SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act
of 1934 (Amendment No. )
Filed by Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e) (2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
(Name of Registrant as Specified In Its Charter)
HALLMARK FINANCIAL SERVICES, INC.
___________________________________________________________________________
(Name of Person(s) Filing Proxy Statement, If Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
___________________________________________________________________________
(2) Aggregate numer of securities to which transactions applies:
___________________________________________________________________________
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
___________________________________________________________________________
(4) Proposed maximum aggregate value of transaction:
___________________________________________________________________________
(5) Total Fee Paid
___________________________________________________________________________
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
___________________________________________________________________________
(1) Amount Previously Paid:
___________________________________________________________________________
(2) Form, Schedule or Registration Statement No:
___________________________________________________________________________
(3) Filing Party:
___________________________________________________________________________
(4) Date Filed:
___________________________________________________________________________
<PAGE>
HALLMARK FINANCIAL SERVICES, INC.
14651 Dallas Parkway, Suite 900
Dallas, Texas 75240
PROXY STATEMENT
FOR
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 25, 2000
_______________________
SOLICITATION AND REVOCABILITY OF PROXIES
This Proxy Statement is furnished in connection with the solicitation
of proxies by the Board of Directors of Hallmark Financial Services, Inc., a
Nevada corporation (the "Company"), to be voted at the 2000 Annual Meeting
of Shareholders (the "Annual Meeting") to be held on Thursday, May 25, 2000,
at the time and place and for the purposes set forth in the accompanying
Notice of Annual Meeting of Stockholders (the "Notice"), and at any
adjournment(s) thereof. When proxies in the accompanying form are properly
executed and received, the shares represented thereby will be voted at the
Annual Meeting in accordance with the directions noted thereon. If no
direction is indicated on the proxy, the shares represented thereby will be
voted for the election of each of the nominees for director and in the
discretion of the proxy holder on any other matter that may properly come
before the meeting.
Submitting a proxy will not affect a shareholder's right to vote in
person at the Annual Meeting. Any shareholder who gives a proxy may revoke
it at any time before it is exercised by delivering written notice of
revocation to the Company, by substituting a new proxy executed on a later
date, or by making a written request in person at the Annual Meeting that
the proxy be returned. However, mere attendance at the Annual Meeting will
not of itself revoke the proxy.
All expenses of preparing, assembling and mailing this Proxy Statement
and the enclosed materials and all costs of soliciting proxies will be paid
by the Company. In addition to solicitation by mail, proxies may be
solicited by officers and regular employees of the Company by telephone or
in person. Such officers and employees who solicit proxies will receive
no compensation for their services other than their regular salaries.
Arrangements will also be made with brokerage houses and other custodians,
nominees and fiduciaries to forward solicitation materials to the beneficial
owners of shares they hold, and the Company may reimburse them for
reasonable out-of-pocket expenses they incur in forwarding these materials.
The principal executive offices of the Company are located at 14651
Dallas Parkway, Suite 900, Dallas, Texas 75240. The Company's mailing
address is the same as that of its principal executive offices.
<PAGE>
This Proxy Statement and the accompanying form of proxy are first being
mailed or given to shareholders on or about April 24, 2000. A copy of the
Company's Annual Report for the fiscal year ended December 31, 1999, is
enclosed herewith. Except as expressly incorporated by reference herein,
such Annual Report does not constitute a part of the materials used for the
solicitation of proxies.
PURPOSES OF THE MEETING
At the Annual Meeting, the shareholders of the Company will consider
and vote on the following matters:
1. Election of six directors to serve until the next Annual
Meeting of Shareholders or until their successors are duly elected and
qualified; and
2. Transaction of such other business as may properly come
before the meeting or any adjournment thereof.
QUORUM AND VOTING
The record date for the determination of stockholders entitled to
notice of and to vote at the Annual Meeting was the close of business on
April 11, 2000 (the "Record Date"). On the Record Date, there were
11,048,133 shares of Common Stock of the Company, par value $0.03 per share
(the "Common Stock"), issued and outstanding, each of which is entitled to
one vote on all matters to be acted upon at the Annual Meeting. There are
no cumulative voting rights. The presence, in person or by proxy, of
holders of one-third of the outstanding shares of Common Stock entitled to
vote at the meeting is necessary to constitute a quorum to transact
business. Assuming the presence of a quorum, directors will be elected by a
plurality of the votes cast. The affirmative vote of the holders of a
majority of the shares of Common Stock actually voted will be required for
the approval of all other matters to come before the Annual Meeting.
