SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the registrant [X]
Filed by a party other than the registrant [ ]
Check the appropriate box:
[X] Preliminary proxy statement
[ ] Definitive proxy statement
[ ] Definitive additional materials
[ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
K-TEL INTERNATIONAL, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[ ] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transactions applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11. (Set forth the amount on which the
filing fee is calculated and state how it was determined.)
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount previously paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing party:
(4) Date filed:
<PAGE>
K-TEL INTERNATIONAL, INC.
2605 FERNBROOK LANE NORTH
MINNEAPOLIS, MINNESOTA 55447
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To our shareholders:
The Annual Meeting of shareholders of K-tel International, Inc. will be
held on February 16, 1999, 10:00 a.m., central time in the Company's executive
offices located at 2605 Fernbrook Lane North in Minneapolis, Minnesota for the
following purposes:
(1) To elect directors.
(2) To approve the appointment of Arthur Andersen LLP as
independent accountants
(3) To act upon any other business that may properly come before
the meeting.
Only shareholders of record at the close of business on December 11,
1998 will be entitled to vote at the meeting or any adjournment thereof.
You are cordially invited to attend the meeting. Whether or not you
plan to attend the meeting, please read the attached Proxy Statement and
complete, sign, date and return your Proxy in the reply envelope provided as
soon as possible.
By Order of the Board of Directors
/s/ Corey Fischer
----------------------------------
Corey Fischer
Secretary
Approximate Date of Mailing Proxy Material:
January 8, 1999
<PAGE>
K-TEL INTERNATIONAL, INC.
------------------------
Proxy Statement
Annual Meeting of Shareholders
to be held on
February 16, 1999
------------------------
The Board of Directors of K-tel International, Inc. (the "Company")
solicits the enclosed Proxy for the Annual Meeting of Shareholders to be held at
the Company's executive offices located at 2605 Fernbrook Lane North in
Minneapolis, Minnesota on February 16, 1999 at 10:00 a.m., Central Time, and any
adjournment thereof. Shares represented by proxies in the form solicited will be
voted. Proxies may be revoked at any time before being exercised by filing with
the Company's Secretary a proxy dated at a later time or a written revocation
dated after the date of the proxy.
OUTSTANDING SHARES AND VOTING RIGHTS
Only shareholders of record at the close of business on December 11,
1998 will be entitled to vote at the meeting or any adjournment thereof. As of
September 30, 1998, the Company had outstanding 8,335,668 shares of Common
Stock. Each share of common stock has one vote.
SECURITY OWNERSHIP
The following table sets forth, as of September 30, 1998, all persons
known by the Company to be the owner, of record or beneficially, of as much as
approximately five percent of the outstanding common stock of the Company, and
such ownership by all officers and directors as a group.
Number of Common Shares Percent of
Name and Address Owned Beneficially Class
- ---------------- ------------------ ----------
Philip Kives 4,037,230(1) 42.3%
220 Saulteaux Crescent
Winnipeg, Manitoba R3J 3W3
Canada
All officers and directors 4,133,430(1,2) 43.3%
as a group (persons)
- -------------------------
(FOOTNOTES ON FOLLOWING PAGE.)
2
<PAGE>
(1) Includes 631,000 shares subject to stock options exercisable by Mr.
Kives at $2.00 and $3.06 per share.
(2) Includes 96,200 shares with respect to which the officers and directors
have rights to acquire beneficial ownership through the exercise of
stock options at $3.06 and $6.00 per share.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's directors, executive officers and any person who owns more than 10% of
the Company's common stock to file reports of ownership and changes in ownership
with the Securities and Exchange Commission ("SEC"). Specific due dates have
been established by the SEC for the filing of these reports and the Company is
required to disclose in this Proxy Statement any failure to file the reports by
these dates. Based upon the copies of the Section 16(a) reports that the Company
received from such persons for their 1998 fiscal year transactions, the Company
believes that there has been compliance with all Section 16(a) filing
requirements applicable to such directors, executive officers and beneficial
owners of 10% or more of the Company's outstanding common stock except a Form 4
report for a March 1998 sale by Mr. David Weiner on 7,000 shares, which was
filed two business days late.
