<PAGE> 1
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE
SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )
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[ ] 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 sections 240.14a-11(c) or 240.14a-12
ACME Communications, Inc.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
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[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
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pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
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previously. Identify the previous filing by registration statement number,
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<PAGE> 2
(ACME COMMUNICATIONS, INC. LOGO)
2101 E. FOURTH STREET, STE. 202
SANTA ANA, CALIFORNIA 92705
Dear Stockholder:
You are cordially invited to attend the Annual Meeting of
Stockholders of ACME Communications, Inc. which will be held at the Peninsula
Hotel located at 9882 Santa Monica Blvd., Beverly Hills, California on
Wednesday, April 26, 2000 at 9:00 a.m. (local time).
At the Annual Meeting, holders of common stock will vote upon the
election of eight directors. In addition, we will ask all stockholders to ratify
the appointment of KPMG LLP as our independent accountants for the 2000 fiscal
year. The attached Proxy Statement contains information about these matters.
Whether or not you plan to attend, please promptly execute and
return your proxy card to assure that your shares are represented at the
meeting.
I hope you will be able to attend the Annual Meeting and look
forward to seeing you on April 26, 2000.
Sincerely,
Jamie Kellner
Chairman of the Board and
Chief Executive Officer
March 31, 2000
<PAGE> 3
(ACME COMMUNICATIONS, INC. LOGO)
2101 E. FOURTH STREET, STE. 202
SANTA ANA, CALIFORNIA 92705
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
APRIL 26, 2000
ACME Communications, Inc. will hold its Annual Meeting of
Stockholders on Wednesday, April 26, 2000 at the Peninsula Hotel, 9882 Santa
Monica Blvd., Beverly Hills, California at 9:00 a.m. (local time) for the
following purposes:
1. To elect eight directors;
2. To ratify the appointment of KPMG LLP as our
independent accountants for 2000; and
3. To transact such other business as may properly
come before the meeting.
Only stockholders who owned stock at the close of business on
March 15, 2000 can vote at this meeting or any adjournments that may take place.
Even though you may plan to attend the meeting, we ask that you sign and date
the enclosed proxy card, and return it without delay in the enclosed
postage-paid envelope. If you are present, you may withdraw your proxy card and
vote in person.
Please sign, date and mail the enclosed proxy card promptly in
the enclosed envelope so that your shares of stock may be present at the
meeting.
By Order of the Board of Directors,
Thomas Allen
Executive Vice President,
Chief Financial Officer and
Secretary
March 31, 2000
<PAGE> 4
(ACME COMMUNICATIONS, INC. LOGO)
2101 E. FOURTH STREET, STE. 202
SANTA ANA, CALIFORNIA 92705
PROXY STATEMENT
MARCH 31, 2000
GENERAL
ACME Communications, Inc.'s Board of Directors is soliciting the
enclosed proxy for use at our Annual Meeting of Stockholders to be held on
Wednesday, April 26, 2000 at the Peninsula Hotel, 9882 Santa Monica Blvd.,
Beverly Hills, California at 9:00 a.m. (local time) and at any adjournment
thereof.
We will vote all valid and properly executed proxies that we
receive before the Annual Meeting in accordance with the instructions specified
in the proxy. If proxies do not give any instructions, we will vote shares FOR:
(1) the election of the named nominees for director, and (2) ratification of
KPMG, LLP's appointment as independent accountants.
You may revoke your proxy at any time before it is actually voted
at the Annual Meeting by delivering a written notice of revocation to our
corporate Secretary or attending the meeting and withdrawing your proxy.
We will pay the cost of this proxy solicitation. Brokers and
nominees should forward soliciting materials to the beneficial owners of the
stock such brokers and nominees hold of record. We will reimburse them for their
reasonable forwarding expenses. Our directors, officers and regular employees,
without extra compensation, may solicit proxies personally, by telephone, by
mail or by other means of communication.
VOTING SECURITIES
Each share of common stock has one vote on all matters submitted
to our stockholders at the Annual Meeting. Stockholders of record at the close
of business on March 15, 2000 are entitled to vote at the Annual Meeting. On
March 15, 2000, our issued and outstanding voting securities consisted of
16,750,000 shares of common stock.
The presence at the Annual Meeting, in person or by proxy, of the
holders of a majority in voting power of the outstanding shares of our common
stock entitled to vote will constitute a quorum for the meeting. Assuming such a
quorum is present, for the purpose of electing directors, the affirmative vote
of a plurality of votes cast is necessary to approve the election of directors.
For the purpose of approving all other proposals presented to our stockholders
at the Annual Meeting, the affirmative vote of a majority in voting power of the
shares of common stock which are present in person or by proxy and entitled to
vote thereon.
<PAGE> 5
The inspector of elections that we appoint will count all votes
cast in person or by proxy at the Annual Meeting. We will treat abstentions as
shares that are present and entitled to vote to determine the presence of a
quorum, but not as votes cast to determine the approval of any matter submitted
to a vote.
If you hold your shares in "street name" through a broker or
other nominee, and you do not give your broker or nominee specific instructions
on how to vote your shares, your broker or nominee will be permitted to exercise
voting discretion with respect to the matters proposed to be acted upon. Shares
represented by such "broker non-votes" will be counted in determining whether
there is a quorum.
BOARD OF DIRECTORS
ELECTION OF DIRECTORS
The nominees proposed for election are Jamie Kellner, Douglas
Gealy, Thomas Allen, James Collis, Brian McNeill, Thomas Embrescia, Michael
Roberts and Darryl Schall. Each director will serve until the annual meeting of
stockholders in 2001 or until his successor is elected and qualified.
Each nominee has indicated his willingness to serve if elected,
but if any nominee should become unable to serve, we will vote the proxies
solicited hereby for the election of such other person as our directors shall
select. Background information on the directors appears below.
NOMINEES FOR ELECTION AS DIRECTORS
The following table sets forth information about our directors as
of March 15, 2000.
