-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, DnWL2xY7f9FIEo8+lkWCEv1ipPjsYMgl2XP2UYFEVnRptA7nFvszHSkE5hYRsWS5 9gHwNwcEIQ7ZJga5KiFkvg== 0000922811-99-000013.txt : 19990910 0000922811-99-000013.hdr.sgml : 19990910 ACCESSION NUMBER: 0000922811-99-000013 CONFORMED SUBMISSION TYPE: DEF 14A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19991021 FILED AS OF DATE: 19990909 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TRACK DATA CORP CENTRAL INDEX KEY: 0000922811 STANDARD INDUSTRIAL CLASSIFICATION: SECURITY & COMMODITY BROKERS, DEALERS, EXCHANGES & SERVICES [6200] IRS NUMBER: 223181095 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DEF 14A SEC ACT: SEC FILE NUMBER: 000-24634 FILM NUMBER: 99708144 BUSINESS ADDRESS: STREET 1: 56 PINE STREET CITY: NEW YORK STATE: NY ZIP: 10005 BUSINESS PHONE: 2124224300 MAIL ADDRESS: STREET 1: 56 PINE STREET CITY: NEW YORK STATE: NY ZIP: 10005 FORMER COMPANY: FORMER CONFORMED NAME: GLOBAL MARKET INFORMATION INC DATE OF NAME CHANGE: 19940506 DEF 14A 1 TRACK DATA CORPORATION 56 PINE STREET NEW YORK, NY 10005 NOTICE OF ANNUAL MEETING OF STOCKHOLDERS TO BE HELD OCTOBER 21, 1999 TO THE STOCKHOLDERS OF TRACK DATA CORPORATION: The Annual Meeting of Stockholders of Track Data Corporation (the "Company") will be held at 95 Rockwell Place, Brooklyn, New York, 11217, Fifth Floor Conference Room, at 10:00 A.M. on Thursday, October 21, 1999, for the following purposes: (1) To elect seven Directors of the Company to hold office until the next Annual Meeting of Stockholders and until their successors have been duly elected and qualified; (2) To ratify the selection and appointment by the Company's Board of Directors of Grant Thornton LLP, independent auditors, as auditors for the Company for the year ended December 31, 1999; and (3) To consider and transact such other business as may properly come before the meeting or any adjournments thereof. A Proxy Statement, form of Proxy, the Annual Report to Stockholders of the Company for the year ended December 31, 1998 and for the six months ended June 30, 1999 and 1998 are enclosed herewith. Only holders of record of Common Stock of the Company at the close of business on September 15, 1999 will be entitled to notice of and to vote at the Annual Meeting and any adjournments thereof. A complete list of the stockholders entitled to vote will be available for inspection by any stockholder during the meeting; in addition, the list will be open for examination by any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting at the office of the Secretary of the Company, located at 95 Rockwell Place, Brooklyn, New York 11217. New York, New York By Order of the Board of Directors, September 21, 1999 Martin Kaye Secretary ALL STOCKHOLDERS ARE CORDIALLY INVITED TO ATTEND THE MEETING. IF YOU DO NOT EXPECT TO BE PRESENT, PLEASE SIGN AND DATE THE ENCLOSED FORM OF PROXY AND RETURN IT PROMPTLY USING THE ENCLOSED ENVELOPE. NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED STATES. ANY PERSON GIVING A PROXY HAS THE POWER TO REVOKE IT AT ANY TIME PRIOR TO ITS EXERCISE AND IF PRESENT AT THE MEETING MAY WITHDRAW IT AND VOTE IN PERSON. ATTENDANCE AT THE MEETING IS LIMITED TO STOCKHOLDERS, THEIR PROXIES AND INVITED GUESTS OF THE COMPANY. TRACK DATA CORPORATION 56 PINE STREET NEW YORK, NEW YORK 10005 PROXY STATEMENT This Proxy Statement is furnished in connection with the solicitation by the Board of Directors of Track Data Corporation (the "Company") of proxies in the form enclosed. Such Proxies will be voted at the Annual Meeting of Stockholders of the Company to be held at 95 Rockwell Place, Brooklyn, New York, 11217, Fifth Floor Conference Room, at 10:00 A.M. on Thursday, October 21, 1999 (the "Meeting") and at any adjournments thereof for the purposes set forth in the accompanying Notice of Annual Meeting of Stockholders. This Proxy Statement and accompanying Proxy are being mailed on or about September 21, 1999 to all stockholders of record on September 15, 1999 (the "Record Date"). Any stockholder giving a Proxy has the power to revoke the same at any time before it is voted. The cost of soliciting Proxies will be borne by the Company. The Company has no contract or arrangement with any party in connection with the solicitation of proxies. Following the mailing of the Proxy materials, solicitation of Proxies may be made by officers and employees of the Company by mail, telephone, telegram or personal interview. Properly executed