<PAGE>
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
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
COMMUNITY MEDICAL TRANSPORT, INC.
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(Name of Registrant as Specified In Its Charter)
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(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:*
- -------------------------------------------------------------------------------
(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:
- -------------------------------------------------------------------------------
* Set forth the amount on which the filing fee is calculated and state how it
was determined.
<PAGE>
COMMUNITY MEDICAL TRANSPORT, INC.
4 Gannett Drive
White Plains, New York 10604
NOTICE OF A SPECIAL MEETING
OF STOCKHOLDERS
TO BE HELD ON May 1, 2000
To the Stockholders of
COMMUNITY MEDICAL TRANSPORT, INC.
4 Gannett Drive
White Plains, New York 10604
NOTICE IS HEREBY GIVEN that a Special Meeting of Stockholders (the
"Meeting") of COMMUNITY MEDICAL TRANSPORT, INC. , a Delaware corporation (the
"Company"), will be held at 4 Gannett Drive, White Plains, New York on May 1,
2000 at the hour of 9:00 a.m., for the following purposes:
1) To elect four Directors of the Company for the ensuing year;
2) To ratify the selection of Edward Isaacs & Company, LLP as the
Company's independent auditors for the fiscal year ending December
31, 1999; and
3) To transact such other business as may properly come before the
Meeting.
Only stockholders of record at the close of business on April 19, 2000
are entitled to notice of and to vote at the Meeting or any adjournment thereof.
You are urged to read the attached Proxy Statement, which contains
information relevant to the actions to be taken at the meeting. In order to
assure the presence of a quorum, whether or not you expect to attend the meeting
in person, please sign and date the accompanying Proxy Card and mail it promptly
in the enclosed addressed, postage prepaid envelope. You may revoke your proxy
if you so desire at any time before it is voted.
By Order of the Board of Directors
CRAIG V. SLOANE, Secretary
White Plains, New York
April 21, 2000
<PAGE>
COMMUNITY MEDICAL TRANSPORT, INC.
4 Gannett Drive
White Plains, New York 10604
PROXY STATEMENT
This Proxy Statement is being mailed on or about April 20, 2000 to all
stockholders of record at the close of business on April 19, 2000 in connection
with the solicitation by the Board of Directors of COMMUNITY MEDICAL TRANSPORT,
INC. (the "Company") of Proxies for a Special Meeting of Stockholders (the
"Meeting") to be held on May 1, 2000. Proxies will be solicited by mail, and all
expenses of preparing and soliciting such proxies will be paid by the Company.
All Proxies duly executed and received by the persons designated as proxy
therein will be voted on all matters presented at the Meeting in accordance with
the specifications given therein by the person executing such Proxy or, in the
absence of specified instructions. The Company's Board of Directors does not
know of any other matter that may be brought before the Meeting but, in the
event that any other matter should come before the Meeting, the persons named as
proxy will have authority to vote all Proxies not marked to the contrary in
their discretion as they deem advisable. Any stockholder may revoke his Proxy at
any time before the Meeting by written notice to such effect received by the
Company at the address set forth above, Attn: Craig V. Sloane, Corporate
Secretary, by delivery of a subsequently dated Proxy or by attending the Meeting
and voting in person.
VOTING SECURITIES
The total number of shares of the Company's common stock outstanding as
of April 19, 2000 was 1,015,960. The Common Stock is the only class of
securities of the Company entitled to vote, each share being entitled to one
non-cumulative vote. Only stockholders of record as of the close of business on
April 19, 2000 will be entitled to vote. A majority of the shares of Common
Stock outstanding and entitled to vote, or 507,981shares, must be present at the
Meeting, in person or by proxy, in order to constitute a quorum for the
transaction of business. Abstentions and broker non-votes will be counted for
purposes of determining the presence or absence of a quorum for the transaction
of business.
Shares that are withheld and broker non-votes will have the same effect
on the vote.
Under the General Corporation Law of the State of Delaware,
stockholders of the Company do not have appraisal rights in connection with the
proposal.
A list of stockholders entitled to vote at the Meeting will be
available at the Company's offices, 4 Gannett Drive, White Plains, New York, for
a period of ten days prior to the Meeting and at the Meeting itself for
examination by any stockholder.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information as of March 31, 2000
with respect to the Common Stock ownership of (i) those persons or groups known
to beneficially own more than 5% of the Company's voting securities, (ii) each
director and director-nominee of the Company, (iii) each current executive
officer whose compensation exceeded $100,000 in the 1999 fiscal year, and (iv)
all current directors and executive officers of the Company as a group.
Beneficial ownership is determined in accordance with Rule 13d-3 under the
Securities Exchange Act of 1934, as amended ("Exchange Act"). The information
concerning the stockholders is based upon information furnished to the Company
by such stockholders. Except as otherwise indicated, all of the shares of Common
Stock are owned of record and beneficially and the persons identified have sole
voting and investment power with respect thereto.
<PAGE>
Amount and Nature of
Beneficial Ownership Percent of Class
Name of Beneficial Owner of Voting Securities of Voting Securities
- ------------------------ -------------------- --------------------
Dean L. Sloane 231,766 (1) 22.8%
45 Morris Street
Yonkers, NY 10705
Craig V. Sloane 15,833 (2) 1.6%
45 Morris Street
Yonkers, NY 10705
Bernard M. Kruger 19,983(3) 1.9%
170 East 78th Street
New York, NY 10021
Lucius J. Riccio 1,583(3) *
315 East 69th Street
New York, NY 10021
Ronald V. Davis 62,778(4) 6.3%
c/o Davis Capital LLC
2015 West Main Street
Stamford, Connecticut, 06902
Andrew M. Lessak 55,747(5) 5.6%
c/o Joseph Charles & Assoc.
2500 North Military Trail
Boca Raton, Florida 33431
Nicholas Puglisi 50,000 (6) 4.9%
55 Lambert Ridge
Cross River, New York 10158
Herbard Limited 120,227 (7) 11.8%
Road Town, Tortola
British Virgin Islands
Michael A. Duchesneau, M.D. 68,000 (8) 6.7%
4015 Bayshore Blvd. #16E
Tampa, FL 33611
All directors and executive
officers as a group (6 persons) 319,165 31.4%
- ------------
* Less than 1%
(1) Does not include 16,667 shares owned by Mary K. Sloane, Dean L. Sloane's
wife. Dean L. Sloane disclaims beneficial ownership of such shares.
(2) Includes 15,833 shares of the Company's Common Stock subject to presently
exercisable options.
(3) Includes 1,583 shares of the Company's Common Stock subject to presently
exercisable options.
(4) As reported in a Schedule 13D, dated July 3, 1997.
(5) As reported in a Schedule 13G, dated September 23, 1998.
(6) Includes 8,333 shares of the Company's Common Stock subject to presently
exercisable options.
(7) As reported in a Schedule 13D/A, dated November 30, 1998.
(8) As reported in a Schedule 13D, dated January 11, 2000.
<PAGE>
PROPOSAL 1: ELECTION OF DIRECTORS
At the meeting, four Directors will be elected by the Stockholders to
serve as Directors of the Company until the next annual meeting or until the
successors are elected and shall qualify. The Company has nominated Dean L.
Sloane, Craig V. Sloane and Bernard M. Kruger, M.D. and Lucius J. Riccio as
candidates for election. Unless authority is withheld, the proxies solicited by
management will be voted "FOR" the election of these nominees. In case a nominee
becomes unavailable their substitutes, shall have full discretion and authority
to vote or refrain from voting for a substitute nominee proposed by the Board of
Directors.
Information About the Nominees
The following table sets forth the positions and offices presently held
with the Company by each nominee, his age and his tenure as a director:
Positions Presently Held Director
Name Age with the Company Since
- ---- --- ------------------------ --------
Dean L. Sloane 51 President, Chairman of the Board 1988
Chief Executive Officer and
Director
Craig V. Sloane 6 Vice President-Operations, 1990
Secretary and Director
Bernard M. Kruger, M.D. 55 Director 1994
Lucius J. Riccio, Ph.D. 48 Director 1994
Dean L. Sloane has served as Chairman of the Board, President, Chief
Executive Officer and a Director of the Company since December 1988. Mr. Sloane
served as Chief Executive Officer of Prime Medical Services Inc. (formerly known
as C.P. Rehab Corp.), a public specialty medical management service company,
from 1973 through 1988. Mr. Sloane co-founded and served as Chairman of the
Board of National Home Health Care Corp., a public medical management and home
care company, from 1983 to 1986. Mr. Sloane also served as a director of EPIC
Health Group, Inc., a public mail order pharmaceutical company, from 1984 to
1986. He is currently a director of Sunstar Healthcare, Inc., which is engaged
in managed care. Mr. Sloane has been a member of the Young Presidents
Organization since 1985. Mr. Sloane is a Certified Public Accountant but does
not practice.
Craig V. Sloane has served as Vice President-Operations and a Director
of the Company since December 1990. From 1985 through October 1990, he was a
futures analyst at Smith Barney Harris & Upham.
<PAGE>
Bernard M. Kruger, M.D. has been in the private practice of internal
medicine and medical oncology since 1979, and is affiliated with Lenox Hill
Hospital, Beth Israel Hospital, Mount Sinai Hospital and the Orthopedic
Institute.
Lucius J. Riccio, Ph.D. has served as a management consultant on
transportation issues since January 1994. From February 1990 to December 1993 he
served as Commissioner of the New York City Department of Transportation. From
1986 to 1990 he served as Deputy Commissioner, Highway Operations, of the New
York City Department of Transportation.
Dean L. Sloane and Craig V. Sloane are brothers.
THE BOARD OF DIRECTORS RECOMMENDS VOTING
"FOR" EACH OF THE ABOVE NOMINEES
OTHER EXECUTIVE OFFICERS
(Excludes Executive Officers who are also Directors)
Name Age Position(s) Principal Occupation
- ---- --- ----------- ---------------------
Nicholas Puglisi 38 Chief Financial Officer Chief Financial Officer
Nicholas Puglisi has recently joined the Company in June as Chief
Financial Officer. Mr. Puglisi, a Certified Public Accountant, was a managing
partner for the accounting firm engaged by CMTI since 1989. Mr. Puglisi was
engaged over the ten year period in various capacities on a regular basis. Work
performed included due diligence of ambulance and ambulette businesses,
auditing, tax planning and preparation and other consulting functions related to
the business of the Company.
Executive officers are elected annually by the Company's Board of
Directors to hold office until the first meeting of the Company's Board of
Directors following the next annual meeting of stockholders and until their
successors are chosen and qualified.
BOARD MEETINGS, COMMITTEES AND COMPENSATION
The Board of Directors held three meetings during the year ended
December 31, 1999. All then incumbent directors attended all of such meetings.
The Company has standing compensation and audit committees of the Board of
Directors. The Company does not have a standing nominating committee.
Compensation and Stock Option Committee
The Compensation and Stock Option Committee of the Company's Board of
Directors reviews and implements appropriate action with respect to all matters
pertaining to stock options granted under the Company's 1992 Employees' Stock
Option Plan and reviews and recommends to the Company's Board of Directors
compensation programs for the Company's officers. The Compensation and Stock
Option Committee is currently composed of Messrs. Kruger and Riccio. The
Compensation and Stock Option Committee held three meetings during the year
ended December 31, 1999. All then incumbent members of the Compensation and
Stock Option Committee participated in all of such meetings.
Audit Committee
The Audit Committee of the Company's Board of Directors is charged with
the review of the activities of the Company's independent auditors (including,
but not limited to, fees, services and scope of the audit). The Audit Committee
is presently composed of Messrs. Kruger and Riccio. The Audit Committee met once
with respect to the 1999 fiscal year end audit. All then incumbent members of
the Audit Committee attended the meeting.
<PAGE>
The Company does not have a nominating committee, charged with the
search for and recommendation to the Company's Board of Directors of potential
nominees for the Company's Board of Directors positions. These functions are
performed by the Company's Board of Directors as a whole.
EXECUTIVE COMPENSATION
Summary Compensation Table
The following table sets forth information concerning compensation paid
or accrued by the Company or its subsidiaries for services rendered during the
fiscal years ended December 31, 1997, 1998 and 1999 to the Company's Chief
Executive Officer and to any executive officer whose compensation exceeded
$100,000 during its fiscal year ended December 31, 1999:
<TABLE>
<CAPTION>
Long Term
Compensation
Awards
--------------
Name and Principal Other Annual Securities Underlying
Position Year Salary Bonus Compensation(1) Options
- ------------------ ---- ------ -------------- --------------- -------
<S> <C> <C> <C> <C> <C>
Dean Sloane, President and 1999 $225,000 $0 0 0
Chief Executive Officer 1998 $225,000 $37,000 0 0
1997 $225,000 $46,000 0 0
Craig Sloane, Vice- 1999 $ 88,100 $0 $12,000 0
President-Operations 1998 $ 90,000 $15,000 $12,000 $10,000
1997 $ 85,000 $15,000 $12,000 0
</TABLE>
Option Grants
The following table sets forth information regarding options to purchase
shares of Common Stock granted to the Named Executive Officers during Fiscal
1999.
OPTION GRANTS IN FISCAL 1999
Individual Grants
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Number of Percent of Total Base Price Expiration Date
Securities Options/SARSs Granted ($/sh)
Underlying to Employees in Fiscal
Options/ Year
Name SARSs Granted
<S> <C> <C> <C> <C>
- ------------------------------------------------------------------------------------------------------------------------------------
Dean Sloane -- President 1,000 2% $1.13
Chief Executive Officer
- ------------------------------------------------------------------------------------------------------------------------------------
Craig Sloane-- Vice 1,000 2% $1.13
President-Operations
- ------------------------------------------------------------------------------------------------------------------------------------
Nicholas -- Chief Executive 50,000 92.6% $1.13
Officer and President
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
Option Exercises in Last Fiscal Year and Fiscal Year End Option Values
There were no options exercised by each of the named executives during
the fiscal year ended December 31, 1999.
<PAGE>
Employment Agreements
Upon consummation of the Public Offering, the Company entered into an
employment agreement with Dean L. Sloane, President and Chief Executive Officer
of the Company. The agreement has a three-year term which renews for an
additional year on each anniversary of the agreement, and provides for an annual
base compensation of $225,000, with annual increases based on a published cost
of living index. In addition, Mr. Sloane is entitled to such bonuses as may be
awarded by the Board in its discretion. The agreement calls for payment of
benefits, including life insurance and automobile expenses, similar to that
received prior to execution of the agreement. In the event the Company
terminates Mr. Sloane's employment without cause or Mr. Sloane terminates the
agreement for "good reason" (as defined in the agreement), the Company has
agreed to pay to Mr. Sloane as severance, an amount equal to Mr.
Sloane's monthly salary multiplied by the greater of (i) the number of months
remaining between the date of termination and the then expiration date of the
agreement, and (ii) twelve. The Company is the beneficiary of a $1.0 million key
man life insurance policy with respect to Mr. Sloane. The agreement also
contains a non-competition provision covering the term of the agreement plus one
year following termination.
Upon consummation of the Public Offering the Company also entered into
an employment agreement with Craig V. Sloane, Vice President-Operations of the
Company. The agreement has a three-year term which renews for an additional year
on each anniversary of the agreement, and provides for an annual base
compensation of $85,000 subject to increase at least 5% per year. The agreement
calls for payment of benefits including health insurance and automobile
expenses. The agreement also contains a non-competition provision covering the
term of the agreement plus one year following termination.
The Company also entered into an employment agreement with Nicholas
Puglisi, Vice President and Chief Financial Officer of the Company on June 1,
1999. The agreement has a three-year term which renews for an additional year on
each anniversary of the agreement, and provides for an annual base compensation
of $135,000 subject to increases reflecting increases with in the consumer price
index. The agreement calls for benefits including health insurance and
automobile expenses. The agreement also contains a non-competition provision
covering the term of the agreement plus one year following termination.
COMPENSATION PLANS
Employees' Stock Option Plan
The Company maintains its 1992 Employees' Stock Option Plan (the
"Employees' Plan") for officers, employees, and consultants of the Company or
any of its subsidiaries under which 750,000 shares of its Common Stock are
reserved for issuance upon the exercise of options granted thereunder. As of the
date hereof, options to purchase 117,833 Shares of Common Stock were
outstanding.
The Employees' Plan is administered by a Stock Option Committee (the
"Committee"), consisting of two disinterested members of the Board of Directors.
In general, the Committee will select the persons to whom options will be
granted and will determine, subject to the terms of the Employees' Plan, the
number, the exercise period and other provisions of such options. The options
granted under the Employees' Plan will be exercisable in such installments as
may be provided in the grant.
Options granted to employees may be either incentive stock options
under the Code ("Incentive Options") or Nonstatutory Options. The Committee may
determine the exercise price, provided that in the case of Incentive Options,
such price may not be less than 100% (110% in the case of Incentive Options
granted to holders of 10% of the voting power of the Company's stock) of the
fair market value (as defined in the Employees' Plan) of the Company's Common
Stock at the date of grant. The aggregate fair market value (determined at time
of option grant) of stock with respect to which Incentive Options become
exercisable for the first time in any year cannot exceed $100,000.
<PAGE>
The options are evidenced by a written agreement containing the above
terms and such other terms and conditions consistent with the Employees' Plan as
the Committee may impose. Each option, unless sooner terminated, shall expire no
later than ten years (five years in the case of Incentive Options granted to
holders of 10% of the voting power of the Company's stock) from the date of the
grant, as the Committee may determine. The Committee has the right to amend,
suspend or terminate the Employees' Plan at any time, provided, however, that
unless ratified by the Company's stockholders within twelve months thereafter,
no amendment or change in the Employees' Plan will be effective: (a) increasing
the total number of shares which may be issued under the Employees' Plan; (b)
reducing below fair market value on the date of grant the price per share at
which any option which is an Incentive Option may be granted; (c) extending the
term of the Employees' Plan or the period during which any option which is an
Incentive Option may be granted or exercised; (d) altering in any way the class
of persons eligible to participate in the Employees' Plan; (e) materially
increasing the benefits accruing to participants under the Employees' Plan; or
(f) with respect to options which are Incentive Options, amending the Employees'
Plan in any respect which would cause such options to no longer qualify for
incentive stock option treatment pursuant to the Code.
Compensation of Directors
Directors who are not employed by the Company will be paid a fee of
$1,000 for each board of directors meeting attended and $500 for each committee
meeting attended. All directors are reimbursed for expenses incurred on behalf
of the Company.
The Company has adopted a 1994 Directors' Stock Option Plan (the
"Directors' Plan") for non-employment directors of the Company and any of its
subsidiaries. The Directors' Plan authorizes the granting of stock options to
purchase an aggregate of 50,000 shares of the Company's Common Stock. Options
granted under the Directors' Plan do not qualify as incentive stock options
within the meaning of Section 422 of the Internal Revenue Code. The Directors'
Plan, as amended in 1996, provides for the automatic grant to each of the
Company's non-employee directors of options to purchase 5,000 shares of Common
Stock on the first day of the Company's fiscal year. The options will have an
exercise price of 100% of the fair market value of the Common Stock on the date
of grant, have a ten year term and become exercisable in two equal annual
installments commencing on the date of the grant. The options may be exercised
by payment in cash of the full option exercise price. At the discretion of the
Board, the exercise price may be paid by tendering of shares of Common Stock
having a fair market value equal to the option exercise price or by tendering
cash in the amount equal to the aggregate par value of the shares being
purchased, together with an interest bearing note for the remainder of the
purchase price in form, and having terms satisfactory to the Board, in its sole
discretion. Each director received 5,000 options in lieu of 1997 options on
November 11, 1996, an additional 5,000 options on January 1, 1998 as 1998
options and an additional 833 options on January 1, 1999 and January 1, 2000.
PROPOSAL 2: RATIFICATION OF SELECTION OF INDEPENDENT AUDITORs
The Board of Directors has selected Edward Isaacs & Company, LLP to
audit the accounts of the Company for the fiscal year ending December 31, 1999.
Such firm has reported to the Company that none of its members has any direct
financial interest or material indirect financial interest in the Company.
Unless instructed to the contrary, the persons named in the enclosed
proxy intend to vote the same in favor of the ratification of Edward Isaacs &
Company, LLP as the Company's independent auditors.
A representative of Edward Isaacs & Company, LLP is expected to attend
the meeting and will be afforded the opportunity to make a statement and/or
respond to appropriate questions from stockholders.
THE BOARD OF DIRECTORS RECOMMENDS VOTING
"FOR" RATIFICATION OF THE ABOVE INDEPENDENT AUDITOR
<PAGE>
SOLICITATION OF PROXIES
The solicitation of proxies in the enclosed form is made on behalf of
the Company and the cost of this solicitation is being paid by the Company. In
addition to the use of the mails, proxies may be solicited personally or by
telephone or telegraph using the services of directors, officers and regular
employees of the Company at nominal cost. Banks, brokerage firms and other
custodians, nominees and fiduciaries will be reimbursed by the Company for
expenses incurred in sending proxy material to beneficial owners of the Common
Stock.
2001 ANNUAL MEETING STOCKHOLDER PROPOSALS
Stockholder proposals intended to be presented at the Company's 2001
Annual Meeting of Stockholders pursuant to the provisions of Rule 14a-8 of the
Securities and Exchange Commission, promulgated under the Exchange Act, must be
received by the Company's offices in White Plains, New York by May 1, 2001 for
inclusion in the Company's proxy statement and form of proxy relating to such
meeting.
OTHER MATTERS
The Board of Directors knows of no matter which will be presented for
consideration at the Annual Meeting other than the matters referred to in this
Proxy Statement. Should any other matter properly come before the Annual
Meeting, it is the intention of the persons named in the accompanying proxy to
vote such proxy in accordance with their best judgment.
By Order of the Board of Directors
CRAIG V. SLOANE, Secretary
White Plains, New York
April 21, 2000
<PAGE>
COMMUNITY MEDICAL TRANSPORT, INC.
4 GANNETT DRIVE
WHITE PLAINS, NEW YORK 10604
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF COMMUNITY MEDICAL
TRANSPORT, INC.
The undersigned Stockholder of Community Medical Transport, Inc., a
Delaware corporation, hereby acknowledges receipt of the Special Meeting of
Stockholders and Proxy Statement dated May 1, 2000, and hereby appoints Dean L.
Sloane, Craig V. Sloane, Nicholas Puglisi, and each of them proxies and
attorneys-in-fact with full power to each of them of substitution, on behalf of
and in the name of the undersigned, to represent the undersigned at the Special
Meeting of Stockholders of Community Medical Transport, Inc., to be held on May
1, 2000 at 9:00 a.m., local time, at the 4 Gannett Drive, White Plains, New
York, and at any adjournment or adjournments thereof, and to vote all shares of
Common Stock and Preferred Stock which the undersigned would be entitled to vote
if then and there personally present, on matters set forth below:
1. Election of the following Directors: Dean L. Sloane, Carig V. Sloane and
Bernard M. Kruger, M.D. and Lucius J. Riccio
__ FOR __ WITHHOLD
(INSTRUCTION: To withhold authority to vote for any individual nominee, write
the nominee's name in the space provided)________________________
2. Proposal to ratify the reappointment of Edward Isaacs & Company, LLP as the
Company's independent certified accountants for the fiscal year ending
December 31, 1999.
__ FOR __ AGAINST __ ABSTAIN
3. To transact such other business as may properly come before the Annual
Meeting and any adjournments or postponements thereof.
<PAGE>
THIS PROXY WILL BE VOTED AS DIRECTED OR, IF NO CONTRARY DIRECTION IS
INDICATED, WILL BE VOTED IN FAVOR OF EACH OF THE PROPOSALS SET FORTH ABOVE, AND
AS SAID PROXIES DEEM ADVISABLE ON SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE
THE MEETING.
A majority of such attorneys or substitutes as shall be present and
shall act at said meeting or any adjournment or adjournments thereof (or if only
one shall be present and act, then that one) shall have and may exercise all of
the powers of said attorneys-in-fact hereunder.
Dated: April 19, 2000
-------------------------------------------
Signature
-------------------------------------------
Signature if held jointly
(This proxy should be marked, dated and
signed by the stockholder(s) exactly as
his/her/its name appears hereon, and
returned promptly in the enclosed envelope.
Persons signing in a fiduciary capacity
should so indicate. If shares are held by
joint tenants or as community property,
both should sign.)
