SCHEDULE 14A
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 X
Filed by a Party other than the Registrant
Check the appropriate box:
Preliminary Proxy Statement
X Definitive Proxy Statement
Definitive Additional Materials
Soliciting Material Pursuant to Exchange Act Rule 14a-11 or 14a-12
THE YORK WATER COMPANY
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement)
Lois L. Shultz, Asst. Secretary
Payment of Filing Fee (Check the appropriate box):
X $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1) or 14a-
6(j)(2)
$500 per each part to the controversy pursuant to Exchange Act Rule 14a-
6(i)(3).
Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which the transaction applies;
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:
4) Proposed maximum aggregate value of transaction:
Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
<PAGE>
THE YORK WATER COMPANY
130 EAST MARKET STREET
YORK, PENNSYLVANIA 17401
March 31, 1995
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO THE SHAREHOLDERS OF THE YORK WATER COMPANY
NOTICE IS HEREBY GIVEN that the Annual Meeting of the Shareholders of The York
Water Company will be held at the office of the Company, 130 East Market
Street, in the City of York, Pennsylvania, on May 1, 1995 at 1:00 P.M. for the
purpose of taking action upon the following proposals:
(1) To elect three (3) Directors to three-year terms of office;
(2) To appoint independent accountants to audit the books and accounts
of the Company for the year 1995; and
(3) To transact such other business as may properly come before the
meeting.
The Board of Directors has fixed the close of business on March 15, 1995 as
the record date for the determination of shareholders entitled to notice of
and to vote at the meeting, and at any adjournment or adjournments thereof.
You are cordially invited to attend the meeting. In the event you will be
unable to attend, you are respectfully requested to sign, date and return the
enclosed proxy at your earliest convenience in the enclosed stamped return
envelope.
By order of the Board of Directors,
ROBERT E. SKOLD
Secretary
<PAGE>
THE YORK WATER COMPANY
130 EAST MARKET STREET
YORK, PENNSYLVANIA 17405
March 31, 1995
PROXY STATEMENT
This Proxy Statement and the accompanying form of proxy are being
furnished to the shareholders of The York Water Company
(hereinafter referred to as the "Company") in connection with the
solicitation of proxies by the Board of Directors of the Company
for proxies, whereby shareholders would appoint Robert E. Skold,
Josephine S. Appell, and Frank Motter, and each of them, as
Proxies on behalf of the shareholders, to be used at the Annual
Meeting of the Shareholders of the Company to be held at 1:00
p.m. at the office of the Company on May 1, 1995 (the "Annual
Meeting") and at any adjournment or adjournments thereof.
Solicitation of proxies will be primarily by mail. Proxies may
also be solicited personally and by telephone by regular
employees of the Company. The expenses of the solicitation will
be borne by the Company. Such expenses may also include ordinary
charges and expenses of brokerage houses and other custodians,
nominees and other fiduciaries for forwarding documents to
shareholders. This Proxy Statement has been mailed to
shareholders of the Company on or about March 31, 1995.
A shareholder who completes and forwards the enclosed proxy to
the Company is not precluded from attending the Annual Meeting
and voting his or her shares in person, and may revoke the proxy
by delivering a later dated proxy or by written notification to
the Company at any time before the proxy is exercised.
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
The outstanding securities of the Company entitled to vote at the
meeting consist of 631,310 shares of Common Stock, par value
$10.00 per share.
The record date for the determination of shareholders entitled to
notice of and to vote at the Annual Meeting or at any adjournment
or adjournments thereof is the close of business on March 15,
1995. Shareholders are entitled to one vote for each share on all
matters coming before the meeting, except that shareholders have
cumulative voting rights with respect to the election of
Directors. Cumulative voting rights permit each shareholder to
cast as many votes in the election of each class of Directors to
be elected as shall equal the number of such shareholder's shares
of Common Stock multiplied by the number of Directors to be
elected in such class of Directors, and each shareholder may
cast all such votes for a single nominee or distribute such votes
among two or more nominees in such class as the shareholder may
see fit. Discretionary authority to cumulate votes is not being
solicited. So far as known to the Company, based upon
information contained in SEC filings, the following person
beneficially owns five (5) percent or more of the Company's
outstanding Common Stock as of March 15, 1995:
Amount Percent of
Title Name & Address Beneficially Outstanding
of Class of Owner Owned Common Stock
Common The Northern Trust
Stock Corporation
Fifty South Lasalle St.
