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:
[ ] 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 Section 240.14a-11(c) or Section
240.14a-12
BINGO & GAMING INTERNATIONAL, INC.
(Name of Registrant as Specified in its Charter)
N/A
(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)(4) and
0-11.
1) Title of each class of securities to which transaction
applies: N/A
2) Aggregate number of securities to which transaction applies:
N/A
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: N/A
4) Proposed maximum aggregate value of transaction: N/A
5) Total fee paid: $0.
[ ] 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: $0.
2) Form, Schedule or Registration Statement No.: N/A
3) Filing Party: N/A
4) Date Filed: N/A
BINGO & GAMING INTERNATIONAL, INC.
11006 Metric Boulevard
Austin, Texas 78758
(512) 490-0065
__________________
PROXY STATEMENT
__________________
Purpose.
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of Bingo & Gaming International, Inc., an
Oklahoma corporation (the "Company"), to be voted at the annual meeting of
stockholders of the Company (the "Meeting"). The Meeting is to be held at
LaQuinta Inn & Suites, 11901 N. Mo-Pac Expressway, Austin, Texas, on
Wednesday, September 24, 1997, at 10:00 a.m. Central Daylight Time. The
accompanying Notice of Annual Meeting of Stockholders, Annual Report to
Security Holders, this Proxy Statement and the enclosed proxy are first being
mailed to stockholders on or about September 5, 1997.
The cost of preparing, printing and mailing each of these documents and
of the solicitation of proxies by the Company will be borne by the Company.
Solicitation will be made by mail. The Company will request brokers,
custodians, nominees and other like parties to forward copies of proxy
materials to beneficial owners of the Company's $0.001 par value common stock
(the "Common Stock") and will reimburse such parties for their reasonable and
customary charges or expenses in this regard.
Record Date and Outstanding Shares.
The Board of Directors has fixed September 2, 1997, as the record date
for the determination of holders of Common Stock entitled to notice of and to
vote at the Meeting. At the close of business on that date there were
8,418,602 shares of Common Stock outstanding and entitled to vote. Holders of
Common Stock will be entitled to one vote per share held and are not entitled
to cumulative voting rights in the election of directors.
Proxies and Revocability of Proxies.
The enclosed proxy is being solicited by the Board of Directors for use
at the Meeting and any adjournments thereof and will not be voted at any other
meeting. All proxies that are properly executed, received by the Company
prior to or at the Meeting, and not properly revoked will be voted at the
Meeting or any adjournment thereof in accordance with the instructions given
therein.
Any proxy given pursuant to this solicitation may be revoked by the
person giving it at any time before it is voted. Proxies may be revoked by
(i) filing with the President of the Company, at or before the taking of the
vote at the Meeting, a written notice of revocation bearing a later date than
the date of the proxy; (ii) duly executing a subsequent proxy relating to the
same shares and delivering it to the President of the Company before the
Meeting; or (iii) attending the Meeting and voting in person (although
attendance at the Meeting will not in and of itself constitute a revocation of
a proxy). Any written notice revoking a proxy should be sent to Bingo &
Gaming International, Inc., 11006 Metric Boulevard, Austin, Texas 78758,
Attention: George Majewski, Secretary, or hand delivered to the Secretary, at
or before the taking of the vote at the Meeting.
Quorum and Voting.
The presence in person or by proxy of at least one-third (1/3) of the
total number of outstanding shares of Common Stock entitled to vote at the
Meeting is required to constitute a quorum for the transaction of business at
the Meeting. Abstentions and broker non-votes will be considered represented
at the Meeting for the purpose of determining a quorum.
The shares represented by each proxy will be voted in accordance with
the instructions given therein. Where no instructions are indicated, the
proxy will be voted for the nominees to the Board of Directors named in this
Proxy Statement and, at the discretion of the persons named in the proxy, on
any other business that may properly come before the Meeting.
Under applicable law and the Company's Bylaws, if a quorum is present at
the Meeting, the five nominees for election to the Board of Directors who
receive the plurality of votes cast for the election of directors by the
shares present in person or represented by proxy will be elected directors.
