INTEGRATED CIRCUIT SYSTEMS INC
DEF 14A, 2000-10-18
SEMICONDUCTORS & RELATED DEVICES
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<PAGE>

                                 SCHEDULE 14A

                    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 Material Pursuant to Rule 14a-11(c) or Rule 14a-12

                       INTEGRATED CIRCUIT SYSTEMS, INC.
--------------------------------------------------------------------------------
               (Name of Registrant as Specified In Its Charter)

                                NOT APPLICABLE
--------------------------------------------------------------------------------
   (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:

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     (5) Total fee paid:

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[_]  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:

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     (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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Notes:

<PAGE>


                                 [LOGO OF ICS]

                         2435 Boulevard of the Generals
                         Norristown, Pennsylvania 19403

                               ----------------

                    Notice of Annual Meeting of Shareholders

                               ----------------

To the Shareholders of Integrated Circuit Systems, Inc.:

   You are cordially invited to attend the Annual Meeting of Shareholders of
Integrated Circuit Systems, Inc. (the "Company"), which will be held at 10:00
a.m., Pacific Standard Time, on November 15, 2000, at the Company's offices
located at 525 Race Street, San Jose, California for the following purposes:

     1. To approve an amendment to the Company's articles of incorporation
  increasing the number of classes on the Board of Directors from two to
  three;

     2. To elect two directors of the Company for a three-year term; and

     3. To transact such other business as may properly come before the
  meeting or any adjournments or postponements thereof.

   Only holders of the Company's Common Stock at the close of business on
September 27, 2000 are entitled to notice of, and to vote at, the Annual
Meeting and any adjournments or postponements thereof. Such shareholders may
vote in person or by proxy. The stock transfer books of the Company will not be
closed. The accompanying form of proxy is solicited by the Board of Directors
of the Company.

   Your vote is important. You are cordially invited to attend the meeting in
person. Even if you plan to attend the Annual Meeting, I urge you to complete,
sign and return the enclosed proxy card in the enclosed postage-paid envelope
in order to be certain your shares are represented at the meeting. If you
decide to attend the meeting and wish to vote in person, you may revoke your
proxy by written notice at that time.

                                          By Order of the Board of Directors

                                          /s/ Justine F. Lien

                                          Justine F. Lien
                                          Chief Financial Officer and
                                           Corporate Secretary

Norristown, Pennsylvania

October 18, 2000
<PAGE>



                        INTEGRATED CIRCUIT SYSTEMS, INC.
                         2435 Boulevard of the Generals
                              Norristown, PA 19403

                               ----------------

                                PROXY STATEMENT

                               ----------------

                         ANNUAL MEETING OF SHAREHOLDERS
                        Meeting Date: November 15, 2000

   This Proxy Statement is being sent to shareholders on or about October 18,
2000 in connection with the solicitation of proxies by the Board of Directors
of Integrated Circuit Systems, Inc., a Pennsylvania corporation (the "Company"
or "ICS"). This Proxy Statement and the accompanying proxy card relate to the
2000 Annual Meeting of the Shareholders of the Company, which will be held on
November 15, 2000, commencing at 10:00 a.m., in the Company's San Jose
facilities at 525 Race Street, San Jose, California, and at any meetings held
upon adjournment or postponement thereof (the "Annual Meeting"). The record
date for the Annual Meeting is the close of business on September 27, 2000 (the
"Record Date"). Only holders of record of the Company's Common Stock on the
Record Date are entitled to notice of the Annual Meeting and to vote at the
Annual Meeting.

   A proxy card is enclosed. Whether or not you plan to attend the Annual
Meeting in person, please sign, date and return the enclosed proxy card as
promptly as possible, in the postage-prepaid envelope provided, to ensure that
your shares will be voted at the annual Meeting. Any shareholder who returns a
proxy has the power to revoke it at any time prior to its effective use by
filing with the Secretary of the Company an instrument revoking it or a duly
executed proxy bearing a later date, or by attending the Annual Meeting and
voting in person. Unless contrary instructions are given, any such proxy, if
not revoked, will be voted at the Annual Meeting for approval of the proposals
to: (i) approve an amendment to the Company's Articles of Incorporation
increasing the number of classes on the Board of Directors from two to three;
and (ii) elect two members of the Board of Directors for a three-year term.

   At the Record Date, there were approximately 64,559,111 Shares of the
Company's Common Stock issued and outstanding. The presence, either in person
or by proxy, of persons entitled to vote a majority of the Company's
outstanding Common Stock is necessary to constitute a quorum for the
transaction of business at the Annual Meeting. Abstentions and broker non-votes
are counted for purposes of determining a quorum, but are not considered as
having voted for purposes of determining the outcome of a vote. No other voting
securities of the Company were outstanding at the Record Date.

   Holders of the Common Stock have one vote for each share on any matter that
may be presented for consideration and action by the shareholders at the Annual
Meeting. The approval of any proposal that may properly come before the Annual
Meeting, including the proposed amendment to the Company's Articles of
Incorporation, requires the affirmative vote of a majority of the votes cast by
all shareholders entitled to vote thereon. Shareholders are not entitled to
cumulative voting in the election of directors. In the election of directors,
the nominees who receive the greatest number of votes cast at the Annual
Meeting by the holders of the Common Stock will be elected as directors. Unless
instructed otherwise, the shares represented by proxies given to management
will be voted for the proposal described herein and for the recommended
nominees for the Board of Directors as set forth herein, and in the discretion
of the proxies upon such other business as may properly come before the Annual
Meeting.

   The cost of preparing, assembling, printing and mailing this Proxy Statement
and the accompanying form of proxy, and the cost of soliciting proxies relating
to the Annual Meeting, will be borne by the Company. The Company may request
banks and brokers to solicit their customers who beneficially own Common Stock
listed of record in names of nominees, and will reimburse such banks and
brokers for their reasonable out-of-pocket expenses for such solicitations.

                                       1
<PAGE>

                           FREQUENTLY ASKED QUESTIONS

What am I voting on?

   An amendment of the Company's Articles of Incorporation to increase the
number of Classes of Directors to three, and the election of two directors to
the newly established Class III for a three-year term (Mr. Hock E. Tan and Dr.
Nam P. Suh).

