<PAGE> 1
SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14a INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
<TABLE>
<S> <C>
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
</TABLE>
TBA Entertainment Corporation
- --------------------------------------------------------------------------------
(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:
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(4) Date Filed:
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<PAGE> 2
September 21, 1998
Dear Fellow Stockholder:
This year's Annual Meeting of Stockholders (the "Meeting") will be held
on Tuesday, October 27, 1998, at the Nashville office of TBA Entertainment
Corporation, 300 Tenth Avenue South, Nashville, Tennessee, commencing at 9:00
a.m. local time. You are cordially invited to attend. At the Meeting you will be
asked to:
1. elect ten (10) directors;
2. approve the TBA Entertainment Corporation 1998 Stock Option
Plan; and
3. transact such other business as may properly come before the
Meeting.
To be certain that your shares are voted at the Meeting, whether or not
you plan to attend in person, please sign, date and return the enclosed proxy
card as soon as possible. Your vote is important.
At the Meeting, management will review the Company's activities during
the past year and its plans and prospects for the future. An opportunity will be
provided for questions by stockholders.
I hope you will be able to join us.
Sincerely,
TBA ENTERTAINMENT CORPORATION
/s/ THOMAS JACKSON WEAVER III
Thomas Jackson Weaver III
Chairman of the Board, Chief Executive Officer
and President
<PAGE> 3
TBA ENTERTAINMENT CORPORATION
402 HERITAGE PLANTATION WAY
HICKORY VALLEY, TENNESSEE 38042
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD OCTOBER 27, 1998
To the Stockholders of
TBA ENTERTAINMENT CORPORATION
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders (the
"Meeting") of TBA Entertainment Corporation (the "Company") will be held on
Tuesday, October 27, 1998, at the Nashville office of the Company, 300 Tenth
Avenue South, Nashville, Tennessee, commencing at 9:00 a.m. local time, for the
following purposes:
(i) To elect ten (10) directors to hold office until the next
annual meeting of stockholders and until their successors are
duly elected and qualify;
(ii) To approve the TBA Entertainment Corporation 1998 Stock Option
Plan; and
(iii) To transact such other business as may properly come before
the Meeting or any adjournment thereof.
A copy of the Proxy Statement relating to the Meeting, in which the
foregoing matters are described in more detail, and the Annual Report outlining
the Company's operations for the year ended December 31, 1997, accompanies this
Notice of Annual Meeting of Stockholders.
Only stockholders of record at the close of business on September 11,
1998 are entitled to notice of and to vote at the Meeting or any adjournment
thereof. A list of such stockholders, arranged in alphabetical order and showing
the address of and the number of shares registered in the name of each such
stockholder, will be available for examination by any stockholder for any
purpose germane to the Meeting during ordinary business hours for a period of at
least ten days prior to the Meeting at the offices of the Company at 402
Heritage Plantation Way, Hickory Valley, Tennessee.
Your vote is important. Whether or not you expect to be personally
present at the Meeting, please complete, sign, date and return promptly the
enclosed proxy in the enclosed pre-addressed, postage-paid return envelope.
By Order of the Board of Directors,
/s/ FRANK A. MCKINNIE WEAVER, SR.
Frank A. McKinnie Weaver, Sr.
Secretary
September 21, 1998
<PAGE> 4
TBA ENTERTAINMENT CORPORATION
402 HERITAGE PLANTATION WAY
HICKORY VALLEY, TENNESSEE 38042
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD OCTOBER 27, 1998
This Proxy Statement is being furnished to the stockholders of TBA
Entertainment Corporation (the "Company") in connection with the solicitation by
the Board of Directors of the Company of proxies to be used at the 1997 Annual
Meeting of Stockholders (the "Meeting") to be held at the Nashville office of
the Company, 300 Tenth Avenue South, Nashville, Tennessee, on Tuesday, October
27, 1998, at 9:00 a.m. This Proxy Statement and the accompanying form of proxy,
Notice of Annual Meeting of Stockholders and letter to stockholders are first
being mailed to stockholders of the Company on or about September 25, 1998.
SOLICITATION OF PROXIES
The expense of the solicitation of proxies will be borne by the
Company. In addition to the solicitation of proxies by mail, solicitation may be
made by the directors, officers and employees of the Company by other means,
including telephone, telegraph or in person. No special compensation will be
paid to directors, officers or employees for the solicitation of proxies. To
solicit proxies, the Company also will request the assistance of banks,
brokerage houses and other custodians, nominees or fiduciaries, and, upon
request, will reimburse such organizations or individuals for their reasonable
expenses in forwarding soliciting materials to beneficial owners and in
obtaining authorization for the execution of proxies.
PURPOSE OF MEETING
At the Meeting, action will be taken to (i) elect ten (10) directors to
hold office until the next annual meeting of stockholders and until their
successors shall have been duly elected and qualify and (ii) approve the TBA
Entertainment Corporation 1998 Stock Option Plan (the "1998 Plan").
Stockholders are urged to sign the accompanying form of proxy and,
immediately after reviewing the information contained in this Proxy Statement
and in the Annual Report outlining the Company's operations for the year ended
December 31, 1997, return it in the envelope provided for that purpose. Valid
proxies will be voted at the Meeting and any adjournment or adjournments thereof
in the manner specified therein. If no directions are given but proxies are
executed in the manner set forth therein, such proxies will be voted FOR the
election of the nominees for director set forth in this Proxy Statement and FOR
the approval of the 1998 Plan. The Company does not know of any other matters
that are to come before the meeting. If any other matters are properly presented
at the Meeting, however, the persons named in the enclosed form of proxy and
acting thereunder will have discretion to vote on such matters in accordance
with their judgment.
REVOCATION OF PROXY
Any stockholder returning the accompanying proxy may revoke such proxy
at any time prior to its exercise by giving written notice to the Secretary of
the Company of such revocation, voting in person at the Meeting, or executing
and delivering to the Secretary of the Company a later-dated proxy.
<PAGE> 5
QUORUM AND VOTING REQUIREMENTS
Only stockholders of record as of the close of business on September
11, 1998 (the "Record Date") are entitled to notice of and to vote at the
Meeting or any adjournments thereof. As of the close of business on the Record
Date, there were 8,462,869 shares of the Company's common stock, par value $.001
per share (the "Common Stock"), issued and outstanding and entitled to vote.
Each stockholder of record on the Record Date is entitled to one vote for each
share of Common Stock held. A majority of the outstanding shares of Common
Stock, represented in person or by proxy, will constitute a quorum at the
Meeting; however, if a quorum is not present or represented at the Meeting, the
stockholders entitled to vote thereat, present in person or represented by
proxy, have the power to adjourn the Meeting from time to time, without notice,
other than by announcement at the Meeting, until a quorum is present or
represented. At any such adjourned Meeting at which a quorum is present or
represented, any business may be transacted that might have been transacted at
the original Meeting.
Each share of Common Stock may be voted to elect up to ten (10)
individuals (the number of directors to be elected) as directors of the Company.
To be elected, each nominee must receive a plurality of all votes cast with
respect to such position as director. It is intended that, unless authorization
to vote for one or more nominees for director is withheld, proxies will be voted
FOR the election of all of the nominees named in this Proxy Statement. The
proposal to approve the 1998 Plan requires the affirmative vote of at least a
majority of the votes cast.
Votes cast by proxy or in person will be counted by two persons
appointed by the Company to act as inspectors for the Meeting. The election
inspectors will treat shares represented by proxies that reflect abstentions as
shares that are present and entitled to vote for the purpose of determining the
presence of a quorum. Abstentions will have no effect on the outcome of the
election of directors or the proposal to approve the 1998 Plan.
Broker non-votes occur where a broker holding stock in street name
votes the shares on some matters but not others. Brokers are permitted to vote
on routine, non-controversial proposals in instances where they have not
received voting instructions from the beneficial owner of the stock but are not
permitted to vote on non-routine matters. The missing votes on non-routine
matters are deemed to be "broker non-votes." The election inspectors will treat
broker non-votes as shares that are present and entitled to vote for the purpose
of determining the presence of a quorum. However, for the purpose of determining
the outcome of any matter as to which the broker or nominee has indicated on the
proxy that it does not have discretionary authority to vote, those shares will
be treated as not present and not entitled to vote with respect to that matter
(even though those shares are considered entitled to vote for quorum purposes
and may be entitled to vote on other matters). Broker non-votes will have no
effect on the outcome of the election of directors or the proposal to approve
the 1998 Plan.
-2-
<PAGE> 6
ELECTION OF DIRECTORS
The current Board of Directors consists of eleven (11) members. At the
Meeting, ten (10) directors are to be elected and will hold office until the
next annual meeting of stockholders and until their successors have been elected
and qualify. Each of the nominees has consented to serve as a director if
elected. If any of the nominees shall become unable or unwilling to stand for
election as a director (an event not now anticipated by the Board of Directors),
proxies will be voted for such substitute as shall be designated by the Board of
Directors. The following table sets forth for each current director and nominee
for election as a director of the Company, his age, principal occupation,
position with the company, if any, and certain other information.
