<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 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
BUCKEYE TECHNOLOGIES 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 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
BUCKEYE TECHNOLOGIES INC.
P.O. Box 80407
1001 Tillman Street
Memphis, Tennessee 38108-0407
March 5, 1998
TO THE STOCKHOLDERS OF BUCKEYE TECHNOLOGIES INC.
You are cordially invited to attend a Special Meeting of Stockholders of
Buckeye Technologies Inc. (the "Company") which will be held at the corporate
offices of the Company at 1001 Tillman Street, Memphis, Tennessee, on Tuesday,
April 7, 1998, at 4:00 p.m., Central Time.
We have enclosed a Notice of Special Meeting of Stockholders, a Proxy
Statement, and a proxy. The matters listed in the Notice of Special Meeting are
more fully described in the Proxy Statement.
It is important that your shares are represented and voted at the
meeting, regardless of the size of your holdings. Accordingly, we would
appreciate your completing the enclosed Proxy so that your shares can be voted
in the event you are unable to attend the meeting. If you are present at the
meeting and desire to vote your shares personally, your Proxy can be revoked
upon your request prior to balloting. If you wish to personally vote at the
meeting, but your shares are held in the name of a broker, trust, bank or other
nominee, you should bring with you a Proxy or letter from the broker, trustee,
bank or nominee confirming your beneficial ownership of the shares.
We urge you to return your Proxy by mailing it in the enclosed
postage-paid envelope to be received no later than April 7, 1998, or by sending
it to the Company through a courier or by personal delivery no later than 12:00
noon, Tuesday, April 7, 1998.
Sincerely yours,
Robert E. Cannon
Chairman and Chief Executive Officer
<PAGE> 3
BUCKEYE TECHNOLOGIES INC.
P.O. Box 80407
1001 Tillman Street
Memphis, Tennessee 38108-0407
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON APRIL 7, 1998
Notice is hereby given that a Special Meeting of Stockholders of
Buckeye Technologies Inc. (the "Company") will be held Tuesday, April 7, 1998,
at 4:00 p.m., Central Time, at the corporate offices at 1001 Tillman Street,
Memphis, Tennessee, for the following purposes:
1. To approve an amendment to the Second Amended and Restated
Certificate of Incorporation of the Company to increase the number of authorized
shares of common stock, par value $.01 per share, from 50,000,000 to
100,000,000.
2. To approve an amendment to the Second Amended and Restated
Certificate of Incorporation of the Company to increase the number of authorized
shares of preferred stock, par value $.01 per share, from 5,000,000 to
10,000,000.
3. To transact such other business as may properly come before the
meeting or any adjournment thereof.
Stockholders of record at the close of business on February 27, 1998,
are entitled to notice of and to vote on all matters presented at the Special
Meeting of Stockholders.
Dated: March 5, 1998 By Order of the Board of Directors
Sheila Jordan Cunningham
Secretary and Associate General Counsel
IMPORTANT
WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING AND REGARDLESS OF THE NUMBER OF
SHARES YOU OWN, PLEASE MARK, SIGN, DATE AND RETURN THE ENCLOSED PROXY AS
PROMPTLY AS POSSIBLE IN THE ENCLOSED ENVELOPE. YOU MAY NEVERTHELESS VOTE IN
PERSON IF YOU ATTEND THE SPECIAL MEETING.
- 2 -
<PAGE> 4
PROXY STATEMENT
BUCKEYE TECHNOLOGIES INC.
SPECIAL MEETING OF STOCKHOLDERS TO BE HELD ON APRIL 7, 1998
INFORMATION CONCERNING THE SOLICITATION
This statement is furnished in connection with the solicitation of
proxies to be used at the Special Meeting of Stockholders (the "Special
Meeting") of Buckeye Technologies Inc. (the "Company") to be held on Tuesday,
April 7, 1998 at 4:00 p.m., Central Time, at the corporate offices at 1001
Tillman Street, Memphis, Tennessee, and at any adjournment thereof.
At the Special Meeting, the Company's stockholders will vote to amend
the Second Amended and Restated Certificate of Incorporation (the "Charter") to
(i) increase the number of authorized shares of common stock, par value $.01 per
share (the "Common Stock"), from 50,000,000 to 100,000,000; and (ii) increase
the number of authorized shares of preferred stock, par value $.01 per share
(the "Preferred Stock"), from 5,000,000 to 10,000,000. The affirmative vote of a
majority of the outstanding shares of Common Stock of the Company is required to
approve each of the amendments to the Company's Charter described herein.
