SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14(A) INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
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 Rule 14a-11(c) or Rule 14a-12
Ameritrans Capital Corporations
(Name of Registrant as Specified In Its Charter)
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if other than the Registrant)
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DEFINITIVE PROXY MATERIAL -- FOR SEC USE ONLY
AMERITRANS CAPITAL CORPORATION
747 THIRD AVENUE, 4TH FLOOR
NEW YORK, NEW YORK 10017
Notice of Annual Meeting of Shareholders
To Be Held on March 4, 2005
Dear Shareholders:
The Annual Meeting of Shareholders of Ameritrans Capital
Corporation ("Ameritrans" or the "Company") will be held at the
offices of Stursberg & Veith, 405 Lexington Avenue, Suite 4949, New
York, New York, on March 4, 2005, at 10:00 a.m., to consider and act
upon the following matters:
1. To elect directors, seven (7) to be elected by holders of
both the Company's common stock, $.0001 par value (the "Common Stock"
), and its 9 3/8% participating preferred stock (the "Participating
Preferred Stock"), voting together as a single class, and two (2)
Directors to be elected only by the holders of the Participating
Preferred Stock, to serve until the next Annual Meeting and until
their successors are chosen and qualified;
2. To ratify and approve the selection by the Board of
Directors of Rosen Seymour Shapss Martin & Company LLP as the
Company's independent public accountants for the fiscal year ended
June 30, 2005; and
3. To consider and act upon such other matters as may
properly come before the meeting or any adjournment thereof.
Shareholders of record at the close of business on January 24,
2005 will be entitled to notice of and to vote at the meeting. The
stock transfer books of the Company will remain open.
All shareholders are cordially invited to attend the meeting.
By Order of the Board of Directors,
/s/ Margaret Chance
MARGARET CHANCE, Secretary
January 24, 2005
WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE COMPLETE,
DATE AND SIGN THE ENCLOSED PROXY AND MAIL IT PROMPTLY IN THE
ENCLOSED ENVELOPE IN ORDER TO ASSURE REPRESENTATION OF YOUR SHARES.
AMERITRANS CAPITAL CORPORATION
747 THIRD AVENUE, 4TH FLOOR
NEW YORK, NEW YORK 10017
Proxy Statement for
Annual Meeting of Shareholders
March 4, 2005
This Proxy Statement is furnished in connection with the
solicitation of proxies by the Board of Directors of Ameritrans
Capital Corporation (the "Company") for use at the Annual Meeting of
Shareholders to be held on March 4, 2005 and at any adjournment of
that meeting. In considering whether or not to have an adjournment,
management will consider what is in the best interest of the
shareholders. All proxies will be voted as marked. Proxies marked
as abstaining (including proxies containing broker non-votes) on any
matters to be acted upon by shareholders will be treated as present
at the meeting for purposes of determining a quorum but will not be
counted as votes cast on such matters. Any proxy may be revoked by
a shareholder at any time before it is exercised by written or oral
request to Margaret Chance, Secretary of the Company. The date of
mailing of this Proxy Statement is expected to be on or about
January 21, 2005.
The Board of Directors has fixed January 24, 2005, as the
record date for the determination of shareholders entitled to vote
at the Annual Meeting. At the close of business on December 31,
2004, there were outstanding and entitled to vote 2,035,600 shares
of Common Stock of the Company and 300,000 shares of Participating
Preferred Stock. Each share of Common Stock and Participating
Preferred Stock is entitled to one vote.
The following table sets forth information concerning ownership
of the Company's Common Stock as of December 31, 2004, by each
person known by the Company to be the beneficial owner of more than
five percent (5%) of the Common Stock.
NUMBER OF PERCENTAGE OF
SHARES OF OUTSTANDING
COMMON STOCK COMMON STOCK
NAME OWNED OWNED
*Gary C. Granoff 339,975 (1) 16.70%
*Steven Etra 142,181 (2) 6.98%
Dan M. Granoff 162,879 (3) 8.00%
Children's Hospital
Oakland Research
Institute
747 52nd Street
Oakland, CA
Paul D. Granoff 143,179 (4) 7.03%
c/o Rush-Copley
Medical Center
1900 Ogden Avenue
Aurora, IL 60504
Infinity Capital 187,742 9.22%
Partners, L.P.
767 Third Avenue,
16th Floor
New York, New York
10017
Mitchell Partners 188,585 9.26%
L.P.
3187-D Airway Avenue
Costa Mesa, CA 92626
(1) Includes (i) 155,180 shares of common stock $.0001
par value (the "Shares") owned directly by Mr. Granoff;
(ii) 3,300 warrants, which are exercisable into 3,300
Shares (the "Warrants"), which expire April 1, 2007;
(iii) 16,900 Shares owned by the Granoff Family Foundation,
a charitable foundation for which Mr. Granoff and his
mother and brother are trustees; (iv) 261 Shares held by
GCG Associates Inc., a corporation controlled by Mr. Granoff;
(v) 78,584 Shares and 500 Warrants owned by DAPARY Management
Corp., a corporation controlled by Mr. Granoff; (vi)
12,000 Shares and 1,000 Warrants owned by J & H Associates
Ltd. Pts., a partnership whose general partner is GCG
Associates Inc., a corporation controlled by Mr. Granoff;
(vii) 57,100 Shares, and 1800 Warrants held by Mr. Granoff
in various IRA or pension accounts, and (viii) 13,350 Shares
issuable upon exercise of five-year options issued under the
1999 Employee Plan. Excludes (A) 12,937 Shares, and 1,000
Warrants owned directly by Leslie Granoff, Mr. Granoff's wife,
which he disclaims beneficial ownership; and (B) 47,855 Shares
held by JR Realty Corp., a company owned in part and controlled
in part by Mr. Granoff's wife, where Mr. Granoff serves as
Treasurer.
a. Includes (i) 500 shares of Participating Preferred
Stock, owned by DAPARY Management Corp., a corporation
controlled by Mr. Granoff; (ii) 1,000 shares of
Participating Preferred Stock owned by J & H Associates
Ltd. Pts., a partnership whose general partner is GCG
Associates Inc., a corporation controlled by Mr. Granoff;
(iii) 5,538 shares of Participating Preferred Stock held
by Mr. Granoff in various IRA or pension accounts.
Excludes 1,000 shares of Participating Preferred Stock
directly owned by Leslie Granoff, Mr. Granoff's wife,
which he disclaims beneficial ownership.
