REYNOLDS, SMITH AND HILLS, INC.
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD TUESDAY, AUGUST 1, 2000
To the Shareholders of
Reynolds, Smith and Hills, Inc.
The Annual Meeting of Shareholders of Reynolds, Smith and Hills, Inc. will
be held at the offices of the Company at 4651 Salisbury Road, Suite 400,
Jacksonville, Florida, 32256 on Tuesday, August 1, 2000 at 9:00 a.m., local
time, for the following purposes:
1. To elect seven Directors to serve until next year's Annual Meeting of
Shareholders and until their successors are elected and qualified;
2. To ratify the appointment of Deloitte & Touche LLP as independent
auditors of the Company for the 2001 fiscal year; and
3. To transact such other business as may properly come before the
meeting and any adjournment thereof.
Shareholders of record at the close of business on June 23, 2000 will
be entitled to vote at the meeting.
By Order of the Board of Directors,
/s/David K. Robertson
Secretary
Jacksonville, Florida
June 23, 2000
Whether or not you plan to attend the meeting, please execute and promptly
return the enclosed proxy in the envelope provided.
<PAGE>
REYNOLDS, SMITH AND HILLS, INC.
4651 Salisbury Road, Suite 400
Jacksonville, Florida 32256
PROXY STATEMENT
This proxy statement and the accompanying form of proxy are being
furnished to shareholders in connection with the solicitation of proxies by the
Board of Directors of Reynolds, Smith and Hills, Inc. (the Company) for use at
its Annual Meeting of Shareholders to be held on Tuesday, August 1, 2000. This
proxy statement and accompanying form of proxy will be sent to the Company's
shareholders on or about June 23, 2000.
The shares represented by your proxy will be voted in accordance with
your directions if the proxy is properly signed and returned to us before the
meeting. Your proxy may be revoked by written request that is received by the
Secretary of the Company before the Annual Meeting. If you are attending the
Annual Meeting, you may revoke your proxy at the meeting by voting in person.
The cost of soliciting proxies will be paid by the Company and is
expected to be nominal. Officers and other employees of the Company may solicit
proxies personally or by telephone in certain instances in an effort to have a
larger representation at the meeting.
Shareholders of record at the close of business on June 23, 2000, will
be entitled to vote. On that date there were 452,473 outstanding shares of
Common Stock. Each share of Common Stock is entitled to one vote. Shares of
Common Stock allocated to the account of a participant in the Company's 401(k)
Plan will be voted by the trustee in accordance with the participant's voting
instructions. Allocated shares of Common Stock for which no voting instructions
are received will be voted by the trustee in accordance with the 401(k) Plan in
its discretion.
Proxies solicited hereby will be voted FOR each of the following
proposals, and in accordance with the discretion of the named proxies on other
matters properly brought before the Annual Meeting, unless a vote against a
proposal or abstention is specifically indicated.
I. ELECTION OF DIRECTORS
Directors are elected to serve until the Annual Meeting of Shareholders
in 2001. The Board of Directors has no reason to expect that any of the
following nominees will be unable to stand for election, but in the event a
vacancy among the original nominees occurs prior to the Annual Meeting, the
proxies will be voted for a substitute nominee or nominees named by the Board of
Directors and for the remaining nominees.
The By-Laws of the Company provide that the Board of Directors shall be
comprised of at least one and not more than fifteen persons, as determined by
the Board of Directors. The Board has fixed the number of directors at seven.
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The seven nominees who receive the greatest number of votes cast for
the election of directors at the meeting shall become directors at the
conclusion of the tabulation of votes. Abstentions, broker non-votes and
withheld votes are not counted in determining the number of votes cast for any
nominee for director.
Certain information concerning each nominee for director of the
Company, including their principal occupations for the past five or more years,
is set forth below:
Leerie T. Jenkins, Jr. Principal positions are Chairman of the Board
and Chief Executive Officer of the Company, which he has held since 1990. He
holds a Masters and Bachelors degree in Landscape Architecture from the
University of Michigan and University of Georgia, respectively. Age 51.
David K. Robertson. Principal positions are Chief Operating Officer,
which he has held since June 1999, Secretary, Treasurer, and Director of the
Company, which he has held since 1990. From 1990 to 1999, Mr. Robertson also
held the position of Chief Financial Officer. He graduated from Florida State
University with a degree in Business. Age 48.
