<PAGE>
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
Greate Bay Casino Corporation
------------------------------------
(Name of Registrant as Specified In Its Charter)
Greate Bay Casino Corporation
------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[_] 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>
GREATE BAY CASINO CORPORATION
c/o Advanced Casino Systems Corporation
200 Decadon Drive, Suite 100
Egg Harbor Township, New Jersey 08234
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD JULY 15, 1999
To the Stockholders of
Greate Bay Casino Corporation
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of Greate Bay
Casino Corporation (the "Company") will be held at the Westin Hotel, 13440
Dallas Parkway, in the City of Dallas, Texas on the 15th day of July 1999, at
10:30 a.m. (local time) for the following purposes:
1. To elect seven (7) directors to hold office until their respective
successors have been duly elected and qualified.
2. To ratify the appointment of Deloitte & Touche LLP as the independent
public accountants of the Company for fiscal year 1999.
3. To transact any and all other business that may properly come before the
meeting.
The Board of Directors has fixed the close of business on June 10, 1999 as
the Record Date to determine which stockholders are entitled to notice of and to
vote at the Annual Meeting or any postponement or adjournment. Only stockholders
of record at the close of business on the Record Date are entitled to notice of,
and to vote at, the Annual Meeting. The stock transfer books will not be closed.
A list of stockholders entitled to vote at the Annual Meeting will be available
for examination at the offices of the Company for 10 days prior to the meeting.
YOU ARE CORDIALLY INVITED TO ATTEND THE ANNUAL MEETING. HOWEVER, WHETHER OR
NOT YOU EXPECT TO ATTEND THE ANNUAL MEETING IN PERSON, YOU ARE URGED TO PROMPTLY
MARK, SIGN, DATE AND RETURN THE ACCOMPANYING FORM OF PROXY IN THE ENCLOSED,
SELF-ADDRESSED, STAMPED ENVELOPE SO THAT YOUR SHARES OF STOCK MAY BE REPRESENTED
AND VOTED IN ACCORDANCE WITH YOUR WISHES AND IN ORDER THAT THE PRESENCE OF A
QUORUM MAY BE ASSURED AT THE ANNUAL MEETING. THE COMPANY WILL RETURN YOUR PROXY
TO YOU IF YOU ATTEND THE ANNUAL MEETING AND REQUEST THAT IT BE RETURNED OR IF
YOU REQUEST THAT IT BE RETURNED AS DESCRIBED ON THE NEXT PAGE. YOUR PROMPT
RESPONSE WILL REDUCE THE TIME AND EXPENSE OF PROXY SOLICITATION.
BY ORDER OF THE BOARD OF DIRECTORS,
William D. Pratt, Secretary
Dallas, Texas
June 21, 1999
<PAGE>
GREATE BAY CASINO CORPORATION
c/o Advanced Casino Systems Corporation
200 Decadon Drive, Suite 100
Atlantic City, New Jersey 08234
PROXY STATEMENT
FOR
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD JULY 15, 1999
SOLICITATION AND REVOCATION OF PROXIES
This Proxy Statement and the accompanying Proxy are being mailed to the
stockholders of Greate Bay Casino Corporation (the "Company") on or about June
21, 1999, in connection with the solicitation of Proxies by the Board of
Directors of the Company to be voted at the Annual Meeting of Stockholders of
the Company to be held on July 15, 1999 (the "Annual Meeting"), at the time and
place and for the purposes set forth in the accompanying Notice of Annual
Meeting.
The accompanying Proxy form is designed to permit you, as a holder of the
Company's voting common stock ("Common Stock"), to vote for or withhold voting
for any or all of the nominees for election as directors of the Company listed
under Proposal 1 and to authorize the proxies to vote in their discretion with
respect to any other proposal brought before the Annual Meeting. When your
executed and dated proxy card specifies a choice with respect to a voting
matter, your shares will be voted accordingly. If you do not specify a choice,
the Proxy will be voted by those persons named in the Proxy at the Annual
Meeting: FOR the election of the nominees specified under the caption "Election
of Directors" and FOR the ratification of Deloitte & Touche LLP as the Company's
independent public accountants for fiscal year 1999.
