<PAGE> 1
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
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:
<TABLE>
<S> <C> <C>
[ ] 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
</TABLE>
TRANSMATION INC.
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
XXXXXXXXXXXXXXXX
(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)(1) 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: ...........................................................
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--------------------------------------------------------------------------------
<PAGE> 2
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
[TRANSMATION LOGO]
AUGUST 15, 2000
The Annual Meeting of Shareholders of TRANSMATION, INC. (the "Company")
will be held at the Hutchison House, 930 East Avenue, Rochester, New York, on
Tuesday, August 15, 2000 at 12:00 noon, local time, for the following purposes
more fully described in the accompanying proxy statement:
1. To elect three directors of the Company.
2. To consider and act upon a proposal to approve and ratify the selection
of PricewaterhouseCoopers LLP as the Company's independent auditors for
the fiscal year ending March 31, 2001.
3. To transact such other business as may properly come before the Meeting
or any adjournments thereof.
The Board of Directors has fixed the close of business on June 23, 2000 as
the record date for the determination of shareholders entitled to notice of and
to vote at the Meeting and any adjournments thereof.
BY ORDER OF THE BOARD OF DIRECTORS
John A. Misiaszek
Secretary
Dated: July 7, 2000
<PAGE> 3
TRANSMATION, INC.
10 VANTAGE POINT DRIVE
ROCHESTER, NEW YORK 14624
------------------
PROXY STATEMENT
------------------
GENERAL INFORMATION
This proxy statement is furnished to shareholders in connection with the
solicitation of proxies by the Board of Directors of Transmation, Inc. (the
"Company") to be used at the Annual Meeting of Shareholders of the Company which
will be held on Tuesday, August 15, 2000, and at any adjournments thereof (the
"Meeting"). This proxy statement and accompanying form of proxy are being first
mailed to shareholders on or about July 7, 2000. The proxy, when properly
executed and received by the Secretary of the Company prior to the Meeting, will
be voted as therein specified unless revoked by filing with the Secretary prior
to the Meeting a written revocation or a duly executed proxy bearing a later
date. Unless authority to vote for one or more of the director nominees is
specifically withheld according to the instructions, a signed proxy will be
voted FOR the election of the three director nominees named herein and, unless
otherwise indicated, FOR the other proposal described in this proxy statement
and the accompanying notice of meeting.
As of June 23, 2000, the record date for the Meeting, there were 5,986,941
shares of the Company's Common Stock, par value $.50 per share (the "Common
Stock"), issued and outstanding. Only shareholders of record on the books of the
Company at the close of business on June 23, 2000 are entitled to notice of and
to vote at the Meeting. Each such shareholder is entitled to one vote for each
share of Common Stock registered in his or her name. A majority of the
outstanding Common Stock, represented in person or by proxy at the Meeting, will
constitute a quorum for the transaction of all business. Directors are elected
by a plurality of the votes cast at the Meeting with a quorum present. The
affirmative vote of at least a majority of the shares of Common Stock present at
the Meeting and entitled to vote, without regard to broker non-votes, is
required for approval of the other proposal described in this proxy statement
and the accompanying notice of meeting. Shares as to which "Abstain" has been
selected on the accompanying proxy will be counted as shares present and
entitled to vote for purposes of establishing a quorum, and will have the same
effect as a vote against the matter.
Shareholders are entitled to cumulate votes in the election of directors
provided a shareholder gives the President, a Vice President or the Secretary of
the Company notice that he or she desires that voting at the Meeting be
cumulative. Such notice must be in writing and must be given at least 48 hours
before the time fixed for holding the Meeting. In addition, a formal
announcement must be made at the commencement of the Meeting by the Chairman,
the Secretary or by or on behalf of the shareholder, stating that such notice
has been given. In the event the Company does not receive such notice within the
prescribed time, shareholders will not be entitled to cumulate votes.
The cost of soliciting proxies will be borne by the Company. In addition to
solicitation by use of the mails, directors, officers or regular employees of
the Company, without extra compensation, may solicit proxies personally or by
telephone or other telecommunication. The Company has requested persons holding
stock for others in their names or in the names of nominees to forward
soliciting material to the beneficial owners of such shares and will, if
requested, reimburse such persons for their reasonable expenses in so doing.
<PAGE> 4
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT
The following table sets forth certain information as of June 23, 2000
regarding the only persons known to the Company to be a record or beneficial
owner of more than 5% of the Common Stock.
<TABLE>
<CAPTION>
NUMBER OF SHARES PERCENT
NAME AND ADDRESS OF COMMON STOCK OF
OF BENEFICIAL OWNER BENEFICIALLY OWNED(1) CLASS(1)
------------------- ---------------------- ---------
<S> <C> <C>
E. Lee Garelick 331,362(2) 5.5%
10 Vantage Point Drive
Rochester, NY 14624
Dimensional Fund Advisors Inc. 372,100(3) 6.2
1299 Ocean Avenue
Santa Monica, CA 90401
</TABLE>
---------------
(1) As reported by such holders as of June 23, 2000 (except as otherwise stated
in the other footnotes to this table), with percentages based on 5,986,941
shares issued and outstanding except where the holder has the right to
receive shares within the next 60 days (as indicated in the other footnotes
to this table), which would increase the number of shares owned by such
holder and the number of shares outstanding.
(2) Includes 1,200 shares earned under the Directors' Stock Plan but not yet
issued.
(3) The amount shown and the following information is derived from Schedule 13G
dated February 4, 2000: Dimensional Fund Advisors Inc. ("Dimensional"), an
investment advisor registered under Section 203 of the Investment Advisors
Act of 1940, furnishes investment advice to four investment companies
registered under the Investment Company Act of 1940, and serves as
investment manager to certain other commingled group trusts and separate
accounts. These investment companies, trusts and accounts are the "Funds."
In its role as investment advisor or manager, Dimensional has sole power to
vote and sole power to dispose of all of the reported shares that are owned
by the Funds. Dimensional disclaims beneficial ownership of such shares.
