DEF 14A 1 proxy0401.txt PROXY 040301 COVER SEC COVER LETTER 1 May 10, 2001 Securities and Exchange Commission File Desk, Room 1004 450 Fifth Street, N.W. Washington, D.C. 20549 Re: Definitive Proxy Materials of CARC, Inc. for Use in Connection with 2001 Annual Meeting of Shareholders. Dear Sir or Madam: On behalf of CARC, Inc. (the "Corporation"), please find attached the notice of annual meeting, proxy statement, and form of proxy to be used in soliciting proxies for the Annual Meeting of Shareholders of the Corporation scheduled to be held June 11, 2001 in Clemson, South Carolina. The Corporation intends to mail definitive proxy materials to its shareholder on or about May 10, 2001. This filing is being effected by direct transmission to the Commission's EDGAR System. Please mark return confirmation "Filed" upon receipt. Please contact the undersigned at (864) 654-1155 should you have any additional questions or comments. Sincerely, /s/Susan H. Davis Susan H. Davis Administrator DEF 14A Proxy Material 1 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 [X] Definitive Proxy Statement [ ] Definitive Additional Materials [ ] Soliciting Materials Pursuant to section 240.14a-11(c) or section 240.14a-12 ................................................................... (Name of Registrant as Specified In Its Charter) Susan H. Davis .................................................................... (Name of Person(s) Filing Proxy Statement) Payment of Filing Fee (Check the appropriate box): [ ] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a- 6(j)(2). [ ] $500 per each party to the controversy pursuant to Exchange Act Rule 14a-6(i)(3). [ ] 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 0-11:1 .................................................................... Set forth the amount on which the filing fee is calculated and state how it was determined. 2 CARC, INC. 500 DOWNS LOOP Clemson, SC 29631 NOTICE OF ANNUAL MEETING OF SHAREHOLDERS TO THE SHAREHOLDERS OF CARC, INC.: You are cordially invited to attend the 2001 Annual Meeting of the Shareholders of CARC, Inc. (the "Company") to be held at 2:00 p.m. June 11, 2001, at the CARC, Inc. Activity Center, 150 Downs Blvd., Clemson, South Carolina, for the following purposes, all as more fully described in the accompanying Proxy Statement: (1) To elect nine (9) members to the board of directors; (2) To consider and vote upon a proposal to ratify the appointment of Crisp-Hughes as independent accountants for the fiscal year ending March 31, 2002; and (3) To transact such other business as may properly come before the meeting or any adjournment thereof. The board of directors has fixed the close of business on May 10, 2001, as the record date for the determination of shareholders entitled to vote at the meeting. Accordingly, only shareholders who are holders of record at the close of business on that date will be entitled to notice of and to vote at the meeting. Please complete, sign, date and return the enclosed proxy card promptly. Your cooperation is appreciated since a majority of the outstanding shares of common stock of the Company must be represented, either in person or by proxy, to constitute a quorum for the conduct of business. BY ORDER OF THE BOARD OF DIRECTORS: /s/Broy Moyer Broy Moyer Corporate Secretary Clemson, South Carolina May 10, 2001 3 CARC, INC. 500 Downs Loop Clemson, South Carolina 29631 May 10, 2001 PROXY STATEMENT The accompanying proxy is solicited by and on behalf of the Board of Directors of CARC, Inc. (the "Company") for use at the 2001 Annual Meeting of Shareholders to be held at 2:00 p.m. on June 11, 2001 at the CARC, Inc. Activity Center, 150 Downs Blvd., Clemson, South Carolina, and at any adjournment thereof. The entire cost of such solicitation will be borne by the Company. In addition to solicitation by mail, personal solicitations may be conducted by directors, officers and employees of the Company. This Proxy Statement and accompanying proxy card will be mailed to shareholders on or about May 10, 2001. The shares represented by the accompanying proxy and entitled to vote will be voted if the proxy card is properly signed and received by the Company prior to the meeting. Where a choice is specified on any proxy card as to the vote on any matter to come before the meeting, the proxy will be voted in accordance with such specification. Where no choice is specified, the proxy will be voted for the election of the persons nominated to serve as the directors of the Company named in this Proxy Statement, and the proposal to ratify the appointment of Crisp-Hughes as independent accountants for the fiscal year ended March 31, 2002 and in such manner as the persons named on the enclosed