Who is entitled to vote?

    Shareholders as of the close of business on the Record Date of September
27, 2000, are entitled to vote at the Annual Meeting. You are entitled to one
vote for each share of common stock you held on the Record Date, including
shares:

   .  Held directly in your name as the "shareholder of record"

   .  Held for you in an account with a broker, bank, or other nominee

How do I vote by proxy?

   If you are a shareholder of record, you may vote your proxy by mail. Sign
and date each proxy you receive and return it in the prepaid envelope. If you
return your signed proxy but do not indicate your voting preferences, we will
vote on your behalf FOR the amendment of the Articles of Incorporation
described below under Proposal No. 1, FOR the election of the two nominees for
director listed below under Proposal No. 2, and in the discretion of the
proxies upon such other business as may properly come before the Annual
Meeting. Sign your name exactly as it appears on the proxy. If you are signing
in a representative capacity (for example, as an attorney, executor,
administrator, guardian, trustee, or the officer or agent of a company or
partnership), you should indicate your name and your title or capacity. If the
stock is held in custody for a minor (for example, under the Uniform Transfers
to Minors Act), the custodian should sign, not the minor. If the stock is held
in joint ownership, one owner may sign on behalf of all the owners.

   You have the right to revoke your proxy any time before the Annual Meeting
by notifying the Company's Secretary in writing. If you are a shareholder of
record, you may also revoke your proxy by voting in person at the Annual
Meeting.

How do I vote in person?

   If you are a shareholder of record, you may vote your shares in person at
the Annual Meeting. However, we encourage you to vote by proxy card, even if
you plan to attend the meeting.

How do I vote my shares that are held by my broker?

   If you have shares held by a broker or other nominee, you may instruct your
broker or other nominee to vote your shares by following instructions that the
broker or nominee provides for you. Most brokers offer voting by mail,
telephone, and Internet.

What does it mean if I receive more than one proxy card?

   It means that you hold shares registered in more than one account. To ensure
that all your shares are voted, sign and return each card.

Who will count the votes?

   Representatives of StockTrans, Inc. will tabulate the votes and act as
independent inspectors of election. Carl M. Durham, Jr. will act as the judge
of election at the Annual Meeting.

                                       2
<PAGE>

What constitutes a quorum?

   A majority of the outstanding shares, present in person or represented by
proxy, constitutes a quorum for the Annual Meeting.

How many votes are needed for approval of each item?

   Directors will be elected by a plurality of the votes cast at the Annual
Meeting, meaning the two nominees receiving the most votes will be elected as
directors. Only votes cast for a nominee will be counted, except that the
accompanying proxy will be voted for the two Director nominees unless the proxy
contains instructions to the contrary. Instructions to withhold authority to
vote for one or more of the nominees will result in those nominees receiving
fewer votes. However, such action will not reduce the number of votes otherwise
received by the nominees.

   Approval of the amendment to the Company's Articles of Incorporation
described in Proposal No. 1 below requires an affirmative vote of a majority of
the votes cast by all shareholders entitled to vote thereon.

   For these proposals, abstentions and broker non-votes are not considered
votes cast and will therefore have no effect on the outcome of any of the
matters to be voted upon at the Annual Meeting. (A "broker non-vote" occurs
when a broker submits a proxy that does not indicate a vote for some of the
proposals because the beneficial owners have not instructed the broker on how
to vote on such proposals and the broker does not have discretionary authority
to vote in the absence of instructions.) Any other proposal that may properly
come before the Annual Meeting will be approved if the votes cast for the
proposal exceed those cast against the proposal. Abstentions and broker non-
votes will not be counted either for or against the proposal.

                                 PROPOSAL NO. 1

                    CHANGES TO CLASSIFIED BOARD OF DIRECTORS

   Article Eleven of the Amended and Restated Articles of Incorporation and the
Restated By-Laws provide for a classified Board of Directors. The Board of
Directors currently consists of six members, classified into two classes as
follows: Henry I. Boreen, Prescott Ashe and David Dominik constitute a class
with a term which expires at the 2001 Annual Meeting of Shareholders (the
"Class I Directors"); and Hock E. Tan, Michael A. Krupka and John Howard
constitute a class with a term expiring at the 2002 Annual Meeting of
Shareholders (the "Class II Directors"). The Board is proposing to stagger the
terms of the members of the Board in three classes, with each member serving
three years therein, unless otherwise agreed by the Board of Directors. Upon
approval of this amendment, the members of the Board of Directors will be as
follows: Class I Directors will be Henry I. Boreen, Prescott Ashe and David
Dominik; Class II Directors will be Hock E. Tan (unless he is elected to Class
III at the Annual Meeting, in which event he will resign from Class II),
Michael A. Krupka and John Howard; and the new Class III Directors shall be
elected at the Annual Meeting upon approval of the amendment, and their term
shall expire in 2003.

   The Board of Directors believes that the foregoing proposal, seeking to
amend the Company's Articles of Incorporation to change the current
classification of the Board of Directors (the "Classified Board Amendment")
would promote continuity of membership and stability of management and
policies. Although the Board of Directors is not aware of, and has not
encountered, difficulties in the past with respect to continuity and stability,
the Board of Directors believes the Classified Board Amendment would decrease
the likelihood of such difficulties in the future. Absent the removal or
resignation of directors, two annual elections would be required to replace a
majority of a classified Board of Directors and effect a forced change in the
business and affairs of the Company. The proposed amendment may therefore
discourage an individual or entity from acquiring a significant position in the
stock of the Company with the intention of obtaining immediate control of the
Board of Directors.

                                       3
<PAGE>

   The Classified Board Amendment is intended to encourage persons seeking to
acquire control of the Company to initiate such an acquisition through arms-
length negotiations with the Company's management and Board of Directors. If
adopted, the Classified Board Amendment also could have the effect of
discouraging a third party from making a tender offer or otherwise attempting
to obtain control of the Company, even though such an attempt might be
beneficial to the Company and its shareholders. In addition, if the Classified
Board Amendment could discourage accumulations of large blocks of the Company's
stock and fluctuations in the market price of the Company's stock caused by
such accumulations; as a consequence, shareholders could be deprived of certain
opportunities to sell their shares at temporarily higher prices.

