RELIABILITY INCORPORATED
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:
X Preliminary Proxy Statement
- ---
Definitive Proxy Statement
- ---
Definitive Additional Materials
- ---
Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
- ---
Reliability Incorporated
(Name of Registrant as Specified in Its Charter)
Reliability Incorporated
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
X $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2).
- ---
$500 per each party to the controversy pursuant to Exchange Act Rule
- --- 14a-6(i)(3).
- --- 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:*
4) Proposed maximum aggregate value of transaction:
- --- 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: -0-
2) Form Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed: March 6, 1995
* Set forth the amount on which the filing fee is calculated and state how
it was determined.
ofs:fin:prox5p 1
RELIABILITY INCORPORATED
16400 Park Row
Houston, Texas 77084
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD APRIL 26, 1995
To the Shareholders of
Reliability Incorporated:
Notice is hereby given that the 1995 annual meeting of shareholders of
Reliability Incorporated (the "Company") will be held in the offices of the
Company at 16400 Park Row, Houston, Texas 77084, on April 26, 1995, at 10:00
a.m. Houston time, for the following purposes:
1. To elect a Board of Directors to serve until the next annual meeting
of shareholders and until their respective successors are elected.
2. To approve amendments to the Company's Articles of Incorporation, all
as described in the attached Proxy Statement.
3. To transact such other business as may properly come before the
meeting or any adjournment thereof.
The Board of Directors has fixed the close of business on March 10, 1995,
as the record date for determination of shareholders entitled to notice of,
and to vote at, such meeting.
Regardless of whether you expect to attend the meeting in person, you are
requested to fill in, date and sign the enclosed proxy and return it in the
enclosed envelope at your earliest convenience. No postage need be affixed
if such envelope is mailed in the United States.
By order of the Board of Directors,
Max T. Langley
Secretary
Date: March 23, 1995
2
RELIABILITY INCORPORATED
16400 Park Row
Houston, Texas 77084
PROXY STATEMENT
FOR
ANNUAL MEETING OF SHAREHOLDERS
Solicitation and revocation of proxies
The accompanying proxy is solicited by Reliability Incorporated, a Texas
corporation (the "Company"), for use in connection with the 1995 annual
meeting of shareholders of the Company. Although proxies will be solicited
primarily by mail, employees of the Company may personally aid in such
solicitation. The Company will make arrangements with brokerage houses and
banks for forwarding proxy materials to the beneficial owners of shares
registered in brokers' and banks' names. All solicitation costs will be
borne by the Company. All properly signed proxies will be voted, and, where
a choice has been specified by the shareholder as provided on the proxy, it
will be voted in accordance with the specification so made. Any shareholder
giving a proxy may revoke it at any time before it is used at the meeting by
giving written notice of revocation to the secretary of the Company or by
signing and delivering to the secretary of the Company a proxy bearing a
later date.
Proxy materials are expected to be mailed or delivered to shareholders
on or about March 23, 1995.
Voting at the meeting
Only holders of record of the Company's Common Stock (the "Common Stock")
at the close of business on March 10, 1995, will be entitled to vote at the
meeting. Each share of Common Stock is entitled to one vote; shareholders
do not have the right to cumulate their votes with respect to the election
of directors. Directors are elected by a majority vote of those shares
present at the meeting. The proposed amendments to the Articles of
Incorporation must be approved by the affirmative vote of two thirds of the
outstanding Common Stock. Abstentions are treated as a non-vote. Because
approval of the amendments to the Company's Articles of Incorporation
requires the affirmative vote of two thirds of the outstanding Common Stock,
shareholders are especially encouraged to return completed proxies.
3
RELIABILITY INCORPORATED
PROXY STATEMENT
Security ownership of certain stockholders and management
As of February 17, 1995, each of the following persons beneficially owned
5% or more of the 4,242,848 shares of Common Stock then outstanding:
Voting shares Dispositive shares
and percent of total and percent of total
Name and address outstanding (1) outstanding (2)
- ---------------- -------------------- --------------------
S. I. P., Inc. 1,508,196 (35.55%) 1,508,196 (35.55%)
P. O. Box 34311
Houston, Texas
Fidelity Low-Priced 250,500 (5.90%)(3) 250,500 (5.90%)(3)
Stock Fund
82 Devonshire Street
Boston, Massachusetts
- --------------------
(1) Shares as to which the shareholder has voting power.
