<PAGE> 1
================================================================================
SCHEDULE 14A
(RULE 14a)
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:
<TABLE>
<S> <C>
[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 sec.240.14a-11(c) or sec.240.14a-12
</TABLE>
CVF CORPORATION
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
XXXXXXXXXXXXXXXX
(NAME OF PERSON(S) FILING PROXY STATEMENT, IF OTHER THAN THE REGISTRANT)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies: .......
(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
CVF CORP.
300 International Drive, Suite 100
Williamsville, New York 14221
NOTICE OF
1997 ANNUAL STOCKHOLDERS' MEETING
To the Stockholders:
Notice is hereby given that the 1997 Annual Meeting of Stockholders
(the "Meeting"), of CVF Corp. (the "Company"), will be held at the Buffalo
Marriott Hotel, 1340 Millersport Highway, Amherst, New York (immediately north
of Route I-290), at 2:00 p.m., New York time, on August 21, 1997 for the
following purposes:
1. To elect three directors to serve until the next Annual Meeting
of Stockholders and until their successors are elected and
qualified;
2. To consider and take action on a proposal to amend the Company's
Articles of Incorporation to change the Company's name from CVF
Corp. to CVF Corporation; and
3. To consider and take action upon such other matters as may
properly come before the Meeting or any adjournment thereof.
Only stockholders of record at the close of business on July 22, 1997
are entitled to notice of and to vote at the Meeting or any adjournment thereof.
BY ORDER OF THE BOARD OF DIRECTORS
Robert A. Nally
Treasurer and Secretary
Date: ___________________, 1997
================================================================================
STOCKHOLDERS ARE URGED TO VOTE BY SIGNING, DATING AND RETURNING THE ENCLOSED
PROXY IN THE ENCLOSED ENVELOPE TO WHICH NO POSTAGE NEED BE AFFIXED IF MAILED IN
THE UNITED STATES.
================================================================================
<PAGE> 3
___________, 1997
CVF CORP.
300 International Drive, Suite 100
Williamsville, New York 14221
PROXY STATEMENT
FOR
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD AUGUST 21, 1997
The following information is furnished in connection with the Annual
Meeting of Stockholders (the "Meeting"), of CVF Corp. (the "Company"), to be
held on August 21, 1997 at 2:00 p.m., New York time, at the Buffalo Marriott
Hotel, 1340 Millersport Highway, Amherst, New York (immediately north of Route
I-290). A copy of the Company's Annual Report to Stockholders for the fiscal
period ended December 31, 1996 accompanies this Proxy Statement. Additional
copies of the Annual Report, Notice, Proxy Statement and form of proxy and a
copy of the Company's Statement on Form 10-SB/A, General Form for Registration
of Securities of Small Business Issuers under Section 12(b) or 12(g) of the
Securities Act of 1934, as amended (the "Exchange Act"), may be obtained from
the Company's Secretary, 300 International Drive, Suite 100, Williamsville, New
York 14221. This Proxy Statement, Annual Report and form of proxy will first be
sent to stockholders on or about ______________, 1997.
SOLICITATION AND REVOCABILITY OF PROXIES
The enclosed proxy for the Meeting is being solicited by the directors
of the Company. The proxy may be revoked by a stockholder at any time prior to
the exercise thereof by filing with the Secretary of the Company a written
revocation or duly executed proxy bearing a later date. The proxy may also be
revoked by a stockholder attending the Meeting, withdrawing such proxy and
voting in person. The cost of soliciting the proxies on the enclosed form will
be paid by the Company. In addition to the use of the mails, proxies may be
solicited by the directors and Company employees (who will receive no additional
compensation therefor) by means of personal interview, telephone or facsimile,
and it is anticipated that banks, brokerage houses and other institutions,
nominees or fiduciaries will be requested to forward the soliciting material to
their principals and to obtain authorization for the execution of proxies. The
Company may, upon request, reimburse banks, brokerage houses and other
institutions, nominees and fiduciaries for their expenses in forwarding proxy
material to their principals.
