-13-
GODDARD INDUSTRIES, INC.
705 Plantation Street
Worcester, Massachusetts 01605
NOTICE OF SPECIAL MEETING
IN LIEU OF
ANNUAL MEETING OF
STOCKHOLDERS
To Be Held March 17, 2000
To: The Stockholders of
Goddard Industries, Inc.
Notice is hereby given that a Special Meeting in lieu of the
Annual Meeting of Stockholders of Goddard Industries, Inc., a
Massachusetts corporation, will be held on Friday, March 17, 2000
at 11:00 a.m. at The Beechwood Inn, 363 Plantation Street,
Worcester, Massachusetts for the following purposes:
1. To elect one director to hold office until the Annual
Meeting of Stockholders in 2003 and until his successor is duly
elected and qualified.
2. To approve an amendment to the 1998 Equity Incentive Plan to
increase the number of shares available for issuance to 600,000
shares from 300,000 shares.
3. To consider and act upon any matters incidental to the
foregoing purposes and any other matters which may properly come
before the meeting or any adjournments thereof.
Information regarding matters to be acted upon at the
Special Meeting in Lieu of Annual Meeting of Stockholders is
contained in the proxy statement attached to this notice.
Only stockholders of record at the close of business on
January 19, 2000 are entitled to notice of, or to vote at, such
meeting or any adjournments thereof.
By Order of the Board of Directors
Joel M. Reck, Clerk
Worcester, Massachusetts
January 25, 2000
You are cordially invited to attend this meeting in person,
but if you cannot do so, please complete, date, sign and return
the accompanying proxy at your earliest convenience. For your
convenience, we have provided a reply envelope which needs no
postage if mailed in the United States.
GODDARD INDUSTRIES, INC.
PROXY STATEMENT
For Special Meeting in Lieu of Annual Meeting of Stockholders
To be Held Friday, March 17, 2000
This proxy statement is furnished in connection with the
solicitation of proxies by the Board of Directors of Goddard
Industries, Inc. (referred to hereinafter as the "Company") for
use at the Special Meeting in Lieu of Annual Meeting of
Stockholders to be held at 11:00 a.m. on Friday, March 17, 2000
at The Beechwood Inn, 363 Plantation Street, Worcester,
Massachusetts and at any adjournment or adjournments thereof (the
"Meeting"). Solicitation of proxies may be made in person or by
mail, telephone or telegram by directors, officers and regular
employees of the Company, for which no additional compensation
will be received. The Company may also request banking
institutions, brokerage firms, custodians, trustees, nominees and
fiduciaries to forward solicitation material to the beneficial
owners of Common Stock held of record by such persons, and the
Company will reimburse the forwarding expense. All costs of
preparing, printing, assembling and mailing the form of proxy and
proxy statement will be borne by the Company. It is expected
that this proxy statement and the accompanying proxy will be
mailed to the stockholders on or about January 25, 2000. The
principal executive offices of the Company are located at 705
Plantation Street, Worcester, Massachusetts 01605.
Only stockholders of record at the close of business on
January 19, 2000 are entitled to notice of, and to vote at, the
Meeting. As of that date, there were outstanding and entitled to
vote 2,131,531 shares of Common Stock, $.01 par value (the
"Common Stock"), of the Company. Each share is entitled to one
vote on all matters to come before the Meeting. Provided a
quorum (consisting of a majority of the shares outstanding and
entitled to vote) is present in person or by proxy at the
meeting, a plurality of the votes cast for any nominee is
required for election of directors, and the affirmative vote of
the holders of a majority of shares of Common Stock present in
person or represented by proxy at the Meeting and entitled to
vote thereon is required to approve the amendment to the
Company's 1998 Equity Incentive Plan (the "1998 Plan"). Under
Massachusetts law and the Company's By-laws, all shares present
or represented by proxy, whether they vote or abstain, will be
counted as present for purposes of determining a quorum and for
purposes of determining the number of shares present and entitled
to vote. Accordingly, abstentions, including broker non-votes,
will have no effect on the outcome of the vote for the election
of directors or the approval of the amendment to the 1998 Plan.
