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
HATTERAS INCOME SECURITIES, INC.
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement, if other than Registrant)
Payment of Filing Fee (Check the appropriate box):
(X) No fee required
( ) Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
( ) Fee paid previously with preliminary materials.
( ) Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule, or Registration Statement No.:
3) Filing Party:
4) Date Filed:
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[GRAPHIC]
HATTERAS INCOME SECURITIES, INC.
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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
APRIL 30, 1999
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TO THE STOCKHOLDERS OF
HATTERAS INCOME SECURITIES, INC:
Notice is hereby given that the Annual Meeting (the "Annual Meeting") of
Stockholders of Hatteras Income Securities, Inc. (the "Company") will be held
on Friday, April 30, 1999 at 10:00 a.m. (Eastern time), at One Bank of America
Plaza, 33rd Floor, Charlotte, North Carolina 28255, for the following purposes:
(1) To elect three Directors of the Company;
(2) To ratify the selection by the Board of Directors of
PricewaterhouseCoopers LLP as independent public accountants of the Company for
the fiscal year ending December 31, 1999; and
(3) To transact such other business as may properly come before the Annual
Meeting, or any adjournment(s) thereof, including any adjournment(s) necessary
to obtain requisite quorums and/or approvals.
The Board of Directors of the Company has fixed the close of business on
March 19, 1999 as the record date for the determination of Stockholders
entitled to receive notice of and to vote at such Annual Meeting or any
adjournment(s) thereof. The enclosed Proxy Statement contains further
information regarding the meeting and the proposals to be considered. The
enclosed Form of Proxy is intended to permit you to vote even if you do not
attend the meeting in person.
YOUR PROXY IS VERY IMPORTANT TO US. WHETHER OR NOT YOU PLAN TO ATTEND THE
MEETING IN PERSON, PLEASE MARK, SIGN, DATE AND RETURN THE ENCLOSED FORM OF
PROXY TODAY IN THE ENCLOSED POSTAGE-PAID ENVELOPE. Signed but unmarked Forms of
Proxy will be counted in determining whether a quorum is present and will be
voted in favor of the proposals.
By Order of the Board of
Directors.
Robert B. Carroll
SECRETARY
March 29, 1999
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YOUR VOTE IS VERY IMPORTANT TO US REGARDLESS
OF THE NUMBER OF SHARES THAT YOU OWN.
PLEASE MARK, SIGN, DATE AND RETURN YOUR
FORM OF PROXY IMMEDIATELY.
SHARES OF THE COMPANY ARE NOT DEPOSITS OR OTHER OBLIGATIONS OF, OR ISSUED,
ENDORSED OR GUARANTEED BY, BANK OF AMERICA NATIONAL TRUST & SAVINGS
ASSOCIATION, NATIONSBANK, N.A. ("NATIONSBANK") OR ANY OF THEIR AFFILIATES. SUCH
SHARES ARE NOT INSURED BY THE U.S. GOVERNMENT, THE FEDERAL DEPOSIT INSURANCE
CORPORATION, THE FEDERAL RESERVE BOARD OR ANY OTHER GOVERNMENT AGENCY. AN
INVESTMENT IN THE COMPANY INVOLVES CERTAIN RISKS, INCLUDING POSSIBLE LOSS OF
PRINCIPAL.
NATIONSBANK AFFILIATES PROVIDE INVESTMENT ADVISORY AND CERTAIN OTHER
SERVICES TO THE COMPANY, FOR WHICH THEY ARE COMPENSATED.
<PAGE>
HATTERAS INCOME SECURITIES, INC.
One Bank of America Plaza
Charlotte, North Carolina 28255
(800) 851-9677
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PROXY STATEMENT
Annual Meeting of Stockholders
April 30, 1999
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This Proxy Statement is being furnished to holders of common stock
("Stockholders") of Hatteras Income Securities, Inc. (the "Company") in
connection with the solicitation by the Board of Directors of the Company of
proxies to be used at the Annual Meeting of Stockholders (the "Annual Meeting")
of the Company to be held on April 30, 1999 at 10:00 a.m. (Eastern time) at One
Bank of America Plaza, 33rd Floor, Charlotte, North Carolina 28255, and at any
adjournment(s) thereof. Your proxy is being solicited for the purposes set
forth in the accompanying Notice of Annual Meeting.
