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
MAYNARD OIL COMPANY
- --------------------------------------------------------------------------------
(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)(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>
MAYNARD OIL COMPANY
8080 N. Central Expressway
Suite 660
Dallas, Texas 75206
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To be Held May 17, 2000
The annual meeting of stockholders of MAYNARD OIL COMPANY will be held
on Wednesday, May 17, 2000, at 9:30 A.M., Dallas Time, at the offices of the
Company, 8080 N. Central Expressway, Suite 660, Dallas, Texas, for the following
purposes:
1. To elect three directors to hold office in accordance with
the Company's Certificate of Incorporation, as amended, until the 2001
Annual Meeting of Stockholders, or until their successors shall be duly
elected.
2. To transact such other business as may properly come before
the meeting or any adjournment thereof.
The Board of Directors has fixed the close of business on March 31,
2000, as the record date for determination of stockholders entitled to notice of
and to vote at the meeting.
Please sign, date and return the accompanying Proxy in the enclosed
envelope which requires no postage if mailed in the United States. All
stockholders of the Company are invited to attend the meeting in person.
By order of the Board of Directors
Linda K. Burgess
Secretary and Controller
Dallas, Texas
April 12, 2000
YOUR VOTE IS IMPORTANT. TO VOTE YOUR SHARES, PLEASE COMPLETE,
SIGN AND DATE THE ENCLOSED PROXY CARD AND MAIL IT PROMPTLY IN THE
ENCLOSED ENVELOPE.
<PAGE>
PROXY STATEMENT
MAYNARD OIL COMPANY
ANNUAL MEETING OF STOCKHOLDERS
May 17, 2000
GENERAL INFORMATION
This Proxy Statement is furnished to stockholders of Maynard Oil
Company on or about April 12, 2000, in connection with the solicitation of
proxies for use at the annual meeting of stockholders of the Company to be held
on May 17, 2000, at the time and place and for the purposes set forth in the
accompanying Notice of the meeting.
THE ACCOMPANYING PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
OF THE COMPANY AND IS REVOCABLE AT ANY TIME PRIOR TO BEING VOTED. All shares of
the Company's Common Stock, par value $.10, represented by properly executed and
unrevoked proxies will be voted, if the proxies are received in time for the
meeting. Any Stockholder giving a proxy has the right to revoke it at any time
before the proxy is exercised by giving notice to the Company in writing or in
open meeting.
The Company will bear the cost of solicitation of the proxies. In
addition to solicitation by mail, certain directors, officers and other
employees of the Company, not specifically employed for the purpose, may solicit
proxies, without additional remuneration therefor, by personal interview, mail,
telephone or telegraph. The Company may also reimburse brokers or other persons
holding shares in their name, or in the names of nominees, for expenses in
sending proxy material to principals and obtaining their proxies.
Each holder of Common Stock of record at the close of business on March
31, 2000, is entitled to one vote per share on all matters to come before the
meeting. Cumulative voting is not permitted under the Company's Certificate of
Incorporation and By-Laws. At the close of business on March 31, 2000, there
were outstanding and entitled to vote at the meeting 4,880,970 shares of Common
Stock. A majority of the outstanding shares must be represented at the meeting
in person or by proxy in order to have a quorum to conduct business at the
meeting.
A stockholder may, with respect to the election of directors, (i) vote
for all nominees named herein, (ii) withhold authority to vote for all such
nominees or (iii) vote for all such nominees other than any nominee with respect
to whom the stockholder withholds authority to vote. The nominees receiving the
highest number of votes cast for the number of positions to be filled shall be
elected. Accordingly, withholding authority to vote for a director nominee will
not prevent him from being elected. On any other matter which may properly come
before the meeting, the affirmative vote of the holders of a majority of the
shares represented in
<PAGE>
person or by proxy at the meeting and entitled to vote is required. Broker
non-votes will have no effect on any matter at the meeting.
