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
[ ]Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2)
[X]Definitive Proxy Statement
[ ]Definitive Additional Materials
[ ]Soliciting Material Pursuant to 240.14a-11(c) or 240.14a-12
NYER MEDICAL GROUP, INC.
(Name of Registrant as Specified in its Charter)
N/A
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X]No fee required.
[ ]Fee computed on table below per Exchange Act Rules 14a-6(i)(4) 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 of which the filing fee is
calculated and state how it was determined):
..........................................................................
4)Proposed maximum aggregate value of transaction:
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5)Total fee paid:
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[ ]Fee paid previously with preliminary materials.
[ ]Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
1)Amount Previously Paid:
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2)Form, Schedule or Registration Statement No.:
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3)Filing Party:
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4)Date Filed:
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NYER MEDICAL GROUP, INC.
PROXY STATEMENT
The enclosed proxy is solicited by Samuel Nyer and Karen L. Wright on
behalf of the Board of Directors (the "Board") of Nyer Medical Group, Inc. (the
"Company") for use at the annual meeting of shareholders on October 25, 1999 at
9:00 a.m. to be held at the Company's corporate office located at 1292 Hammond
Street, Bangor, Maine, 04401. Such solicitation is being made by mail, and the
Company may also use its officers to solicit proxies from shareholders either in
person or by telephone or letter without extra compensation. The Company will
pay all expenses of this solicitation. A proxy may be revoked by delivering
a written notice of revocation to the principal office of the Company or in
person at the meeting at any time prior to the voting thereof. If a shareholder
wishes to give a proxy to someone other than management, he or she may cross out
the names appearing on the enclosed proxy form, insert the name of some other
person, sign and give the form to that person for use at the meeting.
Only shareholders of record at the close of business on September 23, 1999
(the "Record Date") are entitled to notice of, and to vote at, the meeting. Each
share of common stock outstanding on the record date is entitled to one vote on
all proposals. Nyle International Corp. ("Nyle") is the holder of all of the
Company's Class A preferred stock which shares are entitled to 2,000,000 votes.
Additionally, Mr. Samuel Nyer, the Company's president who also controls Nyle,
owns all of the shares of Class B Preferred Stock, which shares are also
entitled to 2,000,000 votes. As of the close of business on September 23, 1999,
3,407,093 shares of common stock of the Company were outstanding which means
that a total of 7,407,093 votes are eligible to be cast at the meeting. Mr.
Nyer controls 65.5% of these votes which means he controls the outcome of all
issues presented to the Company's shareholders herein.
All proposals require a vote of the majority of the shareholders present in
person or by proxy except for the election of directors who shall be elected by
a plurality of such votes. Proxies which abstain on one or more proposals and
"broker non-votes" will be deemed present for quorum purposes for all proposals
to be voted on at the meeting. Broker non-votes occur where a broker holding
stock in street name votes the shares on some matters but not others. The
missing votes are broker non-votes. Client directed abstentions are not broker
non-votes. Abstentions and broker non-votes are counted in tabulations of the
votes cast on proposals presented to the shareholders. Shareholders whose
shares are in street name and do not return a proxy are not counted for any
purpose and are neither an abstention nor a broker non-vote. Shareholders who
sign, date and return a proxy but do not indicate how their shares are to be
voted are giving management full authority to vote their shares as they deem
best for the Company.
This proxy statement and the accompanying proxy are first being mailed to
shareholders on or about October 6, 1999.
