SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A)
OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )
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Filed by the Registrant [X]
Filed 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 Section 240.14a-12
INDUSTRIAL SERVICES OF AMERICA, 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] No fee required.
[ ] 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:
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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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(3) Filing Party:
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(4) Date Filed:
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INDUSTRIAL SERVICES OF AMERICA, INC.
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Notice of Annual Meeting of Shareholders
To Be Held on May 25, 2000
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NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of
INDUSTRIAL SERVICES OF AMERICA, INC. (the "Company") will be held at
Building No. 9, 7100 Grade Lane, Louisville, Kentucky, on Thursday, May 25,
2000 at 10:00 A.M. (Eastern Daylight Time), for the following purposes:
(1) To elect seven (7) directors for a term expiring in 2001;
(2) To ratify the selection of Crowe, Chizek and Company, LLC as the
Company's independent auditors for the fiscal year ending
December 31, 2000; and
(3) To transact such other business as may properly come before the
meeting or any adjournment thereof.
Only shareholders of record at close of business on April 27, 2000 are
entitled to notice of and to vote at the Annual Meeting. In the event the
Annual Meeting should be adjourned to a date or dates later than May 25,
2000, the Board of Directors will establish a new record date for purposes
of determining those shareholders entitled to notice of and to vote at any
such adjournments. The transfer books will not be closed.
By Order of the Board of Directors
/s/ Josseph H. Cohen
Joseph H. Cohen
Secretary of the Board of Directors
7100 Grade Lane
Louisville, Kentucky 40213
April 28, 2000
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE MARK, DATE AND SIGN
THE ENCLOSED PROXY AND RETURN IT PROMPTLY IN THE ENCLOSED RETURN ENVELOPE,
WHICH DOES NOT REQUIRE ANY POSTAGE IF MAILED IN THE UNITED STATES. IF YOU
ARE ABLE TO ATTEND THE MEETING AND WISH TO VOTE YOUR SHARES PERSONALLY, YOU
MAY DO SO AT ANY TIME BEFORE THE PROXY IS EXERCISED.
INDUSTRIAL SERVICES OF AMERICA, INC.
7100 GRADE LANE
LOUISVILLE, KENTUCKY 40213
PROXY STATEMENT
This Proxy Statement is furnished in connection with the solicitation
of proxies by the Board of Directors of Industrial Services of America,
Inc., a Florida corporation (the "Company"), to be used at the 2000 Annual
Meeting of Shareholders of the Company to be held at 10:00 A.M. (Eastern
Daylight Time) on Thursday, May 25, 2000, and at any and all adjournments
thereof, for the purposes set forth in the accompanying Notice of the
meeting.
Shares represented by duly executed proxies in the accompanying form
received prior to the meeting and not revoked will be voted at the meeting
or at any adjournments within 120 days thereof in accordance with the
choices specified on the ballot. If no choices are specified, it is the
intention of the persons named as proxies in the accompanying form of proxy
to vote for (i) the nominees for election as directors; and (ii) the
ratification of independent auditors for the 2000 fiscal year. Such proxy
may be revoked by the person executing it at any time before the authority
thereby granted is exercised by giving written notice to the Secretary of
the Company, by delivery of a duly executed proxy bearing a later date or
by voting in person at the meeting. Attendance at the meeting will not
have the effect of revoking a proxy unless the shareholder so attending so
notifies the secretary of the meeting in writing prior to voting of the
proxy.
The expenses of soliciting proxies for the Annual Meeting, including
the cost of preparing, assembling and mailing this proxy statement and the
accompanying form of proxy, will be borne by the Company. Such expenses,
however, do not include any salaries and wages of officers and employees of
the Company who participated in the preparation, assembling and mailing of
the proxy statement. In addition to the solicitation of proxies by mail,
certain officers and regular employees of the Company, without additional
compensation, may use their personal efforts, by telephone or otherwise, to
obtain proxies. The Company will also request persons, firms and
corporations holding shares in their names, or in the names of their
nominees, which shares are beneficially owned by others, to send this proxy
material to and obtain proxies from such beneficial owners, and will
reimburse such holders for their reasonable expenses in so doing.
The presence in person or by proxy of shareholders holding a majority
of the outstanding shares of the Company's Common Stock will constitute a
quorum for the transaction of all business at the Annual Meeting. A
shareholder voting for the election of directors may withhold authority to
vote for all nominees for directors or may withhold authority to vote for
certain nominees for directors. A shareholder may also abstain from voting
on the proposal to ratify the selection of independent auditors for the
2000 fiscal year. Votes withheld from the election of any nominee for
director and abstentions from any other proposal will be treated as shares
that are present and entitled to vote for purposes of determining the
presence of a quorum, but will not be counted in the number of votes cast
on any matter. If a broker does not receive voting instructions from the
beneficial owner of shares on a particular matter and indicates on the
proxy
that it does not have discretionary authority to vote on that matter,
those shares will not be considered as present and entitled to vote with
respect to that matter.
This proxy statement and the accompanying form of proxy are being
mailed to shareholders commencing on or about April 28, 2000.
VOTING SECURITIES
Only shareholders of record at the close of business on April 27, 2000
are entitled to vote at the Annual Meeting or any adjournments within 120
days thereof. As of April 20, 2000 there were 1,929,600 shares of the
Company's Common Stock outstanding and entitled to vote plus an additional
27,900 shares of Common Stock held by the Company as Treasury Stock.
Each share of Common Stock (with the exception of Treasury Stock)
entitles the holder to one vote on all matters presented at the Annual
Meeting.
The following table sets forth certain information regarding
beneficial ownership of the Company's Common Stock as of April 20, 2000 for
(i) each named executive officer, director and nominee for director of the
Company, (ii) each person known to management to own of record or
beneficially more than five percent of the outstanding shares of the
Company's Common Stock, and (iii) all named executive officers and
directors of the Company as a group.
