<PAGE>
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
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[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
[ ] Solicitation Material Pursuant to Rule 14a-11(c) or rule 14a-12
DONNKENNY, INC.
---------------
(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>
Preliminary Copy
DONNKENNY, INC
1411 BROADWAY
NEW YORK, NY 10018
TELEPHONE (212) 790-3900
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD APRIL 18, 2000
A Special Meeting of Stockholders of Donnkenny, Inc., a Delaware
Corporation (The "Company") will be held at the Princeton Club of New York, 15
West 43rd Street, New York, New York on April 18, 2000 at 9:00 a.m., for the
following purposes:
(1) to reverse split the outstanding shares of the Company's Common Stock
on a one-for-four basis so that the 14,229,540 shares of the Company's Common
Stock outstanding prior to the reverse split will become approximately
3,557,385 shares of the Company's Common Stock following the reverse split; all
fractional shares being rounded up to the next nearest whole share;
(2) To amend the Company's Certificate of Incorporation to: (a) reduce the
number of authorized shares of Common Stock from 20,000,000 to 10,000,000; and
(b) effect the reverse split of the outstanding shares of the Company's Common
Stock on a one-for-four basis so that the 14,229,540 shares of the Company's
Common Stock outstanding prior to the reverse split will become approximately
3,557,385 shares of the Company's Common Stock following the reverse split; all
fractional shares being rounded up to the next nearest whole share; and
(3) to transact such other business as may properly come before the
meeting or any adjournment thereof.
Only holders of the Company's common stock, par value $0.01 per share (the
"Common Stock"), of record on March 6, 2000 are entitled to notice of, and to
vote at, the meeting or any adjournment thereof. At March 6, 2000, the record
date for determination of stockholders entitled to vote at the meeting or any
adjournments thereof, 14,229,540 shares of Common Stock were issued and
outstanding.
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING IN PERSON, YOU ARE URGED TO
FILL OUT, SIGN AND MAIL PROMPTLY THE ENCLOSED PROXY IN THE ACCOMPANYING
ENVELOPE. PROXIES FORWARDED BY OR FOR BROKERS OR FIDUCIARIES SHOULD BE RETURNED
AS REQUESTED BY THEM. IF YOU ATTEND THE MEETING, YOU MAY REVOKE YOUR PROXY AND
VOTE YOUR SHARES IN PERSON.
By Order of the Board of Directors,
New York, New York
March 8, 2000
Beverly Eichel, Secretary
<PAGE>
Preliminary Copy
DONNKENNY, INC.
-----------------------
SPECIAL MEETING OF STOCKHOLDERS
TUESDAY, APRIL 18, 2000
------------------------
PROXY STATEMENT
------------------------
GENERAL INFORMATION
This proxy statement (the "Proxy Statement") is furnished in connection with
the solicitation of proxies by the Board of Directors of Donnkenny, Inc., A
Delaware corporation (the "Company"), for use at the Special Meeting of
stockholders of the company to be held on Tuesday, April 18, 2000, or any and
all adjournments thereof, with respect to the following matters:
(1) To reverse split the outstanding shares of the company's common stock
on a one-for-four basis so that the 14,229,540 shares of the Company's Common
Stock outstanding prior to the reverse split will become approximately
3,557,385 shares of the Company's Common Stock following the reverse split; all
fractional shares being rounded up to the next nearest whole share;
(2) To amend the Company's Certificate of Incorporation to: (a) reduce the
number of authorized shares of Common Stock from 20,000,000 to 10,000,000; and
(b) effect the reverse split of the outstanding shares of the Company's Common
Stock on a one-for-four basis so that the 14,229,540 shares of the Company's
Common Stock outstanding prior to the reverse split will become approximately
3,557,385 shares of the Company's Common Stock following the reverse split; all
fractional shares being rounded up to the next nearest whole share; and
(3) To transact such other business as may properly come before the
meeting or any adjournment thereof.
