<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] 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
The Pantry, Inc.
----------------
(Name of Registrant as Specified In Its Charter)
Not Applicable
--------------
(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>
THE PANTRY, INC.
1801 Douglas Drive
P.O. Box 1410
Sanford, North Carolina 27330
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MARCH 23, 2000
You are cordially invited to attend the Annual Meeting of Stockholders of The
Pantry, Inc. (the "Company") which will be held on Thursday, March 23, 2000, at
10:00 a.m. Eastern Daylight Savings Time, at the North Raleigh Hilton, 3145 Wake
Forest Road, Raleigh, North Carolina, 27609 for the following purposes:
(1) To elect seven nominees to serve as directors each for a term of
one year or until his successors is duly elected and qualified;
(2) To ratify the appointment of Deloitte & Touche LLP as independent
public accountants for the Company and its subsidiaries for the fiscal
year ending September 28, 2000; and
(3) To transact such other business as may properly come before the
meeting or any adjournment thereof.
Stockholders of record at the close of business on January 27, 2000 are
entitled to notice of and to vote at the Annual Meeting and any and all
adjournments or postponements thereof.
IT IS DESIRABLE THAT YOUR SHARES OF STOCK BE REPRESENTED AT THE MEETING
REGARDLESS OF THE NUMBER OF SHARES YOU MAY HOLD. WHETHER OR NOT YOU PLAN TO
ATTEND THE MEETING IN PERSON, PLEASE COMPLETE AND RETURN THE ENCLOSED PROXY
IN THE ENVELOPE PROVIDED. IF YOU ATTEND THE MEETING YOU MAY REVOKE YOUR PROXY
AND VOTE IN PERSON.
By Order of the Board of Directors
William T. Flyg
Senior Vice President, Finance, Chief
Financial Officer and Corporate
Secretary
Sanford, North Carolina
February 18, 2000
<PAGE>
THE PANTRY, INC.
1801 Douglas Drive
P.O. Box 1410
Sanford, North Carolina 27330
PROXY STATEMENT
GENERAL INFORMATION
Proxy Solicitation
This Proxy Statement and the accompanying proxy card are being mailed to
stockholders on or about February 18, 2000, by the Board of Directors of The
Pantry, Inc. (the "Company") in connection with the solicitation of proxies for
use at the Annual Meeting of Stockholders (the "Annual Meeting") to be held at
the North Raleigh Hilton, 3145 Wake Forest Road, Raleigh, North Carolina, 27609
on Thursday, March 23, 2000, at 10:00 a.m., Eastern Daylight Savings Time, and
at all adjournments or postponements thereof. The Company will pay all expenses
incurred in connection with this solicitation, including postage, printing,
handling and the actual expenses incurred by custodians, nominees and
fiduciaries in forwarding proxy material to beneficial owners. In addition to
solicitation by mail, certain officers, directors and regular employees of the
Company, who will receive no additional compensation for their services, may
solicit proxies by telephone, personal communication or other means. The
Company has retained Morrow & Co., Inc. to aid in the search for stockholders
and delivery of proxy materials. The aggregate fees to be paid to Morrow & Co.,
Inc. are not expected to exceed $5,000.00. In addition, as part of the services
provided to the Company as its transfer agent, First Union National Bank will
assist the Company in identifying recordholders.
ANNUAL MEETING
Purposes of Annual Meeting
The principal purposes of the Annual Meeting are to:
. elect seven directors each for a term of one year or until his successor
is duly elected and qualified;
. ratify the action of the Board of Directors pursuant to the recommendation
of the Audit Committee in appointing Deloitte & Touche LLP as independent
public accountants for the Company and its subsidiaries for the 2000
fiscal year; and
. transact such other business as may properly come before the Annual
Meeting or any adjournment or postponement thereof.
<PAGE>
The Board of Directors knows of no other matters other than those stated
above to be brought before the Annual Meeting.
Voting Rights
If the accompanying proxy card is properly signed and returned to the Company
and not revoked, it will be voted in accordance with the instructions contained
in the proxy card. If the proxy card is signed and returned, but voting
directions are not made, the proxy will be voted in favor of the proposals set
forth in the accompanying "Notice of Annual Meeting of Stockholders" and in such
manner as the proxyholders named on the enclosed proxy card in their discretion
determine upon such other business as may properly come before the Annual
Meeting or any adjournment or postponement thereof.
Any proxy given pursuant to this solicitation may be revoked by the person
giving it at any time before it is voted by:
. attending the Annual Meeting and voting in person,
. delivering a written revocation to the Secretary of the Company or
. delivering a proxy in accordance with applicable law bearing a later date
to the Secretary of the Company.
The Board of Directors has fixed the close of business on January 27, 2000,
as the record date for the determination of stockholders entitled to receive
notice of and to vote at the Annual Meeting and all adjournments or
postponements thereof. As of the close of business on January 27, 2000, the
Company had 18,111,474 shares of common stock outstanding. On all matters to
come before the Annual Meeting, each holder of common stock will be entitled to
vote at the Annual Meeting and will be entitled to one vote for each share
owned.
PROPOSAL 1: ELECTION OF DIRECTORS
The following seven directors have been nominated for election at the Annual
Meeting, to hold office for a period of one year or until the election and
qualification of their successors: Todd W. Halloran, Jon D. Ralph, Charles P.
Rullman, Edfred F. Shannon, Jr., Peter J. Sodini, Peter M. Starrett and Hubert
E. Yarborough, III. All of the nominees are currently serving on the Board of
Directors of the Company. Messrs. Shannon and Yarborough have served on the
Board since September 1999 when they were appointed to fill the vacancies
created by the resignations of William M. Wardlaw and Christopher C. Behrens.
It is intended that proxies will be voted in favor of all of the nominees.
The Board of Directors has approved the nomination of the seven directors
indicated above for election at the Annual Meeting to serve for a period of one
year or until the election and qualification of their successors.
-4-
<PAGE>
The Board of Directors has no reason to believe that the persons named
above as nominees for directors will be unable or will decline to serve if
elected. In the event of death or disqualification of any nominee or the refusal
or inability of any nominee to serve as a director, the proxy may be voted with
discretionary authority for a substitute or substitutes as shall be designated
by the Board of Directors.
