SCHEDULE 14A
(Rule 14a-101)
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:
[X] Preliminary Proxy Statement
[_] Confidential, for Use of Commission Only (as permitted by Rule
14a-6(e)(2))
[_] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to (S)240.14a-11(c) or (S)240.14a-12
Interactive Entertainment Limited
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(Name of Registrant as Specified in Its Charter)
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(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:
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(2) Aggregate number of securities to which transaction applies:
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(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):
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(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.
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[_] 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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(4) Date Filed:
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INTERACTIVE ENTERTAINMENT LIMITED
Cedar House, 41 Cedar Street
Hamilton, HM12, Bermuda
July 30, 2000
To Our Shareholders:
You are cordially invited to attend the 2000 Annual General Meeting of
Shareholders of Interactive Entertainment Limited, a Bermuda exempted company
(the "Company"), which will be held at 10:00 a.m., Eastern Daylight Time, on
August 30, 2000, at 41 Cedar House, Hamilton, HM 12, Bermuda. (the "Annual
General Meeting").
At the Annual General Meeting, Shareholders will vote to: (i) change the
name of the Company to "Creator Capital Limited"; (ii) effect up to a
maximum one for ten reverse stock split, at the Board's discretion; (iii)
increase the Company's authorized share capital to US$10,050,030.00; (iv)
elect six persons to the Board of Directors; (v) re-appoint Buckley Dodds as
the Company's auditor; (vi) receive and consider the report of the directors
to the shareholders and the financial statements of the Company, together
with the auditor's report thereon for the financial year ended December 31,
1999; and (vii) transact such other business as may properly come before the
Annual General Meeting. Further information concerning the meeting and the
nominees for director can be found in the accompanying Notice and Proxy
Statement.
I hope that you can attend the Annual General Meeting and assist the Board of
Directors by voting for the change of Company name; the reverse stock split;
the increase of authorized share capital; the election of directors; and the
ratification of the appointment of the auditors. Whether or not you plan to
attend the Annual General Meeting, please be sure to date, sign and return the
proxy card in the enclosed, postage-paid envelope as promptly as possible so
that your shares may be represented at the meeting and voted in accordance
with your wishes. If you attend the meeting, you may vote in person, even if
you have previously submitted a proxy card.
Sincerely,
Deborah Fortescue-Merrin
Chairman of the Board
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INTERACTIVE ENTERTAINMENT LIMITED
Cedar House, 41 Cedar House
Hamilton HM 12, Bermuda
NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS
TO BE HELD ON August 30, 2000
NOTICE IS HEREBY GIVEN that the Annual General Meeting of the Shareholders
("Annual General Meeting") of INTERACTIVE ENTERTAINMENT LIMITED, a Bermuda
exempted company (the "Company"), will be held at Cedar House, 41 Cedar Street,
Hamilton HM 12, Bermuda, on August 30, 2000, at 10:00 a.m., Eastern Daylight
Time, for the following purposes:
1. To change the name of the Company to "Creator Capital Limited."
2. To approve, at the discretion of the Board, up to a maximum one for ten
reverse stock split of the Company's Common Stock
3. To increase the authorized share capital of the Company to US$10,050,030.00;
4. To elect six persons to the Board of Directors;
5. To re-appoint Buckley Dodds as the Company's auditors;
6. To receive and consider the report of the directors to the shareholders and
the financial statements of the Company together with the auditor's report
thereon for the financial year ended December 31, 1999, and
7. To transact such other business as may properly come before the Annual
General Meeting.
This Notice and Proxy Statement and the enclosed form of proxy are being sent
only to shareholders of record and beneficial owners of whom the Company is
aware as of July 30, 2000. However, all shareholders of record on the date of
the meeting, are entitled to attend and to vote at the Annual General Meeting.
The Company's Form 10-K Annual Report for the year ended December 31, 1999,
including audited financial statements, is included with this mailing of
the Proxy Statement and this Notice.
We hope you will be represented at the Annual General Meeting by signing,
dating and returning the enclosed proxy card in the accompanying envelope as
promptly as possible, whether or not you expect to be present in person. Your
vote is important--, as is the vote of every shareholder--and the Board
appreciates the cooperation of shareholders in directing proxies to vote at the
meeting.
Your proxy may be revoked at any time by following the procedures set forth
in the accompanying Proxy Statement, and the giving of your proxy will not
affect your right to vote in person if you attend the Annual General Meeting.
By Order of the Board of Directors
Deborah Fortescue-Merrin
Chairman of the Board
DATED: July 30, 2000
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INTERACTIVE ENTERTAINMENT LIMITED
Cedar House, 41 Cedar House
Hamilton HM12, Bermuda
PROXY STATEMENT
For the Annual General Meeting of Shareholders
August 30, 2000
This proxy statement is being furnished in connection with the solicitation
of proxies by the Board of Directors (the "Board") of INTERACTIVE ENTERTAINMENT
LIMITED, a Bermuda exempted company ("the Company" or "IEL"), for use at the
Annual General Meeting of the Company to be held at Hamilton, Bermuda, on
August 30, 2000, at 10:00 a.m., Eastern Daylight Time, and at any adjournments
or postponements thereof (the "Annual General Meeting"). Unless the context
otherwise requires, references to the Company include IEL and its subsidiaries.
The proxy is revocable by (i) filing a written revocation with the Secretary of
the Company prior to the voting of such proxy, (ii) giving a later dated proxy,
or (iii) attending the Annual General Meeting and voting in person. Shares
represented by all properly executed proxies received prior to the Annual
General Meeting will be voted at the meeting in the manner specified by the
holders thereof. Proxies that do not contain voting instructions will be voted
(i) FOR the change of the name of the Company; (ii) FOR the Reverse Stock
Split; (iii) FOR the increase in authorized share capital described herein;
(iv) FOR the election of the nominees approved by the Board; (v) FOR the
re-appointment of Buckley Dodds as the Company's auditors; and (vi) if any other
matters properly come before the Annual General Meeting, in accordance with the
best judgment of persons designated as proxies.