Abstentions and broker non-votes will be counted solely for purposes of
determining whether a quorum is present at the Annual Meeting. Pursuant to
the Bylaws of the Company, abstentions and broker non-votes will not be
counted in determining the number of shares voted on any matter and will
have no effect on the election of directors or the approval of any proposal
submitted to a vote of the shareholders at the Annual Meeting.
<PAGE>
PRINCIPAL STOCKHOLDERS AND STOCK OWNERSHIP OF MANAGEMENT
The following table and the notes thereto set forth certain information
regarding the beneficial ownership of the Common Stock as of the Record
Date, by (i) each current director and nominee for director of the Company;
(ii) all executive officers and current directors of the Company as a group;
and (iii) each other person known to the Company to own beneficially more
than five percent of the presently outstanding Common Stock. Unless
otherwise indicated, the persons identified in the table have sole voting
and dispositive power with respect to the shares shown as beneficially owned
by them. The mailing address for all directors and executive officers is
the same as that of the Company.
<TABLE>
No. of Shares Percent of Class
Shareholder Beneficially Owned Beneficially Owned
------------------ ------------------ ------------------
<S> <C> <C>
Ramon D. Phillips (1) 656,476 5.8
Raymond A. Kilgore (1) 603,047 5.4
Linda H. Sleeper (1) 203,000 1.8
James H. Graves (2) 185,000 1.7
George R. Manser (2, 3) 135,700 1.2
C. Jeffrey Rogers (2) 132,500 1.2
All executive officers and
current directors, as a group
(7 persons) (4) 2,145,294 17.6
Derby Trust PLC (5) 1,838,000 16.6
Heartland Advisors, Inc. (6) 1,170,600 10.6
Thomas G. Berlin (7) 1,111,900 10.1
(1) Includes 200,000 shares which may be acquired pursuant to stock options
exercisable on or within 60 days after the Record Date.
(2) Includes 107,500 shares which may be acquired pursuant to stock options
exercisable on or within 60 days after the Record Date.
(3) Includes 9,000 shares held by Mr. Manser's spouse, over which shares
Mr. Manser shares voting and dispositive authority.
(4) Includes 1,122,500 shares which may be acquired pursuant to stock
options exercisable on or within 60 days after the Record Date.
(5) As reported on Schedule 13D filed with the Securities and Exchange
Commission in February, 1996. The address for Derby Trust PLC is 1
Connaught Place, London W2 2DY, United Kingdom.
(6) As reported on Schedule 13G filed with the Securities and Exchange
Commission on January 18, 2000. Includes 1,060,000 shares over which
Heartland Advisors, Inc. has no voting power. The address for
Heartland Advisors, Inc. is 790 North Milwaukee Street, Milwaukee,
Wisconsin 53202.
(7) As reported on Schedule 13G filed with the Securities and Exchange
Commission on January 21, 2000. Includes 40,600 shares over which Mr.
Berlin shares voting and dispositive power with his spouse. The
address for Mr. Berlin is 37500 Eagle Road, Willoughby Hills, Ohio
44094.
</TABLE>
<PAGE>
ELECTION OF DIRECTORS
(Item 1)
The Company's Board of Directors for the ensuing year will consist of
six directors who are to be elected for a term expiring at the 2001 annual
meeting of the Company's shareholders or when their successors are elected
and qualify. Directors will be elected by a plurality of the votes cast at
the Annual Meeting. Cumulative voting is not permitted in the election of
directors.
The Company's Board of Directors has proposed the election of the
following slate of nominees for election as directors at the Annual Meeting.
None of the nominees was selected on the basis of any special arrangement
or understanding with any other person. None of the nominees bears any
family relationship to any other nominee or to any executive officer of the
Company. In the absence of instructions to the contrary, shares represented
by proxy will be voted for the election of each nominee named below. Each
nominee has accepted nomination and agreed to serve if elected. If any
nominee becomes unable to serve before election, shares represented by proxy
may be voted for the election of a substitute nominee designated by the
Board of Directors.
