<PAGE> 1
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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:
<TABLE>
<S> <C>
[ ] 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.
</TABLE>
SERVOTRONICS, INC.
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
XXXXXXXXXXXXXXXX
(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: .........................................................
(4) Date Filed: ...........................................................
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
<PAGE> 2
[SERVOTRONICS, INC. LETTERHEAD]
Dr. Nicholas D. Trbovich
Chairman and President of Servotronics, Inc.
June 12, 2000
Dear Fellow Shareholder:
The Annual Meeting of Shareholders will take place on July 7, 2000 at 2:30
p.m. at the Albright-Knox Art Gallery, 1285 Elmwood Avenue, Buffalo, New York
14222. You are cordially invited to attend.
The enclosed Notice of Annual Meeting and Proxy Statement describe the
matters to be acted upon during the meeting. The meeting will also include a
report on the state of the Company's business.
To ensure your representation at the meeting, even if you are unable to
attend, please sign the enclosed Proxy Card and return it in the postage paid
envelope.
If you have any questions in regard to completing your proxy, please call
our Treasurer, Lee D. Burns, at (716) 655-5990.
Your continued interest and support is very much appreciated.
Sincerely,
/s/ Nicholas D. Trbovich
DR. NICHOLAS D. TRBOVICH
<PAGE> 3
SERVOTRONICS, INC.
1110 Maple Street
P.O. Box 300
Elma, New York 14059
NOTICE OF
2000 ANNUAL SHAREHOLDERS' MEETING
To the Shareholders:
Notice is hereby given that the 2000 Annual Meeting of the Shareholders of
Servotronics, Inc. (the "Company") will be held at the Albright-Knox Art
Gallery, 1285 Elmwood Avenue, Buffalo, New York 14222, on Friday, July 7, 2000
at 2:30 p.m., Buffalo time, for the following purposes:
1. To elect four directors to serve until the next Annual Meeting of
Shareholders and until their successors are elected and qualified.
2. To transact such other business as may properly come before the meeting
or any adjournments thereof.
Only shareholders of record at the close of business on June 5, 2000 are
entitled to notice of and to vote at the meeting or any adjournments thereof.
/s/ Dr. Nicolas D. Trbovich
DR. NICHOLAS D. TRBOVICH
Chairman of the Board,
President and Chief Executive Officer
Dated: June 12, 2000
SHAREHOLDERS ARE URGED TO VOTE BY SIGNING, DATING AND MAILING THE ENCLOSED PROXY
IN THE ENCLOSED ENVELOPE TO WHICH NO POSTAGE NEED BE AFFIXED IF MAILED IN THE
UNITED STATES.
<PAGE> 4
June 5, 2000
SERVOTRONICS, INC.
1110 Maple Street
P.O. Box 300
Elma, New York 14059
PROXY STATEMENT
FOR
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD JULY 7, 2000
The following information is furnished in connection with the Annual
Meeting of Shareholders of SERVOTRONICS, INC. (the "Company") to be held on July
7, 2000 at 2:30 p.m., Buffalo time, at the Albright-Knox Art Gallery, 1285
Elmwood Avenue, Buffalo, New York 14222. A copy of the Company's Annual Report
to Shareholders for the fiscal year ended December 31, 1999 accompanies this
Proxy Statement. Additional copies of the Annual Report, Notice, Proxy Statement
and form of proxy may be obtained from the Company's Treasurer, 1110 Maple
Street, P.O. Box 300, Elma, New York 14059. This Proxy Statement and proxy card
are first being mailed to shareholders on or about June 12, 2000.