SECURITIES BENEFICIALLY OWNED BY
PRINCIPAL STOCKHOLDERS AND MANAGEMENT
On March 31, 2000, 4,880,970 shares of the Company's Common Stock were
issued and outstanding. The following persons were known by the Company to be
the beneficial owners of more than 5% of the Company's Common Stock:
<TABLE>
Name of Beneficial Owner Number of Shares Percent of Class
------------------------ ---------------- -----------------
<S> <C> <C>
James G. Maynard 2,756,596 56.48
9933 Lawler Avenue
Suite 344
Skokie, IL 60077
Franklin Resources, Inc. (1) 540,000 11.06
777 Mariners Island Blvd.
San Mateo, CA 94404
Dimensional Fund Advisors Inc. (2) 399,000 8.17
1299 Ocean Avenue
11th Floor
Santa Monica, CA 90401
FMR Corp. (3) 477,300 9.78
82 Devonshire Street
Boston, MA 02109
1) According to a Form 13G dated January 26, 2000 filed with the Securities
and Exchange Commission, these shares are beneficially owned by one or more
open or closed-end investment companies or other managed accounts which are
advised by direct and indirect investment advisory subsidiaries (the
"Adviser Subsidiaries") of Franklin Resources, Inc. ("FRI"). Such advisory
contracts grant to such Adviser Subsidiaries all investment and/or voting
power over the securities owned by such advisory clients, and therefore,
the Adviser Subsidiaries may be deemed to be the beneficial owner of the
shares listed above.
Additionally, Charles B. Johnson and Rupert H. Johnson, Jr. each own in
excess of 10% of the outstanding Common Stock of FRI and are the principal
shareholders of FRI and may be deemed to be the beneficial owner of shares
held by persons and entities advised by FRI subsidiaries.
2) According to a Form 13G dated February 11, 2000 filed with the Securities
and Exchange Commission, Dimensional Fund Advisers, Inc. ("Dimensional"), a
registered
<PAGE>
investment adviser, furnishes investment advice to four investment
companies and serves as investment manager to certain other investment
vehicles, including commingled group trusts and separate accounts(these
investment companies, trusts, and accounts are the "Funds"). In its
role as investment adviser or manager, Dimensional possesses both
voting and/or investment power over the shares owned by the Funds and
may be deemed to be the beneficial owner of such shares.
3) According to a Form 13G dated February 14, 2000 filed with the
Securities and Exchange Commission, FMR Corp. is the parent holding
company which has the right to receive or the power to direct the
receipt of dividends or the proceeds from the sale of the above
referenced securities, on behalf of Fidelity Low-Priced Stock Fund, a
registered investment company, and as such, FMR may be deemed to be the
beneficial holder of such shares.
</TABLE>
The following table shows with respect to each director and nominee for
director of the Company, each 5% stockholder, each executive officer named in
the Summary Compensation Table below, and with respect to all directors and
executive officers as a group: (i) the total number of shares of Common Stock
beneficially owned as of March 31, 2000, and (ii) the percent of the total
number of shares of Common Stock outstanding as of that date:
Name of Percent
Beneficial Number of of
Owner Shares (1) Class
----------- ---------- -----
James G. Maynard 2,756,596 (2) 56.48
Franklin Resources,
Inc. 540,000 11.06
Dimensional Fund
Advisors, Inc 399,000 8.17
FMR Corp. 477,300 9.78
Robert B. McDermott 5,000 0.10
Ralph E. Graham 2,200 0.04
Glenn R. Moore -- --
L. Brent Carruth -- --
Kenneth W. Hatcher -- --
Linda K. Burgess -- --
All directors and executive
officers as a group
(7 persons) 2,763,796 56.62
(1) In accordance with regulations of the Securities and Exchange
Commission, stock ownership reflects shares with respect to which the
director, nominee, principal stockholder or executive officer has
voting power or investment power, or has a right to acquire such power.
Each director, nominee, principal stockholder or executive officer has
both sole voting power and sole investment power with respect to the
<PAGE>
shares set forth in the table. Beneficial ownership is disclaimed by
each director, nominee, principal stockholder or executive officer of
shares listed of which he or it would not, but for Rule 13d-3 under the
Securities Exchange Act of 1934, be deemed to be the beneficial owner.
