NOTICE OF ANNUAL MEETING
WARWICK VALLEY TELEPHONE COMPANY
47 Main Street
Warwick, New York 10990
NOTICE OF THE ANNUAL MEETING OF SHAREHOLDERS
Notice is hereby given that the Annual Meeting of Shareholders of
Warwick Valley Telephone Company will be held at 2:00 p.m. on Friday,
April 30, 1999, at the Company's office at 47 Main Street, Warwick, New
York, for the following purposes:
I. To fix the number of Directors at nine until the next Annual Meeting,
to elect three Directors in Class III; and to elect one Director to
fill a vacancy in Class I.
II. To approve the selection of auditors for the year ending December 31,
1999; and
III. To transact such other business as may properly be brought before the
Meeting or any adjournment thereof.
The holders of the Common Stock of the Company of record at the close of
business on March 31, 1999 will be entitled to vote on each of the above
matters.
By the order of the Board of Directors
Barbara Barber, Secretary
April 16, 1999
IMPORTANT
You are cordially invited to attend the meeting in person.
Even if you plan to be present, you are urged to SIGN, DATE, AND
MAIL the enclosed proxy promptly.
If you attend the meeting, you can vote either in person or by your
proxy. All shares represented by valid proxies received prior to the meeting,
pursuant to this solicitation, and not revoked before they are exercised,
will be voted.
PROXY STATEMENT
Annual Meeting of Shareholders
Warwick Valley Telephone Company
April 16, 1999
This statement is furnished in connection with a solicitation of
proxies by the Board of Directors of Warwick Valley Telephone Company
(the Company'), 47 Main Street, Warwick, New York 10990, to be used at
the Annual Meeting of Shareholders of the Company to be held at 2:00 p.m.
on Friday, April 30, 1999, at its offices at 47 Main Street, Warwick, New
York, and at any adjournment thereof, for the purposes set forth in the
foregoing notice of meeting. Properly executed proxies received in time
for the meeting will be voted in the manner set forth herein unless
specifically otherwise directed by the shareholder, in which case they
will be voted as directed. If the enclosed form of proxy is executed and
returned, it may nevertheless be revoked at any time by delivering notice of
revocation or a duly executed proxy bearing a later date to the Secretary of
the Company before the proxy is voted.
At the close of business on March 31, 1999, the Company had outstanding
1,817,274 shares of Common Stock, without par value (the Common Stock'), and
the then holders of record thereof will be entitled to one vote for each
share so held by them on each of the matters to be considered at the meeting
or any adjournment thereof.
Pursuant to the Company's By-Laws, the election of any director
requires an affirmative vote of a plurality and all other matters submitted
require a majority of the votes of the Company's Common Stock represented at
the Annual Meeting in person or by proxy and entitled to vote and voting on
that proposal. Votes cast by proxy or in person at the Annual Meeting will
be counted by the persons appointed by the Company to act as tellers for the
meeting. The tellers will treat shares represented by proxies that reflect
abstentions as shares that are present and entitled to vote for purposes of
determining the presence of quorum. The tellers will treat broker
non-voters' (i.e., shares held by brokers or nominees as to which
instructions have not been received from the beneficial owners or persons
entitled to vote and with respect to which broker or nominee does not have
discretionary power to vote on a particular matter) as if the broker never
voted.
The Annual Report to Shareholders for the fiscal year ended December
31, 1998, including financial statements, was mailed together with this Proxy
Statement to all shareholders. Such report is not a part of the proxy
soliciting material. The Company will furnish without charge to any of its
shareholders, upon such shareholder's written request, a copy of the Company's
Annual Report to the Securities and Exchange Commission on Form 10-K,
including the financial statements and financial statement schedules, but
without the other exhibits attached thereto. Requests for such copies should
be directed to: Barbara Barber, Warwick Valley Telephone Company, 47 Main
Street, Warwick, New York 10990.
The Company will bear the cost of solicitation of proxies. In addition
to the use of the mails, proxies may be solicited by officers, directors and
regular employees of the Company personally, by telephone or telegraph. The
approximate date on which this proxy statement and accompanying form of proxy
are first being sent to shareholders is April 16, 1999.
