<PAGE>
Solicitation of Proxies
SCHEDULE 14A
[40,151] Information Required in Proxy Statement
Reg. 240.14a-101
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(z) of the Securities Exchange Act of
1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to 240.14a-11(c) or 240.14a-12
- --------------------------------------------------------------------------
ATARI CORPORATION
1196 Borregas Avenue
Sunnyvale, California 94089
- --------------------------------------------------------------------------
ATARI CORPORATION
Payment of Filing Fee(Check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3)
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
[ ] 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.
<PAGE>
ATARI CORPORATION
1196 Borregas Avenue
Sunnyvale, California 94089
____________________________________
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON JUNE 17, 1994
To the Shareholders of
ATARI CORPORATION
The Annual Meeting of Shareholders of Atari Corporation ("the Company")
will be held on Friday, June 17, 1994 at 2:00 P.M.. (PST) at the Company's
Meeting Room at 1196 Borregas Avenue, Sunnyvale, California 94089, for the
following purposes:
1. To elect a Board of Directors to serve for the ensuing year and
until their successors are elected.
2. To ratify the appointment of Deloitte & Touche as independent
auditors for the Company for the year ending December 31, 1994.
3. To transact such other business as may properly come before the
meeting or any adjournment thereof.
The foregoing items of business are more fully described in the Proxy
Statement accompanying this Notice. Only shareholders of record on the
Company's books at the close of business on April 23, 1994 will be entitled to
vote at the meeting.
All shareholders are cordially invited to attend the meeting.
Shareholders are requested to complete, date, sign and return the enclosed
proxy cards as promptly as possible in the postage prepaid envelope enclosed
for that purpose. The giving of such proxy will not affect your right to vote
in person should you decide to attend the meeting.
By Order of the Board of Directors
Dated: April 29, 1994 Adron Beene, Secretary
\proxy\4mtg425
<PAGE>
ATARI CORPORATION
1196 Borregas Avenue
Sunnyvale, California 94089
_______________________________________
PROXY STATEMENT
_______________________________________
Annual Meeting of Shareholders
June 17, 1994
SOLICITATIONS OF PROXIES
This proxy statement is furnished in connection with the solicitation
of proxies by the Board of Directors of Atari Corporation, a Nevada corporation
("the Company"), for use for the purposes set forth herein and in the
accompanying Notice at the Annual Meeting of Shareholders to be held on Friday
June 17, 1994 at 2:00 P.M. at the Company's Meeting Room, 1196 Borregas Avenue,
Sunnyvale, California 94089, and all adjournments and postponements thereof
("the Meeting").
This proxy statement and the accompanying form of proxy were first
mailed to shareholders entitled to notice and vote at the Meeting on or about
May 20, 1994.
The cost of preparing, assembling and mailing this Notice of Annual
Meeting of Shareholders, Proxy Statement and forms of proxy and the
solicitation of proxies will be paid by the Company. In addition to this
solicitation, proxies may be solicited in person or by telephone or telegraph
by Directors, officers, employees or agents of the Company who will not receive
any additional compensation for such solicitation. The Company will furnish
proxy materials to brokers, fiduciaries or custodians holding shares in their
names that are beneficially owned by others, to permit them to forward such
materials to such beneficial owners. The Company will reimburse brokers or
other persons holding stock in their names or the names of their nominees for
the expenses of forwarding soliciting material to their principals.
REVOCABILITY OF PROXIES
The enclosed Proxy is revocable at any time before its use by delivery
to the Company of a written notice of revocation or a duly executed Proxy
bearing a later date. If a person who has executed and returned a Proxy is
present at the meeting and wishes to vote in person, he or she may elect to do
so and thereby suspend the power of the proxy holders to vote his or her Proxy.
VOTING
The close of business on April 23, 1994 has been fixed as the record
date for the determination of shareholders entitled to notice of and to vote at
the Meeting. On that date, there were 58,796,662 shares of the Company's
Common Stock outstanding. Each shareholder of record on the record date is
entitled to one vote for each share of Common Stock held by such shareholder on
any matter that may be presented for consideration and action by the
shareholders at the Meeting. In the election of Directors, those Directors and
nominees receiving the most votes cast (provided a quorum is present) will be
elected. Any other action shall be authorized by a majority of the votes cast
at the Meeting, provided a quorum is present. Shareholders are not permitted
to cumulate their votes in the election of Directors.
