SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
(Amendment No. __)
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[ ] Preliminary Proxy Statement
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[ X ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12
SMC CORPORATION
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(Name of Registrant as Specified in its Charter)
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SMC CORPORATION
Notice of Annual Meeting of Shareholders
May 13, 1999
To the Shareholders of SMC Corporation:
The Annual Meeting of Shareholders of SMC Corporation, an Oregon
corporation, (the "Company") will be held at the Bend Golf and Country Club,
located at 61045 Country Club Drive, Bend, Oregon, on Thursday, May 13, 1999 at
1:00 p.m. for the following purposes:
1. To elect five directors, each to serve until the next Annual Meeting of
Shareholders and until a successor has been elected and qualified;
2. To transact any other business that properly comes before the meeting or
any adjournment thereof.
Only shareholders of record at the close of business on April 1, 1999 are
entitled to notice of and to vote at the meeting or any adjournments thereof.
Please date and sign the enclosed proxy and return it in the
postage-prepaid envelope enclosed for that purpose. You may attend the meeting
in person even if you send in your proxy, because retention of the proxy is not
necessary for admission to or identification at the meeting.
By Order of the Board of Directors,
Connie M. Perlot
Secretary
April 8, 1999
Bend, Oregon
YOUR VOTE IS IMPORTANT. WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING IN
PERSON, PLEASE EXECUTE AND RETURN THE ENCLOSED PROXY IN THE ACCOMPANYING
ENVELOPE SO THAT YOUR STOCK WILL BE VOTED. THE ENVELOPE REQUIRES NO POSTAGE IF
MAILED IN THE UNITED STATES.
SMC CORPORATION
PROXY STATEMENT
Annual Meeting of Shareholders
------
The mailing address of the principal executive offices of the Company is
20545 Murray Road, P.O. Box 6089, Bend, Oregon 97708. This Proxy Statement and
the accompanying Notice of Annual Meeting and the Proxy Card are first being
sent to the shareholders on or about April 8, 1999.
Upon written request to William L. Rich, Chief Financial Officer, any
person whose proxy is solicited by this proxy statement will be provided,
without charge, a copy of the Company's Annual Report on Form 10-K.
SOLICITATION AND REVOCABILITY OF PROXY
The enclosed proxy is solicited on behalf of the Board of Directors of SMC
Corporation, an Oregon corporation, for use at the Annual Meeting of
Shareholders to be held on May 13, 1999 and at any adjournment thereof. The
Company will bear the cost of preparing and mailing the proxy, proxy statement,
and any other material furnished to shareholders by the Company in connection
with the annual meeting. Proxies will be solicited by use of the mails, and
officers and employees of the Company may also solicit proxies by telephone or
personal contact. Copies of solicitation materials will be furnished to
fiduciaries, custodians, and brokerage houses for forwarding to beneficial
owners of the stock held in their names.
Any person giving a proxy in the form accompanying this proxy statement has
the power to revoke it at any time before its exercise. The proxy may be revoked
by filing with the Company, attention Connie M. Perlot, Secretary, an instrument
of revocation or a duly executed proxy bearing a later date. The proxy may also
be revoked by affirmatively electing to vote in person while in attendance at
the meeting. A shareholder who attends the meeting, however, need not revoke the
proxy and vote in person unless he or she wishes to do so. All valid, unrevoked
proxies will be voted at the annual meeting in accordance with the instructions
given. If no instructions are specified, the shares will be voted FOR Proposal
1, Election of Directors, in the accompanying Notice of Annual Meeting of
Shareholders, and these votes will be counted toward determining a quorum.
VOTING SECURITIES AND PRINCIPAL SHAREHOLDERS
The Common Stock is the only outstanding authorized voting security of the
Company. The record date for determining holders of Common Stock entitled to
vote at the annual meeting is April 1, 1999. Each share of Common Stock
outstanding on the record date will be entitled to one vote. The Common Stock
does not have cumulative voting rights. On March 17, 1999, there were 5,890,208
shares of Common Stock outstanding.