Chicago, IL 60675 41,133 shares 6.52
ELECTION OF DIRECTORS
At the Annual Meeting, all the nominees, each of whom is
currently serving as Director, are to be elected to serve for the
ensuing three (3) years and until their respective successors
have been elected and qualified. The Company has a total of nine
Directors, who are elected to staggered three-year terms of
office. Each share represented by the enclosed proxy will be
voted for each of the nominees listed, unless authority to do so
is withheld. If any nominee becomes unavailable for any reason
or if a vacancy should occur before the election (which events
are not anticipated), the shares represented by the enclosed
proxy may be voted for such other person as may be determined by
the Proxies.
The information appearing in the following table with respect to
principal occupation and beneficial ownership of Common Stock of
the Company has been furnished to the Company by the nine
nominees or incumbents as of March 15, 1995.
<TABLE>
<CAPTION> Full Percent
Principal Occupation Director Shares of Total
Name Age During Last Fve Years Since Owned Shares
Beneficially<F1> Outstanding
<S> <C> <C> <C> <C> <C>
NOMINEES FOR ELECTION TO
THREE YEAR TERMS
Irvin S. Naylor* 59 Chairman of the Board, The York Water 10/31/60 2,553 0.40
Company, September, 1993 to date
Secretary-Treasurer, The York Water
Company, May, 1977 to September, 1993
President, Snow Time, Inc., Owns
and Operates Ski Areas, June, 1964
to date
Vice Chairman of the Board, Cor-Box, Inc.,
Mfg. Corrugated Boxes, June, 1966 to date
William T. Morris, P.E.* 57 President and General Manager, 4/19/78 1,622<F2> 0.26
The York Water Company, May, 1982
to date
Horace Keesey III* 66 Vice President, The York Water 8/27/79 2,755<F3> 0.43
Company, May, 1986 to date
Consultant, October, 1991 to date
Sales Manager, Recycled Mills, Stone
Container Corp., March, 1986 to
October, 1991
TO CONTINUE FOR TERMS EXPIRING
IN 1996
Robert E. Skold* 72 Secretary-Treasurer, The York 11/1/73 5,958<F4> 0.94
Water Company, September,
1993 to date
President, Central Pennsylvania
Mortgage Company, 1966 to date
Treasurer and Secretary, JLR, Inc.
Real Estate Investment Company,
April, 1988 to date. Vice President,
October, 1991 to date.
Paul W. Ware 48 Chairman, Penn Fuel Gas, Inc.,June, 3/27/89 31,915(f5) 5.05
1990 to date. President, June, 1989
to March, 1992. Vice Chairman, May,
1987 to June, 1990. Executive Vice
President, June, 1988 to June 1989
President, North Penn Gas Company, June,
1988 to March, 1992
John L. Finlayson 54 Vice President-Finance and 9/2/93 203 0.03
Administration, Susquehanna
Pfaltzgraff Co.,
August, 1978 to date
TO CONTINUE FOR TERMS
EXPIRING IN 1997
Josephine S. Appell* 71 Chairman of the Board, York Blue 3/26/79 1,362 0.22
Print Company, Inc., October, 1986
to date; Treasurer, May, 1973 to
December, 1993; Secretary, January,
1993 to date
Executive Vice President and Treasurer,
C. S. Davidson, Inc. Engineers, May,
1973 to February, 1993; Director,
May, 1973 to date
Frank Motter** 67 President, Motter Printing Press Co., 03/26/79 3,259 0.52
June, 1972 to date
Consultant, KBA-Motter Corp., Manufacturer
of web-fed printing equipment, December,
1991 to March 1993. Executive Vice
President, October, 1990 to December, 1991
George Hay Kain, III** 46 Sole Practitioner, Attorney at Law 08/25/86 3,094(f6) 0.49
April, 1982 to date
General Counsel of The York Water
Company, May, 1991 to May, 1994
All Directors and
Executive Officers
as a group 52,518<F7> 8.32
* Members and (**) Alternate Members of the Executive Committee.
<F1> Except as indicated in the footnotes below, Directors
possessed sole voting power and sole investment power with
respect to all shares set forth in this column.
<F2> Includes 458 shares owned by Mr. Morris' wife for which Mr.
Morris disclaims beneficial ownership.
<F3> Includes 615 shares owned by Mr. Keesey's wife for which
Mr. Keesey disclaims beneficial ownership and 438 shares
owned jointly with his four adult children on which he
shares voting and investment power.
<F4> Includes 2,733 shares owned by Mr. Skold's wife and 2,142
shares in the estate of his father-in-law. Mr. Skold
disclaims beneficial ownership with respect to these
shares.
<F5> Includes 509 shares held by Mr. Ware as custodian for two
minor children for which Mr. Ware disclaims beneficial
ownership. Also includes 30,865 shares held by Oxford
Foundation, a charitable foundation, of which Mr. Ware is a
Director; and 100 shares held by Jay Haynes, Inc., a real
estate investment firm of which Mr. Ware is an Officer and
Director. Mr. Ware shares voting power and investment
power with respect to these holdings.
<F6> Includes 571 shares held by wife and child for which Mr.
Kain disclaims beneficial ownership. Also includes 1,425
shares held by estate of his grandfather, for which he is
one of three co-trustees and shares voting power and
investment power.
<F7> Includes shares owned by family members, and certain other
shares, as to which some Directors and Officers disclaim
any beneficial ownership and which are further disclosed in
the notes above.
</TABLE>
MEMBERS OF OTHER BOARDS OF DIRECTORS
The following members of the Board of Directors of The York Water
Company are Board members of publicly held companies as indicated
below:
Companies Other Than
Board Members The York Water Company
Mrs. Josephine S. Appell Drovers Bancshares Corp.
and
The Drovers & Mechanics
Bank
Mr. Frank Motter Drovers Bancshares Corp.
and
The Drovers & Mechanics
Bank
Mr. Paul W. Ware American Water Works
Company
COMMITTEES AND FUNCTIONS
The Company has an Executive Committee, an Audit Committee and a
Compensation and Nomination Committee, all of which are composed
of members of the Board of Directors.
The Executive Committee held eleven (11) meetings during the
fiscal year ended December 31, 1994. The Executive Committee is
empowered to function as delegated by the Board of Directors.
The Audit Committee held two (2) meetings in 1994. The Audit
Committee monitors the audit functions of our independent public
accountants and internal controls of the Company. The Audit
Committee of the Company is composed of the following Directors
appointed by the Board: Frank Motter, Chairman; Robert E. Skold;
Josephine S. Appell; Paul W. Ware; and John L. Finlayson.
The Compensation and Nomination Committee held one (1) meeting in
1994 and considers and makes recommendations to the Board of
Directors concerning the proposed compensations, salaries and per
diems of the corporate officers, Directors and members of the
Committees of the Board of Directors of the Company and makes
recommendations to the Board of Directors for nominations for
Directors and officers of the Company. This Committee will
consider nominees recommended by shareholders of the Company.
Such recommendations should be made in writing, should include a
statement of the recommended nominee's qualifications, and should
be addressed to the Committee at the address of the Company.
Actual nominations must be made in accordance with the procedures
set forth in the Company's bylaws, a copy of which may be
obtained upon written request to the Secretary of the Company.
The Compensation and Nomination Committee is composed of the
following Directors appointed by the Board: Frank Motter,
Chairman; Josephine S. Appell; Paul W. Ware; and Irvin S. Naylor,
ex officio.
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS
The following table sets forth information concerning
compensation paid or accrued by the Company to the chief
executive officer of the Company. No other executive officer of
the Company earned more than $100,000 in salary during any of the
last three fiscal years. The Company has not paid any bonuses in
any of the last three fiscal years.
SUMMARY COMPENSATION TABLE
Annual Compensation
Name and All Other
Principal Compensation
Position Year Salary($)(1) ($)(2)
William T. Morris, 1994 104,960 1,839
President and 1993 99,543 1,839
General Manager 1992 95,954 1,839
(1) Includes amounts deferred by Mr. Morris under the Company's
deferred compensation program for management and supervisory
personnel (the "Deferred Compensation Program").
(2) Represents $1,839 in insurance policy premiums expended by
the Company to fund Mr. Morris' interest in the Deferred
Compensation Program. It is anticipated that the Company will
expend the total of $7,355 in remaining policy premiums to fund
Mr. Morris' interest in the Deferred Compensation Program.
Officers with five years' service are entitled to benefits under
the Company's General and Administrative Employees Pension Plan
(the "Pension Plan") upon retirement after attaining age 55. The
pension benefit computation is based on the years of service
times the sum of $15.50 and 1-1/2% of that portion of the final
average monthly earnings which are in excess of $400. The final
average monthly earnings are the average of the employee's
earnings, exclusive of overtime earnings, for the 60 months
immediately preceding the date the pension benefit calculation is
made. As of December 31, 1994, Mr. Morris has been credited with
26 years of service under the Pension Plan. The following table
illustrates the approximate annual benefit that may become
payable under the Pension Plan to the executive officers who have
met both the five year and 55 year age requirements, taking into
account estimated salary increases over amounts reported herein
prior to retirement.
Remuneration Years of Service
10 15 20 25 30
$110,000 17,520 26,280 35,040 43,800 52,560
45,000 7,770 11,655 15,540 19,425 23,310
10,000 2,520 3,780 5,040 6,300 7,560
The above figures assume retirement at age 65 with a
straight-life annuity and without reduction for a survivor
benefit.
The Company maintains a supplemental retirement program (the
"Supplemental Plan"), which provides senior management with a
retirement benefit in addition to the Pension Plan. The
Supplemental Plan is designed to encourage management to stay
with the Company until retirement. Supplemental Plan benefits
have been made available to five members of the Company's
management and are payable to the manager or his beneficiary (a
"Supplemental Plan Beneficiary") monthly over a period of 180
months. The annual benefit payable under the Supplemental Plan
(the "Annual Benefit") may be calculated by multiplying the
number of years of service subsequent to December 31, 1983 but
prior to the attainment of age 65, by a predetermined annual
retirement benefit unit, which in the case of Mr. Morris is
$3,600 and in the case of all Supplemental Plan Participants
ranges from $1,200 to $3,600. The estimated Annual Benefit
payable to Mr. Morris at normal retirement age under the
Supplemental Plan is $70,176. The Supplemental Plan is funded by
insurance policies owned by the Company on each manager covered
by the Supplemental Plan, and if the assumptions made as to
mortality experience, policy dividends and other factors (the
"Funding Assumptions") are realized, the Company will recover all
of its payments made under the Supplemental Plan plus a factor
for the use of the Company's money. The Company is obligated to
pay Annual Benefits, and Supplemental Plan Beneficiaries have the
status of unsecured creditors of the Company with respect to
Annual Benefits, regardless of whether the Funding Assumptions
are realized and the insurance policies fully fund or reimburse
the Company for its payments under the Supplemental Plan. The
following table illustrates the approximate Annual Benefits that
may become payable to Supplemental Plan Beneficiaries:
Annual Retirement
Benefit Unit Years of Service
Subsequent to December 31, 1983
10 15 20 25 30
$3,600 36,000 54,000 72,000 90,000 108,000
2,100 21,000 31,500 42,000 52,500 63,000
1,440 14,400 21,600 28,800 36,000 43,200
1,200 12,000 18,000 24,000 30,000 36,000
The Deferred Compensation Program permits eligible supervisors to
defer up to 5% of salary, normally over an eleven (11) year
period, with the Company matching the deferment, up to 2-1/2% of
salary. The Company has obtained life insurance policies for
participants under the Deferred Compensation Program to fund its
future payment obligations under the Deferred Compensation
Program, and no cash balances are maintained by the Company to
fund participant deferrals, Company matching contributions, or
earnings with respect to such balances derived from the insurance
policies (together, the "Deferred Compensation Program
Balances"). At retirement, each participant, or his beneficiary,
is entitled to receive over a ten-year period monthly payments
equal in the aggregate to the Deferred Compensation Program
Balance that accrued with respect to such participant in Company
maintained book-entry accounts. Except for Mr. Morris, no other
officers participate in this program. Mr. Morris' projected
annual payment following under this program is $20,599.
