<PAGE> 1
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.
Uroplasty, Inc.
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(Name of Registrant as Specified in Its Charter)
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(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:
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(2) Aggregate number of securities to which transaction applies:
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(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):
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(4) Proposed maximum aggregate value of transaction:
--------------------------------------------------------------------------------
(5) Total fee paid:
--------------------------------------------------------------------------------
[ ] Fee paid previously with preliminary materials.
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[ ] 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:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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<PAGE> 2
NOTICE OF ANNUAL MEETING
OF SHAREHOLDERS
TO BE HELD AUGUST 10, 2000
<PAGE> 3
2000 ANNUAL MEETING
UROPLASTY, INC.
2718 Summer Street NE
Minneapolis, MN 55413-2820
TO THE SHAREHOLDERS OF UROPLASTY, INC.:
You are cordially invited to attend our Annual Meeting of Shareholders
to be held on August 10, 2000 at 4:00 PM (Minneapolis Time) at The Marquette
Hotel, Windows on Minnesota, 50th floor of the IDS Tower, 710 Marquette Avenue,
Minneapolis, Minnesota.
The formal Notice of Meeting, Proxy Statement and Proxy are attached
and the Company's Annual Report to Shareholders is enclosed. Even if you do not
plan to attend the meeting, please sign, date and return the enclosed proxy as
soon as possible in the envelope provided.
Very truly yours,
/s/ DANIEL G. HOLMAN
--------------------
Daniel G. Holman
Chairman of the Board, President, and CEO
Minneapolis, Minnesota
July 10, 2000
PLEASE SIGN, DATE AND RETURN THE ENCLOSED PROXY PROMPTLY TO SAVE
THE COMPANY THE EXPENSE OF ADDITIONAL SOLICITATION AND TO ASSURE
THAT A QUORUM WILL BE REPRESENTED AT THE MEETING.
<PAGE> 4
UROPLASTY, INC.
2718 Summer Street NE
Minneapolis, MN 55413-2820
---------------------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Be Held August 10, 2000
---------------------------------
To Our Shareholders:
Notice is hereby given that the Uroplasty, Inc. Annual Meeting of
Shareholders will be held on Thursday, August 10, 2000 at 4:00 PM (Minneapolis
Time) at The Marquette Hotel, Windows on Minnesota, 50th floor of the IDS Tower,
710 Marquette Avenue, Minneapolis, Minnesota for the following purposes:
1. To fix the number of members of the Board of Directors for the ensuing year
at three.
2. To elect Mr. Daniel G. Holman as Director to serve a term of three years
until 2003.
3. To consider and act upon such other matters as may properly come before the
meeting or any adjournment thereof.
The close of business on June 26, 2000 has been fixed as the record
date for the determination of shareholders who are entitled to vote at the
meeting or any adjournments thereof.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ DONALD A. MAJOR
-------------------
Donald A. Major
Corporate Secretary
Minneapolis, Minnesota
July 10, 2000
================================================================================
YOU ARE CORDIALLY INVITED TO ATTEND THE ANNUAL MEETING.
IF YOU DO NOT PLAN TO ATTEND THE MEETING, PLEASE BE SURE
YOU ARE REPRESENTED AT THE MEETING BY MARKING,
SIGNING, DATING AND MAILING YOUR PROXY IN THE
REPLY ENVELOPE.
<PAGE> 5
[UROPLASTY, INC. LOGO]
2718 Summer Street NE
Minneapolis, MN 55413-2820
-------------------------------
PROXY STATEMENT
-------------------------------
ANNUAL MEETING OF SHAREHOLDERS
AUGUST 10, 2000
-------------------------------
INTRODUCTION
The Annual Meeting of Shareholders (hereinafter referred to as the
"Annual Meeting") of Uroplasty, Inc. (hereinafter referred to as the "Company"
or "Uroplasty") will be held on August 10, 2000 at 4:00 PM (Minneapolis Time) at
The Marquette Hotel, Windows on Minnesota, 50th floor of the IDS Tower, 710
Marquette Avenue, Minneapolis, Minnesota, or at any adjournment or adjournments
thereof, for the purposes set forth in the Notice of Annual Meeting of
Shareholders.
