_X_ Filed by the Registrant
____ Filed by a Party other than the Registrant
Check the appropriate box:
_____ Preliminary Proxy Statement
_____ Confidential, for Use of the Commission Only (as
permitted by Rule 14a-6(e) (2))
_X__ Definitive Proxy Statement
_____ Definitive Additional Materials
_____ Soliciting Material Pursuant to 240.14a-11c or
240.14a-12
Developed Technology Resource, Inc., a Minnesota Corporation
(Name of Registrant as Specified In Its Charter)
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 O-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:
DEVELOPED TECHNOLOGY RESOURCE, INC.
7300 Metro Blvd., Suite 550
Edina, Minnesota 55439
(ph: 952-820-0022)
_____________________
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Be Held June 27, 2000
To the Shareholders of
Developed Technology Resource, Inc.
The Annual Meeting of the Shareholders of Developed
Technology Resource, Inc. (the "Company" or "DTR"), will be held
on Tuesday, June 27, 2000, at 10:00 a.m. CDT, at the One
Corporate Center, 7300 Metro Boulevard, Suite 160, Edina,
Minnesota 55439, for the following purposes:
1. To elect three directors of the Company.
2.To ratify the appointment of KPMG LLP as independent auditors.
3. To transact such other business as may properly come before
the meeting or any adjournments thereof.
The Board of Directors has fixed the close of business on
May 8, 2000, as the record date for the determination of
shareholders entitled to vote at the Annual Meeting and to
receive notice thereof. The transfer books of the Company will
not be closed.
A PROXY STATEMENT AND FORM OF PROXY ARE ENCLOSED.
SHAREHOLDERS ARE REQUESTED TO SIGN, DATE AND RETURN THE ENCLOSED
PROXY TO WHICH NO POSTAGE NEED BE AFFIXED IF MAILED IN THE
ENCLOSED ENVELOPE IN THE UNITED STATES. IT IS IMPORTANT THAT
PROXIES BE RETURNED PROMPTLY WHETHER OR NOT YOU EXPECT TO ATTEND
THE MEETING IN PERSON. SHAREHOLDERS WHO ATTEND THE MEETING MAY
REVOKE THEIR PROXIES AND VOTE IN PERSON IF THEY DESIRE.
By Order of the Board of Directors
/s/ LeAnn H. Davis
LeAnn H. Davis
Secretary and Chief Financial
Officer
Edina, Minnesota U.S.A.
April 27, 2000
YOUR VOTE IS IMPORTANT NO MATTER HOW MANY SHARES YOU OWN
Please indicate your voting instructions on the enclosed
proxy, date and sign it, and return it in the envelope provided,
which is addressed for your convenience.
PLEASE MAIL YOUR PROXY PROMPTLY
<PAGE>
DEVELOPED TECHNOLOGY RESOURCE, INC.
7300 Metro Blvd., Suite 550
Edina, Minnesota 55439
Telephone (952) 820-0022
_____________________
PROXY STATEMENT
for the Annual Meeting of Shareholders
June 27, 2000
_____________________
GENERAL INFORMATION
This proxy statement is furnished to shareholders by the
Board of Directors of Developed Technology Resource, Inc. (the
"Company") for solicitation of proxies for use at the Annual
Meeting of Shareholders to be held on Tuesday, June 27, 2000, at
10:00 a.m. CDT, at the One Corporate Center, 7300 Metro
Boulevard, Suite 160, Edina, Minnesota 55439, and at all
adjournments thereof, for the purposes set forth in the attached
Notice of Annual Meeting of Shareholders.
Shareholders may revoke proxies before exercise by
submitting a subsequently dated proxy or by voting in person at
the Annual Meeting. Unless a shareholder gives contrary
instructions on the proxy card, proxies will be voted at the
meeting to elect as directors the three nominees listed thereon.
This proxy statement and the enclosed proxy are being mailed to
the shareholders of Developed Technology Resource, Inc. on or
about May 26, 2000.
The Company will be providing without charge to each
stockholder a copy of Form 10-KSB for the year ended December 31,
1999, including the consolidated financial statements, filed with
the Securities and Exchange Commission, and this proxy in May
2000. If a stockholder requests copies of any exhibits of such
Form 10-KSB, the Company may require the payment of a fee
covering its reasonable expenses. A written request should be
addressed to the Company at the address shown above.
