SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant [ ]
Filed by a Party other than the Registrant [ x ]
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 under Rule 14a-12
Rentrak Corporation
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Name of Registrant as Specified In Its Charter
Paul A. Rosenbaum on behalf of the Committee
for the Achievement of Rentrak Excellence
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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)(4) and
0-11.
1. Title of each class of securities to which transaction applies:
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2. Aggregate number of securities to which transaction applies:
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3. Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
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4. Proposed maximum aggregate value of transaction:
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5. Total fee paid:
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[ ] Fee paid previously with preliminary materials.
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[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
1. Amount Previously Paid:
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2. Form, Schedule or Registration Statement No.:
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3. Filing Party:
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4. Date Filed:
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COMMITTEE FOR THE ACHIEVEMENT OF RENTRAK EXCELLENCE
c/o Paul A. Rosenbaum
127 E. Washtenaw
Lansing, Michigan 48933
Dear Fellow Shareholders:
We are the beneficial owners of over 1.1 million shares, or 9.1
percent, of the outstanding common stock of Rentrak Corporation ("Rentrak"). We
believe that Rentrak has not made its shareholders a priority and have formed
the Committee for the Achievement of Rentrak Excellence ("CARE") in an effort to
improve the strategic direction of Rentrak.
The annual meeting of the shareholders of Rentrak (the "Annual
Meeting") is scheduled to be held on August 21, 2000, at a.m. Pacific Time at
--
. CARE is requesting your proxy for the Annual Meeting.
-----------------------
At the Annual Meeting, the following proposals for action will be
presented:
1. The removal of all of the current directors of Rentrak, consisting
of nine persons.
2. The amendment of Rentrak's Bylaws to eliminate provisions for a
classified board with staggered three-year terms and to provide
for five board positions, each with a one-year term.
3. The election of five persons to serve as directors of Rentrak
until the 2001 annual meeting of shareholders, provided that the
first two items are passed at the Annual Meeting.
Following this letter you will find our proxy statement containing
information about the individuals we intend to nominate for election as
directors of Rentrak and the proposals we plan to introduce at the Annual
Meeting. Please read the attached information carefully.
PLEASE SIGN AND DATE THE ENCLOSED BLUE PROXY CARD AND RETURN IT IN THE
ENCLOSED ENVELOPE AS SOON AS POSSIBLE. By returning the BLUE proxy card, CARE
will be able to vote on your behalf in favor of the proposals described above.
<PAGE>
Thank you for your support.
July , 2000 The Committee for the Achievement of Rentrak Excellence
---
Paul A. Rosenbaum
Michael J. Annechino
Mark A. Brown
Thomas S. Cousins, Jr.
Gordon R. Reck
Donald W. Remlinger
David R. Rosencrantz, M.D.
Guy R. Wolcott
Frederick L. Zehnder
<PAGE>
PROXY STATEMENT
OF
THE COMMITTEE FOR THE ACHIEVEMENT OF RENTRAK EXCELLENCE
ANNUAL MEETING OF SHAREHOLDERS
OF
RENTRAK CORPORATION
TO BE HELD AUGUST 21, 2000
PLEASE SIGN, DATE, AND RETURN THE ENCLOSED
BLUE PROXY CARD TODAY!
The Committee for the Achievement of Rentrak Excellence ("CARE") is
furnishing this Proxy Statement and the accompanying BLUE proxy card in
connection with the solicitation of proxies for use at the annual meeting of
shareholders of Rentrak Corporation ("Rentrak") to be held at
, on Monday, August 21, 2000, at a.m. (the "Annual
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Meeting"), or at any adjournments, postponements, or reschedulings thereof.
Rentrak is an Oregon corporation with offices located at 7700 N.E. Ambassador
Place, Portland, Oregon 97220. The members of CARE are Paul A. Rosenbaum,
Michael J. Annechino, Mark A. Brown, Thomas S. Cousins, Jr., Gordon A. Reck,
Donald W. Remlinger, David R. Rosencrantz, M.D., Guy R. Wolcott, and Frederick
L. Zehnder, who together beneficially own more than 1.1 million shares, or
approximately 9.1 percent, of the outstanding Rentrak common stock.
This Proxy Statement and accompanying BLUE proxy card are first being
mailed by CARE to Rentrak shareholders on or about July , 2000. The members
---
of CARE request that you sign, date, and deliver the enclosed BLUE proxy card
before August 10, 2000, by personal delivery or by mail (using the enclosed
postage prepaid envelope) to Beacon Hill Partners, Inc., 90 Broad Street, New
York, New York 10004.
IMPORTANT NOTE: If your shares are held in the name of a brokerage
firm, bank, or other nominee (i.e., in "street name"), only the broker, bank,
etc. can execute a proxy with respect to your shares of common stock and only
upon receipt of your specific instructions. If you sign, date and mail the BLUE
proxy card in the envelope provided, this will be taken care of for you.
For assistance or further information, please contact Richard Grubaugh
at Beacon Hill Partners, Inc., (800) 755-5001.
VOTING RIGHTS
Rentrak's Board of Directors has fixed the close of business on June
20, 2000, as the record date for determining the shareholders of Rentrak
entitled to notice of and to vote at the Annual Meeting and any adjournment
thereof. On that date, 12,289,883 shares of common stock, $0.001 par value per
share, of Rentrak were outstanding. Only holders of record of the
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shares of common stock are entitled to vote at the Annual Meeting. Each share of
Rentrak common stock is entitled to one vote on such matters as may properly
come before the Annual Meeting or any adjournment thereof.
REASONS FOR THE SOLICITATION
The members of CARE have become increasingly concerned that neither the
current management nor the current directors of Rentrak have the strategic
vision required to maximize the value of Rentrak to its shareholders. The price
of Rentrak's stock has fallen from a high of $7.41 in the quarter ended December
31, 1999 to a closing price of $3.5625 on July 5, 2000. Rentrak's revenues
declined $10.4 million from $123.8 million for the fiscal year ended March 31,
1999 to $113.4 million for fiscal 2000. Its operating profit from continuing
operations declined from $6.3 million for fiscal 1997 to $1.1 million for the
2000 fiscal year. The operating profit for fiscal 2000 included a $7.8 million
gain on settlement of litigation with Hollywood Entertainment; without this
gain, Rentrak would have had an operating loss of at least $6.7 million.