J. Ronald Ratliff. Principal positions are Executive Vice President,
to which he was appointed in June 1999, and Director of the Company, which he
has held since June 1990. From 1990 to 1999, Mr. Ratliff served as Senior Vice
President of the Company. He holds a Masters degree in Urban and Regional
Planning, and Bachelors degrees in Geology and Urban and Regional Planning from
the University of South Florida. Age 51.
Darold F. Cole. Principal positions are Senior Vice President and
Director of the Company, which he has held since 1990. He graduated from Kansas
State University with a degree in Electrical Engineering. Age 58.
David E. Thomas, Jr. Director of the Company since 1992. His principal
occupation, to which he was appointed in May 2000, is Chairman and Chief
Executive Officer of Safety-Kleen Corporation. Prior to May 2000 and since 1996,
Mr. Thomas was Senior Managing Director and Head of Investment Banking of
Raymond James and Associates, Inc. Mr. Thomas joined Raymond James in 1987. He
graduated from Emory University with an MBA and Juris Doctorate degree. He also
holds a Bachelors degree in Business Administration from the University of
Richmond. Age 43.
R. Ray Goode. Director of the Company since 1998. His principal
occupation is Vice President of Public Affairs of Ryder System, Inc. which he
has held since he joined in 1993. Prior to joining Ryder, Mr. Goode served as
president and chief executive officer of We Will Rebuild, a non-profit agency
established to rebuild Greater Miami in the aftermath of Hurricane Andrew. He
graduated from Pennsylvania State University with a Master of Public
Administration degree. He also holds a Bachelor of Arts degree in political
science and English from the University of Charleston, West Virginia. Age 63.
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James W. Apthorp. Director of the Company since 1999. His principal
occupation, to which he was appointed in 2000, is Senior Fellow at the Collins
Center for Public Policy in Tallahassee, FL. From 1997-1999 he was Chairman
Emeritus of Atlantic Gulf Communities, a real estate development firm. From 1992
to 1997 he held the position of Chairman of Atlantic Gulf Communities. In these
two positions, Mr. Apthorp represented that company in public settings and
consulted with senior management on all major corporate issues. He graduated
from Florida State University with a Bachelor of Science in Government. Age 61.
The Board of Directors recommends a vote FOR the nominees set forth above.
Security Ownership of Certain Beneficial Owners
The following table sets forth, as of June 23, 2000, certain
information with respect to beneficial ownership of the Company's Common Stock
by: 1) each director and nominee for director, 2) each named executive officer
and 3) any person beneficially owning more than 5%. Except as noted below, the
Company believes that each of the persons listed has sole investment and voting
power with respect to the shares included in the table.
Number of Shares Percentage of
Name Beneficially Owned Outstanding Shares
Leerie T. Jenkins, Jr. (a)(b)(1) 76,400 16.7%
David K. Robertson (a)(b)(1) 32,800 7.2%
Kenneth R. Jacobson (a)(1) 1,600 .4%
Darold F. Cole (a)(b)(2) 29,200 6.4%
J. Ronald Ratliff (a)(b)(1) 40,500 8.9%
David E. Thomas, Jr. --- ---
R. Ray Goode --- ---
James W. Apthorp --- ---
Joseph J. Hartnett (3) 24,000 5.3%
Henry C. Luke, Jr. (b)(4) 27,700 6.1%
Directors and Executive
Officers as a Group (8 persons) 180,500 39.0%
(a) Includes shares which may be purchased upon exercise of options which
are exercisable as of June 23, 2000 or become exercisable within 60
days thereafter, for the following individuals; Mr. Jenkins - 3,600;
Mr. Robertson - 2,400; Mr. Cole - 2,100; Mr. Ratliff - 2,200; all
executive officers, directors, and beneficial owners as a group -
10,300.
(b) Participants in the Company's 401(k) plan may elect to have any portion
of their plan balance invested in the Company's common stock. The
participant has both voting and dispositive control of such shares
which are held for the benefit of such participant by INVESCO
Retirement Plan Services, Inc., as trustee. The number of shares shown
includes shares held in the 401(k) plan as follows: Mr. Jenkins -
17,400; Mr. Robertson - 7,100; Mr. Cole - 8,200; Mr. Ratliff - 7,900;
Mr. Luke - 3,000; all executive officers, directors, and beneficial
owners as a group - 43,600.
