FIND/SVP, INC.
625 AVENUE OF THE AMERICAS
NEW YORK, N.Y. 10011
-------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS - JULY 9, 1999
--------------------
TO THE SHAREHOLDERS OF FIND/SVP, INC.:
Notice is hereby given that the Annual Meeting of Shareholders of
FIND/SVP, Inc. will be held at the Hotel Inter-Continental, 111 E. 48th Street,
New York City, New York, on July 9, 1999, at 9:15 a.m., New York City time, for
the following purposes:
1. To elect the Board of Directors to serve until the next Annual
Meeting of Shareholders and until their successors are duly
elected and qualified;
2. To amend the Company's Certificate of Incorporation to effect a
(1) one for two, (2) one for three, (3) one for four or (4) one
for five reverse stock split ("Reverse Stock Split") of the
issued and outstanding shares of common stock of the Company, par
value $.0001 per share ("Common Stock"), each of such
alternatives to be approved by the shareholders of the Company
and one, if any, of such approved alternatives to be chosen by
the Board of Directors of the Company.
3. To ratify the appointment of Deloitte & Touche LLP to serve as
the Company's independent accountants for the year ending
December 31, 1999; and
4. To transact such other business as may properly be presented for
action at the meeting or any adjournment thereof.
The Board of Directors has fixed the close of business on May 20, 1999
as the record date for the determination of shareholders entitled to notice of,
and to vote at, the meeting or any adjournment thereof.
Holders of a majority of the outstanding shares must be present in
person or by proxy in order for the meeting to be held. WHETHER OR NOT YOU
EXPECT TO ATTEND THE ANNUAL MEETING, YOUR VOTE IS IMPORTANT. ACCORDINGLY, YOU
ARE REQUESTED TO MARK, SIGN AND DATE THE ENCLOSED PROXY FORM AND RETURN IT IN
THE ACCOMPANYING STAMPED ENVELOPE. The giving of such proxy will not affect your
right to revoke such proxy before it is exercised or to vote in person should
you later decide to attend the meeting.
All shareholders are cordially invited to attend the meeting.
By Order of the Board of Directors
-----------------------------------
Victor L. Cisario, Secretary
Dated: May 27, 1999
IT IS IMPORTANT THAT THE ENCLOSED PROXY FORM BE
COMPLETED AND RETURNED PROMPTLY.
<PAGE>
FIND/SVP, INC.
625 AVENUE OF THE AMERICAS
NEW YORK, N.Y. 10011
------------------
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS TO BE HELD JULY 9, 1999
SOLICITATION AND REVOCATION OF PROXIES
-------------------
This proxy statement is furnished in connection with the solicitation
by the Board of Directors of FIND/SVP, Inc., a New York corporation (the
"Company"), of proxies to be voted at the Annual Meeting of Shareholders of the
Company to be held at the Hotel Inter-Continental, 111 E. 48th St., New York
City, New York, on July 9, 1999, at 9:15 a.m., New York City time, and any
adjournment thereof.
A form of proxy is enclosed for use at the meeting. The proxy may be
revoked by a shareholder at any time before it is voted by execution of a proxy
bearing a later date or by written notice to the Secretary before the meeting,
and any shareholder present at the meeting may revoke his or her proxy thereat
and vote in person if he or she so desires. When such proxy is properly executed
and returned, the shares it represents will be voted at the meeting in
accordance with any instructions noted thereon. If no direction is indicated,
all shares represented by valid proxies received pursuant to this solicitation
(and not revoked prior to exercise) will be voted FOR the election of the
nominees for directors herein, FOR the proposed amendment to the Company's
Certificate of Incorporation to effect the Reverse Stock Split at the discretion
of the Board of Directors and FOR the ratification of the appointment of
Deloitte & Touche LLP as independent accountants.
The cost of soliciting proxies on behalf of the Board of Directors will
be borne by the Company. In addition to solicitation by mail, proxies may be
solicited by directors, officers or regular employees of the Company (who will
receive no extra compensation for these services) in person or by telephone or
telegraph. The Company also will request brokerage houses, custodians, nominees
and fiduciaries to forward these proxy materials to the beneficial owners of the
Company's Common Stock and will reimburse such holders for their reasonable
expenses in connection therewith. The approximate date of mailing of this Proxy
Statement and accompanying proxy is May 27, 1999. All votes will be tabulated by
the inspector of election appointed for the meeting, who will separately
tabulate affirmative and negative votes, abstentions and broker non-votes.
Abstentions and broker non-votes are counted towards a quorum, but are not
counted as votes cast in determining whether a matter has been approved.
Only shareholders of record on the close of business on May 20, 1999
will be entitled to notice of, and to vote at, the Annual Meeting. At the close
of business on such record date, the Company had issued and outstanding
____________ shares of Common Stock. Each share entitles the holder thereof to
one vote. The election of directors requires a plurality of the votes cast by
holders of shares represented in person or by proxy and entitled to vote at the
meeting. Approval of the amendment to the Company's Certificate of Incorporation
to effect the Reverse Stock Split at the discretion of the Board of Directors
requires the affirmative vote of a majority of the votes cast by holders of
shares represented in person or by proxy and entitled to vote at the meeting.
<PAGE>
NOMINATION AND ELECTION OF DIRECTORS
Six directors, all of whom are members of the present Board of
Directors, are nominees for election to hold office until the next annual
meeting and until their respective successors are elected and qualified. Unless
authority to vote for the election of directors shall have been withheld, it is
intended that proxies in the accompanying form will be voted at the meeting for
the election of the six nominees named below. If any nominee, for any reason
presently unknown to the Company, should refuse or be unable to serve, the
shares represented by proxy will be voted for such person as shall be designated
by the Board of Directors to replace any such nominee.
THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE
ELECTION OF ALL NOMINEES TO THE BOARD OF DIRECTORS LISTED BELOW.
The following information is submitted concerning the nominees named
for election as directors based upon information received by the Company from
such persons
<TABLE>
<CAPTION>
DIRECTOR
NOMINEE AGE OFFICE SINCE
------- --- ------ -----
<S> <C> <C> <C>
Andrew P. Garvin 53 President, Chief Executive Officer and Director 1969
Brigitte de Gastines 55 Chairperson of the Board and Managing Director 1982
Howard S. Breslow 59 Director 1986
Frederick H. Fruitman 48 Director 1989
Jean-Louis Bodmer 57 Managing Director and Director 1993
Eric Cachart 42 Managing Director and Director 1998
</TABLE>
Mr. Garvin is a founder of the Company and has served as its Chief
Executive Officer since 1972 and as its President since 1978. Mr. Garvin has
been a director of the Company since its inception and treasurer until 1997.
