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:
[_] Confidential, for Use of the
[X] Preliminary Proxy Statement Commission Only (as Permitted by
Rule 14a-6(e)(2))
[_] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to (S)240.14a-11(c) or (S)240.14a-12
[TRIMEDYNE, INC.]
(Name of Registrant as Specified In Its Charter)
N/A
(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)(4) 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:
Notes:
TRIMEDYNE, INC.
P.O. Box 57001, 15091 Bake Pkwy.
Irvine, CA 92619-7001
----------------
Notice of Annual Meeting of Stockholders
----------------
NOTICE IS HEREBY GIVEN, that the annual meeting of the Stockholders of
Trimedyne, Inc. (the "Company") will be held at 2:00 p.m. on June 11, 2001 at
15091 Bake Pkwy., Irvine, CA 92618 for the election of two Class 1 directors
of the Company to hold office for a three year period and until their
successors have been duly elected and qualified, and to transact such other
business as may properly come before the meeting or any adjournment or
adjournments thereof.
The Board of Directors has fixed the close of business on April 5, 2001, as
the record date for the determination of stockholders, entitled to notice of,
and to vote at, the annual meeting.
If you do not expect to be personally present at the meeting, but wish your
stock to be voted for the business to be transacted thereat, the Board of
Directors requests that you fill in, sign and date the enclosed proxy and
promptly return it by mail in the envelope provided.
By Order of the Board of Directors
Marvin P. Loeb
Chairman
January 29, 2001
YOUR VOTE IS IMPORTANT. IF YOU CANNOT BE PRESENT, PLEASE COMPLETE, SIGN
AND DATE THE ENCLOSED PROXY AND PROMPTLY RETURN IT IN THE ENVELOPE
PROVIDED. NO POSTAGE IS NECESSARY IF MAILED IN THE UNITED STATES.
THANK YOU FOR ACTING PROMPTLY
TRIMEDYNE, INC.
P.O. Box 57001, 15091 Bake Pkwy.
Irvine, CA 92619-7001
----------------
PROXY STATEMENT
----------------
FOR ANNUAL MEETING OF STOCKHOLDERS
To be held on June 11, 2001
INTRODUCTION
The Annual Meeting of Stockholders ("Annual Meeting") is called to elect
two persons as Class 1 directors of the Board of Directors of Trimedyne, Inc.
(the "Company") for a three year period. The meeting, however will be open for
the transaction of such other business as may properly come before the meeting
although, as of the date of this proxy statement, management does not know of
any other business that will come before the meeting. If any other matters do
come before the meeting, the persons named in the enclosed form of proxy are
expected to vote said proxy in accordance with their judgment on such matters.
This proxy statement and the accompanying proxy card are first being mailed
to stockholders on or about April 12, 2001. A copy of the Annual Report for
the fiscal year ended September 30, 2000, which includes audited financial
statements, is included herewith.
The solicitation of proxies in the accompanying form is made by, and on
behalf of, the Board of Directors, and no compensation will be paid therefor.
There will be no solicitation of proxies other than by mail or personal
solicitation by officers and employees of the Company. The Company will make
arrangements with brokerage houses and other custodians, nominees and
fiduciaries for the forwarding of proxy material to the beneficial owners of
shares held of record by such persons, and such persons will be reimbursed by
the Company for reasonable expenses incurred by them in connection therewith.
A stockholder executing the accompanying proxy has the power to revoke it at
any time prior to the exercise thereof by filing with the Secretary of the
Company: (i) a duly executed proxy bearing a later date; or (ii) a written
instrument revoking the proxy; or (iii) by attending the Annual Meeting and
voting in person.
VOTING SECURITIES
The Board of Directors has fixed the close of business on April 5, 2001, as
the record date for the determination of stockholders entitled to notice of,
and to vote at, the annual meeting.
As of December 15, 2000, the outstanding capital stock of the Company
consisted of 12,437,978 shares of Common Stock. Each share of Common Stock is
entitled to one vote in all matters.
The shares for which the accompanying proxy is solicited will be voted FOR
the proposals described herein, in no direction to the contrary is given,
provided that the proxy is executed and returned by the stockholder prior to
the annual meeting.
SECURITY OWNERSHIP OF PRINCIPAL STOCKHOLDERS AND MANAGEMENT
The following table sets forth the name of each beneficial owner of more
than five percent of the Company's Common Stock known to the Company, by each
director of the Company, by each named executive officer, and by all directors
and executive officers as a group, the number of shares beneficially owned by
such persons as of December 31, 2000 and the percent of the class so owned.