Offsetting the litigation settlement gain were increased reserves relating to an
outstanding receivable account and write-offs of other assets for a total of
approximately $9.0 million in the fourth quarter of fiscal 2000. Rentrak also
recognized a loss on sale of investments in fiscal 2000 of $1.2 million.
In 1992, Rentrak established a retailer financing program providing for
loans or equity investments totaling up to $18 million in video dealers that
were Rentrak customers and that Rentrak believed had potential for substantial
growth. At March 31, 1999, Rentrak had $14 million in loans or investments
outstanding under the program, of which $9.6 million was reserved as a valuation
allowance based on concerns regarding collectibility or impaired value. At March
31, 2000, due largely to write-offs of $5.1 million during fiscal 2000, the
amounts outstanding under the retailer financing program had declined to $6.9
million with reserves of $5.7 million. This appears to mean that, of the $14
million extended under the retailer financing program, approximately $11 million
had either been written off or reserved for potential write-off at March 31,
2000, raising significant questions as to the fiscal soundness of the program in
its entirety.
On May 19, 2000, Rentrak's Board of Directors approved amendments to
its Amended and Restated Directors Stock Option Plan and 1986 Second Amended and
Restated Stock Option Plan authorizing the extension of loans to directors and
employees in connection with option exercises under the plans on terms approved
by the Compensation Committee of Rentrak's Board of Directors. Skipper
Baumgarten is the chair of the Compensation Committee. Mr. Berger is on the
board of directors of American Contractors Indemnity Co., of which Mr.
Baumgarten is chief executive officer. On June 16, 2000, Ron Berger, chairman
and chief executive officer of Rentrak, and F. Kim Cox, president of Rentrak,
executed promissory notes providing for the payment to Rentrak of $6,629,386.01
and $1,468,250.42, respectively, plus interest at the rate of 6.5 percent per
annum. The loans are secured by shares of Rentrak stock. The members of CARE
believe that these loans may have violated the regulations of the Board of
Governors of the Federal Reserve System governing margin loans. Also, the
members of CARE view these loans totaling more than $8 million to Messrs. Berger
and Cox just four days before the record date for the Annual Meeting as further
evidence of the poor judgment demonstrated by Rentrak's directors in managing
Rentrak's affairs.
The members of CARE solicit your vote in favor of CARE's proposals and
its nominees for director.
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REMOVAL OF INCUMBENT DIRECTORS (CARE PROPOSAL 1)
Rentrak's Bylaws currently provide that the number of directors shall
be not less than three and not more than nine, with the number of directors to
be established by resolution of the Board of Directors. There are currently,
insofar as the members of CARE know, nine directors on the Rentrak Board of
Directors as follows: Peter Balner, Pradeep Batra, Skipper Baumgarten, Ron
Berger, James Jimirro, Takaaki Kusaka, Bill LeVine, Muneaki Masuda, and Stephen
Roberts. The Bylaws also provide that the directors will be divided into three
classes designated as Class I, Class II, and Class III, with the members of each
class serving staggered three-year terms. Under Oregon law, a decrease in the
number of directors does not shorten an incumbent director's term. Accordingly,
as a result of the classified board, CARE's five nominees for director cannot be
elected at a single shareholders' meeting unless Rentrak's current directors are
removed from office. Pursuant to Article 3, Section 3.9 of Rentrak's Bylaws,
following such removals, the shareholders will have the power to fill the
resulting vacancies in office. If a quorum is present at the Annual Meeting,
each incumbent director of Rentrak will be removed if the number of votes cast
in favor of Proposal 1 exceeds the number of votes cast against the proposal.
THE MEMBERS OF CARE URGE YOU TO VOTE FOR PROPOSAL 1 REMOVING ALL NINE OF
RENTRAK'S INCUMBENT DIRECTORS NAMED ABOVE, OR ANY OTHER INDIVIDUAL ELECTED AS A
DIRECTOR OF RENTRAK CORPORATION PRIOR TO THE ANNUAL MEETING.
AMENDMENT OF RENTRAK'S BYLAWS (CARE PROPOSAL 2)
As discussed above, Article 3, Section 3.2 of Rentrak's Bylaws provides
for a classified board of directors. CARE's members view a classified board as
motivated by a desire on the part of current management to protect itself from
being displaced. CARE believes that it is inappropriate to raise barriers to
shareholder democracy; rather, directors should feel directly and continuously
accountable to shareholders' concerns. Section 3.2 of Rentrak's Bylaws currently
provides that the number of directors may range from three to nine, with the
precise number fixed by the Board by resolution. CARE proposes to amend Section
3.2 of Rentrak's Bylaws to eliminate the classified board and to provide for a
Board of Directors with five members elected annually. The text of the proposed
amendment is as follows:
"Section 3.2 Number, Tenure and Qualifications. The
Board of Directors shall consist of five persons. Each
director shall hold office until the next annual meeting of
the shareholders and until his or her successor is elected
and qualified or until death, resignation or removal."
The proposed amendment will also have the effect of reducing the number
of Board positions and fixing the number of directors at five, which corresponds
with CARE's proposal to elect five new directors.
Article 11 of Rentrak's Bylaws provides that the Bylaws may be amended
by the Board of Directors or by the shareholders at any regular or special
meeting. The Bylaw amendment will be adopted if the number of votes cast in
favor of the proposal exceeds the number of votes cast opposing the proposal at
the Annual Meeting, provided that a quorum is present. THE MEMBERS OF CARE URGE
YOU TO VOTE FOR PROPOSAL 2 AMENDING RENTRAK'S BYLAWS TO ELIMINATE THE CLASSIFIED
BOARD AND TO FIX THE NUMBER OF POSITIONS ON THE BOARD OF DIRECTORS AT FIVE.
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ELECTION OF NEW DIRECTORS (CARE PROPOSAL 3)
Under the Company's Bylaws, shareholders may nominate candidates for
the Board of Directors. Paul A. Rosenbaum, on behalf of CARE, submitted the
names of the five candidates described below for election as directors to
Rentrak on June 14, 2000.