The following table sets forth certain information as of June 23, 2000
regarding the Common Stock held by (i) each current director of the Company,
(ii) each other director nominee, (iii) each "Named Executive" (see "EXECUTIVE
COMPENSATION" below), and (iv) all current directors and executive officers of
the Company as a group.
<TABLE>
<CAPTION>
NUMBER OF SHARES PERCENT
OF COMMON STOCK OF
NAME OF BENEFICIAL OWNER BENEFICIALLY OWNED(1) CLASS(1)
------------------------ ---------------------- ---------
<S> <C> <C>
G. Thomas Bowers 5,200(2) 0.1%
Francis R. Bradley 0 -
Angelo J. Chiarella 56,931(3) 1.0
E. Lee Garelick 331,362(2) 5.5
Nancy D. Hessler 16,635(4) 0.3
Robert G. Klimasewski 96,675(5) 1.6
Cornelius J. Murphy 49,112(6) 0.8
Harvey J. Palmer 46,049(7) 0.8
Arthur M. Richardson 44,727(8) 0.7
Eric W. McInroy 134,203(9) 2.2
Barry F. Wharity 32,035(10) 0.5
All current directors and executive
officers as a group (11 persons) 768,527(11) 12.5
</TABLE>
2
<PAGE> 5
---------------
(1) As reported by such persons as of June 23, 2000 (except as otherwise stated
in the other footnotes to this table), with percentages based on 5,986,941
shares issued and outstanding except where the person has the right to
receive shares within the next 60 days (as indicated in the other footnotes
to this table), which would increase the number of shares owned by such
person and the number of shares outstanding.
(2) Includes 1,200 shares earned under the Directors' Stock Plan but not yet
issued.
(3) Includes 6,400 shares jointly owned by Mr. Chiarella and his wife,
presently exercisable warrants to purchase an aggregate of 9,000 shares,
and 1,400 shares earned under the Directors' Stock Plan but not yet issued.
(4) Includes 1,000 shares jointly owned by Ms. Hessler and her husband, a
presently exercisable warrant to purchase 1,000 shares, and 1,400 shares
earned under the Directors' Stock Plan but not yet issued.
(5) Includes presently exercisable options to purchase an aggregate of 53,000
shares.
(6) Includes presently exercisable warrants to purchase an aggregate of 9,000
shares, and 1,400 shares earned under the Directors' Stock Plan but not yet
issued.
(7) Includes presently exercisable warrants to purchase an aggregate of 9,000
shares, and 1,600 shares earned under the Directors' Stock Plan but not yet
issued.
(8) Includes presently exercisable warrants to purchase an aggregate of 9,000
shares, and 800 shares earned under the Directors' Stock Plan but not yet
issued.
(9) The amount shown is derived from Mr. McInroy's January 2000 Form 4
Statement of Changes in Beneficial Ownership. It includes presently
exercisable options to purchase an aggregate of 98,000 shares, and 800
shares that Mr. McInroy has the right to receive within the next 60 days.
See "EXECUTIVE COMPENSATION - EMPLOYMENT AND SEVERANCE AGREEMENTS" below.
(10) The amount shown is derived from Mr. Wharity's January 2000 Form 4
Statement of Changes in Beneficial Ownership.
(11) Includes presently exercisable options and warrants to purchase an
aggregate of 131,000 shares, and 9,000 shares earned under the Directors'
Stock Plan but not yet issued.
3
<PAGE> 6
ELECTION OF DIRECTORS
Three of the Company's eight current directors are to be elected by the
shareholders at the Meeting, each to hold office for a term expiring in 2003 or
until his successor is duly elected and qualifies.*
THE BOARD OF DIRECTORS RECOMMENDS THE ELECTION OF THE THREE NOMINEES NAMED
BELOW. Messrs. Bowers and Murphy are currently directors of the Company; Mr.
Bradley has been nominated for the first time. Unless authority to vote for one
or more of the nominees is specifically withheld according to the instructions,
proxies in the enclosed form will be voted FOR the election of each of the three
nominees named below. The votes represented by such proxies may be cumulated if
notice is given as described in "GENERAL INFORMATION" above.
The Board of Directors does not contemplate that any of the nominees will
be unable to serve as a director, but if that contingency should occur prior to
the voting of the proxies, the persons named in the enclosed proxy reserve the
right to vote for such substitute nominee or nominees as they, in their
discretion, shall determine.
PROPOSED FOR ELECTION AS DIRECTORS
AT THE 2000 ANNUAL MEETING
<TABLE>
<CAPTION>
DIRECTOR
NAME AND BACKGROUND SINCE
------------------- --------
<S> <C>
G. THOMAS BOWERS, age 56, was elected a director of the 1999
Company in December 1999. He has served as President and
Chief Executive Officer of Finger Lakes Financial Corp.
and its subsidiary, Savings Bank of the Finger Lakes, FSB,
Geneva, New York, since July 1995. He was President and
Chief Executive Officer of Citizens Savings Bank, FSB,
Ithaca, New York, from July 1992 until December 1994. Mr.
Bowers was employed by Columbia Banking Savings and Loan
Association, Rochester, New York, from 1987 until June
1992, serving as President and Chief Executive Officer
from April 1991 until June 1992. Mr. Bowers also serves on
the Board of Directors of Finger Lakes Financial Corp.
FRANCIS R. BRADLEY, age 54, will retire from E.I. du Pont de -
Nemours and Company, a global science and technology
company, in August 2000. From July 1999 to August 2000, he
was Business Manager of DuPont's GSB-Instrumentation
Center. Mr. Bradley first joined DuPont in 1968, and has
served there in various management positions for over 30
years.
CORNELIUS J. MURPHY, age 69, is Chairman of the Board of the 1991
Company and has served variously as Chairman of the Board,
Lead Director and Chairman of the Executive Committee of
the Board since January 1995. He has been Senior Vice
President in the Rochester, New York office of Goodrich
and Sherwood Company (human resources management
consulting) since 1990. For over 35 years prior to that,
he was employed by Eastman Kodak Company in various
executive positions, including Senior Vice President and a
Director in the office of the Chairman. Mr. Murphy also
serves on the Board of Directors of Rochester Gas and
Electric Corporation.
