FAR WEST GROUP, INC.
1665 East 18th Street, Suite 113
Tucson, Arizona 87519
(520) 740-1119
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 23, 2000
To the Shareholders of Far West Group, Inc.:
Notice is hereby given that the Annual Meeting of Shareholders of
Far West Group, Inc. will be held on Tuesday, May 23, 2000, at
4:00 p.m. MST, at the Marriott University Hotel at 800 East 2nd
Street, Tucson, Arizona 87519 for the following purposes:
1.To elect four (4) directors to serve until the next Annual
Meeting of Shareholders or
until their successors are elected and qualified;
2.To approve the Far West Group, Inc. 2000 Stock Option Plan;
3.To ratify the appointment of Jackson & Rhodes P.C. as
independent auditors for the
fiscal year ending December 31, 2000; and
4.To transact such other business as may properly come before the
meeting or any
adjournment thereof.
Accompanying this Notice of Annual Meeting is a Proxy Statement,
Form of Proxy and the Company's Annual Report to Shareholders for
the fiscal year ended December 31, 1999.
The Board of Directors has fixed the close of business on April
20, 2000, as the record date for the determination of
shareholders entitled to notice of, and to vote at, the meeting.
The stock transfer books will not be closed. A complete list of
stockholders entitled to vote at the meeting will be available
for inspection at the meeting.
All stockholders are cordially invited to attend the meeting in
person; however, to assure your representation at the meeting,
you are urged to vote, sign, date and return the enclosed Proxy
as promptly as possible in the enclosed postage prepaid envelope.
Any stockholder attending the meeting may vote in person even if
a proxy has been submitted previously.
By Order of the Board of Directors
/s/ Joseph Brooks
Joseph Brooks
Tucson, Arizona
Dated: April 29, 2000
PLEASE REMEMBER TO SIGN AND RETURN YOUR PROXY.
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Far West Group, Inc.
1665 East 18th Street, Suite 113
Tucson, Arizona 87519
(520) 740-1119
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON MAY 23, 2000
GENERAL MATTERS
This Proxy Statement is furnished to the shareholders of Far West
Group, Inc. (the "Company") in connection with the solicitation
of proxies by the Board of Directors of the Company to be voted
at the Annual Meeting of Shareholders to be held on May 23, 2000
or any adjournment or adjournments thereof. The cost of this
solicitation will be borne by the Company.
Any proxy may be revoked at any time before it is voted by
receipt of a proxy properly signed and dated subsequent to an
earlier proxy, or by revocation of a written proxy by request in
person at the Annual Meeting. If not so revoked, the shares
represented by such proxy will be voted. The Company's principal
offices are located at 1665 East 18th Street, Suite 113, Tucson,
Arizona 87519. The Company's telephone number is (520)
740-1119. The mailing of this proxy statement to shareholders of
the Company commenced on or about April 29, 2000.
The total number of shares outstanding and entitled to vote at
the meeting as of April 20, 2000 consisted of 7,378,932 shares of
common stock, $0.0001 par value. Each share of common stock is
entitled to one vote. There is no cumulative voting for
directors. Only shareholders of record at the close of business
on April 20, 2000 will be entitled to vote at the meeting. The
presence in person or by proxy of the holders of a majority of
the shares entitled to vote at the Annual Meeting of Shareholders
constitutes a quorum for the transaction of business.
QUORUM AND VOTE REQUIRED
Under Nevada law, each item of business properly presented at a
meeting of shareholders, other than the election of directors,
generally must be approved by the affirmative vote of the holders
of a majority of the voting power of the shares present, in
person or by proxy, and entitled to vote on that item of
business. Directors must be elected by a plurality of votes cast
at an election where a majority of the voting power of the shares
are present, either in person or by proxy. Votes cast in person
or by proxy, regardless of whether the proxy has authority to
vote on all matters, at the Annual Meeting of Shareholders will
determine whether or not a quorum is present. Abstentions will
be treated as shares that are present and entitled to vote for
purposes of determining the presence of a quorum, but as unvoted
for purposes of determining the approval of the matter submitted
to the shareholders for a vote. Broker non-votes will be treated
as shares not present and entitled to vote.
