<PAGE> 1
================================================================================
SCHEDULE 14A INFORMATION
(Rule 14a)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2)
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material pursuant to Section 240.14a-11(c) or Section 240.14a-12
Chemed Corporation
----------------------------------------------------
(Name of Registrant as Specified in its Charter)
Chemed Corporation
----------------------------------------------------
(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)(4) 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> 2
[CHEMED LOGO]
CHEMED CORPORATION
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
MAY 15, 2000
The Annual Meeting of Stockholders of Chemed Corporation will be held at The
Phoenix Club, 812 Race Street, Cincinnati, Ohio, on Monday, May 15, 2000, at 2
p.m. for the following purposes:
(1) To elect directors;
(2) To approve an amendment to Chemed Corporation's Certificate of
Incorporation, as amended, authorizing the issuance of 700,000 shares of a new
class of preferred stock;
(3) To ratify the selection by the Board of Directors of independent
accountants; and
(4) To transact such other business as may properly be brought before the
meeting.
Stockholders of record at the close of business on March 17, 2000, are
entitled to notice of, and to vote at, the meeting.
IF YOU DO NOT PLAN TO ATTEND THE MEETING, PLEASE COMPLETE, DATE AND SIGN THE
ENCLOSED PROXY AND RETURN IT IN THE ENVELOPE PROVIDED AT YOUR EARLIEST
CONVENIENCE. NO POSTAGE IS REQUIRED IF IT IS MAILED IN THE UNITED STATES.
Naomi C. Dallob
Secretary
March 30, 2000
<PAGE> 3
[CHEMED LOGO]
PROXY STATEMENT
This Proxy Statement is furnished in connection with the solicitation by the
Board of Directors of Chemed Corporation (hereinafter called the "Company" or
"Chemed") of proxies to be used at the Annual Meeting of Stockholders ("Annual
Meeting") of the Company to be held on May 15, 2000, and any adjournments
thereof. The Company's mailing address is 2600 Chemed Center, 255 East Fifth
Street, Cincinnati, Ohio 45202. The approximate date on which this Proxy
Statement and the enclosed proxy are being sent to stockholders is March 30,
2000. Each valid proxy received in time will be voted at the meeting and, if a
choice is specified on the proxy, the shares represented thereby will be voted
accordingly. The proxy may be revoked by the stockholder at any time before the
meeting by providing notice to the Secretary.
Only stockholders of record as of the close of business on March 17, 2000,
will be entitled to vote at the Annual Meeting or any adjournments thereof. On
such date, the Company had outstanding 10,236,277 shares of capital stock, par
value $1 per share ("Capital Stock"), entitled to one vote per share.
ELECTION OF DIRECTORS
Sixteen directors are to be elected at the Annual Meeting to serve until the
following annual meeting of stockholders and until their successors are duly
elected and qualified. Set forth below are the names of the persons to be
nominated by the Board of Directors, together with a description of each
person's principal occupation during the past five years and other pertinent
information.
Unless authority is withheld or names are stricken, it is intended that the
shares covered by each proxy will be voted for the nominees listed. Votes that
are withheld will be excluded entirely from the vote and will have no effect.
The Company anticipates that all nominees listed in this Proxy Statement will be
candidates when the election is held. However, if for any reason any nominee is
not a candidate at that time, proxies will be voted for any substitute nominee
designated by the Board of Directors (except where a proxy withholds authority
with respect to the election of directors). The affirmative vote of a plurality
of the votes cast will be necessary to elect each of the nominees for director.
NOMINEES
EDWARD L. HUTTON Mr. Hutton is Chairman and Chief Executive Officer of
Director since 1970 the Company and has held these positions since
Age: 80 November 1993. Previously, from 1970 to November
1993, he served the Company as President and Chief
Executive Officer. Mr. Hutton is also the Chairman of
Omnicare, Inc., Cincinnati, Ohio (healthcare products
and services), a public corporation in which the
Company holds a .5-percent-ownership interest
(hereinafter "Omnicare"). Mr. Hutton is a director of
Omnicare. Mr. Hutton is the father of Thomas C.
Hutton, a Vice President and a director of the
Company.
KEVIN J. MCNAMARA Mr. McNamara is President of the Company and has held
Director since 1987 this position since August 1994. Previously, he
Age: 46 served as Executive Vice President, Secretary and
General Counsel from November 1993, August 1986 and
August 1986, respectively, to August 1994. He is a
director of Omnicare.
1
<PAGE> 4
RICK L. ARQUILLA Mr. Arquilla is President and Chief Operating Officer
Director since May 1999 of Roto-Rooter Services Company, an indirectly wholly
Age: 46 owned subsidiary of the Company, and has held this
position since January 1999. Previously, he served as
a Senior Vice President of Roto-Rooter Services
Company, from May 1997 to January 1999. From May 1989
to May 1997, he served as Vice President of Roto-
Rooter Services Company.
JAMES H. DEVLIN Mr. Devlin is a Vice President of the Company and has
Director from May 1991 held this position since December 1992. From December
to May 1992 and since 1992 to September 1997, he also served as Group
February 1993 Executive of the Company's then-wholly owned Omnia
Age: 53 Group.
CHARLES H. ERHART, JR. Mr. Erhart retired as President of W. R. Grace and
Director since 1970 Co. (hereinafter "Grace"), Columbia, Maryland
Age: 74 (international specialty chemicals, construction and
packaging) in August 1990, having held that position
since July 1989. Previously, he was Chairman of the
Executive Committee of Grace and held that position
from November 1986 to July 1989. He is a director of
Omnicare.
JOEL F. GEMUNDER Mr. Gemunder is President of Omnicare and has held
Director since 1977 this position since May 1981. He is also a director
Age: 60 of Omnicare and Ultratech Stepper, Inc.