proxy card in their discretion determine upon such other business as may properly come before the meeting or any adjournment thereof. Any shareholder giving the accompanying proxy has the right to revoke it by a later dated proxy, or by attending the meeting and voting in person. VOTING SECURITIES OF THE COMPANY The Company is authorized to issue 600,000 shares of common stock, par value $1.00 per share ("Common Stock"). Holders of record of the Common Stock at the close of business on May 10, 2001 are entitled to vote at the Annual Meeting and are entitled to ONE vote for each share held. At the close of business on May 10, 2001, there were 536,000 shares of Common Stock issued and outstanding. The laws of South Carolina, under which the Company is incorporated, provide that, in connection with the election of directors, the persons receiving a plurality of the votes cast will be elected as directors. Further, with respect to such election, shareholders will have cumulative voting rights if a shareholder either (i) gives written notice his or her intention to exercise such rights to any officer of the Company not less than 48 hours before the time fixed for the meeting, which notice must be announced in the meeting before voting commences, or (ii) announces his or her intention to exercise such rights in the meeting before the voting for directors commences. The right to cumulate votes means that shareholders are entitled to multiply the number of votes they are entitled to cast by the number of directors to be elected and to cast the product for a single candidate or distribute the product among two or more candidates. The proxy agents named on the accompanying proxy card also will have the right in their discretion to cumulate votes represented by proxies they hold, provided that such agents in no event will cast a vote for a nominee with respect to whom authority to vote has been withheld. The affirmative vote of a majority of the shares of Common Stock represented and entitled to 4 vote at the Annual Meeting will be required to ratify the appointment of independent accountants. Abstentions will be counted in determining the existence of a quorum for the Annual Meeting, but abstentions and non-votes (including broker non-votes), if any, will not be counted as votes in favor of or against the proposals described above. SECURITIES OWNERSHIP OF MANAGEMENT The following table sets forth, as of May 10, 2001, the number of shares of Common Stock owned by each director of the Company, each nominee for director for the Company, each executive officer named under the caption "Management Compensation--Summary Compensation Table," below, and all directors and executive officers as a group. The Company is not aware of any shareholder of the Company who beneficially owns more than 5% of the outstanding shares of the Company's Common Stock. Amount and Nature of Beneficial Ownership
Sole Voting Shared Voting Percent Name of and and of Beneficial Owner Investment Investment Class Power Power (1) (2) ---------------------------------------------------------------------- Susan H. Davis -- -- -- Joseph F. Boykin, Jr.1,000 -- * Frank P. Clipp 1,000 -- * Dorothy Dev. Dent -- 1,000 * Greg Hughes 1,000 -- * Robert C. Jackson 1,000 -- * Susan Watson McClure -- 1,000 * Ronald W. Moran -- 1,000 * William Senn -- 1,000 * Marshall H. Strickler1,000 -- * All directors and executive officers as a group 5,000 4,000 2.1% (10 persons) * Indicates less than 1% (1) Represents shares held in joint tenancy with spouse.
5 SHARED VOTING AND INVESTMENT POWER IS DETERMINED BY OWNERSHIP OF THE TOTAL NUMBER OF SHARES. COMBINED VOTING AND INVESTMENT POWER. All of the outstanding shares of Common Stock are subject to a stockholders agreement (the "Stockholders Agreement") which prohibits any transfer of shares of Common Stock (except to a family member) unless the owner of such shares first offers to the Company or a designee of the Company the opportunity to acquire such shares at a per share price equal to the book value of a share of Common Stock as of the end of the immediately preceding fiscal year or $5.00 per share, whichever is greater. Shareholders holding 1,000 or more shares are given priority in admission to the health care facility and to apartment rentals. The Stockholders Agreement will terminate upon the bankruptcy, receivership or dissolution of the Company or upon the written agreement of the holders of 80% of the outstanding shares of Common Stock. The Stockholders Agreement may also be amended by unanimous recommendation of the board of directors and an affirmative vote of 80% or more of the holders of the Common Stock. Proposal (1) ELECTION OF DIRECTORS The Nominating Committee of the board of