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
Filed by the Registrant [ ]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, For Use of the
[X] Definitive Proxy Statement Commission Only (as permitted by
[ ] Definitive Additional Materials Rule 14a-6(e)(2))
[ ] Soliciting Material Pursuant to
Section 240.14a-11(c) or Section 240.14a-12
Impac Commercial Holdings, Inc.
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(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)(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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IMPAC COMMERCIAL HOLDINGS, INC.
1301 Avenue of the Americas, 42nd Floor
New York, New York 10019
April 20, 2000
Dear Stockholder:
The annual meeting of stockholders of Impac Commercial Holdings, Inc.
will be held at 8:30 a.m., New York City time, on Wednesday, May 24, 2000,
at the offices of Skadden, Arps, Slate, Meagher & Flom LLP, Four Times
Square, Room 37D, New York, New York 10036.
The attached Proxy Statement describes in detail the matters expected
to be acted upon at the annual meeting, including the election of our Board
of Directors. We will also report on the Company's progress and respond to
questions you may have about the Company's business.
Whether or not you plan to attend, it is important that your shares
be represented and voted at the annual meeting.
We look forward to seeing you at the annual meeting.
Sincerely,
Wesley R. Edens
Chairman and Chief Executive Officer
IMPAC COMMERCIAL HOLDINGS, INC.
1301 Avenue of the Americas, 42nd Floor
New York, New York 10019
April 20, 2000
NOTICE OF 2000 ANNUAL MEETING OF STOCKHOLDERS
To the Stockholders of Impac Commercial Holdings, Inc.:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders (the
"Annual Meeting") of IMPAC COMMERCIAL HOLDINGS, INC., a Maryland
corporation (the "Company"), will be held at 8:30 a.m., New York City time,
on Wednesday, May 24, 2000, at the offices of Skadden, Arps, Slate, Meagher
& Flom LLP, Four Times Square, Room 37D, New York, New York 10036, for the
following purposes:
(1) to elect the following five directors to serve on the Board of
Directors of the Company until the next annual meeting of
stockholders and thereafter until their successors are duly
elected and qualify: Wesley R. Edens, Robert I. Kauffman,
Christopher W. Mahowald, Joseph R. Tomkinson and Frank P.
Filipps; and
(2) to transact such other business as may properly come before the
Annual Meeting or any adjournment or postponement thereof.
The foregoing items of business are more fully described in the Proxy
Statement accompanying this Notice.
The Board of Directors of the Company has fixed the close of business
on April 10, 2000 as the record date for the determination of stockholders
entitled to notice of and to vote at the Annual Meeting and any adjournment
or postponement thereof.
WHETHER OR NOT YOU EXPECT TO ATTEND THE ANNUAL MEETING, PLEASE
COMPLETE, DATE, SIGN AND RETURN THE ENCLOSED PROXY AS PROMPTLY AS POSSIBLE
IN ORDER TO ENSURE YOUR REPRESENTATION AT THE ANNUAL MEETING. EVEN IF YOU
HAVE GIVEN YOUR PROXY, YOU MAY STILL VOTE IN PERSON IF YOU ATTEND THE
ANNUAL MEETING. PLEASE NOTE, HOWEVER, THAT IF YOUR SHARES ARE HELD OF
RECORD BY A BROKER, BANK OR OTHER NOMINEE AND YOU WISH TO VOTE AT THE
ANNUAL MEETING, YOU MUST OBTAIN FROM THE RECORD HOLDER A PROXY ISSUED IN
YOUR NAME.
By Order of the Board of Directors,
Randal A. Nardone
Secretary
IMPAC COMMERCIAL HOLDINGS, INC.
1301 Avenue of the Americas, 42nd Floor
New York, New York 10019
PROXY STATEMENT
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This Proxy Statement is furnished to stockholders of Impac Commercial
Holdings, Inc., a Maryland corporation (the "Company" or "ICH"), in
connection with the solicitation of proxies in the form enclosed herewith
for use at the Annual Meeting of Stockholders of the Company (the "Annual
Meeting"), to be held at 8:30 a.m., New York City time, on Wednesday, May
24, 2000, at the offices of Skadden, Arps, Slate, Meagher & Flom LLP, Four
Times Square, Room 37D, New York, New York 10036. This Proxy Statement and
the enclosed proxy were first mailed on April 20, 2000 to holders of record
of the Company's common stock, $.01 par value per share (the "Common
Stock"). The Company's principal executive office is located at 1301 Avenue
of the Americas, 42nd Floor, New York, New York 10019.
The Company's Annual Report to Stockholders for the year ended
December 31, 1999 is concurrently being provided to each stockholder and is
enclosed herewith.
STOCKHOLDERS ENTITLED TO VOTE
Holders of record of the Company's Common Stock at the close of
business on April 10, 2000 (the "Record Date") will be entitled to vote at
the Annual Meeting. There were 8,418,200 shares of Common Stock outstanding
at the Record Date. Each share of Common Stock is entitled to one vote.
HOW TO VOTE
Please mark your proxy, date and sign it, and return it in the
postage-paid envelope provided. If the envelope is missing, please address
your completed proxy card to Boston Equiserve L.P., Shareholder Services,
150 Royall Street, Canton, Massachusetts 02021.
VOTING AT THE ANNUAL MEETING
Voting now by proxy will not affect your ability to vote in person if
you decide to attend the Annual Meeting. If your shares are held in the
name of a bank, broker or other holder of record, you must obtain a proxy,
executed in your favor, from the holder of record to be able to vote at the
Annual Meeting.
All shares as to which a proxy has been properly submitted and not
revoked will be voted at the Annual Meeting. If you sign and return your
proxy card but do not give voting instructions, the shares represented by
that proxy will be voted "FOR" the election of the five nominees for
director named herein.
REVOCATION OF PROXIES
Any given proxy may be revoked at any time prior to its exercise by
notifying the Secretary of the Company in writing of such revocation, by
duly executing and delivering another proxy bearing a later date or by
attending and voting in person at the Annual Meeting.
