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:
[ ] 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 240.14a-11(c) or 240.14-12
ENERGY PRODUCTION COMPANY
(Name of Registrant as Specified In Its Charter)
Payment of Filing Fee (Check the appropriate box):
[x] No fee required
[ ] Fee computed on table below per Exchange Acr Rules 14a-6(i)(4) and 0-11
1) Title of each class of securities to which transaction applies:
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2) Aggregate number of securities to which transaction applies:
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3) Per unit price or other underlying value of transaction computed to
Exchange Act Rule 0-11 (Set forth the amount on which the filing
fee is calculated and state hoe it was determined):
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4) Total fee paid:
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[ ] 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 filling 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:
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2) Form, Schedule or Registration Statement No.:
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3) Filing Party:
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4) Date Filed:
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<PAGE>
ENERGY PRODUCTION COMPANY
1703 Edelweiss Dr.
Cedar Park, TX 78613
July 24, 1997
Dear Shareholder:
You are cordially invited to attend a Special Meeting of Shareholders
(the "Meeting") of Energy Production Company, a Colorado corporation ( the
"Company") to be held on Friday, August 29, 1997 at 3:00 p.m., Central Time, at
1703 Edelweiss Drive, Cedar Park, Texas 78613. Your Board of Directors and
management look forward to greeting personally those Shareholders able to
attend.
At the Meeting, you will be asked to consider and vote upon: (i) a
proposal to elect three (3) nominees as directors of the company to serve until
the next annual meeting of Shareholders of the Company to be held in 1998; (ii)
a proposal to amend the Articles of Incorporation to change the name of the
Company to FieldPoint Petroleum Corporation; (iii) a proposal to amend the
Articles of Incorporation to provide for no par value of the Common Stock of the
Company; (iv) a proposal to ratify the selection of Hein & Associates LLP as the
Company's independent auditors for the current fiscal year ending December 31,
1997; (v) a proposal to allow the Company to acquire all of the outstanding
shares of Bass Petroleum, Inc. (a Texas corporation) in a share for share
exchange whereas the Company would issue 4,000,000 shares of post reverse split
no par value restricted Common Stock on a pro-rata share basis in exchange for
all 8,655,625 outstanding shares of Bass Petroleum, Inc.; an additional 600,000
shares of post reverse split no par value restricted common stock of the Company
will be reserved for issuance upon the exercise of options held by the Bass
Petroleum, Inc. Board of Directors; before this transaction could occur the
newly elected Board of Directors would have to approve and authorize a 1 for 75
reverse stock split of the Common Stock of the Company after the amendment of
the Articles of Incorporation; and (vi) a proposal to ratify the May 1997, Stock
issuance and all action taken by the Board of Directors or officers of the
Company to effect such Stock issuance, allowing Bass Petroleum, Inc. to purchase
44,038,222 shares of restricted Common Stock, $0.01 par value from the Company
for a consideration of $45,000.00 ($5,000.00 in cash, and oil and gas properties
valued at $40,000.00). (vii) any other business as may properly come before the
Meeting or any adjournment thereof (collectively, the "Proposals"). The
Proposals are fully set forth in the accompanying Proxy Statement which you are
urged to read thoroughly. For the reasons set forth in the Proxy Statement, your
Board of Directors recommends a vote FOR all nominees as directors and IN FAVOR
of all Proposals.
<PAGE>
It is important that your shares be voted at the Meeting. Whether or
not you plan to attend in person, please complete, date and sign the enclosed
proxy and return it as promptly as possible in the accompanying postage prepaid
envelope. If you do attend the Meeting and wish to vote your shares in person,
even after returning the proxy, you still may do so.
Mailing of this proxy statement is expected to begin July 24, 1997.
Thank you for your cooperation.
Respectfully,
Energy Production Company
Ray D. Reaves
President and Chief Executive Officer
<PAGE>
ENERGY PRODUCTION COMPANY
1703 Edelweiss Drive
Cedar Park, TX 78613
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NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
To Be Held August 29, 1997
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TO OUR SHAREHOLDERS:
NOTICE IS HEREBY GIVEN that a Special Meeting of Shareholders of Energy
Production Company will be held on Friday, August 29, 1997 at 1703 Edelweiss
Drive, Cedar Park, Texas 78613, to consider and vote on the following matters as
described in this notice and the accompanying Proxy Statement:
1. To elect three directors to hold office until the next annual
meeting of Shareholders or until their successors have been duly
elected and qualified.
