<PAGE> 1
SCHEDULE 14A INFORMATION
(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:
[ ] 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 Rule 14a-11(c) or Rule 14a-12
CITATION COMPUTER SYSTEMS, INC.
(Name of Registrant as specified in its charter)
(Name of person 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:
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> 2
CITATION COMPUTER SYSTEMS, INC.
424 SOUTH WOODS MILL ROAD, SUITE 200
CHESTERFIELD, MISSOURI 63017
July 1, 1999
To the Shareholders of CITATION Computer Systems, Inc.:
Our 1999 Annual Meeting of Shareholders will be held at 8000 Forsyth
Boulevard, 15th Floor, Clayton, Missouri, at 10:00 a.m., local time, on
Thursday, August 19, 1999. The matters to be acted on at the meeting are
described in detail in the Notice of Annual Meeting of Shareholders, Proxy
Statement and proxy that accompany this letter.
We cordially invite you to attend the Annual Meeting. Even if you plan to
be present at the Annual Meeting, you are requested to date, sign and return the
enclosed proxy in the envelope provided so that your shares will be represented.
The mailing of an executed proxy will not affect your right to vote in person
should you later decide to attend the Annual Meeting.
Sincerely,
/s/ J. Robert Copper
J. Robert Copper
Chairman and Chief
Executive Officer
WE NEED YOUR PROXY VOTE IMMEDIATELY. A SHAREHOLDER MAY THINK HIS OR HER
VOTE IS NOT IMPORTANT, BUT IT IS VITAL. BY LAW, THE ANNUAL MEETING OF
SHAREHOLDERS OF CITATION COMPUTER SYSTEMS, INC., SCHEDULED FOR AUGUST 19, 1999,
WILL HAVE TO BE ADJOURNED WITHOUT CONDUCTING ANY BUSINESS IF LESS THAN A
MAJORITY OF THE SHARES ELIGIBLE TO VOTE ARE REPRESENTED. IN THAT EVENT, THE
COMPANY WOULD CONTINUE TO SOLICIT VOTES IN AN ATTEMPT TO ACHIEVE A QUORUM. YOUR
VOTE COULD BE CRITICAL TO ENABLE THE COMPANY TO HOLD THE MEETING AS SCHEDULED,
SO PLEASE RETURN YOUR PROXY IMMEDIATELY.
<PAGE> 3
CITATION COMPUTER SYSTEMS, INC.
424 SOUTH WOODS MILL ROAD, SUITE 200
CHESTERFIELD, MISSOURI 63017
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD THURSDAY, AUGUST 19, 1999
To the Shareholders of CITATION Computer Systems, Inc.
Notice is hereby given that the Annual Meeting of Shareholders of CITATION
Computer Systems, Inc., a Missouri corporation (the "Company"), will be held on
Thursday, August 19, 1999, at 10:00 a.m., local time, at 8000 Forsyth Boulevard,
15th Floor, Clayton, Missouri.
Pursuant to the Company's Amended and Restated By-laws, the Board of
Directors of the Company has fixed the close of business on July 1, 1999 as the
record date for the determination of the shareholders of the Company entitled to
receive notice of and to vote at the Annual Meeting of Shareholders and any
adjournment thereof. The following items, described in the attached Proxy
Statement, will be on the agenda:
1. To elect two (2) Class 1 Directors to serve a three-year term expiring
at the Annual Meeting of Shareholders to be held in 2002;
2. To ratify the appointment of PricewaterhouseCoopers LLP as independent
auditors for the Company for the fiscal year ended March 31, 2000; and
3. To transact such other business as may properly come before the
meeting.
So far as management is aware, there are no other matters expected to be
acted upon by the shareholders at the Annual Meeting other than the matters
described in Items 1 and 2 above.
By order of the Board of Directors,
/s/ Richard D. Neece
Richard D. Neece
Secretary
July 1, 1999
Chesterfield, Missouri
WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE COMPLETE, DATE AND SIGN
THE ENCLOSED PROXY AND MAIL IT PROMPTLY IN THE ENCLOSED ENVELOPE IN ORDER TO
ASSURE REPRESENTATION OF YOUR SHARES. NO POSTAGE NEED BE AFFIXED IF MAILED IN
THE UNITED STATES.
