SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant X
Filed by a party other than the Registrant
Check the appropriate box:
Preliminary Proxy Statement
Confidential, for Use of the Commission Only
(as permitted by Rule 14a-6(e)(2))
X Definitive Proxy Statement
Definitive Additional Materials
Soliciting Material Pursuant to ss.240.14a-11(c) or ss.240.14a-12
ALTERNATIVE TECHNOLOGY RESOURCES, INC.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
X No fee required
Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
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:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
<PAGE>
ALTERNATIVE TECHNOLOGY RESOURCES, INC.
629 J Street
Sacramento, CA 95814
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS OF
ALTERNATIVE TECHNOLOGY RESOURCES, INC.
TO BE HELD NOVEMBER 17, 1998
To Our Stockholders:
The Annual Meeting of Stockholders of Alternative Technology Resources, Inc., a
Delaware corporation (the "Company"), will be held on Tuesday, November 17,
1998, at 10:00 a.m., local time, at 629 J Street, Sacramento, California 95814,
for the following purposes:
1. To elect three directors;
2. To consider and act upon such other matters as may properly come
before the meeting.
All of the above matters are more fully described in the accompanying Proxy
Statement. Stockholders of record as of the close of business on October 29,
1998, are entitled to notice of and to vote at the meeting or any postponement
or adjournment thereof.
BY ORDER OF THE BOARD OF DIRECTORS
W. ROBERT KEEN
Chief Executive Officer
Sacramento, California
October 30, 1998
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE COMPLETE, DATE, SIGN AND
RETURN THE ENCLOSED PROXY AS PROMPTLY AS POSSIBLE IN THE ENCLOSED POSTAGE
PREPAID ENVELOPE. ANY PERSON GIVING A PROXY HAS THE POWER TO REVOKE THAT PROXY
AT ANY TIME PRIOR TO VOTING, AND SHAREHOLDERS WHO ARE PRESENT AT THE MEETING MAY
WITHDRAW THEIR PROXIES AND VOTE IN PERSON IF THEY WISH.
<PAGE>1
ALTERNATIVE TECHNOLOGY RESOURCES, INC.
629 J Street
Sacramento, CA 95814
PROXY STATEMENT
Solicitation of Proxies
Your proxy in the form enclosed is solicited by the Board of Directors of
Alternative Technology Resources, Inc. (the "Company") for use in voting at the
Annual Meeting of Stockholders to be held on Tuesday, November 17, 1998, at
10:00 a.m. local time, at the Company's principal executive office located at
629 J Street, Sacramento, California 95814. This Proxy Statement and the
accompanying form of proxy are being mailed to stockholders on or about October
30, 1998.
The expense of soliciting proxies will be borne by the Company. The principal
solicitation of proxies is being made by mail and personal delivery. However,
additional solicitations may be made by telephone, telegram or other means by
directors, officers, employees or agents of the Company. No additional
compensation will be paid to these individuals for any such services.
In the case of employee stockholders located in the Company's principal office
in Sacramento, California, and in the case of certain other stockholders (see
"Certain Relationships and Related Transactions"), this Proxy Statement and
related materials may be hand delivered.
Voting Securities
Only stockholders of record on the books of the Company at the close of business
on October 29, 1998, will be entitled to vote at the Annual Meeting. At the
close of business on that date, there were outstanding 26,120,499 shares of
Common Stock of the Company and 204,167 shares of Preferred Stock, Series D, of
the Company. Each share of Common Stock is entitled to one vote for each of the
matters to be presented at the Annual Meeting. Each share of Preferred Stock,
Series D, is entitled to 84/100th votes (171,500 in the aggregate) for each of
the matters to be presented at the Annual Meeting. The holders of Common Stock
and Preferred Stock, Series D, shall vote on each proposal together as a class.