Each person named in the table has sole investment and sole voting power with
respect to the shares of Common Stock set forth opposite his name, except as
otherwise indicated. All shares are directly owned or are held for the
stockholder in street name, except as otherwise indicated.
Name and Address Amount and Nature of Percent of Class
Title of Class of Beneficial Owner Beneficial Ownership Outstanding
-------------- ---------------------------------- -------------------- ----------------
Common Stock $.01 Par Value...... Marvin P. Loeb 979,000(1) 7.9%
15091 Bake Pkwy.
Irvine, CA 92618
William J. Schubert, Jr. 255,000 2.1%
Vice Chairman, CEO
Donald Baker, Director 50,000(2) *
Bruce N. Barron, Director 200,000(3) 1.6%
Richard F. Horowitz, Director 40,000(2) *
Shane H. Traveller, President, COO 6,000(2)
All Directors and Executive
Officers as a Group (7 persons).. 1,380,000(4) 11.1%
- --------
(1) Includes 212,000 shares held by Mr. Loeb and his wife, 459,000 shares held
by members of his family and a trust for their benefit, and currently
exercisable options to purchase 308,000 shares. (See "EXECUTIVE
COMPENSATION"). Mr. Loeb is also Chairman of the Board of Directors.
(2) Consists solely of currently exercisable stock options.
(3) Includes currently exercisable stock options to purchase 50,000 shares and
150,000 shares of Common Stock owned by Mr. Barron's wife and three
daughters of which Mr. Barron disclaims beneficial ownership.
(4) Includes currently exercisable options to purchase 454,000 shares, which
includes the options referred to in notes 1 through 3 above. Does not
include 150,000 shares beneficially owned by Mr. Barron as such are also
included in the beneficial ownership of Mr. Loeb.
* Represents less than 1%
2
ELECTION OF DIRECTORS
At the Annual Meeting, two Class 1 directors are to be elected to hold
office for a three year period and until their successors have been duly
elected and qualified. The Company's by-laws provide for a Board of Directors
comprised of seven directors, divided into three groups, each with terms of
three years. There is currently one vacancy on the Board of Directors.
The election of directors requires the affirmative vote of at least a
majority of shares present or represented at the annual Meeting at which a
quorum (one-third of the outstanding shares) is present or represented. It is
the intention of the persons named in the accompanying proxy form to vote FOR
the election of the persons named in the table below as directors of the
Company, unless authority to do so is withheld. In the event that the below
listed nominees for directors should become unavailable for election for any
presently unforeseen reason, the persons named in the accompanying proxy form
have the right to use their discretion to vote for a substitute.
The following table sets forth the name and age of the current nominees and
of each Class 2 and Class 3 director (whose term does not expire at the Annual
Meeting) and the year he was first elected a director:
Name and Year First Elected Position Held Age
--------------------------- ------------- ---
Nominee for Directors
Shane H. Traveller (2000).......... Director, President, Chief Operating 33
Officer, Chief Financial Officer
Bruce N. Barron (1988)............. Director 46
Present Class 2 Directors
Donald Baker (1983)................ Director 71
William J. Schubert, Jr. (2000).... Vice-Chairman, Chief Executive 44
Officer
Present Class 3 Directors
Marvin P. Loeb (1978).............. Chairman of the Board 74
Richard F. Horowitz (1983)......... Director 60
Shane H. Traveller was elected President and Chief Operating Officer of the
Company in February 2000. He was also elected a director of the Company. Mr.
Traveller has served as Chief Financial Officer of the Company since November
1998. Before joining the Company, he was CFO of Pyro Shield, Inc., an Irvine,
CA based manufacturer of aerospace products from 1996-1998, and CFO of
Worldwide Investment Network, Inc., an Irvine, CA based asset management
company from 1994-1996. Mr. Traveller has a Bachelor of Science Degree in
Accounting from Brigham Young University and is a Certified Public Accountant
in the state of California.
