<PAGE>
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 [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 Rule 14a-11(c) or Rule 14a-12.
WORLDQUEST NETWORKS, 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):
[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:
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<PAGE>
(2) Aggregate number of securities to which transactions applies:
-------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11
-------------------------------------------------------------------------
(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:
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(2) Form, schedule or registration statement no.:
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(3) Filing party:
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(4) Date filed:
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<PAGE>
WORLDQUEST NETWORKS, INC.
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
NOTICE IS HEREBY GIVEN that the annual meeting of stockholders of
WorldQuest Networks, Inc. (the "Company") will be held on Monday, May 8, 2000,
at 9:00 a.m., local time, at the DoubleTree Hotel - Lincoln Center located at
5410 LBJ Freeway, Dallas, Texas 75240, for the following purposes:
(1) To elect five members of the Board of Directors to serve until
the 2001 annual meeting of stockholders or until their respective
successors are duly elected and qualified; and
(2) To consider and act upon any other matters which may properly
come before the meeting or any adjournment thereof.
The holders of record of Common Stock of the Company at the close of
business on April 11, 2000 will be entitled to vote at the meeting, as described
above.
For a period of at least ten days prior to the meeting, a complete list of
stockholders entitled to vote at the meeting will be open to the examination of
any stockholder during ordinary business hours at the Company's offices at 16990
Dallas Parkway, Suite 220, Dallas, Texas 75248.
By order of the Board of Directors
Michael R. Lanham
Secretary
April 13, 2000
____________________
You are cordially invited to attend the meeting in person. Even if you plan
to be present, you are urged to sign, date and mail the enclosed proxy promptly.
However, if you attend the meeting, you may vote in person or by your proxy.
<PAGE>
WORLDQUEST NETWORKS, INC.
PROXY STATEMENT
FOR
ANNUAL MEETING OF STOCKHOLDERS
May 8, 2000
This proxy statement is furnished in connection with a solicitation of
proxies by the Board of Directors of WorldQuest Networks, Inc. The proxies
solicited in connection with this proxy statement will be used at our annual
meeting of stockholders to be held on Monday, May 8, 2000 at 9:00 a.m., local
time, at the DoubleTree Hotel-Lincoln Center located at 5410 LBJ Freeway,
Dallas, Texas 75240, and at any adjournment thereof, for the purposes set forth
in the foregoing notice of the meeting. Properly executed proxies received in
time for the meeting will be voted as specified therein. If the enclosed form
of proxy is executed and returned, it may nevertheless be revoked by written
notice to either of the persons named as a proxy or our Secretary at any time
before it is exercised, by voting in person at the meeting or by giving a later
proxy. This proxy statement and the enclosed form of proxy are being mailed on
or about April 13, 2000.
Our principal executive office is located at 16990 Dallas Parkway, Suite
220, Dallas, Texas 75248, and our telephone number is (972) 818-0460.
At the close of business on April 11, 2000, (the "Record Date"), we had
outstanding and entitled to vote 6,359,199 shares of common stock, $.01 par
value. The presence, in person or by proxy, of a majority of the outstanding
shares of common stock entitled to vote at the annual meeting will constitute a
quorum. Abstentions and broker nonvotes will be included in determining the
presence of a quorum at the annual meeting.
The Annual Report to Stockholders for the year ended December 31, 1999,
including financial statements, is enclosed with this proxy statement.
MATTERS TO BE ACTED UPON
As of the date of this proxy statement, the Board of Directors knows of no
matters other than the election of directors which are likely to be presented
for consideration at the annual meeting. No other matter was timely delivered
to us in accordance with our Bylaws for consideration at the meeting. However,
if any other matters should properly come before the meeting or any adjournment
thereof, the persons named in the enclosed proxy will have discretionary
authority to vote such proxy in accordance with their best judgment on such
matters and with respect to matters incident to the conduct of the meeting.
Votes will be counted at the meeting by an election judge to be appointed by us
prior to the meeting.
ELECTION OF DIRECTORS
At the meeting, five directors are to be elected to hold office until the
2001 annual meeting of stockholders or until their successors are elected and
qualified. Our Bylaws provide that the number of directors shall be fixed by
the Board of Directors. The Board of Directors is now comprised of five
members, as fixed by the Board of Directors. The nominees for consideration by
holders of common stock are identified below under "Management".