From 1979 to 1982, Mr. Garvin was a member of the Board of Directors of the
Information Industry Association and served as Chairman of the 1979 National
Information Conference and Exposition. Mr. Garvin is the author of THE ART OF
BEING WELL INFORMED, an information resource handbook for executives. Mr. Garvin
received a B.A. degree in political science from Yale University and an M.S.
degree in journalism from the Columbia Graduate School of Journalism.
Ms. de Gastines has been a director of the Company since 1982 and
Chairperson of the Board since October 1998. She has served as the General
Manager of SVP International since 1985 and SVP S.A. since 1976.
Mr. Breslow has been a director of the Company since 1986. He has been
a practicing attorney in New York for more than 25 years and a member of the law
firm of Breslow & Walker, LLP, New York, New York for more than 20 years.
Breslow & Walker, LLP is currently the Company's counsel. Mr. Breslow currently
serves as a director of Cryomedical Sciences, Inc., a publicly held company
engaged in the research, development and sale of products for use in low
temperature medicine, Vikonics
2
<PAGE>
Inc., a publicly held company engaged in the design and sale of computer-based
security systems, Lucille Farms, Inc., a publicly held company engaged in the
manufacturing and marketing of cheese products, and Excel Technologies, Inc., a
publicly held company engaged in the development and sale of laser products.
Mr. Fruitman has been a director of the Company since 1989. Since 1990,
Mr. Fruitman has been a Managing Director of Loeb Partners Corporation, an
investment banking firm. Mr. Fruitman is a director of Micro Warehouse, Inc., a
publicly held company which markets computer products.
Mr. Bodmer has been a director of the Company since 1993. He has served
as General Manager of SVP France since 1974. Other positions which he currently
holds are Chief Executive Director of SVP, S.A., President and Chief Executive
Officer of SVP Participation, President of SVP Belgium, and President of SVP
United Kingdom.
Mr. Cachart has been a director of the Company since 1998. He is the
Associate General Manager of SVP, S.A. and has served as President of SVP
Multi-info since 1995. He was named President of SVP Network in 1998. Prior to
1995 he was a journalist and news commentator for French television networks.
BOARD OF DIRECTORS AND COMMITTEES
The Board of Directors held five meetings during the year ended
December 31, 1998. Four of the directors standing for re-election attended all
of the meetings during such year. Ms. de Gastines attended two of the five
meetings, and Mr. Cachart attended the two meetings that took place while he was
a director.
The Company has a Stock Option Committee of the Board of Directors,
currently consisting of Howard S. Breslow and Frederick H. Fruitman. The Stock
Option Committee administers the Stock Option Plan including, among other
things, determining the amount, exercise price and vesting schedule of stock
options awarded under the Plan. The Stock Option Committee held five meetings in
1998.
The Company has an Audit Committee of the Board of Directors, currently
consisting of Jean-Louis Bodmer, Howard S. Breslow and Frederick H. Fruitman.
The Audit Committee reviews the scope and results of the annual audit of the
Company's consolidated financial statements conducted by the Company's
independent accountants, the scope of other services provided by the independent
accountants, proposed changes in the Company's policies and procedures with
respect to its internal accounting, auditing and financial controls. The Audit
Committee also examines and considers other matters relating to the financial
affairs and accounting methods of the Company, including the selection and
retention of the Company' s independent accountants. The Audit Committee held no
meetings in 1998.
On January 25, 1999, the Company formed a Compensation Committee
currently consisting of Jean-Louis Bodmer, Andrew P. Garvin, Howard S. Breslow
and Frederick H. Fruitman. The purpose of the Compensation Committee is to
review, structure and set the Company's Executive Compensation and to align
management's interest with the success of the Company. During 1998, the Board of
Directors performed the role of the Compensation Committee. The Company has no
nominating or other committees performing similar functions.
3
<PAGE>
No family relationship exists between any director or executive officer
and any other director or executive officer, except that Ms. De Gastines, the
Chairperson of the Board, and Mr. Cachart, a director, are married.
Directors were not compensated in cash for their services during 1998.
On January 25, 1999, the Board of Directors approved the payment of $1,500 per
meeting for the outside members of the Board. The Stock Option Plan of the
Company was amended in June 1995 to provide for the automatic grant to outside
directors of five-year non-incentive options to purchase 2,500 shares of Common
Stock on the first business day of each new year beginning in 1996, the exercise
price being the fair market value on the date of the grant.
On April 22, 1999, the Board voted to grant each outside director
additional five-year, non-incentive stock options to purchase 7,500 shares of
Common Stock, the exercise price being the fair market value on April 22, 1999.
Also on April 22, 1999, the Board voted to grant each outside director
additional five-year, non-incentive stock options to purchase 7,500 shares of
Common Stock on the first business day of each year, commencing with the first
business day of 2000, the exercise price being the fair market value on the date
of the grant.
EXECUTIVE OFFICERS
The following information is submitted concerning the executive
officers of the Company, based on information received from such persons:
<TABLE>
<CAPTION>
OFFICER
NAME AGE POSITION SINCE
---- --- -------- -----
<S> <C> <C> <C>
Andrew P. Garvin 53 President, Chief Executive Officer and Director 1969
Victor L. Cisario 37 Chief Financial Officer, Vice President, Corporate 1998
Secretary and Treasurer
Stephan B. Sigaud 42 Vice President - Client Services 1998
Kenneth A. Ash 54 Vice President - International Strategic Research 1998
Peter M. Carley 36 Vice President - Human Resources 1998
</TABLE>
Mr. Cisario has been the Company's Vice President and Chief Financial
Officer, Corporate Secretary and Treasurer since October 1998. He was Vice
President and Controller from January 1997 to October 1998, and was Controller
from March 1995 to January 1997. From 1992 to 1995, Mr. Cisario functioned as
Director of Finance and Administration for R.J. Rudden and Associates, an energy
industry consulting firm. He was employed from 1987 to 1992 in the financial
recruiting industry, including 1988 to 1992 with Robert Half, International,
where he was Vice President of the New York Region. Prior thereto he was a
senior Accountant with a major real estate company and a Certified Public
Accountant with Peat Marwick Mitchell and Company. Mr. Cisario received a B.B.A.
degree from Hofstra University and is a Certified Public Accountant in New York
State.
