SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A)
OF THE SECURITIES EXCHANGE ACT OF 1934
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The Vermont Teddy Bear Co., Inc.
(Name of Registrant as Specified In Its Charter)
The Vermont Teddy Bear Co., Inc.
(Name of Person(s) Filing Proxy Statement)
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The Vermont Teddy Bear Co., Inc.
Notice of 1998 Annual Meeting of Shareholders
and
Proxy Statement
The Vermont Teddy Bear Co., Inc.
Notice of Annual Meeting of Stockholders
The Annual Meeting of the Stockholders of The Vermont Teddy Bear
Co., Inc. will be held at 10:00 a.m. EST on Thursday, January 7, 1999,
at the Company's retail/manufacturing facility, 6655 Shelburne Road,
Route Seven, Shelburne, Vermont, for the following purposes:
1. To elect six (6) individuals to the Company's Board of
Directors for the ensuing year.
2. To ratify the selection of Arthur Andersen LLP as the
Company's independent public accountants for the 1999 fiscal year.
3. To transact such other business that may properly come before
the meeting or adjournment thereof.
BY ORDER OF THE BOARD OF DIRECTORS
Spencer C. Putnam, Secretary
Shelburne, Vermont
October 27, 1998
The Vermont Teddy Bear Co., Inc.
6655 Shelburne Road
Post Office Box 965
Shelburne, Vermont 05482
October 27, 1998
Proxy Statement
Annual Meeting of Stockholders
To Be Held January 7, 1999
This proxy statement is furnished to the stockholders of The
Vermont Teddy Bear Co., Inc. (the "Company"), a New York corporation, in
connection with the Annual Meeting of Stockholders of the Company to be
held at 10:00 a.m. on Thursday, January 7, 1999, at the Company's
retail/manufacturing facility located at 6655 Shelburne Road, Route
Seven, Shelburne, Vermont.
The enclosed proxy card is furnished by the Company. This proxy is
being solicited by the Company's Board of Directors for use at the
Annual Meeting or at any adjournment thereof. A proxy duly executed and
returned by a stockholder will be voted as directed by the proxy, and,
if no choice is specified, the proxy will be voted in accordance with
the recommendations of the Board of Directors contained herein. As to
other matters, if any, to be voted upon, the persons named in the
proxy will take such action as the Board of Directors may deem
advisable.
All expenses of soliciting proxies are being borne by the Company.
It is expected that solicitations will be made primarily by mail, but
regular employees or representatives of the Company may also solicit
proxies by telephone or other communication methods and arrange for
nominees, custodians and fiduciaries to forward proxies and proxy
material to their principals at the Company's expense.
A proxy may be revoked at any time before it is exercised by
notifying the Company's Secretary in writing at the address set forth
above or by attending the Annual Meeting and voting the shares covered
by the proxy in person.
It is expected that this Proxy Statement will be mailed on or about
November 27, 1998, to stockholders of record on November 20, 1998.
Voting Securities and Principal Holders Thereof
The Board of Directors has fixed the close of business on November
20, 1998, as the record date for the determination of Stockholders
entitled to receive notice of and to vote at the Annual Meeting. Each
share of the Company's Common Stock outstanding on the record date is
entitled to one vote.
The following table presents information, as of October 26, 1998,
about all classes of the Company's stock owned by the directors and
executive officers of the Company, as well as those persons known by the
Company to own beneficially more than five percent of the shares of the
Company's Common Stock outstanding:
Number of Percentage
Name and Address Title of Shares of Class
of Beneficial Owner Class Owned Outstanding
Jason Bacon Common 5,500(1) 0.1
RR #1, Box 78 Pfd. B 9,314(2) 4.5
New Haven, VT 05472
R. Patrick Burns Common 17,625(3) 0.3
c/o The Vermont Teddy Bear Co., Inc.