<TABLE>
<CAPTION>
NAME AGE PRINCIPAL OCCUPATION DIRECTOR SINCE
- ---- --- -------------------- --------------
<S> <C> <C> <C>
Frank Bumstead 54 Since 1989, Mr. Bumstead has been President June 1993
and a principal stockholder of Flood,
Bumstead, McCready & McCarthy, Inc., a
business management firm which represents
the financial interests of artists, song
writers and producers in the music industry
("FBMM, Inc."). Since 1993, he has also
served as Chairman and Chief Executive
Officer, and been a principal stockholder,
of FBMS Financial, Inc., a registered
investment advisor under the Investment
Company Act of 1940 ("FBMS Financial"). From
1986 to December 1990, Mr. Bumstead was
President of Bumstead Co., a financial
consulting company. He is also Vice Chairman
of the Board of Response Oncology Inc., a
health care services firm listed on The
Nasdaq National Market, and a director of
First Union National Bank of Tennessee,
American Retirement Corp. and Veritas Music
Entertainment, Inc.
Charles Flood 52 Since 1989, Mr. Flood has been the Chairman May 1995
of the Board and a principal stockholder of
FBMM, Inc. Since 1993 he has also served as
a Director and Treasurer, and been a
principal stockholder, of FBMS Financial.
Prior to that time, Mr. Flood worked at
Capitol Records in Nashville as the Director
of Artist Relations and later as Director of
Talent Acquisition. Mr. Flood is a director
of Veritas Music Entertainment, Inc.
Joseph C. Galante 48 Since 1995, Mr. Galante has been the N/A
Chairman of RCA Label GroupRLG/Nashville.
From 1990 to 1994, Mr. Galante served as
President of the RCA Records Label/US. From
1982 through 1991, Mr. Galante served as
President of RCA Records/Nashville. Mr.
Galante is a director of First American
National Bank Advisory Board, Leadership
Music and the Country Music Association. He
is also Chairman of the T.J. Martell
Foundation.
</TABLE>
-3-
<PAGE> 7
<TABLE>
<S> <C> <C> <C>
Jeffrey McIntyre 48 Mr. McIntyre served as Co-Managing Director April 1996
of The Village at Breckenridge Resort (the
"Resort) from December 1994 until August
1998, when the Resort was sold by the
Company. Since August 1998, Mr. McIntyre has
remained an employee of the Company. From
1998 to 1994, Mr. McIntyre was Senior Vice
President of Operations for Doubletree/Guest
Quarters Suite Hotels. Mr. McIntyre has also
served in senior management positions for
Radisson Hotel Corporation and Sheraton
Hotel Corporation. Mr. McIntyre is not
standing for re-election to the Board of
Directors.
Prab Nallamilli 48 Since 1991, Mr. Nallamilli has owned and June 1993
operated restaurants in London and has
served as a consultant in the restaurant
industry. From 1971 to 1991, Mr. Nallamilli
served in various capacities for Hard Rock
International plc and its predecessors, most
recently as Director of World Wide
Operations. Mr. Nallamilli is also a
director of Sunrise Diner, Limited.
Louis J. Risi, Jr. 60 For more than the past five years, Mr. Risi April 1996
has served as the Chairman and Chief
Executive Officer of Risi Holdings Group, a
private investment and operating company.
Prior to that time, Mr. Risi held various
executive positions, including President,
Director and Chairman of the Executive
Committee of Norin Corp., an American Stock
Exchange- traded company, Chairman and Chief
Executive Officer of National Investors Fire
and Casualty Company, Executive
Vice-President and Director of the Detroit
Red Wings Hockey Club, Inc., member of the
Board of Governors of the National Hockey
League, Member of the Advisory Counsel of
the American Stock Exchange, Director of the
Chicago Rock Island and Pacific Railroad,
Director of Midland National Bank, Executive
Vice President and Director of Ivan Tors
Films, Inc., Director of Upper Lakes
Shipping, Ltd., Director of Maple Leaf
Mills, Ltd., Director of Investors Equity
Life Insurance Company of Hawaii, Director
of Corporate Foods, Inc. and Director of
Southeast Airlines, Inc. Mr. Risi is a
director of Bankmanagers Corp., a bank
holding company in Milwaukee, Wisconsin. Mr.
Risi is the father of Steven L. Risi.
</TABLE>
-4-
<PAGE> 8
<TABLE>
<S> <C> <C> <C>
Steven L. Risi 41 Mr. Risi has served as the Chief Financial April 1996
Officer of Risi Holdings Group since 1989.
He has also served as trustee and personal
adviser to the beneficiary of the Bruce A.
Norris Trust, Wendy G. Norris, since 1988.
Mr. Risi is a director of Community Bank of
Homestead, Florida. Mr. Risi is a certified
public accountant. Mr. Risi is the son of
Louis J. Risi, Jr.
Jose F. Rosado 49 For more than the past five years, Mr. April 1996
Rosado has served as the Chief Executive
Officer of IBEX Institutional Advisors
("IBEX"), a real estate investment and
management firm serving the domestic pension
fund industry and corporate and individual
offshore investors. From 1978 to 1982, Mr.
Rosado served as President of Shearson
Properties International, a division of
Shearson Hayden Stone engaged in real estate
investments for Shearson's offshore
investors. In 1982, when American Express
acquired Shearson Hayden Stone, Mr. Rosado
formed Interholden Equities and subsequently
IBEX to continue his investment and advisory
activities in the real estate industry.
Mark van Hartesvelt 46 Mr. van Hartesvelt served as Co-Managing April 1996
Director of the Resort from December 1994
until August 1998 when the Resort was sold
by the Company. Since August 1998, Mr. van
Hartesvelt has remained an employee of the
Company. From 1989 to 1994, Mr. van
Hartesvelt was Senior Vice President of
Marketing and Sales for Doubletree/Guest
Quarters Suite Hotels. Mr. van Hartesvelt
has also served in senior management
positions in marketing, strategic planning
and operations with Pratt Hotels
Corporation, Resorts International, Harrah's
Casinos, Holiday Inns, Inc., and Levanthal
and Horwath. Mr. van Hartesvelt is not
standing for re-election to the Board of
Directors.
Frank A. McKinnie Weaver, Sr. 37 Mr. Weaver has served as Vice President, June 1993
Correspondent Banking, of National Bank of
Commerce ("NBC"), a wholly owned subsidiary
of National Commerce Bancorporation, since
1994. Prior to joining NBC, Mr. Weaver
served as Vice President and Director of The
Whiteville Bank from 1991 to 1994. Mr.
Weaver is also a director of Heritage Trust
Company and Heritage Farms of Hickory
Valley, Inc. Mr. Weaver is the brother of
Thomas J. Weaver III.
</TABLE>
-5-
<PAGE> 9
<TABLE>
<S> <C> <C> <C>
Thomas Jackson Weaver III 41 Mr. Weaver has served as Chairman of the June 1993
Board, President and Chief Executive Officer
of the Company since its inception. From
1986 to 1988, Mr. Weaver served as president
of Hard Rock International plc, an English
public company whose securities traded on
the London Stock Exchange and the American
Stock Exchange. Since 1988 he has been the
President of Heritage Trust Company, a
corporation with investments in numerous
public and private companies. Mr. Weaver
continues to serve as President of Heritage
Trust Company, but devotes his full-time
efforts to the business operations of the
Company. Mr. Weaver is the brother of Frank
A. McKinnie Weaver, Sr.
Kyle Young 43 Since 1985, Mr. Young has been the Deputy March 1996
Director of the Country Music Foundation
(the "CMF"). From 1975 to 1985, Mr. Young
was employed by the CMF in various
capacities, including involvement in the
development and licensing of television
shows, radio programs and music festivals
produced by the CMF. Mr. Young is involved
in the Country Music Association, the
National Academy of the Recording Arts and
Sciences, the National Association of
Independent Record Distributors, the
Nashville Entertainment Association, the
Inter-Museum Council of Nashville, the
Nashville Institute for the Arts and
Vanderbilt University Press.
</TABLE>
MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS
During the year ended December 31, 1997, the Board of Directors held
two meetings. Other than Mr. Prab Nallamilli, each of the directors attended at
least 75% of all meetings held by the Board of Directors and all meetings of
each committee of the Board of Directors on which such director served during
the year ended December 31, 1997.
The Board of Directors has an Audit Committee, a Compensation Committee
and an Executive Committee. The Board of Directors does not have a Nominating
Committee.
The Audit Committee currently consists of Messrs. Steven L. Risi, Kyle
Young and Frank McKinnie Weaver, Sr. The Audit Committee met one time during the
year ended December 31, 1997. The functions of the Audit Committee are (i) to
review significant audit and accounting policies and practices; (ii) to review
the scope of audits and reports; and (iii) to review the performance of the
overall accounting and financial controls of the Company. The Audit Committee
also recommends to the Board of Directors the independent auditors to perform
the annual audit of the Company's financial statements.
The Compensation Committee currently consists of Messrs. Steven L.
Risi, Kyle Young and Frank McKinnie Weaver, Sr. The functions of the
Compensation Committee are (i) to review and recommend to the Board of Directors
the direct and indirect compensation and employee benefits of the Company's
executive officers; (ii) to review and administer the Company's employee benefit
plans; (iii) to review the Company's policies relating to employee and executive
compensation; and (iv) to review management's long-range planning for executive
development and succession. The Compensation Committee also performs the
functions of the nominating committee of the Board of Directors. The
Compensation Committee did not formally meet during the year ended December 31,
1997.
