<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange act of 1934
File by the Registrant [ ]
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 Materials Pursuant to Section 240.14a-11(c) or Section 240.14a-12
Westergaard.com, Inc.
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(Name of Registrant as Specified in Charter)
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(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 14(a)-6(i)(4) and 0-11
(1) Title of each class of securities to which transaction applies:
------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value transaction computed
pursuant to the 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:
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[ ] 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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(3) Date filed:
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Notes:
Notice of Annual Meeting of Stockholders
to be held June 23, 2000
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TO OUR STOCKHOLDERS:
You are cordially invited to attend the Annual Meeting of Stockholders of
Westergaard.com, Inc. ("Westergaard.com" or the "Company") which will be held at
Galen Associates, 610 Fifth Avenue, 5th Floor, New York, New York, on June 23,
2000 at 10:00 am, local time, for the following purposes:
1. Discussion of the Company's operations.
2. Election of Directors for the ensuing year.
3. Ratification of Grant Thornton LLP as independent certified public
accountants for the Company for fiscal year ending October 31,
2000.
4. To act upon such other business as may properly come before the
meeting or any adjournments or postponements thereof.
The Board of Directors has fixed the close of business on May 23, 2000, as the
record date for determining those Stockholders who will be entitled to vote at
the meeting. The stock transfer books will not be closed between the record date
and the date of the meeting.
Representation of at least a majority of all outstanding shares of Common Stock
of Westergaard.com, Inc., is required to constitute a quorum. Accordingly, it is
important that your shares be represented at the meeting. Whether or not you
plan to attend the meeting, please complete, date, and sign the enclosed proxy
card and return it in the enclosed envelope.
Please read the proxy material carefully. Your vote is important and the Company
appreciates your cooperation in considering and acting on the matters presented.
If you plan to attend the meeting, please follow the advanced registration
instructions on the back of this Proxy Statement. An admission card will be
mailed to you prior to the meeting. If you plan not to attend, you can be sure
your shares are represented at the meeting by promptly voting and submitting
your proxy by completing, signing, dating, and Proxy Form in the enclosed
envelope.
Very truly yours,
Tom Wojciechowski
Director and Chief Executive Officer
New York, New York
May 31, 2000
3
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--------------------------------------------------
PROXY STATEMENT
FOR
ANNUAL MEETING OF STOCKHOLDERS OF
WESTERGAARD.COM, INC.
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TO BE HELD ON June 23, 2000
This Proxy Statement is furnished in connection with the solicitation of
proxies by Westergaard.com, Inc., on behalf of the Board of Directors for the
2000 Annual Meeting of Stockholders. The annual meeting will be held at Galen
Associates, located at 610 Fifth Avenue, 5th Floor, New York, New York, on June
23, 2000, at 10:00 a.m., local time, or any adjournments or postponements
thereof, for the purposes of set forth in the accompanying Notice of Annual
Meeting to Stockholders. This proxy Statement and the proxy card were first
mailed to Stockholders on or about May 31, 2000.
VOTING RIGHTS AND SOLICITATION
The close of business on May 23,2000, was the record date for Stockholders
entitled to notice of, and to vote at, the Annual Meeting. As of that date,
Westergaard.com, had 11,948,445 shares of common stock, $.001 par value per
share (the "Common Stock"), issued and outstanding. All of the shares of the
Company's Common Stock outstanding on the record date are entitled to vote at
the Annual Meeting, and Stockholders of record entitled to vote at the meeting
will have one (1) vote for each share held on the matters to voted upon.
Shares of the Company's Common Stock represented by proxies in the
accompanying form which are properly executed and returned to Westergaard.com
will be voted at the Annual Meeting of Stockholders in accordance with the
Stockholders' instructions contained therein. In the absence of contrary
instructions, shares represented by such proxies will be voted FOR the election
of the directors as described herein under "Proposal 1 - Election of Directors"
and FOR proposal to ratify the selection of the independent accountants as
described herein under "Proposal 2--Ratification of Grant Thornton LLP as
independent certified public accountants."
