Proxy Statement Pursuant to Section 14(a) of Securities and Exchange
Act of 1934
Filed by the Registrant (X)
Filed by a Party other than the Registrant ( )
Check the Appropriate Box:
( ) Preliminary Proxy Statement
(X) Definitive Proxy Statement
( ) Definitive Additional Materials
( ) Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12
Hampton Industries, Inc.
(Name of Registrant as Specified in its Charter)
Frank E. Simms
Chief Financial Officer,
Vice President - Finance, and Treasurer
(Name of Person Filing Proxy Statement)
HAMPTON INDUSTRIES, INC.
(A North Carolina Corporation)
P.O. Box 614
Kinston, NC 28502
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
May 23, 2000
To the Shareholders:
This is to notify you that the Annual Meeting of Shareholders of
Hampton Industries, Inc. (hereinafter referred to as the "Company")
will be held at 10:00 A.M. on Tuesday, May 23, 2000, in the Conference
Center, at Hahn & Hessen LLP, 36th Floor, Empire State Building, 350
Fifth Avenue, New York, NY 10118 for the following purposes:
I. To elect a Board of six Directors to serve for one year
or until the election of their successors;
II. To transact such other business as may properly come
before the meeting. (No such other business is known
to the management.)
Shareholders of record at the close of business on April 3, 2000
are entitled to notice of and to vote at the Annual Meeting or
adjournments thereof.
The Board of Directors cordially invites you to attend the
meeting in person. However, whether or not you plan to attend, it
would be greatly appreciated if you would mark and sign the enclosed
Proxy, returning it to the American Stock Transfer and Trust Company
in the addressed, postage-paid reply envelope which is enclosed for
your convenience. If you should thereafter decide to attend the
meeting in person and you desire to vote your shares, you may do so
and your Proxy will be returned to you. In addition, you are entitled
to revoke your Proxy at any time prior to voting by presenting a proxy
bearing a later date or by giving notice of such revocation to the
Secretary at the office of the Company at 2000 Greenville Highway,
P.O. Box 614, Kinston, NC 28502.
The annual report of the Company for the fiscal year ended
January 1, 2000 is enclosed, but is not part of the Company's proxy
solicitation material.
ROGER M. EICHEL,
Senior Vice President
and Secretary
Dated: April 3, 2000
- -1-
HAMPTON INDUSTRIES, INC.
2000 Greenville Highway
P.O. Box 614
Kinston, NC 28502
PROXY STATEMENT
===============
This proxy statement and proxy/voting instruction card are being
delivered to all holders of common shares of Hampton Industries, Inc.
(the "Company") in connection with the solicitation of proxies by the
Board of Directors for the Annual Meeting of Shareholders to be held
on May 23, 2000. All holders of record on April 3, 2000 are entitled
to one vote for each share owned on each matter that comes before the
meeting. A majority of the shares entitled to vote represented in
person or by proxy shall constitute a quorum. The only matters known
to be brought before the meeting are those included in this proxy
statement. As of the record date there were 5,553,374 shares of
Common Stock outstanding and entitled to vote.
Principal Shareholders
<TABLE>
The following table sets forth as of April 3, 2000, the
beneficial ownership by each person known by the Company to own
beneficially more than 5% of the Company's outstanding Common Stock
and information as to the beneficial ownership of such outstanding
Common Stock by all Directors and Executive Offecers as a group:
<CAPTION>
Name and address of Amount and nature of Percent
beneficial owner beneficial ownership (1) of Class
================== ==================== =======
<S> <C> <C>
David Fuchs (15 W. 34th St.,
New York, NY 10001-3060) 595,324 10.7%
Steven Fuchs (15 W. 34th St.,
New York, NY 10001-3060) 569,453 (2) 10.2%
Pearl F. Schechter (P.O.
Box 614, Kinston, NC 28502) 540,154 (3) 9.7%
Paul Chused (P.O. Box 614,
Kinston, NC 28502) 394,172 (4) 7.1%
Les Fuchs (3035 River North
Pkwy, Atlanta, GA 30328-1117 523,095 9.4%
Dimensional Funds Advisors, Inc.