-6-
<PAGE> 10
The Executive Committee currently consists of Mr. Thomas J. Weaver III.
The Executive Committee did not formally meet during the year ended December 31,
1997.
COMPENSATION OF DIRECTORS
Directors who are officers and employees of the Company receive no
compensation, as such, for serving as members of the Board. Directors who are
not officers or employees of the Company receive $100 for each Board meeting
personally attended, and all Directors are reimbursed for their out-of-pocket
expenses incurred in attending Board and committee meetings.
EXECUTIVE OFFICERS
The executive officers of the Company serve at the discretion of the
Board of Directors and are chosen annually by the Board at its meeting
coinciding with the annual meeting of stockholders. The following table sets
forth the names and ages of the executive officers of the Company and all
positions held with the Company by each individual.
<TABLE>
<CAPTION>
Name Age Title
---- --- -----
<S> <C> <C>
Thomas J. Weaver III................................. 41 Chairman of the Board, Chief Executive
Officer and President
Bryan J. Cusworth.................................... 38 Chief Financial Officer
Frank A. McKinnie Weaver, Sr......................... 37 Director, Secretary
</TABLE>
For a description of the business experience of Messrs. Frank A.
McKinnie Weaver, Sr. and Thomas J. Weaver III, see "Election of Directors."
Bryan J. Cusworth has served as Chief Financial Officer of the Company
since September 1996. Prior to joining the Company, Mr. Cusworth was employed by
Arthur Andersen LLP from July 1982 to September 1996, where he specialized in
the resort, real estate and entertainment industries. Mr. Cusworth is a
certified public accountant.
-7-
<PAGE> 11
EXECUTIVE COMPENSATION
Thomas J. Weaver III, the Company's Chairman of the Board, President
and Chief Executive Officer, was the only executive officer of the Company who
received annual salary and bonus in excess of $100,000 for the three years ended
December 31, 1997 (the "Named Executive Officer"). The following table sets
forth the total compensation paid or accrued by the Company on behalf of the
Named Executive Officer for the three years ended December 31, 1997.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Annual Compensation
Name and Principal -------------------------
Position Year Salary ($) Bonus ($)
-------- ---- ----------- ---------
<S> <C> <C> <C>
Thomas J. Weaver III............. 1997 $ 125,000 $ 0
Chairman of the Board, 1996 62,500 0
President and Chief 1995 125,000 0
Executive Officer
</TABLE>
To assist the Company's cash flow position, Mr. Weaver waived one-half
of his 1996 salary earned under his employment agreement. The Company has an
employment agreement with Mr. Weaver. See "--Employment Agreements."
The following table sets forth information with respect to stock
options issued to the Named Executive Officer for the year ended December 31,
1997.
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
Number of Securities %of Total Options
Name and Principal Underlying Options Granted to Employees
Position Granted in Fiscal Year Exercise Price Expiration Date
-------- ------- -------------- -------------- ---------------
<S> <C> <C> <C> <C>
Thomas J. Weaver III...... 250,000 92.6% $5.40 April 20, 2002
Chairman of the Board,
President and Chief
Executive Officer
</TABLE>
EMPLOYMENT AGREEMENTS
The Company has entered into an employment agreement with Thomas J.
Weaver III for a term of five years, commencing January 1, 1994. The agreement
provides for an annual base salary of $125,000 and an annual bonus as determined
by the Board of Directors based on the operating results of the Company. The
agreement is automatically renewed on each anniversary date for an additional
five-year term unless it is terminated by either party prior to the anniversary
date. The agreement provides that Mr. Weaver is entitled to payment for the
unexpired portion of the current term in the event his employment is terminated
without cause by the Company. Under the agreement, cause is defined to include
failure to perform the duties of his office, breach of fiduciary duty to the
Company and willful violation of the confidentiality or non-competition
provisions of the agreement.
-8-
<PAGE> 12
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth as of September 11, 1998 certain
information with respect to the beneficial ownership of the Company's Common
Stock and Series A Preferred Stock by (i) each person who is known by the
Company to be the beneficial owner of more than 5% of the outstanding shares of
Common Stock of the Company, (ii) each of the Company's directors and nominees
for director, (iii) the Named Executive Officer and (iv) all directors and
executive officers of the Company as a group. Unless otherwise indicated, each
of the stockholders listed below has sole voting and investment power with
respect to the shares of Common Stock and Series A Preferred Stock beneficially
owned.
<TABLE>
<CAPTION>
Number of Shares
Beneficially Owned Percent of Total
------------------------- -----------------------
Series A Series A
Common Preferred Common Preferred
Name and Address(1) Stock Stock Stock Stock
- -------------------------------------------- ----------- --------- ------ ----------
<S> <C> <C> <C> <C>
Thomas Jackson Weaver III................... 1,382,839(2) 0 16.3% 0
Prab Nallamilli............................. 0 240 0 *
Frank Bumstead.............................. 36,100(3) 0 * 0
Charles Flood............................... 36,100(3) 0 * 0
Jeffrey McIntyre (4)........................ 18,233 0 * 0
Louis Risi, Jr.............................. 139,322(5) 0 1.6% 0
Steven L. Risi.............................. 20,684(5) 0 * 0
Jose F. Rosado.............................. 179,884(5) 0 2.1% 0
Mark van Hartesvelt (4)..................... 18,233 0 * 0
Frank A. McKinnie Weaver, Sr................ 0 54,000 0 77.1%
Kyle Young.................................. 0 0 0 0
Joseph C. Galante........................... 4,000 0 * 0
Prophet Capital Management, Ltd. (6) 419,050 0 5.0% 0
All executive officers and directors as a
group (12 persons) (2)(3)(5)............. 1,820,253 54,240 21.5% 77.5%
</TABLE>
- ----------
* Less than 1%.
(1) The address for Messrs. Weaver, Nallamilli and Weaver is 402 Heritage
Plantation Way, Hickory Valley, Tennessee 38042; the address for Messrs.
Bumstead and Flood is 1700 Hayes Street, Suite 304, Nashville, Tennessee
37203; the address for Messrs. McIntyre and van Hartesvelt is 535 South
Park, Breckenridge, Colorado 80424; the address for Mr. Young is 4 Music
Square East, Nashville, Tennessee 37203; the address for Messrs. Risi,
Rosado and Risi is 2333 Ponce de Leon Blvd., Suite 650, Coral Gables,
Florida 33134; the address for Mr. Galante is One Music Center North,
Nashville, Tennessee 37203; and the address for Prophet Capital
Management, Ltd. is 5000 Plaza on the Lake Blvd., Suite 180, Austin, Texas
78746.
(2) Includes 450,000 shares issuable upon the exercise of outstanding stock
options and 256,180 shares held by the Katherine McKinnie Weaver Trust,
over which Mr. Weaver is trustee.
(3) Includes 11,142 shares held by a corporation over which Mr. Bumstead and
Mr. Flood share voting and investment power.
(4) Messrs. McIntyre and van Hartesvelt are not standing for re-election to the
Board of Directors.
(5) Includes 10,000 shares issuable to each of Messrs. Risi, Rosado and Risi
upon the exercise of outstanding stock options.
(6) Beneficial ownership information provided in a Schedule 13G filed by
Prophet Capital Management, Ltd. on August 25, 1998.
-9-
<PAGE> 13
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires that
Company directors, executive officers and persons who own more than 10% of the
Common Stock file initial reports of ownership and reports of changes in
ownership of Common Stock with the Securities and Exchange Commission (the
"SEC"). Officers, directors and stockholders who own more than 10% of the Common
Stock are required by the SEC to furnish the Company with copies of all Section
16(a) reports they file.
To the Company's knowledge, based solely on the review of the copies of
such reports furnished to the Company and written representations that no other
reports were required, during the year ended December 31, 1997, all Section
16(a) filing requirements applicable to its officers, directors and 10%
stockholders were complied with.
INDEPENDENT AUDITORS
The Board of Directors, upon recommendation of its Audit Committee, has
appointed Arthur Andersen LLP as the Company's independent auditors for the year
ending December 31, 1998. A representative of Arthur Andersen is not expected to
be present at the Meeting.
On May 8, 1996, the Company dismissed Ernst & Young LLP ("Ernst &
Young"), the Company's independent auditor for the years ended December 31, 1994
and December 31, 1995. The reports of Ernst & Young on the Company's financial
statements for the past two years contained no adverse opinion or disclaimer of
opinion and were not qualified or modified as to uncertainty, audit scope or
accounting principle, except that the 1995 Report of Ernst & Young contained an
explanatory paragraph with respect to a going concern uncertainty. The Company's
Board of Directors participated in and approved the decision to change
independent auditors.
In connection with its audits of the Company's financial statements for
the two years ended December 31, 1994 and December 31, 1995, and the subsequent
interim period through May 8, 1996, except as stated in the remainder of this
paragraph, there were no disagreements with Ernst & Young on any matter of
accounting principles or practices, financial statement disclosure, or auditing
scope or procedure, which, if not resolved to the satisfaction of Ernst & Young
would have caused Ernst & Young to make reference thereto in its report. Ernst &
Young advised the Company that (a) on December 19, 1995 the Company indicated to
Ernst & Young that it desired to reflect the operating results of an acquired
business as of January 1, 1996, even though the business combination would
likely be completed subsequent to that date and would be contingent upon the
consummation of a public offering of the Company's equity securities and other
conditions, and (b) Ernst & Young orally advised the Company at that time that
generally the operations of an entity acquired in a purchase business
combination would be reflected from the date that the transaction was completed.
