SCHEDULE 14A
SCHEDULE 14A INFORMATION
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Meridian Diagnostics, Inc.
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MERIDIAN DIAGNOSTICS, INC.
3471 River Hills Drive
Cincinnati, Ohio 45244
Notice of Annual Meeting
and Proxy Statement
Dear Shareholder:
Our annual shareholders' meeting will be held at 3:00 p.m. on January 20, 2000
at The Phoenix, 812 Race Street, Cincinnati, Ohio. We hope you will attend. At
the meeting, you will hear a report on our operations and have a chance to meet
your directors and executives.
This booklet includes the formal notice of the meeting and the proxy statement.
The proxy statement tells you more about the agenda and procedures for the
meeting. It also describes how the Board operates and gives personal information
about our director candidates.
We want your shares to be represented at the meeting. I urge you to complete,
sign, date, and return your proxy card promptly in the enclosed envelope.
Sincerely yours,
/s/ William J. Motto
William J. Motto
Chairman of the Board
December 16, 1999
NOTICE OF ANNUAL MEETING
OF
SHAREHOLDERS OF MERIDIAN DIAGNOSTICS, INC.
Time:
3:00 p.m., Eastern Time
Date:
January 20, 2000
Place:
The Phoenix
812 Race Street
Cincinnati, Ohio
Purpose:
- Elect directors
- Ratify appointment of Arthur Andersen LLP as the Company's independent
public accountants for fiscal year 2000 .
- Conduct other business if properly raised
Only shareholders of record on December 3, 1999 may vote at the meeting.
The approximate mailing date of this Proxy Statement and accompanying Proxy Card
is December 17, 1999.
Your vote is important. Please complete, sign, date, and return your proxy card
promptly in the enclosed envelope.
/s/ Gerard Blain
Gerard Blain
Secretary
December 16, 1999
TABLE OF CONTENTS
Page
GENERAL INFORMATION...........................................................1
ELECTION OF DIRECTORS.........................................................1
RATIFICATION OF APPOINTMENT OF ACCOUNTANTS....................................3
DIRECTOR COMPENSATION.........................................................3
BOARD COMMITTEES..............................................................3
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION.......................3
PRINCIPAL SHAREHOLDER.........................................................4
DIRECTORS AND EXECUTIVE OFFICERS..............................................5
SECTION 16 BENEFICIAL OWNERSHIP REPORTING COMPLIANCE..........................6
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION...................6
SUMMARY COMPENSATION TABLE....................................................6
OPTION GRANTS IN LAST FISCAL YEAR.............................................7
FISCAL 1999 OPTION EXERCISES AND FISCAL YEAR-END OPTION VALUES................7
PERFORMANCE GRAPH.............................................................8
SHAREHOLDER PROPOSALS FOR NEXT YEAR...........................................9
QUESTIONS?....................................................................9
GENERAL INFORMATION
Who may vote
Shareholders of Meridian, as recorded in our stock register on December 3, 1999,
may vote at the meeting. As of that date, Meridian had 14,585,081 shares of
Common Stock outstanding.
How to vote
You may vote in person at the meeting or by proxy. We recommend you vote by
proxy even if you plan to attend the meeting. You can always change your vote at
the meeting.
How proxies work
Meridian's Board of Directors is asking for your proxy. Giving us your proxy
means you authorize us to vote your shares at the meeting in the manner you
direct. You may vote for all, some, or none of our director candidates.
You may also vote for or against the other proposals or abstain from voting.
If you sign and return the enclosed proxy card but do not specify how to vote,
we will vote your shares in favor of our director candidates and in favor of the
ratification of Arthur Andersen LLP as the Company's independent public
accountants for fiscal year 2000.
You may receive more than one proxy or voting card depending on how you hold
your shares. Shares registered in your name are covered by one card. And if you
hold shares through someone else, such as a stockbroker, you may get material
from them asking how you want to vote.
Revoking a proxy
You may revoke your proxy before it is voted by submitting a new proxy with a
later date, by voting in person at the meeting, or by notifying Meridian's
Secretary in writing at the address under "Questions?" on page 9.
Quorum
In order to carry on the business of the meeting, we must have a quorum. This
means at least a majority of the outstanding shares eligible to vote must be
represented at the meeting, either by proxy or in person.