AMOUNT AND NATURE PERCENTAGE
OF BENEFICIAL OF
NAME AND ADDRESS OWNERSHIP (1)(2)(3) CLASS (1)
---------------- ------------------- ---------
Harry Kletter 730,304 (4) 37.9%
1208 Park Hills Court
Louisville, Kentucky 40207
K & R Corporation 467,304 (5) 24.2%
7100 Grade Lane
Louisville, Kentucky 40213
Roberta Kletter 180,000 (6) 9.3%
1208 Park Hills Court
Louisville, Kentucky 40207
Sean Garber 127,000 (7) 6.2%
7100 Grade Lane
Louisville, Kentucky 40213
Joesph H. Cohen 20,000 (8) 1.0%
Mr. Ted Cox 38,790 (8) 2.0%
Dr. Barry N. Naft 20,000 (8) 1.0%
Jerrold R. Perchik - -
Alan L. Schroering 2000 -*
All directors and executive
officers as a group 1,153,194 (9) 54.5%
2
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* Less than one percent (1%) of the Common Stock outstanding plus shares
issuable upon exercise of stock options within sixty (60) days of April
20, 2000.
(1) The table reflects share ownership and the percentage of such share
ownership as of April 20, 2000. The percentages are determined on the
basis of 1,929,600 shares of Common Stock outstanding (and exclusive
of the additional 27,900 shares of Common Stock held by the Company as
Treasury Stock), plus, for each individual or entity, the number of
shares of Common Stock that may be acquired upon the exercise of stock
options within sixty days of April 20, 2000.
(2) Except as otherwise indicated, each person or entity shown has sole
voting and investment power with respect to the shares of Common Stock
owned by him or it.
(3) Information with respect to beneficial ownership has been obtained
from the Company's shareholder records and from information provided
by shareholders.
(4) Includes 467,304 shares of Common Stock beneficially owned by K & R
Corporation ("K & R"), the sole shareholder of which is Harry Kletter.
Does not include the following shares of Common Stock, as to which Mr.
Kletter disclaims beneficial ownership: (i) 180,000 shares owned by
Roberta Kletter, the spouse of Harry Kletter; (ii) 50,000 shares owned
by the Harry Kletter Family Charitable Foundation, of which Mr.
Kletter is a co-advisor; and (iii) 30,950 shares beneficially owned by
three adult children of Mr. and Mrs. Kletter.
(5) Harry Kletter as the sole shareholder, director, President and Chief
Executive Officer of K & R is deemed to have shared voting and
investment power of the shares of Common Stock beneficially owned by K
& R. Roberta Kletter, spouse of Mr. Kletter, is a director and Vice
President of K & R. Two of Mr. Kletter's adult children are also
officers of K & R.
(6) Does not include the following shares of Common Stock, as to which
Mrs. Kletter disclaims beneficial ownership: (i) 1,230,304 shares
owned beneficially by Harry Kletter, the spouse of Roberta Kletter;
(ii) 467,304 shares of Common Stock owned by K & R, of which Harry
Kletter is the sole shareholder, director, President and Chief
Executive Officer; and (iii) 30,950 shares beneficially owned by three
adult children of Mr. and Mrs. Kletter.
(7) Includes 125,000 shares issuable upon exercise of outstanding stock
options. Does not include 3,500 shares of Common Stock owned
beneficially by Lisa M. Garber, the spouse of Mr. Garber, as to which
Mr. Garber disclaims beneficial ownership.
(8) Represents and includes 20,000 shares issuable upon exercise of
outstanding stock options for the Directors.
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(9) The percentage of shares owned by all directors and executive officers
as a group is based on the applicable number of (i) shares outstanding
plus (ii) shares issuable upon exercise of outstanding stock options
owned by the group which vest within sixty days of April 20, 2000.
See "ELECTION OF DIRECTORS" below for share ownership information with
respect to nominees for election as directors.
ITEM I. ELECTION OF DIRECTORS
The nominees for election as directors are Harry Kletter, Joseph H.
Cohen, Dr. Barry N. Naft, Ted L. Cox, Roberta Kletter, Jerrold R. Perchik
and Alan L. Schroering. All members of the Board of Directors with the
exception of Messrs. Perchik and Schroering and Mrs. Kletter were elected
by the shareholders at the 1999 Annual Meeting for a term expiring at the
2000 Annual Meeting. If elected, all directors will hold office until the
2001 Annual Meeting until their respective successors have been elected and
qualified.
Shareholders voting at the Annual Meeting may not vote for more than
the number of nominees listed in this Proxy Statement. Directors will be
elected by a plurality of the total votes cast at the Annual Meeting. That
is, the seven nominees receiving the greatest number of votes for directors
will be deemed elected directors. It is the intention of the persons named
as proxies in the accompanying form of proxy (unless authority to vote
therefor is specifically withheld) to vote for the election of the seven
nominees for directors. In the event that any of the nominees becomes
unavailable (which is not now anticipated by the Company), the persons
named as proxies have discretionary authority to vote for a substitute
nominee designated by the present Board. The Board has no reason to
believe that any of said nominees will be unwilling or unable to serve if
elected.
The following table contains certain information regarding each of the
nominees for election as directors at this year's annual meeting. Each of
these individuals has furnished the respective information shown.
NAME AND YEAR FIRST
PRINCIPAL OCCUPATION BECAME
WITH COMPANY AGE DIRECTOR
------------ --- --------
Harry Kletter 73 1983
Chairman of the Board,
and Chief Visionary Officer
Joseph H. Cohen 54 1998
Director
Dr. Barry N. Naft 54 1998
Director
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NAME AND YEAR FIRST
PRINCIPAL OCCUPATION BECAME
WITH COMPANY AGE DIRECTOR
------------ --- --------
Ted L. Cox 58 1999
Director
Roberta Kletter 66 -
Director Nominee
Jerrold R. Perchik 42 -
Director Nominee
Alan L. Schroering 36 -
Director Nominee
NOMINEES FOR DIRECTORS
HARRY KLETTER has been a director of the Company since October 1983. In
October 1983 he was elected Chairman of the Board and Chief Executive
Officer. Mr. Kletter served as President and Chief Executive Officer of
the Company from October 1983 until January 1988, and from January 1990
until July 1991. Mr. Kletter resumed the duties of President and Chief
Executive Officer on August 1, 1992 upon Edward List's resignation from
this position. Mr. Sean M. Garber became Interim President on December 1,
1997, upon Harry Kletter's resignation from this position. Effective March
2, 2000, the Board elected Mr. Kletter as Chief Visionary Officer of the
Company. Upon the resignation of Mr. Garber, effective May 1, 2000, Mr.
