<PAGE> 1
R.H. PHILLIPS, INC.
26836 County Road 12A
Esparto, California 95627
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO THE SHAREHOLDERS:
The 2000 Annual Meeting of Shareholders of R.H. Phillips,
Inc. will be held on Tuesday, May 23, 2000, at 10:00 a.m.
at the R.H. Phillips Winery, located at 26836 County Road
12A, Esparto, California, for the following purposes:
1. To elect directors, with the following persons to be
presented at the meeting by the current Board of
Directors for election to the Board of Directors:
John E. Giguiere
Karl E. Giguiere
Lane C. Giguiere
R. Ken Coit
Victor L. Motto.
2. To consider and act upon the appointment of
Ernst and Young LLP as the independent
auditors of R.H. Phillips, Inc.
3. To take action upon any other matters that may
properly come before the meeting or any
adjournments thereof.
The foregoing proposals are more fully described in the
accompanying Proxy Statement to which your attention is
invited.
In accordance with the Bylaws and the action of the Board
of Directors, only shareholders of record at the close of
business on April 5, 2000 are entitled to notice of and to
vote at the meeting.
BY ORDER OF THE BOARD OF DIRECTORS
//s//Lane C. Giguiere
Lane C. Giguiere,
Secretary
April 17, 2000
<PAGE> 2
R.H. PHILLIPS, INC.
26836 County Road 12A
Esparto, California 95627
PROXY STATEMENT
For the Annual Meeting of Shareholders
to be held on Tuesday, May 23, 2000
This Proxy Statement and the accompanying proxy are
furnished to the shareholders of R.H. Phillips, Inc. (The
"Company") in connection with the solicitation of proxies
by the Board of Directors for use at the 2000 Annual
Meeting of Shareholders (the "Annual Meeting"). The
Annual Meeting will be held on Tuesday, May 23, 2000,
beginning at 10:00 a.m. at the Company's headquarters,
located at 26836 County Road 12A, Esparto, California,
and at any postponements or adjournments of the Annual
Meeting. The Annual Report of the Company for the year
ended December 31, 1999, the Notice of Annual Meeting,
this Proxy Statement and the enclosed proxy were initially
mailed to the shareholders on or about April 21, 2000.
The enclosed proxy is being solicited by the Board of
Directors of the Company.
The Company is paying all costs of preparing, assembling
and mailing this Proxy Statement. The Company has
made arrangement to forward copies of proxy materials to
brokerage houses, custodians, nominees and fiduciaries
for forwarding of proxy soliciting material to the beneficial
owners of the Common Stock of the Company at the
Company's expense. In addition to the solicitation of
proxies by mail, some of the officers, directors and regular
employees of the Company may without additional
compensation solicit proxies by telephone or personal
interview. The Company will bear the costs of the
solicitations.
Voting and Revocability of Proxies
Shareholders are encouraged to complete the enclosed
proxy and return it to the Company as soon as possible.
Any person who completes the enclosed proxy may
revoke it at any time prior to its exercise by delivering to
the Secretary of the Company either a signed statement
revoking the proxy or a properly executed proxy bearing a
later date. A shareholder may also revoke a proxy by
attending the Annual Meeting and voting his or her shares
personally. Proxies that have been properly dated, signed
and returned will be voted in accordance with the
instructions given by the shareholder. If a proxy is signed
and returned but no voting instructions are given, each
valid proxy will be voted in the election of directors FOR
those nominees presented by the Board of Directors, and
FOR approval of Ernst and Young LLP as the independent
auditors of the Company. Should any other business
properly come before the Annual Meeting, the person or
persons named as the proxy shall be allowed to vote on
such matters as that person or those persons determine in
his, her or their sole discretion.
Abstentions and broker non-votes will be counted as
shares present or represented and entitled to vote for the
purposes of determining whether a quorum exists at the
Annual Meeting.
Shareholders of record as of the close of business on
April 5, 2000 are entitled to notice of the Annual Meeting
and to vote in person or by proxy. The Common Stock of
the Company (the "Common Stock") is the only class of
outstanding securities entitled to vote at the Annual
Meeting. As of the close of business on April 5, 2000,
there were 6,695,331 shares of Common Stock
outstanding and entitled to vote. The presence of a
majority of the outstanding shares of Common Stock,
either in person or by proxy, will constitute a quorum at the
Annual Meeting.
