<PAGE>
SCHEDULE 14A INFORMATION
(RULE 14A-101)
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement [_] 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 Section 240.14a-11(c) or Section 240.14a-12
United Park City Mines Company
- --------------------------------------------------------------------------------
(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] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2)
or Item 22(a)(2) of Schedule 14A.
[_] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[_] 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 (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.:
-------------------------------------------------------------------------
(3) Filing Party:
-------------------------------------------------------------------------
(4) Date Filed:
-------------------------------------------------------------------------
Notes:
<PAGE>
[ARTWORK]
P. O. Box 1450
Park City, Utah 84060
TELEPHONE: (801) 649-8011
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
MAY 29, 1996
To the Stockholders:
The annual meeting ("Meeting") of stockholders of UNITED PARK CITY MINES
COMPANY ("Company") will be held at the Red Lion Hotel, 255 South West Temple
Street, Salt Lake City, Utah, on Wednesday, May 29, 1996, commencing at 10:00
A.M. (Mountain Time) for the following purposes:
1. To elect four directors to the Board of Directors;
2. To transact such other business as may properly come before the Meeting
or any adjournment thereof.
The Board of Directors has fixed the close of business on April 2, 1996, as
the record date for the determination of stockholders entitled to notice of
the Meeting. All stockholders of record of the Company at that time will be
entitled to vote at the Meeting. The transfer books will not be closed. A
listing of those stockholders entitled to vote will be available for
inspection ten days prior to the Meeting at the Company's principal executive
offices located approximately 1 1/2 miles south of Park City, Utah, on Highway
224.
Stockholders who do not plan to attend the Meeting are urged to read the
enclosed proxy statement and to fill in, date, and sign the enclosed proxy
card and return it to the Company in the enclosed envelope.
By Order of the Board of Directors,
[SIGNATURE OF EDWIN L. OSIKA, JR. APPEARS HERE]
Edwin L. Osika, Jr.
Secretary
Park City, Utah
April 2, 1996
<PAGE>
THIS PROXY STATEMENT AND THE ACCOMPANYING MATERIALS ARE SOLELY FOR THE
INFORMATION OF PRESENT STOCKHOLDERS OF THE COMPANY. NO ONE SHOULD BUY OR SELL
ANY SECURITY IN RELIANCE ON ANY STATEMENT HEREIN. THIS PROXY STATEMENT AND THE
ACCOMPANYING MATERIALS ARE NEITHER AN OFFER TO BUY OR SELL NOR A SOLICITATION
OF OFFERS TO BUY OR SELL ANY SECURITY.
UNITED PARK CITY MINES COMPANY
P. O. BOX 1450
PARK CITY, UTAH 84060
TELEPHONE: (801) 649-8011
April 2, 1996
PROXY STATEMENT
PROXY SOLICITATION
This statement is furnished in connection with the solicitation by the Board
of Directors of United Park City Mines Company, a Delaware corporation
("Company"), of proxies to be voted at the Company's annual meeting of
stockholders ("Meeting") to be held on May 29, 1996. This proxy statement and
form of proxy are being sent to stockholders on approximately April 9, 1996.
If the enclosed proxy is properly executed and returned, the shares
represented by the proxy will be voted at the Meeting. Each proxy will be
voted as instructed and, if no instruction is given, will be voted "FOR" the
election of the named directors. The named proxies may vote in their
discretion upon such other matters as may properly come before the Meeting. A
stockholder giving a proxy may revoke it at any time before it is voted by
giving written notice to the Secretary of the Company, by executing a later
dated proxy, or by voting in person at the meeting.
PERSONS MAKING THE SOLICITATION
The proxy is solicited on behalf of the Board of Directors of the Company.
The cost of soliciting proxies will be borne by the Company. The Company will
reimburse brokers and others who incur costs to send proxy materials to
beneficial owners of stock held in a broker or nominee name. Directors,
officers, and employees of the Company may solicit proxies in person or by
mail, telephone, or telegraph, but will receive no extra compensation for
doing so.
