<PAGE>
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 Section 240.14a-11(c) or Section 240.14a-
12
ONE VOICE TECHNOLOGIES, 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:
(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:
<PAGE>
ONE VOICE TECHNOLOGIES, INC.
----------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Be Held September 28, 2000
----------------
TO THE SHAREHOLDERS OF ONE VOICE TECHNOLOGIES, INC.:
You are cordially invited to attend the Annual Meeting of Shareholders of
One Voice Technologies, Inc. ("One Voice" or the "Company"), which will be
held at the La Jolla Beach and Tennis Club, 2000 Spindrift Drive, La Jolla,
California 92037, on Thursday, September 28, 2000, at 10:00 a.m. Pacific time,
to consider and act upon the following matters:
1. The election of directors;
2. Ratification of the selection of Stonefield Josephson, Inc. to serve as
auditors of the Company for the fiscal year ending December 31, 2000; and
3. Such other business as may properly come before the Meeting or any
adjournments of the Meeting.
Only holders of record of Common Stock of the Company at the close of
business on September 1, 2000 will be entitled to notice of and to vote at the
Annual Meeting and any adjournments of the Annual Meeting.
IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED AT THE MEETING REGARDLESS OF
THE NUMBER OF SHARES YOU HOLD. YOU ARE INVITED TO ATTEND THE MEETING IN
PERSON, BUT WHETHER OR NOT YOU PLAN TO ATTEND, PLEASE COMPLETE, DATE, SIGN AND
RETURN THE ACCOMPANYING PROXY IN THE ENCLOSED ENVELOPE. IF YOU DO ATTEND THE
MEETING, YOU MAY, IF YOU PREFER, REVOKE YOUR PROXY AND VOTE YOUR SHARES IN
PERSON.
By Order of the Board of Directors
Dean Weber
Chairman of the Board,
President and Chief Executive
Officer
6333 Greenwich Drive, Suite 240
San Diego, California 92122
(858) 552-4466
September 5, 2000
<PAGE>
PROXY STATEMENT
ONE VOICE TECHNOLOGIES, INC.
6333 Greenwich Drive, Suite 240
San Diego, California 92122
----------------
ANNUAL MEETING OF SHAREHOLDERS
To Be Held September 28, 2000
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of One Voice Technologies, Inc., a Nevada
corporation (the Company), for use at the Annual Meeting of Shareholders to be
held at the La Jolla Beach and Tennis Club, 2000 Spindrift Drive, La Jolla,
California 92037, on Thursday, September 28, 2000, at 10:00 a.m. Pacific time,
and at any and all adjournments thereof (the Annual Meeting), for the purposes
set forth in the accompanying Notice of Annual Meeting of Shareholders.
Accompanying this Proxy Statement is the Board of Directors' Proxy for the
Annual Meeting, which you may use to indicate your vote as to the proposals
described in this Proxy Statement.
All Proxies which are properly completed, signed and returned to the Company
prior to the Annual Meeting, and which have not been revoked, will be voted in
favor of the proposals described in this Proxy Statement unless otherwise
directed. A Shareholder may revoke his or her Proxy at any time before it is
voted either by filing with the Secretary of the Company, at its principal
executive offices, a written notice of revocation or a duly executed proxy
bearing a later date or by attending the Annual Meeting and expressing a
desire to vote his or her shares in person.
The close of business on September 1, 2000 has been fixed as the record date
for the determination of Shareholders entitled to notice of and to vote at the
Annual Meeting or any adjournment of the Annual Meeting. As of the record
date, the Company had 12,671,060 shares of Common Stock, par value $.001 per
share. Except as described herein, no preemptive, subscription, or conversion
rights pertain to the Common Stock and no redemption or sinking fund
provisions exist for the benefit thereof.
The Company's principal executive offices are located at 6333 Greenwich
Drive, Suite 240, San Diego, California 92122. This Proxy Statement and the
accompanying proxy will be mailed to Shareholders on or about September 5,
2000.
