SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934
Filed by the registrant [ ]
Filed by a party other than the registrant [X]
Check the appropriate box:
[X] Preliminary proxy statement.
[ ] Confidential, for use of the Commission only (as permitted by Rule 14a-6(e)
(2)).
[ ] Definitive proxy statement.
[ ] Definitive additional materials.
[ ] Soliciting material under Rule 14a-12.
FIRST AVIATION SERVICES, INC.
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(Name of Registrant as Specified in its Charter)
WYNNEFIELD PARTNERS SMALL CAP VALUE, L.P.
WYNNEFIELD PARTNERS SMALL CAP VALUE, L.P. I
WYNNEFIELD SMALL CAP VALUE OFFSHORE FUND, LTD.
WYNNEFIELD CAPITAL MANAGEMENT, LLC
WYNNEFIELD CAPITAL, INC.
NELSON OBUS
JOSHUA H. LANDES
WYNNEFIELD CAPITAL, INC. PROFIT SHARING PLAN
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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:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] 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:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
FIRST AVIATION SERVICES, INC.
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2004 ANNUAL MEETING OF SHAREHOLDERS
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PROXY STATEMENT OF THE WYNNEFIELD GROUP
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IN OPPOSITION TO
THE MANAGEMENT OF FIRST AVIATION SERVICES, INC.
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WHY YOU WERE SENT THIS PROXY STATEMENT
This Proxy Statement and accompanying GREEN proxy card are being furnished to
holders (the "Shareholders") of the common stock, par value $.01 per share (the
"Common Stock"), of First Aviation Services, Inc., a Delaware corporation (the
"Company" or "FAVS"), in connection with the solicitation of proxies (the "Proxy
Solicitation") by The Wynnefield Group ("the Group," "we" or "us"). The
Company's proxy statement for its 2004 Annual Meeting of Shareholders (the
"Annual Meeting"), when it becomes available, will contain the date, time, and
place of the Annual Meeting. Shareholders who own the Common Stock on the record
date for the Annual Meeting (the "Annual Meeting Record Date"), as determined by
the Company's board of directors (the "Board"), will be entitled to vote at the
Annual Meeting. The Company's principal executive offices are located at 15
Riverside Avenue, Westport, Connecticut 06880.
This Proxy Statement and GREEN proxy card are being first mailed or furnished to
Shareholders on or about May __, 2004.
At the Annual Meeting, the Company is expected to seek (1) the election of two
directors for a term expiring at the Annual Meeting in the year 2007, (2) the
ratification of the appointment of Ernst & Young LLP as independent auditors,
and (3) defeat of a Shareholder proposal submitted by the Group requesting that
the Board take steps to provide for cumulative voting in future elections of
directors.
The Wynnefield Group, members of which own, as of the date of this Proxy
Statement, an aggregate of 2,168,444 shares of Common Stock, is the Company's
largest outside Shareholder, holding 29.8% of the outstanding Common Stock. We
seek to elect one candidate, Nelson Obus (the "Group Nominee"), to the Board.
The Wynnefield Group is soliciting the votes of other Shareholders in favor of
the election of the Group Nominee and in favor of the proposal for cumulative
voting. The outcome of the vote on the proposal for cumulative voting will not
affect the method of voting in director elections at this year's Annual Meeting.
THE WYNNEFIELD GROUP BELIEVES THAT THE COMPANY'S MANAGEMENT SHOULD LISTEN TO
OUTSIDE SHAREHOLDERS AND FEEL COMPELLED TO ELECT MR. OBUS TO THE BOARD AND ADOPT
CUMULATIVE VOTING IF THEY DETERMINE THAT IS WHAT OUTSIDE SHAREHOLDERS WANT.
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CONSEQUENTLY IT IS IMPORTANT THAT AS MANY OUTSIDE SHAREHOLDERS AS POSSIBLE BE
REPRESENTED AT THE MEETING. PLEASE RETURN YOUR EXECUTED GREEN PROXY CARD
PROMPTLY.
Our solicitation of votes is in opposition to the persons nominated for election
as directors by management. However, as we are nominating only one person for
election as a director and there are two open positions, the GREEN proxy card
may be voted for only one nominee and at least one of management's nominees will
be elected as a director of the Company.
WE BELIEVE THE ELECTION OF THE GROUP NOMINEE AND APPROVAL OF THE SHAREHOLDER
PROPOSAL WILL SEND A STRONG MESSAGE TO THE COMPANY AND TO MANAGEMENT. WE ALSO
BELIEVE THAT IF THE GROUP NOMINEE IS ELECTED TO THE BOARD, HE WILL BE ABLE TO
ENCOURAGE THE COMPANY TO TAKE STEPS TO INCREASE SHAREHOLDER VALUE AND TO MONITOR
CLOSELY MANAGEMENT'S PROGRESS WITH RESPECT TO THESE EFFORTS.
Because we are nominating only one person for election as a director and there
are two open positions, and because First Equity Group, Inc. ("First Equity"),
which is owned entirely by the Company's Chairman of the Board and CEO, Aaron
Hollander and Michael Culver, owns over 50% of the Company's stock, there can be
no assurance that the election of the Group Nominee will result in maximizing
Shareholder value.
The Wynnefield Group consists of Wynnefield Partners Small Cap Value, L.P., a
Delaware limited partnership ("Wynnefield Partners LP"); Wynnefield Partners
Small Cap Value, L.P. I, a Delaware limited partnership ("Wynnefield Partners LP
I"); Wynnefield Small Cap Value Offshore Fund, Ltd., a private investment
company organized under the laws of the Cayman Islands ("Wynnefield Value
Fund"); Wynnefield Capital Management, LLC, a New York limited liability company
that is the general partner of Wynnefield Partners LP and Wynnefield Partners LP
I ("WCM"); Wynnefield Capital, Inc., a Delaware corporation ("WCI") that is the
sole investment manager of Wynnefield Value Fund; Wynnefield Capital, Inc.