The Special Meeting (the "Meeting") will be held on April 18, 2000 at
9:00 a.M. at the Princeton Club of New York, 15 West 43rd Street, New York, New
York. The Notice of Special Meeting, Proxy Statement and Proxy Card will be
mailed on or about March 13, 2000 to stockholders of record of the Company as
of March 6, 2000.
If the enclosed proxy card is properly executed and returned in time
to be voted at the meeting, the shares of Common Stock represented will be
voted in accordance with the instructions contained therein. Executed proxies
that contain no instructions will be voted in favor of all of the proposals set
forth above.
If the Special Meeting is postponed or adjourned for any reason, at any
subsequent reconvening of the Special Meeting all proxies will be voted in the
same manner as such proxies would have been voted at the original convening of
the Special Meeting (except for proxies which have theretofore effectively been
revoked or withdrawn), notwithstanding that they may have been effectively
voted on the same or any other matter at a previous meeting.
VOTE REQUIRED FOR APPROVAL; SHARES ENTITLED TO VOTE; RECORD DATE
The presence at the Special Meeting, whether in person or by proxy, of
the holders of at least a majority of the outstanding shares of Common Stock
entitled to vote thereat constitutes a quorum for the transaction of business.
1
<PAGE>
For purposes of the quorum and the discussion below regarding the votes
necessary to take stockholder action, Stockholders of record who are present at
the meeting in person or by proxy and who abstain, including brokers holding
customers' shares of record who cause abstentions to be recorded at the meeting,
are considered Stockholders who are present and entitled to vote and they count
toward the quorum.
Brokers holding shares of record for customers generally are not entitled
to vote on certain matters unless they receive voting instructions from their
customers. As used herein, "uninstructed shares" means shares held by a broker
who has not received instructions from its customers on such matters and the
broker has so notified the Company on a proxy form in accordance with industry
practice or has otherwise advised the Company that it lacks voting authority.
As used herein, "broker non-votes," means the votes that could have been cast
on the matter in question by brokers with respect to uninstructed shares if the
brokers had received their customers' instructions.
Reverse Split and Certificate of Incorporation Amendment to Reduce the
Number of Authorized Shares and to Effect the Reverse Split. To be approved,
these matters must receive the affirmative vote of the holders of a majority of
the outstanding shares of Common Stock. Uninstructed shares are entitled to
vote on these matters. Therefore, abstentions and broker non-votes have the
effect of negative votes.
On March 6, 2000 (the "Record Date"), there were outstanding 14,229,540
shares of Common Stock. Only holders of record of Common Stock at the close of
business on the Record Date will be entitled to notice of and to vote at, the
Special Meeting. Each share of Common Stock is entitled to one vote upon all
matters to be brought to a vote by the Stockholders at the forthcoming Special
Meeting.
Commencing 11 days prior to the date of the Special Meeting, a complete
record of the stockholders entitled to vote at the Special Meeting, or any
adjournment thereof, shall be available for inspection at the Company's
executive office during normal business hours by any stockholder for any
purpose germane to the Special Meeting. This record will also be available to
stockholders for such purposes at the place of and during the Special Meeting.
The Company's executive offices are currently located at 1411 Broadway,
New York, New York 10018.
REVOCABILITY OF PROXIES
Stockholders who execute proxies for the Special Meeting may revoke their
proxies at any time prior to their exercise, by delivering written notice of
revocation to the Company at the address on the Notice of Special Meeting, by
delivering a duly executed proxy bearing a later date, or by attending the
Special Meeting and voting in person.
BOARD OF DIRECTORS PROXY SOLICITATION
The solicitation of proxies is made on behalf of the Company's Board of
Directors. The costs of soliciting the proxies and of the meeting, including the
costs of preparing and mailing this Proxy Statement and other material, will be
borne by the Company. In addition to solicitation by mail, certain directors,
officers, and regular employees of the Company may, without additional
compensation, solicit proxies by telephone, personal interview, or facsimile
transmission to encourage stockholder participation in the voting process. The
Company also will request banks, brokers and others who hold shares in the
Company in nominee names to distribute proxy soliciting material to beneficial
owners, and will reimburse such banks and brokers for reasonable out-of-pocket
expenses which they may incur in so doing.