The cost of soliciting proxies, including their preparation,
assembly, and mailing, will be borne by the Company. In addition
to the solicitation of proxies by use of the U.S. Postal Service,
certain officers and regular employees who will receive no extra
compensation for their services may solicit proxies in person or
by telephone or facsimile. The Company may reimburse brokerage
firms and others for expenses in forwarding solicitation
materials to the beneficial owners of Common Stock.
OUTSTANDING SHARES AND VOTING RIGHTS
At the close of business on April 27, 2000, there were
outstanding 930,820 shares of Common Stock, par value $.01 per
share, which is the only outstanding class of stock of the
Company. Each share is entitled to one vote. As provided in the
Articles of Incorporation of the Company, there is no right of
cumulative voting. All matters being voted upon by the
shareholders require a majority vote of the shares represented at
the Annual Meeting either in person or by proxy.
The presence at the Annual Meeting in person or by proxy of
the holders of a majority of the outstanding shares of the
Company's Common Stock entitled to vote constitutes a quorum for
the transaction of business. Shares voted as abstentions on any
matter (or a "withhold authority" vote as to directors) will be
counted as present and entitled to vote for purposes of
determining a quorum and for purposes of calculating the vote
with respect to such matter, but will not be deemed to have been
voted in favor of such matter. If a broker submits a proxy that
indicates the broker does not have discretionary authority to
vote certain shares on a particular matter, those shares will be
counted as present for purposes of determining a quorum, but will
not be considered present and entitled to vote for purposes of
calculating the vote with respect to such matter.
PRINCIPAL SHAREHOLDERS AND
MANAGEMENT OWNERSHIP
The following table contains information as of April 27,
2000, concerning the beneficial ownership of the Company's Common
Stock by persons known to the Company to beneficially own more
than 5% of the Common Stock, by each director, by each executive
officer named in the Summary Compensation Table, and by all
current and nominated directors and executive officers as a
group. Shares reported as beneficially owned include those for
which the named persons may exercise voting power or investment
power, and all shares owned by persons having sole voting and
investment power over such shares unless otherwise noted. The
number of shares reported as beneficially owned by each person as
of April 27, 2000, includes the number of shares that such person
has the right to acquire within 60 days of that date, such as
through the exercise of stock options or warrants that are
exercisable within that period.
Amount and Nature
Name and Address of of Beneficial Owner Percentage
Beneficial Owner Owned(A)
Vladimir Drits 71,835 (1) 6.5%
11901 Meadow Lane West
Minnetonka, MN 55305
Erlan Sagadiev 130,000 (2) 11.8%
7300 Metro Blvd, Suite 550
Edina, MN 55439
Roger W. Schnobrich (B) 35,700(3) 3.3%
222 South Ninth Street
Suite 3200
Minneapolis, MN 55402
John P. Hupp (B), (C) 148,800 (4) 13.5%
7300 Metro Blvd, Suite 550
Edina, MN 55439
Peter L. Hauser (B) 41,000 (5) 3.7%
2820 IDS Tower
Minneapolis, MN 55402
Beneficial Owners of 5% or 427,335 38.8%
more, Officers and
Directors as a group
All current directors and 225,500 20.5%
officers as a group
(3 people)
(A) The total number of shares outstanding assuming the exercise
of all currently exercisable and vested options and warrants
held by all executive officers, current directors, and holders
of 5% or more of the Company's issued and outstanding Common
Stock is 1,100,320 shares. Does not assume the exercise of any
other options or warrants.
(B) Designates a Director of the Company.
(C) Designates an Executive Officer of the Company.
(1) Includes 23,335 shares of Common Stock gifted by Mr. Drits
to his spouse and children.
(2) Includes 90,000 shares held by DTR as collateral for Mr.
Sagadiev's $82,500 loan outstanding on the balance owed for his
purchase of 125,000 shares at $1.22 per share.
(3) Includes presently exercisable options for the purchase of
15,000 shares at $1.50 per share and 5,000 shares at $3.00 issued
under the terms of the 1997 Outside Directors Stock Option Plan.
(4) Includes presently exercisable options for the purchase of
124,500 shares at $1.22 per share and 20,000 shares at $1.37 per
share.
(5) Includes 6,000 shares held in IRA for the benefit of Mr.
Hauser. Includes presently exercisable options for the purchase
of 5,000 shares at $3.00 issued under the terms of the 1997
Outside Directors Stock Option Plan.