The enclosed proxy, if executed and returned, will be voted
as directed on the proxy and, in the absence of such direction,
for the election of the nominees as directors, for the proposal
to approve the amendment to the 1998 Plan, and in accordance with
their best judgment by the proxies if any other matter shall
properly come before the Meeting. The proxy may be revoked at
any time prior to exercise by filing with the Clerk of the
Company a written revocation, by executing a proxy with a later
date, or by attending and voting at the Meeting. The Board of
Directors knows of no matters, other than election of directors
and the proposal to approve the amendment to the 1998 Plan, to be
presented for consideration at the Meeting.
The Annual Report to Stockholders of the Company for the
fiscal year ended October 2, 1999, including audited financial
statements, is being mailed to each of the stockholders of the
Company simultaneously with this proxy statement.
PROPOSAL NO. 1
ELECTION OF DIRECTORS
At the Meeting, one director (constituting 20% of the Board
of Directors) is to be elected to serve until the 2003 annual
meeting of stockholders and until his successor is duly elected
and qualified. The proxy cannot be voted for a greater number of
persons than one.
The Company's Restated Articles of Organization, as amended,
and By-laws and the Massachusetts Business Corporation Law
provide that the Board of Directors shall be composed of three
classes of directors, one class to be elected each year.
It is the intention of the persons named in the accompanying
form as proxies to vote for the election of Saul I. Reck to the
class of directors indicated, and for the term set forth therein.
In the unanticipated event that the nominee is unable to serve,
the persons named as proxies will vote for such substitute, if
any, as the present Board of Directors may designate or to reduce
the number of directors. Directors are elected by a plurality of
the votes cast for election of directors.
Information As To Officers, Directors and Beneficial Owners
The following table sets forth certain information, as of
November 30, 1999, with respect to the nominees, each of the
directors whose term extends beyond the Meeting, all officers and
directors as a group (6 persons) and each person owning five
percent or more of the Company's Common Stock. This table is
based on information furnished by such persons.
Number of
Shares of
Common Year
Stock Term
Name (1) Direct Beneficiall Percen Would
or y t Expire
Since Owned of and
Class Class
Salvatore J. Vinciguerra 1999 50,000 (2) 2.3% 2002
Class 3
Dr. Jacky Knopp, Jr 1972 88,000 (3) 4.1% 2002
Class 3
Saul I. Reck 1959 333,930 (4) 15.6% 2003
Class 1
Lyle E. Wimmergren 1978 20,000 (5) * 2001
Class 2
Dr. Robert E. Humphreys 1997 472,950 (6) 22.0% 2001
Class 2
All executive officers and -- 1,057,780 45.8% --
directors as a group (7)
(6 persons)
Joseph A. Lalli -- 183,550 (8) 8.6% --
6 Middlemont Way, Stow, MA
Stanley A. Goldstein and -- 117,500 (9) 5.5% --
Audrey I. Goldstein
2 No. Montgomery Ave.,
Atlantic City, NJ
*Less than one percent
(1) Unless otherwise noted, each
person's address is c/o Goddard Industries, Inc., 705
Plantation Street, Worcester, Massachusetts 01605, and
each person identified possesses sole voting and
investment power with respect to the shares set forth
opposite such person's name.
(2) Consists of options to acquire
50,000 shares exercisable within 60 days of November 30,
1999 held by Mr. Vinciguerra.
(3) Includes 32,000 shares owned by
Dr. Knopp's wife, as to which he disclaims beneficial
ownership, and options to acquire 20,000 shares held by
Dr. Knopp.
(4) Includes 5,250 shares held by
Mr. Reck's wife, as to which he disclaims beneficial
ownership and options to acquire 10,000 shares held by
Mr. Reck.
(5) Consists of options to acquire
20,000 shares held by Mr. Wimmergren.
(6) Includes 217,650 shares as to
which Dr. Humphreys has sole voting and dispositive
power and 240,300 shares as to which Dr. Humphreys
shares voting and dispositive power by virtue of a power
of attorney over the investment accounts of seven
persons. Dr. Humphreys and certain other persons,
acting as a group, beneficially own an aggregate of
457,950 shares. Also includes options to acquire 15,000
shares held by Dr. Humphreys. Dr. Humphreys's address
is One Innovation Drive, Worcester, Massachusetts
01605.
(7) In addition to the matters
noted above in (2)-(6), includes 19,900 shares owned by
one executive officer jointly with his wife and options
to acquire 25,000 shares held by such officer.