Each stockholder will be entitled to one vote for each share of Common Stock
held and will not be entitled to cumulate votes in the election of directors.
Any other matter submitted to a vote of the stockholders at the meeting will
be approved if a majority of votes cast at the Meeting in person or by proxy
vote in favor thereof.
PROPOSAL 1 -- ELECTION OF DIRECTORS
The Board of Directors of the Company will consist of five directors,
each of whom will be elected at the Meeting to serve until his successor is
elected at the next annual meeting of stockholders or until his prior death,
resignation or termination and the qualification of his successor. Unless
directed otherwise, proxies received from stockholders will be voted FOR
election of the following nominees: Reid Funderburk; George Majewski; Robert
H. Hughes; R. E. Wilkin; and Rick Redmond. Four of these nominees (all except
Mr. Redmond) presently serve on the Board of Directors of the Company.
If any nominee is unable to stand for election, the shares represented
by all valid proxies will be voted for the election of such substitute nominee
as the Board of Directors may recommend. The Company is not aware of any
nominee that is or will be unable to stand for election.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" ALL OF THE NOMINEES NAMED
ABOVE FOR DIRECTORS OF THE COMPANY.
The following table sets forth the names and the nature of all
positions and offices held by all directors and executive officers of the
Company for the year ended December 31, 1996, and to the date hereof, and the
period or periods during which each such director or executive officer has
served in his respective position.
Date of Date of
Positions Election or Termination
Name Held Designation or Resignation
Reid Funderburk Chairman and CEO 12/94 *
Director 12/94 *
Henry A. Anawaty, III President and COO 12/94 04/96
Director 12/94 04/96
George Majewski President 04/96 *
Vice President 12/94 *
Secretary 08/95 *
Treasurer 12/94 *
Director 12/94 *
Robert H. Hughes Director 12/94 *
R. E. Wilkin Director 12/94 *
* These persons presently serve in the capacities indicated
opposite their respective names.
The term of office of the current directors shall continue until the
Meeting, at which time a new Board of Directors will be elected. The annual
meeting of the Board of Directors, at which officers for the coming year are
elected, immediately follows the annual meeting of stockholders.
Business Experience of Current Directors and Executive Officers.
Mr. Funderburk, age 44, began engaging in the bingo commercial
lessor business in 1987. Since then, he and/or companies with which he was
associated have owned and/or operated and/or managed thirteen bingo commercial
lessor operations. He has been a director and executive officer of Monitored
and its affiliated companies since their inception. He served as President of
the Texas Bingo Commercial Lessors Association from 1989 through 1993. Mr.
Funderburk has prior experience as the owner of a bank equipment and supply
company and as a real estate developer.
Mr. Majewski, age 54, has been associated with Bingo & Gaming
International, Inc. and its affiliated companies and/or predecessor companies
since 1989. He has prior experience as an owner of businesses in the
entertainment, catering and concessions industries.
Mr. Hughes, age 69, is a retired lawyer and a legislative consultant
in Austin, Texas, having spent much of his time representing various clients
in the charity bingo and amusement machine industry.
Mr. Wilkin, age 65, is a retired CPA and a general business
consultant. He was a practicing CPA with Ernst & Whinney (now Ernst & Young),
an international accounting firm, from 1957 through 1984 and a partner in such
firm from 1969 through 1984. Since then, he has been involved with several
start-up companies, including AmeriCredit Corporation (NYSE).
Mr. Redmond, age 45, is the founding owner and major stockholder of
Lone Star Cafe, Inc., a restaurant chain based in Austin, Texas, with
operations in Texas and Colorado. He serves as Vice President of Real Estate
Acquisitions for that corporation. In addition, Mr. Redmond is General
Partner and majority stockholder of VIP Marina and Volente Beach Club located
on Lake Travis in Austin, as well as General Partner and majority stockholder
of Rolls Oil Company. A retired dentist who practiced dentistry from 1977 to
1992, Mr. Redmond is also majority owner, CEO and founder of Anderson Mill
Dental Center. He received his undergraduate degree from Southern Methodist
University and his DDS from Baylor Dental School.
