<PAGE> 1
SCHEDULE 14A
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934
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 sec. 240.14a-11(c) or sec. 240.14a-12
</TABLE>
JABIL CIRCUIT, INC.
--------------------------------------------------------------------------------
(Name of Registrant as Specified in its Charter)
--------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than 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)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
------------------------------------------------------------------------
(5) Total fee paid:
------------------------------------------------------------------------
[ ] Fee paid previously with preliminary materials:
----------------------------------------------------------------------------
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
------------------------------------------------------------------------
(2) Form, Schedule or Registration No.:
------------------------------------------------------------------------
(3) Filing Party:
------------------------------------------------------------------------
(4) Date Filed:
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<PAGE> 2
JABIL CIRCUIT, INC.
---------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JANUARY 18, 2001
---------------------
TO THE STOCKHOLDERS:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of Jabil
Circuit, Inc., a Delaware corporation ("Jabil"), will be held on Thursday,
January 18, 2001, at 10:00 a.m., local time, in the Sunset Ballroom at the Vinoy
Country Club located at 600 Snell Isle Boulevard, St. Petersburg, Florida 33704
for the following purposes:
1. To elect seven directors to serve for the ensuing year or until
their successors are duly elected and qualified.
2. To approve an amendment to Jabil's Certificate of Incorporation to
increase the number of authorized shares of Jabil Common Stock from
250,000,000 to 500,000,000 shares.
3. To ratify the appointment of KPMG LLP as Jabil's independent
auditors for the fiscal year ending August 31, 2001.
4. To transact such other business as may properly come before the
Annual Meeting or any adjournment thereof.
The foregoing items of business are more fully described in the Proxy
Statement accompanying this Notice. Only stockholders of record at the close of
business on November 30, 2000 are entitled to notice of and to vote at the
Annual Meeting.
A list of all Stockholders entitled to vote at the 2000 Annual Meeting will
be available for examination at the Office of General Counsel of Jabil Circuit,
Inc., at 10560 Ninth Street North, St. Petersburg, Florida 33716, for the ten
days before the meeting between 9:00 a.m. and 5:00 p.m., local time, and at the
place of the Annual Meeting during the Annual Meeting.
All stockholders are cordially invited to attend the Annual Meeting in
person. However, to ensure your representation at the Annual Meeting, you are
urged to vote your shares using one of the following methods: (1) vote through
the Internet at the Web site shown on the proxy card; or (2) mark, date, sign
and return the enclosed proxy as promptly as possible in the postage-prepaid
envelope enclosed for that purpose. YOU MAY REVOKE YOUR PROXY IN THE MANNER
DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT AT ANY TIME BEFORE IT HAS BEEN
VOTED AT THE ANNUAL MEETING. ANY STOCKHOLDER ATTENDING THE ANNUAL MEETING MAY
VOTE IN PERSON EVEN IF HE OR SHE HAS RETURNED A PROXY.
FOR THE BOARD OF DIRECTORS OF
JABIL CIRCUIT, INC.
Robert L. Paver
General Counsel and Secretary
St. Petersburg, Florida
December 21, 2000
<PAGE> 3
IMPORTANT: WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING, YOU ARE
REQUESTED TO COMPLETE AND PROMPTLY RETURN THE ENCLOSED PROXY IN THE ENVELOPE
PROVIDED OR VOTE THROUGH THE INTERNET.
JABIL CIRCUIT, INC.
---------------------
PROXY STATEMENT
FOR ANNUAL MEETING OF STOCKHOLDERS
JANUARY 18, 2001
---------------------
INFORMATION CONCERNING SOLICITATION AND VOTING
GENERAL
The enclosed Proxy is solicited on behalf of Jabil Circuit, Inc., a
Delaware corporation ("Jabil"), for use at the Annual Meeting of Stockholders to
be held on Thursday, January 18, 2001, at 10:00 a.m., local time, and at any
adjournment thereof, for the purposes set forth herein and in the accompanying
Notice of Annual Meeting of Stockholders. The Annual Meeting will be held in the
Sunset Ballroom at the Vinoy Country Club located at 600 Snell Isle Boulevard,
St. Petersburg, Florida 33704. Jabil's principal executive office is located at
10560 Ninth Street North, St. Petersburg, Florida 33716, and its telephone
number at that location is (727) 577-9749.
These Proxy solicitation materials were mailed on or about December 21,
2000, together with Jabil's 2000 Annual Report to Stockholders, to all
stockholders entitled to vote at the Annual Meeting.
RECORD DATE
Stockholders of record at the close of business on November 30, 2000 (the
"Record Date") are entitled to notice of and to vote at the Annual Meeting. As
of the Record Date, 190,728,457 shares of Jabil's Common Stock were issued and
outstanding. For information regarding security ownership by management and by
the beneficial owners of more than 5% of Jabil's Common Stock, see "Other
Information-Share Ownership by Principal Stockholders and Management." The
closing sales price of Jabil's Common Stock on the New York Stock Exchange
("NYSE") on the Record Date was $31.25 per share.
REVOCABILITY OF PROXIES
Any proxy given pursuant to this solicitation may be revoked by the person
giving it at any time before its use by delivering to Jabil's Secretary a
written notice of revocation or a duly executed proxy bearing a later date or by
attending the Annual Meeting and voting in person.
VOTING AND SOLICITATION
Each stockholder is entitled to one vote for each share of Common Stock on
all matters presented at the Annual Meeting. Stockholders do not have the right
to cumulate their votes in the election of directors.
The cost of soliciting proxies will be borne by Jabil. In addition, Jabil
may reimburse brokerage firms and other persons representing beneficial owners
of shares for their expenses in forwarding solicitation materials to such
beneficial owners. Proxies may also be solicited by certain of the Jabil's
directors, officers, and regular employees, without additional compensation,
personally or by telephone, telegram, letter or facsimile.
QUORUM; ABSTENTIONS; BROKER NON-VOTES
The required quorum for the transaction of business at the Annual Meeting
is a majority of the shares of Common Stock outstanding on the Record Date.