On May 8, 1996, the Company engaged Ehrhardt Keefe Steiner & Hottman P.C. as its
independent auditors for the interim period prior to the appointment of Arthur
Andersen LLP as independent auditors for the year ended December 31, 1996.
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PROPOSALS FOR STOCKHOLDER ACTION
1. ELECTION OF DIRECTORS
The nominees for election as directors are Frank Bumstead, Charles
Flood, Joseph C. Galante, Prab Nallamilli, Louis J. Risi, Jr., Steven L. Risi,
Jose F. Rosado, Frank A. McKinnie Weaver, Sr., Thomas J. Weaver III and Kyle
Young. Information concerning the nominees is set forth in the section captioned
"Election of Directors."
THE BOARD RECOMMENDS A VOTE FOR EACH OF THE NOMINEES.
2. APPROVAL OF THE 1998 PLAN
On March 23, 1998, the Board of Directors authorized the adoption of
the TBA Entertainment Corporation 1998 Stock Option Plan (the "1998 Plan"). The
purpose of the 1998 Plan is to strengthen the Company by providing a means of
retaining and attracting competent personnel by extending to certain key
employees, officers and directors of the Company, and to certain consultants
providing services to the Company, added long-term incentives for high levels of
performance and for unusual efforts designed to improve the financial
performance of the Company through the opportunity for ownership of Common Stock
and the benefits of stock appreciation.
A copy of the 1998 Plan is included herein as Exhibit A. The following
is a summary of key provisions of the 1998 Plan and does not purport to be
complete and is qualified in its entirety by reference to the detailed
provisions thereof.
SHARES AVAILABLE FOR OPTIONS
A total of 250,000 shares of Common Stock, subject to adjustment for
stock splits, stock dividends and similar events, may be purchased pursuant to
options granted under the 1998 Plan. Shares issued under the 1998 Plan may be
either authorized and unissued Common Stock or Common Stock held in the treasury
of the Company. If an option expires or becomes unexercisable for any reason
without having been exercised in full, the unpurchased shares which were subject
to such option will again become available for future option grants under the
1998 Plan.
PERSONS ELIGIBLE TO PARTICIPATE
Eligibility for participation in the 1998 Plan is confined to key
employees, officers and directors of the Company and to certain consultants
providing services to the Company.
ADMINISTRATION
The 1998 Plan will be administered by a committee selected by the Board
of Directors, which will be comprised of two or more non-employee directors (the
"Committee"). The Committee will have the authority to construe and interpret
the 1998 Plan, to define the terms used in the plan, to prescribe, amend and
rescind rules and regulations relating to the administration of the plan, to
determine the duration and purposes of leaves of absence which may be granted to
participants without constituting a termination of their employment for purposes
of the plan and to make all other determinations necessary or advisable for the
administration of the plan.
OPTIONS
Under the 1998 Plan, the Committee may grant options in the form of
incentive stock options ("ISOs") or non-qualified stock options ("NQSOs").
Subject to the express provisions of the 1998 Plan, the Committee will have the
authority to determine those individuals to whom stock options will be granted,
the number of shares subject to the option, the term of the option (which, for
ISOs shall not exceed ten years (five years in the case of an optionee owning
more than 10% of the total combined voting power and value of all classes of
stock of the Company)), the exercise price
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<PAGE> 15
per share of stock subject to the option (which, for ISO's, must be not less
than the fair market value of the Common Stock at the time of grant (110% of
fair market value in the case of an optionee owning more than 10% of the total
combined voting power and value of all classes of stock of the Company)) and the
other material terms of the option. The aggregate fair market value (determined
at the time of grant) of the Common Stock with respect to which ISOs are
exercisable for the first time by an optionee during any calendar year may not
exceed $100,000. Any option granted in the form of an ISO must satisfy the other
applicable requirements of Section 422 of the Internal Revenue Code of 1986, as
amended. No options may be granted under the 1998 Plan after March 23, 2008.
The exercise price of an option shall be paid by the optionee at the
time of exercise of an option in cash or by check or by such other consideration
as may be provided for in the respective option agreement. If the option
agreement so provides, an optionee may deliver in payment of a portion or all of
the exercise price certificates for Common Stock, including a multiple series of
exchanges of such Common Stock, which will be valued at the fair market value of
such Common Stock on the date of exercise of the option.
VESTING AND EXERCISABILITY
Each option granted under the 1998 Plan to an employee, officer or
director of the Company shall, by its terms, require such optionee to remain in
the continuous employment or service of the Company for such period of time, if
any, as the Committee may determine at the time of grant before any part of the
option may be exercised. The Committee shall establish such rules as it deems
appropriate in connection with the grant of options to consultants.
The 1998 Plan provides that if an optionee who is an employee, officer
or director of the Company dies while employed by or in the service of the
Company, stock options, to the extent vested or which otherwise would have
vested during the twelve-month period beginning on the date of death, will be
exercisable for twelve months after the date of death or until the end of the
option term, whichever is shorter. Upon termination of employment or service of
an optionee who is an employee, officer or director of the Company by reason of
disability, stock options, to the extent vested or which otherwise would have
vested during the twelve-month period beginning on the date of such termination,
will be exercisable for twelve months after the date of such termination or
until the end of the option term, whichever is shorter. Unless the Board
determines otherwise at the time of grant or thereafter, upon termination of
employment or service of an optionee who is an employee, officer or director of
the Company for any reason other than death or disability or for cause, stock
options, to the extent vested, will be exercisable for three months, or until
the end of the option term, whichever is shorter. Upon termination of employment
or service for cause, all stock options held by such terminated employee will
immediately terminate. Options not exercised within the time periods set forth
above shall terminate. Options granted under the 1998 Plan to consultants may
contain such terms and conditions with respect to death, disability and
termination of the consulting relationship as the Committee deems necessary or
appropriate.
CHANGES IN CAPITALIZATION OR CHANGE IN CONTROL
The number of shares of Common Stock authorized to be issued under the
1998 Plan and each outstanding award shall be proportionately adjusted in the
event of any stock split or stock dividend. In the event of any other
reorganization, recapitalization, stock split, combination of shares, merger or
consolidation involving the Company, or any exchange of securities involving the
Common Stock, there shall be substituted for each share of Common Stock subject
to an option and each share of Common Stock reserved for issuance under the 1998
Plan but not yet covered by an option, the number and kind of shares of stock or
other securities into which each outstanding share of Common Stock shall be so
changed or for which each such share shall be exchanged. In the event of any
other change in the number or kind of outstanding shares of Common Stock the
Committee may provide for such equitable adjustment as the Committee in its sole
discretion may determine. Upon the occurrence of a change in control of the
Company, if provision is made in writing for the assumption and continuation or
substitution for options granted under the 1998 Plan, such options or the new
options substituted therefor shall continue in the manner and under the terms
provided. In the event that no such provision is made, all such options shall
become fully vested and may be exercised prior to the effective date of such
change in control.
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<PAGE> 16
AMENDMENT
The Board of Directors may suspend or terminate the 1998 Plan at any
time and may, with the consent of the holder of an option, make such
modifications in the terms and conditions of such holder's option as it shall
deem advisable. The Board of Directors may at any time amend the 1998 Plan as it
shall deem advisable; provided, however, that the approval of the stockholders
of the Company is required for any amendment that would increase the aggregate
number of shares which may be issued pursuant to options granted under the 1998
Plan, change the minimum option price, increase the maximum terms of options to
be granted under the plan, materially modify the requirements for eligibility to
participate in the plan, remove the administration of the plan from the
Committee or materially increase the benefits accruing to holders of options
under the plan. An amendment that would have a material effect on the rights of
a participant under an outstanding option will not be valid with respect to such
option without the participant's consent.
BENEFITS TO CERTAIN PERSONS UNDER THE 1998 PLAN
On March 25, 1998, the Committee authorized the issuance of an option
to Bryan Cusworth to purchase 20,000 shares of Common Stock at an exercise price
of $3.78. The option will expire on March 25, 2008. The individuals who will
receive future grants of options under the 1998 Plan will be selected by the
Committee and are not presently determinable.
The closing sale price of the Common Stock as of September 14, 1998 was
$4.0625 per share, as reported on the Nasdaq National Market.