4
<PAGE>
Mr. Sigaud has been the Company's Vice President of Client Services
since October 1998, and was Vice President and Managing Director of the
Company's Customer Satisfaction and Loyalty Group from May 1994 to October 1998.
From 1989 to 1994 Mr. Sigaud was the owner and President of IDSI, Inc., a
consulting firm specializing in Customer Satisfaction Measurement for companies
in the industrial sector. From 1986 to 1989 he functioned as Executive Vice
President for BMES, Inc., a business-to-business marketing research firm. He was
employed from 1982 to 1986 in the Recruiting Department of Renault in France.
Prior thereto he was in International Sales and Marketing and worked as Business
Development Manager for an engineering firm in East Africa and as Trade Attache
in the French Trade Office in Madagascar. Mr. Sigaud holds a B.S. in Math and
Physics from Marseilles University and an MBA in Marketing from ESSEC, the
leading business school in France.
Mr. Ash joined FIND/SVP in March 1992 as Vice President & Managing
Director of the Strategic Consulting & Research Group and became Vice President
International Strategic Research on October 5, 1998. From 1985 to 1992, Mr. Ash
directed his own consulting firm specializing in marketing and acquisition
engagements. In 1991 and 1992, Mr. Ash served as President and CEO of CallTrack
Systems, a start-up company offering a network-based, long distance call
accounting system geared to small and medium-sized organizations. Mr. Ash served
as Vice President of Marketing of Satellite Television Corporation, a COMSAT
subsidiary and major communications start-up venture between 1983 and 1985. From
1973 to 1983, Mr. Ash held progressively senior account management positions at
J. Walter Thompson and Ogilvy & Mather advertising agencies. Mr. Ash served as a
U.S. Navy Officer from 1969 to 1972, earned an MBA from the Wharton School of
the University of Pennsylvania in 1969 and a BA from Princeton University in
1967.
Mr. Carley has been the Company's Vice President of Human Resources
since July 1998, and was Director of Human Resources from December 1997 to July
1998. He joined the Company as Manager of Human Resources in September of 1997.
Prior to joining FIND/SVP, he was employed by The Washington Post Company from
February 1996 until September of 1997, where he was most recently a Director,
Human Resources for MLJ, a telecommunications engineering consulting company.
Mr. Carley also worked in training and development, recruiting, employee
relations, and other Human Resources roles at Cost Plus World Market, a
California-based retail firm. He has a Bachelor of Arts degree from San
Francisco State University.
5
<PAGE>
BENEFICIAL OWNERSHIP OF THE COMPANY'S SECURITIES
The following table sets forth, as of April 30, 1999, certain
information with respect to the beneficial ownership of the Common Stock by (I)
each person known by the Company to be the beneficial owner of more than 5% of
its outstanding Common Stock, (II) each of the directors of the Company, (III)
each Named Executive Officer (as defined below), and (IV) all executive officers
and directors as a group.
NAME OF BENEFICIAL OWNER AMOUNT OF PERCENT
AND ADDRESS OF 5% HOLDERS SHARES OWNED (1) OF CLASS
- --------------------------- ---------------- --------
Andrew P. Garvin (2) 1,115,254 14.9%
625 Avenue of the Americas
New York, N.Y. 10011
Amalia S.A.
70, rue des Rosiers
F-93585 Saint-Ouen, Cedex 3,075,085 40.8%
FRANCE (3)
Brigitte de Gastines (4) 17,500 Less than 1%
Howard S. Breslow (5)(6) 28,820 Less than 1%
Frederick H. Fruitman (6) 58,179 Less than 1%
Jean-Louis Bodmer (4) 7,500 Less than 1%
Eric Cachart - -
Victor L. Cisario (7) 79,400 1.1%
Stephan B. Sigaud (8) 75,000 1.0%
Kenneth A. Ash (9) 61,000 Less than 1%
Peter M. Carley (10) 55,000 Less than 1%
Furman Selz SBIC, L.P. 900,000 11.2%
230 Park Avenue
New York, NY 10169 (11)
Peter J. Fiorillo 54,000 Less than 1%
236 East Granada Avenue
Lindenhurst, NY 11757
All executive officers and directors 1,497,653 19.3%
as a group (10 persons)(12)
6
<PAGE>
----------------------------------------------
(1) Unless otherwise indicated below, all shares of Common Stock are owned
beneficially and of record.
(2) Includes 344,000 shares issuable under outstanding options.
(3) Includes the 422,222 shares issuable under outstanding warrants held by
SVP, S.A., the 2,158,100 shares of Common Stock owned by SVP, S.A. and the
494,763 shares of Common Stock owned by SVP International. SVP, S.A. and
SVP International are subsidiaries of Amalia S.A. Brigitte de Gastines owns
in excess of 99% of the stock of Amalia S.A. In addition, Ms. de Gastines
is President, General Manager and a director of SVP, S.A., and General
Manager of SVP International. The shares owned by Amalia S.A. are not shown
in the table as being owned by Ms. de Gastines.
(4) Includes 7,500 shares issuable under outstanding options.
(5) Includes all of the 13,820 shares of Common Stock owned by record of
Breslow & Walker, LLP, a law firm in which Mr. Breslow is a partner.
(6) Includes 10,000 shares issuable under outstanding options.
(7) Includes 72,000 shares issuable under outstanding options.
(8) Includes 75,000 shares issuable under outstanding options.
(9) Includes 61,000 shares issuable under outstanding options.
(10) Includes 54,000 shares issuable under outstanding options.
(11) Includes all of the 900,000 shares issuable under outstanding warrants.
(12) Includes 641,000 shares issuable under outstanding options.
7
<PAGE>
EXECUTIVE COMPENSATION
The following table sets forth certain information regarding
compensation paid by the Company during each of the Company's last three years
to the Company's Chief Executive Officer and to each of the Company's executive
officers (other than the Chief Executive Officer) who received salary and bonus
payments in excess of $100,000 during the year ended December 31, 1998
(collectively, the "Named Executive Officers"):
<TABLE>
<CAPTION>
LONG TERM COMPENSATION
----------------------------------------------
ANNUAL COMPENSATION AWARDS PAYOUTS
------------------- ------------------------- ---------------
SECURITIES
NAMES AND OTHER RESTRICTED UNDERLYING LTIP ALL
PRINCIPAL SALARY BONUS ANNUAL STOCK OPTIONS PAYOUT OTHER
POSITIONS YEAR ($) ($) COMP. AWARDS ($) (#) (1) ($) COMP.