(8) Mr. Lalli has reported to the
Company that a Schedule 13D, Amendment No. 6, was filed
with the Securities and Exchange Commission indicating
that he has sole voting and dispositive power over
154,050 shares and shared voting and dispositive power
with his wife over 29,500 shares.
(9) Based upon information reported
in a Schedule 13G filed with the Securities and Exchange
Commission. Mr. and Mrs. Goldstein share voting and
dispositive power over 117,500 shares.
Mr. Saul I. Reck, age 81, the founder and Chairman of the
Board of the Company, served as President and Treasurer from 1960
until October 19, 1998.
Mr. Vinciguerra, age 61, has served as Chief Executive
Officer, President and Treasurer of the Company since October 19,
1998. Prior to joining the Company, he served as Chief Executive
Officer and director of Ferrofluidics Corporation from June 1996
until June 1998 and as its President from January 1995 until June
1996. From 1991 until 1994, Mr. Vinciguerra served as President
and Chief Executive Officer of the Weighing and Systems Group of
Staveley Industries, plc. Mr. Vinciguerra is a member of the
Board of Directors of Metrisa Corporation, Saphikon Corporation
and Carr Separations, Inc., a member of the Board of Directors of
the Japan Society of Boston and a Trustee of the Collaborative
Laboratory Charter School of Boston.
Dr. Knopp, age 77, has served as a director since 1972. For
more than five years, he has been an account executive at the
stock brokerage firm of Moors & Cabot, Inc. and its predecessors.
Dr. Knopp is also Professor Emeritus of Canisius College,
Buffalo, New York.
Mr. Wimmergren, age 68, has served as a director since 1978.
He is Professor Emeritus of Management at Worcester Polytechnic
Institute, Worcester, Massachusetts.
Dr. Humphreys, age 57, has served as a director since 1997.
Since August 1995, Dr. Humphreys has been President of Antigen
Express, Inc., a biotech company focused on creating drugs for
auto-immune diseases. Prior to August 1995, he was Professor and
interim Chair of the Department of Pharmacology at the University
of Massachusetts Medical School.
Saul I. Reck is the father of Michael E. Reck, President of
the Webstone Company, Inc., and Joel M. Reck, Clerk of the
Company.
The Board of Directors of the Company held six meetings
during the fiscal year ended October 2, 1999. Each present
director attended at least 75% of the meetings of the Board of
Directors and of all committees of which he was a member.
The Board of Directors has an Audit Committee and a
Compensation Committee, both composed of Dr. Knopp and Mr.
Wimmergren. The Audit Committee, which met once during the last
fiscal year, is charged with recommending to the Board of
Directors retention of a firm of independent accountants and with
reviewing the Company's internal audit and accounting controls,
the report of the independent accountants and the financial
statements of the Company. The Compensation Committee, which met
once during the last fiscal year, is responsible for recommending
salary and bonus levels of officers and key employees. There is
no Nominating Committee of the Board of Directors. The Board of
Directors as a whole will consider nominees for director
submitted to it in writing by any shareholder.
Executive Compensation
The following table sets forth information concerning the
annual compensation for the chief executive officer, former chief
executive officer, and each of the other most highly compensated
executive officers of the Company whose annual salary and bonus,
if any, exceeded $100,000 for services in all capacities to the
Company during the last fiscal year.
SUMMARY COMPENSATION TABLE
Annual Compensation
All Other
Name and Fiscal Year Salary Bonus Compensatio
n
Principal Ended ($) ($) ($)
Position
Salvatore 10/2/99 $140,000 $35,000 $16,700 (1)
J.
Vinciguerra
Chief 10/3/98 -- -- --
Executive
Officer, 9/27/97 -- -- --
President &
Treasurer
Donald 10/2/99 $100,000 $6,500 $5,000 (2)
Nelson
Vice 10/3/98 95,000 10,000 --
President
9/27/97 85,200 20,000 --
Saul I. 10/2/99 37,000 $42,000 (3)
Reck
Former 10/3/98 115,000 120,700 (4) $10,000 (2)
Chief
9/27/97 115,000 143,300 (4) $10,000 (2)
Executive
Officer
and
President
(1) Consists of payments made by the Company to Mr.
Vinciguerra as a percentage of management fees received by
the Company for Mr. Vinciguerra's services rendered pursuant
to the terms of an agreement, which is no longer in effect,
between the Company and Carr Separations, Inc.
