<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>
KBK Capital 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.:
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(3) Filing Party:
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(4) Date Filed:
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<PAGE> 2
[KBK CAPITAL CORPORATION LETTERHEAD]
April 7, 2000
Dear Fellow Stockholder:
You are cordially invited to attend the Annual Meeting of Stockholders of
KBK capital corporation at 10:00 a.m. on Tuesday, May 9, 2000. A formal notice
setting forth the business to come before the meeting and a Proxy Statement are
enclosed. The meeting will be held at the offices of the Company, 2200 City
Center II, 301 Commerce Street, Fort Worth, Texas. Parking is available in the
Calhoun Street garage located adjacent to the City Center II building.
At the meeting, you will be asked to elect two directors to serve for a
term of three years and ratify the selection by the Board of Directors of KPMG
LLP as independent accountants. These matters are described in detail in the
enclosed Proxy Statement. Your Board of Directors recommends that you vote FOR
both proposals.
I encourage you to attend the meeting in person. Whether or not you are
able to attend, please take a moment now to read the enclosed Proxy Statement
and then sign, date and mail the enclosed proxy in the postage-paid envelope so
that your vote may be counted. Regardless of the number of shares you own, it
is very important that you be represented at the Annual Meeting.
Thank you for your cooperation and continued support.
Sincerely,
/s/ ROBERT J. McGEE
-------------------------
Robert J. McGee
Chairman of the Board and
Chief Executive Officer
<PAGE> 3
[KBK CAPITAL CORPORATION LETTERHEAD]
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 9, 2000
To the Stockholders:
The 2000 Annual Meeting of Stockholders of KBK Capital Corporation will
be held at the offices of the Company, 2200 City Center II, 301 Commerce Street,
Fort Worth, Texas on Tuesday, May 9, 2000, at 10:00 a.m., local time, for the
following purposes:
1. To elect two directors to serve for a term of three years;
2. To ratify the selection by the Board of Directors of KPMG LLP as
independent auditors for the year ending December 31, 2000; and
3. To consider and act upon any other business that may properly be
brought before the meeting.
The close of business on March 21, 2000 has been fixed as the record
date for determining the stockholders entitled to notice of and to vote at the
Annual Meeting or any adjournment thereof. A list of stockholders as of the
record date will be available for examination by any stockholder at the Annual
Meeting and at the principal executive offices of the Company for the ten days
prior to the Annual Meeting.
IT IS IMPORTANT THAT YOUR STOCK BE REPRESENTED AT THE ANNUAL MEETING, NO MATTER
HOW MANY SHARES YOU OWN. PLEASE PROMPTLY COMPLETE, SIGN AND MAIL THE ENCLOSED
PROXY OR VOTING INSTRUCTION CARD IN THE ACCOMPANYING ENVELOPE, WHETHER OR NOT
YOU INTEND TO BE PRESENT AT THE ANNUAL MEETING.
By Order of the Board of Directors
/s/ DEBORAH B. WILKINSON
Deborah B. Wilkinson
Assistant Secretary
April 7, 2000
Fort Worth, Texas
<PAGE> 4
KBK CAPITAL CORPORATION
301 COMMERCE
2200 CITY CENTER II
FORT WORTH, TEXAS 76102
- --------------------------------------------------------------------------------
PROXY STATEMENT
- --------------------------------------------------------------------------------
ANNUAL MEETING OF STOCKHOLDERS
MAY 9, 2000
PROXY SOLICITATION AND VOTING OF PROXIES
This Proxy Statement and the accompanying proxy card are being
furnished to the stockholders of KBK Capital Corporation, a Delaware corporation
(the "Company"), in connection with the solicitation on behalf of the Board of
Directors of the Company of proxies for use at the Annual Meeting of
Stockholders of the Company to be held on Tuesday, May 9, 2000 at 10:00 a.m.,
local time, at 301 Commerce Street, 2200 City Center II, Fort Worth, Texas, and
at any adjournment thereof. THIS PROXY STATEMENT AND THE ACCOMPANYING PROXY CARD
ARE BEING FIRST MAILED TO STOCKHOLDERS ON OR ABOUT APRIL 7, 2000.
A proxy card is enclosed for your use. YOU ARE REQUESTED BY THE BOARD
OF DIRECTORS TO SIGN, DATE AND RETURN THE PROXY CARD IN THE ACCOMPANYING
ENVELOPE, which is postage-paid if mailed in the United States.
You may revoke your proxy at any time before it is actually voted at
the Annual Meeting by delivering written notice of revocation to the Assistant
Secretary of the Company, by submitting a subsequently dated proxy, or by
attending the meeting and voting in person. Attendance at the Annual Meeting
will not automatically revoke the proxy. Each properly executed unrevoked proxy
will be voted as indicated thereon. Where specific instructions are not
indicated, the proxy will be voted FOR the approval of the election of two
directors to serve for a term of three years, FOR the ratification of the
selection of KPMG LLP as independent auditors, and in the discretion of the
persons named as proxies with respect to any other matters that may properly be
brought before the meeting.
The Board of Directors has fixed the close of business on March 21,
2000, as the record date (the "Record Date") for determining holders of
outstanding shares of the Company's Common Stock entitled to notice of and to
vote at the Annual Meeting or any adjournment thereof. As of the Record Date,
340,000 shares of the Company's common stock were subject to issuance upon
exercise of warrants, and there were outstanding 2,940,027 shares of the
Company's Common Stock. Warrant holders are not entitled to vote at the Annual
Meeting. Each share of Common Stock is entitled to one vote. The Company's
Common Stock is the only class of outstanding securities of the Company entitled
to notice of and to vote at the Annual Meeting. The expense of preparing,
printing and mailing this Proxy Statement will be paid by the Company. Proxies
may be solicited by personnel of the Company in person, by telephone, or through
other forms of communication. The Company's personnel will not be compensated
for such solicitation.
The Company's Bylaws provide that a majority of all of the shares of
Common Stock entitled to vote, whether present in person or represented by
proxy, shall constitute a quorum for the transaction of business at the meeting.
