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The Exclusive Airborne Health Care Company Since 1980
Air Methods Corporation
Denver/Centennial Airport
NASDAQ/NMS:AIRM
May 16, 2000
TO THE STOCKHOLDERS OF AIR METHODS CORPORATION:
You are cordially invited to attend the 2000 Annual Meeting of Stockholders of
Air Methods Corporation to be held on Tuesday, June 13, 2000, at the Holiday
Inn, 7770 South Peoria Street, in Englewood, Colorado, at 1:30 p.m., Mountain
Daylight Savings Time.
The purpose of the Annual Meeting is to consider and vote upon (1) the election
of Messrs. Ralph J. Bernstein and Lowell D. Miller, Ph.D., to Class III
directorships; (2) a proposed amendment to the Air Methods Corporation Employee
Stock Option Plan (the "Plan") to provide that the number of shares authorized
for issuance be increased from 2,500,000 to 3,500,000. We will allow time at
the meeting to review 1999 accomplishments and goals for the future.
Attached is the Notice of Annual Meeting and Proxy Statement which we request
you read carefully. A Proxy is also enclosed for your convenience and is
accompanied by the 1999 Annual Report.
Our record stockholders, those who directly hold a stock certificate, may vote
shares electronically or telephonically through our transfer agent, American
Stock Transfer and Trust Company, via the internet address WWW.VOTEPROXY.COM or
-----------------
by telephoning 1-800-PROXIES. Stockholders whose shares are held in an account
with a broker-dealer may have one or both options, dependent upon that
broker-dealer's technology. If you have access to alternative voting methods,
you will find instructions printed on the enclosed Proxy. Proxies not containing
such instructions must be voted by mail. Please respond promptly to the Proxy
regardless of which voting method you use. Attendees of the Annual Meeting may
vote their shares personally whether or not the Proxy is previously submitted.
Thank you for your consideration.
FOR THE BOARD OF DIRECTORS,
George W. Belsey
Chairman of the Board
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PLEASE RESPOND PROMPTLY TO THE ENCLOSED PROXY TO ENSURE THAT YOUR SHARES ARE
VOTED. IF RESPONDING BY REGULAR MAIL, PLEASE VERIFY THE PROXY IS SIGNED AND
DATED. A BUSINESS REPLY ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE. NO POSTAGE IS
REQUIRED IF YOU MAIL THIS PROXY ANYWHERE IN THE UNITED STATES.
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<PAGE>
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<PAGE>
The Exclusive Airborne Health Care CompanySince 1980
Air Methods Corporation
Denver/Centennial Airport
NASDAQ/NMS:AIRM
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JUNE 13, 2000
TO THE STOCKHOLDERS OF AIR METHODS CORPORATION:
The 2000 Annual Meeting of Stockholders of Air Methods Corporation, a Delaware
corporation (the "Company"), will be held at the Holiday Inn, 7770 South Peoria
Street, in Englewood, Colorado, at 1:30 p.m., Mountain Daylight Savings Time, on
Tuesday, June 13, 2000, for the purpose of considering and voting upon the
following:
1. To elect two directors, Messrs. Ralph J. Bernstein and Lowell D. Miller,
Ph.D., to Class III directorships of the Company to serve until the Annual
Meeting of Stockholders in the year 2003;
2. To approve an amendment to the Air Methods Corporation Employee Stock
Option Plan (the "Plan") to provide that the number of shares authorized
for issuance be increased from 2,500,000 to 3,500,000;
3. Transact such other business as may properly come before the meeting or any
adjournment or postponement thereof.
The Board of Directors of the Company has fixed the close of business on
Tuesday, April 25, 2000 as the Record Date for the determination of stockholders
entitled to notice of and to vote at this meeting. The Company's list of
registered stockholders will be available at the Company's corporate office
commencing Friday, June 9, 2000, for review by interested parties. The list will
also be available at the Annual Meeting, and all stockholders are cordially
invited to attend the meeting.
BY ORDER OF THE BOARD OF DIRECTORS:
Aaron D. Todd
Secretary
May 16, 2000
Englewood, Colorado
<PAGE>
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<PAGE>
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JUNE 13, 2000
SOLICITATION AND REVOCATION OF PROXIES
This statement is furnished in connection with a solicitation of Proxies by
the Board of Directors of Air Methods Corporation (the "Company") for use at the
2000 Annual Meeting of Stockholders (the "Annual Meeting") to be held on
Tuesday, June 13, 2000, at 1:30 p.m., Mountain Daylight Savings Time, at the
Holiday Inn, 7770 South Peoria Street, in Englewood, Colorado. Proxies so given
may be revoked at any time before being voted by submitting a written revocation
to the Secretary of the Company, by executing another valid Proxy bearing a
later date, or by attending the meeting and voting in person.
Properly executed and dated Proxies received by 1:30 p.m. on June 13, 2000
will be voted in accordance with the instructions therein. If no instructions
are given, the shares represented by the Proxy will be voted FOR the election of
Messrs. Ralph J. Bernstein and Lowell D. Miller, Ph.D., nominees for directors,
and FOR approval of all other proposals. The persons named as Proxies will have
discretionary authority to vote all Proxies with respect to additional matters
that are presented properly for action at the Annual Meeting. The approximate
date of mailing these Proxy materials is May 16, 2000.
The Company intends to request banks, brokerage houses, custodians,
nominees and other fiduciaries to forward copies of these Proxy materials to
those persons for whom they hold shares. In addition to solicitation by mail,
certain officers and employees of the Company, who will receive no compensation
for their services other than their regular salaries, may solicit Proxies in
person or by telephone, electronic mail, or facsimile transmission. The cost of
preparing, assembling, mailing, and soliciting Proxies and other miscellaneous
expenses related thereto will be borne by the Company.
VOTING RIGHTS
Only holders of shares of the Company's Common Stock, par value
$.06 per share ("Common Stock"), at the close of business on April 25, 2000, the
Record Date determined by the Board of Directors, may vote at the Annual
Meeting. On that date, the Company had outstanding and entitled to vote
8,286,258 shares of Common Stock. Each share of Common Stock is entitled to one
vote on the matters listed in the Notice of Annual Meeting. A quorum of
one-third of the shares outstanding and entitled to vote is required to vote on
matters before the Annual Meeting. A majority of the votes present in person or
by Proxy is required to approve all matters brought before the stockholders.