ELECTION OF DIRECTORS
The Bylaws of the Company provide that the number of
directors shall be as fixed from time to time by resolution of
the shareholders, subject to increase by the Board of Directors.
The Board is authorized to fill vacancies resulting from
increases in the size of the Board or otherwise. Currently there
are three directors.
The Board of Directors has nominated for election the
Directors named below. Each of the nominees is currently a
director of the Company whose current term expires at the Annual
Meeting. Unless authority is withheld, the proxies will be voted
FOR these nominees to serve as directors until the next Annual
Meeting of Shareholders and until their successors are elected
and have been qualified. If any one of the nominees is unable to
serve as a director by reason of death, incapacity or other
unexpected occurrence, the proxies will be voted for such
substitute nominee as is selected by the Board of Directors, but
in no event will proxies be voted for more than three nominees.
The Board of Directors is unaware of any reason why the nominees
would not be available for election or, if elected, would not be
able to serve.
Officers and Directors
The following table sets forth the current and proposed directors
and executive officers of the Company, their ages and positions
with the Company as of April 27, 2000:
Name Age Position
Peter L. Hauser(1)(2) 59 Director
Roger W. 70 Director
Schnobrich(1)(2)
John P. Hupp 40 Director,
President, CEO
LeAnn H. Davis 30 Chief Financial
Officer, Corporate
Secretary
(1) Member of the Compensation Committee.
(2) Member of the Audit Committee.
Each nominee, if elected, will serve until the Annual
Meeting of Shareholders in the year 2001 and until a successor
has been elected and duly qualified or until the director's
earlier resignation or removal.
Mr. Hauser has been a director of the Company since October
1993. Since 1977, he has been employed by Equity Securities
Trading Co., Inc., a Minneapolis-based brokerage firm, and is
currently a vice president and principal.
Mr. Schnobrich has been a director of the Company since
October 1993. He is a partner with Hinshaw & Culbertson, a
Minneapolis law firm which serves as legal counsel to the
Company. Until 1997, he was an owner and attorney with Popham,
Haik, Schnobrich & Kaufman, Ltd., a Minneapolis-based law firm
which he co-founded in 1960. He also serves as a director of
Rochester Medical Corporation, a company that develops,
manufactures and markets improved, latex free, disposable
urological catheters.
Mr. Hupp has been the Company's President since June 1995,
and a director since April 1996. He was Corporate Secretary from
July 1994 until September 1997, and was Director of Legal Affairs
from July 1993 to June 1995. From June 1992 until June 1993, Mr.
Hupp was President of Magellan International Ltd., which marketed
on-line and hard copy information for a Russian information
company. From March to June 1992, he served as Of Counsel for
the law firm of Hale & Dorr, establishing the firm's Moscow
office. His work included negotiating and establishing joint
ventures for clients. From September 1990 to January 1992, Mr.
Hupp was Senior Project Manager and Corporate Counsel with
Management Partnership International, Ltd. (MPI). Prior to his
work at MPI, Mr. Hupp was a trial lawyer for the firm of
Bollinger & Ruberry and Pretzel & Stouffer in Chicago for six
years. Mr. Hupp received a J.D. Degree from the University of
Illinois College of Law and B.A. degrees in Russian Area Studies
and Political Science. Mr. Hupp has intensive language training
from the Leningrad State University in St. Petersburg, Russia.
LeAnn H. Davis, CPA was employed by the Company as the
Controller on July 7, 1997 and on September 25, 1997 was named
Chief Financial Officer and Corporate Secretary. Prior to joining
the Company, Ms. Davis was CFO of Galaxy Foods Company in
Orlando, Florida from December 1995 to June 1997. From 1994 to
1995, she was a senior auditor for Coopers and Lybrand LLP in
Orlando, FL. From 1992 to 1994, she worked for the local public
accounting firm of Pricher and Company in Orlando as a senior
auditor and tax accountant. Prior to 1992, Ms. Davis worked for
Arthur Andersen LLP as a staff auditor. Ms. Davis obtained a BS
in Business Administration and a BS in Accounting from Palm Beach
Atlantic College in West Palm Beach, Florida in May 1990, and a
Masters in Accounting from Florida State University, Tallahassee,
Florida in August 1991.
Each Executive Officer of the Company is elected or
appointed by the Board of Directors of the Company and holds
office until a successor is elected, or until the earlier of
death, resignation or removal.