Shares that are voted "FOR," "AGAINST" or "WITH-
<PAGE> 4
HELD" from a matter are treated as being present at the Annual Meeting for
purposes of establishing a quorum and are also treated as entitled to vote on
the subject matter (the "Votes Cast") with respect to such matter.
While abstentions (votes "withheld") will be counted for purposes of
determining both the presence or absence for the transaction of business and the
total number of Votes Cast with respect to a particular matter, broker non-votes
with respect to proposals set forth in this Proxy Statement will not be
considered Votes Cast and, accordingly, will not affect the determination as to
whether the requisite majority of Votes Cast has been obtained with respect to a
particular matter.
VOTING ELECTRONICALLY VIA THE INTERNET
For Shares Directly Registered in the Name of the
Stockholder. Stockholders with shares registered directly with EquiServe, L.P.
("EquiServe"), Jabil's transfer agent, may vote by mailing in the proxy or on
the Internet at the following address on the World Wide Web:
http://www.eproxyvote.com/jbl.
For Shares Registered in the Name of a Brokerage or Bank. A number of
brokerage firms and banks are participating in a program for shares held in
"street name" that offers Internet voting options. This program is different
from the program provided by EquiServe for shares registered in the name of the
stockholder. If your shares are held in an account at a brokerage firm or bank
participating in the street name program, you may have already been offered the
opportunity to elect to vote using the Internet. Votes submitted via the
Internet through the street name program must be received by 5:00 p.m. (Eastern
Standard Time) on January 17, 2001. The giving of such a proxy will not affect
your right to vote in person should you decide to attend the Annual Meeting.
These Internet voting procedures are designed to authenticate stockholders'
identities, to allow stockholders to vote their shares and to confirm that
stockholders' votes have been recorded properly. Stockholders voting via the
Internet through either of these voting procedures should understand that there
may be costs associated with electronic access, such as usage charges from
Internet access providers and telephone companies, that must be borne by the
stockholders. Also, please be aware that Jabil is not involved in the operation
of either of these Internet voting procedures and cannot take responsibility for
any access or Internet service interruptions that may occur or any inaccuracies,
erroneous or incomplete information that may appear.
NOTE: Next year, Jabil plans to make the proxy statement and its annual
report to stockholders available on the Internet. If you have access to the
Internet, you will have the option to enroll in Internet delivery. Jabil
has included instructions, on the proxy card, on how you can receive next
year's proxy statement and annual report materials via the Internet at
http://www.econsent.com/jbl. Jabil strongly encourages you to enroll in our
Internet delivery program, as it is a cost effective way for Jabil to send
you proxy statement and annual report materials. When next year's proxy
statement and annual report materials are available, you will be sent an
e-mail telling you how to access them electronically.
If you elect to access these materials via the Internet, you can still
request paper copies by contacting your brokerage firm, bank or Jabil. Your
enrollment in the new Internet program will remain in effect until you
cancel your enrollment. You are free to cancel your enrollment at any time.
DEADLINE FOR RECEIPT OF STOCKHOLDER PROPOSALS
Proposals of stockholders of Jabil that are intended to be presented by
such stockholders at Jabil's 2001 Annual Meeting of Stockholders must be
received by Jabil no later than August 16, 2001 in order to be considered for
possible inclusion in the proxy statement and form of proxy relating to that
meeting.
FISCAL YEAR END
Jabil's fiscal year ends August 31.
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<PAGE> 5
PROPOSAL NO. 1
ELECTION OF DIRECTORS
NOMINEES
A board of seven directors is to be elected at the Annual Meeting. Jabil's
Board of Directors has authorized the nomination at the Annual Meeting of the
persons named herein as candidates. Unless otherwise instructed, the proxy
holders will vote the proxies received by them for Jabil's seven nominees named
below, all of whom are presently directors of Jabil. In the event that any
nominee of Jabil is unable or declines to serve as a director at the time of the
Annual Meeting, the proxies will be voted for any nominee who shall be
designated by the present Board of Directors to fill the vacancy. Jabil is not
aware of any nominee who will be unable or will decline to serve as a director.
The term of office of each person elected as a director will continue until the
next Annual Meeting of Stockholders or until a successor has been elected and
qualified.
The names of Jabil's nominees for director and certain information about
them are set forth below:
<TABLE>
<CAPTION>
NAME AGE PRINCIPAL POSITION
---- --- -------------------------------------------
<S> <C> <C>
William D. Morean(4)....................... 45 Chairman of the Board of Directors
Thomas A. Sansone.......................... 51 Vice Chairman of the Board of Directors
Timothy L. Main(4)......................... 43 Chief Executive Officer, President and
Director
Lawrence J. Murphy......................... 58 Director
Mel S. Lavitt(3)........................... 63 Director
Steven A. Raymund(1)(2)(3)................. 45 Director
Frank A. Newman(1)(2)(3)................... 52 Director
</TABLE>
---------------
(1) Member of the general Stock Option Committee.
(2) Member of the Compensation Committee.
(3) Member of the Audit Committee.
(4) Member of the Stock Option Committee for non-officers and non-directors.
Except as set forth below, each of the nominees has been engaged in his
principal occupation set forth above during the past five years. There are no
family relationships among any of the directors and executive officers of Jabil.
WILLIAM D. MOREAN. Mr. Morean has served as Chairman of the Board since
1988 and as a director since 1978. Mr. Morean joined Jabil in 1977 and assumed
management of day-to-day operations the following year. Mr. Morean was Chief
Executive Officer from 1988 to September 2000. Mr. Morean has also served as
Jabil's President and Vice President, and held various operating positions with
Jabil.
THOMAS A. SANSONE. Mr. Sansone has served Vice Chairman of the Board since
January 1999 and as a director since 1983. Mr. Sansone joined Jabil in 1983 as
Vice President and served as President of Jabil from 1988 to January 1999. Prior
to joining Jabil, Mr. Sansone was a practicing attorney.
