<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>
L.A. T Sportswear, Inc.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] Fee paid previously with preliminary materials:
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
<PAGE> 2
L.A. T SPORTSWEAR, INC.
1200 Airport Drive
Ball Ground, Georgia 30107
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Be Held May 11, 1999
To the Holders of Common Stock of L.A. T SPORTSWEAR, Inc.:
Notice is hereby given that the Annual Meeting of Shareholders of L.A. T
Sportswear, Inc., a Georgia corporation (the "Company"), will be held at the
offices of Smith, Gambrell & Russell, LLP, 1230 Peachtree Street, NE, Suite
3100, Atlanta, Georgia 30309, on Tuesday, May 11, 1999 at 9:00 a.m. for the
following purposes:
(1) To elect four (4) directors to serve until the next annual meeting of
shareholders and until their successors have been elected and qualified;
and
(2) To conduct such other business as may properly come before the meeting
or any adjournment thereof.
Only shareholders of record as of the close of business on March 26,
1999 will be entitled to notice of and to vote at the meeting or any adjournment
thereof.
By Order of the Board of Directors
/s/ J. David Keller
J. David Keller
President and Secretary
Ball Ground, Georgia
April 5, 1999
YOUR VOTE IS IMPORTANT. WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING IN PERSON,
YOU ARE URGED TO COMPLETE, SIGN, DATE AND PROMPTLY MAIL THE ENCLOSED PROXY IN
THE ACCOMPANYING POSTAGE PAID ENVELOPE. IF YOU ATTEND THE MEETING, YOU MAY
REVOKE THE PROXY AND VOTE YOUR SHARES IN PERSON.
<PAGE> 3
L.A. T SPORTSWEAR, INC.
ANNUAL MEETING OF SHAREHOLDERS
MAY 11, 1999
----------------------------------------------
PROXY STATEMENT
----------------------------------------------
This proxy statement and form of proxy, which are first being mailed to
shareholders on or about April 5, 1999, are furnished in connection with the
solicitation of proxies on behalf of the Board of Directors of L.A. T
Sportswear, Inc. (the "Company"), for use at the Annual Meeting of Shareholders
of the Company to be held at the offices of Smith, Gambrell & Russell, LLP, 1230
Peachtree Road, NE, Suite 3100, Atlanta, Georgia 30309 on Tuesday, May 11, 1999,
at 9:00 a.m. local time and at any or all adjournments or postponements thereof.
The address of the principal executive offices of the Company is 1200 Airport
Drive, Ball Ground, Georgia 30107 and the Company's telephone number is (770)
479-1877.
The cost of this solicitation will be borne by the Company. In addition
to the mails, proxies may be solicited by officers and regular employees of the
Company, without remuneration, by personal interviews, telephone and facsimile.
It is anticipated that banks, brokerage houses and other custodians, nominees
and fiduciaries will forward soliciting material to beneficial owners of stock
entitled to vote at the meeting, and such persons will be reimbursed for the
out-of-pocket expenses incurred by them in this connection.
Any proxy given pursuant to this solicitation may be revoked by any
shareholder who attends the meeting and gives oral notice of his election to
vote in person, without compliance with any other formalities. In addition, any
proxy given pursuant to this solicitation may be revoked prior to the meeting by
delivering to the Secretary of the Company an instrument revoking it or a duly
executed proxy for the same shares bearing a later date. Proxies which are
returned properly executed and not revoked will be voted in accordance with the
shareholder's directions specified thereon. Where no direction is specified,
proxies will be voted FOR the election of the nominees for director named
herein, and, on other matters presented for a vote, in accordance with the
judgment of the persons acting under the proxies. Abstentions and broker
non-votes will not be counted as votes either in favor of or against the matter
with respect to which the abstention or broker non-vote relates, but will be
counted as present for the purpose of determining the presence of a quorum for
the transaction of business.
