ADAMS EXPRESS CO, DEF 14A, 2000-02-23

ADAMS EXPRESS CO
DEF 14A, 2000-02-23

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SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )

Filed by the Registrant (X)
Filed by a Party other than the Registrant ( )

Check the appropriate box:

( ) Preliminary Proxy Statement ( ) Confidential, for Use of the
Commission Only (as permitted
by Rule 14a-6(e)(2))
(X) Definitive Proxy Statement
( ) Definitive Additional Materials
( ) Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12

The Adams Express Company
(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if other than 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>

THE ADAMS EXPRESS COMPANY
SEVEN ST. PAUL STREET
BALTIMORE, MARYLAND 21202

----------------
NOTICE OF ANNUAL MEETING
February 14, 2000

To the Stockholders of

THE ADAMS EXPRESS COMPANY:

Notice is hereby given that the Annual Meeting of Stockholders of THE
ADAMS EXPRESS COMPANY, a Maryland corporation (the "Company"), will be held at
The Colony Palm Beach, 115 Hammon Avenue, Palm Beach, Florida, on Tuesday,
March 28, 2000, at 11:00 a.m., for the following purposes:

(a) to elect directors as identified in the Proxy Statement for the
ensuing year;

(b) to consider and vote upon the ratification of the selection of
PricewaterhouseCoopers LLP as the firm of independent accountants to audit
the books and accounts of the Company for or during the year ending
December 31, 2000;

(c) to consider and vote upon a proposed amendment to Article SIXTH of
the Articles of Incorporation to increase the number of authorized shares
of Common Stock of the Company from 75,000,000 shares to 150,000,000
shares; and

(d) acting upon a stockholder proposal recommending that the Board of
Directors consider causing the Company to conduct a self-tender offer; and

(e) to transact such other business as may properly come before the
meeting or any adjournment thereof.

Stockholders of record, as shown by the transfer books of the Company, at
the close of business on February 14, 2000, are entitled to notice of and to
vote at this meeting.

By order of the Board of Directors,

LAWRENCE L. HOOPER, JR.
Vice President, Secretary and General Counsel

Baltimore, MD

NOTE: STOCKHOLDERS WHO DO NOT EXPECT TO ATTEND THE MEETING ARE REQUESTED
TO FILL IN, SIGN, DATE AND RETURN THE ACCOMPANYING PROXY IN THE ENCLOSED
ENVELOPE WITHOUT DELAY.
<PAGE>

THE ADAMS EXPRESS COMPANY
SEVEN ST. PAUL STREET
BALTIMORE, MARYLAND 21202
-------------
PROXY STATEMENT
-------------

The Annual Meeting of Stockholders of The Adams Express Company, a
Maryland corporation (the "Company"), will be held Tuesday, March 28, 2000, for
the purposes set forth in the accompanying Notice of Annual Meeting. This
statement is furnished in connection with the solicitation by the Board of
Directors of proxies to be used at such meeting and at any and all adjournments
thereof and is first being sent to stockholders on or about February 23, 2000.

At the Annual Meeting, action is to be taken on (a) the election of a
Board of Directors; (b) the ratification of the selection of independent
accountants; (c) the approval of a proposed amendment to the Articles of
Incorporation increasing the authorized shares of Common Stock; (d) if
presented, the stockholder proposal recommending that the Board of Directors
consider causing the Company to conduct a self-tender offer; and (e) the
transaction of such other business as may properly come before the meeting.

Except for Proposals (a), (b), (c) and (d) referred to above, the proxies
confer discretionary authority on the persons named therein or their
substitutes with respect to any business that may properly come before the
meeting. Stockholders retain the right to revoke executed proxies at any time
before they are voted by written notice to the Company, by executing a later
dated proxy, or by appearing and voting at the meeting. All shares represented
at the meeting by proxies in the accompanying form will be voted, provided that
such proxies are properly signed. In cases where a choice is indicated, the
shares represented will be voted in accordance with the specifications so made.
In cases where no specifications are made, the shares represented will be voted
for the election of directors, for Proposals (b) and (c) referred to above, and
against Proposal (d) referred to above. Under Maryland law, there are no
appraisal or other dissenter rights with respect to any matter to be voted on
at the Annual Meeting that is described herein.

The Company will pay all costs of soliciting proxies in the accompanying
form. See "Other Matters" below. Solicitation will be made by mail, and
officers, regular employees, and agents of the Company may also solicit proxies
by telephone or personal interview. The Company expects to request brokers and
nominees who hold stock in their names to furnish this proxy material to their
customers and to solicit proxies from them, and will reimburse such brokers and
nominees for their out-of-pocket and reasonable clerical expenses in connection
therewith.

SHARES OUTSTANDING AND ENTITLED TO BE VOTED AT MEETING

Only stockholders of record at the close of business February 14, 2000,
may vote at the Annual Meeting. The total number of shares of Common Stock of
the Company outstanding and entitled to be voted on the record date was
53,452,627. Each share is entitled to one vote. The Company has no other class
of security outstanding. For Proposal (a), referred to above, directors shall
be elected by a plurality of the votes cast at the meeting. Proposal (b)
referred to above requires the affirmative vote of a majority of the votes cast
at the meeting. Proposal (c) referred to above requires the affirmative vote of
a majority of all the shares entitled to be cast at the meeting. Proposal (d)
referred to above requires the

1
<PAGE>

affirmative vote of a majority of the votes cast at this meeting. Unless
otherwise required by the Company's Articles of Incorporation or By-laws, or by
applicable Maryland law, any other matter properly presented for a vote at the
meeting will require the affirmative vote of a majority of the votes cast at
this meeting. Proxies received by the Company that are marked "withhold
authority" or abstain, or that constitute a broker non-vote, are counted as
present for purposes of determining a quorum at the meeting. Broker non-votes
are shares held in the name of a broker or nominee for which the broker or
nominee indicates that instructions have not been received from the beneficial
owner or person entitled to vote and the broker or nominee does not have
discretionary voting power. Proxies marked "withhold authority", abstentions
and broker non-votes do not count as votes cast with respect to any proposal.
With respect to a proposal requiring the affirmative vote of a majority of the
Company's outstanding Common Stock, the effect of proxies marked "withhold
authority", abstentions and broker non-votes is the same as a vote against the
proposal. Otherwise, proxies marked "withhold authority", abstentions and
broker non-votes have no effect on the outcome of a proposal.