2
<PAGE>
REVERSE SPLIT OF THE OUTSTANDING SHARES OF
COMMON STOCK AND AMENDMENT TO THE CERTIFICATE
OF INCORPORATION TO REDUCE THE NUMBER OF
AUTHORIZED SHARES AND EFFECT THE REVERSE SPLIT
ITEMS 1 AND 2 ON THE PROXY CARD
The Board of Directors of the Company has recommended to the Company's
stockholders that the Company reverse split (the "Reverse Split") the Company's
outstanding shares of Common Stock and amend the Company's Certificate of
Incorporation (the "Charter Amendment") to increase the market price per share.
The Company's Common Stock is listed on the NASDAQ National Market. A minimum
bid price of $1.00 per share is required to assure continued listing of the
Company's Common Stock on the NASDAQ National Market. The Reverse Split and
Charter Amendment will effect a reverse split of the outstanding shares of the
Company's Common Stock on a one-for-four basis so that the 14,229,540 shares of
the Company's Common Stock outstanding prior to the Reverse Split will become
approximately 3,557,385 shares of the Company's Common Stock following the
Reverse Split. All fractional shares resulting from the split will be rounded
up to the next whole share. The Charter Amendment also will reduce the number
of authorized shares of Common Stock from 20,000,000 to 10,000,000.
The Reverse Split and Charter Amendment will become effective upon the
filing of the Charter Amendment with the Secretary of State of the State of
Delaware. See the form of Certificate of Amendment appended hereto as APPENDIX
"A."
REASONS FOR THE REVERSE SPLIT AND THE CHARTER AMENDMENT; PROPOSED TRANSACTIONS
NASDAQ notified the Company that it would delist the Company's Common
Stock from the NASDAQ National Market on October 7, 1999. The Company appealed
this decision before a NASDAQ Listing Qualifications Panel. An oral hearing was
held on February 10, 2000 before the NASDAQ Listing Qualifications Panel. At
the hearing, the Company suggested that the Company would effect a reverse
split of its outstanding shares of Common Stock to see if the bid price would
rise above the $1.00 minimum bid price required for continued listing on the
NASDAQ National Market. NASDAQ sought the delisting because the bid price for
the Common Stock has been below $1.00. As noted in the chart of quarterly bid
prices below, during the quarter ended December 31, 1999, the high and low bid
prices ranged from between approximately $1.25 per share to $0.53 per share.
The Company's management believes, but cannot assure that, by reverse splitting
the outstanding shares of Common Stock on a one-for-four basis, the bid price
for the Common Stock will exceed $1.00 per share. By decision dated February
22, 2000, the NASDAQ Listing Qualifications Panel decided to allow the Company
to continue to be listed on the NASDAQ National Market provided that on or
before April 21, 2000 the Company evidences a closing bid price of at least
$1.00 per share and immediately thereafter, the Company must evidence a closing
bid price of at least $1.00 per share for a minimum of ten consecutive trading
days. It should be noted that the NASDAQ Listing Qualifications Panel reserves
the right to review this decision at any time upon the happening of a material
change in the Company's financial or operational character.
The Company is reducing the number of authorized shares of Common Stock
from 20,000,000 to 10,000,000 because the Board of Directors does not believe
that the Company needs this many authorized but unissued shares. After the
Reverse Split and Charter Amendment, more than 6,400,000 of the Company's
authorized shares still will be unissued.
Current stockholders of the Company have no dissenters' rights or
preemptive rights in connection with the Reverse Split or the Charter
Amendment.
CERTAIN EFFECTS OF THE CHARTER AMENDMENT
AND THE REVERSE SPLIT
Stockholders will not realize any dilution in their percentage of ownership
of the Company or their voting rights as a result of the Charter Amendment and
Reverse Split. The Reverse Split may, however, affect the market value
3
<PAGE>
of the Common Stock. No assurance can be given that the market value of the
Common Stock will increase in inverse proportion to the ratio of the Reverse
Split.
