SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant <checked-box>
Filed by a Party other than the Registrant <square>
Check the appropriate box:
<square> Preliminary Proxy Statement
<square> Confidential, For Use ofthe Commission Only
(as Permitted by Rule 14a-6(e) (2))
<checked-box> Definitive Proxy Statement
<square> Definitive Additional Materials
<square> Soliciting Material Pursuant to Rule 14a-11 (c) or Rule 14a-12
Merry Land Properties, Inc.
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
<checked-box> No fee required.
<square> Fee computed on table below per Exchange Act Rules 14a-
6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
<square> Fee paid previously with preliminary materials.
<square> Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-ll(a)(2) and identify the filing for which the
offsetting fee was paid previously. Identify the previous filing by
registration statement number, or the form or schedule and the date of its
filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
<PAGE>
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
APRIL 15, 1999
TO THE SHAREHOLDERS OF MERRY LAND PROPERTIES, INC.
The Annual Meeting of Shareholders of Merry Land Properties, Inc. will
be held at the MORRIS MUSEUM OF ART, ONE TENTH STREET, AUGUSTA, GEORGIA, ON
THURSDAY, APRIL 15, 1999, AT 10:00 A.M. for the following purposes:
1. TO ELECT ONE DIRECTOR TO A TERM EXPIRING AT THE 2002 ANNUAL MEETING OF
SHAREHOLDERS.
2. TO RATIFY THE APPOINTMENT OF ARTHUR ANDERSEN LLP AS THE COMPANY'S
INDEPENDENT PUBLIC ACCOUNTANTS FOR THE FISCAL YEAR ENDING DECEMBER 31,
1999.
3. TO TRANSACT SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING
OR ANY ADJOURNMENT.
The close of business on March 8, 1999 has been set by the directors as the
record date for determination of the shareholders of the Company who are
entitled to notice of and to vote at the meeting. A copy of the 1998 Annual
Report is enclosed.
ALL SHAREHOLDERS, ESPECIALLY THOSE WHO DO NOT EXPECT TO ATTEND THE MEETING
IN PERSON, ARE REQUESTED TO DATE, VOTE AND SIGN THE ENCLOSED PROXY CARD,
INDICATING ANY VOTING INSTRUCTIONS, AND TO RETURN IT IN THE ACCOMPANYING
ENVELOPE.
By order of the Board of Directors,
DORRIE E. GREEN
Secretary
March 25, 1999
<PAGE>
PLEASE VOTE AND RETURN THE ENCLOSED
PROXY CARD PROMPTLY
MERRY LAND PROPERTIES, INC.
---------------
PROXY STATEMENT
---------------
GENERAL This proxy statement is furnished in connection with the
solicitation of proxies on behalf of the Board of Directors to be used at
the Annual Meeting of Shareholders of Merry Land Properties, Inc. to be
held Thursday, April 15, 1998 at the Morris Museum of Art, One Tenth
Street, Augusta, Georgia at 10:00 A.M. The Company's principal executive
offices are located at 624 Ellis Street, Augusta, Georgia 30901 and its
telephone number is 706/722-6756. This Proxy Statement and the enclosed
proxy are being first mailed to the Company's Shareholders on or about
March 25, 1999.
VOTING When proxies are properly executed and returned, the shares of
common stock they represent will be voted or abstained at the meeting in
accordance with any directions noted. If no directions are noted, they will be
voted to elect the director nominated by the Board, and to ratify the
appointment of Arthur Andersen, LLP as independent public accountants for the
fiscal year ended December 31, 1999. The Company's management knows of no other
matters to be presented or considered at the meeting; however, the proxies
named shall have discretionary authority to vote on any other matter which may
properly be presented at the meeting. In addition, the proxies shall have the
authority to vote for any person for election as a director in lieu of the
nominated if the nominee is unable to serve. It is not contemplated that the
nominee will be unable to serve.
The following rules govern voting at the Annual Meeting:
A majority of the shares of common stock entitled to vote will
constitute a quorum. Shares of common stock are counted for quorum purposes
if they are represented for any purpose at the meeting other than solely to
object to holding the meeting or transacting business at the meeting.
Shares of preferred stock are not entitled to vote.
For the election of directors and ratification of accountants a
quorum must be present, either in person or by proxy, and a PLURALITY of the
shares voting must vote in the affirmative.
