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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
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Check the appropriate box:
Preliminary Proxy Statement
- --
X Definitive Proxy Statement
- --
Definitive Additional Materials
- --
Soliciting Material Pursuant to ss.240.14a-11(c) or ss.240.14a-12
- --
Confidential, for Use of the Commission Only(as permitted by Rule 14a-6(e)(2))
IEC Electronics Corp.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in its Charter)
- --------------------------------------------------------------------------------
(Name of Persons(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
X No fee required
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11
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1) Title of each class of securities to which transaction applies:
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2) Aggregate number of securities to which transaction applies:
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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):
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4) Proposed maximum aggregate value of transaction:
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5) Total fee paid:
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Fee paid previously with preliminary materials.
- -------
Check box if any part of the fee is offset as provided by Exchange Act
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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:
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2) Form, Schedule or Registration Statement No.
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3) Filing party:
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4) Date filed:
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<PAGE>
IEC ELECTRONICS CORP.
105 NORTON STREET
NEWARK, NEW YORK 14513
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held
February 24, 1999
TO THE STOCKHOLDERS OF IEC ELECTRONICS CORP.:
The annual meeting of stockholders of IEC Electronics Corp. (the
"Company") will be held on Wednesday, February 24, 1999, at 10:30 a.m. at Marine
Midland Bank, N.A., One Marine Midland Plaza, Rochester, New York (the "Annual
Meeting") for the following purposes:
1. To elect seven (7) directors to serve until the 2000 Annual Meeting and
until their successors are duly elected and qualified.
2. To transact such other business as may properly come before the meeting
or any adjournment thereof.
The Board of Directors has fixed the close of business on January 8, 1999
as the record date for the determination of stockholders entitled to vote at the
Annual Meeting and to receive notice thereof. The transfer books of the Company
will not be closed.
STOCKHOLDERS ARE REQUESTED TO DATE AND SIGN THE ENCLOSED PROXY AND TO MAIL
IT PROMPTLY IN THE ENCLOSED ENVELOPE.
BY ORDER OF THE BOARD OF DIRECTORS
Martin S. Weingarten, Secretary
DATED: January 22, 1999
Newark, New York
<PAGE>
IEC ELECTRONICS CORP.
PROXY STATEMENT
GENERAL INFORMATION
This Proxy Statement is furnished to stockholders of IEC Electronics Corp.
(the "Company") by the Board of Directors (the "Board") of the Company in
connection with the solicitation of the enclosed proxy for use at the annual
meeting of the stockholders to be held on Wednesday, February 24, 1999 at Marine
Midland Bank, N.A., One Marine Midland Plaza, Rochester, New York at 10:30 a.m.,
and at any adjournments thereof (the "Annual Meeting").
The principal executive offices of the Company are located at 105 Norton
Street, Newark, New York 14513, and its telephone number is (315) 331-7742. The
approximate date on which this Proxy Statement and the enclosed proxy are first
being sent to stockholders is January 22, 1999.
Voting Information
- ------------------
Only stockholders of record at the close of business on January 8, 1999
will be entitled to notice of and to vote at the Annual Meeting. As of that date
7,562,503 shares of common stock, par value $.01 per share, of the Company
("Common Stock") were outstanding and entitled to vote at the Annual Meeting.
Stockholders are entitled to cast one vote for each share held of record at the
close of business on January 8, 1999 on each matter submitted to a vote at the
Annual Meeting. Any stockholder may revoke a proxy at any time prior to its
exercise by filing a later-dated proxy or a written notice of revocation with
the Secretary of the Company, 105 Norton Street, Newark, New York 14513, or by
voting in person at the Annual Meeting. If a stockholder is not attending the
Annual Meeting, any proxy or notice should be returned in time for receipt no
later than the close of business on the day preceding the Annual Meeting.
When proxies are properly dated, executed and returned, the shares they
represent will be voted at the Annual Meeting in accordance with the instruction
of the stockholder. If no specific instructions are given, the shares will be
voted FOR the election of the seven nominees as directors.
The Board knows of no other matters to be presented at the Annual Meeting.
If any other matter should be presented at the Annual Meeting upon which a vote
properly may be taken, shares represented by all proxies received by the Board
<PAGE>
will be voted with respect thereto in accordance with the judgment of the
persons named in the proxies.
The representation in person or by proxy of at least a majority of the
outstanding shares entitled to vote is necessary to provide a quorum at the
meeting.
Under the law of Delaware, the Company's state of incorporation,
abstentions and broker non-votes are counted for purposes of determining the
presence or absence of a quorum for the transaction of business. Broker
non-votes occur where a broker holding stock in street name votes the shares on
some matters but not others. Usually, this occurs where brokers have not
received instructions from clients, in which case brokers are permitted to vote
on "routine" matters but not on non-routine matters. The missing votes on
non-routine matters are broker non-votes.
Proxy Solicitation
- ------------------
The entire cost of the solicitation of proxies will be paid by the
Company. In addition to the solicitation of proxies by mail, some of the
officers and regular employees of the Company, without extra remuneration, may
solicit proxies, personally or by telephone, telegram or cable. The Company may
also request brokers, banks, nominees, custodians, fiduciaries, and others to
forward soliciting material to the beneficial owners of the Company's shares of
Common Stock and will reimburse such persons for reasonable expenses incurred in
forwarding such materials.
Proxy Statement Proposals
- -------------------------
At the annual meeting each year, the Board of Directors submits to
stockholders its nominees for election as directors. In addition, the Board of
Directors may submit other matters to the stockholders for action at the annual
meeting.
Stockholders of the Company also may submit proposals for inclusion in the
proxy material. These proposals must meet the stockholder eligibility and other
requirements of the Securities and Exchange Commission. In order to be included
in the Company's 2000 proxy material, a stockholder's proposal must be received
not later than September 24, 1999 at the principal office of the Company, 105
Norton Street, Newark, NY 14513, Attention: Secretary.
In addition, the Company's By-Laws provide that in order for business to
be brought before an annual meeting of stockholders, a stockholder must deliver
written notice to the Secretary of the Company not less than 90 days prior to
the date of the meeting. The notice must set forth the stockholder's name,
address and number of shares of Company stock held, a representation that the
<PAGE>
stockholder intends to appear in person or by proxy at the meeting to make the
proposal, a description of the business to be brought before the meeting, the
reasons for conducting such business at the annual meeting, any material
interest of the stockholder in the proposal, and such other information
regarding the proposal as would be required to be included in a proxy statement.