<PAGE> 4
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
The record date for determining shares of common stock, $0.001 par
value per share, of the Company ("Shares"), entitled to vote at the Meeting has
been fixed at the close of business on June 22, 1997. On such date there were
5,843,449 Shares outstanding, entitled to one vote each.
SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN BENEFICIAL OWNERS
- --------------------------------------------------------------
The following table sets forth the Shares beneficially owned, as of
June 30, 1997, by each director and executive officer of the Company. Unless
otherwise stated, each person has sole voting and investment power with respect
to the Shares set forth in the table. Additionally, to the best of the Company's
knowledge, no person or group (as those terms are used in Section 13(d)(3) of
the Exchange Act, beneficially owned, as of June 30, 1997, more than five
percent of the Shares outstanding, except as set forth in the following table.
Amount
Name and Address Beneficially Percent
of Beneficial Owner Owned of Class
- ------------------- ------------ ---------
Jeffrey I. Dreben 414,353(1) 7.14%
300 International Drive
Suite 100
Williamsville, New York 14221
Malcolm I. Gissing 413,782(2) 7.13%
1487 Lakeshore Road East
Oakville, Ontario L6J 1L9
George A. Khouri 0 0%
421 Field Point Road
Greenwich, Connecticut 06830
Robert A. Nally 414,353(1) 7.14%
189 Mary Street
Waterloo, Ontario N2J 1S1
Brant Investments Limited 541,650 9.33%
c/o Royal Trust Company - Pension Dept.
Royal Trust Tower, 7th Floor
77 King Street West
Toronto, Ontario M5W 1P9
Stepworth Holdings, Inc. 638,467 11.0%
1170 Rue Peel
Montreal, Quebec H3B 4P2
2
<PAGE> 5
Amount
Name and Address Beneficially Percent
of Beneficial Owner Owned of Class
- ------------------- ------------ ---------
The Canada Trust Company 610,750 10.52%
c/o Prudential Insurance Co. of America
200 Consilium Place, Ste. 500
Scarborough, Ontario M1H 3E6
Bansco Group 694,081 11.96%
c/o The Bank of Nova Scotia
Securities Department
Lower Concourse
Scotia Plaza
44 King Street West
Toronto, Ontario M5H 1H1
Royal Trust Corporation 359,200 6.18%
Pension Dept.
Royal Trust Tower, 7th Floor
Toronto, Ontario M5W 1P9
Montowr & Co. 299,174 5.16%
c/o Montreal Trust - Pension & Inv. Fund Service
Montreal Trust Tower, 8th Floor
15 King Street West
Toronto, Ontario M5H 1B4
Mutual Life Assurance Company of Canada 359,200 6.19%
227 King Street South
Waterloo, Ontario N2J 4C5
BCE Inc. 359,200 6.19%
c/o BCE Ventures
1000 Rue de la Gauchetiere West
Suite 3600
Montreal, Quebec H3B 4Y7
Directors and Officers as a 1,176,420 20.27%
Group (1)(2)(3)
- ----------
(1) A warrant (the "Warrant") for a total of 952,784 Shares is
held and is exercisable by Canadian Venture Founders
Management Limited ("CVF Management"). A portion
(approximately 22.43%) of the Shares (i.e., 213,709 Shares)
underlying the Warrant are attributed to each of Messrs.
Dreben and Nally because Mr. Dreben's wife and Mr. Nally's
wife each owns approximately 22.43% of the beneficial interest
in CVF Management. Each of Messrs. Dreben and Nally expressly
3
<PAGE> 6
disclaims beneficial ownership in the Shares, issuable upon
exercise of the Warrant.
(2) Attributed to Mr. Gissing in the table are 213,138 of the
Shares issuable upon exercise of the Warrant, because of Mr.
Gissing's ownership of approximately 22.37% of the beneficial
interest in CVF Management, holder of the Warrant.