<TABLE>
<CAPTION>
YEAR
FIRST
NAME AGE POSITION ELECTED
---- --- -------- -------
<S> <C> <C> <C>
Jamie Kellner.............52 Chairman of the Board and Chief Executive Officer 1997
Douglas Gealy.............39 President, Chief Operating Officer and Director 1997
Thomas Allen..............47 Executive Vice President, Chief Financial Officer and 1997
Director
James Collis..............37 Director 1999
Thomas Embrescia..........53 Director 1998
Brian McNeill.............44 Director 1999
Michael Roberts...........51 Director 1999
Darryl Schall.............39 Director 1999
</TABLE>
- ----------
Jamie Kellner is a founder of ACME and has served as our Chief Executive
Officer and Chairman of the Board since 1997. Mr. Kellner is also a founder, and
has been Chief Executive Officer and a partner of The WB Network since 1993. Mr.
Kellner was President of Fox Broadcasting Company since its inception in 1986 to
1993.
2
<PAGE> 6
Douglas Gealy is a founder of ACME and has served as our President and
Chief Operating Officer and as a member of our Board since 1997. Since December
of 1996, Mr. Gealy has been involved in development activities for ACME. Before
founding ACME, Mr. Gealy served for one year as Executive Vice President of
Benedek Broadcasting Corporation. From 1991 to 1996, Mr. Gealy was a Vice
President and General Manager of WCMH and, under a local marketing agreement,
WWHO, both in Columbus, Ohio, and following the acquisition of these television
stations by NBC, served as President and General Manager of these stations.
Thomas Allen is a founder of ACME and has served as our Executive Vice
President and Chief Financial Officer and as a member of our Board since 1997.
Since June 1996, Mr. Allen has been involved in development activities for ACME.
From August 1993 to May 1996, Mr. Allen was the Chief Operating Officer and
Chief Financial Officer for Virgin Interactive Entertainment. Before that Mr.
Allen served as Senior Vice President and Chief Financial Officer of the Fox
Broadcasting Company from 1986 to 1993.
James Collis has served as a member of our Board since July 1999. Mr.
Collis is an Executive Vice President of CEA Management Corp., a corporation
formed to manage CEA Capital Partners USA, L.P. and CEA Capital Partners USA CI,
L.P. Mr. Collis has served in this role since 1997. Before joining CEA
Management Corp., Mr. Collis was a Principal at Chase Manhattan Bank beginning
in December 1996. Before becoming a Principal, Mr. Collis was a Vice President
of Chase Manhattan Bank beginning in June 1995 and an associate before that
beginning in June 1991. Mr. Collis has also been an investor in the media and
communications industry for nine years and serves on the Board of Directors for
numerous private media and communication companies.
Thomas Embrescia has served as a member of our Board since we acquired
WTVK from Second Generation Television, Inc. in June 1998. Mr. Embrescia is the
Chairman and principal investor of Second Generation Television, a company he
formed in 1993. In addition, he also serves as chairman or Chief Executive
Officer and is a principal investor in several other media and marketing related
businesses. Mr. Embrescia has over 31 years of experience in the broadcasting
and media industry.
Brian McNeill has served as a member of our Board since July 1999. Since
1996, he has been the managing general partner of Alta Communications, a private
venture capital firm he co-founded, which specializes in the communications
industry. Since 1986, Mr. McNeill has been a general partner of various funds
affiliated with Burr, Egan, Deleage & Co., a major private equity firm which
specializes in investments in the communications and technology industries. He
has served as a director in many private radio and television broadcasting
companies such as Tichenor Media Systems, OmniAmerica Group, Panache
Broadcasting and Shockley Communications and currently serves on the board of a
publicly traded company, Radio One, Inc.
Michael Roberts has served as a member of our Board since April 1999.
Mr. Roberts is a co-founder of Roberts Broadcasting which owns several
television stations in medium-sized markets in the U.S. and has served as its
Chairman and Chief Executive Officer since 1981. Mr. Roberts is also the founder
of companies active in commercial real estate development, construction program
management and corporate management consulting. Mr. Roberts is also a Managing
Member for Roberts Wireless Communications, a Sprint affiliate serving Missouri,
Southern Illinois and Kansas.
3
<PAGE> 7
Darryl Schall has served as a member of our Board since July 1999. Mr.
Schall is a Managing Director of Trust Company of the West and has been employed
by Trust Company of the West since November 1995. Mr. Schall was Director of
Research at Crescent Capital Corporation from July 1994 until its acquisition by
Trust Company of the West in 1995.
See "Compensation Committee Interlocks and Insider Participation" below
for a description of the long-term voting agreement entered into in 1999 between
the Company and Messrs. Kellner, Gealy, Allen, Embrescia and Roberts, and
investment funds managed by or affiliated with Alta Communications, BancBoston,
CEA Capital and TCW Asset Management Company, all of whom are current
stockholders.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF THE
DIRECTORS LISTED ABOVE. WE WILL VOTE PROXIES RECEIVED BY US IN FAVOR OF THE
ABOVE NOMINEES UNLESS A CONTRARY CHOICE IS INDICATED.
DIRECTORS' COMPENSATION
Our directors do not currently receive any cash compensation for
services on our Board of Directors or any committee of our board. However,
directors may be reimbursed for expenses they incur in attending board and
committee meetings. All directors are eligible to participate in our 1999 Stock
Incentive Plan. No grants of stock options were made to our directors in 1999 in
their capacity as directors.
BOARD OF DIRECTORS MEETINGS
The Board of Directors acted by the unanimous written consent of the
board members on 5 occasions during 1999. The Board of Directors met 2 times
during 1999. Each director attended all meetings of the Board and Committees on
which he served.
BOARD COMMITTEES
Audit Committee
On September 27, 1999 the Board of Directors formed the Audit Committee
and approved its charter. Our Audit Committee was initially comprised of Darryl
Schall and James Collis. As required by the Federal Communications Commission,
Messrs. Schall and Collis resigned, pending final approval from the Federal
Communications Commission of our long-form change of control application,
immediately before the reorganization of our corporate form in connection with
our initial public offering. Until Messrs. Schall and Collis rejoined the Board
and the Audit Committee on December 9, 1999, Thomas Embrescia and Michael
Roberts served as the members of the Audit Committee. Our Audit Committee
recommends the engagement of independent public accountants, reviews with the
independent public accountants the plans and results of such audit engagement,
approves professional services provided by the independent public accountants,
reviews independence of the independent public accountants, considers the range
of audit and non-audit fees and reviews the adequacy of our internal accounting
controls. The Audit Committee did not meet in 1999 and did not take any action
by written consent.
