1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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 [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-12
BINDVIEW DEVELOPMENT CORPORATION
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(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:
-----------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
-----------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
-----------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
-----------------------------------------------------------------------
(5) Total fee paid:
-----------------------------------------------------------------------
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
-----------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
-----------------------------------------------------------------------
(3) Filing Party:
-----------------------------------------------------------------------
(4) Date Filed:
-----------------------------------------------------------------------
2
[BINDVIEW LOGO
APPEARS HERE]
April 13, 2001
Dear Fellow Shareholder:
I am pleased to invite you to attend BindView Development Corporation's 2001
annual meeting of shareholders. We will hold the meeting at 9:00 a.m. on Friday,
May 18, 2001, at BindView's corporate offices located at 5151 San Felipe,
Houston, Texas 77056, on the second floor.
The formal notice of meeting and proxy statement that follow this letter
describe the matters which the shareholders will consider and vote on at the
meeting. We have enclosed a proxy card so that you may grant your proxy to be
voted as you indicate. We have also enclosed a copy of our 2000 corporate
brochure and 2000 Form 10-K. We encourage you to read these materials.
Your vote is important. PLEASE COMPLETE, SIGN, DATE, AND MAIL YOUR PROXY
CARD PROMPTLY, whether or not you plan to attend the annual meeting. If you
attend the meeting you may vote in person even if you have mailed a signed and
dated proxy.
The Board of Directors recommends that you approve the proposal described in
the attached proxy statement. The rest of the Board of Directors and I look
forward to seeing you at the meeting.
Very truly yours,
/s/ ERIC J. PULASKI
-----------------------------------------------
Eric J. Pulaski
Chairman of the Board
3
[BINDVIEW LOGO
APPEARS HERE]
BINDVIEW DEVELOPMENT CORPORATION
5151 SAN FELIPE, 25TH FLOOR
HOUSTON, TEXAS 77056
---------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
---------------
BindView Development Corporation will hold its 2001 annual meeting of
shareholders at 9:00 a.m. on Friday, May 18, 2001, at BindView's corporate
offices located at 5151 San Felipe, Houston, Texas 77056, on the second floor.
At the meeting, we will:
o elect two directors; and
o transact any other business that may properly come before the meeting.
By Order of the Board of Directors,
/s/ D. C. TOEDT III
-----------------------------------------
D. C. Toedt III
Vice President, General Counsel,
and Secretary
Houston, Texas
April 13, 2001
PLEASE VOTE -- YOUR VOTE IS IMPORTANT
4
BINDVIEW DEVELOPMENT CORPORATION
PROXY STATEMENT
-----------------------------------------------------------------------
This proxy statement relates to the solicitation of proxies by the Board of
Directors of BindView Development Corporation for use at BindView's 2001 annual
meeting of shareholders. The meeting will be held at 9:00 a.m. on Friday, May
18, 2001, at BindView's corporate office located at 5151 San Felipe, Houston,
Texas 77056, on the second floor.
You are entitled to vote at that meeting if you were a holder of record of
BindView's common stock at the close of business on March 29, 2001. On April 13,
2001, we began mailing to shareholders entitled to vote at the meeting a proxy
card, this proxy statement, our 2000 corporate brochure and our 2000 Form 10-K.
On March 29, 2001, there were 51,196,275 shares of BindView's common stock
outstanding. Each share of common stock entitles the holder to one vote on each
matter considered at the meeting.
Your proxy card will appoint Richard P. Gardner and Shanoop Kothari as proxy
holders, or your representatives, to vote your shares as you indicate. If you
sign, date and return your proxy card without specifying voting instructions,
the proxy holders will vote your shares FOR the election of the director
nominees named in this proxy statement.
Signing, dating and returning your proxy card does not preclude you from
attending the meeting and voting in person. If you submit more than one proxy,
the latest-date proxy will automatically revoke your previous proxy. You may
revoke your proxy at any time before it is voted at the meeting by:
o delivering a signed written revocation letter, dated later than the
proxy, to BindView, attention: Shanoop Kothari; or
o attending the meeting and voting in person or by proxy. Attending the
meeting will not automatically revoke your proxy.
On the enclosed form of proxy, you may vote for or withhold authority to
vote for each of the director nominees listed in this proxy statement.
The Board expects the nominees named in this proxy statement to be available
for election. If either nominee is not available, and you have submitted a
signed and dated proxy card that does not withhold authority to vote for that
nominee, the proxy holders may vote your shares for a substitute. We are not
aware of any matters to be brought before the meeting other than those described
in this proxy statement. If you sign, date and return your proxy card, and any
other matters are properly brought before the meeting, the persons named in the
enclosed proxy will vote your shares in accordance with their best judgment.
No business can be conducted at the meeting unless a majority of all
outstanding shares entitled to vote are either present at the meeting in person
or represented by proxy.
Representatives of Mellon Investor Services L.L.C., the transfer agent and
registrar for the common stock, will act as the independent inspector of
election.
Share information in this proxy statement gives effect to the one-for-one
stock dividend paid by BindView on February 17, 2000 (the "Stock Split"), unless
indicated otherwise.
5
PROPOSAL : ELECTION OF DIRECTORS
At the meeting, you the shareholders will elect two directors. The Board is
comprised of five directors divided into three classes, each class being
composed as equally in number as possible in accordance with BindView's Amended
and Restated Articles of Incorporation. The classes have staggered three-year
terms, with the term of one class expiring at each annual meeting of
shareholders.
The directors in Class III, whose terms expire at the meeting, are Peter L.
Bloom and Eric J. Pulaski. Messrs. Bloom and Pulaski are nominated to serve in
Class III for another term expiring at the 2004 annual meeting of shareholders.
The directors in Class I are serving terms that expire at the 2002 annual
meeting of shareholders. The director in Class II is serving a term that expires
at the 2003 annual meeting of shareholders.
The two nominees who receive the most votes will be elected to the open
directorships in Class III even if they receive less than a majority of the
votes cast. Abstentions and broker non-votes will not be treated as a vote for
or against any particular director nominee and will not affect the outcome of
the election.
