<PAGE> 1
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to 240.14a-11(c) or 240.14a-12
WEB PRESS CORPORATION
- --------------------------------------------------------------------------------
(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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(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
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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
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previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
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<PAGE> 2
WEB PRESS CORPORATION
22023 68th Avenue South
Kent, Washington 98032
-------------------------------------------------
Notice of Annual Meeting of Shareholders
to be held June 30, 2000
-------------------------------------------------
To Our Shareholders:
The Annual Meeting of the shareholders of Web Press Corporation (the "Company")
will be held at the Company's offices at 22023 68th Avenue South, Kent,
Washington at 10:00 a.m., local time, on Friday, June 30, 2000, for the
following purposes:
1. To elect seven persons to the Board of Directors of the Company
to serve until the election of their successors now scheduled to occur at the
2000 Annual Meeting of the shareholders;
2. To transact such other business as may properly come before the
meeting.
A proxy statement containing information regarding the above item appears on the
following pages. The Company's 1999 Annual Report is enclosed.
The record of shareholders entitled to receive notice of and to vote at the
Annual Meeting was determined as of the close of business on May 19, 2000.
We have enclosed a proxy card that will enable you to vote your shares on the
issues to be considered at the meeting. All you need to do is mark the proxy to
indicate your vote, date and sign the proxy, and then return it to the Company
in the enclosed envelope as soon as conveniently possible. If you wish to vote
in favor of the agenda item in accordance with the Board of Director's
recommendation, you need not mark your vote on the proxy but need only sign,
date, and return it to the Company.
Page 1 of 12
<PAGE> 3
Management sincerely appreciates your support. We hope to see you at the Annual
Meeting.
By Order of the Board of Directors,
/s/ CRAIG L. MATHISON
Craig L. Mathison
Secretary
June 2, 2000
Kent, Washington
----------------------------------------------------------------
YOUR VOTE IS IMPORTANT!
Please mark, date and sign the enclosed proxy and promptly
return it to the Company in the enclosed envelope.
----------------------------------------------------------------
2
<PAGE> 4
WEB PRESS CORPORATION
22023 68th Avenue South
Kent, Washington 98032
--------
PROXY STATEMENT FOR THE 2000
ANNUAL MEETING OF THE SHAREHOLDERS
INTRODUCTION
The 2000 Annual Meeting of shareholders of Web Press Corporation (the "Company")
will be held at 10:00 a.m., local time, on Friday, June 30, 2000, at the
Company's offices at 22023 68th Avenue South, Kent, Washington.
This proxy statement is being distributed in connection with the solicitation of
proxies by the Company's Board of Directors for use at the Annual Meeting. The
Company intends to commence distribution of this proxy statement and the
materials that accompany it on June 8, 2000. Except as otherwise expressly
indicated, all information herein is provided as of May 19, 2000. Solicitation
pursuant to this proxy statement may be followed by personal solicitation of
certain shareholders by Management.
Each shareholder of record is invited to use the proxy card which accompanies
this proxy statement to vote on (or to abstain from voting on) the proposal to
be presented at the Annual Meeting. For the reasons indicated elsewhere in this
proxy statement, Web Press' Board of Directors recommends that shareholders vote
FOR the agenda item on the proxy card. A shareholder who desires to vote on the
matter in accordance with the Board's recommendation need, however, only date,
sign and return the enclosed proxy card. The Company requests that the dated and
signed proxy be returned as soon as possible.
The record of shareholders entitled to receive notice of and to vote at the
Annual Meeting was determined as of the close of business on May 19, 2000
(herein called the "record date"). At that time, 3,105,413 shares of Web Press
common stock were outstanding. Each share of the common stock entitles its
holder to one vote.
ELECTION OF DIRECTORS
The Company's Board of Directors has nominated seven individuals for election to
the Board to serve until the 2001 annual shareholders' meeting or until their
successors are elected and qualified. The nominees are Gary B. Palmer, Rufus M.
Sprague, Patrick F. Dunn, Edwin P. Beierlorzer, Alan W. White, Rolynn G. Mercer,
and Roy B. Thompson. All of the nominees are
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<PAGE> 5
presently members of the Board. If, on account of death or any other unforeseen
contingency, any of such nominees should not be available for election, then the
Board of Directors will either (i) reduce the size of the Board to eliminate the
position for which the person was nominated or (ii) nominate a new candidate for
election to the Board in place of the person unable to serve and vote in favor
of the new candidate all shares covered by management proxies on which authority
to vote for management nominees has not been generally withheld. Any such
changes will be announced at the Annual Meeting but no advance notice of such
change will be mailed or otherwise provided to the shareholders.