<PAGE> 3
PROPOSAL NUMBER 1
ELECTION OF DIRECTORS
The Company's Bylaws provide that the Board of
Directors shall consist of between four and seven
members, with the exact number of directors between four
and seven to be determined by the Board of Directors.
The Board of Directors has set the number of directors at
five, and there are currently five members of the Board of
Directors.
Persons may be nominated for election to the Board of
Directors by the shareholders upon the making of a proper
motion at the Annual Meeting.
Five directors are to be elected at the Annual Meeting to
serve until the following annual meeting of shareholders.
The Board of Directors will present at the Annual
Meeting for election and recommend a vote FOR the
following nominees: John E. Giguiere, Karl E.
Giguiere, Lane C. Giguiere, R. Ken Coit and Victor L.
Motto. Each nominee was recommended unanimously by
the Board of Directors for presentation to the shareholders
for election at the Annual Meeting. Each nominee is
currently a member of the Board of Directors.
Persons receiving a plurality of the votes cast at the
Annual Meeting will be elected to the Board of Directors.
A "plurality" means that the individuals who receive the
largest number of votes cast are elected as directors up
the maximum number of directors to be chosen. Votes
against any candidate and any shares not voted (such as
by abstention or broker non-votes) will have no impact on
the election of directors. All proxies will be voted FOR the
election of each of these nominees unless authority to vote
for the election of any nominee or nominees is withheld by
the shareholder giving the proxy. If any nominee should
unexpectedly decline or be unable to act as a director, the
proxies may be voted for a substitute nominee to be
designated by the Board of Directors. The Board of
Directors does not believe that any nominee will decline to
serve.
Shareholders are entitled to one vote for each share held;
however, in the election of directors, each shareholder has
cumulative voting rights if those rights are properly
exercised at the Annual Meeting. If a shareholder wishes
to vote shares cumulatively, that shareholder is entitled to
as many votes as the number of shares held multiplied by
the number of directors to be elected. Under cumulative
voting, each shareholder may cast all of his or her votes
for a single candidate or distribute those votes among any
or all candidates he or she chooses. No shareholder will
be entitled to cumulate votes for any candidate unless that
candidate's name has been placed in nomination prior to
the voting and the shareholder has given notice at the
Annual Meeting of an intention to cumulate votes. If any
shareholder has given such a notice, all shareholders may
cumulate their votes for candidates who have been
nominated. Shareholders will be given an opportunity to
announce their intention to cumulate their votes prior to
voting. Proxy holders are given discretionary authority to
cumulate votes on shares for which they hold a proxy.
Shareholders who do not wish to cumulate their votes in
elections of directors will be entitled to cast one vote per
share held for any candidate.
Background information with respect to the five nominees
for election to the Board of Directors is set forth below.
<PAGE> 4
NOMINEES FOR ELECTION TO BOARD OF
DIRECTORS
John E. Giguiere. John Giguiere is the Co-President,
Co-Chief Executive Officer and Chairman of the Board of
Directors of the Company, in which capacities he has
served since the Company was incorporated in 1994.
Prior to that time, Mr. Giguiere was Co-President of R.H.
Phillips Partners, a limited partnership that operated the
R.H. Phillips vineyard and winery business prior to its
merger into the Company, from 1989 until 1994. Raised
on the Giguiere family farm where the R.H. Phillips winery
is located, John Giguiere has spent his entire professional
life in agribusiness. Together with his brother, Karl
Giguiere, John Giguiere founded the R.H. Phillips vineyard
and winery business in 1981. John Giguiere is the
President of the R.H. Phillips Vineyard, Inc., the second
largest shareholder of the Company, and he has managed
the sales and marketing aspects of R.H. Phillips since
1983. Mr. Giguiere attended Willamette University in
Salem, Oregon and California State University at San
Jose. He is 48 years old.
Karl E. Giguiere. Karl Giguiere is the Co-President, Co-
Chief Executive Officer and Vice-Chairman of the Board
of Directors of the Company, in which capacities he has
served since 1994. Karl Giguiere was the Co-President of
R.H. Phillips Partners from 1989 through 1994. Mr.
Giguiere was also raised on the Giguiere family farm and
has spent his entire career in agribusiness. He has
managed the farming and vineyard operations of R.H.
Phillips since it was founded in 1981. Karl Giguiere is the
President of RHP Vineyards, Inc., the largest shareholder
of the Company. Karl graduated from California State
Polytechnic University with a B.A. in Agribusiness. He is
54 years old.
