THOMAS S. SMITH SMITH MCCULLOUGH, P.C.
KIM I. McCULLOUGH MARK A. MEYER
DOUGLAS R. FERGUSON DONNA J. BLOOMER
JEFFREY J. COWMAN DANIEL J. BLOCK*
HAROLD R. BRUNO, III *Admitted in Oregon Only
STEVEN M. FEDER
THERESA M. MEHRINGER
LYNNE M. HANSON
GARRETT M. TUTTLE
--------------------------------------------------------------------------------
REGENCY PLAZA ONE 4643 SOUTH ULSTER STREET SUITE 900
DENVER, COLORADO 80237-2866 TELEPHONE (303) 221-6000
FAX (303) 221-6001 [email protected]
<PAGE>
June 16, 2000
VIA EDGAR
United States Securities
and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Silverthorne Production Company
File No. 000-11730
Preliminary Proxy Materials for Special Meeting of Shareholders
Ladies and Gentlemen:
Enclosed for filing are copies of the preliminary Notice of Special
Meeting of Shareholders, Proxy Statement and Proxy to be used in connection with
a Special Meeting of Shareholders of Silverthorne Production Company ("Company")
to be held in July 2000. It is planned that the proxy materials will be mailed
to the Company's shareholders in late June 2000.
Please contact the undersigned with any comments the Staff may have on
the preliminary proxy materials.
Sincerely yours,
/s/ Mark Meyer
Mark A. Meyer
TSS:dh
Enclosure
cc: Silverthorne Production Company
Attn: Jimmy L. Boswell
Darrell H. Hughes
David L. Jackson
<PAGE>
SILVERTHORNE PRODUCTION COMPANY
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:
|X| Preliminary Proxy Statement
|_| Confidential for use of the Commission Only (as permitted by Rule
14a-6(e)(2))
|_| Definitive Proxy Statement
|_| Definitive Additional Materials
|_| Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
SILVERTHORNE PRODUCTION COMPANY
-------------------------------
(Name of Registrant as Specified in its Charter)
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 the 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:
(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>
PRELIMINARY COPY
SILVERTHORNE PRODUCTION COMPANY
7001 Seaview Avenue NW
Suite 210
Seattle, Washington 98117
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
To be held on July __, 2000
NOTICE IS HEREBY GIVEN that a Special Meeting of Shareholders (the
"Meeting") of Silverthorne Production Company, a Colorado corporation (the
"Company"), will be held in the Special Events Room on the Second Floor, 7001
Seaview Avenue, NW, Seattle, Washington 98117, on _________, July __, 2000, at
10:00 a.m., Pacific Time, for the purpose of considering and voting upon a
proposal to:
(1) adopt an amendment to Article FIRST of the Articles of
Incorporation of the Company to change the name of the Company from
"Silverthorne Production Company" to "Cognigen Networks, Inc.".
Only shareholders of record at the close of business on June 23, 2000,
are entitled to notice of and to vote at the Meeting and at any adjournment(s)
thereof.
The enclosed Proxy is solicited by and on behalf of the Board of
Directors of the Company. All shareholders are cordially invited to attend the
Meeting in person. Whether you plan to attend or not, please date, sign and
return the accompanying proxy in the enclosed return envelope, to which no
postage need be affixed if mailed in the United States. The giving of a proxy
will not affect your right to vote in person if you attend the Meeting.
BY ORDER OF THE BOARD OF DIRECTORS
DAVID L. JACKSON, SECRETARY
Seattle, Washington
June 29, 2000
<PAGE>
PRELIMINARY COPY
SILVERTHORNE PRODUCTION COMPANY
7001 Seaview Avenue NW
Suite 210
Seattle, Washington 98117
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON JULY __ 2000
This proxy statement ("Proxy Statement") is being furnished in
connection with the solicitation of proxies by the Board of Directors of
Silverthorne Production Company (the "Company") to be used at the Annual Meeting
of Shareholders (the "Meeting") to be held in the Special Events Room on the
Second Floor, 7001 Seaview Avenue, N.W., Seattle, Washington 98117, on July __,
2000, at 10:00 a.m. Pacific Time, and at any adjournment(s) thereof.