Election of directors by Stockholders shall be determined by a plurality
of the votes cast by Stockholders entitled to vote at the election that are
present in person or represented by proxy. The ratification of the appointment
of the independent certified public accountants requires a majority of the votes
cast to be affirmative. Abstentions and broker non-votes are each included in
the determination of the number of shares present for quorum purposes. A broker
"non-vote" occurs when a nominee holding shares for a beneficial holder does not
have discretionary voting power and does not receive voting instructions from
the beneficial owner. Abstentions are counted in tabulations of the votes cast
on proposals presented to Stockholders, where as broker non-votes are not
counted for purposes of determining whether a proposal has been approved
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Management does not know of any matters to be presented at this Annual
Meeting other than those set forth in this Proxy Statement and in the Notice
accompanying this Proxy Statement. If other matters should properly come before
this meeting, the proxy holders will vote on such matters in accordance with
their best judgment.
Any Stockholder has the right to revoke his or her proxy at any time
before it is voted by giving written notice of such revocation to the Secretary
of the Company. Any written notice revoking the proxy, and any later dated
proxy, should be sent to Anne Straton at Westergaard.com, located at 560 West
43rd Street, New York, New York 10036.
The cost of soliciting the proxies on the accompanying form has been or
will be borne by the Company. In addition to solicitation by mail, the Company
will request banks, brokers and other custodians, nominees, and fiduciaries to
send proxy materials to the beneficial owners and to secure their voting
instructions, if necessary. The Company will reimburse such banks, brokers,
custodians, and nominees and fiduciaries for their expenses in so doing. The
Company's Registration Statement, on Form 10-SB is being furnished concurrently
herewith to Stockholders of record. Additional copies of the Registration
Statement may be obtained upon written request to Anne Straton at
Westergaard.com located at 560 West 43rd Street, New York, New York 10036.
PROPOSAL 1
ELECTION OF DIRECTORS
At the 2000 Annual Meeting, all members of the Board of Directors are to
be elected and will hold office until the 2001 Annual Meeting and until their
successors have been elected and have qualified. The nominees are listed on
pages 6 through 8, with brief biographies. The Board knows of no reason why any
nominee is unable to serve. The shares represented by all valid proxies will be
voted for the election of such other person as the board may recommend.
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NAME AGE DIRECTOR SINCE POSITION
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John Westergaard 68 1996 Chairman of the Board, Publisher
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Thomas Wojciechowski 40 1999 Director, President, Chief
Executive Officer
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Derrick Ashcroft 70 1998 Director
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Wenke B. Thoman 54 1996 Director
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William R. Grant 75 1999 Director
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Joseph Allen 56 1999 Director
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John Westergaard, Chairman of the Board, Publisher and Editorial Director: Mr.
Westergaard is an internationally respected investment analyst and financial
writer whose professional investment career spans 43 years. He entered the
investment business in 1957 with Standard and Poor's Corporation where he served
as a member of the President's Staff. In 1962, he co-founded Equity Research
Associates. In 1968, Equity Research Associates became a New York Stock Exchange
Member. From 1978 to 1990, he served as a Managing Director of Ladenburg
Thalmann & Co. Inc., investment bankers and New York Stock Exchange members for
over 100 years. In 1984, he founded a public mutual fund, The Westergaard Fund,
which was liquidated in 1987. From 1990 until the founding of Westergaard.com,
Inc. in 1996, Mr. Westergaard was engaged in founding, managing, and serving as
an editor with Westergaard Publishing Corporation, a fax and directory
publishing and conference business. Mr. Westergaard is the Chairman of our
subsidiary WBN and has also served from 1998 to the present on the board of
directors for Paulson Capital Corporation, a public company.
Mr. Westergaard graduated from Williams College in 1953 and served in military
counterintelligence from 1953 to 1956. He has served as a guest panelist at the
U.S. Army and U.S. Navy War Colleges, has on numerous occasions been a featured
guest on "Wall Street Week" with Louis Rukeyser, a guest many times on CNBC,
CNN, PBS, and a featured speaker before several dozen investment analyst
societies and educational institutions, including Harvard Business School, The
Wharton School, and Yale University.