   The Classified Board Amendment would make more difficult, or even
discourage, a proxy contest or the assumption of control of the Company by a
holder of a substantial block of the Company's outstanding shares. The
Classified Board Amendment would also prevent the removal of incumbent
directors and/or the change of control of the Board of Directors and could have
the effect of entrenching incumbent management. At the same time, the
Classified Board Amendment would ensure that the Board of Directors and
management, if confronted by a surprise proposal from a third party who had
acquired a block of the Company's stock, would have time to review the proposal
and appropriate alternatives to the proposal and possibly to attempt to
negotiate a better transaction. The Board of Directors believes the Classified
Board Amendment would reduce the possibility that a third party could effect a
sudden or surprise change in control of the Board of Directors without the
support of the then incumbent Board of Directors.

   The Board of Directors believes that, if a takeover bidder purchased a
significant or controlling interest in the Company, the bidder's ability to
remove the Company's directors and obtain control of the Board, and even remove
the Company's management, would severely curtail the Company's ability to
negotiate effectively with that party. The threat of obtaining control of the
Board of Directors would deprive the Board of the time and information
necessary to evaluate the proposal or transaction, to study alternative
proposals and to help ensure that the best price is obtained in any transaction
involving the Company.

   The Board of Directors is asking shareholders to consider and adopt the
Classified Board Amendment to discourage undesirable forced transactions that
involve an actual or threatened change of control of the Company. The
Classified Board Amendment is designed to make it more difficult and time-
consuming to change majority control of the Board of Directors and thus to
reduce the vulnerability of the Company to an unsolicited takeover proposal,
particularly a proposal that does not contemplate the acquisition of all the
Company's outstanding shares, or an unsolicited proposal for the restructuring
or sale of all or part of the Company. The Board of Directors believes that the
Classified Board Amendment would encourage any person intending to attempt such
a takeover or restructuring to try first to negotiate with the Board and
management of the Company and that the Board and management would therefore be
better able to protect the interests of all shareholders.

   An affirmative vote of a majority of the votes cast by all shareholders
entitled to vote thereon is required to change the current classification of
the Board of Directors. The Board of Directors recommends that you vote FOR
this amendment to the Articles of Incorporation to reclassify the Board of
Directors, as it would serve the best interests of our Company and its
shareholders.

                                 PROPOSAL NO. 2

                             ELECTION OF DIRECTORS

   In the event that Proposal 1 is not approved, no directors will be elected
at the Annual Meeting. In the event Proposal 1 is approved, the Board of
Directors will be divided into three classes with the directors of one class
standing for election each year for a three-year term. The shareholders are
requested to vote for two nominees to serve as directors in Class III whose
terms will expire at the 2003 Annual Meeting of Shareholders.

                                       4
<PAGE>

The two nominees are Hock E. Tan (who, upon election, shall resign from his
current position as a Class II Director) and Nam P. Suh, and each named nominee
has consented to being named in the Proxy Statement as a nominee for election
as director and has agreed to serve his term as director if elected. If any
nominee is unable to stand for election, the Board may, by resolution, provide
for a lesser number of directors or designate a substitute. In the latter
event, shares represented by proxies may be voted for a substitute director.

   A plurality of the votes cast at the Annual Meeting is required to elect
each nominee as a Director. The Board of Directors recommends that you vote FOR
Messrs. Tan and Suh, as such would serve the best interests of our Company and
its shareholders.

Biographical Information

   The following sets forth brief biographical information for each director
and executive officer of Integrated Circuit Systems, Inc. All directors of the
Company hold office their respective terms and until their successors have been
elected and qualified.

   Hock E. Tan began serving as Chief Executive Officer and President after the
recapitalization in May 11, 1999. Mr. Tan joined us in August 1994 and was
appointed as Senior Vice President and Chief Financial Officer in February
1995. In April 1996, Mr. Tan was appointed to the additional post of Chief
Operating Officer. Before joining our company, Mr. Tan was Vice President of
Finance of Commodore International, Ltd. from 1992 to 1994. Mr. Tan has served
as Managing Director of Pacven Investment, Ltd. from 1988 to 1992 and was
Managing Director of Hume Industries (M) Ltd. from 1983 to 1988. His career
also includes senior financial positions with PepsiCo, Inc. and General Motors
Corporation. Mr. Tan holds an M.B.A. from Harvard Business School and an M.S.
in Mechanical Engineering from Massachusetts Institute of Technology. Mr. Tan
currently serves as a member of Class II of the Board of Directors, and his
current term expires at the annual meeting in 2002. Mr. Tan is running for a
position on the Class III Board of Directors that will expire at the annual
meeting in 2003.

   Justine F. Lien was appointed Chief Financial Officer after the
recapitalization on May 11, 1999 and has been with us since 1993. She has held
titles including Director of Finance and Administration and Assistant
Treasurer. Prior to joining us, Ms. Lien was employed by Smith Industries in
various finance capacities. Ms. Lien holds a B.A. degree in Accounting and
Economics from Immaculata College and is a Certified Management Accountant.

   Lewis C. Eggebrecht was appointed Vice President and Chief Scientist in 1998
and possesses over 30 years of experience in the integrated circuit and
personal computer industries. Prior to his employment with us, Mr. Eggebrecht
was Chief Architect for the Multimedia Products Group at Philips Semiconductor
from 1996 to 1998. Mr. Eggebrecht was a senior engineer at S3 in 1996 and was a
Vice President and Chief Scientist at our company from 1994 to 1996. Mr.
Eggebrecht also held senior engineering positions at Commodore International,
Franklin Computer and IBM. Mr. Eggebrecht holds numerous patents and industry
awards and has authored over 25 articles for a variety of technical
publications. Mr. Eggebrecht holds a B.S.E.E. degree from the Michigan
Technological University and has accomplished advanced degree work at the
University of Minnesota.

