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SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the Registrant (X)
Filed by a Party other than the Registrant ( )
Check the appropriate box:
( ) Preliminary Proxy Statement
( ) Confidential, for Use of the Commission Only (as
permitted by Rule 14a-6(e)(2))
(X) Definitive Proxy Statement
( ) Definitive Additional Materials
( ) Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12
SKINVISIBLE, INC.
- ---------------------------------------------------------------------
(Name of Registrant as Specified in its Charter)
- ---------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than Registrant)
Payment of Filing Fee (Check the appropriate box):
(X) No fee required
( ) 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:
( ) Fee paid previously with preliminary materials.
( ) Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(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:
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SKINVISIBLE, INC.
3095 East Patrick Lane, Suite 1,
Las Vegas, Nevada
89120
December 3, 1999
Dear Shareholder:
You are cordially invited to attend the annual meeting of
shareholders of Skinvisible, Inc., which will be held on December
22, 1999 at 9:00 a.m., Pacific Standard Time at 3095 East Patrick
Lane, Suite 1, Las Vegas, Nevada 89120.
Details of the business to be conducted at the annual meeting are
given in the attached Notice of Annual Meeting of Shareholders and
Proxy Statement.
Whether or not you attend the annual meeting it is important that
your shares be represented and voted at the meeting. Therefore, I
urge you to sign, date, and promptly return the enclosed proxy in
the enclosed postage-paid envelope. If you decide to attend the
annual meeting and vote in person, you will of course have that
opportunity.
On behalf of the Board of Directors, I would like to express our
appreciation for your continued interest in the affairs of the
Company.
Sincerely,
\s\ Terry Howlett
Terry Howlett
President
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SKINVISIBLE, INC.
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
December 22, 1999
To the Shareholders:
Notice is Hereby Given that the Annual Meeting of the holders of
shares of Common Stock of Skinvisible, Inc. (the "Common Stock")
will be held at 3095 East Patrick Lane, Suite 1, Las Vegas, Nevada
89120 on December 22, 1999 at 9:00 a.m., Pacific Standard Time, for
the following purposes:
1. To elect directors.
2. To transact such other business as may properly come before the
meeting.
Only shareholders of record at the close of business on December 1,
1999 are entitled to notice of, and to vote at, this meeting.
BY ORDER OF THE BOARD OF DIRECTORS
\s\ Terry Howlett
Terry Howlett, President
December 3, 1999
IMPORTANT
Whether or not you expect to attend in person, we urge you to sign,
date, and return the enclosed Proxy at your earliest convenience.
This will ensure the presence of a quorum at the meeting. PROMPTLY
SIGNING, DATING, AND RETURNING THE PROXY WILL SAVE THE COMPANY THE
EXPENSE AND EXTRA WORK OF ADDITIONAL SOLICITATION. An addressed
envelope for which no postage is required if mailed in the United
States is enclosed for that purpose. Sending in your Proxy will not
prevent you from voting your stock at the meeting if you desire to
do so, as your Proxy is revocable at your option.
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SKINVISIBLE, INC.
3095 East Patrick Lane, Suite 1,
Las Vegas, Nevada
89120
December 3, 1999
PROXY STATEMENT FOR ANNUAL MEETING
OF SHAREHOLDERS
TO BE HELD DECEMBER 22, 1999
This Proxy Statement, which was first mailed to shareholders on or
about December 3, 1999, is furnished in connection with the
solicitation of proxies by the Board of Directors of Skinvisible,
Inc. (the "Company"), to be voted at the annual meeting of the
shareholders of the Company (the "Annual Meeting"), which will be
held at 9:00 a.m. on December 22, 1999, at 3095 East Patrick Lane,
Suite 1, Las Vegas, Nevada 89120 for the purposes set forth in the
accompanying Notice of Annual Meeting of Shareholders. Shareholders
who execute proxies retain the right to revoke them at any time
prior to the exercise of the powers conferred thereby, by
delivering a signed statement to the Secretary of the Company at or
prior to the annual meeting or by executing another proxy dated as
of a later date. The cost of solicitation of proxies is to be borne
by the Company.