1299 Ocean Avenue, Suite 650
Santa Monica, CA 90401 448,497 (5) 8.1%
All Directors and Officers as a
group (4 Executive Officers
and 6 Directors) 2,421,167 43.6%
- -2-
<FN>
<FN1>
(1) As reported to the Company by the Directors and nominee and
executive officers (including shares held by spouses, minor children,
affiliated companies, partnerships and trusts over which the named person
has beneficial ownership). The table includes shares which the
individual has the right to acquire beneficial ownership
currently or within 60 days after April 3, 2000, upon exercise of
non-qualified stock options.
<FN2>
(2) Includes 81,353 shares held by a charitable trust of which Mr.
Fuchs is a Trustee, as to which Mr. Fuchs disclaims beneficial interest.
<FN3>
(3) Includes 104,095 shares owned by Mr. Schechter, a Director of the
Company, as to which Mrs. Schechter disclaims beneficial interest.
<FN4>
(4) Includes 11,071 shares held by Mr. Chused as Custodian for his
children, 35,040 shares held by a partnership of which Mr.
Chused is managing agent and 116,990 shares held by Mr. Chused as
custodian for the minor children of his brother, as to which
Mr. Chused disclaims benificial interest. Includes 22,227 shares
held in Trust of which Mr. Chused is the beneficiary. Excludes 44,454
shares held in Trust in which Mr. Chused disclaims beneficial interest.
<FN5>
(5) Based solely on statements filed with the Securities and Exchange
Commission pursuant to Section 13 (g) of the Exchange Act, all such
shares are owned by investment advisory clients of Dimensional Fund
Advisors, Inc., (" Dimensional") no one of which to the knowledge
of Dimensional, owns more than 5% of the class. Dimensional
disclaims beneficial ownership of all such shares. The Company has no
independent knowledge with respect hereto.
</FN>
</TABLE>
ELECTION OF SIX DIRECTORS
Six directors will be elected at the Annual Meeting to serve
until the next Annual Meeting of Shareholders or until a successor is
elected. The Board of Directors has nominated for election the six
persons named below. All of the nominees are currently directors and
were elected by the shareholders. The Proxies solicited by the Board
of Directors will be voted for the election of the following
candidates (except those Proxies in which authority is withheld) in
the absence of a vacancy in the proposed slate. Each candidate has
agreed to serve if elected, and the Company does not contemplate that
any of the candidates will be unavailable for election; however, in
the event of a vacancy in the proposed slate occasioned by death or
other unexpected occurrence, the Proxies will be voted according to
the best judgment of the Proxy holders.
<TABLE>
<CAPTION>
Shares of
voting stock
Name, age Year in beneficially Percent
and Principal which first owned April 3, of
occupation elected (1) 2000 (2) Class
============= =========== ============== =======
<S> <C> <C> <C>
David Fuchs (75)
Chairman and Chief Executive
Officer of Company 1946 595,324 10.7%
Steven Fuchs (40)
President 1993 569,453 10.2%
Sol Schechter (83)
Director of Company 1946 540,154 (3 9.7 %
Paul Chused (56)
Vice President 1979 394,172 (4) 7.1%
- -3-
Roger M. Eichel (51)
Senior Vice President
and Secretary 1997 297,050 (5) 5.3%
Barbara M. Henagan (41)
Managing Director
Linx Partners, LLC
Atlanta, GA
Also a director of
Batteries Batteries
and General Bearing 1998 10,010 0.2%
<FN>
<FN1>
(1) To the Board of Directors of the Company or its predecessors.
Footnote (1), page 2, is incorporated by reference.
<FN2>
(2) Footnote (2), page 2 is incorporated by reference.
<FN3>
(3) Includes 433,309 shares owned by Mrs. Schechter, as to which Mr.
Schechter disclaims beneficial interest.
<FN4>
(4) Footnote (4), Page 2 is incorporated by reference.
<FN5>
(5) Represents 227,838 shares owned by Mrs. Eichel.
</FN>
</TABLE>
There are no arrangements or understandings pursuant to which
any of the above named were elected as Officers or Directors. All
Officers and Directors hold office for one year or until their
successors are elected and qualified, unless otherwise specified by
the Board of Directors. Any Officer or Director is subject to removal
with or without cause, at any time, by a vote of the majority of the
Board of Directors.
All of the above named, except Barbara M. Henagan, are related
by blood or marriage. David Fuchs and Sol Schechter are brothers-in-
law. Paul Chused is their nephew. Steven Fuchs is the son of David
Fuchs and nephew of Sol Schechter. Roger M. Eichel is the son-in-law
of David Fuchs and the brother-in-law of Steven Fuchs.
