SCHEDULE 14A
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 (S) 240.14a-11(c) or (S) 240.14a-12
Covalent Group, 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)(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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Notes:
Reg. (S) 240.14a-101.
SEC 1913 (3-99)
COVALENT GROUP, INC.
One Glenhardie Corporate Center, Suite 100
1275 Drummers Lane
Wayne, PA 19087
May 17, 1999
Dear Stockholder:
Enclosed please find the following materials relating to Covalent Group,
Inc.'s (the "Company") fiscal year ended December 31, 1998 as well as more
current quarterly information:
- A copy of the Company's 1998 10-KSB Annual Report.
- The Notice of the Annual Stockholders' Meeting and Proxy Statement.
- A copy of the Company's reported financial results for the quarter
ended March 31, 1999.
I would appreciate it if you would complete the enclosed proxy and return
it in the enclosed envelope as soon as possible.
Very truly yours,
COVALENT GROUP, INC.
/s/ Bruce LaMont
----------------
Bruce LaMont, President and
Chief Executive Officer
Enclosures
COVALENT GROUP, INC.
One Glenhardie Corporate Center, Suite 100
1275 Drummers Lane
Wayne, PA 19087
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JUNE 17, 1999
To the Stockholders of
Covalent Group, Inc.
The Annual Meeting of Stockholders (the "Meeting") of Covalent Group, Inc. (the
"Company") will be held at the Marriott Hotel, 888 Chesterbrook Boulevard,
Wayne, PA 19087 on June 17, 1999 at 2:30 p.m. to consider proposals:
1. To elect five directors for the ensuing year;
2. To ratify the selection of Arthur Andersen LLP as the Company's
independent public accountants
for the year ending December 31, 1999; and
3. To transact any other business as may properly be brought before the
Meeting.
Any action may be taken on the foregoing matters at the Meeting on the date
specified above, or on any date or dates to which the Meeting may be adjourned.
The Board of Directors has fixed the close of business on May 3, 1999 as the
record date for determining the stockholders entitled to notice of and to vote
at the Meeting and at any adjournments or postponements thereof. Only
stockholders of record of the Company's Common Stock at the close of business on
that date will be entitled to notice of and to vote at the Meeting and at any
adjournments or postponements thereof.
Your attention is directed to the accompanying Proxy Statement for the text of
the resolutions to be proposed at the Meeting and further information regarding
each proposal to be made. A copy of the Company's Annual Report on Form 10-KSB
for the year ended December 31, 1998 is enclosed herewith.
STOCKHOLDERS UNABLE TO ATTEND THE MEETING IN PERSON ARE ASKED TO VOTE, SIGN,
DATE AND RETURN PROMPTLY THE ENCLOSED PROXY IN THE ENCLOSED SELF-ADDRESSED
ENVELOPE, WHICH DOES NOT REQUIRE ANY POSTAGE IF MAILED IN THE UNITED STATES.
By order of the Board of Directors
/s/ David Weitz
----------------------
David Weitz, Secretary
May 17, 1999
Wayne, Pennsylvania
COVALENT GROUP, INC.
One Glenhardie Corporate Center, Suite 100
1275 Drummers Lane
Wayne, PA 19087
________________________
PROXY STATEMENT
________________________
Proxies, in the form enclosed with this Proxy Statement, are solicited by the
Board of Directors of Covalent Group, Inc. (the "Company") for the Annual
Meeting of Stockholders (the "Meeting") to be held on June 17, 1999 at 2:30 p.m.
at the Marriott Hotel, 888 Chesterbrook Boulevard, Wayne, PA 19087 and any
adjournments or postponements thereof.
Stockholders of record as of the close of business on May 3, 1999 (the "Record
Date") will be entitled to vote at the Meeting and any adjournment thereof. As
of the Record Date, 12,058,693 shares of Common Stock of the Company were
outstanding and entitled to one vote each. Execution of a proxy will not in any
way affect a stockholder's right to attend the Meeting and vote in person. Any
stockholder submitting a proxy has the right to revoke it at any time before it
is exercised by another instrument or transmission revoking it or by filing a
properly created proxy bearing a later date with the Secretary of the Company.