Only shareholders of record at the close of business on March 26, 1999
will be entitled to notice of and to vote at the Annual Meeting or any
adjournments thereof. As of March 26, 1999, the Company had outstanding
4,200,001 shares of common stock. Each share of common stock issued and
outstanding on such record date is entitled to one vote.
<PAGE> 4
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information as of March 26, 1999
with respect to the beneficial ownership of the Company's common stock by (i)
each person known by the Company to own beneficially more than five percent (5%)
of the Company's common stock, (ii) each director of the Company, (iii) each of
the executive officers of the Company named in the Summary Compensation table on
page 5, and (iv) all directors and executive officers of the Company as a group.
Unless otherwise indicated, the named person has sole voting and investment
power with respect to all shares.
<TABLE>
<CAPTION>
Shares of
Common Stock Percent of
Beneficial Owner Beneficially Owned Outstanding Shares
---------------- ------------------ ------------------
<S> <C> <C>
Isador E. Mitzner 1,997,511 (1) 47.1%
1200 Airport Road
Ball Ground, Georgia 30107
J. David Keller 653,651 15.6
1200 Airport Road
Ball Ground, Georgia 30107
Nathan Koenigsberg 273,504 6.5
2606 Oakmont
Ft. Lauderdale, Florida 33332
Kenneth L. Bernhardt 14,000 (2)(3) *
Irwin Lowenstein 9,000 (3) *
Gina Watson-McElroy 8,000 (4) *
All Directors and Executive 2,689,162 (5) 63.1%
Officers as a Group (6 persons)
</TABLE>
- --------------------
* Less than 1%.
(1) Includes 41,667 shares underlying stock options that will become exercisable
within 60 days.
(2) Shares owned jointly by Mr. Bernhardt and his wife.
(3) Includes 2,000 shares subject to presently exercisable stock options.
(4) Represents shares subject to presently exercisable stock options.
(5) Includes an aggregate of 58,667 shares subject to presently exercisable
stock options.
There are no arrangements known to the Company, the operation of which
may, at a subsequent date, result in a change in control of the Company.
-2-
<PAGE> 5
AGENDA ITEM ONE
ELECTION OF DIRECTORS
The Board of Directors of the Company, pursuant to the Company's Bylaws,
has set the number of directors to serve for the next year at four, all of whom
are to be elected at the Annual Meeting. Proxies received will be voted for all
the nominees named below, unless authority to do so is withheld. In the event
any nominee is unable or declines to serve as a director at the time of the
meeting, the persons named as proxies therein will have discretionary authority
to vote the proxies for the election of such person or persons as may be
nominated in substitution by the present Board of Directors. Management knows of
no current circumstances which would render any nominee named herein unable to
accept nomination or to serve if elected.
Members of the Board of Directors are elected annually to serve until
the next annual meeting of shareholders and until their successors are elected
and qualified. Directors will be elected by a plurality of the votes of the
shares present or represented by proxy at the meeting and entitled to vote on
the election of directors.
The following persons have been nominated by management for election to
the Board of Directors:
ISADOR E. MITZNER, age 47, was the founder of the Company and its
predecessors, and has served as its Chairman and Chief Executive Officer since
its inception in 1978.
J. DAVID KELLER, age 51, joined the Company in March 1981 and has served
as President of the manufacturing division since 1987. Mr. Keller has served as
a director of the Company since 1986, as President since October 1993, and as
Secretary of the Company since March 1995. For three years prior to joining the
Company, Mr. Keller worked for Hanes Activewear as a sales representative in the
Southeast United States and the Caribbean.
KENNETH L. BERNHARDT, age 55, is Regents Professor of Marketing and
former Chairman of the Department of Marketing at Georgia State University,
Atlanta, Georgia where he has been a member of the faculty since 1972. Mr.
Bernhardt has served as a director of the Company since July 1994. He also
serves as a director of VSI Holdings, Inc. and Third Millennium Communications,
Inc.
IRWIN LOWENSTEIN, age 63, has served as President of Rhodes, Inc., a
national furniture retailer based in Atlanta, since 1977, as Chief Executive
Officer of such company since 1989 and as Chairman of the Board since 1994. Mr.