No family relationship exists between any current director or
executive officer.
Compliance with Section 16(a) of the Exchange Act.
Reid Funderburk, an officer and director, disposed of 125,000 shares
as gifts to various persons on February 6, 1996, as previously reported on
Form 4 of April 30, 1996; 115,000 shares as gifts to various persons on April
8, 1996, as previously reported on Form 4 of April 30, 1996; 50,000 shares as
gifts to various persons on May 8, 1996, as previously reported on Form 4 of
November 27, 1996; and 30,000 shares as gifts to various persons on September
17, 1996 and 25,000 shares as a gift on September 27, 1996, as previously
reported on Form 4 of November 27, 1996. Of these gifted shares, Mr.
Funderburk has a beneficial interest in 90,000 of these shares which were
given to his minor children. Mr. Funderburk disposed on 10,000 shares as a
gift on February 26, 1997, as reported on Form 4 of April 17, 1997, and he
disposed of 10,000 shares as gifts to various individuals on April 21, 1997,
as reported on Form 4 of April 25, 1997.
Henry Anawaty III, a former officer and director, disposed of
1,444,500 shares through the sale of stock to various persons and gifts of an
additional 6500 shares to various individuals on April 16, 1996, as reported
on Form 4 of April 30, 1996.
George Majewski, an officer and director, purchased 1,000 shares
from Mr. Anawaty on April 16, 1996, as reported on Form 4 of November 27,
1996. Mr. Majewski sold 2000 shares of stock on April 2, 1997, as reported on
Form 4 of July 11, 1997.
Robert H. Hughes, a director, purchased 1,000,000 shares from Mr.
Anawaty on April 16, 1996 and disposed of 500,000 shares as gifts to various
individuals on April 16, 1996, as reported on Form 4 of November 27, 1996.
Mr. Hughes disposed of 60,000 shares as a gift to an individual on June 6,
1996, as reported on Form 4 of November 27, 1996, and disposed of 100,000
shares through the sale of stock to an individual on December 30, 1996, as
reported on Form 4 of January 17, 1997. Mr. Hughes disposed on 100,000 shares
of stock through a sale to an individual on March 26, 1997, as reported on
Form 4 of April 25, 1997. He also disposed on 50,000 shares through sales to
individuals on August 13, 1997, which will be timely reported on Form 4 of the
Securities and Exchange Commission.
Involvement in Certain Legal Proceedings.
During the past five years, no present or former director, person
nominated to become a director, executive officer, promoter or control person
of the Company:
(1) Was a general partner or executive officer of any business
by or against which any bankruptcy petition was filed,
whether at the time of such filing or two years prior
thereto;
(2) Was convicted in a criminal proceeding or named the subject
of a pending criminal proceeding (excluding traffic
violations and other minor offenses);
(3) Was the subject of any order, judgment or decree, not
subsequently reversed, suspended or vacated, of any court of
competent jurisdiction, permanently or temporarily enjoining
him from or otherwise limiting, the following activities:
(i) Acting as a futures commission merchant, introducing
broker, commodity trading advisor, commodity pool
operator, floor broker, leverage transaction merchant,
associated person of any of the foregoing, or as an
investment adviser, underwriter, broker or dealer in
securities, or as an affiliated person, director or
employee of any investment company, bank, savings and
loan association or insurance company, or engaging
in or continuing any conduct or practice in connection
with such activity;
(ii) Engaging in any type of business practice; or
(iii) Engaging in any activity in connection with the
purchase or sale of any security or commodity or in
connection with any violation of federal or state
securities laws or federal commodities laws;
(4) Was the subject of any order, judgment or decree, not
subsequently reversed, suspended or vacated, of any federal
or state authority barring, suspending or otherwise limiting
for more than 60 days the right of such person to engage in
any activity described above under this Item, or to be
associated with persons engaged in any such activity;
(5) Was found by a court of competent jurisdiction in a civil
action or by the Securities and Exchange Commission to have
violated any federal or state securities law, and the
judgment in such civil action or finding by the Securities
and Exchange Commission has not been subsequently reversed,
suspended, or vacated.