6655 Shelburne Road, P.O. Box 965
Shelburne, VT 05482
Robert D. Delsandro, Jr. Common -(4) -
c/o The Vermont Teddy Bear Co., Inc.
6655 Shelburne Road, P.O. Box 965
Shelburne, VT 05482
Fred Marks Common 600,500(5) 11.6
c/o The Vermont Teddy Bear Co., Inc.
6655 Shelburne Road, P.O. Box 965
Shelburne, VT 05482
Joan H. Martin Common 1,840,975(6) 35.6
34 Woodbury Hill Pfd. A 90 100.0
Woodbury, CT 06798
Margaret H. Martin Common 266,500 5.1
500 Lovell Avenue
Mill Valley, CA 94941
Spencer C. Putnam Common 91,000(7) 1.8
c/o The Vermont Teddy Bear Co., Inc.
6655 Shelburne Road, P.O. Box 965
Shelburne, VT 05482
Elisabeth B. Robert Common 11,700(8) 0.2
c/o The Vermont Teddy Bear Co., Inc.
6655 Shelburne Road, P.O. Box 965
Shelburne, VT 05482
Directors and Officers Common 2,572,600 49.6
as a group Pfd. A 90 100.0
Pfd. B 9,314 4.5
(1)This figure includes 500 shares held of record by Mr. Bacon's wife,
as to which beneficial ownership is disclaimed. This figure does not
include a Warrant for the Purchase of 22,670 shares of the Company's
Common Stock. The figure does not include options granted under the
Company's Non-Employee Director Stock Option Plan to Mr. Bacon to
purchase 7,000 shares of the Company's Common Stock, which have fully
vested.
(2)Mr. Bacon's 9,314 shares of Series B Preferred Stock are convertible
into 25,000 shares of the Company's Common Stock.
(3)This figure includes 5,975 shares held of record by Mr. Burns' wife,
as to which beneficial ownership is disclaimed. This figure does not
include options granted under the Company's Incentive Stock Option Plan
to Mr. Burns to purchase 900,000 shares of the Company's Common Stock,
of which 562,500 shares have vested. The remaining 337,500 shares will
not vest, as Mr. Burns is no longer an employee of the Company.
(4)This figure does not include options granted under the Company's
Incentive Stock Option Plan to Mr. Delsandro to purchase 40,000 shares
of the
Company's Common Stock, of which 1,250 shares have vested.
(5)This figure includes 500 shares held of record by Mr. Marks' wife, as
to which beneficial ownership is disclaimed.
(6) This figure includes 1,120,000 shares held of record by the Joan
Hixon Martin Trust. This figure also includes 720,975 shares acquired
on the foreclosure of a stock pledge securing an $800,000 loan by Ms.
Martin to Mr. John N. Sortino. This figure does not include 118,995
shares of the Company's Common Stock held of record by Ms. Martin's son,
Franc Sloan, and 266,500 shares of the Company's Common Stock held of
record by Ms. Martin's daughter, Margaret H. Martin. Ms. Martin
disclaims beneficial ownership of shares owned by Mr. Franc Sloan and
Ms. Margaret H. Martin. This figure does not a Warrant for the Purchase
of 51,841 shares of the Company's Common Stock, which has fully vested.
(7)This figure includes 10,000 shares held of record by Mr. Putnam's
children. This figure also includes 2,500 shares held of record by Mr.
Putnam's wife, as to which beneficial ownership is disclaimed. This
figure does not include options granted under the Company's Incentive
Stock Option Plan to Mr. Putnam to purchase 62,832 shares of the
Company's Common Stock, of which 32,832 shares have vested.
(8)This figure includes 2,000 shares held of record by Ms. Robert's
minor children. This figure does not include options granted under the
Company's Incentive Stock Option Plan to Ms. Robert to purchase 405,510
shares of the Company's Common Stock, of which 174,260 shares have
vested.
As of June 30, 1998, the Directors and Executive Officers of the
Company were as follows:
Name Age Office
Jason Bacon 64 Director
Robert D. Delsandro, Jr. 39 Vice President
R. Patrick Burns 54 Director
Joan H. Martin 74 Director
Fred Marks 70 Director and Chairman of
the Board
Spencer C. Putnam 52 Director, Vice President,
and Secretary
Elisabeth B. Robert 43 Director, President,
Treasurer, Chief
Executive Officer and
Chief Financial Officer
On January 28, 1998, David W. Garrett submitted a letter of
resignation to the Board of Directors of the Company, which was accepted
by the Board. Mr. Garrett's resignation was for personal business
reasons.
All of the Company's directors hold office until the 1998 Annual
Meeting of Stockholders and until their successors are elected and
qualified. The Board of Directors has an Audit Committee, on which Mr.
Bacon, Mr. Marks, and Ms. Martin serve; an Executive Committee, on which
all directors serve; and an Option Committee, on which Mr. Bacon and Ms.
Martin serve.
Meetings of the Board of Directors and Its Committees
The Board of Directors held eight meetings during the fiscal year
ended June 30, 1998, and took all other action by unanimous consent in
lieu of actual meetings. During the fiscal year ended June 30, 1998,
there were four meetings of the Option Committee and one meeting of the
Audit Committee. During the fiscal year ended June 30, 1997, all
directors attended at least 75% of the meetings of the Board of
Directors and the meetings held by Committees of the Board on which they
served.
Compensation of Directors and Executive Officers
At the 1996 Annual Meeting of Stockholders, an amendment to the
Bylaws authorizing the Company to compensate members of its Board of
Directors was approved. Also at the 1996 Annual Meeting of
Stockholders, the Non-Employee Directors Stock Option Plan (the "Plan")
was approved by stockholders. Pursuant to the Plan, each participating
director receives an option to purchase 2,000 shares of the Common
Stock of the Company as an annual retainer. In addition to the annual
retainer options, each participating director receives an option to
purchase up to 1,500 shares of Common Stock per quarter for actual
attendance at each regular or special meeting of the Board of Directors.
The Chairman of the Board of Directors also receives compensation of
$5,000 per calendar quarter, and all outside Directors are also
reimbursed up to $1,000 per meeting for their expenses of attendance.
Summary Compensation Table
Other Under- Other
Name and Fiscal Annual lying Compen-
Principal Year Salary Comp. Options sation
Elisabeth Robert, 1998 $109,770 $ 5,524 100,000 $ 5,000(2)
Chief Executive 1997 $ 98,077 $ 5,600 305,510(1) $ -
Officer and Chief 1996 $ 65,713 $ 3,267 80,510 $ -
Financial Officer
R. Patrick Burns, 1998 $ 56,250 $23,220 - $ 81,818(3)
Chief Executive 1997 $183,894 $26,513 900,000(1) $100,000(4)
Officer 1996 $ - $23,790 450,000 $ -
(1) Figures for 1997 reflect re-pricing of stock options granted in 1996
as well as new issuances in 1997.
(2) Includes cash compensation in lieu of stock options granted as part
of Ms. Robert's and Mr. Burns' employment agreements with the Company.
(3) Includes forgiveness of amounts due to the Company from Mr. Burns
and amounts paid to Mr. Burns under his consulting contract with the
Company.
(4) Includes forgiveness of amounts due to the Company from Mr. Burns.
As of December 3, 1997, the Company and Ms. Robert signed an
agreement providing for her employment as Chief Executive Officer of the
Company for a term ending October 23, 1998. Ms. Robert's existing
agreement, dated July 1, 1996, related to her positions as Treasurer and
Chief Financial Officer of the Company, remains in effect, and her
salary and benefits for both positions of Chief Executive Officer and
Chief Financial Officer are as described in her existing July 1, 1996
employment agreement, except for the following additional benefits: i) A
bonus for each fiscal year during the term, equal to three percent of
the Company's pre-tax profit, so long as the Company's pre-tax profit
exceeds $100,000; and ii) options to purchase 100,000 shares of the
Company's Common Stock. As of June 1, 1998, the
Company and Ms. Robert agreed to a technical amendment to her employment
agreement, which fixed the exercise price of her stock options to $1.25
per share.
On October 10, 1997, R. Patrick Burns resigned as President, thus
terminating his employment agreement with the Company, and entered into
a consulting agreement with the Company, which began on November 1, 1997
and continues through October 31, 1999. In accordance with this
agreement, the Company pays fees of $75,000 per year to Mr. Burns,
payable monthly, and forgave amounts due the Company from Mr. Burns
totaling $116,818.
On June 3, 1997, the Company offered to re-price employee stock
options by granting new options with an exercise price of $1.00 per
share (the fair market value of the Company's Common Stock on that date)
in exchange for the surrender of all outstanding qualified employee
incentive stock options at that date. Mr. Burns and Ms. Robert
participated in this re-pricing. The original exercise price for Mr.
Burns' options was $2.875 per share, and the original exercise price for
Ms. Robert's options were between $2.75 and $2.875 per share.
As of July 1, 1996, the Company and Ms. Robert signed an agreement
providing for her continued employment as the Senior Vice President,
Treasurer, and Chief Financial Officer of the Company for a term of five
years ending June 30, 2001. Under this agreement, Ms. Robert is
entitled to receive: i) a base salary of $100,000, $110,000 and $120,000
per year in fiscal years 1997, 1998, and 1999, respectively; ii)
reimbursement for necessary and reasonable expenses incurred by her
in the performance of her duties as Chief Financial Officer; iii) an
annual cash bonus for fiscal year 1997 of 3% of the amount by which the
Company's operating profit exceeds $500,000, plus a non-qualified stock
option to purchase 5,000 shares of the Company's Common Stock, at an
exercise price of $0.01 per share (which Ms. Robert refused and was
never issued), and an annual cash bonus for fiscal years 1998,
1999, 2000, and 2001 of 3% of the amount by which the Company's
operating profit exceeds $1,333,000, $2,167,000, $2,000,000, and
$2,500,000, respectively; iv) options to purchase an additional 225,000
shares of the Company's Common Stock at a price of $2.875 per share,
being equal to the market value on the dates of grant, vesting at
25 percent per annum beginning July 1, 1997; v) any benefits generally
available to the officers of the Company from time to time, including,
without limitation, life insurance and medical benefits; and vi) a
company car of Ms. Robert's choice. The agreement prohibits Ms. Robert
from directly or indirectly competing with the business of the Company
during the course of her employment and for a period of eighteen months
thereafter.
Stock Options
The following table sets forth the options granted to Mr. Burns and
Ms. Robert during the fiscal year ended June 30, 1998:
Option Grants in Last Fiscal Year
Name
Number of
Securities
Underlying
Options
Granted
Percent of
Total
Options
Granted to
Employees
in Fiscal
Year
Exercise
or Base
Price
($ per
Share)
Expiration
Date(s)
R. Patrick Burns
-
-
-
-
Elisabeth B.
Robert
100,000
54.8
$1.25
11/14/2007
Interests in Certain Transactions
On October 10, 1997, R. Patrick Burns resigned as President, thus
terminating his employment agreement with the Company, and entered into
a consulting agreement with the Company, which began on November 1, 1997
and continues through October 31, 1999. In accordance with this
agreement, the Company pays fees of $75,000 per year to Mr. Burns,
payable monthly, and forgave amounts due the Company from Mr. Burns
totaling $116,818.
