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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
[ ] 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 Rule 14a-11(c) or Rule 14a-12
The Finance Company of Pennsylvania
(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)(1) and 0-11.
1) Title of each class of securities to which transaction applies:
_______________________________________________________________________
2) Aggregate number of securities to which transaction applies:
_______________________________________________________________________
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
_______________________________________________________________________
4) Proposed maximum aggregate value of transaction:
_______________________________________________________________________
5) Total fee paid:
_______________________________________________________________________
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:_______________________________________________
2) Form, Schedule or Registration Statement No.:_________________________
3) Filing Party:_________________________________________________________
4) Date Filed:___________________________________________________________
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THE FINANCE COMPANY OF PENNSYLVANIA
Public Ledger Building, Suite 630
150 South Independence Mall West
Philadelphia, PA 19106
Telephone: 215-925-1160
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NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
To be Held on December 13, 2000
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NOTICE IS HEREBY GIVEN that a Special Meeting (the "Special Meeting") of The
Finance Company of Pennsylvania (the Company), a Pennsylvania corporation, will
be held in the Independence Room of The Downtown Club, Public Ledger Building,
11th Floor, S.W. Corner Sixth and Chestnut Streets, Philadelphia, Pennsylvania
19106, on December 13, 2000 at 10:30 a.m., Local Time, for the following
purposes:
1. To approve a new investment advisory contract between the Company and
Cooke & Bieler, Inc.
The stock transfer books of the Company will not be closed but, in lieu
thereof, the Board of Directors has fixed the close of business on October 27,
2000, as the record date for the determination of stockholders who will be
entitled to notice of, and to vote at, the Special Meeting.
By Order of the Board of Directors,
DORANNE H. CASE
Assistant Secretary/Treasurer
Dated: November 3, 2000
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IF YOU DO NOT EXPECT TO BE PRESENT AT THE SPECIAL MEETING BUT WISH YOUR STOCK TO
BE VOTED, PLEASE DATE, FILL IN AND SIGN THE ENCLOSED FORM OF PROXY AND MAIL IT
IN THE ENCLOSED STAMPED ENVELOPE. IT IS IMPORTANT THAT PROXIES BE RETURNED
PROMPTLY.
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THE FINANCE COMPANY OF PENNSYLVANIA
Public Ledger Building, Suite 630
150 South Independence Mall West
Philadelphia, PA 19106
Telephone: 215-925-1160
-------------------------------------------
PROXY STATEMENT
For the
Special Meeting of Stockholders, December 13, 2000
-------------------------------------------
This Proxy Statement is furnished in connection with the solicitation by the
Board of Directors of The Finance Company of Pennsylvania (the Company) of
proxies to be used at its Special Meeting of Stockholders to be held in the
Independence Room of The Downtown Club, Public Ledger Building, 11th Floor, S.W.
Corner Sixth and Chestnut Streets, Philadelphia, Pennsylvania 19106, on December
13, 2000 at 10:30 a.m., Local Time. This Proxy Statement and the enclosed form
of Proxy were first sent to stockholders on or about November 3, 2000.
If the enclosed form of Proxy is executed and returned, the shares
represented by it will be voted, unless otherwise directed, on all matters that
properly come before the meeting for a vote. If instructions are specified
thereon such shares will be voted or will abstain in accordance with those
instructions and, if no specification is made, the shares represented by the
Proxy will be voted to approve the new Investment Advisory Contract with Cooke &
Bieler, Inc. The Proxy may be revoked at any time prior to being voted at the
Special Meeting by notice of revocation given to the Company at or before the
Special Meeting, by the execution of a later-dated Proxy or by attending and
voting at the Special Meeting.
As of October 1, 2000, the Company had 54,045 outstanding shares of Common
Stock, each share being entitled to one vote. The close of business on October
27, 2000 has been fixed as the record date for the determination of stockholders
entitled to notice of, and to vote at, the Special Meeting.