(6) Was found by a court of competent jurisdiction in a civil
action or by the Commodity Futures Trading Commission to
have violated any federal commodities law, and the judgment
in such civil action or finding by the Commodity Futures
Trading Commission has not been subsequently reversed,
suspended or vacated.
No director, executive officer, affiliate, or any owner of record or
beneficially of more than 5% of any class of voting securities of the Company
is a party adverse to the Company or has a material interest adverse to the
Company.
Certain Relationships and Related Transactions.
Transactions with Management and Others.
During the year ended December 31, 1996, and through the first six
months of 1997, there were no material transactions, or series of similar
transactions, or any currently proposed transactions, or series of similar
transactions, to which the Company or any of its subsidiaries was or is to be
a party, in which the amount involved exceeded $60,000 and in which any
director, executive officer or any security holder who is known to the Company
to own of record or beneficially more than 5% of any class of the Company's
common stock, or any member of the immediate family of any of the foregoing
persons, had an interest. However, Henry A. Anawaty, III, who owns more than
5% of the common stock of the Company, is also an owner of 23.75% of the stock
of Sharm, Inc., a corporation with which the Company transacts more than
$60,000 worth of business in a series of similar transactions. Sharm, Inc.,
operates a bingo hall in which the Company has placed six pre-paid phone card
dispensers. The sale of pre-paid phone cards through this outlet is handled
the same as through the Company's other outlets. Mr. Anawaty is not an
employee or director of the Company.
Certain Business Relationships.
Except as indicated under the heading "Transactions with Management
and Others," during the year ended December 31, 1996, and through the first
six months of 1997, there were no material transactions, or series of similar
transactions, or any currently proposed transactions, or series of similar
transactions, to which the Company or any of its subsidiaries was or is to be
a party, in which the amount involved exceeded $60,000 and in which any
director, executive officer or any security holder who is known to the Company
to own of record or beneficially more than 5% of any class of its common
stock, or any member of the immediate family of any of the foregoing persons,
had an interest.
Indebtedness of Management.
Except as indicated under the heading "Transactions with Management
and Others," during the year ended December 31, 1996, and through the first
six months of 1997, there were no material transactions, or series of similar
transactions, or any currently proposed transactions, or series of similar
transactions, to which the Company or any of its subsidiaries was or is to be
a party, in which the amount involved exceeded $60,000 and in which any
director, executive officer or any security holder who is known to the Company
to own of record or beneficially more than 5% of any class of its common
stock, or any member of the immediate family of any of the foregoing persons,
had an interest.
Committees.
The Board of Directors of the Company maintains a Nominations
Committee, which is composed of R. E. Wilkin, Reid Funderburk and Robert H.
Hughes.
A total of three meetings of the Board of Directors were held during the
Company's last full fiscal year. No incumbent director attended fewer than
75% of such meetings or 75% of the meetings of the Nominations Committee.
Since the date of the last annual meeting of security holders, no
director has resigned or declined to stand for re-election to the Board of
Directors because of any disagreement with the Company on any matter relating
to the Company's operations, policies or practices.
Voting Securities and Principal Holders Thereof.
As of September 2, 1997, the record date for the determination of
holders of Common Stock entitled to notice of and to vote at the Meeting, a
total of 8,418,602 shares of Common Stock were outstanding; such shares are
entitled to a total of 8,418,602 votes on the matters to be voted on at the
Meeting.
The following table sets forth the share holdings of the Company's
directors and executive officers and those persons who owned more than 5% of
the Company's common stock as of August 29, 1997.
Number and Percentage
Name and Address of Shares Beneficially Owned
Reid Funderburk 2,627,374(1) 31.2%
11006 Metric Blvd.
Austin, Texas 78758
Henry A. Anawaty, III 805,722 9.6%
5910 Courtyard Drive Suite 150
Austin, Texas 78731
Robert H. Hughes 490,000 5.8%
1506 West 13th, #12
Austin, Texas 78704
George Majewski 537,461 6.4%
11006 Metric Blvd.
Austin, Texas 78758
R. E. Wilkin 257,600 3.1%
4304 Kirkland Drive
Fort Worth, Texas 76109
________ ______
TOTALS 4,718,157 56.1%
(1) This figure includes the following transfers to certain family
members which took place on October 17, 1995, February 1, 1996 and April 8,
1996: Ashlie Funderburk 10,000 shares, 10,000 shares and 10,000 shares;
Jacklyn Funderburk 10,000 shares, 10,000 shares and 10,000 shares; and Lyndsey
Funderburk 10,000 shares, 10,000 shares and 10,000 shares. This figure does
not include transfers to certain adult children, relatives and friends, as to
which Mr. Funderburk disclaims any beneficial interest.