No such notice has been received by the Company.
The By-Laws also provide that if a stockholder intends to nominate a
candidate for election as a director, the stockholder must deliver written
notice of his or her intention to the Secretary of the Company. The notice must
be delivered not less than 90 days before the date of a meeting of stockholders.
The notice must set forth the name and address of and number of shares of
Company stock owned by stockholder, the name and address of the person to be
nominated, a representation that the stockholder intends to appear in person or
by proxy at the meeting to nominate the person specified in the notice, a
description of all arrangements or understandings between such stockholder and
each nominee and any other person (naming such person) pursuant to which the
nomination is to be made by such stockholder, business address and experience
during the past five years, any other directorships held by the nominee, the
nominee's involvement in certain legal proceedings during the past five years
and such other information concerning the nominee as would be required to be
included in a proxy statement soliciting proxies for the election of the
nominee. In addition, the notice must include the consent of the nominee to
serve as a director of the Company if elected. No such notice has been received
by the Company.
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table and notes thereto set forth certain information
regarding beneficial ownership of the Company's Common Stock as of January 8,
1999 (except as otherwise noted below) by (i) each person known by the Company
to beneficially own more than 5% of the outstanding shares of the Company's
Common Stock, (ii) each of the Company's directors, (iii) each of the Executive
Officers named in the Summary Compensation Table, and (iv) all directors and
officers of the Company as a group. The information as to each person has been
furnished by such person, and, except as noted, each person named in the table
has sole voting and investment power with respect to all shares of Common Stock
shown as beneficially owned by them.
Shares Percent of Shares
Name and Address of Beneficially Beneficially
Beneficial Owner Owned(1) Owned(1)
--------------------------- ----------------- -----------------------
Heartland Advisors, Inc.
(2) 2,659,400 35.17%
790 North Milwaukee Street
Milwaukee, WI 53202
Russell E. Stingel*
105 Norton Street 195,388(3) 2.57%
Newark, NY 14513
David J. Beaubien*
101 Industrial Blvd. 26,000(4) +
Turners Falls, MA 01376
Thomas W. Folger*
Glenpointe Centre 89,036(5) 1.17%
East-5th Floor
300 Frank W. Burr Blvd.
Teaneck, NJ 07666
W. Barry Gilbert* 21,500(5) +
130 Runnymede Road
Rochester, NY 14618
Robert P. B. Kidd*
1560 Sweetbay Circle 54,805(5) +
Palm City, FL 34990
<PAGE>
Eben S. Moulton*
55 Ferncroft Road 68,000(5) +
Danvers, MA 01923
Justin L. Vigdor*
2400 Chase Square 42,200(5) +
Rochester, NY 14604
David W. Fradin
105 Norton Street 13,000(6) +
Newark, NY 14513
Diana R. Kurty
7 Mill Neck Lane 7,050(7) +
Pittsford, NY 14534
Bill R. Anderson
RD #3, Box 468E 16,250(8) +
Altoona, PA 16601
Joseph Schadeberg
240 Hamlin Avenue 22,485(9) +
East Aurora, NY 14052
All directors and 627,340(10) 8.01%
officers as a group
(15 persons)
*Member of Board of Directors of the Company
+Less than 1%
(1) The number of shares of Common Stock deemed outstanding includes (a)
7,562,503 shares of Common Stock outstanding as of January 8, 1999
and (b) shares issuable pursuant to options held by the respective
person or group which may be exercised within 60 days after January
8, 1999 ("options currently exercisable"), as set forth below.
<PAGE>
(2) This information is as of December 2, 1998. Heartland Advisors, Inc.
("HA") is an Investment Adviser registered under Section 203 of the
Investment Advisers Act of 1940. HA has advised the Company that, as
of December 2, 1998, it has the sole voting power with respect to
1,800,400 shares and the sole dispositive power with respect to all
of such shares. HA has also advised the Company that all of such
shares are held in advisory accounts of HA. As a result, various
persons have the right to receive or the power to direct the receipt
of dividends from, or the proceeds from the sale of, the securities.
The interests of one such account, Heartland Value Fund, a series of
Heartland Group, Inc., a registered investment company, relates to
more than 5% of the class.
(3) Includes 37,500 shares of Common Stock subject to options currently
exercisable.
(4) Includes 23,000 shares of Common Stock subject to options currently
exercisable.
(5) Includes 18,000 shares of Common Stock subject to options currently
exercisable.
(6) Includes 12,500 shares of Common Stock subject to options currently
exercisable.
(7) Includes 6,250 shares of Common Stock subject to options currently
exercisable.
(8) All such 16,250 shares of Common Stock are subject to options
currently exercisable.
(9) Includes 20,000 shares of Common Stock subject to options currently
exercisable.
(10) Includes 267,026 shares of Common Stock subject to options currently
exercisable.
ELECTION OF DIRECTORS (Proxy Item 1)
Seven directors are to be elected at the Annual Meeting, to hold office
until the next annual meeting of stockholders and until their successors are
elected and qualified. All of the nominees for directors are incumbent directors
and were elected at the last annual meeting.
It is intended that the accompanying proxy will be voted in favor of the
persons listed below to serve as directors unless the stockholder indicates to
the contrary on the proxy. Management expects that each of the nominees will be
<PAGE>
available for election, but if any of them is not a candidate at the time the
election occurs, it is intended that such proxy will be voted for the election
of another nominee to be designated by the Board of Directors to fill any such
vacancy.
For the election of directors, only proxies and ballots marked "FOR all
nominees", "WITHHELD for all nominees" or specifying that votes be withheld for
one or more designated nominees are counted to determine the total number of
votes cast; votes that are withheld are excluded entirely from the vote and will
have no effect. Abstentions will have no effect on the vote for the election of
directors. Directors are elected by a plurality of the votes cast.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION AS DIRECTORS THE
NOMINEES LISTED BELOW.
Nominees for Election as Directors
- -----------------------------------
The following is a brief description of the nominees for election as
directors.
