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SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the registrant [ ]
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.
[ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12.
CASINO DATA SYSTEMS, INC.
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(Name of Registrant as Specified in Its Charter)
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(Name of Person(s) Filing Proxy Statement if Other Than the Registrant)
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:
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(2) Aggregate number of securities to which transaction applies:
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(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):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] Fee paid previously with preliminary materials.
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[ ] 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:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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[CASINO DATA SYSTEMS LOGO]
3300 Birtcher Drive
Las Vegas, Nevada 89118
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
MAY 25, 2000
TO THE STOCKHOLDERS OF CASINO DATA SYSTEMS:
Please take notice that the Annual Meeting of Stockholders of Casino Data
Systems will be held, pursuant to due call by the Board of Directors of the
Company, at the Corporate Offices of the Company located at 3300 Birtcher Drive,
Las Vegas, Nevada, on May 25, 2000 at 11:00 a.m. Pacific Daylight Time, or at
any adjournment or adjournments thereof, for the purpose of considering and
taking appropriate action with respect to the following:
1. To elect two directors to serve terms of two years.
2. To transact any other business as may properly come before the
meeting or any adjournments thereof.
Pursuant to due action of the Board of Directors, stockholders of record on
April 20 , 2000 (the "Record Date") will be entitled to vote at the meeting or
any adjournments thereof.
A PROXY FOR THE MEETING IS ENCLOSED HEREWITH. YOU ARE REQUESTED TO FILL IN
AND SIGN THE PROXY, WHICH IS SOLICITED BY THE BOARD OF DIRECTORS, AND MAIL IT
PROMPTLY IN THE ENCLOSED ENVELOPE. THE GIVING OF SUCH PROXY WILL NOT AFFECT YOUR
RIGHT TO VOTE IN PERSON SHOULD YOU LATER DECIDE TO ATTEND THE MEETING.
By Order of the Board of Directors
CASINO DATA SYSTEMS
/s/ Steven A. Weiss
Chairman of the Board of Directors
Las Vegas, Nevada
April 25, 2000
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PROXY STATEMENT
CASINO DATA SYSTEMS
3300 BIRTCHER DRIVE
LAS VEGAS, NEVADA 89118
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PROXY STATEMENT
-------------------------------------
ANNUAL MEETING OF STOCKHOLDERS TO BE HELD
MAY 25, 2000
PROXIES AND VOTING
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of Casino Data Systems (the "Company") to be
used at the Annual Meeting of Stockholders of the Company to be held May 25,
2000. Only stockholders of record at the close of business on April 20, 2000
(the "Record Date") will be entitled to vote at the meeting or any adjournments
thereof. The approximate date on which this Proxy Statement and the accompanying
proxy were first sent or given to stockholders was April 25, 2000.
The presence, in person or by proxy, of the holders of a majority of the
shares of common stock issued and outstanding is necessary to constitute a
quorum at the meeting. Proxies in the accompanying form which are properly
executed, duly returned to the Company and not revoked will be voted in
accordance with the instructions therein. Unless instructions to the contrary
are provided, the proxy will be voted in favor of the election of each of the
director nominees named in the proxy. The presence at the meeting of a
stockholder will not revoke his or her proxy. A proxy may be revoked at any time
before it is voted by written notice to the Company, addressed to Steven A.
Weiss, Chairman of the Board of Directors, at the principal offices of the
Company or by giving written notice to the Company at the meeting; provided,
however, that a revocation shall not be effective until such notice has been
received by the Company and a revocation shall not affect a vote on any matter
cast prior to such receipt.
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VOTING SECURITIES AND
PRINCIPAL HOLDERS THEREOF
The Company has outstanding one class of voting securities, common stock,
no par value, of which 18,436,239 shares were outstanding as of the close of
business on April 20, 2000. Each share of common stock is entitled to one vote
on all matters put to a vote of stockholders. The following table sets forth, as
of the Record Date, certain information regarding the beneficial ownership of
shares of common stock by each director of the Company, each of the executive
officers listed in the Summary Compensation Table, each person known to the
Company to be the beneficial owner of more that five percent of the outstanding
shares, and all directors and executive officers as a group. Except as otherwise
indicated, each stockholder has sole voting and investment power with respect to
the shares beneficially owned.
