SCHEDULE 14A
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities and Exchange Act of 1934
(Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[X] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only
(as permitted by Rule 14a-6(e) (2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
Kendle International Inc.
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i) (4) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined)
(4) Proposed maximum aggregate value of transaction:-----------------
[ ] 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 this filing.
(1) Amount Previously Paid:-----------------------------------------------
(2) Form, Schedule or Registration Statement No.:-------------------------
(3) Filing Party:---------------------------------------------------------
(4) Date Filed:-----------------------------------------------------------
Kendle International Inc.
700 Carew Tower
441 Vine Street
Cincinnati, Ohio 45202
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To be Held May 20, 1999
To the Shareholders of Kendle International Inc.:
The annual meeting of shareholders of Kendle International Inc. will be
held on Thursday, May 20, 1999 at 10:00 a.m., Eastern Time, at the Media Center,
RiverCenter Tower Offices, 50 East RiverCenter Boulevard, Covington, Kentucky,
for the following purposes:
1. To elect seven directors to hold office for the ensuing year or until
their respective successors are elected and qualified;
2. To amend the Company's Restated and Amended Articles of Incorporation to
increase the number of authorized shares of Common Stock; and
3. To ratify the appointment of PricewaterhouseCoopers LLP as the
independent public accountants for the Company for the year ending December 31,
1999;
4. To consider and act upon any other matters that may properly come before
the meeting or any adjournment thereof.
The Board of Directors of the Company has designated the close of business
on March 31, 1999 as the record date for the determination of shareholders
entitled to receive notice of, and to vote at, the meeting or any adjournment
thereof. Only shareholders of record of the Company's Common Stock at the close
of business on that date will be entitled to vote.
You are cordially invited to attend the meeting. However, whether or not
you plan to be personally present at the meeting, please complete, date and sign
the enclosed proxy and return it promptly in the enclosed envelope. If you later
desire to revoke your proxy, you may do so at any time before it is exercised.
By Order of the Board of Directors,
Candace Kendle
Chairman of the Board and
Chief Executive Officer
Dated: April 13, 1999
WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING, PLEASE VOTE, SIGN AND
PROMPTLY RETURN YOUR PROXY CARD IN THE ENCLOSED ENVELOPE. PROXIES MAY BE REVOKED
BY WRITTEN NOTICE OF REVOCATION, THE SUBMISSION OF A LATER PROXY, OR BY
ATTENDING THE MEETING AND VOTING IN PERSON.
Kendle International Inc.
700 Carew Tower
441 Vine Street
Cincinnati, Ohio 45202
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PROXY STATEMENT
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Annual Meeting of Shareholders
Introduction
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The Board of Directors of Kendle International Inc. is requesting your
proxy for use at the Annual Meeting of Shareholders on May 20, 1999, and at any
adjournment thereof, pursuant to the foregoing Notice. This Proxy Statement and
the accompanying proxy card are being mailed to shareholders with the Company's
1998 Annual Report on or about April 13, 1999.
Voting at the Annual Meeting
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General
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Shareholders may vote in person or by proxy at the Annual Meeting. Proxies
given may be revoked at any time prior to the Annual Meeting by filing with the
Company either a written revocation or a duly executed proxy card bearing a
later date, or by appearing at the Annual Meeting and voting in person. Except
as otherwise stated herein, the vote required on all matters to be voted upon is
a majority of shares actually voted and , therefore, abstentions and broker
non-votes will have no effect.
As of March 31, 1999, the record date for determining shareholders entitled
to notice of and to vote at the Annual Meeting, Kendle had ________ shares of
Common Stock outstanding. Each share is entitled to one vote. Only shareholders
of record at the close of business on March 31, 1999 will be entitled to vote at
the Annual Meeting.
Principal Shareholders
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The following table sets forth certain information known to the Company
with respect to beneficial ownership of the Company's Common Stock as of
____________, 1999 by (i) each shareholder known by the Company to be the
beneficial owner of more than 5% of the Company's Common Stock, (ii) each
director, (iii) each executive officer and (iv) all executive officers and
directors as a group.