Prior to the Reverse Split and Charter Amendment, there were 5,770,460
Shares of the Company's Common Stock authorized but unissued. As a result of
the Reverse Split and Charter Amendment, there will be 6,442,615 shares of
Common Stock authorized but unissued (approximately 64% of the total authorized
number of shares). The Board of Directors has total discretion in the issuance
of any shares of Common Stock which may be issued in the future. The Board of
Directors could issue shares of Common Stock to discourage attempts by others
to obtain control of the Company through merger, tender offer, proxy contest or
otherwise by making such attempts more difficult to achieve or more costly. All
issuances of additional shares will dilute current stockholders' percentage of
ownership of the Company and voting rights.
MARKET PRICE OF AND DIVIDENDS ON THE COMPANY'S
COMMON STOCK AND OTHER STOCKHOLDER MATTERS
The principal U.S. market on which shares of the Company Common Stock (all
of which are of one class, $.01 per share) are traded is on the national market
on the National Association of Securities Dealers, Inc. Automated Quotation
System (Symbol "DNKY").
The following table sets forth the range of high and low bid quotes of the
Company's Common Stock per quarter since the beginning of fiscal year 1998
(which reflects inter-dealer prices without retail mark-up, mark-down or
commission and may not necessarily represent actual transactions). As of March
1, 2000, the last sale price for the Company's Common Stock was $[___] per
share.
High Low
Quarter Ended Bid Price Bid Price
March 31, 1998 $3.0625 $2.4062
June 30, 1998 $4.4375 $2.6875
September 30, 1998 $3.25 $1.25
December 31, 1998 $1.875 $0.9375
March 31, 1999 $2.00 $0.9687
June 30, 1999 $1.5625 $0.5625
September 30, 1999 $1.50 $0.4687
December 31, 1999 $1.25 $0.531
As of March 6, 2000, the approximate number of recordholders of the
Company's Common Stock is 14,229,540 inclusive of those brokerage firms and/or
clearing houses holding the Company's Common Shares in street name for their
clientele (with each such brokerage house and/or clearing house being
considered as one holder).
During the last five years, no dividends on Common Shares have been paid
by the Company and the Company does not anticipate that dividends will be paid
in the foreseeable future.
4
<PAGE>
BENEFICIAL OWNERSHIP OF COMMON STOCK
DIRECTORS, EXECUTIVE OFFICERS AND PRINCIPAL STOCKHOLDERS
The following table lists the beneficial ownership of shares of the Company's
Common Stock as of March 1, 2000 for (a) each director, (b) each executive
officer, (c) each person who is known by the Company to be the beneficial owner
of five percent or more of the outstanding shares of Common Stock and (d) all
directors and executive officers as a group. All information in the table below
with respect to the Common Stock of the Company has been restated to reflect
the two-for-one stock split paid to all holders of Common Stock of record on
December 4, 1995. For purposes of the Proxy Statement, beneficial ownership is
defined in accordance with Section 13d-3 under the Securities Exchange Act of
1934, as amended and means generally the power to vote or dispose of the
securities, regardless of any economic interest therein.
NAME AND ADDRESS COMMON STOCK
OF BENEFICIAL OWNER BENEFICIALLY OWNED(1) PERCENTAGE OWNED
- ------------------- --------------------- ----------------
Amber Arbitrage LDC 2,322,450(2) 16.3%
c/o Custom House Fund
Management Limited
31 Kildare Sheet
Dublin 2, Ireland
Putnam Investments, Inc. 1,199,250(3) 8.4%
1 Post Office Square
Boston, MA 02109
Harvey A. Appelle 527,100(4) 3.7%
Lynn Siemers-Cross 337,700(5) 2.4%
Sheridan C. Biggs 26,000(6) *
James W. Crystal 38,500(7) *
Beverly Eichel 50,000(8) *
Harvey Horowitz 35,000(9) *
Daniel H. Levy 30,000(10) *
All directors and
officers as a group (7 persons) 1,044,300 7.3%
- ------
* Less than 1%.
(1) Percentage to be based on the number of shares of Common Stock outstanding
as of March 6, 2000
(2) Based on information contained in Schedule 13G filed with the Company on
May 13, 1998.
