SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
| Filed by the Registrantý | ||
| Filed by a Party other than the Registranto | ||
Check the appropriate box: | ||
| o | Preliminary Proxy Statement | |
| o | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) | |
| ý | Definitive Proxy Statement | |
| o | Definitive Additional Materials | |
| o | Soliciting Material Pursuant to §240.14a-12 | |
Paulson Capital Corp. | ||||
(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): | ||||
| ý | No fee required | |||
| o | 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: | |||
| o | Fee paid previously with preliminary materials. | |||
| o | 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: | |||
May 10, 2002
Dear Stockholder:
The 2002 Annual Meeting of Stockholders of Paulson Capital Corp. (the "Company") will be held at the Company's headquarters, 811 SW Naito Parkway, Portland, Oregon 97204 in the third-floor conference room on Thursday, June 13, 2002 at 2:00 p.m. (PDT).
The attached material includes the Notice of Annual Meeting and the Proxy Statement, which describes the business to be transacted at the meeting. We ask that you give them your careful attention.
As in the past, we will be reporting on your Company's activities and you will have an opportunity to ask questions about its operations.
We hope that you are planning to attend the Annual Meeting personally, and we look forward to seeing you. It is important that your shares be represented at the meeting whether or not you are able to attend in person. Accordingly, the return of the enclosed proxy as soon as possible will be greatly appreciated and will ensure that your shares are represented at the Annual Meeting. If you do attend the Annual Meeting, you may, of course, withdraw your proxy if you wish to vote in person.
On behalf of the Board of Directors of Paulson Capital Corp., I would like to thank you for your continued support and confidence.
| Sincerely, | ||
| Chester L.F. Paulson Chairman of the Board |
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD
June 13, 2002
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of Paulson Capital Corp. (the "Company") will be held at the Company's headquarters, 811 SW Naito Parkway, Portland, Oregon in the third-floor conference room on Thursday, June 13, 2002 at 2:00 p.m. (PDT) for the following purposes:
Holders of Common Stock of record as of the close of business on May 10, 2002 are entitled to receive notice of and vote at the Annual Meeting.
It is important that your shares be represented at the Annual Meeting. For that reason, we ask that you promptly sign, date and mail the enclosed proxy card in the return envelope provided. Stockholders who attend the Annual Meeting may revoke their proxies and vote in person.
| By order of the Board of Directors | ||
| Jacqueline M. Paulson Secretary |
Portland, Oregon
May 10, 2002
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PAULSON CAPITAL CORP.
811 SW Naito Parkway
Portland, Oregon 97204
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
JUNE 13, 2002
This Proxy Statement and the accompanying Notice of Annual Meeting and form of proxy are being furnished to the stockholders of Paulson Capital Corp. (the "Company") in connection with the solicitation of proxies by the Board of Directors of the Company for use at the 2002 Annual Meeting of Stockholders of the Company (the "Annual Meeting") to be held in the third-floor conference room of the Company's headquarters, 811 SW Naito Parkway, Portland, Oregon on Thursday, June 13, 2002 at 2:00 p.m. (PDT) and any adjournments thereof. These proxy materials are being mailed on or about May 10, 2002 to holders of record on May 10, 2002 of the Company's Common Stock.
The Company
The Company, which was incorporated under the laws of the state of Oregon in 1970, is a holding company which, through its wholly owned subsidiary, Paulson Investment Company, Inc. ("PIC"), engages in a full service brokerage business, including the purchase and sale of securities from and to the public and for its own account and in investment banking activities.
Voting Securities
Holders of record at the close of business on May 10, 2002 of the Company's Common Stock, no par value, ("Common Stock") are entitled to notice of and to vote at the Annual Meeting and any adjournments thereof. Each outstanding share of Common Stock entitles the holder to one vote. The Company's Articles of Incorporation do not provide for cumulative voting.
On May 10, 2002, 3,158,562 shares of Common Stock were outstanding. The presence in person or by proxy at the Annual Meeting of the holders of a majority of these shares constitutes a quorum.
