<PAGE>
RELIABILITY INCORPORATED
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
- - ---
X Definitive Proxy Statement
- - ---
Definitive Additional Materials
- - ---
Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
- - ---
Reliability Incorporated
(Name of Registrant as Specified in Its Charter)
Reliability Incorporated
(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 transaction applies:
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:*
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: -0-
2) Form Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed: March 18, 1996
* Set forth the amount on which the filing fee is calculated and state how
it was determined.
ofs:fin:prox5f.wp1 1
<PAGE>
RELIABILITY INCORPORATED
16400 Park Row
Houston, Texas 77084
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD APRIL 24, 1996
To the Shareholders of
Reliability Incorporated:
Notice is hereby given that the 1996 annual meeting of shareholders of
Reliability Incorporated (the "Company") will be held in the offices of the
Company at 16400 Park Row, Houston, Texas 77084, on April 24, 1996, at 10:00
a.m. Houston time, for the following purposes:
1. To elect a Board of Directors to serve until the next annual meeting
of shareholders and until their respective successors are elected.
2. 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 March 8, 1996,
as the record date for determination of shareholders entitled to notice of,
and to vote at, such meeting.
Regardless of whether you expect to attend the meeting in person, you are
requested to fill in, date and sign the enclosed proxy and return it in the
enclosed envelope at your earliest convenience. No postage need be affixed
if such envelope is mailed in the United States.
By order of the Board of Directors,
Max T. Langley
Secretary
Date: March 21, 1996
2
<PAGE>
RELIABILITY INCORPORATED
16400 Park Row
Houston, Texas 77084
PROXY STATEMENT
FOR
ANNUAL MEETING OF SHAREHOLDERS
Solicitation and revocation of proxies
The accompanying proxy is solicited by Reliability Incorporated, a Texas
corporation (the "Company"), for use in connection with the 1996 annual
meeting of shareholders of the Company. Although proxies will be solicited
primarily by mail, employees of the Company may personally aid in such
solicitation. The Company will make arrangements with brokerage houses and
banks for forwarding proxy materials to the beneficial owners of shares
registered in brokers' and banks' names. All solicitation costs will be
borne by the Company. All properly signed proxies will be voted, and, where
a choice has been specified by the shareholder as provided on the proxy, it
will be voted in accordance with the specification so made. Any shareholder
giving a proxy may revoke it at any time before it is used at the meeting by
giving written notice of revocation to the secretary of the Company or by
signing and delivering to the secretary of the Company a proxy bearing a
later date.
Proxy materials are expected to be mailed or delivered to shareholders
on or about March 21, 1996.
Voting at the meeting
Only holders of record of the Company's Common Stock (the "Common Stock")
at the close of business on March 8, 1996, will be entitled to vote at the
meeting. Each share of Common Stock is entitled to one vote; shareholders
do not have the right to cumulate their votes with respect to the election
of directors. Directors are elected by a majority vote of those shares
present at the meeting.
3
<PAGE>
RELIABILITY INCORPORATED
PROXY STATEMENT
Security ownership of certain stockholders and management
As of February 16, 1996, each of the following persons beneficially owned
5% or more of the 4,242,848 shares of Common Stock then outstanding:
Voting shares Dispositive shares
and percent of total and percent of total
Name and address outstanding (1) outstanding (2)
- - ---------------- -------------------- --------------------
S. I. P., Inc. 1,270,221 (29.94%) 1,270,221 (29.94%)
P. O. Box 34311
Houston, Texas
Fidelity Low-Priced
Stock Fund 245,500 (5.79%)(3) 245,500 (5.79%)(3)
82 Devonshire Street
Boston, Massachusetts
- - --------------------
(1) Shares as to which the shareholder has voting power.
(2) Shares as to which the shareholder has power to dispose.
(3) As reported in a Schedule 13G, dated February 14, 1996.
- - --------------------
S.I.P., Inc. ("SIP"), a Houston-based construction company, is a
wholly-owned second tier subsidiary of The Parsons Corporation, which may be
deemed to own beneficially the shares of Common Stock owned by SIP. The
Company has been advised that SIP consults with Parsons Process Group Inc.