Proxies will be voted in accordance with instructions given by stockholders at the places provided for such purpose in the accompanying Proxy. Unless contrary instructions are given by stockholders, it is intended to vote the shares represented by such Proxies FOR the election of the seven nominees for director named herein and FOR the selection of Grant Thornton LLP as independent auditors. The current members of the Board of Directors presently hold voting authority for Common Stock representing an aggregate of 11,684,645 votes, or approximately 74.6% of the total number of votes eligible to be cast at the Annual Meeting. The members of the Board of Directors have indicated their intention to vote affirmatively on all of the proposals. VOTING SECURITIES Stockholders of record as of the close of business on the Record Date will be entitled to notice of, and to vote at, the Meeting or any adjournments thereof. On the Record Date there were 15,652,890 outstanding shares of common stock, par value $.01 per share (the "Common Stock"). Each holder of Common Stock is entitled to one vote for each share held by such holder. The presence, in person or by proxy, of the holders of a majority of the outstanding shares of Common Stock is necessary to constitute a quorum at the Meeting. Proxies submitted which contain abstentions or broker non-votes will be deemed present at the Meeting in determining the presence of a quorum. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS The following table sets forth, as of July 31, 1999, information regarding the beneficial ownership of the Company's Common Stock based upon the most recent information available to the Company for (i) each person known by the Company to own beneficially more than five (5%) percent of the Company's outstanding Common Stock, (ii) each of the Company's officers and directors and (iii) all officers and directors of the Company as a group. Unless otherwise indicated, each stockholder's address is c/o the Company, 56 Pine Street, New York, New York 10005.
SHARES OWNED BENEFICIALLY (1) NAME NO. OF SHARES % OF CLASS - ---- ----------------------------- ----------- Barry Hertz (2) 11,473,645 73.2% Morton Mackof (3) 227,000 1.4% Alan Schnelwar (4) 22,500 * Martin Kaye (4) 22,500 * Jack Spiegelman (5) 16,000 * E. Bruce Fredrikson (4) Syracuse University School of Management Syracuse, NY 13244 19,000 * Stanley Stern (6) 18,000 * All Officers and Directors as a Group (seven persons)(2)(3)(4)(5)(6) 11,798,645 74.8%
-------------- * = less than 1% (1) Except as noted otherwise, all shares are owned beneficially and of record. Based on 15,652,890 shares outstanding. (2) Consists of 11,010,745 shares owned by Mr. Hertz and 442,900 shares owned by Trusts established in the names of Mr. Hertz's children. Also includes 20,000 options which are presently exercisable under the Company's Stock Option Plans. (3) Consists of 30,000 shares owned of record and 182,000 shares held in the Track Data Phantom Unit Trust to be released upon his termination of association with the Company, or earlier with approval of the Board of Directors. Also includes 15,000 options owned by Third Millennium Technology, Inc., a corporation controlled by Mr. Mackof. (4) Consists of shares issuable upon the exercise of presently exercisable options granted under the Company's Stock Option Plans. (5) Consists of 1,000 shares owned by his wife as to which Mr. Spiegelman disclaims beneficial interest and 15,000 shares issuable upon the exercise of presently exercisable options granted under the Company's Stock Option Plans. (6) Consists of 4,000 shares owned of record and 14,000 shares held in the Track Data Phantom Unit Trust to be released upon his termination of association with the Company, or earlier with approval of the Board of Directors. ITEM I. ELECTION OF DIRECTORS It is the intention of the persons named in the enclosed form of Proxy, unless such form of Proxy specifies otherwise, to nominate and to vote the shares represented by such Proxy FOR the election of Barry Hertz, Alan Schnelwar, Martin Kaye, Dr. E. Bruce Fredrikson, Morton Mackof, Jack Spiegelman and Stanley Stern to hold office until the next Annual Meeting of Stockholders or until their respective successors shall have been duly elected and qualified. All of the nominees are presently directors of the Company. The Company has no reason to believe that any of the nominees will become unavailable to serve as directors for any reason before the Annual Meeting. However, in the event that any of them shall become unavailable, the person designated as proxy reserves the right to substitute another person of his choice when voting at the Annual Meeting. OFFICERS AND DIRECTORS
