SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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
- ---
Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
- ---
BIOSEARCH MEDICAL PRODUCTS, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than 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)(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:
________________________________________________________________________________
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>
PRESIDENT'S MESSAGE
To Our Shareholders
In 1996, as I reported to you last year, our two year agreement with Sherwood
Davis & Geck expired on May 19th. We, however, continue to make product for
Sherwood on a purchase order basis. Our total sales to Sherwood in 1996 amounted
to $1,950,000.
Our R & D efforts focus on endoscopic products in 1996 and we are awaiting
F.D.A. approval on an improved biopsy forceps and tripod graspers which will
further augment our existing product line for flexible gastroenterology and
endoscopy.
Our sales network was financially handicapped during 1996, yet was able to
increase our selling opportunities for endoscopic accessories as well as our
anorectal biofeedback device for fecal dysfunction, mostly on the international
side.
As reported in 1995, the Company continued its arrangement with Sims/Portex for
the distribution of its intermittent urinary catheter coated with Hydromer(R).
The product launch was delayed until April 1997. The Company has a committment
with Sims/Portex for 1997 and is negotiating a long term sales agreement. The
Company is also ready to introduce its own intermittent urinary catheter in the
United States in 1997 while awaiting F.D.A approval on its biofeedback unit for
urinary incontinence for males & females. This will further broaden our urinary
product line.
The enthusiasm of our co-workers to stay with us through very trying times and
their dedication to make this company a success, coupled with the excellent
reception of our products both domestically and internationally, while hampered
financially, are the reasons for our continuous cautious outlook in 1997 and
beyond.
Many hurdles, however, remain in our way. Our ability to continue is dependent
upon our success at generating sufficient cash flow or obtaining additional
financing required to meet our long-term obligations, to support our working
capital needs and sustain the Company as it strives to generate profitable
revenue levels.
We again remain poised to face this challenge and look forward to a strong
business relationship with all our valued customers.
Manfred F. Dyck
President & CEO
April 2, 1997
<PAGE>
BIOSEARCH MEDICAL PRODUCTS, INC.
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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD JUNE 18, 1997
-------------------------------
Somerville, New Jersey
May 9, 1997
TO THE HOLDERS OF COMMON STOCK OF
BIOSEARCH MEDICAL PRODUCTS, INC.:
The Annual Meeting of the Shareholders of BIOSEARCH MEDICAL PRODUCTS, INC.
will be held at the RYLAND INN, U.S.ROUTE 22 WEST, WHITEHOUSE, NJ 08876,
Wednesday, June 18, 1997, at 10:00 AM, for the following purposes, as more fully
described in the accompanying Proxy Statement:
1. To elect directors of the Company for the ensuing year.
2. To transact such other business as may properly come before the
Meeting or any adjournment or adjournments thereof.
The close of business on May 1, 1997 has been fixed by the Board of
Directors as the record date for the determination of shareholders entitled to
notice of, and to vote at, the Meeting.
By Order of the Board of Directors,
Robert J. Moravsik, Secretary
You are cordially invited to attend the Meeting in person. If you do not
expect to be present, please mark, sign, and date the enclosed form of Proxy and
mail it in the enclosed return envelope, which requires no postage if mailed in
the United States, so that your vote can be recorded.
<PAGE>
PROXY STATEMENT
This Proxy Statement, which will be mailed commencing on or about May 9,
1997 to the persons entitled to receive the accompanying Notice of Annual
Meeting of Shareholders, is provided in connection with the solicitation of
Proxies on behalf of the Board of Directors of Biosearch Medical Products, Inc.,
for use at the Annual Meeting of Shareholders to be held on June 19, 1997, and
at any adjournment or adjournments thereof, for the purposes set forth in such
Notice. The Company's executive office is located at 35 Industrial Parkway,
Somerville, New Jersey 08876.
At the close of business on May 1, 1997, the record date stated in the
accompanying Notice, the Company had outstanding 2,202,858 shares of common
stock, without par value (the "Common Stock"), each of which is entitled to one
vote with respect to each matter to be voted on at the Meeting. The Company has
no class or series of stock outstanding other than the Common Stock.