CERTAIN OWNERSHIP OF COMMON STOCK
The following table sets forth information, as of April 23, 1994, with
respect to beneficial ownership of Common Stock (a) by persons known by the
Company to be the beneficial owners of more than 5% of the outstanding Common
Stock, (b) by each director or nominee, (c) each executive officer, and (d) by
all directors and executive officers of the Company as a group.
<TABLE>
<CAPTION>
Amount and Percent of
Nature of Outstanding
Name of Beneficial Owner(1) Beneficial Ownership Common Stock(1)
<S> <C> <C>
Jack Tramiel 12,641,026 (2) 21.5%
Time Warner, Inc. (formerly
Warner Communications, Inc.) 15,770,000 (3) 26.8%
Leonard Tramiel 5,154,096 (7) 8.8 %
Sam Tramiel 5,078,989 (4) 8.6%
Garry Tramiel 4,822,194 8.2%
Leonard I. Schreiber 197,400 (5) --
August J. Liguori 97,000 --
Michael Rosenberg 25,000 (6) --
Adron Beene -0- --
Richard Miller -0- --
Laurence Scott -0- --
All directors and officers
as a group (11 persons) 23,193,511 39.4%
</TABLE>
(1) Percentage information is omitted for those individuals whose shares
beneficially represent less than 1% of the outstanding shares of the Company's
Common Stock.
(2) The address of Mr. Jack Tramiel is 1196 Borregas Avenue, Sunnyvale,
California 94089. The number of shares indicated as beneficially owned by Mr.
Jack Tramiel includes shares held jointly by Jack and Helen Tramiel, his wife.
This number excludes an aggregate of 463,044 shares held by five other family
members, as to which Mr. Jack Tramiel disclaims beneficial ownership.
(3) The address of Time Warner Inc. is 75 Rockefeller Plaza, New York, New
York 10019. The Company sold an additional 1,500,000 shares of common stock to
Time Warner Inc. at a price of $8.50 per share. The Company also issued 70,000
shares of common stock to Atari Games Corporation, a subsidiary of Time Warner
Inc. to extinguish accrued royalty liabilities and minimum guarantees. These
transactions closed on April 19, 1994.
(4) Does not include 140,124 shares held in trust for Mr. Sam Tramiel's
three minor children, as to which Mr. Tramiel disclaims beneficial ownership.
Does not include 40,000 shares owned by Tziporah Tramiel, Mr. Tramiel's wife,
as to which Mr. Tramiel disclaims beneficial ownership.
(5) Does not include 7,500 shares owned by Ellen W. McBride and 5,000
shares owned by Laurie L. Baker, daughters of Mr. Schreiber, as to which Mr.
Schreiber disclaims beneficial ownership.
(6) In addition, Mr. Rosenberg owns $100,000 par value of Atari 5.25%
Convertible Subordinated Debentures.
(7) Does not include 40,000 shares owned by Preeva Tramiel, wife of Leonard
Tramiel, as to which Mr. Tramiel disclaims beneficial ownership.
ELECTION OF DIRECTORS
The Company's directors are to be elected at each annual meeting of
shareholders. At this Meeting, five directors will be elected to serve until
the next annual meeting of shareholders and until their successors are elected
and qualified. The nominees for election as directors at this Meeting are set
forth in the table below. All are incumbent directors who have served as such
during the last fiscal year. Each of the nominees has consented to serve as
director if elected.
In the event that any of the nominees for directors should become
unable to serve if elected, it is intended that shares represented by proxies
which are executed and returned will be voted for such substitute nominee(s) as
may be recommended by the Company's existing Board of Directors. To the best
of the Company's knowledge, all nominees are and will be available to serve.
Nominee Age Position(s) with the Company
Jack Tramiel 65 Chairman of the Board
Sam Tramiel 44 Director, President and Chief Executive Officer
August J. Liguori 42 Director, Chief Financial Officer and Treasurer
Leonard Schreiber 79 Director
Michael Rosenberg 66 Director
Jack Tramiel founded the Company in May 1984 and has served as its Chairman
and, until May 1988, Chief Executive Officer. Mr. Tramiel is the father of
Sam, Leonard, and Garry Tramiel.