DIRECTOR
AGE POSITION SINCE
--- -------- -----
CLASS I DIRECTORS
Richard P. Gardner 47 President, Chief Executive Officer and Director 2000
Richard A. Hosley II (a) 56 Director 1998
CLASS II DIRECTORS
Leland D. Putterman (a)(b) 41 Director 1999
NOMINEES FOR ELECTION FOR CLASS III
Peter L. Bloom(a)(b) 43 Director 1997
Eric J. Pulaski 37 Chairman of the Board and Chief Technology 1990
Officer
----------
(a) Member of the Audit Committee. The Audit Committee was composed of
Messrs. Bloom and Hosley until November 9, 2000, and thereafter it
was composed of Messrs. Bloom, Hosley and Putterman.
(b) Member of the Compensation Committee. Mr. Putterman was appointed
to the Compensation Committee in August 2000.
Background of Directors and Director Nominees
Peter L. Bloom has served as a director of BindView since October 1997. Mr.
Bloom is a managing member of General Atlantic Partners, LLC, a private equity
firm that invests globally in software services and related information
technology companies. Prior to joining General Atlantic Partners, LLC in 1996,
Mr. Bloom spent 13 years at Salomon Brothers, an investment banking firm, where
he last was the managing director of Salomon's U.S. technology division. Mr.
Bloom is on the board of directors of Predictive Systems, Inc., is a special
advisor to the board of directors of E-TRADE Securities, Inc. and is a board
member of a number of private companies. Mr. Bloom holds a B.A. degree in
computer studies and economics from Northwestern University.
Richard P. Gardner has served as president and chief executive officer and
as a director of BindView since January 2000. Before joining BindView, Mr.
Gardner had been senior vice president, field operations at BMC Software, Inc.
("BMC") since April 1, 1999 and was senior vice president, worldwide sales and
marketing from August 1997 to April 1999. He joined BMC as senior vice
president, North American sales, in May 1994. Prior to his career at BMC, he was
employed by IBM Corporation from March 1975 to May 1994 in various sales,
marketing, and general management capacities. Mr. Gardner holds a B.S. degree
from Louisiana State University.
-2-
6
Richard A. Hosley II has served as a director of BindView since January
1998. Since October 1990, Mr. Hosley has been a private investor. From 1980 to
1990, Mr. Hosley was employed by BMC, where he held a variety of positions
including vice president of sales and marketing, president, chief executive
officer and vice chairman. Prior to joining BMC, Mr. Hosley was employed by IBM.
Mr. Hosley holds a B.A. degree in economics from Texas A&M University.
Eric J. Pulaski founded BindView in May 1990 and served as BindView's
chairman of the board, president and chief executive officer from its inception
until January 2000, when he recruited Mr. Gardner to serve as president and
chief executive officer. He continues to serve as chairman of the board and
chief technology officer. Before founding BindView, Mr. Pulaski was employed as
director of the advanced services division of Network Resources, Inc., a
Houston-based systems integration firm. Mr. Pulaski holds a B.A. degree in
humanities from the University of Texas at Austin.
Leland D. Putterman has served as a director of BindView since August 1999.
For four years prior to joining the Board, he was vice president of worldwide
marketing for BMC. Prior to his position at BMC, Mr. Putterman held several
sales management roles at Oracle Corporation as well as the position of vice
president of product marketing. Mr. Putterman currently is on the boards of
several software and Internet companies. He graduated with honors from Princeton
University in 1982 with a B.A. degree in economics.
COMMITTEES OF THE BOARD AND MEETING ATTENDANCE
The Board has an Audit Committee and Compensation Committee. The Audit
Committee was composed of Messrs. Bloom and Hosley until November 9, 2000, and
thereafter of Messrs. Bloom, Hosley and Putterman. Each of Messrs. Bloom, Hosley
and Putterman were independent directors as defined by Rule 4200(a)(14) of the
National Association of Securities Dealers listing standards. The Compensation
Committee was composed of Messrs. Bloom and then-director John J. Moores until
Mr. Moores' resignation from the Board in August 2000; beginning August 15,
2000, the Compensation Committee was composed of Messrs. Bloom and Putterman.
During 2000, the Board met five times and the Audit Committee met three times.
During 2000, the Compensation Committee as such acted by unanimous written
consents in lieu of meetings; certain compensation issues were discussed by the
committee members in conjunction with meetings of the entire Board. During 2000,
all currently-incumbent directors attended, in person or by telephone, at least
75% of all meetings held by the Board and by the committees on which the
directors served.
Audit Committee. The Audit Committee recommends the independent public
auditors appointed by the Board to audit our financial statements and reviews
issues raised by those auditors as to the scope of their audit and their audit
report, including any questions and recommendations they may have relating to
our internal accounting and auditing procedures. The Board has adopted a written
charter for the Audit Committee that is attached to this proxy statement as
Appendix A.
Compensation Committee. The Compensation Committee approves the compensation
to be paid to our executive officers and to the members of the Board, as well as
grants of stock options and restricted stock awards to such individuals.
-3-
7
AUDIT COMMITTEE REPORT
The Audit Committee of the Board, which is composed of three non-employee
directors, has furnished the following report.
The Audit Committee has reviewed and discussed with management BindView's
audited financial statements for the year 2000 audited by PricewaterhouseCoopers
LLP, BindView's principal independent public accountants, has discussed with the
independent accountants the matters required to be discussed by SAS 61
(Codification of Statements on Auditing Standards, AU Section 380), has received
the written disclosures and the letter from the independent accountants required
by Independence Standards Board Standard No. 1 (Independence Discussions with
Audit Committees) and has discussed with the independent accountants the
independent accountant's independence. Based on the foregoing reviews and
discussions, the Audit Committee has recommended to the Board that the company's
financial statements audited by PricewaterhouseCoopers LLP should be included in
BindView's annual report on Form 10-K.
AUDIT COMMITTEE:
Peter L. Bloom
Richard A. Hosley II
Leland D. Putterman
COMPENSATION OF DIRECTORS
We reimburse our directors for out-of-pocket expenses incurred in attending
Board meetings. Except for Messrs. Hosley and Putterman, no member of the Board
currently receives any additional cash compensation. Messrs. Hosley and
Putterman each receive $1,000 per Board meeting attended. Mr. Hosley and Mr.