(2) Shares as to which the shareholder has power to dispose.
(3) As reported in a Schedule 13G, dated February 13, 1995.
- --------------------
S.I.P., Inc. ("SIP"), a Houston-based construction company, is a
wholly-owned second tier subsidiary of The Parsons Corporation, which may be
deemed to own beneficially the shares of Common Stock owned by SIP. The
Company has been advised that SIP consults with Parsons S.I.P. Inc., its sole
stockholder, and with The Parsons Corporation, the sole stockholder of
Parsons S.I.P. Inc., with respect to the voting and disposition of its
shares. Accordingly, SIP may be deemed to have shared power to vote and
dispose of the shares owned by it.
Edward C. Johnson, III, and Abigail P. Johnson each own approximately
25% of the stock of FMR Corp., which controls Fidelity Management & Research
Company ("Fidelity"), the investment advisor to the Fidelity Low-Priced Stock
Fund ("Fund"). The Johnsons, along with other members of the Johnson family,
constitute a group controlling FMR Corp., and thus indirectly control
Fidelity, and have shared power with the board of trustees of the Fund to
direct the disposition and to vote the shares held by the Fund.
4
RELIABILITY INCORPORATED
PROXY STATEMENT
The following table sets forth, as of February 17, 1995, the amount of
Common Stock owned by the directors of the Company, the nominees for
director, each executive officer named in the compensation table and all
directors and officers as a group.
Amount and Nature of
Beneficial Ownership
--------------------
Sole Voting
and Other
Name of Individual Investment Beneficial Percent
or Group Power (1) Ownership (2) of Class
------------------ ---------- ------------- -----------
W. L. Hampton -0- -0- -0-%
Everett Hanlon 109,949 -0- 2.59
John R. Howard 128 -0- -0-
Thomas L. Langford -0- -0- -0-
A. C. Lederer, Jr. 7,500 -0- .18
Larry Edwards 36,850 14,956 1.22
Max T. Langley 10,100 10,977 .50
J.E. (Jim) Johnson 100 8,708 .21
James M. Harwell -0- 7,067 .17
Robert W. Hildenbrand, Jr. -0- 8,057 .19
All executive officers
and directors as a
group (eleven
persons) 164,627 54,222 5.16
- --------------------
(1) Each person has the sole power to vote and dispose of the shares shown
except that Mr. Edwards has shared power with his spouse to vote and
dispose of the 36,850 shares reported above.
(2) Represents shares allocated to the executive officer through his
participation in the Company's Employee Stock Savings Plan (the "Plan"),
according to the latest statement for said Plan which is as of December
31, 1994. Employees have the power to vote all shares held in the Plan,
but have the power to direct the sale of only a limited number of the
shares, if any.
- --------------------
The Company is not aware of any contractual arrangement the operation of
which may at any subsequent date result in a change in control of the
Company.
5
RELIABILITY INCORPORATED
PROXY STATEMENT
ELECTION OF DIRECTORS
At the meeting, five directors are to be elected. Each director will
hold office until the next annual meeting of shareholders and until his
successor is elected and qualifies. The persons named as proxy voters in the
accompanying form of proxy intend to vote each properly signed and submitted
proxy for the election as a director of each of the persons named in the
following table unless authority to vote for all or any of such nominees is
withheld on such proxy.
Number and percent Other positions and
of shares of offices presently
Common Stock of held with the Company
the Company benefi- (and other present
Director cially owned as of principal occupation
Name since Age February 17, 1995(1) if different)
---- -------- --- -------------------- ------------------
W. L. Hampton 1984 66 -0- -0-% (retired)
Everett Hanlon 1974 64 109,949 2.59 (retired)
John R. Howard* 1971 61 128 -0- (attorney-at-law)
Thomas L. Langford 1980 53 -0- -0- (president and
director of The
Parsons Corporation)
A. C. Lederer, Jr.* 1972 81 7,500 .18 Chairman of the
Board of Directors
(investor)
- ---------------------------
(1) Each director has the sole power to vote and to dispose of the shares
shown in this table as being beneficially owned by him.