Kletter becomes President and Interim Chief Executive Officer of the
Company. Mr. Kletter is the sole shareholder of K & R. Prior to his
involvement with the Company, Mr. Kletter was President and Chief Executive
Officer of K & R, which is now a real estate holding company and materials
processing company. Prior thereto, Mr. Kletter was the President of Tri-
City Industrial Services, Inc., which corporation was involved in the
transportation, disposal and management of solid waste. From 1980 to
present, Mr. Kletter has been an investor in various other businesses
including Outer Loop Industrial Park, Outer Loop Business Park, and Outer
Loop Company, LLC., which are each real estate ventures. Mr. Kletter is
the spouse of Roberta Kletter.
JOSEPH H. COHEN has been a director of the Company since February 1998. He
is a managing partner of the law firm of Morris, Garlove, Waterman &
Johnson PLLC, Louisville, Kentucky. He has practiced with this firm for 30
years and has been a practicing attorney for 30 years, specializing in
Commercial Real Estate and Zoning Law, Corporate Law (including Mergers and
Acquisitions), Health Law, Commercial Litigation, Transportation Law,
Energy Law and Financial and Estate Planning. Mr. Cohen is a 1967 graduate
of the University of Louisville School of Business and a 1970 graduate of
the University of Louisville Brandeis School of Law. Mr. Cohen and his
firm provide continuing legal and corporate-related services to both the
Company and K & R and in addition counsel Harry Kletter on certain personal
matters.
DR. BARRY N. NAFT has been a director of the Company since February 1998.
He is President and Chief Executive Officer of ARInternational, Inc.
("ARI") of Potomac, Maryland. ARI provides engineering, technology and
project development services for facilities engaged in the remanufacturing
of industrial materials from waste products. From April 1989 to January
5
1996, he was President and Chief Executive Officer of Dow Environmental,
Inc., a wholly owned subsidiary of the Dow Chemical Company. During that
time, he led that company's expansion as a provider of environmental
services from a financially troubled start-up to $100 million in revenues
and 500 employees. Dr. Naft earned a doctorate in Nuclear Engineering from
Purdue University (1968), and a Master of Science Degree (1966) and
Bachelor of Science Degree in Chemical Engineering, both from Clarkson
University.
TED L. COX has been a director of the Company since May, 1991. He has been
President and the majority owner of Ryan Insurance Incorporated ("Ryan")
since April 1984. Ryan sells and services property casualty insurance
policies for industrial and commercial businesses, including the Company.
Mr. Cox, a licensed insurance agent for thirty years, began working with
Ryan in 1974 developing middle market commercial accounts. Mr. Cox
attended the University of Louisville in Louisville, Kentucky where he took
courses in business management and insurance. In 1977, Mr. Cox completed
insurance and agency management course studies at USF&G's School of
Insurance in Baltimore, Maryland.
ROBERTA KLETTER is a nominee for election as a director of the Company.
She has served as the Company's Assistant Director of Marketing and Vice
President of Shareholder Relations and Corporate Communications since
October 1983. Mrs. Kletter formerly served as a director of the Company
from October 1983 until May 1997. Mrs. Kletter is the spouse of Harry
Kletter and is Vice President of K & R.
JERROLD R. PERCHIK, JD is a nominee for election as a director of the
Company. Since March 2000, Mr. Perchik has served as the Vice
President/Chief Development Officer for UniStar, LLC, and has been Of
Counsel to the law firm of Greenebaum Doll & McDonald PLLC. Mr. Perchik
practiced with Greenebaum Doll & McDonald PLLC specializing in commercial
dispute, real estate, finance and corporate litigation from November 1992
to March 2000. From November 1987 to November 1992, Mr. Perchik was
the sole legal officer for Hughes Group, Inc., a $120 million privately
held holding company and 13 subsidiary companies engaged in various
construction, mining and real estate businesses. Mr. Perchik holds a B.S.
degree in accounting from the University of Kentucky and a JD degree from
the Brandeis School of Law, University of Louisville.
ALAN L. SCHROERING, CPA is a nominee for election as a director of the
Company. From March 1998 to April 2000, Mr. Schroering served as a
Division Controller at National Processing Company assisting in the
preparation of periodic reports for filing with the Securities and Exchange
Commission. Mr. Schroering was the Controller for the Company from May
1992 through March 1998 and the Assistant Controller from November 1984
until May 1992. Mr. Schroering is a Certified Public Accountant with a
B.A. Degree in Business Administration conferred in 1995 from Indiana
University Southeast.
None of the directors hold another directorship in a company with a
class of securities registered pursuant to Section 12 of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), or subject to the
requirements of Section 15(d) of the Exchange Act or in a company
registered as an investment company under the Investment Company Act of
1940, as
6
amended. Except as disclosed above, none of the directors of the
Company has any family relationship with any other director or executive
officer of the Company.
MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS
During 1999 the Board met six times and took action on three other
occasions by unanimous written consent of the directors. The Board has
held five meetings in 2000 to date and has taken action on one other
occasion by unanimous written consent. All incumbent directors attended at
least 75% of the aggregate number of meetings of the Board and the
committees of which they were members.
The Compensation Committee is responsible for making recommendations
to the Board regarding salaries and bonuses to be paid to Company executive
officers. During the year ended December 31, 1999, this committee held two
meetings. Messrs. Cohen, Cox and Naft are presently members of this
committee. The appointment of members to this committee occurred at the
Board meeting on May 27, 1999.
The Audit Committee confers with the Company's independent auditors
regarding the scope and adequacy of annual audits; reviews reports from
such independent auditors; and meets with the independent auditors to
review the adequacy of the Company's accounting principles, financial
controls and policies. The committee met once during the year ended
December 31, 1999 to review the report from the independent auditors, and
the management letter prior to releasing the Form 10-K Annual Report for
the fiscal year ended December 31, 1999. The Audit Committee has met
several times in 2000 to discuss the handling of an advance to K&R, the
unfavorable impact to 1999 earnings, and the eventual rescission of the
transaction. Messrs. Naft, Cohen, and Cox are presently members of this
committee. The appointment of members to this committee occurred at the
Board meeting on May 27, 1999.