Votes for and against, abstentions and "broker non-votes" will each be counted
as present for purposes of determining the presence of a quorum. To determine
whether a specific proposal has received sufficient votes to be passed, for
shares deemed present (whether in person or by proxy), an abstention will have
the same effect as a vote "against" the proposal. Broker non-votes will not be
included in vote totals and will have no effect on the outcome of the vote. The
affirmative vote by the holders of a majority of the shares present (whether in
person or by proxy) at the meeting will be required for the approval of the
ratification of
1
<PAGE> 5
KPMG LLP as independent auditors. With respect to the election of Directors, the
two nominees who receive the most votes at the meeting will be elected.
A copy of the Company's 1999 Annual Report on Form 10-KSB, which
includes the consolidated financial statements of the Company for the year ended
December 31, 1999, accompanies this Proxy Statement. The annual report does not
constitute a part of the proxy soliciting material.
AGENDA ITEM 1:
ELECTION OF DIRECTORS
THE BOARD OF DIRECTORS OF THE COMPANY IS DIVIDED INTO THREE CLASSES (CLASS
I, CLASS II AND CLASS III). AT EACH ANNUAL MEETING OF STOCKHOLDERS, DIRECTORS
CONSTITUTING ONE CLASS ARE ELECTED FOR A THREE-YEAR TERM. THE BOARD OF DIRECTORS
CURRENTLY CONSISTS OF SEVEN MEMBERS.
TWO DIRECTORS WILL BE ELECTED AT THE ANNUAL MEETING AS CLASS I
DIRECTORS. THE REMAINING FIVE DIRECTORS NAMED BELOW ARE NOT REQUIRED TO STAND
FOR ELECTION AT THE ANNUAL MEETING BECAUSE THEIR PRESENT TERM EXPIRES IN EITHER
2001 OR 2002. THE BOARD OF DIRECTORS HAS NOMINATED THE FOLLOWING INDIVIDUALS,
EACH OF WHOM IS AN INCUMBENT DIRECTOR, TO SERVE AS CLASS I DIRECTORS UNTIL THE
ANNUAL MEETING OF SHAREHOLDERS IN 2003 AND UNTIL SUCH TIME AS THEIR RESPECTIVE
SUCCESSORS ARE ELECTED AND QUALIFY.
R. EARL COX, III - CLASS I - THREE YEAR TERM
MARTHA V. LEONARD - CLASS I - THREE YEAR TERM
Shareholders may not cumulate their votes in the election of directors.
Although the Board of Directors has no reason to believe that any of the
nominees will be unable to serve, should any of the nominees become unable to
serve prior to the Annual Meeting, the proxies will be voted for the election of
such other persons, if any, as may be nominated by the Board of Directors.
THE BOARD OF DIRECTORS RECOMMENDS YOU VOTE FOR THE ELECTION OF THE NOMINEES
LISTED ABOVE AND YOUR PROXY WILL BE SO VOTED UNLESS YOU SPECIFY OTHERWISE.
BOARD AND NOMINEE BIOGRAPHICAL INFORMATION
Set forth below is the name and certain information regarding each of the two
nominees for election as a director under Class I, as well as each of the other
directors of the Company:
CLASS I DIRECTORS - TERM TO EXPIRE 2003:
R. EARL COX, III, 66, has served as a Director of the Company since
May 1996 and is Chairman of Tandy Crafts, Inc., a retail specialty
chain headquartered in Fort Worth, Texas. Mr. Cox is also a co-owner
of Ofco Office Furniture Stores, Inc., a chain of retail office
furniture stores and President of R.E. Cox Realty Company, a property
management company. Mr. Cox is a director of Inspire Insurance
Solutions.
MARTHA V. LEONARD, 63, has served as a Director of the Company since
May 1996 and manages her private investment portfolio. Ms. Leonard
built and developed Leonard Golf Links, a teaching/practice facility
which she has since sold. Ms. Leonard serves as a director on various
charitable and civic boards.
2
<PAGE> 6
CLASS II DIRECTORS - TERM TO EXPIRE 2001:
THOMAS M. SIMMONS, 47, has served as a Director of the Company since
October 1995. Mr. Simmons is the Managing Director in the Houston
office of SpencerStuart & Co., an executive search firm. Prior to
joining SpencerStuart, Mr. Simmons was President and Chief Executive
Officer of Transamerica Fund Management Company with assets under
management in excess of $3 billion.
HARRIS A. KAFFIE, 50, has served as a Director of the Company since
May 1996 and is a director of CCNG, Inc., a privately held oil and
natural gas exploration and production company, which also owns and
operates mid-stream natural gas assets. Mr. Kaffie is also a director
of Blue Dolphin Energy Company, a publicly held company engaged in the
exploration, acquisition, development and operation of oil and gas
properties and in oil and gas transportation and marketing.
CLASS III NOMINEES - TERM TO EXPIRE 2002:
ROBERT J. MCGEE, 45, has served as Chairman of the Board, Director and
Chief Executive Officer of the Company since he founded the Company in
February 1992 and was elected President in January 1994. Prior to his
association with the Company, Mr. McGee was Chairman of the Board of
Texas Commerce Bank, Fort Worth, National Association from September
1989 to April 1992.
DANIEL R. FEEHAN, 49, has served as a Director of the Company since
February 1992. Mr. Feehan is President and Chief Operating Officer and
a Director of Cash America International, Inc., a consumer lending
corporation, and has served in such capacities since January 1990. He
has been associated with Cash America International, Inc. since 1988.
THOMAS L. HEALEY, 66, was first elected as a Director of the Company
in April 1994. Mr. Healey retired from the law firm of Andrews & Kurth
LLP in 1993 after having been a partner or of counsel at such firm
since 1974. Since his retirement from Andrews & Kurth, Mr. Healey has
been a private investor.