BENEFICIAL OWNERSHIP(1)
-----------------------
NAME OF BENEFICIAL OWNER NUMBER PERCENT
------------------------ ------ -------
Steven A. Weiss(2)(3)....................................... 2,881,216 15.5
Lee Lemas................................................... -- --
Howard Yenke................................................ 5,000 *
Phil E. Bryan(4)............................................ 14,063 *
Thomas E. Gardner(5)........................................ 6,625 *
John F. Harvey.............................................. 6,625 *
Franklin Resources, Inc.(6)................................. 1,380,000 7.5
Dimensional Fund Advisors(7)................................ 1,033,450 5.6
All current executive officers, directors and director
nominees, as a group
(5 persons)(8)............................................ 2,913,529 15.7
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* Less than one percent.
(1) Beneficial ownership is determined in accordance with rules of the
Securities and Exchange Commission and includes generally voting power
and/or investment power with respect to securities. Shares of the Company's
common stock subject to options currently exercisable or exercisable with 60
days of the date hereof, are deemed outstanding for computing the percentage
ownership of the person holding such option but are not deemed outstanding
for computing the percentage ownership of any other person. Except as
otherwise indicated, the Company believes that the beneficial owners of the
common stock listed above, based on information furnished by such owners,
have sole investment and voting power with respect to such shares, subject
to community property laws where applicable, and that there are no other
affiliations among the stockholders listed in the table.
(2) The address of such person is 3300 Birtcher Drive, Las Vegas, Nevada 89118.
(3) Includes 453,225 shares which are held by a trust for the benefit of Mr.
Weiss' spouse and 353,024 shares which are held by a trust of which Mr.
Weiss's spouse is one of the beneficiaries. Mr. Weiss disclaims beneficial
ownership of these shares.
(4) Represents options to purchase 14,063 shares that are exercisable within 60
days.
(5) Includes options to purchase 5,625 shares that are exercisable within 60
days.
(6) The address of such entity is 901 Mariners Island Blvd., 6th Floor, San
Mateo, CA 94404. Beneficial ownership is based upon the most recent Schedule
13G filed with the Securities and Exchange Commission on January 26, 2000.
(7) The address of such entity is 1299 Ocean Avenue, 11th Floor, Santa Monica,
CA 90404
(8) Includes options to purchase 195,875 shares that are exercisable within 60
days.
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ELECTION OF DIRECTORS
The Company's Bylaws, as amended, provide for the division of the Board of
Directors into two classes, each class serving for a term of two years. At the
2000 Annual Meeting of Stockholders, two directors are to be elected to serve
until the 2002 Annual Meeting, or, in all cases, until their successors are
elected and qualified. Management proposes for re-election to the Board of
Directors Messrs. Bryan and Yenke who have consented to continue their service
on the Board of Directors, if elected. If either nominee should withdraw or
otherwise become unavailable for reasons not presently know, the proxies which
otherwise would have been voted for such nominee will be voted for such
substitute nominee as may be selected by the Board of Directors. Shares
represented at the meeting in person or by proxy but not voted will nevertheless
be counted for purposes of determining the presence of a quorum. Directors will
be elected by a plurality of the votes cast. Only votes cast for a nominee will
be counted, except that the accompanying proxy will be voted for each of the
nominees named therein in the absence of instructions to the contrary.
Abstentions and instructions on the accompanying proxy card to withhold
authority to vote for either or both of the nominees will result in such
nominee(s) receiving fewer votes.
HOWARD W. YENKE, age 63, served the Company as Chief Executive Officer from
June 1998 to February 1999, and has served as a Director since June 1998. Prior
to joining the Company, Mr. Yenke served as President and Chief Executive
Officer of Silent Systems, Inc., a private company providing thermal and
acoustic products to the personal computer industry, a position he began in
November 1997. From June 1996 to November 1997, Mr. Yenke served as President,
Chief Executive Officer and Director of LANart Corporation, a privately held
company providing LAN connectivity solutions to the computer industry. Mr. Yenke
was also President and CEO of Enterprise Development Corporation of Palm Beach
County, a not-for-profit consulting services company from November 1994 to
November 1996. During the same time period, Mr. Yenke was President, CEO and
Director of Technology Deployment Holdings Company, Inc., a for profit
investment firm. From May 1994 to October 1994, Mr. Yenke served as President,
CEO and Director of ARCO Computer Products Company, a privately held company
providing PC peripheral products to the computer industry. From 1989 to 1994,
Mr. Yenke was employed by Boca Research, Inc. in several capacities including
President and CEO. Prior thereto, Mr. Yenke was employed by IBM Corporation for
over 25 years in various executive and management positions. Mr. Yenke also sits
on the boards of directors of IVI Checkmate Electronics, Inc. and Communications
Systems International.
