Based solely on the Company's review of such forms and written
representations made by certain of such reporting persons, the Company believes
that during the year ended December 31, 1999, all such persons have complied
with the requirements of Section 16(a).
INDEPENDENT PUBLIC ACCOUNTANTS
Ernst & Young LLP has acted as the Company's independent auditors for more
than fifty years. The Board of Directors has selected Ernst & Young LLP to serve
in that capacity again for 2000. A representative of Ernst & Young LLP will be
present at the Annual Meeting, will have an opportunity to make a statement if
he or she desires to do so, and will be available to respond to appropriate
questions. At the Annual Meeting, the shareholders will be asked to ratify and
approve this selection. THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE
FOR THE SELECTION OF ERNST & YOUNG LLP AS THE COMPANY'S INDEPENDENT AUDITORS.
While management has no reason to believe that any other business will be
presented at the Annual Meeting, if any other matters should properly come
before the Annual Meeting, the proxies will be voted as to such matters in
accordance with the best judgment of the proxy holders.
SHAREHOLDER PROPOSALS FOR 2001 ANNUAL MEETING
Shareholder proposals intended to be presented at the 2001 Annual Meeting
and included in the Company's proxy materials relating to such meeting must be
received not later than December 20, 2000. Such proposals must be addressed to
the Secretary of the Company.
The Company will furnish without charge to any shareholder, upon written
request directed to the Secretary of the Company at its address appearing at the
top of the first page of this Proxy Statement, a copy of its most recent Annual
Report on Form 10-K filed with the Securities and Exchange Commission.
By Order of the Board of Directors,
Yvette M. Schiotis
Los Angeles, California
April 17, 2000