   Henry I. Boreen has been a director since December 1984. He served as
Interim Chief Executive officer from March 1998 through October 1998. Since
1984, Mr. Boreen has been a principal of HIB International. From 1989 to
January 1998, Mr. Boreen has also served as chairman of AM Communications,
Inc., a manufacturer of telecommunications equipment. Mr. Boreen has over 35
years of experience in the integrated circuits industry and was the founder and
chairman of Solid State Scientific, a semiconductor manufacturer. Mr. Boreen's
currently serves as a member of Class I of the Board of Directors, and his
current term expires at the annual meeting in 2001.

                                       5
<PAGE>

   David Dominik is a co-founder and managing director of Golden Gate Capital,
Inc. He was a managing director of Bain Capital, Inc. from 1990 until March
2000. Previously, Mr. Dominik was a general partner of Zero Stage Capital, a
venture capital firm focused on early-stage companies, and assistant to the
chairman of Genzyme Corporation, a biotechnology firm. From 1982 to 1984, he
worked as a management consultant at Bain & Company. Mr. Dominik also serves as
a director of ChipPAC, Inc., DDi Corp. and OneSource. Mr. Dominik currently
serves as a member of Class I of the Board of Directors, and his current term
expires at the annual meeting in 2001.

   Michael A. Krupka joined Bain Capital in 1991 and has been a Managing
Director since 1997. Prior to joining Bain Capital, Mr. Krupka spent several
years as a management consultant at Bain & Company where he focused on
technology and technology-related companies. In addition, he has served in
several senior operating roles at Bain Capital portfolio companies. Mr. Krupka
currently serves on the board of directors of Sealy Corporation. Mr. Krupka
currently serves as a member of Class II of the Board of Directors, and his
current term expires at the annual meeting in 2002.

   Prescott Ashe is a co-founder and managing director of Golden Gate Capital,
Inc. He was a principal at Bain Capital, Inc. from June 1998 until March 2000.
He was an associate at Bain Capital, Inc. from 1992 until 1998. Prior to that,
he was an analyst at Bain Capital, Inc. and a consultant at Bain & Company. Mr.
Ashe also serves as a director of ChipPAC, Inc., DDi Corp. and SMTC
Corporation. Mr. Ashe currently serves as a member of Class I of the Board of
Directors, and his current term expires at the annual meeting in 2001.

   John D. Howard joined Bear Stearns in March of 1997 to develop and build its
Merchant Banking business. He is a Senior Managing Director of Bear Stearns and
Head of Merchant Banking. Prior to joining Bear Stearns, Mr. Howard founded
Gryphon Capital Partners, a private investment firm. From 1990 to 1996, he was
co-Chief Executive Officer of Vestar Capital Partners, Inc., a private
investment firm specializing in management buyouts. In addition, Mr. Howard was
a Senior Vice President and partner of Wesray Capital Corporation, one of the
foremost private equity sponsors and a pioneer of leveraged buyouts, from 1985
to 1990. Formerly, Mr. Howard was a Vice President in the mergers and
acquisitions group of Bear Stearns. Mr. Howard currently serves as a member of
Class II of the Board of Directors, and his current term expires at the annual
meeting in 2002.

   Nam P. Suh is currently the Head of the Department of Mechanical Engineering
and the Director of the Manufacturing Institute at the Massachusetts Institute
of Technology (MIT). He has been with the MIT faculty since 1970 and during
said time he was the Founding Director of the MIT Laboratory for Manufacturing
and Productivity, Founder and Director of the MIT-Industry Polymer Processing
Program, Head of the Mechanics and Material Division of the Mechanical
Engineering department, and a member of the Engineering Council of MIT. Between
1984 and 1988, he was appointed in charge of engineering at the National
Science Foundation, for which he received the Foundation's Distinguished
Service Award. He has authored over 230 papers, four books, and holds over
forty patents. Dr. Suh holds an S.B and M.B from MIT, and he received a Ph.D.
from Carnegie Mellon University. Dr. Suh, if elected, will serve as a member of
Class III of the Board of Directors, and his term will expire at the annual
meeting in 2003.

Compensation Committee Interlocks and Insider Participation.

   During the last fiscal year, our Board of Directors did not have a
Compensation Committee. Consequently, the entire Board of Directors
participated in deliberations concerning executive officer compensation. Mr.
Tan is a member of the Board of Directors and is our President and Chief
Executive Officer. Mr. Boreen is a member of the Board of Directors and is a
former officer of the Company.

   On May 11, 1999, we entered into a consulting agreement with Henry Boreen, a
board member, for consulting services. The agreement provided for us to pay Mr.
Boreen $350,000 per year in monthly

                                       6
<PAGE>

installments. The consulting agreement was terminated by mutual consent of the
parties in connection with our May 2000 initial public offering, and proceeds
of the initial public offering were used to pay Mr. Boreen a fee of $350,000.

Committees and Meetings of the Board of Directors

   During the year ended July 1, 2000, the Board of Directors met nine times.
Each director attended at least 75% of the aggregate of the total number of
meetings of the Board and committees of the Board on which he served.

   The Board of Directors has an Audit Committee and a Compensation Committee.
The Audit Committee reports to the Board regarding the appointment of our
independent public accountants, the scope and results of our annual audits,
compliance with our accounting and financial policies and management's
procedures and policies relative to the adequacy of our internal accounting
controls. The Audit Committee, which is required to consist of a majority of
directors not otherwise affiliated with ICS, consists of Henry Boreen and John
Howard, and, if elected to the Board of Directors, will also include Dr. Suh.
As the Audit Committee was finalized in September 2000, it did not meet during
the year ended July 1, 2000. The Compensation Committee reviews and makes
recommendations to the Board regarding our compensation policies and all forms
of compensation to be provided to our executive officers. In addition, the
Compensation Committee reviews bonus and stock compensation arrangements for
all of our other employees. The compensation committee, which is required to
consist of at least two non-employee directors (as defined in Rule 16b-3 under
the Exchange Act), consists of John D. Howard and Michael A. Krupka.

                                       7
<PAGE>

                             EXECUTIVE COMPENSATION

   The following table sets forth for the fiscal years ended July 1, 2000, July
3, 1999 and June 27, 1998, the compensation paid by the Company to those
persons who were at any time during the last completed fiscal year, the
Company's chief executive officer, and its next most highly compensated
executive officers whose total annual salary and bonus was in excess of
$100,000 for the last completed fiscal year.