Bloom have received options to acquire 100,000 shares of common stock at an
exercise price of $1.92 per share, and Mr. Putterman has received options to
acquire 40,000 shares of common stock at an exercise price of $10.00 per share
under our 1998 Non-Employee Directors Stock Option Plan. These options vest in
annual installments over five years, except that they vest in full if BindView
is subject to a change in control (as defined in that plan) or if the optionee
dies or becomes disabled. These options expire ten years from the date of grant
or, if earlier, 90 days after the optionee ceases to be a director or 12 months
after the optionee's death.
EXECUTIVE OFFICERS AND COMPENSATION
The following table shows the names, ages and titles of our executive
officers as of March 29, 2001.
NAME AGE POSITION
- ---- --- ----------------------------------------------------
Richard P. Gardner........... 47 President and Chief Executive Officer
Paul J. Cormier.............. 44 Senior Vice President - Research & Development
William D. Miller............ 49 Senior Vice President - Worldwide Sales and Services
Eric J. Pulaski.............. 37 Chairman of the Board and Chief Technology Officer
Kevin M. Weiss............... 44 Senior Vice President and Chief Marketing Officer
For information regarding Mr. Gardner's and Mr. Pulaski's backgrounds, see
"Background of Directors and Director Nominees."
Paul J. Cormier is BindView's senior vice president of research and
development. He joined the company as vice president of research & development
in connection with BindView's acquisition of Netect Ltd. in March 1999. Mr.
Cormier had served as vice president of research & development and chief
technology officer of Netect since September 1998. Prior to joining Netect, Mr.
Cormier was the director of software engineering for Digital Equipment
Corporation's Internet software group, which later became AltaVista.
William D. Miller is BindView's senior vice president of worldwide sales and
services. Before joining BindView in April 2000, Mr. Miller was vice president
of sales for IBM's European industrial sector. Mr. Miller's responsibilities
included sales, marketing, profit, and customer satisfaction for IBM's
industrial sector clients in
-4-
8
Europe, the Middle East, and Africa. Before his European assignment, Mr. Miller
held various sales, marketing and general management positions with IBM in the
US. Mr. Miller worked for IBM from June 1979 until April 2000.
Kevin M. Weiss is BindView's senior vice president & chief marketing
officer. Prior to joining BindView in October 2000, Mr. Weiss was senior vice
president of Americas field operations of BMC Software, Inc., where his
responsibilities included sales, marketing, administration and finance. In
addition, Mr. Weiss' worldwide responsibilities included pricing, revenue and
expense planning, personnel development, IT infrastructure support and channel
strategy. Mr. Weiss was employed at BMC from June 1995 to September 2000. Before
joining BMC, Mr. Weiss worked at IBM Corporation from August 1979 to June 1995
in a variety of sales, marketing and general management positions.
All officers of BindView hold office until their respective successors are
duly elected and qualified or their earlier resignation or removal.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Compensation Committee of the Board, which is composed of non-employee
directors, has furnished the following report on executive compensation.
Executive Compensation Program
BindView's executive compensation program is designed to attract, motivate
and retain talented management personnel and to reward management for the
company's successful financial performance and for increasing shareholder value.
BindView's compensation program consists of three principal elements: base
salary, performance bonus and stock options. Together these elements comprise
total compensation value. The Compensation Committee believes that the total
compensation program for executives of BindView is competitive with the
compensation programs provided by other comparable companies.
Base Salary: The Compensation Committee periodically reviews base salaries
of executive officers, including the executive officers named in the "Summary of
Executive Compensation" discussion below. The factors considered in setting
salaries include (but are not necessarily limited to) salaries paid to persons
holding comparably-responsible positions at other similarly-situated companies;
the applicable cost of living; the company's overall financial performance; the
individual's past performance and potential with the company; and input from the
chief executive officer. The consideration of additional factors and the weight
given to any particular factor are within the discretion of the Compensation
Committee.
The 2000 base salary for former CEO Eric J. Pulaski was based on his
position, responsibility, level of experience, and on his individual performance
and BindView's performance in prior years. The 2000 base salary for CEO Richard
P. Gardner was as provided in his employment agreement with BindView, which was
negotiated on an arm's-length basis in view of his position and
responsibilities, level of experience in BindView's industry, and anticipated
contribution to BindView's performance.
Annual Performance Bonuses: Total compensation for executive officers also
includes cash bonuses in accordance with BindView's senior-executive bonus plan,
with the on-target amount for each incumbent executive officer being specified
in the executive officer's employment agreement with BindView, based on the same
factors as described above for executive-officer salaries. The 2000 cash bonus
awards were based on BindView's revenue growth and profitability as well as each
individual's position, responsibility and level of experience.
Stock Options: Total compensation for executives also includes long term
incentives in the form of stock options, which are generally provided through
initial stock option grants at the date of hire and periodic additional stock
option grants. Stock options are instrumental in promoting the alignment of
long-term interests between BindView's management and shareholders because an
option holder realizes gains only if the stock price increases over the fair
market value at the date of grant. In determining the amount of option grants,
we evaluate the position of the employee, responsibility of the employee and
overall compensation package. All options are granted at a strike price of at
least fair market value at the date of grant. The long-term value realized by
management through option exercises is directly linked to the enhancement of
shareholder value.
-5-
9
In January, 2000, Richard P. Gardner became the president and CEO of
BindView. At that time, the Board unanimously approved contingent grants to Mr.
Gardner of ten-year options to purchase 2,500,000 shares of BindView common
stock, including 2,000,000 shares at the then-market price of $23.375 per share
and an additional 500,000 shares at a then above-market price of $40 per share.
