<PAGE> 1
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934
FILED BY THE REGISTRANT [X] FILED BY A PARTY OTHER THAN THE REGISTRANT [ ]
- --------------------------------------------------------------------------------
Check the appropriate box:
[ ] Preliminary Proxy Statement
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss.240.14a-11(c) or ss.240.14a-12
[ ] Confidential, for use of the Commission only (as permitted by Rule
14a-6 (e)(2))
BTU International, Inc.
(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 Act Rules 14a-6(i)(1) and 0-11.
1) Title of each class of securities to which transaction applies:
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 previously paid 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:
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<PAGE> 2
BTU INTERNATIONAL, INC.
23 ESQUIRE ROAD
NORTH BILLERICA, MASSACHUSETTS 01862-2596, USA
----------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
MAY 21, 1999
----------
Notice is hereby given that the Annual Meeting of Stockholders of BTU
International, Inc. will be held at the offices of the Company, 23 Esquire Road,
North Billerica, Massachusetts, at 10:00 A.M. on Friday, May 21, 1999 for the
following purposes:
1. To elect four directors to serve for the ensuing year.
2. To transact any other business that may properly come before the
meeting or any adjournment thereof.
Stockholders of record at the close of business on April 14, 1999 are
entitled to notice of and to vote at the meeting.
If you are unable to be present personally, please sign and date the
enclosed proxy and return it promptly in the enclosed envelope.
By Order of the Board of Directors
JOHN E. BEARD
Secretary
North Billerica, Massachusetts
April 22, 1999
<PAGE> 3
ANNUAL MEETING OF STOCKHOLDERS
MAY 21, 1999
----------
PROXY STATEMENT
----------
The enclosed proxy is solicited on behalf of the Board of Directors of BTU
International, Inc. ("BTU" or the "Company") to be voted at the Annual Meeting
of Stockholders (the "Meeting") to be held on May 21, 1999 or at any adjournment
thereof. The cost of solicitation of proxies will be borne by BTU. Directors,
officers and employees of BTU may also solicit proxies by telephone, telegraph
or personal interview. BTU will reimburse banks, brokerage firms and other
custodians, nominees and fiduciaries for reasonable expenses incurred by them in
sending proxy materials to the beneficial owners of shares.
The holders of record of shares of common stock, par value $.01 per share,
of the Company (the "Common Stock") at the close of business on April 14, 1999
are entitled to notice and to vote at the Meeting. There were 6,789,613 shares
of Common Stock outstanding on that date, each of which is entitled to one vote
on each matter to come before the Meeting.
Shares of Common Stock represented by proxies in the form enclosed, if
properly executed and returned and not revoked, will be voted as specified, but
where no specification is made, the shares will be voted to fix the number of
directors at four and for the election as directors of the nominees named below.
To be voted, proxies must be filed with the Secretary prior to voting. Proxies
may be revoked at any time before exercise by filing a notice of such revocation
with the Secretary.
The holders of a majority of the issued and outstanding shares of Common
Stock, present in person or represented by proxy and entitled to vote, will
constitute a quorum for the transaction of business at the Meeting. Directors
shall be elected by a plurality of the votes cast at the meeting for the
election of directors. The person designated as the election inspector will
count shares represented by proxies that withhold authority to vote for a
nominee for election as a director or that reflect abstentions and "broker
non-votes" (i.e. shares represented at the meeting held by brokers or nominees
as to which (i) instructions have not been received from the beneficial owners
or persons entitled to vote and (ii) the brokers or nominee does not have the
discretionary voting power on a particular matter) only as shares that are
present and entitled to vote on the matter for the purposes of determining the
presence of a quorum, but neither abstentions nor brokers non-votes will have
any effect on the outcome of voting on the matter.
The Annual Report to Stockholders for BTU's fiscal year ended December 31,
1998 has been mailed with this proxy statement. This proxy statement and the
enclosed proxy were mailed to stockholders on the same date as the date of the
Notice of Annual Meeting of Stockholders. The principal executive offices of BTU
are located at 23 Esquire Road, North Billerica, Massachusetts 01862-2596.
