<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
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:
[X] Preliminary Proxy Statement
[_] CONFIDENTIAL, FOR USE OF THE
COMMISSION ONLY (AS PERMITTED BY
RULE 14A-6(E)(2))
[_] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to (S) 240.14a-11(c) or (S) 240.14a-12
The Ashton Technology Group, Inc.
--------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
--------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
-------------------------------------------------------------------------
(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.:
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(3) Filing Party:
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(4) Date Filed:
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Notes:
<PAGE>
[LOGO OF ASHTON TECHNOLOGY]
THE ASHTON TECHNOLOGY GROUP, INC.
ELEVEN PENN CENTER
1835 MARKET STREET
SUITE 420
PHILADELPHIA, PENNSYLVANIA 19103
NOTICE OF CONSENT SOLICITATION
To the Holders of Redeemable Common Stock Purchase Warrants of
THE ASHTON TECHNOLOGY GROUP, INC.:
Attached hereto is a Consent Statement which solicits the consent of the
holders of the Redeemable Common Stock Purchase Warrants (the "Redeemable
Warrants") of The Ashton Technology Group, Inc., a Delaware corporation (the
"Company"), to amend the Warrant Agreement between the Company and StockTrans,
Inc., a Pennsylvania corporation, as warrant agent, to reduce the redemptive
trading price of the Redeemable Warrants from $6.75 per share to $5.50 per
share (the "Amendment"). The proposed Amendment is described in detail in the
Consent Statement. If the proposed Amendment is approved, the Company will
permanently decrease the Exercise Price of the Redeemable Warrants from $5.85
per Redeemable Warrant to $4.50 per Redeemable Warrant.
The Board of Directors of the Company has determined that the proposed
Amendment is in the best interests of the Company and its stockholders, has
unanimously approved the proposed Amendment and recommends that the holders of
Redeemable Warrants consent to the proposed Amendment.
Sincerely,
/s/ Fredric W. Rittereiser
Fredric W. Rittereiser
Chairman and Chief Executive Officer
Philadelphia, Pennsylvania
November 6, 2000
YOUR VOTE IS IMPORTANT.
PLEASE REMEMBER TO RETURN YOUR CONSENT PROMPTLY.
<PAGE>
[LOGO OF ASHTON TECHNOLOGY]
THE ASHTON TECHNOLOGY GROUP, INC.
ELEVEN PENN CENTER
1835 MARKET STREET
SUITE 420
PHILADELPHIA, PENNSYLVANIA 19103
CONSENT STATEMENT
CONSENT SOLICITATION
This Consent Statement and the accompanying form of consent are being
furnished to the holders of the Redeemable Common Stock Purchase Warrants (the
"Redeemable Warrants") of The Ashton Technology Group, Inc., a Delaware
corporation (the "Company"), in connection with the solicitation of consents
by the Board of Directors of the Company (the "Board of Directors") to an
amendment to the Warrant Agreement between the Company and StockTrans, Inc., a
Pennsylvania corporation, as warrant agent (the "Warrant Agreement"), to
reduce the redemptive trading price of the Redeemable Warrants from $6.75 per
share to $5.50 per share (the "Amendment"). If the proposed Amendment is
approved, the Company will permanently decrease the Exercise Price of the
Redeemable Warrants from $5.85 per Redeemable Warrant to $4.50 per Redeemable
Warrant. Only holders of Redeemable Warrants at the close of business on
November 3, 2000 are entitled to notice of, and to consent to, the proposed
Amendment. The Notice of Consent Solicitation, Consent Statement and form of
consent are being sent or given to holders of Redeemable Warrants commencing
on or about November 6, 2000. Holders of Redeemable Warrants are being asked
to submit their consents with respect to the proposed Amendment by December
15, 2000.
YOU ARE REQUESTED TO COMPLETE, SIGN, DATE AND RETURN PROMPTLY THE
ACCOMPANYING CONSENT IN THE ENCLOSED ENVELOPE TO WHICH NO POSTAGE NEED BE
AFFIXED IF MAILED IN THE UNITED STATES.
