<PAGE>   1
 
                                  SCHEDULE 14A
 
                                 (RULE 14a-101)

                    INFORMATION REQUIRED IN PROXY STATEMENT

                            SCHEDULE 14A INFORMATION
                                        
          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
[ ]  Confidential, for Use of the Commission Only (as permitted by 
     Rule 14a-6(e)(2))
[ ]  Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12

                            Lam Research Corporation
--------------------------------------------------------------------------------
                (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)(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 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:

          --------------------------------------------------------------------- 

<PAGE>   2
 
LOGO
 
                            LAM RESEARCH CORPORATION
                            ------------------------
                   NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
                          TO BE HELD ON MARCH 6, 2000
                            ------------------------
 
To the Stockholders:
 
    NOTICE IS HEREBY GIVEN that a Special Meeting of Stockholders of Lam
Research Corporation, a Delaware corporation (the "Company"), will be held on
Monday, March 6, 2000, 11:00 a.m., local time, at the principal executive
offices of the Company at 4650 Cushing Parkway, Fremont, California 94538-6470
(the "Special Meeting"), for the following purpose:
 
    At the Special Meeting, you will be asked to consider and vote on a single
proposal to amend the Certificate of Incorporation of Lam (the "Certificate") to
(1) increase the number of authorized shares of the Company's Common Stock (the
"Common Stock") from its current level of 90,000,000 to 400,000,000 shares and
(2) effect a three-for-one stock split of currently outstanding shares of Common
Stock (the "Stock Split").
 
   
    The increase in the number of authorized shares of Common Stock would make
additional shares available for issuance by the Company for such purposes over
time as the Company's Board of Directors (the "Board") may determine to be
advantageous for the Company, including but not limited to future stock
dividends and stock splits, future employee benefit plans and acquisitions and
the raising of additional capital. The number of outstanding shares of Common
Stock will triple as a result of the Stock Split and the Board anticipates that
the increase in the number of outstanding shares of Common Stock will place the
market price of the Common Stock in a range more attractive to investors. As of
this Proxy Statement, the Board of Directors does not have any agreements,
commitments or plans with respect to the issuance of any additional shares of
Common Stock other than the Stock Split.
    
 
    In the materials accompanying this letter, you will find a Proxy Statement
and a Proxy Card. Please carefully review all of these materials and consider
the information contained in them.
 
    Only stockholders of record at the close of business on January 28, 2000
(the "Record Date") are entitled to notice of and to vote at the Special
Meeting, and for any adjournment thereof.
 
    All stockholders are cordially invited to attend the Special Meeting in
person. However, to assure your representation at the Special Meeting, you are
urged to mark, sign and date the enclosed Proxy Card and return it as promptly
as possible in the postage-prepaid and return-addressed envelope enclosed for
that purpose. However, any stockholder of record attending the Special Meeting
may vote in person, even if he or she has returned a proxy.
 
                                      By Order of the Board of Directors,
 
                                      /s/ Richard H. Lovgren
                                      Richard H. Lovgren
                                      Secretary
 
Fremont, California
   
February 8, 2000
    
 
                             YOUR VOTE IS IMPORTANT
IN ORDER TO ASSURE YOUR REPRESENTATION AT THE MEETING, YOU ARE REQUESTED TO
MARK, SIGN AND DATE THE ENCLOSED PROXY CARD AS PROMPTLY AS POSSIBLE AND RETURN
IT IN THE ENCLOSED RETURN-ADDRESSED ENVELOPE (TO WHICH NO POSTAGE NEED BE
AFFIXED IF MAILED IN THE UNITED STATES).

<PAGE>   3
 
                            LAM RESEARCH CORPORATION
                            ------------------------
 
                                PROXY STATEMENT
                                      FOR
                        SPECIAL MEETING OF STOCKHOLDERS
                          TO BE HELD ON MARCH 6, 2000
 
                               TABLE OF CONTENTS
 
   

<TABLE>
<CAPTION>
                                                              PAGE
                                                              ----
<S>                                                           <C>
Information Concerning Solicitation and Voting..............   1
Security Ownership of Certain Beneficial Owners and
  Management................................................   2
Proposal No. 1 -- Approval of Amendment of the Certificate
  of Incorporation of the Company...........................   3
Other Matters...............................................   5
</TABLE>