(formerly Parsons S.I.P. Inc.), its sole stockholder, and with The Parsons
Corporation, the sole stockholder of Parsons Process Group Inc., with respect
to the voting and disposition of its shares. Accordingly, SIP may be deemed
to have shared power to vote and dispose of the shares owned by it.
Edward C. Johnson, III, owns approximately 12% and Abigail P. Johnson
owns approximately 25% of the stock of FMR Corp., which controls Fidelity
Management & Research Company ("Fidelity"), the investment advisor to the
Fidelity Low-Priced Stock Fund ("Fund"). Members of the Edward C. Johnson,
III family and trusts for their benefit constitute a group controlling
Fidelity. The Fund's shares are voted by Fidelity under guidelines
established by the Board of Trustees of the Fund; the Johnson family, through
its control of Fidelity, has the sole power to dispose of the Fund's shares.
The Company's Employee Stock Savings Plan (the "Plan") owns a total of
353,246 shares (8.33%) of Common Stock. Each employee of the Company who
participates in the Plan directs the Trustee of the Plan on how to vote the
stock beneficially owned by such employee and, under certain circumstances,
the employee can direct the sale of some or all of the shares held for his
benefit. No employee owns 5% or more of the Company's shares through the
Plan.
4
<PAGE>
RELIABILITY INCORPORATED
PROXY STATEMENT
The following table sets forth, as of February 16, 1996, the amount of
Common Stock owned by the directors of the Company, the nominees for
director, each executive officer named in the compensation table and all
directors and officers as a group.
Amount and Nature of
Beneficial Ownership
--------------------
Sole Voting
and Other
Name of Individual Investment Beneficial Percent
or Group Power (1) Ownership (2) of Class (3)
------------------ ---------- ------------- ------------
Larry Edwards 56,850 19,982 1.81%
W. L. Hampton -0- -0- -0-
John R. Howard 300 -0- .01
Thomas L. Langford -0- -0- -0-
A. C. Lederer, Jr. 6,500 -0- .15
J.E. (Jim) Johnson 100 9,834 .23
James M. Harwell -0- 8,619 .20
Paul Nesrsta -0- 5,903 .14
Max T. Langley 10,100 12,003 .52
All executive officers
and directors as a
group (ten persons) 73,850 65,239 3.28
- - --------------------
(1) Each person has the sole power to vote and dispose of the shares shown
except that Mr. Edwards has shared power with his spouse to vote and
dispose of the 56,850 shares reported above.
(2) Represents shares allocated to the executive officer through his
participation in the Company's Employee Stock Savings Plan (the
"Plan"), according to the latest statement for said Plan which is as
of December 31, 1995. Employees have the power to vote all shares held
in the Plan and, under certain circumstances, the employee can direct
the sale of some or all of the shares held for his benefit.
(3) The percent stated in this column is based on the total beneficial
ownership of the individual or group.
- - --------------------
The Company is not aware of any contractual arrangement the operation of
which may at any subsequent date result in a change in control of the
Company.
5
<PAGE>
RELIABILITY INCORPORATED
PROXY STATEMENT
ELECTION OF DIRECTORS
At the meeting, five directors are to be elected. Each director will
hold office until the next annual meeting of shareholders and until his
successor is elected and qualifies. The persons named as proxy voters in the
accompanying form of proxy intend to vote each properly signed and submitted
proxy for the election as a director of each of the persons named in the
following table unless authority to vote for all or any of such nominees is
withheld on such proxy.
Number and percent Other positions and
of shares of offices presently
Common Stock of held with the Company
the Company benefi- (and other present
Director cially owned as of principal occupation
Name since Age February 16, 1996(1) if different)
---- -------- --- -------------------- ------------------
Larry Edwards 1995 54 76,832(2) 1.81% Chairman of the Board
of Directors,
President and Chief
Executive Officer
W. L. Hampton 1984 67 -0- -0- (retired)
John R. Howard* 1971 62 300 -0- (attorney-at-law)
Thomas L. Langford 1980 54 -0- -0- (president and
director of The
Parsons Corporation)
A. C. Lederer, Jr.*1972 82 6,500 .15 (investor)
- - ---------------------------
(1) Except as otherwise noted, each director has the sole power to vote and
to dispose of the shares shown in this table as being beneficially
owned by him.