PATRICK P. GRACE Mr. Grace is Executive Vice President of Kingdom
Director since 1996 Group, LLC, New York, New York (a provider of turnkey
Age: 44 compressed natural gas fueling systems) and has held
this position since August 1999. He is also President
of MLP Capital, Inc. (a managing partner of several
real estate and mining ventures in the southwestern
United States). From December 1997 to January 31,
1999, Mr. Grace was also Chief Financial Officer of
Compucook, Inc., Westport, Connecticut (interactive
marketing). From February 1991 to October 1995, he
was President of Grace Logistics Services, Inc.,
Greenville, South Carolina (a full-service provider
of logistical support), a subsidiary of Grace.
THOMAS C. HUTTON Mr. Hutton is a Vice President of the Company and has
Director since 1985 held this position since February 1988. Mr. Hutton is
Age: 49 a director of Omnicare. He is a son of Edward L.
Hutton, the Chairman and Chief Executive Officer and
a director of the Company.
WALTER L. KREBS Mr. Krebs retired as Senior Vice President-Finance,
Director from May 1989 Chief Financial Officer and Treasurer of Service
to April 1991 and since America Systems, Inc., a wholly owned subsidiary of
May 1995 the Company ("Service America"), in July 1999, having
Age: 67 held that position since October 1997. Previously, he
was a Director Financial Services of DiverseyLever,
Inc. (formerly known as Diversey Corporation),
Detroit, Michigan (specialty chemicals) ("Diversey")
from April 1991 to April 1996. Previously, from
January 1990 to April 1991, he was a Senior Vice
President and the Chief Financial Officer of the
Company's then-wholly- owned subsidiary, DuBois
Chemicals, Inc. ("DuBois").
SANDRA E. LANEY Ms. Laney is Senior Vice President and the Chief
Director since 1986 Administrative Officer of the Company and has held
Age: 56 these positions since November 1993 and May 1991,
respectively. She is a director of Omnicare.
2
<PAGE> 5
SPENCER S. LEE Mr. Lee is Chairman and Chief Executive Officer of
Director since May 1999 Roto-Rooter Inc., a wholly owned subsidiary of the
Age:44 Company ("Roto-Rooter"), and has held this position
since January 1999. Previously, he served as a Senior
Vice President of Roto-Rooter Services Company from
May 1997 to January 1999. From February 1985 to May
1997, he served as Vice President of Roto-Rooter
Services Company.
JOHN M. MOUNT Mr. Mount is a Vice President of the Company and has
Director from May 1986 held this position since November 1997. He is also
to April 1991 and President and Chief Executive Officer of Service
since February 1994 America and has held these positions since October
Age: 58 1997. Previously, he was a Principal of Lynch-Mount
Associates, Cincinnati, Ohio (management consulting),
from November 1993 to October 1997. From April 1991
to November 1993, Mr. Mount was Senior Vice President
of Diversey and President of Diversey's DuBois
Industrial division. Previously, from May 1989 to
April 1991, Mr. Mount was an Executive Vice President
of the Company and President of DuBois. He held the
latter position from September 1986 to April 1991.
TIMOTHY S. O'TOOLE Mr. O'Toole is an Executive Vice President and the
Director since Treasurer of the Company and has held these positions
August 1991 since May 1992. He is also the Chairman and Chief
Age: 44 Executive Officer of Patient Care, Inc., a wholly
owned subsidiary of the Company. He is a director of
Vitas Healthcare Corporation.
DONALD E. SAUNDERS Mr. Saunders is President of DuBois, a division of
Director from May 1981 DiverseyLever, Inc., and has held this position since
to May 1982, May 1983 November 1993. From April 1991 to October 1993, he
to May 1987 and was Executive Vice President of Diversey and from
since May 1998 January 1991 to March 1991, he was Executive Vice
Age: 56 President of DuBois.
PAUL C. VOET Mr. Voet is an Executive Vice President of the
Director since 1980 Company and has held this position since May 1991.
Age: 53 From January 1992 to September 1997, he also served
as President and Chief Executive Officer of the
Company's then majority-owned subsidiary, National
Sanitary Supply Company.
GEORGE J. WALSH III Mr. Walsh is a co-managing partner with the law firm
Director since of Gould & Wilkie, L.L.P. of partner, New York, New
November 1995 York, and has held this position since January 1979.
Age: 54
DIRECTORS EMERITI
In May 1983, the Board of Directors adopted a policy of conferring the
honorary designation of Director Emeritus upon former directors who have made
valuable contributions to the Company and whose continued advice is believed to
be of value to the Board of Directors. Under this policy, each Director Emeritus
is furnished with a copy of all agendas and other materials furnished to members
of the Board of Directors generally and is invited to attend all meetings of the
Board; however, a Director Emeritus is not entitled to vote on any matters
presented to the Board. In 1994, Neal Gilliatt, who served as a director of the
Company from 1970 to 1994, was designated a Director Emeritus. A Director
Emeritus is paid an annual fee of $6,262, and for each meeting attended, a
Director Emeritus is paid $220.
3
<PAGE> 6
It is anticipated that at the annual meeting of the Board of Directors, Mr.
Gilliatt will again be designated as a Director Emeritus.
COMPENSATION OF DIRECTORS
Throughout 1999, each member of the Board of Directors who was not a regular
employee of the Company was paid an annual fee of $12,700 and a fee of $2,100
for each meeting attended. Each member of the Audit Committee of the Board
(other than its chairman) was paid an additional annual fee of $1,600, and each
member of the Compensation/Incentive Committee of the Board (other than its
chairman) was paid an additional annual fee of $3,200. A Committee member was
paid $800 for each meeting of a Committee he attended unless the Committee met
on the same day as the Board of Directors met, in which event, the Committee
member was paid $400 for his attendance at the Committee meeting.
The chairman of each Committee of the Board of Directors was paid an annual
fee in addition to the attendance fees referred to above. The chairman of the
Audit Committee was paid at the rate of $5,350 per annum, and the chairman of
the Compensation/Incentive Committee was paid at the rate of $5,136 per annum.
In addition, each member of the Board of Directors and of a Committee was
reimbursed for his reasonable travel expenses incurred in connection with such
meetings.
In addition, in May 1999 each member of the Board of Directors (other than
those serving on the Compensation/Incentive Committee), was granted an
unrestricted stock award covering 100 shares of Capital Stock under the
Company's 1993 Stock Incentive Plan. Those directors who are members of the
Compensation/Incentive Committee were paid the cash equivalent of the 100-share
stock award or $3,263.