This Proxy Statement and the accompanying Proxy will be mailed to the
Company's shareholders on or about June 29, 2000.
REVOCATION AND VOTING OF PROXY
Any person signing and mailing the enclosed Proxy may revoke it at any
time before it is voted by: (i) giving written notice of the revocation to the
Company's corporate secretary; (ii) voting in person at the Meeting; or (iii)
voting again by submitting a new proxy card. Only the latest dated proxy card,
including one which a person may vote in person at the Meeting, will count. If
not revoked, the Proxy will be voted at the Meeting in accordance with the
instructions indicated on the Proxy by the shareholder, or, if no instructions
are indicated, will be voted FOR the proposal to adopt an amendment to Article
FIRST of the Company's Articles of Incorporation;
VOTING SECURITIES
Voting rights are vested exclusively in the holders of the Company's
$0.001 par value common stock with each share entitled to one vote. Cumulative
voting in the election of directors is not permitted. Only shareholders of
record at the close of business on June 23, 2000, are entitled to notice of and
to vote at the Meeting or any adjournments thereof. On June 23, 2000, the
Company had 47,030,547 shares of common stock outstanding.
PRINCIPAL SHAREHOLDERS AND
SECURITY OWNERSHIP OF MANAGEMENT
The following table sets forth as of June 23, 2000, the number of
shares of the Company's outstanding common stock beneficially owned by each of
the Company's current directors, sets forth the number of shares of the
Company's common stock beneficially owned by all of the Company's current
executive officers and directors as a group, and sets forth the number of shares
of the Company's common stock owned by each person who owned of record, or was
known to own beneficially, more than 5% of the outstanding shares of the
Company's common stock:
Amount and Nature of
Name and Address Beneficial Ownership(1) Percent of Class
---------------- ----------------------- ------------------
Darrell H. Hughes 4,148,883(2) 8.5%
Suite 210
7001 Seaview Avenue N.W.
Seattle, WA 98117
David L. Jackson 2,460,471(3) 5.1%
3707 Calle Cortejo
Rancho Santa Fe, CA 92091
All current executive officers
and directors as a group
(5 persons) 11,846,290(4) 22.2%
Jimmy L. Boswell 2,618,468(5) 5.4%
Suite 304
3220 South Higuera Street
San Luis Obispo, CA 93401
David G. Lucas 2,618,468(6) 5.4%
Suite 304
3220 South Higuera Street
San Luis Obispo, CA 93401
Combined Telecommunications 5,831,412(7)(12) 11.4%
Consultancy, Ltd.
2608 Second Avenue, Suite 108
Seattle, Washington 98121
Cognigen Corporation 14,007,864(8) 29.8%
8711 15th Avenue N.W.
Seattle, WA 98117
Kevin E. Anderson 26,007,864(9)(10) 44.1%
2608 Second Avenue, Suite 108
Seattle, Washington 98120
Anderson Family Trust #1 26,007,864(9)(10) 44.1%
2608 Second Avenue, Suite 108
Seattle, Washington 98120
Peter Tilyou 19,586,492(7)(10)(11)(12) 30.7%
2608 Second Avenue, Suite 108
Seattle, Washington 98120
--------------------
(1) Except as indicated below, each person has sole and voting and/or investment
power over the shares listed.
(2) Includes 1,600,000 shares underlying an option. Mr. Hughes currently owns
approximately 10.5% of the outstanding common stock of Inter-American
Telecommunications Holding Corporation ("ITHC"). Pursuant to the terms of the
agreement whereby the Company acquired the assets of ITHC, ITHC will be entitled
to receive 37,298,444 shares of the Company's common stock. At this time, the
Company does not have a sufficient number of shares of common stock authorized
to issue the 37,298,444 shares of the Company's common stock to ITHC. The
Company plans to hold a shareholders' meeting in the near future to propose the
adoption of an amendment to the Company's Articles of Incorporation to increase
the Company's authorized common stock. Mr. Hughes does not have sole or shared
voting and/or investment power over the shares of the Company's common stock
that will be owned by ITHC. Therefore, Mr. Hughes disclaims beneficial ownership
of the approximate 3,926,150 shares of the Company's common stock that will be
represented by Mr. Hughes' ownership of approximately 10.5% of the outstanding
common stock of ITHC. The 3,926,150 shares are not included in the above table.
