<PAGE> 1
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 approximate 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
Lancaster Colony Corporation
(Name of Registrant as Specified in Its Charter)
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[x] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2).
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[ ] 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 securites to which transaction applies:
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
3) Per unit price or other underlying value of transaction computer
pursuant to Exchange Act Rule 0-11:*
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
4) Proposed maximum aggregate value of transaction:
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
*Set forth the amount on which the filing fee is calculated and state how it
was determined.
[ ] 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> 2
LANCASTER COLONY CORPORATION
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To be held November 21, 1994
The annual meeting of the shareholders of Lancaster Colony Corporation
(the "Corporation") will be held at 11:00 a.m., Eastern Standard Time, November
21, 1994, in the Legislative AB Meeting Room of the Hyatt on Capitol Square, 75
East State Street, Columbus, Ohio 43215.
The meeting will be held for the following purposes:
1. To elect three directors for a term which expires in 1997.
2. To transact such other business as may properly come before the
meeting or any adjournment or adjournments thereof.
By action of the Board of Directors, only persons who are holders of
record of shares of the Corporation at the close of business on September 23,
1994, will be entitled to notice of and to vote at the meeting.
If you do not expect to attend the meeting, please sign, date and
return the enclosed proxy. A self-addressed envelope which requires no postage
is enclosed for your convenience in returning the proxy. Its prompt return
would be appreciated. The giving of the proxy will not affect your right to
vote in person should you find it convenient to attend the meeting.
October 11, 1994 JOHN B. GERLACH, JR.
President and Secretary
1
<PAGE> 3
LANCASTER COLONY CORPORATION
37 WEST BROAD STREET
COLUMBUS, OHIO 43215
PROXY STATEMENT
GENERAL INFORMATION
This Proxy Statement is furnished to the shareholders of Lancaster
Colony Corporation (the "Corporation") in connection with the solicitation by
the Board of Directors of the Corporation of proxies to be used in voting at
the annual meeting of shareholders to be held November 21, 1994, in the
Legislative AB Meeting Room, Hyatt on Capitol Square, 75 East State Street,
Columbus, Ohio 43215, at 11:00 a.m., Eastern Standard Time (the "Annual
Meeting"). The enclosed proxy, if completed and forwarded to the Corporation,
will be voted in accordance with the instructions contained therein. The
proposals referred to therein are described in this Proxy Statement.
The proxy may be revoked by the person giving it any time before it is
exercised. Such revocation, to be effective, must be communicated to the
Secretary or Assistant Secretary of the Corporation. The presence of a
shareholder at the meeting will not revoke the proxy unless specific notice
thereof is given.
The Corporation will bear the cost of solicitation of proxies,
including any charges and expenses of brokerage firms and others for forwarding
solicitation material to the beneficial owners of stock. In addition to the
use of the mails, proxies may be solicited by personal interview, by telephone
or through the efforts of officers and regular employees of the Corporation.
The Board of Directors has fixed the close of business on September 23,
1994 as the record date for the determination of shareholders entitled to
receive notice and to vote at the Annual Meeting or any adjournment thereof.
At that date the Corporation had outstanding and entitled to vote 30,044,535
shares of Common Stock, each share entitling the holder to one vote. The
Corporation has no other class of stock outstanding. This proxy statement is
first being mailed to shareholders on or about October 11, 1994.
NOMINATION AND ELECTION OF DIRECTORS
The Board of Directors of the Corporation is divided into three
classes. The members of the three classes are elected to serve for staggered
terms of three years. The Board of Directors currently consists of ten members.
Pursuant to Section 2.04 of the Code of Regulations, the number of directors
constituting each class will, as nearly as practicable, be equal. Thus, the
Board of Directors of the Corporation currently consists of two classes of
three members each and one class of four members.
The names and ages of the "Nominees" and the "Continuing Directors,"
their principal occupations during the past five years and certain other
information together with their beneficial ownership of the Corporation's
Common Stock as of September 1, 1994, is listed below. As of September 1,
1994, the Corporation had outstanding and entitled to vote 30,057,247 shares of
Common Stock.
<TABLE>
NOMINEES FOR TERM TO EXPIRE IN 1997
<CAPTION>
NAME; OFFICE WITH CORPORATION; DIRECTOR SHARES OWNED AT PERCENT OF
PRINCIPAL OCCUPATION AGE SINCE SEPTEMBER 1, 1994 CLASS
- - -----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Morris S. Halpern; Retired; 64 1963 138,544 *
formerly Vice President
of the Corporation(1)(2)
Robert S. Hamilton; 66 1985 8,816 *
Vice Chairman and Director
of Liqui-Box Corporation
(plastic packaging manufacturer)(2)
David J. Zuver; Retired; 70 1966 146,099 *
formerly Vice President
of the Corporation(2)
- - --------------------------------------
* Less than 1%
</TABLE>
2
<PAGE> 4
(1)Mr. Halpern served as an officer of the Corporation until June 1992.