PHIL E. BRYAN, JR., age 60, has served as Director of the Company since
April 1995. Mr. Bryan also served as Chief Executive Officer of the Company from
April 1995 to April 1996. Mr. Bryan was the Chief Operating Officer, President
and a director of Boomtown, Inc. from April 1996 to February 1999. Since
February 1999, Mr. Bryan has been employed by the Club Cal-Neva in Reno, Nevada
as its President and Chief Executive Officer. Mr. Bryan has more than thirty
years' experience in the gaming industry, including service as the President and
Chief Executive Officer of Gold River Operating Corp. from January 1993 to
February 1995. Prior thereto, Mr. Bryan served as President of the Sands Hotel
and Casino in Las Vegas from January to April 1992 and as Chief Executive
Officer of the Peppermill Casino Resort in Reno, Nevada from August 1982 to
January 1992.
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EXECUTIVE COMPENSATION
The following table sets forth the cash and non-cash compensation for each
of the last three fiscal years awarded to or earned by each executive officer of
the Company whose salary and bonuses exceeded $100,000 during the year ended
December 31, 1999.
SUMMARY COMPENSATION TABLE
LONG-
TERM
COMPENSATION
ANNUAL COMPENSATION AWARD
----------------------------------- ------------
ALL OTHER SECURITIES
FISCAL ANNUAL UNDERLYING ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY($) BONUS($) COMPENSATION OPTIONS COMPENSATION
--------------------------- ------ --------- -------- ------------ ---------- ------------
Steven A. Weiss............... 1999 300,000 -- 9,600(1) -- --
Chief Executive Officer and 1998 300,000 -- 9,600(1) 100,000 --
Chairman of the Board(2) 1997 300,000 -- 9,600(1) -- --
Howard Yenke(3)............... 1999 135,096 -- 2,585(1) -- --
Chief Executive Officer 1998 146,154 -- 5,539(1) 250,000 --
Lee Lemas(4).................. 1999 212,231 100,000 9,600(1) -- --
Chief Financial and 1998 147,913 -- 4,800(1) 150,000 --
Operating Officer
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(1) Represents automobile allowances provided to the Company's executive
officers.
(2) Mr. Weiss became the Company's Chief Executive Officer in February 1999.
(3) Mr. Yenke served as the company's Chief Executive Officer from June 1998 to
February 1999.
(4) Ms. Lemas was an executive officer of the Company from July 1998 to December
1999.
OPTION GRANTS IN LAST FISCAL YEAR
No executive officer named in the Summary Compensation Table was granted
options in the last fiscal year.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND
FISCAL YEAR-END OPTION VALUES
The following table summarizes information with respect to options held by
the executive officers named in the Summary Compensation Table and the value of
the options held by such persons as of the end of the last fiscal year.
VALUE OF IN-THE-MONEY
NUMBER OF UNEXERCISED OPTIONS AT
SHARES OPTIONS AT FY-END(#) FY-END($)
ACQUIRED ON VALUE ---------------------------- ----------------------------
NAME EXERCISE(#) REALIZED($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ---- ----------- ----------- ----------- ------------- ----------- -------------
Steven A. Weiss........... -- -- 103,062 75,000 84,290 164,250
Lee Lemas................. 12,000 37,500 25,500 -- 62,250 --
Howard Yenke.............. -- -- -- -- -- --
EMPLOYMENT AGREEMENTS
Mr. Weiss is employed by the Company pursuant to an agreement which expires
on December 31, 2002. Such agreement provides for a minimum base salary of
$300,000 per year, an annual bonus in an amount up to 50 percent of his base
salary, and an $800 per month automobile allowance. Mr. Weiss will receive a
base salary of $350,000 during the year ending December 31, 2000. Either the
Company or Mr. Weiss may terminate the agreement for any reason prior to its
expiration. In the event that the Company terminates the
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agreement without cause (as defined) or Mr. Weiss terminates his employment due
to a change in control of the Company or an adverse change in his working
conditions, the Company is obligated to continue Mr. Weiss' compensation for a
period of two years. Mr. Weiss' employment agreement also contains customary
provisions relating to non-competition and non-disclosure of confidential
information.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Company's Compensation Committee currently consists of Messrs. Yenke
and Thomas E. Gardner.