RUSSELL E. STINGEL, 68, has served as Chairman of the Board since February
1997, as Chief Executive Officer since July 1996, and as a director since
October 1996. Prior thereto, he had been the President of the Company (February
1996-June 1997) and Executive Vice President, Secretary and General Manager of
the Company (1977-February 1996). He was previously employed as President of the
Ward Hydraulics Division of Figgee International Holdings, Inc. and in various
management positions by General Dynamics Corporation.
DAVID J. BEAUBIEN, 64, a director of the Company since October 1990, has
been a director and chairman of Yankee Environmental Systems, Inc., Turners
Falls, Massachusetts, a manufacturer of Solar Radiation Monitoring Instruments,
since 1990. Prior thereto, he was Senior Vice President of EG & G, Inc.,
Wellesley, Massachusetts, a manufacturer of Scientific Instruments and manager
of U.S. Government facilities from 1967 until his retirement in January 1991. He
is also a director of the Paine Webber Mitchell Hutchins (PACE) Mutual Funds,
New York, New York, Onix Systems, Waltham, Massachusetts, a manufacturer of
instrumentation for industry and science, and Thermospectra Corporation,
Franklin, Massachusetts, a manufacturer of instrumentation for industry and
science.
THOMAS W. FOLGER, 71, a director of the Company since September 1988, has
been a general partner of the sole general partner of DeMuth, Folger &
Wetherill, a venture capital investment firm, since its formation in 1983. Prior
to 1983, Mr. Folger was Vice President of, and held various management positions
with, Kidder, Peabody & Co. Incorporated. Mr. Folger is also a director of
Micrion Corporation, Peabody, Massachusetts, a manufacturer of focused ion beam
systems used in the manufacture of semiconductors.
<PAGE>
W. BARRY GILBERT, 52, a director of the Company since February 1993, has
been the President of the Thermal Management Group of Bowthorpe Plc. of Crawley,
West Sussex, England since 1991. Prior to that time he was corporate Vice
President and President, Analytical Products Division of Milton Roy Company, a
manufacturer of analytical instrumentation.
ROBERT P.B. KIDD, 65, has served as a director of the
Company since its formation in 1966 and has been an insurance
agent since 1961. From September 1995 until August 1998, Mr.
Kidd was President of Blue Water Insurance, Inc., Jupiter,
Florida, a marine insurance company. Prior thereto, he was a
Vice President of Lawrence United Corporation, an insurance
agency and a division of the Lawrence Group. Mr. Kidd is a
director of Blue Water Insurance, Inc.
EBEN S. MOULTON, 52, a director of the Company since November 1992, has
served as President of Seacoast Capital Corporation, Danvers, Massachusetts, an
investment firm, since 1994 and as President of Signal Capital Corporation,
Danvers, Massachusetts, a financial services corporation, since 1988. Mr.
Moulton is also a director of Seacoast Capital Corporation.
JUSTIN L. VIGDOR, 69, is Assistant Secretary of the Company and has served
as a director of the Company since 1968. He has been an attorney since 1951 and
is a partner in the law firm of Boylan, Brown, Code, Fowler, Vigdor & Wilson,
LLP, Rochester, New York, counsel to the Company. Mr. Vigdor is also a director
of PSC Inc., Webster, New York, a manufacturer of handheld and fixed position
bar code readers, verifiers, integrated sortation and point-of-sale scanning
systems.
Information Regarding the Board and its Committees
- --------------------------------------------------
The Board of Directors has an Audit Committee, a Compensation Committee, a
Corporate Development Committee and an Executive Committee. There is no standing
nominating committee.
The Audit Committee recommends the appointment of the Company's
independent accountants, reviews the scope and results of audits, reviews
internal accounting controls and systems and reviews accounting, auditing, and
financial reporting matters. These reviews include meetings with the independent
auditors and representatives of management as well as separate and private
meetings with the independent auditors to insure that the scope of their
activities has not been restricted and that adequate responses to their
recommendations had been received. In addition, the Audit Committee reviews the
<PAGE>
estimated fees and types of non-audit services to be rendered to the Company by
the independent accountants for the coming year. The Audit Committee also
monitors compliance with the Company's Code of Conduct, its conflict of interest
policy and its policy concerning trading in the Company's securities. The Audit
Committee, whose members are Messrs. Folger (Chairman), Kidd and Vigdor, held
two meetings in fiscal 1998.
The Compensation Committee reviews and approves the Company's compensation
philosophy covering executive officers and other key management employees,
reviews the competitiveness of the Company's total compensation practices,
reviews and approves the terms and conditions of proposed incentive plans
applicable to executive officers and other key employees, approves and
administers the Company's Stock Option Plans, reviews and makes recommendations
with respect to management compensation, including salaries and bonus awards,
examines the impact and effect of various benefits and incentive plans and
reviews and recommends changes or amendments to such programs to the Board, and
reviews and approves special hiring and severance arrangements with executive
officers. In fiscal 1998, the Compensation Committee held four meetings and took
action by unanimous written consent in lieu of a special meeting six times. The
members of the Compensation Committee are Messrs. Gilbert (Chairman), Beaubien
and Folger.
The Corporate Development Committee investigates and evaluates potential
acquisition candidates or other opportunities for corporate growth. In fiscal
1998, the Corporate Development Committee held several informal meetings to
review and discuss various alternatives to enhance shareholder value. Members of
the Corporate Development Committee are Messrs. Stingel (Chairman), Beaubien,
Gilbert and Vigdor.
The Executive Committee exercises the powers of the Board of Directors in
the interval between regular meetings of the full Board of Directors. In fiscal
1998, the Executive Committee did not meet. The members of the Executive
Committee are Messrs. Stingel (Chairman), Folger and Moulton.
In fiscal 1998, the Board of Directors met eleven times. Each director
attended at least 75% of the total number of meetings of the Board of Directors
and the Committees of the Board on which he served.
Compensation of Directors
- -------------------------
In fiscal 1998, each non-employee director received $3,000 per quarter for
services as a director. For fiscal 1998, an aggregate of $72,000 was paid to the
six non-employee directors. In addition, each non-employee director is
reimbursed for out-of-pocket expenses incurred in connection with attendance at
meetings.