Pursuant to the Company's Bylaws, the presence in person or by proxy of the
holders of a majority in voting power of the outstanding shares of stock
entitled to vote at the Annual Meeting will be necessary and sufficient to
constitute a quorum. Once a quorum is established at the Annual Meeting,
directors will be elected by a plurality of the votes cast at the Annual Meeting
and entitled to vote thereon. Action on all other matters scheduled to come
before the Annual Meeting will be authorized by the affirmative vote of the
holders of a majority in voting power of the shares of stock of the Company
which are present in person or by proxy and entitled to vote thereon.
Abstentions and broker nonvotes are counted for purposes of determining the
presence or absence of a quorum for the transaction of business. Abstentions
are counted in tabulations of the votes cast on proposals presented to the
stockholders, whereas broker nonvotes are not counted for purposes of
determining whether a proposal has been approved.
The following sets forth certain information concerning the Company's
nominees for election to the Board of Directors at the Annual Meeting:
<TABLE>
<CAPTION>
Name Age Year First Elected Director Position
- ---- --- --------------------------- --------
<S> <C> <C> <C>
Peter J. Sodini.................... 58 1995 President, Chief Executive
Officer and Director
Todd W. Halloran................... 37 1995 Director
Jon D. Ralph (2)................... 35 1995 Director
Charles P. Rullman (1)(2).......... 51 1995 Director
Edfred F. Shannon, Jr. (1)......... 73 1999 Director
Peter M. Starrett.................. 52 1999 Director
Hubert E. Yarborough, III (1)...... 55 1999 Director
</TABLE>
_____________
(1) Member of Audit Committee
(2) Member of Compensation Committee
Peter J. Sodini has served as our President and Chief Executive Officer
since June 1996 and served as our Chief Operating Officer from February 1996
until June 1996. Mr. Sodini has served as a director since November 1995. Mr.
Sodini is a director of Buttrey Food and Drug Stores Company, Transamerica
Income Shares Inc. and Pamida Holding Corporation. From December 1991 to
November 1995, Mr. Sodini was Chief Executive Officer and a director of Purity
Supreme, Inc. Prior to 1991, Mr. Sodini held executive positions at several
supermarket chains including Boys Markets, Inc. and Piggly Wiggly Southern, Inc.
Todd W. Halloran has served as a director since November 1995. Mr.
Halloran joined Freeman Spogli & Co. ("Freeman Spogli") in 1995 and became a
Principal in 1998. From 1990 to 1995, Mr. Halloran was a Vice President and
Associate at Goldman, Sachs & Co., where he worked in the Principal Investment
Area and the Mergers and Acquisition Department.
-5-
<PAGE>
Jon D. Ralph has served as a director since November 1995. Mr. Ralph joined
Freeman Spogli in 1989 and became a Principal in 1998. Prior to joining Freeman
Spogli, Mr. Ralph spent three years at Morgan Stanley & Co. where he served as
an analyst in the Investment Banking Division. Mr. Ralph is also a director of
Envirosource, Inc., Hudson Respiratory Care Inc., River Holding Corp. and
Century Maintenance Supply, Inc.
Charles P. Rullman has served as a director since November 1995. Mr.
Rullman joined Freeman Spogli in 1988 and became a Principal in 1995. From 1992
to 1995, Mr. Rullman was a General Partner of Westar Capital, a private equity
investment firm specializing in middle market transactions. Prior to joining
Westar, Mr. Rullman spent twenty years at Bankers Trust Company and its
affiliate BT Securities Corporation where he was a Managing Director and
Partner. Mr. Rullman is also a director of Hudson Respiratory Care Inc. and
River Holding Corp.
Edfred F. Shannon, Jr. has served as a director since September 1999. Prior
to September 1999, Mr. Shannon served as Chief Executive Officer of Santa Fe
International Corporation from 1962 to 1991. From 1962 until his retirement in
June 1991, Mr. Shannon held the position of Chief Executive Officer of Santa Fe
International. Mr. Shannon is also a director of Trust Company of the West and
Key Technology, Inc.
Peter M. Starrett has served as a director since January 1999. Since August
1998, Mr. Starrett has served as President of Peter Starrett Associates, a
retail advisory firm, and has served as a consultant to Freeman Spogli. Prior to
August 1998, Mr. Starrett was President of Warner Bros. Studio Stores Worldwide
and had been employed by Warner Bros. since May 1990. Mr. Starrett is also a
director of Petco Animal Supplies, Inc., AFC Enterprises, Inc., Advance Stores
Company, Inc., Gaylan's Trading Co., Inc., Miadora.com, Inc. and Guitar Center,
Inc.
Hubert E. Yarborough, III has served as a director since September 1999.
Since 1991, Mr. Yarborough has practiced law with the McNair Law Firm and is a
shareholder of the firm.
Our directors are elected annually and hold office for a period of one year
or until their successors are duly elected and qualified. Pursuant to a
stockholder's agreement between the Company and certain of its stockholders,
Chase Manhattan Capital. L.L.C. is entitled to nominate one director as long as
it owns at least 10% of the Company's common stock. At the present time, Chase
Manhattan Capital, L.L.C. owns less than 10% of the Company's common stock.
The Board of Directors recommends that stockholders vote FOR the election of
these nominees.
Board Meetings
The Board of Directors met four times during fiscal 1999. Each director
attended 75% or more of the aggregate of the Board meetings (held during the
period for which the director was in office) and committee meetings of the Board
of which the director was a member.
The Company's Bylaws provide procedures for the nomination of directors.
The Bylaws provide that nominations for the election of directors may only be
made by the Board of
-6-
<PAGE>
Directors, or by any stockholder of the Company who is entitled to vote
generally in elections of directors if the stockholder follows certain
procedures. Any stockholder of record entitled to vote generally in the election
of directors may nominate one or more persons for election as directors at a
meeting of stockholders only if written notice of such stockholder's intent to
make such nomination or nominations has been delivered to the Secretary of the
Company at the principal executive offices of the Company not later than the
close of business on the 90th day nor earlier than the close of business on the
120th day prior to the first anniversary of the preceding year's annual meeting
(provided, however, that in the event that the date of the annual meeting is
more than 30 days before or more than 70 days after such anniversary date,
notice by the stockholder must be so delivered not earlier than the close of
business on the 120th day prior to such annual meeting and not later than the
close of business on the later of the 90th day prior to such annual meeting or
the 10th day following the day on which public announcement of the date of such
meeting is first made by the Company). Each such notice of a stockholder's
intent to nominate a director must set forth certain information as specified in
the Company's Bylaws.
