<PAGE> 1
SCHEDULE 14A INFORMATION
(Rule 14a-101)
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 sec.240.14a-11(c) or sec.240.14a-12
NITCHES, 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)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
<PAGE> 2
NITCHES, INC.
10280 Camino Santa Fe
San Diego, California 92121
---------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD DECEMBER 21, 1999
Notice is hereby given that the annual meeting of the Shareholders of
Nitches, Inc. (the "Company") will be held at the Company's offices at 10280
Camino Santa Fe, San Diego, California 92121, at 8:30 a.m. on December 21, 1999
for the following purposes:
1. To elect a board of five Directors.
2. To ratify the appointment of Moss Adams LLP as the Company's
independent certified public accountants for the fiscal year ended August 31,
2000.
3. To transact such other business as may properly be brought before
the meeting or any adjournments thereof.
November 17, 1999 is the record date for the determination of
shareholders entitled to notice of, and to vote at, the meeting and any
adjournment thereof.
ALL SHAREHOLDERS ARE CORDIALLY INVITED TO ATTEND THE MEETING IN PERSON.
WHETHER OR NOT YOU PLAN TO ATTEND IN PERSON, YOU ARE URGED TO FILL IN
THE ENCLOSED PROXY AND TO SIGN AND FORWARD IT IN THE ENCLOSED BUSINESS REPLY
ENVELOPE, WHICH REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES. IT IS
IMPORTANT THAT YOUR SHARES BE REPRESENTED AT THE MEETING IN ORDER THAT THE
PRESENCE OF A QUORUM MAY BE ASSURED. ANY SHAREHOLDER WHO SIGNS AND SENDS IN A
PROXY MAY REVOKE IT BY EXECUTING A NEW PROXY WITH A LATER DATE, BY WRITTEN
NOTICE OF REVOCATION TO THE SECRETARY OF THE COMPANY AT ANY TIME BEFORE IT IS
VOTED, OR BY ATTENDANCE AT THE MEETING AND VOTING IN PERSON.
YOUR VOTE IS IMPORTANT REGARDLESS OF THE NUMBER OF SHARES OF STOCK THAT
YOU HOLD. YOUR COOPERATION IN PROMPTLY RETURNING YOUR PROXY WILL HELP LIMIT
EXPENSES INCIDENT TO PROXY SOLICITATION.
By Order of the Board of Directors
November 18, 1999 Steven P. Wyandt, President
<PAGE> 3
NITCHES, INC.
10280 Camino Santa Fe
San Diego, California 92121
--------------------
PROXY STATEMENT
--------------------
This proxy statement is solicited by and is forwarded in connection
with solicitation of proxies by the Board of Directors of Nitches, Inc. for the
annual meeting of shareholders to be held on Tuesday, December 21, 1999 Only
shareholders of record at the close of business on November 17, 1999 are
entitled to notice of, and to vote at, the meeting. Proxies and proxy statements
were first given to shareholders on approximately November 18, 1999 The number
of outstanding Common Shares entitled to be voted at the meeting is 1,064,680.
The expense of soliciting proxies and the cost of preparing, assembling
and mailing material in connection with the solicitation of proxies will be paid
by the Company. Approximately three employees of the Company may solicit proxies
by telegraph, telephone and personal interviews.
The Company's Annual Report on Form 10-K for the year ended August 31,
1999 is being sent, simultaneously herewith, to each shareholder of record. The
Annual Report on Form 10-K is not incorporated in this Proxy Statement and is
not to be considered a part of the proxy soliciting material.
The Company's management knows of no matter to be brought before the
meeting other than those matters mentioned herein. If, however, any other
matters properly come before the meeting, it is intended that the proxies will
be voted in accordance with the judgment of the person or persons voting such
proxies.
