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o Preliminary Proxy Statement | ||
o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) | ||
x Definitive Proxy Statement | ||
o Definitive Additional Materials | ||
o Soliciting Material Pursuant to §240.14a-12 |
x | No fee required. |
o | 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 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: |
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Sincerely, | |
Raúl Alarcón, Jr. | |
Chairman of the Board of Directors, | |
President and Chief Executive Officer |
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1. To elect the six members of the Board of Directors to serve until our next annual meeting of stockholders or until their respective successors are elected and qualify. | |
2. To transact any other business that may properly come before the Annual Meeting or any adjournment thereof. |
By Order of the Board of Directors | |
Joseph A. García | |
Executive Vice President, | |
Chief Financial Officer, and Secretary |
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• | each person known by us to beneficially own more than 5% of any class of common stock; | |
• | each director and each executive officer named in the Summary Compensation Table; and | |
• | all named executive officers and directors as a group. |
Class A Shares | Class B Shares | |||||||||||||||||||||||
Percent of | Percent of | |||||||||||||||||||||||
Percent of | Percent of | Total | Total | |||||||||||||||||||||
Number of | Class A | Number of | Class B | Economic | Voting | |||||||||||||||||||
Name and Address(1)(2) | Shares | Shares | Shares | Shares | Interest | Power | ||||||||||||||||||
Raúl Alarcón, Jr.(3) | 600,000 | 1.2 | % | 23,430,000 | 95.6 | % | 32.9 | % | 80.0 | % | ||||||||||||||
Pablo Raúl Alarcón, Sr. | — | — | 1,070,000 | 4.4 | % | 1.5 | % | 3.7 | % | |||||||||||||||
Joseph A. García(4) | 512,500 | 1.1 | % | — | — | * | * | |||||||||||||||||
Marko Radlovic(3) | 95,030 | * | — | — | * | * | ||||||||||||||||||
William B. Tanner(3) | 268,552 | * | — | — | * | * | ||||||||||||||||||
Dan Mason(3) | 30,000 | * | — | — | * | * | ||||||||||||||||||
Antonio S. Fernandez(3) | 20,000 | * | — | — | * | * | ||||||||||||||||||
Jose A. Villamil(3) | 20,000 | * | — | — | * | * | ||||||||||||||||||
Jason L. Shrinsky(5) | 75,000 | * | — | — | * | * | ||||||||||||||||||
All named executive officers and directors as a group(6) | 1,621,082 | 3.3 | % | 24,500,000 | 100.0 | % | 35.3 | % | 83.7 | % | ||||||||||||||
Infinity Media Corporation(7) | 11,400,000 | 22.1 | % | — | — | 15.0 | % | 3.8 | % | |||||||||||||||
T. Rowe Price Associates, Inc.(8) | 5,204,550 | 10.9 | % | — | — | 7.2 | % | 1.8 | % | |||||||||||||||
Columbia Wagner Asset Management, L.P.(9) | 3,055,500 | 6.4 | % | — | — | 4.2 | % | 1.0 | % |
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* | Indicates less than 1%. |
(1) | The address of all directors and executive officers in this table, unless otherwise specified, is c/o Spanish Broadcasting System, Inc., 2601 South Bayshore Drive, PH II, Coconut Grove, Florida 33133. |
(2) | As used in this table, “beneficial ownership” means the sole or shared power to vote or direct the voting of a security, or the sole or shared power to dispose, or direct the disposition, of a security. A person is deemed as of any date to have beneficial ownership of any security that the person has the right to acquire within 60 days after that date. For purposes of computing the percentage of outstanding shares held by each person named above, any security that the person has the right to acquire within 60 days of the date of calculation is deemed to be outstanding, but is not deemed to be outstanding for purposes of computing the percentage ownership of any other person. |
(3) | Shares of Class A common stock issuable upon the exercise of options that the holder has the right to exercise within sixty days of the date of this table. |
(4) | Includes 502,500 shares of Class A common stock issuable upon the exercise of options that the holder has the right to exercise within sixty days of the date of this table. |