* The wife of A. C. Lederer, Jr. is a sister of John R. Howard. There is
no other family relationship among the persons named in this table.
- ---------------------------
Mr. Hampton was president and a director of Parsons S.I.P. Inc. for more
than five years until his retirement in June 1993.
Everett Hanlon was president, chief executive officer and chairman of the
Board of Directors of the Company from April 1989 to April 1990, and from
April 1990 to March 1993 he was chairman of the Board of Directors and chief
executive officer of the Company. In March 1993, Mr. Hanlon resigned as
chairman of the board and chief executive officer, but remained a director
of the Company.
Mr. Howard has held the position set out opposite his name for more than
five years.
Mr. Langford has been president of The Parsons Corporation since
September 1991. From May 1989 to September 1991, Mr. Langford was executive
vice president and chief financial officer of The Parsons Corporation.
Mr. Lederer has been the chairman of the board of the Company since March
1993. Mr. Lederer's principal occupation has been that of an investor for
more than five years, and he was chairman of the board of the Company from
1977 until April 1989.
6
RELIABILITY INCORPORATED
PROXY STATEMENT
Management has no reason to believe that any person proposed to be
elected a director will be unwilling or unable to serve if elected. If such
a situation arises, proxies will be voted for a nominee selected by the Board
of Directors of the Company.
The Company's Board of Directors held five meetings during 1994. All
incumbent directors attended 75% or more of the meetings of the Board of
Directors.
The Company's audit committee, composed of Messrs. Howard and Langford,
met two times during 1994 and both members attended both meetings. The
audit committee reviews and approves all services to be performed by
independent accountants and the fees therefor, consults with independent
accountants and management with respect to internal controls and other
financial matters and reviews the results of the year-end audit and other
reports of independent accountants.
The compensation committee, composed of Messrs. Lederer and Hampton, met
two times during 1994 and both members attended both meetings. The functions
of the compensation committee are to review executive compensation and
benefit plans and recommend changes therein and to make recommendations to
the Board of Directors concerning executive salaries and incentive plans for
the Company.
Compensation Committee Report
REPORT OF THE COMPENSATION COMMITTEE
ON EXECUTIVE COMPENSATION
The Compensation Committee of the Board of Directors (the "Committee")
of Reliability Incorporated submits this report on executive compensation to
the Board of Directors and the Company's shareholders. This report covers
components of executive compensation and the bases of the Committee's
compensation decisions. The Committee's goal is to establish compensation
for executive officers that ensures a fair and competitive salary and
additional, incentive compensation which is related directly to the financial
success of the Company and the performance of the officers.
Salary
Salaries for the chief executive officer ("CEO") and each other executive
officer are set annually. The Committee tries to set salaries that are
competitive to those paid by companies of similar size and revenue in the
industry, aiming at the 25th percentile of competitive salaries. Due to the
Company's losses in 1991 and 1992, salaries were decreased. Early in 1993,
the Committee recommended salaries for the CEO and other executive officers
that were approximately 97% of 1989 salaries. As the Company returned to
profitability in 1993, in August, 1993, U.S. salaries were increased for all
employees, including officers; salaries for executives then approximated 1989
salaries. In 1994, the Company's profitability continued and salaries were
raised; the salary of the CEO was increased 8% and the raises for the other
executive officers varied from 4% to 9%, depending on the performance of the
7
RELIABILITY INCORPORATED
PROXY STATEMENT
individual executive and the success of the industry segment, division or
subsidiary for which the executive was responsible. The Committee reviewed
the performance of the Company, its gross and net profits, the performance
of the Company's officers and the business plan for 1994 as well as the 1993
American Electronics Association Executive Compensation Survey to determine
appropriate and competitive salaries. The Committee considered salaries paid
by other companies of similar size and revenues to determine market rate
salary using the 25th percentile results of the survey.