Shareholders of record at the close of business on December 1, 1999
will be entitled to vote at the meeting on the basis of one vote
for each share held. On December 1, 1999, there were 10,721,000
shares of common stock outstanding, held of record by 72
shareholders.
The deadline for submittals of shareholder proposals for the next
regularly scheduled annual meeting will be not less than 120 days
prior to the release date of the proxy materials as received at the
Company's principal offices by that date. A shareholder proposal
submitted outside the processes of SEC Regulation Section 240.14a-8
will be considered untimely if received at the principal offices of
the Company on or after 45 days prior to the Company's release of
its proxy statement to shareholders.
NO PERSONS HAVE BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE
ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROXY
STATEMENT IN CONNECTION WITH THE SOLICITATION OF PROXIES MADE
HEREBY, AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS
MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY OR
ANY OTHER PERSON.
4
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MEETING
PLACE, DATE AND TIME
The Annual Meeting will be held at 3095 East Patrick Lane, Suite 1,
Las Vegas, Nevada 89120, on December 22, 1999 at 9:00 a.m. Pacific
Standard Time.
RECORD DATE; SOLICITATION OF PROXIES
The Board of Directors of the Company (the "Board") has fixed the
close of business on December 1, 1999 as the Record Date for the
determination of shareholders entitled to notice of and to vote at
the Annual Meeting. At the Record Date, there were 10,721,000
shares of Common Stock issued and outstanding and entitled to vote
at the Annual Meeting held by approximately 72 holders of record.
Holders of Common Stock are entitled to one vote at the Annual
Meeting for each share of Common Stock held of record at the Record
Date.
In addition to the solicitation of proxies by use of the mails,
proxies may also be solicited by the Company and its directors,
officers and employees (who will receive no additional compensation
therefor) by telephone, telegram, facsimile transmission or other
electronic communication, and/or by personal interview. The
Company will reimburse banks, brokerage houses, custodians and
other fiduciaries who hold shares of Common Stock in their name or
custody, or in the name of nominees for others, for their
out-of-pocket expenses incurred in forwarding copies of the proxy
materials to those persons for whom they hold such shares. The
Company will bear the costs of the Annual Meeting and of soliciting
proxies therefor, including the cost of printing and mailing this
Proxy Statement and related materials. The Company has spent
approximately $5,000 in legal and other expenses in the preparation
of this proxy statement and other expenses connected with the
solicitation of security holders. It is anticipated that the
Company will spend an additional $5,000 in solicitation of security
holders before the meeting is held.
Any questions or requests for assistance regarding the Company's
proxies and related materials may be directed in writing to Gerry
Gauthier at 3095 East Patrick Lane, Suite 1, Las Vegas, AZ 89120.
PURPOSE OF THE ANNUAL MEETING
At the Annual Meeting, holders of Common Stock of the Company will
be asked to elect directors.
VOTE REQUIRED
One Percent (1%) of the issued and outstanding shares of Common
Stock entitled to vote as of the Record Date, represented in person
or by proxy, is required for a quorum at the Annual Meeting. The
nominees receiving the five highest number of votes will be elected
to the board of directors. Abstentions may be specified and will
be counted as present for the purpose of determining the existence
of a quorum.
Shares of Common Stock that are represented by properly executed
proxies, unless such proxies shall have previously been properly
revoked (as provided herein), will be voted in accordance with the
instructions indicated in such proxies. If no contrary
instructions are indicated, such shares will be
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voted FOR the
nominees for the Board named herein, and in the discretion of the
persons named in the proxy as proxy appointees, as to any other
matter that may properly come before the Annual Meeting (of which
the Company is not presently aware). Shares represented by proxies
that have voted against the propositions presented at the meeting
can not be used to postpone or adjourn the meeting in order to
solicit more votes for the proposition.
