Schedule 14A
(Rule 14a-101)
Information Required in Proxy Statement
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 Filed by the Registrant [X] Filed by a Party other than the
Registrant [ ] Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)
(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material under Rule 14a-12
THE HARTCOURT COMPANIES, INC.
Name of the 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:
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2. Aggregate number of securities to which transaction applies:
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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):
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4. Proposed maximum aggregate value of transaction:
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5. Total fee paid:
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[ ] 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:
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2. Form, Schedule or Registration Statement No.:
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3. Filing Party:
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4. Date Filed:
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THE HARTCOURT COMPANIES, INC.
9800 South Sepulveda Blvd., Suite 818
Los Angeles, CA 90045
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To be held on Monday, June 19, 2000 at 10:00 a.m.
To our shareholders:
We will hold the annual meeting of the shareholders of The Hartcourt
Companies, Inc. ("Hartcourt") at the Las Vegas Country Club located at 3000 Joe
W. Brown Drive, Las Vegas, Nevada 89109 on Monday, June 19, 2000 at 10:00 a.m.
local time. Shareholders will consider and vote on the following proposals:
1. To elect five (5) directors to hold office for one-year terms and
until each of their successors are elected and qualified;
2. To ratify the appointment of BDO Seidman LLP as Hartcourt's
independent public accountants for the fiscal year ending December 31, 2000; and
3. To act upon any other business that may properly come before the
meeting.
The Board of Directors has fixed the close of business on April 30,
2000 as the record date for identifying those shareholders entitled to notice of
and to vote at this Annual Meeting and at any adjournment or postponement of
this meeting. Shareholders of record at the close of business on April 30, 2000
will receive notice of and be allowed to vote at the meeting.
All shareholders are cordially invited to attend the meeting in person.
Whether or not you expect to attend the meeting, please complete, date, sign and
return the enclosed proxy as promptly as possible to ensure your representation
at the meeting. A return envelope (which is postage prepaid if mailed in the
United States) is enclosed for that purpose. Even if you have given your proxy,
you may still vote in person if you attend the meeting. Please note, however,
that if your shares are held of record by a broker, bank or other nominee and
you wish to vote at the meeting, you must obtain from the record holder a proxy
issued in your name.
By order of the Board of Directors,
/s/ Frederic Cohn
---------------------------------------
Frederic Cohn
Secretary
May 1, 2000
Los Angeles, California
<PAGE>
THE HARTCOURT COMPANIES, INC.
9800 South Sepulveda Blvd., Suite 818
Los Angeles, California 90045
PROXY STATEMENT
FOR ANNUAL MEETING OF SHAREHOLDERS
June 19, 2000
INFORMATION CONCERNING SOLICITATION AND VOTING
General
The enclosed proxy is solicited on behalf of the Board of Directors of The
Hartcourt Companies, Inc. ("Hartcourt") for use at the Annual Meeting of
Shareholders to be held on June 19, 2000, at 10:00 local time (the "Annual
Meeting"), or at any adjournment or postponement of this meeting, for the
purposes set forth in this proxy statement and in the accompanying Notice of
Annual Meeting. The Annual Meeting will be held at the Las Vegas Country Club
located at 3000 Joe W. Brown Drive, Las Vegas 89109. We intend to mail this
proxy statement and accompanying proxy card on or about May 15, 2000, to all
shareholders entitled to vote at the Annual Meeting.
Solicitation
Hartcourt will pay for the entire cost of proxy solicitations, including
preparation, assembly, printing and mailing of proxy solicitation materials.
Hartcourt will solicit shareholders by mail through its regular employees, and
will request banks and brokers, and other custodians, nominees and fiduciaries,
to solicit their customers who have stock of Hartcourt registered in the names
of such persons and will reimburse them for their reasonable, out-of-pocket
costs. In addition, Hartcourt may use the services of its officers and
directors, and others to solicit proxies, personally or by telephone, without
additional compensation.