SOLICITATION AND REVOCABILITY OF PROXIES
The enclosed proxy for the Annual Meeting of Shareholders is being
solicited by the directors of the Company. The proxy may be revoked by a
shareholder at any time prior to the exercise thereof by filing with the
Treasurer of the Company a written revocation or duly executed proxy bearing a
later date. The proxy may be revoked by a shareholder attending the meeting,
withdrawing such proxy and voting in person. The cost of soliciting the proxies
on the enclosed form will be paid by the Company. In addition to the use of
mails, proxies may be solicited by employees of the Company (who will receive no
additional compensation therefor) by means of personal interview, telephone or
telegraph, and it is anticipated that banks, brokerage houses and other
institutions, nominees or fiduciaries will be requested to forward the
soliciting material to their principals and to obtain authorization for the
execution of proxies. The Company may, upon request, reimburse banks, brokerage
houses and other institutions, nominees and fiduciaries for their expenses in
forwarding proxy material to their principals. The Company has retained the
services of Beacon Hill Partners, Inc., 90 Broad Street, New York, New York
10004, to assist in the solicitation of proxies and will pay such firm a fee of
approximately $3,000 plus expenses.
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
The record date for determining shares entitled to vote has been fixed at
the close of business on June 5, 2000. On such date there were outstanding
2,405,488 shares of common stock of the Company, $.20 par value ("Common
Stock"), entitled to one vote each.
1
<PAGE> 5
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The following table lists the persons that owned beneficially, as of June
5, 2000, more than five percent of the outstanding Common Stock, based on the
Company's records. Unless otherwise stated, each person has sole voting and
investment power with respect to the shares indicated as beneficially owned by
that person.
<TABLE>
<CAPTION>
NAME AND ADDRESS OF AMOUNT AND NATURE OF PERCENT OF
BENEFICIAL OWNER BENEFICIAL OWNERSHIP CLASS (1)
------------------- -------------------- ----------
<S> <C> <C>
Servotronics, Inc.
Employee Stock Ownership Trust 872,832(2) 36.3%
1110 Maple Street
P.O. Box 300
Elma, New York 14059
Dr. Nicholas D. Trbovich 324,207(3) 13.3%
1110 Maple Street
P.O. Box 300
Elma, New York 14059
Harvey Houtkin 364,856(4) 15.2%
78 Lafayette Avenue
Suffern, New York 10901
</TABLE>
---------------
(1) Percent of class is based upon 2,405,488 shares outstanding as of June 5,
2000 plus, in the case of Dr. Trbovich, the shares subject to his stock
option.
(2) The trustees of the Servotronics, Inc. Employee Stock Ownership
Trust -- Nicholas D. Trbovich, Jr., Lee D. Burns and Raymond C.
Zielinski -- direct the voting of unallocated shares. The participants in
the related plan have the right to direct the voting of shares which have
been allocated to their respective accounts; if a participant does not
direct the vote, the trustees may direct the vote of that participant's
shares. As of June 5, 2000 approximately 311,567 shares have been allocated
to the accounts of participants and approximately 561,265 shares (23.3% of
the shares outstanding) remain unallocated.
(3) This amount includes (i) 41,776 shares held by a charitable foundation for
which Dr. Trbovich serves as a trustee; (ii) an option to acquire 37,800
shares; (iii) approximately 36,584 shares allocated to Dr. Trbovich's
account under the Servotronics, Inc. Employee Stock Ownership Plan; and (iv)
approximately 3,084 shares beneficially owned by certain of Dr. Trbovich's
children (as to which Dr. Trbovich disclaims beneficial interest). This
amount does not include the shares beneficially owned by certain of Dr.
Trbovich's other relatives.
(4) Based on a statement on Schedule 13D, as last amended on April 19, 1999,
jointly filed by Mr. Houtkin, Rushmore Financial Services, Inc. and All-Tech
Investment Group, Inc. with the Securities and Exchange Commission.
According to Mr. Houtkin's statement, he has sole voting and investment
power with respect to 345,500 shares and shared voting and investment power
with respect to 19,356 shares owned by the joint corporate filers or by Mr.
Houtkin jointly with his mother. Mr. Houtkin disclaims beneficial ownership
in additional shares owned by other members of his family.