On May 1, 1997, Manfred F. Dyck, President and a director of the Company,
beneficially owned approximately 17.7% of the outstanding Common Stock of the
Company, and his wife, Ursula M. Dyck, a director of the Company, beneficially
owned an additional 1.5% of the Common Stock. Such ownership may enable such
shareholders to exercise a controlling influence over the Company's affairs.
I. ELECTION OF DIRECTORS
(PROPOSAL I)
Six directors will be elected at the Annual Meeting of Shareholders, each
to serve for one year and until a successor shall have been chosen and
qualified. It is the intention of each of the persons named in the accompanying
form of Proxy to vote the shares represented thereby in favor of the six
nominees listed in the following table, unless otherwise instructed in such
Proxy. Each such nominee is currently serving as a director. In case any of the
nominees are unable or decline to serve, such persons reserve the right to vote
the shares represented by such Proxy for another person duly nominated by the
Board of Directors in such nominee's stead or, if no other person is so
nominated, to vote such shares only for the remaining nominees. The Board of
Directors has no reason to believe that any person named will be unable or will
decline to serve. Certain information concerning the nominees for election as
directors is set forth below. Such information was furnished by them to the
Company.
<PAGE>
NOMINEES FOR ELECTION
AMOUNT AND NATURE
OF BENEFICIAL
OWNERSHIP OF PERCENT OF
NAME, AGE, & PRINCIPAL COMMON STOCK OUTSTANDING
OCCUPATION AS OF MAY 1, 1997 (1) SHARES
- ---------------------- --------------------- -----------
MANFRED F. DYCK, age 61; President of 390,863 (2) 18.0
the Company since 1975; Director, CEO &
President: Hydromer, Inc., (developer
and marketer of polymeric complexes).
Director of the Company since 1975.
URSULA M. DYCK, age 62; 33,516 (3) 1.9
Vice President, Sales of
Company from 1991 to 1996;
Director: Hydromer, Inc.;
Director of the Company
since 1975.
DAVID M. SCHRECK, M.D. age 43; 8,000(4) 0.4
Chief, Department of Emergency Medicine,
Medical Director, Muhlenberg Regional
Medical Center since 1991; also
President EMO Medical Officiers in
Livingston, NJ. Director of the Company
since April 1996.
FREDRICK A. PERL, MD, age 69 8,000(4) 0.4
Attending staff, Somerset Medical
Center since 1957; Consulting staff
Ocstetrics and Gynecology, Carrier
Clinic since 1959; Affiliated with
St. Peter's Medical Center, active staff
Since 1994, Director of the Company
since December 1996
<PAGE>
AMOUNT AND NATURE
OF BENEFICIAL
OWNERSHIP OF PERCENT OF
NAME, AGE, & PRINCIPAL COMMON STOCK OUTSTANDING
OCCUPATION AS OF MAY 1, 1997 (1) SHARES
- ---------------------- --------------------- -----------
KLAUS J.H. MECKELER, M.D. age 63; 8,000(4) 0.4
Clinical Professor of Medicine
UMDNY, Robert Wood Johnson Medical School
Former Chief of Gastroenterology
and Director of Endoscopic Clinic
(a clinic specializing in
gastrointestinal disorders)
Somerset Medical Center, since
1966; Director of the
Company since January 1984.
HERBERT W. MARACHE, age 69; 8,200 (5) 0.4
Senior Vice President, Janney
Montgomery Scott Inc. since March
1988. Prior to March 1988 Director
and Vice President of Moseley Securities
Corp., (an investment banker).
- ---------------
(1) Except as otherwise indicated, as of May 1, 1997, each nominee had sole
voting and investment power with respect to all shares shown in the table
as beneficially owned by such nominee.
(2) Includes an aggregate of 3,549 shares held by Mr. Dyck as custodian for
certain of his children, and includes 13,013 shares held with sole voting
and investment power by certain other of Mr. Dyck's children; also includes
19,250 stock options in Mr. Dyck's name and 10,332 options in the name of
Mr. Dyck's son Martin. Excludes shares held by Ursula M. Dyck, his wife,
individually or as custodian (see note 3 below).
(3) Includes an aggregate of 3,729 shares held by Mrs. Dyck as custodian for
certain of her children but does not include any shares held with sole
voting and investment power by certain of Mrs. Dyck's children, as to which
Mrs. Dyck disclaims beneficial ownership or shares held by Manfred F. Dyck,
her husband, individually or as custodian (see note 2 above).