Such grants were contingent on subsequent approval by BindView's shareholders of
an amendment to a BindView stock option plan (the Omnibus Incentive Plan) to
increase the number of shares available for issue under that plan to a number
sufficient to permit the grant to Mr. Gardner. In early April 2000, the market
price of the company's stock dropped significantly. On May 1, 2000, while the
option grant to Mr. Gardner remained subject to such contingency, the
Compensation Committee unanimously approved amending the terms of the option
grants to provide for a single ten-year option to purchase 1,650,000 shares at a
then above-market price of $10 per share (the company's stock closed that day at
$8.0625). In light of the relatively short period of time that Mr. Gardner had
been with the company, the Compensation Committee took this action in order to
more closely align Mr. Gardner's personal financial incentives with the
interests of the company's shareholders. Under the amended option terms, the
size of Mr. Gardner's aggregate 2,500,000-share grant was reduced by 850,000
shares (34%), and its aggregate option pricing, relative to the market price of
the stock, was increased from a 14% premium over market on the date of the
grants to a 24% premium over market on the date of the amendment. BindView's
shareholders approved the amendment to the Omnibus Incentive Plan at the annual
meeting on May 5, 2000, at which time Mr. Gardner's (amended) option grant
ceased to be a contingent grant.
Applicable Tax Code Provision. The compensation committee has reviewed the
potential consequences for BindView of Section 162(m) of the Internal Revenue
Code, which limits the tax deduction a company can claim for annual compensation
in excess of $1million to certain executives. This limit did not affect BindView
in 2000 and is not expected to affect BindView in 2001.
COMPENSATION COMMITTEE:
Peter L. Bloom
Leland D. Putterman
SUMMARY OF EXECUTIVE COMPENSATION
The following table summarizes compensation information for the chief
executive officer and certain of BindView's most highly compensated executive
officers (the "Named Executive Officers"), determined by reference to total
annual salary and bonus for the fiscal year ended December 31, 2000.
LONG-TERM COMPENSATION
----------------------------
ANNUAL COMPENSATION RESTRICTED SECURITIES
-------------------------
STOCK UNDERLYING ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS AWARDS OPTIONS(#)(1) COMPENSATION (2)
- ----------------------------- ----- ------ --------- ------------- -------------- ----------------
Richard P. Gardner........... 2000 $222,549 $ -- -- 1,650,000 $ --
President & Chief
Executive Officer
Marc R. Camm (3) ............ 2000 168,456 -- -- -- 5,250
Vice President of Marketing 1999 143,006 41,633 -- 437,500 8,558
Paul J. Cormier (4).......... 2000 175,780 -- -- -- 5,250
Vice President of Research
and
Development 1999 131,835 44,547 437,500 5,726
William D. Miller (5)........ 2000 102,993 104,464 -- 400,000 35,000
Vice President of Worldwide
Sales
Scott R. Plantowsky (6)...... 2000 150,000 -- -- -- 5,250
Senior Vice President and 1999 132,292 53,446 450,000 10,000
Chief Financial Officer 1998 110,000 104,164 -- -- 10,000
Eric J. Pulaski (7).......... 2000 150,000 -- -- -- 5,250
Chairman & Former President 1999 150,000 61,086 -- -- 10,000
& Chief Executive Officer 1998 148,125 66,508 -- -- 10,000
- ----------
(1) Gives effect to the Stock Split.
-6-
10
(2) "All other compensation" for Mr. Miller includes payments made by BindView
on his behalf in connection with his relocating to Houston, Texas, home of
BindView's corporate headquarters. "All other compensation" for the other
Named Executive Officers includes BindView's contributions to the BindView
Development Corporation 401(k) Profit Sharing Plan.
(3) Mr. Camm serves as BindView's Vice President - Marketing. In October 2000,
as a result of a realignment of certain management responsibilities, Mr.
Camm ceased to be an "executive officer" of BindView for purposes of this
proxy statement.
(4) Mr. Cormier joined BindView in March 1999.
(5) Mr. Miller joined BindView in April 2000. "Salary" for him is his salary
from the date he joined BindView through the end of 2000. "Bonus" for him
is the bonus provided by BindView's senior-executive bonus plan, taking
into account the on-target amount in his employment agreement and his
joining BindView in the second fiscal quarter of 2000.
(6) Mr. Plantowsky resigned as BindView's senior vice president and chief
financial officer and as a director of the company on January 23, 2001.
(7) Mr. Pulaski served as president and chief executive officer until January
2000. He continues to serve as chairman and chief technology officer.
OPTION GRANTS FOR FISCAL YEAR ENDED DECEMBER 31, 2000
This table shows information concerning individual grants of stock options
made during the year ended December 31, 2000, to each of the Named Executive
Officers.
POTENTIAL REALIZABLE VALUE
AT ASSUMED ANNUAL RATES
OF STOCK PRICE APPRECIATION
SHARES OF PERCENT OF FOR OPTION TERM(2)
COMMON STOCK TOTAL OPTIONS EXERCISE ------------------------
UNDERLYING GRANTED TO PRICE PER
NAME OPTIONS(#)(1) EMPLOYEES SHARE($) EXPIRATION 5%($) 10%($)
- ------------------- ----------------------------- ---------- ---------- ------------ ----------
Richard P. Gardner 1,650,000 30.2 10.00 1/10 5,170,733 18,007,020
Marc. R. Camm (3)..... -- -- -- -- -- --
Paul J. Cormier....... -- -- -- -- -- --
William D. Miller..... 250,000 4.6 6.88 5/10 1,080,913 2,739,245
150,000 2.7 6.92 10/10 652,972 1,654,759
Scott R. Plantowsky(3) -- -- -- -- -- --
Eric J. Pulaski....... -- -- -- -- -- --
- ----------
(1) Gives effect to the Stock Split.
(2) The potential realizable value of the options is based on an assumed
appreciation in the price of the common stock at a compounded annual rate
of 5% or 10% from the date the option was granted until the date the option
expires. The 5% and 10% appreciation rates are set forth in the Securities
and Exchange Commission's regulations. BindView does not represent that the
common stock will appreciate at these assumed rates.
(3) See notes concerning Messrs. Camm and Plantowsky under the heading "Summary
of Executive Compensation."
-7-
11
OPTION EXERCISES AND FISCAL YEAR END OPTION VALUES
This table shows all stock options exercised by the Named Executive Officers
during the fiscal year ended December 31, 2000, and the number and value of
options each held at fiscal year end.
