Bakersfield, California
July 7, 2000
ANNUAL MEETING OF SHAREHOLDERS
_______________________
PROXY STATEMENT
_______________________
OF
TRI-VALLEY CORPORATION
230 SOUTH MONTCLAIR STREET, SUITE 101
BAKERSFIELD, CALIFORNIA 93309
SOLICITATION OF PROXIES FOR
MEETING OF STOCKHOLDERS
FOR THE ANNUAL SHAREHOLDER MEETING TO BE HELD IN THE
BEALE ROOM OF THE HOLIDAY INN SELECT
801 TRUXTUN AVENUE
BAKERSFIELD, CALIFORNIA 93309
AT 10:00 A.M. (P.D.T.), ON SEPTEMBER 16, 2000
To the Shareholders of TRI-VALLEY CORPORATION:
The enclosed proxy material relating to Tri-Valley Corporation
("Tri-Valley" or the "Company") from the Board of Directors of the Company is
sent to you as the direct or beneficial owner of common stock of the Company
with the Company's sincere request that you give those materials your prompt and
thorough consideration.
The Board of Directors of Tri-Valley Corporation (the "Company") hereby
solicits your Proxy (on the gold form) for use at the Annual Meeting of
Shareholders of the Company to be held September 16, 2000, at 10:00 A.M. (local
time) in the Beale Room of the Holiday Inn Select, 801 Truxtun Avenue,
Bakersfield, California 93309.
IF YOU ARE NOT ABLE TO BE PRESENT AT THIS MEETING, IT IS REQUESTED THAT YOU
RETURN THE ENCLOSED GOLD FORM PROXY, PROPERLY EXECUTED, IN ORDER THAT YOUR
SHARES BE REPRESENTED AND VOTED AT THE MEETING. You may revoke your Proxy at
any time prior to the exercise of the powers granted herein by transmitting a
written revocation to the Company or by appearing in person at the meeting.
Our administrative office is located at 230 South Montclair Street, Suite
101 Bakersfield, California 93309. The approximate date on which this Proxy
Statement and gold form of proxy will first be sent to the shareholders is July
17, 2000. The costs of this proxy notification will be paid by the Company. A
professional proxy solicitor has not been engaged.
ACTIONS TO BE TAKEN AT THE MEETING
At the Annual Meeting, holders of our common stock will consider and vote
for the election as directors of the Company of F. Lynn Blystone, Dennis P.
Lockhart, Milton J. Carlson, Loren J. Miller, and Earl H. Beistline. In
addition, the shareholders will consider and act on a proposed amendment to the
Company's Articles of Incorporation and approve the newly amended and restated
Certificate of Incorporation.
VOTING SECURITIES AND RIGHTS
There are 19,542,748 shares of common stock of the Company outstanding as
of June 23, 2000, each of which is entitled to one vote in the election of
directors and all other matters to be voted upon at the meeting. SHAREHOLDERS
OF RECORD AS OF THE CLOSE OF BUSINESS AT 5:00 P.M. ON FRIDAY, JULY 14, 2000, ARE
THE ONLY PERSONS ENTITLED TO VOTE AT THIS MEETING.
The presence in person or by proxy of the holders of not less than one-half
the outstanding shares is necessary to constitute a quorum at the meeting. The
vote of a majority of the shares present at the meeting, in person or by proxy,
is necessary to elect directors, amend the incentive stock option plan, and to
ratify the selection of the Company's auditors. A vote of at least two-thirds
of our shares present at the meeting, in person or by proxy, is necessary to
approve the proposed amendments to the articles of incorporation.
Set forth below in tabular form is information concerning the only person
believed by the Company to own more than 5% of the Company's common stock as of
July 14, 2000.
AMOUNT
TITLE OF NAME AND ADDRESS BENEFICIALLY PERCENT
CLASS OF BENEFICIAL OWNER OWNED OF CLASS
--------- --------------------- -------- ---------
Common Stock Dennis Vaughan 1,008,200 5.2%
2298 Featherhill Road
Santa Barbara, CA 93108
Although we are incorporated in Delaware, we currently maintain our
business offices and principal oil and gas operations in California.
Accordingly, shareholders are entitled, under California corporation law, to
cumulative voting rights in the election of directors. This means that a
shareholder may multiply the shares held by the total number of directors to be
elected (six) and vote all of such shares for any one director. Prior to the
meeting and vote on directors, any shareholder wishing to exercise cumulative
voting rights must give the Company written notice of same. Discretionary
authority to cumulate votes in the exercise of proxies is hereby solicited by
management.
