PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE
SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant /x/
Filed by the 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 Rule 14a-11(c) Rule 14-a12
CONSOLIDATED-TOMOKA LAND CO.
(Name of Registrant as specified in Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
/ / 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.
(2) Aggregate number of securities to which transactions applies:
(3) Per unit price or other underlying value of transaction computed
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:
/ / 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:
1
CONSOLIDATED-TOMOKA LAND CO.
PROXY IS SOLICITED BY THE BOARD OF DIRECTORS MEETING
DIRECTORS FOR ANNUAL MEETING OF SHAREHOLDERS
APRIL 22, 1998
The undersigned hereby appoints Bruce W. Teeters and Patricia Lagoni, each or
either of them, as Proxies, each with the power to appoint his or her
substitute, and hereby authorizes them to represent, and to vote, as
designated below, all the shares of common stock of Consolidated-Tomoka Land Co.
held of record by the undersigned on March 3, 1998, at the annual meeting of
shareholders to be held April 22, 1998, or any adjournment or postponement
thereof.
Election of three Class I Directors for three-year terms ending 2001.
{ } FOR all nominees list below { } WITHHOLD AUTHORITY to vote for all
(except as marked to the nominees listed below
contrary below)
To withhold authority to vote for any individual nominee, strike a line through
the nominee's name in the list below.
Class I. John C. Adams, Jr., Bob D. Allen, David D. Peterson
In their discretion, the Proxies are authorized to vote upon such other business
as may properly come before the meeting.
CONSOLIDATED-TOMOKA LAND CO.
PROXY
This proxy when properly executed will be voted in the manner directed herein by
the undersigned shareholder. If no direction is made, this proxy will be voted
for each proposal.
Please sign exactly as name appears. 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 signing for a corporation,
or partnership, authorized person should sign full corporation or partnership
name and indicate capacity in which they sign.
Dated____________________________________________
Signature________________________________________
Signature________________________________________
(if held jointly)
PLEASE MARK, SIGN, DATE, AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.
2 2
CONSOLIDATED-TOMOKA LAND CO.
Post Office Box 10809
Daytona Beach, Florida 32120-0809
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
April 22, 1998
To the Shareholders:
The annual meeting of shareholders of Consolidated-Tomoka Land Co., a Florida
corporation (the "Company"), will be held at the Daytona Beach Hilton Resort,
2637 South Atlantic Avenue, Daytona Beach, Florida, on Wednesday, April 22,
1998, at ten o'clock in the morning for the following purposes:
1. To elect three directors to serve for a three-year term expiring
at the annual meeting of shareholders to be held in 2001, or
until their successors are elected and qualified.
2. To transact such other business as may properly come before the
meeting or any adjournment thereof.
Shareholders of record at the close of business on March 3, 1998, are entitled
to notice of, and to participate in and vote at the meeting.
Daytona Beach Hilton Resort has reserved a limited number of rooms for
shareholders attending our meeting. Shareholders who plan to attend are urged
to reserve rooms promptly upon receipt of the meeting notice by calling
1-904-767-7350.
A complete list of shareholders as of the record date will be available for
shareholders' inspection at the Corporate Offices at 149 South Ridgewood
Avenue, Daytona Beach, Florida, for at least ten days prior to the meeting.
By Order of the Board of Directors
Patricia Lagoni
Secretary
Daytona Beach, Florida
March 25, 1998
3
All shareholders are requested to date and sign the enclosed proxy and
return it promptly in the accompanying envelope. This proxy is revocable by you
at any time before it is exercised by notifying the corporate secretary of the
Company in writing or by submitting a properly executed, later-dated proxy.
Signing a proxy will not affect your right either to attend the meeting and vote
your shares in person or to give a later proxy.
A COPY OF THE COMPANY'S MOST RECENT FORM 10-K ANNUAL
REPORT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
WILL BE FURNISHED, WITHOUT CHARGE, TO ANY SHAREHOLDER
UPON WRITTEN REQUEST DIRECTED TO THE COMPANY'S SECRETARY,
P. O. BOX 10809, DAYTONA BEACH, FLORIDA 32120-0809.
4
CONSOLIDATED-TOMOKA LAND CO.
PROXY STATEMENT
INTRODUCTION
This proxy statement and the enclosed form of proxy are being sent to
the shareholders of Consolidated-Tomoka Land Co., a Florida corporation
(the "Company"), on or about March 25, 1998, in connection with the solicitation
by the Board of Directors of the Company of proxies to be used at the annual
meeting of shareholders to be held on Wednesday, April 22, 1998 (and at any
adjournment or adjournments thereof), for the purposes set forth in the
accompanying notice of annual meeting. Shareholders who execute proxies retain
the right to revoke them at any time before they are exercised by sending
written notice to the secretary of the Company, by submitting a properly
executed, later-dated proxy, or by attending the annual meeting and electing to
vote in person.
The cost of preparing, assembling, and mailing material in connection with this
solicitation will be borne by the Company.
At the close of business on March 3, 1998, there were 6,371,833 shares of common
stock, $1 par value, of the Company outstanding. Each holder of common stock of
record on that date is entitled to one vote for each share held by such
shareholder on every matter submitted to the meeting. The Company's Articles of
Incorporation and Bylaws do not provide for cumulative voting for the election
of directors, which is permitted but not required by Florida law.
As of January 31, 1998, Baker, Fentress & Company ("Baker Fentress"), a publicly
owned, closed-end investment company, located at Madison Plaza, Suite 3510, 200
West Madison Street, Chicago, Illinois 60606, owned beneficially 5,000,000
shares (78.5%) of the outstanding shares of common stock of the Company.
These shares were owned of record by Cede & Co., a nominee of Depository Trust
Company, for the account of Baker Fentress. Baker Fentress has sole voting and
dispositive power with respect to these shares. No other person owned of
record, or was known by management to own beneficially, more than 5% of the
Company's outstanding common stock as of January 31, 1998.
As of January 31, 1998, Baker Fentress had 35,983,081 shares of its $1 par
value common stock outstanding. As of that date, 4,242,977 shares (11.8%) of
the common stock of Baker Fentress were held by the officers and directors of
Baker Fentress as a group with power over voting or disposition of the shares.
See "Interests in Stock" below for information as to the beneficial ownership of
common stock of the Company and of Baker Fentress as of January 31, 1998 by
each director of the Company and by all directors and officers as a group.
5
ELECTION OF DIRECTORS
The Company's Articles of Incorporation divide the Board of Directors into
three classes, as nearly equal as possible. At the 1998 annual meeting of
shareholders, three Class I directors are to be elected, each to hold office
until the annual meeting of shareholders to be held in 2001, or until their
successors are elected and qualified.
The Company has no nominating committee other than the Board of Directors
for the selection of candidates to serve as directors. It is the intention of
the persons named in the accompanying form of proxy to vote such proxy for the
election as directors of the persons named below who have been designated by the
Board of Directors as nominees for Class I unless authority to do so is
withheld.
All nominees for election as directors are now directors, each having been
elected by the shareholders at the May 1995 annual meeting. Each nominee has
indicated his willingness to serve if elected. If any nominee should be unable
to serve, which is not now anticipated, the proxy will be voted for such other
persons as shall be determined by the persons named in the proxy in accordance
with their judgment.
The election of Messrs. Adams, Allen, and Peterson will require the affirmative
vote of the holders of a plurality of the shares present or represented at the
meeting. The Board of Directors of the Company recommends a vote "for" the
election of Messrs. Adams, Allen, and Peterson as directors in Class I. Proxies
solicited by the Board will be so voted unless shareholders specify in their
proxies a contrary choice. Abstentions will be treated as shares represented at
the meeting and therefore will be the equivalent of a negative vote, and broker
non-votes will not be considered as shares represented at the meeting.
Additional information concerning the nominees and the directors who are
continuing in office appears below.
6
Name,
Age at January 31, 1998, Class and Other
and Principal Occupation Director Expiration Business
since January 1, 1993 Since of Term Affiliations
John C. Adams, Jr.-age 61(2) 1977 I Director, Hilb,
Chairman of the board 1998 Rogal and Hamilton
of Hilb, Rogal and Hamilton Company, Richmond,
Company of Daytona Beach, Virginia
Inc. (an insurance agency);
executive vice president
operations from January 1994
to present. Executive
vice president since 1993 of
Hilb, Rogal and Hamilton
Company, Richmond, Virginia,
and chief operating officer
during 1993
Bob D. Allen-age 63(1) 1990 I Director, First Union
President and chief 1998 of Florida, and
executive officer of the Baker, Fentress &
Company Company
Jack H. Chambers-age 67(3) 1986 III Director, Mobile
Of Counsel to Law Firm of 2000 America Corporation
Foley & Lardner since
September 1994; real
estate consultant and
investor from January
1994 to September 1994;
president and chief
executive officer of Koger
Properties Inc. from
July 1991 to December 1993
James P. Gorter-age 68 1988 II Director, Baker,
Chairman of the board 1999 Fentress & Company,
of Baker, Fentress & Company; Levin Management Co.,
limited partner of Goldman, Inc., and Caterpillar,
Sachs & Co. Inc.
(investment bankers)
7
Name,
Age at January 31, 1998, Class and Other
and Principal Occupation Director Expiration Business
Since January 1, 1993 Since of Term Affiliations
William O. E. Henry-age 70(3) 1977 III None
Practicing attorney and 2000
partner in law firm of
Holland & Knight LLP,
counsel for the Company
Robert F. Lloyd-age 62(2) 1991 II None
Chairman of the board and 1999
chief executive officer of
Lloyd Buick-Cadillac Inc.
John H. Pace, Jr.-age 80(3) 1968 III None
Chairman of Cardinal 2000
Investment Company
investor in securities
and real estate)
David D. Peterson-age 66(1) 1984 I Director, Baker,
Chairman of the board of 1998 Fentress & Company
the Company; retired president
and chief executive officer
of Baker, Fentress & Company
(a publicly owned, closed-
end investment company)
since June 1996
Bruce W. Teeters-age 52 1990 II None
Senior vice president- 1999
finance and treasurer
of the Company
(1) Member of the executive committee of the Company, which had two meetings
in 1997. The executive committee has the authority during intervals
between meetings of the Board of Directors to exercise power on matters
designated by the Board.
(2) Member of the compensation and stock option committee, which had one
meeting in 1997.
(3) Member of the audit committee, which had one meeting in 1997. The
committee meets with representatives of the Company's independent public
accountants to determine the scope of each audit and review the results.
8
During 1997, the Board of Directors held one regular and three special
meetings. Each outside director received a fee of $1,000 for each board meeting
he attended in 1997. Each outside director received, in addition to meeting
fees, an annual retainer of $13,000, payable quarterly. Mr. Peterson in 1996,
began receiving as Chairman of the Board an additional annual fee of $8,000,
payable quarterly. Members of the executive, audit, and compensation and stock
option committees also received $1,000 for each meeting of those committees
attended in 1997.
Effective January 1, 1998, annual retainer fees for all outside directors
were increased to $14,000, payable quarterly.
All members of the Board attended 75% or more of the meetings of the Board
and all committees on which they served.
9
INTERESTS IN STOCK
The following table contains information at January 31, 1998 on the number
of shares of common stock of the Company and of its 78.5% majority shareholder,
Baker, Fentress & Company, of which each director and each officer named
in the Summary Compensation Table set forth elsewhere in this Proxy Statement
had outright ownership, or, alone or with others, any power to vote or
dispose of the shares, or to direct the voting or disposition of the shares by
others, and the percentage of the aggregate of such shares to all of the
outstanding shares of the respective companies. The table also sets forth
information with respect to all persons known by the Company to own beneficially
more than 5% of the Company's common stock as of January 31, 1998:
Power Over Voting
Shares of and Disposition Aggregate
Consolidated-Tomoka Land Co. Sole Shared Shares Percent
Baker Fentress & Company 5,000,000 -- 5,000,000 78.5%
Madison Plaza, Suite 3510
200 West Madison Street
Chicago, Illinois 60606
John C. Adams, Jr. -- 6,600 (1) 6,600 (1) 0.1%
Bob D. Allen 91,540 (2) -- 91,540 (2) 1.4%
Jack H. Chambers 194 1,200 1,394 --
James P. Gorter 2,400 4,000 6,400 0.1%
William O. E. Henry 500 -- 500 --
Robert F. Lloyd 500 -- 500 --
John H. Pace, Jr. 400 -- 400 --
David D. Peterson 4,000 -- 4,000 --
Bruce W. Teeters 8,020(2) 16,042 24,062 (2) 0.4%
Directors and Officers
as a group (16 persons) 136,159 (2) 36,053 172,212 (2) 2.7%
10
Power Over Voting
Shares of and Disposition Aggregate
Baker, Fentress & Company Sole Shared Shares Percent
John C. Adams, Jr. -- 4,088 4,088 --
Bob D. Allen 31,284 38,939 70,223 0.2%
Jack H. Chambers -- 3,350 3,350 --
James P. Gorter 129,673 491,590 621,263 1.7%
William O. E. Henry -- -- -- --
Robert F. Lloyd -- -- -- --
John H. Pace, Jr. 642,191 -- 642,191 1.8%
David D. Peterson 26,926 -- 26,926 0.1%
Bruce W. Teeters -- 496 496 --
Directors and Officers
as a group (16 persons) 831,760 538,463 1,370,223 3.8%
(1) Does not include 4,400 shares held in trust for his wife who has sole
voting and disposition power over these shares.
(2) Includes shares subject to options that are currently exercisable or
exercisable within 60 days of March 1, 1998: Bob D. Allen, 22,400
shares; Bruce W. Teeters, 8,000 shares; and executive officers as a
group, 30,400 shares.
EXECUTIVE COMPENSATION
The sections which follow provide extensive information pertaining to the
compensation of the executive officers of the Company. This information is
introduced in the Compensation Committee Report on Executive Compensation set
forth below which describes the policies and components of the Company's
Compensation Program.
To provide a context for considering the detailed compensation data, as
well as the policies of the Compensation Committee, there is set forth
immediately below information as to the cumulative shareholder return on the
Company's Common Stock. The graph compares the yearly percentage change in this
return with that of the American Stock Exchange Composite Index and the Real
Estate Industry Index.
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL SHAREHOLDER
RETURN AMONG CONSOLIDATED-TOMOKA LAND CO., AMERICAN
STOCK EXCHANGE INDEX, AND REAL ESTATE INDUSTRY INDEX*
11
MEASUREMENT PERIOD AMEX REAL ESTATE
(FISCAL YEAR COVERED) CTO INDEX INDUSTRY
- - ----------------------------------- ------------ ------------ --------------------
Measurement Pt. - 12/31/92 100 100 100
FYE 12/31/93 120.30 118.81 117.58
FYE 12/31/94 99.78 104.95 113.49
FYE 12/31/95 144.97 135.28 130.36
FYE 12/31/96 147.38 142.74 151.59
FYE 12/31/97 165.56 171.76 208.87
*Due to the unavailability of the previous Housing and Construction Industry
Index, the Real Estate Industry Index has been revised using Real Estate
Subdividers and Developers as the comparable industry group.
COMPENSATION AND STOCK OPTION COMMITTEE REPORT
ON EXECUTIVE COMPENSATION
The Compensation and Stock Option Committee of the Board of Directors
consists solely of independent, outside directors and met one time during 1997.
The committee reviews and approves salary adjustments for officers and key
personnel with salaries in excess of $50,000, administers the Company's Stock
Option Plan, and makes recommendations to the Board with respect to the
Company's Compensation Program for the executive officers named in the following
Summary Compensation Table. The two individuals named in the Summary
Compensation Table are the only persons earning more than $100,000 in annual
compensation who fall within the Securities and Exchange Commission definition
of executive officers.
The annual compensation program includes base pay plus an incentive program
to reward key management employees who are in a position to make
substantial contributions to the success or the growth of the Company and its
subsidiaries. The Company seeks to provide through this program compensation
12
opportunities that are competitive and directly related to Company performance.
All participants in the incentive plan were approved by the compensation
committee. There were seventeen participants in the plan during 1997.
The executive officers are evaluated on performance, corporate and individual,
based on a management-by-objectives system. Corporate performance is based on
the Company's growth in earnings per share and progress on projects and
activities which will have a major effect on future earnings. Individual
performance includes implementation of goals and objectives, strategic planning,
civic involvement, and public affairs. Base pay is designed to provide
competitive rewards for the normal duties associated with the individual's job
description. The incentive pay component is designed to stimulate actions that
contribute to improved operating and financial results. The incentive awards
are based on the achievement of predetermined corporate and individual
performance goals.
The Summary Compensation Table shows the incentive awards (Bonus in the
Table) to the named executive officers for the past three years. For 1997, the
goals for all executive officers included an overall operating and financial
performance target measured by net income plus additional quantitative
indicators. In addition to the 1997 quantified objectives, the Committee
evaluated performance against predetermined qualitative objectives in
determining the amount of incentive awards.
The Summary Compensation Table shows the Options/SAR (Stock Appreciation
Right) Grants to the named executive officers for the past three years. The
exercise price of the options granted was equal to the market value of the
underlying common stock on the date of the grant. Therefore, the value of these
grants to the officers is dependent solely upon the future growth in share value
of the Company's Common Stock. The stock appreciation right entitles the
optionee to receive a supplemental payment which at the election of the
Committee may be paid in whole or in part in cash or in shares of common
stock equal to all or a portion of the spread between the exercise price and
the fair market value of the underlying shares at the time of exercise.
The Company's CEO, Mr. Allen, received a 4% increase in base pay determined
by salary surveys which indicated such an increase was appropriate to maintain
a competitive salary structure. Mr. Allen received a bonus of $50,000, which
was based upon the operating results of the Company and Mr. Allen's individual
performance.
The Committee believes that the components of salary, Stock Options/SARs,
and incentive awards are fair, competitive, and in the best interest of the
Company. Specific salary and incentives are disclosed in the Summary
Compensation Table and the Options/SAR Grants in Last Fiscal Year Table.
13
By the Compensation Committee: John C. Adams, Jr., Chairman
Robert F. Lloyd
SUMMARY COMPENSATION TABLE(a)
LONG TERM
COMPENSATION
AWARDS
Name and Principal FISCAL OTHER ANNUAL OPTIONS/
Position YEAR SALARY BONUS COMPENSATION(b) SARS
Bob D. Allen 1997 $266,616 $50,000 $1,932,105 20,000
President and 1996 256,362 72,000 5,395 20,000
Chief Executive Officer 1995 246,500 75,000 4,897 20,000
Bruce W. Teeters 1997 $167,016 $18,000 $626,113 8,000
Senior Vice President- 1996 160,596 18,000 2,141 8,000
Finance & Treasurer 1995 154,428 20,000 2,205 8,000
(a) 12/31 Fiscal Year
(b) Other compensation includes personal use of company automobile, premium
for term life insurance exceeding $50,000, and exercise of
Stock Options, and Stock Appreciation Rights.
14
OPTIONS/SAR GRANTS IN LAST FISCAL YEAR
% of TOTAL POTENTIAL REALIZABLE
OPTIONS/SARS VALUE AT ASSUMED
# GRANTED TO ANNUAL RATES OF STOCK
OPTIONS/ EMPLOYEES IN DATE PER SHARE EXPIR- PRICE APPRECIATION
NAME SARS FISCAL OF EXERCISE ATION FOR OPTION
GRANTED YEAR GRANT PRICE DATE TERM
5% 10%
Bob D. Allen 20,000 41.7% 01/21/98 $17.62 01/21/08 $221,622 $561,635
Bruce W. Teeters 8,000 16.7% 01/21/98 17.62 01/21/08 88,649 224,654
(a) 20% of options become exercisable one year from the grant date. Options
vest 20% per year over the first five years, and the options expire ten
years from the grant date.
15
DEFERRED COMPENSATION PLANS
Under the Company's Unfunded Deferred Compensation Plan, effective July 1,
1981, fees earned by directors for service on the Board and its committees may
be deferred until the director attains seventy years of age or ceases to be a
member of the Board, whichever occurs first. Under a similar plan effective
October 25, 1982, officers and key employees of the Company may elect to defer
all or a portion of their earnings until such time as the participant ceases to
be an officer or key employee. All sums credited to a participating director,
officer, or employee under either of these plans may be distributed in a lump
sum or in installments over not more than ten calendar years following the end
of the deferral period. The participant will be entitled to elect the size of
the installments and the period over which they will be distributed. The
deferred compensation accrues interest annually at the average rate of return
earned by the Company on its short-term investments. Compensation deferred
pursuant to these plans during 1997 by Officers named in the compensation
table above is included in the table.
PENSION PLAN
The amount of the Company's contributions or accrual on behalf of any
particular participant in the pension plan cannot readily be determined. The
following table shows the estimated annual benefit payable under the pension
plan (utilizing present levels of Social Security benefits) upon retirement to
persons in a range-of-salary and years-of-service classification:
PENSION PLAN TABLE
Final
Average Years of Service
Earnings as 10 20 30 35
of 1/1/97 NRA 65 NRA 65 NRA 65 NRA 65
$ $ $ $ $
50,000 7,242 14,484 21,725 25,346
75,000 11,742 23,484 35,225 41,096
100,000 16,242 32,484 48,725 56,846
125,000 20,742 41,484 62,225 72,596
150,000 25,242 50,484 75,725 88,346
160,000 and Greater* 27,042 54,084 81,125 94,646
16
NRA = normal retirement age
Calendar year of 65th birthday = 1997
1996 Social Security covered compensation level is $29,304
Pension Benefit is Subject to IRC Section 415 Benefit Limitation of $125,000.
*Pensionable Earnings are Subject to IRC Section 401(a)17 Salary Limitation of
$160,000
As of December 31, 1997, the executive officers named in the compensation
table are expected to be credited with years of service under the amended
plan as follows: Mr. Allen, 7 years, and Mr. Teeters, 18 years.
SECTION 16 REPORTING
During 1997, no one subject to Section 16 of the Securities Exchange Act of
1934 (the "Exchange Act") with respect to filing reports of ownership and change
in ownership concerning a registered class of equity securities of the Company
failed to file a timely report required by Section 16(a) of the Exchange Act.
SHAREHOLDER PROPOSALS
Regulations of the Securities and Exchange Commission require that proxy
Statements disclose the date by which shareholder proposals must be received
by the corporate secretary of the Company in order to be included in the
Company's proxy materials for the next annual meeting. In accordance with these
regulations, shareholders are hereby notified that if they wish a proposal to
be included in the Company's proxy statement and form of proxy relating to the
1999 annual meeting, a written copy of their proposal must be received at the
principal executive offices of the Company no later than December 1, 1998. To
ensure prompt receipt by the Company, proposals should be sent certified
mail, return receipt requested. Proposals must comply with the proxy rules
relating to shareholder proposals in order to be included in the Company's
proxy materials.
ANNUAL REPORT
The Company's annual report to shareholders for the fiscal year ended
December 31, 1997 accompanies this proxy statement. Additional copies may be
obtained by writing to the Company at Post Office Box 10809, Daytona Beach,
Florida 32120-0809.
OTHER MATTERS
The Board of Directors of the Company does not intend to bring any other
matters before the meeting, and it does not know of any proposals to be
presented to the meeting by others. If any other matters properly come before
the meeting, however, the persons named in the accompanying proxy will vote
thereon in accordance with their best judgment.
Dated: March 25, 1998
17