(2) Consists of cash payments used for purchase of
retirement benefits.
(3) Consists of cash payments of retirement benefits.
(4) Under the terms of his Employment Agreement with
the Company, Mr. Reck was entitled to receive a bonus equal
to 10% of the amount by which Company pre-tax profits
exceeded specified base amounts.
The following table shows information concerning the
grant of stock options and SARs during fiscal 1999 to each
of the named executive officers.
OPTION/SAR GRANTS FOR LAST FISCAL YEAR
Number of Percent of
Securities Total
Underlying Options/SAR
Options/SAR s Granted Exercise or
Name s Granted to Base Price Expiration
Employees Date
in Fiscal
Year
Salvatore 200,000 100% $1.625 10/19/2008
J.
Vinciguerra
Donald -- -- -- --
Nelson
Saul I. -- -- -- --
Reck
The following table shows information concerning the
exercise of stock options during fiscal 1999 and the fiscal
year-end value of unexercised options and stock appreciation
rights.
AGGREGATED OPTION/SAR EXERCISES IN LAST
FISCAL YEAR AND FY-END OPTION/SAR VALUES
Number of Value of
Securities Unexercised
Underlying In-the Money
Unexercised
Options/SARs Options/SARs
at
Shares At 10/2/99 At 10/2/99
Acquired
on Value Exercisable/Une Exercisable/Un
Exercise Realized xercisable exercisable
Name (#) ($) (#) ($)
Salvator -- -- 0 / 200,000 0 / 50,000
e J.
Vincigue
rra
Donald -- -- 25,000 / 0 13,750 / 0
Nelson
Saul I. -- -- 5,000 / 0 0 / 0
Reck
In connection with the hiring of Mr. Vinciguerra as
Chief Executive Officer, President and Treasurer, the
Company entered into an Employment Agreement with him dated
October 19, 1998. Under the Employment Agreement, Mr.
Vinciguerra is entitled to a base salary of $140,000 per
year, plus a bonus of up to 25% of his base salary at the
discretion of the Board of Directors. In addition, he was
granted ten year incentive stock options to acquire 200,000
shares of Common Stock. Those options vest 25% at the end
of each of the first four years of employment, with
acceleration of vesting upon the happening of certain
events. In October 1999, Mr. Vinciguerra was granted
incentive stock options to acquire an additional 50,000
shares of Common Stock on similar terms. Mr. Vinciguerra is
entitled to six months severance upon termination of his
employment by the Company other than for cause.
Compensation of Directors
Each director who is not also an officer or employee of
the Company receives a base fee of $2,400 per year. Each
director who is not also an officer or employee of the
Company and who lives in the greater Worcester area receives
$500 for each directors' meeting he attends. Each director
who is not also an officer or employee of the Company and
who lives outside the greater Worcester area receives $750
for each such meeting, plus travel expenses to and from
Worcester. No extra compensation is paid for attendance at
meetings of committees. All non-employee directors as a
group were paid $24,600 for services rendered during fiscal
year 1999.
The Board of Directors has a Severance Compensation
Plan for certain officers and all directors in the event
that there is a "change in control" of the Company not
approved by the Board of Directors resulting in the
termination of employment or reduction in the duties and
responsibilities of the President, Vice-Presidents and
Treasurer (as determined by the Board of Directors) and/or a
termination of service as director of the Company. The plan
provides that such President, Vice-Presidents and Treasurer
will continue to receive the compensation being paid to them
at the time of the termination or change in the nature of
employment, for a period of five years following such
termination or change, and the non-employee directors will
continue to receive directors' fees of $500 or $750 per
fiscal quarter, depending on whether or not the director
lives in the greater Worcester area, for such five year
period. At the current rate of compensation this would
entail an aggregate payment of $1,200,000 to the executive
officers as a group and a payment of $50,000 to the non-
employee directors as a group.
PROPOSAL NO. 2
APPROVAL OF AN AMENDMENT TO THE 1998 EQUITY INCENTIVE PLAN
On March 12, 1999, the stockholders of the Company
approved the Company's 1998 Equity Incentive Plan (the "1998
Plan"). The purposes of the 1998 Plan are to attract and
retain key employees, directors, and consultants, to provide
an incentive for them to assist the Company to achieve long-
range performance goals and to enable them to participate in
the long-term growth of the Company.