(3) Based on information contained in Schedule 13G/A filed with the Company on
February 15, 2000. Includes shares held by Putman Investment Management,
Inc. and Putman Advisory Company, Inc.
(4) Includes 22,500 shares underlying currently exercisable stock options
which have been granted to Harvey A. Appelle pursuant to the Company's
1994 Non-Employee Director Option Plan, 150,000 shares underlying
currently exercisable stock options which have been granted to Mr.
Appelle pursuant to his employment agreement, 150,000 restricted shares
granted to Mr. Appelle pursuant to his employment agreement and 69,600
shares of stock issued to him as part of Fiscal 1997 compensation. The
above does not include 100,000 options issued as part of Fiscal 1998
compensation and will become exercisable in various dates through
5
<PAGE>
the year 2004.
(5) Includes 7,500 shares of underlying options which have been granted on
April 19, 1996 to Lynn Siemers-Cross pursuant to the Company's 1992
Stock Option Plan and 150,000 shares underlying options which have been
granted pursuant to Ms. Siemers-Cross' employment agreement. Also
includes 150,000 shares of restricted stock granted pursuant to Ms.
Siemers-Cross' employment agreement. Also includes 25,000 shares of
stock issued as part of Fiscal 1997 compensation. Not included are
100,000 options issued as part of Fiscal 1998 compensation and will
become exercisable in various dates through the year 2004.
(6) Includes 25,000 shares underlying options which have been granted to
Sheridan C. Biggs pursuant to the Company's 1994 Non-Employee Director
Option Plan. Such options are currently exercisable. Also includes 1,000
shares held by Mr. Biggs.
(7) Includes 37,500 shares underlying options which have been granted to James
W. Crystal pursuant to the Company's 1994 Non Employee Director Option
Plan. Such options are currently exercisable.
(8) Includes 50,000 shares underlying options, which are vested, out of
150,000 underlying options which have been granted to Beverly Eichel
pursuant to her employment agreement. 100,000 underlying options vest in
50,000 increments in September 2000 and September 2001.
(9) Includes 35,000 shares underlying options which have been granted to
Harvey Horowitz pursuant to the Company's 1994 Non-Employee Director
Option Plan. Such options are currently exercisable.
(10) Includes 25,000 shares underlying options which have been granted to
Daniel A. Levy pursuant to the Company's 1994 Non Employee Director Option
Plan. Such options are currently exercisable. Does not include 150,000
shares underlying stock options granted as of January 3, 2000 pursuant to
the Company's 1992 Stock Option Plan, 100,000 of which vest on June 30,
2000 and the balance of 50,000 vests on December 31, 2000. Also does not
include 150,000 shares of the Company's Restricted Stock granted as of
January 3, 2000 pursuant to the Company's 1996 Restricted Stock Plan.
These restricted shares vest on December 31, 2002. The foregoing options
issued under the Company's 1992 Stock Option Plan and the restricted stock
were granted pursuant to Mr. Levy's employment agreement.
OTHER BUSINESS
The Board of Directors is not aware of any other matters to be presented
at the meeting. If any other matters would properly come before the meeting,
the persons named in the enclosed proxy form will vote the proxies in
accordance with their best judgment.
The Company files annual, quarterly, and special reports, proxy
statements, and other information with the Commission. You may read and copy
any reports, statements, and other information that the Company files at the
Commission's public reference room at 450 Fifth Street, N.W., Washington, D.C.
20549. Please call the Commission at 1-800-SEC-0330 for further information on
the operations of the Public Reference Room. The Company's Commission filings
also are available on the Commission's Internet site, which is
http://www.sec.gov.
By Order of the Board of Directors
Dated: March 8, 2000
/s/ Beverly Eichel
--------------------------
Beverly Eichel, Secretary
6
<PAGE>
APPENDIX "A"
CERTIFICATE OF AMENDMENT
OF THE
CERTIFICATE OF INCORPORATION
OF
DONNKENNY, INC.
