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)
(Name of Person(s) Filing Proxy Statement
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if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[x] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
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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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[ ] 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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AMERICAN CLAIMS EVALUATION, INC.
One Jericho Plaza
Jericho, New York 11753
Notice of Annual Meeting of Shareholders
To be Held on October 6, 1998
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, October 6, 1998 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;
(2) To transact such other business as may properly come before
the meeting or any adjournment thereof.
Only shareholders of record at the close of business on August 26,
1998 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,
Gary J. Knauer
Secretary
Jericho, New York
Dated: September 3, 1998
AMERICAN CLAIMS EVALUATION, INC.
One Jericho Plaza
Jericho, New York 11753
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
October 6, 1998
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, October 6, 1998 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 is first being mailed to shareholders on
or about September 3, 1998.
The Company's common shares, par value $.01 per share ("Shares"), are
the only outstanding class of voting securities. Holders of record at the close
of business on August 26, 1998 are entitled to notice of, and to vote at, the
Annual Meeting and any adjournment thereof. At the close of business on August
26, 1998, there were issued and outstanding 4,273,500 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. For purposes of determining whether proposals have received a majority
vote, abstentions will not be included in the vote totals and, in instances
where brokers are prohibited from exercising discretionary authority for
beneficial owners who have not returned a proxy ("broker non-votes"), those
votes will not be included in the vote totals. Therefore, abstentions and
broker non-votes will be counted in the determination of a quorum and will have
no effect on the vote for the election of Directors. 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 before 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 sets forth certain information regarding the
current beneficial ownership of the Company's Shares as of August 19, 1998 by
(i) each person known by the Company to beneficially own 5% or more 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. Except as 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 Securities (1)
- ------------------- ------------------ ------------------
Gary Gelman (2) 2,696,400 (3)(4) 56.3%
Peter Gutmann (2) 80,000 (3)(4) 1.7%
Edward M. Elkin, M.D. (2) 60,200 (4) 1.3%
D.H. Blair Investment Banking Corp. 423,824 (5) 8.9%
44 Wall Street
New York, NY
All directors and executive
officers as a group
(four persons) 2,881,850 (4) 60.1%
(footnotes next page)
2
(1) Based on a total of 4,273,500 Shares issued and outstanding as of
August 19, 1998. In addition, 519,250 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 persons in
accordance with the provisions of Rule 13d-3(d)(1)(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 519,250 Shares) which, in the case of
Messrs. Gelman, Gutmann and Elkin are 400,000, 34,000 and 40,000,
respectively, and in the case of an executive officer is 45,250
Shares.
(5) These Shares are owned of record by D.H. Blair Investment Banking
Corp. ("Blair Investment") (385,824 Shares), by Mr. J. Morton
Davis' wife (16,200 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 16,200 Shares described in this table owned by
Rivkalex Corporation and by Mr. Davis' wife, respectively.
PROPOSAL ONE
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 of Certain Beneficial Owners and Management."
Nominee Age Position(s) with Company
- ------- --- ------------------------
Gary Gelman 50 Chairman of the Board,
President and Chief
Executive Officer
Edward M. Elkin, M.D. 58 Director
Peter Gutmann 68 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 1991.
Since 1973, Mr. Gelman has also been Chief Executive Officer 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. Since
March 1996, Mr. Gelman has been Chairman of the Board of Directors of MISONIX,
INC., a publicly traded company engaged in the design, development and
manufacture of ultrasonic medical devices and industrial products.
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 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. 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" THE
APPROVAL OF ALL THREE NOMINEES FOR ELECTION AS DIRECTORS LISTED
ABOVE.
4
Meetings and Committees of the Board
The Board of Directors held three meetings during the fiscal year
commencing April 1, 1997 and ending March 31, 1998 ("Recent Fiscal Year"). All
of the nominees were members of the Board of Directors 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 50 Chairman of the Board,
President and Chief
Executive Officer
Gary J. Knauer 39 Chief Financial Officer,
Treasurer and Secretary
For a description of Mr. Gelman's business experience, see "Election
of Directors-Nominees for Election as Directors."
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 B.S. Degree from
the State University of New York at Binghamton. Since February 1994, Mr. Knauer
also serves as Chief Financial Officer of American Para Professional Systems,
Inc.
5
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 $100,000 during the
Company's fiscal year ended March 31, 1998.
SUMMARY COMPENSATION TABLE
Long Term
Compensation
------------
Annual Compensation Awards
---------------------------------------------------- -------
Securities
Securities
Name and Other Annual Underlying All Other
Principal Fiscal Salary Bonus Compensation Options/SARs Compensation
Position Year ($) ($) ($) (1) (#) (2) ($) (3)
---------- ------ ---------- ---------- -------------------- ------------------ ------------
Gary Gelman 1998 $278,498 - - 300,000 -
Chairman, 1997 397,772 - - - -
President 1996 397,772 - - - $227
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) The fair market value on the date of grant of such options was
$1.25 per Share.
(3) Consists of $227 of matching contributions made by the Company
under the 401(k) profit sharing plan for the fiscal year ended
1996.
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, 1998, 1997 or 1996, or pursuant to which such compensation may be
distributed in the future, to the Chief Executive Officer.
401(k) Profit Sharing Plan
The Company sponsors a profit sharing plan covering all employees with
one or more years of service. The plan is qualified under Section 401(k) of the
Internal Revenue Code of 1986, as amended. Such plan requires the Company to
match participants' contributions to the extent of 10%
6
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
In July 1985, the Company's Board of Directors adopted the 1985 Stock
Option Plan (the "1985 Plan"). The 1985 Plan has expired, except as to options
outstanding, and no additional options may be granted thereunder. The 1985 Plan
provided for the issuance of up to 400,000 Shares to all full-time employees
and directors of the Company. Options were granted at the fair market value of
the Company's Shares at the date of grant. The option terms were determined by
the Board of Directors, but no options were 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.
In March 1991, the Board of Directors adopted the Company's 1991 Stock
Option Plan (the "1991 Plan") and in October 1991, the shareholders of the
Company ratified, approved and adopted the 1991 Plan. Under the 1991 Plan, a
total of 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 non-statutory stock options granted under the 1991 Plan are as fixed
by the committee.
7
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
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.
On May 7, 1997, the Board of Directors adopted the 1997 Incentive
Stock Option Plan (the "1997 Plan") covering 750,000 Shares. The shareholders
of the Company ratified and approved the 1997 Plan in September 1997. Under the
1997 Plan, either incentive stock options or nonstatutory options may be
granted as an incentive to key employees (including directors and officers who
are key employees), non-employee directors, independent contractors and
consultants of the Company and to offer additional inducement in obtaining the
services of such individuals.
The exercise price of the Shares under each option shall be determined
by a fixed committee appointed by the Board of Directors; provided, however,
that the exercise price shall not be less than the fair market value (as
defined in the 1997 Plan) of the Shares subject to such option on the date of
the grant. The term of each option pursuant to the Plan shall be such term as
established by the committee appointed by the Board of Directors, in its sole
discretion, provided that it shall be for a period not exceeding ten years from
the date of the grant.
The folowing table summarizes the grant of stock options made during Fiscal
1998 to the Named Executive Officer.
Options/SAR Grants in 1998
Number of % of Total
Securities Options/SARs
Underlying Granted to Exercise
Options/SARs Employees or Base Expiration
Name Granted (#) in Fiscal Year Price($/Shr) Date
- ---- ----------- -------------- ------------ ----------
Gary Gelman 300,000 (1) 89.6 $1.25 5/7/2007
Chairman,
President and CEO
(1) All such options were immediately exercisable from and after
September 16, 1997.
8
Aggregated Option/SAR Exercises in 1998
and FY-End Option/SAR Values
The following table summarizes the number and dollar value of
unexercised stock options at March 31, 1998 for the Named Executive Officer.
Number of
Securities Value of
Underlying Unexercised
Unexercised n-the-Money
Options/SARs Options/SARs
at FY-End (#) at FY-End ($)(1)
Value
Shares Acquired Realized Exercisable/ Exercisable/
Name on Exercise (#) ($) Unexercisable Unexercisable
- ---- --------------- ----------- ------------- -------------
Gary Gelman - - 400,000/0 $112,500/$0
Chairman,
President
and CEO
(1) The closing price of the Company's Shares on March 31,
1998 as reported by the NASDAQ National Market System was
$1.625 per Share.
Employment Agreements
Mr. Gelman's employment agreement with the Company provides for him to
be employed as Chairman of the Board of Directors and Chief Executive Officer
at an annual salary of $238,800. 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.
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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 present at the Annual Meeting to
respond to appropriate questions from shareholders and will be given the
opportunity to make a statement if he/she desires to do so.
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) for the most recent fiscal year ended March 31, 1998, 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 1999 Annual
Meeting of Shareholders must be received by the Company on or before May 6,
1999 in order to be included in the proxy statement for that meeting. It is
suggested that proponents submit their proposals by certified mail, return
receipt requested, addressed to the Secretary of the Company.
By Order of the Board of Directors,
Gary J. Knauer,
Secretary
September 3, 1998
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
26, 1998 at the Annual Meeting of Shareholders to be held on October 6, 1998 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 to vote for all individual nominee or
marked to the Nominees nominees, write such
contrary) listed nominee's name in the
line(s) provided below)
[ ] [ ] --------------------------
--------------------------
- -------------------------------------------------------------------------------
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.