<PAGE> 1
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
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
/ / Definitive Proxy Statement Commission Only
/ / Definitive Additional Materials (as permitted by Rule
/ / Soliciting Material Pursuant to 14a-6(e)(2))
Rule 14a-11(c) or Rule 14a-12
ENTERBANK HOLDINGS, 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)(1) 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:
- ------------------------------------------------------------------------------
<PAGE> 2
ENTERBANK HOLDINGS, INC.
150 NORTH MERAMEC
CLAYTON, MO 63105
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD SEPTEMBER 29, 1999
TO THE SHAREHOLDERS OF ENTERBANK HOLDINGS, INC.:
NOTICE IS HEREBY GIVEN that ENTERBANK HOLDINGS, INC. (the "Company") will
hold a Special Meeting of Shareholders at the Company's offices at 150 North
Meramec, Clayton, MO 63105, in the Second Floor Board Room, on September 29,
1999 at 9:00 a.m. Central Standard time, for the following purposes:
1. To approve an amendment to Article Four of the Company's Certificate
of Incorporation to increase the number of authorized shares of Common
Stock that the Company has authority to issue from 3,500,000 shares to
20,000,000 shares.
2. To transact such other business that may properly come before the
meeting or any adjournments thereof.
The Proxy Statement dated September 13, 1999 is attached. Only record holders
of the Company's Common Stock, $.01 par value per share, at the close of
business on August 18, 1999, will be eligible to vote at the meeting.
By Order of the Board of Directors,
/s/ James C. Wagner
JAMES C. WAGNER, SECRETARY
Dated: September 13, 1999
TO ENSURE YOUR REPRESENTATION AT THE MEETING, PLEASE SIGN, DATE AND RETURN
YOUR PROXY IN THE ENCLOSED ENVELOPE WHETHER OR NOT YOU EXPECT TO ATTEND IN
PERSON. SHAREHOLDERS WHO ATTEND THE MEETING MAY REVOKE THEIR PROXIES AND VOTE
IN PERSON IF THEY DESIRE.
<PAGE> 3
ENTERBANK HOLDINGS, INC.
150 NORTH MERAMEC
CLAYTON, MO 63105
PROXY STATEMENT
FOR SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON SEPTEMBER 29, 1999
APPROXIMATE DATE PROXY MATERIAL FIRST SENT TO SHAREHOLDERS:
SEPTEMBER 13, 1999
GENERAL INFORMATION
On August 18, 1999, the Board of Directors determined that it is in the
Company's best interest to effect a 3 for 1 split (the "Stock Split") of
Enterbank Holdings, Inc. (the "Company") common stock, $.01 par value per
share ("Common Stock") subject to shareholder approval of an amendment to
Article Four of the Certificate of Incorporation to increase the number of
authorized shares of common stock of the Company from 3,500,000 shares to
20,000,000 (the "Proposed Amendment").
The Company intends to amend the Company's Certificate of Incorporation to
provide for additional authorized Common Stock in order that the Company will
have sufficient shares available to provide for the proposed Stock Split and
to also provide for future issuances in connection with potential
acquisitions, future stock offerings, or pursuant to existing and future
employee benefits plans and for other valid corporate purposes.
The Company cordially invites you to attend the Special Meeting of
Shareholders. This Proxy Statement is furnished in connection with the
solicitation by the Board of Directors of proxies for use at the Special
Meeting of Shareholders to be held on September 29, 1999, at the Company's
offices at 150 North Meramec, Clayton, Missouri 63105 in the Second Floor
Board Room at 9:00 a.m. Central Standard time.
This Proxy Statement and the accompanying form of proxy are being first
mailed to Shareholders on or about September 13, 1999. The shareholder giving
the proxy may revoke it at any time before it is exercised at the meeting by:
(i) delivering to the Secretary of the Company a written instrument of
revocation bearing a date later than the date of the proxy; (ii) duly
executing and delivering to the Secretary a subsequently dated proxy relating
to the same shares; or (iii) attending the meeting and voting in person
(attendance at the meeting will not in and of itself constitute revocation of
a proxy). Any proxy which is not revoked will be voted at the Special Meeting
in accordance with the shareholder's instructions. If a shareholder returns a
properly signed and dated proxy card but does not mark any choice, his or her
shares will be voted "FOR" the proposed Amendment. The proxy card gives
authority to the proxies to vote shares in their discretion on any other
matter properly presented at the Special Meeting.