The Nominating Committee is empowered to recommend to the Board
nominees for election as directors and persons to fill directors' vacancies
and newly created directorships; recruit potential director candidates;
recommend changes to the Board concerning the responsibilities and
composition of the Board and committees; and review written proxy comments
and shareholder proposals (including director nominees) received from
shareholders at the Company's principal executive offices not later than 45
days prior to the date of the Proxy Statement. The committee held one
meeting during the year ended December 31, 1999, to select the director
nominees elected on May 25, 1999. The Nominating Committee met on April
18, 2000 to select the director nominees listed in this Proxy Statement.
Messrs. Garber, Cohen and Naft currently serve as members of this
committee. The appointment of members to this committee occurred at the
Board meeting on May 27, 1999.
COMPENSATION OF DIRECTORS
Mr. Harry Kletter, Chairman of the Board and Chief Executive Officer
and Mr. Sean Garber, President and Chief Operating Officer granted an
annual fee of $20,000 payable in equal monthly installments for all non-
employee directors (e.g., Messrs. Cohen, Cox and Naft).
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Messrs. Kletter and Garber receive no additional consideration for serving
on the Board of Directors.
On March 1, 1999, the Board granted to each of its three non-employee
directors (Messrs. Cohen, Naft, and R. Michael Devereaux, a former director
of the Company) non- qualified stock options under the Plan to purchase
20,000 shares of Common Stock at $5.00 per share (the "Director Options").
The Director Options vested on the grant date. On November 3, 1999, the
Board approved the change in the option price for the non-employee
directors from $5.00 per share to $2.50 per share. The Devereaux options
have since expired and options to purchase 20,000 shares of Common Stock
have been offered to Ted L. Cox, the third non-employee Board member. The
Director Options expire on March 1, 2009 unless terminated earlier pursuant
to provisions in the respective option certificates.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Exchange Act requires the Company's directors,
certain officers and persons who own more than ten percent (10%) of the
outstanding Common Stock of the Company, to file with the Securities and
Exchange Commission reports of changes in ownership of the Common Stock of
the Company held by such persons. Officers, directors and greater than 10%
shareholders are also required to furnish the Company with copies of all
forms they file under this regulation. To the Company's knowledge, based
solely on a review of the copies of such reports furnished to the Company
and representations from reporting persons that no other reports were
required, all Section 16(a) filing requirements applicable to all of its
officers and directors were complied with during 1999.
ITEM II. RATIFICATION OF INDEPENDENT AUDITORS
The Company's Form 10-K Annual Report to Shareholders for the fiscal
year ended December 31, 1999, including financial statements and the report
of Crowe, Chizek and Company, LLC thereon, is being mailed with this Proxy
Statement to each of the Company's shareholders of record at the close of
business on April 27, 2000. The Board has selected Crowe, Chizek and
Company, LLC as independent auditors of the Company's accounts for the
fiscal year ending December 31, 2000. This selection will be presented to
shareholders for ratification at the Annual Meeting. If the shareholders
fail to ratify this selection, the matter of the selection of independent
auditors will be reconsidered by the Board. Representatives of Crowe,
Chizek and Company, LLC are not expected to be present at the Annual
Meeting. The selection of Crowe, Chizek and Company, LLC will be deemed
ratified if the votes cast in favor of the proposal exceed the votes cast
against the proposal. Abstentions and broker non-votes will not be counted
as votes cast either for or against the proposal.
8
EXECUTIVE COMPENSATION
SUMMARY OF CASH AND CERTAIN OTHER COMPENSATION
The following table sets forth cash and other compensation information
for the fiscal years ended December 31, 1999, 1998 and 1997 paid or accrued
by the Company, to (i) the Company's Chief Executive Officer and (ii) the
President of the Company (the Chief Executive Officer and President being
the two most highly compensated executive officers of the Company whose
total annual salary and bonus exceeded $100,000 at December 31, 1999).
ANNUAL COMPENSATION AWARDS
--------------------------------------- RESTRICTED SECURITIES
NAME AND OTHER ANNUAL STOCK UNDERLYING ALL OTHER
PRINCIPAL POSITION YEAR SALARY BONUS COMPENSATION AWARDS OPTIONS (#) COMPENSATION
------------------ ---- ------ ----- ------------ ------ ----------- ------------
Sean M. Garber 1999 $118,924 $25,000 $11,022(2) $0
President, 1998 $107,364 $ 7,000 $ 5,233(2) - - $3,000 (4)
Treasurer and 1997 $ 75,562 $ 7,000 $ 3,868(2) - 125,000(3) $3,000 (4)
Chief Operating
Officer (1)
Harry Kletter 1999 (6) - - $ 3,872 - - -
Chief Executive 1998 (6) - - - - - -
Officer (5) 1997 (6) - - $ 975** - - -
- ---------------
** Includes taxable use of Company vehicle.
(1) Mr. Garber served as Interim President from December 1, 1997 until
February 5, 1998 at which time he became President and Treasurer of
the Company. Mr. Garber served as Chief Operating Officer of the
Company from November 1997 to May 1, 2000. Effective May 1, 2000, Mr.
Garber has resigned all of his director and executive officer
positions with the Company.
(2) The Garber Employment Agreement provides for a $1,000,000 life
insurance policy with an annual premium of $3,268 for 1998 and 1999,
and the taxable use of a Company vehicle equal of $1,965 and $770 for
1998 and 1999, respectively. The terms of the Garber Employment
Agreement have been superseded by the terms of the Garber Separation
Agreement, dated April 26, 2000, related to the resignation of Mr.
Garber from the Company.
(3) These options are non-qualified stock options granted pursuant to the
Plan.
(4) Mr. Garber received a bonus contribution to his 401(k) in the amount
of $3,000 in 1997 and 1998. The total amount of compensation vests
immediately and would not be affected by a change in control of the
Company.
