<PAGE>
PAGE 1
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to
Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
-----
Filed by Registrant [ ]
Filed by a Party other than 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
RENTECH, INC.
(Name of Registrant as Specified In Its Charter)
LOREN L. MALL, BREGA & WINTERS P.C.
(Name of Person(s) Filing Proxy Statement if other than 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)(4) 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.:
3) Filing Party:
4) Date Filed:
<PAGE>
PAGE 2
RENTECH, INC.
1331 17th Street, Suite 720
Denver, Colorado 80202
-------------------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD JUNE 16, 1999
-------------------------------
The annual meeting of shareholders of Rentech, Inc. will be held at
Courtyard by Marriott, Cosmopolitan Room, 934 16th Street, Denver,
Colorado, on June 16, 1999 at 9:00 a.m. (local time) for the following
purposes:
1. To elect two directors for terms of three years each;
2. To consider and vote upon a proposal to authorize the board of
directors of Rentech, Inc. for one year from the date of the annual
meeting, to effect, in its discretion, a reverse split of the outstanding
shares of the Company's common stock on the basis of one share for each
five shares outstanding at the time of the reverse stock split.
3. To transact such other business as may properly come before the
meeting or any adjournments or postponements of the meeting.
Accompanying this notice is a form of proxy, a proxy statement, and
a copy of Rentech's 1998 annual report to shareholders. The 1998 annual
report to shareholders is not a part of the proxy soliciting material.
Only holders of record of the common stock of Rentech at the close
of business on April 30, 1999 will be entitled to notice of and to vote
at the meeting and any adjournments or postponements of the meeting.
By Order of the board of directors
Ronald C. Butz
Secretary
Dated: May 6, 1999
IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED AT THE MEETING. EVEN IF
YOU PLAN TO ATTEND THE MEETING, PLEASE READ THE ENCLOSED PROXY STATEMENT
AND THEN VOTE BY COMPLETING, SIGNING, DATING AND MAILING THE PROXY CARD
IN THE RETURN ENVELOPE. POSTAGE IS PREPAID. RETURNING THE PROXY CARD
WILL NOT LIMIT YOUR RIGHT TO ATTEND OR VOTE AT THE MEETING.
<PAGE>
PAGE 3
RENTECH, INC.
1331 17th Street, Suite 720
Denver, Colorado 80202
(303) 298-8008
-------------------------------
PROXY STATEMENT
--------------------------------
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD JUNE 16, 1999
This proxy statement is furnished to shareholders in connection with
solicitation by the board of directors of Rentech, Inc. of proxies for
use at the annual meeting of shareholders to be held at Courtyard by
Marriott, Cosmopolitan Room, 934 16th Street, Denver, Colorado, on June
16, 1999 at 9:00 a.m., local time, and at any adjournments or
postponements of the meeting.
Rentech anticipates that this proxy statement and the accompanying
form of proxy will be first sent or given to shareholders on or about May
10, 1999. All expenses of soliciting proxies will be borne by Rentech.
The solicitation will initially be made by mail. Directors, officers and
employees of Rentech not specifically employed for that purpose may later
solicit proxies without additional or special compensation. They may use
mail, telephone, facsimile transmission, telegraph or personal interviews
for these communications. Rentech will also supply brokerage houses,
custodians, and other fiduciaries holding stock in their names for
beneficial owners, with the number of proxy materials they may require
for mailing to beneficial owners. Rentech will reimburse the fiduciaries
for their reasonable expenses incurred in distributing proxy materials.
VOTING SECURITIES AND VOTING RIGHTS
Only shareholders of record at the close of business on April 30,
1999 are entitled to vote at the annual meeting or any adjournments or
postponements of the meeting. On that date Rentech had outstanding
44,131,674 shares of common stock. Each share of common stock
outstanding on that date entitles the holder to one vote on each matter
to come before the meeting.
<PAGE>
PAGE 4
A quorum for the transaction of business at the meeting requires the
presence at the annual meeting, in person or by proxy, of the holders of
a majority of the shares entitled to vote at the meeting.
If a quorum is present at the meeting, the two nominees for election
as directors who receive the greatest number of votes cast for the
election of directors at the meeting will be elected directors. The
Reverse Stock Split Proposal and any other matters submitted to a vote of
the shareholders will be approved if they receive the affirmative vote of
the holders of a majority of shares present in person or by proxy and
entitled to vote on the matter. Abstentions from votes and "broker
non-votes" (shares held by brokers or nominees which are voted on at least
one matter but which are not voted on a particular matter because the
broker or nominee does not have discretionary voting power with respect
to that matter and has not received voting instructions from the
beneficial owner of such shares) will be counted as present for purposes
of determining whether a quorum is present at the annual meeting.
Abstentions will be treated as present and entitled to vote at the
meeting. Accordingly, abstentions (i) will have no effect on the
outcome of the election of directors, and (ii) will have the same effect
as a vote against all other matters presented to shareholders at the
annual meeting. Broker non-votes on a matter will not be considered
present and entitled to vote on that matter and, accordingly, (i) will
have no effect on the outcome of a matter requiring the approval of the
holders of a plurality or majority of the shares present, in person or by
proxy, and entitled to vote at the annual meeting, and (ii) will have
the same effect as a vote against a matter requiring the approval of a
majority of all shares outstanding and entitled to vote at the annual
meeting.
Without affecting any vote previously taken, any shareholder may
revoke a proxy at any time before it is voted, either by delivering to
the Secretary of Rentech a written notice of revocation or a properly
signed proxy bearing a later date, or by voting in person at the annual
meeting. Attendance at the meeting will not in and of itself constitute
a revocation of a proxy.
All properly executed proxy cards returned pursuant to this
solicitation and not revoked will be voted at the meeting in accordance
with the directions given. If no specific instructions are given for a
matter to be voted upon, the proxy holders will vote the shares covered
by proxies received by them (i) FOR the election of the nominees to the
board of directors, (ii) FOR the proposal to implement a reverse split
of Rentech's common stock in the event that the board of directors
determines that a reverse split is necessary or advisable at any time
within one year from the date of the annual meeting, and (iii) in
accordance with the directors' recommendations on any other matters that
may come before the meeting.
