SCHEDULE 14-A 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
( X ) Definitive Proxy Statement
( ) Definitive Additional Materials
( ) Soliciting Material Pursuant to 240.14a-11(c) or 240.14a-12
( ) Confidential, For Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
COLONIAL COMMERCIAL CORP.
(Name of Registrant as Specified In Its Charter)
James W. Stewart, Executive Vice President
(Name of Person(s) Filing Proxy Statement)
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:
...............................................................
<PAGE>
( ) 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>
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
JUNE 7, 2000
To the holders of Common Stock and Convertible Preferred Stock:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of
Colonial Commercial Corp. will be held at the Holiday Inn, Rockville Centre, New
York on June 7, 2000 at 10:30 A.M. local time, for the following purposes:
1. To elect five Common Stock directors to serve for the term set
forth in the accompanying proxy statement.
2. To elect four Preferred Stock directors to serve for the term set
forth in the accompanying proxy statement.
3. To consider and act upon a proposal to ratify the selection by the
Company's Board of Directors of KPMG LLP as the independent public
accountants of the Company for the fiscal year ending December 31, 2000.
4. To transact such other business as may properly come before the
meeting or any adjournments thereof.
Only holders of record of shares of Common Stock and Convertible
Preferred Stock at the close of business on April 21, 2000 are entitled to
notice of and to vote at the meeting. Only holders of shares of Common Stock
will be entitled to vote for the election of Common Stock directors and only
holders of Convertible Preferred Stock will be entitled to vote for the election
of Preferred Stock directors.
A proxy statement and proxy form are enclosed herewith. A copy of the
Company's Annual Report, including consolidated financial statements, has been
mailed to all shareholders with this Notice of Annual Meeting.
By Order of the Board of Directors,
Levittown, New York James W. Stewart
April 21, 2000 Secretary
- --------------------------------------------------------------------------------
IMPORTANT
- --------------------------------------------------------------------------------
You are cordially invited to attend the Annual Meeting. Whether or not you are
planning to attend, please sign, date and return the accompanying proxy as soon
as possible. A postage-paid, self-addressed envelope is enclosed for your
convenience.
<PAGE>
ANNUAL MEETING OF SHAREHOLDERS
To Be Held On June 7, 2000
Proxy Statement
This proxy statement is furnished in connection with the solicitation
of proxies, in the form enclosed herewith by the Board of Directors of Colonial
Commercial Corp., for use at the Annual Meeting of Shareholders to be held on
June 7, 2000 at the Holiday Inn, Rockville Centre, New York at 10:30 A.M., or
any adjournments thereof. This proxy statement and the enclosed form of proxy
have been mailed to shareholders on or about April 28, 2000.
All shares represented by a properly executed, unrevoked proxy
received in time for the meeting will be voted in accordance with the directions
specified thereon and, as to any other matter properly coming before the meeting
(none of which is presently known to the Board of Directors), in accordance with
the judgment of the persons designated as proxies. Each proxy given by a
shareholder may be revoked by him at any time prior to exercise by written
notice to the Secretary of the Company.
Only holders of Common Stock may vote with respect to the election of
Common Stock directors. Any proxy received from a holder of Common Stock on
which no direction is specified will be voted in favor of the nominees for
election as Common Stock directors listed in this proxy statement.
Only holders of Convertible Preferred Stock may vote with respect to
the election of Preferred Stock directors. Any proxy received from a holder of
Convertible Preferred Stock on which no direction is specified will be voted in
favor of the nominees for election as Preferred Stock directors listed in this
proxy statement.
Holders of Common Stock and Convertible Preferred Stock both may vote
on the ratification of the selection of KPMG LLP as the Company's independent
public accountants. Any proxy received from a holder of Common Stock and
Convertible Preferred Stock on which no direction is specified will be voted in
favor of the ratification of the selection of KPMG LLP as the Company's
independent public accountants.
The cost of solicitation of proxies will be borne by the Company.
Proxies will be solicited personally by the officers, directors or regular
employees of the Company, who will not be compensated for such services.