Lane C. Giguiere. Ms. Giguiere has served on the Board
of Directors and has been Vice-President, Sales
Administration of the Company since its incorporation in
1994. She was Sales Administration Manager of R.H.
Phillips Partners beginning in 1989 and has managed
sales of the R.H. Phillips vineyard and winery business
since 1983. Ms. Giguiere attended California State
University at San Jose and California State University at
Chico. She is 46 years old.
R. Ken Coit. Mr. Coit was elected a director of the
Company soon after its incorporation in 1994 and served
on the limited partners' Advisory Committee of R.H.
Phillips Partners from 1989 through 1994. Mr. Coit is the
owner of Coit Financial Group, a firm that specializes in
real estate investments. Mr. Coit is also a licensed broker-
dealer affiliated with Sequoia Equity Securities
Corporation of Walnut Creek, California and is a
registered representative of American Investors Company
of Hayward. Mr. Coit received an M.B.A. from Pepperdine
University and a B.S. in Pharmacy from the University of
Arizona. Mr. Coit is 56 years old.
Victor L. Motto. Mr. Motto was elected to the Board of
Directors in June 1996. Mr. Motto is a founding partner of
Motto, Kryla & Fischer LLP, an accounting and business
consulting firm devoted exclusively to the wine industry. Mr.
Motto is also partner of MKF Systems, a wine industry
computer systems business. He serves as a director of
Grgich Hills Cellars, Hanzell Vineyards, and S. Anderson
Vineyard. He is also a director of the St. Helena Office
Association and the Napa County Land Trust. Mr. Motto
teaches university courses and is a frequent lecturer on
wine industry issues. Mr. Motto is a Certified Public
Accountant and received a B.A. in Business from the
University of South Florida. He is 60 years old.
Directors are elected at annual meetings of the
shareholders to terms that extend until the following annual
meeting. Officers are appointed by, and serve at the
discretion of, the Board of Directors.
The Board of Directors met five times in 1999. Each
director has attended at least 75% of all meetings of the
Board of Directors during such period as that director has
been a member of the Board of Directors.
<PAGE> 5
Victor Motto receives compensation of $1,000 per
meeting plus travel expenses for attending meetings of the
Board of Directors, and an annual retainer of $5,000. He
also received options in 1997 to purchase 20,000 shares
of Common Stock at a price equal to the fair market value
of the Company's Common Stock on the date the option
was granted. The total compensation paid Mr. Motto in
1999 for attending meetings of the Board of Directors was
$5,000. R. Ken Coit receives compensation of $1,000
per meeting for attending meetings of the Board of
Directors. He also received options in 1997 to purchase
20,000 shares of Common Stock at a price equal to the
fair market value of the Company's Common Stock on the
date the option was granted. Total compensation paid Mr.
Coit in 1999 for attending meetings of the Board of
Directors was $3,000. No other members of the Board of
Directors are currently compensated for attending meeting
of the Board of Directors or Board Committees.
Under the terms of the Company's loan agreements with
its major creditors, all principal and interest owing to that
loan creditor shall be due, at the creditor's option, if John
or Karl Giguiere, or both, cease to be members of the
Board of Directors and officers of the Company or cease
to be in control of the day-to-day management of
Company operations.
Board Committees, Meetings
The Board of Directors has an Audit Committee, a
Compensation Committee and a Stock Option
Committee. The members of the committees are selected
by the full Board of Directors and serve until they are
replaced by the Board of Directors or until their earlier
resignation or removal from such committee or the Board
of Directors.
Audit Committee. The Board of Directors created the
Audit Committee in May 1996. The Audit Committee is to
review the financial results of the Company with the
Company's outside auditors and to discuss with the
outside auditors the scope of the annual audit and the
other services the Company's outside auditors are to
perform. The members of the Audit Committee are John
Giguiere, Victor Motto and R. Ken Coit. The Audit
Committee met two times in 1999.
Compensation Committee. The Compensation
Committee was created in May 1996, at the same time as
the Audit Committee. The Compensation Committee is to
make recommendations concerning salaries and
incentive compensation for the Company's officers and
employees. The members of the Compensation
Committee are John Giguiere, Victor Motto and R. Ken
Coit. The Compensation Committee did not meet during
the year.
Stock Option Committee. The Stock Option Committee
was formed in July 1995, to administer the Company's
1995 Stock Option Plan. The Stock Option Committee
consists of R. Ken Coit and Victor Motto. The Stock
Option Committee did not meet during the year.