All employees and, in the case of awards other than
incentive stock options, directors and consultants of the
Company or any affiliate (as that term is defined in the
1998 Plan) capable of contributing significantly to the
successful performance of the Company, other than a person
who has irrevocably elected not to be eligible, are eligible
to participate in the 1998 Plan. As of January 19, 2000,
there were approximately 34 persons eligible to participate.
As originally adopted, the 1998 Plan provided that a
maximum of 300,000 shares of Common Stock would be available
for issuance under the 1998 Plan. The shares of Common
Stock available for issuance under the 1998 Plan are subject
to adjustment for any stock dividend, recapitalization,
stock split, stock combination or certain other corporate
reorganizations. Shares issued may consist in whole or in
part of authorized but unissued shares or treasury shares.
Shares subject to an award that expires or is terminated
unexercised or is forfeited for any reason or settled in a
manner that results in fewer shares outstanding than were
initially awarded will again be available for award under
the 1998 Plan.
On December 17, 1999, the Board of Directors approved
the proposed amendment to the 1998 Plan and recommended that
it be submitted to the stockholders for their approval. The
proposed amendment is attached hereto as Exhibit A. The
amendment would increase the number of shares of Common
Stock available for issuance pursuant to the 1998 Plan from
300,000 shares to 600,000 shares, subject to future
adjustment as provided in the 1998 Plan. Management has
recommended this amendment so that it can continue to reward
officers and key employees of the Company having substantial
management responsibilities with the opportunity to acquire
a proprietary interest in the Company as an additional
incentive to promote its success and remain in its employ.
As of January 19, 2000, options to purchase 321,500
shares of Common Stock had been granted under the 1998 Plan,
including 250,000 options to Salvatore J. Vinciguerra, the
Company's Chief Executive Officer, President and Treasurer,
and 71,500 options to various employees of the Company
subject to the stockholders' approval of the amendment to
the 1998 Plan. In the event the amendment to the 1998 Plan
does not receive the necessary stockholder approval, the
71,500 options to various employees will automatically
convert to non-qualified stock options outside of the 1998
Plan. The closing price of the Company's Common Stock on
January 19, 2000 was $1.441.
The affirmative vote of a majority of the votes of
holders of the Common Stock present in person or by proxy at
the Meeting is required to approve the amendment to the 1998
Plan.
The Board of Directors recommends that stockholders
vote FOR approval of Proposal No. 2.
OTHER MATTERS
Certain Transactions
On July 2, 1999, after several months of negotiations
between the Company and Michael E. Reck, son of Saul I. Reck, a
special committee of directors reached an agreement to sell the
stock of The Webstone Company, Inc. ("Webstone"), a subsidiary of
the Company, to Michael Reck for a purchase price of $1,789,000 -
$1,389,000 in cash at closing, $150,000 in the form of a ninety
day non-interest-bearing loan, and $250,000 in preferred stock of
Webstone. Fechtor Detwiler, Inc., provided an opinion to the
Board of Directors that the transaction was fair to the Company.
Relationship with Independent Public Accountants
The Audit Committee of the Board of Directors has selected
Greenberg, Rosenblatt, Kull & Bitsoli, P.C. as independent
auditors for the Company for the current fiscal year. That firm
and its predecessors have served in such capacity since fiscal
year 1982.
It is anticipated that a representative of Greenberg,
Rosenblatt, Kull & Bitsoli, P.C. will be present at the Meeting.
The representative will be afforded the opportunity to make a
statement and is expected to be available to respond to
appropriate questions.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934, as
amended, requires the Company's executive officers and directors,
and persons who own more than 10% of the Company's Common Stock,
to file reports of ownership and changes in ownership on Forms 3,
4 and 5 with the Securities and Exchange Commission. Executive
officers, directors and greater than 10% stockholders are
required to furnish the Company with copies of all Forms 3, 4 and
5 they file.
Based solely on the Company's review of the copies of such
forms it has received and written representations from certain
reporting persons that they were not required to file Forms 5 for
specified fiscal years, the Company believes that all of its
executive officers, directors and greater than 10% stockholders
complied with all Section 16(a) filing requirements applicable to
them during the Company's fiscal year ended October 2, 1999.