<PAGE>
Pursuant to the IEC Electronics Corp. Compensation Plan for Non-Employee
Directors, non-employee directors have the opportunity to receive payment of
their compensation either in cash or in shares of Common Stock and either
currently or on a deferred basis. All directors, except Mr. Stingel, are
non-employee directors. If the amount to be deferred would have been payable in
cash, the Company will credit a Deferral Account maintained for the director
with an amount that would otherwise have been payable to the director in cash.
If the amount to be deferred would have been payable in stock, the Company will
credit units ("Stock Units") to a Unit Account maintained for the director.
Directors will make separate elections with respect to the manner of the payment
of the compensation and the time of the payment of the compensation. The number
of shares of stock issued or the number of Stock Units credited to a director's
account will equal the cash amount of the compensation divided by the fair
market value of one share of stock on the date on which such cash amount would
otherwise have been paid. Stock Units and amounts in a Deferral Account are
fully vested at all times. Payment of Stock Units (in full shares of Common
Stock) and the amounts in a Deferral Account must be deferred at least one year.
The director chooses the date of the payment, which may be upon termination of
service as a director. The maximum number of shares of Common Stock that may be
issued under the Plan is 50,000 shares. During fiscal 1998, no director received
his compensation in shares of Common Stock or on a deferred basis.
The Company's 1993 Stock Option Plan (the "1993 SOP") provides for
automatic grants of stock options to non-employee directors. Pursuant to the
1993 SOP, as amended, a Non-Employee Director Stock Option ("NEDSO") for 9,000
shares is granted to each non-employee director automatically every three years
on the date of the Annual Meeting of stockholders. Grants were made on the date
of the 1998 Annual Meeting of Stockholders (February 25, 1998), and each
non-employee director received a NEDSO for 9,000 shares at an exercise price of
$9.50 per share, the fair market value of the Company's Common Stock on the date
of grant. NEDSOs are exercisable as follows: 33-1/3% six months from the date of
grant; 66-2/3% one year from the date of grant; and 100% two years from the date
of grant. All NEDSOs expire five years after the date of grant.
<PAGE>
EXECUTIVE OFFICER COMPENSATION
SUMMARY COMPENSATION TABLE
The following table sets forth individual compensation information for all
services rendered to the Company and its subsidiaries in all capacities during
the periods described below for the individuals who served as Chief Executive
Officer during fiscal 1998 and the four most highly compensated executive
officers (other than the Chief Executive Officer) who were serving as executive
officers at September 30, 1998 (collectively, the "Named Executive Officers").
The following table sets forth compensation information for each of those
individuals for the years ended September 30, 1998, 1997 and 1996.
SUMMARY COMPENSATION TABLE
--------------------------
Long-Term
Compensation
-------------
Annual Compensation Awards
------------------------- ------------
Other Annual Securities All Other
Name & Principal Compensation Underlying Compensation
Position Year Salary($) Bonus($)(1) ($)(2) Options(#) ($)(3)
- ---------------- ---- --------- ----------- ----------- ----------- -----------
RUSSELL E. 1998 $175,000 --- --- --- $3,133
STINGEL (4) 1997 153,462 $249,038 --- 45,000 3,135
Chief Executive 1996 125,327 700 --- --- 3,135
Officer and
Chairman of the
Board
DAVID W.FRADIN(5) 1998 $175,000 -- $65,462 --- $3,616
President and 1997 $58,713 $25,000 3,365 50,000 ---
Chief Operating
Officer
DIANA R. KURTY(6) 1998 $125,000 $15,000 --- 25,000 $1,939
Vice President,
Chief Financial
Officer and
Treasurer
BILL R.ANDERSEN(7)1998 $129,615 --- --- --- $3,986
Executive Vice 1997 103,904 $39,000 --- 20,000 1,714
President and 1996 85,273 15,000 --- 15,000 ---
General Manager
JOSEPH B. 1998 $110,000 --- --- --- $3,803
SCHADEBERG (8) 1997 100,052 $33,623 --- 5,000 3,302
Vice President, 1996 1,227 700 --- --- 1,636
Human Resources
(1) The bonus amounts are payable pursuant to the Company's incentive bonus
plans which are described below under the caption "Report of the
Compensation Committee of the Board of Directors on Executive
Compensation," except for the bonuses to Ms. Kurty in fiscal 1998, Mr.
Fradin in fiscal 1997 and Mr. Anderson in fiscal 1996, all of which
represent hiring bonuses.
<PAGE>
(2) Except as noted, none of the Named Executive Officers received personal
benefits in excess of the lesser of $50,000 or 10% of such individual's
reported salary for fiscal 1998, 1997 and 1996. Mr. Fradin was reimbursed
for relocation expenses in fiscal 1998 and 1997.
(3) The compensation reported represents the Company's matching contributions
made in connection with the Company's 401(k) Profit Sharing Plan.
(4) Mr. Stingel became Chairman of the Board in February 1997, Chief Executive
Officer in July 1996 and a director in October 1996. From February 1996 to
June 1997, he was also President. Prior thereto, he was the Executive Vice
President, Secretary and General Manager of the Company.
(5) Mr. Fradin joined the Company in June 1997 when he became President and
Chief Operating Officer.
(6) Ms. Kurty joined the Company in October 1997 when she became Vice
President, Chief Financial Officer and Treasurer. Ms. Kurty resigned as an
officer in January 1999.
(7) Mr. Anderson became Executive Vice President and General Manager in June
1997. He joined the Company in November 1995 as Vice President, Materials.
Mr. Anderson resigned as an officer in November 1998.
(8) Mr. Schadeberg became Vice President, Human Resources in July 1995. Mr.
Schadeberg left the Company in November 1998.
<PAGE>
OPTIONS AND STOCK APPRECIATION RIGHTS
The following tables summarize option grants and exercises during fiscal
1998 to or by the Named Executive Officers, and the value of the options held by
such person at the end of fiscal 1998. No stock appreciation rights ("SARs")
have ever been granted by the Company.
OPTION GRANTS IN FISCAL 1998
Potential Realizable Value
at Assumed Annual Rates
of Stock Price Appreciation
Individual Grant for Option Term (1)
---------------- ---------------------------
Number of Percent of
Securities Total Options Exercise
Underlying Granted to or Base
Options Employees in Price Expiration
Name Granted (#) Fiscal 1998 ($/Share)(2)Date 5%($) 10%($)
- ----------- ----------- ------------ --------- ------------ --------- --------
Russell E. -- -- -- -- -- --
Stingel
David W.
