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 ss. 240.14a-11(c) or ss. 240.14a-12
Riviana Foods Inc.
(Name of Registrant as Specified in its Charter)
_____________________________________________________________________
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) 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:
<PAGE>
[RIVIANA FOODS INC. LOGO]
RIVIANA FOODS INC. 2777 ALLEN PARKWAY
HOUSTON, TEXAS 77019-2141
TEL. (713) 529-3251
September 21, 2000
To the Stockholders of Riviana Foods Inc.:
The Annual Meeting of Stockholders of Riviana Foods Inc. will be held at
the Riviana Building, Plaza I, 2777 Allen Parkway, Houston, Texas 77019-2141, at
9:00 a.m., Central Time, on Wednesday, October 18, 2000.
A Notice of Annual Meeting of Stockholders, proxy and Proxy Statement,
which contains information about the matters to be acted upon at the Annual
Meeting, are enclosed. The Company's 2000 Annual Report, which is not a part of
the enclosed Proxy Statement, is also enclosed and provides additional
information regarding the financial results of the Company in fiscal year 2000.
Holders of the Company's Common Stock are entitled to vote at the Annual Meeting
on the basis of one vote for each share held.
All stockholders of the Company are cordially invited to attend the Annual
Meeting. If you cannot attend, please assist us in preparing for the Annual
Meeting by promptly completing, signing, dating and returning your proxy. Even
though you return your completed and signed proxy, you still will retain the
right to revoke your proxy designation at any time prior to the Annual Meeting
and vote in person if you wish. The prompt return of proxies will ensure a
quorum and save the Company the expense of further solicitation.
Very truly yours,
/s/ FRANK A. GODCHAUX III
Frank A. Godchaux III
CHAIRMAN OF THE BOARD
WHETHER YOU PLAN TO BE PRESENT AT THE ANNUAL MEETING OR NOT, YOU ARE URGED
TO COMPLETE, SIGN, DATE AND RETURN PROMPTLY THE ENCLOSED PROXY. IF YOU ATTEND
THE ANNUAL MEETING, YOU CAN VOTE EITHER IN PERSON OR BY YOUR PROXY.
<PAGE>
RIVIANA FOODS INC.
2777 ALLEN PARKWAY
HOUSTON, TEXAS 77019-2141
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD OCTOBER 18, 2000
To the Stockholders of Riviana Foods Inc.:
Notice is hereby given that the Annual Meeting of Stockholders (the "Annual
Meeting") of Riviana Foods Inc. (the "Company") will be held at the Riviana
Building, Plaza I, 2777 Allen Parkway, Houston, Texas 77019-2141, at 9:00 a.m.,
Central Time, on Wednesday, October 18, 2000, for the following purposes:
1. To elect eleven persons to serve as directors until the 2001
annual meeting of stockholders and until their successors have been elected
and have qualified;
2. To ratify the appointment of Arthur Andersen LLP as the Company's
independent public accountants for the fiscal year ending July 1, 2001; and
3. To transact such other business as may properly come before the
Annual Meeting, or any adjournment or adjournments thereof.
Stockholders of record at the close of business on September 13, 2000 will
be entitled to notice of and to vote at the Annual Meeting, or any adjournment
or adjournments thereof. All stockholders of the Company are cordially invited
to attend the Annual Meeting. Those who will not attend and who wish their
shares voted are requested to complete, sign, date and return promptly the
enclosed proxy for which a stamped return envelope is provided.
By Order of the Board of Directors
/s/ ELIZABETH B. WOODARD
Elizabeth B. Woodard
SECRETARY
Houston, Texas
September 21, 2000
WHETHER YOU PLAN TO BE PRESENT AT THE ANNUAL MEETING OR NOT, YOU ARE URGED
TO COMPLETE, SIGN, DATE AND RETURN PROMPTLY THE ENCLOSED PROXY. IF YOU ATTEND
THE ANNUAL MEETING, YOU CAN VOTE EITHER IN PERSON OR BY YOUR PROXY.
<PAGE>
RIVIANA FOODS INC.
2777 ALLEN PARKWAY
HOUSTON, TEXAS 77019-2141
--------------------------
PROXY STATEMENT
--------------------------
SOLICITATION AND REVOCABILITY OF PROXIES
This Proxy Statement is furnished in connection with the solicitation of
proxies on behalf of the Board of Directors of Riviana Foods Inc., a Delaware
corporation (the "Company"), for use at the annual meeting of stockholders to be
held at the Riviana Building, Plaza I, 2777 Allen Parkway, Houston, Texas 77019-
2141, at 9:00 a.m., Central Time, on Wednesday, October 18, 2000, or at any
adjournment or adjournments thereof (such meeting and any adjournments thereof
collectively referred to as the "Annual Meeting"). Copies of the Notice of
Annual Meeting of Stockholders, proxy and Proxy Statement are being mailed to
stockholders on or about September 21, 2000.
In addition to solicitation by mail, solicitation of proxies may be made by
personal interview, special letter, telephone or telecopy by the officers,
directors and employees of the Company. Brokerage firms will be requested to
forward proxy materials to beneficial owners of shares registered in their names
and will be reimbursed for their expenses. The cost of solicitation of proxies
will be borne by the Company.
A proxy received by the Board of Directors of the Company may be revoked by
the stockholder giving the proxy at any time before it is exercised. A
stockholder may revoke a proxy by notification in writing to the Company at 2777
Allen Parkway, Houston, Texas 77019-2141, Attention: Secretary. A proxy may also
be revoked by execution of a proxy bearing a later date or by attendance at the
Annual Meeting and voting by ballot. A proxy in the form accompanying this Proxy
Statement, when properly executed and returned, will be voted in accordance with
the instructions contained therein. A proxy received by management which does
not withhold authority to vote or on which no specification has been indicated
will be voted in favor of the proposals set forth in this Proxy Statement and
for the nominees for the Board of Directors of the Company named in Proposal No.
1 of this Proxy Statement. A majority of the outstanding shares of common stock,
par value $1.00 per share (the "Common Stock"), will constitute a quorum at the
Annual Meeting. Abstentions and broker non-votes will be counted for purposes of
determining the presence or absence of a quorum for the transaction of business.