(3) Includes 1,600,000 shares underlying an option. Mr. Jackson currently owns
approximately 3.5% of the outstanding common stock of ITHC. Pursuant to the
terms of the agreement whereby the Company acquired the assets of ITHC, ITHC is
entitled to receive 37,298,444 shares of the Company's common stock. At this
time, the Company does not have a sufficient number of shares of common stock
authorized to issue the 37,298,444 shares of the Company's common stock to ITHC.
The Company plans to hold a shareholders' meeting in the near future to propose
the adoption of an amendment to the Company's Articles of Incorporation to
increase the Company's authorized common stock. Mr. Jackson does not have sole
or shared voting and/or investment power over the shares of the Company's common
stock that will be owned by ITHC. Therefore, Mr. Jackson disclaims beneficial
ownership of the approximate 1,295,629 shares of the Company's common stock that
will be represented by Mr. Jackson's ownership of approximately 3.5% of the
outstanding common stock of ITHC. The 1,295,629 shares are not included in the
above table.
(4) Includes the shares specified in footnotes (2) and (3) above and (5) and (6)
below.
(5) Includes 1,600,000 shares underlying an option. Mr. Boswell currently owns
approximately 2.6% of the outstanding common stock of ITHC. Pursuant to the
terms of the agreement whereby the Company acquired the assets of ITHC, ITHC is
entitled to receive 37,298,444 shares of the Company's common stock. At this
time, the Company does not have a sufficient number of shares of common stock
authorized to issue the 37,298,444 shares of the Company's common stock to ITHC.
The Company plans to hold a shareholders' meeting in the near future to propose
the adoption of an amendment to the Company's Articles of Incorporation to
increase the Company's authorized common stock. Mr. Boswell does not have sole
or shared voting and/or investment power over the shares of the Company's common
stock that will be owned by ITHC. Therefore, Mr. Boswell disclaims beneficial
ownership of the approximate 981,535 shares of the Company's common stock that
will be represented by Mr. Boswell's ownership of approximately 2.6% of the
outstanding common stock of ITHC. The 981,535 shares are not included in the
above table.
(6) Includes 1,600,000 shares underlying an option. Mr. Lucas currently owns
approximately 2.6% of the outstanding common stock of ITHC. Pursuant to the
terms of the agreement whereby the Company acquired the assets of ITHC, ITHC is
entitled to receive 37,298,444 shares of the Company's common stock. At this
time, the Company does not have a sufficient number of shares of common stock
authorized to issue the 37,298,444 shares of the Company's common stock to ITHC.
The Company plans to hold a shareholders' meeting in the near future to propose
the adoption of an amendment to the Company's Articles of Incorporation to
increase the Company's authorized common stock. Mr. Lucas does not have sole or
shared voting and/or investment power over the shares of the Company's common
stock that will be owned by ITHC. Therefore, Mr. Lucas disclaims beneficial
ownership of the approximate 981,535 shares of the Company's common stock that
will be represented by Mr. Lucas' ownership of approximately 2.6% of the
outstanding common stock of ITHC. The 981,535 shares are not included in the
above table.
(7) Includes 4,000,000 shares underlying an option. Combined Telecommunications
Consultancy, Ltd. ("CTC") currently owns approximately 7.1% of the outstanding
common stock of ITHC. Pursuant to the terms of the agreement whereby the Company
acquired the assets of ITHC, ITHC is entitled to receive 37,298,444 shares of
the Company's common stock. At this time, the Company does not have a sufficient
number of shares of common stock authorized to issue the 37,298,444 shares of
the Company's common stock to ITHC. The Company plans to hold a shareholders'
meeting in the near future to propose the adoption of an amendment to the
Company's Articles of Incorporation to increase the Company's authorized common
stock. CTC does not have sole or shared voting and/or investment power over the
shares of the Company's common stock that will be owned by ITHC. Therefore, CTC
disclaims beneficial ownership of the approximate 2,630,521 shares of the
Company's common stock that will be represented by CTC's ownership of
approximately 7.1% of the outstanding common stock of ITHC. The 2,630,521 shares
are not included in the above table.
