<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
/X/ Definitive Proxy Statement Commission Only
/ / Definitive Additional Materials (as permitted by Rule
/ / Soliciting Material Pursuant to 14a-6(e)(2))
Rule 14a-11(c) or Rule 14a-12
EXX INC
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
PAYMENT OF FILING FEE (CHECK THE APPROPRIATE BOX):
/X/ No fee required.
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
(1) TITLE OF EACH CLASS OF SECURITIES TO WHICH TRANSACTION APPLIES:
- ------------------------------------------------------------------------------
(2) AGGREGATE NUMBER OF SECURITIES TO WHICH TRANSACTIONS 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
EXX INC
SUITE 689
1350 EAST FLAMINGO ROAD
LAS VEGAS, NEVADA 89119
_________________
January 25, 2000
Dear Fellow Stockholders:
You are cordially invited to attend the Special Meeting of
Stockholders to be held at the office of Henry Gordy International, Inc.
at 900 North Avenue, Plainfield, New Jersey at 3:00 p.m. (local time) on
Monday, February 14, 2000. At the Special Meeting, you will be asked to
vote on a proposal to amend the Articles of Incorporation, as amended, of
the Company to authorize the Board of Directors to declare and pay stock
dividends of one class or series of stock with shares of the same class or
series, or any other class or series of stock.
The Board of Directors have unanimously approved the proposal to amend
the Articles of Incorporation and have recommended that the stockholders
vote "FOR" the proposal. The members of the Board of Directors, who, in the
aggregate, hold 49.35% of the Class A Common Stock and 50.34% of the Class B
Common Stock, have announced their intention to vote in favor of the
proposal. Therefore, it is anticipated that the proposal will be approved
by a majority of the shares entitled to vote on the proposal.
Upon approval of the proposal by the stockholders, the Company will
instruct its transfer agent to issue the dividend shares called for in the
previously announced stock dividend of four shares of Class A Common Stock
for each share of Class A Common Stock and four shares of Class A Common
Stock for each share of Class B Common Stock. The Company and the transfer
agent will make every effort to have the dividend shares issued as quickly
as possible.
We cordially invite you to attend the Special Meeting. Whether you
plan to attend or not, we urge you to date, sign and return the enclosed
proxy in the envelope provided so that your vote counts. If you do attend
the Special Meeting, you can still vote in person at the meeting, or allow
your proxy to stand. Either way, the Board of Directors recommends that
you vote "FOR" this proposal.
Sincerely,
DAVID A. SEGAL
Chairman
<PAGE> 3
EXX INC
SUITE 689
1350 EAST FLAMINGO ROAD
LAS VEGAS, NEVADA 89119
_________________
NOTICE OF SPECIAL MEETING OF
CLASS A AND CLASS B STOCKHOLDERS
TO BE HELD FEBRUARY 14, 2000
_________________
To the Stockholders:
The Special Meeting of Stockholders of EXX Inc (the "Company") will be
held at the office of Henry Gordy International, Inc. at 900 North Avenue,
Plainfield, New Jersey at 3:00 p.m. (local time) on Monday, February 14, 2000
for the following purposes:
(1) To consider and act upon the approval of an amendment to Article 3
of EXX Inc's Articles of Incorporation, as amended, to authorize
that the shares of one class or series of stock may be issued as a
stock dividend in respect of shares of another class or series of
stock; and
(2) To consider and act upon such other business as may properly come
before the meeting or any adjournment thereof.
The Board of Directors has fixed the close of business on January 24,
2000, as the record date for the determination of the holders of Class A and
Class B stock entitled to notice of and to vote at the meeting and at any
adjournments thereof.
A form of proxy and the Proxy Statement respecting the meeting are
enclosed and are hereby made a part of this Notice.
You are cordially invited to attend the meeting in person. Whether
or not you plan to attend, you are urged to promptly MARK, DATE, SIGN AND
RETURN THE ENCLOSED PROXY CARD(S) in the accompanying envelope. Return of
your Proxy will not deprive you of your right to vote your shares in person
at the meeting.
