<PAGE> 1
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
<TABLE>
<S> <C>
[ ] 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 sec. 240.14a-11(c) or sec. 240.14a-12
</TABLE>
BULL RUN CORPORATION
--------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
------------------------------------------------------------------------
(5) Total fee paid:
------------------------------------------------------------------------
[ ] Fee paid previously with preliminary materials:
----------------------------------------------------------------------------
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
------------------------------------------------------------------------
(3) Filing Party:
------------------------------------------------------------------------
(4) Date Filed:
------------------------------------------------------------------------
<PAGE> 2
BULL RUN CORPORATION
4370 PEACHTREE ROAD, N.E.
ATLANTA, GEORGIA 30319
---------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON NOVEMBER 1, 2000
---------------------
To Our Stockholders:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of Bull Run
Corporation, a Georgia corporation, will be held at 10:00 a.m., local time, on
November 1, 2000, at the offices of Bull Run, 4370 Peachtree Road, N.E.,
Atlanta, Georgia, for the following purposes:
1. To elect directors.
2. To consider and vote upon a proposal to ratify the appointment of
Ernst & Young LLP as the independent auditors.
3. To consider and act upon such other business as may properly come
before the meeting.
The board of directors has fixed the close of business on September 15,
2000 as the record date for determining the holders of common stock having the
right to receive notice of, and to vote at, the meeting. Only holders of record
of common stock at the close of business on such date are entitled to notice of,
and to vote at, the meeting. An alphabetical list of stockholders entitled to
vote at the meeting, including their address and number of shares held, will be
available for inspection by any stockholder, stockholder's agent or
stockholder's attorney at the time and place of the meeting.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR" APPROVAL OF THE
FOREGOING PROPOSALS TO BE PRESENTED AT THE MEETING.
Whether or not you expect to attend the meeting, please complete, sign,
date and mail promptly the enclosed proxy that is being solicited on behalf of
the board of directors. A return envelope that requires no postage if mailed in
the United States is enclosed for that purpose. The proxies of stockholders who
attend the meeting in person may be withdrawn and such stockholders may vote
personally at the meeting.
By Order of the Board of Directors,
Robert S. Prather, Jr.
President and Chief Executive Officer
Atlanta, Georgia
September 28, 2000
YOUR VOTE IS IMPORTANT TO US.
PLEASE COMPLETE, SIGN, DATE AND RETURN YOUR PROXY.
<PAGE> 3
BULL RUN CORPORATION
4370 PEACHTREE ROAD, N.E.
ATLANTA, GEORGIA 30319
---------------------
PROXY STATEMENT
---------------------
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON NOVEMBER 1, 2000
This proxy statement is being furnished to the holders of Bull Run
Corporation common stock in connection with the solicitation of proxies by the
Bull Run board of directors for use at the annual meeting of stockholders to be
held at 10:00 a.m., local time, on November 1, 2000, at the offices of Bull Run,
4370 Peachtree Road, N.E., Atlanta, Georgia, or any adjournment or postponement
thereof.
This proxy statement is first being mailed to stockholders of Bull Run on
or about October 2, 2000.
PURPOSE OF THE MEETING
- the election of directors;
- the ratification of the appointment of Ernst & Young LLP as the
independent auditors; and
- the transaction of such other business as may properly come before the
meeting.
REQUIRED VOTES
Election of directors is by a plurality of votes cast. Approval of the
confirmation of Ernst & Young LLP as the independent auditors requires the
affirmative vote of holders of a majority of the shares of Bull Run common stock
present in person or represented by proxy at the meeting and entitled to vote on
the proposal.
RECORD DATE AND VOTING RIGHTS
The Bull Run board of directors has fixed the close of business on
September 15, 2000 as the record date for determining holders of Bull Run common
stock entitled to notice of, and to vote at, the meeting. Only holders of record
of Bull Run common stock on that date will be entitled to notice of, and to vote
at, the meeting. On the record date, 35,085,477 shares of Bull Run common stock
were outstanding and entitled to vote. Each record holder of Bull Run common
stock on the record date is entitled to cast one vote per share, exercisable in
person or by properly executed proxy, on each matter properly submitted for the
vote of the stockholders at the meeting.
The presence, in person or by properly executed proxy, of the holders of a
majority of the outstanding shares of Bull Run common stock entitled to vote at
the meeting is necessary to constitute a quorum and transact business at the
meeting. Abstentions will be counted for purposes of determining a quorum, but
will have the effect of a vote against the matters being voted upon. If a broker
holding shares in street name returns an executed proxy that indicates that the
broker does not have discretionary authority to vote certain shares on one or
more matters, those shares will count towards determining a quorum, but will
have the effect of a vote against the matters being voted upon.
VOTING AND REVOCATION OF PROXIES
All shares of Bull Run common stock that are entitled to vote and are
represented at the meeting by properly executed proxies received before or at
the meeting, and not duly and timely revoked, will be voted at the meeting in
accordance with the instructions indicated on the proxies. If no instructions
are indicated, the proxies will be voted "FOR" the election of directors
specified in this proxy statement and "FOR" the ratification of the appointment
of Ernst & Young LLP as the independent auditors of Bull Run. If any other
matters are
2
<PAGE> 4
properly presented for consideration at the meeting, including consideration of
a motion to adjourn or postpone the meeting to another time or place, the
persons named in the enclosed form of proxy will have discretion to vote on
those matters in accordance with their best judgment.
A Bull Run stockholder may revoke his, her or its proxy at any time before
its use by delivering to the Secretary of Bull Run a signed notice of revocation
or a later, dated, signed proxy or by attending the meeting and voting in
person. Attendance at the meeting will not, in itself, constitute the revocation
of a proxy. All written notices of revocation and other communications with
respect to revocation of proxies should be sent to: Bull Run Corporation, 4370
Peachtree Road, N.E., Atlanta, Georgia 30319, Attention: Corporate Secretary.
The cost of solicitation of proxies will be paid by Bull Run. In addition
to solicitation by mail, proxies may be solicited in person by directors,
officers and employees of Bull Run, without additional compensation, and by
telephone, telegram, facsimile or similar method. Arrangements will be made with
brokerage houses and other custodians, nominees and fiduciaries to send proxy
material to beneficial owners. Bull Run will, upon request, reimburse them for
their reasonable expenses in doing so. Bull Run has retained Mackenzie Partners,
Inc. to assist in the solicitation of proxies in person and by telephone,
telegram, facsimile or similar method. The fee for such services will be
approximately $4,000, plus reimbursement of out-of-pocket expenses.