Sam Tramiel has been President and a Director of the Company since June 1984
and became Chief Executive Officer in 1988.
August J. Liguori joined the Company in April 1986 as Vice President -
Administration, Atari U.S. Corp. Mr. Liguori served as Vice President and
General Manager, Atari U.S. Corp. from October 1986 to October 1989; as Vice
President, Atari Corporation, October 1989 to October 1990; and as Vice
President - Finance, Treasurer, Chief Financial Officer since October 1990.
Leonard I. Schreiber has been a Director of the Company since its formation in
1984 and served as a Vice President and Secretary of the Company from its
formation through 1986. He is a partner of Schreiber & McBride, which serves
as General Counsel to the Company.
Michael Rosenberg was elected to the Company's Board of Directors in May 1987.
Mr. Rosenberg has been Chairman and Chief Executive Officer of Ross & Roberts,
Inc. since he acquired that company from the Bemis Company, Inc. in September
1987. Prior to this, he was employed by Ross & Roberts, Inc. He is a
Certified Public Accountant.
Director Fees
The outside directors, Michael Rosenberg and Leonard Schreiber, are
paid $500.00 per meeting. Each outside director has 25,000 options.
Board Meetings and Committees
The Company's Board of Directors met four times during 1993. Each
director attended at least 75% in aggregate of the meetings of the Board of
Directors and of the Committees on which such director served during the year.
The Company seeks potential nominees for Board membership in various ways and
will consider suggestions submitted by shareholders. Any such shareholder
suggestion should be submitted, in writing, to the Secretary of the Company at
the above address.
The Board has the following Committees:
Executive Committee The members are: Jack Tramiel, Sam Tramiel, and August
Liguori. The Committee met two times during the year. The Executive Committee
reviews and recommends to the Board of Directors action on major business
activities of the Company.
Audit Committee The members are: Leonard I. Schreiber and Michael Rosenberg.
The Committee met once during the year. The Audit Committee is primarily
responsible for approving the services performed by the Company's independent
auditors and for reviewing and evaluating the Company's accounting principles
and its system of internal accounting controls.
Compensation & Stock Option Committee The members are: Jack Tramiel, Leonard
I. Schreiber and Michael Rosenberg. The Committee met once during the year.
The Compensation and Stock Option Committee reviews and approves the Company's
executive compensation policy and administers the Company's stock option and
restricted stock plan.
Management recommends voting "FOR" the election of Messrs. J. Tramiel, S.
Tramiel, A. Liguori, L. Schreiber and M. Rosenberg. Unless otherwise directed
by a shareholder, proxies will be voted "FOR" the election of such nominees.
EXECUTIVE OFFICERS OF THE COMPANY
The following table sets forth those executive officers of the Company
not set forth above as Directors:
Name Age Position(s) with the Company
Adron Beene 34 Vice President - Legal and Secretary,
Atari Corporation since June 1993;
Corporate Counsel, Atari Corporation,
June 1987 to June 1993.
Richard Miller 31 Vice President - Technology, Atari
Corporation since May 1989; Director of
Research and Development, Atari
Corporation from February 1989; Managing
Director of Perihelion Ltd. from April
1987 to February 1989.
Laurence Scott 48 Vice President - Manufacturing
Operations, Atari Corporation since June
1993; President, Radofin from May 1978 to
November 1991.
Leonard Tramiel 38 Vice President - Advance Software
Development, Atari Corporation since
March 1991; Vice President-Software
Development, July 1984 to March 1991.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Leonard Schreiber, a director of the Company, was a member of the
Compensation Committee during 1993. He is not a present officer or employee
of the Company or any of its subsidiaries.
Michael Rosenberg, a director of the Company, was a member of the
Compensation Committee during 1993. He is not a present officer or employee of
the Company or any of its subsidiaries.
Jack Tramiel, a director of the Company, was a member of the
Compensation Committee during 1993. He was an employee of the Company during
1993.