EXECUTIVE OFFICERS OF THE REGISTRANT
The following table sets forth certain information with respect to the executive
officers of the Company.
Name of Officer Age Positions and Offices Held
- --------------- --- --------------------------
Philip Kives 69 Chairman of the Board,
Chief Executive Officer
Lawrence Kieves 50 President
Jeffrey Koblick 51 Executive Vice President,
Purchasing and Operations
Corey Fischer 41 Secretary, Vice President - Finance,
Chief Financial Officer/Treasurer
Messrs. Kives and Koblick have held various offices and/or managerial positions
with the Company for more than the past five years. Mr. Kives was re-appointed
Chief Executive Officer of the Company on October 16, 1995. In October 1997, Mr.
Fischer was elected as Vice President-Finance, Chief Financial Officer/Treasurer
of K-tel International, Inc. and in April 1998 was appointed Secretary of the
Company.
In October 1998 Lawrence Kieves was appointed to the position of President of
K-tel International, Inc. Prior to joining the Company Mr. Kieves was Managing
Director of EWK Associates, a private company engaged in real-estate
development.
3
<PAGE>
PROPOSAL NUMBER ONE
ELECTION OF DIRECTORS
Three (3) directors are to be elected at the meeting, each for a
term of one year or until his successor is elected and qualified. All the
persons listed below are now serving as directors of the Company except for Mr.
Lawrence Kieves. The Board of Directors proposes for election all of the
nominees listed below:
<TABLE>
<CAPTION>
Common Shares Percent
Name and Age Principal Occupation during Director Beneficially Owned of Class
of Nominee The past five years. Since As of September 30,
1999
- ----------------- --------------------------------------- ---------- --------------------- ----------
<S> <C> <C> <C> <C>
Philip Kives Founder of the Company; 1968 4,037,230 42.3%(1)
(69) Chairman of the Board of the Company,
Chief Executive Officer
Lawrence Kieves (2) President ---- ---- ----
(50)
Garry Kieves (3) Founder and President-Anagram 1996 ---- ----
(50) International, Inc.
</TABLE>
(1) Includes shares pursuant to options of which Mr. Kives has 631,000,
which are exercisable on September 30, 1998 or within sixty (60) days
thereafter.
(2) Lawrence Kieves is the first cousin, once removed, of Philip Kives.
(3) Garry Kieves is the nephew of Philip Kives.
Philip Kives founded the Company in 1968 and has served as its Chairman
of the Board since the Company's inception. In addition, Mr. Kives was
re-appointed the Chief Executive Officer on October 16, 1996.
Lawrence Kieves joined the Company as President in October of 1998 with
extensive experience in the entertainment industry and in public service. Most
recently he served as Managing Director of EWK Associates, a private company
engaged in real-estate development and from 1995 to 1997 he served as President
of Network Event Theater, a public company operating large screen broadcast
theaters on numerous college campuses. From 1993 to 1995, Mr. Kieves served as
Chief Operating Officer of RKO Warner Video. Prior to that, Mr. Kieves held
senior management positions in companies involved in the marketing, distribution
and wholesale and retail sales of videocassettes. During the 1970's and 1980's,
Mr. Kieves was involved in local and national government, most notably serving
as Commissioner of the City of New York's Office of Economic Development from
1982 to 1986 and as director of the U.S. Treasury Department's Office of New
York finance, overseeing the program authorizing $2.3 billion of Federally
guaranteed New York City debt.
Garry Kieves is the founder and President of Anagram International,
Inc., a manufacturer and distributor of metallic (mylar) balloons. Mr. Kieves
founded Anagram in Belgium in 1976 and moved manufacturing to the United States
in 1980. Anagram has become the world's largest manufacturer of metallic (mylar)
balloons with its corporate headquarters and manufacturing plant located in Eden
Prairie, Minnesota. From its Minnesota facility, the Company markets its
products in over 80 countries around the world. To support its worldwide
marketing effort, sales offices and distribution facilities are located in
London, Frankfurt, Madrid, Paris, Tokyo, Mexico City, Sydney, and Toronto.
