TRACK DATA CORPORATION
56 PINE STREET
NEW YORK, NY 10005
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD OCTOBER 21, 1999
TO THE STOCKHOLDERS OF TRACK DATA CORPORATION:
The Annual Meeting of Stockholders of Track Data Corporation (the
"Company") will be held at 95 Rockwell Place, Brooklyn, New York, 11217, Fifth
Floor Conference Room, at 10:00 A.M. on Thursday, October 21, 1999, for the
following purposes:
(1) To elect seven Directors of the Company to hold office until the next
Annual Meeting of Stockholders and until their successors have been duly elected
and qualified;
(2) To ratify the selection and appointment by the Company's Board of
Directors of Grant Thornton LLP, independent auditors, as auditors for the
Company for the year ended December 31, 1999; and
(3) To consider and transact such other business as may properly come before
the meeting or any adjournments thereof.
A Proxy Statement, form of Proxy, the Annual Report to Stockholders of the
Company for the year ended December 31, 1998 and for the six months ended June
30, 1999 and 1998 are enclosed herewith. Only holders of record of Common Stock
of the Company at the close of business on September 15, 1999 will be entitled
to notice of and to vote at the Annual Meeting and any adjournments thereof. A
complete list of the stockholders entitled to vote will be available for
inspection by any stockholder during the meeting; in addition, the list will be
open for examination by any stockholder, for any purpose germane to the meeting,
during ordinary business hours, for a period of at least ten days prior to the
meeting at the office of the Secretary of the Company, located at 95 Rockwell
Place, Brooklyn, New York 11217.
New York, New York By Order of the Board of Directors,
September 21, 1999
Martin Kaye
Secretary
ALL STOCKHOLDERS ARE CORDIALLY INVITED TO ATTEND THE MEETING. IF YOU DO
NOT EXPECT TO BE PRESENT, PLEASE SIGN AND DATE THE ENCLOSED FORM OF PROXY AND
RETURN IT PROMPTLY USING THE ENCLOSED ENVELOPE. NO POSTAGE IS REQUIRED IF
MAILED IN THE UNITED STATES. ANY PERSON GIVING A PROXY HAS THE POWER TO REVOKE
IT AT ANY TIME PRIOR TO ITS EXERCISE AND IF PRESENT AT THE MEETING MAY WITHDRAW
IT AND VOTE IN PERSON. ATTENDANCE AT THE MEETING IS LIMITED TO STOCKHOLDERS,
THEIR PROXIES AND INVITED GUESTS OF THE COMPANY.
<PAGE>
<PAGE>
TRACK DATA CORPORATION
56 PINE STREET
NEW YORK, NEW YORK 10005
PROXY STATEMENT
This Proxy Statement is furnished in connection with the solicitation by
the Board of Directors of Track Data Corporation (the "Company") of proxies in
the form enclosed. Such Proxies will be voted at the Annual Meeting of
Stockholders of the Company to be held at 95 Rockwell Place, Brooklyn, New York,
11217, Fifth Floor Conference Room, at 10:00 A.M. on Thursday, October 21, 1999
(the "Meeting") and at any adjournments thereof for the purposes set forth in
the accompanying Notice of Annual Meeting of Stockholders.
This Proxy Statement and accompanying Proxy are being mailed on or about
September 21, 1999 to all stockholders of record on September 15, 1999 (the
"Record Date").
Any stockholder giving a Proxy has the power to revoke the same at any time
before it is voted. The cost of soliciting Proxies will be borne by the
Company. The Company has no contract or arrangement with any party in
connection with the solicitation of proxies. Following the mailing of the Proxy
materials, solicitation of Proxies may be made by officers and employees of the
Company by mail, telephone, telegram or personal interview. Properly executed
Proxies will be voted in accordance with instructions given by stockholders at
the places provided for such purpose in the accompanying Proxy. Unless contrary
instructions are given by stockholders, it is intended to vote the shares
represented by such Proxies FOR the election of the seven nominees for director
named herein and FOR the selection of Grant Thornton LLP as independent
auditors. The current members of the Board of Directors presently hold voting
authority for Common Stock representing an aggregate of 11,684,645 votes, or
approximately 74.6% of the total number of votes eligible to be cast at the
Annual Meeting. The members of the Board of Directors have indicated their
intention to vote affirmatively on all of the proposals.