Votes needed
The five director candidates receiving the most votes will be elected to fill
the seats on the Board. Approval of the other proposal requires the favorable
vote of a majority of the votes cast. Only votes for or against a proposal
count. Abstentions and broker non-votes count for quorum purposes but not for
voting purposes. Broker non-votes occur when a broker returns a proxy card but
does not have authority to vote on a particular proposal.
Other Matters
Any other matters considered at the meeting, including adjournment, will require
the affirmative vote of a majority of shares voting.
Voting by Proxy
All proxies properly signed will, unless a different choice is indicated, be
voted "FOR" the election of all nominees for Directors proposed by the Board of
Directors and "FOR" ratification of the selection of independent public
accountants.
If any other matters come before the meeting or any adjournment, each proxy will
be voted in the discretion of the individuals named as proxies on the card.
ELECTION OF DIRECTORS
(Item 1 on the Proxy Card)
The Board has nominated the director candidates named below.
The Board of Directors oversees the management of the Company on your behalf.
The Board reviews Meridian's long-term strategic plans and exercises direct
decision-making authority in key areas, such as choosing the Chief Executive
Officer, setting the scope of his authority to manage the company's business day
to day, and evaluating management's performance.
The Board is nominating for reelection all of the following current directors:
James A. Buzard, John A. Kraeutler, Gary P. Kreider, William J. Motto and Robert
J. Ready.
Proxies solicited by the Board will be voted for the election of these nominees.
All directors elected at the Annual Meeting will be elected to hold office until
the next annual meeting. In voting to elect directors, shareholders are entitled
to cumulate their votes and to give one candidate a number of votes equal to the
number of directors to be elected multiplied by the number of shares held by the
shareholder, or to distribute their votes on the same principle among as many
candidates as the shareholder sees fit. In order to invoke cumulative voting,
notice of cumulative voting must be given in writing by a shareholder to the
President, a Vice President or the Secretary of Meridian not less than 48 hours
prior to the Annual Meeting. The proxies solicited include discretionary
authority to cumulate their votes.
Three of our five nominees are not Meridian employees. Only non-employee
directors serve on Meridian's Audit and Compensation committees. All Meridian
directors are elected for one-year terms. Personal information on each of our
nominees is given below.
Board meetings last year: 5
Actions in writing last year: 0
If a director nominee becomes unavailable before the election, your proxy card
authorizes us to vote for a replacement nominee if the Board names one.
Nominees receiving the highest number of votes cast for the positions to be
filled will be elected.
The Board recommends you vote FOR each of the following candidates:
James A. Buzard, Ph.D. James A. Buzard, Ph.D. serves as Chairman of the
Age 72 Compensation Committee. From March 1981 until December
Director since 1990 1989, he was Executive Vice President of Merrell Dow
Pharmaceuticals Inc. From December 1989 until his
retirement in February 1990, he was Vice President of
Marion Merrell Dow, Inc. He has been a business
consultant since February 1990.
- --------------------------------------------------------------------------------
John A. Kraeutler John A. Kraeutler has more than 20 years of experience
Age 51 in the medical diagnostics industry and joined the
Director since 1997 Company as Executive Vice President and Chief Operating
Officer in January 1992. In July 1992, Mr. Kraeutler
was named President of the Company. Before joining
Meridian, Mr. Kraeutler served as Vice President,
General Manager for a division of Carter-Wallace, Inc.
Prior to that, he held key marketing and technical
positions with Becton, Dickinson and Company and
Organon, Inc.
- --------------------------------------------------------------------------------
Gary P. Kreider, Esq. Gary P. Kreider has been a Senior Partner of the
Age 61 Cincinnati law firm of Keating, Muething & Klekamp,
Director since 1991 P.L.L., counsel to the Company since 1975. He is also
an Adjunct Professor of Law in securities at the
University of Cincinnati College of Law.
- --------------------------------------------------------------------------------
William J. Motto William J. Motto has more than 25 years of experience in
Age 58 the pharmaceutical and diagnostics products industries,
Director since 1977 is a founder of the Company and has been Chairman of the
Board since 1977. Before forming the Company, Mr. Motto
served in various capacities for Wampole Laboratories,
Inc., Marion Laboratories, Inc. and Analytab Products,
Inc., a division of American Home Products Corp.