DIRECTOR COMPENSATION
Directors who are not also employees of the Company receive a $25,000
annual director's fee and are reimbursed for costs and expenses they incur to
attend board meetings. Directors who are not also employees of the Company are
entitled to participate in the Company's 1994 Non-Employee Director Stock Option
Plan. This plan is a formula stock option plan that provides for the initial
grant of a stock option covering 11,250 shares upon a person joining the Board
and an annual stock option grant covering 5,625 shares at each annual meeting of
stockholders. Each option granted has a ten-year term, vests equally over a two
year period and has an exercise price equal to the fair market value on the date
of grant.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
Decisions on compensation of the Company's executives generally have been
made by the Compensation and Stock Option Committee (the "Compensation
Committee") of the Board. Each member of the Compensation Committee is a
non-employee director. All decisions by the Compensation Committee relating to
the compensation of the Company's executive officers are reviewed by the full
Board. Each executive officer who also serves as a director of the Company
abstains from the discussion and vote relating to his or her compensation.
Pursuant to rules designed to enhance disclosure of the Company's policies
toward executive compensation, set forth below is a report prepared by the
compensation Committee addressing the Company's compensation policies for the
year ended December 31, 1999 as they affected the Company's executive officers.
The following report of the Compensation Committee, as well as the Performance
Graph set forth herein, are not soliciting material, are not deemed filed with
the Securities and Exchange Commission (the "SEC") and are not incorporated by
reference in any filing of the Company under the Securities Act of 1933, as
amended, or the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), whether made before or after the date of this Proxy Statement and
irrespective of any general incorporation language in any such filing.
The Compensation Committee's executive compensation policies are designed
to provide competitive levels of compensation that integrate pay with the
Company's annual objectives and long-term goals, reward above-average corporate
performance, recognize individual initiative and achievements, and assist the
Company in attracting and retaining qualified executives. The Compensation
Committee intends to set executive compensation at levels that the Compensation
Committee believes to be consistent with others in the Company's industry.
There are three elements in the Company's executive compensation program,
including the Chief Executive Officer, all determined by individual and
corporate performance.
- Base salary compensation
- Annual incentive compensation
- Stock options
Base salary compensation and increases are determined by the potential
effect the individual has on the Company, the skills and experiences required by
the job, and the performance and potential of the incumbent in the job.
Effective in April 1996, the Compensation Committee instituted a bonus
incentive compensation plan which allows each executive to earn a percentage of
such executive's base salary (up to 50%), payable
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quarterly, dependent upon the Company's earnings performance and the
individual's performance for such fiscal year. For the year 1999, the Chief
Executive Officer was not paid a bonus.
Awards of stock grants under the Company's 1993 Stock Option and
Compensation Plan (the "Plan") are designed to promote the identity of long-term
interest between the Company's executives and its stockholders, and assist in
the retention of executives. The Plan also permits the Committee to grant stock
options to key personnel. Options become exercisable based upon criteria
established by the Company.
While the value realizable from exercisable options is dependent upon the
extent to which the Company's performance is reflected in the market price of
the Company's common stock at any particular point in time, the decision as to
whether such value will be realized in any particular year is determined by each
individual executive and not by the Compensation Committee. Accordingly, when
the Committee recommends that an option be granted to an executive, that
recommendation does not take into account any gains realized that year by that
executive as a result of his or her individual decision to exercise an option
granted in a previous year.