</TABLE>
---------------
* A vacancy currently exists in the class of directors whose term of office
expires in 2001. The Board of Directors intends to engage an individual having
appropriate talent, skills and experience to fill that vacancy; however, while
the Board's search for such a candidate is underway, it has not been
completed. When identified, that candidate will stand for election at the next
Annual Meeting of Shareholders, scheduled to be held in August 2001.
4
<PAGE> 7
DIRECTORS WHOSE TERMS DO NOT EXPIRE
AT THE 2000 ANNUAL MEETING
The following table sets forth certain information with respect to each
director of the Company whose term in office does not expire at the Meeting.
<TABLE>
<CAPTION>
DIRECTOR TERM
NAME AND BACKGROUND SINCE EXPIRES
------------------- -------- -------
<S> <C> <C>
ANGELO J. CHIARELLA, age 66, is Director of Planning for 1967 2002
F.J.F. Architects, Rochester, New York. From November 1997
until April 1999, he served as Vice President in the
Rochester, New York office of Arnold Industries, Inc.
(commercial real estate). From 1963 to November 1997, he
served as President and Chief Executive Officer of Midtown
Holdings Corp., Rochester, New York (commercial real
estate). Mr. Chiarella also serves on the Board of
Directors of Rochester Gas and Electric Corporation.
E. LEE GARELICK, age 65, is retired. From April 1996 until 1996 2002
March 1999, he was employed by the Company as a senior
executive. From June 1979 until April 1996, he was
President and part owner of Altek Industries Corp.,
Rochester, New York (manufacturer of calibration
instrumentation), which was acquired by the Company in
April 1996.
NANCY D. HESSLER, age 54, has been Senior Manager of Human 1997 2001
Resources of Nortel Networks Corp., Network Information
Services Group, Rochester, New York (telecommunications
systems) since October 1998. From May 1996 until September
1998, she was Group Manager of Human Resources for
Rochester Gas and Electric Corporation, Rochester, New
York (public utility). From 1991 until May 1996, Ms.
Hessler served as Human Resource Manager of the Advanced
Imaging Business Unit and as Manager of Sourcing for the
General Services Division of Xerox Corporation.
ROBERT G. KLIMASEWSKI, age 57, has served as President and 1982 2001
Chief Executive Officer of the Company since December
1999. He served as Chairman of the Board of the Company
from April 1998 until December 1999, and as President and
Chief Executive Officer of the Company from June 1994
until April 1998. Mr. Klimasewski is also Vice Chairman of
Burleigh Instruments, Inc., Rochester, New York
(manufacturer of laser instrumentation and
micropositioning equipment), which he founded in 1972. He
also serves on the Board of Directors of Laser Power
Corporation.
DR. HARVEY J. PALMER, age 54, is Professor and Dean of the 1987 2002
Kate Gleason College of Engineering at the Rochester
Institute of Technology, Rochester, New York. Prior to
that appointment, he was a Professor of Chemical
Engineering at the University of Rochester from 1971
through June 2000, where he also held positions of
Department Chair and Associate Dean of Graduate Studies.
</TABLE>
BOARD MEETINGS AND COMMITTEES OF THE BOARD
The Board of Directors held eight meetings during the fiscal year ended
March 31, 2000 ("Fiscal 2000"). Each director attended at least 75% of the total
of such Board meetings and meetings of Board Committees on which he or she
served.
The Board of Directors has established, among other Committees, an Audit
Committee, a Compensation, Benefits and Stock Options Committee, and a Committee
on Directors, which serves as the nominating committee of the Board.
The current members of the Audit Committee are Arthur M. Richardson
(Chair), Mr. Chiarella and Dr. Palmer. The Committee reviews with
PricewaterhouseCoopers LLP, the Company's independent auditors, the Company's
financial statements and internal accounting procedures, PricewaterhouseCoopers
LLP's auditing
5
<PAGE> 8
procedures and fees, and the possible effects of professional services upon the
independence of PricewaterhouseCoopers LLP. The Committee held three meetings
during Fiscal 2000.
The current members of the Compensation, Benefits and Stock Options
Committee are Mr. Chiarella (Chair), Mr. Bowers, Mr. Garelick, Ms. Hessler, Mr.
Murphy, Dr. Palmer and Arthur M. Richardson. The Committee makes recommendations
to the Board with respect to compensation and benefits paid to the Company's
management and acts as the Stock Option Committee of the Board (see "EXECUTIVE
COMPENSATION" below). The Compensation, Benefits and Stock Options Committee
held six meetings during Fiscal 2000.
The current members of the Committee on Directors are Mr. Murphy (Chair),
Ms. Hessler and Mr. Klimasewski. The Committee on Directors is charged with
improving the training and performance of the Company's directors, as well as
making nominations to the Board. It also considers and establishes procedures
regarding nominations to the Board submitted by shareholders. The Committee held
two meetings during Fiscal 2000. Shareholder recommendations for nomination to
the Board should be sent to the Company, to the attention of the Chairman of the
Board.
DIRECTORS' COMPENSATION
The Directors' Stock Plan provides for automatic, non-discretionary awards
of shares of Common Stock, in lieu of cash directors' fees, to each non-employee
director who elects to participate, at the rates of (i) a retainer of 2,000
shares of Common Stock for each full year during which he or she serves as a
director (or, if fewer, shares having an aggregate market value of $10,000),
(ii) 400 shares of Common Stock for each meeting of the Board that he or she
attends (or, if fewer, shares having an aggregate market value of $1,500), and
(iii) 200 shares of Common Stock for each meeting of a Committee of the Board
that he or she attends (or, if fewer, shares having an aggregate market value of
$750). Except in certain defined instances, attendance at meetings by telephone
does not qualify for such awards. A maximum of 200,000 shares of Common Stock is
available for awards under the Directors' Stock Plan.
During Fiscal 2000, Mr. Bowers, Mr. Chiarella, Mr. Garelick, Ms. Hessler,
Mr. Murphy, Dr. Palmer and Arthur M. Richardson elected to participate in the
Directors' Stock Plan, and an aggregate of 38,973 shares of Common Stock were so
issued to them.
