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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
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 Under Rule 14a-12
TOMMY HILFIGER CORPORATION
--------------------------------------------------------------------------------
(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:
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(4) Date Filed:
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<PAGE>
TOMMY HILFIGER CORPORATION
NOTICE OF 2000 ANNUAL MEETING OF SHAREHOLDERS
To Be Held October 30, 2000
The 2000 Annual Meeting of Shareholders of Tommy Hilfiger Corporation will
be held at PricewaterhouseCoopers, The Financial Services Centre, Bishop's
Court Hill, St. Michael, Barbados, on Monday, October 30, 2000 at 12:00 noon,
local time, for the following purposes:
1. To elect three directors to the Board of Directors of the Company for
terms to expire at the 2003 Annual Meeting of Shareholders;
2. To consider and act upon a proposal to ratify the appointment of
PricewaterhouseCoopers LLP as the Company's auditors for the fiscal year
ending March 31, 2001; and
3. To transact such other business as may properly come before the Annual
Meeting or any adjournment thereof.
The Board of Directors has fixed the close of business on September 15, 2000
as the record date for the determination of shareholders entitled to notice
of, and to vote at, the Annual Meeting or any adjournment thereof.
Shareholders are invited to attend the Annual Meeting. Any shareholder
entitled to attend and vote at the Annual Meeting is entitled to appoint a
proxy to attend and vote instead of him. Whether or not you expect to attend,
WE URGE YOU TO VOTE, SIGN, DATE AND PROMPTLY RETURN the enclosed Proxy Card in
the envelope provided which requires no postage if mailed in the United
States. A proxy may be revoked by a shareholder at any time before the
effective exercise thereof.
By order of the Board of Directors
LAWRENCE T.S. LOK
Secretary
September 22, 2000
<PAGE>
TOMMY HILFIGER CORPORATION
6/F, Precious Industrial Centre
18 Cheung Yue Street
Cheung Sha Wan, Kowloon, Hong Kong
Tel: 852-2745-7798
PROXY STATEMENT
INTRODUCTION
This Proxy Statement is furnished in connection with the solicitation by the
Board of Directors of Tommy Hilfiger Corporation (the "Company") of proxies to
be used at the 2000 Annual Meeting of Shareholders of the Company (the "Annual
Meeting") to be held on Monday, October 30, 2000 at 12:00 noon, local time, at
PricewaterhouseCoopers, The Financial Services Centre, Bishop's Court Hill,
St. Michael, Barbados, and at any adjournment thereof.
The expected date of the first mailing of this Proxy Statement and the
accompanying Proxy Card to the Company's shareholders is September 22, 2000.
PROXY SOLICITATION
A Proxy Card is enclosed for use at the Annual Meeting. Proxies that are
properly completed, signed and received prior to the Annual Meeting will be
voted in accordance with the instructions of the persons executing the same.
Unless instructed to the contrary, the proxies will be voted FOR Proposals 1
and 2 set forth in the Notice of the Annual Meeting. If any other matters are
properly presented to the Annual Meeting for action, it is intended that the
persons named in the enclosed Proxy Card and acting thereunder will vote in
accordance with their best judgment on such matters. A proxy may be revoked by
a shareholder at any time before the effective exercise thereof by submitting
a subsequently dated proxy or by appearing in person and voting at the Annual
Meeting.
The expense of preparing, printing and mailing this Proxy Statement and the
proxies solicited hereby will be borne by the Company. Additional solicitation
may be made by telephone, facsimile or other contact by certain directors,
officers, employees or agents of the Company, none of whom will receive
additional compensation therefor. The Company will reimburse brokerage houses
and other custodians, nominees and fiduciaries for their reasonable expenses
for forwarding material to the beneficial owners of shares held of record by
others.
A copy of the Annual Report of the Company containing audited financial
statements for the fiscal year ended March 31, 2000 is enclosed herewith or
has previously been sent to you. Such report is not a part of this Proxy
Statement.
On September 15, 2000, the record date for the determination of shareholders
entitled to vote at the Annual Meeting, 91,152,038 Ordinary Shares, par value
$.01 per share, of the Company (the "Ordinary Shares") were outstanding and
carry the right to one vote for each such share with respect to each matter to
be voted on at the Annual Meeting.
Ordinary Shares represented by proxies that withhold authority to vote for a
nominee for director or indicate an abstention or broker non-vote will be
treated as shares present and entitled to vote for purposes of determining the
presence of a quorum. However, such shares will not be treated as votes cast
at the Annual Meeting and thus will have no effect on the outcome. The
presence, in person or by proxy, of holders of at least 50% of the Ordinary
Shares entitled to vote on proposals at the Annual Meeting will constitute a
quorum.
<PAGE>
STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth data as of September 15, 2000 concerning the
beneficial ownership of Ordinary Shares by (i) the persons known to the
Company to beneficially own more than 5% of the outstanding Ordinary Shares,
(ii) all directors and nominees and each Named Executive Officer (as defined
under "Executive Compensation" below) and (iii) all directors and executive
officers as a group.
<TABLE>
<CAPTION>
Amount
Beneficially Percent
Owned of Class(l)
------------ -----------
<S> <C> <C>
Sportswear Holdings Limited(2)
Craigmuir Chambers
P.O. Box 71
Road Town, Tortola
British Virgin Islands..................... 12,284,374 13.5%
PRIMECAP Management Company(3)
225 South Lake Avenue #400
Pasadena, CA 91101......................... 9,996,400 11.0%
Directors and Named Executive Officers:
Silas K.F. Chou............................. -- (4) --
Lawrence S. Stroll.......................... -- (4) --
Thomas J. Hilfiger.......................... 3,968,548 4.4%
Joel J. Horowitz............................ 1,337,382 1.5%
Benjamin M.T. Ng............................ 71,000(5) *
Ronald K.Y. Chao............................ 11,600(4)(6) *
Lester M.Y. Ma.............................. 24,800(7) *
Joseph M. Adamko............................ 24,800(8) *
Clinton V. Silver........................... 7,600(6) *
Simon Murray................................ 13,200(6) *
All directors and executive officers as a
group (including Ordinary Shares owned by
Sportswear Holdings Limited) (14 persons).. 18,088,304(9) 19.7%
</TABLE>
--------
* Less than 1%.
