-----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, SpLa8zweLVbURyguZl13lOkzYKFeh6en3Cud9dnzWoxk4tO6H1Ddk8F/Ui3s5Vob h56Z0JrF6zodRtYUFoLwYA== 0000927087-98-000063.txt : 19980506 0000927087-98-000063.hdr.sgml : 19980506 ACCESSION NUMBER: 0000927087-98-000063 CONFORMED SUBMISSION TYPE: DEF 14A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19980331 FILED AS OF DATE: 19980430 DATE AS OF CHANGE: 19980505 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: MERCER INTERNATIONAL INC CENTRAL INDEX KEY: 0000075659 STANDARD INDUSTRIAL CLASSIFICATION: 2621 IRS NUMBER: 916087550 STATE OF INCORPORATION: WA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DEF 14A SEC ACT: SEC FILE NUMBER: 000-09409 FILM NUMBER: 98607197 BUSINESS ADDRESS: STREET 1: BRNDSCHENKE STR 64 CITY: ZURICH SWITZERLAND C STATE: V6 BUSINESS PHONE: 4112017710 DEF 14A 1 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. _) Filed by the Registrant 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)) Definitive Proxy Statement |_| Definitive Additional Materials |_| Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12 Mercer International Inc. (Names of Registrant as Specified in Its Charter) (Names of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (check appropriate box): X No filing fee. |_| 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 computes pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined): 4) Proposed maximum aggregate value of transaction: 5) Total fee paid: |_| 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: MERCER INTERNATIONAL INC. Burglistrasse 6 8002 Zurich Switzerland NOTICE OF ANNUAL MEETING OF SHAREHOLDERS To the Shareholders of Mercer International Inc.: Notice is hereby given that the Annual Meeting of Shareholders of Mercer International Inc., a Massachusetts trust organized under the laws of the State of Washington (the "Company"), will be held at the Company's offices at Burglistrasse 6, 8002 Zurich, Switzerland at 9:00 a.m., Central Europe Time, July 10, 1998, for the following purposes: 1. To elect two (2) Trustees of the Company. 2. To transact such other business as may properly come before the meeting or any adjournment thereof. The Trustees have fixed the close of business on May 21, 1998, as the record date for the determination of Shareholders entitled to notice of and to vote at the Annual Meeting. By Order of the Trustees Jimmy S.H. Lee President May 29, 1998 SHAREHOLDERS WHO DO NOT EXPECT TO ATTEND THE MEETING ARE REQUESTED TO COMPLETE, SIGN, DATE AND RETURN THE PROXY IN THE ENCLOSED ENVELOPE. INSTRUCTIONS FOR THE PROPER EXECUTION OF PROXIES ARE SET FORTH IN THE PROXY STATEMENT. MERCER INTERNATIONAL INC. PROXY STATEMENT This statement is furnished in connection with the solicitation by the management of Mercer International Inc. (the "Company") of proxies for use at the Annual Meeting of Shareholders to be held at Burglistrasse 6, 8002 Zurich, Switzerland on July 10, 1998, and any adjournments thereof. If the Proxy is properly executed and received by the Company prior to the meeting or any adjournment thereof, the Shares represented by your Proxy will be voted in the manner directed. In the absence of voting instructions, the shares will be voted for each of the proposals. The Proxy may be revoked at any time prior to its use by filing a written notice of revocation of Proxy or a later dated Proxy with the Secretary of the Company, Mr. Maarten Reidel, Burglistrasse 6, 8002 Zurich, Switzerland, bearing a date later than the date of the Proxy or by giving oral notice of revocation at the meeting. You may also revoke your Proxy in person at the meeting. If you attend the meeting and have submitted a Proxy, you need not revoke your Proxy and vote in person unless you elect to do so. The Proxy Statement and form of Proxy are being mailed to Shareholders commencing on or about May 29, 1998. The affirmative vote of at least a majority of the shares of beneficial interest ("Shares") cast in person or by proxy at the Annual Meeting is required to approve each proposal. The