The Board has established July 30, 2000, as the date used to determine those
record holders and beneficial owners of Common Stock to whom notice of the
Annual General Meeting will be sent (the "Record Date"). On the Record Date,
there were 50,000,000 shares of common stock, par value US$.01 per share (the
"Common Stock"), outstanding. The holders of the Common Stock are entitled to
one vote for each share of Common Stock held. All matters presented at the
Annual General Meeting require approval by a simple majority of votes cast at
the meeting. However, Proposals 2 and 3 (regarding the Reverse Stock Split and
Authorized Capital increase) are special resolutions requiring the vote of at
least three-quarters of the votes cast at the meeting. The presence, in person
or by proxy, at the Annual General Meeting of at least two shareholders entitled
to vote is necessary to constitute a quorum at the Annual General Meeting. This
Notice, Proxy Statement and enclosed form of proxy are first being mailed on or
about July 30, 2000.
PROPOSAL 1
CHANGE OF CORPORATE NAME
On July 20, 2000, the Board approved as a special resolution, for approval by
the Annual Meeting of Shareholders, a change of the Company's name from
Interactive Entertainment Limited ("IEL"), to Creator Capital Limited ("CCL").
Page 3
It has become very apparent to management, through feedback from Airline
Industry sources, that the current perception of IEL in the marketplace is not
positive and thereby possibly hindering future growth. The past history of IEL,
its image and perception of failure, has become a difficult obstacle to
continually explain and overcome. It has been agreed that a corporate makeover,
including a name change will serve to allow IEL to create a new and different
image in the airline industry marketplace This would erase any lingering
misconceptions and perceptions, which are still hampering the company's
core business.
The proposed name "Creator Capital Limited" is similar to the original name of
IEL before being changed to Sky Games International Ltd., and then Interactive
Entertainment Ltd. Management is of the opinion that this name is more
appropriate in light of the fact that projects outside the scope of the current
core business are being reviewed for possible acquisition. The reference to the
"Creation of Capital" in the name lends itself to a company in pursuit of
businesses and/or technologies, which will, hopefully, provide significant
future revenues to the Company.
MANAGEMENT WHOLEHEARTEDLY RECOMMENDS THE APPROVAL OF PROPOSAL 1 TO CHANGE
THE NAME OF THE COMPANY.
PROPOSAL 2
REVERSE STOCK SPLIT
On July 20, 2000, the Board approved, as a special resolution for approval by
the Annual Meeting of Shareholders, up to a maximum one for ten reverse stock
split of the Company's Common Stock (the "Reverse Stock Split").
The Reverse Stock Split
In the event the Company makes an acquisition, or an additional project of
significance is proposed, management is of the opinion that the necessity may
arise for a reverse stock split. The outstanding number of shares becomes
important to the successful infusion of new capital in order to finance such an
acquisition or project. This necessitates allowing the Board the discretion to
decide the size of the reverse split at the appropriate time, with all the
appropriate information concerning the new acquisition in hand. The board feels
that the authorization of this discretion by the shareholders is in the best
interests of the shareholders. The actual size of the reverse split would
solely depend upon the type of acquisition made, and its funding requirements.
With the addition of another project, the Reverse Stock Split would assist
the Company to increase the marketability and liquidity of the Common Shares.
It would also allow the company to embark upon an investor relations programme
with the goal of relisting the Common Shares on the NASDAQ SmallCap Market. The
minimum share price for listing on the NASDAQ SmallCap Market is US$4.00 per
share.
The Common Stock is listed for trading on the NASD OTC Bulletin Board system
under the symbol IELSF. On June 30, 2000, the reported closing price of the
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Common Stock was US$0.188 per share. With the addition of a new project, the
primary purpose of the Reverse Stock Split would be to seek to attain the
minimum Common share listing share price of US$4.00 per share. The Board
believes that a decrease in the number of shares of Common Stock outstanding,
without any material alteration of the proportionate economic interest in the
Company represented by individual shareholdings, may assist to increase the
trading price of such shares to US$4.00 per share. However, even if the Reverse
Stock Split is consummated, no assurance can be given that the market price of
the Common Stock will rise in proportion to the number of outstanding shares
resulting from any Reverse Stock Split, or that the market price would
not subsequently decline to less than the maintenance listing price of US$1.00
per share.
The Board believes that the current low per share price of the Common Stock
limits the effective marketability of the Common Stock. This is due to the
reluctance of many brokerage, financial and institutional investors, to
recommend lower-priced stocks to their clients or to hold them in their own
portfolios. Certain policies and practices of the securities industry may tend
to discourage individual brokers within those firms from dealing in lower-priced
stocks. Some of those policies and practices involve time-consuming procedures
that make the handling of lower-priced stocks economically unattractive.
The Board also believes that an increased price per share of the Common Stock
may increase the following of the stock among members of the investment
community, including those persons who may have an interest in making new
investments in the Company's common stock. This may improve the Company's
ability to raise capital, particularly from private investors.
The Company's Common Stock was listed on the NASDAQ SmallCap Market, until
March 24, 1999, when the Company was notified by The NASDAQ Stock Market that
its securities would be delisted from the NASDAQ SmallCap Market. The Common
Stock no longer met the minimum US$1.00 per share bid price that is required for
a security to be listed in the NASDAQ SmallCap Market.
During the month of June 2000, the Company's stock traded from a low of US$0.10
per share to a high ofUS$0.25 per share.
Under Bermuda Law, the effect of the Reverse Stock Split would be to turn the
Company's share capital with respect to its Common Stock, currently consisting
of 50,000,000 shares of common stock, par value US$0.01 into up to 5,000,000
shares of common stock, par value US$0.10. Consummation of the Reverse Stock
Split would therefore reduce the number of shares of Common Stock authorized for
issuance from its current 50,000,000 shares to a possible maximum of 5,000,000
shares. However, Proposal 3, described below, would serve to increase the
number of Common Shares available for issuance by the Company to 100,000,000
shares.
If the stockholders at the Annual General Meeting approve the Reverse Stock
Split, the Reverse Stock Split would become effective on a date (the "Effective
Date") selected by the Board, at its discretion. This discretion would be
exercised upon the completion of a new acquisition, which would require a
financing, on or prior to the Company's next Annual General Meeting of
Stockholders.