The Company has a deferred compensation plan for nonemployee directors under
which certain directors who are not regular employees of the Company or of a
wholly owned subsidiary of the Company participate. Under the plan, which is not
a tax-qualified plan, an account is established for each participant to which
amounts are credited quarterly at the rate of $4,000 per annum. Amounts credited
to these accounts are used to purchase shares of Capital Stock, and all
dividends received on such shares are reinvested in such Capital Stock. Each
participant is entitled to receive the balance in his account within 90 days
following the date he ceases to serve as a director.
COMMITTEES AND MEETINGS OF THE BOARD
The Company has the following Committees of the Board of Directors: Audit
Committee and Compensation/ Incentive Committee. It does not have a nominating
committee of the Board of Directors.
The Audit Committee (a) recommends to the Board of Directors a firm of
independent accountants to audit the Company and its consolidated subsidiaries,
(b) reviews and reports to the Board of Directors on the Company's annual
financial statements and the independent accountants' report on such financial
statements and (c) meets with the Company's senior financial officers, internal
auditors and independent accountants to review audit plans and work and other
matters regarding the Company's accounting, financial reporting and internal
control systems. The Audit Committee consists of Messrs. Erhart, Grace and
Saunders. The Audit Committee met on two occasions during 1999.
The Compensation/Incentive Committee makes recommendations to the Board of
Directors concerning (a) salary and incentive compensation payable to officers
and certain other key employees of the Company, (b) establishment of incentive
compensation plans and programs generally, (c) adoption and administration of
certain employee benefit plans and programs and (d) additional year-end
contributions by the Company under the Chemed/Roto-Rooter Savings and Retirement
Plan ("Retirement Plan"). In addition, the Compensation/Incentive Committee
administers the Company's (a) eight Stock Incentive Plans, 1999 Long-Term
Employee Incentive Plan and its 1983 Incentive Stock Option Plan and (b) grants
of stock options and stock awards to key employees of the Company. The
Compensation/Incentive Committee consists of Messrs. Erhart, Grace and Walsh.
The Compensation/Incentive Committee met on four occasions during 1999.
4
<PAGE> 7
During 1999 there were six meetings of the Board of Directors, and each
director attended at least 75 percent of the aggregate of (a) the total number
of meetings held by the Board of Directors and (b) the total number of meetings
held by all Committees of the Board of Directors on which he served that were
held during the period for which he was a director or member of any such
Committee.
EXECUTIVE COMPENSATION
REPORT OF THE COMPENSATION/INCENTIVE COMMITTEE ON EXECUTIVE COMPENSATION
The Company believes that executive compensation must align executive
officers' interests with those of the Company's stockholders and that such
interests are served by having compensation directly and materially linked to
financial and operating performance criteria which, when successfully achieved,
will enhance stockholder value.
The Company attempts to achieve this objective with an executive compensation
package for its senior executives which combines base salary, annual cash
incentive compensation, and long-term incentive compensation in the form of
stock options and restricted stock awards along with various benefit plans,
including pension plans, savings plans and medical benefits generally available
to the employees of the Company.
The executive compensation program is administered by the
Compensation/Incentive Committee of the Board of Directors. The membership of
the Compensation/Incentive Committee is composed of three outside directors
(i.e., nonemployees of the Company). The Compensation/Incentive Committee is
responsible for the review, approval and recommendation to the Board of
Directors of matters concerning base salary and annual cash incentive
compensation for key executives of the Company. The recommendations of the
Compensation/Incentive Committee on such matters must be approved by the full
Board of Directors. The Compensation/Incentive Committee also administers the
Company's stock incentive plans under which it reviews and approves grants of
stock options and restricted stock awards.
The Compensation/Incentive Committee may use its discretion to set executive
compensation where, in its judgment, external, internal or individual
circumstances warrant.
Following is a discussion of the components of the executive officer
compensation program.
In determining base salary levels for the Company's executive officers, the
Compensation/Incentive Committee takes into account the magnitude of
responsibility of the position, individual experience and performance and
specific issues particular to the Company. In general, base salaries are set at
levels believed by this Compensation/Incentive Committee to be sufficient to
attract and retain qualified executives when considered along with the other
components of the Company's compensation structure.
The Compensation/Incentive Committee believes that a significant portion of
total cash compensation should be linked to annual performance criteria.
Consequently, the purpose of annual incentive compensation for senior executives
and key managers is to provide a direct financial incentive in the form of an
annual cash bonus to those executives who achieve their business units' and the
Company's annual goals. Operational and financial goals are established at the
beginning of each fiscal year and generally take into account such measures of
performance as sales and earnings growth, profitability, cash flow and return on
investment. Other nonfinancial measures of performance relate to organizational
development, product or service expansion and strategic positioning of the
Company's assets.
Individual performance is also taken into account in determining individual
bonuses. It is the Company's belief that bonuses as a percentage of a senior
executive's salary should be sufficiently high to provide a major incentive for
achieving annual performance targets. Bonuses for senior executives of the
Company generally range from 25 percent to 100 percent of base salary.
The stock option and restricted stock program forms the basis of the
Company's incentive plans for executive officers and key managers. The objective
of these plans is to align executive and long-term-stockholder interests by
creating a strong and direct link between executive pay and stockholder return.
5
<PAGE> 8
Stock options and restricted stock awards are granted annually and are
generally regarded as the primary incentive for long-term performance as they
are granted at fair market value and have vesting restrictions ranging from
three- to seven-year periods. The Committee considers each grantee's current
option and award holdings in making grants. Both the amounts of restricted stock
awards and proportion of stock options increase as a function of higher salary
and position of responsibility within the Company.
The Compensation/Incentive Committee has considered, and is continuing to
review, the qualifying compensation regulations issued by the Internal Revenue
Service in December 1993. Generally, the Committee structures compensation
arrangements to achieve deductibility under the tax regulations, except where
the benefit of such deductibility is outweighed by the need for flexibility or
the attainment of other corporate objectives.