Shares represented by properly executed proxies for which no instructions are
received will be voted for all the nominees identified below under "Proposal No.
1 - Election of Directors" and for the approval of accountants identified below
under "Proposal No. 2 - Appointment of Accountants" The persons named as proxies
are either officers or directors of the Company.
The presence, in person or by proxy, of stockholders entitled to cast at least a
majority of the votes that all stockholders are entitled to cast on a particular
matter to be acted upon at the Meeting, shall constitute a quorum for the
purposes of consideration and action on such matter. Abstentions and broker
non-votes are each included in the number of shares present at the Meeting for
purposes of establishing a quorum. The affirmative vote of a plurality of the
votes cast is required for the election of Directors. For all other proposals,
the affirmative vote of the holders of a majority of shares of Common Stock
voted, in person or by proxy, at the Meeting is required. If any other matter
should be presented at the Meeting upon which it is proper to take a vote,
shares represented by all proxies received will be voted with respect thereto in
accordance with the judgment of the persons named as proxies.
This Proxy Statement and the accompanying materials were first sent to the
stockholders on May 17, 1999.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of April 29, 1999 certain information with
regard to beneficial ownership of outstanding shares of the Company's Common
Stock by (i) each person known by the Company to beneficially own five percent
or more of the outstanding shares of the Company's Common Stock, (ii) each
director and Named Executive Officer individually, and (iii) all executive
officers and directors of the Company as a group:
Name and Address of Percentage of
Beneficial Owner (1) Shares Outstanding
- ------------------------- ---------------- ---------------
Bruce LaMont 6,030,800 50.26%
853 Appaloosa Drive
Collegeville, PA 19426
Kenneth M. Borow, M.D.
407 Wyntre Lea Drive 289,200 (2) 2.36%
Bryn Mawr, PA 19010
David Weitz 211,000 1.75%
704 Delaware Avenue
Lansdale, PA 19446
John J. Whittle 45,558 (3) *
960 James Street
Syracuse, NY 13201
William K. Robinson 80,000 (4) *
1501 Wilson Lane
West Chester, PA 19380
Ivan Rubin 35,000 (5) *
29 East 64th Street
New York, NY 10021
All Executive Officers 6,691,558 (6) 53.87%
and Directors as
a Group (six persons)
___________________
* Less than 1% of the outstanding Common Stock.
(1) Unless otherwise noted, the Company believes that all persons have sole
voting and investment power with respect to all shares of Common Stock
beneficially owned by them.
(2) Includes 217,000 shares of Common Stock underlying vested and currently
exercisable stock options.
(3) Includes 30,000 shares of Common Stock underlying vested and currently
exercisable stock options.
(4) Includes 80,000 shares of Common Stock underlying vested and currently
exercisable stock options.
(5) Includes 20,000 shares of Common Stock underlying vested and currently
exercisable stock options.
(6) Includes 347,000 shares of Common Stock underlying vested and currently
exercisable stock options.
-2-
PROPOSAL NO. 1 - ELECTION OF DIRECTORS
Five directors are to be elected at the Meeting, each to serve until the next
annual meeting and until his or her successor shall have been elected and
qualified. Each of the nominees named below is presently a member of the Board
of Directors. In case any of the nominees should become unavailable for
election, for any reason not presently known or contemplated, the persons named
on the proxy card will have discretionary authority to vote pursuant to the
proxy for a substitute.
NAME AGE SINCE PRINCIPAL OCCUPATION
- ---- --- ----- --------------------
Bruce LaMont 47 1995 President, Chief Executive Officer of the
Company
Kenneth M. Borow, M.D. 51 1998 President, Clinical Research and Chief
Medical Officer of the Company
John J. Whittle 63 1996 Chairman, President and Chief Executive
Officer of Farmers & Traders Life Insurance
Company
William K. Robinson 59 1996 Chief Financial Officer of the Company
Ivan Rubin 59 1997 Consultant
BRUCE LAMONT, President, Chief Executive Officer and Director of the Company. In
1993, Mr. LaMont founded Covalent Research Alliance Corp. He has over 15 years
experience in the pharmaceutical industry. From 1980 to 1993, Mr. LaMont worked
at Merck Research Laboratories, where he was the Medical Program Liaison of the
Marketing and Clinical Development of Merck Human Health Division, where he
designed, coordinated and managed clinical trials for NDA submission. He also
coordinated projects with marketing, promotion, advertising, legal,
manufacturing and regulatory departments to ensure proper achievement of study
objectives and implemented clinical development database providing a liaison
capacity between marketing and clinical research and development. Mr. LaMont
received an Executive MBA and a Masters in Pharmaceutics from Temple University
and also holds a B.S. in Biology from Villanova University. In addition, Mr.