Page 5
Treatment of Outstanding Shares after a Reverse Stock Split; Reverse Stock Split
Procedures
At the Effective Date, designated at the discretion of the board, each share
of the Common Stock issued and outstanding immediately prior thereto (the "Old
Common Stock"), will be reclassified as and changed into up to a maximum
one-tenth of a share of the Company's Common Stock, par value up to a maximum
of US$.10 per share (the "New Common Stock"). Fractional shares of New Common
Stock will not be issued. Instead, all fractional shares will be canceled, and
the Company will pay all affected shareholders an amount of cash equal to the
last sale price of the shares on the trading day immediately before the
Effective Date, as reported on the NASD OTC Bulletin Board system (or other
market on which the Common Stock is then trading). If the Common Stock does not
trade on such day, the price shall be the average of the bid and ask price for
the Common Stock at such time. Shortly after the Effective Date, the
Company will send transmittal forms to the holders of the Old Common Stock.
These forms will be used to forward certificates formerly representing shares of
Old Common Stock for surrender. These surrendered certificates would then be
exchanged for certificates representing whole shares of New Common Stock and
cash in lieu of any fractional shares.
PLEASE DO NOT SUBMIT ANY CERTIFICATES UNTIL REQUESTED TO DO SO.
Tax Treatment
Consummation of the Reverse Stock Split will not have any significant federal
tax consequences to stockholders. The transaction should be treated as a
reorganization under Section 368(a)(1) of the Internal Revenue Code of 1986, as
amended, and the applicable Treasury Regulations, judicial authority and current
administrative rulings and practices in effect on the date of this Proxy
Statement. However, where the Company purchases fractional shares of
shareholders, the transaction will have federal income tax consequences
associated with the purchase and sale of stock by an issuer.
THE BOARD RECOMMENDS APPROVAL OF PROPOSAL 2 TO APPROVE THE REVERSE STOCK
SPLIT
PROPOSAL 3
INCREASE OF SHARE CAPITAL
On July 20 2000, the Board approved, as a special resolution for approval by the
Annual Meeting of Shareholders, an increase in the share capital of the Company
from US$550,030.00, consisting of 50,000,000 Common Shares of par value US$0.01
each and 5,003,000 shares of preference shares, par value US$0.01 each, to up to
US$10,050,030.00, consisting of 100,000,000 Common Shares of par value US$
0.10 each and 5,003,000 shares of preference shares, par value US$0.01 each.
Page 6
The Increase in Share Capital
The effect of the increase of share capital would be to permit the Company to
issue up to a maximum of an additional 95,000,000 shares of Common Stock par
value US$0.10. Currently, the Company does not have authorized Common Stock for
issuance. The Company has received conversion notices of its Class B Series A
Preference Shares, and Class B Series B Preference Shares to convert 39,944,173
shares of Common Stock, which it has not yet been able to honour. If any
outstanding options were to be exercised, the company also would not be able to
honour those obligations.
The Board believes that it is in the Company's best interest for the
Shareholders to approve this proposal, permitting the Company to issue
additional Common Stock. The Company is currently authorized to issue
50,000,000 shares of Common Stock, all of which shares are already outstanding.
The Company has received conversion notices from holders of its Class B Series A
Preference Shares, and Class B Series B Preference Shares to convert their
preference shares into 39,944,173, (the "Unconverted Preference Shares"), common
shares. These shares cannot be issued, due to the lack of authourized share
capital.
The Board believes that increasing the number of shares of Common Stock would
be desirable as it would make available shares to potential investors in the
Company without the burden and expense of a special meeting of shareholders or
having to wait for the next Annual Meeting of Shareholders. The increase would
also allow issuance of the Unconverted Preference Shares. As the Company
believes that it may need to issue stock in order to raise capital in the coming
year, it believes it is appropriate to increase the share capital of the Company
at this time. At this time, other than the issuance of the Unconverted
Preference Shares, the Company does not have any current plans, agreements or
understandings for stock issuances that would involve the issuance of Common
Stock or Preferred Stock in excess of that authorized. If the increase of share
capital is approved by the stockholders at the Annual General Meeting, the
increase would become effective at the discretion of the Board on a date to be
chosen as previously explained ("the Effective Date").
The increase in share capital would provide the Company with flexibility in
funding future capital needs by making additional Common Stock available. The
issuance of additional Common Stock may adversely affect the market price of the
Common Stock.
The inability of the Company to issue Common Stock upon receipt of conversion
requests for the Company's Preference Shares has placed the Company in violation
of certain provisions of the agreements with holders of the Preference Shares
and could lead to potential litigation. However, conversion of the
Preference Shares into Common Stock increases the number of shares of Common
Stock outstanding, and could adversely affect the market price of the Common
Stock.
The Preference Shares
As of June 30, 2000, 2,237 Class A Preference Shares were outstanding. The
Class A Preference Shares were issued in June, 1997 in exchange for a promissory
note due to B/E Aerospace ("BEA"). The Class A Preference Shares are
Page 7
convertible at any time into a number of shares of Common Stock, determined by
dividing $1,000 per share of Class A Preference Shares by a conversion price
equal to 60% (after August 31, 1999) of the average mean of the closing bid and
ask prices of the Common Stock for the 20 trading days prior to the conversion.
At June 9, 2000, the 2,237 Class A Preference Shares were convertible at
US$0.1396 into 16,035,842 Common shares. The actual number of shares of Common
Stock issuable upon conversion may be higher or lower depending upon the market
price of the Common Stock for the 20 days prior to conversion and is inversely
proportional to the market price of the Company's Common Stock for such period
i.e. if the average share price decreases, the number of shares of Common Stock
issuable increases. In addition BEA has the right to require the Company to
issue additional shares of Common Stock in the event the value of any
conversions and any related resales do not satisfy the original promissory note
to BEA. The Company is negotiating with BEA to amend the conversion terms in
such a manner to reduce the potential dilution to shareholders of Common Stock.
As of June 30, 2000, there were 1,720 Class B Series A Preference Shares
outstanding. The Class B Series A Preference Shares are convertible into a
number of shares of Common Stock determined by dividing the stated value of
US$1,000 per share by the lesser of US$3.2038 (the "Fixed Conversion Price") and
a price (the "Floating Conversion Price") calculated as 85% of the average of
the three lowest closing bid prices for the Common Stock during the thirty
trading days prior to the conversion date. As of March 31, 2000, 600 outstanding
Class B Series A Preference Shares had been submitted for conversion into
22,588,235 shares of Common Stock. The remaining 1,120 outstanding Class B
Series A Preference shares are subject to an agreement between the Company and
two of the holders of the Class B Series A Preference Shares, which provides
that the Floating Conversion Price shall be fixed at US$0.25 per share.
