<PAGE>
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X] Filed by a party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary proxy statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive proxy statement
[ ] Definitive additional materials
[ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
HARBOR BANKSHARES CORPORATION
(Name of Registrant as Specified in Its Charter)
Teodoro J. Hernandez, Vice President and Treasurer
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on the 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>
HARBOR BANKSHARES CORPORATION
NOTICE OF 2000 ANNUAL MEETING OF STOCKHOLDERS
Important- Your Proxy is Enclosed
You are urged to sign and return the enclosed proxy promptly. If you attend the
Annual Meeting and decide that you wish to vote in person or for any other
reason desire to revoke your proxy, you can do so at any time prior to its use.
-1-
<PAGE>
HARBOR BANKSHARES CORPORATION
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD APRIL 19, 2000
To the Stockholders of Harbor Bankshares Corporation:
Notice is hereby given that the Annual Meeting of Stockholders of Harbor
Bankshares Corporation (the "Company") will be held at Harbor Inn - Pier 5
Hotel, 711 Eastern Avenue, Baltimore, Maryland 21202, on Wednesday, April 19,
2000, at 12:00 noon, for the following purposes:
1. To elect five directors of the Company to serve for three-year
terms and one director of the Company to serve for a two-year term, and
until their respective successors are elected and have qualified.
2. To transact such other business as may properly come before the
meeting.
Only stockholders of record at the close of business on March 6, 2000 are
entitled to notice of and to vote at the annual meeting or any adjournments
thereof.
BY ORDER OF THE BOARD OF DIRECTORS
Baltimore, Maryland George F. Vaeth, Jr.
March 20, 2000 Corporate Secretary
<PAGE>
PROXY STATEMENT
INTRODUCTION
This proxy statement is furnished on or about March 20, 2000 to
stockholders of Harbor Bankshares Corporation (the "Company") in connection with
the solicitation of proxies by the Company's Board of Directors to be used at
the annual meeting (the "Annual Meeting") of stockholders to be held at Harbor
Inn - Pier 5 Hotel, 711 Eastern Avenue, Baltimore, Maryland 21202, on
Wednesday, April 19, 2000 at 12:00 noon and at any adjournments thereof. The
purposes of the Annual Meeting are set forth in the accompanying notice of the
annual meeting of stockholders.
Proxies and Voting
The accompanying proxy is solicited by the Board of Directors of the
Company. The Board of Directors has selected Joseph Haskins, Jr. and George F.
Vaeth, Jr., or either of them, to act as proxies with full power of
substitution. Any stockholder executing a proxy has the power to revoke the
proxy at any time before it is voted. This right of revocation is not limited
or subject to compliance with any formal procedure. Any stockholder may attend
the meeting and vote in person whether or not he or she has previously given a
proxy.
The cost of solicitation of proxies and preparation of proxy materials will
be borne by the Company. The solicitation of proxies will generally be by mail
and by directors, officers and employees of the Company and its subsidiary, The
Harbor Bank of Maryland (the "Bank"), without additional compensation to them.
In some instances solicitation may be made by telephone or telegraph, the costs
of which will be borne by the Company. The Company may also reimburse brokers,
custodians, nominees and other fiduciaries for reasonable out-of-pocket and
clerical expenses for forwarding proxy materials to their principals.
The Annual Report of the Company, including financial statements for the
fiscal year ended December 31, 1999, is being mailed to the Company's
stockholders concurrently with this proxy statement.
Interested stockholders may obtain without charge, a copy of the Company's
Form 10-KSB, as filed with the Securities and Exchange Commission, upon written
request to Teodoro J. Hernandez, Treasurer, Harbor Bankshares Corporation, 25
West Fayette Street, Baltimore, Maryland 21201.
OUTSTANDING SHARES AND VOTING RIGHTS
Only stockholders of record at the close of business on March 6, 2000 will
be entitled to vote at the Annual Meeting. As of such date, there were
outstanding and entitled to vote 656,244 shares of common stock, par value $.01
per share (the "Common Stock"), of the Company each of which is entitled to one
vote at the Annual Meeting. Cumulative voting is not permitted for the election
of directors.