2. To consider and vote upon a proposal to amend the Company's
Articles of Incorporation to change the name of the Company to
FieldPoint Petroleum Corporation.
3. To consider and vote upon a proposal to amend the Articles of
Incorporation to provide for no par value of the Company's Common
Stock.
4. To consider and vote upon a proposal to ratify the selection of
Hein & Associates LLP as the Company's independent auditors for
the current fiscal year ending December 31, 1997.
5. To consider and vote upon a proposal to allow the Company to
acquire all of the outstanding shares of Bass Petroleum, Inc. (a
Texas corporation) in a share for share exchange, whereas Energy
Production Company would issue 4,000,000 shares of post reverse
split no par value restricted common stock on a pro-rata share
basis in exchange for all 8,655,625 outstanding shares of Bass
Petroleum, Inc. An additional 600,000 shares of the Company's
post reverse split no par value restricted Common Stock will be
reserved for issuance upon the exercise of options held by the
Bass Petroleum, Inc. Board of Directors. Bass Petroleum, Inc.
would subsequently become a wholly owned subsidiary of the
Company. September 30, 1997 would be the effective date of this
exchange. Before this transaction could occur, the newly elected
Board of Directors would have to approve and authorize a 1 for 75
reverse stock split of the Company's Common Stock, after the
amendment of the Articles of Incorporation.
6. To consider and vote upon a proposal to ratify the May 1997, Stock
issuance and all action taken by the Board of Directors or
officers of the Company to effect such Stock issuance.
7. To transact such other business as may properly come before the
Meeting or any adjournment thereof.
The Board of Directors has fixed the close of business on July 18, 1997 as the
record date for determination of Shareholders entitled to vote at the Meeting or
any adjournments thereof, and only Shareholders of record at the close of
business on that date will be entitled to vote. At the Record Date, 75,000,000
shares of common stock were issued and outstanding. A list of Shareholders
entitled to vote at the meeting will be available for inspection at the
principal executive offices of the Company located at 1703 Edelweiss Drive,
Cedar Park, Texas 78613.
The approximate date on which this Proxy Statement is first being
mailed to Shareholders is July 24, 1997. Shareholders who execute proxies may
revoke them at any time prior to their being exercised by providing written
notice to the Company by delivering another proxy at any time prior to the
meeting. Mere attendance at the Meeting will not revoke the proxy, but a
Shareholder present at the Meeting may revoke his or her proxy and vote in
person. Any duly executed proxy on which a vote is not indicated (except broker
non-votes expressly indicating a lack of discretionary authority to vote) will
be deemed a vote for the nominees and all Proposals. Abstentions and broker
non-votes will not be counted as votes either "for" or "against" any matters
coming before the Meeting, nor will such abstentions and broker non-votes be
counted toward determining a quorum.
To assure representation at the Meeting, Shareholders are urged to sign
and return the enclosed proxy card as promptly as possible in the postage
prepaid envelope enclosed for that purpose. Any Shareholder attending the
Meeting may vote in person even if he or she previously returned a proxy.
By Order of the Board of Directors
Kelly Latz
General Counsel and Secretary
<PAGE>
ENERGY PRODUCTION COMPANY
1703 Edelweiss Dr.
Cedar Park,
TX 78613
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PROXY STATEMENT
For Special Meeting of Shareholders
To Be Held August 29, 1997
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Solicitation of Proxies:
This Proxy Statement is furnished in connection with solicitation of
Proxies on behalf of the Board of Directors of Energy Production Company (the
"Company") to be voted at the special meeting of shareholders (the "Meeting") to
be held at 1703 Edelweiss Drive, Cedar Park, Texas 78613 on Friday, August 29,
1997 at 3:00 p.m., Central daylight savings time and at any adjournments
thereof. This Proxy Statement and the enclosed form of proxy are first being
sent or given to shareholders of record on or about July 24, 1997.
