<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:
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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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Notes:
<PAGE>
[ARTWORK]
P.O. Box 1450
Park City, Utah 84060
TELEPHONE: (801) 649-8011
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
MAY 14, 1997
To the Stockholders:
The annual meeting ("Meeting") of stockholders of UNITED PARK CITY MINES
COMPANY ("Company") will be held at the DoubleTree Hotel, 255 South West
Temple Street, Salt Lake City, Utah, on Wednesday, May 14, 1997, 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 14, 1997, 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 14, 1997
<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 14, 1997
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 14, 1997. This proxy statement and
form of proxy are being sent to stockholders on approximately April 21, 1997.
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 2,700,325 shares of the Company's
common stock ("Common Stock") outstanding on April 14, 1997, 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.......... 62 Director
Joseph S. Lesser........ 68 Director
Edwin L. Osika, Jr...... 50 Executive Vice President, Secretary, Treasurer, and
Director
William H. ("Hank")
Rothwell............... 49 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. 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.
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>
ANNUAL LONG-TERM
COMPENSATION COMPENSATION
------------------ --------------
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS OPTIONS
--------------------------- ------- -------- --------- --------------
<S> <C> <C> <C> <C>
William H. ("Hank")
Rothwell, 1996 $118,412 $ 54,787 (/1/)
President, Chief Execu-
tive Officer........... 1995 $122,390 $105,716 (/1/)
1994 $121,844 33,333 Shares (/2/)
</TABLE>
- --------
<PAGE>
(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 compensation which
is tied to the profitability of certain projects. The incentive
compensation earned by Mr. Rothwell in 1995 totals $105,716 of which
$35,000 has been paid to Mr. Rothwell. The incentive compensation earned by
Mr. Rothwell during 1996 totals $54,787, none of which has 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.
FISCAL YEAR END OPTION VALUE
No options were exercised during the year ended December 31, 1996. 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, 1996.
<TABLE>
<CAPTION>
VALUE OF UNEXERCISED
IN-THE-MONEY
NUMBER OF UNEXERCISED OPTIONS OPTIONS
NAME AT DECEMBER 31, 1996 AT DECEMBER 31, 1996
---- ----------------------------- --------------------------
<S> <C> <C>
William H. ("Hank") 33,333 Shares Exercisable $137,532 Exercisable (/1/)
Rothwell............... -0- Shares Unexercisable $-0- Unexercisable
</TABLE>
- --------
(1) The closing price of United Park's common stock on December 31, 1995 was
$11.00 per share, $4.126 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.
3
<PAGE>
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 compensation 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 compensation 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 compensation which is tied to
the profitability of certain projects under this Agreement. Although Mr.
Rothwell has earned incentive compensation totaling $160,503 to date ($105,716
for 1995 and $54,787 for 1996), only $35,000 of incentive compensation has been
paid to Mr. Rothwell.
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.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
On February 29, 1996, the Company sold a parcel of its improved real property
to David W. Bernolfo, former President and CEO of the Company and the brother-
in-law of the current President and CEO Hank Rothwell. The property consisted
of approximately 6.54 acres of land, a house, easements, a spring and some
outbuildings. The sales price of the property was $950,000, paid in cash at the
closing. The sales price was in excess of an appraisal conducted by an
independent appraiser selected by the Company.
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 2,700,325 shares outstanding plus 37,500 shares under presently
exercisable options for a total of 2,737,825 shares.
<TABLE>
<CAPTION>
SHARES
BENEFICIALLY
NAME AND ADDRESS OF BENEFICIAL OWNER OWNED PERCENT OF CLASS
------------------------------------ ------------ ----------------
<S> <C> <C>
Loeb Group (1)................................. 1,933,713 72.82%
61 Broadway
New York, NY 10006
Loeb Investors Co. XL (2)...................... 1,935,982 70.71%
61 Broadway
New York, NY 10006
</TABLE>
- --------
(1) The Loeb Group consists of (a) Loeb Investors Co. XL, beneficial owner of
1,935,982 shares; (b) Estate of 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 51,540 shares
in addition to shares held through his ownership in Loeb Inventors Co. XL.
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.
4
<PAGE>
(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 18, 1997, 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 2,700,325 shares outstanding plus 37,500 shares under presently
exercisable options for a total of 2,737,825 shares.
<TABLE>
<CAPTION>
SHARES
BENEFICIALLY
NAME OF BENEFICIAL OWNER OWNED PERCENT OF CLASS
------------------------ ------------ ----------------
<S> <C> <C>
Alan L. Gordon(/1/)............................ 1,786 Less than 1%
Joseph S. Lesser (/2/)......................... 1,935,982 70.71%
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/).... 1,973,576 72.08%
</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 1,973,576 shares shown as being beneficially owned by all officers and
directors as a group includes the following: Joseph S. Lesser, 1,935,982
shares; Edwin L. Osika, Jr., 4,261 shares, and William H. ("Hank")
Rothwell, 33,333 shares.
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
1996 and all of the members were present.
During the year ended December 31, 1996, 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 1996.
INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors has selected Coopers & Lybrand L.L.P. to be
independent public accountants to the Company for the year ending December 31,
1997. Coopers & Lybrand L.L.P. served as the Company's independant public
accountants for the year ended December 31, 1996 and has so served for each
year since 1977.
5
<PAGE>
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 1998 annual meeting of stockholders
must be received by the Company no later than November 30, 1997 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 1998 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 1996 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,
LOGO
Edwin L. Osika, Jr., Secretary
Park City, Utah
April 14, 1997
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
The undersigned stockholder of UNITED PARK CITY MINES COMPANY ("Company")
P hereby appoints William H. Rothwell and Edwin L. Osika, Jr., or either of
them, proxies with full power of substitution to act for and on behalf of
R the undersigned and to vote all stock standing in the name of the
undersigned as of the close of business on April 2, 1996, which the
O undersigned is entitled to vote at the Annual Meeting of Stockholders
("Meeting") to be held on Wednesday, May 29, 1996, at the Red Lion Hotel,
X 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
Y 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 ++ + 1843
votes as in this + ++++++
example.
- --------------------------------------------------------------------------------
FOR WITHHELD
1. Election of [_] [_] Nominees: In their discretion,
Directors Alan L. Gordon the proxies are
Joseph S. Lesser authorized to vote
Edwin L. Osika, Jr. upon such other
William H. ("Hank") Rothwell business as may
properly come before
the Annual Meeting.
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.