PROPOSAL TO APPROVE THE NEW
INVESTMENT ADVISORY CONTRACT
TERMINATION OF PREVIOUS INVESTMENT ADVISORY CONTRACT; INTERIM AGREEMENT
The Board of Directors of the Company recommends that the stockholders
approve a new Investment Advisory Contract pursuant to which Cooke & Bieler,
Inc. will continue to act as the Company's Investment Adviser. Cooke & Bieler
has been the investment adviser to the Company for over 13 years and has been a
wholly owned subsidiary of United Asset Management Company (UAM) since 1986. The
previous Investment Advisory Contract was initially approved on April 28, 1987
and was most recently approved for continuance by the Board, including a
majority of the Independent Directors, on January 19, 2000. As a result of a
change in control of Cooke & Bieler, the previous Investment Advisory Contract
terminated by its own terms. The Company and Cooke & Bieler entered into an
interim agreement designed to cover the period between the termination and the
stockholder vote on the new contract.
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CHANGE IN CONTROL OF COOKE & BIELER
On June 16, 2000, Old Mutual plc, a United Kingdom-based financial services
group with a substantial life assurance business in South Africa and other
southern African countries and an integrated, international portfolio of
activities in asset management, banking and general insurance, and United Asset
Management Corporation, the parent company of Cooke & Bieler, entered into an
Agreement and Plan of Merger for Old Mutual to acquire UAM for $25 per share
(subject to possible downward adjustment depending on UAM's revenues) through a
tender offer and merger (the UAM Transaction).
Consummation of the UAM Transaction would constitute an "assignment," as that
term is defined in the Investment Company Act of 1940 (the 1940 Act), of the
Investment Advisory Contract with Cooke & Bieler. As required by contract and
the 1940 Act, the previous Investment Advisory Contract automatically terminates
in the event of its assignment. In anticipation of the UAM Transaction, the
Company's Board proposed continuation of the advisory services under a new
Investment Advisory Contract between the Company and Cooke & Bieler for approval
by the Company's stockholders. The Board also approved continuation of the
investment advisory services with Cooke & Bieler until stockholder approval of
the new Investment Advisory Contract under an interim advisory contract in
accordance with Rule 15(f)(4) under the 1940 Act. Compensation earned by Cooke &
Bieler under the interim contract is held in an interest-bearing escrow account
pending stockholder approval for a period of up to 150 days from the termination
of the previous Investment Advisory Contract. If stockholders approve the new
Investment Advisory Contract, the amount held in escrow, plus interest, will be
paid to Cooke & Bieler. If stockholders do not approve the proposed Investment
Advisory Contract, Cooke & Bieler will be paid the lesser of the costs incurred
in performing its services under the interim contract or the total amount in the
escrow account, plus interest earned.
Section 15(f)(1) under the 1940 Act provides that affiliated persons of an
investment adviser (such as UAM) may receive an amount or benefit in connection
with the sale of a controlling block of the adviser's stock if (1) for a period
of three years after the sale, at least 75% of the members of the Board of the
investment company receiving advice from the adviser (such as the Company) are
not "interested persons" of the adviser and (2) there is no unfair burden
imposed on the investment company as a result of the transaction. The Company
has never had an interested person of Cooke & Bieler on its Board, nor will it
ever have such a person on its Board. An "unfair burden" must not be imposed
upon the investment company as a result of such transaction or any express or
implied terms, conditions or understandings applicable thereto. The term "unfair
burden" is defined in Section 15(f) to include any arrangement during the
two-year period after the change in control of Cooke & Bieler whereby the
investment adviser, or any interested person of any such adviser, receives or is
entitled to receive any compensation, directly or indirectly, from the
investment company or its stockholders (other than fees for bona fide investment
advisory or other services) or from any person in connection with the purchase
or sale of securities or other property to, from or on behalf of the investment
company. The Company is not aware of any express or implied term, condition,
arrangement or understanding that would impose an "unfair burden" on itself as a
result of the change in control of Cooke & Bieler. Accordingly, the safe harbor
provision of Section 15(f)(1) of the 1940 Act would appear to be applicable to
the subject change in control.