All of the Executive Officers have served in various executive
capacities over the past five years. David Fuchs was elected to his
present office in 1975. Sol Schechter was President of the Company
from 1975 until his retirement in 1994. Paul Chused was elected to
his present office (non-executive officer) in January 1996. He was
President from May 1994 to January 1996, Senior Vice President from
1993 to 1994 and prior thereto Vice President of Operations for in
excess of five years. Steven Fuchs was elected to his present
position in January 1996. He was previously President of Hampton
Shirt Co., Inc. (a subsidiary) from May 1992 and Vice President-
Merchandising from May 1991. He has held various merchandising and
sales positions with the Company for more than five years prior
thereto. Roger M. Eichel was elected Senior Vice President in 1997,
prior thereto he was Vice President and Secretary of the Company.
Barbara M. Henagan has been Managing Director of Linx Partners,
LLC for more than five years.
- -4-
COMPENSATION OF EXECUTIVE OFFICERS AND DIRECTORS
Summary Compensation Table
<TABLE>
The following table sets forth the compensation for the past
three fiscal years of the Chief Executive Officer and each of the
Executive Officers as of the end of the 1999 fiscal year.
<CAPTION>
Annual Compensation
Other
Name and Principal Annual
Position Year Salary Bonus(1) Compensation(2)
================== ==== ====== ======== ===============
<S> <C> <C> <C> <C>
David Fuchs 1999 $475,000 $- $-
Chairman and 1998 550,000 - -
Chief Executive 1997 562,500 - -
Officer
Steven Fuchs 1999 475,000 - -
President and 1998 400,000 - -
Director 1997 371,100 - -
Roger M. Eichel 1999 300,000 - -
Senior Vice President, 1998 255,000 - -
Secretary and Director 1997 255,000 - -
Frank E. Simms 1999 200,000 - -
Chief Financial Officer 1998 175,000 - -
Vice President-Finance 1997 144,423 - -
and Treasurer
<CAPTION>
Long Term Compensation
Non-Qualified All
Name and Principal Stock Other
Position Year Option Plan(3) Compensation(4)
================== ==== ============== ===============
<S> <C> <C> <C>
David Fuchs 1999 $- $ 16,953
Chairman and 1998 - 17,544
Chief Executive 1997 - 18,107
Officer
Steven Fuchs 1999 - 48,648
President and 1998 - 32,383
Director 1997 - 21,980
Roger M. Eichel 1999 - 20,537
Senior Vice President, 1998 - 15,110
Secretary and Director 1997 - 12,044
Frank E. Simms 1999 - 12,276
Chief Financial Officer, 1998 - 7,217
Vice President-Finance 1997 - 2,880
and Treasurer
<FN>
<FN1>
(1) All executive officers are participants in the Executive Bonus
Plan. No bonuses were earned under the Plan in 1999.
<FN2>
(2) No amounts for executive perquisites and other personal
benefits, securities or property are shown where the aggregate
dollar amount per executive is not in excess of the lesser of either
$50,000 or 10% of annual salary and bonus.
<FN3>
(3) The Company adopted a non-qualified stock option plan in 1992.
The purpose of the program is to furnish a significant equity
opportunity to the executive which provides an incentive to build
long-term stockholder value.
<FN4>
(4) Includes the Company's contribution to the 401 (k) Plan, interest
credited to the Supplemental Retirement Plan for Key Employees
and the Company's contribution to the Nonqualified Deferred
Compensation Plan. For 1999, the company made a contribution of
$2,880 under the 401 (k) Plan for each of the four named
individuals. Interest credited under the Supplemental Retirement
Plan for Key Employees for the named individuals were as follows:
David Fuchs $16,953, Steven Fuchs $21,265 and Roger Eichel
$10,202. Contributions under the Nonqualified Deferred
Compensation Plan for Key Executives were as follows: Steven
Fuchs $24,504, Roger M. Eichel $7,455 and Frank E. Simms $9,396.
- -5-
<FN5>
(5) Reference is made to the information under the caption "Certain
Transactions".
</FN>
</TABLE>
Directors, who are not Officers of the Company, receive $1,000
for attendance at each meeting of the Board of Directors and $1,000
for attendance at each committee meeting and a retainer of $500 for
each committee chairmanship. A cap of $10,000 would be applied to the
amount of fees and retainers received in any one year. Travel and
accommodation expenses of the Directors incurred in attending Board
meetings are reimbursed by the Company.