1
<PAGE>
PROPOSAL 1
ELECTION OF DIRECTORS
In accordance with the Articles of Incorporation and Bylaws of the Company,
the Board of Directors consists of not less than one nor more than nine
members, the exact number to be determined by the Board of Directors. At each
annual meeting of the Shareholders of the Company, directors are elected for a
one year term. The Board of Directors is currently set at four members. The
Board of Directors proposes the election of the nominees named below. There is
no cumulative voting for the election of directors.
Unless marked otherwise, proxies received will be voted FOR the election of
each of the nominees named below, and the votes will be distributed equally
among the nominees. If any such person is unable or unwilling to serve as a
nominee for the office of director at the date of the Annual Meeting or any
postponement or adjournment thereof, the proxies may be voted for a substitute
nominee, designated by the proxy holders or by the present Board of Directors
to fill such vacancy. The Board of Directors has no reason to believe that any
such nominee will be unwilling or unable to serve if elected a director.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE
ELECTION OF THE DIRECTORS NOMINATED HEREIN.
The Board of Directors proposes the election of the following nominees as
members of the Board of Directors:
Dean Weber
George H. Kaelin, III
Rahoul Sharan
Bradley J. Ammon
If elected, the nominees are expected to serve until the 2001 Annual Meeting
of Shareholders.
Information with Respect to Each Nominee and Executive Officer.
The following table sets forth certain information with respect to each
nominee and executive officer of the Company as of August 10, 2000.
<TABLE>
<CAPTION>
Name Age Position
---- --- --------
<C> <C> <S>
Dean Weber.............. 38 Chairman of the Board, President, Secretary,
Treasurer, Chief Executive Officer, Director
and Director Nominee
George H. Kaelin, III... 34 Director and Director Nominee
Rahoul Sharan........... 37 Chief Financial Officer, Director and Director
Nominee
Bradley J. Ammon........ 36 Director and Director Nominee
</TABLE>
Directors serve until the next annual meeting and until their successors are
elected and qualified. Officers are appointed to serve for one year until the
meeting of the Board of Directors following the annual meeting of shareholders
and until their successors have been elected and qualified, although Dean
Weber has an employment agreement and Rahoul Sharan's company has a personal
service agreement with the Company. See Management--Employment Agreement and
Personal Service Agreement. There are no family relationships between any
directors or officers of the Company.
Dean Weber holds a B.S. in Computer Science from the Central Connecticut
State University. With over 19 years of technology experience, Mr. Weber has
worked for top IT companies such as United Technologies, Northrop and Xerox.
From 1984 to 1987, Mr. Weber was an engineer for United Technologies in
Hartford, Connecticut, where he designed and developed real-time software
systems for NASA and U.S. Navy projects. Mr. Weber was then employed by
Northrop Corporation in Pico Rivera, California, from 1987 to 1989 where he
2
<PAGE>
led an engineering team for the B2 Stealth Bomber project. From 1989 to 1991,
Mr. Weber was an independent senior consultant to various companies including
Xerox and Rockwell Technologies. From 1991 to 1998, Mr. Weber founded and was
President of EditPro Corporation in San Diego, California. At EditPro, Mr.
Weber developed and marketed one of the original and first Microsoft Windows
based development environment tools for both the English and Japanese
marketplaces. In 1996 and 1997, Mr. Weber began developing the origins of the
current IVAN program. Since 1998, Mr. Weber has founded and was President of
Conversational Systems, Inc., now One Voice Technologies, Inc., in San Diego,
California. Recently, Mr. Weber was nominated as chairperson and keynote
speaker of the Voice-Based Commerce tradeshow to be held in Chicago in
September 2000, where participants include IBM, Lucent, Nuance and
Speechworks. Mr. Weber was elected to the Board of Directors of the Company in
July of 1999 as Chairman.
