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 Section 240.14a-11(c) or Section
240.14a-12
LJ INTERNATIONAL INC.
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) 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.
[ ] 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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LJ INTERNATIONAL INC.
UNIT #12, 12/F, BLOCK A
FOCAL INDUSTRIAL CENTRE
21 MAN LOK STREET
HUNG HOM, KOWLOON, HONG KONG
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD WEDNESDAY, DECEMBER 5, 2001
To Our Shareholders:
PLEASE TAKE NOTICE that our annual meeting of shareholders will be held
at our office at 1212, Block A, Focal Industrial Centre, 21 Man Lok Street, Hung
Hom, Kowloon, Hong Kong on Wednesday, December 5, 2001, at 11:00 a.m., local
time, for the following purposes:
1. To elect five directors to hold office for the term specified in the
proxy statement or until their successors are elected and qualified; and
2. To transact such other business as may properly come before the
meeting or any adjournment.
The board of directors has fixed the close of business on October 3,
2001 as the record date for the determination of shareholders entitled to notice
of and to vote at the meeting and at any adjournment. A proxy statement which
describes the foregoing proposals and a form of proxy accompany this notice.
By Order of the Board of Directors
Ka Man Au
Secretary
Dated: November 5, 2001
IMPORTANT
WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE EXECUTE THE
ACCOMPANYING PROXY AND RETURN IT PROMPTLY IN THE ENCLOSED REPLY ENVELOPE WHICH
REQUIRES NO POSTAGE. IF YOU GRANT A PROXY, YOU MAY REVOKE IT AT ANY TIME PRIOR
TO THE MEETING. ALSO, WHETHER OR NOT YOU GRANT A PROXY, YOU MAY VOTE IN PERSON
IF YOU ATTEND THE MEETING.
LJ INTERNATIONAL INC.
UNIT #12, 12/F, BLOCK A
FOCAL INDUSTRIAL CENTRE
21 MAN LOK STREET
HUNG HOM, KOWLOON, HONG KONG
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD WEDNESDAY, DECEMBER 5, 2001
SOLICITATION OF PROXY
The accompanying proxy is solicited on behalf of the board of directors
of LJ INTERNATIONAL INC. for use at our annual meeting of shareholders to be
held at our office at 1212, Block A, Focal Industrial Centre, 21 Man Lok Street,
Hung Hom, Kowloon, Hong Kong on Wednesday, December 5, 2001, and at any
adjournment. In addition to mail, proxies may be solicited by personal
interview, telephone or telegraph by our officers, directors and other
employees, who will not receive additional compensation for such services. We
may also request brokerage houses, nominees, custodians and fiduciaries to
forward the soliciting material to the beneficial owners of stock held of record
and will reimburse them at the rates suggested by the New York Stock Exchange.
We will bear the cost of this solicitation of proxies, which are expected to be
nominal. Proxy solicitation will commence with the mailing of this proxy
statement on or about November 5, 2001.
Execution and return of the enclosed proxy will not affect your right
to attend the meeting and to vote in person. If you execute a proxy, you still
retain the right to revoke it at any time prior to exercise at the meeting. A
proxy may be revoked by delivery of written notice of revocation to our
Secretary, by execution and delivery of a later proxy or by voting the shares in
person at the meeting. A proxy, when executed and not revoked, will be voted in
accordance with its instructions. If there are no specific instructions, proxies
will be voted "FOR" the election as directors of those nominees named in the
proxy statement and in accordance with his best judgment on all other matters
that may properly come before the meeting.
The enclosed form of proxy provides a method for shareholders to
withhold authority to vote for any one or more of the nominees for director
while granting authority to vote for the remaining nominees. The names of all
nominees are listed on the proxy. If you wish to grant authority to vote for all
nominees, check the box marked "FOR." If you wish to withhold authority to vote
for all nominees, check the box marked "WITHHOLD." If you wish your shares to be
voted for some nominees and not for one or more of the others, check the box
marked "FOR" and indicate the name(s) of the nominee(s) for whom you are
withholding the authority to vote by writing the name(s) of such nominee(s) on
the proxy in the space provided.
