<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
Filed by the registrant [X]
Filed by a party other than the registrant [ ]
Check the appropriate box:
[ ] Preliminary proxy statement
[X] Definitive proxy statement
[ ] Definitive additional materials
[ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
ACR GROUP, 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
<PAGE> 2
ACR GROUP, INC.
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
The annual meeting of shareholders of ACR Group, Inc. will be held at
the Westchase Hilton & Towers, 9999 Westheimer, Houston, Texas 77042, on
Thursday, August 19, 1999 at 10:00 a.m., Houston time, for the following
purposes:
(1) To elect directors; and
(2) To transact such other business as may properly come before
the meeting or any adjournment thereof.
Shareholders of record as of the close of business on June 21, 1999
are entitled to notice of the meeting and are entitled to vote at the meeting
or any adjournment thereof.
By Order of the Board of Directors.
/s/ Anthony R. Maresca
------------------------------------
Anthony R. Maresca
Secretary
June 28, 1999
YOUR VOTE IS IMPORTANT
PLEASE MARK, DATE AND SIGN YOUR PROXY AND RETURN
IT PROMPTLY IN THE ENCLOSED ENVELOPE.
<PAGE> 3
ACR GROUP, INC.
3200 WILCREST DRIVE, SUITE 440
HOUSTON, TEXAS 77042-6019
PROXY STATEMENT
This statement is furnished in connection with the solicitation of
proxies for use at the annual meeting of shareholders of ACR Group, Inc. (the
"Company") to be held at the time and place and for the purposes set forth in
the foregoing Notice of Annual Meeting of Shareholders and at any adjournments
thereof.
SOLICITATION OF PROXIES
Proxies in the accompanying form are solicited by management at the
direction of the Board of Directors. Execution and return of the proxy will not
in any way affect a shareholder's right to attend the meeting and to vote in
person, and a shareholder giving a proxy has the power to revoke it at any time
before it is exercised by giving written notice to the Company at or prior to
the meeting. Properly executed proxies in the accompanying form, received in
due time and not previously revoked, will be voted as specified. Where no
choice is specified, proxies will be voted FOR the election of all directors
named below.
The original solicitation will be conducted by mail. The Company will
bear the expense of solicitation of proxies, including the charges and expenses
of brokerage firms and others incurred in forwarding solicitation material to
beneficial owners of stock. Further solicitation of proxies may be made by
telephone or oral communication with shareholders of the Company following the
original solicitation. All further solicitation will be by regular employees of
the Company who will not be additionally compensated therefor.
RECORD DATE - OUTSTANDING SECURITIES
Only holders of Common Stock of the Company of record at the close of
business on June 21, 1999, are entitled to notice of and to vote at the
meeting. At that date, there were outstanding 10,670,634 shares of the
Company's Common Stock. Each shareholder is entitled to one vote for each share
of Common Stock held on all matters coming before the meeting and, except as
otherwise provided by applicable law, a favorable vote consists of a simple
majority of the votes cast. Shareholders are not entitled to cumulate their
votes in the election of directors, which means that the holders of more than
half of the shares voting for the election of directors can elect all of the
directors if they choose to do so.
<PAGE> 4
ELECTION OF DIRECTORS
INFORMATION CONCERNING DIRECTORS
It is proposed that five directors will be elected at the meeting,
each to hold office until the next annual meeting of shareholders and until his
successor is duly elected and qualified. The Company has no reason to believe
that any nominee will be unavailable at the time of election. All of the
nominees are presently members of the Board of Directors of the Company. The
names of the persons nominated by management, together with information as to
their principal occupations, age, and experience, are as follows:
ALEX TREVINO, JR., age 63, has served as a director of the Company
since 1982, Chairman of the Board of the Company since 1988 and President and
Chief Executive Officer of the Company since July 1990.
ANTHONY R. MARESCA, age 48, has been employed by the Company since
1985, serving as Controller until November 1985 when he became Senior Vice
President, Chief Financial Officer and Treasurer. Mr. Maresca has been a
director of the Company since 1986. Mr. Maresca is a certified public
accountant.
