<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. ___)
Filed by the Registrant [X]
Filed by a Party other than the Registrant
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-
6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to (S)240.14a-12
SOUTHERN INVESTORS SERVICE COMPANY, 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)(1) and 0-11.
1) Title of each class of securities to which transaction applies:
--------------------------------------------------------------------------
2) Aggregate number of securities to which transaction applies:
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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):
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4) Proposed maximum aggregate value of transaction:
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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:
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2) Form, Schedule or Registration Statement No.:
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3) Filing Party:
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4) Date Filed:
<PAGE>
SOUTHERN INVESTORS SERVICE COMPANY, INC.
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 16, 2000
To the Stockholders of
Southern Investors Service Company, Inc.:
Notice is hereby given that the Annual Meeting of Stockholders of Southern
Investors Service Company, Inc., a Delaware corporation (Company), will be held
in the board room of the Company's corporate offices, 2727 North Loop West,
Suite 200, Houston, Texas 77008, on Tuesday, May 16, 2000 at 10:00 a.m., Houston
time, for the following purposes:
(a) To elect three directors to serve until the next annual meeting of
stockholders or until their respective successors shall be elected and
qualified;
(b) To ratify the appointment of Arthur Andersen LLP as independent
public accountants for the Company for the year ending December 31, 2000;
and
(c) To transact such other business as may properly come before the
meeting or any adjournments thereof.
Only holders of Common Stock, $1.00 par value, of record on April 20, 2000
are entitled to notice of and to vote at the meeting or any adjournment thereof.
By Order of the Board of Directors,
[SIGNATURE APPEARS HERE]
WALTER M. MISCHER, SR.
Chairman of the Board and
Chief Executive Officer
Houston, Texas
April 27, 2000
IMPORTANT
IT IS IMPORTANT THAT YOUR STOCK BE REPRESENTED AT THE MEETING REGARDLESS OF
THE NUMBER OF SHARES YOU HOLD. PLEASE COMPLETE, SIGN AND MAIL THE ENCLOSED PROXY
IN THE ACCOMPANYING ENVELOPE PROMPTLY, WHETHER OR NOT YOU INTEND TO BE PRESENT
AT THE MEETING. THIS PROXY IS REVOCABLE AT ANY TIME PRIOR TO ITS USE.
<PAGE>
SOUTHERN INVESTORS SERVICE COMPANY, INC.
2727 NORTH LOOP WEST
SUITE 200
HOUSTON, TEXAS 77008
---------------
PROXY STATEMENT
---------------
GENERAL INFORMATION
This Proxy Statement is furnished to the stockholders of Southern Investors
Service Company, Inc. (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 to be held on May 16. 2000 (Meeting). It is anticipated that proxy
solicitation materials will be first mailed to stockholders on April 27, 2000.
Proxies in the form enclosed, properly executed by stockholders and returned to
the Company, which are not revoked, will be voted at the Meeting. Proxies will
be voted in accordance with the directions specified thereon, and otherwise in
accordance with the judgment of the persons designated as proxies. Any proxy on
which voting instructions are not specified will be voted for the nominees for
the office of director named herein and in favor of the ratification of Arthur
Andersen LLP as independent public accountants for the Company for the year
ending December 31, 2000. A proxy may be revoked by giving written notice of
such revocation to the Secretary of the Company at any time before such proxy is
voted at the Meeting.
The Annual Report to Stockholders with respect to the Company's fiscal year
ended December 31, 1999 is being mailed to stockholders contemporaneously with
the proxy solicitation materials. The Annual Report does not form a part of the
material for the solicitation of proxies.
OUTSTANDING CAPITAL STOCK
The record date for determining the stockholders of the Company entitled to
notice of and to vote at the Meeting is the close of business on April 20, 2000.
At the close of business on that date, the Company had issued and outstanding
and entitled to vote at the Meeting 3,168,929 shares of common stock, $1.00 par
value (Common Stock).
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<PAGE>
QUORUM AND VOTING
The presence, in person or by proxy, of the holders of a majority of the
3,168,929 shares of Common Stock outstanding is necessary to constitute a quorum
at the Meeting. In accordance with Delaware law and the Company's charter and
bylaws, each qualifying share of Common Stock is entitled to one vote on each
matter to be acted upon at the Meeting. In establishing the presence of a
quorum, abstentions and broker non-votes will be included in the determination
of the number of shares represented at the Meeting. Abstentions will have the
same effect as a vote against a proposal; broker non-votes, however, are not
included in the tally of votes cast and will not affect the outcome of a
proposal.