CARE anticipates that if the nominees named below are elected as
directors of Rentrak, they will consider fully and impartially all available
options to maximize shareholder value, including the possible spinoff or public
offering of equity securities of 3PF.COM, Inc. (a wholly owned subsidiary of
Rentrak), the sale of one or more subsidiaries of Rentrak, including 3PF.COM,
Inc., the sale of all or a portion of the assets of Rentrak, or a business
combination or merger or other business transaction involving Rentrak or its
subsidiaries. The nominees, if elected, are also expected promptly to consider
removing Ron Berger as Chairman and Chief Executive Officer of Rentrak and
initiating a search for an appropriate replacement for Mr. Berger. Finally,
following their election as Rentrak directors, the nominees intend to consider
retaining an outside consultant to conduct a review of Rentrak's financial
records in conjunction with Rentrak's independent certified public accountants
and to take any steps deemed appropriate based on the outcome of such review.
Mr. Berger has an employment agreement with Rentrak which expires March
31, 2003, pursuant to which he may be entitled to receive severance pay if his
employment is terminated by Rentrak other than for "cause" or by Mr. Berger
following a "change of control" of Rentrak. Cause is defined as (1) an act or
acts of personal dishonesty taken by Mr. Berger and intended to result in the
substantial personal enrichment of Mr. Berger at the expense of Rentrak or (2)
the conviction of Mr. Berger of a felony. The election of CARE's nominees for
director would constitute a change of control of Rentrak under Mr. Berger's
employment agreement. Consequently, if CARE's nominees for director are elected
and thereafter Mr. Berger either quits or is fired, Mr. Berger may be entitled
to receive as severance pay an amount equal to three times his base salary for
the fiscal year ended March 31, 2000 (or at least $1.2 million), plus three
times the greater of (a) his bonus for the fiscal year ended March 31, 2000, and
(b) his average bonus for the 1998, 1999 and 2000 fiscal years.
The members of CARE intend to seek reimbursement from Rentrak for its
expenses incurred in the proxy contest if CARE's nominees are elected to
Rentrak's Board of Directors. See "The Solicitation" below. CARE'S NOMINEES FOR
DIRECTOR DO NOT INTEND TO SUBMIT THE ISSUE OF SUCH REIMBURSEMENT OF CARE FOR ITS
PROXY CONTEST EXPENSES TO A SEPARATE VOTE OF RENTRAK'S SHAREHOLDERS UNLESS
REQUIRED BY APPLICABLE LAW.
INFORMATION REGARDING NOMINEES FOR DIRECTOR
Set forth below are the names, ages, business addresses, beneficial
ownership of Rentrak shares, and percentage share ownership of each of CARE's
five nominees for election as a Rentrak director. Each nominee has consented to
serve as a director of Rentrak if elected. None of the nominees is presently a
director of Rentrak or is related to another nominee or to any of the present
officers or directors of Rentrak.
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<TABLE>
No. of Shares
Beneficially Percentage
Name Age Business Address Owned (1) of Class
---- --- ---------------- --------- --------
<S> <C> <C> <C> <C> <C>
Cecil D. Andrus 68 350 N. Ninth Street 1,000 *
Boise, Idaho 83702
George H. Kuper 59 3600 Green Court 0 --
Ann Arbor, Michigan 48105
Joon S. Moon 62 11000 Mt. Rose Highway 1,000 *
Reno, Nevada 89511
James G. Petcoff 44 28819 Franklin Road 11,500 (2) *
Southfield, Michigan 48034
Paul A. Rosenbaum 57 127 E. Washtenaw 250,730 (3) 2.0%
Lansing, Michigan 48933
</TABLE>
* Beneficially owns less than 1 percent of Rentrak's outstanding common
stock.
(1) The nominee holds sole voting and dispositive power over his shares,
unless otherwise indicated.
(2) Mr. Petcoff owns his shares jointly with his wife, Janice Marie
Petcoff, who is a citizen of the United States and is not employed; her
address is 5853 Clearview Court, Troy, Michigan 48098.
(3) Mr. Rosenbaum has borrowed approximately $406,000 to purchase or hold
Rentrak common stock through a margin account with Prudential
Securities, Inc.
In 1995, Mr. Andrus founded and now serves as the chairman of the
Andrus Center for Public Policy at Boise State University. Since 1995, Mr.
Andrus has also been of counsel to the Gallatin Group, a public policy
consulting firm in Boise, Idaho. He was elected governor of the state of Idaho
for four terms (beginning in 1970, 1974, 1986, and 1990). Mr. Andrus also was
the U.S. Secretary of the Interior from 1977 to 1981. He was selected by TIME
Magazine as one of the nation's top 200 leaders in 1976. Mr. Andrus serves as
director of Albertsons, Inc., KeyCorp, and Coeur d'Alene Mines.
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Mr. Kuper is an independent consultant in the areas of public policy,
environmental and energy issues and provides advice to small and start-up
companies in the chemical, electronics, and software industries. Mr. Kuper has
also served as president, chief executive officer, and a director of the Council
of Great Lakes Industries ("CGLI") located in Ann Arbor, Michigan, since 1994.
CGLI is affiliated with the World Business Council for Sustainable Development
located in Geneva, Switzerland and is a not-for-profit association consisting of
more than two dozen U.S. and Canadian companies. Since 1994, Mr. Kuper has also
served as the chairman of the Office of the Secretary of Defense Working Group
on Dual-Use Technology Policy. Prior to 1994, Mr. Kuper's activities included
serving for three years as the executive director of the National Center for
Productivity and Quality of Working Life, a Presidential appointment, working
for General Electric Company for five years to enhance its productivity
programs, and serving as executive director of the Manufacturing Studies Board
of the National Academy of Sciences, National Research Council, for five years.
Mr. Kuper received a B.A. in political science from The Johns Hopkins University
and an M.B.A. from the Harvard School of Business Administration.
Mr. Moon has served as the chairman of Rooto Corporation, a
manufacturer of industrial and household chemicals, for the past five years. Mr.
Moon's background is as a research chemist with E.I. duPont de Nemours Co. and
Celanese Corporation. Mr. Moon received a B.S. in chemical engineering from
Michigan State University and a Ph.D. in chemical engineering from the
University of California at Berkeley. Mr. Moon serves as a member of the board
of directors of Thomas Jefferson University, and has previously served as a
director of Michigan State University Foundation, Michigan Bank, Independence
One Mutual Fund, Michigan General Corporation, Maxco Energy, and Progressive
Dynamics Corporation.