CERTAIN FEDERAL INCOME TAX MATTERS
Under current law, the federal income tax consequences to an individual
and to the Company with regard to the grant and exercise of an option under the
1998 Plan generally will be as follows:
An individual will not recognize any income upon the grant or exercise
of an ISO. If the individual does not dispose of the Common Stock acquired
pursuant to the exercise of an ISO until at least two years after the date the
ISO is granted and at least one year after exercise of the ISO, the individual
will recognize long-term capital gain upon the sale of the Common Stock in an
amount equal to the excess, if any, of his or her selling price for the Common
Stock over the option exercise price. In such case, the Company will not be
entitled to any tax deduction resulting from the issuance or sale of the Common
Stock. If the individual disposes of the Common Stock acquired pursuant to the
exercise of an ISO prior to the expiration of either two years from the date the
ISO is granted or one year from the date the ISO is exercised, any gain realized
will be taxable at the time of such disposition as follows: (a) as ordinary
income to the extent of the difference between the option exercise price and the
lesser of the fair market value of the Common Stock on the date the ISO was
exercised or the amount realized from such disposition, and (b) as capital gain
to the extent of any excess of the amount realized from such disposition over
the fair market value of the Common Stock on the date of exercise, which gain
shall be treated as short-term or long-term capital gain depending upon the
holding period of the Common Stock. In such case, the Company may claim an
income tax deduction (as compensation) for the amount taxable to an individual
as ordinary income.
In general, the difference between the fair market value of the Common
Stock at the time the ISO is exercised and the option exercise price will
constitute an item of adjustment, for purposes of determining alternative
minimum taxable income, and under certain circumstances may subject the
participant, in the year in which the option is exercised, to the alternative
minimum tax.
If an individual uses Common Stock which he or she owns to pay, in
whole or in part, the exercise price for Common Stock acquired pursuant to an
ISO, (a) the holding period for the newly issued Common Stock equal in value to
the old Common Stock which was surrendered upon the exercise shall include the
period during which the old Common Stock was held, (b) the individual's basis in
such newly issued Common Stock will be the same as his or her basis in the old
Common Stock surrendered and (c) no gain or loss will be recognized by the
individual on the old Common Stock surrendered. However, if an employee uses
Common Stock previously acquired pursuant to the exercise
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<PAGE> 17
of an ISO to pay all or part of the exercise price under an ISO, such tender
will constitute a disposition of such previously acquired Common Stock for
purposes of the one-year (and two-year) holding period requirement applicable to
such ISO and such tender may be treated as a taxable exchange.
The federal income tax consequences to an individual who receives NQSOs
and to the Company generally will, under current law, be as follows:
An individual will not recognize any income at the time the NQSO is
granted. Generally, an individual will recognize ordinary income, at the time
the NQSO is exercised, in a total amount equal to the excess of the then fair
market value of the Common Stock acquired over the exercise price. However,
Section 83 of the Internal Revenue Code of 1986, as amended (the "Code"),
provides that, if an employee receives Common Stock subject to a substantial
risk of forfeiture (e.g., vesting requirements) or if a director, officer or
principal stockholder (i.e., an owner of more than ten percent of the
outstanding Common Stock) receives shares of Common Stock pursuant to the
exercise of a NQSO, he or she is not required to recognize any income until the
Common Stock is no longer subject to a substantial risk of forfeiture or the
date on which such shares can be sold at a profit without liability under
Section 16(b) of the Exchange Act, respectively. At such time, the employee or
director, officer or principal stockholder will recognize ordinary income equal
to the amount by which the then fair market value of the Common Stock acquired
pursuant to the exercise of such NQSO exceeds the price paid for such Common
Stock. Alternatively, an employee or director, officer or principal stockholder
who would not otherwise be taxed at the time the shares of Common Stock are
received may file a written election, a Code Section 83(b) election, within 30
days of such receipt, with the Internal Revenue Service, to be subject to
ordinary income tax as of the date of receipt on the difference between the then
fair market value of the Common Stock and the price paid for such Common Stock.
All income realized upon the exercise of a NQSO or the making of a Code
Section 83(b) election will be taxed as ordinary compensation income, subject to
withholding. The Company will be entitled to a tax deduction (as compensation)
for the amount taxable to an individual (including a director, officer and
principal stockholder) upon the exercise of a NQSO, as described above, in the
same year as those amounts are taxable to the individual.
Common Stock issued pursuant to the exercise of a NQSO generally will
constitute a capital asset in the hands of an individual (including a director,
officer or principal stockholder) and will be eligible for capital gain or loss
treatment upon any subsequent disposition. The holding period of such individual
will commence upon the date he or she recognizes income with respect to the
issuance of such Common Stock, as described above. The individual's basis in the
Common Stock will be equal to the greater of the fair market value of the Common
Stock as of that date or the amount paid for such Common Stock. If, however, an
individual uses Common Stock which he or she owns to pay, in whole or in part,
the exercise price for Common Stock acquired pursuant to the exercise of a NQSO,
(a) the holding period for the newly issued Common Stock equal in value to
shares of the old Common Stock which were surrendered upon the exercise shall
include the period during which the old Common Stock was held, (b) the
individual's basis in such newly issued Common Stock will be the same as his or
her basis in the surrendered Common Stock, (c) no gain or loss will be realized
by the individual on the old Common Stock surrendered, and (d) the individual
will realize ordinary compensation income in an amount equal to the fair market
value of the additional number of shares of Common Stock received over and above
the number of shares of old Common Stock surrendered.
In addition to the federal income tax consequences discussed above,
Section 280G of the Code provides that if an officer, stockholder or highly
compensated individual receives a payment which is in the nature of compensation
and which is contingent upon a change in control of the employer, and such
payment equals or exceeds three times his or her "base salary" (as defined
below), then any amount received in excess of base salary shall be considered an
"excess parachute payment." An individual's "base salary" is equal to his or her
average annual compensation over the five-year period (or period of employment,
if shorter) ending with the close of the individual's taxable year immediately
preceding the taxable year in which the change in control occurs. If the
taxpayer establishes, by clear and convincing evidence, that an amount received
is reasonable compensation for past or future services, all or a portion of such
amount may be deemed not to be an excess parachute payment. If any payments made
under the 1998 Plan in connection with a change in control of the Company
constitute excess parachute payments with respect to any individual (and such
payments are not reduced or eliminated pursuant to the terms of the 1998 Plan),
then in addition to any income tax which would otherwise be owed on such
payment, the individual will be subject to an excise tax equal to 20% of such
excess
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<PAGE> 18
parachute payment and the Company will not be entitled to any tax deduction to
which it otherwise would have been entitled with respect to such excess
parachute payment.
Section 280G provides that payments made pursuant to a contract entered
into within one year of the change in control are presumed to be parachute
payments unless the individual establishes, by clear and convincing evidence,
that such contract was not entered into in contemplation of a change in control.
In addition, the General Explanation of the Tax Reform Act of 1984 prepared by
the Staff of the Joint Committee on Taxation indicates that the grant of an
option within one year of the change in control or the accelerated
exercisability of an option because of a change in control may be considered a
parachute payment, in an amount equal to the value of the option or the value of
the accelerated portion of the option, as the case may be. Pursuant to proposed
regulations issued by the Treasury Department under Section 280G, if the option
would not have been accelerated absent the change in control, the accelerated
exercisability of a NQSO because of the change in control is considered a
parachute payment in an amount equal to the value of the accelerated portion of
the NQSO. If the option would have become exercisable without regard to whether
the change occurred, the accelerated exercisability of the NQSO because of the
change in control is considered a parachute payment in an amount equal to the
excess of the amount of the payment over the present value of the payment absent
the acceleration. If at the time of the change it is substantially certain that
the payment would have been made if the participant had continued providing
services, the amount considered to be a parachute payment is the amount
described in the immediately preceding sentence (or the amount of the
accelerated payment, if less) plus an additional amount to reflect the value of
the excused services. Even if the grant of an option within one year of the
change in control or the acceleration of an option is not a parachute payment
for purposes of Section 280G, the exercise of an option granted within one year
of the change in control or the exercise of the accelerated portion of an option
may result in a parachute payment, in an amount equal to the excess of the fair
market value of the Common Stock received upon exercise of the option over the
exercise price. Payments received for the cancellation of an option because of a
change in control may also result in parachute payments.
Under Section 162(m) of the Code, publicly held companies may not
deduct compensation for certain employees to the extent that such compensation
exceeds $1 million for the taxable year. The $1 million limitation applies to
the Company's Chief Executive Officer and the four most highly compensated
officers other than the Chief Executive Officer. Compensation which is
performance based (as defined in the Code and rules and regulations thereunder),
however, is not counted as subject to the deductibility limitation of Section
162(m). The options under the 1998 Plan may not qualify as performance-based
compensation and, therefore, the compensation expense incurred by the Company
with respect to the options may not be exempt from the limitations of Section
162(m).
The foregoing summary with respect to federal income taxation does not
purport to be complete and reference is made to the applicable provisions of the
Code.
THE BOARD RECOMMENDS A VOTE FOR APPROVAL OF THE 1998 PLAN.
OTHER MATTERS
The management of the Company is not aware of any other matters to be
presented for action at the Meeting; however, if any such matters are properly
presented for action, it is the intention of the persons named in the enclosed
form of proxy to vote in accordance with their best judgment on such matters.
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<PAGE> 19
STOCKHOLDER PROPOSALS
Proposals of stockholders intended to be presented at the 1999 annual
meeting of stockholders of the Company must be received by the Secretary of the
Company at the Company's principal executive office no later than January 1,
1999, in order to be included in the proxy statement and form of proxy for such
meeting.
By Order of the Board of Directors,
/s/ FRANK A. MCKINNIE WEAVER, SR.
FRANK A. MCKINNIE WEAVER, SR.