Name of Beneficial Owner Shares Beneficially Owned
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Number Percent
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Candace Kendle
Christopher C. Bergen
Kendle Stock Trust
Philip E. Beekman
Robert R. Buck
Timothy M. Mooney
Mary Beth Price
Charles A. Sanders
All executive officers and
Directors as a group
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*Less than 1%
Election of Directors
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The Board is nominating for re-election all of the current directors,
namely Candace Kendle, Philip E. Beekman, Christopher C. Bergen, Robert R. Buck,
Timothy M. Mooney, Mary Beth Price and Charles A. Sanders.
All directors elected at the Annual Meeting will be elected to hold office
until the next Annual Meeting and until their successors are elected and
qualified.
Proxies will be voted in favor of election of the nominees named herein
unless authority to vote is withheld.
If any of the nominees should become unable to accept election or declines
to serve, neither of which the Board anticipates, it is intended, in the absence
of contrary direction, that the proxies will be voted for the balance of those
named above and for substitute nominees as the Board may designate. The proxies
will in no event be voted for a greater number of nominees than seven. The seven
nominees receiving the highest number of votes will be elected.
During 1998, the Board of Directors held six meetings. Each director
attended at least 75% of the aggregate of the total number of meetings of the
Board of Directors and all committees on which the individual director served.
Directors Robert R. Buck and Mary Beth Price were appointed to the Board of
Directors during November 1998 and no meetings were held in 1998 following their
appointments. There are two committees and one subcommittee of the Board of
Directors which assist the Board in discharging its responsibilities. These
committees, their members and functions are discussed below.
The Board of Directors recommends a vote FOR the election of each of the
nominees for Director.
Information About Nominees
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Candace Kendle, Pharm. D., 52, co-founded the Company in 1981 and has
served as Chief Executive Officer since its incorporation and has been Chairman
of the Board since 1991. From 1979- 1981, Dr. Kendle served as Clinical
Associate Professor of Pediatrics at The University of Pennsylvania School of
Medicine; Clinical Assistant Professor at Philadelphia College of Pharmacy and
Sciences; and Director, Department of Pharmacy, The Children's Hospital of
Philadelphia. From 1974-1978, Dr. Kendle served in a variety of positions at the
University of North Carolina School of Pharmacy and School of Medicine. She has
published more than 15 scientific articles. Dr. Kendle serves as a director of
H. J. Heinz Company, a food products manufacturer, and is the wife of
Christopher C. Bergen, President and Chief Operating Officer of the Company.
Philip E. Beekman, 67, was elected a Director of the Company in January
1997. Mr. Beekman is the President of Owl Hollow Enterprises, a consulting and
investment company. Prior to July 1994, Mr. Beekman served as Chairman of the
Board and Chief Executive Officer of Hook-SupeRx, Inc. Mr. Beekman is a director
of the National Association of Chain Drug Stores; General Chemical Group Inc., a
supplier of soda ash and other chemicals; Linens 'N Things, a retail chain of
home furnishings; the Ladies Professional Golf Association; and the National
Organization on Disability.
Christopher C. Bergen, 48, co-founded the Company in 1981 and has served as
President and Chief Operating Officer since 1981 and has served as a director of
the Company since its incorporation. From 1977 through 1981, Mr. Bergen served
in various capacities at The Children's Hospital of Philadelphia, most recently
as Associate Vice President. Mr. Bergen serves as a director for Component
Software International, Inc., a software design and engineering firm, and is the
husband of Candace Kendle, Chief Executive Officer of the Company.
Robert R. Buck, 51, was appointed to the Board of Directors of the Company
in December, 1998. Mr. Buck is President of the Uniform Rental Division of
Cintas Corporation, a company he joined in 1982 as Senior Vice President,
Finance. Mr. Buck is currently a member of the Dean's Advisory Council for the
College of Business Administration at the University of Cincinnati, a trustee of
the University of Cincinnati and the Fellowship of Christian Athletes and a
director of Citizens for Community Values and the American Cancer Society.
Timothy M. Mooney, 51, joined the Company in May 1996, was elected to the
Board of Directors in January 1997 and currently serves as Executive Vice
President-Finance, Chief Financial Officer and Treasurer. Prior to joining the
Company, Mr. Mooney was the Vice President, Chief Financial Officer and
Treasurer of The Future Now, Inc., a computer reseller. From May 1988 to July
1994, Mr. Mooney served as Senior Vice President and Chief Financial Officer of
Hook-SupeRx, Inc., a retail drugstore chain. Mr. Mooney was previously a partner
with Coopers & Lybrand L.L.P. Mr. Mooney serves as a director of Winton
Financial Corporation, a unitary savings and loan holding company.