Under the rules of the NASD, although brokers who hold shares in a
street name have the authority to vote on certain items when they
have not received instructions from the beneficial owners, brokers
will not be entitled to vote on the approval of the Merger
Agreement absent specific instructions. Brokers who do not receive
instructions but who are present, in person or by proxy, at the
Annual Meeting will be counted as present for quorum purposes.
It is not expected that any matters other than those referred to in
this Proxy Statement will be brought before the Annual Meeting. If
other matters are properly presented, however, the persons named as
proxy appointees will vote in accordance with their best judgment
on such matters. The grant of a proxy also will confer
discretionary authority on the persons named as proxy appointees to
vote in accordance with their best judgment on matters incident to
the conduct of the Annual Meeting.
Any shareholder may revoke his, her or its proxy (other than an
irrevocable proxy coupled with an interest) at any time before it
is voted, by: (1) filing with the Corporate Secretary of the
Company an instrument revoking the proxy; (2) returning a duly
executed proxy bearing a later date; or (3) attending the Annual
Meeting and voting in person. Attendance at the Annual Meeting
will not by itself constitute revocation of a proxy. There are no
dissenters rights or remedies for shareholders who do not agree
with the outcome of the vote on the issues to be brought at this
Annual Meeting.
SHAREHOLDERS ARE URGED TO READ AND CAREFULLY CONSIDER THE
INFORMATION PRESENTED IN THIS PROXY STATEMENT, AND SHAREHOLDERS ARE
URGED TO COMPLETE, DATE, SIGN AND PROMPTLY RETURN THE ENCLOSED
PROXY IN THE ACCOMPANYING PREPAID ENVELOPE.
ELECTION OF DIRECTORS
Five directors are to be elected at the Annual Meeting, to hold
office for one year until the next annual meeting of shareholders,
and until their successors are elected and qualified. It is
intended that the accompanying proxy will be voted in favor of the
following persons to serve as directors unless the shareholder
indicates to the contrary on the proxy. Management expects that
each of the nominees will be available for election, but if any of
them is not a candidate at the time the election occurs, it is
intended that such proxy will be voted for the election of another
nominee to be designated by the Board of Directors to fill any such
vacancy.
NOMINEES
Terry Howlett
Howard Thomson
Jerry Hodge
Lord Anthony St. John
6
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Jost Steinbruchel
Mr. Terry H. Howlett (Age 51), President & Director, Skinvisible,
Inc. Mr. Howlett has a diversified background in market
initialization and development, sales and venture capital financing
for emerging growth companies. He has held senior management,
marketing and sales positions with various companies, including the
Canadian Federation of Independent Business, Family Life Insurance,
and Avacare of Canada and founded Presley Laboratories, Inc. which
marketed cosmetic and skin care products on a direct sales basis.
For the ten years prior to becoming President of the Company, Mr.
Howlett was the President and CEO of Voice-it Solutions, Inc., a
publicly traded company on the Vancouver Stock exchange that made
voice response software for order entry systems.
Mr. Howard Thomson (Age 51), Director, Treasurer and Secretary,
Skinvisible, Inc. Mr. Thomson has recently retired after 17 years
in senior management positions with the Bank of Montreal, including
5 years as Branch Manager, 4 years as Regional Marketing Manager
and 5 years as Senior Private Banker. He previously resided in
London, England and was employed by the National Westminster Bank
for 13 years.
M. Jerry Hodge (Age 54), Director, Skinvisible, Inc. For over the
past five years, Mr. Hodge has been the President & CEO of
Hospitality Network, the largest provider of in-room video
entertainment to the hotel/casino industry, and has professional
management expertise in the areas of business development, finance,
operations, and corporate strategic planning.
Lord Anthony St. John (Age 41), Director, Skinvisible, Inc. Lord
Anthony St. John has been a member of the House of Lords in England
since 1978. In 1998, he was appointed Extra Lord-in-Waiting to her
Majesty the Queen. He has been a consultant to Merrill Lynch
International since 1991 and serves as a Director on other publicly
traded companies. Since graduating with a law degree in 1979 from
Capetown, South Africa, Lord St. John has spent a number of years
in the commercial field as auditor and legal counsel for
international companies.