Secretary
September 21, 1998
Hickory Valley, Tennessee
STOCKHOLDERS ARE URGED, REGARDLESS OF THE NUMBER OF SHARES OF COMMON
STOCK OF THE COMPANY OWNED, TO DATE, SIGN AND RETURN THE ENCLOSED PROXY. YOUR
COOPERATION IN GIVING THESE MATTERS YOUR IMMEDIATE ATTENTION AND IN RETURNING
YOUR PROXY PROMPTLY IS APPRECIATED.
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<PAGE> 20
EXHIBIT A
TBA ENTERTAINMENT CORPORATION
1998 STOCK OPTION PLAN
ARTICLE I
Purpose of Plan; Administration
1.1 Purpose. The purpose of the TBA Entertainment Corporation 1998
Stock Option Plan (the "Plan") is to strengthen TBA Entertainment Corporation
(the "Corporation") by providing a means of retaining and attracting competent
personnel by extending to certain key employees, officers and directors of the
Corporation, and to certain consultants providing services to the Corporation
("Consultants"), added long-term incentives for high levels of performance and
for unusual efforts designed to improve the financial performance of the
Corporation. It is intended that this purpose be achieved through the
opportunity for ownership of shares of Common Stock of the Corporation (the
"Common Stock") and the benefits of stock appreciation offered under the Plan.
It is further intended that pursuant to this Plan the Committee (as defined
herein) may grant either incentive stock options as defined in Section 422 of
the Internal Revenue Code of 1986, as amended (the "Code"), or nonqualified
stock options.
1.2 Administration. The Plan shall be administered by a committee
selected by the Board of Directors of the Corporation (the "Committee"), which
shall be comprised of two (2) or more directors, each of whom shall be a
"Non-Employee Director," as defined in Rule 16b-3(b)(3)(i), promulgated under
the Securities Exchange Act of 1934, as amended (the "Exchange Act").
Subject to the express provisions of the Plan, the Committee shall have
the authority to construe and interpret the Plan, to define the terms used in
the Plan, to prescribe, amend and rescind rules and regulations relating to the
administration of the Plan, to determine the duration and purposes of leaves of
absence which may be granted to participants without constituting a termination
of their employment for purposes of the Plan, and to make all other
determinations necessary or advisable for the administration of the Plan. The
determinations of the Committee on all matters referred to in this Plan shall be
conclusive. No member of the Committee shall be liable for any action, failure
to act, determination or interpretation made in good faith with respect to the
Plan or any transaction under the Plan.
Subject to the express provisions of the Plan, the Committee shall
determine from the eligible class those individuals to whom incentive stock
options or nonqualified stock options under the Plan shall be granted (the
"Optionees"), the terms and provisions of the respective agreements (which need
not be identical) evidencing such options, the time at which options shall be
granted, and the number of shares of stock subject to each option.
1.3 Participation. Key employees, officers and directors of the
Corporation and Consultants shall be eligible for selection to participate in
the Plan upon approval by the Committee.
<PAGE> 21
1.4 Stock Subject to the Plan. Subject to adjustment as provided
in Section 3.1 hereof, the stock to be offered under the Plan shall be treasury
shares or shares of the Corporation's authorized but unissued Common Stock, no
par value, (hereinafter collectively called "Stock"). The aggregate number of
shares of Stock to be issued upon exercise of all options granted under the Plan
shall not exceed two hundred fifty thousand (250,000) shares, subject to
adjustment as set forth in Sections 3.1 and 3.2 hereof. If any option granted
hereunder shall lapse or terminate for any reason without having been fully
exercised, the shares subject thereto shall again be available for purposes of
the Plan.
1.5 Restrictions on Exercise. No option granted hereunder may be
exercised unless and until the Committee determines that such exercise will be
made in compliance with all applicable laws, rules and regulations, including,
without limitation, applicable securities laws, rules and regulations. The
Corporation does not have any obligation to take any action to register or
qualify shares of Common Stock pursuant to applicable securities laws or to
perfect an exemption from such registration/qualification requirements.
ARTICLE II
Stock Options
2.1 Grant and Option Price. The Committee may grant one or more
options to any eligible individual. Options granted under the Plan shall be
granted within ten (10) years from the earlier of the date the Plan is adopted
by the Board of Directors of the Corporation (the "Board of Directors") or
approved by the shareholders of the Corporation, and such options may be
intended to qualify as an Incentive Stock Option (as hereinafter defined), or
the Committee may in its discretion grant nonqualified stock options under the
Plan; provided, however, that no option granted hereunder shall be considered an
Incentive Stock Option unless the Plan is approved by the shareholders of the
Corporation within twelve (12) months before or after the date on which the Plan
is adopted by the Board of Directors. All options shall be subject to the terms
and conditions set forth in the Plan and such other terms and conditions
established by the Committee as are not inconsistent with the purposes and
provisions of the Plan.
Except as otherwise provided herein, the purchase price of the Stock
covered by each option shall be determined by the Committee and set forth in an
Option Agreement (as hereinafter defined), but as to Stock covered by an
Incentive Stock Option the purchase price shall not be less than 100% of the
Fair Market Value (as such term is defined in this Section 2.1) of such Stock on
the date of the grant of the option; provided, however, that as to Stock covered
by an Incentive Stock Option granted to an Optionee who owns or is deemed to own
more than 10% of the total combined voting power and value of all classes of
stock of the Corporation, the purchase price shall not be less than 110% of the
Fair Market Value of such Stock on the date of the grant of the option. For
purposes of the Plan, the term "Fair Market Value" on any date shall mean (i) if
the Stock is listed or admitted to trade on a national securities exchange, the
closing price of the Stock on the Composite Tape, as published in the Wall
Street Journal, of the principal national securities exchange on which the Stock
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<PAGE> 22
is so listed or admitted to trade, on such date or, if there is no trading of
the Stock on such date, then the closing price of the Stock as quoted on such
Composite Tape on the next preceding date on which there was trading in such
shares; (ii) if the Stock is not listed or admitted to trade on a national
securities exchange, then the closing price of the Stock as quoted on the
National Market System of the National Association of Securities Dealers, Inc.
("NASD") on such date; (iii) if the Stock is not listed to trade on the National
Market System of the NASD, the mean between the bid and asked price for the
Stock on such date, as furnished by the NASD through NASDAQ or a similar
organization if NASDAQ is no longer reporting such information; or (iv) if the
Stock is not listed or admitted to trade on a national securities exchange and
if bid and asked prices for the stock are not so furnished by the NASD or a
similar organization, the values established by the Committee for purposes of
granting options under the Plan. In addition to the above rules, Fair Market
Value shall be determined without regard to any restriction other than a
restriction which, by its terms, will never lapse.
2.2 Stock Option Agreement. Each option granted pursuant to the
Plan shall, subject to the power of the Committee to prescribe certain terms of
the options granted hereunder, be evidenced by a Stock Option Agreement in
substantially the form of Exhibit "A"" or "B" attached hereto and incorporated
fully herein by reference (each, an "Option Agreement"). Exhibit "A" shall be
used whenever such option is intended to be an "incentive stock option" within
the meaning of Section 422 of the Code ("Incentive Stock Option"). Exhibit "B"
shall be used whenever such option is intended to be a nonqualified stock
option, as determined in the sole and absolute discretion of the Committee.
2.3 Option Period. Except as otherwise provided herein, each
option and all rights or obligations thereunder shall expire on such date as the
Committee shall determine (the "Expiration Date"), but not later than the tenth
anniversary of the date on which the option is granted, and shall be subject to
earlier termination as hereinafter provided. Notwithstanding the foregoing, the
Expiration Date of any Incentive Stock Option granted to an Optionee who owns or
is deemed to own more than 10% of the total combined voting power and value of
all classes of stock of the Corporation shall be no later than the fifth
anniversary of the date on which the option is granted, and shall be subject to
earlier termination as hereinafter provided.
2.4 Terms of Options. Each option granted under this Plan to an
employee, officer or director of the Corporation by its terms shall require the
employee, officer or director granted such option to remain in the continuous
employ or service of the Corporation for such period of time, if any, from the
date of grant of his option, before the right to exercise any part of the option
will accrue as the Committee may determine at the time of granting such option.
The Committee shall prescribe such rules as it deems appropriate in connection
with the grant of options to Consultants.
2.5 Exercise of Options. Each option shall become exercisable and
the total number of shares subject thereto shall be as the Committee shall
determine, as set forth in the Option Agreement evidencing such option. The
purchase price of the Stock purchased upon exercise of an option shall be paid
in full in cash or by check at the time of each exercise of an option or by such
A-3
<PAGE> 23
other consideration as may be provided for in the Option Agreement by the
Committee; provided, however, that if the Option Agreement so provides and upon
receipt of all regulatory approvals, the person exercising the option may
deliver in payment of a portion or all of the purchase price certificates for
Common Stock, including a multiple series of exchanges of such Common Stock,
which shall be valued at the Fair Market Value of such Common Stock on the date
of exercise of the option. No options shall be exercisable except in respect of
whole shares of Stock.
2.6 Nontransferability of Options. An option granted under the
Plan shall, by its terms, be nontransferable by the Optionee other than by will
or by the laws of descent and distribution, and shall be exercisable during the
Optionee's lifetime only by the Optionee or by the Optionee's duly appointed
guardian or personal representative.
2.7 Termination of Relationship.
(a) If the employment or service of an Optionee (who is an
employee, officer or director of the Corporation) is terminated for any
reason other than (i) Disability (as hereinafter defined) of the
Optionee, (ii) death of the Optionee, or (iii) for cause (as determined
by the Committee in its sole and absolute discretion), then such
Optionee shall have the right at any time prior to the Expiration Date
of the option or within three (3) months after the date of termination
of employment or service, whichever is the shorter period, to exercise
the option for the full number of shares or any portion thereof (except
as to the issuance of fractional shares), but only to the extent such
option was otherwise exercisable on the date of termination of
employment or service.
(b) If the employment or service of an Optionee (who is an
employee, officer or director of the Corporation) is terminated by
reason of the Optionee's Disability, then such Optionee shall have the
right at any time prior to the Expiration Date of the option or within
twelve (12) months after the date of termination of employment or
service, whichever is the shorter period, to exercise the option for
the full number of shares or any portion thereof (except as to the
issuance of fractional shares) which are vested on or before the date
on which the Optionee's termination of employment or service occurs, or
which would otherwise have vested during the twelve month period
beginning on the date on which such termination of employment or
service occurs. As used herein, the term "Disability" shall mean the
inability to engage in any substantial gainful activity by reason of
any medically determinable physical or mental impairment which can be
expected to result in death or which has lasted or can be expected to
last for a continuous period of not less than twelve (12) months. The
determination of whether or not an Optionee's employment or service is
terminated by reason of Disability shall be in the sole and absolute
discretion of the Committee. An individual shall not be considered
Disabled unless he furnishes proof of the existence thereof in such
form and manner, and at such times, as the Committee may require.
(c) If the employment or service of an Optionee (who is an
employee, officer or director of the Corporation) is terminated by
reason of the death of such Optionee, the option
A-4
<PAGE> 24
shall be exercisable at any time prior to the Expiration Date of the
option or within twelve (12) months after the date of such death,
whichever is the shorter period, for the full number of shares or any
portion thereof (except as to the issuance of fractional shares) which
are vested on or before the date on which the Optionee's death occurs,
or which would otherwise have vested during the twelve month period
beginning on the date on which the Optionee's death occurs. Options
exercisable under this subsection may be exercised by the person or
persons entitled to do so under the Optionee's will, or if the Optionee
shall fail to make testamentary disposition of said option or shall die
intestate, by the Optionee's legal representative or representatives,
(d) If the employment or service of an Optionee (who is an
employee, officer or director of the Corporation) is terminated for
cause (which determination shall be made in the sole and absolute
discretion of the Committee), any then outstanding options of such
Optionee shall automatically terminate as of the date on which the
employment or service of such Optionee is terminated.
2.8 Issuance of Stock Certificates. Upon exercise of an option,
but subject to the provisions of Section 3.7 of the Plan, the person exercising
the option shall be entitled to one (1) stock certificate evidencing the shares
acquired upon such exercise; provided, however, that any person who tenders
Common Stock in payment of a portion or all of the purchase price of Stock
purchased upon exercise of the option shall be entitled to receive a separate
certificate representing the number of shares purchased in consideration of the
tender of such Common Stock.
2.9 Limitation on Grant of Incentive Stock Options. The aggregate
Fair Market Value (determined at the time the option is granted) of the Stock
with respect to which Incentive Stock Options are exercisable for the first time
by an Optionee during any calendar year (under all such plans of the
individual's employer corporation and its parent and subsidiary corporations, if
any) shall not exceed $100,000. In the event the limits of this Section 2.9
would otherwise be exceeded, the Optionee may still exercise his option, but
such option, to the extent of such excess, shall be deemed to be a nonqualified
option.
2.10 Other Limitations. The Board of Directors shall impose any
other limitations on the terms and conditions of Incentive Stock Options granted
under the Plan required in order that such options qualify as Incentive Stock
Options as that term is defined in Section 422 of the Code.
A-5
<PAGE> 25
ARTICLE III
Other Provisions
3.1 Adjustments upon Changes in Capitalization. In the event that
a dividend payable in shares of Common Stock or a stock split shall be
hereinafter declared upon the Common Stock, the number of shares of Common Stock
then subject to any option granted hereunder and the number of shares reserved
for issuance pursuant to the Plan but not yet covered by an option shall be
adjusted by adding to each such share the number of shares which would be
distributable thereon if such share had been outstanding on the date fixed for
determining the shareholders entitled to receive such stock dividend or stock
split. In the event that the outstanding shares of the Common Stock shall be
changed into or exchanged for a different number or kind of shares of stock or
other securities of the Corporation or of another corporation, whether through
reorganization, recapitalization, stock split, combination of shares, merger or
consolidation, then there shall be substituted for each share of Common Stock
subject to any such option and for each share of Common Stock reserved for
issuance pursuant to the Plan but not yet covered by an option, the number and
kind of shares of stock or other securities into which each outstanding share of
Common Stock shall be so changed or for which each such share shall be
exchanged. In the event there shall be any change, other than as specified above
in this Section 3.1, in the number or kind of outstanding shares of Common Stock
or of any stock or other securities into which Common Stock shall have been
changed or for which it shall have been exchanged, then if the Committee shall
in its sole discretion determine that such change equitably requires an
adjustment in the number or kind of shares theretofore reserved for issuance
pursuant to the Plan but not yet covered by an option and of the shares then
subject to an option or options, such adjustment shall be made by the Committee
and shall be effective and binding for all purposes of the Plan and of each
Option Agreement. In the case of any such substitution or adjustment as provided
for in this Section, the option price in each Option Agreement for each share
covered thereby prior to such substitution or adjustment will be the option
price for all shares of stock or other securities which shall have been
substituted for such share or to which such adjustment provided for in this
Section 3.1 shall be made, in accordance with Section 424(a) of the Code. No
adjustment or substitution provided for in this Section 3.1 shall require the
Corporation pursuant to any Option Agreement to sell a fractional share, and the
total substitution or adjustment with respect to each Option Agreement shall be
limited accordingly.
3.2 Acceleration. In the event of a Change of Control (as defined
herein), the provisions of subsections (a) and (b) of this Section 3.2 shall
apply to determine the exercisability of options granted hereunder. A "Change of
Control" for purposes of this Plan shall mean (i) the acquisition by a single
entity or group of affiliated entities of more than fifty percent (50%) of the
Common Stock issued and outstanding immediately prior to such acquisition; or
(ii) the dissolution or liquidation of the Corporation or the consummation of
any merger or consolidation of the Corporation or any sale or other disposition
of all or substantially all of its assets, if the shareholders of the
Corporation immediately before such transaction own, immediately after
consummation of such transaction, equity securities (other than options and
other rights to acquire equity securities)
A-6
<PAGE> 26
possessing less than fifty percent (50%) of the voting power of the surviving or
acquiring corporation.
(a) Change of Control with Provision Being Made Therefor. If
provision be made in writing in connection with a Change of Control for
the assumption and continuance of any option granted under the Plan, or
the substitution for such option of a new option covering the shares of
the successor employer corporation, with appropriate adjustment as to
number and kind of shares and prices, the option granted under the
Plan, or the new option substituted therefor, as the case may be, shall
continue in the manner and under the terms provided.
(b) Change of Control Without Provisions Being Made Therefor.
In the event provision is not made in connection with a Change of
Control for the continuance and assumption of the option granted under
the Plan or for the substitution of any option covering the shares of
the successor employer corporation, then the holder of any such option
shall be entitled, prior to the effective date of any such Change of
Control, to purchase the full number of shares not previously exercised
under such option, without regard to the determination as to the
periods and installments of exercisability made pursuant to Section 2.4
and 2.5 if (and only if) such option has not at that time expired or
been cancelled, failing which purchase, any unexercised portion shall
be deemed cancelled as of the effective date of such Change of Control.
All adjustments under this Section 3.2 shall be made by the Committee,
whose determination as to what adjustments shall be made and the extent thereof
shall be final, binding and conclusive for all purposes of the Plan and of each
Option Agreement.
3.3 Continuation of Employment. Nothing contained in the Plan (or
in any option granted pursuant to the Plan) shall confer upon any employee,
officer or director any right to continue in the employ or service of the
Corporation or constitute any contract or agreement of employment or service or
interfere in any way with the right of the Corporation to reduce any person's
compensation from the rate in existence at the time of the granting of an option
or to terminate such person's employment or service. Nothing contained herein or
in any Option Agreement shall affect any other contractual rights of an
employee.
3.4 Withholding. The Corporation shall have the right to deduct
any sums that the Committee reasonably determines that federal, state or local
tax law requires to be withheld with respect to the exercise of any option or as
otherwise may be required by those laws. The Corporation may require as a
condition to issuing shares of Stock upon exercise of the option that the
Optionee or other person exercising the option pay any sums that federal, state
or local tax law requires to be withheld with respect to the exercise. The
Corporation shall not be obligated to advise any Optionee of the existence of
the tax or the amount which it will be so required to withhold. Upon the
exercise of a nonqualified option, if tax withholding is required, an Optionee
may, with the consent of the Committee, have shares of Stock withheld ("Share
Withholding") by the Corporation from the shares
A-7
<PAGE> 27
otherwise to be received; provided, that if the Optionee is subject to the
provisions of Section 16 under the Exchange Act, no Share Withholding shall be
permitted unless such transaction complies with the requirements of the Exchange
Act and the rules and regulations promulgated thereunder. The number of shares
so withheld should have an aggregate Fair Market Value on the date of exercise
sufficient to satisfy the applicable withholding taxes.
