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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 [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-11(c) or Rule 14a-12
Consulier Engineering, Inc.
- --------------------------------------------------------------------------------
(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:
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CONSULIER ENGINEERING, INC.
2391 OLD DIXIE HIGHWAY
RIVIERA BEACH, FLORIDA 33404
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON
DECEMBER 28, 2000
The Annual Meeting of Shareholders of Consulier Engineering, Inc. (the
"Corporation") will be held on Thursday, December 28, 2000, at 4:00 P.M. at the
Corporate Headquarters of Consulier Engineering, Inc., 2391 Old Dixie Highway,
Riviera Beach, Florida 33404, to consider and act upon the following proposals:
1. To elect five (5) directors to serve until the next Annual
Meeting of Shareholders or until their successors are elected
and qualified.
2. To ratify the reappointment of BDO Seidman, LLP as independent
auditors of the Corporation for the year ending December 31,
2000.
3. To transact such other business as may properly come before
the Annual Meeting or any adjournment or postponement thereof.
Shareholders of record at the close of business on November 24, 2000
are entitled to notice of and to vote at the Annual Meeting or any postponement
or adjournment thereof.
A proxy statement describing the matters to be considered at the Annual
Meeting is attached to this notice. Shareholders who do not expect to attend the
meeting are requested to sign the enclosed proxy card and return it immediately
in the enclosed envelope in order that their shares may be represented at the
meeting.
By Order of the Board of Directors
Ralph D. Butler, Secretary
Riviera Beach, Florida
November 17, 2000
================================================================================
YOUR PROXY IS IMPORTANT NO MATTER HOW MANY SHARES YOU OWN.
PLEASE COMPLETE, DATE, SIGN AND MAIL PROMPTLY THE ACCOMPANYING
PROXY CARD IN THE SELF-ADDRESSED ENVELOPE WHICH
REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES
================================================================================
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CONSULIER ENGINEERING, INC.
2391 OLD DIXIE HIGHWAY
RIVIERA BEACH, FLORIDA 33404
(561) 842-2492
PROXY STATEMENT FOR ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON DECEMBER 28, 2000
INTRODUCTION
This Proxy Statement, with the accompanying proxy card, is furnished to
shareholders of Consulier Engineering, Inc., a Florida corporation (the
"Corporation"), in connection with the solicitation of proxies by the Board of
Directors of the Corporation for use at the 2000 Annual Meeting of Shareholders
to be held on December 28, 2000, or at any adjournment or postponement thereof.
The meeting will be held at the Corporate Headquarters of Consulier Engineering,
Inc., 2391 Old Dixie Highway, Riviera Beach, FL 33404. Proxy material is being
mailed on or about December 7, 2000, to the Corporation's shareholders. The cost
of the solicitation will be borne by the Corporation.
MATTERS TO BE CONSIDERED AT THE ANNUAL MEETING
1. To elect five (5) directors to serve until the next Annual
Meeting of Shareholders or until their successors are elected
and qualified.
2. To ratify the reappointment of BDO Seidman, LLP as independent
auditors of the Corporation for the year ending December 31,
2000.
3. To transact such other business as may properly come before
the Annual Meeting or any adjournment or postponement thereof.
SHAREHOLDERS ENTITLED TO VOTE
Each holder of record of the Corporation's common stock as of the close
of business on November 24, 2000, (the "Record Date") will be entitled to vote
at the Annual Meeting. Each shareholder will be entitled to one vote on each
proposal for each share of common stock of the Corporation held as of such date.
At the close of business on the Record Date, there were 4,951,150 shares of the
Corporation's common stock issued and outstanding. Notwithstanding the Record
Date specified above, the stock transfer books of the Corporation will not be
closed and stock may be transferred subsequent to the Record Date, although all
votes must be cast in the names of the shareholders of record as of the Record
Date.
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VOTE REQUIRED
The matters which may be considered and acted upon by the shareholders
at the Annual Meeting require approval by the affirmative vote of at least a
majority of the votes cast by the shareholders present in person or by proxy and
constituting a quorum at the Annual Meeting.