                           SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
                                                     Long Term Compensation
                                                     -----------------------
                                 Annual Compensation         Awards
                                 ------------------- -----------------------
                                                     Restricted  Securities
                                                       Stock     Underlying   All Other
   Name and Principal     Fiscal  Salary     Bonus    Award(s)  Options/SARs Compensation
        Position           Year     ($)     ($)(1)      ($)         (#)         ($)(2)
   ------------------     ------ --------- --------- ---------- ------------ ------------
<S>                       <C>    <C>       <C>       <C>        <C>          <C>
Hock E. Tan(3)..........   2000    262,556   252,000    --          84,710      57,897
Chief Executive Officer,   1999    232,565    70,560    --       1,195,206       5,254
President and Director     1998    209,997   168,000    --             --        5,254

Justine F. Lien(4)......   2000    149,172   112,278    --             --       26,855
Chief Financial Officer    1999    103,931    39,403    --         525,202       5,497
and Vice President         1998     89,803    38,610    --           6,777       5,158

Lewis C. Eggebrecht.....   2000    195,618   105,483    --             --       37,343
Chief Scientist and Vice   1999    180,560    80,490    --         677,680       4,275
President                  1998     78,923    84,857    --         169,420         454
</TABLE>

--------
(1) Includes cash bonuses for services rendered in the applicable fiscal year.
(2) Includes amounts contributed by the Company (i) under the Company's 401(k)
    Plan as follows: Mr. Tan--$6,350 for 2000, $4,750 for 1999, and $4,750 for
    1998; Ms. Lien--$6,522 for 2000, $5,245 for 1999 and $4,931 for 1998; Mr.
    Eggebrecht--$6,897 for 2000, $3,821 for 1999 and $0 for 1998; (ii) for
    premiums for a life insurance policy as follows: Mr. Tan--$504 for 2000,
    $504 for 1999 and $504 for 1998; Ms. Lien--$353 for 2000, $252 for 1999 and
    $227 for 1998; Mr. Eggebrecht $476 for 2000, $454 for 1999 and $454 for
    1998; (iii) for deferred compensation agreements as follows: Mr. Tan--
    $51,043 for 2000, Ms. Lien--$19,980 for 2000; and Mr. Eggebrecht--$29,970
    for 2000.
(3) Mr. Tan was appointed Chief Executive Officer and President at the close of
    the recapitalization on May 11, 1999.
(4) Ms. Lien was appointed Chief Financial Officer and Vice President at the
    close of the recapitalization on May 11, 1999.

                                       8
<PAGE>

     The following table sets forth the option grants during the fiscal year
ended July 1, 2000 for the individuals named in the Summary Compensation Table.

                       OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
                         Individual Grants
                         ------------------
                                                                       Potential Realizable
                                                                         Value at Assumed
                                 % of Total                              Annual Rates of
                                  Options                                  Stock Price
                                 Granted to Exercise Grant               Appreciation for
                                 Employees  Or Base   Date                Option Term(1)
                         Options In Fiscal   Price   Market Expiration ---------------------
     Name                Granted    Year     ($/Sh)  Price     Date     5% ($)     10% ($)
     ----                ------- ---------- -------- ------ ---------- ---------- ----------
<S>                      <C>     <C>        <C>      <C>    <C>        <C>        <C>
Hock E. Tan............. 56,473     4.4%      0.96    0.96   01/25/10      34,170     86,592
                         28,237     2.2%      1.75    0.96   01/25/10         --      20,964

Justine F. Lien.........    --      --         --      --         --          --         --

Lewis C. Eggebrecht.....    --      --         --      --         --          --         --
</TABLE>

     The following table sets forth aggregate option exercises during the
fiscal year ended July 1, 2000 and fiscal year-end option values for the
individuals named in the Summary Compensation Table.

                AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
                       AND FISCAL YEAR END OPTION VALUES

<TABLE>
<CAPTION>
                                                         Number of
                                                   Securities Underlying Value of Unexercised
                                                    Unexercised Options  In-the-Money Options
                                                   At Fiscal Year End(#)    at FY-End ($)
                            Shares                 --------------------- --------------------
                         Acquired on     Value         Exercisable/          Exercisable/
     Name                Exercise (#) Realized ($)     Unexercisable        Unexercisable
     ----                ------------ ------------ --------------------- --------------------
<S>                      <C>          <C>          <C>                   <C>
Hock E. Tan.............   389,534      $364,643      269,253/656,503    4,391,108/10,309,491
Justine F. Lien.........   152,478      $ 15,842      115,498/254,131    1,885,068/4,181,487
Lewis C. Eggebrecht.....   228,717      $ 23,764      152,069/317,664    2,479,138/5,226,865
</TABLE>

Compensation of Directors

   The Company reimburses members of the Board of Directors for any out-of-
pocket expenses incurred by them in connection with services provided in such
capacity. In addition, the Company may compensate independent members of the
board of directors for services provided in such capacity.

Deferred Compensation Arrangements

   As part of the recapitalization, the Company entered into deferred
compensation arrangements with certain members of our senior management team.
The arrangements expire on May 11, 2009, at which time we will pay the
executives the entire deferred compensation amount regardless of their
employment status at our company. If a sale of our company occurs prior to the
expiration of the arrangements, the executives will receive the full benefit
amount at that date. In connection with our May 2000 initial public offering,
the executives received 50% of the benefit under these arrangements, and the
remaining 50% will be paid on the first anniversary of the offering. The amount
of deferred compensation as of July 1, 2000 was $0.3 million.

Section 16(a) Beneficial Ownership Reporting Compliance

   Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
executive officers, directors and greater than 10% shareholders ("Reporting
Persons") to file reports of ownership (on Form 3) and periodic changes in
ownership (on Forms 4 and 5) of Company securities with the Securities and
Exchange Commission. Reporting Persons are required by SEC regulation to
furnish the Company with copies of all Section 16(a) forms they file.

                                       9
<PAGE>

   To the Company's knowledge, based solely on review of the copies of such
reports furnished to the Company and written representations of Reporting
Persons that no other reports were required to be filed, during the fiscal year
ended July 1, 2000, all Section 16(a) filing requirements applicable to the
Reporting Persons were complied with.