PURPOSE OF MEETING
As stated in the notice of annual meeting of shareholders accompanying
this proxy statement, the business to be conducted and the matters to be
considered and acted upon at the meeting are as follows:
1. To elect five directors to hold office for the term specified herein
or until their successors are elected and qualified; and
2. To transact such other business as may properly come before the
meeting or any adjournment.
VOTING AT MEETING
Our voting securities consist solely of common stock, $.01 par value
per share.
The record date for shareholders entitled to notice of and to vote at
the meeting is the close of business on October 3, 2001, at which time we had
outstanding and entitled to vote at the meeting 8,671,615 shares of common
stock. Shareholders are entitled to one vote for each share of common stock held
in their name on the record date. Shareholders representing a majority of the
common stock outstanding and entitled to vote must be present or represented by
proxy to constitute a quorum.
The election of directors will require the affirmative vote of the
holders of a majority of the common stock present or represented by proxy at the
meeting and entitled to vote. Cumulative voting for directors is not authorized
and proxies cannot be voted for more than five nominees.
STOCK OWNERSHIP
The following table sets forth certain information regarding the
beneficial ownership of our shares of common stock as of August 31, 2001 by:
o each person who is known by us to own beneficially more than 5% of
our outstanding common stock;
o each of our executive officers and directors; and
o all directors and executive officers as a group.
As of August 31, 2001, we had 8,671,615 shares of our common stock issued and
outstanding.
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This information gives effect to securities deemed outstanding pursuant
to Rule 13d-3(d)(l) under the Securities Exchange Act of 1934, as amended.
<Table>
<Caption>
NUMBER PERCENT
NAME OF BENEFICIAL HOLDER SHARES BENEFICIALLY OWNED
------------------------- -------------------------
Yu Chuan Yih 3,529,553(1)(2) 36.5%
Ka Man Au 200,000(3) 2.3%
Joseph Tuszer 300,000(4) 3.3%
Hon Tak Ringo Ng 200,000(5) 2.3%
Po Yee Elsa Yue 6,000(6) *
Lionel C. Wang 0 *
Debora Mu Yong Yih 1,260,000(7) 13.9%
All directors and executive officers as a group (6 persons) 4,235,553 40.8%
</Table>
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* Represents less than 1% of the outstanding common stock.
(1) Of Mr. Yih's 2,524,553 shares, 1,500,000 shares are owned of record by
Pacific Growth Developments Ltd., a British Virgin Islands corporation
which is owned by Mr. Yih (60%), his wife Tammy Yih (20%) and an adult
daughter, Bianca Tzu Hsiu Yih (20%).
(2) Includes options currently exercisable to acquire 775,000 shares of
common stock held by Mr. Yih and options currently exercisable to
acquire 230,000 shares of common stock held by Mr. Yih's wife at $2.00
per share at any time until April 30, 2008.
(3) Represents options currently exercisable to acquire 200,000 shares of
common stock at $2.00 per share at any time until April 30, 2008.
(4) Represents options currently exercisable to acquire 300,000 shares of
common stock at $2.00 per share at any time until April 30, 2008.
(5) Represents options currently exercisable to acquire 200,000 shares of
common stock at $2.00 per share at any time until April 30, 2008.
(6) Represents options currently exercisable to acquire 6,000 shares of
common stock at $2.00 per share at any time until April 30, 2008.
(7) Includes options currently exercisable to acquire 400,000 shares of
common stock at $2.00 per share at any time until April 30, 2008.
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BOARD OF DIRECTORS
Our board of directors has the responsibility for establishing broad
corporate policies and for our overall performance, although it is not involved
in day-to-day operating details. The board meets regularly throughout the year,
including the annual organization meeting following the annual meeting of
shareholders, to review significant developments affecting us and to act upon
matters requiring board approval. It also holds special meetings as required
from time to time when important matters arise requiring board action between
scheduled meetings. During the last fiscal year ended April 30, 2001, the board
met 19 times.