Abstentions and broker non-votes are counted for purposes of determining the
presence or absence of a quorum for the transaction of business. Abstentions and
broker non-votes are not tabulated for any purpose in determining whether a
proposal has been approved.
ANNUAL REPORT
The Company is also mailing with this Proxy Statement its Annual Report to
Stockholders for the year ended December 31, 1999, which includes financial
statements as filed with the Securities and Exchange Commission on Form 10-K for
the same period. The Company will furnish a copy of the Form 10-K to any
stockholder free of charge, and will furnish a copy of any exhibit to the Form
10-K upon payment of the Company's reasonable expenses in furnishing such
exhibit(s). Interested parties may request a copy of the Form 10-K or any
exhibit thereto from the Secretary of the Company at the Company's principal
executive offices, 7301 South Peoria Street, Englewood, Colorado 80112.
<PAGE>
ELECTION OF DIRECTORS
The Company's Board of Directors is currently comprised of nine directors,
divided among three classes, with four directors in Class I, three directors in
Class II, and two directors in Class III. Class III directors' terms will expire
at the 2000 Annual Meeting of Stockholders to be held on June 13, 2000; Class I
directors hold office for a term expiring at the 2001 Annual Meeting of
Stockholders; and the Class II directors hold office for a term expiring at the
2002 Annual Meeting of Stockholders.
During fiscal 1999, ten of the authorized eleven Board positions were
filled. Effective May 7, 1999, Mr. Joseph Bernstein resigned his position with
the Board of Directors decreasing the number of Class III directors from three
to two and decreasing the number of directors to nine. The Board is currently
evaluating the desirability of filling the vacancy but has not yet made a final
determination.
The nominees for election as directors to Class III to serve for a
three-year term expiring at the 2003 Annual Meeting of Stockholders are Ralph J.
Bernstein and Lowell D. Miller, Ph.D. Unless voted otherwise, all shares
represented by a Proxy given pursuant to this solicitation will be voted FOR the
election of Ralph J. Bernstein and Lowell D. Miller, Ph.D., to serve as Class
III directors. See "Directors and Executive Officers" for biographical
information for each director nominee.
THE BOARD OF DIRECTORS RECOMMENDS
A VOTE IN FAVOR OF THE DIRECTOR NOMINEES.
DIRECTORS AND EXECUTIVE OFFICERS
Summary information concerning the Company's directors and executive
officers is set forth below:
<TABLE>
<CAPTION>
CLASS/YEAR
TERM AS
DIRECTOR
NAME AGE POSITION EXPIRES(1)
- ---- --- -------- -----------
<S> <C> <C> <C>
George W. Belsey 60 Chairman of the Board and Chief Executive Officer I/2001
Ralph J. Bernstein 41 Director III/2000*
Liam F. Dalton 39 Director I/2001
Samuel H. Gray 62 Director II/2002
MG Carl H. McNair, Jr. (Ret.) 65 Director I/2001
Lowell D. Miller, Ph.D. 66 Director III/2000*
Roy L. Morgan 64 Co-Founder and Director II/2002
Donald R. Segner 73 Vice-Chairman of the Board I/2001
Morad Tahbaz 44 Director II/2002
David Dolstein 51 President, Mercy Air Service, Inc. N/A
Maurice L. Martin, Jr. 52 Vice President, Air Medical Services N/A
Michael G. Prieto 44 Vice President, Products Division N/A
Aaron D. Todd 38 Secretary, Treasurer and Chief Financial Officer N/A
<FN>
_________________
* Director Nominee
(1) Refers to the calendar year in which the annual meeting of stockholders is
contemplated to be held and at which the term of the pertinent director
class shall expire.
</TABLE>
2
<PAGE>
MR. GEORGE W. BELSEY was elected Chief Executive Officer effective June 1,
1994, and has served as Chairman of the Company's Board of Directors since April
1994, having been appointed a director of the Company in December 1992. From
February 1992 to June 1994, Mr. Belsey served as Executive Vice President,
Professional Affairs, and the Chief Operating Officer of the American Hospital
Association, a large national trade association and advocacy group for hospitals
and health care organizations, where he was responsible for the association's
activities relating to hospital operations, including medical staff affairs,
nursing, health manpower, quality of care programs and hospital governance.
Prior to joining the American Hospital Association, Mr. Belsey served as Chief
Executive Officer and Executive Director of the University of Utah Hospital and
Clinics, Salt Lake City, Utah (one of the Company's hospital customers) from
March 1989 to February 1992 and was Chief Operating Officer from December 1983
to March 1989. He is a former Vice President of Northwestern Memorial Hospital,
Chicago, and has held administrative positions at Rush-Presbyterian-St. Luke's
Medical Center, Chicago, and MacNeal Memorial Hospital, Berwyn, IL. He received
his Bachelor's Degree in Economics from DePauw University in Greencastle,
Indiana, and holds a Master's Degree in Business Administration from George
Washington University, Washington, D.C.
MR. RALPH J. BERNSTEIN became a Director of the Company in February 1994.
Mr. Bernstein is a co-founder and General Partner of Americas Partners, an
investment and venture capital firm, and, since 1981 has been responsible for
the acquisition, renovation, development and financing of several million square
feet of commercial space. Mr. Bernstein started his career in agribusiness with
a large European multi-national trading and real estate development company,
where he was later responsible for that company's U.S. real estate activities.
He holds a Bachelor of Arts Degree in Economics from the University of
California at Davis.
MR. LIAM F. DALTON became a director of the Company in December 1996. He is
the Chief Executive Officer of Dalton & Pemberton Associates, an investment
management company. Mr. Dalton manages individual, institutional and profit
sharing portfolios and acts as the general partner of a U.S. limited
partnership, Spruce Partners, which is engaged in securities trading. Since
1991, Mr. Dalton has been a principal of Axiom Capital Management, Inc.
("ACMI"), a National Association of Securities Dealers, Inc. member firm
registered with the Securities and Exchange Commission as a broker-dealer. From
1983 through 1988, Mr. Dalton was a Managing Director at Bear, Stearns & Co. in
the Equities and Fixed Income Area. Mr. Dalton received his B.A. in Economics
from the University of Vermont in 1982.