3
<PAGE> 5
PRINCIPAL STOCKHOLDERS
As of August 31, 2000, Bull Run knew of no person, other than those set
forth below, who is the beneficial owner of more than five percent of the
outstanding shares of Bull Run common stock.
<TABLE>
<CAPTION>
AMOUNT AND
NATURE OF PERCENTAGE
NAME AND ADDRESS OF BENEFICIAL OWNER(1) BENEFICIAL OWNERSHIP OF CLASS
--------------------------------------- -------------------- ----------
<S> <C> <C>
J. Mack Robinson........................................ 7,435,894(2)(3) 21.1%
Harriett J. Robinson.................................... 7,435,894(2)(3) 21.1
Samuel R. Shapiro(4).................................... 4,362,625(4) 12.4
Shapiro Capital Management Company, Inc.(4)............. 3,720,125(4) 10.6
Harriett J. Robinson, Trustee
Jill E. Robinson Trust................................ 3,180,598(2) 9.1
Robert S. Prather, Jr................................... 3,186,338(2)(5) 9.0
Harriett J. Robinson, Trustee
Robin M. Robinson Trust............................... 3,085,598(2) 8.8
Gulf Capital Services, Ltd.............................. 2,673,098(2) 7.6
Robinson-Prather Partnership............................ 2,660,598(2) 7.6
James W. Busby(6)....................................... 2,135,206(6) 6.1
Hilton H. Howell, Jr.................................... 2,036,050(7) 5.8
GE Capital Equity Investments, Inc...................... 1,849,287(8) 5.3
General Electric Capital Corporation.................... 1,849,287(8) 5.3
Charles L. Jarvie....................................... 1,813,719(9) 5.1
</TABLE>
---------------
(1) Except as noted in footnotes (4), (6), (8) and (9), the address of each of
these stockholders is 4370 Peachtree Road, N.E., Atlanta, Georgia 30319.
(2) Includes 2,660,598 shares owned by Robinson-Prather Partnership.
Robinson-Prather Partnership is a Georgia general partnership, the general
partners of which are Robert S. Prather, Jr., President, Chief Executive
Officer, and a director of Bull Run; J. Mack Robinson, Chairman of the
Board of Bull Run; Harriett J. Robinson (the wife of Mr. Robinson);
Harriett J. Robinson, as trustee for Robin M. Robinson Trust; Harriett J.
Robinson, as trustee for Jill E. Robinson Trust and Gulf Capital Services,
Ltd. The partnership agreement for Robinson-Prather Partnership provides
that Messrs. Prather and Robinson have the exclusive control of the
day-to-day operations of the partnership, including the power to vote or
dispose of the shares of common stock owned by Robinson-Prather
Partnership. Each general partner disclaims beneficial ownership of the
shares of common stock owned by Robinson-Prather Partnership, except to the
extent of his pecuniary interest in such shares of common stock, which is
less than the amount disclosed.
(3) Includes as to each of J. Mack Robinson and his wife, Harriett J. Robinson:
1,461,046 shares owned directly by Mr. Robinson; 370,700 shares owned
directly by Mrs. Robinson; 100,000 shares which Mr. Robinson has the right
to acquire through the exercise of options which are currently exercisable
or are exercisable within 60 days after August 31, 2000; an aggregate of
945,000 shares owned directly by the Robin M. Robinson Trust and the Jill
E. Robinson Trust, of each of which Mrs. Robinson is the trustee; an
aggregate of 1,886,050 shares owned by Delta Fire & Casualty Insurance Co.,
Delta Life Insurance Company, Bankers Fidelity Life Insurance Co. and
Georgia Casualty & Surety Co., Georgia corporations of each of which Mr.
Robinson is Chairman of the Board, President and/or principal stockholder
(or the subsidiaries of the same); and 12,500 shares owned by Gulf Capital
Services, Ltd., of which Mr. Robinson is a general partner. Each of Mr. and
Mrs. Robinson disclaims beneficial ownership of the shares owned by the
Robin M. Robinson Trust, the Jill E. Robinson Trust, Delta Fire & Casualty
Insurance Co., Delta Life Insurance Company, Bankers Fidelity Life
Insurance Co., Georgia Casualty & Surety Co. and each other.
(4) Based on a Schedule 13G dated January 11, 2000, the address for Mr. Shapiro
and Shapiro Capital Management Company, Inc., a Georgia corporation, is
3060 Peachtree Road, N.W., Atlanta, Georgia 30305. The Schedule 13G reports
that Mr. Shapiro is the President, a director and majority stockholder
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<PAGE> 6
of Shapiro Capital Management, Inc., which reported voting and dispositive
power for 3,720,125 shares of Common Stock. Additionally, the Schedule 13G
reported sole voting and dispositive power for 557,500 shares owned by The
Kaleidoscope Fund, L.P., a Georgia limited partnership, and 85,000 shares
owned by Mr. Shapiro's wife. Shapiro Capital Management, Inc. is an
investment adviser under the Investment Advisers Act of 1940, having the
authority to direct investments of its advisory clients. Mr. Shapiro
disclaims beneficial ownership of all securities reported herein by Shapiro
Capital Management, Inc.
(5) Includes 347,740 shares issuable upon the exercise of options which are
currently exercisable or are exercisable within 60 days after August 31,
2000.
(6) Includes an aggregate of 62,044 shares owned by Mr. Busby's two children
and 10,000 shares issuable upon the exercise of options which are currently
exercisable or are exercisable 60 days after August 31, 2000. The address
for Mr. Busby is 1936 London Lane, Wilmington, North Carolina 28405.
(7) Includes 125,000 shares which Mr. Howell has the right to acquire through
the exercise of currently exercisable options; and an aggregate of
1,580,000 shares owned by Delta Fire & Casualty Insurance Co., Delta Life
Insurance Co., Bankers Fidelity Life Insurance Co. and Georgia Casualty &
Surety Co., Georgia corporations of each of which Mr. Howell is Executive
Vice President. Mr. Howell is married to Robin R. Howell, Mr. Robinson's
daughter and a beneficiary of the Robin M. Robinson Trust, which is a
general partner of Robinson-Prather Partnership. Mr. Howell disclaims
beneficial ownership of the shares of common stock owned by Delta Fire &
Casualty Insurance Co., Delta Life Insurance Company, Bankers Fidelity Life
Insurance Co., Georgia Casualty & Surety Co., Robinson-Prather Partnership
and the Robin M. Robinson Trust.