NUMBER OF
SECURITIES UNDERLYING VALUE OF UNEXERCISED
UNEXERCISED OPTIONS AT "IN-THE-MONEY" OPTIONS AT
SHARES VALUE DECEMBER 31, 2000(#)(1) DECEMBER 31, 2000($)(2)
----------------------------- ---------------------------
ACQUIRED ON REALIZED
EXERCISE(#) ($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
----------- -------- ----------- ------------- ----------- -------------
Richard P. Gardner.... -- -- -- 1,650,000 -- --
Marc R. Camm (3)...... 250 $ 8,138 164,977 285,117 $84,813 $5,310
Paul J. Cormier....... -- -- 162,459 291,043 $66,794 $47,716
William D. Miller..... -- -- -- 400,000 -- $1,005,365
Scott R. Plantowsky(3) -- -- 1,095,000 335,000 $8,350,041 $43,706
Eric J. Pulaski....... -- -- -- -- -- --
- ----------
(1) Gives effect to the Stock Split.
(2) The value of the unexercised "in-the-money" options equals the difference
between the option exercise price and the closing price of BindView stock
at fiscal year end, multiplied by the number of shares underlying the
options. The closing price of BindView stock on December 31, 2000, as
reported on the Nasdaq Stock Market, was $9.41.
(3) See notes concerning Messrs. Camm and Plantowsky under the heading "Summary
of Executive Compensation."
COMMON STOCK PERFORMANCE COMPARISONS
The following performance graph compares the performance of BindView's
common stock to the Nasdaq Stock Market (U.S.) Index and the Standard & Poor's
Computers (Software & Services) Index. The graph assumes an investment in
BindView's common stock and each index of $100 at June 30, 1998, in the case of
the indexes and at July 24, 1998, the effective date of BindView's initial
public offering, in the case of BindView stock, and that all dividends were
reinvested.
-8-
12
COMPARISON OF CUMULATIVE TOTAL RETURN
AMONG BINDVIEW DEVELOPMENT CORPORATION,
THE NASDAQ STOCK MARKET (U.S.) INDEX
AND THE S&P COMPUTERS (SOFTWARE & SERVICES) INDEX
[PERFORMANCE GRAPH APPEARS HERE]
7/24/98 12/31/98 12/31/99 12/31/00
------- -------- -------- --------
BindView Development Corporation..... 100 275 497 188
Nasdaq Stock Market (U.S.)........... 100 117 212 131
S&P Computers (Software & Services).. 100 120 221 104
This graph is based on historical data and is not necessarily indicative of
future performance. This graph shall not be deemed to be "soliciting material"
or to be "filed" with the Securities and Exchange Commission or subject to the
Regulations of 14A or 14C under the Exchange Act or subject to the liabilities
of Section 18 under the Exchange Act.
EMPLOYMENT AGREEMENTS OF NAMED EXECUTIVE OFFICERS
Of the Named Executive Officers, we have employment agreements with Messrs.
Gardner, Camm, Cormier, Miller, and Plantowsky.
Richard P. Gardner's employment agreement provides for an annual base salary
of $225,000 and incentive bonus compensation based on achieving management based
objectives and revenue and profitability goals. Mr. Gardner may terminate his
employment without giving prior notice. BindView can terminate Mr. Gardner's
employment upon written notice, with or without cause. Under Mr. Gardner's
employment- and stock-option agreements with BindView, if Mr. Gardner's
employment is terminated by BindView other than for cause, or if he resigns for
good reason (as defined in the agreement), then 50% of all his unvested options
will vest and become immediately exercisable as of the termination date, except
that if the termination is in conjunction with a change of control, then 100% of
all unvested options will vest and become immediately exercisable as of the
termination date. In addition, BindView is obligated to pay Mr. Gardner a
separation payment in an amount equal to 36 times (or, if the vested portion(s)
of his option(s) to purchase the company's stock have appreciated by at least
$10 million, 12 times) the average of Mr. Gardner's monthly base salary for the
12 months immediately preceding his termination date, or such
-9-
13
shorter period over which he was continuously employed by the company. BindView
is also obligated to maintain Mr. Gardner as a participant in, or provide
benefits comparable to those of, the company's health insurance benefit plan for
six months after his termination date. Under Mr. Gardner's stock-option
agreement with the company, in the event of a change of control, any unvested
portion of Mr. Gardner's stock options as of the effective date of the change of
control will become fully vested unless Mr. Gardner remains chief executive
officer and a member of the board of directors of BindView or of the surviving
entity in any merger, consolidation or reorganization in which BindView is not
the surviving entity.
Marc R. Camm: See the note concerning Mr. Camm under the heading "Summary of
Executive Compensation," above. Mr. Camm's amended and restated employment
agreement provides for an annual base salary, as of October 2000, of $116,666,
plus bonus compensation based on his productivity in certain duties. Either
party may terminate Mr. Camm's employment upon two weeks' notice. If, before May
2002, he resigns, or his employment is terminated other than for cause, he is
entitled to a payment of the amount of his base salary and to an amount that
would have been paid to him for the period between his termination date and May
2002. Under an amendment to Mr. Camm's stock-option agreement with the company,
entered into contemporaneously with his amended and restated employment
agreement, his BindView stock options ceased to vest in March 2001; he may
exercise any vested options at any time on or before December 31, 2001.
Paul J. Cormier's employment agreement provides for an annual base salary of
$175,000 and incentive bonus compensation based on achieving management based
objectives and revenue and profitability goals. Mr. Cormier may terminate his
employment without giving prior notice. BindView can terminate Mr. Cormier's
employment upon written notice, with or without cause. BindView may also
terminate Mr. Cormier's employment upon his death or disability. If BindView
terminates Mr. Cormier's employment other than for cause, or if his employment
is terminated automatically because of his death, then he is entitled to any
accrued but unpaid incentive bonus compensation for the immediately-preceding
quarter, plus a prorated portion of any unpaid incentive bonus compensation to
which he would have been entitled for the quarter in which the termination
occurs. In addition, if BindView terminates Mr. Cormier's employment for any
reason other than for cause or his disability, then he is entitled to receive
his annual base salary for one year in 12 monthly installments. If Mr. Cormier
resigns for good reason (as defined in the agreement), then he is entitled to
the same payments as if BindView had terminated his employment other than for
cause or disability. Under Mr. Cormier's stock option agreements with Netect and
with BindView, his options to purchase BindView stock will be subject to
accelerated vesting, and in certain cases will become fully vested, in the event
of a change of control.