During Fiscal 2000, the Company also paid to Mr. Murphy $17,500 in cash and
a bonus award of 870 shares of Common Stock (having a market value of $2,500 on
the date of the award) for his additional services during the prior year as Lead
Director of the Company.
Directors who are also employees of the Company (currently, only Mr.
Klimasewski) are paid no compensation for their services as directors.
DIRECTORS' WARRANT GRANTS AND EXERCISES
Pursuant to the Company's Amended and Restated Directors' Warrant Plan,
during Fiscal 2000 each then current non-employee director of the Company (Mr.
Chiarella, Mr. Garelick, Ms. Hessler, Mr. Murphy, Dr. Palmer and Arthur M.
Richardson) received an automatic, non-discretionary grant of a warrant,
expiring on August 17, 2004, to purchase 4,000 shares of Common Stock at an
exercise price of $3.0625 per share (the market price of the Common Stock on the
grant date). Each warrant becomes exercisable in 1,000-share increments on
specified dates provided that the market price of the Common Stock reaches and
maintains certain specified levels; in any event, each warrant vests and becomes
exercisable no later than August 18, 2003. None of such warrants is transferable
except by will or intestacy, and during the director's lifetime they are
exercisable only by the director. Unexercised warrants lapse 90 days after the
date a director ceases to be a director of the Company.
No warrants were exercised during Fiscal 2000.
6
<PAGE> 9
EXECUTIVE OFFICERS
The Company is currently served by four executive officers, who are elected
annually by the Board of Directors and serve until their successors are elected
and qualify:
ROBERT G. KLIMASEWSKI, age 57, is President and Chief Executive Officer of
the Company. Further information about Mr. Klimasewski is set forth under
"ELECTION OF DIRECTORS" above.
NEIL A. MCCAW, age 32, has served as the Company's President of
Distribution Products since February 2000. Mr. McCaw has been employed by the
Company since June 1990 in various positions, including during the past three
years, General Manager of Customer Service, Director of Transcat's Measurement &
Control Division, and Director of Transcat's e-commerce initiative,
MetersandInstruments.com.
JOHN A. MISIASZEK, age 52, is Vice President-Finance of the Company, a
position he has held since 1982. Mr. Misiaszek, a certified public accountant
who has been with the Company since 1975, has also served as Secretary and
Treasurer of the Company for more than the past five years.
ALAN R. SARTAIN, age 39, has served as the Company's President of
Calibration Services since February 2000. From 1996 to 1999, he served as Vice
President of Marketing and Sales for the Lab and Distributor Channel of the
North American Vision Care Division of Bausch & Lomb, Inc. (healthcare eye
products). Including his most recent position, Mr. Sartain was employed by
Bausch & Lomb for over 17 years in numerous marketing and sales positions.
EXECUTIVE COMPENSATION
Shown on the table below is information on the annual and long-term
compensation for services rendered to the Company in all capacities, for the
fiscal years ended March 31, 2000, 1999 and 1998, paid by the Company to both
persons who served as Chief Executive Officer during Fiscal 2000, and a former
executive officer who would have been among the Company's four most highly
compensated executive officers if he had remained an executive officer until
March 31, 2000 (collectively, the "Named Executives"). None of the Company's
other executive officers at March 31, 2000 had total annual salary and bonus in
excess of $100,000.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
ANNUAL COMPENSATION LONG TERM
------------------------------------- COMPENSATION
BONUS OR OTHER ------------
PERFORMANCE ANNUAL OPTION ALL OTHER
NAME AND FISCAL SALARY AWARD COMPENSATION GRANTS COMPENSATION
PRINCIPAL POSITION YEAR ($)(1) ($)(1) ($)(2) (#) ($)(1)(3)
------------------ ------ -------- ----------- ------------ ------ ------------
<S> <C> <C> <C> <C> <C> <C>
ROBERT G. KLIMASEWSKI 2000 $199,519 0 0 200,000 0
President and Chief 1999 175,000 $50,000 0 20,000 0
Executive Officer(4) 1998 235,000 0 0 52,000 0
ERIC W. MCINROY 2000 $279,795 0 0 0 $281,931(6)
President and Chief 1999 210,000 $50,000 0 35,000 5,103
Executive Officer(5) 1998 170,000 0 0 52,000 0
BARRY F. WHARITY 2000 $167,411 0 0 0 $184,573(8)
President, Transcat 1999 150,000 0 0 75,000 5,029
Division(7)
</TABLE>
---------------
(1) The amounts shown include cash compensation earned during the fiscal year
indicated (whether paid during or subsequent to that year) as well as cash
compensation deferred at the election of the Named Executive into the
Company's Long Term Savings and Deferred Profit Sharing Plan (the "401(k)
Plan").
(2) Does not include the value of perquisites and other personal benefits
because the aggregate amount of such compensation for any year does not
exceed 10% of the total amount of annual salary and bonus for any Named
Executive.
7
<PAGE> 10
(3) The amounts shown reflect (i) the Company's contributions to the 401(k)
Plan, and (ii) the other compensation described in footnotes (6) and (8) to
this table.
(4) Mr. Klimasewski became President and Chief Executive Officer on December 7,
1999. Prior to that in Fiscal 2000, and during all of Fiscal 1999, he served
instead as Chairman of the Board of the Company. He served as President and
Chief Executive Officer during Fiscal 1998.
(5) On December 7, 1999, Mr. McInroy was removed by the Board of Directors as
President and Chief Executive Officer, a position he had held since the
beginning of Fiscal 1999. During Fiscal 1998, he served as Executive Vice
President and Chief Operating Officer.
(6) The amount shown reflects: (i) a Company contribution to the 401(k) Plan of
$3,456; (ii) payments in lieu of severance of $267,680; (iii) out-placement
services of $5,000; (iv) the market value, as of the date of each award, of
an aggregate of 800 shares of Common Stock awarded to Mr. McInroy pursuant
to a consulting agreement with the Company; and (v) $3,145 paid by the
Company pursuant to such consulting agreement under the Company's health
insurance, dental insurance and flexible spending account plans. See
"EXECUTIVE COMPENSATION - EMPLOYMENT AND SEVERANCE AGREEMENTS" below.
