CUMBERLAND TECHNOLOGIES, INC.
4311 WEST WATERS AVENUE, SUITE 401
TAMPA, FLORIDA 33614
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO THE SHAREHOLDERS OF CUMBERLAND TECHNOLOGIES, INC.:
NOTICE IS HEREBY GIVEN that the annual meeting of shareholders of CUMBERLAND
TECHNOLOGIES, INC. (the "Company") will be held at the office of Cumberland
Technologies, Inc., 4311 West Waters Avenue, Suite 401, Tampa, Florida 33614 on
September 9, 1999 at 1:00 p.m., Tampa time, for the following purposes:
1. To elect three directors to serve until the next annual meeting of
shareholders and until their successors are elected and have
qualified.
2. To transact such other business as may properly come before the
meeting or any adjournments thereof.
The proxy statement dated August 16, 1999 is attached.
Only record holders of the Company's $.001 par value Common Stock at the
close of business on August 9, 1999 will be eligible to vote at the meeting.
Your attendance at the annual meeting is very much desired. However, if
there is any chance you may not be able to attend the meeting, please execute,
complete, date and return the proxy in the enclosed envelope. If you attend the
meeting, you may revoke the proxy and vote in person.
By Order of the Board of Directors:
By: /s/ CAROL S. BLACK
------------------------------------
Carol S. Black, Secretary
Date: August 16, 1999
A copy of the Annual Report on Form 10-K of Cumberland Technologies, Inc.
for the fiscal year ended December 31, 1998 containing financial statements is
enclosed.
<PAGE>
CUMBERLAND TECHNOLOGIES, INC.
4311 WEST WATERS AVENUE, SUITE 401
TAMPA, FLORIDA 33614
PROXY STATEMENT
FOR ANNUAL MEETING OF SHAREHOLDERS
This statement is furnished for the solicitation by the Board of Directors
of proxies for the annual meeting of shareholders of Cumberland Technologies,
Inc. ("Cumberland," or the "Company") to be held on September 9, 1999, at 1:00
p.m., Tampa time, at the office of Cumberland Technologies, Inc., 4311 West
Waters Avenue, Suite 401, Tampa, Florida 33614. The sending in of a signed proxy
will not affect the shareholder's right to attend the meeting and vote in
person. A signed proxy may be revoked by the sending in of a timely but later
dated, signed proxy. Any shareholder giving a proxy may also revoke it at any
time before it is exercised by giving oral or written notice to Carol S. Black,
Secretary of the Company, at the offices of the Company. Oral notice may be
delivered by telephone call to Ms. Black, at the offices of the Company, at
(813) 885-2112.
Holders of record of the Company's $.001 par value Common Stock at the
close of business on August 9, 1999, will be eligible to vote at the meeting.
The Company's stock transfer books will not be closed. At the close of business
on June 30, 1999, the Company had outstanding a total of 5,444,958 shares of
$.001 par value common stock (excluding a total of 318,112 shares of treasury
stock held by the Company, which are not entitled to vote). Each such share will
be entitled to one vote (non-cumulative) at the meeting.
Other than the matters set forth herein, management is not aware of any
other matters that may come before the meeting. If any other business should
properly come before the meeting, the persons named in the enclosed proxy will
have discretionary authority to vote the shares represented by the effective
proxies and intend to vote them in accordance with their best judgment.
This proxy statement and the attached proxy were first mailed to security
holders on behalf of the Company on or about August 16, 1999. Properly executed
proxies, timely returned, will be voted and, where the person solicited
specifies by means of a ballot a choice with respect to any matter to be acted
upon at the meeting, the shares will be voted as indicated by the shareholder.
If the person solicited does not specify a choice with respect to election of
directors, the shares will be voted "FOR" the nominees identified below for
election as directors. In addition to the solicitation of proxies by the use of
the mails, directors and officers of the Company may solicit proxies on behalf
of Management by telephone, telegram and personal interview. Such persons will
receive no additional compensation for their solicitation activities, and will
be reimbursed only for their actual expenses in connection therewith. The costs
of soliciting proxies will be borne by the Company.