VOTING SECURITIES
Stockholders of record as of the close of business on the Record Date will
be entitled to notice of, and to vote at, the Meeting or any adjournments
thereof. On the Record Date there were 15,652,890 outstanding shares of common
stock, par value $.01 per share (the "Common Stock"). Each holder of Common
Stock is entitled to one vote for each share held by such holder. The presence,
in person or by proxy, of the holders of a majority of the outstanding shares of
Common Stock is necessary to constitute a quorum at the Meeting. Proxies
submitted which contain abstentions or broker non-votes will be deemed present
at the Meeting in determining the presence of a quorum.
<PAGE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The following table sets forth, as of July 31, 1999, information regarding
the beneficial ownership of the Company's Common Stock based upon the most
recent information available to the Company for (i) each person known by the
Company to own beneficially more than five (5%) percent of the Company's
outstanding Common Stock, (ii) each of the Company's officers and directors and
(iii) all officers and directors of the Company as a group. Unless otherwise
indicated, each stockholder's address is c/o the Company, 56 Pine Street, New
York, New York 10005.
<TABLE>
<CAPTION>
<BTB>
<S> <C> <C>
SHARES OWNED BENEFICIALLY (1)
NAME NO. OF SHARES % OF CLASS
- ---- ----------------------------- -----------
Barry Hertz (2) 11,473,645 73.2%
Morton Mackof (3) 227,000 1.4%
Alan Schnelwar (4) 22,500 *
Martin Kaye (4) 22,500 *
Jack Spiegelman (5) 16,000 *
E. Bruce Fredrikson (4)
Syracuse University
School of Management
Syracuse, NY 13244 19,000 *
Stanley Stern (6) 18,000 *
All Officers and Directors as a Group
(seven persons)(2)(3)(4)(5)(6) 11,798,645 74.8%
</TABLE>
--------------
* = less than 1%
(1) Except as noted otherwise, all shares are owned beneficially and of
record. Based on 15,652,890 shares outstanding.
(2) Consists of 11,010,745 shares owned by Mr. Hertz and 442,900 shares
owned by Trusts established in the names of Mr. Hertz's children. Also includes
20,000 options which are presently exercisable under the Company's Stock Option
Plans.
(3) Consists of 30,000 shares owned of record and 182,000 shares held in the
Track Data Phantom Unit Trust to be released upon his termination of association
with the Company, or earlier with approval of the Board of Directors. Also
includes 15,000 options owned by Third Millennium Technology, Inc., a
corporation controlled by Mr. Mackof.
(4) Consists of shares issuable upon the exercise of presently exercisable
options granted under the Company's Stock Option Plans.
(5) Consists of 1,000 shares owned by his wife as to which Mr. Spiegelman
disclaims beneficial interest and 15,000 shares issuable upon the exercise of
presently exercisable options granted under the Company's Stock Option Plans.
(6) Consists of 4,000 shares owned of record and 14,000 shares held in the
Track Data Phantom Unit Trust to be released upon his termination of association
with the Company, or earlier with approval of the Board of Directors.
<PAGE>
ITEM I. ELECTION OF DIRECTORS
It is the intention of the persons named in the enclosed form of Proxy,
unless such form of Proxy specifies otherwise, to nominate and to vote the
shares represented by such Proxy FOR the election of Barry Hertz, Alan
Schnelwar, Martin Kaye, Dr. E. Bruce Fredrikson, Morton Mackof, Jack Spiegelman
and Stanley Stern to hold office until the next Annual Meeting of Stockholders
or until their respective successors shall have been duly elected and qualified.
All of the nominees are presently directors of the Company. The Company has no
reason to believe that any of the nominees will become unavailable to serve as
directors for any reason before the Annual Meeting. However, in the event that
any of them shall become unavailable, the person designated as proxy reserves
the right to substitute another person of his choice when voting at the Annual
Meeting.
