SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
<TABLE>
<CAPTION>
<S> <C> <C> <C>
[_] Preliminary Proxy Statement [ ] Confidential, for Use of the
[X] Definitive Proxy Statement Commission Only (as permitted by
[_] Definitive Additional Materials Rule 14a-6(e)(2))
[_] Soliciting Material Pursuant to
(ss.)240.14a-11(c) or (ss.)240.14a-12
</TABLE>
VSI LIQUIDATION CORP.
----------------------------------------------------
(Name of Registrant as Specified In Its Charter)
N/A
----------------------------------------------------
(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.:
3) Filing Party:
4) Date Filed:
<PAGE>
VSI LIQUIDATION CORP.
2170 PIEDMONT ROAD, NE
ATLANTA, GEORGIA 30324
------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To the Stockholders:
The Annual Meeting of Stockholders of VSI Liquidation Corp. ("VSI") will be
held at the Marriott Courtyard - Executive Park, 1236 Executive Park Drive, NE,
Atlanta, Georgia 30329 on Monday, January 22, 2001, at 8:00 a.m., Atlanta time,
for the purpose of considering and acting upon the following:
1. The election of two directors to the Board of Directors; and
2. To transact such other business as may properly come before the annual
meeting or any adjournment thereof.
The Board of Directors has fixed the close of business on December 15, 2000
as the record date for determination of stockholders of VSI entitled to receive
notice of and to vote at the annual meeting or any adjournments thereof.
Your vote is important! Whether you expect to attend the meeting or not,
please date, sign, complete, and return the accompanying proxy in the enclosed
self-addressed envelope as promptly as possible.
By Order of the Board of Directors:
/s/ Joe M. Young
Joe M. Young
Director
Date: December 15, 2000
A copy of the Annual Report on Form 10-K of VSI Liquidation Corp. for the
fiscal year ended June 30, 2000, containing financial statements, is enclosed.
<PAGE>
VSI LIQUIDATION CORP.
2170 PIEDMONT ROAD NE
ATLANTA, GEORGIA 30324
----------------------------------------
2001 ANNUAL MEETING OF STOCKHOLDERS
PROXY STATEMENT
----------------------------------------
GENERAL INFORMATION
This proxy statement is furnished for the solicitation of proxies by the
Board of Directors of VSI Liquidation Corp. for its Annual Meeting of
Stockholders to be held on January 22, 2001, at 8:00 a.m., Atlanta time, at the
Marriott Courtyard - Executive Park, 1236 Executive Park Drive, NE, Atlanta,
Georgia 30329.
This proxy statement and the accompanying form of proxy are being first
mailed to stockholders on or about December 15, 2000. The stockholder giving the
proxy may revoke it at any time before it is exercised at the meeting by: (i)
delivering to the Secretary of VSI a written instrument of revocation bearing a
date later than the date of the proxy; (ii) duly executing and delivering to the
Secretary a subsequent proxy relating to the same shares; or (iii) attending the
meeting and voting in person, attendance at the meeting will not in and of
itself constitute revocation of a proxy. Any proxy which is not revoked will be
voted at the annual meeting in accordance with the stockholder's instructions.
If a stockholder returns a properly signed and dated proxy card but does not
mark any choices on one or more items, his or her shares will be voted in
accordance with the recommendations of the Board of Directors as to such items.
The proxy card gives authority to the proxies to vote shares in their discretion
on any other matter properly presented at the annual meeting.
Proxies will be solicited from VSI's stockholders by mail. VSI will pay all
expenses in connection with the solicitation, including postage, printing and
handling, and the expenses incurred by brokers, custodians, nominees and
fiduciaries in forwarding proxy material to beneficial owners. VSI does not
intend to employ a proxy solicitation firm to solicit proxies in connection with
the annual meeting. It is possible that directors, officers and regular
employees of VSI may make further solicitation personally or by telephone,
telegraph or mail. Directors and officers of VSI will receive no additional
compensation for any such further solicitation.
Only holders of record of VSI's common stock at the close of business on
December 15, 2000 are entitled to notice of, and to vote at, the annual meeting.