- -------------------------- NAME AGE POSITION - ---- --- --------- Barry Hertz 49 Chairman of the Board, Chief Executive Officer Alan Schnelwar 60 Senior Vice President and Director Martin Kaye 52 Vice President - Finance, Chief Financial Officer, Secretary and Director E. Bruce Fredrikson 61 Director Morton Mackof 51 Director Jack Spiegelman 60 Director Stanley Stern 49 Director
On March 31, 1996, Track Data Corporation ("Track") merged (the "Merger") into Global Market Information, Inc. ("Global"). Upon consummation of the Merger, the name Global was changed to Track Data Corporation ("TDC" or the "Company"). BARRY HERTZ has served as the Company's Chairman and Chief Executive Officer since its inception. In April 1994 he was elected Secretary of the Company and served until August 1994. Mr. Hertz also founded Track in 1981. He was Track's sole owner and its Chief Executive Officer until its merger with Global. He holds a Masters degree in Computer Science from New York University (1973) and a B.S. degree in Mathematics from Brooklyn College (1971). Mr. Hertz is also Chairman of Innodata Corporation ("Innodata"), a public company co-founded by Mr. Hertz, of which TDC is a principal stockholder and which is engaged in the data entry and conversion business. ALAN SCHNELWAR has been a Vice President of Track in charge of the Dial/Data service since 1988, and was elected President of Global in August 1994. He served as President until March 1996 and became the Company's Senior Vice President upon the Merger. He holds a B.S. degree in Civil Engineering from the City University of New York (1967). MARTIN KAYE has been Vice President-Finance, Chief Financial Officer and Director of the Company since April 1994. He was elected Secretary of the Company in August 1994. Mr. Kaye is a certified public accountant. He also serves as Chief Financial Officer and Director of Innodata. He had been an audit partner with Deloitte & Touche LLP for more than five years until his resignation in 1993. Mr. Kaye holds a B.B.A. in accounting from Baruch College (1970). DR. E. BRUCE FREDRIKSON has been a Director of the Company since June 1994. He is currently a professor of finance at Syracuse University School of Management where he has taught since 1966 and has previously served as chairman of the finance department. Dr. Fredrikson has a B.A. in economics from Princeton University and a M.B.A. and a Ph.D. in finance from Columbia University. He serves as director of Eagle Finance Corp., a company which acquires and services non-prime automobile installment sales contracts. He is also an independent general partner of Fiduciary Capital Partners, L.P. and Fiduciary Capital Pension Partners, L.P. He is also a director of Innodata. MORTON MACKOF has been a Director of the Company since April 1994. He is President and CEO of Third Millennium Technology Inc., a company involved in information technology consulting and software development. Mr. Mackof became President of the Company in March 1996 upon the Merger and resigned in November 1996. He was Executive Vice President of Track since February 1991 and was elected its President in December 1994. From 1986 to 1991, he was President of Medical Leasing of America, Inc. He holds a B.S. degree in electrical engineering from Rensselaer Polytechnic Institute (1970) and did graduate work in computer science. He is also a director of Innodata. JACK SPIEGELMAN has been a Director of the Company since April 1996. Mr. Spiegelman has been President of Track Securities, Inc. Prior to 1998 and for more than five years he was a registered representative of J. W. Genesis Securities and Fahnestock & Company, Inc. Mr. Spiegelman holds a B.A. in economics from Brooklyn College (1963). STANLEY STERN has been a Director of the Company since May 1999. He previously served as Director from April 1994 until his resignation in September 1997. He was chief operating officer of Track, and in predecessor positions, for more than five years since the Merger was Executive Vice President of TDC until his resignation in December 1996. Since January 1998, Mr. Stern has been Chief Operating Officer of Integrated Medical Technologies, Inc., an Internet-based