The Board of Directors has fixed March 19, 1999 (the "Record Date") as the
date for the determination of Stockholders entitled to receive notice of and to
vote at such Annual Meeting, and, accordingly, only Stockholders of record at
the close of business on that date will be entitled to notice of and to vote at
such Annual Meeting. As of the Record Date, there were 3,363,512 outstanding
shares of common stock of the Company. This Proxy Statement is first being
mailed to Stockholders on or about March 29, 1999.
THE COMPANY WILL FURNISH, WITHOUT CHARGE, A COPY OF ITS MOST RECENT ANNUAL
AND SEMI-ANNUAL REPORTS TO ANY STOCKHOLDER UPON WRITTEN OR ORAL REQUEST MADE TO
THE ADDRESS OR TOLL-FREE TELEPHONE NUMBER ABOVE.
All actions of the Board of Directors of the Company described in the
proposals below were unanimously approved by the Board, none of whom are
"interested persons" (as defined in the Investment Company Act of 1940, as
amended (the "1940 Act")) of the Company, NationsBanc Advisors, Inc. ("NBAI"),
the Company's investment adviser, or TradeStreet Investment Associates, Inc.
("TradeStreet"), the Company's investment sub-adviser.
PROPOSAL 1: ELECTION OF DIRECTORS
At the Annual Meeting, the Stockholders of the Company will be asked to
vote for the three nominees for Director listed below (the "Nominees"). Voting
for the Nominees is not cumulative. Each Director will serve until the next
Annual Meeting or until his successor shall be elected and shall qualify. Each
Nominee is currently a member of the Board of Directors and has consented to
his nomination and to serve if elected. Although the Board of Directors expects
that each of the Nominees will be available for election, in the event a
vacancy in the slate of Nominees is occasioned by death or other unexpected
occurrence, it is intended that shares represented by proxies in the
accompanying form will be voted for the election of a substitute Nominee
selected by the persons named in the proxy. Directors will be elected by a
plurality of the votes cast.
<PAGE>
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE TO ELECT EACH
OF THE NOMINEES.
THE BOARD OF DIRECTORS
Information regarding each member of the Board of Directors is as follows:
WILLIAM H. GRIGG, age 66, Chairman Emeritus, Duke Power Co., Charlotte,
North Carolina, a public utility, since July 1997. Mr. Grigg was Chairman and
Chief Executive Officer of Duke Power Co. from April 1994 to July 1997, Vice
Chairman of Duke Power Co. from November 1991 to April 1994, and Executive Vice
President -- Customer Group of Duke Power Co. from April 1988 to November 1991.
He has been a Director of the Company since March 1980. Mr. Grigg is also a
Director of Duke Power Co., Coltec Industries, Nations Government Income Term
Trust 2003, Inc., Nations Government Income Term Trust 2004, Inc., Nations
Balanced Target Maturity Fund, Inc., Nations Fund, Inc., Nations LifeGoal
Funds, Inc., and Nations Fund Portfolios, Inc. Mr.Grigg is a Trustee of Nations
Institutional Reserves, Nations Fund Trust and Nations Annuity Trust.
THOMAS F. KELLER, age 67, R. J. Reynolds Industries Professor of Business
Administration and Former Dean of Fuqua School of Business, Duke University,
Durham, North Carolina, since 1974. He has been a Director of the Company since
March 1985. Mr. Keller is also a Director of LADD Furniture, Inc., Wendy's
International, Inc., American Business Products, Inc., Dimon, Inc. and Biogen,
Inc. Mr. Keller is a Trustee of Nations Institutional Reserves, Nations Fund
Trust, and Nations Annuity Trust, The Mentor Funds, Mentor Institutional Trust
and Cash Resource Trust. Mr. Keller is also a Director of Nations Government
Income Term Trust 2003, Inc., Nations Government Income Term Trust 2004, Inc.,
Nations Balanced Target Maturity Fund, Inc., Nations Fund, Inc., Nations Fund
Portfolios, Inc., and Nations LifeGoal Funds, Inc.