2
<PAGE> 6
SECURITY OWNERSHIP OF MANAGEMENT
The following table sets forth, as of June 5, 2000, information as to the
beneficial ownership of shares of Common Stock held by each nominee for director
and by all directors and officers as a group (each individual listed in the
following table has sole voting and investment power with respect to the shares
indicated as beneficially owned by that person, except as otherwise indicated):
<TABLE>
<CAPTION>
NAME OF AMOUNT AND NATURE OF PERCENT OF
BENEFICIAL OWNER BENEFICIAL OWNERSHIP CLASS (1)
---------------- -------------------- ----------
<S> <C> <C>
Dr. Nicholas D. Trbovich 324,207(2) 13.3%
Nicholas D. Trbovich, Jr. 52,509(3) 2.2%
Donald W. Hedges 22,336(4) 0.9%
Dr. William H. Duerig 16,193(5) 0.7%
All directors and executive officers as a group 1,035,125(6)(7) 40.9%
</TABLE>
---------------
(1) Percent of class is based upon 2,405,488 shares outstanding as of June 5,
2000 plus the number of shares subject to stock options held by the
indicated person or group.
(2) See note (3) to the table in "Security Ownership of Certain Beneficial
Owners."
(3) This amount includes 36,717 shares which Mr. Trbovich, Jr. has the right to
acquire under stock options and approximately 15,790 shares allocated to Mr.
Trbovich, Jr.'s account under the Servotronics, Inc. Employee Stock
Ownership Plan. Does not include shares held by the Servotronics, Inc.
Employee Stock Ownership Trust (the "ESOT") as to which Mr. Trbovich, Jr.
serves as one of three trustees. See note (6) below and the table in
"Security Ownership of Certain Beneficial Owners."
(4) This amount includes 12,600 shares which Mr. Hedges has the right to acquire
under a stock option. Mr. Hedges has sole voting and investment power with
respect to 9,261 shares and shared voting and investment power with respect
to 475 shares.
(5) This amount includes 12,600 shares which Dr. Duerig has the right to acquire
under a stock option. Dr. Duerig has sole voting in respect to 3,593 shares.
(6) Includes unallocated shares held by the ESOT over which certain officers, as
trustees of the ESOT, may be deemed to have voting power, as well as shares
allocated to the accounts of all officers as a group under the related plan.
See the table in "Security Ownership of Certain Beneficial Owners" and note
(2) thereto.
(7) See notes (2) through (5) above.
PROPOSAL 1
ELECTION OF DIRECTORS
The By-Laws of the Company provide that there shall be not less than three
directors nor more than nine and that the number of directors to be elected at
the Annual Meeting of Shareholders shall be fixed by the Board of Directors. The
Board of Directors has fixed the number of directors to be elected at the
meeting at four. Each person so elected shall serve until the next Annual
Meeting of Shareholders and until his successor is elected and shall have
qualified.
3
<PAGE> 7
The directors recommend a vote FOR the four nominees listed below. Unless
instructed otherwise, proxies will be voted FOR these nominees. Each nominee is
currently serving as a director of the Company and was elected at the Company's
1999 Annual Meeting of Shareholders.
The directors believe that all of the nominees are willing and able to
serve as directors of the Company. If any nominee at the time of election is
unable or unwilling to serve or is otherwise unavailable for election, the
enclosed proxy will be voted in accordance with the best judgment of the person
or persons voting the proxy. Each nominee, to be elected as a director, must
receive the affirmative vote of a plurality of the votes cast at the meeting.
The table below sets forth certain information regarding the nominees for
election to the Company's Board of Directors.
<TABLE>
<CAPTION>
POSITION WITH THE COMPANY AND PRINCIPAL OCCUPATION
NAME AGE AND BUSINESS EXPERIENCE FOR PAST FIVE YEARS
---- --- --------------------------------------------------
<S> <C> <C>
Dr. William H. Duerig 78 Director of the Company since 1990; Physicist and
Senior Program Manager for Kearfott Guidance &
Navigation Corporation for more than five years
prior to retirement in 1993.
Donald W. Hedges 78 Director of the Company since 1967; self-employed
attorney since 1988.
