SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
Amendment No.
Filed by the Registrant |X|
Filed by a Party other than the Registrant | |
Check the Appropriate Box:
| | Preliminary Proxy Statement
|X| Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
|X| Definitive Proxy Statement
| | Soliciting Material Pursuant to ss. 240.14a-11(c) or ss. 240.14a-12
CAPITAL DEVELOPMENT GROUP
(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
| | $125 per Exchange Act Rules O-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
| | Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and O-11.
1) Title of each class of securities to which transaction applies:
N/A.
2) Aggregate number of securities to which transaction applies:
N/A.
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule O-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined): N/A.
4) Proposed maximum aggregate value of transaction:
N/A.
5) Total Fee Paid.
None.
| | Fee paid previously with written 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: N/A
2) Form Schedule or Registration Statement No.: N/A
3) Filing Party: N/A
4) Date Filed: N/ANT
CAPITAL DEVELOPMENT GROUP, INC.
-------------
NOTICE OF MEETING OF SHAREHOLDERS
To Be Held August 15, 2000
The Annual Meeting of the Shareholders of Capital Development Group,
Inc. will be held on August 15, 2000 at 2:00 p.m., local time, at the Shilo Inn
at 9900 SW Canyon Road, Portland, Oregon, for the following purposes:
1. The election of the Board of Directors;
2. The Approval of Ernst & Young, LLP as the Auditors and
Independent Public Accountants of the Company;
3. To adopt the Amended and Restated Articles of Incorporation
that will (a) restate the Company's authority to designate and
issue shares of the Company's preferred stock; and (b) provide
for permissive and, in certain cases, mandatory
indemnification of the Company's officers, directors and other
persons; and
4. To transact any other business that may properly come before
the special meeting or any adjournment or postponement of the
meeting.
The Board of Directors has fixed the close of business on June 15, 2000
as the record date for determining shareholders entitled to notice of and to
vote at the Annual Meeting or any adjournment thereof. Only shareholders of
record of the Company's Common Stock at the close of business June 15, 2000 are
entitled to notice of and to vote at the Annual Meeting and any adjournment
thereof.
The number of shares of Common Stock outstanding an entitled to vote at
the Annual Shareholders' Meeting is 8,410,335.
The enclosed Proxy Statement provides you with detailed information
about the meeting. In addition, you may obtain information about Capital
Development Group from documents filed by Capital Development Group with the
Securities Exchange Commission, copies of which are available by contacting
Capital Development Group. We encourage you to read this entire document
carefully.
By Order of the Board of Directors:
/s/
Michael P. Vahl
Chairman
July 31, 2000
WE URGE YOU TO SIGN AND RETURN THE ENCLOSED PROXY AS PROMPTLY AS POSSIBLE -
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING IN PERSON. IF YOU DO ATTEND THE
MEETING, YOU MAY THEN WITHDRAW YOUR PROXY. THE PROXY MAY BE REVOKED AT ANY TIME
PRIOR TO ITS EXERCISE BY WRITTEN NOTICE TO THE SECRETARY AT 4333 ORANGE STREET,
SUITE 3600, RIVERSIDE, CA 92501.
CAPITAL DEVELOPMENT GROUP, INC.
4333 Orange Street
Suite 3600
Riverside. CA 92501
PROXY STATEMENT
Solicitation and Revocability of Proxy.
- --------------------------------------
This Proxy Statement and the accompanying proxy/voting instruction card
(proxy card) are being mailed beginning July 29, 2000 to our shareholders in
connection with the solicitation of proxies by the Board of Directors of Capital
Development Group, Inc. (the "Company") for the Special Meeting in lieu of the
Annual Meeting of Shareholders in Portland, Oregon. The meeting will be held at
2:00 p.m., August 15, 2000, at the Shilo Inn, 9900 SW Canyon Road, Portland,
Oregon 97225.
Only stockholders of record at the close of business on June 15, 2000
will be entitled to vote at the meeting. At the close of business on June 15,
2000, there were 8,410,335 outstanding shares of the Company's common stock
("Common Stock"). Each share of Common Stock not in the treasury is entitled to
one vote. There is no provision in the Company's Articles of Incorporation, as
amended, for cumulative voting.