We have established an audit committee, which consists of Messrs. Yih
and Wang and Ms. Yue. Its functions are to:
o recommend annually to our board of directors the appointment of our
independent public accountants;
o discuss and review the scope and the fees of the prospective annual
audit and review the results with the independent public
accountants;
o review and approve non-audit services of the independent public
accountants;
o review compliance with our existing accounting and financial
policies;
o review the adequacy of our financial organization; and
o review our management's procedures and policies relative to the
adequacy of our internal accounting controls and compliance with
federal and state laws relating to financial reporting.
The Audit Committee met once during the fiscal year ended April 30,
2001.
We do not have a nominating committee. The functions customarily
attributable to a nominating committee are performed by the board of directors
as a whole.
No director attended fewer than 75 percent of the aggregate of the
total number of meetings of the board of directors and the total number of
meetings held by all committees of the board on which he served.
Each non-employee director is compensated separately for service on the
board and is reimbursed for expenses to attend board meetings.
ELECTION OF DIRECTORS
At the meeting, five directors are to be elected. Each director will be
elected for a one-year term or until his successor is elected and qualified.
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Shares represented by properly executed proxies will be voted, in the
absence of contrary indication or revocation by the shareholder granting such
proxy, in favor of the election of the persons named below as directors. The
person named as proxy has been designated by management and intends to vote for
the election to the board of directors of the persons named below, each of whom
now serves as a director. If any nominee is unable to serve as a director, the
shares represented by the proxies will be voted, in the absence of contrary
indication, for any substitute nominee that management may designate. We know of
no reason why any nominee would be unable to serve. The information presented
with respect to the nominees was obtained in part from each of them and in part
from our records.
NOMINEES FOR ELECTION AS DIRECTORS
<Table>
<Caption>
NAME AGE POSITION
---- --- --------
Yu Chuan Yih................. 62 Chairman of the Board of Directors, President and
Chief Executive Officer
Ka Man Au.................... 37 Executive Vice President, Secretary and Director
Hon Tak Ringo Ng............. 41 Chief Financial Officer and Director
Po Yee Elsa Yue.............. 37 Non-Executive Director
Lionel C. Wang............... 45 Non-Executive Director
</Table>
None of our directors and officers was selected due to any agreement or
understanding with any other person. There is no family relationship between any
of our directors or executive officers and any other director or executive
officer.
MR. YIH established the business of Lorenzo Jewelry Mfg. (HK) Ltd. and
has served as president and managing director since 1987. Mr. Yih is primarily
responsible for business development and overall company management. He has over
20 years of experience in semi-precious stone production and marketing. Mr. Yih
has been a gemstone trader in Brazil and has extensive experience and
relationships in gem sourcing and jewelry design. Mr. Yih is also president of
the Hong Kong branch of the Gemological Institute of America (GIA), the
nonprofit educational organization for the jewelry industry.
MS. AU has served as a director of Lorenzo Jewelry Mfg. (HK) Ltd. since
its incorporation in 1987. Ms. Au is primarily responsible for our general
administration, human resources, operations and management.
MR. NG has served as our chief financial officer since September 1997
and as one of our directors since May 1, 2001. He received his Bachelor of
Science degree in civil engineering from the University of London in 1984 and
his Master of Commerce in Accounting and Commercial Administration from the
University of New South Wales in 1994. From July 1994
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through September 1997, he was an audit senior with Moores Rowland C.A.,
Certified Public Accountants. Mr. Ng is a certified practicing accountant of the
Australian Society of CPAs.
MS. YUE has served as a non-executive director since December 1999. She
is a graduate gemologist from the Gemology Institute of America and has served
as vice president of GIA, Hong Kong since August 1994.
MR. WANG has served as a non-executive director since June 1998. He
received his Bachelor of Commerce from Tamkung University, Taipei, Taiwan in
1978, his Master of Business Administration from California State Polytechnic
University in 1980 and his Master of Science from Stanford University in 1981.