At the close of business on December 15, 2000, VSI had outstanding a total of
7,906,617 shares of common stock. Each such share will be entitled to one vote,
non-cumulative, on each matter to be considered at the annual meeting. A
majority of the outstanding shares of common stock, present in person or
represented by proxy at the annual meeting, will constitute a quorum for the
transaction of business at the annual meeting.
Votes cast by proxy or in person at the annual meeting will be counted by
the persons appointed by VSI to act as election inspectors for the meeting. The
inspectors will ascertain the number of shares outstanding and the voting power
of each of such shares, determine the shares represented at the meeting and the
validity of proxies and ballots, count all votes and ballots and perform certain
other duties as required by law.
Nominees for election as directors will be elected by a plurality of the
votes cast by the holders of shares entitled to vote in the election.
Accordingly, the two nominees receiving the highest vote totals will be elected
as directors of VSI at the annual meeting. It is expected that shares held by
executive officers and directors of VSI, which in the aggregate represent
approximately 72.5% of the outstanding shares of common stock, will be voted for
the director nominees. With respect to election of directors, abstentions, votes
"withheld" and broker non-votes will be disregarded and have no effect on the
outcome of the vote.
<PAGE>
There are no rights of appraisal or similar dissenters' rights with respect
to any matter to be acted upon pursuant to this proxy statement.
SALE OF SUBSTANTIALLY ALL OF VSI'S ASSETS
On September 8, 1998, VSI entered into a Second Amended and Restated Asset
Purchase Agreement with HydroChem Industrial Services, Inc. ("HydroChem") which
provided for the sale of substantially all of VSI's assets to HydroChem and the
assumption by HydroChem of substantially all of VSI's liabilities. The purchase
price was approximately $30.0 million. $4.0 million of the proceeds were placed
in escrow to secure and indemnify HydroChem for any breach of VSI's covenants
and for any environmental liabilities. Escrow funds, to the extent not needed to
indemnify HydroChem, will be released over the approximately three year period
following the closing (the "Closing"), which occurred on January 5, 1999 and was
effective as of January 1, 1999.
On January 29, 1999, an initial liquidating cash dividend of approximately
$16.8 million ($2.13 per share) was mailed to stockholders of record at the
close of business on January 22, 1999. An additional liquidating cash dividend
of approximately $1.2 million (.15 per share) was paid to stockholders of record
on the close of business on January 31, 2000. VSI expects that, subject to any
claims which may be made by HydroChem, the remaining escrowed funds of
approximately $3.2 million (including earning on escrowed funds to date) will be
released on or about the second and third anniversaries of the Closing date in
amounts of approximately $1 million in January 2001 and $1.2 million in 2002,
with up to an additional $1 million being released at such time as VSI delivers
to HydroChem a certificate regarding certain environmental remediation matters,
which is currently expected to be possible in the year 2001.
VSI changed its name from Valley Systems, Inc. to VSI Liquidation Corp.
after the Closing and does not have and will not have any business operations in
the future other than those associated with the winding up and dissolution of
VSI, including distribution of any escrow funds released to VSI.
ELECTION OF DIRECTORS
The proxy holders intend to vote "FOR" election of the nominees named
below, who are currently members of the Board, as directors of VSI, unless
otherwise specified in the proxy. Directors of VSI elected at the annual meeting
to be held on January 22, 2001 will hold office until the next annual meeting or
until their successors are elected and qualified.
Each of the nominees has consented to serve on the Board of Directors, if
elected. Should any nominee for the office of director become unable to accept
nomination or election, which is not anticipated, it is the intention of the
persons named in the proxy, unless otherwise specifically instructed in the
proxy, to vote for the election of such other person as the Board may recommend.
The individuals listed below as nominees for the Board of Directors were
directors of VSI during fiscal 2000. The name and age of each nominee, the
period during which such person has served as a director and each nominee's
principal occupation during the last five years is set forth below:
<TABLE>
<CAPTION>
<S> <C> <C> <C>
DIRECTOR
NAME AGE SINCE PRINCIPAL OCCUPATION
Allen O. Kinzer 60 1991 President of BMW Manufacturing Corp. and
President of A.O. Kinzer and Associates, Inc.