COMMITTEES
The Board of Directors has established the following standing
committees:
Asset Quality Committee. The Asset Quality Committee, which is
currently comprised of Mr. Feehan (Chairman), Mr. Cox, Mr. Healey, and
Mr. McGee, is entitled to exercise all of the powers of the Board of
Directors of the Company with respect to the oversight and assessment
of the credit quality of the Company's earning asset portfolio and the
review and monitoring of the adequacy of the Company's allowance for
credit losses for any and all classes of earning assets. This
committee is responsible for the review and approval of all financing,
purchase and loan commitments that exceed the Company's house or
concentration limits, as that limit stands from time to time as
established by the full Board, provided that in the exercise of such
powers such committee shall be limited by applicable law, the Restated
Certificate of Incorporation and Bylaws of the Company and as the full
Board may otherwise direct. The Asset Quality Committee held five
meetings during 1999.
Audit Committee. The Audit Committee, which is currently comprised of
Mr. Healey (Chairman), Mr. Feehan, and Mr. Simmons, meets separately
with representatives of the Company's independent auditors and with
representatives of senior management in performing its functions. The
Audit Committee reviews the general scope of audit coverages, the fees
charged by the independent auditors, matters relating to the Company's
internal control systems, compliance with laws and regulations and
with its codes of conduct and other matters related to audit
functions. During 1999, the Audit Committee held two meetings. The
Board of Directors has adopted a written charter for the Audit
Committee which is included as Exhibit A to this Proxy Statement. All
of the Audit
3
<PAGE> 7
Committee members are independent, as independence is defined in
Section 121 (A) of the American Stock Exchange's listing standards.
Compensation Committee. The Compensation Committee, which is currently
comprised of Mr. Simmons (Chairman), Mr. Feehan, and Mr. McGee,
administers the Company's 1994 Stock Option Plan and the 1996
Long-Term Incentive Plan and has responsibility for making
recommendations to the Board of Directors with respect to the
compensation of the Company's Chief Executive Officer and its other
executive officers, and the establishment of policies dealing with
various compensation and employee benefit matters for the Company. The
Compensation Committee held three meetings during 1999.
Executive Committee. The Executive Committee, which is currently
comprised of Mr. McGee (Chairman), Mr. Feehan, Mr. Simmons, Mr.
Healey, and Mr. Kaffie, is entitled to exercise all of the powers of
the Board of Directors of the Company in the management of the
property, business and affairs of the Company to the extent permitted
by law, the Restated Certificate of Incorporation and the Bylaws of
the Company and such limits as the full Board may otherwise direct.
The Executive Committee held seven meetings during 1999.
Markets Committee. The Markets Committee, which is currently comprised
of Mr. Kaffie (Chairman), Ms. Leonard, Mr. Cox, and Mr. McGee,
compares monthly results to budget, reviews and approves new products,
the establishment of geographic markets, new offices, pricing and
strategy relative to the marketing of the Company's products, the
maintenance and improvement of the Company's competitive position in
the financial services industry generally and all matters incidental
or relating to the foregoing. The Markets Committee held eleven
meetings in 1999.
Nominating Committee. The Nominating Committee, which is currently
comprised of Mr. Simmons (Chairman), and Mr. McGee, provides
recommendations to the Board for nominees to serve as Directors of the
Company. The Nominating Committee held no meetings during 1999.
ATTENDANCE AND FEES
The Company's Board of Directors held six meetings in 1999. Each
director attended at least 75% of the total number of meetings of the Board of
Directors and the committees on which he served.
Each director who is not also an officer or employee of the Company
receives a fee of $1,500 per board meeting, $500 per committee meeting, and
reimbursement for out-of-pocket expenses incurred in connection with attendance
at meetings of the Board of Directors or committees thereof. In addition,
pursuant to the terms of the Company's 1994 Stock Option Plan, each non-employee
director automatically receives a ten-year option to purchase 5,000 shares of
Common Stock at fair market value at the date of grant each year of election as
a director, which option vests six months after the date of grant. Pursuant to
the 1994 Stock Option Plan, each of Mr. Feehan and Mr. Healey received grants
during 1999 to purchase 5,000 shares of Common Stock with an exercise price of
$5.94 per share.
AUDIT COMMITTEE REPORT
The Audit Committee has reviewed and discussed the audited financial
statements with management. In addition, the Audit Committee has discussed with
the independent auditors the matters required to be discussed by SAS 61
(Codification of Statements on Auditing Standards, AU Section 380) and has
received written disclosures and the letter from the independent accountants
required by Independence Standards Board Standard No. 1 (Independence Standards
Board Standard No. 1, Independence Discussions with Audit Committees). They have
also discussed with the independent accountants the independent accountants'
independence. Based on the Audit Committee's review and discussion as set forth
above, it has recommended to the Board of Directors that the audited financial
statements of the Company be included in the Company's Annual Report on Form
10-KSB for the year ended December 31, 1999.
4
<PAGE> 8
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
In 1994, the Company adopted a program pursuant to which officers of
the Company and its operating subsidiary could, subject to certain limitations,
borrow funds from the Company's operating subsidiary to enable them to hold
Common Stock or purchase Common Stock of the Company in the open market. The
amount of loans available under the program may not exceed $600,000, and no more
than $199,000 of loans may be extended during any calendar quarter. Such loans
bear interest at a published prime rate plus 1% (which interest may be added to
principal under certain circumstances), and are payable prior to termination of
employment under certain conditions, and in any event must be repaid within 60
days after termination of employment. Pursuant to this program, Robert J. McGee,
the Chairman of the Board and Chief Executive Officer of the Company, had a
maximum principal amount outstanding under such program during 1999 of $323,470,
including $11,375 of interest accrued in 1999 and added to principal in 2000.
Mr. McGee also has a loan applicable to other assets during 1999 with a
principal balance of $25,000. The balances outstanding as of March 21, 2000,
were $506,354 and $25,000, respectively.
During 1999, the Company continued its commercial paper program (CP
Program). Under the CP Program, certificates may be issued for terms ranging
from 30 to 270 days at interest rates comparable to the Company's alternative
unsecured funding sources. Pursuant to this program, the Company had a maximum
balance of $700,000 issued to Kenneth H. Jones, Jr., a former Director of the
Company, a maximum balance of $500,000 issued to a former shareholder associated
with Coastal Capital Financial Resources, Inc., which was acquired by the
Company in December 1994, and a maximum balance of $100,000 issued as a result
of client collateral requirements. The rates paid to Mr. Jones were consistent
with the rates paid to other participants for similar terms. At March 21, 2000,
the Company had a balance of $100,000 under the CP Program.