LaMont has extensive research experience in Gastroenterology, Drug Metabolism,
Neurosurgery, Obstetrics and Gynecology. He has held research positions at both
the University of Pennsylvania and the Medical College of Pennsylvania.
KENNETH M. BOROW, M.D., President, Clinical Research, Chief Medical Officer and
Director, joined the Company in January 1997. For the previous four years, Dr.
Borow was Senior Director, Medical Research Associates Department, Merck
Research Laboratories where he directed clinical research operations for 163
different protocols, and developed a Merck-based contract group consisting of
field monitors, data coordinators and statisticians. Previously, he was a
Professor of Medicine and Pediatrics at the University of Chicago, and
originator of a worldwide clinical research program in cardiac function which
included investigative sites in the United States, United Kingdom, Norway,
Israel and South Africa. Dr. Borow graduated from the Temple Medical School in
1974. Dr. Borow is a Harvard-trained Internist, Pediatrician, Adult
Cardiologist and Pediatric Cardiologist.
-3-
JOHN J. WHITTLE, Director. Mr. Whittle is Chairman, President, and Chief
Executive Officer of Farmers & Traders Life Insurance Company located in
Syracuse, New York. Prior to joining Farmers & Traders in 1989, he held senior
management positions with Mutual of New York and served on the Boards of several
of their subsidiaries. Mr. Whittle received a Masters in Management from The
American College and also holds a B.S. in Insurance from Pennsylvania State
University. He is a Chartered Life Underwriter (CLU).
WILLIAM K. ROBINSON, Chief Financial Officer and Director, joined the Company in
1996. He has over 25 years of diverse healthcare management experience, both
domestic and international, in large corporate and emerging company operations.
From 1994 to June 1996 he was Vice President of Finance for Scott Specialty
Gases, Inc., a manufacturer of calibration and medical gases. He was President
and CEO of Tektagen, Inc., a biopharmaceutical testing laboratory from 1991 to
1994. Previously, he was employed by SmithKline Beckman for 17 years, where he
held the top financial positions in the U.S. Pharmaceuticals, Clinical
Laboratories and Animal Health Divisions.
IVAN RUBIN, Director. Mr. Rubin is President of Beta Associates, a health
information consulting firm. From 1994 to April 1996, Mr. Rubin was a principal
of Corporate Outsourcing Group, a health information consulting firm. From
September 1993 to April 1994, Mr. Rubin was an independent business consultant.
Prior thereto, Mr. Rubin held various positions at Merck & Co., the last being
Vice President, Business Planning, Development and Research. Mr. Rubin holds a
B.A. from the University of Buffalo and an M.B.A. from Hofstra University.
Committees of the Board
- -----------------------
The Company has a Compensation Committee and an Audit Committee.
The Compensation Committee reviews and approves salaries for corporate officers
and reviews, approves and administers the Company's stock option plans and
grants thereunder. The Compensation Committee met once in 1998. The
Compensation Committee is presently composed of two non-employee directors, John
J. Whittle and Ivan Rubin.
The Audit Committee recommends outside accountants, reviews the results and
scope of the annual audit and the services provided by the Company's independent
auditors and the recommendations of the auditors with respect to the accounting
systems and controls. The Audit Committee met once in 1998. The Audit
Committee is presently composed of two non-employee directors, John J. Whittle
and Ivan Rubin. Representatives of the Company's independent auditing firm,
Arthur Andersen LLP, met with Mr. Whittle on March 30, 1999 and reviewed their
examination of the Company's financial statements for the year ended December
31, 1998.
The Board of Directors had six meetings during 1998. There was no director who,
during the last full fiscal year, attended in person or by phone fewer than 75%
of board or committee meetings while such person was a director.