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SECURITY OWNERSHIP OF PRINCIPAL SHAREHOLDERS AND MANAGEMENT
The following table sets forth information as of April 20, 2000
concerning the beneficial ownership of the issued and outstanding
common stock of the Company by (i) the only shareholders known by
the Company to own more than five percent of the common stock of
the Company, (ii) each current director of the Company, (iii)
each Named Executive Officer listed in the Summary Compensation
Table, and (iv) all executive officers and directors of the
Company as a group.
Shares
Shares of Acquired
Name and address Common within
of Beneficial Owner Stock(1) 60 days Total %
Clark Vaught(2) 2,685,000 -0- 2,685,000 36.4
Dallas Talley(3) 616,373 -0- 616,373 8.4
ABB, Inc. 500,000 -0- 500,000 6.8
Chris Sheppard(4) 430,000 -0- 430,000 5.8
Tom Friezen 262,000 -0- 262,000 3.6
Nicholas Yensen(5) 130,000 -0- 130,000 1.8
All current executive officers and directors
as a group (5 persons)
4,623,373 62.7
1. Except as noted, all shares beneficially owned by each person
as of the record date were owned
of record, and each person had sole voting power and sole
investment power for all such shares
beneficially held.
2. Includes 10,000 shares jointly owned with Ms. Channa Crews, Mr.
Vaught's wife.
3. Includes 13,400 shares held by Ms. Sherry Talley, Mr. Talley's
wife.
4. Includes 5,000 shares held by Mr. Sheppard's wife.
5. Mr. Yensen has not been nominated for re-election to the Board
of Directors.
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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The management of FarWest Pump Company, a subsidiary of the
Company, approached the Company's Board of Directors to acquire
the Pump Company in late 1998. The Company's Board of Directors,
at its March 1999 meeting, approved the sale of the Pump Company
to the Pump Company's management team effective as of January 1,
1999. To induce the Pump Company management to assume the Pump
Company's net liabilities of approximately, $658,000, FarWest
agreed to pay the Pump Company $70,000 upon receipt of financing
for the Company. In addition, the Company has an account payable
of $207,000 to Mr. Clark Vaught, the Company's chairman, which
Mr. Vaught agreed to assign to the Pump Company. As of April 20,
2000 the Company has paid to the Pump Company $200,000 according
to the agreement. In addition, $70,000 will be paid to the Pump
Company when the Company next receives equity investments in an
amount sufficient to allow payment to the Pump Company.
The only investments within the past two years (1998 and 1999)
involving management were the payment of accrued salaries through
the issuance of restricted common stock. Mr. Vaught and Mr.
Talley each converted $105,000 of salaries accrued during the
last two years to stock as indicated in Item 6 of the Company's
Form 10SB filed with the Securities and Exchange Commission. No
other director, officer, or beneficial owner of over 5 percent of
a class stock had involvement in any transaction exceeding
$60,000.
Proposal #1
ELECTION OF DIRECTORS
It is intended that proxies solicited by the Board of Directors
will be voted FOR (unless otherwise directed) the election of
the nominees for director named below. Each of the nominees named
below upon election will serve until the next annual meeting or
until his successor has been elected and qualified. If, for
any reason, any of the nominees become unavailable for election,
the proxies solicited by the Board of Directors will be voted
for such nominee as is selected by the Board of Directors. The
Board of Directors has no reason to believe that any of
the nominees are not available or will not serve if elected.
The Company does not have a nominating committee of the Board of
Directors. The by-laws of the Company provide that the Board of
Directors may set the number of directors, provided that such
number must be at least two. The Board of Directors has adopted
a resolution indicating that the Board of Directors of the
Company is to consist of seven (7) members. At the current time,
there are two (2) vacancies on the Board and Dr. Nicholas Yensen
has not been nominated for re-election. As a result, if the
nominees listed below are elected at the Annual Meeting, there
will be three vacancies on the Board of Directors. Under the
Company's governing documents, those vacancies may be filled by
the vote of then-current members of the Board of Directors, with
the directors so elected to stand for election at the
next annual meeting of the Company's shareholders. The Company
is seeking additional qualified individuals to serve as "outside"
(non-employee) members of the Board of Directors and believes
that one or more such individuals may be selected to fill the
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vacant Board seats later in calendar year 2000. The four
nominees named below have been nominated by the Board of
Directors of the Company. The nominees are listed below with
their ages, their present positions with the Company, if any, and
their present principal occupations or employment. Clark Vaught,
Dallas Talley and Chris Sheppard have devoted and will devote
their full working time to the business of the Company. Thomas
Friezen has devoted and will devote such time as is necessary to
fulfill his duty as a director.
