SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission only
(as permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Revised Definitive Proxy Materials
[ ] Soliciting Material Under Rule 14a-12
ILM II LEASE CORPORATION
(Name of Registrant as Specified In Its Charter)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
ILM II LEASE CORPORATION
1750 Tysons Boulevard, Suite 1200
Tysons Corner, Virginia 22102
(888) 257-3550
July 6, 2001
Dear Shareholders:
You are cordially invited to attend the Annual Meeting of Shareholders of
ILM II Lease Corporation, to be held on August 16, 2001 at 1:00 p.m. at the
Holiday Inn - Rosslyn, 1900 N. Ft. Myer Dr., Arlington, Virginia 22209. We hope
that you will be able to attend.
Enclosed you will find a notice setting forth the business to come before
the Annual Meeting, which accompanies our proxy statement, proxy card and our
2000 Annual Report. At this year's Annual Meeting, you are being asked to
consider the election of directors and a proposal to ratify the appointment of
our independent auditors for the current year.
Your Board of Directors unanimously recommends that you vote "FOR" the
election of each of the directors, and "FOR" the ratification of the appointment
of our independent auditors for the current year.
Your vote is very important. Regardless of whether you plan to attend the
meeting in person, your shares should be represented and voted. After reading
carefully the enclosed proxy statement, please complete, sign, date and promptly
return the proxy card in the self-addressed envelope that we have included for
your convenience. No postage is required if it is mailed in the United States.
Should you decide to attend the Annual Meeting in person, your return of the
proxy card before the Annual Meeting will not prevent you from voting your
shares in person at the Annual Meeting.
Sincerely,
ILM II LEASE CORPORATION
/s/Jeffry R. Dwyer
------------------
Jeffry R. Dwyer
President and Secretary
The accompanying proxy statement dated July 6, 2001 is first being mailed to
shareholders on or about July 9, 2001.
ILM II LEASE CORPORATION
1750 Tysons Boulevard, Suite 1200
Tysons Corner, Virginia 22102
(888) 257-3550
Notice of Annual Meeting of Shareholders
--------------------------
Dear Shareholders:
We cordially invite you to attend the Annual Meeting of Shareholders of
ILM II Lease Corporation, to be held at the Holiday Inn - Rosslyn, 1900 N. Ft.
Myer Dr., Virginia 22209 at 1:00 p.m., local time, on August 16, 2001 for the
following important purposes:
1. To elect three directors to hold office until the 2002 Annual Meeting;
2. To ratify the appointment of PricewaterhouseCoopers LLP as independent
auditors for the Company for the current year; and
3. To transact such other business as properly may come before the Annual
Meeting or any adjournment or postponement thereof.
These items of business are described for you in detail in the
accompanying proxy statement. We encourage you to read the proxy statement
carefully and in its entirety.
Only shareholders of record at the close of business on June 29, 2001 are
entitled to notice of and to vote at the Annual Meeting or any adjournment or
postponement thereof. If you choose to attend the Annual Meeting, you may vote
in person even though you have previously returned your proxy card to the
Company.
By Order of Your Board of Directors,
/s/Jeffry R. Dwyer
------------------
Jeffry R. Dwyer
President and Secretary
Tysons Corner, Virginia
July 6, 2001
Whether or not you expect to be present at the Annual Meeting, please
complete, sign, date and return the enclosed proxy card as soon as possible to
ensure your representation at the Annual Meeting. Even if you have returned your
proxy card, you may still vote in person at the Annual Meeting.
TABLE OF CONTENTS
Page
General ......................................................................1
Voting Rights and Outstanding Shares .........................................1
Revocability of Proxies ......................................................2
Terms of Solicitation ........................................................2
Where to Obtain More Information .............................................2
Annual Report ................................................................3
Security Ownership Of Certain Beneficial Owners ..............................3
Section 16(a) Beneficial Ownership Reporting Compliance ......................3
Proposal 1 - Election of Directors ...........................................3
Nominees for Election to Board of Directors ..................................4
Board Meetings During Fiscal Year 2000 .......................................5
Board Committees .............................................................5
Legal Proceedings ............................................................5
Certain Relationships and Related Transactions ...............................5
Compensation of Directors and Executive Officers .............................5
Comparative Stock Performance Graph ..........................................5
Proposal 2 - Ratification Of Independent Auditors ............................7
Disclosure of Auditor Fees ...................................................8
Matters To Be Presented at The 2002 Annual Meeting of Shareholders ...........8
Other Matters ................................................................8
ILM II LEASE CORPORATION
1750 Tysons Boulevard, Suite 1200
Tysons Corner, Virginia 22102
(888) 257-3550
GENERAL
The enclosed proxy is solicited by and on behalf of the Board of Directors
of ILM II Lease Corporation, a Virginia corporation (the "Company") for use at
the Company's Annual Meeting of Shareholders to be held at the Holiday Inn -
Rosslyn, 1900 N. Ft. Myer Dr., Arlington, Virginia 22209, at 1:00 p.m., local
time, on August 16, 2001 (the "Annual Meeting"), or at any adjournment or
postponement thereof, for the purposes set forth herein and in the accompanying
Notice of Annual Meeting. This proxy statement, proxy card and the enclosed 2000
Annual Report were mailed on or about July 9, 2001 to shareholders of record at
the close of business on June 29, 2001 (the "Record Date").
