SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[X] Definititive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant toss.240.14a-11(c) orss.240.14a-12
Danzer Corporation
(Name of Registrant as Specified In Its Charter)
(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 Acts Rules 14a-(6)(i)(1) and
0-11.
1. Title of each class of securities to which transaction
applies.
1. Aggregate number of securities to which transaction applied:
1. Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (Set forth the
amount on which the filing fee is calculated and state how it
was determined):
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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-12(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, of the Form or Schedule and the date of its filing.
1) Amount Previously Paid.
---------------------
1) Form, Schedule or Registration Statement No.:
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1) Filing Party:
---------------------
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<PAGE>
DANZER CORPORATION
17500 York Road
Hagerstown, Maryland 21740
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON MAY 23, 2000
To our Shareholders:
You are cordially invited to attend the Annual Meeting of Shareholders
of DANZER CORPORATION (the "Company") to be held on May 23, 2000, at 10:00
a.m. at the Company's headquarters 17500 York Road, Hagerstown, Maryland
21740, for the following purposes:
1. To elect three directors to serve until the next
annual meeting of shareholders;
2. To increase the number of authorized shares of Common
Stock to 40,000,000;
3. To ratify the Company's 1999 Stock Incentive Plan;
4. To approve auditors for the current fiscal year; and
5. To transact such other business as may properly come
before the Annual Meeting or any adjournment thereof.
Only shareholders of record at the close of business on April 24, 2000
will be entitled to notice of and to vote at the Annual Meeting.
If you do not expect to attend the Annual Meeting in person but wish
to have your shares voted, please promptly sign, date and mail the enclosed
proxy in the envelope provided in order that your shares may be represented
at the Annual Meeting.
By Order of the Board of Directors,
Goodhue Smith III
Chairman of the Board
Date:
DANZER CORPORATION
17500 York Road
Hagerstown, Maryland 21740
PROXY STATEMENT
This proxy statement is furnished to shareholders of DANZER
CORPORATION (the "Company") in connection with the solicitation of proxies
on behalf of the Board of Directors of the Company for use at the Annual
Meeting of Shareholders to be held on May 23, 2000, at 10:00 a.m. at the
offices of Company's headquarters 17500 York Road, Hagerstown, Maryland
21740 and any adjournments thereof.
The approximate date of mailing of this proxy statement and
accompanying proxy is April 24, 2000. If the enclosed form of proxy is duly
executed and returned, the shares represented will be voted in accordance
with the instructions marked on the proxy.
Unmarked proxies will be voted "FOR" the election of the directors
named below, "FOR" the increase in the number of authorized shares of
Common Stock, "FOR" the ratification of the Company's 1999 Stock
Compensation Plan, and "FOR" approval of the auditors named below and in
the discretion of the person or persons voting such proxies upon such other
business as may properly be considered at the Annual Meeting or at any
adjournment thereof.
REVOCATION
Execution and delivery of the enclosed proxy will not affect the right
of any person to attend the Annual Meeting and vote in person. Any
shareholder who gives a proxy has the power to revoke it at any time before
it is voted by delivery of a written instrument of revocation or a duly
executed proxy bearing a later date to the Secretary of the Company or by a
request in person to the Secretary of the Company to return the executed
proxy. The presence of a shareholder at the Annual Meeting will not operate
to revoke a proxy, but the casting of a ballot by a shareholder who is
present at the Annual Meeting will revoke a proxy as to the matter on which
the ballot is cast.
COST OF SOLICITATION
The cost of soliciting proxies is being borne by the Company. In
addition to solicitation by mail, arrangements will be made with brokerage
houses and other custodians, nominees and fiduciaries to send proxies and
proxy statements their principals, and the Company will reimburse them for
their expense in so doing. Officers, directors and employees of the Company
may solicit proxies in person or by telephone, but will not receive any
additional compensation therefor.
<PAGE>
PROPOSAL 1. ELECTION OF DIRECTORS
The Board of Directors proposes the election of Goodhue Smith, Russell
G. Cleveland and M. E. Williams to serve on the Company's Board of
Directors until the next Annual Meeting of Shareholders and until their
respective successors are duly elected and qualify.