<PAGE>
Voting Securities and Principal Holders Thereof
The following table sets forth the number of shares of the Company's voting
stock beneficially owned as of September 23, 1999 by (i) owners of more than 5%
of the Company's voting stock, (ii) each director of the Company, and (iii) all
executive officers and directors of the Company as a group:
Amount and
Nature of
Class Name and Address of Beneficial Percent of
Beneficial Ownership Ownership 1,2 Voting Power
Common Stock, Samuel Nyer 4,848,000 1,2,3 65.5%
Class A 1292 Hammond Street
Preferred Bangor, Maine 04401
Stock, and
Class B
Preferred Stock
Common Stock Nyle International Corp 2,710,000 1 36.6%
and Class A 72 Center Street
Preferred Brewer, Maine 04412
Stock
Common Stock William J. Clifford, Jr. 22,100 4 *
1292 Hammond Street
Bangor, Maine 04401
Common Stock Karen L. Wright 16,100 5 *
1292 Hammond Street
Bangor, Maine 04401
Common Stock Doyle W. Boatwright 10,000 6 *
6829 N. 12th Street
Suite 207
Phoenix, AZ 85014
Common Stock David Dumouchel 14,000 7 *
264 R. Washington St
Wellesley Hill, MA 02181
Common Stock Stanley Dudrick, M.D. 10,000 6 *
c/o St. Mary's Hospital
56 Franklin Street
Waterbury, CT 06706
Common Stock Donald C. Lewis, Jr. 17,000 8 *
c/o Nyle International Corp
72 Center Street
Brewer, Maine 04412
Common Stock Kenneth L. Nyer, M.D. 24,900 9 *
1933 Williamsbridge Rd.
Bronx, NY 10461
All directors and executive officers
of the Company as a group (18 persons) 4,961,200 1,2,3,4,
5,7,8,9 65.5%
* Less than 1% of class
<PAGE>
2 Beneficial ownership has been determined in accordance with Rule 13d-3 under
the Securities Exchange Act of 1934 and includes any options which vest within
60 days of the Record Date, i.e., November 22, 1999. Unless otherwise noted,
the Company believes that all persons named in the table have sole voting and
investment power with respect to all shares of common stock beneficially owned
by them.
3 Includes shares owned by Nyle International Corp. ("Nyle") since Mr. Samuel
Nyer is chairman of that corporation. Also includes 62,000 shares of Common
Stock underlying options granted to Mr. Nyer pursuant to the 1993 Stock Option
Plan (the "Plan").
4 Includes 22,000 shares of Common Stock underlying vested stock options granted
pursuant to the Plan.
5 Includes 16,000 shares of Common Stock underlying vested options granted
pursuant to the Plan.
6 Consists of 10,000 shares of Common Stock underlying vested options granted
pursuant to the Plan.
7 Consists of 14,000 shares of Common Stock underlying vested options granted
pursuant to the Plan.
8 Consists of 17,000 shares of Common Stock underlying vested stock options
granted pursuant to the Plan.
9 Consists of 24,000 shares of Common Stock underlying vested stock options
granted pursuant to the Plan.
Board Meetings and Committees
The Board held one meeting and also took action once by unanimous consent
during the fiscal year ended December 31, 1998. The Board has established an
executive committee consisting of Messrs. Samuel Nyer, William J. Clifford, Jr.
and Donald C. Lewis, Jr. and an audit committee consisting of Dr.Dudrick and
Ms. Wright, which met once during fiscal 1998.
<PAGE>
CURRENT BOARD OF DIRECTORS
Name Age Position
with Company Since Term Ending
Samuel Nyer 74 Chairman of the Board, 1991 3 Years 1999
President and Secretary
William J. Clifford, Jr. 49 Vice President of Sales
and Director 1991 3 years 1999
Karen L. Wright 37 Vice President of 1997 3 years 1999
Finance, Assistant Secretary
and Director
Doyle W. Boatwright 62 Director 1996 3 years 2001
David P. Dumouchel 38 Director 1996 3 years 2001
Stanley Dudrick, M.D. 64 Director 1997 3 years 2000
Donald C. Lewis, Jr. 62 Director 1993 3 years 1999
Kenneth L. Nyer, M.D. 41 Director 1991 3 years 2001
Item 1. Election of Directors
Three Class A directors and one Class C director are to be elected at the
annual meeting. The Company's Articles of Incorporation, as amended, provide
for a staggered Board designed to elect approximately one-third of the directors
each year. Initially, Class A directors served a three-year term, Class B
directors served a two-year term and Class C directors served a one-year term.
Messrs. Samuel Nyer, Clifford and Lewis and Ms. Karen Wright are Class A
directors, Messrs. Boatwright, Dumouchel and Dr. Kenneth Nyer are Class B
directors, and Dr. Dudrick is a Class C director, with their terms, initially
expiring in 1999, 1998 and 1997, respectively. Messrs. Boatwright and Dumouchel
and Dr. Nyer were re-elected last year for a full three-year term. Since Mr.