The following table sets forth certain information regarding the beneficial
ownership as of March 17, 1999 of the Common Stock by (i) each person known by
the Company to own beneficially more than 5 percent of the Common Stock, (ii)
each director and nominee for director of the Company, (iii) each executive
officer of the Company named in the Summary Compensation Table, and (iv) all
executive officers and directors as a group. Except as otherwise noted, the
persons listed below have sole investment and voting power with respect to the
Common Stock owned by them, and their addresses are c/o SMC Corporation, 20545
Murray Road, P.O. Box 6089, Bend, Oregon, 97708.
Number of Shares Percentage
Beneficial Owner Beneficially Owned of Shares
- ---------------- ------------------ ----------
Mathew M. Perlot.......................................... 3,486,140 (1) 59%
Curtis W. Lawler.......................................... 1,170,000 (2) 20%
Jay L. Howard............................................. 180,660 (3) 3%
Lawrence S. Black......................................... 33,974 (4) *
Jim L. Traughber.......................................... 7,724 (5) *
Connie M. Perlot.......................................... -- (6) --
All directors and executive officers as a
group (10 persons)...................................... 4,892,676 (7) 83%
- --------------
* Less than 1%
(1) Includes 236,140 shares subject to an option exercisable within 60 days
after March 17, 1999. Excludes 63,860 shares subject to an option not
exercisable within 60 days after that date.
(2) Includes 50,000 shares subject to an option exercisable within 60 days
after March 17, 1999.
(3) Consists of 180,660 shares subject to an option exercisable within 60 days
after March 17, 1999. As of March 1, 1999, Mr. Howard resigned his position
with SMC and his seat on the Board of Directors.
(4) Includes 6,724 shares subject to options exercisable within 60 days after
March 17, 1999 and 26,250 shares subject to a currently exercisable
warrant. Excludes 1,276 shares subject to options not exercisable within 60
days after March 17, 1999.
(5) Consists of 7,724 shares subject to options exercisable within 60 days
after March 17, 1999. Excludes 1,276 shares subject to options not
exercisable within 60 days after that date.
(6) Excludes shares owned by Mathew M. Perlot, husband of Connie M. Perlot,
over which Ms. Perlot has no voting power or investment authority.
(7) Includes 451,260 shares subject to options held by executive officers and
directors that are exercisable within 60 days after March 17, 1999 and
26,250 share subject to an exercisable warrant held by a director. Excludes
94,400 shares subject to options held by executive officers and directors
that are not exercisable within 60 days after that date.
1
PROPOSAL 1: ELECTION OF DIRECTORS
The directors of the Company are elected at the Annual Meeting to serve
until their successors are elected and qualified. Vacancies resulting from an
increase in the size of the Board may be filled by the Board of Directors or by
the shareholders. If a quorum of shareholders is present at the annual meeting,
the five nominees for election as directors who receive the greatest number of
votes cast at the meeting will be elected directors. Abstentions and broker
non-votes will have no effect on the results of the vote. Unless otherwise
instructed, proxy holders will vote the proxies they receive for the nominees
named below. If any of the nominees for director at the annual meeting becomes
unavailable for election for any reason, the proxy holders will have
discretionary authority to vote pursuant to the proxy for a substitute. The
following table briefly describes the Company's nominees for directors.
Director
Name, Principal Occupation and Other Directorships Age Since
- -------------------------------------------------- --- --------
Mathew M. Perlot. Mr. Perlot co-founded the Company in 1986 and has 62 1986
since served as its President, Chief Executive Officer and Chairman of
the Board. In May 1997 he was succeeded by Jay L. Howard as president.
Mr. Perlot is married to Connie M. Perlot, a director and
Secretary-Treasurer of the Company.
Curtis W. Lawler. Mr. Lawler's most recent positions with the Company 77 1989
were Vice President of the Company and General Manager -- Beaver Motor
Coaches, Inc. Mr. Lawler co-founded the Company in 1986 and had been
employed by the Company in various capacities since 1987. Mr. Lawler
retired as an officer of the Company in March 1996.
Connie M. Perlot. Ms. Perlot became Secretary-Treasurer in January 50 1986
1987. Since 1986 Ms. Perlot has served as internal auditor for the
Company. Ms. Perlot is married to Mathew M. Perlot.
Jim L. Traughber. From 1968 to 1997, Mr. Traughber owned and served as 61 1994
President of Traughber Oil Company, a wholesale petroleum products
distributor located in central Oregon.