(2) Includes 300,000 shares held of record by a corporation controlled by
Mr. Maynard and 2,456,59 shares held of record by Mr. Maynard, as
trustee of a trust for his benefit.
ELECTION OF DIRECTORS
In accordance with the Company's By-laws, three directors are to be
elected at the annual meeting. Each director elected will hold office until the
next annual meeting and until his successor is elected and qualified. Shares
represented by valid proxies will be voted for the election of the three
nominees listed below.
The nominees have consented to serve on the Board, if elected, but
should any of the three be unable to serve in this capacity at the time of the
meeting, the proxies will be voted by the proxy holders in their discretion for
any substitute nominee who may be designated by Management. It is anticipated
that the nominees will be available to serve as directors.
Names of Nominees Position with Company, Business
for Election Age Experience and other Directorships
------------ --- ----------------------------------
Ralph E. Graham 80 Director of the Company since 1993.
Partner of Day Oil Company, an oil and gas
exploration and drilling partnership.
James G. Maynard 74 Chief Executive Officer and Chairman of the
Board of the Company since
its incorporation in 1971.
Robert B. McDermott 72 Director of the Company since 1971. Business
Consultant and Director of The Cherry
Corporation, a manufacturer of switches,
sensors, controls, and specialized
semiconductors.
MEETINGS OF THE BOARD OF DIRECTORS AND THE COMMITTEES OF THE BOARD OF DIRECTORS
During 1999, the Board of Directors met eight times. The Compensation
Committee of the Board, comprised of Messrs. Maynard, Graham and McDermott, met
twice and the Audit Committee, comprised of Messrs. McDermott and Graham, met
twice. The Audit Committee meets with the public accountants and accounting
personnel of the Company for review of their respective information, opinions
and functions. For the year ended December 31, 1999, the Audit Committee
recommended, and the Board of Directors selected, PricewaterhouseCoopers LLP to
audit the Company's financial statements. The Compensation Committee sets the
compensation of the executive officers of the Company. Mr. Maynard's
compensation was determined by Messrs. McDermott and Graham as more
<PAGE>
fully described in the Compensation Committee Report on Executive Compensation.
The Board of Directors does not have a nominating committee. No incumbent
director attended fewer than 75% of the total number of meetings of the Board of
Directors and of the committees on which he served.
EXECUTIVE COMPENSATION
The table below sets forth certain information concerning the annual
and long-term compensation for services in all capacities to the Company for the
fiscal years ended December 31, 1999, 1998 and 1997, of those persons who were,
at December 31, 1999 (i) the chief executive officer, and (ii) the other four
executive officers of the Company.
<TABLE>
SUMMARY COMPENSATION TABLE
<CAPTION>
Annual Compensation(1)
---------------------------------------- All Other
Name and Principal Fiscal Compen-
Position Year Salary(2) Bonus(3) sation(4)
- ---------------------- ---- --------- -------- ---------
<S> <C> <C> <C> <C>
James G. Maynard 1999 $106,515 $ -0- $10,652(5)
Chairman of the Board, 1998 105,000 -0- 10,500
Chief Executive 1997 105,000 -0- 10,500
Officer and
Treasurer
Glenn R. Moore 1999 173,892 -0- 16,000(6)
President 1998 169,962 -0- 16,000
1997 165,885 -0- 15,976
L. B. Carruth 1999 146,785 7,395 14,678(7)
Vice President of 1998 143,794 -0- 14,380
Operations 1997 140,394 -0- 14,730
Kenneth W. Hatcher 1999 132,904 6,700 13,290(8)
Vice President of 1998 130,050 -0- 13,006
Finance 1997 126,456 -0- 13,264
Linda K. Burgess 1999 104,346 5,250 10,434(9)
Controller and 1998 102,433 -0- 10,242
Corporate Secretary 1997 99,125 -0- 9,913
(1) The Company does not maintain a "long term incentive plan" as that term
is defined in the applicable rules.
