<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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:
/_/ Preliminary Proxy Statement
/X/ Definitive Proxy Statement
/_/ Definitive Additional Materials
/_/ Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
Paracelsian, Inc.
________________________________________________________________________________
(Name of Registrant as Specified In Its Charter)
________________________________________________________________________________
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rule 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:
_____________________________________________________________________________
/_/ 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 No. ______________________________________
3) Filing party: ___________________________________________________________
4) Date filed: _____________________________________________________________
<PAGE>
PARACELSIAN, INC
222 Langmuir Laboratories
Cornell Technology Park
Ithaca, New York 14850
Telephone: (607) 257-4224
------------------------------------------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
Tuesday, May 25, 1999
------------------------------------------------------
To the Shareholders:
Notice is hereby given that the Annual Meeting of the Shareholders (the
"Meeting") of Paracelsian, Inc. (the "Corporation") will be held at 10:00 a.m.,
local time, on Tuesday, May 25, 1999, at the Ramada Inn, 2310 North Triphammer
Road, Ithaca, New York,, or at any adjournment thereof, for the following
purposes:
1. To elect two directors to serve a three year term until the Annual
Meeting of Shareholders in the year 2002, or until their successors have been
elected and qualified.
2. To transact such other businesses as may properly come before the
meeting or any adjournment or adjournments thereof.
Only shareholders of record of the common stock of the Corporation at
the close of business on April 12, 1999 are entitled to notice of, and to vote,
at the meeting and any adjournment or adjournments thereof. The Corporation's
stock transfer books will not be closed. At least ten days prior to the Meeting,
a complete list of the shareholders entitled to vote will be available for
inspection by any shareholder, for any purpose germane to the Meeting, during
ordinary business hours, at the Office of the Corporation listed above. Please
fill in, date and sign the enclosed Proxy, which is solicited by the Board of
Directors of the Corporation, and mail it promptly in the enclosed envelope. In
the event you decide to attend the Meeting in person, you may, if you desire,
revoke the Proxy and vote your shares in person.
By order of the Board of Directors,
Bernard M. Landes
President
Dated: April 22, 1999
IMPORTANT
The return of your signed Proxy as promptly as possible will facilitate
arrangements for the Meeting. No postage is required if the Proxy is returned in
the enclosed envelope and mailed in the United States.
<PAGE>
PARACELSIAN, INC
222 Langmuir Laboratories
Cornell Technology Park
Ithaca, New York 14850
Telephone: (607) 257-4224
----------------
PROXY STATEMENT
---------------
ANNUAL MEETING
The Board of Directors (the "Board") of Paracelsian, Inc. (the
"Corporation"), the principal executive offices of which are located at 222
Langmuir Laboratories, Cornell Technology Park, Ithaca, Tomkins County, New York
14850, hereby solicits your appointment of proxy, in the form enclosed with this
statement, for use at the Annual Meeting of Shareholders to be held at 10:00
a.m., local time, on Tuesday, May 25, 1999, at the Ramada Inn, 2310 North
Triphammer Road, Ithaca, New York, or at any adjournment thereof, for the
purposes stated in the accompanying Notice of Annual Meeting of Shareholders.
The Board has fixed the close of business on April 12, 1999, as the record date
for the determination of shareholders entitled to notice of and to vote at the
Annual Meeting. Included with these proxy materials is the Corporation's 1998
Annual Report to Shareholders.
VOTING OF APPOINTMENTS OF PROXY
Shares can be voted at the meeting only if the shareholder is
represented by proxy or present in person. The persons named as proxies in the
enclosed appointment of proxy, who are referred to herein as the Proxy
Committee, are Karen Jackson and Bernard Landes (the "Proxies"), whom the Board
has designated as management Proxies. When appointments of proxy in the enclosed
form are returned, properly executed and in time for the meeting, the shares
represented thereby will be voted at the meeting in accordance with the
directions indicated thereon. If no directions are given, the appointment of
proxy will be voted FOR the two nominees for director in Proposal 1 described
herein. If, at or before the time of the Annual Meeting, any nominee named in
Proposal 1 has become unavailable for any reason, the Proxies will have the
discretion to vote for a substitute nominee. On such other matters as may
properly come before the meeting, the Proxies will be authorized to vote shares
represented by appointments of proxy in accordance with their best judgement.