MEETINGS OF THE BOARD OF DIRECTORS AND COMMITTEES
During the 1999 fiscal year, the Board of Directors met four
times. All of the Directors, attended each of the scheduled meetings
during their incumbency.
The Company's Audit Committee consisted of Herbert L. Ash,
Barbara Henagan and Sol Schechter, independent directors. The Audit
Committee met three times during the year. The Audit Committee confers
with the Company's independent auditors on matters concerning the
Company's internal control system, the maintenance of its books and
other matters as appropriate.
The Executive Compensation Committee, which met once during the
1999 fiscal year, is composed of David Fuchs, Sol Schechter, Paul
Chused, Steven Fuchs, Barbara Henagan. All except for Barbara Henagan
are related family members and executive officers or former executive
officers of the Company. The Compensation Committee reviews
executives' salaries, administers various incentive compensation plans
and recommends action to the Board of Directors on matters related to
compensation for officers and key employees of the Company and its
subsidiaries. Each of the members abstains from compensation matters
concerning their own compensation.
The Company does not have a Nominating Committee of the Board of
Directors separate and apart from the Board of Directors as a whole.
REPORT OF EXECUTIVE COMPENSATION COMMITTEE
The members of the Committee and their families own approximately
38.0% of the Company's outstanding shares of Common Stock. The Board
believes the members of the Committee, by reason of their stock
ownerships and commitment to the Company, are substantially motivated
to act on behalf of all shareholders to optimize overall corporate
performance, thereby increasing the intrinsic value of each
shareholder investment in the Company.
Base Salary
The Chairman and Chief Executive Officer was paid at the rate of
$475,000 annually. The Board believes that his compensation is
comparable to that generally paid to Chief Executives of similar
companies having comparable responsibilities.
Compensation paid to the three other executives has been
determined after consultation between the Committee and the Board.
The Board has relied extensively on the views of the Committee. The
amount of compensation received by each of the officers is believed to
be competitive with amounts paid to executives with comparable
qualifications, experience and responsibilities at companies of
comparable size. Past performance and expectations concerning future
contributions to the success of the Company and its business are also
considered in determining compensation.
Employment/Separation Agreement
In November 1998, the Board of Directors authorized the execution
of an employment agreement with the Company's President, Steven Fuchs.
The initial term of this agreement is for three years with an
automatic one year renewal period unless sooner terminated. The
agreement is intended to provide for continuity of management in the
event of a change in control. The Board of Directors considers the
maintenance of sound and vital management to be essential to
protecting and enhancing the best interests of the Company and its
shareholders.
- -6-
In the event of a change in control of the Company and the
President is terminated for reasons other than disability or cause, or
if he terminates his employment for "good reason", Mr. Fuchs is
entitled to a severance payment consisting of his base salary, average
performance bonus and other Company benefits including the vesting of
stock options. In addition, an amount equal to two times his base
salary may be earned pursuant to a covenant not to compete. Should
the Company elect not to renew this agreement, Mr. Fuchs would receive
a severance payment of 125% his base salary as well as certain stock
option benefits.
Executive Bonus Plan
The Executive Bonus Plan (the "Bonus Plan") is a cash-based
incentive bonus program. The purpose of the plan is to motivate and
reward eligible employees for their contribution to achieve corporate
goals by making a portion of their cash compensation dependent upon
exceeding certain pretax earnings goals.
The Bonus Plan provides for a bonus amount of up to 75% to 200%
of the executive's base salary, once a minimum pretax earnings level
is reached. The Committee has the discretion to reduce (but not to
increase) an individual's actual bonus payment which would otherwise
be payable under the formula. The plan requires that an executive
officer be employed as of the last day of the performance period for
which the bonus is payable and paid in order to be eligible to receive
payment of the bonus.
The Committee, at its discretion, (1) sets the particular goals
each year, which may vary from year to year, (2) may revise each
executive's percentage of participation and (3) may include or exclude
selected officers.
For 1999, no bonuses were earned under the Executive Bonus Plan.
Profit Sharing and Retirement Savings Plan
The Company has a Qualified Profit Sharing and Retirement Savings
Plan (the "Plan") which covers all associates of the Company. During
1999, the Company made a matching contribution of 40% of the deferral
amount that associates elect to make (as limited by the Internal
Revenue Service Code) and the Company has set the matching
contribution rate for 2000 at 40%. The Company has the option of
changing the matching contribution each year and the right to amend,
modify or terminate the Plan.
