<PAGE>
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 the Registrant [ ]
Filed by a party other than the Registrant: [X]
Check the appropriate box:
[X] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-
6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
TIS Mortgage Investment Company
___________________________________________________________
(Name of Registrant as Specified in Its Charter)
Committee to Save Our TIS Investment
___________________________________________________________
(Name of Person(s) Filing Proxy Statement, of other than the Registrant):
[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:
Shares of Common Stock, par value $001 per share
----------------------------------------------------------
(2) Aggregate number of securities to which transaction 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:
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(4) Date Filed:
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<PAGE>
PROXY STATEMENT
IN OPPOSITION TO THE BOARD OF DIRECTORS OF
TIS MORTGAGE INVESTMENT COMPANY
ANNUAL MEETING OF STOCKHOLDERS
SCHEDULED FOR JUNE 11, 1999
THE COMMITTEE TO SAVE OUR TIS INVESTMENT
TO ALL STOCKHOLDERS
OF TIS MORTGAGE
INVESTMENT COMPANY:
This Proxy Statement is furnished by The Committee To Save Our TIS
Investment ("TIS Committee") in connection with its solicitation of proxies to
be used at the Annual Meeting of Stockholders of TIS Mortgage Investment Company
("TIS" or the "Company") scheduled to be held on Friday, June 11, 1999 at 10:00
a.m., local time, at _________________, San Francisco, California, and at any
adjournments or postponements thereof. This Proxy Statement and the
accompanying BLUE Proxy Card are first being sent to the Company's Stockholders
on or about May 17, 1999.
The Company has set April 19, 1999, as the record date for
determination of Stockholders entitled to notice of, and to vote at, the Annual
Meeting. According to the Company's most recent filing with the Securities and
Exchange Commission, as of April 19, 1999, there were outstanding and entitled
to vote at the Annual Meeting a total of 8,893,250 shares of Common Stock, $.001
par value (the "Shares"). Each Share is entitled to one vote on all matters
submitted to a vote at the Annual Meeting. The affirmative vote of the holders
of a plurality of the Shares cast at the Annual Meeting is required for the
election of Directors.
THE TIS COMMITTEE URGES YOU TO SIGN, DATE AND RETURN THE ENCLOSED BLUE
PROXY CARD TO VOTE FOR THE ELECTION OF THE TIS COMMITTEE'S NOMINEES AS
DIRECTORS. A POSTAGE-PAID ENVELOPE HAS BEEN PROVIDED FOR YOUR CONVENIENCE.
REASONS FOR SOLICITATION
The TIS Committee is soliciting your proxy vote in order to protect
the investments of the shareholders of TIS Mortgage Investment Company ("the
Company") and ensure that the rights of the TIS shareholders are respected and
that the proper democratic
1.
<PAGE>
corporate formalities are followed. In recent years the Board of Directors has
consistently flouted its obligations to ensure that proper corporate procedures
are observed. The Board has refused to honor the rights of shareholders to elect
directors, to participate in annual corporate meetings, and to receive timely,
complete financial information. The reason the Board has acted in this way
appears to be obvious. The dismal financial performance of the company in recent
years apparently has caused the Board to fear facing the TIS shareholders and
allowing the shareholders to exercise their voting rights.
The Board's track history in obstructing shareholder rights is stark:
(1) The Board refused to hold an annual meeting at all in the year
1998 -- in blatant disregard of, among other things, the requirements of the
Company's by-laws and state laws.
(2) Despite the inquiry of TIS shareholders, the Company made no
announcement of any plan to hold an annual shareholder meeting in 1999, despite
the requirement of the by laws that it hold an annual meeting in May. It
appears that the only reason the Board announced an annual meeting for 1999 was
because a lawsuit was filed by a TIS shareholder demanding that a California
court order the Company to comply with state laws protecting shareholders'
rights by conducting an annual meeting.
There is currently a California Court Order in effect stating that
"[TIS] shall hold an annual meeting of Shareholders on or before June 11, 1999
subject to there being a quorum."
(3) When the Company was faced in 1997 with a shareholder proxy
solicitation by shareholders not associated with the then-existing Board of
Directors, it filed a lawsuit attempting to block the nomination of candidates
not selected by the existing Board and spending corporate funds. Clearly, the
Board did not want to allow the TIS shareholders to elect the directors, but
wanted to control that decision themselves.