-2-
<PAGE>
ELECTION OF DIRECTORS
The charter and by-laws of the Company provide that the directors shall be
classified into three classes as equal in number as possible, with each director
serving a three year term. Currently, there are 14 members of the Board of
Directors. The first and second classes each consists of five directors and the
third class consists of four directors. The terms of the directors of the
second class expire in April 2000.
Directors are elected by a plurality of the votes cast by the holders of
shares of Common Stock present in person or represented by proxy at the meeting
with a quorum present. Abstentions and broker non-votes are not considered to
be votes cast.
Nominees
Unless otherwise indicated in the enclosed proxy, the persons named in such
proxy intend to nominate and vote for the election of the following six nominees
for the office of director of the Company, to serve as directors for three
years, and in the case of John David Ryder, for two years, or until their
respective successors have been duly elected and qualified. All such nominees
are currently serving as directors. The Board of Directors is not aware that
any nominee named herein will be unable or unwilling to accept nomination or
election. Should any nominee for the office of director become unable to accept
nomination or election, the persons named in the proxy will vote for the
election of such other persons, if any, as the Board of Directors may recommend.
The names and ages of persons nominated by the Board of Directors, their
principal occupations and business experience for the past five years, the
number of shares of Common Stock of the Company beneficially owned by them on
March 6, 2000, and certain other information are set forth below.
Name of Nominee Information Regarding Nominee
- --------------- -----------------------------
Nominees for Directors to be elected at the 2000 Annual Meeting
to serve until the 2003 Annual Meeting (Class II)
Sachinda Gupta Mr. Gupta is 55 years old and has served as a
director of the Company since its formation in
1992 and of the Bank since 1989. He is President
of Earth Engineering Sciences, Inc., an
engineering company.
17,619 shares (2.65%)/(1)(2)/
Nathaniel Higgs Reverend Higgs is 69 years old and has served as a
director of the Company since its formation in
1992 and of the Bank since 1981. He is Pastor of
Southern Baptist Church.
9,505 shares (1.43%)/(1)(3)(4)/
-3-
<PAGE>
Delores G. Kelley Dr. Kelley is 63 years old and has served as a
director of the Company since its formation in
1992 and of the Bank since 1980. She is a Senator
in the Maryland State Senate.
20,536 shares (3.06%)/(5)(6)/
Erich March Mr. March is 48 years old and has served as a
director of the Company since its formation in
1992 and of the Bank since 1981. He is Vice
President of March Funeral Homes, Inc.
29,253 shares (4.36%)/(1)(5)(7)/
Stanley W. Tucker Mr. Tucker is 52 years old and has served as a
director of the Company and of the Bank since
1996. He is Managing General Partner of MMG
Ventures L.P. (an investment management company).
53,526 shares (8.07%)/(1)(3)(8)/
Nominee for Director to be elected at the 2000 Annual Meeting
to serve until the 2002 Annual Meeting (Class I)
John David Ryder Mr. Ryder is 52 years old and has served as a
director of the Company and the Bank since January
2000. He is currently President and Chief
Operating Officer of Metro Food Markets, a super
market chain.
3,000 shares (.46%)
Continuing Directors
The following information is provided with respect to directors who will
continue to serve as directors of the Company until the expiration of their
terms at the times indicated.
Directors to serve until the 2001 Annual Meeting (Class III)
Stephen A. Geppi Mr. Geppi is 50 years old and has served as a
director of the Company and of the Bank since
1996. He is President and Chief Executive Officer
of Diamond Comic Distributors, Inc., a distributor
of comic books.
13,080 shares (1.97%)/(3)/
-4-
<PAGE>
John Paterakis Mr. Paterakis is 71 years old and has served as a
director of the Company since its formation in
1992 and of the Bank since 1982. He is President
and Chief Executive Officer of H & S Bakery, Inc.
and Northeast Foods, Inc.
57,625 shares (8.60%)/(9)(10)/
Edward St. John Mr. St. John is 61 years old and has served as a
director of the Company since its formation in
1992 and of the Bank since 1990. He is President
and Chief Executive Officer of M.I.E. Investment
Company, a real estate development company.