MR. SAMUEL H. GRAY was appointed as a director of the Company in March
1991. Since 1989, he has been Chief Executive Officer of The Morris Consulting
Group, Inc., a health care industry consulting firm. From 1983 to 1989, Mr. Gray
served as President and Chief Executive Officer of Kalipharma, Inc., a
multi-source pharmaceutical company. From 1975 to 1983, Mr. Gray served as
Executive Vice President of Sales and Marketing for G.D. Searle and Company,
Inc. ("Searle") where he was responsible for pharmaceutical marketing, the
consumer products division of Searle, and Searle-Canada, Ltd. In addition, his
responsibilities included distribution, customer service, clinical research
management, licensing and acquisitions, public relations and worldwide strategic
marketing planning. He has served as a director of Searle; Searle Canada, Ltd.;
Kalipharma; Kali-Duphar, Inc.; and the National Association of Pharmaceutical
Manufacturers. He is a past member of the National Wholesale Druggist
Association's Industry Advisory Committee and has served on the Advisory Board
of Pharmaceutical Executive magazine. In 1959, Mr. Gray received a Bachelor of
Science Degree from the University of Florida.
MAJOR GENERAL CARL H. MCNAIR, JR. (RET.) was appointed to the Board of
Directors in March 1996 as a Class I director. In April 1999, General McNair
retired from his position as Corporate Vice President and President, Enterprise
Management, for DynCorp, a technical and professional services company
headquartered in Reston, Virginia, where he was responsible for the company's
core businesses in facility management, marine operations, test and evaluation,
administration and security, and biotechnology and health services. He currently
serves as Special Assistant to the President for government relations. From 1987
to 1990, General McNair was Vice President, Army Programs, with Burdeshaw
Associates, Ltd., a professional services firm in Bethesda, Maryland. For more
than 32 years he served the United States Army in Research and Development,
Infantry, and Army Aviation in both command and staff positions, including
Deputy for Aviation to the Assistant Secretary of the Army (Research,
Development and Acquisition), Aviation Officer, U.S. Army, and Commanding
General, U.S. Army Aviation Center. Achieving the rank of Major General, he
culminated his military career in 1987 as Chief of Staff, U.S. Army Training and
Doctrine Command, Fort Monroe, Virginia. A Master Aviator with commercial, fixed
wing, rotary wing, and multi-engine instructor ratings, his aerial combat
service spanned six campaigns in the Republic of Vietnam during which he accrued
over 1,500 combat flying hours serving as Commander to both an Assault
Helicopter Company and a Combat Aviation Battalion. General McNair's academic
credentials include a Bachelor of Science Degree in Engineering from the U. S.
Military Academy at West Point, and both a Bachelor Degree and Master's Degree
in Aerospace Engineering from Georgia Institute of Technology as well as a
Master of Science Degree in Public Administration from Shippensburg University.
For academic achievement in aerospace, McNair was elected to Sigma Gamma Tau, a
national honorary engineering fraternity.
3
<PAGE>
DR. LOWELL D. MILLER was named a director of the Company in June 1990.
Since 1989, Dr. Miller has been involved with various scientific endeavors
including a pharmaceutical consulting business. From 1973 to 1989, Dr. Miller
was employed by Marion Laboratories, Inc. ("Marion"), serving as Senior Vice
President - Research and Development (1987 - 1989), Vice President - Research
and Development (1977-1987), and Director of Scientific Affairs (1973-1977).
Until his retirement in late 1989, Dr. Miller was responsible for all research,
development and process development functions, new product opportunities and
management of clinical trials and regulatory affairs, and served as Marion's
Chief Scientist. He also served as a member of Marion's Board of Directors from
November 1981 to November 1982 and as an Advisory Director from November 1982 to
November 1983. The University of Missouri awarded Dr. Miller a Bachelor of
Science Degree in 1957 as well as a Master's Degree in Biochemistry in 1958 and
Biochemistry Doctorate Degree in 1960. Dr. Miller has been named Alumnus of the
Year by the University of Missouri in Columbia, Missouri.
MR. ROY L. MORGAN is one of the three founders of Air Methods-Colorado, and
was the President, Chief Executive Officer and a director from the inception of
Air Methods-Colorado in July 1980 until November 1991. In November 1991, he
became President and a director of the Company. Although he continues in his
capacity as a director, Mr. Morgan resigned as President effective December 31,
1994. Prior to his service with Air Methods-Colorado, Mr. Morgan was employed as
a helicopter pilot for Public Service Company of Colorado (1969-80), as director
of operations and chief pilot for Key Aviation (1964-69), and as quality control
supervisor on the Atlas missile program for Convair Astronautics (1960-64). Mr.
Morgan began his career at Boeing Airplane Company, involved in B-52
experimental development (1957-60). Mr. Morgan holds a number of pilot
certificates including Airline Transport Pilot for Airplane Multi-Engine Land,
Commercial Helicopter - Instrument Rated, Commercial Airplane for Land and Sea,
and Glider, as well as Flight Instructor for all of the above. He has more than
18,850 flight hours, 12,000 of them in helicopters. Mr. Morgan has a Bachelor of
Science Degree in Aviation Management from Metropolitan State College in Denver,
Colorado.
MR. DONALD R. SEGNER has served as a director of the Company since February
1992 and as Vice Chairman since April 1994. Mr. Segner has over 55 years of
aviation and transportation related experience in diversified positions
involving operational, flight testing, aircraft design and development and
senior managerial responsibilities. Entering the military service in 1943, he
was commissioned in the U.S. Marine Corps as a Naval Aviator in 1946. He served
in combat in Korea and later as a military test pilot. Mr. Segner accumulated
over 7,000 flight hours in over 150 types and models of aircraft. After entering
private industry in 1962, Mr. Segner served as Chief Test Pilot, Manager of
Advance Design and Program Manager of a major aerospace firm. In April 1981, Mr.
Segner was appointed by President Reagan to the Federal Aviation Administration
(FAA) as an Associate Administrator. With the advent of the Air Traffic
Controller's strike in September 1981, he was given the additional
responsibilities to develop, direct and control the process of allocating
airspace system use by all airlines and airspace system users. Following the
destruction of Korean Airline Flight 007 in 1983, he was further assigned to the
White House to head the investigation of the KAL 007 shoot down and to act as
Chief Delegate for the U.S.A. to the United Nations International Civil Aviation
Organization (ICAO) on this matter. Later he was assigned as the United States,
Chief of Delegation, by the Secretary of State, to negotiate an agreement, among
the U.S.A., USSR and Japanese governments, to improve and implement future air
travel safety along the North Pacific air routes. Mr. Segner has served as a
director on the Board of several aviation corporations, as an advisor to NASA,
and on the Advisory Board to the University of Southern California Institute of
Systems and Safety Management. He is a past president of the Society of
Experimental Test Pilots. Undergraduate education was received at the University
of the Pacific. Graduate work was performed at the U.S. Naval Post Graduate
School, Monterey (Aero) and the University of Southern California School of
Business. He is a graduate of the U.S. Navy Test Pilot School. Mr. Segner has
received numerous awards recognizing his contributions to the aviation
community, including the AIAA's Octave Chanute Award, the SETP's Kincheloe
Award, FAA Administrator's Award, the FAA Superior Achievement Gold Medal, and
the Distinguished Flying Cross for valor in combat. Mr. Segner is a Fellow in
the Society of Experimental Test Pilots.