To the knowledge of the Company, no executive officer or
director of the Company is a party adverse to the Company or has
material interest adverse to the Company in any legal proceeding.
The information given in this Proxy Statement concerning the
Directors is based upon statements made or confirmed to the
Company by or on behalf of such Directors, except to the extent
that such information appears in its records.
The Board of Directors recommends a vote FOR each nominee
for election to the Board of Directors.
Meetings of the Board and Committees
The Board of Directors held four formal meetings during 1999
and adopted certain resolutions by written minutes of action. The
Board of Directors has two standing committees; an audit
committee and a compensation committee. All directors attended
all of the formal meetings. The Audit Committee is responsible
for reviewing the services rendered by the Company's independent
auditors and the accounting standards and principles followed by
the Company. The Audit Committee held one meeting during 1999,
which was attended by all Committee members. The Compensation
Committee is responsible for making recommendations to the Board
of Directors regarding the salaries and compensation of the
Company's executive officers. The Compensation Committee met four
times during fiscal 1999.
Certain Transactions
The law firm of Hinshaw & Culbertson provides legal services
to the Company. Roger Schnobrich, a director of the Company, is
a partner in the firm.
On December 3, 1998, SXD, DTR's wholly-owned subsidiary,
entered into an 8%, $600,000, unsecured, convertible promissory
note with Hyperport International (Hyperport). In addition to
the note, the SXD received warrants to purchase up to 60,000
shares of Hyperport's common stock at an exercise price of $10
per share. This loan was offered as part of a $1.2 million
bridge financing deal that was being administered by Equity
Securities Investments Inc. (Equity Securities). Peter Hauser,
one of DTR's current directors, is the Vice-President of Equity
Securities. In addition to the bridge financing, Equity
Securities was working with Hyperport as its agent to raise
additional financing through a private placement. This
relationship expired November 1999 and there is no current
commitment to renew. During 1999, the Company wrote down its
investment in this unaffiliated company to zero since there is
no guarantee as to when or if Hyperport will be able to repay
the loan. However, DTR is currently restructuring its loan and
is hopeful that it will recover the current balance of $649,288,
including interest, at a future date.
On February 1, 2000, Erlan Sagadiev exercised his right to
125,000 shares of the Company's common stock. He paid the
Company $70,000 and gave the Company a promissory note bearing
interest at 4.87% per annum for the balance owed of $82,500. The
principal and interest are due in five equal installments
beginning February 2001 and each year thereafter. This note is
secured by 90,000 of the exercised shares.
COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT
Section 16(a) of the Exchange Act requires the Company's
officers and directors, and persons who own more than 10 percent
of the registered class of the Company's equity securities to
file reports of ownership on Forms 3, 4, and 5 with the SEC.
Officers, directors and greater than 10 percent shareholders are
required by SEC regulation to furnish the Company with copies of
all Forms 3, 4, and 5 they file.
Based upon the Company's review of the copies of such forms
it has received from certain reporting persons that they were not
required to file Forms 5 for the year ended December 31, 1999,
the Company believes that all of its executive officers,
directors and greater than 10% beneficial owners complied with
all filing requirements applicable to them with respect to
transactions during 1999.
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS
The following table sets forth the cash and noncash
compensation for years ended December 31, 1999 and 1998, the two-
month transition period ended December 31, 1997, and the year
ended October 31, 1997 awarded to or earned by the Chief
Executive Officer:
Summary Compensation Table
Annual Compensation Long-Term
Other Compensation
Fiscal Salary Bonus Annual Awards/Options
Name and Principal Year ($) Compensation
Position Ended _($)___ ___ ___($)____ ____(#)____
John P. Hupp, 1999 $110,000 none $3,300(2) none
President, CEO(1)
1998 $ 95,000 $16,000 $2,850(2) none
2-month $ 15,000 none none none
1997
1997 $ 87,500 none none none
(1)Mr. Hupp became President on June 16, 1995. Beginning June
15, 1993, as the Company's Director of Legal Affairs, Mr.
Hupp began to receive a full-time salary of $5,000 per month.
Effective June 16, 1995, upon assuming the position of
President, his salary was increased to $6,250 per month.
Effective January 1997, his salary was increased to $7,500
per month; and effective October 1998, his salary was
increased to $9,167 per month.
