<PAGE>
SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant |X|
Filed by a Party other than the Registrant |_|
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only
(as permitted by Rule 14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Rule
14a-11(c) or Rule 14a-12
PROFESSIONAL VETERINARY PRODUCTS, LTD.
(Exact name of registrant as specified in its charter)
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 (Set forth the amount on which
the filing fee is calculated and state how
it was determined):
(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>
PROFESSIONAL VETERINARY PRODUCTS, LTD.
10077 SOUTH 134TH STREET
OMAHA, NEBRASKA 68138
NOTICE OF 2000 ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON
DECEMBER 8, 2000
To the Stockholders of Professional Veterinary Products, Ltd.:
Notice is hereby given that the 2000 annual meeting of stockholders
(the "Annual Meeting") of Professional Veterinary Products, Ltd. (the
"Company") will be held at the Company's principal office, 10077 South 134th
Street, Omaha, Nebraska 68138, on Friday, December 8, 2000, at 10:00 a.m.,
local time, for the following purposes:
1. To elect two (2) Class I Directors to serve until the 2003 Annual
Meeting of stockholders and until their successors are elected.
2. To transact such other business as may properly come before the
Annual Meeting or any adjournments thereof.
The foregoing items of business are more fully described in the Proxy
Statement accompanying this Notice.
The Board of Directors is not aware of any other business to come
before the Annual Meeting. Only stockholders of record at the close of
business on October 1, 2000 will be entitled to notice of the Annual Meeting
and to vote at the Annual Meeting and any adjournments thereof.
All stockholders are cordially invited to attend the Annual Meeting
in person. However, to assure the presence of a quorum, you are requested to
promptly sign, date and return the enclosed form of proxy, which is solicited
by the Board of Directors by fax or in the enclosed, self-addressed stamped
envelope whether or not you plan to attend the Annual Meeting. The proxy will
not be used if you attend and vote at the Annual Meeting in person.
By order of the Board of Directors,
Timothy P. Trayer
Corporate Secretary
Omaha, Nebraska
November 10, 2000
EACH STOCKHOLDER IS URGED TO COMPLETE, SIGN AND RETURN THE ENCLOSED PROXY CARD
EITHER BY FAX OR IN THE ENVELOPE PROVIDED, WHICH REQUIRES NO POSTAGE IF MAILED
IN THE UNITED STATES. IF A STOCKHOLDER DECIDES TO ATTEND THE MEETING, HE OR SHE
MAY, IF SO DESIRED, REVOKE THE PROXY AND VOTE THE SHARE IN PERSON.
<PAGE>
PROFESSIONAL VETERINARY PRODUCTS, LTD.
10077 SOUTH 134TH STREET
OMAHA, NEBRASKA 68138
PROXY STATEMENT
2000 ANNUAL MEETING OF STOCKHOLDERS
DECEMBER 8, 2000
INFORMATION CONCERNING SOLICITATION AND VOTING
GENERAL
The enclosed proxy is solicited on behalf of the Board of Directors
(the "Board") of Professional Veterinary Products, Ltd. (the "Company") for
use at the 2000 Annual Meeting of Stockholders ("Annual Meeting") to be held
at the Company's principal office, 10077 South 134th Street, Omaha, Nebraska
68138 on Friday, December 8, 2000, at 10:00 a.m., local time, and at any
adjournments thereof. The Company intends to mail this proxy statement and
accompanying proxy card on or before November 10, 2000 to all stockholders
entitled to vote at the Annual Meeting.
VOTING RIGHTS AND OUTSTANDING SHARES
Holders of shares of the Company's common stock (the "Common Stock")
of record at the close of business on October 1, 2000 (the "Record Date") are
entitled to vote at the Annual Meeting. As of that date, there were 1,386
shares of Common Stock outstanding. Each stockholder entitled to vote will
have one vote for each share of Common Stock owned of record by such
stockholder as of the close of business on the Record Date.