(4) After a TIS shareholder filed the action to compel the Company to
hold an annual meeting, the Company purchased the shares of a previously
dissenting group of shareholders (the Turkey Vulture Fund) for $2.50 per share,
at a time when the stock was trading at $0.81 per share. You had no vote.
Ironically, in the Company's lawsuit against the Turkey Vulture Fund,
it alleged that the Turkey Vulture Fund was a "type of investor . . . typically
referred to as a `greenmailer.'"
SOLUTIONS TO THE PROBLEMS
The nominees the TIS Committee is recommending and soliciting proxies
for are both (a) an experienced, capable, well-rounded group of business people
who are suited to manage and direct the company's real estate and other
investments and (b) are individuals committed to directing the company in a
fair, democratic, and responsible manner. The
2.
<PAGE>
nominees of the TIS Committee will respect the rights of ALL shareholders. The
nominees are committed to:
(1) Holding in a timely fashion annual shareholder meetings and
encouraging shareholder input, opinions, and ideas with respect to the operation
of the Company to help protect shareholders' TIS investment;
(2) Regularly disseminating complete financial information and
implementing a continuous, effective stockholder relations program to keep
shareholders informed about the Company;
(3) Developing a plan to increase the profitability and net worth of
the Company leading towards increasing shareholder dividends and share trading
prices;
(4) Using the nominees' breadth of experience and wide-ranging skills
to maximize the performance of the Company's real estate investments and other
assets; and
(5) Inviting the participation of all shareholders in directing the
future of the company and providing feedback to the Board of Directors.
Finally, because a majority of the Board of Directors (six out of nine
directors) is subject to election (by court order) due to the Company's failure
to hold an annual meeting in 1998, if our nominees are elected they can effect
immediate change in the fair and democratic participation by shareholders in the
Company and implement the above solutions without delay.
OUR PROMISE TO STOCKHOLDERS
(1) We will NOT terminate employees simply for the sake of cutting
costs; our grievance is with the Company's Directors, not its professional
staff. We trust that with stability, a coherent business plan, professional
management and stockholder oversight, their talents can be put to profitable
use.
(2) We will NOT increase the pay and benefits of officers or reward
them with grants of options on Shares or "golden parachutes" at a time when the
price of Shares of TIS is little more than $1.00.
WHY STOCKHOLDERS INVESTMENT WILL BE
LOST IF BOARD IS NOT CHANGED
Unless the shareholders of the Company elect the nominees of the TIS
Committee, it appears that business as usual will continue. Unfortunately,
business as usual under the past several Board of Directors for the Company
consists of a string of set-backs and failures. For example:
3.
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A. There Has Been a Precipitous Decline in the Share Price of TIS.
In the last quarter of 1988, TIS shares traded as high as $10.00 per
share. The dismal financial performance of the Company since then caused the
stock to decline considerably in price and to be traded during the calendar year
of 1997 for between $1.00 and $1.875 per share. In 1998, the shares traded as
high as $2.375 per share, but dropped to well beneath $1.00 per share by mid-
year. As of January 19, 1999, the closing sales price of the company stock was
only $0.53 per share. As of February 2 the share price was $0.81.
B. The Board's Actions Have Resulted in Scrutiny by Both the New York
Stock Exchange and the Pacific Stock Exchange.
Up until approximately August, 1998, the company was listed on both
the New York Stock Exchange ("NYSE") and the Pacific Exchange. However, TIS was
delisted from the NYSE because it failed to meet the continued listing
requirements. Although the company continues to be listed on the Pacific
Exchange, it was recently subjected to a review by the Exchange's Equity Listing
Committee.
C. The Company's Failure to Hold an Annual Meeting in 1998 Resulted
in Several Members of the Board of Directors Serving Without the Express Consent
of the Shareholders.
Section 1.1 of the Company's by-laws requires that the annual
shareholders' meeting be held in May. Notwithstanding the requirement of its
own by-laws and the listing requirements of the Pacific Exchange, the Company
failed to hold an annual shareholders' meeting in 1998. The last shareholders'
meeting was held in May 1997 -- more than two years ago. The Company received
numerous requests (both orally and in writing) that the required meeting be
held. Nonetheless, the Company steadfastly refused to hold such a meeting or
explain why no such meeting was being held. As a result of the Company's
failure to hold the required annual shareholders' meeting in 1998, three
directors whose terms were to expire pursuant to the by-laws (including the
Chairman and President/CEO of the company) continued to serve on the Board of
Directors without the shareholders' express consent.