The Company encourages you to attend its annual meetings. Mailing your
Proxy does not prevent you from voting in person if you so desire. Any
stockholder of the Company completing a Proxy has the right to revoke his or her
Proxy at any time prior to the voting. Revocation of your proxy may be done
either in person at the Annual Meeting or by giving written notice to the
Company addressed to Mr. William D. Pratt, Secretary, Greate Bay Casino
Corporation, c/o Advanced Casino Systems Corporation, 200 Decadon Drive, Suite
100, Atlantic City, New Jersey 08234. No revocation shall be effective, however,
unless it is received by the Company at or prior to the Annual Meeting.
In addition to the solicitation of Proxies by use of the mail, officers and
regular employees of the Company may solicit the return of Proxies by personal
interview, telephone or other electronic means. Officers and employees will not
be additionally compensated, but will be reimbursed for out-of-pocket expenses.
Brokerage houses and other custodians, nominees and fiduciaries will be
requested to forward solicitation materials to the beneficial owners of stock.
The cost of preparing, printing, assembling, and mailing the Notice of Annual
Meeting, this Proxy Statement, the enclosed proxy form and any additional
material as well as the cost of forwarding solicitation material to the
beneficial owners of stock and other solicitation costs will be paid by the
Company.
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PURPOSES OF THE MEETING
At the Annual Meeting, the stockholders of the Company will consider and
vote on the following matters:
1. The election of seven (7) directors to hold office until their
respective successors have been duly elected and qualified.
2. To ratify the appointment of Deloitte & Touche as the independent
public accountants of the Company for fiscal year 1999.
3. Any other matters as may properly come before the meeting.
VOTING RIGHTS AND PRINCIPAL STOCKHOLDERS
General
The Board of Directors of the Company has fixed the close of business on
June 10, 1999, as the record date (the "Record Date") for the Annual Meeting.
Only holders of record on the Record Date are entitled to notice of, and to vote
at, the Annual Meeting or any postponement or adjournment. On the Record Date
there were 5,186,627 shares of Common Stock issued and outstanding, all of which
are entitled to vote. The Common Stock is the only class of stock entitled to
vote at the Annual Meeting. Holders of record of the Company's Common Stock as
of the Record Date will be entitled to one (1) vote per share on all matters to
be acted upon at the Annual Meeting. The presence, in person or by proxy, of the
holders of a majority of the issued and outstanding shares of Common Stock
entitled to vote at the Annual Meeting is necessary to constitute a quorum to
transact business. In accordance with Delaware law, a stockholder entitled to
vote for the election of directors can withhold authority to vote for certain
nominees for director. Abstentions are counted for purposes of determining a
quorum to conduct business, but are ignored in vote tabulation, thereby
increasing the number of votes necessary to approve any proposal. The inspectors
of election will treat any shares held by brokers or nominees for which they
have no discretionary power to vote on a particular matter and for which they
have received no instructions from the beneficial owners or persons entitled to
vote ("broker non-votes") as shares that are present for purposes of determining
the presence of a quorum. However, for purposes of determining the outcome of
any matters as to which the broker has indicated on the Proxy that it does not
have discretionary authority to vote, those shares will be treated as not
entitled to vote with respect to that matter (even though those shares may be
entitled to vote on other matters). Broker non-votes will have no effect on
determining the outcome of the election of directors or the proposal to ratify
the appointment of the accountants.
All shares of Common Stock will vote as a single class. Neither the
Company's Certificate of Incorporation nor its Bylaws provide for cumulative
voting rights.
Regulation
Holders of Common Stock may be subject to certain regulatory restrictions
on ownership. Holders are subject to the qualification provisions of the New
Jersey Casino Control Act (the "Casino Act") relating to financial sources and
may, in the sole discretion of the New Jersey Casino Control Commission, with
the concurrence of the Division of Gaming Enforcement, be required to make
filings, submit to regulatory proceedings and qualify under the Casino Act. A
holder of Common Stock who cannot legally hold the stock, or who exposes the
Company to a risk of loss of a license or other regulatory risks, may be
required to sell his or her shares of Common Stock to a qualified buyer or to
the Company at the price prescribed
2
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by law or, if no price is prescribed, at the fair market value (defined in the
Company's Certificate of Incorporation).