As of December 31, 1999, the Company knows of no person or group of
persons that owns beneficially more than 5 percent of the outstanding Common
Stock of the Company, except as set forth immediately below. According to a
Schedule 13G filed with the Securities and Exchange Commission on January 31,
2000, Erik E. Bergstrom and related persons, directly and indirectly, own
3,524,040 shares of Common Stock of the Company, which represents 6.5% of the
Company's outstanding Common Stock. Mr. Bergstrom disclaimed beneficial
ownership of certain of these shares. Mr. Bergstrom's address is P.O. Box 126,
Palo Alto, CA 94302.

(a) NOMINEES FOR ELECTION AS DIRECTORS

Unless contrary instructions are given by the stockholder signing a proxy,
it is intended that each proxy in the accompanying form will be voted at the
Annual Meeting for the election of the following nominees to the Board of
Directors for the ensuing year, all of whom have consented to serve if elected:

<TABLE>
<S> <C> <C>
Enrique R. Arzac W. D. MacCallan Landon Peters
Daniel E. Emerson W. Perry Neff John J. Roberts
Thomas H. Lenagh Douglas G. Ober+ Susan C. Schwab
Robert J. M. Wilson
</TABLE>

If for any reason one or more of the nominees above named shall become
unable or unwilling to serve (which is not now expected) when the election
occurs, proxies in the accompanying form will, in the absence of contrary
instructions, be voted for the election of the other nominees above named and
may be voted for substitute nominees in the discretion of the persons named as
proxies in the accompanying form. The directors elected will serve until the
next annual meeting or until their successors are elected, except as otherwise
provided in the By-laws of the Company.

- ----------
+ Mr. Ober is an "interested person," as defined by the Investment Company Act
of 1940, because he is an officer of the Company.

2
<PAGE>

INFORMATION AS TO NOMINEES FOR ELECTION AS DIRECTORS (AS OF DECEMBER 31, 19991)

Set forth below with respect to each nominee for director are his or her
name and age, any positions held with the Company, other principal occupations
during the past five years, other directorships and business affiliations, the
year in which he or she first became a director and the number of shares of
Common Stock of the Company beneficially owned by him or her. Also set forth
below is the number of shares of Common Stock beneficially owned by all the
directors and officers of the Company as a group.

<TABLE>
<CAPTION>
SHARES OF
COMMON
HAS STOCK
BEEN A BENEFICIALLY
NAME, AGE, POSITIONS WITH THE COMPANY, OTHER DIRECTOR OWNED
PRINCIPAL OCCUPATIONS AND OTHER AFFILIATIONS SINCE (A)(B)(C)(D)
- ----------------------------------------------------------------------------------------- ---------- ---------------
<S> <C> <C>
Enrique R. Arzac, 58, Professor of Finance and Economics, formerly Vice Dean of 1983 5,214
Academic Affairs of the Graduate School of Business, Columbia University. Director
of Petroleum & Resources Corporation*, BEA Income Fund, Inc., BEA Strategic
Income Fund, Inc., Brazilian Equity Fund, Chile Fund, Emerging Markets
Infrastructure Fund, Emerging Markets Telecommunications Fund, First Israel Fund,
Latin America Equity Fund, Latin America Investment Fund and Portugal Fund
(investment companies).
Daniel E. Emerson, 75, Retired Executive Vice President of NYNEX Corporation, retired 1982 9,019
Chairman of the Board of both NYNEX Information Resources Co. and NYNEX
Mobile Communications Co. Previously, Executive Vice President and Director of
New York Telephone Company. Presently, Chairman, The National YMCA Fund,
Inc., Director of Petroleum & Resources Corporation and Clifford of Vermont (cable
and wire distribution).
Thomas H. Lenagh, 81, Financial Advisor, formerly Chairman of the Board and Chief 1968 1,551
Executive Officer of Greiner Engineering Inc. (formerly Systems Planning Corp.)
(consultants), formerly financial vice president, Aspen Institute (research), and
financial advisor and prior thereto Treasurer of the Ford Foundation (charitable
foundation). Director of Gintel Fund, Clemente Strategic Fund, and Petroleum &
Resources Corporation (investment companies). Director of ICN Pharmaceuticals,
Inc., ASD Group (electronic contract manufacturing), and Inrad Corp. (crystals).
W. D. MacCallan, 72, Retired Chairman of the Board and Chief Executive Officer of the 1971 98,280
Company. Director, former Chairman of the Board and Chief Executive Officer of
Petroleum & Resources Corporation. Formerly, consultant to the Company and
Petroleum & Resources Corporation. Previously, Director of the Hanover Funds, Inc.
and the Hanover Investment Funds, Inc. (investment companies). Presently,
Trustee, Vista Family of Mutual Funds (fifty funds).
W. Perry Neff, 72, Private Financial Consultant, Retired Executive Vice President of 1987 3,871
Chemical Bank. Director of Petroleum & Resources Corporation. Previously,
Chairman of the Board and Director of both the Hanover Funds, Inc. and the
Hanover Investment Funds, Inc. (investment companies) and a Director of Van
Deventer & Hoch (investment company). Presently, Trustee, Vista Family of Mutual
Funds (fifty funds).
**Douglas G. Ober, 53, Chairman of the Board and Chief Executive Officer since April 1, 1989 66,577(e)
1991 of the Company. Chairman of the Board, Chief Executive Officer and Director
of Petroleum & Resources Corporation.
</TABLE>

- ----------
* Non-controlled affiliate of the Company.
** Mr. Ober is an "interested person," as defined by the Investment Company Act
of 1940, because he is an officer of the Company.
1 The information for Dr. Susan C. Schwab is as of January 13, 2000.

3
<PAGE>

- ----------
+ Dr. Schwab was elected by the Board of Directors to serve as a director on
January 13, 2000, to fill the vacancy created when Mr. Allan Comrie
resigned as a director.

(a) To the Company's knowledge, other than shares referred to in footnote (c)
below, each director and officer had sole investment and sole voting power
with respect to the shares shown opposite his or her name, except (i) Mr.
Lenagh, who has only investment power, and (ii) 1,437 shares shown for Mr.
Peters, which were beneficially owned by his wife, and as to which he had
shared investment power but no voting power and disclaims beneficial
ownership.