              BOARD OF DIRECTORS' REPORT ON EXECUTIVE COMPENSATION

   During the fiscal year ending July 1, 2000, our Board of Directors did not
have a Compensation Committee. Consequently, the entire Board of Directors
participated in deliberations concerning executive officer compensation. The
Board of Directors established the general compensation policies for all
employees and the specific compensation levels regarding salary and bonuses for
certain executive officers and had responsibility for making awards under the
Company's stock option plans. Effective in August 2000, the Board appointed a
Compensation Committee which will henceforth be responsible for the review of,
and recommendation to the Board regarding, our compensation policies and all
forms of compensation to be provided to our executive officers.

   The Company's compensation program includes short and long-term incentives
designed to attract, motivate and retain highly qualified executives who will
effectively manage the Company and maximize shareholder value. The Board
believes that executive officer compensation, including that of the Chief
Executive Officer, should be significantly influenced by Company performance.

   The Company's compensation package for its executive officers consists of
base salary and variable incentive compensation, consisting of two parts: a
short-term cash bonus and long-term stock options. The variable portion of the
compensation package is directly linked to Company performance. In setting
total compensation, individual and Company performance are considered, as well
as compensation survey data and other publicly available data of companies
considered to be peers of the Company in the semiconductor industry.

   For the fiscal year ended July 1, 2000, the Board established a
comprehensive annual salary plan and policy for the Company's senior
executives. The salary plan was based upon industry and peer group data, as
well as the past performance and expected future contributions of the
individual executives. The Board also determined the base salary of the Chief
Executive Officer based upon similar competitive compensation data and the
Committee's assessment of their performance and its expectation as to their
future contributions in leading the Company.

   The Company uses a system of "management by objectives" ("MBOs") to
determine cash bonuses. Under the Company's bonus plan, all employees,
including executive officers, are eligible to receive cash bonuses based upon a
combination of (i) the Company achieving revenue and earnings objectives, (ii)
the employee's business unit achieving its specific business and financial
objectives, and (iii) the employee meeting specified performance objectives.
Each employee has a maximum bonus, expressed in terms as a percentage of base
salary, which is dependent upon his or her position within the Company. For the
fiscal year ending July 1, 2000, the bonus plan provided for maximum bonuses
ranging from 20% to 120% of base salary. The maximum bonus for the Chief
Executive Officer was 120%. This was based on the above objectives, including
financial performance of the Company during the previous fiscal year. Based
upon achievement of the aforementioned criteria bonuses are determined and paid
semi-annually. In addition to the MBO bonuses, discretionary bonuses may be
determined and paid to certain senior managers and sales executives on a
quarterly basis. The Board relied on the above data and its assessment of
individual performance and achievement of business unit and Company results to
objectives, and it exercises subjective judgment and discretion in light of
this information and the Company's compensation policies described above to
determine base salaries and bonuses.

   Beginning in May 1999, Mr. Hock E. Tan began serving as President and Chief
Executive Officer of the Company. On May 11, 1999, the Company entered into an
employment agreement with Hock E. Tan, as CEO

                                       10
<PAGE>


and President with a base salary of $250,000 per year. In addition to his
salary, Mr. Tan is eligible to earn an annual bonus of up to 120% of his base
salary based upon the Company attaining certain performance targets established
annually by the Board. Mr. Tan received a cash bonus $252,000 in fiscal year
2000 based upon the Company meeting the revenue and earnings objectives
established by the Board.

   Stock options are granted to employees, including the Chief Executive
Officer, primarily based upon the employee's ability to impact the Company's
long-term growth and profitability. Options typically vest over four years and
are exercisable at fair market value on the date of grant. Since the value of
an option bears a direct relationship to the Company's stock price it is an
effective incentive for management to create value for shareholders. The Board
therefore views stock options as a critical component of its long-term,
performance-based compensation philosophy. As with the determination of base
salaries and bonuses, the Committee relies on data of companies in the
semiconductor industry, its assessment of individual's, the business unit's and
Company's performance and the stock options grants previously made, and
exercises subjective judgment and discretion after careful consideration of
this information and the Company's general policies. Executive officers may
also participate, along with other Company employees, in the Company's 401(k)
Plan, which includes Company matching contributions which are invested in the
Company's Common Stock.

   To the extent readily determinable and as one of the factors in its
consideration of compensation matters, the Board considers the anticipated tax
treatment to the Company and to the executives of various compensation. Some
types of compensation and their deductibility depend upon the timing of an
executive's vesting or exercise of previously granted rights. Further
interpretations of and changes in the tax laws also affect the deductibility of
compensation. To the extent reasonably practicable and to the extent it is
within the Board's control, the Board intends to limit executive compensation
in ordinary circumstances to that deductible under Section 162(m) of the
Internal Revenue Code of 1986. In doing so, the Board may utilize alternatives
(such as deferring compensation) for qualifying executive compensation for
deductibility.

<TABLE>
       <S>              <C>
       Hock E. Tan      David Dominik
       Henry I. Boreen  Michael A. Krupka
       Prescott Ashe    John Howard
</TABLE>

                                       11
<PAGE>

Stock Performance Chart

   The following Stock Performance Chart compares the Company's cumulative
total shareholder return on its Common Stock for the period from May 23, 2000
(the date the Common Stock commenced trading on the Nasdaq National Market) to
July 1, 2000 (the date the Company's 2000 fiscal year ended), with the
cumulative total return of the Nasdaq Stock Market (U.S.) Index and
Philadelphia Semiconductor Index. The comparison assumes $100 was invested on
May 23, 2000 in the Company's Common Stock and in each of the foregoing indices
and assumes reinvestment of dividends.

