SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
[X] Filed by Registrant
[X] Definitive Proxy Statement
TRANSNET CORPORATION
--------------------
(Name of Registrant as Specified in its Charter)
Payment of Filing Fee
[X] No fee required.
Date Filed: March 1, 1999
-------------
<PAGE>
TRANSNET CORPORATION
45 Columbia Road
Somerville, New Jersey 08876
(908) 253-0500
- --------------------------------------------------------------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held on March 26, 1999
- --------------------------------------------------------------------------------
The Annual Meeting of Stockholders of TransNet Corporation (the "Company" or
"TransNet") will be held at the offices of the Company, 45 Columbia Road,
Branchburg, New Jersey 08876 on Friday, March 26, 1999 at 10:00 A.M. local time,
for the purposes of considering and acting upon the following matters:
1. Election of directors for the ensuing year (Proposal One).
2. Such other business as shall properly come before the meeting or any
adjournment thereof.
The close of business on February 19, 1999, has been fixed as the record date
for determining the stockholders of the Company who shall be entitled to notice
of, and to vote at the meeting or any adjournment thereof.
The Board of Directors wants as many stockholders as possible to be represented
in person or by proxy at the Annual Meeting. Consequently, we ask that you sign
and return the enclosed Proxy, whether or not you plan to attend the meeting.
Please take the time to vote by completing and mailing the enclosed proxy card
to us. If you sign, date and mail your card without indicating how you want to
vote, your proxy will be counted as a vote for all nominees. Even after you
return the Proxy, you still have the power to revoke the Proxy at any time
before it is voted, and the giving of a Proxy will not affect your right to vote
in person if you attend the Annual Meeting.
By Order of the Board of Directors
Steven J. Wilk
President
Branchburg, New Jersey
February 26, 1999
IMPORTANT NOTE
WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE MARK, SIGN AND DATE THE
ENCLOSED PROXY CARD AND RETURN IT AS PROMPTLY AS POSSIBLE IN THE ENCLOSED
PRE-ADDRESSED ENVELOPE. No postage is required if mailed in the United States.
This will ensure the presence of a quorum at the meeting and save the Company
the expense and extra work of additional solicitation. Sending your Proxy Card
will not prevent you from attending the meeting, revoking your proxy and voting
your stock in person.
<PAGE>
TransNet Corporation
45 Columbia Road
Somerville, New Jersey 08876
(908) 253-0500
- --------------------------------------------------------------------------------
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
MARCH 26, 1999
- --------------------------------------------------------------------------------
This Proxy Statement of TransNet Corporation, a Delaware corporation
("TransNet" or the "Company") is sent in connection with the solicitation of
proxies on behalf of the Board of Directors of the Company to be used at the
Annual Meeting of Stockholders to be held on Friday, March 26, 1999 at the
offices of TransNet, 45 Columbia Road, Branchburg, New Jersey 08876 at 10:00
A.M., local time.
The approximate date that this Proxy Statement and the enclosed proxy are
first being sent to stockholders is February 26, 1999. Stockholders are
encouraged to review the information provided herein in conjunction with the
Company's Annual Report to Shareholders for the year ended June 30, 1998, a copy
of which accompanies this Proxy Statement.
All proxies which are properly filled in, signed and returned to the
Company prior to or at the Annual Meeting will be voted in accordance with the
instructions thereon. Such proxies may be revoked by any stockholder giving the
same prior to the exercise thereof by: (a) written notice delivered to the
Company's principal offices prior to the commencement of the Annual Meeting, (b)
providing a signed proxy bearing a later date, or (c) appearing in person and
voting at the Annual Meeting. The Board of Directors has fixed the close of
business on February 19, 1999 as the record date for the determination of
stockholders who are entitled to notice of, and to vote at the meeting or any
adjournment thereof.
The expenses of preparing, assembling, printing and mailing the form of
proxy and the material used in solicitation of proxies will be paid by the
Company. In addition to the solicitation of proxies by mail, the Company may use
the services of some of its officers and regular employees (who will receive no
additional compensation) to solicit proxies personally, and by telephone. At
present, the Company has no agreement with any firm to solicit the voting of any
shares. The cost of soliciting proxies will be paid by the Company which may
enlist the assistance of, and reimburse the reasonable expenses of banks,
brokerage firms, and similar fiduciaries in the solicitation of proxies and
proxy authorizations from their customers whose stock is not registered in the
owner's name, but in the name of such bank, brokerage firm or other fiduciary.