George H. Kaelin, III, received a B.B.A. degree summa cum laude with an
emphasis in Business Economics from the University of San Diego, California.
Mr. Kaelin also has a Juris Doctor degree from the University of California,
Davis, where he received the American Jurisprudence Award for excellence in
Advanced Business Organizations Law. Mr. Kaelin has clerked for the U.S.
District Court, Eastern District, for the Honorable Milton L. Schwartz. He
also worked with the Alaska Legislature in drafting the Alaskan Non Profit
Corporations Code. Mr. Kaelin is a partner in the San Diego law firm of
Endeman, Lincoln, Turek & Heater where he has worked since 1994. He
specializes in business and real estate issues. Mr. Kaelin is admitted to
practice before all state and federal courts in California and has served as a
member of the Enright Inn of Court. Mr. Kaelin serves as a member of the Audit
and Compensation Committees of the Company and was elected to the Board in
1999.
Rahoul Sharan holds a Bachelor of Commerce degree from the University of
British Columbia and is a member of the Institute of Chartered Accountants of
British Columbia. Mr. Sharan was employed by Coopers & Lybrand (now
Pricewaterhouse Coopers) from 1984 to 1989. Since 1989, Mr. Sharan has been
the President and a Director of KJN Management Ltd., a private company which
provides a broad range of administrative, management and financial services to
both private and public companies. Mr. Sharan has been a partner in S & P
Group, a company which specializes in investment financing for venture capital
projects and real estate development and construction, since 1988. Mr. Sharan
was also a director of Pacific Northern Ventures, Ltd. from 1989 to 1995, and
is President and a Director of Bell Coast Capital Corp., an inactive public
company to which Mr. Sharan devotes less than 1% of his time. Mr. Sharan was
elected to the Board in 1999.
Bradley J. Ammon has been an International Tax Manager with KPMG, LLP in the
International Corporate Services department since 1998. His principal practice
consists of clients in the information, communications and entertainment (ICE)
industry. Mr. Ammon specializes in international tax planning, including
restructuring of international operations, domestic mergers and acquisitions,
and developing overall plans to minimize worldwide taxation. Prior to joining
KPMG, Mr. Ammon worked from 1995 to 1998 at Deloitte & Touche, LLP in their
tax services department where he provided corporate, partnership, and personal
tax and business planning services to clients. Mr. Ammon also worked several
years as a staff accountant where his responsibilities included the
compilation and consolidation of monthly financial statements for multiple
subsidiaries. Mr. Ammon has a Juris Doctor and a Master's of Law in taxation
(LL.M.) from the University of San Diego, and received his undergraduate
degree from the University of California, San Diego. He is admitted to the
California Bar. Mr. Ammon is a member of the Audit Committee and Compensation
Committee of the Company and was appointed to the Board on June 9, 2000.
The Board of Directors held three meetings in 1999 and all Directors were
present at each meeting. The Board of Directors has a Compensation Committee,
which makes recommendations to the Board concerning salaries and incentive
compensation for officers and employees of the Company. The members of the
Compensation Committee are Messrs. Kaelin and Ammon. The Board of Directors
also has an Audit Committee which reviews the results and scope of the audit
and other accounting related matters. The members of the Audit Committee are
currently Messrs. Kaelin and Ammon. Both committees were formed on June 9,
2000.
3
<PAGE>
MANAGEMENT
EXECUTIVE COMPENSATION
The Company's Chief Executive Officer is now paid a salary of $252,000 per
year (as approved by the Board in April 2000). The Company's Chief Financial
Officer's company is now paid a service fee of $180,000 per year (as approved
by the Board in April 2000). The CEO and CFO were each awarded a $75,000 bonus
on April 15, 2000. The following tables set forth certain information as to
the Company's CEO and each of the Company's four most highly-compensated
executive officers whose total annual salary and bonus for the fiscal year
ending December 31, 1999 exceeded $100,000:
SUMMARY COMPENSATION TABLE
Annual Compensation
<TABLE>
<CAPTION>
Other
Annual All
Compen- Restricted Options LTIP Other
Name & Principal Salary Bonus sation Stock SARs Payouts Compen-
Position Year ($) ($) ($) awards (#)(1) ($) sation
---------------- ---- ------- ----- ------- ---------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Dean Weber.............. 1999 180,000 0 0 0 0 0 0
CEO
Rahoul Sharan........... 1999 120,000(2) 0 0 0 0 0 0
CFO
</TABLE>
--------
(1) Options were granted pursuant to the Company's 1999 Stock Option Plan.