(1) Shares outstanding with respect to each person includes the right to
acquire beneficial ownership of Ordinary Shares pursuant to currently
exercisable stock options, if any, held by such person under Company stock
option plans. See footnotes 5, 6, 7, 8 and 9. For purposes of this table,
"currently exercisable" stock options include options becoming vested and
exercisable within 60 days from September 15, 2000.
(2) Information based on Amendment No. 3 to Schedule 13D dated August 4, 2000
filed with the Securities and Exchange Commission (the "SEC") by AIHL
Investment Holdings Limited (collectively with its predecessors and
certain of its affiliates, "AIHL"). According to the Schedule 13D,
Sportswear Holdings Limited ("Sportswear") has shared dispositive power
and shared voting power over all of the shares. As set forth in the
Schedule 13D, Sportswear is indirectly 50% owned by Westleigh Limited
("Westleigh"), which is privately owned by members of the Chao family
(including Messrs. Chou and Chao), and 50% owned by Flair Investment
Holdings Limited ("Flair"), in which Mr. Stroll has an indirect beneficial
ownership interest. According to the Schedule 13D, each of Westleigh and
Flair may be deemed to have shared dispositive power and shared voting
power over, and thus to beneficially own, all of the Ordinary Shares owned
by Sportswear through their respective direct or indirect ownership of the
capital stock of Sportswear.
(3) Information based on Amendment No. 1 to Schedule 13G dated May 31, 2000
filed with the SEC by PRIMECAP Management Company ("PRIMECAP"). According
to the Schedule 13G, PRIMECAP, an investment adviser, had sole dispositive
power over all of the shares and sole voting power over 3,996,400 of the
shares.
2
<PAGE>
(4) Not including Ordinary Shares owned by Sportswear. See footnote 2.
(5) Issuable upon the exercise of currently exercisable stock options under
the Plans (as defined under "Stock Option Plans" below).
(6) Issuable upon the exercise of currently exercisable stock options under
the Directors Option Plan (as defined under "Stock Option Plans" below).
(7) Issuable upon the exercise of currently exercisable stock options under
the Plans and the Directors Option Plan.
(8) Includes 18,000 Ordinary Shares issuable upon the exercise of currently
exercisable stock options under the Directors Option Plan.
(9) Includes 491,200 Ordinary Shares issuable upon the exercise of currently
exercisable stock options held by all directors and executive officers
under the Plans and the Directors Option Plan.
PROPOSAL ONE: ELECTION OF DIRECTORS
The Company's Board of Directors currently consists of nine members and is
divided into three classes with staggered three-year terms. At each Annual
Meeting of Shareholders, the successors of the class of directors whose terms
expire at such meeting are elected for three-year terms.
Nominees For Director
The Company's Board of Directors has nominated three directors to be elected
to the Board of Directors at the Annual Meeting for three-year terms, each of
whom is currently a director of the Company: Lawrence S. Stroll, Lester M.Y.
Ma and Clinton V. Silver.
The principal occupations and other biographical information of the nominees
are as follows:
Lawrence S. Stroll, 41, has been Co-Chairman of the Board of the Company
since 1998 and served as Chief Executive Officer of Tommy Hilfiger (HK)
Limited, a subsidiary of the Company ("THHK"), from 1993 to 1998. Mr. Stroll
has been a Director of the Company since 1992. In addition, Mr. Stroll has
served as Chairman of the Board of AIHL since 1992 and was Group Chief
Executive Officer of Pepe Jeans London Corporation and its predecessor
(collectively, "PJLC") from 1993 to 1998.
Lester M.Y. Ma, 53, has been a Director of the Company since 1992 and served
as its Treasurer from 1996 to 1997. Mr. Ma has been an Executive Director and
Group Chief Accountant of Novel Enterprises Limited ("Novel Enterprises") for
more than the past five years. In addition, Mr. Ma has been a director of
Novel Denim Holdings Limited, a manufacturer of garments and fabric quoted on
the Nasdaq National Market and an affiliate of Novel Enterprises ("Novel
Denim"), since 1992 and its Treasurer since 1997.
Clinton V. Silver, 70, has been a Director of the Company since 1994. Mr.
Silver was employed by Marks & Spencer plc, an international retailer based in
London, as Deputy Chairman from 1991 to 1994 and as a consultant from 1994 to
1999. In addition, Mr. Silver served as a director of Marks & Spencer plc from
1974 to 1994 and as Joint Managing Director from 1990 to 1994.
The election of the directors requires the affirmative vote of a plurality
of the Ordinary Shares voted, in person or by proxy, at the Annual Meeting.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" PROPOSAL ONE.
3
<PAGE>
Directors Whose Terms of Office Continue and Non-Director Executive Officers
The principal occupations and other biographical information of the
directors of the Company whose terms continue are as follows:
<TABLE>
<CAPTION>
Expiration of
Name Age Present Term
---- --- -------------
<S> <C> <C>
Silas K.F. Chou......................................... 54 2002
Thomas J. Hilfiger...................................... 49 2002
Joel J. Horowitz........................................ 49 2001
Ronald K.Y. Chao........................................ 61 2001
Joseph M. Adamko........................................ 68 2002
Simon Murray............................................ 60 2001
</TABLE>
Silas K.F. Chou has been Co-Chairman of the Board of the Company since 1998
and served as Chairman of the Board from 1992 to 1998. Mr. Chou has been a
Director of the Company since 1992. Mr. Chou also has served as an Executive
Director of Novel Enterprises, where he was appointed as Managing Director in
1996, for more than the past five years and as Chairman of the Board of Novel
Denim since 1996. In addition, Mr. Chou has served as Chief Executive Officer
of AIHL since 1992 and was Chairman of the Board of PJLC from 1992 to 1998.
Thomas J. Hilfiger has been a Director and Principal Designer of the Company
since 1992 and Honorary Chairman of the Board of the Company since 1994. Mr.