SHARE OWNERSHIP OF DIRECTORS, EXECUTIVE OFFICERS
AND CERTAIN BENEFICIAL OWNERS
The following table sets forth the beneficial ownership of Common Stock
as of March 21, 2000, for each director and director nominee, each executive
officer named in the Summary Compensation Table included under the heading
"Information Concerning Executive Officers," all directors and executive
officers of the Company as a group and each person known by the Company to own
beneficially more than 5% of the Company's outstanding Common Stock. Except as
otherwise indicated, the persons listed below have sole voting and investment
power over the shares beneficially owned by them.
<TABLE>
<CAPTION>
SHARES OWNED BENEFICIALLY
-------------------------
NAME NUMBER PERCENT
- ---- ------ -------
<S> <C> <C>
Robert J. McGee (1)(2) 1,150,095 34.9%
Harris A. Kaffie (2)(4) 313,400 9.5%
Daniel R. Feehan (2)(3) 210,000 6.4%
Jack R. Roper (2) 41,632 1.3%
Thomas L. Healey (2) 25,000 *
L. Allen Jarboe (2) 24,755 *
Thomas M. Simmons (2) 22,900 *
R. Earl Cox, III (2) 16,950 *
Martha V. Leonard (2) 16,000 *
Deborah B. Wilkinson (2) 1,557 *
All directors and executive officers
as a group (10 persons) (1)(2)(3)(4) 1,822,289 55.3%
Sirmon Commercial Finance, L.L.C. (1)(5) 328,795 10.0%
Orbis Pension Trustee Limited (6) 280,000 8.5%
Derby Trust plc (6) 120,000 3.6%
Dimensional Fund Advisors, Inc. (7) 267,500 8.1%
</TABLE>
- -----------------------
* Less than one percent
5
<PAGE> 9
1. Includes 100,000 shares owned by trusts for the benefit of Mr. McGee's
children, as to which shares Mr. McGee disclaims beneficial ownership. Also
includes 328,795 shares, owned by Sirmon Commercial Finance, L.L.C. and
held in escrow, as to which Mr. McGee shares voting power pursuant to a
Voting Agreement and Irrevocable Proxy entered into in connection with the
Company's repurchase of shares from former shareholders of Coastal
Financial Resources, Inc., which was acquired by the Company in 1994. See
discussion below. Mr. McGee's address is 2200 City Center II, 301 Commerce
Street, Fort Worth, Texas 76102.
2. Includes shares issuable upon exercise of stock options exercisable within
60 days as follows: Mr. McGee - 17,200; Mr. Kaffie - 15,000; Mr. Feehan -
30,000; Mr. Roper - 40,600; Mr. Simmons - 15,000; Mr. Healey - 25,000; Mr.
Cox - 10,000; Ms. Leonard - 10,000; Mr. Jarboe - 9,200; Ms. Wilkinson -
800; all directors and executive officers as a group - 172,800.
3. 180,000 of the shares shown are issuable upon exercise of warrants
(including 40,000 shares issuable upon exercise of warrants owned by trusts
for the benefit of Mr. Feehan's children). Mr. Feehan's address is 1600 W.
7th Street, Fort Worth, Texas 76102.
4. 10,000 of such shares are owned by a trust for the benefit of Mr. Kaffie's
child of which Mr. Kaffie is trustee and as to which Mr. Kaffie disclaims
beneficial ownership.
5. The address of Sirmon Commercial Finance, L.L.C., is P.O. Box 777,
Abbeville, Louisiana 70511.
6. The address of the Orbis Pension Trustees Limited and Derby Trust plc is 1
Connaught Place, London, W2 2DY. Orbis Pension Trustees Limited and Derby
Trust plc are managed by Chatsworth Management Services Limited, at the
same address, and may, for the purposes of the rules and regulations of the
Securities and Exchange Commission, be deemed to beneficially own these
shares.
7. The address of Dimensional Fund Advisors, Inc. is 1299 Ocean Avenue, 11th
Floor, Santa Monica, CA 90401.
Pursuant to an agreement with certain former holders of the capital stock
of Coastal Financial Resources, Inc. under which the Company acquired such
holders' capital stock of Coastal Financial Resources, Inc. and issued in
connection therewith 500,000 shares of Common Stock of the Company, each such
holder has agreed for a ten-year period commencing December 30, 1994 to vote all
Common Stock beneficially owned by such holder, with respect to each matter
submitted to the stockholders of the Company, in the same proportion as the
stockholders of the Company (other than such holders) vote their shares of
Common Stock. As a result, approximately 11% of the outstanding Common Stock of
the Company will be voted at the Annual Meeting with respect to each matter in
the same proportion as the stockholders of the Company (other than such holders)
vote their shares.
In addition, the Voting Agreement and Irrevocable Proxy between the Company
and the former shareholders of Coastal Financial Resources, Inc. provides that
any shares of Common Stock held in the escrow will be voted in accordance with
the recommendations of management for the term of the escrow.
6
<PAGE> 10
INFORMATION CONCERNING EXECUTIVE OFFICERS
EXECUTIVE OFFICERS
The following table sets forth certain information about the executive
officers of the Company:
<TABLE>
<CAPTION>
Name Age Position
---- --- ---------
<S> <C> <C>
Robert J. McGee 45 Director, Chairman of the
Board and Chief Executive Officer
Jack R. Roper 46 Executive Vice President-Systems
and Administration
L. Allen Jarboe 47 Executive Vice President and
Chief Credit Officer
Deborah B. Wilkinson 49 Executive Vice President, Chief Financial
Officer and Assistant Secretary
</TABLE>
ROBERT J. MCGEE - see "ELECTION OF DIRECTORS" above.