A proxy card is enclosed for your use. You are solicited on behalf of
the Board of Directors to SIGN AND RETURN THE PROXY CARD IN THE ACCOMPANYING
ENVELOPE. The cost of soliciting proxies, including the preparation, assembly,
and mailing of the proxies and soliciting material, as well as the cost of
forwarding such material to the beneficial owners of the Company's common stock,
will be borne by the Company. Directors, officers and regular employees of the
Company may, without compensation other than their regular compensation, solicit
proxies in person, in writing or by any form of telecommunication. The Company
may reimburse brokerage firms and others for expenses in forwarding proxy
materials to the beneficial owners of common stock.
Any shareholder giving a proxy may revoke it at any time prior to its
use at the Annual Meeting either by giving written notice of such revocation to
the Secretary of the Company, by filing a duly executed proxy bearing a later
date with the Secretary of the Company or by appearing at the Annual Meeting and
filing written notice of revocation with the Secretary of the Company prior to
use of the proxy. Proxies will be voted as specified by shareholders.
The Company expects this proxy material will first be mailed to
shareholders on or about July 10, 2000.
THE BOARD OF DIRECTORS RECOMMENDS THE SHAREHOLDERS VOTE FOR THE
PROPOSALS SET FORTH IN THE NOTICE OF MEETING.
VOTING OF SHARES
Only holders of common stock of record at the close of business on June
26, 2000 will be entitled to vote at the Annual Meeting. On June 26, 2000 the
Company had 5,985,071 shares of common stock outstanding, each such share
entitling the holder thereof to one vote on each matter to be voted on at the
Annual Meeting.
<PAGE> 6
The presence at the Annual Meeting, in person or by proxy, of the
holders of fifty percent (50%) of the outstanding shares of common stock
entitled to vote at the meeting (2,992,535 shares) is required for a quorum for
the transaction of business. In general, shares of common stock represented by a
properly signed and returned proxy card will be counted as shares present and
entitled to vote at the Annual Meeting for purposes of determining a quorum,
without regard to whether the card reflects abstentions (or is left blank) or
reflects a "broker non-vote" on a matter (that is, a card returned by a broker
on behalf of its beneficial owner/customer that is not voted on a particular
matter because voting instructions have not been received and the broker has no
discretionary authority to vote).
The election of a nominee for director and any other proposals which
may come before the Annual Meeting described in this Proxy Statement require the
approval of a majority of the shares present and entitled to vote in person or
by proxy on that matter.
PROPOSAL 1
FIX NUMBER OF DIRECTORS AT THREE
The Bylaws of the Company provide that the Board of Directors shall
consist of one or more members, as determined by the shareholders at a regular
meeting. The Board of Directors recommends the shareholders fix the number of
directors to comprise the Board of Directors for the ensuing year at three.
PROPOSAL 2
ELECTION OF DIRECTOR
NOMINATION
As permitted by Minnesota law, the Company's Articles of Incorporation
require that the Board of Directors of the Company be divided into three
classes, with each class containing as nearly as possible one-third of the
total, and each class having a term of three years. The term of office of each
class is staggered so that in any one year the term of only one class expires.
The Board of Directors (hereinafter referred to as the "Board") has
nominated the individual named below to serve as a director of the Company for
the term of three years, until the annual meeting of the shareholders in the
year in which his term expires or until his successor has been elected and
qualified. The nominee is a member of the current Board.
The Board recommends a vote FOR the election of the nominee listed
below. In the absence of other instructions, the proxies will be voted FOR the
election of the nominee named below. If the Board should learn that the nominee
will be unable to serve by reason of death, incapacity or other unexpected
occurrence prior to the Annual Meeting, the proxies which otherwise would have
been voted for the nominee will be voted for such substitute nominee as selected
by the Board. The Board has no reason to believe the nominee will be unable to
serve.
<PAGE> 7
INFORMATION ABOUT THE NOMINEE
The following information has been furnished to the Company as of June
26, 2000 by the person nominated by the Board to serve as director for the term
stated.