directors has nominated the nine persons named below to serve on the board of directors until the 2002 Annual Meeting of Shareholders or until their successors have been duly elected and qualified. Each nominee for director has indicated that he or she is willing and able to serve as a director if elected. However, if any nominee should become unable to serve or for good cause will not serve, the persons named on the enclosed proxy card will vote for such other nominees and substitute nominees as designated by the Nominating Committee. The age and a brief biographical description of each of the nine nominees for director are set forth below. JOSEPH F. (Joe) BOYKIN, JR. (61) - Born November 7, 1940, in Pensacola Florida. Married to Evelyn Boykin, with whom he had two daughters, Suzanne and Pamela. Graduated from Georgia Military Academy in 1958. Received his BS in 1962 and his MS in 1965 from Florida State University. He began his career as assistant to the Librarian at the University of North Carolina at Charlotte in 1965. In 1968 he became Acting Librarian and in 1970 he became the Director of the Library where he served until 1981 when he left to become Dean of Libraries at Clemson University. He has been Dean of Libraries at Clemson University since June, 1981; Had state, regional and national responsibilities in the library field. He has served as President of the South Carolina Library Association, the Association of Southeastern Research Libraries and the OCLC Users Council. He also served on the OCLC, Inc. Board of Trustees. He served as President of the Sertoma Club of Clemson, is an active member of the First Baptist Church of Clemson, chaired its Stewardship and Finance Committee and currently serving on the Investment Committee. He has had two family members as residents at Clemson Downs, his mother-in- law, Ann Larson, and his mother, Delree Boykin. FRANK CLIPP (85) - Born in New Albany, Indiana, Mr. Clipp graduated from Purdue University in 1938 with a BS degree. For almost all of his working life he was employed by E. I.d u PONT de NEMOURS and CO. in their Engineering Department, Construction Division, as Control Superintendent on locations in 10 different states. As Control Superintendent he was responsible for cost control, cost accounting, purchasing, contracts, receiving and stores, payrolls and all other office functions. He supervised personnel in groups from 10 to 375 on projects varied in size from 50 thousand to 50 million dollars. At the last location there were as many as two hundred active projects. After retiring in 1974 he and his wife moved from New Jersey to Aiken, South Carolina, and from Aiken to Clemson Downs apartments in 1986. He left the Downs in 1990, and returned in 1998 after the death of his wife. He has two children, three grandchildren, and is a member of the Pendleton United Methodist Church. DOROTHY DEV. DENT (78) - Dorothy Devaughn Dent was born in Shaker Heights, Ohio. She attended the Cleveland School of Art, and Western Reserve University, and graduated where one of her jobs was creating the war maps showing the daily progress of the Allies in Europe and in the Pacific. Following the war she worked as a service representative, observer, and instructor for the Ohio Bell Telephone. In 1952 she married Sid Dent and subsequently moved to Park Forrest, Illinois, and later to Long Island, New York. While living there she was active as a Girl Scout leader, and after retiring to Keowee Key, she volunteered at Oconee Hospital, Meals on Wheels, Tamassee-D.A.R. school, the blue Ridge Art Association, and helped the KeyKoraleers with a production to accompany their spring concert. In August of 1998 Mrs. Dent moved to Clemson Downs. 6 GREG HUGHES (83) - was reared in Union County, SC where he attended the public schools. He received a BS degree in Industrial Education from Clemson University in 1939 and a Masters degree (1952) in Student Services from the University of Georgia. During World War II, he served at the Infantry School, Ft. Benning, Georgia and at Wofford College, Spartanburg, SC. After 6 years of service in the US Army he retired with the rank of Lt. Colonel. Greg returned to Clemson in 1946 where he held faculty and staff positions until his retirement in 1975. His first faculty position was in Engineering Graphics; his last 20 years were in Student Personnel Services. Memberships include Tiger Brotherhood, Blue Key, Phi Kappa Phi, Iota Lamda Sigma, SACK, Kiwanis Golden K Club and Clemson First Baptist Church. Greg moved to Apartment E-101 last June. He delivers Meals on Wheels and is also a Clemson Downs Health Care Center Volunteer. ROBERT C. (Bob) JACKSON (90) - Currently living at 1032 Keystone Lane, was originally from