At the Meeting, the shareholders will be asked to consider and vote
upon: (i) a proposal to elect three (3) nominees as directors of the Company to
serve until the next annual meeting of shareholders of the Company to be held in
1998; (ii) a proposal to change the name of the Company to FieldPoint Petroleum
Corporation; (iii) a proposal to amend the Articles of Incorporation to provide
for no par value of the Common Stock; (iv) a proposal to ratify the selection of
Hein & Associates LLP as the Company's independent auditors for the current
fiscal year ending December 31, 1997; (v) a proposal to allow the Company to
acquire all of the outstanding shares of Bass Petroleum, Inc. (a Texas
corporation) in a share for share exchange, whereas the Company would issue
4,000,000 shares of post reverse split no par value restricted Common Stock on a
pro-rata share basis in exchange for all 8,655,625 outstanding shares of Bass
Petroleum, Inc.; an additional 600,000 shares of post reverse split no par value
restricted Common Stock of the Company will be reserved for issuance upon the
exercise of options held by the Bass Petroleum, Inc. Board of Directors; Bass
Petroleum, Inc. would subsequently become a wholly owned subsidiary of the
Company; September 30, 1997 would be the effective date of this exchange; before
this transaction could occur the newly elected Board of Directors would have to
approve and authorize a 1 for 75 reverse stock split of the Common Stock of the
Company, after the amendment of the Articles of Incorporation; (vi) a proposal
to ratify the May 1997, Stock issuance and all action taken by the Board of
Directors or officers of the Company to effect such Stock issuance; and (vii)
any other business as may properly come before the Meeting or any adjournment
thereof (collectively, the "Proposals"). The Board of Directors unanimously
recommends that the shareholders vote FOR all nominees as directors and IN FAVOR
of all Proposals.
Record Date and Outstanding Shares:
The Board of Directors has fixed the close of business on July 18,
1997, as the record date for the determination of holders of shares of
outstanding capital stock entitled to notice of and to vote at the Meeting. On
July 18, 1997, there were outstanding 75,000,000 shares of common stock, $0 .01
par value held by shareholders entitled to vote at the meeting.
<PAGE>
Voting Proxies:
A proxy card accompanies this Proxy Statement. All properly executed
proxies that are not revoked will be voted at the Meeting, and any postponements
or adjournments thereof, in accordance with the instructions contained therein.
Proxies containing no instruction regarding the Proposals specified in the form
of proxy will be voted for all nominees as directors and in favor of the
Proposals. The Meeting may be adjourned and additional proxies solicited, if the
vote necessary to approve a Proposal has not been obtained. Any adjournment of
the Meeting will require the affirmative vote of the holders of at least a
majority of the shares represented, whether in person or by proxy, at the
Meeting (regardless of whether those shares constitute a quorum).
A shareholder who has executed and returned a proxy may revoke such
proxy at any time before it is voted at the Meeting by executing and returning a
proxy bearing a later date, by filing written notice of such revocation with the
Secretary of the Company stating the proxy is revoked, or by attending the
Meeting and voting in person. Mere attendance at the Meeting will not revoke a
properly executed proxy.
Quorum and Required Vote:
Quorum: The presence, in person or proxy, of holders of Common Stock
representing in the aggregate not less than a majority of the total number of
outstanding shares of common stock, on the Record Date, will constitute a quorum
of the Meeting.
Required Vote: At the Meeting, the holders of Common Stock on the
Record Date will be entitled to one vote per share on each matter of business
properly brought before the Meeting including one vote per share on each of the
nominees for director and the Proposals. Holders of Common Stock have the right
to elect three (3) members of the Board of Directors, as proposed in the
"Director Election Proposal." Every holder of Common Stock on the Record Date
shall have the right to vote, in person or by proxy, the number of shares of
Common Stock owned, for as many persons as there are directors to be elected at
that time. Cumulative voting in the election of directors is not permitted.
Directors are elected by the plurality of the votes cast by the shares entitled
to vote in the election.
Abstentions and broker non-votes will not be counted as votes either
"for" or "against" any matter coming before the Meeting, nor will such
abstentions and broker non-votes be counted toward determining a quorum.