<TABLE>
The Board of Directors recommends a vote FOR election of each nominee
below.
Director
Name Age Since Current Position(s) with the Company
----------------- --- -------- --------------------------------------
<S> <C> <C> <C>
Ramon D. Phillips 66 1989 President, Chief Executive Officer,
Director and Chairman of the Board of
Directors
Linda H. Sleeper 52 1996 Executive Vice President, Chief
Operating Officer and Director
Raymond A. Kilgore 51 1988 Senior Vice President, Secretary and
Director
James H. Graves 51 1995 Director
George R. Manser 68 1995 Director
C. Jeffrey Rogers 52 1995 Director
</TABLE>
Ramon D. Phillips has served as President, Chief Executive Officer and
Chairman of the Board of Directors of the Company since May 1989. For 12
years before joining the Company, Mr. Phillips was an executive with Pizza
Inn, Inc., a restaurant chain, holding the positions of Vice President -
Finance (1977 - 1986), Executive Vice President (1986 - May 1989) and
director (1979 - May 1989). Mr. Phillips was again elected to Pizza Inn's
board of directors in August 1990 and continues to serve in that capacity.
<PAGE>
Linda H. Sleeper joined the Company as Vice President of Corporate
Development and Administration in May 1993 and was promoted to Executive
Vice President and Chief Operating Officer in December 1994. From 1992
until May 1993, Ms. Sleeper was self-employed as a management consultant.
From 1989 until 1992, she served as a Vice President for Audisys
Corporation, a financial consulting firm, and was Senior Assistant Treasurer
of Southmark Corporation from 1988 until 1989. Ms. Sleeper held various
offices at Pizza Inn, Inc. from 1979 until 1988, completing her tenure as
Vice President of Finance. Ms. Sleeper was an accountant with Peat,
Marwick, Mitchell & Co. from 1975 until 1979. She is a certified public
accountant.
Raymond A. Kilgore has served as Senior Vice President of the Company
since December 1994. From February 1988 until December 1994, Mr. Kilgore
served as Vice President of the Company, and also served as interim Chief
Executive Officer from August 1988 until May 1989. From 1985 until February
1988, Mr. Kilgore was a Vice President of Cash America Investments, Inc.
(now known as Cash America International, Inc.), a publicly held company
operating pawn shops and jewelry stores.
James H. Graves is Chief Operating Officer of J.C. Bradford & Co., a
Nashville based securities firm which provides investment banking,
underwriting and brokerage services. He previously served as Managing
Director of J.C. Bradford & Co. and co-manager of its Corporate Finance
Department, which provides general investment banking services for corporate
clients. In this capacity, Mr. Graves has rendered advisory services to the
Company. Prior to joining J.C. Bradford & Co. in 1991, Mr. Graves had for
11 years been employed by Dean Witter Reynolds, where he completed his
tenure as the head of the Special Industries Group in New York City. Mr.
Graves also serves as a director of Cash America International, Inc.
George R. Manser is Chairman of Uniglobe Travel (Capital Cities), Inc.,
a franchisor of travel agencies, and President of Concorde Holding Co., a
private investment management company. Mr. Manser also presently serves as
a director of Check-Free Systems, Inc., and State Auto Financial Corp., and
is an advisory director of J.C. Bradford & Co. Prior to his retirement in
1999, Mr. Manser had for four years served as the Director of Corporate
Finance of Uniglobe Travel USA, L.L.C., a franchisor of travel agencies, and
also served as a director of Cardinal Health, Inc. and AmerLink Corp. From
1984 to 1994, Mr. Manser also served as a director and Chairman of North
American National Corporation and its subsidiaries, Pan-Western Life
Insurance Company, Brookings International Life Insurance Company and Howard
Life Insurance Company.
C. Jeffrey Rogers is Vice Chairman, President, Chief Executive Officer
and a director of Pizza Inn, Inc., which owns, franchises and supplies a
chain of pizza restaurants located in the United States and various foreign
countries. Prior to joining Pizza Inn, Inc. in 1990, Mr. Rogers was
President, Chief Executive Officer and a director of USA Cafes General
Partner, Inc., which owns and franchises the Bonanza Family Restaurant chain
of restaurants.