Other Matters To Be Acted Upon
The Board of Directors has no knowledge of any other matters
which may come before the Meeting and does not itself intend to
present any such matters. However, if any other matters shall
properly come before the Meeting, the persons named as proxies
will have discretionary authority to vote the shares represented
by the accompanying proxy in accordance with their own judgment.
Shareholder Proposals
Shareholder proposals intended to be presented at the Annual
Meeting in 2001 and included in the Company's proxy materials
pursuant to Rule 14a-8 promulgated under the Securities Exchange
Act of 1934, as amended must be received by the Company on or
before September 27, 2000 and should be addressed to Salvatore J.
Vinciguerra, President, Goddard Industries, Inc., 705 Plantation
Street, Worcester, Massachusetts 01605. If a proponent fails to
notify the Company by December 11, 2000 of a non-Rule 14a-8
shareholder proposal which it intends to submit at the Annual
Meeting in 2001, the proxy solicited by the Board of Directors
with respect to such meeting may grant discretionary authority to
the proxies named therein to vote with respect to such matter.
Annual Report And Form 10-KSB
Additional copies of the Annual Report to Stockholders for
the fiscal year ended October 2, 1999 and copies of the Annual
Report of the Company to the Securities and Exchange Commission
on Form 10-KSB for that fiscal year are available to stockholders
without charge upon written request addressed to Lucy J. Rybacki
at the Company at 705 Plantation Street, Worcester, Massachusetts
01605.
IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY.
THEREFORE, STOCKHOLDERS ARE URGED TO FILL IN, SIGN AND RETURN THE
ACCOMPANYING FORM OF PROXY IN THE ENCLOSED ENVELOPE.
EXHIBIT A
AMENDMENT
TO
GODDARD INDUSTRIES, INC.
1998 EQUITY INCENTIVE PLAN
WHEREAS: The Board of Directors of the Goddard Industries,
Inc. (the "Corporation") has determined that it is in
the best interests of the Corporation that the number
of shares available for issuance under the 1998
Equity Incentive Plan (the "1998 Plan") be increased
by 300,000 shares, from 300,000 shares to 600,000
shares.
WHEREAS: The stockholders of the Corporation have approved
this Amendment to the 1998 Plan.
NOW,
THEREFORE: The first and second sentences of Section 5(a) of the
1998 Plan are hereby deleted in their entirety and
replaced with the following:
Subject to adjustment under subsection (b), Awards
may be made under the Plan of Options to acquire not
in excess of 600,000 shares of Company Common Stock.
Other Awards may be made as the Board may determine,
provided that a maximum of 600,000 shares of Common
Stock may be issued under this Plan.
PROXY GODDARD INDUSTRIES, INC. PROXY
The undersigned hereby appoints Dr. Robert E. Humphreys and
Mr. Lyle E. Wimmergren, and each of them, with full power of
substitution, attorneys and proxies to represent the undersigned
at the Special Meeting in Lieu of Annual Meeting of Stockholders
of Goddard Industries, Inc. to be held on Friday, March 17, 2000
and at any adjournment or adjournments thereof, with all power
which the undersigned may be entitled to vote at said meeting
upon the following proposals more fully described in the notice
of and proxy statement for the meeting in accordance with the
following instructions and with discretionary authority upon such
other matters as may come before the meeting. All previous
proxies are hereby revoked.
1. Election of Directors
To elect to serve as director until the year 2003: Saul I.
Reck
FOR the nominee
WITHHOLD AUTHORITY on the nominee
2. Proposal to approve an amendment to the Company's 1998 Equity
Incentive Plan
FOR AGAINST ABSTAIN
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS. IT
WILL BE VOTED AS DIRECTED BY THE UNDERSIGNED AND IF NO DIRECTION
IS INDICATED, IT WILL BE VOTED FOR THE ELECTION OF THE NOMINEE
AND FOR THE ADOPTION OF THE AMENDMENT TO THE COMPANY'S 1998
EQUITY INCENTIVE PLAN.
(PLEASE FILL IN, DATE AND SIGN ON THE REVERSE SIDE AND RETURN IN
THE ENCLOSED ENVELOPE)
Dated:
___________________________, 2000
______________________________________
Signature(s)
______________________________________
(Signatures should be the same
as the name
printed hereon. Executors,
administrators,
trustees, guardians,
attorneys and officers of
corporations should add their
titles when signing.)
