SCHEDULE 14A 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 ss. 240.14a-11(c) or ss. 240.14a-12
NEW HORIZON KIDS QUEST, INC.
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(Name of Registrant as Specified In Its Charter)
--------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than 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:
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:
<PAGE>
NEW HORIZON KIDS QUEST, INC.
May 4, 1998
Dear Shareholder of New Horizon Kids Quest, Inc.
I am pleased to invite you to attend the annual meeting of shareholders
of New Horizon Kids Quest, Inc. to be held in the Minnesota Room at the Mall of
America, 8100 24th Avenue South, Bloomington, Minnesota on June 10, 1998, at
4:00 p.m.
At the annual meeting, you will be asked to vote for the election of
directors. The accompanying material contains the Notice of annual meeting of
shareholders and a Proxy Statement, which includes information about the matters
to be acted upon at the annual meeting.
I sincerely hope you will be able to attend the Company's annual
meeting. Whether or not you are able to attend the annual meeting in person, I
also urge you to sign and date the enclosed proxy card and return it promptly in
the enclosed envelope. If you do attend the meeting in person, you may withdraw
your proxy and vote personally on any matters properly brought before the
meeting.
Very truly yours,
NEW HORIZON KIDS QUEST, INC.
William M. Dunkley
Chairman and Chief Executive Officer
<PAGE>
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
OF
NEW HORIZON KIDS QUEST, INC.
--------------------
The annual meeting of the shareholders of New Horizon Kids Quest, Inc.
(the "Company") will be held at 4:00 p.m. Minneapolis time, on June 10, 1998, in
the Minnesota Room at the Mall of America, 8100 24th Avenue South, Bloomington,
Minnesota, for the following purposes:
1. To elect five directors for a term of one year and until their
successors shall be elected and duly qualified.
2. To transact such other business as may properly come before
the meeting.
Only shareholders of record at the close of business on April 20, 1998
are entitled to notice of and to vote at the meeting.
Whether or not you expect to attend the meeting in person, please
complete, date and sign the enclosed proxy exactly as your name appears thereon
and promptly return it in the envelope provided, which requires no postage if
mailed in the United States. Proxies may be revoked at any time and if you
attend the meeting in person, your executed proxy will be returned to you upon
request.
By Order of the Board of Directors
Kevin M. Greer, Secretary
Dated: May 4, 1998
WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE SIGN AND DATE THE
PROXY CARD EXACTLY AS YOUR NAME(S) APPEAR(S) THEREON AND RETURN IT
PROMPTLY IN THE ENCLOSED ENVELOPE.
<PAGE>
NEW HORIZON KIDS QUEST, INC.
13705 First Avenue North
Plymouth, Minnesota 55441
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PROXY STATEMENT
FOR
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD
JUNE 10, 1998
----------------------------
INTRODUCTION
This Proxy Statement is furnished in connection with the solicitation
of proxies by the Board of Directors of New Horizon Kids Quest, Inc. (the
"Company") for use at the annual meeting of the shareholders to be held at the
Mall of America's Conference Center, 8100 24th Avenue South, Bloomington,
Minnesota, on June 10, 1998, at 4:00 p.m., and at any adjournment thereof.
All shares represented by properly executed proxies received in time
will be voted at the meeting and, where the manner of voting is specified on the
proxy, will be voted in accordance with such specifications. Shares represented
by properly executed proxies on which no specification has been made will be
voted FOR the election of the nominees for director named herein, and will be
deemed to grant discretionary authority to vote upon any other matters properly
coming before the meeting.
Any shareholder who executes and returns a proxy may revoke it at any
time prior to the voting of the proxies by giving written notice to the
Secretary of the Company, by executing a later-dated proxy, or by attending the
meeting and giving oral notice to the Secretary of the Company.
The Board of Directors of the Company has fixed the close of business
on April 20, 1998 as the record date for determining the holders of outstanding
shares of Common Stock entitled to notice of, and to vote at, the annual
meeting. On that date, there were 3,293,300 shares of Common Stock issued and
outstanding. Each such share of Common Stock is entitled to one vote at the
meeting. The Notice of annual meeting, this Proxy Statement and the form of
proxy are first being mailed to shareholders of the Company on or about May 4,
1998.
<PAGE>
ELECTION OF DIRECTORS
Five directors are to be elected at the meeting, each director to serve
until the next annual meeting of shareholders or until his successor is duly
elected and qualified. All nominees are currently serving as directors of the
Company and have consented to serve if elected. Stanley M. Taube served as a
director until March 13, 1998, at which time he resigned for personal reasons.
Kenneth W. Brimmer was appointed to the Board (as well as the Audit and
Compensation Committees) to fill Mr. Taube's vacancy. The Board of Directors
proposes for election the following nominees:
WILLIAM M. DUNKLEY, age 49, has been Chief Executive Officer and
Chairman of the Board for the Company since its inception in 1992 and is a
shareholder of New Horizon Enterprises, Inc., which he co-founded in 1971 with
his wife, Susan K. Dunkley. Mr. Dunkley is also the Chief Executive Officer and
Chairman of the Board of New Horizon Child Care, Inc., Building Block Child
Care, Inc. and the entities that own Kinderberry Hill Child Development centers.
Mr. Dunkley is concurrently a senior partner in the Minneapolis law firm of
Dunkley, Bennett & Christensen, P.A. and serves on the Board of Directors of
Rasmussen College System, Inc. Mr. Dunkley devotes approximately 50 percent of
his time to the Company.
SUSAN K. DUNKLEY, age 48, has been the President and a director of the
Company since its inception in 1992 and is a shareholder in New Horizon
Enterprises, Inc., which she co-founded in 1971. She is also a board member and
President of New Horizon Child Care, Inc., Building Block Child Care, Inc. and
the entities that own Kinderberry Hill Child Development centers. Ms. Dunkley
serves on the boards of the National Child Care Association, Success at Six,
Rule 17 Advisory Committee, Rule 3 Task Force, Early Childhood News, Boys and
Girls Club of Minneapolis and the Minnesota Child Care Advocates. Ms. Dunkley is
on the Advisory Board of Rasmussen Business College's Child Care Specialist
Program. Ms. Dunkley devotes approximately 50 percent of her time to the
Company.
JAY L. BENNETT, age 49, has been a director of the Company since its
inception in 1992 and is also a director and corporate counsel for New Horizon
Enterprises, Inc., New Horizon Child Care, Inc., Building Block Child Care, Inc.
and each of the entities that own Kinderberry Hill Child Development centers.
Mr. Bennett is the Chief Executive Officer of Dunkley, Bennett & Christensen,
P.A.
LYLE BERMAN, age 56, has been a director of the Company since May 1994.
Mr. Berman is the Chairman of the Board of Grand Casinos, Inc. and served as
Chief Executive Officer of Grand Casinos, Inc. from October 1991 to March 1998.
Mr. Berman is also the Chairman of the Board and Chief Executive Officer of
Rainforest Cafe, Inc., and is a director of G-III Apparel Group Ltd., Innovative
Gaming Corporation of America and Wilsons -- The Leather Experts, Inc. Mr.
Berman was a member of the Board of Directors of Stratosphere Corporation from
July 1994 to July 1997, and served as its Chairman from July 1996 to July 1997.
From July 1994 through October 1996, Mr. Berman was Stratosphere's Chief
Executive Officer. Stratosphere filed for reorganization under Chapter 11 of the
Bankruptcy Code on January 27, 1997.
KENNETH W. BRIMMER, age 42, joined the Company's Board of Directors in
March 1998. Mr. Brimmer has been a director of Rainforest Cafe, Inc. since
August 1996, and has served as President of Rainforest Cafe, Inc. since April
1997. Mr. Brimmer has also been employed by Grand Casinos, Inc. since October
1990 as Special Assistant to the Chairman. Mr. Brimmer is a director of Oxboro
Medical International, Inc.
<PAGE>
PROXIES AND VOTING
The affirmative vote of the holders of the greater of (a) a majority of
the outstanding shares of Common Stock of the Company present and entitled to
vote on the election of directors or (b) a majority of the voting power of the
minimum number of shares entitled to vote that would constitute a quorum for the
transaction of business at the meeting, is required for election to the Board of
each of the nominees named above. A shareholder who abstains with respect to the
election of directors is considered to be present and entitled to vote on the
election of directors at the meeting, and is in effect casting a negative vote,
but a shareholder (including a broker) who does not give authority to a Proxy to
vote, or who withholds authority to vote, on the election of directors, shall
not be considered present and entitled to vote on the election of directors.
All shares represented by proxies will be voted FOR the election of the
foregoing nominees unless otherwise specified; provided however, that if any
such nominee should withdraw or otherwise become unavailable for reasons not
presently known, such shares may be voted for another person in place of such
nominee in accordance with the best judgment of the persons named in the proxy.
THE BOARD AND ITS COMMITTEES
The Board of Directors met once during the fiscal year ended December
31, 1997, and all members of the Board attended this meeting. The Company
maintains an Audit Committee to review the results and scope of the audit and
other accounting related services, and a Compensation Committee to provide
recommendations concerning salaries, stock options and incentive compensation
for officers and employees of the Company. Messrs. Berman, Bennett and Brimmer
constitute the Compensation Committee and Messrs Berman and Brimmer are the
members of the Audit Committee. In April 1998, the Audit Committee reviewed the
results of the audit for the Company's 1997 fiscal year.
<PAGE>
PRINCIPAL SHAREHOLDERS
The following table contains certain information as of April 1, 1998
(except as noted otherwise) as to the number and percentage of shares of the
Company's Common Stock beneficially owned by (i) each person known by the
Company to own beneficially more than five percent of the Company's Common
Stock, (ii) each director and nominee for director of the Company and (iii) all
officers and directors as a group. Any shares which are subject to an option
exercisable within 60 days are reflected in the following table and are deemed
to be outstanding for the purpose of computing the percentage of Common Stock
owned by the option holder but are not deemed to be outstanding for the purpose
of computing the percentage of Common Stock owned by any other person. Unless
otherwise noted, each person identified below possesses sole voting and
investment power with respect to such shares.
Number of Shares Percent of
Name(1) Beneficially Owned Outstanding Shares
- ------- ------------------ ------------------
William M. Dunkley 393,750 (2)(4) 12.0
Susan K. Dunkley 393,750 (3)(4) 12.0
Jay L. Bennett 329,700 (4)(5) 9.9
Grand Casinos, Inc. 875,000 26.6
Lyle Berman 61,000 (6) 1.6
Kenneth W. Brimmer 5,000 (7) *
All executive officers and directors
as a group (6 persons) 2,227,400 (8) 65.2
- -----------------------------
* Less than 1%
(1) The address of each person is 13705 First Avenue North, Plymouth,
Minnesota 55441, except for Grand Casinos, Inc., Lyle Berman and
Kenneth W. Brimmer, each of whom have the following address: 130
Cheshire Lane, Plymouth, Minnesota 55305-1062.
(2) Includes 193,750 shares held directly and 200,000 shares held by a
family trust (which shares Mr. Dunkley has the power to vote). Mr.
Dunkley's total does not include and he disclaims beneficial ownership
of 195,750 shares owned by Ms. Dunkley and 198,000 shares held directly
by Mr. Dunkley but over which Ms. Dunkley has voting power (and which
are included in Ms. Dunkley's beneficial ownership).
(3) Includes 195,750 shares held directly and 198,000 shares owned by Mr.
Dunkley over which Ms. Dunkley has voting power. Ms. Dunkley's total
does not include, and she disclaims beneficial ownership of, the
remaining 193,750 held by Mr. Dunkley and 200,000 shares held by a
family trust over which Mr. Dunkley has voting power.
(4) Does not include, and the named person disclaims beneficial ownership
of, an option to purchase 100,000 shares exercisable by New Horizon
Enterprises, Inc., of which William M. Dunkley, Susan K. Dunkley and
Jay L. Bennett own a majority of the stock. See "Certain Transactions."
(5) Includes 9,000 shares held by Mr. Bennett's children and director stock
options to purchase 10,000 shares.
(6) Includes: (i) 41,000 shares held by the Lyle Berman Consultant Profit
Sharing Plan, (ii) director stock options to purchase 10,000 shares and
(iii) 10,000 shares held by Mr. Berman's wife. However, Mr. Berman
disclaims beneficial ownership of the shares owned by his wife. Mr.
Berman is the Chairman of the Board of Grand Casinos, Inc., and also
may be deemed to beneficially own the Common Stock held by Grand
Casinos, Inc.
(7) Includes a director stock option to purchase 5,000 shares.
(8) Includes shares held by Grand Casinos, Inc. and an option to purchase
100,000 shares exercisable by New Horizon Enterprises, Inc.
<PAGE>
EXECUTIVE COMPENSATION
None of the Company's executive officers earned total annual salary and
bonus from the Company in excess of $100,000 in any of the last three fiscal
years. The Company entered into employment agreements with William M. Dunkley,
the Company's Chief Executive Officer, and Susan K. Dunkley, the Company's
President, for a four-year period which commenced on January 1, 1996. Under
their employment agreements, Mr. Dunkley and Ms. Dunkley are each entitled to
receive 2.5% of the Company's annual pre-tax income. Under their employment
agreements, neither Mr. nor Mrs. Dunkley received any salary for 1996 or 1997.
The following table discloses the compensation received in each of the last
three fiscal years by William M. Dunkley.
SUMMARY COMPENSATION TABLE
ANNUAL COMPENSATION ($)
-----------------------
Name and principal position Year Salary Bonus
- --------------------------- ---- ------ -----
William M. Dunkley, 1997 0 0
Chief Executive Officer 1996 0 0
1995 75,000 0
The following tables summarize information with respect to an option
granted to the Company's Chief Executive Officer during the last fiscal year.
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
Percent of total
Number of Securities options granted to Exercise
Underlying Options employees in Price Expiration
Name Granted fiscal year ($/sh) (1) Date
---- --------- ------------- ---------- -----
<S> <C> <C> <C> <C>
William M. Dunkley 50,000 49 $4.00 6/4/2007
</TABLE>
----------------------
(1) Equal to fair market value on the date of grant.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
Number of unexercised options at
fiscal year-end (1)
--------------------------------
Shares acquired
Name on exercise (#) Value realized ($) Exercisable Unexercisable
---- ------------- ------------------ ----------- -------------
<S> <C> <C> <C> <C>
William M. Dunkley 0 0 0 50,000
</TABLE>
----------------------
(1) Based upon the fair market value of the Company's stock as of
the fiscal year end, the option is not in the money.
<PAGE>
DIRECTOR COMPENSATION
The Company has not paid any cash compensation to a director in such
person's capacity as a director but may pay directors' fees in the future. In
September 1995, the Company adopted its 1995 Directors' Stock Option Plan (the
"Directors' Plan"). The Directors' Plan provides for automatic grants of
non-qualified stock options to purchase 5,000 shares of Common Stock to
non-employee directors as of the date such individuals become directors of the
Company and on each subsequent annual shareholders meeting date, provided that
the director has served since the previous annual shareholders meeting. The
Company reserved 50,000 shares of Common Stock for issuance under the Directors'
Plan. The exercise price per share for each option is equal to the fair market
value of a share of Common Stock as of the date of grant. Pursuant to the
Directors' Plan, Messrs. Bennett and Berman each received automatic options with
respect to 5,000 in each of 1996 and 1997, with exercise prices of $8.75 and
$4.25, respectively, and they will receive an additional grant on the date of
this annual meeting. Mr. Brimmer received an initial grant of an option for
5,000 shares at an exercise price of $2.875 on March 13, 1998, the day that he
became a director, and will not receive another grant this year.
CERTAIN TRANSACTIONS
Since 1992, Grand Casinos, Inc. (a shareholder of the Company) has
entered into three separate agreements with the Company pursuant to which the
Company's Kids Quest activity centers have been developed and are being operated
at three casinos owned by Grand Casinos. The Company also operates, pursuant to
agreements with various tribes, four additional Kids Quest centers at casinos
which are managed by Grand Casinos. Although the precise terms of each of the
agreements with Grand Casinos and the tribes vary by location, each provide for
a profit sharing arrangement in which the Company manages and operates a Kids
Quest center and pays a percentage of the center's pre-tax gross operating
profits and other reimbursements to Grand Casinos or the tribe. Under these
agreements for the three casinos owned by Grand Casinos, the Company paid an
aggregate of $387,719 in 1996 and $200,045 in 1997 to Grand Casinos. The
agreements also typically provide for a minimum guaranteed management fee to be
paid to the Company, which fee varies by location. The agreements also allow the
casino operators to establish a discounted rate below the fair market value for
the Company's services to be charged by the Company to the public in order to
attract customers to the Company and ultimately to the casinos. The casino
operator must reimburse the Company for the difference between such amount
charged and the fair market value for the Company's services. Pursuant to these
provisions, the Company received $638,722 in 1996 and $663,602 in 1997 from
Grand Casinos as reimbursement for rate discounts at the casinos owned by Grand
Casinos. In addition, the agreements with Grand Casinos and the tribes provide a
guaranty by Grand Casinos or the tribe against Company operating losses at the
particular location. Under the guaranty provisions for the casinos owned by
Grand Casinos, the Company received $200,240 in 1996 and $194,909 in 1997, all
of which was paid by Grand Casinos.
The Company has entered into an office sharing agreement with New
Horizon Enterprises, Inc. and related entities that operate child care centers
in Minnesota. William M. Dunkley, Susan K. Dunkley and Jay L. Bennett own a
majority of the stock in New Horizon Enterprises and the related entities. New
Horizon Enterprises subleases from Grand Casinos the office space currently
utilized for the corporate offices of New Horizon Enterprises and the Company.
Pursuant to the office sharing agreement between the Company and New Horizon
Enterprises, the salaries of various administrative personnel and other overhead
expenses (including rent) are allocated between the Company, New Horizon
Enterprises and the related entities that own the Minnesota child care centers.
Under this agreement, the Company may make payments to New Horizon Enterprises
for various marketing, accounting and personnel services provided by the
employees of New Horizon Enterprises, including
<PAGE>
certain family members of William M. Dunkley and Susan K. Dunkley. The Company
paid New Horizon Enterprises an aggregate of $80,998 pursuant to the agreement
in 1996 and $152,766 in 1997.
The Minneapolis law firm of Dunkley, Bennett & Christensen, P.A., of
which Messrs. William M. Dunkley and Jay L. Bennett are members, provides legal
services to the Company. Fees paid to Dunkley, Bennett & Christensen, P.A.
totalled $389,303 in 1996 and $322,878 in 1997.
VOTING OF PROXIES AND EXPENSES
The Board of Directors recommends that an affirmative vote be cast in
favor of each of the proposals listed on the proxy card.
The Board of Directors knows of no other matters that may be brought
before the meeting which require submission to a vote of the shareholders. If
any other matters are properly brought before the meeting, however, the persons
named in the enclosed proxy or their substitutes will vote in accordance with
their best judgment on such matters.
Expenses incurred in connection with the solicitation of proxies will
be paid by the Company. The proxies are being solicited principally by mail. In
addition, directors, officers and regular employees of the Company may solicit
proxies personally or by telephone, for which they will receive no consideration
other than their regular compensation. The Company will also request brokerage
houses, nominees, custodians and fiduciaries to forward soliciting material to
the beneficial owners of Common Stock of the Company and will reimburse such
persons for their expenses so incurred.
INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors has selected Arthur Andersen LLP as the
Company's independent public accountants for fiscal 1998. Arthur Andersen LLP
has been the independent public accountants for the Company since 1994. A
representative of Arthur Andersen LLP is expected to attend the meeting and to
have an opportunity to make a statement and respond to appropriate questions
from shareholders.
SHAREHOLDER PROPOSALS
Shareholders wishing to present proposals for action by the
shareholders at the 1999 annual meeting must present such proposals at the
principal offices of the Company not later than December 29, 1998. Due to the
complexity of the respective rights of the shareholders and the Company in this
area, any shareholder desiring to propose such an action is advised to consult
with his or her legal counsel with respect to such rights. It is suggested that
any such proposals be submitted by certified mail, return receipt requested.
BY ORDER OF THE BOARD OF DIRECTORS
William M. Dunkley
Chairman of the Board
and Chief Executive Officer
Dated: May 4, 1998
Minneapolis, Minnesota
<PAGE>
PROXY NEW HORIZON KIDS QUEST, INC.
ANNUAL MEETING OF SHAREHOLDERS -- JUNE 10, 1998
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned having duly received the Notice of Annual Meeting and the
Proxy Statement, dated May 4, 1998, hereby appoints William M. Dunkley and Susan
K. Dunkley, or either of them, proxies or proxy, with full power of
substitution, to vote all shares of Common Stock of New Horizon Kids Quest, Inc.
(the "Company") which the undersigned is entitled to vote at the 1998 Annual
Meeting of Shareholders to be held in the Minnesota Room at the Mall of America,
8100 24th Avenue South, Bloomington, Minnesota, on June 10, 1998 at 4:00 p.m.
Central Daylight Time, and at any adjournment thereof, as directed below with
respect to the proposals set forth below, all as more fully described in the
Proxy Statement, and upon any other matter that may properly come before the
meeting or any adjournment thereof.
1. ELECTION OF DIRECTORS:
[ ] FOR all nominees listed below [ ] WITHHOLD AUTHORITY to vote for
(except as marked to the all nominees listed below
contrary below)
WILLIAM M. DUNKLEY SUSAN K. DUNKLEY JAY L. BENNETT LYLE BERMAN
KENNETH BRIMMER
(INSTRUCTION: To withhold authority for any individual nominee, write that
nominee's name in the space provided below.)
- --------------------------------------------------------------------------------
2. In their discretion, the proxies are authorized to vote upon such other
matters as may properly come before the meeting.
(CONTINUED AND TO BE SIGNED AND DATED ON THE OTHER SIDE)
<PAGE>
(CONTINUED FROM OTHER SIDE)
The power to vote granted by this Proxy may be exercised by William M.
Dunkley and Susan K. Dunkley, jointly or singly, or their substitute(s), who are
present and acting at said Annual Meeting or any adjournment of said Annual
Meeting. The undersigned hereby revokes any and all prior proxies given by the
undersigned to vote at this Annual Meeting.
THIS PROXY WILL BE VOTED IN ACCORDANCE WITH THE SHAREHOLDERS' INSTRUCTIONS.
IF THE SHAREHOLDER(S) WHO EXECUTE THIS PROXY DO NOT WITHHOLD THEIR VOTES FOR THE
ELECTION OF DIRECTORS, THIS PROXY WILL BE VOTED FOR THE ELECTION OF THE PROPOSED
DIRECTORS.
It is urgent that each shareholder
complete, date, sign and mail this Proxy
as soon as possible. Your vote is
important!
Dated: ___________________________, 1998
________________________________________
Signature of Shareholder(s)
________________________________________
Signature of Shareholder(s)
When shares are held by joint tenants,
both should sign. When signing as
attorney, executor, administrator,
trustee or guardian, please give your
title as such. If signer is a
corporation, partnership or other
entity, please sign full entity name by
authorized person.
PLEASE DO NOT FORGET TO DATE THIS PROXY.
