SCHEDULE 14A
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]
File by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[x] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss.240.14a-11(c) or ss.240.14a-12
American Claims Evaluation, Inc.
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement
if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[x] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)1, or
Item 22 (a)(2) of Schedule 14A.
[ ] $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:
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2) Aggregate number of securities to which transaction applies:
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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):
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4) Proposed maximum aggregate value of transaction:
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5) Total fee paid:
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[ ] 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:
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2) Form, Schedule or Registration Statement No.:
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4) Date Filed:
AMERICAN CLAIMS EVALUATION, INC.
One Jericho Plaza
Jericho, New York 11753
Notice of Annual Meeting of Shareholders
To be Held on September 24, 1996
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To the Shareholders of American Claims Evaluation, Inc.:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of
American Claims Evaluation, Inc., a New York corporation (the "Company"), will
be held at 10:00 a.m. (New York time) on Tuesday, September 24, 1996 at the
offices of Hartman & Craven LLP, 460 Park Avenue, Suite 1100, New York, New
York 10022, to consider and act upon the following matters:
(1) To elect three directors to serve for the ensuing year; and
(2) To transact such other business as may properly come before
the meeting or any adjournment thereof.
Only shareholders of record of the Company at the close of business on
August 19, 1996 will be entitled to notice of and to vote at the meeting or any
adjournment thereof.
YOUR VOTE IS IMPORTANT REGARDLESS OF THE NUMBER OF SHARES YOU OWN. WHETHER OR
NOT YOU PLAN TO ATTEND THE ANNUAL MEETING, THE BOARD OF DIRECTORS URGES YOU TO
SIGN, DATE AND RETURN THE ENCLOSED PROXY CARD AS SOON AS POSSIBLE IN THE
ENCLOSED ENVELOPE.
By Order of the Board of Directors,
/s/ Gary J. Knauer
Gary J. Knauer, Secretary
Jericho, New York
Dated: August 26, 1996
AMERICAN CLAIMS EVALUATION, INC.
One Jericho Plaza
Jericho, New York 11753
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PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
September 24, 1996
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General
This Proxy Statement and the accompanying Proxy Card are being
furnished in connection with the solicitation by the Board of Directors of
American Claims Evaluation, Inc. (the "Company") of proxies to be voted on at
the Annual Meeting of Shareholders to be held at 10:00 a.m. (New York time) on
Tuesday, September 24, 1996 at the offices of Hartman & Craven LLP, 460 Park
Avenue, Suite 1100, New York, New York 10022 and at any adjournments thereof,
with respect to the matters referred to in the accompanying notice. This Proxy
Statement and accompanying materials will first be mailed to shareholders on or
about August 26, 1996.
The Company's common shares, par value $.01 per share ("Shares"), is
the only outstanding class of voting securities. Holders of record at the close
of business on August 19, 1996 are entitled to notice of, and to vote at, the
Annual Meeting and any adjournment thereof. At the close of business on August
19, 1996, there were issued and outstanding 4,250,000 Shares, each entitled to
cast one vote per Share. The holders of a majority of the issued and
outstanding Shares entitled to vote shall constitute a quorum at the meeting
for the transaction of business. The election of directors, as described in the
accompanying notice, requires the vote of a plurality of votes cast at the
meeting; because of the percentage of beneficial ownership of Shares held by
directors and management, election of the directors nominated and referred to
in the accompanying Notice is assured.
Revocability of Proxies
The attendance of a shareholder at the Annual Meeting will not
automatically revoke such shareholder's proxy. However, a shareholder may
revoke a proxy at any time prior to its exercise by (1) delivering to the
Secretary of the Company a written notice of revocation prior to the Annual
Meeting, (2) delivering to the Secretary of the Company prior to the Annual
Meeting a duly executed proxy bearing a later date, or (3) attending the Annual
Meeting, filing a written notice of revocation with the secretary of the
meeting, and voting in person.