COMPENSATION COMMITTEE REPORT OF EXECUTIVE COMPENSATION
General
How the Company compensates executives reflects how they -- and the
Company -- perform. But actually measuring performance is a complex subject,
and the Compensation Committee and the Board of Directors firmly believe that
the Company's shareholders are entitled to a detailed, clear explanation of
what is involved.
This report consists of three sections. First, the report discusses
the compensation philosophy of the Company. Simply stated, we believe in tying
pay to performance. Second, the report discusses the three elements which
comprise compensation -- salary, annual and long-term incentive compensation.
Third, the report discusses the Chief Executive Officer's compensation and how
his pay is tied to both his and the Company's performance.
Compensation Philosophy
The Company's compensation philosophy is designed to achieve a number
of results:
Provide a strong feeling and direct link between executive pay and
Company performance on behalf of its shareholders;
Attract, motivate and retain key executives;
Compensate executives for their successful long-term strategic
management of the Company; and
Establish compensation opportunities based on competitive levels among
comparably-sized companies.
Elements of Executive Compensation
Executives are compensated with a base salary, stock, stock option and
a bonus plan. This combination is intended to provide executives with a base
salary that is competitive in the industry with short-term incentives through a
bonus plan based on annual profitability, and long-term incentives based on the
value of stock through holdings or options. This plan means that while the
executives make a salary in the short run, they will primarily increase their
overall income by having a profitable company which will be reflected in the
Company's operations and financial condition and accordingly, the value of the
stock in the open market. In fact, because of the Company's poor performance,
the Compensation Committee reduced the base salaries of executives and other
highly paid employees worldwide during 1993. Consistent with its compensation
philosophy, the Committee granted stock options in proportion to the reduction
in salary. Total options granted were 182,250 at $0.875 which was the closing
price of the stock as traded on May 3, 1993 on the American Stock Exchange, the
effective date of the salary reductions. For 1994, those executives and
employees who received a salary reduction on May 3, 1993 may elect to 1) return
to their level of pay before May 3, 1993, 2) receive new options, the same
number as last year, but with an exercise price of $5.25 per option (the
options vest over one year, 25% per quarter), or 3) reinstate a portion of
their prior salary and receive proportionate options. The Company's Chairman of
the Board, Jack Tramiel, has elected to reduce his annual salary to $1.00 and
has been granted 87,500 stock options which vest in one year at the rate of 25%
per quarter and have an exercise price of $5.25.
Salary
Base salaries are generally positioned at approximately the Company's
perception of the market rate in the multimedia industry. Total compensation,
which includes base salary plus incentives, is positioned at the average of
general industry median pay levels. Both categories are used to ensure that if
the Company engages in any future executive recruitment, compensation
accurately reflects the marketplace.
Bonus Plan
The Company has a bonus plan whereby a bonus pool equal to 10% of the
yearly increase in after-tax profits, exclusive of extraordinary and
non-recurring items, is made available for distribution on a discretionary
basis. The Board of Directors feels that such a plan is necessary to attract
and keep qualified employees. In 1993, the Company incurred a loss and
therefore there was no bonus pool or bonus payments in the year. Since the
Company has made no distribution under this plan, the Compensation Committee
has not formalized performance standards and related distribution.
Chief Executive Officer Compensation
As already discussed, the Company's executive compensation program is
based on performance. The Chief Executive Officer's total 1993 compensation
was designed to be equal to the multimedia industry median pay levels. Along
with other highly paid officers and employees, Mr. Sam Tramiel's base salary
was reduced by $50,000 and he was granted 25,000 stock options at an exercise
price of $0.875 as an incentive to improve the Company's future performance.
During 1994, Mr. Tramiel has elected to forgo reinstatement of his prior
salary, as offered to the other highly paid officers and employees, and will
receive 25,000 options at an exercise price of $5.25 per share.
COMPENSATION COMMITTEE
Jack Tramiel
Leonard I. Schreiber
Michael Rosenberg
Comparison of Five Year Cumulative Total Return
Between Atari Corporation, AMEX Composite Index and Chips & Technology,
Inc.