VOTING ON OTHER MATTERS
If any other matters are properly presented at the Annual Meeting for
consideration, the persons named in the proxy will have the discretion to
vote on those matters for you. At the date this Proxy Statement went to
press, the Company did not know of any other matter to be raised at the
Annual Meeting.
REQUIRED VOTE
The presence, in person or by proxy, of the holders of a majority of
the votes entitled to be cast by the stockholders entitled to vote at the
Annual Meeting is necessary to constitute a quorum. Abstentions and broker
"non- votes" are counted as present and entitled to vote for purposes of
determining a quorum. A broker "non-vote" occurs when a nominee holding
shares for a beneficial owner does not vote on a particular proposal
because the nominee does not have discretionary voting power for that
particular item and has not received instructions from the beneficial
owner.
A plurality of the votes cast is required for the election of
directors. Abstentions and broker "non-votes" are not counted for purposes
of the election of directors.
COST OF PROXY SOLICITATION
This solicitation is made on behalf of the Board of Directors and
management of the Company. The cost of soliciting proxies has been or will
be borne by the Company. Solicitation will be made by mail, electronic
transmission, facsimile transmission or personally by officers and other
employees of the Company who will not receive additional compensation for
such solicitation. In addition, arrangements will be made with brokerage
houses and other custodians, nominees and fiduciaries to send proxies and
proxy materials to their principals, and the Company may reimburse them for
any attendant expenses. The Company does not plan to engage a third party
to solicit proxies.
ITEM 1
ELECTION OF DIRECTORS
The Company's Directors are elected annually to serve until the
Company's next annual meeting of stockholders and thereafter until their
successors are duly elected and qualify. The Company's Amended and Restated
Articles of Incorporation, as amended (the "Charter"), and Bylaws currently
provide for a Board of Directors with a maximum of fifteen members and a
minimum of not less than the minimum number of directors required by
Maryland law. The Company's Bylaws give the Board the authority to
establish, increase or decrease the number of directors. The size of the
Company's Board is currently set at five. No proxy will be voted for more
than five nominees for Director.
The Company is advised that all of the nominees have indicated their
availability and willingness to serve if elected. In the event that any
nominee becomes unavailable or unable to serve as a Director of the Company
prior to the voting, the proxy holders will refrain from voting for the
unavailable nominee or will vote for a substitute nominee in the exercise
of their best judgment.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR
THE ELECTION OF THE FOLLOWING NOMINEES AS DIRECTORS.
INFORMATION CONCERNING DIRECTOR NOMINEES
The following table sets forth the name, age and position with the
Company of each nominee for Director of the Company:
NAME AGE POSITION
---- --- --------
Wesley R. Edens(1)............. 38 Chairman of the Board and Chief
Executive Officer
Robert I. Kauffman............. 36 President and Director
Christopher W. Mahowald(1)(2).. 38 Director
Joseph R. Tomkinson(1)(2)...... 52 Director
Frank P. Filipps (2)........... 52 Director
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(1) Member of the Audit Committee
(2) Unaffiliated Director
MR. EDENS has been the Chairman of the Board and Chief Executive
Officer of ICH since May 1999 and has been the Chief Executive Officer of
Fortress Investment Group, LLC and Fortress Investment Corp., as well as
the Chairman of the Board of Fortress Investment Group, since their
formation in April 1998. Previously, Mr. Edens was the head of the Global
Principal Finance Group at Union Bank of Switzerland as well as Managing
Director of Union Bank of Switzerland between May 1997 and May 1998. From
October 1993 to May 1997, Mr. Edens was a partner and Managing Director of
BlackRock Financial Management, Inc. and the Chief Operating Officer of
BlackRock Asset Investors, a real estate investment fund. In addition, Mr.
Edens was formerly a partner and Managing Director of Lehman Brothers, an
investment banking firm. Mr. Edens is also a Director of Capstead Mortgage
Corporation, a real estate investment trust.
MR. FILIPPS has been a Director of ICH since February 1997. Mr.
Filipps was elected President of CMAC Investment Corp. and Chairman,
President and Chief Executive Officer of Commonwealth Mortgage Assurance
Company in January 1995. In May 1995, Mr. Filipps was elected a Director of
CMAC Investment Corp. and in January 1996, he was elected Chief Executive
Officer of CMAC Investment Corp. Mr. Filipps joined Commonwealth Mortgage
in 1992 as Senior Vice President and Chief Financial Officer, where he was
responsible for the company's financial, investment and data processing
operations, as well as the legal and human resources functions. In 1994,
Mr. Filipps was promoted to Executive Vice President and Chief Operating
Officer for both CMAC Investment Corp. and Commonwealth Mortgage, where his
additional responsibilities included the company's sales, marketing,
underwriting and risk management operations.
MR. KAUFFMAN has been the President and a Director of ICH since May
1999, and has been the President of Fortress Investment Group and Fortress
Investment Corp., and a member of the Board of Directors of Fortress
Investment Corp., since April 1998. Previously, Mr. Kauffman was the head
of the acquisitions and risk management department of Global Principal
Finance of Union Bank of Switzerland, as well as a Managing Director of
Union Bank of Switzerland between May 1997 and May 1998. Prior to joining
Global Principal Finance in 1997, Mr. Kauffman was a principal of BlackRock
Financial Management, and a Managing Director of BlackRock Asset Investors
from April 1994 to May 1997. Prior to joining BlackRock Financial
Management, Mr. Kauffman was the Executive Director of Lehman Brothers
International. Mr. Kauffman is also a Director of Capstead Mortgage
Corporation, a real estate investment trust.
MR. MAHOWALD has been a Director of ICH since May 1999. Mr. Mahowald
is the President of EFO Realty and Vice President of EFO Holdings, Inc.
During the six years prior to forming EFO Realty in January 1997, Mr.
Mahowald was a partner in the Robert M. Bass Group where he was a founding
principal of the Brazos Fund, a real estate private equity fund, and Colony
Capital, a major buyer of distressed mortgages from the Resolution Trust
Company. Prior to joining the Bass Group, he was a principal for the
Trammell Crow Company, where he developed and leased industrial real estate
projects.
MR. TOMKINSON has been a Director of ICH since its formation in 1997.