Thomas J. Wojciechowski, President/Chief Executive Officer: Mr. Wojciechowski
comes to Westergaard.com, Inc. from MoneyLine Network, Inc., an Internet startup
engaged in delivering financial services to the global institutional
marketplace. As a core member of the executive management, he was responsible
for strategic relationships, global sales and product marketing. Mr.
Wojciechowski is also the President and Chief Executive Officer of our
subsidiary WBN.
From 1983 to 1998, Mr. Wojciechowski held various executive positions with
Reuters, Ltd. From 1996 to 1998, he was Director of National Accounts, Reuters
America, Inc. and Vice President of Reality Online, a Reuters subsidiary
providing Internet based transaction solutions aimed at the individual investor.
From 1988 to 1996, he was responsible for sales and operations of Reuters'
Information Management Systems in an 18 state region. Previous to that he served
five years in Germany and Switzerland primarily in sales, marketing and product
development capacities. Mr. Wojciechowski graduated from Purdue University in
1982 with a B.S. in Electrical Engineering.
Derrick Ashcroft, Director: Mr. Ashcroft owns and operates a 75,000 acre
commercial cattle ranch in New Mexico and sits on the board directors of Golf
Entertainment, Inc., Leasing Edge Corp., LEC Technologies, Inc., and Omap
Holdings, Inc. He served as Chairman of Cardiopet from 1988 to 1995, previously
held various executive positions including President, with several ventures
marketing tax-driven leasing transactions, and from 1961 to 1980 founded and
built one of the largest typesetting and graphic communications groups in
Europe. He was educated at Magdalen College in Oxford with an M.A. in History
and served as an officer in the Royal Artillery.
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Wenke B. Thoman, Director: Ms. Thoman is the Vice President of Eastern
Industrial Mineral Holdings, Inc., a company engaged in importing minerals from
the Mediterranean and producing high temperature insulation in Georgia and
Louisiana. From 1990 to 1995, she served as Chairman of Rain Hill Group, a
consulting firm specializing in corporate development issues. She served as VP
Corporate Finance at Paine Webber from 1987-1990, VP Merger and Acquisitions at
American Can Company from 1985-1987, VP Investment Banking at Donaldson Lufkin &
Jenrette from 1980 - 1985 and Director of Corporate Development at Chargeurs SA,
a diversified French company from 1977 to 1979. She currently serves as Director
of various private companies and non-profit organizations. Ms. Thoman was born
in Norway and raised in Canada. She received her MBA from INSEAD, France in 1977
and attended McGill University in Canada from 1964-1966.
William R. Grant, Director: Mr. Grant is Chairman of Galen Associates, a venture
capital firm focused on the healthcare industry with currently over $1 billion
under management. Mr. Grant serves on the board of directors of OSI Corp. Until
recently, he served as non-executive Vice-Chairman of SmithKline Beecham and
currently is on the boards of Allergan, Flex-Foot, Bank Audi, Vasogen, MiniMed,
Ocular Sciences and Witco Chemical Corporation. Prior to establishing Galen in
1989, Mr. Grant was Chairman of MacKay-Shields Financial, an investment
management and venture investment firm from 1987 - 1989. He began his career as
a drug and chemical analyst with Smith Barney, eventually becoming the firm's
President. Mr. Grant graduated in 1949 from Union College on whose board of
trustees he currently serves.
Joseph Allen, Director: Joseph Allen is founder and principal owner of Allen &
Caron (formerly South Coast Communications), an investor relations firm based in
Irvine, California and New York City. Prior to its founding in 1988, Mr. Allen
served two years as Vice President/Corporate Affairs of General Automation,
Inc., as president and principal of Allen & McGarvey, a corporate and financial
relations agency from 1981 - 1987, and previous to that as Vice President of
Bozell & Jacobs in charge of their Newport Beach and Los Angeles offices from
1979 - 1981. Earlier in his career, Mr. Allen was employed in publishing with
Sage Publications, a publisher of scholarly journals. He has written four books,
of which "Systems in Action" (Scott Foresman) was used in the course study at
leading graduate schools of management. Mr. Allen has lectured on public
relations at UCLA Anderson Graduate School of Management and UCLA Extension. Mr.