A. MAX WALKER, age 76, independent Financial Consultant since May 1987.
From April 1982 through May 1987, Mr. Walker was Vice President of Merrill
Lynch, Pierce, Fenner & Smith, Inc. He has been a Director of the Company since
the Company was organized in Fegruary 1973. Mr. Walker serves as a Director of
Cerulean Companies, Inc. Mr. Walker is Chairman of the Board of Nations
Government Income Term Trust 2003, Inc., Nations Government Income Term Trust
2004, Inc. Nations Balanced Target Maturity Fund, Inc., Nations Institutional
Reserves, Nations Fund Trust, Nations Fund, Inc., Nations Fund Portfolios,
Inc., Nations Annuity Trust and Nations LifeGoal Funds, Inc.
None of the Nominees owns, either directly or indirectly, more than 1% of
the capital stock of the Company. No Nominee has been, during the past five
years, an officer, employee, director, general partner or shareholder, of NBAI
TradeStreet or owned any securities or had any other material direct or
indirect interest in NBAI or any of its affiliates. None of the Nominees has
had, since the beginning of the current fiscal year, a material direct or
indirect interest in any material transactions or proposed material
transactions to which NBAI, TradeStreet or any affiliate thereof was or is to
be a party, other than a transaction involving an investment company in the
Company's "Fund Complex", as that term is defined under Rule 14a-101 of the
Securities Exchange Act of 1934, as amended (the "1934 Act"). No Nominee is a
party adverse, or has a material interest adverse, to the Company or any
affiliates thereof in connection with any material pending legal proceedings.
Since the beginning of the current fiscal year, none of the Nominees has
engaged in any transactions to which the Company was a party or been indebted
to the Company. Some of the Nominees and their affiliates have been customers
of NationsBank, an affiliate of NBAI. All extensions of credit to such persons
have been made in the ordinary course of business on substantially the same
terms, including interest rates and collateral, as those prevailing in
comparable transactions with others, and did not involve more than the normal
risk of collectability or present other unfavorable features. Based solely on
its review of copies of Forms 3 and 4 and amendments thereto and
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<PAGE>
Forms 5 received by it, or written representations from certain reporting
persons that no such Forms were required from such persons, the Company
believes that, during the fiscal year ended December 31, 1998, it complied with
all filing requirements applicable to its officers, directors and, if any,
greater-than-ten-percent beneficial owners.
COMMITTEES OF DIRECTORS
The Board of Directors meets regularly once each quarter at an in-person
meeting and may have special meetings. The Board held four regular meetings
during the fiscal year ended December 31, 1998. In addition, the Board has an
Audit Committee and a Nominating Committee. Both Committees are composed of all
three incumbent members of the Board of Directors. The function of the Audit
Committee is to (i) nominate the independent public accountants to be engaged
by the Company, subject to the approval of the Board of Directors and
ratification by the Stockholders, and (ii) review with the independent public
accountants the proposed scope of the annual audit, the results of their
examination, the financial statements and their opinion thereon. Thomas F.
Keller is Chairman of the Audit Committee. The Audit Committee met twice during
the year ended December 31, 1998. The function of the Nominating Committee is
to review information assembled for the purpose of selecting candidates for
nomination to membership on the Board and to recommend nominees for election as
directors. The Nominating Committee will consider nominees recommended by
Stockholders, in writing, that are submitted to the Secretary of the Company.
William H. Grigg is Chairman of the Nominating Committee. The Nominating
Committee did not hold a meeting during the fiscal year ended December 31,
1998. The Board has no standing compensation committee or committee performing
a similar function. In 1998, each Director attended at least 75% of the regular
meetings of the Board and, as appropriate, meetings of the committees of the
Board.
EXECUTIVE OFFICERS AND SIGNIFICANT EMPLOYEES
The Executive Officers and Significant Employees of the Company and their
principal occupations for at least the last five years and their other
affiliations are set forth below.