Mr. Tomkinson was Chairman of the Board and Chief Executive Officer of ICH
from its formation in 1997 until May 1999. Mr. Tomkinson has been the Vice
Chairman of the Board and Chief Executive Officer of Impac Mortgage
Holdings, Inc., a former affiliate of ICH ("IMH"), and Chairman of the
Board and Chief Executive Officer of Impac Funding Corporation, a former
affiliate of ICH that conducted IMH's conduit operations ("IFC"), and Impac
Warehouse Lending Group, Inc. since August 1995. In April 1998, he became
Chairman of the Board of IMH. Mr. Tomkinson served as President and Chief
Operating Officer of Imperial Credit Industries, Inc. from January 1992 to
February 1996 and, from 1986 to January 1992, he was President of Imperial
Bank Mortgage, a subsidiary of Imperial Bank, one of the companies that
combined to become Imperial Credit Industries in 1992. Mr. Tomkinson has
been a Director of Imperial Credit Industries since December 1991. Mr.
Tomkinson is also Director of BNC Mortgage, Inc.
There are no family relationships between any of the Directors or
Executive Officers of the Company.
COMPENSATION OF DIRECTORS
All Directors are elected at each annual meeting of the Company's
stockholders for a term of one year, and hold office until their successors
are duly elected and qualify. Any vacancy on the Board of Directors for any
cause other than an increase in the number of Directors may be filled by a
majority of the remaining Directors. Replacements for vacancies occurring
among the unaffiliated Directors (the "Unaffiliated Directors") will be
elected by a majority vote of the remaining Directors, including a majority
of the Unaffiliated Directors. The Company pays an annual Director's fee of
$20,000 to each Unaffiliated Director and reimburses such Unaffiliated
Director's costs and expenses for attending such meetings.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth the beneficial ownership, reported to
ICH as of April 10, 2000, of ICH Common Stock, including shares as to which
a right to acquire ownership exists, of: (i) each person known by ICH to be
the record or beneficial owner of 5% or more of the outstanding ICH Common
Stock; (ii) each Director of ICH; (iii) each Executive Officer of ICH; and
(iv) all Directors and Executive Officers of ICH as a group. Unless
otherwise indicated in the footnotes to the table, the beneficial owners
named have, to the knowledge of ICH, sole voting and investment power with
respect to the shares beneficially owned, subject to community property
laws where applicable.
AMOUNT
NAME OF BENEFICIAL OWNER BENEFICIALLY OWNED PERCENTAGE OF CLASS
------------------------ ------------------ -------------------
Fortress Partners, L.P. 2,516,035(1) 25.0
James and Nancy Grosfeld 824,500(2) 9.8
Apex Mortgage Capital, Inc. 627,300(3) 7.5
Wesley R. Edens 0(4) 0
Robert I. Kauffman 0(4) 0
Gregory F. Hughes 0(4) 0
Randal A. Nardone 0(4) 0
Erik P. Nygaard 0(4) 0
Christopher W. Mahowald 0 0
Joseph R. Tomkinson 134,617(5) 1.6
Frank P. Filipps 32,000(6) *
All directors and executive
officers as a group
(8 persons) 166,617(4)(7) 2.0
- -------------------
* Less than 1%.
(1) Represents 832,400 shares of ICH Common Stock owned by FIC
Management, Inc., an affiliate of Fortress Partners, L.P., as to
which Fortress Partners, L.P. may be deemed to be the beneficial
owner, and 1,683,635 shares of ICH Common Stock issuable upon
conversion of the 479,999 shares of ICH Series B Preferred Stock held
by Fortress Partners, L.P. The sole general partner of Fortress
Partners, L.P. is Fortress Investment Corp. The address of Fortress
Partners, L.P. and FIC Management, Inc. is 1301 Avenue of the
Americas, 42nd Floor, New York, New York 10019.
(2) Based on an amendment to Schedule 13G filed by James and Nancy
Grosfeld on November 1, 1999. The Grosfelds' address is 20500 Civic
Center Drive, Suite 3000, Southfield, Michigan 48076. The Grosfelds
share voting and dispositive power as to the shares reported.
(3) Based on an amendment to Schedule 13D filed by Apex Mortgage Capital,
Inc., The TCW Group, Inc., and Robert A. Day on February 3, 2000. The
address of Apex Mortgage, TCW Group and Mr. Day is 865 South Figueroa
Street, Suite 1800, Los Angeles, California 90017. The 627,300 shares
listed as owned by Apex Mortgage include 249,000 shares owned
directly by Apex Mortgage, 366,300 shares owned indirectly by TCW
Group through its wholly owned subsidiary, TCW Asset Management
Company, and 12,000 shares owned by Daniel K. Osborne, the Executive
Vice President, Chief Operating Officer and Chief Financial Officer
of Apex Mortgage. Apex Mortgage and TCW Group claim shared voting and
dispositive power and Mr. Day claims sole voting and dispositive
power with respect to the shares listed as owned by Apex Mortgage.
Although Apex Mortgage and TCW Group acknowledge that they may be
deemed to be a "group" for purposes of Rule 13d-5 under the Exchange
Act, each of Apex Mortgage, TCW Asset Management and Mr. Osborne
disclaim membership in any such group as well as beneficial ownership
of shares held by any other affiliated entity or person. In its
Schedule 13D filing, Apex Mortgage has indicated that it has acquired
the shares listed as owned by it in furtherance of its intention to
acquire control of ICH.
(4) As a result of their positions as Directors and/or Executive Officers
of Fortress Investment Corp., the sole general partner of Fortress
Partners, L.P. and FIC Management, Inc., Messrs. Edens, Kauffman,
Hughes, Nardone and Nygaard may be deemed to be the beneficial owners
of the 479,999 shares of ICH Series B 8.5% Cumulative Convertible
Preferred Stock held by Fortress Partners, L.P., the 1,683,635 shares
of ICH Common Stock into which those shares are convertible and the
832,400 shares of ICH Common Stock owned by FIC Management, Inc.,
Messrs. Edens, Kauffman, Hughes, Nardone and Nygaard disclaim
beneficial ownership of such shares.
(5) Includes options to purchase 16,667 shares of ICH Common Stock which
are currently exercisable and 7,500 shares held in a trust of which
Mr. Tomkinson is trustee.
