SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE
SECURITIES EXCHANGE ACT OF 1934
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[ ] Soliciting Material Pursuant to ss.240.14a-11(c) or ss.240.14a-12
U.S. AGGREGATES, INC.
-------------------------------------
(Name of Registrant as Specified in Its Charter)
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U.S. AGGREGATES, INC.
400 SOUTH EL CAMINO REAL, SUITE 500
SAN MATEO, CALIFORNIA 94402
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
JUNE 27, 2001
TO THE SHAREHOLDERS:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of U.S.
Aggregates, Inc., a Delaware corporation (the "Company"), will be held on
Wednesday, June 27, 2001, at 9:30 a.m. local time, at the Birmingham Marriott
Hotel at 3590 Grandview Parkway, Birmingham, Alabama 35243 for the following
purposes:
1. To elect three (3) Class II directors to hold office for a term ending in
2004 and until their successors are elected and qualified.
2. To ratify the appointment of Arthur Andersen LLP as the Company's
independent auditors for the fiscal year ending December 31, 2001.
3. To transact such other business as may properly come before the meeting or
any adjournment thereof.
The foregoing items of business are more fully described in the Proxy
Statement accompanying this Notice.
Only shareholders of record at the close of business on April 30, 2001 are
entitled to notice of and to vote at the meeting and at any continuation or
adjournment thereof.
By Order of the Board of Directors,
Hobart Richey
Secretary
San Mateo, California
May 31, 2001
ALL SHAREHOLDERS ARE CORDIALLY INVITED TO ATTEND THE MEETING IN PERSON. HOWEVER,
TO ENSURE YOUR REPRESENTATION AT THE MEETING, YOU ARE URGED TO VOTE, SIGN, AND
RETURN THE ENCLOSED PROXY AS PROMPTLY AS POSSIBLE IN THE POSTAGE-PREPAID
ENVELOPE ENCLOSED FOR THAT PURPOSE.
U.S. AGGREGATES, INC.
400 SOUTH EL CAMINO REAL, SUITE 500
SAN MATEO, CALIFORNIA 94402
PROXY STATEMENT
GENERAL
The enclosed proxy is solicited on behalf of the Board of Directors of U.S.
Aggregates, Inc., a Delaware corporation (the "Company"), for use at the annual
meeting of shareholders (the "Annual Meeting") to be held on Wednesday, June 27,
2001, at 9:30 a.m. local time, at which shareholders of record on April 30, 2001
will be entitled to vote. On April 30, 2001, the Company had issued and
outstanding 14,900,593 shares of Common Stock, par value $.01 per share. The
annual meeting will be held at the Birmingham Marriott Hotel at 3590 Grandview
Parkway, Birmingham, Alabama 35243.
VOTING AND REVOCABILITY OF PROXIES
All properly executed proxies that are not revoked will be voted at the
meeting in accordance with the instructions contained therein. Proxies
containing no instructions regarding the proposals specified in the form of
proxy will be voted FOR approval of all proposals in accordance with the
recommendation of the Company's Board of Directors. Any person giving a proxy in
the form accompanying this statement has the power to revoke such proxy at any
time before its exercise. The proxy may be revoked by filing with the Secretary
of the Company at the Company's principal executive office an instrument of
revocation or a duly executed proxy bearing a later date, or by filing written
notice of revocation with the secretary of the meeting prior to the voting of
the proxy, or by voting the shares subject to the proxy by written ballot.
Broker non-votes and shares held by stockholders present in person or by
proxy at the meeting but abstaining on a vote, will be counted in determining
whether a quorum is present at the Annual Meeting. The vote required for the
election of directors is described below. For all other proposals, abstentions
by stockholders present in person or by proxy at the meeting are counted as
votes against a proposal for purposes of determining whether or not the proposal
has been approved, whereas broker non-votes are not counted for purposes of
determining whether a proposal has been approved.
Each holder of Common Stock is entitled to one vote for each share of
Common Stock held.
SOLICITATION
The Company will bear the entire cost of solicitation, including
preparation, assembly, printing, and mailing of this proxy statement, the proxy,
and any additional material furnished to shareholders. Original solicitation of
proxies by mail may be supplemented by telephone, telegram, or personal
solicitation by directors, officers, or employees of the Company; no additional
compensation will be paid for any such services. Except as described above, the
Company does not intend to solicit proxies other than by mail. Arrangements will
also be made with brokerage firms and other custodians, nominees and fiduciaries
to forward proxy material to certain beneficial owners of the Company's Common
Stock, and the Company will reimburse such brokerage firms, custodians, nominees
and fiduciaries for reasonable out-of-pocket expenses incurred by them in
connection therewith.
The Company intends to mail this proxy statement on or about May 31, 2001.
SHAREHOLDER PROPOSALS FOR NEXT ANNUAL MEETING
Proposals of shareholders that are intended to be presented at the
Company's 2002 annual meeting of shareholders must be received by the Company no
later than December 31, 2001 in order to be included in the proxy statement and
proxy relating to that meeting. Stockholders wishing to present a proposal in
person at the Company's 2002 Annual Meeting must give the Company written notice
of their proposal no later than April 6, 2002.
PROPOSAL 1
ELECTION OF DIRECTORS
The Company's Certificate of Incorporation provides for three classes of
directors: Class I, Class II and Class III. In accordance with the Certificate
of Incorporation, Class II directors are to be elected at the 2001 annual
meeting, Class III directors are to be elected at the 2002 annual meeting and
Class I directors are to be elected at the annual meeting in the year 2003. At
each annual meeting of shareholders, one class of directors is elected for a
term of three years to succeed those directors whose terms expire on the annual
meeting dates.
MANAGEMENT RECOMMENDS A VOTE FOR EACH OF
THE NOMINEES FOR DIRECTOR NAMED BELOW
NOMINEES
Three Class II directors are to be elected to the Board at the Annual
Meeting, each to serve until the annual meeting of shareholders to be held in
2004 and until his successor has been elected and qualified, or until his
earlier death, resignation or removal. The current Class II directors are Morris
L. Bishop, Jr., Bruce V. Rauner and Daniel W. Yih. Mr. Bishop was appointed to
the Board as a Class II director on May 1, 1999. Mr. Rauner was previously
elected to the Board by the shareholders. Mr. Yih was appointed to the Board as
a Class II director on February 15, 2001.
The following table sets forth certain information regarding the Company's
directors and nominees.