The Corporation and Mr. Halpern have entered into a formal consulting
agreement as is discussed under "Compensation of Directors."
(2)See footnote 2 under "Continuing Directors," which explanation applies
to Messrs. Halpern, Hamilton and Zuver.
All the nominees have indicated a willingness to stand for election and to
serve if elected. It is intended that the shares represented by the enclosed
proxy will be voted for the election of the above named nominees. Although it
is anticipated that each nominee will be available to serve as a director,
should any nominee be unavailable to serve, the proxies will be voted by the
proxy holders in their discretion for another person designated by the Board of
Directors.
<TABLE>
CONTINUING DIRECTORS
<CAPTION>
NAME; OFFICE WITH CORPORATION; DIRECTOR TERM SHARES OWNED AT PERCENT OF
PRINCIPAL OCCUPATION AGE SINCE EXPIRES SEPTEMBER 1, 1994 CLASS
- - ---------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Frank W. Batsch; Retired; 63 1963 1995 70,526 *
formerly Vice President
of the Corporation(2)(10)
Robert L. Fox; Account 45 1991 1996 695,750 2.31%
Executive for Advest, Inc.
(stock brokerage firm)
since 1978(2)(3)
John B. Gerlach; Chairman 67 1961 1995 6,457,752 21.48%
of the Board and Chief
Executive Officer of the
Corporation(1)(2)(3)(4)(5)
John B. Gerlach, Jr.; 40 1985 1996 2,862,804 9.51%
President, Chief Operating
Officer and Secretary
of the Corporation
(1)(2)(3)(4)(6)(7)
Edward H. Jennings; 57 1990 1996 533 *
President Emeritus and
Professor of Finance at
The Ohio State University;
formerly President of The
Ohio State University from
1981 to 1990(8)
Richard R. Murphey, Jr.; 69 1973 1995 62,547 *
Of Counsel, law firm of
Squire, Sanders & Dempsey(2)(9)
Henry M. O'Neill, Jr.; Chairman, 59 1976 1995 13,101 *
Chief Executive Officer of AGT
International, Inc. (voice
response systems) since 1988;
Chairman of Board of Evergreen
Quality Concessions (mobile
caterer) since 1987
All Directors and Executive Officers 7,822,480 25.95%
as a group (12 Persons)(1)(11)
- - ---------------------------------------
* Less than 1%
<FN>
(1)Includes shares held by the Employee Stock Ownership Plan allocated to the accounts of Lancaster Colony Corporation
employees. Employees have the right to direct the voting of such shares.
</TABLE>
3
<PAGE> 5
(2)Holdings include shares owned by spouses, minor children and shares
held in custodianship or as trustee. The following persons disclaim
beneficial ownership in such holdings with respect to the number of
shares indicated: Mr. Batsch, 2,570; Mr. Fox, 75,385; Mr. John B.
Gerlach, 1,786,700; Mr. John B. Gerlach, Jr., 1,687,258; Mr. Halpern,
6,074; Mr. Hamilton, 2,683; Mr. Murphey, 8,661; and Mr. Zuver,
72,847.
(3)Messrs. John B. Gerlach and John B. Gerlach, Jr., trustees of Gerlach
Foundation, Inc. and Mr. Fox, a trustee of Fox Foundation, Inc., share
voting and investment power with their respective foundations, both of
which are private charitable foundations. Gerlach Foundation, Inc.
holds 389,955 shares and Fox Foundation, Inc. holds 28,038 shares.
These shares are included in the above table. Gerlach Foundation, Inc.
and Fox Foundation, Inc. together control an additional 436,749 shares
held by Lehrs, Inc. The shares held by Lehrs, Inc. are also included
in the total number of shares held by Messrs. Gerlach and Mr. Fox.
The Trustees each disclaim beneficial ownership of any of these
shares.
(4)Messrs. John B. Gerlach and John B. Gerlach, Jr. by virtue of their
stock ownership and positions with the Corporation may be deemed
"control persons" of the Corporation. John B. Gerlach is John B.
Gerlach, Jr.'s father.
(5)Mr. John B. Gerlach is also a director of Drug Emporium, Inc.,
Huntington Bancshares Incorporated and M/I Schottenstein Homes, Inc.