Supplemental Retirement Plan for Key Employees
The Company maintains a Supplemental Retirement Plan for Key
Employees (the "Supplemental Plan") to permit certain key associates
to defer receipt of current compensation in order to provide retirement
benefits on behalf of such associates. Company profit sharing credits are
determined at the discretion of the Board of Directors. Amounts of
profit sharing credits are vested in the same manner as vesting occurs
under the Company's Qualified Profit Sharing and Retirement Savings
Plan. Participant deferrals are fully vested. An annual return equal
to the Moody's AAA Corporate bond rate is added to each participant
deferred compensation account balance and employer profit sharing
credit account balance. The Company may provide supplemental profit
sharing credits to one or more active participants in the Supplemental
Plan, the amount of which shall be determined by the Board of
Directors in its sole and absolute discretion.
As of January 1, 2000, there were 35 participants in the
Supplemental Plan, including 3 of the 4 executive officers of the
Company. The Supplemental Plan is not intended to be a qualified plan
under the provisions of the Interrnal Revenue Code. The Supplemental Plan
is intended to be unfunded and, therefore, all compensation deferred
under the Supplemental Plan is held by the Company and commingled with
its general assets.
Participant additions to the Supplemental Plan were suspended as
of January 1, 1996.
- -7-
Deferred Compensation Plan for Key Employees
In 1998, the Company instituted a Nonqualified Deferred
Compensation Plan for Key Employees (the "Deferred Plan") to permit
certain key employees to defer receipt of current compensation in
order to provide retirement benefits on behalf of such employees. The
Company may provide a matching contribution to the Deferred Plan. The
Company may provide supplemental profit sharing credits which are
determined at the discretion of the Board of Directors. Amounts of
matching contributions and profit sharing credits are vested in the
same manner as vesting occurs under the Company's Qualified Profit
Sharing and Retirement Savings Plan. For 2000 and 1999, the Company
established a matching rate of 40% of the employee's deferrals. The
Deferred Plan is not intended to be a qualified plan under the
provisions of the Internal Revenue Code. It is intended to be
unfunded and, therefore, all compensation deferred under the Deferred
Plan is held by the Company and commingled with its general assets.
However, employee deferrals and the Company's match are deposited each
month in Company owned insurance contracts. Within these contracts,
the employees have the option of selecting a variety of investments.
The return on these underlying investments will determine the amount
of earnings credit. The Company has the option of changing the
matching contribution each year, the right to amend, modify or
terminate the Deferred Plan.
Effective January 1, 1999, the Company adopted a Nonqualified
Deferred Compensation Plan for Key Employees (the "Deferred Key Plan")
to permit certain key employees to defer receipt of current
compensation up to a maximum of $10,000 per year for 1999, and $10,500
for 2000, in order to provide retirement and death benefits on behalf
of such employees. The Company may provide a matching contribution to
the Deferred Key Plan. The Company may provide supplemental profit
sharing credits which are determined at the discretion of the Board of
Directors. Amounts of matching contributions and profit sharing
credits are vested in the same manner as vesting occurs under the
Company's Qualified Profit Sharing and Retirement Savings Plan. For
1999 and 2000, the Company has established a matching rate of 40% of
the employees deferrals. The Deferred Plan is not intended to be a
qualified plan under the provisions of the Internal Revenue Code. It
is intended to be unfunded and, therefore, all compensation deferred
under the Deferred Key Plan is held by the Company and commingled with
its general assets. However, employee deferrals and the Company's
match are deposited each month in Company owned insurance contracts.
Within these contracts the employees have the option of selecting a
variety of investments. The return on these underlying investments
will determine the amount of earnings credit. The Company has the
option of changing the matching contribution each year and the right
to amend, modify or terminate the Deferred Key Plan.
Long-term Incentives
The Company's non-qualified stock option plan was adopted in
1992. Options granted under this plan are intended to attract and
retain qualified employees and directors, and to motivate their best
efforts on behalf of the Company's interest. It is intended that
options will constitute an important part of an executive's
compensation. The equity opportunity will provide an incentive to
build long-term shareholder value. Options for 34,950 shares were
granted during 1999. There were no options granted to directors or
officers in 1999.
