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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 Material Pursuant to 240.14a-11(c) or 240.14a-12
PYRAMID OIL COMPANY
(Name of Registrant as Specified in its Charter)
Lee G. Christianson
(Name of Person 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 00-11.
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 underlying value of transaction computed pursuant
to Exchange Act Rule 0.11:
4) Proposed maximum aggregate value of transaction:
Set forth the amount on which the filing fee is calculated and state how it
was determined.
/ / 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:
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PYRAMID OIL COMPANY
2008 21st Street
P.O. Box 832
Bakersfield, California 93302
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
June 5, 2003
To the shareholders:
NOTICE is hereby given that the Annual Meeting of Shareholders (the
"Annual Meeting") of Pyramid Oil Company (the "Company") will be held at the
Corporate Offices of Pyramid Oil Company, 2008-21st Street, Bakersfield,
California 93301, on Thursday, June 5, 2003 at 10:30 A.M. Pacific
Daylight Time, for the following purposes:
1. To elect a Board of Directors for the ensuing year; and
2. To approve the selection of Singer Lewak Greenbaum & Goldstein, LLP
as independent auditors for the Company for the year ending December
31, 2003; and
3. To transact such other business as may properly come before the
Annual Meeting or any adjournment thereof.
Information concerning these matters, including the names of the nominees
for the Board of Directors of the Company (the "Board") is set forth in the
attached Proxy Statement for the Annual Meeting.
Holders of record of the Company's common stock at the close of business
on April 14, 2003, the record date fixed by the Board, are entitled to notice
of and to vote at the Annual Meeting. The Board urges that all shareholders
of record exercise their right to vote personally at the meeting or by proxy.
A copy of the Company's Annual Report to Shareholders containing finan-
cial statements and other information of interest to shareholders is enclosed
herewith. You are urged to read the Annual Report.
All shareholders are requested to read the enclosed Proxy Statement and
to sign, date and complete the enclosed proxy and return it promptly in the
accompanying postage prepaid, pre-addressed envelope, whether or not they
attend the meeting, to assure that their shares will be represented. Any
shareholder giving a proxy has the right to revoke it at any time before it is
voted by following the procedures outlined in the Proxy Statement.
Your prompt response will be appreciated.
By Order of the Board of Directors
Lee G. Christianson, Secretary
Bakersfield, California
April 30, 2003
PLEASE SIGN AND DATE THE ENCLOSED FORM OF PROXY AND MAIL IT PROMPTLY IN THE
ENCLOSED RETURN ENVELOPE, IN ORDER TO ASSURE THAT YOUR VOTES ARE COUNTED.
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PYRAMID OIL COMPANY
2008 21st Street
P.O. Box 832
Bakersfield, California 93302
----------------
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
June 5, 2003
----------------
PROXY SOLICITATION
This Proxy Statement is furnished in connection with the solicitation by
the Board of Directors (the "Board") of Pyramid Oil Company (the "Company")
of proxies to be used at the Annual Meeting of Shareholders of the Company
(the "Annual Meeting") to be held on June 5, 2003, and at any postponement or
adjournment thereof. This Proxy Statement, together with the accompanying
proxy, is first being mailed to shareholders on or about May 12, 2003. You
are requested to sign, date and return the enclosed proxy card in order to
ensure that a majority of the outstanding shares of common stock of the
Company (the "Common Stock") are represented at the meeting.
Any proxy given by a shareholder of the Company may be revoked at any
time before it is voted by attending the Annual Meeting and voting in person
or by filing with the Secretary of the Company an instrument revoking the
proxy or a duly executed proxy bearing a later date. If the enclosed form of
proxy is properly executed and returned, the Common Stock represented thereby
will be voted in accordance with the instructions given by the proxy. IF NO
INSTRUCTIONS ARE GIVEN, THE COMMON STOCK WILL BE VOTED "FOR" (1) APPROVAL OF
THE ELECTION OF THE NOMINEES FOR DIRECTORS NAMED HEREIN; AND (2) THE
RATIFICATION OF THE COMPANY'S SELECTION OF SINGER LEWAK GREENBAUM & GOLDSTEIN,
LLP AS THE COMPANY'S INDEPENDENT AUDITORS FOR THE YEAR ENDING DECEMBER 31,
2003. If any other matters are properly presented at the meeting, or any
adjournment thereof, the persons voting the proxies will vote according to
their best judgment.