JACK R. ROPER has served as Executive Vice President of Operations for
KBK since January, 1994. He has been an executive officer of the
Company's operating subsidiary, KBK Financial, Inc., since 1989. From
1986 through 1989, Mr. Roper was senior consultant with KPMG LLP.
Prior to 1986, Mr. Roper served as regional President for U-Haul and
was self employed.
L. ALLEN JARBOE was named Executive Vice President and Chief Credit
Officer of KBK Capital Corporation and the Company's operating
subsidiary effective April 1998. Prior to joining the Company, Mr.
Jarboe served as Director of Corporate/Commercial Assets for Barnett
Banks, Inc. in Jacksonville, Florida from 1991 to 1998.
DEBORAH B. WILKINSON joined the Company's operating subsidiary in
March 1997 as Vice President and Controller of the Company. Effective
July 1999 Ms. Wilkinson was named Executive Vice President and Chief
Financial Officer of KBK Capital Corporation and the Company's
operating subsidiary. Prior to joining the Company, Ms. Wilkinson was
Senior Vice President and Controller for First State Bank of Texas in
Denton, Texas from 1990 to March 1997.
The Company's executive officers are elected annually by, and serve at
the discretion of, the Board of Directors.
COMPENSATION OF EXECUTIVE OFFICERS
The table below sets forth the compensation paid or accrued for
services rendered in all capacities to the Company during the last three fiscal
years to the Company's Chief Executive Officer and each of the Company's most
highly compensated executive officers (the "Named Executives") who earned more
than $100,000 in combined salary and bonus.
7
<PAGE> 11
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
ANNUAL COMPENSATION COMPENSATION AWARDS
---------------------------------------------------------- SECURITIES UNDERLYING
OTHER ANNUAL STOCK OPTIONS
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS COMPENSATION (NUMBER OF SHARES)
- --------------------------- ---- ------ ----- ------------ ---------------------
<S> <C> <C> <C> <C> <C>
Robert J. McGee 1999 $246,109 -- * 20,000
Chairman of the Board, 1998 $247,833 $100,000 * 6,000
and Chief Executive Officer 1997 $224,000 -- * --
J. Dugan Smith (1) 1999 $163,593 -- * --
Executive Vice President 1998 $218,333 $ 75,000 * 9,760
1997 $176,667 -- * 60,716
Jack R. Roper (2) 1999 $155,166 -- $13,899 (2) 40,160
Executive Vice President 1998 $148,750 $ 20,000 $14,609 (2) 4,880
of Servicing 1997 $135,504 -- $15,000 (2) 17,858
L. Allen Jarboe (3)(4) 1999 $163,479 -- * 35,317
Executive Vice President 1998 $125,019 $ 50,000 (4) * 41,000
and Chief Credit Officer
Deborah B. Wilkinson (5) 1999 $125,182 -- * 33,437
Executive Vice President 1998 $115,708 $ 30,000 * 5,253
& Chief Financial Officer 1997 $85,417 -- * 11,904
Jay K. Turner (4)(6) 1999 $166,481 -- * --
Executive Vice President 1998 $156,490 $ 25,000 (4) * 41,000
and Chief Financial Officer
</TABLE>
- --------------------------
*Less than 10% of combined salary and bonus.
(1) Mr. Smith joined the Company in May 1996 and resigned in June 1999.
(2) Mr. Roper received a pro-rated moving allowance during 1996 through 1999.
(3) Mr. Jarboe joined the Company in April 1998.
(4) Mr. Jarboe and Mr. Turner received signing bonuses upon employment with the
Company.
(5) Ms. Wilkinson joined the Company in March 1997.
(6) Mr. Turner joined the Company in February 1998 and resigned from the
Company in May 1999.
8
<PAGE> 12
STOCK OPTION GRANTS IN 1999
The following table contains certain information concerning stock
options granted to the Named Executives in 1999.
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
------------------------------------------------------------------------------------------------------------
NUMBER OF PERCENT OF
NAME SECURITIES TOTAL OPTIONS
UNDERLYING GRANTED TO EXERCISE
OPTIONS EMPLOYEES IN PRICE GRANT EXPIRATION
GRANTED FISCAL YEAR (PER SHARE) DATE DATE
------------------------- ----------------- ----------------- --------------- -------------- ---------------
<S> <C> <C> <C> <C> <C>
Robert J. McGee 20,000 10.1% $5.38 10/20/99 10/19/04
L. Allen Jarboe 20,000 10.1% $5.38 10/20/99 10/19/04
15,317 7.7% $5.06 9/13/99 5/21/07
Jack R. Roper 20,000 10.1% $5.38 10/20/99 10/19/04
20,160 10.2% $5.06 9/13/99 5/21/07
Deborah B. Wilkinson 20,000 10.1% $5.38 10/20/99 10/19/04
13,437 6.8% $5.06 9/13/99 5/21/07
</TABLE>
STOCK OPTION EXERCISES IN 1999; VALUE OF UNEXERCISED STOCK OPTIONS
The following table contains certain information concerning the value
of unexercised options at December 31, 1999. No stock options were exercised by
the Named Executives in 1999.
<TABLE>
<CAPTION>
NUMBER OF SECURITIES UNDERLYING VALUE ($) OF UNEXERCISED IN-THE-MONEY
UNEXERCISED OPTIONS AT YEAR-END OPTIONS AT YEAR-END (1)
EXERCISABLE/ EXERCISABLE/
NAME UNEXERCISABLE UNEXERCISABLE
- ---- ------------- -------------
<S> <C> <C>
Robert J. McGee 13,200/32,800 0/0
Jack R. Roper 38,600/66,298 0/0
L. Allen Jarboe 5,200/71,117 0/0
Deborah B. Wilkinson 800/49,794 0/0
</TABLE>
(1) Based upon the difference between the closing price of the Company's Common
Stock of $3.375 on December 31, 1999 (the last trading day of 1999) and the
exercise price.
9
<PAGE> 13
CHANGE OF CONTROL EMPLOYMENT AGREEMENTS
The Company has entered into Change of Control Employment Agreements
with four of its executive officers, Messrs. McGee, Roper, Jarboe and Ms.