(2) Includes amounts deferred under the Company's Thrift Investment Plan.
(3) Includes bonus awards earned for performance in the fiscal year even
though such amounts could be payable in subsequent years.
<PAGE>
(4) Totals shown consist of the Company's contributions to (i) the
Retirement Plan in the amount of 5% of annual salary for 1997, 1998 and
1999, unless otherwise specified below and (ii) the Thrift Investment
Plan for the remainder.
(5) During 1999, $5,326 was accrued in the Retirement Plan and $5,326 in
the Thrift Investment Plan on behalf of Mr. Maynard.
(6) During 1999, $8,000 was accrued in the Retirement Plan and $8,000 in
the Thrift Investment Plan on behalf of Mr. Moore.
(7) During 1999, $7,339 was accrued in the Retirement Plan and $7,339 in
the Thrift Investment Plan on behalf of Mr. Carruth.
(8) During 1999, $6,645 was accrued in the Retirement Plan and $6,645 in
the Thrift Investment Plan on behalf of Mr. Hatcher.
(9) During 1999, $5,217 was accrued in the Retirement Plan and $5,217 in
the Thrift Investment Plan on behalf of Ms. Burgess.
</TABLE>
The table below summarizes certain information with respect to the value of the
stock participation units held by executive officers at December 31, 1999.
Aggregated Stock Participation (SPAR) Exercises in 1999
and December 31, 1999 Stock Participation (SPAR) Values
Number of
Securities Value of
Underlying Unexercised
Unexercised In-the-Money
SPARs at SPARs at
12/31/99 (#) 12/31/99 (2)
Exercisable (1)/ Exercisable/
Unexercisable Unexercisable
------------- -------------
Maynard 0/0 $ 0/0
Moore 29,000/0 136,500/0
Carruth 15,000/0 70,313/0
Hatcher 13,500/0 64,125/0
Burgess 11,000/0 51,563/0
(1) All prior awards of stock participation units are 100% vested at
December 31, 1999, but only become exercisable upon termination of
employment with the Company.
(2) Based upon a price of $9.75 per share, the last bid price on
NASDAQ of the Company's Common Stock on December 31, 1999.
There were no awards of stock participation units to any employee in 1999.
<PAGE>
COMPENSATION OF DIRECTORS
During 1999, each director, who was not an employee of the Company,
received an annual retainer of $10,000. In addition, each committee member who
was not an employee of the Company (two members for both the Compensation and
Audit Committees) received an annual amount of $4,000 for services on each
committee.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Committee's objective is to maintain a competitive industry posture
by compensating all executives fairly, for both their long-term and recent
contributions to the Company. The Committee believes that services of
outstanding value can be rendered in periods of financial or operating
stringency, as well as in boom times.
Compensation for each executive includes a salary and from time to time
longer-term incentive compensation, such as stock participation units. The
Committee considers the total compensation (earned or potentially available) of
each executive officer in establishing each element of compensation. Cash
bonuses of $68,516 were authorized in 1999 for 28 employees of which $19,345 was
allocated to executive officers..
Salaries for executives are reviewed by the Committee on an annual
basis and may be increased to reflect the individual's contribution to the
Company or changes in the competitive level of pay. The Committee has access to
a national survey on oil and gas company compensation, which includes executives
in both larger and smaller companies. Companies which participated in the
compensation survey include privately held corporations, as well as companies on
NASDAQ, the American Stock Exchange, and the New York Stock Exchange. This
national survey is believed to be the best available information for the
intended purpose. The executive officers of the Company are paid compensation
which generally ranks them in or below the mid-range of executives in similar
positions for corporations of similar size.