--------- ---- ------- ------ ----- ---------- ------- --- -----
<S> <C> <C> <C> <C> <C> <C> <C>
ANDREW P. GARVIN 1998 264,171 50,000 - - - - -
PRESIDENT, CHIEF 1997 253,867 50,000 - - - - -
EXECUTIVE OFFICER 1996 251,256 12,500 - - 350,000 - -
AND DIRECTOR
VICTOR L. CISARIO 1998 118,333 8,500 - - 60,000 - -
VICE PRESIDENT, 1997 109,144 7,660 - - 5,000 - -
CHIEF FINANCIAL 1996 90,025 3,859 - - 5,000 - -
OFFICER, SECRETARY, AND
TREASURER (2)
STEPHAN B. SIGAUD 1998 133,958 200 - - 50,000 - -
VICE PRESIDENT - 1997 114,227 39,160 - - - - -
CLIENT SERVICES (2) 1996 100,000 21,571 - - - - -
KENNETH A. ASH 1998 143,750 83,647 - - 60,000 - -
VICE PRESIDENT - 1997 125,000 50,000 - - - - -
INTERNATIONAL STRATEGIC 1996 125,000 42,000 - - - - -
RESEARCH (2)
PETER J. FIORILLO 1998 142,500 9,000 - - - - -
EXECUTIVE VICE PRESIDENT, 1997 185,671 11,500 - - - - -
CHIEF OPERATING OFFICER, 1996 154,476 12,000 - - 125,000 - -
CHIEF FINANCIAL OFFICER,
CHIEF INFORMATION OFFICER,
TREASURER AND SECRETARY (3)
</TABLE>
- ----------
(1) Options to acquire Common Stock.
(2) Named executive officer of the Company on October 5, 1998
(3) Employment terminated on September 30, 1998.
8
<PAGE>
OPTION GRANTS DURING 1998
The following table provides information related to options granted to
the Named Executive Officers during the year ended December 31, 1998:
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE VALUE AT
ASSUMED ANNUAL RATES OF
STOCK PRICE APPRECIATION FOR
INDIVIDUAL GRANTS OPTION TERM(1)
----------------- ------------------------
% OF TOTAL
OPTION/SARS OPTIONS GRANTED EXERCISE OR
GRANTED TO EMPLOYEES IN BASE PRICE EXPIRATION
NAME (#)(2) FISCAL YEAR $/SHARE DATE 5%($) 10%($)
- ---- ------ ----------- ------- ---- ----- ------
<S> <C> <C> <C> <C> <C> <C>
ANDREW P. GARVIN - - - - - -
VICTOR L. CISARIO 10,000 2.8% 1.21875 4/21/03 3,367.18 7,440.59
50,000 14.2% 0.75 10/5/03 10,360.56 22,894.13
10,360.56
STEPHAN B. SIGAUD 50,000 14.2% 0.75 10/5/03 22,894.13
KENNETH A. ASH 7,500 2.1% 1.21875 4/21/03 2,525.39 5,580.44
2,500 0.7% 1.0625 6/30/03 733.87 1,621.67
50,000 14.2% 0.75 10/5/03 10,360.56 22,894.13
PETER J. FIORILLO - - - - - -
</TABLE>
- ----------
(1) The potential realizable value portion of the foregoing table illustrates
value that might be received upon exercise of the options immediately prior
to the expiration of their term, assuming the specified compounded rates of
appreciation on the Common Stock over the term of the options. These
numbers do not take into account provisions of certain options providing
for termination of the option following termination of employment.
(2) Represent number of shares of Common Stock underlying stock options. The
exercise prices equal the fair market of the Common Stock on the date of
grant.
9
<PAGE>
OPTION EXERCISES DURING 1998
AND YEAR END OPTION VALUES
The following table provides information related to options exercised
by the Named Executive Officers during the year ended December 31, 1998 and the
number and value of options held at year end. The Company does not have any
outstanding stock appreciation rights
<TABLE>
<CAPTION>
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED OPTIONS IN-THE-MONEY OPTIONS
AT FISCAL YEAR END (#) AT FISCAL YEAR END ($)(1)
---------------------- -------------------------
SHARES
ACQUIRED ON VALUE
NAME EXERCISE REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ---- (#) ($) ----------- ------------- ----------- -------------
----------- --------
<S> <C> <C> <C> <C> <C> <C>
ANDREW P. GARVIN - - 150,500 255,000 - -
VICTOR L. CISARIO - - 10,000 62,000 - -
STEPHAN B. SIGAUD - - 27,000 48,000 - -
KENNETH A. ASH - - 5,000 56,000 - -
PETER J. FIORILLO 4,000 3,500 - - - -
</TABLE>
- ----------
(1) The closing sale price of the Company's Common Stock as reported by NASDAQ
on December 31, 1998 was $0.75. Value is calculated on the difference
between the option exercise price of in-the-money options and $0.75
multiplied by the number of shares of Common Stock underlying the option.
--------------------------------
EMPLOYMENT AND RELATED AGREEMENTS
On January 1, 1996, the Company entered into an Employment Agreement
with Andrew P. Garvin commencing on January 1, 1996 and terminating on December
31, 2001 (the "Employment Agreement"). Such Employment Agreement was amended and
restated on December 12, 1996. The Employment Agreement provides for a base
salary of $250,000 which will be adjusted each January 1 for a cost of living
increase based on the Consumer Price Index for New York City for the twelve
month period immediately preceding such January 1 date. Mr. Garvin will also be
entitled to additional increases in base salary as may be determined from time
to time by the Board of Directors or any compensation committee appointed by the
Board of Directors. Mr. Garvin received a $12,500 signing bonus upon execution
of the Employment Agreement. In addition, Mr. Garvin will be entitled to receive
performance bonuses equal to 10% per annum of the pre-tax profits of the Company
in excess of $1,000,000 for each of the years ended December 31, 1996, 1997,
1998, 1999, 2000, and 2001. The Employment Agreement limits the bonus to
$250,000 in any year, and states that Mr. Garvin is entitled to receive a cash
bonus of $50,000 in each of January 1997 and January 1998.