Bruce N. Barron has been a director of the Company since August 1988 and
was also a director of the Company from May 1980 to March 1983. He also has
been a director of Cardiodyne, Inc. (formerly Trioptic Laser, Inc.) since May
1992. Since August 1999 he has been Chairman and CEO of Molecular Geriatrics
Corporation, a privately own company developing pharmaceuticals to treat, and
a diagnostic to detect, Alzheimer's disease, having been President and CEO
from April 1995 to August 1999 and a Chief Financial Officer from September
1993 until April 1995 and a director since June 1994; a director of Automedix
Sciences (now COMC, Inc.) from 1984 until November 1996 and
Secretary/Treasurer form December 1987 until November 1996; Treasurer, Chief
Financial Officer and director of Direct Therapeutics, Inc. (a privately owned
company developing therapeutics for the treatment of cancer) from June 1991
until December 1998; a director of Cardiomedics, Inc. since May 1986 and a
director of Toll Coating Services, a privately owned company
3
providing specialty coating to various industries since January 1995. He has
served without compensation from time to time since 1978 as a director,
Secretary and/or Treasurer of Master Health Services, Inc. and other privately
owned companies some of which Marvin P. Loeb, his father-in-law, has an
interest. Members of Mr. Barron's family, but not Mr. Barron, are
beneficiaries of a trust established by Mr. Loeb. Mr. Barron holes a B.S.
degree in Accounting from the University of Illinois.
Donald Baker has been a director of the company since May 1983. He also has
been a director of Cardiodyne, Inc. (formerly Trioptic Laser, Inc.) since
August 1996. Mr. Baker recently retired after 39 years as a partner of the law
firm of Baker & McKenzie. He holds a J.D.S. degree from the University of
Chicago Law School. Mr. Baker is a Director of the Mid-America Committee on
International Business and Government Cooperation, Chicago, Automedix Sciences
(now COMC, Inc.), Santa Ana, CA and Cardiomedics, Inc., Santa Ana, CA. He is a
member of the Chicago and American Bar Associations.
William J. Schubert, Jr., Chief Executive Officer and Vice President of
Sales and Marketing, joined Trimedyne in June 2000 after being theTrimedyne
independent sales representative in Texas since March of 1996. He established
MST, a mobile rental company in May of 1997 utilizing the Trimedyne OmniPulse
MAX the primary product line. Prior to that, Mr. Schubert served as the
Director of Sales for Eclipse Medical, Inc., a Dallas, Texas based medical
capital equipment distributor specializing in surgical and cosmetic lasers. He
joined Eclipse Medical as a Regional Sales Manager in 1991. Mr. Schubert began
his career in the medical industry as a Regional Sales Manager for Dal-Med,
Inc., a stocking distributor of orthopedic implants and related surgical
instrumentation in Texas in 1988. He came from a background in the oil and gas
industry where he was Vice President of Sales and Marketing for Cressman
Tubular Products, Inc., an international steel company. He held this position
since 1984.
Marvin P. Loeb has been a director of the Company since 1980, Chairman of
the Board of the Company since March 1981, Chief Executive Officer of the
Company since April 1991 and he served as President of the Company from April
1991 until November 1992. He has been the Chairman of the Board of Cardiodyne,
Inc. (formerly Trioptic Laser, Inc., a 90% owned subsidiary of the Company)
since May 1992. Since May 1986, he has been Chairman and a director of
Cardiomedics, Inc., a privately held company which developed and is marketing
a circulatory assist device. Since November 1988, he has been chairman of
Ultramedics, Inc., a privately held company whose principal interest is its
investment in Cardiomedics, Inc. From April 1986 to June 1994, he was Chairman
and a Director of Xtramedics, Inc. (now Athena Medical Corporation), a
publicly held company engaged in the development of a feminine hygiene
product. From December 1979 he was a director of Automedix Sciences, Inc.,
(now COMC, Inc., a publicly held company in the voice and data
telecommunications business). From 1980 to June 1999, Mr. Loeb was a director
of Contracap, Inc. (now Revenge Marine, Inc., a publicly held designer and
manufacturer of motor yachts and boats). Mr. Loeb has been president of Master
Health Services, Inc., a family held medical consulting firm, since 1973, and
Marvin P. Loeb and Company, a family held patent licensing firm, since 1983.
Mr. Loeb is Mr. Barron's father-in-law. Mr. Loeb holds an honorary Doctor of
Science Degree from Pacific States University and a Bachelor of Science Degree
from the University of Illinois.