Profit Sharing Plan (the "Plan"), an employee profit sharing plan of WCI; Joshua
H. Landes, as vice president of WCI and co-managing member of WCM; and Nelson
Obus, individually and as president of WCI and co-managing member of WCM.
Additional information concerning The Wynnefield Group is set forth under the
heading "Certain Information Regarding the Participants."
Remember, your latest dated proxy is the one that counts, so sign and return the
GREEN proxy card even if you previously delivered a proxy to the Company. We
urge you not to return any proxy card sent to you by the Company. Please note,
however, that if you sign and return our GREEN proxy card, you will not have an
opportunity to vote for either management nominee and will be precluded from
voting for any nominee to one of the two positions up for election on the
Company's Board.
YOUR VOTE IS IMPORTANT, NO MATTER HOW MANY OR HOW FEW SHARES YOU HOLD. IF YOUR
SHARES ARE HELD IN THE NAME OF A BROKERAGE FIRM, BANK, OR NOMINEE, ONLY THAT
BROKERAGE FIRM, BANK, OR NOMINEE CAN VOTE YOUR SHARES AND THEN ONLY UPON RECEIPT
OF YOUR SPECIFIC INSTRUCTIONS. Accordingly, please sign and return the GREEN
proxy card in the envelope provided by your bank or broker or contact the person
responsible for your account and give
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instructions for your shares to be voted for the Group Nominee and for the
Shareholder proposal for cumulative voting.
If your shares are registered in more than one name, the GREEN proxy card should
be signed by all the registered owners to ensure that all shares are voted for
the Group Nominee and for the Shareholder proposal for cumulative voting.
HOLDERS OF RECORD OF SHARES OF COMMON STOCK ON THE ANNUAL MEETING RECORD DATE
ARE URGED TO SUBMIT THE GREEN PROXY CARD EVEN IF YOUR SHARES HAVE BEEN SOLD
AFTER THAT DATE. The Company's proxy statement for the Annual Meeting, when it
becomes available, will indicate the number of shares of Common Stock that were
outstanding as of the Annual Meeting Record Date. Each share of Common Stock is
entitled to one vote at the Annual Meeting.
If you have any questions or need assistance in voting your shares, please call
Lawrence E. Dennedy or Daniel M. Sullivan of MacKenzie Partners, Inc., at (800)
322-2885 or Nelson Obus of The Wynnefield Group at (212) 760-0134.
WHY THE WYNNEFIELD GROUP IS NOMINATING NELSON OBUS AS A DIRECTOR
WE ARE NOMINATING MR. NELSON OBUS AS A DIRECTOR IN OPPOSITION TO MANAGEMENT'S
SLATE BECAUSE WE BELIEVE, AND RESULTS CONFIRM, THAT THE COMPANY HAS MADE
VIRTUALLY NO PROGRESS TOWARDS ARTICULATING AND EXECUTING A PROFITABLE BUSINESS
PLAN. WE BELIEVE THE COMPANY NEEDS TO MAKE IMMEDIATE PROGRESS TOWARDS EXECUTING
SUCH A PLAN OR, ALTERNATIVELY, NEEDS TO CONSIDER A TRANSACTION TO RELEASE VALUE
IMMEDIATELY FOR ALL SHAREHOLDERS. MR. OBUS, IF ELECTED TO THE BOARD, WILL MAKE
CONCRETE SUGGESTIONS FOR DEVELOPING A PROFITABLE BUSINESS PLAN AND, IF SUCH A
PLAN IS NOT IMPLEMENTED WITHIN A REASONABLE TIME, WILL PRESS FOR A TRANSACTION
THAT RELEASES VALUE TO ALL SHAREHOLDERS.
Mr. Obus is a long-term investor in the Company, both in his individual capacity
and as manager of the Wynnefield funds, having first invested in the Company
over six years ago, shortly after its initial public offering ("IPO"). The Group
believes all Shareholders would benefit from his experience as a director of
publicly traded companies and his 20 years of experience as a professional value
investor.
LAST YEAR'S CONTEST
In our proxy statement for last year's annual meeting, we identified the
following grounds for our frustration with the Company's direction:
o The Common Stock had not traded above book value since the second quarter
of fiscal 2001.
o Losses in fiscal 2003 (the Company reported losses from continuing
operations, before charges resulting from accounting changes, of
($3,199,000) for that year).
o Enrichment of management, despite the Company's losses, through bonuses
($175,000 to the CEO for 2003) and the payment of advisory fees to First
Equity (owned by FAVS' CEO and Chairman).
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o Our belief that the Company failed to adjust to challenging industry
conditions as successfully as its major competitor Aviall, Inc., whose
stock had already rebounded to $9.85 per share (a 112% increase over its
November 2001 low) before last year's June 2003 annual meeting.
o Our belief that the Company failed to execute its business strategy stated
in its 1997 IPO prospectus of making acquisitions of complementary
businesses (we noted that the Company sold its National Airmotive
Corporation subsidiary in 1999 for net cash of $44 million and
subsequently completed only one small $4.6 million acquisition of Superior
Air Parts).
o Our belief that the Company's dividend of $1.00 per share in January 2003
reduced the amount of the Company's working capital, thereby diminishing
its ability to expand its logistics operations or to acquire other
complementary business.
o Failure of the Company to report separately in its financial statements on
supply-chain management (or logistics) operations (which management
described in the Company's December 2003 investor conference call as the
"rationale for this Company being public").