From 1984 to 1990, Mr. Wang served as marketing research analyst and senior
strategic planning analyst for The Gillette Company, Boston, Massachusetts. From
1990 to 1995, he served as associate director and then director of product
development for Information Resources, Inc., Waltham, Massachusetts. From 1995
to 1996, Mr. Wang served as vice-president as Nielsen North America with
responsibility for analytical and modeling projects on Kraft Foods/White Plains
account. From 1996 until June 2000, Mr. Wang served as director of analytical
services for The NPD Group, Inc., Port Washington, New York. From June 2000
until June 2001, he served as vice president of product development for NFO
Interactive, Greenwich, Connecticut. Since June 2001, Mr. Wang serves as
president of his own firm, Marketing and Innovation, LLC., Greenwich,
Connecticut.
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS
The aggregate compensation paid by us to all of our directors and
executive officers as a group for the fiscal year ended April 30, 2001 on an
accrual basis, for services in all capacities, was HK$8,787,000 (US$1,137,000).
During the fiscal year ended April 30, 2001, we contributed an aggregate amount
of HK$175,000 (US$23,000) toward the pension plans of our directors and
executive officers.
EXECUTIVE SERVICE CONTRACT
We entered into an employment agreement with Mr. Yu Chuan Yih effective
October 1, 2000 for a period of three years at an annual salary of HK$1,800,000
(US$233,000). Mr. Yih's remuneration package includes benefits with respect to
an automobile. In addition, Mr. Yih is entitled to an annual management bonus of
a sum to be determined by the board at its absolute discretion having regard for
our operating results and the performance of Mr. Yih during the relevant
financial year. The amount payable to Mr. Yih will be decided by majority
decision of the members of the board present in the meeting called for that
purpose. Mr. Yih shall abstain from voting and not be counted in the quorum in
respect of the resolution regarding the amount payable to him.
On May 8, 2000, we granted Mr. Yih options exercisable to acquire
600,000 shares of common stock at $3.00 per share at any time until May 7, 2010.
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On October 17, 2000, we offered all option holders the opportunity to
cancel all or some of their stock options in exchange for new options to be
granted on April 30, 2001 to acquire an equal number of shares with an exercise
price equal to the then last sale price of the stock on April 30, 2001 for a new
term of seven years expiring April 30, 2008. Mr. Yih has accepted the offer and
now holds an option to acquire an aggregate of 775,000 shares exercisable at
$2.00 per share at any time until April 30, 2008.
THE 1998 STOCK COMPENSATION PLAN
Effective June 1, 1998, we adopted and approved the 1998 Stock
Compensation Plan. The purpose of the plan is to:
o encourage ownership of our common stock by our officers, directors,
employees and advisors;
o provide additional incentive for them to promote our success and
our business; and
o encourage them to remain in our employ by providing them an
opportunity to benefit from any appreciation of our common stock
through the issuance of stock options.
Options constitute either incentive stock options within the meaning of
Section 422 of the United States Internal Revenue Code of 1986, as amended, or
options which constitute nonqualified options at the time of issuance of such
options. The plan provides that incentive stock options and/or nonqualified
stock options may be granted to our officers, directors, employees and advisors
selected by the compensation committee. A total of 4,000,000 shares of common
stock are authorized and reserved for issuance during the term of the plan which
expires in June 2008. The compensation committee has the sole authority to
interpret the plan and make all determinations necessary or advisable for
administering the plan. The exercise price for any incentive option must be at
least equal to the fair market value of the shares as of the date of grant. Upon
the exercise of the option, the exercise price must be paid in full either in
cash, shares of our stock or a combination. If any option is not exercised for
any reason, such shares shall again become available for the purposes of the
plan.
On October 17, 2000, the Company offered each option holder the
opportunity to cancel all or some of the stock options previously granted in
exchange for the granting on April 30, 2001 of options to acquire an equal
number of shares with an exercise price equal to the then last sale price of the
stock on April 30, 2001 for a new term of seven years expiring April 30, 2008.
As of August 31, 2001, no options had been exercised and the following
exchanged options to purchase shares of our common stock under the Plan remained
outstanding:
o stock options to purchase 3,376,000 shares at $2.00 per share
through April 30, 2008, of which 1,711,000 are held by our
directors and officers as a group.