VOTING RIGHTS AND OUTSTANDING SHARES
The Company has only one class of outstanding securities -- common stock,
$0.01 par value (the "Common Stock"). The holders of Common Stock are entitled
to notice and to vote at the Annual Meeting, and the holders of a majority of
the outstanding Common Stock that are present at the Annual Meeting in person or
represented by proxy will constitute a quorum for the transaction of business at
the Annual Meeting. The affirmative vote of a plurality of the shares of Common
Stock voted at the Annual Meeting is required to elect nominees to the Board of
Directors, and the affirmative vote of a majority of the shares of Common Stock
represented at the Annual Meeting is required to effect the other actions set
forth in this proxy statement.
If none of the nominees for director are elected at the Annual Meeting,
the existing members of your Board of Directors will continue to serve until
their successors are duly elected and qualified. Only holders of record of
Common Stock at the close of business on June 29, 2001 are entitled to notice of
and to vote at the Annual Meeting. At the close of business on June 29, 2001,
the Company had 5,180,952 shares of Common Stock outstanding and entitled to
vote. Each share of Common Stock is entitled to one vote on all matters,
including those to be acted upon at the Annual Meeting.
Shares of Common Stock represented at the Annual Meeting but not voted for
or against the proposals contained in this proxy statement, such as abstentions
or "broker non-votes," will be counted in determining a quorum. A "broker
non-vote" means shares represented at the Annual Meeting in person or by proxy
by a broker or nominee where the broker or nominee fails to vote the shares
because it (1) did not receive voting instructions on a particular matter from
the beneficial owners or persons entitled to vote and (2) does not have
discretionary voting power on the matter. If your shares of Common Stock are
held in a brokerage account and you fail to instruct your broker how to vote
your shares, such "broker non-vote" will have no effect on the vote for any
matter scheduled to be considered at the Annual Meeting.
REVOCABILITY OF PROXIES
Any person giving a proxy pursuant to this solicitation has the power to
revoke it at any time before it is voted. It may be revoked by mailing a written
revocation or later-dated, completed and signed proxy card before the Annual
Meeting or by simply attending the Annual Meeting and voting in person. You may
not change your vote by facsimile or telephone.
TERMS OF SOLICITATION
The Company will bear the entire cost of solicitation of proxies,
including the preparation, printing and mailing of this proxy statement, the
proxy card and any additional materials furnished to shareholders. Copies of
solicitation materials will be furnished to banks, brokerage houses,
fiduciaries, nominees and custodians holding in their names shares of Common
Stock beneficially owned by others, for purposes of forwarding such materials to
such beneficial owners. Original solicitation of proxies by mail may be
supplemented by telephone, telegram or personal solicitation by directors and
officers of the Company. No additional compensation will be paid to such
directors and officers for such services.
In addition, the Company has retained D.F. King & Co., Inc. to assist in
soliciting proxies for a fee of $7,500, plus reimbursement of its expenses.
WHERE TO OBTAIN MORE INFORMATION
The mailing address of the Company is 1750 Tysons Boulevard, Suite 1200,
Tysons Corner, Virginia 22102. Notices of revocation of a proxy should be sent
to that address. Questions concerning the Annual Meeting can be answered by
calling the Company's Investor Services Department, toll free, at (888)
257-3550.
The Company is subject to the informational reporting requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith, files reports, proxy statements and other information with
the Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information may be inspected and copied at the public
reference facilities maintained by the Commission at Room 1024, Judiciary Plaza,
450 Fifth Street, N.W., Washington, D.C. 20549, and at the regional offices of
the Commission at 7 World Trade Center, New York, New York 10048, and Northwest
Atrium Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661.