1. ELECTION OF DIRECTORS
The persons named in the enclosed proxy intend to vote each share as to
which a proxy has been properly executed and returned and not revoked to fix the
number of directors at four and in favor of the election as directors of the
four nominees named below, all of whom are now directors of BTU, unless
authority to vote for the election of any or all of such nominees is withheld by
marking the proxy to that effect.
The persons elected as directors will serve until the next Annual Meeting
of Stockholders and until their successors are elected and shall qualify. It is
expected that each of the nominees will be able to serve, but if any nominee is
unable to serve, the proxies reserve discretion to vote or refrain from voting
for a substitute nominee or nominees or to fix the number of directors at a
lesser number.
1
<PAGE> 4
<TABLE>
<CAPTION>
BUSINESS EXPERIENCES AND DIRECTOR
NAME CURRENT DIRECTORSHIPS AGE SINCE
---- ------------------------ --- --------
<S> <C> <C> <C>
Paul J. van der Wansem ....... President, Chief Executive Officer and 59 1979
Chairman of the Board of Directors of
the Company.
David A.B. Brown ............. Director of the Company; President of 55 1989
The Windsor Group, Inc., a management
consulting firm of which he is
co-founder; Director, EMCOR Group, Inc.,
an electrical and mechanical engineering
company; Director, Marine Drilling
Companies, an owner and operator of
offshore drilling rigs.
Director, Technical Communications Corp.,
a manufacturer and marketer of Encryptian
equipment (1) (2)
J. Chuan Chu ................. Director of the Company; Chairman of 79 1991
Columbia International Corporation, an
engineering firm; Senior Advisor, Office
of the President of SRI International,
an international consulting firm;
Director, Interproject Corp., an
international construction and trading
company; Senior Research Professor,
Development Research Center, State
Council, China (1) (2)
Joseph F. Wrinn .............. Director of the Company; 45 1999
Vice President, and General Manager of
The Assembly Test Division of Teradyne, Inc.
</TABLE>
- ----------
(1) Member of Audit Committee
(2) Member of Stock Option and Compensation Committee.
During 1998, the Board of Directors held four meetings. All Directors
attended 100% of the Board and relevant committee meetings during 1998. Each
director who is not an officer or employee of the Company receives an annual
retainer. For 1998, the annual retainer for directors was $5,000 at the
beginning of the year and was increased in June 1998 to $10,000. In connection
with this increase, directors are now permitted to elect to take up to one-half
of their annual retainer in the form of stock options. The number of options is
equal to twice the number of shares determined by dividing the cash amount by
the fair market value of the common stock on the payment date. The exercise
price of the options is equal to the fair market value of the common stock on
the date of the award. The options become exercisable on the first anniversary
of the date of grant and expire three years from the date of grant. Under this
program, which was only in effect for half of 1998, Mr. Brown and Dr. Chu each
elected to receive an option to purchase 1,740 shares of common stock at an
exercise price of $2.875 per share. Plus each non-employee director receives
$750 for each Board meeting attended and $500 for each committee meeting
attended independent of a Board meeting.
During 1998 the Company paid $16,250 in consulting fees to a company of
which Dr. Chu is the chairman.
Under the Company's 1998 Stock Option Plan for Non-Employee Directors, on
October 1, 1998 each non-employee director received an option to purchase 1000
shares of BTU Common Stock with an exercise price equal to the fair market value
of the stock on that date ($2.875 per share). These options become exercisable
as to one-fourth of the shares on each of the first four anniversaries of the
date of grant.
2
<PAGE> 5
The Audit Committee in 1998, comprised of David A.B. Brown (Chairman),
Alexander V. d'Arbeloff (then a director of the Company) and J. Chuan Chu who
are not employees of the Company. The Committee held one meeting during 1998.
The Committee recommends to the Board of Directors the independent public
accountants to be engaged by the Company; reviews with the independent public
accountants and management the Company's internal accounting procedures and
controls; and reviews with the independent public accountants the scope and
results of the auditing engagement.