A copy of the Company's Annual Report, including consolidated
financial statements for the fiscal year ended December 31, 1999, has been
mailed with this proxy statement to each holder of shares of Common Stock and
Convertible Preferred Stock of record at the close of business on April 21,
2000, the record date fixed by the Board of Directors for the determination of
the shareholders entitled to notice of, and to vote at, the Annual Meeting.
<PAGE>
On such record date, the Company had 1,523,521outstanding shares of
Common Stock and 1,532,525 shares of Convertible Preferred Stock. Each share of
Common Stock is entitled to one vote for the election of Common stock directors,
and each share of Convertible Preferred Stock is entitled to one vote for the
election of Convertible Preferred Stock directors. Each share of Common Stock
and each share of Convertible Preferred Stock is entitled to one vote on the
ratification of the selection of KPMG LLP as the Company's independent public
accountants, and on any other matter which may be properly presented at the
meeting. The presence at the meeting in person or proxy, of the holders of
one-third of the outstanding shares of Common Stock and one-third of the
outstanding shares of Convertible Preferred Stock is necessary to constitute a
quorum.
The current members of the Company's Board of Directors, who have
indicated that they intend to vote in favor of all of the Company's proposals,
own 136,461 shares (9.0 %) of Common Stock and 189,161 shares (12.3 %) of
Convertible Preferred Stock. (See Security Ownership of Certain Beneficial
Owners and Management.)
Election of Directors
---------------------
The Company's Restated Certificate of Incorporation provides for the
Board of Directors to be composed of two classes. One class of four directors is
to be elected only by the holders of the Company's Convertible Preferred Stock
and the other class of five directors is to be elected only by the holders of
the Company's Common Stock. All directors will hold office for one year until
the Annual Meeting next following their election and until their respective
successors shall be elected and shall qualify.
Unless authority to vote for the proposed slate of directors or any
individual director is withheld, all shares represented by the accompanying
proxy received from a holder of Common Stock will be voted for the election of
Messrs. Gerald S. Deutsch, Bernard Korn, Paul Selden, Carl L. Sussman and James
W. Stewart and all shares represented by the accompanying proxy received from a
holder of Convertible Preferred Stock will be voted for the election of Messrs.
Jack Rose, Ronald Miller, William Koon and Donald K. MacNeill. The Company has
no reason to believe that any of the nominees will become unavailable to serve
as a director for any reason before the Annual Meeting. However, in the event
that any of them shall become unavailable, the persons designated as proxies
reserve the right to substitute another person of their choice when voting at
the Annual Meeting.
There are no family relationships among the directors, nominees or
executive officers nor any arrangement or understanding between any such
director or nominee and any other person pursuant to which any director or
nominee was selected as such.
The following table contains certain information with respect to each
nominee for election as a member of the Board. The information as to principal
occupation is in each instance based upon information furnished by each person.
The term of each director elected at the meeting will expire at the 2001 Annual
Meeting of Shareholders.
<PAGE>
Principal Year First Elected
Name Age Occupation As Director
- --------------------------------------------------------------------------------
Nominees for Election as
Common Stock Directors:
Gerald S. Deutsch 63 Certified Public 1988
Accountant and Attorney
Bernard Korn 75 Chairman of the Board, 1964
President and Chief Executive
Officer of the Company
Paul Selden 55 President of Atlantic 1997
Hardware and Supply
Corporation
Carl L. Sussman 75 Private Investor 1964
James W. Stewart 53 Executive Vice President, 1982
Treasurer and Secretary
of the Company
Nominees for Election
as Convertible Preferred
Stock Directors:
Jack Rose 81 Private Investor 1983
Ronald Miller 56 Partner, Miller 1983
& Hearn, Attorneys
William Koon 70 President, Lord's Enterprises, 1983
Grain Merchants
Donald K. MacNeill 78 Retired Corporate 1988
Executive
<PAGE>
Security Ownership of Certain Beneficial Owners and Management
--------------------------------------------------------------
The following table sets forth, as of April 21, 2000, information
with respect to equity ownership by directors of the Company, holders of over 5%
of a class of stock and of directors and officers of the Company as a group.