Mary Beth Price, 50, was appointed to the Board of Directors of the Company
in December, 1998. Mrs. Price founded Media That Works, an advertising firm, in
1985, served as President and Chief Executive Officer until 1997, and continues
to serve as a director. In 1998, she accepted an appointment as Professor,
Richard A. Forsythe Chair in Entrepreneurship at Miami University, Oxford, Ohio,
where she teaches and holds the Associate Director position in the Page Center
for Entrepreneurship. Mrs. Price currently serves as a trustee on the Dan Beard
Boy Scout Council, as a director of the Cincinnati Youth Collaborative and the
Downtown Cincinnati Small Business Development Fund.
Charles A. Sanders, M.D., 67, was elected a Director of the Company in
January 1997. From 1989 to 1994, Dr. Sanders was Chief Executive Officer of
Glaxo Inc., and he served as Chairman of that company from 1992 to 1995. Prior
to joining Glaxo Inc., Dr. Sanders spent eight years with Squibb Corp. where he
held a number of senior positions including Vice Chairman. Previously, Dr.
Sanders was general director of Massachusetts General Hospital and Professor of
Medicine at Harvard Medical School. He is currently a member of the Institute of
Medicine of the National Academy of Sciences, a trustee of the University of
North Carolina at Chapel Hill, chairman of Project HOPE and chairman of the
Commonwealth Fund. Dr. Sanders serves as a director of StaffMark, Inc., a
provider of diversified staffing services to businesses, healthcare providers
and government agencies; and of Magainin Pharmaceuticals, Inc., Vertex
Pharmaceuticals Incorporated, Pharmcopeia, Inc., Scios, Inc. and Trimeris, Inc.,
all biopharmaceutical companies engaged in the development of medicines for
serious diseases.
Committees of the Board of Directors
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There are two committees and one subcommittee of the Company's Board of
Directors: the Management Development and Compensation Committee, the
Compensation Subcommittee and the Audit Committee. The Management Development
and Compensation Committee met twice during 1998, is composed of Mr. Beekman
(Chairman), Mr. Buck, Dr. Kendle and Dr. Sanders and is responsible for
monitoring the performance and succession of senior management, the review of
the Company's compensation plans and the general review of the Company's
employee compensation policies. The Compensation Subcommittee, which was formed
during March 1998 and met once during the year, is composed of Mr. Beekman
(Chairman), Mr. Buck and Dr. Sanders and is responsible for the approval of
remuneration arrangements for executive officers of the Company and for the
administration of the Company's stock-related benefit plans. The Audit
Committee, which met twice during 1998, is composed of Dr. Sanders (Chairman),
Mr. Beekman, Mr. Bergen and Mrs. Price and is responsible for the engagement of
independent auditors, the review of audit fees, the supervision of matters
relating to audit functions, and the review of internal policies and procedures
regarding audit, accounting and other financial controls.
The Company does not have a nominating committee or executive committee.
Compensation of Directors
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Non-employee directors are paid $1,000 for each directors' meeting attended
and $500 for each committee meeting attended. Such compensation for meetings is
reduced by 50% if the director participates in the meeting by telephone. The
foregoing compensation is paid quarterly, in arrears, in the form of Company
Common Stock. Under the Company's 1997 Stock Option and Stock Inventive Plan,
each non-employee director is granted a non-qualified option to purchase 5,000
shares of Common Stock on the date of their first election or appointment to the
Board and an option for 1,000 shares of Common Stock upon each annual election
as a director thereafter. The option price for all such options equals the fair
market value of Common Stock on the grant date. Directors who are employees of
the Company are not separately compensated for serving as directors.
Executive Compensation
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The following table sets forth information regarding compensation paid for
the last three fiscal years to its Chief Executive Officer and the two other
executive officers (the "Named Executives"):
SUMMARY COMPENSATION TABLE
Annual Compensation Long-Term Compensation Awards
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Name and Securities All Other
Principal Position Year Salary Bonus Underlying Options Compensation(1)
- ------------------ ---- ------ ----- ------------------ ---------------
Candace Kendle 1998
Chairman of the Board 1997
of Directors and Chief 1996
Executive Officer
Christopher C. Bergen 1998
President and Chief 1997
Operating Officer 1996
Timothy M. Mooney (2) 1998
Executive Vice President- 1997
Finance, Chief Financial 1996
Officer and Treasurer
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(1) Represents insurance premium payments
(2) Mr. Mooney joined Kendle in May 1996.