Abstentions will be counted in tabulations of the votes cast on proposals
presented to stockholders, whereas broker non-votes will not be counted for
purposes of determining whether a proposal has been approved.
At the date of this Proxy Statement, management of the Company does not
know of any business to be presented at the Annual Meeting other than those
matters which are set forth in the Notice of Annual Meeting of Stockholders
accompanying this Proxy Statement. If any other business should properly come
before the Annual Meeting, it is intended that the shares represented by proxies
will be voted with respect to such business in accordance with the judgment of
the persons named in the proxy.
COMMON STOCK OUTSTANDING AND PRINCIPAL HOLDERS THEREOF
The Board of Directors has fixed the close of business on September
13, 2000, as the record date for the determination of stockholders entitled to
notice of and to vote at the Annual Meeting. At the record date there were
outstanding 14,128,073 shares of Common Stock and the holders thereof will be
entitled to one vote for each share of Common Stock held of record by them on
the record date for each proposal to be presented at the Annual Meeting.
<PAGE>
The following table sets forth information with respect to the shares of
Common Stock (the only outstanding class of voting securities of the Company)
owned of record and beneficially as of September 13, 2000, unless otherwise
specified, by (a) each named executive officer and director, (b) all persons who
own of record or are known by the Company to own beneficially more than 5% of
the outstanding shares of Common Stock and (c) all directors, nominees for
director and executive officers of the Company as a group:
AMOUNT AND
NATURE OF
BENEFICIAL PERCENT
NAME OF BENEFICIAL OWNER OWNERSHIP OF CLASS
------------------------ ---------- ---------
Joseph A. Hafner, Jr .......................... 991,418(1) 7.0%
P.O. Box 2636
Houston, Texas 77252-2636
W. David Hanks ................................ 263,000(2) 1.9
E. Wayne Ray, Jr .............................. 84,000 *
Ranvir B. Mohindra ............................ 60,000 *
Christopher L. Haines ......................... 35,000 *
Katherine G. Derby ............................ 25,260(3) *
Frank A. Godchaux III ......................... 802,500(4) 5.7
P.O. Box 278
Abbeville, Louisiana 70511-0278
Charles R. Godchaux ........................... 5,511,835(5) 39.0
P.O. Box 278
Abbeville, Louisiana 70511-0278
Frank K. Godchaux ............................. 24,000(6) *
Leslie K. Godchaux ............................ 5,064,552(7) 35.8
P.O. Box 278
Abbeville, Louisiana 70511-0278
W. Elton Kennedy .............................. 123,000(8) *
E. James Lowrey ............................... 12,000 *
Theresa G. Payne .............................. 5,039,292(9) 35.7
P.O. Box 278
Abbeville, Louisiana 70511-0278
Patrick W. Rose ............................... 3,000(10) *
Thomas B. Walker, Jr .......................... 80,000(11) *
Abbeville Family Partnership, L.P. ............ 5,015,352(12) 35.5
P.O. Box 269
Abbeville, Louisiana 70511-0269
All directors, nominees for director
and executive officers as a group
(24 persons) ................................ 8,298,367(13) 58.7
------------
* Less than 1.0%
(1) Includes (a) 321,866 shares owned beneficially and of record by
Mr. Hafner, (b) 5,136 shares owned of record by a custodian for the benefit
of Mr. Hafner's minor child, which custodian exercises sole voting and
investment authority with respect to said shares and as to which
Mr. Hafner disclaims beneficial ownership, (c) 308,208 shares held in trust
for the benefit of Mr. Hafner as to which he exercises sole voting and
investment authority, (d) 308,208 shares held in trust for the benefit of
Mr. Hafner's wife as to which she exercises sole voting and investment
authority and as to which Mr. Hafner disclaims beneficial ownership and
(e) 48,000 shares held in various trusts, as to 24,000 shares of which
Mr. Hafner exercises sole voting and investment authority, and as to 24,000
shares of which he shares voting and investment authority with a
co-trustee.
(FOOTNOTES CONTINUED ON FOLLOWING PAGE)
2
<PAGE>
(2) Includes (a) 255,000 shares owned beneficially and of record by Mr. Hanks
and (b) 8,000 shares owned of record by his wife in her capacity as
custodian for the benefit of Mr. Hanks' children, as to which she as
custodian exercises sole voting and investment authority, and as to which
Mr. Hanks disclaims beneficial ownership.
(3) Includes (a) 12,060 shares owned beneficially and of record by Mrs. Derby,
(b) 1,200 shares owned of record by Mrs. Derby's husband who exercises sole
voting and investment authority with respect thereto, and as to which
Mrs. Derby disclaims beneficial ownership and (c) 12,000 shares held in a
trust as to which Mrs. Derby exercises sole voting and investment
authority. The amount in the table excludes 301,088 shares owned of record
by a limited partnership, as to which the three general partners share
voting and investment authority, and with respect to which Mrs. Derby has a
limited partnership interest and an indirect ownership interest in her
capacity as a shareholder of a corporate general partner of the limited
partnership.
(4) Includes (a) 502,500 shares owned beneficially and of record by Mr. F.A.
Godchaux and (b) 300,000 shares owned of record by Mr. F.A. Godchaux's wife
who exercises sole voting and investment authority with respect thereto,
and as to which Mr. F.A. Godchaux disclaims beneficial ownership. The
amount in the table excludes 380,304 shares owned of record by a limited
partnership, as to which the three general partners share voting and
investment authority, and with respect to which Mr. F.A. Godchaux has a
limited partnership interest and an indirect ownership interest in his
capacity as a shareholder of a corporate general partner of the limited
partnership.
(5) Includes (a) 492,983 shares owned beneficially and of record by Mr. C.R.
Godchaux, (b) 3,500 shares owned beneficially and of record by Mr. C.R.
Godchaux's wife who exercises sole voting and investment authority with
respect thereto, and as to which Mr. C.R. Godchaux disclaims beneficial
ownership and (c) 5,015,352 shares owned of record by a limited
partnership, with respect to which Mr. C.R. Godchaux, in his capacity as
President of a corporate general partner of the limited partnership, shares
voting and investment authority with two other general partners. The amount
in the table excludes 12,000 shares held in various trusts for the benefit
of Mr. C.R. Godchaux, as to which the respective trustees of said trusts
exercise sole voting and investment authority.