Anton and Dr. Parker resigned last year, there are two Class C director
vacancies, only one of which is being filled at this time by Mr. Lewis. Only
Mr. Samuel Nyer, Messrs. Clifford and Lewis and Ms. Wright, are up for
re-election this year.
The nominees for the Board are set forth below. The proxy holders intend
to vote all proxies received by them for the nominees for directors listed below
unless instructed otherwise. In the event any nominee is unable or declines to
serve as a director at the time of the annual meeting, the proxies will be voted
for any nominee who shall be designated by the present Board to fill the
vacancy. In the event that additional persons are nominated for election as
directors, the proxy holders intend to vote all proxies received by them for
the nominees listed below unless instructed otherwise. As of the date of this
proxy statement, the Board is not aware of any nominee who is unable or will
decline to serve as a director.
Directors shall be elected by a plurality of the votes of the shares cast
at the annual meeting.
<PAGE>
NOMINEES FOR ELECTION TO BOARD OF DIRECTORS
Position with
Name Age the Company Since New Term
Samuel Nyer 74 Director 1996 3 years
William J. Clifford, Jr. 49 Director 1996 3 years
Karen L. Wright 37 Director 1997 3 years
Donald C. Lewis, Jr. 62 Director 1993 1 year
Samuel Nyer has been Chairman of the Board, president and secretary of the
Company since December 1991. He served as a director of Genetic Vectors, Inc.
("Vectors") from December 1991 to June 1996. Mr. Nyer also serves on the board
of directors of each of the Company's subsidiaries. Since 1985, Mr. Nyer has
been Chairman of the Board of Nyle, a manufacturer of drying equipment. Nyle,
a publicly-held corporation, is the Company's principal shareholder. Mr. Nyer
also has interests in a number of small businesses in the Bangor, Maine area.
William J. Clifford, Jr. has been vice president of sales and a director of the
Company since 1992, and vice president and general manager of ADCO Surgical
Supply, Inc. ("ADCO"), Nyle Home Health Supplies, Inc. and ADCO South Medical
Supplies, Inc. since 1988, 1990 and 1992, respectively. Mr. Clifford was a
director of Vectors from June 1996 through April 30, 1997 and again from January
1998 through February 1998. From 1973 to 1988, Mr. Clifford was general sales
manager of ADCO. Mr. Clifford has over 25 years experience in the medical
supply industry and possesses substantial experience in medical warehousing,
purchasing, sales and sales management.
Karen L. Wright has been treasurer and vice-president of finance of the Company
since December 1991 and January 1997, respectively. She was appointed to the
Board in April 1997. From 1985 through 1987, Ms. Wright was ADCO's assistant
comptroller and from 1987 through the present time, Ms. Wright has been ADCO's
comptroller and treasurer. Ms. Wright received her Bachelors of Science Degree
in Accounting from Husson College, Bangor, Maine in 1985.
Donald C. Lewis, Jr. has been a director of the Company since July 1993. Mr.
Lewis has been president and a director of Nyle, the Company's principal
shareholder, since January 1985.
Other Directors
Doyle W. Boatwright has been a director of the Company and president and a
director of Nyer Nutritional Systems, Inc. ("NNS") since December 1996. The
Company owns 80% of NNS and Mr. Boatwright owns the remaining 20%. From
September 1995 through December 1996, Mr. Boatwright was president and founder
of Boatwright Laboratories, Inc., which owned the enteral nutritional product
patents now held by NNS. From 1989 through September 1995, Mr. Boatwright was
president and founder of DigniCare, Inc., a company providing enteral, wound
care and urological products to Medicare patients.
<PAGE>
Stanley Dudrick, M.D. has been a director of the Company since March 1997.
Since November 1994, Dr. Dudrick has been Associate Chairman for St. Mary's
Hospital, Department of Surgery. St. Mary's, which is located in Waterbury,
Connecticut, is affiliated with Yale Medical School. Since 1982, Dr. Dudrick
also has been a Clinical Professor of Surgery at the University of Texas Health
Science Center at Houston. Dr. Dudrick is nationally known in the field of
enteral nutrition and has received numerous awards and honors, is an editorial
consultant and on the board of numerous medical journals including those
specializing in nutrition and has published widely on the subject.
David P. Dumouchel has been a director of the Company since August 1996.