Solicitation of Proxies
In addition to solicitation by mail, directors, officers and employees
of the Company may solicit proxies for the Annual Meeting from the shareholders
of the Company personally or by telephone or telegram without additional
remuneration therefor, but at the Company's cost for all out-of-pocket
expenses. The Company will also provide persons, firms, banks and corporations
holding Shares in their names or in the names of nominees, which in either case
are beneficially owned by others, proxy material for transmittal to such
beneficial owners.
SHARE OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table and notes thereto sets forth information regarding
the beneficial ownership of the Company's Shares as of August 1, 1996, by (i)
each person known by the Company to be the beneficial owner of more than 5% of
such Shares, (ii) each director, nominee for director of the Company, and each
named executive officer of the Company, and (iii) all directors and executive
officers of the Company as a group. The percentages have been calculated by
taking into account all Shares owned on the record date as well as all such
Shares with respect to which such person has the right to acquire beneficial
ownership at such date or within 60 days thereafter. Unless otherwise
indicated, all persons listed below have sole voting and sole investment power
with respect to all Shares shown as beneficially owned by them.
Amount and Nature
Name and Address of Beneficial Percent of Voting
of Beneficial Owner Ownership (1) Securities (1)
- ------------------- ----------------- -----------------
Gary Gelman (2) 2,175,200 (3)(4) 49.3%
Peter Gutmann (2) 65,000 (3)(4) 1.5%
Edward M. Elkin, M.D. (2) 45,200 (4) 1.0%
D.H. Blair Investment Banking Corp. 561,224 (5) 12.7%
44 Wall Street
New York, NY
All directors and executive
officers as a group
(five persons) 2,308,400 (4) 52.3%
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(Footnotes On Next Page)
2
(1) Based on a total of 4,250,000 Shares issued and outstanding
as of August 1, 1996. In addition, 166,000 Shares which
directors and executive officers described in the table have
the right to acquire within 60 days of such date pursuant to
the exercise of options granted under the Company's stock
option plans are included since these are deemed outstanding
for the purpose of computing the percentage of Shares owned
by such person in accordance with the provisions of Rule
13d-3(d)(l)(i) promulgated under the Securities Exchange Act
of 1934, as amended.
(2) Address is c/o the Company, One Jericho Plaza, Jericho, N.Y.
11753.
(3) Includes 10,000 Shares and 4,000 Shares owned, respectively,
by the wives of Messrs. Gelman and Gutmann, as to which
beneficial ownership is disclaimed by the respective
reporting person.
(4) Includes the presently exercisable portions of outstanding
stock options (aggregating 166,000 Shares) which, in the case
of Messrs. Gelman, Gutmann and Elkin are 100,000, 19,000 and
25,000, respectively, and in the case of two executive
officers are 22,000 Shares.
(5) These Shares are owned of record by D.H. Blair Investment
Banking Corp. ("Blair Investment") (532,224 Shares), by Mr.
J. Morton Davis' wife (7,200 Shares) and by Rivkalex
Corporation, a private corporation controlled by Mr. Davis'
wife (21,800 Shares). Mr. J. Morton Davis, the sole
shareholder of Blair Investment, has reported Blair
Investment's Shares as being beneficially owned by himself
but has disclaimed ownership of the 21,800 Shares and 7,200
Shares described in this table owned by Rivkalex Corporation
and by Mr. Davis' wife, respectively.
ELECTION OF DIRECTORS
Three directors are to be elected at the Annual Meeting to hold office
until the next Annual Meeting of Shareholders and until their respective
successors have been elected and qualified or until their prior death,
resignation or removal. The by-laws provide that the Board of Directors shall
consist of no less than three and no more than seven members, with the actual
number to be established by resolution of the Board of Directors. The current
Board of Directors has by resolution established the number of directors at
three.
Should any nominee be unable to accept election, shareholders will
vote for the election of such other person to the office of director as
management may recommend in place of such nominee; however, management knows of
no reason to anticipate that this will occur. Unless a proxy specifies that it
is not to be voted in favor of a nominee for director, it is intended that
Shares represented by the proxy will be voted in favor of the nominees listed
below. In the event that any nominee shall be unable to serve, it is intended
that the proxies will be voted for the nominees designated by the Board of
Directors. The Company believes that all nominees will be able to serve.