(7) Mr. Wharity was removed as an executive officer of the Company in February
2000. He had first become an executive officer in Fiscal 1999.
(8) The amount shown reflects: (i) a Company contribution to the 401(k) Plan of
$5,073; and (ii) severance payments of $179,500. See "EXECUTIVE
COMPENSATION - EMPLOYMENT AND SEVERANCE AGREEMENTS" below.
STOCK OPTIONS
Shown below is further information on grants of stock options, under the
Amended and Restated 1993 Stock Option Plan (the "Option Plan"), during Fiscal
2000 to the Named Executives. The Company has no provision for stock
appreciation rights.
OPTION GRANTS IN FISCAL 2000
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
---------------------------------------------------
PERCENT OF
TOTAL POTENTIAL REALIZABLE VALUE
OPTIONS AT ASSUMED ANNUAL RATES
GRANTED TO OF STOCK PRICE APPRECIATION
EMPLOYEES EXERCISE FOR OPTION TERM (1)
OPTIONS IN FISCAL PRICE EXPIRATION ----------------------------
NAME GRANTED (#) YEAR ($/SH) DATE 5% ($) 10% ($)
---- ----------- ---------- -------- ---------- ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
Robert G. Klimasewski 200,000 57.7% $2.4062 12/16/04 $132,967 $293,797
Eric W. McInroy 0 - - - - -
Barry F. Wharity 0 - - - - -
</TABLE>
---------------
(1) The dollar amounts in these columns are the result of calculations of
potential realizable value at the 5% and 10% rates set by the Securities and
Exchange Commission (the "SEC") and are not intended to forecast future
appreciation of the Common Stock. There can be no assurance that the Common
Stock will perform at the assumed annual rates shown in the table. The
Company will neither make nor endorse any predictions as to future stock
performance. As an alternative to the assumed potential realizable values
stated in the 5% and 10% columns, SEC rules would permit stating the present
value of such options at the date of grant. Methods of computing present
value suggested by different authorities can produce significantly different
results. Moreover, since stock options granted by the Company are not
transferable, there are no objective criteria by which any computation of
present value can be verified. Consequently, the Company has not chosen this
alternative for purposes of the table.
8
<PAGE> 11
Shown below is information with respect to (i) options exercised by the
Named Executives during Fiscal 2000 and (ii) unexercised options held by the
Named Executives at the end of Fiscal 2000.
AGGREGATED OPTION EXERCISES IN FISCAL 2000 AND
FISCAL YEAR-END OPTION VALUES*
<TABLE>
<CAPTION>
VALUE OF ALL UNEXERCISED
UNEXERCISED OPTIONS HELD IN-THE-MONEY OPTIONS AT
SHARES VALUE AT FY-END (#) FY-END ($)(2)
ACQUIRED ON REALIZED ---------------------------- ----------------------------
NAME EXERCISE (#) ($)(1) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- ------------ -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Robert G. Klimasewski - - 53,000 379,000 - $118,760
Eric W. McInroy 7,500 $4,688 98,000 149,000 - -
Barry F. Wharity 6,000 $6,000 37,500 137,500 - -
</TABLE>
---------------
* Numbers of shares and per share prices have been retroactively adjusted to
give effect to a 2-for-1 stock split in the form of a stock dividend paid in
July 1997.
(1) Expressed as the excess of the market value of the Common Stock on the date
of exercise over the exercise price of the option.
(2) Expressed as the excess of the market value of the Common Stock at fiscal
year-end ($3.00 per share) over the exercise price of each option. Most of
such options have exercise prices in excess of $3.00 per share.
EMPLOYMENT AND SEVERANCE AGREEMENTS
The provisions of the Company's employment agreements with Robert G.
Klimasewski and Eric W. McInroy covering Fiscal 2000 are described in "EXECUTIVE
COMPENSATION - REPORT OF THE COMPENSATION, BENEFITS AND STOCK OPTIONS COMMITTEE
WITH RESPECT TO EXECUTIVE COMPENSATION - CHIEF EXECUTIVE OFFICER COMPENSATION"
below.
In connection with the Board of Directors' removal of Mr. McInroy as
President and Chief Executive Officer in December 1999, the Company entered into
a settlement agreement with him providing for: (i) the termination of his
employment agreement with the Company and his resignation from the Boards of
Directors and all officerships of the Company and its subsidiaries; (ii) his
release of the Company from all claims relating to his removal; (iii) the
immediate payment to him, in lieu of severance, of $110,180; (iv) the further
payment to him of $157,500 in three equal installments in April 2000, July 2000
and January 2001; (v) the provision of up to $5,000 in third-party outplacement
services; and (vi) the execution of an employed consultant agreement between him
and the Company.
Such employed consultant agreement with Mr. McInroy provides for: (i) his
retention as a part-time consultant to the President and Chief Executive Officer
until October 31, 2002; (ii) his agreement not to compete with the Company prior
to October 31, 2002; (iii) his participation in certain employee benefits to the
extent that part-time employees are entitled to participate; and (iv) the award
to him of shares of Common Stock as follows: (a) 400 shares (or, if fewer,
shares having an aggregate market value of $1,500) for each meeting of the Board
of Directors held between January 24, 2000 and August 21, 2001; (b) 1,777 shares
(or, if fewer, shares having an aggregate market value of $6,667) on August 15,
2000; and (c) 2,666 shares (or, if fewer, shares having an aggregate market
value of $10,000) on August 21, 2001. Mr. McInroy resigned from the Board of
Directors in January 2000 and does not attend any of its meetings.
In connection with the removal of Barry F. Wharity as President of the
Transcat Division in February 2000, the Company entered into an agreement with
him providing for: (i) the payment to him of $179,500; (ii) his release of the
Company from all claims relating to his removal; and (iii) his agreement not to
compete with the Company for one year.
9
<PAGE> 12
REPORT OF THE COMPENSATION, BENEFITS AND STOCK OPTIONS COMMITTEE
WITH RESPECT TO EXECUTIVE COMPENSATION
The following report of the Compensation, Benefits and Stock Options
Committee (the "Committee") shall not be deemed incorporated by reference by any
statement which incorporates this proxy statement by reference into any filing
under the Securities Act of 1933, as amended (the "Securities Act"), or the
Securities Exchange Act of 1934, as amended (the "Exchange Act") (except to the
extent that the Company specifically incorporates this information by
reference), nor shall it otherwise be deemed filed under either such Act.