VOTE REQUIRED
Only stockholders of record at the close of business on February 19, 1999
(the "Record Date") are entitled to vote at the Annual Meeting. On the Record
Date, the Company had 5,216,804 shares of common stock, $.01 par value (the
"Common Stock") outstanding. The Company's sole issued and outstanding class of
capital stock is the Common Stock. Each share of Common Stock is entitled to one
vote upon each matter to be acted upon at the Annual Meeting. The presence in
person or by proxy of a majority of the outstanding Common Stock (at least
2,608,403 shares) is required to constitute a quorum necessary for the
transaction of business at the Annual Meeting. Election of directors (Proposal
One) requires the affirmative vote of a majority of the votes cast by the
holders of the Common Stock present in person or by proxy at the meeting.
The Company's officers and directors owning and having the right to vote
738,200 shares representing approximately 14% of the outstanding Common Stock
have stated their present intention to vote their shares FOR the nominees for
election as directors (Proposal One).
PRINCIPAL STOCKHOLDERS AND STOCKHOLDINGS OF MANAGEMENT
The following table sets forth certain information regarding the beneficial
ownership of the Company's Common Stock as of the Record Date by (i) each holder
known by the Company to beneficially own more than 5% of
1
<PAGE>
the outstanding Common Stock, (ii) each of the Company's directors, and (iii)
all directors and officers of the Company as a group.
NAME OF BENEFICIAL AMOUNT OF SHARES PERCENT OF
OWNER BENEFICIALLY OWNED CLASS
- --------------- ------------------ ----------
Directors
- --------
Steven J. Wilk (a) 393,500 shs 8%
John J. Wilk (a) 175,500 shs 3%
Jay A. Smolyn (a) 85,000 shs 2%
Susan Wilk-Cort (a) 78,200 shs 1%
Vincent Cusumano (a) 0 shs --
Earle Kunzig (a) 6,000 shs --
Raymond J. Rekuc (a) 0 shs --
All officers and directors 738,200 shs 14%
as a group (seven persons)
- ----------
(a) The address of all directors is 45 Columbia Road, Branchburg, New
Jersey 08876.
John J. Wilk and Steven J. Wilk, Chairman of the Board of Directors and
President of the Company as well as beneficial owners of 3% and 8% respectively,
of TransNet's Common Stock may each be deemed to be a "parent" of the Company
within the meaning of the Securities Act of 1933.
ACTION TO BE TAKEN AT THE MEETING
ELECTION OF DIRECTORS
(Proposal One)
Seven directors of the Company are to be elected at the meeting, each to
serve until the next annual meeting and until his successor is elected and
qualifies. The nominees for election are named below. The shares represented by
valid proxies will be voted as specified by the shareholder. When a specific
choice is not indicated, the shares represented by the proxy will be voted in
favor of the election as directors of the persons named below. Authority to vote
for the election of directors shall be deemed granted unless specifically
withheld. Management has no reason to believe that any of the nominees for the
office of director will not be available for election as a director. Should any
of them become unwilling or unable to accept nomination for election, however,
it is intended that the individuals named in the enclosed proxy may vote for the
election of such other person as Management may recommend. The Company does not
have a nominating committee. During the fiscal year ended June 30, 1998, the
Company's Board of Directors held a total of three meetings. Each director
attended all meetings.
Nominees for Election as Directors
The executive officers and directors of the Company are as follows:
Name Age Position
- ---- --- --------
John J. Wilk (a) 70 Chairman of the Board and Treasurer
Steven J. Wilk (a) 41 President and Director
Jay A. Smolyn 42 Vice President, Operations and Director
Vincent Cusumano (b)(d) 63 Secretary and Director
Earle Kunzig (b)(e) 59 Director
Raymond J. Rekuc (c) (d) 53 Director
Susan Wilk-Cort (a) Director
- ----------
(a) Steven J. Wilk and Susan Wilk-Cort are respectively, the son and
daughter of John J. Wilk.
(b) Member of the Audit Committee
(c) Chairman of the Audit Committee.
(d) Member of the Compensation Committee.
(e) Chairman of the Compensation Committee.
2
<PAGE>
The Audit Committee reviews, evaluates and advises the Board of Directors
in matters relating to the Company's financial reporting practices, its
application of accounting principles and its internal controls. In addition, the
Audit Committee reviews transactions regarding management remuneration and
benefits. The Audit Committee held three meetings during the year ended June 30,
1998.