(2) Includes (i) 8,294 Shares held directly by Mr. Etra; (ii)
29,022 Shares owned jointly by Mr. Etra and his wife; (iii)
27,000 Shares held by Mr. Etra's wife; (iv) 35,990 Shares
held by Fiserv Securities Inc. for the benefit of Mr. Etra's
IRA; (v) 10,000 Shares held by SRK Associates LLC, a limited
liability company controlled by Mr. Etra, (vi) 10,000 Shares
held by Lance's Property Development Corp. Pension Plan, of
which Mr. Etra is a trustee; (vii) 17,500 Shares issuable
upon the exercise of ten-year options issued under the 1999
Employee Plan, and (viii) 4,375 Shares issuable upon the
exercise of five-year options issued under the 1999 Employee
Plan.
(3) Includes (i) 143,179 Shares owned by Dr. Dan Granoff
directly; (ii) 16,900 Shares owned by the Granoff Family
Foundation, a charitable foundation, of which Jeannette
Granoff, Gary C. Granoff, and Dr. Dan M. Granoff are the
trustees; and (iii) 2,800 Shares held in an IRA Rollover
Account for the benefit of Dr. Granoff.
(4) Includes 40,049 Shares held by Dr. Paul Granoff directly,
77,630 held by Granoff Family Partners Ltd., of which Dr.
Granoff is a general partner, and 25,500 Shares held by the
Granoff Pediatric Associates Profit Sharing Plan. Excludes
14,127 Shares held by Suzanne Granoff, Dr. Granoff's wife, of
which Shares he disclaims beneficial ownership.
Except pursuant to applicable community property laws or as
described above, each person listed in the table above has sole
voting and investment power, and is both the owner of record and the
beneficial owner of his or her respective Shares.
All of the persons listed above, for as long as they continue
to hold five percent (5%) or more of the Company's outstanding
Common Stock, will be deemed affiliated persons of the Company, as
such term is defined in the Investment Company Act of 1940, as
amended (the "1940 Act").
PROPOSAL NO. 1
ELECTION OF DIRECTORS
At the meeting, nine (9) directors are to be elected to hold
office until the annual meeting of shareholders next ensuing after
their election and until their respective successors are elected and
shall have qualified. Seven (7) directors are to be elected by the
holders of both the Company's Common Stock and its Participating
Preferred Stock, voting together as a single class, and two (2)
directors are to be elected only by the holders of the Company's
Participating Preferred Stock.
Directors are to be elected by a majority of the vote of shares
present in person or represented by proxy at the meeting and
entitled to vote on directors. Shareholders vote at the meeting by
casting ballots (in person or by proxy) which are tabulated by one
or two persons, appointed at the meeting, who serve as Inspectors of
Election at the meeting and who execute an oath to discharge their
duties. It is the intention of the persons named in the
accompanying form of proxy to nominate and to vote such proxy for
the election of persons named below or, if any such persons should
be unable to serve, for the election of such other person or persons
as shall be determined by the persons named in the proxy in
accordance with their judgment. All of the persons named below have
agreed to serve if elected.
Officer and Director Biographies
Nominees to be elected by holders of the Common Stock and the
Participating Preferred Stock:
Gary C. Granoff, age 56, has been President and a director of
Ameritrans since its formation and of Elk since its formation in
July 1979 and Chairman of the Board of Directors since December
1995. Mr. Granoff is currently the Chief Executive Officer and also
the Chief Financial Officer of the Company. Mr. Granoff has been a
practicing attorney for the past 31 years and is presently an
officer and shareholder in the law firm of Granoff, Walker &
Forlenza, P.C. Mr. Granoff is a member of the bar of the State of
New York and the State of Florida and is admitted to the United
States District Court of the Southern District of New York. Mr.
Granoff is also President and a shareholder of GCG Associates, Inc.
("GCG"), Elk's former investment adviser. He has served as
President and the sole shareholder of Seacrest Associates, Inc., a
hotel operator, since August 1994. Mr. Granoff has also been
President and a director since June 1996 of Gemini Capital
Corporation ("Gemini"), a company primarily engaged in the business
of making consumer loans. Mr. Granoff has also been a director of
Titanium Holdings Group, Inc., formerly known as Enviro-Clean of
America, Inc. from September 1999 through May 2003. In February
1998, Mr. Granoff was elected to and served as a trustee on the
Board of Trustees of The George Washington University for a term
which expired on June 30, 2003. Mr. Granoff also serves as a
Trustee of the Parker Jewish Institute for Healthcare and
Rehabilitation. Mr. Granoff holds a Bachelor of Business
Administration degree in Accounting and a Juris Doctor degree (with
honors) from The George Washington University.
Ellen M. Walker, age 49, has been a Vice President, and a
director of Ameritrans since its formation and a Vice President and
General Counsel of Elk since July 1983. In August 2000, Ms. Walker
was elected to be the Executive Vice President of the Company. She
was a director of Elk from July 1983 to August 1994, and has been a
director of Elk since 1995. Ms. Walker has been a practicing
attorney for more than nineteen years and she is presently an
officer and shareholder in the law firm of Granoff, Walker &
Forlenza, P.C. Ms. Walker is a member of the Bar of the State of New
York and she is admitted to the United States District Court of the
Southern District of New York. Since August 1983 Ms. Walker has
been Vice President of GCG. Ms. Walker has been a director, Vice
President and General Counsel of Gemini since June 1996. Ms. Walker
received a Bachelor of Arts degree from Queens College and obtained
her Juris Doctor degree with honors from Brooklyn Law School.
Lee A. Forlenza, age 47, has been a Vice President and a
director of Ameritrans since its formation, a Vice President of Elk
since March 1992, and a director of Elk since January 1995. In
August 2000, Mr. Forlenza was elected to be Senior Vice President of
the Company. Mr. Forlenza has been a practicing attorney since
February 1983 and is presently an officer and shareholder in the law
firm of Granoff, Walker & Forlenza, P.C. Since March 1992, Mr.
Forlenza has been an investment analyst for GCG. Mr. Forlenza has
also been Vice President, Secretary, and a director of Gemini since
June 1996. Mr. Forlenza was Vice President of True Type Printing,
Inc. from 1976-1995 and has been President since May 1995. From
1983 through 1986 Mr. Forlenza was an attorney with the SBA. Mr.