PROPOSED NEW INVESTMENT ADVISORY CONTRACT
The new Investment Advisory Contract requires Cooke & Bieler to furnish
reports, statistical research services, and advice and recommendations with
respect to the Company's portfolio of securities and investments. Final
investment decisions are made by the Company's Board of Directors. Cooke &
Bieler is not a broker and therefore the Investment Advisory Contract provides
that, with the approval of the Company's management, Cooke & Bieler may select
such brokers, from time to time, as may appear to be in the best interest of the
Company.
The new Investment Advisory Contract, unless terminated, continues until
April 30, 2002 and thereafter until April 30 of each year, provided that such
continuance is specifically approved at least annually either by the Board of
Directors of the Company or by the vote of a majority of the Company's
outstanding shares and, in either case, by the vote of a majority of the
Company's directors who are not parties to the contract or interested persons of
any such party, cast in person at a meeting called for the purpose of voting on
such approval. The Contract may be terminated at any
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time without penalty by either party on sixty days' written notice and will
automatically terminate in the event of any assignment. No director of the
Company is an interested party of Cooke & Bieler, UAM or Old Mutual.
Under the new Investment Advisory Contract the Company agrees to pay monthly
to the Investment Adviser a fee equal to one-twelfth (1/12) of fifty one
hundredths of one percent (0.50%) of the net asset value of the Company at the
end of the preceding month. The fee aggregates one-half of one percent per year.
The Investment Advisory Contract excludes from the calculation of net asset
value, for purposes of the fee, the Company's holdings in PNC Financial Services
Group, Pennsylvania Warehousing & Safe Deposit Company and their successors,
U.S. Treasury Notes and Bonds and such other holdings as may be mutually agreed
upon by the Company and Cooke & Bieler. The Board believes the exclusion of the
two companies is appropriate since the officers and directors have particularly
close knowledge of each of them.
Except for its operative dates, the new Investment Advisory Contract is
identical to the previous one.
BOARD CONSIDERATIONS
The Board of Directors of the Company has approved, subject to stockholder
approval, the new Investment Advisory Contract with Cooke & Bieler which is
identical in all material respects to the contract terminated by the assignment
and is attached to this Proxy as Exhibit A. The new Investment Advisory Contract
will be effective upon approval by the Company's stockholders.
The Board concluded that the services which Cooke & Bieler propose to perform
under the new contract are the same as, and thus at least equivalent to, the
scope of quality of services provided under the previous contract.
According to Cooke & Bieler, Old Mutual intends to allow Cooke & Bieler to
maintain its independence and will not reduce the nature or quality of its new
subsidiary's services to its clients. The same officers of Cooke & Bieler will
continue to control the firm's operations and there will be no change in
operating procedures or investment philosophy.
On September 20, 2000, the Board of Directors of the Company, including a
majority of those directors who are not interested persons of any party to the
new Investment Advisory Contract, approved the contract with Cooke & Bieler for
a period from December 13, 2000 to April 30, 2002. No Director of the Company is
affiliated with Cooke & Bieler.
COOKE & BIELER, INC.
Cooke & Bieler is a Pennsylvania corporation with its offices at 1700 Market
Street, Suite 3222, Philadelphia, Pennsylvania 19103. As of June 30, 2000, it
had approximately $1.9068 billion under management.
The name, address and principal occupation of the principal executive officer
and each director of Cooke & Bieler is as follows:
PRINCIPAL EXECUTIVE OFFICER
Robert B. Arthur, Partner & Director
Cooke & Bieler, Inc.
1700 Market Street
Philadelphia, PA 19103
DIRECTORS
Robert B. Arthur, Partner & Director of Cooke & Bieler
Cooke & Bieler, Inc.
1700 Market Street
Philadelphia, PA 19103
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Kermit S. Eck, Principal & Director of Cooke & Bieler
Cooke & Bieler, Inc.
1700 Market Street
Philadelphia, PA 19103
John J. Medveckis, Partner & Director of Cooke & Bieler
Cooke & Bieler, Inc.
1700 Market Street
Philadelphia, PA 19103
Cooke & Bieler advises four other investment companies, one of which, C&B
Equity Portfolio, has an investment objective similar to the Company's.
