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
[ ] 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
AMERICASBANK CORP.
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(Name of Registrant as Specified In Its Charter)
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Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(4) Date Filed:
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AMERICASBANK CORP.
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD THURSDAY, June 21, 2001, AT 3:00 P.M.
AT
Holiday Inn Select
2004 Greenspring Avenue
Timonium, MD 21093
The Annual Meeting of Stockholders of AmericasBank Corp., a Maryland
corporation (the "Company"), will be held on June 21, 2001, at 3:00 p.m., local
time, at the Holiday Inn Select, 2004 Greenspring Avenue, Timonium, Maryland
21093 to consider and vote upon:
1. The election of seven directors to serve until the Annual Meeting of
Stockholders to be held in 2004 and one director to serve until the Annual
Meeting of Stockholders to be held in 2002 and until their successors are
duly elected and qualified.
2. Ratification of the selection of McGladrey & Pullen, LLP, to serve as
the Company's independent auditors for the 2001 fiscal year.
3. Any other matters that may properly come before the meeting or any
adjournment thereof.
Only stockholders of record at the close of business on May 11, 2001 will be
entitled to notice of and to vote at the meeting or any adjournment thereof.
Accompanying this notice is a proxy statement and proxy form. Whether or not
you plan to attend the meeting, please indicate your choices on the matters to
be voted upon, date and sign the enclosed proxy and return it in the enclosed
postage-paid return envelope. You may revoke your proxy at any time prior to or
at the meeting by written notice to the Company, by executing a proxy bearing a
later date, or by attending the meeting and voting in person.
The Board of Directors recommends a vote FOR the election of the nominees
named in the proxy statement and FOR Proposal Two.
You are cordially invited to attend the meeting in person.
By Order of the Board of Directors,
Shawki N. Malek
Secretary
June 7, 2001
2
AMERICASBANK CORP.
PROXY STATEMENT
Annual meeting of Stockholders to be held on
Thursday, June 21, 2001 at 3:00 P.M.
SOLICITATION AND REVOCATION OF PROXIES
The enclosed proxy is solicited by the Board of Directors of AmericasBank
Corp. (the "Company") for use at the Annual Meeting of Stockholders (the
"Meeting") to be held on June 21, 2001, at 3:00 p.m., local time. The Meeting
will be held at the Holiday Inn Select, 2004 Greenspring Avenue, Timonium,
Maryland 21093. The proxy is revocable at any time prior to or at the Meeting
by written notice to the Company, by executing a proxy bearing a later date, or
by attending the Meeting and voting in person. In addition to solicitation by
mail, proxies may be solicited by officers and directors of the Company
personally or by telephone. Such persons will not be specifically compensated
for soliciting such proxies. The cost of soliciting proxies will be borne by
the Company and may include reasonable out-of-pocket expenses in forwarding
proxy materials to beneficial owners. Brokers and other persons will be
reimbursed for their reasonable expenses in forwarding proxy materials to
customers who are beneficial owners of the common stock of the Company
registered in the name of nominees. This proxy material is being sent to the
Company's stockholders on or about June 8, 2001.
OUTSTANDING SHARES AND VOTING RIGHTS
Stockholders of record at the close of business on May 11, 2001, are
entitled to notice of and to vote at the Meeting. As of the close of business
on that date, there were outstanding and entitled to vote 496,000 shares of
common stock, $0.01 par value per share ("Common Stock"), each of which is
entitled to one vote.
The presence, in person or by proxy, of stockholders entitled to cast a
majority of all votes entitled to be cast at the Meeting shall constitute a
quorum. The affirmative vote of at least a plurality of all shares voted at the
Meeting is sufficient for the approval of each of the nominees named in Proposal
One of this Proxy Statement. The affirmative vote of at least a majority of all
shares voted at the meeting is sufficient for the approval of Proposal Two. An
abstention or broker non-vote is included for purposes of determining the
presence or absence of a quorum for the transaction of business but is not
included in calculating votes cast with respect to the Proposals. The Company
designates an individual to serve as the Inspector of Elections for purposes of
tallying shares voted. The Inspector of Elections will be present at the
Meeting.
The Board of Directors recommends a vote FOR the election of each of the
nominees named in Proposal One of the Proxy Statement and FOR the approval of
Proposal Two.
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All proxies will be voted as directed by the stockholder on the proxy form.
A proxy, if executed and not revoked, will be voted in the following manner
(unless it contains instructions to the contrary, in which event it will be
voted in accordance with such instructions):
. FOR the nominees for directors named below.
. FOR ratification of the selection of McGladrey & Pullen, LLP as the
Company's independent auditors for the 2001 fiscal year.
. Proxies will be voted in the discretion of the holder on such other
business as may properly come before the Meeting or any adjournments
thereof.
IT IS ANTICIPATED THAT THE COMPANY'S DIRECTORS AND OFFICERS WILL VOTE THEIR
SHARES OF COMMON STOCK IN FAVOR OF THE NOMINEES FOR ELECTION TO THE BOARD OF
DIRECTORS LISTED HEREIN AND FOR THE RATIFICATION OF McGLADREY & PULLEN, LLP AS
THE COMPANY'S INDEPENDENT AUDITORS.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The table below sets forth information as of April 30, 2001, relating
to the beneficial ownership of the Common Stock by (i) each person or group
believed by management to own beneficially more than five percent (5%) of the
outstanding Common Stock; (ii) each of the Company's directors and director
nominees; (iii) the executive officer named in the Summary Compensation Table
found on page 15-16 of this Proxy Statement; and (iv) all directors and
executive officers of the Company as a group. As of April 30, 2001, there were
496,000 shares of Common Stock issued and outstanding. Unless otherwise noted
below, the Company believes that each person named in the table has the sole
voting and sole investment power with respect to each of the shares reported as
beneficially owned by such person.
