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
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
[ ] Confidential, For Use of the Commission Only
(as permitted by Rule 14a-6(e)(2))
AQUA CARE SYSTEMS, INC.
(Name of Registrant as Specified in Its Charter)
AQUA CARE SYSTEMS, INC.
(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 the 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:
[ ] 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>
AQUA CARE SYSTEMS, INC.
11820 N.W. 37th Street
Coral Springs, FL 33065
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD AUGUST 4, 2000
To the Stockholders of Aqua Care Systems, Inc.
Notice is hereby given that the Annual Meeting of Stockholders of Aqua
Care Systems, Inc., a Delaware Corporation, (the "Company"), will be held at the
Company's corporate headquarters, 11820 N.W. 37th Street, Coral Springs, Florida
33065, on Friday, August 4, 2000, at 10:00 a.m., E.D.T., for the following
purposes:
1. To elect four directors to serve until the next Annual
Meeting of Stockholders and until their successors are duly elected and
qualified.
2. To transact such other business as may properly come before
the Annual Meeting or any adjournment thereof.
Only stockholders of record at the close of business on June 9, 2000,
are entitled to notice of, and to vote at, the Annual Meeting and any
postponement or adjournment thereof. A complete list of stockholders entitled to
vote at the Annual Meeting will be available for inspection by stockholders at
the offices of the Company for ten (10) days prior to the Annual Meeting.
If you cannot attend the Annual Meeting in person, please date and
execute the accompanying Proxy and return it promptly to the Company. If you
attend the Annual Meeting, you may revoke your Proxy and vote in person if you
desire to do so, but attendance at the Annual Meeting does not of itself serve
to revoke your Proxy.
By Order of the Board of Directors
Coral Springs, Florida NORMAN J. HOSKIN
June 9, 2000 Secretary
<PAGE>
AQUA CARE SYSTEMS, INC.
11820 N.W. 37th Street
Coral Springs, FL 33065
(954) 796-3338
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
AUGUST 4, 2000
This Proxy Statement and the accompanying Proxy Card are furnished to
the holders of Common Stock, par value $.001 per share, of Aqua Care Systems,
Inc., (the "Company"), in connection with the solicitation of proxies by and on
behalf of the Board of Directors of the Company for use at the Annual Meeting of
Stockholders, (the "Annual Meeting"), to be held at 10:00 a.m. on Friday, August
4, 2000, at the Company's corporate headquarters, 11820 N.W. 37th Street, Coral
Springs, Florida 33065, or any adjournment thereof. Any such Proxy may be
revoked by a stockholder at any time before it is exercised by either giving
written notice of such revocation to the Secretary of the Company or submitting
a later-dated Proxy to the Company prior to the Annual Meeting. A stockholder
attending the Annual Meeting may revoke his Proxy and vote in person if such
stockholder desires to do so, but attendance at the Annual Meeting will not of
itself revoke the Proxy.
Proxy materials will be mailed on or about June 30, 2000 to all
stockholders of record of the Company as of June 9, 2000, (the "Record Date").
Solicitation may be made by mail, telephone or telegram by the officers or
regular employees of the Company, who will receive no additional compensation
therefor. Arrangements will also be made with brokerage firms, custodians,
nominees and fiduciaries for the forwarding of proxy materials to the beneficial
owners of Common Stock held of record by such persons, and the Company will
reimburse such brokerage firms, custodians, nominees and fiduciaries for
reasonable out-of-pocket expenses incurred by them in connection therewith. The
entire expense of solicitation, including the cost of preparing, assembling and
mailing the proxy materials, will be borne by the Company.
The purpose of the Annual Meeting of Stockholders is to elect a Board
of Directors to serve until the next annual meeting of stockholders. The Company
is not aware at this time of any other matters that will come before the Annual
Meeting. If any other matters properly come before the Annual Meeting, it is the
intention of the persons designated as proxies to vote in accordance with the
recommendation of the Board of Directors on such matters. Shares represented by
executed and unrevoked Proxies will be voted in accordance with instructions
contained therein or, in the absence of such instructions, in accordance with
the recommendations of the Board of Directors.
As to all matters that may come before the Annual Meeting, each
stockholder will be entitled to one vote for each share of Common Stock of the
Company held by such shareholder at the close of business on the Record Date.
The holders of a majority of the shares of Common Stock of the Company present
in person or by proxy and entitled to vote will constitute a quorum at the
Annual Meeting. Abstentions and broker non-votes will be counted for purposes of
determining the presence of a quorum. On the Record Date, there were 2,911,529
shares of Common Stock issued and outstanding.
The Board of Directors has designated Norman J. Hoskin as proxy to vote
the shares of Common Stock solicited on its behalf.
1
<PAGE>
ELECTION OF DIRECTORS
Nominees for Director
The Board of Directors currently consists of four directors. Directors
are elected to serve until the next annual meeting of stockholders and until
their successors shall have been duly elected and qualified, until their earlier
death, resignation or removal. Each of the nominees named below has served as a
director since the last annual meeting. In the event any of the nominees shall
be unable to serve as a director, it is the intention of the persons designated
as proxies to vote for substitutes selected by the Board of Directors. The Board
of Directors of the Company has no reason to believe that any of the nominees
named below will be unable to serve if elected.
Norman J. Hoskin, age 65, has been Chairman of the Board of Directors
of Aqua Care Systems, Inc. since December 1999 and was elected by the Board of
Directors to serve as President and Chief Executive Officer and Treasurer of the
Company upon the resignation of William K. Mackey in February 2000.
Additionally, Mr. Hoskin has served as the Company's Secretary since his initial
election to the Board of Directors in June 1995. He is also the Vice Chairman of
American Artist Film Corporation, the Chairman of the Board of Corinthian Health
Services, Inc. and has been Chairman and President of Bermuda International
Capital Holdings, Ltd., since its inception in 1998. Mr. Hoskin was also the
founder and former Chairman of Atlantic International Capital Holdings, Ltd.,
since its inception in 1993. He has also served as Senior Vice President of
Rentar Industries Group and as President of Rentar Driver Services, Inc., one of
the largest transportation, warehousing and banking conglomerates in the United
States prior to the Deregulation Action of 1982. Mr. Hoskin has also served as
Treasurer and a director of Trinitech Systems and as Chairman of the Board of
Tapistron International. He has also acted as a director of Spintek Gaming and
Consolidated Industries, a holding company for eight publicly listed companies.
Mr. Hoskin received a Bachelor of Science degree from Wharton School of
Business, University of Pennsylvania.
James P. Cefaratti, age 57, has been a director of the Company since
January 1992. Since November 1998, Mr. Cefaratti has been a private investor.
From November 1997 to November 1998, he served as President and Chief Operating
Officer of Amedisys, Inc., a home health care provider. From June 1995 to
December 1996, Mr. Cefaratti was President of Globalvision, Inc., a provider of
laser radial keratotomy. From July 1993 until June 1995, he was a private
investor. He served as President, CEO and a director of Home Intensive Care,
Inc., a home infusion and dialysis company, from December 1989 to June 1993.
David K. Lucas, age 60, has been a director of the Company since
September 1997. He has been an independent consultant performing sales and
marketing consulting for various entities within the fluid filtration and
treatment industries since 1988. From 1982 to 1988, Mr. Lucas served as the Vice
President of Sales and Marketing of JWI, Inc. a filter press equipment
manufacturing company. He was employed in the capacity of Corporate Marketing
Manager of Parkson Corporation, a manufacturer of water pollution control
capital equipment products from 1973 to 1981.
Peter C. Rossi, age 51, has been a director of the Company since July
1999. He has been employed by Bloomingdale Properties, Inc., an investing
company, since 1983, having served as its Treasurer since 1985. From 1979 to
1983, Mr. Rossi was a Manager at the accounting firm of Deloitte and Touche.
Rossi is a Certified Public Accountant and has been a member of the American
Institute of Certified Public Accountants since 1981.
2
<PAGE>
Director Compensation
Each director of the Company is currently remunerated at the rate of
$1,500 per month. In addition, each director is granted options under the terms
of the 1994 Outside Directors' Stock Option Plan, (the "Outside Directors'
Plan"), to purchase 2,500 shares of Common Stock on the last business day of the
year, at the then current bid price, subsequent to serving one full calendar
year as a director. Such options are exercisable over the subsequent ten years
and fully vest over a one-year period from the date of grant. During 1999,
options to purchase 17,500 shares of Common Stock were granted to outside
directors at exercise prices ranging from $1.56 to $1.63 per share. As of
December 31, 1999, options to purchase 157,500 shares at exercise prices ranging
from $1.19 to $20.00 per share were outstanding. In February 2000, the Board of
Directors adopted a severance plan wherein any director who is involuntarily
displaced from the Board of Directors for any reason, other than for cause,
shall receive twelve months of compensation at the displacement date.
Management Matters
There are no current arrangements nor understandings known to the
Company between any of the directors, nominees for director or the executive
officer of the Company and any other person pursuant to which any such person
was elected as a director or an executive officer. There are no family
relationships between any directors, nominees for director nor the executive
officer of the Company. The Board of Directors of the Company held a total of
five meetings during 1999. All directors attended such meetings. The Board of
Directors of the Company has standing audit, nominating and compensation
committees. The Audit Committee of the Board is responsible for reviewing all
reports from the Company's auditors and monitoring internal controls. During
1999, the Audit Committee consisted of Messrs. Hoskin, Cefaratti and Lucas. The
Audit Committee held one meeting during 1999. All members attended such meeting.
The Nominating Committee, which nominates the persons the Board of Directors
puts forward each year to be elected as directors of the Company, consisted of
Messrs. Mackey and Hoskin during 1999. The Nominating Committee met once during
1999. Both members attended such meeting. The Nominating Committee has not
established specific procedures for the consideration of nominees recommended by
security holders, however, any such nominations made by a stockholder in
accordance with the Certificate of Incorporation and Bylaws of the Company and
applicable law, would be considered by the Company. The Compensation Committee,
which consisted of Messrs. Hoskin, Cefaratti and Lucas during 1999, is
responsible for reviewing and making recommendations with respect to the
Company's compensation program. The Compensation Committee held two meetings
during 1999. All members attended such meetings.
Compensation Committee Interlocks and Insider Participation
Except Norman J. Hoskin, President and Chief Executive Officer, none of
the members of the Board's Compensation Committee is, or has been, an officer or
employee of the Company. Mr. Hoskin was not an employee of the Company during
1999 and is no longer a member of the Compensation Committee.
Compliance With Section 16(a) of the Securities Exchange Act of 1934
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's officers and directors, and persons who beneficially own more than 10%
of a registered class of the Company's equity securities to file reports of
ownership and changes in ownership with the Securities and Exchange Commission.
Officers, directors and beneficial owners of more than 10% of the Company's
Common Stock are required by Securities and Exchange Commission regulations to
furnish the Company with copies of all Section 16(a) forms that they file. Based
solely on review of the copies of such forms furnished to the Company, or
written representations that no reports on Form 5 were required, the Company
believes that all of its officers, directors and greater-than-10% beneficial
owners complied with all Section 16(a) filing requirements applicable to them
during 1999.
3
<PAGE>
The Board of Directors recommends that the Company's stockholders vote "FOR" the
election of all the nominees
The four nominees receiving the greatest number of affirmative votes of
the shares of Common Stock represented at the Annual Meeting will be elected as
directors. Stockholders are not entitled to cumulate their votes for the
election of directors. Proxies received by the Board of Directors will be so
voted in favor of all nominees above, unless stockholders specify a contrary
choice in their proxies.
EXECUTIVE COMPENSATION AND OTHER INFORMATION
Summary Compensation Table
The following table sets forth information for the years ended December
31, 1999, 1998 and 1997, representing compensation earned by the Chief Executive
Officer of the Company as of the end of the fiscal year 1999 (the "Named
Executive Officer"), in all capacities in which he served.
Annual Compensation
<TABLE>
<CAPTION>
Long-Term
Compensation
Other Number of
Annual Options
Name and Principal Positions Year Salary Bonus Compensation Granted
-----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
William K. Mackey(3) 1999 $155,000 $25,000(1) $7,200(2) --
Chairman of the Board, President and 1998 $155,000 $86,800(1) $7,200(2) 100,000(3)
Chief Executive Officer and Treasurer 1997 $160,962 -- $7,200(2) 150,000(3)
</TABLE>
Stock Option Grants in 1999
The following table contains information concerning the grant of stock
options to the Named Executive Officer in 1999:
<TABLE>
<CAPTION>
Individual Grants
--------------------------------------------------------------------------------------------------
Number of Securities % of Total Options
Underlying Granted to Employees Exercise Price Expiration
Name Options Granted in Fiscal Year Per Share Date
--------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
William K. Mackey(3) -- -- -- --
</TABLE>
Stock Option Exercises in 1999 and Option Values at December 31, 1999
The following table provides information with respect to options
exercised by the Named Executive Officer during 1999 and the number and value of
securities underlying unexercised options held by the Named Executive Officer at
December 31, 1999:
<TABLE>
<CAPTION>
Number of Securities Value of Unexercised
Underlying Unexercised Options In-the-Money Options
Shares at December 31, 1999 at December 31, 1999
Acquired Value --------------------------- ---------------------------
Name on Exercise Realized Exercisable Unexercisable Exercisable Unexercisable
----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
William K. Mackey(3) -- -- 344,167 8,333 -- --
----------------------------------------------------------------------------------------------------------
</TABLE>
(1) Represents bonuses earned based upon parameters set forth in the Named
Executive's Employment Agreement.
(2) Represents a monthly auto expense allowance of $600.
(3) Mr. Mackey resigned from all positions held with the Company on
February 28, 2000. In connection therewith, the Board of Directors
extended the exercise period of Mackey's options to purchase the
Company's Common Stock to December 31, 2000.
4
<PAGE>
Employment Agreement
On August 7, 1997, the Company entered into a five-year employment
agreement with William K. Mackey, Chairman of the Board, President, Chief
Executive Officer and Treasurer. The Agreement provided that Mr. Mackey would
receive an annual base salary of $155,000, plus a bonus, if any, as determined
by the Board of Directors. Mackey resigned from all positions held with the
Company on February 28, 2000. In accordance with such resignation, the Board of
Directors agreed to pay him $480,000 in equal installments of $40,000 per month
beginning April 1, 2000, and extend all of his options to purchase the Company's
Common Stock through December 31, 2000.
Outside Directors' Plan and Performance Equity Plan
At December 31, 1999 the Company has two stock option plans, which are
described below.
Outside Directors' Plan. The Company's shareholders have adopted the
1994 Outside Directors' Stock Option Plan (the "Outside Directors' Plan") for
the Company's directors who are not employees or officers of the Company or its
subsidiaries ("Eligible Directors") rendering advisory service to the Board of
Directors. The Outside Directors' Plan has reserved an aggregate of 400,000
shares of Common Stock and provides for the grant of non-qualified stock options
("NQSOs") which have an exercise period extending for ten years from the date of
the grant. The purchase price of the shares of Common Stock covered by each
option granted under the Outside Directors' Plan is the fair market value of the
shares as of the date of grant. Each Eligible Director who is newly-elected is
granted an option to purchase not less than 2,500 and not more than 12,500
shares of the Common Stock of the Company on the date such director is initially
elected or otherwise selected to the Board of Directors. The exact amount is
determined by the directors serving prior to the effective date of the Outside
Directors' Plan. All Eligible Directors are granted options to purchase 2,500
shares of the Common Stock of the Company on each December 31, if such Eligible
Director has completed a full year of service as a member of the Board of
Directors of the Company.
Performance Equity Plan. On May 13, 1991, the Company's stockholders
adopted the 1991 Performance Equity Plan (the "Performance Equity Plan"). There
are 2,000,000 shares of Common Stock reserved pursuant to the Performance Equity
Plan. The Performance Equity Plan provides for the grant of a variety of
incentive awards to officers, key employees, consultants and independent
contractors of the Company.
The Performance Equity Plan authorizes the grant of incentive awards
which may consist of stock options, restricted stock awards, deferred stock
awards, stock appreciation rights and other stock-based awards. The Performance
Equity Plan expires at the close of business on May 13, 2001, unless sooner
terminated; provided however that all awards previously granted shall remain
outstanding for the respective terms of such awards. Officers, directors, and
other key employees and prospective employees and consultants and independent
contractors who perform services for the Company or any of its subsidiaries,
(but excluding members of the stock option committee and any person who serves
as a director only), ("Eligible Persons"), are eligible to receive awards under
the Plan. The Performance Equity Plan is administered by the Board of Directors
or the Compensation and Stock Option Committee (the "Committee") appointed by
the Board of Directors, which determines the persons to whom awards will be
granted, the number of awards to be granted and the specific terms of each
grant, subject to the provisions of the Performance Equity Plan.
5
<PAGE>
Outstanding Awards. Options to purchase an aggregate of 758,100 shares
of the Company's Common Stock have been granted and are outstanding as of June
9, 2000, under the Outside Directors' Plan and Performance Equity Plan. The
expiration dates of such options range from October 2000 to January 2010. The
exercise price of such options range from $1.00 to $20.00.
At December 31, 1999 and 1998, 575,830 and 315,259 options with
weighted average option prices of $3.50 and $4.86, respectively, were
exercisable.
6
<PAGE>
PRINCIPAL STOCKHOLDERS
The following table sets forth information as to the number of shares
of Common Stock beneficially owned as of June 9, 2000, by (i) each person who is
believed by the Company to be a beneficial owner of more than 5% of the
outstanding Common Stock of the Company; (ii) each director of the Company;
(iii) the Named Executive Officer; and (iv) all directors and executive officers
of the Company as a group.
Number of Percentage of
Name and Address of Beneficial Owner(1) Shares Owned Common Stock(3)
--------------------------------------------------------------------------------
Norman J. Hoskin(4) 52,250 1.8%
James P. Cefaratti(5) 33,750 1.1%
David K. Lucas(6) 22,575 *
Peter C. Rossi(2)(7) 572,500 19.7%
Aqua Care Systems, Inc.
401(k) Savings Plan and Trust 249,170 8.6%
William K. Mackey(8) 376,500 11.5%
Directors and executive officers,
as a group, (four persons) 681,075(9) 22.8%
Except as set forth below, all shares of Common Stock are directly
owned and the sole investment and voting power are held by the entities noted.
(1) Except as otherwise set forth, the address for all of these individuals
and entities is 11820 N.W. 37th Street, Coral Springs, FL 33065.
(2) The address for this person is 641 Lexington Avenue, 29th Floor, New
York, NY 10022.
(3) Based upon 2,911,529 shares of Common Stock issued and outstanding as
of June 9, 2000, and such shares of Common Stock such individual has
the right to acquire within 60 days.
(4) Includes options to purchase 28,750 shares of Common Stock.
(5) Includes options to purchase 33,750 shares of Common Stock.
(6) Includes options to purchase 12,500 shares of Common Stock.
(7) Includes 572,500 shares of Common Stock of which the named person has
shared dispositive power.
(8) Includes options to purchase 340,000 shares of Common Stock granted by
the Company and additional options to purchase an aggregate of 12,500
shares of Common Stock granted by Kinder Investments, L.P. and Peter N.
Christos.
(9) Includes options to purchase 75,000 shares of Common Stock.
* Less than 1%.
7
<PAGE>
PROPOSALS BY STOCKHOLDERS
Any proposals by stockholders of the Company intended to be presented
at the 2001 Annual Meeting of Stockholders must be received by the Company for
inclusion in the Company's Proxy Statement and form of Proxy by December 31,
2000.
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
The firm of BDO Seidman, LLP was engaged by the Board of Directors of
the Company as independent auditor for the Company and its subsidiaries for the
fiscal year 1999 and it is expected that such firm will serve in that capacity
for the 2000 fiscal year. Management expects that a representative of BDO
Seidman, LLP will be present at the Annual Meeting to make a statement if he or
she desires to do so and to be available to answer appropriate questions posed
by stockholders.
8
<PAGE>
OTHER MATTERS
As of the date of this Proxy Statement, the Board of Directors of the
Company does not know of any business which will be presented for consideration
at the Annual Meeting other than that specified herein and in the Notice of
Annual Meeting of Stockholders, but if other matters are presented, it is the
intention of the persons designated as proxies to vote in accordance with the
recommendation of the Board of Directors on such matters.
ANNUAL REPORT
A copy of the Company's 1999 Annual Report, including financial
statements as of December 31, 1999 and 1998 and for each of the two years then
ended is being mailed to all stockholders of record as of the Record Date.
A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-KSB AS FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION, WILL BE FURNISHED WITHOUT CHARGE TO ANY
STOCKHOLDER OF THE COMPANY WHOSE PROXY IS SOLICITED BY THE FOREGOING PROXY
STATEMENT, UPON THE WRITTEN REQUEST OF ANY SUCH PERSON ADDRESSED TO NORMAN J.
HOSKIN, SECRETARY, AT THE COMPANY'S ADDRESS. SUCH A REQUEST FROM A BENEFICIAL
OWNER OF THE COMPANY'S COMMON STOCK MUST CONTAIN A GOOD-FAITH REPRESENTATION BY
SUCH PERSON THAT, AS OF JUNE 9, 2000, SUCH PERSON WAS A BENEFICIAL OWNER OF THE
COMPANY'S COMMON STOCK.
9
<PAGE>
PROXY
AQUA CARE SYSTEMS, INC.
ANNUAL MEETING OF STOCKHOLDERS - August 4, 2000
THIS PROXY IS SOLICITED ON BEHALF OF
THE BOARD OF DIRECTORS
The undersigned hereby appoints NORMAN J. HOSKIN a proxy to vote the
shares of common stock, par value $.001 per share, of Aqua Care Systems, Inc.
which the undersigned could vote if personally present at the Annual Meeting of
Stockholders of Aqua Care Systems, Inc. to be held at the corporate
headquarters, 11820 N.W. 37th Street, Coral Springs, Florida 33065, on Friday,
August 4, 2000, at 10:00 a.m., E.D.T., and any adjournment thereof:
(Continued and to be signed on other side)
<PAGE>
Please date, sign and mail your
proxy card back as soon as possible!
Annual Meeting of Stockholders
AQUA CARE SYSTEMS, INC.
August 4, 2000
(Please Detach and Mail in the Envelope Provided)
--------------------------------------------------------------------------------
A [X] Please mark your
votes as in this
example.
FOR all nominees WITHHOLD
listed below (except AUTHORITY
as marked to the to vote for all nominees
contrary below) listed below
1. Election of
Directors [ ] [ ]
INSTRUCTION: To withhold authority to vote for any individual nominee, mark a
line through the nominee's name in the list below.
NOMINEES:
Norman J. Hoskin
James P. Cefaratti
David K. Lucas
Peter C. Rossi
2. In their discretion, to act upon any matters incidental to the
foregoing and such other business as may properly come before the
Annual Meeting or any adjournment thereof.
This Proxy, when properly executed, will be voted in the manner
directed herein by the undersigned stockholder. If no direction is made, this
Proxy will be voted FOR Item 1 noted on the other side. Any stockholder who
wishes to withhold the discretionary authority referred to in Item 2 above
should mark a line through the entire Item.
PLEASE MARK, SIGN, DATE AND RETURN PROMPTLY, USING THE ENCLOSED ENVELOPE. NO
POSTAGE IS REQUIRED.
Signature(s) ____________________ ____________________ DATED _____________, 2000
NOTE: (Please sign exactly and as fully as your name appears on your stock
certificate. If shares are held jointly, each stockholder should sign.)