(8) Based on a Schedule 13G dated February 15, 2000, the address for GE Capital
Equity Investments, Inc., a Delaware corporation ("GECEI"), and General
Electric Capital Corporation, a New York corporation ("GE Capital"), is 120
Long Ridge Road, Stamford, Connecticut 06927. The Schedule 13G reports that
GECEI is a subsidiary of GE Capital, which reported voting and dispositive
power for 1,849,287 shares of common stock. Each of GECEI and GE Capital
disclaims beneficial ownership of shares owned by the other.
(9) Includes 654,658 shares issuable upon the exercise of options which are
currently exercisable or are exercisable within 60 days after August 31,
2000. Mr. Jarvie was a director of Bull Run from February 2000 until June
2000.
5
<PAGE> 7
SECURITY OWNERSHIP OF MANAGEMENT
The following table sets forth information regarding the beneficial
ownership of common stock as of August 31, 2000 by (1) each director, (2) each
named executive officer of Bull Run and (3) all current directors and executive
officers of Bull Run as a group.
<TABLE>
<CAPTION>
AMOUNT AND NATURE OF
BENEFICIAL OWNERSHIP
OF BULL RUN COMMON
STOCK AS OF PERCENTAGE
NAME OF BENEFICIAL OWNER POSITION WITH BULL RUN AUGUST 31, 2000 OF CLASS
------------------------ -------------------------- -------------------- -------------------
<S> <C> <C> <C>
J. Mack Robinson.......... Chairman of the Board 7,435,894(1)(2)(3) 21.1%
Robert S. Prather, Jr..... Director, President and 3,186,338(1)(2) 9.0
Chief Executive Officer
James W. Busby............ Director 2,135,206(1)(4) 6.1
Hilton H. Howell, Jr...... Director; Vice President 2,036,050(1)(5) 5.8
and Secretary
W. James Host............. Director 1,768,325(1) 4.9
Gerald N. Agranoff........ Director 95,000(1) (6)
Frederick J. Erickson..... Vice President -- Finance 91,116(1) (6)
All current directors and
current executive
officers as a group (6
persons)................ 12,188,781(7) 33.4
</TABLE>
---------------
(1) Includes, as to Mr. Robinson, 100,000 shares of Bull Run common stock; as
to Mr. Prather, 347,740 shares of Bull Run common stock; as to Mr. Busby,
10,000 shares of Bull Run common stock; as to Mr. Howell, 150,000 shares of
Bull Run common stock; as to Mr. Host, 654,658 shares of Bull Run common
stock; as to Mr. Agranoff, 95,000 shares of Bull Run common stock; and as
to Mr. Erickson, 82,000 shares of Bull Run common stock; which each had the
right to acquire through exercise of options which are currently
exercisable or are exercisable within 60 days after August 31, 2000.
(2) Includes 2,660,598 shares owned by Robinson-Prather Partnership.
Robinson-Prather Partnership is a Georgia general partnership, the general
partners of which are Robert S. Prather, Jr., President, Chief Executive
Officer, and a director of Bull Run, J. Mack Robinson, Chairman of the
Board of Bull Run, Harriett J. Robinson (the wife of Mr. Robinson);
Harriett J. Robinson, as trustee for the Robin M. Robinson Trust; Harriett
J. Robinson, as trustee for the Jill E. Robinson Trust; and Gulf Capital
Services, Ltd. The partnership agreement for Robinson-Prather Partnership
provides that Messrs. Prather and Robinson have the exclusive control of
the day-to-day operations of the partnership, including the power to vote
or dispose of the shares of Bull Run common stock owned by Robinson-
Prather Partnership. Each of Messrs. Robinson and Prather disclaims
beneficial ownership of the shares of Bull Run common stock owned by
Robinson-Prather Partnership, except to the extent of his pecuniary
interest in such shares of Bull Run common stock, which is less than the
amount disclosed.
(3) Includes 1,461,046 shares owned directly by Mr. Robinson; 370,700 shares
owned directly by Harriett J. Robinson, Mr. Robinson's wife; an aggregate
of 945,000 shares owned directly by the Robin M. Robinson Trust and the
Jill E. Robinson Trust, of each of which Mrs. Robinson is the trustee; an
aggregate of 1,886,050 shares owned by Delta Fire & Casualty Insurance Co.,
Insurance Company, Delta Life Bankers Fidelity Life Insurance Co. and
Georgia Casualty and Surety Co., of each of which Mr. Robinson is Chairman
of the Board, President and/or principal stockholder (or the subsidiaries
of the same); and 12,500 shares owned by Gulf Capital Services, Ltd., of
which Mr. Robinson is a general partner. Each of Mr. and Mrs. Robinson
disclaims beneficial ownership of the shares of Common Stock owned by the
Robin M. Robinson Trust, the Jill E. Robinson Trust, Delta Fire & Casualty
Insurance Co., Delta Life Insurance Company, Bankers Fidelity Life
Insurance Co., Georgia Casualty & Surety Co. and each other.
(4) Includes an aggregate of 62,044 shares owned by Mr. Busby's two children.
6
<PAGE> 8
(5) Includes an aggregate of 1,886,050 shares owned by Delta Fire & Casualty
Insurance Co., Delta Life Insurance Co., Bankers Fidelity Life Insurance
Co., and Georgia Casualty & Surety Co., of each of which Mr. Howell is
Executive Vice President. Mr. Howell is married to Robin R. Howell, Mr.
Robinson's daughter and a beneficiary of the Robin M. Robinson Trust, which
is a general partner of Robinson-Prather Partnership. Mr. Howell disclaims
beneficial ownership of the shares of Common Stock owned by Delta Fire &
Casualty Insurance Co., Delta Life Insurance Company, Bankers Fidelity Life
Insurance Co., Georgia Casualty & Surety Co., Robinson-Prather Partnership,
and the Robin M. Robinson Trust.
(6) Less than 1%.
(7) Includes 1,439,398 shares of common stock issuable upon the exercise of
options which are currently exercisable or are exercisable within 60 days
after August 31, 2000.