Transactions Concerning Board of Directors
The Company is the holder of a promissory note payable
by RHP Vineyards, Inc. The note evidences a loan to that
corporation by R.H. Phillips Partners and the assumption
in 1993 of payment obligations of certain persons to R.H.
Phillips Partners. The amount payable under the note as of
December 31, 1999 was $221,352. Unpaid amounts
under the note bear interest at a rate of 7% per annum.
The note and other obligations are payable in full on July
30, 2000. The Company is the holder of a promissory
note payable by Karl Giguiere. The amount payable under
the note as of December 31, 1999, was $6,839. The note
bears interest at 7% per annum and is due on July 20,
2000.
<PAGE> 6
The Board of Directors has adopted a policy pursuant to
which all future material transactions and loans with
affiliated parties will be made or entered into on terms no
less favorable than those that can be obtained from
unaffiliated third parties. All future material affiliated
transactions and loans, and any forgiveness thereof, must
be approved by a majority of independent outside
members of the Board of Directors who do not have an
interest in the transaction.
Relationships Between Directors and Executive
Officers
John and Karl Giguiere are brothers. John and Lane
Giguiere are husband and wife. There are no other familial
relationships between the directors and executive officers
of the Company.
Reports Under Section 16(a) of the Exchange Act.
The Company's officers, directors and principal
shareholders are required to file with the Securities and
Exchange Commission reports of their acquisitions and
dispositions of equity securities of the Company. For the
fiscal year ended December 31, 1999, the Company's
officers, directors and principal shareholders filed all
required reports on a timely basis.
EXECUTIVE COMPENSATION
Compensation of Executive Officers
The following table provides certain summary financial
information concerning compensation earned during the
last three years by the two Co-Chief Executive Officers
and two other highly compensated executive officers of the
Company.
<PAGE> 7
<TABLE>
<CAPTION>
Summary Compensation Table
Long Term
Compensation
Annual Compensation (1) Awards
----------------------------------------- ------------
Other Annual Securities
Name and Principal Compen- Underling
Position Year Salaries ($) Bonus($) sation ($) Options (#)
- ------------------ ---- ------------ -------- ------------ -----------
<S> <C> <C> <C> <C> <C>
John Giguiere, Co- 1999 156,790 620 14,000 (2) 0
President, Co-Chief
Executive Officer 1998 153,300 686 16,034 (2) 75,000
1997 150,000 48,768 20,000 (2) 0
Karl Giguiere, Co- 1999 156,790 620 1,324 0
President, Co-Chief
Executive Officer 1998 153,300 686 1,908 75,000
1997 150,000 48,768 0 0
Michael Motroni, 1999 135,169 15,620 6,613 0
Chief Financial
Officer 1998 128,718 24,686 5,752 0
1997 74,840 662 0 50,000
Barry Bergman, 1999 90,417 25,620 5,839 0
Winemaker
1998 82,500 45,686 4,121 5,000
1997 80,833 18,162 0 5,000
</TABLE>
[FN]
(1) Includes amounts earned in the fiscal year even if deferred
pursuant to the Company's 401(k) savings plan.
(2) Includes the fair rental value of the farmhouse located
at the R.H. Phillips winery where John and Lane Giguiere
reside on a rent-free basis. The Company estimates that
the fair rental value of the housing is approximately
$14,000 per year.
Employment Agreements
In August 1999, the Company entered into an employment
agreement with Patrick Kane, R.H Phillips' National Sales
Manager. The agreement provides that Mr. Kane receive
annual compensation of $135,000, subject to a 4%
increase on the anniversary date of the agreement. Mr.
Kane is also eligible for an annual bonus of up to 20% of
his annual compensation. In addition, on each of the first
and second anniversary of the employment agreement,
Mr. Kane shall be granted an option to purchase 15,000
shares of the Company's common stock. The
employment agreement expires on February 1, 2002.
<PAGE> 8
The employment agreement provides that R.H. Phillips
may terminate Mr. Kane's employment at any time upon
granting notice to Mr. Kane, and that Mr. Kane may resign
for good reason prior to the agreement's expiration date.
If R.H. Phillips terminates Mr. Kane's employment other
than for cause, or if Mr. Kane terminates his employment
for good reason, R.H. Phillips shall continue to pay Mr.
Kane's salary and health insurance benefits through the
end of the agreement, subject to reduction in the event Mr.
Kane obtains other employment during the period in which
severance payments are made.
Aggregated Option Exercises in Last Fiscal Year and
FY-End Option Values
The following table provides information with respect to
the Named Executive Officers concerning unexercised
options held as of December 31, 1999.
<TABLE>
<CAPTION>
Number of Value of
Securities Unexercised
Underlying In-the-Money
Unexercised Options
Options At at Fiscal
Fiscal Year End Year End (1)
--------------- -------------
Shares
Acquired on Exercisable / Exercisable /
Name Exercise (#) Value Realized Unexercisable Unexercisable
- -----------------------------------------------------------------------------
<S> <C> <C> <C> <C>
John Giguiere ---- ---- 129,480 $0.00 (2)
129,480 $0.00 (2)
Karl Giguiere ---- ---- 156,720 $0.00 (2)
156,720 $0.00 (2)
Michael Motroni ---- ---- 25,000 $0.00 (2)
25,000 $0.00 (2)
Barry Bergman ---- ---- 44,610 $0.00 (2)
6,250 $0.00 (2)
</TABLE>
[FN]
(1) Based upon the closing price of the Common Stock on
December 31, 1999, as reported by the NASDAQ
National Market ($2.625 per share).
(2) The closing price of the Common Stock on December
31, 1999 was below the exercise price per share.
SECURITIES OWNERSHIP OF MANAGEMENT AND
CERTAIN BENEFICIAL OWNERS
The following table sets forth the beneficial ownership of
Common Stock of the Company as of March 15, 1999, by
each director, by each executive officer shown in the
Summary Compensation Table (see "Executive
Compensation"), by all directors and officers as a group
and by each person known by the Company to be a
beneficial owner of more than 5% of the outstanding voting
securities of the Company.
<PAGE> 9
<TABLE>
<CAPTION>
Name and Address of Shares Approximate
Beneficial Owner (1) Position Beneficially Percent
Owned Owned
- ---------------------------------------------------------------------------
<S> <C> <C> <C>
John E. Giguiere (2)(3) Co-President, Co-Chief 1,775,044 25.8
26836 County Road 12A Executive Officer,
Esparto, CA 95627 Chairman of the Board,
Director
Karl E. Giguiere (2)(4) Co-President, Co-Chief 1,736,596 25.3
26836 County Road 12A Executive Officer,
Esparto, CA 95627 Chairman of the Board,
Director
Lane C. Giguiere (2)(5) Vice-President, 1,775,044 25.8
26836 County Road 12A Director
Esparto, CA 95627
R. Ken Coit (6) Director 321,746 4.8
1655 North Main Street
Suite 270
Walnut Creek, CA 94596
Victor L Motto (7) Director 22,000 *
899 Adams Street
St. Helena, CA 94574
Michael Motroni (9) Chief Financial 25,000 *
26836 County Road 12A Officer
Esparto, CA 95627
Barry Bergman (8) Winemaker 46,860 *
26836 County Road 12A
Esparto, CA 95627
All Executive Officers and 2,388,230 33.3
Directors as a group (9)
John Hancock Mutual Life 1,772,750 21.4
Insurance Company (10)
200 Clarendon Street
Boston, MA 02117
865,773 12.9
RHP Vineyards, Inc.
26836 County Road 12A
Esparto, CA 95627 (11)
714,103 10.7
R.H. Phillips Vineyard, Inc.
26836 County Road 12A
Esparto, CA 95627 (11)
</TABLE>
[FN]
*Less than 1%
<PAGE> 10
(1) This table is based upon information supplied by
officers, directors and principal shareholders and
Schedules 13D and 13G filed with the Securities and
Exchange Commission (the "Commission"). Unless
otherwise indicated in the footnotes to this table and
subject to community property laws where applicable, the
Company believes that each of the shareholders named in
this table has sole voting and investment power with
respect to the shares indicated as beneficially owned.
Percentages are based on 6,695,331 shares of Common
Stock outstanding on March 15, 2000, adjusted as
required by the rules of the Commission.
(2) Includes 865,773 shares of Common Stock owned by
RHP Vineyards, Inc. and 714,103 shares of Common
Stock owned by R.H. Phillips Vineyard, Inc. John and Karl
Giguiere each own 33.33% of the outstanding stock of
RHP Vineyards, Inc., constitute two of the three members
of the Board of Directors, and are the Secretary and
President, respectively, of that corporation. John and Karl
Giguiere also own a majority of the outstanding shares of
R.H. Phillips Vineyard, Inc., constitute two of the three
members of the Board of Directors and serve as the
President and Secretary, respectively, of that corporation.
