UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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
Fortis Securities, Inc.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
(specify)
- --------------------------------------------------------------------------------
(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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(4) Date Filed:
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Notes:
[LOGO OF FORTIS SECURITIES, INC.]
FORTIS SECURITIES, INC.
500 Bielenberg Drive, Woodbury, Minnesota 55125
Mailing Address: P.O. Box 64284, St. Paul, Minnesota 55164
NOTICE OF ANNUAL SHAREHOLDERS' MEETING
TO BE HELD ON DECEMBER 16, 1999
The annual meeting of the shareholders of Fortis Securities, Inc. (the
"Company") will be held at the offices of Fortis Advisers, Inc. ("Advisers"),
500 Bielenberg Drive, Woodbury, Minnesota, on Thursday, December 16, 1999, at
10:00 a.m. for the following purposes:
1. To set the number of directors at nine and to elect a Board of
Directors.
2. To ratify the selection by the Board of Directors of the Company of
KPMG LLP as independent public accountants for the Company for the
fiscal year ending July 31, 2000.
3. To transact such other business as may properly come before the
meeting.
Shareholders of record on October 29, 1999, are the only persons entitled
to notice of and to vote at the meeting.
Your attention is directed to the attached Proxy Statement. WHETHER OR NOT
YOU EXPECT TO BE PRESENT AT THE MEETING, PLEASE FILL IN, SIGN, DATE, AND MAIL
THE ENCLOSED PROXY AS PROMPTLY AS POSSIBLE IN ORDER TO SAVE THE COMPANY ANY
FURTHER SOLICITATION EXPENSE. An addressed envelope for which no postage is
required is enclosed.
/s/ Michael J. Radmer
Secretary
Dated: November 10, 1999
FORTIS SECURITIES, INC.
500 Bielenberg Drive, Woodbury, Minnesota 55125
Mailing Address: P.O. Box 64284, St. Paul, Minnesota 55164
PROXY STATEMENT
ANNUAL MEETING OF THE SHAREHOLDERS--DECEMBER 16, 1999
The enclosed proxy is solicited by the Board of Directors of Fortis
Securities, Inc. (the "Company") in connection with the annual meeting of
shareholders of the Company to be held December 16, 1999, and at any adjournment
(rescheduling) of the meeting. The costs of solicitation, including the cost of
preparing and mailing the Notice of Annual Shareholders' Meeting and this Proxy
Statement, will be paid by the Company, and such mailing will take place on
approximately November 8, 1999. Representatives of Fortis Advisers, Inc.
("Advisers"), the investment adviser and manager of the Company, without cost to
the Company, may solicit proxies for the management of the Company by means of
mail, telephone, or personal calls. The address of Advisers is that of the
Company as provided above.
A proxy may be revoked by giving written notice of revocation to the
Secretary of the Company. Unless revoked, properly executed proxies that have
been returned by shareholders without instructions will be voted "for" each
proposal. In instances where choices are specified by the shareholders in the
proxy, those proxies will be voted or the vote will be withheld in accordance
with the shareholder's choice. With regard to the election of directors, votes
may be cast in favor or withheld. Abstentions may be specified for Proposal 2
(ratification of independent public accountants). Abstentions and votes
withheld with respect to the election of directors will be counted as present
for purposes of determining whether a quorum of shares is present at the
meeting, and will have the same effect as a vote "against" such item. So far as
the Board of Directors is aware, no matters other than those described in this
Proxy Statement will be acted upon at the meeting. Should any other matters
properly come before the meeting calling for a vote of shareholders, it is the
intention of the persons named as proxies to vote upon such matters according to
their best judgment.
Only those shareholders owning shares as of the close of business on
October 29, 1999, may vote at the meeting or any adjournments of the meeting.
As of that date, there were issued and outstanding 12,661,986 common shares,
$.01 par value. Common shares represent the only class of securities of the
Company. Each shareholder is entitled to one vote for each share held.
