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SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
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Check the appropriate box:
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(as permitted by Rule 14a-6(e)(2))
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[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
RENT-A-CENTER, INC.
(Name of Registrant as Specified in Its Charter)
Not Applicable
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[X] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and
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pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
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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:
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[RENT-A-CENTER LOGO]
PROXY STATEMENT FOR
AND
NOTICE OF
1999 ANNUAL STOCKHOLDERS MEETING
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ANNUAL May 18, 1999.
MEETING: 9:30 a.m.
LOCATION: Rent-A-Center, Inc.
5700 Tennyson Parkway
Fourth Floor
Plano, Texas 75024
RECORD Close of business on March 23, 1999.
DATE:
If you were a stockholder of record at the close of business
on March 23, 1999, you may vote at the meeting.
NUMBER OF VOTES: Holders of our common stock are entitled to one vote for
each share of common stock they owned on March 23, 1999. The
holders of our Preferred Stock are entitled to convert their
260,000 shares of Preferred Stock into 8,949,347 shares of
our common stock, and thus are entitled to an equal number
of votes. The holders of our Preferred Stock will also be
entitled to vote as a separate class for the election of one
of three directors to be elected.
AGENDA: 1. To elect three directors, two of whom are to be elected
by all of the stockholders and one of whom is to be
elected by the holders of our Preferred Stock.
2. To transact any other proper business.
PROXIES: Unless you tell us on the proxy card to vote differently, we
will vote signed returned proxies "for" the Board's
nominees. The proxy holders will use their discretion on
other matters. If a nominee cannot or will not serve as a
director, the proxy holders will vote for a person whom they
believe will carry on our present policies.
PROXIES The Board of Directors.
SOLICITED BY:
FIRST MAILING This proxy statement is dated April 14, 1999. We are first
DATE: mailing this proxy statement on or about April 15, 1999.
REVOKING You may revoke your proxy before it is voted at the meeting.
YOUR PROXY: To revoke, follow the procedures listed on page 16 under
"Voting Procedures/Revoking Your Proxy."
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PLEASE VOTE BY RETURNING YOUR PROXY -- YOUR VOTE IS IMPORTANT
PROMPT RETURN OF YOUR PROXY WILL HELP REDUCE THE COSTS OF RESOLICITATION
<PAGE> 3
CONTENTS
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ELECTION OF DIRECTORS....................................... 2
EXECUTIVE OFFICERS.......................................... 6
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION..... 9
PERFORMANCE GRAPH........................................... 10
EXECUTIVE COMPENSATION AND OTHER INFORMATION................ 11
FISCAL YEAR END OPTION VALUES............................... 12
EMPLOYMENT AGREEMENTS....................................... 13
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER
PARTICIPATION............................................. 13
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE..... 14
OTHER BUSINESS.............................................. 14
RENT-A-CENTER STOCK OWNERSHIP............................... 15
VOTING PROCEDURES/REVOKING YOUR PROXY....................... 16
SUBMISSION OF STOCKHOLDER PROPOSALS......................... 17
ANNUAL REPORT ON FORM 10-K.................................. 17
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ELECTION OF DIRECTORS
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BOARD STRUCTURE: Our Board has seven members. The directors are divided into three classes. At each annual
meeting, the term of one class expires. In general, directors in each class serve for a
term of three years. Under the terms of our Certificate of Incorporation, the holders of
our Preferred Stock are entitled to elect two of our seven directors. In addition to
Apollo's rights as a holder of our Preferred Stock pursuant to our Certificate of
Incorporation, Apollo has similar rights under the stockholders agreement we entered into
with them and Messrs. Talley and Speese.
NUMBER OF DIRECTORS TO Three directors are to be elected, two of whom are to be elected by all of the stockholders
BE ELECTED: and one of whom is to be elected by the holders of our Preferred Stock, voting as a
separate class.
BOARD NOMINEES OUR BOARD HAS NOMINATED MARK E. SPEESE TO BE REELECTED BY ALL OF THE STOCKHOLDERS. OUR
BOARD HAS ALSO NOMINATED L. DOWELL ARNETTE TO REPLACE REX W. THOMPSON, WHO IS RETIRING FROM
OUR BOARD. MR. ARNETTE IS TO BE ELECTED BY ALL OF OUR STOCKHOLDERS. OUR BOARD HAS ALSO
NOMINATED LAURENCE M. BERG TO BE REELECTED BY THE HOLDERS OF OUR PREFERRED STOCK. WE URGE
YOU TO VOTE FOR MESSRS. SPEESE, ARNETTE AND BERG.
TERMS TO EXPIRE AT THE Mark E. Speese Mr. Speese has served as a director of Rent-A-Center since
2002 ANNUAL MEETING: 1990, and served as President of Rent-A-Center from 1990
until April 1999. Mr. Speese also served as Rent-A-Center's
Chief Operating Officer from November 1994 until March
1999. From Rent-A-Center's inception in 1986 until 1990,
Mr. Speese served as a Vice President responsible for
Rent-A-Center's New Jersey operations. Prior to joining
Rent-A-Center, Mr. Speese was a regional manager for Thorn
Americas from 1979 to 1986. Mr. Speese's term as a director
currently expires at this year's annual stockholders
meeting. Mr. Speese is 41 years old.
L. Dowell Arnette Mr. Arnette has served as President since April 1999 and as
Chief Operating Officer since March 1999. From September
1996 until March 1999, Mr. Arnette served as Executive Vice
President of Rent-A-Center. From May 1995 to September
1996, Mr. Arnette served as Senior Vice President of
Rent-A-Center. From November 1994 to May 1995, he served as
Regional Vice President of Rent-A-Center. From 1993 to
November 1994, he served as a regional manager of
Rent-A-Center responsible for the southeastern region. From
1975 until 1993, Mr. Arnette was an Executive Vice
President of DEF Investments, Inc., an operator of
rent-to-own stores. Rent-A-Center acquired substantially
all of the assets of DEF and its subsidiaries in April
1993. Mr. Arnette is the brother of Joe T. Arnette, Vice
President -- Training & Personnel of Rent-A-Center. Mr.
Arnette has been nominated by our Board to replace Rex W.
Thompson, who is retiring from our Board at this year's
annual stockholder meeting. Mr. Arnette is 51 years old.