Votes by Director, Officers, and Affiliates: At the Record Date, directors,
officers, and affiliates of the Company had the right to vote through proxy,
beneficial ownership or otherwise
This Proxy Statement is dated July 24, 1997
<PAGE>
60,766,222 shares of Common Stock, or 81% of the issued and outstanding Common
Stock. The Company has been advised that the directors, officers, and affiliates
of the Company intend to vote FOR all nominees for director and IN FAVOR of all
other Proposals described in this Proxy Statement. All these directors,
officers, and affiliates of the Company will have an interest in the election of
directors.
Proxy Solicitation and Expenses:
Solicitation of Proxies may be made by mail by directors, officers and
employees of the Company. In addition to the use of the mails, proxies may be
solicited by personal interview, telephone, facsimile, telegraph, and by
directors, officers and regular employees of the Company, without special
compensation therefore; except that directors, officers and employees of the
Company may be reimbursed for out-of-pocket expenses in connection with any
solicitation of proxies. The Company will request banking institutions,
brokerage firms, custodians, trustees, nominees, and fiduciaries to forward
solicitation material to the beneficial holders or owners of Common Stock held
of record by such persons, and the Company will reimburse reasonable forwarding
expenses upon the request of such record holders.
Although the Company does not anticipate retaining a proxy solicitation
firm to aid in solicitation of Proxies from its shareholders, if such a firm is
retained, it would be paid customary fees and would be reimbursed for
out-of-pocket expenses.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following tables set forth, to the best knowledge of the Company,
information as to the ownership of the Company's Common Stock held by (i) each
person or entity who owns of record or who is known by the Company to own
beneficially 5% or more of the outstanding shares of such stock, (ii) directors
and nominees, and (iii) all director and officers as a group, as of July 18,
1997. Except as otherwise indicated, ownership of shares by the person's named
below includes sole voting and investment power held by such person.
A. Security Ownership of Certain Beneficial Owners: The following table sets
forth as of July 18, 1997 the individuals or entities known to the Company to
own more than 5% of the Company's outstanding shares of capital stock.
Name and Address Number % of
Of Beneficial Owner Title Of Class Of Shares Class
------------- --------- -----
Bass Petroleum, Inc.............Common Stock 60,766,222 81%
1703 Edelweiss Drive
Cedar Park, TX 78613
PROPOSAL 1: DIRECTOR ELECTION PROPOSAL
<PAGE>
The Company's bylaws provide that the Board of Directors will consist
of three and no more than nine (9) members, the number of which is to be
determined from time to time by the Board of Directors. The Board of Directors
of the Company presently consists of three (3) members. Directors of the Company
generally serve for a term of one year (until the next annual meeting of
shareholders) and until their successors are duly elected or appointed and
qualified, or until their death, resignation or removal. Each of the persons
nominated to hold office provided below is currently a member of the Board of
Directors. Unless authority to vote in the election of directors is withheld, it
is the intention of the persons named in the proxy to nominate and vote for the
three persons named in the table below, each of whom has consented to serve if
elected. In the event that by reason of contingencies not presently known to the
Board of Directors, one or all of the nominees should become unavailable for
election, the proxies will be voted for such substitute as shall be designated
by the Company's Board of Directors. In completing the enclosed proxy card, if a
shareholder decides to withhold authority to vote for any of the director
nominees, such shareholder should mark the WITHHOLD AUTHORITY box and line
through such nominee(s) name in Proposal 1 of the proxy card.
Directors are elected by plurality of votes cast by the shares entitled
to vote in the election at a meeting at which a quorum is present.
Messrs. Manogue and Bryant are "non-executive" directors, denoting that they are
neither officers nor employees of the Company. There are no family relationships
between or among any of the directors of the Company,
Nominees for Election at the Meeting:
Name Age Present Position with the Company (1)
- ---- --- -------------------------------------
Ray D. Reaves 35 Director, Chairman, President, and CEO
Robert A. Manogue 72 Director
Roger D. Bryant 54 Director
Certain biographical information regarding the directors is listed
below.
Mr. Reaves has been Chairman, Chief Executive Officer, President, and Director
of the Company since May 22, 1997. He also serves as a Director and the
President of Bass Petroleum, Inc. and as President of Field Point, Inc., a
private investment firm.