Board Committees
The Board has an Audit Committee and a Compensation Committee. The Audit
Committee reviews the results and scope of the annual audit and other services
provided by the Company's independent public accountants. The Audit Committee
also reviews the financial statements of the Company and reviews audit letters
provided by the Company's independent public accountants. The Audit Committee
recommends to the Board the appointment of independent public accountants. The
Audit Committee was formed shortly after the Company's initial public offering
in June 1999 and met once during fiscal 1999.
The Compensation Committee is responsible for the approval of compensation
arrangements for officers of the Company and the review of the Company's
compensation plans and policies. The Compensation Committee did not meet during
fiscal 1999, but met in December 1999.
Compensation Committee Interlocks and Insider Participation
The members of the Compensation Committee of the Company's Board of
Directors during fiscal year 1999 were Messrs. Ralph and Rullman. Messrs Ralph
and Rullman are principals in Freeman Spogli which is the Company's largest
shareholder and which has certain business relationships with the Company
described under "Transactions with Affiliates" below.
Our board of directors determines the compensation of executive officers
based in part on the recommendations of the Compensation Committee. During
fiscal 1999, Mr. Sodini and Mr. Flyg participated in board of director
deliberations regarding the compensation of our executive officers.
-7-
<PAGE>
Compensation of Directors
During fiscal 1999, our directors did not receive any compensation as
directors. During fiscal 2000, Messrs. Shannon and Yarborough will receive
$5,000 per meeting. In addition, all directors are reimbursed for their
reasonable out-of-pocket expenses in attending meetings.
EXECUTIVE COMPENSATION
The following table summarizes fiscal 1997, 1998 and 1999 compensation for
services in all capacities of our Chief Executive Officer and our four other
most highly compensated executive officers.
Summary Compensation Table
<TABLE>
<CAPTION>
Long Term
Compensation
Annual Compensation Awards
------------------------------------------- ------------
Other Securities
Fiscal Annual Underlying All Other
Name and Principal Position Year Salary Bonus Compensation(a) Options/SARs Compensation(b)
--------------------------- -------- ------ ----- --------------- ------------ ---------------
<S> <C> <C> <C> <C> <C> <C>
Peter J. Sodini................ 1999 $484,231 $250,000 $ 9,168 33,800 $ 4,000
President and Chief 1998 475,000 250,000 16,763 266,271 2,500
Executive Officer 1997 305,687 150,000 98,978 --- 2,500
Dennis R. Crook................ 1999 176,154 89,000 10,753 13,000 4,029
Senior Vice President, 1998 175,000 87,000 7,471 60,078 4,253
Administration and Gasoline 1997 152,130 70,000 1,230 --- 2,019
Marketing
William T. Flyg................ 1999 178,000 72,000 13,669 13,000 ---
Senior Vice President, 1998 175,000 60,000 6,041 57,528 ---
Finance, Chief Financial 1997 109,615 54,000 3,076 --- ---
Officer and Corporate
Secretary(c)
Daniel J. McCormack............ 1999 114,616 65,000 5,747 13,000 4,115
Senior Vice President, 1998 110,000 60,000 10,412 60,078 2,645
Marketing 1997 93,269 45,000 4,447 --- 1,279
Douglas Sweeney................ 1999 182,769 94,000 3,918 13,000 4,259
Senior Vice President, 1998 179,954 90,000 3,251 71,910 4,652
Operations 1997 150,358 72,000 2,721 --- 2,014
</TABLE>
(a) Consists primarily of executive medical, moving and relocation
reimbursements.
(b) Consists of matching contributions to our 401(k) Savings Plan.
(c) William T. Flyg was appointed Senior Vice President, Finance and Chief
Financial Officer in January 1997.
-8-
<PAGE>
Option Grants
The following table sets forth information with respect to stock options
granted to our Chief Executive Officer and our four other most highly
compensated executive officers during the year ended September 30, 1999:
Options/SAR Grants in Last Fiscal Year
(Individual Grants)
<TABLE>
<CAPTION>
Individual Grants
-------------------------------------------------------------------
Number of % of Total Exercise Potential Realizable Value
Securities Options/SARs Price or at Assumed Annual Rates of
Underlying Granted to Base Stock Price Appreciation for
Options/SARs Employees in Price Expiration Option Term
--------------------------------
Name Granted(#) Fiscal Year ($/Share) Date 5%($) 10%($)
- -------------------------- -------------- -------------- -------------- -------------- --------------- ---------------
<S> <C> <C> <C> <C> <C> <C>
Peter J. Sodini........... 33,800(a) 14.1% $13.00 06/08/09 $276,336 $700,290
Dennis R. Crook........... 13,000(a) 5.4 13.00 06/08/09 106,283 269,342
William T. Flyg........... 13,000(a) 5.4 13.00 06/08/09 106,283 269,342
Daniel J. McCormack....... 13,000(a) 5.4 13.00 06/08/09 106,283 269,342
Douglas Sweeney........... 13,000(a) 5.4 13.00 06/08/09 106,283 269,342
</TABLE>
___________
(a) This option vests and becomes exercisable in three equal, annual
installments beginning on the first anniversary of the vesting commencement
date and expires to the extent not exercised by June 8, 2009.