As at March 31, 2000, 1,000 of the remaining 1,120 outstanding Class B Series A
Preference Shares had been submitted for conversion into 4,000,000 shares of
Common Stock. The remaining 120 Preference Shares have not yet been submitte
for conversion.
As of December 31, 1999, there were 262 Class B Series B Preference Shares
outstanding. The Class B Series B Preference Shares were convertible into a
number of shares of Common Stock determined by dividing the stated value of
$1,000 per share by the lesser of US$3.2038 (the "Fixed Conversion Price") and
a price (the "Floating Conversion Price") calculated as 85% of the average of
the three lowest closing bid prices for the Common Stock during the thirty
trading days prior to the conversion date. As of March 31, 2000, the 262
outstanding Class B Series B Preference Shares had been submitted for conversion
into 9,863,529 shares of Common Stock.
If preference shareholders convert preference shares to Common Stock and then
sell their Common Stock, the market price of the Common Stock may decrease due
to the additional shares being available in the market. If preference
shareholders convert preference shares to Common Stock and hold the Common
Stock, it is possible that they could become the majority shareholders of the
Company. The conversion of the preference shares will result in significant
dilution to the interests of other holders of Common Stock.
Although management has no current plans to adopt any anti-takeover measures,
the availability of authorized but unissued shares of Common Stock could have
certain anti-takeover effects, making it more difficult or discourage, to
Page 8
varying degrees and in various circumstances, a merger, tender offer, proxy
contest or acquisition of control of a large block of the Company's Common Stock
without prior approval of the Board.
THE BOARD RECOMMENDS APPROVAL OF PROPOSAL 3 TO APPROVE THE INCREASE IN THE
AUTHORIZED CAPITAL.
PROPOSAL 4
ELECTION OF DIRECTORS
In accordance with the Company's Bye-Laws, six directors are to be elected at
this Annual General Meeting. The Board recommends the election to the Board of
the nominees whose names appear below. Directors of the Company are elected at
each annual general meeting and hold office until the next annual general
meeting or until their successors are nominated and elected. In the absence of
instructions to the contrary, the enclosed proxy will be voted FOR the nominees
listed below.
Pursuant to the ByeLaws of the Company, one director may be appointed by
Harrah's Interactive Investment Company, a Nevada Corporation ("HIIC", and
together with its affiliates, the "HIIC Entities"), pursuant to ByeLaw 54B.
Bye-Law 54B provides that during such time as the HIIC Entities own 10% or more
of the outstanding voting securities, or their equivalents, of the Company, on a
fully-diluted basis, the HIIC Entities will have the ability to appoint a
percentage of directors (rounded to the nearest 10%). This percentage of
directors has the same proportion to the size of the entire Board as the number
of such voting securities held by the HIIC Entities bears to the total number of
such securities, on a fully diluted basis. The HIIC Entities will also be
entitled to such proportionate representation on the Executive, Compensation and
Audit Committees of the Board. On the Record Date, the HIIC Entities owned
approximately 6,886,915 of the outstanding voting securities, or their
equivalents, of the Company. The HIIC Entities have elected not to exercise
their right to appoint member to the Board for the coming year.
With respect to the nominees for the six members of the Board to be elected
by the shareholders of the Company at the Annual General Meeting, the following
sets forth the name of each nominee and, for each, the period during which the
nominee has served as a director, information relating to the nominee's age,
principal occupation and business experience during the past five years, any
other directorships held by the nominee in publicly held companies and certain
other information. Information with respect to the ages of directors is as of
June 30, 2000, and information as to their ownership of shares of Common Stock
as of that date is provided under the caption "Security Ownership By Directors,
Officers and Five Persons (or More) Shareholders."
MR MICHAEL BARTLETT, age 57, is a nominee for director. Mr Bartlett is a
thirty-year veteran of the thumbed entertainment industry. During his career,
Mr. Bartlett has held the following senior positions: President & CEO Expo 86
(Vancouver, Canada), Senior VP Planning & Development, Universal Studios
(Florida), Vice President & General Manager, Canada's Wonderland (Toronto,
Page 9
Canada), President & CEO, Natural Maritime Authority (Norfolk, Virginia), Vice
President, Planning & Development Taft Broadcasting Theme Park Division
(Cincinnati, Ohio). Currently, Mr. Bartlett is the President and CEO of Indico
Technologies and Creative Entertainment Technologies, both publicly traded
companies.
ANTHONY P. CLEMENTS, age 53, has been a director of the Company since March of
Mr. Clements is an investment banker with Yorkton Securities, based in
London, England. From 1994 to March 1998, he was an investment banker with T.
Hoare & Co. Mr. Clements also served as a director of the Company's operating
subsidiary from August 10, 1995 until its amalgamation with the Company on June
17, 1997. Prior to 1994, Mr. Clements was an investment banker for Rickets &
Co., also based in London. Mr. Clements has also managed the North American
portfolio of Postel Investment Management (pension fund managers for both the
Post Office and British Telecom) from 1973 until 1987, and has worked in areas
of corporate finance since 1987.
DEBORAH FORTESCUE-MERRIN, age 44, has been a director of the Company since
September 10, 1999, and she was previously a director of the Company from
October 1995 to October 1997. Mrs. Merrin is Vice-President of J. Perot
Financial Corp., a private investment management firm located in Vancouver,
British Colombia, Canada. Previous to joining J. Perot Financial, Mrs. Merrin
was a securities broker for twelve years, and worked in the area of corporate
finance from 1989-1992, specializing in special situations concerning medical
issues. Mrs. Merrin is the President and a Director of North American Medical
Services Inc. and she is also a director of Creative Entertainment Technologies,
Inc., and Indico Technologies, each publicly traded companies. Mrs Merrin is
also currently the President, and Chairman of IEL.
MR B.J. (JACK) ILES, age 67, is a nominee for director. Mr Iles is a founding
partner of Smythe Ratcliffe, Chartered Accountants (the Western Canadian
Affiliate of Pannell Kerr Forster) exclusively engaged in matters of taxation,
which has been his vocation for forty years. Mr Iles has served with the
Canadian Federal Taxation Authorities and the Comptroller of the Treasury. Mr
Iles limits his practice to international and multi-national commercial
ventures, specializing in maximizing after-tax cash flow and income
retention. He has extensive experience in all areas of tax practice with
special emphasis on planning and structuring for startup enterprises. Mr Iles'
career has spanned three continents, innumerable countries, and tax regimes. A
seminar leader, lecturer, author of papers and articles, Mr Iles is also a
director and former director of several private and not-for-profit companies and
societies.