-1-
<PAGE>
Proxies for shares of common stock may not be voted for a greater number of
persons than the number of nominees named in this proxy statement. It is the
intention of the persons named in the enclosed form of proxy to vote such proxy
FOR the election of the nominees named below unless authorization is withheld on
the proxy. We do not contemplate that any nominee will be unable or unwilling
to serve as a director or become unavailable for any reason, but if such should
occur before the meeting, a proxy voted for any such individual will be voted
for another nominee to be selected by us.
The enclosed form of proxy provides a means for holders of common stock to
vote for all of the nominees listed therein, to withhold authority to vote for
one or more of such nominees or to withhold authority to vote for all such
nominees. Each properly executed proxy received in time for the meeting will be
voted as specified therein. If a holder of common stock does not specify
otherwise, the shares represented by such stockholder's proxy will be voted for
the nominees listed therein or, as noted above, for other nominees selected by
us. The withholding of authority or abstention or broker nonvotes will have no
effect upon the election of directors by holders of common stock because under
Delaware law directors are elected by a plurality of the votes cast, assuming a
quorum is present. The presence of a majority of the outstanding shares of
common stock will constitute a quorum. The shares held by each holder of common
stock who signs and returns the enclosed form of proxy will be counted for
purposes of determining the presence of a quorum at the meeting. Abstentions
and broker nonvotes will be included for purposes of determining the presence of
a quorum.
The Board of Directors recommends a vote FOR the nominees to the Board of
---
Directors identified below.
MANAGEMENT
Director Nominees and Executive Officers
The following table provides information as of March 31, 2000, with respect
to each of our nominees for director and each executive officer:
<TABLE>
<CAPTION>
Served as Executive
Officer or
Name Age Position Director Since
---- --- -------- -------------------
Director Nominees
<S> <C> <C> <C>
B. Michael Adler/(1)/ 52 Chairman and Chief 1996
Executive Officer
Michael R. Lanham 46 Director, President, 1998
Chief Operating Officer
and Secretary
E. Denton Jones/(1)(2)/ 48 Director 1999
Hugh E. Humphrey, Jr./(1)(2)/ 74 Director 1996
Nabil N. El-Hage/(1)(2)/ 41 Director 1999
Other Executive Officers
Mark C. Levy 46 Chief Financial Officer 1999
and Treasurer
</TABLE>
- --------------------------------
(1) Member of the Compensation Committee.
(2) Member of the Audit Committee.
-2-
<PAGE>
B. Michael Adler is the founder of WorldQuest and has been our Chairman of
the Board and Chief Executive Officer since our inception in 1996. Mr. Adler is
a director of Intellicall, Inc., a publicly traded manufacturer of pay phones
and call processing equipment (American Stock Exchange symbol "ICL"). Mr. Adler
founded Intellicall in 1984 and served as Chairman or Vice Chairman of the Board
from its inception until November 1993. For approximately the last five years
until July 1999, Mr. Adler was the Chairman of the Board of The Payphone Company
Limited, a company that installed and owns a wireless pay phone network in Sri
Lanka. For approximately the last four years, he has been the Chief Executive
Officer of Eagle Venture Capital, LLC, a Delaware limited liability company,
formerly known as WorldQuest Networks, LLC.
Michael R. Lanham joined WorldQuest in December 1998 as a director and the
President and Chief Operating Officer. Mr. Lanham was the acting Chief Financial
Officer from December 1998 until July 19, 1999. From June 1997 to December 1998,
he provided management consulting services to Stratton Voice and Data, a
telephone and data integration company. Mr. Lanham was a member of the founding
group of MultiTechnology Services Corporation, a competitive local exchange
carrier, and served as Chief Executive Officer from May 1991 until June 1997.
E. Denton Jones has been Chairman of the Board and Chief Executive Officer
of New York City Telecommunications Company, Inc., a privately held
telecommunications company, since he co-founded it in June 1993. Mr. Jones has
been involved in the telecommunications industry since 1984 and owned or
operated several privately held telecommunications companies during that time
prior to co-founding New York City Telecommunications. These companies were
Altus Communications, Inc., MSC Services, Inc., MSC National, Inc. and NYLT,
Inc. (which was formerly known as New York Local Telephone, Inc.). He has been a
director of WorldQuest since July 1999.