Director
Name Age Position Since
- ---- --- -------- -----
Class II Nominees to be Elected at the Annual Meeting
- -----------------------------------------------------
Morris L. Bishop, Jr. 56 President, Chief Operating 1999(1)
Officer and Director
Bruce V. Rauner 45 Director 1994
Daniel W. Yih 42 Director 2001(2)
Class III Directors Whose Terms Expire at the 2002 Annual Meeting
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Franz L. Cristiani 59 Director 2000(3)
David A. Donnini 35 Director 1994
James A. Harris 67 Chairman of the Board 1994
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Class I Directors Whose Terms Expire at the 2003 Annual Meeting
- ---------------------------------------------------------------
Edward A. Dougherty 43 Director 1997
Raymond R. Wingard 70 Director 1999(4)
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(1) Appointed by the Board of Directors as a Class II director on May 1, 1999.
(2) Appointed by the Board of Directors as a Class II director on February 15,
2001.
(3) Appointed by the Board of Directors as a Class III director on February 4,
2000.
(4) Appointed by the Board of Directors as a Class I director on December 9,
1999.
Each of the nominees, current directors and named executive officers of the
Company has been engaged in the principal occupations set forth below during the
past five years:
MORRIS L. BISHOP, JR. Mr. Bishop has been President and Chief Operating
Officer of the Company since May 1997. From 1994 to 1997 he was Vice President
of the Company. Prior thereto he was Vice President of Hoover, Inc.
BRUCE V. RAUNER. Mr. Rauner is the Managing Principal of GTCR Golder
Rauner, LLC, a private equity investment company in Chicago, Illinois formed in
May 1998 as a successor to Golder, Thoma, Cressey, Rauner, Inc., where he has
been a Principal since 1981. Mr. Rauner is also a director of AnswerThink
Consulting Group, Inc., Polymer Group, Inc. and Dynacare, Inc.
DANIEL W. YIH. Mr. Yih has been a director of the Company since February
2001. Mr. Yih served as a Vice President and acting Chief Financial Officer of
the Company from February 2001 to May 2001. Mr. Yih is a Principal and Portfolio
Manager at GTCR Golden Rauner, LLC, a private equity investment company in
Chicago, Illinois formed in May 1998 as a successor to Golder, Thoma, Cressey,
Rauner, Inc. Mr. Yih is also a director of LeapSource, Esquire Communications
and Starwood Hotels and Resorts, where he is Chairman of the Audit Committee.
Prior to joining GTCR, Mr. Yih was a general partner at Chilmark Fund II from
1995 to 2000.
FRANZ L. CRISTIANI. Mr. Cristiani is a retired partner of Arthur Andersen
LLP. Mr. Cristiani retired in August 1999. Mr. Cristiani is also a director of
MTI Technology, Inc.
DAVID A. DONNINI. Mr. Donnini is a Principal of GTCR Golder Rauner, LLC, a
private equity investment company in Chicago, Illinois formed in May 1998 as a
successor to Golder, Thoma, Cressey, Rauner, Inc., where he has been a Principal
since 1993. Mr. Donnini is a director of Polymer Group, Inc.
JAMES A. HARRIS. Mr. Harris has been Chairman of the Board since January
1994. Mr. Harris served as Chief Executive Officer of the Company from January
1994 to May 2001. Prior thereto he was Vice President of Koppers Company, Inc.
EDWARD A. DOUGHERTY. Mr. Dougherty has provided consulting services to the
Company since its founding in January 1994. Mr. Dougherty is an independent
financial advisor.
RAYMOND R. WINGARD. Mr. Wingard is President of Wingard Enterprises, Inc.
(consulting services and funding to early stage business ventures). Mr. Wingard
is also Chairman of the Board of Cardiac Telecom Corp. (telemedicine
technology). Mr. Wingard is a retired vice president of Koppers Company, Inc.
HOBART RICHEY. Secretary and General Counsel. Mr. Richey is an
attorney-at-law and has been General Counsel of the Company since 1994 and
Secretary since February 2001. Mr. Richey is 73 years of age.
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STANFORD SPRINGEL. Mr. Springel has been the interim Chief Executive
Officer since May 2001. For more than the last five years Mr. Springel has been
engaged in the business of providing turnaround management consulting services
to distressed companies. Mr. Springel presently serves as a consultant to
Covanta Energy Corp, formerly Ogden Corporation. From 1997 to 2000 Mr. Springel
served as Chief Executive Officer of Omega Environmental, Inc. Mr. Springel is
54 years of age.
TRANSACTIONS WITH MANAGEMENT AND OTHERS
CERTAIN LOANS TO EXECUTIVES.
As of April 30, 2001, the Company had outstanding loans, including
principal and interest, of approximately $248,180 to James A. Harris, Chairman
of the Board, $169,251 to Michael J. Stone, former Executive Vice President,
Chief Financial Officer, Treasurer, Secretary and Director, $332,499 to Morris
L. Bishop, Jr., President and Chief Operating Officer and a Director, pursuant
to promissory notes to finance their purchase of the Company's securities. Each
of the recourse notes is secured by a pledge of the securities purchased with
the note pursuant to a pledge agreement between the Company and each of Messrs.
Harris, Stone and Bishop. The notes bear interest at a rate per annum equal to
8%. The principal amount of the notes and all interest accrued thereon mature in
part on various dates beginning in October 2001, with the remainder maturing in
October 2005. The notes may be prepaid in full or in part at any time.
REGISTRATION AGREEMENT.
The Company, Golder, Thoma, Cressey, Rauner Fund IV, L.P., James A. Harris
Grantor Retained Annuity Trust, The James A. Harris Charitable Remainder
Unitrust, a trust for the benefit of Mr. Stone and his wife for which they also
serve as trustees, Mrs. Jeanne T. Richey and Messrs. Harris, Bishop, Dougherty
and Charles R. Pullin (former Director) are parties to a registration agreement.
Pursuant to the registration agreement, the holders of a majority of the
Company's common stock issued pursuant to an equity purchase agreement, or
issued or issuable in respect of the securities may request, after the offering
of common stock, up to three registrations of all or any part of their common
stock on Form S-1 or any similar long-form registration statement, if available,
an unlimited number of registrations on Form S-2 or S-3 or any similar
short-form registration statement, each at the Company's expense. In the event
the holders of a majority of common stock make such a request, all other parties
to the registration agreement will be entitled to participate in the
registration. The registration agreement also grants the parties piggyback
registration rights with respect to registrations by the Company of its
securities. The Company pays all expenses related to these piggyback
registrations.