(2) This payment was made through KJN Management Ltd.
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
Percentage of Total
Options Granted to
Number of Shares Employees and
Underlying Options Directors in Exercise or Base Expiration
Name Granted(1)(2) Fiscal Year Price Per Share Date
---- ------------------ ------------------- ---------------- -------------
<S> <C> <C> <C> <C>
Dean Weber.............. 75,000 16.71 6.08 July 19, 2009
Rahoul Sharan........... 50,000 11.14 6.08 July 19, 2009
</TABLE>
--------
(1) None of the reported options were in-the-money at the end of the fiscal
year as a result of the closing price of the Common Stock as reported on
the OTCBB System on December 31, 1999 ($5.313/share) being less than the
exercise price of those options ($6.08/share).
(2) No options were exercised in 1999. All options are fully vested. The
listed options are the number of options exercisable at fiscal year end.
EMPLOYMENT AGREEMENT
The Company entered into a three-year employment agreement (the Weber
Employment Agreement) with Dean Weber, the Company's Chairman, Chief Executive
Officer, President, Secretary and Treasurer, commencing in July 1999. The
Weber Employment Agreement provides that, in consideration for Mr. Weber's
services, he is to be paid an annual salary of $180,000. His salary was
increased to $252,000 annually in April 2000, with a $75,000 bonus paid on
April 15, 2000.
4
<PAGE>
PERSONAL SERVICE AGREEMENT
The Company entered into a three-year personal service agreement with KJN
Management Ltd. commencing in July 1999 for the services of its CFO, Rahoul
Sharan, which provided for the payment of a fee by the Company to KJN
Management Ltd. of $120,000 per year. The service fee was increased to
$180,000 per year on April 15, 2000, and a $75,000 bonus was paid by the
Company on April 15, 2000.
COMPENSATION OF DIRECTORS
Non-employee directors receive $1000 for each Board of Directors meeting
attended. The Company pays all out-of-pocket expenses of attendance.
PRINCIPAL SHAREHOLDERS
The following table sets forth information on the ownership of the Company's
voting securities by Officers, Directors and major shareholders as well as
those who own beneficially more than five percent of the Company's common
stock through the most current date of September 1, 2000:
<TABLE>
<CAPTION>
Shares
Beneficially
Owned(1)
-----------------
Title of Class Name & Address Number Percent
-------------- -------------- --------- -------
<S> <C> <C> <C>
Common.................. Dean Weber, CEO , President, 5,633,000 44.19(2)(3)
Treasurer, Secretary, Chairman of Board
6333 Greenwich Dr., Ste. 240
San Diego, CA 92122
Common.................. IVantage, Inc. 1,600,200 12.6(2)
6333 Greenwich Dr., Ste. 240
San Diego, CA 92122
Common.................. Rahoul Sharan, CFO, Director 50,000 * (4)
6333 Greenwich Dr., Ste. 240
San Diego, CA 92122
Common.................. George H. Kaelin, III, Director 353,100 2.8(4)
6333 Greenwich Dr., Ste. 240
San Diego, CA 92122
Common.................. Bradley J. Ammon, Director 50,000 * (4)
6333 Greenwich Dr., Ste. 240
San Diego, CA 92122
Total securities held by officers and directors as a group
(4 people): 6,086,100 47.2
</TABLE>
--------
* Less than 1%
(1) 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. Shares of Common Stock
subject to options or warrants currently exercisable or convertible, or
exercisable or convertible within 60 days of September 1, 2000 are deemed
outstanding for computing the percentage of the person holding such option
or warrant but are not deemed outstanding for computing the percentage of
any other person.
