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 [_] Soliciting Material Under Rule
[_] Confidential, For Use of the 14a-12
Commission Only (as permitted
by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
Million Dollar Saloon, Inc.
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(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(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:
________________________________________________________________________________
2) Aggregate number of securities to which transaction applies:
________________________________________________________________________________
3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is
calculated and state how it was determined):
________________________________________________________________________________
4) Proposed maximum aggregate value of transaction:
________________________________________________________________________________
5) Total fee paid:
________________________________________________________________________________
[_] Fee paid previously with preliminary materials:
________________________________________________________________________________
[_] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the form or schedule and the date of its filing.
1) Amount previously paid:
________________________________________________________________________________
2) Form, Schedule or Registration Statement No.:
________________________________________________________________________________
3) Filing Party:
________________________________________________________________________________
4) Date Filed:
________________________________________________________________________________
MILLION DOLLAR SALOON, INC.
6848 Greenville Avenue
Dallas, Texas 75231
(214) 691-6757
December 7, 2001
Dear Stockholder:
You are cordially invited to attend the Annual Meeting of Stockholders of
Million Dollar Saloon, Inc. (the "Company") to be held at 2:00 p.m., Central
Standard Time, on Thursday, January 10, 2002, at the corporate offices, 6848
Greenville Avenue, Dallas, Texas 75231.
This year you will be asked to consider two proposals concerning the
election of directors and ratification of the appointment of the Company's
independent public accountants, respectively. These matters are explained more
fully in the attached proxy statement, which you are encouraged to read.
The Board of Directors recommends that you approve the proposals and urges
you to return your signed proxy card at your earliest convenience, whether or
not you plan to attend the annual meeting.
Thank you for your cooperation.
Sincerely,
/s/ Dewanna Ross
-------------------------------------
Dewanna Ross
Chief Operating Officer and Secretary
MILLION DOLLAR SALOON, INC.
6848 Greenville Avenue
Dallas, Texas 75231
(214) 691-6757
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS TO BE HELD JANUARY 10, 2002
Notice is hereby given that the Annual Meeting of the Stockholders of
Million Dollar Saloon, Inc., a Nevada corporation (the "Company"), will be held
on January 10, 2002, at 2:00 p.m., Central Standard Time, at the corporate
offices, 6848 Greenville Avenue, Dallas, Texas 75231, for the following
purposes:
(1) To elect two (2) directors of the Company to hold office until
the next Annual Meeting of Stockholders or until their respective
successors are duly elected and qualified;
(2) To ratify the appointment of S. W. Hatfield, CPA as independent
public accountants for the Company; and
(3) To transact such other business as may properly come before the
meeting or any adjournment thereof.
The holders of record of common stock of the Company at the close of
business on December 7, 2001, will be entitled to vote at the meeting.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Dewanna Ross
----------------
Dewanna Ross
Chief Operating Officer and Secretary
MILLION DOLLAR SALOON, INC.
6848 Greenville Ave.
Dallas, Texas 75231
----------------------
PROXY STATEMENT
FOR
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD JANUARY 10, 2002
----------------------
SOLICITATION AND REVOCABILITY OF PROXIES
A Proxy in the accompanying form is being solicited by the Board of
Directors of Million Dollar Saloon, Inc. (the "Company") for use at the
Company's Annual Meeting of Stockholders (the "Meeting") to be held at the
corporate offices, 6848 Greenville Avenue, Dallas, Texas 75231, at 2:00 p.m.
Central Standard Time, on January 10, 2002, and at any adjournment thereof. The
Company will bear the cost of such solicitation, including charges and expenses
of brokerage firms, banks and others for forwarding solicitation material to
beneficial owners. In addition to the use of the mails, Proxies may be solicited
by officers and employees of the Company, without remuneration, by personal
contact, telephone or facsimile. Proxies, together with copies of this Proxy
Statement, are being mailed to stockholders of the Company on or about December
7, 2001.
Execution and return of the enclosed Proxy will not in any way affect a
stockholder's right to attend the Meeting and to vote in person, and any
stockholder giving a Proxy has the power to revoke it at any time before it is
voted by filing with the Secretary of the Company a written revocation or duly
executed Proxy bearing a later date. A Proxy, when executed and not revoked,
will be voted in accordance with the instructions thereon. In the absence of
specific instructions, Proxies will be voted by the individuals named in the
Proxy "FOR" the election as directors of those two nominees named in this Proxy
Statement, "FOR" the proposal to ratify the appointment of S. W. Hatfield, CPA
as independent public accountants for the Company, and in accordance with their
best judgment on all other matters that may properly come before the Meeting.
VOTING SECURITIES AND QUORUM
Stockholders of record at the close of business on December 7, 2001 (the
"Record Date"), are entitled to notice of and to vote at the Meeting. On the
Record Date, the Company had issued and outstanding 5,731,778 shares of $0.001
par value common stock (the "Common Stock"). The presence, in person or by
Proxy, of the holders of a majority of the issued and outstanding shares of
Common Stock is necessary to constitute a quorum at the Meeting. Each holder of
Common Stock will be entitled to one vote per share held. Neither the Articles
of Incorporation, as amended, nor the Bylaws of the Company provide for
cumulative voting rights.
The favorable vote of the holders of a majority of the shares of Common
Stock present in person or by Proxy at the Meeting is required for the approval
of matters presented at the Meeting, except as to the election of directors, the
two individuals receiving the greatest number of votes shall be deemed elected
even though not receiving a majority.
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MATTERS TO COME BEFORE THE MEETING
Proposal 1: Election of Directors
At the Meeting, two directors constituting the entire Board of Directors
are to be elected. All directors of the Company hold office until the next
annual meeting of stockholders or until their respective successors are duly
elected and qualified or their earlier resignation or removal.
It is the intention of the persons named in the Proxies to vote the Proxies
for the election of the nominees named below, unless otherwise specified in any
particular Proxy. The management of the Company does not contemplate that any of
the nominees will become unavailable for any reason, but if that should occur
before the Meeting, Proxies will be voted for another nominee, or other
nominees, to be selected by the Board of Directors. A stockholder entitled to
vote for the election of directors may withhold authority to vote for certain
nominees for director or may withhold authority to vote for all nominees for
director. The director nominees receiving a plurality of the votes of the
holders of shares of Common Stock, present in person or by Proxy at the Meeting
and entitled to vote on the election of directors, will be elected directors.
Abstentions and brokers non-votes (i.e., shares held in street name for which
the record holder does not have discretionary authority to vote) will not be
treated as a vote for or against any particular director nominee and will not
affect the outcome of the election.
The persons listed below have been nominated by the Board of Directors as
nominees for election to fill the two director positions.
Nominee Age Position with the Company Director Since
- ------- --- ------------------------- -------------
Nick Mehmeti 43 President, Chief Executive Officer, January 2000
Chief Financial Officer and Director
Duncan Burch 43 Executive Vice President and Director January 2000
Information Regarding Nominees For Election As Directors
Background of Nominees for Director
Nick Mehmeti has served as the Company's President, Chief Executive Officer
and a director since January 2000. He has served as the Chief Financial Officer
since January 2001. For at least the last fifteen years Mr. Mehmeti and his
affiliates have owned and operated restaurants and adult cabarets in the
Dallas-Fort Worth Metroplex. Mr. Mehmeti will devote as much of his time as is
necessary to perform his duties as President, Chief Executive Officer and a
director of the Company.
Duncan Burch has served as the Company's Executive Vice President and a
director since January 2000. Mr. Burch and his affiliates have owned and
operated restaurants and adult cabarets in the Dallas-Fort Worth Metroplex for
at least the past ten years. Mr. Burch will devote as much of his time as is
necessary to perform his duties as an officer and a director of the Company.
Board of Directors and Committee Meetings Attendance
During the fiscal year ended December 31, 2000, the Board acted on two
occasions by written unanimous consent of the Board of Directors in lieu of
meeting and held its annual meeting on December 1, 2000. The Company does not
have any committees. The Company currently does not pay a director fee for
attending scheduled and special meetings of the Board of Directors. The Company
pays expenses of all of its directors in attending meetings.
-2-
Proposal 2: Ratify the Appointment of Independent Public Accountants
The Board of Directors of the Company has appointed S. W. Hatfield, CPA,
independent public accountants to serve as independent auditors of the Company
and to audit its consolidated financial statements for fiscal year 2001, subject
to approval by stockholders at the Meeting. To the knowledge of management of
the Company, neither such firm nor any of its members has any direct or
materially indirect financial interest in the Company, or any connection with
the Company in any capacity otherwise than as independent public accountants.
Although stockholder ratification and approval of this appointment is not
required by law or otherwise, and in keeping with the Company's policy that its
stockholders should be entitled to a voice in this regard as a matter of good
corporate practice, the Board of Directors is seeking ratification of this
appointment. If the appointment is not ratified, the Board of Directors must
then determine whether to appoint other auditors, and in such case, the vote of
stockholders will be taken into consideration.
The following resolution concerning the appointment of independent auditors
will be offered at the Meeting:
RESOLVED, that the appointment by the Board of Directors of the
Company of S. W. Hatfield, CPA to audit the consolidated financial
statements and related books, records, and accounts of the Company and its
subsidiaries for the fiscal year 2001 is hereby ratified.
The enclosed Proxy will be voted as specified, but if no specification is
made, it will be voted in favor of the adoption of the resolution of
ratification.
RELATIONSHIP WITH INDEPENDENT AUDITORS
The firm of S. W. Hatfield, CPA, independent auditors, has been selected by
the Board of Directors to serve as the Company's auditors for the fiscal year
ending December 31, 2001. S. W. Hatfield, CPA has served as the Company's
auditors since the Company's acquisition of Million Dollar Saloon, Inc., Furrh,
Inc., Tempo Tamers, Inc., Corporation Lex, and Don, Inc. in September 1995. A
representative of S. W. Hatfield, CPA is expected to be present at the Annual
Meeting in order to make a statement if the auditors so desire and to respond to
appropriate questions.
Audit Fees. The aggregate fees billed by S. W. Hatfield, CPA for
professional services rendered for the audit of the Company's annual financial
statements for the year ended December 31, 2000 and the reviews of the financial
statements included in the Company's Forms 10-QSB for that year were $11,563.
All Other Fees. There were no other fees for either audit-related or
non-audit services billed by S. W. Hatfield, CPA. Audit related services
generally include fees for benefit plan audits, accounting consultations, and
SEC registration statements.
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information as of December 7, 2001
relating to the beneficial ownership of shares of Common Stock by (i) each
person who owns beneficially more than 5% of the outstanding shares of Common
Stock, (ii) each director of the Company, (iii) each executive officer of the
Company, and (iv) all executive officers and directors of the Company as a
group.
-3-
Number Percentage of
Name(1) of Shares Common Stock Owned
- ----------------------------------------------- ----------- ------------------
Nick Mehmeti(2)................................ 2,419,787(3) 39.5%
Duncan Burch(2)................................ 2,075,787(3) 33.9%
Dewanna Ross(4)................................ 34,350(5) *
Sharon Furrh(6)................................ -0- -0-
J.M. Tibbals as Trustee for The
Irrevocable Trust No. 1(7).................. 451,558 7.9%
Officers and Directors as a group (4 persons).. 4,129,924(8) 67.4%
- --------------------
*Less than 1%
(1) Unless otherwise indicated, the persons listed have sole voting and
investment powers with respect to all such shares.
(2) Mr. Mehmeti is the President, Chief Executive Officer, Chief Financial
Officer and a director of the Company and Mr. Burch is the Executive Vice
President and a director of the Company. The mailing address for Messrs.
Mehmeti and Burch is c/o the Company, 6848 Greenville Ave., Dallas, Texas
75231.
(3) Includes an option to purchase 400,000 shares of the Common Stock of the
Company for $440,000 ($1.10 per share) which is jointly owned by Messrs.
Mehmeti and Burch and may be exercised in whole or in part at any time
until October 18, 2004 when the option expires.
(4) Dewanna Ross is the Chief Operating Officer, Vice President of Operations,
Secretary, Treasurer and a director of the Company. She is not a nominee
for re-election as a director.
(5) Includes 4,000 shares owned by Ms. Ross and 30,350 shares held in a
custodian account for the benefit of Solon Weaver. Ms. Ross disclaims any
ownership interest in the 30,350 shares held in the custodian account, but
she does have voting authority of such shares.
(6) Sharon Furrh was elected Vice President of Public Relations and Advertising
on August 15, 2001.
(7) The mailing address for The Irrevocable Equity Trust No. 1 is c/o J.M.
Tibbals, Arter & Hadden, 1717 Main Street, Suite 4100, Dallas, Texas 75201.
(8) Includes 400,000 shares which are subject to an option jointly held by
Messrs. Mehmeti and Burch which may be exercised at any time until October
18, 2004 and 30,350 shares held in a custodian account over which Dewanna
Ross has voting power.
EXECUTIVE OFFICERS AND COMPENSATION
The following section sets forth the names and background of the Company's
executive officers.
Background of Executive Officers
Name Offices Held Age
- --------------- --------------------------------------------------- ---
Nick Mehmeti(1) Chief Executive Officer, Chief Financial Officer, 43
President and Director
Duncan Burch(1) Executive Vice President and Director 43
Dewanna Ross(2) Chief Operating Officer, Vice President of 46
Operations, Secretary, Treasurer and Director
Sharon Furrh Vice President of Public Relations and Advertising 52
- ---------------
(1) On January 18, 2000, Messrs. Mehmeti and Burch were elected directors of
the Company. On January19, 2000, Mr. Mehmeti was elected as the President
and Chief Executive Officer of the Company and Mr. Burch was elected as
Executive Vice President of the Company. See "Information Regarding
Nominees For Election As Directors."
(2) On January 19, 2000, Ms. Ross resigned as President and Chief Executive
Officer of the Company and was elected as Vice President of Operations and
Chief Operating Officer. Ms. Ross is not a nominee for re-election as a
director of the Company.
-4-
Dewanna Ross has served in various positions with the Company since 1995.
Ms. Ross has served as a director of the Company since 1995 and as President and
Chief Executive Officer of the Company from July 1999 to January 2000. In
January 2000, she was elected Vice President of Operations and Chief Operating
Officer of the Company. Ms. Ross is responsible for the development of the
corporate procedures, including the hiring and training of corporate staff and
the day-to-day operations of the Company's Million Dollar Saloon. Ms. Ross has
also served as an officer and operator of a private club and as an officer of
other businesses. Ms. Ross has a Bachelor of Arts degree from the University of
Texas at Dallas.
Sharon Furrh has served as the Company's Vice President of Public Relations
and Advertising since August 15, 2001. She has been involved as a design
consultant for The Million Dollar Saloon, in both its original construction and
in subsequent remodelings. Additionally, Sharon Furrh is responsible for
advertising, promotions and public relations for the Company. Mrs. Furrh has
been employed by the Company in various capacities since 1995.
All officers of the Company hold office until the annual meeting of
directors following the annual meeting of stockholders or until their respective
successors are duly elected and qualified or their earlier resignation or
removal.
Summary of Compensation
Duncan Burch, Executive Vice President and director of the Company,
received $191,162 as compensation from the Company during 2000, which included
an $81,162 bonus paid to Mr. Burch in December 2000. Mr. Burch in January 2001
agreed to reduce his annual salary from $130,000 to $78,000. No other executive
officer of the Company, except for Nick Mehmeti, received remuneration in excess
of $100,000 during the referenced periods. The following Summary Compensation
Table sets forth, for the years indicated, all cash compensation paid,
distributed or accrued for services, including salary and bonus amounts,
rendered in all capacities for the Company to its President and Chief Executive
Officer. All other compensation related tables required to be reported have been
omitted as there has been no applicable compensation awarded to, earned by or
paid to any of the Company's executive officers in any fiscal year to be covered
by such tables.
Summary Compensation Table
Annual Compensation Long-Term Compensation
---------------------- -------------------------
Awards Payouts
------------------------- -------
Other Restricted Securities All
Salary/ Annual Stock Underlying LTIP Other
Name/Title Year Bonus Compensation Awards Options/SARs Payouts Compensation
- ------------------------- ------- --------- ------------ ---------- ------------ ------- ------------
Nick Mehmeti, President 2000 $191,162 NA NA NA NA NA
and Chief Executive
Officer(1)
Dewanna Ross, President 1999 $ 36,400 NA NA NA NA $ -0-
and Chief Executive
Officer(2)
Nina Furrh, President and 1999 $ 66,000 NA NA NA NA $ -0-
Chief Executive 1998 $ 9,000 NA NA NA NA $ -0-
Officer(3)
- ------------------------
(1) Mr. Mehmeti was elected President and Chief Executive Officer in January
2000 at an annual salary of $130,000. In December 2000, Mr. Mehmeti receive
an $81,162 bonus. In January 2001 Mr. Mehmeti agreed to reduce his annual
salary to $78,000.
(2) Ms. Ross was elected President and Chief Executive Officer in July 1999 to
replace Nina Furrh. Subsequently, in January 2000 she resigned as President
and Chief Executive Officer and was elected as Vice President of Operations
and Chief Operating Officer. The $36,400 represents Ms. Ross's salary while
she served as President and Chief Executive Officer. In January 2000, Nick
Mehmeti was elected as President and Chief Executive Officer of the
Company.
-5-
(3) Ms. Furrh was elected as President and Chief Executive Officer in February
1998. In July 1999, Ms. Furrh resigned as President and Chief Executive
Officer.
Director Compensation
The Company does not currently pay a director fee for attending scheduled
and special meetings of the Board of Directors. The Company pays the expenses of
all of its directors in attending board meetings.
Indebtedness of Directors and Senior Officers
None of the directors or officers of the Company or their respective
associates or affiliates is indebted to the Company.
Committees of the Board of Directors and Meeting Attendance
There are no audit, compensation or other committees of the Board of
Directors of the Company.
Family Relationships
There are no family relationships among the Company's directors or
officers.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended ("Section
16(a)"), requires the Company's officers, directors and persons who own more
than 10% of a registered class of the Company's equity securities to file
statements on Form 3, Form 4, and Form 5 of ownership and changes in ownership
with the Securities and Exchange Commission. Officers, directors and greater
than 10% stockholders are required by the regulation to furnish the Company with
copies of all Section 16(a) reports which they file.
Based solely on a review of reports on Form 3 and 4 and amendments thereto
furnished to the Company during its most recent fiscal year and written
representations from reporting persons that no report on Form 5 was required,
the Company believes that no person who, at any time during 2000, was subject to
the reporting requirements of Section 16(a) with respect to the Company failed
to meet such requirements on a timely basis.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Two of the Company's properties are currently leased to affiliates of
Duncan Burch, who became an officer, director and major shareholder of the
Company in January 2000.
On January 30, 2001, the Board of Directors, with Duncan Burch absent and
non-voting, approved an amendment to the lease agreement with an affiliate of
Duncan Burch covering the Company's Northwest Highway property. The amendment
provides that effective January 1, 2001, the base rental will be reduced from
$4,750 per week to an amount equal to 10% of the gross revenues generated from
the business located at the property, payable quarterly, until termination of
the lease in May 2002, with a minimum weekly payment of $1,000 which will be
credited against the quarterly percentage rent. The minimum rent payment under
the amended lease agreement shall not be less than $1,000 per week. The
modification of the lease agreement was the result of negotiations between the
Company and representatives of the tenant. Such modifications were requested by
the tenant as a result of substantial decreasing revenues of the tenant's adult
cabaret operation located on the property. The tenant had previously advised the
Company that if the lease was not modified, it may be compelled to close its
business operations and exercise the termination provision in the lease
agreement. The business is owned by an affiliated corporation of Duncan Burch,
an officer and director of the Company.
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PROPOSALS FOR NEXT ANNUAL MEETING
Any proposals of stockholders intended to be presented at the annual
meeting of stockholders of the Company to be held in 2002 must be received by
the Company at its principal executive offices, 6848 Greenville Avenue, Dallas,
Texas 75231, no later than August 1, 2002, in order to be included in the Proxy
Statement and form of Proxy relating to that meeting.
OTHER MATTERS
The management of the Company does not know of any other matters that may
come before the meeting. However, if any matters other than those referred to
above should properly come before the meeting, it is the intention of the
persons named in the enclosed proxy to vote on such matters in accordance with
their best judgment.
-7-
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FORM 10-KSB
The Company will furnish without charge to each person whose Proxy is being
solicited upon request of any such person a copy of the Annual Report of the
Company on Form 10-KSB for the fiscal year ended December 31, 2000, as filed
with the Securities and Exchange Commission, including the financial statements.
Requests for copies of such report should be directed to Ms. Dewanna Ross,
Million Dollar Saloon, Inc., 6848 Greenville Avenue, Dallas, Texas 75231.
The Company's Annual Report to Stockholders for the fiscal year ended
December 31, 2000 includes a copy of its Annual Report on Form 10-KSB, including
the financial statements as filed with the Securities and Exchange Commission.
================================================================================
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MILLION DOLLAR SALOON, INC.
Proxy Solicited on Behalf of the Board of Directors
for the Annual Meeting of Stockholders
January 10, 2002
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby constitutes and appoints Nick Mehmeti and Duncan
Burch (acting unanimously, or if only one is present, by that one alone), and
each of them, with full power of substitution and revocation, as the true and
lawful attorney and proxy of the undersigned, to attend the Annual Meeting of
Stockholders of Million Dollar Saloon, Inc. (the "Company") to be held at 6848
Greenville Avenue, Dallas, Texas 75231, at 2:00 p.m., Central Standard Time on
January 10, 2002, and any adjournments thereof, and to vote the shares of Common
Stock standing in the name of the undersigned with all powers the undersigned
would possess if personally present at the meeting.
(1) Election of two (2) Directors to serve until the next Annual Meeting of
Stockholders.
|_| FOR All nominees named (except as marked to the contrary). |_| WITHHOLD
AUTHORITY to vote for all nominees named.
Names of Nominees: Nick Mehmeti Duncan Burch
(Instruction: To withhold authority to vote for individual nominees, write the
nominee's names on the following line.)
(2) Ratification of Appointment of S.W. Hatfield, CPA as Independent Public
Accountants of the Company.
|_| FOR |_| AGAINST |_| ABSTAIN
(3) In their discretion to vote upon such other business as may properly come
before the meeting.
|_| FOR |_| AGAINST |_| ABSTAIN
(Continued, and to be signed, on other side)
(Continued from other side)
If no specific direction is given, the proxy will be voted FOR the election
of all directors, FOR ratification of the appointment of S.W. Hatfield, CPA as
independent public accountants, and in accordance with their best judgment on
all other matters that may properly come before the meeting.
Please sign exactly as your name appears below. When signing as executor,
administrator, attorney, 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 partnership name by
authorized person.
DATED:
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(Print Full Name of Stockholder)
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(Signature of Stockholder)
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(Insert Title of Above Signatory if
Stockholder is not an Individual)
No postage is required if returned in the enclosed envelope
and mailed in the United States. Stockholders who are
present at the meeting may withdraw their Proxy and vote in
person if they so desire.
PLEASE SIGN AS YOUR NAME APPEARS HEREON, DATE AND RETURN PROXY.