- --------------------------------------------------------------------------------
Robert J. Ready Robert J. Ready serves as Chairman of the Audit Committee.
Age 59 In 1976, Mr. Ready founded LSI Industries, Inc.,
Director since 1986 Cincinnati, Ohio, which engineers, manufactures and
markets commercial/industrial lighting and graphics
products, and has served as its President and Chairman of
its Board of Directors since that time.
- --------------------------------------------------------------------------------
RATIFICATION OF APPOINTMENT OF ACCOUNTANTS
(Item 2 on the Proxy Card)
Although not required, the Board is seeking shareholder ratification of its
selection of Arthur Andersen LLP as the Company's independent public accountants
for fiscal 2000. An affirmative vote of a majority of shares voting at the
meeting is required for ratification. If ratification is not obtained, the Board
intends to continue the employment of Arthur Andersen LLP at least through
fiscal 2000. Representatives of Arthur Andersen LLP are expected to be present
at the Shareholders' 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.
DIRECTOR COMPENSATION
Non-employee directors of Meridian receive $12,000 per year for serving as a
director and as members of committees of the Board. They also receive $1,000 for
each director or committee meeting attended, except if a committee meeting
occurs on the same day as a directors' meeting and then the committee meeting
fee is $800. They receive $500 for each director or committee meeting held by
telephone. Committee chairmen receive an additional $500 for each committee
meeting held. Each non-employee director is also granted a non-qualified option
to purchase 2,317 shares of Common Stock at the time of election or re-election
to the Board of Directors, with the exercise price being the closing sale price
reported immediately prior to the date of grant. Directors who are employees of
Meridian are not separately compensated for serving as directors.
BOARD COMMITTEES
The Board appoints committees to help carry out its duties. In particular, Board
committees work on key issues in greater detail than would be possible at full
Board meetings. Each committee reviews the results of its meetings with the full
Board. The Board of Directors does not have a nominating committee or executive
committee.
The Audit Committee is responsible for reviewing the Company's internal
accounting operations. It also recommends the employment of independent
accountants and reviews the relationship between the Company and its outside
accountants.
Committee members: Messrs. Buzard, Kreider and
Ready (Chairman).
Meetings last year: 4
Actions in writing last year: 0
The Compensation Committee is responsible for establishing compensation for
management and administering the Company's stock option plans.
Committee members: Messrs. Buzard (Chairman),
Kreider and Ready.
Meetings last year: 3
Actions in writing last year: 4
COMPENSATION COMMITTEE REPORT ON EXECUTIVE
COMPENSATION
Report of the Compensation Committee
The Compensation Committee is charged with establishing compensation for
executive officers through the establishment of salaries and bonus plans as well
as making bonus awards and awarding stock options.
At a meeting held September 17, 1998, the Committee set salaries for executive
officers for fiscal 1999. In establishing these salaries, the Committee reviewed
background information showing the fiscal 1998 compensation for Meridian's
executives, along with comparisons of certain peer companies as well as
comparisons with the instruments and biomedical equipment and supply group. This
process allowed increases to be tied more to the executives' responsibilities,
development and contributions to Meridian's operations. The salary of the Chief
Executive Officer, Mr. Motto, was determined in the same manner.
At a meeting held November 17, 1999, the Committee reviewed the bonus plan
adopted for fiscal 1999 and confirmed the award of bonuses pursuant to the plan
since the earnings targets set in the plan were achieved. The Committee also
awarded special bonuses of $25,000 each to Messrs. Blain, Eberly, Kraeutler and
Motto reflecting their extraordinary efforts in the acquisition of Gull
Laboratories. The Committee also established a bonus plan for fiscal 2000. This
plan calls for the award of bonuses if designated net earnings levels are met.
The amount of each bonus is determined by multiplying base compensation by
percentages keyed to earnings levels, and then applying a personal achievement
multiplier to that result. The methodology of this plan is the same as employed
in the past several years. At other meetings during fiscal 1999, the Committee
awarded options from the Company's previously approved Stock Option Plan
reflecting its view of the importance of particular executives to the Company's
future performance.