11,080 shares (1.67%)/(11)/
George F. Vaeth, Jr. Mr. Vaeth is 66 years old and has served as a
director of the Company since its formation in
1992 and of the Bank since 1981. He has served as
Secretary of the Company since its formation and
of the Bank since 1982. He is President of George
Vaeth Associates, Inc. (architects).
21,855 shares (3.26%)/(1)(5)/
Directors to serve until the 2002 Annual Meeting (Class I)
James H. DeGraffenreidt, Jr. Mr. DeGraffenreidt is 46 years old and has served
as a director of the Company and of the Bank since
1996. He is President and Chief Operating Officer
of Washington Gas Light Company, distributors of
natural gas.
13,875 shares (2.07%)(12)
Joe Louis Gladney Mr. Gladney is 65 years old and has served as a
director of the Company since its formation in
1992 and of the Bank since 1982. He is President
of Gladney Transportation & Oil Company (heating
oil sales and bus transportation).
38,618 shares (5.82%)/(3)/
Louis J. Grasmick Mr. Grasmick is 70 years old and has served as a
director of the Company since its formation in
1992 and of the Bank since 1982. He is Chief
Executive Officer of Grasmick Lumber Company, Inc.
23,103 shares (3.45%)/(5)(13)/
-5-
<PAGE>
Joseph Haskins, Jr. Mr. Haskins is 52 years old and has served as a
director of the Company since its formation in
1992 and of the Bank since 1980. He has served as
President and Chief Executive Officer of the
Company since its formation in 1992 and of the
Bank since 1986, and Chairman of the Board of the
Company and the Bank since 1995.
53,645 shares (7.99%)/(1)(14)/
Beneficial ownership of
Common Stock of all
directors and executive
officers as a group
(20 persons) 387,801 shares (47.51%)/(15)/
- ----------------
/(1)/ Member of the Audit Committee of the Bank.
/(2)/ Includes currently exercisable options to purchase 9,053 shares.
/(3)/ Includes currently exercisable options to purchase 7,026 shares.
/(4)/ Includes 2,327 shares owned jointly by Reverend Higgs and his wife. Does
not include 13,517 shares owned by a religious organization over which
Reverend Higgs has the power to vote.
/(5)/ Includes currently exercisable options to purchase 14,053 shares.
/(6)/ Includes 611 shares owned by Dr. Kelley and her husband.
/(7)/ Includes 15,242 shares owned by a corporation over which Mr. March has
the power to vote.
/(8)/ Includes 46,466 shares under the name of MMG Ventures L.P.
/(9)/ Includes 32,426 shares owned by three corporations controlled by Mr.
Paterakis, J and B Associates Inc., 16,213 shares, H & S Bakery, Inc.,
6,080 shares, and Northeast Food Inc., 10,133 shares, and 11,146 shares
owned by Paterakis Limited Partnership, LLP.
/(10)/ Includes currently exercisable options to purchase 13,753 shares.
/(11)/ Includes currently exercisable options to purchase 5,000 shares.
/(12)/ Includes currently exercisable options to purchase 12,026 shares.
/(13)/ Includes 3,796 shares owned jointly by Mr. Grasmick and his son.
-6-
<PAGE>
/(14)/ Includes currently exercisable options to purchase 15,066 shares. Also
includes 459 shares owned jointly with Mrs. Haskins.
/(15)/ Includes exercisable options to purchase 160,013 shares held by all
executive officers and directors as a group.
Board and Committee Meetings
The Board of Directors of the Company held 12 meetings during 1999. With
the exception of Stephen A. Geppi and Joe Louis Gladney, who attended 33% and
50% of the meetings, respectively, each director attended at least 75% of the
meetings of the Board of Directors and committees of the Company.
The Board of Directors of the Company has not established any standing
committees other than the Executive Committee. The Executive Committee, which
is currently composed of Messrs. Paterakis (Chairman), Haskins, DeGraffenreidt,
Grasmick, March and Vaeth and Dr. Kelley, met 23 times during 1999. The
Executive Committee generally has the authority to exercise all of the powers of
the Board of Directors in the management and direction of the affairs of the
Company, subject to specific directions of the Board of Directors and the
limitations of the Maryland General Corporation Law.