Abstentions and broker non-votes are neither counted for purposes
of determining the number of affirmative votes required for the election of
directors nor voted for or against matters presented for shareholder
consideration. Consequently, so long as a quorum is present, abstentions and
broker non-votes have no effect on the outcome of any vote.
REVOCATION OF PROXIES Execution of the enclosed proxy will not affect the
shareholder's right to attend the meeting and vote in person. A shareholder may
revoke a proxy at any time before it is voted.
SOLICITATION The accompanying proxy is solicited by the Company. The
expense of solicitation, which is not expected to exceed the normal expense of
a proxy solicitation for a meeting at which directors are elected, will be
borne by the Company.
<PAGE>
DIRECTORS AND EXECUTIVE OFFICERS
Directors of the Company are divided into three classes, consisting of one
director whose term expires at the 1999 Annual Meeting of Shareholders, two
directors whose terms expire at the 2000 Annual Meeting, and two directors
whose terms expire at the 2001 Annual Meeting. At the 1999 Annual Meeting, one
director will be elected to hold office until his successor is elected and
qualifies. W. Tennent Houston, who is presently a director and Chairman of the
Board of the Company, is the nominee for election as director for a term which
expires in 2002. Unless instructed to the contrary, the accompanying proxy
will be voted to elect Mr. Houston as director.
The Company's Bylaws provide for a Board of Directors consisting of not less
than five nor more than nine members. The number of directors is fixed at five
for the current year. The proxies may not be voted for more than one director.
All executive officers of the Company are elected annually for terms of one
year and hold office until their successors are elected and qualify.
The table below provides information about the Company's directors and
executive officers.
<TABLE>
<CAPTION>
NAME, BUSINESS AGE POSITION YEAR DIRECTOR COMMON
EXPERIENCE AND WITH COMPANY DIRECTOR'S OR OFFICER STOCK
COMMITTEES TERM SINCE BENEFICIALLY
EXPIRES OWNED(1)
AMOUNT PERCENTAGE(2)
- -------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
DAVID W. COBB 50 Director 2001 1998 5,000 0.19%
Audit and Compensation Committee. President of Provident Capital Funding, a division
of The Provident Bank. Previously, Chairman, President, and Chief Executive Officer of National
Capital Holdings, Inc. from January, 1997 to December, 1998. President, mortgage finance
subsidiaries of Furman Selz LLC from October 1995 through January, 1997. President of Raymond
James Mortgage Capital from January 1993 through October 1995.
DORRIE E. GREEN 40 Vice President, N/A 1998 66,659(3)(4) 2.57%
Chief Financial
Officer
Chief Financial Officer of Merry Land & Investment Company, Inc.(footnote 8) from January, 1998
to October, 1998. Vice President of Merry Land & Investment Company, Inc. from January, 1995 to
October, 1998. Employee of Merry Land & Investment Company, Inc. since 1994. Chief Financial
Officer of JG Financial Management Services from September, 1992 to October, 1994.
W. TENNENT HOUSTON 48 Chairman of the 1999 1998 364,794(3)(5) 14.06%
Board, Chief
Executive Officer
Executive Committee. Chief Executive Officer of Merry Land & Investment Company, Inc.
(footnote 8) from December, 1996 to October, 1998. President of Merry Land & Investment
Company from 1985 to October, 1998. Chief Operating Officer of Merry Land & Investment Company
from 1985 to December, 1996. Chief Financial Officer of Merry Land & Investment Company
from 1982 until 1997.
BOONE A. KNOX 62 Director 2000 1998 141,481(6) 5.45%
Executive Committee, Audit and Compensation Committee. Chairman of the Board of Regions Bank,
Central Georgia since 1997. Chairman of the Board of Merry Land & Investment Company, Inc.
(footnote 8) from December, 1996 to October, 1998. Previously, Chairman of the Board and Chief
Executive Officer of Allied Bankshares, Inc. from 1984 to 1997. Director of Cousins
Properties Incorporated and Intercept Group, Inc., and a trustee of Equity Residential
Properties Trust.
STEWART R. SPEED 34 Director 2001 1998 1,300 0.05%
Audit and Compensation Committee. Vice President of EastGroup Properties, Inc. since February,
1997. Previously, employee of Merry Land & Investment Company from April, 1993 to February,
1997.