Mississippi, lived 30 years in Alexandria, Virginia, then for 20 years in Naples, Florida before Moving to Clemson Downs in 1995. His education in the growing and marketing of cotton began in Macon, Mississippi, where he and his wife, Fan Minor, were married in 1934. Beginning in 1939 he assisted in organizing the National Cotton Council of America, eventually becoming Director of the Washington office from 1946 to 1949; was named Executive Vice President and Chief Executive Officer of American Textile Manufacturers Institute, with offices in Charlotte, New York, and Washington. He served until his retirement in 1976. He acted as industry representative and spokesman at a variety of national and international conferences and negotiations in many countries of the world, both Europe and the far East, He was named to several government advisory committees by various agencies. Honors include an Honorary Doctor of Laws Degree from Clemson University; Textile Man of the Year Award from the New York Board of Trade; Silver Medal of the Northern Textile association for Leadership in Creating Unity in the Textile Industry. After 65 years of marriage, Fan Minor Jackson passed away in May of 2000. They have one daughter, two granddaughters, and three great grandchildren, all of whom reside in Greenville. 8 SUSAN WATSON MCCLURE (60) - Born in Geneva, Illinois, attended junior and senior high in Coral Gables, Florida, and has lived in the Carolinas since 1958. She attended Florida State University, Winthrop College, received a Bachelors in Business from Lander and a MBA from Clemson. She married Harlan E. McClure, Dean Emeritus of Architecture, in 1977. They live in Pendleton. They have four children and seven grandchildren, all living in the Carolinas. Susan's parents are Bob and Helen Watson, currently residents of the Downs. She has two sisters, one living in North Carolina, and one living in Clemson. She is head of the Accounting Department at Tri- County Technical College and has been on the faculty there for 20 years. She is an active volunteer, having served as Treasurer of Holy Trinity Episcopal Church for 14 years, been a choir member, and Treasurer of the Pendleton Historic Foundation, Treasurer of Liberty Hall Homeowners Association and serves as box office manager occasionally at the Clemson Little Theater. In her "spare time" Susan enjoys reading, knitting, grandchildren, and especially travel. RONALD W. MORAN (64) - Born in Philadelphia and moved to New Britain, Connecticut when he was 10. He received his BA from Colby College and his MA and PHD from Louisiana State University. After having taught at the University of North Carolina at Chapel Hill for nine years, he joined the Clemson faculty in 1975 as Professor of English and head of the department. Until his retirement in 1998, he served in a number of capacities at the university, including Associate Dean. He returned to the university in November of 1999 to assume the deanship of the College of Architecture, Arts and Humanities on an interim basis, and retired in September of 2000 for the second time. He also served as Fulbright Lecturer at the University of Wuerzburg in Germany. Ron is the author of two books of literary criticism and five books/chapbooks of poetry, with another scheduled for publication later this year. His poems and articles are widely published in magazines. He is listed in Who's Who in America. He is married to the former Jane Edith Hetzler, who is a Charter Member of the Clemson Downs Volunteers and who earned her bar for having completed 2000 hours of service. Jane's parents were residents of Clemson Downs. Ron and Jane are the parents of Sally (Chesapeake, VA) and Wes (Rome, GA) and have five grandchildren. WILLIAM (BILL) SENN, (74) born in Loveland, CO., in 1927, and grew up on a diversified farm: dry-land and irrigated crops and livestock after being away from CO for several years, he returned to operate his own dairy farm for two years. He graduated from North Central College, Naperville, IL with a Bachelor of Science Degree in 1951, pluse professional experience was wide and varied: Three years as a Research Analyst for International Harvester Corporation; three years as District Sales Manager for Chrysler Motors Corporation in Iowa; four years USA representative for Church World Service in Chile involved in large scale disaster relief program; three years as the Agricultural Cooperative Development and Education Consultant for the government of Uganda, East Africa; followed by 20 years with MAP International working with national churches in International Health Development. He served 10 years in MAP's headquarters office in Wheaton, IL. two years as Regional Director for Lation American in Quito, Ecuador, and eight years as Regional Director for East Africa, Nairobi, Kenya. He and his wife, Lilburne, moved to Clemson Downs in 1998, following their marriage in January. Together they have six children, and ten grandchildren. Bill's interests are people, traveling, gardening, and reading. 