holders of one-third of the outstanding Shares and entitled to vote at the Annual Meeting, present in person or represented by proxy, constitute a quorum. Under applicable Washington law, abstentions and broker non-votes will be counted for purposes of establishing a quorum, but will have no effect on the vote on either of the proposals. Proxies will be solicited primarily by mail and may also be solicited personally and by telephone by Trustees and regular employees of the Company without additional remuneration therefor. The Company may also reimburse banks, brokers, custodians, nominees and fiduciaries for their reasonable charges and expenses in forwarding Proxies and Proxy materials to the beneficial owners of the Shares. All costs of solicitation of Proxies will be borne by the Company. The Company does not presently intend to employ any other party to assist in the solicitation process. The close of business on May 21, 1998, has been fixed as the record date (the "Record Date") for the determination of Shareholders entitled to notice of and to vote at the Annual Meeting. Voting Securities and Principal Shareholders The holders of record of 15,178,722 Shares of the Company issued and outstanding on the Record Date will be entitled to one vote per Share at the meeting. Under the Company's Declaration of Trust, cumulative voting in the election of Trustees is not permitted. Trustees will be elected by the majority of votes cast at the meeting. The following table sets forth certain information regarding the beneficial ownership of the Company's Shares as of April 30, 1998, by each shareholder who is known by the Company to own more than five percent of the outstanding Shares. The following is based solely on statements on filings with the Securities and Exchange Commission or other information the Company believes to be reliable.
Name and Address Number Percent of of Beneficial Owner of Shares Outstanding Shares FMR Corp.1 1,918,6002 12.6% 82 Devonshire Street Boston, MA 02109 Schneider Capital 1,686,2003 11.1% 460 E. Swedesford Street Suite 1080 Wayne, PA 19087 Princeton Services Inc.4 1,640,8005 10.8% 800 Scudders Mill Road Plainsboro, NY 08536 Kennedy Capital Management Inc. 1,489,8706 9.8% 425 N. New Ballas Road Suite 181 St. Louis, MO 63141 Greenlight Capital, L.L.C. 1,376,000 9.1% 420 Lexington Ave. Suite 875 New York, NY 10170 Neumeier Investment Counsel 1,203,4007 7.9% 26435 Carmel Rancho Blvd. Carmel, CA 93923 Frank Russell Co. 1,018,000 6.7% 909 "A" Street Tacoma, WA 98402
PROPOSAL 1 ELECTION OF TRUSTEES Pursuant to resolutions of the Trustees under authority granted by the Company's Declaration of Trust, the number of Trustees of the Company is established at five. The votes of a majority of the Shares cast in person or by Proxy at the Annual Meeting are required to elect the Trustees. The Board of Trustees is divided into three classes. Initially, Class I Trustees were elected for one year, Class II Trustees were elected for two years and Class III Trustees were elected for three years. Successors to the class of Trustees whose term expires at any annual meeting shall be elected for three year terms. No nominee has been named to fill a vacant Trustee position. The nominees for Trustee, Mr. Moon and Mr. Reidel, are members of Class I, and are to be elected to the Board of Trustees for a three-year term to serve until the annual meeting of shareholders in 2001, or until their successors are elected and qualified. Each of Mr. Moon and Mr. Reidel currently serves as a Trustee. Each of the nominees has indicated that he is willing and able to serve as a Trustee. If the nominee is unable or unwilling to serve, the accompanying proxy may be voted for the election of such other person as shall be designated by the Trustees. Proxies received by the Trustees on which no designation is made will be voted FOR the nominee. Trustees The following table sets forth information regarding each nominee for election as a Trustee and each Trustee whose term of office will continue after the Annual Meeting.