OFFICERS AND DIRECTORS
<TABLE>
<CAPTION>
<BTB>
<S> <C> <C>
- --------------------------
NAME AGE POSITION
- ---- --- ---------
Barry Hertz 49 Chairman of the Board, Chief Executive Officer
Alan Schnelwar 60 Senior Vice President and Director
Martin Kaye 52 Vice President - Finance, Chief Financial Officer,
Secretary and Director
E. Bruce Fredrikson 61 Director
Morton Mackof 51 Director
Jack Spiegelman 60 Director
Stanley Stern 49 Director
</TABLE>
On March 31, 1996, Track Data Corporation ("Track") merged (the "Merger")
into Global Market Information, Inc. ("Global"). Upon consummation of the
Merger, the name Global was changed to Track Data Corporation ("TDC" or the
"Company").
BARRY HERTZ has served as the Company's Chairman and Chief Executive
Officer since its inception. In April 1994 he was elected Secretary of the
Company and served until August 1994. Mr. Hertz also founded Track in 1981. He
was Track's sole owner and its Chief Executive Officer until its merger with
Global. He holds a Masters degree in Computer Science from New York University
(1973) and a B.S. degree in Mathematics from Brooklyn College (1971). Mr. Hertz
is also Chairman of Innodata Corporation ("Innodata"), a public company
co-founded by Mr. Hertz, of which TDC is a principal stockholder and which is
engaged in the data entry and conversion business.
ALAN SCHNELWAR has been a Vice President of Track in charge of the
Dial/Data service since 1988, and was elected President of Global in August
1994. He served as President until March 1996 and became the Company's Senior
Vice President upon the Merger. He holds a B.S. degree in Civil Engineering from
the City University of New York (1967).
MARTIN KAYE has been Vice President-Finance, Chief Financial Officer and
Director of the Company since April 1994. He was elected Secretary of the
Company in August 1994. Mr. Kaye is a certified public accountant. He also
serves as Chief Financial Officer and Director of Innodata. He had been an audit
partner with Deloitte & Touche LLP for more than five years until his
resignation in 1993. Mr. Kaye holds a B.B.A. in accounting from Baruch College
(1970).
DR. E. BRUCE FREDRIKSON has been a Director of the Company since June 1994.
He is currently a professor of finance at Syracuse University School of
Management where he has taught since 1966 and has previously served as chairman
of the finance department. Dr. Fredrikson has a B.A. in economics from Princeton
University and a M.B.A. and a Ph.D. in finance from Columbia University. He
serves as director of Eagle Finance Corp., a company which acquires and services
non-prime automobile installment sales contracts. He is also an independent
general partner of Fiduciary Capital Partners, L.P. and Fiduciary Capital
Pension Partners, L.P. He is also a director of Innodata.
MORTON MACKOF has been a Director of the Company since April 1994. He is
President and CEO of Third Millennium Technology Inc., a company involved in
information technology consulting and software development. Mr. Mackof became
President of the Company in March 1996 upon the Merger and resigned in November
1996. He was Executive Vice President of Track since February 1991 and was
elected its President in December 1994. From 1986 to 1991, he was President of
Medical Leasing of America, Inc. He holds a B.S. degree in electrical
engineering from Rensselaer Polytechnic Institute (1970) and did graduate work
in computer science. He is also a director of Innodata.
JACK SPIEGELMAN has been a Director of the Company since April 1996. Mr.
Spiegelman has been President of Track Securities, Inc. Prior to 1998 and for
more than five years he was a registered representative of J. W. Genesis
Securities and Fahnestock & Company, Inc. Mr. Spiegelman holds a B.A. in
economics from Brooklyn College (1963).
STANLEY STERN has been a Director of the Company since May 1999. He
previously served as Director from April 1994 until his resignation in September
1997. He was chief operating officer of Track, and in predecessor positions,
for more than five years since the Merger was Executive Vice President of TDC
until his resignation in December 1996. Since January 1998, Mr. Stern has been
Chief Operating Officer of Integrated Medical Technologies, Inc., an
Internet-based provider of medical services information. Mr. Stern holds a
B.B.A. from Baruch College (1973). He is also a director of Innodata.
Directors are elected to serve until the next annual meeting of
stockholders and until their successors are elected and qualified. Officers
serve at the discretion of the Board. There are no family relationships among
directors or officers.
<PAGE>
MEETINGS OF THE BOARD OF DIRECTORS
The Board of Directors held four meetings during the year ended December
31, 1998. Each director attended at least 75% of all of the meetings of the
Board of Directors held during the period in 1997 such person served as
director.
The Company's Audit Committee is comprised of Dr. Fredrikson and Mr. Stern.