Joe M. Young 71 1992 General Manager of Rollins Investment Fund
</TABLE>
RECOMMENDATION OF THE BOARD OF DIRECTORS
The Board of Directors of VSI recommends a vote FOR the election of each of
the nominees named below for election as director.
2
<PAGE>
COMMITTEES AND MEETINGS OF THE BOARD
The Board of Directors has established three committees, the Audit
Committee, the Stock Option Committee and the Compensation Committee. However,
the Board currently performs all functions of these three committees. During the
fiscal year ended June 30, 2000, the Board of Directors met once, and all of
VSI's current directors were present.
Each non-employee director receives a $6,000 annual retainer, and $2,000
for each Board meeting actually attended, as well as reimbursement for actual
expenses of such attendance.
Notwithstanding anything to the contrary set forth in any of VSI's filings
under the Securities Act of 1933 or the Securities Exchange Act of 1934, that
might incorporate other VSI filings, including this proxy statement, in whole or
in part, the following Report and Performance Graph shall not be incorporated by
reference into any such filings.
REPORT OF THE BOARD OF DIRECTORS
ON EXECUTIVE COMPENSATION
The Board of Directors as a whole performed the functions of the
Compensation Committee throughout the 2000 fiscal year.
Prior to the Closing, the Board made subjective salary decisions in annual
reviews. This annual review considered the decision-making responsibilities of
each position, the experience and work performance. The Board subjectively
viewed work performance as the most important measurement factor. The remaining
measurement factors, decision-making responsibilities and experience were
weighted equally. Subsequent to the Closing, no compensation has been paid to
any executive officer of VSI, except as set forth below.
Prior to the Closing, VSI's total compensation program for the CEO and the
other executive officers was determined in accordance with the manner discussed
above. Mr. Strickland was named CEO in October 1993. Currently, Mr. Strickland
is paid only a nominal annual consulting fee, $10,000.00 in fiscal year 2000,
for his services until such time as VSI is dissolved.
BOARD OF DIRECTORS
Joe M. Young
Allen O. Kinzer
3
<PAGE>
PERFORMANCE GRAPH
The following graph sets forth the cumulative stockholder return to VSI's
stockholders during the five years ended June 30, 2000, as well as an overall
stock market index (CRSP Total Return Index for The Nasdaq Stock Market: US
Companies) and VSI's peer group index (CRSP Total Return Index for The Nasdaq
Stock Market: Non-Financial Stocks). The stock performance graph assumes $100
was invested on July 1, 1995 and reinvestment of all dividends.
[GRAPH OMITTED]
<TABLE>
<CAPTION>
VALUE OF $100 INVESTED ON JULY 1, 1995 AT:
<S> <C> <C> <C> <C> <C> <C>
7/1/95 6/28/96 6/30/97 6/30/98 6/30/99 6/30/00
------ ------- ------- ------- ------- -------
VSI Liquidation Corp. 100.00 100.00 144.44 91.64 12.46 12.46
NASDAQ Non-Financial Stocks 100.00 126.96 165.58 194.78 286.94 444.58
NASDAQ Market Index-U.S. Cos. 100.00 128.38 156.13 205.49 295.49 436.89
</TABLE>
Total return assumes reinvestment of dividends.
A total of $2.28 per share has been distributed
by VSI through October 20, 2000.
4
<PAGE>
EXECUTIVE COMPENSATION
The following table sets forth the compensation paid by VSI to VSI's Chief
Executive Officer during the 2000 fiscal year. No other person served as an
executive officer of VSI during fiscal year 2000.
SUMMARY COMPENSATION TABLE
<TABLE>
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<S> <C> <C> <C> <C> <C> <C> <C>
LONG TERM COMPENSATION
ANNUAL COMPENSATION AWARDS PAYOUTS
-------------------------------------------- ------------ -------
SECURITIES
OTHER ANNUAL UNDERLYING LTIP ALL OTHER
NAME AND PRINCIPAL SALARY BONUS COMPENSATION OPTIONS/SARS PAYOUTS COMPENSATION
POSITION YEAR ($) ($) ($) (#) ($) ($)
-------------------- ---- --------- -------- ----------------- ------------ ------- ------------
Ed Strickland (1) 2000 -0- -0- 10,000 -0- -0- -0-
President and 1999 24,077 -0- 10,000 -0- -0- 150,000(2)
Chief Executive 1998 40,000 -0- -0- -0- -0- -0-
Officer
</TABLE>
(1) Mr. Strickland, age 54, was appointed President and Chief Executive Officer
in October 1993. He is also an officer of LOR, Inc., which is owned by
Rollins Investment Fund, the majority owner of the common stock of VSI, and
has held this position for the past seven years. Mr. Strickland manages
several other companies for LOR, Inc. VSI does not pay Rollins Investment
Fund or LOR, Inc. a management fee for his services.