<PAGE>
Board Committees and Meetings
Standing committees of the Board of Directors of the Company include
the Audit Committee, the Compensation Committee, the Stock Option Committee,
the Regulatory Affairs Committee and the Nominating Committee. Each of
these committees is presently composed of James H. Graves, George R. Manser
and C. Jeffrey Rogers.
Mr. Graves is the current chairman of the Audit Committee. The Audit
Committee consults with management regarding reports and recommendations
submitted by the Company's independent auditors, reviews the independent
auditors' billings, and makes recommendations to the full Board with respect
to the engagement or dismissal of independent auditors. The Audit Committee
met once during 1999.
Mr. Rogers is the current chairman of the Compensation Committee and
the Stock Option Committee. At the direction of the full Board, the
Compensation Committee reviews and makes recommendations with respect to
compensation of the executive officers of the Company. The Stock Option
Committee administers the Company's 1991 Key Employee Stock Option Plan and
1994 Key Employee Long Term Incentive Plan, including the determination of
participants therein and the grant of options thereunder. Neither committee
met during 1999.
Mr. Manser is the current chairman of the Regulatory Affairs Committee
and the Nominating Committee. The Regulatory Affairs Committee consults
with management regarding insurance regulatory requirements, compliance and
reporting and makes recommendations to the full Board, where appropriate.
The Nominating Committee investigates and recommends to the Board of
Directors qualified nominees for election to the Board. The Nominating
Committee has not yet implemented procedures for consideration of nominees
submitted by shareholders of the Company. Actions pertaining to these
matters were addressed by the full Board and, therefore, neither committee
met during 1999.
The Board of Directors held four meetings during 1999. Various matters
were also approved by the unanimous written consent of the Board of
Directors during the last fiscal year. Each director attended at least 75%
of the aggregate of (i) the total number of meetings of the Board of
Directors and (ii) the total number of meetings held by all committees of
the Board on which such director served.
Director Compensation
No cash remuneration was paid to any non-employee director during 1999.
In consideration of their service on the Board during 1999, each non-
employee director has been granted a non-qualified option to purchase 50,000
shares of the Common Stock at an exercise price of $0.375, which was the
fair market value of the Common Stock on the date of grant.
Compliance with Section 16(a) of the Securities Exchange Act of 1934
The Company's executive officers, directors and beneficial owners of
more than 10% of the Company's Common Stock are required to file reports of
ownership and changes of ownership of the Common Stock with the Securities
and Exchange Commission. Based solely upon information provided to the
Company by individual directors, executive officers and beneficial owners,
the Company believes that all such reports were timely filed during and with
respect to the fiscal year ended December 31, 1999.
<PAGE>
EXECUTIVE OFFICERS AND COMPENSATION
Executive Officers
<TABLE>
The following persons are the executive officers of the Company:
Name Age Position(s) with the Company
----------------- --- -------------------------------------------------
<S> <C> <C>
Ramon D. Phillips 66 President, Chief Executive Officer, Director and
Chairman of the Board of Directors
Linda H. Sleeper 52 Executive Vice President, Chief Operating Officer
and Director
Raymond A. Kilgore 51 Senior Vice President, Secretary and Director
Johnny J. DePuma 62 Senior Vice President and Chief Financial Officer
</TABLE>
No executive officer bears any family relationship to any other
executive officer or to any director or nominee for director of the Company.
Information concerning the business experience of Ramon D. Phillips, Linda
H. Sleeper and Raymond A. Kilgore is provided under Election of Directors.
Johnny J. DePuma joined the Company in August 1990 as Vice President
and Chief Financial Officer and was promoted to his present position in
December 1994. For the 10 years prior to joining the Company, he was Vice
President and Chief Financial Officer of HiLite Industries, Inc., a
manufacturer of original equipment auto parts.
<PAGE>
Summary Compensation Table
<TABLE>
The following table sets forth certain information concerning
compensation of the Chief Executive Officer and the other executive officers
of the Company for the last three fiscal years.