Revocability of Proxies
A proxy may be revoked by a stockholder prior to its exercise by written notice to the Secretary of the Company, by submission of another proxy bearing a later date or by voting in person at the Annual Meeting. Such notice or later proxy will not affect a vote on any matter taken prior to the receipt thereof by the Company. The mere presence at the Annual Meeting of the stockholder appointing the proxy will not revoke the appointment. If not revoked, the proxy will be voted at the Annual Meeting in accordance with the instructions indicated on the proxy by the stockholder or, if no instructions are indicated, will be votedFOR the slate of directors.
Solicitation
All expenses of the Company in connection with this solicitation will be borne by the Company. In addition to solicitation by mail, proxies may be solicited by directors, officers and other employees of the Company and its subsidiary by telephone, telex, fax, in person or otherwise without additional compensation. The Company will also request brokerage firms, nominees, custodians and fiduciaries to forward proxy material to the beneficial owners of shares held of record by such persons and will reimburse such persons for their reasonable out-of-pocket expenses in forwarding such material.
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STOCK OWNERSHIP OF PRINCIPAL OWNERS AND MANAGEMENT
The following table provides information concerning persons known to the Company to be the beneficial owners of more than 5 percent of the Company's outstanding Common Stock as of March 31, 2002, and sets forth the number of shares of Common Stock beneficially owned by each director, each Named Executive, as defined in the Executive Compensation table below, of the Company and by all directors of the Company and executive officers of the Company or PIC as a group:
| Name and Address of Beneficial Owner(1) | Shares Beneficially Owned(2) | Percent of Outstanding Shares Beneficially Owned | |||
|---|---|---|---|---|---|
| Chester L.F. and Jacqueline M. Paulson(3) | 1,563,977 | (4) | 49.1 | % | |
Steven Kleemann | 372,900 | (5) | 11.8 | % | |
Charles P.A. and Amy Paulson | 269,549 | (6) | 8.5 | % | |
Paul Shoen | 20,627 | (7) | 0.7 | % | |
Glen Davis | 17,000 | (8) | 0.5 | % | |
Shannon P. Pratt | 10,000 | (9) | 0.3 | % | |
John Westergaard | 5,000 | (10) | 0.2 | % | |
Scott Weber | 51,752 | (11) | 1.6 | % | |
Lorraine Maxfield | 10,100 | (12) | 0.3 | % | |
Harry Striplin | 27,000 | (13) | 0.9 | % | |
All Directors and Executive Officers as a group (13 persons) | 2,102,061 | (14) | 64.0 | % |
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The Company's compensation structure consists of base salary and cash bonuses as well as potential long-term compensation through profit sharing and stock options. These components are administered with the goal of providing total compensation that is competitive in the marketplace, rewards successful financial performance and aligns executive officers' interest with those of stockholders.
Bonus amounts are based upon a percentage fixed by the Board of Directors of a bonus pool based upon PIC's profits, if any. For 2002, the Board has authorized 15 percent of PIC's pretax income up to $1 million and 10 percent of pretax income thereafter to be placed into the bonus pool. For 1999, the bonus pool calculation was $1,354,336, but the Board of Directors reduced actual bonus payments to officers and directors to $1,050,000. For 2000, the bonus pool calculation was $447,078, but the Board of Directors reduced actual bonus payments to officers and directors to $400,000. For 2001, the bonus pool calculation was $1,277,058, but the Board of Directors reduced the bonus pool to $550,000.
Retirement benefits for employees of the Company, who have completed certain service requirements, are provided by a defined contribution profit-sharing plan. The profit-sharing plan provides for annual contributions at the discretion of PIC's Board of Directors that are allocated to participants' accounts in proportion to their compensation. Of the amount allocated to an individual, 20 percent, 40 percent, 60 percent, 80 percent and 100 percent is vested after two, three, four, five and six years of service, respectively. In the event of death, retirement at or after age 59, or termination of employment because of disability, the participant immediately becomes entitled to 100 percent of his or her account. Contributions to the profit-sharing plan for the years ended December 31, 2001 and 2000 were $400,000 and $300,000, respectively. No portion of the Company's contributions to the profit-sharing plan became vested during fiscal 2001 with respect to any executive officer or director. Retirement benefits are based on the investment performance of each participant's account under the profit-sharing plan.