A shareholder may abstain or withhold his vote (collectively,
"abstentions") with respect to each item submitted for shareholder approval.
Abstentions will be counted for purposes of determining the existence of a
quorum. Abstentions will be counted as not voting in favor of the relevant item.
Since the election of directors and the ratification of the reappointment of
auditors is determined by the votes cast, abstentions will not affect such
election or approval.
A broker who holds shares in street name has the authority to vote on
certain items when he has not received instructions from the beneficial owner.
Except for certain items for which brokers are prohibited from exercising their
discretion, a broker is entitled to vote on matters put to shareholders without
instructions from the beneficial owner. Where brokers do not have or do not
exercise such discretion, the inability or failure to vote is referred to as a
broker nonvote. Under the circumstances where the broker is not permitted to or
does not exercise its discretion, assuming proper disclosure to the Corporation
of such inability to vote, broker nonvotes will be counted for purposes of
determining the existence of a quorum, but also will be counted as not voting in
favor of the particular matter. Since each of the matters submitted for
shareholder approval is a matter for which a broker may exercise its discretion
or is a matter that will be determined by a majority of the votes cast, broker
nonvotes, if any, will not have any effect on the outcome of any matter
submitted for shareholder approval.
PROXIES
If the enclosed form of proxy is executed and returned, it may
nevertheless be revoked at any time before it has been exercised, but if it is
not revoked, the shares represented thereby will be voted by the persons
designated in such proxy. Shares represented by the proxies received will be
voted in accordance with the instructions therein. In the absence of
instructions, proxies will be voted FOR the election as directors of the
nominees for directors named herein and the ratification of the reappointment of
BDO Seidman, LLP as independent auditors of the Corporation for the year ending
December 31, 2000.
It should be noted that Warren B. Mosler, Chairman of the Board of
Directors, President and Chief Executive Officer of the Corporation, has the
right to vote sufficient shares to cause each of the proposed actions to be
approved without any other shares being voted in favor thereof at the Annual
Meeting. Mr. Mosler has indicated his intention to vote all of his shares for
approval of the persons nominated as directors, and for reappointment of the
Corporation's existing independent auditors. Accordingly, any negative vote
which a shareholder may cast will not have any effect on the outcome of any of
the matters discussed in this proxy.
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PROXY SOLICITATION
This Proxy Statement, the accompanying proxy card, and the
Corporation's Annual Report on Form 10-KSB for the year ended December 31, 1999,
are being mailed on or about December 7, 2000, to shareholders entitled to vote
at the Annual Meeting. The cost of solicitation of proxies will be borne by the
Corporation. In addition to the use of the mails, proxy solicitations may be
made by telephone and personal contact by officers, directors and employees of
the Company. The Company will, upon request, reimburse brokerage houses and
persons holding shares in their names or in the names of nominees for their
reasonable expenses incurred in sending soliciting material to their principals.
PROPOSAL ONE
ELECTION OF DIRECTORS
At each Annual Meeting, the successors to all directors are elected to
serve until the next Annual Meeting or until their successors shall have been
duly elected and qualified to serve. The Board of Directors has nominated the
five (5) persons named below for election as directors, each to hold office
until the next Annual Meeting of Shareholders and until his or her respective
successor has been duly elected and qualified. Each nominee is a member of the
current Board of Directors, having been elected at the last Annual Meeting of
Shareholders held on November 11, 1999. All nominees have consented to serve as
directors. The Board of Directors believes that the nominees will be available
and able to serve as directors, but if for any reason any of these persons
should not be available or able to serve, the persons named in the proxy may
exercise discretionary authority to vote for substitutes proposed by the Board
of Directors of the Corporation, unless such authority shall have been withheld.
The following table sets forth certain information, as of the Record
Date, concerning the nominees for election as directors of the Corporation. For
information as to the shares of Common Stock held by each nominee, see the
section "Securities Ownership of Certain Beneficial Holders and Management"
elsewhere in this Proxy Statement.