Compensation Committee
4
<PAGE> 8
On September 27, 1999 the Board of Directors formed the
Compensation Committee and approved its charter. Our Compensation Committee was
initially comprised of Thomas Embrescia and Brian McNeill. As required by the
Federal Communications Commission, Mr. McNeill resigned from the Board of
Directors, pending final approval from the Federal Communications Commission of
our long-form change of control application, immediately before the
reorganization of our corporate form in connection with our initial public
offering. Until Mr. McNeill rejoined the Board of Directors and the Compensation
Committee on December 9, 1999, Michael Roberts served as a member of the
Compensation Committee. Our Compensation Committee determines compensation of
our executive officers and administers our 1999 Stock Incentive Plan, as
amended. The Compensation Committee, met one time in 1999.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following contains information regarding the beneficial
ownership of our common stock as of March 15, 2000, for:
- holders or groups of related holders who, individually or as a
group, are known to us to be the beneficial owners of 5% or more
of our common stock;
- our executive officers;
- each director;
- our executive officers and directors as a group.
Unless otherwise noted, the address for each person or entity
named below is c/o ACME Communications, Inc. 2101 E. Fourth Street, Suite 202,
Santa Ana, California 92705.
Beneficial ownership is determined in accordance with the rules
of the Securities and Exchange Commission and generally includes voting or
investment power with respect to securities. Except as indicated by footnote,
the Section titled "Certain Relationships and Related Transactions", and subject
to community property laws where applicable, the persons named in the table
below have sole voting and investment power with respect to all shares of common
stock shown as beneficially owned by them.
<TABLE>
<CAPTION>
SHARES OF PERCENTAGE OF
COMMON STOCK COMMON
BENEFICIALLY STOCK BENEFICIALLY
OWNED OWNED
--------------- ------------------
NAME AND ADDRESS OF
BENEFICIAL OWNER
- ----------------
<S> <C> <C>
Jamie Kellner.................................................. 765,191 4.57%
Douglas Gealy.................................................. 558,576 3.33%
Thomas Allen................................................... 555,911 3.32%
Edward Danduran................................................ 1,800 *
James Collis(1)................................................ 1,535,360 9.17%
Thomas Embrescia(2)............................................ 149,006 *
Brian McNeill(3)............................................... 1,535,360 9.17%
Michael Roberts................................................ 471,700 2.82%
</TABLE>
5
<PAGE> 9
<TABLE>
<CAPTION>
SHARES OF PERCENTAGE OF
COMMON STOCK COMMON
NAME AND ADDRESS OF BENEFICIALLY STOCK BENEFICIALLY
BENEFICIAL OWNER OWNED OWNED
- ------------------- ------------ ------------------
<S> <C> <C>
Darryl Schall(4)............................................... 1,172,138 6.99%
BancBoston Ventures Inc.(5).................................... 1,544,418 9.22%
Alta Communications, Inc./Burr, Egan, Deleage & Co., Inc.(3)... 1,535,360 9.17%
CEA Capital Partners USA, LP(1)................................ 1,535,360 9.17%
TCW Asset Management Company(4)................................ 1,172,138 6.99%
All directors and executive officers as a group (9 persons).... 7,221,975 40.27%
</TABLE>
- ----------
* Represents beneficial ownership of less than 1%.
(1) Includes 1,151,737 shares held by CEA Capital Partners USA, L.P. and
355,180 shares held by CEA Capital Partners USA CI, L.P., two limited
partnerships which own CEA ACME, Inc. which holds 28,443 shares. Mr.
Collis, one of our directors, is an Executive Vice President of CEA
Management Corp., a corporation formed to manage CEA Capital Partners
USA, L.P. and CEA Capital Partners USA CI, L.P. and therefore may be
deemed to having voting and investment power over the shares. Mr. Collis
and CEA Management Corp. have no pecuniary interest in and disclaim
beneficial ownership of these shares. The address for CEA Management
Corp. is 17 State Street, 35th Floor, New York, NY 10004.
(2) Includes 52, 229 shares held by each of three trusts, 1994 Embrescia
FITrust f/b/o F.M. Embrescia, 1994 Embrescia FITrust f/b/o M.M. Embrescia
and 1994 Embrescia FITrust f/b/o A.M. Embrescia, of which Mr. Embrescia
is trustee. Mr. Embrescia is deemed to be the beneficial owner of these
shares. The address for Mr. Embrescia is 1228 Euclid Avenue, Suite 860,
Cleveland, OH 44115.
(3) Includes 28,443 shares held by Alta ACME, Inc., and 376,729 shares held
by Alta Subordinated Debt Partners III, LP, 1,105,035 shares held by Alta
Communications VI, LP, and 25,153 shares held by Alta Comm S by S, LLC.,
entities which own Alta ACME, Inc. Alta Subordinated Debt Partners III,
L.P. is managed by Burr, Egan, Deleage & Co., Inc. and Alta
Communications VI, L.P. and Alta Comm S By S, LLC are indirectly managed
by Alta Communications, Inc. which may be deemed to have investment
powers with respect to the shares held by these partnerships. Mr. McNeill
is the general partner of the general partner of Alta Subordinated Debt
Partners III and of Alta Communications VI and is a member of Alta Comm S
by S, and may be deemed to have investment power with respect to the
shares owned by these funds. Mr. McNeill disclaims beneficial ownership
of the shares held by these funds, except to the extent of his
proportionate pecuniary interest therein. The address for both Alta
Communications, Inc. and Burr, Egan, Deleage & Co., Inc., which have
common ownership, is One Post Office Square, Suite 3800, Boston, MA
02109.
(4) Includes 21,186 shares held by LINC ACME, 777,436 shares held by TCW
Leveraged Income Trust, LP, and 373,516 shares held by TCW Shared
Opportunity Fund II LP, investment funds for which TCW Asset Management
provides investment advisory services. LINC ACME is a subsidiary of TCW
Leveraged Income Trust, LP. Mr. Schall is a Managing Director of TCW
Asset Management and may be deemed to have investment powers with respect
to the shares owned by these funds. Mr. Schall has no pecuniary interest
in and disclaims beneficial ownership of these shares. The address for
TCW Asset Management Company is 11100 Santa Monica Boulevard, Suite 2000,
Los Angeles, CA 90025.