If a quorum is not present at a meeting, or if a quorum is present but
sufficient votes to approve any of the proposals are not received, the persons
named as proxies may propose one or more adjournments of the meeting to permit
further solicitation of proxies. In determining whether to adjourn the meeting,
the following factors may be considered: the nature of the proposals that are
the subject of the meeting, the percentage of votes actually cast, the
percentage of negative votes actually cast, the nature of any further
solicitation, and the information to be provided to shareholders with respect to
the reasons for the solicitation. Any adjournment will require the affirmative
vote of a majority of those shares represented at the meeting in person or by
proxy.
1
A copy of the Company's most recent annual report is available upon
request. If you would like to receive a copy, please contact the Company at
P.O. Box 64284, St. Paul, Minnesota 55164 or call 1-800-800-2000, extension
4579, and a copy will be sent, without charge, by first class mail within three
business days of your request.
SHARE OWNERSHIP
The following table sets forth the number of shares of the Company and the
number of shares of all other investment companies managed by Advisers owned
beneficially by the directors of the Company and by all officers and directors
as a group, as of October 20, 1999.
Number of Company Shares Owned of
Beneficial Owner Shares Beneficially Owned Other Fortis Funds*
---------------- ------------------------- -------------------
Richard W. Cutting 0 8,351
Allen R. Freedman 0 14,198
Dr. Robert M. Gavin 0 38,711
Jean L. King 0 15,174
Dean C. Kopperud 0 18,316
Robb L. Prince 514 80,340
Leonard J. Santow 0 42,907
Noel S. Shadko 0 4,819
Joseph M. Wikler 0 127,421
Officers and directors
as a group 514 1,531,368
______________________
* "Other Fortis Funds" currently consists of eight open-end investment
companies managed by the Adviser. The open-end investment companies are
Fortis Advantage Portfolios, Inc.; Fortis Equity Portfolios, Inc.; Fortis
Growth Fund, Inc.; Fortis Income Portfolios, Inc.; Fortis Money
Portfolios, Inc.; Fortis Series Fund, Inc.; Fortis Tax-Free Portfolios,
Inc.; and Fortis Worldwide Portfolios, Inc.
As of October 20, 1999, all directors and officers as a group owned less
than 1% of the outstanding shares of the Company. As of this date, no person,
to the knowledge of Company management, owned beneficially more than 5% of the
voting shares of the Company.
PROPOSAL ONE
ELECTION OF DIRECTORS
At the meeting, shareholders will be asked to elect the members of the
Company's Board of Directors. The Bylaws of the Company provide that the
shareholders have the power to set the number of Directors (subject to the
authority of the Board of Directors to increase or decrease the number as
permitted by law). The Company's management recommends that the number of
directors to be elected at the annual meeting be set at nine. Unless otherwise
instructed, the proxies will vote in favor of a resolution to set the number of
directors at nine.
2
It is intended that the enclosed proxy will be voted for the election of
the nine persons named below as directors unless such authority has been
withheld in the proxy. All of the nominees were elected directors by the
shareholders at their last annual meeting and are currently serving as directors
of the Company. The term of office of persons elected will be until the next
annual meeting of the shareholders or until their successors are elected and
shall qualify. Pertinent information regarding each nominee's principal
occupation and business experience during at least the past five years is set
forth below.
Name, Age, Term of Office Principal Occupation/Business Experience Directorships of Other
------------------------- ---------------------------------------- Reporting Companies
-------------------
Richard W. Cutting, Age 68 Certified public accountant and Other Fortis Funds
Director since 1993 (1) financial consultant.
Allen R. Freedman *, Age 59 Chairman, Chief Executive Officer and Other Fortis Funds;
Director since 1987 President of Fortis, Inc.; a Managing Systems and Computer
Director of Fortis International, Technology Corporation.
N.V.; director of Systems and
Computer Technology Corporation.
Dr. Robert M. Gavin, Age 59 President, Cranbrook Education Other Fortis Funds
Director since 1986 (2) Community; prior to July 1996,
President, Macalester College, St.
Paul, MN.
Jean L. King, Age 55 President, Communi-King, a Other Fortis Funds
Director since 1984 (1) communications consulting firm.
Dean C. Kopperud*, Age 47 Chief Executive Officer and a Other Fortis Funds
Director since 1995 (2) Director of Advisers; President and a
Director of Fortis Investors, Inc.