4
<PAGE>
During fiscal 1998 the Company's Board of Directors took action by way
of Unanimous Actions in writing and did not hold any meetings.
The Audit Committee consists of Messrs., Garry Kieves and Louis
Scheimer. The principal functions of the Audit Committee are to (i) recommend to
the Board of Directors the independent public accountants to act as the
Company's independent auditors; (ii) discuss with representatives of management
and the independent auditors the scope and procedures used in auditing the
records of the Company; and (iii) review the financial statements of the
Company. The Audit Committee held no meeting in fiscal 1998.
The Compensation Committee consists of Messrs. Philip Kives, Garry
Kieves and Louis Scheimer. The principal functions of the Compensation Committee
are to review and recommend compensation for executive personnel and to
administer the Company's stock option and other compensation plans. The
Compensation Committee held no meeting in fiscal 1998.
The Stock Option Committee consists of Messrs. Garry Kieves and Louis
Scheimer and administers the Company's 1997 Stock Option Plan, including making
grants and determining vesting of options. The Stock Option Committee held no
meetings in fiscal 1998 but took action by way of Unanimous Actions in writing.
The two outside directors, Garry Kieves and Louis Scheimer, served
without compensation during fiscal 1998. Compensation for outside directors of
the Company, in the future, may be made in the form of cash or stock option
grants.
Mr. Louis Scheimer will not be standing for re-election as a director
to the board for fiscal 1999.
All shares represented by proxies will be voted for the election of the
foregoing nominees who have indicated a willingness to serve, if elected unless
otherwise provided on the proxy. If any such nominee should withdraw or
otherwise become unavailable for reasons not presently known, the Board of
Directors may designate substitute nominees, in which event the shares
represented by proxy cards returned to the Company will be voted for such
substitute nominees unless an instruction to the contrary is indicated on the
proxy card.
5
<PAGE>
REPORT ON EXECUTIVE COMPENSATION
The Compensation Committee establishes the general compensation
policies of the Company and specific compensation for each executive officer of
the Company. The Compensation Committee attempts to make the compensation
packages of the executive officers of the Company sufficient to attract and
retain persons of exceptional quality while at the same time including effective
incentives to motivate Company executives to perform as necessary to continue
the success and growth of the Company. The Stock Option Committee administers
grants of stock options under the Company's 1997 Stock Option Plan (the "1997
Option Plan") which was adopted by the Board of Directors in February, 1997.
Management Incentive Plan
The Company has a management incentive plan under which management,
including executive officers, and other key employees may be awarded annual
bonuses based upon the achievement of financial goals and objectives and an
assessment of personal performance during the year. Approximately 25 employees
currently participate in the plan. Payments made to the executive officers under
the management incentive plan are included in the Cash Compensation Table.
Pursuant to the plan, there were no bonuses during fiscal 1998. Pursuant to the
plan, Mr. Koblick received bonuses totaling $30,000 for fiscal 1997 and no bonus
was earned by Mr. Koblick for fiscal 1996.
Retirement Plan
Retirement benefits for full-time U.S. based employees of the Company
are provided under a retirement savings plan qualified under Section 401(k) of
the Internal Revenue Code. Participants may elect to contribute, through salary
reductions, up to 20% of their salary to the retirement plan up to a maximum of
$9,500 per year, and the Company may make matching contributions up to 50% of
the first 6% of the participants contributions. Employee contributions vest
immediately; employer contributions vest 50% after one year of service and 100%
after two years. Distributions upon death or termination of employment are
subject to certain restrictions in order that federal income tax regulations be
complied with and the amounts vested remain on a tax deferred basis until
retirement. Amounts contributed by the Company as matching contributions for the
executive officers under the 401(k) plan are included in the Cash Compensation
Table. The Company made matching contributions of $7,410 in fiscal 1998 for the
executive officers named in the Compensation Table.