The presence of a majority of the outstanding shares of the Company
entitled to vote, represented in person or by proxy, will constitute a quorum
at the Annual Meeting.
All votes will be tabulated by the inspector of election appointed
for the Annual Meeting, who will separately tabulate affirmative and negative
votes and abstentions. Abstentions will be counted towards the tabulation of
votes cast on proposals presented to the stockholders and will have the same
effect as negative votes.
PROXY VOTING
Shares cannot be voted at the Annual Meeting unless the holder of
record is present in person or by proxy. The enclosed form of proxy is a
means by which a stockholder may authorize the voting of his, her or its
share at the Annual Meeting. The share of Common Stock represented by each
properly executed proxy will be voted at the Annual Meeting in accordance
with the stockholder's directions. Stockholders are urged to specify their
choices by marking the appropriate boxes on the enclosed proxy card. If no
choice has been specified and the enclosed proxy card is properly executed
and returned, the shares will be voted FOR the persons nominated by the Board
for election as directors. If any other matters are properly presented to the
Annual Meeting for action, the proxy holders will vote the proxies (which
confer discretionary authority to vote on such matters) in accordance with
their best judgment.
<PAGE>
Execution of the accompanying proxy card will not affect a
stockholder's right to attend the Annual Meeting and vote in person. Any
stockholder giving a proxy has the right to revoke it by voting at the
meeting, by giving either personal or written notice of such revocation to
Dr. Lionel Reilly, President of Professional Veterinary Products, Ltd., at
the Company's offices at 10077 South 134th Street, Omaha, Nebraska 68138, or
to the person designated as the Corporate Secretary, Dr. Timothy Trayer, at
the commencement of the Annual Meeting.
Assuming that a quorum is present, the affirmative vote of a
majority of the shares of Common Stock present in person or represented by
proxy at the Annual Meeting and entitled to vote is required for the election
of directors. Votes may be cast in favor or withheld; votes that are withheld
will be excluded entirely from the vote and will have no effect. Abstentions
will be considered present and entitled to vote at the Annual Meeting, but
will not be counted as votes cast in the affirmative. Therefore, an
abstention will have the same effect as a negative vote.
ATTENDANCE AND VOTING AT THE ANNUAL MEETING
If you own a share of record, you may attend the Annual Meeting and
vote in person, regardless of whether you have previously voted on a proxy
card. We encourage you to vote your share in advance of the Annual Meeting
date by returning the enclosed proxy card, even if you plan on attending the
Annual Meeting. You may change or revoke your proxy at the Annual Meeting as
described above even if you have already voted.
SOLICITATION
The Company will bear the entire cost of solicitation of proxies,
including preparation, assembly, printing and mailing of this proxy
statement, the proxy card and any additional information furnished to
stockholders. Original solicitation of proxies by mail may be supplemented by
telephone, telegram or personal solicitation by directors, officers or other
employees of the Company.
Your proxy vote is important. Please complete, sign and return the
accompanying proxy card whether or not you plan to attend the Annual Meeting.
THE ENCLOSED PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
OF THE COMPANY and delegates discretionary authority with respect to any
additional matters which may properly come before the Annual Meeting.
Although the Board is not currently aware of any additional matter, if other
matters do properly come before the Annual Meeting, proxies will vote thereon
in accordance with their best judgment.
2
<PAGE>
PROPOSAL: ELECTION OF DIRECTORS
GENERAL
The Company currently has a total of eight (8) directors who are
elected from eight geographic districts and divided into three (3) classes,
Class I, Class II and Class III. Class I consists of two (2) directors, one
from District 3 and one from District 7. Class II consists of three (3)
directors, one from each of the following Districts: 1, 2 and 6. Class III
consists of three (3) directors, one from each of the following Districts: 4,
5 and 8. The Company's Articles of Incorporation provide for each class of
directors to be elected for three-year terms on a staggered basis. No member
of the Board is permitted to repeat a second term until that person has not
been a member of the Board for at least one year.