PRINCIPAL SECURITY HOLDERS
To the best knowledge of the Company, the following table sets forth all
persons beneficially owning more than 5% of the Common Stock at April 20, 2000.
Unless otherwise indicated, each of the following persons may be deemed to have
sole voting and dispositive power with respect to such shares.
<TABLE>
<CAPTION>
AMOUNT AND
NATURE OF PERCENT
NAME AND ADDRESS OF BENEFICIAL OWNER BENEFICIAL OWNER OF CLASS
------------------- ---------
<S> <C> <C>
Walter M. Mischer.......................... 915,240(a) 28.88%
2727 North Loop West, Suite 200
Houston, Texas 77008
FCLT Loans, L.P............................ 805,156 25.41%
1021 Main St., Suite 250
Houston, Texas 77002
John D. Weil............................... 335,695(b) 10.59%
200 North Broadway, Suite 825
St. Louis, Missouri 63102
Texas Commerce Bank National Association... 307,549 9.71%
P. O. Box 2558
Houston, Texas 77252
</TABLE>
__________
(a) The number of shares of the Common Stock set forth as being beneficially
owned by Mr. Mischer includes 2,250 shares of Common Stock that Mr. Mischer
holds as custodian for his grandchildren.
3
<PAGE>
(b) The number of shares of Common Stock set forth as being beneficially owned
by Mr. Weil includes 308,695 shares of Common Stock held by Mr. Weil and
27,000 shares of Common Stock held by trusts of which Mr. Weil is the
trustee.
NOMINEES FOR DIRECTORS
Each of the following persons is a nominee for election as a director and
is currently a member of the Board of Directors. Directors will be elected by
the majority vote of the shares of Common Stock represented at the Meeting and
entitled to vote. The term of office for which the following persons are
nominated will expire at the next annual meeting of stockholders of the Company
or when their respective successors shall have been duly elected and shall have
qualified. Should any nominee for the office of director named herein become
unable or unwilling to accept nomination or election, the person or persons
acting under the proxies will vote for the election in his stead of such other
persons as the Board of Directors may recommend. The Board of Directors has no
reason to believe that any of the nominees will be unable or unwilling to serve
if elected to office and, to the knowledge of management, the nominees intend to
serve the entire term for which election is sought.
Unless otherwise noted, the information provided in the column below
captioned "Principal Occupation" indicates the principal occupation and
employment of each nominee during the past five years and the name and principal
business of any corporation or other organization in which such occupation or
employment was carried on.
<TABLE>
<CAPTION>
DIRECTOR OF THE
NOMINEES FOR DIRECTOR AGE PRINCIPAL OCCUPATION COMPANY SINCE
- ---------------------------------- ------- ---------------------------------- -------------------
<S> <C> <C> <C>
Walter M. Mischer (a)(b)(c)(d).... 77 Chairman of the Board and Chief 1955
Executive Officer, Southern
Investors Service Company, Inc.,
Houston, Texas
Walter M. Mischer, Jr. (b)(e)..... 49 President and Chief Operating 1976
Officer, Southern Investors
Service Company, Inc., Houston,
Texas
John D. Weil (c)(d)............... 59 Private Investor, St. Louis, 1992
Missouri
</TABLE>
- -----------
(a) As a result of Mr. Mischer's ownership of the shares of Common Stock as
described in "Principal Security Holders" above, Mr. Mischer may be deemed
to be a control person of the Company for reasons other than his position
as a director of the Company. Mr. Mischer is the father of Walter M.
Mischer, Jr.
(b) Member of Executive Committee.
(c) Member of Audit Committee.
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(d) Member of Compensation Committee.
(e) Mr. Mischer, Jr. is the son of Walter M. Mischer.