Except as noted in the footnotes above, (i) none of such shares is known by
Bull Run to be shares with respect to which such beneficial owner has the right
to acquire such shares and (ii) Bull Run believes that the beneficial holders
listed above have sole voting and investment power regarding the shares shown as
being beneficially owned by them.
7
<PAGE> 9
ELECTION OF DIRECTORS
NOMINEES
At the Bull Run meeting, six directors are to be elected to hold office
(subject to Bull Run's bylaws) until the next annual meeting of stockholders and
until their successors have been elected and qualified. In case any nominee
listed in the table below should be unavailable for any reason, which management
has no reason to anticipate, the proxy will be voted for any substitute nominee
or nominees who may be selected by management prior to or at the meeting or, if
no substitute is selected by management prior to or at the meeting, for a motion
to reduce the membership of the board to the number of nominees available.
Set forth below is certain information concerning each of the nominees.
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION DURING THE YEAR FIRST
PAST FIVE YEARS, ANY OFFICE HELD ELECTED A
NAME AGE WITH BULL RUN, AND OTHER DIRECTORSHIPS DIRECTOR
---- --- ----------------------------------------------- ----------
<S> <C> <C> <C>
J. Mack Robinson..................... 77 Chairman of the Board since 1994 and Secretary 1992
and Treasurer of Bull Run in 1994; Chairman of
the Board and President of Delta Life Insurance
Company since 1958; President of Atlantic
American Corporation, (an insurance holding
company) from 1988 to 1995, and Chairman of the
Board of Atlantic American Corporation since
1974; director of Gray Communications Systems,
Inc., (a media corporation); President and
Chief Executive Officer of Gray Communications
Systems, Inc. since 1996; director emeritus of
Wachovia Corporation
Gerald N. Agranoff................... 53 Managing general partner of SES Family 1990
Investment & Trading Partnership, L.P. (an
investment partnership); member of Asher B.
Edelman & Associates, LLC (a manager for a
value oriented investment fund); and a general
partner of, and general counsel to, Edelman
Securities Company, L.P. (a registered
broker-dealer), having been affiliated with the
firm since 1982; Vice President, general
counsel and a director of Dynacore Holdings
Corporation, the successor company to Datapoint
Corporation (a company engaged in computer and
software related activities); director of Canal
Capital Corporation and Atlantic Gulf
Communities Corporation
James W. Busby....................... 46 President of Del Mar of Wilmington Corporation 1994
(a real estate development company) since 1997;
President of Datasouth Computer Corporation, a
subsidiary of Bull Run since 1994, from 1984 to
1997; one of the founders of Datasouth in 1977,
serving as Secretary from 1977 until 1984
W. James Host........................ 62 Chief Executive Officer since 1972 and founder 1999
of Host Communications, Inc., a subsidiary of
Bull Run since 1999; director of Rawlings
Sporting Goods Company, Inc.
</TABLE>
8
<PAGE> 10
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION DURING THE YEAR FIRST
PAST FIVE YEARS, ANY OFFICE HELD ELECTED A
NAME AGE WITH BULL RUN, AND OTHER DIRECTORSHIPS DIRECTOR
---- --- ----------------------------------------------- ----------
<S> <C> <C> <C>
Hilton H. Howell, Jr. ............... 38 Vice President and Secretary of Bull Run since 1994
1994; President and Chief Executive Officer of
Atlantic American Corporation (an insurance
holding company) since 1995 and Executive Vice
President from 1992 to 1995; Executive Vice
President and General Counsel of Delta Life
Insurance Company and Delta Fire & Casualty
Insurance Co. since 1991; Executive Vice
President, since September 2000, and director
of Gray Communications Systems, Inc.
Robert S. Prather, Jr. .............. 55 President and Chief Executive Officer of Bull 1992
Run since 1992; director of Gray Communications
Systems, Inc. since 1993 and Executive Vice
President since 1996; director of The Morgan
Group, Inc. and Rawlings Sporting Goods
Company, Inc.
</TABLE>
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934 requires Bull Run's
directors and executive officers, and persons who own more than 10 percent of
the Bull Run common stock, to file with the Securities and Exchange Commission
initial reports of ownership (Form 3) and reports of changes in ownership (Forms
4 and 5) of Common Stock. To Bull Run's knowledge, based solely on review of the
copies of such reports furnished to Bull Run and representations that no other
reports were required during the year ended June 30, 2000 all Section 16(a)
filing requirements applicable to Bull Run's officers, directors and greater
than 10 percent beneficial owners were met.
BOARD COMMITTEES AND MEMBERSHIP
The Bull Run board of directors has an Audit Committee, the purpose of
which is to review and evaluate the results and scope of the audit and other
services provided by Bull Run's independent auditors, as well as Bull Run's
accounting principles and system of internal accounting controls, and to review
and approve any transactions between Bull Run and its directors, officers or
significant stockholders. The Audit Committee held one meeting during the fiscal
year ended June 30, 2000. The members of the Audit Committee are Messrs.
Agranoff, Busby and Howell.
The Bull Run board has a Management Compensation and Stock Option
Committee, the purpose of which is to set the compensation of Bull Run's
President and Chief Executive Officer and other executive officers and to review
executive job performance, as well as the overall management compensation
program. The Compensation and Stock Option Committee held one meeting during the
fiscal year ended June 30, 2000, and its members are Messrs. Agranoff, Busby and
Robinson.
Bull Run does not have a nominating committee. The Bull Run board of
directors held two meetings during the fiscal year ended June 30, 2000. During
the fiscal year ended June 30, 2000 each of the directors standing for election
attended at least 75% of the aggregate number of meetings of the board of
directors and meetings of all committees of the board on which such director
served.