The Stock Option and Compensation Committee, comprised in 1998 of J. Chuan
Chu (Chairman), Alexander V. d'Arbeloff (then a director of the Company) and
David A.B. Brown, administers the Company's stock option and compensation plans
and provides recommendations to the Board of Directors regarding compensation
matters. The Committee held no meetings independent of the Board of Directors
meetings during 1998.
The Company has no nominating committee.
In November 1998 Mr. d'Arbeloff retired from his position as a Director of
the Company after 14 years of service.
Mr. Joseph F. Wrinn was elected as a Director on April 9, 1999.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Under Section 16(a) of the Securities Exchange Act of 1934, as amended, the
Company's directors, its officers and any persons holding more than ten percent
of the Company's Common Stock are required to report to the Securities and
Exchange Commission holdings and transactions in the Common Stock. Specific due
dates for these reports have been established, and the Company is required to
report in this proxy statement any failure during 1998 to file by these dates.
The Company's directors, officers and ten percent holders satisfied all of these
filing requirements for 1998. In making these statements, the Company has relied
on the written representations of its directors, officers and ten percent
holders and copies of the reports that they have filed with the Commission and
the Company.
BENEFICIAL OWNERSHIP OF SHARES
The following table sets forth certain information regarding beneficial
ownership as of April 14, 1999 of the Company's Common Stock (i) by each person
known by the Company to own beneficially more than 5% of the Company's Common
Stock, (ii) by each of the Company's directors and nominees, (iii) by each
executive officer of the Company and (iv) by all directors and executive
officers of the Company as a group.
<TABLE>
<CAPTION>
COMMON STOCK
BENEFICIALLY OWNED (1)
---------------------------
NUMBER OF PERCENT OF
DIRECTORS AND EXECUTIVE OFFICERS SHARES CLASS
- -------------------------------- --------- ----------
<S> <C> <C>
Paul J. van der Wansem(2) ........................ 1,767,497 26.0%
David A.B. Brown ................................. 8,250 *
J. Chuan Chu ..................................... 2,725 *
Joseph F. Wrinn .................................. 0 *
Santo J. DiNaro .................................. 0 *
Thomas P. Kealy(3) ............................... 17,030 *
All directors and executive officers
as a group (6 persons)(4) ...................... 1,795,502 26.4%
</TABLE>
3
<PAGE> 6
<TABLE>
<CAPTION>
5% BENEFICIAL OWNERS
- ---------------------
<S> <C> <C>
FMR Corp.(5) ......................................... 364,800 5.4%
82 Devonshire Street
Boston, MA 02109
Dimensional Fund Advisors Inc(6) ..................... 447,900 6.6%
1299 Ocean Avenue
Santa Monica, CA 90401
John W. L. Moses(7) .................................. 370,000 5.4%
3616 N Albermarle St.
Arlington, VA 22207
</TABLE>
* Less than one percent
(1) Except as otherwise noted, each person or entity named in the table has
sole voting and investment power with respect to all shares of Common Stock
shown as beneficially owned by him or it.
(2) Includes 120,000 shares of Common Stock held by trusts, of which Mr. van
der Wansem is a trustee, for the benefit of certain members of Mr. van der
Wansem's family. Mr. van der Wansem disclaims beneficial ownership in the
shares held this trust. Also includes 26,947 shares held in a family
limited partnership, in which Mr. van der Wansem is a general partner and a
limited partner. Also includes 86,050 shares held by Mrs. van der Wansem,
in which Mr. van der Wansem disclaims beneficial ownership. Mr. van der
Wansem has no options which are exercisable within 60 days of the record
date.
(3) Includes 4,000 shares for Mr. Kealy which are a result of options
exercisable within 60 days of the record date.
(4) Includes 10,500 shares which are as a result of options which are
exercisable within 60 days of the record date.
(5) According to information filed on February 1, 1999 with the Securities and
Exchange Commission in a Schedule 13G, Edward C. Johnson 3d, FMR Corp.,
through its wholly owned subsidiary Fidelity Management & Research Company
("Fidelity"), and the Fidelity Low-Priced Stock Fund ("the Fund") each has
sole power to dispose of the 364,800 shares owned by the Fund. Fidelity
carries out voting of the shares under written guidelines established by
the Fund's Board of Trustees.
