-----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, WSR9uwyBLPgI0ByYo4X+CG+gihuHDbXiBEWGVZWHdoDPD4ZGPo2Z8QGLWF8ciISc eeBebwAhBE5FJLBdGSkcSw== 0000950129-99-001503.txt : 19990412 0000950129-99-001503.hdr.sgml : 19990412 ACCESSION NUMBER: 0000950129-99-001503 CONFORMED SUBMISSION TYPE: DEF 14A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19990428 FILED AS OF DATE: 19990409 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ADAMS RESOURCES & ENERGY INC CENTRAL INDEX KEY: 0000002178 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-PETROLEUM & PETROLEUM PRODUCTS (NO BULK STATIONS) [5172] IRS NUMBER: 741753147 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DEF 14A SEC ACT: SEC FILE NUMBER: 001-07908 FILM NUMBER: 99590290 BUSINESS ADDRESS: STREET 1: 6603 KIRBYVILLE STREET 2: P O BOX 844 CITY: HOUSTON STATE: TX ZIP: 77033 BUSINESS PHONE: 7136400100 MAIL ADDRESS: STREET 1: P O BOX 844 CITY: HOUSTON STATE: TX ZIP: 77001 FORMER COMPANY: FORMER CONFORMED NAME: ADA RESOURCES INC DATE OF NAME CHANGE: 19790620 DEF 14A 1 ADAMS RESOURCES & ENERGY, INC. 1 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT 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 sec. 240.14a-11(c) or 240.14a-12 Adams Resources & Energy, 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)(1) and 0-11. (1) Title of each class of securities to which transaction applies: Common Stock, $.10 par value - ------------------------------------------------------------------------------- (2) Aggregate number of securities to which transaction applies: 4,217,596 - ------------------------------------------------------------------------------- (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount of which the filing fee is calculated and state how it was determined): - ------------------------------------------------------------------------------- (4) Proposed maximum aggregate value of transaction: - ------------------------------------------------------------------------------- (5) Total fee paid: - ------------------------------------------------------------------------------- [ ] Fee paid previously with preliminary materials. [ ] Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. (1) Amount Previously Paid: - ------------------------------------------------------------------------------- (2) Form, Schedule or Registration Statement No.: - ------------------------------------------------------------------------------- (3) Filing Party: - ------------------------------------------------------------------------------- (4) Date Filed: - ------------------------------------------------------------------------------- 2 - ------------------------------------------------------------------------------- ADAMS RESOURCES & ENERGY, INC. 5 POST OAK PARK, SUITE 2700 HOUSTON, TEXAS 77027 NOTICE OF ANNUAL MEETING OF STOCKHOLDERS APRIL 28, 1999 To our Stockholders: Notice is hereby given that the Annual Meeting of Stockholders of Adams Resources & Energy, Inc. will be held at 5 Post Oak Park, Suite 2700, 4400 Post Oak Parkway, Houston, Texas, Wednesday, April 28, 1999 at 11:00 a.m., Houston time, for the following purposes: 1. To elect a Board of nine Directors; 2. To transact such other business as may properly come before the meeting or any adjournments thereof. The close of business on March 16, 1999 has been fixed as the record date for the determination of stockholders entitled to receive notice of and to vote at the Annual Meeting or any adjournment(s) thereof. By Order of the Board of Directors David B. Hurst Secretary Houston, Texas March 17, 1999 - ------------------------------------------------------------------------------- IMPORTANT YOU ARE CORDIALLY INVITED TO ATTEND THE MEETING IN PERSON. EVEN IF YOU PLAN TO BE PRESENT, YOU ARE URGED TO SIGN, DATE AND MAIL THE ENCLOSED PROXY PROMPTLY. THE ENCLOSED RETURN ENVELOPE MAY BE USED FOR THAT PURPOSE. IF YOU ATTEND THE MEETING, YOU CAN VOTE EITHER IN PERSON OR BY PROXY. - ------------------------------------------------------------------------------- 3 ADAMS RESOURCES & ENERGY, INC. 5 POST OAK PARK, SUITE 2700 HOUSTON, TEXAS 77027 PROXY STATEMENT ANNUAL MEETING OF STOCKHOLDERS TO BE HELD APRIL 28, 1999 This Proxy Statement is furnished in connection with the solicitation by the Board of Directors of Adams Resources & Energy, Inc. (the "Company") of proxies to be used at the Annual Meeting of Stockholders to be held at 5 Post Oak Park, Suite 2700, Houston, Texas, on Wednesday, April 28, 1999, at 11:00 a.m., Houston time, and any and all adjournments thereof, for the purposes set forth in the foregoing notice of meeting. This Proxy Statement, together with the enclosed proxy, is being mailed to stockholders on or about March 19, 1999. The cost of solicitation of the proxies will be paid by the Company. In addition to solicitation by mail, proxies may be solicited personally or by telephone or telegram by directors, officers and employees of the Company, and arrangements may be made with brokerage houses or other custodians, nominees and fiduciaries to send proxies and proxy material to their principals. Compensation and expenses of any such firms, which are not expected to exceed $1,000, will be borne by the Company. The enclosed proxy, even though executed and returned, may nevertheless be revoked at any time before it is voted by the subsequent execution and submission of a revised proxy, by written notice of revocation to the Secretary of the Company or by voting in person at the meeting. VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF At the close of business on March 16, 1999, the record date of those entitled to receive notice of and to vote at the meeting, the Company had outstanding 4,217,596 shares of Common Stock, $.10 par value ("Common Stock"). Holders of such stock will be entitled to one vote for each share of Common Stock held by them. The following table sets forth information regarding the number of shares of Common Stock of the Company held of record on March 16, 1999, by beneficial owners of more than five percent of the Common Stock, and by all officers and directors as a group. Unless otherwise indicated, each person named below has sole voting and investment power over all shares of Common Stock indicated as beneficially owned. 4
NAME AND ADDRESS BENEFICIAL PERCENT OF BENEFICIAL OWNER OWNERSHIP OF CLASS ------------------- ---------- -------- K. S. Adams, Jr. 2,089,787 (1) shares 49.5% 5 Post Oak Park Suite 2700 Houston, TX 77027 FMR Corp. 421,300(2) shares 10.0% 82 Devonshire St. Boston, MA 02109 Officers and Directors 2,203,131 shares 52.2% as a group (11 persons)
- --------------------------- (1) Includes 1,644,275 shares owned by KSA Industries, Inc. ("KSAI"), 324,680 shares owned by Mr. Adams directly, 7,973 shares owned by Mrs. Adams, 112,859 shares held in trusts for Mr. Adams' grandchildren, of which Mr. Adams serves as the trustee. (2) Based on information contained in a Schedule 13G filing dated February 1, 1999. Beneficial owners associated with FMR Corp. include Fidelity Management & Research Company, Fidelity Low-Priced Stock Fund, Edward C. Johnson 3d and Abigail P. Johnson. ELECTION OF DIRECTORS Nine directors (constituting the entire Board of Directors) are to be elected at the Annual Meeting of Stockholders, each to hold office until the next Annual Meeting of Stockholders or until his successor is elected and qualified. All of the nominees for director named below, are now serving as director of the Company. It is the intention of the persons named in the enclosed form of proxy to vote such proxy for the election of the nominees listed below unless authorization to do so is withheld. The affirmative vote of the holders of a majority of the Common Stock represented in person or by proxy at the meeting is required for the election of directors. Stockholders may not cumulate their vote in the election of directors. Although the management of the Company does not contemplate that any of the nominees will be unable to serve, if such a situation should occur prior to the meeting, the persons named in the 2 5 accompanying proxy will vote for another nominee or nominees in accordance with their best unanimous judgment on such matters. The following table sets forth the names, ages, and principal occupations of the nominees for director, other directorships of public companies held by them, length of continuous service as a director and number of shares of Common Stock beneficially owned by each of them as of March 16, 1999. Except as otherwise noted, each stockholder has sole voting and investment power with respect to the shares beneficially owned.