<TABLE>
<S> <C>
ROBERT H. GORDON, President, Nations Government Income Term Trust 2003, Inc.,
President Nations Government Income Term Trust 2004, Inc., and Nations Bal-
anced Target Maturity Fund, Inc.; President and Director,
NationsBanc Advisors, Inc. since February 1998; Senior Vice Presi-
dent, NationsBanc Advisors, Inc. 1995 - February 1998; Senior Vice
President, NationsBank, N.A. since 1993 and Bank of America
National Trust & Savings Association ("Bank of America NT&SA")
since 1998.
</TABLE>
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<TABLE>
<S> <C>
EDWARD D. BEDARD, Chief Financial Officer, Nations Government Income Term Trust
Chief Financial Officer 2003, Inc., Nations Government Income Term Trust 2004, Inc. and
Nations Balanced Target Maturity Fund, Inc., since 1997; Director of
NationsBanc Advisors, Inc. since 1997; Senior Vice President, Chief
Operating Officer, NationsBanc Advisors, Inc. since 1996; Senior Vice
President, Bank of America NT&SA, since 1998; Corporate Vice
President, New York Life Insurance 1992 - 1996; Treasurer, Seligman
Family of Funds January 1992 - June 1992; Senior Manager,
Price Waterhouse 1991 - 1992.
ROBERT B. CARROLL, Secretary, Nations Government Income Term Trust 2003, Inc., Nations
Secretary Government Income Term Trust 2004, Inc. and Nations Balanced Tar-
get Maturity Fund, Inc. since February 1997; Assistant General Coun-
sel, BankAmerica Corporation since 1996; Vice President, SEI Corpo-
ration, 1994 - 1996; Senior Special Counsel, Securities and Exchange
Commission, Division of Investment Management 1992 - 1994.
GERALD MURPHY, Treasurer, Nations Government Income Term Trust 2003, Inc.,
Treasurer Nations Government Income Term Trust 2004, Inc. and Nations Bal-
anced Target Maturity Fund, Inc., since 1999; Vice President,
Citibank, 1997 - December 1998; Director of Financial Administra-
tion, Playfair & Associates, LLC, 1995 - 1997. From 1990 to 1995,
Mr. Murphy held the position of Senior Vice President in charge of
mutual fund questions at Weiss, Peck & Greer.
</TABLE>
COMPENSATION OF MANAGEMENT
The following table shows compensation paid by the Company and the Fund
Complex to the Directors of the Company for the fiscal year ended December 31,
1998. Officers of the Company are employed by the Company's investment adviser
or sub-adviser and receive no compensation or reimbursements from the Company.
COMPENSATION TABLE
<TABLE>
<CAPTION>
NAME OF PERSON, AGGREGATE COMPENSATION TOTAL COMPENSATION FROM COMPANY
POSITION FROM COMPANY(1) AND FUND COMPLEX PAID TO DIRECTORS(2)
- ------------------- ------------------------ ------------------------------------
<S> <C> <C>
William H. Grigg
Director $ 7,000 $81,125(3)
Thomas F. Keller
Director $ 7,000 $85,125(4)
A. Max Walker
Chairman $11,000 $ 97,125
</TABLE>
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(1) The Company pays the Chairman of the Board $11,000 per year and each
Director $7,000 per year and reimburses each for travel and other out-of-
pocket disbursements incurred in connection with attending meetings.
(2) The Fund Complex consists of 10 registered investment companies in addition
to the Company.
(3) Includes $69,125 deferred compensation.
(4) Includes $69,125 deferred compensation.
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RETIREMENT PLAN
Under the terms of the Nations Fund Retirement Plan for Eligible Directors
(the "Retirement Plan"), each Director may be entitled to certain benefits upon
retirement from the Board of Directors of one or more of the open-end
investment companies (the "Funds") in the Company's Fund Complex. Pursuant to
the Retirement Plan, the normal retirement date is the date on which an
eligible director has attained age 65 and has completed at least five years of
continuous service with one or more of the Funds. If a Director retires before
reaching age 65, no benefits are payable. Each eligible director is entitled to
receive an annual benefit from the Funds equal to 5% of the aggregate
directors' fees payable by the Funds during the calendar year in which such
director's retirement occurs multiplied by the number of years of service (not
in excess of ten years of service) completed with respect to any of the Funds.