Nicholas D. Trbovich, 40 Director of the Company since 1990; Vice President
Jr. of the Company since 1990; Director of Corporate
Development of the Company from 1987 to 1990.
Dr. Nicholas D. Trbovich 65 Chairman of the Board of Directors, President and
Chief Executive Officer of the Company since 1959.
</TABLE>
COMMITTEES AND MEETING DATA
The Board of Directors has an Audit Committee comprised of Messrs. Duerig
and Hedges. The Audit Committee meets with the Company's independent auditors
and reviews with them matters relating to corporate financial reporting and
accounting procedures and policies, the adequacy of financial, accounting and
operating controls, the scope of the audit and the results of the audit. The
Audit Committee is also charged with the responsibility of submitting to the
Board of Directors any recommendations it may have from time to time with
respect to financial reporting and accounting practices and policies and
financial, accounting and operation controls and safeguards.
Other than the functions performed by the Audit Committee, all functions of
individual committees are performed by the Board of Directors. During the fiscal
year ended December 31, 1999, the Audit Committee met once and the full Board of
Directors met eight times. No director attended less than 100% of the meetings
held.
4
<PAGE> 8
EXECUTIVE OFFICERS
The following is a listing of the Company's executive officers:
<TABLE>
<CAPTION>
POSITION WITH THE COMPANY AND PRINCIPAL OCCUPATION
NAME AGE AND BUSINESS EXPERIENCE FOR PAST FIVE YEARS
---- --- --------------------------------------------------
<S> <C> <C>
Dr. Nicholas D. Trbovich 65 See table under "Election of Directors."
Nicholas D. Trbovich, 40 See table under "Election of Directors."
Jr.
Raymond C. Zielinski 55 Vice President since 1990.
Lee D. Burns 58 Treasurer and Secretary since 1991.
</TABLE>
Nicholas D. Trbovich, Jr. is the son of Dr. Nicholas D. Trbovich. There are
no other family relationships between any of the directors or executive officers
of the Company.
EXECUTIVE COMPENSATION
Directors' Fees. Under the Company's standard compensation arrangements
with directors who are not employees, each such director is paid a yearly
director's fee of $10,000 plus a per meeting fee of $650 and reimbursement of
actual expenses for attendance at Board or Audit Committee meetings. Effective
in the year 2000, members of the Audit Committee will receive a fee of $400 for
attendance at each meeting of that committee. No such meeting fee will be paid
if the Audit Committee meeting is held on the same day as the Board of Directors
meets, in which case only the $650 Board meeting fee will be paid to directors
who are also Audit Committee members. Directors who are also employees do not
receive the director's and/or meeting fees.
Compensation Table. The following table shows the compensation paid by the
Company to each executive officer of the Company whose total salary and bonus
from the Company and its subsidiaries exceeded $100,000 during any of the last
three fiscal years.
<TABLE>
<CAPTION>
ANNUAL COMPENSATION
----------------------------------------------
OTHER
ANNUAL ALL OTHER
NAME AND COMPEN- COMPEN-
PRINCIPAL POSITION YEAR SALARY BONUS (1) SATION (2) SATION (3)(4)
------------------ ---- -------- --------- ---------- -------------
<S> <C> <C> <C> <C> <C>
Dr. Nicholas D. Trbovich 1999 $318,654 $50,000 $26,907 $14,437
Chairman, President and CEO 1998 288,558 50,000 17,265 17,417
1997 290,529 45,000 28,027 34,380
Raymond C. Zielinski 1999 $108,942 $ 7,500 -- $ 7,533
Vice President 1998 99,677 6,500 $ 7,846 10,275
1997 91,962 4,500 -- 15,796
</TABLE>
---------------
(1) The "Bonus" column of the compensation table above includes discretionary
incentive payments authorized by the Board of Directors and paid in the year
indicated in the table. Discretionary payments authorized for 2000 will be
included in the compensation table for 2000 to the extent they are paid in
that year. The Board of Directors has made no commitment for incentive
payments in subsequent years.