(b) Of the amount shown as beneficially owned by the directors and executive
officers as a group, 132,976 shares were held by the Trustee under the
Employee Thrift Plan of the Company.

(c) The amounts shown include shares subject to option under the Company's
Stock Option Plan (see "Stock Option Plan" below) by Mr. Ober (46,104
shares) and directors and executive officers as a group (198,932 shares).
Mr. Ober and the officers with shares subject to option all disclaim
beneficial ownership of those shares.

(d) Calculated on the basis of 53,894,827 shares outstanding on December 31,
1999, each director owned less than 1.0% of the Common Stock outstanding.
The directors and executive officers as a group owned 0.9% of the Common
Stock outstanding.

(e) Of the amount shown, 20,420 shares beneficially owned by Mr. Ober were held
by the Trustee under the Employee Thrift Plan of the Company.

4
<PAGE>

The nominees for election as directors of the Company identified above are
also the nominees for election to the Board of Directors of Petroleum &
Resources Corporation ("Petroleum"), the Company's non-controlled affiliate, of
which the Company owned 1,210,085 shares or approximately 8.5% of the
outstanding Common Stock on December 31, 1999.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Each director and officer of the Company who is subject to Section 16 of
the Securities Exchange Act of 1934 is required to report to the Securities and
Exchange Commission by a specified date his or her beneficial ownership of or
transactions in the Company's securities. Based upon a review of filings with
the Securities and Exchange Commission and written representation that no other
reports are required, the Company has no reason to believe that any such
directors and officers have not filed all requisite reports with the Securities
and Exchange Commission on a timely basis during 1999, with the exception that
Mr. Hooper reported late an intraplan transfer involving the Company's stock in
connection with a loan from the Company's Thrift Plan, which transfer was an
exempt transaction under Rule 16b-3 and has since been reported.

INFORMATION AS TO OTHER EXECUTIVE OFFICERS

Set forth below are the names, ages and positions with the Company of all
executive officers of the Company other than those who also serve as directors.
Executive officers serve as such until the election of their successors.

Ms. Maureen A. Jones, 52, has served as Vice President since January 1,
1998, and as Treasurer since January 1, 1993.

Mr. Richard F. Koloski, 55, has served as Executive Vice President since
January 1, 1986.

Mr. Joseph M. Truta, 55, has served as President since April 1, 1986.

Mr. Lawrence L. Hooper, Jr., 47, has served as Vice President since March
30, 1999, and as Secretary and General Counsel since April 1, 1997. Prior
thereto, he was a partner in Tydings & Rosenberg L.L.P., a Baltimore, Maryland
law firm.

5
<PAGE>

<TABLE>
<CAPTION>
SHARES OF
COMMON
STOCK
BENEFICIALLY
SECURITY OWNERSHIP OF MANAGEMENT OF THE COMPANY (a) OWNED
NAME (b) (c) (d) (e)
- ----------------------------------------------------- ----------------
<S> <C>
Maureen A. Jones .......................... 12,651
Richard F. Koloski ........................ 86,123
Joseph M. Truta ........................... 158,887
Lawrence L. Hooper, Jr. ................... 8,956
</TABLE>

- ----------
(a) As of December 31, 1999. Share ownership of directors and executive
officers as a group is shown in the table beginning on page 2 and
footnotes thereto.

(b) To the Company's knowledge, each officer had sole investment and voting
power with respect to the shares shown opposite his or her name above
other than shares referred to in footnote (d) below.

(c) Of the amounts shown, the following shares beneficially owned by the
respective officer were held by the Trustee under the Employee Thrift Plan
of the Company: Ms. Jones (4,950 shares), Mr. Koloski (25,661 shares), Mr.
Truta (78,043 shares), and Mr. Hooper (3,902 shares).

(d) The amounts shown include shares subject to option under the Company's
Stock Option Plan (see "Stock Option Plan" below), by Ms. Jones (7,701
shares), Mr. Koloski (60,462 shares), Mr. Truta (79,621 shares), and Mr.
Hooper (5,044 shares).

(e) Calculated on the basis of 53,894,827 shares of Common Stock outstanding on
December 31, 1999, each of the officers listed above owned less than 1.0%
of the Common Stock outstanding.

BOARD MEETINGS AND COMMITTEES OF THE BOARD

Overall attendance at the twelve meetings of the Board held in 1999 was
approximately 93.3%. Each Director attended at least 75% of the total of all
(i) meetings of the Board and (ii) meetings of Committees of the Board on which
he served in 1999, except for Mr. Roberts.

AUDIT COMMITTEE

Messrs. Comrie*, Emerson, Peters and Wilson, none of whom is an
"interested person," constitute the membership of the Board's standing Audit
Committee, which met twice during 1999. The Audit Committee (1) recommends to
the Board of Directors the firm of independent accountants to be engaged to
audit the books of account and other corporate records of the Company, (2)
reviews with the independent accountants the scope of their audit, with
particular emphasis on the areas to which either the Committee or the
independent accountants believe special attention should be directed, (3)
reviews the recommendations of the independent accountants regarding internal
controls and other matters, and (4) makes reports, whenever deemed advisable,
to the Board of Directors with respect to the internal controls and accounting
practices of the Company. The Audit Committee also reviews the audit and
non-audit fees of the independent accountants. The Audit Committee operates
under a written charter that was most recently amended in December 1999.

- ----------
* Mr. Comrie resigned as a director as of December 31, 1999.

6
<PAGE>

COMPENSATION COMMITTEE

Messrs. Arzac, Lenagh, MacCallan, and Neff constitute the membership of
the Board's standing Compensation Committee, which met three times during 1999.
The Compensation Committee reviews and recommends changes in the salaries of
directors, executive officers, officers, and employees, and advises upon the
compensation and stock option plans in which the executive officers, officers,
and employees of the Company are eligible to participate.