Allen serves on the board of directors for Ophthalmic Imaging Systems, Inc.
In addition, the Board of Directors has recommend that Christina H. Kepner and
Vernon Taylor be elected to the Board of Directors.
Cristina H. Kepner, age 45: Cristina H. Kepner is a Director, Executive Vice
President and Corporate Finance Director at Invemed Associates, LLC, an
investment banking firm, which she joined in 1978. Ms. Kepner serves on the
Board of Directors of Quipp, Inc., Rome Cable Corporation, Virologics, Inc. and
Cepheid Corporation.
7
<PAGE>
Vernon Taylor, age 48: Vernon F. Taylor III is Managing Director of Chart
Capital Partners. Mr. Taylor joined CCP to assist in sourcing investments and to
provide professional management and operational experience to portfolio
companies. He has served in various roles as a significant investor, executive
and director, and has been directly responsible for attracting capital and
management to companies. Mr. Taylor served as co-founder and Chairman of Breece
Hill Technologies until April 1999 when the company merged with Global Maintech.
Previously, Mr. Taylor served as Chairman and CEO of Geodome Resources, Ltd., a
publicly listed mining company ultimately sold to a NYSE company; and of Chemex
Pharmaceuticals. Mr. Taylor is currently a Director of Placer Dome, Ltd., a
leading mining concern. He previously served as Director of numerous public and
private companies, manager for a metals exploration project and metals analyst
for GH Walker Laird & Co. Mr. Taylor received his Bachelor of Science from
Stanford University.
The Board of Directors recommends that Stockholders vote FOR election of all of
the above nominees as directors.
BOARD OF DIRECTORS AND COMMITTEES
The Board of Directors of the Company held a total of 12 meetings during
fiscal 1999. The average attendance by the directors at the board meetings was
over 95%.
AUDIT COMMITTEE.
The Audit Committee is composed of Derrick Ashcroft, William R. Grant,
Wenke B. Thoman. The Audit Committee is charged with reviewing the Company's
annual audit and meeting with the Company's independent certified public
accountants of Grant Thornton LLP., to review the Company's internal
controls and financial management practices. The Audit Committee held 2
meetings in fiscal 1999.
THE COMPENSATION COMMITTEE
The Compensation Committee consists of Derrick Ashcroft and Bill Grant.
The Compensation Committee makes recommendations to the board of directors with
respect to the compensation arrangements and plans for executive officers,
senior employees, and directors of the Company and administers the 1999
Incentive and Nonstatutory Stock Option Plan. The Compensation Committee held 3
meetings in fiscal 1999.
COMPENSATION OF DIRECTORS
In fiscal year 1999, Company directors received $200.00 per board meeting
and were reimbursed for out-of-pocket expenses while attending board meetings.
PROPOSAL 2
RATIFICATION OF GRANT THORNTON LLP AS
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INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
The Board of Directors has appointed Grant Thornton LLP, independent
certified public accountants, to examine the financial statements of
Westergaard.com, Inc., for the fiscal year ending October 31, 2000, and to
perform other audit and accounting related activities as may be requested from
time to time by management and the Board of Directors.
The Board has directed that the appointment of Grant Thornton LLP be
submitted to the Stockholders for approval. The affirmative vote of a majority
of the shares of Common Stock present or represented and entitled to vote on the
proposal at the Annual Meeting is required for approval. If the Stockholders do
not approve, the Board will reconsider the appointment.
Representatives of Grant Thornton LLP are expected to be present at the
Annual Meeting. They will be available to respond to appropriate questions and
will have an opportunity to make a statement if they so desire.
The Board of Directors recommends that the Stockholders vote FOR the
ratification of the appointment of Grant Thornton LLP as independent certified
public accountants.
EXECUTIVE COMPENSATION
The following table sets forth the compensation earned by the Company's
executive officers for services rendered in all capacities to the Company for
the fiscal year ended 1999. The Company's fiscal year ends on October 31st.