Copies of such materials and information from the Commission can be obtained at
existing published rates from the Public Reference Section of the Commission at
Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549. The
Commission maintains a site on the Internet at http://www.sec.gov that contains
reports, proxy and information statements and other information regarding
registrants that file electronically with the Commission. When requesting such
materials and information from the Commission, please reference the Company's
Commission file number which is "0-25880."
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ANNUAL REPORT
The Company will provide to shareholders, without charge, a copy of the
Company's Annual Report on Form 10-K, as filed with the Commission for the
fiscal year ended August 31, 2000, including the financial statements and
schedules thereto, upon written request to Jeffry R. Dwyer, Secretary of the
Company, at the Company's mailing address: 1750 Tysons Boulevard, Suite 1200,
Tysons Corner, Virginia 22102.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding the ownership
of the Common Stock as of July 6, 2001 by the executive officers and directors
individually and for all executive officers and directors of the Company as a
group.
NUMBER OF SHARES
NAME AND ADDRESS TITLE BENEFICIAL OWNERSHIP PERCENT OF CLASS
- ---------------- ----- -------------------- ----------------
Jeffry R. Dwyer President, Secretary, None N/A
Director and Nominee
for Director
J. William Sharman, Jr. Director and Nominee None N/A
for Director
Julien G. Redele Director and Nominee None N/A
for Director
All Directors and None N/A
Executive Officers
as a group
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Exchange Act requires the executive officers and
directors of the Company, and persons who own more than 10% of a registered
class of the Company's equity securities, to file certain reports of beneficial
ownership and changes in such ownership. Executive officers, directors and 10%
beneficial owners are required by Commission regulations to furnish the Company
with copies of all Section 16(a) reports they file.
To the Company's knowledge, during the fiscal year ended August 31, 2000
(and through the date of this proxy statement), all Section 16(a) filing
requirements applicable to its executive officers, directors and 10% beneficial
owners were complied with.
PROPOSAL 1
ELECTION OF DIRECTORS
At the Annual Meeting three directors are to be elected to the Company's
Board of Directors, each to hold office until the next Annual Meeting of
shareholders and until his successor is duly elected and qualified. Unless
otherwise specified, proxies solicited hereby will
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be voted for the election of the nominees listed below, however, discretionary
authority may be exercised to vote for a substitute. No circumstances are
presently known that would render any nominee listed below unavailable. All of
the nominees are existing members of the Board of Directors.
NOMINEES FOR ELECTION TO BOARD OF DIRECTORS
JEFFRY R. DWYER is President, Secretary and a Director of the Company. Mr.
Dwyer has served as President of the Company since March 9, 1999. Mr. Dwyer has
been a shareholder of the law firm of Greenberg Traurig since June 1997. In May
1997, Greenberg Traurig was retained as outside counsel to the Company and its
affiliates. From 1993 to 1997, Mr. Dwyer was a partner with the law firm of
Akin, Gump, Strauss, Hauer & Feld in the District of Columbia. Prior to joining
Akin, Gump, Mr. Dwyer was a partner with the law firm of Morrison & Foerster LLP
from 1989 to 1993. Mr. Dwyer also presently serves as Secretary and Director of
ILM II Senior Living, Inc. and also as President, Secretary and Director of ILM
I Lease Corporation. Mr. Dwyer has written several law review articles and a
major treatise on real estate financing techniques and has taught Real Estate
Planning as an Adjunct Professor at the Georgetown University Law Center. Mr.
Dwyer graduated from Georgetown University and received his law degree from the
Georgetown University Law Center. Mr. Dwyer is 55 years old.
JULIEN G. REDELE is a Director and served as President of the Company from
July 28, 1998 through March 9, 1999. Mr. Redele is one of the original founders
of SFRE, Inc., a Dutch owned real estate investment and development firm which
has served since 1963 as advisor to Dutch institutional, corporate and
individual investors active in the United States. Mr. Redele serves as a
Director of the Island Preservation Partnership. Mr. Redele attended
Westersingel Business School, Rotterdam, where he studied economics, law and
finance. Mr. Redele also presently serves as Director of ILM I Lease
Corporation. Mr. Redele is 65 years old.
J. WILLIAM SHARMAN, JR. is a Director of the Company and served as
President of the Company from September 18, 1997 through July 28, 1998. Mr.
Sharman also presently serves as a Director of ILM Lease I Corporation. Mr.
Sharman is the Chairman of the Board and CEO of Lancaster Hotels and Resorts,
Inc., a hotel management company and Bayou Equities, Inc. Mr. Sharman served for
ten years as Chairman of the Board and President of the Lancaster Group, Inc., a
real estate development firm based in Houston, Texas, which is the predecessor
of Lancaster Hotel Management, L.C. Mr. Sharman serves as a Director of Small
Luxury Hotels, Ltd. of the United Kingdom, an international hotel marketing and
reservations firm, and also serves on the Board of Trustees of St. Edwards
University in Austin, Texas. Mr. Sharman also presently serves as President and
Director of ILM II Senior Living, Inc. and as Director of ILM I Lease
Corporation, Affiliates of the Company. He has a Bachelor of Science degree from
the University of Notre Dame. Mr. Sharman is 61 years old.
YOUR BOARD OF DIRECTORS RECOMMENDS THAT YOU
VOTE "FOR" THE ELECTION OF EACH OF THE NOMINEES
FOR DIRECTORS TO HOLD OFFICE UNTIL THE 2002
ANNUAL MEETING AND UNTIL EACH SUCH PERSON'S
SUCCESSOR IS DULY ELECTED AND QUALIFIED.
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BOARD MEEETINGS DURING FISCAL YEAR 2000
During fiscal year 2000, the Board of Directors held 14 meetings. No
director attended less than 75% of the meetings of the Board.
BOARD COMMITTEES
The Company has no standing committees of its Board of Directors.
LEGAL PROCEEDINGS
None of the directors or executive officers of the Company have been
involved in any legal or administrative proceedings which are material to an
evaluation of his ability or integrity as a Director or executive officer.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Jeffry R. Dwyer, President, Secretary and Director of the Company, is a
shareholder of Greenberg Traurig, LLP, outside counsel to the Company and its
affiliates since 1997. For the fiscal years ended August 31, 2000 and 1999,
Greenberg Traurig earned fees from the Company of $34,000 and $54,000,
respectively. During the fiscal year ending August 31, 2001, Greenberg Traurig
has earned fees from the Company of approximately $43,000.
Messrs. Sharman and Dwyer are also directors of ILM II Senior Living,
Inc., an affiliate of the Company.
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS
The Company's Directors each receive an annual fee of $12,000 plus $500
for attending in person or telephonically each Board of Directors meeting and
reimbursement for expenses incurred in attending meetings and as a result of
other work performed for the Company. Officers of the Company are not
compensated. Jeffry R. Dwyer is a shareholder of and receives compensation from
Greenberg Traurig, LLP, outside counsel to the Company and its affiliates.
COMPARATIVE STOCK PERFORMANCE GRAPH
The following performance graph compares the cumulative total shareholder
return on the Common Stock for the five-year period ended August 31, 2000 with
the cumulative total returns on the National Association of Real Estate
Investment Trusts' Total Return Index for Mortgage REITs ("NAREIT") and the
Standard and Poor's 500 Stock Index ("S&P 500") over the same period. The
comparison assumes that the value of the investments in the Common Stock, NAREIT
and S&P 500 were $100 at September 1, 1995 and that all dividends were
reinvested. Historical comparisons are not necessarily indicative of future
performance, as the Common Stock has had only limited public trading to date.
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COMPARATIVE 5-YEAR CUMULATIVE TOTAL RETURN
AMONG ILM II LEASE CORPORATION, THE
S&P 500 INDEX AND THE ASSISTED LIVING INDEX
[GRAPHIC OMITTED]
ASSUMES $100 INVESTED ON SEPTEMBER 1, 1995
ASSUMES DIVIDENDS REINVESTED
FISCAL YEAR ENDING AUGUST 31, 2000
1995 1996 1997 1998 1999 2000
---- ---- ---- ---- ---- ----
ILM II Lease 100.00 100.00 500.00 800.00 550.00 350.00
Corporation
AL Index 100.00 138.30 156.10 127.00 81.50 44.70
S&P 500 100.00 118.70 167.00 180.50 252.40 293.60
Note: The Assisted Living Index includes the following public companies
(listed by ticker symbols): ACR, ALF, ALI, BAL, BLCI, CMDCQ, CSU, ESC, RGNT,
SRS and SRZ.
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PROPOSAL 2
RATIFICATION OF INDEPENDENT AUDITORS
Your Board of Directors has designated PricewaterhouseCoopers LLP as the
Company's independent auditors for the ensuing year. Ernst & Young, LLP was the
Company's independent auditor for the fiscal year ended August 31, 2000 and
through June 8, 2001. We do not expect a representative of
PricewaterhouseCoopers or Ernst & Young to be available during the meeting.
On June 8, 2001, your Board of Directors determined that Ernst & Young
should not stand for re-appointment as the Company's independent auditors, and
accordingly, the Company decided that it would not renew Ernst & Young's
engagement for the ensuing year. The Company has engaged PricewaterhouseCoopers
as the Company's new independent auditors.
Ernst & Young's report on the financial statements of the Company for the
fiscal years ended August 31, 2000 and August 31, 1999 did not contain an
adverse opinion or disclaimer of opinion and was not qualified or modified as to
uncertainty, audit scope, or accounting principles.
During the Company's fiscal years ended August 31, 2000 and August 31,
1999, and the subsequent period preceding June 8, 2001, there were no
"disagreements," as that term is defined in Item 304(a)(1)(iv) of Regulation
S-K, between the Company and Ernst & Young on any matter of accounting
principles or practices, financial statement disclosure, or auditing scope or
procedure, which disagreement(s), if not resolved to the satisfaction of Ernst &
Young, would have caused Ernst & Young to refer to the subject matter of the
disagreement(s) in connection with its report on the Company's financial
statements.
During each of the Company's fiscal years ended August 31, 2000 and August
31, 1999, and the subsequent period preceding June 8, 2001, there was no
reportable event, as that term is defined in Item 304(a)(1)(v) of Regulation
S-K, with respect to Ernst & Young.
Effective June 12, 2001, the Company engaged PricewaterhouseCoopers as its
independent auditors. During the Company's two most recently completed fiscal
years, and through June 12, 2001, the Company has not consulted with
PricewaterhouseCoopers as to any matters.
PricewaterhouseCoopers' principal function is to audit the consolidated
financial statements of the Company and in connection with that audit to review
certain related quarterly and other periodic filings with the Commission.
YOUR BOARD OF DIRECTORS RECOMMENDS THAT YOU
VOTE "FOR" RATIFICATION OF THE APPOINTMENT OF
PRICEWATERHOUSECOOPERS LLP TO SERVE AS THE
COMPANY'S AUDITORS FOR THE CURRENT YEAR.
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DISCLOSURE OF AUDITOR FEES
The following is a description of the fees billed to the Company by Ernst
& Young and PricewaterhouseCoopers during the fiscal year ended August 31,
2000 and through the date of this proxy statement:
AUDIT FEES: Ernst & Young billed the Company $53,400 for professional
services rendered in connection with the audit of the Company's annual
financial statements for the year ended August 31, 2000 and the review of
the Company's interim financial statements included in the Company's
Quarterly Reports on Form 10-Q during the fiscal year ended August 31,
2000 and through the date of this proxy statement. PricewaterhouseCoopers
was engaged by the Company on June 12, 2001 and has not yet audited or
reviewed any financial statements of the Company and therefore has not yet
billed the Company for any professional services rendered.
FINANCIAL INFORMATION SYSTEMS DESIGN AND IMPLEMENTATION FEES: Neither
Ernst & Young nor PricewaterhouseCoopers provided advice to the Company
regarding financial information systems design and implementation during
the fiscal year ended August 31, 2000 and through the date of this proxy
statement.
ALL OTHER FEES: Ernst & Young billed the Company $18,000 for professional
services rendered during the fiscal year ended August 31, 2000 and through
the date of this proxy statement. PricewaterhouseCoopers was engaged by
the Company on June 12, 2001 and has not yet rendered any non-audit
professional services to the Company and therefore did not bill any fees
to the Company during the fiscal year ended August 31, 2000 or through the
date of this proxy statement.
The Board of Directors has determined that the matters above do not
compromise the independence of PricewaterhouseCoopers as the Company's
independent accountants.
MATTERS TO BE PRESENTED AT THE 2002 ANNUAL MEETING OF SHAREHOLDERS
Any qualified shareholder wishing to make a proposal to be acted upon at
the next Annual Meeting of Shareholders must submit such proposal, to be
considered by the Company for inclusion in the proxy statement, to the Company
at its principal office, 1750 Tysons Boulevard, Suite 1200, Tysons Corner,
Virginia 22102 not later than January 31, 2002.
OTHER MATTERS
As of the date of this proxy statement, the management of the Company
knows of no matters other than those stated above that are likely to be brought
before the Annual Meeting. However, if any matters not now known come before the
Annual Meeting, the persons named in the enclosed proxy card are expected to
vote the shares represented by such proxy on such matters in accordance with
their best judgment.