Hilfiger was Vice Chairman of the Board of the Company and its predecessors
from 1989 to 1994, and President of Tommy Hilfiger, Inc. from 1982 to 1989.
Mr. Hilfiger has been designing clothes under the Tommy Hilfiger trademarks
since 1984.
Joel J. Horowitz is Chief Executive Officer and President of the Company.
Mr. Horowitz has served as Chief Executive Officer since 1994 and as President
since 1995. From 1989 to 1994, Mr. Horowitz served as President and Chief
Operating Officer of the Company and its predecessors. Mr. Horowitz has been a
Director of the Company since 1992.
Ronald K.Y. Chao has been a Director of the Company since 1992. Since 1996,
Mr. Chao has been Vice Chairman of Novel Enterprises. Prior thereto, Mr. Chao
served as the Managing Director of Novel Enterprises. In addition, Mr. Chao
has served as a director of Novel Denim since February 1997.
Joseph M. Adamko has been a Director of the Company since 1993. Since 1992,
Mr. Adamko has been Vice Chairman and a director of Sterling Bancorp and
Sterling National Bank. Prior thereto, Mr. Adamko was employed by
Manufacturers Hanover Trust Company of New York in a variety of positions for
over 30 years, including most recently as a Managing Director.
Simon Murray has been a Director of the Company since 1997. From 1993 to
1997, Mr. Murray was the Executive Chairman Asia Pacific of Deutsche Bank AG.
Since 1998, Mr. Murray has been the Chairman of General Enterprise Management
Services Limited, a private equity fund management company sponsored by Simon
Murray & Company Ltd and Deutsche Bank. Mr. Murray is also a director of a
number of public companies in the Far East, including Hutchison Whampoa
Limited and Orient Overseas (International) Limited, and other companies in
Europe, including Hermes International and Vivendi S.A.
Ronald K.Y. Chao and Silas K.F. Chou are brothers.
The principal occupations and other biographical information of the
Company's non-director executive officers are as follows:
Joel H. Newman, 59, was appointed Chief Financial and Administrative Officer
and Executive Vice President of the Company in 2000. Prior thereto, Mr. Newman
served as Chief Administrative Officer and
4
<PAGE>
Executive Vice President-Finance from 1998 to 2000 and as Executive Vice
President-Operations from 1997 to 1998. Since 1993, Mr. Newman has also held
various senior operations and financial positions with Tommy Hilfiger U.S.A.,
Inc., a subsidiary of the Company ("TH USA"). Prior to joining the Company,
Mr. Newman held various senior operations and financial positions with major
companies in the apparel wholesale and retail industries.
Arthur Bargonetti, 66, has been Senior Vice President-Operations of the
Company since 1998. From 1994 to 1998, Mr. Bargonetti served as the Chief
Operating Officer and Executive Vice President of Pepe Jeans USA, Inc., a
former subsidiary of AIHL. Prior thereto, Mr. Bargonetti was the Chief
Operating Officer and Executive Vice President of Bidermann Industries U.S.A.,
Inc., a major apparel wholesaler.
Joseph Scirocco, 43, has been Senior Vice President and Treasurer of the
Company since 1997. Prior to joining the Company, Mr. Scirocco was employed in
the Retail and Consumer Products Group of Price Waterhouse LLP, where he
served as an Audit Partner since 1990.
Lawrence T.S. Lok, 43, has been Secretary of the Company and Novel
Enterprises since 1994. In addition, Mr. Lok has been Secretary of Novel Denim
since 1997. Mr. Lok has also been Deputy Financial Controller of Novel
Enterprises for more than the past five years.
Committees of the Board of Directors
The Company's Board of Directors has standing Audit and Compensation
Committees (the "Standing Committees"), but does not have a Nominating
Committee.
The Audit Committee recommends to the Board of Directors an accounting firm
to serve as the Company's independent accountants, reviews the scope and
results of the annual audit of the Company's consolidated financial
statements, reviews nonaudit services provided to the Company by the Company's
independent accountants and monitors transactions among the Company and its
affiliates. The Audit Committee currently consists of Mr. Silver, who is the
Chairman, Mr. Adamko and Mr. Murray, each of whom is independent (as defined
in Sections 303.01(B)(2)(a) and (3) of the New York Stock Exchange's listing
standards).
The Compensation Committee is responsible for supervising the Company's
compensation policies, administering the employee incentive plans, reviewing
officers' salaries and bonuses, approving significant changes in employee
benefits and recommending to the Board such other forms of remuneration as it
deems appropriate. The Compensation Committee currently consists of Mr.
Adamko, who is the Chairman, Mr. Silver and Mr. Murray.
During the 2000 fiscal year, the Board of Directors held five meetings, the
Audit Committee held two meetings and the Compensation Committee held four
meetings. Over this period, each of the Company's Directors other than Mr.
Adamko participated in at least 75% of the aggregate of (i) the total number
of meetings of the Board of Directors (held during the period for which he has
been a Director) and (ii) the total number of meetings held by all committees
of the Board of Directors on which he served (during the periods that he
served).
Director Compensation
Directors who are officers or employees of the Company or any of its
subsidiaries receive no additional compensation for their service on the Board
and its Committees. All other directors of the Company ("Non-Employee
Directors") receive the following retainers: $40,000 per annum for members of
the Board; $5,000 per annum for members of Standing Committees; and $3,000 per
annum for Chairmen of Standing Committees. The Non-Employee Directors also
receive $2,000 for attendance at each meeting of the Board or a Committee. In
addition, the Non-Employee Directors participate in the Directors Option Plan.
See "Stock Option Plans."
5
<PAGE>
Executive Compensation
The following table sets forth the compensation paid and accrued by the
Company and its subsidiaries for the fiscal years ended March 31, 2000, 1999
and 1998 to the Company's chief executive officer and the four other most
highly compensated executive officers (the "Named Executive Officers").
