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
FRANKLIN RESOURCES, INC.
(Name of Registrant as Specified In Its Charter)
.................................................................
(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:
..............................................................
[ ] 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: December 16, 1999
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NOTICE OF
ANNUAL MEETING OF STOCKHOLDERS
OF
FRANKLIN RESOURCES, INC.
JANUARY 27, 2000
Dear Stockholder:
The Franklin Resources, Inc. board of directors invites you to attend the
Annual Meeting of Stockholders to be held at 10:00 A.M., Pacific Standard
Time, on January 27, 2000. The meeting will take place at our principal
executive offices at 777 Mariners Island Boulevard, San Mateo, California
94404 U.S.A.
At this meeting, we will ask you to consider and vote on:
1. Electing nine (9) directors to the board of directors. Each
director will hold office until the next Annual Meeting of
Stockholders or until that person's successor is elected and
qualified; and
2. Ratifying the appointment of PricewaterhouseCoopers LLP as the
company's independent accountants for the current fiscal year ending
September 30, 2000.
We will also transact such other business that may be raised at the Annual
Meeting or any adjournments or postponements of the Annual Meeting.
December 3, 1999 is the record date for the Annual Meeting, which means
that any stockholder at the close of business on that date is entitled to
receive notice of, and to vote on, all matters presented at the meeting.
You are entitled to cast one (1) vote for each share of Franklin
Resources, Inc. common stock that you held on the record date.
This proxy package provides you with more information about the matters to
be voted on at the Annual Meeting. Also enclosed is a proxy card, which
allows you to vote through the mail, if you cannot attend the meeting.
Even if you think that you will attend the meeting, we ask you to please
return the proxy card.
Thank you for your participation in the Annual Meeting.
Leslie M. Kratter
Secretary
December 17, 1999
San Mateo, California, U.S.A.
Your vote is important.
Please fill out and return the Proxy Card in
the envelope provided today.
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[inside of front cover]
Table of Contents
Section Page
Notice of Annual Meeting cover page
Proxy Statement
---------------
General Information for Stockholders
Principal Holders of Voting Securities
Security Ownership of Management
PROPOSAL 1: ELECTION OF DIRECTORS
Director Biographies
Section 16(a) Reporting Compliance
Board and Committee Meetings
EXECUTIVE COMPENSATION
Compensation Committee Report
Compensation Committee Interlocks and Insider Participation
Employment Contracts
Summary Compensation Table
Option Grants in Last Fiscal Year
Option Exercises in Last Fiscal Year
PERFORMANCE GRAPH
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
PROPOSAL 2: RATIFICATION OF APPOINTMENT OF AUDITORS
STOCKHOLDER PROPOSALS
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FRANKLIN RESOURCES, INC.
PROXY STATEMENT
777 Mariners Island Boulevard
San Mateo, California 94404, U.S.A.
This Proxy Statement and the accompanying Notice of Annual Meeting are furnished
in connection with the solicitation by the Board of Directors of Franklin
Resources, Inc., a Delaware corporation ("Franklin"), of the accompanying proxy,
to be voted at the Annual Meeting of Stockholders to be held at Franklin's
offices, 777 Mariners Island Boulevard, San Mateo, California U.S.A., on January
27, 2000, at 10:00 A.M. Pacific Standard Time and at any and all adjournments or
postponements. We expect that this Proxy Statement and the enclosed proxy will
be mailed on or after Friday, December 17, 1999 to each stockholder entitled to
vote.
GENERAL INFORMATION FOR STOCKHOLDERS
Proxy
- -----
A "proxy" allows someone else to take an action on your behalf. By sending you
this proxy statement, Franklin's board of directors is asking you to allow the
people named on the proxy card - the proxy holders - to vote your shares at the
Annual Meeting. The people who may vote your shares are: Charles B. Johnson, the
CEO; Harmon E. Burns, an Executive Vice President; and Leslie M. Kratter, the
Secretary.
Voting Shares
- -------------
If you sign and return your proxy card, the proxy holders must cast your votes
as you have marked on the card. You can vote for all, some, or none of the nine
(9) director candidates. You can vote for, against or abstain from ratifying
PricewaterhouseCoopers LLP as the company's accountants. If you don't mark
anything on the proxy card, but you sign and return it, your shares will be
voted FOR all nine (9) of the nominated directors and FOR PricewaterhouseCoopers
LLP to be the company's accountants. By signing and returning your proxy card,
you will authorize the proxy holders to vote your shares in their discretion on
any other matters that are properly presented at the Annual Meeting for
consideration. As of the date of this Proxy Statement, we did not know of any
other matter to be raised at the Annual Meeting.
Changing or Revoking Your Vote
- ------------------------------
You can change or revoke your proxy before it is voted in one of 3 ways: (1) you
can write to the Secretary, Leslie M. Kratter, at our headquarters and state
that you are revoking or changing your vote; (2) you can send in another proxy
card that has a later date; or (3) you can vote in person at the meeting. Simply
attending the Annual Meeting will not revoke your earlier proxy. You will have
to tell us at the meeting that you are revoking your proxy and whether you wish
to cast new votes.
Multiple Proxy Cards
- --------------------
If you hold Franklin stock in more than one account, or under more than one
name, then you will receive a separate proxy card for each of those accounts.
Because you control those shares, you are the "beneficial owner" and can vote
them. It is important that you fill out and return a proxy card for each name or
account.
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Quorum and Vote Required
- ------------------------
Stockholders of record at the close of business on the record date, December 3,
1999, are entitled to notice of, and to vote at, the Annual Meeting and at any
adjournments or postponements thereof. Each holder of shares of Franklin's $0.10
par value common stock is entitled to one vote for each share of common stock
held on the record date.
YOUR VOTE IS IMPORTANT. In order to take any action at the Annual Meeting, we
need to have a quorum represented at the meeting. A "quorum" is at least a
majority of the number of outstanding shares entitled to vote at the meeting. As
of the close of business on the record date there were 250,264,170 shares of
common stock outstanding. Therefore, a majority of those shares must be
represented at the meeting to constitute a quorum. If a quorum is not
represented, the stockholders may adjourn the meeting to another date and time.