Stock Options
In February, 1997, the Board of Directors adopted the K-tel
International, Inc. 1997 Stock Incentive Plan (the "1997 Option Plan") for
officers and other key employees of the Company. The shareholders approved the
plan on February 4, 1998. The stock incentives may take the form of incentive
stock options, nonqualified stock appreciation rights and/or restricted stock. A
total of 600,000 shares of the Company's common stock were reserved for issuance
upon exercise of the options. The Board of Directors has sole authority to
determine the employees to whom options and awards are granted, the duration of
the exercise period and any other matters arising under the plan. The Stock
Option Committee administers the 1997 Option Plan, including determination of
option grants. The Board of Directors has, from time to time, granted options
outside of these option plans.
As of September 30, 1998 there were 259,450 outstanding incentive stock
options granted under the option plan with 160,800 options exercisable and
249,900 nonqualified stock options outstanding with 141,400 options exercisable.
As of September 30, 1998 there were 292,050 options available to be granted
under the plan.
In October 1998, the Board of Directors granted Mr. Kives a
non-qualified stock option on 231,000 shares at an exercise price of $3.063 per
share for his years of service as Chairman of the Board of Directors and Chief
Executive Officer. The options vested 100% on the date of the grant.
6
<PAGE>
Chief Executive Officer Compensation
Mr. Kives was re-appointed as Chief Executive Officer October 16, 1995.
For fiscal 1998, Mr. Kives did not receive any cash compensation for his
services to the Company, but received an option on 231,000 shares of stock. The
option was granted to Mr. Kives by action of the Board of Directors in
recognition of his prior services and because he served as Chief Executive
Officer without cash compensation during fiscal 1998.
Philip Kives Garry Kieves Louis Scheimer
Compensation Committee Compensation Committee Compensation Committee
Stock Option Committee Stock Option Committee
SUMMARY COMPENSATION TABLE
The following Summary Compensation Table sets forth the cash and
non-cash compensation for each of the last three fiscal years awarded to or
earned by the Chief Executive Officer and each of the other highest paid
executive officers of the Company for services in all capacities to the Company
and its subsidiaries during the year ended June 30, 1998.
<TABLE>
<CAPTION>
Long Term
Annual Compensation Compensation
Name and ------------------- Awards All Other
Principal Position(s) Year Salary Bonus Options Compensation(1)
- ------------------------- ---- --------- --------- ------------ ---------------
<S> <C> <C> <C> <C> <C>
Philip Kives 1998 $ ----- $ ----- 231,000 $ -----
Chief Executive Officer 1997 $ ----- $ ----- 400,000 $ -----
1996 $ ----- $ ----- ----- $ -----
David Weiner (2) 1998 $ 220,699 $ ----- ----- $ 6,058
President 1997 $ 173,979 $ 85,920 400,000 $ 2,495
1996 $ 146,250 $ ----- ----- $ 495
Jeffrey Koblick 1998 $ 207,231 $ ----- 56,500 $ 4,987
Executive Vice President 1997 $ 199,312 $ 30,000 ----- $ 3,894
Purchasing & Operations 1996 $ 195,000 $ ----- ----- $ 1,210
Corey Fischer 1998 $ 135,154 $ ----- 52,500 $ 2,423
Chief Financial Officer, 1997 $ ----- $ ----- ----- $ -----
Vice President-Finance 1996 $ ----- $ ----- ----- $ -----
And Treasurer
</TABLE>
(1) Other compensation for the 1998, 1997 and 1996 fiscal years consists of the
Company contributions under the 401(k) plan.
(2) Mr. Weiner resigned as President of the Company on September 4, 1998.
7
<PAGE>
OPTION GRANTS IN LAST FISCAL YEAR
The following table sets forth, as to each executive officer named in
the Summary Compensation Table, certain information with respect to stock
options granted during the fiscal year ended June 30, 1998.