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(5) Mr. Kletter served as President of the Company until December 1, 1997
when he resigned upon the appointment of Mr. Garber as Interim
President. Mr. Kletter has served as the Chief Executive Officer
since July 31, 1992. Mr. Kletter, appointed Chief Visionary Officer of
the Company in March 2000, becomes Interim Chief Executive Officer
effective May 1, 2000 upon Mr. Garber's resignation. See "ELECTION OF
DIRECTORS - Nominees for Directors".
(6) K & R, the sole shareholder of which is Mr. Kletter, conducts
significant business with the Company. Mr. Kletter receives
compensation from K & R. See "EXECUTIVE COMPENSATION - Certain
Transactions."
All other executive officers of the Company earned less than $100,000.
STOCK OPTION EXERCISES AND HOLDINGS
The following table sets forth information concerning the number and value
of unexercised options held by each of the named executive officers at
December 31, 1999.
NUMBER OF
SECURITIES VALUE OF
UNDERLYING UNEXERCISED
UNEXERCISED IN-THE-MONEY
SHARES OPTIONS/SARS AT OPTIONS/SARS AT
ACQUIRED ON VALUE FY-END (#) FY-END ($) -
NAME EXERCISE (#) REALIZED ($) EXERCISABLE EXERCISABLE (1)(2)
---- ------------ ------------ ----------- ------------------
Sean M. Garber - - 100,000 -2
- - 25,000 $39,000
All of the aggregated options listed above were exercisable at year ended
December 31, 1999. To date the options remain unexercised.
(1) The dollar values for column heading "Value of Unexercised In-the-
Money Options/SARs at FY-End ($) Exercisable" are calculated by
determining the difference between the fair market value and the value
based upon exercise price of the securities underlying the options.
(2) The exercise price of these options is $5.00 per share, and the market
value at the close of December 31, 1999 as quoted on the NASDAQ Small
Cap market was $1.891 per share; therefor these options were not in
the money.
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REPRICING OF OPTIONS
TEN-YEAR OPTION/SAR REPRICINGS
SECURITIES PER SHARE LENGTH OF ORIGINAL
UNDERLYING MARKET PRICE OF EXERCISE OPTION TERM
NUMBER OF OPTIONS/ STOCK AT TIME OF PRICE AT TIME NEW REMAINING AT
SAR'S REPRICED REPRICING OR OF REPRICING EXERCISE DATE OF REPRICING
NAME DATE OR AMENDED (#) OR AMENDMENT ($) OR AMENDMENT ($) PRICE ($) OR AMENDMENT
---- ---- -------------- ---------------- ---------------- --------- ------------
Sean M. Garber 3/1/99 100,000 $2.25 $5.00 $2.50 10 Years
President
On March 1, 1999, the Board granted a change in the exercise price for
100,000 shares of common stock subject to an option granted to Sean M.
Garber in October 1997 as part of his employment agreement. The Board
reduced the exercise price per share from $5.00 to $2.50.
On March 1, 1999, the Board granted to each of its three (3) non-
employee directors (Messrs. Cohen, Naft and R. Michael Devereaux, a former
director of the Company) non-qualified stock options to purchase 20,000
shares of common stock at $5.00 per share (the "Director Options"). The
Director Options vested on the grant date. On November 3, 1999, the Board
approved the change in the option exercise price for the non-employee
directors from $5.00 per share to $2.50 per share. The Devereaux options
have since expired and the Board granted an option to purchase 20,000
shares of Common Stock to Ted L. Cox, the third non-employee Board member.
The Director options expire on March 1, 2009 unless terminated earlier
pursuant to the provisions in the respective option certificates.
EMPLOYMENT CONTRACTS
In October 1997, the Company issued options to purchase 25,000 shares
of the Common Stock and an additional option to purchase 100,000 shares of
Common Stock to its Interim President and Chief Operating Officer, Sean M.
Garber as a component of a five-year employment agreement (the "Garber
Employment Agreement"), dated October 15, 1997, as amended on February 5,
1998, by and between the Company and Mr. Garber. The exercise price related
to the options to purchase (i) the 25,000 shares is $1.00 per share and
(ii) the 100,000 shares is $5.00 per share. Both such options are
exercisable over a five-year period. Compensation cost charged to
operations in 1999 and 1998 related to the option to purchase 25,000 shares
was $56,901 and $71,875, respectively. Effective March 1, 1999, the
exercise price related to the option to purchase 100,000 shares was amended
from $5.00 per share to $2.50 per share. The option to purchase 100,000
shares was at market value the day of the grant therefore no charges were
associated with this option.
The term of the Garber Employment Agreement is five years with salary
measured on an annual basis from the date of Garber Employment Agreement as
follows: First Year $104,000, Second Year at $110,000, Third Year at
$120,000, Fourth Year at $130,000, and Fifth Year and thereafter $140,000
with incentive pay to be established by the Compensation Committee of the
Board. The Garber Employment Agreement includes a covenant not to compete
with the Company for a period of two years from the date of termination of
the Garber Employment Agreement in a territory within a radius of 100 miles
of the business operations of the Company. The Garber Employment Agreement
provides for a $1,000,000 life insurance policy on the life
11
of Mr. Garber, the beneficiaries of which are to be designated by Mr. Garber
in addition to medical, dental, pension, retirement and disability benefits,
vacation and other comparable benefits customarily made available to Company
employees. The failure of the Company to renew the Garber Employment
Agreement, the disability of Mr. Garber, the resignation of Mr. Garber
within 180 days of a change in control or the termination of Mr. Garber
without cause will result in (i) the Company obligation to pay Mr. Garber
twice his current annual salary payable in 24 equal monthly installments
except for a change in control where the payment in full is due within 30
days of the change in control, and (ii) the immediate vesting of all
options to purchase Common Stock held by Mr. Garber. Change in control
means a transaction or series of transactions as a result of which (i) any
person who does not currently own a majority of the outstanding voting
stock of the Company acquires a majority of the outstanding voting stock of
the Company; or (ii) the Company sells or otherwise disposes of all or
substantially all of the assets or business operations of the Company to
any other person; or (iii) the Company merges or consolidates with any
other person; unless, in any such case, shareholders owning the outstanding
voting stock of the Company immediately prior to the consummation of such
transaction or transactions will own, upon consummation of such transaction
or transactions, at least a majority of the outstanding shares of voting
stock of the person acquiring the shares or assets of the Company or
surviving the merger or consolidation of the Company in the transaction(s).