Proxies will be solicited from the Company's shareholders by mail. The
Company will pay all expenses in connection with the solicitation, including
postage, printing and handling, and the expenses incurred by brokers,
custodians, nominees and fiduciaries in forwarding proxy material to
beneficial owners. The Company does not intend to employ a proxy solicitation
firm to solicit proxies in connection with the Special Meeting. It is
possible that directors, officers and regular employees of the Company may
make further solicitation personally or by telephone, telegraph or mail.
Directors, officers and regular employees of the Company will receive no
additional compensation for any such further solicitation.
Only holders (the "Shareholders") of record of the Common Stock at the close
of business on August 18, 1999 (the "Record Date"), are entitled to notice
of, and to vote at, the Special Meeting. On the Record Date, the Company had
a total of 2,380,212 shares of Common Stock outstanding, without giving
effect to the Stock Split. After giving effect to the Stock Split, the number
of shares of Common Stock outstanding would be 7,140,636 as of the Record
Date. Each share will be entitled to one vote (non-cumulative) on each
matter to be considered at the Special Meeting. A majority of the outstanding
shares of Common Stock present in person or represented by proxy at the
Special Meeting will constitute a quorum for the transaction of business at
the Special Meeting.
Votes cast by proxy or in person at the Special Meeting will be counted by
the persons appointed by the Company as election inspectors for the meeting.
Prior to the meeting, the inspectors will sign an oath to perform their
duties in an impartial manner and to the best of their abilities. The
inspectors will ascertain the number of common shares of Common Stock
outstanding and voted, as determined by the proxies and ballots. They will
count all votes and ballots and perform certain other duties as required by
law.
The affirmative vote of holders of a majority of the outstanding shares of
the Common Stock is required for approval of the Proposed Amendment. Broker
non-votes and abstentions will have the effect of a vote against the
proposal.
The Company's corporate offices are located at 150 North Meramec, Clayton,
Missouri 63105 and its telephone number is (314) 725-5500.
<PAGE> 4
PROPOSAL TO AMEND THE CERTIFICATE OF INCORPORATION
The Company's Certificate of Incorporation currently authorizes the issuance
of a total of 3,500,000 shares of Common Stock, par value $.01 each. The
proposed amendment will increase the total number of authorized shares to
20,000,000 shares of Common Stock in the Company. If approved by the
Shareholders, the first paragraph of Article Four of the Company's
Certificate of Incorporation will read as follows:
"The aggregate number of shares which the corporation shall have
authority to issue shall be twenty million (20,000,000) shares of
common stock, par value $.01 each."
The Board of Directors believes that it is in the Company's best interest to
increase the amount of Common Stock authorized by the Company's Certificate
of Incorporation to effect the Stock Split and to provide the Company with
adequate flexibility for valid corporate purposes. These purposes include
issuances of Common Stock pursuant to potential acquisitions, future stock
offerings, and pursuant to existing and future employee benefit plans.
In the event that Shareholders approve this proposal and there occurs an
event, for which the Common Stock is issued such as an acquisition,
additional stock offerings, or additional stock based incentive plans, the
possibility exists that either book value per share or earnings per share or
both could be diluted due to the larger number of shares outstanding. Under
the Company's Certificate of Incorporation, shareholders do not have
preemptive rights to subscribe to additional securities which may be issued
by the Company, which means that current shareholders do not have a priority
right to purchase any new issue of Common Stock of the Company in order to
maintain their proportionate ownership percentage. In addition, there could
be a dilution to the voting power of each share of Common Stock as additional
shares are issued. Such events would require the prior approval of the Board
of Directors and, under certain circumstances, the shareholders. No such
actions are planned at this time.
The approval of this proposal could be construed as having an anti-takeover
effect in that the additional authorized shares of Common Stock could be
available to defend a possible third-party takeover attempt. Management is
not aware of any such attempt to take control of the Company and the Board of
Directors is not presenting this proposal with the intent that it be utilized
as an anti-takeover device.
The additional shares for which authorization is sought would be identical to
the shares of Common Stock now authorized and outstanding, and the Proposed
Amendment would not affect the terms or rights of the holders of those
shares. The Common Stock has no conversion, preemptive or subscription
rights and is non-redeemable. In the event Shareholder approval of the
amendment is obtained, it will become effective upon filing of the amendment
with the Delaware Secretary of State.
RECOMMENDATION OF THE BOARD OF DIRECTORS
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR AN AMENDMENT TO THE CERTIFICATE
OF INCORPORATION OF ENTERBANK HOLDINGS, INC. TO INCREASE THE NUMBER OF
AUTHORIZED SHARES OF COMMON STOCK OF ENTERBANK HOLDINGS, INC. TO 20,000,000.
<PAGE> 5
INFORMATION REGARDING BENEFICIAL OWNERSHIP
OF PRINCIPAL SHAREHOLDERS, DIRECTORS AND MANAGEMENT
The following is a list of all directors and executive officers who were
beneficial owners of the Company's Common Stock as of August 18, 1999. The
Company is aware of one shareholder, Ronald E. Henges, who beneficially owned
more than 5% of the outstanding Common Shares of the Company as of such date.
Mr. Henges' business address is 150 North Meramec, Clayton, Missouri, 63105.
As of August 18, 1999 there were 2,380,212 shares of Common Stock
outstanding.
<TABLE>
<CAPTION>
Beneficial Owner Number of Shares Ownership
- ---------------- ---------------- ---------
Percentage<F1><F2>
------------------
<S> <C> <C>
Fred H. Eller <F3><F4><F5> 89,260 3.72%
Ronald E. Henges <F3><F6> 120,285 5.02%
Kevin C. Eichner <F3><F7> 81,193 3.39%
Randall D. Humphreys <F8> -0- N/A
Paul R. Cahn <F8><F9> 76,967 3.23%
William B. Moskoff <F8><F10> 28,359 1.19%
Birch M. Mullins <F8> 17,850 <F*>
Robert E. Saur <F8><F11> 39,000 1.64%
Henry D. Warshaw <F12><F13><F14> 17,260 <F*>
James L. Wilhite <F14><F15> 10,721 <F*>
James A. Williams <F14><F16> 7,340 <F*>
Ted C. Wetterau <F8><F17> 11,940 <F*>
David J. Mishler <F3><F5><F18> 46,304 1.93%
James E. Graser <F3><F5><F19> 21,000 <F*>
Richard C. Leuck <F3><F20> 12,591 <F*>
Paul L. Vogel <F21> 13,385 <F*>
James C. Wagner <F3><F22> 25,500 1.07%
All Directors and Executive Officers as a Group 618,955 25.03%
<FN>
- ----------------
<F*> Less than 1%
<F1> Pursuant to the rules of the Securities and Exchange Commission, certain
shares of Common Stock which a person has the right to acquire within 60
days pursuant to the exercise of stock options and warrants are deemed
to be outstanding for the purposes of computing beneficial ownership and
the percentages of ownership of that person, but are not deemed
outstanding for the purposes of computing the percentage ownership of
any other person. All directors and officers as a group hold options to
purchase an aggregate of 92,600 shares of Common Stock.
<F2> Unless otherwise indicated, the named person has sole voting and
dispositive power for all shares shown.
<F3> Includes options as of August 18, 1999 outstanding and exercisable as of
August 18, 1999 or within 60 days thereafter, including those
beneficially owned by the named person, as follows: Mr. Eichner, 14,000
shares; Mr. Eller, 21,000 shares; Mr. Henges, 14,000 shares; Mr. Graser,
6,000 shares; Mr. Mishler, 18,000 shares; Mr. Wagner, 10,000 shares;
Mr. Leuck, 6,000 shares; Mr. Vogel, 3,600 shares; all directors and
executive officers as a group, 92,600 shares.
<F4> Includes 24,060 shares held jointly by Mr. Eller and his spouse; 20
shares held in the name of Mr. Eller to which Mr. Eller has voting
power; 15,180 shares held in trust for the benefit of Mr. Eller's spouse
to which Mr. Eller has voting power; and 29,000 shares held in Mr.
Eller's trust to which Mr. Eller has voting power.
<F5> Excludes all of the 15,460 shares held of record by EBSP Partnership in
which each of Mr. Eller, Mr. Graser and Mr. Mishler each hold a 1/7
partnership interest, but for which none of the named persons holds sole
voting power. Excludes all of the 13,820 shares held of record by EBSP
II Partnership in which each of Mr. Eller, Mr. Graser and Mr. Mishler
each hold a 1/6 partnership interest, but for which none of the named
persons holds sole voting power.
<F6> Excludes 18,510 shares held by and/or for the benefit of adult children
of Mr. Henges. Includes 77,095 shares held of record by Henges Equity,
L.P., to which Mr. Henges is the General Partner and has voting power;
22,285 shares held in an Individual Retirement Account for the benefit
of Mr. Henges, to which Mr. Henges has voting power; 20 shares in the
name of Mr. Henges in which Mr. Henges has voting power; 3,285 shares
held in an Individual Retirement Account for the benefit of the spouse
of Mr. Henges, to which Mr. Henges has voting power; 3,600 shares held
in trust for six minor grandchildren of Mr. Henges, of which the spouse
of Mr. Henges is trustee and to which Mr. Henges has voting power.