The geographic boundaries of the Districts are provided for in the
Company's Bylaws and may be revised by the Board from time to time. Each
director's professional practice must be located in the District in which he
or she is elected from at the time of the election. At the Annual Meeting,
two (2) Class I directors, one from District 3 and one from District 7, are
to be elected to serve until the 2003 annual meeting of stockholders and
until their respective successors have been elected. District 3 is comprised
of the states of Illinois and Wisconsin and District 7 is comprised of the
states of West Virginia, Maryland, Delaware, New Jersey, Pennsylvania, New
York, Connecticut, Rhode Island, Massachusetts, Vermont, New Hampshire and
Maine.
VOTE REQUIRED
The two Class I directors will be elected by a favorable vote of a
majority of the shares of Common Stock present in person or represented by
proxy at the Annual Meeting and entitled to vote.
The Board has proposed that Chester L. Rawson, D.V.M. and Amy Lynne
Hinton, D.V.M. be elected at the Annual Meeting, each of whom will hold
office until his or her successor shall have been elected and qualified.
Unless otherwise instructed, it is the intention of the persons named as
proxies on the accompanying proxy card to vote shares represented by properly
executed proxies for the election of such nominees. Although the Board
anticipates that the two nominees will be available to serve as directors of
the Company, if any of them should be unwilling or unable to serve, it is
intended that the proxies will be voted for the election of such substitute
nominee or nominees as may be designated by the Board.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" EACH NOMINEE.
NOMINEES FOR THE BOARD OF DIRECTORS
Biographical information regarding each of the nominees for the
Board is set forth below:
District 3: Chester L. Rawson, D.V.M., 56, is a general
practitioner veterinarian with Veterinary Associates located in
Hazelgreen-Galena, Illinois. Dr. Rawson received a Doctor of Veterinary
Medicine degree from the University of Illinois in 1968.
3
<PAGE>
District 7: Amy Lynne Hinton, D.V.M., 37, is a clinical
veterinarian and vice president with Best Friends Animal Clinic in
Chambersburg, Pennsylvania. Dr. Hinton received a Doctor of Veterinary
Medicine degree from the University of Tennessee in 1988.
INFORMATION REGARDING THE BOARD AND EXECUTIVE OFFICERS
DIRECTORS AND EXECUTIVE OFFICERS
The Company's day to day affairs are managed by its executive
officers who are appointed for a one year term. The Board is comprised of
eight shareholders who are practicing veterinarians. Each director, or the
practice of which he is a member, owns one shares of Company Common Stock.
<TABLE>
<CAPTION>
NAME AGE POSITION DISTRICT CLASS
---- --- -------- -------- -----
<S> <C> <C> <C> <C>
Lionel L. Reilly, D.V.M. 57 President, CEO, non-voting Director
Neal B. Soderquist 44 Controller
Eric R. Phillips 51 Director of Logistics and Product
Management
Kenneth R. Liska, D.V.M. 56 Director 1 II
Wayne E. Rychnovsky, D.V.M. 43 Director 2 II
Russ R. Weston, D.V.M. 50 Chairman, Director 3 I
Raymond C. Ebert II, D.V.M. 54 Director 4 III
Michael L. Whitehair, D.V.M. 50 Director 5 III
Mark A. Basinger, D.V.M. 52 Director 6 II
Timothy P. Trayer, D.V.M. 47 Secretary, Director 7 I
Fred G. Garrison, D.V.M. 55 Vice-Chairman, Director 8 III
</TABLE>
Drs. Timothy P. Trayer and Russ R. Weston, the Company's Class I
directors, currently serve until the Annual Meeting; Class II directors serve
until the 2001 Annual Meeting; and Class III directors serve until the 2002
Annual Meeting.
Lionel L. Reilly, D.V.M., has served as President and CEO of the
Company since 1994. Prior to that he was Vice President, Business Operations
and functioned as the CEO. He has been with the Company since 1983, shortly
after its founding. Dr. Reilly spent several years as a military
veterinarian, over five years in private clinical veterinary practice and
five years in industry as a researcher and technical services veterinarian.