Lowenstein has served as a director of the Company since July 1994. Mr.
Lowenstein also serves as a director of Goody's Family Clothing, Inc.
THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE
ELECTION OF THE NOMINEES NAMED IN THIS PROXY STATEMENT.
COMMITTEES OF THE BOARD AND MEETINGS
The Company's Board of Directors presently has the following standing
committees:
(A) The Audit Committee, currently comprised of Messrs. Bernhardt and
Lowenstein. The Audit Committee, which met one time in 1998, is authorized to
review and make recommendations to the Board of Directors on the results of the
Company's external audit and to recommend to the Board of Directors the
appointment of independent auditors for the Company.
-3-
<PAGE> 6
(B) The Compensation Committee, currently comprised of Messrs. Bernhardt
and Lowenstein. The Compensation Committee, which met one time in 1998, is
authorized to review and make recommendations to the Board of Directors with
respect to establishing salaries, bonuses and other compensation for the
Company's officers.
The Company does not have a Directors Nominating Committee, that
function being reserved to the entire Board of Directors.
During 1998, the Board of Directors held a total of four meetings and
acted two times by unanimous written consent. Each incumbent director attended
at least 75% of the aggregate number of meetings held by the Board and by the
Committees of the Board on which he served during the term of his service.
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 directors, certain officers and persons who own more than 10% of the
outstanding common stock of the Company, to file with the Securities and
Exchange Commission reports of changes in ownership of the common stock of the
Company held by such persons. Officers, directors and greater than 10%
shareholders are also required to furnish the Company with copies of all forms
they file under this regulation. To the Company's knowledge, based solely on a
review of the copies of such reports furnished to the Company and
representations that no other reports were required, during 1998, all Section
16(a) filing requirements applicable to its officers, directors and greater than
10% shareholders were complied with, except that one report covering one
transaction was inadvertently filed late by each of Messrs. Mitzner, Bernhardt,
Lowenstein and John Hankinson, and Ms. Gina Watson-McElroy, Executive Vice
President--Operations, inadvertently failed to timely file a Form 3.
-4-
<PAGE> 7
EXECUTIVE COMPENSATION
The following table provides certain summary information concerning
compensation paid or accrued by the Company to or on behalf of the Company's
Chief Executive Officer and any other officer whose total cash compensation
during 1998 exceeded $100,000 (the "Named Executive Officers") for the fiscal
years ended January 2, 1999, December 28, 1997 and December 30, 1996:
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Long Term
Annual Compensation Compensation Awards
------------------- -------------------
Shares
Name and Fiscal Underlying All Other
Principal Position Year Salary Bonus Options Compensation(1)
------------------ ---- ------ ----- ------- ---------------
<S> <C> <C> <C> <C> <C>
Isador E. Mitzner 1998 $ 47,458 $75,000(2) 125,000 $1,186
Chairman and 1997 5,000 -- -- --
Chief Executive 1996 138,498 -- -- 1,236
Officer
J. David Keller 1998 $159,513 -- -- $2,402
President and 1997 147,261 -- -- 2,648
Secretary 1996 142,964 -- -- 851
Gina Watson-McElroy 1998 $ 93,042 $7,500(2) 36,000 $2,455
Executive Vice 1997 82,303 5,000(2) -- 2,054
President-- 1996 62,362 -- 15,000 1,555
Operations
</TABLE>
- --------------------------------
(1) Represents the Company's matching contribution under the Company's 401(k)
Plan.
(2) Bonus earned in fiscal year indicated, but paid in following fiscal
year.