Richard F. Horowitz has been a director of the Company since April 1983. He
also has been a director of Cardiodyne, Inc. (formerly Trioptic Laser, Inc.)
since May 1992. He was a director of Automedix Sciences, Inc. (now COMC, Inc.)
from November 1988 until 1999 and he has been a director of Cardiomedics, Inc.
since 1992. Mr. Horowitz has been a practicing attorney in New York City for
the past 35 years. He has been a member of the firm of Heller, Horowitz &
Feit, P.C. (formerly Heller, Horowitz & Feit) since January 1979. Heller,
Horowitz & Feit, P.C.has been securities counsel to the Company and to other
entities with which Mr. Loeb is associated. Mr. Horowitz is a graduate of
Columbia College and Columbia Law School. He is a member of the Associate of
the Bar of the City of New York and the New York Bar Association.
4
EXECUTIVE OFFICERS
Here are no executive officers of the Company who are not also directors or
nominees for director.
BOARD OF DIRECTORS MEETING AND COMMITTEES
During the 2000 fiscal year, there were two meetings of the Board of
Directors. A number of actions, however, were taken by written unanimous
consent resolutions of the directors. In 1988, the Board of Directors created
a standing Audit Committee and a standing Compensation Committee, each of
which currently consists of Messrs. Baker, Barron and Horowitz. There was one
formal Audit and Compensation Committee meeting during the fiscal 2000 year,
one informal meeting and several written consent resolutions were made by the
Compensation Committee. The Board does not have a standing Nominating
Committee. No director was absent from more than 33% of the Board meetings or
meetings of the Committee(s) of which he was a member.
EXECUTIVE COMPENSATION AND OTHER INFORMATION
The following table sets forth the executive compensation paid during the
fiscal years ended September 30, 2000 and 1999 to all Executive officers of
Trimedyne who earned more than $100,000 in combined salary and bonus in fiscal
2000.
TABLE I
SUMMARY COMPENSATION
Long-Term
Compensation
Awards
Annual ------------
Compensation(1) Securities
----------------- Underlying All Other
Salary Bonus Options Compensation
Name of Individual and Principal Position Year ($) ($) (#) ($)(2)
- ----------------------------------------- ---- --------- ------------------- ------------
Marvin P. Loeb................................ 2000 211,842 -- 60,000 16,287
Chairman of the Board 1999 209,435 -- 200,000 14,788
Shane H. Traveller............................ 2000 117,010 -- 150,000 6,838
President, Chief Operating Officer 1999 87,982 -- 35,000 436
and Chief Financial Officer
5
REPORT OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS
CONCERNING COMPENSATION
The following report of the Compensation Committee is provided solely to
the shareholders of the Company pursuant to the requirements of Schedule 14A
promulgated under the Securities Exchange Act of 1934, and shall not be deemed
to be "filed" with the Securities and Exchange Commission for the purpose of
establishing statutory liability. This Report shall not be deemed to be
incorporated by reference in any document previously or subsequently filed
with the Securities and Exchange Commission that incorporates by reference all
or any portion of this Proxy Statement.
The Compensation Committee of the Board of Directors establishes the
general compensation policies of the Company, approves the compensation plans
and specific compensation levels for executive officers, and administers the
1997 Incentive and Non-Qualified Stock Option Plan as well as the Company's
other Stock Option Plans as they related to executive officers. The
Compensation Committee is composed of three independent, non-employee
directors who have no interlocking relationships as defined by the SEC.
The Compensation Committee believes that the compensation of the Chief
Executive Office (CEO) should be heavily influenced by Company performance.
Therefore, although there is necessarily some subjectivity in setting their
salaries, major elements of the compensation package are related to Company
performance. The Committee establishes their salaries by considering the
salaries of executives of comparably sized companies and their performance
according to data obtained by the Committee from independent outside
information.
The Compensation Committee has adopted similar policies with respect to
compensation of other officers of the Company. Using salary survey data
received from outside sources, the Committee establishes base salaries that
are within the range of salaries for persons holding similarly responsible
positions at other companies. In addition, the Committee considers factors
such as relative company performance, the individual's past performance and
future potential in establishing the base salaries of executive officers.
As with the CEO, the number of options granted to the other officers is
determined by the subjective evaluation of the executive's ability to
influence the Company's long-term growth. All options are originally granted
at the current market price on the date of grant. Since the value of an option
bears a direct relationship to the Company's stock price, it is an effective
incentive for management to create value for stockholders. The Committee,
therefore, views stock options as an important component of its long-term,
performance-based compensation philosophy.