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OTHER OPTIONS AND WARRANTS OUTSTANDING
As of August 31, 2001, the following additional options and warrants to
purchase shares of our common stock were outstanding:
o 1,679,000 common stock purchase warrants which are publicly traded
and which we issued in our April 1998 initial public offering to
purchase 1,679,000 shares of common stock at $5.75 per share
through April 15, 2003
o 146,000 stock purchase options to purchase 146,000 shares of common
stock at $8.25 per share through April 15, 2003 which we sold to
the IPO underwriter and/or persons related to the underwriter
o 146,000 warrant purchase options to purchase 146,000 warrants at
$0.20625 per warrant to purchase shares of common stock at $8.25
per share through April 15, 2003 which we sold to the IPO
underwriter and/or persons related to the underwriter
o options to purchase 35,000 shares at $5.00 per share through July
30, 2004 which we granted to our former financial consultant
o warrants to purchase 75,000 shares at $3.75 per share through
November 30, 2004 and warrants to purchase 87,500 shares at $6.9375
per share through March 31, 2005 which we sold to two investors and
our placement agent
o warrants to purchase 100,000 shares at $2.79 per share exercisable
through May 26, 2002 which we granted to our financial consultant
o warrants to purchase shares which we granted to another financial
consultant as follows:
o 100,000 shares at $2.29 per share exercisable through May 31,
2003;
o 80,000 shares at $3.43 per share exercisable through May 31,
2004;
o 80,000 shares at $4.57 per share exercisable through May 31,
2005.
THE BOARD OF DIRECTORS RECOMMENDS TO OUR SHAREHOLDERS THAT THEY VOTE
"FOR" THE ELECTION OF SUCH NOMINEES.
CERTAIN TRANSACTIONS
Yu Chuan Yih, our chairman and president, is a director and principal
shareholder of Gemological Institute of America, Hong Kong Limited; and Hong
Kong Brasil Lapidary Limited. Mr. Yih is also a director of iBBC Inc. which has
a subsidiary, iBBC (H.K.) Ltd. During the fiscal years ended April 30, 1999,
2000 and 2001, Mr. Yih and these affiliated companies received unsecured
advances from, and made unsecured advances to, us which were interest free and
repayable on demand.
During the fiscal year ended April 30, 1998, we sold an investment
property to Mr. Yih at its appraised value of HK$3,800,000 (US$492,000),
resulting in a gain to us of HK$2,904,000
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(US$376,000). The sale price of the property was based on a valuation report
prepared by an independent professional property appraiser.
During the fiscal year ended April 30, 1999, we sold finished goods of
HK$74,000 (US$10,000) to Gemological Institute of America, Hong Kong Limited and
Hong Kong Brasil Lapidary Limited, which were made according to the published
prices and conditions offered to our major customers. In addition, we provided a
guarantee to a bank in respect of mortgage loans granted to Yu Chuan Yih to the
extent of HK$4,882,000 (US$632,000).
During the fiscal year ended April 30, 2000, we received management fee
income of HK$282,000 (US$36,000) from Gemological Institute of America, Hong
Kong Limited, which were determined by the directors for the services provided.
During the fiscal year ended April 30, 2001, we sold finished goods of
HK$1,219,000 (US$158,000) to iBBC (H.K.) Ltd, which were made according to the
published prices and conditions offered to our major customers. We also received
from iBBC (H.K.) Ltd for rental and management fee income of HK$161,000
(US$21,000) and HK$250,000 (US$32,000) respectively. In addition, we received
management fee income of HK$212,000 (US$27,000) from Gemological Institute of
America, Hong Kong Limited, which were determined by the directors for the
services provided.
INDEPENDENT PUBLIC ACCOUNTANTS
A representative of Moores Rowland Hong Kong will attend the meeting
and will have the opportunity to make a statement if he so desires. This
representative will be available to respond to appropriate shareholder questions
at that time.
PROPOSALS OF SHAREHOLDERS FOR PRESENTATION
AT NEXT ANNUAL MEETING OF SHAREHOLDERS
Any shareholder of record who desires to submit a proper proposal for
inclusion in the proxy materials relating to the next annual meeting of
shareholders must do so in writing and it must be received at our principal
executive offices by April 29, 2002. You must be a record or beneficial owner
entitled to vote at the next annual meeting on your proposal and must continue
to own such security entitling you to vote through the date on which the meeting
is held.