The Compensation Committee reviews, evaluates and advises the Board of
Directors in matters relating to the Company's compensation of and other
employment benefits for executive officers. The Board established its
Compensation Committee in December 1994. The Compensation Committee held two
meetings during the year ended June 30, 1998.
The Company does not have an Executive Committee. The term of office of
each director expires at the next annual meeting of stockholders. The term of
office of each executive officer expires at the next organizational meeting of
the Board of Directors following the next annual meeting of stockholders.
The following is a brief account of the business experience of each
TransNet director during the past five years.
John J. Wilk was president, a director and chief executive officer of
TransNet since its inception in 1969 until May 1986, when he was elected
Chairman of the Board.
Steven J. Wilk was elected a vice president of TransNet in October 1981 and
in May 1986 was elected President and Chief Executive Officer. He was elected a
director of TransNet in April 1989.
Jay A. Smolyn has been employed at TransNet since 1976 and in April 1985
became Vice President, Operations. He was elected a director of TransNet in
January 1990.
Vincent Cusumano, who was elected a TransNet director in April 1977, is,
and for more than the past five years has been, president and chief executive
officer of Cusumano Perma-Rail Corporation of Roselle Park, New Jersey,
distributors and installers of exterior iron railings. Mr. Cusumano is not
actively engaged in the business of the Company.
Earle Kunzig, who was elected a TransNet director in November 1976, for
more than the past five years has been Vice President of Sales and a principal
of Hardware Products Sales, Inc., Wayne, New Jersey, a broker of used computer
equipment and provider of computer maintenance services. Mr. Kunzig is not
actively engaged in the business of the Company.
Raymond J. Rekuc, who was elected a TransNet director in August 1983, is
currently the principal in Raymond J. Rekuc, Certified Public Accountant, an
accounting firm located in Washington Township, New Jersey. Mr. Rekuc is a
member of the American Institute of Certified Public Accountants and the New
Jersey Society of Certified Public Accountants, and is not actively engaged in
the business of the Company.
Susan Wilk-Cort joined TransNet in November 1987 as Director of
Administration, and was named Legal Counsel in 1994. She was elected a director
of TransNet in January 1990.
None of the Company's directors are directors of any other corporation with
a class of securities registered pursuant to Section 12 of the Securities
Exchange Act of 1934 or subject to the requirements of Section 15(d) of that
Act.
Compliance with Section 16(a) of the Exchange Act
Based solely on a review of Forms 3 and 4 and any amendments thereto
furnished to the Company pursuant to Rule 16a-3(e) under the Securities Exchange
Act of 1934, or representations that no Forms 5 were required, the Company
believes that with respect to fiscal 1998, its officers, directors and
beneficial owners of more than 10% of its equity timely complied with all
applicable Section 16(a) filing requirements, except for John J. Wilk, who was
inadvertently delinquent in filing one report.
3
<PAGE>
EXECUTIVE COMPENSATION
The following table sets forth information concerning the compensation paid
or accrued by the Company during the three years ended on June 30, 1998, to its
Chief Executive Officer and each of its other executive officers whose total
annual salary and bonus for the fiscal year ended June 30, 1998, exceeded
$100,000. All of the Company's group life, health, hospitalization or medical
reimbursement plans, if any, do not discriminate in scope, terms or operation,
in favor of the executive officers or directors of the Company and are generally
available to all full-time salaried employees.
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
Annual Compensation Long-Term Compensation
------------------------------------------------------------------------------------------
Name and Year Ended Other Annual Options Restricted LTIP All Other
Principal Position June 30, Salary Bonus Compensation SARs Stock Awards Payouts Compensation
- ----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Steven J. Wilk 1998 $250,000 $43,166 $0 0 0 $0 0
President and Chief 1997 $250,000 $46,644 $0 0 0 $0 0
Executive Officer 1996 $240,833 $47,560 $0 0 0 $0 0
Annette Stanoch (a) 1998 $135,000 $24,450 $0 0 0 $0 0
Vice President 1997 $135,000 $30,822 $0 0 0 $0 0
Planning 1996 $130,833 $36,600 $0 0 0 $0 0
Jay Smolyn 1998 $135,000 $33,216 $0 0 0 $0 0
Vice President 1997 $135,000 $30,822 $0 0 0 $0 0
Operations 1996 $130,833 $36,600 $0 0 0 $0 0
- ----------
(a) Mrs. Stanoch resigned her position with the Company effective June 30,
1998.