Hugh E. Humphrey, Jr. has been President, Chief Executive Officer and
Chairman of the Board of Algiers Bancorp, Inc., a publicly traded savings and
loan holding company based in New Orleans, Louisiana (trading symbol "ALGC"),
since 1996 and has been President since 1996 and Chief Executive Officer since
1984 of Algiers Homestead Association, the subsidiary of Algiers Bancorp, Inc.
He has been a director of WorldQuest since 1996.
Nabil N. El-Hage has been Chairman of the Board, President and Chief
Executive Officer of Jeepers! Inc., an owner and operator of 29 family-oriented
indoor amusement facilities throughout the United States, since January 1995.
From December 1993 to December 1994, Mr. El-Hage was associated with Advent
International Corporation, a private equity investment firm in Boston,
Massachusetts. He has been a director of WorldQuest since December 1999.
Mark C. Levy joined WorldQuest in July 1999 as the Chief Financial Officer
and Treasurer. For the past five years before joining us, he was engaged in
financial management consulting services from September 1998 until July 1999 for
his own firm, Levy & Associates, was Vice President and Controller from August
1996 until August 1998 of Darling International, Inc., a recycling company, Vice
President and Controller from April 1995 until August 1996 of Staffing
Resources, Inc., a staffing services and consulting company, and Vice President
Financial Services from March 1993 until April 1995 of MBNA Information
Services, Inc., a credit card processing company.
Our Board of Directors has an Audit Committee and Compensation Committee.
We do not have a nominating committee.
The Compensation Committee is responsible for recommending to the Board of
Directors all officer salaries, management incentive programs and bonus
payments. Its current members are Messrs. Adler, El-Hage and Jones. It did not
take any actions by written consent or hold any meetings in 1999.
The Audit Committee reviews financial press releases and earnings reports,
recommends to the Board the independent public accountants to be used by us,
reviews with our independent auditors any management letters or other reports
which such independent auditors deem necessary to be communicated to us or the
Audit Committee, and reviews with our independent auditors the adequacy of our
internal accounting controls. Its current members are Messrs. Humphrey, El-Hage
and Jones. The Audit Committee did not take any actions by written consent or
hold any meetings in 1999.
-3-
<PAGE>
Our Board of Directors held no meetings during 1999 but took 15 actions by
written consent. We pay our non-employee directors annual compensation of
$20,000 for their services. In addition, non-employee directors receive a fee of
$1,000 for each meeting attended. Non-employee directors attending any committee
meeting receive an additional fee of $1,000 for each committee meeting attended,
unless the committee meeting is held on the day of a meeting of the Board of
Directors, in which case they receive no additional compensation for attending
the committee meeting. Non-employee directors are also reimbursed for reasonable
costs and expenses incurred for attending any director or committee meetings.
Our officers who are directors are not paid any director fees. Each member of
our Board has been granted options to purchase 25,000 shares of common stock
under our Stock Option Plan, and each new director will be granted options to
purchase 25,000 shares of common stock under the Stock Option Plan concurrently
with his or her initial election to the Board. Our Board may also grant
discretionary options to directors, in addition to the foregoing options.
Section 16(a) Beneficial Ownership Reporting Compliance
Based solely upon a review of Forms 3, 4 and 5 and amendments thereto
furnished to us pursuant to Rule 16a-3(e) promulgated under the Securities
Exchange Act of 1934 (the "Exchange Act"), or upon written representations
received by us, we are not aware of any failure by any officer, director or
beneficial owner of more than 10% of our common stock to timely file with the
Securities and Exchange Commission any Form 3, 4 or 5 relating to 1999.
Certain Transactions
Effective at our formation in October 1996, Eagle Venture Capital, LLC
contributed $1,000 and various tangible and intangible assets to us in exchange
for 100% of our outstanding common stock. The assets had a book value of
approximately $184,000, which was determined to be the fair value of the assets
by B. Michael Adler, our Chairman of the Board, who was also our only director
at the time. Mr. Adler also owns 94% of Eagle Venture. The contributed assets
had an initial cost to Eagle Venture of approximately $230,000. We also assumed
an existing real estate lease from which premises we initially conducted
operations. This lease expired in April 1997 and provided for monthly rental
payments of approximately $4,000. During the first quarter of 1997, Eagle
Venture contributed an additional $316,000 in cash to us as additional equity
without requiring any additional shares of common stock to be issued to it.