10
<PAGE>
The Employment Agreement provides that (I) if Mr. Garvin voluntarily
leaves the employ of the Company on account of the Company being acquired and
its principal office being moved to a location which is greater than 50 miles
from New York City; and (II) if Mr. Garvin voluntarily leaves the employ of the
Company on account of a Change in Control, then, in each such case, he shall be
entitled to receive the compensation described in the immediately preceding
paragraph for the balance of the term; provided, however, that if such
termination occurs at a time when there is less than one year left in the term,
the compensation shall continue for a period of two years from the date of
termination on the same basis that the employee received compensation during the
last year of the term. Change of control is defined in the Employment Agreement
to include the acquisition by a party of 30% or more of the outstanding shares
of Common Stock of the Company or a change in the majority of the Incumbent
Board of Directors (as defined in the Employment Agreement). In the event that
the Company terminates Mr. Garvin's employment for cause, and a court of law or
other tribunal ultimately determines that such termination was without cause,
then he shall be entitled to receive double the amount of compensation described
above until the end of the term. Mr. Garvin has agreed to a non-competition
covenant for a period of two years after the term of the Employment Agreement.
During October 1998, Mr. Garvin's contract was amended to provide that
any time after 1999 Mr. Garvin may elect to voluntarily leave the employ of the
Company and receive the balance of his contract for the remaining term of his
employment contract. The term of the contract runs through 2001. Mr. Garvin's
salary for 1999 is $266,592. Additionally, concurrent with the amendment to his
contract, Mr. Garvin relinquished 75,000 options previously granted him in
connection with his employment contract. The vesting and pricing of said options
was contingent upon the Company meeting certain earnings levels over the life of
his employment contract. To date the earnings levels were not met, and
accordingly, the exercise price of those options had not yet been set.
The Company has entered into a deferred compensation agreement with Mr.
Garvin, which provides for a schedule of payments to him or his designated
beneficiary(ies). The agreement entered into in 1984 provides that in the event
during the course of employment Mr. Garvin (I) dies, (II) becomes totally
disabled or (III) elects to retire after June 30, 1994 and prior to age 65, he
or, in the event of death, his designated beneficiaries, shall receive monthly
payments ranging from $1,250 to $1,800 for a period of ten years from the date
of death, disability or retirement. In the event Mr. Garvin retires at age 65 or
over, Mr. Garvin shall receive $4,750 per month for ten years from the date of
his retirement.
The Company entered into an additional Deferred Compensation Agreement
with Mr. Garvin in 1990. Pursuant thereto, in the event during the course of
employment Mr. Garvin (I) dies, (II) becomes totally disabled or (III) elects to
retire after July 25, 1992 and prior to age 65, he or, in the event of death,
his designated beneficiary(ies), shall receive monthly payments ranging from
$618.81 to $2,351. These payments are to continue for a period of ten years from
the date of death, disability or retirement. In the event he retires at age 65
or over, Mr. Garvin shall receive $2,475.24 per month for ten years from the
date of his retirement. The benefits under the two agreements are cumulative.
Peter J. Fiorillo resigned as a member of the Board and as the
Company's Chief Operating Officer and Chief Financial Officer, effective
September 30, 1998. In connection with his severance agreement, coupled with the
signing of a release and agreement not to compete dated October 5, 1998, and the
immediate return of his outstanding options, Mr. Fiorillo will be receiving his
then current compensation, including benefits, for the next two years.
Accordingly, the Company has accrued
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$475,000 for severance and related costs to selling, general and administrative
expenses at September 30, 1998.
Severance arrangements for members of the Operating Management Group
("OMG") (i.e. Messrs. Sigaud, Cisario, Ash and Carley) were adopted by the Board
of Directors on April 22, 1999, providing for (a) a normal severance benefit of
nine (9) months, which would be increased to one (1) year after the employee has
served as a member of the OMG for a continuous period of two (2) years, in the
event the employee's services are terminated by the Company without cause, and
(b) a severance benefit of one (1) year in the event the separation from service
is due to (I) a change-in-control, and (II) the employee suffers, within one (1)
year thereafter, either (A) a decrease in responsibilities, or (B) an office
change of at least 50 miles, or (C) a reduction in compensation, or (D) a
termination of employment other than for cause. The agreements have not yet been
signed.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Company did not have a Compensation Committee during 1998. Andrew
P. Garvin, the President and Chief Executive Officer and a director of the
Company during such period, participated in deliberations of the Company's Board
of Directors concerning executive officer compensation. There were no
interlocking relationships between the Company and other entities that might
affect the determination of the compensation of the executive officers of the
Company.
REPORT OF THE BOARD OF DIRECTORS ON EXECUTIVE COMPENSATION
The Company operates in the Consulting and Business Advisory industry
and must attain high levels of quality in the servicing of its clients. In order
to succeed, the Board believes that it must be able to attract and retain
qualified experienced executives. To achieve this goal, the Company has offered
competitive executive compensation to attract and retain key executives with
relevant experience in the Consulting and Business Advisory industry or in
growth companies in related industries. Executive compensation has also been
structured to align management's interests with the success of the Company by
making a portion of compensation dependant on long term success of the Company.
During 1998, the entire Board of Directors held primary responsibility
for determining executive compensation levels. The Board as a whole has
maintained a philosophy that compensation of executive officers should be
directly linked to operating achievements and, to a lesser extent, stock
performance. Base salaries for executive officers are determined initially by
the Board of Directors by evaluating the responsibilities of the position, the
experience of the individual, internal comparability considerations, as
appropriate, the competition in the marketplace for management talent, and the
compensation practices among public companies of the size of, or in businesses
similar to, the Company. Salary adjustments are determined and normally made at
twelve-month intervals. The compensation of Andrew P. Garvin, the Company's
President and Chief Executive Officer, is fixed pursuant to an Employment
Agreement (see "Employment and Related Agreements").
Andrew P. Garvin Frederick H. Fruitman
Brigitte de Gastines Jean-Louis Bodmer
Howard S. Breslow Eric Cachart
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PROPOSAL TO AMEND THE CERTIFICATE OF INCORPORATION TO EFFECT THE
REVERSE STOCK SPLIT
REASON FOR SUBMISSION TO SHAREHOLDERS
This proposal is being submitted to shareholders to satisfy the
requirements of the New York Business Corporation Law in the event the Board of
Directors of the Company decides to effectuate a Reverse Stock Split. The
decision as to whether to effectuate a Reverse Stock Split will be entirely that
of the Board of Directors of the Company. A copy of the Certificate of Amendment
to the Certificate of Incorporation is attached hereto as Exhibit A.