The following table provides certain information concerning the
directors of the Company.
<TABLE>
<CAPTION>
Present
Term Director
Name Age Position Expires Since
<S> <C> <C> <C> <C>
Goodhue W. Smith, III 51 Director 2001 1997
Russell Cleveland 62 Director 2001 1991
M.E. Williams 60 Director 2001 1999
</TABLE>
Russell Cleveland, a chartered financial analyst, became director of
the Company on April 26, 1991. Mr. Cleveland has for the past eight years
been a director, officer and shareholder of Renaissance Capital Group,
Inc., which is the managing general partner of Renaissance, a business
development company pursuant to the Investment Company Act of 1940. Mr.
Cleveland currently serves on the Board of Directors of Feminique
Corporation, Bentley Pharmaceuticals, Inc., Technology Research Corp. and
Tutogen Medical, Inc. Mr. Cleveland is the Renaissance designee to the
Board of Directors. See "Certain Relationships and Related Transactions"
herein.
M.E. Williams is the President and Chief Executive Officer of Danzer.
Mr. Williams has over 30 years of experience in manufacturing and 7 years
of truck body manufacturing experience. He was hired as President and Chief
Executive Officer in March 1998 and replaced Mr. William L. Pryor, III as a
member of the Company's Board of Directors in 1999.
Goodhue W. Smith III founded Duncan-Smith Co., an investment banking
firm in San Antonio, Texas, in 1978 and has since such time served as its
Secretary and Treasurer. Mr. Smith is also Director of Citizens National
Bank of Milam County, and Ray Ellison Mortgage Acceptance Co.
If a nominated director becomes unavailable to accept election as a
director, the persons named in the enclosed proxy will vote "FOR" the
election of a substitute recommended by the Board of Directors. The
Company, however, has no reason to believe that any nominee will be
unavailable.
The Company's Board of Directors met three times during the fiscal
year ended October 31, 1999.
The Company's audit committee met once in fiscal 1999. The Company
does not have a nominating or compensation committee of the Board of
Directors.
Directors who are not employees of the Company are entitled to a board
meeting attendance fee of $750 plus reimbursement of expenses. The
directors waived all of these fees for the year ending October 31, 1999.
Goodhue W. Smith, III who was elected as Chairman of the Board at the
Company's December 15, 1997 Board meeting as a requirement under financing
provided by Duncan-Smith Co., of which Mr. Smith is an officer and
director, is to be paid $1,500 per month as compensation. Mr. Smith did not
receive any fees in the year ended October 31, 1999. Mr. Smith has received
warrants for 100,000 shares of Common Stock with an exercise price of $0.10
per share.
Directors are elected by a plurality of the votes cast. Abstentions
and broker non-votes will not be treated as votes cast.
Compliance with Section 16 (a) of the Securities Exchange Act of 1934
Section 16 (a) of the Securities Exchange Act of 1934 requires the
Company's directors, executive officers, and persons who own more than ten
percent of the Company's Common Stock ("10% Shareholders") to file reports
of Ownership and reports of changes in ownership of the Company's Common
Stock with the Securities Exchange Commission ("SEC"). Officers, Directors
and Shareholders are required by SEC regulation to furnish the Company with
copies of all forms they file under Section 16 (a). Based solely on its
review of the copies of such forms received by it with respect to its
fiscal year ended October 31, 1999 and written representations from certain
reporting persons that no other reports were required to those persons, the
Company believes that all Section 16 (a) filing requirements applicable to
its officers, directors and 10% Shareholders were complied with.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS
A VOTE "FOR" THE ELECTION OF ITS NOMINEES
PROPOSAL 2. APPROVAL OF INCREASE IN NUMBER OF AUTHORIZED SHARES.
Presently there are 17,588,348 shares of Common Stock issued and
outstanding and there are 20,000,000 shares of Common Stock authorized.