To be counted as "represented", either a proxy card must have been returned for
those shares, or the stockholder must be present at the meeting. The New York
Stock Exchange (the "NYSE") allows brokers to cast votes for some routine
proposals, such as electing directors and ratifying accountants, even if you do
not return your proxy card. Therefore, if you hold shares in a brokerage
account, but you do not return your proxy card, your broker can still vote your
shares on the director and accountant proposals.
Abstentions and broker "non-votes" are counted as present and entitled to vote
for purposes of determining a quorum. A broker "non-vote" occurs when a nominee
holding shares for a beneficial owner does not vote on a particular proposal
because the nominee does not have discretionary voting power for that particular
item and has not received instructions from the beneficial owner.
Assuming a quorum has been established, the actual votes cast are counted.
* A plurality of the votes cast is required to elect the directors. This means
that the nine candidates who receive the most votes will be elected to the nine
available memberships on the board. Abstentions and broker "non-votes" are not
counted for purposes of election of directors.
* An affirmative vote of a majority of shares represented at the Annual Meeting
is required to approve the appointment of PricewaterhouseCoopers LLP.
Abstentions and broker "non-votes" are not counted for purposes of approving
this matter.
Principal Holders of Voting Securities
- --------------------------------------
As of December 1, 1999, the company knows of the following persons who
beneficially own more than five percent (5%) of Franklin's total outstanding
common stock:
Name and Address of Amount and Nature of Percent of
Beneficial Owner(a) Beneficial Ownership(b) Voting Securities
- ------------------------------------------------------------------------------
Charles B. Johnson 47,176,812(c) 18.85%
Rupert H. Johnson, Jr. 38,219,482(d) 15.27%
R. Martin Wiskemann 22,743,654(e) 9.09%
(a) The addresses of Messrs. C. B. Johnson, R. H. Johnson, Jr. and R. M.
Wiskemann are: c/o Franklin Resources, Inc., 777 Mariners Island Boulevard, San
Mateo, CA 94404 U.S.A.
(b) Includes shares which the individual has the right to acquire within sixty
(60) days after December 1, 1999, but does not include any shares granted but
not yet issued as of December 1, 1999 under incentive compensation arrangements
described below.
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(c) Includes 39,449,001 shares held directly. Also includes 3,963,675 shares
held in an IRA account and 3,000,000 shares held in a limited partnership for
all of which Mr. C. B. Johnson holds sole voting and investment power. Also
includes a total of 1,060 shares of unvested restricted stock granted in 1997
under the Universal Stock Plan (the "Universal Stock Plan") and pursuant to the
1994 Amended Annual Incentive Compensation Plan (the "Incentive Plan") which may
be voted by Mr. Johnson. Also includes approximately 6,510 shares which
represent a pro-rata number of shares equivalent to Mr. Johnson's percentage of
ownership of the holdings of the Franklin Resources, Inc. Profit Sharing Plan as
of September 30, 1999. Mr. Johnson disclaims any beneficial ownership of such
shares. Also includes 756,566 shares of which Mr. Johnson disclaims beneficial
ownership, held by a private foundation of which Mr. Johnson is a trustee.
(d) Includes 35,679,631 shares held directly and 2,205,245 shares held in an IRA
account for which Mr. R. H. Johnson, Jr. holds sole voting and investment power.
Also includes a total of 5,936 shares of unvested restricted stock granted in
1997 under the Universal Stock Plan which may be voted by Mr. Johnson. Also
includes approximately 5,464 shares which represent a pro-rata number of shares
equivalent to Mr. Johnson's percentage of ownership of the holdings of the
Profit Sharing Plan as of September 30, 1999. Mr. Johnson disclaims any
beneficial ownership of such shares. Also includes 319,834 shares of which Mr.
Johnson disclaims beneficial ownership, held by a private foundation of which
Mr. Johnson is a trustee. Also includes 3,372 shares held by a member of Mr.
Johnson's immediate family, of which Mr. Johnson disclaims beneficial ownership.
(e) Includes 21,533,118 shares held directly and 1,065,680 shares held in an IRA
account for which Mr. Wiskemann holds sole voting and investment power. Also
includes a total of 1,688 shares of unvested restricted stock granted in 1998
under the 1998 Universal Stock Incentive Plan (the "1998 Stock Plan"). Also
includes 143,168 shares of which Mr. Wiskemann disclaims beneficial ownership,
held by a private foundation of which Mr. Wiskemann is a trustee.
SECURITY OWNERSHIP OF MANAGEMENT
The following table lists the common stock beneficially owned by each director,
each executive officer named in the Summary Compensation Table, each nominee for
director and all directors, nominees and executive officers as a group. The
stock holdings are listed as of December 1, 1999:
Amount and
Nature of
Beneficial Percent of
Name Ownership(a) Class(a)
- ------------------------------------------------------------------------------
Harmon E. Burns 1,979,991 (b) *
Martin L. Flanagan 606,876 (c) *
F. Warren Hellman 164,918 (d) *
Charles B. Johnson 47,176,812 (e) 18.85%
Charles E. Johnson 305,681 (f) *
Rupert H. Johnson, Jr. 38,219,482 (g) 15.27%
Harry O. Kline 3000 *
James A. McCarthy 3000 *
Peter M. Sacerdote 25,000 *
Louis E. Woodworth 2,074,928 (h) *
Directors,
Director Nominees
and Executive
Officers as a
Group (consisting
of 19 persons) 91,987,729 36.76%(a)
* Represents less than 1% of class
(a) Includes shares which the individual has the right to acquire within sixty
(60) days after December 1, 1999. Does not include any shares granted but not
yet issued as of December 1, 1999 under incentive compensation arrangements
described below.
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(b) Includes 1,381,215 shares held directly and 500,001 shares held in an IRA
account for which Mr. Burns holds sole voting and investment power. Also
includes a total of 5,936 shares of unvested restricted stock granted in 1997
under the Universal Stock Plan. Also includes 87,998 shares of which Mr. Burns
disclaims beneficial ownership, held by a private foundation of which Mr. Burns
is a trustee. Also includes approximately 4,841 shares which represent a
pro-rata number of shares equivalent to Mr. Burns' percentage of ownership of
the holdings of the Profit Sharing Plan, as of September 30, 1999. Mr. Burns
disclaims any beneficial ownership of such shares.