He has a degree from Kansas Wesleyan University in Salina, Kansas. Dr. Reilly
graduated in 1970 from the College of Veterinary Medicine, Kansas State
University, Manhattan, Kansas. The Company and Dr. Reilly have entered into
an employment contract. See "Employment Contract".
Neal B. Soderquist was appointed Controller in 1994. From 1989 to
1994 he served in that position as well as managed much of the human
resources functions. For the previous 14 years Mr. Soderquist was
controller/officer manager for Lincoln Lumber Co., Lincoln, Nebraska. In 1975
he received an Associates Degree from the Lincoln School of Commerce,
Lincoln, Nebraska.
4
<PAGE>
Eric R. Phillips has served as Director of Logistics and Product
Management of the Company since July 1999. Prior to that he was the part
owner of Olson Phillips Wassinger Financial Services, where he was
responsible for insurance and mutual funds investments.
Kenneth R. Liska, D.V.M., has served as a Director of the Company
since 1997. He is the owner of a veterinary clinic located in Wayne,
Nebraska. Dr. Liska received a Doctor of Veterinary Medicine degree from Iowa
State University in 1969.
Wayne E. Rychnovsky, D.V.M., has served as a Director of the Company
since 1998. He is the owner of a three person veterinary practice in Corning,
Iowa. Dr. Rychnovsky has a degree in Animal Science from Iowa State
University. In 1978 he graduated with a Doctor of Veterinary Medicine degree,
also from Iowa State University.
Raymond C. Ebert II, D.V.M., has served as a Director of the Company
since 1999. He is the owner PleasantHill Animal Clinic located in Pleasant
Hill, Missouri. Dr. Ebert received a Doctor of Veterinary Medicine degree
from the University of Missouri in 1970.
Michael L. Whitehair, D.V.M., has served as a Director of the
Company since 1999. He is a partner of Abilene Animal Hospital located in
Abilene, Kansas. Dr. Whitehair received a Doctor of Veterinary Medicine
degree from Kansas State University in 1974.
Mark A. Basinger, D.V.M., has served as a Director of the Company
since 1997. He is the owner of a veterinary clinic located in Ottawa, Ohio.
Dr. Basinger has a degree in Agriculture from Ohio State University. In 1973
he graduated with a Doctor of Veterinary Medicine degree, also from Ohio
State University.
Fred G. Garrison, D.V.M., has served as a Director of the Company
since 1998. He is the president of a three person veterinary clinic located
in Centerville, Virginia. Dr. Garrison received a degree in Animal Science
from Pennsylvania State University. He graduated from Cornell University in
1971 with a Doctor of Veterinary Medicine degree.
BOARD OF DIRECTORS MEETINGS
The Company's Board held 11 meetings during the one year period
ended July 31, 2000. All Directors attended at least 90% of the meetings of
the Board and the committees of which they were members.
COMMITTEE OF THE BOARD
The Board has established an Executive Committee, an Audit
Committee, and a Nominating Committee. The functions performed by these
committees are summarized below:
EXECUTIVE COMMITTEE. The Executive Committee, which among other
duties is actually involved in the long-range planning and the formulation of
corporate polices, also makes recommendations to the Board concerning
salaries and incentive compensation for the Company's officers and employees.
The Executive Committee is comprised of Dr. Fred Garrison, Dr. Kenneth Liska
and Dr. Russ Weston and met two times during the one year period ended
July 31, 2000.
5
<PAGE>
AUDIT COMMITTEE. The Audit Committee serves as a direct link between
the Board and the auditor, and regularly meets with the auditor to review the
audit function. The Audit Committee is comprised of Dr. Fred Garrison, Dr.
Wayne Rychnovsky and Dr. Michael Whitehair and met two times during the one
year period ended July 31, 2000.