Fradin -- -- -- -- -- --
Diana R.
Kurty 25,000(3) 45%(4) $16.50 11/20/2004 $168,929 $391,346
Bill R.
Anderson -- -- -- -- -- --
Joseph -- -- -- -- -- --
Schadeberg
(1) The potential realizable value portion of the foregoing table illustrates
value that might be realized upon exercise of the options immediately prior to
the expiration of their term, assuming the specified compounded rates of
appreciation on the Company's Common Stock over the term of the options. This
hypothetical value is based entirely on assumed annual growth rates of 5% and
10% in the value of the Company's stock price over the term of the options
granted in 1998. The assumed rates of growth were selected by the Securities and
Exchange Commission for illustration purposes only, and are not intended to
predict future stock prices, which will depend upon market conditions and the
Company's future performance and prospects. These numbers do not take into
account provisions of certain options providing for termination of the option
following termination of employment, nontransferability or vesting over various
periods.
(2) The option exercise price may be paid in Common Stock of the Company owned
by the executive officer, in cash, or by a combination of these methods.
(3) This option was granted pursuant to the Company's 1993 Stock Option Plan and
vests in four equal installments on November 20, 1998, November 20, 1999,
November 20, 2000 and November 20, 2001. Since Ms. Kurty resigned on January 8,
1999, one-fourth of this option may be exercised until April 8, 1999, after
which no portion of this option is exercisable.
(4) Percentage indicated is based upon a total of 55,000 options granted to four
employees in fiscal 1998.
<PAGE>
AGGREGATED OPTION EXERCISES IN FISCAL 1998 AND
FISCAL 1998 YEAR-END OPTION VALUES
Value of Unexercised
Number of Securities In-the-Money
Underlying Options At
Unexercised Options September 30, 1998($)
At September 30, 1998 (2)
(#)
----------------------- -------------------
Shares Value
Acquired Realized
Name Exercise(#) ($)(1) Exercisable Unexercisable Exercisable Unexercisable
- ---------- -------- -------- ----------- ------------- ----------- ------------
Russell E.
Stingel 23,125 $89,725 31,250 33,750 -- --
David W.
Fradin -- -- 12,500 37,500 -- --
Diana R.
Kurty -- -- -- 25,000 -- --
Bill R.
Anderson 1,250 12,538 11,250 22,500 -- --
Joseph
Schadeberg -- -- 12,500 7,500 -- --
(1) An individual, upon exercise of an option, does not receive cash equal to
the amount contained in the Value Realized column of this table. Instead, the
amounts contained in the Value Realized column reflect the increase in the price
of the Company's Common Stock from the option grant date to the option exercise
date. Value is calculated based on the difference between the option price and
closing market price of the Common Stock on the date of exercise multiplied by
the number of shares to which the exercise relates. No cash is realized until
the shares received upon exercise of an option are sold.
(2) The closing price for the Company's Common Stock as reported by the Nasdaq
National Market on September 30, 1998 was $5.00. Value is calculated on the
basis of the difference between the option price and $5.00 multiplied by the
number of shares of Common Stock underlying the option. An option is
in-the-money if the market value of the Common Stock subject to the option
exceeds the option price. At September 30, 1998, no option held by any of the
Named Executive Officers was in-the-money.
EXECUTIVE EMPLOYMENT CONTRACTS; TERMINATION OF EMPLOYMENT AND CHANGE-IN-CONTROL
AGREEMENTS
Employment Agreements
The Company entered into a letter agreement of employment with David W.
Fradin, dated June 10, 1997 and amended as of May 1, 1998, pursuant to which Mr.
Fradin is employed by the Company as President and Chief Operating Officer at an
annual base salary of $175,000 or such increased amount as the Board may
determine from time to time. Upon the commencement of his employment, Mr. Fradin
received a hiring bonus of $25,000. The agreement includes: confidentiality and
<PAGE>
non-compete provisions; participation in the Company's bonus and benefit plans;
reimbursement of certain relocation expenses; an option grant of 50,000 shares;
the payment of premiums of term life insurance in the face amount of $525,000; a
severance payment upon termination of employment (i) by the Company for any
reason other than cause or change-in-control or (ii) by Mr. Fradin for "good
reason", in an amount equal to his annual base salary; and a severance payment
upon termination of employment under certain circumstances in the event of a
change-in-control of the Company (see "Change-in-Control Agreements").
The Company entered into a letter agreement of employment with Diana R.
Kurty, dated September 5, 1997 and amended as of May 1, 1998, pursuant to which
Ms. Kurty is employed as Vice President and Chief Financial Officer at an annual
base salary of $130,000 or such increased amount as the Board may determine from
time to time. Upon the commencement of her employment, Ms. Kurty received a
hiring bonus of $15,000. The agreement includes: confidentiality and non-compete
provisions; participation in the Company's bonus and benefit plans; an option
grant of 25,000 shares; a severance payment upon termination of employment (i)
by the Company for any reason other than cause or change-in-control or (ii) by
Ms. Kurty for "good reason", in an amount equal to 50% of her annual base
salary; and a severance payment upon termination of employment under certain
circumstances in the event of a change-in-control of the Company (see
"Change-in-Control Agreements").
Change-in-Control Agreements
The Company has entered into Change-in-Control Agreements with Mr.
Stingel, Mr. Fradin and Ms. Kurty and certain vice presidents to assure the
Company of the continued services of those executives to the Company in an
effective manner without distraction by reason of a change-in-control of the
Company. The agreements with Mr. Stingel, Mr. Fradin and Ms. Kurty provide that
in the event of the termination of the executive's employment within the
two-year period following a Change-in-Control (as defined below) of the Company,
and such termination is (i) by the Company for any reason other than Termination
for Cause (as defined below) or (ii) by the executive if the executive
terminates such employment for Good Reason (as defined below), the Company will
pay the executive over a period of three years an amount equal to the product of
the sum of (x) the executive's salary at the annual rate then in effect and (y)
the average of the annual bonus paid to the executive under the Company's
current Incentive Plan or any successor plan in the three full fiscal years
preceding termination multiplied by 2.9. In addition, the executive will be
immediately vested in any retirement, incentive or option plans then in effect
and the Company will continue to provide the executive with executive's then
current health, dental, life and accidental death and dismemberment insurance
benefits for a period of three years. The agreements with the vice presidents
contain identical terms except that the severance payments and the continuation
of benefits will be for a period of 18 months rather than three years.