Jost Steinbruchel (Age 58), Director, Skinvisible, Inc. Since
1984, Mr. Steinbruchel has operated his own company in Geneva
Switzerland specializing in financial engineering in international
trade throughout a wide network of banking relations, principally
in Europe, China, Australia and Africa. Previously, he spent 20
years of his professional career as an executive in international
banking with Lloyds of London, Citicorp and Credit Suisse. Mr.
Steinbruchel has a law degree from Sorboure, Paris.
INFORMATION REGARDING THE BOARD
The Company's Board of Directors (the "Board") has a compensation
committee that makes decisions regarding the issuance of stock
options under the Company's Incentive Stock Option Plan. The Board
met 3 times during this calendar year, and, as issues were raised,
signed several written consents to action without meeting. All
directors attended 75% or more of the aggregate number of
Board meetings. The current Board includes Terry Howlett, Howard
Thomson, Jerry Hodge, Lord Anthony St. John, Jost Steinbruchel.
7
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The directors are currently paid $1,000 for acting as members of
the board.
The following table provides information on the annual compensation
received by the Executive Officers and Directors of the Company in
1998:
Annual Compensation Table
Annual Compensation Long-term Compensation
------------------- ----------------------
Other Re- All
Annual stricted Other
Compen- Stock Options LTIP Compen-
Name Title Year Salary Bonus sation Awarded /SARs(#) payouts($) sation
- ---- ----- ---- -------- ----- ------- ------- ------- ---------- -------
Terry Di- 1998 $ 90,000 $ 0 0 0 0 0 0
Howlett rector
President
Jerry Di-
Hodge rector 1998 $ 9,000 $ 0 0 0 0 0 0
Howard Di- 1998 $ 9,000 $ 0 0 0 0 0 0
Thomson rector
Secretary/
Treasurer
Lord
Anthony Di- 1998 $ 0 $ 0 0 0 0 0 0
St. John rector
Jost Di- 1998 $ 0 $ 0 0 0 0 0 0
Stein- rector
bruchel
Please note that the type and amount of compensation paid in 1998
may differ materially from what is paid in 1999.
Options
- -------
The following table shows the issued and outstanding stock options
held by the officers and directors of the Company, and by each
person known by the Company to beneficially own more than 10% of
the Company's Common Stock as of August 1, 1999. Each of the
following options was granted by the Company on January 8, 1999.
Name Exercise Price No. of Options Term of Option
- ----------------- -------------- -------------- --------------
Terry Howlett $1.65 300,000 5 years
Jerry Hodge $1.50 50,000 5 years
Howard Thomson $1.50 50,000 5 years
Anthony St. John $1.50 50,000 5 years
Jost Steinbruchel $1.50 50,000 5 years
THE BOARD RECOMMENDS
A VOTE IN FAVOR OF THE NAMED NOMINEES.
8
<PAGE>
MARKET PRICES AND DIVIDEND INFORMATION
The Common Stock of the Company is traded on the NASDAQ OTC
Bulletin Board under the trading symbol "SKVI". As of November
30, 1999, the last date on which the Common Stock was traded prior
to the fixing of the record date for voting, the high and low sales
prices of the Common Stock on the OTC Bulletin Board was $3.00 per
share and $3.125 per share, respectively. On December 1, 1999, the
latest practicable trading day before the filing of this Proxy
Statement with the SEC, the high and low sales prices of the Common
Stock on the OTC Bulletin Board were $3.00 per share and $3.00 per
share, respectively.
The Company has not previously declared or paid any dividends on
its common stock and does not anticipate declaring any dividends in
the foreseeable future.