REASON FOR A REVERSE STOCK SPLIT
The principal reason to effectuate a Reverse Stock Split is to increase
the price per share of Common Stock. The Company anticipates, but there can be
no assurance, that a Reverse Stock Split will result in a higher share price and
will enable the Common Stock to maintain its listing on the NASDAQ Stock Market,
for which a minimum $1.00 bid price is required. There can be no assurance,
however, that a higher price will result from a Reverse Stock Split, that the
share price can be maintained at a level above a $1.00 bid price, or that the
Company will continue to be in compliance with all other requirements for
listing on the NASDAQ Stock Market. The Company also believes that the higher
share price which may result from a Reverse Stock Split will help to generate
interest in the Company among investors. Unless the Company's share price is at
a level that would cause the Company to lose its NASDAQ Stock Market listing, it
is unlikely that a Reverse Stock Split will be effectuated.
FRACTIONAL SHARES
No fractional shares of Common Stock or scrip representing fractional
shares of Common Stock will be issued in connection with a Reverse Stock Split.
In lieu of issuing fractional shares, each fractional share will be rounded up
to the next highest whole share of Common Stock.
EFFECTS OF A REVERSE STOCK SPLIT
The Company currently is authorized to issue 20,000,000 shares of
Common Stock, of which 7,120,669 shares of Common Stock are issued and
outstanding. There also are outstanding options and warrants to purchase
2,497,335 shares of Common Stock. Upon the effectiveness of a Reverse Stock
Split, the number of shares owned by each holder of Common Stock shall be
reduced by the ratio of a minimum of 2 to1 and a maximum of 5 to 1, so that each
such shareholder will thereafter own one share of Common Stock for every 2 or 3
or 4 or 5 shares of Common Stock he or she owned immediately prior to the
Reverse Stock Split.
The Reverse Stock Split, if any, will be a minimum of 1 for 2 (with the
final determination to be based upon the price of Common Stock at the time of
the Reverse Stock Split). Assuming a 1 for 2 Reverse Stock Split, the principal
effect of the Reverse Stock Split will be that (I) the number of shares of
Common Stock issued and outstanding will be reduced from 7,120,669 shares to
approximately 3,560,335 shares, and (II) all outstanding options and warrants
entitling the holders thereof to purchase shares of Common Stock will enable
such holders to purchase, upon exercise of their options and warrants, one-half
of the number of shares of Common Stock which such holders would have been able
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<PAGE>
to purchase upon exercise of their options or warrants immediately preceding the
Reverse Stock Split. A Reverse Stock Split will not alter the percentage
ownership interest in the Company of any shareholder, except to the extent that
the Reverse Stock Split results in a shareholder of the Company owning a
fractional share (see "Reverse Stock Split - Fractional Shares"). Voting and
other rights accompanying the Common Stock will not be altered.
Pursuant to a Reverse Stock Split, the par value of the Company Stock
will remain $0.0001 per share. As a result, on the effective date of any Reverse
Stock Split, the stated capital on the Company's balance sheet attributable to
the Common Stock will be reduced to one-half of its present amount (assuming a 1
for 2 Reverse Stock Split), and the additional paid-in capital account shall be
credited with the amount by which the stated capital is reduced.
EXCHANGE OF SHARES
A Reverse Stock Split will be effective at the close of business on the
date of filing of the appropriate certificate of amendment to the Certificate of
Incorporation with the Secretary of State of the State of New York, unless the
Company specifies otherwise. The record date for the Reverse Stock Split will be
the effective date of the amendment to the Certificate of Incorporation (the
"Record Date"). On or about the Record Date, notice of the Reverse Stock Split
(the "Split Notice") will be mailed to each shareholder of record at the most
recent address of such shareholder appearing on the Company's records. The Split
Notice shall be accompanied by a Letter of Transmittal and shall request that
each shareholder surrender his or her existing stock certificate(s) (the "Old
Certificate") evidencing ownership of the pre-Reverse Stock Split Common Stock
(the "Old Common Stock"), together with the Letter of Transmittal, to American
Securities Transfer Company to be exchanged for a new stock certificate(s)
evidencing ownership of the number of shares of Common Stock resulting from the
Reverse Stock Split (the "New Common Stock"). From and after the Record Date,
all Old Certificates will be deemed to represent only that number of shares of
New Common Stock resulting from the Reverse Stock Split.
FEDERAL INCOME TAX CONSEQUENCES
The Company believes that the federal income tax consequences of a
Reverse Stock Split will be as follows:
(i) Except as explained in (v) below, no income gain or loss will
be recognized by shareholders on the surrender of their Old
Common Stock or the receipt of their New Common Stock.
(ii) Except as explained in (v) below, the tax basis of the New
Common Stock will equal the tax basis of the Old Common Stock
exchanged therefor.
(iii) Except as explained in (v) below, the holding period of the
New Common Stock will include the holding period of the Old
Common Stock if such shares were held as capital assets.
(iv) The conversion of the Old Common Stock into New Common Stock
will produce no taxable income or gain or loss to the Company.
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<PAGE>
(v) The federal income tax treatment of the receipt of the
additional fractional interest by a shareholder is not clear
and may result in tax liability not material in amount in view
of the low value of such fractional interest.
The foregoing summary represents the Company's opinion only and is
based on the existing provisions of the Internal Revenue Code of 1986, as
amended, and existing administrative interpretations thereof, any of which may
be revised retroactively. The Company's opinion is not binding upon the Internal
Revenue Service or the courts, and there can be no assurance that the Internal
Revenue Service or the courts would accept the positions expressed above.
The state and local tax consequences of a Reverse Stock Split may vary
significantly as to each shareholder, depending upon the state in which he/she
resides. Shareholders are urged to consult their own tax advisors with respect
to the federal, state and local tax consequences of the Reverse Stock Split.
NO RIGHT OF APPRAISAL
Under the New York Business Corporation Law, dissenting shareholders
are not entitled to appraisal rights with respect to the Company's proposed
amendment to the Certificate of Incorporation to effect a Reverse Stock Split,
and the Company will not provide shareholders with any such right.