Mr. Petcoff has served as president and chief executive officer of
North Pointe Financial Services, Inc., a provider of insurance and other
financial services, since 1986. Since 1999, Mr. Petcoff has also served as
president and chief executive officer of Queensway Financial Holdings Limited, a
Canadian holding company affiliated with North Pointe Financial Services, Inc.
He received an M.B.A. and a J.D. from the University of Detroit. Mr. Petcoff is
a director of Lease Corporation of America.
Mr. Rosenbaum founded SWR Corporation in 1994 and serves as the
company's chief executive officer. SWR Corporation designs, tests, and markets
industrial chemicals. Mr. Rosenbaum has also been engaged in the private
practice of law through his own firm specializing in corporate and
administrative law since 1978. He received a B.S. in American studies from
Springfield College and a J.D. from The George Washington University Law School.
Mr. Rosenbaum has borrowed a total of $125,000 from Mr. Petcoff for reasons
unrelated to Rentrak or its securities.
DIRECTOR COMPENSATION
Rentrak's proxy statement for its 1999 annual meeting of shareholders
stated that non-employee directors receive an annual retainer of $25,000 and
$500 for each board meeting or telephone conference board meeting attended and
an automatic annual stock option grant for 10,000 shares of Rentrak common stock
plus an additional option grant for 2,500 shares to each non-employee Chairman
of the Board or chairman of a Board committee. The CARE nominees
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for director, if elected, intend to reduce the annual retainer to $20,000 and to
retain the other compensation features for Rentrak non-employee directors. CARE
also expects that each of its nominees, if elected, will be indemnified for his
services to Rentrak to the same extent that indemnification is presently
available to Rentrak's directors.
REASONS FOR ELECTING CARE'S DIRECTOR NOMINEES
The members of CARE believe that Rentrak's financial results over the
past several years indicate that Rentrak's management is ineffective and that
its directors have not been providing adequate guidance and direction.
In CARE's view, Rentrak's problems justify the step of electing truly
independent directors, even if these candidates do not have the support of
current management. CARE's members believe that its nominees offer the
experience and judgment that Rentrak shareholders need to enhance the value of
their investment in Rentrak. If CARE's Proposals 1 and 2 pass, the five nominees
who receive the greatest number of votes (a plurality) will be elected as
directors of Rentrak. Cumulative voting for directors is not permitted under
Rentrak's organizational documents.
CARE URGES YOU TO VOTE FOR ITS FIVE NOMINEES TO SERVE ON RENTRAK'S
BOARD OF DIRECTORS.
VOTING PROCEDURES
Rentrak's proxy statement and proxy card include the three proposals
described above but do not include the names of CARE's nominees for director.
Consequently, you will not be able to vote for CARE's nominees for director
using the form of proxy sent to you by Rentrak. Instead, we urge you to sign and
return our BLUE proxy card using the enclosed return envelope.
Even if you have already returned a proxy to Rentrak using Rentrak's
proxy card, you can still cast your vote for our proposals, including any or all
of our nominees, by indicating your choices on the enclosed BLUE proxy card and
signing, dating, and returning it in the enclosed envelope. See the discussion
in "Revocation Rights" below.
The presence, in person or by proxy, of the holders of Rentrak common
stock entitled to cast a majority of the votes entitled to be cast at the Annual
Meeting is required to constitute a quorum for the transaction of business at
the Annual Meeting. Under applicable Oregon law, abstentions and broker
non-votes (that is, shares held in street name as to which the broker, bank or
other nominee has no discretionary power to vote on a particular matter, has
received no instructions from the persons entitled to vote such shares and has
appropriately advised Rentrak that it lacks voting authority) are counted for
purposes of determining the presence or absence of a quorum for the transaction
of business. A plurality of the votes present, in person or by proxy, is
required for the election of directors. With respect to the election of
directors, votes may be cast in favor or withheld with respect to any or all
nominees; votes that are withheld and broker non-votes will be excluded entirely
from the vote and will have no effect on the outcome. Abstention is not a choice
in the election of directors.
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A shareholder may, with respect to each other matter presented for
action at the Annual Meeting, vote "for," vote "against," or "abstain" from
voting. Shares represented by proxies that are marked "abstain" on such matters
and proxies relating to broker non-votes will not affect the outcome of the vote
on such matters. Unless otherwise directed on the enclosed BLUE proxy card, as
more fully described below, Paul A. Rosenbaum or Mark A. Brown, on behalf of
CARE, will vote FOR Proposals 1 and 2 and FOR each of CARE's five nominees to
serve as directors of Rentrak.
If you sign and return the accompanying BLUE proxy card, it will be
voted at the Annual Meeting in accordance with your instructions on the card.
With respect to Proposal 3, you may vote FOR the election of all of our
nominees, or you may withhold authority to vote for the election of one or more
of such nominees by writing the person's name on the line provided on the BLUE
proxy card. The BLUE proxy card cannot be used to vote for the election of any
of the director candidates nominated by Rentrak.
According to Rentrak's Annual Report on Form 10-K for the fiscal year
ended March 31, 2000, there were 12,289,883 shares of Rentrak common stock
outstanding as of June 20, 2000. Based on such number and the fact that the
members of CARE together beneficially own approximately 1,100,000 shares,
affirmative proxies from holders of an additional 5,045,000 shares, combined
with the votes of all CARE members, would constitute an absolute majority of the
shares outstanding, ensuring the adoption of Proposals 1 and 2 and the election
of all five of CARE's nominees for director.
REVOCATION RIGHTS
A shareholder may revoke his or her proxy any time before the tally by
(1) executing a later-dated proxy card, (2) appearing at the Annual Meeting to
vote in person or (3) delivering written notice of revocation to CARE at Beacon
Hill Partners, Inc., 90 Broad Street, New York, New York 10004, or to the
Secretary of Rentrak. At the Annual Meeting, CARE's BLUE proxy cards must be
presented to Rentrak's tabulator in order to be counted.
PARTICIPANTS IN THE SOLICITATION AND BENEFICIAL OWNERSHIP OF RENTRAK STOCK
The members of CARE, along with CARE's nominees for director, are all
considered participants in this proxy solicitation under the SEC's proxy rules.
The SEC requires that certain information be made available to Rentrak
shareholders with respect to any person who may be deemed a participant in this
solicitation. The members of CARE are Michael J. Annechino, Mark A. Brown,
Thomas S. Cousins, Jr., Gordon A. Reck, Donald W. Remlinger, Paul A. Rosenbaum,
David R. Rosencrantz, M.D., Guy R. Wolcott, and Frederick L. Zehnder, each of
whom is a citizen of the United States.