TIMOTHY L. MAIN. Mr. Main has served as Chief Executive Officer of Jabil
since September 2000, as President since January 1999 and as a director since
October 1999. He joined Jabil in April 1987 as a Production Control Manager, was
promoted to Operations Manager in September 1987, to Project Manager in July
1989, to Vice President, Business Development in May 1991 and to Senior Vice
President, Business Development in August 1996. Prior to joining Jabil, Mr. Main
was a commercial lending officer, international division for the National Bank
of Detroit. Mr. Main has earned a B.S. from Michigan State University and an MIM
from the American Graduate School of International Management (Thunderbird).
LAWRENCE J. MURPHY. Mr. Murphy has served as a director of Jabil since
September 1989. Since September 1997, Mr. Murphy has also served as an
independent consultant to Jabil. From March 1992 until September 1997, Mr.
Murphy served as a director of Core Industries, Inc., a diversified
conglomerate, where he held various executive level positions since 1981,
including the position of Executive Vice President and
3
<PAGE> 6
Secretary from September 1990 to September 1997. Prior to joining Core
Industries, Inc., Mr. Murphy was a practicing attorney at the law firm of
Bassey, Selesko, Couzens & Murphy, P.C. and a certified public accountant with
the accounting firm of Deloitte & Touche.
MEL S. LAVITT. Mr. Lavitt has served as a director of Jabil since
September 1991. Mr. Lavitt has been a Managing Director at the investment
banking firm of C.E. Unterberg, Towbin (or its predecessor) since August 1992
and is currently serving as Vice Chairman and Managing Director. From June 1987
until August 1992, Mr. Lavitt was President of Lavitt Management, a business
consulting firm. From 1978 until June 1987, Mr. Lavitt served as an
Administrative Managing Director for the investment banking firm of L.F.
Rothschild, Unterberg, Towbin, Inc.
STEVEN A. RAYMUND. Mr. Raymund has served as a director of Jabil since
January 1996. Mr. Raymund began his career at Tech Data Corporation, a
distributor of personal computer products, in 1981 as Operations Manager. He
became Chief Operating Officer in 1984 and was promoted to the position of Chief
Executive Officer of Tech Data Corporation in 1986. Since 1991, Mr. Raymund has
also served as Chairman of the Board of Tech Data Corporation.
FRANK A. NEWMAN. Mr. Newman has served as a director of Jabil since
January 1998. In April 2000, Mr. Newman became President, Chief Executive
Officer and a Director of more.com, an Internet pharmaceutical company. From
June 1993 to February 1996, Mr. Newman served as President and Chief Operating
Officer of Eckerd Corporation. He was appointed Eckerd Corporation's President
and Chief Executive Officer in February 1996 and from February 1997 to March
2000, he assumed the additional position of Chairman of the Board of Eckerd
Corporation. From January 1986 until May 1993, Mr. Newman was the President and
Chief Executive Officer of F&M Distributors, Inc. Mr. Newman currently is also a
director of JoAnn Stores, Inc. and AmSouth Bancorporation.
REQUIRED VOTE; RECOMMENDATION OF THE BOARD OF DIRECTORS
If a quorum is present and voting, the seven nominees for director
receiving the highest number of affirmative votes of the shares present or
represented and entitled to be voted for them shall be elected as directors.
Votes withheld from any director are counted for purposes of determining the
presence or absence of a quorum for the transaction of business, but have no
other legal effect under Delaware law.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" EACH OF THE
NOMINEES LISTED ABOVE.
BOARD MEETINGS AND COMMITTEES
The Board of Directors of Jabil held a total of seven meetings and took
action by written consent nine times during the 2000 fiscal year. All Directors
attended 75% or more of the aggregate number of Board meetings and committee
meetings. The Board of Directors has a Compensation Committee, two Stock Option
Committees and an Audit Committee; however, it currently has no nominating
committee or other committee performing similar functions.
The Compensation Committee, which currently consists of Messrs. Raymund and
Newman, reviews and establishes specific compensation plans, salaries, bonuses
and other benefits payable to Jabil's executive officers. During fiscal year
2000, the Compensation Committee held one meeting.
The Stock Option Committee that administers Jabil's 1992 Stock Option Plan
with respect to individuals who are neither directors nor officers of Jabil
consisted of Messrs. Morean and Sansone from September 1, 1999 to July 27, 2000.
While Messrs. Morean and Sansone were on the Stock Option Committee, it held
twenty-one meetings and took action by written consent five times. On July 27,
2000, Mr. Sansone resigned from the Stock Option Committee and was replaced by
Mr. Main. From July 28, 2000 to August 31, 2000, the Stock Option Committee held
one meeting.
The Stock Option Committee that is generally empowered to administer
Jabil's 1992 Stock Option Plan with respect to all individuals and the 1992
Employee Stock Purchase Plan consists of Messrs. Raymund and
4
<PAGE> 7
Newman. During fiscal year 2000, the Stock Option Committee held two meetings
and took action by written consent one time.
The Audit Committee, which currently consists of Messrs. Raymund, Lavitt
and Newman, reviews and evaluates the results and scope of the audit and other
services provided by Jabil's independent auditors. During fiscal year 2000, the
Audit Committee held three meetings.
During fiscal year 2000, each incumbent director attended all meetings held
by all committees of the Board on which he served.
COMPENSATION OF DIRECTORS
Non-employee directors receive $5,000 per Board of Directors meeting that
they attend. No other director currently receives any cash compensation for
attendance at Board of Directors or committee meetings. Directors are entitled
to reimbursement for expenses incurred in connection with their attendance at
Board of Directors meetings and committee meetings. In addition, non-employee
directors are also eligible to receive stock option grants pursuant to Jabil's
1992 Stock Option Plan, as amended. See "Certain Transactions" for information
regarding compensation payable to Mr. Murphy for certain consulting services.
5
<PAGE> 8
PROPOSAL NO. 2
APPROVAL OF AMENDMENT TO CERTIFICATE OF INCORPORATION
TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK
GENERAL
Jabil's Certificate of Incorporation, as currently in effect (the
"Certificate"), provides that Jabil is authorized to issue two classes of stock
consisting of 250,000,000 shares of Common Stock, $0.001 par value per share,
and 10,000,000 shares of Preferred Stock, $0.001 par value per share. In October
2000, the Board of Directors authorized an amendment to the Certificate to
increase the authorized number of shares of Common Stock to 500,000,000. The
stockholders are being asked to approve at the Annual Meeting such amendment to
the Certificate. Under the proposed amendment, the first paragraph of the
Article numbered "Fourth" of the Certificate would be amended to change the
total number of shares of Common Stock from 250,000,000 to 500,000,000.
