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(Corrections Corporation of America Logo)
PRISON REALTY TRUST, INC.
CORRECTIONS CORPORATION OF AMERICA
SUPPLEMENT DATED SEPTEMBER 5, 2000
TO JOINT PROXY STATEMENT/PROSPECTUS DATED AUGUST 3, 2000
This supplement is being furnished to the shareholders of Corrections
Corporation of America, a Tennessee corporation ("CCA"), in connection with
their consideration of a merger and series of related transactions pursuant to
which CCA will combine with Prison Realty Trust, Inc., a Maryland corporation
("Prison Realty"), with CCA merging with and into a wholly owned subsidiary of
Prison Realty. This is a supplement to CCA's proxy statement dated August 3,
2000 and also constitutes a supplement to the prospectus of Prison Realty. The
terms used in this supplement shall have the meaning ascribed to them in the
joint proxy statement/prospectus unless the context requires otherwise.
STOCKHOLDER LITIGATION
On August 23, 2000, Prison Realty entered into a memorandum of
understanding regarding the settlement of all outstanding stockholder litigation
against Prison Realty and certain of its existing and former directors and
executive officers. The memorandum of understanding, which is subject to the
execution of a definitive stipulation of settlement by the parties, subsequent
court approval and other customary conditions, provides for the "global"
settlement of a series of purported class action and derivative lawsuits brought
against Prison Realty by current and former stockholders of Prison Realty and
its predecessors, the old Corrections Corporation of America and CCA Prison
Realty Trust. These lawsuits alleged claims relating to, among other things,
agreements entered into by Prison Realty and CCA in May of 1999 to increase
payments made by Prison Realty to CCA under the terms of certain agreements, as
well as previously announced transactions relating to the restructuring of
Prison Realty and CCA led by Fortress/Blackstone and Pacific Life. Specifically,
the memorandum of understanding relates to the following previously disclosed
actions:
- Bernstein v. Prison Realty Trust, et. al. (including Hardee v. Prison
Realty Trust, et. al. and Holle v. Prison Realty Trust, et. al., which
were consolidated with Bernstein);
- Neiger v. Doctor Crants, et. al. (including Anderson v. Doctor Crants,
et. al. and Brody v. Prison Realty Trust, Inc., et. al., which were
consolidated with Neiger);
- Buchanan and Unger v. Prison Realty Trust, Inc. et. al.;
- In re Old CCA Securities Litigation;
- In re Prison Realty Securities Litigation;
- Milkovits v. Prison Realty Trust, et. al.;
- Wanstrath v. Crants, et. al.; and
- Dasburg, S.A. v. Corrections Corporation of America, et. al.
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The memorandum of understanding provides that Prison Realty will pay or
issue the plaintiffs:
- approximately $48 million in cash payable solely from the proceeds under
Prison Realty's and CCA's insurance policies; and
- approximately $72.4 million in shares of common stock of Prison Realty
(or 16,550,000 shares at an agreed value of $4.375 per share).
The shares of common stock to be issued by Prison Realty in accordance with
the agreement will be subject to a stock price guarantee of $4.375 per share,
which will require Prison Realty to pay or issue, at its option, cash or
additional shares of common stock to the plaintiffs if the trading price of
Prison Realty common stock does not reach $4.375 per share for a specified
number of trading days during the period from the completion of the settlement
through August 31, 2001. In addition, shares issued in the settlement are
subject to certain anti-dilution adjustments if Prison Realty undertakes certain
transactions (generally, raising equity capital in excess of $110.0 million at
less than the stock price guarantee) during the period from August 31, 2001
through December 31, 2001.
In addition to the payments of amounts specified above, Prison Realty and
the plaintiffs have agreed to certain other matters in connection with the
memorandum of understanding, including:
- restrictions on the form and amount of payments that may be made by
Prison Realty to certain affiliates of Prison Realty and CCA and certain
third parties in connection with the proposed restructuring of the
companies;
- restrictions on Prison Realty's ability to reprice stock options
previously issued to directors or executive officers of Prison Realty for
a period of 24 months; and
- the requirement that each committee of Prison Realty's board of directors
consist of a majority of directors which were not directors of Prison
Realty or its affiliates as of December 1, 1999.
RESTRUCTURING OF MANAGEMENT AND BOARD OF DIRECTORS
APPOINTMENT OF CHIEF EXECUTIVE OFFICER
On Friday, August 4, 2000, the board of directors of Prison Realty named
John D. Ferguson as Prison Realty's chief executive officer and president.