Director's Remuneration
- -----------------------
Directors receive no cash compensation for service as directors. Non-employee
directors receive an initial option grant under the 1996 Stock Incentive Plan to
purchase 10,000 shares of Common Stock upon becoming a director and an annual
option grant on the date of the Company's annual meeting to purchase 10,000
shares of Common Stock. Both initial and annual options are exercisable after
12 months of continuous service as a director.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR" THE ENTIRE SLATE
OF NOMINEES IN PROPOSAL NO. 1
-4-
Executive Officers
- ------------------
Executive officers serve at the discretion of the Board and serve until their
successors have been duly elected and qualified or until their earlier
resignation or removal. The current executive officers of the Company are as
follows:
NAME AGE POSITION(S) HELD WITH COMPANY
- ---- --------- ----------------------------------------------------------
Bruce LaMont 47 President, Chief Executive Officer, Director
Kenneth M. Borow, M.D. 51 President, Clinical Research, Chief Medical Officer,
Director
David Weitz 48 Vice President, Chief Information Officer, Secretary,
Treasurer
William K. Robinson 59 Chief Financial Officer, Director
DAVID WEITZ, Secretary and Treasurer. In January 1995, Mr. Weitz was appointed
Chief Information Officer of Covalent Research Alliance Corp. He is responsible
for planning, implementation, and use of Information Technologies. For the
previous 12 years he was employed by Merck Research Laboratories as Manager of
Technical Support and Training where he was responsible for planning,
implementing and operating a computer technical support program and computer
application training program for all divisional employees located at three
geographical locations.
Section 16(A) Beneficial Ownership Reporting Compliance
- -------------------------------------------------------
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
executive officers and directors to file initial reports of ownership and
reports of change of ownership with the Securities and Exchange Commission (the
"SEC"). Executive officers and directors are required by SEC regulations to
furnish the Company with copies of all Section 16(a) forms they file. Based
solely upon a review of copies of reports furnished to the Company during the
fiscal year ended December 31, 1998, the following person filed the number of
late reports or failed to file reports representing the number of transactions
set forth after his name: John J. Whittle, two transactions.
-5-
EXECUTIVE COMPENSATION
The following table sets forth the total compensation paid by the Company to the
Named Executive Officers for or with respect to their services during the year
ended December 31, 1998. The Named Executive Officers include the Company Chief
Executive Officer and four executive officers who were paid more than $100,000
in 1998.
Summary Compensation Table
Annual Long Term
Compensation Compensation
-------------------------------- ------------
Securities
Underlying Other Annual
Name and Principal Position Year Salary Bonus Options Compensation
- --------------------------- -------- ------------ ------------- ------------ ------------
Bruce LaMont 1998 $250,000 - - 8517(6)
President and Chief Executive 1997 250,000 $30,000 - 8197(6)
Officer 1996 210,000 - - 7248(6)
Kenneth M. Borow, M.D. 1998 225,000 - 500,000(2) -
President, Clinical Research 1997 219,000 15,000 250,000(2) -
and Chief Medical Officer(1) 1996 - 250,000(2) -
David Shapiro, MBChB, 1998 262,500 25,000 - -
MRCP, MFPM 1997 18,750 - 300,000(4) -
President, Health
Management Division(3)
David Weitz 1998 115,000 - - 1184(7)
Secretary, Treasurer and Chief 1997 115,000 10,000 - 1184(7)
Information Officer 1996 85,000 10,000 - 1184(7)
William K. Robinson 1998 121,000 - - -
Chief Financial Officer (5) 1997 121,000 - 60,000 -
1996 59,160 - 20,000 -
(1) Dr. Borow was not an employee of the Company prior to 1997.
(2) Dr. Borow was granted 250,000 stock options in 1996 as part of acceptance of
an employment offer and 250,000 stock options in 1997. On August 6, 1998,
all options granted to Dr. Borow were canceled and 500,000 new options were
issued at the closing market price of the Company's stock as of that date.
(3) Dr. Shapiro was not an employee of the Company prior to December 1997.
(4) Dr. Shapiro resigned from the Company on September 30, 1998, and 300,000
outstanding stock options were canceled on December 30, 1998.