(6) According to information filed on February 12, 1999 with the Securities and
Exchange Commission in a Schedule 13G, Michael T. Scardina, of Dimensional
Fund Advisors Inc., ("the Fund"), has sole power to dispose of the 447,900
shares owned by the Fund. The Fund carries out voting of the shares under
written guidelines established by the Fund's Board of Trustees.
(7) According to information filed on January 5, 1998 with the Securities and
Exchange Commission in a Schedule 13D and updated by the stockholder, John
W. L. Moses owns 370,000 shares and has the sole power to dispose of and
vote these shares.
4
<PAGE> 7
EXECUTIVE COMPENSATION
The following table sets forth information with respect to compensation
paid to or accrued on behalf of the persons who on December 31, 1998 were the
chief executive officer and the two other most highly paid executive officers of
the Company (the "Named Executive Officers") for services to the Company for the
years 1996, 1997 and 1998.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
ANNUAL AWARDS
COMPENSATION SECURITIES
---------------------- UNDERLYING ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY($) BONUS($) OPTIONS(#)(1) COMPENSATION($)(2)
- --------------------------- ---- --------- -------- ------------- ------------------
<S> <C> <C> <C> <C> <C>
Paul J. van der Wansem ................... 1998 260,000 2,290 40,000 36,453
Chairman and 1997 253,590 2,750 50,000 36,454
Chief Executive Officer 1996 250,218 -- 12,000 8,250
Santo J. DiNaro .......................... 1998 150,000 16,291 30,000 2,192
Executive Vice President 1997 11,538 536 20,000
1996 -- -- -- --
Thomas P. Kealy .......................... 1998 100,770 846 5,000 2,015
Vice President, Corporate Controller 1997 98,314 1,066 8,000 1,953
and Chief Accounting Officer 1996 98,146 -- 5,000 1,864
</TABLE>
(1) Options listed for 1996, 1997, and 1998 were repriced on 9/29/98 (see Stock
Option Repricing table).
(2) Consists of Company contributions to the 401(k) plan and, in the case of
Mr. van der Wansem, payment for life insurance.
OPTION GRANTS IN 1998
The following table sets forth information with respect to options granted to
the Named Executive Officers during 1998.
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS POTENTIAL REALIZABLE
-------------------------------------------------------- VALUE AT ASSUMED
NUMBER OF ANNUAL RATES OF STOCK
SECURITIES % OF TOTAL PRICE APPRECIATION
UNDERLYING GRANTED TO EXERCISE FOR OPTION TERM
OPTIONS EMPLOYEES IN PRICE EXPIRATION ---------------------
GRANTED(#)(1) FISCAL YEAR ($/SHARE) DATE 5%($) 10%($)
------------- ------------ --------- ---------- ------- -------
<S> <C> <C> <C> <C> <C> <C>
Paul J. van der Wansem ........ 40,000 13.3% $4.3125 06/15/02 $37,175 $80,057
Santo J. DiNaro ............... 10,000 3.32% $5.0000 02/13/05 $20,355 $47,436
20,000 6.63% $4.3125 06/15/02 $18,587 $40,029
Thomas P. Kealy ............... 5,000 1.70% $4.3125 06/15/02 $ 4,647 $10,007
</TABLE>
(1) These options together with certain options granted in previous years were
repriced 9/29/98 (see Stock Option Repricing table).
5
<PAGE> 8
The table below sets forth information with respect to the exercise of options
during 1998 and the aggregate value at year end of options held by the Named
Executive Officers.