Another 1,569,500 shares are reserved for issuance pursuant to stock
options and warrants. The Company's Articles of Incorporation must be
amended to increase the number of authorized shares, and the proposal
submitted herewith is to increase the number of authorized shares of Common
Stock to 40,000,000. The Company presently has no plans to issue any of the
additional shares of Common Stock that it would be authorized to issue as a
result of this increase. The Company needs to be in the position to issue
additional shares of stock in the event it desires to seek additional
funding or enter into a possible restructuring. In addition, the Company
needs to be able to reserve for issuance additional shares of stock
pursuant to the Company's proposed 1999 Stock Compensation Plan which is
one of the proposed matters set forth for approval at this annual meeting
of stockholders.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS
A VOTE "FOR" INCREASING THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK
PROPOSAL 3. APPROVAL OF 1999 STOCK COMPENSATION PLAN
The 1999 Stock Compensation Plan (the "Stock Option Plan") provides
for the grant to employees, directors and advisors, of the Company or any
parent, subsidiary or affiliate of the Company of up to 2,000,000 shares of
the Company's Common Stock, subject to adjustment in the event of any
subdivision, combination, or reclassification of shares. The Stock Option
Plan will terminate in August 2009. The Stock Option Plan provides for the
grant of incentive stock options ("ISO's") within the meaning of Section
422 of the Internal Revenue Code of 1986, as amended, and non-qualified
options at the discretion of the Board of Directors or a committee of the
Board of Directors (the "Committee"). The exercise price of any option will
not be less than the fair market value of the shares at the time the option
is granted. The options granted are exercisable within the times or upon
the events determined by the Committee set forth in the grant, but no
option is exercisable beyond ten years from the date of the grant. The
Committee administering the Stock Option Plan will determine whether each
option is to be an ISO or non-qualified stock option, the number of shares,
the exercise price, the period during which the option may be exercised,
and any other terms and conditions of the option. The holder of an option
may pay the option price in (1) cash, (2) check or (3) other mature shares
of the Company. The options are nontransferable except by will or by the
laws of descent and distribution. Upon dissolution, liquidation, merger,
sale of stock or sale of substantially all assets, outstanding options,
notwithstanding the terms of the grant, will become exercisable in full at
least 10 days prior to the transaction. The Stock Option Plan is subject to
amendment or termination at any time and from time to time, subject to
certain limitations.
The plan also grants certain "Reload Options" which are not Incentive
Stock Options. The number of Reload Options a grantee has the right to
acquire is equal to the number of shares underlying an Incentive Option
plus the number of shares required to satisfy any tax withholding. The
exercise price of the Reload Options is equal to the fair market value of a
share of stock on the date of grant of the Reload Option. The grant of a
Reload Option becomes effective upon the exercise of the underlying
incentive Option or Reload Option through the use of shares of Common Stock
held by the optionee for at least twelve months.
The plan is administered by the Compensation Committee appointed by
the Board of Directors.
The Company maintains a Stock Option Plan (the "Plan"), which will be
superceded by the 1999 Stock incentive plan under which options of purchase
800,000 shares of the Company's Common Stock, par value $.0001 per share,
have been reserved. Pursuant to the Plan, the Company is permitted to issue
incentive stock options ("Incentive Stock Options") and non-qualified stock
options ("Non-Qualified Stock Options") to employees or directors of the
Company; provided, however, that no incentive Stock Options shall be
granted to a non-employee director. Incentive Stock Options under the Plan
are intended to qualify for the tax treatment accord under Section 422A of
the Internal Code of 1986, as amended (the "Code). Non-Qualified Options
under the plan are intended to be options which do not qualify for the tax
treatment accorded under Section 422A of the Code.
The Company had 1,569,500 options or warrants outstanding at October
31, 1999. 230,000 options expire June 2000 and are exercisable at $1.27 per
share, 210,000 options expire March 2001 and are exercisable at $0.48 per
share, 529,500 options are exercisable at $0.10 per share and expire in
October and November 2001 and 600,000 options are exercisable at $0.10 per
share and expire April 2004. Certain eligible employees and others may be
granted new options under the 1999 Stock Compensation Plan subject to
rescission under existing programs.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS
A VOTE "FOR" THE APPROVAL OF ITS 1999 STOCK COMPENSATION PLAN
PROPOSAL 4. APPROVAL OF AUDITORS
The Board of Directors has selected the firm of Linton, Shafer & Co.,
P.A., independent public accountants, to audit the Company's accounts for
the fiscal year ending October 31, 2000. Linton, Shafer & Co., P.A. has
audited the Company's financial statements for the prior year.
