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 toss.240.14a-11(c) orss.240.14a-12
DENTAL RESOURCES, INC.
(Name of Registrant as Specified In Its Charter)
(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)(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:
<PAGE>
PROXY STATEMENT
DENTAL RESOURCES, INC.
530 SOUTH RIVER STREET, DELANO, MINNESOTA 55328
(763) 972-3801
ANNUAL MEETING OF SHAREHOLDERS - DECEMBER 7, 2000
INTRODUCTION
This Proxy Statement is furnished to the shareholders of Dental
Resources, Inc. (the "Company") in connection with the Board of Directors'
solicitation of proxies to be voted at the annual meeting of shareholders to be
held on December 7, 2000, or any adjournment thereof (the "Meeting"). The
mailing of this Proxy Statement to shareholders commenced on or about November
10, 2000.
All expenses in connection with solicitation of proxies will be borne
by the Company. The Company will pay brokers, nominees, fiduciaries, or other
custodians their reasonable expenses for sending proxy material to, and
obtaining instructions from, persons for whom they hold stock of the Company.
The Company expects to solicit proxies by mail, but directors, officers, and
other employees of the Company may also solicit in person, by telephone, by
telegraph or by mail. They will not, however, receive additional compensation
for soliciting shareholder proxies. The Company's principal offices are located
at 530 South River Street, Delano, Minnesota 55328 and its telephone number is
(763) 972-3801.
As of May 31, 2000, the Company had 1,903,710 shares of common stock,
par value $.01 per share (the "Common Stock") outstanding and entitled to vote
at the Meeting. The Company does not have any other class of capital stock
outstanding. Each share of Common Stock is entitled to one vote. Only
shareholders of record at the close of business on October 20, 2000 will be
entitled to vote at the Meeting. The presence, in person or by proxy, of the
holders of a majority of the shares of Common Stock entitled to vote at the
Meeting will constitute a quorum for the transaction of business. Under
Minnesota law, in order for an item of business to be approved by shareholders,
that item of business must generally be approved by the affirmative vote of the
holders of a majority of the voting power of the shares present, in person or by
proxy at a meeting at which a quorum is present, and entitled to vote on that
item of business. If you abstain from voting on any item of business, your
shares be treated as shares that are present and entitled to vote for purposes
of determining the presence of a quorum, but as unvoted for purposes of
determining the approval of the matter submitted to the stockholders. If your
proxy is properly executed and returned in the form enclosed, it will be voted
at the Meeting as follows, unless otherwise specified by you in the proxy: (i)
in favor of the election as directors of all the nominees listed herein; (ii) in
favor of the selection of Olsen Thielen & Co., Ltd as independent auditors of
the Company; and (iii) in accordance with the judgment of the persons named in
the proxy as to such other matters as may properly come before the Meeting. If
you want to cancel or change your vote after casting it, you can do any of the
following at any time prior to the Meeting: (i) you can deliver a written notice
of cancellation to the principal office of the Company; (ii) you can fill out
and mail another proxy card with a later date to the Company; or (iii) you can
attend the Meeting and vote in person.
When stock is registered in the name of more than one person, each such
person should sign the proxy. If the shareholder is a corporation, the proxy
should be signed in its corporate name by an executive or other authorized
officer. If a proxy is signed as an attorney, executor, administrator, trustee,
guardian, or in any other representative capacity, the signer's full title
should be given.
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<PAGE>
ANNUAL REPORT
The 2000 Dental Resources Annual Report on Form 10-KSB, including
financial statements for the fiscal year ended May 31, 2000, has been mailed
concurrently herewith. The Annual Report on Form 10-KSB is not incorporated in
this Proxy Statement and is not deemed to be a part of the proxy solicitation
material. Any shareholder who does not receive a copy of such Annual Report on
Form 10-KSB may obtain one by writing to the Company.