We have a credit facility with Eagle Venture to provide loans to us of up
to $2.5 million at an annual interest rate of 8%. The outstanding amount owed to
Eagle Venture by us at December 31, 1999 was $2.0 million and at December 31,
1998 was $1.7 million. In May 1999, we amended this credit facility to convert
$1.1 million to a term loan with interest and principal payable in May 2002.
Eagle Venture also agreed at such time to convert $200,000 of the loan into
60,061 shares of our common stock, at a conversion price of $3.33 per share. On
February 10, 2000, we paid $780,000 of the principal balance, and $87,647 of the
accrued interest, on the line of credit. As of March 1, 2000, we have drawn
none of the $1.4 million line of credit with Eagle Venture, which is payable on
demand. If no demand is made, interest on the outstanding line of credit is
payable monthly until May 2002, when the entire loan is due.
In December 1998, we entered into a written agreement with WorldQuest
Communications, Inc. and Eagle Venture which formalized an earlier oral
agreement relating, among other things, to the grant of a license to us and
Eagle Venture by WorldQuest Communications of the name "WorldQuest." Pursuant to
this agreement, Eagle Venture also acknowledged its prior oral agreement to
transfer, and caused the transfer of, 300,000 shares of our common stock owned
by it to WorldQuest Communications in consideration of WorldQuest Communications
canceling approximately $100,000 owed by Eagle Venture to WorldQuest
Communications. As part of this transaction, E. Denton Jones also cancelled
$150,000 owed to him by Eagle Venture, which Eagle Venture also had funded to us
as equity or as a loan. Mr. Jones, one of our directors, beneficially owns 99%
of WorldQuest Communications. Eagle Venture also contributed to us at our
inception the right to use the name "WorldQuest".
We entered into a Joint Venture Agreement with BDC, LLC, a Nevada limited
liability company owned by E. Denton Jones, in April 1999 to fund the
installation of one Internet gateway in each of Sri Lanka, Mexico and India. BDC
contributed $50,000 to the joint venture and we agreed to be responsible for
obtaining the Internet gateways and for installing and operating them. We are
entitled to 60% of the profits and losses from the operation of these three
gateways and BDC is entitled to 40%. As of December 31, 1999, no payments have
accrued to the benefit of, or been paid to, BDC.
During January 1999 and during 1998 and 1997, Robert M. Adler, Jr., B.
Michael Adler's brother, performed sales and marketing consulting services to us
relating to our facsimile transmission services. We paid him $5,500 during 1999,
$61,500 during 1998 and $44,000 during 1997 for these consulting services.
-4-
<PAGE>
Executive Compensation
Summary Compensation Table
The following table sets forth information concerning the annual and long-
term compensation earned by our Chief Executive Officer and each executive
officer who had an annual salary and bonus during fiscal 1999 exceeding
$100,000. We refer to these individuals collectively as the Named Executive
Officers.
<TABLE>
<CAPTION>
Long Term
Compensation
Annual Compensation Awards
-------------------------- ------
Securities
Other annual Underlying
Name and principal position Salary($) compensation($) Options
--------------------------- --------- --------------- ---------
<S> <C> <C> <C>
B. Michael Adler, Chief Executive Officer $ 35,166 $ -- 5,000
Michael R. Lanham, President, Chief Operating Officer 125,430 -- 10,000
and Secretary
</TABLE>
B. Michael Adler, Michael R. Lanham and Mark C. Levy currently receive annual
salaries of $175,000, $125,000 and $120,000, respectively. We do not have
employment agreements with any of these officers relating to the payment of
their salaries or any other matter. Their salaries will be reviewed by the
Compensation Committee annually, who will make recommendations to the Board of
Directors for any adjustments. Adjustments will be based on our performance and
condition, the officer's performance and such other criteria deemed pertinent by
the Compensation Committee.
Option Grants
The following table provides certain summary information concerning shares of
common stock represented by stock options granted to each of the Named Executive
Officers during fiscal year 1999.
<TABLE>
<CAPTION>
Percentage of Total
Options Granted to Exercise Expiration
Number of Securities Employees in Fiscal Price Date
Underlying Options Year ----- ----
--------------------- ----------------------
<S> <C> <C> <C> <C>
B. Michael Adler 5,000 3.3 $13.00 10/28/06
Michael R. Lanham 10,000 6.6 $13.00 10/28/06
</TABLE>
Fiscal Year-End Option Values
The following table provides information concerning the shares of common stock
represented by outstanding stock options held by each of the Named Executive
Officers on December 31, 1999.