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Laurence M. Berg Mr. Berg was appointed a director of Rent-A-Center in
August 1998. Mr. Berg has been associated since 1992 and a
principal since 1995 with Apollo Advisors, L.P., which
together with its affiliates, acts as managing general
partner of Apollo Investment Fund, L.P., AIF II, L.P.,
Apollo Investment Fund III, L.P., and Apollo Investment
Fund IV, L.P. Mr. Berg is also a director of Mariner
Post-Acute Network, Inc., a nationwide provider of
post-acute healthcare services, Continental Graphics
Holdings, Inc., a provider of information services to the
aerospace and professional services industry, and Berlitz
International, Inc., a provider of language services. Mr.
Berg serves as one of the two directors to be elected by
the holders of our Preferred Stock. Mr. Berg's term as a
director currently expires at this year's annual
stockholders meeting. Mr. Berg is 32 years old.
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CONTINUING DIRECTORS
TERMS EXPIRE AT Joseph V. Mariner, Jr. Mr. Mariner has served as a director of Rent-A-Center since
THE 2000 ANNUAL February 1995. Until his retirement in 1978, Mr. Mariner
MEETING: served as Chairman of the Board of Directors and Chief
Executive Officer of Hydrometals, Inc., a large
conglomerate with subsidiaries engaged in the manufacture
of retail plumbing supplies, non-powered hand tools and
electronic components. Mr. Mariner currently serves as a
director of Temtex Industries, Inc., a manufacturer of
energy efficient fireplaces and gas logs, Peerless Mfg.
Co., a manufacturer of heavy oil and gas filtration
equipment and Dyson Kissner Moran Corp., a New York based
private investment company engaged in acquiring and
operating a multitude of manufacturing companies with
additional holdings in real estate. Mr. Mariner's term as a
director expires at our 2000 annual stockholders meeting.
Mr. Mariner is 78 years old.
J.V. Lentell Mr. Lentell has served as a director of Rent-A-Center since
February 1995. Mr. Lentell was employed by Kansas State
Bank & Trust Co., Wichita, Kansas, from 1966 through July
1993, serving as Chairman of the Board from 1981 through
July 1993. Since July 1993, he has served as a director and
Vice Chairman of the Board of Directors of Intrust Bank,
N.A., successor by merger to Kansas State Bank & Trust Co.
Mr. Lentell's term as a director expires at our 2000 annual
stockholders meeting. Mr. Lentell is 60 years old.
TERMS EXPIRE AT THE J. Ernest Talley Mr. Talley has served as Chairman of the Board of Directors
2001 ANNUAL MEETING: of Rent-A-Center since May 1989 and Chief Executive Officer
since November 1994. Mr. Talley operated a rent-to-own
business from 1963 to 1974 in Wichita, Kansas, which he
sold to Remco (later acquired by Thorn Americas and
acquired by us as part of the Thorn Americas acquisition)
in 1974. From 1974 to 1988, he was involved in the
commercial real estate business in Dallas, Texas. Mr.
Talley co-founded Talley Lease to Own, Inc. with his son,
Michael C. Talley, in 1987 and served as a director and
Chief Executive Officer of that company from 1988 until its
merger with Rent-A-Center on January 1, 1995. Mr. Talley's
term as a director expires at our 2001 annual stockholders
meeting. Mr. Talley is 64 years old.
Peter P. Copses Mr. Copses was appointed a director of Rent-A-Center in
August 1998. Since 1990, Mr. Copses has been a principal of
Apollo Advisors, L.P., which, together with its affiliates,
acts as managing general partner of Apollo Investment Fund,
L.P., AIF II, L.P., Apollo Investment Fund III, L.P. and
Apollo Investment Fund IV, L.P. Mr. Copses is also a
director of Mariner Post-Acute Network, Inc., a nationwide
provider of post-acute healthcare services, Koo Koo Roo
Enterprises, Inc. an operator of full-service and fast
casual restaurants, and Zale Corporation, an operator of
specialty retail jewelry stores. Mr. Copses serves as one
of the two directors to be elected by the holders of our
Preferred Stock. Mr. Copses' term as a director expires at
our 2001 annual stockholders meeting. Mr. Copses is 40
years old.
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BOARD INFORMATION
BOARD MEETINGS: During 1998, our Board of Directors met six times, including regularly scheduled and
special meetings. Each director attended all meetings of the Board during his service as
a director. The Board took action by unanimous written consent four times during 1998.
BOARD COMMITTEES: THE AUDIT COMMITTEE recommends the appointment of Rent-A-Center's independent auditors.
It also approves audit reports and plans, accounting policies, audit fees and certain
other expenses. The Audit Committee held one meeting in 1998. All members of the Audit
Committee are non-employee directors. A director elected by the holders of our Preferred
Stock must be a member of the Audit Committee. Members: Mr. Mariner, Chairman, and
Messrs. Thompson, Lentell and Berg.
THE COMPENSATION COMMITTEE manages executive officer compensation. It also administers
our compensation and incentive plans, including the Long-Term Incentive Plan. The
committee evaluates the competitiveness of Rent-A-Center's compensation and the
performance of the Chief Executive Officer. It held one regular meeting in 1998. All
members of the Compensation Committee are non-employee directors. A director elected by
the holders of our Preferred Stock must be a member of the Compensation Committee.
Members: Mr. Thompson, Chairman, and Messrs. Mariner, Lentell and Copses.
THE FINANCE COMMITTEE. In connection with the completion of the financing of the Thorn
Americas acquisition, the Board created a Finance Committee. Under our Certificate of
Incorporation, the Finance Committee must approve the issuance of debt and equity
securities, except in limited circumstances. In certain cases the approval must be
unanimous. A director elected by the holders of our Preferred Stock must be a member of
the Finance Committee. The Finance Committee did not meet during 1998. Members: Messrs.
Lentell, Talley, and Copses.
BOARD COMPENSATION
RETAINER AND FEES: Non-employee directors each receive $3,000 for each Board meeting and $1,000 for each
Committee meeting attended and are reimbursed for their expenses in attending such
meetings. Messrs. Talley and Speese did not receive compensation for their services as a
director.
OPTION GRANTS: Non-employee directors receive options to purchase 3,000 shares of our common stock on
the first business day of each year. The exercise price of the options is the fair market
value of our shares of our common stock on the grant date. These options vest and are
exercisable immediately. Messrs. Talley and Speese were not granted any options for their
services as a director.
