SCHEDULE 14A
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
(Amendment No.)
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[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
Intelligent Controls, Inc.
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(Name of Registrant as Specified in Its Charter)
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[INCON LOGO]
INTELLIGENT CONTROLS
INTELLIGENT CONTROLS, INC.
NOTICE OF
ANNUAL MEETING OF SHAREHOLDERS
June 2, 2000
Notice is hereby given that the Annual Meeting of Shareholders of
Intelligent Controls, Inc. will be held at the Holiday Inn Express, 352
North Street, Saco, Maine at 10:00 a.m. on Friday, June 2, 2000, to conduct
the following business:
1. To elect the Directors;
2. To ratify the appointment of PricewaterhouseCoopers, LLP as
independent accountants to the Company for the current fiscal
year;
3. To conduct any other business which may lawfully come before said
meeting.
A Proxy Statement describing these proposed actions accompanies this Notice
of Meeting.
Dated at Saco, Maine this 21st day of April, 2000.
INTELLIGENT CONTROLS, INC.
/s/ Gregory S. Fryer
By: Gregory S. Fryer, Clerk
NOTE: ALL SHAREHOLDERS ARE ENCOURAGED TO VOTE, DATE, AND SIGN THE PROXY
CARD ENCLOSED WITH THIS NOTICE AND THE ACCOMPANYING PROXY STATEMENT,
AND TO RETURN THE COMPLETED PROXY CARD IN THE ENVELOPE PROVIDED.
Intelligent Controls, Inc. * PO Box 638 * Saco Maine 04072 *
Tel: (207) 283-0156 * Fax: (207) 286-1439
www. intelcon.com
INTELLIGENT CONTROLS, INC.
74 Industrial Park Road
P.O. Box 638
Saco, Maine 04072
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
To Be Held June 2, 2000
INTRODUCTION
This Proxy Statement is furnished in connection with the solicitation
of proxies by the Board of Directors of Intelligent Controls, Inc. ("INCON"
or the "Company") for use at the 2000 Annual Meeting of Shareholders. The
Meeting will be held at the Holiday Inn Express Hotel, 352 North Street,
Saco, Maine at 10:00 a.m. on Friday,
June 2, 2000.
When properly executed and returned, the enclosed proxy will be voted
in accordance with the choices marked. If no choice is specified, the proxy
will be voted as recommended by the Board of Directors. A proxy may be
revoked at any time before it is voted. Shareholders may revoke their
proxies by delivering written notice to the Clerk of the Company prior to
the vote on a given matter by submitting a later dated proxy at or before
the Meeting, or by voting in person at the Meeting.
The record date for determining shareholders entitled to vote at the
Meeting (and any adjournment thereof) is April 14, 2000. All shareholders
of record as of the close of business on that date will be entitled to cast
one vote per share. This Proxy Statement and the accompanying form of proxy
for the Meeting are first being mailed to shareholders on or around April
21, 2000.
A description of matters to be voted upon is set forth at page 7 of
this Proxy Statement. Certain information concerning share ownership,
management, and compensation appears below.
OWNERSHIP OF COMMON STOCK
As of April 14, 2000, there were 4,739,399 outstanding shares of
Intelligent Controls, Inc. common stock, the Companys only authorized class
of stock. Set forth below, as of such date, is information concerning
beneficial ownership of the Common Stock by directors and executive
officers of the Company and by each other person known to the Company to
beneficially own more than five percent of the outstanding shares. Except
as otherwise noted, all shares are owned directly.
Number of Shares Percent
Name Beneficially Owned of Class
- ---- ------------------ --------
Ampersand Specialty Materials and Chemicals III 1,638,462 34.57%
Limited Partnership and related entities (1)(6)
Charles D. Yie (2)(6) 1,649,462 34.72%
Alan Lukas (3)(6) 1,004,638 21.15%
Paul E. Lukas (4)(6) 376,156 7.93%
Roger E. Brooks (5)(6) 499,923 10.55%
George E. Hissong (7) 22,500
Paul F. Walsh (7) 25,500
Enrique Sales (8) 20,600
All directors and executive officers as a group (9) 3,230,165 66.85%
<FN>
- --------------------
<F1> Ampersand Specialty Materials and Chemicals III Limited Partnership
and Ampersand Special Materials and Chemicals III Companion Fund
Limited Partnership own 1,612,247 and 26,215 shares, respectively.