I. ELECTION OF DIRECTORS
The Company's By-Laws provide that the Board of Directors of the Company
shall be divided into three classes of at least three Directors each. Such
classes are designated Class I', Class II' and Class III'. The Directors
in each Class are elected in alternating years for three-year terms. At this
Annual Meeting, the number of Directors will be fixed at nine until the next
Annual Meeting, and three Directors will be elected to Class III for terms
which will last until the 2002 Annual Meeting of Shareholders (and until their
respective successors shall have been elected and qualified). In addition, one
Director will be elected to fill the vacancy in Class I created by the
resignation of Mr. Victor J. Marotta; the term of this Director will last
until the 2000 Annual Meeting of Shareholders (and until his successor shall
have been selected and qualified).
It is the intention of the persons named in the enclosed form of proxy
to vote each proxy for the election of each of the nominees named below
unless such authority is withheld:
Class III
Philip S. Demarest
Herbert Gareiss, Jr.
Corinna S. Lewis
Class I
Robert J. DeValentino
All of the foregoing nominees are presently serving as Directors of the
Company, and their terms as such expire upon the election of Directors at
this Annual Meeting, except Mr. Herbert Gareiss, Jr., who has been nominated
by the Board to succeed Mr. Earl V. Barry whose term expires and is not seek-
ing re-election. Mr. Robert J. DeValentino was elected by the Board of
Directors on October 7, 1998 to fill the vacancy created by the resignation of
Mr. Victor J. Marotta.
If any of the nominees shall be unable to serve, the proxy may be voted
with the discretionary authority for a substitute chosen by the Board of
Directors. The Company has no reason to believe that any nominee will be
unable to serve.
<PAGE>
Information about Directors and Nominees for Election as Director
Name, Age and Other Position, Period Served as Director and
if any, with the Company Past Business Experience
Nominees for Class III
(Term will expire in 2002)
Philip S. Demarest, 62...............Director since 1964 retired since
1998; Vice President, Secretary
and Treasurer of the Company
from prior to 1994 until
1998, Secretary and Director of
Warwick Valley Mobile Telephone
Company, Inc.,Warwick Valley
Long Distance Company, Inc. and
Warwick Valley Networks Inc.
from prior to 1994 until 1998
and Hometown Online, Inc.,
from 1995 until 1998.
Herbert Gareiss, Jr.,53..............Assistant Secretary and Assistant
Vice President Treasurer of the Company since
1980 until 1990; Vice President
since 1990; Vice President and
Director of Warwick Valley
Mobile Telephone Company, Inc.,
since 1989, Warwick Valley Long
Distance Company, Inc., since
1993, Warwick Valley Networks,
Inc., since 1994 and Hometown
Online, Inc., since 1995.
Corinna S. Lewis, 60................ Director since 1994; retired
public relations consultant.
Nominee for Class I
(Term will expire in 2000)
Robert J. DeValentino, 55........... Director since 1998; Executive
Director of the Horton Health-
care Foundation since 1998;
District Manager for Citizens
Telecommunications in Middle-
town, N.Y., from prior to
1994 until 1998.
Directors Whose Terms Have Not Expired
(Elected in 1997 and 1998)
Wisner H. Buckbee, 62................Director since 1991 (Class II:
current term expires in 2001);
President of Wisner Farms,
Inc., an operating dairy farm,
since before 1994.
Howard Conklin, Jr., 71..............Director since 1965 (Class I:
Chairman of the Board current term expires in 2000);
Chairman of the Board since
1988; Chairman of the Board of
Conklin & Strong, Inc., a
retail lumber and building
materials company located in
Warwick, N.Y., from prior to
1994 until 1998.
Joseph E. DeLuca, M.D., 48...........Director since 1993 (Class II:
current term expires in 2001);
Physician, Vernon Urgent Care
Center, Vernon, N.J., since
1994.
Fred M. Knipp, 68....................Director since 1989 (Class II:
President current term expires in 2001);
President since 1988;
President and Director of
Warwick Valley Mobile
Telephone Company,Inc.,since
1989, Warwick Valley Long
Distance Company, Inc., since
1993, Warwick Valley Networks,
Inc., since 1994 and Hometown
Online, Inc., since 1995.
Henry L. Nielsen, Jr., 72............Director since 1984 (Class I:
Vice Chairman of the Board current term expires in 2000);
Vice Chairman of the Board
since 1992; President of
Nielsen Construction Company,
Inc.,a heavy construction and
earth-moving company located
in Warwick, N.Y., since before
1994.