A. STEPHEN TREVINO, age 36, is an attorney and has been employed by
the Company since March 1999. Prior to joining the Company, he was an attorney
in private practice. Mr. Trevino has been a director of the Company since 1997.
Mr. Trevino is the son of Alex Trevino, Jr., Chairman and Chief Executive
Officer of the Company.
RONALD T. NIXON, age 43, has been a shareholder and officer since 1990
in The Catalyst Group, Inc., a mid-market private investment firm specializing
in providing equity and subordinated debt financing. Mr. Nixon has been a
director of the Company since 1992.
ROLAND H. ST. CYR, age 69, has been an independent consultant to
Hallmark Air Conditioning, Inc. ("Hallmark") since June 1997. From 1974 to June
1997, Mr. St. Cyr was Chairman of the Board of Directors and Chief Executive
Officer of Hallmark. Hallmark is an HVACR contracting company located in
Houston, which was acquired by Group Maintenance America, Inc. in 1997. Mr. St.
Cyr has been a director of the Company since 1998.
The Board of Directors of the Company met five times during the fiscal
year ended February 28, 1999. The Board has established two standing
committees. The Audit Committee, comprised of Messrs. Nixon and St. Cyr,
exercises oversight with respect to the Company's accounting practices and
procedures and its relationship with its independent auditors. The Audit
Committee met two times during fiscal 1999. The Compensation Committee,
comprised of Messrs. St. Cyr and Nixon, makes recommendations to the Board of
Directors regarding the compensation and benefits of officers. There were two
Compensation Committee meetings held during fiscal 1999. The Company does not
have a nominating committee.
2
<PAGE> 5
No director attended less than 75% of the aggregate of the total
number of meetings of the Board of Directors and the total number of meetings
held by all committees of the Board of Directors on which the director served.
BENEFICIAL OWNERSHIP OF COMMON STOCK
The following table sets forth certain information concerning
beneficial ownership of the Company's Common Stock as of April 30, 1999, by (i)
each shareholder who is known by the Company to own beneficially more than 5%
of the outstanding shares of Common Stock, (ii) each director and nominee for
director, (iii) the President and Chief Executive Officer, and (iv) all
directors and executive officers as a group. Except as otherwise indicated, the
shareholders listed in the table have sole voting and investment power with
respect to the shares indicated. All information with respect to beneficial
ownership has been furnished by the shareholders to the Company.
3
<PAGE> 6
<TABLE>
<CAPTION>
Amount and Nature Percent
of Beneficial Of
Name and Address of Beneficial Owner Ownership (1) Class
- ------------------------------------ ------------- -----
<S> <C> <C>
Alex Trevino, Jr. (2) (3) 2,177,856 20.2%
ACR Group, Inc.
3200 Wilcrest Drive, Suite 440
Houston, TX 77042
Ronald T. Nixon (4) 946,750 8.2%
The Catalyst Group
Three Riverway, Suite 770
Houston, TX 77056
Anthony R. Maresca 314,650 2.9%
ACR Group, Inc.
3200 Wilcrest Drive, Suite 440
Houston, TX 77042
A. Stephen Trevino (5) 128,475 1.2%
General Counsel
ACR Group, Inc.
3200 Wilcrest, Suite 440
Houston, TX 77057
Roland H. St. Cyr 10,000 *
3151 Lake Island Dr.
Montgomery, TX 77356
DST Investments 1,468,394 13.8%
2 Memorial Point
Houston, TX 77024
The Catalyst Fund, Ltd. (6) 925,000 8.0%
Three Riverway, Suite 770
Houston, TX 77056
Dana L. Fisher (7) 733,680 6.9%
ACR Supply, Inc.
8798 Westpark
Houston, TX 77063
St. James Capital Partners, L.P. (8) 601,175 5.5%
1980 Post Oak Blvd., Suite 2030
Houston, TX 77056
EOT Investments, Inc. 581,697 5.5%
5125 Cape Romain
Corpus Christi, TX 78412
Thomas W. Courtney 542,975 5.1%
833 Wyndemere Way
Naples, FL 34105
All Directors and Executive Officers 3,577,731 30.6%
as a group (5 persons) (9) (10)
</TABLE>
*Less than 1%
4
<PAGE> 7
(1) For each beneficial owner, the number of shares outstanding and their
percentage of stock ownership includes the number of common and all
common equivalent shares (including options exercisable within 60
days) owned by such individual at April 30, 1999.