Jabil currently has 250,000,000 authorized shares of Common Stock. Of this
authorized number, 190,728,457 shares of common stock were issued and
outstanding as of the Record Date. In addition, as of November 30, 2000, a total
of 9,059,973 shares of Common Stock were reserved for future grant or for
issuance upon the exercise of outstanding options under the Option Plan and
1,660,357 shares were reserved for issuance under the 1992 Employee Stock
Purchase Plan.
PURPOSE AND EFFECT OF THE AMENDMENT
The principal purpose of the proposed amendment to the Certificate is to
authorize additional shares of Common Stock which will be available in the event
the Board of Directors determines that it is necessary or appropriate to permit
future stock dividends or stock splits, to raise additional capital through the
sale of securities, to acquire another company or its business or assets, to
establish strategic relationships with corporate partners, to provide equity
incentives to employees, officers or directors or to pursue other matters. The
Board of Directors as of the date of this Proxy has no agreement, arrangement or
intention to issue any of the shares for which approval is sought. If the
amendment is approved by the stockholders, the Board of Directors does not
intend to solicit further stockholder approval prior to the issuance of any
additional shares of Common Stock, except as may be required by applicable law.
The increase in authorized Common Stock will not have any immediate effect
on the rights of existing stockholders. However, the Board will have the
authority to issue authorized Common Stock without requiring future stockholder
approval of such issuances, except as may be required by applicable law. To the
extent that additional authorized shares are issued in the future, they may
decrease the existing stockholders' percentage equity ownership and, depending
on the price at which they are issued, could be dilutive to the existing
stockholders. The holders of Common Stock have no preemptive rights.
POTENTIAL ANTI-TAKEOVER EFFECT
The increase in the authorized number of shares of Common Stock and the
subsequent issuance of such shares could have the effect of delaying or
preventing a change in control of Jabil without further action by the
stockholders. Shares of authorized and unissued Common Stock could (within the
limits imposed by applicable law and stock exchange policies) be issued in one
or more transactions which would make a change in control of Jabil more
difficult, and therefore less likely. Such shares could, for example, be
privately placed with purchasers who might side with the Board of Directors in
opposing a hostile takeover bid. Any such issuance of additional stock could
have the effect of diluting the earnings per share and book value per share of
outstanding shares of Common Stock or the stock ownership and voting rights of a
person seeking to obtain control of Jabil.
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Jabil is not presently aware of any pending or proposed transaction
involving a change in control of Jabil. While it may be deemed to have potential
anti-takeover effects, the proposed amendment to increase the authorized Common
Stock is not prompted by any specific effort or takeover threat currently
perceived by management.
REQUIRED VOTE; RECOMMENDATION OF THE BOARD OF DIRECTORS
The affirmative vote of the holders of a majority of the outstanding shares
of Common Stock entitled to vote is required to approve the amendment to Jabil's
Certificate of Incorporation. Both abstentions and broker non-votes will have
the same effect as votes against this proposal.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" THIS PROPOSAL.
7
<PAGE> 10
PROPOSAL NO. 3
RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS
The Board of Directors has selected KPMG LLP to audit the financial
statements of Jabil for the fiscal year ending August 31, 2001. KPMG LLP (or its
predecessor firm) has audited Jabil's financial statements since the fiscal year
ended August 31, 1984. A representative of KPMG LLP is expected to be present at
the Annual Meeting, will have the opportunity to make a statement, and is
expected to be available to respond to appropriate questions.
REQUIRED VOTE; RECOMMENDATION OF THE BOARD OF DIRECTORS
Ratification of the appointment of Jabil's independent auditors requires
the affirmative vote of a majority of the Votes Cast. In the event that the
stockholders do not approve the selection of KPMG LLP, the appointment of the
independent auditors will be reconsidered by the Board of Directors.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" THIS PROPOSAL.
8
<PAGE> 11
OTHER INFORMATION
SHARE OWNERSHIP BY PRINCIPAL STOCKHOLDERS AND MANAGEMENT
The following table sets forth the beneficial ownership of Common Stock of
Jabil as of the Record Date by: (i) each of Jabil's directors and nominees for
director; (ii) each of the Named Officers listed in the Summary Compensation
Table below; (iii) all current directors and executive officers of Jabil as a
group; and (iv) each person known by Jabil to own beneficially more than 5% of
the outstanding shares of its Common Stock. The number and percentage of shares
beneficially owned is determined under rules of the Securities and Exchange
Commission ("SEC"), and the information is not necessarily indicative of
beneficial ownership for any other purpose. Under such rules, beneficial
ownership includes any shares as to which the individual has sole or shared
voting power or investment power and also any shares as to which the individual
has the right to acquire within 60 days of the Record Date through the exercise
of any stock option or other right. Unless otherwise indicated in the footnotes,
each person has sole voting and investment power (or shares such powers with his
or her spouse) with respect to the shares shown as beneficially owned. A total
of 190,728,457 shares of Jabil's Common Stock were issued and outstanding as of
the Record Date.
<TABLE>
<CAPTION>
NUMBER OF PERCENT OF
DIRECTORS, NAMED OFFICERS AND PRINCIPAL STOCKHOLDERS SHARES TOTAL
---------------------------------------------------- ---------- ----------
<S> <C> <C>
Principal Stockholders:
William D. Morean(1)(2)................................... 35,158,897 18.4%
c/o Jabil Circuit, Inc.
10560 Ninth Street North
St. Petersburg, Florida 33716
Audrey M. Petersen(1)(3).................................. 25,014,359 13.1%
c/o Jabil Circuit, Inc.