4
<PAGE>
MR. MORAD TAHBAZ was elected to the Board of Directors in February 1994. He
is a co-founder and General Partner of Americas Partners, an investment and
venture capital firm. Mr. Tahbaz serves as a Managing Director of Americas Tower
Partners, the developer of Americas Tower, a one million square foot, 50-story
office tower in New York City. Since 1983, Mr. Tahbaz has also served as Senior
Vice President of The New York Land Company, a real estate acquisitions and
development firm. From 1980 to 1982, he was the Project Manager for Colonial
Seaboard, Inc., a residential development company in New Jersey. Mr. Tahbaz
received his Bachelor's Degree in Philosophy and Fine Arts from Colgate
University and attended the Institute for Architecture and Urban Studies in New
York City. He holds a Master's Degree in Business Administration from Columbia
University Graduate School of Business. Mr. Tahbaz lectured on real estate
development and finance at the Columbia Graduate School of Business from 1984 to
1988.
MR. DAVID L. DOLSTEIN joined the Company with the July 1997 acquisition of
the wholly owned subsidiary, Mercy Air Service, Inc. Mr. Dolstein's position as
President of Mercy Air Service is a continuation of his responsibilities
preceding the acquisition. Previous experience includes Executive Vice
President, Mercy Air Service, from January 1995 to December 1996. Before Mercy
Air Service, Rocky Mountain Helicopters, Inc. employed Mr. Dolstein in their Air
Medical Division from January 1981 through December of 1994. Positions included:
Executive Director; Vice President, Director of Marketing; Associate Director;
Regional Manager and Air Medical Pilot. Mr. Dolstein received a Bachelor of
Science degree in 1974 from Central Missouri State University with postgraduate
studies in industrial safety. His aviation background includes employment as a
pilot by Bell Helicopter International's Training Command, Isfahan, Iran (1975
to 1979) and United States Army Aviation (1967 to 1975).
MR. MAURICE L. MARTIN, JR. has served in several positions with Air Methods
since 1982 including Area Manager, pilot and most recently Vice President of the
Air Medical Services Division. Mr. Martin has 17 years of aviation management
experience and 12 years' experience in medical aircraft transport management.
Prior to joining Air Methods, Mr. Martin was a commercial helicopter pilot
(1979-82), an instructor pilot and standardization officer of the 102nd Air
Rescue and Recovery Squadron in New York (1975-79), and an aircraft commander in
the United States Air Force (1971-75). Mr. Martin holds pilot certificates
including Airline Transport Pilot for Helicopters and Certified Flight
Instructor for Helicopters. He has served as a FAA Check Airman and has over
4,100 flight hours, mostly in helicopters. Mr. Martin has a Bachelor of Science
Degree in International Affairs from the United States Air Force Academy (1970)
and a Master's Degree from Covenant Theological Seminary in St. Louis, Missouri
(1982).
MR. MICHAEL G. PRIETO was named Vice President of Engineering &
Manufacturing of the Company in January 1994 and subsequently Vice President of
the Products Division in June 1994. From 1988 to 1994, Mr. Prieto served in
various roles with General Dynamics/Lockheed Corp. but primarily as Manager of
Manufacturing Engineering for the F-16 Fighter program. From 1977 to 1988, he
was employed by John Deere Co. with management roles in engineering,
manufacturing, and marketing. Mr. Prieto received a Bachelor of Science degree
in 1977 from the University of Missouri. Mr. Prieto is a member of the American
Society of Mechanical Engineers, the Society of Manufacturing Engineers, the
American Production and Inventory Control Society, the American Management
Association, and the National Management Association.
MR. AARON D. TODD joined the Company as Chief Financial Officer in July of
1995 and was appointed Secretary and Treasurer during that same year. From 1994
to 1995, Mr. Todd served as Vice President of Finance of Centennial Media
Corporation, a Colorado publishing company, where he was responsible for all
financial and accounting functions. From 1986 to 1994, Mr. Todd was employed by
KPMG Peat Marwick, a certified public accounting firm, in Denver, Colorado. Six
of those years included serving on the Company's account in various capacities,
including Senior Manager. Mr. Todd holds a Bachelor of Science Degree in
Accounting from Brigham Young University.
5
<PAGE>
MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS
During 1999, the Board of Directors held four meetings. Each director
attended at least 75% of the aggregate of the number of meetings of the Board of
Directors and the number of meetings of committees on which he served during
1999, with one exception. Mr. Dalton, due to prior commitments, was unable to
achieve at least 75% attendance. The Board of Directors has established an
Audit Committee; Mergers and Acquisitions Committee; Compensation/Stock Option
Committee; and a Nominating Committee.
AUDIT COMMITTEE. The Audit Committee was comprised of Messrs. McNair
(chairman), R. Bernstein, and Segner. In addition to numerous communications and
telephonic conferencing, this Committee formally met four times during 1999. The
responsibilities of the Audit Committee are to review and make recommendations
to the Board on such matters as engagement of independent auditors and review of
annual audit.
MERGERS AND ACQUISITIONS COMMITTEE. The members of the Mergers and
Acquisitions Committee are Messrs. Tahbaz (chairman), R. Bernstein, and Morgan.
The Committee held two formal meetings in 1999, though substantial Committee
business was conducted via conference calls and written communiques. The Mergers
and Acquisitions Committee reviews and recommends new business proposals,
including joint ventures and proposed acquisitions.
COMPENSATION/STOCK OPTION COMMITTEE. Dr. Miller (chairman) and Mr. Gray
comprise the Compensation/Stock Option Committee. The Compensation/Stock Option
Committee, which met three times in 1999, is responsible for making
recommendations to the Board regarding compensation matters.