(2) Includes 1,468,394 shares owned by DST Investments, a partnership
whose partners are Henrietta Trevino, wife of Mr. Trevino, and his two
adult children, and 2,000 shares owned by Henrietta Trevino. The
beneficial ownership of all of such shares is disclaimed by Mr.
Trevino.
(3) Includes 125,000 shares which are subject to options exercisable
within 60 days of April 30, 1999.
(4) Includes 925,000 shares which are subject to warrants issued to The
Catalyst Fund, Ltd., exercisable within 60 days of April 30, 1999, the
beneficial ownership of which is disclaimed by Mr. Nixon.
(5) Includes 124,200 shares owned by The MESA Fund, L.P., a partnership
whose partners include the wife and children of Mr. A. Stephen
Trevino.
(6) Includes 925,000 shares which are subject to warrants exercisable
within 60 days of April 30, 1999.
(7) Includes 3,333 shares which are subject to options exercisable within
60 days of April 30, 1999.
(8) Includes 306,001 shares which are subject to warrants exercisable
within 60 days of April 30, 1999.
(9) Includes an aggregate of 1,050,000 shares which are subject to options
and warrants exercisable by directors and executive officers as a group
within 60 days of April 30, 1999.
(10) Includes all shares as to which directors and executive officers
disclaim beneficial ownership.
COMPENSATION OF EXECUTIVE OFFICERS AND DIRECTORS
Summary Compensation Table
The following table sets forth certain information regarding
compensation paid by the Company during the fiscal years ended February 28,
1999, 1998 and 1997 to the Company's chief executive officer and to other
executive officers of the Company whose compensation exceeded $100,000 in any
fiscal year.
5
<PAGE> 8
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Long-Term
Compensation Awards
Fiscal -------------------------------
Name and Principal Year Annual Compensation Restricted
Position Ended Salary Stock Award ($) Options (#)
------------------ ----- ------------------- --------------- -----------
<S> <C> <C> <C> <C>
Alex Trevino, Jr. 2/28/99 $210,384 $ -- 300,000
President and
Chief Executive Officer 2/28/98 150,000 -- 75,000
2/28/97 150,000 125,000 --
Anthony R. Maresca 2/28/99 119,769 -- 100,000
Senior Vice President,
Secretary and Treasurer
</TABLE>
Option Grants in Last Fiscal Year
The following table sets forth information concerning stock options
granted by the Company during the fiscal year ended February 28, 1999 to the
Company's executive officers. The Company has no plans that provide for the
granting of stock appreciation rights and, accordingly, no such rights were
granted during the fiscal year ended February 28, 1999.
<TABLE>
<CAPTION>
% of Total
No. of Securities Options Granted Exercise or Grant Date
Underlying Options to Employees Base Share Expiration Present
Name Granted (1) in Fiscal Year Price Date Value (2)(3)
---- ------------------ --------------- ----------- ---------- ------------
<S> <C> <C> <C> <C> <C>
Alex Trevino, Jr. 300,000 73.17% $2.24 2/28/2006 $477,000
Anthony R. Maresca 100,000 24.39% 2.24 2/28/2006 159,000
</TABLE>
(1) These grants were made pursuant to each officer's employment agreement
with the Company which commenced March 1, 1998.
(2) This calculation is based on the Black-Scholes Option Pricing Model
adapted for use in valuing stock options. The actual value, if any, an
executive officer may realize ultimately depends on the market value
of the Common Stock at a future date. There is no assurance that the
value realized by an executive will be at or near the value estimated
by the Black-Scholes Model. The estimated values under that model are
based on the assumptions described in the footnote below.
(3) The Black-Scholes Option Pricing Model calculates the present value of
option grants as measured at the date of each grant. All options were
granted at fair market value. The following assumptions were used in
valuing the options granted: market value of stock equal to the
exercise price; 8 year option term; estimated volatility of 64.9%;
risk-free rate of return of 5% and a dividend yield of 0%.