Expiration of Name Current Position with the Company Age Term as a Trustee Jimmy S. H. Lee Chairman, President and Trustee 41 1999 C. S. Moon Trustee 51 1998 Maarten Reidel Secretary and Chief Financial Officer and Trustee 34 1998 Michel Arnulphy Trustee 64 2000
Jimmy S.H. Lee has been a Trustee since May, 1985, and Chief Executive Officer of the Company since 1992. Mr. Lee is a director of Med Net International Ltd. C. S. Moon has been a Trustee since June 1994. Mr. Moon is Executive Director of Shin Ho Group of Korea, an international paper manufacturer headquartered in Korea. Mr. Moon joined Shin Ho in 1990 and previously served in managerial positions with Moo Kim Paper Manufacturing Co., Ltd. and Sam Yung Pulp Co., Ltd., both in Korea. Maarten Reidel has been a Trustee since December 1996, a Managing Director of Spezialpapierfabrik Blankenstein GmbH (formerly Zellstoff-und Papierfabrik Rosenthal GmbH) ("SBG") since November 1994 and the Chairman of the Management Board of Dresden Papier AG ("DPAG") from 1992 to 1994, a member of the German government agency responsible for the privatization of government-owned companies from 1992 to 1994, and an accountant with Arthur Andersen & Co. from 1987 to 1992. Michel Arnulphy has been a Trustee since June 1995. From 1975 to the present, Mr. Arnulphy has been Managing Director of J. Mortenson & Co., Ltd. in Hong Kong. J. Mortenson & Co., Ltd. manufactures water treatment equipment. During the fiscal year ended December 31, 1997, the Trustees held no board meetings but acted on five occasions by resolution adopted by unanimous written consent. Under the Declaration of Trust of the Company, resolutions may be adopted by written consent signed by a majority of the Trustees. Committees of the Board The Company has established an audit committee. The function of the Audit Committee is to meet with and review the results of the audit of the Company's financial statements performed by the independent public accountants and to recommend the selection of independent public accountants. The members of the audit committee are Mr. Michel Arnulphy and Mr. C. S. Moon. The audit committee did not meet during 1997. The Company has also established a Compensation Committee. The members of the Compensation Committee are Mr. C. S. Moon and Mr. Michel Arnulphy. The primary duty of the Compensation Committee is to grant stock options under the Company's 1992 Non-Qualified Stock Option Plan and to award bonuses to employees and consultants under the Company's Incentive Bonus Plan. The Compensation Committee did not meet during 1997, but acted by written consent on one occasion. The Company does not have a Nominating Committee. Security Ownership of Management The following table sets forth information regarding ownership of the Company's Shares on the April 30, 1998, by (i) each Trustee, nominee for Trustee and Named Executive Officer (as defined below); and (ii) all Trustees and executive officers of the Company as a group. Unless otherwise indicated, each Named Executive Officer and Trustee has sole voting and disposition power with respect to the Shares set forth opposite his name. Each such person has indicated that he will vote all Shares owned by him in favor of the nominees for Trustee and in favor of each of the other proposals.
Shares Beneficially Percent Name of Owner Owned of Ownership Jimmy S.H. Lee(1) 142,333 * C.S. Moon(2) 12,000 * Michel Arnulphy(2) 6,000 * Maarten Reidel(2) 95,000 * Ron Aurell(3) 43,000 * Trustees and Officers as a Group (5 persons)(4) 298,333 1.9% * Less than 1%. (1) Includes presently exercisable stock options to acquire 128,333 shares. (2) Represents presently exercisable stock options. (3) Includes presently exercisable stock options to acquire 10,000 shares. (4) Includes presently exercisable stock options to acquire 251,333 shares.
Executive Compensation The following table sets forth information on the annual compensation for each of the Company's last three fiscal years of the chief executive officer ( the "CEO") and each of the Company's four most highly compensated executive officers other than the CEO who received aggregate annual remuneration from the Company in excess of $100,000 during the fiscal year ended December 31, 1997 (collectively, with the CEO, the "Named Executive Officers").
Long-Term Annual Compensation Compensation Securities Name and Principal Other Annual Underlying All Other Position Year Salary ($) Bonus ($) Compensation($) Options/SARs (#) Compensation($) ------------------ ---- --------- --------- --------------- ---------------- --------------- 1997 263,781 101,540 0 160,000 0 Jimmy S.H. Lee 1996 293,220 128,855 0 75,000 0 Chief Executive Officer 1995 130,000 250,000 0 0 0 Maarten Reidel 1997 224,790 105,000 0 0 Co-Managing Director of 1996 179,104 71,586 0 120,000 0 SBG and Chairman of the 1995 80,000 238,000 0 0 0 Management Board of DPAG 0 1997 69,280 (2) 0 0 0 Dr. Ron Aurell 1996 79,601 258,092 0 0 0 Co-Managing Director 1995 152,329 921,188(1) 0 0 0 SBG (1) Of Dr. Aurell's bonus for 1995, $690,769 was paid in 1996 and the balance is payable in 8 equal quarterly installments commencing January 1, 1997 and bears interest at 8% per annum. (2) At the date hereof, Dr. Aurell's bonus for 1997 had not been determined.