NOMINATING COMMITTEE. The Nominating Committee, which met once in 1999,
consists of Messrs. Segner (chairman), Morgan and Tahbaz. The Nominating
Committee provides committee membership recommendations to the Board, along with
changes to those committees, and considers nominations to the Board from
stockholders. Nominations for director may be made by any stockholder entitled
to vote in the election of directors generally, but only if written notice of
such stockholder's intent to make such nomination has been given to the
Secretary of the Company not later than (i) with respect to an election to be
held at an annual meeting of stockholders, 90 days prior to the anniversary date
of the immediately preceding annual meeting, and (ii) with respect to an
election to be held at a special meeting of stockholders for the election of
directors, the close of business on the tenth day following the date on which
notice of such meeting is first given to stockholders. Each such notice must set
forth the following: (a) the name and address of the stockholder intending to
make the nomination and of the person or persons to be nominated; (b)
representation that the stockholder is a holder of record of stock of the
Company entitled to vote and intends to appear in person or by proxy at the
meeting to make such nomination; (c) a description of all arrangements or
understandings between the stockholder and the nominee and any other person
pursuant to which the nomination is to be made by the stockholder; (d) such
other information regarding the nominee required to be included in a proxy
statement filed pursuant to the proxy rules of the Securities and Exchange
Commission; and (e) the consent of the nominee to serve as a director of the
Company if so elected. The presiding officer of the meeting may refuse to
acknowledge the nomination of any person not made in compliance with the
foregoing procedure.
DIRECTOR COMPENSATION
The Company has adopted compensation and incentive benefit plans to enhance
its ability to continue to attract, retain and motivate qualified persons to
serve as directors of the Company. It is the Company's policy to pay its
nonemployee directors an annual retainer of $8,000, plus $800 for each Board
meeting attended, $500 for each telephonic meeting, and $500 for each Board
committee meeting attended (with committee chairpersons receiving $750). Each
nonemployee director may elect to receive shares of Common Stock in lieu of cash
payments pursuant to the Company's Equity Compensation Plan for Nonemployee
Directors (discussed below). The Company also reimburses its nonemployee
directors for their reasonable expenses incurred in attending Board and
committee meetings. Messrs. Joseph Bernstein, Ralph Bernstein and Morad Tahbaz
have voluntarily waived all director fees to date and have received no direct
monetary compensation for their services as directors apart from customary
reimbursement of out-of-pocket expenses. Board members who are also officers do
not receive any separate compensation or fees for attending Board or committee
meetings.
6
<PAGE>
On November 5, 1999, the Compensation/Stock Option Committee recommended
the grant of 10,000 stock options each to Messrs. R. Bernstein, Gray, McNair,
Miller, Morgan, Segner, and Tahbaz. Mr. Roy Morgan also received 2,500 stock
options during the first quarter of 1999 for duties performed as an Executive
Flight Safety Officer.
The Nonemployee Director Stock Option Plan (the "Director Option Plan")
provides for option grants based upon the number of years that the nonemployee
director has served on the Board. A year of service is defined as a fiscal year
of the Company during which the nonemployee director served on the Board for the
entire fiscal year. On the final day of each fiscal year, each nonemployee
director in office on such date receives a five-year Option to purchase 5,000
shares, exercisable at the then-current fair market value of the Company's
Common Stock, providing the director served on the Board for the entire
preceding fiscal year. An aggregate of 300,000 shares of Common Stock are
authorized for issuance to nonemployee directors under the Director Option Plan.
As of December 31, 1999, and April 25, 2000, options to purchase a total of
190,000 shares of Common Stock were outstanding under the Director Option Plan.
The Company paid Mr. Morgan $37,263 in consulting fees for marketing
services provided to the Company during 1999 pursuant to a Consulting and
Non-Competition Agreement, entered into on November 10, 1994 (the "Morgan
Consulting Agreement"). The Morgan Consulting Agreement states that Mr. Morgan
will receive $74,526 annually in consulting fees for general consulting services
through July 1, 1999. In 1999 the agreement was amended to defer the final
semi-annual payment to January 2000 and extend the term of Mr. Morgan's
consulting services through December 2000. Pursuant to the Morgan Consulting
Agreement, the Company granted Mr. Morgan an option to purchase 200,000 shares
of Common Stock in exchange for all of his existing options. Finally, Mr. Morgan
agreed not to engage in any competing activity related to air medical services
during the term of the agreement.
COMPENSATION OF EXECUTIVE OFFICERS
The following table sets forth the cash compensation paid by the Company in
1999 to the Chief Executive Officer and each of the other executive officers
whose annual salary and bonus for 1999 exceeded $100,000. The table shows
compensation received during 1997, 1998, and 1999.
<TABLE>
<CAPTION>
ANNUAL COMPENSATION LONG TERM COMPENSATION
--------------------------- -------------------------
SECURITIES ALL OTHER
UNDERLYING COMPENSATION
NAME AND POSITION YEAR SALARY ($) BONUS ($) OPTIONS (#) ($)(1)
- ------------------------- ---- ---------- --------- ----------- ------------
<S> <C> <C> <C> <C> <C>
George W. Belsey 1999 190,000 47,500 250,000 4,750
Chairman and Chief 1998 189,999 -- -- 4,750
Executive Officer 1997 165,000 -- -- 3,960
David L. Dolstein 1999 135,000 27,000 75,000 3,375
President, Mercy Air 1998 135,000 -- -- 2,696
Service, Inc. 1997 54,487(2) -- 50,000 --
Maurice L. Martin, Jr. 1999 145,000 29,000 75,000 3,625
Vice-President, Flight 1998 145,000 -- -- 3,625
Services Division 1997 135,000 -- -- 3,240
Michael G. Prieto 1999 135,000 27,000 75,000 3,375
Vice-President, Products 1998 135,000 -- -- 3,317
Division 1997 115,000 -- -- 2,760
Aaron D. Todd 1999 135,000 27,000 75,000 3,375
Chief Financial Officer 1998 135,000 -- -- 3,375
Secretary and Treasurer 1997 116,192 -- 30,000 2,759
<FN>
(1) Consists of employer matching contributions under the Company's 401(k) Plan.
(2) Mr. Dolstein began his employment with the Company in July 1997.
</TABLE>
7
<PAGE>
EMPLOYMENT AGREEMENTS
In June 1994, the Company entered into an Employment Agreement with Mr.