Voting Rights and Outstanding Shares
Only shareholders of record at the close of business on April 30, 2000 will be
entitled to notice of and to vote at the Annual Meeting. As of April 13, 2000,
there were 30,060,100 shares of common stock issued and outstanding (the "Common
Stock"). Each holder of record of Common Stock on that date will be entitled to
one vote for each share held on all matters to be voted upon at the Annual
Meeting. Shareholders may vote in person or by proxy. Each holder of shares of
Common Stock is entitled to one (1) vote for each share of stock held on the
proposals presented in this Proxy Statement. Hartcourt's bylaws provide that a
majority of all the shares of stock entitled to vote, whether present in person
or represented by a proxy, shall constitute a quorum for the transaction of
business at the meeting. The nominees for director that receive a majority of
votes cast at the meeting will be elected.
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Voting of Proxies
All valid proxies received prior to the meeting will be voted. All shares
represented by a proxy will be voted, and where a shareholder specifies by means
of the proxy a choice with respect to any manner to be acted upon, the shares
will be voted in accordance with the specification so made. If no choice is
indicated on the proxy, the shares will be voted in favor of the proposal.
In the event that cumulative voting is invoked, a proxy authorizing a vote for
management's nominees for directors may be voted cumulatively for less than all
of such nominees. If no instructions are given on the executed proxy, the proxy
will be voted in favor of the proposals described, but votes may be cumulated
for less than all of the nominees for director.
Revocability of Proxies
Any person giving a proxy in response to this solicitation has the power to
revoke it at any time before it is voted. Proxies may be revoked by any of the
following actions:
1. Filing a written notice of revocation with our Secretary at our
principal executive office located at 9800 South Sepulveda Blvd., Suite 818, Los
Angeles, California 90045;
2. Filing with our Secretary at our principal executive office located
at 9800 South Sepulveda Blvd., Suite 818, Los Angeles, California 90045 a
properly executed proxy showing a later date; or
3. Attending the meeting and voting in person (attendance at the
meeting will not, by itself, revoke a proxy).
Shareholder Proposals
Proposals of shareholders that are intended to be presented at the next Annual
Meeting of Shareholders must be received by Hartcourt not later than May 25,
2001, at its offices located 9800 South Sepulveda, Suite 818, Los Angeles,
California 90048 in order to be included in the proxy statement and proxy
relating to that Annual Meeting. Proposals of shareholders must satisfy the
conditions established by the Securities and Exchange Commission for
shareholders proposals to be included in the Hartcourt's proxy statement for
that meeting. Shareholders are also advised to review Hartcourt's Bylaws, which
contain additional requirements with respect to advance notice of shareholder
proposals and director nominations.
Annual Report
An annual report, filed on form 10-KSB, for the fiscal year ended December 31,
1999, is enclosed with this Proxy Statement.
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PROPOSAL 1
ELECTION OF DIRECTORS
The Board of Directors is presently composed of five (5) authorized directors.
The nominees for election are Dr. Alan V. Phan, Frederic Cohn, Manu Ohri,
Kenneth Silva and Hans Kloepfer, each of whom currently serves as a member of
the Board of Directors. Directors shall be elected by a plurality vote of
shareholders. Pursuant to Hartcourt's Articles of Incorporation and Bylaws,
until December 31, 2010, three of the five directors may be elected to the Board
pursuant to the rights held by holders of Original Preferred Stock. If elected,
each nominee will serve as a director until Hartcourt's Annual Meeting of
Shareholders in 2001, and until his successor is elected and qualified. If the
nominee declines to serve or becomes unavailable for any reason, or if a vacancy
occurs before the election (although Management knows of no reason to anticipate
that this will occur), the proxies may be voted for a substitute nominee as the
Board of Directors may designate.
If a quorum is present and voting, the nominees for directors receiving the
highest number of votes will be elected. Abstentions and broker non-votes will
have no effect on the votes.
There follows a brief description of each nominee's principal occupation and
business experience, age and directorships held in other corporations.