MICHAEL N. THOMPSON 50 Director, 2000 1998 216,058(3)(7) 8.32%
President, Chief
Operating Officer
Executive Committee. Executive Vice President of Merry Land & Investment Company, Inc.(footnote 8)
from January, 1997 to October, 1998. Chief Operating Officer of Merry Land & Investment Company,
Inc. from December, 1996 to October, 1998. Vice President of Merry Land & Investment Company,
Inc. from August, 1992 to January, 1997. Trustee of Equity Residential Properties Trust.
<FN>
(1) The shares shown were owned directly by the named person as of March
8, 1999 unless otherwise indicated.
(2) Assumes 2,595,300 shares outstanding as of March 8, 1998.
(3) On October 19, 1998, Messrs. Houston and Thompson each received a
grant of 107,527 restricted Common Shares, and Mr. Green received a grant
of 53,764 restricted Common Shares. One-fifteenth of each Executive
Officer's restricted Common Shares vest on each anniversary date beginning
on the date granted provided that they are still employed by the Company
(otherwise, in the event the employee terminates service prior to vesting
in the shares, the restricted Common Shares will be forfeitable). Messrs.
Houston, Thompson, and Green will be entitled to vote and to receive any
dividends declared with respect to both vested and unvested shares.
(4) Includes 77 shares held in Mr. Green's account in the Company's ESOP
and 50,180 grant shares which are not yet vested.
(5) Includes 1,007 shares held in Mr. Houston's account in the Company's
Employee Stock Ownership Plan ("ESOP"), 66,300 shares in the ESOP
which have not been allocated to the account of any Company employee
and for which Mr. Houston holds voting power as sole trustee of the
ESOP, and 100,359 grant shares which are not yet vested.
(6) Includes 110,750 shares owned by Knox Limited, a limited
partnership, 3133 Washington Road, Thomson, Georgia, 30824, of which
Boone A. Knox is managing general partner, 11,046 shares owned by
the Knox Foundation, a charitable trust, of which Boone A. Knox is
trustee, 299 shares held by BT Investments, of which Boone A. Knox
is general partner, 293 shares held in his wife's name, 11,738
shares held in the Estate of Peter S. Knox III, of which Boone A.
Knox is a co-executor, and 40 shares held by his niece and nephew.
(7) Includes 286 shares owned by Mr. Thompson's wife and children, 260
shares held in Mr.Thompson's account in the Company's ESOP, 100,359
restricted Common Shares which are not vested.
(8) Merry Land Properties, Inc. was formed on September 3, 1998 as a
corporate subsidiary of Merry Land & Investment Company, Inc. in connection
with a transaction in which Merry Land & Investment Company was merged into
Equity Residential Properties Trust on October 19, 1998. On October 15,
1998, the Common Stock of Merry Land Properties was spun off to the common
shareholders of Merry Land & Investment Company. When the merger was
completed, Merry Land Properties began operating as an independent public
company.
</TABLE>
<PAGE>
THE BOARD AND ITS COMMITTEES
The Board met once in 1998. The Board maintains an Executive
Committee and an Audit and Compensation Committee but no nominating
committee. The Executive Committee is empowered to conduct the
business of the Company between Board meetings and met twice in
1998. The Audit and Compensation Committee supervises the Company's
independent public accounting firm and determines the compensation
for the Executive Officers of the Company. They did not meet in
1998. All directors attended all of the meetings of the Board and
the committees on which they served in 1998.
Directors, with the exception of Messrs. Houston and Thompson,
receive fees of $1,000 for each Board meeting and Audit and
Compensation Committee meeting attended, and $250 for each Executive
Committee Meeting attended. In addition, the Board has approved a
Directors Stock Compensation Plan and expects to award 2,000 shares
of company common stock in 1999 to the Directors, with the exception
of Messrs. Houston and Thompson. Messrs. Houston and Thompson, who
are Company employees, receive no compensation for their service on
the Board or its committees.
REPORT OF THE BOARD OF DIRECTORS ON EXECUTIVE COMPENSATION
COMPENSATION POLICIES
The Company's Audit and Compensation Committee acts on
compensation matters for the Chairman and President as well as for
Directors. The Board of Directors acts as a whole on compensation
matters for the other executive officers and the administration of
stock grants.