<PAGE>
If any payments to the executive are considered "excess parachute
payments" as defined in Section 280G of the Internal Revenue Code, the payments
will be reduced to avoid such a characterization.
Certain Definitions. As used in the foregoing agreements and
arrangements:
(a) CHANGE-IN-CONTROL generally means (i) the acquisition of 15% of the
Company's voting securities by any person other than Heartland Advisors, Inc. or
other than any other person who has reported or is required to report ownership
on Schedule 13G under the Securities Exchange Act of 1934, or (ii) a change of
1/3 of the incumbent Board of Directors without the prior approval of the
members of the incumbent Board of Directors, or (iii) the merger or
consolidation of the Company with another corporation where the shareholders of
the Company would not, immediately after the merger or consolidation, own at
least 50% of the voting securities of the corporation issuing the cash or
securities in the merger or consolidation, or (iv) the sale of substantially all
of the assets of the Company.
(b) TERMINATION FOR CAUSE generally means the termination of the
employment of the executive because the executive has failed or refused to
perform such services as may reasonably be delegated to the executive consistent
with the executive's position, or has been grossly negligent in connection with
the performance of the executive's duties, or has committed acts involving
dishonesty, willful misconduct, breach of fiduciary duty, fraud, or any similar
offense which materially affects the executive's ability to perform the
executive's duties for the Company or may materially adversely affect the
Company or has been convicted of a felony or has violated or breached any
material term, covenant or condition contained in any employment,
confidentiality and/or non-competition agreement between the Company and the
executive.
(c) GOOD REASON generally means an executive's annual rate of salary is
reduced from the annual rate then currently in effect or the executive's other
benefits are in the aggregate materially reduced from those then currently in
effect (unless such reduction of employee benefits applies to employees of the
Company), or the executive's place of employment is moved from its then current
locations or the executive is assigned duties that are demeaning or are
otherwise materially inconsistent with the duties then currently performed by
the executive.
<PAGE>
Separation Agreement
On November 12, 1998, Mr. Schadeberg left the employ of the Company and on
the same date a Separation Agreement was entered into between him and the
Company pursuant to which the Company will pay him severance in the aggregate
amount of $84,615, which amount is to be paid in equal weekly installments
through August 13, 1999. Any compensation received by Mr. Schadeberg for
services performed for any third party between May 14, 1999 and August 13, 1999
will be offset against the severance amounts due from the Company. In addition,
the Separation Agreement provides for: the continuation of medical insurance
during the severance period; the reimbursement for professional outplacement
services up to a maximum amount of $4,500; the payment of certain itemized
moving expenses aggregating approximately $255; the full vesting of all
outstanding options and the extension of the periods in which they may be
exercised until November 20, 2000. The Agreement also contains provisions
relating to confidentiality.
CERTAIN TRANSACTIONS
Edward Butka, a Vice President, retired from the Company on February 28,
1998 after 27 1/2 years of service. At that time, the Company entered into a
Consulting Agreement with Mr. Butka pursuant to which he will provide various
consulting services to the Company, for an indefinite period of time, averaging
about 20 hours per month, at an hourly fee of $55. In fiscal 1998, the Company
paid $28,672 to Mr. Butka pursuant to this Agreement. The Agreement also
contains provisions relating to confidentiality and non-competition. In
addition, pursuant to a Board resolution, the vesting of those portions of Mr.
Butka's options that had not vested was accelerated and the period during which
Mr. Butka could exercise the options was extended until their normal expiration
dates. Also, the Board authorized the transfer to Mr. Butka of a life insurance
policy which the Company owned on his life after a one-time prepayment of
premium by the Company in the sum of $15,000, thereby providing Mr. Butka with a
paid-up life insurance policy in the amount of $50,000.
In 1998, the Company paid approximately $408,700 to Boylan, Brown, Code,
Fowler, Vigdor & Wilson, LLP, for legal services rendered. Justin L. Vigdor, a
director and assistant secretary of the Company, is a member of that firm and
Martin S. Weingarten, Secretary of the Company, is of counsel to that firm.
During the fiscal year ended September 30, 1998, Don Allen Agency of which
Robert P. B. Kidd, a director of the Company, is a broker, was paid
approximately $1,818,461 in insurance premiums. All of said premiums are
believed by the Company to be comparable to those which would have been paid to
an unaffiliated third party.
<PAGE>
Any future transactions with the Company's officers, directors, affiliates
or controlling stockholders will be on terms no less favorable then could be
obtained from unaffiliated third parties, and must be approved by a majority of
the directors of the Company, including a majority of the independent
disinterested directors of the Company.
Notwithstanding anything to the contrary set forth in any of the Company's
previous filings under the Securities Act of 1933, as amended, or the Securities
Exchange Act of 1934 that might incorporate future filings, including this Proxy
Statement, in whole or in part, the following Performance Graph and the Report
of the Compensation Committee of the Board of Directors on Executive
Compensation shall not be incorporated by reference into any such filings.
CORPORATE PERFORMANCE GRAPH
2/11/93 1993 1994 1995 1996 1997
-------- ------- ------ ------ ------ ------
COMPANY................. 100 92.31 107.69 69.23 54.81 150.96
NASDAQ.................. 100 106.44 104.28 133.50 167.40 172.74
PEER INDEX.............. 100 106.19 85.76 142.38 180.32 230.00
- ----------
(1) Assumes $100 invested on February 11, 1993, the date on which the Company's
became publicly traded, in the Common Stock, the NASDAQ Market Index and a
Company contructed peer group index.
(2) The Company constructed peer group consist of Solectron Corp., SCI Systems
Inc., Plexus Corp., and Benchmark Electronics Inc.