(2)In 1998, the Board of Directors voted to contribute up to 3%
over the employees' base salary to their respective Sar/Sep
retirement account.
Aggregated Option Exercises: Last Fiscal Year and Fiscal Year-End
Option Values
The following table summarizes for the named executive
officers the number of stock options exercised during the year
ended December 31, 1999, the aggregate dollar value realized upon
exercise, the total number of unexercised options held at
December 31, 1999 and the aggregate dollar value of in-the-money
unexercised options held at December 31, 1999. Value realized
upon exercise is the difference between the fair market value of
the underlying stock on the exercise date and the exercise price
of the option. Value of Unexercised In-the-Money Options at year-
end is the difference between its exercise price and the fair
market value of the underlying stock on December 31, 1999 which
was $1.125 per share.
Aggregated Option Exercises in Fiscal 1999 and Fiscal Year-End Option Values
Number of Value of Unexercised
Name and Unexercised In-the-Money Options
Principal Shares Value Options at at
Position Acquired Realized December 31, 1999 December 31, 1999 ($
on Exercise Exercisable Unexercisable Exercisable Unexercisable
John P. None None 150,000 100,000 $0 $0
Hupp(1),
President, CEO
(1) Includes 250,000 options granted under September 30, 1996
employment agreement.
Employment Agreements
Mr. Hupp's original employment agreement dated June 1, 1995
was amended on September 30, 1996 and then amended and restated
on October 1, 1998. The new employment agreement provides for
compensation of $110,000 per year and standard employee benefits
during the employment term expiring September 30, 2001. In
addition, Mr. Hupp or his successors will receive salary and
benefits for a twelve-month period upon total death or disability
of Mr. Hupp or if the Company terminates the Agreement without
cause. Under terms of the Agreement, Mr. Hupp will devote his
best efforts to the performance of his duties, and agrees to
certain restrictions related to participation in activities felt
to conflict with the best interests of the Company.
On January 13, 2000, the Board of Directors agreed to amend
Mr. Hupp's employment agreement to reduce his current number of
stock options from 250,000 to 207,500, to grant him 40,000 new
stock options at the fair market value of $1.37, and to offer him
the option of a non-interest bearing loan to purchase these
options in the event that he is terminated without cause.
Compensation of Directors
No director who is also an employee of the Company received
any additional compensation for services as a director.
The non-employee directors of the Company include Messrs.
Hauser and Schnobrich. During 1999, non-employee directors
received no cash compensation for their services as a director or
committee member. However, they each received 5,000 shares of the
Company's Common Stock under the terms of the 1997 Outside
Director's Stock Option Plan for their services during 1999.
These options were issued at an exercise price of $3 per share
which was the market price on the date of the grant. Mr.
Schnobrich is an attorney with Hinshaw & Culbertson, which serves
as counsel for the Company and which receives payment of legal
fees for such services.
It is the Company's intention to issue to each outside
director an option for 5,000 shares of the Company's Common Stock
each year under terms of the 1997 Outside Director's Stock Option
Plan upon their election to the Board at the Company's annual
meeting. The option will vest equally over the calendar year.
Options granted under the 1997 Outside Directors Stock
Option Plan are not intended to and do not qualify as incentive
stock options as described in Section 422 of the Internal Revenue
Code.
RELATIONSHIP OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
The Board of Directors selects the independent certified
public accountants for the Company each year. The Board of
Directors selected the firm of KPMG LLP to audit the Company's
consolidated financial statements for the year ended December 31,
1999 and 2000.
Representatives of KPMG LLP will attend the Annual Meeting,
may make a statement if they so desire, and will be available to
respond to appropriate questions. If possible, such questions
should be submitted in writing to the Company at least 10 days
prior to the Annual Meeting, at 7300 Metro Blvd, Suite 550,
Edina, Minnesota 55439, Attention: Mr. John P. Hupp, President.