Each holder of Common Stock is entitled to one vote for each share held
on all matters submitted before the Special Meeting and at any adjournment
thereof. The presence in person or by proxy of the holders of a majority of the
issued and outstanding shares of the Common Stock entitled to vote at the
Special Meeting is necessary to constitute a quorum. Under Delaware law,
stockholders who abstain from voting on a proposal are treated as present and
entitled to vote at the Special Meeting and therefore have the effect of a vote
against the proposal. If shares of Common Stock are held in the name of a
broker, the failure of the broker to vote the shares is treated as if the
beneficial owner of such shares failed to vote such shares.
Stockholders are urged to sign the enclosed proxy and return it
promptly in the envelope enclosed for that purpose. Proxies will be voted in
accordance with each stockholder's directions. If no directions are given,
proxies will be voted FOR each of the amendments to the Company's Charter
described herein.
The Board of Directors knows of no other business to be presented at
the Special Meeting. If any other business is properly presented, the persons
named in the enclosed proxy will use their discretion in voting the shares. The
proxy may be revoked at any time prior to the voting thereof by written request
to the Company at P.O. Box 80407, 1001 Tillman Street, Memphis, Tennessee
38108-0407, Attention: Sheila Jordan Cunningham, Corporate Secretary and
Associate General Counsel. The proxy may also be revoked by submission to the
Company of a subsequently dated proxy. The giving of the proxy will not affect
the right of a stockholder to attend the Special Meeting and vote in person.
The solicitation of proxies in the enclosed form is made on behalf of
the Board of Directors of the Company. The entire cost of soliciting these
proxies will be borne by the Company. In addition to being solicited through the
mails, proxies may be solicited personally or by telephone or facsimile by
officers, directors and employees of the Company who will receive no additional
compensation for such activities. Arrangements will also be made with brokerage
houses and other custodians, nominees and fiduciaries to forward solicitation
materials to the beneficial owners of record of shares held by such persons, who
will be reimbursed for their reasonable expenses incurred in such connection. It
is expected that this Proxy Statement will first be sent to stockholders on or
about March 5, 1998.
OUTSTANDING VOTING SECURITIES
Only stockholders of record on February 27, 1998, are entitled to
notice of and to vote at the Special Meeting. On that date there were
36,814,596 shares of Common Stock issued and outstanding. A list of
stockholders entitled to vote on matters at the Special Meeting will be
available at the Company's headquarters beginning on or about March 24, 1998.
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<PAGE> 5
SECURITY OWNERSHIP OF COMPANY'S DIRECTORS AND EXECUTIVE OFFICERS
AND CERTAIN OTHER BENEFICIAL OWNERS
As of January 30, 1998, the Company's records indicated that the
following number of shares were beneficially owned by (i) each person known by
the Company to beneficially own more than 5% of the Company's shares; (ii) each
Director of the Company and each of the five most highly compensated executive
officers; and (iii) all Directors and executive officers of the Company as a
group. Unless otherwise indicated, beneficial ownership is direct and the person
indicated has sole voting and investment power.
<TABLE>
<CAPTION>
AMOUNT AND NATURE OF PERCENT OF
NAME BENEFICIAL OWNERSHIP (1) CLASS(1)
---- ------------------------ --------
BEFORE THE AFTER THE
STOCK SPLIT(2) STOCK SPLIT(2)
-------------- --------------
<S> <C> <C> <C> <C>
(i) R. Howard Cannon, Trustee(4)..................... 4,426,775 8,853,550 24.0%
432 East Racquet Club Place
Memphis, Tennessee 38117
NewSouth Capital Management, Inc.(6)............. 1,364,117 2,728,234 7.4%
1000 Ridgeway Loop Road, Suite 233
Memphis, Tennessee 38120-4023
Gilchrist Berg (7)............................... 1,177,578 2,355,156 6.4%
Robin Bradbury
Water Street Capital, Inc.