10560-Ninth Street North
St. Petersburg, Florida 33716
Putnam Investments, Inc.(4)............................... 18,766,770 9.8%
One Post Office Square
Boston, Massachusetts 02109
Directors(5):
Thomas A. Sansone(6)...................................... 6,343,936 3.2%
Timothy L. Main(7)........................................ 377,340 *
Lawrence J. Murphy(8)..................................... 121,332 *
Mel S. Lavitt(9).......................................... 219,960 *
Steven A. Raymund(10)..................................... 61,960 *
Frank A. Newman(11)....................................... 40,760 *
Named Officers:
Wesley B. Edwards(12)..................................... 275,425 *
Chris A. Lewis(13)........................................ 152,288 *
Mark T. Mondello(14)...................................... 278,436 *
All current directors and executive officers as a group (27
persons)(15).............................................. 44,171,845 22.4%
</TABLE>
---------------
* Less than one percent.
(1) Includes 20,239,987 shares held by the William E. Morean Residual Trust, as
to which Mr. Morean and Ms. Audrey Petersen (Mr. Morean's mother) share
voting and dispositive power as members of the Management Committee created
under the Trust. Ms. Petersen is also a co-trustee of the Trust.
(2) Includes (i) 14,448,350 shares held of record by Cheyenne Holdings Limited
Partnership, a Nevada limited partnership, of which Morean Management
Company is the sole general partner, as to which Mr. Morean has sole voting
and dispositive power, (ii) 400,000 shares held of record by Eagle's Wing
Foundation, a private charitable foundation of which Mr. Morean is a
director and with respect to which
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<PAGE> 12
Mr. Morean may be deemed to have shared voting and dispositive power, and
(iii) 70,560 shares subject to options held by Mr. Morean that are
exercisable within 60 days of the Record Date.
(3) Includes (i) 4,733,972 shares held by Morean Limited Partnership, a North
Carolina limited partnership, of which Morean-Petersen, Inc. is the sole
general partner, as to which Ms. Petersen has shared voting and dispositive
power; Ms. Petersen is the President of Morean-Petersen, Inc., (ii)
20,239,987 shares held by the William E. Morean Residual Trust and (iii)
40,400 shares held of record by the Morean Petersen Foundation, Inc., a
private charitable foundation of which Ms. Petersen is a director and with
respect to which Ms. Petersen may be deemed to have shared voting and
despositive power.
(4) We obtained information about shares owned by Putnam Investment, Inc.
("PI") from a Schedule 13G/A filed by PI with the SEC as of February 17,
2000. As reported in PI's earlier Schedule 13G's, securities reported as
being beneficially owned by PI consist of securities beneficially owned by
subsidiaries of PI, which in turn include securities beneficially owned by
clients of such subsidiaries. PI, which is a wholly-owned subsidiary of
Marsh & McLennan Companies, Inc., wholly owns two other subsidiaries,
Putnam Management and Putnam Advisory. Both subsidiaries have dispositive
power over the shares as investment managers, but each of the mutual funds'
trustees have voting power over the shares held by each fund, and Putnam
Advisory has shared voting power over the shares held by institutional
clients of the fund. The Schedule 13G includes a disclaimer that the filing
is not an admission that they are, for the purposes of Section 13(d) and
13(g), the beneficial owner of any securities covered by the Schedule 13G,
and that neither of them has any power to vote or dispose of, or direct the
voting or disposition of, any of the securities covered by the Schedule
13G.
(5) Mr. Morean is a Director of Jabil in addition to being a Principal
Stockholder.
(6) Includes (i) 410,000 shares held by TASAN Limited Partnership, a Nevada
limited partnership, of which TAS Management, Inc. is the sole general
partner, as to which Mr. Sansone has sole voting and dispositive power; Mr.
Sansone is President of TAS Management, Inc., (ii) 730,000 shares held by
Life's Requite, Inc., a private charitable foundation of which Mr. Sansone
is a director and as to which Mr. Sansone may be deemed to have shared
voting and dispositive power, and (iii) 5,203,936 shares subject to options
held by Mr. Sansone that are exercisable within 60 days of the Record Date.
(7) Includes 295,120 shares subject to options held by Mr. Main that are
exercisable within 60 days of the Record Date.
(8) Includes 105,332 shares subject to options held by Mr. Murphy that are
exercisable within 60 days of the Record Date.
(9) Includes 94,960 shares subject to options held by Mr. Lavitt that are
exercisable within 60 days of the Record Date.
(10) Includes 19,320 shares subject to options held by Mr. Raymund that are
exercisable within 60 days of the Record Date.
(11) Represents shares subject to options held by Mr. Newman that are
exercisable within 60 days of the Record Date.
(12) Includes 172,536 shares subject to options held by Mr. Edwards that are
exercisable within 60 days of the Record Date.
(13) Includes 43,212 shares subject to options held by Mr. Lewis that are
exercisable within 60 days of the Record Date.
(14) Includes 174,592 shares subject to options held by Mr. Mondello that are
exercisable within 60 days of the Record Date.
(15) Includes 6,782,579 shares subject to options held by 21 executive officers,
one employee director and five non-employee directors that are exercisable
within 60 days of the Record Date.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Exchange Act requires Jabil's officers and directors,
and persons who own more than ten percent of a registered class of Jabil's
equity securities, to file initial reports of ownership on Form 3 and changes in
ownership on Form 4 or Form 5 with the SEC. Such officers, directors and
ten-percent stockholders are also required by SEC rules to furnish Jabil with
copies of all such forms that they file.
10
<PAGE> 13
Based solely on its review of the copies of such forms received by Jabil
from certain reporting persons, Jabil believes that, during the fiscal year
ended August 31, 2000, all Section 16(a) filing requirements applicable to its
officers, directors and ten percent stockholders were complied with except with
respect to Mr. Chris A. Lewis who did not timely file one Form 4 that included
six transactions that were reported late.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Jabil's Compensation Committee was formed in November 1992 and is currently
composed of Messrs. Newman and Raymund. No member of the Compensation Committee
is currently or was formerly an officer or an employee of Jabil or its
subsidiaries.