<TABLE>
<CAPTION>
NAME OF NOMINEE AGE PRINCIPAL OCCUPATION
--------------- --- --------------------
<S> <C> <C>
Nominee to Serve in Office until 2003
Daniel G. Holman(1) 54 Chairman of the Board,
President, and CEO of the
Company
</TABLE>
(1)Member of the Nominating Committee
The business experience of Mr. Holman is as follows:
Daniel G. Holman has served as Chairman of the Board, President and
Chief Executive Officer of Uroplasty, Inc. since February 1994. Mr. Holman
served Bioplasty, Inc. in varying executive management positions including
President, Vice President, Chief Executive Officer, and Chairman of the Board
between 1973 and 1997. Mr. Holman also served as Chairman of the Board and Chief
Executive Officer of Bio-Vascular, Inc. from June 1988, to September 1991, as a
director of Genetic Laboratories Wound Care, Inc. ("GLWC") from February 1988
until July 1993, and as Vice President of GLWC from February 1988 through
November 1992.
INFORMATION ABOUT THE BOARD AND ITS COMMITTEES
The business and affairs of the Company are managed by the Board, which
met four times during the fiscal year ended March 31, 2000.
The members of the Compensation Committee during fiscal 2000 were
Messrs. Pitlor, Maxwell, and Gerwer. The function of the Compensation Committee
is to set the compensation for officers and set the terms of and grants of
awards under the Company's stock option plans and to act on other matters
relating to compensation as it deems appropriate. The Compensation Committee met
two times during fiscal 2000.
The members of the Nominating Committee during fiscal 2000 were Messrs.
Holman, Pitlor, Maxwell, and Gerwer. The function of the Nominating Committee is
to consider and recommend to the Board nominees for election as director. The
Nominating Committee met one time during fiscal 2000.
The members of the Audit Committee during fiscal 2000 were Messrs.
Pitlor and Maxwell. The function of the Audit Committee is to meet with the
Company's independent auditors, review the scope and results of their audits,
review the Company's responses to audit reports, and consider the adequacy of
internal controls and the Company's response to new regulatory issues and
accounting rules. The Audit Committee met one time during fiscal 2000.
All of the Directors attended 100% of the aggregate meetings of the
Board and all committees on which they served during fiscal 2000.
DIRECTOR COMPENSATION
Mr. Pitlor receives $2,000 per month and Mr. Gerwer received $2,500 per
month from April 1999 through November 1999 as consulting fees from the Company
under month-to-month agreements. Additionally, non-employee board members
receive $500 per board meeting attended. In addition, directors participate in
the Company's stock option plan.
<PAGE> 8
Messrs. Pitlor and Maxwell each hold options to purchase 100,000 shares
of common stock as of March 31, 2000. The exercise price of the options range
from $0.50 to $2.50 per share.
PRINCIPAL SHAREHOLDERS AND BENEFICIAL
OWNERSHIP OF MANAGEMENT
The following table sets forth the number of shares of the Company's
Common Stock beneficially owned as of June 26, 2000, and including only those
stock options which are exercisable at June 26, 2000 or become exercisable
within 60 days thereafter, by (i) each person known to the Company to be the
beneficial owner of more than five percent of the Company's Common Stock, (ii)
each director, (iii) each executive officer of the Company named in the
Management Compensation table, and (iv) all directors and executive officers as
a group:
<TABLE>
<CAPTION>
NAME AND ADDRESS OF NUMBER OF SHARES PERCENT OF
BENEFICIAL OWNER BENEFICIALLY OWNED CLASS
<S> <C> <C>
Mindich Family Limited Liability Co.