NOMINATING COMMITTEE. The Nominating Committee is responsible for
devising criteria for Board membership and to identify specific individuals
for nomination. The Nominating Committee is comprised of Dr. Mark Basinger,
Dr. Raymond Ebert II and Dr. Timothy Trayer and met five times during the one
year period ended July 31, 2000. The Nominating Committee considers nominees
recommended by shareholders. Each year a letter requesting nominations is
sent to each shareholder located in a geographic district in which a director
position is available for the upcoming year.
COMPENSATION OF DIRECTORS
Directors are paid $500 per day for attendance at the Company's
Mid-Year and Annual Meetings, and any specially-called Board meetings where
attendance is required. In addition, Directors are reimbursed for their
expenses, including meeting related travel and lodging at the meeting
location. Directors are paid $750 annually for participation in Board
teleconference meetings and $250 for attendance at designated meetings they
attend. No other compensation is paid to Directors without further action by
the Board.
EXECUTIVE COMPENSATION
The following table represents the cash compensation paid by the
Company to the named executive officers for the fiscal years 1998 through
2000 whose compensation from the Company exceeded $100,000 for these years.
<TABLE>
<CAPTION>
ANNUAL COMPENSATION
NAME AND PRINCIPAL POSITION FISCAL SALARY BONUS ALL OTHER
YEAR COMPENSATION
----- -------- ------- ------------
<S> <C> <C> <C> <C>
Lionel L. Reilly............................... 2000 $236,760 $72,070 $20,661(1)
President and Chief Executive Officer 1999 197,000 29,000 18,100(1)
And Non-Voting Director 1998 186,000 8,300 20,200(1)
Neal B. Soderquist............................. 2000 74,887 14,459 10,722(2)
Chief Financial Officer
</TABLE>
(1) These amounts represent contributions by the Company to Dr. Reilly's
401(k) Plan and profit-sharing Plan.
(2) These amounts represent contributions by the Company to Mr. Soderquist's
401(k) Plan and profit-sharing Plan.
EMPLOYMENT CONTRACT
The Company and Dr. Lionel L. Reilly have entered into an employment
contract pursuant to which Dr. Reilly will act as President and Chief
Executive Officer of the Company. The contract provides that Dr. Reilly shall
devote his full-time professional energy, skill, efforts and attention to the
business of the Company. The contract automatically renews for successive one
year periods unless terminated by either party. If the Company terminates the
contract without cause, Dr. Reilly will remain employed by the Company for a
one-year consulting period, during which period he will be paid his base
salary at the level in effect upon termination.
6
<PAGE>
During the period of his employment, Dr. Reilly is entitled to a base salary
of not less than $240,000 per year, to be increased in each year thereafter
by an amount equal to not less than the percentage increase in the consumer
price index over the previous year. Dr. Reilly is also entitled to an annual
bonus equal to one percent of the net income based on the Company's audited
financial statement. Under the contract, Dr. Reilly is bound by
confidentiality provisions and covenants not to compete with us for a one
year period after ceasing to be employed by the Company.
The Company has purchased two $250,000 life insurance policies on
the life of Dr. Reilly. The Company is the beneficiary of one of the
policies. The other policy is a split dollar policy and the estate of Dr.
Reilly is the ultimate beneficiary.
CERTAIN TRANSACTIONS
The Company has not made loans to, loan guarantees on behalf of, or
engaged in material transactions with the Company officers, directors or
shareholders. The Directors, acting in their capacity as shareholders, have
purchased items related to the practice of veterinary medicine from the
Company on the same terms and conditions as every other shareholder. As a
matter of policy, all future material transactions between the Company and
any of its officers, directors, or shareholders will be approved by a
majority of the independent and disinterested members of the Board, will be
on terms no less favorable to the Company than could be obtained from
unaffiliated third parties and will be in connection with bona fide business
purposes of the Company.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 (the "1934
Act") requires the Company's directors and executive officers, and persons
who own more than ten percent of a registered class of the Company's equity
securities, to file with the SEC initial reports of ownership and reports of
changes in ownership of Common Stock and other equity securities of the
Company. Officers, directors and holders of in excess of ten percent of any
such class are required by SEC regulation to furnish the Company with copies
of all Section 16(a) forms they file.