<TABLE>
<CAPTION>
Common Stock** Convertible Preferred Stock
-------------- ---------------------------
Amount and Amount and
Nature of Nature of
Name of Beneficial Beneficial Percent Beneficial Percent
Owner Ownership of Class Ownership* of Class
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Gerald S. Deutsch 15,000 (5) (8) (7) 1,141 (5) (7)
William Koon 23,082 (4) (8) 1.30% 11,259 (7)
Bernard Korn 137,561 (1) (8) 7.72% 119,694 7.81%
Donald K. MacNeill 20,500 (8) 1.15% -
Ronald H. Miller 12,000 (8) (7) 3,696 (3) (7)
Jack Rose 31,196 (8) 1.75% 53,371 3.48%
Paul Selden 50,365 (6) (8) 2.83% - -
James W. Stewart 49,000 (8) 2.75% - -
Carl L. Sussman 55,257 (2) (8) 3.10% - -
All directors and
Officers as a group 393,961 (8) 22.12% 189,161 12.34%
<FN>
* For the purposes of this table, "Beneficial Ownership" is defined as set forth
in rule 13d-3 under the Securities Exchange Act of 1934, as amended. Except as
set forth in the following notes, each person listed in the table has sole
voting and sole investment power with respect to the shares of Common Stock
listed in the table.
**The shares of Common Stock listed in the table do not reflect the conversion
of the Company's Convertible Preferred Stock. If all of such Convertible
Preferred Stock were to be converted, the percentage of ownership of Mr. Korn,
and all directors and officers as a group would be 7.76% and 17.60%,
respectively.
<PAGE>
(1) If Mr. Korn were to convert his Convertible Preferred Stock, his percentage
of ownership of Common Stock would be 13.53%.
(2) Includes 6,270 shares of Common Stock owned by Mr. Sussman's wife, of which
shares Mr. Sussman disclaims beneficial ownership.
(3) Includes 2,803 shares of Convertible Preferred Stock owned by Mr. Miller's
wife, of which shares Mr. Miller disclaims beneficial ownership.
(4) Includes 10,600 shares of Common Stock and 5,000 shares of Convertible
Preferred Stock owned by Mr. Koon's wife, of which shares Mr. Koon
disclaims beneficial ownership.
(5) Includes 2,000 shares of Common Stock and 1,141 shares of Convertible
Preferred Stock owned by Mr. Deutsch's wife, of which shares Mr. Deutsch
disclaims beneficial ownership.
(6) Includes 2,915 shares of Common Stock owned jointly by Mr. Selden and his
wife.
(7) Messrs. Deutsch, Miller and Koon each are the beneficial owners of less
than one percent of the Company's outstanding securities, excluding
securities held by, or for the account of, the Company or its subsidiaries,
plus securities deemed outstanding pursuant to Rule 13d-(3)-(d)(1) of the
Exchange Act. As a result, their respective percentages of ownership have
not been disclosed.
(8) Includes 87,000, 45,000, 45,000, 20,500 and 12,000 common shares subject to
options which are exercisable within 60 days held by Messrs. Korn, Stewart,
Selden, MacNeill and Deutsch, respectively, and 12,000 common shares,
subject to options, which are exercisable within 60 days held by each of
Messrs. Sussman, Koon, Rose and Miller and 257,500 common shares subject to
options, which are exercisable within 60 days held by all directors and
officers as a group.
</FN>
</TABLE>
Information Concerning Operation of the Board of Directors
During the year ended December 31, 1999, the Board of Directors had five
meetings. All of the directors were present at all of such meetings during the
period they served as directors.
Colonial Commercial Corp. has an Audit Committee, a Convertible Preferred Stock
Directors Nominating Committee and Common Stock Directors Nominating Committee.
The members of the Audit Committee are Messrs. Ronald Miller (Chairman), Jack
Rose, William Koon and Carl L. Sussman. This committee, which met once during
1999, is responsible for meeting with Colonial Commercial Corp.'s independent
accountants to review the scope of the annual audit of Colonial Commercial
Corp.'s books and records, reviewing the findings of the independent accountants
upon completion of the annual audit, and reporting to the Board of Directors
with respect to its meeting with the independent accountants.