Solicitation of proxies will be primarily by mail, although some
solicitation will be by telephone, telegraph or personal interview. Proxies
may be solicited by officers, directors and regular employees of the Company.
The Company will not pay any additional compensation for such solicitations.
Arrangement may be made with brokerage houses and with the Company's transfer
agent, U.S. Stock Transfer, Glendale, California, to send notices, proxy
statements, proxies and other materials to shareholders. The cost for such
services is expected to be nominal and will be borne by the Company.
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RECORD DATE AND VOTING
Only holders of record of the Company's Common Stock at the close of
business on April 14, 2003 shall be entitled to notice of and to vote at the
Annual Meeting. Transferees of Common Stock which are transferred on the
books of the Company subsequent to such date shall not be entitled to notice
of or to vote at the Annual Meeting.
As of April 14, 2003, there were outstanding 2,494,430 shares of Common
Stock. A majority of the outstanding shares of Common Stock entitled to vote,
whether present or in person or by proxy, constitutes a quorum for the conduct
of business at the Annual Meeting. Abstentions will be treated as shares
present and entitled to vote for purposes of determining the presence of a
quorum. Unless cumulative voting is requested by a shareholder, each share of
Common Stock is entitled to one vote for the election of each director of the
Company. Under the California General Corporation Law, if a shareholder gives
notice prior to the commencement of voting on the election of directors of his
or her intention to cumulate his or her votes, then all shareholders (or their
proxies) may cumulate their votes. No cumulative voting will occur if no such
notice is given.
Cumulative voting permits each shareholder to cast an aggregate number of
votes equal to the number of shares owned multiplied by the number of
directors to be elected; all of such votes may be cast for a single nominee or
may be allocated among any two or more nominees as the shareholder wishes.
If a proxy is marked "FOR" the election of directors, it may, at the
discretion of the persons named in the enclosed form of proxy (the "Proxy
Holders"), be voted cumulatively in the election of directors. Under either
form of voting, the five nominees receiving the highest number of votes cast
will be elected as directors.
If you hold your shares of Common Stock in "street name", please contact
your broker or nominee as to the voting of your stock.
ELECTION OF DIRECTORS
Directors are to be elected at the Annual Meeting to serve until the next
annual meeting and until their successors are elected and qualified. Unless
authority to vote for directors is withheld in the proxy card, it is the
intention of the Proxy Holders to vote for the election of the following five
persons as directors: John H. Alexander, J. Ben Hathaway, Thomas W. Ladd,
Gary L. Ronning and John E. Turco.
The Board has been informed that all nominees are willing to serve as
directors. If any of them should decline or be unable to act as a director,
the Proxy Holders will vote for the election of another person or persons as
they, in their discretion, may choose. The Board has no reason to believe any
nominee will be unable or unwilling to serve.
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The nominees for election as directors of the Company are as follows:
Director Officer
Name Age Position(1) Since Since
----- ---- ----------- -------- -------
J. Ben Hathaway 63 President, Chief Executive 1984 1986
Officer and Director
John H. Alexander 55 Vice President and Director 1984 1986
Thomas W. Ladd 54 Director 1998 --
Gary L. Ronning 60 Director 1998 --
John E. Turco 72 Director 1996 --
(1) Position listed is that held with the Company.
J. BEN HATHAWAY
Mr. Ben Hathaway has been an independent oil and gas operator and
President of Marlyn Company, an oil and gas production company located in
Bakersfield, California. Mr. Ben Hathaway has been President of Marlyn
Company since 1973.
JOHN H. ALEXANDER
Mr. Alexander has been an independent oil operator and President of
Alexander Oil Company, Newport Beach, California. Alexander Oil Company is
an oil and gas production company. Mr. Alexander has been President of
Alexander Oil Company since 1970.