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The following table presents information about the number of shares of
Common Stock of the Company beneficially owned as of May 31, 2000 by persons
known to the Company to hold 5% or more of such stock and by all current
directors, certain executive officers and all directors and executive officers
as a group. All shares represent sole voting and investment power, unless
indicated to the contrary.
Name and Address of Number of Shares Percent of
Beneficial Owner (1) Beneficially Owned Outstanding Shares
-------------------- ------------------ ------------------
Douglas B. Murphy.............. 226,988 (2) 9.6%
Bryan Nichols.................. 226,988 (2) 9.2%
Earl Johnson................... 51,048 (3) 2.2%
Russ Felten.................... 63,670 (4) 2.7%
William Murphy................. 234,195 (2) 9.9%
======= ====
All directors and officers and
as a group (5 persons)......... 793,402 33.5%
(1) The addresses of these individuals is c/o Dental Resources, Inc., 530 South
River Street, Delano Minnesota 55328
(2) Includes 77,500 shares of Common Stock issuable upon the exercise of
options and warrants presently exercisable or exercisable within the next
60 days by Doug Murphy, William Murphy and Bryan Nichols.
(3) Includes 9,506 shares of Common Stock issuable upon the exercise of options
and warrants presently exercisable or exercisable within the next 60 days
by Earl Johnson.
(4) Includes: (a) 3,053 outstanding shares of Common Stock owned by Russel
Felten; (b) 2,964 outstanding shares of Common Stock owned by Yvonne
Felten, Russel Felten's wife; (c) options to purchase 50,000 shares of
Common Stock presently exercisable or exercisable within the next 60 days
by Yvonne Felten, Russel Felten's wife; and (d) options to purchase 7,653
shares of Common Stock presently exercisable or exercisable within the next
60 days by Russel Felten .
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
During the past two years the Company has not entered into any material
transactions with an officer, director, or a beneficial owner of 5% or more of
the Company's common stock, except as follows: the Company leases its 13,000
square foot facility at 530 River Street S. in Delano Minnesota from a
partnership consisting of some of its officers and directors. This facility
holds all administrative and a portion of the warehousing and manufacturing
operations of the Company. The lease term extends through September 2003 at an
average annual lease rate per square foot of $5.08. The Company also leases a
10,000 square foot facility at 410 Congress Street in Maple Lake Minnesota from
its officers and directors. This facility houses all remaining manufacturing
operations. The lease term for this facility extends through September 2003 at
an average annual lease rate per square foot of $5.50. Both facilities are new
(less than 10 years) and are in excellent condition. Management believes that
the lease rate per square foot and other terms and conditions are not materially
different than prevailing market rates and
3
<PAGE>
conditions. Leases for both facilities provide for an option to renew leases for
an additional five years beyond the expiration of the current lease term. Lease
rates will increase 10% if renewed for the additional five year term.
EXECUTIVE COMPENSATION AND OTHER INFORMATION.
Summary Compensation Table
<TABLE>
<CAPTION>
Annual Long Term
Compensation Compensation
----------------------- Securities All
Fiscal Underlying Other
Name and Principal Position Year Salary Bonus Options (1) Compensation (2)
--------------------------------- -------- ---------- ----------- ---------------- ------------------
<S> <C> <C> <C> <C> <C>
Douglas Murphy 1998 $ 88,200 $ 7,825 0 $ 9,780
Chief Executive Officer 1999 $ 90,846 $ 5,700 0 $ 9,780
2000 $ 96,434 $ 12,091 0 $ 2,580
William Murphy 1998 --------- --------- --------- -------
Vice President Sales 1999 --------- --------- --------- -------
2000 $ 96,434 $ 12,230 0 $ 2,580
---------
Bryan Nichols 1998 --------- --------- --------- -------
Chief Financial Officer 1999 --------- --------- --------- -------
2000 $ 96,434 $ 12,990 0 $ 2,580
</TABLE>
(1) Doug Murphy, William Murphy, and Bryan Nichols received incentive stock
options to purchase 40,000 shares of common stock granted September 1,
1999, at $.44 per share, the final bid price as of the grant date. They
also received options to purchase 37,500 shares of common stock granted
March 2, 2000 at $.20 per share, the final bid price as of the grant date.