These limited partnerships are herein referred to collectively as
"Ampersand." The other controlling persons of Ampersand include ASMC-
III MCLP LLP, AMC-III Management Company Limited Partnership, Charles
D. Yie, Richard A. Charpie, Peter D. Parker, and Stuart A. Auerbach.
The address of Ampersand and each controlling person is 55 William
Street, Suite 240, Wellesley, Massachusetts 02181.
<F2> Mr. Yie, a Director of INCON, is a General Partner of ASMC-III MCLP
LLP, which in turn is a controlling person of Ampersand. As a result,
he may be deemed to have beneficial ownership of the shares held by
Ampersand. His ownership also includes 11,000 shares purchasable by
him within the next 60 days under stock options.
<F3> Alan Lukas is a Director and executive officer of INCON. His
ownership includes 897,583 shares owned directly, 10,000 shares
purchasable by him within the next 60 days under a stock option,
66,949 shares owned by his wife, 30,106 shares held in trust for his
child. His address is 74 Industrial Park Road, Saco, Maine 04072.
<F4> Paul Lukas is a non-executive officer of INCON. His ownership
includes 371,156 shares owned directly by him, 5,000 shares
purchasable by him within the next 60 days under a stock option. His
address is 74 Industrial Park Road, Saco, Maine 04072.
<F5> Mr. Brooks is a Director and executive officer of INCON. His
ownership includes 486,923 shares of restricted stock purchased from
the Company upon commencement of employment in May 1998, of which all
but 256,298 shares are currently subject to certain repurchase rights
in favor of the Company, and 13,000 shares acquired by him through
other purchases. See "Restricted Stock Agreement with Mr. Brooks" at
page 5 below. His address is 74 Industrial Park Road, Saco, Maine
04072.
<F6> These persons may be deemed to have beneficial ownership over an
aggregate of 3,530,179 shares (74.08% of the outstanding shares), by
virtue of voting agreements contained in a Stockholders Agreement to
which each of them is a party. See "Stockholders Agreement" at page 6
below.
<F7> Messrs. Hissong and Walsh are non-employee Directors of INCON. Their
ownership includes, respectively, 20,000 and 25,500 shares
purchasable within the next 60 days under stock options.
<F8> Mr. Sales is an executive officer of INCON. His ownership includes
1,850 shares owned directly by him, and 18,750 shares purchasable by
him within the next 60 days under a stock option.
<F9> Includes 92,792 shares purchasable within the next 60 days under
stock options.
</FN>
THE BOARD OF DIRECTORS
The Directors of the Company are elected for one year terms at the
Annual Meeting of Shareholders. Set forth below is biographical information
for each member of the Company's Board of Directors.
ROGER E. BROOKS, age 55, became President, Chief Executive Officer,
and a Director of INCON in May 1998, upon completion of Ampersand's
investment in the Company. From April 1997 until May 1998, he was an
Executive in Residence with Ampersand Ventures. From 1984 to 1996, Mr.
Brooks served as a Director and President/CEO of Dynisco, Inc., an
instrumentation and equipment company. From 1977 to 1984, Mr. Brooks was a
Director, Executive Vice President/COO, and Vice President of Marketing &
Sales of Thermo Electric Co. Inc., a temperature measurement and control
products company. He is a Director of Moldflow Corporation.
ALAN LUKAS, age 49, founded INCON in 1978 and currently serves as its
Vice President of Product Development. He has served as a Director and
Chairman of the Board of the Company since its inception, and served as its
President/CEO until May 1998. Mr. Lukas serves on the University of
Southern Maine Advisory Board for the School of Applied Sciences.
CHARLES D. YIE, age 41, is a General Partner of Ampersand Ventures, a
private equity/venture capital firm. He joined Ampersand Ventures'
predecessor firm in 1985, after having gained experience in systems
engineering and manufacturing at Hewlett-Packard. Mr. Yie currently serves
as a Director or Chairman of a number of companies affiliated with
Ampersand Ventures. He became a Director of INCON in May 1998 and serves as
Secretary and Treasurer of the Company.
GEORGE E. HISSONG, age 63, has been employed since 1989 by Hissong
Development Corporation, where he serves as Chairman and Treasurer. He also
is the owner of Mousam River Campground and President of Stafford Systems,
Inc. From 1978 to 1986, Mr. Hissong was Chairman and President of Energy
Sciences, Inc. He is a Trustee of the Kennebunk Light and Power District
and a Trustee of Goodall Hospital. Mr. Hissong was first elected a Director
of INCON in 1996.