Year Other Annual All Other
Name and Ended Compensation Compensation
Principal Position Dec. 31 Salary ($) Bonus ($) ($) (1) ($) (2)
----------------------------- ------- ---------- --------- ------------ ------------
<S> <C> <C> <C> <C> <C>
Linda H. Sleeper 1999 145,800 -0- -0- -0-
Executive Vice President 1998 139,504 -0- -0- 4,500
and Chief Operating Officer 1997 133,923 -0- 736 7,500
Ramon D. Phillips 1999 209,077 -0- 3,750 18,181
President, Chief Executive 1998 217,463 -0- 10,000 20,257
Officer and Chairman of 1997 212,000 -0- 45,736 25,909
the Board of Directors
Raymond A. Kilgore 1999 101,325 -0- -0- -0-
Senior Vice President and 1998 99,376 -0- -0- 4,500
Secretary 1997 94,423 -0- 576 7,500
Johnny J. DePuma 1999 111,300 -0- -0- -0-
Senior Vice President and 1998 108,731 -0- -0- -0-
Chief Financial Officer 1997 103,923 -0- 638 -0-
(1) Represents car allowance, life insurance allowance, premiums on long-
term disability insurance and the portion of premiums on a reverse
split-dollar insurance policy on the life of Ramon D. Phillips which
are considered compensation to Mr. Phillips for federal income tax
purposes. See, Certain Transactions.
(2) Represents the incremental annual increase in the accrued cash
surrender value of a reverse split-dollar insurance policy on the life
of Ramon D. Phillips which is payable to the estate of Mr. Phillips in
the event of his death. See, Certain Transactions. For years prior to
1999, also includes director fees.
</TABLE>
Option Grants in Last Fiscal Year
No stock options or stock appreciation rights were granted to the
executive officers during the fiscal year ended December 31, 1999.
<PAGE>
Option Exercises in Last Fiscal Year and Fiscal Year-End Values
<TABLE>
Shown below is information with respect to the executive officers
regarding option exercises during the fiscal year ended December 31, 1999,
and the value of unexercised options held as of December 31, 1999.
Securities Underlying Value of Unexercised
Shares Unexercised Options (#) In-the-Money Options ($) (1)
Acquired on Value -------------------------- --------------------------
Name Exercise (#) Received Exercisable Unexercisable Exercisable Unexercisable
----------------- ------------ -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C>
Ramon D. Phillips -0- -0- 200,000 -0- -0- -0-
Linda H. Sleeper -0- -0- 200,000 -0- -0- -0-
Raymond A. Kilgore -0- -0- 200,000 -0- -0- -0-
Johnny J. DePuma -0- -0- 200,000 -0- -0- -0-
(1) Values stated are pre-tax and are based upon the closing price of
$0.375 per share of the Common Stock on the American Stock Exchange
Emerging Company Marketplace on December 31, 1999, the last trading day
of the fiscal year.
</TABLE>
Executive Compensation Agreements
The Company has entered into an Executive Compensation Agreement with
each of Ramon D. Phillips, Raymond A. Kilgore, Linda H. Sleeper and Johnny
J. DePuma. The term of each agreement will expire on December 31, 2000,
unless hereafter extended.
The Executive Compensation Agreement with the Chief Executive Officer
specifies minimum levels of base salary and benefits and provides for
various performance bonuses. The Chief Executive Officer has waived a
portion of the specified compensation in each of the last three fiscal
years. The agreement with each other executive officer provides for
compensation and bonus as determined by the Chief Executive Officer, subject
to review by the Board or the Compensation Committee. Each agreement
includes covenants of the executive to at all times maintain the
confidentiality of the Company's trade secrets and not to compete with the
Company during the term of employment and for two years thereafter.
Pursuant to these agreements, if the Company terminates the executive
without "cause" (as defined therein), or the executive resigns within six
months after a "change of control" (as defined therein), the Company is
obligated to pay the executive a lump sum cash payment equal to two times
(three times in the case of the Chief Executive Officer) the sum of (a) the
executive's then current annual salary (but not less than the executive's
highest annual salary during the preceding three fiscal years), plus (b) the
highest amount of bonus and other cash compensation received by the
executive during any one of the three preceding fiscal years. In addition,
all incentive stock options granted under the Company's 1991 Key Employee
Stock Option Plan and 1994 Key Employee Long Term Incentive Plan provide for
accelerated vesting in the event of a change of control of the Company.