Lawrence S. Black. Mr. Black is the Chairman of the Board of Black & 69 1995
Company, Inc., an investment banking firm that served as the managing
underwriter for the initial public offering of the Company's Common
Stock in January 1995. Mr. Black is also a director of Arrhythmia
Research Technology, Inc.
2
Board Meetings and Committees
The Board of Directors met four times during 1998. No director attended
fewer than 75% of the aggregate of all meetings of the Board of Directors and
the committees of which the director was a member during 1998. The standing
committees of the Board of Directors are the Audit Committee and the
Compensation Committee. The members of each of the Audit Committee and the
Compensation Committee are nonemployee directors. The Company does not have a
nominating committee.
The Audit Committee for 1998 consisted of Messrs. Ray, Traughber, and
Black, who, with the exception of Mr. Ray, who has retired from the board of
directors, will continue as the Audit Committee for 1999. The Audit Committee
oversees actions taken by the Company's independent auditors. The Compensation
Committee for 1998 consisted of Messrs. Ray, Traughber, and Black, who, with the
exception of Mr. Ray, will continue as the Compensation Committee for 1999. The
Compensation Committee reviews the compensation of the Company's executive
officers and makes recommendations to the Board of Directors regarding
compensation. The Compensation Committee also administers the Stock Incentive
Plan and recommends grants under the Plan to the Board of Directors. The Audit
Committee met twice and the Compensation Committee met once during 1998.
Compensation of Directors
Under the Company's 1994 Stock Incentive Plan (the "Plan"), each
nonemployee director automatically is granted an option to purchase 5,000 shares
of Common Stock on the date he or she becomes a nonemployee director and
automatically is granted an option to purchase 1,000 additional shares of Common
Stock in each subsequent calendar year that the nonemployee director continues
to serve in that capacity. Other than these automatic grants, nonemployee
directors may not be granted any other options under the Plan. Nonemployee
directors also receive $10,000 per year as compensation for serving on the Board
of Directors and are reimbursed for reasonable expenses incurred in attending
meetings. Officers are appointed by the Board of Directors and serve at its
discretion.
3
EXECUTIVE COMPENSATION
Summary Compensation Table
The following table sets forth the executive compensation paid by the
Company during the last three years to the Chief Executive Officer and all other
officers who earned more than $100,000 in combined salary and bonus in 1998.
Long-Term
Compensation Awards
Annual Compensation --------------------
Name and ---------------------- Securities All Other
Principal Position Year Salary Bonus Underlying Options(1) Compensation
- ------------------ ---- --------- --------- -------------------- ------------
Mathew M. Perlot..................... 1998 $ 316,800 $ 159,165 100,000 $ 4,362
Chief Executive Officer, and 1997 316,800 119,951 11,425
Chairman of the Board 1996 303,267 276,219 5,226
Jay L. Howard (2).................... 1998 168,300 159,165 100,000 2,777
President and Chief Operating 1997 168,300 70,358 100,000 2,702
Officer 1996 153,000 39,033 50,000 3,563
- --------------
(1) Represents shares of Common Stock issuable upon exercise of stock options
granted under the Company's 1994 Stock Option Plan.
(2) Mr. Howard resigned his position with the Company and as a director on
March 1, 1999.
Stock Option Grants in Last Fiscal Year
The following table provides information regarding stock options granted in
1998 to the executive officers named in the Summary Compensation Table.
Percentage Realizable Value at
Number of of Options Assumed Rates of Annual
Shares Granted to Stock Price Appreciation
Underlying Employees Exercise for Option Terms (1)
Options During Price Per Expiration ------------------------
Name Granted Fiscal Year Share Date 5% 10%
---- ---------- ----------- --------- ---------- --------- ---------
Mathew M.Perlot 100,000 (2) 31.7% $ 9.375 2/27/08 $ - $ 469,067
Jay L. Howard 100,000 (3) 31.7% $ 9.375 5/1/99 $ - $ -
(1) In accordance with rules of the Securities and Exchange Commission, these
amounts are the hypothetical gains or "option spreads" that would exist for
the respective options based on assumed compounded rates of annual stock
price appreciation of 5 percent and 10 percent from the date the options
were granted over the option term.
(2) This option becomes exercisable for 2.78% of the shares subject to the
option on February 22, 1998, and for an additional 2.78% of the shares
subject to the option on the first day of each month thereafter until fully
exercisable.