Dr. Alan V. Phan, 52, is the founder of Hartcourt and has been Chairman,
President and Chief Executive Officer since November 1993. He is also the
founder of Hartcourt Investments and Hartcourt Pen. From 1986 to 1993, Dr. Phan
was the owner of Hartcourt Consulting, an engineering, equipment and technology
exporter to Asia and South America. From 1981 to 1986, Dr. Phan served as
Executive Vice President of EM Kay Group, an international aircraft leasing
company, as well as owner of Village Bank of New Jersey and Magic Marker
Industries. From 1975 to 1981, Dr. Phan was the owner of Alpha Development, a
California real estate development company; and UBI Business Brokers of Orange
County, a real estate and business brokerage office. From 1970 to 1975, Dr. Phan
was Area Manager for Eisenberg Group, an Israeli conglomerate, specialized in
trading and manufacturing of industrial and consumer products. Dr. Phan received
his academic training and degrees in Environmental Engineering from Pennsylvania
State University in 1967, and Sussex College of Technology in 1975.
Mr. Fred Cohn, 64, has been Vice President, Secretary and Director since
December 1999, and has over 30 years of diversified experience in business
management. During the last five years, Mr. Cohn was a successful entrepreneur
owning and operating medium size companies in the fields of transportation,
entertainment, manufacturing and distribution. Mr. Cohn is a member of the Board
of Directors of Enova Holdings, Inc. Mr. Cohn obtained his law degree from New
York School of Law and Bachelors degree in Accounting from Wilkes University.
Mr. Manu Ohri, 44, has been Executive Vice President, Chief Financial Officer
and Director since December 1999, and has over 19 years of diversified business
management and operations experience in public and private companies. In
addition to serving as an officer and director of Hartcourt, Mr. Ohri currently
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holds the position of President, CEO and Director of Enova Holdings, Inc. From
January 1997 to March 1999, Mr. Ohri served as Chief Operating Officer and Chief
Financial Officer of Dynamic Cooking Systems, Inc., a privately-held
manufacturing company. From September 1989 to December 1996, Mr. Ohri served as
Chief Financial Officer of Startel Corporation, a NASDAQ company in software
development business. Mr. Ohri's multi-faceted experience includes operations,
finance as well as administrative functions in the manufacturing, distribution
and software development industries. Mr. Ohri is a Certified Public Accountant
with over six years experience with Deloitte & Touche, LLP and
PriceWaterhouseCoopers, LLP. Mr. Ohri earned his Masters degree in Business
Administration from University of Detroit and Bachelors degree in Accounting
from University of Delhi in India.
Kenneth Silva, 74, has been a director of Hartcourt since December 1999. Mr.
Silva retired from active work in July 1996 and has been associated with
Hartcourt in various capacities since his retirement. Mr. Silva earned his B.A.
degree in accounting and banking from Armstrong College in 1950 and attended
graduate courses at American Institute of Banking. Mr. Silva has been in banking
for almost 40 years, including 22 years at Wells Fargo Bank where he last served
as Vice President of Business Development. In addition, Mr. Silva has experience
in real estate finance as Controller for a large construction firm in Los
Angeles called Intercell Industries.
Hans J. Kloepfer, 48, has been a director of Hartcourt since December 1999. From
July 1999 to February 2000, Mr. Kloepfer served as Vice President, Sales and
Marketing for Pego Systems, Inc., a distributor and representative of air and
gas handling equipment. In March, 2000, Mr. Kloepfer was appointed President of
Pego Systems, Inc. From January 1997 to March 1999, Mr. Kloepfer was a
partner/owner of Strategic Sports Marketing Group, a company engaged in the
development, sales and implementation of a media based turnkey marketing system.
From July 1986 to December 1996, Mr. Kloepfer served as Regional Manager for
Sullair Corporation, a division of Sundstrand Corporation, a manufacturer of
industrial and portable air compressors. Mr. Kloepfer graduated from California
State University Fullerton with a Bachelors Degree in Business Administration
and Economics.
THE BOARD OF DIRECTORS UNANIMOUSLY
RECOMMENDS A VOTE IN FAVOR OF EACH NAMED NOMINEE.
MANAGEMENT INFORMATION
The Board of Directors and its Committees
During the year ended December 31, 1999, the Board held eight (8) meetings. Dr.
Phan attended 100% of the meetings and the other present members attended all of
the meetings since attaining their directorships.
Options Committee
The Options Committee's function is to review, make recommendations, maintain
and implement those grants of options promulgated by it and approved by the
Board of Directors. Directors Alan Phan and Fred Cohn comprise the membership of
this committee.