Security Ownership of Certain Beneficial Owners
This information is incorporated by reference from Part III, Item 12,
"Security Ownership of Certain Beneficial Owners and Management," in the
Company's Annual Report on Form 10-K for the year ended December 31, 1998.
Security Ownership of Management
This information is incorporated by reference from Part III, Item 12,
"Security Ownership of Certain Beneficial Owners and Management," in the
Company's Annual Report on Form 10-K for the year ended December 31, 1998.
ELECTION OF DIRECTORS
The Bylaws of the Company provide that the Board of Directors shall consist
of at least three (3), but not more than nineteen (19) members (exclusive of
advisory directors). The actual number of directors, within such limits, may be
determined by resolution of the Board of Directors at any meeting. By action of
the Board of Directors, the number of directors comprising the Board of
Directors has been set at seven (7).
Unless otherwise directed, the persons appointed by your Proxy will vote
your shares for the election of the nominees listed in the table below as
directors of the Company:
<TABLE>
<CAPTION>
Year First
Became a
Name and Age Director Present Offices Held in the Company
------------ ---------- -----------------------------------
<S> <C> <C>
John C. Hull (60) 1998 Chairman of the Board, Chief Executive
Officer and Director
Edward T. Pratt, Jr. (75) 1969 Vice Chairman of the Board, Treasurer
and Director
William D. Pratt (70) 1969 Executive Vice President, General
Counsel, Secretary and Director
Jack E. Pratt (72) 1969 Director
Bernard A. Capaldi, CPA (56) 1988 Director
Edward D. Muir (88) 1969 Director
Michael J. Chesser (50) 1997 Director
</TABLE>
The Board of Directors does not believe that any of the nominees for
director will refuse or be unable to accept election or be unable to serve as a
director of the Company. Should any nominee become unavailable for nomination or
election or refuse to be nominated or to accept election as a director of the
Company, then the persons appointed by your Proxy will vote your shares for the
election of other individual(s) as may be nominated or designated by the Board
of Directors. Each nominee, so far as the Board can determine, is willing to
serve and intends to serve the entire term if elected. If elected as a director
of the Company, each director will hold office until his respective successor
has been elected and qualified.
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Business Experience for Past Five Years
The following information summarizes the business experience during at
least the past five years of each person nominated to be a director of the
Company:
John C. Hull was elected to the positions of Chief Executive Officer and
Chairman of the Board on January 2, 1998. He served as Corporate Controller of
the Company from November 1994 until January 2, 1998. Mr. Hull also served from
April 1994 until January 1998 as Corporate Controller for Hollywood Casino
Corporation ("HCC") which, prior to December 31, 1996, owned approximately 80%
of the outstanding common stock of the Company. Mr. Hull served as a financial
consultant to both the Company and HCC from 1990 until April 1994.
Edward T. Pratt, Jr. has served as Vice Chairman of the Board and as a
director and executive officer of the Company for more than five years. He also
serves as Vice Chairman of the Board, President and Treasurer of HCC.
William D. Pratt has served as Executive Vice President, Secretary and a
director of the Company for more than five years. He currently serves as General
Counsel and, prior to May 1995, served as General Counsel of the Company for
more than five years. He also serves as Executive Vice President, Secretary and
General Counsel of HCC.
Jack E. Pratt served as Chairman of the Board and Chief Executive Officer
of the Company for more than five years until his resignation from such
positions on January 2, 1998. He is Chairman of the Board and Chief Executive
Officer of HCC.
Bernard A. Capaldi is a certified public accountant and is a principal of
Capaldi, Reynolds & Associates, P.A., C.P.A.'s in New Jersey, and has held such
position since 1965. He is also the Chairman of the Board of Shore Memorial
Hospital's parent holding company.
Edward D. Muir is currently retired. He is a former Senior Vice President
of Rauscher Pierce Refsnes of San Antonio, Texas, an investment banking firm,
and was associated with Rauscher Pierce Refsnes in numerous executive capacities
for more than five years.