THE COMMITTEE TO SAVE OUR TIS INVESTMENT
The members of the Committee to Save Our TIS Investment (hereafter
"TIS Committee") are Frederick G. Tobin, Thomas Hedrick, Henry Elkins, John
Finn, Howard A. Shiebler, and Chris Kostanecki. As of the record date, members
of the TIS Committee beneficially owned 183,100 Shares, representing
approximately 2% of the outstanding Shares.
Additional information concerning the TIS Committee is set forth in
Appendix A hereto.
4.
<PAGE>
WE ARE STOCKHOLDERS
The TIS Committee is not attempting to benefit itself at the expense
of any other Stockholders. Rather, the TIS Committee is seeking to increase
value to all Stockholders. Neither the TIS Committee nor its nominees will
acquire any of the operations or assets of TIS or be compensated either as
principal or agent in transactions relating to the redeployment of the assets of
TIS, or earn any profits, commissions or other fees from TIS for their services
in connection therewith, other than (1) such compensation, if any, as might be
payable to any of the nominees solely in their capacities as Directors of TIS,
(2) payments received by the Fund in its capacity as a holder of stock of TIS,
(3) reimbursement from TIS of the expenses of the solicitation of proxies or (4)
in any transaction approved by a majority of TIS stockholders.
NOMINEES FOR ELECTION AS DIRECTORS
The Company's Board of Directors is presently composed of nine
Directors, divided into three classes of Directors who serve for three-year
terms. At the annual meeting, Company stockholders will (i) elect two Class III
directors to serve until the 2000 annual meeting of stockholders and until their
successors are elected and qualify, (ii) elect two Class I directors to serve
until the 2001 annual meeting of stockholders and until their successors are
elected and qualify, and (iii) elect two Class II directors to serve until the
2002 annual meeting of stockholders and until their successors are elected and
qualify. In opposition to the incumbent Class of the Board of Directors the TIS
Committee is proposing a slate of six experienced and well-qualified nominees
for election as Directors of the Company who, if elected, would constitute two-
thirds of the Board of Directors.
Each nominee named below has consented to serve as a director of the
Company if elected. The TIS Committee does not expect that any of the nominees
will be unable to stand for election but, in the event that a vacancy in the
slate of nominees should occur unexpectedly, the Shares represented by the
enclosed BLUE Proxy Card will be voted for a substitute candidate selected by
the TIS Committee.
The TIS Committee is nominating, and recommending the election of, the
following persons to serve as directors of the Company in the classes indicated
below until the annual meetings of stockholders in the years indicated below and
until their successors are elected and qualify:
Name Class
- ---- -----
Frederick G. Tobin II
Thomas Hedrick II
Henry Elkins I
John Finn I
Howard A. Shiebler III
Chris Kostanecki III
5.
<PAGE>
The following information concerning business address, age, and
principal occupation has been furnished by the Committee to Save Our TIS
Investment's nominees.
<TABLE>
<S> <C>
Frederick G. Tobin Mr. Tobin is an attorney with a general practice in the state of
360 Town Farm Road Rhode Island. He has been in practice since 1972. Mr. Tobin is
Coventry, RI 02816 also the attorney for the Coventry School Department, a position
he has held since 1987. As well as maintaining his legal
practice, Mr. Tobin has been actively involved in his community
and has served as both the Town Council President and Town
Solicitor for the Town of Coventry. Mr. Tobin is 51 years old.
Thomas Hedrick Thomas Hedrick is a Portfolio Manager in Northern California for
101 Lincoln Centre Dr. the Western Region Commercial Industrial Division of Lincoln
Foster City, CA 94404 Property Company. Mr. Hedrick oversees the management and
marketing of a $3.9M S.F. industrial, research and development
program, and office portfolio worth $200M. He handles all lease
negotiations and marketing programs. Mr. Hedrick maintains
fiduciary relationships with institutional partners, corporate
investors, and LPC ownership entities and manages broker
relationships on the Peninsula and in Silicon Valley. Prior to
joining LPC, Mr. Hedrick worked for CB Commercial Real Estate
Services and Trammel Crow Company. His key assignments include
the implementation and oversight of the project marketing
programs, warehouse research and development and office leases,
build-to-suits and assisting in new business development for
existing clients. Mr. Hedrick provides monthly operations,
marketing and budget reports to various financial partners,
investor clients, and senior management. His key clients are
Ehrenkranz & Ehrenkranz LLP, The Archon Group, The Principal
Financial Group, J.P. Morgan, LPC/Whitehall Realty. Mr. Hedrick
is 35 years old.