Beneficial Percent of
Name & Address(1) Ownership of Shares(1) Class Owned(1)
- ----------------- ---------------------- --------------
Marc J. Atas 14,842(2) 2.95%
20 North Calvert Street
Suite 744
Baltimore, MD 21202
Garbis Baklayan 30,836(3) 6.03%
300 Chapelwood Lane
Lutherville, MD 21093
Nicholas J. Belitsos, M.D. 33,928(4) 6.60%
St. Joseph Prof. Building
7401 Osler Drive, Suite 102
Towson, MD 21204
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Beneficial Percent of
Name & Address(1) Ownership of Shares(1) Class Owned(1)
- ----------------- ---------------------- --------------
Thomas M. Brandt, Jr. 12,840(5) 2.55%
11806 Linden Chapel Road
Clarksville, MD 21029
William A. Fogle, Jr. 6,808(6) 1.36%
RR1 Box 192
Glen Rock, PA 17327
Constantine Frank 23,354(7) 4.60%
14721 Manor Road
Phoenix, MD 21131
Richard J. Hunt, Jr. 14,068(8) 2.76%
2108 Tall Pines Court
Catonsville, MD 21228
J. Clarence Jameson, III 123,216(9) 22.10%
515 E. Joppa Road
Towson, MD 21286
Kemp Jayadeva 23,320(10) 4.58%
3713 Michelle Way
Baltimore, MD 21208
Norman H. Katz 7,644(11) 1.52%
3420 Lynne Haven Drive
Baltimore, MD 21244
Shawki N. Malek, M.D. 44,622(12) 8.59%
120 Sister Pierre Drive
Suite 408
Towson, MD 21204
Mark D. Noar, M.D. 23,380(13) 4.60%
603 Hastings Road
Towson, MD 21286
Larry D. Ohler 22,428(14) 4.41%
9570 Berger Road
Columbia, MD 21046
5
Beneficial Percent of
Name & Address(1) Ownership of Shares(1) Class Owned(1)
- ----------------- ---------------------- --------------
Kenneth D. Pezzulla 17,660(15) 3.46%
401 Washington Ave.
Suite 301
Towson, MD 21204-4804
Neena Rao, M.D. 25,144(16) 4.94%
29 Treadwell Court
Lutherville, MD 21093
Ramon F. Roig, Jr., M.D. 30,720(17) 6.00%
15 Aigburth Road
Towson, MD 21204
Baldev Singh 29,054(18) 5.69%
7401 Assateague Drive
Jessup, MD 20794
Lee W. Warner 25,280(19) 4.97%
9515 Deereco Road, Suite 601
Timonium, MD 21093
Carl A. J. Wright 29,508(20) 5.77%
120 E. Baltimore Street
22nd Floor
Baltimore, MD 21202
Officers and Directors as a 415,436(21) 57.43%
Group (18 people)
(1) All of the named individuals, other than Mr. Jameson and Mr. Hunt, are
directors of AmericasBank Corp. Mr. Jameson is believed by management to
beneficially own more than five percent (5%) of the outstanding Common
Stock. Mr. Hunt is named as an executive officer in the Summary
Compensation Table. The number of shares beneficially owned includes
shares of Common Stock subject to options or warrants held by the named
individual that are exercisable as of, or within 60 days of, April 30,
2001. Such shares are deemed outstanding for the purpose of computing the
percentage ownership of the person holding the options or warrants, but are
not deemed outstanding for the purpose of computing the percentage
ownership of any other person.
(2) Includes warrants to purchase 7,291 shares and options to purchase 260
shares. The shares of Common Stock and the warrants are held for the
benefit of Mr. Atas' SEP IRA, as to which Mr. Atas has sole voting and
investment power.
(3) Includes warrants to purchase 15,218 shares and options to purchase 400
shares. 10,000 of the shares of Common Stock and 10,000 of the warrants are
held for the benefit of Mr. Baklayan's IRA, as to which Mr. Baklayan has
sole voting and investment power.
6
(4) Includes warrants to purchase 16,184 shares and options to purchase 1,560
shares. 5,000 of the shares of Common Stock and 5,000 of the warrants are
held for the benefit of the Nicholas J. Belitsos, M.D. Profit Sharing
Trust, as to which Dr. Belitsos is the sole trustee; 2,100 shares of the
Common Stock and 2,100 of the warrants are held by dependent children;
1,000 shares of the Common Stock and 1,000 of the warrants are held jointly
with Dr. Belitsos' wife, as to which Dr. Belitsos shares voting and
investment power; and 1,000 of the shares of Common Stock and 1,000 of the
warrants are held by Dr. Belitsos' wife. Dr. Belitsos disclaims beneficial
ownership as to the shares of Common Stock and warrants held by his wife.
(5) Includes warrants to purchase 6,250 shares and options to purchase 340
shares. The shares of Common Stock and the warrants are held for the
benefit of Mr. Brandt's IRA, as to which Mr. Brandt has sole voting and
investment power.
(6) Includes warrants to purchase 1,984 shares and options to purchase 2,840
shares. 200 of the shares of Common Stock and 200 of the warrants are held
for the benefit of Mr. Fogle's IRA, as to which Mr. Fogle has sole voting
and investment power.
(7) Includes warrants to purchase 11,417 shares and options to purchase 520
shares. 10,367 shares of the Common Stock and 10,367 of the warrants are
held jointly with Mr. Frank's wife, as to which Mr. Frank shares voting and
investment power; and 1,000 shares of the Common Stock and 1,000 of the
warrants are held for the benefit of Mr. Frank's IRA, as to which Mr. Frank
has sole voting and investment power.
(8) Includes warrants to purchase 534 shares and options to purchase 12,000
shares. 450 shares of the Common Stock and 450 of the warrants are held by
Mr. Hunt's IRA, as to which Mr. Hunt has sole voting and investment power.
(9) Includes warrants to purchase 61,608 shares. 32,346 of the shares of
Common Stock and 32,346 of the warrants are held jointly with Mr. Jameson's
wife, as to which Mr. Jameson shares voting and investment power; 18,700 of
the shares of Common Stock and 18,700 of the warrants are held for the
benefit of Mr. Jameson's IRA, as to which Mr. Jameson has sole voting and
investment power; and 4,850 of the shares of Common Stock and 4,850 of the
warrants are held by Mr. Jameson's wife's IRA. Mr. Jameson disclaims
beneficial ownership as to the shares of Common Stock and warrants held by
his wife's IRA.
(10) Includes warrants to purchase 10,500 shares and options to purchase 2,320
shares. 2,450 of the shares of Common Stock and 2,450 of the warrants are
held jointly with Mr. Jayadeva's wife, Shobha Jayadeva, M.D., as to which
Mr. Jayadeva shares voting and investment power; 2,500 of the shares of
Common Stock and 2,500 of the warrants are held by dependent children; 500
of the shares of Common Stock and 500 of the warrants are held by Nivi
Corporation; and 5,000 of the shares of Common Stock and 5,000 of the
warrants are held for the benefit of the Shobha Jayadeva Pension Plan, as
to which Shobha Jayadeva, M.D., is the sole trustee. Mr. Jayadeva,
directly or indirectly, controls the voting and investment power of Nivi
Corporation. Mr. Jayadeva disclaims beneficial ownership as to the shares
of Common Stock and warrants held for the benefit of his wife's pension
plan.
(11) Includes warrants to purchase 2,842 shares and options to purchase 1,960
shares. 2,000 of the shares of Common Stock and 2,000 of the warrants are
held for the benefit of Mr. Katz's wife's IRA, as to which Mrs. Katz has
sole voting and investment power. Mr. Katz disclaims beneficial ownership
as to the shares of Common Stock and warrants held for the benefit of his
wife's IRA.
7
(12) Includes warrants to purchase 21,301 shares and options to purchase 2,020
shares. 16,584 of the shares of Common Stock and 16,584 of the warrants are
held for the benefit of the Shawki N. Malek KEOGH Plan, as to which Dr.
Malek is the trustee, and 500 of the shares of Common Stock and 500 of the
warrants are held by dependent children. The 16,584 shares of Common Stock
and 16,584 warrants held for the benefit of the Shawki N. Malek KEOGH Plan
include 15,084 shares of Common Stock and 15,084 warrants held for the
benefit of Dr. Malek and 1,500 shares of Common Stock and 1,500 warrants
held for the benefit of Dr. Malek's wife. Dr. Malek disclaims beneficial
ownership as to the shares of Common Stock and warrants held in the KEOGH
Plan for the benefit of his wife.
(13) Includes warrants to purchase 11,260 shares and options to purchase 860
shares. 9,950 of the shares of Common Stock and 9,950 of the warrants are
held jointly with Dr. Noar's wife, as to which Dr. Noar shares voting and
investment power; and 1,260 of the shares of Common Stock and 1,260 of the
warrants are held by dependent children.
(14) Includes warrants to purchase 10,334 shares and options to purchase 1,760
shares. 2,642 of the shares of Common Stock and 2,642 of the warrants are
held by PLEDGE, a general partnership, 1,600 of the shares of Common Stock
and 1,600 of the warrants are held by Columbia Leasing Corporation and
1,042 of the shares of Common Stock and 1,042 of the warrants are held by
Columbia Leasing Associates, Inc. Mr. Ohler, directly or indirectly,
controls the voting and investment power of PLEDGE, Columbia Leasing
Corporation and Columbia Leasing Associates, Inc.
(15) Includes warrants to purchase 3,050 shares and options to purchase 11,560
shares. 3,000 of the shares of Common Stock and 3,000 of the warrants are
held for the benefit of Mr. Pezzulla's IRA, as to which Mr. Pezzulla has
sole voting and investment power.
(16) Includes warrants to purchase 12,502 shares and options to purchase 140
shares. 4,168 of the shares of Common Stock and 4,168 of the warrants are
held by dependent children.
(17) Includes warrants to purchase 14,500 shares and options to purchase 1,720
shares. 3,000 of the shares of Common Stock and 3,000 of the warrants are
held for the benefit of Dr. Roig's IRA, as to which Dr. Roig has sole
voting and investment power; 8,500 of the shares of Common Stock and 8,500
of the warrants are held for the benefit of the Ramon F. Roig, Jr., M.D.
Profit Sharing Trust, as to which Dr. Roig is the sole trustee; and 2,000
of the shares of Common Stock and 2,000 of the warrants are held for the
benefit of Dr. Roig's wife's IRA, as to which Mrs. Roig has sole voting and
investment power. Dr. Roig disclaims beneficial ownership as to the shares
of Common Stock and warrants held for the benefit of his wife's IRA.
(18) Includes warrants to purchase 14,517 shares and options to purchase 20
shares. 1,000 shares of Common Stock and 1,000 of the warrants are held
jointly with Mr. Singh's wife, as to which Mr. Singh shares voting and
investment power, and 2,100 shares of Common Stock and 2,100 warrants are
held by DLD Associates, L.P. Mr. Singh, directly or indirectly, controls
the voting and investment power of DLD Associates, L.P. Also includes
1,000 shares of Common Stock and 1,000 warrants held by Mr. Singh's wife.
Mr. Singh disclaims beneficial ownership as to the shares held by his wife.
(19) Includes warrants to purchase 12,500 shares and options to purchase 280
shares. The shares of Common Stock and the warrants are held jointly with
Mr. Warner's wife, as to which Mr. Warner shares voting and investment
power.
(20) Includes warrants to purchase 14,584 shares and options to purchase 340
shares.
(21) Includes warrants to purchase 186,768 shares and options to purchase 40,900
shares.
8
PROPOSAL ONE
ELECTION OF DIRECTORS
The By-Laws of the Company provide that the number of directors shall be
nine or such other number as may be designated from time to time by resolution
of the Board of Directors. The number of directors of the Company currently is
set at 23. At the 1998 Annual Meeting of Stockholders of the Company, the
directors were divided into three classes, with each class containing
approximately one-third of the total number of directors, so that, after a
phase-in period, each director will serve for a term ending on the date of the
third annual meeting of stockholders following the annual meeting at which such
director was elected. The term of office of one of the three classes of
directors expires each year.
Pursuant to the By-Laws of the Company, newly created directorships
resulting from any increase in the number of directors or any vacancies on the
Board of Directors are filled by a majority vote of the remaining directors, and
the directors so chosen hold office for a term expiring at the next annual
meting at which successors are elected and qualified.
During 2000, Charles F. Imhoff, Jr., J. Clarence Jameson, III and Michael
Stern resigned as directors of the Company. On September 24, 2000, Baldev Singh
was appointed by the Board of Directors to serve as a director in a directorship
with a term expiring in 2002. At the Meeting, stockholders will vote whether to
continue Mr. Singh in office until the 2002 Annual Meeting. With the exception
of Mr. Singh, the directorships held by these persons were not filled during
2000. Prior to the Meeting, the Board of Directors intends to decrease the size
of the board from 23 to 17 to eliminate all existing vacancies.
At the Meeting, seven directors will be elected to hold office for a three
year term until the 2004 Annual Meeting of Stockholders and one director will be
elected to hold office for a one year term until the 2002 Annual Meeting of
Stockholders. All eight directors will hold office until the election and
qualification of their successors.
All of the nominees are now directors of the Company. The directors whose
terms have not expired will continue to serve as directors until the expiration
of their respective terms. It is not contemplated that any of the nominees will
become unavailable to serve, but if that should occur before the Meeting,
proxies that do not withhold authority to vote for the nominees listed below
will be voted for another nominee, or nominees, selected by the Board of
Directors. The Board of Directors of the Company recommends that stockholders
vote FOR the election of all nominees.
Vote Required
The affirmative vote of at least a plurality of the shares represented at
the Meeting in person or by proxy is required for the election of the directors.
9
Nominees for Election as Directors
Name Ages Term to Expire Director Since
- ---- ---- -------------- --------------
William A. Fogle, Jr. 64 2004 1996
Kemp Jayadeva 50 2004 1996
Norman H. Katz 73 2004 1996
Shawki N. Malek, M.D. 56 2004 1998
Larry D. Ohler 61 2004 1996
Kenneth D. Pezzulla 70 2004 1996
Neena Rao, M.D. 50 2004 1999
Baldev Singh 57 2002 2000
Biographical information concerning these nominees is set forth below.
WILLIAM A. FOGLE, JR. is Vice Chairman of the Board of Directors of the Company
and the Bank. Mr. Fogle currently is Vice President of York County Property
Management Company, a real estate construction, management and development
company in York County, Pennsylvania, and has served in that capacity since
January 1997. Since January 1997, Mr. Fogle also has been a licensed realtor
with Century 21 Country Home, a real estate sales company. He was an Assistant
Vice President of Marketing and Sales for BCI Contractors, Inc., a construction
company, from February 1995 to December 31, 1996. Mr. Fogle was Secretary of
the Maryland Department of Licensing and Regulation from 1987 to February 1995.
KEMP JAYADEVA is a director of the Company and the Bank. Mr. Jayadeva currently
is the President and sole stockholder of Allied Physician Services, Inc., a
computer services firm, and has served in that capacity for over 14 years.
NORMAN H. KATZ is a director of the Company and the Bank. Mr. Katz is an
attorney in solo practice in the Baltimore metropolitan area and has been a sole
practitioner for over 18 years. Mr. Katz was the assistant director of the
Division of Parole and Probation for the State of Maryland from 1955 to 1978.
SHAWKI N. MALEK, M.D. is the Secretary of the Company and the Bank, and a
director of the Company and the Bank. Dr. Malek became the Secretary of the
Company and the Bank in February 2000. Dr. Malek is in private practice
specializing in adult and pediatric gastroenterology with offices in Towson,
Maryland and has served in that capacity since 1982.
LARRY D. OHLER is the Treasurer of the Company and the Bank, a director of the
Company and the Bank and the Interim Chief Financial Officer of the Company and
the Bank. From June 1985 to February 1999, Mr. Ohler was the Chief Financial
Officer of PATS, Inc., an aircraft equipment manufacturer. Mr. Ohler is a
Certified Public Accountant and has been a consultant for the Harvey O. Patrick
Fund since February 1999.
KENNETH D. PEZZULLA is the President of the Company and is the Chairman of the
Board of Directors of the Company and the Bank. Mr. Pezzulla, a director of the
Company since June 1996 and a director of the Bank since December 1997, became
Chairman of the Company and the Bank on January 1, 2000, and became President of
the Company in February 2000. From
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June 1996 to February 2000, Mr. Pezulla was the Secretary of the Company, and
from December 1997 to February 2000, Mr. Pezzulla was the Secretary of the Bank.
Mr. Pezzulla currently is a member of Pezzulla and Pezzulla, LLC, a Towson law
firm, and has served in that capacity since 1995. Mr. Pezzulla had a solo legal
practice from 1975 to 1995. Mr. Pezzulla was a director of Rushmore Trust &
Savings, FSB, from 1989 to October 1997, and was a director of its predecessor,
LaCarona Building and Loan Association, from 1963 to 1989. Mr. Pezzulla was
President of LaCarona Building and Loan Association from 1985 to 1988.
NEENA RAO, M.D. is a director of the Company. Dr. Rao is in private practice
specializing in cardiology with offices in Towson and Randallstown, Maryland,
and has served in that capacity since 1987.
BALDEV SINGH is a director of the Company. Mr. Singh currently is President of
BJK Truckers Inn, Inc., a Maryland based developer and operator of truck stops,
gas stations and convenience stores, and has served in that capacity since
1991. In addition, Mr. Singh is a member of Network Processing, LLC, a provider
of automatic teller machines, and has served in that capacity since April, l998.
Continuing Directors
The directors of the Company whose terms have not expired, their ages, the
years in which their terms expire and the year in which they became directors
are as follows:
Name Age Term to Expire Director Since
- ---- --- -------------- --------------
Mark, J. Atas 46 2002 1999
Garbes Baklayan 53 2003 1998
Nicholas J. Belitsos, M.D. 50 2003 1998
Thomas M. Brandt, Jr. 49 2002 1999
Constantine Frank 45 2002 1998
Mark D. Noar, M.D. 46 2002 1998
Ramon F. Roig, M.D. 66 2003 1998
Lee W. Warner 46 2003 1998
Carl A. Wright 45 2002 1999
Biographical information concerning these directors is set forth below.
MARK J. ATAS is a director of the Company. Mr. Atas is an attorney in solo
practice in the Baltimore metropolitan area and has been a solo practitioner for
over 20 years.
GARBIS BAKLAYAN is a director of the Company. Mr. Baklayan is President and
Chief Executive Officer of Gary's Sportswear and Athletic Shoes, a shoe and
sportswear company, and has served in that capacity since 1978.
NICHOLAS J. BELITSOS, M.D. is a director of the Company. Dr. Belitsos currently
practices internal medicine and gastroenterology in Baltimore, Maryland and is
President of Nicholas J. Belitsos, M.D., P.A. He has served in that capacity
for the past 13 years.
11
THOMAS M. BRANDT, JR. is a director of the Company. Since April 1997, Mr.
Brandt has been a Senior Vice President and the Chief Financial Officer of
Telecommunication Systems, Inc., a software systems integration company. From
May 1996 to March 1997, Mr. Brandt was a Senior Vice President and the Chief
Financial Officer of DIGEX, Inc., an internet service provider. From August
1993 to May 1996, Mr. Brandt was a director of Price Waterhouse, LLP, a public
accounting and consulting firm.
CONSTANTINE FRANK is a director of the Company. Since 1972, Mr. Frank has been
employed by Precision Vending, Inc. (f/k/a Nick Frank Vending, Inc.), a vending
company servicing customers in the Baltimore area. Mr. Frank has been President
of Precision Vending, Inc. since July 1, 1997.
MARK D. NAOR, M.D., is a director of the Company and the Bank. Dr. Noar
currently is a gastroenterologist in Baltimore, Maryland and is a principal of
Endoscopic Microsurgery Associate, P.A., which is a medical practice in
Baltimore, Maryland. He has served in that capacity for over 11 years. Dr. Noar
also is the Medical Director and a principal of The Endoscopy Center, Inc.,
which operates an ambulatory surgery center. He has served in that capacity for
over nine years.
RAMON F. ROIG, JR., M.D. is a director of the Company and the Bank. Dr. Roig
currently practices internal medicine and gastroenterology in Baltimore,
Maryland and is President of Ramon F. Roig, M.D., P.A. He has served in that
capacity since 1974.
LEE W. WARNER is a director of the Company. Mr. Warner is the Chairman and
Chief Executive Officer of The L. Warner Companies, Inc., an investment advisory
firm, and he has served in that capacity since December 1992.
CARL A. J. WRIGHT is a director of the Company. Since January 1998, Mr. Wright
has been the Regional Vice President of Interim Financial Solutions, an
executive search and interim staffing firm. Prior to January 1998, Mr. Wright
was President of A. J. Burton Group, Inc., an executive search and interim
staffing firm, and he served in that capacity beginning in 1990. In January
1998, A. J. Burton Group, Inc. was purchased by Interim Services, Inc., the
parent company of Interim Financial Solutions, Inc.
BOARD MEETINGS AND COMMITTEES
During 2000, the Board of Directors met six times, the Compensation Committee
met two times, the Audit Committee met four times, the Merger and Acquisition
Committee met one time and the Nominating Committee met one time.
Except as indicated below, each director attended seventy-five percent or
more of all meetings of the Board of Directors and committees of the Board on
which he or she served. Directors Mark J. Atas, Garbis Baklayan, Nicholas J.
Belitsos, M.D. and Neena Rao, M.D. did not attend seventy-five percent or more
of all meetings of the Board of Directors held during the time that such persons
were members of the Board.
12
Audit Committee
The Audit Committee of the Board of Directors consists of Larry D. Ohler
(Chair), Kemp Jayadeva, Kenneth D. Pezzulla and William A. Fogle, Jr. The Audit
Committee selects the independent public accountants, reviews the financial
statements with such accountants, discusses with the accountants and management
the results of the audit and oversees internal accounting procedures and
controls. The Audit Committee also reviews, considers and makes recommendations
regarding proposed related party transactions, if any.
The accounting firm of McGladrey & Pullen, LLP ("McGladrey & Pullen") has
acted as AmericasBank Corp's independent public accountants for the year ended
December 31, 2000 and has been recommended by the Audit Committee and selected
by the Board of Directors to act as such for the current fiscal year. A partner
of McGladrey & Pullen is expected to be present at the annual meeting and will
have an opportunity to make a statement if he desires and to respond to
appropriate questions.
Audit Fees
- ----------
The aggregate fees billed for professional services rendered for the audit of
AmericasBank Corp.'s annual financial statements for the most recent fiscal year
and for reviews of the financial statements included in AmericasBank Corp.'s
Forms 10-QSB for the year 2000 were $32,411. Additional fees for such audit are
expected to be approximately $12,500.
Financial Information Systems Design and Implementation Fees
- ------------------------------------------------------------
McGladrey & Pullen did not provide any professional services related to
financial information systems design and implementation as described in
paragraph (c)(4)(ii) of Rule 2-01 of SEC Regulation S-X during 2000.
All Other Fees
- --------------
No fees were billed for services rendered by McGladrey & Pullen, other than
for the services listed above for the most recent fiscal year.
General
- -------
Approximately 69% of the hours expended on the principal accountant's
engagement to audit AmericasBank Corp.'s financial statements for the most
recent fiscal year were attributed to work performed by persons other than the
principal accountant's full time, permanent employees. These persons were
employed jointly by RSM McGladrey, Inc. and McGladrey & Pullen, LLP, an
affiliate of RSM McGladrey, Inc.
Audit Committee Report
- ----------------------
The Audit Committee has reviewed and discussed the audited financial
statements with management. The Audit Committee has discussed with the
independent auditors the matters required to be discussed by SAS 61. The Audit
Committee has received the written disclosures and the letter from the
independent accountants required by Independence Standards Board Standard #1,
Independence Discussions with Audit Committees, and has discussed with the
13
independent accountant the independent accountant's independence. Based on the
review and discussions referred to above, the Audit Committee has recommended to
the Board of Directors that the audited financial statements be included in
AmericasBank Corp.'s Annual Report on Form 10-KSB.
The Board of Directors has adopted a written charter for the Audit
Committee. A copy is attached as Appendix A. The members of the Audit Committee
are independent as defined by Rule 4200(a)(14) of the National Association of
Securities Dealers' listing standards.
Compensation Committee
The Compensation Committee of the Board of Directors consists of Thomas M.
Brandt, Jr. (Chair), Kemp Jayadeva, Norman H. Katz, Larry D. Ohler, Ramon F.
Roig, Jr., M.D. and Shawki N. Malek, M.D. The Compensation Committee reviews
and determines salaries and other benefits for executive and senior management
of the Company and its subsidiaries, reviews and determines employees to whom
stock options are to be granted and the terms of such grants, and reviews the
selection of officers who participate in incentive and other compensation plans
and arrangements.
Nominating Committee
The Nominating Committee of the Board of Directors consists of Kemp
Jayadeva (Chair), Marc J. Atas, Kenneth D. Pezzulla and William A. Fogle, Jr.
The Nominating Committee selects qualified persons as nominees for election by
the stockholders to the Company's Board of Directors. The Nominating Committee's
recommendations are submitted to the Board of Directors at regularly scheduled
meetings. The Nominating Committee will not consider nominees recommended by
stockholders.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
AmericasBank Corp.'s directors and executive officers, and persons who
beneficially own more than 10% of AmericasBank Corp.'s Common Stock, are
required to file with the Securities and Exchange Commission initial reports of
ownership and reports of changes in ownership of any securities of AmericasBank
Corp. Because AmericasBank Corp. did not receive any such reports or amendments
thereto during 2000 and did not receive any representations from such persons
that no reports were required, AmericasBank Corp. was unable to determine
whether any of such persons failed to file a report on a timely basis or whether
any of such persons failed to file a required report.
EXECUTIVE OFFICERS AND SIGNIFICANT EMPLOYEES
Name Age Position
- ---- --- --------
Patricia D'Alessandro 55 Executive Vice President of the Company and Interim President of
the Bank and a Director of the Bank
Douglas W. DeVaughn 43 Senior Vice President of the Bank and Senior Credit Officer of the
Bank
14
Biographical information concerning Ms. D'Allesandro and Mr. DeVaughn is
set forth below:
PATRICIA D'ALESSANDRO is the Executive Vice President of the Company and the
Interim President of the Bank, and is a director of the Bank. From December
1997 to December 1998, Ms. D'Alessandro was the President of the Bank. Until
December 1, 1997, Ms. D'Alessandro was a Vice President of Rushmore Trust and
Savings, FSB ("Rushmore"), and had served in that capacity for over six years.
As a Vice President of Rushmore, Ms. D'Alessandro was responsible for loan
originations, loan servicing, delinquencies and collections for both of
Rushmore's branch offices. Ms. D'Alessandro was employed from 1962 to 1974 and
from 1984 to 1989 by Chesapeake Federal Savings and Loan Association, during
which time Ms. D'Alessandro served in a variety of capacities, including
assistant secretary of the association and manager of loan servicing.
DOUGLAS W. DEVAUGHN is the Senior Vice President of the Bank and the Senior
Credit Officer of the Bank. From May 1998 to March 1999, Mr. DeVaughn was Vice
President/Account Officer for Chevy Chase Bank in Chevy Chase, Maryland, and in
that capacity was responsible for developing and managing relationships with
high income, high net worth clients. From April 1994 to May 1998, Mr. DeVaughn
was Assistant Vice President/Relationship Manager for NationsBank (now known as
Bank of America) in Baltimore, Maryland, and in that capacity was responsible
for managing relationships with high income, high net worth clients. From April
1986 to April 1994, Mr. DeVaughn served in a variety of capacities for
NationsBank. From August 1980 to April 1986, Mr. DeVaughn served in a variety
of capacities for Central National Bank in Silver Spring, Maryland.
EXECUTIVE COMPENSATION
Executive Compensation
Summary Compensation Table. The following table sets forth the
--------------------------
compensation paid for the last three fiscal years to Richard J. Hunt, Jr., who
served as the Senior Executive Vice President of AmericasBank Corp. and as the
President of AmericasBank during the fiscal year ended December 31, 2000. No
executive officer or employee of AmericasBank Corp. or AmericasBank received
compensation in excess of $100,000 during the last three fiscal years. Other
than the grant of options, all compensation disclosed below was paid by
AmericasBank.
Long Term Compensation
----------------------------
Annual Compensation Awards
------------------- ----------------------------
Name and Restricted Securities
Principal Other Annual Stock Underlying All Other
Position Year Salary Bonus Compensation Award(s) Options Compensation
- ----------------------------------------------------------------------------------------------------------------------------
Richard J. Hunt, Jr., 1998 $28,000 -- -- -- 8,000(2) --
Senior Executive Vice 1999 $90,000 $5,000 -- -- 5,000(3) --
President of 2000 $95,000 -- -- -- -- --
AmericasBank Corp.
and President of
AmericasBank(1)
- ----------------------------------------------------------------------------------------------------------------------------
15
(1) Effective April 12, 2001, Mr. Hunt resigned as Senior Executive Vice
President of AmericasBank Corp. and as President of AmericasBank.
(2) The exercise price of these options is $12.00 per share. The fair market
value of AmericasBank Corp.'s Common Stock on the date of grant of these
options was determined in good faith by the Board of Directors to be $12.00
per share.
(3) The exercise price of these options is $10.00 per share. The fair market
value of AmericasBank Corp.'s Common Stock on the date of grant of these
options was determined in good faith by the Board of Directors to be $10.00
per share.
Aggregate Options Table. The following table sets forth information on the
-----------------------
aggregate number of shares of Common Stock underlying unexercised options held
as of December 31, 2000 by Mr. Jameson and the aggregate dollar value of in-the-
money unexercised options held as of December 31, 2000 by Mr. Hunt.
Number of Securities Underlying Value of Unexercised in-the-Money
Unexercised Options at FY-End Options at FY-End
---------------------------------- ----------------------------------
Name Exercisable Unexercisable Exercisable Unexercisable
- ---- ----------- ------------- ----------- -------------
Richard J. Hunt, Jr. 13,000(1) -- -- --
(1) The exercise price of 8,000 of these options is $12.00 per share and the
exercise price of 5,000 of these options is $10.00 per share.
Employment Contracts.
---------------------
Mr. Hunt's employment agreement with AmericasBank provided for an annual
base salary of $85,000, subject to annual review, and a term of three years.
However, Mr. Hunt had the right to terminate his employment at any time upon 90
days prior written notice and AmericasBank had the right to terminate Mr. Hunt's
employment at any time and for any reason. The employment agreement provided
that, if Mr. Hunt was terminated without cause, AmericasBank was required to pay
Mr. Hunt his salary for nine months after termination. The employment agreement
further provided that, in the event of a change in control of more than fifty
percent (50%) of the ownership of any class of AmericasBank Corp.'s outstanding
capital stock, and Mr. Hunt is terminated or elects to terminate his employment,
then AmericasBank was required to pay Mr. Hunt an amount equal to one year's
salary. Mr. Hunt was entitled to participate in any management bonus plan
established by AmericasBank and was entitled to receive all benefits offered to
AmericasBank's executive employees. Mr. Hunt also received an automobile
expense allowance of $400.00 per month. In addition, pursuant to the employment
agreement, Mr. Hunt was granted options to purchase 8,000 shares of Common
Stock.
As indicated above, effective April 12, 2001, Mr. Hunt resigned as Senior
Executive Vice President of AmericasBank Corp. and as President of AmericasBank.
16
Compensation of Directors
Except for the grant of options to purchase shares of Common Stock as
described below, directors do not receive fees for their services, and are not
reimbursed for expenses incurred in connection with their service as directors.
It is expected that directors will not receive any monetary compensation until
such time as the Company becomes profitable.
Pursuant to the Company's stock option plan, each non-employee director of
the Company or any subsidiary of the Company is granted an option to purchase 20
shares of Common Stock as of the date of his or her attendance at a meeting of
the Board of Directors of the Company or a committee thereof, or a meeting of a
committee of the Board of Directors of a subsidiary of the Company. For
purposes of this option grant program, officers of the Company who do not
provide day-to-day services to the Company or the Bank are not considered to be
employees of the Company.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
AmericasBank Corp. and AmericasBank have engaged and expect to engage in
the future in transactions in the ordinary course of business with their
directors and officers and such persons' affiliates on substantially the same
terms as those prevailing at the time for comparable transactions with unrelated
parties. These transactions are not expected to present any special unfavorable
features to AmericasBank Corp. or AmericasBank.
Beginning in 2000, AmericasBank changed its policy of making only
hypothecated loans to its officers, directors and their affiliates and began
making all types of loans to these persons. Under current law, AmericasBank's
loans to directors, officers and their affiliates are required to be made on
substantially the same terms, including interest rates, as those prevailing for
comparable transactions and must not involve more than the normal risk of
repayment or present other unfavorable features. Furthermore, all loans to such
persons must be approved in advance by a disinterested majority of the Board of
Directors.
As of December 31, 2000, approximately $820,000 in loans were outstanding
to AmericasBank's officers, directors or their affiliates. Of this amount,
approximately $564,000 is secured by real estate. As of December 31, 1999,
approximately $59,000 in loans to AmericasBank Corp.'s officers, directors or
affiliates was outstanding.
In February 1999, AmericasBank entered into an agreement with Network
Processing, LLC, of which Director Baldev Singh is a member, pursuant to which
Network Processing agreed to place AmericasBank's name on automatic teller
machines owned by Network Processing and located at various truck stops, gas
stations and convenience stores throughout the Baltimore metropolitan area.
Although AmericasBank receives no revenues from the branded machines, bank
customers may use the branded machines for no charge.
AmericasBank Corp. and Network Processing were parties to a lease pursuant
to which Network Processing leased approximately 700 square feet of office space
on the second floor of AmericasBank Corp.'s executive offices located at 500
York Road, Towson, Maryland 21286. The lease commenced on August 1, 1998 and
terminated on July 31, 2000. Pursuant to the lease,
17
Network paid $400 per month during months one through six, $700 per month during
months seven through twelve and $725 per month during the second year of the
lease.
PROPOSAL TWO
RATIFICATION OF APPOINTMENT
OF INDEPENDENT AUDITORS
On May 24, 2001, the Audit Committee of the Board of Directors, pursuant to
authority delegated to the committee by the Board of Directors, appointed the
firm McGladrey & Pullen, LLP, to audit the consolidated financial statements of
the Company for the year ending December 31, 2001. The Audit Committee further
directed that management submit the selection of the independent auditors for
ratification by the stockholders at the Meeting. Representatives of McGladrey&
Pullen, LLP are expected to be present at the Meeting.
If the stockholders fail to ratify the selection of the independent
auditors, the Audit Committee will reconsider whether or not to retain McGladrey
& Pullen, LLP. Even if the selection is ratified, the Audit Committee in its
discretion may direct the appointment of different independent auditors at any
time during the year if they determine that such a change would be in the best
interests of the Company and its stockholders.
The Company has been informed that neither McGladrey & Pullen, LLP nor any
of its members has any direct financial interest or any material indirect
financial interest in the Company and during the past three years has had no
connection therewith in the capacity of promoter, underwriter, voting trustee,
director, officer, or employee.
The Board of Directors of the Company recommends that stockholders vote
"FOR" the ratification of the appointment of McGladrey & Pullen, LLP as
independent auditors for the Company.
The firm Keller Bruner & Company, LLP served as independent auditors to the
Company until December 1, 2000. On December 2, 2000, the Company was notified
that Keller Bruner & Company, LLP had merged with McGladrey & Pullen, LLP and
that Keller Bruner & Company, LLP would no longer be the auditor for the
Company. McGladrey & Pullen, LLP was appointed as the Company's new auditor.
Keller Bruner & Company, LLP was engaged to report on the Company's consolidated
financial statements as of and for the year ending December 31, 2000, and
accordingly, has not issued any auditor's reports for prior periods.
STOCKHOLDER PROPOSALS
Proposals of stockholders intended for inclusion in the proxy material for
the Annual Meeting of Stockholders to be held in 2002 must be received in
writing by the Company, Attention Shawki N. Malek, Secretary, 500 York Road,
Towson, Maryland 21204, on or before February 6, 2002. The inclusion of any
proposal will be subject to applicable rules of the Securities and Exchange
Commission.
18
ANNUAL REPORT
The Company's Annual Report on Form 10-KSB for the year ended December 31,
2000 is enclosed herewith. Copies of the Company's Annual Report on Form 10-KSB
for the year ended December 31, 2000, as filed with the Securities and Exchange
Commission, are available to stockholders without charge upon a written request
directed to Shawki N. Malek, Secretary, AmericasBank Corp., 500 York Road,
Towson, MD, 21286.
OTHER MATTERS
The Board of Directors knows of no other business to be presented for
action at the Meeting, but if any other business should properly come before the
Meeting, it is intended that the proxies will be voted in accordance with the
best judgment of the persons acting thereunder in their discretion.
By Order of the Board of Directors,
Shawki N. Malek
Secretary
June 7, 2001
19
APPENDIX A
AMERICASBANK
AUDIT COMMITTEE CHARTER
ORGANIZATION
This charter governs the activities of the Audit Committee of the Board of
Directors of AmericasBank Corp. (the "Company"). The Committee shall review and
reassess the charter at least annually and submit it for approval by the Board
of Directors. The Committee shall be appointed by the Board of Directors and
shall consist of at least three directors. The Committee shall meet the
independence and experience requirements of the NASDAQ Stock Market as in effect
from time to time.
STATEMENT OF POLICY
The Audit Committee shall oversee and monitor the participation of management
and the independent auditors in the Company's financial reporting process, the
systems of internal accounting and financial controls, and the annual
independent audit of the Company's financial statements. In so doing, the
Committee will maintain free and open communication among the Committee,
independent auditors, and management. The Committee shall have access to
personnel of the Company and resources necessary to discharge its
responsibilities. The policies and procedures of the Committee shall remain
flexible, in order to accommodate changing conditions.
RESPONSIBILITIES AND PROCESSES
The following shall be the principal recurring processes of the Audit Committee
in carrying out its oversight responsibilities. The processes are set forth as
a guide with the understanding that the Committee may supplement them as
appropriate.
. The Committee shall have a clear understanding with management and the
independent auditors that the independent auditors are ultimately accountable
to the Board and the Audit Committee, as representatives of the Company's
shareholders. Annually, the Committee shall review and recommend to the Board
the selection of the Company's independent auditors, which may be subject to
shareholder approval. The Committee shall evaluate and, where appropriate,
recommend replacement of the independent auditors. The Committee shall
discuss with the auditors their independence from management and the Company
and the matters included in the written disclosures required by the
Independence Standards Board. There shall be active dialogue with the
independent auditors concerning any disclosed relationships or services that
may impact the objectivity and independence of the auditors and the taking or
recommendation of action to oversee the auditors' independence.
. The Committee shall discuss with the independent auditors the overall scope
and plans for their respective audits, including the fees and adequacy of
staffing. Also, the Committee shall discuss with management and the
independent auditors the adequacy and effectiveness of accounting and
financial controls. Further, the Committee shall meet separately with the
independent auditors, with and without management present, to discuss the
results of their examinations.
. The Committee shall require the independent auditors' review of the Company's
unaudited quarterly financial statements and each Form 10-QSB, if applicable.
The Committee will review items brought forward by the independent auditors.
. The committee shall review with management and the independent auditors the
financial statements to be included in the Company's Annual Report on Form
10-KSB, if applicable, including their judgment about the quality, not
limited to acceptability, of accounting principles. Also, the Committee shall
discuss the results of the annual audit and any other matters required to be
communicated to the Committee by the independent auditors under generally
accepted auditing standards.
. The Committee shall submit regular reports to the Board of Directors
While the Audit Committee has the responsibilities and powers set forth in the
charter, it is not the duty of the Committee to plan or conduct audits or to
determine the Company's financial statements are complete and accurate and are
in accordance with generally accepted accounting principles. Management is
responsible for preparing the "Company's financial statements and the
independent auditors are responsible for auditing those financial statements.
Nor is it the duty of the Audit Committee to insure the adequacy of internal
controls, to conduct investigations or to resolve disagreements, if any, between
management and the independent auditors, or to assure compliance with laws and
regulations.
2
APPENDIX B
FORM OF PROXY
SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
AMERICASBANK CORP.
ANNUAL MEETING OF STOCKHOLDERS
June 21, 2001
The undersigned stockholder of AmericasBank Corp. (the "Company") hereby
appoints William A. Fogle, Jr. and Shawki N. Malek, and each of them acting
singly, with full power of substitution, the attorneys and proxies of the
undersigned and authorizes them to represent and vote on behalf of the
undersigned as designated all of the shares of Common Stock of the Company that
the undersigned is entitled to vote at the Annual Meeting of Stockholders of the
Company to be held on June 21, 2001, and at any adjournment or postponement of
such meeting for the purposes identified below and with discretionary authority
as to any other matters that may properly come before the Annual Meeting,
including substitute nominees, if any of the named nominees for Director should
be unavailable to serve for election in accordance with and as described in the
Notice of Annual Meeting of Stockholders and Proxy Statement. This proxy, when
properly executed, will be voted in the manner directed herein by the
undersigned stockholder. If this proxy is returned without direction being
given, this proxy will be voted FOR Proposals 1 and 2. The undersigned
acknowledges receipt of the Notice of Annual Meeting of Stockholders and Proxy
Statement.
1. Election of Directors
For Term to Expire 2004:
_______ FOR all nominees listed below
_______ WITHHOLD authority to vote for all nominees listed below
_______ FOR, except vote withheld from the following nominees:
______________________________________________________________
NOMINEES: William A. Fogle, Jr., Kemp Jayadeva, Norman H. Katz, Shawki N.
Malek, M.D., Larry D. Ohler, Kenneth D. Pezzulla, Neena Roa, M.D.
For Term to Expire 2002:
_______ FOR all nominees listed below
_______ WITHHOLD authority to vote for all nominees listed below
_______ FOR, except vote withheld from the following nominees:
______________________________________________________________
NOMINEES: Baldev Singh
2. Ratification of appointment of McGladrey & Pullen, LLP as independent
auditors of the Company for the fiscal year ended December 31, 2001.
_______ For _______ Against _______ Abstain
Please sign name exactly as it appears on your stock certificate. If acting as
attorney, executor, trustee, guardian or in other representative capacity, sign
name and title. If held jointly, both parties must sign and date.
PLEASE COMPLETE, SIGN AND RETURN THIS PROXY PROMPTLY IN THE ENCLOSED, SELF-
ADDRESSED STAMPED ENVELOPE.
Signature(s): _______________________________________ Date: ________________
Print Name(s): ______________________________________ No. of Shares: _______