<TABLE>
<CAPTION>
Number of Securities
Underlying Unexercised Value of Unexercised
Options at in-the-Money Options at
December 31, 1999 December 31, 1999
----------------- -----------------
Exercisable Unexercisable Exercisable Unexercisable
-------------- --------------- ------------- -------------
<S> <C> <C> <C> <C>
B. Michael Adler 5,000 5,000 $ 60,000 $ --
Michael R. Lanham 167,867 10,000 1,623,274 --
</TABLE>
Options for 167,867 shares of common stock granted to Michael R. Lanham vested
on the closing of our initial public offering.
-5-
<PAGE>
There was no public market for the common stock at December 31, 1999.
Accordingly, the values of unexercised in-the-money options have been calculated
by determining the difference between the initial public offering price of
$13.00 per share and the per share exercise price of the options.
No options were exercised by the Named Executive Officers during fiscal
year 1999.
PRINCIPAL STOCKHOLDERS AND SECURITY OWNERSHIP OF MANAGEMENT
The following table sets forth certain information regarding the ownership
of our common stock as of March 31, 2000, by each stockholder known to us to own
beneficially more than five percent of our outstanding Common Stock, each
current director and nominee, and all executive officers, directors and nominees
as a group, based on information provided to us by such persons. Except as
otherwise stated, each such person has sole investment and voting power with
respect to the shares set forth in the table.
Eagle Venture Capital, LLC is the record and beneficial owner of 2,666,478
of the shares shown in the table below. B. Michael Adler owns a controlling
interest in Eagle Venture and is also deemed to beneficially own these shares.
The share ownership for Mr. Adler also includes a vested option to purchase
5,000 shares and unvested options to purchase 20,000 shares. WorldQuest
Communications, Inc. is the record and beneficial owner of 360,000 of the shares
reflected below, but E. Denton Jones beneficially owns 99% of the outstanding
capital stock of WorldQuest Communications, Inc. and is also deemed to
beneficially own these shares. The ownership for Mr. Jones also reflects 10,000
shares owned by five children of Mr. Jones and 1,000 shares owned by a company
with respect to which he shares investment and dispositive power, as well as
unvested options to purchase 25,000 shares. Mr. Jones is also deemed to
beneficially own these shares. Michael R. Lanham's beneficial ownership below
includes vested options to purchase 167,867 shares, and unvested options to
purchase 25,000 shares. Mark C. Levy's beneficial ownership below includes
options to purchase 100,000 shares granted effective July 19, 1999, which vest
20%, 30% and 50% on the first, second and third anniversaries of the date of
grant. Hugh E. Humphrey, Jr. owns a vested option to purchase 5,000 shares and
unvested options to purchase 20,000 shares. Nabil N. El-Hage owns unvested
options to purchase 25,000 shares.
<TABLE>
<CAPTION>
Shares
beneficially Percentage of
Name and address of beneficial owner owned shares owned
- ------------------------------------ ----- -------------
<S> <C> <C>
B. Michael Adler 2,691,478 42.2%
16990 Dallas Parkway, Suite 220
Dallas, Texas 75248
E. Denton Jones 396,000 6.2
The Claridge, Suite 18D
3510 Turtle Creek Blvd.
Dallas, Texas 75219
Michael R. Lanham 193,167 2.9
16990 Dallas Parkway, Suite 220
Dallas, Texas 75248
Mark C. Levy 100,150 1.6
16990 Dallas Parkway, Suite 220
Dallas, Texas 75248
Hugh E. Humphrey, Jr. 25,000 *
No. 1 Westbank Expressway
New Orleans, Louisiana 70174
Nabil N. El-Hage 25,000 *
60 Hickory Drive
Waltham, Massachusetts 02451
All directors and
executive officers
as a group (6 persons) 3,430,795 50.8
</TABLE>
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<PAGE>
_____________
* Less than 1%
STOCKHOLDER PROPOSALS FOR THE
2001 ANNUAL MEETING OF STOCKHOLDERS
Proposals of stockholders must be received by us at our principal executive
office at 16990 Dallas Parkway, Suite 220, Dallas, Texas 75248, by December 19,
2000 for inclusion in our proxy statement and form of proxy relating to the 2001
annual meeting of stockholders.