(4) These 8,000 shares are issuable in respect of stock options held by Dr.
Klaus J.H. Meckeler, Dr. Frederick Perl and Dr. David Schreck granted for
services rendered as Board Members.
(5) Includes 8,000 shares issuable in respect to options granted to Mr.
Marache.
No family relationship exists between any of the directors or executive
officers of the Company, except that Manfred F. Dyck and Ursula M. Dyck are
husband and wife and Martin C. Dyck who serves as the Company's Vice President
of Manufacturing is their son.
BOARD MEETINGS
During the past year, the Board of Directors of the Company met nine times.
Each of the persons named above attended at least seventy-five percent (75%) of
the meetings of the Board of Directors and meetings of any committees of the
Board on which such person served which were held during the time that such
person served, except for Dr. Perl who was not a member of the Board of
Directors until December 1996, Dr. Schreck who joined the Board in April of 1996
and Mr. Marache who suffered an illness in 1996 for a period of 6 months.
COMMITTEES IN GENERAL
The Board of Directors of the Company does not have a Nominating Committee
or a Compensation Committee. In June of 1989 the Company formed an Audit
Committee to oversee the auditing process and evaluate the performance of the
outside accountants. The Audit Committee met on one occasion in 1996. The Board
of Directors approved a practice in 1990 whereby the outside directors are to
approve the raises of all employees whose salaries are above $50,000 a year.
SECTION 16 FILING OBLIGATIONS
During 1996 all directors and officers have complied with their obligation
to file the reports which are required by Section 16(a) of the Exchange Act. The
Company is not aware of any failure on the part of beneficial owners of more
then 10% of the outstanding common stock of the Company, to file timely reports.
<PAGE>
SUMMARY COMPENSATION TABLE
The following table sets forth information concerning the CEO and executive
officers of the Company whose cash compensation exceeded $100,000 as of December
31, 1996.
<TABLE>
<CAPTION>
Long Term Compensation
-----------------------------
Annual Compen. Awards Payouts
-------------- Other --------- -------
Name Annual Restricted All Other
and Compen- Stock LTIP Compen-
Principle sation Award Options/ Payouts sation
Position Year Salary($) Bonus($) ($){1} ($) SARs(#){2} ($) ($)
- -------- ---- --------- -------- ------ -------- ---------- -------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Manfred F. Dyck 1996 192,500 0 16,760 0 0 0 0
1995 192,500 0 16,210 0 0 0 0
1994 157,471 0 14,000 0 19,250 0 0
</TABLE>
No other executive qualifies for inclusion in this table.
Notes:
1. Prior to 1993 Mr. Dyck was supplied with a 1983 automobile
which has been fully depreciated by the Company. In 1993 and in
lieu of a $5000 automobile allowance given to other executives,
the Company transferred title of this 1983 car to Mr. Dyck.
2. On April 6, 1994 Mr. Dyck was granted 19,250 options to
purchase Company stock at $0.50; all options have vested as of
May 1, 1997. (See Options granted).
The Company has customary medical and group life insurance programs. See
"Certain Employee Benefit Arrangements" below. See also "Certain Agreements with
Directors and Executive Officers" and "Other Information Concerning Directors,
Officers, and Shareholders" below. The Company makes certain benefits not
described elsewhere herein available to its executive officers with a view to
acquiring and retaining qualified personnel and facilitating job performance.
The Company considers such benefits to be ordinary and incidental business costs
and expenses. The aggregate value of such benefits in the case of each executive
officer in the above table, which cannot be precisely ascertained, but is less
than the lesser of (a) 10% of the total salary and bonus paid to each executive
officer or (b) $50,000 as the case may be, is not included in such table.
<PAGE>
OPTION GRANTED
The Board of Directors granted Manfred F. Dyck, as Chairman of the Board,
the authority to grant options for up to 3,600 shares of the Common Stock of the
Company to key employees of, and consultants to, the Company. The exercise price
of the options is $5.00 per share, and the other terms and conditions of the
options are to be determined at the discretion of the Chairman of the Board. In
1996 none of these options were granted.
On April 6, 1994 Stock Options to purchase 133,515 shares at $0.50 were
awarded to 13 managerial and executive employees including Manfred F. Dyck who
received 19,250. These options vested on April 7, 1997. The options expire if
the employee resigns. It was the Company's opinion that such awards are
necessary to retain the companies experienced executive and managerial staff.