PAUL F. WALSH, age 50, is Chairman and CEO of Clareon Corporation, an
Internet based business to business payment engine. From September 1998
until March 2000, he was chairman and CEO of iDeal Partners and a
predecessor company. From 1995 to September 1998, Mr. Walsh served as
President and Chief Executive Officer of Wright Express Corporation, an
information and financial services company. From January 1990 to February
1995, Mr. Walsh was Chairman of BancOne Investor Services Corporation, a
financial services company. He is a Director of Staples, Inc. and was first
elected a Director of INCON in 1996.
Ampersand, Mr. Brooks, Alan Lukas, Paul E. Lukas, and certain others
are parties to a Stockholders Agreement dated as of May 1, 1998, under
which each has agreed to vote his or its shares of stock (i) to limit the
size of the Company's Board of Directors to five Directors and (ii) to
elect as those Directors Mr. Yie, Mr. Lukas, the Chief Executive Officer
(Mr. Brooks), and one designee each of Ampersand and Mr. Lukas. Other
provisions of the Stockholders Agreement are described below. See
"Stockholders Agreement" at page 6 below.
Messrs. Hissong, Walsh, and Yie each receive director compensation as
follows: (i) cash payments of up to $500 per meeting ($300 per committee
meeting) and (ii) one-time grants of stock options for 20,000 shares each
as of August 14, 1998 at an exercise price of $2.00 per share, which
options vest in 16 equal increments over 4 years on a quarterly basis.
The Board of Directors has appointed a Compensation Committee,
responsible for reviewing the general compensation policies of the Company.
The Committee administers the Company's 1998 Employee Stock Option Plan and
provides assistance on such other compensation-related matters as the Board
or the President may request. The Committee presently consists of Messrs.
Yie, Hissong, and Walsh. The Committee met two times in 1999.
The Board of Directors has appointed an Audit Committee, which
presently consists of Messrs. Yie, Hissong, and Walsh. Its function is to
oversee the work of the Company's Controller and external accountants and
to assure the existence of an effective accounting system. The Committee
met one time in 1999.
The Board of Directors held six meetings in 1999. Each Director was present
at 75% or more of the total number of Board and Committee meetings he was
eligible to attend in 1999.
EXECUTIVE COMPENSATION AND RELATED MATTERS
Set forth below is certain information concerning the compensation of
the only executive officers of the Company who received more than $100,000
in salary and bonus compensation during 1999.
SUMMARY COMPENSATION TABLE
Annual Compensation
------------------------------- All Other
Name Year Salary Bonus Other(1) Compensation(2)
---- ---- ------ ----- -------- ---------------
Roger E. Brooks (3) 1999 $191,827 $ 0 $0 $8,200
President and CEO 1998 $147,198 $48,948 $0 $8,518
Alan Lukas 1999 $123,600 $ 0 $0 $7,803
VP Product Development 1998 $100,150 $27,624 $0 $5,936
and Chairman 1997 $ 84,000 $ 7,262 $0 $6,853
Enrique Sales (4) 1999 $110,000 $ 0 $0 $ 550
VP Sales and Marketing
<FN>
- --------------------
<F1> Exclusive of perquisites of less than $10,000 per year for the named
executive officer.
<F2> Includes $4,200 and $8,518 housing allowance for Mr. Brooks in 1999
and 1998, respectively. Includes Company contributions of $3,090,
$1,223, and $2,140 to Mr. Lukas' account under the 401(k) Plan for
1999, 1998, and 1997, respectively, and $4,000 to Mr. Brooks' and
$550 to Mr. Sales' accounts under the Plan in 1999. Neither Mr.
Brooks nor Mr. Sales was eligible to participate in the Plan before
1999. Also includes Company-paid premiums of $4,713 in each of 1999,
1998, and 1997, under a variable life insurance policy for Mr. Lukas.
The policy has a guaranteed minimum death benefit of $300,000. In the
event of Mr. Lukas' death, the Company would pay over to Mr. Lukas'
estate the net proceeds of the policy, after reimbursement of the
Company's premium cost. In the event of termination of Mr. Lukas'
employment, he would be entitled to ownership of the policy after
reimbursing the Company's premium cost.
<F3> Mr. Brooks became an executive officer of INCON in May 1998. His
salary includes payments made to him as a consultant from February
through April of 1998.