VOTING REQUIREMENTS
Approval of the Proposal for the Reverse Stock Split requires the
affirmative vote of the holders of stock representing a majority of the votes
entitled to be cast at the Meeting.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS VOTE FOR THE
PROPOSED AMENDMENT TO THE CERTIFICATE OF INCORPORATION TO EFFECT THE REVERSE
STOCK SPLIT.
15
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STOCK PERFORMANCE CHART
The following chart compares the yearly percentage change in the
cumulative total stockholder return on the Common Stock for a period of five
years ended December 31, 1998, with the cumulative total return of the NASDAQ
Stock Market Index (U.S. companies), a broad market index, prepared for NASDAQ
by the Center for Research in Securities Prices ("CRSP") at the University of
Chicago, and the Peer Group Index, an index prepared by CRSP made up of the
selected NASDAQ traded companies. The comparison for each of the periods assumes
that $100 was invested on December 31, 1993, in each of the Common Stock, the
stocks included in the NASDAQ Stock Market Index (U.S. Companies) and the stocks
included in the Peer Group Index. These indices which reflect the assumption of
reinvestment of dividends, do not necessarily reflect returns that could be
achieved by individual investors.
STOCK PERFORMANCE
[The following table represents a line chart in the printed piece.]
CRSP NASDAQ
Stock Market Index
FIND/SVP, Inc. (2) (US Companies) (2)(3) Peer Group Index (1)(2)
12/31/93 100.0 100.0 100.0
12/31/94 126.9 97.8 117.9
12/31/95 123.1 138.3 166.7
12/31/96 111.5 170.0 222.8
12/31/97 46.2 208.3 245.2
12/31/98 46.2 293.5 238.4
1. The Peer Group Index consists of NASDAQ Stocks in SIC#8740-8749(U.S.
companies).
2. Annualized returns for FIND/SVP, Inc., the CRSP Index for NASDAQ Stock
Market (U.S. and foreign) and the Peer Group Index are comprised of total
market return for all stocks in the index.
3. The CRSP Index for the NASDAQ Stock Market (U.S. companies) includes total
returns on all domestic common shares and ADR's traded on the NASDAQ
National Market and NASDAQ Small-Cap Market and is comprised of their
annualized total market return.
-------------------
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<PAGE>
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Since 1971, the Company has been a licensee of SVP International.
Pursuant to this license agreement, the Company pays royalties to SVP
International for the use of the SVP name and participation in the SVP
International network. SVP International is a subsidiary of Amalia S.A., a
principal shareholder of the Company. The accrued royalties payable as of
December 31, 1998 to SVP International were approximately $142,000.
On January 15, 1998, the Company entered into an agreement with SVP,
S.A., an affiliate of SVP International, pursuant to which SVP, S.A. purchased
800,000 shares of Common Stock at $1.25 per share for an aggregate of
$1,000,000. The transaction was completed in two parts. The Company issued
600,000 shares of Common Stock and a $250,000 Convertible Note in January 15,
1998, pending the availability of shares for issuance. The Note converted into
200,000 shares of Common Stock on February 20, 1998, when those shares became
available for issuance. With this transaction, SVP International and its
affiliates own approximately 37% of then outstanding shares of Common Stock,
excluding outstanding warrants.
Howard S. Breslow, a director of the Company, is a member of Breslow &
Walker, LLP, counsel to the Company. During 1998, Breslow & Walker, LLP received
legal fees of $130,342.
RATIFICATION OF APPOINTMENT OF INDEPENDENT ACCOUNTANTS
On May 4, 1999, the Board of Directors selected the accounting firm of
Deloitte & Touche LLP to serve as independent accountants of the Company to
perform the annual audit for year ending December 31, 1999 and proposes the
ratification of such decision. A representative of Deloitte & Touche LLP is
expected to be present at the annual meeting. He or she will have the
opportunity to make a statement if he or she so desires to do so and will be
available to respond to appropriate shareholder questions.
KPMG LLP ("KPMG") served as independent accountants of the Company for
the year ended December 31, 1998. On April 22, 1999, the Company dismissed KPMG
as its independent accountants. This decision was approved by the Board of
Directors upon recommendation of the Audit Committee. There have been no
disagreements with KPMG on any matter of accounting principles or practices,
financial statement disclosure or auditing scope or procedure, or any reportable
events during the two most recent fiscal years and through April 22, 1999. Also,
KPMG's reports on the financial statements of the Company for the past two years
have contained no adverse opinion or disclaimer of opinion and was not qualified
or modified as to uncertainty, audit scope or accounting principles. No
representatives of KPMG are expected to be present at the annual meeting.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR RATIFICATION OF THE
SELECTION OF DELOITTE & TOUCHE LLP AS INDEPENDENT AUDITORS FOR THE COMPANY FOR
THE YEAR ENDING DECEMBER 31, 1999.
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SECTION 16(A)
BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
The Company's officers, directors and beneficial owners of more than
10% of any class of its equity securities registered pursuant to Section 12 of
the Securities Exchange Act of 1934 ("Reporting Persons") are required under
that Act to file reports of ownership and changes in beneficial ownership of the
Company's equity securities with the Securities and Exchange Commission. Copies
of those reports must also be furnished to the Company. Based solely on a review
of the copies of reports furnished to the Company pursuant to that Act, the
Company believes that during fiscal year ended December 31, 1998, all filing
requirements applicable to Reporting Persons were complied with, except that
Form 3 Initial Statements of Beneficial Ownership of Securities for Victor
Cisario, Peter Carley, Ken Ash and Stephan Sigaud, Officers of the Company,
which were due on November 10, 1998, were filed on November 19, 1998.
SHAREHOLDERS PROPOSAL
Shareholders who wish to present proposals for action at the 2000
Annual Meeting of Shareholders should submit their proposals in writing to the
Secretary of the Company at the address of the Company set forth on the first
page of this Proxy Statement. Proposals must be received by the Secretary no
later than January 19, 2000 for inclusion in next year's proxy materials.
Shareholders who intend to present a proposal at the Company's 2000 Annual
Meeting of Shareholders without inclusion of such a proposal in the Company's
proxy materials are required to provide notice of such proposal to the Company
no later than April 11, 2000. The Company reserves the right to reject, rule out
of order, or take appropriate action with respect to any proposal that does not
comply with these and other applicable requirements.
ANNUAL REPORT TO SHAREHOLDERS
The Annual Report to Shareholders of the Company for the year ended
December 31, 1998, including audited financial statements, has been mailed to
the shareholders concurrently herewith, but such report is not incorporated in
this Proxy Statement and is not deemed to be a part of the proxy solicitation
material.