If shares are not voted in person, they cannot be voted on your behalf
unless a signed proxy is given. Even if you expect to attend the Annual Meeting
in person, in order to ensure your representation please complete, sign and date
the enclosed proxy and mail it promptly in the enclosed envelope. A stockholder
giving a proxy pursuant to this solicitation may revoke it at any time before it
is exercised by giving a subsequent proxy or by delivering to the Secretary of
the Company a written notice of revocation prior to the voting of the proxy at
the Annual Meeting. If you attend the Annual Meeting and inform the Secretary of
the Company that you wish to vote your shares in person, your proxy will not be
used. If you receive two or more proxy cards, please complete, sign, date and
return each to complete your representation. All shares represented by each
properly executed and unrevoked proxy, in the accompanying form, will be voted
unless the proxy is mutilated or otherwise received in such form or at such time
as to render it unusable.
Voting at the Meeting.
- ---------------------
Votes cast at the Annual Meeting will be tabulated by the persons
appointed by the Company to act as inspectors of election for the Annual
Meeting. Shares represented by proxies that reflect abstentions or "broker
non-votes" (i.e., shares held by a broker or nominee which are represented at
the meeting, but with respect to which such broker or nominee is not empowered
to vote on a particular proposal) will be counted as shares that are present and
entitled to vote for purposes of determining the presence of a quorum. However,
for purposes of determining the outcome of any proposal as to which proxies
reflect abstentions or broker non-votes, shares represented by such proxies will
be treated as not present and not entitled to vote with respect to that
proposal. No dissenters' rights apply to any matter to be acted upon at this
meeting.
PAGE 1 - PROXY STATEMENT
The Company will bear the cost of this solicitation. Solicitation will
be made by mail, by telephone and personally by our officers and employees;
those persons will not receive additional compensation for soliciting proxies.
The purpose of the meeting and the matters to be acted upon are set
forth in the foregoing Notice of Meeting of Stockholders that accompanies the
Proxy Statement. As of the date of this Proxy Statement, management knows of no
other business to be presented for consideration at the Annual Meeting. However,
if any such other business shall properly come before the meeting, votes will be
cast pursuant to the proxies in respect of any such other business in accordance
with the best judgment of the persons acting under the proxies.
Security Ownership of Certain Beneficial Owners and Management
- --------------------------------------------------------------
The following table sets forth information with respect to the
ownership of issued and outstanding shares of the Company by each director,
executive officer, and person known to the Company to be the beneficial owner of
more than 5% of any class of the Company's voting securities as of June 15,
2000:
Amount and
Name and Address Nature of Percent
Title of of Beneficial Beneficial of
Class Owner Interest 1 Class 2
- ------ ----- -------- -----
Common Michael P. Vahl 5,120,085 60.88%
7126 Stanhope Lane
Riverside, CA 92506
- --------
1 Includes all shares owned directly by the named individuals or by the
individuals indirectly through a trust or corporation or by the individuals'
spouses and minor children over which the individual exercises sole or shared
voting and investment power.
2 Ownership percentage is based on 8,058,535 shares of Common Stock outstanding
as of June 15, 2000 together with applicable options for such beneficial owners.
Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission, and includes voting and investment power
with respect to such shares. Shares of Common Stock subject to options currently
exercisable or exercisable within 60 days of June 15, 2000 are deemed
outstanding for computing the percentage ownership of the person holding such
options, but are not deemed outstanding for computing the percentage of any
other person.
PAGE 2 - PROXY STATEMENT
Common Gordon C. Root 1,101,700 13.10%
213 Remington Ridge Drive
West Linn, OR 97068
Common Max Stanford Tomlinson 560,000 6.66%
241 Larkhill Street
Thousand Oaks, CA 91360
The directors and officers of the Company as a group own 5,120,085
shares representing 60.88% of the Company's outstanding Common Stock. There are
no arrangements which may result in a change of control of the Company.
Executive Officers of the Registrant.
The names, ages and positions of the company's executive officers are as
follows:
- ------------------ ----------------- ----------------------
NAME AGE CURRENT POSITION
- ------------------ ----------------- ----------------------
Michael P. Vahl 40 President and CEO
- ------------------ ----------------- ----------------------
- ------------------ ----------------- ----------------------
- ------------------ ----------------- ----------------------
Executive Compensation.