<PAGE>
PAGE 5
PROPOSAL NO. 1
ELECTION OF DIRECTORS
Rentech's board of directors currently consists of six members. The
board is divided into three classes of two directors each. The directors
in each class are elected for three years and until the election and
qualification of their successors.
John P. Diesel and Dennis L. Yakobson have been nominated for
reelection as Class II directors for a term of three years each. All
other members of the board of directors will continue in office until the
expiration of their respective terms at the 2000 or 2001 annual meeting
of shareholders.
The two nominees are presently members of the board of directors.
Directors will be elected by the affirmative vote of a plurality of the
votes cast by the holders of shares of common stock present, in person or
by proxy, and entitled to vote at the annual meeting. If the
accompanying proxy card is properly signed and returned to Rentech at or
prior to the annual meeting, it will be voted for the election of the
nominees, unless contrary instructions are specified. Although the board
of directors has no reason to believe that either of the nominees will
decline or be unable to serve as a director, should that occur, the
persons appointed as proxies in the accompanying proxy card intend to
vote, unless the number of nominees or directors is reduced by the board
of directors, for such other nominee or nominees as the board of
directors may designate. The board of directors recommends a vote FOR
the two nominees.
1999 Nominees for Election to the Board of Directors:
Dennis L. Yakobson, President, Chief Executive Officer, Director and
Chairman of the Board--
Mr. Yakobson, age 62, has served as a director of Rentech and
chairman of the board since 1983. He received a Bachelor of Science
degree in Civil Engineering from Cornell University in 1959 and a Masters
Degree in Business Administration from Adelphi University in 1963. From
1960 to 1969 he was employed by Grumman Aerospace Corporation, his final
position with it being contract administrator with responsibility for
negotiation of prime contracts with governmental agencies. From 1969 to
1971 he was employed by Martin Marietta Corporation, Denver, Colorado
(now Lockheed Martin Corporation) in a similar position. From 1971
through 1975 was employed by Martin Marietta as marketing engineer in
space systems. In 1975 he was employed by Wyoming Mineral Corporation in
Denver as a contract administrator. In 1976, he was employed by Power
Resources Corporation, Denver, Colorado, a mineral exploration company,
as vice president-land, secretary, treasurer, and a director. In 1979,
<PAGE>
PAGE 6
he became a director and the secretary of Nova Petroleum Corporation,
also in Denver, Colorado, and in 1981 became its vice president of
administration and finance. He resigned from Nova in November of 1983 to
become a director and assume the presidency of Rentech.
John P. Diesel, Director--
Mr. Diesel, age 72, has served as a director of Rentech since 1998.
He received a Bachelor of Science degree in Industrial Engineering from
Washington University in 1951. Prior to attending the university he
served in the United States Navy as an aviator in the Western Pacific.
Mr. Diesel was employed by McQuay-Norris Manufacturing Co. from 1951 to
1957 in the production of proximity fuses. He joined Booz Allen and
Hamilton in 1957, remaining there until 1961, and being elected to the
partnership in that time. Mr. Diesel joined A.O. Smith Corporation as
Vice President of Planning, and held a series of manufacturing officer
positions, including group vice president. In 1972 he became President
of Newport News Shipbuilding, a wholly-owned subsidiary of Tenneco.
There for 5 years he was responsible for, among other projects, the
design and construction of the nuclear powered aircraft carriers Nimitz
class and Los Angeles class submarines. In 1977 he moved to the position
of Executive Vice President of Tenneco, Inc., with responsibility for its
automotive, farm and construction equipment and packaging businesses. In
1978 he became President and a director of Tenneco. During his tenure at
Tenneco, and after retiring, Mr. Diesel served on numerous boards of
directors. These directorships included the Aluminum Company of America,
Brunswick Corp., Allied Stores, Pullman Corporation, Cooper Industries
and Financial Institutions Reinsurance Group. He continues to serve on
the Board of Telepad Corporation.
Continuing Class I Directors (With Terms Expiring in 2001):
Ronald C. Butz, Vice President, Chief Operating Officer, Secretary
and Director--
Mr. Butz, age 61, has served as a director of Rentech since 1984.
He received a Bachelor of Science degree in Civil Engineering from
Cornell University in 1961 and a Juris Doctor degree from the University
of Denver in 1965. From 1966 to 1982, Mr. Butz was a practicing attorney
in Denver, Colorado with the firm of Grant, McHendrie, Haines and Crouse,
P.C. In 1982, Mr. Butz became a shareholder, vice president and chief
operating officer of World Agricultural Systems, Ltd., a privately-held
Colorado corporation specializing in the international marketing of
commodity storage systems. He resigned these offices in December 1983.
In 1984, Mr. Butz became president of Capital Growth, Inc., a
privately-held Colorado corporation providing investment services and
<PAGE>
PAGE 7
venture capital consulting. In October 1989, Mr. Butz was appointed vice
president of Rentech, in June 1990 he was appointed secretary, and in May
1998 he was appointed chief operating officer.
Douglas L. Sheeran, Director--
Mr. Sheeran, age 61, has served as a director of Rentech since 1998.
He received a Bachelor of Arts degree in Industrial Psychology from Miami
University, Oxford, Ohio, in 1960. He held a number of human resource
positions of increasing scope and responsibility with Home Life Insurance
Company, 1960-1962, Kraft Foods from 1962-1965, Electronic Associates
Inc. from 1965-1968, and Celanese Corporation from 1968-1973. These
positions covered a range of labor relations, organizational development,
compensation and benefit responsibilities at both operating sites and
corporate staff. From 1973 until 1986 Mr. Sheeran was employed by
Purolator Automotive Group and became Vice President, Human Resources,
with responsibilities for multiple North American business units. He
resigned in 1986 and founded FCI Inc., a human resource consulting firm
specializing in executive staffing, merger planning and organizational
effectiveness. FCI's client base includes Fortune 500 and start-up firms
in technology, pharmaceutical, automotive and consumer durable
industries. Mr. Sheeran is president of FCI, Inc.
Continuing Class III Directors (with terms expiring in 2000):
Erich W. Tiepel, Director--
Dr. Tiepel, age 55, has served as a director of Rentech since 1983.