(2) Consists of $100,000 for redemption of stock options and $50,000 retention
bonus received in connection with the sale of VSI to HydroChem.
OPTIONS/SAR GRANTS IN LAST FISCAL YEAR
There were no option/SAR grants made during the 2000 fiscal year.
AGGREGATED OPTIONS/SAR EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END
OPTIONS/SAR VALUES
There were no option/SAR exercises in the 2000 fiscal year. In connection
with the sale of VSI to HydroChem, all outstanding options for employees and
directors were redeemed.
LONG TERM INCENTIVE PLANS AND RETIREMENT PLANS
VSI has never had any long term incentive plans or retirement plans.
5
<PAGE>
SECTION 16 BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires VSI's
executive officers and directors, and persons who beneficially own more than ten
percent of VSI's stock, to file initial reports of ownership and reports of
changes in ownership with the Securities and Exchange Commission ("SEC").
Executive officers, directors and greater than ten percent beneficial owners are
required by SEC regulations to furnish VSI with copies of all Section 16(a)
forms they file.
Based solely on a review of the copies of reports furnished to VSI or
written representations from reporting persons, VSI believes that with respect
to the fiscal year ended June 30, 2000 all of such filing requirements were
complied with.
BENEFICIAL OWNERSHIP OF VOTING SECURITIES
The following table sets forth certain information as of October 20, 2000
with respect to the beneficial ownership of the common stock of VSI by each
beneficial owner of more than 5% of the outstanding shares. In addition, this
table includes the outstanding voting securities beneficially owned by the
executive officer and directors and the number of shares owned by the executive
officer and directors as a group. Unless otherwise indicated, the owners have
sole voting and investment power with respect to their respective shares.
<TABLE>
<CAPTION>
<S> <C> <C> <C>
NUMBER OF SHARES
NAME AND ADDRESS OF BENEFICIALLY PERCENTAGE OF
BENEFICIAL OWNER OWNED SHARES OWNED
Rollins Investment Fund (1) 5,689,945(2) 71.1%
R. Randall Rollins (1) 5,689,945(2) 71.1%
Gary W. Rollins (1) 5,689,945(2) 71.1%
Ed Strickland (3) 112,000 1.4%
Joe M. Young (1) (4) 0 0%
Allen O. Kinzer (3) 1,800 *
Executive officer and directors
as a group (3 persons) 5,803,745(2)(4) 72.5%
</TABLE>
----------------------------
* Owns less than one percent.
(1) Addresses are c/o Rollins Investment Fund, P.O. Box 647, Atlanta, Georgia
30301.
(2) RIF beneficially owns an aggregate 5,689,945 shares of VSI's common stock
with respect to which RIF has sole voting and dispositive power. Given his
respective interest in RIF as a general partner thereof, as co-executor of
the Estate of O. Wayne Rollins (Estate) (with the power to control the
Estate in its entirety), and as sole trustee of five trusts of which his
five children are beneficiaries, R. Randall Rollins has shared voting and
dispositive power with respect to the entire 5,689,945 shares held by RIF.
Given his respective interest in RIF as a general partner thereof, as
co-executor of the Estate (with the power to control the Estate in its
entirety), and as sole trustee of four trusts of which his four children
are beneficiaries, Gary W. Rollins has shared voting and dispositive power
with respect to the entire 5,689,945 shares held by RIF. Given each
individual's ability to influence the disposition of all of RIF's holdings,
they have deemed it appropriate to report beneficial ownership on a shared
basis for the entire number of shares held by RIF.