ATTN: Bruce P. Mindich
c/o Paddington Management Corporation
200 Route 17 North
Paramus, NJ 07652 650,000 10.9%
Bruce P. Mindich
c/o Paddington Management Corporation
200 Route 17 North
Paramus, NJ 07652 450,000 7.5%
Daniel G. Holman
2718 Summer Street NE
Minneapolis, MN 55413-2820 299,981 (1) 4.9%
Susan Hartjes Holman
2718 Summer Street NE
Minneapolis, MN 55413-2820 122,203 (2) 2.0%
Joel R. Pitlor
19 Chalk Street
Cambridge, MA 02139 185,000 (3) 3.0%
R. Patrick Maxwell
2444 Byrnes Road
Minnetonka, MN 55305 85,307 (3) 1.4%
Alex Gerwer
4717 Finchley Terrace
San Diego, CA 92130-1336 53,800 (4) 0.9%
Directors and Executive
Officers as a Group (9 persons) 918,653 (5)(6) 14.5%
</TABLE>
(1) Includes 95,000 shares held under options to purchase Common Stock, which
are exercisable at June 26, 2000 or within 60 days thereafter. Beneficial
ownership between Susan Hartjes Holman and Daniel G. Holman (husband and
wife) has not been reflected in these figures.
<PAGE> 9
(2) Includes 50,000 shares held under options to purchase Common Stock, which
are exercisable at June 26, 2000 or within 60 days thereafter. Beneficial
ownership between Susan Hartjes Holman and Daniel G. Holman (husband and
wife) has not been reflected in these figures.
(3) Includes 60,000 shares held under options to purchase Common Stock, which
are exercisable at June 26, 2000 or within 60 days thereafter.
(4) Includes 40,000 shares held under options to purchase Common Stock, which
are exercisable at June 26, 2000 or within 60 days thereafter.
(5) Includes 367,000 shares held under options to purchase Common Stock, which
are exercisable at June 26, 2000 or within 60 days thereafter.
(6) To the Company's knowledge, the persons named have both voting and
investment power over the shares listed.
MANAGEMENT COMPENSATION
SUMMARY OF CASH AND CERTAIN OTHER COMPENSATION
The following table sets forth, in summary form, (1) the compensation
paid for the years shown in the table to Daniel G. Holman, the Company's
Chairman, President, and CEO and to Susan Hartjes Holman, the Company's Vice
President of Operations & Regulatory Affairs; (2) the stock options and stock
appreciation rights granted to such individuals for the years shown; and (3)
long-term payouts and other compensation for the years shown:
Summary Compensation Table
<TABLE>
<CAPTION>
Long Term
Fiscal Year Compensation(1)
Annual Compensation Awards
--------------------------------------------------------------- ------------------
Other
Name Annual Under-
and Compen- lying
Principal sation Options/
Position Year Salary($) Bonus($) ($) SARs(#)
-------------------------- --------------------------------------------------------------- ------------------
<S> <C> <C> <C> <C> <C>
Daniel G. Holman, 2000 179,945 17,255 23,294 (2) 90,000
President, CEO 1999 171,089 -- 34,140 (2) 0
1998 161,919 -- 25,632 (2) 70,000
Susan Hartjes Holman, 2000 123,745 11,275 -- 75,000
Vice President 1999 112,158 -- -- 0
1998 102,160 5,000 -- 40,000
</TABLE>
Total Compensation for All Executive Officers For Fiscal Year 2000:
(Six Persons) 651,808
(1) There were no payouts under a "long-term incentive plan" (called "LTIP") for
the years shown, nor was any other form of compensation paid or awarded.
(2) Reimbursement of expatriot living expenses in The Netherlands.
Mr. Pitlor receives a $2,000 per month consulting fee from the Company
under a month-to-month agreement. Mr. Gerwer received a $2,500 per month
consulting fee from the Company for the months from April to November 1999. All
non-employee Board members receive $500 per board meeting attended. In addition,
directors participate in the Company's stock option plan.
<PAGE> 10
OPTION/SAR GRANTS TABLE
<TABLE>
<CAPTION>
Number of Percent of
Securities Total Op-
Underlying tions/SARS
Options/ Granted to Exercise or Securities
SARS Employees in Base Price Expiration
Name Granted(1) Fiscal Year ($/Share) Date
----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Daniel G. Holman, 90,000 16% $2.50 12/09/04
President, CEO
Susan Hartjes Holman, 35,000 6% $2.50 12/07/04
Vice President 40,000 7% $2.32 02/10/05
</TABLE>
(1) Options for 495,000 and 30,000 shares were granted to officers and
directors during the fiscal year ended March 31, 2000 and 1999,
respectively. All options granted in fiscal year 2000 are subject to three
year annual vesting whereby one-third of the options granted become
exercisable on each of the three one year anniversary dates of the date of
grant as long as the optionee is an employee as of the vesting date.