VOTING PROCEDURES AND VOTE REQUIRED
The Secretary of Cumberland, in consultation with the judges of election,
who will be employees of the Company's transfer agent, shall determine the
eligibility of persons present at the Annual Meeting to vote and shall determine
whether the name signed on each proxy card corresponds to the name of a
shareholder of the Company. The Secretary, based on such consultation, shall
also determine whether or not a quorum of the shares of the Company (consisting
of a majority of the votes entitled to be cast at the Annual Meeting) exists at
the Annual Meeting. Both abstentions from voting and broker non-votes will be
counted for the purpose of determining the presence or absence of a quorum for
the transaction of business. If a quorum exists and a vote is taken at the
Annual Meeting, the Secretary of the Company, with the assistance of the judges
of election, shall tabulate (i) the votes cast for or against each proposal and
(ii) the abstentions in respect of each proposal.
Directors will be elected by a plurality of the votes cast by the holders
of shares entitled to vote in the election. Since there are three directorships
to be filled, this means that the three individuals receiving the most votes
will be elected. Abstentions and broker non-votes will therefore not be relevant
to the outcome.
The Company's Directors and Executive Officers beneficially own 72.4% of
the outstanding shares of Cumberland Common Stock (excluding options) and intend
to vote such shares in favor of the nominees named below.
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 the Company,
unless otherwise specified in the proxy. Directors of the Company elected at the
Annual Meeting to be held on September 9, 1999 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 in his stead of such other person as the Board
may recommend.
The individuals listed below as nominees for the Board of Directors were
directors of the Company during 1998. The name and age of each nominee, his
principal occupation, and the period during which such person has served as a
director is set forth below:
Shares of
Cumberland Percent of
Stock Outstanding
Beneficially Shares of
Service Owned at Cumberland
Name of Nominee as Director Age June 30, Stock
1999(1)
- --------------------------------------------------------------------------------
Francis M. Williams since 1991 57 3,639,098 (2) 66.8%
George A. Chandler (4) since 1991 69 2,669 (3) *
Andrew J. Cohen (4) since 1997 45 42,590 (5) *
- ---------------
*Ownership represents less than 1% of outstanding shares of Cumberland
Common Stock.
(1) Except as otherwise noted, the nature of the beneficial ownership for all
shares is sole voting and investment power.
(2) Includes 2,380,194 shares owned by Mr. Francis Williams; 1,061,731 shares
allocated to Mr. Williams based on his 61.6% ownership in Kimmins Corp.
("KC"), 29,346 shares owned by Mr. Williams' wife; 14,777 shares held by
Mr. Williams as trustee for his wife and children and 153,050 held by
various real estate partnerships of which Mr. Williams is 100 percent
owner. Mr. Williams owns 61.6% of the outstanding common stock of Kimmins
Corp. and is its Chairman and Chief Executive Officer.
(3) Includes 2,669 shares owned by Mr. George A. Chandler.
(4) Member of the Audit Committee.
(5) Includes 72,540 shares owned by C&C Properties a partnership in which
Mr. Cohen has a 50% ownership, and 6,320 shares held in trust for Mr.
Cohen's minor children.
<PAGE>
Francis M. Williams has been Chairman of the Board of Cumberland since its
inception and, until June 1992, was President of Cumberland. In addition, Mr.
Williams has been Chairman of the Board and Director of Cumberland Casualty &
Surety Company ("CCS") from inception and President and Chairman of the Board of
KC since its inception in 1979. Prior to November 1988, Mr. Williams was the
Chairman of the Board and Chief Executive Officer of Kimmins Corp. and its
predecessors and sole owner of K Management Corp. from June 1981 until January
1988; Mr. Williams was the Chairman of the Board of Directors of College Venture
Equity Corp., a small business investment company; and since June 1981, he has
been Chairman of the Board, Director, and sole stockholder of Kimmins Coffee
Service, Inc., an office coffee service company. Mr. Williams has also been a
director of the National Association of Demolition Contractors and a member of
the executive committee of the Tampa Bay International Trade Council.