Required Vote
The representation in person or by proxy of at least a majority of the
outstanding shares entitled to vote is necessary to provide a quorum at the
Annual Meeting. Abstentions and broker non-votes are counted as present in
determining whether the quorum requirement is satisfied. The plurality of the
votes of the Common Stock and Preferred Stock, Series D, voting together as a
class, present in person or represented by proxy at the Annual Meeting and
entitled to vote on the election of directors shall elect the nominees for the
Board of Directors. With regard to the election of directors, votes may be cast
"For" or "Withheld" for each nominee; votes that are withheld will be excluded
entirely from the vote and will have no effect. Brokers who hold shares in
street name have the authority to vote in their discretion on "routine" items
(such as for the election of directors) when they have not received instructions
from beneficial owners. With respect to "non-routine" items, no broker may vote
shares held for customers
<PAGE>
without specific instructions from such customers. Under Delaware law, a broker
non-vote will have no effect on the outcome of the election of directors.
Revocability of Proxies
Shares represented by a duly executed proxy in the accompanying form received by
the Board of Directors prior to the annual meeting will be voted at the annual
meeting. Any such proxy may be revoked at any time prior to exercise by written
request delivered to the Secretary of the Company stating that the proxy is
revoked, by the execution and submission of a later dated proxy, or by voting in
person at the Annual Meeting. If a stockholder specifies a choice with respect
to any matter to be voted upon by means of the ballot provided in the
accompanying form of proxy, the shares will be voted in accordance with the
specification so made. If the endorsed proxy does not specify how the shares
represented thereby are to be voted, the proxy will be voted as recommended by
the Board of Directors.
PROPOSAL NO. 1
NOMINATION AND ELECTION OF DIRECTORS
Three directors are to be elected at the Annual Meeting, each to serve until the
next Annual Meeting of Stockholders and until his successor shall be elected and
qualified or until his earlier death, resignation or removal. Currently there
are three members of the Board of Directors comprised of W. Robert Keen, Edward
L. Lammerding, and Thomas W. O'Neil. The Board of Directors has nominated
Messrs. Keen, Lammerding, and O'Neil for reelection in 1998. The three nominees
receiving the highest number of affirmative votes of the shares entitled to vote
at the Annual Meeting will be elected directors of the Company. If any nominee
is not available for election (which the Company does not foresee), the Board of
Directors will recommend the election of a substitute nominee and proxies in the
accompanying form will be voted for the election of the substitute nominee
unless authority to vote such proxies in the election of directors has been
withheld.
The following table indicates certain information concerning the nominees.
- --------------------------------------------------------------------------------
Name Age Principal Occupation at Present and for
the Past Five Years
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
W. Robert Keen 56 Chief Executive Officer and Director of
the Company since November 1996; owner
of Jonathan Companies, a management and
consulting company, since 1993;
President of Occupational-Urgent Care
Health Systems, Inc. from 1988 to 1992.
Mr. Keen is a member of the Advisory
Board of the U.C. Davis Graduate School
of Management and is the Chairman of the
Sacramento County Civil Service
Commission.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Edward L. Lammerding 69 Director since November 1993, Chairman
of the Board since 1995; President of
Sierra Resources Corporation from 1982
to 1996; Chairman of the Board of
Digital Power Corporation from 1989 to
1998; former member California Lottery
Commission; member of the St. Mary's
College Board of Trustees; Director and
Secretary
<PAGE>3
of Occupational-Urgent Care Health
Systems, Inc. from September 1983 to
February 1992.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Thomas W. O'Neil, Jr. 69 Director since November 1995; Certified
Public Accountant; Partner, Schultze,
Wallace and O'Neil, CPA's since April
1991; Director of Digital Power
Corporation since 1991; Retired Partner,
KPMG Peat Marwick, 1955 to 1991;
Chairman of the Board of Directors,
California Exposition and State Fair;
Director, Regional Credit Association;
member of the St. Mary's College Board
of Regents.
- --------------------------------------------------------------------------------
Committees of the Board; Meetings and Attendance
The Company has a Compensation Committee, Audit Committee and Management
Committee. The Company does not have a nominating committee.
The Compensation Committee consisted of Messrs. Lammerding and O'Neil during the
fiscal year ended June 30, 1998. The Compensation Committee held one meeting in
fiscal 1998. Its function is to establish compensation for all executive
officers of the Company and administer the Company's Special Stock Option Plan,
1993 Stock Option/Stock Issuance Plan, Employee Savings Plans, and the 1997
Stock Option Plan. The Audit Committee consisted of Messrs. Lammerding and
O'Neil in fiscal 1998 and held one meeting during fiscal 1998. The Audit
Committee provides advice and assistance regarding accounting, auditing and
financial reporting practices of the Company. It reviews, with the Company's
independent accountants, the scope and results of their audit, fees for services
and independence in servicing the Company. The Management Committee consisted of
Messrs. Lammerding and O'Neil in fiscal 1998 and held no meetings during fiscal
1998. The Management Committee may exercise all the authority of the Board of
Directors in management of the Company, except for matters expressly reserved by
law for action by the Board of Directors.