Incentive Compensation
In addition to base salary, the Company has an incentive bonus plan which
applies to the CEO, all other executive officers and all salaried employees
of the U.S. Company. This bonus plan has three components: (1) a
quantitative measure based on the net income before income tax of the Company
(a) as a whole in the case of the CEO and certain other executive officers
or (b) the subsidiary, industry segment or division of the Company for which
the executive is responsible; (2) a qualitative measure which is an
evaluation of each individual's performance during the year, made by the
Committee for the CEO and by the CEO for all other executive officers; and
(3) a target bonus. The Committee's approach to incentive bonuses is to
establish incentives at a pay-for-performance level which allows the
executive to be compensated in total at a competitive rate. Each year the
Committee establishes the target bonus for the CEO and each executive officer
and approves the payment of bonuses, if any, based on achieving predetermined
goals. Although the Committee judged the CEO and executive officers eligible
for bonuses based on personal performances in 1991 and 1992, because the
Company as a whole was not profitable, only one officer received a bonus in
such years because the operating division for which he was responsible was
profitable, even though the Company as a whole was not. Bonuses ranging from
3% to 31% were paid in 1993. Target bonuses, for 1994, ranged from 30% of
salary for the CEO (up from 20% in 1993) to 22.5% for executive officers
(up from 15% in 1993). Actual bonuses paid increased or decreased depending
on actual profits and individual performance; the actual bonus paid to the
CEO was 56% of his salary and ranged from 26% to 37% of salary for the
executive officers.
Benefits
The CEO and other executive officers are not entitled to any additional
benefits which are not also provided to all full-time salaried employees.
Respectfully submitted,
W.L. Hampton
A.C. Lederer, Jr.
8
RELIABILITY INCORPORATED
PROXY STATEMENT
Remuneration of directors and executive officers
The following table provides information as to the compensation paid by the
Company and its subsidiaries, during fiscal year 1994, to the chief executive
officer and the four other highest paid executive officers and directors
whose remuneration exceeded $100,000 in 1994.
Annual Compensation
----------------------------------
(a) (b) (c) (d) (e) (i)
Name Other
and Annual All Other
Principal Salary Bonus Compensation Compensation
Position Year ($) ($) ($) ($) (1)
---------- ---- ------ ----- ------------ ------------
Larry Edwards, president 1994 127,506 72,219 -0- 3,825
and chief executive 1993 109,850 34,449 -0- 3,296
officer 1992 107,775 -0- -0- 2,738
Max T. Langley, senior 1994 92,712 34,461 -0- 2,781
vice president, chief 1993 85,196 17,533 -0- 2,556
financial officer, 1992 86,819 -0- -0- 2,206
secretary and treasurer
J.E. (Jim) Johnson, 1994 91,140 26,259 -0- 2,734
vice president 1993 84,220 17,332 -0- 2,527
1992 85,837 37,073 -0- 2,181
James M. Harwell, 1994 79,056 29,785 -0- 2,372
vice president 1993 69,928 18,503 -0- 884
1992 67,848 -0- -0- 678
Robert W. 1994 84,300 23,363 -0- 2,529
Hildenbrand, Jr., 1993 78,324 2,015 -0- 2,350
vice president 1992 79,825 -0- -0- 2,028
- --------------------
The Company does not provide any long-term compensation plans for executive
officers, thus columns (f), (g) and (h) are omitted from the above table.
(1) Amounts shown in this column represent the Company's matching and annual
contributions to the Employee Stock Savings Plan.
- --------------------
The Company sponsors an Employee Stock Savings Plan. All U.S. employees
of the Company who have completed one year of service are covered by the
Plan. The Plan allows an employee to contribute up to 15% of defined
compensation to the Plan. Contributions to the Plan by executive officers
9
RELIABILITY INCORPORATED
PROXY STATEMENT
have been limited (6% in 1994 and 5% in 1993) by provisions of the Internal
Revenue Code. The Company contributes a matching amount to the Plan equal
to 50% of the employee's contribution, to a maximum of 2%, for employees who
contribute 2% or more. The Company also contributes, as a voluntary
contribution, an amount equal to 1% of the defined compensation of all
covered employees.
The Company has no long-term compensation plans, awards or arrangements.
The Company has no stock appreciation rights or option plans and grants no
options or stock rights. The Company has no long-term incentive plan,
defined benefit or actuarial plan, employment contracts or termination of
employment or change in control agreements with any executive officer.