EXECUTIVE COMMITTEE

Messrs. Arzac, Comrie*, MacCallan, Neff, Ober**, and Roberts constitute
the membership of the Board's standing Executive Committee, which met twice
during 1999. The Committee has the authority of the Board of Directors between
meetings of the Board except as limited by law, the Company's By-laws, or Board
resolution. The Executive Committee also performs the duties of a nominating
committee. It recommends to the full Board candidates for directorship. It is
the policy of the Executive Committee not to consider unsolicited nominations
for director.

RETIREMENT BENEFITS COMMITTEE

Messrs. Emerson, Lenagh, Neff, Roberts, and Wilson are the director
members of the standing Retirement Benefits Committee of the Company, which
administers the Employees' Retirement Plan, Supplemental Retirement Plan and
the Employee Thrift Plan of the Company. This Committee met three times during
1999.

BOARD OF DIRECTORS COMPENSATION

During 1999, each director who is not an interested person received an
annual retainer fee of $10,000 and a fee of $500 for each Board meeting
attended. All members of each Committee, except executive officers and/or
interested persons, receive an additional annual retainer fee of $1,500 for
each committee membership and a fee of $500 for each meeting attended; the
Chairman of each committee, except for the Executive Committee, receives an
additional fee of $500 for each committee meeting attended. The total amount of
fees paid to "disinterested person" directors in 1999 was $186,500.

TRANSACTIONS WITH PETROLEUM & RESOURCES CORPORATION

The Company shares certain expenses with Petroleum, of which all of the
above- named nominees are also directors. These expenses are initially paid by
the Company, which is reimbursed by Petroleum either in proportion to the size
of the respective investment portfolios of the two companies or, where
possible, on an actual usage basis. In 1999, Petroleum's share of such expenses
for research, accounting services and other office services (including
proportionate salaries and other employee benefits), rent and related expenses,
and miscellaneous expenses such as office supplies, postage, subscriptions and
travel was $391,126. The Securities and Exchange Commission is in the process
of reviewing whether the operating relationship between the Company and
Petroleum, including this expense sharing method, which the companies have used
for over 35 years, complies with the Investment Company Act of 1940 ("the
Act"), which restricts certain types of transactions between investment
companies and their affiliates, including lending or borrowing money or
property between an investment company and

- ----------
* Mr. Comrie resigned as a director as of December 31, 1999.

** Mr. Ober is an "interested person."

7
<PAGE>

its affiliate, or engaging in other types of joint arrangements. The Company
does not believe that its expense sharing arrangement with Petroleum violates
the Act. However, if the Securities and Exchange Commission determines that the
arrangement is prohibited by the Act, the companies will make such changes to
the arrangement as may be necessary to address the Securities and Exchange
Commission's concerns.

REMUNERATION OF DIRECTORS AND OTHERS

The following table sets forth for each of the persons named below the
aggregate current remuneration received from the Company during the fiscal year
ended December 31, 1999, for services in all capacities:

<TABLE>
<CAPTION>
PENSION OR
RETIREMENT ESTIMATED
BENEFITS ACCRUED ANNUAL
AGGREGATE DURING THE LAST BENEFITS UPON
NAME OF PERSON, POSITION REMUNERATION (1) (2) (3) (4) FISCAL YEAR (5) RETIREMENT
- ----------------------------------------- ------------------------------ ------------------ --------------
<S> <C> <C> <C> <C>
Douglas G. Ober Chairman of the
Board and Chief
Executive
Officer (A) $619,317 -- $221,430
Joseph M. Truta President 312,000 -- 117,425
Richard F. Koloski Executive Vice
President 113,617 -- 42,450
Enrique R. Arzac Director (A)(C) 22,500 N/A N/A
Allan Comrie* Director (A)(B) 20,000 N/A N/A
Daniel E. Emerson Director (B)(D) 21,000 N/A N/A
Thomas H. Lenagh Director (C)(D) 21,500 N/A N/A
W. D. MacCallan Director (A)(C) 20,500 N/A N/A
W. Perry Neff Director (A)(C) 20,500 N/A N/A
Landon Peters Director (B)(D) 20,500 N/A N/A
John J. Roberts Director (A)(D) 18,000 N/A N/A
Robert J. M. Wilson Director (B)(D) 22,000 N/A N/A
</TABLE>

- ----------
(A) Member of Executive Committee
(B) Member of Audit Committee
(C) Member of Compensation Committee
(D) Member of Retirement Benefits Committee

(1) Of the amounts shown, direct salaries paid to by the Company to
Messrs. Ober, Truta and Koloski were $253,500, $163,800, and $62,700,
respectively.

(2) Of the Company's direct salaries, $7,798 for Mr. Ober, $7,800 for Mr.
Truta, and $2,958 for Mr. Koloski, was deferred compensation under the
Company's Employee Thrift Plan. Under the Employee Thrift Plan, the Company
also makes contributions to match the contributions made by eligible employees
(see "Employee Thrift Plan" below). Of the amounts shown, $15,597, $15,600, and
$5,916 were plan contributions for Messrs. Ober, Truta, and Koloski,
respectively. The non-employee Directors do not participate in the Employee
Thrift Plan.

(3) Of the amounts shown, $350,220, $132,600, and $45,000 were bonuses
accrued for Messrs. Ober, Truta, and Koloski, respectively, in 1999 and
deferred until January 2000.

(4) In addition, $108,464 for Mr. Ober and $68,798 for Mr. Koloski was the
net gain realized by them upon the exercise of stock appreciation rights during
1999 granted under the Company's Stock Option Plan (see "Stock Option Plan"
below).

(5) The Company has a noncontributory Employees' Retirement Plan. No
contributions were made by the Company to this plan in 1999.

- ----------

* Mr. Comrie resigned as a director as of December 31, 1999.

8
<PAGE>

Messrs. Ober, Truta, and Koloski also received direct salaries, deferred
compensation, thrift plan contributions, and bonuses from Petroleum, which
amounts were included in this summary table in prior years.