(2) Mr. Edwards has shared power with his wife to vote and dispose of
56,850 shares. The remaining 19,982 shares are held in the Employee
Stock Savings Plan ("Plan"); Mr. Edwards can vote Plan shares, but the
power to direct the sale of these shares is limited.
* The wife of A. C. Lederer, Jr. is a sister of John R. Howard. There
is no other family relationship among the persons named in this table.
- - ---------------------------
Mr. Edwards has been President and Chief Executive Officer of the Company
since 1993 and has been a Director and Chairman of the Board of Directors
since October 1995. From April 1990 to March 1993, he served as President
and Chief Operating Officer of the Company. Mr. Edwards joined the Company
in 1977 as Manager of Engineering, Planning and Manufacturing Systems, and
subsequently held the positions of Vice President - Operations, Corporate
Vice President - Systems, and Executive Vice President - Systems.
Mr. Hampton has been a Director of the Company since 1984. Mr. Hampton
was President of S.I.P. Engineering, Inc. from 1984 until his retirement in
1993.
Mr. Howard has been a Director of the Company since 1971. He is and has
been for more than five years an attorney in private practice.
Mr. Langford has been a Director of the Company since 1980. He has been
President of The Parsons Corporation since September 1991. From May 1989 to
6
<PAGE>
RELIABILITY INCORPORATED
PROXY STATEMENT
September 1991, Mr. Langford was Executive Vice President and Chief Financial
Officer of The Parsons Corporation.
Mr. Lederer has been a Director of the Company since 1972 and was
Chairman of the Board of Directors of the Company from March 1993 until
October 1995. Mr. Lederer's principal occupation has been that of an
investor for more than the last five years.
Management has no reason to believe that any person proposed to be
elected a director will be unwilling or unable to serve if elected. If such
a situation arises, proxies will be voted for a nominee selected by the Board
of Directors of the Company.
Based on inquiries and a review of Forms 3, 4 and 5 received by the
Company during 1995, it was determined that S.I.P., Inc. failed to file one
Form 4 on a timely basis. S.I.P., Inc. filed a Form 4 on August 16, 1995 to
report the July 1995 transaction. Mr. Everett Hanlon failed to file a Form
4 on a timely basis. Mr. Hanlon was a director during 1995. His estate
filed the Form 4 in January 1996 to report the November 1995 transaction.
The Company's Board of Directors held four meetings during 1995. All
incumbent directors attended 75% or more of the meetings of the Board of
Directors.
The Company's audit committee, composed of Messrs. Howard and Langford,
met two times during 1995. Mr. Langford attended both meetings and Mr.
Howard attended one meeting. The audit committee reviews and approves all
services to be performed by independent auditors and the fees therefor,
consults with independent auditors and management with respect to internal
controls and other financial matters and reviews the results of the year-end
audit and other reports of independent auditors.
The compensation committee, composed of Messrs. Lederer and Hampton, met
two times during 1995 and both members attended both meetings. The functions
of the compensation committee are to review executive compensation and
benefit plans and recommend changes therein and to make recommendations to
the Board of Directors concerning executive salaries and incentive plans for
the Company.
Compensation Committee report
REPORT OF THE COMPENSATION COMMITTEE
ON EXECUTIVE COMPENSATION
The Compensation Committee of the Board of Directors (the "Committee")
of Reliability Incorporated submits this report on executive compensation to
the Board of Directors and the Company's shareholders. This report covers
components of executive compensation and the bases of the Committee's
compensation decisions. The Committee's goal is to establish compensation
for executive officers that ensures a fair and competitive salary and
additional incentive compensation which is related directly to the financial
success of the Company and the performance of the officers.