During fiscal 1998, the Board of Directors met five times. All Board and
Committee members attended more than seventy-five percent of the meetings of the
Board of Directors and all committees of the Board on which they served.
Compensation of Directors
Directors do not receive compensation for serving as such but each Director who
is not an employee of the Company was, upon their initial election or
appointment to the Board of Directors, automatically granted a stock option,
subject to 3 years vesting, to purchase 5,000 shares of Common Stock at an
exercise price equal to the fair market value on the date of the appointment or
election under the Company's 1993 Stock Option/Stock Issuance Plan. Furthermore,
under the 1993 Stock Option/Stock Issuance Plan, beginning in the third year as
a director, each director who was re-elected to the Board of Directors received
an automatic grant of a stock option to purchase 1,000 shares of Common Stock,
at an exercise price equal to the fair market value on the date of reelection.
In fiscal year 1998 the Board of Directors adopted the 1997 Stock Option Plan.
Under the 1997 Plan non-employee Directors, Messrs. Lammerding and O'Neil were
granted options to purchase 25,000 shares of the Company's common stock at an
exercise price equal to the fair market value on the date of their reelection.
<PAGE>4
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Financing Arrangements
The Company received short-term, unsecured financing in the form of notes
payable of approximately $1.3 million, $1.0 million, and $0.7 million during
fiscal years 1998, 1997 and 1996, respectively ($3.0 million in the aggregate),
from James W. Cameron, Jr. ("Cameron") and Dr. Max Negri ("Negri"), two existing
stockholders, to fund its operations. These notes bear interest at 10.25%. In
December 1997, Cameron and Negri extended the maturity date on all notes payable
originally maturing December 31, 1997, to the earlier of December 31, 1998, or
such time as the Company obtains equity financing.
On April 21, 1997, the Company issued an unsecured note payable (the "Straight
Note") to Cameron for $1,000,000 in accordance with the Reimbursement Agreement
the Company signed on February 28, 1994. Terms of the note provide for an
interest rate of 9.5% and monthly interest payments. No maturity date is stated
in the note; however, under the terms of the Reimbursement Agreement, upon
written demand by Cameron, the Straight Note will be replaced by a convertible
note (the "Convertible Note") in a principal amount equal to the Straight Note
and bearing interest at the same rate. The conversion ratio of the Convertible
Note is equal to 20% multiplied by the average trading price of the Company's
common stock over the period of ten trading days ending on the trading day next
preceding the date of issuance of such Convertible Note.
Pursuant to the Reimbursement Agreement, a designee of Mr. Cameron received a
warrant to purchase 10,000 shares of the Company's Common Stock at an exercise
price of $15.00 per share. The warrant is immediately exercisable and expires on
February 29, 1999.
Other
In November 1995, the Company entered into a lease agreement for its current
facility under a one year lease with Mr. Cameron. The lease has been extended to
December 31, 1998, and is expected to be renewed. At June 30, 1998, $341,617 of
rent owed for fiscal years 1998, 1997 and 1996 is included in the balance of
accounts payable to stockholders.
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
officers and directors, and persons who own more than ten percent of a
registered class of the Company's equity securities, to file reports of
ownership and changes in ownership with the Securities and Exchange Commission.
Based solely upon a review of any copies of such forms received by it, the
Company believes that during fiscal 1998 all filing requirements applicable to
officers, directors and greater than ten percent stockholders were satisfied,
except Messrs. Lammerding and O'Neil inadvertently failed to file a Form 5 for
fiscal 1998 reporting the issuance of options to acquire 25,000 shares of Common
Stock granted pursuant to the 1997 Stock Option Plan.