The Company adopted an Incentive Stock Option Plan in May 1995 (the
"1995 Plan") which has been amended to provide for the granting of options to
purchase one million shares of Common Stock. At March 31, 2000, there were
586,800 options outstanding under the 1995 Plan, and at March 31, 2000, options
to purchase 260,300 shares remain grantable under the 1995 Plan.
In April 1997 the Company's Board of Directors adopted, and in 1997 the
Company's shareholders approved, the 1997 Stock Option Plan (the "1997 Plan")
pursuant to which 500,000 shares of Common Stock were reserved. On July 29,
1999, and again on December 7, 1999, the Board of Directors approved amendments
to the 1997 Plan, resulting in 800,000 shares reserved for under the 1997 Plan.
At March 31, 2000, there were 451,600 options outstanding under the 1997 Plan,
and at March 31, 2000, options to purchase 346,400 shares remain grantable under
the 1997 Plan.
Both plans require options be granted at exercise prices equal to or
greater than the fair market value of the stock at the time of grant.
In addition to the options outstanding pursuant to the 1995 Plan and
the 1997 Plan, options to purchase 15,000 shares and warrants to purchase
150,000 shares of Common Stock of the Company remain outstanding at March 31,
2000.
AGGREGATED OPTION/SAR EXERCISES AND FISCAL YEAR-END OPTION/SAR VALUE TABLE
<TABLE>
<CAPTION>
Number of Securities Value of Unexercised
Underlying Unexercised In-the-Money
Shares Option/SARs at FY End (#) Options/SARs at FY End ($)
Acquired Value --------------------------- --------------------------
Name on Exercise Realized ($) Exercisable Unexercisable Exercisable Unexercisable
---- ----------- ------------ ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Daniel G. -- -- 95,000 90,000 $ 143,750 $22,500
Holman, CEO
Susan Hartjes 15,000 $33,750 50,000 75,000 $ 66,250 $25,950
Holman, V.P.
</TABLE>
<PAGE> 11
CERTAIN TRANSACTIONS
The Company has a Royalty Agreement with three individuals
(collectively the "Licensors"), namely Arthur A. Beisang, Robert A. Ersek, M.D.,
and Arthur A. Beisang III, M.D. Mr. Beisang and Dr. Ersek are former officers
and directors of the Company. Under the terms of such Royalty Agreement, the
Company is obligated until 2010 to pay the Licensors 3% to 5% of net sales of
Macroplastique. The aggregate amount of royalty expense recognized by the
Company pursuant to such Royalty Agreement during each of the past three fiscal
years was as follows:
<TABLE>
<S> <C> <C>
Fiscal Year ended 3/31/00 Uroplasty, Inc. $ 196,991
Fiscal Year ended 3/31/99 Uroplasty, Inc. $ 195,355
Fiscal Year ended 3/31/98 Uroplasty, Inc. $ 147,860
</TABLE>
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended,
requires the Company's directors and executive officers, and persons who own
more than 10% of the Company's common stock, to file with the Securities and
Exchange Commission (the "SEC") initial reports of ownership and reports of
changes in ownership of common stock and other equity securities of the Company.
Executive officers, directors and greater than 10% shareholders are required by
SEC regulations to furnish the Company with copies of all Section 16(a) reports
they file.
To the Company's knowledge, based solely on a review of the copies of
such reports furnished to the Company during the period ended March 31, 2000 and
on any written representation by any of such persons, all Section 16(a) filing
requirements applicable to its executive officers, directors and greater than
10% shareholders were complied with.
SHAREHOLDER PROPOSALS FOR 2000 ANNUAL MEETING
Proposals of shareholders intended to be presented in the Company's
proxy materials relating to its 2001 Annual Meeting must be received by the
Company at its principal executive offices not less than 120 calendar days prior
to July 10, 2001.