5
<PAGE> 9
(2) Includes for Dr. Trbovich $25,000, $16,442 and $26,145 in 1999, 1998 and
1997, respectively, and $7,846 for Mr. Zielinski in 1998, for untaken
vacation pursuant to a policy that is generally applicable to all employees
of the Company; these amounts reflect accrued vacation earned and expensed
by the Company over several years and prior to when payment was received.
(3) All Other Compensation for 1999 includes (i) an allocation of 1,517.406
shares for Dr. Trbovich and 1,144.138 shares for Mr. Zielinski of Common
Stock of the Company under the Servotronics, Inc. Employee Stock Ownership
Plan valued as of November 30, 1999 (the date of the allocation) at the
closing price on the American Stock Exchange on that date of $5 1/4 per
share and (ii) $6,470 for life insurance and health care benefits for Dr.
Trbovich and $1,526 for such benefits for Mr. Zielinski, but excludes
$91,876, the excess value of stock options exercised by Dr. Nicholas D.
Trbovich in 1999 over market price. Dr. Trbovich received $195,000 by reason
of the Company's withdrawal of that amount from his pension-related deferred
compensation account; accruals to that account have been reported in
previous filings. This amount, as well as 8,784 shares withheld by the
Company from the total shares acquired on exercise, was used to pay the
expenses payable by Dr. Trbovich as a result of the transaction. See table,
"Aggregated Option Exercises in Last Fiscal Year and Fiscal Year-End Option
Values", below.
(4) No stock options or rights were awarded to either officer in 1999.
<TABLE>
<CAPTION>
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
-----------------------------------------------
NUMBER OF
SECURITIES
UNDERLYING
UNEXERCISED VALUE OF
SHARES OPTIONS AT UNEXERCISED
ACQUIRED FISCAL YEAR-END: IN-THE-MONEY
ON REALIZED EXERCISABLE/ OPTIONS AT
NAME OF OFFICER EXERCISE VALUE UNEXERCISABLE FISCAL YEAR-END (2)
--------------- -------- -------- ---------------- ---------------------
<S> <C> <C> <C> <C>
Dr. Nicholas D. Trbovich 37,778(1) $91,876 37,800/0 -0-
Raymond C. Zielinski -0- -- 11,524/0 -0-
</TABLE>
---------------
(1) This number includes 8,784 shares withheld by the Company and applied to
certain costs of the exercise transaction.
(2) None of the unexercised options held by the named individuals was
in-the-money at fiscal year-end.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE.
Based solely on its review of reports filed pursuant to Section 16(a) of
the Securities Exchange Act or representations from directors and executive
officers required to file such reports, the Company believes that all such
filings required of its officers and directors were timely made.
EMPLOYMENT AGREEMENT.
Dr. Trbovich has an employment agreement with the Company pursuant to which
he is entitled to receive minimum direct compensation of $325,000 per annum, or
such greater amount as the Company's Board of Directors may determine, and
lifetime health and life insurance benefits. In the event of Dr. Trbovich's
death or total disability during the term of the employment agreement, he or his
estate is entitled to receive 50% of the compensation he is receiving from the
Company at the time of his death or
6
<PAGE> 10
disability during the remainder of the term of the employment agreement. Also,
in the event of (i) a breach of the agreement by the Company, (ii) a change in
control of the Company, as defined, or (iii) a change in the responsibilities,
positions or geographic office location of Dr. Trbovich, he is entitled to
terminate the agreement and receive a payment of 2.99 times his average annual
compensation from the Company for the preceding five years. If this provision is
invoked by Dr. Trbovich and the Company makes the required payment, the Company
will be relieved of any further liability under the agreement notwithstanding
the number of years covered by the agreement prior to termination. In the event
the agreement is not extended by the Company beyond the scheduled expiration
date (September 30, 2004), as such date may be extended, Dr. Trbovich will be
entitled to a severance payment equal to nine months' salary and benefits.