(8) Cognigen currently owns approximately 57.9% of the outstanding common stock
of ITHC. Pursuant to the terms of the agreement whereby the Company acquired the
assets of ITHC, ITHC is entitled to receive 37,298,444 shares of the Company's
common stock. At this time, the Company does not have a sufficient number of
shares of common stock authorized to issue the 37,298,444 shares of the
Company's common stock to ITHC. The Company plans to hold a shareholders'
meeting in the near future to propose the adoption of an amendment to the
Company's Articles of Incorporation to increase the Company's authorized common
stock. The 37,298,444 shares will be deemed to be beneficially owned by
Cognigen. The 37,298,444 shares are not included in the above table.
(9) Includes 12,000,000 shares of the Company's common stock underlying an
option owned by the Anderson Family Trust #1. Kevin E. Anderson has the sole
voting and investment power over the shares of the Company's common stock owned
by Cognigen. Kevin E. Anderson and members of his family are the beneficiaries
of the Anderson Family Trust #1 which owns approximately 98.9% of the
outstanding common stock of Cognigen. Therefore, Mr. Anderson may be deemed to
beneficially own the 14,007,864 shares of the Company's common stock that
Cognigen Corporation may be deemed to beneficially own.
(10) Represents the 26,007,864 shares that Kevin E. Anderson may be deemed to
beneficially own.
(11) Includes the shares owned by CTC and the Anderson Family Trust #1, 955,080
shares owned by Telkiosk, Inc. and 800,000 shares underlying an option owned by
Telkiosk. Peter Tilyou is the sole trustee, but not a beneficiary, of the
Anderson Family Trust #1. As the managing officer/director of CTC and Telkiosk,
Mr. Tilyou has voting and investment power over the shares of the Company's
common stock beneficially owned by CTC and Telkiosk. Mr. Tilyou is the
beneficial owner of 33% of the outstanding shares of Telkiosk and 25% of the
outstanding shares of CTC.
(12) The information pertaining to the shares of the Company's common stock
beneficially owned by CTC and Telkiosk and the information pertaining to Peter
Tilyou's relationship to both and to the Anderson Family Trust #1 is based on
the shareholder records of the Company and information provided to the Company
by Peter Tilyou.
CHANGE IN CONTROL OF THE COMPANY
On August 20, 1999, the Company completed the first closing of the
acquisition of all of the assets of ITHC in exchange for 29,242,953 shares of
the Company's common stock. On December 27, 1999, the Company and ITHC agreed
that the total number of shares of the Company's common stock that were to be
issued at the first closing was 11,742,953 shares rather than 29,242,953 shares
and that the total number of shares to be issued by the Company to ITHC at the
second closing is 37,298,444 shares. Further, the Company and ITHC made it clear
that the Company was acquiring all of the assets and assuming all of the
liabilities of ITHC as of August 20, 1999.
As a result of ITHC's receipt of the 11,742,953 shares of the Company's
common stock and a previous purchase of 12,452,431 shares of the Company's
common stock by ITHC from David L. Jackson, Patricia A. Jackson, Karrie R.
Jackson, and Eric J. Sunsvold, ITHC owned 24,195,384 shares, or approximately
54.0% of the Company's outstanding shares of common stock. In May 2000, ITHC
distributed the 24,195,384 shares pro rata to its shareholders. At this time,
the Company does not have a sufficient number of shares of common stock
authorized to issue the 37,298,444 shares of the Company's common stock to ITHC.