He obtained a Bachelor of Science degree in Chemical Engineering from the
University of Cincinnati in 1967, and a Ph.D. in Chemical Engineering
from the University of Florida in 1971. Dr. Tiepel has twenty-three
years of experience in all phases of process design and development,
plant management and operations for chemical processing plants. In 1981,
Dr. Tiepel was a founder of Resource Technologies Group, Inc. ("RTG"), a
high technology consulting organization specializing in process
engineering, water treatment, hazardous waste remediation, and regulatory
affairs. Dr. Tiepel has been president of RTG since its inception. From
1977 to 1981 he was project manager for Wyoming Mineral Corporation, a
subsidiary of Westinghouse Electric Corp., Lakewood, Colorado, where his
responsibilities included management of the design, contraction and
operation of ground water treatment systems for ground water cleanup
programs. From 1971 to 1976 he was a principal project engineer for
process research for Westinghouse Research Labs. From 1967 to 1971, he
was a trainee of the National Science Foundation at the University of
Florida in Gainesville, Florida.
<PAGE>
PAGE 8
John J. Ball, Director--
Mr. Ball, age 56, has served as a director of Rentech since 1998.
He received a Bachelor of Education and Arts Degree from Mount Allison
University in 1966 and a Bachelor of Laws Degree from Dalhousie
University in 1969. He was called to the Nova Scotia Bar in 1970 and the
Ontario Bar in 1971. After his call to the Bar he joined the firm of
McMillan Binch, Toronto, as an associate from 1971 to 1975. He then
formed Broadhurst & Ball, Mississauga, as a partner from 1975 to 1984 and
subsequently formed Keyser Mason Ball, Mississauga, as a senior partner
from 1984 to present. He is presently a director of The Mississauga
Hospital Chair of the Bio-Ethics Committee and is a member of the Board
Merger Committee in connection with the amalgamation of The Mississauga
Hospital and The Queensway Hospital. Mr. Ball is past member of the
Board and Executive Committees of Mount Allison University and is a past
Chair of the Vanier Corp., the Canadian National University Football
Championship.
EXECUTIVE OFFICERS AND KEY EMPLOYEES
The executive officers and other key employees of Rentech and its
subsidiary are as follows:
Dennis L. Yakobson, President and Chief Executive Officer. (See Election
of Directors).
Ronald C. Butz, Vice President-Legal, Secretary and Chief Operating
Officer. (See Election of Directors).
Charles B. Benham, Vice President-Research and Development--
Dr. Benham, age 62, was a founder of Rentech and has been an officer
of Rentech since its inception in 1981. He served as president until
1983 and as a director from inception until 1996. He received a Bachelor
of Science degree in Mechanical Engineering from the University of
Colorado in 1958, and a Master of Science degree in Engineering in 1964
and a Ph.D. degree in 1970, both from the University of California at Los
Angeles. He worked at the Naval Weapons Center, China Lake, California,
from 1958 through 1977 performing research and development on thermal and
chemical processes for converting municipal solid wastes to liquid
hydrocarbon fuels, thermochemical analyses of solid-fueled and ramjet
engines, combustor modeling, rocket motor thrust vector control, rocket
motor thrust augmentation, catalyst behavior in carbon monoxide
oxidation, and in liquid hydrocarbon fuels for ramjet applications. From
1977 to 1981, he worked at the Solar Energy Research Institute in Golden,
Colorado, on thermal and chemical processes for converting agricultural
crop residues to diesel fuel, on thermochemical transport of solar energy
using ammonia decomposition and steam reforming of methane, and on high
temperature applications of solar energy. Dr. Benham has published
<PAGE>
PAGE 9
several articles in the fields of liquid fuel production from organic
waste, catalyst pellet behavior and rocket propulsion. Dr. Benham
devotes his full time to the business of Rentech.
Mark S. Bohn, Vice President-Engineering--
Dr. Bohn, age 48, a founder of Rentech, served as a director from
its organization in 1981 to June 1998. Since November 9, 1998 he has
been employed by Rentech as Vice President-Engineering. He received a
Bachelors degree in Mechanical Engineering from Georgia Institute of
Technology, Atlanta, Georgia, in 1972, and a Master of Science degree in
Mechanical Engineering in 1973 and a Ph.D. in Mechanical Engineering in
1976, both from the California Institute of Technology, Pasadena,
California. He was employed from 1976 through 1978 at the General Motors
Research Laboratories in Warren, Michigan. From 1978 to November, 1998
he was employed by Midwest Research Institute at the Solar Energy
Research Institute (now National Renewable Energy Laboratory) in Golden,
Colorado. Dr. Bohn is a registered Professional Engineer in Colorado
and a Member of the American Society of Mechanical Engineers and the
American Institute of Chemical Engineers. He has published numerous
articles on liquid fuel production, organic waste, heat transfer, power
cycles, aerodynamics, optics, acoustics, solar thermal energy, and
co-authored the textbook Principles of Heat Transfer, (Brooks Cole
Publishing).
Frank L. Livingston, Vice President and General Manager, Okon, Inc.--
Mr. Frank L. Livingston, age 56, has served as Vice President and
general manager of Okon, Inc, a wholly-owned subsidiary of Rentech,
since Rentech acquired Okon in March 1997. Mr. Livingston joined Okon in
1975 as sales manager and was promoted to Vice President of Sales in
1984. Mr. Livingston also became a 24% owner of Okon at that time. In
addition to his sales and marketing responsibilities, he was also
responsible for manufacturing and research and development for Okon. Mr.
Livingston also served on Okon's board of directors. With the sale of
Okon to Rentech in 1997, Mr. Livingston continues to serve on its board
of directors. He received a Bachelor of Science Degree in Chemistry from
Colorado State University in 1965. He was employed by Mallinckrodt
Chemical Co. from 1965 to 1971. While with it, he worked as a process
research chemist and formulator prior to becoming a specialty marketing
manager for the industrial chemical division. From 1971 to 1975 Mr.
Livingston was employed by Gates Rubber Co. in Denver, Colorado as a
sales and marketing manager for a specialty chemical venture start-up
business within the company. He also worked as a research market analyst
for the venture group. Projects of the venture group included specialty
chemicals and lead-acid battery technology, as well as rubber products
made by the company for off-shore oil exploration and production.