PIC has a key employee stock purchase plan. Under the stock purchase plan, PIC will match funds (up to $25,000) committed by key employees for the purchase of shares of the Company's common stock. The committed and matching funds will be used by PIC to purchase stock of the Company in the open market or by negotiated transactions. One half of the shares will be resold to the participating employee and one half of the shares will be transferred to the employee for no cash consideration. The named participants, the number of shares purchased in the open market and the amount of matching funds will be at the discretion of the Board of Directors of PIC. No participants were named and no purchases of common stock under the stock purchase plan were made during 2001 or 2000.
The Company has a 1999 Stock Option Plan (the "Option Plan"). The Option Plan provides for the grant of incentive options and nonqualified options. Stock options are granted under the Option Plan both to reward past performance and to motivate future performance. The term and conditions of stock options granted under the Option Plan are determined by the Board of Directors. Under the Option Plan, a maximum of 500,000 shares of the Company's common stock may be issued. Unless otherwise determined by the Board of Directors, in the event the employment of any optionee by the Company or a subsidiary terminates by retirement or for any reason other than because of death or physical disability, the term of any exercisable option shall end not later than three months after the date of the termination of employment.
The following table sets forth certain information concerning the compensation for services in all capacities to the Company and its subsidiary for the fiscal years ended December 31, 2001, 2000 and 1999 of those persons who were, at December 31, 2001, the Chief Executive Officer of the Company
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and the four other most highly compensated executive officers of the Company in 2001 (the "Named Executives").
| | | | | Long Term Compensation | | |||||
|---|---|---|---|---|---|---|---|---|---|---|
| | | | | All Other Compensation | ||||||
| | Annual Compensation | Securities Underlying Options (# Shares) | ||||||||
| Name and Principal Position | ||||||||||
| Year | $ Salary(1) | $ Bonus | $ (2)(3) | |||||||
| Chester L.F. Paulson, President | 2001 2000 1999 | 397,734 1,040,857 351,621 | 60,000 45,000 175,000 | — — 14,000 | 21,596 2,788,206 30,000 | |||||
Glen Davis, President of PIC | 2001 2000 1999 | 181,016 482,377 320,512 | 60,000 45,000 125,000 | — — 14,000 | 21,596 14,056 30,000 | |||||
Scott Weber, Senior VP, Trading | 2001 2000 1999 | 247,878 381,322 324,735 | 40,000 30,000 75,000 | — — 12,000 | 21,596 14,056 30,000 | |||||
Lorraine Maxfield, Senior VP, Research | 2001 2000 1999 | 63,934 59,173 52,610 | 20,000 15,000 35,000 | — — 7,000 | 60,553 1,024,292 138,044 | |||||
Harry Striplin, Senior VP, Compliance | 2001 2000 1999 | 70,146 71,023 67,288 | 40,000 30,000 75,000 | — — 12,000 | 14,047 12,285 14,706 | |||||
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STOCK OPTION GRANTS IN LAST FISCAL YEAR
No stock options were granted to the Named Executives pursuant to the Company's 1999 Stock Option Plan during the year ended December 31, 2001.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
Shown below is information with respect to the unexercised options to purchase the Company's common stock granted under the Company's 1999 Stock Option Plan to the Named Executives. None of the Named Executives exercised any stock options during 2001.
| | Number of Shares Underlying Unexercised Options at FY-End | Value of Unexercised In-the-Money Options at FY-End(1) | |||||||
|---|---|---|---|---|---|---|---|---|---|
| Name | |||||||||
| Exercisable | Unexercisable | Exercisable | Unexercisable | ||||||
| Chester Paulson | 14,000 | 0 | $ | 32,375 | 0 | ||||
| Glen Davis | 14,000 | 0 | $ | 32,375 | 0 | ||||
| Scott Weber | 12,000 | 0 | $ | 27,750 | 0 | ||||
| Lorraine Maxfield | 7,000 | 0 | $ | 16,188 | 0 | ||||
| Harry Striplin | 12,000 | 0 | $ | 27,750 | 0 | ||||
PROPOSAL NO. 1
ELECTION OF DIRECTORS
The Board of Directors has nominated and recommends the election of each of the nominees set forth below in the table as a director to serve until the next Annual Meeting of Stockholders or until his or her successor is duly elected and qualified. Each nominee is currently a director of the Company.