Henry Elkins Henry Elkins is a sociologist (International Public Health) and a
430 Park Avenue software developer. Mr. Elkins has been developing health sector
New York, NY 10022 software for Blackberry Technologies since 1998. Prior to
joining Blackberry Technologies, Mr. Elkins was president of
Henry Elkins and Associates, a software development and
consulting company. Mr. Elkins received his BA from Yale and his
MA and Ph.D. (Sociology) from the University of Chicago. Mr.
Elkins is 62 years old.
</TABLE>
6.
<PAGE>
<TABLE>
<S> <C>
John Finn John Finn is Vice President of Braman & White LLC. Mr. Finn
3372 Valley Road entered the financial service business in 1986. At Braman &
Middleton, RI 02840 White, Mr. Finn specializes in business succession planning,
employee benefit planning, estate planning and retirement
planning. Mr. Finn is thirty-eight years old.
Howard A. Shiebler Howard Shiebler is a Senior Vice President for Mellon U.S.
525 Market St., Ste. 3500 Leasing, a wholly owned subsidiary of Mellon Bank. Headquartered
San Francisco, CA 94105 in San Francisco, Mr. Shiebler is responsible for a nationwide
sales force of 75 and $1.7 Billion in leased assets. Prior to
joining Mellon, Mr. Shiebler held various senior marketing and
sales positions with General Electric. Mr. Shiebler is
thirty-eight years old.
Chris Kostanecki Chris Kostanecki is a Retail Property Investment Sales Specialist
750 Battery St., Ste. 500 with Marcus & Millichap of San Francisco. Over his eleven years
San Francisco, CA 94111 in the business, Mr. Kostanecki has become a leading broker in
the industry selling single tenant rental properties and anchored
shopping centers. Mr. Kostanecki also serves a board member for
several divisions of Marcus & Millichap which include the single
Tenant Specialty Division, Anchored Retail Specialty Division and
the Market and Research Division. Mr. Kostanecki is thirty-five
years old.
</TABLE>
None of the nominees has been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) during the past ten
years.
VOTING OF PROXIES
Unless otherwise indicated, the persons named in the accompanying BLUE
Proxy Card will vote properly executed and duly returned proxies (i) FOR the
election of six TIS Committee nominees as members of the Class of the Board of
Directors of the Company to serve for the term of the number of years
corresponding to the classes listed above and until their successors are elected
and qualified, and (ii) in accordance with their judgment on such other business
as may be properly presented to the meeting and any adjournment or postponement
thereof.
BLUE Proxy Cards should be signed, dated and returned in the postage-
paid envelope provided. Execution of the enclosed BLUE Proxy Card will not
affect a stockholders' right to attend the Annual Meeting and vote in person. A
stockholder who has given a proxy may revoke it at any time before such proxy is
voted either by a later dated proxy or by voting in person at the Annual
Meeting. Attendance at the Annual Meeting will not in and of itself constitute
a revocation. If you were a stockholder of record on the Record Date, you will
retain the voting rights in connection with the Annual Meeting even if you sell
or sold such Shares after
7.
<PAGE>
the Record Date. Accordingly, it is important that you vote the Shares held by
you on the Record Date or grant a proxy to vote such Shares whether or not you
still own such Shares.
Stockholders cannot select Directors from among those proposed by the
Company and the Committee to Save Our TIS Investment. Therefore, if you wish to
support the TIS Committee's nominees, your last dated properly executed proxy
must be a BLUE Proxy Card.
PROXY SOLICITATION; EXPENSES
Proxies may be solicited by mail, telephone, telecopier and personal
solicitation. Any of the members of the Committee to Save Our TIS Investment and
any regular employee of Beacon Hill Partners may be used to solicit proxies, and
will not receive additional compensation therefor. Banks, brokerage houses and
other custodians, nominees and fiduciaries will be requested to forward the
soliciting material of the TIS Committee to their customers for whom they hold
shares and the TIS Committee will reimburse them for their reasonable out-of-
pocket expenses.
