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
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential For Use of
the Commission Only (as
Permitted by Rule 14a-6(e)(2)
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Materials Pursuant to Rule 14a-11(c) or Rule 14a-12
SANTA FE FINANCIAL CORPORATION
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(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 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.:
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(3) Filing Party:
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(4) Date Filed:
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<PAGE>
SANTA FE FINANCIAL CORPORATION
11315 Rancho Bernardo Road, Suite 129
San Diego, California 92127-1463
(858) 673-4722
---------------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON MAY 16, 2000
To The Shareholders of Santa Fe Financial Corporation:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of Santa Fe
Financial Corporation ("Santa Fe" or the "Company") will be held on May 16, 2000
at 2:00 P.M. at the Luxe Summit Hotel Bel Air located at 11461 Sunset Boulevard,
Los Angeles, California 90049 for the purpose of considering and acting on the
following:
1. The election of three Directors to serve until the next Annual
Meeting or until successors have been duly elected and qualified.
2. To ratify the appointment of PricewaterhouseCoopers LLP as independent
accountants for the Company for the year ending December 31, 2000; and
3. To transact such other business as may properly come before the
Meeting, or any adjournment or adjournments thereof.
The Board of Directors has fixed the close of business on March 31, 2000 as the
record date for determining the shareholders having the right to vote at the
meeting or any adjournments thereof.
Your proxy is important to us whether you own a few or many shares. Please
complete, sign, date and promptly return the enclosed proxy in the self-
addressed, postage-paid envelope provided. Return the proxy even if you plan
to attend the meeting. You may always revoke your proxy and vote in person.
Dated: April 17, 2000
By Order of the Board of Directors,
/s/ Michael G. Zybala
Michael G. Zybala
Secretary
<PAGE>
SANTA FE FINANCIAL CORPORATION
11315 Rancho Bernardo Road, Suite 129
San Diego, California 92127-1463
(858) 673-4722
----------------------------
PROXY STATEMENT
----------------------------
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 16, 2000
The Board of Directors of Santa Fe Financial Corporation (the "Company" or
"Santa Fe") is soliciting proxies in the form enclosed with this statement in
connection with the Annual Meeting of Shareholders to be held on May 16, 2000
or at any adjournment or adjournments thereof.
This Proxy Statement and the accompanying Proxy are first being sent to
Shareholders on or about April 24, 2000. Only shareholders of record at the
close of business on March 31, 2000 are entitled to notice of, and to vote at,
the Annual Meeting.
If you give us a proxy, you can revoke it at any time before it is used. To
revoke it, you may file a written notice revoking it with the Secretary of the
Company, execute a proxy with a later date or attend the meeting and vote in
person.
You may vote at the Annual Meeting only shares that you owned of record on
March 31, 2000. There were 1,207,710 shares of common stock and 63,600 shares
of convertible voting preferred stock outstanding on that date. The preferred
shares are entitled to vote as if converted to common stock. Of the total
1,271,310 voting shares outstanding, a majority, or 635,655 shares will
constitute a quorum for the transaction of business at the meeting. Each
share is entitled to one vote on each matter to be presented at the meeting.
Unless cumulative voting is elected as described under "Election of Directors"
below, the affirmative vote of the holders of the majority of the shares of
the Company's stock present or represented at the meeting and entitled to vote
is required to elect directors and ratify or approve the other item being
voted on at this time.
In addition to mailing this material to shareholders, the Company has asked
banks and brokers to forward copies to persons for whom they hold stock of the
Company and to request authority for execution of the proxies. The Company
will reimburse the banks and brokers for their reasonable out-of-pocket
expenses in doing so. Officers of the Company may, without being additionally
compensated, solicit proxies by mail, telephone, telegram or personal
contact. All proxy soliciting expenses will be paid by the Company. The
Company does not expect to employ anyone else to assist in the solicitation of
proxies.