<PAGE>
REPORT OF THE COMPENSATION COMMITTEE OF THE BOARD
OF DIRECTORS ON EXECUTIVE COMPENSATION
The Compensation Committee of the Board of Directors (the "Committee"),
consisting entirely of non-employee directors (W. Barry Gilbert, David Beaubien
and Thomas W. Folger), approves all of the policies under which compensation is
paid or awarded to the Company's executive officers, presently comprising the
Named Executive Officers and four additional individuals.
The Company's executive compensation policy is intended (i) to support the
attainment of the Company's long and short-term strategic and financial
objectives; (ii) to provide a competitive total compensation program that
enables the Company to attract, motivate and retain the key executives needed to
accomplish the Company's goals; (iii) to provide variable compensation
opportunities that are directly related to the performance of the Company; (iv)
to align executive compensation with growth in stockholder value; and (v) to
recognize and reward executives for their contributions and commitment to the
growth and profitability of the Company. The Compensation Committee believes
this policy is generally best accomplished by providing a competitive total
compensation package, a significant portion of which is variable and at risk and
related to established performance goals.
In fiscal 1998, the Company retained an independent consulting firm (the
"Consultant") to review the Company's executive compensation levels and to make
recommendations to the Compensation Committee. To evaluate competitive
compensation practices, the Consultant reviewed the practices not only of the
companies in the peer group in the performance graph, some of which are much
larger in size than the Company, but also those of a broader group of companies
in the Electronics Manufacturing Service industry. The Consultant also compiled
data for the vice president positions from a variety of published surveys.
The Company's compensation program for executive officers is comprised of
the following key elements: base salary, annual cash incentives and equity based
incentives. Salary and annual incentive payments are mainly designed to reward
current and past performances. Equity based incentives are primarily designed to
provide strong incentives for long-term future performance. The components of
the compensation program for executives are described below.
Base Salary
- -----------
Base salaries for executive officers are determined by evaluating the
responsibilities of the position and comparing it with other executive officer
positions in comparable companies. Base salaries are normally reviewed annually.
Salary adjustments, if any, are then made by the Committee based upon the
Company's performance and the individual's contribution to that performance.
<PAGE>
Among other factors considered by the Committee in fiscal 1998 were the
Consultant's recommendations, the internal equity of compensation levels among
executive officers and recommendations from Mr. Stingel. In structuring the
compensation package, it has been the Committee's policy to emphasize bonuses
based upon Company performance rather than increases in base salary.
Accordingly, the base salaries of the executive officers remain below the market
median. In fiscal 1998, no adjustments were made to the salaries of Mr. Stingel,
Mr. Fradin or Ms. Kurty. However, during the fiscal year, salary adjustments
were made for the other executive officers in order to bring their salaries
closer to the market median.
Annual Incentive
- ----------------
A substantial portion of each executive officer's compensation is variable
and tied to Company performance. The annual incentive program normally consists
of three bonus plans: the General Incentive Compensation Plan (the "GICP"), the
Key Employee Incentive Plan (the "KEIP"), and the Top Executive Bonus Plan (the
"TEBP"). The amount of the Company's contribution to each plan is generally made
in accordance with certain formulae based upon earnings and return on average
assets.
Under the GICP, a bonus pool is established each year for the benefit of
all employees, including executive officers, who have been employed by the
Company for more than two years. Distributions from the pool are based on the
proportion which each participant's current year's compensation bears to the
total compensation of all eligible employees. The amount of the Company's
contribution to the pool is based on earnings defined to be before taxes,
goodwill and bonuses ("Earnings"). Contributions are wholly within the
discretion of the Committee but the objective is to make an annual contribution
based on Earnings in accordance with a predetermined formula:
The Key Employee Incentive Plan ("KEIP") is designed to reward all
officers, managers and other key employees (both hourly and salaried) other than
the Chief Executive Officer and the President. Awards from the KEIP are made in
the discretion of the Compensation Committee based upon recommendations of the
Chief Executive Officer and the President. Contributions to the KEIP consist of
two components. Component 1 is a contribution in accordance with a predetermined
formula based on Earnings and Component 2 is a contribution based upon the
Company's return on average assets ("RAA"). Average assets are determined by
adding monthly assets and dividing by 12. There is no Component 2 contribution
until the RAA exceeds 15% (the "Base"). The Base for the 1998 fiscal year was
$20,730,000. The Component 2 contribution to the KEIP is 6% of the excess in
Earnings over the Base.
The TEBP is designed to reward the Chief Executive Officer and the
President. Like the KEIP, contributions consist of two components: predetermined
formulae based upon Earnings and RAA.
<PAGE>
Since the financial targets for fiscal 1998 were not achieved, no bonuses
were paid under the GICP, the KEIP or the TEBP.
Equity Based Incentives
- -----------------------
Executive officers and other key employees also receive grants of stock
options pursuant to the Company's stock option plan. Stock option grants are
discretionary and reflect the current performance and continuing contribution of
the individual to the success of the Company. The Committee is responsible for
determining, subject to the terms of the Plan, the individuals to whom grants
should be made, the time of grants and the number of shares subject to each
option. Stock options are granted with an exercise price equal to the fair
market value of the Company's Common Stock on the day of grant. Any value
received by the executive from an option grant depends completely upon increases
in the price of the Company's Common Stock. Consequently, the full value of an
executive's compensation package cannot be realized unless an appreciation in
the price of the Company's Common Stock occurs over a period of years.
There is no established grant cycle for executive officers; rather, grants
are made on an intermittent basis reflecting a discretionary assessment of
future contributions to the longer term growth of the Company and the need to
provide a competitive retention incentive. For the fiscal year ending September
30, 1998, stock grants were made only to those executive officers hired in that
year.
Chief Executive Officer Compensation
- ------------------------------------
Mr. Stingel's compensation for fiscal 1998 was determined in accordance
with the executive compensation policies described above. As noted above, he did
not receive an increase in his base salary for fiscal 1998 nor did he receive a
bonus under the TEBP.
Tax Considerations
- ------------------
Section 162(m) of the Internal Revenue Code generally limits the corporate
tax deduction for compensation paid to the Named Executive Officers to
$1,000,000 each. However, compensation is exempt from this limit if it qualifies
as "performance based compensation." The Compensation Committee has carefully
considered the impact of this tax code provision and its normal practice is to
take such action as is necessary to preserve the Company's tax deduction. The
Company's 1993 Stock Option Plan complies with the provisions of Section 162(m).