225 Water Street, Suite 1987
Jacksonville, Florida 32202
(ii) Robert E. Cannon(3).............................. 670,504 1,341,008 3.6%
R. Howard Cannon(4)(8)........................... 4,431,775 8,863,550 24.0%
Red Cavaney(9)................................... 12,500 25,000 *
David B. Ferraro(5).............................. 787,603 1,575,206 4.3%
Henry F. Frigon(9)............................... 12,000 24,000 *
Samuel M. Mencoff(9)............................. 75,682 151,364 *
Harry J. Phillips, Sr.(9)........................ 24,500 49,000 *
Henry P. Doggrell(10)............................ 136,544 273,088 *
George B. Ellis(11).............................. 383,757 767,514 2.1%
B. Jerry L. Huff(12)............................. 161,819 323,638 *
(iii) All Directors and Executive Officers as a
group(13) (14 persons)......................... 7,271,413 14,542,826 39.5%
</TABLE>
------------------
* Less than 1% of the issued and outstanding shares of Common Stock of the
Company.
(1) Share information described in these notes has been adjusted to reflect
the two-for-one stock split described below. Unless otherwise
indicated, beneficial ownership consists of sole voting and investing
power based on
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<PAGE> 6
36,814,596 shares issued and outstanding as of February 27, 1998.
Options to purchase an aggregate of 644,000 shares are exercisable or
become exercisable within 60 days of January 30, 1998. Such shares are
deemed to be outstanding for the purpose of computing the percentage of
outstanding shares owned by each person to whom a portion of such
options relate but are not deemed to be outstanding for the purpose of
computing the percentage owned by any other person.
(2) On January 21, 1998, the Board of Directors of the Company declared a
two-for-one stock split for holders of record on February 10, 1998.
(3) Includes 274,952 shares held by Kathryn Gracey Cannon, wife of Robert
E. Cannon, as to which Mr. Cannon disclaims beneficial ownership;
11,682 shares held in the Company's 401(k) and retirement plans; 6,478
shares of restricted stock issued pursuant to the Company's Restricted
Stock Plan; and 130,000 shares issuable upon the exercise of options.
(4) Includes 4,425,906 shares held by the Robert E. Cannon Grantor Retained
Annuity Trust, R. Howard Cannon, Trustee and 4,427,644 shares held by
the Kathryn Gracey Cannon Grantor Retained Annuity Trust, R. Howard
Cannon, Trustee.
(5) Includes 9,992 shares held in the Company's 401(k) and retirement
plans; 4,786 shares of restricted stock issued pursuant to the
Company's Restricted Stock Plan; and 40,000 shares issuable upon the
exercise of options. The amount shown does not include 849,918 shares
which continue to be held by the David B. Ferraro Grantor Retained
Annuity Trust, David B. Ferraro, Jr., Trustee, as to which Mr. Ferraro
disclaims beneficial ownership.
(6) In February 1998, NewSouth Capital Management, Inc. filed an amendment
to its Schedule 13G with the Securities and Exchange Commission ("SEC")
as of December 31, 1997, stating that as an investment advisor, it had
sole dispositive power of the shares set forth herein.
(7) In February 1998, Gilchrist Berg and Robin Bradbury, affiliates of
Water Street Capital, Inc., filed an amendment to their Schedule 13D
with the SEC stating they have sole dispositive power of the shares set
forth herein.
(8) Includes 10,000 shares issuable upon the exercise of options granted
under the Company's stock option plan for non-employee directors (the
"Formula Plan").
(9) Includes 20,000 shares issuable upon the exercise of options granted
under the Company's Formula Plan.
(10)Includes 770 shares of restricted stock issued pursuant to the
Company's Restricted Stock Plan; 522 shares held in the Company's
401(k) and retirement plans; and 176,000 shares issuable upon the
exercise of options.
(11)Includes 22,000 shares held by Julie Ellis, wife of George B. Ellis,
as to which Mr. Ellis disclaims beneficial ownership; 4,606 shares held
in the Company's 401(k) and retirement plans; 1,992 shares of
restricted stock issued pursuant to the Company's Restricted Stock
Plan; and 20,000 shares issuable upon the exercise of options.
(12)Includes 660 shares of restricted stock issued pursuant to the
Company's Restricted Stock Plan; 2,078 shares held in the Company's
401(k) and retirement plans; and 16,000 shares issuable upon the
exercise of options.
(13)Includes an aggregate of 644,000 shares issuable upon exercise of
options granted under the Formula Plan and the Company's stock option
plans; 15,748 shares issued pursuant to the Company's Restricted Stock
Plan and 40,408 shares held in the Company's 401(k) and retirement
plans.