The base salary of Mr. E. L. Hutton, Chairman and Chief Executive Officer of
the Company, for 1999 was $590,000, which was the same amount as his base amount
for 1998. His bonus in respect of 1999 services was $582,165. Mr. Hutton
received a grant of restricted stock awards in 1999, which anticipates no
additional grants in 2000 and 2001. These awards had a value of $2,137,125 and
are restricted over a seven-year period. He was also granted 55,000 stock
options. Factors considered in establishing the compensation levels in 1999 for
Mr. Hutton were the Company's increase in income from continuing operations,
excluding capital gains, of 34.4 percent and the Company's increase in earnings
per share, excluding capital gains, of 29.0 percent. The Compensation/Incentive
Committee believes that Mr. Hutton's base salary, cash bonus and restricted
stock awards and stock options granted to Mr. Hutton are consistent with his
performance as measured by these factors and the other criteria discussed above.
Compensation/Incentive Committee
-----------------------------------------------
Charles H. Erhart, Jr., Chairman
Patrick P. Grace
George J. Walsh III
6
<PAGE> 9
SUMMARY COMPENSATION TABLE
The following table shows the compensation paid to the Chief Executive
Officer and the four most highly compensated executive officers of the Company
for the past three years for all services rendered in all capacities to the
Company and its subsidiaries:
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
ANNUAL COMPENSATION COMPENSATION AWARDS
------------------------------- -------------------------------
SECURITIES
CHEMED UNDERLYING
NAME AND RESTRICTED CHEMED ALL OTHER
PRINCIPAL BONUS STOCK STOCK COMPENSATION
POSITION YEAR SALARY ($) ($) AWARDS ($)(1) OPTIONS (#) ($)
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
E. L. Hutton 1999 $590,000 $ 582,165 $2,137,125 55,000 $134,815 (2)
Chairman and 1998 590,000 582,165 208,500 23,000 174,499
CEO 1997 590,000 1,239,165 156,375 25,000 473,518
K. J. McNamara 1999 325,200 196,553 781,875 50,000 80,346 (3)
President 1998 325,200 196,579 33,000 14,000 98,766
1997 292,259 496,600 24,750 16,000 237,781
P. C. Voet 1999 306,000 36,782 208,500 2,000 75,368 (4)
Executive 1998 306,000 57,829 50,000 2,000 71,105
Vice President 1997 296,375 346,867 17,531 3,000 222,251
T. S. O'Toole 1999 202,500 74,573 443,063 42,000 50,623 (5)
Executive 1998 202,500 74,586 20,000 10,500 73,602
Vice President 1997 178,559 270,000 15,000 11,500 135,855
and Treasurer
S. E. Laney 1999 200,000 187,173 443,063 42,000 54,632 (6)
Senior Vice 1998 200,000 187,194 20,000 10,500 54,961
President 1997 179,041 374,211 15,000 11,500 177,811
and Chief
Administrative
Officer
</TABLE>
7
<PAGE> 10
SUMMARY COMPENSATION TABLE (CONTINUED)
(1) The number and value of the aggregate restricted shares of Capital Stock
held by the named executives at December 31, 1999 were as follows: E. L.
Hutton - 27,015 shares, $773,304; K. J. McNamara - 8,693 shares, $248,837;
P. C. Voet - 2,725 shares, $78,003; T. S. O'Toole - 6,147 shares, $175,958;
and S. E. Laney - 6,147 shares, $175,957. The stock awards granted with
respect to 1997 were unrestricted. The restricted shares with respect to
1998 vest in varying percentages over a three-year period. The restricted
shares with respect to 1999 reflect a one time grant for 1999, 2000 and 2001
and vest in varying percentages over a seven-year period. Recipients receive
dividends on the awarded shares and are entitled to vote them, whether or
not vested.
(2) Includes the following amounts: $127,858 allocated to Mr. Hutton's account
under the Company's Retirement Plan and Employee Stock Ownership Plans
("ESOP") with respect to 1999; a $3,744 premium payment for term life
insurance; and $3,213 in the form of an unrestricted stock award of 100
shares of Capital Stock.
(3) Includes the following amounts: $53,319 allocated to Mr. McNamara's account
under the Retirement Plan and ESOP with respect to 1999; a $4,167 premium
payment for term life insurance; $19,647, which is the value of premium
payments made by the Company for the benefit of Mr. McNamara under a split
dollar life insurance policy, which provides for the refund of premiums to
the Company upon termination of the policy ("Split Dollar Policy"); and
$3,213 in the form of an unrestricted stock award of 100 shares of Capital
Stock.
(4) Includes the following amounts: $52,740 allocated to Mr. Voet's account
under the Retirement Plan and ESOP with respect to 1999; a $4,543 premium
payment for term life insurance; $14,962, which is the value of premium
payments made by the Company for the benefit of Mr. Voet under a Split
Dollar Policy; and $3,213 in the form of an unrestricted stock award of 100
shares of Capital Stock.
(5) Includes the following amounts: $31,671 allocated to Mr. O'Toole's account
under the Retirement Plan and ESOP with respect to 1999; a $4,217 premium
payment for term life insurance; $11,522, which is the value of premium
payments made by the Company for the benefit of Mr. O'Toole under a Split
Dollar Policy; and $3,213 in the form of an unrestricted stock award of 100
shares of Capital Stock.
(6) Includes the following amounts: $33,838 allocated to Ms. Laney's account
under the Retirement Plan and ESOP with respect to 1999; a $4,167 premium
payment for term life insurance; $13,414, which is the value of premium
payments made by the Company for the benefit of Ms. Laney under a Split
Dollar Policy; and $3,213 in the form of an unrestricted stock award of 100
shares of Capital Stock.
8
<PAGE> 11
STOCK OPTIONS
The table below shows information concerning Chemed stock options granted in
1999 to the named executives in the Summary Compensation Table.