By Order of the Board of Directors
David A. Segal
Chairman of the Board and
Chief Executive Officer
Las Vegas, Nevada
January 25, 2000
<PAGE> 4
EXX INC
SUITE 689
1350 EAST FLAMINGO ROAD
LAS VEGAS, NEVADA 89119
(702) 598-3223
PROXY STATEMENT
_________________
SPECIAL MEETING OF CLASS A AND CLASS B STOCKHOLDERS
ON FEBRUARY 14, 2000
________________
SOLICITATION AND REVOCATION OF PROXIES
This Proxy Statement and the accompanying form of proxy are being
furnished to the stockholders of EXX INC (the "Company") in connection with
the solicitation of proxies by the Board of Directors of the Company with
respect to the Company's Special Meeting of Stockholders to be held at
3:00 p.m. (local time) on Monday, February 14, 2000 at 900 North Avenue,
Plainfield, New Jersey, and any adjournments of said meeting for the purposes
set forth in the accompanying Notice of Special Meeting of Stockholders.
Your proxy is being solicited by the Board of Directors of the Company
(the "Board of Directors"). This proxy may be revoked at any time before it
is voted by filing a written notice of revocation or a later-dated proxy with
the Secretary of the Company at the principal offices of the Company or by
attending the Special Meeting and voting the shares in person. Attendance
alone at the Special Meeting will not of itself revoke a proxy. Proxies that
are properly executed, timely received and not revoked will be voted in the
manner indicated thereon at the Special Meeting and any adjournment thereof.
This Proxy Statement, the Notice of Special Meeting and the accompanying
proxy were first mailed to the stockholders of the Company on or about
January 25, 2000. The Company will bear the entire expense of soliciting
proxies. Proxies will be solicited by mail initially. The directors,
executive officers and employees of the Company also may solicit proxies
personally or by telephone or other means, but such persons will not be
specially compensated for such services. Certain holders of record, such as
brokers, custodians and nominees, are being requested to distribute proxy
materials to beneficial owners and will be reimbursed by the Company for
their reasonable expenses incurred in sending proxy materials to beneficial
owners.
VOTING SECURITIES AND QUORUM
Only stockholders of record at the close of business on January 24, 2000
will be entitled to notice and to vote at the meeting and at any adjournments
of the meeting. As of January 24, 2000, 1,912,159 shares of the Company's Class
A Common Stock, par value $0.01 ("Class A Common Stock") and 624,953 shares
of the Company's Class B Common Stock, par value $0.01 ("Class B Common
Stock"), were outstanding (exclusive of Treasury Shares). No shares of the
Company's preferred stock, par value $0.01, were outstanding. The holder of
each outstanding share of Class A Common Stock and of Class B Common Stock is
entitled to one vote on each matter to be acted upon at the Special Meeting.
Shares
- 2 -
<PAGE> 5
subject to abstentions will be treated as shares that are present at the
Special Meeting for purposes of determining the presence of a quorum and
as voted for the purposes of determining the base number of shares voted on
any of the proposals. If a broker or other nominee holder indicates on the
proxy that it does not have discretionary authority to vote the shares it
holds of record on a proposal, those shares will not be treated as present at
the Special Meeting for purposes of determining the presence of a quorum and
will not be considered as voted for purposes of determining the approval of
the stockholders on a particular proposal.
REQUIRED VOTE
The amendment of the Articles of Incorporation, as amended, of the
Company (the "Articles of Incorporation") requires the affirmative vote
of the holders of a majority of the outstanding shares of each of Class A
Common Stock and of Class B Common Stock; therefore, abstentions and broker
non-votes will have the effect of a vote against the amendment. Each duly
executed proxy in the form enclosed will be voted FOR the proposed amendment
to the Articles of Incorporation, unless otherwise directed in the proxy.