William D. Miller's employment agreement provides for an annual base salary
of $150,000 and incentive bonus compensation based on achieving management based
objectives and revenue and profitability goals. Mr. Miller may terminate his
employment without giving prior notice. BindView can terminate Mr. Miller's
employment upon written notice, with or without cause. The agreement provides
for different outcomes depending upon the reason for the termination of
employment. If Mr. Miller's employment is terminated by BindView other than for
cause or disability, or if he resigns for good reason, then he is entitled to a
severance period of one year (or two years if his options profit, as defined in
the agreement, is less than $1 million), during which he continues to receive
his base salary and quarterly bonus payments equal to an annual bonus of
$150,000 (which he may opt to take in a present-value lump sum discounted at 8%
per annum interest), along with medical / health benefits. Under Mr. Miller's
stock-option agreement with the company, Mr. Miller's options will become fully
vested if, after any change of control (as defined in the agreement), he resigns
for good reason (as defined in the agreement) or is terminated by the company
other than for cause.
Scott R. Plantowsky: See the note concerning Mr. Plantowsky under the
heading "Summary of Executive Compensation," above. In connection with Mr.
Plantowsky's resignation, he and the company entered into an agreement providing
for him to act in a limited consulting role in connection with certain specific
projects designated by the company's CEO through May 31, 2001. Under the
agreement, Mr. Plantowsky is not entitled to any post-resignation compensation
from BindView except as follows: his salary was continued at its pre-resignation
level through February 28, 2001; he will receive major-medical insurance
coverage through May 31, 2001, with the cost of premiums after February 28, 2001
to be reimbursed to the company by him (which he has done); his
previously-granted stock options will continue to vest as, and to the extent,
stated in applicable option agreements through May 31, 2001; and he will have
the right to exercise any or all vested options, in accordance with their
-10-
14
respective option agreements, at any time on or before August 30, 2001; any
options not exercised by then will be automatically canceled.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Peter L. Bloom, a director of BindView, is a member of the Compensation
Committee. Mr. Bloom is a managing member of GAP and a general partner of GAPCO.
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information as of March 29, 2001 with respect
to (a) persons known to us to be beneficial owners of more than five percent
(5%) of the outstanding shares of BindView's common stock, (b) the Named
Executive Officers identified in the Summary of Executive Compensation appearing
elsewhere in this proxy statement and our directors and (c) all of our executive
officers and directors as a group. Unless otherwise noted, we believe that all
persons named in this table have sole voting and investment power with respect
to all shares of common stock beneficially owned by them.
BENEFICIAL OWNER SHARES (1) PERCENTAGE(1)
----------------- ---------- -------------
Chap Cap Partners L.P. (2) ..................................... 3,569,000 7.0%
Franklin Resources Inc. (3)..................................... 2,680,000 5.2%
Peter L. Bloom (4) ............................................. 2,573,864 5.0%
Marc R. Camm (5) ............................................... 189,325 *
Paul J. Cormier (6)............................................. 188,929 *
Richard P. Gardner (7) ........................................ 612,500 1.2%
Richard A. Hosley II (8) ....................................... 65,000 *
William D. Miller (9)........................................... 50,000 *
Scott R. Plantowsky (10)........................................ 1,220,325 2.4%
Eric J. Pulaski................................................. 9,185,118 17.9%
Leland D. Putterman (11)........................................ 31,000 *
All executive officers, directors and nominees as a group (10) 14,116,061 27.0%
----------
* Less than 1%
(1) In accordance with the guidelines of the Securities and Exchange
Commission, each beneficial owner's percentage ownership is determined by
assuming that options held by such person and exercisable within 60 days
have been exercised. The numbers of shares and options held by persons
listed because of their status as Named Executive Officers or directors are
based on our option-grant records and on public filings such as Form 3 and
Form 4 filings.
(2) Based solely on a Schedule 13D filed with the Securities and Exchange
Commission on March 23, 2001, these shares are beneficially owned by each
of Chap Cap Partners L.P., Chapman Capital L.L.C., Daniel S. Loeb, Robert
L. Chapman, Jr., and Third Point Management Company L.L.C. According to
this Schedule 13D, the business address of each of these people and
entities is 300 North Continental Blvd., El Segundo, California 90245.
(3) Based solely on a Schedule 13G filed with the Securities and Exchange
Commission on February 1, 2001, these shares are beneficially owned by each
of Franklin Resources, Inc., Charles B. Johnson, Rupert H. Johnson, Jr. and
Franklin Advisers, Inc. ("Advisers"). According to this Schedule
-11-
15
13G, Advisers has the sole power to dispose of or direct the disposition
of, or vote or direct the vote of, these shares. According to this Schedule
13G, the business address of each of these people and entities is 777
Mariners Island Boulevard, San Mateo, California 94404.
(4) Based on a Schedule 13D filed with the Securities and Exchange Commission
on August 20, 1999, 2,508,864 of these shares are beneficially owned by
General Atlantic Partners 44, L.P. ("GAP 44"), General Atlantic Partners,
LLC ("GAP") and GAP Coinvestment Partners, L.P. ("GAPCO", and collectively
with GAP 44 and GAP, the "GAP Entities"). The GAP Entities share the voting
and dispositive power of these shares. The business address of each of the
GAP Entities is 3 Pickwick Plaza, Greenwich, Connecticut 06830. Peter L.
Bloom is a managing member of GAP and a general partner of GAPCO. Mr. Bloom
disclaims beneficial ownership of such securities, and inclusion in this
table shall not be an admission of beneficial interest. In addition, Mr.
Bloom's beneficial ownership includes 25,000 shares of common stock
issuable on exercise of outstanding stock options.
(5) Includes 187,594 shares of common stock issuable on exercise of outstanding
stock options. See the discussion concerning Mr. Camm under "Executive
Officers and Compensation."
(6) Includes 187,668 shares of common stock issuable on exercise of outstanding
stock options.