Stock Options
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The tables below provide certain information with respect to grants and
exercises of stock options to the Named Executives pursuant to the Company's
stock option plans during the year ended December 31, 1998.
Option Grants in Last Fiscal year
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Potential Realizable Value
Number of Percent of at Assumed Annual Rate
Securities Total Granted of Stock Price Appreciation
Underlying to Employees Exercise for Option Term (2)(3)
Options in Fiscal Price Expiration ---------------------------
Name Granted(1) Year (/Share) Date 5% 10%
- ---------------------- ---------- ------------- ---------- ----------- ---------- -----------
Candace Kendle
Christopher C. Bergen
Timothy M. Mooney
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<FN>
(1) All options granted to the Named Executives are exercisable in five equal
annual installments beginning one year after the date of grant.
(2) Potential realizable value is calculated from the exercise price of the
options granted.
(3) The dollar amounts under these columns are the result of calculations at
the 5% and 10% rates set by the Securities and Exchange Commission and,
therefore, are not intended to forecast possible future appreciation, if
any, of the Company's Common Stock price.
</FN>
Aggregated Option Exercises in Last Fiscal Year
and Fiscal Year-End Option Values
Number of Underlying
Unexercised Securities Value of Unexercised
Options at In-the-Money Options
Number of Securities Fiscal Year-End at Fiscal Year-End (1)
Underlying Options Value ------------------------- -------------------------
Name Exercised Realized Exercisable/Unexercisable Exercisable/Unexercisable
- --------------------- -------------------- -------- ------------------------- -------------------------
Candace Kendle
Christopher C. Bergen
Timothy M. Mooney
- ------------------------------
<FN>
(1) Represents the number of shares optioned multiplied by the difference
between $_______, the fair market value of the Common Stock at
___________________, and the exercise price for that option.
</FN>
Protective Compensation and Benefit Agreements
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The Company has entered into Protective Compensation and Benefit Agreements
with certain employees, including all executive officers of the Company. These
agreements are subject to annual review by the Company's Board of Directors,
expire on December 31, 1999, and will be automatically extended in one year
increments unless cancelled by the Company. The agreements provide for specified
benefits, including two years' compensation, in the event of a change in control
as that term is defined in the agreements.
Compensation Subcommittee Report on Executive Compensation
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The Compensation Subcommittee of the Management Development and
Compensation Committee is composed of three directors, none of whom is an
officer or employee of the Company or its subsidiaries. The Subcommittee is
responsible for the establishment of policies governing, and for the
implementation, administration and interpretation of, all aspects of executive
officer compensation. The Subcommittee establishes executive officer
compensation by setting salaries, approving bonus plans, making bonus awards and
awarding stock options.
The Subcommittee reviews the compensation of executive officers on an
ongoing basis, developing and implementing plans to serve the following
objectives:
- Support and drive achievement of the Company's business strategies and
goals;
- Attract and retain the highest caliber executive officers by providing
compensation opportunities comparable to those offered by other firms
with whom the Company competes for business and talent; and
- Closely align the interests of executive officers with shareholders'
interests.
At a meeting held on February 18, 1998, the Management Development and
Compensation Committee (prior to formation of the Subcommittee) reviewed with
management the Company's financial results for 1997 and individual performance
of the Named Executives, including the Chief Executive Officer, to previously
stated objectives. On this basis, it awarded the bonuses shown in the Summary
Compensation table.
At a meeting held on May 21, 1998, the Subcommittee set salaries for the
Named Executives retroactive to April 1, 1998. In establishing these salaries,
the members reviewed recommendations of management against the pay practices of
comparable companies and the Company's competitors. Corporate profitability,
position responsibility levels and individual qualifications and performance
were also considered. The salary of the Chief Executive Officer was set on the
same basis.
On August 21, 1998, the Subcommittee reviewed and approved stock option
grants to each of the Company's employees, including grants to the Named
Executives. During 1998, the Subcommittee considered and awarded individual
grants reflecting its view of the importance of particular individuals to the
Company's future performance.