Prison Realty's board of directors also elected Mr. Ferguson to the board of
directors of Prison Realty and to serve as its vice-chairman. On August 4, 2000,
the board of directors of CCA also named Mr. Ferguson as the chief executive
officer and president of CCA and elected him to its board of directors. Mr.
Ferguson replaced Thomas W. Beasley as the interim chief executive officer of
Prison Realty and CCA. Mr. Beasley was named as interim chief executive officer
of the companies after the termination of Doctor R. Crants on July 28, 2000. Mr.
Ferguson also replaced J. Michael Quinlan as the president of the companies. Mr.
Quinlan will continue to serve as the chief operating officer of CCA, as well as
the executive vice president of each of the companies. Prison Realty now intends
to commence the search for a new chief financial officer of Prison Realty. On
Monday, August 28, 2000, Mr. Ferguson was also appointed to serve as the interim
chief financial officer of Prison Realty, replacing Vida H. Carroll, until a
permanent chief financial officer is appointed.
In connection with Mr. Ferguson's appointment as the chief executive
officer and president of Prison Realty, Prison Realty entered into an employment
agreement with Mr. Ferguson, dated August 4, 2000. The initial term of the
employment agreement expires on December 31, 2002, and is subject to a series of
one year renewals. Mr. Ferguson is entitled to receive an annual salary and cash
bonus under the terms of the employment agreement, as well as customary
benefits, including life and health insurance. In addition, under the terms of
the employment agreement, Prison Realty has issued Mr. Ferguson the option to
purchase an aggregate of 2,000,000 shares of Prison Realty's common stock,
consisting of: (i) options to purchase 500,000 shares of common stock at an
exercise
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price of $2.38 per share that vested on the date of the employment agreement;
(ii) options to purchase 500,000 shares of common stock at an exercise price of
$2.38 per share that will vest on the first anniversary of the date of the
employment agreement; (iii) options to purchase 500,000 shares of common stock
at an exercise price of $5.00 per share that will vest on the second anniversary
of the date of the employment agreement; and (iv) options to purchase 500,000
shares of common stock at an exercise price of $7.50 per share that will vest on
the third anniversary of the date of the employment agreement. Under the terms
of the employment agreement and related option agreement, certain of these
options may be forfeited by Mr. Ferguson upon the termination of his employment
with Prison Realty.
APPOINTMENT OF CHAIRMAN OF THE BOARD OF DIRECTORS
On Tuesday, August 8, 2000, William F. Andrews was elected to serve as a
member of the board of directors of Prison Realty and to serve as its chairman.
Mr. Andrews replaced Thomas W. Beasley as the chairman of the board of directors
of Prison Realty. It is expected that Mr. Beasley will continue to serve as a
director of Prison Realty.
As the result of the election of Mr. Andrews to the board of directors of
Prison Realty, as well as the election of Mr. Ferguson previously discussed, the
board of directors of Prison Realty currently consists of the following eight
members: William F. Andrews, chairman, Thomas W. Beasley, C. Ray Bell,
Jean-Pierre Cuny, Ted Feldman, John D. Ferguson, Joseph V. Russell and Charles
W. Thomas. Under Maryland law, each of Messrs. Andrews and Ferguson, together
with Mr. Beasley, will be required to stand for election at the next annual
meeting of the stockholders of Prison Realty currently scheduled for November or
December, 2000.
INFORMATION CONCERNING CERTAIN EXECUTIVE OFFICERS AND DIRECTORS
Set forth below is information regarding Messrs. Andrews and Ferguson.
WILLIAM F. ANDREWS, 68, was appointed as a director of Prison Realty and as
its chairman on August 8, 2000. Mr. Andrews has been a principal of Kohlberg &
Company since 1995. Mr. Andrews served as a director of JJFMSI from its
formation in 1998 to July 2000 and served as a member of the board of directors
of Old CCA from 1986 to May 1998. Mr. Andrews has served as the chairman of
Scovill Fasteners Inc., a manufacturing company, from 1995 to present and has
served as the chairman of Northwestern Steel and Wire Company, a manufacturing
company, from 1998 to present. From 1995 to 1998, he served as chairman of
Schrader-Bridgeport International, Inc. From January 1992 through December 1994,
he was chairman, president and chief executive officer of Amdura Corporation and
chairman of Utica Corporation, both of which are manufacturing companies. From
April 1990 through January 1992, he served as the president and chief executive
officer of UNR Industries, Inc., a diversified steel processor. From September
1989 to March 1990, Mr. Andrews was president of Massey Investment Company, a
private investment company. From May 1986 through September 1989, he also served
as chairman, president and chief executive officer of Singer Sewing Machine
Company, and from January 1980 through May 1986, he served as chairman,
president and chief executive officer of Scovill Inc. Mr. Andrews serves as a
director of Navistar International Corporation, Johnson Control Corporation,
Katy Industries, Black Box Corporation and Trex Corporation. Mr. Andrews is a
graduate of the University of Maryland and received a Masters of Business
Administration from Seton Hall University.