("Investors"), the underwriter of
shares of investment companies
affiliated with the Company;
President of Fortis Financial Group;
a Director of Fortis Benefits
Insurance Company and Senior Vice
President of Time Insurance Company.
Robb L. Prince, Age 58 Financial and employee benefit Other Fortis Funds;
Director since 1982 (2) consultant; prior to July 1995, Vice Analysts International
President and Treasurer, Jostens, Corporation
Inc., a producer of products and
services for youth, education, sports
award, and recognition markets;
director of Analysts International
Corporation
Leonard J. Santow, Age 63 Principal, Griggs & Santow, Inc., Other Fortis Funds
Director since 1972 (3) economic and financial consultants
3
Name, Age, Term of Office Principal Occupation/Business Experience Directorships of Other
------------------------- ---------------------------------------- Reporting Companies
-------------------
Noel S. Shadko, Age 45 Marketing consultant; prior to 1996, Other Fortis Funds
Director since 1996 (2) Senior Vice President, Marketing and
Strategic Planning, Rollerblade, Inc.
Joseph M. Wikler, Age 58 Investment consultant and private Other Fortis Funds
Director since 1994 (1) investor; prior to 1994, Director of
Research, Chief Investment Officer,
Principal and a Director, The
Rothschild Co., an investment
adviser, Baltimore, MD.
_____________________
* Denotes directors who are interested persons, as defined in the Investment
Company Act of 1940, as amended (the "1940 Act"), of the Company and
Advisers. Mr. Kopperud is an "interested person" of Advisers and the
Company primarily because he holds certain positions, including serving as
Chief Executive Officer and a director of Advisers. Mr. Freedman is an
"interested person" of Advisers and the Company primarily because he holds
certain positions, including serving as Chairman and Chief Executive
Officer of Fortis, Inc., the parent company of Advisers, and as a Managing
Director of Fortis International, N.V., the parent company of Fortis, Inc.
(1) Member of the Audit Committee of the Board of Directors.
(2) Member of the Executive Committee of the Board of Directors.
(3) Member of the Investment Consulting Committee of the Board of Directors.
The Company has an Audit Committee of the Board of Directors whose members
are selected annually by the full Board of Directors. The Audit Committee
currently consists of Ms. King, Mr. Wikler and Mr. Cutting, who serves as its
chairperson. The Audit Committee met two times during the fiscal year ended
July 31, 1999. The Company does not have a standing compensation committee or a
standing nominating committee of the Board of Directors.
The functions performed by the Audit Committee are to recommend annually to
the Board a firm of independent certified public accountants to audit the books
and records of the Company for the ensuing year; to monitor that firm's
performance; to review with the firm the scope and results of each audit and
determine the need, if any, to extend audit procedures; to confer with the firm
and representatives of the Company on matters concerning the Company's financial
statements and reports, including the appropriateness of its accounting
practices and of its financial controls and procedures; to evaluate the
independence of the firm; to review procedures to safeguard portfolio
securities; to review the purchase by the Company from the firm of nonaudit
services; to review all fees paid to the firm; and to facilitate communications
between the firm and the Company's officers and directors.
During the Company's fiscal year ended July 31, 1999, there were four
meetings of the Board of Directors. No director attended fewer than 75% of the
aggregate of the number of meetings of the Board of Directors and the number of
meetings held by all committees of the Board on which such director served,
except Mr. Freedman and Mss. King and Shadko.
4
No compensation is paid by the Company to any Director or officer who is an
officer or employee of Advisers or Investors or any affiliated company. The
Company pays each director who is not affiliated with Advisers or Investors a
monthly fee of $100 and a fee of $100 for each directors' meeting and each
committee meeting attended. The following table sets forth the compensation
received by each director from the Company during the fiscal year ended July 31,
1999, as well as the total compensation received by each director from the Fund
Complex (which includes the Company and the Other Fortis Funds) during the
calendar year ended December 31, 1998. Mr. Freedman and Mr. Kopperud did not
receive any such compensation and they are not included in the table.