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Long-Term
Annual Compensation Compensation
------------------------ -----------------
Awards
-----------------
Securities
Name and Principal Fiscal Underlying All Other
Position Year Salary ($) Bonus ($) Stock Options (#) Compensation ($)
------------------ ------ ---------- ---------- ----------------- ----------------
<S> <C> <C> <C> <C> <C>
Joel J. Horowitz........ 2000 581,600 16,631,000(1) -- 5,100(2)
Chief Executive Officer 1999 540,000 15,374,000(1) -- 4,000
and President 1998 505,000 9,343,000(1) -- --
Thomas J. Hilfiger...... 2000 26,851,000(3) -- -- 5,100(2)
Honorary Chairman of 1999 22,275,000(3) -- -- 4,000
the Board and 1998 10,464,000(3) 3,500,000(4) -- --
Principal Designer
Silas K.F. Chou......... 2000 750,000(5) 750,000 -- --
Co-Chairman of the 1999 750,000(5) 1,750,000 -- --
Board 1998 750,000(5) 325,000 -- --
Lawrence S. Stroll...... 2000 750,000(6) 750,000 -- --
Co-Chairman of the 1999 750,000(6) 1,750,000 -- --
Board 1998 625,000(6) 325,000 -- --
Benjamin M.T. Ng(7)..... 2000 625,000 1,093,750 35,000 5,100(2)
Former Chief Financial 1999 257,500 1,442,500 -- 4,742
Officer and Executive 1998 250,000 700,000 10,000 4,629
Vice President--
Strategic Development
</TABLE>
--------
(1) Pursuant to an incentive plan approved by the shareholders of the Company,
Mr. Horowitz receives an annual bonus equal to 5% of the Company's
operating earnings (as defined below). See "Certain Employment
Agreements."
(2) Amount represents employer matching contribution under the Tommy Hilfiger
U.S.A. 401(k) Profit Sharing Plan.
(3) Pursuant to an employment agreement entered into prior to the Company's
initial public offering, Mr. Hilfiger receives annual salary payments
equal to $900,000 plus 1.5% of the net sales of TH USA and its
subsidiaries over $48,333,333. See "Certain Employment Agreements."
(4) This bonus is payable on a deferred basis. See "Certain Employment
Agreements."
(5) Includes 50% of the fees paid pursuant to a consulting agreement between
Tommy Hilfiger (Eastern Hemisphere) Limited, a subsidiary of the Company
("THEH"), and Fasco International, Inc. ("Fasco International"), a
subsidiary of Sportswear. See "Certain Relationships and Related
Transactions."
(6) Includes (i) 50% of the fees paid pursuant to a consulting agreement
between THEH and Fasco International, and (ii) all of the fees paid
pursuant to a consulting agreement between THEH and another affiliate of
Mr. Stroll. See "Certain Relationships and Related Transactions."
(7) Mr. Ng resigned as an executive officer and director of the Company on
June 30, 2000.
6
<PAGE>
Stock Option Grants
The following table sets forth information regarding grants of stock options
during fiscal year 2000 made to the only Named Executive Officer who has
received Company option grants.
STOCK OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
Grant Date
Individual Grants Value
------------------------------------------------------------------ ----------
Number of Percent of
Securities Underlying Total Stock Options Exercise or Grant Date
Stock Options Granted Granted to Employees Base Price Expiration Present
Name (#) in Fiscal Year ($/Sh) Date Value ($)
---- --------------------- -------------------- ----------- ----------- ----------
<S> <C> <C> <C> <C> <C>
Benjamin M.T. Ng........ 35,000(1) 0.73% 11.53125 09/30/00(1) 186,981(2)
</TABLE>
--------
(1) The stock options granted to Mr. Ng during the last fiscal year were non-
qualified options granted pursuant to the Plans. As of June 30, 2000,
7,000 of such options were exercisable. Under the terms of the Plans, as a
result of Mr. Ng's resignation on June 30, 2000, all unexercisable options
held by him on that date expired immediately and all exercisable options
held by him on that date will expire on September 30, 2000. See "Stock
Option Plans."
(2) The fair value of these options on the date of grant was estimated using
the Black-Scholes option-pricing model with the following assumptions:
volatility of 44%; risk-free interest rate of 6.7%; expected life of 5
years; and no future dividends. The dollar amount in this column is not
intended to forecast potential future appreciation, if any, of the
Ordinary Shares.
Stock Option Exercises and Fiscal Year-End Option Values
The following table sets forth information regarding stock option exercises
during fiscal year 2000 by the only Named Executive Officer who has received
Company option grants, and the values of such officer's unexercised options as
of March 31, 2000.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL
YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
Number of Securities Value of Unexercised
Shares Underlying Unexercised In-The-Money
Acquired on Stock Options at Stock Options at
Exercise Value Fiscal Year-End (#) Fiscal Year-End ($)
Name (#) Realized ($) Exercisable/Unexercisable Exercisable/Unexercisable
---- ----------- ------------ ------------------------- -------------------------
<S> <C> <C> <C> <C>
Benjamin M.T. Ng........ 120,000 3,122,738 60,000/45,000 0/103,906
</TABLE>
Certain Employment Agreements
Subsidiaries of the Company had employment agreements with Messrs. Hilfiger
and Horowitz during fiscal year 2000.
The employment agreement with Tommy Hilfiger, the Company's Honorary
Chairman of the Board and Principal Designer, provides for his employment as
the designer of all products carrying the Tommy Hilfiger trademarks until his
death, disability or incompetence. Mr. Hilfiger receives an annual base salary
of $900,000, subject to adjustments. If net sales of TH USA and its
subsidiaries are less than $48,333,333 in any year, Mr. Hilfiger's base salary
for such year is reduced by 1.5% of such shortfall, to not less than $500,000.
If net sales are greater than $48,333,333 in any fiscal year, Mr. Hilfiger
receives an additional payment equal to 1.5% of such excess. If Mr. Hilfiger
terminates his employment without the consent of TH USA other than by reason
of his death, disability or incompetence, TH USA will have no further
obligations under the agreement. The employment agreement provides that TH USA
and its subsidiaries cannot enter into any line of business without
7
<PAGE>
the consent of Mr. Hilfiger if he shall reasonably determine that such line of
business would be detrimental to the Tommy Hilfiger trademarks.