ANNUAL REPORT
Our annual report to shareholders concerning our operations during the
fiscal year ended April 30, 2001, including audited financial statements, has
been distributed to all record holders
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as of the record date. The annual report is not incorporated in the proxy
statement and is not to be considered a part of the soliciting material.
OTHER BUSINESS
Our management is not aware of any other matters which are to be
presented at the meeting, nor have we been advised that other persons will
present any such matters. However, if other matters properly come before the
meeting, the individual named in the accompanying proxy shall vote on such
matters in accordance with his best judgment.
AVAILABILITY OF ANNUAL REPORT ON FORM 20-F
UPON WRITTEN REQUEST, WE WILL PROVIDE, WITHOUT CHARGE, A COPY OF OUR
ANNUAL REPORT ON FORM 20-F FOR THE FISCAL YEAR ENDED APRIL 30, 2001 TO EACH
SHAREHOLDER OF RECORD OR TO EACH SHAREHOLDER WHO OWNED OUR COMMON STOCK LISTED
IN THE NAME OF A BANK OR BROKER, AS NOMINEE, AT THE CLOSE OF BUSINESS ON OCTOBER
3, 2001. ANY REQUEST BY A SHAREHOLDER FOR OUR ANNUAL REPORT ON FORM 20-F SHOULD
BE SENT TO OUR SECRETARY, LJ INTERNATIONAL INC., UNIT #12, 12/F, BLOCK A, FOCAL
INDUSTRIAL CENTRE, 21 MAN LOK STREET, HUNG HOM, KOWLOON, HONG KONG.
The above notice and proxy statement are sent by order of our board of
directors.
KA MAN AU
Secretary
November 5, 2001
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LJ INTERNATIONAL INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
PROXY
FOR THE ANNUAL MEETING OF SHAREHOLDERS OF LJ INTERNATIONAL INC.
TO BE HELD DECEMBER 5, 2001
The undersigned hereby appoints Yu Chuan Yih as the lawful agent and Proxy
of the undersigned (with all powers the undersigned would possess if personally
present, including full power of substitution), and hereby authorizes him to
represent and to vote, as designated below, all the shares of common stock of LJ
International Inc. held of record by the undersigned as of the close of business
on October 3, 2001, at the Annual Meeting of Shareholders to be held on
Wednesday, December 5, 2001, or any adjournment or postponement.
1. ELECTION OF DIRECTORS
<Table>
[ ] FOR all nominees listed [ ] WITHHOLD AUTHORITY to
below (except as marked vote for all nominees
to the contrary) listed below
</Table>
Y.C. Yih; K.M. Au; H.T. Ng; P.Y. Yue; L.C. Wang
(INSTRUCTION: To withhold authority to vote for any nominees, write the
nominee's names on the space provided below.)
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2. In his discretion, the Proxy is authorized to vote upon any matters which
may properly come before the meeting, or any adjournment or postponement.
It is understood that when properly executed, this proxy will be voted in
the manner directed herein by the undersigned shareholder. WHERE NO CHOICE IS
SPECIFIED BY THE SHAREHOLDER, THE PROXY WILL BE VOTED FOR THE ELECTION OF
DIRECTORS PROPOSED IN ITEM (1).
(Continued and to be dated and signed on reverse side)
The undersigned hereby revokes all previous proxies relating to the shares
covered hereby and confirms all that the Proxy or his substitutes may do by
virtue hereof.
Please sign exactly as name appears below. When shares are held by joint
tenants, both should sign. When signing as attorney, executor, administrator,
trustee or guardian, please give full title as such. If a corporation, please
sign in full corporate name by president or other authorized officer. If a
partnership, please sign in partnership name by authorized person.
<Table>
Dated: , 2001
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Signature
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Signature if held jointly
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY
CARD PROMPTLY USING THE ENCLOSED ENVELOPE.
</Table>
[ ] PLEASE CHECK THIS BOX IF
YOU INTEND TO BE PRESENT AT THE
MEETING.