CERTAIN TRANSACTIONS AND RELATIONSHIPS
During 1999, certain of Dr. Trbovich's sons were employed by the Company
and received, in the aggregate, $122,975 in compensation from the Company. See
also the discussion under "Employment Agreement" above.
INDEPENDENT PUBLIC ACCOUNTANTS
PricewaterhouseCoopers LLP, which has served as the Company's independent
public accountants since 1976, has been selected by the Board of Directors as
the independent public accountants for the Company's current fiscal year. A
representative of PricewaterhouseCoopers is expected to be present at the
meeting with the opportunity to make a statement if he desires to do so and will
be available to respond to appropriate questions of shareholders.
VOTING INFORMATION
The presence, in person or by properly executed proxy, of the holders of
shares of Common Stock entitled to cast a majority of the votes entitled to be
cast by the holders of all outstanding shares of Common Stock is necessary to
constitute a quorum. Shares of Common Stock represented by a properly signed,
dated and returned proxy will be treated as present at the meeting for the
purposes of determining a quorum. Proxies relating to "street name" shares of
Common Stock that are voted by brokers will be counted as shares of Common Stock
present for purposes of determining the presence of a quorum, but will not be
treated as shares of Common Stock having voted at the Meeting as to any proposal
on which the broker does not vote.
SHAREHOLDER PROPOSALS
Shareholder proposals must be received at the Company's offices no later
than February 7, 2001, in order to be considered for inclusion in the Company's
proxy materials for the 2001 Annual Meeting.
7
<PAGE> 11
OTHER MATTERS
So far as the directors are aware, no matters other than the election of
directors will be presented to the meeting for action on the part of the
shareholders. If any other matters are properly brought before the meeting, it
is the intention of the persons named in the accompanying proxy to vote thereon
the shares to which the proxy relates in accordance with their best judgment.
By Order of the Directors
/s/ Nicholas D. Trbovich
DR. NICHOLAS D. TRBOVICH
Chairman of the Board,
President and Chief Executive Officer
Elma, New York
8
<PAGE> 12
SERVOTRONICS, INC. PROXY
1110 Maple Street THIS PROXY IS SOLICITED ON
P.O. Box 300 BEHALF OF THE BOARD OF DIRECTORS
Elma, New York 14059
The undersigned hereby appoints Dr. William H. Duerig, Donald W. Hedges,
Nicholas D. Trbovich, Jr. and Dr. Nicholas D. Trbovich, and each or any of them,
Proxies for the undersigned, with full power of substitution, to vote all shares
of Servotronics, Inc. which the undersigned would be entitled to vote at the
Annual Meeting of Shareholders to be held at 2:30 p.m., Buffalo time, July 7,
2000, at the Albright-Knox Art Gallery, 1285 Elmwood Avenue, Buffalo, New York
14222, or any adjournments thereof, and directs that the shares represented by
this Proxy shall be voted as indicated below:
1. Election of Directors
[ ] FOR all nominees listed below
(except as otherwise marked to the contrary below)
[ ] WITHHOLD AUTHORITY to vote for all nominees listed below
INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE,
STRIKE A LINE THROUGH HIS NAME IN THE LIST BELOW:
Dr. William H. Duerig, Donald W. Hedges, Nicholas D. Trbovich, Jr.
and Dr. Nicholas D. Trbovich.
(Continued and to be signed on the reverse side)
(Continued from other side)
2. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting or any adjournments thereof.
THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS DIRECTED BY THE
SHAREHOLDER. THE BOARD OF DIRECTORS FAVORS A VOTE FOR THE NOMINEES FOR DIRECTOR
LISTED ABOVE. IF NO DIRECTION IS MADE, THE PROXY WILL BE VOTED FOR THOSE
NOMINEES.
Please date and sign your name exactly as it appears below and return this
Proxy promptly in the enclosed envelope, which requires no postage if mailed in
the United States.
Dated , 2000
----------------
-----------------------------
Signature
-----------------------------
Signature
Joint owners should each
sign. Executors,
administrators, trustees,
guardians and corporate
officers should indicate
their title.
Proxy Card