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Audit Committee
The Audit Committee's function is to review with Hartcourt's independent public
accountants and management the annual financial statements and independent
public accountant's opinion. Its responsibilities included reviewing the scope
and results of the examination of Hartcourt's financial statements by
independent public accountants and all related fees paid in connection with such
services and recommending the retention of the independent public accountants to
the board, subject to ratification by the shareholders. Additionally, the
Committee periodically reviews Hartcourt's accounting policies, internal
accounting and financial controls. The Board of Directors has not adopted a
written charter for the Audit Committee. The members of the Audit Committee are
Messrs. Ohri, Silva and Kloepfer. During the year ended December 31, 1999, the
Audit Committee did not hold any meetings.
Compensation and Nominating Committees
Hartcourt has no Compensation or Nominating Committees.
Certain Transactions
There are no extraordinary transactions required to be reported herein.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Act of 1934 requires Hartcourt's executive
officers, directors and persons who beneficially own more than 5% of Hartcourt's
Common Stock to file initial reports of ownership and reports of changes in
ownership with the Securities and Exchange Commission ("SEC"). Such persons are
required by SEC regulations to furnish Hartcourt with copies of all Section
16(a) forms filed by such persons.
Based solely on Hartcourt's review of such forms furnished to Hartcourt and
written representation from certain reporting persons, Hartcourt believes that
all filing requirements applicable to Hartcourt's executive officers, directors
and more than 5% shareholders were in compliance.
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Beneficial Ownership Table
The following table presents, as of December 31, 1999, the beneficial ownership
of, and other interests in, shares of Common Stock of each person known to
Hartcourt to be the beneficial owners of more than 5% of its voting securities
and with respect to the beneficial ownership of such securities by each director
of Hartcourt and by all directors and executive officers of Hartcourt as a
group.
<TABLE>
<CAPTION>
Title of Class Name & Address of Amount and Nature of Beneficial
Beneficial Owner Ownership (1) Percent
- -------------- ------------------------ ------------------------------- -------
<S> <C> <C> <C>
Common stock Dr. Alan V. Phan 6,204,229 (2) 20.7%
1196 E. Willow Street
Long Beach, CA 90806
Preferred 1,000 (2) 100%
Stock
Common stock CEDE & Co. 19,319,239 (3) 64.4%
55 Water Street 2SL
New York, NY 10041
Common stock Financial Telecom Limited 1,500,000 (4) 5.0%
The Center, Suite 2705
99 Queen's Road Central,
Hong Kong
All Officers and Directors as a 6,204,229 20.7%
group
</TABLE>
(1) Except as otherwise indicated, each of the parties listed has sole voting
and investment power with respect to all shares of common stock indicated.
Beneficial ownership is calculated in accordance with Rule 13-d-3(d) under the
Securities Exchange Act of 1934, as amended.
(2) Includes (i) an aggregate of 1,000,000 shares of common stock issuable upon
conversion of 1,000 shares of Original Preferred Stock. As the sole holder of
the 1,000 outstanding shares of Original Preferred Stock, Dr. Phan is entitled
to elect 3/5 of the number of members of Hartcourt's Board of Directors.
(3) CEDE & Co. is a deposit trust corporation (stock brokerage company).
(4) Represents Hartcourt shares issued in connection with the purchase of FTL.
An additional 254,552 shares of common stock were issued on January 18, 2000 as
a result of post closing adjustment to the purchase price of FTL.