THOMAS W. LADD
Mr. Ladd has been President and Chairman of the Board of Tetra Oil
Company, which is engaged in petroleum lease acquisition, exploration and
operations, since 1979. Mr. Ladd is also an independent geologist, offering
consulting services in petroleum, government compliance, environmental
assessments and co-generation development.
GARY L. RONNING
Mr. Ronning has been Executive Vice President, Western Region of
Prime Natural Resources, LLC, since 1999. Mr. Ronning has previously been
with Ferguson Energy, an independent oil and gas exploration company, since
1967. Mr. Ronning has had several positions with Ferguson Energy.
JOHN E. TURCO
Since 1988, Mr. Turco has been a private investor, primarily in
agricultural businesses.
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THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ELECTION OF THE
NOMINEES NAMED. PROXIES RETURNED TO THE COMPANY WILL BE VOTED "FOR" THE
NOMINEES NAMED UNLESS OTHERWISE INSTRUCTED.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Under the federal securities laws, the Company's directors, executive
officers, and any person holding more than 10% of the Company's Common Stock
are required to report their ownership of the Company's securities and any
changes in that ownership to the Securities and Exchange Commission. Specific
due dates for these reports have been established, and the Company is required
to report any failures to file by these dates. The Company knows of no
instances of persons who have failed to file or have delinquently filed
Section 16(a) reports within the most recently completed fiscal year.
IDENTIFICATION OF EXECUTIVE OFFICERS
Officer
Name Age Position Since
---- --- -------- -------
J. Ben Hathaway 63 President and Chief 1986
Executive Officer
John H. Alexander 55 Vice President 1986
The biographical descriptions of Mr. Hathaway and Mr. Alexander are included
under "Election of Directors."
SECURITY OWNERSHIP OF DIRECTORS, OFFICERS AND NOMINEES
The following table sets forth certain information as of April 14, 2003,
with respect to beneficial ownership of the Company's Common Stock by the
Company's officers and nominees for election as directors. The number of
shares owned are those "beneficially owned", as determined under rules of the
Securities and Exchange Commission. The information disclosed below is not
necessarily indicative of beneficial ownership for any other purpose.
Beneficial ownership as described below, includes any shares of Common Stock
as to which the director has sole or shared voting power or investment power
pursuant to a discretionary account or similar arrangement.
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Percentage of
Shares Outstanding
Name and Title (1) Owned (2) Common Stock(3)
----------------- -------- ---------------
J. Ben Hathaway, 516,908(4) 20.72%
Director, President
John H. Alexander, 49,532 1.99%
Director, Vice President
Thomas W. Ladd, Director -- --
Gary L. Ronning, Director -- --
John E. Turco 75,600(5) 3.03%
Directors and Officers
as a Group (6 persons) 642,040 25.74%
-----------
(1) Title listed refers to the Company unless otherwise stated.
(2) Amounts reported by directors do not include shares held in name of
their spouse, children and other relatives.
(3) As a percentage of the 2,494,430 shares of Common Stock outstanding at
April 14, 2003.
(4) Mr. J. Ben Hathaway's children own in the aggregate, 1,600 shares of
Common Stock. Mr. Hathaway disclaims any beneficial interest in such
shares and the shares of the Company's Common Stock owned by his
brothers, Jean E. Hathaway, Henry D. Hathaway and John J. Hathaway, see
"Principal Holders of Securities."
(5) Mr. Turco owns 50% of Corotto Co. which in turn owns 14,500 shares of
the Company. Such shares are included in the total shares owned.
COMMITTEES OF THE BOARD OF DIRECTORS
All Directors of the Company comprise the Audit Committee, which reviews
the Company's financial and accounting organization, financial reporting, and
the reports of the independent auditors. The Audit Committee held one meeting
during the last fiscal year as the Audit Committee. All of the Directors
attended the Audit Committee meeting.
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All Directors of the Company comprise the Nominating Committee, which
recommends prospective directors to fill vacancies that may arise from time to
time and proposes individuals for election to the Company's Board by the
Company's shareholders. It is the policy of the Board to consider as
potential nominees any persons proposed by any of the Company's shareholders,
provided that such proposal is received in writing sufficiently in advance of
the annual meeting of shareholders to allow the Board to adequately evaluate
the candidate. The Nominating Committee held one meeting during the last
fiscal year. All of the Directors attended the Nominating Committee meeting.
The Company has no Compensation Committee or other standing Committee.
ATTENDANCE AND COMPENSATION
The Board met nine times during 2002. Only non-employee Directors
receive payment for service as Directors of the Company. Non-employee
Directors receive $300.00 for each Board meeting attended. The board meetings
were attended by all of the Directors.
REPORT OF THE AUDIT COMMITTEE
The Audit Committee currently is comprised of the full Board of
Directors, of whom Messrs. Thomas W. Ladd, Gary L. Ronning and John E. Turco
are independent directors [as defined Rule 4200(a)(14) of the National
Association of Securities Dealers, Inc. listing standards]. The Audit
Committee has not adopted a written charter at the present time to govern its
operation, because the full Board comprises the Audit Committee
The Audit Committee oversees and monitors the participation of the
Company's management and independent auditors throughout the financial
reporting process. Other than, their services as executive officers and
directors of the Company, no member of the Audit Committee has any other
material relationship with the Company.
In connection with its function to oversee and monitor the financial
reporting process, the Audit Committee has, among other things: reviewed and
discussed with the Company's management the audited financial statements for
the fiscal year ended December 31, 2002, discussed with the Company's
independent auditors those matters required to be discussed by SAS 61
(Codification of Statements on Auditing Standards, AU 380); received the
written disclosures and letter from the Company's independent auditors
required by Independence Standards Board Standard No. 1 (Independence
Standards Board Standard No. 1, Independence Discussions with Audit
Committees); and discussed with the Company's independent auditors their
independence in light of any nonaudit services performed by them for the
Company.
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Based upon the foregoing, the Audit Committee approved the inclusion of
the audited financial statements in the Company's Annual Report on Form 10-K
for the fiscal year ended December 31, 2002.
J. Ben Hathaway Gary L. Ronning
John H. Alexander John E. Turco
Thomas W. Ladd
EXECUTIVE COMPENSATION
The following table sets forth the compensation for the Chief Executive
Officer ("CEO") as indicated below. No executive officer received over
$100,000 in cash compensation for the fiscal year ended December 31, 2002.
Long Term
Name and Annual Compensation Compensation
Principal Position Year Salary Other Options - #
------------------ ---- ------ ----- ------------
J. Ben Hathaway 2002 $ 77,700 (1) -0-
President and Chief 2001 77,700 (1) -0-
Executive Officer 2000 77,700 (1) -0-
------------
(1) Personal benefits do not exceed 10% of salary.
EXECUTIVE EMPLOYMENT AGREEMENTS
The Company has employment agreements with Mr. J. Ben Hathaway, the
Company's President, and Mr. John H. Alexander, the Company's Vice President.
In August 2001, the Company entered into an employment agreement with J.
Ben Hathaway pursuant to which Mr. Hathaway agreed to serve as the Company's
President. The employment agreement is for an initial term of three years,
which term automatically renews annually if written notice is not tendered,
and provides for an annual base salary of $100,000 and benefits as defined in
the agreement.
Pursuant to the employment agreement, the Company may terminate Mr.
Hathaway's employment with or without cause at any time before its term
expires upon providing written notice. In the event the Company terminates
Mr. Hathaway's employment without cause, Mr. Hathaway would be entitled to
receive a severance amount equal to his annual base salary and benefits for
the balance of the term of his employment agreement. In the event of
termination by reason of Mr. Hathaway's death or permanent disability, his
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legal representative will be entitled to receive his annual salary and
benefits for the remaining term of his employment agreement. In the event of,
or termination following, a change in control of the Company, as defined in
the agreement, Mr. Hathaway would be entitled to receive his annual salary and
benefits for the remainder of the term of his agreement.
In February 2002, the Company entered into an employment agreement with
John H. Alexander pursuant to which Mr. Alexander agreed to serve as the
Company's Vice President. The employment agreement is for an initial term of
five years, which term automatically renews annually if written notice is not
tendered, and provides for an annual base salary of $75,000 and benefits, as
defined in the agreement.
Pursuant to the employment agreement, the Company may terminate Mr.
Alexander's employment with or without cause at any time before its term
expires upon providing written notice. In the event the Company terminates
Mr. Alexander's employment without cause, Mr. Alexander would be entitled to
receive a severance amount equal to his annual base salary and benefits for
the balance of the term of his employment agreement. In the event of
termination by reason of Mr. Alexander's death or permanent disability, his
legal representative will be entitled to receive his annual salary and
benefits for the remaining term of his employment agreement. In the event of,
or termination following, a change in control of the Company, as defined in
the agreement, Mr. Alexander would be entitled to receive his annual salary
and benefits for the remainder of the term of his agreement.
RETIREMENT AND EMPLOYEE BENEFIT PLANS
The Company has a defined contribution plan (Simple IRA) available to all
employees meeting certain service requirements. Employees may contribute up
to a maximum of $6,000 of their annual compensation to the plan. The Company
makes a mandatory contribution to the plan in an amount equal to the employees
contributions of up to 3% of their annual compensation. Contributions of
$10,587, $10,324 and $6,357 were made by the Company during the years ended
December 31, 2002, 2001 and 2000, respectively.
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PRINCIPAL HOLDERS OF SECURITIES
The following table furnishes information as of April 14, 2003, as to all
persons known to the Company to be a beneficial owner of more than 5% of the
Company's Common Stock.
Number of Percentage of
Beneficially Outstanding
Name and Address Owned Shares Common Stock
---------------- ------------ --------------
J. Ben Hathaway 516,908 20.72%
P. O. Box 832
Bakersfield, CA 93302
Jean E. Hathaway 299,709 12.02%
161 Acacia Ave.
Oroville, CA 95966
Henry D. Hathaway 292,209 11.71%
110 Bridgerview Dr.
Belgrade, MT 59714
John J. Hathaway 277,659 11.13%
P. O. Box 96085
Las Vegas, NV 89193
Ronald Zlatniski 153,540 6.16%
731 Prince Rd.
Greensboro, NC 27455
SELECTION OF INDEPENDENT AUDITORS
The Audit Committee has appointed Singer Lewak Greenbaum & Goldstein, LLP
as independent public accountants to audit the books, records and accounts of
the Company for the year ending December 31, 2003. The appointment is being
presented to the shareholders for their ratification. Representatives of
Singer Lewak Greenbaum & Goldstein, LLP will be present at the meeting. They
will have an opportunity to make statements if they desire and will be
available to respond to appropriate questions. Arthur Andersen LLP audited
the books, records and accounts of the Company from 1987 through 2001.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE APPOINTMENT OF SINGER
LEWAK GREENBAUM & GOLDSTEIN, LLP AS THE COMPANY'S INDEPENDENT AUDITORS FOR THE
YEAR ENDING DECEMBER 31, 2003. PROXIES WILL BE VOTED "FOR" RATIFICATION OF
THE APPOINTMENT OF SINGER LEWAK GREENBAUM & GOLDSTEIN, LLP IF NO DIRECTION IS
GIVEN IN THE PROXIES. In the event the shareholders do not ratify this
appointment, the appointment will be reconsidered by the Audit Committee.
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In July of 2002, the Audit Committee selected Singer, Lewak, Greenbaum &
Goldstein, LLP as the Company's independent auditors for the fiscal year
ending December 31, 2003.
The decision to change the Company's independent auditors was approved by
the full Board of Directors. The decision to change the Company's independent
auditors was necessary due to the notification to the Company by Arthur
Andersen LLP that it was unable to perform any future audit services for the
Company.
None of the reports of Arthur Andersen LLP on the financial statements of
the Company for the past two fiscal years of the Company contained any adverse
opinion or disclaimer, or was qualified or modified as to uncertainty, audit
scope or accounting principles, and there also were no disagreements with
Arthur Andersen LLP on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedure during the two
most recent fiscal years.
AUDIT FEES
During fiscal 2002, the Company retained its principal auditor, Singer
Lewak Greenbaum & Goldstein, LLP, to provide audit services. Singer Lewak
Greenbaum & Goldstein, LLP billed the Company an aggregate of $38,300 in fees
for professional services rendered in connection with the audit of the
Company's financial statements for the most recent fiscal year and the reviews
of the financial statements included in each of the Company's Quarterly
Reports on Form 10-QSB during the fiscal year ended December 31, 2002.
FINANCIAL INFORMATION SYSTEMS DESIGN AND IMPLEMENTATION
Singer Lewak Greenbaum & Goldstein, LLP did not provide any services
related to income tax preparation or financial information systems design and
implementation during 2002.
ANNUAL REPORT TO SHAREHOLDERS
Accompanying this Proxy Statement is a copy of the Company's 2002 Annual
Report to Shareholders.
SHAREHOLDER PROPOSALS
FOR THE 2004 ANNUAL MEETING OF SHAREHOLDERS
Shareholders wishing to offer a proposal at the next annual meeting for
inclusion in the proxy statement therefore must submit those proposals to the
Company's Secretary no later than December 31, 2003. Proposals should be
mailed to Lee G. Christianson, Pyramid Oil Company, P.O. Box 832, Bakersfield,
California 93302.
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OTHER MATTERS
The Board of Directors is not aware of any other matters to be presented
at the Annual Meeting. If any other matters should properly come before the
Annual Meeting, the Proxy Holders will vote the proxies received according to
their best judgment.
The Company filed an annual report on Form 10-KSB with the Securities and
Exchange Commission. Shareholders may obtain a copy of this report without
charge, by writing to Lee G. Christianson, Secretary, Pyramid Oil Company,
P.O. Box 832, Bakersfield, California 93302.
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------------------ ---------------------
Proxy Number Number of Shares
PYRAMID OIL COMPANY
P. O. Box 832-2008, 21st Street
Bakersfield, California 93302
Please Sign and Return Promptly
Date: 2003
-----------------
------------------------------
(Signature(s) of Shareholders)
Please date and sign exactly as name appears
hereon. When signing as executor, adminis-
trator, trustee, guardian, attorney, etc.
full title as such should be shown. If
shares are registered in more that one name
all registered owners should sign.
THIS PROXY MAY BE REVOKED AT ANYTIME BEFORE IT IS VOTED AT THE MEETING
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PROXY
PYRAMID OIL COMPANY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned shareholder of Pyramid Oil Company (the "Company") hereby
appoints J. Ben Hathaway and John H. Alexander, and each of them, the true and
lawful attorneys, agents and proxies of the undersigned, with full power of
substitution and revocation to each of them, for and in the name of the
undersigned to vote all the shares of Common Stock of the Company which the
undersigned may be entitled to vote at the Annual Meeting of Shareholders of
the Company to be held at the Corporate Offices of Pyramid Oil Company, 2008
21st Street, Bakersfield, California 93301, on Thursday, June 5, 2003 at
10:30 A.M. Pacific Daylight Time, and at any postponement or adjournment of
such meeting, as fully as the undersigned could do if present in person. The
undersigned hereby revokes all proxies heretofore given. Without limiting the
generality of the foregoing, said proxies are authorized to vote:
(1) Election of Directors
/ / FOR all nominees listed below (except as marked to the
contrary below.
/ / WITHHOLD AUTHORITY to vote for all nominees below.
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL
NOMINEE, STRIKE A LINE THROUGH THE NOMINEES NAME IN THE LIST BELOW.)
J. Ben Hathaway, John H. Alexander, Thomas W. Ladd
Gary L. Ronning, John E. Turco
(2) To ratify the selection of Singer Lewak Greenbaum & Goldstein, LLP
as the Company's independent auditors for 2003:
/ /FOR / /AGAINST / /ABSTAIN
(3) Transact any and all other business which may properly come
before the meeting or any adjournment of such meeting.
EACH PROPERLY SIGNED PROXY WILL BE VOTED IN ACCORDANCE WITH THE SPECIFICATIONS
MADE THEREON. IF NO SPECIFICATIONS ARE MADE, THIS PROXY WILL BE VOTED FOR THE
ELECTION OF THE NOMINEES FOR DIRECTORS NAMED ABOVE AND THE RATIFICATION OF
INDEPENDENT AUDITORS NAMED ABOVE.