EXECUTIVE OFFICER COMPENSATION
SUMMARY COMPENSATION TABLE
The following table shows, as to (i) the Chief Executive Officer, and (ii)
each of the four other most highly compensated executive officers (a) whose
salary plus bonus exceeded $100,000 during the last fiscal year, and (b) who
served as executive officers at fiscal year end, in addition to any individuals
who were not serving as executive officers at fiscal year end but who, if they
had been, would have been included among the four most highly compensated
executive officers (collectively the "Named Officers"), information concerning
compensation paid for services to Jabil in all capacities during the three
fiscal years ended August 31, 2000:
<TABLE>
<CAPTION>
ANNUAL
COMPENSATION(1)
FISCAL -------------------- ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY($) BONUS($) COMPENSATION($)(2)
--------------------------- ------ --------- -------- ------------------
<S> <C> <C> <C> <C>
William D. Morean......................... 2000 $449,327 $360,000 $46,350
Chairman of the Board(3) 1999 424,424 325,000 48,722
1998 369,231 300,000 49,532
Timothy L. Main........................... 2000 $397,308 $370,000 $31,674
Chief Executive Officer, 1999 298,846 151,557 33,329
President and Director(3) 1998 234,616 100,000 29,294
Wesley B. Edwards......................... 2000 $274,327 $246,875 $22,715
Senior Vice President, 1999 248,846 139,537 25,835
Operations 1998 184,616 100,000 28,845
Chris A. Lewis............................ 2000 $248,654 $179,688 $18,707
Chief Financial Officer 1999 199,423 92,875 19,704
1998 167,308 46,256 15,530
Mark T. Mondello.......................... 2000 $271,366 $246,875 $23,582
Senior Vice President, 1999 140,000 108,757 15,153
Business Development 1998 138,846 116,415 13,743
</TABLE>
---------------
(1) Compensation deferred at the election of executive is included in the year
earned.
(2) Represents payments pursuant to Jabil's Profit Sharing Plan. The Board of
Directors determines the aggregate amount of payments under the plan based
on quarterly financial results. The actual amount paid to individual
participants is based on the participant's salary and bonus actually paid
(not necessarily earned) during such quarter.
(3) Mr. Morean was the Chief Executive Officer of Jabil during Fiscal Year 2000
and as of September 2000 Mr. Main was promoted to Chief Executive Officer.
Mr. Morean will continue with Jabil as Chairman of the Board.
During the last three fiscal years, Jabil has not provided to the Named
Officers any compensation disclosable as "Other Annual Compensation" (except for
perquisites that, for any Named Officer, were less than the lesser of $50,000 or
10% of such Named Officer's total salary and bonus), nor has it granted any
restricted stock awards or options to Named Officers. Jabil does not have any
long-term incentive plans within the meaning of SEC rules.
11
<PAGE> 14
OPTION GRANTS IN LAST FISCAL YEAR
The following table sets forth information as to stock options granted to
all Named Officers during the fiscal year ended August 31, 2000. These options
were granted under our 1992 Stock Option Plan and, unless otherwise indicated,
provide for vesting as to 12% of the underlying common stock six months after
the date of grant, then 2% per month thereafter. Options were granted at an
exercise price equal to 100% of the fair market value of our common stock on the
date of grant. The amounts under "Potential Realizable Value at Assumed Annual
Rate of Stock Appreciation for Option Term" represent the hypothetical gains of
the options granted based on assumed annual compound stock appreciation rates of
5% and 10% over their exercise price for the full ten-year term of the options.
The assumed rates of appreciation are mandated by the rules of the Securities
and Exchange Commission and do not represent our estimate or projection of
future common stock prices.
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE
PERCENT VALUE AT ASSUMED
NUMBER OF TOTAL ANNUAL RATE OF STOCK
SECURITIES OPTIONS PRICE APPRECIATION FOR
UNDERLYING GRANTED TO EXERCISE OPTION TERM($)
OPTIONS EMPLOYEES IN PRICE PER EXPIRATION -----------------------
NAME GRANTED(#) FISCAL YEAR SHARE DATE 5% 10%
---- ---------- ------------ --------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
William D. Morean............. 0 0.00% N/A N/A N/A N/A
Timothy L. Main............... 141,600 3.57% $23.0938 10/20/09 $2,056,537 $5,211,669
Wesley B. Edwards............. 43,600 1.10% 23.0938 10/20/09 633,228 1,604,723
Chris A. Lewis................ 33,400 .84% 23.0938 10/20/09 485,087 1,229,306
Mark T. Mondello.............. 30,000 .76% 23.0938 10/20/09 435,707 1,104,167
</TABLE>
OPTION EXERCISES AND FISCAL YEAR END OPTION VALUES
The following table sets forth certain information concerning the exercise
of options during the fiscal year ended August 31, 2000, and the aggregate value
of unexercised options at August 31, 2000, for each of the Named Officers. Jabil
does not have any outstanding stock appreciation rights.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR END OPTION VALUES
<TABLE>
<CAPTION>
NUMBER OF SECURITIES
UNDERLYING UNEXERCISED VALUE OF UNEXERCISED
OPTIONS AT IN-THE-MONEY OPTIONS AT
SHARES AUGUST 31, 2000(#) AUGUST 31, 2000($)(2)
ACQUIRED ON VALUE --------------------------- ---------------------------
NAME EXERCISE(#) REALIZED($)(1) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- ----------- -------------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
William D. Morean...... 57,960 68,040 $ 3,093,615 $ 3,631,635
Timothy L. Main........ 230,560 415,040 10,469,440 18,057,078
Wesley B. Edwards...... 134,560 4,151,914 149,816 138,824 8,233,854 6,368,571
Chris A. Lewis......... 28,216 725,573 31,192 75,192 1,532,331 3,406,431
Mark T. Mondello....... 156,240 6,255,587 138,472 133,728 7,320,382 6,430,939
</TABLE>
---------------
(1) The closing price for Jabil's common stock as reported through the NYSE on
August 31, 2000 was $63.7812. "Value Realized" is calculated on the basis of
the difference between the option exercise price and $63.7812 multiplied by
the number of shares of Common Stock to which the exercise relates.