- ----------------------
Michael P. Vahl is the President of CDG, but he currently receives no
salary or other benefits. He bills CDG on an hourly basis of $100 per hour for
time he spends on behalf of CDG. In the last three years, CDG has paid the
following amounts to Mr. Vahl: 1996 - $0, 1997 - $0, 1998 - $17,300, 1999 - $0,
2000 - $0. CDG currently is indebted to him for approximately $163,000 in loans
and unpaid services, and anticipates that this indebtedness will grow to
approximately $200,000 by the end of fiscal year 2000. In addition, in December
1996, CDG issued 151,542 shares of preferred stock to Mr. Vahl in exchange for
unpaid salary and accrued benefits of $530,396 that dated from 1992. This
preferred stock was converted to 497,946 shares of CDG common stock in December
1998. If we are successful at implementing our operational plan in 2000, we
expect to pay Mr. Vahl additional consulting fees, but we will not pay salary or
benefits to a CEO until we generate cash flow from MAR administration. Once cash
flow is generated, we anticipate hiring a CEO to oversee CDG's operations. CDG
has not established and does not anticipate establishing any benefit plans,
option plans or other forms of alternative compensation.
No officer, director or employee was beneficiary of any long-term
compensation or other compensation in excess of the dollar values reflected in
item 402(b)(2)(iii)(c) of Regulation S-B.
There were no other compensatory plans or arrangements that would
result in a payment in excess of $100,000 to any named executive officer as a
result of a change in control.
PAGE 3 - PROXY STATEMENT
Certain Relationships and Related Transactions.
- ----------------------------------------------
There were no related transactions, or series of similar transactions,
involving the Company and its directors or executive officers other than
compensation arrangements set forth herein, and similar employment arrangements
described in other documents filed with the SEC by the registrant. The Company
has no relationship with its independent accountants or the independent
accountants nominated herein, other than the service and compensation agreements
entered into in the ordinary course of a Company's relationship with its
accountants generally.
Section 16(a) Beneficial Ownership Reporting Compliance.
- -------------------------------------------------------
Section 16(a) of the Securities Exchange Act of 1934 (the "Exchange
Act") requires the Company's executive officers and Directors, and person who
own more than ten percent of a registered class of the Company's equity
securities to file reports of ownership and changes in ownership with the
Securities and Exchange Commission ("SEC"). Based solely on its review of Forms
3 and 4 and amendments thereto furnished to the registrant under Rule 16a-3 and
Forms 5 and amendments thereto furnished to the registrant with respect to its
most recent fiscal year, management is not aware that Gordon Root filed on a
timely basis the reports required by section 16(a) during the most recent fiscal
year. The Company believes that Mr. Root should have filed a Form 3, Initial
Report of Beneficial Ownership, but to the knowledge of the Company no such form
has been filed. Other than with respect to the foregoing, the Company believes
that, for the fiscal year ended December 31, 1999, all executive officers,
Directors and greater than 10% shareholders complied with all applicable filing
requirements.
PAGE 4 - PROXY STATEMENT
PROPOSAL 1
TO ELECT DIRECTORS
The Company's Articles of Incorporation provide that no less than one
and no more than directors be elected each year. Each director shall serve for a
period of one year, or until his or her successor shall be elected or until
removed by a vote of the holders of the majority of the shares entitled to vote
at an election of directors. For the fiscal year ended December 31, 1999, the
Company had one meeting of the Board of Directors and no special meetings.
Nominees for Election of Directors by Shareholders
- --------------------------------------------------
Michael P. Vahl, 40 - Mr. Vahl is currently the Company's Chief Executive
Officer. Mr. Vahl has been with the company since its inception in 1993 as one
of the original founders. Mr. Vahl graduated from Oregon State University in
1980 with a B.S. in Mathematical Sciences. He also graduated from the University
of Portland in 1982 with an M.B.A. in Finance. Mr. Vahl has also owned and
operated The Vahl Software Group since 1988.
Gordon C. Root, 42 - Mr. Root is currently President of Dieter Franck, Inc., (a
store fixture and cruise ship interior manufacturing company), and Managing
Member of Root Holdings, LLC, a diversified real estate investment company.
Prior to going into the real estate investment and development business Mr. Root
was Vice President and COO of Successful Management Seminars, Inc., which he was
one of the founders of in 1984 and subsequently sold to ReliaStar Financial
Corporation in 1996. He has proven to be a successful entrepreneur and
operations manager and sits on several boards and consults with start up and
developing companies.
Joseph V. DiFilippo, 59 - Mr. DiFilippo began his career in healthcare in 1967
representing the Massachusetts Mutual Life Insurance Company as its group life,
health and pension plan salesman. In 1983, Mr. DiFilippo formed Seton Financial,
Inc. to solve healthcare providers' problems of excess aging claims due from
third-party payers. His company was the first in the United States to offer
extended business office services and A/R financing services for hospitals, home
healthcare and I V therapy practices. In 1992, the company was sold to AdvaCare,
Inc. Mr. DiFilippo continued to serve as President & CEO until he retired in
October 1994. Mr. DiFilippo attended the U.S. Naval Academy, and received a BA
degree from Washington & Jefferson University. He later received his JD degree
from Humphries College of Law in 1992.
The Company's Articles of Incorporation require an affirmative vote of a
majority of the outstanding shares to elect each director. The Company's sole
director recommends a vote "FOR" the slate of directors listed above.
PAGE 5 - PROXY STATEMENT
PROPOSAL 2
TO RATIFY THE SELECTION OF ERNST & YOUNG, LLP
AS THE COMPANY'S AUDITORS
The Board of Directors has selected the firm of Ernst & Young LLP to
conduct an audit in accordance with generally accepted auditing standards of the
Company's consolidated financial statements for the fiscal year ending December
31, 2000. A representative of that firm is expected to be present at the annual
meeting to respond to appropriate questions and will be given an opportunity to
make a statement if he or she so desires. Neither the firm nor any of the
partners has any direct financial interest in the Company or any of its
subsidiaries other than as independent auditors. This selection is being
submitted for ratification at the meeting. If not ratified, this selection will
be reconsidered by the Board, although the Board of Directors will not be
required to select different independent auditors for the Company. UNLESS
OTHERWISE INSTRUCTED, PROXY WILL BE VOTED FOR RATIFICATION OF THE SELECTION OF
ERNST & YOUNG LLP.
PROPOSAL 3
AMENDMENT AND RESTATEMENT OF THE COMPANY'S ARTICLES OF INCORPORATION
The Board of Directors has approved and recommended that the
shareholders approve the adoption of the Company's Restated Articles of
Incorporation (the "Restated Articles"), the form of which is attached as
Exhibit A. The Restated Articles vary substantially from the Company's existing
Articles of Incorporation in a number of important respects, and we encourage
you to read the Restated Articles in their entirety before deciding whether to
vote in favor of approving them. The Restated Articles contain two modifications
that are of specific importance to shareholders.
o Preferred Stock. The Company's Articles of Incorporation, as currently
amended, authorize the issuance of up to 1,000,000 shares of preferred
stock, and permit the Board of Directors to designate and authorize the
issuance of those shares in such classes, and having such limitations,
preferences and relative rights as the Board determines from time to
time. The Restated Articles maintain this authorization, while
clarifying the Board's authority to designate and issue preferred
stock.
o Indemnification and Limitation of Liability. The Articles of
Incorporation, as currently amended, provide only for partial
limitation of liability for the Company's directors, officers,
employees and agents for their actions taken as directors, officers,
employees and agents, respectively. The Restated Articles provide for
limitation of those persons' liability to the greatest extent permitted
under Oregon law, but specifically exclude liability arising from
breach of the duty of loyalty; acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law; any
unlawful distribution under ORS 60.367; or any transaction from which
the director derives an improper personal benefit.