(c) Includes 599,594 shares held directly for which Mr. Flanagan holds sole
voting and investment power. Also includes a total of 6,734 shares of restricted
stock granted in 1997 under the Universal Stock Plan. Also includes
approximately 548 shares which represent a pro-rata number of shares equivalent
to Mr. Flanagan's percentage of ownership of the holdings of the Profit Sharing
Plan, as of September 30, 1999. Mr. Flanagan disclaims any beneficial ownership
of such shares.
(d) Includes 153,090 shares held by a limited partnership, of which Mr. Hellman
disclaims beneficial ownership, and 11,828 shares held in a revocable trust.
(e) See footnote (c) under "Principal Holders of Voting Securities."
(f) Includes 292,710 shares held directly for which Mr. C. E. Johnson holds sole
voting and investment power. Also includes a total of 6,734 shares of unvested
restricted stock granted in 1997 under the Universal Stock Plan. Also includes
6,237 shares held by members of Mr. C. E. Johnson's immediate family, of which
Mr. C. E. Johnson disclaims beneficial ownership.
(g) See footnote (d) under "Principal Holders of Voting Securities."
(h) Includes 1,181,840 shares held directly and 668,088 shares held in an IRA
account for which Mr. Woodworth holds sole voting and investment power. Also
includes 225,000 shares held by a member of Mr. Woodworth's immediate family, of
which he disclaims beneficial ownership. Does not include any hypothetical
shares described under "Proposal 1: Election of Directors - Deferring Director
Fees."
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PROPOSAL 1: ELECTION OF DIRECTORS
The following nine (9) persons are nominated for election as members of the
board of directors of Franklin Resources, Inc. If elected, each director will
serve until the next Annual Meeting of Stockholders or until that person's
successor is elected and qualified. Unless you mark "Exceptions" on your proxy
card to withhold authority to vote for one or all of these directors, the
persons named as proxy holders intend to vote FOR each these nominees. The
voting requirements for this proposal are described above under "Quorum and Vote
Required." Listed below are the names, ages, and principal occupations of the
director nominees for the past five years.
Charles B. Johnson
Age 66
Director Since 1969
President, Chief Executive Officer and director of the company; officer and/or
director of many other company subsidiaries; officer and/or director or trustee
of 49 of the investment companies in the Franklin Templeton group of funds.
Rupert H. Johnson, Jr.
Age 59
Director Since 1969
Executive Vice President and director of the company; officer and/or director of
many other company subsidiaries; officer and/or director or trustee of 52 of the
investment companies in the Franklin Templeton group of funds.
Louis E. Woodworth
Age 66
Director Since 1981
Private investor. President, Alpine Corp., a private investment company.
Harry O. Kline
Age 72
Director Since 1990
Private investor. Vice President and Regional Sales Manager of
Franklin/Templeton Distributors, Inc. from 1980 to 1990. Over 47 years
experience in the mutual fund industry.
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Harmon E. Burns
Age 54
Director Since 1991
Executive Vice President and director of the company; officer and/or director of
many other company subsidiaries; officer and/or director or trustee of 52 of the
investment companies in the Franklin Templeton group of funds.
F. Warren Hellman
Age 65
Director Since 1992
Chairman, Hellman & Friedman LLC, Hellman & Friedman Capital Partners III, L.P.
and related limited partnerships and general partners of the Hellman & Friedman
Private Equity Funds (private equity investments); Director and General Partner,
Matrix Partners; Director, Levi Strauss & Co., Il Fornaio (America) Corporation
and Young & Rubicam, Inc.
Peter M. Sacerdote
Age 62
Director Since 1993
Advisory Director and Chairman of the Investment Committee of Goldman, Sachs &
Co. (investment banking) and G.S. Capital Partners, L.P. (merchant banking
fund). Director, Qualcomm, Inc. and AMF Bowling, Inc. Formerly a general partner
and then a limited partner of the Goldman Sachs Group, L.P.
Charles E. Johnson
Age 43
Director Since 1993
Senior Vice President and director of the company; officer and/or director of
many other company subsidiaries; officer and/or director or trustee of 33 of the
investment companies in the Franklin Templeton group of funds.
James A. McCarthy
Age 64
Director Since 1997
Private investor. From 1993 to 1995, Chairman of Merrill Lynch & Co. Investor
Client Coverage Groups; formerly, Senior Vice President of Merrill Lynch and
Director, Global Institutional Sales. Total of 34 years experience with Merrill
Lynch.
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Family Relations
Charles B. Johnson and Rupert H. Johnson, Jr. are brothers. Peter M. Sacerdote
is a brother-in-law of Charles B. Johnson and Rupert H. Johnson, Jr. Charles E.
Johnson is the son of Charles B. Johnson and the nephew of Rupert H. Johnson,
Jr. and Peter M. Sacerdote.
Payments to Directors
Directors who were not Franklin officers were paid $7,500 per quarter, plus
$3,000 per meeting attended, during the last fiscal year. An additional $1,500
per committee meeting attended is paid to directors who serve on board
committees. In addition, the company has a policy of reimbursing certain health
insurance coverage for a director or director emeritus (described below), who is
retired from other employment and is not otherwise eligible for group health
coverage under Franklin's group health plan or any other company's health plan.
Franklin will reimburse the cost of health insurance coverage comparable to that
provided to other Franklin employees. During the fiscal year ended September 30,
1999, Louis E. Woodworth, a director, was reimbursed $4,496 for health insurance
expenses, and Harry O. Kline, a director, was reimbursed $3,444 for health
insurance expenses.
Deferring Director Fees
Franklin also allows directors to defer payment of their directors' fees, and to
treat the deferred amounts as hypothetical investments in the company's common
stock. Upon termination, the number of shares of stock that the director
hypothetically purchased are added together, and Franklin must pay the director
an amount equal to the value of the hypothetical investment, including dividend
reinvestment. Either Franklin or the individual director can terminate the fee
deferral with ninety (90) days notice. During the 1999 fiscal year, Louis E.
Woodworth elected to defer his directors' fees. As of September 30, 1999, the
amount accrued for Mr. Woodworth's benefit pursuant to the deferral policy,
based upon the price of $30.5625 per share, was $344,893.27. The amount that Mr.