(6) Includes options to purchase 20,000 shares of ICH Common Stock which
are currently exercisable.
(7) Includes options to purchase a total of 36,667 shares of ICH Common
Stock which are currently exercisable.
COMMITTEES AND ATTENDANCE AT BOARD MEETINGS
The Company's Board of Directors has one standing committee: an Audit
Committee. The Board of Directors does not presently have a compensation
committee or a nominating committee. The functions generally performed by a
compensation committee and nominating committee are performed by the
Company's Board of Directors as a whole.
The Audit Committee reviews (i) the scope of auditing activities
performed by the Company's independent accountants, (ii) the Company's
investment securities policies and procedures and (iii) cash management
procedures and controls. The Audit Committee is presently composed of
Messrs. Edens, Mahowald and Tomkinson.
Messrs. Edens, Kauffman and Mahowald were appointed to the Company's
Board of Directors in May 1999. Messrs. Tomkinson and Filipps have been
Directors of the Company since 1997. The Board of Directors met 14 times
during 1999. For the period from May 5, 1999, the date on which the Board
of Directors was reconstituted, through December 31, 1999, the Audit
Committee did not hold any meetings. No person who was a Director in 1999
attended fewer than 92.9% of the aggregate number of all meetings held by
the Board of Directors.
EXECUTIVE OFFICERS
The following table sets forth certain information with respect to
the Executive Officers of the Company who are not also Directors. For
information concerning Messrs. Edens and Kauffman, each of whom is a
Director as well as an Executive Officer of the Company, see "Election of
Directors - Information Concerning Director Nominees."
NAME AGE POSITION
---- --- --------
Randal A. Nardone......... 44 Chief Operating Officer and Secretary
Erik P. Nygaard........... 40 Chief Information Officer and Treasurer
Gregory F. Hughes......... 36 Chief Financial Officer
MR. NARDONE has been the Chief Operating Officer and Secretary of ICH
since May 1999. Mr. Nardone has also served as the Chief Operating Officer
and Secretary of Fortress Investment Group LLC and Fortress Investment
Corp. since inception in April 1998. Mr. Nardone was previously the head of
the structured finance and contract finance departments of Global Principal
Finance as well as a Managing Director of Union Bank of Switzerland from
May 1997 to May 1998. Prior to joining Global Principal Finance in 1997,
Mr. Nardone was a principal of BlackRock Financial Management, Inc. and
Managing Director of BlackRock Asset Investors and BlackRock Capital
Finance, L.P. from June 1995 to May 1997, where he also ran the structured
finance and contract finance groups.
MR. NYGAARD has been the Chief Information Officer and Treasurer of
ICH since May 1999. Mr. Nygaard has served as the Chief Information Officer
and Treasurer of Fortress Investment Group LLC and Fortress Investment
Corp. since inception in April 1998. Mr. Nygaard was previously the head of
the financial engineering department of Global Principal Finance as well as
a Managing Director of Union Bank of Switzerland from May 1997 to May 1998.
Prior to joining Global Principal Finance, Mr. Nygaard was a principal of
BlackRock Financial Management, Inc. and Managing Director of BlackRock
Asset Investors and BlackRock Capital Finance, L.P. from September 1994 to
May 1997.
MR. HUGHES has been the Chief Financial Officer of ICH, Fortress
Investment Group LLC and Fortress Investment Corp. since August 1999. From
1997 to 1999, Mr. Hughes was the Chief Financial Officer for Wellsford Real
Properties, Inc., a real estate merchant banking firm which acquires,
finances, develops and operates real properties and organizes and invests
in private and public real estate companies. From 1993 to 1997, Mr. Hughes
served as the Chief Financial Officer for Wellsford Residential Property
Trust, a real estate investment trust.
COMPENSATION OF EXECUTIVE OFFICERS
GENERAL
As an externally managed real estate investment trust, the Company
does not directly provide cash compensation to its Executive Officers for
their services. Rather, all such compensation is paid by ICH's manager or
its affiliates. In May 1999, in exchange for cash consideration in the
aggregate amount of $6.0 million, FIC Management, Inc. ("FIC Management"),
an affiliate of Fortress Partners, L.P. ("Fortress Partners"), acquired all
of the rights and interests of RAI Advisors, LLC ("RAI Advisors"), the
Company's former manager, under the management agreement between the
Company and RAI Advisors. Accordingly, since May 1999 all compensation
payable to ICH's newly installed Executive Officers has been paid by FIC
Management or its affiliates and, prior to May 1999, all such compensation
was paid by RAI Advisors or its affiliates. For further information
regarding the assumption by FIC Management of RAI Advisors' management
contract with ICH, see "Certain Relationships and Related Transactions -
Transactions with the Current Manager and its Affiliates."
As described above, Messrs. Edens, Kauffman, Nardone, Nygaard and
Hughes are employed by Fortress Investment Group, an affiliate of FIC
Management, and do not currently receive salaries directly from ICH.
Rather, Fortress Investment Group pays all salaries, bonuses and other
compensation to ICH's Executive Officers. Although Executive Officers of
ICH may in the future receive stock-based compensation under ICH's 1997
Stock Options and Awards Plan (the "Stock Options and Awards Plan"), no
stock options or other awards were granted under the Stock Options and
Awards Plan during 1999. Compensation is allocated to ICH in proportion to
the estimated time spent by the Company's Executive Officers in the
performance of their duties for ICH. For the fiscal year ended December 31,
1999, FIC Management allocated an aggregate of $1.6 million for services
provided to ICH by FIC Management, including compensation payments to the
Executive Officers of ICH, as defined in the management agreement. ICH
reimbursed FIC Management for this amount, which reimbursed Fortress
Investment Corp., which in turn reimbursed Fortress Investment Group. See
"Certain Relationships and Related Transactions - Transactions with the
Current Manager and its Affiliates."
