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 [ ] Confidential For Use of
the Commission Only (as
Permitted by Rule 14a-6(e)(2)
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Materials Pursuant to Rule 14a-11(c) or Rule 14a-12
PORTSMOUTH SQUARE, INC.
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(Name of Registrant as Specified in Its Charter)
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(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act
Rules 14a-6(I)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
- -------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
- -------------------------------------------------------------------------
(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.:
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(3) Filing Party:
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(4) Date Filed:
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<PAGE>
PORTSMOUTH SQUARE, INC.
11315 RANCHO BERNARDO ROAD, SUITE 129
SAN DIEGO, CALIFORNIA 92127-1463
(858) 673-4722
--------------------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON MAY 16, 2000
To the Shareholders of Portsmouth Square, Inc.:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of Portsmouth
Square, Inc. ("Portsmouth" or the "Company") will be held on May 16, 2000 at
3:00 P.M. at the Luxe Summit Hotel Bel-Air located at 11461 Sunset Boulevard,
Angeles, California 90049 for the purpose of considering and acting on the
following:
1. To elect five Directors to serve until the next Annual Meeting or
until their successors have been duly elected and qualified.
2. To ratify the appointment of PricewaterhouseCoopers LLP as independent
accountants for the Company for the year ending December 31, 2000; and
3. To consider and act upon any other matters that may properly come
before the meeting or any adjournments thereof.
The Board of Directors has fixed the close of business on March 31, 2000 as the
record date for determining the shareholders having the right to vote at the
meeting or any adjournment thereof.
Your proxy is important to us whether you own a few or many shares. Please
complete, sign, date and promptly return the enclosed proxy in the self
addressed, postage-paid envelope provided. Return the proxy even if you plan
to attend the meeting. You may always revoke your proxy and vote in person.
Dated: April 17, 1999
By Order of the Board of Directors,
/S/ Michael G. Zybala
Michael G. Zybala
Secretary
<PAGE>
PORTSMOUTH SQUARE, INC.
11315 Rancho Bernardo Road, Suite 129
San Diego, California 92127-1463
(858) 673-4722
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PROXY STATEMENT
-------------------
ANNUAL MEETING OF SHAREHOLDERS
May 16, 2000
The Board of Directors of Portsmouth Square, Inc. (the "Company" or
"Portsmouth") is soliciting proxies in the form enclosed with this statement
in connection with the Annual Meeting of Shareholders to be held May 16, 2000
or at any adjournment or adjournments thereof.
This Proxy Statement and the accompanying Proxy are first being sent to
Shareholders on or about April 24, 2000. Only shareholders of record at the
close of business on March 31, 2000 are entitled to notice of, and to vote at,
the Annual Meeting.
If you give us a proxy, you can revoke it at any time before it is used. To
revoke it, you may file a written notice revoking it with the Secretary of the
Company, execute a proxy with a later date or attend the meeting and vote in
person.
You may vote at the Annual Meeting only shares that you owned of record on
March 31, 2000. There were 734,183 shares of stock outstanding on that date.
A majority, or 367,092 of those shares will constitute a quorum for the
transaction of business at this meeting. Each share is entitled to one vote
on each matter to be presented at the meeting. Unless cumulative voting is
elected as described under "Election of Directors" below, the affirmative vote
of the holders of the majority of the shares of the Company's stock present or
represented at the meeting and entitled to vote is required to elect directors
and ratify or approve the other item being voted on at this time.
In addition to mailing this material to shareholders, the Company has asked
banks and brokers to forward copies to persons for whom they sold stock of the
Company and to request authority for execution of the proxies. The Company
will reimburse the banks and brokers for their reasonable out-of-pocket
expenses in doing so. Officers of the Company may, without being additionally
compensated, solicit proxies by mail, telephone, telegram or personal
contact. All proxy-soliciting expenses will be paid by the Company. The
Company does not expect to employ anyone else to assist in the solicitation of
proxies.