STOCKHOLDERS ENTITLED TO VOTE
The only shares that may be voted are the 2,700,250 shares of the Company's
common stock ("Common Stock") outstanding on April 2, 1996, the record date
for determination of stockholders entitled to notice of and to vote at the
Meeting. Each share is entitled to one vote.
<PAGE>
PROPOSAL NUMBER 1
TO ELECT FOUR DIRECTORS TO THE BOARD OF DIRECTORS
The four persons named below are currently directors of the Company and have
been nominated to stand for election as directors of the Company at the
Meeting to serve for the coming year or until such time as their successors
shall be elected and qualified. The Company expects that all of the nominees
will be able to serve as directors. If any nominee should become unavailable,
however, it is intended that the proxy holders will vote for a substitute
designated by management. No family relationships exist among the members of
the Board of Directors.
<TABLE>
<CAPTION>
NAME AGE POSITION
---- --- --------
<S> <C> <C>
Alan L. Gordon................. 61 Director
Joseph S. Lesser............... 67 Director
Edwin L. Osika, Jr............. 49 Executive Vice President, Secretary, Treasurer, and
Director
William H. ("Hank") Rothwell... 48 President, Chief Executive Officer, and Director
</TABLE>
Mr. Gordon has served as a director since October 1990. Since 1973, Mr.
Gordon has been Vice President and Treasurer of Loeb Partners Realty, a real
estate company in New York, New York. He also holds an interest in Loeb
Investors Co. XL, a real estate investment company in New York, New York. See
"Security Ownership of Certain Beneficial Owners and Management."
Mr. Lesser has been a director of the Company since August 1985. Since 1979,
he has been general partner of Loeb Partners Realty, a real estate investment
company in New York, New York. He is also Managing Partner of Loeb Investors
Co. XL, a real estate investment company in New York, New York. See "Security
Ownership of Certain Beneficial Owners and Management."
Mr. Osika has served as Secretary and Treasurer of the Company since 1981,
as Vice President since 1983, and as Executive Vice President since December
1988. Mr. Osika has been a director since October 1986.
Mr. Rothwell has served as President, Chief Executive Officer, and a
director of the Company since September 1, 1991. For the prior eight years,
Mr. Rothwell was Executive Vice President of Salt Lake Investment Company, a
real estate development company in Salt Lake City, Utah. Mr. Rothwell has also
been a consultant in the real estate development industry for approximately
sixteen years as President of Rothwell Company, a real estate development and
consulting company in Salt Lake City, Utah. From 1987 through 1990, Mr.
Rothwell was a member of the Board of Directors of Crossland Savings-FSB, Salt
Lake City, Utah. Mr. Rothwell was awarded the Certified Commercial Investment
Member ("CCIM") designation in 1979 and the Counselor of Real Estate ("CRE")
designation in 1984.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ABOVE NOMINEES.
<PAGE>
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following table sets forth information regarding the compensation for
the Company's Chief Executive Officer for the last three fiscal years. No
other executive officer received total annual salary and bonus in excess of
$100,000 during the three years presented.
<TABLE>
<CAPTION>
LONG-
ANNUAL COMPENSATION TERM COMPENSATION
-------------------- -----------------
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS OPTIONS
--------------------------- ---- -------- ----------- -----------------
<S> <C> <C> <C> <C>
William H. ("Hank") Rothwell,.. 1995 $122,390 $105,716 (1)
President, Chief Executive Of-
ficer 1994 $121,844 33,333 Shares(2)
1993 $102,846
</TABLE>
- --------
(1) Mr. Rothwell has been employed by the Company as its President and Chief
Executive Officer since September 1, 1991. Under Mr. Rothwell's employment
agreement (refer to the Section entitled "Employment Agreement" for a more
complete description), Mr. Rothwell has earned incentive payments which
are tied to the profitability of certain projects. The incentive payments
earned by Mr. Rothwell total $105,716 to date but have not yet been paid
to Mr. Rothwell.