<PAGE>5
EXECUTIVE COMPENSATION
The following table contains information regarding compensation paid with
respect to the three preceding fiscal years to the Company's Chief Executive
Officer and each other executive officer whose salary and bonus exceeded
$100,000 (the "Named Executives" for the fiscal year ended June 30, 1998):
Columns regarding "Bonus," "All Other Compensation," and "Long-Term Incentive
Plan (LTIP) Payouts" are excluded because no reportable payments were made to
such executive officers for the relevant years.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Long Term Compensation
Annual Compensation Awards
--------------------------------------------------------------------
Restricted
Fiscal Salary Stock Other Annual Options/
Name and Principal Position Year ($) Awards Compensation $ SARs #
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
W. Robert Keen, 1998 None 275,000(2) None 160,000(4)
Chief Executive Officer(1) 1997 None 225,000(3) None 160,000(4)
George R. Van Derven, 1998 150,000 None None
President(5) 1997 150,000 None None
1996 131,667 None 37,500(6)
</TABLE>
(1) Mr. Keen was elected Chief Executive Officer December 31, 1996; prior to
that date he was a Director.
(2) In fiscal 1998, Mr. Keen was granted 275,000 shares of the Company's
Common Stock with a fair market value on the date of issuance of $154,688
as compensation.
(3) In fiscal 1997, Mr. Keen was granted 225,000 shares of the Company's
Common Stock with a fair market value on the date of issuance of
$168,750 as compensation.
(4) On December 31, 1996, the Company granted to Mr. Keen the right to receive
options to acquire 80,000 shares of Common Stock on a quarterly basis, up
to 320,000 shares.
(5) Mr. Van Derven was President and Chief Executive Officer from September 1,
1995 to December 31, 1996; prior to September 1995 he was Chief Operating
Officer.
(6) The Company granted to Mr. Van Derven an option to purchase 37,500
shares of Common Stock at $0.78125 per share and adjusted the exercise
price of previously issued options to purchase 70,000 shares to $0.78125
in April 1996.
On December 31, 1996, the Board of Directors named Mr. W. Robert Keen as Chief
Executive Officer of the Company. In exchange for his services, Mr. Keen
initially received 225,000 shares of Common Stock with a fair market value on
the date of issuance of $168,750, and on November 18, 1997, Mr. Keen received
275,000 shares of common stock with a fair market value on the date of issuance
of $154,688. Both the 275,000 shares and the 225,000 shares are subject to
forfeiture in the event Mr. Keen voluntarily leaves the Company prior to January
1, 1999. In addition, Mr. Keen received on a quarterly basis options
<PAGE>6
to purchase 80,000 shares of Common Stock at an exercise price equal to the fair
market value as of the date of grant up to an aggregate of 320,000 shares
pursuant to the Company's stock option plans. During fiscal 1997, Mr. Keen was
granted options to purchase 160,000 shares and was granted options to purchase
an additional 160,000 shares in fiscal 1998.
Option/SAR Grants in Last Fiscal Year
<TABLE>
<CAPTION>
Percent of Total Exercise
Options/SARs Options/SARs Granted To Price Expiration
Name Granted (#) Employees in Fiscal Year ($/sh) Date
<S> <C> <C> <C> <C>
W. Robert Keen 160,000 84.2% $0.750 11/18/2007
</TABLE>
Aggregated Option/SAR Exercises in Last Fiscal Year
and Fiscal Year-End Option/SAR Values
The following table sets forth the value of exercised and unexercised options
and SARs held by the named executives at fiscal year end:
<TABLE>
<CAPTION>
Value of Unexercised in-
Options/SARs at the-Money
Fiscal Year-End Options/SARs at Fiscal
Shares (#) Exercisable Year-End(1) Exercisable
Acquired on Value (E)/ Subject to (E)/ Subject to
Name Exercise # Realized ($) Repurchase (U) Repurchase (U)
---- ---------- ------------ -------------- --------------
<S> <C> <C> <C> <C>
W. Robert Keen None None 325,000 (U) (U)(2)
George R. Van Derven None None 87,500 (E) (E)(2)
</TABLE>
(1) Based on the $0.437 per share closing/average trading price of the Common
Stock at June 30, 1998.
(2) No value is computed since exercise prices of options were greater than the
closing/average trading priceof the Common Stock at June 30, 1998.