6
<PAGE> 9
Aggregated Option Exercises in Last Fiscal Year and Fiscal Year-End
Option Values
No stock options were exercised by the executive officers of the
Company during the fiscal year ended February 28, 1999. The following table
discloses the value, as of February 28, 1999, of unexercised stock options held
by such officers.
<TABLE>
<CAPTION>
Number of Unexercised Value of Unexercised
Options at in-the-Money Options at
Shares February 28, 1999 February 28, 1999
Acquired on Value --------------------------------------------------------------
Name Exercise Realized Exercisable Unexercisable Exercisable Unexercisable
---- ----------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Alex Trevino, Jr. -- $ -- 125,000 300,000 $30,500 $ --
Anthony R. Maresca -- -- -- 100,000 -- --
</TABLE>
REPORT OF THE COMPENSATION COMMITTEE
The Compensation Committee of the Board of Directors consists of the
two directors who are not employed by the Company. There are no committee
interlocks or insider participation among the members of the Compensation
Committee.
The goal of the Compensation Committee is to ensure that the Company's
compensation policies are suitable to attract and retain highly qualified
executive officers and directors. Particular emphasis is placed on creating an
appropriate blend of base and incentive compensation. Incentive compensation
may also include both cash and equity components to align executives' interests
with those of the shareholders.
The Committee reviews annually the compensation of the Company's
executive officers. In evaluating the level of base compensation, the Committee
gives particular consideration to the relative compensation of executives in
similar positions in publicly traded wholesale distribution companies with
comparable sales. From time to time, the Committee may obtain advice from
compensation and benefits consultants. The Committee does not anticipate that
compensation paid to executive officers will exceed the limits for
deductibility established by Section 162(m) of the Internal Revenue Code of
1986, as amended.
Effective March 1, 1998, the Board of Directors of the Company
approved employment contracts with each of the Company's two executive
officers. The contract with Mr. Alex Trevino, Jr. replaced his employment
contract that had expired on February 28, 1998. Such contracts included
elements of current and long-term compensation that had been recommended by an
independent consultant engaged by the Compensation Committee. The base
compensation of each of the executives was increased significantly in
recognition of their efforts in leading the Company's growth. Each of the
executives was also granted stock options at the then current market price
which will vest more quickly if the Company's stock price attains targeted
levels. The Committee believes that such a vesting arrangement provides an
appropriate financial incentive tied to increases in the market valuation of
the Company's common stock. During fiscal 1999, there were no adjustments made
to any
7
<PAGE> 10
provision of the executives' employment contracts, and the Committee believes
that the compensation provisions of the contracts remain appropriate.
Roland H. St. Cyr Ronald T. Nixon
Chairman Member
STOCK PERFORMANCE GRAPH
The following graph sets forth the cumulative total shareholder return
(assuming reinvestment of dividends) to ACR Group, Inc.'s shareholders, as well
as the NASDAQ Stock Market Index and the NASDAQ Non-Financial Stocks Index.
Cumulative Total Return 1994-1999
<TABLE>
<CAPTION>
a) Value Of $100 Invested 1994 1995 1996 1997 1998 1999
---- ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C>
ACR Group, Inc. $100 $100.00 $104.20 $366.70 $366.70 $183.30
NASDAQ Stock Market Index $100 $101.40 $141.30 $168.50 $230.30 $299.70
NASDAQ Non-Financial Stocks $100 $98.50 $137.80 $159.40 $214.80 $286.90
---- ------- ------- ------- ------- -------
<CAPTION>
b) Annual Return 1994 1995 1996 1997 1998 1999
---- ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C>
ACR Group, Inc. NA 0.00% 4.20% 251.92% 0.00% (50.01%)
NASDAQ Stock Market Index NA 1.40% 39.35% 19.25% 36.68% 30.13%
NASDAQ Non-Financial Stocks NA (1.50%) 39.90% 15.67% 34.76% 33.57%
---- ------- ------- ------- ------- -------
</TABLE>
[CHART]
8
<PAGE> 11
Employment Contracts and Termination of Employment Arrangements
Mr. Trevino serves as President and Chief Executive Officer of the
Company under an employment agreement that became effective as of March 1,
1998, and terminates, with two years prior notice from the Company, on February
28, 2002 or at any time thereafter. In the absence of notice of termination,
the term of the agreement will be extended for additional two-year terms. The
agreement may also be terminated by the Company without such notice for cause,
death or disability, or if the Company has a net loss before taxes in any
fiscal year. The agreement also provides that if Mr. Trevino terminates his
employment, or if the Company terminates his employment for cause, Mr. Trevino
is prohibited from competing with the Company for a period of two years.