Belsey for an initial term of five years, subject to successive one-year
extensions by written agreement of both parties. The Agreement may be terminated
by either party without cause upon 30 days' written notice and provides for a
severance payment equal to one year's base salary in the event of termination by
the Company without cause. During the term of employment and for a period of one
year following the termination of employment with the Company, Mr. Belsey may
not engage in any business which competes with the Company anywhere in the
United States.
The Company entered into an Employment Agreement with Mr. Dolstein
effective July 1997, for an initial term of one year, subject to successive
one-year extensions. The Agreement may be terminated by either party without
cause upon 30 days' written notice. In the event of termination by the Company
other than for cause, the Agreement provides for a severance payment to Mr.
Dolstein at his then current salary payable at the Company's regular payment
intervals for a period of one year following termination. During the term of
employment and for a period of one year following termination of employment with
the Company, Mr. Dolstein may not engage in any business which competes with the
Company anywhere in the United States.
In November 1991, the Company entered into an Employment Agreement with Mr.
Martin for an initial term of two years. Because the Agreement is subject to a
continuous renewal clause, the remaining term on any date for the Agreement is
two years. The Agreement may be terminated by either party without cause upon 90
days' written notice and provides for a severance payment equal to two years'
base salary in the event of termination by the Company without cause. During the
term of employment and for a period of two years following the termination of
employment with the Company, Mr. Martin may not engage in any business which
competes with the Company anywhere in the United States.
Effective December 1, 1993, the Company entered into an Employment
Agreement with Mr. Prieto for an initial term of one year, subject to successive
one-year extensions by written agreement of both parties. The Agreement may be
terminated by either party without cause upon 90 days' written notice and
provides for a severance payment in the event of termination by the Company
without cause equal to the balance of Mr. Prieto's salary due for the year of
any such termination. During the term of employment and for a period of two
years following the termination of employment with the Company, Mr. Prieto may
not engage in any business which competes with the Company anywhere in the
United States.
The Company entered into an Employment Agreement with Mr. Todd effective
July 10, 1995 for an initial term of one year, subject to successive one-year
extensions. The Agreement may be terminated by either party without cause upon
90 days' written notice. In the event of termination by the Company other than
for cause, the Agreement provides for a severance payment to Mr. Todd, payable
at the Company's regular payment intervals and at Mr. Todd's then current salary
for a period of one year following any such termination. During the term of
employment and for a period of two years following termination of employment
with the Company, Mr. Todd may not engage in any business which competes with
the Company anywhere in the United States.
STOCK OPTIONS
The Company has a Stock Option Plan (the "Employee Option Plan"), in which
all full-time employees, directors and consultants of the Company are eligible
to participate. As of April 25, 2000, options to purchase a total of 1,733,018
shares were outstanding under the plan. The Employee Option Plan currently
authorizes the grant of options to purchase an aggregate of 2,500,000 shares of
Common Stock. The Employee Option Plan provides for the grant of incentive stock
options, as defined in Section 422 of the Internal Revenue Code of 1986, as
amended (the "Code"), non-incentive stock options, stock appreciation rights and
supplemental bonuses.
8
<PAGE>
PROPOSED AMENDMENT TO EMPLOYEE OPTION PLAN
The Board of Directors has approved an amendment to the Employee Option
Plan which would increase the number of shares of Common Stock authorized under
the Employee Option Plan from 2,500,000 to 3,500,000 shares. The Board of
Directors believes that such amendment will be beneficial to the Company as it
will incorporate equity components into compensation arrangements while
permitting the Company greater flexibility to maximize cash available for
operations.
The Employee Option Plan, as amended, will not confer any additional
benefits upon any group of directors, officers, consultants nor employees other
than such qualified individuals or entities as the Board of Directors may
determine by appropriate action.
THE BOARD OF DIRECTORS RECOMMENDS
A VOTE IN FAVOR OF THE PROPOSED AMENDMENT TO THE EMPLOYEE OPTION PLAN.
The following table presents for fiscal year 1999 certain information
regarding stock options held by the named executive officers.
<TABLE>
<CAPTION>
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FY-END OPTION VALUES
NUMBER OF SECURITIES VALUE OF UNEXERCISED
SHARES UNDERLYING UNEXERCISED IN-THE-MONEY
ACQUIRED VALUE OPTIONS AT FY-END (#) OPTIONS AT FY-END ($)
NAME ON EXERCISE (#) REALIZED ($) EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE(1)
- ------------------- --------------- ------------ -------------------------- ----------------------------
<S> <C> <C> <C> <C>
George W. Belsey -- -- 300,000 / -0- 18,750 / -0-
David L. Dolstein -- -- 125,000 / -0- -0- / -0-
Maurice Martin, Jr. -- -- 110,000 / -0- 4,375 / -0-
Michael G. Prieto -- -- 125,000 / -0- 6,250 / -0-
Aaron D. Todd -- -- 125,669 / 10,000 4,001 / -0-
<FN>
(1) Amounts represent the fair market value of the underlying Common Stock
at December 31, 1999, of $3.125 per share less the exercise price.
</TABLE>
COMPENSATION COMMITTEE REPORT
The Compensation/Stock Option Committee (the "Committee") is responsible
for recommending and administering the Company's guidelines governing employee
compensation. The Committee evaluates the performance of management, recommends
compensation policies and levels, and makes recommendations concerning salaries
and incentive compensation.
COMPENSATION PHILOSOPHY. The Company's executive compensation program is
designed to attract and retain executives capable of leading the Company to meet
its business and development objectives and to motivate them to actions which
will have the effect of increasing the long-term value of stockholder investment
in the Company. The Committee considers a variety of factors, both qualitative
and quantitative, in evaluating the Company's executive officers and making
compensation decisions. These factors include the compensation paid by
comparable companies to individuals in comparable positions, the individual
contributions of each officer to the Company, and most important, the progress
of the Company towards its long-term objectives. At this point in the Company's
development, objectives against which executive performance is gauged include
the addition and retention of aeromedical service contracts, growth of its
independent services model and Products Division, and the securing of necessary
capital and financing to fund business expansion. Annual compensation for the
Company's executive officers for 1999 consisted of base salary and year-end
bonus.
COMPENSATION OF THE CHIEF EXECUTIVE OFFICER. Mr. Belsey assumed the Office
of Chairman and Chief Executive Officer of the Company on June 1, 1994. In
determining the compensation to be awarded to Mr. Belsey for his services to the
Company, the Committee considered salaries paid to chief executive officers at
competitive companies and the base salary initially set for Mr. Belsey in his
employment agreement.