(6) Includes 24,000 shares held in trusts as to which Mr. F. K. Godchaux
exercises sole voting and investment authority in his capacity as trustee.
The amount in the table excludes 416,397 shares owned of record by a
limited partnership, as to which three general partners share voting and
investment authority, and with respect to which Mr. F. K. Godchaux has a
limited partnership interest and an indirect ownership interest in his
capacity as a shareholder of a corporate general partner of the limited
partnership.
(7) Includes (a) 13,200 shares owned beneficially and of record by Ms. L.K.
Godchaux, (b) 5,015,352 shares owned of record by a limited partnership, in
which Ms. L.K. Godchaux is a general partner and (c) 36,000 shares held in
various trusts, as to 12,000 shares of which Ms. L.K. Godchaux exercises
sole voting and investment authority, and as to 24,000 shares of which she
shares voting and investment authority with a co-trustee.
(8) Includes (a) 94,000 shares owned beneficially and of record by
Mr. Kennedy, (b) 9,800 shares owned of record by Mr. Kennedy's wife who
exercises sole voting and investment authority with respect thereto, and as
to which Mr. Kennedy disclaims beneficial ownership and (c) 19,200 shares
held in trust for the benefit of Mr. Kennedy's children, as to which he
exercises sole voting and investment authority as trustee.
(9) Includes (a) 12,000 shares owned beneficially and of record by Mrs. Payne,
(b) 11,940 shares held in a trust as to which Mrs. Payne exercises sole
voting and investment authority in her capacity as trustee and
(c) 5,015,352 shares owned of record by a limited partnership with respect
to which Mrs. Payne, in her capacity as Chairman of the Board of a
corporate general partner of the limited partnership, shares voting and
investment authority with two other general partners.
(10) Includes 3,000 shares held in a family trust, as to which Mr. Rose shares
voting and investment authority with a co-trustee.
(11) Includes 80,000 shares owned by a limited partnership in which Mr. Walker
is a general partner.
(12) Voting and investment authority of shares owned by Abbeville Family
Partnership, L.P. is exercised by Mr. C.R. Godchaux, Ms. L.K. Godchaux and
Mrs. Payne, who are direct or indirect general partners of the partnership.
See notes (5), (7) and (9).
(13) Notes (1), (2), (3), (4), (5 ), (6), (7), (8), (9), (10) and (11) apply.
3
<PAGE>
PROPOSAL NO. 1 -- ELECTION OF DIRECTORS
GENERAL
Eleven directors are to be elected at the Annual Meeting. The persons named
as proxy holders in the accompanying proxy intend to vote each properly signed
and submitted proxy for the election as a director of each of the persons named
as a nominee below unless authority to vote in the election of directors is
withheld on such proxy. If, for any reason, at the time of the election any of
such nominees should be unable to serve, the proxy will be voted for a
substitute nominee or nominees selected by the Board of Directors. Directors are
elected by a plurality of votes cast at the Annual Meeting. Pursuant to the
Company's Bylaws, any nomination of other persons to be elected as directors at
the Annual Meeting may only be made by a stockholder who (a) is the record or
beneficial owner of at least $1,000 in market value of the Common Stock, (b) has
held such Common Stock for at least one year and (c) continues to hold such
Common Stock through the date on which the Annual Meeting is held, and the
nomination must be received at the Company's principal business office not less
than 120 calendar days in advance of the date of the Company's notice sent to
stockholders for the previous year's annual meeting of stockholders.
Unless otherwise specified, all properly executed proxies received by the
Company will be voted for the election of Frank A. Godchaux III, Charles R.
Godchaux, Frank K. Godchaux, Joseph A. Hafner, Jr., W. David Hanks, E. Wayne
Ray, Jr., W. Elton Kennedy, E. James Lowrey, Theresa G. Payne, Patrick W. Rose
and Thomas B. Walker, Jr. to hold office until the 2001 annual meeting of
stockholders and until each of their respective successors is elected and
qualified.
THE COMPANY RECOMMENDS VOTING "FOR" THE NOMINEES.
The following table sets forth the name and age of each nominee listed in
the enclosed form of proxy, the year the nominee became a director of the
Company or the Company's predecessors and the nominee's principal position with
the Company.
<TABLE>
<CAPTION>
DIRECTOR
NAME AGE SINCE POSITION
---- --- -------- --------
<S> <C> <C> <C>
Frank A. Godchaux III........... 73 1965 Chairman of the Board of Directors
Charles R. Godchaux............. 69 1965 Vice Chairman of the Board of
Directors
Frank K. Godchaux............... 38 -- Director Nominee
Joseph A. Hafner, Jr............ 55 1986 President, Chief Executive Officer
and Director
W. David Hanks.................. 55 1986 Executive Vice President, Assistant
Secretary and Director
E. Wayne Ray, Jr................ 59 1986 Vice President, Chief Financial
Officer, Treasurer and Director
W. Elton Kennedy................ 54 1986 Director
E. James Lowrey................. 72 1994 Director
Theresa G. Payne................ 46 1994 Director
Patrick W. Rose................. 58 1995 Director
Thomas B. Walker, Jr............ 76 1986 Director
</TABLE>
Frank A. Godchaux III has served as Chairman of the Board since 1965 and
has served as a consultant to the Company since 1985. Mr. F.A. Godchaux also
manages personal and family investments and is a director of Sysco Corporation.
Charles R. Godchaux has served as Vice Chairman of the Board and Chairman
of the Executive Committee since 1986. Mr C.R. Godchaux served as an executive
officer of the Company from 1956 to June 1994, when he retired as an employee
and was retained as a consultant to the Company.
Frank K. Godchaux has managed personal investments for the past five years.
Mr. F.K. Godchaux is a nominee for Director.
4
<PAGE>
Joseph A. Hafner, Jr. has been with the Company since 1972 and has served
as President since 1980 and Chief Executive Officer since 1984. Mr. Hafner has
been a Director since 1986.
W. David Hanks was with the Company from 1974 until 1982 and has served as
Executive Vice President and a Director since 1986 when he rejoined the Company.
Mr. Hanks has served as Assistant Secretary since 1991.