Excluded also are 25,680 shares held in six separate trusts and 6,000
shares held in six separate irrevocable trusts all established for the
benefit of the grandchildren of Mr. Henges. Mr. Henges does not have
beneficial ownership or voting power over these shares, and thus they
have been excluded.
<F7> Includes 47,193 shares held in the name of Mr. Eichner in which he has
voting power and 20,000 shares held in Mr. Eichner's trust in which he
has voting power.
<F8> Excluded are 400 Stock Appreciation Rights ("SARs"). Under the SAR
Agreement, these could have a dilutive effect, as it is at the
discretion of the Company whether compensation will be given in the form
of cash or Common Stock. None of these SARs are vested and are
therefore excluded.
<F9> Excludes 23,980 shares held by two adult children of Mr. Cahn, as well
as 9,675 shares held by the son in law of Mr. Cahn. Includes 5,000
shares held in trust for the benefit of Mr. Cahn's spouse, to which Mr.
Cahn has voting power; and 71,967 shares held of record by Cahn Family
Partnership, L.P., to which Mr. Cahn has voting power.
<F10> Includes 28,358 shares held of record by Vasil's L.P., of which Mr.
Moskoff is the General Partner and has voting power; and 1 share held in
the name of Mr. Moskoff in which Mr. Moskoff has voting power.
<PAGE> 6
<F11> Includes 20 shares held in the name of Mr. Saur to which Mr. Saur has
voting power; and 38,980 shares held in a trust for the benefit of Mr.
Saur to which Mr. Saur has voting power.
<F12> Includes 8,580 shares held in an Individual Retirement Account for the
benefit of Mr. Warshaw, to which Mr. Warshaw has voting power; and 8,660
shares held in an Individual Retirement Account for the benefit of the
spouse of Mr. Warshaw, to which Mr. Warshaw has voting power; and 20
shares in the name of Mr. Warshaw to which Mr. Warshaw has voting power.
On January 1, 1999, Mr. Warshaw was granted one block of options (2,958
shares) and second block (4,509 shares) as a result of Enterbank
Holdings, Inc. referral relationship with Moneta Group, Inc. These
options are excluded as none are vested.
<F13> Mr. Warshaw, in addition to being a director of the Company, is a
principal at Moneta Group, Inc. The Company has a Customer Referral
Agreement with Moneta Group, Inc. whose principals may earn Enterbank
Holdings, Inc. stock options (right to purchase) by referring customers
to the Company.
<F14> Excluded are 1,600 Stock Appreciation Rights ("SARs"). Under the SAR
Agreement, these could have a dilutive effect, as it is at the
discretion of the Company whether compensation will be given in the form
of cash or Common Stock. None of these SARs are vested and are
therefore excluded.
<F15> Includes 650 shares held in a trust for the benefit of the spouse of Mr.
Wilhite of which the spouse of Mr. Wilhite is trustee, to which Mr.
Wilhite has voting power; 1 share in the name of Mr. Wilhite in which
Mr. Wilhite has voting power; 3,500 shares in Mr. Wilhite's trust in
which he has voting power; 1,000 shares held of record by the Wilhite
Family Partnership, L.P. to which Mr. Wilhite has voting power; and
5,570 shares held in an Individual Retirement Account for Mr. Wilhite in
which Mr. Wilhite has voting power.
<F16> Includes 845 shares held by Mr. Williams held in an Individual
Retirement Account for the benefit of Mr. Williams to which Mr. Williams
has voting power; 3,995 shares held in the name of Mr. Williams in which
Mr. Williams has voting power and 2,500 shares held in a joint trust
account with the spouse of Mr. Williams in which Mr. Williams has voting
power.
<F17> Includes 11,940 shares held jointly by Mr. Wetterau and his spouse.
<F18> Includes 25,672 shares held jointly by Mr. Mishler and his spouse; 2,631
shares held in an Individual Retirement Account for the benefit of Mr.
Mishler, to which Mr. Mishler has voting power and 1 share held in the
name of Mr. Mishler to which Mr. Mishler has voting power.
<F19> Includes 14,999 shares held in Mr. Graser's trust in which Mr. Graser
has voting power and 1 share in the name of Mr. Graser to which Mr.
Graser has voting power.
<F20> Includes 2,500 shares held in a trust of Mr. Leuck for the benefit of
Mr. Leuck to which Mr. Leuck has voting power; 2,500 shares held in a
trust of the spouse of Mr. Leuck, for the benefit of the spouse of Mr.
Leuck, to which Mr. Leuck has shared voting power; 1,590 shares held in
the Individual Retirement Account for the benefit of Mr. Leuck to which
Mr. Leuck has voting power; 1 share in the name of Mr. Leuck to which
Mr. Leuck has voting power.
<F21> Includes 8,815 shares held in the name of Mr. Vogel in which Mr. Vogel
has voting power; and 970 shares held in Mr. Vogel's Individual
Retirement Account in which Mr. Vogel has voting power.
<F22> Include 10,000 shares held jointly by Mr. Wagner and his spouse and
5,500 shares held in a trust for the benefit of Mr. Wagner's children
and other relatives. Mr. Wagner is a co-trustee and has voting power
and investment authority for this trust.
</TABLE>
SHAREHOLDER PROPOSALS
Shareholders are entitled to present proposals for action at a forthcoming
Shareholder's meeting if they comply with the requirements of the proxy
rules. Any proposals intended to be presented at the 2000 Annual Meeting of
Shareholders of the Company must be received at the Company's office on or
before October 25, 1999 in order to be considered for inclusion in the
Company's proxy statement and form of proxy relating to such meeting. The
attached proxy ballot grants the proxy holders discretionary authority to
vote on any matter raised at the Special Meeting of Shareholders. The
attached proxy ballot is not intended to replace or be in addition to
proposals submitted at the 2000 Annual Meeting of Shareholders of the
Company. The Proposed Amendment is also not intended to be included in the
Company's Annual Proxy Statement or in form of proxy relating to such
meeting. If the Company fails to receive notice of a proposal intended to
be included in the 2000 Annual Meeting of Shareholders by January 8, 2000,
the Company will not be required to provide any information about the nature
of such proposal in its proxy statement and the proposal will not be
submitted to Shareholders for approval at the 2000 Annual Meeting of
Shareholders of the Company as the Company will not have received proper
notice as required by the Company's Bylaws.
UPON THE WRITTEN REQUEST OF ANY RECORD OR BENEFICIAL OWNER OF COMMON STOCK OF
THE COMPANY WHOSE PROXY WAS SOLICITED IN CONNECTION WITH THE SPECIAL MEETING
OF SHAREHOLDERS, THE COMPANY WILL FURNISH SUCH OWNER WITHOUT CHARGE A COPY OF
ITS ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 1998.
REQUESTS FOR A COPY OF SUCH ANNUAL REPORT ON FORM 10-K SHOULD BE ADDRESSED TO
JAMES C. WAGNER, CHIEF FINANCIAL OFFICER, ENTERBANK HOLDINGS, INC. 150 NORTH
MERAMEC, CLAYTON, MISSOURI 63105.
By Order of the Board of Directors,
/s/ James C. Wagner
JAMES C. WAGNER
Secretary, Enterbank Holdings, Inc.
Dated: September 13, 1999
<PAGE> 7
ENTERBANK HOLDINGS, INC.
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS FOR USE AT THE SPECIAL
MEETING OF SHAREHOLDERS ON SEPTEMBER 29, 1999.
The undersigned Shareholder hereby appoints Fred H. Eller, Kevin C. Eichner,
Ronald E. Henges or any of them, with full power of substitution, to act as
proxy for, and to vote the stock of, the undersigned at the Special Meeting
of Shareholders of ENTERBANK HOLDINGS, INC. (the "Company") to be held on
September 29, 1999 and any adjournments thereof. The undersigned
acknowledges receipt of the notice of Special Meeting of Shareholders in the
proxy statement dated September 13, 1999 and ratifies and confirms that all
said proxies may lawfully do in the undersigned's name place and stead. The
undersigned instructs said proxies to vote as indicated hereon. PLEASE VOTE,
SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE.
1. Approve an Amendment to Article Four of the Certificate of
Incorporation of Enterbank Holdings, Inc. to increase the number of
authorized Common Shares from 3,500,000 to 20,000,000.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
2. Upon such matters as may properly come before the meeting or any
adjournment thereof.
THE PROXIES SHALL VOTE AS SPECIFIED ABOVE OR IF NO DIRECTION IS MADE, THIS
PROXY WILL BE VOTED "FOR" THE AMENDMENT TO THE CERTIFICATE OF INCORPORATION.
IF ANY OTHER MATTER NOT PROPOSED IS PROPERLY PRESENTED AT THE SPECIAL MEETING
OF SHAREHOLDERS, THE PROXIES NAMED HEREIN WILL VOTE ON SUCH MATTER IN THEIR
DISCRETION.
DATED:--------------------, 1999 (SIGNATURE)----------------------------
(SIGNATURE)----------------------------
(Shareholders should sign exactly as
name appears on stock. Where there is
more than one owner, each owner should
sign. Executors, Administrators,
Trustees and Others signing in a
representative capacity should so
indicate.)