INDEMNIFICATION As permitted by the Delaware General Corporation Law, we have adopted provisions in our
ARRANGEMENTS: Certificate of Incorporation and Bylaws that provide for the indemnification of our
directors and officers to the fullest extent permitted by applicable law. These
provisions, among other things, indemnify each of our directors and officers for certain
expenses, including attorneys' fees, judgments, fines and settlement amounts incurred by
such director or officer in any action or proceeding, including any action by or in the
right of Rent-A-Center, on account of such director's or officer's service as a director
or officer of Rent-A-Center. In addition, we maintain a customary directors' and
officers' liability insurance policy covering our directors and officers. We believe that
these indemnification provisions are necessary to attract and retain qualified persons as
directors.
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EXECUTIVE OFFICERS
The Board appoints our executive officers at the first Board meeting following
our annual stockholders meeting, and updates the executive officer positions as
needed throughout the year. Each executive officer serves at the behest of the
Board and until their successors are elected and appointed or until the earlier
of their death, resignation or removal.
The following table sets forth certain information with
respect to our executive officers:
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NAME AGE POSITION
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J. Ernest Talley.... 64 Chairman of the Board and Chief Executive Officer
L. Dowell Arnette... 51 President and Chief Operating Officer
Dana F. Goble....... 33 Executive Vice President
Bradley W. 38 Senior Vice President -- General Counsel
Denison...........
Mitchell E. Fadel... 41 President and Chief Executive Officer of ColorTyme, Inc.
Anthony M. Doll..... 30. Senior Vice President
C. Edward Ford, 32 Senior Vice President
III...............
John H. Whitehead... 49 Senior Vice President
David A. Kraemer.... 37 Senior Vice President
William C. Nutt..... 42 Senior Vice President
Thomas J. Lopez..... 39 Senior Vice President
Robert D. Davis..... 27 Vice President -- Finance, Chief Financial Officer and
Treasurer
David M. Glasgow.... 30 Corporate Secretary
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J. Ernest Talley Mr. Talley has served as Chairman of the Board of Directors
of Rent-A-Center since May 1989 and Chief Executive Officer
since November 1994. Mr. Talley operated a rent-to-own
business from 1963 to 1974 in Wichita, Kansas, which he
sold to Remco (later acquired by Thorn Americas and
acquired by us as part of the Thorn Americas acquisition)
in 1974. From 1974 to 1988, he was involved in the
commercial real estate business in Dallas, Texas. Mr.
Talley co-founded Talley Lease to Own, Inc. with his son,
Michael C. Talley, in 1987 and served as a director and
Chief Executive Officer of that company from 1988 until its
merger with Rent-A-Center on January 1, 1995.
L. Dowell Arnette Mr. Arnette has served as President since April 1999 and as
Chief Operating Officer since March 1999. From September
1996 until March 1999, Mr. Arnette served as Executive Vice
President of Rent-A-Center. From May 1995 to September
1996, Mr. Arnette served as Senior Vice President of
Rent-A-Center. From November 1994 to May 1995, he served as
Regional Vice President of Rent-A-Center. From 1993 to
November 1994, he served as a regional manager of
Rent-A-Center responsible for the southeastern region. From
1975 until 1993, Mr. Arnette was an Executive Vice
President of DEF Investments, Inc., an operator of
rent-to-own stores. Rent-A-Center acquired substantially
all of the assets of DEF and its subsidiaries in April
1993. Mr. Arnette is the brother of Joe T. Arnette, Vice
President -- Training & Personnel of Rent-A-Center.
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Dana F. Goble Mr. Goble has served as Executive Vice President of
Rent-A-Center since March 1999. From December 1996 until
March 1999, Mr. Goble served as Senior Vice President of
Rent-A-Center, and from May 1995 until December 1996, Mr.
Goble served as Regional Vice President of Rent-A-Center.
From April 1993 to May 1995, Mr. Goble served as regional
manager for the Detroit, Michigan area.
Bradley W. Denison Mr. Denison has served as Senior Vice President -- General
Counsel of Rent-A-Center since October 1998. Between
September 1996 and October 1998, Mr. Denison was Vice
President and Assistant General Counsel for Thorn Americas,
Inc. From August 1996 to October 1996, Mr. Denison served
as Associate General Counsel for Thorn Americas, Inc. and
from June 1994 until August 1996, served as Director and
Chief Counsel for Thorn Americas, Inc. Prior to that time,
Mr. Denison served as a Staff Attorney for Thorn Americas,
Inc.
Mitchell E. Fadel Mr. Fadel has served as President and Chief Executive
Officer of ColorTyme since November 1992. ColorTyme was
acquired by Rent-A-Center in May 1996.
Anthony M. Doll Mr. Doll has served as Senior Vice President of Rent-A-
Center since September 1998. From September 1996 until
September 1998, Mr. Doll served as Regional Vice President
of Rent-A-Center. Between May 1995 and September 1996, Mr.
Doll served as Rent-A-Center's regional manager for the
Detroit, Michigan area. From April 1993 to May 1995, Mr.
Doll served as the manager of Rent-A-Center's stores in
Michigan.
C. Edward Ford, III Mr. Ford has served as Senior Vice President of Rent-A-
Center since September 1998. From January 1997 until
September 1998, Mr. Ford served as a Regional Vice
President of Rent-A-Center. Between November 1994 until
January 1997, Mr. Ford served as a regional manager for
Rent-A-Center for the Tennessee region. From July 1993
until November 1994, Mr. Ford served as a store manager for
Rent-A-Center.
John H. Whitehead Mr. Whitehead has served as Senior Vice President of
Rent-A-Center since September 1997. Between May 1995 and
September 1997, Mr. Whitehead served as a Regional Vice
President for Rent-A-Center. From July 1993 to May 1995,
Mr. Whitehead served as Rent-A-Center's regional manager
for the Atlanta, Georgia area.
David A. Kraemer Mr. Kraemer has served as Senior Vice President of
Rent-A-Center since September 1998. From December 1995
until September 1998, Mr. Kraemer served as a Regional Vice
President for Rent-A-Center. Prior to that time, Mr.
Kraemer served as a Divisional Vice President for MRTO
Holdings from November 1990 until Rent-A-Center acquired
MRTO Holdings in September 1995.
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William C. Nutt Mr. Nutt has served as Senior Vice President of Rent-A-
Center since May 1998. Between December 1995 until May
1998, Mr. Nutt served as a Regional Vice President for
Rent-A-Center. From December 1992 through December 1995,
Mr. Nutt served as Rent-A-Center's regional manager for the
Northeast Ohio area.