<PAGE>
CERTAIN TRANSACTIONS
In April 1991, the Company entered into a Reverse Split-Dollar
Agreement (the "Split-Dollar Agreement") with Ramon D. Phillips with respect
to a so-called reverse split-dollar life insurance policy on Mr. Phillips.
The Split-Dollar Agreement obligates the Company to pay the entire premium
for the policy while the Split-Dollar Agreement is in effect. The policy
provides for the death benefits to be divided between the policy's
$1,000,000 face amount and its accrued cash surrender value. The Company
was designated as beneficiary of the face amount of the policy and Mr.
Phillips' estate was designated as beneficiary of the accrued cash surrender
value of the policy.
OTHER BUSINESS
(Item 2)
The Board of Directors knows of no other business to be brought before
the Annual Meeting. If, however, any other business should properly come
before the Annual Meeting, the persons named in the accompanying proxy will
vote the proxy as they in their discretion may deem appropriate, unless they
are directed by the proxy to do otherwise.
INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors has selected PricewaterhouseCoopers LLP ("PWC")
as independent certified public accountants to audit the consolidated
financial statements of the Company for the 2000 fiscal year. PWC also
reported on the Company's consolidated financial statements for the fiscal
years ended December 31, 1999, 1998 and 1997. Representatives of PWC are
expected to be present at the Annual Meeting, will have the opportunity to
make a statement if they so desire and are expected to be available to
respond to appropriate questions from shareholders.
DATE FOR RECEIPT OF SHAREHOLDER PROPOSALS
Any shareholder desiring to submit a proposal for inclusion in the
proxy material relating to the 2001 annual meeting of shareholders must do
so in writing. The proposal must be received at the Company's principal
executive offices by December 26, 2000.
By Order of the Board of Directors,
/s/ Raymond A. Kilgore
-----------------------------
Raymond A. Kilgore, Secretary
April 24, 2000
Dallas, Texas
<PAGE>
[FRONT]
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
PROXY
FOR THE ANNUAL MEETING OF SHAREHOLDERS OF
HALLMARK FINANCIAL SERVICES, INC.
TO BE HELD MAY 25, 2000
The undersigned hereby appoints Ramon D. Phillips and Raymond A.
Kilgore, and each of them individually, as the lawful agents and Proxies of
the undersigned, with full power of substitution, and hereby authorizes each
of them to represent and to vote, as designated below, all the shares of
Common Stock of Hallmark Financial Services, Inc. held of record by the
undersigned on April 11, 2000, at the Annual Meeting of Shareholders to be
held at 10:00 a.m. on May 25, 2000, or at any adjournment thereof.
1. ELECTION OF DIRECTORS
[ ] FOR all nominees listed below [ ] WITHHOLD AUTHORITY to vote for
(except as marked to the contrary) all nominees listed below
INSTRUCTIONS: To withhold authority to vote for any nominee, mark the space
beside the nominee's name with an "X".
Ramon D. Phillips ____ James H. Graves ____
Linda H. Sleeper ____ George R. Manser ____
Raymond A. Kilgore ____ C. Jeffrey Rogers ____
2. In their discretion, the Proxies are authorized to vote on any other
matter which may properly come before the Annual Meeting or any
adjournment thereof.
When properly executed, this proxy will be voted in the manner directed
herein by the undersigned shareholder. IF NO DIRECTION IS SPECIFIED, THIS
PROXY WILL BE VOTED FOR THE ELECTION OF DIRECTORS PROPOSED IN ITEM 1.
The undersigned hereby revokes all previous proxies relating to the
shares covered hereby and confirms all that said Proxies may do by virtue
hereof.
<PAGE>
[BACK]
Please sign exactly as your name appears below. When shares are held
by joint tenants, both should sign. When signing as attorney, executor,
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.
Date: ____________________ , 2000 ____________________________________
Signature
PLEASE MARK, SIGN, DATE AND
RETURN THE PROXY CARD PROMPTLY,
USING THE ENCLOSED ENVELOPE.
____________________________________
Signature, if held jointly
PLEASE CHECK THIS BOX IF YOU INTEND TO BE PRESENT AT THE ANNUAL MEETING
OF SHAREHOLDERS. [ ]