<PAGE>
PROPOSAL 1
ELECTION OF DIRECTORS
The Company's Board of Directors presently consists of five directors. We
propose to elect five directors, each to hold office until we have the next
Annual Meeting and until his successor is elected and qualified. The Board of
Directors has nominated John V. Winfield, Jerold R. Babin, Josef A. Grunwald,
John C. Love and William J. Nance. The person named in the enclosed form of
proxy will vote it for the election of the nominees listed below unless you
instruct him otherwise, or a nominee is unwilling to serve. The Board of
Directors has no reason to believe that any nominee will be unavailable.
However, in that event, the proxy may vote for another candidate or candidates
nominated by the Board of Directors.
The California Corporations Code, as applicable to the Company, provides that
a shareholder may cumulate votes if a shareholder gives notice, prior to the
voting, of an intention to cumulate votes. If such a notice is given, every
shareholder may cumulate votes. Cumulating votes means that you can take the
total number of votes you have for all directors and distribute them among one
or more nominees as you see fit. For example, assume you have 100 shares. We
have five directors so you have a total of 5 x 100 = 500 votes. You could
give all 500 votes to one person or 250 votes to each of two nominees, or 100
votes to each of five nominees. You can use this power only under the
circumstances described herein. If cumulative voting is elected, the enclosed
form of proxy gives the proxy discretion to cumulate votes so that he can
elect the maximum possible number of the nominees identified below.
Any shareholder executing the enclosed form of proxy may withhold authority to
vote for any one or more nominees by so indicating in the manner described in
the form of proxy. However, the number of votes authorized by the form of
proxy will not be affected and the named proxies could probably offset any
such action by using cumulative voting if they thought it necessary. Under
the California Corporations Code any shareholder or any person who claims to
have been denied the right to vote may apply to a state superior court for a
determination of the validity of any election or appointment of any director.
<PAGE>
DIRECTORS AND EXECUTIVE OFFICERS
The following table sets forth certain information with respect to the
Directors and Executive Officers of the Company. There is no relationship by
blood, marriage or adoption among the Directors and Officers. All Directors
serve one-year terms with their terms expiring at the Annual Meeting. All
Officers of the Company are elected or appointed by the Board of Directors and
hold office until the Annual Meeting or until replaced at the discretion of
the Board.
<TABLE>
<CAPTION>
Shares of
Common Stock
Beneficially
Present Owned on Percent
Position Director March 31, of
Name Age With the Company Since 2000 Class (1)
- -------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
John V. Winfield (2) 53 Chairman of the Board, 1996 0(4) 0.00%
President and Chief
Executive Officer
Jerold R. Babin (3) 67 Director 1996 48,345 6.58%
John C. Love 59 Director 1998 0(4) 0.00%
Josef A. Grunwald 51 Director 1996 0 0.00%
William J. Nance 56 Director, 1996 0(4) 0.00%
Michael G. Zybala 47 Vice President, N/A 0 0.00%
Secretary and
General Counsel
Santa Fe Financial 500,242 68.13%
Corporation (4)
All of the above as a group (5) 548,587 74.72%
- ------------------------------
</TABLE>
(1) Based on 734,183 common shares issued and outstanding.
(2) John V. Winfield is the sole beneficial owner of 49,400 shares
of Portsmouth's majority owner Santa Fe Financial Corporation ("Santa Fe").
The InterGroup Corporation is the beneficial owner of 568,996 common
shares and 63,600 convertible voting preferred shares of Santa Fe. As the
President and Chairman of the Board of InterGroup, Mr. Winfield has voting
and dispositive power over a total of 681,996 shares of Santa Fe which
represents 53.64% of the voting power of Santa Fe.
(3) Jerold R. Babin claims sole voting power over the 48,345 shares identified
herein, of which he has sole dispositive power over 9,667 shares held in
his retirement account. He claims shared dispositive power with his wife
over 38,478 shares which they hold as trustees of a family trust.
(4) Santa Fe Financial Corporation is the record and beneficial owner of 500,242
shares of the common shares of Portsmouth. As directors of Santa Fe,
Messrs. Winfield, Nance and Love have the power to direct the vote of the
shares of Portsmouth owned by Santa Fe.