3
The following table sets forth certain information with respect to
each nominee for election as a director. There are no arrangements or
understandings between the Company and any director or nominee pursuant to
which such person was elected or nominated to be a director of the Company. For
information with respect to security ownership of directors, see "Share
Ownership."
Nominee Age Position(s) with Company
------- --- ------------------------
Gary Gelman 49 Chairman of the Board,
President and Chief
Executive Officer
Edward M. Elkin, M.D. 57 Director
Peter Gutmann 67 Director
Nominees for Election as Directors
Gary Gelman, the founder of the Company, has been Chairman of the
Board since July 1, 1985, and President, Chief Executive Officer and a director
since inception. Mr. Gelman served as Treasurer from inception to October 31,
1991. Since 1973, Mr. Gelman has also been President of American Para
Professional Systems, Inc., a privately held entity which provides nurses who
perform physical examinations of applicants for life and/or health insurance
for insurance companies. He received a B.A. Degree from Queens College.
Edward M. Elkin, M.D. has been a director of the Company since July 1,
1985. For more than the past five years, Dr. Elkin has been performing services
relating to utilization review and quality assurance in hospitals as a Public
Health Physician for the New York State Department of Health. He is certified
by the American Board of Pediatrics and the American Board of Quality Assurance
and Utilization Review Physicians. He received his B.A. Degree from Harvard
College and his M.D. Degree from New York University School of Medicine.
Peter Gutmann has been a director of the Company since July 1, 1985.
For more than the past twenty years, he has been a Professor of Economics and
Finance at Baruch College, City University of New York and was Chairman of the
Economics and Finance Department from 1971 to 1977. Mr. Gutmann was also a
director of Instinet Corporation, a company which operates an automated trading
system, until May 13, 1987 when that corporation was acquired by a subsidiary
of Reuters Holdings P.L.C. He received a B.A. Degree from Williams College, a
B.S. Degree from Massachusetts Institute of Technology, an M.A. Degree from
Columbia University and a Ph.D. Degree from Harvard University.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR APPROVAL OF ALL THREE
NOMINEES FOR ELECTION AS DIRECTORS NOTED ABOVE.
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Meetings and Committees of the Board
The Board of Directors held three meetings during the fiscal year
commencing April 1, 1995 and ending March 31, 1996 ("Recent Fiscal Year"). All
of the nominees were members of the Board during the Recent Fiscal Year and
attended those meetings.
The Audit Committee of the Board of Directors, consisting of Messrs.
Gutmann and Elkin, held one meeting during the Recent Fiscal Year, which
meeting was attended by both members. The Audit Committee has responsibility to
ascertain that the Company's financial statements reflect fairly the financial
condition and operating results of the Company and to appraise the soundness,
adequacy and application of accounting and operating controls. The Audit
Committee recommends independent auditors to the Board, reviews the scope of
the audit functions of the independent auditors and reviews audit reports
rendered by the independent auditors.
The Company has no Compensation Committee or Nominating Committee.
Section 16(a) Reporting
Under Federal securities laws, the Company's directors, its executive
officers and any person holding more than 10% of the Company's Shares are
required to report their ownership of the Company's Shares and any changes in
that ownership to the Securities and Exchange Commission ("SEC") on the SEC's
Forms 3, 4 and 5. Based on its review of the copies of such forms it has
received, the Company believes that all of its officers, directors and greater
than 10% beneficial owners complied with all filing requirements applicable to
them with respect to transactions during the Recent Fiscal Year.
EXECUTIVE OFFICERS OF THE COMPANY
The executive officers of the Company are as follows:
Name Age Position(s) with Company
---- --- ------------------------
Gary Gelman 49 Chairman of the Board,
President and Chief
Executive Officer
Gary J. Knauer 37 Chief Financial Officer,
Treasurer and Secretary
Bonnie C. Jackson 53 Vice President - Operations
For a description of Mr. Gelman's business experience, see "Election
of Directors-Nominees for Election as Directors."