<PAGE>
PAGE 10
James P. Samuels, Vice President-Finance, Treasurer, and Chief Financial
Officer--
Mr. James P. Samuels, age 52, has served as Vice President-Finance,
Treasurer and Chief Financial Officer of Rentech since May 1, 1996. He
has executive experience in general corporate management, finance, sales
and marketing, information technologies, and consulting for both large
companies and development stage businesses. He received a Bachelor's
degree in Business Administration from Lowell Technological Institute in
1970, and a Master of Business Administration degree in 1972 from Suffolk
University, Boston, Massachusetts, in 1972. He completed an executive
program in strategic market management through Harvard University in
Switzerland in 1984. From December 1995 through April 1998, he provided
consulting services in finance and securities law compliance to Telepad
Corporation, Herndon, Virginia, a company engaged in systems solutions
for field force computing. From 1991 through August 1995, he served as
chief financial officer, vice president-finance, treasurer and director
of Top Source, Inc., Palm Beach Gardens, Florida, a development stage
company engaged in developing and commercializing state-of-the-art
technologies for the transportation, industrial and petrochemical
markets. During that employment, he also served as president of a
subsidiary of Top Source, Inc. during 1994 and 1995. From 1989 to 1991,
he was vice president and general manager of the Automotive group of BML
Corporation, Mississauga, Ontario, a privately-held company engaged in
auto rentals, car leasing, and automotive insurance. From 1983 through
1989, he was employed by Purolator Products Corporation, a large
manufacturer and distributor of automotive parts. He was president of
the Mississauga, Ontario branch from 1985 to 1989; a director of
marketing from 1984 to 1985; and director of business development and
planning during 1983 for the Rahway, New Jersey filter division
headquarters of Purolator Products Corporation. From 1975 to 1983, he
was employed by Bendix Automotive Group, Southfield, Michigan, a
manufacturer of automotive filters, electronics and brakes. He served in
various capacities, including group director for management consulting
services on the corporate staff, director of market research and
planning, manager of financial analysis and planning, and plant
controller at its Fram Autolite division. From 1973 to 1974, he was
employed by Bowmar Ali, Inc., Acton, Massachusetts, in various marketing
and financial positions, and in 1974 he was managing director of its
division in Wiesbaden, Germany.
There are no family relationships among the executive officers.
There are no arrangements or understandings between any officer and any
other person pursuant to which that officer was selected.
<PAGE>
PAGE 11
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following tables set forth certain information as of the record
date by (i) all persons who own of record or are known to Rentech to
beneficially own more than 5% of the issued and outstanding shares of
common stock, and (ii) by each director, each director nominee, each of
the executive officers named in the tables under "Executive Compensation"
and by all executive officers and directors as a group:
<TABLE>
<CAPTION>
Percent
of Class
Amount and Nature Based on
Positions and of Beneficial Common Beneficial
Name and Address Offices Held Stock Ownership(1) Ownership
- ---------------- ------------- -------------------- ----------
<S> <C> <C> <C>
John J. Ball Director 0 of record *
201 City Centre Dr., Suite 701 (10,000 indirectly)(1)
Mississauga, Ontario L5B 2T4
Charles B. Benham Vice President- 275,440 of record 1.7%
12401 E. 37th Avenue Research and (490,880 indirectly)(1)
Denver, CO 80239 Development
Mark S. Bohn Vice President- 443,431 of record 1.7%
12401 E. 37th Avenue Engineering (292,092 indirectly)(1)
Denver, CO 80239
Ronald C. Butz Vice President, Chief 216,151 of record(2) 1.5%
1331 17th Street, Suite 720 Operating Officer, (430,880) indirectly)(1)
Denver, CO 80202 Secretary, Director
John P. Diesel Director 0 of record *
1224 U.S. Highway #1, Suite D (10,000 indirectly)(1)
North Palm Beach, FL 33408
Frank L. Livingston Vice President and 40,000 of record *
6000 13th Avenue Manager, Okon, Inc. (66,000 indirectly)(1)
Lakewood, CO 80214
James P. Samuels Vice President-Finance, 100,000 of record 1.6%
1331 17th Street, Suite 720 Chief Financial Officer (599,500 indirectly)(1)
Denver, CO 80202
Douglas L. Sheeran Director 0 of record *
621 Shrewsbury Avenue (10,000 indirectly)(1)
Shrewsbury, NJ 07702
Erich W. Tiepel Director 123,277 of record *
1331 17th Street, Suite 720 (272,448 indirectly)(1)
Denver, CO 80202
Dennis L. Yakobson President, Chief 350,354 of record 1.9%
1331 17th Street, Suite 720 Executive Officer, (502,400 indirectly)(1)
Denver, CO 80202 Director, Chairman
All Directors and Executive Officers and Directors 1,548,653 of record 9.6%
Officers as a Group (2,684,200 (3.5% of record)
(10 persons) indirectly) (1)(2)
- ---------------
* Less than 1%
(1) Includes shares of common stock underlying presently exercisable stock options.
(2) Does not include 257,432 shares of common stock held of record by Mr. Butz's spouse as to which shares he
disclaims
beneficial ownership and investment and voting power.
</TABLE>
<PAGE>
PAGE 12
EXECUTIVE COMPENSATION
Employment Contracts
Rentech employs Messrs. Yakobson, Benham and Butz, pursuant to
employment contracts which extend through March 31, 2002. Mr. Samuels is
employed pursuant to an employment contract that extends to January 1,
2002. Mr. Livingston is employed according to a contract that extends to
March 14, 2000. The contracts provide for annual cost of living
adjustments. Dr. Bohn is employed according to a separate arrangement
that extends to November 9, 2000.
The contracts provide that the individuals will serve in their
present capacities as officers, together with such duties,
responsibilities and powers as the board of directors may reasonably
specify. If Rentech terminates employment early without cause, the
contracts provide for continuation of salary for the remainder of the
term or one year, whichever is more, as severance pay. The contracts
impose obligations of confidentiality as well as covenants not to compete
with Rentech for three years following termination of employment for any
reason whatsoever.
Cash Compensation
The following table shows all cash compensation paid or to be paid
by Rentech or any of its subsidiaries, as well as other compensation paid
or accrued during the fiscal years indicated to the chief executive
officer and the four other highest paid executive officers of Rentech as
of the end of Rentech's last fiscal year whose salary and bonus for such
period in all capacities in which the executive officer served exceeded
$100,000.
<PAGE>
PAGE 13
<TABLE>
<CAPTION>
Summary Compensation Table
Long Term Compensation
Annual Compensation Awards Payouts
--------------------------------- ------------------- -------
(a) (b) (c) (d) (e) (f) (g) (h) (i)
Other Restricted All
Name and Annual Stock LTIP Other
Principal Bonus Compen- Award(2) Options/ Payouts Compen-
Position Year Salary($) ($) sation($) ($) SARs (#) ($) sation($)
- --------- ---- --------- ----- -------- ---------- -------- ------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Dennis L. Yakobson 1998 $132,090 --- --- --- 20,000 --- ---
Chief Executive 1997 112,184 --- --- --- 462,400 --- ---
Officer 1996 60,937(1) --- --- --- --- --- ---
Ronald C. Butz, Chief 1998 $128,058 --- --- --- 20,000 --- ---
Operating Officer 1997 108,296 --- --- --- 450,880 --- ---
1996 58,825(1) --- --- --- --- --- ---
Charles B. Benham 1998 $128,058 --- --- --- 20,000 --- ---
Vice President- 1997 108,296 --- --- --- 450,880 --- ---
Research & 1996 58,825(1) --- --- --- --- --- ---
Development
James P. Samuels 1998 $128,058 --- --- --- 20,000 --- ---
Chief Financial 1997 94,731 --- --- --- 579,500 --- ---
Officer 1996 24,500(1) --- --- --- --- --- ---
- --------------
(1) For 1996, the period consisted of the nine months ended September 30, 1996.
</TABLE>
Option/SAR Exercises and Holdings
The following table sets forth information with respect to the named
executives, concerning the exercise of options and/or limited SARs during
the last fiscal year and unexercised options and limited SARs held as of
the end of the last fiscal year:
<PAGE>
PAGE 14
Aggregated Options/SAR Exercises
in Last Fiscal Year and FY-End Option/SAR Values:
<TABLE>
<CAPTION>
(a) (b) (c) (d) (e)
Number of Securities Value of
Shares Underlying Unexercised Unexercised In-the-Money
Acquired Value Options/SARs at FY-End (#) Options/SARs at FY End($)
Name on Exercise(#) Realized($) Exercisable/Unexercisable Exercisable/Unexercisable
- ------------------- -------------- ----------- ------------------------- -------------------------
<S> <C> <C> <C> <C>
Dennis L. Yakobson --- --- 502,400(1) $344,979
Ronald C. Butz 60,000 $78,735 430,880(1) 294,747
Charles C. Benham --- --- 490,880(1) 335,982
James P. Samuels --- --- 599,500(1) 422,622
- ---------------
(1) Exercisable.
</TABLE>
Option/SAR Repricings
There have been no adjustments or amendments to the exercise price
of stock options or SARs previously awarded to any of the named executive
officers, whether through amendment, cancellation or replacement grants
or any other means during the last fiscal year.
<TABLE>
<CAPTION>
Option/SAR Grants in Last Fiscal Year*
Individual Grants
(a) (b) (c) (d) (e)
Number of % of Total Market
Securities Options/SARs Exercise Price on
Underlying Granted to or Base Date of Expi-
Options/SARs Employees in Price Grant ration
Name Granted(#) Fiscal Year ($/Sh) ($/Sh)* Date
- ------------------ ------------ ------------ -------- -------- -----
<S> <C> <C> <C> <C> <C>
Dennis L. Yakobson 20,000 6.64% .82 .82 01/26/03
Ronald C. Butz 20,000 6.64% .82 .82 01/26/03
Charles B. Benham 20,000 6.64% .82 .82 01/26/03
James P. Samuels 20,000 6.64% .82 .82 01/26/03
- ---------------
* The market price is determined by averaging the closing bid and ask price on the date of
grant.
</TABLE>
<PAGE>
PAGE 15
Profit Sharing Plan
Rentech has adopted a profit-sharing plan for the benefit of all
employees. The plan will be administered by a committee appointed by the
board of directors. Awards by the committee to its members will be
subject to approval by the disinterested members of the board of
directors. Awards are discretionary and shall not aggregate an amount in
excess of five percent of audited pre-tax earnings before depreciation,
amortization and extraordinary income for the preceding fiscal year.
Bonuses are payable only if such pre-tax earnings exceed $500,000 for the
year.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
On August 15, 1997, James P. Samuels was one of four individuals who
loaned Rentech $390,000 to pay all remaining obligations on its preferred
stock. Mr. Samuels' loan was $90,000. It was evidenced by a promissory
note paid in full on January 29, 1998. The note bore interest at 20% per
annum. Additionally, options to purchase 55,000 shares of common stock
at the then-market price of $.25 per share were granted for each $100,000
of the loan. The options expire August 14, 1999.
There are no family relationships among the directors. There are no
arrangements or understandings between any director and any other person
pursuant to which that director was elected.
Rentech has adopted a salary reduction simplified employee pension
plan but presently has no other pension, retirement or similar plans.
Rentech has profit-sharing and stock option plans. It provides a medical
insurance plan and life insurance coverage to officers and directors and
may provide other benefits to officers and employees in the future. It
may also compensate non-employee directors for attendance at board and
committee meetings at a per diem rate to be determined plus reimbursement
of actual expenses incurred in attending such meetings.
MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS
The board of directors held eight meetings during the fiscal year
ended September 30, 1998. No director attended fewer than 75% of the
meetings of the board of directors (held during the period for which he
has been a director) and the total number of meetings of committees of
the board of directors on which he served (during the period that he
served).
<PAGE>
PAGE 16
The board of directors has a standing audit committee and stock
option committee. It has no standing nominating committee.
The audit committee currently consists of Messrs. John J. Ball and
John P. Diesel. The audit committee formally met two times during the
fiscal year ended September 30, 1998, and also met informally several
other times. The function of the audit committee is to review the nature
and scope of the services of the independent public accountants, to
confer with the independent public accountants and to review the results
of their audit and Rentech's internal accounting controls, and to provide
assistance to the board of directors with respect to its corporate and
reporting practices.
The stock option committee currently consists of Messrs. Erich W.
Tiepel and Douglas L. Sheeran. The committee formally met two times
during the fiscal year ended September 30, 1998, and also met informally
several other times. The function of the committee is to make
recommendations to the board of directors regarding compensation to be
paid to Rentech's key employees in the form of stock options.
PROPOSAL NO. 2
APPROVAL OF POSSIBLE REVERSE STOCK SPLIT
Rentech's board of directors has unanimously approved a proposal to
authorize the board, for one year from the date of the annual meeting, to
effect, in its discretion, a reverse stock split of the outstanding
shares of Rentech's common stock on the basis of one share for each five
shares outstanding on a record date fixed for the reverse stock split by
the board (the "Reverse Stock Split Proposal"). The reverse stock split
will not be effected automatically if approved by the shareholders, but
rather will require board authorization. No amendment will be required
or made to Rentech's Articles of Incorporation.
Reasons for the Reverse Stock Split
ALTHOUGH THE BOARD OF DIRECTORS IS NOT PROPOSING TO IMPLEMENT THE
REVERSE STOCK SPLIT AT THIS TIME, THE BOARD OF DIRECTORS IS SEEKING
SHAREHOLDER APPROVAL OF THE REVERSE STOCK SPLIT PROPOSAL IN ADVANCE OF A
DECISION BY THE BOARD OF DIRECTORS TO IMPLEMENT THE REVERSE STOCK SPLIT
IN ORDER TO PROMPTLY RESPOND TO DEVELOPMENTS THAT THE BOARD OF DIRECTORS
DETERMINES, IN ITS DISCRETION, MAKES THE REVERSE STOCK SPLIT NECESSARY OR
ADVISABLE. IF RENTECH IS ABLE TO MAINTAIN LISTING OF ITS COMMON STOCK
ON THE SMALLCAP MARKET BY DEMONSTRATING TO NASDAQ ITS ABILITY TO SUSTAIN
LONG TERM COMPLIANCE WITH NASDAQ'S LISTING REQUIREMENTS, WITHOUT THE
NECESSITY OF THE REVERSE STOCK SPLIT, THE BOARD OF DIRECTORS DOES NOT
EXPECT AT THIS TIME TO IMPLEMENT THE SPLIT.
<PAGE>
PAGE 17
Rentech's principal business is licensing and using its
gas-to-liquids technology to convert natural gas and other carbon
materials into super-clean diesel fuel, naphtha, industrial waxes, and
other petroleum products. The primary product of Rentech's technology is
its premium diesel fuel. Principal users of its technology are
refineries, owners of natural gas fields, and other energy businesses.
Oil and gas companies and other energy businesses, especially oil and gas
service companies, have experienced an economic downturn since 1998 due
to a recent oversupply of oil. Rentech's management believes its
relationships with the industry and these businesses have caused weakened
market support for its stock since the latter part of 1998. During that
time, the market price of Rentech's stock has fallen below $1.00.
Rentech's common stock presently is traded on the Nasdaq SmallCap
Market. One of the requirements for continued trading of securities on
that market is a minimum bid price of $1.00 or more per share. If a
deficiency exists for a period of 30 consecutive business days, Nasdaq is
required to notify the issuer, which then has a period of 90 calendar
days from such notification to achieve compliance. Compliance can be
achieved by meeting the applicable standard for a minimum of ten
consecutive business days during the 90-day compliance period. From
November 18, 1998, to the date of this proxy statement, the bid price of
Rentech's common stock has been less than $1.00 per share.
By letter dated January 5, 1999, Nasdaq advised Rentech that it was
not in compliance with the minimum bid price requirements and that
Rentech had until April 5, 1999 to achieve compliance. Since Rentech did
not meet those requirements, and to stay delisting of its stock from the
Nasdaq SmallCap Market, Rentech requested a hearing with Nasdaq. The
request had the effect of staying the delisting. By letter dated April
7, 1999, the Nasdaq Listing Qualifications Panel scheduled a hearing on
Rentech's request for continued listing. The hearing is scheduled for
May 20, 1999. Rentech does not know at this time whether its request
will be granted. If it is not, Rentech intends to file an additional
appeal.
If required by Nasdaq, the board of directors will effect the
reverse stock split, assuming the board is authorized by the shareholders
to implement the split. While the impact of the reverse stock split on
Rentech's stock price is unknown, management believes it would result in
Rentech's common stock being eligible for trading on the Nasdaq SmallCap
Market. In the event the $1.00 minimum bid price requirement cannot be
achieved, the common stock probably would trade on Nasdaq's OTC Bulletin
Board.
If the reverse stock split is effected, it is possible that any
increase in the market price of the common stock resulting from the
<PAGE>
PAGE 18
reverse stock split may be proportionately less than the decrease in the
number of shares outstanding and that the liquidity of the common stock
after the reverse stock split may be adversely affected due to the
reduced number of shares outstanding. Also, implementing the reverse
stock split will result in additional shareholders owning "odd lots"
(fewer than 100 shares) as to which brokerage commissions on resale could
be higher than the commissions on 100-share lots.
The Reverse Stock Split Proposal, if approved by shareholders, will
allow the board of directors to promptly implement a reverse stock split
without the delay and expense of calling a special meeting of
shareholders of Rentech. It would allow the board of directors to defer
a decision on whether to cause a reverse stock split for as long as any
extension that Nasdaq may grant for Rentech to comply with Nasdaq's
listing criteria. The board of directors, in its discretion, could also
elect not to implement the reverse stock split and to trade on Nasdaq's
OTC Bulletin Board. The board of directors believes this flexibility is
important and in the best interest of the shareholders.
Effects of the Reverse Stock Split
The reverse stock split will be implemented only in the event the
board of directors, in its discretion, exercised at any time within one
year after the date of the annual meeting, determines that the reverse
stock split is necessary or desirable. The reverse stock split will
become effective ten calendar days, or such longer or shorter period
fixed by the board of directors, after the board fixes a date for
determination of shareholders whose shares will be subject to the reverse
stock splits ("Effective Date") and after the board announcement of the
stock split by publication of a press release, filing of a Form 8-K with
the Securities and Exchange Commission, and notification to The Nasdaq
Stock Market. If the reverse stock split proposal is approved by the
shareholders at the annual meeting, no further authorization or approval
by the shareholders will be required in order for the board of directors
to implement the reverse stock split.
On the Effective Date, each five shares (the "Reverse Stock Split
Ratio") of common stock then issued and outstanding as of the close of
business on that date ("Pre-Split Common Stock") will be automatically
exchanged for one share of the same class of common stock ("Post-Split
Common Stock"). From and after the Effective Date, certificates
representing shares of Pre-Split Common Stock will be deemed to represent
the number of shares of Post-Split Common Stock, rounded up to the
nearest whole share, into which the shares of Pre-Split Common Stock were
converted.
<PAGE>
PAGE 19
The following table summarizes the effect of the reverse stock split
on Rentech's outstanding common stock:
<TABLE>
<CAPTION>
Number of Number of
Pre-Split Post-Split
Shares Shares
<S> <C> <C>
Common Stock 44,131,674 8,826,335
</TABLE>
The number of Rentech's authorized shares and the par value of the
common stock will not change. The number of shares of common stock
issuable upon exercise or conversion of outstanding stock options, stock
purchase warrants, convertible securities (including the preferred stock)
and other rights to purchase shares of common stock will be reduced by
the Reverse Stock Split Ratio, and the exercise or conversion price will
be increased by the Reverse Stock Split Ratio. The effect is that the
aggregate consideration payable upon exercise or conversion of all such
securities will remain the same as before and after the reverse stock
split. Upon full exercise or conversion of such securities, the holder
will be entitled to purchase the same relative amount of shares of common
stock before and after the reverse stock split. In addition, the number
of shares of common stock authorized to be issued under Rentech's stock
option plans will be reduced by the Reverse Stock Split Ratio.
The Company's Articles of Incorporation will not be amended in
connection with the reverse stock split.
If the reverse stock split is implemented, the decrease in the
number of shares of common stock outstanding and reserved for issuance
upon exercise of outstanding options, warrants and convertible securities
will result in an increase in the number of shares of common stock
available for issuance by the board of directors. The board of directors
will determine whether, when and on what terms the issuance of shares of
common stock may be warranted. Like the presently authorized but
unissued shares of common stock, the additional shares of common stock
that will become available for issuance upon the implementation of the
reverse stock split will be available for issuance without further action
by Rentech's shareholders, unless such action is required by applicable
law or the rules of the Nasdaq Stock Market or any other stock exchange
or stock market on which the common stock may be listed in the future.
Holders of common stock and preferred stock have no preemptive rights to
<PAGE>
PAGE 20
subscribe to or for any additional shares of Rentech's capital stock.
Except in certain cases such as stock dividends, the issuance of
additional shares of common stock would have the effect of diluting the
voting power of existing shareholders of common stock.
Exchange of Certificates
If the reverse stock split is approved by the shareholders and
implemented by the board of directors, then as soon as practicable after
the Effective Date, shareholders will be given the option, but will not
be required, to exchange their certificates representing shares of
Pre-Split Common Stock ("Pre-Split Certificates") for certificates
representing the number of whole shares of Post-Split Common Stock
("Post-Split Certificates") into which the shares of Pre-Split Common
Stock have been converted as a result of the reverse stock split. After
the Effective Date, each common stockholder will receive a letter of
transmittal from Rentech's transfer agent, American Securities Transfer &
Trust Inc., Denver, Colorado, which will act as the Exchange Agent for
the exchange of stock certificates. The letter will be accompanied by
materials and instructions for making the exchange. In order to receive
Post-Split Certificates, shareholders must surrender their Pre-Split
Certificates according to the Exchange Agent's instructions, together
with properly executed and completed letters of transmittal and such
evidence of ownership of such shares as Rentech or the Exchange Agent may
require, plus the applicable exchange fees. Pre-Split Certificates not
presented for surrender after the Effective Date will be exchanged for
Post-Split Certificates the first time they are presented for transfer.
From and after the Effective Date, each Pre-Split Certificate will, until
surrendered in exchange as previously described, be deemed for all
corporate purposes after the Effective Date, to evidence ownership of the
whole number of shares of Post-Split Common Stock into which the shares
evidenced by such Pre-Split Certificate have been converted by the
reverse stock split.
DO NOT SEND ANY STOCK CERTIFICATES TO RENTECH OR TO THE EXCHANGE AGENT AT
THIS TIME. NOTIFICATION OF THE DETAILED PROCEDURES FOR EFFECTING THE
EXCHANGE, IF THE REVERSE STOCK SPLIT IS APPROVED AND IMPLEMENTED, WILL BE
PROVIDED AT A LATER DATE.
Rounding Up Of Fractional Shares
If the reverse stock split is implemented, no fractional shares of
common stock will be issued. Instead, all fractional shares will be
rounded up to the nearest whole share. Management believes that Rentech
<PAGE>
PAGE 21
presently has approximately 6,800 shareholders. Accordingly, fewer than
6,800 additional shares of common stock would be issued as a result of
the rounding up of fractional shares. This would amount to approximately
.015% of the 44,131,674 shares of common stock outstanding as of this
date.
Certain Federal Income Tax Consequences
The following is a summary of the anticipated federal income tax
consequences of the reverse stock split to common stockholders of
Rentech, if the reverse stock split is implemented. This summary is
based upon the Internal Revenue Code, the applicable treasury regulations
promulgated under it, judicial authority, and administrative rulings and
practice, all as in effect on the date hereof. Legislative, judicial or
administrative rules and interpretations are subject to change,
potentially on a retroactive basis, at any time and therefore could alter
or modify the following statements and conclusions. For the purposes of
this discussion, we assume that the shares of common stock are held as
capital assets by shareholders who are United States persons, i.e.,
citizens or residents of the United States or domestic corporations.
This summary does not purport to be complete and does not address all
aspects of federal income taxation that may be relevant to a particular
shareholder in light of the shareholder's personal investment
circumstances, shares of common stock held as security for loans or those
shareholders subject to special treatment under the federal income tax
laws (for example, life insurance companies, tax-exempt organizations,
foreign corporations and nonresident alien individuals). The summary
also does not discuss any consequences of the reverse stock split under
any state, local, foreign, gift or estate tax laws.
No ruling from the Internal Revenue Service or opinion of counsel
will be obtained regarding the federal income tax consequences to the
shareholders of Rentech as a result of the reverse stock split.
ACCORDINGLY, EACH SHAREHOLDER IS ENCOURAGED TO CONSULT HIS OR HER TAX
ADVISOR REGARDING TAX CONSEQUENCES OF THE PROPOSED REVERSE STOCK SPLIT TO
THE SHAREHOLDER, INCLUDING THE APPLICATION AND EFFECT OF STATE, LOCAL AND
FOREIGN INCOME TAX LAWS.
Rentech believes that the reverse stock split, if implemented, would
be a tax-free recapitalization to Rentech and the holders of its common
stock. If the reverse stock split qualifies as a recapitalization
described in Section 368(A)(1)(E) of the Code, (i) no gain or loss will
be recognized by Rentech in connection with the reverse stock split; and
(ii) no gain or loss will be recognized by holders of common stock who
<PAGE>
PAGE 22
exchange their shares of Pre-Split Common Stock for shares of
Post-Split Common Stock, except that holders of common stock whose
fractional shares resulting from the reverse stock split are rounded up
to the nearest whole shares will recognize gain for federal income tax
purposes equal to the value of the additional fractional share. Rentech
expects that rounding up of fractional shares will result in an increase
of less than .015% in the total number of shares of common stock
outstanding after any reverse stock split.
Vote Required
If a quorum is present at the annual meeting, the reverse stock
split will be approved if the votes cast favoring the action exceed the
votes cast opposing the action by the holders of the common stock.
Properly signed proxies returned to Rentech at or prior to the annual
meeting will be voted in favor of the Reverse Stock Split Proposal unless
contrary instructions are specified.
No Dissenters' Rights of Appraisal
Under Colorado law, shareholders are not entitled to dissenters'
rights of appraisal with respect to the reverse stock split proposal.
YOUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE
"FOR" THE ADOPTION AND APPROVAL OF THE REVERSE STOCK SPLIT PROPOSAL.
COMPLIANCE WITH SECTION 16(a)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Rentech's executive officers and directors are required to file
reports of ownership and changes in ownership of Rentech's securities
with the Securities and Exchange Commission as required under provisions
of the Securities Exchange Act of 1934. Based solely on the information
provided to Rentech by individual directors and executive officers,
Rentech believes that during the last fiscal year all directors and
executive officers have complied with the applicable filing requirements.
INDEPENDENT PUBLIC ACCOUNTANTS
The board of directors has selected BDO Seidman, LLP as the
independent certified public accountants to audit the books, records and
<PAGE>
PAGE 23
accounts of Rentech for its 1999 fiscal year. To the knowledge of
management, neither such firm nor any of its members has any direct or
material indirect financial interest in Rentech nor any connection with
Rentech in any capacity otherwise than as independent accountants.
A representative of BDO Seidman, LLP is expected to be present at
the annual meeting of shareholders to answer proper questions and will be
afforded an opportunity to make a statement regarding the financial
statements.
SHAREHOLDER PROPOSALS
Proposals of shareholders intended to be presented at the annual
meeting of shareholders held in 2000 must be received by Rentech on
or before January 6, 2000, in order to be eligible for inclusion in
Rentech's proxy statement and form of proxy. To be included, a proposal
must also comply with all applicable provisions of Rule 14a-8 under the
Securities Exchange Act of 1934.
OTHER MATTERS
Management does not know of any other matters to be brought before
the annual meeting. If any other matters not mentioned in this proxy
statement are properly brought before the meeting, the individuals named
in the enclosed proxy intend to vote such proxy in accordance with the
directors' recommendations on those matters.
By Order of the board of directors,
Ronald C. Butz, Secretary
May 6, 1999
<PAGE>
PAGE 24
PROXY RENTECH, INC. PROXY
1331 17th Street, Suite 720
Denver, Colorado 80202
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Linda D. Kansorka and Mark A. Koenig
as proxies, each with the power to appoint his or her substitute, and
hereby authorizes them to represent and to vote, as designated below, all
the shares of common stock of Rentech, Inc. held of record on April 30,
1999 by the undersigned at the annual meeting of shareholders to be held
at Courtyard by Marriott, Cosmopolitan Room, 934 16th Street, Denver,
Colorado on June 16, 1999 at 9:00 a.m. local time, and at any adjournment
thereof.
1. ELECTION OF DIRECTOR / / FOR nominee listed below (except
as marked to the contrary below.)
/ / WITHHOLD AUTHORITY to vote for
nominee listed below.
For a three-year term to 2002 and until his successor is elected and
qualified:
Dennis L. Yakobson John P. Diesel
(INSTRUCTION: Mark only one box. To withhold authority to vote
for any individual nominee, write that nominee's name in the space
provided below.)
-------------------------------------------------------------------
2. FOR / / AGAINST / / proposal to authorize the Company's
board of directors of Rentech, Inc. for one year from the date of the
annual meeting, to effect, in its discretion, a reverse stock split of
the outstanding shares of Rentech, Inc.'s common stock on the basis of
one share for each five shares outstanding at the time of the reverse
stock split.
ABSTAIN / /
3. In their discretion the proxies are authorized to vote upon such
other business as may properly come before the meeting.
<PAGE>
PAGE 25
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER
DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE,
THIS PROXY WILL BE VOTED FOR THE NOMINEES LISTED ABOVE AS TO WHOM
AUTHORITY TO VOTE HAS NOT BEEN WITHHELD AND FOR ALL OTHER PROPOSALS.
Please sign exactly as name appears. When shares are held by joint
tenants, both should sign. When signing as attorney, as executor,
administrator, trustee or guardian, please give full title as such. If a
corporation, please sign in full corporate name by president or other
authorized officer. If a partnership, please sign in partnership name by
authorized person.
Dated: , 1999
-------------------------------------------
-------------------------------------------------
-------------------------------------------------
Signature
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY PROMPTLY USING THE ENCLOSED
ENVELOPE.