ALTHOUGH LAST YEAR WE HAD ONLY TWO BUSINESS DAYS TO MAKE SOLICITATIONS AFTER OUR
DEFINITIVE PROXY STATEMENT FOR LAST YEAR'S ANNUAL MEETING WAS FILED, WE RECEIVED
SUBSTANTIAL SUPPORT FROM SHAREHOLDERS OTHER THAN EXECUTIVE MANAGEMENT. MR. OBUS
RECEIVED OVER TWO-THIRDS OF VOTES CAST EXCLUDING SHARES CONTROLLED BY EXECUTIVE
MANAGEMENT. MULTIPLE SHAREHOLDERS VOICED SUPPORT FOR OUR POSITION IN THE JUNE
2003 INVESTOR CONFERENCE CALL FOLLOWING THE ELECTION.
OUR CONTINUING CONCERNS
Events since last year's annual meeting give us no sense that the Company made
discernible progress towards articulating and executing a profitable business
plan. Since last year:
o THE COMMON STOCK TRADES NEAR OR BELOW THE COMPANY'S NET/NET WORKING
CAPITAL PER SHARE ((current assets minus total liabilities) divided by
outstanding shares), which was $4.59 as of the end of the third quarter of
fiscal 2004, the last date for which data was available at the date of
this proxy statement. TRADING NEAR OR BELOW NET/NET WORKING CAPITAL
(LIQUIDATION VALUE) PER SHARE INDICATES THAT THE MARKET ASCRIBES LITTLE OR
NO VALUE TO THE COMPANY'S BUSINESS MODEL.
o FAVS Common Stock CONTINUES TO TRADE BELOW BOOK VALUE AS IT HAS FOR OVER
THREE YEARS, as shown by the table below:
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Per-Share Book Value Low High
at Start of Period Sale Sale
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Q4 '04 $5.02 $3.41 $4.80
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Q3 '04 4.99 3.20 4.31
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Q2 '04 5.02 2.71 4.10
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Q1 '04 4.98 2.51 3.77
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Q4 '03 6.42 3.54 5.33
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Q3 '03 6.40 3.50 4.75
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Q2 '03 6.43 4.50 5.15
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Per-Share Book Value Low High
at Start of Period Sale Sale
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Q1 '03 $6.80 $4.60 $5.15
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Q4 '02 6.68 4.09 5.20
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Q3 '02 6.77 4.06 4.96
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Q2 '02 6.67 4.37 4.98
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Q1 '02 6.66 4.00 4.88
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Q4 '01 6.78 3.75 5.38
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Q3 '01 6.69 3.75 5.63
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Q2 '01 6.74 4.75 7.00
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o ON THE OTHER HAND, THE COMPANY'S COMPETITOR AVIALL, INC. CONTINUED ITS
STRONG PERFORMANCE. Its stock reached $16.50 per share in December 2003
(150% of book value per share, a 255% increase over Aviall's low closing
sale price in November 2001, and 482% of net/net working capital per share
of $3.42 based on Aviall's balance sheet as of September 30, 2003). IN OUR
OPINION, AVIALL'S SUPERIOR STOCK PERFORMANCE REFLECTS THE MARKET'S
RECOGNITION OF AVIALL'S SUCCESSFUL BUSINESS MODEL, WHICH HAS CONTINUALLY
BEEN ADJUSTED TO SUIT CHANGING INDUSTRY CONDITIONS.
o FAVS reported CUMULATIVE LOSSES OF ($82,000) OR ($0.01) PER SHARE (BEFORE
CHARGES RESULTING FROM ACCOUNTING CHANGES) OVER THE FIRST THREE QUARTERS
OF FISCAL 2004. The fiscal 2004 losses follow reported average annual
losses from continuing operations (before charges resulting from
accounting changes) of ($1,161,000) or ($0.16) per share over fiscal 2001,
2002, and 2003, or TOTAL LOSSES FROM CONTINUING OPERATIONS OF ($3,483,000)
OR ($.48) PER SHARE FOR THOSE THREE FISCAL YEARS.
o The Company HAS NOT REPORTED RENEWING or otherwise informed investors of
the status of ITS KEY SUPPLIER CONTRACT with New Piper Aircraft, Inc.
("New Piper"), which expired on December 31, 2003. The New Piper parts
distribution business represents approximately 10% of the Company's total
net sales.
o FAVS STILL DOES NOT REPORT SEPARATELY IN ITS FINANCIAL STATEMENTS ON
SUPPLY-CHAIN MANAGEMENT (LOGISTICS) OPERATIONS or discuss the terms or
structure of the Company's contracts in this area at a level of detail
that the Group believes would permit meaningful evaluation.
o In the Company's August 2002 investor conference call, management
indicated that, due to the Company's conservative approach following sale
of its National Airmotive Corporation subsidiary, the Company was well
positioned to take advantage of favorable valuations in a depressed market
environment. WE ARE CONCERNED THAT ACQUISITIONS MAY BE LESS ACCRETIVE NOW
THAT INDUSTRY CONDITIONS ARE IMPROVING. WE BELIEVE THE COMPANY HAS MISSED
AN OPPORTUNITY TO IMPLEMENT THE STRATEGY OF GROWTH THROUGH ACQUISITIONS
DURING THE INDUSTRY DOWNTURN. ACQUISITIONS WERE DESCRIBED AS AN IMPORTANT
FEATURE OF THE COMPANY'S BUSINESS PLAN SINCE THE TIME OF ITS IPO. NOW THE
COMPANY HAS SUBSTANTIALLY DEPLETED ITS RESOURCES FOR ACQUISITIONS BY
DISTRIBUTING OVER $7,000,000 THROUGH A JANUARY 2003 SPECIAL DIVIDEND.
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o FAVS COMMON STOCK WAS REMOVED FROM THE NASDAQ NATIONAL MARKET TIER and
placed on the Nasdaq SmallCap tier for failure to maintain the requisite
$5 million public float.
o IN APRIL 2004, GERALD SCHLESINGER RESIGNED AS PRESIDENT OF THE COMPANY'S
AEROSPACE PRODUCTS INTERNATIONAL INC. ("API") SUBSIDIARY TO JOIN NETJETS
INC., OWNED BY WARREN BUFFET'S BERKSHIRE HATHAWAY. Mr. Schlesinger was an
experienced and well respected figure in the general aviation industry who
the Group believes was critical to forming and maintaining API's key
relationships in the industry. MR. SCHLESINGER'S RESIGNATION CONTINUES A
RECENT HISTORY OF MANAGEMENT TURNOVER, including resignation of John
Marsalisi as CFO in October 2001, the appointment of Michael Davidson to
the position in April 2002 to replace him, and the replacement of Mr.