I. ELECTION OF THE DIRECTORS
INFORMATION CONCERNING NOMINEES, DIRECTORS AND EXECUTIVE OFFICERS
The Directors of the Company are elected annually and hold office until
the next annual meeting of shareholders and until their successors have been
elected and have qualified. In the event any nominee is unable to or declines to
serve as Director at the time of the annual meeting, the proxy will be voted for
a substitute selected by the Board of Directors. Management has no reason to
believe, at this time, that the persons named will be unable, or will decline,
to serve if elected.
During fiscal year 1999 the Board held 3 meetings. The Company has
standing Audit, Compensation and Investment Committees. The Company does not
have a Nominating Committee. The Audit Committee, which oversees the financial
affairs of the Company and meets with the independent auditors, consists of Mr.
Henderson and Mr. Price. The Audit Committee met one time during fiscal 1999.
The Compensation Committee, which sets executive compensation and bonuses and
authorizes the issuance of stock options, consists of Mr. Henderson and Mr.
Hoese. The Compensation Committee met one time during fiscal 1999. The
Investment Committee, which evaluates investment alternatives for the Company,
consists of Mr. Waney, Mr. Henderson and Mr. Wyandt. The Investment Committee
did not meet during fiscal 1999. During fiscal 1999, all directors attended at
least 75% of the meetings of the Board and the Board Committee of which they
were members.
All directors who are not also employees of the Company receive $12,000
annually, plus $1,000 for attendance at each Board of Directors and Committee
meeting and reimbursement of reasonable expenses. The $1,000 fee is not paid for
attendance at a Committee meeting that is held on the same day the Board of
Directors meets.
1
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The following table sets forth certain information with respect to the
Directors and executive officers of the Company, all of whom are also nominees.
The Board recommends that the shareholders vote "FOR" all five nominees listed
below.
<TABLE>
<CAPTION>
NAME AGE POSITION
---- --- --------
<S> <C> <C>
Arjun C. Waney 59 Chairman Emeritus, Director
Steven P. Wyandt 55 Chairman of the Board, President, Chief
Executive Officer and Chief
Financial Officer
Luther A. Henderson 79 Director
William L. Hoese 62 Director
Eugene B. Price II 56 Director
</TABLE>
Mr. Waney has been a director of the Company since 1973. From 1973
until October 1987, when he was elected Chairman of the Company's Board of
Directors, Mr. Waney was the President of the Company. From October, 1991 to
November, 1993, Mr. Waney was also a director of Body Drama, Inc., which, at the
time, was a publicly held majority-owned subsidiary of the Company.
Mr. Wyandt was elected as a director in 1989. He has been President
of the Company since 1987. Mr. Wyandt was a director and Chairman of Body Drama,
Inc., until August 31, 1998, which, at the time, was a wholly- owned subsidiary
of the Company but was merged into the Company as of that date.
Mr. Henderson has been a director of the Company since 1981. Since
prior to 1980, he has been President of Pirvest, Inc., which is engaged in
private investing. He is also a director of Ridgewood Hotel Co., which owns and
operates hotel properties.
Mr. Hoese has been a director since 1995. Since November 1994, he
has been Senior Vice President and General Counsel of American Tool Companies,
Inc., a privately-held manufacturer of hand tools and power tool accessories.
For 28 years prior to 1994, Mr. Hoese was a partner with Luce, Forward, Hamilton
& Scripps LLP, counsel to the Company.
Mr. Price has been a director of the Company since 1973. From 1973
until he retired in May 1987, Mr. Price was a Vice President of the Company with
primary responsibilities in sales and administration. He is currently President
of Trinidad Tees, an importer of cotton clothing.
EXECUTIVE OFFICER COMPENSATION
The following tables and notes show the compensation provided to
the Chief Executive Officer and each of the other most highly compensated
executive officers who served as such at the end of fiscal 1999 and whose annual
compensation exceeds $100,000.
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SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
ALL OTHER
ANNUAL COMPENSATION LONG TERM COMPENSATION COMP.