(5) | Includes 60,000 shares of Class A common stock issuable upon the exercise of options that the holder has the right to exercise within sixty days of the date of this table. Mr. Shrinsky holds these options for the benefit of his law firm, Kaye Scholer LLP. Mr. Shrinsky shares ownership of, and voting and investment power for, 15,000 shares of Class A common stock with his spouse. |
(6) | Includes 1,596,082 shares of Class A common stock issuable upon the exercise of options that the holders have the right to exercise within sixty days of the date of this table. |
(7) | Reflects ownership of Infinity Media Corporation (“IMC”), Infinity Broadcasting Corporation (“IBC”), Viacom Inc. (“Viacom”), NAIRI, Inc. (“NAIRI”) and National Amusements, Inc. (“NAI” and, together with IMC, IBC, Viacom and NAIRI, the “Infinity Entities”) of 380,000 shares of our Series C preferred stock and a warrant (the “Warrant”) to purchase 190,000 additional shares of Series C preferred stock. Upon conversion, each of the shares of Series C preferred stock will convert into twenty fully paid and non-assessable shares of Class A common stock. Accordingly, the Series C preferred stock beneficially owned by the Infinity Entities and the Series C preferred stock issuable upon exercise of the Warrant are convertible into 11,400,000 shares of Class A common stock. Mr. Sumner M. Redstone, by virtue of his stock ownership in NAI, may be deemed to be the beneficial owner, with shared dispositive and voting power, of the Series C preferred stock held or controlled by the Infinity Entities. The address of the Infinity Entities and Mr. Redstone is c/o Infinity Media Corporation, 1515 Broadway, New York, New York 10036. We obtained this information from a Schedule 13D filed by Viacom, Inc. on December 27, 2004. |
(8) | The address of T. Rowe Price Associates, Inc. is 100 East Pratt Street, Baltimore, Maryland 21202. T. Rowe Price Associates, Inc. has sole voting power with respect to 1,253,350 shares and sole dispositive power with respect to all the shares. The shares are owned by various individual and institutional investors, including T. Rowe Price New Horizons Fund, Inc. for which T. Rowe Price Associates, Inc. serves as an investment advisor. T. Rowe Price Associates, Inc. disclaims beneficial ownership of these shares. We obtained this information from a Schedule 13G filed by T. Rowe Price Associates, Inc. on February 14, 2005. |
(9) | The address of Columbia Wagner Asset Management, L.P. is 227 W. Monroe Ste. 3000, Chicago, Illinois 60606. Columbia Wagner Asset Management, L.P. has sole investment discretion and voting power with respect to all the shares. The shares are owned by various individual and institutional investors for which Columbia Wagner Asset Management, L.P. serves as an investment advisor. We obtained this information from a Schedule 13G filed by Columbia Wagner Asset Management, L.P. on February 14, 2005. |
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(c) | ||||||||||||||
(a) | Number of Securities | |||||||||||||
Number of Shares to | (b) | Remaining Available for | ||||||||||||
be Issued Upon | Weighted-Average | Future Issuance Under | ||||||||||||
Exercise of | Exercise Price of | Equity Compensation | ||||||||||||
Outstanding Options, | Outstanding Options, | Plans (excluding | ||||||||||||
Plan Category | Warrants and Rights | Warrants and Rights | Column (a)) | |||||||||||
Equity Compensation Plans Approved by Stockholders | ||||||||||||||
1999 Stock Option Plan | 2,558,252 | $ | 11.57 | 348,648 | ||||||||||
Non-Employee Director Stock Option Plan | 200,000 | 11.18 | 70,000 | |||||||||||
Equity Compensation Plans Not Approved by Stockholders | ||||||||||||||
Options issued to a former director(1) | 250,000 | 20.00 | — | |||||||||||
Warrants related to the acquisitions of | ||||||||||||||
KXOL-FM(2) | 2,700,000 | 9.77 | ||||||||||||
KRZZ-FM(3) | 3,800,000 | — | (3) | — | ||||||||||
Total | 9,508,252 | 418,648 | ||||||||||||
(1) | We granted Arnold Sheiffer, who served as a director of SBS from 1996 until August 1999, stock options to purchase 250,000 shares of Class A common stock upon the closing of our initial public offering, for his past services as a director. | |