Such benefit is payable to each eligible director in quarterly installments for
a period of no more than five years. If an eligible director dies after
attaining age 65, such director's surviving spouse (if any) will be entitled to
receive 50% of the benefits that would have been paid (or would have continued
to have been paid) to the director if he had not died. The Retirement Plan is
unfunded. The benefits owed to each director are unsecured and subject to the
general creditors of the Funds. Each Director of the Company is a participant
in the Retirement Plan. Messrs. Grigg, Keller and Walker have 8, 7, and 13
years of credited service, respectively, with the Funds.
ESTIMATED ANNUAL RETIREMENT BENEFITS TABLE
<TABLE>
<CAPTION>
YEARS OF SERVICE
----------------------
REMUNERATION 5 10
-------------- --------- ----------
<S> <C> <C>
$ 25,000 $ 6,250 $12,500
50,000 12,500 25,000
75,000 18,750 37,500
100,000 25,000 50,000
</TABLE>
PROPOSAL 2: RATIFICATION OF SELECTION OF
INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors, upon recommendation of its Audit Committee, has
selected PricewaterhouseCoopers LLP ("PricewaterhouseCoopers"), which has
served as independent public accountants of the Company since 1994, as
independent public accountants of the Company to examine the financial
statements of the Company for its fiscal year ending December 31, 1999, and to
report thereon to the Board and the Stockholders. If more shares of the
Company's capital stock represented at the meeting are voted against
ratification of the selection of PricewaterhouseCoopers than for ratification,
the selection of auditors may be reconsidered by the Audit Committee and the
Board of Directors. To the best knowledge of management, the firm of
PricewaterhouseCoopers has no direct or material indirect financial interest in
the Company. PricewaterhouseCoopers acts as the independent public accountants
for the other investment companies in the Company's Fund Complex.
PricewaterhouseCoopers also acts as the independent public accountants for
affiliates of NBAI, including NationsBank, N.A. and NationsBank Corporation. If
the Company receives, at least five business days before the Annual Meeting,
any written request from one or more Stockholders to have representatives of
PricewaterhouseCoopers present at the Annual Meeting to respond to appropriate
questions from Stockholders, the Company will arrange to have such
representatives present and provide them with an opportunity to make a
statement if they so desire.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE TO RATIFY THE
SELECTION OF PRICEWATERHOUSECOOPERS.
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<PAGE>
ADDITIONAL INFORMATION
PROCEDURAL MATTERS
Each Stockholder of the Company will be entitled to one non-cumulative
vote for each share and a fractional non-cumulative vote for each fractional
share. As of the Record Date, there were 3,363,512 outstanding shares of the
Company. Shareholders holding a majority of the aggregate outstanding shares of
the Company at the close of business on the Record Date will constitute a
quorum for the approval of each of the proposals described in the accompanying
Notice of Annual Meeting and in this Proxy Statement. The two proposals
described above have differing thresholds for Stockholder approval. With
respect to the proposal relating to the election of Directors, the Directors
will be elected by a plurality of the voters cast. The proposal to ratify the
selection of PricewaterhouseCoopers as independent public accountants of the
Company will be approved if more votes are cast in favor of the proposal than
against. Stockholders are not entitled to rights of appraisal or similar rights
of dissenters with respect to any matter to be acted upon at the Annual
Meeting.
Any form of proxy which is properly executed and received in time to be
voted at the Annual Meeting will be counted in determining whether a quorum is
present and will be voted in accordance with the instructions marked thereon.
In the absence of instructions, any such form of proxy will be voted in favor
of (i) approving the removal of the fundamental investment restriction
prohibiting the Company from purchasing securities of other investment
companies; (ii) electing as Directors of the Company the three Nominees named
in the Proxy Statement for the terms indicated; and (iii) ratifying the
selection of PricewaterhouseCoopers as independent public accountants of the
Company for the fiscal year ending December 31, 1999. Abstentions and "broker
non-votes" (i.e., proxies from brokers or nominees indicating that such persons
have not received instructions from the beneficial owners or other persons
entitled to vote shares as to a particular matter with respect to which the
brokers or nominees do not have discretionary power to vote) will be counted
solely for purposes of determining whether a quorum is present and otherwise
will not be counted for or against any proxy to which they relate. Abstentions
and broker non-votes will have no effect, either for or against, on any of the
proposals.