Thomas J. Lopez Mr. Lopez has served as Senior Vice President since
September 1998. Between December 1995 and September 1998,
Mr. Lopez served as a Regional Vice President for
Rent-A-Center. From April 1991 until Rent-A-Center acquired
MRTO Holdings in September 1995, Mr. Lopez served as a
Divisional Vice President for MRTO Holdings.
Robert D. Davis Mr. Davis has served as Chief Financial Officer since
January 1999 and Vice President -- Finance and Treasurer
since September 1998. Between June 1997 and September 1998,
Mr. Davis served as Treasurer of Rent-A-Center. From
January 1997 until June 1997, Mr. Davis served as
Rent-A-Center's Assistant Secretary and Treasurer. Between
June 1995 and January 1997, Mr. Davis served as the Payroll
Supervisor for Rent-A-Center and from June 1993 to June
1995 served as an accountant for Rent-A-Center.
David M. Glasgow Mr. Glasgow has served as Corporate Secretary for
Rent-A-Center since June 1995. Between June 1995 and June
1997, Mr. Glasgow served as Corporate Secretary and
Treasurer for Rent-A-Center. From March 1995 to June 1995,
Mr. Glasgow served as accounting operations supervisor and
from June 1993 to March 1995, served as an accountant for
Rent-A-Center.
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COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
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THE In February 1995, our Board established the Compensation
COMMITTEE: Committee to review and approve the compensation levels for
our members of senior management, evaluate the performance
of senior management, consider management succession and
consider any related matters for us. The Compensation
Committee is charged with reviewing with our Board in detail
all aspects of compensation for our executive officers.
OVERALL We have developed a compensation program for executives and
PHILOSOPHY AND key employees designed to meet the following goals:
OBJECTIVES:
- Reward performance that increases the value of your
stock.
- Attract, retain and motivate executives and key
employees with competitive compensation opportunities.
- Build and encourage ownership of our shares.
- Balance short-term and long-term strategic goals.
- Address the concerns of our stockholders, employees, the
financial community and the general public.
To meet these objectives, we reviewed competitive
compensation data and implemented the base salary and annual
and long-term incentive programs discussed below.
EXECUTIVE The available forms of executive compensation include base
COMPENSATION: salary, cash bonus awards and incentive stock options,
restricted stock awards and stock appreciation rights. Our
performance is a key consideration in determining executive
compensation. However, our compensation policy recognizes
that stock price performance is only one measure of
performance and, given industry business conditions and our
long-term strategic direction and goals, it may not
necessarily be the best current measure of executive
performance. Therefore, our compensation policy also gives
consideration to the achievement of specified business
objectives when determining executive officer compensation.
An additional achievement of the Compensation Committee has
been to offer officers equity compensation in addition to
salary in keeping with our overall compensation philosophy,
which attempts to place equity in the hands of our employees
in an effort to further instill stockholder considerations
and values in the actions of all the employees and executive
officers.
Compensation paid to executive officers is based upon a
company-wide salary structure consistent for each position
relative to its authority and responsibility compared to
industry peers. Stock option awards in fiscal year 1998 were
used to reward certain officers and to retain them through
the potential of capital gains and equity buildup in
Rent-A-Center. The number of stock options granted is
determined by the subjective evaluation of the officer's
ability to influence our long term growth and profitability.
Stock options granted to our senior management have been
granted only pursuant to our Long-Term Incentive Plan. The
Board believes the award of options represents an effective
incentive to create value for the stockholders.
CEO Mr. Talley's base salary as our Chief Executive Officer for
COMPENSATION: fiscal year 1998 was $280,000. Effective January 3, 1999, we
increased his base salary approximately 70% to $400,000 in
order to raise his salary to a level the Compensation
Committee deemed to be commensurate with the Chief Executive
Officer's position at comparable publicly owned companies
and in recognition of the increased responsibilities
associated with the tremendous growth we experienced last
year. In determining the compensation of Mr. Talley, the
Compensation Committee considered Mr. Talley's performance,
his compensation history and other subjective factors. The
Compensation Committee believes that the Chief Executive
Officer's 1998 and 1999 compensation levels are justified by
the Company's financial progress and performance against the
goals set by the Compensation Committee.
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COMPENSATION COMMITTEE
Rex W. Thompson
J. V. Lentell
Joseph V. Mariner, Jr.
Peter P. Copses
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PERFORMANCE GRAPH(1)
Comparison of Cumulative Total Return Among
Rent-A-Center, Nasdaq Stock Market -- Market Index and Rent-A-Center's "Peer
Group"(2)
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Measurement Period Rent-A- NASDAQ
(Fiscal Year Covered) Center Market Index Peer Group
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1/25/95 100 100 100
12/29/95 359 129 78
12/31/96 378 160 71
12/31/97 535 196 62
12/31/98 828 288 66
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(1) Assumes $100 invested on January 25, 1995 and dividends reinvested.
Historical performance does not necessarily predict future results.
(2) Because of the consolidation in the rent-to-own industry, our peer group has
changed since our initial public offering in January 1995. Our peer group
for the 1998 fiscal year consists of Aaron Rents, Inc., Bestway, Inc.,
Heilig Meyers Company, and RentWay, Inc.
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EXECUTIVE COMPENSATION AND OTHER INFORMATION
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SUMMARY OF The following table summarizes the compensation we paid the
COMPENSATION: Chairman and Chief Executive Officer and each of the four
other most highly compensated executive officers at the end
of 1998, based on salary, bonus and stock option grants.
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LONG-TERM
COMPENSATION
ANNUAL ------------
COMPENSATION(1) SECURITIES ALL OTHER
NAME & ----------------------------- UNDERLYING COMPENSATION
PRINCIPAL POSITION SALARY($) BONUS($) OPTIONS(#) ($)
------------------ --------- --------- ------------ ------------
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J. Ernest Talley......... 1998 $280,000 -- -- --
Chairman of the Board 1997 250,000 -- -- --
& Chief Executive 1996 240,000 -- -- --
Officer
Mark E. Speese........... 1998 $200,000 $ 16,000 --
President and 1997 170,000 21,000 -- --
Chief Operating Officer 1996 160,000 16,000 -- --
Mitchell E. Fadel(2)..... 1998 $235,000 $104,000 -- --
President & Chief 1997 210,000 96,000 10,000(3) --
Executive Officer -- 1996 210,000(2) 96,000 -- --
ColorTyme, Inc.