5
Gary J. Knauer joined the Company as its Controller in July 1991 and
has served as Chief Financial Officer and Treasurer since October 1991 and as
Secretary since March 1993. Prior to joining the Company, Mr. Knauer was
employed from October 1984 to June 1991 by the accounting firm of KPMG Peat
Marwick LLP. He is a Certified Public Accountant and holds a Bachelor of
Science Degree from the State University of New York at Binghamton. Since
February 1994, Mr. Knauer has also served as Chief Financial Officer of
American Para Professional Systems, Inc.
Bonnie C. Jackson joined the Company as the Southern Regional Manager
in February 1990 and has served as Vice President - Operations of the Company
since March 1994. Ms. Jackson received a B.A. Degree from the University of
Texas at Arlington and a Master of Business Administration Degree from the
University of Dallas.
EXECUTIVE COMPENSATION AND OTHER INFORMATION
The following table sets forth all plan and non-plan compensation
awarded to, earned or paid to Gary Gelman, the Company's Chief Executive
Officer for each of the Company's last three fiscal years. No other executive
officer had total annual salary and bonus which exceeded $100,000 during the
Company's fiscal year ended March 31, 1996.
SUMMARY COMPENSATION TABLE
Long Term
Compensation
Annual Compensation Awards
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Securities
Name and Other Annual Underlying All Other
Principal Fiscal Salary Bonus Compensation Options Compensation
Position Year ($) ($) ($) (1) (#) ($) (2)
---------- ------ --------- ------- ------------ ---------- ------------
Gary Gelman 1996 $397,772 - - - $ 227
Chairman, 1995 406,745 - - - 811
President 1994 388,800 - - 100,000 210
and CEO
(1) The aggregate amount of all perquisites and other personal benefits
paid to the Chief Executive Officer is not greater than either
$50,000 or 10% of the total annual salary and bonus reported.
(2) Consists of $227, $811 and $210 of matching contributions made by
the Company under the 401(k) profit sharing plan for each of the
fiscal years 1996, 1995 and 1994, respectively.
6
Compensation Plans
The following describes plans adopted by the Company pursuant to which
cash or non-cash compensation was paid or distributed during the years ended
March 31, 1996, 1995 or 1994, or pursuant to which such compensation may be
distributed in the future, to the Chief Executive Officer.
401(k) Profit Sharing Plan
Effective January 1, 1991, the Company established a profit sharing
plan covering all employees with one or more years of service as of January 1,
1991, and measured semiannually thereafter. The plan is qualified under Section
401(k) of the Internal Revenue Code of 1986, as amended (the "Code"). Such plan
requires the Company to match participants' contributions to the extent of 10%
of such eligible contributions. Under the terms of the Plan, there is a vesting
requirement with respect to Company contributions, but employees will be fully
vested in their own salary deferral contributions. Officers are eligible to
participate in the plan in the same manner as are all other employees.
Stock Option Plans
The following description of stock options issued takes account of
100% share dividends declared October 1, 1991 and June 12, 1990, and to changes
in the option price and number of Shares contained, occasioned by anti-dilution
provisions called into effect, as a result of such share dividends.
In July 1985, the Company's Board of Directors adopted the 1985 Stock
Option Plan (the "1985 Plan"). The 1985 Plan provides for the issuance of up to
400,000 Shares to all full-time employees and directors of the Company.
Pursuant to the Plan, options granted may be either incentive stock options, as
defined under the Code, or nonqualified stock options. Options may be granted
during a ten-year period at the fair market value (as defined in the 1985 Plan)
of the Company's Shares at the date of grant. The 1985 Plan limits the market
value of Shares underlying options granted to any one employee to $100,000 per
year with certain exceptions and limits options which may be granted to any
shareholder of the Company owning more than 10% of its voting securities to a
maximum term of five years and an exercise price of not less than 110% of the
fair market value of the date of grant. The option term may be determined by
the Board of Directors but no option may be granted with a term of more than
ten years. The options are not transferable, not exercisable while any
previously granted incentive stock options under the 1985 Plan are outstanding,
and are exercisable only while the optionee is associated with the Company and
for three months thereafter, with certain exceptions.
During the fiscal year ended March 31, 1996, 12,500 options were
granted under the 1985 Plan, which included 5,000 options granted to an
executive officer of the Company.
On March 12, 1991, the Board of Directors adopted the Company's 1991
Stock Option Plan (the "1991 Plan") and on October 1, 1991, the shareholders of
the Company ratified, approved and adopted the 1991 Plan. The 1985 Plan remains
in effect as well. Under the 1991 Plan, a total of
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400,000 Shares are reserved for issuance to employees, including directors and
officers who may not be salaried employees ("Eligible Participants"). The 1991
Plan provides that the number of Shares subject thereto and the outstanding
options and their exercise prices, are to be appropriately adjusted for
mergers, consolidations, recapitalizations, stock dividends, stock splits or
combinations of shares. Shares allocated to options and stock appreciation
rights which have terminated for reasons other than the exercise thereof may be
reallocated to other options and/or stock appreciation rights.
Both incentive and nonstatutory stock options may be granted under the
1991 Plan to Eligible Participants, at a price to be determined by the option
committee, provided, however, that incentive stock options must be granted at
an exercise price not less than the fair market value of the Shares on the date
of the grant. Such exercise price may be payable in cash or, with the approval
of the committee which administers the 1991 Plan, by a combination of cash or
Shares. Shares received upon exercise of options granted under the 1991 Plan
will be subject to certain restrictions on sale or transfer. The term of any
option may not exceed ten years from the date of grant. Conditions of the
exercise of options, which must be consistent with the terms of the 1991 Plan,
are fixed by a committee appointed by the Board of Directors, consisting of not
less than two nor more than five persons. The current committee consists of
Messrs. Gelman, Gutmann and Elkin.
Optionees under the 1991 Plan with incentive options may exercise up
to 25 percent of such option granted for each year of service to the Company
after the date of grant of the option, but the committee may accelerate the
schedule of the time or times when an option may be exercised, provided that
the fair market value of the securities subject to an incentive option may not
exceed $100,000 at the first time such options become exercisable. The exercise
times of nonstatutory stock options granted under the 1991 Plan are as fixed by
the committee.
The 1991 Plan also provides for stock appreciation rights, pursuant to
which the optionee may surrender to the Company all or any part of an
unexercised option and receive from the Company in exchange therefor shares of
Common Stock having an aggregate market value equal to the dollar amount
obtained by multiplying the number of Shares subject to the surrendered options
by the amount by which the market value per share at the time of such surrender
exceeds the exercise price per share of the related option. The Company's
obligation arising from an exercise of stock appreciation rights may also be
settled by the payment of cash, or a combination of cash and Shares. The Board
of Directors may at any time terminate or from time to time amend or alter the
1991 Plan.
During the fiscal year ended March 31, 1996, options to purchase 5,000
Shares were granted to each of the Company's outside directors under the 1991
Plan at an option price of $1.875 per Share.
8
Aggregated Option/SAR Exercises in 1996
and FY-End Option/SAR Values
The following table summarizes the number and dollar value of
unexercised stock options at March 31, 1996 for the Named Executive Officer.
Number of
Shares Value of
Underlying Unexercised
Unexercised In-the-Money
Options/SARs Options/SARs
at FY-End (#) at FY-End ($)(1)
Value
Shares Acquired Realized Exercisable/ Exercisable/
Name on Exercise (#) ($) Unexercisable Unexercisable
- ---- --------------- -------- ------------- -------------
Gary Gelman - - 100,000/0 $0/$0
Chairman,
President
and CEO
(1) The closing price of the Company's Shares on March 31, 1996
as reported by the NASDAQ National Market System was $2.313
per Share.
Employment Agreements
During February 1996, Mr. Gelman's employment agreement with the
Company was extended for an additional year on the terms prevailing. It
provides for him to be employed as Chairman of the Board of Directors and Chief
Executive Officer through March 1997 at an annual salary of $388,800. In
addition, Mr. Gelman is entitled to participate in all employee benefit
programs and other policies and programs of the Company. Mr. Gelman is not
required to devote any specific number of hours to the business of the Company.