(5) As a group, the directors of Portsmouth owned a total of 681,996 shares of
Santa Fe's common and preferred stock as of March 31, 2000, which represents
53.64% of Santa Fe.
<PAGE>
BUSINESS EXPERIENCE:
The principal occupation and business experience during the last five years
for each of the Directors and Executive Officers of the Company are as
follows:
John V. Winfield - Mr. Winfield was first elected to the Board in May of 1996
and currently serves as the Company's Chairman of the Board, President and
Chief Executive Officer. Mr. Winfield is also Chairman of the Board,
President and Chief Executive Officer of Portsmouth's parent company Santa Fe
Financial Corporation, having held those positions since April 1996. Mr.
Winfield is Chairman of the Board, President and Chief Executive Officer of
The InterGroup Corporation ("InterGroup"), a public company, and has held those
positions since 1987. Mr. Winfield is also Chairman of the Board of Healthy
Planet Products, Inc., a public company ("HPP"), having first been appointed as
a Director in September 1997 and elected Chairman on August 5, 1998. Mr.
Winfield also serves as Chairman of the Board of Etz Lavud, a public company.
Jerold R. Babin - Mr. Babin was appointed as a Director of the Company on
February 1996. Mr. Babin has been a retail securities broker for the past 37
years. From 1989 to present, he has worked for Prudential Securities, where
he currently holds the title of First Vice-President.
John C. Love - Mr. Love was appointed a Director of the Company on March 5,
1998. Mr. Love is an international hospitality and tourism consultant based in
Orinda, California. He was formerly a partner in the national CPA and
consulting firm of Pannel Kerr and Forster. Mr. Love has extensive experience
in hotel development, acquisition and development. He is Chairman Emeritus of
Golden Gate University in San Francisco. Mr. Love is also a Director of Santa
Fe, having first been appointed on March 2, 1999 and a Director of InterGroup,
having first been appointed in January 1998.
Josef A. Grunwald - Mr. Grunwald was elected as a Director of the Company in
May 1996. Mr. Grunwald is an industrial, commercial and residential real estate
developer. He serves as Chairman of PDG N.V. (Belgium), a hotel management
company, and President of I.B.E. Services S.A. (Belgium), an international
trading company. Mr. Grunwald is also a Director of InterGroup, having held
that position since 1987.
William J. Nance - Mr. Nance was first elected to the Board in May 1996. Mr.
Nance is also a Director of Santa Fe. He is the President and CEO of Century
Plaza Printers, Inc., a company he founded in 1979. He has also served as a
consultant in the acquisition and disposition of multi-family and commercial
real estate. Mr. Nance is a Certified Public Accountant and, from 1970 to
1976, was employed by Kenneth Leventhol & Company where he was a Senior
Accountant specializing in the area of REITS and restructuring of real estate
companies, mergers and acquisitions, and all phases of real estate development
and financing. Mr. Nance is a Director and the Treasurer of InterGroup and has
held such positions since 1984. Mr. Nance also serves as a Director of HPP,
having first been elected on August 5, 1998.
Michael G. Zybala - Mr. Zybala was appointed as Vice President and Secretary
of the Company on February 20, 1998 and has served as interim Treasurer since
January 2000. He is also Vice President, Secretary and General Counsel of Santa
Fe. Mr. Zybala has served as the Company's General Counsel since 1995 and has
represented the Company as its corporate counsel since 1978. Mr. Zybala is a
Director of HPP and serves as the company's Secretary. He was appointed as a
Director of HPP on June 17, 1998 and elected as Secretary on August 5, 1998.
Mr. Zybala also serves as Vice President Operations of InterGroup, having been
appointed to that position in January 1999.
<PAGE>
BOARD MEETINGS
For the fiscal year ended December 31, 1999, the Board of Directors held four
meetings, with no incumbent director attending (whether in person,
telephonically or by written consent) fewer than 75 percent of the meetings
held during the period for which he has been a director.