(2) The Company granted Mr. Rothwell an incentive stock option under the
Company's stock option plan for 666,667 shares of common stock at an
exercise price of $0.3437 per share in 1994. No compensation expense was
recorded at the time of the grant of the stock option because the exercise
price was equal to the value of the stock on the date of the grant. During
1995, the Company conducted a reverse stock split on a one for twenty
basis and the Company adjusted the incentive stock option which it had
granted Mr. Rothwell to reflect the reverse stock split. Accordingly, Mr.
Rothwell currently has the option to purchase 33,333 shares at an exercise
price of $6.874 per share.
OPTION/SAR GRANTS IN LAST FISCAL YEAR
In 1994, the Company granted Mr. Rothwell an incentive stock option under
the Company's stock option plan for 666,667 shares of common stock at an
exercise price of $0.3437 per share. This stock option replaced a prior stock
option which the Company had granted Mr. Rothwell. No compensation was
recorded at the time of the grant of the stock option because the exercise
price was equal to the value of the stock on the date of the grant. During
1995, the Company conducted a reverse stock split on a one for twenty basis
and the Company adjusted the incentive stock option which it had granted Mr.
Rothwell in 1994 to reflect the reverse stock split. Accordingly, Mr. Rothwell
currently has the option to purchase 33,333 shares at an exercise price of
$6.874 per share.
Also in 1994, the Company granted an incentive stock option under the
Company's stock option plan to the Executive Vice President of the Company for
83,333 shares of common stock at an exercise price of $0.3437 per share. This
stock option replaced a prior stock option which the Company had granted the
Executive Vice President. No compensation was recorded at the time of the
grant of the option because the exercise price was equal to the value of the
stock on the date of the grant. The Company conducted a reverse stock split on
a one for twenty basis in 1995 and the Company adjusted the incentive stock
option which it had granted the Executive Vice President in 1994 to reflect
the reverse stock split. Accordingly, the Executive Vice President currently
has the option to purchase 4,167 shares at an exercise price of $6.874 per
share.
No options or grants of stock appreciation rights ("SAR") were made in the
last fiscal year to any of the executive officers of the Company.
3
<PAGE>
FISCAL YEAR END OPTION VALUE
No options were exercised during the year ended December 31, 1995. The
following table sets forth information regarding the number and value of
unexercised options held by the Company's Chief Executive Officer as of
December 31, 1995.
<TABLE>
<CAPTION>
VALUE OF UNEXERCISED
IN-THE-MONEY
NUMBER OF UNEXERCISED OPTIONS OPTIONS
NAME AT DECEMBER 31, 1995 AT DECEMBER 31, 1995
---- ----------------------------- ------------------------
<S> <C> <C>
William H. ("Hank") Rothwell................ 33,333 Shares Exercisable $229,198 Exercisable (1)
0 Shares Unexercisable $0 Unexercisable
</TABLE>
- --------
(1) The closing price of United Park's common stock on December 31, 1995 was
$13.75 per share, $6.876 per share greater than the exercise price of
$6.874 per share.
LONG TERM INCENTIVE PLAN AWARDS IN LAST FISCAL YEAR
No awards under any long term incentive plan were made to the named
executive officers during the last fiscal year.
COMPENSATION OF DIRECTORS
The Directors of the Company receive no compensation for their services as
Directors.
EMPLOYMENT AGREEMENT
During the second quarter of 1994, the Company entered into a three-year
employment agreement ("Agreement") with William H. ("Hank") Rothwell for Mr.
Rothwell's services as President and Chief Executive Officer of the Company.
The Agreement provides for an initial annual base salary of $112,000, which is
to be increased annually by the lesser of either 6% or a formula based upon
the Consumer Price Index, and provides for incentive payments tied to the
profitability of certain projects undertaken by the Company. The Company paid
Mr. Rothwell $13,000 upon signing the Agreement. Under the Agreement, the
Company also granted Mr. Rothwell an incentive stock option under the
Company's stock option plan (which has been adjusted to reflect a one for
twenty reverse stock split conducted during 1995) for 33,333 shares of common
stock at an exercise price of $6.874 per share. This stock option replaced a
prior stock option which the Company had granted Mr. Rothwell. No compensation
was recorded at the time of the grant of the stock option because the exercise
price was equal to the value of the stock on the date of the original grant.
No incentive payment was paid to Mr. Rothwell during the years ended
December 31, 1994 and December 31, 1995 under this Agreement or any other
agreement. However, Mr. Rothwell is due incentive payments which are tied to
the profitability of certain projects under this Agreement. Although Mr.
Rothwell has earned incentive payments totaling $105,716 to date, these
incentive payments have not yet been paid to Mr. Rothwell. The annual
compensation for Mr. Rothwell reported above in the Summary Compensation Table
includes those incentive payments of $105,716 not yet paid and his base salary
of $122,390.
REPORT ON REPRICING OF OPTION/SARS
The Company has adjusted the exercise price of stock options previously
awarded to the named executive officers pursuant to a one for twenty reverse
stock split conducted by the Company. The original exercise price of the stock
options of $0.3437 per share was adjusted to $6.874 per share as a result of
the reverse stock split. The Company does not consider this adjustment to have
been a repricing of the options.
4
<PAGE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The following table sets forth, as of March 8, 1996, the names of those
persons known to the Company to beneficially own more than 5% of the
outstanding common stock of the Company. The percentages are calculated on the
basis of the 2,700,250 shares outstanding plus 37,500 shares under presently
exercisable options for a total of 2,737,750 shares.
<TABLE>
<CAPTION>
SHARES
BENEFICIALLY
NAME AND ADDRESS OF BENEFICIAL OWNER OWNED PERCENT OF CLASS
------------------------------------ ------------- ----------------
<S> <C> <C>
Loeb Group (1)................................ 1,933,763 70.63%
61 Broadway
New York, NY 10006
Loeb Investors Co. XL (2)..................... 1,642,269 59.98%
61 Broadway
New York, NY 10006
</TABLE>
- --------
(1) The Loeb Group consists of (a) Loeb Investors Co. XL, beneficial owner of
1,642,269 shares; (b) John L. Loeb, beneficial owner directly of 6,191
shares in addition to shares held through his ownership in Loeb Investors
Co. XL; (c) John L. Loeb, Jr., beneficial owner of 51,590 shares in
addition to shares held through his ownership in Loeb Inventors Co. XL;
(d) Zilkha & Sons, Inc. beneficial owner of 116,857 shares; and (e) Zilkha
Energy Company, beneficial owner of 116,856 shares. Although the members
of the Loeb Group, identified above, report together as a group, they
independently vote their shares of the Company's common stock.
(2) These shares are held by Loeb Investors Co. XL. Mr. Joseph S. Lesser is
the Managing Partner of Loeb Investors Co. XL, and as such, he has sole
voting and disposition power with respect to such shares.
SECURITY OWNERSHIP OF MANAGEMENT
The following table sets forth, as of March 8, 1996, the number of shares of
common stock of the Company beneficially owned by each officer and director
and all officers and directors as a group. The percentages are calculated on
the basis of the 2,700,250 shares outstanding plus 37,500 shares under
presently exercisable options for a total of 2,737,750 shares.
<TABLE>
<CAPTION>
NAME OF BENEFICIAL OWNER SHARES BENEFICIALLY OWNED PERCENT OF CLASS
------------------------ ------------------------- ----------------
<S> <C> <C>
Alan L. Gordon(1)................ 1,786 Less than 1%
Joseph S. Lesser (2)............. 1,642,269 59.98%
Edwin L. Osika, Jr. (3).......... 4,261 Less than 1%
William H. ("Hank") Rothwell (4). 33,333 1.21%
All Directors and Officers (4
persons)(5)..................... 1,679,863 61.36%
</TABLE>
- --------
(1) These shares are held by Loeb Investors Co. XL. Mr. Gordon indirectly owns
1,786 shares of the Company through his ownership of an interest in Loeb
Investors Co. XL; however, Mr. Joseph S. Lesser, as Managing Partner of
Loeb Investors Co. XL, has the sole present voting power with respect to
these shares.
(2) These shares are held by Loeb Investors Co. XL. Mr. Joseph S. Lesser
indirectly owns 29,600 of these shares through his ownership of an
interest in Loeb Investors Co. XL, and he also has a presently exercisable
option to acquire an additional 32,500 shares from Loeb Investors Co. XL.
Mr. Lesser is the Managing Partner of Loeb Investors Co. XL, a general
partnership, and as such, he has sole voting and disposition power with
respect to all of the shares owned by Loeb Investors Co. XL.
(3) These shares include 94 shares owned by Edwin L. Osika, Jr., plus 4,167
shares under a presently exercisable option to Mr. Osika.
(4) Mr. Rothwell beneficially owns 33,333 shares under a presently exercisable
option.
(5) The 1,679,863 shares shown as being beneficially owned by all officers and
directors as a group includes the following: Joseph S. Lesser, 1,642,269
shares; Edwin L. Osika, Jr., 4,261 shares, and William H. ("Hank")
Rothwell, 33,333 shares.
5
<PAGE>
BOARD COMMITTEES AND MEETINGS
The Board of Directors of the Company has one standing committee, the Audit
Committee. The Board of Directors does not have a nominating or compensation
committee or committees that perform similar functions. The Audit Committee of
the Board of Directors is composed of Mr. Alan L. Gordon and Mr. Joseph S.
Lesser. The Audit Committee is responsible for monitoring the Company's
internal accounting controls, recommending to the Board the selection of
independent auditors and reviewing certain activities of the independent
auditors and their reports and conclusions. The Audit Committee met once
during 1995 and all of the members were present.
During the year ended December 31, 1995, the Board of Directors held two
regular meetings and four special meetings. Each incumbent director attended
more than 75% of the meetings of the Board of Directors held in 1995.
INDEPENDENT PUBLIC ACCOUNTANTS
Coopers & Lybrand L.L.P. served as the Company's independent public
accountants for the year ended December 31, 1995 and has so served for each
year since 1977.
It is expected that representatives of Coopers & Lybrand L.L.P. will attend
the Meeting and will have an opportunity to make a statement if they desire
and will be available to respond to appropriate questions.
STOCKHOLDER PROPOSALS
In accordance with rules of the Securities and Exchange Commission,
stockholders of the Company may present proposals to the Company for inclusion
in the Company's Proxy Statement prepared in connection with its next regular
annual meeting of stockholders. Proposals to be included in the Company's
Proxy Statement prepared in connection with its 1997 annual meeting of
stockholders must be received by the Company no later than November 30, 1996
in order to be considered for inclusion. The Board of Directors will review
any proposal that is received by that date and determine whether it is a
proper proposal to present to the 1997 annual meeting of stockholders.
OTHER MATTERS
As of the date of this Proxy Statement, the Board of Directors of the
Company does not intend to present and has not been informed that any other
person intends to present a matter for action at the Meeting other than as set
forth herein and in the Notice of Annual Meeting. If any other matter properly
comes before the Meeting, the holders of proxies will vote the shares
represented by them in accordance with their best judgment. The Board of
Directors may read the minutes of the 1995 Annual Meeting of Stockholders and
make reports. However, stockholders will not be requested to approve or
disapprove such minutes or reports.
In addition to the solicitation of proxies by mail, certain of the officers
and employees of the Company, without extra compensation, may solicit proxies
personally or by telephone, telegraph, or cable. The Company will also request
brokerage houses, nominees, custodians, and fiduciaries to forward soliciting
materials to the beneficial owners of Common Stock held of record and will
reimburse such persons for forwarding such material. The cost of this
solicitation of proxies will be borne by the Company.
By Order of the Board of Directors,
[SIGNATURE OF EDWIN L. OSIKA, JR. APEARS HERE]
Edwin L. Osika, Jr.,
Secretary
Park City, Utah
April 2, 1996
6
<PAGE>
UNITED PARK CITY MINES COMPANY
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF THE COMPANY
FOR THE ANNUAL MEETING OF STOCKHOLDERS
MAY 29, 1996
P
The undersigned stockholder of UNITED PARK CITY MINES COMPANY
R ("Company") hereby appoints William H. Rothwell and Edwin L. Osika, Jr.,
or either of them, proxies with full power of substitution to act for
O and on behalf of the undersigned and to vote all stock standing in the
name of the undersigned as of the close of business on April 2, 1996,
X which the undersigned is entitled to vote at the Annual Meeting of
Stockholders ("Meeting") to be held on Wednesday, May 29, 1996, at the
Y Red Lion Hotel, 255 South West Temple Street, Salt Lake City, Utah,
commencing at 10:00 A.M. (Mountain Time), and at any and all
adjournments thereof, upon all matters properly coming before the
Meeting.
COMMENTS: CHANGE OF ADDRESS:
------------------------- -------------------------
------------------------- -------------------------
------------------------- -------------------------
(IF YOU HAVE WRITTEN IN THE ABOVE SPACE, PLEASE MARK THE CORRESPONDING
BOX ON THE REVERSE SIDE OF THIS CARD)
YOU ARE ENCOURAGED TO SPECIFY YOUR CHOICES BY MARKING THE APPROPRIATE
BOXES (SEE REVERSE SIDE) BUT YOU NEED NOT MARK ANY BOXES IF YOU WISH TO
VOTE IN ACCORDANCE WITH THE BOARD OF DIRECTORS' RECOMMENDATIONS. THE
PROXIES NAMED ABOVE CANNOT VOTE YOUR SHARES UNLESS YOU SIGN AND RETURN
THIS CARD.
SEE REVERSE
SIDE
<PAGE>
[X] Please mark your
votes as in this
example. 6271
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
FOR WITHHELD
1. Election of [ ] [ ] Nominees: In their discretion, the proxies are
Directors Alan L. Gordon authorized to vote upon such other
Joseph S. Lesser business as may properly come be-
Edwin L. Osika, Jr. fore the Annual Meeting.
William H. ("Hank") Rothwell
For, except vote withheld from the following nominee(s):
_______________________________________________________
Change of Address/
Comments on Reverse Side [ ]
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER
DIRECTED HEREIN. IN THE EVENT THAT NO DESIGNATION (I.E. "FOR,"
"WITHHELD," "AGAINST," "ABSTAIN,") IS MADE, THE PROXIES NAMED ON
THE REVERSE SIDE HEREOF INTEND TO VOTE THE SHARES TO WHICH THIS
PROXY RELATES "FOR" ITEM 1. THE PROXIES WILL VOTE IN THEIR
DISCRETION ON ANY OTHER MATTERS PROPERLY COMING BEFORE THE
MEETING. THE SIGNER HEREBY REVOKES ALL PROXIES HERETOFORE GIVEN
BY THE SIGNER TO VOTE AT SAID MEETING OR ANY ADJOURNMENT THEREOF.
SIGNATURE(S) _____________________________________________ Date __________________
NOTE: Please sign exactly as name appears hereon. Joint owners should each sign.
When signing as attorney, executor, administrator or guardian, please give full title as such.
</TABLE>