SHARES OF COMMON STOCK BENEFICIALLY PRINCIPAL OCCUPATION DIRECTOR OWNED AS OF NOMINEE AND AGE AND DIRECTORSHIPS SINCE MARCH 16, 1999 --------------- -------------------- --------- ---------------- K. S. Adams, Jr. (76) Chairman of the Board and 1973 2,089,787(1) President the Company E. C. Reinauer, Jr. (63) Agri-Business Consultant 1973 4,716 Edward Wieck (75) Cattle & Land 1976 15,288 E. Jack Webster, Jr. (78) Investments; Director of 1985 15,189 United Missouri Bancshares, Inc. Thomas S. Smith (48) Executive Vice President 1986 50,151 KSA Industries, Inc. Richard B. Abshire (46) Vice President- Finance 1986 12,500 Of the Company Claude H. Lewis (55) Vice President - Land 1996 10,400 Transportation and President of Service Transport Company John A. Barrett (61) Partner - Fulbright & Jaworski, LLP 1997 3,000 Juanita G. Simmons (44) Vice President - Operations 1998 1,500 Gulfmark Energy, Inc.
- -------------------- 3 6 (1) Includes 1,644,275 shares owned by KSA Industries, Inc., 324,680 shares owned by Mr. Adams directly, 7,973 shares owned by Mrs. Adams, 112,859 shares held in trusts for Mr. Adams' grandchildren, of which Mr. Adams serves as the trustee. All of the nominees for director have been engaged in the principal occupations indicated above for the last five years except Ms. Simmons. Previously, Ms. Simmons served as President of the Company's Ada Crude Oil Company subsidiary. The operations of Ada Crude Oil were combined into the Company's Gulfmark subsidiary effective January 1, 1998. There are no family relationships among the executive officers or directors of the Company except Mr. Smith, a son-in-law and Mr. Barrett, a first cousin of Mr. Adams. The Board of Directors held four meetings in 1998; each of the directors attended at least 75% of the meetings. Only those directors who are not employees of the Company or any of its subsidiaries or affiliates are entitled to receive a fee for their services as directors, or to be reimbursed for out-of-pocket expenses for attending meetings of the Board. Such directors each received a retainer for their services of $1,000 per quarter during 1998. The Board of Directors has a standing Audit Committee which met twice during the last fiscal year. The Audit Committee has the responsibility to assist the Board of Directors in fulfilling its fiduciary responsibilities as to accounting policies and reporting practices of the Company and its subsidiaries and the sufficiency of the audits of all Company activities. This committee is the Board's agent in ensuring the integrity of financial reports of the Company and its subsidiaries, and the adequacy of disclosures to shareholders. The Audit Committee is the focal point for communication between other directors, the independent auditors, internal auditors and management as their duties relate to financial accounting, reporting, and controls. The Board of Directors also maintains a Finance Committee, which is responsible for reviewing the financial transactions of the Company involving any related parties. The Audit and Finance Committees are comprised of the outside directors, currently Messrs. Reinauer, Webster, Barrett and Wieck. 4 7 EXECUTIVE OFFICERS The following table provides information regarding the executive officers of the Company and its significant subsidiaries. The officers of the Company serve at the discretion of the Board of Directors of the Company, and officers of subsidiaries serve at the discretion of the Boards of Directors of the respective subsidiaries.