The Company plans to hold a shareholders' meeting in the near future to propose
the adoption of amendment to the Company's Articles of Incorporation to increase
the Company's authorized common stock. ITHC will be entitled to receive
37,298,444 shares which will then represent approximately 44.2% of the Company's
outstanding shares of common stock. It is contemplated that ITHC will distribute
the 37,298,444 shares pro rata to its shareholders.
Kevin E. Anderson and his family are beneficiaries of the Anderson
Family Trust #1 which owns approximately 98.9% of the outstanding common stock
of Cognigen. Cognigen owns approximately 57.9% of the outstanding common stock
of ITHC and Kevin E. Anderson had the sole voting and investment power over the
shares of the Company's common stock that were owned by ITHC. Therefore, Kevin
E. Anderson may be deemed to have controlled the Company at the time of the
transaction between the Company and ITHC.
The assets of ITHC consisted of electronically archived customer data
bases consisting of approximately 95,000 individual residential and business
long-distance telephone service subscriber accounts; agency, reseller and other
agreements and contracts ITHC had with carriers, switched resellers, unswitched
resellers, consolidators or other providers of long-distance and local telephone
service; ITHC's accounts receivable, commissions receivable, future commissions
that may be payable from any of the carriers, switched resellers, unswitched
resellers, consolidators or other providers of long-distance and local telephone
service; ITHC's computer software, proprietary programs and applications,
computers, monitors, peripherals, printers, copiers, telephone PABX systems,
office furniture and fixtures, office leases; customer data bases, customer
lists and print and electronic records relating to customers; ITHC's inventories
and orders for prepaid telephone cards; ITHC's new accounts; ITHC's websites,
pages, links and agreements as well as ITHC's Internet domains and email
addresses; agreements with ITHC's agents and subagents; exclusive use and
control of the name "Cognigen" and its attendant copyright, trade name and
trademark and service mark registrations; ITHC's intellectual property; ITHC's
lines of credit with carriers, prepaid card providers, switched resellers,
switchless resellers and other providers of local and long-distance phone
service, ITHC's cash and all of the outstanding stock of Inter-American
Telecommunications Corporation, a non-operating subsidiary of ITHC.
ACTION TO BE TAKEN AT MEETING
The Meeting has been called by the directors of the Company to consider
and act upon a proposal to adopt an amendment to Article FIRST of the Articles
of Incorporation of the Company to change the name of the Company from
"Silverthorne Production Company" to "Cognigen Networks, Inc."
The holders of one-third of the outstanding shares of common stock of
the Company present at the Meeting in person or represented by proxy constitute
a quorum. To be approved, the proposal to adopt an amendment to Article FIRST of
the Articles of Incorporation of the Company must receive the affirmative vote
of a majority of the outstanding shares. Where brokers have not received any
instruction from their clients on how to vote on a particular proposal, brokers
are permitted to vote on routine proposals but not on nonroutine matters. The
absence of votes on nonroutine matters are "broker nonvotes." Abstentions and
broker nonvotes on the proposals to adopt an amendment to Article FIRST of the
Articles of Incorporation of the Company will be counted as present for purposes
of the proposal and will count as votes against the proposal.
The Company has been orally advised that each of the persons listed
under "Principal Shareholders and Security Ownership of Management" intends to
vote for the proposal to adopt an amendment to Article FIRST of the Articles of
Incorporation of the Company. Therefore, approximately 47.3% of the outstanding
shares of common stock should be voted in favor of the proposal.
APPROVAL OF THE ADOPTION OF AN AMENDMENT TO ARTICLE FIRST
OF THE ARTICLES OF INCORPORATION OF THE COMPANY
The Board of Directors of the Company is recommending that Article
FIRST of the Company's Articles of Incorporation be amended to change the name
of the Company from Silverthorne Production Company to Cognigen Networks, Inc.
The directors of the Company recommend such change because the directors believe
that the current name has very little good will associated with it and the new
name will be more representative of the Company's current business activities
which consist primarily of the business activities conducted by the Cognigen
Division of the Company. The directors believe the "Cognigen" name has a
significant amount of good will associated with it because of its use for a
number of years by the Cognigen Corporation, the assets of which were acquired
by ITHC and then by the Company from ITHC. Also, the Company currently does
business under the name of Cognigen Networks, Inc.
