<PAGE> 1
SCHEDULE 14A
(Rule 14a-101)
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>
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
</TABLE>
ACMAT 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)(1) 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:
------------------------------------------------------------------------
<PAGE> 2
ACMAT LOGO
233 MAIN STREET
NEW BRITAIN, CT 06050-2350
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS OF
ACMAT CORPORATION
TO BE HELD
JUNE 25, 1998
To the ACMAT Stockholders:
The Annual Meeting of Stockholders of ACMAT CORPORATION will be held at
ACMAT's headquarters, 233 Main Street, New Britain, CT, on June 25, 1998, at
11:00 A.M., for the following purposes:
1. To elect five directors for the ensuing year;
2. To approve the appointment of KPMG Peat Marwick LLP as auditors of the
books and accounts of the Company for the current fiscal year; and
3. To transact such other business as may properly come before the meeting.
Only stockholders of record at the close of business on April 23, 1998 will
be entitled to notice of and to vote at this meeting.
We hope that as many stockholders as possible will attend the Annual
Meeting in person. Management will be present to answer any questions you may
have with respect to the operations of the Company. We would appreciate it if
you would complete, date, sign and return the enclosed proxy. A self-addressed
envelope is enclosed for your convenience in returning the proxy to us.
/s/ Henry W. Nozko, Sr.
HENRY W. NOZKO, SR.
May 8, 1998 Chairman of the Board and President
<PAGE> 3
ACMAT CORPORATION
233 MAIN STREET, NEW BRITAIN, CT 06050-2350
(860) 229-9000
PROXY STATEMENT
The enclosed proxy is solicited by the Board of Directors of ACMAT
CORPORATION (sometimes referred to as "ACMAT", the "Company" or the
"Corporation") for use at the Annual Meeting of Stockholders of the Company to
be held on June 25, 1998, at 11:00 A.M., at ACMAT's headquarters, 233 Main
Street, New Britain, CT, for the purposes set forth in the accompanying Notice
of Annual Meeting. Any stockholder giving a proxy has the power to revoke it at
any time prior to its exercise by giving written notice of its revocation to the
Secretary of the Company, delivering a proxy bearing a later date or attending
the Annual Meeting and voting in person.
Outstanding Shares and Voting Rights
On April 30, 1998, there were outstanding 596,857 shares of Common Stock
and 2,684,773 shares of Class A Stock of the Company. Each share of Common Stock
is entitled to one vote and each share of Class A Stock is entitled to 1/10
vote. Only stockholders of record at the close of business on April 23, 1998
will be entitled to vote at the Annual Meeting. These proxy materials will be
mailed to stockholders on or about May 8, 1998.
Security Ownership of Certain Beneficial Owners and Management
As of April 30, 1998, no person was known to the Company to be the
beneficial owner of more than five percent of its outstanding shares of Common
Stock or Class A Stock except as set forth in the following table which also
shows, as of that date, the total number of shares of each class of stock of the
Company beneficially owned, and the percent of the outstanding class of stock so
owned, by each director, each nominee for director, and by all directors and
officers of the Company, as a group:
<TABLE>
<CAPTION>
PERCENTAGE PERCENTAGE
CLASS NUMBER OF SHARES OF CLASS OF TOTAL
BENEFICIAL OWNER OF STOCK BENEFICIALLY OWNED(1) OUTSTANDING VOTING POWER(16)
---------------- -------- --------------------- ----------- ----------------
<S> <C> <C> <C> <C>
Henry W. Nozko, Sr............ Common 444,000(2)(5) 68.64% 49.01%
Class A 76,200(2)(4) 2.76
Henry W. Nozko, Jr............ Common 189,274(2)(3)(5) 29.26 22.58
Class A 187,574(2)(3)(4) 6.80
Victoria C. Nozko............. Class A 42,000(6) 1.55 .48
John C. Creasy................ Common 3,300 .55 .59
Class A 18,453(7) .68
Michael J. Sullivan........... Class A 18,390(8) .68 .21
Sheet Metal Workers' National
Pension Fund................ Class A 1,500,000(9) 35.74 14.77
Franklin Resources, Inc....... Class A 495,000(10) 16.50 5.14
First Manhattan Co............ Class A 348,550(11) 12.92 4.03
Queensway Financial Holdings
Limited..................... Class A 311,000(12) 11.53 3.59
Investment Counselor of
Maryland, Inc............... Class A 190,000(13) 7.04 2.20
EQSF Advisors, Inc............ Class A 189,978(14) 7.04 2.20
U.S. Bancorp.................. Class A 179,800(15) 6.67 2.08
All Directors and Officers (7
persons) as a Group......... Common 636,574 91.35 68.49
Class A 404,232 13.80
</TABLE>
- ---------------
(1) The person listed has the sole power to vote the shares of Common Stock and
Class A Stock listed above as beneficially owned by such person and has
sole investment power with respect to such shares.
<PAGE> 4
(2) Does not include 14,260 shares of Common Stock nor 16,060 shares of Class A
Stock held of record by ACMAT's qualified Thrift, Profit Sharing &
Retirement Plan, of which Messrs. Nozko, Sr. and Nozko, Jr. are trustees.
Address is 233 Main Street, New Britain, Connecticut 06050-2350.
(3) Does not include 24,250 shares of Class A Stock and 5,500 shares of Common
Stock held by Mr. Nozko, Jr. as custodian for his minor children nor 1,900
shares of Class A Stock and 2,750 shares of Common Stock held by his wife,
Gloria C. Nozko.
(4) Includes options to purchase 61,000 shares of Class A Stock.
(5) Includes options to purchase 50,000 shares of Common Stock.
(6) Includes options to purchase 15,000 shares of Class A Stock.
(7) Includes options to purchase 16,500 shares of Class A Stock.
(8) Includes options to purchase 18,000 shares of Class A Stock.
(9) Assumes the full conversion of $16,500,000 principal amount of 11.5%
Convertible Note into 1,500,000 shares of Class A Stock. The Address of the
Fund is Suite 500, 601 North Fairfax Street, Alexandria, VA 22314.
(10) Address of Franklin Resources, Inc. is 777 Mariners Island Blvd. San Mateo,
CA 94404
(11) Address of First Manhattan Co. is 437 Madison Avenue, New York, NY 10022.
(12) Address of Queensway Financial Holdings Limited is 90 Adelaide Street West,
Toronto, Ontario M5H3V9.
(13) Address of Investment Counselor's of Maryland, Inc. is 803 Cathedral
Street,Baltimore, MD 21201.
(14) Address of EQSF Advisors, Inc. is 767 Third Avenue, New York, NY
10017-2023.
(15) Address of U.S. Bancorp is 601 2nd Avenue South, Minneapolis, MN
55402-4302.
(16) Based upon one vote for each share of Common Stock and one-tenth vote for
each share of Class A Stock.
1. ELECTION OF DIRECTORS
The first purpose of the meeting is to elect a Board of Directors, five in
number, for a term of one year and until their successors shall be elected and
qualify in their stead. It is the intention of the persons named in the proxy to
vote, unless otherwise instructed, the proxies for the election as directors of
the five nominees listed below. All of the nominees are presently directors of
the Company previously elected by stockholders. In the event that any nominee
should be unwilling or unable to serve as director (which is not now
anticipated) the persons named as proxies reserve full discretion to vote for
such other person as may be nominated by the Board of Directors.
2
<PAGE> 5
The following table shows for each director (a) his or her age, (b) the
year in which the director first served as a director of the Company, (c)
position with the Company and business experience during the past five years,
including principal occupation, (d) his or her committee assignments, and (e)
his or her other directorships. Each director is elected for a term of one year
and until his or her successor shall be elected.
<TABLE>
<CAPTION>
DIRECTOR POSITION WITH THE COMPANY AND BUSINESS EXPERIENCE DURING
NAME AGE SINCE LAST FIVE YEARS, INCLUDING OCCUPATION
---- --- -------- --------------------------------------------------------
<S> <C> <C> <C>
Henry W. Nozko, Sr.(1)...... 78 1951 Chairman of the Board, President and Chief Executive
Officer of the Company. Chairman of the Board and
Director of United Coastal Insurance Company, ACSTAR
Holdings, Inc. and ACSTAR Insurance Company. Co-Chief
Executive Officer of United Coastal Insurance Company.
Henry W. Nozko, Jr.(1)...... 51 1971 Executive Vice President, Chief Operating Officer, and
Treasurer of the Company. Member of the Audit Committee.
President, Co-Chief Executive Officer and Treasurer of
United Coastal Insurance Company. President and
Treasurer of ACSTAR Holdings, Inc. and ACSTAR Insurance
Company. Member, Boards of Directors of United Coastal
Insurance Company, ACSTAR Holdings, Inc. and ACSTAR
Insurance Company.
Victoria C. Nozko(1)........ 79 1982 Housewife during past five years. Member of the Audit
Committee.
John C. Creasy.............. 78 1987 Retired Chief Executive Officer of Danbury Hospital,
Member, Board of United Coastal Insurance Company.
Member of the Compensation Committee and Audit
Committee.
Michael J. Sullivan......... 53 1993 General Secretary-Treasurer of Sheet Metal Workers'
International Association.
</TABLE>
- ---------------
(1) Mr. Henry W. Nozko, Sr. and Mrs. Victoria C. Nozko are husband and wife and
Mr. Henry W. Nozko, Jr. is their son.
Committees and Meetings
The Board of Directors of the Company held 4 meetings during 1997. The
Company has two committees of its Board of Directors -- a Compensation Committee
and an Audit Committee. During 1997 only the Compensation Committee held a
meeting. The Audit Committee considers and reviews all matters arising in
connection with external audit reports, auditors' management reports and related
matters. These matters were discussed by the full Board of Directors throughout
the year. The Compensation Committee reviews the compensation of all officers of
the Company. The Company does not have a nominating committee.
3
<PAGE> 6
REMUNERATION OF OFFICERS AND DIRECTORS
The following table provides certain summary information regarding
compensation of the Company's Chief Executive Officer and each of the four most
highly compensated executive officers of the Company for the periods indicated.
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION(B)
ANNUAL --------------- ALL
COMPENSATION(A) OTHER
--------------- CLASS A COMMON COMPEN-
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS OPTIONS OPTIONS SATION(C)
--------------------------- ---- ------ ----- ------- ------- ---------
<S> <C> <C> <C> <C> <C> <C>
Henry W. Nozko, Sr. ............ 1997 $430,000 $ 86,000 -- -- $10,591
Chairman, President 1996 $428,292 $172,000 -- -- $10,345
and Chief Executive Officer 1995 $407,875 $184,275 46,000 -- $ 9,876
Henry W. Nozko, Jr. ............ 1997 $310,000 $ 62,000 -- -- $10,488
Executive Vice President and 1996 $334,500 $124,000 -- -- $10,238
Chief Operating Officer 1995 $292,833 $132,300 26,000 -- $ 9,774
Robert H. Frazer, Esq........... 1997 $165,000 $ 33,000 -- -- $10,450
Vice President, Secretary and 1996 $164,375 $ 49,500 -- -- $10,198
General Counsel 1995 $156,875 $ 70,875 -- -- $ 9,736
Michael P. Cifone............... 1997 $110,000 $ 22,000 -- -- $ 9,253
Vice President-Finance 1996 $109,583 $ 33,000 -- -- $10,090
1995 $104,583 $ 47,250 -- -- $ 9,608
</TABLE>
- ---------------
(A) Amounts shown include cash compensation earned and received by the executive
officers. There are no other forms of non-cash compensation or other
perquisites for any executive officer.
The Company has a Management Compensation Plan based upon earnings of the
Company. As a guideline, the plan provides that participants may share in an
incentive fund equal to 12% of pretax earnings, provided such pretax
earnings amount to at least a 10% return on the Company's equity. However,
both the participants and the amount of bonus are discretionary, provided
the total amount of bonuses paid do not exceed the total incentive fund
available. In addition, the Company may offer separate incentives and
commissions on an individual basis.
(B) Options were granted for ACMAT Class A Stock.
(C) The amounts shown in this column represent contributions made by the Company
to the Company's Thrift, Profit Sharing and Retirement Plan ("Plan"). The
Plan provides that all nonunion employees employed on a full time or part
time salaried basis are eligible to participate on the first day of January
or July after twelve consecutive months of employment. The Company
contributes amounts, as determined by the Board of Directors, to be
allocated among the participants according to a formula based upon the
employee's years of service and compensation. A participant becomes vested
at the rate of 20% per year commencing after two years of service.
Directors who are not employees of the Company are paid an annual fee of
$4,000.
EMPLOYMENT ARRANGEMENT:
The Board of Directors has authorized an arrangement under which Mr. Henry
W. Nozko, Sr., Chairman, President and Chief Executive Officer, will receive a
five-year consulting agreement if and when he retires or otherwise ceases
employment. The annual consulting fee will be based on Mr. Nozko's last year of
employment. In the event of Mr. Nozko's death, the remainder of the consulting
fee would be paid as a death benefit funded with the proceeds of life insurance
policies owned by the Company.
4
<PAGE> 7
The following table provides information on options exercised during 1997
by the named Executive Officers and the value of their unexercised options at
December 31, 1997. No options were granted in 1997.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND
FISCAL YEAR END 1997 OPTION VALUES
<TABLE>
<CAPTION>
NUMBER OF VALUE OF UNEXERCISED
SHARES UNEXERCISED IN-THE-MONEY
ACQUIRED VALUE OPTIONS AT OPTIONS
NAME ON EXERCISE REALIZED 12/31/97(1) AT 12/31/97(2)
---- ----------- -------- ----------- --------------------
<S> <C> <C> <C> <C>
Henry W. Nozko, Sr.
-- ACMAT Class A Stock Options....... -- -- 61,000 $380,500
-- ACMAT Common Stock Options........ -- -- 50,000 $512,500
Henry W. Nozko, Jr.
-- ACMAT Class A Stock Options....... 20,000 $195,000 61,000 $490,500
-- ACMAT Common Stock Options........ -- -- 50,000 $512,500
Robert H. Frazer
-- ACMAT Class A Stock Options....... 30,000 $293,438 50,000 $462,500
Michael P. Cifone
-- ACMAT Class A Stock Options....... 35,000 $277,500 10,000 $ 85,000
</TABLE>
- ---------------
(1) Represents the number of options held at year end. All options were
exercisable at December 31, 1997.
(2) Represents the total gain which would have been realized if all options for
which the year-end stock price was greater than the exercise price were
exercised on the last day of the year.
REPORT OF THE BOARD OF DIRECTORS COMPENSATION COMMITTEE
The Compensation Committee of the Board of Directors is composed of a
non-employee director. The Committee makes recommendations to the Board of
Directors as to policies which govern both annual compensation and stock
ownership programs for the Chief Executive Officer and certain other executive
officers. Each year, salaries are determined and awards are made, if warranted,
under the Management Compensation Plan.
The Committee annually evaluates the Company's performance, executive
compensation and incentive programs compared with our industry and with a
broader group of companies.
The Company's compensation programs are designed to reward executives for
long-term strategic management and the enhancement of shareholder value, and are
leveraged on the basis of performance in terms of both cash compensation and
incentive plans, paying more with good performance and less when it is below
standard. The Chief Executive Officer and other executive officers did not
receive salary increases during 1997. There were awards made under the
Management Compensation Plan based on the Company's performance.
During 1998, the Compensation Committee will continue to carefully consider
executive compensation in relation to the Company's performance compared to that
of industry performance levels.
The Company has no formal employment agreements.
COMPENSATION COMMITTEE:
John Creasy
5
<PAGE> 8
ACMAT STOCK PERFORMANCE GRAPH
The following chart compares the value of $100 invested on January 1, 1993
in the Company's Common Stock and Class A Stock and the NASDAQ Stock Market
Index (U.S. Companies only) and the Center for Research in Security Prices
(CRSP) Index for Special Trade Contractors. The NASDAQ Stock Market Index
represents a broad market group in which the Company participates.
[GRAPH]
6
<PAGE> 9
2. APPOINTMENT OF INDEPENDENT AUDITORS
The Board of Directors has selected the firm of KPMG Peat Marwick LLP to
act as independent auditors for the Company for the fiscal year which began
January 1, 1998. This firm has acted in a similar capacity for several years.
The appointment will be submitted for approval by the stockholders at the
meeting and the Board of Directors recommends a vote FOR approval.
The Company has been advised by KPMG Peat Marwick LLP that no member of
that firm has any direct financial interest or any material indirect financial
interest in the Company and that it has never had any connection with the
Company in the capacity of promoter, underwriter, voting trustee, director or
employee.
Representatives of KPMG Peat Marwick LLP will be present at the meeting and
will be afforded the opportunity to make a statement if they desire to do so.
Such representatives will be available to respond to questions from the
Company's stockholders regarding the Company's financial statements.
SHAREHOLDER PROPOSALS
Proposals of stockholders for the 1999 Annual Meeting must be received by
the Company at its offices addressed to its Secretary no later than April 1,
1999 to be considered for inclusion in the proxy statement and form of proxy
relating to the 1999 Annual Meeting.
GENERAL
The cost of soliciting proxies will be borne by the Company. The only costs
anticipated are those ordinarily incurred in connection with the preparation and
mailing of proxy material.
In addition to solicitation by mail, proxies may be solicited personally or
by telephone by certain directors, officers and regular employees of the Company
in the ordinary course of the performance of their duties and without extra
compensation for such work.
The Board of Directors knows of no other matters which will be presented to
the meeting, but if any other matters should properly come before the meeting,
the persons named in the accompanying form of proxy will vote on such matters in
accordance with their best judgment. The shares represented by all effective
proxies received by management will be voted. Unless otherwise specified in the
proxy forms which are returned to management, such proxies will be voted as
follows: (1) "FOR" the election, as directors, of the five nominees of the Board
of Directors which are set forth under the heading "Election of Directors"; and
(2) "FOR" the approval of the selection of KPMG Peat Marwick LLP as auditors.
By order of the Board of Directors
/s/ Robert H. Frazer
ROBERT H. FRAZER
Secretary
May 8, 1998
7
<PAGE> 10
CLASS A STOCK
ACMAT CORPORATION
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
PROXY FOR THE ANNUAL MEETING OF SHAREHOLDERS JUNE 25, 1998
The undersigned hereby appoints Henry W. Nozko, Sr. and Henry W. Nozko,
Jr., as proxies each with the power to appoint his substitute, and hereby
authorizes them to represent and to vote, as designated on the reverse side of
this proxy, all the shares of Class A Stock of ACMAT Corporation held of record
by the undersigned on April 23, 1998 at the Annual Meeting of Shareholders to
be held on June 25, 1998, or any adjournment thereof.
(TO BE SIGNED ON REVERSE SIDE)
SEE REVERSE
SIDE
<PAGE> 11
- PLEASE DETACH AND MAIL IN THE ENVELOPE PROVIDED -
A PLEASE MARK YOUR
/ X / VOTES AS IN THIS
EXAMPLE.
<TABLE>
<CAPTION>
WITHHOLD Authority
FOR to vote for
all nominees all nominees FOR AGAINST ABSTAIN
<S> <C> <C> <C> <C> <C> <C> <C>
Nominees: H. Nozko, Sr. 2. Proposal to approve the appointment
1. Election of H. Nozko, Jr. of KPMG Peat Marwick LLP as auditors / / / / / /
Directors. / / / / V. Nozko of the Corporation
J. Creasy
M. Sullivan 3. In their discretion, the proxies are authorized to vote
upon other business as may properly come before the
INSTRUCTIONS: TO WITHHOLD AUTHORITY TO VOTE FOR meeting.
ANY INDIVIDUAL NOMINEE(S), DO NOT CHECK EITHER BOX
AND INSTEAD WRITE THAT NOMINEE'S NAME(S) IN THE THIS PROXY, WHEN PROPERLY EXECUTED WILL BE VOTED IN THE
SPACE PROVIDED BELOW MANNER DIRECTED HEREIN BY THE UNDERSIGNED STOCKHOLDER.
IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR
PROPOSALS 1 AND 2.
- ----------------------------------------------------
PLEASE MARK, SIGN AND RETURN THE PROXY FORM PROMPTLY
USING THE ENCLOSED ENVELOPE.
</TABLE>
SIGNATURE(S): Date:
------------------------------------ ------------------------
NOTE: Please sign exactly as name appears hereon. When shares are held by joint
tenants, both should sign. When signing as an Attorney, Executor,
Administrator, Trustee or Guardian, please give full title as such. If a
Corporation, please sign in full corporate name by President or other
authorized Officer. If a partnership, please sign in partnership name by
authorized person.
<PAGE> 12
COMMON STOCK
ACMAT CORPORATION
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
PROXY FOR THE ANNUAL MEETING OF SHAREHOLDERS JUNE 25, 1998
The undersigned hereby appoints Henry W. Nozko, Sr. and Henry W. Nozko,
Jr., as proxies each with the power to appoint his substitute, and hereby
authorizes them to represent and to vote, as designated on the reverse side of
this proxy, all the shares of Common Stock of ACMAT Corporation held of record
by the undersigned on April 23, 1998 at the Annual Meeting of Shareholders to
be held on June 25, 1998, or any adjournment thereof.
(TO BE SIGNED ON REVERSE SIDE)
SEE REVERSE
SIDE
<PAGE> 13
- PLEASE DETACH AND MAIL IN THE ENVELOPE PROVIDED -
A PLEASE MARK YOUR
/ X / VOTES AS IN THIS
EXAMPLE.
<TABLE>
<CAPTION>
WITHHOLD Authority
FOR to vote for
all nominees all nominees FOR AGAINST ABSTAIN
<S> <C> <C> <C> <C> <C> <C> <C>
Nominees: H. Nozko, Sr. 2. Proposal to approve the appointment
1. Election of H. Nozko, Jr. of KPMG Peat Marwick LLP as auditors / / / / / /
Directors. / / / / V. Nozko of the Corporation
J. Creasy
M. Sullivan 3. In their discretion, the proxies are authorized to vote
upon other business as may properly come before the
INSTRUCTIONS: TO WITHHOLD AUTHORITY TO VOTE FOR meeting.
ANY INDIVIDUAL NOMINEE(S), DO NOT CHECK EITHER BOX
AND INSTEAD WRITE THAT NOMINEE'S NAME(S) IN THE THIS PROXY, WHEN PROPERLY EXECUTED WILL BE VOTED IN THE
SPACE PROVIDED BELOW MANNER DIRECTED HEREIN BY THE UNDERSIGNED STOCKHOLDER.
IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR
PROPOSALS 1 AND 2.
- ----------------------------------------------------
PLEASE MARK, SIGN AND RETURN THE PROXY FORM PROMPTLY
USING THE ENCLOSED ENVELOPE.
</TABLE>
SIGNATURE(S): Date:
------------------------------------ ------------------------
NOTE: Please sign exactly as name appears hereon. When shares are held by joint
tenants, both should sign. When signing as an Attorney, Executor,
Administrator, Trustee or Guardian, please give full title as such. If a
Corporation, please sign in full corporate name by President or other
authorized Officer. If a partnership, please sign in partnership name by
authorized person.