Under Section 242 of the
Corporation Law of the State of Delaware
Lynn Siemers-Cross and Beverly Eichel, respectively, the President and the
Secretary of Donnkenny, INC. (the "Company"), a corporation organized and
existing under and by virtue of the General Corporation Law of the State of
Delaware, DO HEREBY CERTIFY:
FIRST: That the Board of Directors of said corporation, by written consent
filed with the minutes of the Board, adopted the following resolution proposing
and declaring advisable the following amendment to the Certificate of
Incorporation of said corporation:
"1. The Certificate of Incorporation is hereby amended to: (a) reduce the
number of authorized shares of Common Stock from 20,000,000 shares to
10,000,000 shares; and (b) effect a reverse split of the Company's outstanding
Common Stock in the ratio of one share for every four shares outstanding. The
Company currently has authorized 20,000,000 shares of Common Stock with a par
value of $.01 per share, of which 14,229,540 shares of Common Stock are issued
and outstanding, and 5,770,460 shares are unissued. Under the new structure,
the Company will have 10,000,000 shares of Common Stock, par value $.01,
authorized, of which approximately 3,557,385 shares will be issued and
outstanding and 6,442,615 shares will be unissued. All fractional shares
resulting from the reverse split will be rounded up to the next whole share.
The par value shall not change. The reverse split shall take effect on the
filing of the Charter Amendment with the Secretary of State of the State of
Delaware."
SECOND: That the aforesaid amendment was duly adopted in accordance with
the applicable provisions of section 242 of the General Corporation Law of the
State of Delaware by the affirmative vote by the holders of the majority of the
stock of the Company entitled to vote at a special meeting of stockholders held
on April 18, 2000.
IN WITNESS WHEREOF, we, the undersigned, have executed and subscribed this
certificate this ___ day of April, 2000.
- ------------------------------- ------------------------------
Lynn Siemers-Cross, President Beverly Eichel, Secretary
7
<PAGE>
PROXY
DONNKENNY, INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
PROXY FOR THE SPECIAL MEETING OF STOCKHOLDERS, APRIL 18, 2000
The undersigned hereby appoints Daniel H. Levy and Lynn Siemers-Cross, or
either of them, proxies with full power of substitution in each of them, in the
name, place and stead of the undersigned to vote as proxy all the stock of the
undersigned in Donnkenny, Inc.
(TO BE SIGNED ON REVERSE SIDE)
- ------------------------------------------------------------------------------
THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED FOR PROPOSALS 1 AND 2 IF NO
INSTRUCTION TO THE CONTRARY IS INDICATED, OR IF NO INSTRUCTION IS GIVEN.
Please mark your votes as indicated in this example [X]
1. To consider and act upon a proposal to reverse split the outstanding shares
of the Company's Common Stock on a one-for-four basis so that the 14,229,540
shares of the Company's Common Stock outstanding prior to the reverse split
will become approximately 3,557,385 shares of the Company's Common Stock
following the reverse split; all fractional shares being rounded up to the next
nearest whole share.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
2. To consider and act upon a proposal to amend the Company's Certificate of
Incorporation to: (a) reduce the number of authorized shares of Common Stock
from 20,000,000 to 10,000,000; and (b) effect the reverse split of the
outstanding shares of the Company's Common Stock on a one-for-four basis so that
the 14,229,540 shares of the Company's Common Stock outstanding prior to the
reverse split will become approximately 3,557,385 shares of the Company's Common
Stock following the reverse split; all fractional shares being rounded up to the
next nearest whole share.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
3. In their discretion, to act upon such other matters as may properly come
before the meeting or adjournment thereof.
Please mark, sign, date and return this proxy in the enclosed envelope. (Note:
Please sign exactly as your name appears hereon. Executors, Administrators,
Trustees, etc. should so indicate when signing, giving full title as such. If
signer is a corporation, execute in full corporate name by authorized officer.
8
<PAGE>
If shares held in the name of two or more persons, all should sign.)
Date:
---------------------------------------
---------------------------------------
Signature
Date:
---------------------------------------
---------------------------------------
Signature
9