Cumulative Total Return
1988 1989 1990 1991 1992 1993
Atari Corp $100 $153 $31 $27 $21 $102
AMEX $100 $124 $101 $129 $130 $156
CHIPS $100 $136 $55 $58 $34 $49
Percent Annual Change
1988 1989 1990 1991 1992 1993
Atari Corp $100 53% -80% -14% -21% 384%
AMEX $100 24% -18% 28% 1% 20%
CHIPS $100 36% -60% 7% -42% 44%
Note: Graph of comparison filed on form SE.
Selection of Peer Company
During 1993, the Company's principal products were personal computers
and video games and related software which represented 67%and 33% respectively.
The Company does not believe it can reasonably identify a peer group and/or a
peer company because the Company's competition were in two different lines of
business, and therefore a fair comparison cannot be made. The Company does
consider itself to be in the development of technology and through this
development process, the Company is transitioning to a new line of business.
The Company feels that a fair peer comparison could be Chips & Technology, Inc.
which develops technology for similar lines of business for broader
applications, i.e., microprocessors and customized chips. In addition, Chips &
Technology has a similar market capitalization to the Company.
<TABLE>
SUMMARY COMPENSATION TABLE
ANNUAL COMPENSATION LONG TERM COMPENSATION
<CAPTION>
Other
Annual
Salary Bonus Compensation Options/
Name & Principal Position Year ($) ($) ($) SARs
<S> <C> <C> <C> <C>
Sam Tramiel 1993 166,346 no 239 25,000
Director, President 1992 207,692 no 306 --
and Chief Executive 1991 196,538 no 306 200,000
Officer
Richard Miller 1993 140,625 no 93 66,250
Vice President, 1992 150,000 no 108 --
Technology 1991 150,000 no 108 80,000
August J. Liguori 1993 134,856 no 175 36,250
Director, Chief 1992 155,769 no 206 --
Financial Officer 1991 150,000 no 204 --
Laurence Scott 1993 131,250 no 2,247 10,500
Vice President, 1992 24,231 no 684 50,000
Manufacturing & 1991 -0-
Operations
Jack Tramiel 1993 122,837 no 0 43,750
Chairman of 1992 175,000 no 0 --
the Board 1991 175,000 no 4,850 --
</TABLE>
The following table is a summary of the stock options of the Chief
Executive Officer and the four most highly compensated executive officers of
the Company as of December 31, 1993.
<TABLE>
<CAPTION>
Number of unexercised Value of unexercised in the
options/SARs at money options/SARs at
Fiscal year-end (#)(1) fiscal year-end($)(2)
<S> <C> <C> <C> <C>
NAME Exercisable Unexercisable Exercisable Unexercisable
Jack Tramiel 43,750 -0- $246,094 -0-
Sam Tramiel 105,000 120,000 $420,625 $420,000
August J. Liguori 11,250 25,000 $ 63,281 $ 87,500
Richard Miller 52,250 114,000 $136,125 $397,000
Laurence Scott 20,500 40,000 $109,063 $200,000
</TABLE>
__________________________________
1 These numbers represent only options granted; there are no stock appreciation
rights.
2 Value of underlying securities at year end, minus the exercise or base price.
Stock Options
In 1986, the Company adopted a stock option plan and restricted stock
plan which were amended at the Annual Meeting of Shareholders held on May 16,
1989. At December 31, 1993, options to purchase 1,194,183 shares of Common
Stock were outstanding under the Option Plan at an average exercise price of
$2.64 per share.
The Option Plan provides for the issuance of options to purchase up to
3,000,000 shares of Common Stock (less shares purchased under the Stock Plan,
if any) to such employees, directors and consultants of the Company and its
subsidiaries as the Board of Directors, or a committee appointed by the Board
of Directors to administer the Option Plan, may determine. Directors who are
not employees are not eligible to be granted options under the Option Plan.
The Board or its committee may grant either Incentive Stock Options (as defined
in the Internal Revenue Code of 1986, as amended) or non-statutory stock
options.
The Board of Directors of the Company of its committee determines the
number of shares to be subject to each option granted under the Option Plan,
when the option may be exercisable and the exercise price of the option, which
price in the case of Incentive Stock Options may not be less than 100% of the
fair market value of the Company's Common Stock on the date on which the option
is granted, and in the case of non-statutory stock options may not be less than
80% of the fair market value of the Company's Common Stock on the date on which
the option is granted. The following table sets forth information as to
options to purchase Common Stock granted to each of the five most highly
compensated executive officers.