<PAGE>
The members of the Convertible Preferred Stock Directors Nominating Committee
are Messrs. Jack Rose (Chairman), Ronald Miller and William Koon. This committee
met once during 1999 and is responsible for recommending to the Board of
Directors, the names of qualified persons to be nominated for election as
directors of Colonial Commercial Corp., who are to be elected by the holders of
the Convertible Preferred Stock. The members of the Common Stock Directors
Nominating Committee are Messrs. Korn, Sussman and Stewart. This committee met
once during 1999 and is responsible for recommending to the Board of Directors,
the names of qualified persons to be nominated for election as directors of
Colonial Commercial Corp., who are to be elected by the holders of the Common
Stock.
Executive Officers of the Company
- ---------------------------------
The names, ages and positions of the Company's executive officers are listed
below, along with a brief account of their business experience during the last
five years. Officers are appointed annually by the Board of Directors at its
first meeting following the Annual Meeting of Shareholders and from time to time
at the pleasure of the Board. There are no family relationships among these
officers, nor any arrangement or understanding between any such officers and any
other person pursuant to which any of such officers were selected as executive
officers.
<TABLE>
<CAPTION>
Name, Age and Position Business Experience During Past Five Years
- ----------------------------------------------------------------------------------------------
<S> <C>
Bernard Korn, 75 From prior to January 1993 to
Chairman of the Board, President, present, Chairman of the Board and President,
Chief Executive Officer Chief Executive Officer of the Company
James W. Stewart, 53 From prior to January 1993, Executive
Executive Vice President, Vice President, Treasurer and
Treasurer, Secretary Secretary of the Company
Paul Selden, 55 From prior to January 1993, President
President, Atlantic Hardware and of Atlantic Hardware and Supply Corporation
Supply Corporation
William Pagano, 61 From November 1997, President of
President, Universal Supply Group, Inc. Universal Supply Group, Inc. Prior to November
1997, self-employed attorney
Tom Porter, 36 From prior to October 1997, Director of Operations of
President, Well-Bilt Steel Products, Inc. Atlantic Hardware & Supply Corp. October 1997 to
September 1998, Vice Pres.-Director of Operations of Gym
Source. From September 1998 to April 1,2000, President and
owner of Management Consulting Services, Inc. From April 1,
2000, President of Well-Bilt Steel Products, Inc.
</TABLE>
<PAGE>
Executive Compensation
- ----------------------
The following table sets forth information about compensation paid or accrued by
the Company during the fiscal years ended December 31, 1999, 1998 and 1997 to
the Company's chief Executive Officer, James W. Stewart, Paul Selden and William
Pagano, the only officers of the Company and its subsidiaries whose compensation
exceeded $100,000.
<TABLE>
<CAPTION>
Summary Compensation Table
- --------------------------
Long Term
Annual Compensation Compensation
Stock
Name and Principal Position Year Salary($) Bonus ($) Options #
- -------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Bernard Korn
Chairman of the Board, 1999 250,000 - 25,000
President, Chief Executive 1998 250,000 - -
Officer and Director 1997 250,000 - -
James W. Stewart
Executive Vice President, 1999 150,000 25,000 25,000
Treasurer, Secretary 1998 150,000 - -
and Director 1997 150,000 - -
Paul Selden 1999 217,000 147,055 25,000
President, Atlantic Hardware 1998 200,000 132,401 10,000
and Supply Corporation 1997 200,000 78,933 10,000
William Pagano 1999 100,000 100,122 20,000
President, Universal Supply
Group, Inc.
</TABLE>
Aggregated Option Exercises in Last Fiscal Year
and Fiscal Year-End Option Values
- -------------------------------------------------------
The following table sets forth information concerning the value of unexercised
stock options at the end of the 1999 fiscal year for the persons named in the
Summary Compensation Table.