Changes in Control
None during the year ended December 31, 1996.
Executive Compensation.
The following table shows the cash compensation paid by the Company,
as well as other compensation, for the Company's Chief Executive Officer,
President and directors for the fiscal years 1995 and 1996 and the first six
months of 1997.
SUMMARY COMPENSATION TABLE
Long Term Compensation
Annual Compensation Awards
Name and Other Annual
Principal Position Year Salary Bonus Compensation Options/SARS
- ------------------ ---- ------ ----- ------------ ------------
Reid Funderburk 1995 $67,917 -0- -0- -0-
Chairman, CEO, 1996 $66,000 -0- -0- -0-
Director 1997 $32,500 -0- -0- -0-
George Majewski 1995 $61,500 -0- -0- -0-
President, VP, 1996 $61,000 -0- -0- -0-
Sec./Treasurer, 1997 $30,000 -0- -0- -0-
Director
Robert H. Hughes 1995 -0- -0- -0- -0-
Director 1996 -0- -0- -0- -0-
1997 -0- -0- -0- -0-
R. E. Wilkin 1995 -0- -0- -0- -0-
Director 1996 -0- -0- -0- -0-
1997 -0- -0- -0- -0-
Henry A. Anawaty 1995 $69,116 -0- -0- -0-
Former President 1996 $16,250 -0- -0- -0-
and Director 1997 -0- -0- -0- -0-
Bonuses and Deferred Compensation
None other than as may be set forth in the above table.
Compensation Pursuant to Plans
None other than as may be set forth in the above table. The Company
has adopted an Employment Agreement with each of its executive officers,
providing for the payment of salary, plus incentive stock options and year-end
cash bonuses. As of the date of this Annual Report, no stock options or year-end
bonuses have been awarded and only the salary amounts reflected in the
Summary Compensation Table above have been paid, although the Employment
Agreements provide for higher amounts as salary.
Pension Table
None; not applicable.
Other Compensation
None other than as may be set forth in the above table.
Compensation of Directors
No compensation was paid to non-officer directors during the year
ended December 31, 1996. In April, 1997, Mr. Hughes was reimbursed for
expenses incurred in the amount of $200.
Termination of Employment and Change of Control Arrangement
Except as indicated below, during 1996, there were no compensatory
plans or arrangements, including payments to be received from the Company,
with respect to any person named in the Summary Compensation Table set out
above which would in any way result in payments to any such person because of
his or her resignation, retirement or other termination of such person's
employment with the Company or its subsidiaries, or any change in control of
the Company, or a change in the person's responsibilities following a change
in control of the Company.
Messrs. Funderburk and Majewski have entered into Employment
Agreements with the Company. These Employment Agreements provide, among other
things, for payment of all compensation due under such Agreements for a period
of one year from the date of termination of employment due to physical or
mental disability that results in the nonperformance of the employee's duties
for a period of six months in any 12 month period.
In April 1996, an officer and director of the Company indicated an
intent to divest himself of over 1,000,000 shares of stock, thereby reducing
his holdings in the Company to less than 10% and relinquish his officer and
director's position with the Company. In return for services rendered and
release of his employment contract, the Company issued options to purchase
225,000 shares of its common stock and transferred two management agreements
to him.
Independent Public Accountants.