He is subject to a non-competition and non-disclosure covenant for a period of
three years following termination of employment with the Company.
Director Compensation
The Company's policy is to pay its non-employee directors a uniform
fee of $400 for each Board of Directors' meeting and/or Audit Committee meeting
attended in person.
ACCOUNTANTS
The Board of Directors has continued to retain the firm of KPMG Peat
Marwick LLP to act as the Company's independent certified public accountants. A
representative of such firm is expected to be available at the Annual Meeting
to respond to appropriate questions from shareholders and will be given the
opportunity to make a statement if he desires to do so.
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OTHER MATTERS
The Board of Directors is not aware of any other matters which are
likely to be brought before the Annual Meeting. However, in the event that any
other matters properly come before the Annual Meeting, it is intended that the
persons named in the accompanying proxy will vote the Shares represented by all
properly executed proxies on such matters in such manner as shall be determined
by a majority of the Board of Directors.
An Annual Report to Shareholders will accompany this Proxy Statement
but is not to be considered a part hereof. The Company will provide, free of
charge, to all shareholders a copy of its Annual Report on Form 10-K (without
exhibits) and/or a copy of its quarterly reports on Form 10-Q (without
exhibits), upon written request of such shareholder to Gary J. Knauer,
Secretary, American Claims Evaluation, Inc., One Jericho Plaza, Jericho, New
York 11753.
SHAREHOLDER PROPOSALS
Proposals by shareholders intended to be presented at the next Annual
Meeting of Shareholders to be held in 1997 must be received by the Secretary of
the Company on or before April 28, 1997 in order to be included in the proxy
statement for that meeting. Proposals should be directed to Gary J. Knauer,
Secretary, American Claims Evaluation, Inc., c/o its principal executive
office.
By Order of the Board of Directors,
Gary J. Knauer,
Secretary
Dated: August 26, 1996
TO ASSURE THAT YOUR SHARES ARE REPRESENTED AT THE ANNUAL MEETING, PLEASE SIGN,
DATE AND PROMPTLY RETURN THE ACCOMPANYING PROXY CARD IN THE ENVELOPE PROVIDED.
10
PROXY
AMERICAN CLAIMS EVALUATION, INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Gary Gelman, Peter Gutmann and Edward M. Elkin
as Proxies, each with the power to appoint a substitute, and hereby authorizes
them to represent and to vote, as designated below, all the Common Shares of
American Claims Evaluation, Inc. held of record by the undersigned on August
19, 1996 at the Annual Meeting of Shareholders to be held on September 24, 1996
or any adjournment thereof.
PLEASE MARK, SIGN, DATE AND RETURN
THE PROXY CARD PROMPTLY IN THE ENVELOPE PROVIDED
1. Election of Directors: Gary Gelman,
Peter Gutmann and Edward M. Elkin
FOR all WITHHOLD (Instruction: To withhold
Nominees listed AUTHORITY authority to vote for any
(except as marked to vote for all individual nominee or
to the contrary) Nominees listed nominees, write such
nominee's name in the line(s)
provided below).
----- -----
| | | |
----- ----- -----------------------------
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In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting. This Proxy, when properly
executed, will be voted in the manner directed herein by the undersigned
shareholder. If no direction is made, the Proxy will be voted FOR Proposal 1.
Please sign exactly as name appears hereon.
- ----------------------------------
(Signature)
- ----------------------------------
(Signature if held jointly)
Dated:
----------------------------
When shares are held by joint tenants, both should sign. When signing as
attorney, as executor, administrator, trustee, or guardian, please give full
title as such. If a corporation, please sign in full corporate name by
President or other authorized officer. If a partnership, please sign in
partnership name by authorized person. Please note any change in your address
alongside the address as it appears in the proxy.
PLEASE MARK IN BLUE OR BLACK INK, SIGN, DATE
AND RETURN THE PROXY CARD PROMPTLY USING THE
ENCLOSED ENVELOPE.