INTRODUCTION TO PROPOSALS 1 AND 2
Proposal 1 (the "Common Stock Amendment") and Proposal 2 (the
"Preferred Stock Amendment") may be characterized in the view of the SEC as
"anti-takeover" provisions. The Company's Charter and Amended and Restated
By-laws (the "By-laws") currently contain certain other provisions which could
have an anti-takeover effect, including (i) a classified Board of Directors,
(ii) limitations on actions by written consent of the
- 5 -
<PAGE> 7
stockholders, (iii) limitations on the ability to call special meetings of the
stockholders and procedural requirements of business properly brought before
such meetings, (iv) a supermajority approval requirement to amend certain of the
aforementioned provisions of the Charter and By-laws, and (v) a supermajority
approval requirement to approve a merger or consolidation of the Company with or
into any other entity other than a subsidiary of the Company or the sale, lease,
exchange or disposition of all or substantially all of the assets of the Company
and its subsidiaries (such provisions collectively referred to hereafter as the
"Anti-Takeover Provisions").
The Company also maintains a Shareholder Rights Plan with Union
Planters Bank, N.A., which entitles each holder of Common Stock to one
Preferred Share Purchase Right (a "Right") per share of Common Stock. Upon the
accumulation of Common Stock over a certain percentage threshold by any party
other than certain exempt persons (an "Acquiring Party"), the Rights Plan
triggers the issuance of a fractional interest in a series of Junior
Participating Preferred Stock to all stockholders other than the Acquiring Party
which, under certain circumstances, are convertible in such a manner as to have
a dilutive effect upon the Acquiring Party's interest. This dilutive effect may
discourage a party interested in acquiring substantial positions in the
Company's stock or in effecting a change of control of the Company from doing so
without first negotiating with the Board of Directors (which is empowered to
redeem the Rights at any time before they are triggered). The Board of Directors
believes that the Anti-Takeover Provisions and the Shareholder Rights Plan are
desirable to help discourage hostile attempts to take control of the Company.
Existing federal and state laws provide some protection to stockholders
in connection with attempts to acquire control of a corporation. Federal
securities laws and regulations generally govern disclosure required to be made
to stockholders in the process of a solicitation for proxies in a proxy contest
as well as in connection with business combinations. The Company is incorporated
under the General Corporation Law of the State of Delaware (the "Delaware law"),
which contains certain "business combination" provisions, including Section 203
of the Delaware law. Section 203 limits stock acquisitions and business
combinations with certain parties for a period of three years after such party
has acquired greater than 15% of the outstanding common stock of the
corporation, unless (i) the transaction has been approved in advance by a
majority of the Board of Directors, (ii) the affected party acquires greater
than 85% of the outstanding common stock in the same transaction, or (iii) at or
after the time at which the proposed business combination is approved by the
Board of Directors, the transaction is approved by two-thirds of the remaining
stockholders other than the party proposing the transaction.
Neither the Common Stock Amendment nor the Preferred Stock Amendment
are recommended in response to any specific effort of which the Company is aware
to accumulate the Company's Common Stock or to obtain control of the Company or
its Board of Directors by means of a solicitation in opposition to management or
otherwise and neither is intended to be an anti-takeover device.
The Board of Directors has carefully considered both the potential
benefits and the potential adverse effects of the proposed Common Stock
Amendment and Preferred Stock Amendment and has unanimously concluded that any
potential adverse effect is substantially outweighed by the benefits the
amendments would afford the Company and its stockholders.
PROPOSAL 1. APPROVAL OF AN AMENDMENT TO THE CHARTER TO INCREASE THE NUMBER
OF AUTHORIZED SHARES OF COMMON STOCK FROM 50,000,000 TO 100,000,000
The Company's Charter authorizes the issuance of 50,000,000 shares of
Common Stock. On January 21, 1998, the Board of Directors declared a two-for-one
stock split to be effected in the form of a 100% stock dividend. At that time it
also approved an amendment to the Charter to increase the number of authorized
shares of Common Stock from 50,000,000 to 100,000,000 subject to submission of
the proposal to the stockholders at a meeting called for that purpose.