The function of the Audit Committee is to make recommendations concerning the
selection each year of independent auditors of the Company, to review the
effectiveness of the Company's internal accounting methods and procedures, and
to determine through discussions with the independent auditors whether any
instructions or limitations have been placed upon them in connection with the
scope of their audit or its implementation. The Audit Committee did not meet
separately during 1998. The Board of Directors does not have a Compensation or
Nominating Committee. The Board of Directors has designated Messrs. Fredrikson
and Stern to serve as administrators of the Company's 1995 Stock Option Plan.
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
The Company believes that during the period from January 1, 1998 through
December 31, 1998 all Section 16(a) filing requirements applicable to its
officers, directors and greater than ten-percent beneficial owners were complied
with.
EXECUTIVE COMPENSATION
The following table sets forth information with respect to compensation
paid by the Company or its predecessors, Track and Global, for services to it
during the three fiscal years ended December 31, 1998 to the Company's Chief
Executive Officer and to the executive officers whose aggregate cash and cash
equivalent compensation exceeded $100,000.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
<BTB>
<S> <C> <C> <C> <C> <C>
NUMBER
OF STOCK
FISCAL ANNUAL OPTIONS
NAME AND POSITION YEAR SALARY BONUS TOTAL AWARDED
- --------------------- -------- -------- ------- -------- -------
Barry Hertz 1998 $375,000 - $375,000 40,000
Chairman, CEO 1997 350,000 - 350,000 -
1996 350,000 - 350,000 40,000
Alan Schnelwar 1998 $190,000 - $190,000 25,000
Senior Vice President 1997 180,000 - 180,000 25,000
1996 165,000 - 165,000 25,500
</TABLE>
5
The above table does not include certain insurance and other personal
benefits, the total value of which does not exceed $50,000 or 10% of such
person's cash compensation.
<PAGE>
OPTION GRANTS IN LAST FISCAL YEAR
INDIVIDUAL GRANTS
<TABLE>
<CAPTION>
<BTB>
<S> <C> <C> <C> <C> <C> <C> <C> <C>
PERCENT OF POTENTIAL
TOTAL REALIZED VALUE
OPTIONS AT SSUMEDSTOCK
NUMBER GRANTED TO ANNUAL RATES OF
OF EMPLOYEES APPRECIATION
OPTIONS IN FISCAL EXERCISE EXPIRATION FOR OPTION TERM
NAME GRANTED YEAR PRICE DATE 5% 10%
- ---- ------- ---- ----- ---- -- ---
Barry Hertz 40,000 10% $3.00 4/2003 $33,200 $73,200
Alan Schnelwar 25,000 6% $3.00 4/2003 $20,750 $45,750
</TABLE>
AGGREGATE OPTION EXERCISES IN LAST FISCAL YEAR;
FISCAL YEAR END OPTION VALUES
<TABLE>
<CAPTION>
<BTB>
<S> <C> <C> <C> <C>
NUMBER OF VALUE OF
UNEXERCISED UNEXERCISED
OPTIONS IN-THE-MONEY
AT FISCAL OPTIONS AT
SHARES YEAR END FISCAL YEAR END
ACQUIRED ON VALUE EXERCISABLE/ EXERCISABLE/
NAME EXERCISE REALIZED UNEXERCISABLE UNEXERCISABLE
- ---- -------- -------- ------------- -------------
Barry Hertz 75,366 $487,365 64,634/40,000 $549,316 /$315,200
Alan Schnelwar 65,500 $385,953 25,000/25,000 $ 222,000/$197,000
</TABLE>
There are no employment agreements, stock appreciation rights or long-term
incentive plans.
DIRECTORS COMPENSATION
Dr. Fredrikson and Mr. Spiegelman are compensated at the rate of $1,250 and
$1,000 per month, respectively, plus out-of-pocket expenses for each meeting
attended. No other director is compensated for his services as director.
Messrs. Fredrikson and Spiegelman will each receive options to purchase
7,000 and 5,000 shares annually, respectively, under the 1995 Disinterested
Directors' Stock Option Plan as compensation for their services.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
For the Company's fiscal year ended December 31, 1998, Messrs. Hertz,
Schnelwar and Kaye were officers of the Company and were members of the Board of
Directors (there is no compensation committee). Mr. Hertz is Chairman of
Innodata and Mr. Kaye is chief financial officer and a director of Innodata.