(2) | On October 30, 2003, we completed the acquisition of the assets of radio station KXOL-FM serving the Los Angeles, California market, from the International Church of the FourSquare Gospel (“ICFG”) for a cash purchase price of $250.0 million plus the issuance to ICFG on February 8, 2002 of a warrant exercisable for an aggregate of 2,000,000 shares of our Class A common stock. This warrant was exercisable for a period of thirty- six months from the date of issuance and as of February 8, 2005, the warrant expired. Pursuant to the amended asset purchase agreement and amended time brokerage agreements relating to the acquisition of KXOL-FM, we issued to ICFG seven additional warrants, each exercisable for 100,000 shares (an aggregate of 700,000 shares) of our Class A common stock. These warrants are exercisable for a period of thirty-six months after the date of issuance after which they will expire if not exercised. To date, none of these warrants issued to ICFG have been exercised. | |
(3) | On December 23, 2004, in connection with the closing of the merger agreement, dated October 5, 2004, with Infinity Media Corporation (“Infinity”), Infinity Broadcasting Corporation of San Francisco (“Infinity SF”) and SBS Bay Area, LLC, a wholly-owned subsidiary of SBS (“SBS Bay Area”), we issued to Infinity (i) an aggregate of 380,000 shares of our Series C preferred stock, which are each convertible at the option of the holder into twenty fully paid and non-assessable shares of our Class A common stock; and (ii) a warrant to purchase an additional 190,000 shares of our Series C preferred stock, at an exercise price of $300.00 per share (the “Warrant”). Upon conversion, each share of our Series C preferred stock held by a holder will convert into twenty fully paid and non-assessable shares of our Class A common stock. The shares of our Series C preferred stock issued at the closing of the merger are convertible into 7,600,000 shares of our Class A common stock, subject to adjustment, and the Series C preferred stock issuable upon exercise of the Warrant are convertible into an additional 3,800,000 shares of our Class A common stock, subject to adjustment. In connection with the closing of the merger transaction, we also entered into a registration rights agreement with Infinity, pursuant to which, following a period of one year (or earlier if we take certain actions), Infinity may instruct us to file up to three registration statements, on a best efforts basis, with the SEC providing for the registration for resale of the Class A common stock issuable upon conversion of the Series C preferred stock. |
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Name | Age | Position with SBS | ||||
Nominees for Director | ||||||
Raúl Alarcón, Jr. | 49 | Chairman of the Board of Directors, Chief Executive Officer and President | ||||
Pablo Raúl Alarcón, Sr. | 79 | Chairman Emeritus and Director | ||||
Antonio S. Fernandez | 65 | Director | ||||
Dan Mason | 54 | Director | ||||
Jason L. Shrinsky | 67 | Director | ||||
Jose A. Villamil | 58 | Director | ||||
Executive Officers | ||||||
Joseph A. García | 60 | Executive Vice President, Chief Financial Officer and Secretary | ||||
Marko Radlovic | 42 | Executive Vice President and Chief Operating Officer | ||||
William B. Tanner | 60 | Executive Vice President of Programming |
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Audit Committee |
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Compensation Committee |
Nominating Committee |
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Long Term | ||||||||||||||||||||
Compensation | ||||||||||||||||||||
Awards | ||||||||||||||||||||
Annual Compensation | ||||||||||||||||||||
Securities | ||||||||||||||||||||
Other Annual | Underlying | |||||||||||||||||||
Name | Principal Position | Year | Salary($) | Bonus($) | Compensation($) | Options/SARs (#) | ||||||||||||||
Raúl Alarcón, Jr. | Chief Executive Officer, | 2004 | $ | 1,226,888 | $ | 985,245 | $ | 104,132 | (a) | 100,000 | ||||||||||
President and Chairman | 2003 | 1,226,888 | 710,183 | 122,799 | (b) | 100,000 | ||||||||||||||
of the Board of Directors | 2002 | 1,226,888 | 790,629 | 101,008 | (c) | 100,000 | ||||||||||||||
Joseph A. García | Executive Vice | 2004 | $ | 400,000 | $ | 200,000 | $ | — | (e) | 50,000 | ||||||||||
President, Chief | 2003 | 400,000 | 160,000 | — | (e) | — | ||||||||||||||
Financial Officer | 2002 | 423,077 | (d) | 200,000 | — | (e) | 150,000 | |||||||||||||
and Secretary | ||||||||||||||||||||
Marko Radlovic | Chief Revenue | 2004 | $ | 500,000 | $ | 50,000 | $ | — | (e) | 62,500 | ||||||||||