Forlenza graduated Phi Beta Kappa from New York University and
obtained his Juris Doctor degree from Fordham University School of Law.
Steven Etra, age 55, has been a Vice President and a director
of Ameritrans since its inception, a Vice President of Elk since
January 1999, and a director of Elk since November 1995. Mr. Etra
has been Sales Manager since 1975 of Manufacturers Corrugated Box
Company, a company owned by Mr. Etra's family for more than
seventy-five years. Mr. Etra has also been a director of Gemini
since June 1996. Mr. Etra has also been a director of Titanium
Holdings Group, Inc., formerly known as Enviro-Clean of America,
Inc. since March 1999. Mr. Etra has extensive business experience
in investing in emerging companies.
Paul Creditor, age 68, has been a director of Ameritrans since
its inception and a director of Elk since November 1995. Mr.
Creditor has been a practicing attorney since 1961, engaging in the
general practice of law and specializing in corporate law. From
1974 through 1979 he served as an elected Judge in Suffolk County,
New York. He also served as counsel to the New York State
Constitutional Convention and various state agencies and commissions.
Allen Kaplan, age 54, has been a director of Ameritrans since
its inception and a director of Elk since November 1995. Mr. Kaplan
has been since November 1986, Vice President and Chief Operating
Officer of Team Systems, Inc., a company, which manages and operates
more than 200 New York City medallion taxis. Mr. Kaplan is
currently Vice President of the Metropolitan Taxicab Board of Trade,
a trade association consisting of 22 member fleets representing
1,200 New York City medallions.
Wesley Finch, age 57, was elected to the Board of Directors
September 2002. Mr. Finch is the principal of The Finch Group, a
real estate development and management company, specializing in the
management, restructuring and revitalization of affordable,
subsidized and assisted housing. Over the last 20 years, The Finch
Group has developed, or advised government entities, on more than
$1.5 billion of low-income housing. During 1992-1993, Mr. Finch
served as a member of President Clinton's transition team at the
U.S. Department of Housing and Urban Development. Previously, Mr.
Finch served as Finance Chairman for U.S. Senator John F. Kerry's
1984 campaign, and as the Chairman of Senator Kerry's successful
1990 and 1996 campaigns. In addition, during 1987-1988, Mr. Finch
was the National Coordinating Chairman of the Democratic Senatorial
Campaign Committee, a legal extension of the U.S. Senate. Mr. Finch
earned his bachelors degree in accounting from the Bernard M. Baruch
School of the City College of New York, and is a non-practicing
certified public accountant (CPA).
Nominees to be elected by holders of the Participating
Preferred Stock only:
John R. Laird, age 62, has been a director of Ameritrans and of
Elk since January 1999. Mr. Laird has been a private investor since
1994, when he retired from Shearson Lehman Brothers Inc. ("Shearson"
). Mr. Laird served as President and Chief Executive Officer of the
Shearson Lehman Brothers Division of Shearson and as a member of the
Shearson Executive Committee from 1992 to 1994. Mr. Laird was also
Chairman and Chief Executive Officer of The Boston Company, a
subsidiary of Shearson, from 1990 until its sale by Shearson in
1993. From 1977 to 1989 Mr. Laird was employed by American Express
in various capacities including Senior Vice President and Treasurer.
Mr. Laird received a B.S. in finance and an M.B.A. from Syracuse
University and attended the Advanced Management Program at Harvard
Business School.
Howard F. Sommer, age 64, has been a director of Ameritrans and
of Elk since January 1999. Mr. Sommer has been President and Chief
Executive Officer of New York Community Investment Company L.L.C.,
an equity investment fund providing long-term capital to small
businesses throughout the State of New York, since 1995. Mr. Sommer
was President of Fundex Capital Corporation from 1978 to 1995,
President of U.S. Capital Corporation from 1973 to 1995, worked in
management consulting from 1971 to 1973 and held various positions
at IBM and Xerox Corporations from 1962 to 1971. Mr. Sommer was
also a member of the Board of Directors for the National Association
of Small Business Investment Companies, serving on its executive
committee from 1989 to 1993 and as Chairman of the Board in 1994.
He received a B.S. in electrical engineering from City College of
New York and attended the Graduate School of Business at New York
University.
The following is information regarding additional officers of
the Company:
Silvia Maria Mullens, age 53, has been a Vice President of
Ameritrans since its inception, a Vice President of Elk since 1996,
and the Loan Administrator of Elk since February 1994. Prior to
joining Elk, she was the Legal Coordinator for Castle Oil
Corporation from September 1991 through June 1993 and from June 1993
through January 1994, a legal assistant specializing in foreclosures
in the law firm of Greenberg & Posner. Ms. Mullens received a B.A.
from Fordham University and an M.B.A. from The Leonard Stern School
of Business Administration of New York University.
Margaret Chance, age 50, has been Secretary of Ameritrans since
its inception and Secretary of Elk and involved in loan
administration since November 1980. In August 2000, Ms. Chance was
elected to be a Vice President of the Company. Ms. Chance is the
office manager of Granoff, Walker & Forlenza, P.C. and has served as
the Secretary of GCG, since January 1982. Ms. Chance holds a
paralegal certificate.
SECURITY OWNERSHIP OF PRINCIPAL SHAREHOLDERS AND MANAGEMENT
The following table sets forth certain information as to the stock
ownership of all of our officers, directors, and employees as of
December 31, 2004.
NAME NUMBER OF PERCENTAGE OF NUMBER OF PERCENTAGE OF
OF SHARES OF OUTSTANDING SHARES OF OUTSTANDING
SHAREHOLDER COMMON STOCK COMMON STOCK PARTICIPATING PREFERRED
OWNED OWNED PREFERRED STOCK OWNED
STOCK OWNED
*Gary C. Granoff 339,975 (1) 16.70% 7,038(a) 2.34%
*Ellen M. Walker 62,374 (2) 3.06% ** **
*Lee A. Forlenza 61,023 (3) 2.99% 1,000 **
*Steven Etra 142,181 (4) 6.98% ** **
Paul Creditor 12,020 (5) ** ** **
Allen Kaplan 15,020 (6) ** ** **
John R. Laird 5,656 (7) ** ** **
Howard F. Sommer 5,556 (8) ** ** **
Wesley Finch 40,788 (9) 2.00% 10,000 3.33%
*Margaret Chance 17,240(10) ** 220(b) **
*Silvia Mullens 8,350 ** ** **
* Gary C. Granoff, Ellen M. Walker, Lee A. Forlenza, Steven Etra,
Margaret Chance, and Silvia Mullens are each interested persons
with respect to Ameritrans and Elk, as such term is defined in the
1940 Act.
** Less than 1%.
(1) Includes (i) 155,180 shares of common stock $.0001
par value (the "Shares") owned directly by Mr.
Granoff; (ii) 3,300 warrants, which are exercisable
into 3,300 Shares (the "Warrants"), which expire
April 1, 2007; (iii) 16,900 Shares owned by the
Granoff Family Foundation, a charitable foundation
for which Mr. Granoff and his mother and brother are
trustees; (iv) 261 Shares held by GCG Associates
Inc., a corporation controlled by Mr. Granoff; (v)
78,584 Shares and 500 Warrants owned by DAPARY
Management Corp., a corporation controlled by Mr.
Granoff; (vi) 12,000 Shares and 1,000 Warrants owned
by J & H Associates Ltd. Pts., a partnership whose
general partner is GCG Associates Inc., a corporation
controlled by Mr. Granoff; (vii) 57,100 Shares, and
1800 Warrants held by Mr. Granoff in various IRA or
pension accounts, and (viii) 13,350 Shares issuable
upon exercise of five-year options issued under the
1999 Employee Plan. Excludes (A) 12,937 Shares, and
1,000 Warrants owned directly by Leslie Granoff, Mr.
Granoff's wife, which he disclaims beneficial
ownership; and (B) 47,855 Shares held by JR Realty
Corp., a company owned in part and controlled in part
by Mr. Granoff's wife, where Mr. Granoff serves as
Treasurer.
(a) Includes (i) 500 shares of Participating
Preferred Stock, owned by DAPARY Management
Corp., a corporation controlled by Mr. Granoff;
(ii) 1,000 shares of Participating Preferred
Stock owned by J & H Associates Ltd. Pts., a
partnership whose general partner is GCG
Associates Inc., a corporation controlled by Mr.
Granoff; (iii) 5,538 shares of Participating
Preferred Stock held by Mr. Granoff in various
IRA or pension accounts. Excludes 1,000 shares
of Participating Preferred Stock directly owned
by Leslie Granoff, Mr. Granoff's wife, which he
disclaims beneficial ownership.
(2) Includes (i) 200 Shares held by Ms. Walker as
custodian for her son, Paul; (ii) 22,800 Shares held
by various trusts of which Ms. Walker is a trustee
and as to which she disclaims beneficial ownership
(Gary C. Granoff retains a reversionary interest in
21,000 of such Shares), (iii) 20,000 Shares issuable
upon the exercise of ten-year options issued under
the 1999 Employee Plan, and (iv) 5,000 Shares
issuable upon the exercise of five-year options
issued under the 1999 Employee Plan.
(3) Includes (i) 35,218 Shares held directly by Mr.
Forlenza, (ii) 3,230 Shares held for the benefit of
Mr. Forlenza's IRA, (iii) 700 Warrants, (iv) 17,500
Shares issuable upon the exercise of ten-year options
issued to Mr. Forlenza under the 1999 Employee Plan,
and (v) 4,375 Shares issuable upon the exercise of
five-year options issued under the 1999 Employee Plan.
(4) Includes (i) 8,294 Shares held directly by Mr. Etra;
(ii) 29,022 Shares owned jointly by Mr. Etra and his
wife; (iii) 27,000 Shares held by Mr. Etra's wife;
(iv) 35,990 Shares held by Fiserv Securities Inc. for
the benefit of Mr. Etra's IRA; (v) 10,000 Shares held
by SRK Associates LLC, a limited liability company
controlled by Mr. Etra, (vi) 10,000 Shares held by
Lance's Property Development Corp. Pension Plan, of
which Mr. Etra is a trustee; (vii) 17,500 Shares
issuable upon the exercise of ten-year options issued
under the 1999 Employee Plan, and (viii) 4,375 Shares
issuable upon the exercise of five-year options
issued under the 1999 Employee Plan.
(5) Includes 10,020 Shares issuable upon the exercise of
five-year options issued under the Non-Employee
Director Plan.
(6) Includes 10,020 Shares issuable upon the exercise of
five-year options issued under the Non-Employee
Director Plan.
(7) Includes 100 Shares owned directly by Mr. Laird and
5,556 Shares issuable upon exercise of five-year
options issued under the Director Plan
(8) 5,556 Shares issuable upon exercise of five-year
options issued under the Director Plan
(9) Includes (i) 19,871 Shares owned directly by Mr. Finch;
(ii) 10,917 Shares issuable upon exercise of five-year
options issued under the Director Plan, which options
were granted as of September 26, 2003 exercisable on
September 26, 2004; and (iii) 10,000 Warrants which are
exercisable into 10,000 Shares. Excludes (A) 6,000
Shares owned directly by Mr. Finch's wife as to which
he disclaims beneficial ownership and (B) 26,300 Shares
held by the Tudor Trust, a grantor trust, of which Mr.
Finch is the grantor, Mr. Finch's wife and their two
children are the beneficiaries, and Mr. Finch's wife is
one of the two trustees. Mr. Finch disclaims
beneficial ownership of the trust's 26,300 Shares.
(10) Includes (i) 1,200 Shares owned directly by Ms. Chance,
(ii) 10,000 Shares issuable upon the exercise of
ten-year options issued under the 1999 Employee Plan;
(iii) 200 Shares held by Ms. Chance as custodian for
her daughter, Alexis Chance; (iv) 50 Shares held
directly by her daughter, Alexis Chance; (v) 2,220
Shares held by Ms. Chance in various IRA or pension
accounts, (vi) 220 Warrants which expire January 25,
2007, and (vii) 3,350 Shares issuable upon the exercise
of five-year options issued under the 1999 Employee Plan.
Except pursuant to applicable community property laws or as
described above, each person listed in the table above has sole
voting and investment power, and is both the owner of record and the
beneficial owner of his or her respective Shares.
Compliance with Section 16(a) of The 1934 Act
Section 16(a) of the Securities Exchange Act of 1934 (the "1934
Act") requires the Company's officers and directors, and persons who
own more than ten percent (10%) of the Company's Common Stock, to
file initial reports of beneficial ownership and changes in
beneficial ownership with the Securities and Exchange Commission (
SEC") and to furnish the Company with copies of all reports filed.
Based solely on a review of the forms furnished to the Company,
or written representations from certain reporting persons, the
Company believes that all persons who were subject to Section 16(a)
in 2004 complied with the filing requirements.
MANAGEMENT
Directors and Executive Officers
The following table sets forth certain information concerning
the directors and executive officers of Ameritrans:
Name Address Position
Gary C. Granoff(1)(2) c/o Ameritrans Capital Corporation President,
747 Third Avenue Chief
New York, New York Executive
Officer,
Chief
Financial
Officer, and
Director
Ellen M. Walker(1)(2) c/o Ameritrans Capital Corporation Vice
747 Third Avenue President and
New York, New York Director
Lee A. Forlenza(1)(2) c/o Ameritrans Capital Corporation Senior Vice
747 Third Avenue President and
New York, New York Director
Steven Etra 55-25 58th Street Vice
Maspeth, New York President and
Director
Margaret Chance(2) c/o Ameritrans Capital Corporation Vice
747 Third Avenue President and
New York, New York Secretary
Silvia M. Mullens(2) c/o Ameritrans Capital Corporation Vice President
747 Third Avenue
New York, New York
Paul Creditor 747 Third Avenue, Ste. 4C Chairman of
New York, New York the Board of
Directors
Allen Kaplan c/o Team Systems Director
30-17 40th Avenue
Long Island City, New York
John P. Laird 481 Canoe Hill Road Director
New Canaan, Connecticut
Howard F. Sommer c/o New York Community Investment Director
Co., LLC
110 William Street
New York, New York 10038
Wesley Finch c/o The Finch Group Director
1801 Clint Moore Road, Suite 210
Boca Raton, Florida 33487-2752
(1) Ms. Walker, Mr. Granoff, and Mr. Forlenza are
officers and shareholders in the law firm of Granoff,
Walker & Forlenza, P.C.
(2) Mr. Granoff, Ms. Walker, Mr. Forlenza, Mr. Etra, Ms.
Chance, and Ms. Mullens are each interested persons with
respect to Ameritrans, as such term is defined in the 1940
Act.
Committees of the Board and Meeting Attendance
Ameritrans has a standing Audit Committee, a standing 1999
Employee Plan Committee and a Compensation Committee.
The Audit Committee is presently comprised of Paul
Creditor, John Laird, and Howard Sommer. The function of the
Audit Committee is to review our internal accounting control
procedures, review our consolidated financial statements, and
review with the independent public accountants the results of
their audit. The Audit Committee held six (6) meetings during
fiscal year 2004. The Audit Committee's financial expert is
John Laird. The members of the Audit Committee have adopted a
formal written charter which they will review and assess the
adequacy of on an annual basis. The Audit Committee Charter is
filed as an exhibit to this Annual Report. The Charter and any
changes or updates thereto will also be posted on the Company's
Internet website at http://www.ameritranscapital.com.
The 1999 Employee Plan Committee administers our 1999
Employee Plan. The committee is comprised of Allen Kaplan and
John Laird, neither of whom is an interested person as defined
in the 1940 Act. There was one formal meeting of the Employee
Plan Committee during fiscal 2004.
The Compensation Committee reviews the Company's employment
and compensation agreements with its employees. The committee
is comprised of Allen Kaplan and John Laird, neither of whom is
an interested person as defined in the 1940 Act. There was
one formal meeting of the Compensation Committee during fiscal
2004.
The Board of Directors held three (3) formal meetings
during fiscal 2004. Eight (8) of the Company's directors
attended each of the meetings of the Board and one director,
Howard Sommer, missed one meeting.
Executive Compensation
The following table sets forth all remuneration for
services rendered to the Company to each of the executive
officers during the fiscal year ended June 30, 2004. No
non-employee director received compensation in excess of $60,000
during that period.
NAME AND PRINCIPAL POSITION CASH COMPENSATION(1) SEP BENEFIT(2)
Gary C. Granoff, President, $311,500(3) $34,238
Chief Executive Officer, and
Chief Financial Officer
Ellen M. Walker, Vice President $119,801 $17,846
Lee A. Forlenza, Senior Vice $ 87,075 $12,938
President
Steven Etra, Vice President $ 78,000 $ 8,775
Silvia Mullens, Vice President $111,188 $16,451
Margaret Chance, Vice $ 98,055 $14,336
President and Secretary
(1) Officers' salaries constitute a major portion
of Elk's total management fee compensation, which must
be approved by the SBA. The SBA has approved total
officer and employee compensation of Elk in the amounts
paid to date and for the projected amounts for the fiscal
year ending June 30, 2005. This amount includes officers'
salaries, other salaries, employee benefits, insurance, and
expenses.
(2) Amounts received under Simplified Employee Pension
Plan.
(3) Does not include $35,000 of reimbursable expenses.
Ameritrans and Elk have a policy of paying their directors who are not
employees' fees of $750 for each meeting attended. Since July 1, 1996,
non-employee directors have
been paid annual fees of $2,000 per year in addition to the fees
paid for each meeting attended.
Fees and expenses paid to non-affiliated directors were,
in the aggregate, $29,750 for the year ended June 30, 2002,
$36,250 for the year ended
June 30, 2003, and $32,500 for the year ended June 30, 2004.
No stock options were granted to any of the Company's
named executive officers during
the fiscal year ended June 30, 2004. On October 29, 2004,
an aggregate of 33,800 five-year options were granted to certain of the
executive officers of the Company under the 1999 Employee Plan.
Compensation Matters
The objectives of Ameritrans' executive compensation program are to
establish compensation levels designed to enable Ameritrans to attract,
retain and reward executive officers who contribute to the long-term success
of Ameritrans so as to enhance shareholder value. The Compensation
Committee of the Board of Directors makes decisions each year regarding
executive compensation, including annual base salaries and bonus awards,
and the 1999 Employee Plan Committee makes decisions regarding the grant
of options under the 1999 Employee Plan. The committee consists of non-
interested directors. Option grants are key components of the executive
compensation program and are intended to provide executives with an equity
interest in Ameritrans so as to link a meaningful portion of the
compensation of Ameritrans' executives with the performance of Ameritrans'
Common Stock.
Employment Agreements
Gary Granoff. The Company entered into an amended and restated
employment agreement with Gary Granoff dated December 31, 2002, for a term
of five (5) years commencing July 1, 2003, which replaces the employment
agreement by and between the Company and Mr. Granoff dated July 1, 2001.