provider of medical services information. Mr. Stern holds a B.B.A. from Baruch College (1973). He is also a director of Innodata. Directors are elected to serve until the next annual meeting of stockholders and until their successors are elected and qualified. Officers serve at the discretion of the Board. There are no family relationships among directors or officers. MEETINGS OF THE BOARD OF DIRECTORS The Board of Directors held four meetings during the year ended December 31, 1998. Each director attended at least 75% of all of the meetings of the Board of Directors held during the period in 1997 such person served as director. The Company's Audit Committee is comprised of Dr. Fredrikson and Mr. Stern. The function of the Audit Committee is to make recommendations concerning the selection each year of independent auditors of the Company, to review the effectiveness of the Company's internal accounting methods and procedures, and to determine through discussions with the independent auditors whether any instructions or limitations have been placed upon them in connection with the scope of their audit or its implementation. The Audit Committee did not meet separately during 1998. The Board of Directors does not have a Compensation or Nominating Committee. The Board of Directors has designated Messrs. Fredrikson and Stern to serve as administrators of the Company's 1995 Stock Option Plan. COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT The Company believes that during the period from January 1, 1998 through December 31, 1998 all Section 16(a) filing requirements applicable to its officers, directors and greater than ten-percent beneficial owners were complied with. EXECUTIVE COMPENSATION The following table sets forth information with respect to compensation paid by the Company or its predecessors, Track and Global, for services to it during the three fiscal years ended December 31, 1998 to the Company's Chief Executive Officer and to the executive officers whose aggregate cash and cash equivalent compensation exceeded $100,000. SUMMARY COMPENSATION TABLE
NUMBER OF STOCK FISCAL ANNUAL OPTIONS NAME AND POSITION YEAR SALARY BONUS TOTAL AWARDED - --------------------- -------- -------- ------- -------- ------- Barry Hertz 1998 $375,000 - $375,000 40,000 Chairman, CEO 1997 350,000 - 350,000 - 1996 350,000 - 350,000 40,000 Alan Schnelwar 1998 $190,000 - $190,000 25,000 Senior Vice President 1997 180,000 - 180,000 25,000 1996 165,000 - 165,000 25,500
5 The above table does not include certain insurance and other personal benefits, the total value of which does not exceed $50,000 or 10% of such person's cash compensation. OPTION GRANTS IN LAST FISCAL YEAR INDIVIDUAL GRANTS
PERCENT OF POTENTIAL TOTAL REALIZED VALUE OPTIONS AT SSUMEDSTOCK NUMBER GRANTED TO ANNUAL RATES OF OF EMPLOYEES APPRECIATION OPTIONS IN FISCAL EXERCISE EXPIRATION FOR OPTION TERM NAME GRANTED YEAR PRICE DATE 5% 10% - ---- ------- ---- ----- ---- -- --- Barry Hertz 40,000 10% $3.00 4/2003 $33,200 $73,200 Alan Schnelwar 25,000 6% $3.00 4/2003 $20,750 $45,750
AGGREGATE OPTION EXERCISES IN LAST FISCAL YEAR; FISCAL YEAR END OPTION VALUES
NUMBER OF VALUE OF UNEXERCISED UNEXERCISED OPTIONS IN-THE-MONEY AT FISCAL OPTIONS AT SHARES YEAR END FISCAL YEAR END ACQUIRED ON VALUE EXERCISABLE/ EXERCISABLE/ NAME EXERCISE REALIZED UNEXERCISABLE UNEXERCISABLE - ---- -------- -------- ------------- ------------- Barry Hertz 75,366 $487,365 64,634/40,000 $549,316 /$315,200 Alan Schnelwar 65,500 $385,953 25,000/25,000 $ 222,000/$197,000
There are no employment agreements, stock appreciation rights or long-term incentive plans. DIRECTORS COMPENSATION Dr. Fredrikson and Mr. Spiegelman are compensated at the rate of $1,250 and $1,000 per month, respectively, plus out-of-pocket expenses for each meeting attended. No other director is compensated for his services as director. Messrs. Fredrikson and Spiegelman will each receive options to purchase 7,000 and 5,000 shares annually, respectively, under the 1995 Disinterested Directors' Stock Option Plan as compensation for their services. COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION For the Company's fiscal year ended December 31, 1998, Messrs. Hertz, Schnelwar and Kaye were officers of the Company and were members of the Board of Directors (there is no compensation committee). Mr. Hertz is Chairman of Innodata and Mr. Kaye is chief financial officer and a director of Innodata. Messrs. Fredrikson, Mackof