Messrs. Fredrikson, Mackof and Stern are also directors of Innodata.
<PAGE>
BOARD REPORT ON EXECUTIVE COMPENSATION
The following is the Board's compensation policy: The Board of Directors
(the "Board") is responsible for determining the annual salary, short-term and
long-term incentive compensation, stock awards and other compensation of the
executive officers. In its deliberations regarding compensation of executive
officers for 1998 and thereafter, the Board considered the following factors:
(a) Company performance, both separately and in relation to similar companies,
(b) the individual performance of each executive officer, (c) compensation and
stock award information disclosed in the proxy statements of other companies,
(d) historical compensation levels and stock awards at the Company, (e) the
overall competitive environment for executives and the level of compensation
necessary to attract and retain executive talent and (f) the recommendations of
management. After reviewing the foregoing factors, the Board determined to make
a small upward adjustment to the compensation levels of the prior year.
STOCK PRICE PERFORMANCE GRAPH
The following performance graph compares the cumulative total return
(assuming reinvestment of dividends) of an investment of $100 in Track Data
Corporation on August 11, 1994 (initial public offering date) through its fiscal
years ended December 31, 1994, 1995, 1996, 1997 and 1998 to the Nasdaq Market
Index and the Industry Index for SIC Code 7375, Information Retrieval Services.
<TABLE>
<CAPTION>
<BTB>
<S> <C> <C> <C> <C> <C> <C>
8/11/94 12/30/94 12/29/95 12/31/96 12/31/97 12/31/98
TRACK DATA CORP. 100.00 97.92 70.83 16.67 20.83 111.46
SIC CODE INDEX 100.00 121.30 266.74 240.54 243.44 260.58
NASDAQ MARKET INDEX 100.00 101.04 131.05 162.85 199.21 280.96
</TABLE>
ASSUMES $100 INVESTED ON AUG. 11, 1994
ASSUMES DIVIDEND REINVESTED
FISCAL YEAR ENDING DEC. 31, 1998
INFORMATION PROVIDED BY MEDIA GENERAL FINANCIAL SERVICES.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Company guarantees a mortgage on real estate owned by a partnership
controlled by Mr. Hertz and members of his family. At December 31, 1998, such
mortgage provided for interest at 10% per annum and had a balance of $1,610,000
due May 2000.
In July 1998 the Company entered into a software development agreement with
Third Millennium Technology, Inc. ("TMT"), a corporation controlled by Morton
Mackof, a director of the Company. The agreement is for an initial period of two
years and is renewable annually thereafter unless cancelled. The Company may
terminate this agreement after two years by paying $40,000 plus continuation of
fees provided in the contract for a third year. The monthly fees paid to TMT
consist of a declining fee per user of the Company's myTrack service. Additional
fees are payable in connection with revenues from on-line trading. The Company
granted TMT a five year option to purchase 30,000 shares of its common stock at
$4.00 per share exercisable 15,000 at the end of each of the first two
anniversaries. Fees paid to TMT under this agreement and for other consulting
services totaled $98,132 in 1998.
ITEM II. RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS
Subject to approval by the stockholders, the Board of Directors has
appointed Grant Thornton LLP as the independent auditors to audit the financial
statements of the Company for the fiscal year ending December 31, 1999. Grant
Thornton LLP also served as the Company's auditors for the fiscal years ended
December 31, 1998, 1997 and 1996. It is expected that a representative of Grant
Thornton LLP will be present at the Annual Meeting with the opportunity to make
a statement if he desires to do so and to be available to respond to appropriate
questions from stockholders.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS YOU VOTE FOR RATIFICATION OF THE
------------------------------------------------------------------------------
APPOINTMENT OF GRANT THORNTON LLP AS INDEPENDENT AUDITORS
----------------------------------------------------------
VOTE REQUIRED
The affirmative vote of a majority of the votes cast at the Annual Meeting,
assuming a quorum is present, is required to elect directors and to approve the
selection of auditors. Abstentions will not be counted as affirmative votes.
The current members of the Board of Directors presently hold voting authority
for Common Stock representing an aggregate of approximately 11,684,645 votes, or
approximately 74.6% of the total number of votes eligible to be cast at the
Annual Meeting. The members of the Board of Directors have indicated their
intention to vote affirmatively on all of the proposals.