NAME POSITION K. S. Adams, Jr. President and Chief Executive Officer Claude H. Lewis Vice-President - Land Transportation, and President of Service Transport Company(1) Richard B. Abshire Vice-President - Finance, and President of Gulfmark Energy, Inc.(1) Lee A. Beauchamp President of Ada Resources, Inc.(1) James Brock Moore President of Adams Resources Exploration Corporation(1)
(1) Each additional corporation listed is a subsidiary of the Company. K. S. "BUD" ADAMS, JR. - was born in 1923 in Bartlesville, Oklahoma and graduated from Culver Military Academy, Culver, Indiana in 1940. He attended Menlo College and the University of Kansas engineering school until called to active Naval duty in 1944 serving as an aviation engineering officer on a PAC-Fleet aircraft carrier service unit. In 1947, Mr. Adams founded the Company's predecessor, Ada Oil Company, with its primary interest involving oil and gas exploration and production. Mr. Adams' personal holdings in oil and gas properties and real estate became the basis of the Company when it made its initial public offering in 1974. In addition to his involvement with Adams Resources & Energy, Inc., Mr. Adams' other business interests include farming, ranching and automobile dealerships, and he owns the National Football League franchise - Tennessee Titans. 5 8 CLAUDE H. LEWIS was born in Roaring Springs, Texas in 1943 and graduated from high school there in 1961. From 1961 through 1965, Mr. Lewis worked in the oil field as a welder, pumper and driver. In 1965, he joined the Prescon Corporation and became Manager of the Company's Greenville, South Carolina plant manufacturing post tension concrete products. In 1972, Mr. Lewis became a principal with Brazelton Brothers, Inc. Trucking and in 1974 he joined the Company as Personnel and Safety Director of Service Transport Company. He is currently this subsidiary's President, overseeing the Company's common carrier tank truck operation. RICHARD B. ABSHIRE was born in Los Angeles, California in 1952 and graduated from high school in Westport, Connecticut in 1970. He received his B.B.A. degree (cum laude) in Finance from the University of Texas in 1974 and received an M.B.A. degree from the University of Texas in 1976. Following graduation until joining the Company in 1985, Mr. Abshire was employed by Arthur Andersen LLP. Mr. Abshire is a Certified Public Accountant in the State of Texas and in his capacity with the Company he oversees all accounting, finance and administrative functions, as well as the operations of the Company's Gulfmark Energy, Inc. subsidiary. LEE A. BEAUCHAMP was born in Baytown, Texas in 1952 and graduated from high school there in 1971. He received his B.B.A. degree in Marketing from Texas A&M University in 1975. Following his December graduation, Mr. Beauchamp joined the Company in January, 1976. He has spent his entire career in different management positions of Ada Resources, Inc. He now serves as President of this subsidiary, which is responsible for the distribution of lube oils and motor fuels into the retail and industrial markets. JAMES BROCK MOORE III was born in Cleveland, Texas in 1940. He attended St. Thomas High School in Houston, Texas, graduating in 1959. He received his B.S. Degree in Mechanical Engineering from the University of Houston in 1964. Following graduation he was employed by Texaco Inc. in various engineering capacities. He joined Cabot Corporation in 1978 as Manager of Engineering of the oil and gas division, serving in that capacity until 1982 when he joined Texas Gas Exploration Corporation as Vice President of Operations and Engineering. From 1989 to 1996 Mr. Moore was Vice President of Operations for Energy Development Corp. He accepted the position of Senior Vice President with the Company in 1997 and was promoted to President in 1998. In his capacity with the Company, Mr. Moore oversees all oil and gas exploration and production operations. 6 9 EXECUTIVE COMPENSATION The following table sets forth information concerning the compensation of the Company's Chief Executive Officer and each of its other executive officers whose annual salary and bonus exceeded $100,000 during the three fiscal years ending December 31, 1998, 1997 and 1996. There were no stock options granted by the registrant during the periods presented.