FINANCIAL ADVISORY ARRANGEMENTS.
Pursuant to financial advisory agreements between the Company and Edward A.
Dougherty, a Director, Mr. Dougherty has served as an advisor to the Company
with respect to strategic financial planning from time to time in connection
with its acquisition program and securing and completing specific financing
arrangements. The Company paid Mr. Dougherty a total of $60,000 in 2000 for
financial advisory services rendered to the Company by Dougherty.
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CERTAIN FAMILY RELATIONSHIPS.
David Harris, the son of James A. Harris, is a full-time employee of SRM
Aggregates, Inc., a subsidiary. David Harris receives a salary of approximately
$95,000 for performing services as an employee. Brett Harris is a full-time
employee of SRM Aggregates, Inc., a subsidiary, and receives a salary of
$47,500. Christopher M. Bishop and Michael W. Bishop, the sons of Morris L.
Bishop, Jr., and Timothy K. Bishop, the brother of Morris L. Bishop, Jr., are
full-time employees of SRM Aggregates, Inc., a subsidiary. Christopher M. Bishop
and Timothy K. Bishop each receive a salary of approximately $69,000 for
services performed as an employee. Michael W. Bishop receives a salary of
approximately $56,000 for services performed as an employee. Ashia H. Stone, the
wife of Michael J. Stone acted as one of the Company's financial advisors. The
Company paid Ms. Stone a total of $124,800 in 2000 for financial advisory
services provided to it. Ms. Stone's services to the Company were terminated in
2001.
OTHER RELATIONSHIPS.
Morris L. Bishop, Jr. has a minority interest in Dekalb Stone, Inc., a
corporation in which the Company is the majority shareholder.
BOARD COMMITTEES AND MEETINGS
There are two active Board Committees:
(i) Audit Committee's function is to recommend the engagement of the
Company's independent accountants, approve services performed by such
accountants, and review and evaluate the Company's accounting system and system
of internal controls. The Audit Committee operates under a written charter
adopted by the Board. The complete text of the charter is included in Appendix A
to this Proxy Statement. The members are Messrs. Wingard, Mr. Cristiani and Mr.
Dougherty (from May 25, 2001), each of whom is an independent director, as such
is defined by the Rules of the New York Stock Exchange. Mr. Pullin retired as a
director and member of the Audit Committee on October 30, 2000. The Report of
the Audit Committee for the fiscal year 2000 appears on page 14.
(ii) The Compensation Committee's function is to make recommendations to
the Board of Directors concerning salaries and incentive compensation paid to
officers, to administer the Company's 1999 Long Term Incentive Plan, and perform
such other functions regarding compensation as the Board may delegate. No
interlocking relationships exist between the Company's Board of Directors or
Compensation Committee and the board of directors or compensation committee of
any other company, nor has any interlocking relationship existed in the past.
The members are Messrs. Donnini, Rauner, Wingard and Cristiani. Mr. Pullin
retired as a director and member of the Compensation Committee on October 30,
2000. During the fiscal year 2000, the Board met eleven times, the Audit
Committee met two times and the Compensation Committee met two times.
During the fiscal year 2000, no director of the Company attended fewer than
75% of the meetings of the Board of Directors or its committees upon which such
director served.
COMPENSATION OF DIRECTORS
Each director who is not an employee of the Company receives an annual
retainer fee, which is currently $12,000, plus $3,000 for each meeting day of
the Board. Directors are also reimbursed for expenses incurred in connection
with attending meetings. Directors' fees paid or accrued by the Company,
including reimbursed expenses, during 2000 totaled $158,829. Additionally,
during 2000 the Company's non-employee directors received a nonqualified option
grant to purchase 3,000 shares of
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Common Stock under the Company's 1999 Long Term Incentive Plan. Employee
directors receive no additional compensation for serving as a director.
Effective 2001, each director who serves as a member on the Company's Audit
Committee receives an annual payment of $10,000 for services, with the exception
of the chairman of the committee who receives an annual payment of $15,000.
Subsequent to the end of fiscal year 2000, members of the Audit Committee were
paid an additional $10,000, with the exception of the chairman of the committee
who received $15,000, for certain additional services performed on behalf of the
Company by the Audit Committee.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following tables, based in part upon information supplied by officers,
directors and principal shareholders, set forth certain information regarding
the ownership of the Company's Common Stock as of April 30, 2001 by (i) all
those known by the Company to be beneficial owners of more than 5% of any class
of the Company's voting securities; (ii) each director and nominee; (iii) each
named executive officer; and (iv) all executive officers and directors of the
Company as a group. Unless otherwise indicated, each of the shareholders has
sole voting and investment power with respect to the shares beneficially owned,
subject to community property laws where applicable.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS(a)
AMOUNT OF DIRECT PERCENT OF
NAME AND ADDRESS OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP CLASS(b)
- ------------------------------------ -------------------- ----------
Golder, Thoma, Cressey, Rauner Fund IV, L.P. 7,824,997 52.5%
6100 Sears Tower
Chicago, Illinois 60606
Goldman Sachs Asset Management 1,218,100 8.2%
1 New York Plaza
New York, New York 10004
T. Rowe Price Associates, Inc.(c) 1,070,400 7.2%
100 E. Pratt Street
Baltimore, Maryland 21202
Liberty Wagner Asset Management , L.P. 1,042,700 7.0%
227 West Monroe Street, Suite 3000
Chicago, Illinois 60606
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(a) Security ownership information for beneficial owners is taken from
statements filed with the Securities and Exchange Commission pursuant to
Sections 13(d), 13(g) and 16(a) and information made known to the company.
(b) Calculation based on 14,900,593 shares of Common Stock outstanding as of
April 30, 2001.
(c) These securities are owned by various individuals and institutional
investors which T. Rowe Price Associates, Inc. serves as investment adviser
with power to direct investments and/or sole power to vote the securities.
For purposes of the reporting requirements of the Securities Exchange Act
of 1934, T. Rowe Price Associates, Inc. is deemed to be a beneficial owner
of such securities; however, T. Rowe Price Associates, expressly disclaims
that it is, in fact, the beneficial owners of such securities.