STOCK OPTION PLAN

On December 12, 1985, the Company's Board of Directors adopted a Stock
Option Plan (the "Plan"), which was approved by the stockholders at the March
26, 1986 Annual Meeting of Stockholders and amended at the March 29, 1994
Annual Meeting of Stockholders. The Plan provides for the grant to "key
employees" (as defined in the Plan) of options to purchase an aggregate maximum
of 2,050,000 shares of Common Stock of the Company, together with related stock
appreciation rights, of which (i) 850,000 shares may be made subject to options
granted between December 12, 1985 and December 11, 1995, and (ii) 1,200,000
shares may be made subject to options granted between December 9, 1993 and
December 8, 2003. All options granted or to be granted under the Plan currently
will be treated as non-qualified stock options under the Internal Revenue Code.
The Plan is administered by the Compensation Committee of the Board of
Directors, which consists of four members of the Board, none of whom is
eligible to receive grants under the Plan. The grant of options is at the
discretion of the Compensation Committee.

The Plan provides that, among other things, (a) the option price per share
shall not be less than the fair market value of the Common Stock at the date of
grant, except that the option price per share will be reduced after grant of
the option to reflect capital gains distributions to the Company's
stockholders, provided that no such reduction shall be made which will reduce
the option price below 25% of the original option price; (b) an option will not
become exercisable until the optionee shall have remained in the employ of the
Company for at least one year after the date of grant and may be exercised for
10 years unless an earlier expiration date is stated in the option; and (c) no
option or stock appreciation right shall be granted after December 8, 2003.

The Plan permits the grant of stock appreciation rights in conjunction
with the grant of an option, either at the time of the option grant or
thereafter during its term and in respect of all or part of such option. Stock
appreciation rights permit an optionee to request to receive (a) shares of
Common Stock of the Company with a fair market value, at the time of exercise,
equal to the amount by which the fair market value of all shares subject to the
option in respect of which such stock appreciation right was granted exceeds
the exercise price of such option, (b) in lieu of such shares, the fair market
value thereof in cash, or (c) a combination of shares and cash. Stock
appreciation rights are exercisable beginning no earlier than two years after
the date of grant and extend over the period during which the related option is
exercisable. To the extent a stock appreciation right is exercised in whole or
in part, the option in respect of which such stock appreciation right was
granted shall terminate and cease to be exercisable.

No disposition of shares of Common Stock acquired as the result of the
exercise of an option or stock appreciation right may be made within the later
of two years of the date of grant of the option and one year of the acquisition
of such shares.

EMPLOYEE THRIFT PLAN

Employees of the Company who have completed six months of service may
elect to have 2% to 6% of their base salary deferred as a contribution to a
thrift plan instead of being paid to them currently (see table set forth on
page 7 regarding 1999 contributions for the officers and directors identified
therein). The Company (subject to certain limitations) contributes for each
employee out of net investment income

9
<PAGE>

an amount equal to 200% of each employee's contribution or to the maximum
permitted by law. Employees may also contribute an additional 10% of base
salary to the thrift plan, but these post-tax contributions are not matched by
the Company. All employee contributions are credited to the employee's
individual account. Employees may elect that their salary deferral and other
contributions be invested in a money market fund, intermediate bond fund,
Common Stock of the Company or of Petroleum, or a combination thereof. The
Company's contributions are invested entirely in its Common Stock. An
employee's interest in amounts derived from the Company's contributions becomes
non-forfeitable upon completion of 36 months of service or upon death or
retirement. Payments of amounts not withdrawn or forfeited under the thrift
plan may be made upon retirement or other termination of employment in a single
distribution, in ten equal installments, or in an annuity.

EMPLOYEES' RETIREMENT PLAN

The employees of the Company with one or more years of service participate
in a retirement plan pursuant to which contributions are made solely by the
Company on behalf of, and benefits are provided for, employees meeting certain
age and service requirements. The plan provides for the payment of benefits in
the event of an employee's retirement at age 62 or older. Upon such retirement,
the amount of the retirement benefit is 2% of an employee's final thirty-six
months average annual salary, including bonuses, multiplied by years of
service. Retirement benefits cannot exceed 55% of the final thirty-six months'
average annual salary including bonuses. Benefits are payable in several
alternative methods, each of which must be the actuarial equivalent of a
pension payable for the life of the employee only. Retirement benefits (subject
to any applicable reduction) are also payable in the event of an employee's
early or deferred retirement, disability or death. Contributions are made to a
trust to fund these benefits.

On March 10, 1988, the Board of Directors of the Company unanimously
approved a supplemental retirement benefits plan (the "Supplemental Plan") for
employees of the Company. On June 11, 1998, the Supplemental Plan was amended
and restated as of January 1, 1998. The purpose of the Supplemental Plan is to
provide deferred compensation in excess of benefit limitations imposed by the
Internal Revenue Code on tax-qualified defined benefit plans, including the
retirement plan of the Company described above. In accordance with such
limitations, the annual benefit payable under the Company's retirement plan may
not exceed the lesser of $135,000 for 2000 and the employee's average total
compensation paid during the three highest-paid consecutive calendar years of
employment. The $135,000 limit will be adjusted by the Secretary of the
Treasury to reflect cost-of-living increases.

The Supplemental Plan authorizes the Company to pay annual retirement
benefits in an amount equal to the difference between the maximum benefits
payable under such retirement plan and the benefits that would otherwise be
payable but for the Internal Revenue Code's limitations on annual retirement
benefits. All amounts payable under the Supplemental Plan will be paid from the
general funds of the Company as benefits become due. The Company has
established a funding vehicle using life insurance policies owned by the
Company for the Supplemental Plan. Payment of benefits under the Supplemental
Plan will be made concurrently with and in the same form as payment of benefits
under the Company's retirement plan. During 1999, the Company made payments of
$18,844 under the Supplemental Plan.

BROKERAGE COMMISSIONS
During the past fiscal year, the Company paid brokerage commissions in the
amount of $772,480 on the purchase and sale of portfolio securities traded on
the New York Stock Exchange and the American Stock Exchange, substantially all
of which were paid to brokers providing research and other investment services
to the Company. The average per share commission rate paid by the Company was
$0.0616. No commissions were paid to an affiliated broker.

