<PAGE> 1
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SCHEDULE 14A
(RULE 14a)
INFORMATION REQUIRED IN PROXY STATEMENT
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:
<TABLE>
<S> <C>
[ X ] Preliminary Proxy Statement [ ] CONFIDENTIAL, FOR USE OF THE
COMMISSION ONLY (AS PERMITTED BY RULE
14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to sec.240.14a-11(c) or sec.240.14a-12
</TABLE>
LEXINGTON PRECISION 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:
---------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
---------------------------------------------------------------
(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
filing fee is calculated and state how it was determined):
---------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
---------------
(5) Total fee paid:
------------------------------------------------
[ ] Fee paid previously with preliminary materials.
[ ] 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:
----------------------------------------------------
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<PAGE> 2
LEXINGTON PRECISION CORPORATION
767 THIRD AVENUE
NEW YORK, NEW YORK 10017
--------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 13, 1998
The Annual Meeting of Stockholders of LEXINGTON PRECISION CORPORATION
(the "Company") will be held at the offices of Nixon, Hargrave, Devans & Doyle
LLP, 437 Madison Avenue, 24th Floor, New York, New York, on Wednesday, May 13,
1998, at 10:30 A.M. for the purpose of considering and acting upon the following
matters:
(1A) In the event the proposal to amend Article III, Section 1 of the
Company's By-laws, as described under item (2) below, is approved
by the Company's stockholders, the election of five directors as
set forth in the accompanying Proxy Statement.
(1B) In the event the proposal to amend Article III, Section 1 of the
Company's By-laws, as described under item (2) below, is not
approved by the Company's stockholders, the election of two
directors as set forth in the accompanying Proxy Statement.
(2) A proposal to amend Article III, Section 1 of the Company's
By-laws to de-classify the Company's Board of Directors by
eliminating the provision in the By-laws that provides that the
Company's Board of Directors shall be divided into three classes,
as nearly equal in number as possible, and that directors shall be
elected for terms of three years on a staggered basis.
(3) The ratification or disapproval of Ernst & Young LLP as
independent auditors of the Company for the year ending December
31, 1998.
(4) The transaction of such other business as may properly come before
the meeting and any adjournments thereof.
Pursuant to the provisions of the By-laws, the Board of Directors has
fixed the close of business on April 1, 1998, as the record date for determining
the stockholders of the Company entitled to notice of and to vote at the meeting
and any adjournments thereof.
PLEASE SIGN, DATE, AND MAIL THE ENCLOSED PROXY PROMPTLY. A POSTAGE
PAID ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE.
By Order of the Board of Directors,
Kenneth I. Greenstein
Secretary
April XX, 1998
New York, New York
<PAGE> 3
LEXINGTON PRECISION CORPORATION
767 THIRD AVENUE
NEW YORK, NEW YORK 10017
--------------
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 13, 1998
This Proxy Statement is being mailed to stockholders on or about April
18, 1998, in connection with the solicitation of proxies by the Board of
Directors of LEXINGTON PRECISION CORPORATION, a Delaware corporation (the
"Company"), to be voted at the Annual Meeting of Stockholders of the Company
(the "Annual Meeting"), to be held on May 13, 1998. Accompanying this Proxy
Statement is a Notice of Annual Meeting of Stockholders and a form of proxy for
such meeting. A copy of the Company's Annual Report for the year ended December
31, 1997, which contains financial statements and related data, also accompanies
this Proxy Statement.
All proxies which are properly completed, signed, and returned to the
Company in time will be voted in accordance with the instructions thereon.
Proxies may be revoked by any stockholder upon written notice to the Secretary
of the Company prior to the exercise thereof and stockholders who are present at
the Annual Meeting may withdraw their proxies and vote in person if they so
desire.
The cost of preparing and mailing the accompanying form of proxy and
related materials and the cost of soliciting proxies will be borne by the
Company. The Company has requested brokers, custodians, and other like parties
to distribute proxy materials to the beneficial owners of shares and to solicit
their proxies and will reimburse such persons for their services in doing so.
Without additional compensation, officers and regular employees of the Company
may solicit proxies personally or by telephone. The cost of additional
solicitation incurred otherwise than by use of the mails is estimated not to
exceed $3,000. In addition, the Company may employ a proxy solicitation
organization at a cost not to exceed $7,500.
Only stockholders of record at the close of business on the record
date, April 1, 1998, are entitled to notice of, and to vote at, the Annual
Meeting and any adjournments thereof. As of the record date, the Company had
outstanding 4,263,036 shares of its common stock, $0.25 par value (the "Common
Stock"), and 4,200 shares of its $8 Cumulative Convertible Preferred Stock,
Series B, $100 par value (the "Series B Preferred Stock"), each entitling the
holder thereof to one vote per share. The affirmative vote of a plurality of the
shares of the Company's Common Stock and Series B Preferred Stock present in
person or represented by proxy and entitled to vote at the Annual Meeting is
required for the election of directors. The affirmative vote of the holders of
75 % of the outstanding shares of the Company's Common Stock and Series B
Preferred Stock entitled to vote in the election of directors considered as one
class is required for the approval of the amendment of the Company's By-laws to
de-classify the Company's Board of Directors. The affirmative vote of a majority
of shares of the Company's Common Stock and Series B Preferred Stock present in
person or represented by proxy and entitled to vote at the Annual Meeting is
required for the ratification of the selection of auditors.
-1-
<PAGE> 4
With regard to the election of directors, votes may be cast in favor or
withheld. Votes withheld from the election of directors will be counted for
purposes of determining the presence or absence of a quorum for the transaction
of business at the Annual Meeting, but have no legal effect under Delaware law
and, consequently, will not affect the outcome of the voting on such proposal.
With regard to other proposals, abstentions may be specified and will have the
same effect as votes against the subject proposal at the Annual Meeting. Broker
non-votes (that is, proxies from brokers or nominees indicating that such
persons have not received instructions from the beneficial owners or other
persons entitled to vote shares on a particular matter as to which the brokers
or nominees do not have discretionary power) are counted for purposes of
determining a quorum for the transaction of business at the Annual Meeting but
are not considered as having voted for purposes of determining the outcome of a
vote.