and Stern are also directors of Innodata. BOARD REPORT ON EXECUTIVE COMPENSATION The following is the Board's compensation policy: The Board of Directors (the "Board") is responsible for determining the annual salary, short-term and long-term incentive compensation, stock awards and other compensation of the executive officers. In its deliberations regarding compensation of executive officers for 1998 and thereafter, the Board considered the following factors: (a) Company performance, both separately and in relation to similar companies, (b) the individual performance of each executive officer, (c) compensation and stock award information disclosed in the proxy statements of other companies, (d) historical compensation levels and stock awards at the Company, (e) the overall competitive environment for executives and the level of compensation necessary to attract and retain executive talent and (f) the recommendations of management. After reviewing the foregoing factors, the Board determined to make a small upward adjustment to the compensation levels of the prior year. STOCK PRICE PERFORMANCE GRAPH The following performance graph compares the cumulative total return (assuming reinvestment of dividends) of an investment of $100 in Track Data Corporation on August 11, 1994 (initial public offering date) through its fiscal years ended December 31, 1994, 1995, 1996, 1997 and 1998 to the Nasdaq Market Index and the Industry Index for SIC Code 7375, Information Retrieval Services.
8/11/94 12/30/94 12/29/95 12/31/96 12/31/97 12/31/98 TRACK DATA CORP. 100.00 97.92 70.83 16.67 20.83 111.46 SIC CODE INDEX 100.00 121.30 266.74 240.54 243.44 260.58 NASDAQ MARKET INDEX 100.00 101.04 131.05 162.85 199.21 280.96
ASSUMES $100 INVESTED ON AUG. 11, 1994 ASSUMES DIVIDEND REINVESTED FISCAL YEAR ENDING DEC. 31, 1998 INFORMATION PROVIDED BY MEDIA GENERAL FINANCIAL SERVICES. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS The Company guarantees a mortgage on real estate owned by a partnership controlled by Mr. Hertz and members of his family. At December 31, 1998, such mortgage provided for interest at 10% per annum and had a balance of $1,610,000 due May 2000. In July 1998 the Company entered into a software development agreement with Third Millennium Technology, Inc. ("TMT"), a corporation controlled by Morton Mackof, a director of the Company. The agreement is for an initial period of two years and is renewable annually thereafter unless cancelled. The Company may terminate this agreement after two years by paying $40,000 plus continuation of fees provided in the contract for a third year. The monthly fees paid to TMT consist of a declining fee per user of the Company's myTrack service. Additional fees are payable in connection with revenues from on-line trading. The Company granted TMT a five year option to purchase 30,000 shares of its common stock at $4.00 per share exercisable 15,000 at the end of each of the first two anniversaries. Fees paid to TMT under this agreement and for other consulting services totaled $98,132 in 1998. ITEM II. RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS Subject to approval by the stockholders, the Board of Directors has appointed Grant Thornton LLP as the independent auditors to audit the financial statements of the Company for the fiscal year ending December 31, 1999. Grant Thornton LLP also served as the Company's auditors for the fiscal years ended December 31, 1998, 1997 and 1996. It is expected that a representative of Grant Thornton LLP will be present at the Annual Meeting with the opportunity to make a statement if he desires to do so and to be available to respond to appropriate questions from stockholders. THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS YOU VOTE FOR RATIFICATION OF THE ------------------------------------------------------------------------------ APPOINTMENT OF GRANT THORNTON LLP AS INDEPENDENT AUDITORS ---------------------------------------------------------- VOTE REQUIRED The affirmative vote of a majority of the votes cast at the Annual Meeting, assuming a quorum is present, is required to elect directors and to approve the selection of auditors. Abstentions will not be counted as affirmative votes. The current members of the Board of Directors presently hold voting authority for Common Stock representing an aggregate of approximately 11,684,645 votes, or approximately 74.6% of the total number of votes eligible to be cast at the