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THE COMPANY ENCOURAGES ALL SHAREHOLDERS TO PROMPTLY SIGN AND RETURN THE
ENCLOSED PROXY CARD TO AVOID COSTLY SOLICITATION. YOU CAN SAVE THE COMPANY
CONSIDERABLE EXPENSE BY SIGNING AND RETURNING YOUR PROXY CARD AT ONCE.
By Order of Your Board of Directors,
/s/Jeffry R. Dwyer
------------------
Jeffry R. Dwyer
President and Secretary
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Form of Proxy
-------------
ILM II LEASE CORPORATION
1750 Tysons Boulevard, Suite 1200
Tysons Corner, Virginia 22102
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF THE SHAREHOLDERS
The undersigned hereby appoints Jeffry R. Dwyer and J. William Sharman,
Jr., or either of them, as attorneys-in-fact and proxies to vote all shares of
common stock, $0.01 par value, of ILM II Lease Corporation, a Virginia
corporation which are outstanding and issued in the name of the undersigned and
which the undersigned is entitled to vote at the Annual Meeting of Shareholders
to be held on August 16, 2001 at 1:00 p.m. local time, at the Holiday Inn -
Rosslyn, 1900 N. Ft. Myer Dr., Arlington, Virginia 22209 and any postponement or
adjournment thereof. The undersigned hereby instructs and authorizes these
attorneys-in-fact to vote the shares as indicated on the reverse side of this
proxy.
The shares represented by this proxy will be voted in accordance with the
instructions contained on the reverse side. If no instructions are given, the
shares will be voted "FOR" approval of the matters to be voted on at the Annual
Meeting, as fully described in the Notice of the Annual Meeting of Shareholders
and accompanying proxy statement, which the undersigned has received together
with a form of proxy.
If there is proposed any adjournment or postponement of the Annual Meeting
to permit further solicitation of proxies with respect to approval of the
matters to be voted on thereat, the shares will be voted "FOR" adjournment or
postponement if the shares represented by this proxy were to be voted "FOR"
approval of the matters to be voted on thereat (including if there were no
specifications), and "AGAINST" adjournment or postponement if the shares
represented by this proxy were to be voted "AGAINST" approval of the matters to
be voted on thereat.
(Continued and to be signed on reverse side)
................................................................................
FOLD AND DETACH HERE
YOUR BOARD OF DIRECTORS UNANIMOUSLY HAS DETERMINED
THAT THE BELOW MATTERS ARE IN YOUR BEST INTERESTS AND
RECOMMENDS THAT YOU VOTE "FOR" THE DIRECTOR
NOMINEES IN PROPOSAL 1 AND "FOR" PROPOSAL 2.
Please mark your vote as indicated in the example: /X/
1. A VOTE TO ELECT THREE DIRECTORS TO HOLD OFFICE UNTIL THE 2002 ANNUAL MEETING:
01 - Jeffry R. Dwyer, 02 - J. William Sharman, Jr., 03 - Julien G. Redele
/ / For All Nominees
/ / Withhold All Nominees
/ / Withhold Authority To Vote For Any Individual
Nominee.
Write Number(s) of Nominees Below:
_____________ (Use Number Only)
FOR AGAINST ABSTAIN
2. Ratification of the appointment of
PricewaterhouseCoopers LLP as the
independent auditors for the Company
for the current year. / / / / / /
3. To transact such other business as may
properly be presented at the Annual Meeting
or any adjournment or postponement thereof. / / / / / /
WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING YOU ARE URGED TO COMPLETE,
DATE, SIGN AND PROMPTLY MAIL THIS PROXY CARD IN THE ENCLOSED SELF-ADDRESSED,
PREPAID RETURN ENVELOPE SO THAT YOUR SHARES CAN BE REPRESENTED AT THE ANNUAL
MEETING. THIS PROXY MAY BE REVOKED PRIOR TO ITS USE. PLEASE DATE, SIGN AND MAIL
THIS PROXY CARD IN THE ENCLOSED ENVELOPE.
SIGNATURE(S) OF SHAREHOLDER(S) ___________________________
DATED _________________________
Please sign exactly as name appears hereon. When shares are held by joint
tenants, both should sign. When signing as attorney, executor, administrator,
trustee or guardian, please give full title as such. If a corporation, please
sign in full corporate name by president or other authorized officer. If a
partnership, please sign in partnership name by authorized person.
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