(3) Addresses are c/o VSI Liquidation Corp., 2170 Piedmont Road NE, Atlanta,
Georgia 30324.
(4) Joe M. Young, presently a director of VSI, and a nominee for director of
VSI, is General Manager of RIF and was appointed to the Board of Directors
of VSI pursuant to a right guaranteed to RIF in connection with its
purchase of common stock of VSI in December 1991. Mr. Young disclaims
beneficial ownership of the shares held by RIF, although due to his
affiliation with RIF, and RIF's right to name a director of VSI, those
shares are included in the total reported for the executive officer and
directors as a group.
6
<PAGE>
INDEPENDENT PUBLIC ACCOUNTANTS
Hall, Kistler & Company LLP served as the independent public accountants
providing auditing services for fiscal year 2000. Approval or selection of the
independent certified public accountants will not be submitted to the annual
meeting of stockholders. The Board of Directors will select the independent
certified public accountants and believes that it would be to the detriment of
VSI and its stockholders for there to be any impediment, such as selection or
ratification by the stockholders, to exercising its judgment to select the
independent certified public accountants or to remove them if, in its opinion,
such removal is in the best interest of VSI and its stockholders.
Representatives of Hall, Kistler & Company LLP will not be present at the
annual meeting.
Effective November 11, 1999, the Board of Directors of VSI engaged the
accounting firm of Hall, Kistler & Company LLP as independent auditors for VSI.
Hall, Kistler & Company LLP replaces the firm of PricewaterhouseCoopers LLP,
whose engagement was terminated upon the expiration of their engagement by VSI's
Board of Directors, effective as of November 11, 1999. PricewaterhouseCoopers
LLP was notified of the termination on November 15, 1999. The termination was
due to dismissal of PricewaterhouseCoopers LLP as the auditors.
Neither VSI nor anyone engaged on its behalf has consulted with Hall,
Kistler & Company LLP since the beginning of VSI's fiscal year ended June 30,
1999 with regard to (i) either: the application of accounting principles to a
specified transaction, either completed or proposed; or the type of audit
opinion that might be rendered on VSI's financial statements, which Hall,
Kistler & Company LLP has concluded was an important factor considered by VSI in
reaching a decision as to the accounting, auditing, or financial reporting
issue; or (ii) any matter that was either the subject of a disagreement (as
defined in Item 304(a) (1) (iv) of Regulation S-K) or a reportable event (as
described in Item 304(a) (1) (v) of Regulation S-K.
There were no disagreements between VSI and PricewaterhouseCoopers LLP in
connection with the audits of the two most recent fiscal years ended June 30,
1999 or through November 15, 1999, on any matter of accounting principles or
practices, financial statement disclosure, or auditing scope or procedures,
which disagreements if not resolved to their satisfaction would have caused
PricewaterhouseCoopers LLP to make reference in connection with their reports to
the subject matter of the disagreement. In addition, no events of the type
referenced in paragraphs (a) (1) (v) (A) through (D) of Item 304 of Regulation
S-K occurred within VSI's two most recent fiscal years or through November 15,
1999.
The audit reports of PricewaterhouseCoopers LLP on the consolidated
financial statements of VSI as of and for the years ended June 30, 1999 and 1998
did not contain any adverse opinion or disclaimer of opinion, nor were they
qualified or modified as to uncertainty, audit scope, or accounting principles,
except that their audit report for the year ended June 30, 1999 included an
emphasis of a matter paragraph regarding VSI's having sold substantially all of
its net operating assets on January 1, 1999.
VSI requested that PricewaterhouseCoopers LLP furnish VSI with a letter,
addressed to the Commission, stating whether they agree with the statements made
by VSI herein. On December 13, 1999, VSI received a letter from
PricewaterhouseCoopers LLP dated December 10, 1999, a copy of which is attached
as Exhibit 16 to VSI's Form 8-K filed December 14, 1999.