<TABLE>
<CAPTION>
Value of
Number of Unexercised
Unexercised In-The-Money
Shares Options at Options at
Acquired On Value Fiscal Year-End Fiscal Year-End
Exercise Realized Exercisable/ Exercisable/
(#) ($) Unexercisable Unexercisable
- -------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Bernard Korn 0 0 87,000/0 $ 118,500/0
James W. Stewart 0 0 45,000/0 $ 36,750/0
Paul Selden 0 0 45,000/0 $ 21,250/0
William Pagano 0 0 0/20,000 $ 0/0
</TABLE>
<PAGE>
Mr. Korn is employed pursuant to an employment agreement (the "Agreement"),
expiring December 31, 2003 at an annual compensation of $250,000. In the event
of Mr. Korn's death, the Agreement provides for continued compensation payments
for a period of one year. In the event of Mr. Korn's disability, he will receive
compensation for the balance of the term of the agreement at the rate of
compensation then in effect. This agreement also provides for additional
incentive compensation based on a percentage of the increase in market
capitalization for the year 2000.
Mr. Stewart is employed pursuant to an employment agreement expiring December
31, 2004 at a compensation of $200,000 per annum for the years 2000 and 2001;
$225,000 per annum for the years 2002 and 2003 and $250,000 per annum for the
year 2004. Mr. Stewart's agreement also provides for annual incentive
compensation, based on increases in pre-tax income from a base period of the
year ended December 31, 1999.
Mr. Selden is employed pursuant to an employment agreement (the "Agreement")
expiring December 31, 2001 at a compensation of $215,000 annually. The agreement
also provides for additional incentive compensation based upon a percentage of
the earnings, as defined, of Atlantic Hardware and Supply Corporation.
Mr. Pagano is employed pursuant to an employment agreement expiring on December
31, 2005 at a compensation of $200,000 per annum. The agreement also provides
for an additional incentive compensation based on a percentage of earnings, as
defined, of Universal Supply Group, Inc.
The Company paid Mr. Deutsch an aggregate of $40,000 for fees for professional
services rendered to the Company and its subsidiaries during 1999.
Since January 2000, members of the Board of Directors, other than those employed
by the Company or its subsidiaries, receive a fee of $1,000 for each meeting of
the Board attended, limited to $4,000 per annum, in addition to an annual
retainer of $12,000. Prior to January 2000, the annual retainer was $8,000.
Ratification of Selection of Accountants
- ----------------------------------------
There will be presented to the meeting for ratification the selection by the
Company's Board of Directors of KPMG LLP, 1305 Walt Whitman Road, Suite 200,
Melville, New York 11747 as independent public accountants for the Company for
the fiscal year ending December 31, 2000. That firm has served the Company in
such capacity since the Company's inception in 1964. Representatives of KPMG LLP
will be present at the Annual Meeting and will be provided an opportunity to
make a statement if they desire to do so. Such representatives are also expected
to be available to respond to appropriate questions raised at the Annual
Meeting.
The affirmative vote of the holders of a majority of the shares of Common Stock
and Convertible Preferred Stock of the Company, voting together in person or by
proxy as one class, is required to ratify such selection.
Services rendered by KPMG LLP during the year ended December 31, 1999 related
mainly to the audit of the annual consolidated financial statements and
consultation in connection with the Company's filing of reports with the
Securities and Exchange Commission.
The Board of Directors recommends a vote FOR the ratification of the appointment
of KPMG LLP as the Company's independent public accountants for the fiscal year
ending December 31, 2000.
<PAGE>
Shareholders Proposals for 2001 Annual Meeting
- ----------------------------------------------
Any shareholder proposal intended to be presented at the Company's 2001 Annual
Meeting must be received by the Secretary of the Company, 3601 Hempstead
Turnpike, Suite 121-I, Levittown, New York 11756-1315, no later than January 5,
2001 in order to be considered for inclusion in the proxy statement and form of
proxy for such meeting.
Other Matters
- -------------
Management of the Company knows of no matters to be presented at the Annual
Meeting, other than the matters set forth in this proxy statement. However, if
any other matters properly come before the meeting, the persons designated as
proxies intend to vote such proxies in accordance with their best judgment.