Summary Compensation Table
<TABLE>
<CAPTION>
Long Term Compensation
---------------------------------------
Annual Compensation Awards Payouts
-------------------------------------------------------------------------------------------------------------
(a) (b) (c) (d) (e) (f) (g) (h) (i)
Other Securities All
Name Annual Restricted Under- Other
And Compen- stock lying LTIP Compen-
Principal sation Award(s) Options/ Payouts sation
Position Year Salary($) Bonus($) ($) ($) SARs (#) ($) ($)
----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
John Westergaard 10/31/1998-10/31/99 $166,000 ____ ____ ____ ____ _____
Chairman, Director and Editorial Director
Anne Straton 10/31/98-10/31/99 $72,000 ____ ____ ____ ____ _____
</TABLE>
9
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Executive Vice President, Secretary, Managing Editor
Stock Options
There were not stock options or stock appreciation rights (SARs) granted
under the Company's stock option plan to any executive officers during the 1999
fiscal year.
The following table provides information with respect to the Named
Executive Officers concerning the exercise of options during the last fiscal
year and unexercised options held as of the end of the fiscal year. The Company
does not have any stock appreciation rights.
AGGREGATED OPTION/SAR EXERCISE IN LAST FISCAL YEAR AND FY-END
OPTION/SAR VALUE
Name Shares Value Number of Value of unexercised
acquired realized securities in-the-money-options/SARs
on ($) underlying at FY-end ($)
exercise (#) unexercised Exercisable/
option/SARs at unexercisable
FY-end (#)
exercisable
unexercisable
(a)........(b)............(c)...........(d).....................(e)...........
Anne Straton 100,000 0 $100,000 Not applicable
Option Exercises and Holdings
The value realized is equal to the fair market value of the purchased
shares on the option exercise date less the exercise price paid for those
shares.
The value of unexercised in-the-money options is based upon the market
price of $.41 per share, which was the average of the high and low selling price
per share on the OTC Bulletin Board on the last day of the 1999 Fiscal Year,
less the exercise price of $1.00 per share payable for such sales.
No executive officer exercised any options during the fiscal year 1999 and
no stock appreciation rights were exercised during such year.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The following transactions have been undertaken within the last two years
with related parties.
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Westergaard Publishing Corp., a separate New York Corporation which was
founded by John Westergaard, is currently in the process of being dissolved.
During all times that Westergaard Publishing was incorporated, John Westergaard
was an officer, a director and a shareholder. An asset that Westergaard
Publishing held was 1,445,000 shares of Westergaard.com. Upon dissolution it was
determined by the shareholders of Westergaard Publishing, John Westergaard and
Dov Perlysky, that 1,355,000 shares of Westergaard.com would be distributed as
355,000 shares to John Westergaard and 1,000,000 to Dov Perlysky. The 1,000,000
shares that Mr. Perlysky received made him a beneficial owner of Westergaard.com
providing him with an 8% interest. The remaining 90,000 were distributed as
compensation to the following: 50,000 shares to Strain Consulting, Inc., for
consulting services; 25,000 to A. Joseph Tandet for legal services; 10,000
shares to Robert Arnold as compensation for legal advice; and 5,000 shares to
Alvin Rosen for accounting services.
During the year ended October 31, 1998, Westergaard Publishing Corporation
transferred to us securities valued at approximately $93,000 in full settlement
for a $50,000 noninterest-bearing loan from us. As a result of this transaction,
we recognized a capital contribution of approximately $42,000, which represents
the excess value of securities received over the affiliated receivable.
We have unpaid expense reimbursements made by Westergaard Publishing
Corporation on behalf of us and an outstanding loan balance of $50,000 from
Westergaard Publishing Corporation. The loan bears interest of 8% per annum and
does not have a scheduled repayment date.
William R. Grant, a Westergaard.com director, provided significant
assistance to the Company with regard to our second round of financing in
January 1999. In conjunction with this financing, Mr. Grant assisted in
structuring the offering and played a significant role in arranging a $200,000
bridge loan to fund operations pending completion of the financing. As
consideration for his services to the Company he received 20,000 options to
purchase Westergaard.com common stock.
In connection with the offering of our common stock completed in the year
ending October 31, 1997, we granted 500,000 options to James Goldberg, a
consultant, who assisted with the offering. These options were granted in fiscal
1998 and the fair value of such options was approximately $335,000 at grant
date.