<TABLE>
Option/SAR Grants in Last Fiscal Year
- -------------------------------------------------------------------------------------------
Potential Realizable
Value at Assumed
Annual Rates of
Stock Price
Appreciation for
Option Term
<CAPTION>
- -------------------------------------------------------------------------------------------
Number of % of Total
Securities Options/SARs
Underlying Granted To Exercise or
Options/SARs Employees Base Price Expiration
Name Granted # in Fiscal Year ($/Sh) Date 5% 10%
- -------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Sam Tramiel 25,000 5% $0.875 May-99 $29,315 $38,753
Richard Miller 11,250 2% $0.875 May-99 $13,192 $17,439
Richard Miller 50,000 9% $2.000 Jun-99 $134,010 $177,156
Richard Miller 5,000 1% $1.875 Jun-99 $12,563 $16,608
August J. Liguori 11,250 2% $0.875 May-99 $13,192 $17,439
August J. Liguori 25,000 5% $3.000 Jun-99 $100,507 $132,867
Laurence Scott 10,500 2% $0.875 May-99 $12,312 $16,276
Jack Tramiel 43,750 8% $0.875 May-99 $51,301 $67,818
</TABLE>
CERTAIN TRANSACTIONS
Loans were outstanding from the following directors and executive
officers of the Company and are repayable on demand:
Purpose Highest Outstanding
Name of Loan During Year April 24, 1994 Rate
Richard Miller House Loan $145,000 $145,000 7%
August J. Liguori Personal Loan $111,000 $ 76,000 7%
In May 1993, Jack Tramiel sold 4,000,000 shares of Atari common stock
to each of his sons: Sam Tramiel, Leonard Tramiel, and Garry Tramiel, for a
total of 12,000,000 shares. The sales price was 15/16 ($0.9375) per share. The
stock is restricted and may only be sold if registered or the transaction is
exempt from securities regulations. The stock is pledged as collateral for
interest bearing promissory notes issued by each son.
SHAREHOLDER PROPOSALS
Shareholders intending to offer proposals for consideration at the
Company's 1995 Annual Meeting of Shareholders must deliver the proposal to the
Company by November 10, 1994 to be included in its proxy statement and form of
proxy relating to that meeting. Such proposals must comply with applicable
corporation laws and with regulations of the Securities and Exchange Commission
with respect to matters which may properly be submitted for action by the
shareholders, and should be addressed to the Secretary of the Company at 1196
Borregas Avenue, Sunnyvale, California 94089.
RATIFICATION OF APPOINTMENT OF AUDITORS
Deloitte & Touche has served as the Company's independent auditors
since 1984. The Board of Directors has again selected such firm to audit the
financial statements of the Company for the year ending December 31, 1994 and
submits this selection for shareholder approval. If the shareholders reject
this selection, the Board will consider other firms of independent auditors. A
representative of Deloitte & Touche will be present at the Annual Meeting and
may make a statement and respond to appropriate shareholder questions.
Management recommends voting "FOR" the election of Deloitte & Touche as
auditors. Unless otherwise directed by a shareholder, proxies will be voted
"FOR" the election of Deloitte & Touche as independent auditors.
ANNUAL REPORTS
The company will use its Annual Report on Form 10-K, which is filed
with the Securities and Exchange Commission, as its Report to Shareholders for
the fiscal year-ended December 31, 1993. Such report is being mailed to
shareholders with the proxy materials; however, such report is not incorporated
in this Proxy Statement and shall not be deemed to be a part of the Proxy
solicitation material.
OTHER BUSINESS AND DIRECTOR NOMINATIONS
At the time of the preparation of this Proxy Statement, the Company's
Board of Directors had not been informed of any other matters which would be
presented for action at the Annual Meeting. If any other matters are properly
presented, the person named in the accompanying form of Proxy will vote or
refrain from voting in accordance with his or her best judgment.
By Order of the Board of Directors
Adron Beene, Secretary