The Audit Committee of the Bank meets with the Company's independent
accountants to review whether satisfactory accounting procedures are being
followed and whether internal accounting controls are adequate, and to inform
itself with regard to non-audit services performed by the independent
accountants. During 1999, the directors designated by note (1) above were
members of the Audit Committee, which met four times.
Compensation of Directors and Executive Officers
The following table shows compensation paid to the chief executive officer
of the Company for the three years ended December 31, 1997, 1998, and 1999. No
other executive officer received total annual salary and bonus in excess of
$100,000 during such period.
<TABLE>
<CAPTION>
Annual Compensation
-----------------------------
Annual All Other
Name and Position Year Salary Bonus/(1)/ Compensation/(2)/
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Joseph Haskins, Jr. 1999 $173,952 $ -- $6,961
Chairman, President and 1998 165,375 50,313 6,961
CEO 1997 157,500 50,096 6,404
</TABLE>
- ----------------
/(1)/ Bonus paid pursuant to the terms of Mr. Haskins' employment agreement.
/(2)/ Represents $2,000 annual contribution to an individual retirement account
and the Company's matching contribution to the Bank's 401(k) Profit
Sharing Plan.
-7-
<PAGE>
The Company has adopted stock option plans, pursuant to which it has
reserved 88,160 shares of its Common Stock for the issuance of options. The
Company granted 10,000 options to purchase Common Stock to Mr. Haskins in 1998.
No stock options were granted in 1999.
The following table sets forth the aggregated option exercises in 1999 and
the option values at December 31, 1999, based upon a market value for Company
Common Stock of $17.00 per share.
<TABLE>
<CAPTION>
Number of Number of Value of Unexercised
Shares Acquired Value Unexercised Options in-the-Money Options
Name and Position On Exercise Realized at Fiscal Year-End/(1)/ at Fiscal Year-End
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Joseph Haskins, Jr. 3,040 $26,670 1,013 $7,225
Chairman, President and 4,053 8,907
CEO 5,000 8,800
5,000 8,800
</TABLE>
- ----------------
/(1)/ Currently exercisable options.
Compensation of Directors
Directors of the Company receive a fee of $325 for each board meeting
attended ($433 if the director is a member of the Company's Executive
Committee), but do not receive a fee for attendance at committee meetings.
Total fees paid to directors of the Company during 1999 were $45,204. Directors
who are not employed by the Company or the Bank are permitted to elect whether
to receive their fees in the form of cash or in the form of options to purchase
Common Stock of the Company under the 1995 Director Stock Option Plan which has
been approved by the Company's stockholders. The exercise prices of the options
will equal the market price of the Common Stock on the date of grant. The
Company did not grant any options to its directors in 1999.
Employment Contracts
The Company entered an Employment Agreement with Joseph Haskins, Jr. (the
"Employment Agreement") which, as amended effective January 1, 1996, provides
that Mr. Haskins will be employed by the Company until the earlier of (a) the
close of business on Mr. Haskins' 65th birthday, (b) the date three years after
either the Company or Mr. Haskins gives written notice of termination, or (c)
the date on which Mr. Haskins' employment is otherwise terminated pursuant to
the provisions of the Employment Agreement. The Employment Agreement provides
that Mr. Haskins will serve as Chairman of the Board, President and Chief
Executive Officer of the Company at an annual salary of not less than (i)
$150,000 for 1996, (ii) $157,500 for 1997, (iii) $165,375 for 1998, and (iv) any
subsequently established higher annual base salary for subsequent years during
the term of the Employment Agreement. The Employment Agreement provides for a
bonus for the prior year if the Company's net income for the prior year is
greater than $400,000. The amount of the bonus will be equal to the sum of (i)
-8-
<PAGE>
2% of the Company's aggregate income before income taxes, plus (ii) the
Company's aggregate depreciation amount, plus (iii) the Company's aggregate
amortization of goodwill amount, plus (iv) the Company's aggregate amortization
of securities purchased at a premium, plus (v) the Company's aggregate interest
amount on Resolution Trust Company debt. The bonus amount may not exceed 100%
of Mr. Haskins' annual combined base salary then in effect. In addition to
those benefit programs, plans, and arrangements of the Company generally
available to its employees, the Employment Agreement provides that Mr. Haskins
will receive medical insurance, long-term disability insurance, life insurance,
a self-directed individual retirement account funded with an annual contribution
of $2,000, and the use of an automobile. If Mr. Haskins' employment is
terminated for reasons other than death, total disability or "cause" as defined
in the Employment Agreement, the Company is required to pay within 60 days after
such termination, a lump sum equal to: (i) six months of his annual combined
base salary at the rate in effect immediately prior to the date of termination;
plus (ii) a bonus that shall be equal to (X) the average bonus percentage of
combined base salary paid to Mr. Haskins during the three years prior to the
year in which the termination occurs, multiplied by (Y) the six months salary
amount described above; plus (iii) six months of medical insurance premiums for
him and his family at the level of coverage existing at the time of termination.