REVOCATION OF APPOINTMENT OF PROXY
A shareholder giving an appointment of proxy in the accompanying form
may revoke the appointment at any time prior to the actual voting by notifying
the Corporation's Secretary in writing, or by executing another appointment of
proxy bearing a later date and filing it with the Assistant Secretary (Karen
Jackson, Assistant Secretary, 222 Langmuir Laboratories, Cornell Technology,
Ithaca, New York 14850). In addition, if a shareholder attends the meeting in
person, the shareholder may vote his or her shares without returning the
enclosed appointment of proxy. Even if the shareholder has returned the
appointment of proxy, the shareholder may still attend the meeting and, after
notifying the Secretary of his or her preference, vote in person. If the
shareholder votes in person, the returned appointment of proxy will be
disregarded.
EXPENSES OF SOLICITATION
In addition to solicitation by mail, the Corporation's directors,
officers and regular employees may solicit appointments of proxy in person or by
telephone. The Corporation will bear the cost of solicitation. Brokerage houses,
nominees, custodians, and fiduciaries are requested to forward these proxy
soliciting materials to the beneficial owners of the Corporation's stock held of
record by such persons, and the Corporation will reimburse their reasonable
expenses in this regard. The Corporation anticipates mailing this Proxy
Statement on or about April 22, 1999.
<PAGE>
VOTING SECURITIES
At the close of business on March 1, 1999, there were 19,052,291 shares
of common stock, par value $0.01 per share (the "Shares"), issued and
outstanding and entitled to vote at the Annual Meeting. The Corporation is
authorized to issue 35,000,000 shares of common stock and 1,000,000 shares of
preferred stock. The voting rights of the preferred stock are to be set by the
Board at the time such stock is issued. The Board has authorized and issued
three classes of preferred stock but did not authorize any voting rights for the
issued preferred stock. As of the voting record date, there were approximately
5,000 shareholders of the Corporation's common stock.
VOTING PROCEDURE
Each share is entitled to one vote for each matter submitted for a vote
and, in the election of directors, for each director to be elected. In the
election of directors under Proposal 1, the two nominees receiving the highest
number of votes will be elected. Any Shares not voted or proxies marked
"Withhold Authority" will not be counted. In instances where brokers are
prohibited from exercising discretionary authority for beneficial owners who
have not returned proxies (referred to as "broker nonvotes"), those Shares will
also not be included in vote totals and will have no effect on the vote under
Proposal 1.
QUORUM
The Corporation's Bylaws provide that the presence, in person or by
proxy, of the holders of a majority of the Corporation's outstanding Shares,
shall constitute a quorum at the Annual Meeting, and that if there is no quorum
present at the opening of the Meeting, the Annual Meeting may be adjourned from
time to time by the vote of a majority of the Shares voting on the motion to
adjourn.
BENEFICIAL OWNERSHIP OF SECURITIES
To the Corporation's knowledge, as of March 1, 1999, listed below are
the only shareholders of the Corporation that owned more than five percent of
the Shares. The following table sets forth certain information as to these
shareholders:
<TABLE>
<CAPTION>
Shares Percent of
Name of Currently Shares
Shareholder Beneficially Owned Beneficially Owned(2)
- ----------- ------------------ ---------------------
<S> <C> <C>
BioSignia, Inc. 6,025,575 31.63%
100 Europa Drive, Suite 599
Chapel Hill, NC 27514
T. Colin Campbell 6,298,450 (1) 33.06%
100 Europa Drive, Suite 599
Chapel Hill, NC 27514
T. Nelson Campbell 6,324,615 (1) 33.20%
100 Europa Drive, Suite 599
Chapel Hill, NC 27514
Citigroup, Inc. 1,362,000 7.15%
425 Park Avenue
New York, New York 10043
</TABLE>
(1) Dr. Campbell and Mr. Campbell are the principal shareholders of
BioSignia, Inc. (formerly known as Biomar International, Inc.)
and their total shares beneficially owned include the Shares
owned by BioSignia.
-2-
<PAGE>
(2) The calculation of the percentage of class beneficially owned is
based on the 19,052,291 Shares which were issued and outstanding at
March 1, 1999.
The following table shows, as of March 1, 1999 the number of Shares
owned by each director and by all directors and principal officers of the
Corporation as a group. The address of each of the named individuals below is
c/o Paracelsian, Inc., 222 Langmuir Laboratories, Cornell Technology Park,
Ithaca, New York 14850.