The following discussion applies to the compensation of all of the
Company's senior executives, including Robert G. Klimasewski and Eric W.
McInroy, the Chief Executive Officers during Fiscal 2000, except to the extent
that certain elements of Messrs. Klimasewski's and McInroy's compensation were
fixed pursuant to contract with the Company (see "CHIEF EXECUTIVE OFFICER
COMPENSATION" later in this Report).
EXECUTIVE COMPENSATION PHILOSOPHY. The goals of the Company's executive
compensation program are to align compensation with business objectives and
performance, and to enable the Company to attract, retain and reward executives
who contribute to the short-term and long-term success of the Company and each
of its operating divisions and contribute to increasing shareholder value. The
Company attempts to compensate its executives competitively. To ensure that
compensation is competitive, the Company periodically compares its compensation
practices with those of comparable companies and adjusts its compensation
parameters based on this review. More importantly, the Company's executive
compensation program is intended to compensate sustained performance. Executives
are rewarded based upon corporate performance, divisional performance and
individual performance. Corporate performance and divisional performance are
evaluated by reviewing the extent to which strategic and business plan goals are
met, including such factors as operating profit and performance relative to
benchmarks. Individual performance is evaluated by reviewing organizational and
management development progress against set objectives and goals. The primary
criteria for the awarding of incentive compensation are as follows:
- Company-wide profitability in excess of an annually predetermined amount
is generally a prerequisite to the payment of any incentive compensation,
so that every executive is motivated to achieve profitability for the
entire Company.
- Incentive compensation is measured by the Company's and each operating
division's success in meeting key line items in the Company's budget,
particularly profits.
- Divisional success for purposes of incentive compensation is measured by
sales, gross margin and divisional profitability.
- Leadership is rewarded, as is the extent to which an individual sets,
meets and exceeds goals that are beneficial to the Company's long-term
success.
- Controlling expenses, as measured against budget, is rewarded.
Annually, the Committee reviews with the Chief Executive Officer and
approves, with any modifications it deems appropriate, an annual salary plan for
the executives other than the Chief Executive Officer (whose salary is
customarily fixed by contract). This salary plan is developed under the ultimate
direction of the Chief Executive Officer based on industry peer group
information and performance judgments as to the past and expected future
contributions of each executive.
Prior to the start of each fiscal year, the Chief Executive Officer sets
individualized objectives and key goals for each of the Company's executives in
keeping with the criteria set forth above. During each fiscal year, the Chief
Executive Officer gives executives ongoing feedback on performance. After the
end of the fiscal year, the Chief Executive Officer evaluates each executive's
accomplishment of objectives and attainment of key goals and provides summaries
of performance appraisals to the Committee along with recommendations on salary,
bonuses and stock options. The performance appraisals and recommendations are
considered by the Committee in deciding whether to grant performance awards and
in establishing the base salary for executives for the next fiscal year. Similar
objective-setting, feedback and evaluation with respect to the Chief Executive
Officer's performance are provided by the Chairman of the Board.
10
<PAGE> 13
EXECUTIVE COMPENSATION PROGRAM. The Company's executive compensation
program is structured to attract and retain key executives capable of improving
products and services, promoting technological innovation, fostering teamwork,
motivating employees and accomplishing and integrating acquisitions, all with
the ultimate goal of improving profitability and enhancing shareholder value.
The annual compensation paid to executives consists of a base salary, cash
bonuses and, in some circumstances, performance awards and stock bonuses.
Salaries are reviewed by the Committee at least annually, and may be changed
based on (i) information derived from the evaluation procedures described above
and a determination that an individual's contributions to the Company have
increased or decreased, (ii) changes in competitive compensation levels, and/or
(iii) changes in the Company's business prospects.
The Company's Annual Executive Bonus Plan, which is formulated and approved
annually by the Committee, provides for the payment of cash bonuses. Under this
Plan, the Company must first make a profit at a level determined annually by the
Committee before any bonuses are paid to executives. Once that threshold is
reached, a bonus pool is established from which a participating executive
receives a bonus at a predetermined percentage of the pool, subject to a
reduction of up to 25% at the discretion of the Chief Executive Officer. Because
the Company did not achieve a profit in Fiscal 2000, no cash bonuses were paid
to any executives for Fiscal 2000.
In addition, performance awards may be granted by the Committee in the case
of unique performance contributing to the Company's long-term success. No such
awards were paid during Fiscal 2000.
Long-term incentives are intended to be provided through the grant of stock
options under the Option Plan. The Committee views stock options as a means of
aligning the long range interests of all employees, including executives, with
those of the shareholders by providing them with the opportunity to build a
meaningful stake in the Company. On occasion, the Company also grants options to
employees pursuant to agreements not covered by the Option Plan. During Fiscal
2000, the Committee granted to an aggregate of 114 employees, at all levels of
employment, options to purchase an aggregate of 346,540 shares of Common Stock,
including options to purchase an aggregate of 280,000 shares granted to current
executive officers Robert G. Klimasewski, Neil A. McCaw and Alan R. Sartain. See
"EXECUTIVE OFFICERS" and "EXECUTIVE COMPENSATION - STOCK OPTIONS" above.
Executives and other employees are also entitled to participate in the
Company's Long-Term Savings and Deferred Profit Sharing Plan, a 401(k) plan.