Davidson by Robert Constantini in October 2003.
SELF-DEALING BY MANAGEMENT
DESPITE THE COMPANY'S FAILURE TO GENERATE CONSISTENT PROFITS, THE CURRENT BOARD
CONTINUES TO PERMIT SUBSTANTIAL BENEFITS TO EXECUTIVE MANAGEMENT THROUGH THE
COMPANY'S RELATIONSHIP WITH FIRST EQUITY, WHICH IS OWNED ENTIRELY BY THE
COMPANY'S CHAIRMAN AND ITS CEO. First Equity owns over 50% of the Company's
stock and has voting power to elect all five members of the Board.
The Board continues to permit the following agreements with First Equity:
o An agreement for investment and financial advisory services relating to
potential acquisitions and other financial transactions. Pursuant to this
agreement, THE COMPANY PAID FIRST EQUITY MORE THAN $1,000,000 IN FEES over
fiscal 2001, 2002, and 2003, despite completing only one small ($4.6
million) acquisition during that time. WHAT RETURN HAVE SHAREHOLDERS
RECEIVED FOR THESE FEES?
o AN UNNECESSARY LEASE OF SPACE OWNED BY FIRST EQUITY BY THE COMPANY FOR
MAINTENANCE OF HEADQUARTERS IN WESTPORT, CONNECTICUT, DESPITE THE
AVAILABILITY OF SUFFICIENT SPACE AT THE COMPANY'S MEMPHIS, TENNESSEE
FACILITY.
o Management estimated during the June 2003 investor conference call that
MAINTAINING THE SEPARATE HEADQUARTERS RESULTS IN AN INCREMENTAL COST TO
THE COMPANY OF UP TO $100,000 PER YEAR. Insufficient information is
available to confirm this amount, which Wynnefield believes is low.
OUR CHALLENGE TO THE BOARD
We have met with the Company's Board periodically to offer suggestions for
realizing Shareholder value. In September 2003, we met with the independent
directors of the Company to discuss how long they intended to wait for the
Company's fortunes to improve before actively pursuing a value-releasing
transaction, such as a sale, merger, or going-private transaction. IN A LETTER
DATED NOVEMBER 3, 2003, THE OUTSIDE DIRECTORS REJECTED OUR REQUEST THAT THEY
COMMIT TO AN AGREED RATE-OF-RETURN ON ASSETS AND TO PURSUE A VALUE-RELEASING
TRANSACTION IF THAT GOAL WAS NOT ACHIEVED WITHIN A SPECIFIED TIME FRAME. WE
THINK A COMMITMENT TO ACHIEVE
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TANGIBLE POSITIVE RESULTS WITHIN SOME QUANTIFIABLE BUT REASONABLE TIME FRAME IS
REQUIRED TO REALIZE VALUE FOR ALL SHAREHOLDERS.
HOW ELECTING OUR NOMINEE WILL HELP
If elected, Mr. Obus will be only one of five directors constituting the
Company's Board. Accordingly, as a single director, any plans or suggestions put
forth by Mr. Obus would require the additional vote of at least two other
directors to commit the Board to any specific strategy. A position on the Board,
however, WOULD ALLOW MR. OBUS TO OFFER CONCRETE SUGGESTIONS FOR DEVELOPING AND
EXECUTING A BUSINESS PLAN CAPABLE OF GENERATING CONSISTENT PROFITS. A POSITION
ON THE BOARD WOULD ALSO ALLOW MR. OBUS TO MONITOR THE BOARD'S CONTINUED
EVALUATION OF THE COMPANY'S RELATIONSHIP WITH FIRST EQUITY (INCLUDING WHETHER
MAINTAINING THE COMPANY'S HEADQUARTERS IN WESTPORT IS BENEFICIAL OR
DETRIMENTAL). Finally, if the Company does not develop and execute a profitable
business plan within a reasonable time, Mr. Obus could bring to the Board's
attention alternative strategies for releasing value to outside Shareholders,
such as a sale, merger, or going-private transaction.
Although management, through First Equity, has voting power over more than 50%
of the Company's shares, your vote is important. THE GROUP BELIEVES THAT FAVS'
MANAGEMENT SHOULD LISTEN TO OUTSIDE SHAREHOLDERS AND FEEL COMPELLED TO ELECT MR.
OBUS TO THE BOARD IF THEY DETERMINE THAT HE IS RECEIVING THE SUPPORT OF OUTSIDE
SHAREHOLDERS. THEREFORE IT IS IMPORTANT THAT AS MANY OUTSIDE SHAREHOLDERS AS
POSSIBLE VOTE IN FAVOR OF MR. OBUS' ELECTION.
ELECTION OF THE GROUP NOMINEE
THE BOARD CURRENTLY CONSISTS OF FIVE MEMBERS WITH ONE VACANCY. TWO SEATS ON THE
BOARD ARE UP FOR ELECTION AT THE ANNUAL MEETING.
At the Annual Meeting, the Group will seek to elect Nelson Obus, who has
consented to being named in this Proxy Statement and to serving as a director if
elected, to fill one of the open director seats, in opposition to one of the
Company's nominees. Mr. Obus will be elected if he receives more affirmative
votes than at least one of management's nominees. Proxies withholding authority
to vote for Mr. Obus and broker non-votes will not count as affirmative votes
for Mr. Obus. If elected, Mr. Obus would be entitled to serve a three-year term
ending in 2007.
YOU MUST SIGN AND RETURN THE GROUP'S GREEN PROXY CARD TO VOTE FOR MR. OBUS.
NELSON OBUS
Nelson Obus, age 57, has co-managed Wynnefield Partners LP since its inception
in November 1992, Wynnefield Partners LP I since its inception in July 1997, and
Wynnefield Value Fund since its inception in January 1997. Mr. Obus has served
as president of WCI and as co-managing member of WCM since 1992. From February
1990 until September 1992 he was Research Director of Schafer Capital
Management, Inc., and Schafer Cullen Management, Inc. Prior thereto, Mr. Obus
worked at Lazard Freres & Co. for eight years as an analyst, account executive,
and research director in its institutional sales department. He received a B.A.
from
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New York University and an M.A. and A.B.D. from Brandeis University in Politics.