Management recommends that you vote for the nominees named above for election to
the Board of Directors.
The Board has determined that seven directors (two outside directors and five
members of management) are adequate, and the Board does not intend, at this
time, to increase the size of the Board to the maximum of nine members allowed
by the Company's By-laws.
The following table identifies the seven persons nominated by the Board of
Directors for election to the Board at the 2000 Annual Meeting and with respect
to each person named shows: (i) his age; (ii) his principal business experience
during the past five years (including all positions and offices held with the
Company); and (iii) the year in which he first became a member of the Board of
Directors.
<TABLE>
<CAPTION>
Experience during Director
Name Age Past Five Years Since
- ---- --- --------------- -----
<S> <C> <C> <C>
G.B. Palmer 52 President since 12/20/96
December 20,1996.
Director of Manufacturing
September 1990 to
December 20, 1996.
R.M. Sprague 60 Founder and owner 1/30/97
Sprague Metal Co.,
a manufacturer of
sheet metal products.
P.F. Dunn 51 Tax Manager with the State 2/25/97
and Local Division,
The Boeing Company, a
Washington based aerospace
product manufacturer.
E.P. Beierlorzer 60 Vice President of Engineering 6/27/97
since November 1997.
Director of Engineering from
</TABLE>
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<TABLE>
<S> <C>
June 1997 to November 1997.
Consultant from July 1996 to
June 1997. Chief engineer
with Ecopak division, Ranpak
Corporation, a manufacturer
of packaging material and
equipment,from August 1992 to
June 1996
A.W. White 45 Vice President of Purchasing 6/27/97
since November 1997.
Puchasing manager since 1976.
R.G. Mercer 58 Vice President of 6/27/97
Manufacturing
since November 1997. Director
of manufacturing December 1996
to November 1997. Production
manager August 1990 to
December
1996.
R.B. Thompson 59 Vice President of Technical 6/27/97
Services since November 1997.
Customer service manager
October 1985 to November 1997.
</TABLE>
FUNCTIONS AND MEETINGS OF THE BOARD OF DIRECTORS AND ITS COMMITTEES
The Board of Directors has the ultimate authority for the management of the
Company's business and objectives. The Board selects the Company's executive
officers, delegates responsibilities for the conduct of Company operations to
those officers, and monitors their performance. The Board of Directors held one
meeting during 1999. All of the incumbent directors attended more than 75% of
the total board and committee meetings.
A number of important functions of the Board of Directors are performed by the
committees which are comprised solely of members of the Board. The Board has
designated two committees: an Audit Committee and a Compensation Committee. The
Board as a whole appoints members to these committees, from among the outside
directors, at the first meeting of the Board that occurs after the election to
the Board of Directors. The Board retains the power to change at any time the
authority or responsibility delegated to each committee or the members serving
on such committee.
The Audit Committee performs the following principal functions: It recommends to
the Board of Directors the firm of independent public accountants to audit the
Company's financial statements for each fiscal year; reviews with the Company's
independent auditors the general
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scope of their audit services; reviews the nature and extent of the non-audit
services supplied by the Company's independent auditors; reviews with the
independent auditors the results of their audit; reviews reports and
recommendations made to the Committee by company personnel and by independent
auditors; reviews programs to monitor accounting practices and the effectiveness
of internal accounting controls; reviews exceptions to such programs as are
brought to its attention; approves the fees for services rendered by the
independent auditors; and consults with management as it deems appropriate on
the results of its reviews. The current members of the audit committee are P.F.
Dunn and R.M. Sprague. The Committee met once in 1999.
The Compensation Committee reviews remuneration and recommends to the Board of
Directors any changes in remuneration (including salaries, options, commissions,
bonuses, fringe benefits, and incentive compensation) for the officers and
managers of the Company. The current members of the Compensation Committee are
R.M. Sprague and P.F. Dunn. The Committee met once in 1999.
The Board of Directors does not have a standing committee responsible for
nominating persons to become directors.
COMPENSATION OF EXECUTIVE OFFICERS IN THE YEAR ENDED DECEMBER 31, 1999
The following table sets forth the aggregate total cash compensation accrued
during the fiscal years ended December 31, 1999, 1998, and 1997 for the Chief
Executive Officer of the Company.
Annual Compensation
<TABLE>
<CAPTION>
Long-Term All Other
Name/Principal Salary Bonus Compensation Compensation
Position Year ($) ($) ($) ($)
- ----------------- ------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C>
G. B. Palmer 1999 85,625 1,317 0 0
President/General 1998 72,500 0 0 0
Manager/Director 1997 65,614 0 0 0
</TABLE>
The Compensation Committee established a base salary for the president of
$95,000 per year effective June 1, 1999. The president also participated in a
performance bonus program covering all employees.
Directors who are not employees of the Company are paid an annual retainer of
$1,000, $500 per year for participation on the audit or compensation committees,
and $50 per meeting.
No officer, director, nominee or associate of any officer, director, or nominee
was indebted to the Company in an amount in excess of $60,000 at any time during
the fiscal year ended December 31, 1999.
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COMPENSATION COMMITTEE REPORT ON FISCAL YEAR 1999 EXECUTIVE COMPENSATION
The Company's Compensation Committee regularly meets once each year and holds
special meetings as required. The Committee is currently composed of two outside
directors, R.M. Sprague, its Chairman, and P.F. Dunn. The Committee is
responsible for reviewing and approving compensation and benefit programs that
cover officers and key executives of the Company. This includes oversight of
salary levels and salary changes for corporate officers, annual bonus plan award
and payment decisions, stock options, change of control agreements, and any
other forms of remuneration. In addition, the Committee evaluates performance of
management, considers management succession, and deals with other matters
related to senior management.
The Committee, in reviewing compensation packages including salaries,
commissions, bonuses and stock options for its officers and key executives, uses
periodic compensation surveys by such consulting firms as Milliman & Robertson
Consulting, Washington Employer's, and Panel's Officer Compensation Report. It
also considers S.E.C. and annual report information concerning compensation
received by officers of similar companies, as well as information received from
executive placement firms.
The Company's compensation program for its President is stated in the section
next above. The Compensation Committee has determined that such compensation is
consistent with competitive conditions for chief executive officers considering
the degree of responsibility, knowledge and experience involved, as well as the
nature and size of the corporation.
The Company's Vice President of Sales receives commission income only, but is
permitted to draw against commissions during the course of the year.
The remainder of the officers and directors are under no formal compensation
agreements but all are paid based on the competency, skills, and experience
required by their positions. The Compensation Committee has determined that all
are being compensated reasonably and fairly.
The Compensation Committee expects that all compensation paid by the Company to
its executive officers will be within the limits of deductibility under Section
162(m) of the Internal Revenue Code.
(The foregoing report was furnished by Messrs. Sprague (Chairman) and Dunn.)
SHAREHOLDER RETURN PERFORMANCE GRAPH
Set forth below is a line graph comparing the cumulative total shareholder
return on the Company's Common Stock against the cumulative total return of the
Standard & Poor's Smallcap 600 Index, and the Standard & Poor's
Machinery-Diversified Index for the period of five years commencing December 31,
1994 and ending December 31, 1999. The graph
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assumes that $100 was invested on December 31, 1994 in each of the Company's
Common Stock, the Standard & Poor's Smallcap 600 Index, and the Standard &
Poor's Machinery-Diversified Index and that all dividends were reinvested. This
data was furnished by Standard & Poor's Compustat Services, Inc.
Note that "Shareholders' Return" is measured by changes in the market price of
stock adjusted for dividends paid. Since Web Press Corporation stock is very
thinly traded, the market price of its stock does not, in management's opinion,
accurately reflect the performance of the Company.
Web's performance should be measured against other companies in the printing
press manufacturing industry; however, figures for Web's competitors are not
available. The Standard & Poor's figures are believed to be the most nearly
comparable, but they do not provide a direct comparison with companies in the
printing press manufacturing industry.
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN
TO SHAREHOLDERS AS MEASURED BY STOCK PRICE
PERFORMANCE GRAPH
<TABLE>
<CAPTION>
Base Years ending Period
--------------------------------------------------------------------------
Company/Index Dec 94 Dec 95 Dec 96 Dec 97 Dec 98 Dec 99
- ------------- ------ ------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C> <C>
Web Press Corporation 100 168.42 197.37 109.07 316.81 228.52
S & P Smallcap 600 Index 100 129.96 157.67 198.01 195.42 219.66
Machinery (diversified)-500 100 123.41 153.82 203.47 169.34 200.21
</TABLE>
- - Assumes that the value of investments in Web Press Corporation common stock
and each index stock was $100 on December 1, 1994 and that all dividends
were invested.
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<PAGE> 10
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of May 19, 2000, information with respect to
the beneficial ownership of common stock of the Company by each person who is
known by the Company to have owned beneficially more than 5% of the Company's
common stock, and by each of its executive officers and directors, and by its
executive officers and directors as a group:
<TABLE>
<CAPTION>
Percent
Name and Address Shares Owned Of Class
- -------------------------- --------- ---------
<S> <C> <C>
Alan W. White 551,400 17.76%
3025 196th Ave. Ct. E
Sumner, WA 98390
Rolynn G. Mercer 520,667(1) 16.77%
23326 51st Avenue South
Kent, WA 98032
Roy B. Thompson 513,000(2) 16.52%
3901 NE 22
Renton, WA 98056
Gary B. Palmer 264,833 8.53%
285 Mt. Rainier Pl
Issaquah, WA 98027
Edwin P. Beierlorzer 256,500 8.26%
4714 - 161 Ave. SE
Bellevue, WA 98006
William F. Carmody 155,800(3) 5.02%
10826 Auburn Ave. S
Seattle, WA 98178
Rufus M. Sprague 63,200 2.04%
417 Milwaukee Blvd. N
Pacific, WA 98047
Charles A. Gath 6,000(4) 0.19%
640 Jasmine Pl. N.W.
Issaquah, WA 98027
</TABLE>
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<PAGE> 11
<TABLE>
<S> <C> <C>
Patrick F. Dunn -0- *
9768 Waters Ave. S
Seattle, WA 98118
Craig L. Mathison -0- *
9553 49th Avenue N.E.
Seattle, WA 98115
All Directors and Officers
as a Group (9 persons) 2,175,600 70.06%
</TABLE>
* Less than 1%
(1) Includes 73,894 shares owned by Mr. Mercer's wife.
(2) Includes 54,605 shares owned by Mr. Thompson's wife.
(3) Includes 800 shares held as custodian for Mr. Carmody's child as to
which he disclaims beneficial ownership.
(4) Includes 1,000 shares held as custodian for Mr. Gath's grandchild as to
which he disclaims beneficial ownership.
R.M. Sprague, a Director of the Company and owner of Sprague Metal Company, has
an ongoing relationship with the Company as a supplier of sheet metal products
and other miscellaneous parts. This relationship is expected to continue in the
future. During the fiscal year ended December 31, 1999, the Company purchased
parts costing $252,329 from the Sprague Metal Company. The Company's management
negotiates purchase orders and prices for the items purchased. Management
believes the prices paid are competitive with other sources.
APPOINTMENT OF AND SERVICES PERFORMED BY INDEPENDENT PUBLIC ACCOUNTANTS
Grant Thornton LLP audited the Company's financial statements for the year ended
December 31, 1999. This firm has audited the consolidated financial statements
of the Company since 1994. A representative of the firm will be present at the
Annual Meeting with the opportunity to make a statement if he/she so desires,
and will be available to respond to appropriate questions raised orally at the
meeting or submitted to the Company's Secretary before the meeting.
With the recommendation of the Audit Committee, the Board of Directors has
appointed Grant Thornton LLP to audit the Company's financial statements for the
year ending December 31, 2000.
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In addition to auditing, Grant Thornton LLP performed other professional
services for the Company during 1999.
GENERAL INFORMATION
Quorum and Adjournments
A majority of the voting power represented by the common stock outstanding on
the record date will constitute a quorum for the transaction of business at the
Annual Meeting of shareholders.
All management proxies grant authority to vote the shares covered thereby: (i)
to adjourn the Annual Meeting of shareholders until a quorum can be obtained or
for any other reason deemed desirable by management; (ii) to set the time at
which the meeting will be held after any such adjournment; and (iii) on all
issues which come up for vote at the meeting whenever it is held after any such
adjournment.
Voting of Proxies Solicited by the Board of Directors
All shares of common stock represented by any proxy card in the accompanying
form which is completed as directed on the accompanying proxy card or in any
other manner reasonably satisfactory to the Company and which is received by the
Company in time to permit voting (a "management proxy") will be voted as
directed on such proxy and, in the absence of such directive, will be voted FOR
the election as directors of the Company of the persons nominated by the Board
of Directors. Under applicable law, the seven persons who receive the greatest
number of votes cast for election of directors will be elected. Abstention from
voting for one or more directors will have the practical effect of voting
against such director or directors since it will mean fewer votes for approval.
Broker non-votes will have the same effect.