Name Age Title and Principal Occupation Director Since
Clark Vaught 49 Chairman of the Board and Chief
Executive Officer 1996
Dallas Talley 66 President and Chief Financial
Officer 1998
Chris Sheppard 42 Vice President 1997
Tom Friezen 41 Director of the Company and Chief
Financial Officer of Dakota Growers 1996
Pasta Cooperative
Clark Vaught, Chairman, CEO, and major shareholder, founded
FarWest Pump and developed it into today's FarWest Group. His
background with Westinghouse Hanford Systems aptly prepares him
for the technology driven CDT market. Management experience
includes large aquifer development projects, water management for
White Sands Missile Range, and several Arizona City programs.
Dallas Talley, President, also currently serving as Financial
Officer, has over twenty years of high tech senior executive
experience. He has been CEO of Qantel Business Computers, a New
York Stock Exchange listed Company, and of two NASDAQ technology
companies. He has also been a founder/director of several
emerging companies, was executive partner in an international
technology marketing and licensing partnership and served as a
director of the American Electronics Association and as Chairman
of its Silicon Valley Chapter.
Chris Sheppard, P.E., Chief Engineer, has 25 years of direct
mechanical and system engineering experience in the aerospace and
electro-optics areas including several positions as President and
Chief Engineer. As a major contributor to "Star Wars" programs
and several laser tracking/detection systems he developed a
relationship with Lawrence Livermore National Laboratory (LLNL).
He joined FarWest Group late in 1996 when he evaluated the
LLNL Capacitive Deionization Technology (CDT) on their behalf.
Since then he has been responsible for technical advances that
have brought CDT to the verge of commercialization.
Tom Friezen is Chief Financial Officer of Dakota Growers Pasta
Company, a food processing cooperative located in North Dakota
which has annual revenues of approximately $150,000,000. He
manages the financial operations and oversees the legal
activities of that enterprise.
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MANAGEMENT RECOMMENDS A VOTE "FOR" THE NOMINEES LISTED ABOVE
Other Information Regarding the Board of Directors
Directors do not receive cash compensation for services as
members of the Board of Directors. However, the Company does
reimburse Directors for direct expenses incurred due to service
on the Board.
The Company's Audit Committee consist of two directors and the
Company's secretary, Mr. Joseph Brooks. Mr. Thomas Friezen is
Chairman of the Audit Committee (and an outside director); Mr.
Dallas Talley also serves on the Audit Committee. The Audit
Committee recommends to the Board of Directors the independent
public accountants and reviews the scope of the audit and the
actual audit performed by them. It is responsible for insuring
that the financial statements present fairly the financial
condition of the Company.
The Board has no other standing committees at this time.
During the fiscal year ended December 31, 1999, the Company's
Board of Directors held two (2) meetings. All incumbent
directors attended all meetings. In addition, the Company's
directors adopted resolutions with respect to a number of matters
by written action during the fiscal year.
EXECUTIVE COMPENSATION AND OTHER INFORMATION
Summary of Cash and Other Compensation
The following table sets forth, for the fiscal years ending
December 31, 1999, 1998 and 1997, the cash compensation paid by
the Company, as well as certain other compensation paid or earned
for those years by Clark Vaught, the Company's Chief Executive
Officer, and the only other executive officers whose compensation
exceeded $100,000 in fiscal 1999 (the "Named Executive
Officers"), for services rendered to the Company in all
capacities during the past three fiscal years.
Summary Compensation Table
Annual Compensation(1)
Year Ended Other Annual
Name and Principal Position December 31, Salary Bonus Compensation(2)
Clark Vaught 1999 $37,500 $0 $105,000
Chief Executive Officer, 1998 96,000 0 0
Chairman of the Board 1997 72,000 0 0
Dallas Talley(3) 1999 37,500 0 105,000
President, Financial Officer, 1998 84,000 0 0
Director 1997 0 0 0
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Chris Sheppard 1999 37,500 0 37,625
Vice President Development 1998 72,000 0 0
Director 1997 60,000 0 0
(1)There are currently no Long Term Compensation plans in effect
for Company officers or directors.
(2)Represents the issuance of Common Stock in satisfaction of
accrued, unpaid salary.
(3)Mr. Talley joined the Company in March 1998.
Stock Options
There were no stock option grants to the Named Executive Officers
during the fiscal year ended December 31, 1999 and there were no
option exercises by the Named Executive Officers during the
fiscal year ended December 31, 1999.
Proposal #2
PROPOSAL TO APPROVE THE Far West Group, Inc.
2000 STOCK OPTION PLAN
Introduction
On March 20, 2000 the Company's Board of Directors adopted the
Far West Group, Inc. 2000 Stock Option Plan (the "2000 Plan"),
subject to approval of the 2000 Plan by the Company's
shareholders. The purpose of the 2000 Plan is to provide a
continuing, long-term incentive to selected eligible officers and
key employees of the Company and of any subsidiary corporation of
the Company, to provide a means of rewarding outstanding
performance and to enable the Company to maintain a competitive
position to attract and retain key personnel necessary for
continued growth and profitability.
Summary of the Plan
Number of Shares. The maximum number of shares of common stock
reserved and available under the 2000 Plan for awards is 800,000
shares (subject to adjustment in the event of possible future
stock splits or similar changes in the common stock). Shares of
common stock covered by expired or terminated stock options may
be used for subsequent awards under the 2000 Plan.
Eligibility and Administration. Officers and regular full-time
executive, administrative, professional, production and technical
employees of the Company and its subsidiaries, directors and
consultants are eligible to be granted stock options under the
2000 Plan. Approximately five officers and other employees and
one non-employee director are currently eligible to participate
in the 2000 Plan.
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The 2000 Plan is to be administered by the Board of Directors or
by a Committee appointed by the Board, consisting of at least two
directors, all of whom are "Outside Directors" and "Non-Employee
Directors" as defined in the 2000 Plan. The Committee has the
power to determine when and to whom options will be granted, the
term of each option, the number of shares covered by it and other
terms and conditions of each option. The Committee
also has the power to construe and interpret the 2000 Plan, and
establish and amend any rules and regulations it deems necessary
or desirable for the proper administration of the 2000 Plan.
Stock Options. The Committee may grant stock options that
qualify as "incentive stock options" under the Internal Revenue
Code or as "non-qualified stock options" in such form and upon
such terms as the Committee may approve from time to time. Stock
options granted under the 2000 Plan may be exercised during their
respective terms as determined by the Committee. There is an
annual cap of 50,000 on the number of shares granted to an
optionee. Further, there is a cap each calendar year of $100,000
per optionee on the aggregate fair market value of the common
stock underlying an incentive stock option that is exercisable
for the first time.
Term of Options. For employees who hold more than 10% of the
voting power of the Company, the term of an incentive stock
options may not be greater than ten years. For employees who do
not hold more than 10% of the voting power of the Company, the
term of an incentive stock option may not be greater than seven
years. The term for any non-qualified stock option may not be
greater than a period of ten years and one day from the
date of grant.
Exercise Price. The exercise price per share purchasable under
an incentive stock option shall not be less than 110% of fair
market value of the Company's common stock on the date the option
is granted if granted to an employee who holds more than ten
percent (10%) of the Company's voting power. If granted to an
employee who do not hold more than 10%, the exercise price shall
not be less than 100% of such fair market value. The exercise
price per share purchasable under a non-qualified stock option
may not be less than 85% of fair market value of the common stock
of the Company on the date the option is granted.
Payment. The Company accepts payment for the exercise of each
option in cash, or at the discretion of the Company, by delivery
of common stock of the Company already owned by the optionee or
by delivery of a promissory note. Any tax withholding
requirements associated with the exercise of an option may be
satisfied by a withholding of common stock from the shares that
would otherwise be deliverable.
Restrictions. An option may only be exercised by the optionee to
whom granted during his or her lifetime. Options under the 2000
Plan are not assignable or transferable, except by will or the
laws of descent and distribution. However, the Committee may, in
its discretion, allow exercise of an option by a person other
than an optionee or allow transfer of the option.
There is no express limitation on the duration of the 2000 Plan,
except for the requirement of the Internal Revenue Code of 1986,
as amended, that all incentive stock options must be granted
within ten years from the date the Plan is approved by the
shareholders.
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Federal Income Tax Consequences. The following description of
federal income tax consequences is based on current statutes,
regulations and interpretations. The description does not
include state or local income tax consequences. In addition, the
description is not intended to address specific tax consequences
applicable to an individual participant who receives an award.
An optionee will not realize taxable compensation income upon the
grant of an incentive stock option. In addition, an optionee
generally will not realize taxable compensation income upon the
exercise of an incentive stock option if he or she exercises it
as an employee or within three months after termination of
employment (or within one year after termination if the
termination results from a permanent and total disability). The
amount by which the fair market value of the shares purchased
exceeds the aggregate option price at the time of exercise is
treated as alternative minimum taxable income for purposes of the
alternative minimum tax.
If stock acquired pursuant to an incentive stock option is not
disposed of prior to the date two years from the option grant
date or prior to one year from the option exercise date, any gain
or loss realized upon the sale of such shares will be
characterized as capital gain or loss. If the applicable holding
periods are not satisfied, then any gain realized in connection
with the disposition of such stock will generally be taxable as
compensation income in the year in which the disposition
occurred, to the extent of the difference between the fair market
value of such stock on the date of exercise and the option
exercise price. The Company is entitled to a tax deduction to
the extent, and at the time, that the participant realizes
compensation income. Capital gains resulting from property held
for more than 12 months will be taxed at a maximum rate of 20%.
Capital gains resulting from property held for less than one year
will be treated as short-term capital gains and taxed at the
individual's applicable ordinary income tax rate.
An optionee will not realize taxable compensation income upon the
grant of a non-qualified stock option, which includes options
granted to non-employee directors. When an optionee exercises a
non-qualified stock option, he or she will realize taxable
compensation income at that time equal to the difference between
the aggregate option price and the fair market value of the stock
on the date of exercise.
Registration with the SEC. The Company intends to file a
Registration Statement covering the 2000 Plan with the Securities
and Exchange Commission pursuant to the Securities Act of 1933,
after shareholder approval.
Shareholder Vote. Shareholder approval of the 2000 Plan requires
the affirmative vote of the holders of a majority of the shares
of common stock represented at the meeting and entitled to vote.
THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE "FOR"
APPROVAL OF THIS PROPOSAL.
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Proposal #3
PROPOSAL FOR RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS
Introduction
Jackson & Rhodes P.C. were the auditors for the fiscal year ended
December 31, 1999 and the Company's Board of Directors has
selected them as auditors for the year ending December 31, 2000.
Representatives of Jackson & Rhodes P.C. are expected to be
present at the meeting and will be allowed to make a statement if
they wish. Additionally, they will be available to respond to
appropriate questions from shareholders during the meeting.
Vote Required
If a quorum is present and voting, the affirmative vote of a
majority of the votes cast with regard to ratification of the
appointment of the independent auditors will be required to
ratify that appointment.
THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE "FOR"
APPROVAL OF THIS PROPOSAL.
ANNUAL REPORT
An Annual Report of the Company setting forth the Company's
activities and containing financial statements of the Company for
the fiscal year ended December 31, 1999 accompanies this Notice
of Annual Meeting and proxy solicitation material.
SHAREHOLDER PROPOSALS
Rule 14a-8 of the SEC permits shareholders of a company, after
timely notice to the company, to present proposals for
shareholder action in the company's proxy statement where such
proposals are consistent with applicable law, pertain to matters
appropriate for shareholder action and are not properly omitted
by company action in accordance with the proxy rules.