Compensation Total Compensation
Director from the Company from Fund Complex
- --------------------- ---------------- ------------------
Richard W. Cutting $1,800 $31,200
Dr. Robert M. Gavin $1,800 $31,200
Jean L. King $1,600 $31,200
Robb L. Prince $1,800 $31,200
Leonard J. Santow $1,678 $30,300
Noel S. Shadko $1,800 $22,200
Joseph M. Wikler $1,800 $31,300
The Board of Directors recommends that shareholders set the number of
directors at nine and vote in favor of the above nominees to serve as Directors
of the Company. The vote of a majority of the shares represented at the
meeting, provided at least a quorum (more than 50% of the outstanding shares) is
represented in person or by proxy, is sufficient for the election of the above
nominees. Unless otherwise instructed, the proxies will vote for the above nine
nominees. All of the nominees listed above have consented to serve as directors
if elected. In the event any of the above nominees are not candidates for
election at the meeting, the proxies may vote for such other persons as
management may designate. Nothing currently indicates that such a situation
will arise.
PROPOSAL TWO
RATIFICATION OF
INDEPENDENT PUBLIC ACCOUNTANTS
The 1940 Act provides that every registered investment company shall be
audited at least once each year by independent public accountants selected by a
majority of the directors of the investment company who are not interested
persons of the investment company or of its investment adviser. The 1940 Act
provides that the selection be submitted for ratification or rejection by the
shareholders.
The Company's Board of Directors, including a majority of the directors who
are not interested persons of Advisers or the Company, upon the recommendation
of the Company's Audit Committee, have selected KPMG LLP to be the Company's
independent public accountants for the fiscal year ending July 31, 2000. KPMG
LLP has no direct or material indirect financial interest in the Company or in
Advisers, other than receipt of fees for services to the Company. KPMG LLP has
served as the independent public accountants of the Company since the fiscal
year ended July 31, 1989. KPMG LLP also serves as independent public
accountants for each of the Other Fortis Funds.
5
Representatives of KPMG LLP are expected to be present at the meeting.
Such representatives will be given the opportunity to make a statement to the
shareholders if they desire to do so and are expected to be available to respond
to any questions that may be raised at the meeting.
The Board of Directors recommends that shareholders vote in favor of the
ratification of KPMG LLP as the independent public accountants for the Company.
The affirmative vote of a majority of the shares represented at the meeting,
provided at least a quorum (more than 50% of the outstanding shares) is
represented in person or by proxy, is sufficient for the ratification of the
selection of the independent public accountants. Unless otherwise instructed,
the proxies will vote for the ratification of the selection of KPMG LLP as the
Company's independent public accountants.
EXECUTIVE OFFICERS OF THE COMPANY
Information about each executive officer's position and term of office with
the Company and business experience during at least the past five years is set
forth below. Unless otherwise indicated, all positions have been held more than
five years. Compensation paid to the executive officers of the Company is paid
by Advisers. No executive officer receives any compensation from the Company,
however, the Company's legal fees are paid to a law firm of which the secretary
of the Company is a partner.
Name and (Age) Position/Term of Office Business Experience During Past Five Years
- -------------- ----------------------- ------------------------------------------
Dean C. Kopperud (47) President since 1995 See biographical information in Proposal One.
Gary N. Yalen (57) Vice President since 1995 President and Chief Investment Officer of
Advisers (since 1995) and Senior Vice
President, Investments, of Fortis, Inc.;
prior to 1996, President and Chief Investment
Officer, Fortis Asset Management, a former
division of Fortis, Inc.
Howard G. Hudson (62) Vice President since 1995 Executive Vice President and Head of Fixed
Income Investments of Advisers since 1995;
prior to 1996, Senior Vice President, Fixed
Income, Fortis Asset Management.
Lucinda S. Mezey (52) Vice President since 1997 Executive Vice President and Head of Equity
Investments of Advisers since October 1997;
from 1995 to October 1997, Chief Investment
Officer, Alex Brown Capital Advisory and
Trust Co., Baltimore, MD; prior to 1995,
Senior Vice President and Head of Equity
Investments, PNC Bank, Philadelphia, PA.
James S. Byrd (48) Vice President since 1991 Executive Vice President of Advisers since
1995; prior to 1995, Vice President of
Advisers and of Investors.