OPTION GRANTS IN LAST FISCAL YEAR
% of Total
Options Exercise or
Granted Base Price Expir-
Options in Per Share ation
Name Granted Fiscal Year ($/sh) Date
---- ------- ----------- ---------- ------
Dr. David Schreck 8000 100 .20 5/30/2001
Note: In February 1997, Dr. Frederick Perl was granted 8000 options at $.17
expiring 2/2002. These options vest at the rate of 25% every three months until
fully vested in 2/1998.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR END OPTION STATUS
<TABLE>
<CAPTION>
Number of Unexercised
Options Held at Val.of Unexer, in the money
Fisc. Year End (#) Options at Fiscal Year End ($)
Shares -------------------------- ------------------------------
Acquired when Value Exercis- Unexercis- Exercis- Unexercis-
Name Exercised(#) Realized($) able able able able
---- ------------- ----------- -------- ---------- -------- -----------
<S> <C> <C> <C> <C> <C> <C>
Manfred F. Dyck, CEO, BD -- -- 23,850 0 0 0
</TABLE>
LONG-TERM STOCK INCENTIVE PLAN AWARDS
The Company did not have such a plan in effect for the fiscal year 1996 and
has no present intention to establish such a plan.
<PAGE>
PROFIT SHARING RETIREMENT PLAN
The Company has a "401K" Plan in effect for all of its employees. Subject
to the discretion of the Company, exercised each year, it contributes 33 1/3% of
employee contributions up to 6% to the plan. Effective May 1, 1991, the Company
has discontinued the contribution subject to further action by the Board. The
full costs of administering the plan, which includes service fees paid to an
insurance company for administering the plan and monies paid to the Company's
auditors to provide an audit report, will be borne by the Company.
CERTAIN AGREEMENTS WITH DIRECTORS AND EXECUTIVE OFFICERS
Mr. Dyck has an employment agreement with the Company which provides a
minimum annual salary of $193,000, and a 6-month notice of termination. The
Company was obligated to maintain "key man" life insurance to fulfill its
obligations in part under this Agreement as long as Mr. Dyck had to guarantee
any obligation of the Company. Mr. Dyck was required to devote at least 90% of
his business time to the affairs of the Company. On January 1, 1993 the Company
and Mr. Dyck agreed that his annual salary would be reduced to $96,500 and he
would be required to work on a part time basis of three days per week. On June
4, 1994 Mr. Dyck's salary was increased to the full time amount of $193,000 per
year. In December as part of a cost reduction plan, Mr. Dyck voluntarily agreed
to a salary reduction to $150,000 per year. On February 5, 1997 Mr. Dyck
presented the Board with a cost reduction program which resulted in his salary
being reduced to $97,500/year based on a three day work week.
For services rendered to the Company certain directors of the Company were
granted options to purchase Common Stock of the Company. (See "Options Granted"
above.)
Each director of the Company is entitled to receive compensation in the
amount of $750 for each meeting of the Board of Directors attended either in
person or telephonically, and $200 for each specially called telephonic
conference meeting. In December of 1996 and until further notice the Board
agreed to accrue, but not pay Directors fees.
INFORMATION CONCERNING CERTAIN SHAREHOLDERS
The shareholders (including any "group" as that term is used in Section
13(d) (3) of the Securities Exchange Act of 1934), who, to the knowledge of the
Board of Directors of the Company, owned beneficially more than 5% of any class
of the outstanding voting securities of the Company as of May 1, 1997, each
Director of the Company who owned beneficially shares of Common Stock and all
Directors and Officers of the Company as a group, and their respective share
holdings as of such date (according to information furnished by them to the
Company), are set forth in the following table. Except as indicated in the
footnotes to the table, all of such shares are owned with sole voting and
investment power. The company has one class of shares.