Michael J. Chesser is currently President and Chief Executive Officer of
Itron, Inc. During portions of 1999 and 1998, Mr. Chesser was self employed as a
business consultant. During 1998, Mr. Chesser was a vice president with Raytheon
Company. He served as President and Chief Operating Officer of Atlantic Energy
Corporation from 1994 until 1998 and served as a director for such company from
1996 until 1997. From 1987 until 1994, Mr. Chesser was Vice President of
Baltimore Gas & Electric Company.
The directors of the Company also serve or have served as officers and
directors of various subsidiaries of the Company as listed in the table below.
Such wholly owned subsidiaries include Pratt Casino Corporation ("PCC"), PRT
Funding Corp. ("PRT Funding") and New Jersey Management, Inc. ("NJMI"), all of
which filed petitions for relief under Chapter 11 of the United States
Bankruptcy Code in the United States Bankruptcy Court for the District of
Delaware on May 25, 1999. In addition, GB Holdings, Inc. ("Holdings"), GB
Property Funding Corp. ("GB Property") and Greate Bay Hotel and Casino, Inc.
("GBHC"), at the time all wholly owned subsidiaries of the Company, filed
petitions for relief under Chapter 11 of the United States Bankruptcy Code in
the United States Bankruptcy Court for the District of New Jersey on January 5,
1998.
4
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Positions currently held with PCC, PRT Funding and NJMI:
John Hull President, Chief Executive Officer and director
Edward T. Pratt, Jr. Chief Financial Officer and director
Bernard A. Capaldi Director
Michael J. Chesser Director
Additional positions held with PCC, PRT Funding and NJMI until January 1998:
John C. Hull Principal Accounting Officer of PCC and PRT Funding
Jack E. Pratt Chief Executive Officer and director of PCC; President,
Chief Executive Officer and director of PRT Funding;
President and director of NJMI
Edward T. Pratt, Jr. Executive Vice President and Treasurer of NJMI
William D. Pratt Executive Vice President, General Counsel, Secretary
and director of PCC and PRT Funding; Vice President,
Secretary and director of NJMI
Positions held with Holdings, GB Property and GBHC until January 1998:
John C. Hull Principal Accounting Officer of Holdings and GB
Property
Jack E. Pratt Chief Executive Officer and director of Holdings and
GBHC; President, Chief Executive Officer and director
of GB Property
Edward T. Pratt, Jr. Director of Holdings, GB Property and GBHC
William D. Pratt Executive Vice President, General Counsel, Secretary of
Holdings and GB Property; director of GBHC
Edward D. Muir Director of GBHC
Required Vote
Assuming the presence of a quorum, the holders of at least a plurality of
the issued and outstanding shares of Common Stock present, either in person or
by proxy, at the Annual Meeting must vote in favor in order to elect a director.
Recommendation
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" THE ELECTION OF EACH
OF THE INDIVIDUALS NOMINATED FOR ELECTION AS A DIRECTOR.
Board Meetings and Committees
Nonemployee directors of the Company received an annual fee of $25,000 for
service on the Board of Directors and $1,000 for each Board meeting attended
during 1998. The Board of Directors of the Company held three regularly
scheduled meetings and two telephonic meetings during the year ended December
31, 1998. All directors attended at least 75% of all meetings of the Board of
Directors and its committees for which they were eligible to serve.
The Board of Directors of the Company has Audit and Compensation
Committees, but does not have a standing nominating committee. Nonemployee
members of the Audit Committee receive an annual fee of $2,500 for service on
the committee and $500 for each committee meeting attended. No additional
compensation or fees are paid to directors for attending Compensation Committee
meetings.
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Audit Committee. The Audit Committee has the duty to (i) recommend
annually to the Board of Directors the independent public accountants to be
engaged to audit the books, records and accounts of the Company for the ensuing
year; (ii) arrange the details for the engagement of the independent public
accountants, including the amount they will be paid; (iii) review with the
Company's independent public accountants, as well as the Company's controller
and other appropriate personnel, the Company's general policies and procedures
with respect to audits and accounting and financial controls and the general
accounting and reporting principles that should be applied in preparing the
Company's financial statements; (iv) meet with the independent public
accountants as required and review with them the Company's interim and year-end
financial statements, any certification, report or opinion that the independent
public accountants propose to render in connection with such statements, and any
other appropriate matter; and (v) report to the Board of Directors and take
action on such matters as the Board of Directors may direct it to take. The
Audit committee is comprised of Bernard A. Capaldi, Michael J. Chesser and
Edward T. Pratt, Jr. The Audit committee met four times during 1998.