The following table sets forth certain information concerning the ownership
of shares of Common Stock by the nominees for director, the executive officers
and by all directors and executive officers of the Company as a group:
SECURITIES OWNED BENEFICIALLY AT APRIL 20, 2000
AMOUNT AND NATURE OF
DIRECTOR OR NOMINEE BENEFICIAL OWNER(a) PERCENT OF CLASS
- ------------------- -------------------- -----------------
Walter M. Mischer 915,240(b) 28.9%
Walter M. Mischer, Jr. 19,044(c)(d) (e)
John D. Weil 335,695(f) 10.6%
All directors and executive
officers as a group 1,269,979 40.1%
- ----------
(a) Except as otherwise described herein, each nominee may be deemed to have
sole voting and dispositive power with respect to his shares.
(b) Includes 2,250 shares held by Mr. Mischer as custodian for his
grandchildren.
(c) Includes 50 shares held by Mr. Mischer, Jr. as custodian, and 800 shares
held by trusts of which Mr. Mischer, Jr. serves as co-trustee and as to
which he shares voting and dispositive power.
(d) Does not include 120,548 shares of Common Stock held by the Walter M.
Mischer, Jr. 1972 Trust. Mr. Mischer, Jr. is the sole beneficiary of such
trust but does not exercise any voting or dispositive power with respect to
any securities held by such trust.
(e) Less than 1%.
(f) Includes 27,000 shares of Common Stock held by trusts of which Mr. Weil is
trustee.
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<PAGE>
The Board of Directors held one meeting during 1999 and each of the
directors attended. Committees of the Board of Directors include the Executive
Committee, the Audit Committee and the Compensation Committee. The Audit
Committee, which was established in May 1979, did not hold any meetings in 1999;
however, the members thereof communicated informally from time to time in 1999.
The Audit Committee's function is to recommend an independent auditor for each
ensuing year and to review financial statements, audit results, the scope of
audit procedures and the auditors' evaluation of internal controls. The
Executive Committee did not hold any meetings during 1999; however, the members
thereof communicated informally from time to time in 1999. The Compensation
Committee, which was established in January 1982, did not hold any meetings
during 1999; however, the members thereof communicated informally from time to
time in 1999. The Compensation Committee's principal function is to administer
the Key Employee Equity Participation Incentive Plan, as described below. The
Board of Directors does not have a nominating committee or other committees
performing similar functions. The directors do not receive any compensation for
their service as directors.
The following nominees hold directorships (or trusteeships, as indicated)
in the companies indicated, which companies have a class of securities
registered pursuant to the requirements of the Securities Exchange Act of 1934:
Walter M. Mischer - Southwest Airlines Co. and Howell Corporation; John D. Weil
- - Physicians Insurance Company of Ohio, Ogelbay Norton Company, Todd Shipyards
Corporation, American Healthcare Products, Inc. and Baldwin & Lyons, Inc.
EXECUTIVE OFFICERS
Each of the following persons has been chosen to become an executive
officer of the Company. The term of office for which the following persons are
to be elected will expire at the first Board of Directors meeting following the
2001 Annual Meeting of Stockholders of the Company or when their respective
successors shall have been duly elected and shall have qualified.
<TABLE>
<CAPTION>
SERVED IN SUCH
NAME AGE OFFICE CAPACITY SINCE
- ---------------------------------- ------- ---------------------------------- -------------------
<S> <C> <C> <C>
Walter M. Mischer................. 77 Chairman of the Board 1969
Chief Executive Officer 1976
Walter M. Mischer, Jr............. 49 President 1981
Chief Operating Officer 1981
Eric M. Schumann.................. 49 Senior Vice President-Finance 1992
</TABLE>
6
<PAGE>
EXECUTIVE COMPENSATION
COMPENSATION
The Company did not pay any compensation to Walter M. Mischer, the Chief
Executive Officer, in 1999, and the Company paid him $11,099 in 1998. No other
executive officer of the Company received aggregate direct remuneration from the
Company and its subsidiaries in excess of $100,000 during the calendar year
ended December 31, 1999. The Company has no stock option, retirement or pension
plans.
