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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
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
[_] CONFIDENTIAL, FOR USE OF THE
COMMISSION ONLY (AS PERMITTED BY
RULE 14A-6(E)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to (S) 240.14a-11(c) or (S) 240.14a-12
EXX INC.
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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Notes:
Reg. (S) 240.14a-101.
SEC 1913 (3-99)
EXX INC
Suite 689
1350 East Flamingo Road
Las Vegas, Nevada 89119
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NOTICE OF ANNUAL MEETING OF
CLASS A and CLASS B STOCKHOLDERS
To be held May 28, 2002
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To the Stockholders:
The Annual Meeting of Stockholders of EXX INC (the "Company") will be
held at the office of RK Consulting LLC, 3 Becker Farm Road, 4th Floor,
Roseland, New Jersey at 5:00 p.m. (local time) on Tuesday, May 28, 2002 for the
following purposes:
(1) To elect one (1) Class A director and three (3) Class B directors
to serve as provided in the Company's By-Laws until the next Annual Meeting and
thereafter until their respective successors are elected and qualified; and
(2) To transact such other business as may properly come before the
Meeting or before any adjournments of the Meeting.
The Board of Directors has fixed the close of business on April 26,
2002 as the record date for the determination of Class A and Class B
Stockholders entitled to notice of and to vote at the Meeting and at any
adjournments thereof.
A form of Proxy and the Proxy Statement respecting the Meeting are
enclosed.
You are cordially invited to attend the Meeting in person. Whether or
not you plan to attend, you are urged to promptly MARK, DATE, SIGN AND RETURN
THE ENCLOSED PROXY CARD(S) in the accompanying envelope. Return of your Proxy
will not deprive you of your right to vote your shares in person at the Meeting.
By Order of the Board of Directors
David A. Segal
Chairman of the Board and Chief Executive Officer
Las Vegas, Nevada
April 26, 2002
EXX INC
Suite 689
1350 East Flamingo Road
Las Vegas, Nevada 89119
(702) 598-3223
PROXY STATEMENT
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ANNUAL MEETING OF CLASS A and CLASS B STOCKHOLDERS
ON MAY 28, 2002
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This Proxy Statement and the accompanying form of proxy are first being mailed
or given to Stockholders on or about May 6, 2002.
SOLICITATION AND REVOCATION OF PROXIES
This Proxy Statement and the accompanying form of proxy are being
furnished to the Stockholders of EXX INC ("the Company") in connection with the
solicitation of proxies by the Board of Directors of the Company with respect to
the Company's Annual meeting of Stockholders to be held at the office of RK
Consulting LLC, 3 Becker Farm Road, 4th Floor, Roseland, New Jersey at 5:00 p.m.
(local time) on Tuesday, May 28, 2002 and any adjournments of said Meeting. Any
Stockholder giving a proxy has the power to revoke it at any time before it is
exercised, by filing with the Company either (a) an instrument revoking it or
(b) a duly executed proxy bearing a later date. The proxy will be suspended if
the person granting the proxy is present at the Meeting and elects to vote his
shares in person.
All expenses incurred in connection with this solicitation of proxies
will be borne by the Company. In addition to soliciting proxies by use of the
mails, the directors, officers and regular employees of the company may solicit
proxies by telephone, facsimile or personal interview. The Company may also
reimburse brokers, banks, and other nominees for their reasonable expenses
incurred in forwarding proxy materials.
VOTING SECURITIES
Only Stockholders of record at the close of business on April 26, 2002
will be entitled to notice and to vote at the Meeting and at any adjournments of
the Meeting. As of April 18, 2002, 10,764,907 shares of the Company's Class A
Common Stock, par value .01 per share ("Class A") and 617,853 shares of the
Company's Class B Common Stock, par value .01 per share ("Class B"), were
outstanding.
ELECTION OF DIRECTORS
At the Meeting, the Stockholders will elect a board of four directors,
comprising one Class A director and three Class B directors. Under the Company's
Articles of Incorporation holders of outstanding shares of Class B shares have
the right to elect two-thirds or the next rounded number of directors in excess
of two-thirds if the number of directors is not divisible by three, and the
holders of the outstanding Class A shares have the right to elect the remaining
directors of the Company. Each director is to serve as provided in the Company's
By-Laws until the next Annual Meeting of Stockholders and thereafter until his
successor is elected and qualified. Election of each class of directors will
require the affirmative vote of holders of a plurality of the applicable class
of Common Stock present (in person or by proxy) at the Meeting, provided a
quorum is present. A quorum will require the presence (in person or by proxy) of
the holders of a majority of each class of the shares entitled to vote at the
Meeting. Each share of Common Stock will be entitled to one vote for each
director to be elected.
1
It is intended that the proxies given to the person named in the
enclosed form of proxy will be voted for the election of the nominees for
director named below, each of whom is presently a director whose current term
will expire on the Meeting date. Messrs. Fishman, Perlmutter, Remington, and
Segal were elected directors by the Stockholders at the last Annual Meeting of
Stockholders. Unless a contrary specification is indicated, the proxy to which
this Proxy Statement relates will be voted for each of said nominees, or, in the
event that any such nominee is not available by reason of any unforeseen
contingency, then for the balance of the nominees and for such other person(s)
as may be designated as a replacement nominee(s) by the remaining directors.
The following information is given as of March 31, 2002. Except as
otherwise indicated, each nominee has had the same principal occupation or
employment during the last five years.
Nominee, Age, Positions with the Company, Shares of Common Stock Percent of Outstanding
Director of the Company Principal Occupation and Beneficially Owned Common Stock
Continually Since Other Directorships Class A Class B Beneficially Owned
----------------- ------------------- ------- ------- ------------------
Jerry Fishman Director, Vice President, 1900 100 *
54--1984 The Fishman Organization Inc.
Director, Newcor, Inc.
Norman H. Perlmutter, CPA, Private Practice 3800 200 *
61--1984 Director, Newcor, Inc.
Frederic Remington, Director, Chairman of the Board 1900 100 *
72--1984 And Chief Executive Officer of
Peerless Tube Company
Director, Newcor, Inc.
David A. Segal, Chairman of the Board and 5,218,882(1) 274,678(1) 41.03%
62--1984 Chief Executive Officer
Chairman of the Board and
Co-CEO of Newcor, Inc.
All officers, directors and 5,226,482(1) 275,078(1) 41.09%
Nominees for director of the
Company as a group
*Less than 1/10 of 1%
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(1) Includes options to purchase 1,900,00 Class A shares and 100,000
Class B shares.
Mr. Fishman was President of Fishman Supply Co., Inc., a supplier of
construction material and building maintenance supplies, for more than the last
five years. Effective January 1, 1998 Mr. Fishman became Vice President of The
Fishman Organization Inc., a sales and marketing group representing
manufacturers in international sales of consumer products. Mr. Perlmutter
assumed his present position as of January 1, 1999. Prior to this date, Mr.
Perlmutter was Executive Vice President, Keystone Recovery Service, a Division
of Savit Enterprises Inc, a commercial collection agency for a period of five
years. Mr. Remington has served as Chairman of the Board, and previously as Vice
President of Peerless Tube Co., a manufacturer of aerosol cans and collapsible
metal tubes, for more than the last five years. Mr. Segal has been Chairman of
the Board and Chief Executive Officer of EXX INC for more than the past five
years and prior thereto was Chairman of the Board and CEO of SFM Corp. Mr. Segal
became Chairman of the Board and Co-CEO of Newcor, Inc. in 2001
2
The Board has an Audit Committee and a Stock Option Committee. The
Audit Committee is currently composed of Messrs. Fishman, Perlmutter and
Remington. Its tasks include meeting with the auditors to review the scope,
accuracy and results of the audit and making inquiries as to the adequacy of the
Company's accounting, financial and operating controls. The Stock Option
Committee, which is composed of Mssrs. Fishman and Remington, grants options
under the Company's 1994 Stock Option Plan and handles the general supervision
of the plan.
The Audit Committee held one meeting in 2001.
The Stock Option Committee did not hold any meetings in 2001.
During 2001, the Company's Board of Directors met three times.
Compensation of Directors
Directors who also are employees of the Company (Mr. Segal) receive no fees for
their service as Directors or for attendance at Board and Committee meetings.
Non employee directors receive $1,000 for each Board Meeting with a minimum of
$4,000 per year. Audit and Stock Option Committee members receive an additional
$150 per committee meeting.
HOLDINGS OF COMMON STOCK
The following table and footnotes describe holdings of Common Stock as of March
31, 2002, as reported to the Company or as contained in filings made with the
Securities Exchange Commission by beneficial owners of more than 5% of the
outstanding shares:
Number of Shares Percent of Outstanding
of Common Stock Common Stock
Beneficially Owned Beneficially Owned
Class A Class B Class A Class B
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David A. Segal
EXX INC
Suite 689
1350 East Flamingo Road
Las Vegas, Nevada 89119 5,218,882(1) 274,678(1) 41.19% 38.26%
Laura L. Bradley
EXX INC
Suite 689
1350 East Flamingo Road
Las Vegas, Nevada 89119 1,325,250 69,750 12.30% 11.29%
Lisa M. Bethune
EXX INC
Suite 689
1350 East Flamingo Road
Las Vegas, Nevada 89119 1,325,250 69,750 12.30% 11.29%
William H. Allen
P.O. Box 113
Washington, IL 61571 - 49,800 - 8.06%
(1) Includes options to purchase 1,900,000 Class A shares and 100,000 Class B
Shares.
3
COMPENSATION OF OFFICERS AND OTHER INFORMATION
The executive officer of the Company during 2001 was David A. Segal who
was elected by the Board of Directors to serve as an officer of the Company
until the next election of officers, as provided in the Company's By-Laws.
Biographical information regarding Mr. Segal is presented in the section
entitled "Election of Directors," above.
The following table provides summary information concerning salary and
bonuses paid or accrued by the Company to or on behalf of the Company's Chief
Executive Officer and the other highly compensated executive of the company as
of December 31, 2001 for the years ended December 31, 1999, 2000 and 2001.
SUMMARY COMPENSATION TABLE
Annual Compensation
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Name and Principal Position Year Salary($) Bonus($) Total Other (1) Annual
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Salary & Compensation($)
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Bonus($)
--------
David A. Segal 2001 339,487 137,000 476,487 --
Chairman of the Board 2000 338,372 137,000 475,372 --
And Chief Executive Officer 1999 330,157 193,913 524,070 --
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(1) The named individual did not receive perquisites or other personal benefits
in any amount large enough to require reporting in this column.
Executive Employment Contract
In 1994, the Company entered into a 10 year contract with Mr. Segal effective
October 21, 1994 with an option to renew for an additional five years. Under the
agreement, Mr. Segal's base compensation is $300,000 per year with annual
increases based on a Consumer Price Index formula. In addition, there is a
profit bonus under with Mr. Segal will receive 5% of the consolidated pre-tax
earnings of the Company. The agreement also provided an option whereby Mr. Segal
could require the Company to purchase all of his common stock in the Company on
the date his employment terminated, at the great of fair market value or $10 per
share (prior to adjustment). In 1997, in order to avoid the classification of
the shares owned by Mr. Segal as "mezzanine" capital and the reduction to future
earnings per share (or increase to future loss per share) which would result
with such classification, Mr. Segal agreed to relinquish his contractual right
to require the Company to purchase his shares, in exchange for options, to be
granted in 1998, to purchase 1,900,000 Class A shares and 100,000 Class B shares
at prices equal to, or greater than, the market value at the date of the grant.
Pension Benefits
A Subsidiary of the Company has a non-contributory defined benefit pension plan
for salaried employees, which was "frozen" by action of the Board of Directors
in January 1988. Monthly benefits payable at age 65 are equal to 50% of final
average earnings, less 75% of the primary Social Security benefit. "Final
average earnings" is the average of the highest consecutive five of the last ten
years ended December 31, 1987, and monthly benefits are reduced pro rata for
each full year of service less than thirty. Benefits are paid on a straight-life
annuity basis or in an optional form which is actuarially equivalent to a life
annuity.
4
The following table reflects estimated annual benefits payable at age 65 on a
straight-life annuity basis at various compensation levels and years of service,
before being reduced by up to 75% of the retiree's annual primary Social
Security benefit.
PENSION PLAN TABLE
Years of Credited Service
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Final Average Earnings 10 20 30
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$ 30,000 $ 5,000 $10,000 $15,000
50,000 8,333 16,667 25,000
70,000 11,667 23,333 35,000
90,000 15,000 30,000 45,000
110,000 18,333 36,667 55,000
130,000 21,667 43,333 65,000
Years of service of the executive officers of the Company currently
credited under the plan are as follows: Mr. Segal, 17 years. The estimated final
average earnings for Mr. Segal prior to reduction of Social Security Benefits
are $98,300.
Stock Options
In 1994, the Company's Board of Directors adopted and the stockholders
approved the EXX INC 1994 Stock Option Plan ("New Plan") which provided for the
issuance of incentive stock options within the meaning of Section 422 of the
Internal Revenue Code and for the issuance of non-qualified stock options (not
intended to qualify under Section 422 of the Code). Pursuant to the plan,
5,000,000 shares of Class A stock have been reserved for issuance upon the
exercise of options to officers, directors, employees and consultants of the
Company as either incentive and/or non-qualified options.
The New Plan is administered by a committee (the "Committee")
consisting of two members of the Board of Directors, each of whom is a
disinterested person as defined in Rule 16b-3 of the Securities and Exchange
Act. The Committee has the authority to grant options, determine the recipients
of said options, the exercise price which is not to be less than fair market
value at date of grant, and to make all other determinations deemed necessary or
advisable for its administration. The New Plan also provides that the maximum
term of each option is ten years (except that with respect to options granted to
persons holding more than 10% of the total combined voting power of all classes
of stock of the Company, the exercise price must be at least equal to 100% of
the fair market value and the term cannot exceed five years). The New Plan also
provides certain maximum limits of incentive options that may be granted to an
employee within a calendar year.
At December 31, 2001 options to purchase 5,000,000 shares of Class A
common stock were available for grant. Unless previously terminated the stock
option plan shall terminate in 2004.
Compensation Report on Executive Compensation
The Compensation Committee is comprised of all members of the Board of
Directors except the Chairman of the Board who is the Chief Executive Officer.
There is currently in force a contract entered into in 1994 described under
Executive Employment Contracts which covers the Chief Executive's Compensation.
As regards any other executives, the Chairman of the Board annually
reviews the performance and operating results of the applicable subsidiary and
determines the executive's salary and bonus arrangement subject to Board of
Directors approval.
The foregoing report on Executive Compensation has been approved by all
members of the Board of Directors.
David A. Segal, Chairman
Jerry Fishman Frederic Remington
Norman Perlmutter
5
STOCK PRICE PERFORMANCE GRAPH
The current SEC rules require that the reporting Company include in
this Proxy Statements a line graph which compares cumulative five-year return to
stockholders on an indexed basis with a major index and a nationally recognized
industry standard or a peer group index. This information set forth below
compares the EXX INC return with the Standard & Poor's ("S&P") Midcap Index and
the S&P Manufacturing Specialized Midcap Index for this requirement. The
information set forth covers the period from year-end 1996 through year-end 2001
and assumes the investment of $100 in December 1996 and the monthly reinvestment
of dividends.
TOTAL RETURN TO STOCKHOLDERS
DECEMBER 31, 1996 TO DECEMBER 31, 2001
(GRAPH APPEARS HERE)
ANNUAL RETURN PERCENTAGE
Years Ending
Company/Index Dec-97 Dec-98 Dec-99 Dec-00 Dec-01
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EXX INC - CL A -19.35 -40.00 236.53 -55.45 -20.00
S&P MIDCAP 400 INDEX 32.25 19.11 14.72 17.51 -7.50
MANUFACTURING(SPCIALZD)-MD 11.39 -12.82 11.56 -1.44 41.53
Base INDEXED RETURNS
Period Years Ending
Company/Index Dec-96 Dec-97 Dec-98 Dec-99 Dec-00 Dec-01
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EXX INC - CL A 100 80.65 48.39 162.84 72.55 58.04
S&P MIDCAP 400 INDEX 100 132.25 157.52 180.71 212.35 196.42
MANUFACTURING(SPCIALZD)-MD 100 111.39 97.11 108.33 106.76 151.11
6
INDEPENDENT PUBLIC ACCOUNTANTS
Rothstein, Kass & Company, P.C. the Company's independent public
accountants for 2001, have also been selected as such for the Company's current
fiscal year. A representative from that firm is expected to be present at the
Meeting and will have an opportunity to make a statement and to respond to
appropriate questions from Stockholders.
OTHER BUSINESS
The Company's Board of Directors knows of no other matters which may
come before the Meeting. However, if any other business should come before the
Meeting, the proxies to which this statement relates will be voted on such
matters in accordance with the best judgment of the person authorized therein.
PROPOSALS OF SECURITY HOLDERS
Any proposal by a Stockholder of the Company intended to be presented
at the next Annual Meeting of Stockholders must be received at the Company's
Executive offices on or before March 1, 2003.
By Order of the Board of Directors,
David A. Segal
Chairman of the Board and
Chief Executive Officer
Las Vegas, Nevada
April 26, 2002
A copy of the Company's annual report (which includes the Company's 10-K) for
the year ended December 31, 2001, including financial statements, accompanies
this Proxy Statement.
THE ANNUAL REPORT IS NOT TO BE REGARDED AS PROXY SOLICITING MATERIAL OR AS A
COMMUNICATION BY MEANS OF WHICH ANY SOLICITATION IS TO BE MADE.
7
EXX INC
CLASS B STOCKHOLDER PROXY
Proxy Solicited on Behalf of the Board of Directors of
the Company for the Annual Meeting May 28, 2002
PROXY
The undersigned hereby constitutes and appoints David A. Segal his true and
lawful agent and proxy, with full power of substitution, to represent the
undersigned at the annual meeting of Stockholders of EXX INC to be held at the
office of RK Consulting LLC, 3 Becker Farm Road, 4th Floor, Roseland, New
Jersey, at 5:00 p.m. on, Tuesday, May 28, 2002, and at any adjournments thereof,
on all matters coming before said meeting.
Dated:________________________2002
__________________________________
__________________________________
Signature of Stockholder
This Proxy Must be Signed Exactly
As Name Appears Hereon.
Executors, administrators,
trustees, etc., should Give title
as such. If the signer is a
corporation, please sign full
corporate name by duly authorized
officer. (over)
(continued from other side)
This Proxy will be voted in accordance with the Instructions given herein.
IF NO INSTRUCTIONS ARE INDICATED, THIS PROXY WILL BE VOTED FOR THE ELECTION OF
THE NOMINEE FOR DIRECTOR; AND WILL BE VOTED UPON WITH RESPECT TO ANY OTHER
BUSINESS WHICH MAY COME BEFORE THE MEETING OR ANY ADJOURNMENTS THEREOF IN THE
JUDGMENT OF THE PERSON NAMED PROXY HEREIN.
1. ELECTION OF DIRECTORS
Nominees, Jerry Fishman, Frederic Remington, David A. Segal
(Mark only one)
[_] VOTE FOR all nominees listed above; except vote withheld from following
nominees (if any):
___________________________________________________________________________
[_] VOTE WITHHELD from all nominees
2. In his discretion, upon other matters as may properly come before the
meeting.
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PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE
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EXX INC
CLASS A STOCKHOLDER PROXY
Proxy Solicited on Behalf of the Board of Directors of
the Company for the Annual Meeting May 28, 2002
PROXY
The undersigned hereby constitutes and appoints David A. Segal his true and
lawful agent and proxy, with full power of substitution, to represent the
undersigned at the annual meeting of Stockholders of EXX INC to be held at the
office of RK Consulting LLC, 3 Becker Farm Road, 4th Floor, Roseland, New
Jersey, at 5:00 p.m. on, Tuesday, May 28, 2002, and at any adjournments thereof,
on all matters coming before said meeting.
Dated:________________________2002
__________________________________
__________________________________
Signature of Stockholder
This Proxy Must be Signed Exactly
As Name Appears Hereon.
Executors, administrators,
trustees, etc., should Give title
as such. If the signer is a
corporation, please sign full
corporate name by duly authorized
officer. (over)
(continued from other side)
This Proxy will be voted in accordance with the Instructions given herein.
IF NO INSTRUCTIONS ARE INDICATED, THIS PROXY WILL BE VOTED FOR THE ELECTION OF
THE NOMINEE FOR DIRECTOR; AND WILL BE VOTED UPON WITH RESPECT TO ANY OTHER
BUSINESS WHICH MAY COME BEFORE THE MEETING OR ANY ADJOURNMENTS THEREOF IN THE
JUDGMENT OF THE PERSON NAMED PROXY HEREIN.
1. ELECTION OF DIRECTOR
Nominee, Norman H. Perlmutter
(Mark only one)
[_] VOTE FOR the nominee listed above.
___________________________________________________________________________
[_] VOTE WITHHELD from the nominee listed above.
2. In his discretion, upon other matters as may properly come before the
meeting.
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PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE
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