Wilkinson, which provide that from and after a Change of Control (as defined
therein) until the second anniversary of the Effective Date of the Change of
Control, if (i) the Company terminates employment of the executive for any
reason other than for Cause (as defined therein), death or disability, (ii) the
executive terminates employment for Good Reason (as defined therein), or (iii)
the executive terminates employment after the first anniversary for any reason
or no reason, such executive will be entitled to a payment equal to two years'
base salary, continued health coverage for one year from the date of termination
or through the end of the second anniversary of the Effective Date of the Change
of Control, whichever is longer, and the extension of certain rights under the
Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("COBRA").
For purposes of the Change of Control Employment Agreements, a Change of Control
occurs if (i) the Company is not the surviving entity in any merger or
consolidation (or survives only as a subsidiary of an entity other than a
previously wholly-owned subsidiary of the Company), (ii) the Company sells,
leases or exchanges or agrees to sell, lease or exchange all or substantially
all of its assets to any other person or entity (other than a wholly-owned
subsidiary of the Company), (iii) the Company is to be dissolved and liquidated,
(iv) any person or entity, including a group as contemplated by Section 13(d)(3)
of the Securities Exchange Act of 1934, as amended, acquires or gains ownership
or control (including, without limitation, power to vote) of more than 50% of
the outstanding shares of capital stock of the Company, or (v) as a result of or
in connection with any cash tender or exchange offer, merger or other business
combination, sale of assets or a contested election for the Board of Directors,
or any combination of the foregoing transactions (a "Transaction"), the persons
who were directors of the Company before such Transaction shall cease to
constitute a majority of the Board.
AGENDA ITEM 2:
RATIFICATION OF THE SELECTION OF INDEPENDENT AUDITORS
The stockholders are asked to ratify the Board of Directors'
appointment of KPMG LLP, an independent certified public accounting firm, to
audit the consolidated financial statements of the Company for 2000. KPMG LLP
has audited the books of the Company since its inception in 1992 and has audited
the books of the Company's operating subsidiary since 1962. Representatives of
KPMG LLP are expected to be at the Annual Meeting with the opportunity to make a
statement if they desire, and will also be available to answer appropriate
questions.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR THE RATIFICATION OF
THE SELECTION OF KPMG LLP AS THE INDEPENDENT AUDITORS AND YOUR PROXY WILL BE SO
VOTED UNLESS YOU SPECIFY OTHERWISE.
STOCKHOLDER PROPOSALS AND DIRECTOR NOMINATIONS
Stockholders may propose matters to be presented at stockholders'
meetings and may also nominate persons to be directors, subject to the formal
procedures that have been established by the Company and by the rules of the
Securities and Exchange Commission.
PROPOSALS FOR THE 2001 ANNUAL MEETING
Pursuant to rules promulgated by the Securities and Exchange
Commission, any proposals of holders of the Company's Common Stock intended to
be presented at the Annual Meeting of Stockholders of the Company to be held in
2001 and included in the Company's proxy statement and form of proxy relating to
that meeting must be received by the Company, addressed to Deborah B. Wilkinson,
Assistant Secretary, 301 Commerce Street, 2200 City Center II, Fort Worth, Texas
76102, NO LATER THAN DECEMBER 1, 2000. Such proposals must be in conformity with
all applicable legal provisions, including Rule 14a-8 of the General Rules and
Regulations under the Securities Exchange Act of 1934, as amended.
10
<PAGE> 14
In addition to the Securities and Exchange Commission rules described
in the preceding paragraph, the Company's Bylaws provide that, at any annual
meeting of stockholders, only such business shall be conducted as shall have
been properly brought before the annual meeting. To be properly brought before
an annual meeting, business must be (i) specified in the notice of meeting (or
any supplement thereto) given by or at the direction of the Board of Directors,
(ii) otherwise properly brought before the meeting by or at the direction of the
Board of Directors, or (iii) otherwise properly brought before the meeting by a
stockholder of the Company who is a stockholder of record at the time of giving
of the required notice described below, who shall be entitled to vote at such
meeting and who complies with the following notice procedures. For business to
be properly brought before an annual meeting by a stockholder, the stockholder,
in addition to any other applicable requirements, must have given timely notice
thereof in writing to the Assistant Secretary of the Company. TO BE TIMELY FOR
THE 2001 ANNUAL MEETING, A STOCKHOLDER'S NOTICE MUST BE DELIVERED TO OR MAILED
AND RECEIVED AT THE PRINCIPAL EXECUTIVE OFFICES OF THE COMPANY AT 301 COMMERCE
STREET, 2200 CITY CENTER II, FORT WORTH, TEXAS 76102 ON OR BEFORE FEBRUARY 1,
2001. A stockholder's notice to the Assistant Secretary shall set forth as to
each matter the stockholder proposes to bring before the annual meeting: (a) a
brief description of the business desired to be brought before the annual
meeting and the reasons for conducting such business at the annual meeting, (b)
the name and address, as they appear on the Company's books, of the stockholder
proposing such business, (c) the class and number of shares of voting stock of
the Company which are beneficially owned by the stockholder, (d) a
representation that the stockholder intends to appear in person or by proxy at
the meeting to bring the proposed business before the annual meeting, and (e) a
description of any material interest of the stockholder in such business. A
stockholder must also comply with all applicable requirements of the Securities
Exchange Act of 1934, as amended, and the rules and regulations thereunder with
respect to any such proposal.