Some technical operations are housed with our webmaster, Paul Compton, who
works out of a home office in Minneapolis, Minnesota. We do not pay any rent to
Mr. Compton to house these operations. However, Mr. Compton is paid an annual
salary of $48,000 in his position as Webmaster for the Company.
STOCKHOLDER PROPOSALS
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Stockholder proposals intended to be considered at the Company's Annual
Meeting of Stockholders to be held in 2001 must be received by the Company no
later than February 1, 2001, in order be included in the Company's proxy
statement and form of proxy relating to that meeting. These proposals must
comply with the requirements as to form and substance established by the
Securities and Exchange Commission for such proposals in order to be included in
the proxy statement.
ANNUAL REPORT AND FORM 10-KSB
The Company is a newly reporting Company and has not been required to file
an annual report or a 10-KSB for fiscal 1999. However, the Company filed a
Registration Statement on Form 10-SB, as amended, with the Securities and
Exchange Commission on May 11, 2000. Stockholders may obtain a copy of this
report, without charge, by writing to Ms. Anne Straton, Executive Vice President
of the Company, at the Company's principal offices located at 560 West 43rd
Street, New York, New York 10036.
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OTHER BUSINESS
The Board does not know of any matter to be presented at the Annual
Meeting which is not listed on the Notice of Annual Meeting accompanying this
Proxy Statement.
ALL STOCKHOLDERS ARE URGED TO COMPLETE, SIGN AND RETURN THE
ACCOMPANYING PROXY CARD IN THE ENCLOSED ENVELOPE.
By Order of the Board of Directors
/s/ Anne Straton
----------------
Anne Straton
Corporate Secretary
May 31, 2000
New York, New York
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WESTERGAARD.COM, INC.
PROXY FOR
ANNUAL MEETING OF STOCKHOLDERS
JUNE 23, 2000
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints John Westergaard and Thomas Wojciechowski,
and each or any of them as Proxies of the undersigned, with full power of
substitution, and hereby authorizes them to represent and to vote, as designated
below, all of the shares of Common Stock of Westergaard.com, Inc., held of
record by the undersigned on June 23, 2000, at the Annual Meeting of
Stockholders of Westergaard.com, Inc., to be held on June 23, 2000, or at any
adjournment thereof.
1. Election of Directors
FOR [ ] WITHHOLD AUTHORITY [ ]
all nominees listed below to vote for all nominees
(except as marked to listed below
the contrary below)
(INSTRUCTION: To withhold authority to vote for any individual nominee
strike a line through the nominee's name in the list below)
John Westergaard Thomas Wojciechowski Derrick Ashcroft Vernon Taylor
Wenke B. Thoman William R. Grant Joseph Allen Cristina H. Kepner
2. Ratification of Grant Thorton, LLP as independent certified public
accountants.
FOR [ ] AGAINST [ ] [ ] ABSTAIN
3. In their discretion, the Proxies are authorized to vote upon such other
matters as may properly come before the meeting.
THE BOARD RECOMMENDS A VOTE FOR PROPOSALS NOS. 1 AND 2. THIS PROXY,
WHEN PROPERLY EXECUTED, WILL BE VOTED AS SPECIFIED ABOVE. THIS PROXY WILL
BE VOTED FOR PROPOSALS. NOS. 1 AND 2 IF SPECIFICATION IS MADE.
PLEASE SIGN EXACTLY AS YOU NAME(S) IS (ARE) SHOWN ON THE SHARE CERTIFICATES
TO WHICH THE PROXY APPLIES. WHEN SHARES ARE HELD BY JOINT TENANTS, BOTH SHOULD
SIGN. WHEN SIGNING AS AN
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ATTORNEY, EXECUTOR, ADMINISTRATOR, TRUSTEE OR GUARDIAN, PLEASE PROVIDE 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.
Dated , 2000
--------------------------
--------------------------------------
(Signature)
--------------------------------------
(Additional signature if held jointly)
PLEASE COMPLETE, SIGN AND DATE THIS PROXY AND RETURN PROMPTLY IN THE
ENCLOSED ENVELOPE.
15