</TABLE>
Employment Contracts with Executive Officers
TransNet has employment contracts in effect with Steven J. Wilk and Jay A.
Smolyn which expire on June 30, 2000. The Company's agreement with Annette
Stanoch terminated on June 30, 1998 with her resignation. Pursuant to the
employment contracts, Steven J. Wilk's annual salary is "at least" $250,000 and
Mr. Smolyn's salary is "at least" $135,000 or, in each case, such greater amount
as may be approved from time to time by the Board of Directors. The contracts
also provide for additional incentive bonuses to be paid with respect to each of
the Company's fiscal years based upon varying percentages of the Company's
consolidated pre-tax income exclusive of extraordinary items (3% of the first
$500,000, 4% of the next $500,000, 5% of the next $4,000,000 and 6% of amounts
in excess of $5,000,000 for Steven J. Wilk, and 2% of pre-tax income in excess
of $100,000 to the first $500,000 and 3% in excess of $500,000 for Mr. Smolyn).
Steven J. Wilk's employment contract provides for a continuation in full of his
salary payments for six months and 50% of the full amount for the remainder of
the term in the event of illness or injury. In addition, the employment
contracts contain terms regarding the event of a hostile change of control of
the Company and a resultant termination of the employee's employment prior to
expiration of the employment contract. These terms provide that Mr. Smolyn would
receive a lump sum payment equal to 80% of the greater of his then current
annual salary or his previous calendar year's gross wages including the
additional incentive compensation multiplied by the lesser of five or the number
of years remaining in the contract. In the case of Steven J. Wilk, the contract
provides that in the event of termination of employment due to a hostile change
in control, he may elect to serve as consultant at his current salary and
performance bonus for a period of five years beginning at the date of the change
in control, or he may elect to receive a lump sum payment which would be the
greater of 80% of his then current salary or 80% of his previous year's gross
wages times five. Mr. Smolyn's contract provides that the Company may terminate
his employment, with or without cause. If said termination is without cause, the
Company shall pay him an amount equal to compensation payable for a period of
one-half of the contract period remaining, not to exceed compensation for 18
months. Steven J. Wilk's employment agreement provides that should the Company
terminate his employment (other than for the commission of willful criminal
acts), he may elect to continue as a consultant to the Company at his then
current compensation level, including the performance bonus, for the lesser of
two (2) years or the remainder of the contract term or he may elect to receive a
lump sum payment equal to eighty percent of his then current salary plus
incentive bonus times the lesser of two (2) years or the remainder of the
contract.
4
<PAGE>
Director's Compensation
During fiscal 1998, the Company paid $5,000 in directors' fees to each of
its three outside directors.
Stock Options
No options to acquire TransNet Corporation stock were held by the Company's
executive officers at June 30, 1998.
Retirement Plan
Effective January 1, 1995, the Company adopted a defined contribution
[401(k)] plan covering all eligible employees. Under the terms of the Plan,
participating employees deposit a percentage of their salaries in the Plan. The
Company matches up to a certain percentange of the employees' contribution. The
Company's contribution for the year ended June 30, 1998 for the above officers
were as follows: Steven J. Wilk $679.15, Annette Stanoch $576.61, and Jay A.
Smolyn $490.33.
CERTAIN TRANSACTIONS
The Company's executive, administrative, corporate sales offices, and
service center are located in Branchburg, New Jersey, where the Company leases a
building of approximately 21,000 square feet. The Company subleases this
facility pursuant to a "net-net" lease, which expires by its terms in February
2001 and which provided for a monthly rental of $16,112 during the twelve-month
period ending February 1999, escalating to $16,820 per month during the
following twelve months and to $17, 351 per month during the final twelve
months. The premises are sublet from W Realty, a partnership consisting of John
J. Wilk, chairman of the board and treasurer, and Raymond J. Rekuc, a director
of the Company, chairman of the Audit Committee and a member of the Compensation
Committee. Management believes that the terms of the sub-lease are as favorable
as those available from unaffiliated third parties.
On November 11, 1997, the Company sold an approximately 6.32 acre tract of
unimproved real property in Mountainside, New Jersey (which it had owned since
1979), at its appraised value of $1,000,000, to W Realty. (The Company sold the
Mountainside property because in connection with its proposed sale of
substantially all of its assets to GE Capital Information Technology Solutions
Acquisition Corp. ("GE Acq. Corp.") (which sale was not consummated ), GE Acq.