<PAGE>
PROPOSAL 1
ELECTION OF DIRECTORS
The Company's bylaws set the number of directors at three. We propose to
elect three directors, each to hold office until the next Annual Meeting of
Shareholders and until his or her successor is elected and qualified. The
Board of Directors has nominated John V. Winfield, John C. Love and William J.
Nance. The persons named in the enclosed form of proxy will vote it for the
election of the nominees listed below unless you instruct otherwise, or a
nominee is unable or unwilling to serve. The Board of Directors has no reason
to believe that any nominee will be unavailable. However, in that event, the
proxy may vote for another candidate or candidates nominated by the Board of
Directors.
The California Corporations Code, as applicable to the Company, provides that
a shareholder may cumulate votes if a shareholder gives notice, prior to the
voting, of an intention to cumulate votes. If such a notice is given, every
shareholder may cumulate votes. Cumulating votes means that you can take the
total number of votes you have for all directors and distribute them among one
or more nominees as you see fit. For example, assume you have 100 shares. We
have three directors so you have a total of 3 x 100 = 300 votes. You could
give all 300 votes to one person or 150 votes to each of two nominees, or 100
votes to each of three nominees. You can use this power only under the
circumstances described herein. If cumulative voting is elected, the enclosed
form of proxy gives the proxy discretion to cumulate votes so that he can
elect the maximum possible number of the nominees identified below.
Any shareholder executing the enclosed form of proxy may withhold authority to
vote for any one or more nominee by so indicating in the manner described in
the form of proxy. However, the number of votes authorized by the form of
proxy will not be affected and the named proxies could probably offset any
such action by using cumulative voting if they thought it necessary. Under
the California Corporations Code any shareholder or any person who claims to
have been denied the right to vote may apply to a state superior court for a
determination of the validity of any election or appointment of any director.
DIRECTORS AND EXECUTIVE OFFICERS
The following table sets forth certain information with respect to the
Directors and Executive Officers of the Company. There is no relationship by
blood, marriage or adoption among the Directors and Officers. All Directors
serve one-year terms with their terms expiring at the Annual Meeting. All
Officers of the Company are elected or appointed by the Board of Directors and
hold office until the Annual Meeting or until replaced at the discretion of
the Board.
<TABLE>
<CAPTION>
Shares of
Common Stock
Beneficially
Present Owned on Percent
Position Director March 31, of
Name Age With the Company Since 2000 Class(1)
- --------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
John V. Winfield 53 Chairman, President 1995 681,996(2) 53.64%
and Chief Executive
Officer
William J. Nance 56 Director 1996 0(3) 0.00%
John C. Love 59 Director 1998 0 0.00%
Michael G. Zybala 46 Vice President,
Secretary and
General Counsel N/A 0 0.00%
All of the above as a group 681,996 53.64%
- ---------------------------
</TABLE>
(1) Based on 1,271,310 voting shares issued and outstanding, which consist of
1,207,710 shares of common stock and 63,600 shares of convertible voting
preferred stock.
(2) John V. Winfield is the sole beneficial owner of 49,400 shares of common
stock. The InterGroup Corporation ("InterGroup") is the beneficial owner
of 568,996 shares of common stock and 63,600 shares of preferred stock.
As the President, Chairman of the Board and a 49.4% shareholder of
InterGroup, Mr. Winfield has voting and dispositive power with respect to
the shares of Santa Fe owned of record and beneficially by InterGroup.
(3) William J. Nance is a 2.4% shareholder of InterGroup as well as a
Director and Treasurer thereof.
<PAGE>
Security Ownership of Management in Subsidiary
As of March 31, 2000, Santa Fe was the record and beneficial owner of 500,242
shares of the common stock of its 68.1%-owned subsidiary, Portsmouth Square,
Inc. The President and Chairman of the Board of Santa Fe has voting power with
respect to common shares of Portsmouth owned by Santa Fe. No other director
or executive officer of Santa Fe has a beneficial interest in Portsmouth's
shares.
BUSINESS EXPERIENCE:
The principal occupation and business experience during the last five years
for each of the Directors and Executive Officers of the Company are as
follows:
John V. Winfield - Mr. Winfield was first elected to the Board in May of 1995
and currently serves as the Company's Chairman of the Board, President and
Chief Executive Officer, having been appointed as such in April 1996. Mr.