Before working in the financial sector, Mr. Obus worked as an educator and land
manager in the environmental field. He currently serves on the board of
directors of Sylvan Inc. (Nasdaq: SYLN), and Layne Christensen Company (Nasdaq:
LAYN).
If Mr. Obus is unable to serve as a director, he, as the named proxy on the
attached GREEN card, or his designee will vote for the election of another
nominee as may be proposed by the Group.
The Wynnefield Group strongly recommends a vote "FOR" the election of Nelson
Obus as director. The Group recommends that you vote to protect your interest as
a Shareholder of First Aviation Services, Inc., by signing, dating, and
returning the GREEN proxy card today.
SHAREHOLDER PROPOSAL
The Wynnefield Group submitted the following Shareholder proposal for
consideration at the Annual Meeting:
"The Company's stockholders recommend that the board of directors take
steps to provide for cumulative voting for directors."
WHY ARE WE PROPOSING CUMULATIVE VOTING?
The Company's CEO and Chairman, through First Equity, currently elect the entire
board of directors. THE WYNNEFIELD GROUP AND OTHER OUTSIDE SHAREHOLDERS HAVE NO
PRACTICAL OPPORTUNITY TO ELECT A DIRECTOR OF THEIR CHOOSING.
We think all outside Shareholders would be better represented by a Board with at
least one director elected by Shareholders other than First Equity. A Board
representative elected by outside Shareholders could bring fresh perspective to
addressing the Company's failure to develop and execute a consistently
profitable business plan, and the questionable benefit to Shareholders of the
Company's relationship with First Equity, as described earlier in this proxy
statement.
HOW WOULD CUMULATIVE VOTING HELP?
Cumulative voting allows a Shareholder to cast a number of votes equal to the
number of shares held multiplied by the number of directors being elected. A
Shareholder may direct all of its votes to a single nominee or split its votes
among several nominees (for example, 1,000 shares times two directors provides
2,000 votes that can be cast for one nominee). UNDER CUMULATIVE VOTING, 33.4% OF
THE COMPANY'S STOCK COULD ELECT A NOMINEE IN YEARS WHEN TWO DIRECTORS ARE UP FOR
ELECTION.
VOTE REQUIRED AND RECOMMENDATION
Approval of the Shareholder proposal will require the affirmative vote of the
holders of a majority of the Company's outstanding shares of Common Stock
present in person or represented by proxy at the meeting and entitled to vote on
the proposal. In calculating whether the proposal
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has received the required majority, abstentions will have the same effect as a
no vote. Broker non-votes, while counting towards establishing a quorum, will
not be counted as shares entitled to vote on the proposal and will therefore
have the practical effect of reducing the number of affirmative votes required
to achieve a majority by reducing the total number of shares from which the
majority is calculated.
A VOTE FOR CUMULATIVE VOTING WILL SEND A STRONG MESSAGE TO THE COMPANY AND ITS
MANAGEMENT THAT OUTSIDE SHAREHOLDERS WANT A FRESH PERSPECTIVE ON THE BOARD.
THEREFORE IT IS IMPORTANT THAT AS MANY OUTSIDE SHAREHOLDERS AS POSSIBLE VOTE IN
FAVOR OF THE SHAREHOLDER PROPOSAL.
THE WYNNEFIELD GROUP STRONGLY RECOMMENDS A VOTE "FOR" THE SHAREHOLDER PROPOSAL
FOR CUMULATIVE VOTING IN DIRECTOR ELECTIONS. THE GROUP RECOMMENDS THAT YOU VOTE
TO PROTECT YOUR INTEREST AS A SHAREHOLDER OF FIRST AVIATION SERVICES, INC., BY
SIGNING, DATING, AND RETURNING THE GREEN PROXY CARD TODAY.
AUDITORS
The Group supports ratification of the appointment of Ernst & Young LLP as
independent accountants for the Company for the fiscal year ending January 31,
2005.
CERTAIN INFORMATION REGARDING THE PARTICIPANTS
Neither any Group member, the Group Nominee, nor any associate of any Group
member or the Group Nominee has any interest in the matters to be voted upon at
the Annual Meeting, other than an interest, if any, as a Shareholder of the
Company or, with respect to the Group Nominee, as a nominee for director.
Each of the members of the Group is a party to a Joint Filing Agreement, dated
as of April 15, 2004 (the "13D Joint Filing Agreement"), pursuant to which the
parties agreed to file jointly on Schedule 13D with respect to their ownership
of the Company's Common Stock. Except for the 13D Joint Filing Agreement and as
otherwise described herein, neither any Group member nor the Group Nominee is
now, or within the past year has been, a party to any contract, arrangement or
understanding with any person with respect to any securities of the Company
(including, but not limited to, joint ventures, loan or option arrangements,
puts or calls, guarantees against loss or guarantees of profit, division of
losses or profits, or the giving or withholding of proxies).
Except as described herein, neither any Group member, the Group Nominee, nor any
associate of any Group member or the Group Nominee: (1) has engaged in or has a
direct or indirect interest in any transaction or series of transactions since
the beginning of the Company's last fiscal year, or in any currently proposed
transaction, to which the Company or any of its subsidiaries is a party where
the amount involved was in excess of $60,000; (2) has borrowed any funds for the
purpose of acquiring or holding any securities of the Company; (3) has any
arrangement or understanding with any person regarding any future employment by
the Company or its affiliates, or any future transaction to which the Company or
any of its affiliates will or may be a party; or (4) is the beneficial or record
owner of any securities of the Company or any parent or subsidiary thereof.
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Additional information concerning the Group and the Group Nominee, including,
but not limited to, beneficial ownership of and transactions in the Common
Stock, is set forth in Appendices A and B hereto. Each of the individuals listed
in Appendix A is a citizen of the United States.