Corp. had refused to increase the purchase price by the appraised value of the
property and indicated, due to environmental concerns, that it had no interest
in purchasing the property.) The $1,000,000 purchase price was paid through a
rent forgiveness granted by W Realty for the $410,000 of rent payable by the
Company over the final two years of the above described sub-lease and through
the issuance by W Realty of a $590,000 promissory note payable to the Company in
principal installments of $150,000 in February 1998 and $440,000 in November
1998 with interest on the unpaid balance computed at the rate of 8% per annum.
The note is secured by a first mortgage on the Mountainside property. The
$150,000 payment due in February 1998 and $190,000 of the payment due in
November 1998 have been paid together with interest. As of the date hereof, the
balance of $250,000 is overdue.
COMPENSATION COMMITTEE INTERLOCKS
AND INSIDER PARTICIPATION
During fiscal 1998, one member of the Compensation Committee, Raymond J.
Rekuc, as a partner in W Realty, was involved in the subleasing to the Company
of its principal facility and subsequently, in the purchase from the Company of
a tract of unimproved land in Mountainside, New Jersey as described above.
5
<PAGE>
REPORT OF THE COMPENSATION COMMITTEE
The Compensation Committee is composed of Earle Kunzig (chairman), Vincent
Cusumano and Raymond J. Rekuc. The Compensation Committee is responsible,
subject to the approval of the Board of Directors, for establishing the
Company's compensation programs.
The Company's compensation plan generally is designed to motivate and
reward the Company's executive officers and other personnel responsible for
attaining financial, operational and strategic objectives. In administering the
plan, the Compensation Committee assesses the performance of individuals and the
Company relative to those objectives.
The Company's compensation plan generally provides incentives to achieve
annual and longer term objectives. The principal elements of the compensation
plan include base salary and incentive bonuses based upon the Company achieving
certain specified levels of pre-tax income. These elements generally are blended
in order to provide compensation packages which provide competitive pay, reward
the achievement of financial, operational and strategic objectives and align the
interests of the Company's executive officers and other high level personnel
with those of the Company's stockholders.
In order to secure the services of certain key employees for a reasonable
period of time into the future, the Compensation Committee in fiscal 1995
recommended that new five year employment contracts be executed by the company
with Steven J. Wilk as president and chief executive officer (annual salary of
at least $250,000), with Jay A. Smolyn as vice president-operations and with
Annette Stanoch as vice-president-planning. (Mrs. Stanoch resigned her position
effective June 30, 1998.) The annual salary for Mr. Smolyn and Mrs. Stanoch was
at least $135,000. Each of the employment contracts contained incentive bonus
and other provisions more fully set forth under "Executive Compensation" in this
Proxy Statement.
Base pay levels and increases for other key employees take into
consideration the recent performance of the individual and the Company, the
experience of the individual, the scope and complexity of the position and the
base compensation levels established by competitors for comparable positions.
In earlier years, in order to promote the Company's long-term objectives
and to conserve cash assets, stock options were granted to certain key
executives. In addition, stock subscription agreements were entered into with
certain executives. No stock options have been granted by the Company and no
similar subscription agreements have been entered into by the Company in the
past five years.
The Compensation Committee believes that the Company's key executives,
through salaries and incentive bonuses, together with their current stock
ownership, have sufficient incentive to promote the growth and welfare of the
Company and that based on the trading range of the Company's Common Stock in the
over-the-counter market during fiscal 1998, the grant during such period of
additional stock options or the entering into of stock subscription agreements
at below market subscription prices would be unfairly dilutive to stockholders.
COMPENSATION COMMITTEE
Earle Kunzig
Vincent Cusumano
Raymond J. Rekuc
6
<PAGE>
STOCK PRICE PERFORMANCE
Set forth below is a line graph comparing the yearly cumulative total
shareholder return on the Company's Common Stock for the past five fiscal years,
based on the market price of the Common Stock, with the cumulative total return
of companies in the S&P 500 Composite and the S&P Computer (Software & Service)
- - 500 Group Indexes.
COMPARISON OF FIVE YEAR TOTAL RETURN
FOR TRANSNET CORPORATION, S&P 500 COMPOSITE AND
S&P COMPUTER (SOFTWARE & SERVICE) - 500 GROUP INDEX.