Salary
Salaries for the chief executive officer ("CEO") and each other executive
officer are set annually. The Committee tries to set salaries that are
competitive with those paid by companies of similar size and revenue in the
7
<PAGE>
RELIABILITY INCORPORATED
PROXY STATEMENT
industry. The Company utilizes the currently available American Electronics
Association Executive Compensation Survey ("AEA Compensation Survey") to
determine appropriate and competitive salaries.
The Company completed a restructuring of its operations in early 1993 and
returned to profitability in 1993, after reporting significant losses in
1990, 1991 and 1992. In August, 1993, U.S. salaries were increased for all
employees, including officers; salaries for executives then approximated 1989
salaries. In 1994, the Company's profitability continued and salaries were
raised; the salary of the CEO was increased 8% and the raises for the other
executive officers varied from 4% to 9%. In 1995, the salary of the CEO was
increased 8% and the raises for the other executives varied from 4% to 10%.
The raises in 1994 and 1995 for the CEO and executive officers varied
depending on the performance of the individual executive and the financial
success of the industry segment, division or subsidiary for which the
executive was responsible. In addition, the Committee reviewed the
performance of the Company, its gross, operating, and net profits, the
performance of the Company's officers and the business plan for 1995, as well
as the applicable AEA Compensation Survey to determine appropriate and
competitive salaries. The Committee considered salaries paid by other
companies of similar size and revenues to determine market rate salary using
the 25th percentile results of the AEA Compensation Survey.
Incentive compensation
In addition to base salary, the Company has an incentive bonus plan which
applies to the CEO, all other executive officers and all salaried employees
of the Company. This bonus plan has three components: (1) a quantitative
measure based on the net income before income tax of the Company (a) as a
whole in the case of the CEO and certain other executive officers or (b) the
subsidiary, industry segment or division of the Company for which the
executive is responsible; (2) a qualitative measure which is an evaluation
of each individual's performance during the year, made by the Committee for
the CEO and by the CEO for all other executive officers; and (3) a target
bonus. The Committee's approach to incentive bonuses is to establish
incentives at a pay-for-performance level which allows the executive to be
compensated in total at a competitive rate. Each year the Committee
establishes the target bonus for the CEO and each executive officer and
approves the payment of bonuses, if any, based on achieving predetermined
goals. The CEO and executive officers are only eligible for bonuses when the
Company as a whole and/or the operating division for which such officer is
responsible is profitable. The actual bonus for the CEO was 31% of salary
in 1993. Bonuses ranging from 3% to 26% were paid to other executive
officers for 1993. Target bonuses, for 1994, ranged from 30% of salary for
the CEO (up from 20% in 1993) to 22.5% for executive officers (up from 15%
in 1993); the actual bonus paid, in 1994, to the CEO was 56% of his salary
and ranged from 26% to 37% of salary for the executive officers. Actual
bonus amounts for any or all officers can exceed target bonuses when the
Company's (or the subsidiary, division or industry segment for which the
officer is responsible) net income exceeds income goals set at the beginning
of the year and an individual officer's performance exceeds a rating of 1.0,
and will be less than target bonuses if the appropriate net income before
taxes does not reach the specified goals or an individual officer's
performance is judged to be between 0 and 1.0. Target bonuses, for 1995,
ranged from 35% of salary for the CEO to 26.5% for executive officers. The
actual bonus paid, in 1995, to the CEO was 124% of his salary and ranged from
11% to 103% of salary for the executive officers. In 1995, the Committee and
the CEO considered the significant improvements in revenues, net income and
8
<PAGE>
RELIABILITY INCORPORATED
PROXY STATEMENT
net income before income tax as a percent of revenues from 9% in 1993 to 12%
in 1994 and 18% in 1995. The high level of the Company's income in 1995
resulted in income factors coupled with individual performance factors being
set at levels that resulted in the CEO and certain executive officers
receiving total compensation for 1995 at approximately the third quartile of
the AEA Compensation Survey. All salaried employees of the Company received
a bonus in 1995; such bonuses ranged from 10% of base salary to 62% of base
salary, exclusive of bonuses paid to executive officers.