If this proposal is approved, the officers of the Company will file an
amendment to the Articles of Incorporation of the Company with the Colorado
Secretary of State to amend Article FIRST so that as amended Article FIRST will
read as follows:
"FIRST: The name of the corporation is Cognigen Networks, Inc."
THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS VOTE FOR THE
ADOPTION OF THE AMENDMENT TO ARTICLE FIRST OF THE ARTICLES OF INCORPORATION OF
THE COMPANY AS SET FORTH ABOVE.
SHAREHOLDER PROPOSALS
Proposals of shareholders intended to be presented at the next Annual
Meeting of Shareholders must be received by the Company within a reasonable time
prior to the time the Company begins to print and mail the proxy materials for
such Meeting.
SOLICITATION OF PROXIES
The cost of soliciting proxies, including the cost of preparing,
assembling and mailing this proxy material to shareholders, will be borne by the
Company. Solicitations will be made only by use of the mails, except that, if
necessary to obtain a quorum, officers and regular employees of the Company may
make solicitations of proxies by telephone or electronic facsimile or by
personal calls. Brokerage houses, custodians, nominees and fiduciaries will be
requested to forward the proxy soliciting material to the beneficial owners of
the Company's shares held of record by such persons and the Company will
reimburse them for their charges and expenses in this connection.
OTHER BUSINESS
The Company's Board of Directors does not know of any matters to be
presented at the Meeting other than the matters set forth herein. If any other
business should come before the Meeting, the persons named in the enclosed form
of Proxy will vote such Proxy according to their judgment on such matters.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ David L. Jackson
DAVID L. JACKSON, SECRETARY
Seattle, Washington
June 29, 2000
<PAGE>
PRELIMINARY COPY
PROXY
SILVERTHORNE PRODUCTION COMPANY
PROXY SOLICITED BY THE BOARD OF DIRECTORS
FOR THE SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD JULY __, 2000
The undersigned hereby constitutes and appoints Darrell H. Hughes and
David L. Jackson, and each of them, the true and lawful attorneys and proxies of
the undersigned with full power of substitution and appointment, for and in the
name, place and stead of the undersigned, to act for and to vote all of the
undersigned's shares of $0.001 par value common stock ("common stock") of
Silverthorne Production Company (the "Company") at the Special Meeting of
Shareholders (the "Meeting") to be held in the Special Events Room on the Second
Floor, 7001 Seaview Avenue, NW, Seattle, Washington 98117, on _________, July
__, 2000, at 10:00 a.m., Pacific Time, and at all adjournment(s) thereof for the
adoption of an amendment to Article FIRST of the Articles of Incorporation of
the Company to change the name of the Company from "Silverthorne Production
Company" to "Cognigen Networks, Inc.".
The undersigned hereby revokes any proxies as to said shares heretofore
given by the undersigned and ratifies and confirms all that said attorneys and
proxies lawfully may do by virtue hereof.
THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS SPECIFIED. IF NO
SPECIFICATION IS MADE, THEN THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED
AT THE MEETING THE PROPOSAL TO ADOPT THE AMENDMENT TO ARTICLE FIRST OF THE
ARTICLES OF INCORPORATION OF THE COMPANY TO CHANGE THE NAME OF THE COMPANY.
It is understood that this proxy confers discretionary authority in
respect to matters not known or determined at the time of the mailing of the
Notice of Special Meeting of Shareholders to the undersigned. The proxies and
attorneys intend to vote the shares represented by this proxy on such matters,
if any, as determined by the Board of Directors.
The undersigned hereby acknowledges receipt of the Notice of Special
Meeting of Shareholders and the Proxy Statement furnished therewith.
<PAGE>
Dated and Signed: ______________, 2000
Signature(s) should agree with the name(s) stenciled hereon. Executors,
administrators, trustee, guardians and attorneys should so indicate when
signing. Attorneys should submit powers of attorney.