(2) These values, unlike the amounts set forth in the column entitled "Value
Realized," have not been, and may never be, realized and are based on the
positive spread between the respective exercise prices of outstanding
options and the closing price of Jabil's Common Stock on August 31, 2000,
the last day of trading for fiscal 2000.
12
<PAGE> 15
CERTAIN TRANSACTIONS
C.E. Unterberg, Towbin (or its predecessors) has performed certain
investment banking services for Jabil in the past and may be asked to perform
investment banking services for Jabil in the future. Mel S. Lavitt, a director
of Jabil, is a Managing Director of C.E. Unterberg, Towbin.
Jabil entered into an agreement with an entity ("Indigo") controlled by
William D. Morean, a director of Jabil, for Jabil's use of Indigo's aircraft for
Jabil's business purposes. Under the lease, Jabil pays market competitive hourly
rental rates and certain ancillary costs incurred while the aircraft is being
used by Jabil, such as fuel, oil, landing fees, etc. Jabil does not pay for Mr.
Morean's personal use of the aircraft. During the fiscal year ended August 31,
2000, Jabil paid $157,461 for its use of Indigo's aircraft. Mr. Morean also
entered into an agreement with Jabil at market competitive rates for the limited
use of Jabil's flight crew to operate non-Jabil aircraft for non-Jabil use.
During the fiscal year ended August 31, 2000, Mr. Morean paid Jabil $52,872 for
such flight crew's services. Jabil and Indigo also insure their respective
aircraft under a mutual policy, which enables Jabil to take advantage of a
quantity discount for aircraft insurance and pay significantly less for its
aircraft insurance than it would pay without the Indigo aircraft on the policy.
During the fiscal year ended August 31, 2000, Indigo paid Jabil $30,755 for the
portion of the cost of the policy attributable to Indigo's aircraft.
Mr. Murphy, a director of Jabil, is also currently working for Jabil as a
consultant. For the fiscal year ended August 31, 2000, Mr. Murphy received a
base consulting fee of $150,000 and a $50,000 performance fee, and was granted
an option during fiscal year 2000 to purchase 40,000 shares of Jabil's Common
Stock. Also, in March 2000 Mr. Murphy received a $50,000 performance fee for
consulting services provided for the fiscal year ended August 31, 1999.
REPORT OF THE COMPENSATION COMMITTEE
OF THE BOARD OF DIRECTORS
The Committee's Responsibilities: The Compensation Committee of the Board
(the "Committee") has responsibility for setting and administering the policies
which govern executive compensation. The Committee is composed entirely of
outside directors. Reports of the Committee's actions are presented to the full
Board. The purpose of this report is to summarize the philosophical principals,
specific program objectives and other factors considered by the Committee in
reaching its determinations regarding the compensation of Jabil's executive
officers.
Compensation Philosophy: The Committee has approved principals for the
management compensation program which:
- encourage the development and the achievement of strategic objectives
that enhance long-term stockholder value,
- attract, retain and motivate key personnel who contribute to long-term
success of Jabil, and
- provide a compensation package that recognizes individual contributions
and company performance.
Compensation Methodology: Jabil strives to provide a comprehensive
executive compensation program that is competitive and performance-based in
order to attract and retain superior executive talent. The Committee reviews
market data and assesses Jabil's competitive position for three components of
executive compensation: (1) base salary, (2) annual incentives, and (3)
long-term incentives. To assist in benchmarking the competitiveness of its
compensation programs, Jabil uses William M. Mercer Incorporated ("Mercer"), a
nationally recognized executive compensation firm. Mercer utilizes a number of
national compensation surveys and provides databases for companies of similar
size to Jabil, as well as specific analysis of the compensation information
contained in the proxy statements of a number of companies in the same industry
as Jabil.
13
<PAGE> 16
Components of Compensation:
- Base Salary. Base salary for all executive officer positions is targeted
to be competitive with the average salaries of comparable executives at
technology companies of similar size and is also intended to reflect
consideration of an officer's experience, business judgment, and role in
developing and implementing overall business strategy for Jabil. The
Committee believes that Jabil's compensation of executive officers falls
within the median of industry compensation levels. Base salaries are
based upon qualitative and subjective factors, and no specific formula is
applied to determine the weight of each factor.
- Bonuses. Bonuses for executive officers are intended to reflect Jabil's
belief that a significant portion of the annual compensation of the
executive should be contingent upon the performance of Jabil, as well as
the individual's contribution. Bonuses are paid on an annual or quarterly
basis and are based on qualitative and subjective factors, including the
pre-tax profitability of Jabil, business development, operational
performance, earnings per share and other measures of performance
appropriate to the officer compensated.
- Long-Term Incentives. Jabil utilizes stock options as long-term
incentives to attract and retain key personnel or reward exceptional
performance. Stock options are granted periodically by the Stock Option
Committee and are based on both qualitative and subjective factors.
Options are granted with an exercise price equal to the fair market value
of Jabil's Common Stock on the last market trading day prior to the date
of determination (determined in accordance with the option plan) and
grants made during the last fiscal year vest over a period of 50 months.
This is designed to create an incentive to increase stockholder value
over the long-term since the options will provide value to the recipient
only when the price of the stock increases above the exercise price.
Chief Executive Officer and President Compensation: The base salary of Mr.
Main was increased to be competitive with the average salaries of comparable
executives at technology companies of similar size, based on the findings of the
Mercer report, and to reflect the overall operating performance of Jabil during
fiscal year 2000. The Compensation Committee also awarded bonuses to Mr. Main
based upon certain subjective factors and the overall operating performance of
Jabil during fiscal year 2000.
IRS Limits on Deductibility of Compensation: Section 162(m) of the
Internal Revenue Code of 1986, as amended, with certain exceptions, limits
Jabil's tax deduction for compensation paid to Named Executives to $1,000,000
per covered executive year. Jabil expects no adverse tax consequences under
Section 162(m) for fiscal year 2000.