The high and low sales price of the Common Stock on the OTC
Bulletin Board during the past two years by quarter are as follows:
Quarter High Low
- ---------------- ----- -----
1st Quarter 1999 $5.25 $1.50
2nd Quarter 1999 $5.59 $4.00
3rd Quarter 1999 $5.25 $2.50
4th Quarter 1999 (to date) $3.75 $2.25
SECURITY OWNERSHIP
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The following table sets forth the beneficial ownership of the
Company's common stock held by all persons who, to the knowledge of
the Company, beneficially owned more than five percent (5%) of the
outstanding shares of the Company's common stock as of November 1,
1999, or, in certain instances as described in the footnotes below,
as of a date of the filing by such person of a Schedule 13G with
the Securities and Exchange Commission ("Commission"). According
to rules adopted by the Commission, a person is the "beneficial
owner" of securities if he or she has, or shares, the power to vote
them, or to direct their investment, or has the right to acquire
beneficial ownership of such securities within 60 days. Unless
otherwise indicated, all persons have sole voting and investment
power over all shares beneficially owned.
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Name and Address Number of Shares Percent
Class of Beneficial Owner Beneficial Owned of class
- -------------- ------------------- ---------------- --------
Common Terry Howlett (1) 1,000,000 9.33%
3095 East Patrick Ln.
Suite 1
Las Vegas, NV 89120
Common Jost Steinbruchel(2) 550,000 5.13%
Rue de L'Arquebuse 8
Case Postale 5359
1211 Geneva 11
Common Logan Anderson 800,000 7.46%
PO Box 1998G
Lacovia Condominium
Seven Mile Beach,
Grand Cayman BWI
Common Paul Banko 550,000 5.13%
2058 Caracol Ct.
Carlsbad, CA 92009
Common Harry Moll 850,000 7.93%
PO Box 1998G
Lacovia Condominium
Seven Mile Beach,
Grand Cayman BWI
Common Abaderra Ltd 780,000 7.28%
Buckingham Square
Penthouse
Seven Mile Beach,
Grand Cayman BWI
- ---------------------------------------------------------------------
(1) Mr. Howlett also holds stock options to purchase 300,000 shares
at a price of $1.65.
(2) Mr. Steinbruchel also holds stock options to purchase 50,000
shares at a price of $1.50.
The Company knows of no other person who is the beneficial owner of
more than five percent of the Company's common stock.
SECURITY OWNERSHIP OF CERTAIN MANAGEMENT OF THE COMPANY
The following table sets forth information, as of November 1, 1999,
concerning the Company's common stock owned by: (i) each director;
(ii) the Chief Executive Officer and the other executive officers
of the Company who earned more than $100,000 during fiscal 1998 and
were serving as executive officers at the end of fiscal 1998; and
(iii) all directors and officers of the Company as a
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group. According to rules adopted by the Commission, a person is the
"beneficial owner" of securities if he or she has, or shares, the
power to vote them, or to direct their investment, or has the right
to acquire beneficial ownership of such securities within 60 days.
Unless otherwise indicated, all persons have sole voting and
investment power over all shares beneficially owned.
Name and Address Number of Shares Percent
Class of Beneficial Owner Beneficial Owned of class**
- -------------- ------------------- ---------------- ----------
Common Terry Howlett (1) 1,000,000 9.33%
Director, President
Common Howard Thomson (2) 156,000 1.46%
Director, Sec./Treas.
Common Anthony St. John (3) 150,000 1.40%
Director
Common Jost Steinbruchel(4) 550,000 5.13%
Director
Common Jerry Hodge(5) 200,000 1.87%
Director
Common All Officers and Directors 2,056,000 19.18%
as a Group ( 5 persons)
- ---------------------------------------------------------------------
** Based on 10,721,000 shares of common stock outstanding as of
December 1, 1999.
(1) Mr. Howlett also holds stock options to purchase 300,000 shares
at a price of $1.65.
(2) Mr. Thomson also holds stock options to purchase 50,000 shares
at a price of $1.50.
(3) Mr. St. John also holds stock options to purchase 50,000 shares
at a price of $1.50.
(4) Mr. Steinbruchel also holds stock options to purchase 50,000
shares at a price of $1.50.