<F4> Mr. Sales became an executive officer of INCON in February 1999.
</FN>
OPTION GRANTS IN LAST FISCAL YEAR
Number of % of Total
Securities Options Granted
Underlying to Employees in Exercise or Expiration
Name Options Granted in Fiscal Year Base Price ($/sh) Date
---- --------------- --------------- ----------------- ----------
Roger E. Brooks 0
Alan Lukas 0
Enrique Sales 5,000 6.9% $2.375 12/20/09
The options to Mr. Sales become fully exercisable after four years, with
one-quarter becoming exercisable after one year, with the remainder vesting
in 12 equal quarterly increments thereafter. Vesting of the options
accelerates in the event of a change in control, as defined. No stock
appreciation rights were granted by the Company in 1999.
EMPLOYMENT AGREEMENT WITH MR. BROOKS
Under his Employment Agreement, Mr. Brooks receives salary at the
base rate of $175,000 per year (subject to cost of living adjustments and
to future salary increases approved by the Board of Directors) and a $600
per month car allowance. Mr. Brooks is also entitled to annual bonuses
through the Company's bonus pool. The Company may terminate Mr. Brooks'
employment at any time, with or without cause. In the event of a
termination without cause, Mr. Brooks will be entitled to between 6 and 12
months' severance compensation, at a rate equal to his then current salary,
plus continued participation in Company health insurance and other benefits
during such period. The term of the agreement runs through June 30, 2000
and will automatically renew for successive one year terms unless either
Mr. Brooks or the Company gives notice to the contrary at least 90 days
before the renewal date. If the Company gives notice of non-renewal prior
to the third anniversary of the agreement, Mr. Brooks will be entitled to
the same severance and benefit arrangements as for a termination without
cause.
RESTRICTED STOCK AGREEMENT WITH MR. BROOKS
In May 1998 INCON sold Mr. Brooks 486,923 shares of common stock at a
price of $3.25 per share. He paid for these shares by delivering a
promissory note for $1,332,500 and cash in the amount of $250,000. The
promissory note from Mr. Brooks bears interest at 5.69% per annum.
Principal and interest under the note become payable in 5 years, except
that Mr. Brooks' payment obligation may be accelerated if his employment
with the Company terminates for any reason. In such event, the note becomes
due within either 90 days or one year, depending on the reason for
termination of employment. The purchased shares serve as collateral for the
note, and are pledged to the Company. Mr. Brooks' personal liability on the
note is limited to $200,000 plus the value of the purchased shares, all of
which shares are pledged to the Company as collateral.
The Company has the right (but not the obligation) to repurchase some
of the shares from Mr. Brooks at the initial purchase price of $3.25 per
share. Initially, the repurchase right extended to all of the shares except
76,923 (representing the number of shares for which Mr. Brooks paid cash at
the time of the purchase). The repurchase right lapses as to 25,625 shares
for every three months of continued employment (representing 1/16th of the
remaining shares); if Mr. Brooks is still employed by the Company on May 1,
2002, the Company's repurchase right will have lapsed entirely. In
addition, the repurchase right will lapse as to 102,500 shares if Mr.
Brooks' employment terminates due to death or disability or if the Company
terminates Mr. Brooks' employment without cause (as defined under his
Employment Agreement). The repurchase right will also lapse in its entirety
in the event of a "change in control" of the Company (as defined).
EMPLOYMENT AGREEMENT WITH MR. LUKAS
Under his Employment Agreement, Mr. Lukas receives salary at the base
rate of $120,000 per year for his services as Vice President for Product
Development (subject to cost of living adjustments and to future salary
increases approved by the Board of Directors) and a $30,000 per year
retainer for his services as Chairman and a Director. Mr. Lukas is also
entitled to annual bonuses through the Company's bonus pool. The Company
may terminate these arrangements with Mr. Lukas at any time, with or
without cause. In the event of a termination by the Company without cause,
Mr. Lukas would be entitled to (i) between 6 and 12 months' severance
compensation, at a rate equal to his then current salary, plus continued
participation in Company health insurance and other benefits during such
period and (ii) continued payment of his $30,000 retainer and health
insurance benefits through June 30, 2003, in return for up to 400 hours of
consulting services to the Company per year.