The Compensation Committee does not anticipate that any of the compensation
payable to executive officers of the Company in the coming year will exceed the
limits and deductibilities set forth in section 162(m) of the Internal Revenue
Code of 1986, as amended. The Compensation Committee has not established a
policy regarding compensation in excess of these limits, but will continue to
monitor this issue.
By the Compensation and Stock Option Committee
HOWARD W. YENKE
THOMAS E. GARDNER
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STOCK PERFORMANCE GRAPH
The Securities and Exchange Commission the ("SEC") requires that the
Company include in this Proxy Statement a line-graph presentation comparing
cumulative, five-year return to the Company's stockholders (based on
appreciation of the market price of the Company's common stock) on an indexed
basis with (i) a broad equity market index and (ii) an appropriate published
industry or line-of-business index, or peer group index constructed by the
Company. The following presentation compares the Company's common stock price
from December 31, 1994 to December 31, 1999, to the S&P 500 Stock Index and a
"peer group" index created by the Company over the same period. The "peer group"
index that the Company believes is representative of its industry includes Acres
Gaming, Inc., Alliance Gaming Corporation, Anchor Gaming, GTech Holdings Corp.,
International Game Technology, Shuffle Master, Inc., WMS Industries, Silicon
Gaming, Inc., and Mikohn Gaming Corp.
In the graph, the presentation assumes that the value of an investment in
each of the Company's common stock, the S&P 500 Index, and the two peer group
indices was $100 on December 31, 1994, and that any dividends paid were
reinvested in the same security.
LOGO
TOTAL RETURN TO STOCKHOLDERS
(ASSUMES $100 INVESTMENT ON 12/31/94)
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TOTAL RETURN ANALYSIS 12/30/94 12/29/95 12/31/96 12/31/97 12/31/98 12/31/99
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Casino Data Systems $100.00 $238.10 $ 98.22 $ 41.07 $ 28.57 $ 57.13
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Peer Group $100.00 $117.62 $156.02 $194.98 $201.22 $194.56
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S&P 500 $100.00 $137.59 $169.23 $225.68 $289.31 $350.19
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Source: Carl Thompson Associates www.ctaonline.com (800) 959-9677. Data from
Bloomberg Financial Markets.
Note: Powerhouse Technologies, Inc. a peer group member, traded until the end of
June 1999, when it was acquired by Anchor Gaming.
Mikohn Gaming Corp. has been added as a new peer group member.
PROPOSALS OF STOCKHOLDERS
All proposals of stockholders intended to be included in the Proxy
Statement for the 2001 Annual Meeting of Stockholders of the Company must be
received be the Company at its executive offices on or before December 26, 2000.
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With respect to any stockholder proposal which the stockholder has not
sought to include in the Company's proxy statement for the 2001 Annual Meeting,
written notice of such proposal must be provided to the Company on or before
March 12, 2001, or management proxies will be allowed to use their discretionary
authority to vote on the proposal when it is raised during the meeting.
OTHER MATTERS
BOARD OF DIRECTORS AND COMMITTEES
The Board of Directors held five meetings and took one action in writing
during the last fiscal year. The Company has an audit committee and a
compensation and stock option committee, but does not have a nominating
committee of the Board of Directors.
During 1999, the Company's audit committee consisted of Messrs. Thomas E.
Gardner and Phil E. Bryan. The audit committee recommends to the full Board the
engagement of the independent accountants, reviews the audit plan and results of
the audit engagement, reviews the independence of the auditors, and reviews the
adequacy of the Company's system of internal accounting controls. The audit
committee met once during the last fiscal year.
During 1999, the Company's compensation committee, which consisted of
Messrs. Thomas E. Gardner and Phil E. Bryan, held one meeting during the last
fiscal year. The compensation and stock option committee reviews the Company's
remuneration policies and practices, makes recommendations to the Board in
connection with all compensation matters affecting the Company and administers
the Plan.
During 1999, each member of the Board of Directors attended at least 75
percent of the meetings of the Board of Directors and the board committees of
which he was a member.
INDEPENDENT ACCOUNTANTS
The Company has engaged the firm of Deloitte & Touche LLP ("Deloitte") as
independent accountant for the Company's fiscal year ending December 31, 2000. A
representative of Deloitte is expected to attend this year's Annual Meeting of
Stockholders and have an opportunity to make a statement and/or respond to
appropriate questions from stockholders.