9 MARSHALL H. STRICKLER (83) Born in Evanston, Illinois, his family moved to Detroit, Michigan in 1933. He finished high school in 1936. He received his BA degree from Albion College, Michigan in 1940, with majors in English, Business and Political Science. He was employed as Sales/Management Trainee with B.F. Goodrich Company in 1940. Enlisted as a U.S. Army Flying Cadet in 1941. Completed flight training and received commission December 12, 1941. Married Marian in 1942, and reared four sons. He served in a variety of Air Force operational, staff, and command assignments, until retirement as Command Pilot and Deputy Wing Commander, Donaldson AFB in 1961. Immediately joining Milliken and Company, Mr. Strickler served in a variety of middle management positions until retirement in 1982. He was recalled as a Management Consultant in 1985 and 1986. His hobbies include, reading, jogging, bicycling, motor-home traveling and walking. He moved to CARC, Area 5 in 1985 and to a CARC, apartment in 1997. Marian died in 1999, three remaining sons live in North and South Carolina. THE BOARD OF DIRECTORS The business of the Company is managed under the direction of the board of directors, as provided by South Carolina law and the Company's Bylaws. The board of directors has established a Finance Committee, a Nominating Committee and an Executive Committee. The Finance Committee recommends to the board of directors the appointment of the Company's outside accountants, reviews the scope and the results of the audits by the accounting and financial reporting functions. This committee also assists the Company in the formulation of an annual budget and with other financial matters. The members of the Finance Committee, which met three times during the fiscal year ended March 31, 2001 are Thomas Lynch, Fred Martin, Bill Senn, Susan Davis, and Lynn Shook. The responsibilities of the Nominating Committee, which met three times during the fiscal year ended March 31, 2001, include reviewing from time to time the size and composition of the Company's board of directors, recommending individuals for nomination as directors, recommending candidates to fill vacancies on the board and reviewing criteria for selecting directors. The members of the Nominating Committee, all of whom are shareholders of the Company, are Mr. Ernest Corley, Ms. Hazel Poe, and Mr. Wencel Neumann. The nominating committee has completed its slate. Additional nominations may be made by any stockholder at the annual meeting. The Executive Committee, which is presently comprised of the officers of the Company, serves as an informal advisory body to the board of directors concerning matters relating to the management and operation of the Company. The members of the Executive Committee, met four times during the fiscal year ended March 31, 2001, are Mrs. Anna Forbis, Mr. Thomas Lynch, Mrs. Broy Moyer, and Mr. Bill Senn. The board of directors met fourteen times during the fiscal year ended March 31, 2001. During the period, each incumbent director attended at least 75% of the aggregate of (i) the total number of meetings of the board of directors and (ii) the total number of meetings held by all committees on which the director served during the last fiscal year. Proposal (2) APPOINTMENT OF INDEPENDENT ACCOUNTANTS The firm of Crisp-Hughes, Greenville, South Carolina, has been selected by the board of directors of the Company as independent accountants for the fiscal year ending March 31, 2002, subject to 10 ratification of that appointment by the vote of a majority of the shares of Common Stock represented and entitled to vote at the Annual Meeting. Crisp-Hughes has acted as independent accountants for the Company since 1990. Representatives of Crisp-Hughes are expected to be present at the Annual Meeting with the opportunity to make a statement if they so desire and will also be available to respond to appropriate questions. The persons named on the accompanying proxy card intend to vote in favor of the ratification of the appointment of Crisp-Hughes as independent accountants for the fiscal year ending March 31, 2002, unless a contrary choice is indicated on the enclosed proxy card. The affirmative vote of a majority of the shares of Common Stock represented and entitled to vote at the Annual Meeting is necessary to ratify this appointment. The board of directors unanimously recommends that each shareholder vote FOR this proposal. COMPENSATION OF DIRECTORS There is no standard or other arrangement pursuant to which directors of the Company are compensated for services as director. EXECUTIVE COMPENSATION Summary Compensation Table Executive compensation is determined by the Board of Directors. The following table sets forth information concerning the annual compensation earned by Susan H. Davis, Administrator of the Company, for services rendered to the Company in all capacities for the fiscal years ended March 31, 2001, March 31, 2000, and March 31, 1999. No officer of the Company earned annual compensation of more than $100,000 during the three most recent fiscal years. Summary Compensation Table
