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 (Amendment No. )
Filed by the registrant /X/
Filed by a party other than the registrant / /
Check the appropriate box:
/ / Preliminary proxy statement
/X/ Definitive proxy statement
/ / Definitive additional materials
/ / Soliciting material pursuant to Rule 14a-11(c) or Rule
14(a)-12
TIDEL TECHNOLOGIES, INC.
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(Name of Registrant as Specified in Charter)
LEONARD L. CARR, JR.
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(Name of Person(s) filing Proxy Statement)
Payment of filing fee (check the appropriate box):
/X/ $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), or
14a-6(j)(2).
/ / $500 per each party to the controversy pursuant to Exchange
Act Rule 14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
and 0-11.
(1) Title of each class of securities to which transaction
applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11:1
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(4) Proposed maximum aggregate value of transaction:
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(1) Set forth the amount on which the filing fee is calculated and state
how it was determined.
/ / 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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TIDEL TECHNOLOGIES, INC.
5847 SAN FELIPE
SUITE 900
HOUSTON, TEXAS 77057
(713) 783-8200
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD JULY 29, 1998
The Annual Meeting (the "Meeting") of Stockholders of Tidel
Technologies, Inc. (the "Company") will be held at the DoubleTree Hotel, 2001
Post Oak Blvd., Houston, Texas 77056, on Wednesday, July 29, 1998, at 10:30
A.M., Central Daylight Time. The purposes of the Meeting are to vote upon:
1. The election of four directors to hold office until
the next Annual Meeting in 1999 or until their
successors have been elected and qualified;
2. The selection of KPMG Peat Marwick LLP as the
Company's independent auditors for the fiscal year
ending September 30, 1998; and
3. Such other business as may properly come before the
Meeting and any adjournment thereof.
The Board of Directors fixed the close of business on Monday,
June 8, 1998, as the record date for determining stockholders entitled to notice
of, and to vote at, the Meeting and any adjournment thereof. A complete list of
stockholders entitled to vote at the Meeting will be available at the offices of
the Company, 5847 San Felipe, Suite 900, Houston, Texas 77057, for not less than
ten days prior to the Meeting.
IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED AT THIS
MEETING. EVEN IF YOU PLAN TO ATTEND THE MEETING, WE HOPE THAT YOU WILL PROMPTLY
SIGN, DATE AND RETURN THE ENCLOSED PROXY IN THE ENCLOSED ENVELOPE. A PROXY WILL
NOT BE VALID UNLESS IT IS RECEIVED AT THE OFFICE OF HARRIS TRUST AND SAVINGS
BANK, c/o HARRIS TRUST COMPANY OF NEW YORK, 88 PINE STREET, 19TH FLOOR, NEW
YORK, NEW YORK 10005, PRIOR TO THE DATE FIXED FOR THE MEETING. MAILING YOUR
PROXY WILL NOT LIMIT YOUR RIGHT TO ATTEND IN PERSON OR VOTE AT THE MEETING.
James T. Rash
Chairman and
Chief Executive Officer
June 25, 1998
TIDEL TECHNOLOGIES, INC.
5847 SAN FELIPE
SUITE 900
HOUSTON, TEXAS 77057
(713) 783-8200
PROXY STATEMENT
Introduction
This Proxy Statement is furnished in connection with the solicitation
by the Board of Directors of Tidel Technologies, Inc., a Delaware
corporation (the "Company") of proxies in the accompanying form to be
used at the Annual Meeting (the "Meeting") of Stockholders of the
Company to be held on July 29, 1998, and any adjournment thereof. This
Proxy Statement, the accompanying form of proxy and the Annual Report
to Stockholders were mailed to stockholders on or about June 25, 1998.
The shares represented by the proxies received pursuant to the
solicitation made hereby and not revoked will be voted at the Meeting.
Meeting of Stockholders
The Meeting will be held at the DoubleTree Hotel, 2001 Post Oak Blvd.,
Houston, Texas 77056, on Wednesday, July 29, 1998, at 10:30 A.M.,
Central Daylight Time.