1993 and 1997 Stock Option/Stock Issuance Plans
The 1993 Stock Option/Stock Issuance Plan (the "1993 Plan"), pursuant to which
key employees (including officers) and consultants of the Company and the
non-employee members of the Board of Directors may acquire an equity interest in
the Company, was adopted by the Board of Directors on August 31, 1993, and
became effective at that time. The 1993 Plan provided that up to 400,000 shares
of Common Stock could be issued over the ten year term of the 1993 Plan. Upon
stockholder approval of the 1997 Stock Option Plan (the "1997 Plan"), the Board
of Directors terminated the 1993 Plan, which termination shall not alter the
vesting provisions or any other term or condition of any option granted prior to
the termination of the 1993 Plan.
The 1997 Plan, pursuant to which key employees (including officers) and
consultants of the Company and the non-employee members of the Board of
Directors may acquire an equity interest in the Company, was adopted by the
Board of Directors on November 18, 1997, and became effective at that time.
<PAGE>7
An aggregate of 3,000,000 shares of Common Stock may be issued over the five
year term of the 1997 Plan. Subject to the oversight and review of the Board of
Directors, the 1997 Plan shall generally be administered by the Company's
Compensation Committee consisting of at least two non-employee directors as
appointed by the Board of Directors. The grant date, the number of shares
covered by an option and the terms and conditions for exercise of options, shall
be determined by the Committee, subject to the 1997 Plan requirements. The Board
of Directors shall determine the grant date, the number of shares covered by an
option and the terms and conditions for exercise of options to be granted to
members of the Committee.
During fiscal 1998, the Company granted options to purchase 160,000 share of
Common Stock to Mr. Keen under the 1997 Plan (see table of "Option/SAR Grants in
Last Fiscal Year"). In addition, during fiscal 1998, Messrs. Lammerding and
O'Neil received options to acquire 25,000 shares of Common Stock at $0.75 under
the 1997 Plan. As of June 30, 1998, approximately 2,720,000 shares are available
under the 1997 Plan for grant.
PRINCIPAL STOCKHOLDERS
The following table sets forth certain information as to (i) the persons or
entities known to the Company to be beneficial owners of more than 5% of the
Company's Common Stock and Preferred Stock, Series D, as of September 15, 1998,
(ii) all directors of the Company, (iii) all executive officers of the Company
and (iv) all directors and officers of the Company as a group.
Common Stock
Name and Address of
Beneficial Owner Number of Shares Percent
James W. Cameron, Jr. 19,881,315(1) 75.93%
629 J Street
Sacramento, CA 95814
Max Negri, M.D. 2,646,740(2) 10.11%
31244 Palos Verdes Drive West
Suite 234
Rancho Palos Verdes, CA 90274
W. Robert Keen 825,000(3) 3.12%
George Van Derven 98,500(4) *
Edward L. Lammerding 51,120(5) *
Thomas W. O'Neil, Jr. 31,050(6) *
All directors and executive officers as a 1,005,670(7) 3.78%
group (4 person)
<PAGE>8
* Less than 1.0%.
(1) Includes 63,980 shares issuable upon conversion of 76,167 shares of
Preferred Stock, Series D, which is currently convertible. Also includes
175,000 shares held by Mr. Cameron in an IRA and 213,250 shares held by
the Cameron Foundation. Mr. Cameron disclaims beneficial ownership in
the shares held by the Cameron Foundation.
(2) Includes 69,740 shares issuable upon conversion of 83,000 shares of
Preferred Stock, Series D, currently convertible.
(3) Includes 325,000 shares issuable upon exercise of options, of which
1,667 are not subject to repurchase.
(4) Includes 87,500 shares issuable upon exercise of options, none of which
are subject to repurchase.
(5) Includes 51,000 shares issuable upon exercise of options of which
18,666 are not subject to repurchase.
(6) Includes 30,000 shares issuable upon exercise of options of which 3,333
are not subject to repurchase.
(7) Includes 493,500 shares issuable upon exercise of options, 111,166 of
which are not subject to repurchase.