I. ELECTION OF DIRECTORS:
The Board of Directors consists of five (5) members. Each director serves
for a term of one (1) year. All five (5) director positions are up for election
at the meeting.
THE BOARD OF DIRECTORS HAS NOMINATED AND RECOMMENDS YOUR APPROVAL OF DR.
EARL BEISTLINE, LYNN BLYSTONE, MILTON CARLSON, DENNIS LOCKHART, AND LOREN
MILLER, CPA AS DIRECTORS OF TRI-VALLEY CORPORATION. EACH DIRECTOR MUST BE
ELECTED BY A MAJORITY VOTE OF THE SHARES REPRESENTED AT THE MEETING. All
proxies will be voted FOR these nominees. Information about the nominees
follows:
COMMON STOCK PERCENT
NAME AND POSITION DIRECTOR BENEFICIALLY OF
WITH COMPANY AGE SINCE OWNED** CLASS
---------------- --- ------- ------------- ------
F. Lynn Blystone 64 1974 774,264 3.9
Dennis Lockhart 53 1982 132,091 *
Milton Carlson 69 1985 139,000 *
Loren Miller 55 1992 105,300 *
Earl Beistline 83 1992 98,000 *
All Directors as a Group 1,248,655 6.2
* Less than 1%
** Includes shares which the listed shareholder has the right to acquire within
60 days after July 14, 2000, from options or warrants, as follows: Mr.
Blystone, 346,000 shares, Mr. Lockhart, 70,000 shares, Mr. Carlson, 68,000
shares, Mr. Miller, 70,000 shares, Mr. Beistline, 48,000 shares, all Directors
as a group, 602,000 shares. Under SEC rules, we calculate the percentage
ownership of each person who owns exercisable options by adding (1) the number
of exercisable options for that person to (2) the number of total shares
outstanding, and dividing that result into (3) the total number of shares and
exercisable options owned by that person.
PRINCIPAL OCCUPATIONS OF NOMINEES DURING THE PAST FIVE YEARS:
F. Lynn Blystone - 64 President and Chief Executive Officer of 1974
Tri-Valley Corporation and Tri-Valley Power
Corporation, and CEO of Tri-Valley Oil & Gas
Company, which are two wholly owned
subsidiaries of Tri-Valley Corporation,
Bakersfield, California
Mr. Blystone became president and chief executive officer of Tri-Valley
Corporation in October 1981, and was nominally vice president from July to
October 1981. His background includes institution management, venture capital
and various management functions for a mainline pipeline contractor including
the Trans-Alaska Pipeline Project. He has founded, run and sold companies in
several fields including Learjet charter, commercial construction, municipal
finance and land development. He is also president of a family corporation,
Bandera Land Company, Inc., with real estate interests in Kern, Riverside and
Orange Counties California. A graduate of Whittier College, California, he did
graduate work at George Williams College, Illinois in organization management.
He gives full time to Tri-Valley.
Dennis P. Lockhart - 53 President 1982
Heller International Group., Inc.
Chicago, Illinois
Mr. Lockhart is President of Heller International Group, Inc., a subsidiary
of Heller Financial Inc., a position he has held since 1988. He also serves as
a director of Heller Financial Inc., and several of the company's overseas
subsidiaries. Prior to joining Heller, Mr. Lockhart was a domestic and
international corporate banking officer with Citicorp/Citibank. He worked for
Citicorp in a succession of assignments in Lebanon, Saudi Arabia, Greece, Iran,
Atlanta, and New York. He is currently serving on the Advisory Committee of the
United States export-import Bank. Mr. Lockhart was educated at Stanford
University and Johns Hopkins University. He attended the Senior Executives
Program at the Sloan School of Management, Massachusetts Institute of
Technology, in 1994.
Milton J. Carlson - 69 Investor, Kalispell, Montana 1985
Mr. Carlson is a principal in Earthsong, Inc., which is a non-profit,
public benefit corporation engaged in a wide field of ecological matters in the
public interest. Until its merger with another firm, Mr. Carlson formerly was
vice president and corporate secretary of Union Sugar Company, a $100 million
unit of Sara Lee Corporation. He was involved in representing industrial end
users of energy through the California Manufacturers Association as the former
chairman of the CMA steering committee of the standing energy and environmental
committees. Mr. Carlson was also the energy and environmental representative
with Sara Lee energy advisory group and monitored related matters before the
California Public Utilities Commission and Energy Commission as well as serving
as the legislative representative in Sacramento and Washington, D.C. Mr.