Winfield is also the Chairman of the Board, President and Chief Executive
Officer of the Company's subsidiary Portsmouth, having held those positions
since May of 1996. Mr. Winfield is Chairman of the Board, President and Chief
Executive Officer of The InterGroup Corporation ("InterGroup"), a public
company, and has held those positions since 1987. Mr. Winfield is also a
director of Healthy Planet Products, Inc. ("HPP"), a public company, having
first been appointed on September 17, 1997. Mr. Winfield was elected Chairman
of the Board of HPP on August 5, 1998. Mr. Winfield also serves as Chairman of
the Board of Etz Lavud, Ltd., a public company.
William J. Nance - Mr. Nance was first elected to the Board in May of 1996.
Mr. Nance is also a director of Portsmouth. Mr. Nance is the President and
CEO of Century Plaza Printers, Inc., a company he founded in 1979. He has
also served as a consultant in the acquisition and disposition of multi-family
and commercial real estate. Mr. Nance is a Certified Public Accountant and,
from 1970 to 1976, was employed by Kenneth Leventhol & Company where he was a
Senior Accountant specializing in the area of REITS and restructuring of real
estate companies, mergers and acquisitions, and all phases of real estate
development and financing. Mr. Nance is a Director and the Treasurer of The
InterGroup Corporation, a public company, and has held such positions since
1984. Mr. Nance also serves as a Director of HPP, having first been elected on
August 5, 1998.
John C. Love - Mr. Love was appointed a Director of the Company on March 5,
1998. Mr. Love is an international hospitality and tourism consultant based in
Orinda, California. He was formerly a partner in the national CPA and
consulting firm of Pannel Kerr and Forster. Mr. Love has extensive experience
in hotel development, acquisition and development. He is chairman emeritus of
Golden Gate University in San Francisco. Mr. Love is also a Director of
Portsmouth, having first been appointed in March 1998, and a Director of
InterGroup, having first been appointed in January 1998.
Michael G. Zybala - Mr. Zybala was appointed as Vice President and Secretary
of the Company on February 20, 1998 and has served as interim Treasurer since
January 2000. He is also Vice President, Secretary and General Counsel of
Portsmouth. Mr. Zybala has served as the Company's General Counsel since 1995
and has represented the Company as its corporate counsel since August 1993.
Mr. Zybala is a Director of HPP and serves as the company's Secretary. He was
first appointed as a Director of HPP on June 17, 1998 and elected as Secretary
on August 5, 1998. Mr. Zybala also serves as Vice President Operations of
InterGroup, having been appointed to that position in January 1999.
<PAGE>
MEETINGS
For the fiscal year ended December 31, 1999, the Board of Directors held five
meetings, with no incumbent director attending (whether in person,
telephonically or by written consent) fewer than 75 percent of the meetings
held during the period he or she has been a director.
COMMITTEES
The Company has established two standing committees, an Audit Committee and a
Securities Investment Committee. Those committees are comprised of all the
members of the Board. The Company does not have any standing nominating or
compensation committees of the Board of Directors.
The functions of the Audit Committee are to select the independent auditors,
review the results of the annual audit, and inquire into important internal
control, accounting financial reporting matters. The Audit Committee will be
adopting a formal written charter on or before June 14, 2000. The majority of
the Audit Committee is composed of independent directors. Mr. Nance is the
Chairman of the Audit Committee. The Audit Committee met once during 1999 with
all members attending.
On March 17, 1998, the Company established a Securities Investment Committee to
establish guidelines and to review the Company's investment policies. During
1999, the Securities Investment Committee held three meetings, in person,
telephonically or by written consent with, all members attending each meeting.
EXECUTIVE COMPENSATION
As a small business issuer, Santa Fe has no compensation committee. Executive
officer compensation is set by disinterested members of the Board of
Directors. Set forth below is a summary compensation table concerning
compensation of the Chief Executive Officer ("CEO"), and any qualifying
executive officer, for the last three completed fiscal years.