9
<PAGE>
BASE SALARY. The base salary for each executive officer, including the
Chief Executive Officer, was established initially by the Committee pursuant to
written employment agreements. Base salaries are reviewed annually by the
Committee and adjusted based on the Committee's review of salaries paid to
executives at competitive companies, the particular executive officer's
performance and length of time in a certain position and the Company's financial
condition and overall performance and profitability.
The Committee recognized the significant accomplishments in fiscal year
1999 by the Company and its executive officers, inclusive of outstanding
financial performance of both growth and earnings. Taking into consideration the
aforementioned attainments and other factors such as date of last increase,
personal accomplishments, leadership qualities and relevant data from area
companies, the Committee acted in November 1999 to increase salaries of the four
employee/officers of Air Methods Corporation, with increases to be effective
January 1, 2000.
SECTION 162(M) COMPLIANCE.Under Section 162(m) of the Code, federal income
tax deductions of publicly traded companies may be limited to the extent total
compensation (including base salary, annual bonus, restricted stock awards,
stock option exercises and non-qualified benefits) for certain executive
officers exceeds $1 million in any one year. The Committee intends to design the
Company's compensation programs so that the total compensation paid to any
employee will not exceed $1 million in any one year.
Lowell D. Miller, Ph.D.
Samuel H. Gray
Members of the Compensation/Stock Option Committee
10
<PAGE>
STOCK PERFORMANCE GRAPH
The following graph compares the Company's cumulative total stockholder
return for the period from December 31, 1995 through December 31, 1999 against
the Standard & Poors 500 ("S&P 500") index and "peer group" companies in
industries similar to those of the Company. The S&P 500 is a widely used
composite index reflecting the returns of five hundred publicly traded companies
in a variety of industries. Peer Group Index returns reflect the transfer of the
value on that date of the initial $100 investment into a peer group consisting
of all publicly traded companies in SIC Group 4522: "Non-scheduled Air
Transport." The Company believes that this Peer Group is its most appropriate
peer group for stock comparison purposes due to the limited number of publicly
traded companies engaged in medical air or ground transport and because this
Peer Group contains a number of companies with capital costs and operating
constraints similar to those of the Company.
<TABLE>
<CAPTION>
TOTAL RETURN TO SHAREHOLDERS
ANNUAL RETURN PERCENTAGE
| YEARS ENDING DECEMBER
- ------------------------------------------|-------------------------------------
COMPANY NAME / INDEX | 1995 1996 1997 1998 1999
| ------ ------ ------ -----
<S> <C> <C> <C> <C> <C>
AIR METHODS CORP | 71.43 -16.67 30.00 -17.29 16.26
S&P 500 INDEX | 37.58 22.96 33.36 28.58 21.04
PEER GROUP | 20.67 62.74 -10.83 7.22 -7.06
</TABLE>
<TABLE>
<CAPTION>
INDEXED RETURNS
BASE |
PERIOD | YEARS ENDING DECEMBER
COMPANY NAME / INDEX DEC-94 | 1995 1996 1997 1998 1999
- --------------------------------- ------ ------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C> <C>
AIR METHODS CORP 100 | 171.43 142.86 185.71 153.60 178.57
S&P 500 INDEX 100 | 137.58 169.17 225.60 290.08 351.12
PEER GROUP 100 | 120.67 196.39 175.12 187.76 174.50
PEER GROUP
- --------------------------------------------------------------------------------
Companies with the sic code of 4522
</TABLE>
[TOTAL RETURN TO SHAREHOLDERS
GRAPHIC OMITTED]
11
<PAGE>
SECURITY OWNERSHIP OF PRINCIPAL STOCKHOLDERS AND MANAGEMENT
The following table sets forth, as of April 25, 2000, the beneficial
ownership of the Company's outstanding Common Stock: (i) by each person who owns
of record (or is known by the Company to own beneficially) more than 5% of the
Common Stock, (ii) by each director and named executive officer of the Company,
and (iii) by all directors and executive officers as a group.
<TABLE>
<CAPTION>
Number Percentage of
Name and Address of Shares Common Stock
- ------------------------------------------------------------ ------------- -------------
<S> <C> <C>
George W. Belsey 265,651 (1) 2.7
7301 South Peoria
Englewood, CO 80112
Joseph E. Bernstein 892,000 (2) 9.2
520 Madison Avenue
New York, NY 10022
Ralph J. Bernstein 1,007,500 (3) 10.4
520 Madison Avenue
New York, NY 10022
David L. Dolstein 141,787 (4) 1.3
1670 Miro Way
Rialto, CA 92376
Samuel H. Gray 43,229 (5) *
95 Madison Avenue
Morristown, NJ 07960
Maurice L. Martin, Jr. 3,497 (6) *
7301 South Peoria
Englewood, CO 80112
MG Carl H. McNair, Jr. (Ret.) 35,000 (7) *
2000 Edmund Halley Drive
Reston, VA. 22901
Lowell D. Miller, Ph.D. 66,499 (8) *
16940 Stonehaven
Belton, MO 64012
Roy L. Morgan 209,833 (9) 2.2
7301 South Peoria
Englewood, CO 80112
Michael G. Prieto 141,200(10) 1.5
7301 South Peoria
Englewood, CO 80112
12
<PAGE>
Donald R. Segner 55,250(11) *
290 Arch Street
Laguna Beach, CA 92651
Morad Tahbaz 475,500(12) 4.9
520 Madison Avenue
New York, NY 10022
Aaron D. Todd 99,618(13) 1.0
7301 South Peoria
Englewood, CO 80112
All Directors and Executive Officers as a group (13 persons) 2,244,564(14) 23.1
___________________
<FN>
* Less than one percent (1%) of Common Stock outstanding on April 25, 2000.
(1) Includes (i) 250,000 shares subject to stock options exercisable within 60
days; and (ii) 1,526 shares beneficially owned by Mr. Belsey in the
Company's 401(k) plan
(2) Includes (i) 300,000 subject to stock options exercisable within 60 days
owned by Americas Partners, of which Mr. J. Bernstein is a general partner;
(ii) 80,000 shares issuable upon the exercise of warrants; (iii) 20,000
shares subject to stock options exercisable within 60 days; and (iv)
492,000 shares owned of record by the JB Trust as to which shares Mr.
Bernstein exercises shared investment control.