Record Date and Voting
The Board of Directors fixed the close of business on Monday, June 8,
1998, as the record date (the "Record Date") for the determination of
holders of outstanding shares of the Company entitled to notice of and
to vote on all matters presented at the Meeting. Such stockholders will
be entitled to one vote for each share held on each matter submitted to
a vote at the Meeting. On the Record Date there were 15,702,968 shares
of the Company's Common Stock, $.01 par value (the "Common Stock"),
issued and outstanding, each of which is entitled to one vote on each
matter to be voted upon.
Purposes of the Meeting
The purposes of the Meeting are to vote upon (i) the election of 4
directors for the ensuing year (ii) the selection of KPMG Peat Marwick
LLP as the Company's independent auditors for the fiscal year ending
September 30, 1998 and (iii) such other business as may properly come
before the meeting and any adjournment thereof.
Quorum and Required Vote
The presence, either in person or by properly executed proxy, of the
holders of a majority of the outstanding shares of Common Stock of the
Company is necessary to constitute a quorum for the purpose of acting
on the matters referred to in the Notice of Annual Meeting accompanying
this Proxy Statement and any other proposals which may properly come
before the Meeting. In the tabulation of votes, proxies marked
"abstain" will be
counted for the purposes of determining the presence of a quorum and
for calculating the number of shares represented at the Meeting but
will not be counted as either affirmative votes or negative votes.
So-called broker "non-votes" (i.e., shares held by brokers, fiduciaries
or other nominees which are not permitted to vote due to the absence of
instructions from beneficial owners) will be deemed to be abstentions
and counted solely for quorum purposes.
Proxies
A stockholder who has given a proxy may revoke it by voting in person
at the Meeting, by giving written notice of revocation to the Secretary
of the Company or by giving a later dated proxy at any time before
voting.
On the matters coming before the Meeting as to which a choice has been
specified by a stockholder by means of the ballot on the proxy, the
shares will be voted accordingly. If no choice is so specified, the
shares will be voted FOR the election of the nominees for director
listed in this Proxy Statement and FOR the selection of KPMG Peat
Marwick LLP as the Company's independent auditors, all as referred to
in Items 1 and 2, respectively, in the Notice of Annual Meeting of
Stockholders and as described in this Proxy Statement.
The form of proxy accompanying this Proxy Statement confers
discretionary authority upon the named proxyholders with respect to
amendments or variations to the matters identified in the accompanying
Notice of Meeting and with respect to any other matters which may
properly come before the Meeting. As of the date of this Proxy
Statement, the management of the Company knows of no such amendment or
variation or of any matters expected to come before the Meeting which
are not referred to in the accompanying Notice of Annual Meeting.
Substituted Proxies
The persons named in the accompanying form of proxy have been selected
by the Company's management to act as proxies. A stockholder desiring
to appoint some other person (who need not be a stockholder) to
represent him at the Meeting may do so, either by: (a) striking out the
printed names and inserting the desired person's name in the blank
space directly above the names so stricken or (b) by completing another
proper form of proxy.
Costs of Solicitation
The Company will bear the cost of printing and mailing proxy materials,
including the reasonable expenses of brokerage firms and others for
forwarding the proxy materials to beneficial owners of Common Stock. In
addition to solicitation by mail, solicitation may be made by certain
directors, officers and employees of the Company, or firms specializing
in solicitation; and may be made in person or by telephone or
telegraph. No additional compensation will be paid to any director,
officer or employee of the Company for such solicitation.
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ITEM 1: ELECTION OF DIRECTORS
The Company has one class of directors serving one year terms.
Directors elected at the Meeting will serve until the 1999 Annual
Meeting of Stockholders and until their respective successors are duly
elected and qualified.
Information with Respect to Nominees and Directors
Set forth below are the names and ages of the nominees for directors
and their principal occupations at present and for the past five years.
There are, to the knowledge of the Company, no agreements or
understandings by which these individuals were so selected. No family
relationships exist between any directors or executive officers. Each
of the nominees is currently serving as a director of the Company.