BDO Seidman LLP of Austin, Texas, audited the Company's financial
statements for the calendar year ended December 31, 1996. No principal
accountant has been selected or is being recommended for election, approval or
ratification at the Meeting, as the Company is currently entertaining
proposals from other accounting firms for future auditing services. If the
Board of Directors determines that such proposals provide terms that are more
favorable to the Company than the current arrangement with BDO Seidman, it is
anticipated that the Board of Directors would dismiss BDO Seidman and elect to
retain the accounting firm offering the most favorable terms to the Company.
The Board of Directors' criteria will be to select a fully qualified
accounting firm with an SEC department that provides the best services at the
lowest cost.
Proposals of Security Holders.
Proposals of security holders that are intended to be presented at the
Company's next annual meeting of stockholders (to be held in 1998) must be
received by the Company for inclusion in its proxy statement and form of proxy
for that meeting not later than May 1, 1998.
OTHER MATTERS
The Board of Directors of the Company is not aware of any business other
than the aforementioned matter that will be presented for consideration at the
Meeting. If other matters properly come before the Meeting, it is the
intention of the persons named in the enclosed proxy to vote thereon in
accordance with their best judgment.
ANNUAL REPORT TO SECURITY HOLDERS
A copy of the Company's Annual Report to Security Holders for the Fiscal
Year Ended December 31, 1996, accompanies this Proxy Statement. The Annual
Report is not to be treated as part of the proxy solicitation material or as
having been incorporated by reference therein.
IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. STOCKHOLDERS WHO DO
NOT EXPECT TO ATTEND THE MEETING IN PERSON ARE URGED TO EXECUTE AND RETURN THE
ENCLOSED PROXY IN THE REPLY ENVELOPE PROVIDED.
By Order of the Board of Directors,
September 2, 1997 Reid Funderburk
Austin, Texas Chairman of the Board and Chief
Executive Officer
PROXY
FOR THE ANNUAL MEETING OF STOCKHOLDERS OF
BINGO & GAMING INTERNATIONAL, INC.
TO BE HELD WEDNESDAY, SEPTEMBER 24, 1997
By completing and returning this proxy to Bingo & Gaming International,
Inc. (the "Company"), you will be designating George Majewski, the President
and Secretary of the Company, to vote all of your shares of the Company's
common stock as indicated below.
Please complete this proxy by clearly marking the appropriate column(s),
filling out the stockholder information and dating below, and return to the
Company in the enclosed self-addressed, envelope.
Matters of business are as follows:
PROPOSAL 1 - ELECTION OF DIRECTORS. Shall the following persons be
elected to serve on the Company's Board of Directors until their successors
are elected at the next annual meeting of stockholders or until their prior
death, resignation or termination and the qualification of their successors?
YES NO ABSTAIN
(1) Reid Funderburk ___ ____ ____
(2) George Majewski ____ ____ ____
(3) Robert H. Hughes ____ ____ ____
(4) R.E. Wilkin ____ ____ ____
(5) Rick Redmond ____ ____ ____
The undersigned hereby acknowledges receipt of the Company's Proxy
Statement dated September 2, 1997, and expressly revokes any and all proxies
heretofore given or executed by the undersigned with respect to the shares of
stock represented in this Proxy. (Please sign exactly as your name appears on
your stock certificate(s). Joint owners should both sign. If signing in a
representative capacity, give full titles and attach proof of authority unless
already on file with the Company.
Dated: ____________, 1997 _________________________________
Name of stockholder (Please print
legibly)
Number of shares: ____________ _________________________________
Signature
This proxy is being solicited by, and the above-referenced proposal is
being proposed by, the Board of Directors of the Company. The proposal to be
voted on is not related to or conditioned on the approval of any other matter.
You may revoke this proxy at any time prior to the vote thereon.
As of September 2, 1997, which is the record date for determining the
stockholders who are entitled to notice of and to vote at the Meeting, the
Board of Directors of the Company is not aware of any other matters to be
presented at the Meeting. If no direction is indicated on a proxy that is
executed and returned to the Company, it will be voted "FOR" the election of
the above-named persons as directors. Unless indicated below, by completing
and returning this proxy, the stockholder grants to Mr. Majewski the
discretion to vote in accordance with his best judgment on any other matters
that may be presented at the Meeting.
____ Withhold discretion to vote on any other matter presented at
the Meeting.