STANDING COMMITTEES
The Company has established two standing committees, an Audit Committee and a
Securities Investment Committee. Those committees are comprised of all the
members of the Board. The Company does not have any standing nominating or
compensation committees of the Board of Directors.
The functions of the Audit Committee are to select the independent auditors,
review the results of the annual audit, and inquire into important internal
control, accounting financial reporting matters. The Audit Committee will be
adopting a formal written charter on or before June 14, 2000. The majority of
the Audit Committee is composed of independent directors. Mr. Nance is the
Chairman of the Audit Committee. The other Members of that Committee are John
V. Winfield and John C. Love. The Audit Committee met once during 1999 with all
members attending.
On March 17, 1998, the Company established a Securities Investment Committee to
establish guidelines and to review the Company's investment policies. The
members of that committee are Directors John V. Winfield (Chair), John C. Love
and William J. Nance. During 1999, the Securities Investment Committee held
three meetings, in person, telephonically or by written consent with, all
members attending each meeting.
EXECUTIVE COMPENSATION
As a small business issuer, Portsmouth has no compensation committee.
Executive officer compensation is set by disinterested members of the Board of
Directors. Set forth below is a summary compensation table concerning
compensation of the Chief Executive Officer ("CEO"), and any qualifying
executive officer, for the last three completed fiscal years.
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
Other Annual
Name and Principal Position Year Salary Bonus Compensation
- --------------------------- ---- ------ ----- ----------------
<S> <C> <C> <C> <C>
John V. Winfield 1999 $96,000 $ 0 $6,000(1)
Chairman, President and 1998 $37,813 $ 0 $6,000
Chief Executive Officer 1997 $20,417 $ 0 $4,500
- -----------------------
</TABLE>
(1) Amounts shown reflect regular Directors fees. During 1999 and 1998, the
Company also paid annual premiums of $16,000 for a split dollar whole life
insurance policy, owned by, and the beneficiary of which is, a trust for the
benefit of Mr. Winfield's family. The Company has a secured right to receive,
from any proceeds of the policy, reimbursement of all premiums paid prior to any
payments to the beneficiary.
Portsmouth has no stock option plan or stock appreciation rights for its
executive officers. The Company has no pension or long-term incentive plans.
There are no employment contracts between Portsmouth and any executive
officer, nor are there any termination-of-employment or change-in-control
arrangements.
<PAGE>
DIRECTOR COMPENSATION
The bylaws of Portsmouth permit directors to be paid a fixed sum for
attendance at each meeting of the Board or a stated salary as director. Each
director is paid a fee of $1,500 per quarter for a total annual compensation
of $6,000. This policy has been in effect since July 1, 1985.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
As of March 31, 2000, Santa Fe owned 68.1% of the common stock of Portsmouth,
and InterGroup and John V. Winfield, in the aggregate, owned approximately 53.6%
of the voting stock of Santa Fe. Certain costs and expenses, primarily
salaries, rent and insurance, are allocated between the Company, Santa Fe, and
InterGroup based on management's estimate of the utilization of resources.
Effective June 30, 1998, certain accounting and administrative functions of the
Company and its subsidiaries, were transferred to the Los Angeles, California
offices of InterGroup. During the years ended December 31, 1999 and 1998, the
Company made payments to InterGroup in the total amount of approximately $85,300
and $81,000, respectively, for administrative costs and reimbursement of direct
and indirect costs associated with the management of the Company and its
investments, including the partnership asset. During 1999 and 1998, the Company
also paid annual consulting fees to an officer of InterGroup in the amount of
$88,200.
The Company's President and Chief Executive Officer, John V. Winfield, directs
the investment activity of the Company in public and private markets pursuant to
authority granted by the Board of Directors. Mr. Winfield also serves as Chief
Executive Officer of Santa Fe and InterGroup and directs the investment activity
of those companies. Effective April 1, 1998, an employee of InterGroup was
assigned to manage the portfolios of the Company in consultation with Mr.