(5) BankBoston Corporation directly or indirectly has voting control with
respect to the stock of BancBoston Ventures. The address for BancBoston
Ventures Inc. is 100 Federal Street, Boston, MA 02110.
6
<PAGE> 10
COMPENSATION COMMITTEE REPORT
ON EXECUTIVE COMPENSATION*
The Compensation Committee consists of Mr. Embrescia and Mr.
McNeill, both of whom are non-employee directors. The philosophy of the
Compensation Committee is to attract, motivate and retain highly skilled and
effective executives who can achieve long-term success in the Company's present
competitive environment. The Compensation Committee is responsible for making
recommendations to our Board concerning our executive officers' compensation
levels, administers our stock incentive plan and determines awards to be made
under the plan to our officers and all other eligible individuals. The
Compensation Committee may consider other forms of compensation, both short and
long-term, in addition to those generally described above. In 1999 in connection
with our initial public offering, the Compensation Committee renegotiated our
consulting agreement with Mr. Kellner and our employment agreements with Messrs.
Gealy and Allen, described under "Compensation of Executive Officers," which
were subsequently approved by our Board on September 27, 1999. As required under
those employment agreements, the Compensation Committee is establishing a
short-term cash incentive bonus plan for our executive officers.
Chief Executive Officer Compensation. Mr. Kellner was compensated
in accordance with his three-year consulting agreement, which provides for: (1)
an annual salary of $175,000 in 1999; (2) a one-time special cash bonus of
$1,070,000 paid in connection with the successful completion of our initial
public offering, and (3) a discretionary cash bonus for 1999 which the
Compensation Committee approved for $75,000 and which the Company paid in
February 2000. In determining the annual salary for Mr. Kellner's consulting
agreement, the Compensation Committee considered the compensation of comparable
executives at peer companies in the broadcasting industry (some of which are
included in the peer group index in the performance graph), taking into account
Mr. Kellner's responsibilities, experience, and individual performance. Although
the criteria for the discretionary cash bonus is subjective, the Compensation
Committee takes into account such factors as the Company's EBITDA (earnings
before interest, taxes, depreciation and amortization), market share, operating
margin, industry position and growth by acquisition goals.
Other Executives. The Company has also entered into three-year
employment contracts with each of Mr. Allen and Mr. Gealy. These agreements
provide for a base salary, a discretionary cash bonus and a one-time special
cash bonus in connection with the successful completion of our initial public
offering. Each of the executive officer's base salary for the year ended 1999
was $300,000 which was determined using the same criteria set forth above for
Mr. Kellner. Each of Mr. Gealy and Mr. Allen received a one-time special cash
bonus of $802,500 in connection with the successful completion of our initial
public offering. The Compensation Committee also approved a discretionary cash
bonus, pursuant to the same criteria described above, of $75,000 for 1999 for
each of these executive officers which the Company paid in February 2000.
- ----------
* This section of the Proxy Statement will not be deemed to be incorporated
by reference by any general statement incorporating by reference this
Proxy Statement into any filings of the Company pursuant to the
Securities Act of 1933 or the Securities Exchange Act of 1934, each as
amended, except to the extent we specifically incorporate the section by
reference therein, and will not be deemed soliciting material or
otherwise deemed filed under either such Act.
7
<PAGE> 11
Stock Options. The Compensation Committee also awarded Messrs.
Kellner, Gealy and Allen an aggregate of 2,209,091 stock options for the
Company's common stock which is divided as follows: (a) Mr. Kellner was awarded
838,635 and (b) Mr. Gealy and Mr. Allen each were awarded 685,228. The awards
amount to approximately 12% equity interest in the Company, on a fully diluted
basis, after giving effect to the initial public offering and the awards granted
to Messrs. Kellner, Gealy and Allen under the Company's 1999 Stock Incentive
Plan. In determining the aggregate award of options to Messrs. Kellner, Gealy
and Allen, the Compensation Committee made a subjective assessment as to the
appropriate level of equity to be granted to such executives to sufficiently and
properly incentivize the executives and align their interests with those of the
Company's stockholders.
The Deductibility of Executive Compensation. Section 162(m) of
the Internal Revenue Code does not permit us to deduct cash compensation in
excess of $1 million paid to the chief executive officer and the four highest
compensated executive officers during any taxable year, unless such compensation
meets certain requirements. We believe the one-time special cash bonuses
described above paid in 1999 are exempt from Section 162(m) and are therefore
fully deductible. We also believe that our stock incentive plan permits us to
grant awards, although does not require us to, which comply with the rules under
Section 162(m) for treatment as performance-based compensation, allowing us to
deduct fully compensation paid to executives under this plan.
THE COMPENSATION COMMITTEE
Thomas Embrescia Brian McNeill
8
<PAGE> 12
COMPENSATION OF EXECUTIVE OFFICERS
Executive Compensation
The following table sets forth compensation earned for the years
ended December 1, 1999, 1998 and 1997, the year of our formation, by all of our
executive officers.
SUMMARY COMPENSATION TABLE(1)
<TABLE>
<CAPTION>
LONG-TERM COMPENSATION
-----------------------
NAME AND OTHER ANNUAL SECURITIES UNDERLYING ALL OTHER
PRINCIPAL POSITION YEAR SALARY BONUS(2) COMPENSATION OPTIONS/SARS(#) COMPENSATION(3)
- ------------------ ---- ------ -------- ------------ --------------- ---------------
<S> <C> <C> <C> <C> <C> <C>
Jamie Kellner 1999 $175,000(4) $1,145,000 -- 838,635 --
Chairman of the 1998 175,000(4) 100,000 -- --
Board and Chief 1997 -- -- -- --
Executive Officer
Douglas Gealy 1999 300,000 877,500 * 685,228 $4,345
President and 1998 300,000 25,000 * 93,900
Chief Operating 1997 227,083 50,000 -- 2,449
Officer
Thomas Allen 1999 300,000 877,500 * 685,228 2,716
Executive Vice 1998 300,000 25,000 -- 6,334
President and 1997 145,833 50,000 $105,000 2,171
Chief Financial
Officer
Edward Danduran 1999 115,004 25,000 -- 38,000 1,504
Vice President, 1998 106,016 20,000 -- 3,000
Controller 1997 67,017 -- -- --
</TABLE>
- ----------
(1) We did not have restricted stock, stock appreciation rights or payouts on
long term incentive compensation plans during the periods covered.