(5) Mr. Robinson was not an employee of the Company prior to June 1996.
(6) Company contribution to additional life and disability insurance.
(7) Company contribution to additional life insurance.
All executive officers of the Company are full-time employees of the Company.
There are no written employment agreements.
-6-
The following table sets forth certain information concerning grants of stock
options made during the year ended December 31, 1998 to the Named Executive
Officers.
Options Granted in the Last Fiscal Year
Number of % of Total
Securities Options
Underlying Granted to
Options Employees in Exercise Price Expiration
Name Granted (1) Fiscal Year ($/share) Date
- --------------------------------------------------------------------------------------------------------------------------
Kenneth M. Borow, M.D. 500,000 45 $.6875 09/03/02
(1) The 1996 Stock Incentive Plan is administered by the Board of Directors
through the Compensation Committee. The exercise price per share of options
granted equals the fair market value per share of the Company's Common
Stock on the date of the grant, and the options are exercisable over a
period of five years from the date of grant. All options expire ninety days
after termination of employment unless employment is terminated because of
death or disability, in which case the options terminate in one year.
Stock Option Repricing
At the Annual Meeting of Stockholders on May 21, 1998, stockholders approved a
proposal adopted by the Board of Directors authorizing the repricing of
1,199,000 stock options to the fair market value at the time of the repricing.
The repricing plan provided that (i) new options would be priced at the closing
price of the Company's stock on May 21, 1998 which was $1.938 per share and (ii)
the new options would have vesting terms and all other terms identical to the
outstanding options that they were intended to replace. The following table
lists Named Executive Officers with shares underlying options that were
repriced, the exercise price of such options and the length of the original
option term remaining at the date of repricing:
Securities Length Of
Underlying Original Option Term
Number Of Exercise Price At New Remaining At
Options Time Of Exercise Date Of
Name Repriced Repricing Price Repricing
- ---------------------------- --------- ---------------- ----------- ----------------
Kenneth M. Borow, M.D. 250,000 $3.875 $1.938 3.3 years
250,000 4.125 1.938 4.4
William K. Robinson 20,000 5.375 1.938 3.2
10,000 4.000 1.938 4.1
50,000 4.156 1.938 4.7
The repricing plan was implemented to realign the value of the previously
granted options, upon exercisability, with the market value of the Company's
Common Stock at the time of repricing. The expectation is that the opportunity
to earn compensation based on appreciation of the Company's Common Stock from
the repriced level will motivate employees to achieve superior results over the
long term, encourage key employees to remain with the Company and compensate
employees for work and economic sacrifices made.
-7-
The table below sets forth certain information regarding the number and value of
unexercised options held by Named Executive Officers of the Company as of
December 31, 1998. Mr. LaMont does not hold any options.
Aggregated Fiscal Year-End Option Values
Securities Underlying Options at Value of In-the-Money Options at
Shares December 31, 1998 December 31, 1998 (2)
Acquired Value -------------------------------- ---------------------------------
Name on Exercise Realized (1) Exercisable Unexercisable Exercisable Unexercisable
- ---- ----------- ------------ ----------------- ----------------- ----------------- -------------
Kenneth M. Borow, M.D. - - 217,000 283,000 $386,260 $503,740
William K. Robinson - - 80,000 - 42,400 -
David Weitz 210,000 $512,138 - - - -
(1) Equals the difference between exercise price and average high and low market
price of the underlying Common Stock on the exercise date.
(2) Based on the closing price of the Common Stock on the Nasdaq SmallCap Market
on that date, $2.468, net of the exercise price.
PROPOSAL NO. 2 - APPOINTMENT OF ACCOUNTANTS
Subject to stockholder ratification, the Board of Directors intends to appoint
Arthur Andersen LLP as its independent auditors for the year ending December 31,
1999. One or more members of Arthur Andersen LLP are expected to be present at
the Meeting, and will have the opportunity to make a statement if they desire to
do so and will be available to respond to appropriate questions.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR" PROPOSAL NO. 2
Stockholder Proposals for 2000 Annual Meeting
- ---------------------------------------------
Any stockholder proposal intended to be presented at the Company's 2000 Annual
Meeting of Stockholders must be received by the Company at its office in Wayne,
Pennsylvania on or before January 17, 2000 in order to be considered for
inclusion in the Company's proxy statement and form of proxy relating to such
meeting.