PRINCIPAL STOCKHOLDERS
The following table sets forth the beneficial ownership of the
Company's Common Stock, as of April 1, 1998, by each person known to, or
believed by the Company to, own beneficially more than 5% of its outstanding
Common Stock.
<TABLE>
<CAPTION>
NAME AND ADDRESS OF SHARES OF COMMON STOCK PERCENT OF
BENEFICIAL OWNER BENEFICIALLY OWNED (1) CLASS OWNED
---------------- ---------------------- -----------
<S> <C> <C>
Michael A. Lubin 1,477,180(2) 32.9%
Lubin, Delano & Company
767 Third Avenue
New York, New York 10017
Warren Delano 1,346,793(3) 30.1
Lubin, Delano & Company
767 Third Avenue
New York, New York 10017
William B. Conner 219,906(4) 5.2
Conner Holding Company
1030 State Street
Erie, Pennsylvania 16501
</TABLE>
(1) The persons named in the table have sole voting and dispositive power with
respect to all shares of the Company's Common Stock shown as beneficially
owned by them, except as set forth in the notes to the table and subject to
community property laws, where applicable.
(2) Includes (i) 35,000 shares owned by each of Mr. Lubin's two minor children
with respect to which Mr. Lubin acts as custodian under the New York
Uniform Gifts to Minors Act, (ii) 222,200 shares which Mr. Lubin has the
right to acquire upon the conversion of $505,000 principal amount of the
Company's 14% Junior Subordinated Convertible Notes, due May 1, 2000 (the
"14% Convertible Notes") owned by Mr. Lubin, at a conversion price (subject
to adjustment) of $2.27273 per share, (iii) 50,000 shares owned by an
Individual Retirement Account of Mr. Lubin, and (iv) 50,000 shares owned by
a retirement benefit plan of which Mr. Lubin is a beneficiary.
(3) Includes (i) 217,800 shares which Mr. Delano has the right to acquire upon
the conversion of $495,000 principal amount of the Company's 14%
Convertible Notes owned by Mr. Delano, at a conversion price (subject to
adjustment) of $2.27273 per share, (ii) 110,750 shares owned by Individual
Retirement Accounts of Mr. Delano, and (iii) 50,000 shares owned by a
retirement benefit plan of which Mr. Delano is a beneficiary.
(4) Includes 158,594 shares owned by Conner Holding Company, a Nevada
corporation, of which Mr. Conner is President, a director, and majority
stockholder.
-2-
<PAGE> 5
PROPOSAL 2 -- AMENDMENT OF BY-LAWS TO DE-CLASSIFY THE COMPANY'S BOARD OF
DIRECTORS
The Board of Directors recommends that the stockholders of the Company
consider and approve a proposal to amend the Company's By-laws to de-classify
the Company's Board of Directors by eliminating the provision in the By-laws
that provides that the Company's Board of Directors shall be divided into three
classes, as nearly equal in number as possible, and that directors shall be
elected for terms of three years on a staggered basis.
EXISTING BY-LAW PROVISION
Article III, Section 1 of the Company's By-laws as in effect on the
date hereof reads as follows:
SECTION 1. The number of directors which shall constitute the
whole board shall be not less than three nor more than fifteen. The
board, following adoption of the amendment to this Section on September
29, 1976, shall consist of nine directors. Thereafter, within the
limits above specified, the number of directors shall be fixed by
resolution of the board of directors, subject to the provisions of
Delaware law or these by-laws regarding removal of directors. The board
of directors shall be divided into three classes each consisting of
three directors with the term of office of the first class expiring at
the annual meeting of stockholders in 1977, of the second class
expiring at the annual meeting of stockholders in 1978, and of the
third class expiring at the annual meeting of stockholders in 1979.
Any newly created directorships or decrease in directorships
arising out of a change in the number of directors shall be so
apportioned among the classes so as to make all classes as nearly equal
in number of directors as possible.
At each annual meeting of stockholders, successors to
directors of the class whose terms then expire shall be elected to hold
office for a term expiring the third succeeding annual meeting of
stockholders and until their successors shall have been duly elected
and qualified. No director may be removed from his office as a director
by vote or other action of stockholders or otherwise except for cause.
Notwithstanding the foregoing, whenever the holders of any
preferred stock, as provided in the certificate of incorporation or in
any resolution or resolutions of the board of directors establishing
any such preferred stock, shall have the right voting as a single
class, to elect directors at the annual or a special meeting of
stockholders, the then-authorized number of directors of the
corporation may be increased by such number as may be therein provided,
and the additional directors so provided for shall be elected and hold
office as provided therein.
PROPOSED AMENDED BY-LAW PROVISION
It is proposed that Article III, Section 1 of the Company's By-laws be
amended to read as follows:
SECTION 1. The number of directors which shall constitute the
whole board shall be not less than three nor more than fifteen.
Notwithstanding the foregoing, whenever the holders of any
preferred stock, as provided in the certificate of incorporation or in
any resolution or resolutions of the board of directors
-3-
<PAGE> 6
establishing any such preferred stock, shall have the right voting as a
single class, to elect directors at the annual or a special meeting of
stockholders, the then-authorized number of directors of the
corporation may be increased by such number as may be therein provided,
and the additional directors so provided for shall be elected and hold
office as provided therein.
REASONS FOR THE PROPOSED BY-LAW AMENDMENTS
The provisions concerning the classification of the Company's Board of
Directors were initially included in the Company's By-laws as an anti-takeover
device in 1976 and these provisions are permissible for a Delaware corporation,
such as the Company, to include in its by-laws. However, for the reasons
described below, the Company is proposing to amend the By-laws to de-classify
the Company's Board of Directors.