If, by the time scheduled for the Annual Meeting, a quorum is not present,
or if a quorum is present but sufficient votes in favor of any of the proposals
are not received, the persons named as proxies may move for one or more
adjournments of the Annual Meeting to permit further solicitation of proxies
with respect to any of the proposals. Any such adjournment(s) will require that
more shares present in person or by proxy at the session of the Annual Meeting
to be adjourned be voted in favor of adjournment than against. The persons
named as proxies will vote in favor of such adjournment(s) those shares which
they are entitled to vote which have voted in favor of such proposals. They
will vote against any such adjournment(s) those proxies required to be voted
against such proposals.
The duly appointed proxies may, in their discretion, vote upon such other
matters as may come before the Annual Meeting or any adjournment(s) thereof,
including any proposal to adjourn a meeting at which a quorum is present to
permit the continued solicitation of proxies in favor of the proposals. A
Stockholder of the Company may revoke his or her proxy at any time prior to its
exercise by delivering written notice of revocation or by executing and
delivering a later-dated form of proxy to the Secretary of the Company, at the
address set forth on the cover page of this Proxy Statement, or by attending
the Annual Meeting in person to vote the shares held by such Stockholder.
Signed but unmarked forms of proxy will be counted in determining whether
a quorum is present and will be voted IN FAVOR of each of the proposals.
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SOLICITATION OF PROXIES AND PAYMENT OF EXPENSES
The cost of soliciting proxies for the Annual Meeting, consisting
principally of expenses incurred in preparing, printing and mailing proxy
materials, together with the costs of any supplementary solicitation and proxy
soliciting services provided by third parties, will be borne by the Company. In
following up the original solicitation of the proxies by mail, the Company may
request brokers and others to send forms of proxy and proxy materials to the
beneficial owners of the stock and may reimburse them for their reasonable
expenses in so doing. Proxies will be solicited in the initial, and any
supplemental, solicitation by mail and may be solicited in person, by
telephone, telegraph, telefacsimile, or other electronic means by officers of
the Company, personnel of NBAI or an agent of the Company. Compensation for
such services will be paid by the Company or NBAI, except that officers or
employees of the Company will not be compensated for performing such services.
SUBSTANTIAL SHAREHOLDERS
As of the close of business on the Record Date, there were no persons
known to the Company to be beneficial owners of 5% or more of the outstanding
shares of the Company.
ADDITIONAL INFORMATION
The Company, with principal executive offices located at One Bank of
America Plaza, Charlotte, North Carolina 28255, is subject to the informational
requirements of the 1934 Act and the 1940 Act, and in accordance therewith
files reports, proxy materials and other information with the SEC. Such
reports, proxy materials and other information may be inspected and copied at
the public reference facilities of the SEC at 450 Fifth Street, N.W.,
Washington, D.C. 20549. Copies of such materials can be obtained from the
Public Reference Section of the SEC at 450 Fifth Street, N.W., Washington, D.C.
20549, at prescribed rates.
NBAI and TradeStreet, both located at One Bank of America Plaza,
Charlotte, North Carolina 28255, are the investment adviser and the investment
sub-adviser, respectively, of the Company.
FUTURE SHAREHOLDER PROPOSALS
In the event any Stockholder wishes to present a proposal to Stockholders
of the Company for inclusion in the Proxy Statement and form of proxy relating
to the Annual Meeting of Stockholders to be held in the year 2000, such
proposal must be received by the Company on or before November 17, 1999.
OTHER MATTERS
The Board of Directors knows of no other business that will be presented
for consideration at the Annual Meeting. However, if other matters are properly
presented to the Annual Meeting, it is the intention of the proxy holders named
in the accompanying form of proxy to vote the proxies in accordance with their
best judgment.
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