AGGREGATED OPTION EXERCISES IN
LAST FISCAL YEAR AND FY-END OPTION VALUE
<TABLE>
<CAPTION>
NUMBER OF (1)
SECURITIES VALUE OF
UNDERLYING UNEXERCISED
UNEXERCISED IN-THE-MONEY
SHARES OPTIONS AT OPTIONS AT
ACQUIRED ON DECEMBER 31, 1998 DECEMBER 31, 1998
EXERCISE VALUE EXERCISABLE/ EXERCISABLE/
NAME (#) REALIZED($) UNEXERCISABLE(#) UNEXERCISABLE($)
- ---------------------- --------- ----------- ----------------- -----------------
<S> <C> <C> <C> <C>
Paul J. van der Wansem ......... 0 0 0/102,000 0/12,750
Santo J. DiNaro................. 0 0 0/50,000 0/6,250
Thomas P. Kealy................. 0 0 4,000/18,000 4,000/2,250
</TABLE>
(1) Value is based on the closing sales price of the Company's Common Stock on
December 31, 1998, the last trading day of 1998 ($3.00), less the
applicable option exercise price.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Messrs. Brown, Chu, and d'Arbeloff , none of whom is or was an executive
officer of the Company during 1998, served on the Compensation Committee.
STOCK OPTION REPRICING
The following table sets forth information concerning the repricing of
stock options. This repricing was offered to all employees, with a new four year
vesting schedule and five-year expiration for all repriced options. The table
below sets forth information regarding repriced options held by the Named
Executive Officers.
STOCK OPTION REPRICING
<TABLE>
<CAPTION>
Number of
Securities Market Price Exercise
Underlying of Stock at Price at New Length
Options Time of Time of Exercise Of Term
Date of Repriced Repricing Repricing Price Repriced
Name and Position Repricing (#) ($) ($) ($) Options
- ----------------- --------- ---------- ------------ --------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
Paul J. van der Wansem 9/29/98 12,000 $2.875 $4.88125 $2.875 5 Years
President and 9/29/98 50,000 $2.875 $3.75000 $2.875 5 Years
Chief Executive Officer 9/29/98 40,000 $2.875 $4.31250 $2.875 5 Years
Santo J. DiNaro 9/29/98 20,000 $2.875 $5.75000 $2.875 5 Years
Executive Vice President 9/29/98 10,000 $2.875 $5.00000 $2.875 5 Years
9/29/98 20,000 $2.875 $4.31250 $2.875 5 Years
Thomas P. Kealy 9/29/98 5,000 $2.875 $4.43750 $2.875 5 Years
Vice President 9/29/98 8,000 $2.875 $3.75000 $2.875 5 Years
Corporate Controller 9/29/98 5,000 $2.875 $4.31250 $2.875 5 Years
Chief Accounting Officer
</TABLE>
6
<PAGE> 9
REPORT OF THE COMPENSATION COMMITTEE ON EXECUTIVE COMPENSATION
The Compensation Committee has submitted the following report:
In April 1998 the Compensation Committee, as part of the Board of Directors
meeting, continued the Management Incentive Compensation Plan that was adopted
in 1996. This plan would pay executives of the Company a cash bonus based on
attaining certain goals, these goals are both an earnings per share target and
the accomplishment of specific organizational goals.
Operating performance in 1998 resulted in no payments pursuant to the
Management Incentive Compensation Plan as actual earnings per share were below
minimum target levels.
The Company has an Incentive Profit Sharing Plan for all eligible
employees. The persons included in the Management Incentive Compensation Plan
are eligible to participate in the Company-wide profit sharing plan, but any
earnings they derive from this plan during the year are deducted from their
bonuses earned under the Management Incentive Compensation Plan.
In September 1998, the Compensation Committee reviewed the employees'
outstanding options and determined that many employees of the Company held
options at exercise prices that limited their effectiveness as a tool for
employee retention and as a long-term incentive. To address the issue, the
Compensation Committee approved a Stock Option Repricing program. Under the
Repricing program all employee were permitted to exchange all of their option
issued after 1995, for new options with a new four year exercisable schedule
with a five year expiration term, on a one-for-one basis with an exercise price
of $2.875, the fair market value of the Common Stock on the date of the
repricing. This program was approved by the Board of Directors.
J. Chuan Chu, Chairman
David A.B. Brown
Alexander D. d'Arbeloff
7
<PAGE> 10
COMPARATIVE STOCK PERFORMANCE
The following graph shows the cumulative total return on BTU Common Stock
since December 31, 1993 compared to the Standard & Poors 500 Index and the
Standard & Poors Technology Sector Index. Historical stock price performance is
not necessarily indicative of future performance.