10
<PAGE>

PORTFOLIO TURNOVER

The portfolio turnover rate (purchases or sales, whichever is lower, as a
percentage of weighted average portfolio value) for the past three years has
been as follows:

EXPENSE RATIO

The ratio of expenses to the average net assets of the Company for the
past three years has been as follows:

(b) RATIFICATION OF SELECTION OF INDEPENDENT ACCOUNTANTS

The Investment Company Act of 1940 (the "Act") requires, in effect, that
the Company's independent accountants be selected by a majority of the members
of the Board of Directors who are not "interested persons" (as defined by the
Act) of the Company; that such selection be submitted for ratification or
rejection at the annual meeting of stockholders; and that the employment of
such independent accountants be conditioned on the right of the Company, by
vote of the holders of a majority of its outstanding voting securities, to
terminate such employment at any time without penalty. In accordance with such
provisions, PricewaterhouseCoopers LLP, 250 W. Pratt Street, Baltimore,
Maryland, independent accountants, which firm was the Company's principal
auditor during the year 1999, has been selected as independent accountants of
the Company to audit the books and accounts of the Company for or during the
year ending December 31, 2000, by a majority of those members of the Board of
Directors who were not "interested persons" of the Company voting in person,
and their selection is submitted to the stockholders for ratification by the
affirmative vote of a majority of all the votes cast at the meeting.
Representatives of PricewaterhouseCoopers LLP are expected to be present at the
meeting to make a statement if they so desire and to respond to appropriate
questions. The Company has been informed that PricewaterhouseCoopers LLP does
not have any direct financial or any material indirect financial interest in
the Company.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS RATIFICATION OF THE
SELECTION OF PRICEWATERHOUSECOOPERS LLP.

(c) APPROVAL OF A PROPOSED AMENDMENT TO ARTICLE SIXTH OF THE ARTICLES OF
INCORPORATION TO INCREASE AUTHORIZED COMMON STOCK

It is proposed that the Articles of Incorporation be amended to increase
the number of authorized shares of Common Stock from 75,000,000 shares to
150,000,000 shares. This increase would be effected by amending the first
paragraph of Article SIXTH so that it will read "The total number of shares of
stock which the Corporation shall have authority to issue is 160,000,000 shares
with an aggregate par value of $150,000,000, divided into two classes
consisting of (a) 150,000,000 shares of Common Stock, par value $1.00 per
share, and (b) 10,000,000 shares of Preferred Stock, without par value." Of the
75,000,000 shares of Common Stock currently authorized, as of December 31,
1999, 53,894,827 shares were outstanding, and 906,221 shares were reserved for
issuance under the Company's stock option plan. The additional shares of Common
Stock that would be authorized by the proposed amendment would have the same
rights and privileges and otherwise be identical to the shares of Common Stock
currently authorized and outstanding. The proposal to be adopted will require
the affirmative vote of a majority of

11
<PAGE>

all the votes entitled to be cast thereon, being a majority of the issued and
outstanding shares of Common Stock. If the proposal is adopted, the Company
shall cause Articles of Amendment to the Articles of Incorporation,
substantially in the form of Exhibit A attached hereto, to be filed with the
State Department of Assessments and Taxation of the State of Maryland. If the
proposal is not adopted, it may be resubmitted to the stockholders at future
meetings.

The Board of Directors recommends the adoption of this proposal. If it is
adopted, additional shares of authorized and unissued Common Stock will be
provided which can be issued, without further stockholder approval, by the
Board of Directors, for the payment of dividends and capital gain distributions
to the holders of the Common Stock or, subject to the requirements of the
Investment Company Act of 1940, for such other proper corporate purposes as may
be deemed desirable by the Board of Directors, including for use in connection
with the issuance of any future class of convertible equity security of the
Company, possible acquisitions, future stock splits, or the Company's stock
option plan. The Board of Directors does not have any present plans to issue
additional shares of Common Stock other than for payment of dividends and
capital gain distributions, and if required, pursuant to the stock option plan.
Holders of the Company's shares have no preemptive rights and, as a result,
existing stockholders would not have any preferential right to purchase any of
the additional shares of Common Stock if and when issued.

Although the Board of Directors presently has no plans to do so, the
additional shares of Common Stock could, subject to the applicable laws and
rules, be sold in a public offering. If such an offering occurred, there could,
depending upon a variety of factors, including the rate of return achieved on
the investment of the proceeds of any such offering, be a dilution of the net
income per share of the outstanding Common Stock. Such an offering would also
involve a dilution in the voting rights of the outstanding Common Stock.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR THE ADOPTION OF
THE PROPOSED AMENDMENT.

12
<PAGE>

(d) STOCKHOLDER PROPOSAL

A stockholder has informed the Company that he intends to submit a
proposal at the Annual Meeting and has requested that it be included in this
year's proxy material. The Board of Directors unanimously recommends that you
vote AGAINST the proposal. The reasons for the Board's opposition to the
proposal are set forth in the Board's statement in opposition that appears
immediately after the proposal and its supporting statement. The Company will
provide promptly to any stockholder, upon receipt of any oral or written
request, the address of the stockholder submitting the following proposal and
the number of shares of the Company's Common Stock held by him.

STOCKHOLDER PROPOSAL

RESOLVED: The shareholders of The Adams Express Company (the "Fund")
request the Board of Directors to consider promptly causing the Fund to conduct
a self-tender offer for at least 5% of its outstanding shares at or close to
net asset value ("NAV").

SUPPORTING STATEMENT

My name is Phillip Goldstein and I have been a shareholder of the Fund for
several years. The shares of the Fund have languished at a fairly wide discount
to NAV for a long time. As of October 8, 1999 the discount stood at 17.4%.
Thus, about $300 million is currently trapped in the discount.

Many of us are long-term shareholders of the Fund. I don't think that
long-term shareholders that may have to sell some shares of the Fund for
personal reasons should always have to accept a price well below NAV. That is
why I recommend that a modest self-tender offer be conducted at or close to
NAV. Then, a shareholder will be able to receive a fair price for at least some
of his or her shares. Shareholders that do not tender may also benefit if the
discount narrows due to a reduction in the supply of shares for sale in the
stock market.

A tender offer at a price below NAV will increase the NAV of the remaining
shares so those shareholders that do not tender will also benefit. For example,
if the Fund tendered for 10% of the outstanding shares at a 5% discount to NAV,
those shareholders who retain their shares will get a boost in NAV of
approximately $0.20 per share.

Many other closed-end funds have taken actions to address a persistent
discount. For example, the shares of Tri-Continental, a closed-end fund with a
similar investment objective to that of our fund were generally trading at a
larger discount than the shares of our Fund. After commencing a modest share
repurchase program, its shares soon moved to a narrower discount. There is no
reason we too shouldn't act to address our Fund's discount.