(2) Amounts disclosed in the column reflect payments under the incentive
provisions of employment agreements which are described under "Employment
Agreements and Arrangements."
(3) Amounts disclosed in this column for 1999 include:
(a) For Mr. Gealy: A $1,629 payment for life insurance and a $2,716
contribution under our 401K savings plan;
(b) For Mr. Allen: A $2,716 contribution under our 401K savings
plan; and
(c) For Mr. Danduran: A $1,504 contribution under our 401K savings plan.
(4) For Mr. Kellner, this amount is his consulting fee.
* Less than $50,000 or 10% of such employee's total salary and bonus for
said year.
9
<PAGE> 13
EMPLOYMENT ARRANGEMENTS AND AGREEMENTS
Employment Contracts
We have entered into a non-exclusive consulting agreement with
Mr. Kellner and full-time exclusive employment agreements with each of Messrs.
Gealy and Allen. Each of the agreements expires on June 16, 2002. We will have
the option to extend the term of these agreements until September 29, 2003. If
we exercise the extension option, the current base salary at the time of
exercise would be increased by 10% for the period of the extension. If we do not
exercise the extension option, vesting of all of the stock options granted on
September 30, 1999 under the 1999 Stock Incentive Plan will accelerate and
become immediately exercisable on June 16, 2002. The employment agreements
provide for annual compensation reviews by our Compensation Committee, with
stipulated minimum annual adjustments equal to increases in the Consumer Price
Index. Mr. Kellner's consulting compensation is set annually on a discretionary
basis by the Compensation Committee.
As of December 31, 1999, Mr. Kellner's annual consulting fee was
$175,000. Beginning January 1, 2000, Mr. Kellner's annual consulting fee is
$250,000. Mr. Kellner is entitled to annual cash bonuses as determined by our
Compensation Committee. In addition, in January 2000, we paid Mr. Kellner a
$1,070,000 cash bonus relating to the successful completion of the initial
public offering, and a $75,000 discretionary cash bonus.
As of December 31, 1999, each of Mr. Gealy's and Mr. Allen's base
salary was $300,000. For the year beginning January 1, 2000, each of Mr. Gealy's
and Mr. Allen's base salary is $375,000. Mr. Gealy and Mr. Allen are entitled to
annual cash bonuses as determined by our Compensation Committee. In addition, in
January 2000, we paid each of Mr. Gealy and Mr. Allen an $802,500 cash bonus,
relating to the successful completion of the initial public offering, and a
$75,000 discretionary cash bonus.
The consulting and employment agreements require the Compensation
Committee to recommend to our Board of Directors for adoption an annual cash
incentive plan under which Messrs. Kellner, Gealy and Allen will be eligible to
receive awards. This plan has not yet been finalized and will be effective for
the year beginning January 1, 2000. Each executive will be awarded cash
incentives under such plan if they meet performance targets during 2000. The
Compensation Committee approved annual bonuses for 1999 of $75,000 to each of
Messrs. Kellner, Gealy and Allen which were paid in February 2000.
Mr. Danduran is employed by us pursuant to a full-time exclusive
employment agreement that expires December 31, 2002. Mr. Danduran's base salary
was $115,000 at December 31, 1999 and will increase by $10,000 each January 1st.
Mr. Danduran is entitled to an annual cash bonus with a target of 20% of his
current base salary. The Company awarded Mr. Danduran a cash bonus of $25,000
for 1999 which was paid in February 2000.
10
<PAGE> 14
OPTION GRANTS IN 1999
The following table provides details regarding stock options
granted to each of our executive officers in 1999:
INDIVIDUAL GRANTS
<TABLE>
<CAPTION>
NUMBER OF
SECURITIES % OF TOTAL POTENTIAL REALIZABLE VALUE AT
UNDERLYING OPTIONS EXERCISE MARKET VALUE AT ASSUMED ANNUAL RATES OF STOCK PRICE
OPTIONS GRANTED TO OR PRICE ON GRANT DATE APPRECIATION FOR OPTION TERM(4)
GRANTED EMPLOYEES IN BASE PRICE THE DATE EXPIRATION MARKET PRICE ------------------------------------
NAME (#) FISCAL YEAR ($/SH) OF GRANT DATE 0% 5% 10%
- ---- ---------- ------------ ---------- -------- ---------- ------------ -------------- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Jamie Kellner 838,635(1) 29.59% $23.00 - 9/29/09 - $12,130,500 $30,741,069
Douglas Gealy 685,228(1) 24.17% 23.00 - 9/29/09 - 9,911,533 25,117,770
Thomas Allen 685,228(1) 24.17% 23.00 - 9/29/09 - 9,911,533 25,117,770
Edward Danduran 23,000(2) * 15.00 $23.00 8/30/09 $184,000 516,685 1,027,090
15,000(3) * 23.00 - 9/29/09 216,969 549,841
</TABLE>
- -----------
(1) These stock options were granted on September 30, 1999 under our 1999
Stock Incentive Plan. The options are exercisable in four equal annual
installments beginning September 30, 2000. The maximum term of each
option granted is 10 years from the date of grant. Unless the Board of
Directors determines otherwise, these stock options will fully accelerate
and become immediately exercisable upon: (1) a change in control event
(as defined in the Company's 1999 Stock Incentive Plan); (2) the
participant's employment by (or services to) the Company terminating as a
result of his Total Disability (as defined in the Company's 1999 Stock
Incentive Plan) or death; (3) the term of the employment or consulting
agreement (as applicable) between the participant and the Company is not
extended to September 29, 2003 on or before the end of the initial term
on June 16, 2002; or (4) the participant's employment by (or services to)
the Company is terminated by the Company for any reason other than Cause
(as defined in participant's respective employment and consulting
agreements, as applicable).
(2) Before our initial public offering we had long-term incentive
compensation plans in which all our general managers and non-founder
corporate office executives participated. At the time of our initial
public offering all of the awards, including Mr. Danduran's, (none of
which had vested) were converted into discounted stock options as set
forth above. These discounted stock options were granted on August 31,
1999, under our 1999 Stock Incentive Plan. They vest in three equal
annual installments beginning on December 31, 2000. The maximum term of
each option granted is 10 years from the date of grant. Unless the Board
of Directors determines otherwise, these stock options will fully
accelerate and become immediately exercisable upon a change in control
event as defined in the Company's 1999 Stock Incentive Plan.