Beginning one year after the date of grant, options can be
exercised at the rate of 20% per annum with payment in either cash or
shares of the Company's Common Stock, or a combination thereof.
Options may only be exercised during employment or within three months
after employment ceases. All stock option grants have a term of 10
years from the date of grant. The Company is unable to predict or
estimate the Company's actual future stock price or place a reasonably
accurate present value on the options granted.
- -8-
COMPARATIVE STOCK PERFORMANCE
The graph below compares the cumulative total stockholder return on
the common stock of the Company for the five fiscal years with the
cumulative return of the Dow Jones Industrial Average and the Dow Jones
Apparel Industry index. It assumes $100 invested on December 31, 1994
with reinvestments of dividends.
<TABLE>
A copy of this graph has been submitted to the SEC. A tabular form
of the graph is below.
<CAPTION>
Cumulative Total Return
---------------------------------------------
12/94 12/95 12/96 12/97 12/98 12/99
------ ------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C> <C>
Hampton Industries, Inc. 100.00 100.00 117.95 179.49 139.62 57.41
S & P 500 100.00 137.58 169.17 225.61 290.09 351.13
Dow Jones Textiles & Apparel 100.00 121.63 184.87 155.09 135.78 129.83
</TABLE>
CERTAIN TRANSACTIONS
During 1999, the Company retained the firm of Hahn & Hessen LLP,
for legal services, and said firm will be retained during the current
year.
OTHER BUSINESS AND INFORMATION
The Company does not intend to bring before the Meeting any
business other than as set forth in this Proxy Statement, and has not
been informed that any other business is to be presented at the Meeting.
However, if any matters other than those referred to above should
properly come before the Meeting, it is the intention of the persons
named in the enclosed Proxy to vote such Proxy in accordance with their
best judgment.
The Board of Directors has reappointed Deloitte & Touche LLP as
auditors of the Company and its subsidiaries for the current fiscal
year. Shareholders are not requested to act in connection with such
selection. A representative of Deloitte & Touche LLP is expected to be
present at the Shareholders' Meeting on May 23, 2000 to answer
appropriate questions and to make a statement if the representative
wishes to do so.
- -9-
SHAREHOLDER PROPOSALS
Shareholder proposals for the next Annual Meeting of Shareholders
must be received by the Company at P.O. Box 614, Kinston, NC 28502 on
or before December 3, 2000.
EXPENSES OF SOLICITATION
The solicitation of Proxies is being made on behalf of the Board of
Directors of the Company, and all expenses in connection therewith will
be paid by the Company. Requests will be made of brokerage houses and
other custodians, nominees and fiduciaries to forward the solicitation
material, at the expense of the Company, to the beneficial owners of
stock held of record by such persons.
By order of the Board of Directors,
ROGER M. EICHEL
Senior Vice President
and Secretary
- -10-
HAMPTON INDUSTRIES, INC
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints David Fuchs and Sol Schechter as proxies,
each with the power to appoint his subsitute, and hereby authorizes them to
represent and to vote, as designated, all shares of Common Stock of Hampton
Industries, Inc., held of record by the undersigned on April 3, 2000 at the
Annual Meeting of Shareholders to be held on Tuesday, May 23, 2000 at
10:00 a.m., in the Conference Center, at Hahn and Hessen LLP, 36th Floor,
Empire State Building, 350 Fifth Avenue, New York, NY or any adjournment
thereof.
(TO BE SIGNED ON REVERSE)
Nominees: David Fuchs
1. Election of FOR all nominees listed Steven Fuchs
Directors to the right (except as Sol Schechter
marked to the contrary) Paul Chused
Roger M. Eichel
Barbara Henagan
For, except vote withheld from the
following nominee(s):
__________________________________
__________________________________
__________________________________
WITHHOLD
AUTHORITY
to vote for all
nominees
2. In their discretion, the proxies are authorized to vote
upon such other business as may properly come before the
meeting (no such other business is known to management).
This proxy will be voted FOR election of all nominees
identified in Item 1 unless marked otherwise.
PLEASE MARK, DATE, SIGN AND RETURN THIS PROXY IN THE ENCLOSED ENVELOPE.
SIGNATURE _________________________ DATE _______________________
SIGNATURE _________________________ DATE _______________________
(IF HELD JOINTLY)
NOTE: Please sign exactly as name appears hereon. Joint owners should
each sign. When signing as attorney, administrator, trustee,
or guardian, please give full title as such.