Mr. Dumouchel has been a director of the Company's 80%-owned subsidiary, D.A.W.,
Inc. d/b/a Eaton Apothecary ("Eaton") since August 1996. Additionally, Mr.
Dumouchel has been vice-president of Eaton since 1988. Mr. Dumouchel is a
registered pharmacist in the State of Massachusetts. Mr. Dumouchel received his
Bachelors of Science Degree in Pharmacy from Purdue University in 1983, and his
Masters of Business Administration from Amos Tuck School at Dartmouth College in
1986.
Kenneth L. Nyer, M.D. has been a director of the Company since December 1991.
Dr. Nyer is a specialist in internal medicine and has practiced at the North
Shore University Hospital, Manhasset, New York since 1987. Dr. Nyer has held
a faculty position at Cornell University Medical School since 1987. Dr. Nyer
is the son of Mr. Samuel Nyer.
Executive Compensation
The following table sets forth certain information with respect to the
annual and long-term compensation of the Company's Chief Executive Officer for
the fiscal years ended December 31, 1997, 1998 and 1999 and the one executive
officer who received compensation exceeding $100,000 for the fiscal year ended
December 1998.
<PAGE>
SUMMARY COMPENSATION TABLE
Annual Long Term Compensation
Compensation Awards
(a) (b) (c) (e) (g)
Securities
Name and Principal Other Annual Underlying
Position Year Salary($) Compensation ($) Options/SARS(#)
Samuel Nyer,
Chief Executive
Officer 1998 $125,000 $4,200 10 0/0
1997 $125,000 $4,200 10 0/0
1996 $ 86,538 $4,200 10 0/0
Doyle W. Boatwright,
President
Nyer Nutritional
Systems, Inc. 1998 $121,253 $7,320 0/0
1997 $119,995 $7,320 12,000 11 /0
1996 N/A N/A N/A
10 Consists of automobile and automobile insurance allowance.
11 Consists of shares of common stock underlying options exercisable at
$5.00 per share granted in April 1997 pursuant to the Plan of which 10,000
options are vested.
<PAGE>
Director Compensation
The Company has not paid any cash compensation to any person for serving
as a director. The Company does not intend to compensate non-employee directors
for serving as directors except to reimburse them for expenses incurred in
connection with their service as directors and to issue automatic grants of non-
qualified stock options pursuant to the Plan as described herein. Directors
who are employees receive no cash compensation for serving as directors;
however, they are reimbursed for out-of-pocket expenses incurred in connection
with their service as directors. The Plan was amended in April 1997 to provide
that all directors receive automatic grants of options as described below.
Employment Agreements
The Company currently employs its officers pursuant to oral agreements.
However, Mr. Samuel Nyer, the Company's president and Messrs. Boatwright and
Dumouchel, officers of certain subsidiaries of the Company, are employed
pursuant to written contracts.
The Company's three-year written employment agreement with Mr. Samuel Nyer at
a base annual salary of $125,000 expired October 1, 1999. Mr. Nyer's employment
agreement also granted him 1,000 shares of Series 1 Class B Preferred Stock (the
"Preferred Stock"), which provide a total of 2,000,000 votes on all matters on
which common stockholders may vote. The Preferred Stock vested October 1, 1999
because Mr. Nyer fulfilled his obligations under the agreement. Mr. Nyer's
employment agreement also provided for use of a car and automobile insurance
at an annual cost of approximately $4,200. The Company intends to enter into
a new two-year written employment agreement with Mr. Nyer increasing his base
annual salary to $140,000 and granting him 500,000 options, 50% to vest at the
end of one year and the remainder vesting at the end of Mr. Nyer's employment
agreement.
The Company has an oral employment agreement with Mr. William J. Clifford,
Jr., vice president of sales and a director, which provides for an annual salary
of $71,500 and use of an automobile including all expenses associated with it at
an annual cost of $4,500. The Company has an oral employment agreement with
its vice president of finance and treasurer, Ms. Karen L. Wright, which provides
for an annual salary of $52,000.
Nyer Nutritional Systems, Inc. ("NNS"), a company 80%-owned by the Company
and 20%-owned by Doyle W. Boatwright, entered into a five-year agreement
effective December 4, 1996 with Mr. Boatwright. Mr. Boatwright receives a base
annual salary of $120,000; he is entitled to receive an incentive bonus of 10%
of NNS' net pretax income so long as its net income exceeds $250,000 during
any year during the term of the agreement. NNS has lost money since inception.