JOHN D. FERGUSON, 55, was appointed as a director of Prison Realty and as
its chief executive officer, president and vice-chairman on August 4, 2000. Mr.
Ferguson also currently serves as the interim chief financial officer of Prison
Realty, as well as a director of CCA and as CCA's chief executive officer and
president. Mr. Ferguson served as the Commissioner of Finance for the state of
Tennessee from June 1996 to July 2000. As Commissioner of Finance, Mr. Ferguson
served as the
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state's chief corporate officer and was responsible for directing the
preparation and implementation of the state's $18.0 billion budget. From 1990,
until he was appointed Commissioner of Finance in 1996, Mr. Ferguson served as
the chairman and chief executive officer of Community Bancshares, Inc., the
parent corporation of the Community Bank of Germantown. In 1982, Mr. Ferguson
founded the Equity Investment Corporation, a company engaged in mergers and
acquisitions located in Memphis, Tennessee, and served as its chief executive
officer until 1991. In 1981, Mr. Ferguson served as president for Jobs for
Tennessee Graduates, a youth development training program sponsored by the State
of Tennessee and the City of Memphis. After starting his professional career as
a marketing representative with IBM Corporation, in 1971, Mr. Ferguson
co-founded Econocom, a computer sales and leasing firm also located in Memphis,
Tennessee. Mr. Ferguson is a former member of the State Board of Education and
served on the Governor's Commission on Practical Government for the state of
Tennessee. Mr. Ferguson graduated from Mississippi State University in 1967.
RELATIONSHIP WITH THE SERVICE COMPANIES
PMSI
PMSI, through a wholly owned subsidiary, has agreed to purchase the shares
of Class A voting common stock held by Privatized Management Services Investors,
LLC, the holder of approximately 85% of the voting common stock of PMSI, for
$8.0 million cash. In addition, PMSI and its subsidiary have agreed to pay
Privatized Management Services Investors, LLC and its chief manager $150,000 as
compensation for expenses incurred in the negotiation of the stock purchase and
$125,000 as consideration for the chief manager's agreement not to engage in a
business competitive to PMSI or Prison Realty for a period of one year following
the purchase of the stock from Privatized Management Services Investors, LLC.
The purchase of the shares is expected to be completed on or before September
12, 2000. Currently, PMSI has no indebtedness and it is anticipated that PMSI,
through its wholly owned subsidiary, will borrow funds to facilitate the
acquisition.
As the result of the agreement regarding the purchase of the shares of PMSI
Class A voting common stock from Privatized Management Services Investors, LLC,
it is expected that PMSI will merge with and into Prison Realty, or a wholly
owned subsidiary of Prison Realty, following the completion of the stock
purchase and at the time of Prison Realty's proposed merger with CCA. In such a
merger, Prison Realty would issue shares of its common stock to the wardens of
the correctional and detention facilities operated by PMSI who are shareholders
of PMSI. It is expected that the wardens would receive shares of Prison Realty
common stock valued at an aggregate of $550,000 in the merger in exchange for
shares of PMSI common stock held by such wardens. Shares of Prison Realty's
common stock owned by the wardens would be subject to vesting and forfeiture
provisions under a restricted stock plan. Shares of PMSI common stock held by
Prison Realty and shares held by the subsidiary of PMSI as the result of the
stock purchase would be canceled in the merger. Like Prison Realty's merger with
CCA, the exchange ratio for the PMSI merger would depend on a formula using the
average closing price of one share of Prison Realty common stock on the NYSE for
the five trading days ending two days prior to the completion of the merger.
Assuming a stock price of $3.50 per share, the wardens would receive 157,142
shares of Prison Realty common stock in the merger. Assuming a stock price of
$2.00 per share, the wardens would receive 275,000 shares of Prison Realty
common stock in the merger.