(3) Includes 200,664 Shares owned by Mr. Nally's wife as to all of
which Mr. Nally disclaims beneficial ownership.
OPTIONS, WARRANTS AND RIGHTS
- ----------------------------
The following table sets forth, as of June 30, 1997, the
outstanding options and warrants issued by the Company:
<TABLE>
<CAPTION>
TITLE AND EXERCISE
NAME OF HOLDER AMOUNT OF SECURITIES PRICE DATE OF EXERCISE
- -------------- -------------------- ----- ----------------
<S> <C> <C> <C>
CVF Management(1) Warrant to acquire $3.05 Exercisable upon the
952,784 Shares(2) occurrence of certain
conditions until
September 20, 2000
<FN>
- ----------
(1) CVFLP's general partner. The Company acquired all of the assets of
CVFLP pursuant to an Asset Purchase Agreement dated August 20, 1995.
(2) 16.42% of the Shares outstanding as of June 30, 1997.
</TABLE>
4
<PAGE> 7
PROPOSAL NO. 1
ELECTION OF DIRECTORS
NOMINEES
- --------
In accordance with the Bylaws of the Company, the Board of Directors has by
resolution fixed the number of directors to be elected at the Meeting at three.
All three positions on the Board are to be filled by the affirmative vote of a
majority of the stockholders at the Meeting. Each person so elected shall serve
until the next Annual Meeting of Stockholders and until his successor is
elected and qualified.
The directors of the Company recommend a vote FOR the nominees listed
below. All nominees are currently serving as directors of the Company and were
elected directors at the 1996 Annual Meeting of Shareholders except Mr. Khouri
who was appointed a director in April 1997. As part of his retirement, Mr.
Gissing, presently a director of the Company, will not be standing for
reelection. Mr. P. Anthony Bordes, Jr. resigned from his positions as a
director and officer of the Company in November, 1996.
Unless instructed otherwise, proxies will be voted FOR the nominees
listed below. Although the directors do not contemplate that any of the nominees
will be unable to serve prior to the Meeting, if such a situation arises, the
enclosed proxy will be voted in accordance with the best judgment of the person
or persons voting the proxy.
The table below sets forth certain information regarding the nominees
for election to the Company's Board of Directors.
<TABLE>
<CAPTION>
Name, Position and Principal Occupation and Business
Tenure with the Company Age Experience for Past Five Years (1)
- ----------------------- --- ----------------------------------
<S> <C> <C>
Jeffrey I. Dreben 52 Director, Chairman, President and Chief Executive
Director, Chairman, President Officer of the Company since 1995; Director, Vice
and Chief Executive Officer President and Treasurer of CVF Management from
since 1995 1989 to 1995.
Robert A. Nally 49 Director and Consultant of the Company since 1995
Director and Consultant since and Treasurer and Secretary of the Company since
1995, Treasurer and Secretary 1997; Vice President and Secretary of CVF
since 1997 Management from 1989 to 1995.
George A. Khouri 50 Director and Special Consultant of the Company since
Director and Special Consultant 1997; Managing Director-Capital Markets for
since 1997 Nomura Securities International Inc. from 1995 to
1997; Vice President of Trigon Group (an investment
banking boutique) from 1992 to 1995; Managing
Director of Prudential Bache Capital Partners until
1992.
</TABLE>
5
<PAGE> 8
- ----------
(1) Unless otherwise stated, each nominee has held the position indicated
for at least the past five years.
OTHER DIRECTORSHIPS AND TRUSTEESHIPS
- ------------------------------------
No members of the Board of Directors, except Mr. Nally, serve on the
Boards of Directors or the Boards of Trustees of any other publicly-held
companies. Mr. Nally serves on the Boards of Directors of Virtek Holding Inc.
and Mindflight Corporation, both of which are publicly-held Canadian
corporations. The Company has no investment or other financial interest in
either of these corporations.
COMMITTEES AND MEETING DATA
- ---------------------------
The Company does not have any committees. During the year ended
December 31, 1996, the full Board of Directors met on four occasions. Each
director attended all (100%) of the meetings of the Board except Mr. P. Anthony
Bordes, Jr. who attended less than 75% of the Board meetings.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
- -------------------------------------------------------
Section 16(a) of the Exchange Act requires that directors, officers and
more than 10 percent stockholders of the Company file reports with the SEC
within the first 10 days of the month following any purchase or sale of Shares.
During 1996, when the Company was not registered under the Exchange Act, no
officer or director of the Company was required to file a report under Section
16(a) with respect to the Company's Securities.
EXECUTIVE OFFICERS
- ------------------
The following is a list of the Company's executive officers. Mr. P.
Anthony Bordes, Jr. resigned from his position as Treasurer and Secretary of the
Company in November, 1996.
6
<PAGE> 9
Name, Position and Principal Occupation and Business
Tenure with the Company Age Experience for Past Five Years
- ----------------------- --- ------------------------------
Jeffrey I. Dreben 52 See table under "Nominees."
Chairman, President and Chief
Executive Officer
since 1995
49 See table under "Nominees."
Robert A. Nally
Treasurer and Secretary
since 1997
EXECUTIVE COMPENSATION
- ----------------------
The following table summarizes, for the fiscal years ended December 31,
1996 and 1995, the amount of the compensation paid by the Company to its Chief
Executive Officer. No other executive officer received cash compensation during
the year ended December 31, 1996 which exceeded $100,000. Mr. Dreben became an
executive officer of the Company in 1995.
Annual
Compensation
-------------------
Name and Principal
Position Year Salary
------------------------ ---- ---------
Jeffrey I. Dreben 1996 $102,765
Chairman, President and 1995 $ 26,273(1)
Chief Executive Officer
- -----------------
(1) Paid in Canadian currency but translated in the table to U.S. currency
based on the exchange rate of Canadian $1.00 = U.S. $0.7298 on July
11, 1997.
Option Grants and Exercises. No options for Shares were granted to Mr.
Dreben during the years ended December 31, 1996 and December 31, 1995. In
addition, Mr. Dreben did not exercise any options for Shares during the years
ended December 31, 1996 and December 31, 1995.
7
<PAGE> 10
Directors' Fees. The Company does not currently pay any additional fees
to the directors who are also officers of or consultants to the Company. For the
two-month period in 1997 when George Khouri was rendering consulting services
under his first consulting agreement with the Company, he received, in addition
to consulting fees of $750 per day, director fees of $1,000 per month. See
"Certain Transactions and Relationships."
CERTAIN TRANSACTIONS AND RELATIONSHIPS
- --------------------------------------
Transactions with CVF, Inc. Pursuant to a stock purchase agreement dated
February 5, 1997, the Company repurchased 601,932 Shares from CVF, Inc. for an
aggregate purchase price of $10.00. The shareholders of CVF, Inc. at that time
included Messrs. Dreben and Nally, current directors and nominees for directors
of the Company, and Mr. Gissing, a director of the Company. Also on February 5,
1997, the Company issued options to purchase an aggregate of 601,932 Shares for
$.05 per Share to Messrs. Dreben, Nally and Gissing. The transactions of
February 5, 1997 were structured to be a like-kind exchange with no effect on
earnings. On May 30, 1997, these options were exercised.
Service Agreement with D and N Consulting Corporation. The Company
entered into a Service Agreement dated February 10, 1997 with D and N
Consulting Corporation ("D and N"), identical to its agreement the Company
formerly had with CVF, Inc., the predecessor to D and N, pursuant to which D
and N would provide a variety of administrative, managerial and clerical
services to the Company. Under the Service Agreement, D and N would be
responsible for all administrative requirements of the Company, including, but
not limited to, maintaining the books of the Company, preparing periodic
reports to the Board of Directors of the Company and providing office
facilities and travel expenses. In return for the above services, D and N is to
be paid a service fee based on an annual budget prepared by D and N and
approved by the Board of Directors of the Company. Messrs. Dreben and Nally are
each officers and 50% shareholders of D and N. D and N and the Company have
mutually agreed to defer operation of the Service Agreement. Instead, the
services continue to be provided by officers, employees and consultants of the
Company, and the Company has neither paid nor accrued service fees under the
Service Agreement.
Consulting Arrangement with Mr. Khouri. Pursuant to an Independent
Consultant Agreement, for the months of April and May 1997, Mr. Khouri, a
nominee for director of the Company, provided the Company with consulting
services, as well as services as a director, in exchange for which Mr. Khouri
received consulting fees of $750 per day and director fees of $1,000 per month.
Effective June 1, the Company reached a new agreement with Mr. Khouri pursuant
to which Mr. Khouri will provide the Company with consulting services and
report directly to the President of the Company in exchange for which Mr.
Khouri will receive $10,500 per month and no additional fees as a director for
a one-year term which is renewable if mutually agreed to by the parties. The
parties intend to execute a written agreement to the same effect. This
consulting agreement may be terminated by either party upon 90 days notice of
the intent to so terminate. Upon termination, Mr. Khouri will resign as a
director. Periodically, the President of the Company will review Mr. Khouri's
performance and determine whether to continue Mr. Khouri's consulting
arrangement. Also,
8
<PAGE> 11
after each one-year term, the Board of Directors of the Company will review Mr.
Khouri's performance and the recommendation of the President and, may, in their
sole discretion, grant Mr. Khouri an option to purchase up to 45,000 Shares.
Additionally, Mr. Khouri will automatically receive options to purchase 45,000
Shares, one quarter of which (options to purchase 11,250 Shares) will vest
every three-month period effective June 1, 1997 and all of such options will
have an exercise price of $5.00 per Share.
Consulting Arrangement with Mr. Nally. The Company has an oral
understanding with Mr. Nally, a director, nominee for director and an officer of
the Company, pursuant to which Mr. Nally provides the Company with certain
consulting services, particularly with respect to technology management, in
exchange for which Mr. Nally receives compensation as determined by the Board of
Directors. The parties intend to execute a written agreement to the same effect.
In 1996, Mr. Nally received $80,543 for his services as a consultant to the
Company.
Consulting Arrangement with Mr. Gissing. The Company has an oral
understanding with Mr. Gissing, a current director of the Company, pursuant to
which Mr. Gissing provides the Company with certain consulting services and
sits on the Boards of certain companies affiliated with the Company in exchange
for which Mr. Gissing receives $6,000 Canadian dollars (approximately $4,379
U.S. dollars based on the exchange rate of Canadian $1.00 = U.S. $.7298 on July
11, 1997) per month.
9
<PAGE> 12
PROPOSAL NO. 2
AMENDMENT TO THE ARTICLES OF INCORPORATION
TO CHANGE THE COMPANY'S NAME
At the Meeting, stockholders of the Company will be asked to vote on a
proposal to consider and take action on a proposal to amend the Company's
Articles of Incorporation to change the name of the Company from CVF Corp. to
CVF Corporation. The affirmative vote of at least a majority of Shares
outstanding and entitled to vote is required to approve and adopt the amendment
to the Articles of Incorporation. The management of the Company believes the
name change is desirable to avoid confusion and errors resulting from the
assumption of some persons that the use of "Corp." is simply an informal
abbreviation and that "Corporation" is the correct last word of the Company's
name. The Board of Directors recommends a vote FOR approval of the amendment.
Unless otherwise instructed, proxies will be voted FOR approval of the amendment
to change the Company's name to CVF Corporation.
If the name change is approved, stockholders may retain their existing
stock certificates, as there is no need to exchange them for new certificates.
PROPOSAL NO. 3
OTHER MATTERS
So far as management of the Company is aware, no matters other than
those outlined in this Proxy Statement will be presented to the Meeting for
action on the part of the stockholders. If any other matters are properly
brought before the Meeting, it is the intention of the persons named in the
accompanying proxy to vote thereon the Shares to which the proxy relates in
accordance with their best judgment.