<PAGE>
SHARES OF COMMON STOCK
NAME AND OWNED BENEFICIALLY AS OF PERCENT
ADDRESS MAY 1, 1997 OF CLASS
- -------- ------------------------ --------
Manfred F. Dyck 390,863 (1) 17.7
255 Holland Road
Far Hills, NJ 07931
Ursula M. Dyck 33,516 (2) 1.5
255 Holland Road
Far Hills, NJ 07931
Frederick A. Perl 8,000 (3) 0.4
951 North Mountain Ave.
Boundbrook, NJ 08805
David M. Schreck 8,000 (3) 0.4
80 Division Ave.
Summit, NJ 07901
Klaus J.H. Meckeler 8,000 (3) 0.4
720 Route 202-206
Bridgewater, NJ 08807
Herbert W. Marache, Jr. 8,200 (4) 0.4
417 West Lyon Farm Dr.
Greenwich, CT 06831
Steve N. Bronson 239,494 10.9
2101 W. Commercial Blvd, Suite 1500
Ft. Lauderdale, Florida 33309
All Directors and Officers 465,679 (5) 21.1
as a Group (9 persons)
(1) Includes an aggregate of 3,549 shares held by Mr. Dyck as custodian for
certain of his children and includes 13,013 shares held with sole voting
and investment power by certain of Mr. Dyck's children, also includes
19,250 stock options in Mr. Dyck's name and 10,332 options in the name of
Mr. Dyck's son Martin. Does not include shares held by Ursula M. Dyck, Mr.
Dyck's wife, individually or as custodian (see note 2 below).
(2) Includes an aggregate of 3,729 shares held by Mrs. Dyck as custodian for
certain of her children but does not include any shares held with sole
voting and investment power by certain of Mrs. Dyck's children, as to which
Mrs. Dyck disclaims beneficial ownership or shares held by Manfred F. Dyck,
her husband, individually or as custodian (see note 1 above).
<PAGE>
(3) These 8,000 shares are issuable in respect of stock options held by these
individuals granted as part of their services to the Company as Board
members.
(4) Includes 8,000 shares issuable pursuant to options granted to Mr. Marache.
(5) Includes options presently held by Officers, see "Options Granted Outside
Of Stock Option Plan."
OTHER INFORMATION CONCERNING DIRECTORS,
OFFICERS AND SHAREHOLDERS
The Company, during 1996 was a party to various transactions with Hydromer,
Inc. Hydromer provides the Company with chemicals and analytical services. In
1996 the Company purchased approximately $35,000 worth of goods and services
from Hydromer and billed Hydromer for approximately $15,000 for services and out
of pocket expenses incurred in its behalf (the Company provides secretarial
services to Hydromer at $500 per month). In addition, the Company paid Hydromer
$$37,000 representing a minimum royalty fee for a patent/know-how license
concerning the Hydromer coatings. Manfred F. Dyck and Ursula M. Dyck, both of
whom are Officers or Directors of the Company, are also directors of Hydromer.
Mr. Manfred Dyck is the President and CEO of Hydromer. In total they hold 43%
(on a fully diluted basis) of the capital stock of Hydromer. The Company
believes that the terms of the foregoing arrangement are fair and equitable to
both parties.
Beginning in 1993 and until July 1995 the General Counsel of the Company
provided license consulting services to Hydromer at a monthly fee of $1,000.
Thereafter he was hired by Hydromer on a part time one day per week basis as a
Contract Administrator.
In 1996 the Company established a medical advisory board consisting in part
of the three Directors of the Company who are M.D.'s. Directors Meckeler, Perl
and Schreck have not been compensated for the meetings attended but the Company
expects to formulate a policy in the future pertaining to advisory boards.
<PAGE>
II. RELATIONSHIP WITH INDEPENDENT ACCOUNTANTS
The Board of Directors has selected Amper, Amper, Politziner & Mattia to
serve as independent accountants for the Company for the fiscal year ending
December 31, 1996. The Board of Directors considers this firm to be eminently
qualified.
A representative of Amper, Politzner & Mattia will be present at the
Meeting with the opportunity to make a statement, if such representative desires
to do so, and will be available to respond to appropriate questions.
III. OTHER MATTERS
The Board of Directors of the Company does not know of any other matters
which may be brought before the Meeting. However, if any such matters are
properly presented for action, it is the intention of the person named in the
accompanying form of Proxy to vote the shares represented thereby in accordance
with their judgment on such matters.
IV. MISCELLANEOUS
If the accompanying form of Proxy is executed and returned, the shares of
Common Stock represented thereby will be voted in accordance with the terms of
the Proxy, unless the Proxy is revoked. If no directions are indicated in such
Proxy, the shares represented thereby will be voted in the election of directors
IN FAVOR OF the items proposed by the Board of Directors. Any Proxy may be
revoked at any time before it is exercised. The casting of a ballot at the
Meeting by a shareholder, who may have already given a Proxy, will have the
effect of revoking the same.