The agreement automatically renews for a five (5) year term, unless either
party gives notice of non-renewal as provided therein. The agreement
provides that Mr. Granoff will be paid an annual salary of $296,500
commencing July 1, 2003, which increases each year the agreement is in effect.
The agreement also provides that Mr. Granoff will be paid a yearly bonus,
based on his and Ameritrans' performance, an amount of which is determined by
the Board of Directors but which may not be less than $15,000 per year for the
first five (5) years of the employment agreement. If renewed, any bonus will
be given solely in the Board's discretion. The agreement also provides for
compensation to Mr. Granoff if he is terminated prior to the expiration of his
employment term, the amount of which varies depending upon the nature of his
termination. If, for instance, Mr. Granoff is terminated without cause (as
defined in the agreement) he is entitled to a lump-sum payment in an amount
equal to (i) his salary, as in effect at the time of termination, through the
date of termination and an amount equal to his salary multiplied by the number
of years remaining under the agreement, and (ii) an amount equal to all of the
consulting fees payable under the terms of Mr. Granoff's consulting agreement
with Ameritrans, as discussed below. The employment agreement also provides
for confidentiality and for non-competition, and non-solicitation during the
term of the agreement and for one (1) year thereafter.
In conjunction with the employment agreement the Company also entered
into an amended and restated consulting agreement with Mr. Granoff, which
replaces the consulting agreement by and between the Company and Mr. Granoff
dated as of July 1, 2001. The consulting agreement does not become effective
and does not commence unless and until the employment agreement is terminated
due to (i) Mr. Granoff's voluntary resignation from the Company or (ii) a
notice of non-renewal of the employment agreement from either the Company
or the Consultant. Upon the effectiveness of the consulting agreement Mr.
Granoff shall be paid as a consultant at a rate equal to 1/2 the monthly
salary in effect at the time the employment agreement is terminated plus any
bonus received, if any, for that employment year and other benefits. The
agreement also provides for confidentiality and non-competition for the term
of the agreement, and non-solicitation during the term of the agreement and
for one (1) year thereafter.
Ellen Walker. The Company entered into an employment agreement with
Ellen Walker for a term of five (5) years dated as of October 1, 2001. The
agreement automatically renews for another five (5) year term unless either
party terminates prior to renewal. The agreement provides that Ms. Walker
will be paid an annual salary, which presently is $118,976, and increases each
year the agreement is in effect. The agreement also provides that Ms. Walker
will be paid a yearly bonus, at the discretion of Ameritrans, based on her
and the Company's performance. The agreement provides for compensation to
Ms. Walker if she is terminated prior to the expiration of her employment term,
the exact amount of which varies depending upon the nature of the termination.
If, for instance, Ms. Walker terminates the employment agreement for good
reason (as defined in the agreement) she is entitled to a lump-sum payment
equal to the sum of her salary, as in effect at the time of termination, and
an amount equal to her salary multiplied by the number of years remaining
under the agreement or two-and-one half years, whichever is greater. The
agreement also provides for confidentiality and for non-competition and non-
solicitation during the term of the agreement and for one (1) year thereafter.
Silvia M. Mullens. The agreement with Ms. Mullens is for a term of five
years dated as of January 1, 2002. The agreement automatically renews for
another five-year term unless either party terminates prior to renewal. The
agreement provides that Ms. Mullens will be paid an annual salary of $95,400,
which increases five percent (5%) each year the agreement is in effect. The
agreement also provides that Ms. Mullens will be paid a yearly bonus, at the
discretion of Ameritrans, based on her and the Company's performance. The
agreement provides for compensation to Ms. Mullens if she is terminated prior
to the expiration of her employment term, the exact amount of which varies
depending upon the nature of the termination. If, for instance, Ms. Mullens
terminates the employment agreement for good reason (as defined in the
agreement), she is entitled to a lump-sum payment equal to the sum of her
salary, as in effect at the time of termination, and an amount equal to her
salary multiplied by the number of years remaining under the agreement or two-
and-one-half (2 1/2) years, whichever is greater. The agreement also provides
for confidentiality and for non-competition and non-solicitation during the
term of the agreement and for one year thereafter.
Lee Forlenza. The Company entered into an amended and restated
employment agreement with Lee Forlenza dated December 31, 2002, for a five
(5) year term commencing as of July 1, 2003, which replaces the employment
agreement by and between the Company and Mr. Forlenza dated October 1, 2001.
The agreement automatically renews for a five (5) year term,
unless either party
gives notice of non-renewal prior to the expiration of the initial term.
The agreement provides that Mr. Forlenza will be paid an annual salary of
$76,250 commencing July 1, 2003, and increases each year the agreement
is in effect.
The agreement also provides that Mr. Forlenza will be paid a yearly
bonus based on his and the Company's performance, an amount of which is
determined by the Board of Directors but which may not be less than $10,000
for the first five (5) years of the employment agreement, and an initial
bonus of $7,500. If the employment agreement is renewed, any bonus after the
initial term will be paid solely in the discretion of the Board. The
agreement provides for compensation to Mr. Forlenza if he is terminated prior
to the expiration of his employment term, the exact amount of which varies
depending upon the nature of the termination. If Mr. Forlenza terminates the
employment agreement for good reason (as defined in the agreement, he is
entitled to a lump-sum payment equal to the sum of his salary, as in effect
at the time of termination, and an amount equal to his salary multiplied by
the number of years remaining under the agreement or two-and-one half years,
whichever is greater. The agreement also provides for confidentiality and for
non-competition, and for non-solicitation during the term of the agreement and
for one (1) year thereafter.
Margaret Chance. The agreement with Ms. Chance is for a term of five (5)
years dated as of January 1, 2002. The agreement automatically renews for
another five-year term unless either party terminates prior to renewal. The
agreement provides that Ms. Chance will be paid an annual salary of $75,000,
which increases four percent (4%) each year the agreement is in effect. The
agreement also provides that Ms. Chance will be paid a yearly bonus, at the
discretion of Ameritrans but which shall not be less than $8,500 per year,
based on her and the Company's performance. The agreement provides for
compensation to Ms. Chance if she is terminated prior to the expiration of
her employment term, the exact amount of which varies depending upon the
nature of the termination. If, for instance, Ms. Chance terminates the
employment agreement for good reason (as defined in the agreement), she is
entitled to a lump-sum payment equal to the sum of her salary, as in effect at
the time of termination, and an amount equal to her salary multiplied by the
number of years remaining under the agreement or two-and-one-half (2 1/2)
years, whichever is greater. The agreement also provides for confidentiality
and for non-competition, and for non-solicitation during the term of the
agreement and for one (1) year thereafter.
STOCK OPTION PLANS
An employee stock option plan (the 1999 Employee Plan") was adopted by
the Ameritrans Board of Directors, including a majority of the non-interested
directors, and approved by a shareholder vote, in order to link the personal
interests of key employees to our long-term financial success and the growth
of shareholder value. An amendment to the 1999 Employee Plan was approved by
the shareholders in January 2002. The amendment increased the number of shares
reserved under the plan from 125,000 to 200,000 shares.
The 1999 Employee Plan authorizes the grant of incentive stock options
within the meaning of Section 422 of the Internal Revenue Code for the purchase
of an aggregate of 200,000 shares (subject to adjustment for stock splits and
similar capital changes) of common stock to our employees. By adopting the
1999 Employee Plan, the Board believes that the Company will be better able
to attract, motivate, and retain as employees people upon whose judgment and
special skills our success in large measure depends. As of December 31, 2004,
options to purchase an aggregate of 103,800 shares of Common Stock were
outstanding. Accordingly, 96,200 shares of Common Stock are available for
future awards under the 1999 Employee Plan.
The 1999 Employee Plan is administered by the 1999 Employee Plan
Committee of the Board of Directors, which is comprised solely of non-employee
directors (who are outside directors within the meaning of Section 152(m)
of the Internal Revenue Code and disinterested persons within the meaning of
Rule 16b-3 under the Securities Exchange Act of 1934 (the "1934 Act")). The
committee can make such rules and regulations and establish such procedures
for the administration of the 1999 Employee Plan as it deems appropriate.
NON-EMPLOYEE DIRECTOR PLAN
A stock option plan for non-employee directors (the "Director Plan") was
adopted by the Ameritrans Board of Directors and approved by a shareholder
vote, in order to link the personal interests of non-employee directors to our
long-term financial success and the growth of shareholder value. The Director
Plan is substantially identical to, and the successor to, a non-employee
director stock option plan adopted by the Board of Directors of Elk and
approved by its shareholders in September 1998 (the "Elk Director Plan").
Ameritrans and Elk submitted an application for, and received on August 31,
1999, an exemptive order relating to these plans from the SEC. The Director
Plan was amended by the Board of Directors on November 14, 2001 and approved
by the shareholders at the Annual Meeting on January 18, 2002. The amendment
is still subject to the approval of the Securities and Exchange Commission.
The amendment (i) increases the number of shares reserved under the plan from
75,000 to 125,000, and (ii) authorizes the automatic grant of an option to
purchase up to 1,000 shares at the market value at the date of grant to each
eligible director who is re-elected to the Board of Directors.
The Director Plan which is presently in effect provides for the
automatic grant of five (5) year options to Eligible Directors who are
elected and serve on the Board. These options are granted on the first
anniversary of the director's election or appointment to the Board ("Date of
Grant") and are determined by dividing $50,000 by the Current Market Value of
the Common Stock on the Date of Grant. By adopting the Director Plan, the
Board believes that the Company will be better able to attract, motivate, and
retain as directors people upon whose judgment and special skills our success
in large measure depends. The goal, policy, and purpose of the Director Plan
is to attract, motivate and retain as directors, individuals upon whose
judgment and special skills the Company's success depends. As such, the
Director Plan, in an effort to retain these individuals serving on the Board,
allows for automatic grants of new options under the Plan, upon expiration
of the initial five (5) year term. Upon expiration of these options, and
with approval of the Board, new options may be automatically granted to the
Directors, with an exercise price equal to the last sales price as of the
close of business on the date of expiration, the day immediately prior to the
grant date.
The total number of shares for which options may be granted from time to
time under the Director Plan is 75,000 shares, which will be increased to
125,000 shares upon SEC approval of the Amended Director Plan. As of December
31, 2004, options to purchase an aggregate of 42,069 shares were outstanding.
The Director Plan is administered by a committee of directors who are not
eligible to participate in the Directors Plan.
SIMPLIFIED EMPLOYEE PENSION PLAN
In 1996, Elk adopted a simplified employee pension plan covering, at
present, all eligible employees of the Company. Contributions to the plan are
at the discretion of the Board of Directors. During the fiscal year ended
June 30, 2004 contributions amounted to $116,610.
Gary C. Granoff's Fiscal 2004 Compensation
The Board of Directors has set Gary C. Granoff's total annual
compensation at a level it believes to be competitive with the chief executive
officers of similarly capitalized specialty finance companies. Gary C.
Granoff, in his capacity as Chief Executive Officer, is eligible to participate
in the same executive compensation program available to Ameritrans' other
senior executives.
STOCK PERFORMANCE GRAPH
Although Ameritrans' Common Stock is listed on the NASDAQ SmallCap
Market, trading in Ameritrans' Common Stock has been extremely limited, making
it difficult to meaningfully compare the performance of Ameritrans' Common
Stock to that of other similar companies or a broad market index. Therefore,
Ameritrans has not included a stock performance graph.
Certain Transactions
Elk pays legal fees, on a fixed or hourly basis, for loan closing
services relating to loans other than New York taxi and radio car loan closings
to Granoff, Walker & Forlenza, P.C. ("Granoff, Walker") whose shareholders are
officers and directors of Elk and Ameritrans. Such services related to
New York taxi and radio car loans are provided by the officers and employees of
Elk. Elk paid Granoff, Walker $20,554 in fees during the fiscal year ended
June 30, 2004. Elk generally charges its borrowers loan origination fees to
generate income to offset the legal fees paid by Elk for loan closing services
The Company also rents office space from Granoff, Walker and shares
certain office expenses with that firm. In November 2003, the Board of
Directors approved a new sublease with the law firm to take effect upon the
expiration of the prior sublease, May 1, 2004, and to continue through April
20, 2014 and accounts for certain retroactive adjustments per the agreement.
The Company is presently utilizing 37% of the landlord's space and therefore
committed to the minimum 37% utilization factor on all rent, additional rent
and electricity charges billed to landlord, and subject to annual increases as
per the master lease agreement between the landlord and the law firm. In the
event that more space is utilized, the percentage of the total rent shall be
increased accordingly. In addition, the Company is also obligated to pay for
its share of overhead expenses as noted in the agreement, currently a minimum
of $3,000 a month. For the fiscal year ended June 30, 2004, we paid $101,116
in rent, $36,000 in shared overhead expense, and $26,840 of other reimbursable
shared overhead expenses.
PROPOSAL NO. 2
APPOINTMENT OF INDEPENDENT PUBLIC
ACCOUNTANTS FOR FISCAL 2005
The Board of Directors, including a majority of directors who are not
interested persons of the Company, subject to shareholder approval, has
selected Rosen Seymour Shapss Martin & Company LLP as independent public
accountants to be employed by the Company for the fiscal year ending June 30,
2005, to sign or certify such financial statements, or any portions thereof, as
may be filed by the Company with the SEC or any other authorities at any time.
The employment of such independent public accountants for such purpose is
subject to approval by the shareholders at this meeting. No member of Rosen
Seymour Shapss Martin & Company LLP or any associate thereof has a direct or
indirect material financial interest in the Company or any of its affiliates.
The affirmative vote of a majority of the Common Stock and the
Participating Preferred Stock, voting together as a single class, present or
represented at the meeting is required to ratify and approve the selection of
Rosen Seymour Shapss Martin & Company LLP as independent public accountants for
the Company for fiscal 2005.
A representative of Rosen Seymour Shapss Martin & Company LLP will be
present at the Annual Meeting of Shareholders for the purpose of answering
shareholder questions and making any other appropriate statement.
The Company's previous independent public accountants were Marcum &
Kliegman LLP ("M&K"). Effective June 26, 2003, the Company dismissed M&K as
the principal accountants to audit the Company's financial statements.
The reports of M&K on the financial statements of the Company for the
past two fiscal years contained no adverse opinion or disclaimer of opinion,
and were not qualified or modified as to uncertainty, audit scope, or
accounting principle.
The decision to dismiss M&K was recommended and approved by the Company's
Audit Committee.
In connection with its audits for fiscal years 2001 and 2002, there have
been no disagreements with M&K on any matter of accounting principles or
practices, financial statement disclosure, or auditing scope or procedure,
which disagreements, if not resolved to the satisfaction of M&K, would have
caused them to make reference thereto in their report on the financial
statements of such years.
During fiscal years 2001 and 2002, the Company has had no reportable
events (as defined in Item 304(a)(1)(v) of Regulation S-K).
The Company requested M&K to furnish a letter addressed to the Securities
and Exchange Commission stating whether or not M&K agrees with the statements
made above and, if not, stating the respects to which it does not agree. A
copy of that letter, dated July 1, 2003, was filed as an exhibit to the
Company's Form 8-K filed on July 1, 2003.
On June 30, 2003, the Company engaged the accounting firm of RSSM as the
Company's new independent accountants to audit the Company's financial
statements for the fiscal year ending June 30, 2003.
The Company has not consulted with RSSM during the last two years or
subsequent interim period on either the application of accounting principles
or type of opinion RSSM might issue on the Company's financial statements.
The fees for services provided by the independent accountant are as
follows:
Audit Fees
Fees for the audit of the Company's annual financial statements and the review
of the financial statements included in the Company's Form 10-Q for the years
ended June 30, 2004 and 2003 were $85,100 and $61,200, respectively. Review
fees for year ended June 30, 2003 paid to Marcum & Kliegman, LLP, the Company's
prior independent public accountants were $36,269.
Audit-Related Fees
Fees for audit related services years ended June 30, 2004 and 2003 were
$11,700 and $0, respectively. The review related fees paid to Marcum &
Kliegman, LLP for the year ended June 30, 2003 were $37,165.
Tax Fees
Fees for professional services by the accountants for tax compliance,
tax advice, and tax planning for the years ended June 30, 2004 and 2003 are
$0, respectively.
All Other Fees
Fees for services provided by the accountants, other than the services
rendered in the above paragraphs, for the years ended June 30, 2004 and 2003
were $0 and $0, respectively. Fees for all other services paid to Marcum &
Kliegman, LLP for the year ended June 30, 2003 were $0.
THE BOARD OF DIRECTORS OF THE COMPANY
RECOMMENDS A VOTE FOR PROPOSAL NO. 2.
PROPOSAL NO. 3
OTHER MATTERS
The Board of Directors does not know of any other matters which may come
before the meeting. However, if any other matters are properly presented to
the meeting, it is the intention of the persons named in the accompanying proxy
to vote, or otherwise to act, in accordance with their judgment on such
matters.
All costs of solicitation of proxies will be borne by the Company. In
addition to solicitations by mail, Ameritrans' directors, officers and regular
employees, without additional remuneration, may solicit proxies by telephone
and personal interview. Deadline for Submission of Shareholder Proposals
Proposals of shareholders intended to be presented at next year's Annual
Meeting of Shareholders must be received by the Company at its principal
executive offices not later than October 1, 2005, for inclusion in the proxy
statement for that meeting. Submissions received after that date will be
considered untimely. Mere submission of a proposal does not guarantee its
inclusion in the Proxy Statement or its presentation at the meeting since
ertain federal rules must also be met.
Requests for Financial Statements
Ameritrans will furnish, without charge a copy of its financial
statements for the fiscal year ended June 30, 2004, and for the six months
ended December 31, 2004, to shareholders who make a written request to the
Company at 747 Third Avenue, 4th Floor, New York, NY 10017 or call Ameritrans
toll free at (800) 214-1047.
Form 10-K
The Company filed an Annual Report on Form 10-K for the fiscal year ended
June 30, 2004 with the SEC on September 28, 2004. Shareholders may obtain a
copy of this report, without charge, by making a written request to the Company
at 747 Third Avenue, New York, New York 10017 or by visiting our website at
www.ameritranscapital.com.
The Board of Directors invites shareholders to attend the Annual Meeting.
Whether or not you plan to attend, you are urged to complete, date, sign and
return the enclosed proxy in the accompanying envelope. Prompt response will
greatly facilitate arrangements for the meeting, and your cooperation will be
appreciated. Shareholders who attend the meeting may vote their stock
personally even though they have sent in their proxies.
By Order of the Board of Directors,
/s/ Margaret Chance
MARGARET CHANCE, Secretary
January 24, 2005