(3) These stock options were granted on September 30, 1999, under our 1999
Stock Incentive Plan. The options vest in five equal annual installments
beginning September 30, 2000. The maximum term of each option granted is
10 years from the date of grant. Unless the Board of Directors determines
otherwise, these stock options will fully accelerate and become
immediately exercisable upon a change in control event as defined in the
Company's 1999 Stock Incentive Plan.
(4) Potential gains are net of the exercise price but before taxes associated
with the exercise and assume that the options are exercised on the latest
possible date. The 5% and 10% assumed annual rates of compounded stock
appreciation are pursuant to the rules of the Securities and Exchange
Commission and do not represent our estimate or projection of the future
common stock price. Actual gains, if any, on stock option exercises
depend on our future financial performance, overall market conditions and
the option holders' continued employment through the vesting period.
* Less than 1% of total options granted to employees in Fiscal Year 1999.
11
<PAGE> 15
AGGREGATED OPTION EXERCISES IN FISCAL YEAR 1999 AND
FISCAL YEAR-END OPTION VALUE
None of the stock options held by our executive officers were
exercised during 1999. The following table sets forth information with respect
to the exercisable and non-exercisable stock options held by our executive
officers at the end of 1999.
<TABLE>
<CAPTION>
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING OPTIONS IN-THE-MONEY OPTIONS
AT FY-END AT FY-END(3)
------------------------------ -------------------------------
EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
----------- ------------- ------------ -------------
NAME
- ----
<S> <C> <C> <C> <C>
Jamie Kellner - 838,365(1) - $8,593,241
Douglas Gealy - 685,228(1) - $7,023,587
Thomas Allen - 685,228(1) - $7,023,587
Edward Danduran - 23,000(2) - $419,750
- 15,000(1) - $153,750
</TABLE>
- ----------
(1) These stock options were granted on September 30, 1999 under our 1999
Stock Incentive Plan. The options granted to Messrs. Kellner, Allen and
Gealy become exercisable in four equal annual installments beginning
September 30, 2000. The options granted to Mr. Danduran vest in five
equal annual installments beginning on September 30, 2000. The maximum
term of each option granted is 10 years from the date of grant.
(2) These stock options were granted on August 31, 1999, under our 1999 Stock
Incentive Plan. The options vest in three equal annual installments
beginning December 31, 2000. The maximum term of each option granted is
10 years from the date of grant.
(3) This amount represents solely the difference in the market price ($33.25)
on the last trading day of the year, December 31, 1999, of those
unexercised options which had an exercise price below such market price
(i.e., "in-the-money options") and the respective exercise prices of the
options. No assumptions or representations regarding the value of such
options are made or intended.
12
<PAGE> 16
COMPARISON OF CUMULATIVE TOTAL RETURNS
The following graph compares the cumulative total stockholder
return on a $100 investment in our common stock with the cumulative total return
of a $100 investment in (a) the NASDAQ Composite Index and (b) a composite index
of the following four peer companies: (1) Granite Broadcasting Corporation, (2)
Hearst-Argyle Television, Inc., (3) Sinclair Broadcasting Group, Inc. and (4)
Young Broadcasting Inc. Our peers were selected by the Company on a
line-of-business basis and weighted for market capitalization. The graph is
intended to provide a relevant comparison of total returns for the period from
September 30, 1999 (the day our common stock commenced trading) through December
31, 1999. Because we effected our initial public offering in September 1999, the
information in the graph is provided at month end intervals. The total return on
the common stock is measured by dividing the difference between the common stock
price at the end and the beginning of the measurement period by the common stock
price at the beginning of the measurement period. The graph for our Company and
each of the indices also assumes the reinvestment of dividends. Note: We caution
that past stock price performance shown for our common stock is not necessarily
indicative of future price performance.
ACME COMMUNICATIONS, INC.
COMPARISON OF CUMULATIVE TOTAL RETURN
SEPTEMBER 30, 1999 TO DECEMBER 31, 1999*
(GRAPH)
<TABLE>
<CAPTION>
9/30/99 10/29/99 11/30/99 12/31/99
------- -------- -------- --------
<S> <C> <C> <C> <C>
ACME 100.00 116.13 109.07 107.26
Peer Group 100.00 93.97 93.98 113.11
NASDAQ 100.00 107.27 118.71 144.32
</TABLE>
- ----------
* This section of the Proxy Statement shall not be deemed to be
incorporated by reference by any general statement incorporating by
reference this Proxy Statement into any of our filings of pursuant to the
Securities Act of 1933 or the Securities Exchange Act of 1934, as
amended, except to the extent we specifically incorporate the section by
reference therein, and shall not be deemed soliciting material or
otherwise deemed filed under either such Acts.
13
<PAGE> 17
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Exchange Act requires our officers and
directors, and persons who own more than 10% of a registered class of our equity
securities to file reports of ownership and changes in ownership with the SEC
and NASDAQ. These persons are required by regulation of the SEC to furnish us
with copies of all Section 16(a) forms they file.
Based solely on our review of the copies of such forms that we
received, or written representations from certain reporting persons, we believe
that during 1999, our officers, directors and greater than 10% beneficial owners
complied with all applicable Section 16(a) filing requirements.
COMPENSATION COMMITTEE INTERLOCKS
AND INSIDER PARTICIPATION
Brian McNeill and Thomas Embrescia, two of our directors, served
as members of our Compensation Committee during 1999. In addition, Michael
Roberts, who is one of our directors, served on the Compensation Committee
during the period that Mr. McNeill resigned from the Board of Directors pending
the Federal Communication Commission's approval of our long-form change of
control application.
Agreements with Various Sellers of Stations
Pursuant to June 1995 agreements among ACME Television of
Missouri, Inc. (formerly known as Koplar Communications, Inc.) the company from
which we acquired KPLR, Roberts Broadcasting, and its owners, Michael Roberts
and his brother Steven Roberts, Roberts Broadcasting cannot:
- transfer its license for WHSL, East St. Louis,
Missouri;
- commit any programming time of the station for
commercial programming or advertising; or
- enter into a local marketing agreement with
respect to such station until June 1, 2000.