L. Dowell Arnette........ 1998 $190,000 $ 16,000 15,000(4) --
Executive Vice 1997 160,000 25,000 -- --
President 1996 150,000 16,000 -- --
Bradley W. Denison....... 1998 $ 58,000(5) $211,000(6) 50,000(7) --
Senior Vice President & 1997 -- -- -- --
General Counsel 1996 -- -- -- --
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(1) The named executive officers did not receive any annual
compensation not properly categorized as salary or bonus,
except for certain perquisites or other benefits the
aggregate cost of which did not exceed the lesser of
$50,000 or 10% of the total of annual salary and bonus
for each such officer.
(2) Mr. Fadel is President of ColorTyme, which we acquired in
May 1996. The amount presented for 1996 reflects the
entire portion of his $210,000 annual salary received in
1996, although only $105,000 of such salary was paid to
Mr. Fadel by Rent-A-Center.
(3) These amounts represent an option to purchase our common
stock that was granted to Mr. Fadel in July 1996 and was
outstanding as of December 31, 1996. Effective January 2,
1997, this option was canceled and Mr. Fadel was granted
a new option to purchase 10,000 shares of our common
stock to replace the option granted in 1996. The new
option vests at 25% per year, beginning January 2, 1998.
(4) In July 1998, Mr. Arnette was granted an option to
purchase 15,000 shares of our common stock pursuant to
our Long-Term Incentive Plan. The option vests over four
years and expires 10 years from the date of the grant,
unless earlier terminated.
(5) Mr. Denison was employed by Thorn Americas, Inc. prior to
our acquisition of Thorn Americas. This amount reflects
the portion of Mr. Denison's salary paid by us.
(6) Pursuant to the Thorn Americas acquisition, Mr. Denison
received certain change of control payments under benefit
plans that Thorn Americas had in place. The Thorn
Americas purchase price was reduced by the
change-of-control payments. This amount reflects the
change-of-control payments made to Mr. Denison, which
were paid by us.
(7) In October 1998, Mr. Denison was granted an option to
purchase 50,000 shares of our common stock pursuant to
our Long-Term Incentive Plan. The option vests over
various periods and upon the achievement of various
objectives. The option expires 10 years from the date of
the grant, unless earlier terminated.
11
<PAGE> 14
<TABLE>
<C> <S>
STOCK OPTIONS GRANTED The following table lists our grants during 1998 of stock options to the officers named
IN 1998: in the Summary of Compensation Table. The amounts shown as potential realizable values
rely on arbitrarily assumed rates of share price appreciation prescribed by the SEC. In
assessing those values, please note that the ultimate value of the options, as well as
your shares, depends on actual future share values. Market conditions and the efforts
of the directors, the officers and others to foster the future success of Rent-A-Center
can influence those future share values.
</TABLE>
<TABLE>
<CAPTION>
POTENTIAL
REALIZABLE VALUE AT
ASSUMED ANNUAL
NUMBER OF % OF STOCK PRICE
SECURITIES TOTAL APPRECIATION FOR
UNDERLYING GRANTED OPTION TERM(1)
OPTIONS IN FISCAL EXERCISE EXPIRATION ---------------------
NAME GRANTED 1998 PRICE(3) DATE 5% 10%
---- ---------- --------- -------- ---------- -------- ----------
<S> <C> <C> <C> <C> <C> <C>
J. Ernest Talley........ 0 0 N/A N/A N/A N/A
Mark E. Speese.......... 0 0 N/A N/A N/A N/A
Mitchell E. Fadel....... 0 0 N/A N/A N/A N/A
L. Dowell Arnette....... 15,000(2) 0.55% $28.50 7/1/08 $268,852 $ 681,325
Bradley W. Denison...... 50,000(4) 1.83% $26.50 1/2/07 $833,285 $2,111,709
</TABLE>
- ------------
(1) These amounts represent certain assumed rates of
appreciation only. Actual gains, if any, on stock option
exercises are dependent on the future performance of our
common stock and overall market conditions. There can be
no assurance that the amounts reflected in this table will
be achieved.
(2) Options are exercisable at 25% per year, beginning one
year from the date of grant.
(3) The exercise price was fixed at the date of the grant and
represented the fair market value per share of common
stock on such date.
(4) The option vests over various periods and upon the
achievement of various objectives. The option expires 10
years from the date of grant, unless earlier terminated.
<TABLE>
<C> <S>
1998 OPTION HOLDINGS: The following table contains values for "in the money" options, meaning a positive
spread between the year-end share price of $31.75 and the exercise price for the
options held by our named executive officers. These values have not been, and may never
be, realized. The options might never be exercised, and the value, if any, will depend
on the share price on the exercise date. No shares were acquired during 1998 by our
named executive officers as a result of the exercise of options.
</TABLE>
FISCAL YEAR END OPTION VALUES*
<TABLE>
<CAPTION>
NUMBER OF VALUE OF UNEXERCISED
UNEXERCISED OPTIONS IN-THE-MONEY OPTIONS
AT FISCAL YEAR END AT FISCAL YEAR END
EXERCISABLE(E)/ EXERCISABLE(E)/
NAME UNEXERCISABLE(U) UNEXERCISABLE(U)
---- ------------------- -----------------------
<S> <C> <C> <C> <C>
J. Ernest Talley........................ 0(E) 0(U) 0(E) 0(U)
Mark E. Speese.......................... 0(E) 0(U) 0(E) 0(U)
Mitchell E. Fadel....................... 2,500(E) 7,500(U) $ 43,425(E) $130,275(U)
L. Dowell Arnette....................... 11,250(E) 18,750(U) $282,150(E) $142,800(U)
Bradley W. Denison...................... 0(E) 50,000(U) 0(E) $262,500(U)
</TABLE>
- ------------
* The closing market price of our common stock on December 31,
1998 of $31.75, as reported on the Nasdaq National Market of
the Nasdaq Stock Market, Inc., was used in the calculation
to determine the value of unexercised options.
12
<PAGE> 15
EMPLOYMENT AGREEMENTS
<TABLE>
<C> <S>
MR. DENISON: We are a party to an employment agreement with Bradley W. Denison dated October 1,
1998, naming Mr. Denison our Senior Vice President and General Counsel effective on
October 5, 1998. The employment agreement provides for an annual salary of $235,000
plus bonus and a severance amount equal to one year's salary in the event of
termination. Mr. Denison received an option to purchase 50,000 shares of our common
stock under our Long-Term Incentive Plan at an exercise price of $26.50 per share. Of
the this amount, no portion is currently exercisable.