----------------------------- ----------------------------------- ----------
AWARDS PAYOUTS
------------------------ --------
SECURITIES
OTHER RESTRICTED UNDERLYING
ANNUAL STOCK OPTIONS/ LTIP
NAME/TITLE SALARY BONUS COMP. AWARDS SARs PAYOUTS
YEAR $(1) $ $ $ # $
- ------------------------ ------ ------ ------- --------- ---------- -------
<S> <C> <C> <C> <C> <C> <C> <C>
Steven P. Wyandt
President, Chief Executive
Officer, and Chief
Financial Officer 211,538 -- -- -- -- -- --
1999 112,718 -- -- -- -- -- --
1998 138,141 -- -- -- -- -- --
1997
</TABLE>
- -----------
(1) Includes the Company's allocation of profit sharing to the Retirement
Savings Plan during the year.
AGGREGATED OPTION SAR/EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION/SAR VALUE
<TABLE>
<CAPTION>
VALUE OF UNEXERCISED
NUMBER OF SECURITIES "IN THE MONEY"
UNDERLYING UNEXERCISED OPTIONS/SARs AT FISCAL
OPTIONS/SARs AT FISCAL YEAR-END(2)
ACQUIRED VALUE YEAR-END(1) $
ON EXERCISE REALIZED ----------------------- -------------------------
NAME # $(1) EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE
- ---- ----------- -------- ------------------------- -------------------------
<S> <C> <C> <C> <C>
Steven P. Wyandt 76,252 $142,973 -/- -/-
</TABLE>
- ----------------
(1) Calculated based upon the October 21, 1998 tender offer price of $4.00
per share less the share price to be paid upon exercise.
BOARD COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Compensation Committee is responsible for setting base
compensation, awarding bonuses and setting the number and terms of options for
the Company's executive officers. The committee establishes base salaries for
executive officers at a modest level which it believes is sufficient to attract
and retain such executives. The committee uses independent survey reports for
comparable companies to assist in establishing the base salaries. None of the
current committee members are employees of the Company.
Compensation Committee Interlocks and Insider Participation. The
Committee currently consists of Luther A. Henderson and William L. Hoese. Mr.
Henderson was Chairman of the Company from 1981 until 1987, but did not receive
a salary for such service. Mr. Hoese has never been an officer or employee of
the Company.
Compensation Committee. Luther A. Henderson, William L. Hoese.
3
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EMPLOYMENT AGREEMENTS
The Company has entered into an employment agreement with Steven P.
Wyandt, effective September 1, 1998 through August 31, 2001, which superceded a
previous agreement with Mr. Wyandt entered into in January 1998. Pursuant to
this agreement, Mr. Wyandt serves as President, Chief Executive Officer and
Chief Financial Officer of the Company. The agreement provides for a base annual
salary of $250,000, or a higher amount as the Board of Directors may approve. In
addition, Mr. Wyandt may receive a bonus at the discretion of the Board of
Directors.
Prior to the its current employment with Mr. Wyandt, the Company had an
agreement with Mr. Wyandt as of May 1995 which was to expire in August 1998. On
January 1, 1998, the Company entered into an agreement with Mr. Wyandt which
superceded the May 1995 agreement and had terms substantially similar to the May
1995 agreement. This January 1998 agreement was to expire in January 2001 and
provided for a base salary of $180,000 per year and an annual bonus based on
overall Company performance. The January 1998 agreement has been superceded by
the Mr. Wyandt's current employment agreement with the Company, discussed above.
In light of the Company's restructuring in late 1996, Mr. Wyandt voluntarily
received base salary compensation of $138,141 in fiscal 1997 and $112,718 in
fiscal 1998. No bonus was paid to Mr. Wyandt during fiscal 1997 or fiscal 1998.