Compensation Committee. The Compensation Committee reviews the compensation
of the Company's executive officers. The Compensation Committee is comprised of
Edward D. Muir, Bernard A. Capaldi and Jack E. Pratt. The Compensation Committee
did not meet during 1998. The report of the Compensation Committee is
incorporated by reference from Part III, Item 11, "Executive Compensation," in
the Company's Annual Report on Form 10-K for the year ended December 31, 1998.
Family Relationships
Jack E. Pratt, Edward T. Pratt, Jr. and William D. Pratt are brothers (the
"Pratt Brothers"). Edward T. Pratt III, President of the Company, is the son of
Edward T. Pratt, Jr. There is no other family relationship between any of the
directors and any executive officers of the Company or its subsidiaries or
affiliates.
Certain Relationships
See "Transactions with Management" for certain transactions between
directors and the Company or its subsidiaries or affiliates.
MANAGEMENT
This information is incorporated by reference from Part III, Item 10,
"Directors and Executive Officers of the Registrant," in the Company's Annual
Report on Form 10-K for the year ended December 31, 1998.
REMUNERATION OF DIRECTORS AND EXECUTIVE OFFICERS
This information is incorporated by reference from Part III, Item 11,
"Executive Compensation," in the Company's Annual Report on Form 10-K for the
year ended December 31, 1998.
STOCK PRICE PERFORMANCE
This information is incorporated by reference from Part III, Item 11,
"Executive Compensation," in the Company's Annual Report on Form 10-K for the
year ended December 31, 1998.
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TRANSACTIONS WITH MANAGEMENT
This information is incorporated by reference from Part III, Item 13,
"Certain Relationships and Related Transactions," in the Company's Annual Report
on Form 10-K for the year ended December 31, 1998.
APPOINTMENT OF INDEPENDENT PUBLIC ACCOUNTANTS
Upon the recommendation of the Audit Committee and subject to ratification
by the stockholders at the Annual Meeting, the Board of Directors has appointed
Deloitte & Touche LLP ("Deloitte & Touche") to serve as the independent public
accountants of the Company for its fiscal year ending December 31, 1999.
Deloitte & Touche was engaged by the Audit Committee of the Board of Directors
during October 1998 to serve as independent public accountants for the Company
for fiscal year 1998. Representatives of Deloitte & Touche are expected to be
present at the Annual Meeting to make a statement or to respond to questions. If
the appointment of Deloitte & Touche is not ratified by the stockholders, the
Board of Directors will appoint other independent public accountants based upon
the recommendation of the Audit Committee.
The affirmative vote of a majority of the votes cast on this proposal shall
result in the ratification of the appointment of Deloitte & Touche.
The Company filed a complaint on October 8, 1998 against Arthur Andersen
LLP ("Andersen"), its former certifying accountants, and selected partners
alleging negligent advice and breach of contract with respect to the tax
consequences resulting from the spin off of the Company's stock by HCC to its
shareholders on December 31, 1996.
In view of such litigation, the Audit Committee of the Company's Board of
Directors voted on October 16, 1998 to terminate Andersen as its independent
accountants. There were no disagreements with Andersen of the type of which
would require disclosure under Item 304 of Regulation S-K. Andersen's report on
the consolidated financial statements of the Company for the past two years
included an explanatory paragraph referring to the Company's disclosure
concerning substantial doubt about its ability to continue as a going concern.
Such uncertainty resulted from the filing by GBHC, the Company's most
significant operating subsidiary, of a petition for protection under Chapter 11
of the United States Bankruptcy Code on January 5, 1998.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE RATIFICATION OF THE
APPOINTMENT OF DELOITTE & TOUCHE LLP AS INDEPENDENT PUBLIC ACCOUNTANTS FOR
FISCAL YEAR 1999.
OTHER BUSINESS
The Board of Directors is not aware of any other business that may properly
be, or is likely to be, brought before the Annual Meeting. If, however, any
other business should properly be presented to the Annual Meeting, the persons
appointed by your Proxy will vote your shares as they deem proper.