The Compensation Committee evaluates the salary of Mr. Maynard, the
Chief Executive Officer, based largely on the Committee's assessment of his past
and current performance and its expectation as to his future contributions in
leading the Company and its business. The Compensation Committee believes a key
indicator for an oil and gas company, such as Maynard Oil, is the accretion of
shareholder value. Ordinarily, this is measured by the replacement of
hydrocarbon reserves through drilling or acquisition, the cost of such reserves
and the extent of the risk to which the shareholder's investment has been
subjected. During 1999, the Company was successful in acquiring two sizeable
groups of producing oil and gas properties which added 4.7 million barrels of
oil and 18 bcf of gas to the Company's hydrocarbon reserve base at a cost of
$42.9 million, or an initial cost of approximately $5.57 per net equivalent
barrel. The acquisition cost was financed through additional bank borrowings
which will increase the ultimate cost per barrel paid for the properties at
least by the amount of interest expense paid on these borrowings. The Committee
believes that Mr. Maynard's contributions to the Company warrant a salary
substantially in excess of what he is paid; it has limited Mr. Maynard's
compensation at Mr. Maynard's express request.
<PAGE>
The Committee also considered the Company's performance in determining
other executive officer salaries for 1999. It considered these factors both on
an absolute basis and relative to the oil and gas industry, in general. In
determining salaries for executive officers, other than Mr. Maynard, the
Committee reviewed the Chief Executive Officer's recommendations based upon
individual performance, as well as the factors mentioned in the above paragraph.
Since the price of the Company's stock is affected to a significant
degree by oil and gas prices, over which executives have no control, and various
other factors over which they have limited control, the Committee has focused on
salaries as the principal means of providing incentives and rewarding executive
performance. The Company did not award stock options, stock participation units
or other stock based incentives in 1999.
During 1999, the Compensation Committee consisted of Ralph E. Graham,
James G. Maynard and Robert B. McDermott, all directors of the Company. Mr.
Maynard does not take part in the determination of his compensation.
The Compensation Committee Report on Executive Compensation shall not
be deemed incorporated by reference by any general statement incorporating by
reference this proxy statement into any filing under the Securities Act of 1933
or under the Securities Exchange Act of 1934, except to the extent that the
Company specifically incorporates the information by reference, and shall not
otherwise be deemed filed under such Acts.
For the Compensation Committee
James G. Maynard
Robert B. McDermott
Ralph E. Graham
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
James G. Maynard is Chief Executive Officer and Chairman of the Board
of the Company.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires that
certain of the Company's officers, its directors and 10% shareholders file with
the Securities and Exchange Commission and Nasdaq an initial statement of
beneficial ownership and certain statements of changes in beneficial ownership
of Common Stock of the Company. Based solely on its review of such forms
received by the Company and written representation from the directors and
officers that no other reports were required, the Company is unaware of any
instances of noncompliance, or late compliance, with such filings during the
fiscal year ended December 31, 1999.
<PAGE>
PERFORMANCE GRAPH
Set forth below is a line graph comparing the yearly cumulative total
stockholder return on the Company's Common Stock against the cumulative total
return of the NASDAQ Stock Market for U.S. Companies and the NASDAQ Industry
Index for oil and gas production companies for the five fiscal years ending
December 31, 1999. This graph assumes that $100 was invested on December 31,
1994 and that all dividends were reinvested. The performance shown on the graph
below is not necessarily indicative of future performance. The Company will make
available to requesting stockholders the identities of the companies within the
CRSP Index for NASDAQ stock (SIC-1300-1399 US Companies). All of the companies
listed in this index are involved in oil and gas extraction.
The Performance Graph below shall not be deemed incorporated by
reference by any general statement incorporating by reference this proxy
statement into any filing under the Securities Act of 1933 or under the
Securities Exchange Act of 1934, except to the extent that the Company
specifically incorporates this information by reference, and shall not otherwise
be deemed filed under such Acts.
Comparison of Five-Year-Cumulative Total Returns
Prepared by the Center for Research in Security Prices, University of Chicago
CRSP Index
CRSP Index For
for NASDAQ
Nasdaq Stock Stocks (SIC
Fiscal Year Maynard Oil Market 1300-1399
Covered Company (US Companies) US Cos.)*
---------- -------- -------------- ------------
12/31/94 100.0 100.0 100.0
12/31/95 135.0 141.3 123.7
12/31/96 375.0 173.9 202.4
12/31/97 205.0 213.1 218.8
12/31/98 150.0 300.4 99.1
12/31/99 200.0 556.0 122.2
Note:
* The peer index includes results from all US companies trading on NASDAQ
in the 130 SIC group, oil and gas extraction and production companies,
which includes 185 Companies over the period presented and 65 active at
December 31, 1999.