                           [STOCK PERFORMANCE CHART]

                            [GRAPH APPEARS HERE]

                                Cumulative Total Return*
                                ----------------------------------------------
                                  5/23/00         5/00             6/00

INTEGRATED CIRCUIT SYSTEMS, INC.   100.00         100.00          142.71
NASDAQ STOCK MARKET (U.S.)         100.00         107.41          126.26
PHILADELPHIA SEMICONDUCTOR         100.00         113.87          120.42

                                       12
<PAGE>

Security Ownership Of Certain Beneficial Owners And Management

   The following table sets forth certain information with respect to the
approximate beneficial ownership of: (i) each class of its equity securities by
each person who is known by the Company to own more than 5% of the Company's
outstanding voting securities and (ii) each class of its equity securities by
each of its directors and executive officers, each nominee for director, and
all of the directors and executive officers as a group, in each case as of July
1, 2000. Unless otherwise noted, to our knowledge, each of the following
shareholders has sole voting and investment power as to the shares shown:

<TABLE>
<CAPTION>
                                                Shares Beneficially owned
                                                ------------------------------
                                                 Number of      Percentage of
      Name and Address                            Shares            Class
      ----------------                          --------------- --------------
<S>                                             <C>             <C>
Principal Shareholders:
Bain Capital Funds(1)..........................      27,285,793          42.5%
 c/o Bain Capital, Inc.
 Two Copley Place
 Boston, Massachusetts 02116

Bear, Stearns & Co. Inc. ......................       9,095,265          14.2%
 245 Park Avenue
 New York, New York 10167

Intel Corporation..............................       6,170,073           9.6%
 2200 Mission College Boulevard
 Santa Clara, CA 95052

Directors and Executive Officers:
Henry I. Boreen................................       4,233,723           6.5%
Hock E. Tan(2).................................         935,686           1.4%
Justine F. Lien(3).............................         267,979             *
Lewis C. Eggebrecht(4).........................         380,790             *
David Dominik(5)...............................       7,220,995          11.2%
Michael A. Krupka(5)...........................       7,220,995          11.2%
Prescott Ashe(6)...............................       7,220,995          11.2%
John D. Howard(7)..............................       9,095,265          14.2%
Nam P. Suh.....................................              --            --
Directors and Executive Officers as a group
 (8 persons)...................................      22,134,438          34.2%
</TABLE>
--------
  * Represents less than 1%.
(1) Includes shares of common stock owned by Bain Capital Fund VI, L.P. ("Fund
    VI"), BCIP Associates II ("BCIP II"), BCIP Trust Associates II ("BCIP Trust
    II"), BCIP Associates II-B ("BCIP II-B"), BCIP Trust Associates II-B ("BCIP
    Trust II-B"), BCIP Associates II-C ("BCIP II-C" and, collectively with BCIP
    II, BCIP Trust II, BCIP Trust II-B and BCIP II-B, the "BCIPs"), and PEP
    Investment PTY Ltd. ("PEP"). The BCIPs, PEP and Fund VI are collectively
    referred to as the "Bain Capital Funds."
(2) Includes 269,253 shares of common stock issuable upon exercise of options.
(3) Includes 115,498 shares of common stock issuable upon exercise of options.
(4) Includes 152,069 shares of common stock issuable upon exercise of options.

                                       13
<PAGE>

(5) Mr. Krupka is a Managing Director of Bain Capital, Inc., which is the
    managing general partner of each of the BCIPs and has voting and investment
    power with respect to the shares owned by PEP. In addition, (i) Messrs.
    Krupka and Dominik (or affiliated entities) are general partners of BCIP
    Trust II, BCIP Trust II-B, BCIP II and/or BCIP II-B, and (ii) Bain
    Investors VI is a general partner of BCIP II-C. Accordingly, each of Mr.
    Krupka and Mr. Dominik may be deemed to beneficially own some or all of the
    shares owned by the Bain Capital Funds. Each of Mr. Krupka and Mr. Dominik
    disclaims beneficial ownership of any such shares.
(6) Mr. Ashe (or an affiliated entity) is a principal of Bain Capital, Inc. and
    is a general partner of BCIP Trust II, BCIP Trust II-B, BCIP II and/or BCIP
    II-B. Accordingly, Mr. Ashe may be deemed to beneficially own some or all
    of the shares owned by BCIP II, BCIP II-B, BCIP Trust and BCIP Trust II-B.
    Mr. Ashe disclaims beneficial ownership of any shares.
(7) Mr. Howard is a Senior Managing Director of Bear, Stearns & Co. Inc.
    Accordingly, Mr. Howard may be deemed to beneficially own some or all of
    the shares owned by The Bear Stearns Companies Inc. Mr. Howard disclaims
    beneficial ownership of any such shares.

                 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Advisory Agreements

   In connection with the recapitalization, we entered into an advisory
agreement with each of Bain Capital and Bear Stearns pursuant to which they
agreed to provide financial advisory and consulting services. In exchange for
such services, Bain Capital and Bear Stearns were entitled to an aggregate
annual shareholder advisory fee of $1.0 million and their out-of-pocket
expenses. During fiscal year 1999, we paid Bain Capital and Bear Stearns and
its affiliates fees of $3.4 million and $4.9 million, respectively. Each
advisory agreement was terminated by mutual consent of the parties in
connection with the Company's initial public offering, and we used some of the
proceeds of the offering to pay Bain Capital and Bear Stearns a fee of $2.0
million and $0.7 million, respectively. Each advisory agreement includes
customary indemnification provisions in favor of each of Bain Capital and Bear
Stearns. During to fiscal 2000, not including the fees paid in connection with
the initial public offering, we paid Bain Capital and Bear Stearns $0.7 million
and $0.2 million, respectively, pursuant to the advisory agreements.

Loans to Executive Officers

   On May 11, 1999, certain members of the management team entered into stock
purchase agreements. In exchange for the purchase of Class A common shares and
Class L common shares, the executives delivered to us a promissory note. The
notes accrue interest at 8% per annum and mature on May 11, 2006. The
executives may prepay the notes at any time, in full or in increments of
$1,000. If the executives receive a bonus from us, the executives have the
obligation to prepay their notes in an amount equal to 50% of the amount of
such bonus, net of the amount of any customary withholding taxes and such
amount paid to us. The total amount outstanding as of July 1, 2000 was $0.3
million, of which $0.2 million was owed by Mr. Tan.