(6)Mr. Gerlach, Jr. has the right to acquire 53,332 shares through the
exercise of stock options which shares are included in the table.
(7)Mr. Gerlach, Jr. is also a director of The Cardinal Fund Inc.
(8)Mr. Jennings is also a director of Borden Chemicals & Plastic Ltd.
Partnership and Super Food Service, Inc.
(9)Mr. Murphey is Of Counsel to a law firm which the Corporation has
retained from time to time during the last two full fiscal years and
proposes to retain during the current year.
(10)Mr. Batsch served as an officer of the Corporation until November 1992
and continues as a part-time consultant to the Corporation. See
"Compensation of Directors" for further discussion.
(11)Shares held include 85,342 shares subject to presently exercisable
options.
The Board of Directors has established an audit committee (the "Audit
Committee") consisting of Messrs. Batsch, Hamilton and O'Neill. Mr. Hamilton
serves as Chairman of the Audit Committee. The Audit Committee is charged with
the responsibility of reviewing such financial information (both external and
internal) about the Corporation and its subsidiaries, so as to assure (i) that
the overall audit coverage of the Corporation and its subsidiaries is
satisfactory and appropriate to protect the shareholders from undue risks and
(ii) that an adequate system of internal financial control has been implemented
throughout the Corporation and is being effectively followed. The Audit
Committee held three meetings during the fiscal year ended June 30, 1994
("fiscal 1994"). All members were in attendance except Mr. Batsch who was
absent for two meetings.
The Board of Directors has established a compensation committee (the
"Compensation Committee") consisting of Messrs. Hamilton, Jennings and O'Neill
as its members. Mr. Jennings serves as Chairman of the Compensation Committee.
The powers and duties of the Compensation Committee are to consider and
formulate recommendations to the Board of Directors with respect to all aspects
of compensation to be paid to the executive officers of the Corporation, to
undertake such evaluations and make such reports as are required by the
applicable rules of the Securities and Exchange Commission and to perform and
exercise such other duties and powers as shall from time to time be designated
by action of the Board of Directors. The Compensation Committee held two
meetings during fiscal 1994. All members were in attendance.
The Board of Directors does not have a Nominating Committee.
A total of four meetings of the directors of the Corporation were held
during fiscal 1994. Each of the directors attended at least 75% of the total
number of meetings of the directors.
Section 16(a) of the Securities Exchange Act of 1934 requires the
Corporation's directors and executive officers to file with the Securities and
Exchange Commission initial reports of ownership and reports of changes in
ownership of the Common Stock of the Corporation. To the Corporation's
knowledge, based solely on a review of such reports, during the past fiscal
year all Section 16(a) filing requirements applicable to the Corporation's
directors and executive officers were complied with, except that Mr. Halpern
made a late filing of Form 4 with respect to one transaction.
COMPENSATION OF DIRECTORS
Except as noted below, directors who are not employees of the
Corporation or any of its subsidiaries receive an annual fee of $10,000 plus
$750 for each meeting attended. Directors who also serve on the Audit
Committee and/or Compensation Committee receive $750 for each such committee
meeting attended.
The Corporation has a consulting agreement with Mr. Halpern pursuant
to which Mr. Halpern has agreed to perform advisory and consulting services for
an annual fee of $200,000 for calendar year 1993 and $150,000 for calendar
years 1994 through 1996. If at December 31, 1996 Mr. Halpern has satisfied all
the terms of the consulting agreement, he shall be entitled to receive
additional consulting fees of $50,000 per year beginning in 1997 and
terminating upon his death.
4
<PAGE> 6
Subject to an informal arrangement, effective January 1, 1993 the
Corporation began paying Mr. Batsch as a part-time consultant based on an
annual fee of $18,000. Additionally, postretirement benefits pursuant to an
informal arrangement were paid by the Corporation to Mr. Zuver of $30,000
annually.
The payments to Messrs. Zuver, Halpern and Batsch also include their
services as directors.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The following individuals have beneficial ownership, directly or
indirectly, of more than five percent of the outstanding common stock of the
Corporation:
<TABLE>
<CAPTION>
NATURE OF
NAME AND BENEFICIAL AMOUNT PERCENT OF
ADDRESS OWNERSHIP OWNED(1) OWNERSHIP
- - ------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
John B. Gerlach Direct and 6,457,752 21.48%
Lancaster Colony Corp. Indirect
37 West Broad Street
Columbus, Ohio 43215
John B. Gerlach, Jr. Direct and 2,862,804(2) 9.51%
Lancaster Colony Corp. Indirect
37 West Broad Street
Columbus, Ohio 43215
- - ------------------------
<FN>
(1)See footnotes 1, 2, 3 and 4 under "Continuing Directors," which explanations apply to Messrs. Gerlach.
(2)See footnote 6 under "Continuing Directors," which explanation applies to John B. Gerlach, Jr.
</TABLE>
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following table summarizes compensation earned during the fiscal years
ended June 30, 1994, 1993 and 1992, by those persons who were the Chief
Executive Officer and the three other most highly compensated, reportable
executive officers of the Corporation during fiscal 1994:
<TABLE>
<CAPTION>
LONG-TERM
ANNUAL COMPENSATION(1) COMPENSATION
FISCAL ----------------------- ------------ ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS OPTIONS(#) COMPENSATION(2)
- - ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
John B. Gerlach; 1994 $485,000 $4,978
Chairman of the 1993 425,000 5,207
Board and Chief 1992 400,000 5,524
Executive Officer
Larry G. Noble; 1994 $219,508 $252,000 $4,978
Vice President(3) 1993 208,500 210,000 26,666 5,207
1992 198,396 180,000 5,524
John B. Gerlach, Jr.; 1994 $297,083 $4,978
President, Chief 1993 266,216 5,207
Operating Officer 1992 227,917 5,489
and Secretary
John L. Boylan; 1994 $110,000 $ 2,216
Treasurer and 1993 100,000 5,333 2,389
Assistant Secretary 1992 90,000 $ 10,000 2,205
<FN>
(1)The named executive officers received certain perquisites in 1994, 1993 and 1992, the amount of which did not exceed the
reportable threshold of the lesser of $50,000 or 10% of any such officer's salary and bonus.
(2)Approximate amounts contributed on behalf of such executive officer to the Employee Stock Ownership Plan (ESOP).
(3)Bonus amounts listed as paid to Mr. Noble are discretionarily determined and relate to the preceding fiscal year. The
bonus relating to fiscal 1994 has not yet been determined but is currently expected to at least equal that paid in
fiscal 1994 for fiscal 1993.
</TABLE>
5
<PAGE> 7
STOCK OPTION EXERCISES AND HOLDINGS
The following table sets forth certain information with respect to stock
options exercised during fiscal 1994 by each of the executive officers named in
the Summary Compensation Table and unexercised stock options held as of June
30, 1994 by such executive officers:
AGGREGATED OPTION EXERCISES IN LAST
FISCAL YEAR AND FISCAL YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
VALUE OF UNEXERCISED
UNEXERCISED OPTIONS AT IN-THE-MONEY OPTIONS AT
UNDERLYING FISCAL YEAR-END(#) FISCAL YEAR-END($)(1)(2)
OPTIONS VALUE --------------------------- --------------------------
NAME EXERCISED(#) REALIZED($)(1) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- - ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
John B. Gerlach, Jr. 53,332 $1,456,097
Larry G. Noble 13,333 $ 327,492 32,010 $411,892
John L. Boylan 5,333 $ 45,018
<FN>
(1)All values are shown pre-tax and are rounded to the nearest whole dollar.
(2)Based on the 1994 fiscal year-end closing price of $35.44 per Common Share, adjusted for the four-for-three stock split
paid July 1994.
</TABLE>
SEVERANCE AGREEMENT
Mr. Boylan is a party to an agreement entitling him to severance
benefits equal to (i) full salary paid through the date of his termination plus
(ii) an amount equal to the lesser of (a) 100% of the highest annual rate of
salary and highest annual bonus paid to Mr. Boylan during the three-year
period prior to his date of termination, and (b) twice his annual compensation
(salary plus bonus) paid for the full fiscal year immediately preceding the
date of his termination, in the event that within a period of one year after a
"change of control" (as defined in the agreement) his employment is terminated
by the Corporation (other than for cause) or by Mr. Boylan (if there has been
any material adverse change in the terms of his employment).
REPORT ON EXECUTIVE COMPENSATION
The Compensation Committee of the Board of Directors (the "Committee")
consists entirely of outside, non-employee directors. The compensation of
executive officers of the Corporation, other than the chief executive officer
("CEO") is established annually by the CEO in consultation with the Committee.
In establishing the compensation of executive officers various factors are
considered including the scope of responsibilities, the quality of the
executive officer's performance in discharging those responsibilities, and in
certain cases, the financial performance of the Corporation or of a particular
division of the Corporation under that executive officer's supervision. The
determination of the compensation of executive officers is essentially
subjective and dependent upon the recommendation of the CEO, and no specific
weight is given to any of the foregoing factors.
The compensation of the CEO was based on the Committee's evaluation of
his performance toward the achievement of the Company's financial, strategic
and other goals and his length of service as CEO. In determining the CEO's
compensation the Committee considered the CEO's hands-on oversight of all of
the Corporation's operations, his attention to detail and his reputation as a
business leader in the industries in which the Corporation operates as well as
competitive chief executive officer pay information. The determination of the
CEO's compensation was subjective, with no specific weight given to any
particular factor.
Edward H. Jennings, Chairman
Robert S. Hamilton
Henry M. O'Neill, Jr.
6
<PAGE> 8
<TABLE>
PERFORMANCE GRAPH
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL SHAREHOLDER RETURN
OF LANCASTER COLONY CORPORATION, S&P INDEX AND PEER INDUSTRY GROUP
The graph set forth below compares the five-year cumulative total
return from investing $100 on June 30, 1989 in each of the Corporation's Common
Stock, the Standard and Poor's 500 Index and the S&P Conglomerates Index:
<CAPTION>
CUMULATIVE TOTAL RETURN
---------------------------------------------
6/89 6/90 6/91 6/92 6/93 6/94
<S> <C> <C> <C> <C> <C> <C>
Lancaster Colony Corp. 100 106 106 231 408 511
S & P 500 100 116 125 142 161 163
S & P CONGLOMERATES 100 103 92 103 144 142
</TABLE>
7
<PAGE> 9
OTHER TRANSACTIONS
John B. Gerlach has a 48% interest in an accounting partnership known
as John Gerlach & Co. ("the Firm") which, pursuant to an arrangement that was
approved by the Audit Committee, performs accounting, tax and internal
management advisory services of a type generally available from an independent
accounting firm, including services relating to Federal and local taxation,
mergers and acquisitions and pension matters. The fee paid to the Firm for its
services is measured by the volume of work performed and is reviewed by the
Audit Committee. The fees for services for the fiscal year ended June 30, 1994
were $428,760.
The Corporation believes that the terms of the above transactions are
as favorable to it as those which could have been obtained from independent
parties.
INDEPENDENT PUBLIC ACCOUNTANTS
Deloitte & Touche LLP has acted as independent certified public
accountants of the Corporation during the fiscal year ended June 30, 1994.
Deloitte & Touche LLP is expected to have a representative present at the
annual meeting of shareholders who may make a statement, if desired, and will
be available to answer appropriate questions.
SHAREHOLDER PROPOSALS
Shareholder proposals intended to be in the proxy statement for the
1995 Annual Meeting of Shareholders must be received by the Corporation at its
principal executive offices no later than June 13, 1995.
OTHER MATTERS
As of the date of this statement, the Board of Directors knows of no
other business that will come before the Annual Meeting. Should any other
matter requiring the vote of the shareholders arise, the enclosed proxy confers
upon the proxy holders discretionary authority to vote the same in respect to
the resolution of such other matters as they, in their best judgment, believe
to be in the interest of the Corporation.
By Order of the Board of Directors
October 11, 1994
JOHN B. GERLACH, JR.
President and Secretary
8
<PAGE> 10
LANCASTER COLONY CORPORATION
PROXY FOR THE ANNUAL MEETING OF SHAREHOLDERS NOVEMBER 21, 1994
THIS PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Robert L. Fox, John B. Gerlach, Jr.
and Richard R. Murphey, Jr., or any of them, proxies of the undersigned, with
power of substitution, to vote all shares of stock of the Corporation which the
undersigned would be entitled to vote if personally present at the annual
meeting of shareholders to be held November 21, 1994, or at any adjournment
thereof, and to exercise all of the powers which the undersigned would be
entitled to exercise as a shareholder if personally present upon the following
matters:
(To Be Continued And Signed On The Other Side)
<PAGE> 11
---------- Please
mark your
X votes as
in this
---------- example.
If no contrary specification is made, this proxy will be voted FOR
proposal 1.
<TABLE>
<S> <C> <C> <C> <C>
1. Election of For Withheld Nominees: For Term expiring 1997
Directors Morris S. Halpern 2.The transaction of
-------- -------- Robert S. Hamilton all other matters
and David J. Zuver as may properly come
-------- -------- before the meeting
For, except vote withheld from the following nominee(s): (Continued from other
side)
________________________________________________________
</TABLE>
SIGNATURE(S)___________________________ DATE_______________________ , 1994
SIGNATURE(S)___________________________ DATE_______________________ , 1994
NOTE: Please sign exactly as name appears hereon. Joint owners should
each sign. When signing as attorney, executor, administrator, trustee or
guardian, please give full title as such. Please date, sign and mail
this proxy in the enclosed envelope. No postage is required for mailing
in the United States.
_____________________________________