Carlson attended the University of Colorado at Boulder and the University of
Denver.
Earl H. Beistline, LLD.- 83 Mining Consultant 1992
Fairbanks, Alaska
Dr. Beistline is a past chairman of the Alaska State Minerals Commission
and Dean Emeritus of the School of Mineral Industry of the University of Alaska.
Born in Juneau, he has achieved a special position in Alaska during its
transition from territorial status into statehood. He has numerous honors from
local, state and federal governments, academia, professional and civic
organizations and the mineral industry. An active miner in the Central-Circle
Mining District, Dr. Beistline also serves as a director of one of the states'
primary companies, Usibelli Coal Mines, Inc. He holds a bachelor of Mining
Engineering, Engineer of Mines and Honorary Doctor of Law degree from the
University of Alaska.
Loren J. Miller, CPA - 55 Treasurer, Jankovich Company 1992
San Pedro, California
For the last five years, Mr. Miller has been the controller of Petro
America, Inc., the predecessor to Jankovich Company, a large, private petroleum
and products distributor. He has also served in a treasury and chief financial
officer capacity as vice president successively of McMullen Oil Company, Mock
Resources, Inc., and Hershey Oil Corporation. Prior to that he was vice
president and general manager of Tosco Production Finance Corporation and
formerly a senior auditor with Touche Ross & Co. He is experienced in
exploration, production, product trading, refining and distribution as well as
corporate finance. He holds a B.S. in accounting and an M.B.A. in finance from
the University of Southern California.
During 1999, the Board of Directors held five meetings. Dennis Lockhart
attended three of these meetings.
The Company has no nominating or compensation committees, as these are
dealt with by the full board. Mr. Miller is the audit representative.
COMPENSATION OF OFFICERS AND DIRECTORS
The following table summarizes the compensation of the chairman of the
board and the president of the Company and its subsidiaries, F. Lynn Blystone,
for the fiscal years ended December 31, 1999, December 31, 1998, and December
31, 1997.
Long Term
Compensation
Annual Compensation Awards
(a) (b) (c) (d) (e)
Other Securities
Name Period Covered Salary Compensation Underlying Options
F. Lynn FYE 12/31/99 $95,712(1)
Blystone, CEO FYE 12/31/98 $156,000(1)
FYE 12/31/97 $197,660(1) 195,000(2)
(1) Includes salary that was deferred when Mr. Blystone took a reduced
salary in prior years.
(2) 95,000 options expired unexercised in December, 1997.
AGGREGATED 1999 OPTION EXERCISES AND YEAR-END VALUES
The following table summarizes the number and value of all unexercised
stock options held by the Named Officers and Directors at the end of 1999.
(A) (B) (C) (D)
Number of Securities Value of Unexercised In-
Underlying Unexercised The-Money Options/SARs at
Options/SARs at FY-End (#) FY-End ($)*
EXERCISE
NAME EXERCISABLE/UNEXERCISABLE PRICE EXERCISABLE/UNEXERCISABLE
---- ------------------------- ----- -------------------------
F. Lynn Blystone 100,000/0 $1.50 0/0
250,000/0 $0.50 $242,500/0
Dennis P. Lockhart 30,000/0 $0.50 $29,100/0
40,000/0 $0.55 $36,800/0
Milton J. Carlson 30,000/0 $0.50 $29,100/0
40,000/0 $0.55 $36,800/0
Loren J. Miller 30,000/0 $0.50 $29,100/0
40,000/0 $0.55 $36,800/0
Earl H. Beistline 8,000/0 $0.50 $7,760/0
40,000/0 $0.55 $36,8000/0
*Based on a fair market value of $1.47 per share, which was the closing bid
price of the Company's Common Stock on the Over-The-Counter Bulletin Board on
December 31, 1999.
COMPENSATION OF DIRECTORS
The Company compensates non-employee directors for their service on the
board of directors. No directors received any stock options in 1999. The
following table sets forth information regarding the cash compensation paid to
outside directors in 1999.
(A) (B)
NAME FEES
---- ----
Earl Beistline $1,700
Milton Carlson $2,958
Dennis P. Lockhart $1,194
Loren J. Miller $1,700
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
Section 16(a) of the Securities Exchange Act of 1934 and Securities and
Exchange Commission regulations require that the Company's directors, certain
officers, and greater than 10 percent shareholders are required to file reports
of ownership and changes in ownership with the SEC and to furnish the Company
with copies of all such reports they file. Based solely upon a review of the
copies of the forms furnished to the Company, or written representations from
certain reporting persons that no reports were required, the Company believes
that no person failed to file required reports on a timely basis during or in
respect of 1999.
II. APPROVE THE COMPANY'S RESTATED CERTIFICATE OF INCORPORATION
See attached Exhibit A.
THE BOARD RECOMMENDS A VOTE FOR THE COMPANY'S RESTATED CERTIFICATE OF
---
INCORPORATION.
III. ELECTION FOR THE COMPANY TO BE GOVERNED BY THE DELAWARE BUSINESS
COMBINATION STATUTE
The Board recommends that the Tri-Valley shareholders elect to have the
Company governed by the Delaware business combination statute (Delaware General
Corporation Law Section 203), similar to Nasdaq stock market and stock-exchange
listed companies. The proposal requires an amendment to our certificate of
incorporation, which is attached as Exhibit B.
We believe that we should adopt this change to protect our shareholders from
hostile take-over attempts. We believe that hostile take-over offerors might be
attracted to take over Tri-Valley because they believe our stock can be bought
cheaply, compared to the real value of Tri-Valley if our current development
efforts are successful. A bidder for the Company might think that they can buy
the Company more cheaply than they could buy our assets - by buying control of
Tri-Valley on the stock market instead of buying our reserves from us or paying
shareholders a fair price for their stock. By adopting the proposed amendment,
we believe that someone interested in acquiring the Company or our assets would
be more inclined to negotiate the price of the acquisition with the Board. If a
bidder makes an offer to merge or purchase Tri-Valley, the Board members are
obligated to consider whether a merger or sale of Tri-Valley, or sale of some or
all of its assets, would be in the best interests of shareholders.
The Delaware business combination statute has the effect of deterring hostile
takeovers by preventing business combinations with an interested stockholder for
a period of three years after that person becomes an interested stockholder. An
"interested stockholder" is basically defined by the statute as any owner of 15%
or more of the voting stock in a corporation. A "business combination" is
defined to include any merger, exchange of corporate assets or stock (including
in a subsidiary), or issuance of loans of other benefits.
However, Section 203 does not preclude all business combinations between
Tri-Valley and an interested stockholder during that three-year period. Such
business combinations may be permitted with an interested stockholder if :
- the business combination transaction, or the transaction in which the
interested stockholder became an interested stockholder, is approved by our
board of directors prior to the date the interested stockholder obtained this
status;
- on or subsequent to this date the business combination is approved by our
board of directors and authorized at an annual or special meeting of
stockholders by the affirmative vote of at least 66 2/3% of the shares of our
outstanding common stock which are not owned by the interested stockholder; or
- upon consummation of the transaction which resulted in the stockholder
becoming an interested stockholder, the interested stockholder owned at least
85% of the shares of our common stock outstanding at the time the transaction
commenced, excluding for purposes of determining the number of shares
outstanding those shares owned by:
- persons who are directors and also officers; and
- employee stock plans in which employee participants do not have the right
to determine confidentially whether shares held subject to the plan will be
tendered in a tender or exchange offer.
The provisions of Section 203 may encourage persons interested in acquiring
Tri-Valley to negotiate in advance with our Board, since the stockholder
approval requirement would be avoided if a majority of the directors then in
office approves either the business combination or the transaction which results
in any such person becoming an interested stockholder.
There is a risk that this amendment could make it more difficult to accomplish
transactions which Tri-Valley's stockholders may otherwise deem to be in their
best interests. The most important down side of adopting the proposal is that
it might discourage potential purchasers from considering a bid for Tri-Valley's
stock, because it will be harder to acquire controlling interest in Tri-Valley
if our Board decides an offer is not in the best interest of shareholders.
Section 203 automatically applies to corporations which have a class of
stock that is (1) listed on a national securities exchange; (2) authorized for
quotation on NASDAQ; or (3) held of record by more than 2,000 stockholders.
Section 203 does not apply to Tri-Valley today because we are not listed on an
exchange or quoted on NASDAQ, and we have less than 2,000 stockholders of
record. If we grow to more than 2,000 shareholders, the Delaware business
combination statute will automatically apply to us even if we do not approve the
proposed amendment. The Board believes it is prudent to apply this statute to
Tri-Valley now.
To our knowledge, currently there are no "interested stockholders" who would be
subject to the restrictions on business combinations contained in Section 203,
and we do not know of any any currently proposed transactions which would make
anyone become an "interested stockholder."
A similar proposal was on the proxy ballot at last year's annual meeting, but it
failed by a vote of 12,015,080 yes, 100,565 no, 6,092,961 abstaining. Only a
tiny minority voted against the proposal - less than 1% of all votes cast.
However, because 2/3 of the shares represented at the meeting must vote "yes" in
order to amend the certificate of incorporation, abstentions counted as "no"
votes in effect, so the proposal failed. We placed it on the ballot again this
year because we believe it is in the best interests of the company and because
the will of the majority seems to us to favor adoption, despite the failure of
the measure last year due to abstaining votes.
THE BOARD RECOMMENDS A VOTE "YES" TO AMEND OUR CERTIFICATE OF INCORPORATION TO
APPLY THE DELAWARE BUSINESS COMBINATION STATUTE TO TRI-VALLEY. APPROVAL OF THE
---------------
AMENDMENT REQUIRES A TWO-THIRDS MAJORITY OF THE SHARES REPRESENTED AT THE
--------------------------------------------------------------------------------
MEETING.
-------
ADDITIONAL INFORMATION
Prior to mailing the proxy statement to shareholders, each shareholder has
been mailed a copy of the Company's Annual Report on Form 10-KSB for the year
ended December 31, 1999, which contains the Company's audited financial
statements dated December 31, 1999.
PROPOSALS BY SHAREHOLDERS - 2000
Any proposal by a shareholder to be submitted for inclusion in proxy
soliciting material for the 2001 annual shareholders meeting must be received by
the corporate secretary of the Company no later than December 31, 2000.
OTHER MATTERS
No proposals have been received from shareholders for inclusion in the
proxy statement or action at the 2000 annual meeting. Management does not know
of any matter to be acted upon at the meeting other than the matters above
described. However, if any other matter should properly come before the
meeting, the proxy holders named in the enclosed proxy will vote the shares for
which they hold proxies in their discretion.
<PAGE>
EXHIBIT A
---------
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION OF
TRI-VALLEY CORPORATION
Pursuant to the provisions of Sections 242 and 245 of the Delaware General
Corporation Law, the undersigned adopts the following Amended and Restated
Certificate of Incorporation of such corporation:
ARTICLE ONE
NAME
The name of the corporation is TRI-VALLEY CORPORATION. The corporation was
first incorporated in the State of Delaware on September 27, 1971, as Commodity
Resources Incorporated.
ARTICLE TWO
DURATION
The period of its duration is perpetual.
ARTICLE THREE
PURPOSES
The purpose for which this corporation is organized is to transact any or
all lawful business for which corporations may be incorporated under the
Delaware General Corporation Law.
ARTICLE FOUR
CAPITALIZATION
The aggregate number of shares which the corporation shall have authority
to issue is 5,000,000 shares of preferred stock with $0.001 par value and
100,000,000 shares of common stock with $0.001 par value.
ARTICLE FIVE
PURCHASE OF SHARES
The corporation may purchase, directly or indirectly, its own shares to the
extent of the aggregate of unrestricted surplus available therefor, and to any
further extent that may be allowed by law.
ARTICLE SIX
REGISTERED OFFICE AND REGISTERED AGENT
The address of the corporation's registered office in the State of Delaware
is 1209 Orange Street, Wilmington, County of Newcastle, Delaware. The name of
its registered agent at such address is The Corporation Trust Company.
ARTICLE SEVEN
LIABILITY OF DIRECTORS
A director of the corporation shall not be personally liable to the
corporation or its shareholders for monetary damages for any breach of fiduciary
duty as a director, except for liability (i) for any breach of the director's
duty of loyalty to the corporation or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) under Section 174 of the Delaware General Corporation
Law, or (iv) for any transaction from which the director derived any improper
personal benefit. If the Delaware General Corporation Law is amended after the
filing of the Amended and Restated Certificate of Incorporation of which this
article is a part to authorize corporate action further eliminating or limiting
the personal liability of directors, then the liability of a director of the
corporation shall be eliminated or limited to the fullest extent permitted by
the Delaware General Corporation Law, as so amended. The corporation shall be
obligated to indemnify its officers and directors against any and all judgments,
penalties (including excise and similar taxes), fines, settlements and
reasonable expenses incurred by that person to the full extent permitted under
Delaware law. Any repeal or modification of this Article shall be prospective
only, and shall not adversely affect any limitation of the personal liability or
rights to indemnification of a director of the corporation existing at the time
of the repeal or modification.
ARTICLE EIGHT
NO PREEMPTIVE RIGHTS
No stockholder of the corporation shall have any preemptive or similar
right to subscribe for any additional shares of stock.
ARTICLE NINE
NO CUMULATIVE VOTING
At each election for directors, every shareholder entitled to vote at such
election shall have the right to vote in person or by proxy the number of shares
owned by such shareholder for as many persons as there are directors to be
elected and for whose election that shareholder has a right to vote. No
shareholder shall have the right to cumulate the votes of that shareholder in
any election of directors, except to the extent required by Section 2115 of the
California Corporations Code on the date of such election.
ARTICLE TEN
RELATIONSHIP WITH CREDITORS
Whenever a compromise or arrangement is proposed between this corporation
and its creditors or any class of them and/or between this corporation and its
stockholders or any class of them, any court or equitable jurisdiction within
the State of Delaware may, on the application in a summary way of this
corporation or any creditor or stockholder thereof, or on the application of any
receiver or receivers appointed for this corporation under the provisions of
section 291 of Title 8 of the Delaware Code or on the application of trustees in
dissolution or of any receiver or receivers appointed for this corporation under
the provisions of section 279 of Title 8 of the Delaware Code order a meeting of
the creditors or class of creditors, and/or of the stockholders or class of
stockholders of this corporation, as the case may be, to be summoned in such
manner as the said court directs. If a majority in number representing
three-fourths in value of the creditors or class of creditors, and/or of the
stockholders or class of stockholders of this corporation, as the case may be,
agree to any compromise or arrangement and to any reorganization of this
corporation as consequence of such compromise or arrangement, the said
compromise or arrangement and the said reorganization shall, if sanctioned by
the court to which the said application has been made, be binding on all the
creditors or class of creditors, and/or on all the stockholders or class of
stockholders, of this corporation, as the case may be, and also on this
corporation.
ARTICLE ELEVEN
MEETINGS
Meetings of stockholders may be held within or without the State of
Delaware, as the by-laws may provide. The books of the corporation may be kept
(subject to any provision contained in the statutes) outside the State of
Delaware at such place or places as may be designated from time to time by the
board of directors or in the by-laws of the corporation.
ARTICLE TWELVE
INTERESTED DIRECTORS
No contract or other transaction of the corporation with any other
persons, firm or corporation, or in which this corporation is interested, shall
be affected or invalidated by (1) the fact that any one or more of the
stockholders, directors or officers of this corporation is interested in or is a
director or officer of such other firm or corporation; or (2) the fact that any
stockholder, director or officer of this corporation, individually or jointly
with others, may be a party to or may be interested in any such contract or
transaction. Each person who may become a stockholder, director or officer of
the corporation is hereby relieved from any liability that might otherwise arise
by reason of his contracting with the corporation for the benefit of himself or
any firm or corporation in which he may be in any way interested.
ARTICLE THIRTEEN
AMENDMENT
(a) The corporation reserves the right to amend, alter, change or
repeal any provision contained in this Amended and Restated Certificate of
Incorporation, in the manner now or hereafter prescribed by statute, and all
rights conferred upon stockholders herein are granted subject to this
reservation.
(b) The board of directors of the corporation is expressly authorized
to make, alter or repeal the by-laws of the corporation.
IN WITNESS WHEREOF, the undersigned officer of the corporation has executed
this amended and restated certificate of incorporation on ____________________,
2000.
______________________________
By: ________________________
Title ________________________
_____________________ says on oath or affirms that he has read the
foregoing document and believes all statements made in the document are true.
Subscribed and sworn before me on _________________, 2000.
________________________
Notary Public
My commission expires:________________
<PAGE>
EXHIBIT B
Proposed Amendment to Certificate of Incorporation
Electing to Be Governed by the
Delaware Business Combination Statute
Article ___________
Election to Be Governed by DGCL Section 203
Pursuant to Section 203(b) of the Delaware General Corporation Law, the
corporation elects be governed by the provisions of Section 203(a) of the
Delaware General Corporation Law, regardless of the number of stockholders of
record holding the corporation's stock.