Mr. Boatwright also receives reimbursement for his automobile expenses to a
maximum of approximately $7,300 per year. NNS also maintains a marketing office
for Mr. Boatwright located in Phoenix, Arizona.
The Company is seeking to sell the assets of NNS. Pending a test of its
products by the proposed Purchaser, the Company agreed to pay Mr. Boatwright
through April 15, 2000, or until the deal is finalized, whichever comes first.
<PAGE>
Effective August 5, 1996, Eaton, an 80%-owned subsidiary of the Company
engaged in the operation of pharmacies, entered into a five-year employment
agreement with David Dumouchel at an annual base salary of $78,000 per year.
The agreement is automatically renewable at Mr. Dumouchel's sole option for an
additional five-year term. The agreement further provides for an annual bonus
of at least 2% of Eaton's annual pre-tax income in excess of $450,000 and
provides for term life insurance in the aggregate amount of $800,000, of which
$300,000 is payable to Mr. Dumouchel's beneficiary. He also receives
reimbursement of his automobile insurance premiums and an automobile allowance
of $3,600 per year.
Stock Option Plan
The Company does not have any formal pension, profit sharing or such other
similar plans pursuant to which it pays additional cash or non-cash compensation
to its employees including the individuals specified above. Under the Plan, the
Board of the Company from time to time may grant options to purchase its common
stock to employees including officers. With the effectiveness of the new
Securities and Exchange Commission rules governing employee plans, the Plan was
amended in April 1997 to provide for all directors, employee and non-employee,
to receive automatic grants of non-qualified options vesting semi-annually each
June 30th and December 31st over a three year term. After vesting, and upon
reelection to the Board, each director will receive a new automatic grant of
non-qualified options on the same terms as above. As provided for in the Plan,
the exercise price of the options is the closing price of the Company's common
stock on the last business day prior to the grant of options. The number of
options granted is 4,000, 8,000 or 12,000 depending on whether the director is
serving a one, two or three-year term.
No options or SARs were granted to either of the Company's executive officers
named on the Summary Compensation Table. Neither of those executive officers
exercised options to purchase the Company's common stock during the last
completed fiscal year.
Related Party Transactions
In August 1996, Mr. Samuel Nyer, the Company's president, exercised 50,000
stock options at the exercise price of approximately $2.31 per share by
delivering a recourse promissory note to the Company in the sum of $115,500.
The note bears 6-1/4% annual interest payable quarterly and is due in August
1999. This has been extended until August 2001.
Prior to 1991, the Company and Nyle each engaged in inter-company loans.
At December 31, 1998, the Company was owed $34,488 by Nyle. Nyle pays the
Company principal and interest of 9% per annum on an infrequent basis. The
Company is currently subject to a provision of the Florida General Corporation
Law which restricts loans to affiliated parties and therefore the Company has
not lent any further sums to its affiliates.
Section 16(a) Beneficial Ownership Reporting Compliance
To the best of the Company's knowledge based solely on a review of Forms 3,
4 and 5 and amendments thereto, all Forms 3 and 5 have been filed as required in
calendar 1998 with the Securities and Exchange Commission. However in calendar
1996 Messrs. Anton, Lewis, Parker and Striar and Dr. Nyer failed to timely file
required Form 4s in connection with three, one, two, one and one transactions,
respectively, and accordingly filed Form 5s in calendar 1997.
<PAGE>
Item 2. Appointment of Auditors
PricewaterhouseCoopers ("PWC") independent public accountants, currently
acts as the independent auditors of the Company and has been selected by the
Board to act as auditors for the fiscal year ended December 31, 1999 subject
to shareholder approval. Unless directed to vote no, proxies being solicited
will be voted in favor of the ratification of PWC. PWC acted as auditors for
the Company for the fiscal year ended December 31, 1998. A representative of
PWC will be present at the meeting to respond to questions.
Ratification of the appointment of PWC as the Company's independent
accountants for fiscal 1999 will require the affirmative vote of at least a
majority of the votes represented in person or by proxy at the annual meeting.