The Board's goal in setting executive compensation is to link pay
to Company performance by making stock based compensation a
significant component of executive pay and by paying discretionary
cash bonuses on the basis of Company as well as individual
performance. In determining all forms of compensation the Board
evaluates competitors' levels of base salary, cash bonuses and stock
based plans, the level of compensation necessary to attract and
retain executive talent and the executive officer's contribution
toward the achievement of the Company's goals of increasing
shareholder value. Company performance is measured by several
indicators, including stock price performance and growth in funds
from operations. The Board does not establish specific performance
criteria but instead subjectively considers the Company's
performance and each executive officer's contribution toward the
achievement of the Company goals.
In order to lessen the Company's overhead burden for its first
year of operation, neither the Chairman of the Board and Chief
Executive Officer nor the President and Chief Operating Officer will
receive any base pay in 1999. The Company intends to pay base
salaries to its Chief Executive Officer and Chief Operating Officer
once the Board is satisfied with the Company's prospects.
In October, 1998, the shareholders of the Company approved the
1998 Management Incentive Plan under which the stock grants
described above were made to its executives and other employees.
The Board's objectives in administering the stock grants are to link
a substantial portion of employee compensation to the value of the
Company's common stock, thereby aligning the interests of its
employees and executive officers with those of its shareholders, and
also to retain its employees through long-term vesting of the
grants. Benefits from these stock grant sare derived through
vesting in fifteen annual installments and through increases in
stock price and the payment of cash dividends, if any. In October,
1998, fifteen employees, including the company's three executive
officers, received restricted stock grants for a total of 466,318
shares of the Company's common stock.
The Omnibus Budget Reconciliation Act of 1993 provides that
compensation in excess of $1 million per year paid to the chief
executive officer of a company as well as the other named executive
officers listed in the Company's proxy statement will not be
deductible unless the compensation is "performance-based" and the
related compensation plans are approved by shareholders. The Company
does not anticipate its executive compensation will come within the
reach of this legislation.
COMPENSATION OF THE CHIEF EXECUTIVE OFFICER
Although the Audit and Compensation Committee has not established
any policy that would maintain the overall executive compensation
level within any particular range of industry norms, the intent of
the Board is that compensation of the Chief Executive Officer should
be no more than is typical for chief executives of similar companies
of similar size. The Committee believes that its stock grant
program is a key element in motivating the Chief Executive Officer
to achieve the Company's financial and operational objectives.
Under this program a substantial portion of compensation is tied to
continued employment by the Company and to increases in the price of
the Company's common stock and the payment of cash dividends, if
any.
Mr. Houston did not receive any base pay or cash bonus in 1998,
but he received grants for 107,527 shares of restricted stock.
These shares had a value of $4.44 per share, based on the average of
the high and low prices of the common stock, on October 19, 1998,
the date of the grant. If he is still employed by the Company, one
fifteenth of the restricted common stock granted becomes vested on
each aniversary date of the award beginning on the date granted. At
the market price of $5.50 per share on February 26, 1999, the value
of the shares vested in 1999 would be approximately $40,000, and the
value of the total award once vested using the value at the time of
the grant of $4.44 per share would be $477,420. Mr. Houston is
entitled to vote and to receive any dividends declared with respect
to both vested and unvested shares. He will also be entitled to
further compensation and awards as may be approved in the future by
the board.
David W. Cobb
W. Tennent Houston
Boone A. Knox
Stewart R. Speed
Michael N. Thompson
<PAGE>
EXECUTIVE COMPENSATION
The following table sets forth the compensation paid or accrued
for services by the Company's three executive officers for the
period from October 15, 1998 to December 31, 1998, the entire period
of the Company's existence.
<TABLE>
<CAPTION>
ANNUAL LONG-TERM
COMPENSATION(1) COMPENSATION
SALARY BONUS RESTRICTED
STOCK ALL OTHER
AWARDS(2) COMPENSATION(3)
- ------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
W. TENNENT HOUSTON 1998 - - $477,420 $716
Chairman of the Board
and Chief Executive Officer
MICHAEL N. THOMPSON 1998 - - $477,420 $716
President and Chief Operating Officer
DORRIE E. GREEN 1998 $16,923 $4,000 $238,710 $2,408 (4)
Vice President and
Chief Financial Officer
<FN>
(1) Messrs. Houston and Thompson did not receive any base pay or cash bonus
from Merry Land Properties in 1998. Includes amounts paid for the period
from October 15, 1998 to December 31, 1998. On October 15, 1998, the
shares of Merry Land Properties, Inc., a newly created subsidiary of Merry
Land & Investment Company, Inc. were spun out as a dividend to that firm's
shareholders in conjunction with old Merry Land's merger into Equity
Residential Properties Trust.