George A. Chandler has been a Director of Cumberland since its
inception. In addition, Mr. Chandler has been a Director of KC since January
1990. Since November 1989, Mr. Chandler has been an independent business
consultant. Mr. Chandler was Chairman of the Board from July 1986 to
November 1989, and President and Chief Executive Officer from October 1985 to
November 1989 of Aqu-Chem, Inc., a manufacturer of packaged boilers and water
treatment equipment. From May 1983 to October 1985, he was President, Chief
Executive Officer, and Director of American Ship Building Co., which is
engaged in the construction, conversion and repair of cargo vessels. Mr.
Chandler was also a Director of The Allen Group, Inc. and DeVlieg Bullard,
Inc.
Andrew J. Cohen was elected as a Director to Cumberland's Board
effective February 24, 1997. Since June of 1972, Mr. Cohen has been
co-President of ABC Fabric of Tampa, Inc. which is now the fourth largest
private retail fabric company in the United States. Mr. Cohen brings both
national marketing and corporate management experience to Cumberland.
INFORMATION ABOUT THE BOARD OF DIRECTORS
AND COMMITTEES OF THE BOARD
Meetings of the Board of Directors. During 1998, there was one meeting of
the Board of Directors.
Director Compensation. During the year ended December 31, 1998, the
Company paid nonofficer Directors an annual fee of $5,000. In addition,
directors are reimbursed for expenses incurred in connection with their services
as a director.
CTI has 400,000 shares of its common stock reserved for issuance for the
exercise of options to be granted under its stock option plan (the "Plan").
Options granted under the Plan, in general, expire no later than ten years from
the date of grant. The directors are eligible to receive stock options at the
discretion of the board.
Audit Committee. The Company's Audit Committee consists of two
non-employee directors: Mr. Chandler and Mr. Cohen. The Audit Committee did not
meet during 1998. The function of the Audit Committee is to review the general
scope of the Company's annual audit and the nature of services to be performed
for the Company in connection therewith, acting as liaison between the Board of
Directors and the independent auditors. The Audit Committee also formulates and
reviews various company policies, including those relating to accounting
practices and internal control systems of the Company. In addition, the Audit
Committee is responsible for reviewing and monitoring the performance by the
Company's independent auditors and for recommending the engagement or discharge
of the Company's independent auditors.
Compensation Advisory Committee. Cumberland does not have a standing
compensation committee of the Board of Directors.
Nominating Committee. Cumberland does not have a standing nominating
committee of the Board of Directors.
<PAGE>
During 1998, no director attended fewer than 75% of the aggregate of the
total number of meetings of the Board of Directors and the total number of
meetings held by all committees of the Board on which he served.
<PAGE>
Notwithstanding anything to the contrary set forth in any of the Company's
filings under the Securities Act of 1933, as amended, or the Securities Exchange
Act of 1934, as amended, that might incorporate other Company 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
There is no formal compensation committee of the Board of Directors or
other committee of the Board performing equivalent functions. Compensation is
determined by Francis M. Williams, Chairman of the Board of the Company under
the direction of the Board of Directors. There is no formal compensation policy
for the Chief Executive Officer of the Company. Compensation of the Chief
Executive Officer, which primarily consists of salary, is based generally on
performance and the Company's resources. Compensation for Mr. Joseph Williams
has been fixed annually each year by the Chairman of the Board. Mr. Joseph
Williams' compensation is not subject to any employment contract.
In general, following initial employment, the granting of stock-based
incentives is considered by the Company to be justified when the Company's
revenues and earnings, coupled with the individual executive's performance,
warrant supplemental compensation in addition to the salary and bonus paid with
respect to a given year. The Board thinks it unlikely that any participants in
the Company's stock plans will, in the foreseeable future, receive in excess of
$1 Million in aggregate compensation (the maximum amount for which an employer
may claim a compensation deduction pursuant to Section 162(m) of the Internal
Revenue Code of 1986, as amended, unless certain performance-related
compensation exemptions are met) during any fiscal year, and has therefore
determined that the Company will not take any affirmative action at this time to
meet the requirements of such exemptions.
By:/s/ Francis M. Williams
---------------------------------
Francis M. Williams,
Chairman of the Board
By:/s/ George A. Chandler
---------------------------------
George A. Chandler, Director
By:/s/ Andrew J. Cohen
---------------------------------
Andrew J. Cohen, Director
<PAGE>
PERFORMANCE GRAPH
Set forth below is a line-graph presentation comparing the cumulative
shareholder return on the Company's Common Stock, on an indexed basis, against
cumulative total returns of the Nasdaq Stock Market and Securities Industrial
Code (SIC Code 6351) in the surety industry. The returns for the peer group were
weighted according to each issuer's market capitalization. The Company's Common
Stock (symbol "CUMB") has been traded in the over-the-counter market since
October 1, 1992. Effective December 16, 1996, Cumberland was approved and
included in the trading on the Nasdaq Small Cap Market. The Performance Graph
shows total return on investment for the period beginning December 31, 1993 and
ending December 31, 1998.
<PAGE>
THE CURRENT COMPOSITION OF THE SURETY INDUSTRY CODE IS AS FOLLOWS:
ACMAT Corp. Cla Frontier Insurance Group Orion Capital Corp.
AMBAC Financial Group MBIA Inc. Penn America Group
Amwest Insurance Group MGIC Investments Corp. PMI Group Inc.
COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN
AMONG CUMBERLAND TECHNOLOGIES, INC.
THE NASDAQ STOCK MARKET (U.S.) INDEX
AND A PEER GROUP
GRAPH
VALUE OF $100 INVESTED ON DECEMBER 31, 1993 AT:
12/93 12/94 12/95 12/96 12/97 12/98
-- -- -- -- -- -- -- -- -- -- -- --
CUMBERLAND $ 100 $ 82 $ 45 $ 436 $ 400 $ 291
PEER GROUP 100 97 139 190 281 238
NASDAQ MARKET 100 98 138 170 208 294
Total return assumes reinvestment of dividends.
<PAGE>
EXECUTIVE COMPENSATION
The following table sets forth the compensation paid or accrued by the
Company to the Company's President and the President of Cumberland Casualty &
Surety Company ("CCS"). No other executive officer received compensation of
$100,000 or more in 1998. The information presented is for the years-ended
December 31, 1998, 1997 and 1996.
SUMMARY COMPENSATION TABLE
Name of Individual and Principal Position
Annual Compensation
Other
Annual
Year Salary Bonus Compensation
-------- ------- ------- -------------
Joseph M. Williams, President and
Treasurer 1998 $ 95,000 $ 30,000 $ -
1997 $ 95,000 $ 30,000 $ -
1996 $ 95,000 $ 37,000 $ -
Edward J. Edenfield IV, President
of CCS 1998 $ 116,73 $ 25,000 $ -
1997 $ 105,00 $ - $ -
Grant of Options. During 1998, no options were granted to Mr. Williams
or Mr. Edenfield. No stock appreciation rights (SARs) have been granted by
the Company.
Options Exercised. The following table sets forth information regarding
the number of options held by the Company's President and President of CCS
including the value of unexercised in-the-money options as of December 31, 1998.
The closing price of the Company's Common Stock on December 31, 1998 used to
calculate such values was $2.75 per share.
AGGREGATED OPTIONS/SAR EARNINGS IN LAST FISCAL YEAR
Value of
Unexercised
In-the-Money
Number of Securities Underlying Options/SARs at
Unexercised Options/SARs at Year End (#) Year-End ($)
------------------------------------------ -------------------
Shares
Acquired
on Value Exercis- Unexer- Exercis- Unexercis-
Exercise Realized able cisable able able
------------------------------------------ -------------------
Joseph M.
Williams 24,000 $ 58,378 100,000 0 $237,500 $ -
Edward J.
Edenfield IV - $ - 12,000 8,000 $ 28,500 $ 19,000
Option Repricing. The Company did not reprice any stock options in
1996, 1997 or 1998 and, to date, has not issued any stock appreciation
rights.
Employment Agreements. The Company has not entered into employment
agreements with any of its executives.
Compensation Advisory Committee Interlocks and Insider Participation.