Michael J. Annechino has his own financial consulting business, PCSG,
Inc., located at 13305 N.E. 2nd Court, Vancouver, Washington 98685. He has sole
voting and dispositive power as to 2,000 shares of Rentrak common stock and
shares voting and dispositive power over 95,400 shares with his wife, Theresa
Ann Annechino, who is a citizen of the United States and is employed by PCSG,
Inc.
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Mark A. Brown is vice president/finance of VWR Scientific Products, a
wholesale distributor of scientific equipment, supplies, chemicals and
furniture, located at 2730 N.E. Riverside Way, Portland, Oregon 97211. He has
sole voting and dispositive power as to 44,550 shares of Rentrak common stock,
including 7,800 shares owned by his minor children, Chris and Lauren Brown, and
his nephew, Adam Kraushaar, and shares voting and dispositive power as to 75,000
shares with his wife, Sherri K. Brown, who is a citizen of the United States and
is not employed; her address is 18672 S.E. Hwy 212, Clackamas, Oregon 97015. Mr.
Brown has borrowed approximately $138,000 to purchase or hold Rentrak common
stock through a margin account with First Union Brokerage Services, Inc.
Thomas S. Cousins, Jr., is an investment executive with U.S. Bancorp
Piper Jaffray, 1327 Spruce Street, Boulder, Colorado 80302. Mr. Cousins
currently is on leave of absence from his employment; his residence address is
540 Columbine Avenue, Broomfield, Colorado. He has sole voting and dispositive
power as to 65,000 shares of Rentrak common stock.
Gordon A. Reck is an associate broker at Jim Saros Agency, a realtor
located at 17108 Mack, Grosse Pointe, Michigan 48230. He shares voting and
dispositive power as to 67,000 shares of Rentrak common stock with his wife,
Susan E. Reck, who is a citizen of the United States and a teacher employed by
the Detroit Board of Education; her address is 765 Middlesex, Grosse Pointe
Park, Michigan 48230. Mr. Reck has borrowed a total of approximately $75,800 to
purchase or hold Rentrak common stock through margin accounts with A.G. Edwards,
Inc., First Union Brokerage Services, Inc., and Olde Discount Corporation.
Donald W. Remlinger is president of Bristol Management Corp., a
financial consulting company, located at 9 Brigade Hill Road, Morristown, New
Jersey 07960. He has sole voting and dispositive power as to 75,000 shares of
Rentrak common stock.
David R. Rosencrantz is a urologist practicing at 2222 N.W. Lovejoy,
Ste. 416, Portland, Oregon 97210. He has sole voting and dispositive power as to
6,000 shares of Rentrak common stock and shares voting and dispositive power as
to 57,700 shares with his wife, Diane S. Rosencrantz, who is a citizen of the
United States and is office manager at Dr. Rosencrantz's office.
Guy R. Wolcott is president of his own plumbing contracting business,
Wolcott Plumbing, located at 2050 N.W. Burnside, Gresham, Oregon 97030. Mr.
Wolcott has sole voting and dispositive power as to 10,000 shares of Rentrak
common stock held by the Wolcott Plumbing Profit Sharing Trust, shares voting
and dispositive power as to 189,000 shares with his wife, Chris Wolcott, who is
a citizen of the United States and is not employed (her address is 3633 Oxbow
Parkway, Gresham, Oregon 97080), and shares voting and dispositive power as to
88,000 shares held by the WF Foundation, a family foundation, with his wife and
son, Guy Wolcott, Jr., who is a citizen of the United States and is employed as
a plumbing estimator with Wolcott Plumbing.
- 9 -
<PAGE>
Frederick L. Zehnder is an optometrist practicing at 504 N. Franklin,
Frankenmuth, Michigan 48734. Dr. Zehnder has sole voting and dispositive power
as to 77,600 shares of Rentrak common stock and shares voting and dispositive
power as to 3,000 shares with his wife, Wendy Ann Zehnder, who is a citizen of
the United States and is self-employed as an interior decorator; her address is
7576 S. Block Road, Frankenmuth, Michigan 48734.
The business address, principal occupation, and principal business and
share ownership of CARE's nominees for director, each of whom is a United States
citizen, appears under "Election of Directors (CARE Proposal 3)."
As of the close of business on July 5, 2000, the members of CARE and
its director nominees (c/o Paul A. Rosenbaum, 127 E. Washtenaw, Lansing,
Michigan 48933) beneficially owned in the aggregate 1,119,480 shares of
Rentrak's common stock, constituting approximately 9.1 percent of the total
outstanding shares. All transactions in securities of Rentrak engaged in by any
member of CARE or any of its nominees for director since July 1, 1998, are
summarized on Schedule I attached to this proxy statement.
Messrs. Annechino, Brown, Reck, Remlinger, Rosenbaum, and Wolcott and
Dr. Zehnder entered into an Agreement Among Rentrak Shareholders dated as of May
24, 2000 (the "CARE Agreement"), to form CARE. Dr. Rosencrantz and Mr. Cousins
agreed to join CARE on June 13, 2000, and June 14, 2000, respectively. Pursuant
to the CARE Agreement, each member of CARE has agreed to be named in this proxy
statement as a member of CARE, to vote his shares of Rentrak common stock in
favor of CARE's proposals as outlined above, to comply with the requirements of
the state and federal securities laws, and to cooperate with the other members
of CARE to achieve its objectives.
The members of CARE and CARE's nominees for director have also
contributed the following amounts to defray the expenses of the proxy contest,
including attorneys' fees in connection with legal proceedings by or against
Rentrak and its directors and officers: Mr. Andrus, $0; Mr. Annechino, $5,000;
Mr. Brown, $15,000; Mr. Cousins, $10,000; Mr. Kuper, $2,500; Mr. Moon, $0; Mr.
Petcoff, $0; Mr. Reck, $5,000; Mr. Remlinger, $5,000; Mr. Rosenbaum, $5,000; Dr.
Rosencrantz, $0; Mr. Wolcott, $10,000; and Dr. Zehnder, $5,000.