JJFMSI
On September 1, 2000, JJFMSI, through a wholly owned subsidiary, purchased
the shares of Class A voting common stock held by Correctional Services
Investors, LLC, the holder of approximately 85% of the voting common stock of
JJFMSI, for $4.8 million cash. In addition,
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JJFMSI paid Correctional Services Investors, LLC $250,000 as compensation for
expenses incurred in the negotiation of the stock purchase.
As the result of the agreement regarding the purchase of the shares of
JJFMSI Class A voting common stock from Correctional Services Investors, LLC, it
is expected that JJFMSI will merge with and into Prison Realty, or a wholly
owned subsidiary of Prison Realty, at the time of Prison Realty's proposed
merger with CCA. In such a merger, Prison Realty would issue shares of its
common stock to the wardens of the correctional and detention facilities
operated by JJFMSI who are shareholders of JJFMSI. It is expected that the
wardens would receive shares of Prison Realty common stock valued at an
aggregate of $687,500 in the merger in exchange for shares of JJFMSI common
stock held by such wardens. Shares of Prison Realty's common stock owned by the
wardens would be subject to vesting and forfeiture provisions under a restricted
stock plan. Shares of JJFMSI common stock held by Prison Realty and shares held
by the subsidiary of JJFMSI as the result of the stock purchase would be
canceled in the merger. Like Prison Realty's merger with CCA, the exchange ratio
for the JJFMSI merger would depend on a formula using the average closing price
of one share of Prison Realty common stock on the NYSE for the five trading days
ending two days prior to the completion of the merger. Assuming a stock price of
$3.50 per share, the wardens would receive 196,428 shares of Prison Realty
common stock in the merger. Assuming a stock price of $2.00 per share, the
wardens would receive 343,750 shares of Prison Realty common stock in the
merger.
IMPACT OF SERVICE COMPANY TRANSACTIONS ON STOCKHOLDER LITIGATION
In the memorandum of understanding regarding the settlement of the
stockholder litigation, there are restrictions on the form and amount of
payments that may be made to affiliates of Prison Realty and CCA and third
parties in connection with the proposed restructuring. It is the view of Prison
Realty and its counsel that the purchase of the Class A voting stock of PMSI and
JJFMSI by a subsidiary of each company does not violate the terms of the
memorandum of understanding. Prison Realty and its counsel sought the
concurrence of counsel for the plaintiffs with that view. Counsel for the
plaintiffs indicated that they did not concur with that view. Therefore, there
exists the risk that Prison Realty will be unable to reach a stipulation of
settlement with the plaintiffs and their counsel with respect to the settlement
of the stockholder litigation on the terms previously described herein.
HSR CLEARANCE
The Federal Trade Commission has notified Prison Realty and CCA that it has
granted early termination of the required waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976 with respect to the merger
of Prison Realty and CCA and that it has determined not to review the merger. It
is a condition to each of Prison Realty's and CCA's obligations under the merger
agreement that the waiting period under the HSR Act have expired or been
terminated.
QUALIFICATION OF PRISON REALTY AS A REIT FOR 1999
On August 31, 2000, the Prison Realty board of directors declared a
dividend of $145.0 million, payable on Friday, September 22, 2000, to Prison
Realty's common stockholders of record as of Thursday, September 14, 2000, in
connection with Prison Realty's election to be taxed and qualify as a real
estate investment trust, or REIT, with respect to its 1999 taxable year. The
dividend will be payable in an aggregate of approximately 5,928,046 shares of a
newly designated series of Prison Realty's preferred stock. As a result of the
board's declaration, Prison Realty's common stockholders will be entitled to
receive 5 shares of Series B Cumulative Convertible Preferred Stock (the "Series
B Preferred Stock") for every 100 shares of common stock held by them on the
record date.
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The 1999 REIT dividend is intended to satisfy Prison Realty's remaining
distribution requirements in connection with its election to be taxed and
qualify as a REIT with respect to its 1999 taxable year.
The Series B Preferred Stock to be issued as the 1999 REIT dividend will
provide for dividends payable in additional shares of Series B Preferred Stock
at a rate of 12% per year for the first three years following the issuance of
the shares and cash dividends at a rate of 12% per year thereafter, payable for
the period from issuance through December 31, 2000 and quarterly thereafter, in
arrears. Shares of the Series B Preferred Stock will be callable by Prison
Realty, at a price per share equal to the stated value of $24.46, plus any
accrued dividends, at any time after six months following the later of (i)
September 22, 2003 or (ii) the 91st day following the redemption of Prison
Realty's $100.0 million 12% senior notes, due 2006. The shares of Series B
Preferred Stock will be convertible into shares of Prison Realty's common stock
during two separate conversion periods: (i) from October 2, 2000 to October 13,
2000; and (ii) from December 7, 2000 to December 20, 2000, at a conversion price
based on the average closing price of Prison Realty's common stock on the NYSE
during the 10 trading days prior to the first day of the applicable conversion
period.
Prison Realty has applied to list the shares of Series B Preferred Stock,
and the shares of the Company's common stock into which the Series B Preferred
Stock is convertible, on the NYSE, pending official notice of issuance.
The dividend is necessary in order for Prison Realty to maintain its status
as a REIT for its 1999 taxable year, as required by Prison Realty's existing
charter. Companies electing REIT status are required, under the Internal Revenue
Code, to distribute 95% of their taxable income and to distribute all earnings
and profits inherited from a taxable subchapter C corporation as dividends.
Prison Realty has proposed a comprehensive restructuring, pursuant to which
Prison Realty will, pending stockholder approval, among other things, amend its
charter to permit it to operate so as to be taxed as a subchapter C corporation
rather than as a REIT for federal income tax purposes, commencing with its 2000
taxable year.
The distribution of the Series B Preferred Stock will have certain tax
consequences for Prison Realty's common stockholders. The distribution will
generally be treated as a dividend to the extent that it is deemed paid out of
Prison Realty's current and accumulated earnings and profits. Accordingly,
Prison Realty's common stockholders generally will be required to include the
fair market value of the Series B Preferred Stock as ordinary income on their
tax returns. To the extent the fair market value of the Series B Preferred Stock
exceeds the amount of Prison Realty's current and accumulated earnings and
profits, the distribution will be treated as a return of capital, which will
reduce each stockholder's basis in its shares of Prison Realty's common stock
(but not below zero). Thereafter, the distribution will be treated as capital
gain from the sale or exchange of Prison Realty's common stock, assuming the
stock is held as a capital asset at the time of the distribution. Future
dividends on the Series B Preferred Stock, whether in stock or cash, will
generally be treated as dividends to the extent of Prison Realty's current and
accumulated earnings and profits as well.
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PRO FORMA EFFECTS OF DEVELOPMENTS
The joint proxy statement/prospectus contains pro forma financial
information for Prison Realty as of and for the three months ended March 31,
2000 and for the year ended December 31, 1999, but does not contemplate the
transactions discussed in this supplement. The pro forma effects of the
stockholder litigation settlement and resulting issuance of 16,550,000 shares of
Prison Realty's common stock to the pro forma combined statements of operations
are as follows:
<TABLE>
<CAPTION>
PRO FORMA PRO FORMA
COMBINED COMBINED
STATEMENT OF STATEMENT OF
OPERATIONS FOR OPERATIONS FOR
THE THREE THE YEAR
MONTHS ENDED ENDED
MARCH 31, DECEMBER 31,
2000 1999
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<S> <C> <C>
Per proxy statement:
Pro forma net loss available to common shareholders per
the proxy statement.................................... $(14,780) $(91,765)
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Pro forma net loss per common share:
Basic.................................................. $ (0.12) $ (0.73)
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Diluted................................................ $ (0.12) $ (0.73)
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Pro forma weighted average common shares outstanding,
basic.................................................. 128,151 124,853
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Pro forma weighted average common shares outstanding,
diluted................................................ 128,151 124,853
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Assuming the issuance of an additional 16,550,000 shares of
common stock:
Pro forma net loss available to common shareholders....... $(14,780) $(91,765)
======== ========
Pro forma net loss per common share:
Basic.................................................. $ (0.10) $ (0.65)
======== ========
Diluted................................................ $ (0.10) $ (0.65)
======== ========
Pro forma weighted average common shares outstanding,
basic.................................................. 144,701 141,403
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Pro forma weighted average common shares outstanding,
diluted................................................ 144,701 141,403
======== ========
</TABLE>
As previously described, it is anticipated that Prison Realty will acquire
the remaining 5% ownership interests in PMSI and JJFMSI as the result of a
merger of the companies. Since Prison Realty has previously been entitled to 95%
of the economic interest in the two companies through the payment of dividends,
the acquisition of the remaining 5% ownership interests in the companies has no
material impact to the pro forma net loss available to common shareholders or
the pro forma net loss per common share as previously disclosed in the joint
proxy statement/prospectus for the three months ended March 31, 2000 or for the
year ended December 31, 1999.