Officer(f) | 2003 | 416,538 | 97,199 | — | (e) | 90,000 | ||||||||||||||
2002 | — | — | — | — | ||||||||||||||||
William B. Tanner | Executive Vice | 2004 | $ | 658,972 | $ | 391,500 | $ | 64,300 | (g) | 15,000 | ||||||||||
President of | 2003 | 617,540 | 446,500 | — | (e) | 15,000 | ||||||||||||||
Programming | 2002 | 563,582 | 192,000 | 154,742 | (h) | 15,000 |
(a) | Mr. Alarcón, Jr. received personal benefits in addition to his salary and bonus, including use of automobiles. We paid an aggregate of $90,929 in fiscal year 2004, for automobiles used by Mr. Alarcón, Jr. and $13,203 for personal travel expenses. |
(b) | Mr. Alarcón, Jr. received personal benefits in addition to his salary and bonus, including use of automobiles. We paid an aggregate of $82,265 in fiscal year 2003 for automobiles used, including a driver’s salary, for Mr. Alarcón, Jr. In addition, Mr. Alarcón, Jr. received $40,534 for personal travel expenses. | |
(c) | Mr. Alarcón, Jr. received personal benefits in addition to his salary and bonus, including use of automobiles. We paid an aggregate of $98,388 in fiscal year 2002 for automobiles used, including a driver’s salary, for Mr. Alarcón, Jr. These amounts exclude payments made by us in connection with our lease of an apartment in New York City owned by Mr. Alarcón, Jr., which was terminated in September 2002. Mr. Alarcón, Jr. and others used the apartment while in New York on SBS business. | |
(d) | Includes $23,077 reimbursed to Mr. García for unused vacation time from prior years. | |
(e) | Excludes perquisites and other personal benefits, securities or property which aggregate the lesser of $50,000 or 10% of the total of annual salary and bonus. | |
(f) | Mr. Radlovic became our Chief Revenue Officer on December 1, 2003. For the preceding portion of fiscal year 2003, he served as Vice President/ General Manager for our Los Angeles radio cluster and was not an executive officer. On May 4, 2005, Mr. Radlovic was appointed as Executive Vice President and Chief Operating Officer. | |
(g) | Mr. Tanner received $24,000 for automobile allowances in addition to his salary and bonus. In addition, Mr. Tanner realized $40,300 upon exercise of 10,000 shares of Class A common stock at an exercise price of $7.07 on November 30, 2004. | |
(h) | In December 2002, we made a payment of $154,742 to Mr. Tanner pursuant to an addendum to Mr. Tanner’s employment agreement which required us to make a payment to Mr. Tanner if the price |
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of our Class A common stock had not reached specified levels by August 30, 2002. Such amounts were accrued in our financial statements in fiscal year 2002. |
Individual Grants | ||||||||||||||||||||||
Percent of | ||||||||||||||||||||||
Number of | Total | Potential Realizable Value | ||||||||||||||||||||
Securities | Options/SARs | at Assumed Annual Rates | ||||||||||||||||||||
Underlying | Granted to | Exercise | of Stock Price Appreciation | |||||||||||||||||||
Options/SARs | Employees in | or Base | for Option Term | |||||||||||||||||||
Granted | Fiscal Year | Price | Expiration | |||||||||||||||||||
Name | (#)(a) | 2004 | ($/Sh) | Date | 5% ($) | 10% ($) | ||||||||||||||||
Raúl Alarcón, Jr. | 100,000 | (b) | 10.1 | % | $ | 9.98 | 10/27/14 | $ | 627,637 | $ | 1,590,555 | |||||||||||
Joseph A. García | 50,000 | (c) | 5.1 | $ | 11.78 | 01/21/14 | $ | 370,419 | $ | 938,714 | ||||||||||||
Marko Radlovic | 62,500 | (d) | 6.3 | $ | 10.10 | 11/03/14 | $ | 396,989 | $ | 1,006,050 | ||||||||||||
William B. Tanner | 15,000 | (e) | 1.5 | $ | 8.66 | 08/30/09 | $ | 35,889 | $ | 79,305 |
(a) | These options were granted under our 1999 Stock Option Plan. The options that are not otherwise exercisable prior to a change in control of SBS will become exercisable on the date of a change in control of SBS and will remain exercisable for the remainder of the term of the option, as discussed in our 1999 Stock Option Plan. | |
(b) | Mr. Alarcón, Jr.’s options vested and became exercisable immediately upon the granting of such options on October 27, 2004. | |
(c) | Twenty percent of Mr. García’s options vested immediately on January 21, 2004, the date of grant, and the rest vest ratably over a four year period. | |
(d) | Thirty-three percent of Mr. Radlovic’s options vested immediately on November 3, 2004, the date of the grant, and the rest vest ratably over a two year period. | |