Woodworth actually receives for the hypothetical investment, however, will
depend on the closing price of Franklin's common stock on the NYSE Composite
Tape on the day that his deferral plan terminates.
Directors Emeritus
The board of directors has adopted a policy that when a director reaches the age
of 75, and is not otherwise a Franklin officer or employee, the director will
retire and will not stand for re-election. The retired director is then eligible
to serve as a director emeritus, without voting authority. The board of
directors determines the amount and type of compensation and benefits that a
director emeritus is entitled to receive. The director emeritus provides
services to the board of directors as may be mutually determined between the
director emeritus and the board of directors from time to time. Currently, a
director emeritus receives compensation equal to the compensation paid to a
director who attends each meeting of the board. During the fiscal year ended
September 30, 1999, Dr. Judson R. Grosvenor served as a director emeritus and
received such compensation and benefits (described above under "Payments to
Directors").
Section 16(a) Beneficial Ownership Reporting Compliance
During the fiscal year ended September 30, 1999, Gregory E. Johnson, a Vice
President, inadvertently filed a late transaction report as required by Section
16(a) of the Securities Exchange Act of 1934, for a transaction on a Form 4
reporting the sale of 5,000 shares in February 1999. This information is based
upon written representations from the individuals required to make Section 16(a)
reports on the company's stock.
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Board and Committee Meetings
The board of directors held six (6) meetings (not including committee meetings)
during the fiscal year ended September 30, 1999. Each director attended at least
seventy-five percent (75%) of the total number of board meetings and, except for
F. Warren Hellman, of the total number of committee meetings of which he was a
member. The board of directors has established an Audit Committee and a
Compensation Committee. The board does not have a nominating committee.
The Audit Committee consists of Messrs. Woodworth (Chairman), McCarthy and
Kline, none of whom is employed by the company. The Audit Committee reviews the
company's internal accounting controls and helps to ensure the integrity of the
company's financial statements. The committee meets with the company's
independent accountants and reviews the scope of their audit, report and
recommendations. The Audit Committee also recommends to the board of directors
the selection of the company's independent accountants. The committee met two
(2) times during the fiscal year.
The Compensation Committee consists of Messrs. Hellman (Chairman), Sacerdote and
Woodworth. The Compensation Committee reviews and sets compensation for the
Chief Executive Officer, determines the general policies and guidelines for
compensating other executive officers, and performs other duties as assigned
from time to time by the board. This committee also administers the 1998 Stock
Plan, the Incentive Plan and the Universal Stock Plan. The Compensation
Committee met five (5) times during the fiscal year.
EXECUTIVE COMPENSATION
COMPENSATION COMMITTEE REPORT
General Goals of Bonuses and Stock Awards
The Compensation Committee believes that the opportunity to earn incentive
compensation motivates employees, including executive officers, to achieve
improved results. Moreover, awarding incentive compensation in the form of
company stock aligns the interests of management with the interests of
stockholders, and further encourages management to focus on the company's long
range growth and development. Franklin's compensation program for executive
officers (including the Chief Executive Officer) has over the last three years
consisted primarily of salary and annual incentive bonuses based upon individual
and company performance.
Bonus Awards
The company generally uses a combination of two employee benefit plans to award
bonuses to employees: the Incentive Plan and the 1998 Stock Plan. The overall
bonus pool is determined pursuant to the Incentive Plan, which allows for both
cash and stock awards to company employees, including executive officers and the
Chief Executive Officer. The stock component of an award is then granted through
the 1998 Stock Plan (which replaced the previous Universal Stock Plan). As a
general matter, the size of the award pool available for bonus payments is a
percentage of the company's pre-tax operating income, which consists of net
operating income, exclusive of passive income and calculated before interest,
taxes, and extraordinary items, and after accrual of awards under the Incentive
Plan. In determining the percentage of the pre-tax operating income that will go
into the award pool, the Compensation Committee considers a variety of factors
including the performance of the company's stock compared to the indices set
forth in the performance graph included in this proxy statement and the increase
or decrease in market price of the company's common stock.
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In setting the general award pool for fiscal year 1999, the Compensation
Committee considered the 16.0% decrease in pre-tax operating income between
fiscal year 1998 and fiscal year 1999 as well as the 48.7% increase in the
company's pre-tax operating income over the last five fiscal years. The
committee also considered the 2.3% overall increase in the value of the
company's stock from the beginning of fiscal 1999 to the end of fiscal 1999. In
addition, the committee considered the generally very low unemployment rates in
the geographic regions where the majority of the company's personnel are
employed and the continued demand for qualified employees in the financial
services industry.
The committee considered all of the above factors, but no specific weighting was
given to any particular factor in determining the percentage of pre-tax
operating income allocated to the award pool.
In its review of individual compensation, and, in particular, in determining the
amount and form of actual awards under the Incentive Plan for the Chief
Executive Officer and the other executive officers, the Compensation Committee
considered amounts paid to executive officers in prior years as salary, bonus
and other compensation, the company's overall performance during the prior five
(5) year period, and its future objectives and challenges. Although the
committee considered a number of different individual and company performance
factors, no specific weighting was given to any such factor.
Salaries of Named Executive Officers
The Named Executive Officers, who normally receive a pay raise on January 1st of
each year, did not receive any salary increase on January 1, 1999. The
Compensation Committee intends to review the possibility of salary increases or
decreases for the Named Executive Officers in January 2000 based upon several
considerations, including the company's performance, general economic conditions
and changes in their responsibilities.
Special Fiscal 1999 Stock Options
The company's senior management, including Messrs. C. B. Johnson, R. H. Johnson,
Jr., H. E. Burns, M. L. Flanagan, and C. E. Johnson (together, the "Named
Executive Officers"), generally received their annual bonuses in the form of
cash and restricted stock vesting over three years, based on continued
employment. A combination of cash and restricted stock was also traditionally
awarded to a number of other company employees. No restricted stock award was
made to the Named Executive Officers for fiscal 1998. Only the cash portion of
their annual incentive bonuses, awarded pursuant to the Incentive Plan, was paid
for this prior fiscal year. During fiscal 1999, however, the Compensation
Committee made special stock option awards, under the 1998 Stock Plan, to the
Named Executive Officers and to certain other executives and employees. These
special stock option grants were made in the form of the Five Year Options fully
vesting five years from the grant date. The Five Year Options also have
accelerated vesting features tied to the performance of the company's stock.