Mr. Tomkinson, who was the Chief Executive Officer of ICH until his
resignation in May 1999, is also an officer of IMH and IFC, two former
affiliates of ICH, and RAI Advisors, ICH's former manager. See "Certain
Relationships and Related Transactions." In August 1997, Mr. Tomkinson
modified his employment agreement with IFC to also become an officer of RAI
Advisors, ICH and ICCC. RAI Advisors agreed to cause each of its Officers,
including Mr. Tomkinson, to devote as much of his or her time to the
operations of ICH as was reasonably necessary. ICH reimbursed RAI Advisors,
which reimbursed IFC for the cost of providing the services of these
Officers to ICH, as defined in the management agreement. See "Certain
Relationships and Related Transactions - Transactions with the Former
Manager and its Affiliates."
The following table sets forth for the fiscal years ended December
31, 1999 and 1998 and for the period from January 15, 1997 (commencement of
operations) through December 31, 1997, the compensation allocated to the
Company by RAI Advisors for services rendered to the Company by Mr.
Tomkinson, its former Chief Executive Officer ("CEO"). Mr. Tomkinson
resigned as CEO of the Company in May 1999. In light of the compensation
arrangements of ICH's current Executive Officers, as described above, no
information has been provided in the Summary Compensation Table with
respect to these individuals.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Long Term
Compensation
Annual Compensation
Awards
Securities
Other Annual Underlying All Other
Salary Bonus Compensation Options Compensation (d)
Name and Principal Position Year ($) ($) ($) (#) ($)
- --------------------------- ---- ------ ----- ------------ ---------- ----------------
Former Officer
<S> <C> <C> <C> <C> <C> <C>
Joseph R. Tomkinson 1999 35,915 3,750 (a) 2,496 (b) -- 123
Former Chairman of the 1998 101,193 13,000 (a) 6,260 (b) 10,000 480
Board and CEO 1997 100,000 5,300 (a) 252,992 (b) 10,000 480
</TABLE>
(a) Pursuant to the terms of the 10,000 share stock option grant made to
Mr. Tomkinson in 1997, Mr. Tomkinson is entitled to receive
"current-pay" dividend equivalent rights ("DERs") on unexercised
stock options equal to the aggregate dividend he would have received
from the Company had he actually held the shares of ICH Common Stock
subject to the unexercised options.
(b) Consists of a car allowance paid by the Company and contributions
paid by the Company under the Company's 401(k) Plan. With respect to
1997, such amounts also include the dollar value of the difference
between the price paid by Mr. Tomkinson for 76,800 shares of ICH
Common Stock in February 1997 and the fair market value of such stock
($3.20) on the date of purchase.
(d) Consists of payments on group term life insurance.
OPTION GRANTS, EXERCISES AND YEAR-END VALUES
No grants of options were made to any Executive Officer of ICH during
1999, therefore the "Option Grants" table has been omitted. The table below
sets forth the number of securities underlying unexercised options held by
Mr. Tomkinson, the former CEO of ICH, as of December 31, 1999. No options
were exercised by Mr. Tomkinson during 1999, therefore the columns for
"Shares Acquired On Exercise" and "Value Received" have been omitted. The
columns for "Value of Unexercised In-the-Money Options at Fiscal Year End -
Exercisable and Unexercisable" have been omitted from the table since the
various exercise prices of the options exceeded the $5.25 fair market value
of the underlying ICH Common Stock on December 31, 1999 for both
exercisable and unexercisable options.
AGGREGATED OPTION EXERCISES IN 1999 AND YEAR-END OPTION VALUES
NUMBER OF SECURITIES UNDERLYING UNEXERCISED OPTIONS
NAME AT FISCAL YEAR-END (#)
---- ----------------------
EXERCISABLE UNEXERCISABLE
----------- -------------
Joseph R. Tomkinson 16,667 3,333
COMPENSATION COMMITTEE REPORT
Since the changes in ICH's management that occurred in May 1999, all
of the Company's Executive Officers have been employed by Fortress
Investment Group, an affiliate of FIC Management, and have not received
salaries directly from ICH. The Company's Executive Officers are required
to devote only such portion of their time to the affairs of ICH as is
required for the performance of their duties as Officers of ICH. As such,
compensation is allocated to ICH in proportion to the estimated time spent
by the Company's Executive Officers in the performance of their duties for
ICH. Decisions regarding the type and amount of compensation to be paid to
the Company's Executive Officers are made by Fortress Investment Group, the
entity that directly employs and pays salaries to the Executive Officers.
As such, the Company's Board of Directors no longer participates directly
in decisions regarding the compensation arrangements of the Company's
Executive Officers.
Prior to May 1999, the Company's Board of Directors had a standing
Compensation Committee that administered the policies governing the
Company's executive compensation program. All issues pertaining to
executive compensation were reviewed by the Compensation Committee and
approved by the Company's Board of Directors. For the period from January
1, 1999 until May 5, 1999, each Executive Officer's compensation was
comprised of three principal components: base salary, bonus and stock
options or awards granted pursuant to the Company's Stock Options and
Awards Plan. Base salary and bonus during this period were determined by
the Executive Officer's employment agreement with IFC and were reviewed at
least annually by the Compensation Committee. See "Executive Compensation"
for a description of the allocation of base salary and bonus for the
Company's former CEO, Mr. Tomkinson.
Section 162(m) of the Internal Revenue Code limits the deduction for
compensation paid to the Chief Executive Officer and the Company's other
most highly compensated Executive Officers to the extent that compensation
of a particular executive exceeds $1,000,000, unless such compensation was
based upon performance goals determined by a compensation committee. None
of the Executive Officers of the Company were employees during 1999,
therefore, the provisions of Section 162(m) are not applicable.
MEMBERS OF THE BOARD OF DIRECTORS
(Acting in lieu of the Compensation Committee)
Wesley R. Edens
Robert I. Kauffman
Christopher W. Mahowald
Joseph R. Tomkinson
Frank P. Filipps
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
From May 1999 through December 1999, the duties of the Company's
Compensation Committee were performed by the Company's Board of Directors
as a whole. Messrs. Edens and Kauffman have been Officers of ICH since May
5, 1999 and Mr. Tomkinson was an Officer of ICH until his resignation on
May 5, 1999. See "Certain Relationships and Related Transactions" for a
description of certain transactions involving Mr. Tomkinson.
Until May 1999, the Compensation Committee consisted of Stephan J.
Peers, Thomas J. Poletti and Timothy R. Busch. As a result of their
resignation from the Board of Directors in May 1999, Messrs. Peers, Poletti
and Busch are no longer members of the Company's Compensation Committee.
EMPLOYMENT AGREEMENTS
The Company currently has no employment agreements with its Executive
Officers.
COMMON STOCK PERFORMANCE GRAPH
Set forth below is a performance graph comparing the cumulative total
stockholder return on the Company's Common Stock, the S&P 500 Stock index
and an index average of the Company's peer group, composed of comparable
publicly-traded companies in the mortgage banking business, in each case
for the period commencing on August 5, 1997 through December 31, 1999. Such
peer group includes: American Residential Investment Trust, Inc., Asset
Investors Corporation, Capstead Mortgage Corporation, Commercial Assets,
Inc., Imperial Credit Commercial Mortgage Investment Corp., Laser Mortgage
Management, Inc., Redwood Trust, Inc., Anthracite Capital Inc. and
Thornburg Mortgage Asset Corporation. The stock price performance shown on
the graph is not necessarily indicative of future price performance.
COMPARISON OF CUMULATIVE TOTAL RETURN OF PEER GROUP AND BROAD MARKET
[GRAPH APPEARS HERE]
8/5/97 12/31/97 12/31/98 12/31/99
------ -------- --------- -------
Impac Commercial
Holdings, Inc. ... $100.00 $104.20 $ 35.92 $ 36.65
S&P 500 Index....... 100.00 102.62 131.95 159.71
Peer Group.......... 100.00 88.06 53.39 57.14
Total Return = Price change plus reinvestment of dividends
NOTWITHSTANDING ANYTHING TO THE CONTRARY SET FORTH IN ANY OF THE
COMPANY'S PREVIOUS FILINGS UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE "SECURITIES ACT"), OR THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED
(THE "EXCHANGE ACT"), THAT MIGHT INCORPORATE FUTURE FILINGS, INCLUDING THIS
PROXY STATEMENT, IN WHOLE OR IN PART, THIS SECTION ENTITLED "COMMON STOCK
PERFORMANCE GRAPH" SHALL NOT BE INCORPORATED BY REFERENCE INTO ANY FUTURE
FILINGS, AND SHALL NOT BE DEEMED SOLICITING MATERIAL OR FILED UNDER THE
SECURITIES ACT OR THE EXCHANGE ACT.
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Exchange Act requires the Company's Directors
and Officers, and persons who own more than ten percent of a registered
class of the Company's securities, to file with the Securities and Exchange
Commission initial reports of ownership and reports of changes in ownership
of the Common Stock of the Company. Officers, Directors and greater than
ten percent stockholders are required by the Commission's regulations to
furnish the Company with copies of all Section 16(a) forms they file.
To the Company's knowledge, based solely on review of the copies of
such reports furnished to the Company during the fiscal year ended December
31, 1999, all Section 16(a) filing requirements applicable to its Officers,
Directors and greater than ten percent stockholders were satisfied by such
persons.
DEADLINE FOR SUBMISSION OF STOCKHOLDER PROPOSALS
Stockholders are hereby notified that if they wish a proposal to be
included in the Company's Proxy Statement and form of proxy relating to the
2001 annual meeting of the Company's stockholders, they must deliver a
written copy of their proposal no later than December 21, 2000. Proposals
must comply with the proxy rules relating to stockholder proposals, in
particular Rule 14a-8 under the Exchange Act, in order to be included in
the Company's proxy materials. Stockholders who wish to submit a proposal
for consideration at the Company's 2001 annual meeting of stockholders, but
who do not wish to submit the proposal for inclusion in the Company's Proxy
Statement pursuant to Rule 14a-8 under the Exchange Act must, in accordance
with the Company's Bylaws, deliver a copy of their proposal no later than
the close of business on March 25, 2001 nor earlier than February 23, 2001.
In either case, proposals should be delivered to 1301 Avenue of the
Americas, New York, New York 10019, Attention: Secretary. To avoid
controversy and establish timely receipt by the Company, it is suggested
that stockholders send their proposals by certified mail return receipt
requested.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
TRANSACTIONS WITH THE CURRENT MANAGER AND ITS AFFILIATES
Messrs. Edens and Kauffman each serve as Directors of Fortress
Investment Corp., the sole general partner of Fortress Partners, and,
together with Messrs. Nardone and Nygaard, collectively own all of the
beneficial interests of Fortress Principal Investment Holdings LLC, which
owns 12.8% of the common stock of Fortress Investment Corp. Fortress
Partners owns 100% of the non-voting preferred stock of FIC Management, the
current manager of ICH, representing 95% of the economic interest. Fortress
Principal Investment Holdings LLC is a Class A Member of Fortress Principal
Investment Group LLC which owns 100% of the common stock of FIC Management
(representing 5% of the economic interest).
On May 5, 1999, the Company entered into a stock purchase agreement
with Fortress Partners. Under the terms of the stock purchase agreement,
the Company issued to Fortress Partners 479,999 shares of ICH Series B 8.5%
Cumulative Convertible Preferred Stock (the "Series B Preferred Stock") for
an aggregate purchase price of approximately $12.0 million. The Series B
Preferred Stock has a coupon of 8.5%, paid quarterly in arrears, and is
initially convertible into 1,683,635 shares of ICH Common Stock, subject to
adjustment under some circumstances. Pursuant to a registration rights
agreement between the Company and Fortress Partners, Fortress Partners has
the right to require the Company to register under federal and applicable
state securities laws the shares of ICH Common Stock issuable upon
conversion of the ICH Series B Preferred Stock.
On May 5, 1999, FIC Management entered into an agreement with RAI
Advisors, the then manager of ICH, pursuant to which RAI Advisors assigned
to FIC Management all of RAI Advisors' rights and interests in the existing
management agreement between RAI Advisors and the Company in exchange for
cash consideration in the aggregate amount of $6.0 million. Following the
assignment, FIC Management became the manager of the Company.
In connection with the transactions described above, the following
additional events occurred: (i) the submanagement agreement among RAI
Advisors, IMH and IFC was terminated and a new submanagement agreement was
entered into among FIC Management, IMH and IFC; (ii) the right of first
refusal agreement among ICH, ICCC, RAI Advisors, IMH and IFC was
terminated; (iii) James Walsh and Messrs. Busch, Peers and Poletti resigned
as Directors of ICH and Messrs. Edens, Kauffman and Mahowald, all of whom
are designees of Fortress Partners, were appointed to the ICH Board of
Directors (Messrs. Tomkinson and Filipps, who served on the Board prior to
the Fortress Partners investment in ICH, remain as ICH Directors); and (iv)
the Executive Officers of ICH then serving resigned as a group. Following
these resignations, the Board of Directors appointed Mr. Edens as ICH's new
Chairman of the Board and Chief Executive Officer; Mr. Kauffman as ICH's
new President; Mr. Nardone as ICH's new Chief Operating Officer and
Secretary; and Mr. Nygaard as ICH's new Chief Information Officer and
Treasurer.
As a result of the various transactions with Fortress Partners and
its affiliates described above,
o Fortress Partners now holds a significant equity interest in
the Company. Assuming the conversion of the Series B Preferred
Stock and including subsequent open market purchases of 832,400
shares of ICH Common Stock by an affiliate, Fortress Partners'
equity interest would represent approximately 25% of the voting
stock of the Company;
o the principal Executive Officers of the Company and a majority
of the members of the Company's Board are designees of Fortress
Partners; and
o an affiliate of Fortress Partners, FIC Management, now controls
the external management of the Company's operations, as well as
its submanagement functions.
Management Agreement
The following is a summary of certain material terms of the
management agreement with FIC Management. FIC Management is currently
responsible for:
o asset-liability management -- primarily the analysis and
oversight of the purchasing, financing and disposition of ICH's
assets,
o capital management-- primarily the oversight of ICH's capital
raising activities, and
o investor relations activities and operations management --
primarily the oversight of ICH's day- to-day operations,
including corporate governance responsibilities.
In consideration for its services as manager, FIC Management is
entitled to receive, for each fiscal quarter, an amount equal to 25% of the
Company's taxable net income, before deduction of this management fee, in
excess of the amount that would produce an annualized return on equity (as
defined in the management agreement) equal to the daily average Ten Year
U.S. Treasury Rate plus 2%. The management fee is calculated quarterly in
arrears before any income distributions were made to stockholders for the
corresponding period. No such payments were made during 1999.
In addition, the Company pays all operating expenses incurred by FIC
Management under the management agreement, including out-of-pocket costs,
equipment, personnel required specifically for the Company's operations,
and amounts payable by FIC Management pursuant to related submanagement
agreements. The Company reimburses FIC Management for all such reimbursable
expenses, plus a service charge of 15% on all reimbursable expenses
incurred by FIC Management. No service charge is payable on payments made
to third-party service providers. Amounts paid to FIC Management by the
Company for reimbursable expenses in 1999 were $1.6 million.
The management agreement expires December 31, 2002 and may be
extended with the consent of FIC Management and by the affirmative vote of
a majority of Unaffiliated Directors, or by majority vote of the holders of
the ICH Common Stock. The management agreement may be terminated for cause
on 30 days notice. The management agreement may be terminated without cause
on 60 days notice by a majority vote of the Unaffiliated Directors or the
holders of the ICH Common Stock. If the management agreement is terminated
without cause or not renewed, FIC Management is entitled to payment of all
accrued management fees and reimbursable expenses up to the date of
termination plus a termination fee or non-renewal fee, as the case may be,
determined by an independent appraisal.
TRANSACTIONS WITH THE FORMER MANAGER AND ITS AFFILIATES
Prior to May 1999, the Company was managed by RAI Advisors. RAI
Advisors is owned equally by each of Mr. Tomkinson, a current Director of
the Company, and William S. Ashmore and Richard J. Johnson, each of whom is
a former officer of the Company. In addition, the Company was party to a
number of other agreements with its then affiliates, IMH and IFC. Mr.
Tomkinson, is Vice Chairman of the Board and Chief Executive Officer of IMH
and Chairman of the Board and Chief Executive Officer of IFC. IMH owns all
of the outstanding shares of non-voting preferred stock of IFC,
representing 99% of the economic interest in IFC, and Mr. Tomkinson,
together with Messrs. Ashmore and Johnson owns all of the outstanding
shares of common stock of IFC, representing 1% of the economic interest in
IFC. Prior to March 31, 1999, Mr. Tomkinson was an owner of 25% of the
common stock of ICCC.
Management Agreement
Prior to May 1999, RAI Advisors was entitled to receive for
management services rendered similar to those currently provided by FIC
Management, for each fiscal quarter, an amount equal to 25% of the
Company's net income, before deduction of this management fee, in excess of
the amount that would produce an annualized return on equity equal to the
daily average Ten Year U.S. Treasury Rate plus 2%. The 25% payment to RAI
Advisors was calculated quarterly in arrears before any income
distributions were made to stockholders for the corresponding period. No
such payments were paid during 1999.
In addition, the Company and its affiliates paid all operating
expenses incurred by RAI Advisors under the management agreement, including
out-of-pocket costs, equipment, personnel required specifically for the
Company's operations, and amounts payable by RAI Advisors pursuant to
related submanagement agreements. Amounts paid by the Company for
reimbursable expenses in 1999 were solely attributable to the reimbursement
of submanagement expenses discussed below.
Submanagement Agreement
Prior to May 1999, IFC provided administrative services to the
Company pursuant to a submanagement agreement with RAI Advisors. These
services included facilities and costs associated therewith, technology,
human resources, management information systems, general ledger accounts,
check processing and accounts payable as RAI Advisors deemed necessary. IFC
charged RAI Advisors for these services based upon usage which charges
management believed were reasonable. IFC was paid for the services rendered
on a dollar-for-dollar basis plus a 15% service charge to the extent the
services were rendered under the management agreement. The Company paid to
IFC, on behalf of RAI Advisors, $297,000 for these services in 1999.
In connection with the Series B Preferred Stock purchase by Fortress
Partners in May 1999, the above noted submanagement agreement was
terminated and a new submanagement was entered into among FIC Management,
IMH and IFC. The new submanagement agreement provides for substantially all
administrative services required by the Company in a manner similar to the
prior submanagement agreement. The Company paid to IFC, on behalf of FIC
Management, $167,000 for these services in 1999.
Right of First Refusal Agreement
In August 1997, RAI Advisors, the Company, ICCC, IMH and IFC entered
into a ten-year Right of First Refusal Agreement. Pursuant to this
agreement, RAI Advisors agreed, among other things, that any mortgage loan
or mortgage-backed security investment opportunity which was offered to it
on behalf of either the Company, IMH or any affiliated REIT would first be
offered to the entity whose primary business was most closely aligned with
the investment opportunity. In addition, both IMH and IFC, on the one hand,
and the Company and ICCC, on the other, agreed that any investment
opportunity offered to either of them which fell outside the scope of its
initial primary business should be offered to the principal party. This
agreement was terminated in May 1999.
Warehouse Line Agreement
Prior to April 1999, ICCC had an uncommitted warehouse line agreement
with IMH to provide financing as needed. The margins on the warehouse line
agreement were at 8% of the fair market value of the collateral provided.
The interest rates on the borrowings were at Bank of America's prime rate
(7.75% at March 31, 1999). The largest aggregate amount outstanding during
1999 was $4.1 million. The warehouse line agreement was terminated in April
1999.
Dove Street Lease Agreement
In June 1998, IMH and IFC entered into a premises operating lease
with IMH/ ICH Dove Street, LLC, an entity in which the Company holds a 50%
equity investment, to rent approximately 74,000 square feet of office space
located at the Dove Street property. The lease was transferred to the
Company when IMH sold to the Company its interest in the Dove Street
property in October 1998. The lease agreement is for a term of 10 years
expiring in May 2008 with monthly lease payments of approximately $145,000
per month. For the year ended December 31, 1999, IMH and IFC paid an
aggregate of approximately $1.2 million under the lease. In connection with
the Series B Preferred Stock purchase from the Company by Fortress Partners
in May 1999, the Company, IMH and IFC entered into a First Amendment to
Standard Office Lease - Gross, whereby the Company agreed to effect
improvements of the Dove Street property, and also granted IMH a right of
first offer to rent additional space in the event the Company constructs
additional office space adjacent to the Dove Street property. The Company
sold the Dove Street property in October 1999.
Credit Arrangements
During the normal course of business, the Company made advances to or
borrowed funds on a short-term basis from its then affiliated companies.
Advances to former affiliates were reflected on the Company's balance sheet
as "Due From Affiliates" while borrowings were reflected as "Due To
Affiliates." These short-term advances and borrowings bear interest at a
fixed rate of 8.00% per annum. As of December 31, 1999, no amounts were due
to or from former affiliates.
Cash and Cash Equivalents
As of December 31, 1999, ICH had $10.1 million of cash and cash
equivalents on deposit with Southern Pacific Bank (SPB), a subsidiary of
Imperial Credit Industries, Inc. of which Mr. Tomkinson is a Director.
INDEPENDENT AUDITORS
During the year ended December 31, 1999, the Company engaged KPMG LLP
to provide it with audit and tax services. Services provided included the
examination of annual financial statements, limited review of unaudited
quarterly financial information, review and consultation regarding filings
with the Securities and Exchange Commission and the Internal Revenue
Service and consultation on financial and tax accounting and reporting
matters. Representatives of KPMG LLP will be present at the Annual Meeting,
will have an opportunity to make a statement if they desire to do so, and
will be available to respond to appropriate questions.
OTHER MATTERS
The Board of Directors knows of no other business to be presented at
the Annual Meeting. If, however, any other business should properly come
before the Annual Meeting, or any adjournment or postponement thereof, it
is intended that any proxies granted will be voted with respect thereto in
accordance with the best judgment of the persons named in the proxy.
By Order of the Board of Directors,
Randal A. Nardone
Secretary
IMPAC COMMERCIAL HOLDINGS, INC.
PROXY
SOLICITED BY THE BOARD OF DIRECTORS
P The undersigned hereby appoints Wesley R. Edens and Randal A. Nardone,
R and each of them, as proxies, each with full power of substitution, and
O authorizes them to represent and to vote, as designated on the reverse
X side of this form, all the shares of common stock, $.01 par value per
Y share, of Impac Commercial Holdings, Inc. held of record by the
undersigned on April 10, 2000 at the 2000 Annual Meeting of
Stockholders to be held on Wednesday, May 24, 2000 at 8:30 a.m., New
York City time, at the offices of Skadden, Arps, Slate, Meagher & Flom
LLP, Four Times Square, Room 37D, New York, New York 10036, or any
adjournment or postponement.
IF NO OTHER INDICATION IS MADE ON THE REVERSE SIDE OF THIS FORM, THE
PROXIES SHALL VOTE (AND ANY VOTING INSTRUCTIONS TO RECORD HOLDERS SHALL
BE GIVEN) FOR ITEM 1, AND IN THEIR DISCRETION, UPON SUCH OTHER BUSINESS
AS MAY PROPERLY COME BEFORE THE ANNUAL MEETING.
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SEE REVERSE SIDE
- ----------------------------------------------------------------------------
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[X] Please mark your votes as in this example.
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THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR"
THE NOMINEES FOR DIRECTOR LISTED BELOW
- ------------------------------------------------------------------------------
FOR WITHHELD ABSTAIN
1. Election of Nominees:
Directors. 1. Wesley R. Edens
(Mark ONE [ ] [ ] [ ] 2. Robert I. Kauffman
box only.) 3. Christopher W. Mahowald
4. Joseph R. Tomkinson
5. Frank P. Filipps
FOR all nominees, except vote withheld from the following nominees (if
any):
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IF ACTING AS ATTORNEY, EXECUTOR, TRUSTEE, OR IN OTHER REPRESENTATIVE
CAPACITY, PLEASE SIGN NAME AND TITLE.
-------------------------------------
(SIGNATURE OF STOCKHOLDER) DATE
-------------------------------------
(SIGNATURE, IF HELD JOINTLY) DATE
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FOLD AND DETACH HERE