6
Name and (Age) Position/Term of Office Business Experience During Past Five Years
- -------------- ----------------------- ------------------------------------------
Maroun M. Hayek (51) Vice President since 1995 Vice President of Advisers since 1995; prior
to 1996, Vice President, Fixed Income, Fortis
Asset Management.
Robert C. Lindberg (43) Vice President since 1993 Vice President of Advisers since 1993.
Kevin J. Michels (48) Vice President since 1995 Vice President of Advisers since 1995; prior
to 1996, Vice President, Administration,
Fortis Asset Management.
Christopher J. Pagano Vice President since 1996 Vice President of Advisers since 1996; prior
(36) to March 1996, government strategist, Merrill
Lynch, New York, NY.
Kendall C. Peterson Vice President since 1999 Vice President of Advisers since August 1999;
(43) prior to August 1999, Vice President and
portfolio manager at Prudential Insurance
Company of America, Newark, NJ.
Stephen M. Rickert (56) Vice President since 1995 Vice President of Advisers since 1995; from
1994 to 1996, Corporate Bond Analyst, Fortis
Asset Management.
Christopher J. Woods Vice President since 1995 Vice President of Advisers since 1995; prior
(39) to 1996 Vice President, Fixed Income, Fortis
Asset Management.
Robert W. Beltz, Jr. Vice President since 1993 Vice President--Securities Operations of
(50) Advisers and of Investors.
Peggy E. Ettestad (42) Vice President since 1997 Senior Vice President, Operations of Advisers
since March 1997; prior to March 1997, Vice
President, G.E. Capital Fleet Services,
Minneapolis, MN.
Tamara L. Fagely (41) Treasurer since 1993 and Vice President of Advisers and of Investors
Vice President since 1996 since 1998; prior to 1998, Second Vice
President of Advisers and Investors.
Dickson W. Lewis (50) Vice President since 1997 Senior Vice President, Marketing and Sales of
Advisers and of Investors since July 1997;
from 1993 to July 1997, President and Chief
Executive Officer, Hedstrom/Blessing, Inc.,
Minneapolis, MN.
7
Name and (Age) Position/Term of Office Business Experience During Past Five Years
- -------------- ----------------------- ------------------------------------------
David A. Peterson (57) Vice President since 1991 Vice President and Assistant General Counsel,
Fortis Benefits Insurance Company.
Scott R. Plummer (40) Vice President since 1996 Vice President, Associate General Counsel and
Assistant Secretary of Advisers.
Rhonda J. Schwartz (41) Vice President since 1996 Since January 1996, Senior Vice President and
General Counsel of Advisers, Vice President
and General Counsel, Life and Investment
Products of Fortis Insurance Company and
Senior Vice President and General Counsel of
Fortis Benefits Insurance Company, FFG
Division; from 1994 to January 1996, Vice
President, General Counsel and Secretary of
Fortis, Inc.
Melinda S. Urion (46) Vice President since 1997 Senior Vice President and Chief Financial
Officer of Advisers since 1997; from 1995 to
1997, Senior Vice President of Finance and
Chief Financial Officer, American Express
Financial Corporation; prior to March 1995,
corporate controller, American Express
Financial Corporation and prior to 1994,
controller and treasurer, IDS Life Insurance
Company, Minneapolis, MN.
Michael J. Radmer (54) Secretary since 1978 Partner, Dorsey & Whitney LLP, the Company's
General Counsel.
OTHER MATTERS
Management does not intend to present any business to the meeting not
mentioned in this Proxy Statement and currently knows of no other business to be
presented. If any other matters are brought before the meeting, the persons
named as proxies will vote on such matters in accordance with their judgment of
the best interests of the Company.
Based on the Company records and other information, the Company believes
that all SEC filing requirements applicable to its directors and officers,
Advisers and companies affiliated with Advisers pursuant to Section 16(a) of the
Securities Exchange Act of 1934, with respect to the Company's fiscal year
ending July 31, 1999, were satisfied.
8
SHAREHOLDER PROPOSALS
Proposals of Company shareholders intended to be presented at the 2000
annual shareholders' meeting must be received at the Company's offices by July
15, 2000, in order to be considered for inclusion in the Company's proxy
statement and form of proxy for the 2000 annual meeting.