By Order of the Board of Directors,
/s/ Fredric W. Rittereiser
Fredric W. Rittereiser
Chairman and Chief Executive Officer
Philadelphia, Pennsylvania
November 6, 2000
2
<PAGE>
INTRODUCTION
Solicitation of Consents
The Redeemable Warrants were issued in the Company's initial public offering
in May 1996. The terms of the Redeemable Warrants are set forth in the Warrant
Agreement. Under the Warrant Agreement, the Company may, on not less than 30
days' prior written notice, redeem all or a portion of the Redeemable Warrants
at a redemption price of $.25 per Redeemable Warrant; provided, however, that
before any such call for redemption of Redeemable Warrants can take place, the
average closing bid price for the Company's Common Stock as reported by The
Nasdaq Stock Market, Inc. shall have equaled or exceeded $6.75 per share
(subject to adjustment in the event of stock splits or similar events) (the
"Redemptive Trading Price") for 20 consecutive trading days ending within ten
days prior to the date on which notice of redemption is given. During the
three months prior to the date on which this Consent Statement is being sent
or given to holders of Redeemable Warrants, the highest price for the
Company's Common Stock as reported by The Nasdaq Stock Market, Inc. was
$4.875.
If the accompanying consent is properly executed and returned, the
Redeemable Warrants represented thereby will be counted in accordance with the
instructions specified in the consent. Consents are to be submitted by
December 15, 2000. However, if the Company has not received a sufficient
number of consents by December 15, 2000, the Company may elect to extend this
Consent Solicitation by press release or other similar public announcement;
provided, however, that, under Section 228(c) of the Delaware General
Corporation Law, this Consent Solicitation may not be extended beyond the date
that is 60 days after the earliest dated consent that is received by the
Company.
Any consent executed and delivered by a holder of Redeemable Warrants may be
revoked by delivery to the Company of a written notice of such revocation
prior to the date of approval of the proposed Amendment.
Manner and Expenses of Solicitation
Solicitation of consents will be undertaken by officers and employees of the
Company, on behalf of the Board of Directors, by mail, telephone, facsimile
and personal contact. All costs thereof will be borne by the Company. The
Company may also make arrangements with brokerage houses, banks and other
custodians, nominees and fiduciaries to forward consent materials to the
holders of the Redeemable Warrants and to request authority for the execution
of consents. If it does so, the Company will reimburse such organizations for
their reasonable expenses in connection therewith. In addition, the Company
has entered into an arrangement with Corporate Investor Communications, Inc.
("CIC"), whereby CIC shall act as consent solicitor on behalf of the Board of
Directors in connection with the Consent Solicitation, soliciting consents by
mail, telephone, facsimile and personal contact. In exchange for its services
as consent solicitor, CIC will receive payment of approximately $7,000, plus
reasonable expenses, from the Company.
Required Vote
At September 29, 2000, there were outstanding 3,430,219 Redeemable Warrants.
Each Redeemable Warrant is entitled to one vote on the proposed Amendment.
Only holders of record of Redeemable Warrants at the close of business on
November 3, 2000 (the "Record Date") will be entitled to notice of, and to
consent to, the proposed Amendment. A list of all of the holders of record of
Redeemable Warrants entitled to notice of, and to consent to, the proposed
Amendment will be available for inspection by any holder of Redeemable
Warrants upon request and during regular business hours at the offices of the
Company beginning on the day following the Record Date and ending on the day
on which this Consent Solicitation is terminated.
The consent of holders of Redeemable Warrants representing not less than
two-thirds of the Redeemable Warrants outstanding is required for the
authorization and approval of the proposed Amendment. Abstentions and broker
non-votes (which result when a broker holding shares for a beneficial owner
has not received timely
3
<PAGE>
instructions on certain matters from such beneficial owner) with respect to
the proposed Amendment will have the effect of a consent withheld.
If the proposed Amendment is approved by the holders of the Redeemable
Warrants, the Company will promptly notify all holders of Redeemable Warrants
who have not consented in writing to the extent required by Section 228(d) of
the Delaware General Corporation Law. If the proposed Amendment is approved,
the Company will permanently decrease the Exercise Price of the Redeemable
Warrants from $5.85 per Redeemable Warrant to $4.50 per Redeemable Warrant.
AMENDMENT TO WARRANT AGREEMENT TO REDUCE REDEMPTIVE TRADING PRICE
Under the Warrant Agreement, the Company may, on not less than 30 days'
prior written notice, redeem all or a portion of the Redeemable Warrants at a
redemption price of $.25 per Redeemable Warrant; provided, however, that
before any such call for redemption of Redeemable Warrants can take place, the
average closing bid price for the Company's Common Stock as reported by The
Nasdaq Stock Market, Inc. shall have equaled or exceeded the Redemptive
Trading Price for 20 consecutive trading days ending within ten days prior to
the date on which notice of redemption is given. The right to exercise
Redeemable Warrants called for redemption will be forfeited unless such
Redeemable Warrants are exercised prior to the date specified in the notice of
redemption.
The Board of Directors has determined that it is in the best interests of
the Company and its stockholders to amend the Warrant Agreement to reduce the
Redemptive Trading Price of the Redeemable Warrants from $6.75 per share to
$5.50 per share. Such a reduction in the Redemptive Trading Price of the
Redeemable Warrants will make it more likely that the Company will be able to
make a call for redemption of Redeemable Warrants, thereby encouraging holders
to exercise their Redeemable Warrants. Under the Warrant Agreement, the
consent in writing of registered holders representing not less than two-thirds
of the outstanding Redeemable Warrants is required in order to amend the
Warrant Agreement to reduce the Redemptive Trading Price.
The Warrant Agreement also provides that each Redeemable Warrant may be
exercised for one share of Common Stock of the Company upon payment to the
Company of $5.85 per Redeemable Warrant (subject to adjustment in the event of
stock splits or similar events) (the "Exercise Price").
In connection with the reduction of the Redemptive Trading Price, the Board
of Directors of the Company has determined that it is in the best interests of
the Company and its stockholders to amend the Warrant Agreement to reduce the
Exercise Price of the Redeemable Warrants from $5.85 per Redeemable Warrant to
$4.50 per Redeemable Warrant. Such a reduction in the Exercise Price of the
Redeemable Warrants also will make it more likely that the Redeemable Warrants
will be exercised. Under the Warrant Agreement, the Company has the right, in
its discretion, to decrease the Exercise Price of the Redeemable Warrants for
a period of not less than 30 days on not less than 30 days' prior written
notice to the registered holders of the Redeemable Warrants. If the proposed
amendment to the Warrant Agreement to reduce the Redemptive Trading Price is
approved, the Company will permanently decrease the Exercise Price of the
Redeemable Warrants from $5.85 per Redeemable Warrant to $4.50 per Redeemable
Warrant.
4
<PAGE>
SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN BENEFICIAL OWNERS
Management
The following tables set forth certain information as of September 29, 2000
regarding (i) the beneficial ownership of the equity securities of the Company
and certain of its subsidiaries by the executive officers and directors of the
Company and (ii) the beneficial ownership of the equity securities of the
Company and certain of its subsidiaries by all executive officers and
directors of the Company as a group. As of September 29, 2000, there were
28,928,763 shares of Common Stock issued and outstanding.
1. The Ashton Technology Group, Inc., Common Stock, par value $.01 per share.
<TABLE>
<CAPTION>
Name and Address of Amount and Nature Percent
Beneficial Owner** of Beneficial Ownership Of Class
------------------- ----------------------- --------
<S> <C> <C>
Arthur J. Bacci.............................. 193,660(1) *
Thomas G. Brown.............................. 50,000(2) *
Richard E. Butler............................ 230,000(3) *
K. Ivan F. Gothner........................... 770,262(4) 2.6%
Marc Gresack................................. -0- *
Herbert Kronish.............................. -0- *
Fredric W. Rittereiser....................... 1,628,500(5) 5.4%
Matthew J. Saltzman.......................... 6,000 *
William W. Uchimoto.......................... 275,536(6) *
Fred S. Weingard............................. 873,869(7) 2.9%
All executive officers and directors of the
Company as a group (11 persons)............. 4,033,427 *** 12.4%
</TABLE>
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* Represents less than 1%.
** The address of each of the beneficial owners in the foregoing table is c/o
The Ashton Technology Group, Inc., Eleven Penn Center, 1835 Market Street,
Suite 420, Philadelphia, PA 19103.
*** Includes 3,488,965 shares issuable upon exercise of options.
(1) Represents (i) 6,100 shares of Common Stock; (ii) 100,000 shares of
Common Stock issuable upon exercise of options, which are currently
exercisable at $3.1875 per share; and (iii) 87,560 shares of Common Stock
issuable upon exercise of options, which are currently exercisable at
$2.00 per share.
(2) Represents 50,000 shares of Common Stock issuable upon exercise of
options, which are currently exercisable at $1.875 per share.
(3) Represents (i) 180,000 shares of Common Stock issuable upon exercise of
options, which are currently exercisable $1.875 per share; and (ii)
50,000 shares of Common Stock issuable upon exercise of options, which
are currently exercisable at $2.00 per share.
(4) Represents (i) 20,262 shares of Common Stock; and (ii) 750,000 shares of
Common Stock issuable upon exercise of options, which are currently
exercisable at $1.875 per share.
(5) Mr. Rittereiser may be deemed to be the beneficial owner of: (i) 403,500
shares of Common Stock held of record by The Dover Group, Inc. ("Dover");
(ii) 25,000 shares of Common Stock issuable upon the exercise of
Redeemable Warrants held by Dover, which are currently exercisable at
$5.85 per share; (iii) 1,000,000 shares of Common Stock issuable upon
exercise of options held by Mr. Rittereiser, which are currently
exercisable at $1.875 per share; (iv) 100,000 shares of Common Stock
issuable upon exercise of options held by Mr. Rittereiser, which are
currently exercisable at $10.50 per share; and (v) 100,000 shares held by
Mr. Rittereiser's wife as a gift from her father, Frederick Weimmer, Sr.,
of which Mr. Rittereiser disclaims beneficial ownership. Dover is a
corporation of which Mr. Rittereiser is the sole stockholder, director
and officer.
(6) Represents (i) 3,000 shares of Common Stock; (ii) 180,000 shares of
Common Stock issuable upon exercise of options, which are currently
exercisable at $1.875 per share; and (iii) 92,536 shares of Common Stock
issuable upon exercise of options, which are currently exercisable at
$2.00 per share.
5
<PAGE>
(7) Represents (i) 10,000 shares of Common Stock; (ii) 100,000 shares of
Common Stock issuable upon exercise of options, which are currently
exercisable at $14.25 per share; (iii) 538,750 shares of Common Stock
issuable upon exercise of options, which are currently exercisable at
$1.875 per share; (iv) 100,000 shares of Common Stock issuable upon
exercise of options, which are currently exercisable at $10.50 per share;
and (v) 125,119 shares of Common Stock issuable upon exercise of options,
which are currently exercisable at $2.00 per share.
2. Universal Trading Technologies Corporation (Majority Owned Subsidiary),
Common Stock, par value $.01 per share (18,530,417 shares outstanding).
<TABLE>
<CAPTION>
Name and Address of Amount and Nature of Percent
Beneficial Owner** Beneficial Ownership of Class
------------------- -------------------- --------
<S> <C> <C>
Arthur J. Bacci................................. 500,000(1) 2.6%
Thomas G. Brown................................. 125,000(2) *
Richard E. Butler............................... 225,000(3) 1.2%
K. Ivan F. Gothner.............................. 640,000(4) 3.3%
Marc Gresack.................................... -0- *
Herbert Kronish................................. -0- *
Fredric W. Rittereiser.......................... 1,000,001(5) 5.1%
Matthew J. Saltzman............................. -0- *
William W. Uchimoto............................. 500,000(6) 2.6%
Fred S. Weingard................................ 650,000(7) 3.4%
All executive officers and directors of the
Company as a group (11 persons)................ 3,650,001 *** 16.6%
</TABLE>
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* Represents less than 1%.
** The address of each of the beneficial owners in the foregoing table is c/o
The Ashton Technology Group, Inc., Eleven Penn Center, 1835 Market Street,
Suite 420, Philadelphia, PA 19103.
*** Includes 3,395,000 shares issuable upon exercise of options.
(1) Represents (i) 187,500 shares of Common Stock issuable upon exercise of
options, which are currently exercisable at $1.33 per share; and (ii)
312,500 shares of Common Stock issuable upon exercise of options, which
are currently exercisable at $2.00 per share.
(2) Represents 125,000 shares of Common Stock issuable upon exercise of
options, which are currently exercisable at $2.00 per share.
(3) Represents 225,000 shares of Common Stock issuable upon exercise of
options, which are currently exercisable at $2.00 per share.
(4) Represents 640,000 shares of Common Stock issuable upon exercise of
options, which are currently exercisable at $2.00 per share.
(5) Represents (i) 250,001 shares of Common Stock held by Dover; and (ii)
750,000 shares of Common Stock issuable upon exercise of options, which
are currently exercisable at $2.00 per share.
(6) Represents 500,000 shares of Common Stock issuable upon exercise of
options, which are currently exercisable at $2.00 per share.
(7) Represents (i) 650,000 shares of Common Stock issuable upon exercise of
options, which are currently exercisable at $2.00 per share.
6
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3. Electronic Market Center, Inc. (Majority Owned Subsidiary), Common Stock,
par value $.0001 per share (12,655,000 shares outstanding).
<TABLE>
<CAPTION>
Name and Address of Amount and Nature of Percent
Beneficial Owner** Beneficial Ownership of Class
------------------- -------------------- --------
<S> <C> <C>
Arthur J. Bacci................................. 237,500 1.9%
Thomas G. Brown................................. 75,000 *
Richard E. Butler............................... 75,000 *
K. Ivan F. Gothner.............................. 187,500 1.5%
Marc Gresack.................................... 175,000 1.4%
Herbert Kronish................................. -0- *
Fredric W. Rittereiser.......................... 300,000 2.4%
Matthew J. Saltzman............................. 1,950,000 18.4%
William W. Uchimoto............................. 175,000 1.4%
Fred S. Weingard................................ 175,000 1.4%
All executive officers and directors of the
Company as a group (12 persons)................ 3,450,000 27.3%
</TABLE>
--------
* Represents less than 1%.
** The address of each of the beneficial owners in the foregoing table is c/o
The Ashton Technology Group, Inc., Eleven Penn Center, 1835 Market Street,
Suite 420, Philadelphia, PA 19103.
Certain Beneficial Owners
The following table sets forth certain information as of September 29, 2000
regarding each person, other than directors and executive officers, who is
known by the Company to own beneficially more than five percent (5%) of the
Common Stock.
<TABLE>
<CAPTION>
Name and Address of Amount and Nature of Percent
Beneficial Owner Beneficial Ownership Of Class
------------------- -------------------- --------
<S> <C> <C>
The Dover Group, Inc............................. 1,628,500(1) 5.4%
20 Maple Street
Toms River, NJ 08753
</TABLE>
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(1) Includes: (i) 403,500 shares of Common Stock held of record by Dover;
(ii) 25,000 shares of Common Stock issuable upon the exercise of
Redeemable Warrants held by Dover, which are currently exercisable at
$5.85 per share; (iii) 1,000,000 shares of Common Stock issuable upon
exercise of options held by Mr. Rittereiser, which are currently
exercisable at $1.875 per share; (iv) 100,000 shares of Common Stock
issuable upon exercise of options held by Mr. Rittereiser, which are
currently exercisable at $10.50 per share; and (v) 100,000 shares held by
Mr. Rittereiser's wife as a gift from her father, Frederick Weimmer, Sr.,
of which Mr. Rittereiser disclaims beneficial ownership. Dover is a
corporation of which Mr. Rittereiser is the sole stockholder, director
and officer.
FINANCIAL INFORMATION
The Company's financial statements for the fiscal year ended March 31, 2000
are included in the Company's 2000 Annual Report to Stockholders, which was
mailed to the Company's stockholders with the Company's proxy statement, and
in the Company's Quarterly Report on Form 10-Q for the quarter ended June 30,
2000. The Company will provide, without charge, to each holder of Redeemable
Warrants, upon such holder's written or oral request, copies of the Company's
Annual Report on Form 10-K for the fiscal year ended March 31, 2000 and the
Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2000,
which were filed with the Securities and Exchange Commission, by first class
mail or other equally prompt means within one business day of receipt of such
request. Requests for such documents should be directed to the Secretary of
the Company
7
<PAGE>
at Eleven Penn Center, 1835 Market Street, Suite 420, Philadelphia, PA 19103,
telephone (215) 789-3300. The Company is incorporating by reference into this
Consent Statement the financial information in its Annual Report on Form 10-K
for the fiscal year ended March 31, 2000 and its Quarterly Report on Form 10-Q
for the quarter ended June 30, 2000, including the financial statements,
management's discussion and analysis of financial condition and results of
operations, changes in and disagreements with accountants on accounting and
financial disclosure and quantitative and qualitative disclosures about market
risk.
STOCKHOLDER PROPOSALS
Stockholders may submit proposals on matters appropriate for stockholder
action at the Company's annual meetings consistent with regulations adopted by
the SEC. For stockholder proposals to be considered by the Board of Directors
for inclusion in the proxy statement and form of proxy relating to the 2001
Annual Meeting of Stockholders, the Company must receive them not later than
March 30, 2001. If any stockholder wishes to present a proposal to the 2001
Annual Meeting of Stockholders that is not included in the proxy statement
relating to such meeting and fails to submit such proposal to the Secretary of
the Company on or before June 13, 2001, then the Board of Directors will be
allowed to use its discretionary voting authority when the proposal is raised
at the 2001 Annual Meeting of Stockholders, without any discussion of the
matter in its proxy statement. All proposals should be addressed to the
Company at Eleven Penn Center, 1835 Market Street, Suite 420, Philadelphia, PA
19103, Attention: President. Nothing in this paragraph shall be deemed to
require the Company to include in its proxy materials relating to the 2001
Annual Meeting of Stockholders any stockholder proposal which does not meet
all of the requirements for inclusion established by the SEC and the Company's
Bylaws at that time in effect.
By Order of the Board of Directors,
/s/ Fredric W. Rittereiser
Fredric W. Rittereiser
Chairman and Chief Executive Officer
November 6, 2000
8
<PAGE>
THE ASHTON TECHNOLOGY GROUP, INC.
This Consent is being solicited by the Board of Directors.
Consent of Holders of Redeemable Common Stock Purchase Warrants
The undersigned, a holder of record of the Redeemable Common Stock Purchase
Warrants (the "Redeemable Warrants") of The Ashton Technology Group, Inc. (the
"Company"), hereby acknowledges receipt of the Consent Statement and consents
pursuant to Section 228 of the Delaware General Corporation Law, with respect
to the number of Redeemable Warrants held by the undersigned, to the following
amendment to the Warrant Agreement between the Company and StockTrans, Inc., as
warrant agent (the "Warrant Agreement").
Amendment to Warrant Agreement to Reduce Redemptive Trading Price:
RESOLVED, that the words "$6.75 per share" in Section 9(a) of the Warrant
Agreement be replaced in their entirety with the words "$5.50 per share."
[_] CONSENT [_] CONSENT WITHHELD [_] ABSTAIN
(Continued and to be SIGNED on Reverse Side)
<PAGE>
PLEASE ACT PROMPTLY.
IMPORTANT: THIS CONSENT MUST BE SIGNED AND DATED TO BE VALID.
Dated: ______________________, 2000
____________________
Signature: _________
Signature: _________
Title/Authority: ___
Consents can only be given by the
holder of record of Redeemable
Warrants on the Record Date.
Please sign exactly as your name
appears on your Redeemable
Warrant(s) on the Record Date or
on the label affixed hereto. If
Redeemable Warrants are registered
in more than one name, the
signature of all such persons
should be provided. A corporation
should sign in its full corporate
name by a duly authorized officer,
stating his or her title.
Trustees, guardians, executors and
administrators should sign in
their official capacity, giving
their full title as such. A
partnership should sign in its
partnership name by authorized
persons.
PLEASE MARK, SIGN AND DATE THIS CONSENT BEFORE MAILING IN THE ENCLOSED
ENVELOPE.