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DIRECTORS AND EXECUTIVE OFFICERS
| Name, Age, Public Directorships and Principal Occupations During Past Five Years | Director Since | |
|---|---|---|
| Nominees: | ||
| Chester L.F. Paulson, Age 65 Chairman of the Board; President of the Company; Director of Corporate Finance of PIC | 1970 | |
Jacqueline M. Paulson, Age 62 Secretary-Treasurer of the Company; Secretary-Treasurer of PIC | 1976 | |
Glen Davis, Age 46 President of PIC since 2/98 (Senior Vice President of PIC prior to 2/98) | 1999 | |
Steve Kleemann, Age 61 Private investor | 2001 | |
Shannon P. Pratt, Age 68 Managing Director, Founder—Willamette Management Associates, a business valuation firm | 1998 | |
Paul Shoen, Age 45 Chairman of the Board of Directors and Chief Executive Officer of Panetechnicon Aviation, an operator and lessor of aircraft; private investor; Director —AMERCO, the parent company of U-Haul Trucking Rental, from 2/97 to 8/98 | 1998 | |
John Westergaard, Age 70 Publisher/Editor of Westergaard Online Systems, Inc., an Internet publisher of financial "webzines" | 1998 | |
Other Executive Officers: | Employee Since | |
Trent Davis, Age 34 Senior Vice President, Syndicate/National Sales (Vice President/Syndicate prior to 6/01) | 1996 | |
Lorraine Maxfield, Age 51 Senior Vice President, Research | 1983 | |
Tracy Parker, Age 39 Senior Vice President, Syndicate/Management (Vice President/Syndicate prior to 6/01) | 1986 | |
Carol Rice, Age 51 Senior Vice President, Accounting | 1975 | |
Harry Striplin, Age 44 Senior Vice President, Compliance | 1991 | |
Scott Weber, Age 42 Senior Vice President, Trading | 1982 |
If any nominee becomes unable or unwilling to accept nomination or election, it is intended that the persons named in the enclosed proxy will vote the shares that they represent for the election of a nominee designated by the Board of Directors, unless the Board reduces the number of directors.
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If a quorum of shareholders is present at the Annual Meeting, the seven nominees for election as directors who receive the greatest number of votes cast at the meeting will be elected directors.
Chester L.F. Paulson and Jacqueline M. Paulson are husband and wife.
Two companies affiliated with John Westergaard, Westergaard.com, Inc. ("WCI") and its wholly owned subsidiary Westergaard Broadcasting Network.com, Inc. ("WBN"), are each subject to court orders enjoining them from violating Section 17(b) of the Securities Act of 1933 (the "Act") by describing a security, though not purporting to be offering such security for sale, for consideration received or to be received without disclosing the receipt of such consideration and its amount. These orders were issued pursuant to a complaint filed by the Securities and Exchange Commission against Mr. Westergaard, WCI and WBN alleging that they violated Section 17(b) of the Act by disseminating favorable information regarding certain small-cap, publicly traded companies without adequately disclosing that the companies were paying for such coverage. Consent decrees neither admitting to nor denying violations of Section 17(b) of the Securities Act of 1933 were entered into in October 2000 and August 2001 with the Securities and Exchange Commission by John Westergaard and two affiliated companies, Westergaard.com, Inc. and WBN.
ADDITIONAL INFORMATION CONCERNING THE BOARD OF DIRECTORS
Board and Committee Meetings
The Board of Directors held three meetings during 2001 and the audit committee held two meetings. Each current director attended, in person or by teleconference, at least 75 percent of the aggregate of (i) the total number of meetings of the Board, and (ii) the number of meetings held by all the committees of the Board on which he or she served.