<TABLE>
<CAPTION>
Potential Realizable Value at
Assumed Annual Rates of
Stock Price Appreciation for
Individual Grants Option Term
- --------------------------------------------------------------------------- -----------------------------
Percent of
Total Options
Granted to
Options Employees in Exercise Expiration
Name Granted Fiscal Year Price ($/sh) Date 5% 10%
- --------------------------------------------------------------------------- -----------------------------
<S> <C> <C> <C> <C> <C> <C>
Philip Kives 231,000 24.03% $ 3.063 Oct/2007 $ 444,976 $ 1,127,657
David Weiner(1) 6,000 .62% $ 3.063 Oct/2007 $ 11,558 $ 29,290
140,000 14.57% $14.344 Apr/2008 $ 1,262,569 $ 3,199,597
Jeffrey Koblick 34,000 3.54% $ 3.063 Oct/2007 $ 65,494 $ 165,976
22,500 2.34% $ 6.00 Apr/2008 $ 84,901 $ 215,155
Corey Fischer 30,000 3.12% $ 3.063 Oct/2007 $ 57,789 $ 146,449
22,500 2.34% $ 6.00 Apr/2008 $ 84,901 $ 215,155
</TABLE>
(1) Mr. Weiner resigned as President on September 4, 1998, his remaining stock
options have expired.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
The following table sets forth, as to each executive officer named in
the Summary Compensation Table, certain information with respect to stock
options exercised during the last fiscal year and unexercised options held as of
June 30, 1998.
<TABLE>
<CAPTION>
Number of Unexercised Value of Unexercised
Options at Fiscal In-the-Money Options at
Year End(#) Fiscal Year End(1,2)
--------------------------- ---------------------------
Shares Acquired Value
Name on Exercise Realized(1) Exercisable Unexercisable Exercisable Unexercisable
- ------------------ --------------- ----------- --------------------------- ---------------------------
<S> <C> <C> <C> <C> <C> <C>
Philip Kives 0 $ ---- 631,000 0 $7,602,510 $ ----
David Weiner 400,000 $7,068,500 1,200 140,000 $ 13,653 $ 68,262
Jeffrey Koblick 111,800 $1,852,968 27,200 22,500 $ 309,386 $ 189,844
Corey Fischer 6,000 $ 178,497 24,000 22,500 $ 272,988 $ 189,844
</TABLE>
(1) Market value of underlying securities at year-end minus the exercise price.
(2) Mr. Weiner resigned as President on September 4, 1998, his remaining stock
options have expired.
8
<PAGE>
Certain Transactions
During fiscal 1998, the Company purchased $334,000 of consumer
convenience product from K-5 Leisure Products, Inc., an affiliate controlled by
the Company's Chairman of the Board and Chief Executive Officer. The purchase
prices for these products were at prices comparable to transactions with a third
party. There was an outstanding payable amount of $9,000 at June 30, 1998.
The Company sold approximately $39,000 of consumer convenience product
in fiscal 1998 to K-5 Leisure Products, Inc. an affiliate controlled by the
Company's Chairman of the Board and Chief Executive Officer. The prices for
these products were comparable to prices in transactions with third parties.
There was an outstanding receivable balance of $4,000 owed to the Company at
June 30, 1998.
Payments totaling $150,000 were made during the fiscal year ended June
30, 1998 to a company owned by Mr. Louis Scheimer, a director, for services
relating to the production of certain home video products. In addition,
reimbursements of $56,000 were made to this company during the fiscal year ended
June 30, 1998 for office and other expenses.
COMPANY STOCK PRICE PERFORMANCE
The following Stock Price Performance Graph compares the cumulative total return
* of the Company, the S&P 500 Stock Index and peer group Companies (Navarre
Corporation, Platinum Entertainment, CDNow and N2K, similar music distribution
companies and online music retailers) for a six year period. The Companies
listed in prior year peer group are no longer listed on NASDAQ.