Adoption of the proposed amendment of Article III, Section 1 of the
Company's By-laws would have the effect of causing directors of the Company to
serve on the Board of Directors until their respective successors shall have
been elected and qualified, rather than for the present staggered terms of three
years and until their respective successors shall have been elected and
qualified. Implicit in the proposed amendment is the concept that directors will
serve for one year terms, subject to re-election, since Delaware law requires
that Delaware corporations, such as the Company, hold an annual meeting for the
election of directors. Although the Company values the continued involvement of
its incumbent directors and presently does not intend to change the composition
of the Board of Directors, the Company believes that the proposed amendments
will enhance the Company's ability to attract and retain qualified candidates to
serve on the Company's Board of Directors by affording the Company greater
flexibility in the regular recruitment and nomination of director candidates.
The Company also believes that adoption of the proposed amendment would
eliminate an anti-takeover device that, under certain circumstances, could
prevent a potential acquiror of the Company from gaining control of a majority
of the Board of Directors for up to two years absent the voluntary resignation
of a sufficient number of directors to enable the potential acquiror to gain
such control. Consequently, the existing By-law provision could tend to entrench
an incumbent Board. In addition, the Company believes that it is appropriate to
limit the terms of directors to one year in order to ensure that the Company's
stockholders have the ability annually to evaluate and vote upon the performance
of the Board of Directors.
If the proposed amendment is adopted by the stockholders, under
Delaware law, any director or the entire Board of Directors may be removed, with
or without cause, by the holders of a majority of the shares of capital stock
then entitled to vote at an election of directors. Since incumbent members of
the Company's Board of Directors Michael A. Lubin and Warren Delano collectively
are the beneficial owners of more than a majority of the outstanding shares of
the Company's Common Stock, the proposed By-law amendment would afford those
members of the Board the ability to act together, or together with other
stockholders, to remove one or more of the Company's directors, with or without
cause. See "Principal Stockholders." The Company's directors and executive
officers as a group are the beneficial owners of 69.5% of the Company's Common
Stock. See "Security Ownership of Management." However, even if Article III,
Section 1 of the By-laws is not amended as proposed, Messrs. Lubin and Delano
have sufficient voting power to significantly influence, if not control, the
election of the Company's Board of Directors. The present By-laws prohibit
stockholders from removing directors without cause. Delaware law requires that,
if a director of a Delaware corporation is to be removed for cause, the director
is entitled to notice of specific charges of misconduct, adequate notice of
proceedings to remove him or her and an opportunity to answer the charges.
Failure to follow such procedures may constitute grounds to invalidate an
attempted removal for cause. The Company
-4-
<PAGE> 7
believes that the Company's stockholders will be afforded greater influence and
flexibility in corporate governance matters by amending the By-laws to permit
the removal of directors with or without cause. If the proposed amendment is
adopted, however, directors elected by a specific class or series of capital
stock may be removed with or without a cause by the holders of such class or
series, and not by the holders of all outstanding shares. The Company's Restated
Certificate of Incorporation provides that, in the event six quarterly dividends
(whether or not consecutive) payable on the then outstanding Series B Preferred
Stock are in arrears, the Company's Board of Directors will be increased by the
members to be elected by the holders of Series B Preferred Stock voting as a
class. Holders of the Series B Preferred Stock will continue to vote as a class
to elect the two additional directors until such time as all dividends in
arrears on the Series B Preferred Stock are paid.
In the event that the proposed amendment of the By-laws is approved by
the stockholders at the Annual Meeting, the stockholders will be asked to vote
for election of five directors at the Annual Meeting, each to serve for a term
expiring at the Annual Meeting of Stockholders to be held in 1999 and until his
successor shall have been elected and qualified. In such event, the Board of
Directors intends to nominate and, pursuant to this Proxy Statement, solicit
proxies for the election of each of the incumbent directors. In the event the
proposed amendment of the By-laws is not approved by the stockholders at the
Annual Meeting, the stockholders will be asked to vote for the election of two
directors at the Annual Meeting, each to serve for a term expiring at the Annual
Meeting of Stockholders to be held in 2001 and until his successor shall have
been elected and qualified. In such event, the Board of Directors intends to
nominate and, pursuant to this Proxy Statement, solicit proxies for the election
of incumbent directors Warren Delano and Kenneth I. Greenstein. See "Proposals
1A and 1B - Election of Directors."
The Board of Directors approved the foregoing amendments of the
Company's By-laws on March 10, 1998.
The Company's Restated Certificate of Incorporation provides that
Article III, Section 1 of the By-laws may not be amended except upon the
affirmative vote of the holders of at least 75 % of the outstanding shares of
capital stock of the Company entitled to vote in the election of directors
considered as one class.
ACCORDINGLY, YOUR VOTE ON THIS PROPOSAL 2 IS VERY IMPORTANT. BECAUSE
APPROVAL OF THIS PROPOSAL REQUIRES THE AFFIRMATIVE VOTE OF AT LEAST 75 % OF THE
COMPANY'S OUTSTANDING SHARES OF CAPITAL STOCK, A NON-VOTE OR ABSTENTION WILL BE
EQUIVALENT TO A VOTE AGAINST THIS PROPOSAL.
UNLESS THE ENCLOSED PROXY IS MARKED TO THE CONTRARY, THE SHARES
REPRESENTED THEREBY WILL BE VOTED FOR THIS PROPOSAL 2.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE STOCKHOLDERS
VOTE FOR APPROVAL OF THIS AMENDMENT TO THE COMPANY'S BY-LAWS.
-5-
<PAGE> 8
PROPOSALS 1A AND 1B -- ELECTION OF DIRECTORS
Pursuant to Proposal 1A, as noted above in "Proposal 2-Amendment of
By-laws to De-classify the Company's Board of Directors," in the event that the
proposed amendment of the By-laws is approved by the stockholders at the Annual
Meeting, the stockholders will be asked to vote for election of five directors
at the Annual Meeting, each to serve for a term expiring at the Annual Meeting
of Stockholders to be held in 1999 and until his successor shall have been
elected and qualified. In such event, the board of Directors intends to nominate
and, pursuant to this Proxy Statement, solicit proxies for the election of each
of the incumbent directors. Pursuant to Proposal 1B, as noted in "Proposal
2-Amendment of By-laws to De-classify the Company's Board of Directors," in the
event the proposed amendment of the By-laws is not approved by the stockholders
at the Annual Meeting, the stockholders will be asked to vote for the election
of two directors at the Annual Meeting, each to serve for a term expiring at the
Annual Meeting of Stockholders to be held in 2001 and until his successor shall
have been elected and qualified. In such event, the board of Directors intends
to nominate and, pursuant to this Proxy Statement, solicit proxies for the
election of incumbent directors, Warren Delano and Kenneth I. Greenstein. The
Board of Directors intends to solicit proxies in the alternative pursuant to
Proposals 1A and 1B in order to ensure that the stockholders have the ability to
vote upon nominations for the Board of Directors regardless of the outcome of
the stockholders' vote on "Proposal 2-Amendment of By-laws to De-classify the
Company's Board of Directors."
If Proposal 2 is adopted at the Annual Meeting, the amended By-Laws of
the Company will provide that five directors shall be elected whose terms would
expire in 1999. Pursuant to Proposal 1A, in the event that the proposed
amendment of the By-laws is approved by the stockholders at the Annual Meeting,
the stockholders will be asked to vote for the election of five directors at the
Annual Meeting, each to serve for a term expiring at the Annual Meeting of
Stockholders to be held in 1999 and until his successor shall have been elected
and qualified. Proposal 1A will have no effect if the proposed amendment of the
By-laws is not approved by the stockholders at the Annual Meeting. Unless
authority to vote for the election of a director is specifically withheld by
appropriate designation on the face of the proxy, it is the intention of the
persons named in the accompanying form of proxy to vote such proxy for the
election at the Annual Meeting of William B. Conner, Warren Delano, Kenneth I.
Greenstein, Michael A. Lubin, and Phillips E. Patton as directors, to serve
until the 1999 Annual Meeting of Stockholders and until their respective
successors shall have been elected and qualified. Messrs. Conner, Delano,
Greenstein, Lubin, and Patton are presently members of the Company's Board of
Directors. The proxies cannot be voted for a greater number of persons than five
in respect of Proposal 1A. Management has no reason to believe that the named
nominees will be unable or unwilling to serve if elected. However, in such case,
it is intended that the individuals named in the enclosed proxy will vote for
the election of such substituted nominees as the Company's Board of Directors
may recommend.
In the alternative, if Proposal 2 is not adopted, the By-Laws of the
Company will continue to provide that the Board of Directors shall be divided
into three classes, as nearly equal in number as possible, and that directors
shall be elected for terms of three years on a staggered basis. Pursuant to
Proposal 1B, in the event the proposed amendment of the By-laws is not approved
by the stockholders at the Annual Meeting, the stockholders will be asked to
vote for the election of two directors at the Annual Meeting, each to serve for
a term expiring at the Annual Meeting of Stockholders to be held in 2001 and
until his successor shall have been elected and qualified. Proposal 1B will have
no effect if the proposed amendment of the By-laws is approved by the
stockholders at the Annual Meeting. There are presently five directors, two
whose terms expire in 1998, two whose terms expire in 1999, and one whose term
expires in 2000. Unless authority to vote for the election of a director is
specifically withheld by appropriate designation on the face of the proxy,
-6-
<PAGE> 9
it is the intention of the persons named in the accompanying form of proxy to
vote such proxy for the election at the Annual Meeting of Warren Delano and
Kenneth I. Greenstein as directors, to serve until the 2001 Annual Meeting of
Stockholders and until their respective successors shall have been elected and
qualified. Messrs. Delano and Greenstein are presently members of the Company's
Board of Directors. The proxies cannot be voted for a greater number of persons
than two in respect of Proposal 1B. Management has no reason to believe that the
named nominees will be unable or unwilling to serve if elected. However, in such
case, it is intended that the individuals named in the enclosed proxy will vote
for the election of such substituted nominees as the Company's Board of
Directors may recommend.
Certain information concerning the nominees and directors continuing in
office is set forth in the following table.
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION, BUSINESS
NAME AGE EXPERIENCE AND DIRECTORSHIPS
---- --- ----------------------------
NOMINEE FOR TERMS EXPIRING IN 1999 UNDER PROPOSAL 1A OR IN 2001 UNDER PROPOSAL 1B
<S> <C> <C>
Warren Delano 47 President of the Company for more than five years.
Partner of Lubin, Delano & Company, an investment
banking and consulting firm, for more than five years.
Director of the Company since 1985.
Kenneth I. Greenstein 68 Secretary of the Company since September 1979.
Consultant since January 1998. Stockholder of a
professional corporation which was a partner in Nixon,
Hargrave, Devans & Doyle LLP, a law firm, for more
than five years prior thereto. Director of the Company
since 1978.
NOMINEE FOR TERM EXPIRING IN 1999 UNDER PROPOSAL 1A OR DIRECTOR WHOSE TERM EXPIRES IN 2000 UNDER
PROPOSAL 1B
Michael A. Lubin 48 Chairman of the Board of the Company for more than
five years. Partner of Lubin, Delano & Company, an
investment banking and consulting firm, for more than
five years. President and Chief Operating Officer of
Salant Corporation, a manufacturer of men's, women's,
and children's apparel, from April 1997 through July
1997, and Executive Vice President and Chief Operating
Officer of Salant Corporation from October 1995
through March 1997. Director of the Company since
1985.
</TABLE>
-7-
<PAGE> 10
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION, BUSINESS
NAME AGE EXPERIENCE AND DIRECTORSHIPS
---- --- ----------------------------
NOMINEES FOR TERMS EXPIRING IN 1999 UNDER PROPOSAL 1A OR DIRECTORS WHOSE TERMS EXPIRE IN 1999 UNDER
PROPOSAL 1B
<S> <C> <C>
William B. Conner 65 Private Investor. President and director of Conner
Holding Company, a holding company for aviation
companies, and Chairman of the Board of the subsidiaries
thereof for more than five years. Director of Acordia,
Inc., a holding company for insurance brokerage, claims
administration, and employee benefits consulting
companies, from April 1991 until May 1996. President of
Robinson-Conner, Inc., an insurance brokerage firm
which became a subsidiary of Acordia, Inc. in April 1991,
from 1967 until June 1993. Executive Vice President of
Acordia, Inc. from April 1991 until March 1993. Director
of the Company since 1981.
Phillips E. Patton 60 Private Investor. Chairman of the Board and President of
Specialty Packaging Products Inc., a manufacturer of
metal and plastic packaging components, from February
1984 until November 1992. Director of Regency Bank, a
Richmond, Virginia, commercial bank, since 1987.
Director of the Company since 1993.
</TABLE>
BOARD OF DIRECTORS AND COMMITTEES OF THE BOARD
The Board of Directors met five times during 1997. During 1997, each of
the directors attended 80% or more of the meetings held by the Board of
Directors and all of the meetings held by the Committees of the Board of
Directors on which such person served.
As of December 31, 1997, the Board of Directors had standing an Audit
Committee and a Compensation Committee. The members of those Committees were as
follows:
<TABLE>
<CAPTION>
NAME OF COMMITTEE CHAIRMAN OTHER MEMBER
----------------- -------- ------------
<S> <C> <C>
Audit Committee Phillips E. Patton Kenneth I. Greenstein
Compensation Committee William B. Conner Phillips E. Patton
</TABLE>
The Audit Committee, which is comprised of two non-management members
of the Board of Directors, met two times during 1997. Its functions included
consulting periodically with the Company's independent auditors as to the
nature, scope, and results of their audit of the accounts of the Company,
reviewing the Company's internal accounting controls and procedures and such
other related matters as the Audit Committee deemed advisable.
The Compensation Committee, which is comprised of two members of the
Board of Directors who are not employees of the Company or eligible to receive
restricted stock awards pursuant to the Company's 1986 Restricted Stock Award
Plan, met once during 1997. Its functions included reviewing salaries, cash
-8-
<PAGE> 11
bonus awards, and existing or potential compensation plans for the Company's
executive officers and other eligible employees and making recommendations to
the Board of Directors regarding such salaries, cash bonus awards, and incentive
compensation plans. Additionally, the Committee administers the Company's 1986
Restricted Stock Award Plan and is responsible for determining the employees of
the Company to whom, and the time or times at which, awards will be granted.
Each member of the Board of Directors receives an annual fee of
$12,000. Directors receive $1,000 for each Board or Committee meeting attended
in person as well as reasonable out-of-pocket expenses incurred in connection
with attending such meetings. Directors receive $250 for each Board or Committee
meeting attended by telephone. There are no other fees paid to directors for
services rendered as members of the Board.
EXECUTIVE OFFICERS
The following table sets forth certain information concerning the
executive officers of the Company.
<TABLE>
<CAPTION>
NAME POSITION AND OFFICES AGE
---- -------------------- ---
<S> <C> <C>
Michael A. Lubin Chairman of the Board 48
Warren Delano President and Director 47
Dennis J. Welhouse Senior Vice President, Chief Financial 49
Officer, and Assistant Secretary
Kelly L. MacMillan Treasurer 32
</TABLE>
Mr. Lubin has been Chairman of the Board of the Company for more than
five years. For more than five years, Mr. Lubin has been a partner of Lubin,
Delano & Company, an investment banking and consulting firm that has been
retained by the Company. Mr. Lubin was also President and Chief Operating
Officer of Salant Corporation, a manufacturer of men's, women's, and children's
apparel, from April 1997 through July 1997, and was Executive Vice President and
Chief Operating Officer of Salant Corporation from October 1995 through March
1997.
Mr. Delano has been President of the Company for more than five years.
For more than five years, Mr. Delano has been a partner of Lubin, Delano &
Company, an investment banking and consulting firm that has been retained by the
Company.
Dennis J. Welhouse has been Senior Vice President of the Company since
March 1992 and Chief Financial Officer and Assistant Secretary of the Company
since November 1988.
Kelly L. MacMillan has been Treasurer of the Company since July 1995.
Ms. MacMillan served as Assistant Treasurer of the Company from November 1991
through June 1995.
Each of the Company's executive officers serves at the pleasure of the
Board of Directors.
-9-
<PAGE> 12
SECURITY OWNERSHIP OF MANAGEMENT
The following table sets forth the beneficial ownership of the
Company's Common Stock, as of April 1, 1997, by each director and director
nominee, by each of the named executive officers, and by all directors and
executive officers as a group.
<TABLE>
<CAPTION>
SHARES OF COMMON STOCK PERCENT OF
NAME OF BENEFICIAL OWNER BENEFICIALLY OWNED (1) CLASS OWNED
- ------------------------ --------------------------- -----------
<S> <C> <C>
Michael A. Lubin 1,477,180(2) 32.9%
Warren Delano 1,346,793(3) 30.1
William B. Conner 219,906(4) 5.2
Phillips E. Patton 124,000 2.9
Dennis J. Welhouse 65,842 1.5
Kenneth I. Greenstein 35,636(5) *
Kelly L. MacMillan - -
Directors and executive officers
as a group (7 persons) 3,269,357(6) 69.5
</TABLE>
* Less than one percent.
(1) The persons named in the table have sole voting and dispositive power with
respect to all shares of the Company's Common Stock shown as beneficially
owned by them, except as set forth in the notes to the table and subject to
community property laws, where applicable.
(2) Includes (i) 35,000 shares owned by each of Mr. Lubin's two minor children
with respect to which Mr. Lubin acts as custodian under the New York
Uniform Gifts to Minors Act, (ii) 222,200 shares which Mr. Lubin has the
right to acquire upon the conversion of $505,000 principal amount of the
Company's 14% Convertible Notes owned by Mr. Lubin, at a conversion price
(subject to adjustment) of $2.27273 per share, (iii) 50,000 shares owned by
an Individual Retirement Account of Mr. Lubin, and (iv) 50,000 shares owned
by a retirement benefit plan of which Mr. Lubin is a beneficiary.
(3) Includes (i) 217,800 shares which Mr. Delano has the right to acquire upon
the conversion of $495,000 principal amount of the Company's 14%
Convertible Notes owned by Mr. Delano, at a conversion price (subject to
adjustment) of $2.27273 per share, (ii) 110,750 shares owned by Individual
Retirement Accounts of Mr. Delano, and (iii) 50,000 shares owned by a
retirement benefit plan of which Mr. Delano is a beneficiary.
(4) Includes 158,594 shares owned by Conner Holding Company, a Nevada
corporation, of which Mr. Conner is President, a director, and majority
stockholder.
(5) Includes 8,170 shares owned by a retirement benefit plan of which Mr.
Greenstein is sole beneficiary.
(6) See footnotes 1 through 5, above.
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
Section 16(a) of the Securities Exchange Act of 1934, as amended, and
the rules promulgated thereunder require the Company's officers and directors
and persons who own more than ten percent of a registered class of the Company's
equity securities to file reports of ownership and changes in ownership with the
Securities and Exchange Commission ("SEC") and to furnish to the Company copies
of all such filings.
-10-
<PAGE> 13
The Company believes, based solely upon a review of (i) those reports
and amendments thereto furnished to the Company during and with respect to the
year ended December 31, 1997, and (ii) written representations from certain
reporting persons, that all required reports for the year ended December 31,
1997, were timely filed.
EXECUTIVE COMPENSATION
The following table summarizes compensation, for the Company's past
three fiscal years, paid to the Company's executive officers whose total annual
salary and bonus exceeded $100,000.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
ANNUAL COMPENSATION
NAME AND FISCAL ---------------------------- ALL OTHER
PRINCIPAL POSITION YEAR SALARY($) BONUS($)(1) COMPENSATION($)
------------------ ---- --------- ----------- ---------------
<S> <C> <C> <C> <C>
Michael A. Lubin 1997 215,750(2) - -
Chairman of the 1996 211,250(2) - -
Board 1995 211,250(2) 175,000(3) -
Warren Delano 1997 215,750(4) - -
President and Director 1996 211,250(4) - -
1995 211,250(4) 175,000(3) -
Dennis J. Welhouse 1997 135,000 - 7,772(5)
Senior Vice President, 1996 131,000 9,825 8,449(5)
Chief Financial Officer and 1995 126,552 28,474 6,741(5)
Assistant Secretary
</TABLE>
(1) Amounts reported in a particular year reflect bonuses earned for services
rendered in that year and paid in that year or the following year.
(2) Represents (i) compensation in the amount of $200,000 paid in 1997, 1996,
and 1995, paid indirectly to Mr. Lubin through Lubin, Delano & Company for
services rendered as an executive officer of the Company and (ii) fees paid
to Mr. Lubin for serving as a member of the Company's Board of Directors.
Lubin, Delano & Company is an investment banking and consulting firm of
which Messrs. Lubin and Delano are the only partners. See "Compensation
Committee Report on Executive Compensation" and "Certain Relationships and
Transactions."
(3) Amount represents (i) an incentive bonus payment of $75,000 and (ii) 50% of
a $200,000 fee paid on January 31, 1995, to Lubin, Delano & Company for
services rendered in connection with the refinancing of certain of the
Company's indebtedness.
(4) Represents (i) compensation in the amount of $200,000 in 1997, 1996, and
1995, paid indirectly to Mr. Delano through Lubin, Delano & Company for
services rendered as an executive officer of the Company and (ii) fees paid
to Mr. Delano for serving as a member of the Company's Board of Directors.
See "Compensation Committee Report on Executive Compensation" and "Certain
Relationships and Transactions."
(5) Represents (i) Company contributions of $7,241, $7,939, and $6,252 made to
Mr. Welhouse's account under the Company's 401(k) Plan in 1997, 1996, and
1995, respectively, and (ii) insurance premiums of $531, $510 and $489 paid
by the Company in 1997, 1996, and 1995, respectively, for term life
insurance owned by Mr. Welhouse.
No stock options or stock appreciation rights were granted to,
exercised by, or held by any of the persons named in the Summary Compensation
Table above during 1997.
-11-
<PAGE> 14
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Compensation Committee is comprised of two non-employee directors
of the Company. The Compensation Committee is responsible, subject to the
approval of the Board of Directors, for reviewing compensation levels of
executive officers, evaluating the performance of corporate management, and
administering the Company's incentive compensation plan.
COMPENSATION PHILOSOPHY AND POLICY
The Company's compensation program generally is designed to motivate
and reward the Company's executive officers for attaining financial,
operational, and strategic objectives that will contribute to the overall goal
of enhancing stockholder value. The principal elements of the compensation plan
include base salary and cash bonus awards.
BASE SALARY. In determining the base pay levels for executive officers
of the Company, the Compensation Committee considers the compensation paid by a
group of industrial companies which are generally similar to the Company. The
number and composition of the group with which the Company compares itself for
this purpose is subject to change as the companies change size or focus, merge,
or are acquired. Base pay levels, prior to taking into account other factors
considered by the Compensation Committee, are at the mid-range of base pay
levels for such group of companies. The Compensation Committee believes that the
Company's most direct competitors are private companies which do not publicly
disclose executive compensation, financial condition, or operating performance
information. The Compensation Committee also believes that the companies with
which the Company compares itself for the purpose of determining executive
compensation are not necessarily included in the indices used to compare
stockholder returns which are contained elsewhere in the Proxy Statement in
which this report appears. In determining the salary component of compensation
packages for executive officers, the Compensation Committee also takes into
consideration the recent performance of the individual and the Company, the
experience of the individual, and the scope and complexity of the position. The
Compensation Committee does not assign weights to these factors and does not
consider any one factor more important than another.
INCENTIVE COMPENSATION PLAN. To provide incentives to increase
profitability, the Company has an incentive compensation plan which provides for
the payment of cash bonus awards to executive officers and other eligible
employees of the Company. Bonus awards for eligible operating company employees
are based upon the attainment of predetermined profit targets at each respective
operating company. Bonus awards for executive officers and other eligible
corporate employees are based upon the attainment of predetermined consolidated
profit targets. The Compensation Committee of the Company's Board of Directors
is responsible for the supervision of the plan. The Company also has a
restricted stock plan but has not utilized the plan for incentive compensation
in recent years.