As of February 27, 1998, the Company had 36,814,596 shares of Common
Stock outstanding, including those issued pursuant to the stock split, and of
the remaining 13,185,404 authorized but unissued shares, the Company has
reserved approximately 4,700,000 shares, as adjusted for the stock split,
pursuant to the Company's stock option plans. Upon approval of the amendment,
the Company would have approximately 63,000,000 shares available for future
issuance, including shares reserved for issuance pursuant to the Company's
stock option plans.
- 6 -
<PAGE> 8
Except in connection with the reserved shares described above, the
Board of Directors has no current plans, arrangements or understandings for any
future issuances of Common Stock. The Board of Directors believes that it is
prudent to have the additional shares of Common Stock available for general
corporate purposes, including acquisitions, equity financing, grants of stock
options, stock splits or other recapitalizations. In many such situations,
prompt action may be required which would not permit seeking stockholder
approval to authorize additional shares for the specific transaction on a timely
basis. The Board of Directors believes that it is important to have the
flexibility to act promptly in the best interest of the Company's stockholders.
If the Board of Directors deems it to be in the best interest of the Company and
the stockholders to issue additional shares of Common Stock in the future, the
Board of Directors generally will not seek further authorization by vote of the
stockholders, unless such authorization is otherwise required by law or
regulations applicable to the Company.
The Company's stockholders do not have preemptive rights with respect
to Common Stock. Thus, should the Board of Directors elect to issue additional
shares of Common Stock, existing stockholders would not have any preferential
rights to purchase such shares.
Although the purpose in seeking to increase the number of authorized
shares of Common Stock is not intended to be an anti-takeover device, the
increase in the authorized number of shares of Common Stock could have an
anti-takeover effect. If the Board of Directors desired to issue additional
shares in the future, such issuance could dilute the voting power of a person
seeking control of the Company, thereby deterring or rendering more difficult a
merger, tender offer, proxy contest or an extraordinary corporate transaction
opposed by the Board of Directors.
The affirmative vote of the holders of a majority of the outstanding
shares of Common Stock entitled to vote at the Special Meeting will be required
to approve the amendment to the Charter increasing the number of authorized
shares of Common Stock from 50,000,000 to 100,000,000.
The Board of Directors recommends voting FOR the proposed amendment to
the Company's Charter to increase the number of authorized shares of Common
Stock from 50,000,000 to 100,000,000.
PROPOSAL 2. APPROVAL OF AN AMENDMENT TO THE COMPANY'S CHARTER TO INCREASE
THE NUMBER OF AUTHORIZED SHARES OF PREFERRED STOCK FROM 5,000,000
TO 10,000,000
On January 21, 1998, the Board of Directors unanimously approved an
amendment to the Company's Charter to increase the number of authorized shares
of Preferred Stock from 5,000,000 to 10,000,000 subject to submission of the
proposal to the stockholders at a meeting called for that purpose. As of
February 27, 1998, there were no shares of Preferred Stock outstanding.
The Board of Directors has no current plans, arrangements or
understandings for any future issuances of Preferred Stock. The Board of
Directors believes that it is prudent to have the additional shares of Preferred
Stock available for general corporate purposes, including acquisitions, equity
financing, or other recapitalizations. In many such situtations prompt action
may be required which would not permit seeking stockholder approval to authorize
additional shares for the specific transaction on a timely basis. The Board of
Directors believes that it is important to have the flexibility to act promptly
in the best interest of the stockholders. If the Board of Directors deems it to
be in the best interest of the Company and the stockholders to issue shares of
Preferred Stock in the future, the Board of Directors generally will not seek
further authorization by vote of the stockholders, unless such authorization is
otherwise required by law or regulations applicable to the Company.
The Company's stockholders do not have preemptive rights with respect
to Preferred Stock. Thus, should the Board of Directors elect to issue shares of
Preferred Stock, existing stockholders would not have any preferential rights to
purchase such shares.
Although the purpose in seeking to increase the number of authorized
shares of Preferred Stock is not intended to be an anti-takeover device, the
increase in the authorized number of shares of Preferred Stock could have an
anti-takover
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<PAGE> 9
effect. If the Board of Directors desired to issue shares in the future, such
issuance could dilute the voting power of a person seeking control of the
Company, thereby deterring or rendering more difficult a merger, tender offer,
proxy contest or an extraordinary corporate transaction opposed by the Board of
Directors.