The employment agreement with Mr. Horowitz provides for his employment as
Chief Executive Officer of the Company and TH USA until March 31, 2004. The
agreement provided for an annual base salary in fiscal year 2000 of $581,600.
The base salary is subject to increase each year by the average percentage
increase for all employees of TH USA.
Beginning in fiscal 1995, the Company became subject to Section 162(m) of
the Internal Revenue Code of 1986, as amended (the "Code"), under which public
companies are not permitted to deduct annual compensation paid to certain
executive officers in excess of $1,000,000 per executive, unless such excess
is paid pursuant to an arrangement based upon performance and approved by
shareholders and provided that the other requirements set forth in Section
162(m) and related regulations are met. Payments required to be made pursuant
to the aforementioned employment agreement with Mr. Hilfiger, which was
entered into prior to the effective date of Section 162(m), are not subject to
such restrictions.
On August 6, 1998, the Company's Compensation Committee approved and the
Board of Directors adopted, and on November 2, 1998, the shareholders
approved, the renewal of the Tommy Hilfiger U.S.A., Inc. Supplemental
Executive Incentive Compensation Plan (the "SEIC Plan"), which was scheduled
to terminate on April 1, 1999, for each of the five fiscal years in the period
ending March 31, 2004. The purpose of the SEIC Plan is to provide a
significant and flexible economic opportunity to Mr. Horowitz, Chief Executive
Officer and President of the Company and Chief Executive Officer of TH USA, in
an effort to reward his contribution to the Company and its subsidiaries. The
SEIC Plan is administered by the Company's Compensation Committee and provides
for a cash award to Mr. Horowitz equal to 5% of the Company's consolidated
earnings before depreciation, interest on financing of fixed assets, non-
operating expenses and taxes ("operating earnings"). Awards under the plan are
calculated and paid quarterly based on 3.75% of operating earnings for the
first three fiscal quarters, with the remaining amount of the bonus (based on
the 5% rate) payable at the end of the fiscal year. The amount of the award is
reduced by the amount of any other bonuses paid or payable under any
employment or bonus agreement between the Company or TH USA and Mr. Horowitz.
The SEIC Plan does not contain any cap on the maximum amount of the bonus
payable thereunder. The SEIC Plan bonus payable to Mr. Horowitz in respect of
fiscal year 2000 was $16,631,000. While the Company believes that compensation
payable pursuant to the SEIC Plan will be deductible for federal income tax
purposes pursuant to Section 162(m), there can be no assurance in this regard.
The employment agreements with Messrs. Hilfiger and Horowitz also provide
that such executives are eligible to receive additional annual bonuses at the
discretion of TH USA's Board of Directors or Compensation Committee. If,
however, compensation is awarded based on an arrangement that does not satisfy
the requirements of Section 162(m), the Company would not be allowed to deduct
for tax purposes any payments in excess of the $1,000,000 limitation. The
Compensation Committee approved a discretionary bonus of $3,500,000 for
Mr. Hilfiger in fiscal year 1998, which was granted on a deferred basis as
described below (the "Deferred Bonus").
The Deferred Bonus (and any interest accrued thereon) will be paid in annual
installments on the last day of each fiscal year of the Company in the largest
possible amounts that can be paid, after taking into account any base salary
and other compensation in that fiscal year which would be counted for purposes
of Section 162(m), and still be fully deductible under such regulations. The
unpaid portion of the Deferred Bonus accrues interest at a rate equal to TH
USA's bank borrowing rate. While the Company believes that such Deferred Bonus
payments will be deductible for federal income tax purposes pursuant to
Section 162(m), there can be no assurance in this regard.
Stock Option Plans
Tommy Hilfiger U.S.A. and Tommy Hilfiger (Eastern Hemisphere) Limited 1992
Stock Incentive Plans
In September 1992, the Company and its subsidiaries adopted stock options
plans (collectively, the "Plans") authorizing the issuance of an aggregate of
up to 5,940,000 Ordinary Shares to directors, officers and
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employees of the Company and its subsidiaries. Through March 2000, a total of
13,500,000 additional Ordinary Shares were authorized and reserved for
issuance under the Plans. The number of Ordinary Shares subject to the Plans
is subject to certain adjustments as provided in the Plans.
Currently, over half of the full-time employees of the Company and its
subsidiaries are participants in the Plans. Messrs. Chou, Stroll, Hilfiger,
Horowitz and Chao are not eligible for grants under the Plans.
The Plan for employees of TH USA and its subsidiaries is administered by the
Compensation Committee of the Board of Directors of TH USA and the Plan for
employees of the Company's Far East subsidiaries is administered by the
Company's Compensation Committee. Under the Plans, awards may include stock
options, stock appreciation rights and restricted stock. An option or right
granted under the Plans must have an exercise price of not less than market
value at the date of grant.
Options may be exercisable at such times, in such amounts, in accordance
with such terms and conditions and subject to such restrictions as are set
forth in the option agreement evidencing the grant of such options. In
addition, the grants may provide for acceleration or immediate vesting in the
event of a change of control of the Company or its subsidiaries.
Non-Employee Directors Stock Option Plan
In August 1994, the Board of Directors and shareholders of the Company
approved the Tommy Hilfiger Corporation Non-Employee Directors Stock Option
Plan (the "Directors Option Plan"). Options for up to 400,000 Ordinary Shares,
subject to certain adjustments, may be granted under the Directors Option
Plan. Each director who is not an officer or employee of the Company or any
subsidiary of the Company (a "Non-Employee Director") receives an initial
stock option to purchase 20,000 Ordinary Shares, and subsequent annual grants
of options to purchase 2,000 Ordinary Shares, in each case at a price equal to
the fair market value at the time of the grant of the Ordinary Shares subject
to such stock option.
The Directors Option Plan is administered by the Company's Compensation
Committee. However, grants of stock options to participants under the Plan and
the amount, nature and timing of the grants are not subject to the
determination of such committee.
The term of each stock option granted under the Directors Option Plan is 10
years unless earlier terminated by termination of the director status of a
Non-Employee Director, and the stock options are exercisable in equal
installments over five years from the date of grant.