<TABLE>
<CAPTION>
Name of Shares Currently Percent of Shares
Beneficial Owner Beneficially Owned(1) Beneficially Owned(2)
- ---------------- --------------------- ---------------------
<S> <C> <C>
Robert A. Buchanan, MD 9,095 *
T. Colin Campbell 6,298,450 33.06%
T. Nelson Campbell 6,324,615 33.20%
James J. Dunseith 18,246 *
Hira Gurtoo 15,290 *
Lianping He 5,846 *
Loren Israelson 4,000 *
Bernard M. Landes 264,328 1.39%
Thomas D. Livingston 214,290 1.12%
All Director and Principal
Officers as a Group (9 persons) 7,128,585 37.42%
</TABLE>
* Denotes beneficial ownership of less than one percent of the
Shares.
(1) To the Corporations's knowledge, each person has sole voting and
investment power over the Shares shown as beneficially owned by such
person, except for the following Shares which the individual indicates
that he or she shares voting and/or investment power: Dr. Colin
Campbell - 6,025,575 Shares; Mr. Nelson Campbell - 6,025,575 Shares;
and directors and principal officers as a group - 6,025,575 Shares. Dr.
Campbell and Mr. Campbell are the principal shareholders of BioSignia
and their total shares beneficially owned include the Shares owned by
BioSignia.
(2) The calculation of the percentage of class beneficially owned is based
on the 19,052,291 Shares which were issued and outstanding at March 1,
1999, plus the number of Shares capable of being issued to that
individual (if any) and to directors and principal officers as a group
within 60 days of the voting record date upon the exercise of stock
options held by each of them (if any) and by the group, respectively.
-3-
<PAGE>
PROPOSAL 1: ELECTION OF DIRECTORS
The Corporation's Bylaws provide that the Board shall be divided into
three classes, each containing as nearly equal a number of directors as
possible, each elected to staggered three-year terms of office and thereafter
directors elected to succeed those directors in each class shall be elected for
a term of office of three years. The Board has set the number of directors at
eight.
The Board has nominated two individuals to be elected as directors at
this Annual Meeting to serve a three year term until the Annual Meeting of
Shareholders in 2002 ("Class I Directors") or until their successors are elected
and qualified. The nominees are current Board members who were appointed to the
Board following BioSignia's investment in the Corporation on January 14, 1998.
The two nominees receiving the highest number of votes will be elected.
In the absence of any contrary specification, the Proxy Committee will
vote for the election of the two nominees listed below as Class I Directors by
casting an equal number of votes for each nominee. If, at or before the meeting
time, any of the nominees listed below has become unavailable for any reason,
the Proxy Committee has the discretion to vote for a substitute nominee.
Management currently has no reason to anticipate that any nominee listed below
will become unavailable.
Listed below are the names of the nominees for election as Class I
Directors, together with their ages at December 31, 1998, and their principal
occupations during the past five years.
<TABLE>
<CAPTION>
Name and Age Principal Occupation Over Last Five Years
------------ -----------------------------------------
<S> <C> <C>
T. Nelson Campbell 34 Chairman, BioSignia, Inc. Chapel Hill, North Carolina since
1996; prior to that, Vice President, Paracelsian, Inc. from
1995 to 1996; prior to that, President, Pacific Liaisons,
Ithaca, NY (until its merger into Paracelsian in 1995) since
1993.
Hira Gurtoo 60 President, Drug Development Division, Paracelsian, Inc.
since February 1999; President, Professional Financial
Advisers, Inc., Amherst, New York since 1992; Cancer
Research Scientist, Roswell Park Cancer Institute, Buffalo,
New York until February 1998.
</TABLE>
The Board of Directors Recommends That The Shareholders Vote For The
Election of Each of The Nominees For Director Listed Above. The Two Nominees
Receiving The Highest Number of Votes Will Be Elected.
Management of the Corporation
Board of Directors
Listed below are the names of the Class II Directors, who were elected
at the 1998 Annual Meeting to serve until the Annual Meeting in 2000, together
with their ages at December 31, 1998, and their principal occupations during the
past five years.