Winfield. The Company reimburses InterGroup for an allocated portion of the
compensation and benefits of such employee. Depending on certain market
conditions and various risk factors, the Chief Executive Officer, his family,
Santa Fe and InterGroup may, at times, invest in the same companies in which the
Company invests. The Company encourages such investments because it places
personal resources of the Chief Executive Officer and his family members, and
the resources of Santa Fe and InterGroup, at risk in connection with investment
decisions made on behalf of the Company. Four of the Company's Directors serve
as directors of InterGroup and three of the Company's Directors serve on the
Board of Santa Fe.
In December 1998, Board of Directors authorized the Company to obtain whole life
insurance and split dollar insurance policies covering the Company's President
and Chief Executive Officer, Mr. Winfield. During 1999 and 1998, the Company
paid annual premiums of $16,600 for the split dollar whole life insurance
policy, owned by, and the beneficiary of which is, a trust for the benefit of
Mr. Winfield's family. The Company has a secured right to receive, from any
proceeds of the policy, reimbursement of all premiums paid prior to any payments
to the beneficiary.
There are no other relationships or related transactions between the Company and
any of its officers, directors, five-percent security holders or their families
that require disclosure.
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
officers and directors, and each beneficial owner of more than ten percent of
the Common Stock of the Company, to file reports of ownership and changes in
ownership with the Securities and Exchange Commission and The Nasdaq Stock
Market. Officers, directors and greater than ten-percent shareholders are
required by SEC regulations to furnish the Company with copies of all Section
16(a) forms they file.
Based solely on its review of the copies of such forms received by it, or
written representations from certain reporting persons that no Forms 5 were
required for those persons, the Company believes that during 1999 all filing
requirements applicable to its officers, directors, and greater than ten-percent
beneficial owners were complied with.
<PAGE>
PRINCIPAL HOLDERS OF EQUITY SECURITIES
The following table shows, as of March 31, 2000, the Common Stock owned by
every person owning of record (other than securities depositories), or known
by the Company to own beneficially, more than 5% of the outstanding shares.
Any voting securities beneficially owned by directors and director nominees
are also disclosed under Proposal 1 - Election of Directors herein.
<TABLE>
<CAPTION>
Name Shares of Common Stock Percent of Class (1)
---- ---------------------- --------------------
<S> <C> <C>
Santa Fe Financial Corporation 500,242(2) 68.13%
11315 Rancho Bernardo Road
Suite 129
San Diego, CA 92127-1463
Jerold R. Babin 48,345(3) 6.58%
4 Embarcadero Center
Suite 2400
San Francisco, CA 94111-4131
- -------------------------------
</TABLE>
(1) Based on 734,183 shares issued and outstanding.
(2) Santa Fe is the record and beneficial owner of 500,242 shares.
The President and Chairman of the Board of Santa Fe votes these shares.
(3) Jerold R. Babin claims sole voting power over the 48,345 shares identified
herein, of which he has sole dispositive power over 9,667 held in his
retirement account. He claims shared dispositive power with his wife over
the 38,478 shares which they hold as trustees of a family trust.
As of March 31, 2000, there were 734,183 shares of the Company's Common Stock
issued and outstanding, which were held by approximately 281 shareholders of
record and approximately 390 beneficial holders.
PROPOSAL II
RATIFICATION OF APPOINTMENT OF INDEPENDENT ACCOUNTANTS
The Board of Directors has selected the firm of PricewaterhouseCoopers LLP,
certified public accountants, as the Company's independent accountants for the
year ending December 31, 2000 and recommends to shareholders that they vote for
the ratification of this selection. PricewaterhouseCoopers LLP has served as the
Company's independent accountants commencing with the audit for the year ended
December 31, 1997. Ratification requires the affirmative vote of a majority of
the shares represented and voted at the Annual Meeting. A representative of
PricewaterhouseCoopers LLP is expected to be present at the Annual Meeting to
make a statement, if desired, and to respond to appropriate questions.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR RATIFICATION OF THE APPOINTMENT
OF PRICEWATERHOUSECOOPERS LLP AS THE INDEPENDENT ACCOUNTANTS FOR THE COMPANY.