The TIS Committee has retained Beacon Hill Partners, 90 Broad Street,
New York, New York, 10004, to assist in the solicitation of proxies. The TIS
Committee has agreed to pay Beacon Hill Partners a fee of $25,000 and to
reimburse it for its reasonable out-of-pocket expenses. Approximately 25 people
will be used by Beacon Hill Partners in its solicitation efforts.
The TIS Committee anticipates that its total expenditures relating to
the solicitation will be approximately $100,000; total expenditures to date have
been less than $10,000. The entire expense of preparing, assembling, printing
and mailing this Proxy Statement and related materials and the cost of
soliciting proxies for the nominees proposed by the TIS Committee will be borne
by the Committee to Save Our TIS Investment in a manner to be determined by the
Committee to Save Our TIS Investment. The Committee to Save Our TIS Investment
will seek reimbursement from the company for those expenses and does not intend
to seek stockholder approval for such reimbursement at a subsequent meeting
unless such approval is required under applicable state law.
STOCKHOLDER PROPOSALS FOR 1999 ANNUAL MEETING
In order to be included in the Company proxy statement for the 1999
Annual Meeting, any stockholder proposal to be presented at the 1999 Annual
Meeting must be received in the office of the Secretary of the Company at its
principal executive offices by the date specified in the Company proxy statement
for this year's Annual Meeting.
8.
<PAGE>
OTHER MATTERS
The TIS Committee is not aware of any other matters to be considered
at the Annual Meeting other than the election of Directors. However, if any
other matters properly come before the meeting, the persons named in the
enclosed BLUE Proxy Card will have discretionary authority to vote all proxies
with respect to such matters in accordance with their judgment.
Sincerely,
COMMITTEE TO SAVE OUR TIS INVESTMENT
9.
<PAGE>
APPENDIX A
On the date hereof, the following committee members are the beneficial
owners of 183,100 Shares, representing approximately 2% of the Common Shares
outstanding according to the most recently available filing by the Company with
the Securities and Exchange Commission.
In the operation of the TIS Committee, Frederick Tobin, as the
Chairman of the TIS Committee, makes all decisions concerning the business and
affairs of the TIS Committee in consultation the TIS Committee members.
Under Rule 13d-3 promulgated by the Securities and Exchange
Commission, "a beneficial owner of a security includes any person, who, directly
or indirectly, through any contract, arrangement, understanding, relationship,
or otherwise has or shares:
(1) Voting power which includes the power, to vote, or to direct the
voting of, such security, and/or
(2) Investment power which includes the power to dispose, or to direct
the disposition of, such security."
Because the members of the TIS Committee lack any of the requisite powers of
beneficial ownership over the shares held by other members, none of them are
beneficial owners of the Shares solely because of their membership on the TIS
Committee.
The table below sets forth all Shares purchased and sold by the
Members of the Committee to Save Our TIS Investment within the past two years,
the dates on which such purchases or sales were made.
10.
<PAGE>
<TABLE>
<CAPTION> NO. OF SHARES
-------------
NAME PURCHASED NO. OF SHARES SOLD DATE
--------- ------------------ ----
<S> <C> <C> <C>
Frederick G. Tobin 7,400 03/17/98
7,500 03/25/98
3,400 05/26/98
1,700 05/28/98
5,000 07/28/98
Thomas Hedrick 1,500 03/03/98
2,500 03/05/98
5,000 03/10/98
10,000 03/19/98
6,000 05/18/98
2,000 05/20/98
3,000 06/01/98
5,000 03/09/99
5,000 03/19/99
Henry Elkins 10,000 03/17/98
20,000 03/18/98
15,000 03/19/98
13,000 08/26/98
5,000 12/16/98
5,000 01/06/99
3,000 03/08/99
John Finn 0 _______
Howard Shiebler 20,000 03/17/98
20,000 03/18/98
</TABLE>
11.
<PAGE>
<TABLE>
<S> <C> <C> <C>
15,000 03/19/98
7,500 03/20/98
7,500 03/20/98
3,000 06/01/98
3,000 08/26/98
5,000 09/30/98
5,000 09/30/98
5,000 09/30/98
3,000 10/06/98
10,000 11/04/98
67,500 12/14/98
Chris Kostanecki 7,500 10/28/98
5,000 10/28/98
16,000 10/30/98
100 10/31/98
</TABLE>
Except as otherwise set forth in this Appendix A, neither the TIS
Committee nor any "associate" of any of the foregoing persons or any other
person who may be deemed a "participant" in the Proxy Solicitation is the
beneficial or record owner of any Shares. Except as otherwise set forth in this
Appendix A, neither any "associate" nor any other person who may be deemed a
"participant" in the Proxy Solicitation has purchased or sold any Shares within
the past two years, borrowed any funds for the purpose of acquiring or holding
any Shares or is or was within the past year a party to any contract or
arrangement or understanding with any person with respect to any Shares. There
has not been any transaction since the beginning of the Company's last fiscal
year and there is not currently any proposed transaction to which the Company is
a party, in which any "associate" or immediate family member of any of the
foregoing persons or any other person who may be deemed a "participant" in the
Proxy Solicitation had or will have a direct material interest.