Mr. Manogue has been retired since 1982 and builds homes in Albuquerque, New
Mexico as a retirement project under R.A. Manogue Construction. Mr. Manogue was
President of C.P. Clare International N.V. in Brussels, Belgium, a $50 million
subsidiary of General Instruments Corp., from 1976 to 1982. He also served as
Vice President of Marketing for Emerson Electric Company (manufacturer and
marketer of consumer and industrial products) from 1971 to 1976.
Mr. Bryant has been President of Canmax Corp. from November 1994 to the present.
He was President of Network Data Corp. from May 1993 to October 1994. Mr. Bryant
served as Senior Vice President Corporate Development of Network Data Corp. from
<PAGE>
January 1993 to May 1993. He also served as President of Dresser Industries,
Inc. Wayne Division (a leading international manufacturer of fuel dispensing
equipment) from May 1991 to July 1992. Mr. Bryant was President of Schlumberger
Limited, Retail Petroleum Systems Division, USA ( a division of Schlumberger
Corporation) from August 1989 to May 1991.
Executive Compensation:
The following table sets forth the cash compensation received by the
Company's Chief Executive Officer during the fiscal years ended December
31, 1996, 1995, and 1994, as well as aggregate options granted for each
fiscal year.
Summary Compensation Table
Annual Compensation
Securities
Underlying
Name and Principal Position Year Salary ($) Options (#)
--------------------------- ---- ---------- -----------
Robert N. Watson Jr....................1996 0 0
Chairman, President and
Chief Executive Officer 1995 0 0
1994 0 0
PROPOSAL 2: AMENDMENT OF ARICLES OF INCORPORATION FOR NAME
CHANGE
The Board of Directors has adopted a proposal to amend the Articles of
Incorporation to change the name of the Company to FieldPoint Petroleum
Corporation. THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE FOR
APPROVAL OF THE AMENDMENT.
PROPOSAL 3: AMENDMENT OF ARTICLES OF INCORPORATION TO CHANGE
PAR VALUE OF THE COMMON STOCK
The Board of Directors has adopted a proposal to amend the Articles of
Incorporation to change the par value of the Common Stock from $.01 per share to
no par value. THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE FOR
APPROVAL OF THE AMENDMENT.
<PAGE>
PROPOSAL 4: INDEPENDENT AUDITORS
The Board of Directors has selected Hein & Associates LLP to act as its
independent auditors for the 1997 fiscal year and ask for shareholders'
ratification of such appointment. THE BOARD OF DIRECTORS RECOMMENDS THAT THE
SHAREHOLDERS VOTE FOR RATIFICATION OF HEIN & ASSOCIATES LLP AS INDEPENDENT
AUDITORS FOR 1997.
PROPOSAL 5: ACQUISITION OF BASS PETROLEUM, INC. BY ENERGY
PRODUCTION COMPANY
On July 14, 1997, the Board of Directors authorized the transaction to
allow the Company to acquire all of the outstanding shares of Bass Petroleum,
Inc. (a Texas corporation) in a share for share exchange, whereas Energy
Production Company would issue 4,000,000 shares of post reverse split no par
value restricted common stock on a pro-rata share basis in exchange for all
8,655,625 outstanding shares of Bass Petroleum, Inc. An additional 600,000
shares of the Company's post reverse split no par value restricted Common Stock
will be reserved for issuance upon the exercise of options held by the Bass
Petroleum, Inc. Board of Directors. Bass Petroleum, Inc. would subsequently
become a wholly owned subsidiary of the Company. September 30, 1997 would be the
effective date of this exchange. Before this transaction could occur, the newly
elected Board of Directors would have to approve and authorize a 1 for 75
reverse stock split of the Company's Common Stock, after the amendment of the
Articles of Incorporation.
Vote Required:
The affirmative vote of the holders of a majority of Common Stock, in person or
by proxy, at the Meeting is required to approve the acquisition. THE BOARD OF
DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE FOR APPROVAL OF THE ACQUISITION.
PROPOSAL 6: STOCK ISSUANCE TO BASS PERTOLEUM, INC.