If the current affiliation agreement for WHSL is terminated, the
substitute format must be substantially similar to the current home shopping
network format or an infomercial format. We paid $300,000 in 1999 under these
agreements. Both Michael and Steven Roberts are stockholders of our company.
In connection with our stations in Utah and New Mexico, we
entered into long-term agreements to lease studio facilities and/or transmission
tower space from an affiliate of Michael and Steven Roberts. These leases have
terms of approximately fifteen years and provide for monthly payments
aggregating approximately $25,000, subject to adjustment based on the Consumer
Price Index. In addition, entities affiliated with Michael and Steven Roberts
have exercised their option to purchase our studio building in Albuquerque from
us at its original
14
<PAGE> 18
cost and to lease it back to us at a stipulated lease rate approximating the
facilities' fair market value rental rate on the date we acquired it.
In December 1997, we loaned Michael Roberts and Steven Roberts
$4.0 million, in connection with the purchase of KUPX. This loan was repaid in
connection with the closing of the KUPX sale in February 1999.
Voting Agreement
We have entered into a long-term voting agreement with Messrs.
Kellner, Gealy, Allen, Embrescia and Roberts, and investment funds managed by or
affiliated with Alta Communications, BancBoston, CEA Capital and TCW Asset
Management Company, all of whom are current stockholders. Pursuant to the
long-term voting agreement, Messrs. Kellner, Gealy, Allen, Embrescia and Roberts
and affiliates of Alta Communications, BancBoston, CEA Capital and TCW Asset
Management Company all have agreed to vote their shares of voting stock in favor
of certain named designees pursuant to which they will be able to elect at least
a majority of our board. The long-term voting agreement will expire October 5,
2001. In addition to being stockholders, Messrs. Kellner, Gealy, Allen,
Embrescia and Roberts are all directors. Furthermore, Messrs. Collis, McNeill
and Schall are each employed by affiliates of the investment fund stockholders (
CEA Capital Partners, Alta Communications and TCW Asset Management Company,
respectively) and each serve as directors of our company.
Agreements with other Stockholders and Directors
In June and September 1997, we issued an aggregate of
approximately $24.8 million of 10% convertible debentures with the right to
convert into 24,775,970 membership units to affiliates of Alta Communications,
Banc Boston, CEA Capital Partners and TCW Asset Management Company, each of
which are stockholders. We believe that the terms of the foregoing transactions
are or were at least as favorable to us or our affiliates as those that could be
obtained from an unaffiliated party.
Bridge Loan
On April 23, 1999, to finance in part the acquisition of WBDT,
WIWB and WBUI affiliates of certain of our stockholders, Alta Communications,
TCW Asset Management Company, BancBoston and CEA Capital Partners agreed to make
a $15.0 million loan to us, $7 million of which was advanced on April 23, 1999
and $8 million of which was advanced on June 23, 1999. The entire $15.0 million,
plus accrued interest, was repaid on October 5, 1999, at the closing of our
initial public offering. Three of our directors are officers of entities who
made the loans.
15
<PAGE> 19
Registration Rights
We have entered into a registration rights agreement with all of
our pre-initial public offering investors, including Messrs. Kellner, Allen and
Gealy and each of our non-management directors or their affiliates. At any time
180 days after the Company's initial public offering, these stockholders,
holding an aggregate of at least 25% of the stock covered by this registration
rights agreement, may demand that we file a registration statement under the
Securities Act covering all or a portion of the securities of ours held by them.
However, the securities to be registered must have an anticipated aggregate
public offering price of at least $10.0 million. These stockholders can effect
two such demand registrations.
When we are eligible to use a Registration Statement on Form S-3
to register an offering of our securities, these stockholders may request that
we file a registration statement on Form S-3, covering all or a portion of
securities of ours held by them, if the aggregate public offering price is at
least $2.0 million. These stockholders can request that we file two S-3
registration statement per year.
These registration rights are subject to our right to delay the
filing of a registration statement, not more than once in any 12-month period,
for not more than 90 days.
In addition, these stockholders will have piggyback registration
rights. If we propose to register any common stock under the Securities Act,
other than pursuant to the registration rights noted above, these stockholders
may require us to include all or a portion of their securities in such
registration. However, the managing underwriter, if any, of any such offering
has rights to limit the number of registrable securities proposed to be included
in such registration.
We would bear all registration expenses incurred in connection
with these registrations. The stockholders would pay all underwriting discounts,
selling commissions and stock transfer taxes applicable to the sale of their
securities.
The registration rights of each stockholder under the
registration rights agreement terminate when that stockholder may transfer its
securities under Rule 144 promulgated under the Securities Act or their shares
have otherwise been transferred.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The WB Network
Our stations have entered into affiliation agreements and, from
time to time, related marketing arrangements with The WB Network. Mr. Kellner is
an owner and the Chief Executive Officer of The WB Network. We believe that the
terms of each of these affiliation agreements or marketing agreements are or
were at least as favorable to us or our affiliates as those that could be
obtained from an unaffiliated party.
16
<PAGE> 20
Agreements with Various Sellers of Stations
See "Compensation Committee Interlocks and Insider Participation"
above for a description of transactions in 1999 between the Company and Michael
Roberts.
Voting Agreement
See "Compensation Committee Interlocks and Insider Participation"
above for a description of the long-term voting agreement entered into in 1999
between the Company and Messrs. Kellner, Gealy, Allen, Embrescia and Roberts,
and investment funds managed by or affiliated with Alta Communications,
BancBoston, CEA Capital and TCW Asset Management Company, all of whom are
current stockholders.
Agreements with other Stockholders and Directors
In connection with our acquisitions of WBUI, WIWB and WBDT, we
paid CEA, Inc. a broker's fee of $125,000. CEA, Inc. also received compensation
from the seller in connection with our acquisitions of WBUI, WIWB and WBDT.
See also "Compensation Committee Interlocks and Insider
Participation" above for a description of the 10% convertible debentures which
we issued to affiliates of Alta Communications, Banc Boston, CEA Capital
Partners and TCW Asset Management Company, each of which are stockholders.
We believe that the terms of each of the foregoing transactions
are or were at least as favorable to us or our affiliates as those that could be
obtained from an unaffiliated party.