Under Section 162(m) of the Internal Revenue Code of 1986, as amended a
public company may not deduct more than $1 million in compensation paid to any
one of its executive officers, unless the excess amount is performance-based
compensation satisfying certain rules. The Company's Stock Option Plan is
designed to qualify under the compensation requirements of this provision. Due
to current salary levels and anticipated bonus targets, the Subcommittee
believes that it is unlikely that application of Section 162(m) will prevent the
Company from claiming a deduction for the amount of compensation paid to senior
executive officers.
Compensation Subcommittee
of the Board of Directors
Philip E. Beekman, Chairman
Robert R. Buck
Charles A. Sanders
Certain Transactions
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In 1998, the Company paid $__________ to a construction company owned by a
relative of Dr. Kendle for construction and renovations at its principal
executive offices. Such work is continuing. Management believes that payments to
the construction company are on terms no less favorable than those that could
have been negotiated with unaffiliated third parties.
Performance Graph
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The following graph shows cumulative total shareholder returns for the
period beginning August 22, 1997 and ending on December 31, 1998 with a
published industry index or line-of-business index. The Company has selected the
Nasdaq Stock Market (U.S.) Index and a composite peer group consisting of
ClinTrials Research Inc., Parexel International, Pharmaceutical Product
Development, Inc. and Quintiles Transnational Corp. The graph assumes that $100
was invested on August 22, 1997 in Kendle International Inc. stock and in the
index and peer group on August 22, 1997. The graph further assumes the
reinvestment of all dividends,
(Note: Insert Graph Here)
Kendle International Inc.
Peer Group
Nasdaq Stock Market (U.S.)
Amendment of the Restated and Amended Articles of Incorporation
to Increase the Authorized Shares
The Restated and Amended Articles of Incorporation authorize the issuance
of 15,000,000 Common Shares. At March 31, 1999, the Company had __________Common
Shares outstanding, with an additional _____________ shares reserved for
issuance pursuant to stock related benefit plans. Therefore, of the 15,000,000
shares authorized by the Restated and Amended Articles of Incorporation,
______________ are available for issuance for general corporate purposes.
The Board of Directors believes that it should have, at all times,
authorized Common Shares equal to approximately 3 times the number of shares
that are outstanding or committed to issuance. This authorization may enable the
Board of Directors, without further shareholder approval, to issue additional
shares from time to time in sales for cash, acquisitions, option or other
incentive plans, stock splits, stock dividends or similar occurrences. The
issuance of additional Common Shares through stock dividends or splits will not
affect the percentage ownership of shareholders. Issuance for stock options and
other benefit plans and for acquisitions would affect the percentage of stock
ownership, but their effect upon earnings per share would depend upon the
earnings realized from the cash received or business acquired in such stock
issuances. There are no plans, understandings or arrangements calling for
issuances of Common Shares by the Company other than those discussed above.
The Board of Directors has approved the amendment to the Restated and
Amended Articles of Incorporation to increase total authorized Common Shares to
45,000,000 and recommends a vote in favor of this proposal. The affirmative vote
of the holders of two-thirds of the outstanding Common Shares is required for
approval of this amendment. The failure to vote, abstentions and broker
non-votes will have the same effect as a vote against the proposal.
The Board of Directors recommends a vote FOR amendment to Article Four of the
Restated and Amended Articles of Incorporation to increase the number of
authorized shares of Common Stock from 15,000,000 to 45,000,000.
Ratification of Appointment of Accountants
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The Audit Committee of the Board of Directors appointed
PricewaterhouseCoopers LLP as the Company's independent public accountants for
the year ending December 31, 1999. PricewaterhouseCoopers has been the
independent accounting firm for the Company since 1996. Although not required by
law, the Board of Directors is seeking shareholder ratification of this
selection. The affirmative vote of a majority of shares voting at the Annual
Meeting is required for ratification. If ratification is not obtained, the Board
of Directors intends to continue the employment of PricewaterhouseCoopers at
least through 1999. Representatives of PricewaterhouseCoopers are expected to be
present at the Annual Meeting and will be given an opportunity to comment, if
they so desire, and to respond to appropriate questions that may be asked by
shareholders.
The Board of Directors recommends a vote FOR the ratification of
PricewaterhouseCoopers LLP as the Company's independent public accountants for
the year ending December 31, 1999.