E. Wayne Ray, Jr. has been with the Company since 1966 and has served as
Vice President, Chief Financial Officer, Treasurer and a Director since 1986.
W. Elton Kennedy serves as President of Kennedy Rice Dryers, Inc. and
Riceland Properties, Inc., both based in Mer Rouge, Louisiana. Mr. Kennedy also
serves as a director of a division of Regions Bank of Louisiana and President of
Delta Land and Farm Management Company, Inc. Mr. Kennedy has been a Director
since 1986.
E. James Lowrey served as Executive Vice President -- Finance and
Administration of Sysco Corporation for over five years until his retirement in
1993. Since that time, Mr. Lowrey has managed personal investments. Mr. Lowrey
was a Director of Sysco Corporation for twelve years and currently is a director
of Profit Recovery Group International, Inc., Victory Packing Company and
Comiskey Kaufman Inc.
Theresa G. Payne has managed personal investments for the past five years.
Mrs. Payne has been a Director since 1994.
Patrick W. Rose was a director of Van Camp Seafood Company, Inc. and
Chairman of the Board, President and Chief Executive Officer until his
retirement in 1997. Mr. Rose manages personal investments and is also a Director
of International House of Pancakes, Inc. Mr. Rose has been a Director since
1995.
Thomas B. Walker, Jr. is a senior director of The Goldman Sachs Group,
Inc., an investment banking firm, and manages personal and family investments.
Mr. Walker is also a director of NCH Corporation and Sysco Corporation. He has
been a Director since 1986.
Frank A. Godchaux III and Charles R. Godchaux are brothers. Frank K.
Godchaux is the son of Frank A. Godchaux III, and Theresa G. Payne is the
daughter of Charles R. Godchaux.
MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS
During the Company's last fiscal year, the Board of Directors held four
meetings. The Board of Directors has an Executive Committee, Audit Committee,
and Compensation and Stock Option Committee. Each director attended at least 75%
of the meetings of the Board of Directors and the meetings of the committees on
which the director serves.
The Executive Committee, which is composed of Frank A. Godchaux III,
Charles R. Godchaux, Joseph A. Hafner, Jr., W. David Hanks, E. James Lowrey and
Thomas B. Walker, Jr., did not hold any meetings during the last fiscal year.
The Executive Committee has the authority to exercise all powers of the Board of
Directors in the management of the business and affairs of the Company during
intervals between meetings of the Board of Directors, except that it has no
authority to propose amendments to the Restated Certificate of Incorporation,
adopt an agreement of merger or consolidation, recommend to the stockholders the
sale, lease or exchange of all or substantially all of the Company's assets or
its dissolution, or amend the Bylaws.
The Audit Committee, which is composed of W. Elton Kennedy, E. James Lowrey
and Patrick W. Rose, met on three occasions during the last fiscal year. The
Audit Committee meets with appropriate financial and legal personnel of the
Company and the independent public accountants to review the internal controls
of the Company and to review its financial reporting. The Audit Committee also
recommends to the Board of Directors the appointment of the independent public
accountants to serve as auditors in examining the financial statements of the
Company. The Audit Committee is charged with the responsibility of reviewing and
overseeing all material transactions and material proposed transactions between
the Company and one or more of its directors or executive officers, or their
affiliates, with a view to assuring
5
<PAGE>
that all such transactions will be (a) on terms no less favorable to the Company
than would be available with unaffiliated third parties and (b) ratified by a
majority of independent directors who have no interest in such transactions.
The Compensation and Stock Option Committee, which is composed of E. James
Lowrey, Patrick W. Rose and Thomas B. Walker, Jr., met on two occasions during
the last fiscal year. The Compensation and Stock Option Committee (a) makes
recommendations to the Board of Directors concerning the election of the
Company's officers, (b) reviews the employee compensation and benefit plans and
sets the compensation for officers of the Company, (c) awards bonuses to
officers of the Company, (d) assumes responsibility for all broad-based
compensation and benefit programs of the Company and (e) administers the
Company's Employee Stock Option Plan.
DIRECTOR COMPENSATION
Directors who are not employed by or consultants to the Company receive an
annual retainer of $4,000 and fees of $1,500 for each Board of Directors meeting
attended and $500 for each committee meeting attended in person or by telephone
conference that is not held in conjunction with a Board of Directors meeting.
Non-employee directors are also reimbursed for expenses incurred in attending
meetings in person or by telephone conference.
EXECUTIVE OFFICERS
The following table sets forth the names, ages and positions of the persons
who are not directors and who are executive officers of the Company:
NAME AGE POSITION
---- --- --------
Alfonso Bocaletti....... 57 Vice President
Ian W. Boyle............ 64 Vice President
Bastiaan G. de Zeeuw.... 42 Vice President
Thomas M. Forshee....... 54 Vice President Sales
Christopher L. Haines... 55 Vice President Marketing
Ranvir B. Mohindra...... 51 Vice President Technical Services
Jack M. Nolingberg...... 67 Vice President Industrial Relations
Paul R. Stevens......... 47 Vice President
David E. Van Oss........ 51 Vice President Commodity & International
Richard F. Vincent...... 63 Vice President Manufacturing Operations
Elizabeth B. Woodard.... 47 Vice President, General Counsel and Secretary
Alfonso Bocaletti, Ian W. Boyle, Thomas M. Forshee, Christopher L. Haines,
Ranvir B. Mohindra, Jack M. Nolingberg, Paul R. Stevens, David E. Van Oss,
Richard F. Vincent and Elizabeth B. Woodard have each served in their respective
positions with the Company set forth in the foregoing table for over five years.
Bastiaan G. de Zeeuw became Vice President in October 1997, and prior to that
time, served as financial controller for a subsidiary of the Company for over
five years.
The executive officers serve at the pleasure of the Board of Directors.
6
<PAGE>
COMPENSATION AND STOCK OPTION COMMITTEE REPORT ON EXECUTIVE COMPENSATION`
The following report has been provided by the Compensation and Stock Option
Committee (the "Committee") of the Board of Directors. This report summarizes
the Company's current overall compensation philosophy and program objectives.
Detailed descriptions of the Company's compensation programs are provided as
well as the bases for the Company's fiscal 2000 compensation for the Company's
named executive officers, including the Chief Executive Officer ("CEO").