3.5 Amendment and Termination. The Board of Directors may at any
time suspend or terminate the Plan and may, with the consent of the holder of an
option, make such modifications of the terms and conditions of such holder's
option as it shall deem advisable. No option may be granted during any
suspension of the Plan or after such termination. The amendment, suspension or
termination of the Plan shall not, without the consent of the Optionee, alter or
impair any rights or obligations under any option theretofore granted under the
Plan.
The Board of Directors may at any time amend the Plan as it shall deem
advisable without further action on the part of the shareholders of the
Corporation; provided, that any amendment to the Plan must be approved by the
shareholders of the Corporation, if the amendment would (i) increase the
aggregate number of shares of Stock which may be issued pursuant to options
granted under the Plan; (ii) change the minimum option price; (iii) increase the
maximum terms of options provided for herein; (iv) materially modify the
requirements as to eligibility for participation in the Plan; (v) remove the
administration of the Plan from the Committee; or (vi) materially increase the
benefits accruing to holders of options under the Plan.
Notwithstanding the above, the Committee may grant to an Optionee, if
he is otherwise eligible, additional options or, with the consent of the
Optionee, may grant a new option in lieu of an outstanding option, at a price
and for a term which in any respect is greater or less than that of the earlier
option, subject to the general limitations of Article II hereof.
3.6 Time of Grant and Exercise. The granting of an option pursuant
to the Plan shall take place at the time of the Committee's action, as described
in the third paragraph of Section 1.2 hereof; provided, however, that if the
appropriate resolutions of the Committee indicate that an option is to be
granted as of and at some future date, the date of grant shall be such future
date. In the event action by the Committee is taken by written consent of its
members, the action by the Committee shall be deemed to have been taken at the
time the last member required for a valid action of the Committee signs the
consent.
An option shall be deemed to be exercised when the Secretary of the
Corporation receives written notice of such exercise from the person entitled to
exercise the option together with payment of the purchase price made in
accordance with Section 2.5 of this Plan.
3.7 Privileges of Stock Ownership; Non-Distributive Intent. The
holder of an option shall not be entitled to the privileges of stock ownership
as to any shares of Stock not actually issued and delivered to the holder.
A-8
<PAGE> 28
3.8 Effective Date of the Plan. The Plan shall be effective upon
approval by the Board of Directors of the Corporation.
3.9 Expiration. Unless previously terminated by the Board of
Directors, the Plan shall expire at the close of business on the date which is
the last day of the ten (10) year period beginning on the earlier of the date on
which the Plan is adopted by the Board of Directors or the date on which the
stockholders approve the Plan, and no option shall be granted under it
thereafter, but such expiration shall not affect any option theretofore granted.
3.10 Governing Law. The Plan and the options issued hereunder shall
be governed by, and constructed and enforced in accordance with, the laws of the
State of Delaware applicable to contracts made and performed within that State.
3.11 Application of Funds. The proceeds received by the Corporation
from the sale of shares pursuant to options shall be used for general corporate
purposes.
3.12 No Liability for Good Faith Determinations. No member of the
Board of Directors shall be liable for any act, omission or determination taken
or made in good faith with respect to the Plan or any option granted under it.
3.13 Other Benefits. Participation in the Plan shall not preclude
the Optionee from eligibility in any other stock option plan of the Corporation
or any old age benefit, insurance, pension, profit sharing, retirement, bonus or
other extra compensation plans which the Corporation has adopted, or may, at any
time, adopt for the benefit of its employees.
3.14 Execution of Receipts and Releases. Any payment or any
issuance or transfer of shares of Stock to the Optionee, or to his legal
representative, heir, legatee or distributee, in accordance with the provisions
hereof, shall, to the extent thereof, be in full satisfaction of all claims of
such persons hereunder. The Board of Directors may require any Optionee, legal
representative, heir, legatee or distributee, as a condition precedent to such
payment, to execute a release and receipt therefor in such form as it shall
determine.
3.15 No Guarantee of Interests. Neither the Board of Directors nor
the Corporation guarantees the Stock of the Corporation from loss or
depreciation.
3.16 Payment of Expenses. All expenses incident to the
administration, termination or protection of the Plan, including, but not
limited to, legal and accounting fees, shall be paid by the Corporation.
3.17 Corporation Records. Records of the Corporation regarding the
Optionee's period of employment, termination of employment and the reason
therefor, leaves of absence, re-employment and other matters shall be conclusive
for all purposes hereunder, unless determined by the Committee to be incorrect.
A-9
<PAGE> 29
3.18 Information. The Corporation shall, upon request or as may be
specifically required hereunder, furnish or cause to be furnished all of the
information or documentation which is necessary or required by the Committee to
perform its duties and functions under the Plan.
3.19 No Liability of Corporation. The Corporation assumes no
obligation or responsibility to the Optionee or his personal representatives,
heirs, legatees or distributees for any act of, or failure to act on the part
of, the Committee.
3.20 Severability. In the event any provision of this Plan shall be
held to be illegal or invalid for any reason, the illegality or invalidity shall
not affect the remaining provisions hereof, but shall be fully severable and the
Plan shall be construed and enforced as if the illegal or invalid provision had
never been included herein.
3.21 Notice. Whenever any notice is required or permitted
hereunder, such notice must be in writing and personally delivered or sent by
mail. Except as otherwise provided in Section 3.6 of this Plan, any notice
required or permitted to be delivered hereunder shall be deemed to be delivered
on the date on which it is personally delivered or, whether actually received or
not, on the third (3rd) business day after it is deposited in the United States
mail, certified or registered, postage pre-paid, addressed to the person who is
to receive it at the address which such person has theretofore specified by
written notice delivered in accordance herewith. The Corporation or an Optionee
may change, at any time and from time to time, by written notice to the other,
the address which it or he had theretofore specified for receiving notices.
Until it is changed in accordance herewith, the Corporation and each Optionee
shall specify as its and his address for receiving notices the address set forth
in the Option Agreement pertaining to the shares to which such notice relates.
3.22 Waiver of Notices. Any person entitled to notice hereunder may
waive such notice.
3.23 Successors. The Plan shall be binding upon the Optionee, his
heirs, legatees and legal representatives and upon the Corporation and its
successors and assigns.
3.24 Headings. The titles and headings of sections and paragraphs
are included for convenience of reference only and are not to be considered in
construction of the provisions hereof.
3.25 Word Usage. Words used in the masculine shall apply to the
feminine where applicable and, wherever the context of this Plan dictates, the
plural shall be read as the singular and the singular as the plural.
A-10
<PAGE> 30
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TBA ENTERTAINMENT CORPORATION
P
R PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF THE COMPANY FOR THE
O ANNUAL MEETING OF SHAREHOLDERS TO BE HELD OCTOBER 27, 1998
X
Y The undersigned hereby appoints Thomas J. Weaver III, his true and lawful
agent and proxy with full power of substitution, to represent the
undersigned at the annual meeting of shareholders of TBA Entertainment
Corporation, to be held at the company's Nashville office, located at 300
Tenth Avenue South, Nashville, Tennessee, on Tuesday, October 27, 1998, and
at any adjournments thereof, on all matters coming before said meeting.
Election of Directors, Nominees:
Frank Bumstead, Charles Flood, Joseph C. Galante, Prab Nallamilli, Louis J.
Risi, Jr., Steven L. Risi, Jose F. Rosado, Frank A. McKinnie Weaver, Sr.,
Thomas Jackson Weaver III and Kyle Young
YOU ARE ENCOURAGED TO SPECIFY YOUR CHOICES BY MARKING THE APPROPRIATE BOXES, SEE
REVERSE SIDE, BUT YOU NEED NOT MARK ANY BOXES IF YOU WISH TO VOTE IN ACCORDANCE
WITH THE BOARD OF DIRECTORS' RECOMMENDATIONS. PROXIES CANNOT VOTE YOUR SHARES
UNLESS YOU SIGN AND RETURN THIS CARD.
-----------------
SEE REVERSE
SIDE
-----------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
[X] Please mark your votes as in this example.
<TABLE>
<CAPTION>
<S> <C> <C>
FOR WITHHELD
all Nominees from all
(except as Nominees
noted below) FOR AGAINST ABSTAIN
1. Election of [ ] [ ] 2. Proposal to [ ] [ ] [ ] 3. In their discretion, the
Directors approve the Proxies are authorized to
(see reverse). 1998 Stock vote upon such other
Option Plan business as may properly
come before the meeting
For all nominees, except vote withheld
from the following nominee(s):
</TABLE>
SIGNATURE(S) DATE
------------------------------------------ ----------
SIGNATURE(S) DATE
------------------------------------------ ----------
NOTE: Please sign exactly as name appears hereon. Joint owners should each sign.
When signing as attorney, executor, administrator, trustee or guardian,
please give full title as such.
- --------------------------------------------------------------------------------