Fiscal 1999 Bonus Awards
For fiscal 1999, the committee again awarded year-end cash bonuses to Named
Executive Officers as shown in the Summary Compensation Table. Other employees,
including other executive officers, were awarded bonuses consisting of cash and
restricted stock. Those individuals were subsequently given the opportunity to
change part of their fiscal 1999 annual restricted stock award to an option
grant; with three option grant shares received instead of one restricted stock
award share.
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Special Bonus Considerations for CEO
The committee reviews the participation of Mr. C. B. Johnson in the company's
Incentive Plan annually, and has determined that he will continue to
participate. Bonuses paid to Mr. C. B. Johnson depend upon both his performance
and that of the company. The Compensation Committee has also taken into account
Mr. Johnson's position as a principal stockholder of the company, and the
dividends received on those holdings, in determining his compensation and bonus.
Because of his large share holdings, Mr. Johnson is impacted by changes in the
company's stock price. Therefore, the Compensation Committee does not feel that
stock-related bonuses should be a significant component of Mr. Johnson's
compensation and has historically awarded bonuses to him primarily in cash. The
Compensation Committee notes Mr. Johnson's compensation is significantly lower
than that received by CEOs of comparable companies.
Other Benefits
Executive officers also participate in a combined Profit Sharing/401(k) Plan and
are entitled to receive medical, life and disability insurance coverage and
other corporate benefits available to most employees of the company.
Contributions to the company's Profit Sharing Plan are determined by the board,
which takes into consideration the profitability of the company.
Compensation Tax Considerations
Section 162(m), which limits the deductibility by the company of certain
executive compensation for federal income tax purposes, applied for the first
time to the company in the fiscal year ended September 30, 1995. The 1998 Stock
Plan is drafted to comply with Section 162(m) and the options granted thereunder
are qualified performance-based incentive stock awards intended to be deductible
within the limitations of Section 162(m). Failure to comply with the
requirements of Section 162(m) may limit the company's ability to take tax
deductions for compensation paid to each Named Executive Officer in excess of
$1.0 million. While the company will endeavor to comply with Section 162(m) in
the future to take advantage of potential tax benefits, the company may make
awards that do not comply with Section 162(m) if it believes that the awards
were commensurate with the performance of the covered employees and were
necessary and appropriate to meet competitive requirements.
Respectfully Submitted:
Compensation Committee
F. Warren Hellman, Chairman
Peter M. Sacerdote
Louis E. Woodworth
Compensation Committee Interlocks and Insider Participation
During the fiscal year ended September 30, 1999, Goldman, Sachs & Co. served as
an agent for the sale of notes under the company's commercial paper program. Mr.
Sacerdote is an advisory director of this company. Goldman Sachs received
payments from the company in connection with the sale of the commercial paper,
and served as the underwriter in the auto loan receivables securitization
conducted by the company in 1999. From time to time, Goldman Sachs has also
performed other services for the company. Fees paid to Goldman Sachs did not
exceed five percent (5%)of that firm's consolidated gross revenues for its last
full completed fiscal year.
Employment Contracts
Mr. Charles B. Johnson has an employment contract with the company pursuant to
which the company is obligated, in the event of Mr. Johnson's death or permanent
disability, to pay one year's salary to his estate. Under the contract, Mr.
Johnson is employed as the President and Chief Executive Officer at a salary
determined from time to time by the board of directors, which has assigned the
review of Mr. Johnson's compensation arrangements to the Compensation Committee.
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<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
- -----------------------------------------------------------------------------------------------------------------------
Long-Term Compensation
Annual Compensation Awards
Year Restricted Securities All Other
Ended Other Annual Stock Underlying Compensation
Sept.30, Salary Bonus Compensation Awards(b) Options(d) (e)
Name and Principal Position
- -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Charles B. Johnson, 1999 $596,922 $460,000 $67,537(a) $0 23,000 $15,017
President, 1998 $609,832 $460,000 $57,133(a) $0 0 $14,014
Chief Executive Officer 1997 $571,922 $460,000 $55,651(a) $148,864(c) 0 $20,292
Rupert H. Johnson, Jr., 1999 $540,023 $460,000 $0 $0 69,000 $15,017
Executive Vice President 1998 $557,077 $460,000 $0 $0 0 $14,014
1997 $514,730 $460,000 $0 $833,731(c) 0 $20,292
Harmon E. Burns, 1999 $540,022 $460,000 $0 $0 69,000 $16,017
Executive Vice President 1998 $557,072 $460,000 $0 $0 0 $15,014
1997 $514,730 $460,000 $0 $833,731(c) 0 $21,292
Martin L. Flanagan, 1999 $788,847 $552,000 $0 $0 82,800 $15,017
Senior Vice President, 1998 $803,412 $552,000 $0 $0 0 $14,014
Chief Financial Officer 1997 $743,499 $552,000 $0 $945,893(c) 0 $20,292
Charles E. Johnson, 1999 $788,847 $552,000 $0 $0 82,800 $16,017
Senior Vice President 1998 $803,253 $552,000 $0 $0 0 $15,014
1997 $743,499 $552,000 $0 $945,893(c) 0 $21,292
</TABLE>
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(a) Includes $62,016, $48,109 and $48,159 representing personal use of company
aircraft by Mr. C. B. Johnson for 1999, 1998 and 1997, respectively, valued
using the Standard Industry Fare formula provided for by Internal Revenue Code
regulations.
(b) Based upon the closing price on the NYSE on September 30, 1999 of $30.5625,
the value of the unvested restricted stock holdings of the persons listed in the
Summary Compensation Table were as follows: Mr. C. B. Johnson, $32,396; Mr. R.
H. Johnson, Jr., $181,419; Mr. H. E. Burns, $181,419; Mr. M. L. Flanagan,
$205,808; and Mr. C. E. Johnson, $205,808.