SECTION 16 BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Nelson Obus did not timely report on Form 4 the purchase of 7,500 shares of
Common Stock by the Plan on November 20, 1998.
OTHER MATTERS
The Company's proxy statement, when mailed, is expected to contain information
regarding: (1) securities ownership of certain beneficial owners and management;
(2) meetings and committees of the Board; (3) the background of the Company's
nominees for the Board; (4) the compensation and remuneration paid and payable
to the Company's directors and management; (5) stock price performance; (6)
voting procedures, including the share vote required for approval or election,
at the Annual Meeting; (7) the submission of Shareholder proposals at the
Company's 2005 annual meeting of Shareholders; and (8) information regarding
fees and services of the Company's independent auditors. The Group has no
knowledge of the accuracy of the Company's disclosures in its proxy materials.
SOLICITATION; EXPENSES
Proxies may be solicited by the Group by mail, advertisement, telephone,
facsimile, and personal solicitation. Phone calls will be made to individual
Shareholders by Nelson Obus, certain of his administrative personnel, and
employees of MacKenzie Partners, Inc. Mr. Obus will be principally responsible
for soliciting proxies for the Group, and certain of his administrative
personnel will perform secretarial work in connection with the solicitation of
proxies, for which no additional compensation will be paid. Banks, brokerage
houses, and other custodians, nominees, and fiduciaries will be requested to
forward the Group's solicitation material to their customers for whom they hold
shares and the Group will reimburse them for their reasonable out-of-pocket
expenses.
The Group has retained MacKenzie Partners, Inc., to assist in the solicitation
of proxies and for related services. The Group will pay MacKenzie Partners,
Inc., up to $______________ for its services and has agreed to reimburse it for
its reasonable out-of-pocket expenses. The Group will provide indemnification of
MacKenzie Partners, Inc., under certain circumstances. Approximately ____
employees of MacKenzie Partners, Inc., will be involved in the solicitation of
proxies.
The entire expense of preparing, assembling, printing, and mailing this Proxy
Statement and related materials and the cost of soliciting proxies will be borne
by the Group.
Although no precise estimate can be made at the present time, the Group
currently estimates that the total expenditures relating to the Proxy
Solicitation incurred by the Group will be approximately $______, of which
approximately $______ has been incurred to date. The Group intends to seek
reimbursement from the Company for those expenses incurred by the Group in
connection with this Proxy Solicitation, if the Group Nominee is elected, but
does not intend to submit the question of such reimbursement to a vote of the
Shareholders.
-10-
VOTING AND REVOCATION OF PROXIES
For the proxy solicited hereby to be voted, the enclosed GREEN proxy card must
be signed, dated, and returned to the Group c/o MacKenzie Partners, Inc., in the
enclosed envelope in time to be voted at the Annual Meeting. If you wish to vote
for the Group Nominee, you must submit the enclosed GREEN proxy card and must
NOT submit the Company's proxy card. If you have already returned the Company's
proxy card, you have the right to revoke it by signing, dating, and mailing the
enclosed GREEN proxy card. If you later vote on the Company's proxy card (even
if it is to withhold authority to vote for the Company's nominees), you will
revoke your previous vote for the Group Nominee. ONLY YOUR LATEST DATED PROXY
WILL COUNT AT THE ANNUAL MEETING. WE URGE YOU NOT TO RETURN ANY PROXY CARD SENT
TO YOU BY THE COMPANY.
Execution of a GREEN proxy card will not affect your right to attend the Annual
Meeting and to vote in person. Any proxy may be revoked as to all matters
covered thereby at any time prior to the time a vote is taken by: (i) filing
with the Secretary of the Company a later dated written revocation; (ii)
submitting a duly executed proxy bearing a later date to the Group or to the
Company; or (iii) attending and voting at the Annual Meeting in person.
Attendance at the Annual Meeting will not in and of itself constitute a
revocation.
Although a revocation will be effective only if delivered to the Company, the
Group requests that either the original or a copy of all revocations be mailed
to The Wynnefield Group c/o MacKenzie Partners, Inc., at 105 Madison Avenue, New
York, NY 10016, so that the Group will be aware of all revocations and can more
accurately determine if and when the requisite proxies for the election of the
Group Nominee as a director have been received. The Group may contact
Shareholders who have revoked their proxies.
Shares of Common Stock represented by a valid, unrevoked GREEN proxy card will
be voted as specified. Shares represented by a GREEN proxy card where no
specification has been made will be voted FOR the Group Nominee, FOR the
proposal for cumulative voting, and FOR Ernst & Young LLP, as auditors.
Except as set forth in this Proxy Statement, the Group is not aware of any other
matter to be considered at the Annual Meeting. The person named as proxy on the
enclosed GREEN proxy card will, however, have discretionary voting authority as
such proxy regarding any other business that may properly come before the Annual
Meeting. The proxy may exercise discretionary authority only as to matters
unknown to the Group a reasonable time before this Proxy Solicitation.
If your shares are held in the name of a brokerage firm, bank, or nominee, only
such brokerage firm, bank, or nominee can vote such shares and only upon receipt
of your specific instructions. Accordingly, please promptly contact the person
responsible for your account at such institution and instruct that person to
execute and return the GREEN proxy card on your behalf. You should also promptly
sign, date, and mail the voting instruction form (or GREEN proxy card) that your
broker or banker sends you. Please do this for each account you maintain to
ensure that all of your shares are voted. If any of your shares were held in the
name of a brokerage firm, bank, or nominee on the Annual Meeting Record Date,
you will need to give appropriate
-11-
instructions to such institution if you want to revoke your proxy. IF YOU DO NOT
GIVE INSTRUCTIONS TO YOUR BROKER OR OTHER NOMINEE, YOUR SHARES WILL NOT BE
VOTED.
Only holders of record of Common Stock on the Annual Meeting Record Date will be
entitled to vote at the Annual Meeting. If you are a Shareholder of record on
the Annual Meeting Record Date, you will retain the voting rights in connection
with the Annual Meeting even if you sell such shares after the Annual Meeting
Record Date. Accordingly, it is important that you vote the shares of Common
Stock held by you on the Annual Meeting Record Date, or grant a proxy to vote
such shares on the GREEN proxy card, even if you sell such shares after such
date.