It is expected that one or more representatives of Linton, Shafer &
Co., P.A.will be present at the Annual Meeting to answer appropriate
questions and to make a statement if they so desire. A majority of the
votes cast is required for approval of the auditors. Abstentions and broker
non-votes will not be treated as votes cast.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS
A VOTE "FOR" THE APPROVAL OF LINTON, SHAFER & CO., P.A.
AS THE COMPANY'S AUDITORS FOR FISCAL 2000
VOTING SECURITIES
The holders of the common stock of the Company are entitled to one
vote per share on all matters. Only shareholders of record at the close of
business on April 24, 2000 (the "record date") will be entitled to notice
of and to vote at the Annual Meeting. The outstanding voting securities of
the Company as of the record date consisted of 17,588,348 shares of common
stock, par value $.0001 per share. The presence in person or by proxy of
the holders of a majority of the Company's voting securities will
constitute a quorum at the Annual Meeting.
PRINCIPAL SHAREHOLDERS
The following table sets forth, as of March 31, 2000, information
concerning the Company's common stock beneficially owned by (a) each person
or group known to the Company to be the beneficial owner of more than 5% of
the Company's voting securities, (b) each director and executive officer of
the Company, and (c) all directors and executive officers of the Company as
a group. The outstanding voting securities of the Company as of the record
date consisted of 15,588,342 shares of common stock. Except as otherwise
indicated, each person named or included in a group has sole voting and
investment power with respect to his or its voting securities.
<TABLE>
<CAPTION>
Name and Address of Beneficial Amount and Nature of Percent
Owner or Identity of Group Beneficial Ownership of Class (1)
-------------------------- -------------------- ------------
<S> <C> <C>
Renaissance Capital Partners, Ltd. 11,719,110 62.6%
8080 N. Central Expressway,
Suite 210, LB 59
Dallas, TX 75206-1857
Richard W. Snyder 1,946,667 10.9%
c/o Snyder Capital Corporation
3219 McKinney Ave.
Dallas, TX 75204
Russell G. Cleveland 11,807,110 (2) 63.1%
c/o Renaissance Capital Group, Inc.
8080 N. Central Expressway,
Suite 210, LB 59
Dallas, TX 75206-1857
Goodhue W. Smith, III 650,000 (3) 3.5%
c/o Duncan-Smith Co.
311 Third
San Antonio, Texas 78205
</TABLE>
(1) Common Stock which is not outstanding but which a person has a
right to acquire with 60 days of the record date are
considered as Common stock outstanding for purposes of
computing the percentage of Common Stock owned by such person,
but such Common stock is not deemed outstanding for purposes
of computing the percentage of Common Stock owned by any other
person. The number of shares used to compute percentage
ownership were the shares outstanding at December 31, 1999,
which shares equaled 18,717,848.
(2) Mr. Cleveland owns 88,000 shares individually. Mr. Cleveland
is a director, officer and principal shareholder of
Renaissance Capital Group Inc., the managing general partner
of Renaissance Capital Partners, Ltd., and may be deemed to
share voting and investment control over such shares.
(3) Duncan-Smith Co. owns warrants to purchase 650,000 shares of
the Company's common stock at $0.25 per share on or before
August 2002. Mr. Smith is a principal of Duncan-Smith Co. and
may be deemed to share voting and investment control over such
shares.