Compensation Committee of
the Board of Directors
James A. Buzard, Chairman
Gary P. Kreider
Robert J. Ready
PRINCIPAL SHAREHOLDER
The following person is the only shareholder known by the Company to own
beneficially 5% or more of its outstanding Common Stock as of December 3, 1999:
Amount and Nature of Percent
Name of Beneficial Owner Beneficial Ownership of Class
- ------------------------ -------------------- --------
William J. Motto 4,634,936 31.7%
The business address of Mr. Motto is 3471 River Hills Drive, Cincinnati, Ohio
45244.
Mr. Motto is a party to an agreement with Jerry L. Ruyan and Meridian pursuant
to which he must offer his shares for sale to Meridian, and if it declines to
purchase, to Mr. Ruyan, based on the current market price, if he desires to sell
more than 1% of Meridian's Common Stock in any three-month period.
The shares of Common Stock reported as beneficially owned by Mr. Motto include
706,399 shares held by his three children as trustees of various trusts, 51,646
shares held by the William J. Motto Family Charitable Remainder Unitrust and
13,300 shares subject to options exercisable within 60 days.
DIRECTORS AND EXECUTIVE OFFICERS
This table lists the executive officers and directors of Meridian and shows how
much common stock each owned on December 3, 1999.
Common Stock
Beneficially Owned
-------------------------
Name and Age Position Amount1 Percentage
------------ -------- --------- ----------
William J. Motto Chairman of the Board of Directors, 4,634,9362 31.7%
58 Chief Executive Officer
John A. Kraeutler President, Chief Operating Officer 155,325 *
51 and Director
Gerard Blain3 Executive Vice President, Chief 48,645 *
59 Financial Officer and Secretary
Antonio A. Interno4 Senior Vice President 365,885 2.5%
49
Richard L. Eberly5 Vice President, Sales and Marketing 13,050 *
38
Kenneth J. Kozak6 Vice President, Research and 1,072 *
45 Development
James A. Buzard, Ph.D.7 Director 21,759 *
72
Gary P. Kreider7 Director 37,2618 *
61
Robert J. Ready7 Director 24,464 *
59
---------
All Executive Officers and 5,302,397 35.5%
Directors as a Group
<FN>
1. Includes options exercisable within 60 days from Mr. Motto of 13,300
shares, Mr. Kraeutler of 150,973 shares, Mr. Blain of 46,210 shares,
Mr. Interno of 51,866 shares, Mr. Eberly of 12,750 shares, Mr. Buzard
of 20,507 shares, Mr. Kreider of 13,904 shares, Mr. Ready of 23,014
shares and Mr. Kozak of 1,072 shares.
2. See description of Common Stock ownership contained under "Principal
Shareholder."
3. Gerard Blain joined the Company as Vice President and Chief Financial
Officer on March 1, 1994. He was elected Secretary in April 1996. Prior
to joining the Company, Mr. Blain was Vice President and Controller of
Marion Merrell Dow, Inc. Mr. Blain had been with Marion Merrell Dow,
Inc. and its predecessor companies since 1966. Mr. Blain also holds
Meridian debentures convertible into 621 shares.
4. Antonio A. Interno was appointed as a Vice President in August 1991 and
appointed a Senior Vice President in September 1997. He has been
Managing Director of the Company's European subsidiary, Meridian
Diagnostics Europe since February 1990. Prior to that time, he was the
marketing manager for Diagnostics International Distribution SPA, a
major Italian diagnostics distributor.
5. Richard L. Eberly was appointed Vice President of Sales and Marketing
on January 10, 1997. He has over 12 years of experience in the medical
diagnostic industry and joined the Company in January 1995. Prior to
his appointment to Vice President of Sales and Marketing, Mr. Eberly
served as the Director of Sales for the Company. Before joining
Meridian he held key sales and marketing positions at Abbott
Diagnostics.
6. Kenneth J. Kozak joined the Company in October 1987 and was appointed
Vice President, Research and Development, on May 17, 1999. Prior to
this appointment, Mr. Kozak served as Director of Product Development
for the Company. Before joining Meridian, Mr. Kozak held a variety of
positions at the University of Cincinnati College of Medicine.
7. Audit Committee Member and Compensation Committee Member.
8. Includes 145 shares held directly by his wife and 9,564 shares held by
trusts of which Mr. Kreider is trustee and a beneficiary. Mr. Kreider
also holds Meridian debentures convertible into 1,491 shares.