Proxies solicited by management will be voted for the proposal unless
instructed otherwise.
Item 3. Other Matters
The Board has no knowledge of any other matters which may come before the
meeting and does not intend to present any other matters. However, if any other
matters shall properly come before the meeting or any adjournment thereof, the
persons soliciting proxies will have the discretion to vote as they see fit
unless directed otherwise.
If you do not plan to attend the meeting, in order that your shares may be
represented and in order to assure the required quorum, please sign, date and
return your proxy promptly. In the event you are able to attend the meeting,
at your request, the Company will cancel the proxy.
Shareholders' Proposals
Any shareholder of the Company, who wishes to present a proposal to be
considered at the 2000 annual meeting of the shareholders of the Company and
who wishes to have such proposal presented in the Company's proxy statement for
such meeting, must deliver such proposal in writing to the Company no later than
December 31, 1999.
The Company will furnish, without charge to any shareholder submitting a written
request a copy of the Company's annual report on Form 10-KSB as filed with the
Securities and Exchange Commission including financial statements and schedules
thereto. Such written request should be directed to Karen L. Wright, P.O. Box
1328, Bangor, Maine, 04402-1328.
By the Order of the Board of Directors
Samuel Nyer, Secretary
<PAGE>
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
OF NYER MEDICAL GROUP, INC.
To All Shareholders:
The annual meeting of the shareholders of Nyer Medical Group, Inc. (the
"Company") will be held at 1292 Hammond Street, Bangor, Maine, 04401 on October
25, 1999, at 9:00 a.m. for the following purposes:
(1) To elect four persons to serve on the board of directors
(2) To ratify the appointment of PricewaterhouseCoopers, LLP, as independent
auditors for the fiscal year ending December 31, 1999.
(3) For the transaction of other lawful business that may properly come before
the meeting.
The board of directors has fixed the close of business on September 23, 1999,
as the record date for a determination of shareholders entitled to notice of,
and to vote at, this meeting or any adjournment thereof.
If you do not plan on attending the meeting, please vote, date, sign and mail
the enclosed proxy promptly to Ms. Karen L. Wright, Nyer Medical Group, Inc.,
P.O. Box 1328, Bangor, Maine, 04402.
Dated: October 6, 1999
By Order of the Board of Directors
By: Samuel Nyer, Secretary
<PAGE>
PROXY SOLICITED BY THE BOARD OF DIRECTORS OF
NYER MEDICAL GROUP, INC.
FOR THE ANNUAL MEETING OF SHAREHOLDERS
ON OCTOBER 25, 1999
The undersigned hereby appoints Samuel Nyer and Karen L. Wright as my
proxy with power of substitution for and in the name of the undersigned to vote
all shares of common stock of Nyer Medical Group, Inc. (the "Company") which the
undersigned would be entitled to vote at the annual meeting of shareholders of
the Company to be held at the Company's corporate office located at 1292 Hammond
Street, Bangor, Maine, 04401 on October 25, 1999 at 9:00 a.m., and at any
adjournment thereof, upon such business as may properly come before the meeting,
including the items set forth below:
Each share of common stock outstanding on the record of September 23, 1999, is
entitled to one vote on all proposals.
(a) I hereby elect the following individuals to serve on the board of directors
of the Company for a three-year term until the Company's annual meeting for
2002:
Name Yes No
Samuel Nyer ____ ____
William J. Clifford, Jr. ____ ____
Karen L. Wright ____ ____
I hereby elect the following individual to serve on the board of directors of
the Company for a one-year term until the Company's annual meeting for 2000.
Donald C. Lewis, Jr. ____ ____
I hereby ratify the appointment of PricewaterhouseCoopers independent auditors
for the fiscal year ended December 31, 1999.
Yes ____ No ____ Abstain ____
I hereby authorize the transaction of any other lawful business that may
properly come before the annual meeting of shareholders.
Yes ____ No ____ Abstain ____
(Shares cannot be voted unless this proxy is signed and returned, or
specific arrangements are made to have the shares represented at the
meeting).
If no direction is indicated, this Proxy will be voted as recommended by
the board of directors for all proposals.
Dated: ______________________, 1999.
________________________ ____________________________
Signature of Shareholder Typed or Printed Name of Shareholder
_________________
Number of Shares Owned