The affirmative vote of the holders of a majority of the outstanding
shares of Common Stock entitled to vote at the Special Meeting will be required
to approve the amendment to the Charter increasing the number of authorized
shares of Preferred Stock from 5,000,000 to 10,000,000.
The Board of Directors recommends voting FOR the proposed amendment to
the Company's Charter to increase the number of authorized shares of Preferred
Stock from 5,000,000 to 10,000,000.
STOCKHOLDERS' PROPOSALS FOR 1998 ANNUAL MEETING
In accordance with the Company's By-laws, stockholders' proposals
intended to be presented at the 1998 Annual Meeting of Stockholders must be
received in writing by the Secretary of the Company not less than 60 days nor
more than 90 days prior to the 1998 Annual Meeting in the form set forth in the
By-laws for inclusion in the Company's proxy statement and form of proxy
relating to that meeting.
OTHER MATTERS
The Board of Directors, at the time of the preparation of this Proxy
Statement, knows of no business to come before the Special Meeting other than
that referred to herein. If any other business should come before the Special
Meeting, the persons named in the enclosed proxy will have discretionary
authority to vote all proxies in accordance with their best judgment.
BY ORDER OF THE BOARD OF DIRECTORS
Sheila Jordan Cunningham
Secretary and Associate General Counsel
Memphis, Tennessee
March 5, 1998
- 8 -
<PAGE> 10
APPENDIX A
PROXY
Buckeye Technologies Inc.
P.O. Box 80407
1001 Tillman Street
Memphis, Tennessee 38108-0407
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
FOR THE SPECIAL MEETING OF STOCKHOLDERS
The undersigned appoints Henry P. Doggrell, R. Neil O'Brien and David
H. Whitcomb, or any of them, with full power of substitution and revocation as
Proxy to vote all shares of stock standing in my name on the books of Buckeye
Technologies Inc. (the "Company") at the close of business on February 27, 1998,
which the undersigned would be entitled to vote if personally present at the
Special Meeting of Stockholders of the Company to be held at the corporate
offices at 1001 Tillman Street, Memphis, Tennessee, on April 7, 1998, at 4:00
p.m., Central Time, and at any and all adjournments, upon the matters set forth
in the Notice of said meeting. The Proxy is further authorized to vote in his
discretion as to any other matters which may come before the meeting. At the
time of preparation of the Proxy Statement, the Board of Directors knows of no
business to come before the meeting other than that referred to in the Proxy
Statement.
THE SHARES COVERED BY THIS PROXY WILL BE VOTED IN ACCORDANCE WITH THE
INSTRUCTIONS GIVEN BELOW AND WHEN NO INSTRUCTIONS ARE GIVEN WILL BE VOTED FOR
THE PROPOSALS DESCRIBED IN THE ACCOMPANYING NOTICE OF SPECIAL MEETING AND PROXY
STATEMENT AND ON THIS PROXY.
(1) Amendment of the Second Amended and Restated Certificate of
Incorporation to increase the number of authorized shares of
Common Stock from 50,000,000 to 100,000,000. The Board of
Directors recommends a vote FOR this proposal.
[ ]For [ ]Against [ ]Abstain
(2) Amendment of the Second Amended and Restated Certificate of
Incorporation to increase the number of authorized shares of
Preferred Stock from 5,000,000 to 10,000,000. The Board of
Directors recommends a vote FOR this proposal.
[ ]For [ ]Against [ ]Abstain
(3) At his discretion on such other business as may properly come
before the meeting or any adjournment thereof.
***************************************************************************
The undersigned hereby acknowledges receipt of the Notice of the Special
Meeting and the related Proxy Statement.
Dated: _________, 1998 Signed:_____________________________
[Label to be placed here] Signed:_____________________________
Stockholder should sign here exactly as shown on
the label affixed hereto. Administrator, Trustee,
or Guardian, please give full title. If more than
one Trustee, all should sign. All Joint Owners
should sign.
Please indicate if you plan to attend the Stockholders' Special Meeting.
[ ] Yes [ ] No
PLEASE COMPLETE, SIGN, DATE AND RETURN THIS PROXY PROMPTLY IN THE
ENCLOSED ENVELOPE.
Corporate Trust Operations
Union Planters Bank, N.A.
6200 Poplar Avenue, 3rd Floor
Memphis, Tennessee 38119