(2) iVantage, Inc. is wholly owned by Dean Weber, Chairman of the Board, CEO,
President, Secretary and Treasurer of One Voice Technologies, Inc. Mr.
Weber is the beneficial owner of the 1,600,200 shares in the name of
iVantage, Inc. and those shares are also included in the amount presented
in this table for Mr. Weber.
(3) Includes options to purchase 75,000 shares as they are currently
exercisable.
(4) Represents options to purchase 50,000 shares as they are currently
exercisable.
5
<PAGE>
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
directors, executive officers and persons who own more than five percent of a
registered class of the Company's equity securities, to file with the
Securities and Exchange Commission (the SEC) initial reports of ownership and
reports of changes in ownership of Common Stock and other equity securities of
the Company. Officers, directors and greater than ten-percent beneficial
owners are required by SEC regulation to furnish the Company with copies of
all Section 16(a) reports they file.
Form 3 filings for Dean Weber, George H. Kaelin, III, and Rahoul Sharan due
on December 16, 1999 were filed on August 11, 2000 (for Mr. Weber and Mr.
Kaelin) and August 16, 2000 (for Mr. Sharan). These filings are being amended
to reflect the correct exercise price for options granted on July 19, 1999. No
other person, who, at any time during the year ended December 31, 1999, was a
director, officer or beneficial owner of more than 10 percent of any class of
equity securities of the Company registered pursuant to Section 12 of the
Exchange Act failed to file on a timely basis, as disclosed in Form 3 filings,
reports required by Section 16(a) of the Exchange Act during the year ended
December 31, 1999, or any prior years ended December 31. The foregoing is
based solely upon a review of Form 3 filings furnished to the Company during
the year ended December 31, 1999, if any, certain written representations and
shareholders who, to the best of our knowledge, hold 10% or more of Company
shares.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Company's chief executive officer, Mr. Weber, has advanced $4,500 to the
Company for the purchase of a computer. The Company's chief financial officer,
Mr. Sharan, has advanced $10,000 to the Company for travel expenses. Both of
these cash advances occurred in July 1999 and were recorded on the Company's
financial statements as current liabilities with no written or verbal
agreement regarding loan terms of repayment or stated interest rate. The
advances were repaid by the Company on July 14, 2000.
In May 1999, a group of officers, directors and shareholders of the Company
(the group) formed a new company, Dead On Acquisition Company, a California
corporation. Subsequent to the formation of Dead On Acquisition Company, the
group transferred 6,075,000 shares of the Company's common stock to Dead On
Acquisition Company in exchange for shares of Dead On Acquisition Company
Stock.
On July 14, 1999, 150,000 restricted shares of the Company's common stock
were issued as a commission to Compass Investment Management, a non-affiliated
entity, for services rendered in connection with the July 1999 private
placement.
On May 14, 1999, the Company sold all of its operating assets and
liabilities relating to its discontinued operations apparel, accessory, and
sports equipment division to Dead On Acquisition Company for $1.00 per an
agreement for acquisition resulting in a gain of $91,785 and a provision for
operating losses of $110,788, equaling a net financial statement loss of
$19,003.
On April 15, 2000, the Company granted a bonus of $75,000 to each of its
directors.
6
<PAGE>
PROPOSAL 2
RATIFICATION OF SELECTION OF AUDITORS
The Board of Directors has authorized the firm of Stonefield Josephson,
Inc., independent public accountants, to serve as auditors for the fiscal year
ending December 31, 2000.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE
RATIFICATION OF THE SELECTION OF STONEFIELD JOSEPHSON, INC. AS THE AUDITORS OF
THE COMPANY.