Compliance with Section 16 (a) of the Securities Exchange Act of 1934
Section 16 (a) of the Securities Exchange Act of 1934 requires the Company's
directors, executive officers, and persons who own more than ten percent of the
Company's Common Stock ("10% Shareholders") to file reports of Ownership and
reports of changes in ownership of the Company's Common Stock with the
Securities Exchange Commission ("SEC"). Officers, Directors and Shareholders are
required by SEC regulation to furnish the Company with copies of all forms they
file under Section 16 (a). Based solely on its review of the copies of such
forms received by it with respect to its fiscal year ended October 31, 1999 and
written representations from certain reporting persons that no other reports
were required to those persons, the Company believes that all Section 16 (a)
filing requirements applicable to its officers, directors and 10% Shareholders
were complied with.
EXECUTIVE COMPENSATION
The Company's executive officers are appointed by the Board of
Directors and, except as described herein, hold office at the pleasure of
the Board until their successors are appointed and have qualified. The
following table sets forth certain information concerning the compensation
paid or accrued by the Company for services rendered during the past three
fiscal years ended October 31 by the Company's sole executive officer.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Annual ($) Compensation
------------------------------------------- Common
Name and Principal Fiscal Salary Other Annual All Other Stock Options
Position Year ($) Compensation(1) Compensation (Shares)
- -----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
M.E. (Mel) Williams (2) 1998 $105,000 0 0 757,500
CEO 1999 $105,000 $8,386 0 0
Terry Moore (3) 1998 $ 64,000 0 0 192,000
CFO 1999 $ 69,000 $7,667 0 0
Kirby McLaughlin (4) 1998 $ 60,000 0 0 180,000
Vice President of 1999 $ 65,000 $7,188 0 0
Engineering
</TABLE>
(1) Represents cash bonuses paid for fiscal 1999.
(2) 157,500 of Mr. William's options are exercisable at $0.10 per share at any
time on or before November 2001. 600,000 of Mr. William's options are
exercisable at $0.10 per share on or before April 2004, but are not
exercisable until April 2000. In the event Mr. Williams is not CEO in April
2000, the options will not vest.
(3) Mr. Moore's options are exercisable at $0.10 per share. 96,000 options
expire October 2001 and 96,000 options expire November 2001.
(4) Mr. McLaughlin's options are exercisable at $0.10 per share. 90,000 options
expire October 2001 and 90,000 options expire November 2001
The Company had 1,569,500 options outstanding at October 31, 1999.
230,000 options expire June 2000 and are exercisable at $1.27 per share,
210,000 options expire March 2001 and are exercisable at $0.48 per share,
529,500 options are exercisable at $0.10 per share and expire in October
and November 2001 and 600,000 options are exercisable at $0.10 per share
and expire April 2004.
The Company maintains a Stock Option Plan (the "Plan") under which
options of purchase 800,000 shares of the Company's Common Stock, par value
$.0001 per share, have been reserved. Pursuant to the Plan, the Company is
permitted to issue incentive stock options ("Incentive Stock Options") and
non-qualified stock options ("Non-Qualified Stock Options") to employees or
directors of the Company; provided, however, that no incentive Stock
Options shall be granted to a non-employee director. Incentive Stock
Options under the Plan are intended to qualify for the tax treatment accord
under Section 422A of the Internal Code of 1986, as amended (the "Code).
Non-Qualified Options under the plan are intended to be options which do
not qualify for the tax treatment accorded under Section 422A of the Code.
All directors and key employees of the Company and its subsidiaries
are eligible to participate in the Plan. The Plan is administered by the
Board of Directors of the Company which, to the extent it determines, may
delegate its power with respect to the administration of the Plan to a
compensation advisory committee consisting of not less than three members,
at least of whom two shall be directors for the Company.
Under the Plan, Incentive Stock Options to purchase shares of the
Company's Common Stock may not be granted for less than 100 percent of fair
market value of the Common Stock on the date the Incentive Stock Option is
granted; provided, however, that in the case of an Incentive Stock Option
granted to any person then owning 10 percent of the voting power of all
classes of the Company's stock, the Purchase Price per share of all classes
of the Company's stock, the Purchase Price per share subject to the
Incentive Stock Option may not be less than 110 percent of the fair market
value of the stock on the date of the grant of the option. The option price
per share with respect to each Non-Qualified Stock Option granted under the
Plan is to be determined by the Board of Directors, but may not be less
than 85% of the fair market value of the Common Stock on the date the
Non-Qualified Stock Option is granted.