<PAGE> 4
CITATION COMPUTER SYSTEMS, INC.
424 SOUTH WOODS MILL ROAD, SUITE 200
CHESTERFIELD, MISSOURI 63017
PROXY STATEMENT
FOR ANNUAL MEETING OF SHAREHOLDERS TO BE
HELD ON THURSDAY, AUGUST 19, 1999
APPROXIMATE DATE OF MAILING: JULY 1, 1999
GENERAL
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of CITATION Computer Systems, Inc., a Missouri
corporation (the "Company"), for use at the Annual Meeting of Shareholders to be
held on Thursday, August 19, 1999 at 10:00 a.m., local time, at 8000 Forsyth
Boulevard, 15th Floor, Clayton, Missouri, and any adjournment thereof, for the
purposes set forth in the accompanying Notice of Annual Meeting of Shareholders.
All proxies will be voted in accordance with the instructions contained in
the proxy. If no choice is specified, proxies will be voted in favor of the
election of the nominees for director proposed by the Board of Directors in
Proposal I and in favor of the ratification of the appointment of
PricewaterhouseCoopers LLP as the Company's independent auditors for the fiscal
year ending March 31, 2000, as recommended by the Board of Directors. A
shareholder who executes a proxy may revoke it at any time before it is
exercised by delivering to the Company another proxy bearing a later date, by
submitting written notice of such revocation to the Secretary of the Company or
by personally appearing at the Annual Meeting and casting a contrary vote.
This Proxy Statement, the Notice of Annual Meeting and the accompanying
proxy were first mailed to the shareholders of the Company on or about July 1,
1999. The Company will bear the entire expense of soliciting proxies. Proxies
will be solicited by mail initially. The directors, executive officers and
employees of the Company also may solicit proxies personally or by telephone or
other means, but such persons will not be specially compensated for such
services. Certain holders of record, such as brokers, custodians and nominees,
may be requested to distribute proxy materials to beneficial owners and will be
reimbursed by the Company for their reasonable expenses incurred in sending
proxy materials to beneficial owners.
A plurality of the votes cast is required for the election of directors.
Abstentions and broker "non-votes" are not included in the tabulation of the
voting results on the election of directors and, therefore, do not have the
effect of votes in opposition. A broker "non-vote" occurs when a nominee holding
shares for a beneficial owner does not vote a particular proposal because the
nominee does not have discretionary voting power with respect to that item and
has not received instructions from the beneficial owner.
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
The close of business on July 1, 1999 has been fixed as the record date for
the determination of shareholders entitled to notice of and to vote at the
Annual Meeting. Each outstanding share of the common stock, $0.10 par value
("Common Stock"), of the Company is entitled to one vote. At the close of
business on June 15, 1999 there were outstanding and entitled to vote 3,844,211
shares of Common Stock.
<PAGE> 5
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information regarding the amount of Common
Stock beneficially owned as of June 15, 1999, by each director of the Company,
each nominee for election as a director of the Company, the executive officers
named in the Summary Compensation Table, any person who is known by the Company
to own beneficially more than 5% of the Common Stock and all directors and
executive officers of the Company as a group:
<TABLE>
<CAPTION>
NUMBER OF SHARES PERCENT OF OUTSTANDING
NAME AND ADDRESS(1) BENEFICIALLY OWNED COMMON STOCK(1)
------------------- ------------------ ---------------
<S> <C> <C>
J. Robert Copper.............................................. 454,077(2) 11.4%
Richard D. Neece.............................................. 183,666(3) 4.7
Fred L. Brown................................................. 16,830(4) (5)
Larry D. Marcus............................................... 14,084(6) (5)
James F. O'Donnell(7)......................................... 632,895(8)(9) 16.5
David T. Pieroni.............................................. 8,634(10) (5)
CFB Venture Fund I, Inc.(7)................................... 630,229 16.4
All directors and executive officers as
a group (6 persons)......................................... 1,310,186 32.1%
</TABLE>
[FN]
(1) Except as otherwise indicated, each individual has sole voting and
investment power over the shares listed beside his name. The percentage
calculations for beneficial ownership are based upon 3,844,211 shares of
Common Stock that were issued and outstanding as of June 15, 1999. Except
as otherwise indicated, the address for each person is 424 South Woods Mill
Road, Suite 200, Chesterfield, Missouri 63017.