NOMINATIONS FOR THE 2001 ANNUAL MEETING AND SPECIAL MEETINGS
Pursuant to the Company's Bylaws, only persons who are nominated in
accordance with the procedures set forth in the Bylaws and who are less than 70
years of age at the time of nomination or election are eligible for election as
directors. Nominations of persons for election to the Board of Directors of the
Company may be made at a meeting of stockholders (a) by or at the direction of
the Board of Directors or (b) by any stockholder of the Company who is a
stockholder of record at the time of giving of notice described below, who shall
be entitled to vote for the election of directors at the meeting and who
complies with the notice procedures described below. Such nominations, other
than those made by or at the direction of the Board of Directors, shall be made
pursuant to timely notice in writing to the Secretary of the Company. TO BE
TIMELY, A STOCKHOLDER'S NOTICE SHALL BE DELIVERED TO OR MAILED AND RECEIVED AT
THE PRINCIPAL EXECUTIVE OFFICES OF THE COMPANY AT 301 COMMERCE STREET, 2200 CITY
CENTER II, FORT WORTH, TEXAS 76102 (i) WITH RESPECT TO AN ELECTION TO BE HELD AT
THE 2001 ANNUAL MEETING OF THE STOCKHOLDERS OF THE COMPANY, ON OR BEFORE
FEBRUARY 1, 2001, and (ii) with respect to an election to be held at a special
meeting of stockholders of the Company for the election of directors not later
than the close of business on the tenth (l0th) day following the day on which
notice of the date of the special meeting was mailed to stockholders of the
Company or public disclosure of the date of the special meeting was made,
whichever first occurs. Such stockholder's notice to the Secretary shall set
forth (x) as to each person whom the stockholder proposes to nominate for
election or re-election as a director, all information relating to such person
that is required to be disclosed in solicitations of proxies for election of
directors, or is otherwise required, pursuant to Regulation 14A under the
Securities Exchange Act of 1934, as amended (including such person's written
consent to being named in the proxy statement as a nominee and to serve as a
director, if elected), and (y) as to the stockholder giving the notice (i) the
name and address, as they appear on the Company's books, of such stockholder and
(ii) the class and number of shares of voting stock of the Company which are
beneficially owned by such stockholder. At the request of the Board of
Directors, any person nominated by the Board of Directors for election as a
director shall furnish to the Secretary of the Company that information required
to be set forth in a stockholder's notice of nomination which pertains to the
nominee. A stockholder must also comply with all applicable requirements of the
Securities Exchange Act of 1934, as amended, and the rules and regulations
thereunder with respect to nominations of directors.
11
<PAGE> 15
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended,
requires the Company's executive officers and directors, and persons who own
more than 10% of the Common Stock of the Company, to file with the Securities
and Exchange Commission initial reports of ownership and reports of changes in
ownership of Common Stock and other equity securities of the Company. Such
persons are required also to furnish to the Company copies of all such forms
filed. To the Company's knowledge, based solely on review of the copies of such
reports furnished to the Company or on written representations from certain
reporting persons that all of the Company's executive officers, directors and
more than 10% stockholders timely made all required filing under Section 16(a)
of the Securities Exchange Act of 1934, as amended.
GENERAL
The Board of Directors knows of no other matters to be brought before
the Annual Meeting. However, if other matters should properly be brought before
the Annual Meeting, the persons named in the accompanying proxy will vote such
proxy in accordance with their judgment on such matters. A copy of the Company's
Form 10-KSB as filed with the Securities and Exchange Commission may be obtained
without charge (except for exhibits to the report) by written request made to
the Corporate Secretary, KBK Capital Corporation, 301 Commerce Street, 2200 City
Center II, Fort Worth, Texas 76102.
12
<PAGE> 16
EXHIBIT A
KBK CAPITAL CORPORATION
BOARD OF DIRECTORS
AUDIT COMMITTEE CHARTER
The Audit Committee shall review the Company's auditing, accounting and
financial reporting processes, its systems of internal controls regarding
accounting, finance, compliance with laws and regulations and with its codes of
conduct, provide an open avenue of communication among the outside auditors,
senior management and the board of directors, and in all matters relating to the
annual audit of the Company's financial statements and the Company's relations
with its independent auditors, the Audit Committee shall have and may exercise
all of the authority of the Board, subject to the limitations, if any, of the
Corporate Bylaws, and any applicable sections of the Delaware General
Corporation Law; and, without limiting the generality of the foregoing, the
following Charter for the Audit Committee is hereby adopted:
COMPOSITION
o The Audit Committee shall consist of not less than three independent
directors, each of whom shall be financially literate and at least one of
whom shall have accounting or related financial management expertise. The
qualifications required of audit Committee members shall be interpreted in
conformity with Section 121 of The American Stock Exchange's Listing
Standards.
o The Chairman of the Audit committee shall be selected by the Board.
o The Audit Committee shall meet at least quarterly. Additional meetings
shall be scheduled as deemed appropriate.
ROLES AND RESPONSIBILITIES - RELATIONSHIP WITH OUTSIDE AUDITORS
o The Company's outside auditors are ultimately responsible to the Board and
the Audit Committee. The Audit Committee has the ultimate authority and
responsibility to select, evaluate and replace the outside auditors.
o Management is responsible for preparing the Company's financial statements.
The Company's outside auditors are responsible for auditing the financial
statements. The activities of the Audit Committee are in no way designed to
supersede or alter these traditional responsibilities.
o The Audit Committee is responsible for ensuring its receipt from the
outside auditors of a formal written statement delineating all
relationships between the auditor and the Company, consistent with
Independence Standards Board Standard 1.
INTERNAL CONTROLS
o Evaluate whether management is setting the appropriate tone at the top by
communicating the importance of internal controls.
o Focus on the extent to which outside auditors review computer systems and
applications, the security of such systems and applications, and the
contingency plan for processing financial information in the event of a
systems breakdown.
1
<PAGE> 17
o Gain an understanding of whether internal control recommendations made by
outside auditors have been implemented by management.
o The Audit Committee is responsible for actively engaging in a dialogue with
the auditors with respect to any disclosed relationships or services that
may impact the objectivity and independence of the auditors and taking
appropriate action to oversee the independence of the outside auditors.
o Request that the internal and outside auditors inform the Audit Committee
of any fraud, illegal acts, deficiencies in internal controls that come to
the Auditors' attention and such other matters as the auditors conclude
should be brought to the attention of the Audit Committee.
FINANCIAL REPORTING
General
o Review significant accounting and reporting issues applicable to the
Company, including recent professional and regulatory pronouncements and
understand their impact on the financial statements.
o Ask management and the internal and outside auditors about significant
risks and exposures and the plans to minimize such risks.