(5) Mr. Hodge also holds stock options to purchase 50,000 shares at
a price of $1.50.
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ADDITIONAL INFORMATION
INDEPENDENT ACCOUNTANTS
Upon appointment by the Board, Sarna and Company, independent
public accountants, audited and reported on the consolidated
financial statements of the Company and its subsidiaries for the
fiscal year ended December 31, 1998. Such financial statements can
be found in the Company's 10SB filed on April 30, 1999 and are
incorporated by reference in this Proxy Statement. Representatives
of Sarna and Company are not expected to be present at the Annual
Meeting.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents, filed by the Company with the Commission,
are incorporated herein by reference:
(i) the Company's Registration Statement filed on Form 10SB
with the Commission on April 30, 1999;
(ii) the Company's Quarterly Reports filed on Form 10-QSB on
August 17, 1999 and November 15, 1999.
All reports and definitive proxy or information statements filed by
the Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the
Exchange Act subsequent to the date of this Proxy Statement and
prior to the date of the Annual Meeting shall be deemed to be
incorporated by reference into this Proxy Statement from the dates
of filing of such documents. Any statement contained in a document
incorporated or deemed to be incorporated in this Proxy Statement
shall be deemed to be modified or superseded for purposes of this
Proxy Statement to the extent that a statement contained herein or
in any other subsequently filed document that also is or is deemed
to be incorporated by reference modifies or supersedes such
statement.
A copy of the documents incorporated herein by reference (excluding
exhibits unless such exhibits are specifically incorporated by
reference into the information incorporated herein) that are not
presented with this document or delivered herewith, will be
provided without charge to each person, including any beneficial
owner, to whom a Proxy Statement is delivered, upon oral or written
request of any such person and by first-class mail or other equally
prompt means. Requests should be directed to the Corporate
Secretary at the address set forth below in "Other Matters."
ANNUAL MEETING
The 1999 Annual Meeting of Shareholders of the Company will be held
on December 22, 1999 at 9:00 a.m., at 3095 East Patrick Lane, Suite
1, Las Vegas, Nevada 89120.
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OTHER MATTERS
The Board, as of December 1, 1999 was not aware of any matters to
be presented for action at the Annual Meeting other than the
election of directors, and do not intend to bring any other matters
before the Annual Meeting. If any other matters properly come
before the meeting, however, or any adjournment thereof, the person
or persons voting the proxies will vote in accordance with their
best judgment.
By Order of the Board of Directors
of Skinvisible, Inc.
\s\ Terry Howlett
_______________________________
Terry Howlett
President and Chief Executive Officer
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SKINVISIBLE, INC.
PROXY
FOR ANNUAL MEETING OF THE SHAREHOLDERS OF SKINVISIBLE, INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Terry Howlett with full power of
substitution as proxy to vote the shares which the undersigned is
entitled to vote at the Annual Meeting of the Company to be held at
3095 East Patrick Lane, Suite 1, Las Vegas, Nevada 89120, on
December 22, 1999 at 9:00 a.m. Pacific Standard Time, and at any
adjournments thereof.
Please mark your votes as indicated [X] Total Number of
Shares Held: ______________
This proxy when properly signed will be voted in the manner
directed herein by the undersigned shareholder. IF NO DIRECTION IS
MADE, THIS PROXY WILL BE VOTED FOR THE PROPOSAL.
1. Election of directors: Terry Howlett, Howard Thomson, Jerry
Hodge, Anthony St. John, Jost Steinbruchel.
FOR Election NOT FOR Election
of directors of directors
[_] [_]
Except vote withheld from following nominee(s) listed above.
___________________________ ________________________
In their discretion, the proxies are authorized to vote upon such
other business as may properly come before the meeting.
IMPORTANT - PLEASE SIGN AND RETURN PROMPTLY. When shares are held
by joint tenants, both should 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
by President or other authorized officer. If a partnership, please
sign in partnership name by an authorized person.
Signature(s) Dated: ________________, 1999
___________________________ ___________________________
14