(2) Amount includes: (i) 99,700 shares of Common Stock held in a trust for the
benefit of Mr. Copper's children; (ii) 100,000 shares of Common Stock Mr.
Copper may acquire pursuant to options to acquire shares of Common Stock at
the exercise price of $5.00 per share; (iii) 50,000 shares of Common Stock
Mr. Copper may acquire pursuant to options to acquire shares of Common
Stock at the exercise price of $14.25; and (iv) 1,666 shares of Common
Stock Mr. Copper may acquire pursuant to options to acquire shares of
Common Stock at the exercise price of $6.187 per share.
(3) Amount includes: (i) 50,000 shares of Common Stock Mr. Neece may acquire
pursuant to the exercise of options to acquire shares of Common Stock at
the exercise price of $5.00 per share; (ii) 30,000 shares of Common Stock
Mr. Neece may acquire pursuant to the exercise of options to acquire shares
of Common Stock at the exercise price of $14.25 per share; and (iii) 1,666
shares of Common Stock Mr. Neece may acquire pursuant to options to acquire
shares of Common Stock at the exercise price of $6.187 per share.
(4) Amount includes 666 shares of Common Stock Mr. Brown may acquire pursuant
to the exercise of options to acquire shares of Common Stock at the
exercise price of $9.125 per share.
(5) Less than one percent.
(6) Amount includes 1,666 shares of Common Stock Mr. Marcus may acquire
pursuant to the exercise of options to acquire shares of Common Stock at
the exercise price of $9.00 per share.
(7) The address for Mr. O'Donnell and CFB Venture Fund I, Inc. is 11 South
Meramec, Suite 1430, Clayton, Missouri 63105.
(8) Mr. O'Donnell is Chairman of CFB Venture Fund I, Inc. and may be deemed to
beneficially own the shares held by CFB Venture Fund, I, Inc. Mr. O'Donnell
disclaims beneficial ownership of all shares held by CFB Venture Fund, I,
Inc.
(9) Amount includes 666 shares of Common Stock Mr. O'Donnell may acquire
pursuant to the exercise of options to acquire shares of Common Stock at
the exercise price of $9.00 per share.
</FN>
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<PAGE> 6
[FN]
(10) Amount includes 666 shares of Common Stock Mr. Pieroni may acquire pursuant
to the exercise of options to acquire shares of Common Stock at the
exercise price of $6.50 per share.
</FN>
-3-
<PAGE> 7
PROPOSAL I: ELECTION OF DIRECTORS
In accordance with the Articles of Incorporation, as amended, and the
Amended and Restated By-laws of the Company, the Board of Directors has fixed
the number of directors at five, divided into three classes, with the terms of
office of each class ending in successive years. The Board of Directors has
nominated Fred L. Brown and Larry D. Marcus for election as Class 1 directors to
hold office until the 2002 Annual Meeting of Shareholders, until their
respective successors are elected and qualified or until their earlier death,
resignation or removal. There is no cumulative voting in the election of
directors.
The persons named as proxies on the accompanying proxy intend to vote all
duly executed proxies received by the Board of Directors for the election of
Fred L. Brown and Larry D. Marcus as Class 1 directors, except as otherwise
directed by the shareholder on the proxy. Messrs. Brown and Marcus currently are
directors of the Company. If for any reason Messrs. Brown or Marcus become
unavailable for election, which is not now anticipated, the persons named in the
accompanying proxy will vote for such substitute nominee as is designated by the
Board of Directors. THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ELECTION
OF FRED L. BROWN AND LARRY D. MARCUS AS CLASS 1 DIRECTORS.
The name, age, principal occupation or position and other directorships
with respect to Messrs. Brown and Marcus and the other directors whose terms of
office will continue after the Annual Meeting are set forth below.
CLASS 1 NOMINEES TO BE ELECTED FOR A
TERM OF THREE YEARS EXPIRING IN 2002
FRED L. BROWN, 58, has been a director of the Company since February 1993.