(2) Includes net automobile allowance and entertainment and expense allowance,
health insurance premiums and life insurance premiums not available to
employees generally.
There were no other executives that earned in excess of $100,000 during the most
recent fiscal year.
EMPLOYMENT CONTRACTS
The Company has entered into five-year employment agreements with
Douglas Murphy, William Murphy, and Bryan Nichols. Each agreement provides for a
bonus based on net income of the Company and for severance payments of three
years' annual salary. The agreements expire in May 2002. Copies of these
employment agreements were filed previously with the Company's Amendment Number
Two to Form 10-SB filed July 14, 2000.
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<PAGE>
STOCK OPTIONS
The following table summarize the options granted to executive officers
named in the Summary Compensation Table, above during the fiscal year ended May
31 2000.
OPTION GRANTS IN FISCAL 2000
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------
Individual Grants
Number of % of Total
Securities Options Granted
Underlying to Employees in Exercise Price Expiration
Name Options Fiscal 2000 ($/Share) Date
----------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Douglas Murphy 40,000 8.84% .44 8/31/04
William Murphy 40,000 8.84% .44 8/31/04
Bryan Nichols 40,000 8.84% .44 8/31/04
Douglas Murphy 37,500 8.29% .20 03/01/05
William Murphy 37,500 8.29% .20 03/01/05
Bryan Nichols 37,500 8.29% .20 03/01/05
</TABLE>
The following table summarizes the aggregate value of the options held at
the end of fiscal year 2000 by the executive officers named in the Summary
Compensation Table, above.
FISCAL YEAR-END OPTIONS VALUES
<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------------
Securities Underlying Value of Unexercised
Unexercised Options at Fiscal In-the-Money Options at Fiscal
Year-End Year-End (2)
---------------------------------------------------------------------------------------------------------------------
Shares
acquired on Value
Name exercise Realized($) Exercisable(1) Unexercisable Exercisable Unexercisable
<S> <C> <C> <C> <C> <C> <C>
William Murphy n/a n/a 77,500 n/a $14,861 n/a
Douglas Murphy n/a n/a 77,500 n/a $14,861 n/a
Bryan Nichols n/a n/a 77,500 n/a $14,861 n/a
---------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) All options vested 100% on date of grant.
(2) Based on a market price of $0.52 per share as quoted in the "Pink Sheets"
as of May 31, 2000, minus the exercise price.
MATTERS SUBMITTED TO A VOTE
ITEM I
ELECTION OF DIRECTORS
The Board of Directors has fixed at four the size of the Board of
Directors to be elected at the Meeting and has nominated as the management slate
of all its current members. It is anticipated that proxies will be voted for the
management slate, and that each nominee will serve if elected. Should any
nominee be unable to serve, the person named in the proxies may in their
discretion vote for a substitute.
Set forth below are the names, ages and positions of the directors and executive
officers of the Company:
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<PAGE>
Name Age Position With Company
---- --- ---------------------
Douglas B. Murphy 51 President, Chief Executive Officer
and Chairman
Bryan Nichols 40 Vice President, Chief Financial Officer
and Director
Earl Johnson 68 Director
Russ Felten 50 Director
Douglas Murphy has been President and CEO of the Company since January of
1986. He has served as director and as an officer of the Company since
1981. Mr. Murphy holds a Ph.D. degree in Biological Sciences. In his
present capacity within the Company, Mr. Murphy is principally concerned
with marketing, distribution and introduction of new products.