Employment Agreement Mr. Lee has entered into an employment agreement with the Company dated July 1, 1994. The agreement generally provides, subject to certain termination provisions, for continued employment of Mr. Lee for a period of 36 months with automatic one month renewals, so that the contract at all times has a remaining term of 36 months. The agreement provides for a base salary and other compensation as determined by the board of directors. The agreement contains change in control provisions pursuant to which, if a change in control (as defined in the agreement) occurs, Mr. Lee may only be discharged for cause. In the event Mr. Lee is terminated without cause or resigns for good reason (as defined in the agreement) within eighteen months of the change in control, he shall be entitled to a severance payment of three times his annual salary under the agreement and all unvested rights in any stock option or other benefit plans shall vest in full. If Mr. Lee is terminated without cause or resigns for good reason after eighteen months of the change in control, he shall be entitled to a severance payment of a proportionate amount based on the length of time remaining in the term of the agreement of three times his annual salary under the agreement and all unvested rights in any stock option or other benefit plans shall vest in full. In addition, Mr. Lee will continue to receive equivalent benefits as were provided at the date of termination for the remaining term of the agreement. Stock Options The following table sets forth information concerning the award of stock options to the Named Executive Officers during fiscal 1997: Option/SAR Grants in Last Fiscal Year
Number of % of Total Potential Realizable Securities Options/SARs Value at Assumed Underlying Granted to Annual Rates of Stock Options/SARs Employees Fiscal Exercise or Base Expiration Price Appreciation for Name Granted (#) Year Price ($/Sh) Date Option Term 5% ($) 10%($) Jimmy S.H. Lee 160,000 25.2% $8.50 July 2007 855,296 2,167,490 Maarten Reidel 120,000 18.9% $8.50 July 2007 644,472 1,625,617
The table below provides information on exercises of options during 1997 by the Named Executive Officers and information with respect to unexercised options held by the Named Executive Officers at December 31, 1997. Aggregated Option/SAR Exercises in Last Fiscal Year and Fiscal Year-End Option/SAR Values
Name Shares Acquired on Value Realized ($) Number of Securities Value of Unexercised ---- ------------------ Exercise (#) Underlying in-the-money ------------ Unexercised Options/SARs at Options/SARs at Fiscal Year-End ($) Fiscal Year-End (#) Exercisable/ Exercisable/ Unexercisable Unexercisable Jimmy S.H. Lee 0 0 53,333/106,667 16,666/33,333 Maarten Reidel 0 0 95,000/80,000 12,500/25,000 Dr. R. Aurell 0 0 10,000/0 0/0
Compensation of Trustees The Trustees do not receive cash compensation for service as a Trustee. The Company reimburses the Trustees and officers for their expenses incurred in connection with their duties as Trustees and officers of the Company. Non-employee Trustees who are in office at the end of a fiscal year receive options to acquire 6,000 shares of common stock at an exercise price equal to the closing price of the Company's shares on The Nasdaq Stock Market's National Market on the last trading day of the fiscal year. Report of the Trustees on Executive Compensation Compensation of the Company's executive officers is determined on an annual basis by either the Trustees as a whole or the Compensation Committee in consultation with management. For 1997, compensation of executive officers was determined by the Trustees as a whole. The Company's goal is to compensate the Company's executive officers in a manner which is consistent with the Company's strategic plan and which rewards executive officers in a fair manner for performance which forwards the strategic plan. To this end, the Company's basic compensation philosophy is to maintain annual base salaries for executive officers at relatively low amounts and to award bonuses and long-term incentives in the form of stock options based on annual performance of the Company and of the executive. The Company's strategic plan was to expand its asset and earnings base through acquisitions of companies and assets that management believes to be undervalued. As a result of this strategic plan, the Company's business plan has been transaction oriented. During 1993 and 1994, the Company acquired two operating