The Group believes that it is in your best interest to elect the Group Nominee
as a director at the Annual Meeting and approve the proposal for cumulative
voting. THE GROUP STRONGLY RECOMMENDS A VOTE FOR THE GROUP NOMINEE, FOR THE
PROPOSAL FOR CUMULATIVE VOTING, AND FOR THE PROPOSED AUDITORS.
THE WYNNEFIELD GROUP
If you have any questions, or need further assistance, please call:
Lawrence E. Dennedy Nelson Obus
Daniel M. Sullivan The Wynnefield Group
MacKenzie Partners, Inc. 450 Seventh Avenue, Suite 509
105 Madison Avenue Phone: (212) 760-0134
New York, NY 10016
Phone: (800) 322-2885
-12-
APPENDIX A
THE WYNNEFIELD GROUP AND ITS NOMINEE
The participants who comprise the Group own in the aggregate 2,168,444 shares of
Common Stock, representing approximately 29.8% of the shares outstanding, and
are as follows:
Wynnefield Capital Management, LLC ("WCM"), is a New York limited liability
company engaged in the business of investing in securities. Its principal
business address is 450 Seventh Avenue, Suite 509, New York, New York 10123.
Nelson Obus and Joshua H. Landes are co-managing members of WCM and share
discretion over disposition and voting of its investments in securities.
Wynnefield Capital, Inc. ("WCI"), is a Delaware corporation engaged in the
business of investing in securities. Its principal business address is 450
Seventh Avenue, Suite 509, New York, New York 10123. Mr. Obus and Mr. Landes, as
principal executive officers of WCI, share discretion over disposition and
voting of its investments in securities.
Wynnefield Capital, Inc. Profit Sharing Plan is an employee profit-sharing plan
of WCI. Its principal business address is 450 Seventh Avenue, Suite 509, New
York, New York 10123. Mr. Obus and Mr. Landes share power to vote and dispose of
the Plan's investments in securities.
Wynnefield Partners Small Cap Value, L.P. ("Wynnefield Partners LP"), is a
Delaware limited partnership engaged in the business of investing in securities.
Its principal business address is 450 Seventh Avenue, Suite 509, New York, New
York 10123. WCM is general partner of Wynnefield Partners LP, and Mr. Obus and
Mr. Landes share discretion over disposition and voting of Wynnefield Partners
LP's investments in securities as co-managing members of WCM.
Wynnefield Partners Small Cap Value, L.P. I ("Wynnefield Partners LP I"), is a
Delaware limited partnership engaged in the business of investing in securities.
Its principal business address is 450 Seventh Avenue, Suite 509, New York, New
York 10123. WCM is general partner of Wynnefield Partners LP I, and Mr. Obus and
Mr. Landes share discretion over disposition and voting of Wynnefield Partners
LP I's investments in securities as co-managing members of WCM.
Wynnefield Small Cap Value Offshore Fund, Ltd. ("Wynnefield Value Fund"), is a
private investment company organized under the laws of the Cayman Islands. Its
principal business address is 450 Seventh Avenue, Suite 509, New York, New York
10123. WCI is the sole investment manager of Wynnefield Value Fund, and Mr. Obus
and Mr. Landes share discretion over disposition and voting of Wynnefield Value
Fund's investments in securities as principal executive officers of WCI.
Nelson Obus is an investment manager and is president of WCI and co-managing
member of WCM. Mr. Obus also serves on the board of directors of Sylvan Food
Holdings, Inc., and Layne Christensen Company. His business address is 450
Seventh Avenue, Suite 509, New York, New York 10123.
A-1
Joshua H. Landes is an investment manager and is vice president of WCI and
co-managing member of WCM. His business address is 450 Seventh Avenue, Suite
509, New York, New York 10123.
The following table sets forth information regarding holdings of Common Stock by
members of the Group (who together constitute a "group" as the term is used in
Section 13(d)(3) of the Securities Exchange Act of 1934 and thereby may be
deemed to each share voting and dispositive power with respect to Common Stock
owned directly by any member of the Group):
Participant and Address Shares Held Percent of
Beneficially Class
Wynnefield Partners Small Cap Value, L.P.(1) 2,168,444 29.8%
450 Seventh Avenue, Suite 509
New York, New York 10123
Wynnefield Partners Small Cap Value, L.P. I(2) 2,168,444 29.8%
450 Seventh Avenue, Suite 509
New York, New York 10123
Wynnefield Small Cap Value 2,168,444 29.8%
Offshore Fund, Ltd.(3)
450 Seventh Avenue, Suite 509
New York, New York 10123
Nelson Obus (4) 2,168,444 29.8%
450 Seventh Avenue, Suite 509
New York, New York 10123
Joshua H. Landes(5) 2,168,444 29.8%
450 Seventh Avenue, Suite 509
New York, New York 10123
Wynnefield Capital Management, LLC(6) 2,168,444 29.8%
450 Seventh Avenue, Suite 509
New York, New York 10123
Wynnefield Capital, Inc.(7) 2,168,444 29.8%
450 Seventh Avenue, Suite 509
New York, New York 10123
Wynnefield Capital, Inc. Profit Sharing Plan(8) 2,168,444 29.8%
450 Seventh Avenue, Suite 509
New York, New York 10123
_______________________
(1) Wynnefield Partners Small Cap Value, L.P., owns 744,258 shares of Common
Stock directly.
A-2
(2) Wynnefield Partners Small Cap Value, L.P. I, owns 910,834 shares of Common
Stock directly.
(3) Wynnefield Small Cap Value Offshore Fund, Ltd., owns 405,852 shares of
Common Stock directly.
(4) Nelson Obus owns 100,000 shares of Common Stock directly.
(5) Wynnefield Capital Management, LLC, does not directly own any shares of
Common Stock.
(6) Wynnefield Capital, Inc., does not directly own any shares of Common
Stock.