The Board of Directors has an audit committee. The audit committee reviews and makes recommendations to the Board of Directors concerning our internal accounting procedures, reviews and consults with our independent accountants on the accounting principles and auditing practices used for its financial statements and makes recommendations to the Board of directors concerning the engagement of independent accountants and the scope of the audit to be undertaken by the accountants. The current members of the audit committee are Mr. Westergaard, Dr. Pratt and Mr. Shoen.
The Board of Directors does not have executive, compensation or nominating committees.
Compensation of Directors
Through 1999, the Company paid its directors and certain officers invited to the meetings of the Board of Directors $500 per meeting, up to a maximum of six meetings per year, payable in Common Stock of the Company based upon the stock price on the day prior to the meeting. This arrangement also covered participants at meetings of the Board of Directors of any subsidiary of the Company. Seven members of the Board of Directors, two officers of PIC and one non-officer director of PIC were issued a total of 1,783 shares in 1999 (1,020 shares at $4.875 and 763 at $4.625). Messrs. Paulson and Davis and Ms. Paulson each received 211 shares and directors and executive officers as a group received 1,477 shares. With the adoption of the 1999 Stock Option Plan, the Company did not issue stock with respect to directors' meetings in 2001 or 2000 and does not anticipate issuing stock with respect to directors' meetings in future years.
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The Audit Committee operates pursuant to a written charter, a copy of which is attached to this Proxy Statement asAppendix A. In connection with our audited financial statements for 2001, the Audit Committee (1) reviewed and discussed the audited financial statements with management; (2) discussed with the independent auditors the matters required to be discussed by Statement on Auditing Standards No. 61; and (3) received the written disclosures and the letter from the independent auditors required by Independence Standards Board Standard No. 1 and discussed with the independent auditors their independence. Based upon these reviews and discussions, the Audit Committee has recommended to the Board of Directors, and the Board of Directors has approved, that our audited financial statements be included in our Annual Report on Form 10-KSB for the year ended December 31, 2001 for filing with the Securities and Exchange Commission.
The Board of Directors and the audit committee believe that the Audit Committee's current member composition satisfies the rule of the National Association of Securities Dealers, Inc. ("NASD") that governs audit committee composition, including the requirement that audit committee members all be "independent directors" as that term is defined by NASD Rule 4200(a)(14).
| AUDIT COMMITTEE | ||
Shannon P. Pratt Paul Shoen John Westergaard |
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INDEPENDENT PUBLIC ACCOUNTANTS
Grant Thornton LLP was the independent auditors for the Company for the year ended December 31, 2001 and has been selected to serve as the independent auditors for the Company for 2002. Representatives of Grant Thornton LLP will be at the Annual Meeting and will be available to respond to appropriate questions. They do not plan to make any statement but will have the opportunity to make a statement if they wish.
Principal Accounting Firm Fees
The Company incurred the following fees for services performed by our principal accounting firm, Grant Thornton LLP, in 2001:
| Audit fees | $ | 55,580 | (1) | |
| Financial information systems design and implementation fees | $ | 0 | (2) | |
| All other fees | $ | 60,110 | (2)(3) | |
| Total | $ | 115,690 |
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SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's executive officers, directors, and persons who own more than 10 percent of the common stock to file reports of ownership and changes in ownership with the Securities and Exchange Commission ("SEC"). Executive officers, directors, and beneficial owners of more than 10 percent of the common stock are required by SEC regulation to furnish the Company with copies of all section 16(a) reports they file. Based solely on a review of such reports received by the Company and on written representations from certain reporting persons that they have complied with the relevant filing requirements, the Company believes that all section 16(a) filing requirements applicable to its executive officers and directors have been complied with.
Discretionary Authority
Although the Notice of Annual Meeting of Shareholders provides for transaction of any other business that properly comes before the meeting, the Board of Directors has no knowledge of any matters to be presented at the meeting other than the matters described in this Proxy Statement. The enclosed proxy, however, gives discretionary authority to the proxy holders to vote in accordance with their judgment if any other matters are presented.