Compensation Committee Interlocks and Insider Participation
The Compensation Committee consists of Mr. Adamko, who is the Chairman, Mr.
Silver and Mr. Murray.
Sportswear, a British Virgin Islands corporation, is indirectly 50% owned by
Westleigh, a British Virgin Islands corporation privately owned by members of
the Chao family (including Messrs. Silas K.F. Chou, Co-Chairman of the Board
and a Director of the Company, and Ronald K.Y. Chao, a Director of the
Company) and an affiliate of Novel Enterprises, and 50% owned by Flair, a
British Virgin Islands corporation in which Mr. Stroll, Co-Chairman of the
Board and a Director of the Company, has an indirect beneficial ownership
interest. AIHL is owned 67.9% by Sportswear, 21.825% by Mr. Hilfiger, Honorary
Chairman of the Board, Principal Designer and a Director of the Company,
7.275% by Mr. Horowitz, Chief Executive Officer, President and a Director of
the Company, and 3% by an affiliate of Mr. Chou (the "Chou Affiliate").
Mr. Ma, a Director of the Company, may have certain economic interests based
on the performance of AIHL and its affiliates. Novel Enterprises and its
affiliates also hold other interests in the apparel industry, including an
approximately 49% ownership interest in Novel Denim.
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Messrs. Chou, Stroll, Hilfiger, Horowitz and Ma are executive officers and
directors of AIHL. Mr. Ng, a former executive officer and director of the
Company, was an executive officer and director of AIHL during the Company's
last fiscal year. Messrs. Chou and Stroll are executive officers and directors
of Sportswear and Mr. Chao is a director of Sportswear. Messrs. Chou and Chao
are directors of Westleigh. Messrs. Chou, Chao and Ma are executive officers
and directors of Novel Enterprises. Mr. Chou is an executive officer, director
and Chairman of the compensation committee of Novel Denim. Mr. Chao is a
director of Novel Denim and Mr. Ma is an executive officer and director of
Novel Denim.
Certain Relationships and Related Transactions
Certain relationships and transactions between the Company and certain
directors and officers of the Company and certain of their affiliates are
described below.
The Company is a party to a lock-up agreement (the "Lock-Up Agreement") and
a registration rights agreement (the "Registration Rights Agreement"), in each
case with AIHL, the Chou Affiliate, Sportswear, Westleigh, Flair, Mr. Hilfiger
and Mr. Horowitz (collectively, the "AIHL Affiliates"), relating to the
18,091,860 Ordinary Shares paid by the Company as part of the purchase price
consideration for the May 8, 1998 acquisition (the "Acquisition") of its
womenswear, jeanswear and Canadian licensees (the "Purchase Price Shares").
The Lock-Up Agreement prohibited the transfer of the Purchase Price Shares
until May 8, 2000, and imposes additional restrictions until May 8, 2003 on
transfers of the shares as a block, subject to certain exceptions. Under the
Registration Rights Agreement, the AIHL Affiliates, along with their
successors and permitted transferees under the Lock-Up Agreement, have the
right to require the Company to register sales of the Purchase Price Shares.
At the time of the Acquisition, Messrs. Chou and Stroll also entered into a
non-competition agreement with the Company restricting their ability to
compete in the United States or Canada with the womenswear and jeanswear
businesses until May 8, 2002.
The Company is party to a geographic license agreement for Europe and
certain other countries with Tommy Hilfiger Europe B.V., a subsidiary of AIHL.
Under this agreement, the licensee pays Tommy Hilfiger Licensing, Inc., a
subsidiary of the Company ("THLI"), a royalty based on a percentage of the
value of licensed products sold by the licensee. Except with the approval of
THLI, all products sold by or through the licensee must be purchased through
THEH or TH USA pursuant to buying agency agreements. Under these agreements,
THEH and TH USA are paid a buying agency commission based on a percentage of
the cost of products sourced through them. For the fiscal year ended March 31,
2000, results of operations include $6,372,000 of royalties and commissions
under this arrangement.
The Company is party to a geographic license agreement for Japan with Novel-
ITC Licensing Limited ("NIL"), a company jointly controlled by Itochu
Corporation and Novel Enterprises. Mr. Stroll indirectly owns a 3.5% equity
interest in NIL. Under the license agreement, NIL pays THLI a royalty based on
a percentage of the value of licensed products sold by THMJ Incorporated
("THMJ"), NIL's sublicensee. Novel Enterprises and its affiliates and Messrs.
Stroll, Hilfiger and Horowitz indirectly own equity interests of 15.2%, 15.2%,
9.7% and 3.2%, respectively, in THMJ. Except with the approval of THLI, all
products sold by or through NIL or THMJ must be purchased through THEH or TH
USA pursuant to buying agency agreements. Under these agreements, THEH and TH
USA are paid a buying agency commission based on a percentage of the cost of
products sourced through them. Pursuant to this arrangement, royalties and
commissions totaled $3,429,000 during fiscal 2000.
TH USA purchases finished goods in the ordinary course of business from
affiliates of Novel Enterprises. Such purchases amounted to $64,670,000 during
the fiscal year ended March 31, 2000. In addition, contractors of the Company
purchase raw materials in the ordinary course of business from affiliates of
Novel Enterprises pursuant to the Company's designation of such sources as
acceptable suppliers. Such purchases amounted to $9,364,000 during the fiscal
year ended March 31, 2000.
The Company sells merchandise in the ordinary course of business to a retail
store that is owned by Mr. Hilfiger's sister. Sales to this customer amounted
to approximately $522,000 during fiscal 2000.
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In April 1999, TH USA sold to Mr. Hilfiger a whole life insurance policy
under which he is the named insured for its cash surrender value of $290,000.
THEH has a consulting agreement with Fasco International, an affiliate of
Messrs. Chou and Stroll. The fees under this agreement totaled $500,000 during
fiscal 2000.
THEH has a consulting agreement with another affiliate of Mr. Stroll. THEH
paid fees under this Agreement of $500,000 in fiscal 2000.
Under the terms of an agreement with Novel Enterprises, THHK reimburses
Novel Enterprises for certain general and administrative expenses incurred by
it on behalf of THHK. Payments made to Novel Enterprises under this Agreement
for the fiscal year ended March 31, 2000 were $401,000.