The Board of Directors and Board Committees
The Board of Directors held twelve regular meetings in 1998. The
Company has standing Audit, Officers' Compensation, and Nominating
Committees of the Board of Directors. Each Director attended 75% or more
of the combined total of meetings of the Board of Directors and the
Committees on which he served in 1998.
The Audit Committee held one meeting in 1998. Director Conklin is Chair-
man of the Committee and Directors Barry, Buckbee, DeLuca, DeValentino, Lewis
and Nielsen are members. The Audit Committee's duties and responsibilities
include recommending to the Board the engagement of the independent auditors,
approving the plan and scope of the audit and the fee before the audit begins
and, following the audit, reviewing the results and the independent auditors'
comments on the Company's system of internal accounting controls with the
independent auditors. The Committee also advises the Board as to the
implementation of recommendations which have been made pursuant to
suggestions of the independent auditors.
In carrying out these functions, the Audit Committee represents the
Board in discharging its responsibility of oversight, but the existence of the
Committee does not alter the traditional roles and responsibilities of the
Company's management and the independent auditors with respect to the
accounting and control functions and financial statement presentation.
The Officers' Compensation Committee held one meeting in 1998.
Director Lewis is Chairperson of the Committee and Directors Barry, Buckbee,
Conklin, DeLuca, Demarest and Nielsen are members. The Committee makes
specific salary recommendations to the Board concerning officers of the
Company and reviews salaries of other management personnel.
The Nominating Committee held three meetings in 1998. Director
Nielsen is Chairman and Directors Conklin and Knipp are members. The
Nominating Committee recommends to the Board the names of Directors to
be recommended for election or re-election by the shareholders at the Annual
Meeting. The Nominating Committee is not precluded from considering
written recommendations for nominees from shareholders. For the 2000
Annual Meeting, such recommendations, together with a description of the
proposed nominee's qualifications and other relevant biographical information,
are to be sent to the Secretary of the Company not later than December 20,
1999.
Security Ownership of Certain Beneficial Owners and Management
The following table sets forth the beneficial ownership information as
of March 31,1999 regarding each Director, nominee for Director and officer
and all Directors, nominees and officers as a group, with respect to each
class of the Company's outstanding equity securities. Holders of shares of
the Company's 5% Series Preferred Shares, $100 par value (5% Preferred), are
not entitled to vote those shares at the Annual Meeting for which this Proxy
Statement has been prepared.
<TABLE>
Amount and Nature
Name of of Beneficial Percent
Title of Class Beneficial Owner Ownership (Shares) of Class
<CAPTION>
<S> <S> <C> <C>
Common Stock Barbara Barber 6,064 0.33%
Common Stock Earl V. Barry 121,240 (1) 6.67%
5% Preferred Earl V. Barry 142 2.84%
Common Stock Wisner H. Buckbee 4,914 0.27%
5% Preferred Wisner H. Buckbee 20 0.40%
Common Stock Howard Conklin, Jr. 9,720 (1) 0.53%
Common Stock Joseph E. DeLuca 1,700 (1) 0.09%
Common Stock Philip S. Demarest 10,216 0.56%
5% Preferred Philip S. Demarest 10 0.20%
Common Stock Robert J. DeValentino 100 0.01%
Common Stock Herbert Gareiss, Jr. 15,074 (1), (2),(3) 0.83%
Common Stock Bonnie Jackowitz 4,670 0.26%
Common Stock Fred M. Knipp 15,197 (1) 0.84%
5% Preferred Fred M. Knipp 85 1.70%
Common Stock Corinna S. Lewis 1,908 0.10%
5% Preferred Corinna S. Lewis 15 0.30%
Common Stock Dorinda M. Masker 1,224 (1), (2) 0.07%
Common Stock Henry L. Nielsen, Jr. 1,800 0.10%
Common Stock Colleen Shannon 2,197 0.12%
5% Preferred Colleen Shannon 2 0.04%
Common Stock Robert A. Sieczek 3,216 (3) 0.18%
<FN>
All Directors, nominees for Director and officers as a group:
</FN>
</TABLE>
Total Common Stock.....199,240 10.96% of the class
Total 5% Preferred.........274 5.48% of the class
(1) Includes shares held by spouse.
(2) Includes shares held in trust for children.
(3) Includes shares which may be voted pursuant to power of attorney.
<PAGE>
As of March 31, 1999, the only holder of more than 5% of the
Company's Common Stock known to the Company (other than Earl V. Barry,
47 Main Street, Warwick, New York 10990, who is shown in the preceding
table) was Orange County Trust Company, 75 North Street, Middletown, New
York 10940, which held 129,660 shares (7.13%) as trustee or custodian. The
Trust Company has sole power to vote and dispose of all 129,660 shares.
Executive Compensation
The following table sets forth all compensation paid by the Company
during the last three fiscal years to each executive officer.
Summary Compensation Table
<TABLE>
<CAPTION>
Name and Other Annual
Principal Position Year Salary($)* Compensation**
<S> <C> <C> <C>
Fred M. Knipp 1998 $202,365.08 $21,424.28
President and Director 1997 $182,653.67 $19,932.55
1996 $164,069.03 $17,670.65
Philip S. Demarest 1998 $115,192.10 $13,163.65
Vice President and Director 1997 $128,019.19 $13,322.38
(Retired from the Company 1996 $118,622.84 $11,971.60
on October 23, 1998)
Herbert Gareiss, Jr. 1998 $128,096.30 $ 7,526.74
Vice President 1997 $115,115.38 $ 6,093.63
1996 $106,530.57 $ 5,032.02
Larry Drake 1998 $ 47,500.00 $ 1,989.87
Vice President
(Hired on August 24, 1998)
*Includes one week's salary as annual bonus for the years 1998, 1997 and
1996.
** Directors' fees, where applicable, Company match of 401K contributions
and Company-paid life insurance premiums.
No other officers or employees received compensation during 1998 which
exceeded $100,000.
Directors of the Company receive $350, and the Chairman receives $525, for
each regular or special meeting of the Board which they attend.
Directors who are not employees of the Company also receive $175 for each
committee meeting.
</TABLE>
<PAGE>
REPORT OF OFFICERS' COMPENSATION COMMITTEE
April 1, 1998
Compensation Philosophy and Policy
We believe that a compensation program should offer performance-based
compensation to the Company's employees and reward employees whose results
enable the Company to achieve its vision. The executive compensation program
is designed to measure and enhance executive performance.
The Company 's executive compensation program has two components:
- Base Salary
- Annual Bonus
These components are designed to provide incentives and motivate key
executives whose efforts and job performance will enhance the strategic
well-being of the Company and maximize value to its shareholders. The program
is also structured to attract and retain the highest caliber executives.
The executive compensation program compensates the individual executive
officers based on the Company's consolidated performance and the individual's
contribution. The program is designed to be competitive with compensation
programs offered by comparable employers.
Public information concerning salaries paid by companies in the
telecommunications and related industries is used to determine what a
comparable firm would consider an appropriate performance-based compensation
package for its executives.
Base Salary
The salaries of the executive officers, including Mr. Knipp, were
determined based on the executive's performance and an analysis of base
salaries paid executive officers having similar responsibilities in other
companies. The level of Mr. Knipp's base salary was also based upon a
subjective assessment of his individual performance and responsibilities as
well as overall corporate performance as measured by actual earnings per
share, cash flow and growth of the business. The other executive officers
have similar measurements, but the criteria used to determine their
compensation is based more on their individual responsibilities. No relative
weights are attributed to any specific measurement factors.
Annual Bonus
The Company's annual bonus plan is designed to reward all Company
employees on the basis of consolidated corporate results during the past year.
Employees including officers may be entitled to a cash bonus of up to one
week's salary based on the change in consolidated corporate earnings for the
current year as compared to the immediate previous year.
Dr. Joseph E. DeLuca, Chairman Corinna S. Lewis
Earl V. Barry Victor J. Marotta
Wisner H. Buckbee Henry L. Nielsen, Jr.
Howard Conklin, Jr.
<PAGE>
PERFORMANCE GRAPH
This graph shows, as a
percentage, the Company's cumulative
total shareholder return, assuming
reinvestment of dividends, against the
Russell 2000, a widely regarded stock GRAPH GOES
market index representing 2000 small cap
companies whose average market capitalization HERE
is $255 million. A variety of factors may
be used in order to assess a corporation's
performance. This Performance Graph,
which reflects the Company's total return
against the Russell 2000, reflects
one such method. For the period from
January 1, 1994 through December 31, 1997
the shareholder return values for the Company
included in the graph are based on a valuation
prepared annually for the Company by an
independent appraisal firm in connection with
the Company's 401K Plans including the Savings
Plan for Management Employees discussed later
in this proxy statement. The value for year end
1998 was established by using the NASDAQ closing
price on the last day in December on which the
Company's common stock traded, which was
December 16, 1998.
Compensation Committee Interlocks and
Insider Participation in Compensation Decisions
The members of the Officers' Compensation Committee at the end of the
last completed fiscal year were Mr. Barry, Mr. Buckbee, Mr. Conklin, Dr.
DeLuca, Mrs. Lewis and Mr. Nielsen. (Mr. Marotta resigned from the
Committee in August 1998.) None of these persons were, during 1998, an
officer or employee of the Company or any of its subsidiaries. Mr. Barry is a
former officer and employee of the Company, having retired in 1977.
The full Board of Directors accepted the recommendation of the Officers'
Compensation Committee concerning all officers' compensation. Mr. Knipp and
Mr. Demarest are directors of the Company and, during 1998 participated in
those deliberations of the Company's Board of Directors in which the Board
accepted the Officers' Compensation Committee's recommendations concerning
executive officer compensation. Mr. Knipp is not a member of the Officers'
Compensation Committee. Mr. Demarest was appointed to the Officers'
Compensation Committee upon his retirement, but the committee has
not met since his appointment. No executive officer of the Company has,
during 1998 or previously, served as a director or member of the compensation
committee of any other entity that has an executive officer who serves or has
served either as a member of the Officers' Compensation Committee or as a
member of the Board of Directors of the Company.
The Company's management retirement plan (the "Plan") covers all
management employees over the age of 21 who have completed one year of
eligible service. The Plan benefits are fully vested after five years of
service. Normal retirement under the plan is at age 60. An employee's
accumulated monthly retirement benefit equals either: (1) 2-1/2% times years
of service times average monthly earnings (maximum benefit not to exceed the
lesser of 25% of average monthly earnings on a monthly basis or $10,800
annually); or (2) 1% times years of service times average monthly earnings.
Retirement benefits for employees hired prior to December 1, 1985 are
determined by using the calculation that results in the highest amount.
Retirement benefits for employees hired on or after December 1, 1985 are
calculated by using the second method. Fred M. Knipp has been credited with
15 years of benefit service (15%), in addition to the 1% per year of
employment (currently 10 1/2 years) provided by the Plan. Thirty-nine
3/4 years of benefit service were credited to Philip S. Demarest at the time
he retired in 1998, and eighteen years of benefit service are currently
credited to Herbert Gareiss, Jr. Average monthly earnings equal the highest
average earnings per month during any three consecutive twelve-month periods
within the last ten twelve-month periods immediately preceding retirement.
The Plan does not provide for any deductions for social security benefits
received.
Annual benefits payable at age 60 to Plan participants are illustrated
in the following Table:
<TABLE>
Average Annual Salary
During Highest Paid
Period of Three Annual Retirement Benefits
Consecutive Years Years of Benefit Service
<CAPTION>
<C> <C> <C> <C> <C> <C>
5 10 15 20 30
$ 90,000 4,500 10,800 13,500 18,000 27,000
$ 110,000 5,500 11,000 16,500 22,000 33,000
$ 130,000 6,500 13,000 19,500 26,000 39,000
$ 150,000 7,500 15,000 22,500 30,000 45,000
$ 170,000 8,500 17,000 25,500 34,000 51,000
$ 190,000 9,500 19,000 28,500 38,000 57,000
$ 210,000 10,500 21,000 31,500 42,000 63,000
</TABLE>
The additional 15% credited to Mr. Knipp, as reported above in this section,
would result in a benefit of $46,673 per year, based on an average
compensation of $183,030, rather than the amount determined from the above
table ($19,218).