-9-
<PAGE>
Aggregate Option Exercises and Option Values
The following table sets forth information with respect to our Chief
Executive Officer and our four other most highly compensated executive officers
concerning option exercises for the fiscal year ended September 30, 1999 and
exercisable and unexercisable options held as of September 30, 1999:
Option Exercises in Last Fiscal Year and Fiscal Year-End Option Values
<TABLE>
<CAPTION>
Number of
Securities Underlying Value of Unexercised
Unexercised Options at In-the-Money Options at
September 30, 1999(#) September 30, 1999($)(a)
-------------------------- --------------------------
Shares Acquired Value
Name on Exercise(#) Realized($) Exercisable Unexercisable Exercisable Unexercisable
- ---- ---------------- ----------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Peter J. Sodini.............. --- --- 88,757 211,314 $159,130 $318,261
Dennis R. Crook.............. --- --- 20,026 53,052 36,364 72,727
William T. Flyg.............. --- --- 19,176 51,352 36,364 72,727
Daniel J. McCormack.......... --- --- 20,026 53,052 36,364 72,727
Douglas Sweeney.............. --- --- 23,970 60,940 45,455 90,909
</TABLE>
(a) These values are based upon the difference between the exercise price and
the closing price per share on September 30, 1999, $11.125.
Compensation Committee Report
The Compensation Committee of the Board of Directors develops, oversees and
reviews the general compensation plans and policies of the Company and approves
the individual compensation arrangements for the Company's executive officers,
including those named in the Summary Compensation Table. The Compensation
Committee also administers the Company's Incentive Stock Option Plan.
Our Executive Compensation Program
The Compensation Committee is committed to designing and implementing a
program of executive compensation that will contribute to the achievement of the
Company's business objectives. We have an executive compensation program which
we believe:
. Fulfills our business and operating needs, comports with our general
human resource strategies and enhances shareholder value.
. Enables us to attract, motivate and retain the executive talent
essential to the achievement of our short-term and long-term business
objectives.
. Rewards executives for accomplishment of pre-defined business goals
and objectives.
-10-
<PAGE>
. Provides rewards consistent with gains in shareholder wealth so that
executives will be financially advantaged when shareholders are
similarly financially advantaged.
In implementing our executive compensation program, we intend to provide
compensation opportunities that are perceived to be generally comparable to
those provided by similar companies in the convenience store, grocery and
general retail industries. This "peer group" is not the same group used for the
industry comparison in the performance graph found in the "Comparison of
Cumulative Total Return" section of this Proxy Statement; rather, it reflects
the industry groups with which the Company competes for personnel.
Elements of Executive Compensation
The Company's executive compensation program has four key components: base
salary, annual performance awards, long-term incentive awards and benefits.
Performance awards and long-term incentive awards are granted pursuant to the
Company's executive compensation plan. These components combine fixed and
variable elements to create a total compensation package that provides some
income predictability while linking a significant portion of compensation to
corporate, business unit and individual performance.
Base Salary
Base salary represents the fixed component of our executive compensation
program. Base salaries are set within ranges, which are targeted around the
competitive norm for similar executive positions in similar companies in the
convenience store, grocery and general retail industries. Individual salaries
may be above or below the competitive norm, depending on the executive's
experience and performance. We consider the following factors in approving
adjustments to salary levels for our executive officers: (i) the relationship
between current salary and appropriate internal and external salary comparisons;
(ii) the average size of salary increases being granted by competitors; (iii)
whether the responsibilities of the position have changed during the preceding
year; and (iv) the individual executive's performance as reflected in the
overall manner in which his assigned role is carried out.
Annual Performance Awards
Annual performance awards serve two functions in implementing the Company's
executive compensation program. First, annual incentives permit the Company to
compensate officers directly if the Company achieves specific financial
performance targets. Second, annual incentives also serve to reward executives
for performance on those activities that are most directly under their control
and for which they should be held accountable.
At the beginning of each year, specific performance goals are set for the
Company, each business unit and each individual executive. Performance awards
are proportionately increased
-11-
<PAGE>
or decreased from the target to reflect performance levels that exceed or fall
below expectations. For 1999, we determined the best criteria for measurement of
Company performance was cash flow and pre-tax earnings. Business unit and
individual performance goals are based on each individual executive's
responsibilities and his respective contribution to financial targets of the
Company including strategic initiatives, innovation, departmental effectiveness
and personnel management.
The annual performance award is discretionary and the Compensation
Committee has the authority to approve, reduce or entirely eliminate the
performance awards. Annual performance awards are cash-based and are paid at
the end of each fiscal year. Generally, annual performance award amounts
increase as financial measures increase above the levels originally set by the
Committee. In 1999, each of our executive officers received the maximum
performance award under the levels established in October 1998.
Long-Term Incentive Awards
The long-term incentive component of our executive compensation program is
designed to align the interests of executive officers and other key employees
with those of the Company's stockholders, reward executives for maximizing
stockholder value and facilitate the retention of key employees. Long-term
incentives primarily are provided pursuant to our Incentive Stock Option Plan,
which is administered by the Compensation Committee.
The size of an individual's stock option award is based primarily on
individual performance and the individual's responsibilities and position with
the Company. These options are granted with an exercise price equal to the fair
market value of the Company's common stock on the date of grant. Therefore, the
stock options have value only if the stock price appreciates from the value on
the date the options were granted. This feature is intended to focus executives
on the enhancement of stockholder value over the long-term and to encourage
equity ownership in the Company. These options vest and become exercisable in
three equal, annual installments beginning on the anniversaries of the grant
date. The Incentive Stock Option Plan is a discretionary plan; however, it has
been the Compensation Committee's practice generally to award options annually.
Benefits
Benefits offered to executives serve a different purpose than do the other
elements of executive compensation. In general, they are designed to provide a
safety net of protection against the financial catastrophes that can result from
illness, disability or death and to provide a reasonable level of retirement
income. Benefits offered to executives are largely those that are offered to the
general employee population, with some variation primarily to promote tax
efficiency.
-12-
<PAGE>
Chief Executive Officer ("CEO") Compensation
Mr. Peter J. Sodini's compensation for the fiscal year ended September 30,
1999 was determined in accordance with the above plans and policies taking into
account his employment agreement with the Company. Mr. Sodini also earned
$250,000 in annual performance awards and received options to purchase 33,800
shares of Common Stock under the Company's Incentive Stock Option Plan.
Mr. Sodini's employment agreement provides for his participation in an
incentive bonus program (with a minimum payout of 25% upon the achievement of
goals determined by the board of directors, and other perquisites). Mr. Sodini's
bonus arrangement is not tied to specific objectives. Principal factors
considered by the board of directors are increases in earnings per share, EBITDA
improvement, comparable sales growth, acquisition quality and future outlook.
