<PAGE>
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF
THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)
Filed by the Registrant / /
Filed by a party other than the Registrant /X/
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 Rule 14a-11(c) or Rule 14a-12
UNITED INDUSTRIAL CORPORATION
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
OPT.CO INC.
- --------------------------------------------------------------------------------
(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:
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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):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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/ / 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:
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(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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<PAGE>
PRELIMINARY COPY
1997 ANNUAL MEETING OF STOCKHOLDERS
OF
UNITED INDUSTRIAL CORPORATION
PROXY STATEMENT
OF
OPT.CO INC.
TO OUR FELLOW UNITED INDUSTRIAL CORPORATION STOCKHOLDERS:
United Industrial Corporation's ("United Industrial Corporation" or the
"Company") Annual Meeting of Stockholders ("Annual Meeting") is scheduled to
take place on May 13, 1997. OPT.CO INC. ("OPT.CO") is soliciting proxies in
favor of independent directors ("OPT.CO Nominees"). Five years of poor operating
performance has resulted in a material loss in United Industrial Corporation's
book value, stock price and dividend return. The performance graph below is from
the Company's own Proxy Statement. According to the Company, the graph compares
the total returns which an investor would have earned assuming the investment of
$100 on December 31, 1991 in the common stock, the Standard & Poor's 500
Composite Stock Index ("S&P 500") and a constructed peer group index of the
common stock of six corporations (Watkins Johnson Company, EDO Corporation,
Whitehall Corporation, Tech Sym Corporation, Sparton Corporation and MOOG
Incorporated) involved in the defense industry of substantially the same size
(by revenues) as the Company.
<TABLE>
<CAPTION>
PERFORMANCE GRAPH
DEC 91 DEC 92 DEC 93 DEC 94 DEC 95 DEC 96
----------- --------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C>
United Industrial Group................................. 100 110.87 63.41 63.35 76.02 82.53
S&P 500 Group........................................... 100 107.62 118.46 120.03 165.13 203.05
Peer Group.............................................. 100 106.41 135.18 160.26 235.7 220.96
</TABLE>
This performance graph indicates that the performance of Company's common
stock lags far behind the S&P 500 and the peer group. The Opt.Co Nominees
believe that the Company can do better. If elected, the Opt.Co Nominees will
seek to explore the opportunities available to the Company that will maximize
stockholder value, and will seek to attempt to persuade the full Board to review
and decide whether the Company should:
- Eliminate the Classified Board Structure
- Engage an Investment Banker
Additionally, the Opt.Co Nominees will seek to explore with incumbent Board
members the advisability of:
- Changing the Company's Corporate Structure
- Divestiture of non-care industrial businesses, and
- Eliminating the Company's New York City headquarters office
Accordingly, OPT.CO is soliciting your proxy in support of the election of
the OPT.CO Nominees named below under "Election of Directors" as directors of
United Industrial Corporation. This proxy statement and the accompanying BLUE
proxy card are first being sent to stockholders on or about April 18, 1997.
AT THE ANNUAL MEETING, OPT.CO WILL SEEK TO ELECT THE OPT.CO NOMINEES AS
DIRECTORS OF UNITED INDUSTRIAL CORPORATION. OPT.CO URGES YOU TO MARK, SIGN, DATE
AND RETURN THE ENCLOSED BLUE PROXY CARD TO VOTE FOR THE ELECTION OF THE OPT.CO
NOMINEES.
There can be no assurance that the Opt.Co nominees will be elected, and if
elected, that they will be able to formulate and/or implement a plan which will
enhance stockholder value.
<PAGE>
PROPOSALS TO BE CONSIDERED AT THE ANNUAL MEETING
ITEM 1--ELECTION OF DIRECTORS
The OPT.CO Nominees believe their collective experience in business
development, investment management, investment banking and corporate board
service will enable them to make important contributions to the governance of
your Company. The OPT.CO Nominees listed below have furnished the following
information regarding their principal occupation or employment and certain other
matters.