PROPOSAL TO AMEND
ARTICLE 3 OF THE ARTICLES OF INCORPORATION
OF THE COMPANY
The Board of Directors has approved a proposal to amend Article 3 of the
Articles of Incorporation to authorize that the shares of one class or series
of stock may be issued as a stock dividend in respect of shares of another
class or series of stock and has directed that the proposal be submitted to
the vote of the stockholders at the Special Meeting.
On December 3, 1999, the Board of Directors declared a dividend of four
shares of Class A Common Stock for each share of Class A Common Stock and a
dividend of four shares of Class A Common Stock for each share of Class B
Common Stock. In order to effect this dividend, an amendment to the Articles
of Incorporation is necessary. The Board of Directors believes the stock
dividend is advisable because it is anticipated that this stock dividend will
broaden the Company's shareholder base, creating a larger and more active
market for the Company's shares. If the proposal is not approved, the Board
of Directors will reconsider the proposed stock dividend and take such
actions as it deems appropriate under the circumstances.
Pursuant to Section 78.215.4 of the Nevada General Corporation Law, the
shares of one class or series of stock of a Nevada corporation may be issued
as a stock dividend in respect of shares of another class or series of stock
only in the following circumstances: (1) the articles of incorporation so
authorize; (2) a majority of the votes entitled to be cast by the class or
series to be issued approve the issue; or (3) there are no outstanding
shares of the class or series to be issued. Presently, the Articles of
Incorporation do not specifically authorize the Board of Directors to declare
such a stock dividend.
The proposed amendment could result in increasing the number of shares
that would have to be acquired by a party seeking to obtain control of the
Company, but would not otherwise affect the legal rights of the stockholders
of the outstanding shares of Class A Common Stock and Class B Common Stock.
The declaration of a stock dividend whereby the shares of one class or series
of stock are issued in
- 3 -
<PAGE> 6
respect of shares of another class or series of stock could be considered an
anti-takeover measure because an increase in the number of shares of a class
of common stock could be used by the Board of Directors to make a change in
control of the Company more difficult. The Board of Directors' purpose in
recommending this proposal is not as an anti-takeover measure, but for the
reasons discussed above.
Class A and Class B stockholders have no preemptive rights to acquire
shares issued by the Company under its existing Articles of Incorporation,
and stockholders would not acquire any such rights with respect to any stock
dividends declared pursuant to the proposed amendment to the Articles of
Incorporation. Under some circumstances, the declaration of such a stock
dividend could dilute voting rights, equity and earnings per share of
existing stockholders of a specific class. The declaration of a stock
dividend would not otherwise affect the legal rights of the stockholders of
the outstanding shares of either class of common stock.
The Board of Directors believes that it is in the best interests of the
Company and its stockholders to authorize that the shares of one class or
series of stock may be issued as a stock dividend in respect of shares of
another class or series of stock. The amendment will allow the Board of
Directors to declare a stock dividend in the future without having to engage
in a costly proxy solicitation.
The complete text of the proposed amendment to the Articles of
Incorporation is set forth in Annex A to this Proxy Statement.
Adoption of the proposed amendment to Article 3 of the Articles of
Incorporation will require the affirmative vote of the holders of a majority
of the outstanding shares of common stock.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" APPROVAL OF THE PROPOSED
AMENDMENT TO ARTICLE 3 OF THE ARTICLES OF INCORPORATION.