In addition, Mr. Haskins shall be entitled to keep his then-current company
automobile.
Transactions with Directors, Executive
Officers, and Affiliates
During the past year the Bank has had loan transactions in the ordinary
course of its banking business with directors and executive officers of the Bank
and with their affiliates. Loans to such persons were made in the ordinary
course of business and did not and do not currently involve more than the normal
risk of collectibility or present other unfavorable features. All such loans
were made on substantially the same terms, including interest rates and
collateral requirements, as those prevailing at the time for comparable
transactions with non-affiliates. The Bank expects to enter into such
transactions in the future. As of December 31, 1999, loans to directors and
executive officers of the Bank, and their affiliates, including loans guaranteed
by such persons and unfunded commitments made in 1999, aggregated $7,702,578 or
approximately 71.7% of tangible stockholders' equity of the Bank.
PRINCIPAL STOCKHOLDERS
No persons were known by the Company to own beneficially, directly or
indirectly, more than 5% of the Company's Common Stock outstanding on March 6,
2000 except as follows:
Name of Stockholder Information Regarding Stockholder
- ------------------- ---------------------------------
John Paterakis 603 South Bond Street, Baltimore, Maryland 21231,
beneficially owns 57,625 shares (8.60%). This includes
32,426 shares held by corporations controlled by Mr.
Paterakis and currently exercisable options to purchase
13,753 shares.
-9-
<PAGE>
Joseph Haskins, Jr. 25 West Fayette Street, Baltimore, Maryland 21201,
beneficially owns 53,645 shares (7.99%). This includes 459
shares jointly owned with Mrs. Haskins and currently
exercisable options to purchase 15,066 shares.
Stanley W. Tucker 217 East Redwood Street, Baltimore, Maryland 21202,
beneficially owns 53,526 shares (8.07%). This includes
46,466 shares under the name of MMG Ventures L.P. and
currently exe rcisable options to purchase 7,026 shares.
Joe Louis Gladney 2301 Sinclair Lane, Baltimore, Maryland 21213, beneficially
owns 38,618 (5.82%). This includes currently exercisable
options to purchase 7,026 shares.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Based solely on the Company's review of the copies of the forms received by
it, or written representations from certain reporting persons that they were not
required to file Form 5, the Company believes that, with regard to the
transactions required to have been reported in 1999 or on a Form 5 for the year
ended December 31, 1999, all of the directors and executive officers of the
Company have made the necessary filings in compliance with Section 16(a) of the
Securities Exchange Act of 1934 and the rules and regulations promulgated
thereunder by the Securities and Exchange Commission.
INDEPENDENT PUBLIC ACCOUNTANT
Management has selected Stegman & Company as independent public accountants
to audit the Company's 2000 financial statements. That firm also audited the
Company's financial statements for 1999. A representative of Stegman & Company
is expected to be present at the Annual Meeting, with the opportunity to make a
statement if he or she decides, and will respond to appropriate questions.
Previously, the Company engaged PricewaterhouseCoopers LLP ("PWC") as its
independent public accountants. Effective September 8, 1999, PWC resigned as
the Company's accountants, and the Company subsequently engaged the firm of
Stegman & Company as its new independent public accountants.