Because they share majority ownership of the stock of
those corporations and constitute a majority of those
corporations' directors, John and Karl Giguiere may be
deemed beneficial owners of the shares held by those two
corporations.
(3) Includes 16,552 shares held as joint tenants with Lane
Giguiere, a warrant to purchase 8,276 shares which Mr.
Giguiere holds as joint tenants with Lane Giguiere, 40,860
shares subject to that portion of a stock option held by
Lane Giguiere which is exercisable within 60 days of
March 15, 2000, and 129,480 shares subject to that
portion of a stock option held by Mr. Giguiere which is
exercisable within 60 days of March 15, 2000.
(4) Includes 156,720 shares subject to that portion of a
stock option which is exercisable within 60 days of March
15, 2000.
(5) Includes 16,552 shares held as joint tenants with John
Giguiere, a warrant to purchase 8,276 shares which she
holds as joint tenants with John Giguiere, 129,480 shares
subject to that portion of a stock option held by John
Giguiere exercisable within 60 days of March 15, 2000,
and 40,860 shares subject to that portion of a stock option
held by Ms. Giguiere exercisable within 60 days of March
15, 2000.
(6) Mr. Coit holds 254,058 shares as a joint tenant with
Donna Coit, his wife, and 47,688 shares are held
individually by Mr. Coit. Also includes 20,000 shares
subject to that portion of a stock option exercisable within
60 days of March 15, 2000.
(7) Includes 20,000 shares subject to that portion of a
stock option which is exercisable within 60 days of March
15, 2000.
(8) Includes 45,860 shares subject to that portion of a
stock option which is exercisable within 60 days of March
15, 2000.
(9) Includes shares purchasable upon exercise of stock
options within 60 days of March 15, 2000.
(10) Includes 1,346,788 shares of Common Stock
purchasable at $3.90 per share under the terms of stock
purchase warrants. The warrants are presently exercisable
and expire on March 27, 2006.
(11) John and Karl Giguiere own a majority of the
outstanding shares of RHP Vineyards, Inc. and R.H.
Phillips Vineyard, Inc. and constitute a majority of those
corporations' boards of directors. See footnote 2 above.
<PAGE> 11
PROPOSAL NUMBER 2
APPROVAL OF INDEPENDENT AUDITORS
The Board of Directors has selected Ernst and Young LLP
("Ernst and Young") as the independent auditors for the
Company for the fiscal year ending December 31, 2000.
Ernst and Young has audited the Company's annual
financial statements for the fiscal years ended December
31, 1998 and 1999.
It is anticipated that representatives from Ernst and Young
will be present at the Annual Meeting. If representatives
are present, they will be provided an opportunity to make a
statement should they wish to do so and to respond to
appropriate questions.
The Board of Directors recommends a vote "FOR"
approval of Ernst and Young as the Company's
independent auditors for the fiscal year ending December
31, 2000. Confirmation will require the affirmative vote by
holders of a majority of shares present or represented by
proxy and entitled to vote on the matter. In the event that
confirmation fails to receive the majority vote, the Board of
Directors will reconsider its selection.
SUBMISSION OF SHAREHOLDER PROPOSALS FOR
2001 ANNUAL MEETING OF SHAREHOLDERS
The 2001 Annual Meeting of Shareholders has been
scheduled to take place on May 22, 2001. Shareholder
proposals for presentation at that meeting must be
received by the Company by no later than January 22,
2001.
OTHER BUSINESS
It is not intended that any business other than that
set forth in the Notice of Annual Meeting and more
specifically described in this Proxy Statement will be
brought before the Annual Meeting. If any other business
should properly come before the Annual Meeting, it is the
intention of the persons named in the enclosed form of
proxy to vote in accordance with their best judgment on
that business or any matters dealing with the conduct of
the Annual Meeting pursuant to the discretionary authority
granted in the proxy.
By Order of the Board of Directors
//s//Lane C. Giguiere
Lane C. Giguiere,
Secretary
April 17, 2000
Upon written request of any person whose proxy is being
solicited hereby, the Company will provide without charge
a copy of the Company's Annual Report on Form 10-KSB
for the year ended December 31, 1999, which was filed
with the Securities and Exchange Commission under the
Securities Exchange Act of 1934, including the financial
statements and schedules thereto, but without exhibits. All
such requests may be directed to: Michael J. Motroni,
Chief Financial Officer, R.H. Phillips, Inc. 26836 County
Road 12A, Esparto, California 95627.