Compensation to Directors
There are no directors who are employees of the Company. Directors are
paid a fee of $500 per month and do not receive any other salary or
compensation. Mr. Langford, who does not reside in Houston, Texas, has
waived his fee, but is reimbursed for expenses in attending meetings.
Performance Graph
The following performance graph compares the performance of the Company's
Common Stock to the Nasdaq Non-Financial Stocks Index (which includes the
Company) and to the Nasdaq Stock Market (US) CRSP Total Return Index. The
graph assumes that the value of the investment in the Company's Common Stock
and each index was $100 at December 31, 1989, and that all dividends (the
Company did not pay any dividends) were reinvested.
Comparison of Five-Year Cumulative Total Return
Among Reliability Incorporated, Nasdaq Non-Financial Stocks
Index and Nasdaq Stock Market Total (U.S. Companies) Return Index
For Years Ended December 31,
---------------------------
1989 1990 1991 1992 1993 1994
---- ---- ---- ---- ---- ----
Reliability Common Stock $100 $ 26 $ 35 $ 48 $117 $ 79
Nasdaq Non-Financial Stocks 100 88 142 155 178 $170
Nasdaq Stock Market Total Return 100 85 136 159 181 $177
Compensation Committee Interlocks and Insider Participation
The compensation committee is composed of Messrs. Lederer and Hampton.
Neither person is an officer or employee of the Company or any of its
subsidiaries. No director or executive officer of the Company serves as a
director (or a member of the compensation committee or other group performing
equivalent functions) of another entity, of which any executive officer or
director serves as a director of the Company.
10
RELIABILITY INCORPORATED
PROXY STATEMENT
Amendment to Articles of Incorporation
The Company's Articles of Incorporation were originally written in 1953.
The Board of Directors has determined that it is advisable to update and
amend certain provisions of the Company's Articles of Incorporation.
Accordingly, the Company proposes to revise Article Two of the Articles of
Incorporation to expand the purposes of the Company to permit the transaction
of any lawful business and to amend Article Seven which will also replace
existing Articles Seven and Eight. New Article Seven contains provisions for
the regulation of the internal affairs of the Company, continues existing
provisions denying cumulative voting and preemptive rights, and adds (i) a
provision that reflects current Texas law that the directors have the right
to amend the bylaws of the Company and (ii) a provision limiting liability
of directors, as permitted by Texas law. The Board of Directors of the
Company recommends that the shareholders approve the proposed amendments.
In order to pass such amendments, shareholders holding two-thirds of the
outstanding stock of the Company must approve the amendment. Amended
Articles Two and Seven, as proposed for approval, read as follows:
ARTICLE TWO
The purpose for which the Corporation is organized is to engage in the
transaction of any lawful business for which a corporation may be
incorporated under the Act.
ARTICLE SEVEN
Provisions for the regulation of the internal affairs of the
Corporation will include the following, but such enumeration is not in
limitation of the power of the shareholders or the Board of Directors to
formulate in the By-Laws, by resolution, or any other proper manner any
other lawful provision not inconsistent with law or these articles:
Section 1. Voting. Each outstanding share, regardless of class, will
be entitled to one vote on each matter submitted to a vote of
shareholders. At each election of directors, every shareholder entitled
to vote at such election will be entitled to vote, in person or by proxy,
the number of shares owned by him for each director for whose election
he has a right to vote. The right of shareholders to cumulate votes in
the election of directors is expressly denied.
Section 2. By-Laws. The Board of Directors from time to time may
alter, amend or repeal the By-Laws of the Corporation or adopt new By-
Laws; but the shareholders from time to time may alter, amend or repeal
any By-Laws adopted by the Board of Directors or may adopt new By-Laws.
Section 3. Denial of Preemptive Rights. The shareholders of the
Corporation will not have the preemptive right to acquire additional,
unissued or treasury shares of the Corporation, or securities of the
Corporation convertible into or carrying a right to subscribe to or
acquire shares.
11
RELIABILITY INCORPORATED
PROXY STATEMENT
Section 4. Limitation of Liability of Directors. No director of the
Corporation shall be liable to the Corporation or its shareholders for
monetary damages for an act or omission in such director's capacity as
a director except for (i) a breach of the director's duty of loyalty to
the Corporation or its shareholders, (ii) an act or omission not in good
faith that constitutes a breach of duty to the Corporation or an act or
omission that involves intentional misconduct or a knowing violation of
the law, (iii) a transaction from which the director received an improper
benefit (whether or not the benefit resulted from an action taken within
the scope of the director's office), or (iv) an act or omission for which
the liability of the director is expressly provided by applicable
statute.