9
<PAGE> 11
MANAGEMENT COMPENSATION
The following table contains information about the compensation earned by
Bull Run's President and Chief Executive Officer and the other executive officer
of Bull Run who earned more than $100,000 for the fiscal year ended June 30,
2000.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM
COMPENSATION AWARDS
----------------------------
ANNUAL COMPENSATION RESTRICTED SECURITIES
------------------- STOCK UNDERLYING ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS AWARDS OPTIONS SARS(#) COMPENSATION
--------------------------- ------- -------- -------- ---------- --------------- ------------
<S> <C> <C> <C> <C> <C> <C>
Robert S. Prather, Jr. ...... 2000 $388,000 $125,000 $10,000(1)
President Chief Executive 1999
Officer of Bull Run (6 mos.) 176,346 9,600(1)
1998 339,580 125,000 -- -- 9,600(1)
1997 332,018 100,000 -- 300,000 shares 9,500(1)
Frederick J. Erickson........ 2000 $140,500 $ 36,377 10,613(1)
Vice President -- Finance
of 1999
Bull Run and Executive (6 mos.) 65,846 -- 50,000 shares 5,298(1)
Vice President of Datasouth 1998 122,962 22,450 -- -- 9,600(1)
1997 112,831 12,626 -- -- 7,854(1)
</TABLE>
---------------
(1) Consists of employer contributions to the defined contribution retirement
plan.
Robert S. Prather, Jr., a director who is also an employee of Bull Run,
received fees of $4,500 during the fiscal year ended June 30, 2000 for his
services as a director. Directors of Bull Run or its subsidiaries are entitled
to a fee of $15,000 per year for their services as directors and are reimbursed
for their expenses for each meeting attended. During the fiscal year ended June
30, 2000, W. James Host waived his right to receive a director's fee. Directors
who are not employees of Bull Run or its subsidiaries are eligible to receive
stock options under Bull Run's Non-Employee Directors' 1994 Stock Option Plan.
In 1999, each of Gerald N. Agranoff and James W. Busby, directors of Bull Run,
was granted an option to purchase up to 5,000 shares of Bull Run common stock at
an exercise price of $3.94 per share (the market value of Bull Run common stock
on the date of grant) under the 1994 Non-Employee Directors' Plan. In 1998, each
of Gerald N. Agranoff and James W. Busby, directors of Bull Run, was granted an
option to purchase up to 5,000 shares of Common Stock at an exercise price of
$4.38 per share (the market value of Bull Run common stock on the date of grant)
under the 1994 Non-Employee Directors' Plan.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
J. Mack Robinson, Gerald N. Agranoff and James W. Busby are the members of
Bull Run's Compensation and Stock Option Committee. Mr. Robinson, Chairman of
the Board of the Company, is also President and Chief Executive Officer of Gray
Communications Systems, Inc., Bull Run's 13.1%-owned affiliate, and serves on
the Compensation Committee of Gray. Robert S. Prather, Jr., President, Chief
Executive Officer and a director of Bull Run, is also Executive Vice President
and a director of Gray. Hilton H. Howell, Jr., Vice President, Secretary and a
director of Bull Run, is also Executive Vice President and a director of Gray.
Mr. Busby was President of Datasouth Computer Corporation, Bull Run's wholly
owned subsidiary, from 1984 until his retirement in 1997.
Bull Run provides consulting services to Gray from time to time in
connection with Gray's acquisitions, dispositions and acquisition financing.
During the fiscal year ended June 30, 2000, Bull Run charged Gray fees totaling
$1,290,000 for such services. Gray also owns an option to purchase Bull Run's
investment in Sarkes
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<PAGE> 12
Tarzian, Inc. Fees paid to Bull Run by Gray in connection with this option and a
related finders' fee were $917,000 during the fiscal year ended June 30, 2000.
EMPLOYMENT AGREEMENTS
Robert S. Prather, Jr. was a party to an employment agreement with Bull
Run, which expired in December 1999. Mr. Prather's agreement provided that he
serve as President and Chief Executive Officer of Bull Run at an annual salary
of $325,000, subject to increase at the discretion of the Bull Run board of
directors.
Datasouth, Bull Run's wholly-owned subsidiary, had an agreement, which
expired on March 31, 2000, with Frederick J. Erickson, Datasouth's Executive
Vice President -- Finance & Administration, Chief Financial Officer, Treasurer,
and Secretary. The agreement obligated Datasouth to pay Mr. Erickson 100% of his
annual base salary for a 12-month period in the event employment is terminated
within 12 months of a "Change of Control" of Datasouth, as defined in the
agreement. The agreement also obligated Datasouth to continue to provide medical
and dental benefits and life insurance coverage to Mr. Erickson for a period of
one year following termination of his employment.
STOCK OPTIONS
The following table sets forth information concerning stock options granted
during the fiscal year ended June 30, 2000 to the named executive officers. The
options were granted pursuant to the Company's 1994 Long Term Incentive Plan.
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE
% OF TOTAL VALUE AT ASSUMED
NUMBER OF OPTIONS ANNUAL RATES OF STOCK
SECURITIES GRANTED TO PRICE APPRECIATION FOR
UNDERLYING EMPLOYEES EXERCISE OPTION TERM(3)
OPTIONS IN FISCAL OR BASE -----------------------
NAME GRANTED(#) PERIOD PRICE EXPIRATION DATE 5%($) 10%($)
---- ---------- ----------- -------- ----------------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
Robert S. Prather, Jr..... 18,185(1) $0.34 September 1, 2006 $ 44,498 $ 61,370
18,185(1) 0.34 July 23, 2007 46,761 67,374
18,185(1) 0.34 June 2, 2008 49,011 73,607
18,185(1) 0.34 January 8, 2009 50,617 78,236
------ -------- --------
72,740(1) 2.3%(2) $190,887 $280,586
====== ======== ========
</TABLE>
---------------
(1) All options were granted as a result of a merger agreement effective
December 17, 1999, whereby Mr. Prather's options to purchase Host
Communications, Inc. common stock were converted to options to purchase Bull
Run common stock.
(2) Options for a total of 3,169,266 shares were granted to employees during the
fiscal year ended June 30, 2000, of which, 2,994,266 were issued in
connection with the merger agreement effective December 17, 1999.
(3) Represents the potential appreciation of the options over their stated term,
based upon assumed compounded rate of appreciation of 5% per year and 10%
per year, using the June 30, 2000 market value of $2.06 as the basis upon
which the price appreciates. The amounts set forth in these columns are not
intended as forecasts of future appreciation, which is dependent upon the
actual increase, if any, in the market price of the underlying shares, and
there is no assurance that the amounts of appreciation shown in the table
actually will be realized.