On December 31, 1996, the Company entered into a consulting
agreement with Venture Management Group, Inc. Fred Marks, Chairman of
the Company's Board of Directors, is President of Venture Management
Group, Inc. The terms of this agreement commenced on January 1, 1997
and will terminate on December 31, 2006, unless earlier terminated in
accordance with this agreement. In consideration of the consulting
services to be provided, the Company will pay fees of $65,000 per year,
payable monthly, plus expenses and disbursements reasonably incurred in
the performance of services under the agreement. In the event that the
Company defaults in its obligations under this agreement, or if a change
in control of the Company occurs during the term of the agreement,
Venture Management Group, Inc. may, at its
sole option, declare the entire compensation under this contract to be
immediately due and payable.
Delinquent Filings
Under federal securities laws, the Company's directors, certain of
its officers and any persons holding more than 10% of the Company's
Common Stock are required to report their ownership thereof and any
changes in that ownership to the Securities and Exchange Commission.
Specific due dates for these reports have been established, and the
Company is required to report in this proxy statement any failure to
file by these dates during the fiscal year ended June 30, 1998. To the
knowledge of the Company, all of these filing requirements have been
satisfied by the Company's directors, officers, and its 10%
shareholders, except as follows: 1) R. Patrick Burns was required to
file a Form 4 on January 10, 1998, with respect to the following
sales: (a) 3,200 shares on December 2, 1997; (b) 4,200 shares on
December 3, 1997; and (c) 3,000 shares on December 15, 1997; (2) R.
Patrick Burns was required to file a Form 4 on April 10, 1998, with
respect to the following sales: (a) 12,500 shares on
March 6, 1998; and (b) 4,175 shares on March 9, 1998; (3) Spencer C.
Putnam was required to file a Form 4 on October 10, 1997, with respect
to the following sales: (a) 500 shares on September 4, 1997; (b) 500
shares on September 9, 1997; and (c) 500 shares on September 16, 1997;
(4) Spencer C. Putnam was required to file a Form 4 on November 10,
1997, with respect to the following sales: (a) 500 shares on October 3,
1997; (b) 500 shares on October 13, 1997; (c) 500 shares on October 23,
1997; and (d) 500 shares on October 31, 1997; (5) Spencer C. Putnam was
required to file a Form 4 on December 10, 1997, with respect to the
following sales: (a) 500 shares on November 10, 1997; and (b) 500 shares
on November 21, 1997; (6) Spencer C. Putnam was required to file a Form
4 on January 10, 1998, with respect to the following sales: (a) 500
shares on December 15, 1997; and (b) 500 shares on December 30, 1997;
(7) Spencer C. Putnam was required to file a Form 4 on February 10,
1998, with respect to the sale of 500 shares on January 23, 1998; (8)
Spencer C. Putnam was required to file a Form 4 on March 10, 1998, with
respect to the following sales: (a) 500 shares on February 12, 1998; and
(b) 500 shares on February 27, 1998; (9) Spencer C. Putnam was required
to file a Form 4 on April 10, 1998, with respect to the sale of 500
shares on March
25, 1998; (10) Spencer C. Putnam was required to file a Form 4 on May
10, 1998, with respect to the following sales: (a) 500 shares on April
13, 1998; and (b) 500 shares on April 29, 1998.
All of these transactions were subsequently filed on a Form 5.
ITEM 1. Proposal to Elect Directors
Pursuant to the Company's Bylaws, the Board of Directors is
authorized to establish, from time to time, the number of directors,
with a maximum of nine directors, and has established a Board of six (6)
Directors to be elected at the 1998 Annual Meeting for terms of one year
each and until their successors are elected and qualified.
It is the intention of the persons named in the accompanying form
of proxy to vote for the nominees named below. In the event that,
because of death or unforeseen disability, any of the nominees
designated below is unavailable for election, the persons named in the
accompanying form of proxy reserve the right to vote such proxy
for such other person or persons as may be nominated by the Board of
Directors to fill such vacancies so as to provide a full board.
Election of directors requires a plurality vote. The six (6)
nominees for directors are listed below with brief statements of their
principal occupations and other pertinent information. As indicated
below, all of the nominees are currently serving on the Company's Board
of Directors. Also indicated below is the number of shares of the
Company's various classes of stock owned beneficially by each of the
nominees as of October 26, 1998.
Director Nominees
Jason Bacon became a director of the Company in 1997. Mr. Bacon is
presently a consultant to non-profit organizations and a private
investor, focusing on real estate and securities with international
perspective. Before that, Mr. Bacon served as a Managing Director at
Kidder, Peabody & Company, where he developed institutional equity sales
and a related trading and advisory business. Shares owned: 5,500 Common
(0.1%); 9,314 Preferred "B" (4.5%)
R. Patrick Burns joined the Company as its Chief Executive Officer
in August 1995. He was appointed a director of the Company on August
30, 1995. On October 10, 1997, Mr. Burns stepped down from his position
as President and Chief Executive Officer of the Company. Before joining
the Company, Mr. Burns was the Chief Executive Officer of Disney Direct
Marketing, a division of The Walt Disney Company. Prior to holding that
position, Mr. Burns also served as Senior Vice-President and General
Manager at J. Crew, Inc. and as Vice-President of Merchandising and
Product Development at L.L. Bean, Inc. Shares owned: 17,625 Common
(0.3%)
Fred Marks became a director of the Company in 1987 and has served
as its Chairman of the Board since 1989. Mr. Marks is also Chairman of
the Board of two other privately held companies: Selectech, Ltd., a
manufacturer of remote controls for computers and televisions; and
Contaq Technologies, a manufacturer of ultra-sonic instruments. He
devotes only a part of his time to the business of the Company.
Shares owned: 600,500 Common (11.6%)
Joan H. Martin is a private investor, who has been a director of
the Company
since 1991. Ms. Martin has no business experience during the past six
years apart from managing her own private investment portfolio. Shares
owned: 1,840,975 Common (35.6%); 90 Preferred "A" (100.0%)
Spencer C. Putnam joined the Company as its Vice President in June,
1987. He has been a director and Secretary of its Board since 1989.
Before joining the Company, Mr. Putnam was the Director of the
Cooperative Education Program at the University of Vermont from 1980 to
1987. Shares owned: 91,000 Common (1.8%)
Elisabeth B. Robert joined the Company as its Chief Financial
Officer in September 1995, and was appointed a director of the Company
on January 22, 1996, and Treasurer of the Company on April 22, 1996. On
October 10, 1997, the Board of Directors appointed Ms. Robert to the
office of President and Chief Executive Officer of the Company. Before
joining the Company, Ms. Robert was the Chief Financial Officer,
Executive Vice-President, and Founding Partner of AirMouse Remote
Controls, a manufacturing firm specializing in remote control devices.
Prior to holding that position, Ms. Robert was an independent management
consultant, as well as Director of Gas Supply for Vermont Gas Systems,
Inc. Shares owned: 11,700 Common (0.2%)
Voting Information
The Board of Directors recommends a vote FOR approval of the
nominees named above to serve as directors of the Company for the
ensuing year and until their successors are elected and qualified. The
affirmative vote of a plurality of the shares of the Company's Common
Stock entitled to vote at the Annual Meeting of Shareholders is required
for the election of directors. Appointed proxies will vote shares FOR
election of all the directors enumerated above unless instructed
otherwise in the proxy. Abstentions and broker non-votes will have the
same effect as votes against election.
ITEM 2: Proposal to Select Independent Public Accountants
During fiscal year 1998, Arthur Andersen LLP audited the Company's
financial statements and also provided other professional services to
the Company in connection with Securities and Exchange Commission
filings. The report of Arthur Andersen LLP regarding the Company's
financial statements for the year ending June 30, 1998, appears in the
Company's 1998 Annual Report on Form 10-KSB. In accordance with the
recommendation of its Audit Committee, the Board of Directors has
appointed Arthur Andersen LLP as independent public accountants of the
Company for the year ending June 30, 1999, subject to ratification by
Stockholders at the Annual Meeting. Stockholder ratification of Arthur
Andersen LLP as independent public accountants of the Company requires a
majority vote.
A representative of Arthur Andersen LLP is expected to be present
at the Annual Meeting of Stockholders on January 7, 1999, and shall have
the opportunity to make a statement, if the representative desires to do
so, and is expected to be available to respond to appropriate questions.
Voting Information
The Board of Directors recommends a vote FOR approval of ratifying
the selection of Arthur Andersen LLP as independent public accountants
for the fiscal year ending June 30, 1999. The affirmative vote of a
majority of the shares of the Company's Common Stock entitled to vote at
the Annual Meeting of Shareholders is required for the ratification of
the selection of Arthur Andersen LLP as independent public accountants.
Appointed proxies will vote shares FOR election of all the directors
enumerated above unless instructed otherwise in the proxy. Abstentions
and broker non-votes will have the same effect as votes against
election.
ITEM 3. Other Business
The Company's Board of Directors knows of no other matters which
may come before the Annual Meeting. If, however, any other business
should properly come before the Annual Meeting, the proxies relating to
such meeting will be voted with respect thereto in accordance with the
best judgment of the Board.
Any stockholder proposal intended for presentation at the 1999
Annual Meeting of Stockholders must be received by the Secretary of the
Company at its principal offices in Shelburne, Vermont, by July 30,
1999, for inclusion in the Company's Proxy Statement and form of proxy
relating to the 1999 Annual Meeting.
October 27, 1998 The Vermont Teddy Bear Co., Inc.
PROXY
THE VERMONT TEDDY BEAR CO., INC
Proxy for the Annual Meeting of Shareholders on January 7, 1999
THIS PROXY IS SUBMITTED ON BEHALF OF THE BOARD OF DIRECTORS. The
undersigned appoints Fred Marks, Spencer C. Putnam, and Elisabeth B.
Robert, and each of them, as Proxies, each with power to appoint his/her
substitute, and hereby authorize any of them to represent and to vote,
as designated below, all shares of Common Stock of The Vermont
Teddy Bear Co., Inc. held of record by the undersigned on November 20,
1998, at the Annual Meeting of Shareholders to be held at 10:00am EST on
January 8, 1999 at the corporate headquarters of The Vermont Teddy Bear
Co., Inc., 6655 Shelburne Road, Shelburne, Vermont, or any adjournment
thereof.
[X] PLEASE MARK VOTES AS IN THIS EXAMPLE.
1. ELECTION OF DIRECTORS
(Instruction: To withhold authority to vote for any individual nominee,
strike a line
through the nominee's name in the list below.)
Jason Bacon, R. Patrick Burns, Fred Marks, Joan H. Martin, Spencer C.
Putnam,
Elisabeth B. Robert
[ ] FOR all nominees listed above
[ ] WITHHOLD AUTHORITY to vote for all the nominees listed above
2. RATIFICATION OF SELECTION OF ARTHUR ANDERSEN LLP AS THE COMPANY'S
INDEPENDENT
PUBLIC ACCOUNTANTS FOR THE FISCAL YEAR ENDING JUNE 30, 1999.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
3. In their discretion, the Proxies are authorized to vote upon such
other business as may properly come before the meeting or any
adjournment thereof.
This proxy, when properly executed, will be voted in the manner directed
herein by the stockholder. IF NO DISCRETION IS MADE, THIS PROXY WILL BE
VOTED FOR ALL PROPOSALS.
Dated: ______________________________, 199_
___________________________________________
Signature
___________________________________________
Signature, if held jointly
NOTE: Please sign exactly as name appears
hereon. Joint owners should each sign. When
signing as an attorney, executor,
administrator, trustee, or guardian, please
give full title as such.