DANNY Z. WILBANKS: We are a party to an employment agreement with Danny Z. Wilbanks, our former Senior
Vice President-- Finance and Chief Financial Officer. This employment agreement, dated
March 28, 1997, named Mr. Wilbanks the Senior Vice President-- Finance and Chief
Financial Officer of Rent-A-Center effective April 1, 1997. The employment agreement
provided for Mr. Wilbanks' employment for a two-year period commencing April 1, 1997,
subject to earlier termination by us or Mr. Wilbanks at any time for any reason, and
for an annual salary of $140,000 for the first year, with annual increases thereafter
as authorized by the Board. We also entered into a stock option agreement with Mr.
Wilbanks pursuant to which Mr. Wilbanks received an option to purchase 60,000 shares of
our common stock under our Long-Term Incentive Plan, at an exercise price of $14.00 per
share. Of the this amount, 10,000 have been exercised and 25,000 are currently
exercisable. Mr. Wilbanks resigned his officer positions in January 1999 and left our
employ in April 1999.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
INTRUST BANK: J.V. Lentell, one of our directors, serves as Vice Chairman of the Board of Directors
of Intrust Bank, N.A., one of our lenders. Intrust Bank, N.A. was an $18,000,000
participant in our prior credit facility and is a $18,900,000 participant in our senior
credit facilities. The prior credit facility was replaced by the senior credit
facilities. We also maintain a $2,000,000 revolving line of credit with Intrust Bank,
N.A. In addition, Intrust Bank, N.A. serves as trustee of the Company's 401(k) plan.
PORTLAND/WILSON: Mitchell E. Fadel, President of ColorTyme, owns approximately 13.5% of each of Portland
II RAC, Inc. and Wilson Enterprises of Maine, Inc., both of which are our franchisees.
As of March 23, 1999, Portland and Wilson collectively were indebted to us for
approximately $281,582.
APOLLO MANAGEMENT IV, On August 5, 1998, affiliates of Apollo Management IV, L.P. purchased $250 million of
L.P. our preferred stock. Pursuant to the stock purchase agreement we entered into with
affiliates of Apollo Management IV, L.P., the affiliates of Apollo Management IV, L.P.
have voting control of 100% of our Preferred Stock, which gives them the right to elect
two individuals to our Board. Messrs. Berg and Copses currently serve as such directors
on our Board.
STOCK REPURCHASE: On August 18, 1998, we repurchased 990,099 shares of our common stock for $25 million
from Mr. Talley, our Chairman of the Board and Chief Executive Officer. The repurchase
of Mr. Talley's stock was approved by the Board on August 5, 1998. The price was
determined by a pricing committee made up of Joseph V. Mariner, Jr., J. V. Lentell and
Rex W. Thompson and was approved by the Board with Mr. Talley abstaining. The pricing
committee met on August 17, 1998, after the close of the markets, and Mr. Talley's
shares were repurchased at the price of $25.25 per share, the closing price of our
common stock on August 17, 1998.
COMMITTEE INTERLOCKS: None of our executive officers served as an officer, director or member of a entity, an
executive officer or director of which is a member of our Compensation Committee.
</TABLE>
13
<PAGE> 16
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Based on a review of reports filed by our directors, executive officers and
beneficial holders of 10% or more of our shares, and upon representations from
those persons, we believe that all SEC stock ownership reports required to be
filed by those reporting persons during 1998 were timely made, except as noted
below. Mr. Talley, Mr. Arnette and Mr. Kraemer failed to file a Form 4 on a
timely basis and Mr. Denison failed to file a Form 3 on a timely basis. Late
forms were filed in each instance.
OTHER BUSINESS
The Board does not intend to bring any business before the annual stockholders
meeting other than the matters referred to in this notice and at this date has
not been informed of any matters that may be presented to the annual
stockholders meeting by others. If, however, any other matters properly come
before the annual stockholders meeting, it is intended that the persons named in
the accompanying proxy will vote pursuant to the proxy in accordance with their
best judgment on such matters.
Representatives of Grant Thornton LLP, the Company's independent public
accountants for the fiscal year ended December 31, 1998, will attend the annual
stockholders meeting and be available to respond to appropriate questions which
may be asked by stockholders. These representatives will also have an
opportunity to make a statement at the meeting if they desire to do so.
The Audit Committee of the Board has not appointed an independent public
accounting firm for the 1999 fiscal year. The Board and the Audit Committee
annually review the performance of the our independent public accountants and
the fees charged for their services. The Board anticipates, from time to time,
obtaining competitive proposals from other independent public accounting firms
for our annual audit. Based upon the Board and Audit Committee's analysis of
such information, we will determine which independent public accounting firm to
engage to perform its annual audit each year.
14
<PAGE> 17
RENT-A-CENTER STOCK OWNERSHIP
The following tables list our stock ownership for our directors, our named
executive officers, and our known 5% stockholders. Ownership includes direct and
indirect (beneficial) ownership, as defined by SEC rules. To our knowledge, each
person, along with his or her spouse, has sole voting and investment power over
the shares unless otherwise noted. Information in the table is as of March 23,
1999.
<TABLE>
<CAPTION>
SHARES OF SHARES OF SERIES A
COMMON STOCK PREFERRED STOCK
BENEFICIALLY OWNED BENEFICIALLY OWNED
---------------------- ------------------
NAME AND ADDRESS OF PERCENT PERCENT
BENEFICIAL OWNER NUMBER OF CLASS NUMBER OF CLASS
- ------------------- --------- -------- ------- --------
<S> <C> <C> <C> <C>
J. Ernest Talley(1)................................... 4,903,166(2) 19.52% -- --
Mark E. Speese(1)..................................... 2,288,432 9.11% -- --
L. Dowell Arnette..................................... 419,914(3) 1.67% -- --
Mitchell E. Fadel..................................... 45,300(4) * -- --
Bradley W. Denison.................................... 0 * -- --
J.V. Lentell.......................................... 16,000(5) * -- --
Rex W. Thompson....................................... 15,000(5) * -- --
Joseph V. Mariner, Jr. ............................... 7,000(6) * -- --
Laurence M. Berg(7)................................... 3,000(5) * -- --
Peter P. Copses(7).................................... 3,000(5) * -- --
Apollo(8)............................................. 8,949,347 26.27% 260,000 100.0%
All officers and directors as a group (19 total)...... 7,799,202 30.90% -- --
</TABLE>
- ---------------
* Less than 1%.