To the Company's knowledge, based solely on a review of the copies
of such Reports furnished to the Company and written representations that no
other reports were required, during the fiscal year ended July 31, 2000, all
Section 16(a) filing requirements applicable to its officers, directors and
greater than ten percent beneficial owners were complied with, except that
initial statements of beneficial ownership on Form 3 filed to report the
appointment as members of the Board and the securities owned by such members
were inadvertently not filed for Kenneth R. Liska, Wayne E. Rychnovsky,
Raymond C. Ebert II, Michael L. Whitehair, Mark A. Basinger, Fred G.
Garrison, Russ R. Weston and Timothy P. Trayer.
AUDITORS
The Company has selected Marvin E. Jewell, P.C. to continue as its
independent public accountants for the fiscal year ending July 31, 2001. A
representative of Marvin E. Jewell, P.C. is expected to attend the Annual
Meeting and will have an opportunity to make a statement or to respond to
appropriate questions from stockholders.
7
<PAGE>
STOCKHOLDER PROPOSALS
The deadline for submitting a stockholder proposal for inclusion in
the Company's proxy statement and form of proxy for the Company's 2001 Annual
Meeting of stockholders pursuant to Rule 14a-8 of the Securities and Exchange
Commission is August 1, 2001. Please send any such proposals to Professional
Veterinary Products, Ltd., 10077 South 134th Street, Omaha, Nebraska 68138,
Attention: Dr. Lionel L. Reilly.
Stockholders wishing to submit proposals or director nominations
that are not to be included in such proxy statement and proxy must submit
such proposal or director nomination to the Secretary of the Company not
fewer than 60 days before the date of the Company's 2001 annual meeting.
ANNUAL REPORT AND FINANCIAL STATEMENTS
The Company's 2000 Annual Report to stockholders, including
financial statements, has accompanied the mailing of this proxy statement.
The Annual Report does not constitute and should not be considered a part of
this proxy solicitation material.
The Company will provide without charge to each stockholder
solicited, upon the written request of any such stockholder, a copy of its
annual report to the Securities and Exchange Commission on Form 10-K,
including the financial statements and schedules thereto, for the fiscal year
ended July 31, 2000. Such written request should be directed to Professional
Veterinary Products, Ltd., 10077 South 134th Street, Omaha, Nebraska 68138,
Attention: Dr. Lionel L. Reilly.
OTHER BUSINESS
The Board does not know of any other matter to be presented at the
Annual Meeting, but should any other matter properly come before the Annual
Meeting, or any adjournment thereof, proxies will vote on such matter in
accordance with their best judgment.
BY ORDER OF THE BOARD OF DIRECTORS
Dr. Lionel L. Reilly
President
November 10, 2000
TO BE CERTAIN THAT YOUR SHARE WILL BE REPRESENTED AT THE 2000 ANNUAL MEETING
OF STOCKHOLDERS, WE URGE YOU TO SIGN, DATE AND RETURN THE ENCLOSED PROXY CARD
PROMPTLY, WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING IN PERSON.
8
<PAGE>
PROFESSIONAL VETERINARY PRODUCTS, LTD.
PROXY SOLICITED BY THE BOARD OF DIRECTORS
2000 ANNUAL MEETING OF STOCKHOLDERS
The undersigned hereby appoints the person designated below as the
nominee from my District as my Proxy with full power of substitution and
hereby authorizes him to represent and vote the share of Common Stock of
Professional Veterinary Products, Ltd. ("PVPL") which the undersigned is
entitled to vote, as specified below, at the 2000 annual meeting of
stockholders of PVPL to be held at 10:00 a.m. (CST) on Friday, December 8,
2000 at 10077 South 134th Street, Omaha, Nebraska 68138 and at any
postponement or adjournment thereof. The undersigned hereby acknowledges
receipt of the Notice of Annual Meeting of Stockholders and revokes any proxy
heretofore given with respect to such meeting.