There is no compensation committee of the Company's Board of Directors or
other committee of the Board performing equivalent functions. The person who
performs the equivalent function is Francis M. Williams, Chairman of the
Board. Francis Williams serves as an executive officer and director of
Kimmins Corp. of which Joseph Williams is also an executive officer.
<PAGE>
CERTAIN RELATIONSHIPS
Surplus Debentures/Term Note. In 1988, Cumberland Casualty & Surety
Company ("CCS") issued a surplus debenture to Kimmins Corp. ("KC") in exchange
for $3,000,000 which bears interest at 10 percent per annum. In 1992, the
debenture due to KC from CCS was assigned to CTI. Interest and principal
payments are subject to approval by the Florida Department of Insurance. On
April 1, 1997, CTI forgave $375,000 of its $3,000,000 surplus debenture due to
CCS. As a result, CCS increased paid-in-capital by $375,000. As of December 31,
1998, no payments could be made under the terms of the debenture.
In 1992, the Company assigned a debenture due to KC from CCS to CTI. CTI
entered into a term note agreement with KC for the outstanding amount of the
debenture, including interest arrearage ($4,291,049) at September 30, 1992 as
part of the spin-off transaction. The term note was pari passi with the other
debts of the Company had a 10 percent interest rate and was due on October 1,
2002. Effective October 1, 1996, CTI issued 1,723,290 shares at $3.00 per share
of its common stock to Kimmins Corp. (f/k/a Kimmins Environmental Service,
Corp.) in exchange for surrender of the Company's term note payable in the
amount of $5,169,870.
CCS writes surety bonds for KC and its affiliates. Revenues attributable
to transactions with KC and its affiliates were $14,907, $1,738 and $2,873 for
the years ended December 31, 1998, 1997 and 1996, respectively. Qualex is a
consulting company which provides claims administration services to the surety
and construction industries. Revenue attributable to services performed for KC
and affiliates by Qualex were $282,193, $310,396 and $338,478 for years ended
December 31, 1998, 1997 and 1996, respectively. CCS and Qualex are wholly owned
subsidiaries of CTI.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's officers and directors, and persons who own more than 10 percent of a
registered class of the Company's equity securities, to file reports of
ownership and changes in ownership with the Securities and Exchange Commission
(SEC). Officers, directors, and greater than 10 percent stockholders are
required by SEC regulation to furnish the Company with copies of all Section
16(a) forms they file. Based solely on the Company's review of the copies of
such forms received by it, or written representations from certain reporting
persons that no Form 5 was required for those persons, the Company believes
that, during the year ended December 31, 1998 all filing requirements applicable
to its officers, directors, and greater than 10 percent beneficial owners were
complied with except Mr. Francis M. Williams on two occasions filed a Form 4
late to report exempt share purchases.
OWNERSHIP OF PRINCIPAL SHAREHOLDERS AND CERTAIN EXECUTIVE OFFICERS
The name and address of each person or entity who owned beneficially 5% or
more of the outstanding shares of Common Stock of Cumberland on June 30, 1999,
together with the number of shares owned and the percentage of outstanding
shares that ownership represents is set forth in the following table. The table
also shows information concerning beneficial ownership by the President of CTI,
the President of CCS, and by all directors and executive officers as a group.
The number of shares beneficially owned is determined under the rules of the
SEC, and the information is not necessarily indicative of beneficial ownership
for any other purpose. Under such rules, beneficial ownership includes any
shares as to which the individual has the sole or shared voting power or
investment power and also any shares which the individual has the right to
acquire within 60 days after the date hereof through the exercise of any stock
option or other right. Unless otherwise indicated, each person has sole
investment and voting powers (or shares such powers with his or her spouse) with
respect to the shares set forth in the following table:
<PAGE>
Number of Percentage of
Shares of Outstanding
Cumberland Stock Shares of
Beneficially Cumberland Stock
Beneficial Owner (1)(2) Owned
Francis M. Williams
c/o Kimmins Corp.
1501 2nd Avenue East
Tampa, Florida 33605 3,639,098(3) 66.8%
Kimmins Corp.