Bridge Loan
See "Compensation Committee Interlocks and Insider Participation"
above for a description of the $15.0 million loan made to us by affiliates of
certain of our stockholders, Alta Communications, TCW Asset Management Company,
BancBoston and CEA Capital Partners to finance in part the acquisition of WBDT,
WIWB and WBUI.
Registration Rights
See "Compensation Committee Interlocks and Insider Participation"
above for a description of the registration rights agreement we have entered
into with all of our pre-initial public offering investors, including Messrs.
Kellner, Allen and Gealy and each of our non-management directors or their
affiliates.
17
<PAGE> 21
INDEPENDENT PUBLIC ACCOUNTANTS
Our Board of Directors has appointed KPMG LLP as our independent
public accountants for 2000. KPMG LLP has served as our independent public
accountants since 1997. Services provided to us and our subsidiaries by KPMG LLP
in 1999 included the examination of our financial statements for the year ended
December 31, 1999, limited reviews of quarterly reports, services related to
filings with the Securities and Exchange Commission and consultations on various
tax matters and Year 2000 issues.
We expect representatives of KPMG LLP to be at the Annual Meeting
and to be available to respond to questions from stockholders. We will give the
KPMG LLP representatives an opportunity to make a statement if they desire.
Ratification of appointment of KPMG LLP as our independent public
accountants for 2000 will require the affirmative vote of a majority of voting
shares of the common stock represented in person or by proxy at the Annual
Meeting. If the stockholders do not make such ratification, the Audit Committee
and the Board of Directors will reconsider the appointment.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR RATIFICATION OF THE
APPOINTMENT OF KPMG LLP AS OUR INDEPENDENT ACCOUNTANTS FOR 2000. PROXIES THAT WE
RECEIVE WILL BE VOTED IN FAVOR OF THE RATIFICATION OF KPMG LLP FOR 2000 UNLESS A
CONTRARY CHOICE IS INDICATED.
FINANCIAL AND OTHER INFORMATION
Our Annual Report for the year ended December 31, 1999, including
financial statements, is being sent to stockholders of record as of the close of
business on March 15, 2000, together with this Proxy Statement. We will furnish,
without charge, a copy of our Annual Report on Form 10-K (without exhibits) for
the year ended December 31, 1999, as filed with the Securities and Exchange
Commission, to any stockholder who submits a written request to our corporate
Secretary at our offices, 2101 E. Fourth Street, Ste. 202, Santa Ana, California
92705.
STOCKHOLDER PROPOSALS
Any stockholder who intends to present a proposal at our 2001
Annual Stockholders' Meeting must deliver the proposal to us at our principal
executive offices not later than December 2, 2000 for inclusion in our proxy
statement and form of proxy relating to the meeting.
Stockholder proposals submitted outside the processes of Rule
14a-8 under the Securities Exchange Act of 1934 (i.e., a proposal to be
presented at the next annual meeting of stockholders but not submitted for
inclusion in the Company's Proxy Statement for that meeting) must be timely
submitted. Until further notice, to be timely with respect to our 2001 Annual
Stockholders' Meeting (which is presently expected to be held in April 2001), a
stockholder's notice of director nominations or of business to be brought before
such Annual Meeting must be received in writing by the Secretary of the Company
at the principal executive office of the Company not less than ninety (90) days
nor more than one hundred and twenty (120) days before the first anniversary of
our 2000 Annual Meeting (provided, however, that if the date of the 2001 Annual
Stockholders' Meeting is more than 30 days before or more than 70 days after
such
18
<PAGE> 22
anniversary date, notice by the stockholder must be delivered no less than
ninety (90) days (or 10 days after the day on which we make a public
announcement of such Annual Meeting) nor more than one hundred and twenty (120)
days before the date of such 2001 Annual Meeting). Such notice must also contain
certain additional information required by the Bylaws and otherwise comply with
applicable legal requirements. Stockholders may obtain a complete copy of the
Company's Bylaws, as amended, by submitting a request to the Secretary of the
Company at the address set forth above under "Financial and Other Information."
OTHER MATTERS
The Board of Directors knows of no matters to be presented for
action by the stockholders at the Annual Meeting other than those described in
this Proxy Statement. Unless otherwise indicated, if any other matter is
properly brought before the meeting and may be properly acted upon, the persons
named in the accompanying form of proxy will be authorized by such proxy to vote
the proxies thereon in accordance with their best judgment.
For the Board of Directors
Thomas Allen
Executive Vice President,
Chief Financial Officer and
Secretary
March 31, 2000
19
<PAGE> 23
PROXY
ACME COMMUNICATIONS, INC.
PROXY FOR ANNUAL MEETING OF APRIL 26, 2000
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Thomas Allen and Douglas Gealy, or either of
them, as attorneys-in-fact, with full power of substitution, to vote in the
manner indicated below, and with discretionary authority as to any other matters
that may properly come before the meeting, all shares of common stock of ACME
Communications, Inc. which the undersigned is entitled to vote at the annual
meeting of stockholders of ACME Communications, Inc. to be held on April 26,
2000, at the Peninsula Hotel located at 9882 Santa Monica Blvd., Beverly Hills,
California at 9:00 a.m. (local time) or any adjournment thereof.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" ITEMS 1 AND 2.
1. Election of the eight nominees for director set forth in the Proxy Statement.
Nominees: Jamie Kellner, Douglas Gealy, Thomas Allen, James Collis,
Thomas Embrescia, Brian McNeill, Michael Roberts and Darryl Schall
FOR ALL: [ ] WITHHELD FOR ALL: [ ] FOR ALL EXCEPT: [
] ------------
2. Ratification of the Appointment of KPMG LLP as independent auditors.
FOR: [ ] AGAINST: [ ] ABSTAIN: [ ]
3. Such other matters as may properly come before the meeting or any adjournment
thereof. As to such other matters the undersigned hereby confers
discretionary authority.
NOT VALID UNLESS DATED AND SIGNED ON THE REVERSE SIDE
<PAGE> 24
This Proxy When Properly Executed Will be Voted as Directed. If No Direction
is Made, This Proxy Will be Voted FOR the Nominees for Directors and FOR the
Ratification of KPMG LLP as Independent Auditors.
Dated: ,
2000
-----------------------
Signature(s):
-----------------------
Note: Please sign
exactly as your name is
printed. 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 authorized
person.
Please mark, sign and date, and return the proxy card promptly using the
enclosed envelope.