Other Matters
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The Board knows of no other matters which will be presented at the Annual
Meeting. If however, any other matter is properly presented at the Annual
Meeting it will require the affirmative vote of a majority of shares voting for
approval.
Compliance With Section 16(a) of the Exchange Act
- -------------------------------------------------
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
officers, directors and persons who own more than ten percent of the Company's
Common Stock to file reports of ownership with the Securities and Exchange
Commission and to furnish the Company with copies of these reports. Based solely
upon its review of reports received by it, or upon written representation from
certain reporting persons that no reports were required, the Company believes
that during 1998 all filing requirements were met.
Voting by Proxy
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All proxy cards properly signed will, unless a different choice is
indicated, be voted "FOR" election of all nominees for directors proposed by the
Board of Directors, "FOR" the proposed amendment to the Restated and Amended
Articles of Incorporation increasing the authorized shares of Common Stock from
15,000,000 to 45,000,000, and "FOR" ratification of the selection of independent
public accountants.
If any other matters come before the Annual Meeting or any adjournment,
each proxy will be voted in the discretion of the individuals named as proxies
on the card.
Shareholder Proposals
- ---------------------
Shareholders who desire to have proposals included in the notice for the
Annual Meeting of Shareholders to be held in the Spring of 2000 must submit
their proposals in writing to the Company, Attention Julie G. Lerner, Investor
Relations, 700 Carew Tower, 441 Vine Street, Cincinnati, Ohio 45202. The form of
Proxy for this meeting grants authority to the designated proxies to vote in
their discretion on any matters that come before the meeting except those set
forth in the Company's Proxy Statement and except for matters as to which
adequate notice is received. For notice to be deemed adequate for the 2000
Annual Shareholders' Meeting, it must be received prior to February 27, 2000. If
there is a change in the anticipated date of next year's Annual Shareholders'
Meeting or in the notice deadline by more than 30 days, we will notify you of
this change through our Form 10-Q filings.
April 13, 1999
Kendle International Inc.
700 Carew Tower
441 Vine Street
Cincinnati, Ohio 45202
The undersigned hereby appoints Paul F. Ritter and Anthony L.
Forcellini, or either of them, proxies of the undersigned,
each with the power of substitution, to vote all shares
PROXY of Common Stock which the undersigned would be entitled to vote
FOR on the matters specified below and in their discretion with respect
ANNUAL to such other business as may properly come before the Annual Meeting
MEETING of Shareholders of Kendle International Inc. to be held on May 20,
1999 at 10:00 A.M. Eastern Time at The Media Center, RiverCenter
Tower Offices, 50 East RiverCenter Boulevard, Covington, Kentucky
or at any adjournment of such Annual Meeting.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE FOLLOWING PROPOSALS:
Authority to elect as directors the following seven (7) nominees:
Candace Kendle, Philip E. Beekman, Christopher C. Bergen, Robert R. Buck,
Timothy M. Mooney, Mary Beth Price AND Charles A. Sanders
____ FOR ____ WITHHOLD AUTHORITY
WRITE THE NAME OF ANY NOMINEE(S) FOR WHOM AUTHORITY TO VOTE IS WITHHELD
-----------------------------------
To amend the Restated and Amended Articles of Incorporation to increase the
number of authorized shares of Common Stock.
____ FOR _______ AGAINST ____ ABSTAIN
Ratify and approve the appointment of PricewaterhouseCoopers LLP as independent
public accountants for 1999.
____ FOR _______ AGAINST ____ ABSTAIN
THIS PROXY WILL BE VOTED AS RECOMMENDED BY THE BOARD OF DIRECTORS UNLESS A
CONTRARY CHOICE IS SPECIFIED.
(This proxy is continued and is to be signed on the reverse side)
The undersigned hereby acknowledges
receipt of the Notice of Annual
Meeting of Shareholders dated April
13, 1999 and the Proxy Statement
furnished therewith. Any proxy
heretofore given to vote said shares
is hereby revoked.
PLEASE DATE, SIGN AND RETURN
PROMPTLY IN THE ENCLOSED ENVELOPE.
Dated: ____________ __, 1999
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(Signature)
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(Signature)
(Important: Please sign exactly as
name appears hereon indicating,
where proper, official position or
representative capacity. In the case
of joint holders, all should sign.)