Independent Accountants
The Board of Directors has appointed Ernst & Young as independent
auditors of the Company for 1995. Ernst & Young has served as the Company's
independent auditors since 1974. A representative of such firm is expected
to be present at the meeting, will be given the opportunity to make a
statement if he desires to do so and will respond to appropriate questions.
THE TRANSACTION OF OTHER BUSINESS
As of the date of this proxy statement, the Board of Directors has no
knowledge of business other than that described above which will be presented
for consideration at this meeting. With respect to any other business which
may properly come before the meeting or any adjournment, it is intended that
proxies will be voted in accordance with the judgement of the person or
persons voting them.
Proposals by Shareholders for 1996 Annual Meeting of Shareholders
Shareholders desiring to present proposals to the shareholders of the
Company at the 1996 annual meeting of shareholders, and to have such
proposals included in the Company's proxy statement and proxy, must submit
their proposals to the Company so as to be received no later than January 2,
1996.
By order of the Board of Directors,
A.C. Lederer, Jr.
Chairman
Date: March 23, 1995
THE COMPANY WILL FURNISH WITHOUT CHARGE TO ANY PERSON WHOSE PROXY IS
SOLICITED, ON WRITTEN REQUEST FROM SUCH PERSON DELIVERED TO INVESTOR
RELATIONS MANAGER, P.O. BOX 218370, HOUSTON, TEXAS 77218, A COPY OF THE
COMPANY'S ANNUAL REPORT TO THE SECURITIES AND EXCHANGE COMMISSION ON FORM
10-K FOR 1994.
12
RELIABILITY INCORPORATED
PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS FOR THE
ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON APRIL 26, 1995.
The undersigned hereby appoints Larry Edwards, John R. Howard and
Max T. Langley, or any one or more of them, with full power of
substitution, attorneys and proxies of the undersigned to vote all
P shares of Common Stock of Reliability Incorporated (the "Company")
which the undersigned is entitled to vote at the annual meeting of
shareholders of the Company to be held on April 26, 1995, at the
offices of the Company, at 10:00 a.m., Houston time, and any
adjournment thereof:
R
1. Election of Directors, Nominees:
W. L. Hampton, Everett Hanlon,
O John R. Howard, Thomas L. Langford,
A.C. Lederer, Jr.
2. To approve amendments to the Company's Articles of Incorporation.
X
3. In their discretion, upon such other matters as may come before
the meeting or any adjournment thereof.
All as described in the Notice of Annual Meeting of Shareholders
Y and Proxy Statement, receipt of which is hereby acknowledged.
You are encouraged to specify your choices by marking the appropriate boxes,
SEE REVERSE SIDE, BUT YOU NEED NOT MARK ANY BOXES IF YOU WISH TO VOTE FOR THE
BOARD OF DIRECTORS' NOMINEES. FAILURE TO MARK A BOX WITH RESPECT TO THE
AMENDMENTS TO THE COMPANY'S ARTICLES OF INCORPORATION (ITEM 2) SHALL
CONSTITUTE A VOTE FOR THE AMENDMENTS. The Proxies cannot vote your shares
unless you sign and return this Card.
-------------
/ SEE REVERSE /
/ SIDE /
-------------
13
---- SHARES IN YOUR NAME
/ X /
- -----
FOR WITHHELD
ALL FROM
NOMINEES ALL
NOMINEES
1. Election of ---- ----
Directors / / / /
(see reverse) ----- -----
For, except vote withheld from the following nominee(s):
-------------------------------------------------------
FOR AGAINST
2. Amendments to ---- ----
Articles of / / / /
Incorporation ----- -----
SIGNATURE(S) DATE
----------------------------------------- ----------
SIGNATURE(S) DATE
----------------------------------------- ----------
Note: Please sign exactly as name appears hereon. Joint owners should each
sign. When signing as attorney, executor, administrator, trustee or
guardian, please give full title as such.
14