The Board of Directors does not know of any other matters which may come
before the Annual Meeting. However, if any other matter shall properly come
before the Annual Meeting, the proxy holders named in the proxy accompanying
this statement will have discretionary authority to vote all proxies in
accordance with their best judgment.
SHAREHOLDER PROPOSALS
Any shareholder who intends to present a proposal at the Company's 2001
Annual Meeting of Shareholders must deliver the proposal to the Company no
later than December 31, 2000 and must otherwise comply with Rule 14a-8 under
the Securities Exchange Act of 1934 in order to have the proposal included in
the proxy materials for that meeting. Any shareholder proposal submitted other
than for inclusion in the Company's proxy materials for that meeting must be
delivered to the Company no later than December 31, 2000 or such proposal will
be considered untimely. If a shareholder proposal is received after December
31, 2000, the Company may vote in its discretion as to that proposal all of
the shares for which it has received proxies for the 2001 Annual Meeting of
Shareholders.
ANNUAL REPORT TO SHAREHOLDERS
The Company's Annual Report to the Securities and Exchange Commission on
Form 10-K for the fiscal year ended December 31, 1999 is being mailed to
Shareholders along with this Proxy Statement. The Annual Report is not to be
considered part of the soliciting material.
San Diego, California By Order of the Board of Directors
September 5, 2000
7
<PAGE>
ONE VOICE TECHNOLOGIES, INC.
6333 Greenwich Drive, Suite 240
San Diego, California 92122
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
The undersigned, as owner of shares of Common Stock of One Voice
Technologies, Inc., a Nevada corporation (the "Company"), hereby acknowledges
receipt of the Proxy Statement and the notice of the shareholders meeting to be
held on September 28, 2000, at 10:00 a.m. Pacific time, at La Jolla Beach and
Tennis Club, 2000 Spindrift Drive, La Jolla, California 92037, and hereby
further revokes all previous proxies and appoints Dean Weber or George H.
Kaelin, III, as proxy of the undersigned at said meeting and any adjournments
thereof with the same effect as if the undersigned were present and voting the
shares.
(1) For the election of the following persons as directors of the Company to
serve until the next annual meeting of shareholders and until their respective
successors shall have been elected and qualified:
Dean Weber
George H. Kaelin, III
Rahoul Sharan
Bradley J. Ammon
[_]AUTHORITY GRANTED to vote [_]AUTHORITY WITHHELD to vote
for nominees listed above, for all nominees listed
except as indicated to the above.
contrary below.
(INSTRUCTION: TO VOTE AGAINST ANY NOMINEE, WRITE THAT NOMINEE'S NAME IN THE
SPACE PROVIDED BELOW.)
--------------------------------------------------------------------------------
(2) The approval and adoption of a resolution appointing Stonefield
Josephson, Inc. as the Company's independent certified public accountants for
fiscal year 2000.
[_] FOR [_] AGAINST [_] ABSTAIN
(3) In their discretion upon such other matters as may properly come before
the meeting and any adjournments thereof.
THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS YOU HAVE INDICATED
ABOVE. IF NO INDICATION HAS BEEN MADE, THE SHARES REPRESENTED BY THIS PROXY
WILL BE VOTED FOR THE ABOVE NOMINEES AND IN FAVOR OF SUCH PROPOSALS, AND AS
SAID PROXY DEEMS ADVISABLE ON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE
THE MEETING.
Dated: _______________, 2000
----------------------------
(Signature)
----------------------------
(Signature)
Sign exactly as your name
appears on your share cer-
tificate. When signing as
attorney, executor, admin-
istrator, trustee or guard-
ian, please give full ti-
tle. If more than one
trustee, all should sign.
All joint owners should
sign. If a corporation,
sign in full corporation
name by president or other
authorized officer. If a
partnership, sign in part-
nership name by authorized
person. Persons signing in
a fiduciary capacity should
indicate their full title
in such capacity.
<TABLE>
<S> <C>
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE.
</TABLE>