Other
Director Position(s)
Name Age Since With Company
-------------------------- --------- ------------ ----------------------
Warren B. Mosler 51 1985 Chairman of the Board
President and CEO
Alan R. Simon, Esq. 49 1985 General Counsel
Charles E. Spaeth 75 1992 Chief Engineer
Burck E. Grosse 69 1992 None
Skender Fani 60 1999 None
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Biographical information relating to each of these nominees for director appears
following starting on page 5 of this Proxy Statement under the heading "Business
History of Directors and Executive Officers."
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" THE ELECTION OF EACH
OF THE NOMINEES FOR DIRECTOR NAMED ABOVE. PROXY CARDS EXECUTED AND RETURNED WILL
BE SO VOTED UNLESS CONTRARY INSTRUCTIONS ARE INDICATED THEREON.
EXECUTIVE OFFICERS
As of record Date, the executive officers of the Corporation were as
follows:
Year Became
Executive
Name Age Titles Officer
- ------------------- --------- --------------------------------- -----------
Warren B. Mosler 51 Chairman of the Board, 1985
President and CEO
Bernardo Davila 49 President and CEO 1991
Southeast Automotive
Acquisition Corporation
Ralph D. Butler 53 Secretary, Treasurer 1996
and Chief Financial Officer
Executive officers who are not also directors serve at the discretion
of the Board of Directors.
BUSINESS HISTORY OF DIRECTORS AND EXECUTIVE OFFICERS
The principal occupation of each executive officer of the Corporation
and nominee for director is set forth below. All of the executive officers and
directors are elected annually, or until their successors have been duly
elected.
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Warren B. Mosler is the Chairman of the Board of Directors. Mr. Mosler
has served as Chairman since inception of the Corporation and Chief Executive
Officer from inception to March 1989 and from August 1989 to May 1994. In
February 1999 Mr. Mosler reassumed the positions of President and Chief
Executive Officer. From 1983 to present, Mr. Mosler has been a principal in AVM,
L.P., as a broker/dealer engaged in arbitrage and government securities trading
in West Palm Beach, Florida.
Bernardo Davila has served as President and CEO of Southeast Automotive
Acquisition Corporation since 1991. In 1980 Mr. Davila founded Southeast
Automotive Parts, Inc. of Dade which was purchased by Consulier in 1991. From
1971 to 1980 Mr. Davila was in management at Carfel, Inc., an importer of
automotive parts.
Ralph D. Butler is Secretary, Treasurer and Chief Financial Officer. He
was elected to these offices in May 1996. Prior to joining the Corporation he
was Chief Financial Officer of Harold Grant, Inc., a multi-state high-end
clothing retailer. From 1990 to 1995, Mr. Butler was with Governors Bank
Corporation, a bank holding company, where he was Senior Vice President, Cashier
and Chief Financial Officer.
Alan R. Simon is a director and the Corporation's General Counsel. He
has been in the private practice of law in Boca Raton, Florida since 1982.
Charles E. Spaeth is a director and was the Corporation's Acting
President and Chief Executive Officer from February 1996 to April 1997. He was
employed as a senior project Engineer for Pratt & Whitney Aircraft from 1949
until his retirement in 1990.
Burck E. Grosse has been President of BG Consulting Group, Inc., from
1991 to the present. From 1987 until 1991 he was Senior Vice President, Lear
Group, Inc. a general contracting firm. He worked at General Motors Corporation
from 1948 until 1987, where he last served as General Director, Technical
Services.
Dr. Skender Fani is the Chairman of the Board of Otis Elevators,
Austria. He is the Chairman of Heim GmbH, a substantial real estate company in
Vienna, Austria and Chairman of Polster GmbH, an Advertising, Public Relations,
and Sports Management Corporation in Germany and Austria. He is Chairman of La
Carafe GmbH, one of the leading restaurant and entertainment companies in
Austria.
Dr. Fani is a corporate lawyer in Austria, also specializing in sports
and entertainment law. For the past 20 years he has represented the top sports
and entertainment personalities throughout Europe. He is the personal advisor to
the President's of many of Europe's top Soccer teams, including MAGNA-Austria,
FC Barcelona, AS Roma, and Casino Salzburg. He is the past Chairman of
Rapid-Vienna, one of Europe's most prestigious and historical soccer clubs. Dr.