Donald Baker
Bruce N. Barron
Richard F. Horowitz
6
PERFORMANCE GRAPH
The following graph shows a five year comparison of cumulative total
returns* for Trimedyne, Stock market Index (U.S. companies) and a Peer Group**
Index.
[GRAPH APPEARS HERE]
-----------------------------------------
1995 1996 1997 1998 1999 2000
----- ----- ----- ----- ----- -----
TRIMEDYNE............. 100.00 107.81 67.19 23.44 48.44 48.45
PEER GROUP............ 100.00 97.26 145.38 51.28 107.49 310.75
NASDAQ US INDEX....... 100.00 118.68 162.92 165.50 270.38 358.96
Peer Group Companies
Coherent Inc.
Laserscope
Medstone International Inc.
- --------
* Total returns assumes reinvestment of dividends
IT SHOULD BE NOTED THAT THIS GRAPH REPRESENTS HISTORICAL STOCK PRICE
PERFORMANCE AND IS NOT NECESSARILY INDICATIVE OF ANY FUTURE STOCK PRICE
PERFORMANCE.
THE FOREGOING REPORT OF THE BOARD OF DIRECTORS REGARDING COMPENSATION AND
THE PERFORMANCE GRAPH THAT APPEARS IMMEDIATELY AFTER SUCH REPORT SHALL NOT BE
DEEMED TO BE SOLICITING MATERIAL OR TO BE FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933 OR THE SECURITIES
EXCHANGE ACT OF 1934 OR INCORPORATED BY REFERENCE IN ANY DOCUMENT SO FILED
UNLESS SPECIFICALLY INCORPORATED.
7
STOCK OPTION GRANTS IN LAST FISCAL YEAR
There were 245,000 stock options granted to the executive officers during
the fiscal year ended September 30, 2000.
STOCK OPTIONS HELD AT END OF FISCAL YEAR
The following table provides information related to options exercised
during the 2000 fiscal year and unexercised options held by the named
executive officers as of the end of such fiscal year.
FISCAL YEAR-END OPTION VALUES
Number of Securities
Underlying Value of Unexercised
Unexercised Options In-the-Money Options
at FY End (1) at FY End (2)
Shares Acquired Value ------------------------- ---------------------------------
On Exercise (#) Realized ($) Exercisable Unexercisable Exercisable ($) Unexercisable ($)
--------------- ------------ ----------- ------------- --------------- -----------------
Marvin P. Loeb.......... -- -- 308,000 72,000 $134,750 $ 5,250
Shane H. Traveller...... 9,000 $24,750 2,000 174,000 $ 1,740 $17,996
- --------
1) Non-Qualified Stock Options granted have a term of six years, and Incentive
Stock Options granted have a term of ten years. All Options are subject to
earlier termination, with options becoming exercisable over periods of
three years for Non-Qualified Stock options and five years for Incentive
Stock Options from dates of grant. See footnote 1 to "Stock Option Grants
in Last Fiscal Year" above for additional information or general terms
which apply to all stock awards made.
2) Values were calculated by multiplying the closing market price of Trimedyne
Common Stock at September 30, 2000 ($1.9375 per share as reported by NASDAQ
on that date) by the respective number of shares and subtracting the option
price.
TRANSACTIONS WITH MANAGEMENT
The following transactions occurred during fiscal 2000 in which the present
directors, officers and key employees of the Company had a direct or indirect
material interest. The Company believes that the terms of the transactions
described below are as favorable as could have been obtained with unaffiliated
third parties.
Mr. Horowitz, a director of the Company, is a member of the firm of Heller,
Horowitz & Feit, P.C., securities counsel to the Company. Heller, Horowitz &
Feit, P.C. also represents other companies of which Mr. Loeb is a director,
officer and/or controlling stockholder. During the fiscal year ended September
30, 2000, the Company paid $37,000 to the above law firm. Mr. Barron, a
director, is also a consultant to the Company and was compensated at the rate
of $2,800 per month receiving a total of $33,600 in fiscal 2000.
8
INDEPENDENT PUBLIC ACCOUNTANTS
The Company has appointed McKennon, Wilson & Morgan LLP as independent
public accountants to examine the consolidated financial statements of the
Company for the current fiscal year. The selection of McKennon, Wilson &
Morgan LLP was approved by the Board of Directors prior to their appointment.
McKennon, Wilson & Morgan LLP has advised the company that they do not have
any material financial interests in, or any connection (other than as
independent accountants) with the Company. There were no disagreements with
the Company's auditors on accounting and auditing matters during the two
fiscal years ended September 30, 2000.
A representative of McKennon, Wilson & Morgan LLP is expected to be present
at the Annual Meeting. The representative will have the opportunity to make a
statement if the representative desires to do so and will to be available to
respond to appropriate questions from stockholders.
STOCKHOLDERS PROPOSALS FOR 2002
Proposals which stockholders intend to present at the Annual Meeting of
Stockholders to be held in 2002 must be received by the Company by December
31, 2001 to be eligible for inclusion in the proxy material for the 2002
Annual Meeting.
ANNUAL REPORT ON FORM 10-KSB
Upon sending a written request to Trimedyne, Inc., P.O. Box 57001, 15091
Bake Pkwy., Irvine, CA 92618, Attention: Shane H. Traveller, stockholders may
obtain, free of charge, a copy of the company's Annual Report on Form 10-KSB
for the fiscal year ended September 30, 2000 and any amendments thereto, as
filed with the Securities and Exchange Commission.
OTHER MATTERS
As of the date of this Proxy Statement, the only business which management
expects to be considered at the Annual Meeting is the election of directors.
However, if any other matters come before the Annual Meeting, the persons
named in the enclosed form of proxy are expected to vote the proxy in
accordance with their best judgment on such matters.
By Order of the Board of Directors,
Marvin P. Loeb
Chairman of the Board
Dated: January 29, 2001
9
TRIMEDYNE, INC.
P.O. Box 57001, 15091 Bake Pkwy.
Irvine, CA 92618-7001
PROXY SOLICITED BY THE BOARD OF DIRECTORS
Annual Meeting of Stockholders--June 11,2001
The undersigned, as a Stockholder of TRIMEDYNE, INC. (the "Company"), hereby
appoints SHANE H. TRAVELLER and BRUCE R. BARRON, or either of them, the true
and lawful proxies and attorneys in fact of the undersigned to attend the
Annual Meeting of the Stockholders of the Company to be held at 2:00 p.m. on
June 11, 2001 at 15091 Bake Pkwy., Irvine, CA 92618, and any adjournments
thereof, and hereby authorizes them to vote, as designated below, the number
of shares which the undersigned would be entitled to vote, as fully and with
the same effect as the undersigned might do if personally present on the
following matters as set forth in the Proxy Statement and Notice dated January
29, 2001:
(Please Sign and Date the Proxy on the Reverse Side)
Please mark
your votes [X]
like this
FOR WITHHOLD AUTHORITY
the nominee listed at to vote for the nominee
right except as marked listed at right:
to the contrary:
1. ELECTION OF CLASS 3 [_] [_]
DIRECTORS
(Three year term)
NOMINEE: Shane H. Traveller
FOR WITHHOLD AUTHORITY
the nominee listed at to vote for the nominee
right except as marked listed at right:
to the contrary:
NOMINEE: Bruce R. Barron [_] [_]
2. IN THE DISCRETION OF SUCH PROXIES UPON ALL OTHER MATTERS WHICH MAY PROPERLY
COME BEFORE THE MEETING.
This Proxy is revocable at any time, and the undersigned reserves the right to
attend the meeting and vote in person. The undersigned hereby revokes any
proxy heretofore given in respect of the shares of the Company.
THE BOARD OF DIRECTORS URGES THAT YOU FILL IN, SIGN AND DATE THE PROXY AND RE-
TURN IT PROMPTLY BY MAIL IN THE ENCLOSED ENVELOPE. NO POSTAGE IS NECESSARY IF
MAILED IN THE UNITED STATES.
CORRECT ADDRESS IF NECESSARY
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 THE ELECTION OF THE NOMINEES IDENTIFIED ABOVE TO THE BOARD OF
DIRECTORS IN THE DISCRETION OF THE PROXIES NAMED, AND ON SUCH OTHER MATTERS AS
MAY PROPERLY COME BEFORE THE MEETING.
Signature* ______________________________ No. of Shares _____________________
Signature if held jointly* ______________ Date _________________________,2001
*NOTE: Please sign exactly as name(s) appear on your Stock Certificate. When
signing as attorney, executor, administrator, trustee or guardian, please give
full title as such. If more than one name is shown, as in the case of joint
tenancy, each party must sign.