<TABLE>
<CAPTION>
Name and Age Principal Occupation Over Last Five Years
------------ -----------------------------------------
<S> <C> <C>
Lianping He 51 President, Chinese Service Center for Scholarly Exchange,
Inc. and Executive President, New York Service Center
for Chinese Study Fellows, Inc. since 1995; prior to
that, Director, Chinese Education Association for
International Exchange and Vice President, Chinese
Service Center for Scholarly Exchange,
</TABLE>
-4-
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C>
both of Beijing, China since 1993; prior to that, Director,
US-China Exchange and First Secretary, Chinese
Embassy, Washington, D.C.
Robert A. Buchanan, MD 66 Medical Consultant, Dainippon Pharmaceutical U.S.A. Group,
Teaneck, NJ since 1996; Medical Consultant, IBRD-Rostrum Global,
Inc., Irvine, CA from 1994 to 1996; prior to that,
Medical Consultant, Mylan Pharmaceutical Co., Morgantown,
West Virginia from 1992 to 1994.
Thomas D. Livingston 46 President and Co-founder, TLC Management Corp. since 1992;
Chief Financial Officer, BioSignia, Inc. Chapel Hill,
North Carolina since 1997.
</TABLE>
Listed below are the names of the Class III Directors, who were
elected at the 1998 Annual Meeting to serve until the Annual Meeting in 2001,
together with their ages at December 31, 1998, and their principal occupations
during the past five years.
<TABLE>
<CAPTION>
Name and Age Principal Occupation Over Last Five Years
------------ -----------------------------------------
<S> <C> <C>
T. Colin Campbell 64 Jacob Gould Schurman Professor of Nutritional Sciences,
Cornell University, Ithaca. NY; Founder and Director, Pacific
Health Laboratories (Nasdaq Symbol PHLI) since 1995; Founder and
Director, BioSignia, Inc., Chapel Hill, North Carolina.
Bernard M. Landes 49 President, Chief Executive Officer and Chairman of the Board,
Paracelsian since February, 1998; prior to that, Vice
President and General Manager, Alacer Corporation, Foothill
Ranch, CA (manufacturer of dietary supplements) since 1995;
prior to that, Director of Marketing, Health Valley Foods,
Irwindale, CA (manufacturer of natural foods).
Loren Israelsen 43 President, LDI Group (dietary supplement and phytomedicine
consultants) since 1996; also, Executive Director, Utah
Natural Products Alliance since 1992; prior to 1996, private
practice of law.
</TABLE>
Other than Dr. Campbell and Mr. Campbell, who are father and son, no
proposed director or principal officer is related to another director or
officer. Other than Dr. Campbell, no proposed director is a director of any
company with a class of securities registered pursuant to Section 12 of the
Securities Exchange Act of 1934, as amended (the "Exchange Act").
Reports of Beneficial Ownership
Directors and principal officers of the Corporation are required by
federal law to file reports with the Securities Exchange Commission regarding
the amount of and changes in their beneficial ownership of the Shares. To the
Corporation's knowledge, all such required reports have been timely filed except
for director Dunseith, who filed his initial statement of beneficial ownership
late, and directors Israelsen, Buchanan, He, and Gurtoo, who reported their
initial ownership on their annual reports.
-5-
<PAGE>
Board Attendance, Fees and Committees
During the fiscal year ended September 30, 1998 ("Fiscal Year 1998"),
the Board had held four meetings, one requiring personal attendance and three
telephone meetings. All the directors were present for at least seventy-five
percent of these meetings except director He, who attended half of the meetings,
and director Israelsen, who attended one meeting. During Fiscal Year 1998, the
non-employee members of the Board of Directors received $3,000 per meeting
requiring personal attendance and $750 per meeting by telephone. All fees were
paid in Shares. For Fiscal Year 1999, the fees will remain the same. The Board
has only established an Executive Committee to date. The Executive Committee,
between Board meetings and subject to such limitations as may be required by law
or imposed by Board resolution, may exercise all of the Board's authority. The
Executive Committee also performs the functions of a nominating committee. The
Executive Committee's nominating committee functions include, among other
things, recommending annually to the Board the names of persons to be considered
for nomination and election by the Corporation's shareholders and, as necessary,
recommending to the Board the names of persons to be elected to the Board to
fill vacancies as they occur between annual meetings. In identifying prospects
for the Board, the Committee will consider individuals recommended by
shareholders. Names and resumes of nominees should be forwarded to the Corporate
Secretary who will submit them to the Executive Committee for consideration. The
Executive Committee held no meetings during Fiscal Year 1998. The Executive
Committee presently consists of directors Nelson Campbell, Landes, and
Livingston.