Bryan Nichols has been the Vice President of Operations and CFO of the
Company since January of 1986. He has served as secretary to the board
since 1986 and as a director since 1995. Mr. Nichols holds a Bachelors
degree in Business Administration along with a (mini) MBA certificate from
the University of St. Thomas. Mr. Nichols has also completed certification
training in ISO-9000 and FDA QSR Regulatory training. In his present
capacity with the Company Mr. Nichols is primarily concerned with
operations, production and financing.
William Murphy was one of the original founders of the Company in 1976. He
is the brother of Douglas Murphy. Mr. Murphy has held positions as both
director and President of the Company. He resigned his position with the
Company in 1986 to direct another public company, Medical Packaging Corp.
But he returned to the Company in 1988 where he has served in various
management positions since that time. Mr. Murphy holds a Bachelors degree
in Business from St. Cloud State. Mr. Murphy is principally concerned with
products within the Laboratory division of the Company including research
and development and introduction of products within that division.
Dr. Earl Johnson was elected to the board of directors in January 1988. He
has served in that capacity with the Company since that time. Dr. Johnson
retired after running a successful practice in Hibbing, MN for 35 years.
Dr. Johnson is a graduate of the University of Minnesota School of
Dentistry. In addition to serving as a board member, Dr. Johnson assists
with research and development of various products that the Company has
introduced.
Russel Felten was elected to the board of directors in 1994 and has served
in that capacity since that time. Mr. Felten is President of Agricultural
Financial Services, a Company focused on leasing to the farming industry.
At the same time Mr. Felten continues to manage assets for individuals as
he has done for the past twelve years. Form 1973 to 1988 Mr. Felten was
employed by Waycrosse, Inc. where he performed duties ranging form tax and
estate planning work to the management of all types of investments. Mr.
Felten is also a director of Minn. American Inc., OTCFMB.MN.A:C, as well as
a director of various privately held companies. Mr. Felten holds a BS in
Business Administration from Valparaiso University and received the
Certified Financial Planner designation in 1988.
The Company's directors are elected at the annual meeting of stockholders
and hold office until their successors are elected and qualified. The
Company's officers are appointed by the Board of Directors and serve at the
pleasure of the Board and subject to employment agreements, if any,
approved and ratified by the Board.
MEETINGS
The Board held three regular meetings during the fiscal year ended May
31, 2000. Each incumbent director attended, in person or by phone, at least 75%
of the meetings of the Board which were held during the time the director was a
member of the Board, with the exception of Earl Johnson who attended two of the
three Board meetings.
6
<PAGE>
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's officers and directors, and persons who own more than 10% of a
registered class of the Company's equity securities, to file reports of
ownership and changes in ownership with the Securities and Exchange Commission.
Officers, directors and greater than 10% percent shareholders are required by
SEC regulation to furnish the Company with copies of all Section 16(a) forms
they file. To the best of the Company's knowledge, no Form 3's or Form 5's
required to be filed under Section 16(a) of the Securities Exchange Act of 1934
were filed by any of the officers, directors, or greater than 10% percent
shareholders of the Company since the date of effectiveness of the Company's
Form 10-SB, May 7, 2000. In addition, to the best of the Company's knowledge,
Russel Felten, a director of the Company, failed to timely file a Form 4 upon
his exercise of an option to purchase 1,853 shares of common stock in July,
2000.
The Company does not have any audit, compensation or nominating
committees of the board of directors or committees performing similar functions.
THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE "FOR" ELECTION
OF THE MANAGEMENT SLATE OF NOMINEES.
ITEM II
APPROVAL OF ACCOUNTANTS
As of May 31, Froehling, Anderson, Plowman & Wasmuth Ltd. declined to
stand as Dental Resource's auditors for the fiscal year May 31, 2000. Olsen,
Thielen & Company, Ltd., independent certified public accountants, was then
selected as the Company's auditors because of their experience in handling SEC
filings. Working in conjunction with the Company's previous auditors Froehling,
Anderson, Plowman & Wasmuth, Ltd. Olsen, Thielen & Company was instrumental in
filing the Company's necessary financial information for the security exchange
commission. They have been appointed by the Board of Directors as the Company's
auditors for the fiscal year ending May 31, 2001. Representatives of Olsen,
Thielen & Company, Ltd. are expected to attend the Meeting. They will be able to
make a statement if they wish and will be able to respond to appropriate
questions from shareholders. Although shareholder approval is not required, the
Board of Directors requests it. In the event the appointment should not be
approved by the shareholders, the Board of Directors will make another
appointment to be effective at the earliest possible time.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS.