Preferred Stock, Series D
Name and Address of
Beneficial Owner Number of Shares Percent
James W. Cameron, Jr. 76,167 37.3
629 J Street
Sacramento, CA 95814
W. Robert Ramsdell 45,000 22.0
474 Paseo Miramar
Pacific Palisades, CA 90272
Max Negri, M.D. 83,000 40.7
31244 Palos Verdes Drive West
Suite 234
Rancho Palos Verdes, CA 90274
APPOINTMENT OF INDEPENDENT AUDITORS
Ernst & Young LLP, has been selected as the Company's independent auditors for
the year ended June 30, 1999. Representatives of Ernst & Young LLP are expected
to be present at the Annual Meeting with the opportunity to make a statement if
they desire to do so and will be available to respond to appropriate questions.
OTHER MATTERS
As of the date of this proxy statement, there are no other matters which the
Board of Directors intends to present or has reason to believe others will
present at the Annual Meeting of Stockholders. If other matters properly come
before the Annual Meeting, those persons named in the accompanying proxy will
vote in accordance with their judgment.
<PAGE>9
1999 ANNUAL MEETING OF STOCKHOLDERS
Stockholders are entitled to present proposals for action at stockholders'
meetings if they comply with the requirements of the proxy rules. In connection
with this year's Annual Meeting, no stockholder proposals were presented. Any
proposals intended to be presented at the 1999 Annual Meeting must be received
at the Company's offices on or before June 14, 1999 in order to be considered
for inclusion in the Company's proxy statement and form of proxy relating to
such meeting.
BY ORDER OF THE BOARD OF DIRECTORS
W. ROBERT KEEN
Chief Executive Officer
Sacramento, California
October 30, 1998
<PAGE>10
ALTERNATIVE TECHNOLOGY RESOURCES, INC.
PROXY SOLICITED BY THE BOARD OF DIRECTORS
Annual Meeting of Stockholders -- November 17, 1998
The undersigned stockholder of ALTERNATIVE TECHNOLOGY RESOURCES, INC.
(the "Company"), revoking all previous proxies, hereby appoints GEORGE R. VAN
DERVEN and NORBERT WAGNER, or any of them, as proxies of the undersigned, and
authorizes either or both of them to vote all shares of the Company's Common
Stock held of record by the undersigned as of the close of business on October
29, 1998, at the Annual Meeting of Stockholders of the Company to be held on
Tuesday, November 17, 1998, at 10:00 a.m., local time, at 629 J Street,
Sacramento, California 95814, and at any adjournment(s) or postponement(s)
thereof (the "Annual Meeting"), according to the votes the undersigned would be
entitled to cast if then personally present.
This proxy, when properly executed, will be voted in the manner directed
herein by the undersigned stockholder. IF NO DIRECTION IS GIVEN, THIS PROXY WILL
BE VOTED "FOR" ALL OF THE NOMINEES:
1. Election of Directors:
o FOR ALL NOMINEES LISTED BELOW (EXCEPT AS SPECIFIED)
o WITHHOLD AUTHORITY FOR ALL NOMINEES
W. Robert Keen Edward L. Lammerding Thomas W. O'Neil, Jr.
To withhold authority to vote for any individual nominee, draw a line
through that nominee's name.
2. The authority of the proxy, in his discretion, to vote on such other
business as may properly come before the Annual Meeting, or any
adjournment(s) or postponement(s) thereof.
THE UNDERSIGNED HEREBY ACKNOWLEDGES RECEIPT OF NOTICE OF THE ANNUAL MEETING AND
THE PROXY STATEMENT FURNISHED IN CONNECTION THEREWITH. The undersigned also
hereby ratifies all that the said proxy may do by virtue hereof and hereby
confirms that this proxy shall be valid and may be voted regardless of whether
the stockholder's name is signed as set forth below or a seal affixed or the
descriptions, authority or capacity of the person signing is given or any other
defect of signature exists.
Please complete, sign and date this Proxy and return it promptly in the enclosed
envelope regardless of whether or not you plan to attend the Annual Meeting.
DATED: ,1998
Signature
Signature if held jointly
Please sign this Proxy exactly as the name appears in the address above.
If shares are registered in more than one name, all owners should sign. If
signing in a fiduciary or representative capacity, such as attorney-in-fact,
executor, administrator, trustee or guardian, please give full title and attach
evidence of authority. If signer is a corporation, please sign the full
corporate name and an authorized officer should sign his name and title and
affix the corporate seal.