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SECURITY OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS
NAME OF AMOUNT AND NATURE OF BENEFICIAL PERCENT OF
BENEFICIAL OWNER OWNERSHIP(a)(b) CLASS(c)
---------------- --------------- --------
Morris L. Bishop, Jr 135,560 *
Franz L. Cristiani 3,000 *
David A. Donnini 7,827,997(e) 52.5%
Edward A. Dougherty 23,424(f) *
James A. Harris 309,940(g) 2.1%
Charles R. Pullin 17,837(d) *
Bruce V. Rauner 7,827,997(e) 52.5%
Hobart Richey 36,116(h) *
Michael J. Stone 309,051(i)(j) 2.1%
Raymond R. Wingard 3,500 *
Daniel W. Yih 7,824,997(k) 52.5%
All Directors and 8,669,425 58.2%
Executive Officers
as a Group
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* Does not exceed 1% of the referenced class of securities.
(a) Ownership is direct unless indicated otherwise.
(b) Includes shares beneficially owned and shares which may be acquired within
60 days from April 30, 2001.
(c) Calculation based on 14,900,593 shares of Common Stock outstanding as of
April 30, 2001.
(d) Mr. Pullin retired from the Board of Directors effective October 30, 2000.
(e) Includes 3,000 shares issuable upon the exercise of stock options granted
to each Messrs. Donnini and Rauner and 7,824,997 shares held by Golder,
Thoma, Cressey, Rauner Fund IV, L.P. to which Messrs. Donnini and Rauner
disclaim any beneficial interest.
(f) Includes 20,424 shares owned by The Edward A. Dougherty and Linda F.
Dougherty 1998 Family Trust.
(g) Includes 199,010 shares owned by the James A. Harris Grantor Retained
Annuity Trust and 49,737 shares owned by the James A. Harris Charitable
Remainder Unitrust.
(h) Owned by Jeanne T. Richey.
(i) Mr. Stone resigned as Director on May 16, 2001 and his employment as
Executive Vice President, Chief Financial Officer, Treasurer and Secretary
was previously terminated by the Company.
(j) Owned by The Michael J. Stone and Ashia H. Stone Revocable Inter Vivos
Trust.
(k) Includes 7,824,997 shares held by Golder, Thoma, Cressey, Rauner Fund IV,
L.P. to which Daniel W. Yih disclaim any beneficial interest.
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION OF NAMED EXECUTIVES
The Summary Compensation Table shows certain compensation information for
each person who served as Chief Executive Officer during the year and the other
most highly compensated executive officers whose aggregate compensation exceeded
$100,000 for services rendered in all capacities during fiscal year 2000
(collectively referred to as the "Named Executive Officers"). Compensation data
is shown for the fiscal years ended December 31, 2000, 1999 and 1998. This
information includes the dollar value of base salaries, bonus awards, the number
of stock options granted, and certain other compensation, if any, whether paid
or deferred.
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SUMMARY COMPENSATION TABLE
LONG -TERM
ANNUAL COMPENSATION
COMPENSATION AWARDS
Name and --------------------------- ------------------ All Other
Principal Position Year Salary($) Bonus($)(a) Stock Options(#)(b) Compensation($)(c)
- ------------------ ---- --------- ----------- ------------------- ------------------
James A. Harris 2000 300,000 -- -- --
Chief Executive Officer 1999 300,000 200,000 20,000 2,625
and Chairman of the Board(d) 1998 258,333 -- -- 2,500
Morris L. Bishop, Jr. 2000 250,000 -- -- --
President and Chief 1999 250,000 125,000 35,000 2,625
Operating Officer and 1998 220,833 -- -- 2,500
Director
Michael J. Stone 2000 250,000 -- -- --
Executive Vice President -- 1999 250,000 200,000 20,000 2,625
Development, Chief Financial 1998 208,333 -- -- 2,500
Officer, Treasurer,
Secretary and Director(e)
- ----------
(a) In May 1999, in recognition of the successful completion of the Company's
southeast expansion program, Mr. Harris was awarded a bonus of $200,000,
Mr. Bishop was awarded a bonus of $125,000 and Mr. Stone was awarded a
bonus of $200,000.
(b) Options granted are for the Company's common stock.
(c) Amounts reported under "All Other Compensation" consist of matching
contributions made on behalf of the employee to the Company's 401(k)
Retirement Plan for 1999 and 1998.
(d) Mr. Harris resigned as Chief Executive Officer in May 2001.
(e) Mr. Stone resigned as Director on May 16, 2001 and his employment as
Executive Vice President, Chief Financial Officer, Treasurer and Secretary
was previously terminated by the Company.
MANAGEMENT EMPLOYMENT AGREEMENTS.
On August 18, 1999, the Company entered into employment agreements with
James A. Harris, its Chairman of the Board, Morris L. Bishop, Jr., its President
and Chief Operating Officer, and Michael J. Stone, its former Executive Vice
President, Chief Financial Officer, Treasurer and Secretary. Pursuant to the
agreements, Messrs. Harris and Bishop are currently entitled to receive base
salaries of $300,000 and $250,000, respectively, and bonuses, as determined from
time to time by the Board of Directors. The agreements are each for a term
ending December 31, 2002. If the executive's employment is terminated without
cause, he is entitled to a severance payment equal to his annual base salary
plus the amount of any bonus received for the year prior to such termination per
year for a period of two years following the date of such termination.
On October 28, 1999 the Company entered into an agreement with Hobart
Richey, the Company's General Counsel and Secretary, pursuant to which Mr.
Richey agreed to provide certain legal services to the Company for a period
ending December 31, 2002. Pursuant to the agreement Mr. Richey receives $20,000
per month. The Company is obligated to continue the payments in the event Mr.
Richey dies or becomes disabled or in the event he is terminated for other than
cause.
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On May 1, 2001 the Company entered into an Executive Services Agreement
with Stanford Springel, pursuant to which Mr. Springel agreed to serve as the
Company's Chief Executive Officer. Pursuant to the Agreement Mr. Springel
remains an independent contractor and not an employee of the Company and in
consideration for his services receives $45,000 per month. In addition, Mr.
Springel is entitled to a success fee in an amount and based upon goals which
are still being negotiated. The agreement may be terminated at any time for no
additional consideration by Mr. Springel or the Company.
401(K) PLAN.
The Company maintains a savings plan qualified under Section 401(a) and
401(k) of the Internal Revenue Code. Generally, all full-time employees other
than certain union employees are eligible to participate in the plan. Employees
electing to participate in the plan are fully vested in their contributions. In
addition, the Company may make discretionary contributions under the plan each
year. Participating employees increase their vested interest in the
discretionary contributions based upon years of employment in which a minimum of
1,000 hours are worked, and they become fully vested after five years. The
maximum contribution for any participant for any year is the maximum amount
permitted under the Internal Revenue Code.
1999 LONG TERM INCENTIVE PLAN.
The Company's 1999 Long Term Incentive Plan (the "Plan"), which was
approved by the Shareholders in August 1999, provides for the granting of
incentive and nonqualified stock options, stock appreciation rights, either
alone or in tandem with options, restricted stock, performance awards, or any
combination of the foregoing. The purposes of the Plan are to promote the long
term growth and profitability of the Company by providing certain directors,
officers and key employees of, and certain other key individuals who perform
services for, the Company and its subsidiaries with incentives to maximize
stockholder value and otherwise contribute to the Company's success, as well as
to attract people of experience and ability to the Company. The Plan is intended
to comply with Rule 16b-3 of the Securities Exchange Act of 1934. The Plan
covers an aggregate of 700,840 shares of Common Stock, of which 273,336 had been
granted and were outstanding as of December 31, 2000.
The Plan provides for the granting of two types of stock options: incentive
stock options (ISOs) and Nonqualified Stock Options (NSOs). The ISOs (but not
the NSOs) are intended to qualify as "incentive stock options" as defined in
Section 422 of the Internal Revenue Code of 1986, as amended.
Options may be granted under the Plan to directors (including non-employee
directors), officers and key employees of, and other key individuals performing
services for, the Company and its subsidiaries selected by the Compensation
Committee of the Board of Directors; provided, however, that ISOs may be granted
only to eligible employees of the Company and its subsidiaries. As of December
31, 2000, approximately 54 employees, directors and consultants participated in
the Plan.
The Compensation Committee of the Board of Directors administers the Plan.
The Committee has the power, subject to the provisions of the Plan, to determine
the persons to whom and the dates on which grants will be made, the number of
shares to be subject to each grant, the time or times during the term of each
grant within which all or a portion of such grant may be exercised, and the
other terms of the grants.
The maximum term of each option is ten years. ISOs granted under the Plan
generally vest in thirds over a three-year period following the date of grant
for employees of the Company. NSOs granted under the Plan generally vest
annually over a three-year period following the date of grant and
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immediately upon grant date for outside directors. Upon termination for cause or
at will, the unvested portion of the options will be forfeited.
The exercise price of all ISOs granted under the Option Plan must be at
least equal to the fair market value of the underlying stock on the date of
grant. The exercise price of NSOs granted under the Option Plan is not subject
to any limitation based on the then current market value of the Company's Common
Stock.
The Plan also provides for awards of restricted stock. A restricted stock
award is an award of shares of common stock which are subject to restrictions on
transfer for a period specified by the Compensation Committee. The holder must
pay at least par value ($0.01 per shares) for all restricted stock granted. In
the event the holder of restricted stock issued under the Plan ceases to be
employed by (or to act as a director or consultant to) the Company prior the end
of the restricted period, all shares still subject to restriction may be
purchased by the Company for the price paid by the holder. No awards of
restricted stock were made under the Plan in 2000.
The Plan also provides for awards of stock appreciation rights either alone
or in tandem with options. A SAR entitles the holder, upon exercise, to receive
a distribution in an amount equal to the difference between the fair market
value of a share of common stock of the Company on the date of exercise and the
exercise price of the SAR, or in the case of SARs granted in tandem with
options, the exercise price of any option to which the SAR is related,
multiplied by the number of shares as to which the SAR is exercised. The
Compensation Committee is authorized to decide whether such distribution shall
be in cash or in the Company's securities. All SARs will be exercised
automatically on the last day prior to the expiration date as long as the fair
market value of a share of the Company's common stock exceeds the exercise price
of the SAR. No awards of SARs were made under the Plan in 2000.
The Plan also provides for awards of performance shares. Performance shares
are shares of the Company's common stock based on the achievement by the
grantees of certain performance goals established by the Compensation Committee.
A participant must be a director, officer or employee of, or otherwise perform
services for the Company or its subsidiaries at the end of the performance cycle
in order to be entitled to a payment of a performance award. No performance
awards were made under the Plan in 2000.
No consideration is received by the Company for granting any option,
restricted stock or SAR under the Plan. An optionee may pay the exercise price
of an option in cash, by check, by surrender of shares of the Company's common
stock, by payment in accordance with a permitted cashless exercise program or by
any other forms of consideration approved by the Compensation Committee.
OPTION GRANTS IN LAST FISCAL YEAR
No options to acquire capital stock of the Company were granted to any of
the Named Executive Officers during the last fiscal year.
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OPTION EXERCISES IN LAST FISCAL YEAR AND YEAR-END OPTION VALUES
No options to acquire capital stock of the Company were exercised by any of
the Named Executive Officers during the last fiscal year.
COMPENSATION COMMITTEE REPORT
This report is provided by the Compensation Committee of the Board of
Directors (the "Committee") to assist stockholders in understanding the
Committee's objectives and procedures in establishing the compensation of the
Company's Chief Executive Officer and other executive officers. The Committee,
made up of non-employee Directors, is responsible for establishing and
administering the Company's executive compensation program. None of the members
of the Committee are eligible to receive awards under the Company's incentive
compensation programs other than the 1999 Long Term Incentive Plan.
The Company's executive compensation program is designed to motivate,
reward, and retain the management talent needed to achieve its business
objectives and maintain its competitiveness in the construction materials
industry. It does this by utilizing competitive base salaries that recognize a
philosophy of career continuity and by rewarding exceptional performance and
accomplishments that contribute to the Company's success.
COMPENSATION PHILOSOPHY AND OBJECTIVE
The philosophical basis of the compensation program is to pay for
performance and the level of responsibility of an individual's position. The
Committee finds greatest value in executives who possess the ability to
implement the Company's business plans as well as to react to unanticipated
external factors that can have a significant impact on corporate performance.
Compensation decisions for all executives, including the named executive
officers and the Chief Executive Officer, are based on the same criteria. These
include quantitative factors that directly improve the Company's short-term
financial performance, as well as qualitative factors that strengthen the
Company over the long term, such as demonstrated leadership skills and the
ability to deal quickly and effectively with difficulties which sometimes arise.
The Committee believes that compensation of the Company's key executives
should:
o Link rewards to business results and stockholder returns;
o Encourage creation of stockholder value and achievement of strategic
objectives;
o Maintain an appropriate balance between base salary and short-and
long-term incentive opportunity;
o Attract and retain, on a long-term basis, highly qualified executive
personnel; and
o Provide total compensation opportunity that is competitive with that
provided by competitors in the construction materials industry, taking
into account relative company size and performance as well as individual
responsibilities and performance.
KEY ELEMENTS OF EXECUTIVE COMPENSATION
The Company's executive compensation program consists of three elements:
Base Salary, Short-Term Incentives and Long-Term Incentives. Payout of
short-term incentives depends on corporate performance measured against annual
objectives and overall performance. Payout of the long-term incentives depends
on performance of the Company's stock, both in absolute and relative terms.
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BASE SALARY
A competitive base salary is crucial to support the philosophy of
management development and career orientation of executives. Salaries are
targeted to pay levels of the Company's competitors and companies having similar
capitalization and revenues, among other attributes. Executive salaries are
reviewed annually.
SHORT-TERM INCENTIVE
Short-term awards to executives are made in cash and in stock to recognize
contributions to the Company's business during the past year. The bonus an
executive receives is dependent on individual performance and level of
responsibility. Assessment of an individual's relative performance is made
annually based on a number of factors which include initiative, business
judgment, technical expertise, and management skills.
LONG-TERM INCENTIVE
Long term incentives to executives are made in grants of stock options and
grants of restricted stock and stock appreciation rights. These grants are made
under the Company's 1999 Long Term Incentive Plan.
2000 CHIEF EXECUTIVE OFFICER COMPENSATION
Mr. Harris' salary was increased in 1998, effective June 1, 1998, from
$200,000 to $300,000 per year. Mr. Harris received no salary increase in 1999 or
2000. He received a bonus of $200,000 in May 1999, in recognition of the
successful completion of the Company's Southeast expansion program, and 20,000
options to purchase common stock which vest over a three year period. The
Committee believes that Mr. Harris' base salary and incentive compensation was
within the range of compensation for chief executive officers of other companies
engaged in the basic construction materials industry and was consistent with the
foregoing philosophy and objectives and reflected the scope and level of his
responsibilities.
Members of the Compensation Committee
David A. Donnini, Chairman
Bruce V. Rauner
Raymond R. Wingard
Franz L. Cristiani
SHARE INVESTMENT PERFORMANCE
The following graph compares the total return performance of the Company
for the periods indicated with the performance of the Russell 2001 Index
(presented on a dividends reinvested basis) and the performance of a Peer Group
Index. The Company's shares are traded on the New York Stock Exchange under the
symbol "AGA". The Russell 2001 Index is comprised of the publicly traded stocks
of the 2,000 smallest companies included in the Russell 3000 Index, which
includes the publicly traded stocks of the 3,000 largest companies. The average
market capitalization of the companies included in the Russell 2001 Index is
approximately $526 million. The Peer Group Index includes the publicly traded
securities of Vulcan Materials Company, Florida Rock Industries, Inc., LaFarge
Corporations, U.S. Aggregates, Inc. and Martin Marietta Materials, Inc. The
total return indices reflect reinvested dividends and are weighted on a market
capitalization basis at the time of each reported data point.
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PERFORMANCE GRAPH
COMPARISON OF 16 MONTH CUMULATIVE TOTAL RETURN*
AMONG U.S. AGGREGATES, INC., THE RUSSELL 2000 INDEX
AND A PEER GROUP
[The table below represents a line chart in the printed piece.]
Period Ending 8/12/99 9/99 12/99 3/00 6/00 9/00 12/00
- ------------- ------- ----- ------ ------ ------ ------ ------
U.S. Aggregates, Inc. 100 92.92 80.00 95.83 120.83 110.42 51.25
Peer Group Index 100 90.29 91.17 97.36 90.99 88.68 99.34
Russell Index 100 99.85 118.27 126.65 121.86 123.21 114.70
FILINGS BY DIRECTORS, EXECUTIVE OFFICERS AND TEN PERCENT HOLDERS
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
directors, executive officers, 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 with the Securities and Exchange Commission.
Executive officers, directors, and greater than ten percent shareholders are
required by SEC regulation to furnish the Company with copies of all Section
16(a) forms they file.
Based solely on its review of the copies of such forms and related
amendments received by the Company, or written representations from certain
reporting persons that no Forms 5 were required for those persons, the Company
believes that all filings were made on a timely basis.
PROPOSAL 2
RATIFICATION OF INDEPENDENT PUBLIC ACCOUNTANTS
Arthur Andersen LLP has served as the Company's independent auditor for the
year ended December 31, 2000. Representatives of Arthur Andersen LLP are
expected to be present at the annual
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meeting, will have the opportunity to make a statement at the meeting if they
desire to do so, and will be available to respond to appropriate questions.
The affirmative vote of the holders of a majority of the shares of Common
Stock voting in person or by proxy on this proposal is required to ratify the
appointment of the independent auditors.
AUDIT FEES
The aggregate fees billed for professional services rendered by Arthur
Anderson LLP for its audit of the Company's annual financial statements for the
fiscal year ending December 31, 2000, and its reviews of the financial
statements included in the Company's Forms 10-Q and amended Forms 10-Q with
restated financial statements for that fiscal year, were $850,300.
FINANCIAL INFORMATION SYSTEMS DESIGN AND IMPLEMENTATION FEES
Arthur Anderson LLP billed no fees to the Company for financial information
systems design and implementation services during the most recent fiscal year.
ALL OTHER FEES
The aggregate fees billed to the Company for all other services rendered by
Arthur Anderson LLP for the most recent fiscal year were $70,650. These fees
related primarily to tax compliance and consulting, and auditing of the
Company's employee benefit plans.
AUDIT COMMITTEE REPORT
THE FOLLOWING REPORT OF THE AUDIT COMMITTEE DOES NOT CONSTITUTE MATERIAL
AND SHOULD NOT BE DEEMED FILED OR INCORPORATED BY REFERENCE INTO ANY OTHER
COMPANY FILING UNDER THE SECURITIES ACT OF 1933 OR THE SECURITIES EXCHANGE ACT
OF 1934, EXCEPT AS TO INFORMATION CONCERNING THE AUDITORS' ALLOCATION OF TIME
AND FEES AND CONSIDERATION OF THEIR IMPACT (IF ANY) ON INDEPENDENCE AND TO THE
EXTENT THAT THE COMPANY SPECIFICALLY INCORPORATES THIS REPORT BY REFERENCE
THEREIN.
To the Board of Directors
of U.S. Aggregates, Inc.: May 31, 2001
Our Committee has reviewed and discussed with management of the Company and
Arthur Anderson LLP, the independent auditing firm of the Company, the audited
financial statements of the Company as of December 31, 1999 and 2000 and for
each of the three years in the period ended December 31, 2000 (the "Audited
Financial Statements"). In addition, we have discussed with Arthur Anderson LLP
the matters required by Codification of Statements on Auditing Standards No. 61.
The Committee also has received and reviewed the written disclosures and
the letter from Arthur Anderson LLP required by Independence Standards Board
Standard No. 1, and we have discussed with that firm its independence from the
Company. We also have discussed with management of the Company and the auditing
firm such other matters and received such assurances from them as we deemed
appropriate.
Management is responsible for the Company's internal controls and the
financial reporting process. Arthur Anderson LLP is responsible for performing
an independent audit of the Company's financial statements in accordance with
generally accepted auditing standards and issuing a report thereon. The
Committee's responsibility is to monitor and oversee these processes.
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The Audit Committee consists of three members, Messrs. Wingard, Cristiani
and Dougherty (from May 25, 2001). Mr. Pullin retired as a director and member
of the Audit Committee on October 30, 2000. In 2000, the Committee met two
times. The Audit Committee has adopted a charter which is attached to this Proxy
Statement as Appendix A. Our securities are listed on the New York Stock
Exchange and are governed by its listing standards. All members of the Audit
Committee meet the independence standards of Section 303.01(B)(2)(a) of the New
York Stock Exchange Listing Company Manual. In addition, the Company's Board of
Directors has made a determination that as a result of Mr. Dougherty's
employment experience in finance, Mr. Dougherty has the requisite financial
sophistication required of at least one member of the Audit Committee under
Section 303.01(B)(2)(c) of the New York Stock Exchange listing Company Manual.
The Audit Committee of the Board of Directors has considered the effect
that provision of the services described under "All Other Fees" may have on the
independence of Arthur Anderson LLP. The Audit Committee has determined that
provision of those services is compatible with maintaining the independence of
Arthur Anderson LLP as the Company's principal accountants.
Based on the foregoing review and discussions and a review of the report of
Arthur Anderson LLP with respect to the Audited Financial Statements, and
relying thereon, we have recommended to the Company's Board of Directors the
inclusion of the Audited Financial Statements in the Company's Annual Report on
Form 10-K for the year ended December 31, 2000.
Audit Committee
Raymond R. Wingard
Franz L. Cristiani
Edward A. Dougherty
MANAGEMENT RECOMMENDS A VOTE "FOR" THE RATIFICATION OF THE
APPOINTMENT OF ARTHUR ANDERSEN LLP AS INDEPENDENT AUDITORS FOR
FISCAL YEAR ENDING DECEMBER 31, 2001
AVAILABILITY OF 10-K REPORT
THE COMPANY FILED ITS ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED
DECEMBER 31, 2000 WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 18, 2001.
A COPY OF THE REPORT, INCLUDING ANY FINANCIAL STATEMENTS AND SCHEDULES, AND A
LIST DESCRIBING ANY EXHIBITS NOT CONTAINED THEREIN, MAY BE OBTAINED WITHOUT
CHARGE BY ANY STOCKHOLDER. THE EXHIBITS ARE AVAILABLE UPON PAYMENT OF CHARGES
WHICH APPROXIMATE THE COMPANY'S COST OF REPRODUCTION OF THE EXHIBITS. REQUESTS
FOR COPIES OF THE REPORT SHOULD BE SENT TO THE OFFICE OF THE CORPORATE SECRETARY
AT THE MAILING ADDRESS OF THE COMPANY LISTED ON PAGE ONE OF THIS PROXY
STATEMENT.
-15-
OTHER BUSINESS
The Board of Directors knows of no other business that will be
presented for consideration at the annual meeting. If other matters are properly
brought before the meeting, however, it is the intention of the persons named in
the accompanying proxy to vote the shares represented thereby on such matters in
accordance with their best judgment.
By Order of the Board of Directors,
Hobart Richey
Secretary
May 31, 2001
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APPENDIX A
U.S. AGGREGATES, INC.
AUDIT COMMITTEE OF THE BOARD OF DIRECTORS
CHARTER
I. PURPOSE
The primary function of the Audit Committee is to assist the Board of
Directors in fulfilling its oversight responsibilities by reviewing: the
financial reports and other financial information provided by the
Corporation to any governmental body or the public; the Corporation's
systems of internal controls regarding finance, accounting, legal
compliance and ethics that management and the Board have established; and
the Corporation's internal and external auditing, accounting and financial
reporting processes generally. Consistent with this function, the Audit
Committee should encourage continuous improvement of, and should foster
adherence to, the corporation's policies, procedures and practices at all
levels. The Audit Committee's primary duties and responsibilities are to:
o Serve as an independent and objective party to monitor the
Corporation's financial reporting process and internal control
system.
o Review and appraise the audit efforts of the Corporation's
independent accountants and internal auditing department.
o Provide an open avenue of communication among the independent
accountants, financial and senior management, the internal
auditing department, and the Board of Directors.
The Audit Committee will primarily fulfill these responsibilities by
carrying out the activities enumerated in Section IV. of this Charter.
II. COMPOSITION
The Audit Committee shall be comprised of three or more directors as
determined by the Board, each of whom shall be independent directors, and
free from any relationship that, in the opinion of the Board, would
interfere with the exercise of his or her independent judgment as a member
of the Committee. The Board will take into account the rules of the New
York Stock Exchange and particularly Section 303.01 in determining the
"independence" of a member. All members of the Committee shall have a
working familiarity with basic finance and accounting practices, and at
least one member of the Committee shall have accounting or related
financial management expertise. Committee members may enhance their
familiarity with finance and accounting by participating in educational
programs conducted by the Corporation or an outside consultant.
The members of the Committee shall be elected by the Board at the
annual organizational meeting of the Board or until their successors shall
be duly elected and qualified or to fill any vacancy on the Committee from
time to time. Unless a Chair is elected by the full Board, the members of
the Committee may designate a Chair by majority vote of the full Committee
membership.
Appendix A
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III. MEETINGS
The Committee shall meet at least two times annually, or more
frequently as circumstances dictate. As part of its job to foster open
communication, the Committee should meet at least annually with management,
the director of the internal auditing department (if any) and the
independent accountants in separate executive sessions to discuss any
matters that the Committee or each of these groups believe should be
discussed privately. In addition, the Committee or at least its Chair may
meet with the independent accountants and management quarterly to review
the Corporations financials consistent with IV.4. below.
IV. RESPONSIBILITIES AND DUTIES
To fulfill its responsibilities and duties the Audit Committee shall:
Documents/Reports Review
1. Review and update this Charter periodically, at least annually, as
conditions dictate.
2. Review the organization's annual financial statements and any reports or
other financial information submitted to any governmental body, or the
public, including any certification, report, opinion, or review rendered by
the independent accountants.
3. Review the regular internal reports to management prepared by the internal
auditing department (if any) and management's response.
4. Review with financial management and the independent accountants the 10-Q
prior to its filing or prior to the release of earnings unless this
function is performed by the entire Board. The Chair of the Committee may
represent the entire Committee for purposes of this review.
5. Approve the report of the Audit Committee included in the Corporation's
Proxy Statement and any certifications required by the New York Stock
Exchange.
Independent Accountants
6. The independent accountants are ultimately accountable to the board of
directors and the audit committee, as representatives of shareholders. The
audit committee has the ultimate authority and responsibility to recommend
to the Board of Directors the selection of the independent accountants,
considering independence and effectiveness and approve the fees and other
compensation to be paid to the independent accountants. On an annual basis,
the Committee should receive in writing, review and discuss with the
accountants all significant relationships the accountants have with the
Corporation to determine the accountant's independence.
7. Review the performance of the independent accountants and approve any
proposed discharge of the independent accountants when circumstances
warrant.
8. Periodically consult with the independent accountants out of the presence
of management about internal controls and the fullness and accuracy of the
organization's financial statements.
Appendix A
-2-
Financial Reporting Process
9. In consultation with the independent accountants and the internal auditors
(if any), review the integrity of the organization's financial reporting
processes, both internal and external.
10. Consider the independent accountants' judgments about the quality and
appropriateness of the Corporation's accounting principles as applied in
its financial reporting.
11. Consider and approve, if appropriate, major changes to the Corporation's
auditing and accounting principles and practices as suggested by the
independent accountants, management, or the internal auditing department.
Process Improvement
12. Establish regular and separate systems of reporting to the Audit Committee
by each of management, the independent accountants and the internal
auditors (if any) regarding any significant judgments made in management's
preparation of the financial statements and the view of each as to
appropriateness of such judgments.
13. Following completion of the annual audit, review separately with each of
management, the independent accountants and the internal auditing (if any)
department any significant difficulties encountered during the course of
the audit, including any restrictions on the scope of work or access to
required information.
14. Review any significant disagreement among management and the independent
accountants or the internal auditing department in connection with the
preparation of the financial statements.
15. Review with the independent accountants, the internal auditing department
(if any) and management the extent to which changes or improvements in
financial or accounting practices, as approved by the Audit Committee, have
been implemented.
Ethical and Legal Compliance
16. Establish, review and update periodically a Code of Ethical Conduct and
ensure that management has established a system to enforce this Code.
17. Review management's monitoring of the Corporation's compliance with the
organization's Ethical Code, and ensure that management has the proper
review system in place to ensure that the Corporation's financial
statements, reports and other financial information disseminated to
governmental organizations, and the public satisfy legal requirements.
18. Review activities, organizational structure, and qualifications of the
internal audit department (if any).
19. Review, with the organization's counsel, legal compliance matters including
corporate securities trading policies.
20. Review, with the organization's counsel, any legal matter that could have a
significant impact on the organization's financial statements.
21. Perform any other activities consistent with this Charter, the
Corporation's By-laws and governing law, as the Committee or the Board
deems necessary or appropriate.
Appendix A
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U.S. AGGREGATES, INC.
PROXY SOLICITED BY BOARD OF DIRECTORS
FOR ANNUAL MEETING OF SHAREHOLDERS TO BE HELD JUNE 27, 2001
James A. Harris and Hobart Richey, or either of them, each with the power
of substitution and revocation, are hereby authorized to represent the
undersigned with all powers which the undersigned would possess if personally
present, to vote the securities of the undersigned at the annual meeting of
shareholders of U.S. AGGREGATES, INC. to be held at the Birmingham Marriott
Hotel at 3590 Grandview Parkway, Birmingham, Alabama 35243, at 9:30 a.m. local
time on Wednesday, June 27, 2001, and at any postponements or adjournments of
that meeting, and in their discretion upon any other business that may properly
come before the meeting. THE BOARD OF DIRECTORS RECOMMENDS AN AFFIRMATIVE VOTE
FOR PROPOSALS ONE AND TWO:
1. To elect Class II directors to hold office until the 2004 annual meeting of
shareholders or until their successors are elected and qualified.
[_] FOR all nominees listed below [ ] WITHHOLD AUTHORITY
(except as marked below) to vote for all nominees
listed below
Morris L. Bishop, Jr. Bruce V. Rauner Daniel W. Yih
TO WITHHOLD AUTHORITY TO VOTE FOR ANY NOMINEE, STRIKE THAT NOMINEE'S NAME FROM
THE LIST ABOVE:
2. To ratify the appointment of Arthur Andersen LLP as the Company's
independent auditors for the fiscal year ending December 31, 2001.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
The undersigned hereby acknowledges receipt of (a) Notice of Annual Meeting
of Shareholders to be held June 27, 2001, (b) the accompanying Proxy Statement,
and (c) the annual report of the Company for the year ended December 31, 2000.
If no specification is made, this proxy will be voted FOR proposals one and two.
Date:_____________________, 2001
Please sign exactly as your name appears at left. Executors, administrators,
traders, guardians, attorneys-in-fact, etc. should give their full titles. If
signer is a corporation, please give full corporate name and have a duly
authorized officer sign, stating title. If a partnership, please sign in
partnership name by authorized person. If stock is registered in two names, both
should sign.
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