The Company's Savings Plan for Management Employees (the "Savings Plan")
covers all active management employees of the Company. Eligible employees are
permitted to make contributions of up to 15% of their total compensation
before taxes, up to a statutory maximum ($10,000 in 1999), to a choice of
predefined funds maintained by the trustee of the Savings Plan. Eligible
employees may apply accumulated contributions towards the purchase of shares
of the Company's common stock. The common stock will be acquired in brokerage
transactions at the market price as of the transaction date. The Company has
agreed to make matching contributions of one dollar for every dollar
contributed by a management employee, up to a maximum Company contribution
of 7% of total compensation. Participants are fully vested in the Company's
contributions to their Savings Plan accounts immediately. The trustee of the
Plan is the Charles Schwab Trust Company.
Certain Transactions with Directors
During 1997 and 1998, the Company paid a total of $170,731.00 and
$221,880.00, respectively, to John W. Sanford & Son, Inc., of which Corinna
S. Lewis, a Director of the Company, is a director and shareholder. These
amounts were paid as premiums on property, liability and workers' compensation
insurance policies maintained by the Company. The management of the Company
believes that the transactions with John W. Sanford & Son, Inc. are on terms
as favorable as those available from unaffiliated third parties.
II. APPROVAL OF SELECTION OF INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors, upon recommendation of its Audit Committee,
has appointed the firm of Bush & Germain as independent public accountants for
the Company for the year 1999. Shareholder approval of this appointment is
requested. In the event a majority of the votes cast are against approval,
the Board of Directors will reconsider the appointment. A representative of
Bush & Germain is not expected to attend the Annual Meeting.
III. OTHER MATTERS WHICH MAY COME BEFORE THE MEETING
The Board of Directors knows of no other matters which are likely to
be brought before the Annual Meeting. However, if any other matter should
properly come before this Annual Meeting it is the intention of the persons
named in the enclosed proxy to vote in accordance with their judgment on
such matter.
SHAREHOLDER PROPOSALS
Shareholders are entitled to submit proposals on matters appropriate
for shareholder action consistent with the regulations of the Securities and
Exchange Commission. If a shareholder intends to present a proposal at next
year's Annual Meeting of Shareholders, the proposal must be received by the
Secretary of the Company (at 47 Main Street, Warwick, New York 10990) not
later than March 2, 2000 in order to be included in the Company's proxy
statement and form of proxy relating to that Meeting. Under the rules of the
Securities and Exchange Commission, shareholders submitting such proposals
are required to have held shares of the Company's Common Stock amounting to at
least $2,000 in market value or one percent of the Common Stock outstanding
for at least one year prior to the date on which such proposals are submitted.
Futhermore, such shareholders must continue to own at least that amount of
the Company's Common Stock through the date on which the Annual Meeting
is held.
Warwick Valley Telephone Company Proxy
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Barbara Barber and Colleen Shannon, or
either of them, with full power of substitution, attorneys, agents and proxies
to vote on behalf of the undersigned at the Annual Meeting of Shareholders of
Warwick Valley Telephone Company to be held on Friday, April 30, 1999 at 2:00
p.m. or at any adjournment thereof:
I. FIXING NUMBER OF DIRECTORS AT NINE until next Annual Meeting.
FOR [] AGAINST [] ABSTAIN []
The Board of Directors recommends a vote FOR this resolution.
II. ELECTION OF DIRECTORS
FOR [] all nominees listed below WITHHOLD AUTHORITY [] to vote for
(except as marked to the all nominees
contrary below) listed below
Philip S. Demarest Robert J. DeValentino
Herbert Gareiss, Jr. Corinna S. Lewis
The Board of Directors recommends a vote FOR this resolution.
INSTRUCTIONS: To withhold authority to vote for any individual
nominee, strike a line through the nominee's name in the list
above.
III. PROPOSAL TO APPROVE THE APPOINTMENT
OF BUSH AND GERMAIN as the FOR [ ] AGAINST [ ] ABSTAIN [ ]
independent public accountants of
the Company.
The Board of Directors recommends a vote FOR this resolution.
IV. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the Annual Meeting.
This proxy when properly executed will be voted in the manner directed
herein by the undersigned shareholder. If no direction is made, this
proxy will be voted FOR as respects all items.
WITNESS my hand this.................................day of
......................................................,1999
(please date)
...........................................................
Please sign exactly as name appears hereon. 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 corporate name by president or other authorized
officer. If a partnership, please sign in partnership name by
authorized person.
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY
PROMPTLY USING THE ENCLOSED ENVELOPE