The Garber Employment Agreement terminates upon the death or disability (at
the end of the Company's long-term disability coverage) of Mr. Garber,
subject to the rights of Mr. Garber with respect to disability described
above. Mr. Garber may resign and terminate the Garber Employment Agreement
upon 90 days prior written notice. The Board may terminate the Garber
Employment Agreement for cause, which shall terminate 30 days after notice
to Mr. Garber from the Board. Causes for termination are (i) Mr. Garber
engaging in competition with the Company or its subsidiaries, which is
substantially harmful to their business, (ii) abuse of intoxicants so as to
affect the ability of Mr. Garber to conduct Company business in a proper
and prudent manner; (iii) felony conviction of Mr. Garber, or (iv) material
breach by Mr. Garber of the Garber Employment Agreement and a failure or
refusal to remedy such breach within 30 days of written notice of such
breach. The Company may terminate the Garber Employment Agreement without
cause at any time, however Mr. Garber is entitled to the benefits described
above.
The Garber Employment Agreement is superseded by the Garber Separation
Agreement (the "Separation Agreement") dated April 26, 2000, between the
Company and Mr. Garber. Mr. Garber has determined that it is in his best
interest to leave the employment of the Company in order to pursue other
business interests, but he will be available to consult with the Company on
Company business on an as-needed basis and at mutually agreed times and
dates. Mr. Garber's employment with the Company as its President, Chief
Operating Officer and a member of its Board of Directors shall terminate
effective May 1, 2000. The Company agrees to pay Mr. Garber (i) $15,000
which constitutes the balance of bonus compensation for 1999, (ii) legal
services up to the aggregate sum of $10,000 incurred by the Mr. Garber in
connection with the Separation Agreement and related matters and (iii) the
sum of $120,000 to be paid over the next (12) twelve months, less standard
withholding and authorized deductions, to be paid weekly which payments
shall be secured by an irrevocable bank letter of credit ("Letter of
Credit") issued by the Mid-America Bank of Louisville and Trust Company.
12
Mr. Garber shall have full use of the automobile presently in his
possession and assigned to him, the title to which the Company shall
transfer to him at no cost on or before April 30, 2001. The Company shall
continue to maintain insurance at its current levels and licensing until
title is transferred.
Mr. Garber retains his options to purchase 125,000 shares of common
stock under the terms and conditions set forth in the Garber Employment
Agreement.
The Company shall continue Mr. Garber's family health insurance
coverage under the Company's group health insurance plan after May 1, 2000,
and the Company agrees to pay the cost of Mr. Garber's health insurance
premium for coverage through and including November 30, 2001.
CERTAIN TRANSACTIONS
K & R LEASE; K & R CONSULTING AGREEMENT
On February 16, 1998 the Company's Board of Directors ratified and
formalized an existing relationship in connection with (i) the leasing by
the Company of its facilities from K & R and (ii) the provision of
consulting services from K & R to the Company. K & R is an affiliate of
the Company and Harry Kletter, the Company's Chairman of the Board and
Chief Executive Officer, is the sole shareholder of K & R.
LEASE AGREEMENT. The Lease Agreement (the "K & R Lease"), effective
as of January 1, 1998, between K & R, as landlord, and the Company, as
lessee, covers approximately 20.5 acres of land and the improvements
thereon, which are located at 7100 Grade Lane in Louisville, Kentucky (the
"Leased Premises"). The principal improvements consist of an approximately
22,750 square foot building used as the Corporate Office, an approximately
8,286 square foot building used for CWS offices, an approximately 13,995
square foot used as the paper recycling plant, an approximately 12,000
square foot building used for metals recycling plant, and an approximately
51,760 square foot building used as the recycling offices and warehouse
space, with the remaining 15,575 square feet of space contained in five (5)
buildings ranging in size from approximately 8,000 to 256 square feet. The
initial term of the K & R Lease is for ten years with two five-year option
periods (the "Option Periods") available thereafter. The base rent for the
first five years is $450,000 per annum, payable at the beginning of each
month in an amount equal to $37,500 (the "Fixed Minimum Rent"). The Fixed
Minimum Rent adjusts each five years, including each of the Option Periods,
in accordance with the Consumer Price Index. The Fixed Minimum Rent also
increases to $750,000 per annum, in an amount equal to $62,500 per month in
the event of a "change in control" of the Company. Under the K & R Lease,
"change in control" means a transaction or series of transactions as a
result of which (i) any person who does not currently own a majority of the
outstanding stock of the Company acquires a majority of the outstanding
stock of the Company, (ii) the Company sells or otherwise disposes of all
or substantially all of the assets or business operations of the Company to
any other person; or (iii) the Company merges or consolidates with any
other person; unless, in any such case, shareholders owning the outstanding
voting stock of the Company immediately prior to the consummation of such
transaction or transactions will own, upon consummation of such
13
transaction or transactions, at least a majority of the outstanding shares
of the voting stock of the person acquiring the shares or assets of the
person acquiring the Company or surviving the merger or consolidation of the
Company in the transaction(s).
The Company is also required to pay, as additional rent, all real
estate taxes, insurance, utilities, maintenance and repairs, replacements
(including replacement of roofs if necessary) and other expenses. The
Company provided a $50,000 security deposit to K & R for performance by the
Company of the terms, covenants and conditions of the K & R Lease
applicable to it.
The K & R Lease provides that the Leased Premises may be used by the
Company in its metal recycling and recycled paper sorting and bailing
businesses, and for its corporate offices. Without the prior consent of K &
R (and in the case of (ii) below the prior consent of any mortgagee of K &
R) the Company may not (i) make any structural alterations, improvements or
additions to the K & R Leased Premises, or (ii) assign (including a change
of control) or sublet the Leased Premises. The K & R Lease provides for
indemnification of K & R by the Company for all damages arising out of the
Company's use or condition of the Leased Premises excepting therefrom K &
R's negligence. The K & R Lease further provides that the Company will
agree to subordinate its leasehold interest to the mortgage interest of any
mortgagee of K & R.