Management of the Company does not know of any matter which will be presented
for action at the 2000 Annual Meeting in addition to the matter identified in
this proxy statement. All shares covered by management proxy will be voted with
respect to any other matter not described in this proxy statement, which is
properly brought before the meeting, in accordance with the judgment of the
proxies.
Revocability of Proxies
Any proxy may be revoked by the person or persons giving it at any time before
it has been exercised at the meeting by giving notice of revocation to the
Company's Secretary in writing or by voting by ballot at the meeting.
Section 16(a) Beneficial Ownership Report Compliance
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Section 16(a) of the Securities and Exchange Act of 1934, as amended, requires
that certain of the Company's officers and directors, and persons who own more
than ten percent of a registered class of the Company's equity securities, file
reports of ownership and changes of ownership with the Securities and Exchange
Commission. Officers, directors and greater than ten percent shareholders are
required by SEC regulation to furnish the Company with copies of all such forms
they file.
Based solely on its review of the copies of such forms received by the Company,
the Company believes that, in 1998, all filing requirements applicable to its
officers, directors and greater than ten percent beneficial owners were complied
with.
Solicitation Costs
This proxy statement has been issued in connection with the solicitation of
proxies by the Board of Directors. The Company will pay the cost of the
preparation and mailing of this proxy statement and all other costs in this
proxy solicitation.
2001 Shareholder Proposals
In order for a proposal by any shareholder to be included in the proxy statement
and form of proxy which will be issued by the Company in connection with the
2001 Annual Meeting of shareholders, the proposal (i) must be delivered in
writing to the Company's Secretary at 22023 68th Ave., South, Kent, Washington,
98032 not later than February 10, 2001 and (ii) must satisfy the conditions
established by the Securities and Exchange Commission as necessary to entitle
such proposal to be included in the proxy statement and form of proxy.
Reports to Shareholders
The Company has mailed this proxy statement and a copy of its 1999 Annual Report
to each shareholder entitled to vote at the meeting. Included in the 1999 Annual
Report are the Company's consolidated financial statements for the fiscal year
ended December 31, 1999.
A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-KSB FOR THE FISCAL YEAR ENDED
DECEMBER 31, 1999, AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, MAY BE
OBTAINED WITHOUT CHARGE BY SENDING A WRITTEN REQUEST THEREFOR TO THE
SECRETARY/TREASURER, WEB PRESS CORPORATION, 22023 68TH AVE., SOUTH, KENT,
WASHINGTON, 98032.
By order of the Board of Directors,
/s/ CRAIG L. MATHISON
June 2, 2000 Craig L. Mathison
Kent, Washington Secretary
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PROXY PROXY
WEB PRESS CORPORATION
22023 68TH AVE. SOUTH, KENT, WA 98032
ANNUAL MEETING OF SHAREHOLDERS
JUNE 30, 2000
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints G.B. Palmer or C.L. Mathison as Proxy, in
the order named and each with the power to appoint his substitute, and hereby
authorizes the Proxy to represent and to vote, as designated below, all the
shares of common stock of Web Press Corporation held of record by the
undersigned on May 19, 2000, at the Annual Meeting of Shareholders to be held on
June 30, 2000 or any adjournment thereof.
DATE AND SIGN ON REVERSE SIDE
- FOLD AND DETACH HERE -
<PAGE> 15
PLEASE MARK
YOUR CHOICES [X]
LIKE THIS
FOR WITHHOLD
all nominees below AUTHORITY
(except as marked to vote for all
to the contrary) nominees listed below
[ ] [ ]
1. ELECTION OF DIRECTORS
NOMINEES: G.B. Palmer, R.M. Sprague, P.F. Dunn, E.P. Beierlorzer,
A.W. White, R.G. Mercer, R.B. Thompson
(INSTRUCTION: To withhold authority to vote for any individual nominee strike a
line through the nominee's name in the list above).
2. In their discretion, the Proxies are
authorized to vote upon such other business
as may properly come before the meeting.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
This proxy, when properly executed, will be voted in
the manner directed herein by the undersigned
stockholder, if no direction is made, this Proxy will
be voted for the nominees named in Item 1.
Please sign exactly as name appears above.
When shares are held by joint tenants or
spouses, both should sign. When signing as
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.
Dated_______________________________, 2000
__________________________________________
Signature
__________________________________________
Signature if held jointly
PLEASE MARK, SIGN, DATE AND
RETURN THE PROXY CARD PROMPTLY
IN THE ENCLOSED ENVELOPE.
- FOLD AND DETACH HERE -