On May 15, 2000, the Registrant was notified by Froehling, Anderson,
Plowman & Wasworth, Ltd. that the firm declined to stand for re-election as the
Registrant's certifying accountants effective May 15, 2000. During the
Registrant's two most recent fiscal years and through May 15, 2000, there were
no disagreements with Froehling, Anderson, Plowman & Wasmuth, Ltd. on any matter
of accounting principles or practices, financial statement disclosure, or
auditing scope or procedure, which disagreements, if not resolved to the
satisfaction of Froehling, Anderson, Plowman & Wasmuth, Ltd., would have caused
that firm to make reference to the subject matter of the disagreement in
connection with its report. Froehling, Anderson, Plowman & Wasmuth, Ltd.'s
report on the Registrant's financial statements for the past two years contained
no adverse opinion or disclaimer of opinion and was not qualified or modified as
to uncertainty, audit scope, or accounting principles. During the Registrant's
two most recent fiscal years and through May 15, 2000, there were no reportable
events (as defined in Regulation S-K ITEM 304(a)(1)(v)). The Registrant has
provided Froehling, Anderson, Plowman & Wasmuth, Ltd. with a copy of the
disclosures contained in its form 8-K and has requested that Froehling,
Anderson, Plowman & Wasmuth, Ltd. furnish it with a letter addressed to the
Securities and Exchange Commission stating whether it agrees with the statements
made by the Registrant herein and, if not, stating the respects in which it does
not agree. A copy of the
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Froehling, Anderson, Plowman & Wasmuth, Ltd. letter dated May 19, 2000 was filed
as Exhibit 16 to Form 8-K on May 19, 2000.
Effective May 15, 2000 the Board of Directors of the Registrant approved
engaging Olsen Thielen & Co., Ltd as its certifying accountant for the year
ended May 31, 2000.
THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE "FOR" RATIFICATION OF
THE SELECTION OF OLSEN, THIELEN & COMPANY, LTD.
OTHER BUSINESS
The management of the Company knows of no matter other than foregoing
to be brought before the Meeting. However, the enclosed proxy gives
discretionary authority in the event any additional matters should be presented.
PROPOSALS FOR THE NEXT REGULAR MEETING
The proxy rules of the Securities and Exchange Commission permit
shareholders, after timely notice to issuers, to present proposals for
shareholder action in issuer proxy statements where such proposals are
consistent with applicable law, pertain to matters appropriate for shareholder
action and are not properly omitted by issuer action in accordance with the
proxy rules. The Company's next meeting of shareholders (for the fiscal year
ending May 31, 2001) is expected to be held on or about December 6, 2001 and
proxy materials in connection with that meeting are expected to be mailed on or
about November 8, 2001. Any shareholder proposals prepared in accordance with
the proxy rules for inclusion in the Company's proxy materials must be received
by the Company at its principal executive offices at 530 South River Street,
Delano, Minnesota 55328, no later than July 7, 2001.
THE COMPANY'S ANNUAL REPORT ON FORM 10-KSB, INCLUDING FINANCIAL STATEMENTS AND
EXHIBITS THERETO, FOR THE FISCAL YEAR ENDED MAY 31, 2000 AS FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION, IS BEING MAILED TO SHAREHOLDERS WITH THIS
PROXY STATEMENT. THE ANNUAL REPORT ON FORM 10-KSB IS NOT INCORPORATED IN THIS
PROXY STATEMENT AND IS NOT DEEMED TO BE A PART OF THE PROXY SOLICITATION
MATERIAL. ANY SHAREHOLDER WHO DOES NOT RECEIVE A COPY OF SUCH ANNUAL REPORT MAY
OBTAIN ONE WITHOUT CHARGE BY WRITING TO THE COMPANY.