[rest of page intentionally left blank]
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Executive Compensation
Summary Compensation Table
The following summary compensation table sets forth certain information
regarding compensation, required to be paid pursuant to an employment agreement
during each of the three years ended December 31, 1999, 1998 and 1997 to the
person serving as Hartcourt's Chief Executive Officer:
Name and Principal Position Fiscal Year Annual Salary
Dr. Alan V. Phan, Chief Executive Officer 1999 $3,379,788
1998 $200,000
1997 $175,000
Hartcourt is obligated under employment contract with Dr. Alan Phan to provide
salary, bonuses, and other fringe benefits through December 31, 2001. The term
of the contract will be automatically extended for an additional term of three
(3) years, unless Hartcourt or Dr. Phan gives a written notice to the other
party before the expiration of the term. Annual base salary payments under the
contract will be $250,000 per annum for fiscal years 2000 and 2001. Payments
will be made in equal monthly installments. In the event Hartcourt does not have
sufficient cash flow to pay compensation, Dr. Phan has the option to accept
Hartcourt's restricted common shares for the same amount of compensation. Share
price will be calculated at 50% of the market trading bid price on January 1st
of the year of employment. Dr. Phan received 100% of his salary in shares of
common stock of Hartcourt during the last three fiscal years. Hartcourt issued
restricted common shares to Dr. Phan in the amounts of 1,600,284 shares, 213,333
shares and 116,667 shares for the years ended December 31, 1999, 1998 and 1997,
respectively.
There are no salary, bonus or incentive plans covering cash or company stock
except Hartcourt's 1995 Stock Option Plan (the "Plan"). Under the Plan,
incentive and non-qualified stock options may be granted to directors, officers
and key employees to purchase up to 2,000,000 shares of common stock at an
option price not less than the fair market value of the stock at the time the
option is granted; the option period shall not exceed ten years from the date of
grant. Except in the case of the death or disability of an option holder, vested
options lapse 90 days following termination of continuous employment by
Hartcourt. Vested options lapse one year after the death or disability of an
option holder. No options have been granted under the Plan.
Employment and Change of Control Arrangements
Dr. Phan serves as Chairman, President and Chief Executive Officer pursuant to
the terms of an employment agreement entered into in 1997 which continues in
effect until December 2002. Under terms of the agreement, Dr. Phan receives an
annual salary of not less than $200,000 and any bonus that may be determined by
the Board of Directors. In May 1998, the Board of Directors granted Dr. Phan
500,000 stock options for extraordinary services provided during 1997 on behalf
of Hartcourt. The value of the underlying common stock on the date of the grant
was $1.625. The stock options are exercisable over ten (10) years.
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Mr. Cohn serves as Executive Vice President and Corporate Secretary pursuant to
the terms of an employment agreement entered into January 2000 which continues
in effect until December 2001. Under the terms of the agreement, Mr. Cohn
receives an annual salary of not less than $120,000 and any bonus that may be
determined by the Board of Directors.
In the event Hartcourt enters into an agreement which significantly changes the
ownership, or an agreement to dispose of the majority of Hartcourt's assets or
stock of Hartcourt, options outstanding under the plan will vest in full and
become exercisable as of the date of such agreement. Any outstanding options,
which are not exercised or assumed, will terminate as of the date of such
disposition.
Compensation of Directors
Beginning January 1, 2000, each director currently serving on the Board received
$12,000 dollars worth of shares of Hartcourt's Restricted Common Stock for
attendance at a minimum of four board meetings per year.
[rest of page intentionally left blank]
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PROPOSAL 2
RATIFICATION OF SELECTION OF INDEPENDENT AUDITORS
The Board of Directors has selected BDO Seidman LLP as our independent auditors
for the fiscal year ending December 31, 2000. The Board of Directors is
submitting its selection of independent auditors for ratification by the
shareholders at the Annual Meeting. A representative of BDO Seidman LLP will be
present at the Annual Meeting, will have an opportunity to make a statement if
the representative desires to do so and will be available to respond to
appropriate questions.
The Bylaws do not require that the shareholders ratify the selection of BDO
Seidman LLP as our independent auditors. However, we are submitting the
selection of BDO Seidman LLP to the shareholders for ratification as a matter of
good corporate practice. If the shareholders do not ratify the selection, the
Board of Directors and the Audit Committee will reconsider whether or not to
retain BDO Seidman LLP. Even if the selection is ratified, the Board of
Directors and the Audit Committee in their discretion may change the appointment
at any time during the year if we determine that such a change would be in the
best interests of Hartcourt and its shareholders.
The affirmative vote of the holders of a majority of the shares present in
person or represented by proxy and entitled to vote at the Annual Meeting will
be required to ratify the selection of BDO Seidman. Neither abstention or broker
non-votes shall have any effects on the outcome of this vote.