EXPENSE OF SOLICITATION
The cost of soliciting proxies, which also includes the preparation,
printing and mailing of the Proxy Statement, will be borne by the Company.
Solicitation will be made by the Company primarily through the mail, but regular
employees of the Company may solicit proxies personally, by telephone or
telegram. The Company will request brokers and nominees to obtain voting
instructions of beneficial owners of the stock registered in their names and
will reimburse them for any expenses incurred in connection therewith.
PROPOSALS OF STOCKHOLDERS
Stockholders of the Company who intend to present a proposal for action at
the next Annual Meeting of Stockholders of the Company must notify the Company's
management of such intention by notice in writing received at the Company's
principal executive offices on or before May 23, 2000 in order for such proposal
to be included in the Company's Proxy Statement and form of proxy relating to
such Meeting. Stockholders who wish to present a proposal for action at the
next Annual Meeting are advised to contact the Company as soon as possible in
order to permit the inclusion of any proposal in the Company's proxy statement.
OTHER MATTERS
The Company knows of no items of business that are expected to be presented
for consideration at the Annual Meeting which are not enumerated herein.
However, if other matters properly come before the Meeting, it is intended that
the person named in the accompanying Proxy will vote thereon in accordance with
his best judgement.
PLEASE DATE, SIGN AND RETURN THE PROXY CARD AT YOUR EARLIEST CONVENIENCE IN
THE ENCLOSED RETURN ENVELOPE. NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED
STATES. A PROMPT RETURN OF YOUR PROXY CARD WILL BE APPRECIATED AS IT WILL SAVE
THE EXPENSE OF FURTHER MAILINGS.
New York, New York By Order of the Board of Directors
September 21, 1999
Martin Kaye, Secretary
<PAGE>
<PAGE>
PROXY
TRACK DATA CORPORATION
ANNUAL MEETING OF STOCKHOLDERS
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned Stockholder of Common Stock of Track Data Corporation (the
"Company") hereby revokes all previous proxies, acknowledges receipt of the
Notice of the Meeting of Stockholders to be held on Thursday, October 21, 1999,
and hereby appoints Barry Hertz and Martin Kaye, and each of them, as proxies of
the undersigned, with full power of substitution, to vote and otherwise
represent all of the shares of the undersigned in the Company at said meeting
and at any adjournments thereof with the same effect as if the undersigned were
present and voting the shares. The shares represented by this proxy shall be
voted on the following matters and, in their discretion, upon any other business
which may properly come before said meeting.
1. Election of Directors:
/ / For all nominees listed below / / Withhold authority
(except as indicated) to vote for all
nominees listed below
To withhold authority for any individual nominee, strike through that nominee's
name in the list below.
Barry Hertz Martin Kaye Jack Spiegelman Stanley Stern
Alan Schnelwar E. BruceFredrikson Morton Mackof
2. Ratification of the selection of Grant Thornton LLP as independent auditors:
/ / For / / Against / / Abstain
<PAGE>
THE SHARES REPRESENTED BY THIS PROXY, DULY EXECUTED, WILL BE VOTED IN ACCORDANCE
WITH THE SPECIFICATIONS MADE. IF NO SPECIFICATION IS MADE, THE SHARES
REPRESENTED BY THIS PROXY WILL BE VOTED IN FAVOR OF EACH OF THE ABOVE NOMINEES,
FOR SELECTION OF GRANT THORNTON LLP AS INDEPENDENT AUDITORS, AND FOR SUCH OTHER
MATTERS AS MAY PROPERLY COME BEFORE THE MEETING AS THE PROXYHOLDERS DEEM
ADVISABLE.
Dated:--------------, 1999
Signature(s) of Stockholder ---------------------
(Title, if appropriate)----------------------
This proxy should be signed by the Stockholder(s) exactly as his or her name
appears hereon. Persons signing in a fiduciary capacity should so indicate. If
shares are held by joint tenants or as community property, each owner should
sign. If a corporation, please sign in full corporate name by President or
other authorized officer. If a partnership, please sign in partnership name by
authorized person.
TO ASSURE YOUR REPRESENTATION AT THE ANNUAL MEETING, PLEASE MARK, SIGN AND DATE
THIS PROXY AND RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE.
<PAGE>