companies which have transformed the nature of the Company's business. The Company's business has become and will continue to be less transaction-oriented and, accordingly, revenues and earnings from its operating businesses have become the more important part of the Company's business. As a result, the financial results from these operating companies have become a major factor in determining levels of executive compensation. To this end, the Company adopted an Employee Incentive Plan ("EIP") during 1994 in which the Company's executive officers and other employees may participate. Under the EIP, 5% of the Company's Net Income for each fiscal year is set aside as a bonus pool. During the course of the fiscal year, the Trustees may grant interests in the bonus pool to employees, officers and trustees of the Company and its subsidiaries. Bonuses are to be paid within 120 days of the end of the fiscal year. In evaluating the performance of the Company's executive officers in awarding grants under the EIP, the Trustees considered factors such as the growth in earnings of the Company, the effectiveness of cost reduction and productivity-enhancement measures in the operating subsidiaries, the growth in assets, and the performance of the Company's Common Stock. The Trustees also considered the contribution of the Company's executive officers toward the accomplishment of those goals. In determining the compensation of the Company's Chief Executive Officer, Mr. Lee, for 1997, the Trustees evaluated Mr. Lee based on the criteria set forth above. Mr. Lee relocated to Switzerland at the Company's request during 1996 and his salary was increased at that time to reflect the higher cost of living. In determining Mr. Lee's salary and his bonus award under the EIP, the Trustees considered the facts that both DPAG and SBG operated profitably during 1997, with better operating results than anticipated by management at the time of the acquisitions. /s/ Michel Arnulphy /s/ Jimmy S. H. Lee /s/ C. S. Moon /s/ Maarten Reidel Performance Graph The following graph compares the cumulative total stockholder return (stock price appreciation plus dividends) on the Company's Common Stock with the cumulative total return of NASDAQ Market Index and an additional group of peer companies which comprise Standard Industrial Classification Code 262--Paper Mills for comparison over the five years ending December 31, 1996. The companies which comprise SIC Code 262 are Abitibi-Consolidated Inc.; American Israeli Paper; Avenour Inc.; Badger Paper Mills Inc.; Boise Cascade Corporation; Bowater Inc.; Champion International; Chesapeake Corporation; Consolidated Papers Inc.; Crown Vantage Inc.; Domtar Inc.; Fletcher Challenger Forests; Fletcher Challenger Building; Fletcher Challenger Paper; Fort James Corp.; Johns Manville Corporation; Kimberly-Clark Corporation; MacMillan Bloedel Ltd.; Mercer International Inc. SBI; P.H. Glatelter Co.; Pope & Talbot Inc.; Potlatch Corporation; Schweitzer Mauduit International; Striker Industries Inc.; Union Camp Corporation; Wausau-Mosinee Paper Corporation; Westvaco Corporation; Weyerhauser Company; and Willamette Industries. COMPARISON OF CUMULATIVE TOTAL RETURN OF COMPANY, INDUSTRY INDEX AND BROAD MARKET
FISCAL YEAR ENDED COMPANY 1992 1993 1994 1995 1996 1997 ------- ---- ---- ---- ---- ---- ---- Mercer International Inc. SBI 100 215.24 207.62 312.38 156.19 134.65 Industry Index 100 111.13 113.36 149.36 167.18 172.91 Broad Market 100 119.95 125.94 163.35 202.99 248.30
Certain Transactions At December 31, 1997, Mr. Lee and Mr. Reidel had outstanding amounts payable to the Company of $276,000 and $84,000, respectively. These amounts are due on demand and do not bear interest. The Company reimburses a Hong Kong company controlled by the family of Mr. Lee for the use of office space and general and administrative expenses for activities of the Company's Hong Kong subsidiary. During 1997, the Company became obligated to reimburse this company a total of $224,000, of which the company paid $169,000 in 1997. Section 16(a) Beneficial Ownership Compliance Section 16(a) of the Securities and Exchange Act of 1934, as amended (the "Exchange Act") requires that the Company's officers and directors, and persons who own more than 10% of a registered class of the Company's equity securities, file reports of ownership and changes of ownership with the Securities and Exchange Commission (the "SEC"). Officers, directors and greater than 