Accordingly, any gains realized upon the exercise of stock options granted under
said Plan will qualify as "performance-based compensation" and will be fully
deductible by the Company.
<PAGE>
Although the Compensation Committee will continue to consider
deductibility under Section 162(m) with respect to future compensation
arrangements with executive officers, deductibility will not be the sole factor
used in determining appropriate levels or methods of compensation. Since Company
objectives may not always be consistent with the requirements for full
deductibility, the Company may enter into compensation arrangements under which
payments are not deductible under Section 162(m). It is not expected that the
compensation of any executive officer will exceed $1,000,000 in fiscal 1999.
Compensation Committee
W. Barry Gilbert, Chairman
David J. Beaubien
Thomas W. Folger
Compensation Committee Interlocks and Insider Participation
- -----------------------------------------------------------
The members of the Compensation Committee consist of Messrs. W. Barry
Gilbert (Chairman), Thomas W. Folger and David Beaubien. Each member is a
non-employee director and does not have any direct or indirect material interest
in or relationship with the Company outside of his position as director.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE.
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's directors and executive officers, and persons who own more than 10% of
a registered class of the Company's equity securities, to file with the
Securities and Exchange Commission ("SEC") reports of ownership and changes in
ownership of common stock and other equity securities of the Company. Officers,
directors and greater than 10% shareholders are required by SEC regulation to
furnish the Company with copies of all Section 16(a) forms they file.
SEC regulations require the Company to identify any one who filed a
required report late during the most recent fiscal year. Based solely on review
of the copies of such reports furnished to the Company and written
representations that no other reports were required during the fiscal year ended
September 30, 1998, the Company believes that, during the 1998 fiscal year, all
Section 16(a) filing requirements applicable to its officers, directors and
greater than 10% beneficial owners were complied with except as follows: Joseph
Schadeberg filed 13 days late a Form 4 showing a purchase of 1,160 shares; Diana
Kurty filed a late Form 5 showing the receipt of a gift of 300 shares; W. Barry
Gilbert filed a late Form 4 showing the grant of a stock option; and Lawrence
Swol filed a late Form 4 showing the purchase of 1,000 shares and a late Form 5
showing the grant of a stock option.
<PAGE>
INDEPENDENT PUBLIC ACCOUNTANTS
Arthur Andersen LLP have been the Company's independent public accountants
since June 1979, and have been retained by the Board of Directors for the
current year.
It is anticipated that representatives of Arthur Andersen LLP will be
present at the Annual Meeting and they will have the opportunity to make a
statement if they desire to do so and will be available to respond to
appropriate questions.
OTHER MATTERS
The Board of Directors knows of no other matters to be presented at the
Annual Meeting, but if other matters properly come before the meeting, the
persons named as Proxies in the enclosed Proxy will vote according to their best
judgment. Stockholders are requested to date and sign the enclosed Proxy and to
mail it promptly in the enclosed postage-paid envelope. If you attend the Annual
Meeting, you may revoke your Proxy at that time and vote in person, if you wish.
Otherwise your Proxy will be voted for you.
THE COMPANY WILL MAKE AVAILABLE AT NO COST, UPON THE WRITTEN REQUEST OF A
STOCKHOLDER, A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-K FOR THE FISCAL
YEAR ENDED SEPTEMBER 30, 1998 (WITHOUT EXHIBITS) AS FILED WITH THE SECURITIES
AND EXCHANGE COMMISSION. COPIES OF EXHIBITS TO THE COMPANY'S FORM 10-K WILL BE
MADE AVAILABLE, UPON WRITTEN REQUEST OF A STOCKHOLDER AND THE PAYMENT TO THE
COMPANY OF THE REASONABLE COSTS OF REPRODUCTION AND MAILING.
By Order of the Board of Directors
Martin S. Weingarten, Secretary
DATED: January 22, 1999
Newark, New York
<PAGE>
PROXY PROXY PROXY
IEC ELECTRONICS CORP.
ANNUAL MEETING OF STOCKHOLDERS
WEDNESDAY, FEBRUARY 24, 1999
The undersigned, revoking all prior proxies, hereby appoints Russell E. Stingel
and Justin L. Vigdor, and either one of them with full power of substitution, as
proxies to vote for the undersigned, in the name of the undersigned, all of the
Common Stock of IEC Electronics Corp. (the "Company") of the undersigned, as if
the undersigned were personally present and voting at the Company's Annual
Meeting of Stockholders to be held at Marine Midland Bank, One Marine Midland
Plaza, Rochester, New York on February 24, 1999 at 10:30 a.m. (the "Annual
Meeting"), and at any and all adjournments thereof, upon the following matters:
(Continued and to be signed on reverse side)
<PAGE>
- ----------------------------------------------------------------------------
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY
THE UNDERSIGNED STOCKHOLDER IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED
FOR ELECTION OF THE NOMINEES FOR DIRECTORS SPECIFIED IN THE PROXY STATEMENT.
1. Election of seven (7) directors (INSTRUCTION: TO WITHHOLD AUTHORITY
TO VOTE FOR ANY INDIVIDUAL NOMINEE,
STRIKE A LINE THROUGH THE NOMINEE'S
NAME IN THE LIST BELOW)
--
FOR all nominees listed to the right [__] David J. Beaubien
(except as marked to the contrary) Thomas W. Folger
-- W. Barry Gilbert
WITHHOLD AUTHORITY to vote [__] Robert P. B. Kidd
for all nominees listed to the right Eben S. Moulton
Russell E. Stingel
Justin L. Vigdor
2. Transaction of such other business as may property come before the meeting or
any adjournment thereof.
THIS PROXY IS SOLICITED ON BEHALF OF THE
BOARD OF DIRECTORS.
Dated: , 1999
----------------------------
---------------------------------------
Signature
---------------------------------------
Signature
IMPORTANT: Sign the Proxy exactly as
your name or names appear on your
Common Stock certificate; in the case
of Common Stock held in joint tenancy,
each joint tenant must sign.
Fiduciaries should indicate their full
titles and the capacity in which they
sign. Please complete, sign, date and
return this Proxy promptly in the
enclosed envelope.