(7) Includes 412,500 shares of common stock issuable on exercise of outstanding
stock options, plus 200,000 shares owned by Gardner Investments Ltd., a
limited partnership owned by Mr. Gardner and his immediate family, and of
which Mr. Gardner is the managing general partner.
(8) Includes 65,000 shares of common stock issuable on exercise of outstanding
stock options.
(9) Includes 50,000 shares of common stock issuable on exercise of outstanding
stock options.
(10) Includes 160,000 shares of common stock issuable on exercise of outstanding
stock options. See discussion concerning Mr. Plantowsky under "Executive
Officers and Compensation."
(11) Includes 14,000 shares of common stock issuable on exercise of outstanding
stock options.
(12) See the above notes to this table. Includes an aggregate of 1,101,762
shares of common stock issuable upon the exercise of outstanding stock
options.
RELATIONSHIP WITH INDEPENDENT ACCOUNTANTS
PricewaterhouseCoopers LLP served as BindView's principal independent public
accountants for the 2000 fiscal year and has been selected to serve as
BindView's principal independent public accounts for the 2001 fiscal year.
Representatives of PricewaterhouseCoopers LLP are expected to attend the
meeting, will have the opportunity to make a statement if they so desire and
will be available to respond to appropriate questions.
AUDIT FEES
The aggregate fees billed for professional services rendered for the audit
of the company's annual financial statements, and for the reviews of the
financial statements included in the company's Forms 10-Q, for the 2000 fiscal
year were $125,000.
FINANCIAL INFORMATION SYSTEMS DESIGN AND IMPLEMENTATION FEES
There were no fees billed for professional services described in paragraph
(c)(4)(ii) of Rule 2-01 of Regulation S-X rendered by the company's principal
accountants for the fiscal year 2000.
-12-
16
ALL OTHER FEES
The aggregate fees billed for services rendered by the company's principal
accountants, other than for services otherwise covered under the subheadings
"Audit Fees" and "Financial Information Systems Design and Implementation Fees"
above, for fiscal year 2000 were $278,000.
COMPATIBILITY OF CERTAIN FEES WITH INDEPENDENT ACCOUNTANTS' INDEPENDENCE
The Audit Committee has considered whether the provision of services covered
under the subheadings "Financial Information Systems Design and Implementation
Fees" and "All Other Fees" above is compatible with maintaining the company's
principal accountants' independence.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires BindView's
officers, directors and persons who own more than 10% of a registered class of
BindView's equity securities to file reports of ownership and changes in
ownership with the Securities and Exchange Commission. Officers, directors and
greater than 10% shareholders are required by the regulation to furnish BindView
with copies of all Section 16(a) reports they file.
Based solely on a review of Forms 3 and 4 and amendments thereto furnished
to BindView during the fiscal year ended December 31, 2000, the following such
forms were not filed on a timely basis in that fiscal year or prior fiscal
years: Marc R. Camm (Caminetsky) had a late Form 3 and six late Forms 4 covering
28 transactions in 1999 and 2000. Paul R. Cormier had a late Form 3 and four
late Forms 4 covering 10 transactions in 1999 and 2000. William D. Miller had a
late Form 3 covering 1 transaction in 2000. Scott R. Plantowsky had two late
Forms 4 covering 5 transactions in 1999 and 2000. David E. Pulaski had three
late Forms 4 covering 6 transactions in 1999 and 2000. Eric J. Pulaski had four
late Forms 4 for a total of 10 transactions in 1999 and 2000.
PROPOSALS FOR NEXT ANNUAL MEETING; OTHER MATTERS
Any proposals of holders of common stock intended to be presented at the
annual meeting of shareholders of BindView to be held in 2002 must be received
by BindView at its principal executive offices, 5151 San Felipe, 25th Floor,
Houston, Texas 77056, no later than December 13, 2001 to be included in the
proxy statement and form of proxy relating to that meeting.
BindView is paying the cost of this solicitation of proxies. In addition to
solicitation by use of the mails, the directors, officers or employees of
BindView may solicit the return of proxies by telephone, telecopy or in person.
# # #
-13-
17
APPENDIX A AUDIT COMMITTEE CHARTER
BINDVIEW DEVELOPMENT CORPORATION
AUDIT COMMITTEE CHARTER
(A NASDAQ Listed Company)
The Audit Committee is appointed by the Board to assist the Board in
monitoring (1) the integrity of the financial statements of the Company, (2) the
compliance by the Company with legal and regulatory requirements and (3) the
independence and performance of the Company's external auditors and, if any,
internal auditor or internal audit department.
The members of the Audit Committee shall meet the independence and
experience requirements of NASDAQ as they are currently applicable or may become
applicable. The members of the Audit Committee shall be appointed or elected by
the Board.
The Audit Committee may request any officer or employee of the Company
or any appropriate representative of the independent auditor to attend a meeting
of the Committee or to meet with any members of the Committee.
The Audit Committee shall
1. Hold regular meetings, normally in conjunction with Board meetings,
and special meetings as necessary or advisable.
2. Make regular reports to the Board.
3. Review and reassess the adequacy of this Charter annually and
recommend any proposed changes to the Board for approval.
4. Recommend to the Board the appointment of the independent auditor,
which firm is ultimately accountable to the Audit Committee and the Board, or,
if advisable, the discharge of such independent auditor.
5. Approve the fees and expense reimbursements to be paid to the
independent auditor, including all fee and expense payments to the independent
auditor for services in addition to those related to the annual audit and
quarterly review process.
6. Receive periodic reports from the independent auditor regarding the
auditor's independence, discuss such reports with the auditor, and if determined
by the Audit Committee to be necessary or advisable, recommend that the Board
take appropriate action to satisfy itself as to the independence of the auditor.
7. Review and evaluate the professional services provided by the
independent auditor and the performance of the independent auditor, report on
such review and evaluation to the Board and, if determined by the Audit
Committee to be necessary or advisable, recommend to the Board a replacement for
such independent auditor.
8. Meet with the independent auditor prior to the commencement of the
annual audit to review the planning and staffing for the annual audit.