10% shareholders are required by SEC regulation to furnish the Company with copies of all such reports they file. Based solely on the review of the copies of such reports received by the Company, and on written representations by the Company's officers and Trustees regarding their compliance with the applicable reporting requirements under Section 16(a) of the Exchange Act, the Company believes that, with respect to its fiscal year ended December 31, 1997, all of its officers and Trustees filed all required reports under Section 16(a) in a timely manner. INDEPENDENT ACCOUNTANTS AND AUDITORS Peterson Sullivan P.L.L.C., Certified Public Accountants, has been selected by the Trustees to examine the consolidated financial statements of the Company and its subsidiaries for the fiscal year ending December 31, 1998. Peterson Sullivan P.L.L.C. have examined the consolidated financial statements of the Company and its subsidiaries each year since 1989. Representatives of Peterson Sullivan P.L.L.C. are not expected to be present at the Annual Meeting. FUTURE SHAREHOLDER PROPOSALS Any proposal which a Shareholder intends to present at the next Annual Meeting of Shareholders must be received by the Company on or before January 31, 1999. OTHER MATTERS The Trustees know of no matter other than those mentioned in the Proxy Statement to be brought before the meeting. If other matters properly come before the meeting, it is the intention of the Proxy holders to vote the Proxies in accordance with their judgment. If there are insufficient votes to approve any of the proposals contained herein, the Trustees may adjourn the meeting to a later date and solicit additional Proxies. If a vote is required to approve such adjournment, the Proxies will be voted in favor of such adjournment. A copy of the Company's Annual Report to the Securities and Exchange Commission will be provided to Shareholders without charge upon written request directed to Mercer Shareholders Information, Burglistrasse 6, 8002 Zurich, Switzerland. By Order of the Trustees, DATE: May 29, 1998. PROXY MERCER INTERNATIONAL INC. Burglistrasse 6 8002 Zurich Switzerland This Proxy is solicited on behalf of the Trustees of Mercer International Inc. The undersigned hereby appoints Jimmy S.H. Lee as proxy, with the power of substitution to represent and to vote as designated below, all the shares of beneficial interest of Mercer International Inc. held of record by the undersigned on May 21, 1998, at the Annual Meeting of Shareholders to be held on July 10, 1998, or any adjournment thereof. 1. ELECTION OF TRUSTEES FOR the nominees listed WITHHOLD AUTHORITY to vote below (except as marked for the nominees listed to the contrary below) |_| below |_| (Instruction: To withhold authority to vote for a nominee, strike a line through the nominee's name in the list below.) C. S. Moon Maarten Reidel 2. In his discretion, the Proxy holder is authorized to vote upon such other business as may properly come before the meeting. This Proxy when properly executed will be voted in the manner directed herein by the undersigned stockholder. If no direction is made, this Proxy will be voted FOR Proposal 1. Please sign exactly as name appears on your share certificates. 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 President or other authorized officer. If a partnership, please sign in partnership name by authorized person. DATED: , 1998 Signature Print Name Signature, if jointly held Print Name Please mark, sign, date and return this Proxy promptly using the enclosed envelope. 1 Filed a Schedule 13G/A as a parent holding company with Edward C. Johnson 3d and Abigail P. Johnson. 2 FMR Corp. reported sole voting power as to 167,000 Shares and sole dispositive power as to 1,918,600 Shares and the Johnsons reported sole dispositive power as to 1,918,000 Shares. 3 Sole voting power as to 389,500 Shares and sole dispositive power as to 1,686,200 Shares. 4 Filed a Schedule 13G/A as a parent holding company with Fund Asset Management, L.P. ("FAM"), and Merrill Lynch Special Value Fund, Inc. ("MLF"). 5 Shared voting power and dispositive power as to 1,640,800 Shares reported by Princeton Services, Inc. and shared voting and dispositive power as to 1,609,700 Shares reported by FAM and MLF. 6 Sole voting power as to 1,302,420 Shares and sole dispositive power as to 1,489,870 Shares. 7 Sole voting power as to 690,700 Shares and sole dispositive power as to 1,203,400 Shares. -----END PRIVACY-ENHANCED MESSAGE-----