(3) Includes (i) 300,000 subject to stock options exercisable within 60 days
owned by Americas Partners, of which Mr. R. Bernstein is a general partner;
(ii) 80,000 shares issuable upon the exercise of warrants; (iii) 30,000
shares subject to stock options exercisable within 60 days; and (iv) 75,500
shares owned by Mr. Bernstein's spouse.
(4) Includes (i) 125,000 shares subject to stock options exercisable within 60
days; and (ii) 14,787 shares beneficially owned by Mr. Dolstein in the
Company's 401(k) plan.
(5) Consists of (i) 3,229 shares owned of record and held by The Morris
Consulting Group, Inc., of which Mr. Gray is Chief Executive Officer and a
50% stockholder; and (ii) 40,000 shares subject to stock options
exercisable within 60 days.
(6) Consists of 3,497 shares beneficially owned by Mr. Martin in the Company's
401(k) plan.
(7) Consists of 35,000 shares subject to stock options exercisable within 60
days.
(8) Includes 13,999 shares owned by the Lowell D. Miller Trust as to which Dr.
Miller has shared voting and investment power and 50,000 shares subject to
stock options exercisable within 60 days.
(9) Includes 77,500 shares subject to stock options exercisable within 60 days.
(10) Includes (i) 125,000 shares subject to stock options exercisable within 60
days; and (ii) 3,100 shares owned by Mr. Prieto's spouse.
(11) Includes 55,000 shares subject to stock options exercisable within 60 days
and 250 shares held in a trust as to which Mr. Segner holds shared voting
and investment power.
(12) Includes (i) 300,000 shares subject to stock options exercisable within 60
days owned by Americas Partners, of which Mr. Tahbaz is a managing
director; (ii) 40,000 shares issuable upon exercise of warrants; and (iii)
30,000 shares subject to stock options exercisable within 60 days.
(13) Consists of (i) 95,000 shares subject to options exercisable within 60
days; and (ii) 2,098 shares beneficially owned by Mr. Todd in the Company's
401(k) plan.
(14) Includes 1,232,500 shares subject to stock options exercisable within 60
days and 200,000 shares issuable upon exercise of warrants.
</TABLE>
13
<PAGE>
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934
Based on its review of the copies of reports filed and upon written
representations, the Company believes that during 1999, executive officers,
directors and ten percent stockholders of the Company were in compliance with
their filing requirements under Section 16(a) of the Exchange Act of 1934, as
amended, with the exception that Mr. R. Bernstein did not timely report shares
of the Company's common stock purchased by his spouse.
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
KPMG LLP, independent certified public accountants, audited the financial
statements of the Company for the fiscal year ended December 31, 1999.
Representatives of KPMG LLP will attend the Annual Meeting, will have the
opportunity to make a statement if they desire to do so, and will be available
to respond to appropriate questions. Selection of auditors for the current
fiscal year is pending a final decision by the Audit Committee of the Board of
Directors.
STOCKHOLDER PROPOSALS
Stockholders who intend to present proposals at the 2001 Annual Meeting of
Stockholders, which the Company expects to hold in June 2001, must deliver
proposals to the Company at its principal executive offices, Attention:
Corporate Secretary, by Monday, January 08, 2001, for inclusion in the proxy
materials relating to that meeting. All proposals must comply with the
applicable requirements of federal securities' laws and the Company's Bylaws.
OTHER MATTERS
The Company knows of no business that will be presented for consideration
at the Annual Meeting other than that described above. However, if any other
business should come before the Annual Meeting, it is the intention of the
persons named in the enclosed Form of Proxy to vote the Proxies in respect of
any such business in accordance with their best judgment.
BY ORDER OF THE BOARD OF DIRECTORS:
Aaron D. Todd, Secretary
May 16, 2000
Englewood, Colorado
14
<PAGE>
PROXY
-----
AIR METHODS CORPORATION
7301 SOUTH PEORIA STREET
ENGLEWOOD, COLORADO 80112
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints George W. Belsey and Aaron D. Todd, and
each of them, as Proxies, each with the power to appoint his substitute, and
hereby authorizes them to represent, and to vote as designated on the reverse
side, all the shares of Common Stock of Air Methods Corporation held of record
by the undersigned on April 25, 2000 at the Annual Meeting of Stockholders to be
held on June 13, 2000 or any adjournment or postponement thereof upon the
following matters, as set forth in the Notice of said Meeting and Proxy
Statement, dated May 16, 2000, copies of which have been received by the
undersigned.
CONTINUED AND TO BE SIGNED ON REVERSE SIDE
<PAGE>
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED FOR THE ELECTION OF THE NOMINEES FOR DIRECTOR.
The director-nominees below are proposed by the Board of Directors of Air
Methods Corporation.
1. ELECTION OF DIRECTORS:
Nominees: Ralph J. Bernstein; Lowell D. Miller, Ph.D.
FOR WITHHELD
[ ] [ ]
For all nominees except:
[ ]_________________________________
To withhold authority to vote for any individual,
check box and write such individual's name in the space provided.
2. AMENDMENT TO EMPLOYEE OPTION PLAN
A proposed amendment to the Air Methods Corporation Stock Option Plan
provides that the number of shares authorized for issuance be
Increased from 2,500,000 to 3,500,000.
FOR WITHHELD
[ ] [ ]
3. In their discretion, the Proxies are authorized to vote upon such other
matters as may be incidental to the conduct of the meeting.
<TABLE>
<CAPTION>
<S> <C>
MARK HERE
FOR ADDRESS [ ]
CHANGE AND
NOTE AT LEFT
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY
CARD PROMPTLY USING THE ENCLOSED POSTAGE
PRE-PAID ENVELOPE.
PLEASE SIGN EXACTLY AS YOUR NAME APPEARS ON THIS PROXY. IF THE
SHARES REPRESENTED BY THIS PROXY ARE HELD BY JOINT TENANTS, BOTH
MUST SIGN. WHEN SIGNING AS ATTORNEY, EXECUTOR, ADMINISTRATOR,
TRUSTEE OR GUARDIAN, PLEASE GIVE FULL TITLE AS SUCH. IF STOCKHOLDER
IS A CORPORATION, PLEASE SIGN IN FULL CORPORATE NAME BY PRESIDENT
OR OTHER AUTHORIZED OFFICER. IF STOCKHOLDER IS A PARTNERSHIP,
PLEASE SIGN IN PARTNERSHIP NAME BY AN AUTHORIZED PERSON.
Signature:_____________________ Date________ Signature:_____________________ Date_________
</TABLE>
<PAGE>