Options under the Plan may not have a term of more than 10 years;
provided, however, that an Incentive Stock Option granted to a person then
owing more than 10 percent of the voting power of all classes of the
Company's stock may not be exercised more than 5 years after the date such
option is granted. In addition, the aggregate fair market value, determined
at the time the options granted, of the stock with respect to which
Incentive Stock Options are exercised for the first time by an employee in
any calendar year under the Plan may not exceed $100,000.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
On December 31, 1994, Renaissance exchanged its Convertible Debenture
for 16,000 shares of the Company's Series B Preferred Stock. The Company
also issued Renaissance a 10% Term Note due December 31, 1996 in the
principal amount of approximately $211,635 for unpaid accrued interest on
the Debentures and paid Renaissance $50,000 (representing interest on the
Debentures from October 1, 1994 through December 31, 1994).
On October 31, 1996, Renaissance converted all of its Preferred Stock,
accumulated dividends, accumulated interest and note payable to common
stock at a conversion rate of $0.25 per share.
On August 1, 1997, the Company entered into a loan agreement with
Duncan-Smith Co., Trustee, for purposes of executing the DSC Note. Terms of
the $650,000 loan included an interest rate of 11% with payments due
quarterly and a final notoriety on June 15, 2002. Duncan-Smith Co. received
a cash fee of $32,500 and a warrant to purchase 650,000 shares of common
stock at $0.25 per share with an expiration date of August 2002.
Subsequently, Goodhue W. Smith, III, a director and officer of Duncan-Smith
Co., was elected Chairman of the Board. In February 1999, Duncan-Smith Co.
agreed to temporarily defer principal repayments on the DSC Note for
February and May 1999. In consideration, the Company agreed to increase the
interest rate to 13% until the Company could catch up on the original
payment schedule. Effective January 21, 2000, the Company entered into the
BOACFC Loan and paid down the DSC Note in full.
In December 1997, Renaissance agreed to loan the Company $150,000
pursuant to a 10% promissory note secured by substantially all of the
assets of the Company. In February 1999, Renaissance converted the entire
$150,000 principal balance on the note, plus $17,532 in accrued interest,
into 1,675,318 shares of the Company's common stock, a rate of $0.10 per
share.
In February 1999, and in conjunction with the agreement by the DSC
Note Holders to defer principal repayments to the Company, Renaissance lent
Danzer $25,000 pursuant to a 13% promissory note maturing December 31,
1999. All principal and accrued interest was outstanding subsequent to
December 31, 1999. Effective January 12, 2000, Renaissance agreed to waive
its default rights through February 29, 2000 on a limited basis, and in
expectation of full payment out of proceeds from the BOACFC Loan.
SHAREHOLDER PROPOSALS
Shareholders wishing to submit proposals for inclusion in the Board of
Director's proxy statement for the next Annual Meeting of Shareholders must
submit their proposals to be received by the Company no later than December
20, 2000.
Management is not aware of any other business to be presented for
consideration at the Annual Meeting, but if any other business should arise
before the Annual Meeting, the persons named in the enclosed proxy will
vote on such business as management recommends.
<PAGE>
AVAILABILITY OF ANNUAL REPORT ON FORM 10-K
THE COMPANY HAS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ITS
ANNUAL REPORT ON FORM 10-K. SHAREHOLDERS WISHING TO RECEIVE A COPY OF THE
COMPANY'S 1999 FORM 10-K MAY RECEIVE IT WITHOUT CHARGE BY WRITING TO M.E.
WILLIAMS, CHIEF EXECUTIVE OFFICER, DANZER CORPORATION, 17500 YORK ROAD,
HAGERSTOWN, MD 21740.
The Company's Annual Report to Shareholders for the fiscal year ended
October 31, 1999, accompanies this Proxy Statement. The Annual Report to
Shareholders is neither proxy soliciting material nor a communication with
respect to a solicitation.
By Order of the Board of Directors,
Goodhue Smith III
Chairman of the Board