Policy With Respect to $1 Million Deduction Limit
The Company has not awarded any compensation that is non-deductible under
Section 162(m) of the Internal Revenue Code. That section imposes a $1 million
limit on the U.S. corporate income tax deduction a publicly-held company may
claim for compensation paid to the named executive officers unless certain
requirements are satisfied. An exception to this limitation is available for
"performance-based" compensation, as defined under Section 162(m). Compensation
received as a result of the exercise of stock options may be considered
performance-based compensation if certain requirements of Section 162(m) are
satisfied. In the event that the Compensation Committee considers approving
compensation in the future which would exceed the $1 million deductibility
threshold, the Compensation Committee will consider what actions, if any, should
be taken to make such compensation deductible.
Conclusion
The Compensation Committee believes that these executive compensation
policies and programs effectively promote the Company's interests and enhance
stockholder value.
COMPENSATION COMMITTEE
Jon D. Ralph
Charles P. Rullman
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<PAGE>
Comparison of Cumulative Total Return
The following graph compares the cumulative total stockholder return on the
Company's common stock since June 9, 1999, the effective date of the Company's
initial public offering, through December 31, 1999, with the cumulative total
return for the same period on the S&P SmallCap 600 Index, the Russell 2000 Index
and a Company-Defined Peer Group. The graph assumes that at the beginning of the
period indicated, $100 was invested in the Company's common stock and the stock
of the companies comprising the SmallCap 600 Index, the Russell 2000 Index and
the Company-Defined Peer Group and that all dividends were reinvested. The
Company-Defined Peer Group is composed of the common stock of the following
issuers: (i) 7-Eleven, Inc.; (ii) Casey's General Stores, Inc.; (iii) Dairy Mart
Convenience Stores, Inc. (includes both Series A and Series B common stock); and
(iv) Uni Marts, Inc.
Stockholder Return on Common Stock*
[GRAPH APPEARS HERE]
* $100 INVESTED ON JUNE 9, 1999 IN COMMON STOCK OR ON MAY 31, 1999 IN INDEX
SHARES - INCLUDING REINVESTMENT OF ALL DIVIDENDS. FISCAL YEAR ENDING DECEMBER
31.
Comparison of Cumulative Total Return among The Pantry, Inc.
and the S&P Small Cap 600, the Russell 2000 and a Company-Defined Peer Group
Indices
<TABLE>
<CAPTION>
Company-Defined
The Pantry S&P SmallCap 600 Russell 2000 Peer Group
------------------- ---------------------- ---------------------- ----------------
<S> <C> <C> <C> <C>
June 9, 1999 $100.00 $100.00 $100.00 $100.00
September 30, 1999 $ 85.58 $100.57 $ 95.52 $ 94.45
December 31, 1999 $108.65 $113.11 $ 96.98 $ 79.98
</TABLE>
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<PAGE>
Executive Employment Contracts
On October 1, 1997, we entered into an employment agreement with Mr.
Sodini. We recently extended the term of this agreement until September 30,
2001. This agreement contains customary employment terms and provides for:
. an annual base salary of $475,000 (subject to annual adjustment by our
board of directors),
. participation in any of our benefit or bonus programs and
. participation in an incentive bonus program (which provides for a
payout of a minimum of 25% upon the achievement of goals determined by
our board of directors, and other perquisites).
Mr. Sodini's bonus arrangement is not tied to specific objectives.
Principal factors considered by the board of directors are increases in earnings
per share, EBITDA improvement, comparable sales growth, acquisition quality and
future outlook.
Pursuant to the terms of the agreement, if we terminate Mr. Sodini prior to
a change in control with just cause or upon death or disability, Mr. Sodini
shall be entitled to his then effective compensation and benefits through the
last day of his actual employment by us for termination for just cause or upon
death or his effective date of termination, as determined by the board of
directors for termination upon disability. In addition, if Mr. Sodini is
terminated because of death or disability, we will pay to the estate of Mr.
Sodini, in the case of his death, or to Mr. Sodini, in the case of his
disability, one year's pay less amounts paid under any disability plan. If Mr.
Sodini is terminated by us prior to a change in control without cause, Mr.
Sodini shall be entitled to severance pay including regular benefits through the
term of the agreement until such time as he engages in other employment. If Mr.
Sodini is terminated by us following a change in control without cause or Mr.
Sodini terminates his employment for good reason, Mr. Sodini shall generally be
entitled to severance pay including regular benefits for a period of 18 months
from the termination date.
For purposes of Mr. Sodini's employment agreement, the terms below have the
following respective meanings:
. A "change in control" occurs if any person, other than the existing
stockholders, becomes the beneficial owner of more than 50% of our
outstanding voting securities, whether by merger or otherwise, or upon
liquidation of the Company.
. "Good reason" includes the occurrence of a reduction in Mr. Sodini's
compensation or benefits, the inability of Mr. Sodini to discharge his
duties effectively or moving Mr. Sodini's employment base more than 25
miles from its current location.
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. "Just cause" includes a willful and continued failure to perform,
engaging in conduct injurious to us, or being convicted of a felony or
any crime of moral turpitude.
This agreement contains covenants prohibiting Mr. Sodini, through the
period ending on the latter of 18 months after termination or such time at which
he no longer received severance benefits from us, from competing with us or
soliciting employment from our employees.
We have severance arrangements with each of Mr. Crook, Mr. Sweeney and Mr.
McCormack that remain in effect so long as each continues to be employed by us.
Pursuant to these arrangements, if we terminate the employee prior to a change
in control without cause, he shall be entitled to severance pay for one year
from the termination date. If the employee is terminated following a change in
control without cause or if the employee terminates his employment for good
reason, he shall be entitled to severance pay including regular benefits for a
period of two years from the termination date. For purposes of these severance
arrangements, the terms below have the following meaning:
. A "change in control" would occur if Freeman Spogli and Chase Manhattan
Capital, L.P. ("Chase Capital") no longer had voting control of our
board of directors.
. "Good reason" includes the reduction in the employee's compensation or
benefits, the inability of the employee to discharge his duties
effectively or moving the employee's employment base outside of North
Carolina.