<PAGE>
OTHER BUSINESS
As of the date of this statement, management knows of no business to be
presented at the meeting that is not referred to in the accompanying notice,
other than the approval of the minutes of the last shareholders' meeting, which
action will not amount to ratification of the actions taken at that meeting. As
to other business that may properly come before the meeting, it is intended that
the proxies properly executed and returned will be voted in respect thereof at
the discretion of the person voting the proxies in accordance with the best
judgment of the person voting the proxies.
SHAREHOLDER PROPOSALS
Any shareholder proposals intended to be considered for inclusion in the proxy
statement for presentation at the 2001 Annual Meeting must be received by the
Company by December 1, 2000. The proposal must be in accordance with the
provisions of Rule 4a-8 promulgated by the Securities and Exchange Commission
under the Securities Exchange Act of 1934. It is suggested that the proposal
be submitted by certified mail - return receipt requested.
FORM 10-KSB and ANNUAL REPORT
The Annual Report to Shareholders for 1999 accompanies this proxy statement, but
is not deemed a part of the proxy solicitation material. A copy of the 1999
Form 10-KSB as required to be filed with the Securities and Exchange Commission,
excluding exhibits, will be mailed to shareholders without charge upon written
request to: Michael G. Zybala, Secretary, Portsmouth Square, Inc., 11315 Rancho
Bernardo Road, Suite 129, San Diego, CA 92127-1463. Such request must set forth
a good-faith representation that the requesting party was either a holder of
record or a beneficial owner of the common stock of the Company on March 31,
2000. The 1999 Form 10-KSB and other reports are also available through the
Securities and Exchange Commission's world wide web site (http://www.sec.gov).
By Order of the Board of Directors
PORTSMOUTH SQUARE, INC.
Michael G. Zybala
Secretary
Dated: San Diego, California
April 17, 2000
<PAGE>
PROXY PROXY
PORTSMOUTH SQUARE, INC.
ANNUAL MEETING OF SHAREHOLDERS TO BE HELD MAY 16, 2000
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints John V. Winfield and Michael G. Zybala, or
either of them, as proxies, with power of substitution to each proxy and
substitute, to vote the Common Stock of the undersigned at the 2000 Annual
Meeting of Shareholders of Portsmouth Square, Inc. and at any adjournments
thereof, as indicated on the reverse hereof on the proposals for Election of
Directors, Ratification of Appointment of Independent Accountants and as said
proxies may determine in the exercise of their best judgment on any other
matters which may properly come before the meeting.
IF PROPERLY EXECUTED AND RETURNED, THIS PROXY WILL BE VOTED AS SPECIFIED OR, IF
NOT SPECIFIED, WILL BE VOTED FOR ELECTING ALL NOMINEES AND FOR THE RATIFICATION
OF PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S INDEPENDENT ACCOUNTANTS.
PLEASE SIGN ON THE REVERSE SIDE AND MAIL PROMPTLY IN THE ENCLOSED ENVELOPE
-----------
SEE REVERSE
-----------
1. Election of Directors: NOMINEES: John V. Winfield, Jerold R. Babin, Josef A.
Grunwald, John C. Love and William J. Nance.
CHECK ONE: [ ] FOR ALL NOMINEES [ ] WITHHELD FROM ALL NOMINEES
[ ] ---------------------------------------------------
FOR, EXCEPT VOTE WITHHELD FROM THE ABOVE NOMINEE(S)
2. To ratify the appointment of PricewaterhouseCoopers LLP as the independent
accountants for the Company for the year ending December 31, 2000.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
PLEASE SIGN EXACTLY AS YOUR NAME APPEARS. IF ACTING IN A REPRESENTATIVE
CAPACITY, SIGN NAME AND TITLE. IF JOINT TENANTS, BOTH SHAREHOLDERS SHOULD SIGN.
Dated: _______________, 2000
____________________________
Signature
____________________________
Signature if held jointly