The Far West Group, Inc. 2001 Annual Meeting of Shareholders is
expected to be held on or about May 11, 2001. Proxy materials
for that meeting are expected to be mailed on or about April 11,
2001. Under SEC Rule 14a-8, shareholder proposals to be
included in the Far West Group, Inc. proxy statement for that
meeting must be received by Far West Group, Inc. on or before
December 12, 2000. Additionally, if Far West Group, Inc.
receives notice of a shareholder proposal after February 26,
2001, the proposal will be considered untimely pursuant to SEC
Rules 14a-4 and 14a- 5(e) and the persons named in proxies
solicited by the Board of Directors of Far West Group, Inc. for
its 2001 Annual Meeting of Shareholders may exercise
discretionary voting power with respect to the proposal.
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SOLICITATION
The cost of soliciting proxies, including the cost of preparing,
assembling, and mailing the proxies and soliciting material, as
well as the cost of forwarding the material to the beneficial
owners of stock, will be borne by the Company. Directors,
officers and regular employees of the Company may, without
compensation other than their regular remuneration, solicit
proxies personally or by telephone.
COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT
OF1934
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's directors and executive officers, and persons who own
more than 10% of a registered class of the Company's equity
securities, to file with the Securities and Exchange Commission
initial reports of ownership and reports of changes in ownership
of common stock and other equity securities of the Company.
These insiders are required by Securities and Exchange
Commission regulations to furnish the Company with copies of all
Section 16(a) forms they file, including Forms 3, 4 and 5.
Although the Company filed a registration statement on Form 10SB
in late
November, 1999, that registration statement did not become
effective during the fiscal year ended December 31, 1999. As a
result, none of the Company's insiders had an obligation to file
any Forms 3, 4 or 5 during the fiscal year ended December 31,
1999.
OTHER BUSINESS
The management of the Company does not know of any other business
to be presented at the Annual Meeting of Shareholders. If any
matter properly comes before the meeting, however, it is intended
that the persons named in the enclosed form of proxy will vote
said proxy in accordance with their best judgment.
ALL PROXIES PROPERLY EXECUTED WILL BE VOTED IN THE MANNER
DIRECTED BY SHAREHOLDERS. IF NO DIRECTION IS MADE, PROXIES WILL
BE VOTED IN FAVOR OF THE DIRECTORS.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Joseph Brooks
Joseph Brooks, Secretary
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PROXY FAR WEST GROUP, INC.
Solicited on Behalf of the Board of Directors
for the Annual Meeting of Shareholders to be
Held on May 23, 2000
The undersigned hereby constitutes and appoints Clark Vaught and
Dallas Talley, and each of them, with power of substitution, as
attorneys and proxies to appear and vote all of the shares
standing in the name of the undersigned at the Annual Meeting of
Shareholders of Far West Group, Inc., to be held on May 23, 2000
at 4:00 MST, in Tucson, Arizona and at any adjournment or
adjournments thereof:
1.Election of Directors:
_____ FOR all nominees listed below_____ WITHHOLD AUTHORITY
(except as marked to the contrary below)to vote for all nominees
(INSTRUCTIONS: To withhold authority to vote for any individual
nominee, mark the FOR box and strike a line through the
nominee's name in the list below).
Thomas Friezen
Chris Sheppard
Dallas Talley
Clark Vaught
2.TO APPROVE THE ADOPTION OF THE FAR WEST GROUP, INC. 2000 STOCK
OPTION PLAN:
FOR____
AGAINST____
ABSTAIN____
3.TO RATIFY AND APPOINT JACKSON & RHODES P.C. AS INDEPENDENT
AUDITORS FOR THE FISCAL YEAR 2000:
FOR____
AGAINST____
ABSTAIN____
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4.IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON
ANY OTHER MATTERS COMING BEFORE THE MEETING.
The shares represented by this proxy will be voted in accordance
with the specifications made and in favor of the directors
nominated by management if there is no specification.
I plan to attend the meeting _____
DATE:_____________________, 2000
_________________________________
Signature
_________________________________
Signature if held jointly
Please sign exactly as name appears hereon. Joint owners
should each sign. When signing as attorney, executor,
administrator, trustee or guardian, please give full title
as such.
PLEASE RETURN PROMPTLY IN THE ENCLOSED ENVELOPE WHICH REQUIRES NO
POSTAGE IF MAILED WITHIN THE UNITED STATES.
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