To conclude, I believe that a modest self-tender offer at or close to NAV
is clearly in the best interest of all shareholders. However, if you disagree,
I would appreciate it if you would call me at (914) 747-5262 or e-mail me at
[email protected] and tell me why you think it is a bad idea.

THE BOARD OF DIRECTORS RECOMMENDS THAT
YOU VOTE AGAINST THIS STOCKHOLDER PROPOSAL
FOR THE REASONS SET FORTH BELOW

STATEMENT OF OPPOSITION

The proposal seeks to address the discount from net asset value at which
the Company's shares have traded in recent years.

13
<PAGE>

The Board of Directors is concerned about the level of the discount, and
has initiated a share repurchase program that it believes may have a positive
long-term effect on the discount as well as have other benefits for the Company
and all its stockholders.

A one-time self-tender for 5% of the shares will not have those effects,
and the Board believes that such a self-tender should not be implemented.

The Board believes that the repurchase program is a far superior method
for enhancing shareholder value for all stockholders than that presented in the
proposal, and that this program should continue unimpeded by any separate
self-tender initiative.

Under the Adams Express share repurchase program adopted by the Board, the
Company will repurchase up to 5% of its outstanding shares (which amounts to
approximately 2,600,000 shares) over the twelve-month period ending in November
2000, as long as the shares are trading at a discount of at least 10%. At the
market price of the Company's Common Stock on December 31, 1999, this would
represent an aggregate purchase price of $87,262,000.

Under this program, the Company began buying back shares in the open
market in late December 1999 and, as of January 31, 2000, has repurchased over
433,000 shares. During that time, the discount has fallen from 18.7% on
December 23 to 13.7% on January 31. Of course, this change cannot be credited
entirely to the repurchase program, but the Board is optimistic about this
development and believes that more time is needed to properly gauge the
program's effectiveness.

The stockholder's proposal does not identify any other closed-end fund
that has made a one-time self-tender, or state whether such a self-tender has
served to reduce the discount of any fund in any appreciable way over a
meaningful period of time. Indeed, the one example cited in the proposal is
that of the share repurchase program of Tri-Continental Corp., which is in most
respects analogous to the share repurchase program adopted by the Company's
Board of Directors discussed above.

You may be assured that the Board continues to monitor the discount
closely and evaluates from time to time the desirability of implementing
strategies in addition to the share repurchase program for reducing the
discount.

The proposal will not be adopted unless the votes cast in favor of it
exceed the votes cast against it. Abstentions and broker non-votes will not be
counted as either for or against the proposal. If not otherwise specified,
proxies will be voted AGAINST approval of the proposal. The adoption of the
proposal would not in itself result in any action, but would simply amount to a
request for action by the Board.

THE BOARD OF DIRECTORS BELIEVES THAT YOUR VOTE AGAINST THE PROPOSAL WILL
BE IN THE BEST INTERESTS OF THE COMPANY AND ALL ITS STOCKHOLDERS.

- - - - - - - - - - - - - - -

(e) OTHER MATTERS AND ANNUAL REPORT
As of the date of this proxy statement, management knows of no other
business that will come before the meeting. Should other business be properly
brought up, it is intended that proxies in the accompanying form will be voted
thereon in accordance with the judgment of the person or persons voting such
proxies.

THE ANNUAL REPORT OF THE COMPANY FOR THE YEAR ENDED DECEMBER 31, 1999,
INCLUDING FINANCIAL STATEMENTS, HAS BEEN MAILED TO ALL STOCKHOLDERS ENTITLED TO
NOTICE OF AND TO VOTE AT THE ANNUAL MEETING TO BE HELD ON MARCH 28, 2000. A
COPY OF THE COMPANY'S ANNUAL REPORT WILL BE FURNISHED TO STOCKHOLDERS, WITHOUT
CHARGE, UPON REQUEST. YOU MAY REQUEST A COPY BY TELEPHONING LAWRENCE L. HOOPER,
JR., VICE PRESIDENT, SECRETARY AND GENERAL COUNSEL, AT (800) 638-2479 OR BY
SENDING MR. HOOPER AN E-MAIL MESSAGE AT [email protected].

14
<PAGE>

The Company has retained Corporate Investor Communications, Inc. ("CIC")
to assist in the solicitation of proxies. The Company will pay CIC a fee for
its services not to exceed $5,500 and will reimburse CIC for its expenses,
which the Company estimates will not exceed $2,500.

(f) STOCKHOLDER PROPOSALS FOR 2001 ANNUAL MEETING
Stockholder proposals for inclusion in the proxy statement and form of
proxy relating to the 2001 Annual Meeting must be received at the office of the
Company, Seven St. Paul Street, Baltimore, MD 21202, no later than October 17,
2000.

In addition, pursuant to the Company's By-laws, stockholder proposals for
consideration at the 2001 Annual Meeting which are not to be included in the
Company's proxy statement and form of proxy must be received at the office of
the Company at the address listed in the preceding paragraph no later than
January 27, 2001 in order to be eligible for presentation at the 2001 Annual
Meeting. Should the Company determine to allow a stockholder proposal that is
received by the Company after January 27, 2001 to be presented at the 2001
Annual Meeting nevertheless, the persons named as proxies in the accompanying
form will have discretionary voting authority with respect to such stockholder
proposal.

15
<PAGE>

EXHIBIT A

ARTICLES OF AMENDMENT
TO
ARTICLES OF INCORPORATION
OF
THE ADAMS EXPRESS COMPANY

THE ADAMS EXPRESS COMPANY, a Maryland corporation having its principal
office in Baltimore City, Maryland (hereinafter called the "Corporation"),
hereby certifies to the State Department of Assessments and Taxation of
Maryland that:

FIRST: The Articles of Incorporation of the Corporation are hereby amended
by striking out the first paragraph of Article SIXTH thereof, as heretofore
amended, and inserting in lieu thereof the following:

"SIXTH: The total number of shares of stock which the Corporation shall
have authority to issue is 160,000,000 shares with an aggregate par value
of $150,000,000, divided into two classes consisting of (a) 150,000,000
shares of Common Stock of the par value of $1 each and of the aggregate
par value of $150,000,000 and (b) 10,000,000 shares of Preferred Stock
without par value."