By the Compensation Committee
FRANK A. NEWMAN
STEVEN A. RAYMUND
14
<PAGE> 17
COMPANY STOCK PRICE PERFORMANCE GRAPH
The following Performance Graph shows a comparison of cumulative total
stockholder return for Jabil, the NYSE stock market -- US Companies and the
stock market -- Computer manufacturers for the 2000 fiscal year. Note that
historic stock price performance is not necessarily indicative of future price
performance.
Price Performance Graph
<TABLE>
<CAPTION>
NYSE STOCK MARKET (US NASDAQ COMPUTER
JABIL CIRCUIT, INC. COMPANIES) MANUFACTURERS STOCKS
------------------- --------------------- --------------------
<S> <C> <C> <C>
08/31/1995 100.0 100.0 100.0
08/31/1996 90.7 118.5 118.8
08/31/1997 877.8 162.0 188.8
08/31/1998 348.1 169.6 229.4
08/31/1999 1327.8 219.7 536.4
08/31/2000 3781.5 245.7 993.0
</TABLE>
15
<PAGE> 18
OTHER MATTERS
Jabil knows of no other matters to be submitted to the Annual Meeting. If
any other matters properly come before the Annual Meeting, it is the intention
of the persons named in the enclosed proxy card to vote the shares they
represent as Jabil may recommend.
THE BOARD OF DIRECTORS
St. Petersburg, Florida
December 21, 2000
16
<PAGE> 19
DETACH HERE
JABIL CIRCUIT, INC.
PROXY SOLICITED BY THE BOARD OF DIRECTORS FOR
ANNUAL MEETING OF STOCKHOLDERS
The undersigned hereby appoints ROBERT L. PAVER and CHRIS A. LEWIS, or
either of them, each with power of substitution and revocation, as the proxy or
proxies of the undersigned to represent the undersigned and vote all shares of
the Common Stock of Jabil Circuit, Inc., that the undersigned would be entitled
to vote if personally present at the Annual Meeting of Stockholders of Jabil
Circuit, Inc., to be held at The Vinoy Country Club, Sunset Ballroom, 600 Snell
Isle Boulevard, St. Petersburg, Florida 33704, on Thursday, January 18, 2001, at
10:00 a.m., and at any adjournments thereof, upon the matters set forth on the
reverse side and more fully described in the Notice and Proxy Statement for said
Annual Meeting and in their discretion upon all other matters that may properly
come before said Annual Meeting.
CONTINUED AND TO BE SIGNED ON REVERSE SIDE
SEE REVERSE
SIDE
YOU MAY VOTE BY INTERNET OR BY MAIL. PLEASE NOTE, ALL VOTES CAST BY THE INTERNET
MUST BE CAST PRIOR TO 5:00 P.M. EASTERN STANDARD TIME, JANUARY 17, 2001.
<TABLE>
<CAPTION>
To Vote by Internet: To Vote by Mail:
-------------------- ----------------
<S> <C>
It's fast, convenient, Please return your proxy in the
and your vote is enclosed Business Reply Envelope to:
immediately confirmed and posted. P.O. Box 9373
Boston, Massachusetts 02205-9944
</TABLE>
Follow these four steps:
1. Read the accompanying Proxy Statement and
Proxy Card.
2. Go to the Web site
http://www.eproxyvote.com/jbl
3. Enter your 14-digit Voter Control Number located on your Proxy
Card above your name.
4. Follow the instructions provided.
DO NOT RETURN YOUR PROXY CARD IF YOU ARE VOTING BY INTERNET.
RECEIVE FUTURE PROXY MATERIALS ELECTRONICALLY. Receiving Stockholder
material electronically via the Internet helps reduce Jabil's mailing
and printing costs. To receive future proxy materials electronically,
go to: http://www.econsent.com/jbl and follow the instructions provided.
Your enrollment in this program will remain in effect until you cancel
your enrollment. You are free to cancel your enrollment at any time by
going to http://www.econsent.com/jbl on the Internet.
<PAGE> 20
DETACH HERE
PLEASE MARK
[X] VOTES AS IN
THIS EXAMPLE.
THE SHARES COVERED BY THIS PROXY WILL BE VOTED IN ACCORDANCE WITH THE
CHOICES MADE. WHEN NO CHOICE IS MADE, THIS PROXY WILL BE VOTED FOR ALL
LISTED NOMINEES FOR DIRECTOR, FOR PROPOSALS 2 AND 3, AND AS THE
PROXYHOLDERS DEEM ADVISABLE ON SUCH OTHER MATTERS AS MAY PROPERLY COME
BEFORE THE ANNUAL MEETING.
<TABLE>
<CAPTION>
1. Election of Directors FOR AGAINST ABSTAIN
------------------------
<S> <C> <C> <C> <C>
NOMINEES: (01) William D. Morean, (02) Thomas A. Sansone, 2. To approve an amendment [ ] [ ] [ ]
(03) Timothy L. Main, (04) Lawrence J. Murphy, to Jabil's Certificate
(05) Mel S. Lavitt, (06) Steven A. Raymund of Incorporation to increase
and (07) Frank A. Newman the number of authorized shares
of Common Stock from
FOR WITHHELD 250,000,000 to 500,000,000.
[ ] ALL [ ] FROM ALL
NOMINEES NOMINEES
[ ]
For all nominees except as noted on the line above
3. To ratify the selection of [ ] [ ] [ ]
KPMG LLP as independent
auditors for Jabil.
4. With discretionary authority on [ ] [ ] [ ]
such other matters as may
properly come before the Annual
Meeting.
MARK HERE IF YOU PLAN TO ATTEND THE ANNUAL MEETING [ ]
MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT [ ]
The Annual Meeting may be held as scheduled only if a majority of the shares
outstanding are represented at the Annual Meeting by attendance or proxy.
Accordingly, please complete this proxy, and return it promptly in the enclosed
envelope.
Please date and sign exactly as your name(s) appear on your shares. If signing for
estates, trusts, partnerships, corporations or other entities, your title or capacity
should be stated. If shares are held jointly, each holder should sign.
</TABLE>
DATED: [ ____________ ] 2000
-------------------------------------- ----------------------------------
PLEASE MARK, SIGN, DATE AND RETURN THE Signature
PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE
--------------------------------------
----------------------------------
Signature if held jointly