Fani has a home in Palm Beach County, Florida where he spends a considerable
amount of time.
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BOARD MEETINGS
During calendar year 1999 through November 24, 2000, no meetings of the
Corporation's Board of Directors were held. By written consent in lieu of a
meeting, all of the directors agreed on December 7, 1999 to extend the
expiration date of 70,000 warrants that were due to expire December 31, 1999, to
December 31, 2004. Using the Black-Scholes option pricing model, the fair market
value of the 70,000 warrants at the December 7, 1999 extension date was
calculated as approximately $77,700 with the following assumptions: 46%
volatility, 4.5 years expected life, and a 5.86% risk free interest rate. The
Corporation's directors beneficially own more than 80 percent of the outstanding
common shares of the Company; thus the requisite action of the board of
directors and shareholders was simultaneously taken.
BOARD COMMITTEES
The Board of Directors of the Corporation have the following committees
with members as listed:
Executive Committee Warren B. Mosler
Alan R. Simon
Affiliated Transaction Burck E. Grosse
Committee Alan R. Simon
Audit Committee Alan R. Simon
Burck E. Grosse
Skender Fani
The Executive Committee's functions include approval of all investments
of the Corporation not otherwise approved by the full Board of Directors. The
Affiliated Transaction Committee's functions include approval of all of the
Corporation's transactions with related individuals, including significant
shareholders, officers and directors. The Audit Committee will review and assess
the adequacy of the Audit Committee Charter on an annual basis.
The Executive Committee and the Audit Committee did not meet during
calendar year 1999 through November 24, 2000.
The Affiliated Transaction Committee did not meet during calendar year
1999 through November 24, 2000.
The Board of Directors does not have a compensation committee or a
nominating committee.
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COMPENSATION OF DIRECTORS
The Board of Directors received no cash compensation during the fiscal
year ended December 31, 1999. The Corporation does reimburse directors for
out-of-pocket expenses incurred in attending meetings.
FAMILY RELATIONSHIPS
No family relationships exist amongst the directors and officers of the
Corporation.
SECTION 16 BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires that
executive officers, directors and holders of more than 10% of the Common Stock
of the Corporation file reports of stock ownership and changes in ownership with
the Securities and Exchange Commission on Forms 3 (initial statement of
ownership), 4 (monthly reports), and 5 (annual reports). Based solely upon a
review of copies of such reports or representations that no annual reports on
Form 5 for the 1999 fiscal year were required to be filed, the Corporation
believes that Section 16(a) filing requirements were complied with during fiscal
year 1999.
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SECURITIES OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of the Record Date, certain
information regarding the beneficial ownership of shares of common stock by each
person known by the Corporation to be the beneficial owner of more than 5% of
outstanding common stock, by each director and nominees for election as a
director and each of the executive officers of the Corporation and by all
directors and executive officers as a group. Except as indicated in the
footnotes, all of such shares of common stock set forth in the following table
are owned directly, and the indicated person has sole voting and investment
power with respect to all common stock shown as beneficially owned by such
person:
Title Name and Address of Amount and Nature Percent of
Of Class Beneficial Owner Of Beneficial Ownership Class
------------------ ------------------------------------ ----------------------------- ----------------
Common Warren B. Mosler 4,171,054 84.2%
Stock 483 S. Beach Rd.
Hobe Sound, Fl 33455
Common Alan R. Simon 180,000 (1) 3.6%
Stock 7777 Glades Rd., 204
Boca Raton, FL 33434
Common Burck E. Grosse 25,000 (2) (5)
Stock 11 Huntly Circle
Palm Beach Gardens, FL 33418
Common Bernardo Davila 125,850 (3) 2.5%
Stock 7575 NW 74th Avenue
Miami, FL 33166
Common Charles Spaeth 10,000 (5)
Stock 13 Paddock Circle
Tequesta, FL 33469
All directors and executive 4,331,904 (4) 87.5%
Officers as a group
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(1) Consists of options to acquire shares of Consulier common stock from
Mr. Mosler at $1.25 per share.