None of the participants in this proxy solicitation is otherwise a
party to any contract, arrangement or understanding with any person with respect
to any securities of Rentrak, except that Paul A. Rosenbaum has acquired sole
voting and dispositive power with respect to a total of 89,300 shares of Rentrak
common stock from four individuals, pursuant to an understanding with each
individual that, upon the demand of the individual, Mr. Rosenbaum will either
pay in cash the market value of the shares on the date of demand, plus in some
cases interest at an annual rate of 10 percent, or transfer the shares back to
the individual.
No participant in this solicitation or any associate of any participant
(1) has any arrangement or understanding with any person with respect to future
employment by Rentrak or its subsidiaries, (2) has any arrangement or
understanding with any person as to any future transactions to which Rentrak or
any of its affiliates will or may be a party, or (3) had during Rentrak's last
fiscal year any direct or indirect material interest with respect to any, or has
any such interest with respect to any currently proposed, transaction to which
Rentrak or any of its subsidiaries was or is to be a party.
- 10 -
<PAGE>
In October 1999, Ron Berger, chairman and chief executive officer of
Rentrak, offered to transfer at no cost to Mr. Rosenbaum shares in 3PF.COM, Inc.
("3PF"), a wholly owned subsidiary of Rentrak, equal to 1 percent of its total
capitalization if, by January 31, 2000, Mr. Rosenbaum succeeded in causing
Cyberian Outpost to use 3PF to handle at least 70 percent of its fulfillment
requirements. A subsidiary of Cyberian Outpost, Outpost.com, is an internet
retailer. Robert A. Bowman, the president and chief executive officer of
Cyberian Outpost, is a long-time personal acquaintance of Mr. Rosenbaum. In
January 2000, Mr. Berger proposed an arrangement calling for the payment to Mr.
Rosenbaum of $250,000 in cash plus $7,500 per month for consulting services with
respect to governmental issues for a three-year period if Cyberian Outpost and
3PF entered into a written agreement for 3PF to handle substantially all of
Cyberian Outpost's fulfillment requirements for a minimum of one year by March
1, 2000, or earlier. No transaction or understanding between Rentrak and Mr.
Rosenbaum relating to Cyberian Outpost or any other matter was finalized and no
negotiations between Rentrak and Mr. Rosenbaum with respect to any such
transaction are ongoing.
On May 15, 2000, demands signed by Cede & Co. as the record holder of a
total of 997,080 shares of Rentrak common stock, or approximately 9.5 percent of
the then outstanding Rentrak shares, beneficially owned by Messrs. Annechino,
Brown, Cousins, Reck, Remlinger, Rosenbaum, and Wolcott and Drs. Rosencrantz and
Zehnder, together with two other individuals holding a total of 175,250 Rentrak
shares, or approximately 1.7 percent of the then outstanding Rentrak shares,
which individuals have not entered into the CARE Agreement and are not otherwise
participating in the activities of CARE, and one demand relating to 21,375
Rentrak shares, or approximately 0.2 percent of the then outstanding Rentrak
shares, signed by Olde Discount Corporation on behalf of Mr. Reck together with
a demand signed by Mr. Reck individually, were delivered to the Secretary of
Rentrak pursuant to Section 60.204(1)(b) of the Oregon Revised Statutes. The
demands requested that a special meeting of the shareholders of Rentrak be
called for June 30, 2000, or as soon thereafter as practicable, for the purposes
of removing from office the entire board of directors of Rentrak, consisting of
nine persons, of amending Rentrak's bylaws as described above, and of electing a
new full board of directors, consisting of five persons, to hold office until
the next annual meeting of shareholders.
On June 14, 2000, Mr. Rosenbaum, through counsel, proposed to Rentrak's
counsel that the three items identified in the demands for a special meeting be
submitted for action at Rentrak's annual meeting of shareholders scheduled for
August 21, 2000. If this proposal were accepted, Mr. Rosenbaum agreed that he
and other members of CARE beneficially owning at least 4 percent of the
outstanding Rentrak stock would cause Cede & Co. to withdraw its demands for a
special meeting of shareholders of Rentrak with respect to such shares. On June
15, 2000, Rentrak, through counsel, accepted this offer. On July , 2000,
---
Messrs. Rosenbaum and Wolcott caused Cede & Co. to deliver withdrawals of their
demands for a special meeting on the express conditions that CARE's proposals
are included in the notice and proxy statement and form of proxy for the Annual
Meeting and submitted to a vote at the Annual Meeting and that CARE's nominees
be permitted to be placed in nomination for election as directors at the Annual
Meeting.
- 11 -
<PAGE>
Beginning on June 16, 2000, the members of CARE, CARE's nominees for
director and certain other named defendants were served with a complaint filed
by Rentrak in the United States District Court for the District of Oregon on
June 13, 2000, alleging that the defendants had violated Section 13(d) of, and
Rule 14a-9 promulgated under, the Exchange Act. Rentrak seeks as relief, among
other things, the preliminary and permanent enjoining of defendants, their
agents and affiliates, and all other persons acting in concert with them or on
their behalf, directly or indirectly, from:
(a) voting in person or by proxy any shares of Rentrak stock;
(b) soliciting any proxies or consents (including any requests to
call a special shareholders meeting) from owners of Rentrak stock;
(c) purchasing or otherwise acquiring any additional Rentrak
stock;
(d) taking any steps to replace current Rentrak directors with
nominees of the defendants;
(e) exercising or attempting to exercise influence or control
over the affairs of Rentrak;
(f) initiating any other litigation concerning Rentrak in any
other court or forum;
(g) selling or disposing of Rentrak shares except by orderly
means designed to ensure widespread public distribution;
(h) encouraging other persons to do any of the foregoing or
otherwise acting in concert with others in the acquisition, holding, voting, and
disposition of Rentrak stock; and
(i) such other and further relief as the court deems just and
proper.
The complaint filed by Rentrak alleges, among other things, that
Rentrak's financial and investor relations advisor, Jackson Hole Advisors
("JHA"), and its principal, Donald J. Kundinger, as well as Paul Bogdanich, whom
the members of CARE understand to be an independent consultant to JHA, were
participants in and, in fact, the moving force behind, the proxy contest being
waged by CARE. The members of CARE believe this allegation to be completely
without factual basis. The members of CARE believe that the proxy contest for
Rentrak has been organized and pursued without the assistance or urging of
Messrs. Kundinger and Bogdanich and, in fact, that neither individual is even a
shareholder of Rentrak. The complaint also alleges that a statement of
beneficial ownership on Schedule 13D filed by the members of CARE and its
nominees for director on May 31, 2000, was filed untimely and omits certain
persons who are also required to file on Schedule 13D. The members of CARE
believe that the Schedule 13D was filed within 10 days after the formation of a
"group" under Section 13(d)(3) having beneficial ownership of more than 5
percent of the outstanding Rentrak stock, as required, and that all of the
persons who are part of such group are included
- 12 -
<PAGE>
in the Schedule 13D. The members of CARE and its nominees for director are
vigorously defending against Rentrak's allegations and the relief sought.