-5-
<PAGE> 8
OPTIONS
The following table presents information regarding fiscal 1998 grants of
options to purchase shares of the Company's common stock to the Named Executive
Officers:
OPTION GRANTS IN FISCAL 1998
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
-----------------------------------------------------------------
Potential Realizable
Number of Value at Assumed
Securities % of Total Options Annual Rates of Stock
Underlying Granted to Appreciation
Options Employees in Fiscal Exercise Expiration for Option Term(1)
Name Granted Year Price Date 5% 10%
- ------------------------- --------------- --------------------- ----------- -------------- ----------------------------
<S> <C> <C> <C> <C> <C>
Isador E. Mitzner 125,000(2) 69% $1.0625 5/9/08 $ 83,438 $ 212,188
J. David Keller -- -- -- -- -- --
Gina Watson-McElroy 36,000(3) 20% $ 0.875 7/17/08 19,980 50,220
</TABLE>
- --------------------------
(1) The dollar amounts under these columns represent the potential realizable
value of each grant of options assuming that the market price of the
Company's common stock appreciates in value from the date of grant at 5%
and 10% annual rates prescribed by the Securities and Exchange Commission
and therefore are not intended to forecast possible future appreciate, if
any, of the price of the Company's common stock.
(2) Options NOT granted pursuant to the Company's 1993 Incentive Stock Option
Plan. Exercise price is 100% of the fair market value of the Company's
common stock on the date of grant. Options vest with respect to 41,667
shares on each of May 12, 1999 and 2000 and with respect to 41,666 shares
on May 12, 2001.
(3) Options granted pursuant to the Company's 1993 Incentive Stock Option
Plan. Options vest with respect to 9,000 shares on each of July 17,
1999, 2000, 2001 and 2002.
No stock options were exercised in fiscal 1998 by any of the Named
Executive Officers.
-6-
<PAGE> 9
The following table provides information regarding the value of options
outstanding for the Named Executive Officers at January 2, 1999:
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND
FISCAL YEAR END OPTION VALUES
<TABLE>
<CAPTION>
Number of Securities Value of Unexercised In-
Underlying Unexercised the-Money Options at
Options at Fiscal Year End Fiscal Year End
Exercisable/ Exercisable/
Name Unexercisable Unexercisable
- ------------------------------------------------------- ----------------------------- ------------------------------
<S> <C> <C>
Isador E. Mitzner 0/125,000 $0/$7,813
J. David Keller 0/0 $0/$0
Gina Watson-McElroy 7,500/43,500 $2,813/$11,813
</TABLE>
COMPENSATION OF DIRECTORS
Non-employee directors are currently paid $5,000 per year and $500 per
Board or committee meeting attended, plus their expenses in attending such
meetings. Directors who are also Company employees are not additionally
compensated for their services as members of the Board of Directors.
Notwithstanding anything to the contrary set forth in any of the
Company's previous filings under the Securities Act of 1933, as amended, or the
Securities Exchange Act of 1934, as amended, that might incorporate future
filings, including this proxy statement, in whole or in part, the following
Report of the Compensation Committee of the Board of Directors on Executive
Compensation shall not be incorporated by reference into any such filings.
REPORT OF COMPENSATION COMMITTEE
ON EXECUTIVE COMPENSATION
In accordance with proxy statement rules of the Securities and Exchange
Commission, the Compensation Committee of the Board of Directors of the Company
offers the following report regarding compensation policies for executive
officers and the Chief Executive Officer of the Company with respect to
compensation paid to such persons during the last fiscal year.
During 1998, the Compensation Committee of the Company was comprised of
Kenneth L. Bernhardt and Irwin Lowenstein, each a non-employee director of the
Company. It is the Committee's responsibility to establish the salaries, bonuses
and other compensation of the chief executive officer and other executive
officers of the Company. In formulating its compensation policy and decisions,
the Compensation Committee endeavors to provide a competitive compensation
package that enables the Company to attract and retain key executives and to
integrate compensation programs with the Company's annual and long- term
business strategies and objectives and focus executive actions on the
fulfillment of those objectives.