    
 
                                        i

<PAGE>   4
 
                            LAM RESEARCH CORPORATION
                            ------------------------
 
              PROXY STATEMENT FOR SPECIAL MEETING OF STOCKHOLDERS
 
                          TO BE HELD ON MARCH 6, 2000
 
                 INFORMATION CONCERNING SOLICITATION AND VOTING
 
GENERAL
 
     The enclosed proxy is solicited on behalf of Lam Research Corporation, a
Delaware corporation (the "Company"), for use at the Special Meeting of
Stockholders to be held on Monday, March 6, 2000, at 11:00 a.m., local time (the
"Special Meeting"), or for any adjournment thereof, for the purposes set forth
herein and in the accompanying Notice of Special Meeting of Stockholders. The
Special Meeting will be held at the principal executive offices of the Company
at 4650 Cushing Parkway, Fremont, California 94538-6470. The Company's telephone
number at that location is (510) 659-0200.
 
   
     These proxy solicitation materials are being mailed on or about February 8,
2000 to all stockholders entitled to vote at the meeting.
    
 
RECORD DATE AND PRINCIPAL SHARE OWNERSHIP
 
   
     Stockholders of record at the close of business on January 28, 2000 (the
"Record Date") are entitled to receive notice of and to vote at the Special
Meeting. At the Record Date, 40,547,716 shares of the Company's Common Stock
were outstanding.
    
 
REVOCABILITY OF PROXIES
 
     Any proxy given pursuant to this solicitation may be revoked by the person
giving it at any time before its use by delivering to the Company a written
notice of revocation or a duly executed proxy bearing a later date, or by
attending the Special Meeting and voting in person. However, attending the
Special Meeting in and of itself does not constitute a revocation of a proxy.
 
VOTING AND SOLICITATION
 
     Each share has one vote. Accordingly, each stockholder entitled to vote on
matters submitted at the Special Meeting may cast a number of votes for each
matter equal to the number of shares that such stockholder holds as of the
Record Date. Under Delaware law, and the Company's By-laws, no business shall be
transacted at the Special Meeting except for the matter set forth in the
accompanying Notice of Special Meeting of Stockholders (which matter is further
described below in this Proxy Statement).
 
     Votes cast by proxy or in person at the Special Meeting will be tabulated
by the Inspector of Elections (the "Inspector"). The Inspector will also
determine whether or not a quorum is present. The approval of the matter
submitted herein will require the affirmative vote of a majority of the shares
of the Company's Common Stock issued and outstanding as of the Record Date and
entitled to vote at the Special Meeting.
 
     In general, Delaware law also provides that a quorum consists of a majority
of the shares entitled to vote at the meeting. The Inspector will treat
abstentions as shares that are present or represented and entitled to vote for
purposes of determining the presence of a quorum, but will not treat abstentions
as votes in favor of approving the matter submitted herein to the stockholders
for a vote. Thus, abstentions have the same effect in this regard as negative
votes. Any proxy which is properly dated, executed and returned using the form
of proxy enclosed will be voted at the Special Meeting in accordance with the
instructions of the stockholder. If no specific instructions are given, the
shares will be voted for approval of the matter submitted herein and, with
respect to any other matter or matters that may come before the meeting, as the
proxy holders deem
 
                                        1

<PAGE>   5
 
advisable in accordance with their best judgment. If a broker indicates on the
enclosed proxy or its substitute that it does not have discretionary authority
as to certain shares to vote on the matter submitted herein ("broker
non-votes"), those shares will not be considered as present or represented with
respect to that matter. Shares as to which proxy authority has been withheld
with respect to the matter submitted herein will not be considered as present or
represented with respect to that matter. All broker non-votes and any other
shares for which proxy authority has been withheld will not be counted for the
purpose of determining a quorum, but will otherwise have the same effect on the
matter submitted herein as a negative vote on the matter. The Company believes
that the tabulation procedures to be followed by the Inspector are consistent
with the general statutory requirements in Delaware concerning voting of shares
and determination of a quorum.
 