ANASTASIA KOSTOFF-MANN, age 52, has been a director since September 10, 1999,
and she was previously a director of the Company until September 1996. Ms Mann
has over 28 years experience in the hotel, sales and marketing, and travel
industry. She is the Founder and Chairman of the Corniche Group of Companies,
overseeing all aspects of travel and meeting management for corporate accounts.
She is a lifetime director and former President and Chairman of the
International Travel & Tourism Research Association (TTRA). She currently
serves a commissioner on the California Travel and Tourism Commission where she
also sits on the Executive Committee. Ms Mann is also currently the Vice
President of IEL.
Page 9
STEPHEN ROSENBERG, age 55, has been a director since September 10, 1999. He
has been President of his own investment advisory firm located in Warner Robins,
Georgia, since January of 1989. From December 1985 through December 1988, Mr.
Rosenberg was a broker with Dean Witter Reynolds. He has taught graduate
finance courses for Mercer University in Macon, Georgia, and is the author of a
number of financial books. Mr. Rosenberg has appeared on CNN, CNBC and other
radio and television programs as a financial expert and estate planning
authority. He hosts a weekly radio program and appears on his local CBS
affiliate. Mr. Rosenberg is also a Director of North American Medical Services
Inc., a publicly traded company.
The Company is not aware of any arrangements or understandings between any of
the individuals named above and any other person pursuant to which any of the
individuals named above were selected as a director and/or executive officer.
The Company is not aware of any family relationship among the officers and
directors of the Company or its subsidiaries. The only arrangement with respect
to members of the Board of which the Company is aware is the right of the HIIC
Entities to appoint directors to the Board pursuant to ByeLaw 54B of the
Company's ByeLaws.
OTHER INFORMATION ABOUT THE BOARD AND ITS COMMITTEES
Meetings:
There were four meetings of the Board held during the fiscal year ended
December 31, 1999. Pursuant to the Company's current ByeLaws, the Board
consisted of six directors.
Compensation:
At the December 6, 1996 meeting of the Board, the Board adopted an option
plan covering 500,000 shares of Common Stock for members of the Board (the
"Director Option Plan"). Pursuant to the Director Option Plan, all directors
holding office at December 10th of each year automatically were granted options
for the purchase of 10,000 shares of Common Stock at the trading price on such
day. On October 17, 1997, the Board approved an amendment to the Director Option
Plan changing the grant date to the date of the first meeting of the Board
following the Company's Annual General Meeting of Shareholders. Options granted
pursuant to the Director Option Plan have a ten-year term. On September 11,1999,
each of the then directors of the Company were awarded options for the purchase
of 10,000 shares, at an exercise price of US$0.14 and an expiration date of
September 11, 2009.
Under the Management Incentive Plan, adopted by the Company on June 17, 1997,
the directors were also granted options of 50,000 shares each, at an exercise
price of US$0.50, with an expiration date of September 11, 2009. These specific
options expire 180 days after a director ceases to serve the Company in that
capacity. All of the directors of the Company are re-imbursed for out-of-pocket
expenses. The directors of the Company receive no other compensation.
Page 10
Executive Committee
The Executive Committee of the Board currently consists of
Ms Fortescue-Merrin, Mr Tony Clements, and Mr Stephen Rosenberg. The principal
functions of the Executive Committee are to exercise the power of the Board in
the management of the business and affairs of the Company with certain
exceptions. The executive committee did not hold any meetings during the fiscal
year ended December 31, 1999.
Audit Committee
The Audit Committee of the Board currently consists of Ms Fortescue-Merrin,
Ms Eppie Canning, and Mr Stephen Rosenberg. The principal functions of the
Audit Committee are to make recommendations to the Board regarding; (i) its
independent auditors to be nominated for election by the shareholders; (ii) to
review the independence of such auditors; (iii) to approve the scope of the
annual audit activities of the independent auditors; (iv) to approve the audit
fee payable to the independent auditors; (v) and to review such audit results.
The audit committee did not hold any meetings during the fiscal year ended
December 31, 1999.
Compensation Committee
The Compensation Committee currently consists of Ms Mann, Mr Tony Clements,
and Mr Stephen Rosenberg. The Compensation Committee did not hold any meetings
during the fiscal year ended December 31, 1999. For information on the duties
and actions of the Compensation Committee, see "Report on Compensation."
SECURITY OWNERSHIP BY DIRECTORS, OFFICERS AND
FIVE PERCENT (OR MORE) SHAREHOLDERS
As of June 30, 2000, based on information supplied to the Company, IEL's
directors and executive officers as a group may be deemed to own beneficially
(including shares purchased upon exercise of stock options and warrants,
exercisable within 60 days) 1.35% of the outstanding shares of Common Stock. To
the knowledge of the directors and officers of the Company, the following
directors and officers of the Company and owners of five percent (or more) of
the outstanding Common Stock beneficially own the shares of Common Stock set
forth below.
<TABLE>
<CAPTION>
<S>
<C>
<C> Amount and Nature of
Name Beneficial Ownership Percent of Class(1)
---- -------------------- -------------------
Michael L Bartlett <C> <C>
(director nominee)......... NIL *
Anthony P. Clements(2) ....... 190,000 *
Deborah Fortescue-Merrin(3).... 220,000 *
Jack Iles (director nominee) NIL *
Anastasia Kostoff-Mann(5)...... 110,000 *
Stephen Rosenberg(6)........... 76,500 *
Directors and Officers as a Group
(6 individuals)............... 596,000 1.19%
Harrah's Interactive Investment
Company (9)................... 6,886,915 13.01%
</TABLE>
*Less than 1%
Page 11
(1) Percent of class is determined by dividing the number of shares beneficially
owned by the outstanding number of shares of the Company, and increased by
options and warrants for 2,922,761 shares, which are currently exercisable.
(2) Includes options for 100,000 shares of Common Stock under the 1996 Stock
Program, options for 40,000 shares under the Directors Option Plan, and options
for 50,000 shares granted under the Management Incentive Plan.