THE SPECIAL MEETING
The special meeting of the holders of CCA capital stock will be held on
Tuesday, September 12, 2000 at the Union Station Hotel, 1001 Broadway,
Nashville, Tennessee at 12:00 noon, local time. At the special meeting, the
shareholders of CCA will be asked to consider and vote on the merger agreement
and to consider and act upon such other business as may properly come before the
special meeting or any adjournments or postponements thereof.
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RECOMMENDATION OF THE CCA BOARD
The CCA board believes that the merger agreement, the merger and the
related transactions are fair to, and in the best interests of, CCA and its
shareholders and recommends that the CCA shareholders vote for approval of the
merger agreement, the merger and the related transactions.
VOTING OF PROXIES
A proxy card is enclosed with this supplement. We are not asking you to
vote again if you have already voted. However, if you have not voted, or if you
desire to change your vote, please complete, date and sign the enclosed proxy
card and mail it promptly in the postage-paid envelope provided to Darrell K.
Massengale at CCA at 10 Burton Hills Boulevard, Nashville, Tennessee 37215. Any
questions you may have concerning voting your shares should be directed to Mr.
Massengale at (615) 263-3000.
You should also contact Mr. Massengale if you are a CCA shareholder and
would like additional copies of this supplement to the joint proxy
statement/prospectus.
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PROXY CORRECTIONS CORPORATION OF AMERICA
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints J. Michael Quinlan and Darrell K.
Massengale, and each of them, with full power of substitution and revocation, as
proxies of the undersigned, and hereby authorizes them to represent and to vote,
as designated, all of the common stock of Corrections Corporation of America, a
Tennessee corporation ("CCA"), held by the undersigned on July 28, 2000, at the
Special Meeting of Shareholders to be held at the Union Station Hotel, 1001
Broadway, Nashville, Tennessee, on Tuesday, September 12, 2000, at 12:00 noon,
local time, and any adjournment(s) or postponement(s) thereof.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" EACH OF THE FOLLOWING PROPOSALS.
1. To approve and adopt an Agreement and Plan of Merger dated as of June 30,
2000 by and among CCA, Prison Realty Trust, Inc., a Maryland corporation
("Prison Realty"), and a wholly owned subsidiary of Prison Realty, pursuant
to which CCA will combine with Prison Realty through the merger of CCA with
and into Prison Realty's wholly owned subsidiary. As part of the merger, each
share of CCA common stock outstanding at the time of the merger (other than
shares owned by Prison Realty) will be converted into the right to receive a
certain number of shares of Prison Realty common stock, as described in the
Agreement and Plan of Merger. Immediately prior to the merger, shares of CCA
common stock held by the Baron Asset Fund will be purchased by Prison Realty
for non-cash consideration consisting of shares of Prison Realty common
stock. Immediately prior to the merger, Prison Realty may also purchase
shares of CCA common stock held by Sodexho Alliance, S.A. for non-cash
consideration consisting of shares of Prison Realty common stock. In
addition, Prison Realty will issue warrants to purchase shares of its common
stock to Baron as consideration for its consent to the merger. Prison Realty
will also purchase shares of CCA common stock held by former executive
officers of Prison Realty for cash pursuant to the terms of certain severance
agreements with such officers.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
2. In their discretion, the proxies are authorized to vote upon such business as
may properly come before the meeting or any adjournments or postponements
thereof.
PLEASE FULLY COMPLETE, DATE, PROPERLY SIGN, AND RETURN THIS PROXY PROMPTLY.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED SHAREHOLDER(S). IF NO DIRECTION IS MADE, THIS PROXY
WILL BE VOTED FOR EACH OF THE PROPOSALS.
Dated: , 2000
-------------------------
Please sign exactly as name appears on
your share certificate(s). Each joint
owner must sign. When signing as
attorney, executor, administrator,
trustee or guardian, please give full
title as such. If a corporation,
please sign in full corporate name as
authorized. If a partnership, please
sign in partnership name by authorized
person.
Signature:
---------------------------
Signature if Held Jointly:
------------
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY PROMPTLY.