Under the agreement, Mr. Trevino's annual salary is $225,000. The
agreement also provides that Mr. Trevino is to receive a cash bonus of (i)
$25,000 for each year in which the Company's diluted earnings per share is
equal to or greater than the forecast diluted earnings per share as approved by
the Board of Directors, plus (ii) an amount equal to his base annual salary
multiplied by the percentage by which the Company's diluted earnings per share
exceeds the forecast diluted earnings per share approved by the Board of
Directors. As of March 1, 1998, Mr. Trevino also received options ("Options")
to purchase 300,000 shares of the Company's Common Stock at an exercise price
of $2.24 per share (fair market value at the date of grant). Such Options
become exercisable on March 1, 2006, but may be exercised earlier if the market
price of the Common Stock attains certain specified levels.
Mr. Anthony R. Maresca, the Company's Senior Vice President and Chief
Financial Officer, entered into an employment agreement with the Company
effective as of March 1, 1998. Under the agreement, Mr. Maresca's annual salary
is $125,000, and all other terms are substantially the same as in Mr. Trevino's
employment agreement described above. As of March 1, 1998, Mr. Maresca also
received Options to purchase 100,000 shares of the Company's Common Stock at an
exercise price of $2.24 per share, which are exercisable as described in the
preceding paragraph with respect to the Options granted to Mr. Trevino.
Compensation of Directors
Non-employee directors are paid $3,600 per year, payable quarterly,
for service on the Board. In addition, non-employee directors are paid $500 for
each meeting of the Board or a committee of the Board attended in person and
are reimbursed for actual expenses incurred for attendance at meetings.
Directors who are employed by the Company receive no compensation for being a
director.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
In January 1998, the Company obtained loans aggregating $1.54 million
from The Catalyst Fund, Ltd. ("Catalyst") and an affiliate of Catalyst to pay
the Company's outstanding indebtedness to St. James Capital Partners, L.P. In
April 1997, the Company borrowed $450,000 from Catalyst, the proceeds of which
were used to acquire the net assets of ACH Supply, Inc. ("ACH") and to provide
working capital for ACH. In 1993, the Company borrowed $1.0 million from
Catalyst to pay the cash portion of the purchase price of ACR Supply, Inc.
("ACRS") and for working capital for ACRS. All of these loans bear interest at
12 1/2% per annum and are secured by both the stock and operating assets
9
<PAGE> 12
of certain of the Company's subsidiaries and an assignment of proceeds from
life insurance policies on Mr. Trevino. Catalyst has subordinated its security
interests in connection with up to $18.9 million in additional secured
borrowings of the Company. In connection with the January 1998 loans, the
Company granted Catalyst and its affiliate warrants to purchase 175,000 shares
of the Company's Common Stock at a price of $2.06 per share, exercisable at any
time before February 28, 2003. In connection with the 1993 loan, Catalyst
received a warrant to purchase one million shares of the Company's Common Stock
at a price of $.59 per share, which also is exercisable at any time before
February 28, 2003. In 1996, Catalyst sold its rights under the 1993 warrant to
purchase 250,000 shares of Common Stock. Mr. Nixon is a shareholder and officer
of the general partner of Catalyst. As of April 30, 1999, the aggregate unpaid
balance owed to Catalyst and its affiliate by the Company on all of the debt
facilities was $1,870,736.