(2) See footnote 3 on page 4. Based upon the average of the high and low
prices on the date of the grant of $4.44 per Common Share, the restricted
Common Shares vested to each of Messrs. Houston and Thompson had a market
value of $31,827, and the restricted Common Shares vested to Mr. Green had
a market value of $15,914. The value of vested shares of each such grant,
based on the closing price of the company's Common Shares on December 31,
1998 ($3.625 per share), was $25,985 for Messrs. Houston and Thompson, and
$12,992 for Mr. Green. Based upon the average of the high and low prices
on the date of the grant of $4.44 per Common Share, the market value of the
vested and unvested shares to Messrs. Houston, Thompson and Green was
$477,420, $477,420, and $238,710.
(3) Messrs. Houston, Thompson, and Green each receive $300 per month for an
auto allowance, as do all employees of the Company who frequently use their
car on Company business.
(4) The Company contributed $1,692 to the ESOP account of Mr. Green.
</TABLE>
<PAGE>
STOCK PRICE PERFORMANCE TABLE
The table below compares the cumulative total return to the
shareholders of Merry Land Properties, Inc. to the S&P 500 Index
and a Peer Group constructed by the Company and assumes the
reinvestment of all dividends at the market price on the day the
dividend was paid for the period beginning October 15, 1998 and
ending December 31, 1998, the entire period of the company's
existence.
<TABLE>
<CAPTION>
MERRY LAND
DATE PROPERTIES S&P 500 PEER GROUP
- ---------------------------------------------------------------------------------------------
<S> <C> <C> <C>
10/15/98 $100 $100 $100
12/31/98 $82 $116 $96
Assumes $100 Invested on October 15, 1998 in Merry Land Properties, Inc., S&P
500 and the Peer Group. The Peer Group is comprised of publicly traded
companies which are engaged principally or in significant part in the
development, ownership, and management of multi-family residential real estate
in the Southern United States. The peer group consists of Cornerstone Realty
Income Trust, Echelon International Corp., Gables Residential Trust, Mid
America Apartment Communities, Inc., Post Properties, Inc., Roberts Realty
Investors, Inc., Summit Properties Inc., and United Dominion Realty Trust Inc.
The returns of each company have been weighted according to their respective
stock market capitalization for purposes of arriving at a Peer Group average.
</TABLE>
<PAGE>
VOTING SECURITIES AND PRINCIPAL HOLDERS
The close of business on March 8, 1998 has been set as the
record date for determination of shareholders entitled to notice of
and to vote at the meeting. On March 8, 1999, the total number of
outstanding shares of the Company's common stock (the only voting
securities of the Company) was 2,595,300, each of which is entitled
to one vote. The table below sets forth certain information
concerning the only persons known to the Company to beneficially
own more than 5% of the outstanding common stock, and the
beneficial ownership of common stock of the directors and executive
officers as a group:
<TABLE>
<CAPTION>
NAME AND ADDRESS OF AMOUNT AND NATURE PERCENT OF
BENEFICIAL OWNER OF BENEFICIAL CLASS(2)
OWNERSHIP AS OF
MARCH 8, 1998(1)
- -------------------------------------------------------------------
<S> <C> <C>
W. Tennent Houston 364,794 14.06%
2821 Hillcrest Ave.
Augusta, GA 30909
Michael N. Thompson 216,058 8.32%
5 Brigantine Court
Savannah, GA 31410
Boone A. Knox 141,481 5.45%
149 Main Street
Thomson, GA 30824
All Directors and 795,292 30.64%
Officers as a Group
</TABLE>
- --------
(1) Assumes 2,595,300 shares outstanding.
(2) See "Directors and Executive Officers".
ACCOUNTANTS
The Board of Directors and the Audit Committee have appointed
the firm of Arthur Andersen LLP as the Company's independent public
accountants for the fiscal year ended December 31, 1999. A
proposal to ratify this appointment is being presented to the
Shareholders at the Annual Meeting. A representative of the
accounting firm will be present at the annual meeting and will be
available to respond to appropriate questions. The representative
will also have the opportunity to make a statement if desired.