THE SOLICITATION
The entire cost of the solicitation of proxies by CARE will be borne by
the members of CARE. The members of CARE intend, however, to seek reimbursement
from Rentrak for these expenses if CARE's nominees are elected to Rentrak's
Board of Directors, including the legal expenses of the members of CARE and its
nominees for director in the legal proceedings instituted by Rentrak discussed
above. CARE'S NOMINEES FOR DIRECTOR DO NOT INTEND TO SUBMIT THE ISSUE OF SUCH
REIMBURSEMENT OF CARE FOR ITS EXPENSES INCURRED IN THE PROXY CONTEST TO A
SEPARATE VOTE OF RENTRAK'S SHAREHOLDERS UNLESS REQUIRED BY APPLICABLE LAW.
To date, CARE has incurred cash expenditures of $ , and CARE estimates
----------
that total expenditures relating to its solicitation will not exceed $ .
---------
Proxies may be solicited by mail, courier service, telephone,
advertisement, electronic communication and in person. Arrangements will be made
with brokerage houses or other custodians, nominees, and fiduciaries to forward
CARE's solicitation materials to their clients; CARE will reimburse such persons
for their reasonable expenses. CARE's nominees and members may, without
additional compensation, make solicitations through personal contact or by
telephone.
In addition, CARE has engaged the proxy solicitation firm of Beacon
Hill Partners, Inc., to assist it in its soliciting efforts for a fee of up to
$30,000, including a success fee, plus reimbursement of expenses. It is
anticipated that Beacon Hill Partners will make available approximately 20
persons in connection with its efforts on behalf of CARE. In addition to the
solicitation of proxies from retail investors, brokers, banks, nominees and
other institutional holders, such persons will, among other activities, provide
consultation pertaining to the planning and organization of the proxy
solicitation. CARE has also agreed to indemnify Beacon Hill Partners against
certain liabilities and expenses relating to the proxy solicitation.
ADDITIONAL INFORMATION
This proxy statement includes information based on documents filed by
Rentrak with the SEC and has been prepared without the benefit of reviewing
Rentrak's proxy statement for the Annual Meeting which, as of the date of this
proxy statement, had not yet been filed by Rentrak with the SEC.
Information regarding Rentrak's director nominees, management, 5
percent shareholders and executive compensation will be contained in Rentrak's
proxy statement. Rentrak's proxy statement is also required to include the dates
by which shareholder proposals intended to be submitted at its next annual
meeting must be received by Rentrak to be included in its proxy statement or
otherwise.
PLEASE ACT PROMPTLY.
SIGN, DATE, AND MAIL THE BLUE PROXY CARD TODAY!
July , 2000
---
- 13 -
<PAGE>
SCHEDULE I
TRANSACTIONS IN RENTRAK STOCK
SINCE JULY 1998
Number
Trade Date Type of Transaction of Shares
---------- ------------------- ---------
Cecil D. Andrus 11/ /99 Purchase 1,000
--
Mark A. Brown 3/10/99 Purchase 2,000
3/23/99 Sale 2,000
4/27/99 Purchase 5,000
5/7/99 Purchase 5,000
5/20/99 Purchase 2,500
5/27/99 Purchase 600
6/8/99 Purchase 9,400
6/9/99 Purchase 9,000
6/10/99 Purchase 10,000
6/25/99 Purchase 10,500
6/30/99 Purchase 2,500
7/2/99 Purchase 3,500
7/7/99 Purchase 5,000
7/23/99 Purchase 9,250
9/8/99 Purchase 5,500
9/15/99 Purchase 5,000
9/24/99 Purchase 2,000
10/5/99 Purchase 20,000
10/25/99 Purchase 232
10/26/99 Purchase 600
11/18/99 Sale 832
12/8/99 Sale 2,000
12/30/99 Purchase 9,000
Thomas S. Cousins, Jr. 9/1/99 Purchase 5,000
9/9/99 Purchase 5,000
9/13/99 Purchase 5,000
10/8/99 Purchase 20,000
10/21/99 Purchase 4,000
10/29/99 Purchase 5,500
11/1/99 Purchase 5,500
11/2/99 Purchase 4,000
11/12/99 Purchase 3,000
12/6/99 Purchase 3,000
2/9/00 Purchase 5,000
Gordon A. Reck 3/23/99 Purchase 2,000
3/24/99 Purchase 2,000
1/20/00 Purchase 10,000
1
<PAGE>
4/14/00 Sale 2,000
Donald W. Remlinger 11/19/99 Purchase 5,000
Paul A. Rosenbaum 7/9/98 Purchase 3,000
8/10/98 Purchase 2,000
8/12/98 Purchase 1,000
8/13/98 Purchase 1,000
8/14/98 Purchase 1,000
8/27/98 Purchase 500
8/28/98 Purchase 500
9/3/98 Purchase 100
9/15/98 Purchase 100
9/21/98 Purchase 1,000
10/2/98 Purchase 5,000
10/14/98 Purchase 250
11/23/98 Purchase 1,000
3/2/99 Purchase 650
3/9/99 Purchase 500
3/12/99 Purchase 500
3/16/99 Purchase 500
3/17/99 Purchase 250
3/18/99 Purchase 250
3/19/99 Purchase 250
4/5/99 Purchase 250
4/7/99 Purchase 100
4/14/99 Purchase 100
4/16/99 Purchase 100
4/19/99 Purchase 100
4/20/99 Purchase 100
4/21/99 Purchase 100
4/27/99 Purchase 100
4/30/99 Purchase 1,000
5/25/99 Purchase 800
5/28/99 Purchase 5,000
6/22/99 Purchase 4,000
7/2/99 Purchase 320
7/9/99 Purchase 1,500
7/13/99 Purchase 500
7/14/99 Purchase 500
7/15/99 Purchase 100
7/16/99 Purchase 1,100
7/19/99 Purchase 1,300
8/16/99 * 30,300
8/18/99 Purchase 1,000
8/20/99 Purchase 100
2
<PAGE>
8/24/99 Purchase 1,000
8/25/99 Purchase 1,000
8/26/99 Purchase 1,080
8/27/99 Purchase 1,000
9/21/99 Purchase 3,500
9/22/99 Purchase 1,500
9/28/99 Purchase 3,000