ANNUAL COMPENSATION NAME AND ------------ OTHER PRINCIPAL POSITION YEAR SALARY BONUS COMPENSATION(1) ------------------ ---- ------ ----- --------------- K. S. Adams, Jr. Chief Executive Officer 1998 $ 140,022 $ 25,000 $ 2,283 1997 $ 136,137 $ - $ 1,639 1996 $ 119,497 $ 175,000 $ 1,646 Claude H. Lewis 1998 $ 126,611 $ 40,000 $ 2,171 President of Service 1997 $ 130,257 $ 250,000 $ 2,293 Transport Company 1996 $ 120,950 $ 50,000 $ 1,504 James Brock Moore III 1998 $ 130,645 $ - $ 873 President of Adams Resources Exploration Corporation W. R. Sharp 1997 $ 126,718 $ - $ 1,787 President of Adams 1996 $ 92,816 $ 20,000 $ 1,083 Resources Exploration Corporation Richard B. Abshire 1998 $ 131,658 $ 25,000 $ 2,233 President of Gulfmark 1997 $ 120,347 $ - $ 1,999 Energy, Inc. 1996 $ 87,324 $ 175,000 $ 1,682
- ------------------------ (1) Each of the amounts in this column are matching contributions by the Company in the Company's 401(k) savings plan. Certain officers are entitled to receive deferred compensation in monthly payments for a period of 15 years after reaching 65 years of age. Such amounts currently being paid to Mr. 7 10 Adams total $1,284 per month. Mr. Lewis is entitled to $318 per month under this program upon attaining age 65. PERFORMANCE GRAPH The performance graph shown below was prepared under the applicable rules of the Securities and Exchange Commission based on data supplied by Standard & Poor's Compustat. The purpose of the graph is to show comparative total shareholder returns for the Company versus other investment options for a specified period of time. The graph was prepared based upon the following assumptions: 1. $100 was invested on December 31, 1993 in the Company's common stock, the S&P500 Index, and an index of Integrated Domestic Oil Companies. 2. Dividends are reinvested on the ex-dividend dates. Note: The stock price performance shown on the graph below is not necessarily indicative of future price performance.
INDEXED RETURNS Years Ending Base Period Company/Index Dec-93 Dec-94 Dec-95 Dec-96 Dec-97 Dec-98 - ------------- ------ ------ ------ ------ ------ ------ ADAMS RESOURCES & ENERGY INC 100 220.18 160.05 277.12 327.38 132.79 S&P 500 INDEX 100 101.32 139.40 171.40 228.59 293.91 OIL (DOMESTIC INTEGRTD)-500 100 104.92 119.46 151.07 179.75 145.93
8 11 COMPENSATION PHILOSOPHY The Board of Directors and management believe it is in the best interest of the Company's shareholders, employees, suppliers and customers to balance the need to reinvest available cash flow to build the Company's equity base with the need to attract and retain key employees. As such, executive compensation has been held to the level required to retain key employees. Annual bonuses are subject to the discretion of the Board of Directors and are generally determined based on a percentage of earnings from operations. As the beneficial owner of 49.5% of the Company's common stock, Mr. Adams is particularly aware of the need to balance shareholders' return with executive compensation. TRANSACTIONS WITH RELATED PARTIES SAKCO, Ltd. ("SAKCO") and KASCO, Ltd. ("KASCO"), family limited partnerships of which Mr. K. S. Adams, Jr., Chairman and President, is a limited partner, Sakdril, Inc. ("Sakdril"), a wholly owned subsidiary of KSA Industries Inc., and certain officers and members of the Board of Directors of the Company have participated as working interest owners in certain oil and gas wells and programs drilled or administered by the Company. Sakco, Kasco, Sakdril and the officers and directors participated in each of the wells and programs under terms no better than those afforded the other non-affiliated working interest owners. Associated with this activity, as of December 31, 1998, the Company was owed $40,000 from KASCO and SAKCO and the Company owed $285,000 to KASCO and SAKCO. David B. Hurst, Secretary of the Company, is a partner in the law firm of Chaffin & Hurst. The Company has been represented by Chaffin & Hurst since 1974 and plans to use the services of that firm in the future. Chaffin & Hurst currently leases office space from the Company. Such transactions with Chaffin & Hurst are on the same terms as those prevailing at the time for comparable transactions with unrelated entities. 