(3) Does not include 376,471 shares of Common Stock held by a company which Ms.
Fortescue-Merrin's spouse controls. Does not include 3 Class B Series A
Convertible Preference Shares, which have been donated to a charitable
foundation of which both Mr & Mrs Merrin are directors. Does not include 27
Class B Series A Convertible Preference Shares, which have been donated to a
charitable foundation of which both Mr & Mrs Merrin are directors. Includes
options for 150,000 shares of Common Stock under the 1996 Stock Program, options
for 20,000 shares of Common Stock under the Directors Option Plan, and options
for 50,000 shares granted under the Management Incentive Plan.
(5) Includes options to purchase 50,000 shares of Common Stock under the 1996
Stock Program, 10,000 shares under the Directors Option Plan, and options for
50,000 shares granted under the Management Incentive Plan.
(6) Does not include 38,200 shares held by Mr. Rosenberg's spouse. Includes
options for 10,000 shares under the Directors Option Plan and options for 50,000
shares granted under the Management Incentive Plan.
(7) Harrah's Interactive Investment Company's address is 5100 West Sahara
Avenue, Suite 200, Las Vegas, Nevada, 89146.
EXECUTIVE COMPENSATION
The following table sets forth all compensation for services in all
capacities to the Company for the three most recently completed fiscal years in
respect of each of the individuals who served as the Chief Executive Officer
during the last completed fiscal year and those individuals who were, as of
December 31, 1999, the executive officers of the Company whose individual total
compensation for the most recently completed financial year exceeded $100,000
(collectively, the "Named Executive Officers") including any individual who
would have qualified as a Named Executive Officer but for the fact that
individual was not serving as such an Officer at the end of the most recently
completed financial year:
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
<S>
<C> <C>
Long Term
Annual Compensation Compensation Awards
--------------------------- -----------------------
<C> <C> <C> <C> <C> <C> <C>
Restricted Securities
Fiscal Other Annual Stock Underlying
Name and Principal Year Salary Bonus Compensation Awards Options
Position Ended $ $ $ (#) (#)
- --------------------- -------- ------- ------ ------------ ---------- ----------
Deborah Fortescue-Merrin 12/31/99 NIL NIL NIL NIL 60,000
Chairman and President(1)
Michael Irwin........... 12/31/99 NIL NIL 78,946(1) NIL 166,666
12/31/98 96,596 NIL 54,376 NIL 200,000(2)
Assistant Secretary and 12/31/97 49,193 NIL 70,103 NIL 100,000
Controller
</TABLE>
Page 12
(1) Mr. Irwin was retained as a consultant from August 1995 through June 1997
and became an employee of the Company on July 1, 1997. Severance pay of $45,000
is included for the year ending December 31, 1998. Mr. Irwin was retained from
November 14, 1998 to February 29, 2000 as a consultant and received $9,376 for
the year ending December 31, 1998. Consulting fees of $ 78,946.00 are included
for the year ending December 31, 1999
(2) 1998 option grants under the Management Incentive Plan include options
granted to replace options originally granted during 1997.
OPTION GRANTS IN THE LAST FISCAL YEAR
There were no option grants to employees during the year ending December 31,
1999.
<TABLE>
<CAPTION>
<S>
<C> <C> <C> <C> <C>
No of Securities Percent of Total Exercise Potential Realizable Value
Underlying Options Granted to or Base Expiration At Assumed Annual Rates
<C> Options Granted Directors and Officers Price Date of Stock PriceAppreciation
Name (#) in Fiscal Year ($/sh) for Option Term
5% 10%
John Boushy 10,000(1) xx $0.14000 9-10-09 xx xx
John Boushy 50,000(2) xx $0.50000 9-10-09 xx xx
Eppie Canning 10,000(1) xx $0.14000 9-10-09 xx xx
Eppie Canning 50,000(2) xx $0.50000 9-10-09 xx xx
Tony Clements 10,000(1) xx $0.14000 9-10-09 xx xx
Tony Clements 50,000(2) xx $0.50000 9-10-09 xx xx
Deborah Merrin 10,000(1) xx $0.14000 9-10-09 xx xx
Deborah Merrin 50,000(2) xx $0.14000 9-10-09 xx xx
Anastasia Mann 10,000(1) xx $0.50000 9-10-09 xx xx
Anastasia Mann 50,000(2) xx $0.14000 9-10-09 xx xx
Stephen Rosenberg 10,000(1) xx $0.50000 9-10-09 xx xx
Stephen Rosenberg 50,000(2) xx $0.14000 9-10-09 xx xx
Michael Irwin 166,666(2) 2.5% $0.50000 9-10-09 xx xx
David Morgan 63,333(2) xx $0.50000 9-10-09 xx xx
Dan Harris 75,000(2) xx $0.50000 9-10-09 xx xx
</TABLE>
*Less than 1%
(1) Option granted to each director of the Company pursuant to the Director
Option Plan on September 10, 1999.
(2) Options granted under the Management Incentive Plan
FISCAL YEAR-END OPTION VALUES
No options were exercised by the Named Executive Officers during the fiscal
year ended December 31, 1999. No options listed in this table were in-the-money
at the end of the fiscal year ended December 31, 1999.
<TABLE>
<CAPTION>
<S> <C>
Number of Securities Underlying Unexercised
Options at Fiscal Year End (#)
<C> <C> <C>
Name Exercisable Unexercisable
Deborah Fortescue-Merrin(1) 150,000 NIL
Deborah Fortescue-Merrin(2) 20,000 NIL
Deborah Fortescue-Merrin(3) 50,000 NIL
Michael Irwin(3) 33,334 NIL
Michael Irwin(3) 166,666 NIL
</TABLE>
(1) Options issued pursuant to the 1996 Stock Program.
(2) Options issued pursuant to Director Option Plan.
(3) Options issued pursuant to the Management Incentive Plan.
Page 13
REPORT ON COMPENSATION
Mr Mike Irwin served as Assistant Secretary and Chief Accounting Officer of the
Company in the fiscal year 1999. He was compensated on a consulting basis, and
received US$ 78,946 during 1999. Mr Irwin was also granted an option to
purchase 166,666 shares at US$0.50 per share
The Members of the Board of Directors During The Fiscal Year Ended December 31,
1999.