(c) Represents the value on date of grant of shares of restricted stock granted
by the Compensation Committee as of October 1, 1997, vested or vesting in
approximately equal installments on each of September 30, 1998, September 30,
1999, and September 29, 2000, in the following amounts: Mr. C. B. Johnson,
3,180; Mr. R. H. Johnson, Jr., 17,810; Mr. H. E. Burns, 17,810; Mr. M. L.
Flanagan, 20,206; and Mr. C. E. Johnson, 20,206. Such shares vest in
approximately equal one-third (1/3) increments. Recipients of restricted stock
awards are entitled to vote such shares and receive dividends.
(d) Represents grants of Five Year Options to obtain shares of common stock. The
Five Year Options were granted on October 23, 1998 and have an exercise price of
$33.25, the NYSE price on that date. On September 30, 2003, any unvested portion
of the option will automatically become exercisable. In addition, if at any time
after September 28, 2000 and prior to September 30, 2003 the price of the
company's stock is equal to or greater than $66.50 per share during any
consecutive 30 day trading period, 100% of the option will become immediately
exercisable until December 31, 2003 (the "Expiration Date"). However, no shares
will vest and the recipient cannot exercise any part of the option until after
September 28, 2000. The vesting may also be accelerated based upon the
compounded annual growth rate of the company's stock measured from the price on
the grant date (the "Growth Rate") as follows:
One-third Exercisable: On or after September 28, 2001 but before September 30,
2003, if the Growth Rate is equal to or greater than 15% but less than 20%
during any consecutive 30 day trading period, 33.3% of the original grant shall
become exercisable on or after September 28, 2001 and a second 33.3% shall
become exercisable on or after September 30, 2002 with the remainder exercisable
on or after September 30, 2003 until the Expiration Date.
One-half Exercisable: On or after September 28, 2001 and prior to September 30,
2003, if the Growth Rate is equal to or greater than 20% but less than 25%
during any consecutive 30 day trading period, 50% of the original grant shall
become exercisable on or after September 28, 2001 and the remainder shall become
exercisable on or after September 30, 2002 until the Expiration Date.
Full Exercisability: On or after September 30, 2001 and prior to September 30,
2003, if the Growth Rate is equal to or greater than 25% during any consecutive
30 day trading period, 100% of the original grant shall become immediately
exercisable until the Expiration Date.
(e) Represents company contributions to the combined Profit Sharing/401(k) Plan.
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During the last fiscal year, options were granted to the Named Executive
Officers as indicated in the table below. No Stock Appreciation Rights were
awarded.
<TABLE>
<CAPTION>
OPTION GRANTS IN LAST FISCAL YEAR
ENDED SEPTEMBER 30, 1999
- ------------------------------------------------------------------------------------------------------------------
Potential
Realizable Value at Assumed
Annual Rates
of Stock Price Appreciation
Individual Grants for Option Term (c)
- ------------------------------------------------------------------------------------------------------------------
Number of % of Total
Securities Options Exercise
Underlying Granted to or Base
Options Employees in Price Expiration
Name Granted(#)(a) Fiscal Year(b) ($/Share) Date 5%($) 10%($)
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Charles B. Johnson, CEO 23,000 1.5% $33.25 12/31/03 $211,286 $466,888
- -------------------------------------------------------------------------------------------------------------------
Rupert H. Johnson, Jr. 69,000 4.5% $33.25 12/31/03 $633,859 $1,400,663
- -------------------------------------------------------------------------------------------------------------------
Harmon E. Burns 69,000 4.5% $33.25 12/31/03 $633,859 $1,400,663
- -------------------------------------------------------------------------------------------------------------------
Martin L. Flanagan 82,800 5.4% $33.25 12/31/03 $760,631 $1,680,795
- -------------------------------------------------------------------------------------------------------------------
Charles E.Johnson 82,800 5.4% $33.25 12/31/03 $760,631 $1,680,795
- -------------------------------------------------------------------------------------------------------------------
</TABLE>
(a) Represents Five Year Options. See footnote (d) to the Summary Compensation
Table.
(b) Represents the percentage granted to each Named Executive Officer of the
total options awarded to employees of 1,521,259 shares in the 1999 fiscal year.
(c) We are required by the Securities and Exchange Commission to use a 5% and
10% assumed rate of appreciation over the applicable option term. This does not
represent our estimate or projection of the future common stock price. If
Franklin's common stock does not appreciate in value, the Named Executive
Officers will receive no benefit from the options.
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<TABLE>
<CAPTION>
Aggregated Option Exercises in Last Fiscal Year and FY-End Option Values
Number of Securities Number of Securities
Underlying Unexercised Underlying Unexercised
Options at Fiscal Year-End Options at Fiscal Year-End
Name Exercisable/Unexercisable(a) Name Exercisable/Unexercisable(a)
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Charles B. Johnson, CEO 0/23,000 Martin L. Flanagan 0/82,800
Rupert H. Johnson, Jr. 0/69,000 Charles E. Johnson 0/82,800
Harmon E. Burns 0/69,000
</TABLE>
(a) The Named Executive Officers did not exercise any options during the fiscal
year. Based on the closing price of the Franklin's common stock on the NYSE on
September 30, 1999 of $30.5625, none of the options held by the Named Executive
Officers was in-the-money.
PERFORMANCE GRAPH
The following performance graph compares the performance of an investment in the
company's common stock for the last five (5) fiscal years to that of the
Standard & Poor's 500 Composite Stock Price Index (the "S&P 500"), an index to
which the company was added in April 1998, and to the Standard & Poor's
Financial Index (the "S&P Financial"). The S&P 500 consists of 500 stocks chosen
for market size, liquidity, and industry group representation. It is a
market-value weighted index (stock price times number of shares outstanding),
with each stock's weight in the index proportionate to its market value. The S&P
500 is one of the most widely used benchmarks of U.S. equity performance. The
S&P Financial is a capitalization-weighted index of the stocks of approximately
70 companies that are in the S&P 500 and whose primary business is in a
sub-sector of the financial industry. It is designed to measure the performance
of the financial sector of the S&P 500. The graph assumes that the value of the
investment in the company's common stock and each index was $100 on September
30, 1994 and that all dividends were reinvested.