* Less than one percent.
</FN>
SECTION 16 BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16 of the Securities Exchange Act of 1934 requires the Company's
executive officers, directors and persons who own more than ten percent of a
registered class of the Company's equity securities to file reports of ownership
and changes in ownership. Based on a review of the copies of such forms received
by it, the Company believes that during the last fiscal year, all of its
executive officers, directors and ten percent stockholders complied with the
Section 16 reporting requirements. COMPENSATION COMMITTEE INTERLOCKS AND INSIDER
PARTICIPATION
Gary P. Kreider, who is a member of the Compensation Committee, is a senior
partner of Keating, Muething & Klekamp, P.L.L., Cincinnati, Ohio, a law firm
that provided legal services to Meridian in fiscal 1999.
SUMMARY COMPENSATION TABLE
Annual Compensation
-------------------------------------------------------
Securities
Name and Underlying All Other
Principal Position Year Salary Bonus Options Compensation1
- --------------------- ---- --------- --------- ---------- -------------
William J. Motto 1999 $ 355,000 $ 144,813 - $ 24,313
Chairman of the Board 1998 338,000 - - 29,312
of Directors, Chief 1997 325,000 - - 20,908
Executive Office
John A. Kraeutler 1999 $ 257,000 $ 111,738 50,000 $ 17,010
President, Chief 1998 245,000 - 50,000 15,635
Operating Officer 1997 235,000 - - 11,463
Gerard Blain 1999 $ 185,000 $87,438 10,000 $14,113
Executive Vice 1998 162,000 - 50,000 23,918
President, Chief 1997 147,000 - - 13,015
Financial Officer
and Secretary
Antonio A. Interno 1999 $ 210,000 $59,527 - $ 0
Vice President 1998 200,000 - 7,000 0
1997 190,700 - - 0
Richard L. Eberly 1999 $ 116,000 $64,150 7,500 $ 18,362
Vice President, Sales 1998 110,000 9,400 10,500 9,719
1997 100,000 - 9,100 4,503
1 Amounts accrued under the Company's Savings and Investment Plan. Also
includes certain education related expenses, professional fees and car
allowances, as well as premiums paid under the Company's Split-Dollar
Insurance Program. The Company maintains a Split-Dollar Insurance Program
for selected individuals. Under this Program, the Company has purchased
insurance policies on the lives of Mr. Motto, Mr. Kraeutler, Mr. Eberly and
Mr. Blain. These individuals are responsible for a portion of the premiums
and the Company pays the remainder. Upon the death of any of these
individuals, the Company will receive that portion of the benefits paid
that equals the premiums paid by the Company on the respective policy. The
beneficiary named by the decedent will receive the remainder of the death
benefits. The premiums paid to the insurer under these policies for the
fiscal years ended September 1999, 1998 and 1997 were $10,411, $15,033, and
$16,166, respectively, for Mr. Motto; $7,058, $5,791 and $6,822,
respectively, for Mr. Kraeutler; $755, $596 and $773, respectively, for Mr.
Eberly; $0, $10,385 and $8,422, respectively, for Mr. Blain.
Todd Motto, the adult son of William J. Motto, is the Director of Business
Development at Meridian Diagnostics, Inc. Todd Motto received $84,835 in
compensation for fiscal 1999.