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
Annual Compensation
---------------------------------------------
Name and Principal Other Annual
Position Year Salary Bonus Compensation
- ------------------ ---- ------ ----- -------------
<S> <C> <C> <C> <C>
John V. Winfield 1999 $150,000(1) $ 0 $6,000(2)
Chairman, President and 1998 $98,750 $ 0 $6,000
Chief Executive Officer 1997 $81,667 $ 0 $6,000
Michael G. Zybala 1999 $105,000(3) $ 0 -
Vice President, Secretary
and General Counsel
_______________________
(1) Mr. Winfield also received compensation from Portsmouth in the form of
salary and regular director's fees in the total amounts of $96,000, $43,813, and
$26,417 for the years 1999, 1998 and 1997 respectively.
(2) Amounts shown reflect regular director's fees. During 1999 and 1998, the
Company paid annual premiums of 24,900 for the split dollar whole life insurance
policy, owned by, and the beneficiary of which is, a trust for the benefit of
Mr. Winfield's family. The Company has a secured right to receive, from any
proceeds of the policy, reimbursement of all premiums paid prior to any payments
to the beneficiary.
(3) Approximately $84,000 of Mr. Zybala's salary was allocated to Portsmouth.
Santa Fe has no stock option plan or stock appreciation rights for its executive
officers. The Company has no pension or long-term incentive plans. There are
no employment contracts between Santa Fe and any executive officer, nor are
there any termination-of-employment or change-in-control arrangements.
<PAGE>
DIRECTOR COMPENSATION
The bylaws of Santa Fe permit directors to be paid a fixed sum for attendance
at each meeting of the Board or a stated salary as director. Each director is
paid a fee of $1,500 per quarter for a total annual compensation of $6,000.
This policy has been in effect since July 1, 1985.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
As of March 31, 2000, Santa Fe owned 68.1% of the common stock of Portsmouth,
and InterGroup and John V. Winfield, in the aggregate, owned approximately 53.6%
of the voting stock of Santa Fe. Certain costs and expenses, primarily
salaries, rent and insurance, are allocated between the Company, its subsidiary,
Portsmouth, and InterGroup based on management's estimate of the utilization of
resources. Effective June 30, 1998, certain accounting and administrative
functions of the Company and its subsidiaries, were transferred to the Los
Angeles, California offices of InterGroup. During the years ended December 31,
1999 and 1998, the Company and Portsmouth made payments to InterGroup in the
total amount of approximately $195,000 and $162,000, respectively, for
administrative costs and reimbursement of direct and indirect costs associated
with the management of the Companies and their investments, including the
partnership asset.
In September 1999, the Company's subsidiary, Woodland Village, obtained a 5-year
interest only note in the amount of $162,563 from Intergroup. The note carries
a 7.75% interest rate and matures on September 29, 2004.
During 1999, the Company paid $12,880 preferred stock dividends to Intergroup.
The Company's President and Chief Executive Officer, John V. Winfield, directs
the investment activity of the Company in public and private markets pursuant to
authority granted by the Board of Directors. Mr. Winfield also serves as Chief
Executive Officer of Portsmouth and InterGroup and directs the investment
activity of those companies. Effective April 1, 1998, an employee of InterGroup
was assigned to manage the portfolios of the Company and Portsmouth in
consultation with Mr. Winfield. The Company and Portsmouth reimburse InterGroup
for an allocated portion of the compensation and benefits of such employee.
Depending on certain market conditions and various risk factors, the Chief
Executive Officer, his family, Portsmouth and InterGroup may, at times, invest
in the same companies in which the Company invests. The Company encourages such
investments because it places personal resources of the Chief Executive Officer
and his family members, and the resources of Portsmouth and InterGroup, at risk
in connection with investment decisions made on behalf of the Company. All of
the Company's Directors serve as directors of InterGroup and all three of the
Company's Directors serve on the Board of Portsmouth.
In December 1998, Board of Directors authorized the Company to obtain whole life
insurance and split dollar insurance policies covering the Company's President
and Chief Executive Officer, Mr. Winfield. During 1999 and 1998, the Company
paid annual premiums of 24,900 for the split dollar whole life insurance policy,
owned by, and the beneficiary of which is, a trust for the benefit of Mr.
Winfield's family. The Company has a secured right to receive, from any
proceeds of the policy, reimbursement of all premiums paid prior to any payments
to the beneficiary. During 1999 and 1998, Portsmouth paid annual premiums of
$16,600 for a split dollar policy also covering Mr. Winfield.
There are no other relationships or related transactions between the Company and
any of its officers, directors, five-percent security holders or their families
which require disclosure.
<PAGE>
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
officers and directors, and each beneficial owner of more than ten percent of
the Common Stock of the Company, to file reports of ownership and changes in
ownership with the Securities and Exchange Commission and The Nasdaq Stock
Market. Officers, directors and greater than ten-percent shareholders are
required by SEC regulations to furnish the Company with copies of all Section
16(a) forms they file.
Based solely on its review of the copies of such forms received by it, or
written representations from certain reporting persons that no Forms 5 were
required for those persons, the Company believes that during 1999 all filing
requirements applicable to its officers, directors, and greater than ten-percent
beneficial owners were complied with.
PRINCIPAL HOLDERS OF EQUITY SECURITIES
The following table shows, as of March 31, 2000, the Common Stock owned by
every person owning of record (other than securities depositories), or known
by the Company to own beneficially, more than 5% of its outstanding common
shares. Any voting securities owned by directors or director nominees are
also disclosed under Election of Directors herein.
</TABLE>
<TABLE>
<CAPTION>
Name Shares of Common Stock Percent of Class(1)
---- ---------------------- -------------------
<S> <C> <C>
Guinness Peat Group plc ("GPG") 82,858(2) 6.68%
Allied Mutual Insurance
Services ("AMI")
Second Floor, 21-26 Garlick Hill
London ECHV 2AU, England
The InterGroup Corporation 568,996(3) 47.11%
820 Moraga Drive
Los Angeles, CA 90049
John V. Winfield 49,400 4.09%
820 Moraga Drive
Los Angeles, CA 90049
The InterGroup Corporation and 618,496(4) 51.21%
John V. Winfield as a group
- ------------------------------
(1) Based on 1,207,710 shares of Common Stock issued and outstanding as of March
31, 2000.
(2) Based on their Statement on Schedule 13D (Amendment No. 5) dated January 4,
1995, GPG and its wholly-owned subsidiary AMI claim shared power to vote,
or to direct the vote, and to dispose of, or to direct the disposition
of, 82,858 shares (post stock split) of Santa Fe's Common Stock owned
beneficially and of record by GPG and through AMI. Of that amount,
52,858 shares are beneficially owned by GPG and 30,000 by AMI.
(3) Does not include 63,600 shares of convertible, voting preferred stock.
(4) As President, Chairman of the Board and a 49.4% shareholder of InterGroup,
John V. Winfield has voting and dispositive power over the shares owned
of record and beneficially by InterGroup.
As of March 31, 2000, there were 1,207,710 shares of the Company's Common Stock
outstanding, which were held by approximately 539 shareholders of record.
<PAGE>
PROPOSAL II
RATIFICATION OF APPOINTMENT OF INDEPENDENT ACCOUNTANTS
The Board of Directors has selected the firm of PricewaterhouseCoopers LLP,
certified public accountants, as the Company's independent accountants for the
year ending December 31, 2000 fiscal and recommends to shareholders that they
vote for the ratification of this selection. PricewaterhouseCoopers LLP has
served as the Company's independent accountants commencing with the audit for
the year ended December 31, 1997. Ratification requires the affirmative vote of
a majority of the shares represented and voted at the Annual Meeting. A
representative of PricewaterhouseCoopers LLP is expected to be present at the
Annual Meeting to make a statement, if desired, and to respond to appropriate
questions.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR RATIFICATION OF THE APPOINTMENT
OF PRICEWATERHOUSECOOPERS LLP AS THE INDEPENDENT ACCOUNTANTS FOR THE COMPANY.
OTHER BUSINESS
As of the date of this statement, management knows of no business to be
presented at the meeting that is not referred to in the accompanying notice,
other than the approval of the minutes of the last shareholders' meeting, which
action will not amount to ratification of the actions taken at that meeting. As
to other business that may properly come before the meeting, it is intended that
the proxies properly executed and returned will be voted in respect thereof at
the discretion of the person voting the proxies in accordance with the best
judgment of the person voting the proxies.
SHAREHOLDER PROPOSALS
Any shareholder proposals intended to be considered for inclusion in the proxy
statement for presentation at the 2001 Annual Meeting must be received by the
Company by December 1, 2000. The proposal must be in accordance with the
provisions of Rule 4a-8 promulgated by the Securities and Exchange Commission
under the Securities Exchange Act of 1934. It is suggested that the proposal be
submitted by certified mail - return receipt requested.
FORM 10-KSB and ANNUAL REPORT
The Annual Report to Shareholders for 1999 accompanies this proxy statement, but
is not deemed a part of the proxy solicitation material. A copy of the 1999
Form 10-KSB as required to be filed with the Securities and Exchange Commission,
excluding exhibits, will be mailed to shareholders without charge upon written
request to: Michael G. Zybala, Secretary, Santa Fe Financial Corporation, 11315
Rancho Bernardo Road, Suite 129, San Diego, CA 92127-1463. Such request must
set forth a good-faith representation that the requesting party was either a
holder of record or a beneficial owner of the common stock of the Company on
March 31, 2000. The 1999 Form 10-KSB and other reports are also available
through the Securities and Exchange Commission's world wide web site
(http://www.sec.gov).
By Order of the Board of Directors
SANTA FE FINANCIAL CORPORATION
Michael G. Zybala
Secretary
Dated: San Diego, California
April 17, 2000
<PAGE>
PROXY PROXY
SANTA FE FINANCIAL CORPORATION
ANNUAL MEETING OF SHAREHOLDERS TO BE HELD MAY 16, 2000
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints John V. Winfield and Michael G. Zybala, or
either of them, as proxies, with power of substitution to each proxy and
substitute, to vote the Common Stock of the undersigned at the 2000 Annual
Meeting of Shareholders of Santa Fe Financial Corporation and at any
adjournments thereof, as indicated on the reverse hereof and the proposals for
Election of Directors, Ratification of Appointment of Independent Accountants
and as said proxies may determine in the exercise of their best judgment on any
other matters which may properly come before the meeting.
IF PROPERLY EXECUTED AND RETURNED, THIS PROXY WILL BE VOTED AS SPECIFIED OR, IF
NOT SPECIFIED, WILL BE VOTED FOR ELECTING ALL NOMINEES AND FOR THE RATIFICATION
OF PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S INDEPENDENT ACCOUNTANTS.
PLEASE SIGN ON THE REVERSE SIDE AND MAIL PROMPTLY IN THE ENCLOSED ENVELOPE
-----------
SEE REVERSE
-----------
1. Election of Directors: NOMINEES: John V. Winfield, John C. Love and William
J. Nance.
CHECK ONE: [ ] FOR ALL NOMINEES [ ] WITHHELD FROM ALL NOMINEES
[ ] ---------------------------------------------------
FOR, EXCEPT VOTE WITHHELD FROM THE ABOVE NOMINEE(S)
2. To ratify the appointment of PricewaterhouseCoopers LLP as the independent
accountants for the Company for the year ending December 31, 2000.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
PLEASE SIGN EXACTLY AS YOUR NAME APPEARS. IF ACTING IN A REPRESENTATIVE
CAPACITY, SIGN NAME AND TITLE. IF JOINT TENANTS, BOTH SHAREHOLDERS SHOULD SIGN.
Dated: _______________, 2000
____________________________
Signature
____________________________
Signature if held jointly
</TABLE>