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<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------
Comparison of Five Year Cumulative Total Return
- ------------------------------------------------------------------------------------------------------------------------------
Sep Oct Nov Dec Jan Feb Mar Apr May Jun Jul Aug
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
FY94
Franklin
Resources: $100.00 $109.36 $101.67 $95.59 $90.89 $103.97 $104.57 $108.27 $117.69 $119.97 $134.47 $148.28
S&P 500: $100.00 $102.24 $98.52 $99.98 $102.57 $106.56 $109.70 $112.93 $117.44 $120.16 $124.14 $124.46
Fin. Index $100.00 $101.71 $95.75 $96.88 $103.10 $108.80 $109.17 $113.16 $121.96 $122.62 $126.21 $133.35
FY95
Franklin
Resources: $155.63 $137.06 $142.80 $136.35 $145.14 $155.97 $154.57 $155.25 $160.68 $165.72 $152.14 $161.65
S&P 500: $129.70 $129.24 $134.91 $137.51 $141.99 $142.98 $144.11 $146.05 $149.38 $149.72 $142.87 $145.56
Fin. Index $141.81 $137.72 $147.67 $149.15 $156.59 $159.22 $160.76 $157.53 $160.61 $162.06 $158.38 $163.38
FY96
Franklin
Resources: $180.62 $191.85 $194.57 $186.39 $222.85 $239.21 $208.87 $242.14 $265.18 $297.54 $348.29 $317.28
S&P 500: $153.44 $157.45 $169.01 $165.37 $175.51 $176.55 $169.03 $183.96 $195.15 $203.89 $220.10 $207.78
Fin. Index $174.21 $186.83 $204.42 $196.67 $212.53 $220.55 $204.54 $225.90 $236.45 $249.56 $279.33 $258.50
FY97
Franklin
Resources: $382.23 $368.89 $368.89 $357.24 $368.29 $419.14 $440.09 $442.15 $402.05 $444.62 $358.68 $265.54
S&P 500: $219.16 $211.85 $221.64 $225.45 $227.94 $244.37 $256.87 $259.46 $255.00 $265.35 $262.53 $224.62
Fin. Index $279.38 $273.59 $284.37 $298.63 $290.15 $317.44 $335.51 $341.08 $332.84 $346.78 $346.84 $266.91
FY98
Franklin
Resources: $246.39 $311.86 $352.58 $264.37 $276.76 $262.82 $232.81 $331.11 $360.08 $336.74 $316.02 $297.89
S&P 500: $239.01 $258.43 $274.09 $289.87 $301.99 $292.61 $304.31 $316.10 $308.64 $325.76 $315.59 $314.02
Fin. Index $272.29 $305.21 $326.09 $332.77 $339.75 $344.21 $357.40 $381.73 $360.51 $375.43 $352.14 $335.95
FY99
Franklin
Resources $253.79
S&P 500 $305.42
Fin. Index $318.22
</TABLE>
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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Prior to the time that Franklin acquired substantially all of the assets of
Templeton, Galbraith & Hansberger Ltd. ("Templeton") in 1992, Templeton loaned
Mr. Flanagan monies secured by a mortgage on Mr. Flanagan's then residence in
Nassau, Bahamas. Such loan is still outstanding to a subsidiary of the company
and bears interest at the annual rate of 5.98%. The largest aggregate amount
outstanding during the fiscal year was $445,919. As of December 1, 1999,
$421,966 was outstanding under the loan.
In June 1995, prior to the time that Mr. Kenneth A. Lewis became an executive
officer of Franklin, in connection with his relocation from Florida to
California, Franklin made a loan to Mr. Lewis, secured by a mortgage on his
residence. The largest amount outstanding on the mortgage, which bears interest
at the annual rate of 5%, during the 1999 fiscal year was $493,668 and as of
December 1, 1999, $483,134 was outstanding.
In October 1997, prior to the time that Mr. Charles R. Sims became an executive
officer of Franklin, in connection with his relocation from Canada to
California, Franklin made two loans to Mr. Sims, one of which is secured by a
mortgage on his residence and bears interest at the annual rate of 5%. The
largest amount outstanding on the mortgage during fiscal year 1999 was $641,643
and as of December 1, 1999, $629,917 was outstanding. The largest amount
outstanding on the second loan during fiscal 1999 was $85,000 and as of December
1, 1999, $28,334 was outstanding on this loan, which is non-interest bearing.
The second loan is forgivable by the company in equal installments over a three
(3) year period on the first three anniversary dates of Mr. Sims' transfer to
California. One-third of the second loan was forgiven in each of October 1998
and 1999, and in October 2000 the remaining amount will be forgiven, contingent
upon Mr. Sims' continued employment.
During the 1999 fiscal year, certain executive officers were holders of credit
cards issued by Franklin Bank upon substantially the same terms as those
prevailing at the time for comparable cards issued to other Franklin Bank
customers.
On March 15, 1999, Franklin purchased 520,637 shares of Franklin common stock
from Mr. Harmon E. Burns at a price of $30.9375 per share. On May 6, 1999, the
company purchased 20,000 shares of the company's common stock from Mr. Charles
B. Johnson at a price of $39.50 per share. On July 28, 1999, the company
purchased 100,000 shares of the company's common stock from Mr. Charles B.
Johnson at a price of $39.6875 per share. On November 24, 1999, the company
purchased 100,000 shares of the company's common stock from the IRA of Mr.
Charles B. Johnson and 40,000 shares of stock from the IRA of Mr. R. M.
Wiskemann at a price of $33.75 per share. Each purchase was made at the NYSE
composite closing price on that date and was ratified by the board of directors.
Each director abstained from voting on the ratification of his sale to the
company.
On September 30, 1999, Franklin purchased 2,107 shares of Franklin common stock
from Ms. Deborah R. Gatzek, 814 shares of stock from Ms. Donna S. Ikeda and
2,142 shares of stock from Mr. Leslie M. Kratter, each an executive officer of
the company. Each share was purchased at a price of $31.0625 per share,
representing the price at which the stock vested, which is the average of the
high and low price of the company's stock on the NYSE on that date. These
purchases (and similar purchases from other employees on the same terms and
conditions) were made to pay taxes due in connection with the vesting of
restricted stock awards and were ratified by Franklin's board of directors.