MISCELLANEOUS
OTHER MATTERS
The management of the Company does not intend to present other items of
business and knows of no items of business which are likely to be brought before
the Annual Meeting except those described in this Proxy Statement. However, if
any other matters should properly come before the Annual Meeting, the persons
named in the enclosed proxy will have discretionary authority to vote such proxy
in accordance with their best judgment on such matters.
<PAGE> 12
ANNUAL REPORT TO SHAREHOLDERS
The Company's Annual Report to Shareholders for its fiscal year ended
March 31, 2000 (including audited financial statements) accompanies this Proxy
Statement.
FORWARD LOOKING STATEMENTS
The Company may from time to time, in an attempt to provide assistance
in understanding its anticipated future financial performance, make written or
oral "forward-looking statements" such as may be contained in its Annual Report
to Shareholders, and elsewhere. "Forward-looking statements" are, however, by
their very nature, subject to known and unknown risks and uncertainties relating
to the Company's future performance that may cause the actual results,
performance or achievements of the Company, or the industry, to differ
materially from those expressed or implied in any such "forward-looking
statements".
Investors are cautioned that any "forward-looking statements" made by
the Company here or elsewhere are qualified by and subject to the warnings and
cautionary statements contained above and in the "Factors Affecting the
Business" and "Forward Looking Statements" sections of its Annual Report on Form
10-KSB to the SEC for the year ended March 31, 2000.
INDEPENDENT AUDITORS
KPMG Peat Marwick LLP (hereinafter referred to as "KPMG") served as the
Company's independent auditor during fiscal years 1996, 1997, 1998, 1999, and
2000. A representative of KPMG is expected to be present at the Annual Meeting
to respond to appropriate questions from stockholders and to make a statement if
so desired.
FORM 10K-SB
The Company will furnish without charge a copy of its Annual Report on
Form 10-KSB (including financial statements but not exhibits) for its fiscal
year ended March 31, 2000 to each person who was a shareholder of the Company as
of June 26, 1999, upon receipt from any such person of a written request for
such an Annual Report. Such request should be sent to the Company at: 2718
Summer Street NE, Minneapolis, Minnesota 55413-2820; ATTN: Shareholder
Information.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ DONALD A. MAJOR
-------------------
Donald A. Major
Corporate Secretary
Minneapolis, Minnesota
July 10, 2000
<PAGE> 13
UROPLASTY, INC.
ANNUAL MEETING OF SHAREHOLDERS -- AUGUST 10, 2000
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Daniel G. Holman and Donald A. Major and each of
them as Proxies with full power of substitution, and hereby authorizes them to
represent and vote, as designated below, all the shares of Common Stock of
Uroplasty, Inc. held of record by the undersigned as of June 26, 2000 at the
Annual Meeting of Shareholders to be held on August 10, 2000 or any adjournment
thereof, and hereby revokes all Proxies previously granted with respect to such
meeting.
1. FIX NUMBER OF DIRECTORS AT THREE: To set the number of directors for
the ensuing year at three.
FOR AGAINST ABSTAIN
--- --- ---
2. ELECTION OF DIRECTOR: To elect Daniel G. Holman as a Director to a
term expiring in 2003.
FOR nominee WITHHOLD AUTHORITY to vote for nominee
--- ---
3. DISCRETIONARY AUTHORITY: The Proxies are authorized, in their
discretion, to vote upon such other business as may properly come
before the meeting.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED BY THE
UNDERSIGNED SHAREHOLDER. IF PROPERLY EXECUTED BUT NO DIRECTION IS GIVEN, THIS
PROXY WILL BE VOTED FOR PROPOSAL 1, IN FAVOR OF THE ELECTION OF THE NOMINEE, AND
IN THE DISCRETION OF THE PROXIES AS TO ANY OTHER BUSINESS.
Please sign exactly as name appears below. When shares are held by joint
tenants, both should sign. When signing as attorney, executor, administrator,
trustee or guardian, please give full title as such. If a corporation, please
sign in full corporate name by President or other authorized officer. If a
partnership, please sign in partnership name by authorized person.
Dated: , 2000
---------------------
-------------------------------------------------
Signature
-------------------------------------------------
Signature (if held jointly)
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD
PROMPTLY USING THE ENCLOSED ENVELOPE.