By Order of the Board of Directors,
James W. Stewart
Levittown, New York Secretary
April 21, 2000
<PAGE>
COLONIAL COMMERCIAL CORP.
COMMON STOCK
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Bernard Korn, James W. Stewart and
Donald K. MacNeill, and each of them jointly and severally, proxies, with full
power of substitution and revocation, to vote on behalf of the undersigned all
shares of Common Stock of Colonial Commercial Corp. which the undersigned is
entitled to vote at the Annual Meeting of Shareholders to be held on June 7,
2000 or any adjournments thereof.
Please date, sign and mail your
proxy card back as soon as possible!
Annual Meeting of Shareholders
COLONIAL COMMERCIAL CORP.
COMMON STOCK
June 7, 2000
A /X/ Please mark your votes as in this example.
1. Election of Directors: Nominees for Common Stock Directors: Gerald S.
Deutsch, Bernard Korn, Paul Selden, James W. Stewart, Carl L. Sussman For,
except vote withheld from the following nominee(s):
---------------------------------------------
FOR WITHHELD
---- ----
---- ----
2. Proposal to ratify the selection of KPMG LLP as independent public
accountants of the Company for the fiscal year ending December 31, 2000:
FOR AGAINST ABSTAIN
---- ---- ----
---- ---- ----
3. In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the meeting.
THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED IN THE MANNER DIRECTED BY THE
UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR
THE ELECTION AS DIRECTORS OF MESSRS. DEUTSCH, KORN, SELDEN, STEWART AND SUSSMAN
AND THE RATIFICATION OF THE SELECTION OF KPMG LLP.
Please mark, date, sign and return this proxy in the enclosed envelope.
Signatures______________ Date__________Signatures _______________Date___________
Note: Please sign exactly as ownership appears on this proxy. When signing as
attorney, executor, administrator, trustee or guardian, please give full title
as such. If a corporation, please sign in full corporate name by President or
other authorized officer. If a partnership, please sign in partnership name by
authorized person.
<PAGE>
COLONIAL COMMERCIAL CORP.
CONVERTIBLE PREFERRED STOCK
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Bernard Korn, James W. Stewart and
Donald K. MacNeill, and each of them jointly and severally, proxies, with full
power of substitution and revocation, to vote on behalf of the undersigned all
shares of Convertible Preferred Stock of Colonial Commercial Corp. which the
undersigned is entitled to vote at the Annual Meeting of Shareholders to be held
on June 9, 1999 or any adjournments thereof.
Please date, sign and mail your
proxy card back as soon as possible!
Annual Meeting of Shareholders
COLONIAL COMMERCIAL CORP.
CONVERTIBLE PREFERRED STOCK
June 7, 2000
--
A /X/ Please mark your votes as in this example.
1. Election of Directors: Nominees for Preferred Stock Directors: William
Koon, Ronald Miller, Jack Rose, Donald K. MacNeill For, except vote
withheld from the following nominee(s):
---------------------------------------------
FOR WITHHELD
---- ----
---- ----
2. Proposal to ratify the selection of KPMG LLP as independent public
accountants of the Company for the fiscal year ending December 31, 2000:
FOR AGAINST ABSTAIN
---- ---- ----
---- ---- ----
3. In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the meeting.
THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED IN THE MANNER DIRECTED BY THE
UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR
THE ELECTION AS DIRECTORS OF MESSRS. WILLIAM KOON, RONALD MILLER, JACK ROSE,
DONALD K. MAC NEILL AND THE RATIFICATION OF THE SELECTION OF KPMG LLP.
Please mark, date, sign and return this proxy in the enclosed envelope.
Signatures______________ Date__________Signatures _______________Date___________
Note: Please sign exactly as ownership appears on this proxy. When signing as
attorney, executor, administrator, trustee or guardian, please give full title
as such. If a corporation, please sign in full corporate name by President or
other authorized officer. If a partnership, please sign in partnership name by
authorized person.