OVERALL OBJECTIVES OF THE EXECUTIVE COMPENSATION PROGRAM
The Company's executive compensation philosophy and program objectives
primarily are directed by two guiding principles. First, the program is intended
to provide competitive levels of compensation, at expected levels of
performance, in order to attract, motivate and retain talented executives.
Second, the program is intended to create an alignment of interests between the
Company's executives and stockholders so that a significant portion of each
executive's compensation is directly linked to maximizing stockholder value.
In support of this philosophy, the executive compensation program is
designed to reward performance that is directly relevant to the Company's
short-term and long-term success. The Company attempts to provide both
short-term and long-term incentive compensation that varies based on corporate
and individual performance.
The executive compensation program has been structured with three primary
components: base salary, annual incentives (I.E. bonus plan), and long-term
incentives (I.E. stock options). The following sections of this report describe
the Company's plans by component of compensation and discuss how each component
relates to the Company's overall executive compensation philosophy.
In this report, reference is made to the use of competitive market data as
a criterion for establishing targeted compensation levels. The Company targets
the market 50th percentile for its total compensation program. The Company
utilizes published survey data and data obtained from independent consultants
for general industry and food industry companies similar in size to the Company.
The published surveys include data on over 100 companies of comparable size to
the Company, as measured by revenues.
BASE SALARY PROGRAM
The Company's base salary program is based on a philosophy of providing
base compensation levels at or near the market 50th percentile. The Company
periodically reviews its executive compensation levels to assure consistency
with the external market. The Company believes it is important to provide
competitive salaries over time in order to attract and retain talented
executives.
Annual base salary adjustments for the Company are based on several
factors: general levels of market salary increases, individual performance,
competitive base salary levels and the Company's overall financial results. For
purposes of determining base salary adjustments, the Company reviews performance
qualitatively, considering total stockholder returns, the level of earnings, and
each individual's contributions. These criteria are assessed qualitatively and
are not weighted. All base salary adjustments are based on a philosophy of
pay-for-performance and an individual's value to the Company. As a result,
employees with higher levels of performance sustained over time will be paid
correspondingly higher salaries.
All the Company's named executive officers, including the CEO, received a
base salary increase of approximately the 3.9% to 4.3% range in fiscal 2000.
This base salary increase was based on general market movement of executive base
salaries and a qualitative assessment (based on the factors discussed above)
that the named executive officers' performances met the Committee's
expectations.
------------------
[+] Notwithstanding filings by the Company with the Securities and Exchange
Commission ("SEC") that have incorporated or may incorporate by reference
other SEC filings (including this Proxy Statement) in their entirety, this
Committee Report shall not be incorporated by reference into such filings
and shall not be deemed to be "filed" with the SEC except as specifically
provided otherwise or to the extent required by Item 402 of Regulation S-K.
7
<PAGE>
ANNUAL BONUS PLAN
The Company's annual bonus plan is intended to (a) reward key employees
based on Company and individual performance, (b) motivate key employees and (c)
provide competitive cash compensation opportunities to plan participants. Under
the annual bonus plan, target award opportunities vary by individual position
and are expressed as a percent of base salary consistent with the market 50th
percentile award levels. The amount a particular executive may earn is directly
dependent on the individual's position, responsibility and ability to impact the
Company's financial success.
The annual bonus plan consists of two key components. First, 60% of the
award opportunity is tied to corporate profitability relative to an annual
profit plan. Second, the remainder of the award opportunity is tied to a
qualitative assessment of individual performance. Actual awards payable under
the plan vary based on both profitability and individual performance. For fiscal
2000, the Company's profit approximated the annual profit plan. Accordingly, the
award for all named executive officers, including the CEO, approximated the
target award opportunity based upon corporate profitability. All named executive
officers, including the CEO, received an additional award based on a qualitative
assessment of individual performance and each of them received near the maximum
of his qualitative award opportunity.
LONG-TERM INCENTIVE PLAN
The Company's Long-Term Incentive Plan ("LTIP") is designed to focus
executive efforts on the long-term goals of the Company and to maximize total
return to stockholders. The long-term incentive device used by the Committee is
stock options.
Stock options align the interests of employees and stockholders by
providing value to the executive through stock price appreciation only. All
stock options granted in fiscal 2000 have a ten year term before expiration and
are fully exercisable within nine years of the grant date.
Stock option grants were made to key executives in fiscal 2000, and it is
anticipated that stock option awards will be made periodically at the discretion
of the Committee in the future. The Company's aggregate stock option grant
levels approximate the market 50th percentile. The number of shares actually
granted to individual participants was based on the individual's position and
level of responsibility within the Company. These factors were assessed
subjectively and are not weighted.
The Committee granted 10,000 stock options at 100% of fair market value to
the CEO in fiscal 2000. 50% of these options vests equally over a five-year
period beginning one year from the date of the grant; the other 50% vests
equally over a five-year period upon achievement of certain corporate
profitability standards determined by the Committee.
SECTION 162(M)
Under Section 162(m) of the Internal Revenue Code of 1986, as amended (the
"Code"), public companies are precluded from receiving a tax deduction on
compensation paid to executive officers in excess of $1,000,000. The Company
anticipates that all of its stock option grants satisfy the requirements of
Section 162(m). None of the named executive officers have had cash compensation
in excess of $1,000,000 in fiscal 2000.
Compensation and Stock Option Committee
Thomas B. Walker, Jr., Chairman
E. James Lowrey
Patrick W. Rose
COMPENSATION AND STOCK OPTION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
During fiscal 2000, no executive officer of the Company served as (i) a
member of the compensation committee (or other board committee performing
equivalent functions or, in the absence of any such committee, the entire board
of directors) of another entity, one of whose executive officers served on the
Compensation and Stock Option Committee, (ii) a director of another entity, one
of whose executive
8
<PAGE>
officers served on the Compensation and Stock Option Committee, or (iii) a
member of the compensation committee (or other board committee performing
equivalent functions or, in the absence of any such committee, the entire board
of directors) of another entity, one of whose executive officers served as a
director of the Company.