All Offices
with the Director
Name Age Company Since
- ---- --- ------- -----
James T. Rash 57 Chairman, 11/11/87
Chief Executive and
Financial Officer,
and Director
James L. Britton, III 62 Director 12/03/90
Jerrell G. Clay 56 Director 12/03/90
Mark K. Levenick 38 Director, Chief Operating 03/28/95
Officer and President of the
operating subsidiaries
Business Backgrounds
The following is a summary of the business background and experience of
each of the persons named above:
James T. Rash joined the Company in July 1987 and served as Chief
Financial Officer and as a Director until February 14, 1989. Since that
time he has served continuously as Chairman of the Board of Directors
and Chief Executive Officer, and he currently serves as Chief Financial
Officer.
He was also Chairman and Chief Executive Officer of 3CI Complete
Compliance Corporation from the date of its acquisition by the Company
until February 1994. Mr. Rash holds a Bachelor of Business
Administration degree from the University of Texas.
James L. Britton, III for more than the past 5 years has managed his
own investments. Mr. Britton holds a Bachelor of Business
Administration degree from the University of Texas.
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Jerrell G. Clay is the Chief Executive Officer of III Mark Financial,
Inc., an independent life insurance marketing organization, and for
more than the preceding five years served as President of one of its
predecessors. Mr. Clay is also a member of the Management Advisory
Committee of Protective Life Insurance Company of Birmingham, Alabama.
Mark K. Levenick is the Chief Operating Officer of the Company,
President of the operating subsidiaries and has been an executive with
the Company's wholly owned subsidiary, Tidel Engineering, Inc. and its
predecessors and affiliates for more than the preceding 5 years. He
holds a B.S. degree from the University of Wisconsin at Whitewater.
Director Compensation
Directors of the Company receive $1,000 per meeting as compensation for
their services as members of the Board of Directors. Directors who
serve on board committees receive $500 per committee meeting.
Board Committees and Meetings
The Board of Directors has established an Audit Committee and a
Compensation Committee. The Committees are composed of Messrs. Britton
and Clay, both of whom are independent, non-officer directors. The
Audit Committee is charged with reviewing the Company's financial
statements, the scope and performance of the audit and nonaudit
services provided by the Company's independent auditors and overseeing
the Company's internal accounting procedures. The Compensation
Committee administers the Company's 1997 Long-Term Incentive Plan and
1989 Stock Option Plan, and reviews, evaluates and makes
recommendations to the Board with respect to such matters as the
payment of direct salaries, benefits and incentive compensation to the
Company's executive officers and the senior management personnel of the
subsidiaries.
During the fiscal year ended September 30, 1997, the Audit Committee
and the Compensation Committee each held one meeting. During said
fiscal year, the Board of Directors held a total of six meetings.
Compliance with Section 16(a) of the Securities Exchange Act of 1934
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's directors and officers, and persons who own more than 10% of
a registered class of its equity securities, to file reports of
ownership and changes in ownership of such equity securities with the
Securities and Exchange Commission ("SEC") and NASDAQ. Such entities
are also required by SEC regulations to furnish the Company with copies
of all Section 16(a) forms filed.
Based solely on a review of the copies of Forms 5 filed on November 14,
1997 and Form 3 filed January 12, 1998 and furnished to the Company,
Messrs. Rash, Britton, Clay, Levenick and Michael F. Hudson had the
following items not filed on a timely basis: (i) Messrs. Rash and
Britton each had 8 transactions on Form 4 due on or about April 10,
1997 and 2 transactions on Form 5 due on or about November 15, 1996,
(ii) Mr. Clay had
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9 transactions on Form 4 due on or about November 15, 1996, and 1
transaction on Form 5 due on or about November 15, 1994, (iii) Mr.
Levenick had 6 transactions on Form 4 due on or about April 10, 1997, 2
transactions on Form 5 due on or about November 15, 1996, 1 transaction
on Form 5 due on or about November 15, 1995, and 3 transactions on Form
3 due on or about April 8, 1995, and (iv) Mr. Hudson had 2 transactions
on Form 3 due on or about July 25, 1997.
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VOTING SECURITIES AND
PRINCIPAL HOLDERS THEREOF
The following table sets forth as of June 8, 1998, the number of shares of
Common Stock beneficially owned by (i) the only persons known to the Company to
be the beneficial owners of more than 5% of its voting securities (ii) each
current director and executive officer of the Company individually and (iii) by
all current directors and the executive officers of the Company as a group.
Except as otherwise indicated, and subject to applicable community property
laws, each person has sole investment and voting power with respect to the
shares shown. Ownership information is based upon information furnished by the
respective holders and contained in the Company's records.
Amount and Nature
Name and Address of Beneficial of Beneficial Percent of
Title of Class Owner Ownership Class (1)
- ---------------------- ------------------------------------- ----------------------- ------------------
Common Stock Alliance Developments 1,437,362 9.2%
One Yorkdale Road
Suite 510
North York, Ontario
M6A 3A1
Common Stock James L. Britton, III 813,500(2) 5.1%
3272 Westheimer, #3
Houston, Texas 77098
Common Stock James T. Rash 630,000(3)(4) 4.0%
5847 San Felipe, Suite 900
Houston, Texas 77057
Common Stock Jerrell G. Clay 304,605(2) 1.9%
5847 San Felipe, Suite 900
Houston, Texas 77057
Common Stock Mark K. Levenick 300,000(5) 1.9%
2310 McDaniel Dr.
Carrollton, Texas 75006
Common Stock Michael F. Hudson 50,000(6) 0.3%
2310 McDaniel Dr.
Carrollton, Texas 75006
Common Stock Directors and Executive Officers 2,098,105(7) 12.8%
as a group (5 persons)
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(1) Based upon 15,702,968 shares outstanding as of June 8, 1998.
(2) Includes 100,000 shares which could be acquired within 60 days upon
exercise of outstanding warrants at exercise prices of (i) $0.625 per
share as to 50,000 shares and (ii) $1.00 per share as to 50,000 shares.
(3) Includes 180,000 shares which could be acquired within 60 days upon
exercise of outstanding options and warrants at exercise prices of (i)
$0.625 per share as to 50,000 shares, (ii) $1.00 per share as to 50,000
shares and (iii) $1.6875 per share as to 80,000 shares.
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(4) 200,000 shares are being held in escrow, the release therefrom being
subject to the direction and determination of the Vancouver Stock
Exchange or the British Columbia Superintendent of Brokers, based upon
the financial condition of the Company and other matters.
(5) Includes 200,000 shares which could be acquired within 60 days upon
exercise of outstanding warrants and options at exercise prices of (i)
$0.625 per share as to 50,000 shares, (ii) $0.875 per share as to
25,000 shares, (iii) $1.00 as to 50,000 shares, (iv) $1.25 per share as
to 20,000 shares, (v) $1.4375 per share as to 25,000 shares, and (vi)
$1.75 per share as to 30,000 shares.
(6) Consists of 50,000 shares which could be acquired within 60 days upon
exercise prices of (i) $0.875 per share as to 25,000 shares and (ii)
$1.4375 per share as to 25,000 shares.
(7) Includes the 100,000 shares for each of the two individuals referred to
in Note (2) above, the 180,000 shares referred to in Note (3) above,
the 200,000 shares referred to in Note (5) above, and the 50,000 shares
referred to in Note (6) above obtainable upon exercise of outstanding
warrants and options.
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EXECUTIVE COMPENSATION
The following table sets forth the amount of all cash and other compensation
paid by the Company for services rendered during the fiscal years ended
September 30, 1997, 1996 and 1995 to James T. Rash, the Chairman of the Board
and Chief Executive Officer ("CEO"), and the Company's other executive officers,
as such term is defined in Item 402 of Regulation S-K, whose compensation
exceeded $100,000 during such fiscal years.
SUMMARY COMPENSATION TABLE
Annual Compensation Long-Term Annual
------------------- ----------------
Compensation
------------
Name and Principal Position Year Salary Bonus Options
- --------------------------- ---- ------ ----- -------
James T. Rash 1997 $182,292 $ -- --
Chief Executive and 1996 $182,292 $ -- --
Financial Officer 1995 $182,292 $40,000 --
Mark K. Levenick 1997 $193,962 $97,500 100,000
Chief Operating Officer 1996 $150,000 $90,000 --
1995 $120,000 $62,500 50,000
Michael F. Hudson 1997 $124,538 $62,500 67,000
Executive Vice President 1996 $105,808 $63,000 --
1995 $ 99,808 $ 5,000 50,000
The options granted to executive officers in 1997 and 1995 become exercisable
and vest over four-year and three-year periods, respectively. No options were
exercised pursuant to the Company's 1997 Long-Term Incentive Plan and 1989 Stock
Option Plan during the year ended September 30, 1997. The following table
provides information regarding the options granted to the respective optionees
during the fiscal year ended September 30, 1997 and the respective valuations at
September 30, 1997:
Potential Realizable
Value at Assumed Annual
Rates of Stock Price
Appreciation for Option
Individual Grants Term
------------------------------------------------- ---------------------------
% of Total
Number of Options
Shares Under Granted to Exercise
Options Employees in Price Per Expiration
Name Granted Fiscal Year Share Date 5%($) 10%($)
---- -------------- ---------------- ------------- -------------- ----- ------
Mark K. Levenick 100,000 34.3% 2.50 8/27/07 157,000 398,000
Michael F. Hudson 67,000 23.0% 2.50 8/27/07 105,190 266,660
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OPTIONS EXERCISABLE AND RELATED VALUES
September 30, 1997
The following table provides the number of options exercisable by the
respective directors and the respective valuations at September 30, 1997:
Number of Unexercised Options at Value of Unexercised in-the-
September 30, 1997 Money Options at September 30,
(Shares) 1997 ($)(1)
-------- -----------
Name Exercisable Unexercisable Exercisable Unexercisable
---- ----------- ------------- ----------- -------------
James T. Rash 80,000 -- $155,000 $ --
Mark K. Levenick 83,334 116,666 186,043 153,644
Michael F. Hudson 33,334 83,666 82,293 116,519
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(1) Based on the closing price of a share of Common Stock on September 30,
1997 of $3.625 as reported on the Nasdaq Stock Market.
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN AMONG
TIDEL TECHNOLOGIES, INC.,
PEER GROUP INDEX AND NASDAQ MARKET INDEX
September 30,
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1993(1) 1994 1995 1996 1997
--------------- --------------- --------------- --------------- ---------------
Tidel Technologies, Inc. $ 58.82 $ 33.33 $ 33.33 $ 68.63 $113.73
Peer group (2) 168.18 211.36 265.01 220.96 254.17
NASDAQ Market Index 130.05 265.01 167.10 195.08 265.16
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(1) Assumes $100 invested on September 30, 1992 and no dividends paid in
any year thereafter.
(2) Peer group consists of companies utilizing the category for Fabricated
Metal Products Not Elsewhere Classified, SIC 3499. The Company has
utilized this category since October 1, 1992.
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EMPLOYMENT AGREEMENTS
Messrs. Levenick and Hudson, both executive officers of the Company, have
employment agreements with the Company's wholly owned subsidiary, Tidel
Engineering, Inc., which provide for minimum annual salaries of $195,000 and
$125,000, respectively, over a three-year term ending July 2000, with certain
change of control provisions. Similarly, three non-executive employees have
employment agreements with the Company's wholly-owned subsidiary which provide
for minimum annual salaries of $100,000, $100,000 and $75,000, respectively, for
the same term, which also contain change of control provisions.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
From time to time, the Company provides certain administrative and clerical
services to two entities with whom James T. Rash, Chief Executive Officer of the
Company, has an affiliation. Fees earned by the Company for these services
totaled $72,000 for the year ended September 30, 1997. Amounts due to the
Company from these entities totaled $192,180 at September 30, 1997.
On March 30, 1997, the Company received notes with an aggregate principal
balance of $743,000 in connection with the exercise of warrants to purchase
Common Stock held by James T. Rash, James L. Britton, III, Jerrell G. Clay and
Mark K. Levenick, all directors of the Company. These notes bear interest at
10%, are secured by the underlying shares issued, and are due September 30,
1998. To date, the Company has received aggregate payments of principal and
interest of $360,937 and $44,628, respectively. As of June 8, 1998, the
outstanding principal of the notes was $360,937, with accrued interest thereon
of $45,247.
ITEM 2: RATIFICATION OF SELECTION OF INDEPENDENT AUDITORS
The Board of Directors has selected KPMG Peat Marwick LLP to serve as the
Company's independent auditors. KPMG Peat Marwick LLP has served as the
Company's independent auditors since October, 1991. While it is not required to
do so, the Board of Directors is submitting the selection of that firm as the
Company's independent auditors for the fiscal year ending September 30, 1998 to
stockholders for ratification in order to ascertain the stockholders views. Such
ratification of the selection of KPMG Peat Marwick LLP will require the
affirmative vote of the holders of a majority of the shares of Common Stock of
the Company entitled to vote thereon and represented at the Meeting. The Board
of Directors will reconsider its selection should the stockholder votes evidence
disapproval.
Representatives of KPMG Peat Marwick LLP are expected to be present at the
Meeting and available to respond to appropriate questions. Such representatives
will have the opportunity to make a statement if they desire to do so.
The Board of Directors unanimously recommends that you vote for ratification of
the selection of KPMG PEAT MARWICK LLP. Broker non-votes and proxy cards marked
"ABSTAIN" with respect to this proposal will be counted towards a quorum.
Abstentions will be counted as a vote against this proposal and broker non-votes
will not be counted for purposes of determining whether this proposal has been
approved.
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STOCKHOLDER PROPOSALS
To be considered for presentation at the 1999 Annual Meeting of Stockholders, a
stockholder proposal must be received at the offices of the Company not later
than October 31, 1998.
OTHER MATTERS
The Board of Directors knows of no other business which will be presented to the
Meeting. If any other business is properly brought before the Meeting, it is
intended that proxies in the enclosed form will be voted in respect to any such
matters in accordance with the judgment of the persons voting the proxies.
Financial statements for the Company and its consolidated subsidiaries are
included in the Annual Report of the Company to stockholders for the fiscal year
ended September 30, 1997 accompanying this Proxy Statement. A copy of the
Company's Annual Report on Form 10-K and any amendments thereto filed with the
Securities and Exchange Commission is available without charge to those
stockholders who would like more detailed information. To obtain a copy, please
write to: Leonard L. Carr, Jr., Senior Vice President, 5847 San Felipe, Suite
900, Houston, Texas 77057.
Whether or not you intend to be present at this Meeting you are urged to sign
and return your proxy promptly.
By order of the Board of Directors,
James T. Rash
Chairman
Houston, Texas
June 25, 1998
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PROXY TIDEL TECHNOLOGIES, INC.
5847 SAN FELIPE, SUITE 900
HOUSTON, TEXAS 77057
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints James T. Rash, as Proxy, with the power
to appoint his substitute, and hereby authorizes him to represent and to vote as
designated below all the shares of Common Stock of Tidel Technologies, Inc.,
held of record by the undersigned on June 8, 1998, at the Annual Meeting of
Stockholders to be held on July 29, 1998, and at any postponements or
adjournments thereof. The proposals referred to below are described in the Proxy
Statement for the Annual Meeting of Stockholders dated June 25, 1998.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE FOLLOWING
PROPOSALS:
1. Election of Directors. Nominees: James T. Rash; James L. Britton, III;
Jerrell G. Clay; and Mark K. Levenick.
[ ] FOR [ ] WITHHELD
FOR, except withheld
the following:________________________________________________________
2. Selection of KPMG Peat Marwick LLP as the Company's independent
auditors for the fiscal year ending September 30, 1998. [ ] FOR [ ]
AGAINST [ ] ABSTAIN
3. In their discretion, the Proxies are authorized to vote such other
business as may properly come before the meeting.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE
MANNER DIRECTED HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE,
THIS PROXY WILL BE VOTED FOR PROPOSALS 1 AND 2, RESPECTIVELY. A PROXY TO BE
EFFECTIVE MUST BE RECEIVED BY HARRIS TRUST AND SAVINGS BANK C/O HARRIS TRUST
COMPANY OF NEW YORK, 88 PINE STREET, 19TH FLOOR, NEW YORK, NY 10005.
Dated: ___________________________
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(Signature)
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(Signature)
Please sign your name exactly as
it appears hereon. When shares are
held by joint tenants, both should
sign. When signing as attorney,
executor, administrator, trustee or
guardian, please give full title as
such. If a corporation, please sign
in full corporate name by President
or other authorized officer. If a
partnership, please sign in full
partnership name by authorized
person.