3
<PAGE>
(1) 4651 Salisbury Road, Suite 400, Jacksonville, FL 32256
(2) 2235 N. Courtenay Pkwy, Suite C, Merritt Island, FL 32953
(3) 2700 S. Courtenay Pkwy, Merritt Island, FL 32952
(4) 345 Greencastle Drive, Jacksonville, FL 32225
Certain Relationships and Related Transactions
On February 2, 2000, the Company loaned $108,000 to eleven officers
for the purpose of purchasing company stock from other shareholders. The group
of officers includes the following executive officers of the Company: Leerie T.
Jenkins, Jr., David K. Robertson, Kenneth R. Jacobson, Darold F. Cole, and J.
Ronald Ratliff. The loans are being repaid over six years with interest only
being paid in the first year. Interest is being charged at 8.5%.
Meetings of the Board of Directors and Committees
The Board of Directors held four meetings during fiscal year 2000. All
of the Directors attended at least 75% of the meetings of the Board of Directors
and the committees of the Board of which they were members.
The Board of Directors has delegated certain functions to the following
standing committees of the Board:
The Compensation Committee is responsible for setting and administering
executive officers' salaries and the annual bonus and long-term incentive plans
that govern the compensation paid to all senior managers of the Company. The
Compensation Committee is composed of Messrs. Apthorp, Goode and Thomas and held
two meetings during fiscal year 2000.
The Audit Committee's functions are to recommend for appointment by the
Board of Directors a firm of independent certified public accountants to act as
auditors for the Company and to meet with the auditors to review the scope,
preparation and results of the Company's audits, the Company's internal
accounting and financial controls and to consider such other matters relating to
the financial reporting process and safeguarding of the Company's assets as it
may consider appropriate. The Audit Committee is composed of Messrs. Apthorp,
Cole, Goode and Robertson and held two meetings during fiscal year 2000.
The Benefits Committee's functions are to review and make findings,
reports and recommendations to the Board of Directors regarding matters relative
to benefits plans, packages and/or programs for the Company's officers and
employees. The Benefits Committee held one meeting during fiscal year 2000 and
is composed of Messrs. Cole, Goode, Ratliff, and Robertson.
The Nominating Committee's functions are to review and make
recommendations to the Board of Directors regarding the composition of the Board
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<PAGE>
of Directors of the Company. The Nominating Committee normally expects to be
able to identify from its own resources the names of qualified nominees, but it
will accept from stockholders recommendations of individuals to be considered as
nominees. Any such recommendations in connection with the 2001 Annual Meeting of
Shareholders should be submitted in writing to the Company, Attention: Corporate
Secretary, no later than February 20, 2001. The Nominating Committee did not
hold any meetings during fiscal year 2000 and is composed of Mr. Jenkins.
Directors Compensation
In fiscal year 2000 outside directors received an $8,000 annual fee and
reimbursement of expenses for their service on the Board. In addition, they
received $1,000 per Board meeting ($500 for telephone attendance) and $500 for
each committee meeting attended. Officers of the Company do not receive any
additional compensation for serving as members of the Board or any of its
committees.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) filing requirements require the Company's Executive
Officers, Directors and persons who beneficially own more than 10% of the
Company's registered equity securities to file with the Commission various forms
reporting information regarding beneficial ownership. Mr. Ken Jacobson,
Executive Vice President and Chief Financial Officer, was delinquent in filing
one Form 3 (five transactions) and one Form 4 (one transaction). Mr. Jenkins was
delinquent in filing two Form 4's (one Form 4 for three transactions and one
Form 4 for a single transaction). Messrs. Robertson, Ratliff and Cole were
delinquent in filing two Form 4's each (one Form 4 for five transactions and one
Form 4 for a single transaction). These forms have subsequently been filed.
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<PAGE>
EXECUTIVE COMPENSATION
Summary of Cash and Certain Other Compensation
The following table sets forth, for the Company's last three fiscal
years the compensation paid to the Chief Executive Officer and the three other
most highly compensated executive officers of the Company (the "named executive
officers") who earned more than $100,000 in the current fiscal year in all
capacities in which they serve.
