<PAGE> 1
SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
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:
[X] Preliminary Proxy Statement
[ ] Definitive Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
Lam Research Corporation
- --------------------------------------------------------------------------------
(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:
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(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:
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[ ] Fee paid previously with preliminary materials.
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[ ] 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:
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<PAGE> 2
LOGO
LAM RESEARCH CORPORATION
------------------------
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON MARCH 6, 2000
------------------------
To the Stockholders:
NOTICE IS HEREBY GIVEN that a Special Meeting of Stockholders of Lam
Research Corporation, a Delaware corporation (the "Company"), will be held on
Monday, March 6, 2000, 11:00 a.m., local time, at the principal executive
offices of the Company at 4650 Cushing Parkway, Fremont, California 94538-6470
(the "Special Meeting"), for the following purpose:
At the Special Meeting, you will be asked to consider and vote on a single
proposal to amend the Certificate of Incorporation of Lam (the "Certificate") to
(1) increase the number of authorized shares of the Company's Common Stock (the
"Common Stock") from its current level of 90,000,000 to 400,000,000 shares and
(2) effect a three-for-one stock split of currently outstanding shares of Common
Stock (the "Stock Split").
The increase in the number of authorized shares of Common Stock would make
additional shares available for issuance by the Company for such purposes over
time as the Board may determine to be advantageous for the Company, including
but not limited to future stock dividends and stock splits, future employee
benefit plans and acquisitions and the raising of additional capital. The number
of outstanding shares of Common Stock will triple as a result of the Stock Split
and the Board anticipates that the increase in the number of outstanding shares
of Common Stock will place the market price of the Common Stock in a range more
attractive to investors. As of this Proxy Statement, the Board of Directors does
not have any agreements, commitments or plans with respect to the issuance of
any additional shares of Common Stock other than the Stock Split.
In the materials accompanying this letter, you will find a Proxy Statement
and a Proxy Card. Please carefully review all of these materials and consider
the information contained in them.
Only stockholders of record at the close of business on January 28, 2000
(the "Record Date") are entitled to notice of and to vote at the Special
Meeting, and for any adjournment thereof.
All stockholders are cordially invited to attend the Special Meeting in
person. However, to assure your representation at the Special Meeting, you are
urged to mark, sign and date the enclosed Proxy Card and return it as promptly
as possible in the postage-prepaid and return-addressed envelope enclosed for
that purpose. However, any stockholder of record attending the Special Meeting
may vote in person, even if he or she has returned a proxy.
By Order of the Board of Directors,
/s/ Richard H. Lovgren
Richard H. Lovgren
Secretary
Fremont, California
February , 2000
YOUR VOTE IS IMPORTANT
IN ORDER TO ASSURE YOUR REPRESENTATION AT THE MEETING, YOU ARE REQUESTED TO
MARK, SIGN AND DATE THE ENCLOSED PROXY CARD AS PROMPTLY AS POSSIBLE AND RETURN
IT IN THE ENCLOSED RETURN-ADDRESSED ENVELOPE (TO WHICH NO POSTAGE NEED BE
AFFIXED IF MAILED IN THE UNITED STATES).
<PAGE> 3
LAM RESEARCH CORPORATION
------------------------
PROXY STATEMENT
FOR
SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON MARCH 6, 2000
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Information Concerning Solicitation and Voting.............. X
Security Ownership of Certain Beneficial Owners and
Management.................................................. X
Proposal No. 1 -- Approval of Amendment of the Certificate
of Incorporation of the Company........................... X
Other Matters............................................... XX
</TABLE>
i
<PAGE> 4
LAM RESEARCH CORPORATION
------------------------
PROXY STATEMENT FOR SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON MARCH 6, 2000
INFORMATION CONCERNING SOLICITATION AND VOTING
GENERAL
The enclosed proxy is solicited on behalf of Lam Research Corporation, a
Delaware corporation (the "Company"), for use at the Special Meeting of
Stockholders to be held on Monday, March 6, 2000, at 11:00 a.m., local time (the
"Special Meeting"), or for any adjournment thereof, for the purposes set forth
herein and in the accompanying Notice of Special Meeting of Stockholders. The
Special Meeting will be held at the principal executive offices of the Company
at 4650 Cushing Parkway, Fremont, California 94538-6470. The Company's telephone
number at that location is (510) 659-0200.
These proxy solicitation materials are being mailed on or about February
, 2000 to all stockholders entitled to vote at the meeting.