OTHER MATTERS
The Board of Directors of the Company does not know of any other
matters that are to be presented for action at the Annual Meeting of
Shareholders. If any other matters are properly brought before the meeting or
any adjournment thereof, the persons named in the enclosed proxy will have the
discretionary authority to vote all proxies received with respect to such
matters in accordance with their best judgments.
By Order of the Board of Directors
--------------------
Victor L. Cisario, Secretary
New York, New York
May 27, 1999
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<PAGE>
SHAREHOLDERS ARE URGED TO SPECIFY THEIR CHOICES, DATE, SIGN AND RETURN THE
ENCLOSED PROXY IN THE ENCLOSED ENVELOPE. PROMPT RESPONSE IS HELPFUL AND YOUR
COOPERATION WILL BE APPRECIATED.
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EXHIBIT A
---------
CERTIFICATE OF AMENDMENT
TO THE
CERTIFICATE OF INCORPORATION
OF
FIND/SVP, INC.
UNDER SECTION 805 OF THE
BUSINESS CORPORATION LAW
------------------------
The undersigned, being the President and Secretary, respectively, of
FIND/SVP, Inc. (the "Corporation"), pursuant to Section 805 of the New York
Business Corporation Law, do hereby certify as follows:
FIRST: The name of the Corporation is FIND/SVP, INC. and the name under
which it was formed is Information Clearing House, Inc.
SECOND: The Certificate of Incorporation of the Corporation was
originally filed by the department of state on November 10, 1969.
THIRD: The Certificate of Incorporation of the Corporation, as now in
full force and effect, is hereby amended as authorized by Section 801 of the New
York Business Corporation Law to (a) change the _____________ shares of common
stock, par value $.0001 per share, presently issued and outstanding into
____________ shares of common stock, par value $.0001 per share, on the basis of
one share of common stock, par value $.0001 per share, for each ________ shares
of common stock, par value $.0001 per share, presently issued and outstanding,
and (b) reduce the stated capital by virtue of such change. The presently
authorized but unissued ________ shares of Common Stock, par value $.0001 per
share, shall not be changed but shall remain as authorized but unissued shares
of Common Stock, par value $.0001 per share, of the Corporation.
FOURTH: The stated capital of the Corporation is reduced from $________
to $________ by a change of issued shares under subparagraph (b)(11) of Section
801 of the New York Business Corporation Law.
FIFTH: The shares of common stock, par value $.0001 per share, which
are no longer issued and outstanding by virtue of the change effected hereby are
hereby cancelled and restored to the status of authorized but unissued shares.
SIXTH: This Certificate of Amendment to the Certificate of
Incorporation was authorized by vote
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<PAGE>
of a majority of the Board of Directors of the Corporation followed by vote of
the holders of a majority of all outstanding shares entitled to vote thereon at
a meeting of shareholders.
IN WITNESS WHEREOF, we have executed this Certificate in the name and
on behalf of FIND/SVP, Inc., on the ___ day of ________, 1999, and do affirm,
under the penalties of perjury, that the statements contained herein have been
examined and are true, correct and complete.
FIND/SVP, INC.
By:
----------------
Andrew P. Garvin
President
By:
-----------------
Victor L. Cisario
Secretary
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PROXY
FIND/SVP, INC.
625 AVENUE OF THE AMERICAS NEW YORK, NEW YORK 10011
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned, acknowledging receipt of the proxy statement dated May 27, 1999
of FIND/SVP, Inc., hereby constitutes and appoints Andrew P. Garvin and Victor
L. Cisario, and each or any of them, attorney, agent and proxy of the
undersigned, with full power of substitution to each of them, for and in the
name, place and stead of the undersigned, to appear and vote all the shares of
stock of FIND/SVP, Inc., standing in the name of the undersigned on the books of
said corporation on May 20, 1999 at the Annual Meeting of Shareholders of
FIND/SVP, Inc., to be held at the Hotel Inter-Continental, 111 E. 48 St., New
York City, New York, on July 9, 1999 at 9:15 a.m., New York City time, and any
and all adjournments thereof
When properly executed, this proxy will be voted as designated by the
undersigned. If no choice is specified, the proxy will be voted FOR the election
of directors and FOR the following proposals, which are set forth in the Proxy
Statement.
1. ELECTION OF DIRECTORS
[ ] FOR all nominees listed below (except as written in on the line below)
Andrew P. Garvin, Brigitte de Gastines, Howard S. Breslow, Frederick H.
Fruitman, Jean-Louis Bodmer, Eric Cachart.
[ ] WITHHOLD AUTHORITY
[ ] For ALL Nominees
[ ] For the individual(s) listed below (Instruction: To withhold authority to
vote for any individual nominee, please write in name on line below)
- --------------------------------------------------------------------------------
[ ] ABSTAIN
2. AMENDMENT TO THE COMPANY'S CERTIFICATE OF INCORPORATION TO EFFECT A ONE FOR
TWO, ONE FOR THREE, ONE FOR FOUR OR ONE FOR FIVE REVERSE STOCK SPLIT OF THE
ISSUED AND OUTSTANDING SHARES OF COMMON STOCK OF THE COMPANY, PAR VALUE $.0001
PER SHARE, EACH OF SUCH ALTERNATIVES TO BE APPROVED BY THE SHAREHOLDERS OF THE
COMPANY AND ONE, IF ANY, OF SUCH APPROVED ALTERNATIVES TO BE CHOSEN BY THE BOARD
OF DIRECTORS OF THE COMPANY
[ ] FOR [ ] AGAINST [ ] ABSTAIN
<PAGE>
3.PROPOSAL TO RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS INDEPENDENT
ACCOUNTANTS FOR THE YEAR ENDING DECEMBER 31, 1999.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
4.FOR SUCH OTHER MATTERS THAT MAY PROPERLY COME BEFORE THE MEETING AND ANY
ADJOURNMENTS THEREOF.
- -------------------------------------------------------------------------, 1999
Date
- --------------------------------------------------------------------------------
Signature
- --------------------------------------------------------------------------------
Signature, if held jointly
Please sign exactly as your name appears hereon. When shares are held by joint
tenants, both should sign. When signing as attorney, administrator, 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.
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY IN THE ENCLOSED
ENVELOPE.