Dated: November 8, 1999 /s/ Michael J. Radmer, Secretary
9
[LOGO OF FORTIS]
Fortis Financial Group
Fund management offered through Fortis Advisers, Inc. since 1949
Securities offered through Fortis Investors, Inc., member NASD, SIPC
Insurance products offered through Fortis Benefits Insurance Company & Fortis
Insurance Company
P.O. Box 64284 o St. Paul, MN 55164-0284 o (800) 800-2000
http://www.ffg.us.fortis.com
The Fortis brandmark and Fortis(R) are servicemarks of Fortis (B) and
Fortis (NL).
96594 (C) Fortis, Inc. 10/99
----------
[LOGO OF FORTIS]
Notice of annual shareholders'
meeting and proxy statement
To be held
December 16, 1999
Fortis Securities, Inc.
FORTIS SECURITIES, INC.
PROXY SERVICE
POST OFFICE BOX 9148
FARMINGDALE, NY 11735-9855
FORTIS SECURITIES, INC.
PROXY FOR ANNUAL SHAREHOLDERS' MEETING
TO BE HELD DECEMBER 16, 1999
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD
OF DIRECTORS
The undersigned apoints Michael J. Radmer, Robert W. Beltz, Jr., Scott R.
Plummer and Tamara L. Fagely and each of them with power to act without the
other and with the right of substitution in each, the proxies of the undersigned
to vote all shares of Fortis Securities, Inc. (the "Company") held by the
undersigned on October 29, 1999, at the annual shareholders' Meeting of the
Company, to be held at the offices of Fortis Advisers, Inc. ("Advisers"), 500
Bielenberg Drive, Woodbury, Minnesota, on Thrusday, December 16, 1999, at 10:00
a.m. and at any adjornment thereof, with all powers the undersigned would
possess if present in person. All previous proxies given with respect to the
meeting are revoked.
THIS PROXY WILL BE VOTED AS INSTRUCTED ON THE MATTERS SET FORTH BELOW. IT
IS UNDERSTOOD THAT IF NO CHOICE IS SPECIFIED, THIS PROXY WILL BE VOTED "FOR" ALL
ITEMS. UPON ALL OTHER MATTERS THE PROXIES SHALL VOTE AS THEY DEEM IN THE BEST
INTEREST OF THE COMPANY.
Receipt of Notice of Annual Shareholders' Meeting and Proxy Statement is
acknowledged by your execution of this proxy. Mark, sign, date, and return this
proxy in the addressed envelope--no postage required. Please mail promptly to
save the Company further solicitation expenses.
- - To vote by mail, sign below exactly as your name appears
above and return the card in the envelope provided.
- - To vote by touch-tone phone, call 1-800-690-5903
- - To vote by internet, use website www.proxyvote.com
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
PORSEC
KEEP THIS PORTION FOR YOUR RECORDS
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
DETACH AND RETURN THIS PORTION ONLY
FORTIS SECURITIES, INC.
VOTE ON DIRECTORS
1. TO SET THE NUMBER OF DIRECTORS AT NINE AND TO ELECT THE FOLLOWING NOMINEES:
01) R.W. CUTTING, 02) A.R. FREEDMAN 03) R.M. GAVIN, 04) J.L. KING, 05) D.C.
KOPPERUD, 06) R.L. PRINCE, 07) L.J. SANTOW, 08) N.S. SHADKO, 09) J.M.
WIKLER.
FOR ALL WITHHOLD ALL FOR ALL EXCEPT
[ ] [ ] [ ]
To withhold authority to vote, xxxx "For All Except" and write the
nominee's number on the line below.
VOTE ON PROPOSAL
2. PROPOSAL TO RATIFY THE SELECTION OF KMPG LLP AS THE INDEPENDENT PUBLIC
ACCOUNTANTS FOR THE COMPANY.
For Against Abstain
[ ] [ ] [ ]
IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER BUSINESS
AS MAY PRPOERLY COME BEFORE THE MEETING OR ANY ADJOURNMENTS OR POSTPONEMENTS
THEREOF.
- ----------------------------------------- -------------------------------
Signature (PLEASE SIGN WITHIN BOX Date Signature (Joint Owners Date