The Audit Committee of the Board of Directors monitors and approves
transactions between the Company and its affiliates to seek to provide that
such transactions are on terms which are no less favorable as a whole to the
Company than could be obtained from unaffiliated parties.
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COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Compensation Committee of the Board of Directors is responsible for
reviewing and approving the Company's compensation policies and the
compensation paid to its executive officers, including the Named Executive
Officers. The Committee is currently comprised of Messrs. Joseph M. Adamko,
who serves as Chairman, Clinton V. Silver and Simon Murray.
General Policies Regarding Compensation of Executive Officers
In establishing compensation and benefit levels for executive officers, the
Committee seeks to (i) attract and retain individuals of superior ability and
managerial talent, (ii) motivate executive officers to increase Company
performance and (iii) reward executives for exceptional individual
contributions to the achievement of the Company's business objectives. The
Company's compensation structure consists of base salary, variable annual cash
bonuses and stock based long-term incentive awards in the form of stock
options.
In determining salary and bonus levels for executive officers, the Committee
reviews certain Company performance factors, including net revenue, operating
earnings, net income and net profit margin. Performance is measured in terms
of both quantitative and qualitative goals at the corporate, departmental and
individual levels.
Cash compensation levels, including salary and bonus, of certain of the
Company's executive officers, including certain of the Named Executive
Officers, are determined based upon the amounts and formulas prescribed by
each such executive's employment agreement, as well as the SEIC Plan approved
by the Company's shareholders. See "Certain Employment Agreements." These
employment agreements are generally long-term with a view toward achieving
consistency at the higher levels of the Company's management ranks, and
contain variable salary and bonus structures that directly link the
compensation paid to certain executive officers to the Company's satisfactory
achievement of certain performance goals. Performance-based compensation is
generally determined based upon the attainment of certain annual net revenue,
operating earnings and net profit margin thresholds. Such bonus payments,
other than bonus payments prescribed by the employment agreements and the SEIC
Plan, are generally at the discretion of the Committee and may be reduced from
the amounts prescribed by the formulas if, in the determination of the
Committee, such an adjustment is warranted.
Long-term incentive compensation of the Company's executive officers
generally takes the form of stock option grants. These grants are available
under the Plans and may be utilized to provide incentives to certain of the
Company's executive officers, as well as the majority of its employees. See
"Stock Option Plans." The objective of such grants is to align the long-term
interests of the Company's executives with those of its shareholders. The
Committee has the responsibility of overseeing stock option grants to eligible
executive officers and employees of the Company.
Compensation levels are analyzed by the Committee from time to time through
an assessment of prevailing compensation levels among the Company's
competitors. The Company's competitors, for this purpose, include certain of
the companies included in the industry index used for comparison with the
Company's performance in the cumulative total shareholder return graph which
follows this report, as well as other companies which, in the Committee's
view, compete with the Company for executive talent. These competitors may
also include non-public companies and companies in related industries such as
retailing or general apparel manufacturing. In selected cases, the Committee
has believed that exceptional executive talent may only be attracted and
retained by compensation at the high end of prevailing levels among the
Company's competitors.
While the Committee has a policy of seeking, in all material respects, to
maintain full deductibility of executive compensation within the guidelines of
Section 162(m) of the Code, the Committee has retained the flexibility to
structure compensation arrangements that are not fully deductible under
Section 162(m) where the Committee determines, based upon its business
judgment, that such arrangements are in the best interests of the Company and
its shareholders.
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Fiscal Year 2000 Compensation
Pursuant to Mr. Hilfiger's employment agreement, which has been in effect
since 1989, his annual cash compensation is based on a percentage of the
Company's net sales and, accordingly, year-to-year increases in his
compensation are tied to increases in such sales. The Company's net revenue
increased 20.8% in fiscal year 2000, which increase was largely due to the
success of Mr. Hilfiger's designs, his development of the Tommy Hilfiger brand
and image across an increasingly broad range of in-house and licensed products
and his insight into the direction of fashion industry trends. The Committee
has reviewed other compensation arrangements in the apparel industry that are
based on a percentage of net sales and has determined that Mr. Hilfiger's
compensation, while at the high end of the range in terms of total dollars
paid, is not unreasonable in terms of the percentage paid. See "Certain
Employment Agreements." In addition, the Committee noted that Mr. Hilfiger is
not eligible for stock option awards under the Plans.
Messrs. Chou and Stroll received base salary compensation pursuant to
employment and consulting arrangements, as well as discretionary bonus awards.
Mr. Ng received base salary and bonus compensation pursuant to an employment
arrangement, as well as a discretionary bonus award. In light of the Company's
decline in net profit margin in fiscal 2000 as compared to historical levels,
the discretionary bonus awards to these executives were significantly reduced
from 1999 levels. Overall, such compensation represents, in the opinion of the
Committee in light of industry standards, compensation commensurate with their
respective contributions to the continued growth, profitability and strategic
direction of the Company.
Compensation of the Chief Executive Officer
Joel J. Horowitz is the Chief Executive Officer and President of the
Company. The fiscal year 2000 base salary of $581,600 represents a 7.7%
increase over the prior year and is consistent with the average increase given
to all employees of the Company. Mr. Horowitz's fiscal year 2000 performance-
based compensation, which is determined in accordance with the SEIC Plan
approved by the shareholders of the Company, is based on a percentage of
operating earnings less the amount of any other bonuses paid or payable under
any employment or bonus agreement between the Company or TH USA and Mr.
Horowitz. Mr. Horowitz received a bonus of $16,631,000 under this arrangement
in respect of fiscal year 2000. See "Certain Employment Agreements."
The Committee believes that the total fiscal year 2000 compensation payable
to Mr. Horowitz, while at the high end of the range for the Company's
competitors, is consistent with the Company's executive compensation
philosophy described above. The Committee noted in this regard that Mr.
Horowitz is not eligible for stock option awards under the Plans.