THE OPT.CO NOMINEES FOR DIRECTORS:
DAVID A. LANG, age 47, is currently President of OPT.CO INC. (since
1991), a New York-based private investment company. Mr. Lang is also
President of Deep Creek TeleServices Company LLC, a business development
company formed in 1997 and located in Oakland, Maryland (since its 1997
formation). He is a Director of Informedix, Inc., a development-stage
medical electronics company in Rockville, Maryland (since 1989) and he
was Vice-President and of Faneuil Research Ltd., a market research
company (1993-1995).
Mr. Lang has extensive knowledge about United Industrial Corporation. He
was previously affiliated with Lehman Brothers Kuhn Loeb Inc.
(1981-1988), during which time he monitored United Industrial
Corporation's activities and visited key operating sites. Mr. Lang is a
past-president of the Aerospace Analysts Society of New York.
ALAN S. PARSOW, age 47, a private investor, is currently the sole General
Partner of Parsow Partnership, Ltd. and Elkhorn Partners L.P., both
Nebraska investment limited partnerships (since 1989), and Vice-President
of Parsow's Fashions for Men, a specialty retailer (since 1980). He is
currently a Director of CACI International Inc.(since 1992) and of the
Republic Funds Group (since 1987).
OPT.CO STRONGLY RECOMMENDS A VOTE FOR THE ELECTION OF THE OPT.CO NOMINEES. A
VOTE FOR THE ELECTION OF THE OPT.CO NOMINEES WILL PROVIDE YOU WITH A BOARD OF
DIRECTORS COMMITTED TO STOCKHOLDER VALUE.
OTHER MATTERS TO BE CONSIDERED AT THE ANNUAL MEETING
According to the Company's proxy statement, the Company is soliciting
proxies with respect to proposals other than the election of directors. Please
refer to the Company's proxy statement for a detailed discussion of these
proposals, including various arguments in favor of and against such proposals.
These proposals are itemized below.
ITEM 2--APPROVAL OF 1996 STOCK OPTION PLAN FOR NONEMPLOYEE DIRECTORS
At the Annual Meeting, the stockholders will be asked to approve the 1996
Stock Option Plan For Nonemployee Directors. OPT.CO believes the Plan is an
appropriate and cost-effective means of attracting and retaining qualified
directors, as well as linking director compensation with returns to
stockholders.
OPT.CO RECOMMENDS A VOTE FOR THIS PROPOSAL.
ITEM 3--RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS
At the Annual Meeting, the stockholders will again be asked to ratify the
appointment of Ernst & Young LLP as United Industrial Corporation's independent
auditors for the year ending December 31, 1997.
OPT.CO RECOMMENDS A VOTE FOR THIS PROPOSAL.
2
<PAGE>
ITEM 4-- STOCKHOLDER PROPOSAL CONCERNING ELIMINATION OF A CLASSIFIED BOARD OF
DIRECTORS
At the Annual Meeting, the stockholders will be asked to vote on the
following stockholder proposal:
"RESOLVED, that the stockholders of the Company request that the Board of
Directors take the necessary steps, in accordance with state law, to
declassify the Board of Directors so that all directors are elected
annually, such declassification to be effected in a manner that does not
affect the unexpired terms of directors previously elected."
OPT.CO RECOMMENDS A VOTE FOR THIS PROPOSAL.
ITEM 5-- STOCKHOLDER PROPOSAL CONCERNING ENGAGEMENT OF AN INVESTMENT BANKER
At the Annual Meeting, the stockholders will be asked to vote on the
following stockholder proposal:
"RESOLVED, that the shareholders of the Company recommend and deem it
desirable and in their best interest that the Board of Directors
immediately engage the services of a nationally recognized investment
banker to explore all alternatives to enhance the value of the Company.
These alternatives should include, but are not limited to, the possible
sale, merger or other transaction involving the Company."
OPT.CO RECOMMENDS A VOTE FOR THIS PROPOSAL.
OTHER PROPOSALS
Except as set forth above, OPT.CO is not aware of any proposals to be
brought before the Annual Meeting. SHOULD OTHER PROPOSALS BE BROUGHT BEFORE THE
ANNUAL MEETING, THE PERSONS NAMED ON THE BLUE PROXY CARD WILL VOTE ON SUCH
PROPOSALS BASED ON THE INTERESTS OF THE STOCKHOLDERS, AS DETERMINED BY THEM IN
THEIR SOLE DISCRETION.
3
<PAGE>
VOTING PROCEDURES
This proxy statement and the accompanying BLUE proxy card are being
furnished by OPT.CO in connection with the solicitation of proxies by OPT.CO, to
be used at the 1997 Annual Meeting. The Annual Meeting will be held on May 13,
1997 at the Park Lane Hotel (Ballroom Suite, 2nd floor) located at 36 Central
Park South, New York, New York at 10:00 A.M. local time and at any adjournments,
postponements or rescheduling thereof. The Company's principal executive offices
are located at 18 East 48th Street New York, New York 10017.
The holders of a majority of the outstanding shares of common stock present
in person or represented by proxy will constitute a quorum for the Annual
Meeting. For purposes of the Annual Meeting, except for the election of
directors, which requires a plurality vote, the affirmative vote of a majority
of shares present in person or represented by proxy at the meeting is required
for the matter to be deemed an act of the stockholders. With respect to
abstentions, the shares are considered present at the meeting for the particular
matter, but since they are not affirmative votes for the matter, they will have
the same effect as votes against the matter. With respect to broker non-votes,
the shares are not considered present at the meeting for the particular matter
as to which the broker withheld its vote. Consequently, broker non-votes are not
counted with respect of the matter, but they do have the practical effect of
reducing the number of affirmative votes required to achieve a majority for such
matter by reducing the total number of shares from which the majority is
calculated.
The record date for determining stockholders entitled to notice of and to
vote at the Annual Meeting is March 27, 1997 (the "Record Date"). Except as
noted below with respect to the election of directors, stockholders of record at
the close of business on the Record Date will be entitled to one vote at the
Annual Meeting for each share of common stock. According to the Company's proxy
statement, there were 12,175,543 shares of common stock outstanding on the
Record Date.
Two directors are to be elected at the Annual Meeting to hold office until
the Annual Meeting in the year 2000 and until their successors are elected and
qualified. The nominees proposed and recommended by OPT.CO are David A. Lang and
Alan S. Parsow. Although OPT.CO has no reason to believe that either of the
OPT.CO Nominees will be unable to serve as directors, if either of the OPT.CO
Nominees are not available, the persons named in the BLUE proxy card (the
"Proxyholders") will vote for the election of such other persons as they deem in
the best interests of the stockholders.
Directors are elected by a plurality of the shares present in person or
represented by proxy at the Annual Meeting. Stockholders have cumulative voting
rights with respect to the election of directors. Under cumulative voting, each
stockholder is entitled to the same number of votes per share as the number of
directors to be elected (for purposes of this election, two votes per share). A
stockholder may cast all such votes for a single nominee or distribute them
between the nominees, as he or she wishes, either by so marking the ballot at
the Annual Meeting or by specific voting instructions with a signed proxy card
sent to Deep Creek TeleServices Company LLC, OPT.CO's Information Agent, or the
Secretary of the Company. Unless authority to vote for one of the nominees for
director is withheld, it is the intention of the Proxyholders to cumulate the
votes represented by the proxies in such manner as to ensure the election of at
least one of the OPT.CO Nominees.
PROXY PROCEDURES
IN ORDER FOR YOUR VIEWS TO BE REPRESENTED AT THE ANNUAL MEETING, PLEASE
MARK, SIGN, DATE AND RETURN THE ENCLOSED BLUE PROXY CARD AND RETURN IT TO
OPT.CO, C/O DEEP CREEK TELESERVICES COMPANY LLC IN THE ENCLOSED POSTAGE-PREPAID
ENVELOPE.
The accompanying BLUE proxy card will be voted at the Annual Meeting in
accordance with your instructions on such card. You may vote for or withhold
authority to vote for the OPT.CO Nominees and for or against, or abstain from
voting on each of Items 2, 3, 4 and 5 described above by marking the proper box
on the BLUE proxy card.
5
<PAGE>
IF YOU HAVE SIGNED THE BLUE PROXY CARD AND NO MARKING IS MADE, YOU WILL BE
DEEMED TO HAVE GIVEN A DIRECTION TO VOTE THE COMMON STOCK REPRESENTED BY THE
BLUE PROXY CARD FOR THE OPT.CO NOMINEES CUMULATED AS DETERMINED BY THE
PROXYHOLDERS IN THEIR SOLE DISCRETION AND FOR ITEMS 2, 3, 4 AND 5 AND TO VOTE ON
ANY OTHER PROPOSALS BROUGHT BEFORE THE ANNUAL MEETING BASED ON THE INTERESTS OF
THE STOCKHOLDERS, AS DETERMINED BY THE PROXYHOLDERS IN THEIR SOLE DISCRETION.
OPT.CO URGES YOU NOT TO SIGN ANY PROXY CARD SENT TO YOU BY UNITED INDUSTRIAL
CORPORATION. IF YOU HAVE ALREADY DONE SO, YOU MAY REVOKE YOUR PROXY BY
DELIVERING A WRITTEN NOTICE OF REVOCATION OR A LATER DATED PROXY FOR THE
ANNUAL MEETING TO OPT.CO C/O DEEP CREEK TELESERVICES COMPANY, 581 MAIN
STREET, WOODBRIDGE, NEW JERSEY 07095, OR TO THE SECRETARY OF THE COMPANY, OR
BY VOTING IN PERSON AT THE ANNUAL MEETING.
Only holders of record as of the close of business on the Record Date will
be entitled to vote. If you were a stockholder of record on the Record Date, you
will retain your voting rights for the Annual Meeting even if you sell such
shares after the Record Date. Accordingly, it is important that you vote the
shares held by you on the Record Date, or grant a proxy to vote such shares on
the BLUE proxy card, even if you sell such shares after the Record Date.
If any of your shares are held in the name of a brokerage firm, bank, bank
nominee or other institution on the Record Date, only it can vote such shares
and only upon receipt of your specific instructions. Accordingly, please contact
the person responsible for your account and instruct that person to execute the
BLUE proxy card on your behalf.
SOLICITATION OF PROXIES
Solicitation of proxies may be made by OPT.CO INC., the OPT.CO Nominees and
certain of its affiliates, none of whom will receive additional compensation for
such solicitation, except for compensation paid to Deep Creek TeleServices
Company LLC as outlined below. Proxies may be solicited by mail, courier
service, advertisement, telephone, telecopier, other electronic media and in
person and by request to brokers, dealers and other stockholders to forward
proxy solicitation materials to beneficial owners of United Industrial
Corporation stock. Certain information about officers and employees of OPT.CO
and/or its affiliates, who may also assist in soliciting proxies, is set forth
in the attached Schedule II.
In addition, OPT.CO has retained Deep Creek TeleServices Company LLC to
assist in the solicitation, for which Deep Creek TeleServices Company LLC is to
receive a fee of $90,000, plus reimbursement for its reasonable out-of-pocket
expenses. OPT.CO has also agreed to indemnify Deep Creek TeleServices Company
LLC against certain liabilities and expenses, including certain liabilities and
expenses under the Federal securities laws.
Mr. David A. Lang, the President and sole stockholder of OPT.CO, is the
controlling member of Deep Creek TeleServices Company LLC. The ability of Deep
Creek TeleServices Company LLC to assist in the solicitation relies
substantially on Mr. Lang's initiative and experience. The cost of this
solicitation will be borne by OPT.CO. OPT.CO reserves the right to seek
reimbursement of the fees and expenses incurred in connection with this
solicitation from the Company, subject to approval of the Board and, if
necessary, shareholder vote.
SECURITY OWNERSHIP OF OPT.CO NOMINEES
As of March 27, 1997, OPT.CO and the OPT.CO Nominees beneficially owned an
aggregate of 13,000 shares of common stock, representing less than 1% of the
outstanding shares of common stock. OPT.CO Nominees intend to vote such shares
FOR the election of the OPT.CO Nominees.
Certain additional information relating to, among other things, the
ownership, purchase and sale of securities of the Company by the OPT.CO Nominees
and their respective associates is set forth in Schedule I hereto.
6
<PAGE>
ADDITIONAL INFORMATION
Certain information regarding United Industrial Corporation common stock
held by its directors, officers, nominees, management and 5% stockholders is
contained in United Industrial Corporation's proxy statement and is incorporated
herein by reference. Information concerning the date by which proposals of
security holders intended to be presented at the next annual meeting of
stockholders of United Industrial Corporation must be received by United
Industrial Corporation for inclusion in its 1998 proxy statement and form of
proxy for that meeting is also contained in United Industrial Corporation's
proxy statement and is incorporated herein by reference. OPT.CO assumes no
responsibility for the accuracy or completeness of any information contained
herein which is based upon, or incorporated by reference to United Industrial
Corporation's proxy statement.
OPT.CO INC.
APRIL 18, 1997
7
<PAGE>
SCHEDULE I
SHARES OF UNITED INDUSTRIAL CORPORATION COMMON STOCK HELD BY OPT.CO, OPT.CO
NOMINEES AND CERTAIN OTHER PERSONS WHO ARE OR MAY BE PARTICIPANTS IN THIS
SOLICITATION:
<TABLE>
<CAPTION>
DATE PURCHASED SOLD
- ------------------------------------ ----------- ---------
<S> <C> <C>
OPT.CO INC.
03/05/97 1,500
DAVID A. LANG
11/28/95 1,000
12/01/95 4,000
08/15/96 1,000
10/30/96 1,000
01/06/97 1,000
03/18/97 1,000
ALAN S. PARSOW
01/20/97 2,500
</TABLE>
SCHEDULE II
INFORMATION CONCERNING OPT.CO, THE OPT.CO NOMINEES AND OTHER PARTICIPANTS.
The following table sets forth the name and the present principal occupation
or employment (indicated by asterisk), and the name, principal business and
address of any corporation or other organization which may be deemed
participants in the solicitation.
<TABLE>
<CAPTION>
AGE AT
NAME AND PRINCIPAL DEC. 31, PRINCIPAL OCCUPATION OR
BUSINESS ADDRESS 1996 EMPLOYMENT
- --------------------------------------------------- ------------- ------------------------------------------------------
<S> <C> <C>
David A. Lang...................................... 47 President of OPT.CO INC.,* a private investment
250 West 94th Street company (since 1991); President of Deep Creek
New York, NY 10025 TeleServices Company LLC, a business development
company (since its 1997 formation); Director of
Informedix, Inc., a development-stage medical
electronics company (since 1989); Vice-President of
Faneuil Research Ltd., a market research company
(1993-1995)
Alan S. Parsow..................................... 47 Private Investor, General Partner of Parsow
2222 Skyline Drive Partnership, Ltd. and Elkhorn Partners L.P.,* both
Elkhorn, Nebraska 68022 Nebraska investment limited partnerships (since 1989);
Vice-President of Parsow's Fashions for Men (since
1980); Director of CACI International Inc. (since
1992); Director of Republic Funds Group (since 1987)
OPT.CO INC......................................... A private investment company
250 West 94th Street
New York, NY 10025
Deep Creek TeleServices Company LLC................ A consulting and teleservicing company
Suite 201
300 Industrial Drive
Oakland, MD 21550
</TABLE>
8
<PAGE>
IMPORTANT
1. If your shares are held in your own name, please mark, date and mail the
enclosed BLUE proxy card to our Information Agent, Deep Creek TeleServices
Company LLC in the postage-paid envelope provided.
2. If your shares are held in the name of a brokerage firm, bank nominee or
other institution, only it can vote such shares and only upon receipt of your
specific instructions. Accordingly, you should contact the person responsible
for your account and give instructions for a BLUE proxy card to be signed
representing your shares.
3. If you have already submitted a proxy to United Industrial Corporation
for the Annual Meeting, you may change your vote to a vote FOR the election of
the OPT.CO Nominees by marking, signing, dating and returning the enclosed BLUE
proxy card for the Annual Meeting, which must be dated after any proxy you may
have submitted to United Industrial Corporation. ONLY YOUR LATEST DATED PROXY
FOR THE ANNUAL MEETING WILL COUNT AT SUCH MEETING.
If you have further questions or require any assistance, please contact
DEEP CREEK TELESERVICES COMPANY LLC
Toll free: 800 235-5837
9
<PAGE>
PRELIMINARY COPY
UNITED INDUSTRIAL CORPORATION
THIS PROXY IS SOLICITED BY OPT.CO INC.
FOR THE ANNUAL MEETING OF STOCKHOLDERS,
MAY 13, 1997
BLUE PROXY CARD
The undersigned hereby appoints David A. Lang and Alan S. Parsow or any one
of them, as proxies or proxy for the undersigned, each with full power of
substitution and resubstitution, to attend the 1997 Annual Meeting of
Stockholders and any adjournments or postponements thereof and to vote as
designated below, all the shares of common stock of United Industrial
Corporation held of record by the undersigned on March 27, 1997. IF NO MARKING
IS MADE, THIS PROXY WILL BE DEEMED A DIRECTION TO VOTE FOR THE OPT.CO NOMINEES
IN ITEM 1 AND TO CUMULATE VOTES AMONG THE OPT.CO NOMINEES AS DETERMINED BY THE
PROXIES IN THEIR SOLE DISCRETION, AND FOR THE PROPOSALS IN ITEMS 2, 3, 4 AND 5.
IN THEIR DISCRETION, THE PROXIES ARE HEREBY AUTHORIZED TO VOTE UPON SUCH OTHER
BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING AND ANY ADJOURNMENTS OR
POSTPONEMENTS THEREOF.
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY IN THE POSTAGE PAID
ENVELOPE ENCLOSED.
(TO BE SIGNED AND DATED BELOW)
/X/ PLEASE MARK YOUR VOTE AS IN THIS EXAMPLE. OPT.CO RECOMMENDS A VOTE FOR
ITEMS 1, 2, 3, 4 AND 5.
1. ELECTION OF OPT.CO NOMINEES DAVID A. LANG AND ALAN S. PARSOW AS DIRECTORS
WHOSE TERMS EXPIRE IN THE YEAR 2000.
/ / FOR both nominees cumulated among them as determined by the proxies in
their sole discretion
/ / FOR, except vote withheld from the following nominee: ________________
/ / WITHHELD authority from both nominees listed above.
2. APPROVAL OF 1996 STOCK OPTION PLAN FOR NONEMPLOYEE DIRECTORS
/ / FOR / / AGAINST / / ABSTAIN
3. RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS
/ / FOR / / AGAINST / / ABSTAIN
4. STOCKHOLDER PROPOSAL CONCERNING ELIMINATION OF A CLASSIFIED BOARD OF
DIRECTORS
/ / FOR / / AGAINST / / ABSTAIN
5. STOCKHOLDER PROPOSAL CONCERNING ENGAGEMENT OF AN INVESTMENT BANKER
/ / FOR / / AGAINST / / ABSTAIN
Please sign exactly as your name appears on this proxy. Joint owners should
each sign individually. If signing as attorney, executor, administrator trustee
or guardian, please include your full title. Corporate proxies should be signed
by an authorized officer.
<TABLE>
<S> <C>
Date:
Signature(s):
Signature(s):
Titles, if any:
</TABLE>
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY IN THE POSTAGE PAID
ENVELOPE ENCLOSED.