<TABLE>
<S> <C>
DISTRICT 1 DISTRICT 2
Kenneth Liska, D.V.M. Wayne Rychnovsky, D.V.M.
Wayne Veterinary Clinic Adams County Vet Service
1508 Claycomb Road 1902 Quincy Street
Wayne, Nebraska 68787 Corning, Iowa 50841
DISTRICT 3 DISTRICT 4
Russ Weston, D.V.M. Michael L. Whitehair, D.V.M.
Lena Veterinary Clinic Abilene Animal Hospital
6 Old Corduroy Road 902 N. Olive
Lena, Illinois 61048 Abilene, Kansas 67410
DISTRICT 5 DISTRICT 6
Raymond C. Ebert II, D.V.M. Mark Basinger, D.V.M.
Pleasant Hill Animal Clinic The Ottawa Veterinary Clinic
601 N. Highway 7 4084 East Main Street
Pleasant Hill, Missouri 64080 Ottawa, Ohio 45875
DISTRICT 7 DISTRICT 8
Timothy Trayer, D.V.M. Fred Garrison, D.V.M.
Agricultural Veterinary Assoc. Centreville Animal Hospital
56 F West Church Street 13663 Lee Hwy
P.O. Box 190 Centreville, Virginia 20121
Denver, Pennsylvania 17517
</TABLE>
In the event the Proxy appointed above is unable to attend the 2000
Annual Meeting or is otherwise unable to act as Proxy, the undersigned hereby
appoints Dr. Lionel Reilly, President of Professional Veterinary Products,
Ltd., as Proxy to act on his behalf. This Proxy is revocable and the
undersigned may revoke it at any time prior to the beginning of the Annual
Meeting by giving either personal or written notice of such revocation to Dr.
Lionel Reilly, President of Professional Veterinary Products, Ltd., at the
Company's offices at 10077 South 134th Street, Omaha, Nebraska 68138, or to
the person designated as the Corporate Secretary, Dr. Timothy Trayer, at the
commencement of the Annual Meeting.
<PAGE>
|X| Please mark vote as in this example.
ELECTION OF DIRECTORS
/ / FOR all nominees listed to the right Nominees: Chester L. Rawson, D.V.M.
(except as indicated) Amy Lynne Hinton, D.V.M.
/ / WITHHOLD AUTHORITY to vote for all
nominees listed to the right
Instruction: To withhold authority to vote for any individual
nominee, write such nominee's name in the space provided below.
-----------------------------------------------------------
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED AS DIRECTED OR, IF NO
DIRECTION IS GIVEN, WILL BE VOTED FOR EACH NOMINEE.
NOTE: The proxies of the undersigned may vote according to their discretion
on any other matter that may properly be brought before the Annual Meeting or
any adjournment thereof.
You may elect to fax this proxy to PVPL. A faxed copy of your signature is
legally sufficient to count your vote by proxy. If you fax it back, there is
no need to mail the original.
PLEASE VOTE, DATE, SIGN AND RETURN THIS PROXY BEFORE NOVEMBER 27, 2000
PVPL FAX#
402-331-8655
Please sign exactly as name appears hereon. When signing
as attorney, personal representative, trustee, or guardian,
please give full title. All joint owners and trustees should
sign. If the signer is a corporation or other entity, please
sign in full the corporation or other entity name, by duly
authorized officer/representative.
Dated this ____ day of _________________, 2000
___________________________________________________________
Name - Signature
PVPL Account Number: _____________________________________
___________________________________________________________
Name of Clinic (Please Print)
I DO / / DO NOT / / EXPECT TO ATTEND THE ANNUAL MEETING.
2