CHEMED STOCK OPTION GRANTS IN 1999
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE
VALUE
AT ASSUMED ANNUAL
RATES OF STOCK
PRICE APPRECIATION
INDIVIDUAL GRANTS FOR OPTION TERM
- --------------------------------------------------------------------------------------------- --------------------------------
% OF
NUMBER OF TOTAL
SECURITIES OPTIONS
UNDERLYING GRANTED
OPTIONS TO EXERCISE
GRANTED EMPLOYEES PRICE EXPIRATION
NAME (#)(1) IN 1999 ($/SHARE) DATE 5% ($) 10% ($)
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
E. L. Hutton 55,000 15.8% $32.19 5/17/09 $1,113,426 $2,821,641
K. J. McNamara 50,000 14.4 32.19 5/17/09 1,012,206 2,565,128
P. C. Voet 2,000 .6 32.19 5/17/09 40,488 102,605
T. S. O'Toole 42,000 12.1 32.19 5/17/09 850,253 2,154,708
S. E. Laney 42,000 12.1 32.19 5/17/09 850,253 2,154,708
</TABLE>
(1) These options, which were granted on May 17, 1999, provide for the purchase
price of option shares equal to the fair market value of Capital Stock on
that date; are transferable by will, by the laws of descent and
distribution, pursuant to a qualified domestic relations order or to certain
family members, if permitted under SEC Rule 16b-3 or any successor rule
thereto; and become exercisable in four equal annual installments beginning
on November 17, 1999.
The table below shows information concerning the year-end number and value of
unexercised Chemed stock options held by the executive officers named in the
Summary Compensation Table. No stock options were exercised during 1999.
NUMBER AND VALUE OF UNEXERCISED STOCK OPTIONS
<TABLE>
<CAPTION>
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS
OPTIONS AT 12/31/99 (#) AT 12/31/99 ($)
------------------------------ ------------------------------
NAME EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
E. L. Hutton 119,000 59,000 $-0- $-0-
K. J. McNamara 66,500 48,500 -0- -0-
P. C. Voet 8,750 3,250 -0- -0-
T. S. O'Toole 49,625 39,625 -0- -0-
S. E. Laney 64,375 39,625 -0- -0-
</TABLE>
9
<PAGE> 12
EMPLOYMENT AGREEMENTS
The Company has entered into employment agreements with Messrs. E. L. Hutton,
McNamara, Voet and O'Toole and Ms. Laney. Mr. Hutton's employment agreement
provides for his continued employment as Chairman and Chief Executive Officer of
the Company through May 3, 2001, subject to earlier termination under certain
circumstances, at a base salary of $590,000 per annum or such higher amount as
the Board of Directors may determine, as well as participation in incentive
compensation plans, stock incentive plans and other benefit plans. In the event
of termination without cause, the agreement provides that Mr. Hutton will
receive severance payments equal to 150 percent of his then-current base salary,
the amount of incentive compensation most recently paid or approved in respect
of the previous year, and the fair market value of all stock awards which have
vested during the 12 months prior to termination for the balance of the term of
the agreement. Messrs. McNamara, Voet and O'Toole and Ms. Laney have employment
agreements which provide for their continued employment as senior executives of
the Company through May 3, 2004, May 3, 2002, May 3, 2004 and May 3, 2004,
respectively, and are identical in all material respects to that of Mr. Hutton,
except their respective agreements provide for a base salary of $325,200,
$306,000, $202,500, and $200,000 per annum or such higher amounts as the Board
of Directors may determine. In addition, each agreement for Messrs. Hutton,
McNamara and Voet and Ms. Laney provides for the officer's nomination as a
director of the Company. On November 9, 1998, Mr. Voet filed a lawsuit against
the Company in Court of Common Pleas, Hamilton County, Ohio, in connection with
the Company's sale of its majority-owned subsidiary, National Sanitary Supply
Company, alleging that the Company breached his employment agreement due to a
material reduction in his title, authority or responsibility. Mr. Voet is
seeking a money judgment in the principal amount in excess of $6 million. The
Company disputes these claims and believes that the disposition of this matter
will not have a material effect on the financial position of the Company.
EXECUTIVE STOCK OWNERSHIP PLAN
Pursuant to the Company's Executive Stock Ownership Plan, Messrs. E. L.
Hutton, Arquilla, Devlin, T. C. Hutton, Lee, Mount and O'Toole and Ms. Laney,
respectively, borrowed $540,009, $99,986, $184,002, $184,002, $183,997,
$183,997, $360,000 and $200,000 from the Company in order to purchase shares of
the Capital Stock in the open market in November and December 1999. The
following number of shares was purchased for the accounts of these officers:
E. L. Hutton, 19,771 shares; Arquilla, 3,375 shares; Devlin, 6,874 shares; T. C.
Hutton, 6,873 shares; Mount, 6,873 shares; O'Toole, 13,498 shares; and Laney,
7,353 shares. These loans are secured by demand notes with the Company and have
an annual interest rate of 5.88 percent, which was the short-term semi-annual
Applicable Federal Rate as published by the Internal Revenue Service.
COMPARATIVE STOCK PERFORMANCE
The graph below compares the yearly percentage change in the Company's
cumulative total stockholder return on Capital Stock (as measured by dividing
(i) the sum of (A) the cumulative amount of dividends for the period December
31, 1994 to December 31, 1999, assuming dividend reinvestment, and (B) the
difference between the Company's share price at December 31, 1994 and December
31, 1999; by (ii) the share price at December 31, 1994) with the cumulative
total return, assuming reinvestment of dividends, of the (1) S & P 500 Stock
Index and (2) Dow Jones Industrial Diversified Index.
10
<PAGE> 13
CHEMED CORPORATION
CUMULATIVE TOTAL STOCKHOLDER RETURN FOR
FIVE-YEAR PERIOD ENDING DECEMBER 31, 1999
[LINE GRAPH]
<TABLE>
<CAPTION>
DECEMBER 31 . . . 1994 1995 1996 1997 1998 1999
<S> <C> <C> <C> <C> <C> <C>
Chemed Corporation 100.00 123.54 122.51 146.99 126.31 115.94
S&P 500 100.00 137.58 169.17 225.60 290.08 351.12
Dow Jones Industrial Diversified 100.00 130.95 169.43 222.09 255.49 277.63
</TABLE>
11
<PAGE> 14
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information as of December 31, 1999 with
respect to the only person who is known to be the beneficial owner of more than
5 percent of Capital Stock:
<TABLE>
<CAPTION>
NAME AND ADDRESS AMOUNT AND NATURE OF PERCENT OF
OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP CLASS
- --------------------------------------------------------------------------------
<S> <C> <C>
The Fifth Third Bank 797,249 shares; Trustee of the Company's 7.7%
Fifth Third Center Retirement Plan, Employee Stock
Cincinnati, Ohio Ownership Plans and Excess Benefit Plan (1)
</TABLE>
(1) Shared voting power, 797,249 shares; shared dispositive power, 797,249
shares.