By order of the Board of Directors
-----------------------------------------
Bryan Nichols, Secretary
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<PAGE>
VOTING INSTRUCTIONS
TO OUR SHAREHOLDERS:
THE SHARES NOTED ON THE REVERSE SIDE ARE REGISTERED IN YOUR NAME. SUCH
SECURITIES CAN BE VOTED ONLY BY YOU AS THE HOLDER OF RECORD. WE SHALL BE PLEASED
TO VOTE YOUR SECURITIES IN ACCORDANCE WITH YOUR WISHES, PROVIDED YOU EXECUTE
THIS FORM AND RETURN IT TO US PROMPTLY IN THE ENCLOSED BUSINESS REPLY ENVELOPE.
IT IS UNDERSTOOD THAT, IF YOU SIGN WITHOUT OTHERWISE MARKING THE FORM, THE
SECURITIES WILL BE VOTED AS RECOMMENDED BY THE BOARD OF DIRECTORS ON ALL MATTERS
TO BE CONSIDERED AT THE MEETING. WE URGE YOU TO SEND IN YOUR INSTRUCTIONS SO
THAT WE MAY VOTE YOUR SECURITIES IN ACCORDANCE WITH YOUR WISHES. WE CANNOT VOTE
YOUR SECURITIES ON THE MATTERS TO BE ACTED UPON AT THE MEETING WITHOUT YOUR
SPECIFIC VOTING INSTRUCTIONS. IF YOU WISH TO ATTEND THE MEETING AND VOTE IN
PERSON, PLEASE CHECK THE BOX ON THE FRONT OF THIS PROXY FOR THIS PURPOSE. A
LEGAL PROXY COVERING YOUR SECURITIES WILL BE ISSUED TO YOU AT THE MEETING.
<PAGE>
<TABLE>
<S> <C>
DENTAL RESOURCES ANNUAL MEETING TO BE HELD ON DENTAL RESOURCES, INC.--12/7/00 AT 3:00 P.M. CST
12/7/00 AT 3:00 P.M. CST FOR HOLDERS AS OF 10/20/00
DIRECTORS
---------
CUSIP: 24873H106 (MARK "X" FOR ONLY ONE BOX)
CONTROL NO.: ______________________
DIRECTORS
---------
1. DIRECTORS RECOMMEND: A VOTE FOR ELECTION 1 [ ] FOR ALL NOMINEES
OF THE FOLLOWING DIRECTORS:
1. Russ Felten
2. Earl Johnson [ ] WITHHOLD ALL NOMINEES
3. Douglas B. Murphy
4. Bryan Nichols
[ ] WITHHOLD AUTHORITY TO VOTE FOR ANY
PROPOSAL(S): DIRECTORS INDIVIDUAL NOMINEE. WRITE NUMBER(S)
----------- RECOMMEND OF NOMINEE(S) BELOW.
---------
USE NUMBERS ONLY _______________________________
FOR AGAINST ABSTAIN
2. APPROVAL OF THE COMPANY'S FOR--->>>
APPOINTMENT OF INDEPENDENT 2 [ ] [ ] [ ]
ACCOUNTANTS
CUSIP: 24873H106
*NOTE: CONTROL NO.: _______________________________
----
SHAREHOLDER NO. ____________________________
SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE
THE MEETING OR ANY ADJOURNMENT THEREOF. # OF SHARES: _______________________________
PLACE "X" HERE IF YOU PLAN TO VOTE [ ]
YOUR SHARES AT THE MEETING
______________________ __/__/__
SIGNATURE(S) DATE
</TABLE>