[BACK COVER PAGE]
IMPORTANT
Your vote is important. No matter how many or how few shares you own,
please vote FOR the TIS Committee's nominee's by signing, dating and mailing the
enclosed BLUE
12.
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Proxy Card today. The TIS Committee urges you NOT to return any proxy card sent
to you by the Board of Directors of TIS.
If you have already returned a Board of Directors' proxy card before
receiving this proxy statement, you have every right to change your vote by
signing and returning the enclosed BLUE Proxy Card. Only your latest dated
properly executed proxy will count at the annual meeting.
If you own your shares in the name of a brokerage firm, your broker
cannot vote such shares unless he received your specific instructions. Please
sign, date and turn the enclosed BLUE Proxy Card in the postage-paid envelope
that has been provided.
If you have any questions about how to vote your shares, please call
our proxy solicitor:
Beacon Hill Partners
90 Broad Street
New York, NY 10004
Telephone: (800) 755-5001
13.
<PAGE>
[FORM OF PROXY]
TIS MORTGAGE INVESTMENT COMPANY
PROXY FOR THE
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD JUNE 11, 19999
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
The undersigned stockholder of TIS Mortgage Investment Company, a
Maryland corporation (the "Company") hereby appoints __________________________,
or any one of or more of them, each with full power of substitution, as Proxies,
to represent the undersigned and vote as directed on the reverse hereof the
undersigned's share of common stock of the Company at the Company's annual
meeting of stockholders to be held at the ______________, located at
___________________, San Francisco, California, Friday, June 11, 1999, at 10:00
a.m., local time, and at any and all adjournments or postponements thereof.
THIS PROXY, WHEN PROPERLY SIGNED, WILL BE VOTED IN THE MANNER DIRECTED
BY THE UNDERSIGNED STOCKHOLDER ON THE REVERSE HEREOF. IF NO DIRECTION IS GIVEN,
THIS PROXY WILL BE VOTED FOR THE ELECTION OF THE NOMINEES FOR DIRECTOR LISTED ON
THE REVERSE HEREOF, SEE THE ACCOMPANYING PROXY STATEMENT. THIS PROXY REVOKES
ALL PRIOR PROXIES GIVEN BY THE UNDERSIGNED.
(Continued and to be signed and dated on the other side.)
1.
<PAGE>
/X/ Please mark your votes as in this example
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR EACH OF THE NOMINEES
LISTED BELOW FOR DIRECTOR.
(1) ELECTION OF DIRECTORS
/ / FOR all nominees listed at right (except as indicated to the
contrary below)
/ / WITHHOLD AUTHORITY to vote for all nominees listed at right
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, WRITE
THAT NOMINEE'S NAME ON THE SPACE BELOW.)
__________________________________________________
(2) OTHER BUSINESS. In their discretion, the Proxies are authorized to vote
for the election of such substitute nominee(s) for director as the Board of
Directors shall select if any nominee(s) named above become(s) unable to
serve and upon such other business as may properly come before the annual
meeting and any and all adjournments or postponements thereof, including
among other things, a motion to adjourn the annual meeting to another time
or place for, among other things, the purpose of soliciting additional
proxies.
Please date this proxy and sign exactly as your name(s) appears
hereon. When signing as attorney, executor, administrator, trustee, guardian or
other representative, give your full title as such. If a corporation, sign the
full corporate name by an authorized officer, stating his or her title. If a
partnership, sign in partnership name by authorized person.
Dated: _________________, 1999
________________________________
Signature
________________________________
Title
________________________________
Signature if held jointly
________________________________
Title
PLEASE VOTE, SIGN, DATE AND RETURN THIS PROXY AS PROMPTLY AS POSSIBLE IN THE
POSTAGE-PREPAID ENVELOPE PROVIDED.
2.