Mr. Brown is the 1999 Chairman of the American Hospital Association and has been
Vice Chairman of BJC Health System, headquartered in St. Louis, Missouri, since
January 1999. Mr. Brown served as BJC's principal guiding force and first Chief
Executive Officer from 1993 to 1998.
LARRY D. MARCUS, 50, has been a Director of the Company since September
1996. From September 1989 until May 1996, Mr. Marcus served as Chief Financial
Officer of River City Broadcasting, L.P. Currently, Mr. Marcus is President and
CEO of Peak Media LLC, an owner/operator of television stations. He is also a
broadcast consultant for TV and radio. Mr. Marcus serves on the Board of
Directors of Radio One Inc., a publicly-held operator of radio stations serving
the African American community. He is also a director of Better Communications,
Inc., owner of two television stations in Indiana.
CLASS 2 - TO CONTINUE IN OFFICE UNTIL 2000
JAMES F. O'DONNELL, 51, was elected a Director of the Company in 1994. Mr.
O'Donnell is Chairman and Chief Executive Officer, Capital for Business, Inc.,
CFB Venture Fund I, Inc., and CFB Partners, Inc. (General Partner of CFB Venture
Fund II, L.P.), an investment manager of two federally licensed SBIC venture
funds, and has served in that capacity since 1987. Mr. O'Donnell is also
Chairman of CFB Venture Fund I, Inc. and CFB Partners, Inc.
CLASS 3 - TO CONTINUE IN OFFICE UNTIL 2001
J. ROBERT COPPER, 59, has been a director of the Company since May 1992.
Mr. Copper was appointed Chairman and Chief Executive Officer of the Company in
January 1995. Prior to that time, Mr. Copper was active as a partner in Hales,
Copper & Company, a management consulting firm, which
-4-
<PAGE> 8
he joined in 1992. From 1990 to 1992, Mr. Copper was President and Chief
Executive Officer of the PLC Group, a management consulting firm specializing in
mergers and acquisitions. From 1988 to 1990, Mr. Copper was President and Chief
Executive Officer of Pet, Incorporated, a packaged foods company. Mr. Copper was
Senior Vice President, Planning and Development, for IC Industries (now Whitman
Corp.), a conglomerate, from 1980 to 1988.
DAVID T. PIERONI, 54, has been a Director of the Company since August 1991.
Mr. Pieroni formed Pieroni Management Counselors, Inc., a management consulting
company, in 1990 and served as President from 1990 to 1991, and again became
active in its affairs in 1995. From 1991 to 1995 Mr. Pieroni was President of
Spencer & Spencer Systems, Inc. In 1995 Mr. Pieroni joined the Farris Group and
was President of the Farris Group in 1996 and part of 1997. From January 1996
until September 1996, Mr. Pieroni also served as Corporate Development Officer
of Lasersight, Inc. Mr. Pieroni continues to serve as a Director of Lasersight,
Inc. From 1997 to 1990, Mr. Pieroni was a principal at a predecessor of Ernst &
Young LLP, working in their health care and management consulting practice.
BOARD OF DIRECTORS AND COMMITTEES
During the fiscal year ended March 31, 1999, the Board of Directors of the
Company met eleven (11) times, including both regularly scheduled and special
meetings. During such year, all of the incumbent directors attended at least 75%
of all meetings held by the Board of Directors and all committees on which they
serve.
The standing committees of the Board of Directors are the Audit Committee
and the Compensation Committee.
AUDIT COMMITTEE. Messrs. Pieroni, Marcus, and O'Donnell are the current
members of the Audit Committee. The duties of the Audit Committee include
periodic meetings with independent auditors, management and internal auditors of
the Company to review the work of each and ensure that each is properly
discharging its responsibilities. The Audit Committee met two (2) times during
the fiscal year ended March 31, 1999.
COMPENSATION COMMITTEE. Messrs. O'Donnell, Marcus, and Brown are the
current members of the Compensation Committee. The duties of the Compensation
Committee include recommending salary and bonus levels for the senior officers
of the Company. The Compensation Committee did not meet during the fiscal year
ended March 31, 1999.