In addition, our Bylaws include advance notice provisions that require
stockholders desiring to bring nominations or other business before an annual
stockholders' meeting to do so in accordance with the terms of the advance
notice provisions. These advance notice provisions require that, among other
things, stockholders give timely written notice to our President regarding such
nominations or other business. To be timely, a notice must be delivered to the
President in writing at our principal executive offices no earlier than January
1 of the year in which such annual meeting will be held and not later than
February 15 of the year in which such annual meeting will be held.
Accordingly, a stockholder who intends to present a proposal at the 2001
annual meeting of stockholders without inclusion of the proposal in our proxy
materials for the 2001 annual meeting must provide written notice of the
nomination or other business they wish to propose to our President no earlier
than January 1, 2001 and not later than February 15, 2001. We reserve the right
to reject, rule out of order, or take other appropriate action with respect to
any proposal that does not comply with these and other applicable requirements.
RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANTS
Ernst & Young LLP served as our principal independent public accountants
for 1999, and has been selected by us to serve in 2000. Representatives of Ernst
& Young LLP are expected to be present at the 2000 annual meeting of
stockholders with the opportunity to make a statement if they so desire and will
be available to respond to appropriate questions.
EXPENSES OF SOLICITATION
The cost of solicitation of proxies in the accompanying form will be paid
by the Company, including reimbursement to brokerage houses, brokers,
custodians, nominees and other fiduciaries for their expenses in forwarding
proxy materials to beneficial owners. In addition to solicitation by use of the
mails, certain of our officers and employees may solicit the return of proxies
by telephone, telegram or personal interviews.
By Order of the Board of Directors
Michael R. Lanham
Secretary
April 13, 2000
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<PAGE>
Common Stock Proxy
WorldQuest Networks, Inc.
This Common Stock Proxy is Solicited on Behalf of the Board of Directors
The undersigned hereby (1) acknowledges receipt of the Notice of Annual
Meeting of Stockholders of WorldQuest Networks, Inc. (the "Company") to be held
at the DoubleTree Hotel - Lincoln Center, located at 5410 LBJ Freeway, Dallas,
Texas 75240, beginning at 9:00 a.m., Dallas time, and the Proxy Statement in
connection therewith and (2) appoints B. Michael Adler and Michael R. Lanham,
and each of them, the undersigned's proxies with full power of substitution for
and in the name, place and stead of the undersigned, to vote upon and act with
respect to all of the shares of Common Stock of the Company standing in the name
of the undersigned, or with respect to which the undersigned is entitled to vote
and act, at the meeting and at any adjournment thereof.
The undersigned directs that the undersigned's proxy be voted as follows:
1. ELECTION OF [_] FOR all nominees listed below [_] WITHHOLD AUTHORITY
DIRECTORS (except as marked to the to vote for all
contrary below) nominees listed below
B. Michael Adler, Michael R. Lanham, E. Denton Jones, Hugh E. Humphrey,
Jr. and Nabil N. El-Hage
(INSTRUCTION: To withhold authority to vote for any individual nominee,
write that nominee's name on the line provided below.)
_____________________________________________________________________________
2. IN THE DISCRETION OF THE PROXIES, ON ANY OTHER MATTER WHICH MAY PROPERLY
COME BEFORE THE MEETING.
This proxy will be voted as specified above. If no specification is made,
this proxy will be voted for the election of the director nominees in item 1
above.
The undersigned hereby revokes any proxy heretofore given to vote or act with
respect to the Common Stock of the Company and hereby ratifies and confirms all
that the proxies, their substitutes, or any of them may lawfully do by virtue
hereof.
If more than one of the proxies named shall be present in person or by
substitute at the meeting or at any adjournment thereof, the majority of the
proxies so present and voting, either in person or by substitute, shall exercise
all of the powers hereby given.
Please date, sign and mail this proxy in the enclosed envelope.
Date __________________ ____, 2000
_______________________________________
Signature of Stockholder
_______________________________________
Signature of Stockholder
Please date this proxy and sign your
name exactly as it appears hereon. Where
there is more than one owner, each
should sign. When signing as an
attorney, administrator, executor,
guardian or trustee, please add your
title as such. If executed by a
corporation, the proxy should be signed
by a duly authorized officer.