Shareholder Proposals
Any shareholder proposal to be considered for inclusion in proxy materials for the Company's 2003 Annual Meeting must be received at the principal executive offices of the Company no later than January 10, 2003. To be eligible for inclusion in the 2003 proxy materials of the Company, proposals must conform to the requirements set forth in Regulation 14A under the Securities Exchange Act of 1934.
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Upon the receipt of a written request from any stockholder, the Company will mail, at no charge to the stockholder, a copy of the Company's Annual Report on Form 10-KSB, including the financial statements and schedules required to be filed with the Securities and Exchange Commission pursuant to Rule 13a-1 under the Securities Exchange Act of 1934, for the Company's most recent fiscal year. Written requests for such Report should be directed to:
Jacqueline M. Paulson, Secretary
Paulson Capital Corp.
811 SW Naito Parkway, Suite 200
Portland, Oregon 97204
You are urged to sign and return your proxy promptly in the enclosed return envelope to make certain your shares will be voted at the Annual Meeting.
| By order of the Board of Directors | ||
Jacqueline M. Paulson Secretary |
Portland, Oregon
May 10, 2002
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Appendix B
Paulson Capital Corp.
Audit Committee Charter
The Audit Committee is appointed by the Board of Directors to assist the Board in monitoring the integrity of the financial statements of the Company and the independence and performance of the Company's external auditors. The Audit Committee has the responsibilities and powers set forth in this Charter, but it is the responsibility of management of the Company and the independent auditor, not the Audit Committee, to plan or conduct audits and to determine that the Company's financial statements are complete and accurate and are in accordance with generally accepted accounting principles and other applicable standards. It is not the duty of the Audit Committee to conduct investigations, to resolve disagreements, if any, between management and the independent auditor or to assure compliance with laws and regulations.
The members of the Audit Committee shall meet the independence and experience requirements of the Nasdaq Stock Market or of any exchange on which the Company's securities are listed for trading.
The Audit Committee shall have the authority to retain special legal, accounting or other consultants to advise the Committee. The Audit Committee may request any officer or employee of the Company or the Company's outside legal counsel or independent auditor to attend a meeting of the Committee or to meet with any members of, or consultants to, the Committee.
The Audit Committee shall:
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PAULSON CAPITAL CORP.—REVOCABLE PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE
BOARD OF DIRECTORS OF PAULSON CAPITAL CORP.
THE UNDERSIGNED stockholder(s) of PAULSON CAPITAL CORP. (the "Company"), 811 SW Naito Parkway, Portland, Oregon 97204, hereby appoints Chester L.F. Paulson and Jacqueline M. Paulson as their designees and each of them, with full powers of substitution, proxies of the undersigned to cast all votes which undersigned would be entitled to vote at the Annual Meeting of Stockholders of the Company, to be held June 13, 2002 at 2:00 p.m. (PDT) in the third-floor conference room at the Company's offices, and all adjournments thereof, with all powers undersigned would possess if personally present, and particularly (without limiting the generality of the foregoing) to vote and act.
Item 1.Election of Directors.List of Nominees: Chester L.F. Paulson, Jacqueline M. Paulson, Glen Davis, Steve Kleemann, Shannon P. Pratt, Paul F. Shoen, John Westergaard
o For all nominees o Withhold all nominees
o Withhold nominees indicated:
The Board of Directors recommends a voteFORall nominees.
The Company knows of no other business to come before the meeting.The Proxy Holders intend to vote FOR the directors unless this proxy is marked to the contrary. If any other business comes before the meeting, this Proxy will be voted in accordance with the judgment of the Proxy Holders. This Proxy will be used only at the June 13, 2002 Annual Meeting or any adjournment(s) thereof.
Undersigned hereby acknowledge(s) receipt of the accompanying Notice of Annual Meeting and Proxy Statement dated May 10, 2002 prior to signing this Proxy. Please sign, date and return this proxy in the envelope provided. PLEASE SIGN EXACTLY AS SHOWN ON THIS PROXY. ONLY ONE SIGNATURE IS NEEDED FOR JOINT OWNERSHIP.
Date | Signature | Signature |
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