11
<PAGE> 13
The following table sets forth information concerning outstanding and
unexercised options held by the named executive officers set forth in the table
above as of June 30, 1999.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
VALUE OF EXERCISABLE
CLOSING UNEXERCISABLE IN-THE-
EXERCISE UNEXERCISABLE EXERCISE PRICE AT IN-THE-MONEY MONEY
NAME OPTIONS OPTIONS PRICE 6/30/00 OPTIONS OPTIONS
---- ----------- ------------- -------- -------- -------------- ------------
<S> <C> <C> <C> <C> <C> <C>
Robert S. Prather, Jr........... 72,740 $0.34 $2.06 $125,026
75,000 0.75 2.06 98,437
200,000 2.68 2.06
------- --------
347,740 $223,463
======= ========
Frederick J. Erickson........... 72,000 $0.88 $2.06 $ 85,500
10,000 40,000 3.69 2.06
------- ------ --------
82,000 40,000 $ 85,500
======= ====== ========
</TABLE>
REPORT OF THE COMPENSATION AND STOCK OPTION COMMITTEE
Bull Run's executive compensation program is administered by the Management
Compensation and Stock Option Committee of the board of directors, a committee
currently composed of Gerald N. Agranoff, James W. Busby and J. Mack Robinson,
all of whom are non-employee directors. The Compensation Committee makes
recommendations to the board of directors concerning the overall philosophy of
Bull Run's executive compensation program, which consists of base salaries,
annual incentives and long-term incentives, and makes determinations with
respect to the grant of incentive awards, stock options and restricted stock
awards to the executive officers and certain employees of Bull Run and its
subsidiaries.
Executive Compensation Philosophy. Bull Run's executive compensation
program is designed to attract, retain and motivate qualified executive
personnel by recognizing and rewarding their accomplishments in support of Bull
Run and its subsidiaries' businesses. The Compensation Committee's approach to
structuring the total compensation package emphasizes base salary and annual
incentive opportunities, along with significant long-term incentive
opportunities that strongly link executive rewards to long-term stockholder
value creation. Bull Run does not provide any significant executive perquisites
as part of this total compensation package.
Competitive Market Reviews. Each year the Compensation Committee reviews
Bull Run's executive compensation philosophy and the effectiveness and
competitiveness of key executive compensation programs. The Compensation
Committee determines what changes, if any, are appropriate in the compensation
programs for the following year. In conducting this annual review, the
Compensation Committee may use salary surveys, reports and other data prepared
by independent compensation consultants, although it did not do so in fiscal
2000.
Components of the Executive Compensation Program. The Compensation
Committee's policy for determining an executive's base salary, annual incentive
award and long-term incentive compensation is based on the responsibility of
such executive, his impact on the operations and profitability of Bull Run or of
the business unit for which such executive has operating responsibility and the
knowledge and experience of such executive. The following describes the various
factors affecting the Compensation Committee's decisions relating to each
component of Bull Run's executive compensation package:
Base Salary. Base salary is intended to provide compensation equal to
the average compensation levels at comparable companies for equivalent
positions. Although the Compensation Committee believes that its
compensation structure is similar to that of other comparable companies, it
did not specifically compare such structure with that of other companies in
fiscal 2000.
12
<PAGE> 14
Annual Incentive Awards. Each executive officer is eligible to
receive an annual cash incentive award. The amount of the award, like the
base salary level, is set with reference to competitive conditions, as will
as to the individual's responsibility, knowledge, and experience, and his
contribution to Bull Run or to the business unit for which the individual
is responsible. Since these determinations are subjective in nature, the
Compensation Committee does not assign relative weights to the matters
considered. In 1999, the annual incentive award for Messrs. Prather
(President and Chief Executive Officer) and Erickson (Vice
President -- Finance) represented 32% and 26% respectively, of their base
salaries.
Long-Term Incentive Compensation. Bull Run's long-term incentive
compensation program is designed to provide equity awards, which are
intended to be directly related to the creation of value for Bull Run's
stockholders. Long-term incentive compensation consists principally of
stock options which generally vest over a period of three to five years.
The principal purpose of the long-term incentive compensation program is to
reward Bull Run's executives for enhancing the value of Bull Run and,
hence, the price of Bull Run common stock and, therefore, stockholders'
return. Additionally, this component of the compensation program (through
deferred vesting) is designed to create an incentive for the individual to
remain with Bull Run. During fiscal 2000, no options were granted to the
executive officers of Bull Run (except for options granted to Mr. Prather
as a result of the terms of a merger agreement whereby Mr. Prather's
options to purchase shares of Host Communications, Inc. were exchanged for
options to purchase shares of Bull Run) because such officers had received
stock option grants in previous years.
Benefits. Bull Run offers basic benefits, such as medical, life and
disability insurance, which Bull Run believes are comparable to those
provided by other companies similar to Bull Run. Bull Run does not have an
executive retirement plan nor does it provide other benefits, such as
country club memberships, financial counseling or supplemental medical
plans.
Chief Executive Officer. Mr. Prather's base salary for fiscal 2000
was set in accordance with his employment agreement and the amount of his
annual incentive award for fiscal 2000 was based on the philosophy and
programs described above. The fiscal 2000 annual incentive award
principally reflected the achievement of many of Bull Run's fiscal 2000
business objectives and also included the Compensation Committee's
subjective evaluation of Mr. Prather's performance during fiscal 2000.
MEMBERS OF THE MANAGEMENT COMPENSATION AND STOCK OPTION COMMITTEE
The members of the Management Compensation and Stock Option Committee are:
Gerald N. Agranoff
James W. Busby
J. Mack Robinson
CERTAIN TRANSACTIONS
Bull Run leases office space from Delta Life Insurance Company, a company
of which J. Mack Robinson is Chairman of the Board and principal stockholder.
Mr. Robinson is the Chairman of the Board of Bull Run. The term of the lease is
for 10 years beginning January 1, 1993 and requires total basic annual rent
payments of $164,976 over the 10-year term, plus a pro rata share of expenses.
In 1998, under its previously announced Stock Repurchase Program, Bull Run
purchased 40,000 shares of Bull Run common stock from Gerald N. Agranoff, a
director of Bull Run, for $3.69 per share, the market price of the Bull Run
common stock on the date of the purchase. Also in 1998, James W. Busby, a
director of Bull Run, exercised an option to purchase 225,000 shares of Bull Run
common stock at $.96 per share by exchanging 50,956 shares of Bull Run common
stock at its then current market price of $4.25 per share. In 1997, under the
Stock Repurchase Program, Bull Run purchased 500,000 shares of Bull Run common
stock from Mr. Busby for $2.50 per share, the market price of the Bull Run
common stock on the date of the purchase.