TRANSACTIONS WITH AFFILIATES
Stock Issuances
In November 1998, Peter Starrett, a director of The Pantry, purchased
22,185 shares of common stock for a purchase price of $250,125. Freeman Spogli
has the right to require the sale of Mr. Starrett's shares in the event it sells
all of its holdings of common stock. In addition, we have the right to
repurchase Mr. Starrett's shares in the event he ceases to serve as a director.
This right terminated on the first anniversary of the purchase date.
In August 1998, we adopted a stock subscription plan which permits our
employees, including directors and executive officers, to purchase up to an
aggregate of 158,100 shares of common stock at fair market value. The purchase
price for all common stock purchased under our stock subscription plan was
$11.27 per share and was paid in cash and/or the delivery to us of a secured
promissory note payable to us or one of our subsidiaries. As of September 30,
1999, we have issued 132,651 shares of common stock to 37 employees under our
stock subscription plan. We have the right to repurchase shares purchased under
this plan upon an employee's termination of employment. This right terminates on
the first anniversary of the purchase date. Freeman Spogli has the right to
require the sale of all shares purchased under the stock subscription plan in
the event it sells all its holdings of common stock.
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The following table sets forth for our Chief Executive Officer and our four
other most highly compensated executive officers the number of shares purchased
during the last fiscal year pursuant to the stock subscription plan and the
amount borrowed, if any, to finance the purchase of such shares:
<TABLE>
<CAPTION>
Number of Amount of
Shares of Purchase Price
Common Stock Subject to Due Date of Interest Rate of
Name Purchased Promissory Note Promissory Note Promissory Note
---- ------------------ ------------------ ------------------ -------------------
<S> <C> <C> <C> <C>
Peter J. Sodini........................ 17,748 $100,100 08/31/03 8.5%
Dennis R. Crook........................ 4,437 50,025 08/31/03 8.5%
William T. Flyg........................ --- --- --- ---
Daniel J. McCormack.................... 4,437 50,025 08/31/03 8.5%
Douglas Sweeney........................ 8,874 --- --- ---
</TABLE>
Payments to Freeman Spogli
On June 8, 1999, in conjunction with our initial public offering, we
redeemed all outstanding preferred stock held by Freeman Spogli for $17.5
million, plus accrued dividends of $6.5 million.
Stockholders' Agreement
The Company has entered into a stockholders' agreement with Freeman Spogli,
Chase Capital and Peter J. Sodini in which:
. Freeman Spogli has a right of first offer enabling it to purchase shares
held by Chase Capital or Mr. Sodini prior to transfers of shares of
common stock to non-affiliates, other than transfers pursuant to a
registration statement or under Rule 144
. Freeman Spogli has the right to require Chase Capital and Mr. Sodini to
sell their shares of common stock to a third party buyer on the same
terms as Freeman Spogli if Freeman Spogli is selling all of its shares
. Freeman Spogli, Chase Capital and Mr. Sodini have rights to be included
in sales of common stock by the other stockholders
. Freeman Spogli has agreed, as long as Chase Capital holds 10% of The
Pantry's common stock, to vote for a director nominated by Chase Capital
. The Company has agreed to provide financial and other information to
Chase Capital
. The Company has agreed that all our transactions with affiliates will be
on terms no less favorable to The Pantry than would be obtained in an
arms length transaction and
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to limit the fees payable to Freeman Spogli to fees paid in connection
with a material acquisition, merger, divestiture, reorganization or
restructuring, provided that such fees are no more favorable to Freeman
Spogli than would be available from a nationally recognized investment
banking firm
There is no termination provision in the stockholders' agreement.
Registration Rights Agreement
We have entered into a registration rights agreement with Freeman Spogli,
Chase Capital and Mr. Sodini obligating us:
. on up to three occasions at the request of holders of at least 50% of
the common stock held by the parties to the agreement, to register the
resale of all common stock held by the requesting holders
. at any time to register the resale of shares of common stock having a
value of more than $5 million at the request of any party
. at any time, to allow any party to include shares in any registration of
common stock by us
Under the registration rights agreement, Freeman Spogli, Chase Capital and
Mr. Sodini have the right to purchase their pro rata portion of additional
shares issued by us.
SECTION 16(a)
BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
our executive officers, directors and 10% beneficial owners to file reports of
ownership and changes in ownership with the Securities and Exchange Commission.
Based on a review of the report forms that were filed, we believe that during
1999 all filing requirements applicable to our executive officers, directors and
10% beneficial owners were complied with.
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PRINCIPAL STOCKHOLDERS
The following table sets forth information, as of January 17, 2000, with
respect to the beneficial ownership of capital stock by each person who
beneficially owns more than 5% of such shares, our Chief Executive Officer and
each of our four other most highly compensated executive officers, each of our
directors and all of our executive officers and directors as a group.
<TABLE>
<CAPTION>
Shares of
Common Stock
Beneficially
Name and Address of Beneficial Owner(1) Owned Percentage of Class
--------------------------------------- ------------------------ --------------------
<S> <C> <C>
Freeman Spogli(2).................................. 12,175,524(2) 58.6%
Todd W. Halloran(2)............................... --- ---
Jon D. Ralph(2)................................... --- ---
Charles P. Rullman(2)............................. --- ---
Chase Capital(3)................................... 2,298,438 11.1%
Chilton Investment Company, Inc.(4)................ 1,870,000 9.0%
Peter J. Sodini(5)................................. 220,881 1.1%
Edfred Shannon(6).................................. 2,500 *
Peter M. Starrett(7)............................... 22,185 *
Dennis R. Crook(8)................................. 40,239 *
William T. Flyg(9)................................. 34,952 *
Daniel J. McCormack(10)............................ 40,239 *
Douglas Sweeney(11)................................ 52,564 *
All directors and executive officers as a group
(10 individuals).................................. 12,589,084 60.6%
</TABLE>
_____________
* Less than 1.0%.
(1) Unless indicated otherwise, the address of the stockholder is c/o The
Pantry, P.O. Box 1410,1801 Douglas Drive, Sanford, North Carolina 27331.
Unless indicated otherwise, each stockholder has sole voting and investment
power with respect to the shares of common stock beneficially owned by such
shareholder.