The Company does not have a standing Nominating Committee. The Board of
Directors may nominate candidates for director positions and shareholders may
nominate candidates for director positions in the manner set forth in the
Amended and Restated By-Laws of the Company. Each director who is not employed
by the Company receives a monthly fee of $1,000 for serving as a director of the
Company, which fee may be in the form of cash or, at the election of the
director, shares of Common Stock of the Company.
-5-
<PAGE> 9
COMPENSATION OF EXECUTIVE OFFICERS
The following table sets forth the compensation of the Company's Chief
Executive Officer and each other executive officer whose base salary and bonus
exceeded $100,000 during the fiscal year ended March 31, 1999:
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM
ANNUAL COMPENSATION COMPENSATION
-------------------------------------------- ------------
SECURITIES
NAME AND PRINCIPAL FISCAL UNDERLYING ALL OTHER
POSITION YEAR SALARY($) BONUS($) OPTIONS(#) COMPENSATION($)(1)
- ------------------ ---- --------- -------- ---------- ---------------
<S> <C> <C> <C> <C> <C>
J. Robert Copper 1999 $204,200 -- -- $ 1,000
Chairman and Chief 1998 204,200 -- 5,000 1,000
Executive Officer 1997 191,701 $90,000 50,000 2,498
Richard D. Neece 1999 150,000 -- -- --
President and Chief 1998 150,000 -- 5,000 --
Financial Officer 1997 136,252 55,000 30,000 --
</TABLE>
[FN]
(1) The dollar amount shown consists solely of contributions by the Company to
the CITATION Computer Systems, Inc. Retirement Savings Plan.
</FN>
-6-
<PAGE> 10
OPTION/SAR GRANTS IN LAST FISCAL YEAR
No stock option grants or SARs were made during the fiscal year ended March
31, 1999 to the individuals named in the Summary Compensation Table.
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION/SAR VALUES
The following presents certain information concerning stock option
exercises in the fiscal year ended March 31, 1999.
<TABLE>
<CAPTION>
VALUE OF
NUMBER OF UNEXERCISED
UNEXERCISED IN-THE-MONEY
SHARES OPTIONS AT OPTIONS AT
ACQUIRED FISCAL YEAR END FISCAL YEAR END
ON VALUE EXERCISABLE/ EXERCISABLE/
NAME EXERCISE(#) REALIZED($) UNEXERCISABLE(#) UNEXERCISABLE($)
- ---- ----------- ----------- ---------------- ----------------
<S> <C> <C> <C> <C>
J. Robert Copper 0 0 151,666 / 3,334 0 / 0
Richard D. Neece 0 0 81,666 / 3,334 0 / 0
</TABLE>
-7-
<PAGE> 11
PROPOSAL II: APPOINTMENT OF INDEPENDENT AUDITORS
The Board of Directors has selected PricewaterhouseCoopers LLP as
independent auditors to audit the financial statements of the Company for the
fiscal year ending March 31, 2000. A resolution will be presented at the meeting
to ratify the appointment of PricewaterhouseCoopers LLP. A representative of
PricewaterhouseCoopers LLP is expected to be present at the meeting to answer
questions and make a statement if he or she desires to do so.
The affirmative vote of a majority of the shares of Common Stock which are
present or represented by proxy at the Annual Meeting on this proposal is
required for approval. If the shareholders do not approve this proposal, the
selection of independent auditors will be reconsidered by the Board of
Directors.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" RATIFICATION OF THE
APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S INDEPENDENT AUDITORS
FOR THE FISCAL YEAR ENDING MARCH 31, 2000.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), requires that the Company's executive officers and directors,
and persons who own more than ten percent of the Company's outstanding stock,
file reports of ownership and changes in ownership with the Securities and
Exchange Commission. During the fiscal year ended March 31, 1999, to the
knowledge of the Company, all Section 16(a) filing requirements applicable to
its officers, directors and greater than ten percent beneficial owners were
complied with by such officers, directors and beneficial owners.