(e) | Mr. Tanner’s option vested and became exercisable immediately upon the granting of such option on August 30, 2004. |
Number of Securities | ||||||||||||||||||||||||
Underlying Unexercised | Value of Unexercised | |||||||||||||||||||||||
Options/SARs at | In-the-Money Options at | |||||||||||||||||||||||
Shares | Value | Fiscal Year End 2004 (#) | Fiscal Year End 2004 ($) | |||||||||||||||||||||
Acquired on | Realized | |||||||||||||||||||||||
Name | Exercise (#) | ($) | Exercisable | Unexercisable | Exercisable | Unexercisable | ||||||||||||||||||
Raúl Alarcón, Jr. | — | — | 600,000 | — | $ | 1,076,130 | $ | — | ||||||||||||||||
Joseph A. García | — | — | 450,000 | 100,000 | $ | 706,100 | $ | 87,600 | ||||||||||||||||
Marko Radlovic | — | — | 89,930 | 97,570 | $ | 108,888 | $ | 69,762 | ||||||||||||||||
William B. Tanner | 10,000 | $ | 40,300 | 268,552 | — | $ | 230,139 | $ | — |
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Raúl Alarcón, Jr. |
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Joseph A. García |
William B. Tanner |
Marko Radlovic |
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1999 Stock Option Plan |
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Non-Employee Director Stock Option Plan |
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Respectfully submitted, | |
Compensation Committee: | |
Antonio S. Fernandez | |
Dan Mason | |
Jose A. Villamil |
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Respectfully submitted, | |
Audit Committee: | |
Antonio S. Fernandez | |
Dan Mason | |
Jose A. Villamil |
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* | $100 INVESTED ON DECEMBER 26, 1999 IN STOCK OR INDEX INCLUDING REINVESTMENT OF DIVIDENDS. |
12/99 | 9/00 | 12/00 | 9/01 | 12/01 | 12/02 | 12/03 | 12/04 | |||||||||||||||||||||||||
SPANISH BROADCASTING SYSTEM, INC. | 100.00 | 31.13 | 13.25 | 18.78 | 25.67 | 19.21 | 27.95 | 27.97 | ||||||||||||||||||||||||
NASDAQ STOCK MARKET (U.S.) | 100.00 | 76.62 | 58.64 | 33.34 | 45.16 | 26.34 | 38.12 | 40.57 | ||||||||||||||||||||||||
NASDAQ TELECOMMUNICATIONS INDEX | 100.00 | 73.88 | 52.46 | 34.33 | 43.49 | 22.68 | 37.93 | 41.75 | ||||||||||||||||||||||||
S & P 500 INDEX | 100.00 | 98.61 | 90.89 | 72.36 | 80.09 | 62.39 | 80.29 | 86.09 | ||||||||||||||||||||||||
S & P BROADCASTING & CABLE TV INDEX | 100.00 | 76.57 | 72.21 | 59.19 | 69.05 | 45.55 | 62.67 | 57.10 |
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Fiscal Year Ended | Fiscal Year Ended | ||||||||
December 31, | December 31, | ||||||||
2004 | 2003 | ||||||||
($ in thousands) | |||||||||
Annual audit fees(1) | $ | 997 | $ | 473 | |||||
Audit related fees(2) | 15 | 15 | |||||||
Tax fees(3) | 278 | 279 | |||||||
All other fees(4) | 300 | — | |||||||
Total fees for services | $ | 1,590 | $ | 767 | |||||
(1) | Annual audit fees for the audit of the consolidated financial statements included in our annual report on Form 10-K and the review of the interim condensed consolidated financial statements included in our quarterly reports on Form 10-Q. This category also includes fees for statutory audits required by the Puerto Rico tax authorities, debt compliance letters, consents, review of registration statements and other documents filed with the SEC, and accounting consultations. In 2004, this includes KPMG’s audit of management’s assessment of the effectiveness of our internal control over financial reporting, as required by Section 404 of the Sarbanes-Oxley Act of 2002. |
(2) | Audit related fees are the fees for the financial statement audit of the Company’s employee benefit plan. |
(3) | Tax fees are the fees for professional services rendered for tax compliance, tax advice, and tax planning for our U.S. and Puerto Rico entities. |
(4) | All other fees are the fees for services other than those in the above three categories. This category includes fees for documentation assistance services related to internal controls over financial reporting. |
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By Order of the Board of Directors | |
Raúl Alarcón, Jr. | |
Chairman of the Board of Directors, | |
President and Chief Executive Officer |
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6 TO VOTE BY MAIL, PLEASE DETACH THE PROXY CARD HERE6
Spanish Broadcasting System, Inc.