Consulting Agreement

   On May 11, 1999, we entered into a consulting agreement with Henry Boreen, a
board member, for consulting services. The agreement provides for us to pay Mr.
Boreen $350,000 per year in monthly installments. The consulting agreement was
terminated by mutual consent of the parties in connection with our May 2000
initial public offering, and proceeds of the initial public offering were used
to pay Mr. Boreen a fee of $350,000.

Senior Subordinated Notes and Senior Credit Facility

   Sankaty High Yield Asset Partners, L.P., and Brant Point CBO 1999-1 Ltd.,
affiliates of Bain Capital, received a portion of the net proceeds of the
Company's initial public offering from the redemption and repurchase of the
senior subordinated notes. Great Point CLO 1999-1 Ltd., also an affiliate of
Bain Capital, did receive a portion of the net proceeds of the offering from
the repayment of some of our indebtedness under our senior credit facility.

                                       14
<PAGE>

Orders Placed with Affiliate of Major Shareholders

   Investment funds associated with Bain Capital are also shareholders of
ChipPAC, Inc., one of our production vendors. Our orders to ChipPAC totaled
approximately $3.5 million in fiscal 2000 and were on market terms.

                             SHAREHOLDER PROPOSALS

   In order for a nomination for the election of a director or any other
proposal to be presented by any shareholder at the Company's 2001 Annual
Meeting of Shareholders, notice of the nomination or other proposal, together
with the additional information required by the Company's By-laws, must be
delivered by the shareholder to the Secretary of the Company at its principal
executive offices not less than 60 days and not more than 90 days before the
date of the meeting and, in the case of a proposal, the proposal must be an
appropriate subject for shareholder action under applicable law. If the Company
announces the date of the 2001 Annual Meeting of Shareholders less than 70 days
before the meeting, then the notice and other information concerning director
nominations and shareholder proposals shall be required to be delivered by the
shareholder to the Secretary of the Company no later than 10 days following the
Company's announcement of the meeting date. In the event that the Company
receives, within the time frame set forth above, notice of a shareholder
proposal which is not included in the Company's proxy materials for the 2001
Annual Meeting of Shareholders, then so long as the Company includes in its
proxy statement for that meeting advice on the nature of the matter and how the
named proxyholders intend to vote the shares for which they have received
discretionary authority, such proxyholders may exercise discretionary authority
with respect to such proposal, except to the extent limited by the SEC's rules
governing shareholder proposals. In order for a shareholder proposal to be
considered for inclusion in the Company's proxy statement and form of proxy
relating to the 2001 Annual Meeting of Shareholders, the proposal must be
received by the Company at its principal executive offices not later than June
20, 2001.

                              INDEPENDENT AUDITORS

   The firm of PricewaterhouseCoopers LLP has been appointed as the Company's
independent auditors for the fiscal year ending June 30, 2001. Representatives
of PricewaterhouseCoopers LLP are expected to be present at the meeting and
available to respond to appropriate questions.

                                 OTHER MATTERS

   Management knows of no matters other than those listed in the attached
Notice of the Annual Meeting that are likely to be brought before the Annual
Meeting. However, if any other matters should properly come before the Annual
Meeting or any adjournment thereof, the persons named in the enclosed proxy
will vote all proxies given to them in accordance with their best judgment of
such matters.

                                          By Order of the Board of Directors,

                                          /s/ Justine F. Lien

                                          Justine Lien
                                          Chief Financial Officer and
                                           Corporate Secretary

Norristown, Pennsylvania

October 18, 2000

                                       15
<PAGE>

                        INTEGRATED CIRCUIT SYSTEMS, INC.
                                      PROXY
                  Solicited on behalf of the Board of Directors

     The undersigned hereby appoints Hock E. Tan and Justine F. Lien, and each
of them, as proxies with full power of substitution, to vote all shares of
common stock which the undersigned has power to vote at the Annual Meeting of
Shareholders of Integrated Circuit Systems, Inc. to be held at 10:00 a.m. PST on
November 15, 2000, and at any adjournment or postponement thereof, in accordance
with the instructions set forth herein and with the same effect as though the
undersigned were present in person and voting such shares.

     THIS PROXY WILL BE VOTED AS DIRECTED. IF NO DIRECTION IS MADE, IT WILL BE
VOTED FOR ITEMS 1 AND 2, AND IN THE DISCRETION OF THE PROXIES UPON SUCH OTHER
BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENT OR
POSTPONEMENT THEREOF.

     The Directors recommend a vote FOR items 1 and 2.

1.   AMENDMENT OF THE COMPANY'S ARTICLES OF INCORPORATION INCREASING THE NUMBER
     OF CLASSES ON THE BOARD OF DIRECTORS FROM TWO TO THREE:

     [_] FOR       [_] AGAINST         [_] ABSTAIN

2.   ELECTION OF DIRECTORS TO CLASS III FOR A THREE-YEAR TERM: HOCK E. TAN,
     NAM P. SUH

     [_]  FOR all listed nominees

     [_]  WITHHOLD AUTHORITY to vote for all listed nominees

     [_]  LISTED NOMINEES except the following

(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, WRITE
     THE NAME OF SUCH NOMINEE(S) IN THE SPACE PROVIDED BELOW.)

--------------------------------------------------------------------------------
                     (Please date and sign on reverse side)


Note:  If Proposal No. 1 is not approved, no directors will be elected at the
       Annual Meeting.
<PAGE>

(Continued from other side)

PLEASE INDICATE WHETHER YOU WILL ATTEND THE ANNUAL MEETING OF SHAREHOLDERS ON
NOVEMBER 15, 2000.

I [_] plan / [_] do not plan to attend the Annual Meeting.


     PLEASE SIGN EXACTLY AS YOUR NAME APPEARS. JOINT OWNERS SHOULD EACH SIGN.
EXECUTORS, ADMINISTRATORS, TRUSTEES, ETC. SHOULD SO INDICATE WHEN SIGNING. IF
SIGNER IS A CORPORATION, PLEASE SIGN FULL NAME BY DULY AUTHORIZED OFFICER.

                                                 Dated:
                                                       -------------------------


                                                 -------------------------------
                                                 Signature


                                                 -------------------------------
                                                 (Shareholders Sign Here)

                             PLEASE RETURN IN THE ENCLOSED POSTAGE-PAID ENVELOPE


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