The following table sets forth information as of December 31, 1999 with
respect to Capital Stock beneficially owned by all nominees and directors of the
Company, the executive officers named in the Summary Compensation Table and the
Company's directors and executive officers as a group:
<TABLE>
<CAPTION>
AMOUNT AND NATURE PERCENT OF
NAME OF BENEFICIAL OWNERSHIP (1) CLASS (2)
<S> <C> <C>
Edward L. Hutton 60,954 Direct
119,000 Option
7,400 Trustee
Rick L. Arquilla 11,627 Direct
14,250 Option
James H. Devlin 16,620 Direct
17,750 Option
Charles H. Erhart, Jr. 5,000 Direct
Joel F. Gemunder 3,384 Direct
5,000 Option
3,486 Trustee
Patrick P. Grace 300 Direct
Thomas C. Hutton 46,726 Direct
26,000 Option
7,900 Trustee (3)
Walter L. Krebs 4,180 Direct
Sandra E. Laney 38,040 Direct
64,375 Option
Trustee (3)
Spencer S. Lee 7,585 Direct
15,250 Option
Kevin J. McNamara 21,609 Direct
66,500 Option
Trustee (3)
</TABLE>
12
<PAGE> 15
<TABLE>
<CAPTION>
AMOUNT AND NATURE PERCENT OF
NAME OF BENEFICIAL OWNERSHIP (1) CLASS (2)
<S> <C> <C>
John M. Mount 19,318 Direct
7,500 Option
600 Trustee
Timothy S. O'Toole 54,491 Direct
49,625 Option
Donald E. Saunders 1,350 Direct
Paul C. Voet 31,032 Direct
8,750 Option
Trustee (3)
George J. Walsh III 1,945 Direct
Directors and 346,128 Direct 3.3%
Executive Officers 431,000 Option 4.1%
as a Group 75,519 Trustee (4)
(17 persons)
</TABLE>
FOOTNOTES TO STOCK OWNERSHIP TABLE
(1) Includes securities beneficially owned (a) by the named persons or group
members, their spouses and their minor children (including shares of Capital
Stock allocated as of December 31, 1999, to the account of each named person
or member of the group under the Company's Retirement Plan and under the
Company's ESOP or, with respect to Mr. Gemunder, allocated to his account as
of December 31, 1999 under the Omnicare Employees Savings and Investment
Plan), (b) by trusts and custodianships for their benefit and (c) by trusts
and other entities as to which the named person or group has or shares the
power to direct voting or investment of securities. "Direct" refers to
securities in categories (a) and (b) and "Trustee" to securities in category
(c). Where securities would fall into both "Direct" and "Trustee"
classifications, they are included under "Trustee" only. "Option" refers to
shares which the named person or group has a right to acquire within 60 days
from December 31, 1999. For purposes of determining the Percent of Class,
all shares subject to stock options which were exercisable within 60 days
from December 31, 1999 were assumed to have been issued.
(2) Percent of Class under 1.0 percent is not shown.
(3) Messrs. T. Hutton, McNamara and Voet and Ms. Laney are trustees of the
Chemed Foundation which holds 63,173 shares of Capital Stock over which the
trustees share both voting and investment power. This number is included in
the total number of "Trustee" shares held by the Directors and Executive
Officers as a Group but is not reflected in the respective holdings of the
individual trustees.
(4) Shares over which more than one individual holds beneficial ownership have
been counted only once in calculating the aggregate number of shares owned
by Directors and Executive Officers as a Group.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Pursuant to Section 16(a) of the Securities Exchange Act of 1934 and the
regulations thereunder, the Company's executive officers and directors and
persons who own more than 10 percent of Capital Stock are required to file
reports with respect to their ownership and changes in ownership of Capital
Stock with the Securities and Exchange Commission ("SEC"). In addition, such
persons are required to forward copies of such reports to the Company. Based on
a review of the copies of such reports furnished to the Company and on the
written representation of such non-reporting persons that, with respect to 1999,
no reports on Form 5 were required to be filed with the SEC, the Company
believes that, during the period January 1, 1999 through December 31, 1999,
except for Mr. Krebs, who filed an amendment to his July Form 4 in October
stating that he had overstated his holdings by 500 shares, the Company's
executive officers and directors and greater-than-10-percent stockholders have
complied with all Section 16(a) reporting requirements.
13
<PAGE> 16
PROPOSAL TO AMEND THE COMPANY'S
CERTIFICATE OF INCORPORATION, AS AMENDED,
TO AUTHORIZE 700,000 SHARES OF A NEW
CLASS OF PREFERRED STOCK
Article IV of the Company's Certificate of Incorporation, as amended
(hereinafter "Certificate"), provides that the total number of shares of stock
which the Company shall have authority to issue is Fifteen Million, par value
one dollar. This Certificate does not currently authorize the issuance of
preferred stock.