RECORD DATE AND PRINCIPAL SHARE OWNERSHIP
Stockholders of record at the close of business on January 28, 2000 (the
"Record Date") are entitled to receive notice of and to vote at the Special
Meeting. At the Record Date, [ ] shares of the Company's Common Stock
were outstanding.
REVOCABILITY OF PROXIES
Any proxy given pursuant to this solicitation may be revoked by the person
giving it at any time before its use by delivering to the Company a written
notice of revocation or a duly executed proxy bearing a later date, or by
attending the Special Meeting and voting in person. However, attending the
Special Meeting in and of itself does not constitute a revocation of a proxy.
VOTING AND SOLICITATION
Each share has one vote. Accordingly, each stockholder entitled to vote on
matters submitted at the Special Meeting may cast a number of votes for each
matter equal to the number of shares that such stockholder holds as of the
Record Date. Under Delaware law, and the Company's By-laws, no business shall be
transacted at the Special Meeting except for the matter set forth in the
accompanying Notice of Special Meeting of Stockholders (which matter is further
described below in this Proxy Statement).
Votes cast by proxy or in person at the Special Meeting will be tabulated
by the Inspector of Elections (the "Inspector"). The Inspector will also
determine whether or not a quorum is present. The approval of the matter
submitted herein will require the affirmative vote of a majority of the shares
of the Company's Common Stock issued and outstanding as of the Record Date and
entitled to vote at the Special Meeting.
In general, Delaware law also provides that a quorum consists of a majority
of the shares entitled to vote at the meeting. The Inspector will treat
abstentions as shares that are present or represented and entitled to vote for
purposes of determining the presence of a quorum, but will not treat abstentions
as votes in favor of approving the matter submitted herein to the stockholders
for a vote. Thus, abstentions have the same effect in this regard as negative
votes. Any proxy which is properly dated, executed and returned using the form
of proxy enclosed will be voted at the Special Meeting in accordance with the
instructions of the stockholder. If no specific instructions are given, the
shares will be voted for approval of the matter submitted herein and,
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with respect to any other matter or matters that may come before the meeting, as
the proxy holders deem advisable in accordance with their best judgment. If a
broker indicates on the enclosed proxy or its substitute that it does not have
discretionary authority as to certain shares to vote on the matter submitted
herein ("broker non-votes"), those shares will not be considered as present or
represented with respect to that matter. Shares as to which proxy authority has
been withheld with respect to the matter submitted herein will not be considered
as present or represented with respect to that matter. All broker non-votes and
any other shares for which proxy authority has been withheld will not be counted
for the purpose of determining a quorum, but will otherwise have the same effect
on the matter submitted herein as a negative vote on the matter. The Company
believes that the tabulation procedures to be followed by the Inspector are
consistent with the general statutory requirements in Delaware concerning voting
of shares and determination of a quorum.
The cost of soliciting proxies will be borne by the Company. The Company
has retained the services of ChaseMellon Shareholder Services ("ChaseMellon") to
act as agent in the solicitation of proxies from bankers, bank nominees and
other institutional owners. The Company estimates that it will pay ChaseMellon a
fee of approximately $5,000,000 for its services and will reimburse ChaseMellon
for certain out-of-pocket expenses. The Company may reimburse brokerage firms
and other persons representing beneficial owners of shares for their expenses in
forwarding solicitation materials to such beneficial owners. Proxies may also be
solicited by certain of the Company's directors, officers and regular employees,
without additional compensation, personally or by telephone or other
communication means.
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The table below sets forth the beneficial ownership of shares of Common
Stock of the Company by: (i) each person or entity whom, based on information
obtained, the Company believes beneficially owned more than 5% of the Company's
Common Stock, and the address of each such person or entity ("5% stockholder");
(ii) each current director of the Company; (iii) each named executive officer
[describe "named executive" in footnote] ("named executive"); and (iv) all
current directors and current executive officers as a group. With the exception
of 5% stockholders, the information below concerning the number of shares
beneficially owned is provided with respect to holdings as of December 1, 1999.
With respect to the 5% stockholders, the information below is provided with
respect to holdings as of , 1999 (unless
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otherwise specified). The percent of class is calculated using 39,860,701 as the
number of shares of the Company's Common Stock outstanding as of December 1,
1999.