APOLLO DEVELOPMENT LEASE
The Company leases a 13,000 square foot facility from a corporation
owned in part by Alan Lukas. This facility is used primarily for corporate
office space. The lease expires November 1, 2003 and is renewable, at the
Company's option, for an additional one-year term. The Company also has the
right to purchase this facility in 2003 at its then fair market value,
subject to a specified minimum price of $550,000. The current rent is
approximately $69,000 per year (exclusive of utilities, taxes, and
insurance, and before application of a $5,400 per year credit for certain
improvements paid for by the Company) and is subject to an automatic
increase of 3% per year. The Company believes that the rent under this
lease is reasonable in relation to prevailing rents for comparable
industrial or commercial space. Presently, the rental payments on the
building exceed the landlord corporation's monthly payments on its
underlying mortgage loan; Alan Lukas' profits from this arrangement
currently amount to less than $5,000 per year.
AMPERSAND INVESTMENT AGREEMENT
The Company is a party to an Investment Agreement with Ampersand
Specialty Materials and Chemicals III Limited Partnership and Ampersand
Specialty Materials and Chemicals III Companion Fund Limited Partnership,
which in May 1998 purchased a total of 1,638,462 shares of INCON common
stock from the Company at a price of $3.25 per share (an aggregate purchase
price of $5,325,001). The agreement provides Ampersand a right of first
refusal on future sales of INCON stock to third parties, and provides
Ampersand and Mr. Brooks with rights to require registration of their
shares to permit resales of stock by them. Under the agreement, Ampersand
and Mr. Brooks also have a right (the "put" right) to require the Company
to repurchase their shares. This right is triggered if (i) the Company
receives a bona fide offer from an unaffiliated third party to acquire
INCON in a transaction that values the common stock at more than $10 per
share and (ii) Ampersand endorses the offer but the Company declines to
accept the offer. The Company would thereafter be required to purchase the
stock of Ampersand and Mr. Brooks at a price equivalent to the third
party's offer.
STOCKHOLDERS AGREEMENT
The Company, Ampersand, Mr. Brooks, Alan Lukas, Paul E. Lukas, and
certain related parties have entered into a Stockholders Agreement
restricting the voting and transfer of shares of INCON common stock owned
by each. The shares owned by these stockholders currently represents
approximately 70% of the outstanding INCON stock.
The stockholders who are parties to the Stockholders Agreement have
agreed to vote their shares (i) to limit the size of the Company's Board of
Directors to five Directors and (ii) to elect as those Directors Mr. Yie,
Alan Lukas, the Chief Executive Officer (Mr. Brooks), and one designee each
of Ampersand and Alan Lukas. These stockholders have also agreed to vote
their shares in such a way that Ampersand will be able to block certain
significant transactions opposed by it, such as financing transactions
exceeding $5 million or a merger or other sale of the Company. In the event
the "put" right of Ampersand and Mr. Brooks is triggered as described
above, these stockholders agree to vote their shares in such a way as to
increase the size of the Board of Directors by two Directors, and to elect
two nominees of Ampersand to fill those positions. Moreover, for a period
of five years, these stockholders agree not to make open-market purchases
of INCON common stock and not to initiate or assist in proxy solicitations,
except with prior written consent from INCON's Board of Directors. These
stockholders have also granted each other certain rights of first refusal
to purchase shares that a stockholder proposes to sell to a third party;
and to grant each other certain co-sale rights to participate in sales of
stock to a third party.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Under Section 16(a) of the Securities Exchange Act of 1934, certain
persons associated with the Company (Directors, executive officers and
beneficial owners of more than 10% of the outstanding common stock) are
required to file with the Securities and Exchange Commission and the
Company various reports disclosing their ownership of Company securities
and changes in such ownership. To the Company's knowledge, all requisite
reports in 1999 were filed in a timely manner, except one Form 3 report for
Mr. Sales which was filed late.
SUMMARY OF ACTIONS TO BE TAKEN
Set forth below is a summary of matters to be voted upon by
shareholders at the Meeting. The Company has been advised that Ampersand
and each of the Directors of the Company intend to vote their shares in
favor of these matters, in which case each matter will receive a vote
sufficient to assure its approval.
ELECTION OF DIRECTORS
The Company's Articles of Incorporation provide for a Board of
Directors of not fewer than three nor more than nine members, as from time
to time determined by resolution of the Board of Directors or by the
shareholders. Directors are elected at each Annual Meeting of Shareholders
for one-year terms.