(7) Joshua H. Landes does not directly own any shares of Common Stock.
(8) Wynnefield Capital, Inc. Profit Sharing Plan owns 7,500 shares of Common
Stock directly.
No member of the Group owns any shares of the Common Stock of record but not
beneficially.
A-3
APPENDIX B
TRANSACTIONS OF WYNNEFIELD GROUP IN THE COMMON STOCK
The following transactions are the only transactions during the past two years
with regard to any Group member:
Wynnefield Partners Small Cap Value, L.P.
Date Buy/Sell Number of Shares Price Per Share Total
07/23/2002 Buy 2,000 $4.45 $ 8,900.00
10/09/2002 Buy 700 $3.75 $ 2,625.00
01/14/2003 Sell 7,500 $5.25 $ 39,375.00
Wynnefield Partners Small Cap Value, L.P. I
Date Buy/Sell Number of Shares Price Per Share Total
05/13/2002 Buy 1,000 $4.77 $ 4,770.00
07/16/2002 Buy 100 $4.65 $ 465.00
07/26/2002 Buy 1,200 $4.60 $ 5,520.00
07/31/2002 Buy 500 $4.80 $ 2,400.00
10/09/2002 Buy 900 $3.75 $ 3,375.00
01/14/2003 Sell 7,500 $5.25 $ 39,375.00
Wynnefield Small Cap Value Offshore Fund, Ltd.
Date Buy/Sell Number of Shares Price Per Share Total
06/19/2002 Buy 100 $5.02 $ 502.00
08/22/2002 Buy 200 $4.32 $ 864.00
08/23/2002 Buy 452 $4.35 $ 1,966.20
08/27/2002 Buy 2,500 $4.22 $ 10,550.00
10/09/2002 Buy 400 $3.75 $ 1,500.00
Channel Partnership II, L.P.1
Date Buy/Sell Number of Shares Price Per Share Total
06/28/2002 Buy 200 $4.75 $ 950.00
07/19/2002 Buy 500 $4.65 $ 2,325.00
01/08/2003 Sell 5,000 $5.37 $ 26,850.00
01/09/2003 Sell 13,700 $5.29 $ 72,473.00
01/09/2003 Sell 4,000 $5.35 $ 21,400.00
01/09/2003 Sell 1,000 $5.40 $ 5,400.00
Such shares of Common Stock were paid for from the working capital of each
entity in the Group. Each entity in the Group maintains a separate investment
fund, consisting of capital contributions from their respective partners and
investors and capital appreciation derived therefrom for the principal purpose
of buying and selling securities (including financial and money market
instruments) and interests in domestic and foreign securities, including,
without limitation, convertible securities, stock index futures contracts,
options, puts and calls, and stock warrants.
- --------
1 Nelson Obus had sole discretion over disposition and voting of Channel
Partnership II, L.P.'s ("Channel's"), investments in securities. Channel is not
identified as a participant in the Group because it ceased to own any shares of
the Common Stock as of January 9, 2003.
B-1
P R O X Y
THIS PROXY IS SOLICITED BY THE WYNNEFIELD GROUP IN OPPOSITION TO
THE BOARD OF DIRECTORS OF FIRST AVIATION SERVICES, INC.
FIRST AVIATION SERVICES, INC.
2004 ANNUAL MEETING OF SHAREHOLDERS
The undersigned hereby appoints Nelson Obus, as proxy with full power of
substitution, to vote in the name of and as proxy for the undersigned at the
2004 Annual Meeting of First Aviation Services, Inc. (the "Company"), and at any
adjournment(s) or postponement(s) thereof, according to the number of votes that
the undersigned would be entitled to cast if personally present on the following
matters:
1. ELECTION OF DIRECTORS - To elect NELSON OBUS as a director of the Company:
FOR ___ WITHHOLD ___
To withhold authority to vote for the election of Nelson Obus, place an X next
to Withhold.
2. SHAREHOLDER PROPOSAL FOR CUMULATIVE VOTING IN DIRECTOR ELECTIONS:
FOR ___ AGAINST ___ ABSTAIN ___
3. APPOINTMENT OF ERNST & YOUNG LLP AS INDEPENDENT ACCOUNTANTS FOR THE FISCAL
YEAR ENDING JANUARY 31, 2005:
FOR ___ AGAINST ___ ABSTAIN ___
IMPORTANT: PLEASE SIGN AND DATE ON THE REVERSE SIDE.
This proxy, when properly executed, will be voted in the manner directed herein
by the undersigned shareholder. Shareholders signing and returning this proxy
will not be able to vote for either of the Company's nominees for director and,
therefore, will be precluded from voting for any nominee to one of the two
positions up for election on the Company's Board. UNLESS OTHERWISE SPECIFIED,
THIS PROXY WILL BE VOTED "FOR" THE ELECTION OF NELSON OBUS AS DIRECTOR, "FOR"
THE SHAREHOLDER PROPOSAL FOR CUMULATIVE VOTING IN DIRECTOR ELECTIONS, AND "FOR"
THE APPOINTMENT OF ERNST & YOUNG LLP AS THE INDEPENDENT ACCOUNTANTS. This proxy
revokes all prior proxies given by the undersigned.
In his discretion, the proxy is authorized to vote upon such other business as
may properly come before the meeting, or any adjournments or postponements
thereof, as provided in the proxy statement provided herewith. The proxy may
exercise discretionary authority only as to matters unknown to the Wynnefield
Group a reasonable time before their proxy solicitation.
Please sign exactly as your name appears hereon or on your proxy card previously
sent to you. When shares are held by joint tenants, both should sign. When
signing as an attorney, executor, administrator, trustee, or guardian, please
give full title as such. If a corporation, please sign in full corporation name
by the President or other duly authorized officer. If a partnership, please sign
in partnership name by authorized person.
Dated: _______________________________, 2004
___________________________________________
(Signature)
___________________________________________
(Signature, if jointly held)
Title: ____________________________________
PLEASE SIGN, DATE, AND MAIL THIS PROXY CARD TODAY.