1501 2nd Avenue East
Tampa, Florida 33605 1,723,590 31.6%
Joseph M. Williams 358,783(4) 6.6%
George A. Chandler 2,669(5) *
Andrew J. Cohen 42,590(6) *
Edward J. Edenfield IV 16,000(7) *
All current Directors and Executive 4,059,140 74.5%
Officers as a group(5 persons)
- ------------
* Ownership represents less than 1% of outstanding Cumberland Common Stock.
(1) The address of all Officers and Directors of Cumberland listed above,
unless listed separately, are in care of Cumberland at 4311 West Waters
Ave., Suite 401, Tampa, FL 33614.
(2) Cumberland believes that the persons named in the table have sole voting and
investment power with respect to all shares of common stock beneficially
owned by them, unless otherwise noted.
(3) Includes 2,380,194 shares owned by Mr. Francis Williams; 1,061,731 shares
allocated to Mr. Williams based on his 61.6% ownership in Kimmins Corp.,
29,346 shares owned by Mr. Williams' wife; 14,777 shares held by Mr.
Williams as trustee for his wife and children and 153,050 held by various
real estate partnerships of which Mr. Williams is 100 percent Owner. Mr.
Williams owns 61.6% of the outstanding common stock of Kimmins Corp. and is
its Chairman and Chief Executive Officer.
(4) Includes 32,800 shares owned by Mr. Joseph M. Williams; options to acquire
100,000 shares of Cumberland Common Stock; 219 shares held by the KC 401(k)
Plan and ESOP of which Mr. Williams is fully vested. Also includes 205,764
shares held by KC's 401(k) Plan, Profit Participation Plan and ESOP, options
to acquire 20,000 shares of Cumberland Common Stock held by the ESOP, of
which Mr. Williams is a trustee; Mr. Williams disclaims beneficial ownership
of these shares.
(5) Includes 2,669 shares owned by Mr. George A. Chandler.
(6) Includes 50% of the 72,540 shares owned by C&C Properties a partnership in
which Mr. Cohen has a 50% ownership and 6,320 shares held in trust for Mr.
Cohen's minor children.
(7) Includes options to acquire 16,000 shares of Cumberland Common Stock.
<PAGE>
INDEPENDENT PUBLIC ACCOUNTANTS
The accounting firm of Ernst & Young LLP has served as the independent
certified public accountants of the Company since 1991.
It is anticipated that a representative from the accounting firm of Ernst
& Young LLP will be present at the annual meeting of shareholders to answer
questions and make a statement if the representative desires to do so.
SHAREHOLDER PROPOSALS
Appropriate proposals of shareholders intended to be presented at the
Company's 2000 annual meeting of shareholders must be received by the Company by
April 16, 2000 for inclusion in its proxy statement and form of proxy relating
to that meeting. Appropriate proposals of shareholders intended to be presented
at the Company's 2000 annual meeting without inclusion in the proxy statement
must be received by the Company by July 1, 2000. If the date of the next annual
meeting is advanced or delayed by more than 30 calendar days from the date of
the annual meeting to which this proxy statement relates, the Company shall, in
a timely manner, inform its shareholders of the change, and the date by which
proposals of shareholders must be received.
UPON THE WRITTEN REQUEST OF ANY RECORD OR BENEFICIAL OWNER OF COMMON STOCK
OF THE COMPANY WHOSE PROXY WAS SOLICITED IN CONNECTION WITH THE 1998 ANNUAL
MEETING OF SHAREHOLDERS, THE COMPANY WILL FURNISH SUCH OWNER, WITHOUT CHARGE, A
COPY OF ITS ANNUAL REPORT ON FORM 10-K WITHOUT EXHIBITS FOR ITS FISCAL YEAR
ENDED DECEMBER 31, 1998. REQUEST FOR A COPY OF SUCH ANNUAL REPORT ON FORM 10-K
SHOULD BE ADDRESSED TO CAROL S. BLACK, SECRETARY, CUMBERLAND TECHNOLOGIES, INC.,
4311 WEST WATERS AVENUE, SUITE 401, TAMPA, FLORIDA 33614.
IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY, SHAREHOLDERS 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.
Dated:August 16, 1999 By Order of the Board of Directors
By: /s/ CAROL S. BLACK
--------------------------------------
Carol S. Black, Secretary