Charles L. Atwood (resigned)
John M. Boushy
Eppie Canning
Anthony P. Clements
Brian Deeson (did not stand for re-election)
Quinten Dreesmann (resigned)
Deborah Fortescue-Merrin
Laurence S. Geller (resigned)
Phillip Gordon (resigned)
Anastasia Kostoff-Mann
Stephen Rosenberg
Amnon Shiboleth (resigned)
Gordon Stevenson (resigned)
Judy Wormser (resigned)
PERFORMANCE GRAPH
Comparison of Five-Year Cumulative Total Shareholder Return on Common Shares of
the Corporation, and the CRSP Total Return Index for NASDAQ U.S. and Foreign
Stocks based on a $100 Investment assuming reinvestment of Dividends
Raw Data Base 100 for Graph
<TABLE>
<CAPTION>
<S>
-------- ------------------
<C> <C> <C> <C> <C>
IEL NASDAQ IEL NASDAQ
------- ------ ------- ------
12/31/93 4.725 253.873 100 100
12/30/94 5.625 246.250 119 97
12/29/95 2.750 345.863 58 136
12/31/96 3.750 423.427 79 167
12/31/97 2.875 517.841 61 204
12/31/98 0.03125 715.138 1 282
12/31/99 0.03125 _______ 1 ___
</TABLE>
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Redemption Agreement: As of April 30, 1997, pursuant to Redemption
Agreements (the "Redemption Agreements"), the Company issued to recipients
designated by Dr. Rex E. Fortescue, formerly a director of the Company, and
Page 14
Anthony P. Clements, a director of the Company, 175,000 and 333,000 shares of
Common Stock, respectively. These shares were issued as consideration for
Messrs. Fortescue's and Clements' agreement to place into escrow 1,525,000
shares of Common Stock (of which 525,000 are registered in the name of Dr.
Fortescue and 1,000,000 are registered in the name of Mr. Clements, which are
held in an escrow pursuant to a performance earn-out provision, only if such
shares are released from the escrow for any reason whatsoever. Dr. Fortescue is
the father of Deborah Fortescue-Merrin, Chairman of the Board and President of
the Company.
Amalgamations: Pursuant to a Plan and Agreement of Merger and Amalgamation,
dated as of May 13, 1997 (the "Amalgamation Agreement"), the Company's then
wholly-owned subsidiary SGI Holding Corporation Limited, a Bermuda exempted
company ("SGIHC"), amalgamated with and into its 80% owned subsidiary, then
known as Interactive Entertainment Limited, a Bermuda exempted company
("Operating Sub"). The Amalgamation Agreement is between the Company, Operating
Sub, SGIHC and HIIC, the former owner of 20% of the outstanding stock of
Operating Sub. Pursuant to the Amalgamation Agreement,
Operating Sub amalgamated with and into SGIHC and thereafter SGIHC amalgamated
with and into the Company (the "Amalgamations"). As a result of the
Amalgamation of Operating Sub and SGIHC, the outstanding shares of Operating Sub
common stock held by HIIC were converted into 5,879,040 shares of Common Stock.
Pursuant to the Amalgamation Agreement, HIIC and its affiliates were provided,
through certain amendments to the Bye-Laws of the Company, (approved at the
Special General Meeting of Shareholders of the Company held June 16, 1997), with
the right to appoint persons (the "HIIC Appointees") to the Board, and to
specified committees in a number generally proportionate to their share
holdings. Additionally, the HIIC Entities, as shareholders, and the HIIC
Appointees were provided, pursuant to the Amalgamation Agreement, with the
right to approve specified significant corporate actions by the Company for as
long as the ownership of Common Stock by the HIIC Entities is in excess of 20%
(10% in some cases) of the outstanding voting shares computed on a fully-diluted
basis. The total number of shares owned by HIIC is 6,886,915, currently
representing 13.01% of the outstanding common shares.
HIIC License Agreement: On June 17, 1997, in connection with the
Amalgamations, the Company also entered into a Software License Agreement with
HIIC (the "License Agreement"). The License Agreement is a fully-paid,
perpetual world-wide license to the HIIC Entities to use the Company's gaming
technology in non-competitive uses in traditional casino venues which the HIIC
Entities own, operate or manage. The License Agreement includes source codes
for the Company's gaming software, and neither party to the License Agreement
has any obligation to share or provide any improvements or modifications with
the other party.
HIIC Registration and Preemptive Rights: Also on June 17, 1997 and in
connection with the Amalgamations, the Company entered into a Registration and
Preemptive Rights Agreement with HIIC (the "Registration Rights Agreement").
Under the Registration Rights Agreement, the HIIC Entities have two demand
registration rights to cause the Company to register the Common Stock owned by
the HIIC Entities. Each such offering is required to be underwritten on a firm
commitment basis by an underwriter chosen by the Company. Pursuant to the
Registration Rights Agreement, until the earlier of when the HIIC Entities own
less than 5% of the outstanding voting shares of the Company on a fully-diluted
Page 15
basis, the HIIC Entities have customary piggy-back rights to include their
shares of Common Stock inn registered offerings by the Company. Pursuant to the
Registration Rights Agreement, the HIIC Entities have the right to purchase
securities offered by the Company for as long as the HIIC Entities own 20% or
more of the outstanding Common Stock on a fully-diluted basis at the same price
and terms such securities are otherwise being offered. The HIIC Entities also
have the right for as long as the HIIC Entities own 20% or more of the
outstanding voting shares on a fully-diluted basis to participate on a
proportionate basis in any non-pro rata stock repurchases or redemptions
conducted by the Company. Additionally, at any time that the HIIC Entities own
less than 10% of the outstanding voting shares, on a fully-diluted basis, the
Company has the right to cause the HIIC Entities to sell their voting shares
pursuant to a registered sale, and the HIIC Entities have the right to cause the
Company to file a registration statement to sell their voting shares in the
event of any change in or conduct of the business or proposed business of the
Company or any of its subsidiaries or any other action or inaction of the
Company or any of its subsidiaries which would jeopardize the HIIC Entities'
gaming and related licenses or the if Company does not redeem a "Disqualified
Holder" (as defined in and pursuant to the Company's Bye-Laws) of its
securities, in each case at the Company's expense without being subject to the
limitations on demand rights set forth above.