(1) The address of Messrs. Talley and Speese is 5700 Tennyson Parkway Third
Floor, Plano, Texas 75024.
(2) Does not include an aggregate of 326,184 shares owned by two of Mr.
Talley's children, as to which Mr. Talley disclaims beneficial ownership.
(3) Includes 15,000 shares issuable pursuant to options granted under the
Long-Term Incentive Plan, all of which are currently exercisable.
(4) Includes 5,000 shares issuable pursuant to options granted under the
Long-Term Incentive Plan, all of which are currently exercisable.
(5) These shares are issuable pursuant to options granted under the Long-Term
Incentive Plan, all of which are currently exercisable.
(6) Includes 3,000 shares issuable pursuant to options granted under the
Long-Term Incentive Plan, all of which are currently exercisable.
(7) Messrs. Berg and Copses are each principals and officers of certain
affiliates of Apollo. Accordingly, each of Messrs. Berg and Copses may be
deemed to beneficially own shares owned by Apollo. Messrs. Berg and Copses
disclaim beneficial ownership with respect to any such shares owned by
Apollo.
(8) The address of Apollo is 1999 Avenue of the Stars, Suite 1900, Los Angeles,
California 90067. The 8,949,347 shares of common stock represent the shares
of common stock into which the Series A preferred stock is convertible.
Apollo owns 250,000 shares of our Preferred Stock, which represents in
excess of 96% of the outstanding shares of our Preferred Stock. Apollo also
has the right to vote RC Acquisition Corp.'s 10,000 shares of Preferred
Stock. Apollo disclaims any beneficial ownership in these 10,000 shares
other than its right to vote these shares.
15
<PAGE> 18
VOTING PROCEDURES/REVOKING YOUR PROXY
<TABLE>
<C> <S>
QUORUM: Because the holders of our Preferred Stock are entitled to
elect one director as a separate class, there are two
different standards for determining if a quorum is present.
For purposes of electing the director to be elected by the
holders of our Preferred Stock, there must be a majority of
the outstanding shares of our Preferred Stock on the Record
Date, present in person or by proxy, at this year's annual
stockholders meeting. For all other purposes, the holders of
the majority of the votes entitled to vote at this year's
annual stockholders meeting will constitute a quorum.
VOTES REQUIRED To be elected, directors must receive a plurality of the
TO APPROVE A shares voting in person or by proxy, provided a quorum
PROPOSAL: exists. A plurality means receiving the largest number of
votes, regardless of whether that is a majority. All matters
other than the election of directors submitted to you at the
meeting will be decided by a majority of the votes cast on
the matter, provided a quorum exists, except as otherwise
provided by law or our Certificate of Incorporation or
Bylaws.
SHARES On the Record Date, there were 25,118,173 shares of common
OUTSTANDING stock outstanding. Each share of common stock entitles the
AND NUMBER OF holder to one vote per share. On the Record Date, there were
VOTES: 260,000 shares of Preferred Stock outstanding. Each share of
Preferred Stock entitles the holder to approximately 34.42
votes per share, or 8,949,347 votes in the aggregate.
ABSTENTIONS Those who fail to return a proxy or attend the meeting will
AND BROKER not count towards determining any required plurality,
NON-VOTES: majority or quorum. Stockholders and brokers returning
proxies or attending the meeting who abstain from voting on
the election of our directors will count towards determining
a quorum. However, such abstentions will have no effect on
the outcome of the election of our directors.
Brokers holding shares of record for customers generally are
not entitled to vote on certain matters unless they receive
voting instructions from their customers. In the event that
a broker does not receive voting instructions for these
matters from its customers, a broker may notify us that it
lacks voting authority to vote those shares. These "broker
non-votes" refer to votes that could have been cast on the
matter in question by brokers with respect to uninstructed
shares if the brokers had received their customers'
instructions. These broker non-votes will be included in
determining whether a quorum exists, but will have no effect
on the outcome of the election of our directors.
HOW THE PROXIES The enclosed proxies will be voted in accordance with the
WILL BE VOTED: instructions you place on the proxy card. Unless otherwise
stated, all shares represented by your returned, signed
proxy will be voted as noted on the first page of this proxy
statement.
HOW YOU MAY You may revoke your proxies by:
REVOKE YOUR
PROXIES: - Delivering a signed, written revocation letter, dated
later than the proxy, to David M. Glasgow, Corporate
Secretary, at 5700 Tennyson Parkway, Third Floor, Plano,
Texas 75024;
- Delivering a signed proxy, dated later than the first
one, to ChaseMellon Shareholder Services, 600 Willow Tree
Road, Leonia, NJ 07605, Attn: Norma Cianfaglione; or
- Attending the meeting and voting in person or by proxy.
Attending the meeting alone will not revoke your proxy.
PROXY Our employees will solicit proxies for no additional
SOLICITATION: compensation. We will reimburse banks, brokers, custodians,
nominees and fiduciaries for reasonable expenses they incur
in sending these proxy materials to you if you are a
beneficial holder of our shares.
</TABLE>
16
<PAGE> 19
SUBMISSION OF STOCKHOLDER PROPOSALS
From time to time, stockholders may seek to nominate directors or present
proposals for inclusion in the proxy statement and form of proxy for
consideration at an annual stockholders meeting. To be included in the proxy
statement or considered at an annual or any special meeting, you must timely
submit nominations of directors or proposals, in addition to meeting other legal
requirements. We must receive proposals for the 2000 annual stockholders meeting
no later than January 19, 2000, for possible inclusion in the proxy statement,
or prior to February 15, 2000 for possible consideration at the meeting, which
is expected to take place on May 16, 2000. Direct any proposals, as well as
related questions, to the undersigned.
ANNUAL REPORT ON FORM 10-K
YOU MAY OBTAIN A COPY OF OUR ANNUAL REPORT ON FORM 10-K THAT WE FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION, WITHOUT CHARGE, BY SUBMITTING A WRITTEN
REQUEST TO:
DAVID M. GLASGOW, CORPORATE SECRETARY
RENT-A-CENTER, INC.
5700 TENNYSON PARKWAY, THIRD FLOOR
PLANO, TEXAS 75024.
YOU MAY ALSO OBTAIN OUR SEC FILINGS THROUGH THE INTERNET AT www.sec.gov.