The Board of Directors has adopted a resolution approving, and recommending
to the Company's stockholders for their approval, an amendment to the
Certificate, which would authorize the creation of 700,000 shares of Preferred
Stock. The purpose of authorizing the Preferred Stock is to enable the Company
to provide the participants in the Company's ESOP with the opportunity to
participate in an exchange offer comparable to the Company's recent exchange
offer to the stockholders for the Chemed Capital Trust Convertible Trust
Preferred Securities ("Trust Securities"). After announcing a change in its
dividend policy reducing future quarterly dividends from $.53 per share to $.10
per share, in December 1999, the Company offered existing stockholders the
opportunity to exchange their shares of Capital Stock for shares of the Trust
Securities, which have an annual distribution of $2.00 per security and which
are convertible into shares of Capital Stock at the rate of 0.73 of a share of
Capital Stock for each Trust Security. The participants in the ESOP were not
eligible for this exchange offer because the Trust Securities do not qualify as
"employer securities" under the provisions of the Internal Revenue Code. In
order to allow the ESOP participants the same opportunity to participate in such
an exchange offer, the Board of Directors proposes to issue a new class of
Preferred Stock, shares of which would have one vote per share; qualify as
"employer securities"; and have other provisions comparable to the Trust
Securities. If all the shares of Capital Stock held in the ESOP were exchanged
pursuant to such an exchange offer, approximately 700,000 shares of Preferred
Stock would be issued. Any remaining authorized shares of Preferred Stock which
were not issued pursuant to this exchange with the ESOP participants would be
cancelled.
If the proposed amendment to the Certificate is approved by the stockholders,
the terms of the shares of Preferred Stock will be fixed by the Board of
Directors at the time of its issuance, in accordance with Delaware law, with no
further authorization by stockholders. Besides establishing that each share of
Preferred Stock would have one vote per share, the Board of Directors would be
authorized to determine, among other things, the dividend rate and preferences,
the cumulative or non-cumulative nature of dividends, the redemption provisions,
the sinking fund provisions and the conversion rights, the amounts payable and
preferences in the event of the voluntary or involuntary liquidation of the
Company. While such authorization generally enables the board of directors of a
company to designate terms of such shares which can make more difficult or
discourage an attempt to obtain control of the company by means of a merger,
tender offer, proxy contest or other means, the Board of Directors of the
Company will only designate terms for this class of Preferred Stock which are
comparable to the terms of the Trust Securities and will only issue such shares
in exchange for shares of Capital Stock held by the ESOP participants. In no
circumstances would the Board of Directors designate terms for the shares of
Preferred Stock, or issue such shares in transactions for the purposes of aiding
management in defending against an unsolicited bid for control of the Company
without seeking further authorization by stockholders.
Since any exchange offer to the ESOP participants is dependent on the
then-existing market conditions, the terms of Preferred Stock issued pursuant to
such an exchange offer, other than the provision for one vote per share and
their general comparability to the December 1999 exchange offer, cannot be
stated or estimated at this time.
14
<PAGE> 17
In order to amend the Company's Certificate, the following resolution will be
presented at the Annual Meeting:
RESOLVED, THAT THE CERTIFICATE OF INCORPORATION, AS AMENDED, OF THE
CORPORATION BE FURTHER AMENDED BY STRIKING ARTICLE IV THEREOF IN ITS
ENTIRETY AND SUBSTITUTING IN LIEU THEREOF THE FOLLOWING NEW ARTICLE
IV:
"ARTICLE IV. THE TOTAL NUMBER OF SHARES OF STOCK WHICH THE
CORPORATION SHALL HAVE AUTHORITY TO ISSUE IS FIFTEEN MILLION SEVEN
HUNDRED THOUSAND (15,700,000), OF WHICH FIFTEEN MILLION (15,000,000)
SHARES SHALL BE CAPITAL STOCK WITH A PAR VALUE OF ONE DOLLAR ($1.00)
PER SHARE AMOUNTING IN THE AGGREGATE TO FIFTEEN MILLION DOLLARS
($15,000,000) AND SEVEN HUNDRED THOUSAND (700,000) SHARES SHALL BE
PREFERRED STOCK WITHOUT PAR VALUE.
"AUTHORITY IS HEREBY EXPRESSLY GRANTED TO AND VESTED IN THE BOARD OF
DIRECTORS TO ISSUE THE PREFERRED STOCK IN ONE CLASS, WITH EACH SHARE
OF PREFERRED STOCK HAVING ONE VOTE PER SHARE, AND, IN CONNECTION
WITH THE CREATION OF SUCH CLASS, TO FIX BY RESOLUTION OR RESOLUTIONS
PROVIDING FOR THE ISSUE OF SHARES THEREOF THE NUMBER OF SHARES TO BE
INCLUDED IN SUCH CLASS; THE DIVIDEND RATE; THE REDEMPTION PRICE OR
PRICES IF ANY; THE TERMS AND CONDITIONS OF THE REDEMPTION OF OR
PURCHASE OF THE SHARES OF SUCH CLASS; THE TERMS AND CONDITIONS ON
WHICH SUCH SHARES ARE CONVERTIBLE INTO CAPITAL STOCK OR ANY OTHER
SECURITIES, IF THEY ARE CONVERTIBLE; AND ANY AND ALL OTHER
DESIGNATIONS, PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL, OR
OTHER SPECIAL RIGHTS, AND QUALIFICATIONS, LIMITATIONS OR
RESTRICTIONS THEREOF, OF SUCH CLASS, TO THE FULL EXTENT NOW OR
HEREAFTER PERMITTED BY THE LAWS OF THE STATE OF DELAWARE."
The affirmative vote of the holders of a majority of the Company's shares
outstanding on the record date will be necessary for the adoption of the
foregoing resolution. Abstentions and broker nonvotes will have the effect of
votes against the resolution.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE AMENDMENT TO THE COMPANY'S
CERTIFICATE.
RATIFICATION OF SELECTION OF INDEPENDENT ACCOUNTANTS
The Board of Directors has selected the firm of PricewaterhouseCoopers LLP as
independent accountants for the Company and its consolidated subsidiaries for
the year 2000. This firm has acted as independent accountants for the Company
and its consolidated subsidiaries since 1970. Although the submission of this
matter to the stockholders is not required by law or by the By-Laws of the
Company, the selection of PricewaterhouseCoopers LLP will be submitted for
ratification at the Annual Meeting. The affirmative vote of a majority of the
shares represented at the meeting, with abstentions having the effect of
negative votes, will be necessary to ratify the selection of
PricewaterhouseCoopers LLP as independent accountants for the Company and its
consolidated subsidiaries for the year 2000. If the selection is not ratified at
the meeting, the Board of Directors will reconsider its selection of independent
accountants.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR RATIFICATION.