-7-
<PAGE> 10
The Company's executive compensation program generally consists of base
salary, annual incentive compensation and long-term equity incentives in the
form of stock options. Base salaries for executive officers are reviewed and
adjusted annually following a review of the Company's performance during the
previous fiscal year, the individual's contribution to that performance and the
individual's level of responsibility. Typically, in order to align executive
officers' interests more closely with the interests of the shareholders of the
Company, the Company's long-term compensation program emphasizes the grant of
stock options exercisable for shares of common stock. The amount of such awards,
if any, may be suggested from time to time by the Compensation Committee,
subject to final action by the Board of Directors. The Compensation Committee
and the Board of Directors may take into account various factors in evaluating
the size of stock option grants, including the need to attract and retain
individuals who will provide valuable service to the Company.
For fiscal 1997, Mr. Mitzner suggested and received the near
elimination of his annual salary to reflect the disappointing financial results
of the Company during the prior fiscal year. Mr. Mitzner continued to decline to
take a salary through June 1998. Effective July 1, 1998, the Compensation
Committee approved an annual salary for Mr. Mitzner of $100,000 and the Board
granted Mr. Mitzner an option to acquire 125,000 shares of the Company's common
stock at a price equal to the fair-market value of the common stock on the date
of grant. In addition, the Compensation Committee approved a bonus plan for Mr.
Mitzner pursuant to which he would be eligible to earn a bonus for fiscal 1998
based on the Company's operating results compared to budget for the year.
In approving the compensation paid to Mr. Mitzner, the Company's Chief
Executive Officer, in 1998, the Compensation Committee considered the following
factors:
(i) the reasonableness of Mr. Mitzner's $100,000 salary relative
to that of chief executive officers of similarly placed public
companies;
(ii) the fact that Mr. Mitzner was already amply incentivised to
have the Company perform well by virtue of his ownership of a
substantial percentage of the common stock of the Company; and
(iii) the fact that Mr. Mitzner took almost no salary for one and
one-half years to reflect the prior disappointing financial
results of the Company.
With respect to the other executive officers of the Company (Mr.
Keller, Ms. Watson-McElroy and Mr. Hankinson), the Compensation Committee
considered the salaries to be commensurate with those paid to similarly
positioned executives in similar companies.
Kenneth L. Bernhardt
Irwin Lowenstein
-8-
<PAGE> 11
SHAREHOLDER RETURN PERFORMANCE GRAPH
Set forth below is a line graph comparing the yearly percentage change in
the cumulative total shareholder return on the Company's common stock against
the cumulative total return of the Nasdaq Market Index and a composite index for
corporations in the same industry as the Company, classified by Standard
Industrial Classification (SIC) code (the "Industry Index"), for the five-year
period commencing January 25, 1994 (the date the Company's common stock
commenced trading on the Nasdaq National Market) and ending January 2, 1999. The
graph assumes that the value of the investment in the Company's common stock and
each index was $100 on January 25, 1994. The change in cumulative total return
is measured by dividing (i) the sum of (a) the cumulative amount of dividends
for the period, assuming dividend reinvestment, and (b) the change in share
price between the beginning and end of the period, by (ii) the share price at
the beginning of the period. The Company has not paid any cash dividends.
<TABLE>
<CAPTION>
Fiscal Year
January 25, ------------------------------------------------------------
1994 1994 1995 1996 1997 1998
------- ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C>
L.A. T Sportswear, Inc................. $100.00 $ 67.12 $ 23.29 $ 7.04 $ 8.10 $ 12.68
Nasdaq Market Index.................... $100.00 $ 97.24 $126.13 $156.74 $191.73 $270.42
Industry Index......................... $100.00 $108.18 $146.87 $169.93 $117.73 $159.13
</TABLE>
-9-
<PAGE> 12
INDEPENDENT PUBLIC ACCOUNTANTS
Deloitte & Touche LLP served as the independent auditors of the Company for
the fiscal year ended January 2, 1999 and has been appointed by the Board of
Directors to continue in that capacity in fiscal 1999. Representatives of
Deloitte & Touche LLP are expected to be present at the Annual Meeting and will
be available to respond to appropriate questions from shareholders and will have
the opportunity to make a statement if they desire to do so.