COMPENSATION COMMITTEE
Joseph M. Adamko, Chairman
Clinton V. Silver
Simon Murray
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COMPARISON OF CUMULATIVE TOTAL SHAREHOLDER RETURN
The following graph compares the cumulative total shareholder return on the
Company's Ordinary Shares over a 5-year period with that of (i) the S&P 500
Index and (ii) the S&P Textiles Index, assuming in each case an investment of
$100 on March 31, 1995 and reinvestment of all dividends.
[Performance Graph]
Tommy Hilfiger S&P 500 Index S&P Textiles
Corporation Index
3/31/1995 100 100 100
3/31/1996 209 132 117
3/31/1997 238 158 159
3/31/1998 273 234 184
3/31/1999 313 278 137
3/31/2000 132 327 98
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SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), requires the Company's officers and directors, and certain
persons who own more than 10% of a registered class of the Company's equity
securities (collectively, "Reporting Persons"), to file reports of ownership
and changes in ownership ("Section 16 Reports") with the SEC and the New York
Stock Exchange. Reporting Persons are required by SEC regulation to furnish
the Company with copies of all Section 16 Reports they file.
Based solely on its review of the copies of such Section 16 Reports received
by it, or written representations received from certain Reporting Persons, the
Company believes that all Section 16(a) filing requirements applicable to the
Company's Reporting Persons during and with respect to the fiscal year ended
March 31, 2000 have been complied with on a timely basis.
PROPOSAL TWO: APPOINTMENT OF AUDITORS
The Board of Directors has selected the firm of PricewaterhouseCoopers LLP
as independent accountants to audit the accounts of the Company for the 2001
fiscal year, subject to approval by shareholders. The affirmative vote of a
majority of the Ordinary Shares voting, in person or by proxy, on the proposal
at the Annual Meeting is required for such approval.
PricewaterhouseCoopers LLP and one of its predecessors, Price Waterhouse
LLP, have served as independent accountants for the Company since 1992. A
representative of PricewaterhouseCoopers LLP will attend the Annual Meeting
and will have the opportunity to make a statement and respond to appropriate
questions from shareholders.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" PROPOSAL TWO.
PROPOSALS OF SHAREHOLDERS
Shareholder proposals intended to be included in the Company's Proxy
Statement for the 2001 Annual Meeting of Shareholders pursuant to Rule 14a-8
of the Exchange Act must be received by the Company by May 25, 2001. Proposals
for the 2001 Annual Meeting of Shareholders submitted outside the processes of
Rule 14a-8 will be considered untimely for purposes of Rule 14a-4(c) of the
Exchange Act if not received by the Company by August 8, 2001.
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OTHER MATTERS
The Board does not know of any other business that may be presented for
consideration at the Annual Meeting. If any business not described herein
should come before the Annual Meeting, the persons named in the enclosed Proxy
Card will vote on those matters in accordance with their best judgment.
The Company's Annual Report on Form 10-K for the fiscal year ended March 31,
2000, and its Quarterly Report on Form 10-Q for the quarter ended June 30,
2000, in each case exclusive of exhibits, will be mailed without charge to any
shareholder entitled to vote at the Annual Meeting, upon written request to
Tommy Hilfiger U.S.A., Inc., 25 West 39th Street, New York, New York 10018,
Attn: Investor Relations.
By order of the Board of Directors
LAWRENCE T.S. LOK
Secretary
Hong Kong
September 22, 2000
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TOMMY HILFIGER CORPORATION
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS FOR THE
2000 ANNUAL MEETING OF SHAREHOLDERS--OCTOBER 30, 2000
The undersigned hereby appoints Silas K.F. Chou and Joel J. Horowitz, and each
of them, with full power of substitution, for and in the name of the undersigned
to vote all Ordinary Shares, par value $.01 per share, of Tommy Hilfiger
Corporation, a British Virgin Islands corporation, that the undersigned would be
entitled to vote if personally present at the 2000 Annual Meeting of
Shareholders, to be held at PricewaterhouseCoopers, The Financial Services
Centre, Bishop's Court Hill, St. Michael, Barbados, on Monday, October 30, 2000
at 12:00 noon, local time, and at any adjournment thereof, upon the matters
described in the Notice of Annual Meeting and Proxy Statement dated September
22, 2000, receipt of which is hereby acknowledged, subject to any direction
indicated on the reverse side of this card and upon any other business that may
properly come before the meeting or any adjournment thereof, hereby revoking any
proxy heretofore executed by the undersigned to vote at said meeting.
This proxy is being solicited by the Board of Directors of Tommy Hilfiger
Corporation. THIS PROXY WILL BE VOTED AS DIRECTED. IF NO DIRECTION IS INDICATED,
THIS PROXY WILL BE VOTED "FOR" PROPOSALS 1 AND 2 AND, WITH RESPECT TO ITEM 3, AS
SAID PROXIES, AND EACH OF THEM, MAY DETERMINE.
CONTINUED AND TO BE SIGNED ON REVERSE SIDE SEE REVERSE
SIDE
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<CAPTION>
____________________________________________________________________________________________________________________________________
<S> <C>
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" PROPOSALS 1 AND 2. Please mark
your votes as [X]
indicated in
this example
1. Election of Directors. NOMINEES: L.S. Stroll, L.M.Y. Ma, C.V. Silver
FOR all nominees WITHHOLD
listed to the right AUTHORITY (INSTRUCTIONS: To withhold authority to vote for any individual nominee,
(except as marked to vote for all nominees write that nominee's name in the space provided below.)
to the contrary) listed to the right
[__] [__] _______________________________________________________________________________
2. Ratification of Appointment of Auditors. 3. In their discretion on such other matters as may properly come before the
meeting or any adjournment thereof.
FOR AGAINST ABSTAIN
[__] [__] [__]
NOTE: Please date and sign this proxy exactly as
your name appears hereon. In the case of joint
owners, each joint owner should sign. When
signing in a fiduciary or representative
capacity, please give your full title. If this
proxy is submitted by a corporation or
partnership, it should be executed in the full
corporate or partnership name by a duly
authorized person.
Dated: __________________________________, 2000
______________________________________________
Signature
______________________________________________
Signature
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