SECOND: The Board of Directors of the Corporation at a meeting duly
convened and held on January 13, 2000, adopted a resolution in which was set
forth the foregoing amendment of the Articles of Incorporation, declaring that
said amendment was advisable and directing that it be submitted for action
thereon at the annual meeting of the stockholders of the Corporation to be held
on March 28, 2000.

THIRD: Notice setting forth the said amendment of the Articles of
Incorporation and stating that a purpose of the annual meeting of stockholders
would be to take action thereon was given, as required by law, to all
stockholders entitled to vote thereon.

FOURTH: The amendment of the Articles of Incorporation of the Corporation
as hereinabove set forth was approved by the stockholders of the Corporation at
said meeting by the affirmative vote of a majority of all the votes entitled to
be cast thereon.

FIFTH: The amendment of the Articles of Incorporation as hereinabove set
forth has been duly advised by the Board of Directors and approved by the
stockholders of the Corporation.

SIXTH: (a) The total number of shares of all classes of stock of the
Corporation heretofore authorized by Article SIXTH of the Articles of
Incorporation of the Corporation is 85,000,000 shares, consisting of 75,000,000
shares of Common Stock of the par value of $1 per share, amounting in the
aggregate to $75,000,000 par value and 10,000,000 shares of Preferred Stock
without par value.

(b) The total number of shares of all classes of stock of the Corporation,
as increased by the foregoing amendment to said Article SIXTH, is 160,000,000
shares amounting in the aggregate to $150,000,000 par value, divided into
150,000,000 shares of Common Stock of the par value of $1 per share, having an
aggregate par value of $150,000,000, and 10,000,000 shares of Preferred Stock
without par value.

(c) The amendment of the Articles of Incorporation of the Corporation as
hereinabove set forth did not change the description, contained in the Articles
of Incorporation, of any class of shares of the Corporation, including the
preferences, conversion and other rights, voting powers, restrictions,
limitations as to dividends, qualifications, and terms and conditions of
redemption thereof, if any.

A-1
<PAGE>

IN WITNESS WHEREOF, The Adams Express Company has caused these presents to
be signed in its name and on its behalf by its President or one of its Vice
Presidents and its corporate seal to be hereunto affixed and attested by its
Secretary, and the said officers of the Corporation further acknowledged said
instrument to be the corporate act of the Corporation and stated under the
penalties of perjury that to the best of their knowledge, information and
belief, the matters and facts therein set forth with respect to the approval
thereof are true in all material respects on March , 2000.

ATTEST: THE ADAMS EXPRESS COMPANY

- ----------------------------------- By-------------------------------------

A-2

<PAGE>
THE ADAMS EXPRESS COMPANY -- PROXY FOR 2000 ANNUAL MEETING

SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby appoints THOMAS H. LENAGH, W. D. MacCALLAN and
LANDON PETERS, the proxies, and each of them (with power to act without the
others and with power of substitution) the proxy of the undersigned, for and in
the name of the undersigned, to vote at the Annual Meeting of Stockholders of
The Adams Express Company to be held at The Colony Palm Beach, 155 Hammon
Avenue, Palm Beach, Florida 33480, on the 28th day of March, 2000 at 11:00 a.m.,
and at any adjournment thereof, the shares of stock which the undersigned would
be entitled to vote if personally present.

The undersigned hereby ratifying all action of said proxies, or any of
them, or their or his substitutes or substitute by virtue hereof; and hereby
revoking any authorization to vote such shares heretofore given by the
undersigned to anyone. The undersigned hereby acknowledges receipt of the Notice
of Annual Meeting of Stockholders dated February 14, 2000, and the Proxy
Statement furnished therewith.

IF THE UNDERSIGNED FAILS TO SPECIFY HEREIN HOW SUCH SHARES ARE TO BE VOTED
ON SAID PROPOSALS (A), (B), (C) AND (D), THEY SHALL BE VOTED "FOR" SAID
PROPOSALS (A),(B), AND (C), AND VOTED "AGAINST" SAID PROPOSAL (D).

(over)

THE ADAMS EXPRESS COMPANY
P.O. BOX 11147
NEW YORK, N.Y. 10203-0147

<PAGE>
(a) ELECTION OF DIRECTORS

FOR all nominees [X]
listed below

WITHHOLD AUTHORITY to vote [X]
for all nominees listed below

*EXCEPTIONS [X]

Nominees: E. R. Arzac, D. E. Emerson, T. H. Lenagh, W. D. MacCallan, W. P. Neff,
D. G. Ober*, L. Peters, J. J. Roberts, Susan C. Schwab, R. J. M. Wilson

*Mr. Ober is an "interested person," as defined by the Investment Company Act
of 1940, because he is an officer of the Company.

(INSTRUCTIONS: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, MARK
THE "EXCEPTIONS" BOX AND WRITE THAT NOMINEE'S NAME IN THE SPACE PROVIDED BELOW.)

*Exceptions ____________________________________________________________________

(b) THE SELECTION OF PricewaterhouseCoopers LLP as independent public
accountants. FOR [X] AGAINST [X] ABSTAIN [X]

(c) THE APPROVAL OF AN AMENDMENT TO the Articles of Incorporation increasing
number of authorized shares of Common Stock of the Company from 75,000,000
to 150,000,000 shares. FOR [X] AGAINST [X] ABSTAIN [X]

(d) RECOMMEND that the Board of Directors cause the Company to
conduct a self-tender offer. FOR [X] AGAINST [X] ABSTAIN [X]

(e) In their discretion, the Proxies are authorized to vote upon all other
business that may properly come before the Meeting with all the powers the
undersigned would possess if personally present.

THE BOARD OF DIRECTORS RECOMMENDS VOTES FOR PROPOSALS (a), (b), (c) AND A VOTE
AGAINST PROPOSAL (d).

Change of Address or [ ]
Comments Mark Here

NOTE: The signature(s) should correspond with the
name of the stockholder(s) as it appears hereon.

Dated: ________________________________,2000

Signature __________________________________

Joint Tenant _______________________________

VOTES MUST BE INDICATED [X]
(X) IN BLACK OR BLUE INK.

SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE.