SCHEDULE 14A
(RULE 14A-101)
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:
[ X ] Preliminary proxy statement
[ ] Definitive proxy statement
[ ] Definitive additional materials
[ ] Soliciting material pursuant to Rule 14a-11(c) or Rule
14a-12
CT COMMUNICATIONS, INC.
- - - -----------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
CT COMMUNICATIONS, INC.
- - - -----------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)
Payment of filing fee (Check the appropriate box):
[ X ] $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1),
or 14a-6(j)(2).
[ ] $500 per each party to the controversy pursuant to
Exchange Act Rule 14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-
6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction
applies:
_________________________________________________________________
(2) Aggregate number of securities to which transactions
applies:
_________________________________________________________________
(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 [1]: (FOOTNOTE [1]:
Set forth the amount on which the filing fee is calculated and
state how it was determined.)
_________________________________________________________________
(4) Proposed maximum aggregate value of transaction:
_________________________________________________________________
[ ] Check box if any part of the fee is offset as provided
by Exchange Act Rule 0-11(a)(2) and identify the filing
for which the offsetting fee was paid previously.
Identify the previous filing by registration statement
number, or the form or schedule and the date of its
filing.
(1) Amount previously paid:
_________________________________________________________________
(2) Form, schedule or registration statement no.:
_________________________________________________________________
(3) Filing party:
_________________________________________________________________
(4) Date filed:
_________________________________________________________________
CT COMMUNICATIONS, INC.
68 Cabarrus Avenue East
Concord, North Carolina 28025
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
to be held on April 25, 1996
TO THE SHAREHOLDERS:
The Annual Meeting of Shareholders of CT Communications,
Inc. (the "Corporation") will be held at the Corporation's Main
Office Building, located at 68 Cabarrus Avenue East in Concord,
North Carolina, on Thursday, April 25, 1996, at 9:00 a.m., for
the following purposes:
1. To elect seven directors for terms expiring in 1997;
2. To consider and vote upon a proposal to approve the
adoption of the Corporation's 1996 Director
Compensation Plan;
3. To consider and vote upon a proposal to amend the
Corporation's Articles of Incorporation to increase the
number of shares of Voting Common Stock authorized for
issuance from 100,000 to 3,000,000, and to increase the
number of shares of Class B Nonvoting Common Stock
authorized for issuance from 700,000 to 15,000,000; and
4. To transact such other business as may properly come
before the meeting or any adjournment or adjournments
thereof.
Pursuant to the provisions of the North Carolina Business
Corporation Act, all of the holders of the Corporation's Voting
Common Stock and Class B Nonvoting Common Stock are entitled to
notice of the Annual Meeting. Holders of the Class B Nonvoting
Common Stock are entitled to vote ONLY with regard to the
proposed amendment to the Corporation's Articles of Incorporation
to increase the number of shares of Voting Common Stock and the
number of shares of Class B Nonvoting Common Stock authorized for
issuance. Holders of Voting Common Stock are entitled to vote
with regard to the election of directors, the approval of the
Corporation's 1996 Director Compensation Plan and the approval of
the proposed amendment to the Corporation's Articles of
Incorporation.
March 1, 1996 has been fixed as the record date for the
determination of shareholders entitled to notice of and, as
applicable, to vote at such Annual Meeting and, accordingly, only
holders of Voting Common Stock and Class B Nonvoting Common Stock
of record at the close of business on that date will be entitled
to notice of and to vote at such meeting and at any adjournment
or adjournments thereof.
You are cordially invited to attend the meeting. Whether or
not you plan to attend, please sign, date and return the
accompanying proxy promptly so that your shares may be
represented and voted at the meeting. A return envelope is
enclosed for your convenience.
By order of the Board of Directors
Barry R. Rubens
March 14, 1996 Secretary
CT COMMUNICATIONS, INC.
68 Cabarrus Avenue East
Concord, North Carolina 28025
______________________________
PROXY STATEMENT
______________________________
1996 Annual Meeting of Shareholders
to be held on April 25, 1996
This proxy statement, first mailed or delivered to holders
of the Corporation's Class B Nonvoting Common Stock (the "Class B
Common Stock") on or about March 14, 1996, is furnished in
connection with the solicitation by the Board of Directors of CT
Communications, Inc. (the "Corporation") of proxies for the
Annual Meeting of Shareholders of the Corporation to be held on
April 25, 1996 at 9:00 a.m. at the Corporation's Main Office
Building, located at 68 Cabarrus Avenue East in Concord, North
Carolina, and at any adjournment or adjournments thereof (the
"Annual Meeting"). The principal executive offices of the
Corporation are located at 68 Cabarrus Avenue East, Concord,
North Carolina 28025. The Corporation's telephone number is
(704) 782-7000. The Corporation owns all of the outstanding
capital stock of The Concord Telephone Company, Concord Telephone
Long Distance Company, CT Cellular, Inc., Carolina Personal
Communications, Inc. and CT Wireless Cable, Inc.
The accompanying form of proxy is for use at the Annual
Meeting by holders of the Class B Common Stock if such
shareholders either will be unable to attend in person or will
attend but wishes to vote by proxy. The proxy may be revoked in
writing by the person giving it at any time before it is
exercised by notice to the Secretary of the Corporation or by
submitting a proxy having a later date, or it may be revoked by
such person appearing at the Annual Meeting and electing to vote
in person.
The following matters will be considered at the Annual
Meeting, and each matter may be voted on by the holders of the
Corporation's Voting Common Stock (the "Class A Common Stock"):
(i) electing seven directors of the Corporation for terms
expiring in 1997, (ii) approving the Corporation's 1996 Director
Compensation Plan, (iii) approving an amendment to the
Corporation's Articles of Incorporation to increase the number of
shares of Class A Common Stock authorized for issuance from
100,000 to 3,000,000, and increase the number of shares of Class
B Nonvoting Common Stock authorized for issuance from 700,000 to
15,000,000, and (iv) such other business matters as may properly
come before the Annual Meeting or any adjournment or adjournments
thereof.
HOLDERS OF THE CLASS B COMMON STOCK ARE ENTITLED TO VOTE
ONLY WITH REGARD TO THE PROPOSED AMENDMENT TO THE CORPORATION'S
ARTICLES OF INCORPORATION TO INCREASE THE NUMBER OF CLASS A
COMMON STOCK AND CLASS B COMMON STOCK AUTHORIZED FOR ISSUANCE.
Holders of Class B Common Stock are not entitled to vote with
regard to the election of directors, the approval of the
Corporation's 1996 Director Compensation Plan or such other
business matters as may come before the Annual Meeting. All
shares of the Class B Common Stock represented by valid proxies
(the "Class B Proxies") received pursuant to this solicitation,
and not revoked before they are exercised, will be voted in the
manner specified therein. Where specifications are not made,
Class B Proxies will be voted in favor of the proposed amendment
to the Corporation's Articles of Incorporation to increase the
number of Class A Common Stock and Class B Common Stock
authorized for issuance.
The entire cost of soliciting these proxies will be borne by
the Corporation. In following up the original solicitation of
the proxies by mail, the Corporation will request brokers and
others, if any, to send proxies and proxy material to the
beneficial owners of the Common Stock and will reimburse them for
their expenses in so doing. If necessary, the Corporation may
also use one or more of its regular employees, who will not be
specially compensated therefor, to solicit proxies from the
shareholders, either in person, by telephone or by mail.
Pursuant to the provisions of the North Carolina Business
Corporation Act, as amended (the "Business Corporation Act"),
March 1, 1996 has been fixed as the record date in connection
with the Annual Meeting and, accordingly, only holders of the
______ outstanding shares of Class A Common Stock and the _______
outstanding shares of Class B Common Stock of record at the close
of business on that date will be entitled to notice of and to
vote at the Annual Meeting (subject to the Class B Common Stock
voting restrictions set forth herein). Each share of Class A
Common Stock is entitled to one vote on each of the matters to be
voted upon at the Annual Meeting. Each share of Class B Common
Stock is entitled to one vote on the proposal to amend the
Corporation's Articles of Incorporation to increase the number of
Class A Common Stock and Class B Common Stock authorized for
issuance. Shares of Class B Common Stock will NOT be entitled to
vote upon any other matters to be voted upon at the Annual
Meeting.
PRINCIPAL SHAREHOLDERS
The following table sets forth each shareholder known to the
Corporation to beneficially own more than 5% of the outstanding
shares of the Class A Common Stock and the Class B Common Stock
as of January 31, 1995. In addition to the Class A Common Stock
and the Class B Common Stock, the Corporation has outstanding a
class of 4 1/2% Preferred Stock (2,000 shares outstanding) and 5%
Preferred Stock (15,087 shares outstanding).
SHARES
BENEFICIALLY OWNED (1)
------------------------
PERCENT OF
NAME AND ADDRESS NUMBER CLASS
----------------------------- ---------- ----------
A) CLASS A COMMON STOCK
-----------------------------
L. D. Coltrane III
P.O. Box 227
Concord, North Carolina 28026 10,000 13.2%
Betty Gay Bivens
400 Avinger Lane
Davidson, North Carolina 28036 9,658 12.8
Michael R. Coltrane
P.O. Box 227
Concord, North Carolina 28026 9,726 (2) 12.9
Mariam C. Schramm
400 Avinger Lane
Davidson, North Carolina 28036 5,175 6.8
World Div. Bd.
of Global Ministries
United Methodist Church
475 Riverside Drive
15th Floor
New York, New York 10027 5,032 6.6
Ramark & Co.
Nominee Name of First Charter
National Bank Trust Dept.
P.O. Box 228
Concord, North Carolina 28026 6,911 9.1
B) CLASS B COMMON STOCK
-----------------------------
Mariam C. Schramm
400 Avinger Lane
Davidson, North Carolina 28036 24,363 5.8
__________________
(1) Unless otherwise noted, all shares of Common Stock set forth
in the table are directly owned, with sole voting and
investment power, by such shareholder. The Corporation has
obtained certain of the information from schedules filed
with the Securities and Exchange Commission pursuant to
Section 13(d) or 13(g) of the Securities Exchange Act of
1934, as amended.
(2) Includes 5,831 shares held by trusts for which Mr. Coltrane
is a co-trustee with Phylis C. Ausband, his sister, with
whom he shares voting and investment power.
MANAGEMENT OWNERSHIP OF COMMON STOCK
The following table presents information regarding the
beneficial ownership of the Class A Common Stock and Class B
Common Stock as of January 31, 1996 of (i) all current directors
and nominees for director, (ii) the chief executive officer of
the Corporation and such other executive officers of the
Corporation whose compensation exceeded $100,000 in 1995 and
(iii) all directors, nominees for director and executive officers
as a group.
SHARES
BENEFICIALLY OWNED (1)
----------------------
TITLE OF PERCENT OF
NAME AND ADDRESS (1) CLASS NUMBER CLASS
- - - ----------------------------- ------------ ---------- ----------
a) Class A Common Stock
L. D. Coltrane Common Voting 10,000 13.2%
Betty Gay Bivens Common Voting 9,658 12.8%
Michael R. Coltrane Common Voting 9,726(2) 12.9%
Phil W. Widenhouse Common Voting 736 1.0%
Jerry H. McClellan Common Voting 51 *
Kenneth R. Argo Common Voting 13 *
John R. Boger Common Voting 10 *
Ben F. Mynatt Common Voting 6 *
Roy W. Long Common Voting 2 *
Barry R. Rubens Common Voting 6 *
Nicholas L. Kottyan Common Voting 5 *
Thomas A. Norman Common Voting 5 *
b) Class B Common Stock
Michael R. Coltrane Non-Voting 7,131(3) 1.7%
Betty Gay Bivens Non-Voting 2,600 *
Phil W. Widenhouse Non-Voting 2,654 *
Jerry H. McClellan Non-Voting 589 *
Kenneth R. Argo Non-Voting 795 *
Ben F. Mynatt Non-Voting 430 *
Roy W. Long Non-Voting 116 *
John R. Boger Non-Voting 73 *
Barry R. Rubens Non-Voting 104 *
L. D. Coltrane III Non-Voting 282 *
Nicholas L. Kottyan Non-Voting 120 *
Thomas A. Norman Non-Voting 123 *
All directors, nominees
and executive officers
of the Corporation as
a group (13 persons)(4)
a) Class A Common Stock Voting Common 35,393(4) 46.8%
b) Class B Common Stock Non-Voting 39,380(4) 9.4%
_______________
*Less than 1%.
(1) Unless otherwise noted, all shares of Common Stock set forth
in the table are directly owned, with sole voting and
investment power, by such shareholders.
(2) Includes 5,831 shares held by trusts for which Mr. Coltrane
is a co-trustee with Phylis C. Ausband, his sister, with
whom he shares voting and investment power.
(3) Includes 6,249 shares held by trusts for which Mr. Coltrane
is a co-trustee with Phyllis C. Ausband, his sister, with
whom he shares voting and investment power.
(4) Total beneficial ownership figures include shares of Class A
Common Stock and Class B Common Stock beneficially owned by
Mariam C. Schramm, Director Emeritus and Vice President of
the Corporation. Ms. Schramm is the beneficial owner of
5,175 (6.8%) shares of Class A Common Stock and 24,363
(5.8%) shares of Class B Common Stock.
Pursuant to Section 16 ("Section 16") of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), directors
and officers of the Corporation are required to file reports with
the Securities and Exchange Commission indicating their holdings
of and transactions in the Common Stock. The Corporation is
aware of one late filing on Form 4, promulgated under Section 16,
by each of Messrs. Kottyan, Rubens and Norman with regard to
beneficial ownership of shares as a result of a grant of
Incentive Stock Options to each of these officers during the
fourth quarter of fiscal 1995. To the Corporation's knowledge,
based solely on its review of the copies of such reports
furnished to the Corporation and written representations that no
other reports were required, insiders of the Corporation complied
with all other filing requirements.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Corporation may from time to time have short-term loans
outstanding with First Charter National Bank of Concord, North
Carolina, a wholly owned subsidiary of First Charter Corporation.
With respect to First Charter National Bank, L.D. Coltrane, III
is a member of the Advisory Board and a shareholder and Michael
R. Coltrane is a Director. As of December 31, 1995, the
Corporation had no outstanding loans with First Charter National
Bank.
First Charter National Bank is the Trustee of the Employees
Stock Ownership Plan, the Employees Savings Plus Plan and the
Employees Pension Plan of The Concord Telephone Company. A fee
of $81,785 was paid to the First Charter National Bank for such
services in 1995.
The Corporation has an available line of credit totaling
$3,500,000 at First Charter National Bank. None of this amount
is outstanding at December 31, 1995 and none was used during
1995.
APPROVAL OF AMENDMENT TO CORPORATION'S
ARTICLES OF INCORPORATION
GENERAL
The Board has approved and recommends that the shareholders
approve an amendment to Article 2 of the Corporation's Articles
of Incorporation that would increase the number of shares of
Class A Common Stock authorized for issuance from 100,000 to
3,000,000 and the number of shares of Class B Common Stock
authorized for issuance from 700,000 to 15,000,000 (the
"Amendment"). The Amendment will not increase or otherwise
affect the number of authorized shares of preferred stock that
may be issued by the Corporation. The provisions of Article 2 of
the Corporation's Articles of Incorporation, as proposed to be
amended by the Amendment, are set forth in Exhibit A to this
Proxy Statement.
As of the Record Date, ______ shares of Class A Common Stock
and _______ shares of Class B Common Stock were issued and
outstanding, and an additional 4,550 shares of Class B Common
Stock were reserved for issuance under the Corporation's stock
option plans. Further, if the proposed Director Compensation
Plan is adopted by the holders of Class A Common Stock at the
Annual Meeting, an additional __________ shares of Class B Common
Stock will be reserved for issuance thereunder. Therefore, as of
the Record Date, there were a total of _______ shares of Class B
Common Stock (not including the additional __________ shares of
Class B Common Stock to be reserved if the Director Compensation
Plan is approved) either issued and outstanding or reserved for
issuance out of 700,000 authorized shares of Class B Common
Stock, leaving _______ shares of Class B Common Stock remaining
available for subsequent issuance or reservation. Similarly, as
of the Record Date, ______ shares of Class A Common Stock remain
available for subsequent issuance.
The Board believes that the increased number of authorized
shares of Class A Common Stock and Class B Common Stock
contemplated by the Amendment is desirable to make additional
unreserved shares of common stock available for issuance or
reservation without further shareholder authorization, except as
may be required by law. The Amendment will not affect materially
any substantive rights, powers or privileges of holders of shares
of Class A Common Stock or Class B Common Stock.
The Board believes that having such additional shares
authorized and available for issuance or reservation will provide
the Corporation greater flexibility in considering potential
future actions involving the issuance of stock. The Corporation
has from time to time paid dividends of its Class A Common Stock
and Class B Common Stock. Such payments are within the
discretion of the Board of Directors, as circumstances warrant.
The Board of Directors may consider such a payment in the future,
although it has taken no action in that regard. In addition,
such shares may be used for general corporate purposes, including
but not limited to the reservation of shares of common stock in
connection with the Corporation's stock benefit plans. The
Corporation has no other plans or other existing or proposed
agreements or understandings to issue, or reserve for future
issuance, any of the additional shares of Class A or Class B
Common Stock that would be authorized by the Amendment.
As a result of their beneficial ownership of approximately
46.8% of the voting power of the Class A Common Stock and 9.4% of
the voting power of the Class B Common Stock, the Corporation's
directors and executive officers as a group may be deemed to
control, or share in control, of the Corporation. Therefore, the
Corporation does not view the Amendment as part of an "anti-
takeover" strategy. The Amendment is not being advanced as a
result of any known effort to accumulate Class A Common Stock or
Class B Common Stock or to obtain control of the Corporation.
See "Stock Ownership of Management and Others."
Pursuant to the Business Corporation Act and the
Corporation's Articles of Incorporation, holders of shares of
Class A Common Stock and Class B Common Stock do not have a
preemptive right to acquire the Corporation's unissued shares.
VOTE REQUIRED
For the Amendment to be approved, the following votes must
be obtained: (i) the affirmative vote of a majority of the votes
entitled to be cast at the Annual Meeting by the holders of the
Class A Common Stock, voting separately as a class; and (ii) the
affirmative vote of a majority of the votes entitled to be cast
at the Annual Meeting by the holders of the Class B Common Stock,
voting separately as a class. Any votes represented by Class A
Common Stock or Class B Common Stock not cast at the Annual
Meeting (whether by broker nonvotes, abstentions or otherwise)
will be treated as votes against the Amendment. As of the Record
Date, the Corporation's directors and executive officers as a
group beneficially owned approximately 9.4% of the voting power
of Class B Common Stock and 46.8% of the voting power of the
Class A Common Stock. See "Management Ownership of Common
Stock."
THE BOARD UNANIMOUSLY RECOMMENDS THAT THE CORPORATION'S
SHAREHOLDERS VOTE FOR APPROVAL OF THE AMENDMENT.
SHAREHOLDER PROPOSALS FOR CONSIDERATION
AT THE 1997 ANNUAL MEETING
Written shareholder proposals for consideration for the 1997
Annual Meeting of Shareholders should be addressed to the
Corporate Secretary, 68 Cabarrus Avenue East, Concord, North
Carolina 28025, and received by the Corporation no later than
November 15, 1996.
FORM 10-K
COPIES OF THE CORPORATION'S ANNUAL REPORT ON FORM 10-K FOR
THE YEAR ENDED DECEMBER 31, 1995, AS FILED WITH THE SECURITIES
AND EXCHANGE COMMISSION, EXCLUDING EXHIBITS, ARE AVAILABLE
WITHOUT CHARGE UPON WRITTEN REQUEST TO CT COMMUNICATIONS, INC.,
68 CABARRUS AVENUE EAST, CONCORD, NORTH CAROLINA 28025,
ATTENTION: RICHARD M. MORRISON, REVENUE ACCOUNTING MANAGER.
COPIES OF EXHIBITS ARE AVAILABLE UPON PAYMENT OF $25.00 TO COVER
THE COSTS OF REPRODUCTION.
OTHER BUSINESS
The Board of Directors knows of no other matter to come
before the meeting. However, if any other matter requiring a
vote of the shareholders should arise, it is the intention of the
persons named in the enclosed proxy to vote such proxy in
accordance with their best judgment.
By Order of the Board of Directors
Barry R. Rubens
Secretary
DATED: March 14, 1996
<PAGE>
EXHIBIT A
PROPOSED AMENDMENT TO THE
ARTICLES OF INCORPORATION
Article 2 of the Corporation's Articles of Incorporation, as
it is proposed to be amended, is set forth below in its entirety:
"2. The aggregate number of shares which the Corporation
shall have authority to issue is Eighteen Million Nineteen
Thousand (18,019,000) shares of capital stock, which shall be
classified and bear designations as follows:
(a) Three Million (3,000,000) shares of common stock
designated as Voting Common Stock.
(b) Fifteen Million (15,000,000) shares of common
stock designated as Class B Nonvoting Common Stock. These
shares shall be in all respects the same as the Voting
Common Stock except that the share shall not be entitled to
vote.
(c) Two Thousand (2,000) shares of preferred stock
designated as Four and One-half Percent Preferred Stock.
(d) Seventeen Thousand (17,000) shares of preferred
stock designated as Five Percent Preferred Stock."
CLASS B NONVOTING COMMON STOCK PROXY
THIS PROXY IS SOLICITED ON BEHALF
OF THE BOARD OF DIRECTORS OF
CT COMMUNICATIONS, INC.
Annual Meeting of Shareholders, April 25, 1996
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
shareholder of CT Communications, Inc., a North Carolina
corporation (the "Corporation"), hereby constitutes and appoints
L.D. Coltrane, III and Phil W. Widenhouse attorneys and proxies
with full power of substitution, for and on behalf of the
undersigned to act and vote as indicated below, according to the
number of shares of the Corporation's Class B Nonvoting Common
Stock held of record by the undersigned on March 1, 1996, and as
fully as the undersigned would be entitled to act and vote if
personally present at the Annual Meeting of Shareholders to be
held at the Corporation's Main Office Building, 68 Cabarrus
Avenue East, Concord, North Carolina at 9:00 a.m., April 25,
1996, and any adjournment or adjournments thereof (the "Annual
Meeting"), as follows:
(1) APPROVAL TO AMEND THE CORPORATION'S ARTICLES OF
INCORPORATION TO INCREASE THE NUMBER OF SHARES OF
VOTING COMMON STOCK AUTHORIZED FOR ISSUANCE FROM
100,000 TO 3,000,000, AND TO INCREASE THE NUMBER OF
SHARES OF CLASS B NONVOTING COMMON STOCK AUTHORIZED FOR
ISSUANCE FROM 700,000 TO 15,000,000
[ ] FOR [ ] AGAINST [ ] ABSTAIN
The undersigned hereby ratifies and confirms all that said
attorneys and proxies or any of them lawfully do or cause to be
done by virtue hereof. A majority of said attorneys and proxies
who shall be present and acting as such at the Annual Meeting or
any adjournment thereof, or if only one such attorney and proxy
be present and acting, then that one, shall have and may exercise
all powers hereby conferred.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE
MANNER DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO
DIRECTION IS MADE, THIS PROXY WILL BE VOTED IN FAVOR OF PROPOSAL
1.
The undersigned hereby acknowledges receipt of the Notice of
Annual Meeting of Shareholders, dated March 14, 1996, and the
Proxy Statement furnished therewith.
Dated this ____ day of ____________, 1996.
__________________________________(SEAL)
__________________________________(SEAL)
NOTE: Signature should agree with name
on stock certificate as printed thereon.
When shares are held by joint tenants,
both should sign. Executors,
administrators, trustees and other
fiduciaries, and persons signing on
behalf of corporations or partnerships,
should so indicate when signing.
PLEASE MARK, DATE, SIGN AND RETURN THIS PROXY PROMPTLY. THANK
YOU.