13
<PAGE> 15
In connection with a bank commitment to lend up to $130 million to Bull
Run, Mr. Robinson, Bull Run's Chairman of the Board, executed a guarantee
agreement in favor of the bank, for which he received for the year ending
December 31, 2000, compensation consisting of 304,688 shares of Bull Run common
stock, valued at approximately $1,219,000, representing 1.625% of the amount of
Mr. Robinson's guarantee. Such agreement provides that if Bull Run defaults on
its bank loan, Mr. Robinson will repay the amount of such loan to the bank. If
Mr. Robinson is obligated to pay such amount, he would have the right to
purchase certain of Bull Run's collateral under such loan as would be necessary
for him to recoup his obligation, with such collateral including Bull Run's
investments in Gray class A and class B common stock, warrants to purchase Gray
class A and class B common stock, Gray series A and series B preferred stocks
and Sarkes Tarzian common stock. Mr. Robinson will be released from the
guarantee agreement under certain conditions, which include repayment of all or
a specified portion of the debt.
Prior to December 17, 1999, the date on which Host Communications was
acquired by the Company, Host Communications loaned Mr. Host, Chief Executive
Officer of Host Communications and currently a director of Bull Run, $385,000
under an interest-bearing demand note. Interest accrued through December 17,
1999 was $229,610. The note has been non-interest bearing since December 17,
1999. In connection with the bank commitment discussed above, Mr. Host executed
an agreement in favor of the bank, under which he pledged $3,000,000 in cash,
1,113,667 shares of Bull Run common stock and options to purchase 53,600 shares
of Bull Run common stock. In consideration for such pledge during the year
ending December 31, 2000, Bull Run forgave $162,500 of the interest accrued and
payable on Mr. Host's note to Host Communications, representing 1.625% of the
value of Mr. Host's pledged assets.
On March 1, 1999, Bull Run executed an option agreement with Gray, whereby
Gray has the option to acquire the Sarkes Tarzian investment from Bull Run for
$10 million plus related costs. Gray has the ability to extend the option period
in 30 day increments at a fee of $66,700 per extension, and has extended this
option through September 30, 2000. In connection with the option agreement, Bull
Run received from Gray warrants to acquire 100,000 shares of Gray's class B
common stock at $13.625 per share. The warrants will vest immediately upon
Gray's exercise of the option. The warrants expire 10 years from the date on
which Gray exercises its option.
W. James Host owns a 10 percent interest in the owner of two buildings
leased to Host Communications, a subsidiary of Bull Run, for an aggregate rental
of $500,000 per year.
W. James Host has an agreement with Host Communications, under which he is
entitled to receive $200,000 annually, in monthly installments for a period of
eight years commencing with the termination of his employment with Host
Communications.
In connection with Bull Run's acquisition of Host Communications in
December 1999, Bull Run issued W. James Host, Robert S. Prather, Jr., and
certain other stockholders of Host Communications, as partial consideration for
Mr. Host's, Mr. Prather's and such other stockholders' securities in Host
Communications, Bull Run's 8% promissory note due in January 2003. The principal
amount of Mr. Host's promissory note is $1,760,600 and the principal amount of
Mr. Prather's promissory note is $72,422.
14
<PAGE> 16
PERFORMANCE GRAPH
The following graphs compare the cumulative total return on Bull Run common
stock during the past five years with the cumulative total return during the
same period of the stocks which comprise the Nasdaq Stock Market (U.S.
companies) and the Dow Jones Advertising Index, and the Nasdaq Stock Market
(U.S. Companies), the Nasdaq Computer and Office Equipment Index and NYSE
Television Broadcasting Stations Index.
The Nasdaq Stock Market (U.S. companies), the Dow Jones Advertising Index,
the Nasdaq Computer and Office Equipment Index and the NYSE Television
Broadcasting Stations Index are weighted by market capitalization. Bull Run has
selected the Dow Jones Advertising Index as a result of its acquisition of Host
Communications, Inc. in December 1999, the broad industry in which this
wholly-owned subsidiary principally operates. Bull Run has selected the NYSE
Television Broadcasting Stations Index as a result of its significant investment
in Gray Communications and the Nasdaq Computer and Office Equipment Index, which
is the industry in which Bull Run's wholly-owned subsidiary, Datasouth,
operates. These indices are no longer used due to Bull Run's decision to sell
Datasouth and the significance of Bull Run's new subsidiary, Host
Communications.
The graphs reflect the investment of $100 on December 31, 1994 in Bull Run
common stock, in the stocks in the Nasdaq Stock Market (U.S. companies), the Dow
Jones Advertising Index, the Nasdaq Computer and Office Equipment Index and the
NYSE Television Broadcasting Stations Index. Dividends are assumed to have been
reinvested as paid.
<TABLE>
<CAPTION>
NASDAQ STOCK MARKET (US DOW JONES ADVERTISING
BULL RUN CORP COMPANIES) INDEX
------------- ----------------------- ---------------------
<S> <C> <C> <C>
12/31/94 100.00 100.00 100.00
12/31/95 177.89 141.34 140.89
12/31/96 130.77 173.89 161.60
12/31/97 236.54 213.05 270.37
12/31/98 207.69 300.42 396.32
12/31/99 361.54 558.46 664.54
Cumulative Return 261.54% 458.46% 564.54%
</TABLE>
15
<PAGE> 17
<TABLE>
<CAPTION>
NASDAQ STOCKS (RADIO NASDAQ STOCKS
NASDAQ STOCK MARKET & TELEVISION (COMPUTER & OFFICE
BULL RUN CORP (US COMPANIES) BROADCASTING STATIONS) EQUIPMENT INDEX)
------------- ------------------- ---------------------- ------------------
<S> <C> <C> <C> <C>
12/31/94 100.00 100.00 100.00 100.00
12/31/95 177.89 141.34 121.37 159.74
12/31/96 130.77 173.89 142.40 219.69
12/31/97 236.54 213.05 271.10 264.94
12/31/98 207.69 300.42 321.92 583.55
12/31/99 361.54 558.46 632.69 1239.74
Cumulative Return 261.54% 458.46% 532.69% 1139.74%
</TABLE>
Dow Jones Advertising Index includes primarily companies whose SIC (Standard
Industrial Classification) begins with 731.
Nasdaq Computer and Office Equipment Index includes companies whose SIC
(Standard Industrial Classification) begins with 357.
NYSE Television Broadcasting Stations Index includes companies whose SIC
(Standard Industrial Classification) begins with 483.
CONFIRMATION OF APPOINTMENT OF AUDITORS
The Bull Run board of directors recommends that the stockholders confirm
the appointment of Ernst & Young LLP to audit the books and accounts of Bull Run
for the fiscal year ending June 30, 2001.
Representatives of Ernst & Young LLP are expected to be available at the
meeting of stockholders to respond to appropriate questions and will be given
the opportunity to make a statement if they so desire.
STOCKHOLDER PROPOSALS
If a Bull Run stockholder notifies Bull Run after August 12, 2001 of an
intent to present a proposal at Bull Run's 2001 annual meeting, Bull Run will
have the right to exercise its discretionary voting authority with respect to
such proposal, if presented at the meeting, without including information
regarding such proposal in its proxy materials. Stockholder proposals to be
presented at the 2001 annual meeting must be received by Bull Run on or before
June 15, 2001 for inclusion in the proxy statement and proxy card relating to
16
<PAGE> 18
that meeting. Such proposals must also meet the other requirements of the rules
of the Securities and Exchange Commission relating to stockholders' proposals.
WHERE STOCKHOLDERS CAN FIND MORE INFORMATION
Bull Run has filed an Annual Report on Form 10-K for the fiscal year ended
June 30, 2000 with the Securities and Exchange Commission. Stockholders may
obtain, without charge, a copy of the Form 10-K (without exhibits) by requesting
a copy in writing or by telephone from Bull Run at the following address:
Bull Run Corporation
4370 Peachtree Road, N.E.
Atlanta, Georgia 30319
(404) 266-8333
Attention: Investor Relations
The exhibits to the Form 10-K are available upon payment of charges which
approximate Bull Run's reproduction costs. If you would like to request
documents, please do so by October 15, 2000 to receive them before the Bull Run
stockholders' annual meeting.
By Order of the Board of Directors,
Robert S. Prather, Jr.
President and Chief Executive Officer
Atlanta, Georgia
September 28, 2000
STOCKHOLDERS ARE REQUESTED TO COMPLETE, DATE AND SIGN THE ENCLOSED PROXY
AND RETURN IT IN THE ENCLOSED ADDRESSED ENVELOPE. NO POSTAGE IS REQUIRED IF
MAILED IN THE UNITED STATES. YOUR PROMPT RESPONSE WILL BE HELPFUL AND YOUR
COOPERATION WILL BE APPRECIATED.
17
<PAGE> 19
BULL RUN CORPORATION
4370 PEACHTREE ROAD, N.E. / ATLANTA, GEORGIA 30319
PROXY FOR ANNUAL MEETING OF STOCKHOLDERS NOVEMBER 1, 2000
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS.
The undersigned stockholder of Bull Run hereby appoints each of Robert S.
Prather, Jr. and Frederick J. Erickson, attorneys and proxies with full power of
substitution, to represent the undersigned and vote all shares of the common
stock of Bull Run which the undersigned is entitled to vote, with all powers the
undersigned would possess if personally present, at the annual meeting of
stockholders of Bull Run to be held at 10:00 A.M., on November 1, 2000, at 4370
Peachtree Road, N.E., Atlanta, Georgia and at any adjournments or postponements
thereof, with respect to the proposals hereinafter set forth and upon such other
matters as may properly come before the Meeting and any adjournments or
postponements thereof.
This proxy when properly executed, will be voted in the manner directed herein
by the undersigned stockholder.
STOCKHOLDERS WISHING TO VOTE BY TELEPHONE MAY DO SO BY CALLING TOLL-FREE ON A
TOUCH-TONE TELEPHONE 1-888-216-1341 AND FOLLOWING THE RECORDED INSTRUCTIONS.
STOCKHOLDERS MAY ALSO VOTE ON THE INTERNET BY LOGGING ON TO
http://www.proxyvotenow/bull AND FOLLOWING THE INSTRUCTIONS APPEARING ON THAT
SITE.
UNLESS OTHERWISE SPECIFIED, THIS PROXY WILL BE VOTED "FOR" THE ELECTION OF ALL
NOMINEES AS DIRECTORS OF THE COMPANY, "FOR" THE RATIFICATION OF THE APPOINTMENT
OF ERNST & YOUNG LLP AS AUDITORS OF THE COMPANY AND IN THE DISCRETION OF THE
PROXIES WITH RESPECT TO ALL OTHER MATTERS WHICH MAY PROPERLY COME BEFORE THE
ANNUAL MEETING AND ANY ADJOURNMENTS THEREOF. THE UNDERSIGNED ACKNOWLEDGES
RECEIPT OF THE ACCOMPANYING NOTICE OF ANNUAL MEETING AND PROXY STATEMENT.
Please mark boxes [X] in blue or black ink.
1. Election of Directors
<TABLE>
<S> <C> <C> <C>
[ ] FOR all nominees listed below (EXCEPT AS MARKED TO THE [ ] WITHHOLD AUTHORITY to vote for all nominees
CONTRARY BELOW) listed below
</TABLE>
Nominees: J. Mack Robinson (01), Gerald N. Agranoff (02), James W. Busby
(03), W. James Host (04), Hilton H. Howell, Jr. (05) and
Robert S. Prather, Jr. (06)
Instruction: To withhold authority to vote for any individual nominee, write
that nominee's name in the space provided below.
--------------------------------------------------------------------------------
2. Ratification of the appointment of Ernst & Young LLP as auditors of the
Company for the year ending June 30, 2001.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
3. In their discretion, on any other matters that may properly come before
the Meeting and any adjournments thereof.
Dated: , 2000
------------------
------------------------------
Signature of Stockholder(s)
------------------------------
Name of Stockholder(s)
NOTE: When shares are held by joint tenants, both should sign. When signing
as attorney, executor, administrator, trustee, custodian, guardian or corporate
officer, please give your full title as such. If a corporation, please sign full
corporate name by authorized officer. If a partnership, please sign in
partnership name by authorized person.
PLEASE COMPLETE, DATE, SIGN AND MAIL
THIS PROXY CARD PROMPTLY,
USING THE ENCLOSED ENVELOPE.