Cooke & Bieler has only one class of capital stock outstanding, all of which
is owned by UAM. UAM is a Delaware corporation with its registered office at One
International Place, Boston, Massachusetts 02110.
During the years 1997, 1998 and 1999, the Company paid investment advisory
fees to Cooke & Bieler in the amount of $115,562, $110,100 and $106,438,
respectively.
SHAREHOLDER APPROVAL
Approval of a new Investment Advisory Contract requires the affirmative vote
of the holders of a majority of the Company's outstanding shares (defined as the
lesser of (a) 67% of the Company's shares present at a meeting if the holders of
more than 50% of the Company's outstanding shares are present in person, or by
proxy, or (b) more than 50% of the Company's outstanding shares).
The Board of Directors recommends that you vote "FOR" the approval of the new
Investment Advisory Contract.
ADDITIONAL INFORMATION
DIRECTORS AND EXECUTIVE OFFICERS
Information about the Company's current Directors and principal executive
officers is set forth below. Each officer of the Company will hold such office
until a successor has been elected by the Board of directors. As of October 1,
2000, the Directors and officers of the Company owned an aggregate of less than
1% of the outstanding shares of the Company.
<TABLE>
<CAPTION>
SHARES OWNED
NAME AND YEAR BENEFICIALLY(1)
He First Became a as of Oct. 1, TERM
Director PRINCIPAL OCCUPATION 2000 EXPIRES
<S> <C> <C> <C>
Charles E. Mather III* President of the Company; he is 270(2) 2002
1981 President and Director of Mather &
Co. (insurance brokers), with which
he has been associated for more than
five years; President and Director of
Christiana Bank & Trust Co.,
Greenville, DE, and The Buttonwood
Funds, Inc. (a registered investment
company). He is 66 years old.
</TABLE>
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<TABLE>
<CAPTION>
SHARES OWNED
NAME AND YEAR BENEFICIALLY(1)
He First Became a as of Oct. 1, TERM
Director PRINCIPAL OCCUPATION 2000 EXPIRES
<S> <C> <C> <C>
Frank A. Wood, Jr. Secretary-Treasurer of the Company; 15 2001
1975 he retired as Vice President,
Provident National Bank on August 1,
1986, with which he had been associated
for more than five years; President and
Director of Pennsylvania Warehousing
and Safe Deposit Company. He is 80 years
old.
Jonathan D. Scott Senior Vice President, PNC Bank Corp. -- 2003
1990 with which he has been associated for
more than five years; Director of
Pennsylvania Warehousing and Safe
Deposit Company. He is 48
years old.
Herbert S. Riband, Jr. Of counsel to the law firm of Saul, 25 2001
1994 Ewing, Remick and Saul, with which he
has been associated for more than five
years. He is 64 years old.
Shaun F. O'Malley Chairman Emeritus PricewaterhouseCoopers 10 2003
1996 LLP; retired June 30, 1995 as Chairman
of Price Waterhouse World Organization
and U.S. Firm, with which he had been
associated for more than five years;
Director of The Philadelphia
Contributionship, Horace Mann Educators
Corp., Vlasic Foods International, Coty,
Inc. and Regulus Group LLC. He is 65
years old.
</TABLE>
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(1) For purposes of this Proxy Statement, beneficial ownership of shares is
defined in accordance with the rules of the Securities and Exchange
Commission and means generally the power to vote or dispose of the shares,
regardless of any economic interest therein.
(2) Includes 70 shares of Common Stock of the Company owned by Mr. Mather's
wife, as to which Mr. Mather disclaims any beneficial interest. Not included
in this amount are 27,830 shares of Common Stock of the Company held in a
trust, as to which Mr. Mather has no power to vote or dispose but in which
he has a 1/30th beneficial interest. Also includes 100 shares held in the
Mather & Co. Profit Sharing Plan, of which Mr. Mather is co-trustee.