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<PAGE> 7
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
SECURITY OWNERSHIP OF MANAGEMENT
The following table sets forth information regarding the amount of each
class of common stock beneficially owned, as of January 24, 2000, by each
person who is a named executive officer, director or known by the Company to
own beneficially more than 5% of either class of the Company's common stock,
and all directors and executive officers of the Company as a group:
<TABLE>
<CAPTION>
PERCENT OF OUTSTANDING
SHARES OF COMMON STOCK COMMON STOCK
BENEFICIALLY OWNED BENEFICIALLY OWNED
NAME AND ADDRESS OF BENEFICIAL OWNER CLASS A CLASS B CLASS A CLASS B
- ------------------------------------ ------- ------- ------- -------
<S> <C> <C> <C> <C>
WILLIAM HENRY ALLEN -- 40,600 -- 6.5%
P.O. Box 113
Washington, Illinois 61571
JERRY FISHMAN 300 100 <F*> <F*>
1350 Flamingo Rd., Suite 689
Las Vegas, Nevada 89119
NORMAN H. PERLMUTTER 600 200 <F*> <F*>
1350 Flamingo Rd., Suite 689
Las Vegas, Nevada 89119
FREDRIC REMINGTON 300 100 <F*> <F*>
1350 Flamingo Rd., Suite 689
Las Vegas, Nevada 89119
DAVID A. SEGAL 1,242,534<F1><F2> 414,178<F1><F2> 56.17% 57.13%
1350 Flamingo Rd., Suite 689
Las Vegas, Nevada 89119
All executive officers and 1,243,734<F1><F2> 414,578<F1><F2> 56.22% 57.19%
directors of the Company
as a group (4 persons)
<FN>
- -------------------------
<F*>Less than 1/10 of 1%
<F1> Includes 418,500 Class A Shares and 139,500 Class B shares owned
by Mr. Segal as trustee for his children; Mr. Segal disclaims any
beneficial interest in the shares held by him as trustee.
<F2> Includes options to purchase 300,000 Class A shares and 100,000
Class B shares.
</TABLE>
Mr. Segal who, disregarding any presently exercisable but unexercised
options, beneficially owns 49.29% of Class A Common Stock and 50.27% of Class
B Common Stock, has advised the Board of Directors that he intends to vote
FOR approval of the proposed amendment to the Articles of Incorporation.
- 5 -
<PAGE> 8
OTHER BUSINESS
The Company's Board of Directors knows of no other matters which may
come before the meeting. However, if any other business should come before
the meeting, the proxies to which this statement relates will be voted on
such matters in accordance with the best judgment of the person authorized
therein.
PROPOSALS OF SECURITY HOLDERS FOR THE ANNUAL MEETING OF
STOCKHOLDERS FOR 2000
Any proposal by a stockholder of the Company intended to be presented
at the next Annual Meeting of Stockholders must be received at the Company's
Executive offices on or before March 1, 2000.
By Order of the Board of Directors,
David A. Segal
Chairman of the Board and
Chief Executive Officer
Las Vegas, Nevada
January 25, 2000
- 6 -
<PAGE> 9
ANNEX A
RESOLUTION TO AMEND ARTICLES OF INCORPORATION
OF
EXX INC
The following amendment to the Articles of Incorporation of EXX Inc (the
"Company") shall be put to a vote of the stockholders of the Company at the
Special Meeting of Stockholders to be held February 14, 2000:
RESOLVED, that Article 3 of the Articles of
Incorporation, as amended, of the Company shall be
amended to read as follows<F*>:
ARTICLE THIRD
-------------
The total number of shares the corporation is authorized to issue
is 31 million shares, par value $0.01 per share, 25 million shares
of which are classified as Class A Common Stock, one million
shares of which are classified as Class B Common Stock and 5
million shares of which are classified as Preferred Stock. All
shares of Class A Common Stock and Class B Common Stock
(collectively, "Common Stock") shall be identical and shall
entitle the holders thereof to the same rights and privileges,
except as otherwise provided in these Articles of Incorporation.
THE BOARD OF DIRECTORS SHALL HAVE THE POWER TO DECLARE AND PAY A
DIVIDEND ON ANY CLASS OR SERIES OF STOCK IN THE FORM OF SHARES OF
THE SAME CLASS OR SERIES OR ANY OTHER CLASS OR SERIES OF STOCK.