*COMPARISON OF CUMULATIVE
[PLOT POINTS GRAPH]
1993 1994 1995 1996 1997 1998
---- ---- ---- ---- ---- ----
K-TEL INTERNATI $100.00 $ 56.71 $ 43.27 $ 48.50 $ 91.02 $344.75
S & P 500 $100.00 $101.82 $128.36 $161.73 $217.85 $283.56
PEER GROUP $100.00 $ 66.68 $142.25 $344.05 $113.35 $102.01
*TOTAL RETURN BASED ON $100 INITIAL INVESTMENT & REINVESTMENT OF DIVIDENDS
*Cumulative total return assumes quarterly reinvestment of dividends.
9
<PAGE>
PROPOSAL NUMBER TWO
Independent Public Accountants
Arthur Andersen & Co., independent public accountants for the Company
for fiscal 1998, have been selected by the Board of Directors for fiscal 1999. A
representative of Arthur Andersen LLP is expected to be present at the 1998
Annual meeting and will have an opportunity to make a statement, if such
representative desires to do so, and will be available to respond to appropriate
questions.
The Board of Directors recommends that shareholders vote "FOR" Arthur
Andersen LLP as independent public accountants. The affirmative vote of a
majority of the shares voting at the meeting is required for approval.
All shares represented by proxies will be voted for the appointment of
the foregoing unless otherwise provided on the proxy.
ADDITIONAL INFORMATION
General
As of the date of this Proxy Statement, management knows of no matters
that will be presented for determination at the meeting other than those
referred herein. If any other matters properly come before the meeting calling
for a vote of shareholders, it is intended that proxies in the enclosed form
will be voted in accordance with the judgment of the individual voting the
proxies.
Expenses in connection with the solicitation of proxies will be paid by
the Company. Proxies are being solicited principally by mail. In addition,
directors, officers and regular employees of the Company may solicit proxies
personally by telephone or by special letter. The Company may reimburse
brokerage firms and others for their expenses in forwarding proxy materials to
the beneficial owners of stock of the Company.
The Company's Annual Report for the year ended June 30, 1998
accompanies this proxy statement.
Shareholder Proposal
Any shareholders proposals for the Company's 1999 annual meeting must
be received by the Company's Secretary by September 15, 1999 in order to be
included in the proxy statement. The proposals must comply with all applicable
statutes and regulations.
By Order of the Board of Directors
/s/ Corey Fischer
----------------------------------
Corey Fischer
Secretary
Minneapolis, Minnesota
January 8, 1999
10
<PAGE>
K-TEL INTERNATIONAL, INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Philip Kives and Lawrence Kieves, or either of
them, as proxies, each with full power of substitution, to represent and to
vote, as designated below, all of the undersigned's shares of common stock of
K-tel International, Inc. which the undersigned would be entitled to vote at the
Annual Meeting of Stockholders to be held on February 16, 1999 at 10:00 a.m. and
at any adjournment thereof.
1. Election of Directors: For all nominees listed below
(except as marked on the contrary below) [ ]
WITHHOLD AUTHORITY to vote for
all nominees listed below [ ]
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, STRIKE A
LINE THROUGH THAT NOMINEE'S NAME IN THE LIST BELOW.)
Nominees: Philip Kives, Lawrence Kieves, Garry Kieves,
2. To approve the appointment of Arthur Andersen LLP as independent
accountants:
FOR [ ] AGAINST [ ] ABSTAIN [ ]
- --------------------------------------------------------------------------------
(Continued and to be signed on reverse side)
<PAGE>
3. In their discretion on any other matter that may properly come before the
meeting or any adjournment thereof.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED BY THE
UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THE PROXY WILL BE VOTED "FOR"
PROPOSALS 1 AND 2.
THIS PROXY IS SOLICITED ON BEHALF OF THE COMPANY'S BOARD OF DIRECTORS.
Please sign exactly as your name or names appear below. If a partnership, sign
in Partnership name by authorized person. When shares are held by joint tenants,
both should sign. When signing as attorney, executor, administrator, trustee or
guardian give your full title as such. If a corporation, sign the full corporate
name by a duly authorized officer.
PLEASE SIGN, DATE AND RETURN YOUR PROXY PROMPTLY USING THE ENCLOSED ENVELOPE.
Date ___________________________________
Signature(s):
________________________________________
________________________________________