SHAREHOLDER PROPOSALS FOR 2000 ANNUAL MEETING
Any shareholder may present a proposal for consideration at
future meetings of the shareholders. The procedures which a
shareholder must follow to submit a proposal are fully set forth in
Rule 14a-8 of the General Rules and Regulations adopted by the
Securities and Exchange Commission under the Securities Exchange
Act of 1934.
Among other requirements of the rule is a requirement that
proposals for consideration at the next annual meeting of the
Company's shareholders must be received at the Company's principal
office not later than November 25, 1999.
SECTION 16(A) BENEFICIAL OWNER REPORTING COMPLIANCE
Under Securities and Exchange Commission rules relating to
reporting of changes of beneficial ownership of Company common
stock, the following reports relating to transactions of directors
and executive officers of the Company were not timely filed due to
inadvertence (although the transactions were timely reported in
other filings on Schedules 13D with the Securities and Exchange
Commission): One report relating to the purchase of stock by Mr. W.
Tennent Houston and one report relating to the purchase of stock by
Mr. Michael N. Thompson. Upon discovery, these oversights were
promptly corrected.
OTHER MATTERS
The Board knows of no other matters to be brought before the
meeting. If, however, any other matter properly comes before the
meeting, it is the intention of the persons named in the
accompanying form of proxy to vote the proxy in accordance with
their discretion and judgment in such matters.
THE COMPANY WILL FURNISH WITHOUT CHARGE TO EACH PERSON WHOSE
PROXY IS SOLICITED, ON THE WRITTEN REQUEST OF SUCH PERSON, A COPY
OF THE COMPANY'S ANNUAL REPORT ON FORM 10-K AS FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION FOR 1998. ANY SUCH WRITTEN
REQUEST SHOULD BE SENT TO DORRIE E. GREEN, SECRETARY, MERRY LAND
PROPERTIES, INC., P.O. BOX 1417, AUGUSTA, GEORGIA 30903.
March 25, 1999
MERRY LAND PROPERTIES, INC.
<PAGE>
MERRY LAND PROPERTIES, INC.
P.O. Box 1417
Augusta, Georgia 30903
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF
DIRECTORS
The undersigned hereby constitutes and appoints W. Tennent Houston and
Michael N. Thompson, or either of them present at the annual meeting to be
held on April 15, 1999 at 10:00 a.m. at the Morris Museum of Art, One Tenth
Street, Augusta, Georgia, and at any or all adjournments, with power of
substitution, as the undersigned's true and lawful attorney and proxy to
represent the undersigned at that meeting and to vote in the undersigned's
name, that number of shares which the undersigned is entitled to vote. The
undersigned's attorney and proxy is hereby instructed to vote as follows:
<TABLE>
<CAPTION>
<S> <C> <C>
1. ELECTION OF
DIRECTORS
<square> FOR the nominee <square> WITHHOLD AUTHORITY to listed below
vote for the nominee below
W. Tennent Houston
2. RATIFICATION OF
APPOINTMENT OF
ARTHUR ANDERSEN,
LLP AS INDEPENDENT
PUBLIC ACCOUNTANTS
FOR THE COMPANY FOR
THE FISCAL YEAR
ENDING DECEMBER 31,
1999.
<square> FOR <square> AGAINST <square> ABSTAIN
3. IN THEIR DISCRETION,THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH
OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING.
<square> FOR <square> WITHHOLD AUTHORITY
This proxy when properly executed will be voted in the manner directed by the
undersigned shareholder. IF NO DIRECTION IS GIVEN, THIS PROXY WILL BE VOTED
FOR THE ELECTION OF DIRECTOR AND FOR THE RATIFICATION OF ACCOUNTANTS.
Please sign exactly as name appears below. When shares are held by joint
tenants, both should sign. When signing as attorney, executor,administrator,
trustee or guardian, give full title as such. If a corporation, sign in full
corporate name by president or other authorized officer. If a partnership,
sign in partnership name by authorized person.
</TABLE>
<TABLE>
<CAPTION>
* PLEASE INDICATE ANY CHANGE IN ADDRESS
<S> <C>
Dated: , 1999
Signature of Shareholder
Signature if held jointly
Please specify choices, sign, date and return in the enclosed
postage paid envelope.
</TABLE>
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE
ENCLOSED ENVELOPE.