   
     The cost of soliciting proxies will be borne by the Company. The Company
has retained the services of ChaseMellon Shareholder Services ("ChaseMellon") to
act as agent in the solicitation of proxies from bankers, bank nominees and
other institutional owners. The Company estimates that it will pay ChaseMellon a
fee of approximately $5,000.00 for its services and will reimburse ChaseMellon
for certain out-of-pocket expenses. The Company may reimburse brokerage firms
and other persons representing beneficial owners of shares for their expenses in
forwarding solicitation materials to such beneficial owners. Proxies may also be
solicited by certain of the Company's directors, officers and regular employees,
without additional compensation, personally or by telephone or other
communication means.
    
 
                         SECURITY OWNERSHIP OF CERTAIN
                        BENEFICIAL OWNERS AND MANAGEMENT
 
   
     The table below sets forth the beneficial ownership of shares of Common
Stock of the Company by: (i) each person or entity whom, based on information
obtained, the Company believes beneficially owned more than 5% of the Company's
Common Stock, and the address of each such person or entity ("5% stockholder");
(ii) each current director of the Company; (iii) each named executive officer;
and (iv) all current directors and current executive officers as a group. With
the exception of 5% stockholders, the information below concerning the number of
shares beneficially owned is provided with respect to holdings as of December
31, 1999. With respect to the 5% stockholders, the information below is provided
with respect to
    
 
                                        2

<PAGE>   6
 
   
holdings as of September 30, 1999 (unless otherwise specified). The percent of
class is calculated using 40,120,649 as the number of shares of the Company's
Common Stock outstanding as of December 31, 1999.
    
 
   

<TABLE>
<CAPTION>
                                                              SHARES BENEFICIALLY    PERCENT OF
            NAME OF PERSON OR IDENTITY OF GROUP                      OWNED             CLASS
            -----------------------------------               -------------------    ----------
<S>                                                           <C>                    <C>
Fidelity Management & Research..............................        5,791,000(1)       14.43%
  82 Devonshire Street
  Boston, Massachusetts 02109
James W. Bagley.............................................          844,000(2)        2.10%
Roger D. Emerick............................................          120,185(2)           *
David G. Arscott............................................           72,539(2)           *
Richard J. Elkus, Jr........................................           35,240(2)           *
Jack R. Harris..............................................           48,000(2)           *
Grant M. Inman..............................................           76,233(2)           *
Kenneth M. Thompson.........................................            6,000(2)           *
Stephen G. Newberry.........................................          128,334(2)           *
Hsui-Sheng (Way) Tu.........................................           77,855(2)           *
Mercedes Johnson............................................           29,333(2)           *
Richard H. Lovgren..........................................           21,649(2)           *
All current directors and current executive officers as a
  group
  (14 persons)..............................................        1,537,711(3)        3.84%
</TABLE>

    
 
---------------
 *  Less than one percent
 
   
(1) This information was obtained from the Nasdaq National Market, Inc., and was
    identified as representing the entity's quarterly 13F filing reflecting
    holdings as of September 30, 1999.
    
 
   
(2) Includes 757,000, 104,582, 42,000, 24,450, 42,000, 42,000, 6,000, 58,334,
    62,214, 26,300 and 19,380 shares subject to outstanding options that are
    currently exercisable or exercisable within 60 days after December 31, 1999,
    in favor of Mr. James W. Bagley, Mr. Roger D. Emerick, Mr. David G. Arscott,
    Mr. Richard J. Elkus, Jr., Mr. Jack R. Harris, Mr. Grant M. Inman, Mr.
    Kenneth M. Thompson, Mr. Stephen G. Newberry, Mr. Hsui-Sheng (Way) Tu, Ms.
    Mercedes Johnson and Mr. Richard H. Lovgren, respectively, and 78,343 shares
    in favor of all other current executive officers as a group.
    
 
(3) Current directors and current executive officers include: Mr. James W.
    Bagley, Mr. Roger D. Emerick, Mr. David G. Arscott, Mr. Richard J. Elkus,
    Jr., Mr. Jack R. Harris, Mr. Grant M. Inman, Mr. Kenneth M. Thompson, Mr.
    Stephen G. Newberry, Mr. Hsui-Sheng (Way) Tu, Ms. Mercedes Johnson, Mr.
    Richard H. Lovgren, Mr. Craig Garber, Mr. Gregor A. Campbell and Mr. David
    E. Bayly.
 
                                 PROPOSAL NO. 1
 
            TO APPROVE AMENDMENT OF THE CERTIFICATE OF INCORPORATION
              OF THE COMPANY TO INCREASE THE NUMBER OF AUTHORIZED
              SHARES OF COMMON STOCK TO 400,000,000 AND TO EFFECT
                          A THREE-FOR-ONE STOCK SPLIT
 
     The Certificate of Incorporation of the Company currently authorizes an
aggregate of 95,000,000 shares of capital stock, consisting of 5,000,000 shares
of Preferred Stock (par value $0.001 per share) and 90,000,000 shares of Common
Stock (par value $0.001 per share). The proposed amendment to the Certificate of
Incorporation would (1) increase the number of authorized shares of Common Stock
to 400,000,000, thus bringing the total number of authorized shares of capital
stock for all classes to 405,000,000, and (2) effect a three-for-one stock split
by changing and converting each of the issued and outstanding shares of Common
Stock of the Company to three shares of Common Stock. The additional shares of
Common Stock for which authorization is sought, a portion of which would be
issued through the proposed stock split, would be a part of the existing class
of Common Stock and, if and when issued, would have the same rights and
privileges as the
 
                                        3

<PAGE>   7
 
currently outstanding shares of Common Stock. This increase would be
accomplished by amending the first paragraph of Article "FOURTH" of the

Certificate of Incorporation to read as follows:
 
     FOURTH:  The total number of shares of all classes of stock which the
              Corporation shall have authority to issue is Four Hundred Five
              Million (405,000,000) shares, consisting of Four Hundred Million
              (400,000,000) shares of Common Stock, par value $0.001 per share
              (the "Common Stock"), and Five Million (5,000,000) shares of
              Preferred Stock, par value $0.001 per share (the "Preferred
              Stock"). At the effective time of this Certificate of Amendment to
              the Certificate of Incorporation, each of the issued and
              outstanding shares of Common Stock of the Corporation shall be
              changed and converted into Three (3) shares of Common Stock of the
              Corporation.
 
To become effective, the amendment must be approved by an affirmative vote of a
majority of shares of Common Stock issued and outstanding as of the Record Date.
 
PURPOSES AND EFFECTS OF PROPOSED INCREASE IN THE NUMBER OF AUTHORIZED SHARES OF
COMMON STOCK
 
   
     The increase would make additional shares of Common Stock available for
issuance for such purposes as the Company's Board of Directors may determine to
be advantageous for the Company, including but not limited to future stock
dividends and stock splits, future employee benefit plans and acquisitions and
the raising of additional capital. Except with respect to shares that will be
issued through means of the stock split and shares reserved for issuance under
the Company's stock option plans or sale under the Company's employee stock
purchase plans, as of the date of this Proxy Statement the Board of Directors
does not have any agreements, commitments or plans with respect to the issuance
of any additional shares of Common Stock. If the Board of Directors deems it to
be in the interests of the Company and its stockholders to issue additional
shares of Common Stock in the future, the Board of Directors generally will not
seek further authorization by vote of the Company's stockholders (unless such
authorization is otherwise required by law or regulation). The proposal to
increase the number of authorized shares of Common Stock was approved by the
Board of Directors by unanimous vote on January 21, 2000.
    
 
     The increase in the number of authorized shares of Common Stock could have
an anti-takeover effect. If the Company's Board of Directors desired to issue
additional shares in the future, such issuance could dilute the voting power of
a person seeking control of the Company, thereby deterring or rendering more
difficult a merger, tender offer, proxy contest or an extraordinary corporate
transaction opposed by the Company. However, the matter submitted herein is not
being recommended in response to any specific effort of which the Company is
aware to obtain control of or to acquire the Company.
 
PURPOSES AND EFFECTS OF PROPOSED THREE-FOR-ONE COMMON STOCK SPLIT
 
   
     The Board of Directors anticipates that the increase in the number of
outstanding shares of Common Stock of the Company resulting from a three-for-one
stock split will place the market price of the Common Stock in a range more
attractive to investors, particularly individuals. The Common Stock is listed
for trading on the Nasdaq Stock Market, and the Company will apply for listing
of the additional shares of Common Stock to be issued in the event the proposed
stock split is approved. If the proposed amendment is adopted, each stockholder
of record at the close of business on March 7, 2000 would be the record owner
of, and entitled to receive, a certificate or certificates representing two
additional shares of Common Stock, par value $0.001 per share, for each share of
Common Stock then owned of record by such stockholder. Certificates representing
shares of Common Stock should be retained by each stockholder and should not be
returned to the Company or to its transfer agent. It will not be necessary to
submit outstanding certificates for exchange. In addition, appropriate
adjustments will be made to the Company's stock option, stock purchase and other
employee incentive plans.
    