9 12 The Company also enters into certain transactions in the normal course of business with other affiliated entities. These transactions with affiliated companies are on the same terms as those prevailing at the time for comparable transactions with unrelated entities. 10 13 RELATIONSHIP WITH INDEPENDENT ACCOUNTANTS At its Annual Meeting on April 28, 1999, the Board of Directors intends to appoint Arthur Andersen LLP, independent public accountants, to audit the financial statements of the Company for the year ending December 31, 1999. Arthur Andersen LLP has audited the Company's financial statements since 1974. A representative of Arthur Andersen LLP will be present at the Annual Meeting of Stockholders and will be given an opportunity to make a statement if they so desire and will be available to respond to appropriate questions. The Company's Audit Committee has recommended the reappointment of Arthur Andersen LLP. PROPOSALS OF SECURITY HOLDERS Any proposal to be presented by any stockholder at the 2000 Annual Meeting of Stockholders must be received by the Company prior to December 15, 1999. OTHER BUSINESS The Company knows of no matters to be presented for consideration at the meeting other than those described above. If other matters are properly presented to the meeting for action, it is intended that the persons named in the accompanying proxy, and acting pursuant to authority granted thereunder, will vote in accordance with their best unanimous judgment on such matters. Before closing, the Company would like to offer a special thanks to Bill Sharp following his retirement this past December. Bill led our oil and gas division during a difficult period for the industry. His acute understanding of what was and what was not possible has been essential to our overall success. He is greatly appreciated and will be missed. By Order of the Board of Directors David B. Hurst Secretary Houston, Texas March 17, 1999 11 14 PLEASE DATE, SIGN AND MAIL YOUR PROXY CARD BACK AS SOON AS POSSIBLE! ANNUAL MEETING OF STOCKHOLDERS ADAMS RESOURCES & ENERGY, INC. APRIL 28, 1999 o PLEASE DETACH AND MAIL IN THE ENVELOPE PROVIDED o PLEASE MARK YOUR [X] VOTES AS IN THIS EXAMPLE USING DARK INK ONLY. FOR WITHHELD all nominees listed 1. Election [ ] [ ] NOMINEES: K.S. Adams, Jr. T.S. Smith of J.A. Barrett E. Wleck Directors C.H. Lewis E.J. Webster, Jr. E.C. Reinauer, Jr. R.B. Abshire For all nominees listed (except marked to the J.G. Simmons contrary below) - --------------------------------------------- THE UNDERSIGNED HEREBY REVOKES ANY PROXY OR PROXIES HERETOFORE GIVEN TO VOTE SUCH SHARES. THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR THE PROPOSAL (1) AND IN ACCORDANCE WITH THE JUDGMENT OF THE PERSONS VOTING THE PROXY WITH RESPECT TO OTHER MATTERS WHICH MAY PROPERLY BE REPRESENTED AT THE MEETING. PLEASE MARK, SIGN, DATE AND RETURN IMMEDIATELY. SIGNATURES: DATE: ---------------------------------------------------------- ------------------- Note: Your signature should be as your name appears hereon. When signing in a fiduciary or representative capacity, please show your full corporate name by President or [can't read].
15 ADAMS RESOURCES & ENERGY, INC. ANNUAL MEETING OF STOCKHOLDERS - APRIL 28, 1999 PROXY SOLICITED BY BOARD OF DIRECTORS The undersigned hereby appoint(s) K.S. Adams, Jr. and R.B. Abshire and each of them lawful attorneys and proxies of the undersigned with full power of substitution for and in the name, place and stead of the undersigned, to attend the Annual Meeting of Stockholders of the Company to be held at 5 Post Oak Park, Suite 2700, Houston, Texas on Wednesday, April 28, 1999, at 11:00 a.m. and any adjournments thereof, and to vote thereat the number of shares the undersigned would be entitled to vote if personally present: (TO BE SIGNED ON REVERSE SIDE) -----END PRIVACY-ENHANCED MESSAGE-----