INDEPENDENT ACCOUNTANTS
Feldman Radin & Co., P.C., an affiliate of DFK International, has
audited the accounts of the Company since 1995. A representative of Feldman
Radin & Co., P.C. is expected to be present at the Meeting and will have an
opportunity to make a statement, if he so desires, and will be available to
respond to appropriate questions.
10
<PAGE> 13
STOCKHOLDER PROPOSALS
Stockholder proposals must be received at the Company's offices no
later than _____________, 1998 in order to be considered for inclusion in the
Company's proxy materials for the 1998 Annual Meeting of Stockholders.
BY ORDER OF THE BOARD OF DIRECTORS
Robert A. Nally
Treasurer and Secretary
Williamsville, New York
11
<PAGE> 14
CVF Corp. PROXY
300 International Drive, Suite 100
Williamsville, New York 14221
THIS PROXY IS SOLICITED ON
BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Jeffrey I. Dreben and Robert A. Nally, and each
or either of them, Proxies for the undersigned, with full power of substitution,
to vote all shares of common stock, $0.001 par value per share ("Shares") of CVF
Corp. (the "Company") which the undersigned would be entitled to vote at the
Annual Meeting of Stockholders (the "Meeting") to be held at the Buffalo
Marriott Hotel, 1340 Millersport Highway, Amherst, New York on August 21, 1997,
at 2:00 p.m., New York time, and directs that the Shares represented by this
Proxy shall be voted as indicated below:
1. ELECTION OF DIRECTORS
[ ] FOR all nominees listed [ ] WITHHOLD AUTHORITY
below (EXCEPT AS MARKED to vote for all
TO THE CONTRARY BELOW) nominees listed below
INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE,
STRIKE A LINE THROUGH HIS NAME IN THE LIST BELOW:
Jeffrey I. Dreben; Robert A. Nally; and George A. Khouri.
2. AMENDMENT TO THE ARTICLES OF INCORPORATION
Proposal to amend the Company's Articles of Incorporation to
change the Company's name from CVF Corp. to CVF Corporation.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
3. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the Meeting or any adjournment
thereof.
FRONT
-----
<PAGE> 15
THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS DIRECTED BY THE
STOCKHOLDER. THE BOARD OF DIRECTORS FAVORS A VOTE FOR PROPOSALS 1 AND 2. IF NO
DIRECTION IS MADE, THE PROXY WILL BE VOTED FOR PROPOSALS 1 AND 2 ABOVE AND WILL
BE VOTED IN THE DISCRETION OF THE PROXIES NAMED HEREIN WITH RESPECT TO ANY
MATTER REFERRED TO IN 3 ABOVE. YOU ARE ENCOURAGED TO SPECIFY YOUR CHOICES BY
MARKING THE APPROPRIATE BOXES, BUT YOU NEED NOT MARK ANY BOXES IF YOU WISH TO
VOTE IN ACCORDANCE WITH THE BOARD OF DIRECTORS' RECOMMENDATIONS. THE PROXIES
CANNOT VOTE YOUR SHARES UNLESS YOU SIGN AND RETURN THIS CARD.
Dated: _______________________, 1997
PLEASE SIGN EXACTLY AS NAME(S)
APPEAR ON STOCK CERTIFICATE(S). A
corporation is requested to sign its
name by its President or other
authorized officer, with the office
held so designated. A partnership
should sign in the partnership name
by an authorized person. Executors,
administrators, trustees, guardians
and corporate officers are requested
to indicate the capacity in which
they are signing. JOINT TENANTS
SHOULD BOTH SIGN.
-----------------------------------
-----------------------------------
(Signature of Stockholder(s))
PLEASE SIGN, DATE AND RETURN THIS PROXY CARD IN THE
ENCLOSED ENVELOPE, WHICH REQUIRES NO POSTAGE
IF MAILED IN THE UNITED STATES.
BACK
----