1. Preferred Stock. The Board of Directors shall
---------------
have the power to designate the shares of Preferred
Stock as being of one or more series, to issue the
shares of Preferred Stock comprising any such series,
to fix the terms, preferences, voting powers,
restrictions and qualifications of any such series,
and, without limiting the generality of the foregoing,
to fix as to each such series:
(i) the number of shares constituting that
series and the distinctive designation of that series;
(ii) the dividend rate on the shares of that
series, whether dividends shall be cumulative, and, if
so, from which date or dates, and the relative rights
of priority, if any, of payment of dividends on shares
of that series;
(iii) whether that series shall have
conversion privileges, and if so, the terms and
conditions of such conversion, including provision for
adjustment of the conversion rate in such events as
the Board of Directors shall determine;
(iv) whether or not the shares of that series
shall be redeemable, and, if so, the terms and
conditions of such redemption, including the date or
dates upon or after which they shall be redeemable,
and the amount per share payable in case of
redemption, which amount may vary under different
conditions and at different redemption dates;
[FN]
- ----------------------------------
<F*> The amended language appears in bold type.
<PAGE> 10
(v) whether that series shall have a sinking
fund for the redemption or purchase of shares of that
series, and, if so, the terms and amount of such
sinking fund;
(vi) the rights of the shares of that series
in the event of voluntary or involuntary liquidation,
dissolution or winding up of their corporation, and
the relative rights of priority, if any, of payment of
shares of that series;
(vii) any other relative rights, preferences
and limitations of that series.
Dividends on outstanding shares of Preferred Stock
shall be paid or declared and set apart for payment
before any dividends shall be paid or declared and set
apart for payment on shares of Common Stock with
respect to the same dividend period.
If upon any voluntary or involuntary liquidation,
dissolution or winding up of the corporation, the
assets available for distribution to holders of shares
of Preferred Stock of all series shall be insufficient
to pay such holders the full preferential amount to
which they are entitled, then such assets shall be
distributed ratably among the shares of all series of
Preferred Stock in accordance with the respective
preferential amounts (including unpaid cumulative
dividends, if any) payable with respect thereto.
2. Common Stock. (a) Except to the extent voting
------------
power is granted or reserved to the holders of
outstanding shares of Preferred Stock, if at all, and
except to the extent set forth in paragraph 2(b) of
this ARTICLE THIRD, below, with respect to all matters
upon which the corporation's stockholders are entitled
to vote or give consent each holder of outstanding
shares of Class A Common Stock and each holder of
outstanding shares of Class B Common Stock shall be
entitled to vote thereon or grant or withhold their
consent thereto, and with respect to matters upon
which such holders are entitled to vote, they shall be
entitled to cast one vote for each share of Class A
Common Stock standing in each such holder's name and
one vote for each share of Class B Common Stock
standing in each such holder's name.
(b) Notwithstanding the foregoing,
(i) except to the extent power to elect
Directors is granted or reserved to the holders of
outstanding shares of Preferred Stock, if at all, the
holders of outstanding shares of Class B Common Stock
shall be entitled to separately vote upon as a class
and elect a number of Directors equal to the number of
Directors which comprises the entire Board of
Directors multiplied by two-thirds and rounded up to
the nearest whole number, and the holders of
outstanding shares of Class A Common Stock shall be
entitled to vote separately as a class and elect a
number of Directors, which may be zero, equal to the
entire Board of Directors less the number of Directors
upon which the holders of outstanding shares of Class
B Common Stock are entitled to separately vote as a
class and elect; and
(ii) this ARTICLE THIRD shall not be
amended except upon the affirmative vote of both
holders of not less than one-half of the outstanding
shares of Class B Common Stock and holders of not less
than one-half of the outstanding shares of Class A
Common Stock.