9/29/99 Purchase 1,500
10/07/99 * 9,000
10/15/99 Purchase 200
10/20/99 Purchase 550
10/25/99 Purchase 250
11/17/99 Purchase 1,100
11/19/99 Purchase 1,000
11/22/99 Purchase 200
11/23/99 Purchase 300
1/21/00 Purchase 900
1/24/00 Purchase 2,100
1/25/00 Purchase 1,000
1/27/00 Purchase 1,000
4/06/00 * 30,000
5/8/00 Purchase 5,000
5/11/00 * 20,000
5/17/00 Purchase 200
David R. Rosencrantz 10/5/98 Sale 1,500
10/27/98 Sale 100
12/15/98 Sale 1,000
12/16/98 Sale 400
12/29/98 Sale 1,500
12/30/98 Sale 6,000
1/4/99 Sale 2,000
1/4/99 Sale 1,000
2/24/99 Sale 500
5/28/99 Purchase 10,000
2/22/00 Purchase 3,500
4/ /00 Purchase 10,000
--
4/ /00 Purchase 5,000
--
Guy R. Wolcott 7/29/98 Purchase 5,900
7/31/98 Purchase 5,000
8/3/98 Purchase 2,000
8/4/98 Purchase 12,000
8/5/98 Purchase 15,000
3/29/99 Purchase 5,000
7/26/99 Sale 1,500
3
<PAGE>
7/27/99 Sale 12,000
7/30/99 Sale 51,000
8/06/99 Sale 10,600
8/10/99 Sale 5,000
8/11/99 Sale 2,700
8/17/99 Sale 27,500
8/18/99 Sale 30,000
8/19/99 Sale 8,000
8/23/99 Sale 3,700
9/15/99 Purchase 10,000
9/22/99 Purchase 5,000
9/27/99 Purchase 10,000
9/29/99 Purchase 10,000
10/04/99 Purchase 300
10/05/99 Purchase 10,000
10/06/99 Purchase 15,800
11/10/99 Purchase 1,400
11/30/99 Purchase 5,300
6/22/00 Purchase 1,400
6/26/00 Purchase 5,000
6/28/00 Purchase 7,700
6/29/00 Purchase 100
6/30/00 Purchase 100
Frederick L. Zehnder 12/24/98 Purchase 3,800
12/28/98 Purchase 6,200
--------------
* Mr. Rosenbaum acquired sole voting and dispositive power as to the
indicated shares pursuant to an understanding with each of the prior
holders (David Watson as to 30,300 shares, Bud Stoddard as to 9,000
shares, Paul Naz as to 30,000 shares, and Arlyn and Eunice Bossenbrook
as to 20,000 shares) that, upon the demand of the prior holder, he will
either pay to the prior holder the market value of the shares as of the
date of such demand in cash, plus in some cases interest at an annual
rate of 10 percent, or transfer the shares back to the prior holder.
4
<PAGE>
PROXY SOLICITED BY COMMITTEE FOR THE ACHIEVEMENT
OF RENTRAK EXCELLENCE
RENTRAK CORPORATION
2000 ANNUAL MEETING OF SHAREHOLDERS
This Proxy is solicited on behalf of the Committee for the Achievement
of Rentrak Excellence for use at the 2000 Annual Meeting of Shareholders to be
held on August 21, 2000 (the "Annual Meeting"). The undersigned hereby appoints
Paul A. Rosenbaum and Mark A. Brown, and each of them, proxies with full power
of substitution, to vote in the name of and as proxy for the undersigned at the
Annual Meeting, and at any adjournment thereof, according to the number of votes
that the undersigned would be entitled to cast if personally present on the
following matters:
(1) To remove all of the current directors of Rentrak Corporation, consisting
of Peter Balner, Pradeep Batra, Skipper Baumgarten, Ron Berger, James Jimirro,
Takaaki Kusaka, Bill LeVine, Muneaki Masuda, and Stephen Roberts, or any other
individual elected as a director of Rentrak Corporation prior to the Annual
Meeting.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
(2) To amend Section 3.2 of Rentrak Corporation's Bylaws to eliminate
provisions for a classified board and to provide for five board positions, each
with a one year term.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
(3) Provided that items 1 and 2 above have been passed at the Annual Meeting,
to elect the following nominees as directors of Rentrak Corporation to serve
until the next Annual Meeting of Shareholders and until their successors are
elected and qualified: Paul A. Rosenbaum; Cecil D. Andrus; George H. Kuper; Joon
S. Moon; and James G. Petcoff.
[ ] FOR ALL NOMINEES LISTED ABOVE (except as indicated to the
contrary below)
------------------------------------------------------
[ ] WITHHOLD AUTHORITY to vote for all nominees listed above.
INSTRUCTIONS: To withhold authority to vote for any individual nominee, mark
"For" and write the individual's name on the line above.
-1-
<PAGE>
(4) To consider and take action upon such other matters as may properly come
before the meeting or adjournments or postponements thereof.
PROPERLY EXECUTED PROXIES WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE
UNDERSIGNED. IF NO SUCH DIRECTIONS ARE GIVEN, SUCH PROXIES WILL BE VOTED FOR
ITEMS (1) AND (2) AND FOR ALL NOMINEES LISTED IN ITEM (3) AND ON SUCH OTHER
MATTERS AS MAY COME BEFORE THE ANNUAL MEETING AS THE PROXIES DEEM ADVISABLE.
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.
The undersigned revokes any prior proxies to vote the shares covered by this
Proxy.
-----------------------------------
Signature
-----------------------------------
Signature
Date: , 2000
-----------------------
NOTE: Please sign exactly as name appears above. When shares are held by joint
owners, both should sign. When signing as attorney, executor, administrator,
trustee or guardian, please give full title as such. If a corporation, please
sign in corporate name by President or other authorized officer. If a
partnership, please sign in partnership name by authorized person.
-2-