CERTAIN STOCKHOLDERS
As of October 1, 2000, the following stockholders were beneficial owners,
having voting and investment power, or sharing voting and investment power, of
more than 5% of the capital stock of the Company:
<TABLE>
<CAPTION>
TITLE OF CLASS NAME AND ADDRESS OF BENEFICIAL OWNER NO. OF SHARES PERCENT OF CLASS
<S> <C> <C> <C>
Common PNC Bank, sole trustee of various trusts, 28,981 53.62%
P.O. Box 7648, Philadelphia, PA 19101
Common PNC Bank, as co-trustee or adviser/agent 8,526 15.78%
of other accounts,
P.O. Box 7648, Philadelphia, PA 19101
</TABLE>
OTHER MATTERS
The management knows of no other matters which are likely to be brought
before the Special Meeting. However, if any other matters not now known properly
come before the Special Meeting, the persons named in the enclosed Proxy, or
their substitutes, will vote said Proxy in accordance with their judgment on
such matters.
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EXPENSES
The cost of preparing and mailing this Statement and the accompanying Notice
of Special Meeting and Proxy, and any additional materials relating to the
Meeting, and the cost of soliciting Proxies, will be borne by Cooke & Bieler.
By Order of the Board of Directors,
DORANNE H. CASE
Assistant Secretary/Treasurer
Dated: November 3, 2000
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IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. STOCKHOLDERS WHO DO NOT
EXPECT TO ATTEND THE SPECIAL MEETING ARE URGED TO DATE, FILL IN, SIGN AND MAIL
THE ENCLOSED FORM OF PROXY IN THE ENCLOSED STAMPED RETURN ENVELOPE.
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Exhibit A
The Finance Company of Pennsylvania
Public Ledger Building, Suite 630
150 South Independence Mall West
Philadelphia, PA 19106
Charles E. Mather III, President (215) 351-4778
Frank A. Wood, Jr., Secretary-Treasurer
Doranne Case, Assistant Secretary-Treasurer
December ___, 2000
Cooke & Bieler, Inc.
1435 Walnut Street
Philadelphia, Pennsylvania 19102
We herewith confirm our agreement with you as follows.
We desire to employ our capital by investing and reinvesting the same in
securities of the type and in accordance with the policies and limitations
specified in our registration statement, Articles of Incorporation and By-Laws,
as they may be amended from time to time, copies of each of which we have
previously given you, and in such manner and to such extent as may from time to
time be approved by our Board of Directors. We desire to employ you in the
capacity of an investment adviser to supervise and assist us in the portfolio
management of our business as indicated below.
You will advise us with a view to safeguarding and increasing principal
and with due regard to income requirements. You will prepare tabulations of the
securities and review them at regular intervals and your officers and the
members of your staff will be available for consultation. You will, upon
request, as well as at regular intervals, prepare and submit valuations of our
portfolio. You will also furnish, when you think it appropriate or upon request,
memoranda and statistical data in connection with our account. Any final
decisions with regard to our investments will, of course, rest with us.
Subject to the approval of our officers and/or Board of Directors, you may
select as broker for purchases and sales of portfolio securities those persons,
partnerships or corporations who, in your best judgment, should so act as
broker.
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December ___, 2000
Page 2
For your services under this Contract you are to receive from the Company
a fee at the rate of one half of one percent (.5%) per annum, payable to you
monthly on the last day of each month, said fee to be computed upon the value of
the assets of the Company which you are managing ("Portfolio Value") at the end
of the month immediately preceding the date of the payment. Portfolio Value
shall equal the market value of the securities held in the Company's investment
portfolio computed by the Company in the same manner as used by it for the
purpose of redeeming its shares, less (a) the value of the holdings of the
Company at the applicable dates in PNC Financial Services Group, Pennsylvania
Warehousing & Safe Deposit Company, and their successors, and of United States
Treasury Notes and Bonds; (b) the value of holdings of the Company at the
applicable dates in such other companies as may from time to time be agreed upon
by you and the Company; and (c) the amount of any accrued liability for the
payment of taxes on the net gains from the sales of the Company's portfolio
securities. In any event, the amount payable for any month shall not exceed
one-twelfth (1/12) of one half of one percent (.5%) of the Portfolio Value at
the end of the month immediately preceding the date of the payment. Your
compensation for the period from the effective date hereof to the last day of
December 2000 shall be prorated according to the proportion which such period
bears to the full month, such compensation for the period from the end of the
last month prior to such termination to the date of termination shall be
prorated accordingly.