CHIEF EXECUTIVE OFFICER COMPENSATION
Eric W. McInroy served as the Company's President and Chief Executive
Officer during Fiscal 2000 until December 7, 1999, when he was removed from
office by the Board of Directors. During the time he served as President and
Chief Executive Officer, Mr. McInroy was compensated pursuant to an employment
agreement providing for an annual salary of $210,000, an annual cash bonus under
the Company's Annual Executive Bonus Plan, and certain other benefits that are
provided to the Company's other senior executives. However, no bonus was payable
to any executive, including Mr. McInroy, under the Annual Executive Bonus Plan
for Fiscal 2000. Mr. McInroy's employment agreement provided for severance if
the Company were to terminate the agreement without cause (as defined therein),
in an amount equal to the total compensation (including bonuses, benefits and
other compensation, if any) payable to him during the 12 months immediately
preceding the termination date; however, this employment agreement was
terminated and superseded by the agreements described under "EXECUTIVE
COMPENSATION - EMPLOYMENT AND SEVERANCE AGREEMENTS" above. Mr. McInroy's
employment agreement also prohibited him from engaging, during its term, in any
business that is in competition with the Company, and required him indefinitely
to keep confidential the Company's trade secrets.
Based on its study and review of comparable companies, the Committee
believed that Mr. McInroy's employment agreement fixed his total compensation
for Fiscal 2000 at a level that was commensurate with amounts paid to other
chief executive officers with comparable qualifications, experience,
responsibilities and recent results at similarly positioned companies. It was
approved by the Board of Directors on the Committee's recommendation, reflecting
the Committee's assessment of Mr. McInroy's prior year's performance as the
11
<PAGE> 14
Company's Chief Executive Officer. On the Committee's recommendation reflecting
its assessment of the Company's Fiscal 2000 performance, Mr. McInroy was removed
by the Board of Directors as President and Chief Executive Officer on December
7, 1999.
Effective December 7, 1999, Robert G. Klimasewski was reelected as
President and Chief Executive Officer of the Company, the position he had held
prior to Mr. McInroy's tenure. At that time, Mr. Klimasewski and the Company
entered into an employment agreement, expiring March 31, 2000, providing for an
annual salary of $250,000, an annual cash bonus under the Company's Annual
Executive Bonus Plan, and certain other benefits that are provided to the
Company's other senior executives. However, no bonus was payable to any
executive, including Mr. Klimasewski, under the Annual Executive Bonus Plan for
Fiscal 2000. On December 17, 1999, Mr. Klimasewski was also granted an option to
purchase 200,000 shares of Common Stock. See "EXECUTIVE COMPENSATION - STOCK
OPTIONS" above. If the Company were to terminate the employment agreement
without cause (as defined therein), Mr. Klimasewski would have been entitled to
severance in an amount equal to the total compensation (including bonuses,
benefits and other compensation, if any) payable to him during the 12 months
immediately preceding the termination date. Mr. Klimasewski's employment
agreement prohibited him from engaging, during its term, in any business that is
in competition with the Company, and required him indefinitely to keep
confidential the Company's trade secrets. The Committee and Mr. Klimasewski are
in the process of negotiating an employment agreement for the current fiscal
year.
Based on its study and review of comparable companies, the Committee
believes that Mr. Klimasewski's employment agreement fixed his total
compensation for Fiscal 2000 at a level that was commensurate with amounts paid
to other chief executive officers with comparable qualifications, experience,
responsibilities and prior results at similarly positioned companies. It was
approved by the Board of Directors on the Committee's recommendation, reflecting
the Committee's assessment of Mr. Klimasewski's performance from June 1994 until
April 1998 as the Company's Chief Executive Officer, and his proven ability and
dedication to provide the leadership and vision necessary to return the Company
to profitability and enhance the long-term value of the Company.
COMPENSATION, BENEFITS AND STOCK
OPTIONS COMMITTEE
Angelo J. Chiarella, Chair
G. Thomas Bowers*
E. Lee Garelick
Nancy D. Hessler
Cornelius J. Murphy
Harvey J. Palmer
Arthur M. Richardson
INSIDER PARTICIPATION IN COMPENSATION, BENEFITS AND STOCK OPTIONS COMMITTEE
The Chief Executive Officer consults with the Committee. He participates in
discussions of the Committee and makes recommendations to it, but he does not
vote or otherwise participate in the Committee's ultimate determinations. The
Board of Directors believes that it is wise and prudent to have the Chief
Executive Officer so participate in the operations of the Committee because his
evaluations and recommendations with respect to the compensation and benefits
paid to executives other than himself are extremely valuable to the Committee.
However, the Chief Executive Officer neither participates nor is otherwise
involved in the deliberations of the Committee with respect to his own
compensation and benefits.
---------------
* Mr. Bowers did not join the Board of Directors or the Committee until
December 1, 1999.
12
<PAGE> 15
STOCK PRICE PERFORMANCE GRAPH
The following graph sets forth a comparison of the cumulative total
shareholder return on the Common Stock during the five-year period ended March
31, 2000 (based on the market price thereof and taking into account the 2-for-1
stock split in the form of a stock dividend paid by the Company in July 1997),
with the cumulative total return of companies on the Standard & Poor's 500 Index
and the Standard & Poor's Technology 500 Index.
INDEXED RETURNS
<TABLE>
<CAPTION>
TRANSMATION INC. S&P 500 INDEX TECHNOLOGY-500
---------------- ------------- --------------
<S> <C> <C> <C>
Base Period|Mar95 100.00 100.00 100.00
Mar96 120.03 132.10 135.01
Mar97 263.55 158.29 182.52
Mar98 308.25 234.27 275.84
Mar99 112.95 277.51 442.48
Mar00 112.95 327.30 783.40
</TABLE>
ASSUMES $100 INVESTED ON MARCH 31, 1995 IN THE COMPANY'S COMMON STOCK, THE
COMPANIES COMPRISING THE STANDARD & POOR'S 500 INDEX AND THE COMPANIES
COMPRISING THE STANDARD & POOR'S TECHNOLOGY 500 INDEX.
There can be no assurance that the Company's stock performance will
continue into the future with the same or similar trends depicted in the graph
above. The Company will neither make nor endorse any predictions as to future
stock performance.
The Stock Price Performance Graph above shall not be deemed incorporated by
reference by any general statement incorporating by reference this proxy
statement into any filing under the Securities Act or the Exchange Act, except
to the extent that the Company specifically incorporates this information by
reference, and shall not otherwise be deemed filed under either such Act.