Executive Compensation
The cash and cash equivalent compensation paid by the Corporation
during Fiscal Year 1998 to its chief executive officer is as follows:
<TABLE>
<CAPTION>
Annual Compensation Long Term Compensation
------------------- ----------------------
Awards Payouts
--------------- --------------------------
Other Restricted
Annual Stock Option/ LTIP All Other
Name Salary Bonus Compensation Awards SARS Payouts Compensation
and Position Year ($) ($) ($)(1) ($) (#) (#) ($)
- ------------ ---- ------ ----- ------------ ------ ---- ------- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Bernard M. Landes 1998 115,769 -0- -0- -0- 800,000 -0- -0-
President and CEO
</TABLE>
(1) The value of non-cash compensation paid to the chief executive officer of
the Corporation during the fiscal years disclosed did not exceed 10% of his cash
compensation.
The following table contains information with respect to stock options
to purchase shares of the Common Stock granted to the chief executive officer
during Fiscal Year 1998.
Option/SAR Grants in Last Fiscal Year
Individual Grants
<TABLE>
<CAPTION>
Number of Percent of
securities total
underlying Options/SARs
Options/ granted to Exercise or
SARs employees base price Expiration
Name Granted(#) in 1998(%) ($/Share) Date
- ---- --------- --------- -------- -----
<S> <C> <C> <C> <C>
Bernard M. Landes 800,000 100 0.22 1/15/08
</TABLE>
-6-
<PAGE>
The following table contains information with respect to stock options
to purchase shares of the Common Stock held by the chief executive officer
during Fiscal Year 1998.
Aggregated Option Exercises in 1998 and September 30, 1998, Option Values
<TABLE>
<CAPTION>
Number of Unexercised Value of Unexercised
Shares Options In-the-Money Options
Acquired on Value at September 30, 1998 at September 30, 1998(1)
Name Exercise(#) Realized($) Exercisable/Unexercisable Exercisable/Unexercisable
- ---- ----------- ----------- ------------------------- -------------------------
<S> <C> <C> <C> <C>
Bernard M. -0- -0- 100,000 / 700,000 $40,500 / $283,500
Landes
</TABLE>
(1) Value represents the difference between the fair market value and the
exercise price for the unexercised options at September 30, 1998.
Employment Agreement
The Corporation entered into an employment contract with Bernard M.
Landes (the "Officer") to be President and Chief Executive Officer of the
Corporation as of January 15, 1998 (the "Agreement"). The initial employment
term under the Agreement is for one year. On each anniversary of the effective
date of the Agreement, the term of the Agreement shall automatically be extended
for an additional one year period beyond the then effective expiration date
unless written notice from the Corporation or the Officer is received 90 days
prior to the anniversary date advising the other that the Agreement shall not be
further extended. In addition, the Officer has the option to terminate the
Agreement upon sixty days' written notice to the Corporation. Under the
Agreement, the Officer receives an annual cash salary, with annual adjustments
and discretionary bonuses as determined by the Board. The Officer's compensation
pursuant to the Agreement for 1998 is $175,000 and he is eligible for a bonus of
up to $50,000. The Officer was also granted 100,000 shares of the Common Stock
and granted options to acquire an additional 800,000 shares provided certain
performance criteria are satisfied. Under the Agreement, the Officer is entitled
to all fringe benefits which are generally provided by the Corporation for its
employees.
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
The Corporation's independent certified public accountant for the year
ended September 30, 1998, was KPMG LLP ("KPMG"), which has also been retained as
the Corporation's independent certified public accountant for the year ending
September 30, 1999. The Board selects the independent certified public
accountant. Representatives of KPMG will be present at the Annual Meeting with
the opportunity to make a statement if they desire, and will be available to
respond to appropriate questions.
The Corporation will provide without charge a copy of the Corporation's
securities registration report on Form 10-KSB, including the financial
statements and schedules, upon written request to Bernard Landes, President, 222
Langmuir Laboratories, Cornell Technology Park, Ithaca, New York 14850. The
Corporation will furnish any exhibit to the Form 10-KSB upon payment of the cost
of copying the exhibit.