<PAGE>
INDEPENDENT ACCOUNTANTS
PricewaterhouseCoopers LLP audited the Company's financial statements
for the year ending December 31, 1999 and has been selected as the independent
accounting firm who will audit the Company's financial statements for the year
ending December 31, 2000. Representatives of PricewaterhouseCoopers are expected
to be present at the meeting and will be given the opportunity to make a
statement if they desire to do so and are expected to be available to respond to
appropriate questions.
STOCKHOLDER'S PROPOSALS
Any proposal by a stockholder of the Company intended to be presented
at the 2001 annual meeting of stockholders and included in the Company's proxy
statement and form of proxy relating to that meeting, must be received by the
Company at its principal executive office not later than December 14, 2000, and
must also comply with other requirements of the proxy solicitation rules of the
Securities and Exchange Commission.
In accordance with the Company's By-laws, any stockholder proposals
with respect to nominations or other stockholder business intended to be
presented at the 2001 annual meeting of stockholders, but not included in the
Company's proxy statement and form of proxy relating to that meeting, must be
made by notice in writing, delivered or mailed by first class United States
mail, postage prepaid, to the Company's Secretary no later than February 16,
2001. Such notice shall set forth (i) the name, age, business address and
residence address of the proponent of each proposal in such notice, (ii) the
principal occupation or employment of such proponent, and (iii) the number of
shares of the Company's stock beneficially owned by such proponent.
OTHER MATTERS
The Management of the Company does not know of any other matters that
are to be presented for action at the annual meeting. Should any other matter
come before the meeting, however, the persons named in the enclosed proxy will
have discretionary authority to vote all proxies with respect to such matter in
accordance with their judgment.
By Order of the Board of Directors
Linda K. Burgess
Secretary and Controller
Dallas, Texas
April 12, 2000
<PAGE>
MAYNARD OIL COMPANY
This Proxy is Solicited on Behalf of the Board of Directors
The undersigned hereby appoints James G. Maynard and Glenn R. Moore as
Proxies, each with the power to appoint a substitute, and hereby authorizes them
to vote, as designated on the reverse side, all shares of common stock of
Maynard Oil Company held of record by the undersigned on March 31, 2000, at the
Annual Meeting of Stockholders to be held on May 17, 2000, or any adjournment or
adjournments thereof.
In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting. THIS PROXY, WHEN PROPERLY
EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED
STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR THE DIRECTOR
NOMINEES.
(continued on reverse side)
<PAGE>
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED FOR PROPOSAL 1.
1. To vote for the election of James G. Maynard, Ralph E. Graham and
Robert B. McDermott as directors, to hold office until the 2001 Annual
Meeting of Stockholders. If it is desired that votes be withheld from
the election of any of the individual nominees, his name should be
written in the following space.
----------------------------------------
FOR WITHHOLD
AUTHORITY
TO VOTE
2. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting.
THIS PROXY IS SOLICITED ON BEHALF
OF THE COMPANY'S BOARD OF DIRECTORS
WHICH ENCOURAGES EACH SHAREHOLDER
OF RECORD TO VOTE.
Please sign exactly as name appears
hereon. When shares are held by
joint tenants, both should sign.
When signing as attorney, as
executor, administrator, trustee or
guardian, please give full title as
such. If a corporation, please sign
in full corporate name by President
or other authorized officer. If a
partnership, please sign in
partnership name by authorized
person.
PLEASE MARK, SIGN, DATE AND RETURN
THE PROXY CARD PROMPTLY USING THE
ENCLOSED ENVELOPE.
- ----------------------- ------------------------ -----------------
Signature(s) Signature(s) Date