It is expected that a representative of PricewaterhouseCoopers LLP will be
present at the Company's Annual Meeting. Such representative shall have the
opportunity to make a statement if he so desires and shall be available to
respond to appropriate questions raised at the meeting.
15
<PAGE> 18
STOCKHOLDER PROPOSALS
Any proposals by stockholders intended to be included in the proxy materials
for presentation at the 2001 Annual Meeting of Stockholders must be in writing
and received by the Secretary of the Company no later than December 1, 2000. Any
proposals by stockholders intended to be presented at the 2001 Annual Meeting of
Stockholders outside of the Company's proxy solicitation process shall be
considered untimely if notice of such a proposal is not given to the Secretary
of the Company by February 15, 2001. In the case of untimely notice, persons
named in the proxies solicited by the Company for that meeting (or their
substitutes) will be allowed to use their discretionary voting authority when
the proposal is raised at the meeting without any discussion of the proposal in
the Company's proxy statement for that meeting.
OTHER MATTERS
As of the date of this Proxy Statement, the management has not been notified
of any stockholder proposals intended to be raised at the 2000 Annual Meeting
outside of the Company's proxy solicitation process nor does management know of
any other matters which will be presented for consideration at the Annual
Meeting. However, if any other stockholder proposals or other business should
come before the meeting, the persons named in the enclosed proxy (or their
substitutes) will have discretionary authority to take such action as shall be
in accordance with their best judgment.
EXPENSES OF SOLICITATION
The expense of soliciting proxies in the accompanying form will be borne by
the Company. The Company will request banks, brokers and other persons holding
shares beneficially owned by others to send proxy materials to the beneficial
owners and to secure their voting instructions, if any. The Company will
reimburse such persons or institutions for their expenses in so doing. In
addition to solicitation by mail, officers and regular employees of the Company
may, without extra remuneration, solicit proxies personally, by telephone or by
telegram from some stockholders if such proxies are not promptly received. The
Company has also retained D. F. King & Co., Inc., a proxy soliciting firm, to
assist in the solicitation of such proxies at a cost which is not expected to
exceed $7,500 plus reasonable expenses. This Proxy Statement and the
accompanying Notice of Meeting are sent by order of the Board of Directors.
Naomi C. Dallob
Secretary
March 30, 2000
16
<PAGE> 19
CHEMED
CHEMED CORPORATION
PLEASE DETACH HERE
- -------------------------------------------------------------------------------
CHEMED CORPORATION
2600 CHEMED CENTER
255 EAST FIFTH STREET
CINCINNATI, OHIO 45202 PROXY
- --------------------------------------------------------------------------------
This proxy is solicited by the Board of Directors for the Annual Meeting of
Stockholders, May 15, 2000.
The undersigned hereby appoints E. L. Hutton, K. J. McNamara and N. C. Dallob as
Proxies, each with the power to appoint a substitute, and hereby authorizes them
to represent and to vote, as designated on the reverse side, all the shares of
stock of Chemed Corporation held of record by the undersigned on March 17, 2000,
at the Annual Meeting of Stockholders to be held on May 15, 2000, or at any
adjournment thereof.
PLEASE MARK, SIGN, DATE AND RETURN
PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE.
(continued and to be signed on reverse side)
<PAGE> 20
-----------------------------
COMPANY #
CONTROL #
-----------------------------
CHEMED
CHEMED CORPORATION
There are two ways to vote your Proxy:
VOTE BY PHONE -- TOLL FREE -- 1-800-240-6326 -- QUICK *** EASY *** IMMEDIATE
- Use any touch-tone telephone to vote your proxy 24 hours a day, 7 days
a week, until 12:00, noon, Eastern Daylight Time, on May 12, 2000.
- You will be prompted to enter your 3-digit Company Number and your
7-digit Control Number which are located above.
- Follow the simple instructions.
Your telephone vote authorizes the Named Proxies to vote your shares in the same
manner as if you marked, signed and returned your proxy card.
VOTE BY MAIL
Mark, sign and date your proxy card and return it in the postage-paid envelope
provided or return it to Norwest Bank Minnesota, N.A., c/o Shareowner
Services(sm), P.O. Box 64873, St. Paul, MN 55164-0873.
If you vote by Phone, please do not mail your Proxy Card
| Please detach here |
- --------------------------------------------------------------------------------
(continued from other side)
<TABLE>
<CAPTION>
1. Election of Directors (mark only one box):
<S> <C> <C> <C> <C> <C>
01 Edward L. Hutton 05 Charles H. Erhart, Jr. 09 Walter L. Krebs 13 Timothy S. O'Toole 9 FOR all 9 WITHHOLD ALL
02 Kevin J. McNamara 06 Joel F. Gemunder 10 Sandra E. Laney 14 Donald E. Saunders nominees VOTING
03 Rick L. Arquilla 07 Patrick P. Grace 11 Spencer S. Lee 15 Paul C. Voet listed unless AUTHORITY for
04 James H. Devlin 08 Thomas C. Hutton 12 John M. Mount 16 George J. Walsh III indicated below. directors.
Instructions: To withhold authority to vote for any individual nominee(s),
write the number(s) of the nominee(s) in the box provided at the right.
-------------------------------------
-------------------------------------
2. Approving the amendment to Chemed Corporation's Certificate of Incorporation, [ ] For [ ] Against [ ] Abstain
as amended, authorizing the issuance of 700,000 shares of a new class of
preferred stock.
3. Ratifying the selection of independent accountants. [ ] For [ ] Against [ ] Abstain
4. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting.
IF NO CHOICE IS SPECIFIED, THIS PROXY WILL ABE VOTED FOR PROPOSALS (1), (2) AND
(3).
Address Change? Mark Box [ ] Indicate changes below:
Dated ______________________________, 2000
-------------------------------------
-------------------------------------
Signature(s) in Box NOTE: Please sign
as name appears. Joint owners should
each sign. When signed on behalf of a
corporation, partnership, estate,
trust or other stockholder, state how
you are authorized to sign.
</TABLE>