Each Director of the Company is entitled to receive $3,500 either
in the form of a cash payment by the Company to the Director or
on behalf of the Director to fund a life insurance policy for the
benefit of the Director's named beneficiary. In addition, each
Director who is not a regular full-time employee of the Company
is entitled to receive the following amounts for services
rendered to the Company: $3,000 per annum in Directors' fees;
$3,000 per annum for service as a regular member of the Executive
Committee; a per diem of $380 for each Board of Directors'
Meeting; and a per diem of $330 for a regular or alternate
member's attendance at each Executive Committee Meeting. There
were 14 Board of Directors' Meetings and 11 Executive Committee
Meetings during the fiscal year ended December 31, 1994. All
Directors attended at least 75% of the scheduled Board of
Directors' Meetings and all Committee Members attended at least
75% of the scheduled Committee Meetings except Irvin S.Naylor who
attended 67% of the scheduled committee meetings.
COMPANY PERFORMANCE
The following line graph presents the annual and cumulative total
shareholder return for The York Water Company Common Stock over a
five-year period, as compared to a comparable return associated
with an investment in the S&P 500 Composite Index and a composite
index of water companies prepared and maintained by Edward D.
Jones & Co. (the "Peer Index").
(Details of graph not transmitted electronically are as follows:)
Cumulative Dollar Return
1990 1991 1992 1993 1994
York Water $113 $124 $138 $149 $164
Water Industry 95 124 138 149 135
Peer Group
S&P 500 95 142 151 166 164
The line graph above assumes $100 invested on December 31, 1989
in the Company's Common Stock and the stock of companies included in
the S&P 500 and the Peer Index and assumes the quarterly reinvestment of
dividends. The return for the Peer Index presented above took into
consideration the simple average return of the common stock of the following
water companies included in the Peer Index: American Water Works Inc.;
Aquarion Company; California Water Service; Connecticut Water
Service Inc.; Consumers Water Company; Elizabethtown Corp.; GWC
Corp.; IWC Resources Corp.; Middlesex Water Company; Philadelphia
Suburban Corp.; SJW Corp.; Southern California Water; Southwest
Water Co.; and United Water Resources.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Compensation and Nomination Committee of the Board of
Directors of the Company establishes general compensation
policies of the Company and considers and makes recommendations
to the Board of Directors concerning the proposed compensation,
salaries and per diems of the corporate officers, directors and
members of the Committees of the Board of Directors of the
Company. Excluding the Chief Executive Officer, the three
remaining officers of the Company (the Chairman, the Vice
President, and the Secretary-Treasurer) serve the Company in a
part-time capacity, and the amount of salary payable to such
officers has been determined based upon the amount of time
dedicated and value of contributions made to the Company.
Mr. Morris, the Chief Executive Officer of the Company, has
served the Company as its President and General Manager since
May, 1982. The Compensation and Nomination Committee
historically has established Mr. Morris' compensation after
considering comparative salary data from industry and other
salary surveys (including data derived from publicly disclosed
compensation information concerning many of the companies
identified in the Peer Index), individual past performance, the
Company's performance (on an absolute basis and in comparison to
peer performance within the context of a regulated industry), and
to a lesser extent changes in the cost of living in the Company's
service territory. While no formal salary or compensation
guidelines have been developed or used, salary levels have been
determined after balancing the foregoing factors (in their
entirety, without giving weight to any particular factor and
without regard to any particular relationship between
compensation levels and any quantitative or qualitative aspect of
the Company's performance) with the interests of the Company's
shareholders, customers and employees.
Frank Motter, Chairman Paul W. Ware, Member
Josephine S. Appell, Member Irvin S.Naylor, ex officio
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Mr. Irvin Naylor, an ex officio member of the Compensation and
Nomination Committee, is an officer of the Company. A member of
the Compensation and Nomination Committee, Mrs. Josephine S.
Appell is the wife of Louis J. Appell, Jr., the President and
Chief Executive Officer and a shareholder of Susquehanna
Pfaltzgraff Co., the parent company of Cable TV of York. The
Company and Cable TV of York are parties to an agreement whereby
Cable TV of York performs remote meter reading services on a
monthly basis for a portion of the Company's customers. During
1994, the Company paid Cable TV of York $246,396 for such
services. Mr. Frank Motter and Mr. Paul Ware also serve on the
Compensation and Nomination Committee.
APPOINTMENT OF INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors of the Company has approved the
recommendation of the Audit Committee for the appointment of KPMG
Peat Marwick, last year's auditors, as independent public
accountants to audit the books and accounts of the Company for
the year 1995. It is intended that, unless otherwise specified
by the shareholders, votes will be cast pursuant to the proxy
hereby solicited in favor of the appointment of KPMG Peat
Marwick.
Audit fees are approved by the Company's Audit Committee and all
professional services to be rendered by KPMG Peat Marwick are
approved by the Board of Directors, and the possible effect on
auditors' independence of providing nonaudit services was
considered prior to the service being rendered.
Fees for audit services include the examination of financial
statements, assistance with the preparation of the Annual Report
to Shareholders and the annual report on Form 10-K to the
Securities and Exchange Commission, tax computation assistance,
and consultation in connection with various accounting and tax
related matters.
Representatives of KPMG Peat Marwick are expected to be present
at the Shareholders' Meeting.
DISCRETIONARY AUTHORITY
The notice of Annual Meeting of Shareholders calls for the
transaction of such other business as may properly come before
the meeting. The Board of Directors has no knowledge of any
matters to be presented for action by the shareholders at the
meeting other than is hereinbefore set forth. In the event
additional matters should be presented, however, the proxies will
exercise their discretion in voting on such matters.
SHAREHOLDER PROPOSALS AND NOMINATIONS FOR DIRECTORS
Shareholder's proposals and nominations for Directors for
consideration at the 1996 Annual Meeting of Shareholders must be
received by the Company in writing prior to February 1, 1996.
<PAGE>
PROXY FORM
THE YORK WATER COMPANY
PROXY
(SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS)
The York Water Company hereby constitute(s) and appoint(s) the proxies named
in the Proxy Statement, and each of them, as the substitute and proxy of the
undersigned with power of substitution, for and in the name of the
undersigned, to vote at the annual Meeting of the shareholders of The York
Water Company to be held at 1:00 P.M. on the date set forth on this Proxy, and
at any adjournment or adjournments thereof, upon the proposals referred to,
and, in their discretion, upon any other business which may properly come
before the meeting, all in accordance with and as more fully described in the
Notice and Proxy Statement for said meeting.
Account No. Shares Annual Meeting on May 1, 1995
Said Proxies are authorized and directed to vote as indicated upon the
following Proposals:
Proposal (1) Election of Directors:
For All Three Nominees
(Except as marked to the Contrary Below)
Withhold Authority
(To vote for all nominees Listed Below
INSTRUCTION: To withhold authority to vote for any individual nominee strike
a line through the nominee's name in the list below; or to cumulate your votes
(the total may not exceed three times the number of your shares) insert the
number of votes you desire for each nominee by specifying that number in the
space provided under such nominee's name.
Irvin S. Naylor
( votes)
William T. Morris, P.E.
( votes)
Horce Keesey III
( votes)
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" ALL THREE NOMINEES
(2) Appoint KPMGF Peat Marwick as auditors
For
Against
Abstain
(AUTHORITY TO VOTE FOR THE ELECTION OF DIRECTORS SHALL BE DEEMED TO BE
GRANTED UNLESS SPECIFICALLY WITHHELD. SHAREHOLDERS' DIRECTIONS ON OTHER
MATTERS SET FORTH ABOVE WILL BE COMPLIED WITH, BUT IF NO DIRECTION IS
MADE, SHARES WILL BE VOTED IN ACCORDANCE WITH THE RECOMMENDATIONS OF
THE BOARD OF DIRECTORS.)
Signature
Signature if held jointly
Dated
If no direction is made, this Proxy will be voted in accordance with the
recommendations of the Board of Directors.
MULTIPLE OWNERS SHOULD ALL SIGN. EXECUTORS, ADMINISTRATORS, TRUSTEES,
GUARDIANS, ETC. SHOULD SO INDICATE WHEN SIGNING.