(3) As of March 1, 1999, Mr. Howard resigned from the Company and the Board of
Directors.
4
Option Exercises and Year-End Option Values
None of the executive officers named in the Summary Compensation Table
exercised any options during 1998. The following table indicates for all
executive officers named in the Summary Compensation Table (i) the number of
shares subject to exercisable and unexercisable stock options as of December 31,
1998 and (ii) the value of "in-the-money" options, which represents the positive
difference between the exercise price of existing stock options and the year-end
price of the Common Stock.
Number of
Shares Subject Value of
Number of to Unexercised Unexercised
Shares Options In-the-Money
Acquired Value at Fiscal Year End at Fiscal Year End(1)
on Exercise Realized Exercisable Unexercisable Exercisable Unexercisable
----------- -------- ----------- ------------- ----------- -------------
Mathew M. Perlot 0 0 227,800 72,200 $ -- $ --
Jay L. Howard 0 0 166,760 133,240 -- --
- --------------
(1) Based on last sale price of $4.625 for the Company's Common Stock on
December 31, 1998.
5
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION(1)
In 1998, the Compensation Committee of the Board of Directors (the
"Committee") was composed of three nonemployee directors. The Committee is
responsible for developing and making recommendations to the Board with respect
to the Company's compensation policies and the levels of compensation to be paid
to executive officers. In addition, the Committee has responsibility for the
administration of, and the grant of stock options and other awards under, the
Plan.
The objectives of the Company's executive compensation program are to
attract and retain highly qualified executives and to motivate them to maximize
shareholder returns by achieving both short-term and long-term strategic Company
goals. The two basic components of the executive compensation program are base
salary and long-term incentive compensation in the form of stock options. The
Company also has a cash bonus program for senior executives and a 401(k) Profit
Sharing Plan, both of which were instituted in 1995.
Base Salary. The Committee delegated authority to set executive salaries
for 1998 (other than for Mathew Perlot) to Mathew Perlot, the Chief Executive
Officer of the Company. Mr. Perlot set executive compensation to reflect the
Committee's recommendations and to provide salary levels appropriate for the
individual experience, job responsibility, and performance of each executive. In
making recommendations to Mr. Perlot concerning executive compensation, the
Committee considered, among other things, executive salary levels established by
companies of similar size in the manufacturing and motor coach industries, and
recommended salary levels near what it perceived to be the middle range of
compensation for comparable positions at comparable companies. Each executive
officer's salary is reviewed annually, and increases to base salary are made to
reflect competitive market increases and the individual factors described above.
Cash Bonus Program. In 1995 the Company instituted a cash bonus program for
senior executives. The program provides for cash payments based on a percentage
of the Company's pretax profits. The applicable percentage of pretax profits an
executive may receive under this program varies according to the executive's
experience, responsibilities and performance, up to a maximum of three percent.
Long-Term Incentive Compensation. The Plan is a long-term incentive plan
for executives, managers, and other employees within the Company. The objective
of the Plan is to align employee and shareholder long-term interests by creating
a strong and direct link between compensation and shareholder value. The Plan
authorizes the Committee to award stock options to executive officers and other
employees of the Company. Stock options are granted at an option price not less
than 100% of fair market value of the Company's Common Stock on the date of
grant, in the case of incentive stock options, and at prices otherwise
determined by the Committee, in the case of nonstatutory stock options. To date,
all options granted under the Plan have been nonstatutory stock options. Stock
options granted under the Plan to date generally become exercisable to the
extent of approximately 1/36th of the shares each month after the date of grant,
have ten year terms, and generally terminate in the event of termination of
employment. The amount of stock option grants for an individual is at the
discretion of the Committee and depends upon the individual's level of
responsibility and position in the Company.
- --------------
(1) This Section is not "soliciting material," is not deemed "filed" with the
Securities and Exchange Commission, and is not to be incorporated by
reference in any filing of the Company under the Securities Act of 1933 or
the Securities Exchange Act of 1934, regardless of the date of the filing
or any general incorporation language contained in the filing.
6
The Company's 401(k) Profit Sharing Plan allows eligible employees to
contribute up to 15 percent of their compensation annually. The Profit Sharing
Plan also permits the company to match a percentage of employees' contributions
at management's discretion.