PROPOSAL 5
APPOINTMENT OF AUDITOR
Unless otherwise instructed, the proxies given pursuant to this solicitation
will be voted FOR the appointment of Buckley Dodds as the auditor of the
Company, to hold office for the ensuing year, at a remuneration to be negotiated
by management, and approved by the Board.
EXECUTIVE OFFICERS AND SIGNIFICANT EMPLOYEES
DEBORAH FORTESCUE-MERRIN, a Director of the Company was appointed the
Chairman of the Board and President at the Directors Meeting September 11, 1999
ANASTASIA KOSTOFF-MANN, a Director of the Company was appointed Vice
President June 9, 2000
MICHAEL IRWIN served as Assistant Secretary and Chief Accounting Officer
until his resignation on February 29, 2000.
DAVID MORGAN has over 14 years experience in the information technology (IT)
industry. His expertise ranges from engineering and software development to
project management and leadership roles. Mr Morgan has significant IT
experience from several industries, including Internet startups, entertainment,
hospitality, retail and insurance. For the past several years, Mr Morgan has
focused primarily on the in-flight entertainment business with Interactive
Entertainment Ltd. He has also held senior software development positions at
Harrah's Entertainment Ltd., Promus Hotels and IBM.
Page 16
DAN HARRIS has a wide-ranging career background in the IT industry. Mr
Harris is a seasoned developer with more than nine years experience in software
project management. His roles have included: line, programme and project
management; applications development; consulting; sales and marketing. He has
worked in both Asia and the United States.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Other than as indicated below, no director, officer or beneficial owner of
more than 10% of any class of equity securities has failed to file reports
required by Section 16(b) of the Exchange Act for the Company's fiscal year
ended December 31, 1999.
SOLICITATION OF PROXIES
The cost of soliciting proxies will be borne by the Company. Custodians and
fiduciaries will be supplied with proxy materials to forward to beneficial
owners of stock and normal handling charges will be paid for such forwarding
services.
SHARES SUBJECT TO IRREVOCABLE PROXY
AND AGREEMENT NOT TO VOTE SHARES
3,525,000 shares of Common Stock are subject to an irrevocable proxy and an
agreement not to vote, and will not be voted at the Annual General Meeting or at
any subsequent general meeting of the shareholders of the Company. When the
Company acquired the rights to its in-flight gaming software from SGII on
November 7, 1991, a portion of the consideration was 3,000,000 shares of Common
Stock which, according to then applicable requirements, were placed in escrow,
to be released on the basis of one share for each U.S.$1.78 of net cash flow
generated from the assets over a ten-year period (the "Performance Shares"). An
additional 525,000 shares, which were issued to Dr. Rex E. Fortescue, formerly a
director of Sky Games, are held in the escrow on the same terms and are also
included as Performance Shares. As part of certain agreements to allow the
eventual redemption and cancellation of the 3,525,000 Performance Shares only
when and if such Performance Shares should be released from the escrow, the
holders of the Performance Shares issued an irrevocable proxy to First Tennessee
Bank, and First Tennessee Bank entered into an agreement not to vote the
Performance Shares at any general meeting of shareholders of IEL or otherwise.
The irrevocable proxy and the agreement not to vote the Performance Shares will
terminate upon the cancellation of the Performance Shares. Consequently, the
3,525,000 Performance Shares will not be voted at the Annual General Meeting or
at any subsequent general meeting of the shareholders of the Company.
Page 17
OTHER MATTERS
Management of the Company is not aware of any other matter to come before the
meeting other than as set forth in the notice of meeting. If any other matter
properly comes before the meeting, it is the intention of the persons named in
the enclosed form of proxy to vote the shares represented thereby in accordance
with their best judgment on such matter.
SHAREHOLDER PROPOSALS
Proposals of shareholders to be presented at the 2001 Annual General Meeting
of Shareholders must be received by the Company no later than December 20, 2000
in order to be considered for inclusion in the Company's Proxy Statement and
form of proxy relating to such meeting.
DATED: June 30, 2000.
Page 18
Interactive Entertainment Limited
Proxy for Annual General Meeting of Shareholders on August 30, 2000
This Proxy is Solicited on Behalf of the Board of Directors of Interactive
Entertainment Limited
The undersigned hereby appoints Stephen James or Hiren Patel, or either of
them, with full power of substitution, the undersigned's true and lawful
attorneys and proxies to vote the shares of Common Stock of Interactive
Entertainment Limited which the undersigned is entitled to vote at the Annual
General Meeting of Shareholders to be held at Hamilton, Bermuda August 30, 2000
at 10:00 a.m. Eastern Daylight Time, and all adjournments or postponements
thereof, with all the powers the undersigned would possess if personally
present, as indicated on this card for the proposals described in the Notice and
Proxy Statement for such meeting and in their discretion on such other matter as
May properly come before the meeting or any adjournments or postponements
thereof.
Unless otherwise instructed, this proxy will be voted for the nominees
listed in Proposal 4 and for approval of the matters set forth in Proposals 1,
2, 3 and 5.
Please mark, sign and mail this proxy promptly in the enclosed envelope.
1. Change in name to Creator Capital Limited.:
[_] FOR [_] AGAINST
approval approval
2. Reverse Stock Split:
[_] FOR [_] AGAINST [_] ABSTAIN
approval approval
3. Increase in Capital:
[_] FOR [_] AGAINST [_] ABSTAIN
approval approval
4. Election of Director Nominees: Messrs. Bartlett, Clements, Iles,
Rosenberg and Ms. Fortescue-Merrin and Kostoff-Mann
[_] FOR [_] WITHHELD [_] FOR, except
nominees from nominees vote withheld
from the
following
nominee(s)
____________________________________________
4. FOR the appointment of Ernst & Young LLP as the Company's auditor:
[_] FOR [_] AGAINST [_] ABSTAIN
approval approval
Dated: _____________, 2000
Signature: ______________________
Capacity/Title: _________________
Please sign the exact name of the
shareholder as it appears hereon.
If acting as administrator, trustee or in
0ther representative capacity, please
sign name and title. Please check mark,
sign, date and mail this proxy promptly
in the enclosed
envelope.
C:\AGM 2000 - Proxy Edgar Pre 14A (1).doc
C:\AGM 2000 - Proxy Edgar Pre 14A (1).doc