DATE FOR RECEIPT OF SHAREHOLDER PROPOSALS
For shareholder proposals to be considered for inclusion in the proxy
materials for the Corporation's next Annual Meeting, any such proposals must be
received at the Corporation's principal office (currently 222 Langmuir
Laboratories, Cornell Technology Park, Ithaca, New York 14850) not later than
November 24, 1999. The Board will review any shareholder proposal received by
this date and will determine whether any such proposal should be included in its
proxy solicitation materials. Proposals so presented may be excluded from the
proxy solicitation
-7-
<PAGE>
materials if they fail to meet certain criteria established under the Exchange
Act or related regulations. Shareholders are urged to submit any proposal by
certified mail, return receipt requested.
Proposals may be submitted after November 24, 1999, but they will not
be considered for inclusion in the proxy materials for the annual meeting in
2000. If proposals are submitted by March 24, 2000, the management proxies could
have discretionary authority to vote on those proposals at the 2000 annual
meeting. If you plan to submit a proposal after November 24, 1999, please
consult Securities Exchange Act rule 14a-4(c) for the requirements for such
proposals and the procedures the Corporation will follow in handling them.
OTHER MATTERS
Management knows of no other matters which will be brought before this
meeting, but if any such matter is properly presented at the meeting or any
adjournment thereof, the persons named in the enclosed form of appointment of
proxy will vote in accordance with their best judgement.
By order of the Board of Directors.
Bernard M. Landes
President
-8-
<PAGE>
PARACELSIAN, INC
222 Langmuir Laboratories, Cornell Technology Park
Ithaca, New York 14850
APPOINTMENT OF PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS FOR THE
ANNUAL MEETING TO BE HELD MAY 25, 1999
The undersigned shareholder of Paracelsian, Inc. (the "Corporation"),
hereby constitutes and appoints Karen Jackson and Bernard Landes, or either of
them (the "Proxies"), proxies with full power of substitution to act and vote
all shares of common stock of the undersigned at the Annual Meeting of
Shareholders of the Corporation to be held at 10:00 a.m., local time, on
Tuesday, May 25, 1999, at the Ramada Inn, 2310 North Triphammer Road, Ithaca,
New York, or at any adjournment thereof, in the election of directors and upon
the proposals set forth herein and described in the Proxy Statement, and in
their discretion with respect to such other matters that may properly be brought
before the meeting or any adjournment thereof, hereby revoking any proxies
heretofore given.
This appointment of proxy when properly executed will be voted in the
manner directed herein. The Board of Directors recommends a vote "FOR" the
election of the director nominees specified herein.
(Continued and to be signed on reverse side)
<PAGE>
_____
| | Please mark your
| X | votes as in this
|_____| example.
FOR WITHHOLD
both nominees listed authority to vote
below (except as marked for all nine nominees
to the contrary below). listed below.
1. Election of _____ _____
Directors: | | | |
[Instruction: | | | |
To withhold authority |_____| |_____|
to vote for any
nominee(s), strike a
line through the
nominee's name(s) in
the list below.]
Class I Directors - Three Year Term
Expiring in 2002:
T. Nelson Campbell
Hira Gurtoo
FOR AGAINST ABSTAIN
2. In their discretion, upon any other business as _____ _____ _____
may properly come before the meeting or any | | | | | |
adjournment thereof. | | | | | |
|_____| |_____| |_____|
The Shares Represented by this Appointment of Proxy Will Be Voted as Directed
Above. In the Absence of Any Direction, the Proxies Will Vote the Shares
Represented by this Appointment for All of the Nominees for Director Named in
Proposal 1 And, Should Other Matters Properly Come Before the Meeting, in
Accordance with the Best Judgement of the Proxies. This Appointment of Proxy May
Be Revoked by the Shareholder at Any Time Before it Is Exercised by Filing a
Later Dated Appointment with the Corporation's Secretary or by Attending the
Meeting and Announcing an Intent to Vote in Person.
IMPORTANT: To Ensure That a Quorum Is Present at the Meeting, PLEASE MARK, SIGN,
DATE AND PROMPTLY RETURN this Proxy Card in the Enclosed Envelope Whether or Not
You Plan to Attend. No Postage Is Required If Mailed in the United States.
DATE
- -------------------------------------- -----------------, 1999
SIGNATURE OF SHAREHOLDER
DATE
- -------------------------------------- -----------------, 1999
SIGNATURE OF SHAREHOLDER
NOTE: Please sign appointment of proxy as name appears. Joint owners should
each sign personally. Trustees and others signing in a representative
capacity should indicate the capacity in which they sign.