Annual Meeting. The members of the Board of Directors have indicated their intention to vote affirmatively on all of the proposals. EXPENSE OF SOLICITATION The cost of soliciting proxies, which also includes the preparation, printing and mailing of the Proxy Statement, will be borne by the Company. Solicitation will be made by the Company primarily through the mail, but regular employees of the Company may solicit proxies personally, by telephone or telegram. The Company will request brokers and nominees to obtain voting instructions of beneficial owners of the stock registered in their names and will reimburse them for any expenses incurred in connection therewith. PROPOSALS OF STOCKHOLDERS Stockholders of the Company who intend to present a proposal for action at the next Annual Meeting of Stockholders of the Company must notify the Company's management of such intention by notice in writing received at the Company's principal executive offices on or before May 23, 2000 in order for such proposal to be included in the Company's Proxy Statement and form of proxy relating to such Meeting. Stockholders who wish to present a proposal for action at the next Annual Meeting are advised to contact the Company as soon as possible in order to permit the inclusion of any proposal in the Company's proxy statement. OTHER MATTERS The Company knows of no items of business that are expected to be presented for consideration at the Annual Meeting which are not enumerated herein. However, if other matters properly come before the Meeting, it is intended that the person named in the accompanying Proxy will vote thereon in accordance with his best judgement. PLEASE DATE, SIGN AND RETURN THE PROXY CARD AT YOUR EARLIEST CONVENIENCE IN THE ENCLOSED RETURN ENVELOPE. NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED STATES. A PROMPT RETURN OF YOUR PROXY CARD WILL BE APPRECIATED AS IT WILL SAVE THE EXPENSE OF FURTHER MAILINGS. New York, New York By Order of the Board of Directors September 21, 1999 Martin Kaye, Secretary PROXY TRACK DATA CORPORATION ANNUAL MEETING OF STOCKHOLDERS THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS The undersigned Stockholder of Common Stock of Track Data Corporation (the "Company") hereby revokes all previous proxies, acknowledges receipt of the Notice of the Meeting of Stockholders to be held on Thursday, October 21, 1999, and hereby appoints Barry Hertz and Martin Kaye, and each of them, as proxies of the undersigned, with full power of substitution, to vote and otherwise represent all of the shares of the undersigned in the Company at said meeting and at any adjournments thereof with the same effect as if the undersigned were present and voting the shares. The shares represented by this proxy shall be voted on the following matters and, in their discretion, upon any other business which may properly come before said meeting. 1. Election of Directors: / / For all nominees listed below / / Withhold authority (except as indicated) to vote for all nominees listed below To withhold authority for any individual nominee, strike through that nominee's name in the list below. Barry Hertz Martin Kaye Jack Spiegelman Stanley Stern Alan Schnelwar E. BruceFredrikson Morton Mackof 2. Ratification of the selection of Grant Thornton LLP as independent auditors: / / For / / Against / / Abstain THE SHARES REPRESENTED BY THIS PROXY, DULY EXECUTED, WILL BE VOTED IN ACCORDANCE WITH THE SPECIFICATIONS MADE. IF NO SPECIFICATION IS MADE, THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED IN FAVOR OF EACH OF THE ABOVE NOMINEES, FOR SELECTION OF GRANT THORNTON LLP AS INDEPENDENT AUDITORS, AND FOR SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE MEETING AS THE PROXYHOLDERS DEEM ADVISABLE. Dated:--------------, 1999 Signature(s) of Stockholder --------------------- (Title, if appropriate)---------------------- This proxy should be signed by the Stockholder(s) exactly as his or her name appears hereon. Persons signing in a fiduciary capacity should so indicate. If shares are held by joint tenants or as community property, each owner should sign. If a corporation, please sign in full corporate name by President or other authorized officer. If a partnership, please sign in partnership name by authorized person. TO ASSURE YOUR REPRESENTATION AT THE ANNUAL MEETING, PLEASE MARK, SIGN AND DATE THIS PROXY AND RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE. -----END PRIVACY-ENHANCED MESSAGE-----