STOCKHOLDER PROPOSALS
Appropriate proposals of stockholders intended to be presented at VSI's
2002 Annual Meeting of Stockholders pursuant to Rule 14a-8 promulgated under the
Securities Exchange Act of 1934 must be received by VSI by August 17, 2001 for
inclusion in its proxy statement and form of proxy relating to that meeting. In
addition, all stockholder proposals submitted outside of the stockholder
proposal rules promulgated pursuant to Rule 14a-8 under the Exchange Act must be
received by VSI by October 31, 2001 in order to be considered timely. If such
7
<PAGE>
stockholder proposals are not timely received, proxy holders will have
discretionary voting authority with regard to any such stockholder proposals
which may come before the annual meeting. With regard to such stockholder
proposals, if the date of the 2002 annual meeting is subsequently advanced or
delayed by more than 30 calendar days from the date of the 2001 annual meeting
to which this proxy statement relates, VSI shall, in a timely manner, inform
stockholders of the change and the date by which proposals must be received.
OTHER BUSINESS
While management of VSI does not know of any matters that may be brought
before the annual meeting, other than as set forth in the Notice of Annual
Meeting, the proxy confers discretionary authority with respect to the
transaction of any other business. It is expected that the proxies will be voted
in support of management on any question that may properly be submitted to the
annual meeting.
UPON THE WRITTEN REQUEST OF ANY RECORD OR BENEFICIAL OWNER OF COMMON STOCK
OF VSI WHOSE PROXY WAS SOLICITED IN CONNECTION WITH THE 2001 ANNUAL MEETING OF
STOCKHOLDERS, VSI WILL FURNISH SUCH OWNER, WITHOUT CHARGE, A COPY OF ITS ANNUAL
REPORT ON FORM 10-K WITHOUT EXHIBITS FOR ITS FISCAL YEAR ENDED JUNE 30, 2000.
REQUEST FOR A COPY OF SUCH ANNUAL REPORT ON FORM 10-K SHOULD BE ADDRESSED TO JOE
M. YOUNG, VSI LIQUIDATION CORP., 2170 PIEDMONT ROAD, NE, ATLANTA, GEORGIA 30324.
IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. STOCKHOLDERS WHO DO NOT
EXPECT TO ATTEND THE MEETING IN PERSON ARE URGED TO SIGN, COMPLETE, DATE AND
RETURN THE PROXY CARD IN THE ENCLOSED ENVELOPE, TO WHICH NO POSTAGE NEED BE
AFFIXED.
By Order of the Board of Directors
/s/ Joe M. Young
Joe M. Young, Director
Dated: December 15, 2000
8
<PAGE>
Annex 1
VSI LIQUIDATION CORP.
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
FOR USE AT THE ANNUAL MEETING ON JANUARY 22, 2001
The undersigned stockholder hereby appoints Joe M. Young and Allen O.
Kinzer, or any of them, with full power of substitution, to act as proxy for,
and to vote the stock of, the undersigned at the Annual Meeting of Stockholders
of VSI Liquidation Corp. to be held on January 22, 2001, and any adjournments
thereof.
The undersigned acknowledges receipt of Notice of the Annual Meeting and
Proxy Statement, each dated December 15, 2000, and grants authority to said
proxies, or their substitutes, and ratifies and confirms all that said proxies
may lawfully do in the undersigned's name, place and stead. The undersigned
instructs said proxies to vote as indicated below.
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
1. ELECTION OF DIRECTORS:
|_| FOR election of the individuals |_| REFRAIN FROM VOTING FOR
set forth below as director election of the individuals
nominees(except as marked to the set forth below as directors
contrary) nominees
</TABLE>
NOMINEES: Joe M. Young and Allen O. Kinzer
(INSTRUCTIONS: To withhold authority to vote for any individual nominee(s),
write that person's name on the space provided below.)
2. Upon such other matters as may properly come before the meeting.
THE PROXIES SHALL VOTE AS SPECIFIED ABOVE, OR IF NO DIRECTION IS MADE, THIS
PROXY WILL BE VOTED FOR EACH OF THE LISTED NOMINEES.
Date: _______________________, 200__
------------------------------------------
(Signature)
------------------------------------------
(signature if held jointly)
(Stockholders should sign exactly as name appears
on stock. Where there is more than one owner each
should sign. Executors, Administrators, Trustees
and others signing in a representative capacity
should so indicate.) Please enter your Social
Security Number or Federal Employer Identification
Number here:-------------------------------------
PLEASE VOTE, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.
9