[PERFORMANCE GRAPH]
<TABLE>
<CAPTION>
CUMULATIVE TOTAL RETURN
---------------------------------------------
12/93 12/94 12/95 12/96 12/97 12/98
----- ----- ----- ----- ----- -----
<S> <C> <C> <C> <C> <C> <C>
BTU INTERNATIONAL, INC. 100 224 221 141 244 141
S & P 500 100 101 139 171 229 294
S & P TECHNOLOGY SECTOR 100 117 168 238 300 519
</TABLE>
8
<PAGE> 11
AUDIT MATTERS
Arthur Andersen LLP has been selected to examine the financial statements
of the Company for the year ended December 31, 1999, and to report the results
of their examination.
A representative of Arthur Andersen LLP is expected to be present at the
Meeting and will be afforded the opportunity to make a statement and to respond
to appropriate questions from stockholders.
STOCKHOLDER PROPOSALS
Proposals of stockholders submitted for consideration at the Annual Meeting
of Stockholders in 2000 must be received by the Company no later than December
20, 1999.
OTHER BUSINESS
The Board of Directors knows of no business that will come before the
meeting for action except as described in the accompanying Notice of Annual
Meeting of Stockholders. However, as to any such business, the persons
designated as proxies will have discretionary authority to act in their best
judgment.
FORM 10-K
A COPY OF BTU'S ANNUAL REPORT ON FORM 10-K FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION IS AVAILABLE TO STOCKHOLDERS WITHOUT CHARGE (EXCEPT FOR A
REASONABLE CHARGE FOR FURNISHING EXHIBITS) BY WRITING TO: OFFICE OF INVESTOR
RELATIONS, BTU INTERNATIONAL, INC., 23 ESQUIRE ROAD, NORTH BILLERICA,
MASSACHUSETTS 01862.
9
<PAGE> 12
0857-PS-99
<PAGE> 13
DETACH HERE
- --------------------------------------------------------------------------------
[X] Please mark
votes as in
this example.
PLEASE DO NOT FOLD THIS PROXY.
1. To fix the number of Directors for the ensuing year at (4) and to elect the
following 4 Directors.
Nominees: Paul J. van der Wansem, David A. B. Brown,
J. Chuan Chu, and Joseph F. Wrinn
FOR [ ] [ ] WITHHELD
ALL FROM ALL
NOMINEES NOMINEES
[ ]
----------------------------------------
For all nominees except as noted above.
MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT [ ]
Please sign exactly as name(s) appear hereon. When
signing as attorney, executor, administrator,
trustee, or guardian, please sign your full title
as such. Each joint owner should sign.
Signature: Date: Signature: Date:
---------------- ------- ---------------- -------
DETACH HERE
- --------------------------------------------------------------------------------
PROXY
ANNUAL MEETING OF BTU INTERNATIONAL, INC.
MAY 21, 1999
The undersigned hereby constitutes and appoints Paul J. van der Wansem and
Thomas P. Kealy, or either of them with power of substitution to each, proxies
to vote and act at the Annual Meeting of Stockholders on May 21, 1999 at 10:00
a.m., and at any adjournments thereof, upon and with respect to the number of
shares of Common Stock of the company as to which the undersigned may be
entitled to vote or act. The undersigned instructs such proxies, or their
substitutes, to vote in such manner as they may determine on any matters which
may come before the meeting, all as indicated in the accompanying Notice of
Meeting and Proxy Statement, receipt of which is acknowledged, and to vote on
the following as specified by the undersigned. All proxies heretofore given by
the undersigned in respect of said meeting are hereby revoked.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS. Unless
otherwise specified in the boxes provided on the reverse side hereof, the proxy
will be voted IN FAVOR of all nominees for director and in the discretion of the
named proxies as to any other matter that may come before this meeting or any
adjournment thereof.
- ------------- --------------
SEE REVERSE CONTINUED AND TO BE SIGNED ON REVERSE SIDE SEE REVERSE
SIDE SIDE
- ------------- --------------