[THE FOLLOWING CHART REPRESENTS GRAPHIC]
TOTAL SHAREHOLDER RETURNS
Year Ending S&P 500 Index Transnet Corp. Computer (Software & Svc)-500
- ----------- ------------- -------------- -----------------------------
Jun93 100 100 100
Jun94 101.41 148.81 113.29
Jun95 127.84 204.61 161.08
Jun96 161.08 190.63 234.9
Jun97 216.98 213.91 390.36
Jun98 282.42 46.5 605.4
Auditors
The firm of Moore Stephens, P.C., certified public accountants, has been
selected by the Board of Directors to audit the accounts of the Company and its
subsidiaries for the current fiscal year ending June 30, 1999. Said firm has
served as the Company's auditors since 1977. Representatives of such firm are
not expected to be present at the March 26, 1999 Annual Meeting of Stockholders.
Stockholder Proposals for 2000 Annual Meeting
Under current rules of the Securities and Exchange Commission, stockholders
wishing to submit proposals for inclusion in the Proxy Statement of the Board of
Directors for the 2000 Annual Meeting of Stockholders must submit such proposals
so as to be received by the Company at 45 Columbia Road, Branchburg, New Jersey
08876 on or before June 30, 1999.
7
<PAGE>
OTHER MATTERS
Management does not know of any other matters which are likely to be
brought before the Meeting. However, in the event that any other matters
properly come before the Meeting, the persons named in the enclosed proxy will
vote said proxy in accordance with their judgement in said matters.
By Order of the Board of Directors
Steven J. Wilk
President
Branchburg, New Jersey
February 26, 1999
8
<PAGE>
- --------------------------------------------------------------------------------
TRANSNET CORPORATION
REVOCABLE PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
ANNUAL MEETING OF STOCKHOLDERS - MARCH 26, 1999
The undersigned, a stockholder of TransNet Corporation (the "Company")
hereby appoints John J. Wilk and Steven J. Wilk or either of them, as proxy or
proxies of the undersigned, with full power of substitution, to vote, in the
name, place and stead of the undersigned, with all of the powers which the
undersigned would possess if personally present, on behalf of the undersigned,
all the shares which the undersigned is entitled to vote at the Annual Meeting
of Stockholders of TransNet Corporation to be held at 10:00 A.M. (local time) on
Friday, March 26, 1999, at TransNet Corporation, 45 Columbia Road, Branchburg,
New Jersey 08876 and at any and all adjournments thereof. The undersigned
directs that this Proxy be voted as follows:
1. To elect directors for the ensuing year (Proposal One)
__ FOR all nominees listed below (except as marked to the contrary below)
__ WITHHOLD AUTHORITY to vote for all nominees listed below
Nominees: VINCENT CUSUMANO, EARLE KUNZIG, RAYMOND J. REKUC, JAY A. SMOLYN,
JOHN J. WILK, STEVEN J. WILK, SUSAN WILK-CORT
(Instructions: To withhold authority for an individual nominee, write that
nominee's name on the line provided.)
- --------------------------------------------------------------------------------
2. In their discretion, on all other business that may properly come before the
meeting.
__ AUTHORITY GRANTED __ AUTHORITY WITHHELD
(continued and to be signed on the reverse side)
- --------------------------------------------------------------------------------
The Board of Directors recommends a vote FOR all of the foregoing. UNLESS
OTHERWISE SPECIFIED AS ABOVE PROVIDED, THIS PROXY WILL BE VOTED "FOR" THE
ELECTION OF DIRECTORS AS SET FORTH IN THE PROXY STATEMENT. IN ADDITION,
DISCRETIONARY AUTHORITY IS CONFERRED AS TO ALL OTHER MATTERS THAT MAY COME
BEFORE THE MEETING UNLESS SUCH AUTHORITY IS SPECIFICALLY WITHHELD.
Stockholders who are present at the meeting may withdraw their Proxy and vote in
person if they so desire.
PLEASE MARK, SIGN, DATE AND RETURN YOUR PROXY PROMPTLY. No postage is required
if returned in the enclosed envelope and mailed in the United States. Receipt of
the Notice of Annual Meeting of Stockholders and accompanying Proxy Statement of
the Board of Directors and Annual Report is acknowledged.
Dated:________________________________, 1999
________________________________
________________________________
Signature of Shareholder
Please sign exactly as name appears on this Proxy. If shares
are registered in more than one name, the signatures of all
such persons are required. A corporation should sign in its
full corporate name by a duly authorized officer, stating
his title. Trustees, guardians, executors and administrators
should sign in their official capacity, giving their full
title as such. If a partnership, please sign in partnership
name by authorized person.