(2) Includes exercisable stock options to acquire 15,000 Consulier shares
of common stock. Exercise prices for the options range from $2.19 to
$2.50 per share.
(3) Includes exercisable stock options to acquire 80,000 Consulier shares
of common stock at $1.50 per share.
(4) Includes exercisable stock options to acquire 95,000 Consulier common
shares
(5) Does not exceed 1% of the class.
EXECUTIVE COMPENSATION
The following table sets forth certain information regarding
compensation paid by the Corporation and its subsidiaries during the fiscal
years 1997, 1998, and 1999 for services rendered to the Corporation and its
subsidiaries during such years by the Corporation's Chairman of the Board,
President and CEO and the President and CEO of Subsidiary. No other executive
officer of the Corporation received compensation that exceeded $100,000 in any
of the listed years.
SUMMARY COMPENSATION TABLE
Name and Fiscal All Other
Principal Position Year Salary Compensation
------------------------ --------- --------- --------------
Warren B. Mosler, 1999 $ 75,000
Chairman of the Board, 1998 $ 75,000
President and CEO 1997 $ 75,000
Bernardo Davila 1999 $ 85,000 $17,383
President and CEO of 1998 $ 85,000
Subsidiary 1997 $111,275
Certain columns have been omitted from the above table because there is
no compensation required to be reported in such columns.
OPTIONS/SAR GRANTS IN THE LAST FISCAL YEAR
The Corporation did not award any options or stock appreciation rights
to any person during the three fiscal years.
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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
AVM, L.P. ("AVM"), a broker/dealer in U.S. Government securities formed
in October 1983, is an Illinois limited partnership located in West Palm Beach,
Florida. AVM is registered with the Commodity Futures Commission as a Futures
Commission Merchant ("FCM") and conducts its FCM business with other
broker/dealers on a fully disclosed basis. AVM is registered as a broker/dealer
with the Securities and Exchange Commission, and is a member of the National
Association of Securities Dealers, Inc. The firm is generally engaged in the
brokerage of U.S. Government securities, other fixed income instruments, and
arbitrage transactions and presently employs 62 people in addition to the 4
principals of its general partner. Mr. Mosler is one of the founders of AVM and
is a principal of the general partner of AVM.
Under the partnership agreement, the Corporation may withdraw all or
any portion of its capital account upon thirty (30) days written notice. On
October 1, 1996, the Corporation reduced its investment in AVM by $292,403.
Also, AVM's general partners may cause withdrawal of the Corporation from the
partnership through payment of fair market value of the Corporation's capital
account.
As of December 31, 1999, and September 30, 2000, the Corporation's
limited partnership interest represented approximately ten percent (10%) of
AVM's total partnership capital. Allocation of the partnership's income to its
partners varies based on amounts of appreciation of the partnership's assets and
operating profits of the partnership. Based on earnings distributions provided
in the partnership agreement, the Corporation was allocated approximately six
percent (6%) of AVM's earnings during 1999 totaling $1,162,807. During the first
nine months of 2000, the Corporation was allocated approximately eight percent
(8%) of AVM's earnings totaling approximately $908,985.
PROPOSAL TWO
RATIFICATION OF REAPPOINTMENT OF INDEPENDENT AUDITORS
The Board of Directors has reappointed BDO Seidman, LLP as the
independent auditors of the Corporation for the year ending December 31, 1999
subject to ratification of the shareholders. BDO Seidman, LLP has acted as
auditor of the Corporation and its subsidiaries since 1991. A representative of
BDO Seidman will be present at the Annual Meeting, with an opportunity to make a
statement if he or she so desires and to respond to appropriate questions.
During the year ended December 31, 1999, BDO Seidman provided various
audit and non-audit services to the Corporation and its subsidiaries. In
connection with its service as the Corporation's auditors, BDO Seidman examined
the consolidated financial statements of the Corporation' and its subsidiaries,
reviewed certain filings with the Securities and Exchange Commission and
provided consultation and assistance on accounting matters as required.