Deductibility. Section 162(m) of the Internal Revenue Code of 1986 limits
to $1 million per person the amount that the Company may deduct for compensation
paid to any of its most highly compensated officers in any year after 1993. The
levels of salary and bonus generally paid by the Company do not exceed this
limit. Upon the exercise of nonstatutory incentive stock options, however, the
excess of the current market price over the option price (the "option spread")
is treated as compensation and, therefore, it may be possible for option
exercises by an officer in any year to cause the officer's total compensation to
exceed $1 million. Under IRS regulations, option spread compensation from
options that meet certain requirements will not be subject to the $1 million
limit on deductibility.
Compensation of Chief Executive Officer. The Committee set Mr. Perlot's
compensation for 1998. The Committee employed the same objectives and criteria
to set Mr. Perlot's salary as it used in recommending compensation levels for
the Company's other executive officers. The Committee did not increase Mr.
Perlot's salary in 1998.
COMPENSATION COMMITTEE
Jim L. Traughber
Lawrence S. Black
7
PERFORMANCE GRAPH(1)
Set forth below is a line graph comparing the cumulative total shareholder
return of the Company's Common Stock with the cumulative total return, assuming
reinvestment of dividends, of the Standard and Poor's 500 Stock Index ("S&P 500
Index") and a peer group consisting of Coachman, Inc., Fleetwood Enterprises,
Monaco Coach Corporation, National RV Holdings, Inc., Thor Industries, Inc., and
Winnebago Industries for the period commencing on January 20, 1995 (the date of
the Company's initial public offering) and ending on December 31, 1998. The
graph assumes that $100 was invested in the Company's Common Stock (at the
initial public offering price) and each index on January 20, 1995.
[graphic line chart omitted]
Cumulative Return as of
Base Period
1/20/95 12/31/95 12/31/96 12/31/97 12/31/98
----------- -------- -------- -------- --------
SMC Corporation 100.00 106.45 101.61 106.45 59.68
S&P 500 Index 100.00 134.21 164.95 221.44 284.19
Peer Group 100.00 123.95 187.42 264.3 330.77
- --------------
(1) This Section is not "soliciting material," is not deemed "filed" with the
Securities and Exchange Commission, and is not to be incorporated by
reference in any filing of the Company under the Securities Act of 1933 or
the Securities Exchange Act of 1934, regardless of the date of the filing
or any general incorporation language contained in the filing.
8
EMPLOYMENT CONTRACTS
The Company has agreed to pay Mr. Howard a severance payment of up to six
months salary if his employment is terminated by the Company, except when
terminated under certain circumstances. As of March 1, 1999, Mr. Howard resigned
his position with the Company and his seat with the Board of Directors.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
In March 1988 Mathew M. Perlot, Chief Executive Officer and Chairman of the
Board of the Company, entered into an agreement with Curtis W. Lawler, a
director of the Company. This agreement contains a right of first refusal in
favor of the Company and then Mr. Perlot if Mr. Lawler proposes voluntarily to
transfer any shares, dies or becomes subject to a bankruptcy proceeding. If the
Company's or Mr. Perlot's purchase rights are exercised under the agreement, the
purchase price in the event of death, bankruptcy, or termination of employment
is a price agreed to annually by Mr. Perlot and Mr. Lawler, and in the event of
a proposed voluntary sale, the purchase price is the lower of the agreed price
or the proposed voluntary sales price. The last agreed price formula was to fix
the per share price at two-thirds of the Common Stock's market price as of the
date of a proposed sale. During 1998, the Company repurchased 50,000 shares of
common stock from Mr. Lawler under this agreement. The shares were purchased for
a price per share of $6.00, resulting in an overall purchase price of $300,000.
In 1998, as part of a stock repurchase program, the Company repurchased
100,000 shares from Mr. Perlot for $4.2375 per share, resulting in an overall
purchase price of approximately $424,000.
In 1998, the Company began purchasing electronics from a supplier company
that is owned by a principal related to Mr. Perlot. The Company purchased parts
for the total amount of $449,000 for the year ended December 31, 1998.