Benefits
The CEO and other executive officers are not entitled to any additional
benefits which are not also provided to all full-time salaried employees.
Respectfully submitted,
W.L. Hampton
A.C. Lederer, Jr.
9
<PAGE>
RELIABILITY INCORPORATED
PROXY STATEMENT
Remuneration of directors and executive officers
The following table provides information as to the compensation paid by the
Company and its subsidiaries, during fiscal year 1995, to the chief executive
officer and the four other highest paid executive officers and directors
whose remuneration exceeded $100,000 in 1995.
Annual Compensation
------------------------------------
(a) (b) (c) (d) (e) (i)
Name and Annual Other All Other
Principal Salary Bonus CompensationCompensation
Position Year ($) ($) ($) ($) (1)
---------- ---- ------ ----- ------------------------
Larry Edwards, 1995 137,514 170,415 -0- 4,045
President, Chairman 1994 127,506 72,219 -0- 3,825
of the Board, and 1993 109,850 34,449 -0- 3,296
Chief Executive Officer
J.E. (Jim) Johnson, 1995 96,766 99,233 -0- 2,846
Vice President 1994 91,140 26,259 -0- 2,734
1993 84,220 17,332 -0- 2,527
James M. Harwell, 1995 86,587 89,413 -0- 2,547
Vice President 1994 79,056 29,785 -0- 2,372
1993 69,928 18,503 -0- 884
Paul Nesrsta, 1995 87,003 84,222 -0- 2,559
Vice President 1994 81,978 21,802 -0- 1,640
1993 77,666 13,700 -0- 1,361
Max T. Langley, Senior 1995 96,753 73,828 -0- 2,846
Vice President, Chief 1994 92,712 34,461 -0- 2,781
Financial Officer, 1993 85,196 17,533 -0- 2,556
Secretary and Treasurer
- - --------------------
The Company does not provide any long-term compensation plans for executive
officers, thus columns (f), (g) and (h) are omitted from the above table.
(1) Amounts shown in this column represent the Company's matching and
annual contributions to the Employee Stock Savings Plan for the benefit
of the named individual.
- - --------------------
The Company sponsors an Employee Stock Savings Plan (the "Plan"). All
U.S. employees of the Company who have completed one year of service are
covered by the Plan. The Plan allows an employee to contribute up to 15% of
defined compensation to the Plan. Contributions to the Plan by executive
officers have been limited (6% in 1995 and 1994) by provisions of the
Internal Revenue Code. The Company contributes a matching amount to the Plan
equal to 50% of the employee's contribution, to a maximum of 2%, for
employees who contribute 2% or more. The Company also contributes, as a
voluntary contribution, an amount equal to 1% of the defined compensation of
all covered employees.
10
<PAGE>
RELIABILITY INCORPORATED
PROXY STATEMENT
The Company has no long-term compensation plans, awards or
arrangements. The Company has no stock appreciation rights or option plans
and grants no options or stock rights. The Company has no long-term
incentive plan, defined benefit or actuarial plan, employment contracts or
termination of employment or change in control agreements with any executive
officer.
Compensation to directors
Non-employee directors are paid a fee of $1,000 per month and do not
receive any other salary or compensation. Mr. Langford, who does not reside
in Houston, Texas, has waived his fee, but is reimbursed for expenses in
attending meetings.
Performance graph
The following performance graph compares the five year cumulative total
return to shareholders for the Company's Common Stock to the Nasdaq Non-
Financial Stocks Index (which includes the Company) and to the Nasdaq Stock
Market (US) CRSP Total Return Index. The graph assumes that the value of the
investment in the Company's Common Stock and each index was $100 at December
31, 1990, and that all dividends (the Company did not pay any dividends) were
reinvested.
Comparison of Five-Year Cumulative Total Return
Among Reliability Common Stock, Nasdaq Non-Financial Stocks
Index and Nasdaq Stock Market Total (U.S. Companies) Return Index
For Years Ended December 31,
---------------------------
1990 1991 1992 1993 1994 1995
---- ---- ---- ---- ---- ----
Reliability Common Stock $100 $133 $183 $450 $303 $950
Nasdaq Non-Financial Stocks 100 161 176 203 195 268
Nasdaq Stock Market Total Return 100 161 187 215 210 296
Compensation Committee interlocks and insider participation
The compensation committee is composed of Messrs. Lederer and Hampton.