A resolution will be offered at the Meeting to establish the number
of Directors at five and to re-elect the following five persons as
Directors:
Alan Lukas, George E. Hissong, Paul F. Walsh,
Charles D. Yie, and Roger E. Brooks
The foregoing individuals have each consented to be named as nominees and
to serve as Directors if elected. Biographical information concerning these
individuals appears at page 3 above.
The Company's Articles of Incorporation allow for cumulative voting
in the election of Directors. A shareholder may require cumulative voting
by giving the Company notice of his or her intention to do so. Notice must
be received prior to voting on Directors. Under cumulative voting, each
holder has the right to as many votes as equals the number of Directors to
be elected, multiplied by the number of shares owned by such holder. The
effect of cumulative voting would be to ensure that the holders of more
than one-sixth of the outstanding shares could (by cumulating their votes)
elect at least one of five Directors of the Company.
Regardless of whether votes are to be cumulated, each Director
position will be filled by plurality vote. Abstentions and broker non-votes
will not affect the tally of votes cast in the election. (A broker non-vote
occurs when a broker, or other fiduciary, votes on at least one matter but
lacks authority to vote on another matter.)
The Board of Directors recommends a vote "for"
the election of each of the nominees listed above.
RATIFICATION OF ACCOUNTANTS
The shareholders will be asked to ratify the re-appointment of
PricewaterhouseCoopers LLP as the Company's independent accountants for
fiscal 2000. PricewaterhouseCoopers is one of the largest accounting firms
in the United States and has substantial experience in auditing financial
statements of public companies. One or more representatives of
PricewaterhouseCoopers will be present at the Meeting, will have an
opportunity to make a statement to the Meeting if they desire to do so, and
will be available to respond to appropriate questions.
The Board of Directors recommends a vote "for"
ratification of the appointment of PricewaterhouseCoopers LLP.
OTHER MATTERS
All expenses of this solicitation will be borne by the Company. No
person will receive any additional compensation for soliciting proxies from
any shareholder. In addition to use of the mails, proxies may be solicited
directly, or by telephone or other means, by Company employees. The Company
will reimburse brokerage firms, custodians, nominees, and fiduciaries in
accordance with American Stock Exchange rules for the reasonable expenses
of forwarding proxy materials to beneficial owners.
At the date of this Proxy Statement, Management knows of no other
matters that are to be brought before the Meeting. However, if any matters
other than those set forth in the accompanying Notice should properly come
before the Meeting, the persons named in the enclosed proxy will vote the
proxies on such matters in their discretion.
To be eligible for inclusion in the proxy materials for the 2001
Annual Meeting, a shareholder proposal must be received by the Company in
proper written form by December 22, 2000. Any such proposals should be
addressed to the attention of the Board of Directors.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Gregory S. Fryer
Gregory S. Fryer, Clerk
INTELLIGENT CONTROLS, INC.
PROXY
(Solicited by the Board of Directors)
The undersigned appoints Alan Lukas and Roger E. Brooks, or either of them,
proxies with full power of substitution, to represent and vote all shares
of Common Stock of Intelligent Controls, Inc. held by the undersigned, at
the Annual Meeting of Shareholders to be held June 2, 2000, or any
adjournment thereof.
1. TO FIX THE NUMBER OF DIRECTORS AT FIVE AND TO ELECT THE FOLLOWING
NOMINEES TO THE BOARD OF DIRECTORS:
Alan Lukas, Roger E. Brooks, George E. Hissong,
Paul F. Walsh, Charles D. Yie
(To withhold authority for one or more nominees,
cross out his name or their names)
2. TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS
INDEPENDENT ACCOUNTANTS TO THE COMPANY FOR THE 2000 FISCAL YEAR
[ ] FOR [ ] AGAINST [ ] ABSTAIN
3. In their discretion, upon such other matters as may properly come
before the Meeting.
This proxy, when properly executed, will be voted in the manner directed
hereby by the undersigned shareholder. If no direction is made, this proxy
will be voted "FOR" the nominated directors and "FOR" proposal 2. The
undersigned hereby revokes any proxy previously given and acknowledges
receipt of the Notice of, and Proxy Statement for, the aforesaid Meeting.
Dated: _____________________, 2000
________________________________
Signature
________________________________
Signature
Personal representatives, custodians, trustees,
partners, corporate officers, and attorneys-in-fact
should add their titles as such.
PLEASE VOTE AND DATE THIS PROXY, SIGNING IT AS YOUR NAME APPEARS ABOVE AND
RETURN THE PROXY IN THE ENVELOPE PROVIDED.