 
     If effected, the proposed stock split will result in certain appropriate
adjustments to terms of the Company's Series A Junior Participating Preferred
Stock (the "Series A Preferred"). The rights agent for the Series A Preferred
will be separately notified of those adjustments.
 
                                        4

<PAGE>   8
 
     The Company is of the opinion that the proposed stock split would result in
no gain or loss or realization of taxable income to owners of Common Stock under
existing United States federal income tax laws. The cost basis for tax purposes
of each new share and each retained share of Common Stock would be equal to one-
third of the cost basis for tax purposes of the corresponding share immediately
preceding the stock split. In addition, the holding period for the additional
shares issued pursuant to the stock split would be deemed to be the same as the
holding period for the original share of Common Stock. The laws of jurisdictions
other than the United States may impose income taxes on the issuance of the
additional shares and stockholders are urged to consult their tax advisors.
 
     If stockholders dispose of their shares after the stock split, they may pay
higher brokerage commissions on the same relative interest in the Company
because that interest is represented by a greater number of shares. Stockholders
may wish to consult their brokers to ascertain the brokerage commission that
would be charged for disposing of the greater number of shares. If the proposed
amendment is adopted, the shareholders' equity accounts of the Company will
increase because the par value of a share of Common Stock after the split will
remain unchanged at $0.001 per share, while the number of shares issued and
outstanding will triple.
 
               THE BOARD OF DIRECTORS OF LAM RESEARCH CORPORATION
                   UNANIMOUSLY RECOMMENDS A VOTE FOR APPROVAL
            OF THE AMENDMENT TO LAM'S CERTIFICATE OF INCORPORATION.
 
                                 OTHER MATTERS
 
OTHER INFORMATION
 
     The only business to be conducted and acted upon at the Special Meeting is
the approval of the Amendment to the Certificate of Incorporation. Under
Delaware law, and the Company's By-laws, no other business shall be transacted
at this Special Meeting. However, should any other matters properly come before
the meeting, it is the intention of the proxy holders named in the enclosed form
of proxy to vote the shares they represent as the Board of Directors may
recommend. As of the date of this Proxy Statement, the Company knows of no other
matters to be submitted at the Special Meeting.
 
   
PROPOSALS OF STOCKHOLDERS
    
 
   
     Stockholders who intend to have a proposal considered for inclusion in the
Company's proxy materials for presentation at the 2000 Annual Meeting of
Stockholders must submit the proposal to the Company no later than June 14,
2000. Shareholders who intend to present a proposal at the 2000 Annual Meeting
of Stockholders without inclusion of such proposal in the Company's proxy
materials are required by the Company's By-laws to provide notice of such
proposal to the Company not less than 60 days and not more than 90 days prior to
the date of the 2000 Annual Meeting which the Company currently expects to be on
or about November 2, 2000. The Company reserves the right to reject, rule out of
order, or take other appropriate action with respect to any proposal that does
not comply with these and other applicable requirements.
    
 
     It is important that your stock be represented at the meeting, regardless
of the number of shares that you hold. You are, therefore, urged to execute and
return, at your earliest convenience, the accompanying Proxy Card in the
envelope which has been enclosed.
 
                                          By Order of the Board of Directors,
 

                                          /s/ Richard H. Lovgren
                                          Richard H. Lovgren
                                          Secretary
 
Fremont, California
   
Dated: February 8, 2000
    
 
                                        5

<PAGE>   9
PROXY

         THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
                            LAM RESEARCH CORPORATION
                             IN CONJUNCTION WITH THE
                         SPECIAL MEETING OF STOCKHOLDERS
                                  TO BE HELD ON
                                  MARCH 6, 2000

The undersigned stockholder of LAM RESEARCH CORPORATION, a Delaware corporation
(the "Company"), hereby acknowledges receipt of the Notice of Special Meeting of
Stockholders and Proxy Statement, each dated February 8, 2000, and hereby
appoints James W. Bagley and Richard H. Lovgren, or either of them, proxies and
attorneys-in-fact, with full power to each of substitution, on behalf and in the
name of the undersigned, to represent the undersigned at the Special Meeting of
Stockholders of LAM RESEARCH CORPORATION to be held on Monday, March 6, 2000, at
11:00 a.m., local time, at the principal executive offices of the Company at
4650 Cushing Parkway, Fremont, California 94538-6470, and for any adjournment or
adjournments thereof, and to vote all shares of Common Stock which the
undersigned would be entitled to vote if then and there personally present, on
the matter set forth below. Under Delaware law and the Company's By-laws, no
business shall be transacted at a special meeting other than the matter stated
in the accompanying Notice of Meeting, which matter is set forth below. However,
should any other matter or matters properly come before the Special Meeting, or
any adjournment or adjournments thereof, it is the intention of the proxy
holders named above to vote the shares they represent upon such other matter or
matters in their discretion.

THIS PROXY WILL BE VOTED AS DIRECTED OR, IF NO CONTRARY DIRECTION IS INDICATED,
WILL BE VOTED FOR APPROVAL OF THE PROPOSAL TO APPROVE AMENDMENT OF THE

CERTIFICATE OF INCORPORATION TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF
COMMON STOCK AND TO EFFECT A THREE-FOR-ONE STOCK SPLIT AND, AS SAID PROXIES DEEM
ADVISABLE, ON SUCH OTHER MATTER OR MATTERS AS MAY PROPERLY COME BEFORE THE
MEETING.

                  CONTINUED AND TO BE SIGNED ON REVERSE SIDE

--------------------------------------------------------------------------------
                              FOLD AND DETACH HERE

                            YOUR VOTE IS IMPORTANT!

                        YOU CAN VOTE IN ONE OF TWO WAYS:

1. Call TOLL FREE 1-800-840-1208 on a Touch Tone telephone and follow the
instructions on the reverse side. There is NO CHARGE to you for this call.

                                       OR

2. Mark, sign and date your proxy card and return it promptly in the enclosed
envelope.

                                  PLEASE VOTE



<PAGE>   10
                                                                     Please mark
                                                                   your votes as
                                                                    indicated in
                                                               this example. [X]



THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF THE COMPANY.




1. Proposal to Approve Amendment of the Certificate of Incorporation of the
Company to i) Increase the Number of Authorized Shares of Common Stock to
400,000,000 and ii) Effect a Three-for-One Stock Split by Changing and
Converting Each Issued and Outstanding Share of Common Stock to Three (3) Shares
of Common Stock:

      For         Against           Abstain
      |_|             |_|               |_|

(This Proxy should be marked, dated and signed by the stockholder(s) exactly as
his or her name appears hereon, and returned promptly in the enclosed envelope.
Persons signing in a fiduciary capacity should so indicate. If shares are held
by joint tenants or as community property, all such stockholders should sign.)

Signature(s):

-----------------------------------------------------

-----------------------------------------------------

Dated:
       ----------------------------

Please mark, sign, date and return the proxy card promptly, using the enclosed
return-addressed and postage-paid envelope.
--------------------------------------------------------------------------------
                              FOLD AND DETACH HERE

                               VOTE BY TELEPHONE

                          QUICK --- EASY --- IMMEDIATE

Your telephone vote authorizes the named proxies to vote your shares in the
same manner as if you marked, signed and returned your proxy card.

o You will be asked to enter a Control Number which is located in the box in
the lower right hand corner of this form.

OPTION #1: To vote as the Board of Directors recommends on ALL proposals: Press
1.

              WHEN ASKED, PLEASE CONFIRM YOUR VOTE BY PRESSING 1.

OPTION #2: If you choose to vote on each proposal separately, press 0. You will
hear these instructions:

     Proposal 1: To vote FOR, press 1: AGAINST, Press 9; ABSTAIN, press 0.

The instructions are the same for all remaining proposals.

              WHEN ASKED, PLEASE CONFIRM YOUR VOTE BY PRESSING 1.

          PLEASE DO NOT RETURN THE ABOVE PROXY CARD IF VOTED BY PHONE.



CALL -- TOLL FREE --  ON A TOUCH TONE TELEPHONE
     1-800-840-1208 - ANYTIME
There is NO CHARGE to you for this call.