ANNUAL REPORT TO SHAREHOLDERS AND REPORT ON FORM 10-K
Additional information concerning the Company, including financial
statements of the Company, is provided in the Company's 1998 Annual Report to
Shareholders that accompanies this proxy statement. Additional copies of the
Company's Annual Report on Form 10-K for the year ended January 2, 1999, as
filed with the Securities and Exchange Commission, are available to shareholders
who make a written request therefor to Mr. John F. Hankinson, at the offices of
the Company, 1200 Airport Drive, Ball Ground, Georgia 30107. Copies of exhibits
filed with that report or referenced therein will be furnished to shareholders
of record upon request and payment of the Company's expenses in furnishing such
documents.
SHAREHOLDER PROPOSALS
Any proposal of shareholders intended to be presented at next year's Annual
Meeting must be received at the principal executive offices of the Company not
later than December 6, 1999, directed to the attention of the Corporate
Secretary, in order to be eligible for inclusion in the Company's proxy
statement and form of proxy relating to that meeting. Proxies solicited by the
Company for the 2000 Annual Meeting may confer discretionary authority to vote
on any proposals submitted after February 19, 2000 without a description of them
in the proxy materials for that meeting. Any shareholder proposals must comply
in all respects with the rules and regulations of the Securities and Exchange
Commission and the Company's bylaws. A copy of the Company's bylaws may be
obtained by writing to the Corporate Secretary.
OTHER MATTERS
Management does not know of any matters to be brought before the meeting
other than those referred to above. If any other matter properly comes before
the meeting, the persons designated as proxies will vote on each such matter in
accordance with their best judgment.
By Order of the Board of Directors
/s/ J. David Keller
J. David Keller
President and Secretary
Ball Ground, Georgia
April 5, 1999
-10-
<PAGE> 13
L.A. T SPORTSWEAR, INC.
1200 AIRPORT DRIVE
BALL GROUND, GEORGIA 30107
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
FOR THE 1999 ANNUAL MEETING OF SHAREHOLDERS.
The undersigned hereby appoints Isador E. Mitzner and John F. Hankinson, or
either of them, with power of substitution to each, the proxies of the
undersigned to vote the Common Stock of the undersigned at the Annual Meeting of
Shareholders of L.A. T SPORTSWEAR, INC. to be held on Tuesday, May 11, 1999, at
9:00 a.m. at the offices of Smith, Gambrell & Russell, LLP, 1230 Peachtree
Street, NE, Suite 3100, Atlanta, Georgia 30309 and any adjournments or
postponements thereof:
1. To elect four (4) directors for a term of one year and until their
successors are elected and have qualified.
<TABLE>
<S> <C> <C> <C>
[ ] FOR all nominees listed below (except as marked to [ ] WITHHOLD AUTHORITY to vote for all nominees
the contrary) listed below
ISADOR E. MITZNER, J. DAVID KELLER, KENNETH L. BERNHARDT and IRWIN LOWENSTEIN
</TABLE>
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, WRITE
THE NOMINEE'S NAME IN THE SPACE PROVIDED BELOW.)
- --------------------------------------------------------------------------------
2. To vote in accordance with their best judgment with respect to any other
matters that may properly come before the meeting or any adjournments or
postponements thereof, if the Company did not receive notice of the matter
on or prior to February 21, 1999.
(continued and to be signed on reverse)
THE BOARD OF DIRECTORS FAVORS A VOTE "FOR" THE NOMINEES NAMED ABOVE AND UNLESS
INSTRUCTIONS TO THE CONTRARY ARE INDICATED IN THE SPACE PROVIDED, THIS PROXY
WILL BE SO VOTED.
Please date and sign this
Proxy exactly as name(s)
appears on the mailing label.
------------------------------
------------------------------
Print Name(s): ---------------
NOTE: When signing as an
attorney, trustee, executor,
administrator or guardian,
please give your title as
such. If a corporation or
partnership, give full name by
authorized officer. In the
case of joint tenants, each
joint owner must sign.
Dated:
------------------------------