PAGE 6 - PROXY STATEMENT
The Articles of Incorporation as currently amended do not provide for
indemnification of directors, officers, employees or agents for actions
in those capacities. The Restated Articles would require that the
Company indemnify, to the fullest extent provided by Oregon law, any
director or officer who is, becomes, or is threatened to be made a
party to any litigation or similar action by reason of his or her
service as a director or officer of the Company. The Company is
required to pay for or reimburse the reasonable expenses incurred by a
director or officer who is a party to a proceeding in advance of final
disposition of the proceeding as provided in the Oregon Business
Corporation Act. The indemnification provided in the Restated Articles
is in addition to, and not in limitation of, indemnification arising
under any statute, rule of law or equity, agreement, vote of the
shareholders or board of directors or otherwise.
OTHER BUSINESS
As of the date of this Proxy Statement management knows of no other
business, which will be presented for action at the meeting. If any business
requiring a vote of the stockholders should come before the meeting, the persons
named in the enclosed form of proxy will vote or refrain from voting in
accordance with their best judgment.
INFORMATION AVAILABLE TO SHAREHOLDERS
The Company's 1999 Annual Report is being mailed to shareholders with
this Proxy Statement and is incorporated by reference herein. Additional copies
of the Annual Report may be obtained without charge from Mike Vahl, President
and CEO, Capital Development Group, Inc., 4333 Orange Street, Suite 3600,
Riverside, CA 92501. Also included in the package is a copy of the Company's
first quarter filing to the SEC.
PROPOSALS OF SECURITY HOLDERS
Any proposal of a security holder intended to be presented at the next annual
meeting of the Company must be received by the Company for inclusion in the
Company's proxy statement by December 1, 2000.
By order of the Board of Directors:
/s/
---------------------------------
Michael P. Vahl, Chairman
Dated: July 31, 2000
PAGE 7 - PROXY STATEMENT
EXHIBIT A
RESTATED ARTICLES
[Commences on Following Page]
PAGE 8 - PROXY STATEMENT
RESTATED
ARTICLES OF INCORPORATION
OF
CAPITAL DEVELOPMENT GROUP, INC.
The undersigned person of the age of eighteen (18) years or more under
the Oregon Business Corporation act adopts the following Restated Articles of
Incorporation.
ARTICLE I.
The name of this Corporation is Capital Development Group, Inc. and its
duration shall be perpetual.
ARTICLE II.
The purpose for which this Corporation is organized is to engage in any
lawful activity for which the corporations may be organized under the Oregon
Business Corporation Act.
ARTICLE III.
3.1 Authorized Stock. The authorized stock of this Corporation shall
consist of 31,000,000 shares of stock, divided into two classes as follows:
3.1.1 Common Stock. One class shall be Common Stock and shall consist
of 30,000,000 of the authorized shares, each share having a par value of
$0.0001. Each share of Common Stock shall be entitled to one vote on each issue
submitted to a vote of the shareholders and to one vote in each election of
directors, in each case subject, nevertheless, to the rights, privileges,
preferences and limitations of the shares of Preferred Stock outstanding from
time to time.
3.1.2 Preferred Stock. One class shall be Preferred Stock and shall
consist of 1,000,000 of the authorized shares, each share having a par
value of $0.0001. The Preferred Stock shall be issued in such series as
may be designated from time to time by, and the rights, privileges,
preferences and limitations of each series so designated shall be
specified by the board of directors, filed with the Secretary of State
from time to time in a Certificate of Designation of the Powers,
Limitations and Relative Rights (or similar instrument) covering all
such series. Unless specifically stated to the contrary in such
certificate, each Certificate of Designation of the Powers, Limitations
and Relative Rights (or similar instrument) shall supersede the
previously filed instrument in its entirety.
PAGE 9 - PROXY STATEMENT
3.2 Residual Rights of the Common Stock. Except to the extent specific rights,
privileges, preferences and limitations are specifically granted to shares of
one or more series of Preferred Stock by this Article III or by the board of
directors exercising the authority granted by this Article III, all rights and
privileges of the equity ownership of the Corporation shall be vested in the
outstanding shares of Common Stock.
ARTICLE IV.
The address of the initial registered office of the Corporation is 1300
S.W. Fifth Avenue, Suite 2300, Portland, Oregon 97201, and the name of its
initial registered agent at such address is DWT Oregon Corp. Any notices
required by the Oregon Business Corporation Act to be sent to the Corporation
may be sent to the registered agent at the above address until the principal
office of the Corporation has been designated in an annual report.
ARTICLE V.
5.1 Indemnity.
(a) The Corporation shall indemnify, to the fullest extent
provided in the Oregon Business Corporation Act, any director or
officer who was or is a party or is threatened to be made a party to
any proceeding by reason of or arising from the fact that he is or was
a director or officer of the Corporation. The determination and
authorization of indemnification shall be made as provided in the
Oregon Business Corporation Act.
(b) The Corporation shall pay for or reimburse the reasonable
expenses incurred by a director or officer who is a party to a
proceeding in advance of final disposition of the proceeding as
provided in the Oregon Business Corporation Act.
(c) The indemnification referred to in the various sections of
this Article shall be deemed to be in addition to and not in lieu of
any other rights to which those indemnified may be entitled under any
statute, rule of law or equity, agreement, vote of the shareholders or
board of directors or otherwise.
5.2 Limitation of Liability. The liability of the directors of the Corporation
for monetary damages for conduct as a director shall be eliminated to the
fullest extent permissible under the Oregon Business Corporation Act, except
that this provision shall not eliminate or limit the liability of a director
for:
(a) Any breach of the director's duty of loyalty to the
Corporation or its stockholders;
(b) Acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law;
PAGE 10 - PROXY STATEMENT
(c) Any unlawful distribution under ORS 60.367; or
(d) Any transaction from which the director derives an
improper personal benefit.
I, the undersigned president, declare under penalty of perjury that I
have examined the foregoing and to the best of my knowledge and belief, it is
true, correct and complete.
Effective the _____ day of August, 2000.
-------------------------------
Michael P. Vahl, President
PAGE 11 - PROXY STATEMENT
PROXY CAPITAL DEVELOPMENT GROUP PROXY
-------------------------
PROXY SOLICITED BY THE BOARD OF DIRECTORS FOR THE ANNUAL MEETING
OF SHAREHOLDERS TO BE HELD AUGUST 15, 2000.
The undersigned hereby appoints Michael P. Vahl, (with full power to act alone),
as proxy with full power of substitution, to represent and to vote all of the
Common Stock of CAPITAL DEVELOPMENT GROUP, INC., held of record by the
undersigned at the close of business on June 15, 2000 at the annual meeting of
shareholders of CAPITAL DEVELOPMENT GROUP, INC. on August 15, 2000, and at any
adjournments thereof, as set forth below. The above named proxy may vote the
shares of the undersigned in accordance with their discretion on any other
matters which may properly come before the meeting or any adjournments thereof.
(Continued, and to be marked, dated and signed, on
the other side)
- --------------------------------------------------------------------------------
FOLD AND DETACH HERE
Please mark your
vote as indicated [ X ]
in the example
The Board of Directors recommends a vote FOR the proposals:
Item 1. Proposal to Elect the Directors of CAPITAL DEVELOPMENT
GROUP, INC. The election of the nominees listed in the
accompanying Notice of Annual Meeting to serve as
Directors.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
Item 2. Proposal to Ratify the selection of Ernst & Young, LLP
as the Company's Audtiors. The ratification of Ernst &
Young, LLP as listed in the accompanying Notice of
Annual Meeting to serve as the Company's Auditors.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
Item 3. Proposal to Restate the Articles of Incorporation of
CAPITAL DEVELOPMENT GROUP, INC. to clarify the Board's
authority to designate preferred stock, limit the
liability and require that the Company indemnify, to the
fullest extent provided by Oregon law, any director or
officer. The ratification of the restatement as listed
in the accompanying Notice of Annual Meeting. In
addition, in his discretion, the Proxy is authorized to
vote upon such other business as may properly come
before the meeting.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
Please sign exactly as shares are
registered. When shares are held by
joint tenants, both should sign. When
signing as attorney, executor,
administrator, trustee or guardian,
please give full title as such. As a
corporation, please sign in full
corporate name, president, or other
authorized officer. If a partnership,
please sign in partnership name, by
authorized person.
Signature Signature if jointly held proxy Date
----------- ------------- ------------
- --------------------------------------------------------------------------------
Please mark, sign, date and return this proxy promptly using the enclosed
envelope.