CERTAIN TRANSACTIONS
Frank A. Godchaux III was formerly employed as an executive officer of the
Company until his retirement as such in 1984. Mr. F.A. Godchaux received
compensation of $90,000 for fiscal 2000 under an agreement pursuant to which he
provided consulting services to the Company. The consulting agreement with the
Company currently calls for an annual fee of $90,000 and is terminable annually
by the Company.
From time to time, the Company charters an airplane owned by Frank A.
Godchaux III for business use. In fiscal 2000, Mr. F.A. Godchaux was paid
$199,856 for the use of the airplane.
Charles R. Godchaux was formerly employed as an executive officer of the
Company until his retirement as such in June 1994. After Mr. C.R. Godchaux's
retirement, he entered into an agreement to provide consulting services to the
Company for an annual fee of $140,000. Mr. C.R. Godchaux received compensation
of $140,000 for fiscal year 2000 under the consulting agreement.
From time to time, the Company makes rice purchases from Godchaux Bros., an
entity in which Frank A. Godchaux III and Charles R. Godchaux each owns a 50%
interest. Such purchases, all of which were made at market prices, amounted to
$143,388 in fiscal 2000. The Company also paid $122,560 to Godchaux Bros. for
the purchase of certain real property in Abbeville, Louisiana for the expansion
of the Company's facilities.
The Company paid $681,520 in fiscal 2000 to W. Elton Kennedy, a director of
the Company, or entities controlled by Mr. Kennedy, and $118,072 to an entity in
which Mr. Kennedy is a participant, for rice purchases at market prices.
The Company and Kennedy Rice Dryers, Inc., a corporation in which Mr.
Kennedy is the principal stockholder, director and officer, each owns a 50%
interest in South Lafourche Farm Partnership (the "Partnership"). During fiscal
2000, the Partnership paid $24,416 in management fees to Delta Land and Farm
Management Company, Inc., a corporation in which Mr. Kennedy is a stockholder,
director and officer. The Company and Mr. Kennedy are each contingently liable
on a promissory note in the principal amount of $2,030,028 payable by the
Partnership to the Farm Credit Bank of Texas.
Management of the Company believes that the foregoing transactions and
those described under "Compensation and Stock Option Committee Interlocks and
Insider Participation" were on terms no less favorable to the Company than could
normally be obtained from unaffiliated third parties. Except as set forth above,
neither the Company nor its affiliates have made loans to, or loan guarantees
for, officers or directors, or have engaged in material transactions with
officers or directors.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Based solely upon a review of Forms 3 and 4 and amendments thereto
furnished to the Company during its most recent fiscal year, and Forms 5 and
amendments thereto furnished to the Company with respect to its most recent
fiscal year, and written representations from reporting persons that no Form 5
was required, the Company believes that during the 2000 fiscal year, all of the
filing requirements were satisfied.
9
<PAGE>
COMPENSATION TABLES
The following table sets forth compensation information for the CEO and the
four most highly compensated executive officers of the Company during the
Company's fiscal years 2000, 1999 and 1998, for services rendered during such
years to the Company or any of its subsidiaries.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
------------
AWARDS
ANNUAL ------------
COMPENSATION SECURITIES
FISCAL -------------------- UNDERLYING ALL OTHER
NAME AND PRINCIPAL POSITIONS YEAR SALARY BONUS OPTIONS COMPENSATION(1)
---------------------------- ------ -------- -------- ------------ ---------------
<S> <C> <C> <C> <C> <C>
Joseph A. Hafner, Jr................. 2000 $390,000 $183,300 10,000 7,893
President, Chief Executive Officer 1999 374,000 162,700 10,000 7,366
and Director 1998 360,000 154,800 10,000 7,481
W. David Hanks....................... 2000 $264,000 $ 99,300 7,500 7,778
Executive Vice President, Assistant 1999 254,000 87,400 7,500 7,514
Secretary and Director 1998 245,000 84,300 7,500 9,128
E. Wayne Ray, Jr..................... 2000 $178,000 $ 58,600 7,500 8,627
Vice President, Chief Financial 1999 171,000 51,500 7,500 8,363
Officer, Treasurer and Director 1998 164,500 49,600 7,500 8,064
Ranvir B. Mohindra................... 2000 $149,250 $ 49,300 4,000 6,527
Vice President Technical Services 1999 143,500 44,000 4,000 6,205
1998 138,500 30,800 4,000 5,939
Christopher L. Haines................ 2000 $145,000 $ 47,900 4,000 6,871
Vice President Marketing 1999 139,500 42,700 4,000 6,508
1998 134,500 29,900 4,000 6,213
</TABLE>
------------
(1) All other compensation amounts for fiscal 2000 include matching
contributions to the Company's Savings Plan of $5,610, $5,445, $5,395,
$4,925, and $4,785 and premiums for executive life insurance of $2,283,
$2,283, $3,232, $1,602 and $2,086 for Messrs. Hafner, Hanks, Ray, Mohindra,
and Haines respectively.
The following tables present certain information for the fiscal year ended
July 2, 2000 with respect to stock option grants made to the individuals named
in the Summary Compensation Table above.
OPTION/SAR GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE
INDIVIDUAL GRANTS (1) VALUE AT ASSUMED
------------------------------------------------------- ANNUAL RATES
PERCENT OF OF STOCK PRICE
NUMBER OF TOTAL OPTIONS APPRECIATION
SECURITIES GRANTED TO EXERCISE FOR OPTION TERMS(2)
UNDERLYING EMPLOYEES PRICE PER EXPIRATION --------------------
NAME OPTIONS IN FISCAL 2000 SHARE DATE 5% 10%
---- ---------- -------------- --------- ---------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
Joseph A. Hafner, Jr. ............... 10,000 3.94% $20.500 8/18/09 $128,923 $326,717
W. David Hanks....................... 7,500 2.95% $20.500 8/18/09 $ 96,693 $245,038
E. Wayne Ray, Jr..................... 7,500 2.95% $20.500 8/18/09 $ 96,693 $245,038
Ranvir B. Mohindra................... 4,000 1.58% $20.500 8/18/09 $ 51,569 $130,687
Christopher L. Haines................ 4,000 1.58% $20.500 8/18/09 $ 51,569 $130,687
</TABLE>
------------
(1) 253,900 stock options were granted in fiscal 2000.