Neither person is an officer or employee of the Company or any of its
subsidiaries. No director or executive officer of the Company serves as a
director (or a member of the compensation committee or other group performing
equivalent functions) of another entity, of which any executive officer or
director serves as a director of the Company.
Independent auditors
The Board of Directors has appointed Ernst & Young LLP as independent
auditors of the Company for 1996. Ernst & Young LLP has served as the
Company's independent auditors since 1974. A representative of such firm is
expected to be present at the meeting, will be given the opportunity to make
a statement if he desires to do so and will respond to appropriate questions.
11
<PAGE>
RELIABILITY INCORPORATED
PROXY
THE TRANSACTION OF OTHER BUSINESS
As of the date of this proxy statement, the Board of Directors has no
knowledge of business other than that described above which will be presented
for consideration at this meeting. With respect to any other business which
may properly come before the meeting or any adjournment, it is intended that
proxies will be voted in accordance with the judgement of the person or
persons voting them.
Proposals by shareholders for 1997 annual meeting of shareholders
Shareholders desiring to present proposals to the shareholders of the
Company at the 1997 annual meeting of shareholders, and to have such
proposals included in the Company's proxy statement and proxy, must submit
their proposals to the Company so as to be received no later than January 2,
1997.
By order of the Board of Directors,
Larry Edwards
Chairman
Date: March 21, 1996
THE COMPANY WILL FURNISH WITHOUT CHARGE TO ANY PERSON WHOSE PROXY IS
SOLICITED, ON WRITTEN REQUEST FROM SUCH PERSON DELIVERED TO INVESTOR
RELATIONS MANAGER, P.O. BOX 218370, HOUSTON, TEXAS 77218, A COPY OF THE
COMPANY'S ANNUAL REPORT TO THE SECURITIES AND EXCHANGE COMMISSION ON FORM
10-K FOR 1995.
12
<PAGE>
RELIABILITY INCORPORATED
PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS FOR THE
ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON APRIL 24, 1996.
The undersigned hereby appoints Larry Edwards and Max T. Langley,
or either of them, with full power of substitution, attorneys and
proxies of the undersigned to vote all shares of Common Stock of
P Reliability Incorporated (the "Company") which the undersigned is
entitled to vote at the annual meeting of shareholders of the Company
to be held on April 24, 1996, at the offices of the Company, at 10:00
a.m., Houston time, and any adjournment thereof:
R
1. Election of Directors, Nominees:
Larry Edwards, W. L. Hampton,
O
John R. Howard, Thomas L. Langford,
A.C. Lederer, Jr.
X
2. In their discretion, upon such other matters as may come before
the meeting or any adjournment thereof.
All as described in the Notice of Annual Meeting of Shareholders
Y and Proxy Statement, receipt of which is hereby acknowledged.
You are encouraged to specify your choices by marking the appropriate boxes,
SEE REVERSE SIDE, BUT YOU NEED NOT MARK ANY BOXES IF YOU WISH TO VOTE FOR THE
BOARD OF DIRECTORS' NOMINEES. The Proxies cannot vote your shares unless you
sign and return this Card.
-------------
/ SEE REVERSE /
/ SIDE /
-------------
13
<PAGE>
---- Please mark SHARES IN YOUR NAME
/ X / your votes as
- - ----- in this example
FOR WITHHELD
ALL FROM
NOMINEES ALL
NOMINEES
1. Election of ---- ----
Directors / / / /
(see reverse) ----- -----
For, except vote withheld from the following nominee(s):
-------------------------------------------------------
SIGNATURE(S) DATE
----------------------------------------- ----------
SIGNATURE(S) DATE
----------------------------------------- ----------
Note: Please sign exactly as name appears hereon. Joint owners should each
sign. When signing as attorney, executor, administrator, trustee or
guardian, please give full title as such.
14