RELATED TRANSACTIONS
In 1996 the Company acquired Altek Industries Corp. ("Altek") from E. Lee
Garelick (now a director of the Company) and James N. Wurtz. Pursuant to the
stock purchase agreement providing for the acquisition: (i) until April 3, 2006,
Mr. Garelick has "piggy-back" registration rights with respect to his shares of
Common Stock, subject to certain conditions; and (ii) subject to the prior
consent of the Company's lender, the Company has the right of first refusal to
purchase, at an average market price, shares of Common Stock which Mr. Garelick
proposes to dispose of (other than in certain transactions).
13
<PAGE> 16
Until December 1999, Altek leased certain business premises from a
corporation owned by the adult children of Mr. Garelick and Mr. Wurtz. During
Fiscal 2000, Altek paid the lessor a rental of $45,627, which the Company
believes was a market rental rate. The lease expired in December 1999.
See also "EXECUTIVE COMPENSATION - EMPLOYMENT AND SEVERANCE AGREEMENTS"
above.
SELECTION OF INDEPENDENT AUDITORS
The firm of PricewaterhouseCoopers LLP, certified public accountants,
served as the independent auditors of the Company for Fiscal 2000. In addition
to the audit of the Fiscal 2000 financial statements, the Company engaged
PricewaterhouseCoopers LLP to perform certain services for which it was paid
professional fees. The Audit Committee of the Board of Directors considered the
possible effect of such professional services on the independence of
PricewaterhouseCoopers LLP and approved such services prior to their being
rendered.
The Board of Directors has selected PricewaterhouseCoopers LLP as the
Company's independent auditors for the fiscal year ending March 31, 2001. This
selection will be presented to the shareholders for their approval at the
Meeting. THE BOARD OF DIRECTORS RECOMMENDS A VOTE IN FAVOR OF THE PROPOSAL to
approve and ratify this selection, and the persons named in the enclosed proxy
(unless otherwise instructed therein) will vote such proxies FOR this proposal.
If the shareholders do not approve this selection, the Board of Directors will
reconsider its choice.
The Company has been advised by PricewaterhouseCoopers LLP that a
representative will be present at the Meeting and will be available to respond
to appropriate questions. In addition, the Company intends to give such
representative an opportunity to make any statements if he or she should so
desire.
SHAREHOLDER PROPOSALS FOR 2001 ANNUAL MEETING
In order for any shareholder proposal to be included in the Company's proxy
statement to be issued in connection with the 2001 Annual Meeting of
Shareholders, the Company must receive such proposal at its principal executive
office (Transmation, Inc., 10 Vantage Point Drive, Rochester, New York 14624,
Attention: John A. Misiaszek, Secretary) no later than March 10, 2001. If such
proposal is in compliance with all of the requirements of Rule 14a-8 under the
Exchange Act, it will be included in the proxy statement and set forth on the
form of proxy issued for such Annual Meeting. Shareholder proposals that are not
submitted for inclusion in the Company's proxy materials pursuant to Rule 14a-8
under the Exchange Act may be brought before the 2001 Annual Meeting of
Stockholders if notice thereof is received by the Company, as described
immediately above, no later than May 24, 2001.
OTHER MATTERS
As of the date hereof, the Board of Directors does not know of any other
matters that are to be presented for action at the Meeting. Should any other
matter come before the Meeting, however, the persons named in the enclosed proxy
will have discretionary authority to vote all proxies with respect to such
matter in accordance with their judgment.
BY ORDER OF THE BOARD OF DIRECTORS
John A. Misiaszek
Secretary
Dated: July 7, 2000
14
<PAGE> 17
DETACH CARD
--------------------------------------------------------------------------------
TRANSMATION, INC.
P The undersigned hereby appoints ROBERT G. KLIMASEWSKI and
R JOHN A. MISIASZEK, and each of them, proxies for the
O undersigned with full power of substitution, to vote all shares
X of the Common Stock of TRANSMATION, INC. (the "Company") owned
Y by the undersigned at the Annual Meeting of Shareholders to be
held at the Hutchison House, 930 East Avenue, Rochester, New
York, on Tuesday, August 15, 2000 at 12:00 noon, local time,
and at any adjournment or adjournments thereof, reserving to
such proxies the right to vote such shares cumulatively to
elect the maximum number of nominees:
1. Election of Directors.
[ ] FOR all nominees listed below (except as marked to the
contrary).
[ ] WITHHOLD AUTHORITY to vote for all nominees listed below.
INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL
NOMINEE, STRIKE A LINE THROUGH THE NOMINEE'S NAME LISTED BELOW.
G. Thomas Bowers Francis R. Bradley Cornelius J. Murphy
2. Proposal to approve and ratify the selection of
PricewaterhouseCoopers LLP as the Company's independent
auditors for the fiscal year ending March 31, 2001.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
3. In their discretion, the proxies are authorized to vote upon
such other business as may properly come before the Meeting.
(Continued and TO BE SIGNED on reverse side)
<PAGE> 18
DETACH CARD
--------------------------------------------------------------------------------
(continued from other side)
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
THE COMPANY. This Proxy will be voted as specified by the
undersigned. This proxy revokes any prior proxy given by the
undersigned. UNLESS AUTHORITY TO VOTE FOR ONE OR MORE OF THE
NOMINEES IS SPECIFICALLY WITHHELD ACCORDING TO THE
INSTRUCTIONS, A SIGNED PROXY WILL BE VOTED FOR THE ELECTION OF
THE NOMINEES FOR DIRECTORS AND, UNLESS OTHERWISE SPECIFIED, FOR
THE OTHER PROPOSAL LISTED HEREIN AND DESCRIBED IN THE
ACCOMPANYING PROXY STATEMENT. The undersigned acknowledges
receipt with this Proxy of a copy of the Notice of Annual
Meeting and Proxy Statement dated July 7, 2000, describing more
fully the proposals set forth herein.
Dated: , 2000
-------------
--------------------------
--------------------------
Signature(s) of
shareholder(s)
Please date and sign name
exactly as it appears
hereon. Executors,
administrators, trustees,
etc. should so indicate
when signing. If the
shareholder is a
corporation, the full
corporate name should be
inserted and the proxy
signed by an officer of
the corporation,
indicating his title.