9. Review the annual audited financial statements with management and
the independent auditor before they are published, including reviewing all major
issues regarding accounting and auditing principles and practices as well as the
adequacy of internal controls that could significantly affect the Company's
financial statements.
10. Review an analysis prepared by management and the independent
auditor of significant financial reporting issues and judgments made in
connection with the preparation of the Company's annual financial statements
prior to their publication, including a review of any issues or judgments made
relating to assessments of materiality, inventory valuation and doubtful
accounts and to revenue recognition and/or the timing thereof.
11. Review the major changes to the Company's auditing and accounting
principles and practices as suggested by the independent auditor, internal
auditor or internal audit department, if any exists, or management.
12. Obtain from the independent auditor assurance that Section 10A of
the Securities Exchange Act of 1934, which addresses the existence of possible
illegal acts by the Company and other matters, has not been implicated.
-14-
18
13. Discuss with the independent auditor the matters required to be
discussed by the independent auditor with the Audit Committee pursuant to
Statement on Auditing Standards No. 61 relating to the conduct of the audit and
errors and irregularities encountered, if any.
14. Review with the independent auditor any problems or difficulties
the auditor may have encountered and any management letter provided by the
auditor and the Company's response to that letter. Such review should include
(1) a consideration of any difficulties encountered in the course
of the audit, including any restrictions on the scope of activities or
access to information;
(2) a consideration of any changes required in the planned scope of
any internal audit; and
(3) a consideration of the internal auditor or the internal audit
department responsibilities, budget and staffing, if such position or
department exists.
15. Prepare the report required by the Rules of the Securities and
Exchange Commission to be included in the Company's annual proxy statement as to
the activities of the Audit Committee.
16. Review with management and the independent auditor the Company's
quarterly financial statements prior to the filing of its Form 10-Q for each of
the first three quarters of the Company's fiscal year and discuss with
management and the independent auditors any issues and judgments made of the
sort referred to in Item 10 above in connection with the preparation of the
Company's quarterly financial statements.
17. Meet periodically with management to review the Company's major
financial risk exposures and the steps management has taken to monitor and
control such exposures.
18. Review the appointment and replacement of the internal auditor, if
the position exists, or the personnel composition and competency of the internal
auditing department, if one exists.
19. Review the significant reports to management prepared by the
internal auditor or internal auditing department, if either exists, and
management's responses thereto.
20. Obtain affirmations from management, the Company's internal
auditor, if the position exists, or the Company's internal audit department, if
one exists, and, to the extent possible, the independent auditor that the
Company's subsidiary/foreign affiliated entities, if any exist, are being
maintained and/or operated in conformity with applicable legal requirements and
the Company's Code of Conduct, if one exists.
21. Advise the Board with respect to the Company's policies and
procedures regarding compliance with applicable laws and regulations and with
the Company's Code of Conduct, if one exists, including making recommendations
as to any changes thereto.
22. Review with the Company's legal counsel legal matters that may have
a material impact on the financial statements, the Company's compliance policies
and Code of Conduct, if one exists, and any material reports or inquiries
received from regulators or governmental agencies or any material claims made
against the Company of which such counsel is aware.
23. Meet at least annually with the chief financial officer, the
internal auditor, if the position exists, or the senior staff of the internal
audit department, if one exists, and the independent auditor in separate
sessions.
While the Audit Committee has the responsibilities and powers set forth
in this Charter, it is not the duty of the Audit Committee to plan or conduct
audits, to determine that they are carried out in accordance with generally
accepted auditing standards or to determine that the Company's financial
statements are complete and accurate and are in accordance with generally
accepted accounting principles. These matters are the responsibility of
management and the independent auditor. Nor is it the duty of the Audit
Committee to conduct investigations (although it may supervise special
investigations as it deems necessary), to resolve disagreements, if any, between
management and the independent auditor or to assure compliance with laws and
regulations and the Company's Code of Conduct, if one exists, which compliance
assurance is also the responsibility of management.
# # #
-15-
19
PLEASE MARK
YOUR VOTES AS [X]
INDICATED IN
THIS EXAMPLE
(1) ELECTION OF DIRECTORS: NOMINEES: Peter L. Bloom, Eric J. Pulaski
FOR the nominees WITHHOLD (Instruction: To withhold authority to vote for any individual
listed at right AUTHORITY nominee, write that nominee's name on the space provided
(except as mentioned to vote for the nominees below.)
to the contrary) listed at right
[ ] [ ] ______________________________________________________________
In their discretion, the above-named proxies are authorized to vote
upon such other business as may properly come before the meeting or
any adjournment thereof and upon matters incident to the conduct of
the meeting.
This proxy when properly executed will be voted in
the manner directed herein by the undersigned
shareholder. If no direction is made this proxy will
be voted FOR the election of the director nominees
named in Item 1, or if any one or more of the
nominees becomes unavailable, FOR another nominee
or other nominees to be selected by the Board of
Directors.
Date _____________________________________, 2001.
__________________________________________________
__________________________________________________
Signature of Shareholder(s)
Please sign your name exactly as it appears hereon.
Joint owners must each sign. When signing as
attorney, executor, administrator, trustee or
guardian, please give your full title as such.
- --------------------------------------------------------------------------------
* FOLD AND DETACH HERE *
20
BINDVIEW DEVELOPMENT CORPORATION
PROXY - ANNUAL MEETING OF SHAREHOLDERS
MAY 18, 2001
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned holder of Common Stock of BindView Development Corporation
("BVEW") hereby appoints Richard P. Gardner and Shanoop Kothari, or either
of them, proxies of the undersigned with full power of substitution, to
vote at the Annual Meeting of Shareholders of BVEW to be held at 9:00 a.m.
on Friday, May 18, 2001, at BVEW's corporate office located at 5151 San
| Felipe, 2nd Floor, Houston, Texas 77056, and at any adjournment or
| postponement thereof, the number of votes that the undersigned would be
| entitled to cast if personally present.
|
| PLEASE MARK, SIGN, DATE AND RETURN IN THE ENCLOSED ENVELOPE, WHICH
REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES.
(CONTINUED AND TO BE SIGNED ON OTHER SIDE)
* FOLD AND DETACH HERE *