<PAGE> 11
PROXY
EXX INC
CLASS A STOCKHOLDER PROXY
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
THE COMPANY FOR THE SPECIAL MEETING FEBRUARY 14, 2000
The undersigned hereby constitutes and appoints David A. Segal his true and
lawful agent and proxy, with full power of substitution, to represent the
undersigned at the Special Meeting of Stockholders of EXX INC to be held
at the office of Henry Gordy International, Inc. at 900 North Avenue,
Plainfield, New Jersey, at 3:00 p.m. on Monday, February 14, 2000, and at
any adjournments thereof, on all matters coming before said meeting, all in
accordance with and as more fully described in the Notice and accompanying
Proxy Statement for such meeting, receipt of which is hereby acknowledged.
1. APPROVAL OF AN AMENDMENT TO ARTICLE 3 OF THE COMPANY'S ARTICLES OF
INCORPORATION.
/ / FOR / / AGAINST / / ABSTAIN
2. IN HIS DISCRETION, THE PROXY IS AUTHORIZED TO VOTE UPON SUCH OTHER
BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENTS
THEREOF.
/ / FOR / / AGAINST / / ABSTAIN
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY USING THE
ENCLOSED ENVELOPE
THIS PROXY, WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED STOCKHOLDERS. IF NO DIRECTION IS MADE, THE PROXY
WILL BE VOTED "FOR" THE AMENDMENT TO THE ARTICLES OF INCORPORATION.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
THE BOARD OF DIRECTORS RECOMMENDS VOTING "FOR" THE ADOPTION OF THE AMENDMENT
TO ARTICLE 3 OF THE ARTICLES AS SET FORTH IN ITEM NO. 1 ABOVE.
DATED: _____________________________, 2000
________________________________________
Signature
________________________________________
Signature, if held jointly
Please sign exactly as name appears on
this Proxy Card. When shares are held by
joint tenants, both should sign. When
signing as attorney-in-fact, executor,
administrator, personal representative,
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.
PLEASE MARK, DATE, SIGN AND RETURN THIS PROXY CARD PROMPTLY USING THE
ENCLOSED ENVELOPE.
<PAGE> 12
PROXY
EXX INC
CLASS B STOCKHOLDER PROXY
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
THE COMPANY FOR THE SPECIAL MEETING FEBRUARY 14, 2000
The undersigned hereby constitutes and appoints David A. Segal his true and
lawful agent and proxy, with full power of substitution, to represent the
undersigned at the Special Meeting of Stockholders of EXX INC to be held
at the office of Henry Gordy International, Inc. at 900 North Avenue,
Plainfield, New Jersey, at 3:00 p.m. on Monday, February 14, 2000, and at
any adjournments thereof, on all matters coming before said meeting, all in
accordance with and as more fully described in the Notice and accompanying
Proxy Statement for such meeting, receipt of which is hereby acknowledged.
1. APPROVAL OF AN AMENDMENT TO ARTICLE 3 OF THE COMPANY'S ARTICLES OF
INCORPORATION.
/ / FOR / / AGAINST / / ABSTAIN
2. IN HIS DISCRETION, THE PROXY IS AUTHORIZED TO VOTE UPON SUCH OTHER
BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENTS
THEREOF.
/ / FOR / / AGAINST / / ABSTAIN
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY USING THE
ENCLOSED ENVELOPE
THIS PROXY, WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED STOCKHOLDERS. IF NO DIRECTION IS MADE, THE PROXY
WILL BE VOTED "FOR" THE AMENDMENT TO THE ARTICLES OF INCORPORATION.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
THE BOARD OF DIRECTORS RECOMMENDS VOTING "FOR" THE ADOPTION OF THE AMENDMENT
TO ARTICLE 3 OF THE ARTICLES AS SET FORTH IN ITEM NO. 1 ABOVE.
DATED: _____________________________, 2000
________________________________________
Signature
________________________________________
Signature, if held jointly
Please sign exactly as name appears on
this Proxy Card. When shares are held by
joint tenants, both should sign. When
signing as attorney-in-fact, executor,
administrator, personal representative,
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.
PLEASE MARK, DATE, SIGN AND RETURN THIS PROXY CARD PROMPTLY USING THE
ENCLOSED ENVELOPE.