All costs relating to the solicitation of Proxies will be borne by the
Company. Proxies will be solicited by the Company by mail and the Company may
pay brokers and other persons holding shares of stock in their names or those of
their nominees for their reasonable expenses in sending soliciting material to
their principals.
It is important that Proxies be returned promptly. Shareholders who do not
expect to attend the Meeting in person are urged to mark, sign, and date the
accompanying form of Proxy and mail it in the enclosed return envelope, which
requires no postage if mailed in the United States, so that their votes can be
recorded.
SHAREHOLDER PROPOSALS
Shareholder proposals intended to be presented at the 1998 Annual Meeting
of Shareholders of the Company must be received by the Company by January 15,
1998 in order to be considered for inclusion in the Company's Proxy Statement
relating to such Meeting.
<PAGE>
BIOSEARCH MEDICAL PRODUCTS, INC. ANNUAL MEETING TO BE HELD ON 06/18/97 AT 10:00
A.M. EDT FOR HOLDERS AS OF 05/01/97
5784 1-0001 THIS FORM IS PROVIDED FOR INFORMATIONAL PURPOSES ONLY.
PLEASE DO NOT USE IT FOR VOTING PURPOSES.
CUSIP: 090660200 CONTROL NO.
DIRECTORS
- ---------
DIRECTORS RECOMMEND: A VOTE FOR ELECTION OF THE FOLLOWING DIRECTORS
1-01-MANFRED F. DYCK, 02-URSULA M. DYCK, 03-KLAUS J.H. HECKELER, MD,
04-HERBERT W. MARACHE, JR., 05-FREDERICK L. PERL, M.D.,
06-DAVID M. SCHRECK, M.D.
DIRECTORS
PROPOSALS RECOMMEND
- --------- ---------
"NOTE" SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE
MEETING OR ANY ADJOURNMENT THEREOF
|FOLD AND DETACH HERE
|
| BIOSEARCH MEDICAL PRODUCTS, INC.
| 06/18/97 AT 10:00 A.M. EDT 553 ITEM(S)
| 1296021 SHARE(S)
|
| DIRECTORS
| ---------
| [MARK 'X' FOR ONLY ONE BOX]
|
| 1 [ ] FOR ALL NOMINEES
|
| [ ] WITHHOLD ALL NOMINEES
|
| [ ] WITHOLD AUTHORITY TO VOTE FOR
| ANY INDIVIDUAL NOMINEE. WRITE
| NUMBER(S) OF NOMINEE(S) BELOW.
|
| USE NUMBER ONLY __________________
|
|
| FOR AGAINST ABSTAIN
| [ ] [ ] [ ] PLEASE INDICATE YOUR PROPOSAL SELECTION BY
| FIRMLY PLACING AN 'X' IN THE APPROPRIATE
| [ ] [ ] [ ] NUMBERED BOX WITH BLUE OR BLACK INK ONLY.[X]
|
| [ ] [ ] [ ] SEE VOTING INSTRUCTION NO. 1 ON REVERSE
|
| ACCOUNT NO:
| FOR AGAINST ABSTAIN CUSIP: 090660200
|
| [ ] [ ] [ ] CONTROL NO:
|
| [ ] [ ] [ ] CLIENT NO:
|
| [ ] [ ] [ ] PLACE "X" HERE IF YOU PLAN TO [X]
| VOTE YOUR SHARES AT THE MEETING
|
| FOR AGAINST ABSTAIN
| ADP
| [ ] [ ] [ ]
|
| [ ] [ ] [ ]
| 51 MERCEDES WAY
| [ ] [ ] [ ] EDGEWOOD NY 19717
|
|
| FOR AGAINST ABSTAIN
|
| [ ] [ ] [ ]
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| [ ] [ ] [ ]
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| [ ] [ ] [ ]
|
| FOR AGAINST ABSTAIN
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| [ ] [ ] [ ]
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| [ ] [ ] [ ]
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| [ ] [ ] [ ]
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| _____________________________ ____________
| SIGNATURE(S) DATE
|
|
|FOLD AND DETACH HERE