<TABLE>
<CAPTION>
SHARES BENEFICIALLY PERCENT OF
NAME OF PERSON OR IDENTITY OF GROUP OWNED CLASS
----------------------------------- ------------------- ----------
<S> <C> <C>
Fidelity Management & Research.............................. 5,791,123(1) 14.53%
82 Devonshire Street
Boston, Massachusetts 02109
James W. Bagley............................................. 844,000(2) 2.12%
Roger D. Emerick............................................ 116,956(2) *
David G. Arscott............................................ 75,206(2) *
Richard J. Elkus, Jr........................................ 35,240(2) *
Jack R. Harris.............................................. 48,000(2) *
Grant M. Inman.............................................. 76,233(2) *
Kenneth M. Thompson......................................... 6,000(2) *
Stephen G. Newberry......................................... 128,334(2) *
Hsui-Sheng (Way) Tu......................................... 77,176(2) *
Mercedes Johnson............................................ 29,180(2) *
Richard H. Lovgren.......................................... 20,850(2) *
All current directors and current executive officers as a
group
(14 persons).............................................. 1,532,874(3) %
</TABLE>
- ---------------
* Less than one percent
(1) This information was obtained from the Nasdaq National Market, Inc., and was
identified as representing the entity's quarterly 13F filing reflecting
holdings as of , 1999.
(2) Includes 784,000, 101,353, 42,000, 24,450, 42,000, 42,000, 6,000, 108,334,
61,916, 26,300 and 19,380 shares subject to outstanding options that are
currently exercisable or exercisable within 60 days after [ ,
2000] in favor of Mr. James W. Bagley, Mr. Roger D. Emerick, Mr. David G.
Arscott, Mr. Richard J. Elkus, Jr., Mr. Jack R. Harris, Mr. Grant M. Inman,
Mr. Kenneth M. Thompson, Mr. Stephen G. Newberry, Mr. Hsui-Sheng (Way) Tu,
Ms. Mercedes Johnson and Mr. Richard H. Lovgren, respectively, and 70,848
shares in favor of all other current executive officers as a group.
(3) Current directors and current executive officers include: Mr. James W.
Bagley, Mr. Roger D. Emerick, Mr. David G. Arscott, Mr. Richard J. Elkus,
Jr., Mr. Jack R. Harris, Mr. Grant M. Inman, Mr. Kenneth M. Thompson, Mr.
Stephen G. Newberry, Mr. Hsui-Sheng (Way) Tu, Ms. Mercedes Johnson, Mr.
Richard H. Lovgren, Mr. Craig Garber, Mr. Gregor A. Campbell and Mr. David
E. Bayly.
PROPOSAL NO. 1
TO APPROVE AMENDMENT OF THE CERTIFICATE OF INCORPORATION
OF THE COMPANY TO INCREASE THE NUMBER OF AUTHORIZED
SHARES OF COMMON STOCK TO 400,000,000 AND TO EFFECT
A THREE-FOR-ONE STOCK SPLIT
The Certificate of Incorporation of the Company currently authorizes an
aggregate of 95,000,000 shares of capital stock, consisting of 5,000,000 shares
of Preferred Stock (par value $0.001 per share) and 90,000,000 shares of Common
Stock (par value $0.001 per share). The proposed amendment to the Certificate of
Incorporation would (1) increase the number of authorized shares of Common Stock
to 400,000,000, thus bringing the total number of authorized shares of capital
stock for all classes to 405,000,000, and (2) effect a three-for-one stock split
by changing and converting each of the issued and outstanding shares of Common
Stock of the Company to three shares of Common Stock. The additional shares of
Common Stock for which authorization is sought, a portion of which would be
issued through the proposed stock split, would be a part of
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<PAGE> 7
the existing class of Common Stock and, if and when issued, would have the same
rights and privileges as the currently outstanding shares of Common Stock. This
increase would be accomplished by amending the first paragraph of Article
"FOURTH" of the Certificate of Incorporation to read as follows:
FOURTH: The total number of shares of all classes of stock which the
Corporation shall have authority to issue is Four Hundred Five
Million (405,000,000) shares, consisting of Four Hundred Million
(400,000,000) shares of Common Stock, par value $0.001 per share
(the "Common Stock"), and Five Million (5,000,000) shares of
Preferred Stock, par value $0.001 per share (the "Preferred
Stock"). At the effective time of this Certificate of Amendment to
the Certificate of Incorporation, each of the issued and
outstanding shares of Common Stock of the Corporation shall be
changed and converted into Three (3) shares of Common Stock of the
Corporation.