The K & R Lease provides for termination by the Company upon damage
(the "Damage") by fire or other casualty that cannot be reasonably repaired
within, in most instances, 120 days of the Damage. All rent ceases as of
the "injury date" under these circumstances. The K & R Lease also
terminates upon condemnation of the Leased Premises in whole, with a
condemnation of a portion of the Leased Premises resulting in an equitable
adjustment of the Fixed Minimum Rent.
Events of Default under the K & R Lease include (i) failure by the
Company to pay the Fixed Minimum Rent for 10 days after written demand
therefore, (ii) any other default in the observance or performance by the
Company of any of the other covenants, agreements or conditions of the K &
R Lease, which shall continue for 30 days after written notice, unless the
Company shall have commenced and shall be diligently pursuing curing such
default, (iii) certain bankruptcy or related events affecting the Company,
(iv) vacation of the Leased Premises by the Company, or (v) the transfer or
devolution whether by operation of law or otherwise of the K & R Lease or
the Company's estate or of any of the Company's interest to anyone other
than K & R. Upon the occurrence of an event of default, K & R may, at its
option, terminate the K & R Lease and enter into and take possession of the
Leased Premises with the right to sue for and collect all amounts due,
including damages. All payments are current.
K & R CONSULTING AGREEMENT. The K & R Consulting Agreement dated as
of January 2, 1998 (the "K & R Consulting Agreement"), by and between the
Company and K & R, remains in effect until December 31, 2007, with
automatic annual renewals thereafter unless one party provides written
notice to the other party of its intent not to renew at least six months in
advance of the next renewal date. K & R shall provide strategic planning
and development to the Company, including advice on management activities,
advertising, financial planning and mergers and acquisitions (the "K & R
Consulting Activities"). The Company shall be
14
responsible for all of K & R's expenses and pay to K & R $240,000 in equal
monthly installments of $20,000 in connection with the K & R Consulting
Activities.
The K & R Consulting Agreement terminates upon a non-defaulting party
providing written notice to the other party of its intent to terminate.
The recipient of the notice has 10 days to cure monetary defaults and 30
days to cure non-monetary defaults (which will be extended if a cure is
being diligently commenced and pursued during that 30 day period). The K &
R Consulting Agreement also terminates upon the condemnation or destruction
by fire or other casualty of all or substantially all of the Leased
Premises. Upon termination, K & R agrees not to engage, directly or
indirectly, in the business conducted by, or hire employees from, the
Company for a period of five years and within 100 miles of any operation of
the Company. The Company's principal shareholder and Chief Executive
Officer is compensated through consulting fees pursuant to the K & R
Consulting Agreement.
The K & R Consulting Agreement provides for cross-indemnification of
each party by the other for acts other than negligence or willful
malfeasance. The K & R Consulting Agreement further provides that K & R
must maintain the confidentiality of any information of the Company not
otherwise in the public domain or required to be disclosed by law.
K&R TRANSACTION WITH THE COMPANY
The Company on behalf of K&R in 1999 paid $290,880 to satisfy a note
payable regarding the Metal Center real estate acquisition. The Audit
Committee discovered a miscommunication relating to the transaction whereby
the $290,880 transaction had never been presented to nor approved by the
Board. The Audit Committee recommended to the full Board a rescission of
the transaction. In place of the rescinded transaction, the Company Board
and K&R approved the set-off of a $150,000 obligation owed by the Company
to K&R for the purchase of equipment against the $290,880 transaction
funded by the Company on the behalf of K&R. The net result is that K&R has
to repay to the Company by May 15, 2000 the $140,880 (adjusted for
interest) to complete the rescission of the payment made by the Company on
behalf of K&R. The Company treated the $140,880 as management consulting
fee expense in 1999.
OUTSIDE DIRECTOR OPTIONS
In March 1999, the Board granted the Director Options to Messrs.
Cohen, Naft and R. Michael Devereaux, a former director of the Company.
Mr. Devereaux's Director Options have since expired. In May 1999,
the Board granted Mr. Cox his Director Option. See "ELECTION OF DIRECTORS
- - Compensation of Directors."
TED L. COX
Mr. Cox, a director nominee, has been the President and the majority
owner of Ryan since 1988. Ryan sells and services property casualty
insurance policies for industrial and commercial businesses, including the
Company. Total insurance premium costs to the Company from Ryan totaled
approximately $317,000 in 1999. Included in this figure was $41,000 in
15
commissions paid to Mr. Cox. Additionally, the Company purchased a car for
Mr. Cox's use at a cost of $30,000, for which Mr. Cox has repaid the
Company in full.
JOSEPH H. COHEN
Mr. Cohen, a director of the Company, is a managing partner of the law
firm of Morris, Garlove, Waterman & Johnson PLLC, Louisville, Kentucky.
Mr. Cohen and his firm provide continuing legal and corporate-related
services to both the Company and K & R and in addition counsel Harry
Kletter on certain personal matters. Legal fees paid by the Company to
Morris, Garlove, Waterman & Johnson PLLC, totaled $10,008 in 1999.
16
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
This report reflects the Company's compensation policies with respect
to its executive officers, as endorsed by the Compensation Committee of the
Board, and the resulting actions taken by the Company for the reporting
periods shown.
The Company through its executive compensation policies seeks to
provide compensation that will enable the Company to attract and maintain
quality executives in the competitive market place. The Company believes
in a pay-for-performance policy, to align results for the executive, the
Company and the shareholder. Currently, the executive compensation program
of the Company is comprised of salary, annual cash incentive bonus
opportunity, long term incentives such as stock options and the employee
401(k) Plan in which executives can participate.
The compensation for both Harry Kletter as the Company's Chief
Executive Officer and to Sean Garber as the President of the Company was
determined by the Board considering the criteria set forth in this report.
On November 3, 1999, the Board approved the change in the option price
for the non-employee directors from $5.00 per share to $2.50 per share.
Submitted by the Compensation Committee of the Board of Directors,
Dr. Barry N. Naft Joseph H. Cohen Ted L. Cox
BOARD REPORT ON REPRICING OF OPTIONS
This report reflects the explanation of the actions of the Board for
reducing the exercise price for options to purchase Common Stock granted to
Messrs. Garber, Cohen, Cox and Naft from $5.00 per share to $2.50 per
share. The reduction in exercise price applied to 100,000 shares subject
to an option granted to Mr. Garber and 20,000 shares each subject to
options granted to the other three outside directors.