<TABLE>
SUMMARY COMPENSATION TABLE
LONG TERM
COMPENSATION
ANNUAL COMPENSATION AWARDS
NAME SECURITIES
AND UNDERLYING ALL OTHER
PRINCIPAL SALARY BONUS OPTIONS/ COMPENSATION
POSITION YEAR ($) ($) SARs (#) (1)($)
--------------------------------------------- ------------ ----------- ----------------- ------------
<S> <C> <C> <C> <C> <C>
Leerie T. Jenkins, Jr. Chairman of 2000 250,000 50,000 1,100 6,200
the Board and CEO 1999 202,000 75,000 --- 3,800
1998 184,000 75,000 4,500 3,300
David K. Robertson, COO, Executive 2000 180,000 30,000 1,000 4,600
Vice President, Secretary, 1999 149,000 44,000 --- 3,100
Treasurer, and Director 1998 134,000 43,000 2,800 3,700
Darold F. Cole, Senior Vice 2000 115,000 6,000 1,000 6,300
President and Director 1999 107,000 7,000 --- 4,700
1998 102,000 18,000 2,300 4,000
J. Ronald Ratliff, Exec. Vice 2000 157,000 23,000 1,000 3,900
President and Director 1999 133,000 31,000 --- 2,900
1998 120,000 35,000 2,500 3,100
<FN>
(1) For 2000 includes: a) the Company's matching contribution to the
401(k) Plan which is applicable to all Plan participants (Mr. Jenkins
$4,000; Mr. Robertson $3,400; Mr. Cole $2,300; Mr. Ratliff $1,900) and
b) premiums paid for supplemental term life insurance policies in
which the beneficiary is named by the individual (Mr. Jenkins $2,200;
Mr. Robertson $1,200; Mr. Cole $4,000; Mr. Ratliff $2,000).
</FN>
</TABLE>
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Stock Options, Grants, and Related Information
The following table contains information concerning the grant of incentive
stock options to the named executive officers as of the end of fiscal year March
31, 2000.
<TABLE>
OPTION/SAR GRANTS IN LAST FISCAL YEAR
Potential Realizable
Value at Assumed Annual
Rates of Stock Price
Appreciation for Option
INDIVIDUAL GRANTS Term
----------------------------------------------------- -------------------------
% of Total
Options/
SARs
Number of Granted to
Securities Employees Exercise
Underlying in or Base
Options/SARs Fiscal Price Expiration
NAME Granted (#) Year ($/Share) Date 5% ($) 10% ($)
-------------------------- ------------- ----------- ----------- ------------- --------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
Leerie T. Jenkins, Jr.(a) 1,100 8% $16.50 7/30/04 $2,900 $8,400
David K. Robertson (b) 1,000 7% 15.00 7/30/09 4,200 9,200
Darold F. Cole (b) 1,000 7% 15.00 7/30/09 4,200 9,200
J. Ronald Ratliff (b) 1,000 7% 15.00 7/30/09 4,200 9,200
<FN>
a) Grants listed above were made on July 30, 1999 and vest equally over three
years on the anniversary date.
b) Grants listed above were made on July 30, 1999 and vest equally over five
years on the anniversary date.
</FN>
</TABLE>
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Option Exercises and Fiscal Year-End Values
There were no options exercised by the named executive officers during the
last fiscal year. The following table sets forth information with respect to the
unexercised options held by the named executive officers as of the end of fiscal
year March 31, 2000.
AGGREGATED OPTIONS/SAR EXERCISES IN
LAST FISCAL YEAR AND
FISCAL YEAR END OPTIONS/SAR VALUES
NUMBER OF
SECURITIES VALUE OF
UNDERLYING UNEXERCISED
UNEXERCISED IN-THE-MONEY
OPTIONS/SARS OPTIONS/SARS
AT FISCAL AT FISCAL
YEAR END (#) YEAR END ($)
EXERCISABLE/ EXERCISABLE/
NAME UNEXERCISABLE UNEXERCISABLE (1)
---------------------------- ------------------------ --------------------------
Leerie T. Jenkins, Jr. 3,600/2,600 $7,400/$3,200
David K. Robertson 2,400/1,900 7,900/4,000
Darold F. Cole 2,100/1,700 6,800/3,200
J. Ronald Ratliff 2,200/1,800 7,300/3,600
(1) Represents the excess of the fair market value of the Common
Stock of $15.00 per share (the value determined in June of 2000
based on the financial statements for the year ended March
31,2000) above the exercise price of the options.
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Performance Graph
The graph below is a comparison of the Company's cumulative stockholder
returns on an indexed basis with the S&P 500 stock index and an industry peer
group over the period from April 1, 1995 to March 31, 2000.