COMPENSATION OF MESSRS. DELANO AND LUBIN. Messrs. Delano and Lubin are
compensated indirectly by the Company through payments made to Lubin, Delano &
Company, an investment banking and consulting firm of which they are the only
partners. During 1997, the aggregate payments made to Lubin, Delano & Company
for services provided by Messrs. Delano and Lubin in their capacities as
President and Chairman of the Board, respectively, were $400,000. The Company's
arrangements with Lubin, Delano & Company also provided for an incentive fee
based upon the attainment of predetermined consolidated profit targets and
additional compensation, as mutually agreed upon, for services provided by
Lubin, Delano & Company in connection with acquisitions, divestitures,
financings, or similar transactions involving the Company. Messrs. Delano and
Lubin received no payments under the incentive compensation plan for 1997 or for
services provided in connection with acquisitions, divestitures, financings, or
similar transactions during 1997. During 1998, Lubin, Delano & Company will be
compensated for the services of Messrs.
-12-
<PAGE> 15
Delano and Lubin in their capacities as President and Chairman of the Board,
respectively, at the base rate of $400,000 per year.
The compensation paid for the combined services of Messrs. Delano and
Lubin as President and Chairman of the Board of the Company, respectively, was
agreed to after considering the competitive marketplace for executive talent and
the responsibilities of such positions. From October 1995 to March 1997, Mr.
Lubin was Executive Vice President and Chief Operating Officer of Salant
Corporation ("Salant"). From April 1997 through July 1997, Mr. Lubin served as
President and Chief Operating Officer of Salant. The Compensation Committee
believes that, notwithstanding Mr. Lubin's engagement by Salant, the
compensation package payable to Lubin, Delano & Company for the combined
services of Messrs. Delano and Lubin over the course of the year as executive
officers of the Company comports with the Compensation Committee's subjective
perception of the base compensation levels of chief executives employed by other
industrial companies, both public and private.
COMPENSATION COMMITTEE
William B. Conner, Chairman
Phillips E. Patton
-13-
<PAGE> 16
STOCK PRICE PERFORMANCE
Set forth below is a line graph comparing the yearly cumulative total
stockholder return on the Company's Common Stock, based on the market price of
the Common Stock, with the cumulative total return of companies in the S & P 500
Index and the NASDAQ Composite Index.
<TABLE>
<CAPTION>
LEXINGTON PRECISION CORPORATION
SHARE OF COMMON STOCK S&P 500 INDEX NASDAQ COMPOSITE INDEX
------------------------------- ------------- ----------------------
CLOSING INDEXED TO INDEXED TO INDEXED TO
DATE PRICE 12/31/92 CLOSE 12/31/92 CLOSE 12/31/92
- ---- ------- ---------- ----- ---------- ----- --------
<S> <C> <C> <C> <C> <C> <C>
12/31/92 $0.2500 $ 100.00 435.71 $100.00 676.95 $100.00
12/31/93 1.0000 400.00 466.45 107.06 776.82 114.75
12/31/94 1.7500 700.00 459.27 105.41 751.96 111.08
12/31/95 2.5000 1,000.00 615.93 141.36 1,052.14 155.42
12/31/96 2.1250 850.00 740.74 170.01 1,291.03 190.71
12/31/97 2.6875 1,075.00 970.43 222.72 1,570.35 231.97
</TABLE>
As of December 31, 1992 and 1993, no material trading data for the
Company's Common Stock was publicly available. Based upon then current
conversations with market-makers in the Common Stock, the Company believes that
the bid quotation for the Common Stock was $0.25 per share as of December 31,
1992 and $1.00 per share as of December 31, 1993. As of December 31, 1994, 1995,
1996, and 1997, the last trade listed on the OTC Bulletin Board, provided by the
National Association of Securities Dealers, was $1.75, $2.50, 2.125, and $2.6875
per share, respectively. The Company believes that eight brokerage firms
currently make a market in the Company's Common Stock, although both bid and
asked quotations may at times be limited.
CERTAIN RELATIONSHIPS AND TRANSACTIONS
Warren Delano and Michael A. Lubin beneficially own 30.1% and 32.9%,
respectively, of the Common Stock of the Company.
Messrs. Delano and Lubin are compensated indirectly by the Company
through payments made to Lubin, Delano & Company, an investment banking and
consulting firm of which they are the only partners. During 1997, the aggregate
payments made to Lubin, Delano & Company for services provided by Messrs. Delano
and Lubin in their capacities as President and Chairman of the Board,
respectively, were $400,000. The Company's arrangements with Lubin, Delano &
Company also provide for an incentive fee based upon the attainment of
predetermined consolidated profit targets and additional compensation, as
mutually agreed
-14-
<PAGE> 17
upon, for services provided by Lubin, Delano & Company in connection with
acquisitions, divestitures, financings, or similar transactions involving the
Company. Messrs. Delano and Lubin received no payments under the incentive
compensation plan for 1997 or for services provided in connection with
acquisitions, divestitures, financings, or similar transactions during 1997.
During 1998, Lubin, Delano & Company is being compensated for the services
provided by Messrs. Delano and Lubin in their capacities as president and
Chairman of the Board, respectively, at the base rate of $400,000 per year.
Messrs. Delano and Lubin and their affiliates are holders of $1,500,000
principal amount of the Company's 12.75% Senior Subordinated Notes due February
1, 2000, $1,000,000 principal amount of the Company's 14% Junior Subordinated
Convertible Notes due May 1, 2000, and $347,000 principal amount of the
Company's 14% Junior Subordinated Nonconvertible Notes due May 1, 2000. In 1997,
Messrs. Delano and Lubin and their affiliates received interest payments on
these notes in the aggregate amount of $379,783.
The Company made cash payments in respect of fees and expenses of
approximately $395,000 to the law firm of Nixon, Hargrave, Devans & Doyle LLP
during 1997. Kenneth I. Greenstein, Secretary and a director of the Company, was
a stockholder of a professional corporation that, until December 31, 1997, was a
partner in that law firm.
PROPOSAL 3 - RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS
The Board of Directors, on the recommendation of the Audit Committee,
has appointed the firm of Ernst & Young LLP, independent public accountants, to
audit the accounts of the Company for the year ending December 31, 1998. Ernst &
Young LLP has been employed by the Company as its independent auditor since the
fiscal year ended May 31, 1989.
Stockholders are asked to approve the action of the Board of Directors
in appointing Ernst & Young LLP. It is intended that, unless marked to the
contrary, the shares represented by proxy shall be voted for the ratification of
such appointment. It is expected that a representative of Ernst & Young LLP will
be present at the Annual Meeting to answer questions of stockholders and will
have the opportunity, if desired, to make a statement.
STOCKHOLDER PROPOSALS
Proposals by stockholders intended to be presented at the next annual
meeting (to be held in 1999) must be received by the Secretary of the Company on
or before January 5, 1999, in order to be included in the proxy statement and
the proxy for that meeting. Proposals should be directed to Secretary, Lexington
Precision Corporation, 767 Third Avenue, New York, NY 10017.
OTHER MATTERS
Management does not know of any other matters which are likely to be
brought before the Annual Meeting. However, in the event that any other matters
properly come before the Annual Meeting, the persons named in the enclosed proxy
will vote in accordance with their judgment on such matters.
A copy of the Company's Report to Stockholders for the year ended
December 31, 1997, which includes financial statements and related data,
accompanies this Proxy Statement.
-15-
<PAGE> 18
According to SEC rules, the information presented in this Proxy
Statement under the captions "Compensation Committee Report on Executive
Compensation" and "Stock Price Performance" shall not be deemed to be
"soliciting material" or to be filed with the SEC under the Securities Act of
1933 or the Securities Exchange Act of 1934 and nothing contained in any
previous filings made by the Company under such Acts shall be interpreted as
incorporating by reference the information presented under the specified
captions.
By Order of the Board of Directors,
Kenneth I. Greenstein
Secretary
Dated: April XX, 1998
New York, New York
-16-
<PAGE> 19
LEXINGTON PRECISION CORPORATION
767 Third Avenue
New York, New York 10017
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
P THE COMPANY FOR THE ANNUAL MEETING ON MAY 13, 1998
R
O The undersigned hereby appoints as Proxies, each of WARREN DELANO and
X DENNIS J. WELHOUSE, each with full power to appoint his substitute,
Y and hereby authorizes them to represent and to vote, as designated
below, all shares of capital stock of Lexington Precision Corporation
held of record by the undersigned on April 1, 1998, at the Annual
Meeting of Stockholders to be held on May 13, 1998 and any
adjournments thereof.
<TABLE>
<S> <C>
(change of address)
If Proposal 1 is approved, nominees for election of five
directors: ------------------------------------
William B. Conner Michael A. Lubin
Warren Delano Phillips E. Patton ------------------------------------
Kenneth I. Greenstein
------------------------------------
If Proposal 1 is not approved, nominees for election of two (If you have written in the above
directors: space, please mark the corresponding
Warren Delano Kenneth I. Greenstein box on the reverse side of this card)
(see reverse side to vote for or withhold vote for nominees)
</TABLE>
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED AS DIRECTED. YOU ARE
ENCOURAGED TO SPECIFY YOUR CHOICE BY MARKING THE APPROPRIATE BOXES, SEE
REVERSE SIDE, BUT YOU NEED NOT MARK ANY BOXES IF YOU WISH TO VOTE IN
ACCORDANCE WITH THE BOARD OF DIRECTORS' RECOMMENDATIONS. IF NO DIRECTION
IS GIVEN WITH RESPECT TO A PARTICULAR PROPOSAL, THIS PROXY WILL BE VOTED
FOR SUCH PROPOSAL. THE PROXIES CANNOT VOTE YOUR SHARES UNLESS YOU SIGN
AND RETURN THIS CARD.
PLEASE MARK, DATE, SIGN AND RETURN THIS PROXY CARD PROMPTLY, USING THE
ENCLOSED ENVELOPE. NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED
STATES OF AMERICA.
SEE REVERSE
SIDE
- --------------------------------------------------------------------------------
DETACH CARD
<PAGE> 20
<TABLE>
<CAPTION>
LEXINGTON PRECISION CORPORATION
PLEASE MARK VOTE IN OVAL IN THE FOLLOWING MANNER USING DARK INK ONLY. /X/
<S> <C> <C> <C> <C> <C> <C> <C>
[1213]
FOR WITHHELD FOR ALL ALL
ALL ALL EXCEPT: FOR AGAINST ABSTAIN
1A. If Proposal 2 is adopted, / / / / / / 2. Amendment of Article III, / / / / / /
Election of 5 Directors Section 1 of the By-laws
(cross out exceptions)
William B. Conner,
Warren Delano, Kenneth I.
Greenstein, Michael A.
Lubin, Phillips E. Patton
1B. If Proposal 2 is not adopted, / / / / / / 3. Ratify the appointment of Ernst & Young / / / / / /
Election of 2 Directors as independent auditors.
(cross out exceptions)
Warren Delano,
Kenneth I. Greenstein
4. In their discretion, the Proxies are
authorized to vote upon any other business
that may properly come before the meeting.
Plan to Attend Meeting / /
Address change requested / /
Date: , 1998
------------------
-----------------------------------------------------
Signature(s)
-----------------------------------------------------
Signature(s)
NOTE: Please sign exactly as name appears hereon.
If shares are registered in more than one name, the signatures of all such persons are required.
A corporation, should sign in the full corporate name by a duly authorized officer stating his
title. Trustees, guardians, executors and administrators should sign in their official capacity
giving their full title as such. If a partnership, please sign in the partnership name by
authorized persons.
- ------------------------------------------------------------------------------------------------------------------------------------
FOLD AND DETACH HERE
PLEASE VOTE, SIGN, DATE AND RETURN THIS PROXY FORM PROMPTLY USING THE ENCLOSED ENVELOPE.
</TABLE>