In the event that the Company is liquidated, Mr. Wyandt will receive a
lump sum payment equal to one year's salary under Mr. Wyandt's current
employment agreement. In the event Mr. Wyandt is terminated without cause, he
will continue to receive his base salary through the end of the term of his
employment agreement, a pro rata portion of his bonus and continuation of
certain employee benefits.
4
<PAGE> 7
PERFORMANCE GRAPH
The following graph compares the performance of the Company for the
five-year period ending August 31, 1999 with the performance of the NASDAQ
market index and the average performance of companies consisting of the Dow
Jones Clothing and Fabrics group, which for this year numbered 105 companies,
which group is published by Media General Financial Services. The index reflects
reinvested dividends and is weighted by the sum of the closing price times the
shares outstanding divided by the total shares outstanding for the group.
COMPARE 5-YEAR CUMULATIVE TOTAL RETURN
AMONG NITCHES, INC.
NASDAQ MARKET INDEX AND PEER GROUP INDEX
<TABLE>
<CAPTION>
FISCAL YEAR ENDING
-------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
COMPANY/INDEX/MARKET 8/31/1994 8/31/1995 8/30/1996 8/29/1997 8/31/1998 8/31/1999
Nitches Inc 100.00 162.50 228.13 194.79 180.63 191.25
Apparel, Clothing 100.00 101.22 114.70 132.86 106.56 114.22
NASDAQ Market Index 100.00 118.99 133.61 184.93 179.61 329.84
</TABLE>
ASSUMES $100 INVESTED ON OCT. 1, 1994
ASSUMES DIVIDEND REINVESTED
FISCAL YEAR ENDING SEPT. 30, 1999
5
<PAGE> 8
PRINCIPAL SHAREHOLDERS
The following table sets forth, as of November 17, 1999, certain
information with respect to the beneficial ownership of Common Stock by (a) each
person known by the Company to be the beneficial owner of more than 5% of its
outstanding Common Stock, (b) each of the Company's directors and (c) all
directors and officers as a group. Except as noted below, to the best of the
Company's knowledge, each of such persons has sole voting and investment power
with respect to the shares beneficially owned.
<TABLE>
<CAPTION>
NAME AND ADDRESS OF
BENEFICIAL OWNER SHARES PERCENT OF CLASS
---------------- ------ ----------------
<S> <C> <C>
Luther A. Henderson 2,000 *
5608 Malvey Ave., #104A
Ft. Worth, TX 76107
Steven P. Wyandt 380,862 36%
10280 Camino Santa Fe
San Diego, CA 92121
Dimensional Fund Advisors, Inc.(1) 54,418 5%
1299 Ocean Avenue, Suite 650
Santa Monica, CA 90401
Eugene B. Price II 23,648 2%
10280 Camino Santa Fe
San Diego, CA 92121
William L. Hoese 12,718 1%
2800 West Higgins Road, Suite 805
Hoffman Estates, IL 60195
All directors and current 419,228 39%
officers as a group (5 persons)
</TABLE>
------------------------
* Less than one percent.
(1) The Company has been advised by Dimensional Fund Advisors, Inc.
("Dimensional") of the following: Dimensional, an investment
advisor registered under Section 203 of the Investment Advisors Act
of 1940, furnishes investment advice to four investment companies
registered under the Investment Company act of 1940, and serves as
investment manager to certain other investment vehicles, including
commingled group trusts. In its role as investment advisor and
investment manager, Dimensional possesses both voting and
investment power over 54,418 shares of the Company's common stock
as of June 30, 1999. The investment companies and the investment
vehicles referred to above are the beneficial owners of this common
stock, and Dimensional disclaims beneficial ownership of this
common stock.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Company leased a 30,000 square foot warehouse and administrative office
building owned by Kuma Sport, Inc., a California corporation, until October 1999
when it sold its interest in the building. Arjun C. Waney, a Director of the
Company, is a 40% shareholder of Kuma Sport, Inc. Mr. Waney has also guaranteed
payments on a SBA loan which encumbers the Kuma Sport, Inc. warehouse. The
Company leased the facilities from Kuma Sport, Inc. on a month-to-month basis at
a rent of $15,000 per month, which it believes is consistent with the fair
market rental value of the facility.
6
<PAGE> 9
Certain employees of Kuma Sport, Inc. also perform warehouse and related
services for the Company at the facilities. The Company reimburses Kuma Sport,
Inc. for such services at rates which the Company believes are consistent with
rates that are generally available from third party providers in the industry.
II. RATIFICATION OF SELECTION OF AUDITORS
Based upon the recommendation of the Audit Committee, the Board of
Directors has authorized the firm of Moss Adams LLP, independent certified
public accountants, to serve as independent auditors for the fiscal year ended
August 31, 2000.
The Board of Directors recommends that shareholders vote "FOR" this
proposal.
OTHER ITEMS
PROPOSALS OF SHAREHOLDERS
For proposals of shareholders to be included at the 2000 annual meeting of
shareholders, anticipated to be held in December 2000, such proposals must be
received by the Company not later than July 21, 2000 The acceptance of such
proposals is subject to Securities and Exchange Commission guidelines.
VOTING
Each shareholder of record is entitled to one vote for each share held on
all matters to come before the meeting, except that shareholders may have
cumulative voting rights with respect to the election of Directors. All proxies
which are returned will be counted by the Inspector of Elections in determining
the presence of a quorum and on each issue to be voted on. An abstention from
voting or a broker non-vote is not counted in the voting process under
California law.
Cumulative Voting. The proxy process does not permit shareholders to
cumulate votes. No shareholder can cumulate votes unless the candidate or
candidates' names for which such votes are to be cast have been placed in
nomination prior to voting and a shareholder has given notice of the
shareholder's intention to cumulate the shareholder's votes at the meeting and
prior to the voting. If any shareholder has given such notice, all shareholders
may cumulate their votes for candidates in nomination. Management does not, at
this time, intend to give notice of cumulative voting or to cumulate the votes
it may hold pursuant to the proxies solicited herein unless the required notice
by a shareholder is given in proper format at the meeting, in which instance
management intends to cumulatively vote all of the proxies held by it in favor
of the nominees for office as set forth herein. In the event cumulative voting
is used, each shareholder may cast a number of votes equal to the number of
directors to be elected multiplied by the number of votes which the
shareholder's shares would otherwise entitle the shareholder. The shareholder
may cast these votes for one nominee or distribute these votes among as many
candidates as the shareholder wishes. The candidates receiving the highest
number of votes of the shares entitled to be voted for them, up to the number of
directors to be elected by such shares, are elected.
Proxies. The shares represented by proxies which are returned properly
signed will be voted in accordance with the shareholders' directions. If the
proxy card is signed and returned without direction as to how they are to be
voted, the shares will be voted as recommended by the Board of Directors.
Shareholders may revoke any proxy before it is voted by attendance at the
meeting and voting in person, by executing a new proxy with a later date, or by
giving written notice of revocation to the Secretary of the Company.
7
<PAGE> 10
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
directors and executive officers and persons who own more than ten percent of
the Company's Common Stock to file with the Securities and Exchange Commission
initial reports of ownership and reports of changes in ownership of the
Company's Common Stock. Upon filing any such report with the Commission, the
filing person must furnish the Company with a copy of such report.
The Company has been informed that Arjun C. Waney failed to report a
transaction as required by Section 16(a). The transaction involved the sale of
6,649 shares of the Company's common stock on behalf of a trust for the benefit
of his daughter. Otherwise, to the Company's knowledge, based solely upon a
review of the copies of such reports furnished to the Company and
representations that no other reports were required, all reports required by
Section 16(a) of the Securities Exchange Act of 1934 during fiscal year 1999
were filed on a timely basis.