FUTURE SHAREHOLDER PROPOSALS
Under applicable regulations of the Securities and Exchange Commission, all
proposals of shareholders to be considered for inclusion in the proxy statement
for the 2000 Annual Meeting of Shareholders must be received at the offices of
the Company, c/o Secretary, 424 South Woods Mill Road, Suite 200, Chesterfield,
Missouri 63017 by not later than March 1, 2000. Shareholder proposals not
included in the proxy statement for the 2000 Annual Meeting of Shareholders may
be considered at the meeting if written notice of the proposals is received by
the Secretary of the Company by not later than May 16, 2000.
ANNUAL REPORT
The Annual Report to Shareholders of the Company for the fiscal year ended
March 31, 1999 has been mailed simultaneously to the shareholders of the
Company. A copy of the Company's Annual Report on Form 10-KSB for the fiscal
year ended March 31, 1999, as filed with the Securities and Exchange Commission
(excluding exhibits), may be obtained by any shareholder, without charge, upon
written request to Richard D. Neece, Secretary, 424 South Woods Mill Road, Suite
200, Chesterfield, Missouri 63017.
OTHER BUSINESS
The Board of Directors, at the date hereof, is not aware of any business to
be presented at the Annual Meeting other than that referred to in the Notice of
Annual Meeting of Shareholders and discussed herein. If any other matter should
properly come before the Annual Meeting, the persons named
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<PAGE> 12
on the enclosed form of proxy will have discretionary authority to vote the
shares of Common Stock represented by proxies in accordance with their
discretion and judgment as to the best interests of the Company.
J. Robert Copper
Chairman of the Board and
Chief Executive Officer
July 1, 1999
Chesterfield, Missouri
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<PAGE> 13
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby nominates, constitutes and appoints James F.
O'Donnell and David T. Pieroni (or such other person as is designated by the
Board of Directors of CITATION Computer Systems, Inc. (the "Company")) (the
"Proxies"), or either of them (with full power to act alone), true and lawful
attorney(s), with full power of substitution, for the undersigned and in the
name, place and stead of the undersigned to vote as designated below all of the
shares of Common Stock, $0.10 par value, of the Company entitled to be voted by
the undersigned at the Annual Meeting of Shareholders to be held at 8000 Forsyth
Boulevard, 15th Floor, Clayton, Missouri at 10:00 a.m., local time, August 19,
1999, and at any adjournments or postponements thereof.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE FOLLOWING:
1. Election of directors:
[ ] FOR all nominees listed below [ ] WITHHOLD AUTHORITY to vote for
(except as marked below) all nominees listed below
INSTRUCTIONS: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE
STRIKE A LINE THROUGH THE NOMINEE'S NAME IN THE LIST BELOW.
FOR TERM EXPIRING IN 2002:
Fred L. Brown
Larry D. Marcus
2. Ratification of the appointment of PricewaterhouseCoopers LLP as
independent auditors for the Company:
[ ] FOR [ ] AGAINST [ ] ABSTAIN
3. IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER
MATTERS AS MAY PROPERLY COME BEFORE THE MEETING. THIS PROXY, WHEN PROPERLY
EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED
SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR BOTH OF
THE NOMINEES FOR DIRECTOR LISTED IN 1 ABOVE AND FOR THE RATIFICATION OF
APPOINTMENT OF INDEPENDENT AUDITORS IN 2 ABOVE. THE UNDERSIGNED
ACKNOWLEDGES RECEIPT OF THE 1999 ANNUAL REPORT TO SHAREHOLDERS, THE NOTICE
OF ANNUAL MEETING AND THE PROXY STATEMENT.
PLEASE PROMPTLY MARK, SIGN, DATE Date:_________________________
AND RETURN THIS PROXY IN THE
ENCLOSED ENVELOPE
______________________________
[ ] PLEASE CHECK THIS BOX IF YOU PLAN Signature
TO ATTEND THE MEETING IN PERSON.
______________________________
Signature
Sign exactly as name appears
at left. Where stock is issued
in two or more names, all
should sign. If signing as
attorney, administrator,
executor, trustee, guardian,
or other fiduciary, give full
title as such. A corporation
should sign by authorized
officer and affix seal. If
this Proxy is executed by two
or more persons or entities it
shall pertain to all shares of
common stock of the Company
held in the individual name of
each person or entity as well
as all shares of common stock
of the Company held in joint
name by any two or more such
persons or entities.
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