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON
JUNE 28, 2005
The undersigned, acknowledging receipt of (1) notice of the annual meeting of stockholders to be held on June 28, 2005 at 10:00 a.m., Eastern time, at the corporate offices of Spanish Broadcasting System, Inc., 2601 South Bayshore Drive, PHII, Coconut Grove, Florida 33133, (2) the Proxy Statement relating to the meeting and (3) the 2004 Annual Report on Form 10-K, hereby revokes all prior proxies and appoints Raúl Alarcón, Jr. and Joseph A. García, and each of them acting singly, with full power of substitution, as proxies to represent and vote on behalf of the undersigned, as designated herein, all shares of Class A common stock, par value $0.0001 per share, and all shares of Class B common stock, par value $0.0001 per share, of Spanish Broadcasting System, Inc., a Delaware corporation, that the undersigned would be entitled to vote if present in person at the annual meeting of stockholders and any adjournment or adjournments thereof. These proxies are authorized to vote in their discretion upon such other matters as may properly come before the annual meeting or any adjournment(s) thereof.
When properly executed, this proxy will be voted in the manner directed herein by the undersigned.
If a choice is not specified with respect to the proposal, this proxy will be voted FOR such proposal.
Attendance of the undersigned at the annual meeting will not be deemed to revoke this proxy unless the undersigned shall revoke this proxy in writing or shall vote in person at the annual meeting.
EACH STOCKHOLDER SHOULD SIGN THIS PROXY PROMPTLY AND RETURN IT IN THE ENCLOSED ENVELOPE. THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF SPANISH BROADCASTING SYSTEM, INC.
HAS YOUR ADDRESS CHANGED? | ||
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6 TO VOTE BY MAIL, PLEASE DETACH THE PROXY CARD HERE6
THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” ALL NOMINEES LISTED IN THE PROPOSAL.
Proposal: | Election of Directors. For Raúl Alarcón, Jr., Pablo Raúl Alarcón, Sr., Dan Mason, Antonio S. Fernandez, Jose A. Villamil and Jason L. Shrinsky. | |||
(INSTRUCTION: To withhold authority to vote for any individual nominee, mark the “FOR ALL NOMINEES EXCEPT” box and write that nominee’s name in the space provided.) | ||||
Exceptions: | ||||
o | FOR ALL NOMINEES LISTED | o | WITHHOLD AUTHORITY TO VOTE FOR ALL | o | FOR ALL NOMINEES EXCEPT | |||||||
If authority to vote for the election of any nominee, or for all nominees, is not withheld, or if none of the boxes above is checked, this proxy will be deemed to grant authority to vote for all nominees. |
Signature(s): | ||||||
Please sign name(s) exactly as appearing hereon. If shares are held jointly, each joint owner should sign. When signing as attorney, executor, administrator, trustee or guardian, please give full title as such. If a corporation, please sign full corporate name by president or other authorized officer. If a partnership, please sign in partnership name by authorized person. | ||||||
Dated: | , 2005 | |||||
Mark, sign and date the proxy card and return it in the postage-paid envelope enclosed. |