In May 1997, the Board of Directors authorized the transaction to
issue 44,038,222 shares of restricted common stock, $0.01 par value to Bass
Petroleum, Inc. for a consideration of $45,000.00 of which $5,000.00 was paid in
cash, and oil and gas properties valued at $40,000.00 the transaction
consummated on May 21, 1997. THE BOARD OF DIRECTORS RECOMMENDS THAT THE
SHAREHOLDERS VOTE FOR RATIFICATION OF THE STOCK ISSUANCE AND ALL ACTION TAKEN.
ENERGY PRODUCTION COMPANY
1703 Edelweiss Drive
Cedar Park, TX 78613
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Ray D. Reaves as proxy with power of
substitution to vote all shares of Energy Production Company (the
"Company") which the undersigned is entitled to vote at a Special
Meeting of Shareholders on August 29, 1997, at the Company's offices at
1703 Edelweiss Drive, Cedar Park, Texas 78613 at 3:00 p.m., or any adjournment
thereof, with all the powers the undersigned would have if personally present as
specified, respecting the following matters described in the accompanying Proxy
Statement and, in their discretion, on other matters which come before the
meeting.
1. To elect three directors to hold office until the next
annual meeting of Shareholders or until their successors have been duly
elected and qualified.
A. [ ] FOR the nominees listed below
B. [ ] WITHHOLD AUTHORITY to vote for all nominees
listed below
C. [ ] FOR ALL NOMINEES EXCEPT:
Instructions: To withhold authority to vote for (an) any individual(s), choose C
and write in the name of the nominee(s) on this line _______________________
- ------------------------------------------------------------------------.
Nominees: Ray D. Reaves, Robert A. Manogue, Roger D. Bryant.
2. To consider and vote upon a proposal to amend the
Company's Articles of Incorporation to change the name of the
Company to FieldPoint Petroleum Corporation.
FOR AGAINST ABSTAIN
3. To consider and vote upon a proposal to amend the
Company's Articles of Incorporation to provide for no par value
of the Company's Common Stock.
FOR AGAINST ABSTAIN
4. To consider and vote upon a proposal to ratify the
selection of Hein & Associates LLP as the Company's independent
auditors for the current fiscal year ending December 31, 1997.
FOR AGAINST ABSTAIN
<PAGE>
5. To consider and vote upon a proposal to allow the Company
to acquire all of the outstanding shares of Bass Petroleum, Inc., a
Texas corporation, in a share for share exchange, whereas Energy
Production Company would issue 4,000,000 shares of post reverse split
no par value restricted common stock on a pro-rata share basis in
exchange for all 8,655,625 outstanding shares of Bass Petroleum, Inc.
An additional 600,000 shares of the Company's post reverse split
no par value restricted common stock will be reserved for issuance upon
the exercise of options held by the Bass Petroleum, Inc. Board of
Directors. Bass Petroleum, Inc. would subsequently become a wholly
owned subsidiary of the Company. September 30, 1997 would be the
effective date of this exchange. Before this transaction could occur,
the newly elected Board of Directors would have to approve and
authorize a 1 for 75 reverse stock split of the Company's Common
Stock, after the amendment of the Articles of Incorporation.
FOR AGAINST ABSTAIN
6. To consider and vote upon a proposal to ratify the May
1997, Stock issuance and all actions taken by the Board of Directors or
officers of the Company to effect such Stock issuance.
FOR AGAINST ABSTAIN
7. To transact such other business as may properly come
before the Meeting or any adjournment thereof.
This proxy will be voted in accordance with stockholder specifications.
Unless directed to the contrary, this proxy will be voted FOR items 1, 2, 3, 4,
5, and 6. The proxy or a substitute acting at the meeting may exercise the
powers conferred herein. Receipt of accompanying Notice of Meeting and Proxy
Statement is hereby acknowledged.
Date: _____________ ____________________________________
Signature
____________________________________
____________________________________
Please print your name
(Please sign name as fully and exactly as it appears herein. When signing in a
fiduciary or representative capacity, please give full title as such. When more
than one owner, each owner should sign. Proxies executed by a corporation should
be signed in full corporate name by duly authorized officer.) PLEASE MARK, SIGN,
DATE, AND MAIL TO THE COMPANY AT THE ADDRESS STATED ABOVE.
<PAGE>