(2) The dollar amounts under these columns are the result of calculations at the
5% and 10% rates set by the Securities and Exchange Commission and therefore
are not intended to forecast possible future appreciation, if any, of the
price of the Company's Common Stock.
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<PAGE>
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND FY-END
OPTION/SAR VALUES
<TABLE>
<CAPTION>
NUMBER OF
SECURITIES VALUE OF
UNDERLYING UNEXERCISED
UNEXERCISED IN-THE-MONEY
OPTIONS/SARS AT OPTIONS/SARS
SHARES FY-END (#) AT FY-END($)(1)
ACQUIRED ON VALUE EXERCISABLE/ EXERCISABLE/
NAME EXERCISE(#) REALIZED($) UNEXERCISABLE UNEXERCISABLE
---- ----------- ------------ --------------- ---------------
<S> <C> <C> <C> <C>
Joseph A. Hafner, Jr. ............... -- -- 28,230/31,770 $114,481/$6,769
W. David Hanks....................... -- -- 12,750/23,250 $ 37,031/$4,969
E. Wayne Ray, Jr. ................... -- -- 21,750/23,250 $ 85,969/4,969
R. B. Mohindra....................... -- -- 11,100/12,400 $ 43,131/$2,650
C. L. Haines......................... -- -- 8,100/12,400 $ 26,819/$2,650
</TABLE>
------------
(1) Value of the exercisable and unexercisable options is calculated on the
basis of the difference between the option exercise price and $17.4375, the
closing market price of the Common Stock as reported by NASDAQ on June
30, 2000 (the last business day before the fiscal year end).
RETIREMENT PLAN
The Company maintains a qualified Retirement Plan (the "Retirement Plan")
that covers all United States employees of the Company, including the executive
officers, who have completed one year of service and attained the age of 21.
Normal retirement benefits, payable upon retirement at age 65, equal the sum of
the employee's annual retirement benefits accumulated on June 30, 1989 (the
"June 30, 1989 Accrued Benefit"), if any, plus an annual benefit equal to 2% of
the employee's cumulative compensation after June 30, 1989. The June 30, 1989
Accrued Benefit is determined by multiplying 2% of the employee's average
compensation for the highest five consecutive years prior to June 30, 1989 by
the employee's years of credited service at age 65 (not to exceed 35 years) and
subtracting from this amount 1% of the employee's estimated Social Security
benefits multiplied by the employee's years of credited service at age 65 (not
to exceed 30 years), prorated to reflect service through June 30, 1989 only. For
years beginning on or after July 1, 1989 and prior to July 1, 1994, compensation
on which the Retirement Plan benefits are calculated is limited to $200,000 per
year as adjusted in accordance with the Code, and for years beginning on or
after July 1, 1994, $150,000 per year as adjusted in accordance with the Code.
In order to provide additional retirement benefits to employees whose
benefits under the Retirement Plan are limited by restrictions imposed by the
Code, including annual benefit limitations and the compensation limitations
described above ("Code Limitations"), the Company adopted a Benefit Restoration
Plan (the "Benefit Restoration Plan") effective December 1, 1988 for the benefit
of designated officers ("Initial Participants") and for other executive
employees who may be designated as participants after December 1, 1988 ("New
Participants"). There are five Initial Participants, Messrs. Hafner, Hanks, Ray,
Mohindra and Haines. Under the Benefit Restoration Plan, the retirement benefit
payable at age 65 is equal to the excess of:
(a) in the case of New Participants,
(i) the benefit that would have been payable under the Retirement
Plan in accordance with the formula described above in the first paragraph,
but without Code Limitations, over
(ii) the benefit actually payable under (A) the Retirement Plan
(which takes into account the Code Limitations), and (B) the Company's
Management Security Program, described below, taken together; and
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<PAGE>
(b) in the case of Initial Participants,
(i) 2% of the employee's average compensation for the five
consecutive years prior to the employee's retirement multiplied by the
employee's years of credited service (not to exceed 35 years) minus 1% of
the employee's estimated Social Security benefits multiplied by the
employee's years of credited service (not to exceed 30 years), over
(ii) the sum of (A) the benefit determined under the formula set
forth in paragraph (b)(i) above, but limited by the Code Limitations as in
effect on June 30, 1989 (to be indexed in subsequent years), and (B) the
benefit actually payable under the Company's Management Security Program,
taken together.
The Management Security Program was established by the Company in 1975 to
provide supplemental retirement income benefits to designated employees based on
an individualized formula. The Management Security Program was frozen in 1977
and no participants have been added or benefits increased since that time. There
is currently one retired employee receiving benefits under the Management
Security Program, and four active employees covered by it, including Messrs.
Hafner, Hanks and Ray.
The total estimated annual benefits under the Retirement Plan, the Benefit
Restoration Plan, and the Management Security Program, taken together, payable
upon retirement at age 65 in a life annuity form are: $402,700 for Mr. Hafner;
$201,000 for Mr. Hanks; $123,700 for Mr. Ray; $104,100 for Mr. Mohindra, and
$99,900 for Mr. Haines. Other forms of benefit payment may be available or
operative under such plans.
12
<PAGE>
PERFORMANCE GRAPH
The following performance graph provided by Research Data Group compares
the performance of the Company's Common Stock to the S & P Mid-Cap 400 Index and
a Peer Group Index on the last day of each fiscal year through the end of fiscal
2000 and beginning July 2, 1995. The Peer Group Index consists of companies of
similar market capitalization to the Company in the food industry and is
composed of Dean Foods Company, Eskimo Pie Corporation, International Multifoods
Corporation, Interstate Bakeries Corporation, Lance, Inc., Ralcorp Holdings
Incorporated and Universal Foods Corporation. The performance graph assumes that
$100 was invested on July 2, 1995 in the Company's Common Stock and on July 2,
1995 in the Indices and that dividends are reinvested.
COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN
AMONG RIVIANA GOODS INC., THE S&P MIDCAP 400 INDEX
AND A PEER GROUP
[LINEAR GRAPH PLOTTED FROM DATA IN TABLE BELOW]
Cumulative Total Return
---------------------------------------------------------
7/2/95 6/30/96 6/29/97 6/28/98 6/27/99 7/2/00
------ ------- ------- ------- ------- ------
RIVIANA FOODS INC. 100.00 116.52 153.54 179.37 155.79 147.79
PEER GROUP 100.00 102.04 147.21 180.56 139.10 106.23
S & P MIDCAP 400 100.00 121.58 149.95 190.66 214.63 251.07
13
<PAGE>
PROPOSAL NO. 2 -- RATIFICATION AND APPOINTMENT OF INDEPENDENT ACCOUNTANTS
The Board of Directors of the Company has selected Arthur Andersen LLP as
its independent public accountants to audit the accounts of the Company for the
fiscal year ending July 1, 2001. Arthur Andersen LLP has advised the Company
that it will have a representative in attendance at the Annual Meeting who will
respond to appropriate questions presented at such meeting.
Management recommends that the appointment of Arthur Andersen LLP as
independent public accountants of the Company for the fiscal year ending July 1,
2001 be ratified by the stockholders. Unless otherwise specified, all properly
executed proxies received by the Company will be voted for such ratification.
THE COMPANY RECOMMENDS VOTING "FOR" PROPOSAL NO. 2.
OTHER MATTERS
The Board of Directors knows of no other matters than those described above
which are likely to come before the Annual Meeting. If any other matters
properly come before the meeting, persons named in the accompanying form of
proxy intend to vote such proxy in accordance with their best judgment on such
matters.
PROPOSALS AND NOMINATIONS FOR NEXT ANNUAL MEETING
Any proposals of holders of Common Stock of the Company intended to be
presented at the 2000 annual meeting of stockholders of the Company must be
received by the Company at 2777 Allen Parkway, Houston, Texas 77019-2141,
Attention: Secretary, no later than May 18, 2001, to be included in the proxy
statement relating to that annual meeting.
Pursuant to the Company's Bylaws, any nomination of other persons to be
elected as directors at the Annual Meeting may only be made by a stockholder who
(a) is the record or beneficial owner of at least $1,000 in market value of the
Common Stock, (b) has held such Common Stock for at least one year and (c)
continues to hold such Common Stock through the date on which the annual meeting
is held, and such nomination must be received at the Company's principal
business office not less than 120 calendar days in advance of the date of the
Company's notice sent to stockholders for the previous year's annual meeting of
stockholders. Any nomination of a candidate for director must be accompanied by
(i) a written description of the candidate's qualifications to serve as a
director, including all information specified in paragraphs (e) and (f) of Item
401 of Regulation S-K and (ii) a written undertaking by the nominee to serve if
elected.
By Order of the Board of Directors
/s/ ELIZABETH B. WOODARD
Elizabeth B. Woodard
SECRETARY
September 21, 2000
THE COMPANY WILL FURNISH WITHOUT CHARGE COPIES OF ITS ANNUAL REPORT ON FORM
10-K FOR THE FISCAL YEAR ENDED JUNE 27, 1999 TO INTERESTED SECURITY HOLDERS ON
REQUEST. THE COMPANY WILL FURNISH TO ANY SUCH PERSON ANY EXHIBITS DESCRIBED IN
THE LIST ACCOMPANYING SUCH REPORT UPON PAYMENT OF REASONABLE FEES RELATING TO
THE COMPANY'S FURNISHING SUCH EXHIBITS. REQUESTS FOR COPIES SHOULD BE DIRECTED
TO THE SECRETARY AT THE COMPANY'S ADDRESS PREVIOUSLY SET FORTH.
14
<PAGE>
PROXY PROXY
RIVIANA FOODS INC
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned shareholder(s) of Riviana Foods Inc. (the "Company")
hereby appoint JOSEPH A. HAFNER, JR. and W. DAVID HANKS and each of them,
attorneys-in-fact and proxies of the undersigned, with full power of
substitution, to vote in respect of the undersigned's shares of the Company to
be held at the Riviana Building, Plaza 1, 2777 Allen Parkway, Houston, Texas
77019-2141, at 9:00 a.m., Central Time on Wednesday, October 18, 2000 and at any
adjournment(s) thereof, the number of shares the undersigned would be entitled
to vote if personally present.
FOLD AND DETACH HERE
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C>
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE NOMINEES SET FORTH BELOW AND "FOR" PROPOSAL 2 BELOW. PLEASE MARK
YOUR VOTES AS
INDICATED IN [X]
THIS EXAMPLE
PROPOSAL 1: ELECTION OF DIRECTORS (INSTRUCTION: To withhold authority to vote for any nominee, strike a line through the
nominee's name in the list below.)
FOR the nominees WITHHOLD Frank A. Godchaux III Charles R. Godchaux Frank K. Godchaux Joseph A. Hafner, Jr.
listed to the right AUTHORITY W. David Hanks W. Elton Kennedy E. James Lowrey Theresa G. Payne
(except as marked to vote for E. Wayne Ray, Jr. Patrick W. Rose Thomas B. Walker, Jr.
to the contrary) all nominees
listed to the right
PROPOSAL 2: TO RATIFY THE APPOINTMENT OF ARTHUR ANDERSON LLP AS THE COMPANY'S 3: In their discretion, on such other matters as
INDEPENDENT PUBLIC ACCOUNTANTS FOR THE FISCAL YEAR ENDING JULY 1, 2001 may properly come before the 2000 Annual Meeting
of Stockholders or any adjournment(s) thereof;
FOR AGAINST ABSTAIN all as more particularly described in the Proxy
[ ] [ ] [ ] Statement, receipt of which is hereby acknowledged.
This proxy, when properly executed, will be voted
in the manner directed herein by the undersigned
shareholder(s). IF NO DIRECTION IS MADE, THIS PROXY
WILL BE VOTED "FOR" THE BOARD OF DIRECTGOR NOMINEES
AND PROPOSAL 2. All prior proxies are hereby revoked.
_____________________________________________________
_____________________________________________________
Signature(s)
Dated _________________________________________, 2000
(Please sign exactly as your name appears hereon.
When signing as attorney, executor, administrator,
trustee, guardian, etc., give full title as such. For
joint accounts, each joint owner should sign.)
PLEASE COMPLETE, SIGN, DATE AND RETURN PROMPTLY THE
PROXY CARD USING THE ENCLOSED ENVELOPE.
</TABLE>
FOLD AND DETACH HERE