On October 21, 1999, Developed Technology Resource, Inc.
dismissed Deloitte & Touche LLP, the principal accountant
previously engaged to audit the registrant's consolidated
financial statements for the year ended December 31, 1998, the
two-month transition period ended December 31, 1997 and the
fiscal year ended October 31, 1997, as its independent certified
public accountant. Deloitte & Touche LLP's report on the
financial statements for the year ended December 31, 1998 and the
two-month transition period ended December 31, 1997 contained a
paragraph expressing doubt over the Company's ability to continue
as a going concern but was not modified as to audit scope or
accounting principles. Deloitte & Touche LLP's report on the
financial statements for the fiscal year ended October 31, 1997
does not contain an adverse opinion or disclaimer of opinion, and
was not modified as to uncertainty, audit scope, or accounting
principles. In connection with the audit for the fiscal year
ended October 31, 1997 and through October 21, 1999, there have
been no disagreements with Deloitte & Touche LLP on any matter of
accounting principles or practices, financial statement
disclosure, or auditing scope or procedure, which disagreements,
if not resolved to the satisfaction of Deloitte & Touche LLP
would have caused them to make reference thereto in their report
on the financial statements for such period.
On October 21, 1999, KPMG LLP was appointed as the
registrant's new independent accountant to audit the registrant's
consolidated financial statements. During the past fiscal year
and through October 21, 1999, the registrant has not, prior to
engaging the new accountant, consulted the new accountant
regarding the application of accounting principles to a specific
or contemplated transaction or regarding the type of audit
opinion that might be rendered on the registrant's consolidated
financial statements.
OTHER BUSINESS
Management knows of no other matters that will be presented
for consideration at the meeting. If any other matter properly
comes before the meeting, proxies will be voted in accordance
with the best judgment of the person or persons acting under
them.
PROPOSALS FOR 2000 ANNUAL MEETING
Shareholders who intend to submit proposals for inclusion in
the Company's 2001 Proxy Statement and Proxy for shareholder
action at the 2001 Annual Meeting must do so by sending the
proposal and supporting statements, if any, to the Company at its
corporate offices no later than February 26, 2001.
By Order of the Board of Directors
/s/ LeAnn H. Davis
LeAnn H. Davis
Chief Financial Officer and
Secretary
April 27, 2000
DEVELOPED TECHNOLOGY RESOURCE, INC.
Annual Meeting of Shareholders - June 27, 2000
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints John P. Hupp or his
appointee as proxy of the undersigned, with full power of
substitution, for and in the name of the undersigned, to
represent the undersigned at the Annual Meeting of Shareholders
of Developed Technology Resource, Inc., to be held at the One
Corporate Center, 7300 Metro Boulevard, Suite 160, Edina,
Minnesota 55439 at 10:00 a.m. CDT on Tuesday, June 27, 2000, and
at any adjournments thereof, and to vote all shares of stock of
said Company standing in the name of the undersigned, as
designated below, with all the powers which the undersigned would
possess if personally at such meetings.
1. Election of Directors duly nominated: Peter L. Hauser, John
P. Hupp, and Roger W. Schnobrich.
_______ FOR _______ WITHHELD FOR ALL _______ WITHHELD FOR
THE FOLLOWING ONLY
(Write the nominee's name in space below):
2. Ratification of the appointment of KPMG LLP as independent
auditors for the current fiscal year.
_______ FOR _______ AGAINST
3. The authority of Directors to vote, in their discretion, on
all other business that may properly come before the meeting.
_______ GRANTED _______ WITHHELD
THIS PROXY WILL BE VOTED AS DIRECTED, BUT IF NO INSTRUCTIONS ARE
GIVEN FOR VOTING ON THE MATTERS ABOVE, THIS PROXY WILL BE VOTED
FOR item 1, electing all duly nominated Directors as listed, FOR
item 2, ratifying independent auditors, and GRANTED for item 2,
granting the Directors authority to vote in their discretion on
all other business coming before the meeting. Shareholders who
are present at the meeting may withdraw their Proxy and vote in
person if they so desire. The undersigned has received the proxy
statement dated April 27, 2000.
Dated _____________, 2000 ______________ ________________
Signature Print Name
Dated _____________, 2000 ______________ _______________
Signature Print Name
Please sign exactly as name(s) appear(s) on this Proxy. If
shares are registered in more than one name, the signatures of
all persons are required. A corporation should sign in its full
corporate name by a duly authorized officer, stating their title.
Trustees, guardians, executors and administrators should sign in
their official capacity, giving their full title as such. If a
partnership, please sign in partnership name by authorized
person.
Please check as appropriate:
__ I DO plan on attending the Annual Meeting of
Shareholders.
__ I DO NOT plan on attending the Annual Meeting of
Shareholders.
PLEASE SIGN, DATE AND RETURN THIS PROXY PROMPTLY
This Proxy may also be returned via facsimile to (952) 820-0011.