CERTAIN TRANSACTIONS
Sale of Lajitas
The Company determined in late 1999 that the sale of its sole remaining
operating asset, the Lajitas Resort and two adjoining tracts of land in west
Texas, would facilitate the Company's ability to settle its existing liabilities
most favorably. The Company's decision to sell Lajitas at this time was also
influenced by its perception that a strong marketplace currently favors sellers
of specialty properties. After considering the efficacy of the Company's past
efforts and reviewing sales of other specialty properties, the Company
determined that the best alternative would be to sell the property through an
auction process. As a result, the Company retained the National Auction Group,
Inc., (National Auction) to conduct an auction of Lajitas. The auction was
conducted on February 24, 2000 and the property was sold for $3,950,000 (the
Purchase Price). The sale is scheduled to close when the required regulatory
approvals are received (the Closing Date).
In accordance with the terms of the purchase agreement approved by the
Board of Directors of the Company and a majority of the Company's shareholders
(the Purchase Agreement), the buyer will pay the Purchase Price to the Company
by wire transfer of immediately available funds to a title company at the
closing. The buyer will pay National Auction a fee in the amount of $296,250
(7.5% of the Purchase Price), $162,000 of which will be paid by National Auction
to the Company as reimbursement for advertising expenses. The Company will pay
National Auction a commission equivalent to 6% of the proceeds it receives from
the transaction. The buyer has deposited 10% of the Purchase Price as earnest
money with the title company.
Approximately 55% of the Lajitas real estate is subject to a mortgage in
favor of Walter M. Mischer, Chairman of the Board and Chief Executive Officer of
the Company. The mortgage secures approximately $720,000 of indebtedness to Mr.
Mischer, consisting of $497,000 of principal and approximately $223,000 of
accrued interest at April 20, 2000. It will be necessary for the Company to use
a portion of the proceeds from the sale of Lajitas to repay this indebtedness in
order to remove the mortgage lien from the property and convey free and clear
title to the buyer.
As part of the property being sold pursuant to the Purchase Agreement, the
buyer will purchase a portion of the employee housing at the resort that is
currently owned by Mr. Mischer. Mr. Mischer has agreed to sell this housing to
the Company immediately prior to the closing for
7
<PAGE>
$275,000, which amount represents the actual cost incurred by Mr. Mischer in
connection with the construction of the housing. Mr. Mischer agreed to provide
such employee housing for Lajitas at a time when the Company was unable to
finance construction on acceptable terms.
The 1982 Partnership
In 1982 the Board of Directors instituted a Key Employee Equity
Participation Incentive Plan (Incentive Plan) for certain key employees of
Mischer Development, Inc. (MDI), the Company's former wholly owned subsidiary
engaged in developing and managing office buildings. To implement the Incentive
Plan, the Compensation Committee of the Board of Directors allocated to the
participating employees, in the aggregate, a 4.58% interest in a limited
partnership formed in January 1982 (1982 Partnership). The Company, as general
partner, currently holds a 28.75% interest in the 1982 Partnership. As discussed
below, Walter M. Mischer, as Trustee, owns a 66.67% interest in the 1982
Partnership, as a new class of limited partner. Limited partners hold the
remaining 4.58%. Their positions with the Company (if any), and their interest
in the 1982 Partnership are as follows: Walter M. Mischer, Jr., President, Chief
Operating Officer, and director - 1.67%; C. Ronald Blankenship - 1.67%; George
Ruhlen - 0.83%; and Robert E. McDonald - 0.41%. The limited partners made
capital contributions to the 1982 Partnership at the time of its formation. The
1982 Partnership owns a 20% equity interest in a ten-story office building in
Houston, Texas, completed in 1983. As of the date of this Proxy Statement, the
value, if any, ultimately realizable from a limited partner's interest in the
1982 Partnership is not ascertainable.
The Company, as general partner, is solely responsible for determining when
any distribution is to be made to the partners. All profits, losses and
distributions of the 1982 Partnership are allocated among the partners in
accordance with the partnership agreement. Under the terms of the limited
partnership agreement, the Company may, at its option, and will, at the option
of the limited partner, purchase the partnership interest of a limited partner
who is no longer employed by the Company or any of its subsidiaries. The
agreement contains complex provisions regarding the purchase price payable,
which may be substantial, to a limited partner upon exercise of such option.
Other Transactions
During 1992, the Company restructured the debt of one of its joint
ventures. In connection with this restructuring, the Company issued a $300,000
principal amount note payable to the other joint venture partner. This note was
secured by the Company's 20% equity interest in the joint venture and was due
September 1995. Due to the Company's financial condition, it was unable to
retire this note at maturity. During December 1995, the 1982 Partnership
(through which the Company held its 20% interest in the joint venture) admitted
Walter M. Mischer, Trustee, as a new class of limited partner in exchange for a
capital contribution of $306,000. These funds were used to repay the note and
accrued interest. In exchange for the capital contribution, Mr. Mischer, as
Trustee, will receive (i) the first $306,000 of any future cash flow, (ii)
interest on the $306,000 at 10% compounded annually, and (iii) 66.67% of any
remaining cash flow. As a result of this transaction, the Company's effective
ownership in the joint venture partnership was reduced to 6.7%.
8
<PAGE>
During 1998 and 1999, the Company shared its principal executive offices at
no charge with companies affiliated with the Chairman of the Board and Chief
Executive Officer, Walter M. Mischer.
During 1996, the Company executed two notes to Mr. Mischer. The first note
was paid in March 1998. The second note is secured by receivables, is payable
monthly as collections on the related receivables are received, and bears
interest at the rate of 9%, with a final maturity of July 2001. During 1998, the
Company borrowed $154,000 and made payments of $65,000 in connection with this
second note. During 1999, the Company made payments of $46,000 in connection
with the note. As of December 31, 1999, the outstanding principal balance of the
note was $145,000.
During 1999, the Company executed an additional promissory note in the
principal amount of $200,000 payable to Mr. Mischer. This note, secured by the
Company's ownership interest in a real estate partnership, bears interest at 8%
and was due March 31, 2000. During 1999, the Company borrowed $162,000 on this
note, the proceeds of which were used to fund the auction expenses in connection
with the proposed sale of Lajitas.
During 1992 and 1987, Walter M. Mischer purchased certain notes receivable
of the Company at the face amount of $83,000 and $546,000, respectively. The
Company is required at Mr. Mischer's election to repurchase, at par, any note
with a payment more than 90 days delinquent. None of these notes had been
repurchased as of December 31, 1999.
During 1993, in connection with the restructuring of the Company's
debentures, the Company issued $3,440,000 in unsecured promissory notes to
certain directors, stockholders and affiliates, including notes to Mr. Mischer,
Mr. Mischer, Jr., Mr. Weil and John W. Storms, Trustee, in the aggregate
principal amount of $2,995,000, to consolidate amounts due for certain debenture
loans, debentures held by them and accrued and unpaid interest. These notes bear
interest at 6% compounded annually and were due October 2, 1996. No payments
have been made on these notes to date.
Prior to 1999, the Company managed real estate projects in which Mr.
Mischer or members of his family had effective ownership interests ranging from
13% to 100%. During 1998, revenue recognized from managing such projects totaled
approximately $442,000. The management contracts were cancelable upon thirty
days notice. During March 1998, five of these projects which paid an aggregate
monthly management fees of $30,000 were sold and as a result the management
contracts were canceled by the new owners. As of December 31, 1998, the Company
had accounts receivable from these and other projects of $87,000. These
receivables were collected in full in 1999. All management activities ceased
effective January 1, 1999.
In the opinion of management of the Company, all of the transactions
described above were effected on terms at least as favorable to the Company as
those which could have been obtained from unaffiliated third parties.
9
<PAGE>
STOCKHOLDER PROPOSALS
Stockholders of record desiring to present an appropriate resolution at the
2001 Annual Meeting of Stockholders must furnish the proposed resolution to the
Company at 2727 North Loop West, Suite 200, Houston, Texas 77008, Attention:
Secretary, no later than December 28, 2000 for inclusion in the Company's proxy
statement and form of proxy relating to such meeting. In order to avoid
controversy as to the date on which any such proposal is received by the
Company, it is suggested that stockholders submit their proposals by Certified
Mail-Return Receipt Requested.
RATIFICATION OF APPOINTMENT OF AUDITORS
The Board of Directors has appointed Arthur Andersen LLP, independent
public accountants, to examine and report upon the financial statements of the
Company and its consolidated subsidiaries for the year ending December 31, 2000,
and unless otherwise directed, the proxy will be voted to ratify such
appointment. Representatives of Arthur Andersen LLP will be present at the
Meeting and will have the opportunity to make a statement and to respond to
appropriate questions.
10
<PAGE>
OTHER MATTERS
The enclosed proxy is being solicited on behalf of the Board of Directors
of the Company. The expense of preparing, printing and mailing the form of proxy
and the material used in the solicitation thereof will be borne by the Company.
In addition to solicitation by mail, certain officers and regular employees may
solicit the return of proxies by telephone, telegram or personal interview. The
Company has requested brokers, custodians, nominees and other record holders to
forward copies of the proxies and soliciting material to persons for whom they
hold shares of the Company and will reimburse such holders for their charges or
expenses.
The Board of Directors has no information that any matters other than those
referred to in this Proxy Statement will be brought before the Meeting. If,
however, other matters do come before the Meeting, the proxy confers
discretionary authority on the persons named in the proxy to vote it in
accordance with the recommendations of management.
By Order of the Board of Directors,
[SIGNATURE APPEARS HERE}
WALTER M. MISCHER, SR.
Chairman of the Board and
Chief Executive Officer
Houston, Texas
April 27, 2000
THE COMPANY WILL FURNISH WITHOUT CHARGE TO EACH PERSON WHOSE PROXY IS BEING
SOLICITED, UPON THE WRITTEN REQUEST OF ANY SUCH PERSON, A COPY OF THE COMPANY'S
ANNUAL REPORT ON FORM 10-KSB FOR THE FISCAL YEAR ENDED DECEMBER 31, 1999, AS
FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, INCLUDING THE FINANCIAL
STATEMENTS, SCHEDULES AND THE EXHIBITS THERETO. WRITTEN REQUESTS FOR COPIES OF
THE REPORT SHOULD BE DIRECTED TO THE ATTENTION OF SECRETARY, SOUTHERN INVESTORS
SERVICE COMPANY, INC., 2727 NORTH LOOP WEST, SUITE 200, HOUSTON, TEXAS 77008.
11
<PAGE>
SOUTHERN INVESTORS SERVICE COMPANY, INC.
2727 North Loop West, Suite 200, Houston, Texas 77008
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby revokes any proxy or proxies heretofore given and
appoints Walter M. Mischer and Walter M. Mischer, Jr., or either of them, the
attorneys and proxies of the undersigned, each with full power of substitution,
to represent and to vote on behalf of the undersigned at the Annual Meeting of
Stockholders of Southern Investors Service Company, Inc., to be held in the
board room of Southern Investors Service Company, Inc., 2727 North Loop West,
Suite 200, Houston, Texas on May 16, 2000 at 10:00 a.m., Houston time, and at
any adjournment of said meeting, all of the shares of Common Stock in the name
of the undersigned in the name of the undersigned or which the undersigned may
be entitled to vote.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN ACCORDANCE WITH THE
SPECIFICATIONS MADE HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF A CHOICE IS NOT
INDICATED WITH RESPECT TO ITEMS 1 AND 2, THIS PROXY WILL BE VOTED IN FAVOR OF
SUCH PROPOSALS.
(Continued, and to be signed and dated, on reverse side)
Please mark
[ X ] Your votes
As this
_________________
COMMON
<TABLE>
<S> <C> <C>
1. ELECTION OF DIRECTORS. WITHHOLD Walter M. Mischer, Walter M. 2. PROPOSAL TO RATIFY THE APPOINTMENT OF
FOR all nominees listed AUTHORITY Mischer, Jr. and John D. Weil ARTHUR ANDERSEN LLP as independent public
At right (except as to vote for accountants for the calendar year ending
marked to the all nominees (INSTRUCTION: To withhold December 31, 2000.
contrary) listed to the authority to vote for any
right individual nominee write that
nominee's name in the space
provided below.)
[ ] [ ] --------------------------- FOR AGAINST ABSTAIN
3. FOR THE TRANSACTION OF SUCH OTHER BUSINESS as may be [ ] [ ] [ ]
properly brought before the meeting.
Signatures should agree with name of
stock certificate as shown hereon.
When shares are held by joint
tenants, both should sign. When
signing as attorney, executor,
administrator, trustee or guardian,
please give full title as such. If
a corporation, please sign in full
corporate name by President or other
authorized officer. If a partnership,
please sign in full partnership name by
authorized person.
Dated: _____________________________, 2000
__________________________________________
(Stockholder's Signature)
__________________________________________
(Stockholder's Signature)
</TABLE>
1