INDEPENDENT ACCOUNTANTS
PricewaterhouseCoopers LLP audited the Company's consolidated financial
statements for the year ended December 31, 1998 and has been selected to audit
the Company's consolidated financial statements for 1999. Representatives of
PricewaterhouseCoopers LLP will be present at the Annual Meeting and will be
available to respond to appropriate questions. They do not plan to make any
statement but will have the opportunity to make a statement if they wish.
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
executive officers, directors and persons who own more than 10 percent of the
Common Stock to file reports of ownership and changes in ownership with the
Securities and Exchange Commission ("SEC"). Executive officers, directors and
beneficial owners of more than ten percent of the Common Stock are required by
SEC regulation to furnish the Company with copies of all Section 16(a) forms
they file. Based solely on a review of the copies of such forms received by the
Company and on written representations from certain reporting persons that they
have complied with the relevant filing requirements, the Company believes that
all Section 16(a) filing requirements applicable to its executive officers and
directors have been complied with, except that Mr. Lawler reported one sale
transaction late.
9
DISCRETIONARY AUTHORITY
While the Notice of Annual Meeting of Shareholders provides for transaction
of such other business that properly comes before the meeting, the Board of
Directors does not know of any matters to be presented at the meeting other than
that described in this proxy statement. The enclosed proxy, however, gives the
proxy holders authority to vote in their discretion if any other matters are
presented.
For this year's annual meeting of shareholders, if notice of a shareholder
proposal to be raised at the annual meeting of shareholders was received at the
principal executive offices of the Company after February 27, 1999, proxy voting
on that proposal when and if raised at the annual meeting will be subject to the
discretionary voting authority of the designated proxy holders.
SHAREHOLDER PROPOSALS
Any shareholder proposals to be considered for inclusion in proxy material
for the Company's next annual meeting must be received at the principal
executive office of the Company no later than December 8, 1999.
By Order of the Board of Directors
Connie M. Perlot
Secretary
Bend, Oregon
April 8, 1999
10
PROXY
SMC CORPORATION
Annual Meeting, May 13, 1999
PROXY SOLICITED BY BOARD OF DIRECTORS
PLEASE SIGN AND RETURN THIS PROXY
The undersigned hereby appoints Mathew M. Perlot and Connie M. Perlot, and each
of them, proxies with power of substitution to vote on behalf of the undersigned
all shares that the undersigned may be entitled to vote at the annual meeting of
shareholders of SMC Corporation (the "Company") on May 13, 1999 and any
adjournments thereof, with all powers that the undersigned would possess if
personally present, with respect to the following:
1. Election of Directors: FOR all nominees WITHHOLD AUTHORITY
except as marked to vote for all
to the contrary below. nominees listed
below.
(Instructions: To withhold authority to vote for any individual,
strike a line through the nominee's name below.)
Mathew M. Perlot, Curtis W. Lawler, Connie M. Perlot,
Jim L. Traughber, Lawrence S. Black
2. Transaction of any business that properly comes before the meeting or any
adjournments thereof. A majority of the proxies or substitutes at the meeting
may exercise all the powers granted hereby.
(Continued and to be signed on the other side.)
The shares represented by this proxy will be voted as specified on the
reverse hereof, but if no specification is made, this proxy will be voted
for the election of directors. The proxies may vote in their discretion as
to other matters that may come before this meeting.
Shares:
Date: _____________________________, 1999
P
R
O _________________________________________
X Signature or Signatures
Y
Please date and sign as name is imprinted
hereon, including designation as
executor, trustee, etc., if applicable. A
corporation must sign its name by the
president or other authorized officer.
The Annual Meeting of Shareholders of SMC
Corporation will be held on May 13, 1999
at 1:00 p.m., Pacific Daylight Time, at
the Bend Golf & Country Club, 61045
Country Club Drive, Bend, Oregon.
Please Note: Any shares of stock of the Company held in the name of fiduciaries,
custodians, or brokerage houses for the benefit of their clients may only be
voted by the fiduciary, custodian, or brokerage house itself--the beneficial
owner may not directly vote or appoint a proxy to vote the shares and must
instruct the person or entity in whose name the shares are held how to vote the
shares held for the beneficial owner. Therefore, if any shares of stock of the
Company are held in "street name" by a brokerage house, only the brokerage
house, at the instructions of its client, may vote or appoint a proxy to vote
the shares.