To become effective, the amendment must be approved by an affirmative vote of a
majority of shares of Common Stock issued and outstanding as of the Record Date.
PURPOSES AND EFFECTS OF PROPOSED INCREASE IN THE NUMBER OF AUTHORIZED SHARES OF
COMMON STOCK
The increase would make additional shares of Common Stock available for
issuance for such purposes as the Board may determine to be advantageous for the
Company, including but not limited to future stock dividends and stock splits,
future employee benefit plans and acquisitions and the raising of additional
capital. Except with respect to shares that will be issued through means of the
stock split and shares reserved for issuance under the Company's stock option
plans or sale under the Company's employee stock purchase plans, as of the date
of this Proxy Statement the Board of Directors does not have any agreements,
commitments or plans with respect to the issuance of any additional shares of
Common Stock. If the Board of Directors deems it to be in the interests of the
Company and its stockholders to issue additional shares of Common Stock in the
future, the Board of Directors generally will not seek further authorization by
vote of the Company's stockholders (unless such authorization is otherwise
required by law or regulation). The proposal to increase the number of
authorized shares of Common Stock was approved by the Board of Directors by
unanimous vote on January 21, 2000.
The increase in the number of authorized shares of Common Stock could have
an anti-takeover effect. If the Company's Board of Directors desired to issue
additional shares in the future, such issuance could dilute the voting power of
a person seeking control of the Company, thereby deterring or rendering more
difficult a merger, tender offer, proxy contest or an extraordinary corporate
transaction opposed by the Company. However, the matter submitted herein is not
being recommended in response to any specific effort of which the Company is
aware to obtain control of or to acquire the Company.
PURPOSES AND EFFECTS OF PROPOSED THREE-FOR-ONE COMMON STOCK SPLIT
The Board of Directors anticipates that the increase in the number of
outstanding shares of Common Stock of the Company resulting from a three-for-one
stock split will place the market price of the Common Stock in a range more
attractive to investors, particularly individuals. The Common Stock is listed
for trading on the Nasdaq Stock Market, and the Company will apply for listing
of the additional shares of Common Stock to be issued in the event the proposed
stock split is approved. If the proposed amendment is adopted, each shareholder
of record at the close of business on March 7, 2000 would be the record owner
of, and entitled to receive, a certificate or certificates representing two
additional shares of Common Stock, par value $0.001 per share, for each share of
Common Stock then owned of record by such shareholder. Certificates representing
shares of Common Stock should be retained by each shareholder and should not be
returned to the Company or to its transfer agent. It will not be necessary to
submit outstanding certificates for exchange. In addition, appropriate
adjustments will be made to the Company's stock option, stock purchase and other
employee incentive plans.
If effected, the proposed stock split will result in certain appropriate
adjustments to terms of the Company's Series A Junior Participating Preferred
Stock (the "Series A Preferred"). The rights agent for the Series A Preferred
will be separately notified of those adjustments.
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<PAGE> 8
The Company is of the opinion that the proposed stock split would result in
no gain or loss or realization of taxable income to owners of Common Stock under
existing United States federal income tax laws. The cost basis for tax purposes
of each new share and each retained share of Common Stock would be equal to one-
third of the cost basis for tax purposes of the corresponding share immediately
preceding the stock split. In addition, the holding period for the additional
shares issued pursuant to the stock split would be deemed to be the same as the
holding period for the original share of Common Stock. The laws of jurisdictions
other than the United States may impose income taxes on the issuance of the
additional shares and stockholders are urged to consult their tax advisors.
If stockholders dispose of their shares after the stock split, they may pay
higher brokerage commissions on the same relative interest in the Company
because that interest is represented by a greater number of shares. Stockholders
may wish to consult their brokers to ascertain the brokerage commission that
would be charged for disposing of the greater number of shares. If the proposed
amendment is adopted, the shareholders' equity accounts of the Company will
increase because the par value of a share of Common Stock after the split will
remain unchanged at $0.001 per share, while the number of shares issued and
outstanding will triple.
THE BOARD OF DIRECTORS OF LAM RESEARCH CORPORATION
UNANIMOUSLY RECOMMENDS A VOTE FOR APPROVAL
OF THE AMENDMENT TO LAM'S CERTIFICATE OF INCORPORATION.