Annual Compensation Long Term Compensation Name and Other Annual| LTIP Principal Position Year Salary Bonus(s) Compensation|Payout(s) Susan H. Davis 1999 $ $60,000 -0- | -0- Administrator 2000 $ $63,000 -0- | -0- 2001 $ $21,630 -0- | -0- /TABLE> 11 Pursuant to all compensation covered, annual compensation includes a salary and 401-K contributions. Compliance with Section 16(a) of the Securities Exchange Act of 1934 The Company believes that its officers and directors complied with all filing requirements under Section 16 (a) of the Securities Exchange Act of 1934 during the fiscal year ended March 31, 2001. PROPOSALS OF SHAREHOLDERS Under certain conditions, shareholders may request the Company to include a proposal for action at a forthcoming meeting of the shareholders of the Company in the proxy material of the Company for such a meeting. All proposals of shareholders intended to be presented at the 2002 Annual Meeting of Shareholders must be received by the Company at its principal executive offices a reasonable time prior to the date on which the Company distributes its proxy statement in connection with such meeting. The Company presently intends to distribute its 2002 proxy statement to shareholders at or around May 5, 2002, and shareholders are urged to submit to the Company any proposals intended to be presented at the 2002 Annual Meeting by February 1, 2002. OTHER MATTERS The management of the Company knows of no other business which will be presented for consideration at the meeting. However, if other matters are properly presented at the meeting, it is the intention of the proxy holders named in the accompanying proxy card to vote such proxies in accordance with their best judgment. By order of the board of directors. /s/Broy Moyer Broy Moyer Corporate Secretary May 10, 2001 12 PROXY CARD CARC, INC. 500 DOWNS LOOP CLEMSON, SOUTH CAROLINA 29631 THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS The undersigned hereby appoints Broy Moyer, and Thomas Lynch as agents, each with the power to appoint his or her substitute, and hereby authorizes them to represent and to vote, as designated below, all the shares of common stock, par value $1.00 per share, of CARC, Inc. held of record by the undersigned on May 10, 2001 at the Annual Meeting of the Shareholders to be held June 14, 2001, at 2:00 p.m. at Clemson Downs Activity Center, 150 Downs Blvd., Clemson, South Carolina and at any adjournment thereof. 1. ELECTION OF DIRECTORS [ ] FOR all nominees listed below [ ] WITHHOLD AUTHORITY (except as marked to the contrary to vote for all below) nominees listed below Joseph (Joe) F. Boykin, Jr.; Frank P. Clipp; Dorothy Dev. Dent; Greg Hughes; Robert (Bob) C. Jackson; Susan Watson McClure; Ronald (Ron) W. Moran; William (Bill) Senn; and Marshall H. Strickler. (Instruction: To withhold authority to vote for any individual nominee, write that nominee's name on the space provided below.) Name (s): ------------------------------------------------------------------- 2. PROPOSAL TO RATIFY THE APPOINTMENT OF CRISP-HUGHES, INDEPENDENT ACCOUNTANTS, FOR THE YEAR ENDING MARCH 31, 2002: FOR AGAINST ABSTAIN [ ] [ ] [ ] 3. IN THEIR DISCRETION, THE PROXY AGENTS ARE AUTHORIZED TO VOTE UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING. This Proxy, when properly dated and executed, will be voted in the manner directed herein by the undersigned shareholder. If no direction is made, this Proxy will be voted for all the nominees for director names above and for Proposal 2. Please sign exactly as name appears below. When shares are held by joint tenants, both should sign. When signing as attorney, executor, administrator, trustee or guardian, please give full title as such. If a corporation, please sign in full corporate name by the president or other authorized officer. If a partnership, please sign in partnership name by an authorized person. --------------------------- Signature Date:------------------,2000 --------------------------- Signature if held jointly PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE.