ANNUAL MEETING OF STOCKHOLDERS
OF
MASSACHUSETTS FINCORP, INC.
TO BE HELD ON APRIL 26, 2000
------------------
PROXY STATEMENT OF THE
COMMITTEE TO ENHANCE STOCKHOLDER VALUE
IN OPPOSITION TO THE MANAGEMENT OF
MASSACHUSETTS FINCORP, INC.
----------------
IMPORTANT INFORMATION ABOUT THE ANNUAL MEETING
WHY YOU WERE SENT THIS PROXY STATEMENT
This Proxy Statement and the accompanying WHITE proxy card are being
furnished in connection with the solicitation of proxies by the Massachusetts
Fincorp, Inc. Committee to Enhance Stockholder Value (the "Committee"). The
Committee is comprised of Fred J. Jaindl and Mark W. Jaindl. Members of the
Committee own 54,548 shares of the Company's common stock, representing 9.9% of
the total shares outstanding.
We are soliciting proxies to be used at the 2000 Annual Meeting of
Stockholders (the "Annual Meeting") of Massachusetts Fincorp, Inc. (the
"Company") and at any adjournments, postponements or reschedulings thereof. The
Annual Meeting will be held on April 26, 2000 and the Record Date (as defined
below) for the Annual Meeting is March 1, 2000.
We believe that recent actions of the incumbent board of directors call
into question their concern for the best interests of the stockholders. The
Committee is convinced that a more thorough investigation of strategic
alternatives, and a greater dedication to pursuing stockholders interests and
maximizing stockholder value, will only come through the increased presence of
outside, independent directors. Therefore, the Committee is soliciting your
proxy in support of the election of Mark W. Jaindl ("Jaindl"), Scott E. Buck
("Buck"), and William E. Schantz, II ("Schantz") (collectively referred to as
the "Committee Nominees") to the Company's Board of Directors. This Proxy
Statement and WHITE proxy card are being first mailed or furnished to
stockholders on or about March 10, 2000.
Your vote is important, no matter how many or how few shares you hold.
We urge you to mark, sign, date and return the enclosed WHITE proxy card in the
enclosed postage-paid envelope to vote FOR the election of Mark W. Jaindl, Scott
E. Buck, and William E. Schantz, II to the Board of Directors.
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WE URGE YOU NOT TO RETURN ANY PROXY CARD SENT TO YOU BY THE COMPANY.
THE BOARD'S RECORD OF WASTING STOCKHOLDERS MONEY IN A FAILED
ATTEMPT TO PREVENT STOCKHOLDERS FROM EXERCISING THEIR
FUNDAMENTAL RIGHTS
As significant stockholders of the Company, we first notified the Board on
October 21, 1999 of our intent to nominate Mark Jaindl for election to the Board
of Directors of the Company at the Annual Meeting. We complied with the onerous
anti-stockholder, bylaw notice requirements set forth in the Company's bylaws.
We heard nothing from the Company in response to this nomination. On January 14,
2000, we notified the Board of our intent to nominate two additional persons,
Scott E. Buck, and William E. Schantz, II, for election to the Board of
Directors of the Company at the Annual Meeting. We again complied with the very
detailed notice requirements set forth in the Company's bylaws. On January 19,
2000 the Company, acting through its Washington D.C. lawyers, announced in a
filing with the SEC that the bylaws had been amended to impose more onerous
burdens on stockholders and to disqualify the Committee's nominees. Apparently,
the bylaws originally adopted by the Board when the Company went public in
December, 1998 were no longer considered by the Board to be adequate.
WE BELIEVE THAT THE BOARD'S ACTIONS WERE INTENDED TO SUPPRESS
FUNDAMENTAL STOCKHOLDER RIGHTS AND TO ENTRENCH CURRENT MANAGEMENT,
AND WERE CONTRARY TO THE BEST INTERESTS OF ALL STOCKHOLDERS.
YOU BE THE JUDGE. These Are the Failed Bylaw Amendments That the Board of
Directors Attempted to Impose on Stockholders:
o The Residency Bylaw
Except for members of the incumbent board, no person shall be eligible for
election or appointment to the Board of Directors unless such person has been,
for a period of at least one year immediately prior to his or her election,
nomination or appointment, a resident of a county in which the Company or its
subsidiaries maintains a banking office or of a county contiguous to any such
county.
o The "No Experience" Bylaw
Except for members of the incumbent board, no person may serve on the Board
of Directors and at the same time be a director or other officer of another
co-operative bank, credit union, savings bank, state or federally-chartered
savings and loan association, trust company, bank holding company or state or
national banking association that engages in business activities in the same
market area as the Corporation or any of its subsidiaries.
<PAGE>
o The Imputed Disqualification Bylaw
No person shall be eligible for election to the Board of Directors if such
person is the nominee or representative of a person who is ineligible for
election to the Board of Directors under the above provisions.
THE BOARD RESCINDED THESE BYLAW AMENDMENTS, BUT ONLY AFTER WE
WENT TO COURT TO PROTECT THE RIGHTS OF STOCKHOLDERS
In response to the Board's actions, we were forced to file a complaint
against the Company, on behalf of all stockholders, to invalidate the imposition
of the bylaw amendments. The Board agreed to rescind the bylaw amendments in
settlement of our litigation on behalf of stockholders. Ask yourself: Do these
actions reflect a concern for the rights of stockholders as owners of the
Company, or do they reflect a Board that is most interested in entrenching their
positions and offices?
OBJECTIVES OF THE COMMITTEE
After careful analysis of the operations, management, and financial and
stock price performance of Massachusetts Fincorp,Inc., we have concluded that
the current board's strategic decisions and management's continuing actions have
not been in the best interest of stockholders and that the Company's stock price
demonstrates that changes are needed.
For this reason, we have decided to launch a proxy contest to gain three
seats on the Company's board of directors. If our nominees, Mark W. Jaindl,
Scott E. Buck, and William E. Schantz, II, are elected and take office as
directors, each intends to simultaneously (1) work with the board and management
of the Company to improve operations, and (2) urge management and the other
members of the board to adopt measures aimed at maximizing the market price of
the Common Stock, including, potentially, the hiring of a top-tier investment
banking firm to seek a buyer at the best possible price and the implementation
of a stock repurchase program.
Because Messrs. Jaindl, Buck and Schantz would constitute a minority of the
Board of Directors if elected, adoption of measures aimed at maximizing the
value of the Common Stock would require the approval of other directors of the
Company. However, the Committee believes that such results and approval are more
likely if there are persons elected to the Company's Board of Directors who are
committed to achieving such results.
The Committee's goal is to enhance stockholder value and it is the opinion
of the Committee that one of the best ways to accomplish this goal is through
the representation of significant stockholders on the board of directors.
Through representation on the board of directors, the Committee's Nominees will
explore the market for a sale of the company and
<PAGE>
seek to improve earnings and institute stock repurchases if a sale would not
result in a satisfactory price.
WHO CAN VOTE AT THE ANNUAL MEETING
The record date for determining stockholders entitled to notice of and to
vote at the Annual Meeting (the "Record Date") is March 1, 2000. Stockholders of
the Company as of the Record Date are entitled to one vote at the Annual Meeting
for each share of common stock of the Company, $.01 par value per share (the
"Common Stock"), held on the Record Date. It is anticipated that the Company's
proxy statement that will be filed by the Company will state the number of
shares issued and outstanding on the Record Date.
HOW TO VOTE BY PROXY
To elect the Committee's nominees to the Board, promptly complete, sign,
date and mail the enclosed WHITE proxy card in the enclosed postage-paid
envelope. Whether you plan to attend the Annual Meeting or not, we urge you to
complete and return the enclosed WHITE proxy card.
Properly executed proxies will be voted in accordance with the directions
indicated thereon. If you sign the WHITE proxy card but do not make any specific
choices, your proxy will vote your shares as follows:
- "FOR" the election of our three nominees to the Board of Directors, Mark
W. Jaindl, Scott E. Buck, and William E. Schantz, II.
- "FOR" the ratification of the appointment of Grant Thornton, LLP, as the
auditors of the Company for the fiscal year ending December 31, 2000.
If any other matter is presented at the Annual Meeting, your proxy will be
voted in accordance with the best judgment of the persons named on the attached
proxy card as discussed in the "Other Matters To Be Considered At The Annual
Meeting" section. At the time this Proxy Statement was mailed, we know of no
matters which needed to be acted on at the Annual Meeting, other than those
discussed in this Proxy Statement.
If any of your shares are held in the name of a brokerage firm, bank, bank
nominee or other institution on the record date, only that entity can vote your
shares and only upon its receipt of your specific instructions. Accordingly,
please contact the person responsible for your account at such entity and
instruct that person to execute and return the WHITE proxy card on your behalf.
You should also sign, date and mail the voting instruction form your broker or
banker sends you when you receive it. Please do this for each account you
maintain to ensure that all of your shares are voted.
<PAGE>
REMEMBER, YOUR LATEST DATED PROXY IS THE ONLY ONE THAT COUNTS, SO
RETURN THE WHITE CARD EVEN IF YOU PREVIOUSLY MAILED IN A PROXY.
If you have any questions or need assistance in voting your shares, please
call:
Beacon Hill Partners, Inc.
90 Broad Street
New York, New York 10004
(Call Toll Free (800) 755-5001)
MATTERS TO BE DECIDED AT THE ANNUAL MEETING
At the Annual Meeting, the Company's stockholders will be asked to vote on
the following matters: the election of four directors and the ratification of
the appointment of Grant Thornton, LLP as the auditors of the Company. As
discussed in more detail below, we believe that the current Board of Directors
as a group has not been acting in your best interests as stockholders of the
Company. The election of the directors nominated by the Committee is, in our
opinion, in your best interests as stockholders.
Election of Directors
The Company currently has eleven directors, the terms of four of which will
expire at the Annual Meeting. The Committee proposes that stockholders elect
Messrs. Jaindl, Buck, and Schantz to fill three of the seats open for election
at the Annual Meeting. Set forth below is information concerning Messrs. Jaindl,
Buck, and Schantz principal occupation, experience and certain other matters.
Messrs. Jaindl, Buck, and Schantz, if elected, would hold office until the 2003
annual meeting of stockholders and until successors had been elected and
qualified. Although the Committee has no reason to believe that Messrs. Jaindl,
Buck, and Schantz would be unable to serve as a director, if any of them are
unable to serve or for good cause will not serve, the persons named as proxy on
the WHITE proxy card will vote for the election of another nominee as may be
proposed by the Committee.
Mark W. Jaindl is 40 years old and his address is 1964 Diehl Court,
Allentown, PA. Mr. Jaindl has been the President and Chief Executive Officer of
American Bank since October 1997 and Vice Chairman since June 1997. He served as
Chief Financial Officer of Jaindl Farms and Jaindl Land Company from May 1982 to
October 1991 and again from June 1995 to October 1997. He was Senior Vice
President of Pure World, Inc., the holding company for Pure World Botanicals,
Inc., from June 1992 until May 1995 and has continued to serve as a director
since October 1994. He was Senior Vice President of Pure World Botanicals, Inc.,
a botanical extract manufacturer from December 1994 until June 1995 and has been
a director since December 1994. Mr. Jaindl has been a director of Continental
Information Systems, Inc. since February 2000. Continental Information Systems
is engaged in the
<PAGE>
sale and leasing of used, commercial aircraft and aircraft engines and the
development and commercialization of an "electronic execution portal business"
which will allow institutional securities traders and buy-side personnel to find
the best prices for their trades on a real-time basis. Mr. Jaindl serves as a
trustee of the Allentown College of St. Francis de Sales, as a director of the
Allentown Economic Development Corp. and as a director of the Lehigh County
Chamber of Commerce.
Scott E. Buck is 35 years old and his address is 7278 Lockhaven Street,
Allentown, PA. He has his Bachelor of Science in Accounting from Albright
College, Reading PA. He has his Master of Science in Taxation from Widener
University School of Management, Chester, PA. Mr. Buck is a member of the
Pennsylvania Institute of Certified Public Accountants and American Institute of
Certified Public Accountants. Mr. Buck was a staff accountant with Kuhn, Buck
and Block, CPA's from May 1986 to December 1989. He was a partner with Kuhn,
Buck, and Block, CPA's from January 1990 to April 1992. Mr. Buck has been a
partner with Buck, Zyskowski and Buck, CPA's from April 1992 to present.
William E. Schantz, II is 36 years old and his address is 2850 Apple Valley
Estates Drive, Orefield, PA. Mr. Schantz has been employed as an insurance
broker and registered representative with The MONY Group and MONY Securities
Corporation since February 1988. Mr. Schantz graduated with a BA degree from
Lehigh University in 1986 and has a Chartered Financial Consultant designation
from The American College located in Bryn Mawr, Pennsylvania. Mr. Schantz serves
on the board of the Allentown YMCA and as a trustee of The Swain School in
Allentown, PA.
Messrs. Buck and Schantz disclaim any beneficial interest in any shares of
Common Stock owned by the other members of the Committee. Members of the
Committee disclaim any beneficial interest in any shares of Common Stock owned
by Buck and Schantz.
During the last ten (10) years: (i) none of the Committee Members or
Committee Nominees, to the best of their knowledge, has been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors); (ii)
none of the Committee Members or Committee Nominees, to the best of their
knowledge, has been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree, or final order enjoining future
violations of, or prohibiting activities subject to, federal or state securities
laws, or finding any violation with respect to such laws.
The voting power over the Company's securities is not subject to any
contingencies beyond standard provisions for entities of this nature (i.e.,
limited partnerships and limited liability companies) which govern the
replacement of a manager or a general partner.
Exhibit A lists certain information regarding the Committee Members and
Committee Nominees, including their holdings of the Common Stock and
transactions in the Common Stock during the last two years. Members of the
Committee beneficially own 9.9% of the outstanding shares of the Company's
Common Stock.
<PAGE>
Except as set forth herein, no Committee Member or Committee Nominee is
now, or within the past year has been, a party to any contract, arrangement or
understanding with any person with respect to any securities of the Company
(including, but not limited to, joint ventures, loan or option arrangements,
puts or calls, guarantees against loss or guarantees of profit, division of
losses or profits, or the giving or withholding of proxies).
There are no material proceedings to which any Committee Member or
Committee Nominee or any associate of such person is a party adverse to the
Company or any of its subsidiaries or has a material interest adverse to the
Company or any of its subsidiaries. Except as described herein, no Committee
Member or Committee Nominee and no associate of any such person has any interest
in the matters to be voted upon at the Annual Meeting, other than an interest,
if any, as a stockholder of the Company.
Except as described herein or in Exhibit A, neither any Committee Member or
Committee Nominee nor any associate of such persons (1) has engaged in or has a
direct or indirect interest in any transaction or series of transactions since
the beginning of the Company's last fiscal year, or in any currently proposed
transaction, to which the Company or any of its subsidiaries is a party where
the amount involved was in excess of $60,000; (2) has been indebted to the
Company or any of its subsidiaries; (3) has borrowed any funds for the purpose
of acquiring or holding any securities of the Company, or is presently, or has
been within the past year, a party to any contract, arrangement or understanding
with any person with respect to either any securities of the Company, any future
employment by the Company or its affiliates, or any future transaction to which
the Company or any of its affiliates will or may be a party; or (4) is the
beneficial or record owner of any securities of the Company or any parent or
subsidiary thereof.
Other Matters
The Company anticipates that the Company's proxy statement will contain
information regarding (1) securities ownership of 5% or more beneficial
ownership and management; (2) the committees of the Company's Board of
Directors; (3) the meetings of the Company's Board of Directors and all
committees thereof; (4) the background of the nominees of the Company's Board of
Directors; (5) the compensation and remuneration paid and payable to the
Company's directors and management; (6) stock price performance; and (7) the
submission of stockholder proposals at the Annual Meeting of stockholders. The
Committee has no knowledge of the accuracy of the Company's disclosures in its
proxy materials.
Solicitation of Proxies
The entire expense of preparing and mailing this Proxy Statement and any
other soliciting material and the total expenditures relating to the
solicitation of proxies (including, without limitation, costs, if any, related
to advertising, printing, fees of attorneys, financial advisors, solicitors,
accountants, public relations, transportation and litigation) will be borne by
Mark Jaindl. In addition to the use of the mails, proxies may be solicited by
the Committee members by telephone, telegram, and personal solicitation, for
which no additional compensation will be paid to
<PAGE>
those persons engaged in such solicitation. Banks, brokerage houses, and other
custodians, nominees, and fiduciaries will be requested to forward solicitation
material to the beneficial owners of the Common Stock that such institutions
hold, and will be reimbursed for their reasonable out-of-pocket expenses.
The Committee has retained Beacon Hill Partners, Inc., a proxy solicitation
firm, to assist in the solicitation of proxies at a fee estimated not to exceed
$8,500 plus reimbursement of reasonable out-of-pocket expenses. Approximately
three persons will be utilized by that firm in its solicitation efforts.
The Committee estimates that its total expenditures relating to the
solicitation of proxies will be approximately $35,000. Total cash expenditures
to date relating to this solicitation have been approximately $1,000.
YOUR VOTE IS IMPORTANT
o No matter how many shares you own, we are seeking your support.
o Please vote for Messrs. Jaindl, Buck and Schantz by signing,
dating, and mailing in the enclosed postage-paid envelope the
enclosed White proxy card as soon as possible. Only your
latest dated proxy counts.
o Even if you have already returned a proxy to the company's
board of directors, you have every legal right to revoke it by
signing, dating, and mailing the enclosed white proxy card or
by voting in person at the annual meeting.
You Can Call If You Have Questions
If you have any questions or require any assistance, please contact Mark
Jaindl at (610) 336-0653 ext. 112, or our proxy solicitors, Beacon Hill
Partners, at the following address and telephone number:
Beacon Hill Partners, Inc.
90 Broad Street
New York, New York 10004
(Call Toll Free (800) 755-5001)
The Committee believes that it is in your best interest to elect the
Committee's Nominees as Directors at the Annual Meeting. The Committee Strongly
Recommends a Vote for the Committee Nominees.
Sincerely,
/s/ Mark W. Jaindl
The Committee to Enhance Stockholder Value
PLEASE SIGN AND DATE YOUR WHITE PROXY CARD AND RETURN IT IN THE
ENCLOSED ENVELOPE TO AVOID UNNECESSARY EXPENSE AND DELAY. NO
POSTAGE IS NECESSARY.
<PAGE>
APPENDIX A
THE COMMITTEE TO ENHANCE STOCKHOLDER
VALUE AND ITS NOMINEES
The members of the Committee beneficially own in the aggregate 54,548 shares of
Common Stock, representing approximately 9.9% of the shares outstanding, as
follows:
# of shares of
common stock
Name Business Address beneficially owned % of Class
---- ---------------- ------------------ ----------
Mark W. Jaindl 4029 W. Tilghman St. 30,000 5.50
Allentown, PA 18104
Frederick J. Jaindl 3150 Coffeetown Rd 13,948 2.55
Orefield, PA 18069
Zachary J. Jaindl Trust 3150 Coffeetown Road 7,000 1.28
Mark W. Jaindl & Catherine Orefield, PA 18069
H. Jaindl, Trustees U/A/D
12/29/88
Julianne C. Jaindl Trust 3150 Coffeetown Road 3,600 .66
Mark W. Jaindl & Catherine Orefield, PA 18069
H. Jaindl, Trustees U/A/D
12/31/91
In addition, the Committee's Nominees own the following shares: Mr.
Schantz, 100 shares and Mr. Buck, 250 shares, which is each less than 1% of the
company's outstanding shares.
Frederick J. Jaindl, Zachary J. Jaindl Trust and Julianne C. Jaindl Trust
- -------------------------------------------------------------------------
Frederick J. Jaindl has been the Chairman of American Bank since June 1997,
and is the sole proprietor of Jaindl Turkey Farms, an agribusiness engaged in
farming and selling turkeys. He is also President of Jaindl's, Inc. an
agribusiness engaged in the processing and selling of turkeys. Mr. Jaindl has
served on the Board of Directors of Kutztown Bank, First National Bank of
Allentown and most recently Sovereign Bancorp, Inc. In January 1988, Mr. Jaindl
joined the Sovereign Board and in March 1989, he became Chairman. Mr. Jaindl
resigned as Chairman in April 1995. Mr. Jaindl is Chairman of Jaindl Land
Company, a developer of prime residential, commercial and industrial land in
eastern Pennsylvania. His other business interests include: Lehigh Ag Equipment,
Inc., a John Deere sales and service center, Schantz Orchards, a grower and
seller of fruit; and Lehigh Grains, Inc., a grain operation.
<PAGE>
Zachary J. Jaindl Trust and the Julianne C. Jaindl Trust are trusts established
for the children, ages 11 and 8 respectively, of Mark W. Jaindl
Purchase of Massachusetts Fincorp, Inc. shares by the Committee to Enhance
Stockholder Value and its Nominees
Frederick J. Jaindl
Date Shares Price
05/26/99 5,500 $11.50 Open Market
05/27/99 500 $11.5625 Open Market
05/28/99 2,500 $11.5625 Open Market
06/01/99 700 $11.625 Open Market
06/01/99 200 $11.5625 Open Market
06/07/99 600 $11.50 Open Market
06/08/99 600 $11.50 Open Market
06/09/99 2,500 $11.50 Open Market
06/16/99 848 $11.375 Open Market
Mark W. Jaindl
Date Shares Price
05/10/99 1,000 $ 9.125 Open Market
05/10/99 500 $ 9.375 Open Market
05/11/99 10,000 $10.125 Open Market
05/11/99 7,000 $10.25 Open Market
05/11/99 1,200 $ 9.75 Open Market
05/12/99 4,500 $10.0625 Open Market
05/17/99 3,000 $10.375 Open Market
05/26/99 200 $11.5 Open Market
05/26/99 1,500 $11.625 Open Market
06/16/99 1,100 $11.375 Open Market
Zachary J. Jaindl Trust
Date Shares Price
05/13/99 1,000 $10.00 Open Market
05/14/99 1,000 $10.125 Open Market
05/17/99 5,000 $10.125 Open Market
Julianne K. Jaindl Trus
Date Shares Price
05/26/99 3,600 $11.50 Open Market
William E. Schantz, II
Date Shares Price
01/11/00 100 $12.00 Open Market
Scott E. Buck
Date Shares Price
12/27/99 250 $11.00 Open Market
<PAGE>
P R O X Y
THIS PROXY IS SOLICITED IN OPPOSITION TO THE BOARD OF DIRECTORS OF MASSACHUSETTS
FINCORP, INC. BY THE COMMITTEE TO ENHANCE STOCKHOLDER VALUE.
ANNUAL MEETING OF STOCKHOLDERS
The undersigned hereby appoints Mark W. Jaindl with full power of substitution,
as Proxy for the undersigned, to vote all shares of common stock, par value $.01
per share of Massachusetts Fincorp, Inc. (the "Company"), which the undersigned
is entitled to vote at the Annual Meeting of Stockholders to be held on April
26, 2000, at 2:00 p.m. (local time) or any adjournment(s) or postponement(s)
thereof (the "Meeting"), as follows:
1. ELECTION OF DIRECTORS - COMMITTEE NOMINEES
The Committee to Enhance Stockholder Value nominees are: Mark W. Jaindl, Scott
E. Buck and William E. Schantz, II.
___ FOR ___ WITHHOLD AUTHORITY
(Authority to vote for any nominee(s) may be withheld by lining through
or otherwise striking out the name(s) of such nominee(s).)
2. APPOINTMENT OF GRANT THORNTON, LLP AS INDEPENDENT ACCOUNTANTS FOR THE FISCAL
YEAR ENDING DECEMBER 31, 2000:
For ___ Against ___ Abstain __
IMPORTANT: PLEASE SIGN AND DATE ON THE REVERSE SIDE.
This proxy, when properly executed, will be voted in the manner directed herein
by the undersigned Stockholder. Unless otherwise specified, this proxy will be
voted "FOR" the election of the Committee's Nominees as Directors and "FOR" the
appointment of Grant Thornton, LLP, the independent accountants. This proxy
revokes all prior proxies given by the undersigned.
In his discretion, the proxy is authorized to vote upon such other business as
may properly come before the meeting, or any adjournments or postponements
thereof, as provided in the proxy statement provided herewith.
Please sign exactly as your name appears hereon or on your proxy cards
previously sent to you. When shares are held by joint tenants, both should sign.
When signing as an attorney, executor, administrator, trustee, or guardian,
please give full title as such. If a corporation, please sign in full
corporation name by the President or other duly authorized officer. If a
partnership, please sign in partnership name by authorized person. This proxy
card votes all shares held in all capacities.
Dated:___________________________________
-----------------------------------------
(Signature)
-----------------------------------------
(Signature, if jointly held)
Title: ____________________________________
PLEASE SIGN, DATE, AND MAIL THIS PROXY CARD TODAY.