RELATIONSHIP WITH INDEPENDENT AUDITORS
The independent auditors of the Company are Ernst & Young LLP. The
Company has not yet appointed an independent auditor of the Company for fiscal
2000. A representative of Ernst & Young LLP will be present at the annual
meeting with the opportunity to make a statement if he desires to do so and
will be available to respond to appropriate questions addressed to him.
PROPOSALS OF SHAREHOLDERS
It is anticipated that the next annual meeting will be held in August
2000 with proxy solicitation commencing in July 2000. Any proposal to be
presented at next year's annual meeting of shareholders must be received by the
Company at its principal executive offices by February 25, 2000, for inclusion
in the Company's proxy materials relating to that meeting. Any such proposals
must comply in all respects with the rules and regulations of the Securities
and Exchange Commission.
OTHER MATTERS
Management knows of no matter to be presented for action at the
meeting other than those described above. However, if any such other matter
should properly come before the meeting, or if any vacancy in the proposed
slate of directors should be caused by an unexpected occurrence before the
holding of the election, the proxies will vote thereon in accordance with the
recommendations of management or for such other nominee as management may
select.
The statements set forth herein as to the present principal
occupations of the nominees as directors, the beneficial ownership of
securities of the Company, and other matters not of record with the Company,
are based upon information furnished to the Company.
10
<PAGE> 13
By Order of the Board of Directors,
/s/ Anthony R. Maresca
------------------------------------
Anthony R. Maresca
Secretary
June 28, 1999
THE COMPANY WILL FURNISH WITHOUT CHARGE TO EACH PERSON WHOSE PROXY IS
BEING SOLICITED, UPON THE WRITTEN REQUEST OF SUCH PERSON, A COPY OF THE ANNUAL
REPORT OF THE COMPANY ON FORM 10-K FOR THE FISCAL YEAR ENDED FEBRUARY 28, 1999,
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, INCLUDING THE FINANCIAL
STATEMENTS AND SCHEDULES THERETO. REQUESTS FOR COPIES OF SUCH REPORT SHOULD BE
DIRECTED TO ANTHONY R. MARESCA, ACR GROUP, INC., 3200 WILCREST DRIVE, SUITE 440,
HOUSTON, TEXAS 77042.
11
<PAGE> 14
ACR GROUP, INC.
PROXY FOR ANNUAL MEETING TO BE HELD AUGUST 19, 1999
The undersigned hereby appoints Alex Trevino, Jr. and Anthony R.
Maresca, or either of them, each with power of substitution, the proxies of the
undersigned, to vote the stock of the undersigned at the annual meeting of
shareholders of ACR Group, Inc., to be held at the Westchase Hilton & Towers,
9999 Westheimer, Houston, Texas 77042, on Thursday, August 19, 1999, at 10:00
a.m., Houston time, or at any adjournments thereof, as indicated on the reverse
side hereof.
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS and will be voted as
indicated by the shareholder. Unless a contrary direction is indicated, the
proxies shall vote the shares FOR the election as directors of the Board's
nominees and in accordance with the recommendations of management on any other
business coming before the meeting.
(Continued on reverse side)
<TABLE>
<S> <C>
- ------------------------------------------------------------------------------------------------------------------------------
Please mark your vote as indicated in this example [X].
(1) To elect five directors for a term of one year: Anthony R. Maresca, Ronald T. Nixon, Roland H. St. Cyr, Alex
Trevino, Jr., and A. Stephen Trevino
FOR the nominees WITHHOLD AUTHORITY (INSTRUCTION: To withhold authority to vote for any individual
listed at right to vote for the nominee(s) nominee, write that nominee's name in the space provided below).
listed at right
[ ] [ ] ---------------------------------------------------------------
PLEASE DO NOT FOLD, BEND OR MUTILATE THIS CARD.
(Please sign your name here exactly as it appears hereon. Joint
owners must each sign. When signing as attorney, executor,
administrator, trustee or guardian, please give your full title
as it appears hereon).
Dated , 1999
---------------------------------------------------
---------------------------------------------------------------
Signature
---------------------------------------------------------------
Signature
Sign, Date and Return the Proxy Card Promptly Using the Enclosed
Envelope.
</TABLE>