By order of the Board of Directors.
/s/ DAVID M. GLASGOW
David M. Glasgow
Corporate Secretary
PLEASE VOTE -- YOUR VOTE IS IMPORTANT
17
<PAGE> 20
RENT-A-CENTER, INC.
5700 TENNYSON PARKWAY, 3RD FLOOR
PLANO, TEXAS 75024
THIS PROXY IS SOLICITED ON BEHALF OF
THE BOARD OF DIRECTORS OF THE COMPANY
COMMON STOCK AND PREFERRED STOCK
P
The undersigned, hereby revoking all prior proxies, hereby
R appoints Robert D. Davis and David M. Glasgow jointly and severally,
with full power to act alone, as my true and lawful attorneys-in-fact,
O agents and proxies, with full and several power of substitution to
each, to vote all the shares of Common Stock and Series A Preferred
X Stock of Rent-A-Center, Inc. which the undersigned would be entitled
to vote if personally present at the Annual Meeting of Stockholders of
Y Rent-A-Center, Inc. to be held on May 18, 1999 and at any adjournments
and postponements thereof. The above-named proxies are hereby
instructed to vote as shown on the reverse side of this card.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED AS SPECIFIED
HEREIN, BUT WHERE NO DIRECTION IS GIVEN IT WILL BE VOTED "FOR"
PROPOSAL 1 AND IN THE DISCRETION OF THE ABOVE-NAMED PERSONS ACTING AS
PROXIES ON SUCH OTHER MATTERS THAT MAY PROPERLY COME BEFORE THE
MEETING.
- -------------------------------------------------------------------------------
COMMENTS/ADDRESS CHANGE: PLEASE MARK COMMENT/ADDRESS CHANGE ON REVERSE SIDE
(Continued and to be signed on other side)
- --------------------------------------------------------------------------------
o FOLD AND DETACH HERE o
<PAGE> 21
- --------------------------------------------------------------------------------
Please mark
your votes as [X]
indicated in
this example
<TABLE>
<S> <C> <C>
1. ELECTION OF CLASS II DIRECTORS for the item set forth in the accompanying proxy statement.
FOR the WITHHOLD Mark E. Speese and L. Dowell Arnette
nominee AUTHORITY
listed to the to vote for the nominee WITHHELD FOR: (To withhold authority to vote for any individual nominee, write the
right listed to the right nominee's name in the space provided below.)
[ ] [ ]
----------------------------------------------------------------------------------
2. In their discretion, upon such other business as may properly come before the meeting. The undersigned(s) acknowledges
receipt of the Notice of 1999 Annual
Meeting of Stockholders and the proxy
statement accompanying the same, each
dated April 14, 1999.
PLAN TO ATTEND [ ] Please date this proxy and sign your
name exactly as it appears hereon. If
there is more than one owner, each
should sign. When signing as an
agent, attorney, administrator,
guardian or trustee, please indicate
your title as such. If executed by a
corporation this proxy should be
signed in the corporate name by a
duly authorized officer who should so
indicate his or her title.
PLEASE DATE, SIGN AND RETURN THIS PROXY
PROMPTLY IN THE ENCLOSED ENVELOPE.
-------------------------------------
Date
-------------------------------------
Signature
-------------------------------------
Signature if held jointly
</TABLE>
- --------------------------------------------------------------------------------
o FOLD AND DETACH HERE o
<PAGE> 22
RENT-A-CENTER, INC.
5700 TENNYSON PARKWAY, 3RD FLOOR
PLANO, TEXAS 75204
PREFERRED STOCKHOLDERS
P THIS PROXY IS SOLICITED ON BEHALF OF
THE BOARD OF DIRECTORS OF THE COMPANY
R The undersigned, hereby revoking all prior proxies, hereby appoints
Robert D. Davis and David M. Glasgow jointly and severally, with full power
to act alone, as my true and lawful attorneys-in-fact, agents and proxies,
O with full and several power of substitution to each, to vote all the shares
of Common Stock and Series A Preferred Stock of Rent-A-Center, Inc. which
the undersigned would be entitled to vote if personally present at the
X Annual Meeting of Stockholders of Rent-A-Center, Inc. to be held on May 18,
1999 and at any adjournments and postponements thereof. The above-named
proxies are hereby instructed to vote as shown on the reverse side of this
Y card.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED AS SPECIFIED HEREIN,
BUT WHERE NO DIRECTION IS GIVEN IT WILL BE VOTED "FOR" PROPOSAL 1 AND IN
THE DISCRETION OF THE ABOVE-NAMED PERSONS ACTING AS PROXIES ON SUCH OTHER
MATTERS THAT MAY PROPERLY COME BEFORE THE MEETING.
- ------------------------------------------------------------------------------
COMMENTS/ADDRESS CHANGE: PLEASE MARK COMMENT/ADDRESS CHANGE ON REVERSE SIDE
(Continued and to be signed on other side)
- --------------------------------------------------------------------------------
o FOLD AND DETACH HERE o
<PAGE> 23
Please mark
your vote as [ X ]
indicated in
this example
<TABLE>
<S> <C>
1. ELECTION OF CLASS II DIRECTOR for the item set forth in the accompanying proxy statement.
WITHHOLD Laurence M. Berg
FOR the AUTHORITY
nominee to vote for the WITHHELD FOR: (To withhold authority to vote for any individual nominee,
listed to the nominee listed write the nominee's name in the space provided below.)
right to the right
[ ] [ ]
---------------------------------------------------------------------------
2. In their discretion, upon such other business as may properly come before the
meeting. The undersigned(s) acknowledges receipt
of the Notice of 1999 Annual Meeting of
Stockholders and the proxy statement
I PLAN TO ATTEND [ ] accompanying the same, each dated April
14, 1999.
Please date this proxy and sign your name
exactly as it appears hereon. If there is
more than one owner, each should sign.
When signing as an agent, attorney,
administrator, guardian or trustee,
please indicate your title as such. If
executed by a corporation, this proxy
should be signed in the corporate name by
a duly authorized officer who should so
indicate his or her title.
PLEASE DATE, SIGN AND RETURN THIS PROXY
PROMPTLY IN THE ENCLOSED ENVELOPE.
-------------------------------------
Date
-------------------------------------
Signature
-------------------------------------
Signature if held jointly
</TABLE>
- --------------------------------------------------------------------------------
o FOLD AND DETACH HERE o