With respect to stockholder proposals not included in the Company's proxy
statement, the Company may utilize discretionary authority conferred by proxy in
voting on any such proposals if the stockholder does not give the Company notice
of such matter by April 2, 2000.
Expenses of Solicitation
- ------------------------
The cost of preparing, assembling, mailing and soliciting the proxies will be
borne by the Company. In addition to the use of the mails, proxies may be
solicited by regular employees of the Company, either personally or by
telephone, telegram or facsimile. The Company does not expect to pay any
compensation for the solicitation of proxies, but may reimburse brokers and
other persons holding shares in their names or in the names of nominees for
expenses in sending proxy materials to beneficial owners and obtaining proxies
from such owners.
Other Matters
- -------------
The Board of Directors does not intend to bring any matters before the Meeting
other than as stated in this Proxy Statement, and is not aware that any other
matters will be presented for action at the Meeting. If any other matters come
before the Meeting, the persons named in the enclosed form of proxy will vote
the proxy with respect thereto in accordance with their best judgment, pursuant
to the discretionary authority granted by the proxy.
-8-
All properly executed proxies delivered pursuant to this solicitation and not
revoked will be voted at the Meeting in accordance with the directions given.
In voting by proxy in regard to the election of five Directors to serve until
the 2000 Annual Meeting of Stockholders, stockholders may vote in favor of all
nominees or withhold their votes as to all nominees or withhold their votes as
to specific nominees. With respect to other items to be voted upon,
stockholders may vote in favor of the item or against the item or may abstain
from voting. Stockholders should specify their choices on the enclosed proxy
card. If no specific instructions are given with respect to the matters to be
acted upon, and the proxy is returned properly executed then the shares
represented by the proxy will be voted FOR the election of all directors, and
FOR all other proposals contained herein.
PLEASE DATE AND SIGN THE ENCLOSED PROXY WHICH IS BEING SOLICITED BY THE BOARD OF
DIRECTORS AND RETURN IT IN THE ENCLOSED ENVELOPE. NO POSTAGE IS REQUIRED IF IT
IS MAILED IN THE UNITED STATES.
COVALENT GROUP, INC.
By:/s/ David Weitz
---------------------
David Weitz
Secretary
-9-
PROXY CARD -- COVALENT GROUP, INC. 1999 ANNUAL MEETING
[X] Please mark your votes as in this example.
1. Election of Directors:
FOR WITHHELD
Bruce LaMont [ ] [ ]
Kenneth M. Borow, M.D. [ ] [ ]
William K. Robinson [ ] [ ]
Ivan Rubin [ ] [ ]
John J. Whittle [ ] [ ]
[ ] FOR all nominees listed except as marked to the contrary below:
- -----------------------------
- -----------------------------
[ ] WITHHOLD all nominees.
FOR AGAINST ABSTAIN
2. Proposal to ratify the selection of
Arthur Andersen LLP to serve as the Company's
independent accountants for the fiscal year ending
December 31, 1999. [ ] [ ] [ ]
The proxies will vote in their discretion upon such other bus iness as may
properly come before the Annual Meeting or any postponement or adjournment
thereof.
YOUR PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS. YOUR PROXY WILL BE
VOTED AS DIRECTED. IN THE ABSENCE OF DIRECTION, YOUR PROXY WILL BE VOTED FOR
THE FIVE NOMINEES FOR ELECTION AS DIRECTORS AND FOR PROPOSAL 2. STOCKHOLDERS
ARE URGED TO DATE, MARK, SIGN AND RETURN THE PROXY PROMPTLY IN THE ENVELOPE
PROVIDED, WHICH REQUIRES NO POSTAGE IF MAILED WITHIN THE UNITED STATES.
SIGNATURE_________________________________ DATE_________________
(Signature of Stockholder)
SIGNATURE_________________________________ DATE_________________
(Signature of Stockholder)
Note: Please sign exactly as your name appears on stock certificate (as
indicated hereon).