STOCKHOLDER PROPOSALS
Under Rule 14a-8 under the Securities Exchange Act of 1934, as amended,
stockholders may present proposals for inclusion in the Company's proxy
statement for consideration at its Annual Meeting of Stockholders by submitting
proposals to the Company in a timely manner. In order to be included for the
2000 Annual Meeting, stockholder proposals must be received by the Company by
January 14, 2000, and must otherwise comply with the requirements of Rule 14a-8.
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<PAGE>
COPIES OF THE ANNUAL REPORT ON FORM 10-K
FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
The Annual Report on Form 10-K covering the Company's year ended December
31, 1998, including audited financial statements, is enclosed with this Notice
of Annual Meeting. The Form 10-K does not form any part of the materials for the
solicitation of Proxies. The enclosed Form 10-K does not include all exhibits
required to be filed with the Securities and Exchange Commission. However, these
exhibits are listed in Part III of the Form 10-K and the Company will furnish to
you, for a minimal charge, any exhibit upon written request. Written requests
for exhibits should be directed to Investor Relations, Greate Bay Casino
Corporation, 200 Decadon Drive, Suite 100, Egg Harbor Township, New Jersey
08243.
BY ORDER OF THE BOARD OF DIRECTORS
William D. Pratt, Secretary
June 21, 1999
Dallas, Texas
IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. STOCKHOLDERS WHO DO NOT
EXPECT TO ATTEND THE ANNUAL MEETING AND WISH THEIR STOCK TO BE VOTED ARE URGED
TO DATE, SIGN AND RETURN THE ACCOMPANYING PROXY IN THE ENCLOSED SELF-ADDRESSED
ENVELOPE. NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED STATES.
8
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GREATE BAY CASINO CORPORATION
c/o Advanced Casino Systems Corporation
200 Decadon Drive, Suite 100
Egg Harbor Township, New Jersey 08234
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints William D. Pratt and Edward T. Pratt Jr. as
proxies, with the power to appoint their substitutes, and hereby authorizes them
to represent and vote as designated below, all of the shares of the Common Stock
of Greate Bay Casino Corporation (the "Company") held of record by the
undersigned on June 10, 1999, at the Annual Meeting of Stockholders to be held
on July 15, 1999, or any postponement or adjournment.
1. PROPOSAL TO ELECT AS DIRECTORS OF THE COMPANY THE FOLLOWING PERSONS TO HOLD
OFFICE UNTIL THE 2000 ANNUAL MEETING OF STOCKHOLDERS OR UNTIL THEIR
SUCCESSORS HAVE BEEN DULY ELECTED AND QUALIFIED.
FOR ALL nominees listed below WITHHOLD AUTHORITY
___(except as marked to the contrary below) ___to vote for all nominees
below.
Bernard A. Capaldi, Edward D. Muir, Michael J. Chesser, John C. Hull, Jack
E. Pratt, Edward T. Pratt, Jr. and William D. Pratt
(INSTRUCTION: To withhold authority to vote for any individual nominee, write
that nominee's name in the space provided below.)
2. PROPOSAL TO RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS INDEPENDENT
PUBLIC ACCOUNTANTS FOR FISCAL YEAR 1999.
____ FOR ____ AGAINST ____ ABSTAIN
- --------------------------------------------------------------------------------
(please sign on the other side)
3. IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER
BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING.
This Proxy, when properly executed, will be voted in the manner directed herein
by the undersigned stockholder(s). IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED FOR THE ELECTION OF THE NOMINEES UNDER PROPOSAL 1 AND FOR THE RATIFICATION
OF INDEPENDENT PUBLIC ACCOUNTANTS UNDER PROPOSAL 2.
Dated:____________________________, 1999
________________________________________
Signature
________________________________________
Signature if Held Jointly
Please execute this Proxy as your name appears hereon. When shares are held by
joint tenants, both should sign. When signing as attorney, executor,
administrator, trustee or guardian, please give full title as such. If a
corporation, please sign in full name by the president or other authorized
officer. If a partnership, please sign in partnership name by authorized person.
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY PROMPTLY USING THE ENCLOSED
ENVELOPE.