This Contract shall continue until April 30, 2002, and thereafter shall
continue automatically for successive annual periods ending April 30 of each
year, provided that such continuance is specifically approved at least annually
by our Board of Directors or by vote of a majority of our outstanding voting
securities (used herein as defined in the Investment Company Act of 1940) and
provided that any such continuance is approved by the vote of a majority of our
directors, who are not parties to this Contract or interested persons of any
such party, cast in person at a meeting called for the purpose of voting on such
approval. This Contract may be terminated at any time, without the payment of
any penalty, by our Board of Directors or by vote of a majority of our
outstanding voting securities on sixty days' written notice to you, or by you on
sixty days' written notice to us, and it shall be automatically terminated in
the event of its assignment (as defined in said Act).
This Contract may not be transferred, assigned, sold or in any manner
hypothecated or pledged by you, but it may be amended by agreement between us
when authorized by the affirmative vote of a majority of all the shares of our
capital stock at the time outstanding and entitled to vote.
This Contract shall be effective upon the approval of a majority of the
Company's outstanding voting securities, assuming such approval is obtained
prior to December ___, 2000.
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December ___, 2000
Page 3
If the foregoing is in accordance with your understanding, will you kindly
so indicate by signing and returning to us the enclosed copy hereof.
Very truly yours,
THE FINANCE COMPANY OF PENNSYLVANIA
By:___________________________
President
Accepted:
COOKE & BIELER, INC.
By: ________________________________
Title: _____________________________
<PAGE> 12
THE FINANCE COMPANY OF PENNSYLVANIA
PROXY FOR SPECIAL MEETING OF STOCKHOLDERS, DECEMBER 13, 2000
THE UNDERSIGNED HEREBY APPOINTS HERBERT S. RIBAND, JR. AND FRANK A. WOOD, JR. OR
EITHER ONE OF THEM, ACTING SINGLY IN THE ABSENCE OF THE OTHER, WITH FULL POWER
OF SUBSTITUTION, THE PROXY OR PROXIES OF THE UNDERSIGNED TO ATTEND THE SPECIAL
MEETING OF STOCKHOLDERS TO BE HELD IN THE INDEPENDENCE ROOM OF THE DOWNTOWN
CLUB, PUBLIC LEDGER BUILDING, 11TH FLOOR, S.W. CORNER SIXTH AND CHESTNUT
STREETS, PHILADELPHIA, PENNSYLVANIA 19106, ON WEDNESDAY, DECEMBER 13, 2000 AT
10:30 A.M., LOCAL TIME, OR ANY ADJOURNMENTS THEREOF, AND, WITH ALL POWERS THE
UNDERSIGNED WOULD POSSESS IF PRESENT, TO VOTE UPON THE FOLLOWING MATTERS.
I. PROPOSAL TO APPROVE A NEW INVESTMENT ADVISORY CONTRACT WITH COOKE &
BIELER, INC.
/ / FOR / / AGAINST / / ABSTAIN
II. SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE MEETING.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ITEM I.
--------------------------------------------------------------------------------
Said proxies will vote this Proxy in the manner directed herein by the
undersigned stockholder. IF NO DIRECTION IS GIVEN, THIS PROXY WILL BE VOTED FOR
ITEM I. The undersigned hereby acknowledges receipt of the Notice of said
Special Meeting of Stockholders and the related Proxy Statement.
___________ Shares
Dated: _____________________________, 2000
__________________________________________
__________________________________________
(Signature)
(Signature should be exactly as name or
names appear on this Proxy. If stock is
held jointly, each holder must sign. If
signing is by attorney, executor,
administrator, trustee or guardian,
please give full title.)
PLEASE DATE, SIGN AND RETURN PROMPTLY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