OTHER MATTERS
OTHER INFORMATION
The only business to be conducted and acted upon at the Special Meeting is
the approval of the Amendment to the Certificate of Incorporation. Under
Delaware law, and the Company's By-laws, no other business shall be transacted
at this Special Meeting. However, should any other matters properly come before
the meeting, it is the intention of the proxy holders named in the enclosed form
of proxy to vote the shares they represent as the Board of Directors may
recommend. As of the date of this Proxy Statement, the Company knows of no other
matters to be submitted at the Special Meeting.
PROPOSALS OF SHAREHOLDERS
Shareholders who intend to have a proposal considered for inclusion in the
Company's proxy materials for presentation at the 2000 Annual Meeting of
Shareholders must submit the proposal to the Company no later than June 14,
2000. Shareholders who intend to present a proposal at the 2000 Annual Meeting
of Shareholders without inclusion of such proposal in the Company's proxy
materials are required by the Company's By-laws to provide notice of such
proposal to the Company not less than 60 days and not more than 90 days prior to
the date of the 2000 Annual Meeting which the Company currently expects to be on
or about November 2, 2000. The Company reserves the right to reject, rule out of
order, or take other appropriate action with respect to any proposal that does
not comply with these and other applicable requirements.
It is important that your stock be represented at the meeting, regardless
of the number of shares that you hold. You are, therefore, urged to execute and
return, at your earliest convenience, the accompanying Proxy Card in the
envelope which has been enclosed.
By Order of the Board of Directors,
/s/ Richard H. Lovgren
Richard H. Lovgren
Secretary
Fremont, California
Dated: February , 2000
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<PAGE> 9
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
OF
LAM RESEARCH CORPORATION
IN CONJUNCTION WITH THE
SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON
MARCH 6, 2000
The undersigned stockholder of LAM RESEARCH CORPORATION, a Delaware
corporation (the "Company"), hereby acknowledges receipt of the Notice of
Special Meeting of Stockholders and Proxy Statement, each dated February 7,
2000, and hereby appoints James W. Bagley and Richard H. Lovgren, or either of
them, proxies and attorneys-in-fact, with full power to each of substitution, on
behalf and in the name of the undersigned, to represent the undersigned at the
Special Meeting of Stockholders of LAM RESEARCH CORPORATION to be held on
Monday, March 6, 2000, at 11:00 a.m., local time, at the principal executive
offices of the Company at 4650 Cushing Parkway, Fremont, California 94538-6470,
and for any adjournment or adjournments thereof, and to vote all shares of
Common Stock which the undersigned would be entitled to vote if then and there
personally present, on the matter set forth below. Under Delaware law and the
Company's By-laws, no business shall be transacted at a special meeting other
than the matter stated in the accompanying Notice of Meeting, which matter is
set forth below. However, should any other matter or matters properly come
before the Special Meeting, or any adjournment or adjournments thereof, it is
the intention of the proxy holders named above to vote the shares they represent
upon such other matter or matters in their discretion.
THIS PROXY WILL BE VOTED AS DIRECTED OR, IF NO CONTRARY DIRECTION IS
INDICATED, WILL BE VOTED FOR APPROVAL OF THE PROPOSAL TO APPROVE AMENDMENT OF
THE CERTIFICATE OF INCORPORATION TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF
COMMON STOCK AND TO EFFECT A THREE-FOR-ONE STOCK SPLIT AND, AS SAID PROXIES DEEM
ADVISABLE, ON SUCH OTHER MATTER OR MATTERS AS MAY PROPERLY COME BEFORE THE
MEETING.
CONTINUED AND TO BE SIGNED ON REVERSE SIDE
<PAGE> 10
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF THE COMPANY.
1. Proposal to Approve Amendment of the Certificate of Incorporation of the
Company to i) Increase the Number of Authorized Shares of Common Stock to
400,000,000 and ii) Effect a Three-for-One Stock Split by Changing and
Converting Each Issued and Outstanding Share of Common Stock to Three (3) Shares
of Common Stock:
For Against Abstain
|_| |_| |_|
(This Proxy should be marked, dated and signed by the stockholder(s) exactly as
his or her name appears hereon, and returned promptly in the enclosed envelope.
Persons signing in a fiduciary capacity should so indicate. If shares are held
by joint tenants or as community property, all such stockholders should sign.)
Signature(s):
_____________________________________________________
_____________________________________________________
Dated: __________________________________, 2000
(Be sure to date Proxy.)
Please mark, sign, date and return the proxy card promptly, using the enclosed
return-addressed and postage-paid envelope.