THE COMPANY, ON WRITTEN REQUEST OF ANY PERSON BEING SOLICITED BY THIS
PROXY STATEMENT, SHALL PROVIDE, WITHOUT CHARGE TO SUCH PERSON, A COPY OF THE
COMPANY'S ANNUAL REPORT ON FORM 10-K (INCLUDING THE FINANCIAL STATEMENTS AND
SCHEDULES THERETO), REQUIRED TO BE FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 13a-1 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED, FOR THE COMPANY'S MOST RECENT FISCAL YEAR.
WRITTEN REQUESTS SHOULD BE DIRECTED TO:
NITCHES, INC.
10280 CAMINO SANTA FE
SAN DIEGO, CALIFORNIA 92121
ATTENTION: STEVEN P. WYANDT
By Order of the Board of Directors
_________________________________________
Steven P. Wyandt, President
San Diego, California
November 18, 1999
8
<PAGE> 11
PROXY NITCHES, INC.
ANNUAL MEETING OF SHAREHOLDERS -- DECEMBER 21, 1999
The undersigned shareholder(s) of Nitches, Inc. (the "Company") hereby
appoints Steven P. Wyandt the attorney, agent and proxy of the undersigned, with
full power of substitution, to vote all shares of the Company which the
undersigned is entitled to vote at the Annual Meeting of Shareholders to be held
at 10280 Camino Santa Fe, San Diego, California, on December 21, 1999 at 8:30
a.m. local time, and any and all adjournments thereof, as fully and with the
same force and effect as the undersigned might or could do if personally present
thereat, as follows:
1. Election of Directors. To elect the following five (5) persons to the Board
of Directors of the Company to serve until the 2000 Annual Meeting of
Shareholders and until their successors are elected and have qualified:
Arjun C. Waney Steven P. Wyandt Luther A. Henderson William L.
Hoese Eugene B. Price II
<TABLE>
<S> <C>
[ ] FOR all nominees listed above [ ] WITHHOLD AUTHORITY to vote for all nominees
(except as marked to the contrary) listed above. A shareholder may withhold
authority to vote for any nominee by drawing a
line through or otherwise striking out the
name of such nominee.
</TABLE>
IF NO SPECIFICATION IS MADE, THE VOTES REPRESENTED BY THIS PROXY WILL BE
CAST FOR THE ELECTION OF THE NOMINEES LISTED ABOVE. THIS PROXY VESTS
DISCRETIONARY AUTHORITY TO CUMULATE VOTES FOR DIRECTORS.
2. To ratify the selection of Moss Adams LLP to serve as auditors of the
Company for the fiscal year ending December 31, 2000.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
UNLESS OTHERWISE SPECIFIED, THE VOTES REPRESENTED BY THIS PROXY WILL BE CAST
FOR RATIFICATION AND APPROVAL OF THE ABOVE PROPOSAL.
3. In his discretion, the Proxy is authorized to vote upon such other business
as may properly come before the meeting and any adjournment(s) thereof.
- --------------------------------------------------------------------------------
<PAGE> 12
This proxy when properly executed will be voted in the manner directed
herein by the undersigned shareholder. Shareholders who are present at the
meeting may withdraw their proxy and vote in person if they so desire. THIS
PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
Please sign exactly as your name appears on your stock certificates. When
shares are held by joint tenants, both should sign. When signing as executor,
administrator, attorney, trustee or guardian, please give full title as such. If
a corporation, please sign in full corporate name by president or other
authorized officer. If a partnership, please sign in partnership name by
authorized person.
Dated: , 1999
-----------------------------------
SIGNATURE
-----------------------------------
SIGNATURE IF HELD JOINTLY
-----------------------------------
PRINTED NAME(S)
I (We) will [ ] will not [ ] attend
the Annual Meeting in person.
NO POSTAGE IS REQUIRED IF THIS PROXY IS RETURNED IN THE ENCLOSED
ENVELOPE AND MAILED IN THE UNITED STATES.