COMPARISON FROM APRIL 1, 1995
TO MARCH 31, 2000 OF CUMULATIVE TOTAL SHAREHOLDER RETURN
AMONG THE COMPANY, S&P 500 INDEX AND PEER GROUP
[graphic omitted]
3/95 3/96 3/97 3/98 3/99 3/00
RS&H $100 $105 $127 $132 $136 $136
S&P 500 $100 $129 $151 $220 $257 $299
PEER FY '00 $100 $143 $130 $178 $202 $164
PEER RY '99 $100 $131 $125 $165 $186 N/A
* Assumes a reinvestment of dividends and a $100 initial investment on
April 1, 1995 in the Company, S&P 500 Index, and the Peer Group.
* For the year ended March 31, 2000 the members of the peer group are
Michael Baker Corp., Jacobs Engineering Group, Inc. and STV Group,
Inc. (Peer FY "00). The "Peer FY "99" group includes Michael Baker
Corp., Jacobs Engineering Group, Inc., STV Group, Inc., and Dames &
Moore, Inc. The Company adopted a new peer group in fiscal 2000 as a
result of mergers and acquisitions among members of the prior peer
group. The members of the peer group were selected based on their
similarity in business to the Company.
* The Company's stock is not presently traded on any public stock
exchange or other public market. In constructing the performance
graph, the Company used the appraised value of the stock determined
for purposes of setting the price at which the Company's stock will be
sold to and traded within the Company's 401(k) plan. The appraised
value of the stock was determined by an independent valuation firm
based on the current year's financial statements. All purchases and
trades within the Company's 401(k) plan after receipt of a new
appraisal are made at the new appraisal value. The appraisal value
does not necessarily represent the price at which a shareholder could
sell shares of the Company's stock.
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Compensation Committee Report
The Compensation Committee is composed of three non-employee directors.
The committee is responsible for setting and administering executive officer
salaries and the annual bonus and long-term incentive plans that govern the
compensation paid to all officers of the Company. The following report
represents the actions of the committee regarding compensation paid to the
executive officers during fiscal year 2000.
The Company's compensation programs are designed to link executives'
compensation to the performance of the Company and provide competitive
compensation for executives. The compensation plan consists of annual incentive
awards and equity-based incentives. Annual incentive awards are granted based on
corporate financial performance and individual performance. Equity-based
compensation is used to build shareholder value and motivate executive behavior
over the long-term. These types of compensation aid in attracting and retaining
the executive talent needed to ensure the continued success of the Company.
The compensation plan for the executives of the Company is comprised
of two elements: 1) an annual component, i.e. base salary and annual bonus and
2) a long-term component, i.e., stock options and grants. The policies regarding
each of these elements, as well as the basis for determining the compensation of
Mr. Jenkins, CEO, are described below.
1) Annual Component: Base Salary and Annual Bonus
Base salaries for executive officers are determined by evaluating the
responsibilities of the position and comparing it to other executive officer
positions in the local marketplace and similar positions in competitive
architectural, engineering, planning and environmental services firms of similar
size. These salaries are reviewed annually and are adjusted based on the
Company's performance and the individual's contribution to that performance.
The Management Annual Incentive Compensation Plan links compensation to
the performance of the Company. A percentage of pre-tax profits is allocated to
the bonus fund and the total of all participants' awards is generally limited to
the fund amount. Bonuses may be distributed in either cash or stock or some
combination of both.
2) Long-Term Component: Stock Options and Shares
To align executive officers' interests with those of the shareholders,
the long-term compensation plan uses stock option grants whose value is related
to the value of Company common shares. The Compensation Committee determines the
number of shares subject to grant, exercise, price, duration and other terms and
conditions of each grant. Stock options are exercisable up to ten years from the
grant date. Such stock options provide incentive for the creation of shareholder
value over the long-term, since the full benefit of the compensation package
cannot be realized unless appreciation in the price of Company common shares
occurs over a specified number of years.
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The details regarding specific provisions of annual and long-term
compensation components described above apply to all senior managers of the
Company including the named officers.
CEO Compensation
During fiscal year 2000, the Company's most highly compensated officer
was Leerie T. Jenkins, Jr., Chairman of the Board and CEO. Mr. Jenkins'
performance was reviewed by the committee as it related to the annual and
long-term component of his compensation.
Both the annual and long-term components are based in part on the
Company's financial performance, realizing business development goals and
overall company growth for the fiscal years involved. Base pay for Mr. Jenkins
increased approximately 24% during fiscal year 2000. Mr. Jenkins also received a
$50,000 cash bonus and 1,100 incentive stock options.
The committee has concluded that Mr. Jenkins' performance warrants the
compensation for fiscal year 2000 as reflected in the Summary Compensation
Table.
The Compensation Committee
David E. Thomas Jr., Chairman
R. Ray Goode
James W. Apthorp
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II. RATIFICATION OF SELECTION OF INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors has selected Deloitte & Touche LLP as the
Company's independent auditors for the fiscal year ending March 31, 2001,
subject to ratification by the shareholders. Deloitte & Touche LLP has audited
the Company's financial statements for many years. Representatives of Deloitte &
Touche LLP are expected to be present at the Annual Meeting with the opportunity
to make a statement if they so desire and to respond to appropriate questions
from shareholders. The affirmative vote of the holders of a majority of votes
cast on this matter is required to ratify the selection of Deloitte & Touche
LLP. Abstentions and broker non-votes will have no effect on the outcome of this
proposal.
The Board recommends a vote FOR ratification of the selection of Deloitte &
Touche LLP.
III. OTHER BUSINESS
The Company does not know of any business to be presented at the
meeting other than as set forth above. However, if any other business comes
before the meeting, it is intended that the holders of proxies solicited hereby
will vote in accordance with their best judgement.
Shareholder Proposals for Next Annual Meeting
Any shareholder proposal intended to be included in the Company's proxy
statement for the 2001 Annual Meeting of Shareholders should be sent to the
Company, Attention: Corporate Secretary, and must be received no later than
February 20, 2001. For any proposal that is not submitted for inclusion in next
year"s Proxy Statement, but is instead sought to be presented directly at the
2001 Annual Meeting of Shareholders, management will be able to vote proxies
solicited by the Board of Directors in its discretion if the Company: (1)
receives notice of the proposal before the close of business on May 5, 2001, and
advises shareholders in the 2001 Proxy Statement about the nature of the matter
and how management intends to vote on such matter, or (2) does not receive
notice of the proposal prior to the close of business on May 5, 2001.
Annual Report on Form 10-K
On or about June 23, 2000, the Company's 2000 Annual Report on Form
10-K for the fiscal year ended March 31, 2000 was mailed to all shareholders of
record at the close of business on June 23, 2000.
*****************************************
<PAGE>
REYNOLDS, SMITH AND HILLS, INC.
Common Stock Proxy
This Proxy Solicited on Behalf of the Board of Directors
Annual Meeting of Shareholders to be held Tuesday, August 1, 2000
The undersigned hereby appoints Leerie T. Jenkins, Jr. and David K. Robertson,
jointly and severally, proxies, with full power of substitution and with
discretionary authority, to represent and to vote, in accordance with the
instructions set forth below, all shares of Common Stock of Reynolds, Smith and
Hills, Inc. held of record by the undersigned on June 23, 2000 at the Annual
Meeting of Shareholders and any adjournment thereof. The meeting will be held at
the offices of the Company at 4651 Salisbury Rd., Suite 400, Jacksonville,
Florida, 32256 on Tuesday, August 1, 2000 at 9:00 a.m., local time.
1. Election of seven Directors to serve until the 2001 Annual Meeting of
Shareholders and until their successors are elected and qualified.
________ For all nominees listed below (except as marked to the
contrary below).
________ Withhold authority to vote for all nominees listed below.
Instruction: To withhold authority to vote for any individual nominee,
strike a line through the nominee's name in the list below.
L. Jenkins; D. Robertson; D. Cole; R. Ratliff; D. Thomas; R. Goode; J. Apthorp
2. Proposal to ratify the appointment of Deloitte & Touche LLP as
independent public accountants of the Company for the fiscal year
ending March 31, 2001.
_____________For _____________Against _____________Abstain
3. In their discretion, the proxies are authorized to vote upon such
other business as may properly come before the meeting.
This proxy when properly executed will be voted in the manner directed by the
undersigned shareholder. If no direction is made, this proxy will be voted "FOR"
the election of the director nominees named above and "FOR" Item 2.
Please sign below. When shares are held by joint tenants, both should sign.
Signature______________________________________Date_______________
Signature______________________________________Date_______________
When signing as Attorney, Administrator, Guardian or Trustee please give full
title as such. If a corporation, please sign in full corporate name by president
or other authorized officer. If a partnership name, please sign by authorized
person.