In connection with the audits of the fiscal years ended December 31, 1997
and December 31, 1998 and the subsequent interim period through September 8,
1999, there were no disagreements with PWC on any matter of accounting
principles or practices, financial statement and disclosure, or audit scope or
procedures, which disagreements if not resolved to their satisfaction would have
caused them to make reference in connection with their opinion to the subject
matter of the disagreement. During fiscal years ended December 31, 1997 and
December 31, 1998 and the subsequent interim period, the Company has neither
been advised by PWC of any reportable events nor has the Company consulted with
PWC regarding any matter required to be disclosed upon the appointment by a
registrant of new independent public accountants.
-10-
<PAGE>
The audit reports of PWC on the consolidated financial statements of the Company
of and for the fiscal years ended December 31, 1997 and 1998, did not contain
any adverse opinion or disclaimer of opinion, nor were they qualified or
modified as to uncertainty, audit scope, or accounting principles.
PWC has furnished the Company with a letter, addressed to the Securities
and Exchange Commission (the "Commission"), stating that it agrees with the
foregoing statements made by the Company. A copy of the PWC letter to the
Commission is attached as Exhibit 16 to the Company's Current Report on Form 8-K
filed with the Commission on October 14, 1999. Interested stockholders may
obtain a copy of such Current Report, without charge, from Teodoro J. Hernandez,
Treasurer, Harbor Bankshares Corporation, 25 West Fayette Street, Baltimore,
Maryland 21201.
OTHER MATTERS
The management of the Company knows of no matters to be presented for
action at the meeting other than those mentioned above; however, if any other
matters properly come before the meeting, it is intended that the persons named
in the accompanying proxy will vote on such other matters in accordance with
their judgment of the best interest of the Company. Other than the election of
directors, each matter to be submitted to the stockholders requires the
affirmative vote of a majority of all the shares voted at the meeting or a
majority of all the shares outstanding and entitled to be voted.
STOCKHOLDER PROPOSALS
The Company must receive any stockholder proposal intended to be presented
at the 2001 Annual Meeting of Stockholders by November 20, 2000 for inclusion in
the Company's proxy statement and proxy relating to that meeting. If a
stockholder intends to present a stockholder proposal at the 2001 Annual Meeting
in a manner other than the inclusion of the proposal in the Company's proxy
statement and proxy relating to that meeting, unless the stockholder notifies
the Company of such intention by February 3, 2001, the proxy holders named by
the Company may exercise their discretionary voting authority on the matter in
accordance with their best judgment.
-11-
<PAGE>
HARBOR BANKSHARES CORPORATION
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned stockholder of Harbor Bankshares Corporation (the
"Company") hereby appoints Joseph Haskins, Jr. and George F. Vaeth, Jr., or
either of them, the lawful attorneys and proxies of the undersigned with full
power of substitution to vote, as designated below, all shares of Common Stock
of the Company which the undersigned is entitled to vote at the Annual Meeting
of Stockholders called to convene on April 19, 2000, and at any and all
adjournments or postponements thereof.
(1) Election of Directors.
[ ] For all nominees listed below (except as marked to the contrary
below).
[ ] Withhold authority to vote for all nominees listed below.
Three-year term: Sachinda Gupta, Nathaniel Higgs, Delores G.
Kelley, Erich March and Stanley W. Tucker.
Two-year term: John David Ryder.
(To withhold authority to vote for any individual nominee, strike
out the nominee's name.)
(2) In their discretion on such other matters as may properly come before
the meeting.
(Continued and to be signed on other side)
-1-
<PAGE>
Shares represented by all properly executed proxies will be voted in accordance
with instructions appearing on the proxy. In the absence of specific
instructions, proxies will be voted for the directors named in the proxy
statement and in the best discretion of the proxy holders as to any other
matters.
Dated ____________________________, 2000
_____________________________________
Signature
_____________________________________
Signature
(Please sign as name(s) appears on stock certificate. If joint account, both
owners must sign. Executors, administrators, trustees or persons signing in a
similar capacity should so indicate.)
-2-