THE BOARD OF DIRECTORS UNANIMOUSLY
RECOMMENDS A VOTE IN FAVOR OF PROPOSAL 2.
TRANSACTION OF OTHER BUSINESS
At the date of this Proxy Statement, the only business, which the board of
directors intends to present or knows that other will present, is as set forth
above. If any other matters are properly brought before a meeting or any
adjournment thereof, it is the intention of the persons named in the
accompanying form of proxy to vote the proxy on such matters in accordance with
their best judgment.
By Order of the Board of Directors,
/s/ Frederic Cohn
---------------------------------------
Frederic Cohn
Secretary
May 1, 2000
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THE HARTCOURT COMPANIES, INC.
PROXY FOR ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON JUNE 19, 2000
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Dr. Alan V. Phan and Frederic Cohn, and each of
them, as proxies for the undersigned, each with full Power of Substitution, to
represent the undersigned and to vote all shares of Common Stock of The
Hartcourt Companies, Inc. (the "Company") that the undersigned is entitled to
vote in the manner indicated on the reverse side hereof, and with discretionary
authority as to any other matters that may properly come before the Company's
Annual Meeting of Shareholders to be held on Monday, June 19, 2000, and at any
and all adjournments thereof, as set forth under the heading "Transaction of
Other Business" in the accompanying proxy statement. If no other indication is
made, at the meeting and at any and all adjournments thereof, the proxy holders
will vote for (i) the election of director nominees and (ii) the ratification of
the appointment of the independent auditors and (iii) the change of domicile of
Hartcourt.
(PLEASE DATE AND SIGN ON REVERSE SIDE)
* FOLD AND DETACH HERE *
THE HARTCOURT COMPANIES, INC.
ANNUAL MEETING OF SHAREHOLDERS
MONDAY, JUNE 19, 2000
10:00 A.M.
The Las Vegas Country Club
3000 Joe W. Brown Drive
Las Vegas, Nevada 89109
IF YOU PLAN TO ATTEND THE MEETING AND YOUR SHARES ARE HELD IN THE NAME OF A
BROKER OR OTHER NOMINEE, PLEASE BRING A STATEMENT OR LETTER FROM THE BROKER OR
NOMINEE CONFIRMING YOUR OWNERSHIP OF SHARES. PLEASE MARK YOUR VOTE LIKE THIS.
[X]
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSAL 1.
1. ELECTION OF FIVE DIRECTORS.
01 DR. ALAN V. PHAN
02 FREDERIC COHN
03 MANU OHRI
04 KENNETH SILVA
05 HANS KLOEPFER
FOR ALL NOMINEES
[ ]
WITHHOLD AUTHORITY TO VOTE FOR ALL NOMINEES
[ ]
TO WITHHOLD AUTHORITY FOR ANY NOMINEE, CHECK THE "FOR" ALL NOMINEES BOX ABOVE
AND WRITE THAT NOMINEE'S NAME ON LINE BELOW:
- ----------------------------------------
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THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSAL 2.
2. RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSAL 3.
I PLAN TO ATTEND HARTCOURT'S 2000 ANNUAL MEETING OF SHAREHOLDERS. [ ]
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS AND WILL BE VOTED AS
DIRECTED THEREIN. IF NO DIRECTION IS GIVEN, THIS PROXY WILL BE VOTED FOR
PROPOSALS 1 AND 2.
SIGNATURE(S)_________________________________DATED:___________, 2000
THIS PROXY SHOULD BE SIGNED EXACTLY AS NAME APPEARS HEREON. EXECUTORS,
ADMINISTRATORS, TRUSTEES AND SO FORTH, SHOULD GIVE FULL TITLE AS SUCH. IF THE
SIGNATORY IS A CORPORATION, PLEASE SIGN FULL CORPORATE NAME BY A DULY AUTHORIZED
OFFICIAL. IF A PARTNERSHIP, PLEASE SIGN IN PARTNERSHIP NAME BY AN AUTHORIZED
PARTY. IF SHARES ARE HELD IN MULTIPLE NAMES, AT LEAST ONE MUST SIGN AS AN
AUTHORIZED PARTY.
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