The Board determined that to provide a meaningful incentive to its
President and outside directors options granted by the Company should have
a reasonable likelihood of exercise. The Board considered the original
$5.00 exercise price did not provide this reasonable likelihood in light of
the price performance of the Common Stock on the NASDAQ Small Cap market.
Consequently, the Board decided on November 3, 1999, to approve the
reduction in the exercise price to $2.50 per share for these options, since
the price of the Common Stock quoted on that day on the NASDAQ Small Cap
market was $2.25 per share.
Submitted by the Board of Directors,
Harry Kletter Sean M. Garber Joseph H. Cohen Ted L. Cox Dr. Barry N. Naft
17
PERFORMANCE GRAPH
The following performance graph compares the performance of the
Company's Common Stock to the Standard & Poors 500 and to a peer group for
the period commencing November 1995. Since there is no nationally
recognized industry index consisting of consultants in the business of
retail and industrial waste management sales and service of waste handling
equipment to be used as a peer group index, the Company constructed its own
peer group. The returns of each member of the peer group are weighted
according to each member's stock market capitalization as of the beginning
of the period measured. The graph assumes that the value of the investment
in the Company's Common Stock and each index was $100 at November 1995 and
that all dividends were reinvested.
COMPARISON OF 49 MONTH CUMULATIVE TOTAL RETURN*
AMONG INDUSTRIAL SERVICES OF AMERICA, INC., THE S & P 500 INDEX,
A NEW PEER GROUP AND AN OLD PEER GROUP
CUMULATIVE TOTAL RETURN
----------------------------------------------------
11/27/1995 12/95 12/96 12/97 12/98 12/99
INDUSTRIAL SERVICES OF
AMERICA, INC. 100.00 100.00 264.71 105.88 60.29 44.49
NEW PEER GROUP 100.00 100.00 100.00 100.00 118.91 83.90
OLD PEER GROUP 100.00 99.77 177.34 187.11 179.94 86.58
S & P 500 100.00 102.62 126.18 168.28 216.37 261.90
* $100 INVESTED ON 11/27/95 IN STOCK OR INDEX - INCLUDING REINVESTMENT
OF DIVIDENDS. FISCAL YEAR ENDING DECEMBER 31.
18
The old peer group was comprised of Allied Waste (AW), Autonation Inc.
(AN), Johnson Controls (JCI) and Waste Management (WMI). The new peer
group is made up of Casella Waste Systems (CWST), Republic Services (RSG),
Waste Connections (WCNX) and Waste Industries (WWIN). The new peer group
is a more representative comparison of similar companies. Casella Waste
Systems is a regional northeastern company, Republic Services is a smaller
size company in the mid portion of the United States, while Waste
Connections and Waste Industries are regional operations with a stronghold
in the west and southeast, respectively. The old peer group was comprised
of larger waste companies faced with restructuring situations.
19
SHAREHOLDER PROPOSALS
Proposals of shareholders intended to be presented at the next annual
meeting of shareholders must be received by the Company at its principal
executive offices in Louisville, Kentucky on or before December 23, 2000
for inclusion in the Company's proxy statement and form of proxy relating
to the 2001 Annual Meeting and must comply with the applicable requirements
of the federal securities laws.
OTHER MATTERS
The Board knows of no business, which will be presented for
consideration at the Annual Meeting other than that described above.
However, if any such other business should properly come before the Annual
Meeting, it is the intention of the persons named in the accompanying form
of proxy to vote the proxies in respect of any such business in accordance
with their best judgment.
By Order of the Board of Directors
Joseph H. Cohen
Secretary of the Board of Directors
Louisville, Kentucky
April 28, 2000
20
INDUSTRIAL SERVICES OF AMERICA, INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Harry Kletter and Joseph H.
Cohen, and each of them, as proxies, with full power of
substitution, and authorizes them, and each of them, to vote and
act with respect to all shares of common stock, $.01 par value,
of Industrial Services of America, Inc. which the undersigned is
entitled to vote at the Annual Meeting of Shareholders to be held
on Thursday, May 25, 2000, at 10:00 a.m., EDT, at Building No. 9,
7100 Grade Lane, Louisville, Kentucky, and at any and all
adjournments thereof.
The Board of Directors recommends a vote FOR each of the
following proposals:
1. ELECTION OF DIRECTORS
[ ] FOR all nominees listed below (or in lieu of a vote FOR
all nominees, as marked in the applicable boxes below adjacent to
each nominee)
NOMINEE
Harry Kletter [ ] FOR [ ] WITHHOLD AUTHORITY
Joseph H. Cohen [ ] FOR [ ] WITHHOLD AUTHORITY
Dr. Barry N. Naft [ ] FOR [ ] WITHHOLD AUTHORITY
Ted L. Cox [ ] FOR [ ] WITHHOLD AUTHORITY
Roberta Kletter [ ] FOR [ ] WITHHOLD AUTHORITY
Jerrald R. Perchik [ ] FOR [ ] WITHHOLD AUTHORITY
Alan L. Schroering [ ] FOR [ ] WITHHOLD AUTHORITY
2. PROPOSAL TO RATIFY THE SELECTION OF CROWE, CHIZEK AND
COMPANY, LLC AS THE COMPANY'S INDEPENDENT AUDITORS FOR
THE FISCAL YEAR ENDING DECEMBER 31, 2000.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
3. In their discretion, the proxies are authorized to vote
upon such other matters as may properly come before the
meeting.
The proxies shall vote such shares as specified herein. If
a choice is not specified, they shall vote for the election of
all nominees for directors and in favor of all proposals.
Dated: , 2000
--------------------
--------------------------------------
Signature
-------------------------------------
Signature
Name(s) should be signed exactly as
shown to the left hereof. Title should
be added if signing as executor,
administrator, trustee, etc.
PLEASE DATE, SIGN AND RETURN THIS PROXY
PROMPTLY IN THE ACCOMPANYING ENVELOPE