(2) Includes 2,346,000 shares issuable on the exercise of currently
exercisable warrants. 7,213,491 shares, 2,325,690 shares and 290,343 shares
of common stock are held of record by FS Equity Partners III, L.P. ("FSEP
III"), FS Equity Partners IV, L.P. ("FSEP IV") and FS Equity Partners
International, L.P. ("FSEP International"), respectively. As general partner
of FS Capital Partners, L.P., which is general partner of FSEP III, FS
Holdings, Inc. has the sole power to vote and dispose of the shares owned by
FSEP III. As general partner of FS&Co. International, L.P., which is the
general partner of FSEP International, FS International Holdings Limited has
the sole power to vote and dispose of the shares owned by FSEP
International. Bradford M. Freeman, Ronald M. Spogli, J. Frederick Simmons,
William M. Wardlaw, John M. Roth and Mr. Rullman are the sole directors,
officers and shareholders of FS Holdings, FS International Holdings and
Freeman Spogli and may be deemed to be the beneficial owners of the shares
of the common stock and rights to acquire the common stock owned by, FSEP
III and FSEP International. As general partner of FSEP IV, FS Capital
Partners LLC has the sole power to vote and dispose of the shares owned by
FSEP IV. Messrs. Freeman, Spogli, Wardlaw, Rullman, Ralph, Halloran, Roth
and Mark J. Doran are the sole directors, officers and beneficial owners of
FS Capital Partners and may be deemed to be the beneficial owners of the
shares of the common stock and rights to acquire the common stock owned by,
FSEP IV. The business address of Freeman Spogli, FSEP III, FSEP IV, FS
Capital, FS Holdings and FS Capital Partners and their directors, officers
and beneficial owners is 11100 Santa Monica Boulevard, Suite 1900, Los
Angeles, California 90025. The business address of FSEP International,
FS&Co. International and FS International Holdings is c/o Padget-Brown &
Company, Ltd., West Winds Building, Third Floor, Grand Cayman, Cayman
Islands, British West Indies.
(3) Includes 1,073,703 shares held of record by Chase Manhattan Capital,
L.L.C and 956,322 shares held by CB Capital Investors, L.L.C The managing
member of Chase Manhattan Capital is Chase Manhattan Capital Corporation, a
New York corporation. The managing member of CB Capital Investors is CB
Capital Investors, Inc., a New York corporation. Each of Chase Manhattan
Capital Corporation and CB Capital Investors, Inc. is a wholly owned
subsidiary of The Chase Manhattan Bank, which is a wholly owned subsidiary
of The Chase Manhattan Corporation. The directors of each of Chase Manhattan
Capital Corporation and CB Capital Investors, Inc. are general partners of
Chase Capital Partners, which is also a member and investment manager
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of each of Chase Manhattan Capital and CB Capital Investors. Beneficial
ownership of the shares held by Chase Manhattan Capital and CB Capital
Investors may be deemed to be attributable to each of Chase Manhattan
Capital Corporation, CB Capital Investors, Inc., Chase Capital Partners and
each of the general partners of Chase Capital Partners. The business address
of Chase Manhattan Capital, Chase Manhattan Capital Corporation, CB Capital
Investors, Chase Capital Partners and the individual general partners of
Chase Capital Partners is c/o Chase Capital Partners, 380 Madison Avenue,
12th Floor, New York, New York, 10017. The business address of The Chase
Manhattan Bank and The Chase Manhattan Corporation is 270 Park Avenue, New
York, New York 10017. References to Chase Capital in this proxy statement
mean Chase Manhattan Capital, and CB Capital Investors. Also includes
268,413 shares held of record by Baseball Partners, a New York general
partnership. Mr. Christopher C. Behrens, a general partner of Chase Capital
Partners and former director of the Company, is the managing general partner
of Baseball Partners. Mr. Behrens disclaims beneficial ownership of the
shares held by Baseball Partners except to the extent of his pecuniary
interest therein. Baseball Partners is party to a Stockholders Agreement
with Chase Capital that contains various provisions pertaining to the
voting, acquisition and disposition of such shares, including Baseball
Partner's grant to Chase Capital of a proxy to vote such shares and
restrictions on Baseball Partner's ability to transfer such shares. Chase
Capital disclaims any beneficial ownership interest in such shares that may
be attributable to it as a result of such provisions.
(4) The business address of Chilton Investment Company, Inc. is 65 Locust
Avenue, 2nd Floor, New Canaan, CT, 06840.
(5) Includes 157,794 shares of common stock issuable upon the exercise of
options exercisable within 60 days after January 17, 2000.
(6) Mr. Shannon's business address is 1000 South Freemont, Suite 1201,
Alhambra, California 91803.
(7) Mr. Starrett's business address is c/o Freeman Spogli & Co.
Incorporated, 11100 Santa Monica Boulevard, Suite 1900, Los Angeles,
California 90025.
(8) Includes 35,802 shares of common stock issuable upon the exercise of
options exercisable within 60 days after January 17, 2000.
(9) Includes 34,952 shares of common stock issuable upon the exercise of
options exercisable within 60 days after January 17, 2000.
(10) Includes 35,802 shares of common stock issuable upon the exercise of
options exercisable within 60 days after January 17, 2000.
(11) Includes 43,690 shares of common stock, issuable upon the exercise of
options exercisable within 60 days after January 17, 2000.
PROPOSAL 2: RATIFICATION OF APPOINTMENT
OF INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors has appointed Deloitte & Touche LLP as independent
public accountants for fiscal year 2000.
During the Company's fiscal year ended September 30, 1999 there were no
disagreements with Deloitte & Touche LLP on any matter of accounting principles
or practices, financial statement disclosure, or auditing scope or procedures,
which if not resolved to their satisfaction would have caused them to make
reference to the subject matter of the disagreements in connection with their
opinion.
The audit report of Deloitte & Touche LLP on the consolidated financial
statements of the Company for the years ended September 30, 1999 and September
24, 1998 did not contain
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any adverse opinion or disclaimer of opinion, nor was it qualified or modified
as to uncertainty, audit scope or accounting principles.