19
<PAGE>
PROPOSAL 2: RATIFICATION OF APPOINTMENT OF AUDITORS
The board of directors has appointed PricewaterhouseCoopers LLP as independent
accountants to audit the books and accounts of the company for its current
fiscal year ending September 30, 2000. PricewaterhouseCoopers LLP has no direct
or indirect financial interest in the company. During the fiscal year ended
September 30, 1999, PricewaterhouseCoopers LLP rendered opinions on the
financial statements of the company and its subsidiaries, as well as the
open-end and closed-end investment companies managed and advised by the
company's subsidiaries. In addition, PricewaterhouseCoopers LLP provides tax
consulting services for the company, and its management consulting group has
provided advice and assistance on several organizational and information systems
initiatives. The board of directors recommends ratification of the appointment.
The proxy holders intend to vote FOR ratifying PricewaterhouseCoopers LLP as the
company's auditors. The voting requirements for this proposal are described
above under "Quorum and Vote Required." We do not expect that a representative
of the accountants will be present at the Annual Meeting.
STOCKHOLDER PROPOSALS
Any stockholder intending to present any proposal in accordance with Rule 14a-8
under the Securities Exchange Act of 1934 for consideration at the company's
next Annual Meeting in 2001 must, in addition to meeting other applicable
requirements, mail such proposal to: Leslie M. Kratter, Secretary, Franklin
Resources, Inc., 777 Mariners Island Blvd., 7th Floor, San Mateo, CA 94404. The
proposal must be submitted in the form required by the Securities and Exchange
Commission rules and regulations.
Stockholder proposals in accordance with Rule 14a-8 must be received by the
company at the address above no later than August 19, 2000. The company may
exercise discretionary voting authority under proxies solicited by it for the
2001 Annual Meeting of Stockholders if it receives notice of a proposed non-Rule
14a-8 stockholder action after November 2, 2000.
Proxy Expenses
Franklin pays for this proxy solicitation because it is a necessary corporate
activity in order for directors to be elected and accountants to be chosen.
Because so many stockholders hold their shares in brokerage accounts and in
other ways, we also hire a service agent to contact brokerage houses,
custodians, nominees and fiduciaries to forward proxy material to the beneficial
owners of the shares held in those accounts. Franklin will pay the reasonable
out-of-pocket expenses of the service agent, the company's transfer agent (which
keeps the company's stock ledger) and the brokerage houses, custodians, and
other fiduciaries for forwarding the proxy materials. Franklin's transfer agent
and the service agent are paid for their services pursuant to a standard fee
schedule. The normal process is to ask for stockholder votes by mail, but we may
also need to ask for proxy votes by telephone, electronic mail or fax. If we
have employees or directors ask specific stockholders for their votes, they will
not be paid any additional money for doing so.
The Annual Report
The company's Annual Report for the fiscal year ended September 30, 1999,
including financial statements, has been sent, or is being sent together with
this proxy statement, to all stockholders as of the record date. We are legally
required to send you this information to help you decide how to vote your proxy.
Please read it carefully. However, the financial statements and the Annual
Report do not legally form any part of this proxy soliciting material.
IF YOU CANNOT PERSONALLY ATTEND THE ANNUAL MEETING, PROMPT EXECUTION AND RETURN
OF THE ENCLOSED PROXY IS REQUESTED. A SELF-ADDRESSED, POSTAGE-PAID ENVELOPE IS
ENCLOSED FOR YOUR CONVENIENCE.
20
<PAGE>
FRANKLIN RESOURCES, INC.
PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
With this proxy, the stockholder signing below appoints Charles B. Johnson,
Harmon E. Burns, and Leslie M. Kratter (the "proxy holders"), or any one of
them, as the stockholder's proxies with full power of substitution. The
stockholder appoints the proxy holders collectively and as individuals, to vote
all the stockholder's shares of Franklin Resources, Inc. ("Franklin") common
stock at the Annual Meeting of Stockholders, and at any and all adjournments or
postponements of the meeting, on the matters set forth on the reverse side of
this card. The Annual Meeting of Stockholders will be held at Franklin's offices
at 777 Mariners Island Boulevard, San Mateo, California, U.S.A. at 10:00 a.m.,
Pacific Standard Time, on January 27, 2000.
The Board of Directors has solicited this proxy and it will be voted as
specified on this proxy card on the following proposals proposed by Franklin. If
you do not mark any votes or abstentions, this proxy will be voted FOR the
nominees to the Board of Directors and FOR ratifying PricewaterhouseCoopers LLP
as the accountants. If any other matters come before the meeting to be voted on,
the proxy holders named in this proxy will vote, act and consent on those
matters in accordance with the views of management.
Continued on the reverse side. Must be signed and dated on the reverse side.
1. Election of Directors: FOR all nine (9) nominees listed below. ____
WITHHOLD AUTHORITY to vote for all nine (9) nominees listed below. ____
*EXCEPTIONS ____
Nominees: H. E. Burns, F. W. Hellman, C. B. Johnson, C. E. Johnson, R. H.
Johnson, Jr., H. O. Kline, J. A. McCarthy, P. M. Sacerdote, L. E. Woodworth.
(INSTRUCTIONS: To withhold authority to vote for any individual nominee, mark
the "Exceptions" box above and write that nominee's name in the space provided
below.)
*EXCEPTIONS_____________________________________________________
2. Ratification of PricewaterhouseCoopers LLP as independent accountants for the
fiscal year ending September 30, 2000.
FOR____AGAINST____ABSTAIN____
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In their discretion, the proxy holders are authorized to vote on other business
matters that are properly brought at the meeting or any meeting adjournments or
postponements.
Change of Address and/or Comments: _______________________________________
- --------------------------------------------------------------------------
Note: Please sign exactly as your name appears on the proxy. If signing for
estates, trusts or corporations, title or capacity should be stated. If shares
are held jointly, each holder should sign.
Dated:____________________, ____
- -----------------
Signature
- -----------------
Signature
Please Sign, Date and Return this Proxy Card Promptly Using the Enclosed
Envelope. No Postage is Required.
Votes must be indicated (X) in Black or Blue Ink.
22
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