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
officers and directors, and persons who own more than ten percent of a
registered class of the Company's equity securities, to file reports of
ownership and changes in ownership with the Securities and Exchange Commission
and the Nasdaq National Market. Officers, directors and greater than ten percent
stockholders are required by SEC regulation to furnish the Company with copies
of all Sections 16(a) forms they file. Based solely on review of the copies of
such forms furnished to the Company, or written representations that no Forms 5
were required, the Company believes that during the fiscal year ended December
31, 1999, all Section 16(a) filing requirements applicable to its officers,
directors and greater than ten percent beneficial owners were satisfied.
SOLICITATION
The Company will bear the cost of preparing, assembling and mailing the
proxy, Proxy Statement, Annual Report and other material which may be sent to
the stockholders in connection with this solicitation.
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Brokerage houses and other custodians, nominees and fiduciaries may be requested
to forward soliciting material to the beneficial owners of stock, in which case
they will be reimbursed by the Company for their expenses in doing so. Proxies
are being solicited primarily by mail, but, in addition, officers and regular
employees of the Company may solicit proxies personally, by telephone, by
telegram or by special letter.
The Board of Directors does not intend to present to the meeting any other
matter not referred to above and does not presently know of any matters that may
be presented to the meeting by others. However, if other matters come before the
meeting, it is the intent of the persons named in the enclosed proxy to vote the
proxy in accordance with their best judgment.
The Board of Directors
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[CASINO DATA SYSTEMS LOGO]
ANNUAL MEETING
3300 Birtcher Drive
Las Vegas, Nevada 89118
MAY 25,2000
10:30 A.M.
CASINO DATA SYSTEMS
PROXY FOR ANNUAL MEETING OF STOCKHOLDERS -- MAY 25,2000 PROXY
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The undersigned, a stockholder of Casino Data Systems (the "Company"), hereby
appoints Steven A. Weiss and Bruce W. Benson, and each of them as proxies, with
full power of substitution, to vote on behalf of the undersigned the number of
shares which the undersigned is then entitled to vote, at the Annual Meeting of
the Stockholders of Casino Data Systems to be held at the corporate offices of
the Company located at 3300 Birtcher Drive, Las Vegas, Nevada, on Thursday, May
25, 2000 at 11:00 a.m., and any adjournments or postponements thereof, upon
matters set forth below, with all the powers which the undersigned would possess
if personally present:
The undersigned hereby revokes all previous proxies relating to the shares
covered hereby and acknowledges receipt of the Notice and Proxy Statement
relating to the Annual Meeting.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
It will be voted on the matters set forth on the reverse side of this form as
directed by the stockholder, but if no direction is made in the space provided,
it will be voted FOR the election of all nominees to the Board of Directors.
(Continued, and TO BE DATED AND SIGNED on the reverse side)
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\/ Please detach here \/
1. Election of Directors: 01 HOWARD W.YENKE 02 PHIL E. BRYAN [ ] FOR all nominees [ ] WITHHOLD AUTHORITY
(except as marked to vote for all
Nominees for directorships, each for a two-year term: to the contrary below) nominees listed below
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE
WRITE THAT NOMINEE'S NAME ON THE SPACE PROVIDED TO THE RIGHT.) _________________________________________________
2. Upon such other business as may properly come before the meeting and any _________________________________________________
adjournments or postponements thereof.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS. IT WILL BE VOTED ON THE MATTERS SET FORTH ON THE REVERSE SIDE OF THIS
FORM AS DIRECTED BY THE STOCKHOLDER, BUT IF NO DIRECTION IS MADE IN THE SPACE PROVIDED, IT WILL BE VOTED FOR THE ELECTION OF ALL
NOMINEES TO THE BOARD OF DIRECTORS.
Address Change? Mark Box. Indicate changes below: [ ]
Date:_____________________________, 2000
_________________________________________________
_________________________________________________
(Stockholder must sign exactly as the name
appears at left. When signed as a corporate
officer, executor, administrator, trustee,
guardian, etc., please give full title as
such. Both joint tenants must sign.)