Although stockholder approval is not required, the Company desires to obtain
from the stockholders an indication of their approval or disapproval of the
Board's action in appointing Deloitte & Touche LLP as the independent public
accountants of the Company and its subsidiaries. If the stockholders do not
ratify this appointment, such appointment will be reconsidered by the Audit
Committee and the Board of Directors. The proxy will be voted as specified, and
if no specification is made, the proxy will be cast "For" this proposal.
A representative of Deloitte & Touche LLP will be present at the Annual
Meeting and will be afforded an opportunity to make a statement and to respond
to questions.
The Board of Directors recommends that the stockholders vote FOR the
ratification of the appointment of Deloitte & Touche LLP for fiscal year 2000.
SUBMISSION OF STOCKHOLDER PROPOSALS FOR
2001 ANNUAL MEETING OF STOCKHOLDERS
Any proposals which stockholders intend to present for a vote of stockholders
at the 2001 Annual Meeting of Stockholders and which such stockholders desire to
have included in the Company's Proxy Statement and form of proxy relating to
that meeting must be sent to the Company's principal executive offices, marked
to the attention of the Secretary of the Company, and received by the Company at
such offices on or before November 3, 2000. The determination by the Company of
whether it will oppose inclusion of any proposal in its Proxy Statement and form
of proxy will be made on a case-by-case basis in accordance with its judgment
and the rules and regulations promulgated by the Securities and Exchange
Commission. Proposals received after November 3, 2000 will not be considered
for inclusion in the Company's proxy materials for its 2001 Annual Meeting. In
addition, if a stockholder intends to present a matter for a vote at the 2001
Annual Meeting of Stockholders, the stockholder must give timely notice in
accordance with the Company's Bylaws. To be timely, a stockholder's notice must
be received by the Secretary of the Company at the principal executive offices
of the Company between November 3, 2000 and December 3, 2000. Each such
stockholder's notice must set forth certain additional information as specified
in the Company's Bylaws, including without limitation:
. as to each matter the stockholder proposes to bring before the meeting, a
brief description of the business desired to be brought before the meeting
and the reasons for conducting such business at the meeting, and
. the name and record address of the stockholder, the class and number of
shares of capital stock of the Company that are beneficially owned by the
stockholder, and any material interest of the stockholder in such business.
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MISCELLANEOUS
A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR ENDED
SEPTEMBER 30, 1999, INCLUDING THE FINANCIAL STATEMENTS AND SCHEDULES THERETO, AS
FILED WITH THE SECURITIES AND EXCHANGE COMMISSION WILL BE FURNISHED ON WRITTEN
REQUEST, WITHOUT CHARGE TO ANY COMPANY STOCKHOLDER. SUCH REQUESTS SHOULD BE
ADDRESSED TO JOSEPH J. DUNCAN, THE PANTRY, INC., P.O. BOX 1410, 1801 DOUGLAS
DRIVE, SANFORD, NORTH CAROLINA 27331 ((919) 774-6700).
By Order of the Board of Directors
William T. Flyg
Senior Vice President, Finance, Chief
Financial Officer and Corporate Secretary
Sanford, North Carolina
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<PAGE>
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
THE PANTRY, INC.
PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS FOR THE ANNUAL
MEETING OF STOCKHOLDERS.
The undersigned hereby appoints Peter J. Sodini and William T. Flyg proxies,
each with the full power of substitution to represent the undersigned and to
vote all of the shares of stock in The Pantry, Inc. which the undersigned is
entitled to vote at the Annual Meeting of Stockholders of said Company to be
held on Thursday, March 23, 2000, at 10:00 a.m. Eastern Daylight Savings Time,
at the North Raleigh Hilton, 3145 Wake Forest Road, Raleigh, North Carolina,
27609, and any adjournments thereof (1) as hereinafter specified upon the
proposals listed below as more particularly described in the Company's proxy
statement, receipt of which is hereby acknowledged; and (2) in their discretion
upon such other matters as may properly come before the meeting and any
adjournments thereof. In order to vote for the proposals, place an X in the
appropriate box provided below. The Board recommends a vote "FOR" each of the
proposals listed below.
1. Election of the following nominees as directors for a one year term: Peter J.
Sodini, Edfred F. Shannon, Jr., Charles P. Rullman, Todd W. Halloran, Jon D.
Ralph, Hubert E. Yarborough, III, and Peter M. Starrett
[_] FOR all nominees (except as marked to the contrary below.)
[_] WITHHOLD AUTHORITY to vote for all nominees.
(INSTRUCTION: To withhold authority to vote for any individual nominee(s) write
that nominee's name on the line provided below.)
________________________________________________________________________________
2. Ratification of the appointment of Deloitte & Touche LLP as independent
public accountants for the Company and its subsidiaries for the fiscal year
ending September 28, 2000
[_] FOR [_] AGAINST [_] ABSTAIN
PLEASE MARK, SIGN AND RETURN THIS PROXY PROMPTLY IN THE ENCLOSED ENVELOPE
(continued and to be signed on the reverse)
<PAGE>
(continued from other side)
By signing the proxy, a stockholder will also be authorizing the proxyholder to
vote in his discretion regarding any procedural motions which may come before
the Annual Meeting. For example, this authority could be used to adjourn the
meeting if the Company believes it is desirable to do so. Adjournment or other
procedural matters could be used to obtain more time before a vote is taken in
order to solicit additional proxies or to provide additional information to
stockholders. The Company has no current plans to adjourn the meeting, but
would attempt to do so if the Company believes that adjournment would promote
stockholder interests.
THE BOARD OF DIRECTORS FAVORS A VOTE "FOR" THE PROPOSALS LISTED ON THE OTHER
SIDE OF THIS PROXY AND UNLESS INSTRUCTIONS TO THE CONTRARY ARE INDICATED IN THE
SPACE PROVIDED, THIS PROXY WILL BE SO VOTED.
SHARES
Please date and sign this
Proxy and return promptly.
Dated: ______________________________, 2000
(Be sure to date proxy)
__________________________________________
Signature and title, if applicable
__________________________________________
Signature if held jointly
NOTE: Please sign your name exactly as it
appears on this card. When signing for a
corporation or partnership, or as agent,
attorney, trustee, executor, administrator,
or guardian, please indicate the capacity
in which you are signing. In the case of
joint tenants, each joint owner must sign.
2