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THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" THE
RATIFICATION OF THE APPOINTMENT OF BDO SEIDMAN, LLP AS INDEPENDENT PUBLIC
ACCOUNTANTS OF CONSULIER AND ITS SUBSIDIARIES FOR THE YEAR ENDING DECEMBER 31,
2000, AND PROXIES EXECUTED AND RETURNED WILL BE SO VOTED UNLESS CONTRARY
INSTRUCTIONS ARE INDICATED THEREON.
OTHER MATTERS
As of the date hereof, the Board of Directors knows of no other
matters which are likely to be presented for consideration at the meeting.
Should other matters properly come before the meeting, the persons designated as
proxies will vote in accordance with their best judgment on such matters.
SHAREHOLDER PROPOSALS FOR 2000 ANNUAL MEETING
Any proposal which a shareholder of the Corporation intends to be
presented at the Annual Meeting of Shareholders to be held in 2001 must be
received by the Corporation on or before December 22, 2000. Only proper
proposals which are timely received will be included in the proxy statement and
form of proxy.
BY ORDER OF THE BOARD OF DIRECTORS
RALPH D. BUTLER, SECRETARY
November 18, 2000
A copy of the 1999 Annual Report accompanies this Proxy Statement.
There will be no separate Annual Report to Shareholders other than the Annual
Report on Form 10-KSB. The exhibits to the Form 10-KSB will also be furnished to
any shareholder who so requests and pays a fee equal to the Corporation's
reasonable expenses in furnishing such exhibits. If you wish a copy of the
exhibits, please write to Ralph D. Butler, Secretary of the Corporation, at 2391
Old Dixie Highway, Riviera Beach, Florida 33404.
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Appendix A
CONSULIER ENGINEERING, INC.
2391 OLD DIXIE HIGHWAY
RIVIERA BEACH, FL 33404
THIS PROXY IS SUBMITTED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Warren B. Mosler and Ralph D. Butler
as Proxies, each with the power to appoint his substitute, and hereby authorizes
to vote as designated below, all shares of common stock of Consulier
Engineering, Inc. held of record by the undersigned on November 24, 2000 at the
Annual Meeting of Shareholders to be held on December 28, 2000, or any
adjournment or postponement thereof.
1. ELECTION OF DIRECTORS (SEE PROXY STATEMENT)
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Appendix A
PROXY CARD CONSULIER ENGINEERING, INC.
2391 OLD DIXIE HIGHWAY
RIVIERA BEACH, FL 33404
THIS PROXY IS SUBMITTED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Warren B. Mosler and Ralph D. Butler as
Proxies, each with the power to appoint his substitute, and hereby authorizes to
vote as designated below, all shares of common stock of Consulier Engineering,
Inc. held of record by the undersigned on November 24, 2000 at the Annual
Meeting of Shareholders to be held on December 28, 2000 or any adjournment
thereof.
1. ELECTION OF DIRECTORS (SEE PROXY STATEMENT)
__________ FOR __________ AGAINST __________ ABSTAIN
(INSTRUCTION: To withhold authority for an individual nominee write
that nominee's name in the space provided below.)
- --------------------------------------------------------------------------------
2. RATIFICATION OF INDEPENDENT AUDITORS (SEE PROXY STATEMENT)
__________ FOR __________ AGAINST __________ ABSTAIN
3. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting or any adjournments of
the meeting. This proxy when properly executed will be voted in the
manner directed herein by the undersigned stockholder. If no direction
is made, this proxy will be voted FOR each director nominee, and FOR
Proposal 2.
Please sign exactly as your name appears on your certificate. 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
office. If a partnership, please sign in partnership name by authorized person.
Dated ______________________________, 2000 Number of shares held:______________
- ------------------------------------- ------------------------------------
Please type or print your name(s) Signature
- ------------------------------------- ------------------------------------
Please type or print your name(s) Signature
If you have had a change of Address, please print or type your new address in
the lines below.
_____________________________________ PLEASE COMPLETE, SIGN, DATE AND RETURN
_____________________________________ THIS PROXY PROMPTLY USING THE
_____________________________________ ENCLOSED ENVELOPE.
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