Annual Financial Statements
o Review the annual financial statements and determine whether they are
complete and consistent with the information known to Audit committee
members, and assess whether the financial statements reflect appropriate
accounting principles.
o Pay particular attention to complex or unusual transactions.
o Meet with management and separately with the outside auditors to review the
financial statements and the results of the audit.
o Consider management's handling of proposed audit adjustments identified by
the outside auditors.
o Review the MD&A and other sections of the Company's Form 10-K Annual Report
before its release and consider whether the information is adequate and
consistent with members' knowledge about the Company and its operations.
Interim Financial Statements
o Be briefed on how management develops and summarizes quarterly financial
information and the extent to which the outside auditors review quarterly
financial information.
o Meet with management and, if a pre-issuance review was completed, review
the interim financial statements and the results of the review with the
outside auditors.
o Obtain explanations from management and from the outside auditors on
whether:
- Actual financial results for the quarter or interim period varied
significantly from budgeted or projected results.
- Changes in financial ratios and relationships in the interim financial
statements are consistent with changes in the Company's operations and
financing practices.
- Generally accepted accounting principles have been consistently
applied.
- There are any actual or proposed changes in accounting or financial
reporting practices.
- There are any significant or unusual events or transactions.
- The Company's financial and operating controls are functioning
effectively.
- The Company has complied with the terms of loan agreements.
- The interim financial statements contain adequate and appropriate
disclosures.
2
<PAGE> 18
COMPLIANCE WITH LAWS AND REGULATIONS
o Review the effectiveness of the system for monitoring compliance with laws
and regulations and the results of management's investigation and follow-up
(including disciplinary action) on any fraudulent acts or account
irregularities.
o Periodically obtain updates from management regarding compliance.
o Be satisfied that regulatory compliance matters have been considered in the
preparation of the financial statements.
o Review the findings of any examinations by regulatory agencies such as the
Securities and Exchange Commission which have supervisory authority over
the Company.
COMPLIANCE WITH CODES OF CONDUCT
o Evaluate whether management is setting the appropriate tone at the top by
communicating the importance of the Company's codes of conduct and the
guidelines for acceptable business practices.
o Review the program for monitoring compliance with the codes of conduct.
OUTSIDE AUDIT
o Review the outside auditors' proposed audit scope and approach.
o Review the performance of the outside auditors and recommend to the Board
the appointment or discharge of the outside auditors.
o Review and confirm the independence of the outside auditors by reviewing
the nonaudit services provided and the auditors' assertion of their
independence in accordance with professional standards.
OTHER RESPONSIBILITIES
o Meet with the outside auditors, management and any employee seeking to meet
with the Audit Committee about any matter within its purview in separate
executive sessions to discuss any matters that the Committee or these
persons believe should be discussed privately.
o Ensure that significant findings and recommendations made by the internal
and outside auditors are received and discussed on a timely basis.
o Review, with the Company's counsel, any legal matters that could have a
significant impact on the Company's financial statements.
o Review the policies and procedures in effect for considering officers'
expenses and perquisites.
o Perform other oversight functions as requested by the Board.
REPORTING RESPONSIBILITIES
o Regularly update the Board about Audit Committee activities and make
appropriate recommendations.
3
<PAGE> 19
KBK CAPITAL CORPORATION
301 COMMERCE, 2200 CITY CENTER II
FORT WORTH, TEXAS 76102
PROXY FOR 2000 ANNUAL MEETING
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS FOR THE
ANNUAL MEETING OF STOCKHOLDERS ON MAY 9, 2000. THIS PROXY WILL BE VOTED IN THE
MANNER DIRECTED. IN THE ABSENCE OF DIRECTION, THIS PROXY WILL BE VOTED "FOR"
ITEMS 1 AND 2 BELOW AND IN THE DISCRETION OF THE PERSONS VOTING THE PROXY WITH
RESPECT TO ANY OTHER MATTERS THAT MAY PROPERLY BE PRESENTED AT THE MEETING OR
ANY ADJOURNMENTS THEREOF.
As evidenced by the signatures hereon, the undersigned hereby appoints
Robert J. McGee and Deborah B. Wilkinson, or any one of them, as proxies, each
with full power of substitution, to represent and vote all shares of Common
Stock of KBK Capital Corporation (the "Company") that the undersigned is
entitled to vote at the 2000 Annual Meeting of Stockholders of the Company to be
held in Fort Worth, Texas on May 9, 2000, at 10:00 a.m., (local time), and all
adjournments and postponements thereof. Said proxies are directed to vote as
instructed herein on the matters set forth and otherwise at their discretion.
Receipt of a copy of the Notice of the 2000 Annual Meeting and Proxy Statement
is hereby acknowledged.
CONTINUED AND TO BE SIGNED AND DATED ON REVERSE SIDE
<PAGE> 20
<TABLE>
<CAPTION>
<S> <C> <C> <C>
1. Election of Directors FOR all nominees [ ] WITHHOLD AUTHORITY to vote [ ] *EXCEPTIONS [ ]
listed below. for all nominees listed below.
Nominees: Class I - Term to expire 2003: R. Earl Cox, III and Martha V. Leonard
(INSTRUCTIONS: To withhold authority to vote for any individual nominee, mark
the "Exceptions" box and write that nominee's name in the space provided below.)
*Exceptions_________________________________________________________________________________________________________
2. Ratification of the selection of KPMG LLP 3. In their discretion, upon any other business which may
as independent auditors for the fiscal year ending December 31, 2000 properly come before said meeting.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
Change of Address or [ ]
Comments Mark Here
Please sign exactly as name appears hereon.
Joint owners must each sign. When signing as
attorney, executor, administrator, trustee
or guardian, please give full title as it
appears hereon. If held by a corporation,
please sign in full corporate name by the
president or other authorized officer.
Dated:_______________________________________,2000
---------------------------------------------------
Signature(s) of Stockholders(s) ________
---------------------------------------------------
Signature(s) of Stockholders(s) ________
Please sign exactly as your name appears, mark any address correction, date and
return this proxy using the enclosed envelope. Votes must be indicated [ ]
(X) in Black or Blue ink.
</TABLE>