OPTION GRANTS IN LAST FISCAL YEAR
% of Total
Number of Options Potential Realized Value
Securities Granted to at Assumed Annual
Underlying Employees Rates of Price Appreciation
Options in Fiscal Exercise Price Expiration for Option Term
Name Granted 1999 ($/Per Share) Date 5% 10%
- ----------------- --------- ----------- -------------- ---------- -------- --------
John A. Kraeutler 50,000 38.2% $6.750 10/29/08 $549,752 $875,388
Gerard Blain 10,000 7.6% $6.750 10/29/08 $109,950 $175,078
Richard L. Eberly 7,500 5.7% $6.440 4/19/09 $ 78,676 $125,278
FISCAL 1999 OPTION EXERCISESAND FISCAL YEAR-END OPTION VALUES
Number of Securities Value of Unexercised
Underlying Unexercised In-the-Money Options at
Shares Options at FY-End FY-End
Acquired Value ------------------------- -------------------------
Name on Exercise Realized Exercisable/Unexercisable Exercisable/Unexercisable
---- ----------- -------- ------------------------- -------------------------
William J. Motto 38,625 $96,261 13,300 / 6,700 $0 / $0
John A. Kraeutler - - 150,973 / 51,100 $319,584 / $46,875
Gerard Blain - - 46,210 / 45,000 $35,855 / $10,938
Antonio A. Interno - - 206,568 / 5,250 $1,156,215 / $0
Richard L. Eberly - - 12,750 / 15,775 $1,969 / $11,700
PERFORMANCE GRAPH
The following graph shows the yearly percentage change in Meridian's
cumulative total shareholder return on its Common Stock as measured by dividing
the sum of (A) the cumulative amount of dividends, assuming dividend
reinvestment during the periods presented and (B) the difference between
Meridian's share price at the end and the beginning of the periods presented; by
the share price at the beginning of the periods presented with the Wilshire 5000
Equity Index, a New Peer Group Index and an Old Peer Group Index. The New Peer
Group consists of Biomerica, Inc., Biosite Diagnostics, Inc., Diagnostic
Products Corp., Hemagen Diagnostics, Inc., Hycor Biomedical, Inc., Idexx
Laboratories Corp., Neogen Corp., Quidel Corp., Sybron International and Trinity
Biotech Plc. The Old Peer Group consists of Diagnostic Products Corp., Hycor
Biomedical, Inc. and Immucor, Inc.
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN*
AMONG MERIDIAN DIAGNOSTICS, INC., THE WILSHIRE 5000 EQUITY INDEX,
A NEW PEER GROUP AND AN OLD PEER GROUP
New Old
Meridian Peer Peer Wilshire
Diagnotics, Inc. Group Group 5000
---------------- ----- ----- --------
SEP-94 100 100 100 100
SEP-95 159 162 163 129
SEP-96 267 198 155 153
SEP-97 242 173 128 212
SEP-98 158 164 115 219
SEP-99 171 194 121 278
SHAREHOLDER PROPOSALS FOR NEXT YEAR
The deadline for shareholder proposals to be included in the Proxy
Statement for next year's meeting is August 18, 2000.
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. In order for a notice to be deemed
adequate for the 2001 Annual Shareholders' Meeting, it must be received prior to
November 3, 2000. If there is a change in the anticipated date of next year's
annual meeting or these deadlines by more than 30 days, we will notify you of
this change through our Form 10-Q filings.
QUESTIONS?
If you have questions or need more information about the annual meeting,
write to:
Gerard Blain, Secretary
Meridian Diagnostics, Inc.
3471 River Hills Drive
Cincinnati, Ohio 45244
or call us at (513) 271-3700.
For information about your record holdings call the Fifth Third Bank
Shareholder Services at 1-800-837-2755.
MERIDIAN DIAGNOSTICS, INC.
The undersigned hereby appoints WILLIAM J. MOTTO and GERARD
PROXY BLAIN, or either of them, proxies of the undersigned, each with
FOR the power of substitution, to vote cumulatively or otherwise all
ANNUAL shares of Common Stock which the undersigned would be entitled to
MEETING vote on the matters specified below and in their discretion with
respect to such other business as may properly come before the
Annual Meeting of Shareholders of Meridian Diagnostics, Inc. to
be held on January 20, 2000 at 3:00 P.M. Eastern Time at The
Phoenix, 812 Race Street, Cincinnati, Ohio or any adjournment of
such Annual Meeting.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE FOLLOWING PROPOSALS:
1. Authority to elect as directors the five nominees listed below.
FOR _______ WITHHOLD AUTHORITY _______
JAMES A. BUZARD, JOHN A. KRAEUTLER, GARY P. KREIDER, WILLIAM J. MOTTO
AND ROBERT J. READY
WRITE THE NAME OF ANY NOMINEE(S) FOR WHOM AUTHORITY TO VOTE IS
WITHHELD
2. Ratification of the appointment of Arthur Andersen LLP as independent
public accountants for fiscal 2000.
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)
Date
---------------------------, -------
----------------------------------------
----------------------------------------
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.)
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS