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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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
Filed by the registrant [X]
Filed by a party other than the registrant [ ]
Check the appropriate box:
[ ] Preliminary proxy statement
[X] Definitive proxy statement
[ ] Definitive additional materials
[ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
LANNETT COMPANY, INC.
(Name of registrant as specified in its charter)
Robert J. Gordon
Jaffe, Raitt, Heuer & Weiss
Professional Corporation
One Woodward Ave., Ste. 2400
Detroit, Michigan 48226
Name of Person(s) Filing Proxy Statement)
Payment of filing fee (Check the appropriate box):
[X] 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 transaction applies: ________
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11: __________________________________
(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: _________________________________________________________
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<PAGE>
LANNETT COMPANY, INC.
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD APRIL 17, 1998
To the Stockholders:
Notice is hereby given that the annual meeting (the "Meeting") of the
stockholders of Lannett Company, Inc. (the "Company") will be held at the
Company's executive offices, 500 State Road, Bensalem, Pennsylvania, on
Friday, April 17, 1998, at 11:30 a.m., local time, for the following
purposes:
(1) to elect three Directors to serve until the next annual meeting
of the stockholders; and
(2) to transact such other business as may properly come before the
Meeting.
A Proxy Statement containing information relevant to the Meeting
appears on the following pages. Only holders of record of the Company's
common stock at the close of business on February 27, 1998, are entitled to
notice of, and to vote at, the Meeting or at any adjournment.
All stockholders are cordially invited to attend the Meeting in
person. Whether or not you expect to attend the Meeting, please sign, date
and mark the enclosed proxy card which is being solicited by the Board of
Directors and return it as soon as possible in the postage-paid envelope
provided. If you wish to vote in accordance with the Board of Director's
recommendations, you need only sign, date and return the proxy card. If you
attend the Meeting, you may revoke your proxy and vote your own shares.
By Order of the Board of Directors
AUDREY FARBER
Secretary
Dated: March 13, 1998
<PAGE>
LANNETT COMPANY, INC.
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD APRIL 17, 1998
GENERAL INFORMATION
Introduction
This Proxy Statement has been prepared by the management of Lannett
Company, Inc. (the "Company"), and is furnished in connection with the
solicitation by the Board of Directors of proxies to be used at the annual
meeting (the "Meeting") of the stockholders of the Company to be held at the
Company's executive offices, 500 State Road, Bensalem, Pennsylvania, on
Friday, April 17, 1998, at 11:30 a.m., local time, or at any adjournment
thereof, for the purposes set forth in the accompanying Notice of Annual
Meeting of Stockholders and in this Proxy Statement. The Company began
distributing this Proxy Statement and the accompanying materials to the
stockholders on March 13, 1998. The mailing address of the Company's
principal executive offices is 9000 State Road, Philadelphia, Pennsylvania
19136.
Voting Rights
Only holders of record of the Company's common stock (the "Common
Stock") at the close of business on February 27, 1998 (the "Record Date") are
entitled to receive notice of, and to vote at, the Meeting or at any
adjournment. On the Record Date, there were 5,206,128 shares of the Common
Stock issued and outstanding. A list of all stockholders entitled to vote at
the Meeting will be available for inspection by any stockholder at the
Meeting and for a period of ten days prior to the Meeting at the Company's
principal executive offices. Shares cannot be voted at the Meeting or at any
adjournment unless the holder is present in person or represented by proxy.
Quorum
The presence at the Meeting, whether in person or by proxy, of the
holders of a majority of the shares of Common Stock outstanding and entitled
to vote on the Record Date will constitute a quorum. If a quorum is not
present, the vote of a majority of the shares of Common Stock present at the
Meeting, whether in person or by proxy, may without notice adjourn the
Meeting from day to day, or for such longer periods not exceeding fifteen
days each, until a quorum can be obtained.
Solicitation
The Board of Directors invites you to use the proxy card which
accompanies this Proxy Statement to vote the shares of Common Stock owned by
you on the Record Date with respect to each matter on which a vote is to be
taken at the Meeting. To do so, sign, date and mark the enclosed proxy card
and return it as soon as possible in the envelope provided. If you wish to
vote in accordance with the Board of Director's recommendations, you need
only sign, date and return the proxy card.
Proxies may also be solicited by telephone, telegraph or in person by
directors, officers and employees of the Company. The costs of soliciting
proxies, whether by mail, telephone, telegraph, in person or otherwise, will
be borne by the Company. The Company will reimburse brokerage houses and
other nominees for expenses incurred in sending proxy materials to beneficial
owners.
<PAGE>
Revocation
Any proxy given pursuant to this solicitation may be revoked at any
time before it is voted by (a) delivering to the Secretary of the Company, at
or before the time and date of the Meeting, (i) a written notice of
revocation bearing a later date than the proxy, or (ii) a duly-executed proxy
bearing a later date relating to the same shares; or (b) attending the
Meeting and voting in person (attendance at the Annual Meeting will not in
and of itself constitute revocation of a proxy).
Voting Proxies
Shares of Common Stock represented by properly executed proxies
received prior to the Meeting will be voted in accordance with the choices
specified in the proxy. Unless contrary instructions are indicated in the
proxy, the shares will be voted as indicated in this Proxy Statement in
accordance with the recommendations of the Board of Directors. While the
Notice of Annual Meeting indicates that business other than those matters set
forth in this Proxy Statement may come before the Meeting, the Board of
Directors knows of no other matters to be voted on at the Meeting. If any
other matters properly come before the Meeting, the proxies solicited by this
Proxy Statement grant discretionary authority to the proxyholders to vote
with respect to such matters in accordance with their best judgment.
ELECTION OF DIRECTORS
Nominees
The Company's bylaws provide that the number of directors of the
Company may be determined by the stockholders, or in the absence of such
determination, by the Board of Directors. The Board of Directors has
determined that the functions of the Board can be adequately served by three
directors. The Board of Directors nominates the three persons named below for
election to the Board of Directors. Stockholders attending the meeting may
determine that the Company should have fewer or more than three directors and
may nominate and vote for that number of persons to fill such vacancies. If,
due to circumstances not now foreseen, any of the nominees named below are
unable or unwilling to serve for any reason, the proxies will be voted for
such other person or persons as the Board of Directors may deem advisable. In
any event, the proxies will be voted for only the three nominees named in
this Proxy Statement or their substitutes. Each director elected at the
Meeting will serve for a term commencing on the date of the Meeting and
continuing until his successor is elected and qualified or until his earlier
resignation or removal.
The following list identifies each nominee for election to the Board
of Directors and sets forth certain information regarding each nominee. Each
nominee is currently serving as a director of the Company.
Roy English, 66, has served as a Director of the Company since
February 1993. Mr. English is a pharmacist by profession. For many years
prior to 1987, Mr. English owned and operated Major Pharmaceuticals -
Kentucky (formerly Murray Drug Corp.), a generic drug distributor. In 1987,
Mr. English sold Murray Drug Corp. From 1987 through 1989, Mr. English served
as President of Major Pharmaceuticals - Kentucky. Mr. English provided
consulting services to Major Pharmaceuticals from 1989 to August 1993. In
1988, Mr. English formed English Farms, Inc., a closely-held family
corporation which sells food products and is currently Chairman of its Board.
In 1991, Mr. English purchased 50% of Southeastern Book Co., an entity which
buys and sells used college text books. He served as President of such
Company for several years and as a director until he sold his interest during
1997.
2
<PAGE>
David Farber, 38, was elected a Director of the Company in August
1991. Mr. Farber is the owner and President of TVO, Inc. From October 1990 to
November 1994, when he sold it, Mr. Farber was the President and owner of
Vital Foods, Inc., an eight store chain of health food stores in the Detroit,
Michigan area. Prior to that, Mr. Farber was employed by Michigan Pharmacal
Corporation for 13 years; the most recent six years as Executive Vice
President and, prior to that, as Production Manager. David Farber is the son
of William Farber.
William Farber, 66, was elected as Chairman of the Board of Directors
in August 1991. From April 1993 to the end of 1993, Mr. Farber was the
President and a director of Auburn Pharmaceutical Company. In 1980, Mr.
Farber formed Major Pharmaceutical Corporation, a generic pharmaceutical
buying group, and served as its Director of Purchasing from 1990 through
March 1993. Mr. Farber founded, and, from 1965 through 1990, served as the
Chief Executive Officer of Michigan Pharmacal Corporation. Mr. Farber is a
registered pharmacist in the State of Michigan. William Farber is the father
of David Farber and the husband of Audrey Farber, Secretary of the Company.
To the best of the Company's knowledge, there are no material
proceedings to which any nominee is a party, or has a material interest,
adverse to the Company. To the best of the Company's knowledge, there have
been no events under any bankruptcy act, no criminal proceedings and no
judgments or injunctions that are material to the evaluation of the ability
or integrity of any nominee during the past five years.
Board Meetings and Committees
The Board met twice during the fiscal year ended June 30, 1997
("Fiscal 1997"). Each director attended all Board of Director meetings held
in Fiscal 1997. At the last Annual Meeting of Directors, the Directors agreed
that, because of the size of the Board, separate audit, nominating,
compensation or other committees or the Board of Directors would not be
useful.
Required Vote
Directors will be elected by a plurality of the votes of the shares of
Common Stock cast in person or by proxy at the Meeting. Abstentions and
broker non-votes will have no effect on the election of directors. Proxies
will be tabulated by the Company's transfer agent. The Judge of Elections
appointed at the Meeting will combine the proxy votes with the votes cast in
person at the Meeting.
Recommendation
The Board of Directors recommends a vote in favor of, and, unless
instructed otherwise, the proxies solicited by the Board of Directors will be
voted FOR, the election of the three nominees listed above.
3
<PAGE>
MANAGEMENT AND COMPENSATION
Executive Officers
The executive officers of the Company are set forth below.
<TABLE>
<CAPTION>
Name Age Position
- ---- --- --------
<S> <C> <C>
William Farber 66 Chairman
Vlad Mikijanic 45 Vice President of
Technical Affairs
Jeffrey Moshal 33 Vice President-Finance
and Treasurer
</TABLE>
Vlad Mikijanic was elected Vice President of Technical Affairs in
August 1991. For the prior 17 years, Mr. Mikijanic was employed by Zenith
Laboratories in various positions including Corporate Director of Quality
Control/Quality Assurance, a position which he held at Zenith for three
years.
Jeffrey Moshal was elected Vice President-Finance and Treasurer in
April 1996. Mr. Moshal joined the Company in August 1994 as Director of
Financial Operations. For the prior seven years, Mr. Moshal was employed by
Grant Thornton LLP, primarily serving manufacturing clients. Mr. Moshal is a
Certified Public Accountant.
See "ELECTION OF DIRECTORS - Nominees" above for a description of
matters pertaining to Mr. William Farber.
To the best of the Company's knowledge, there are no material
proceedings to which any executive officer is a party, or has a material
interest, adverse to the Company. To the best of the Company's knowledge,
there have been no events under any bankruptcy act, no criminal proceedings
and no judgments or injunctions that are material to the evaluation of the
ability or integrity of any executive officer during the past five years.
Executive Compensation
Summary Compensation Table
The following table summarizes all compensation paid to or earned by
the Chief Executive Officer of the Company and each other executive officer
whose total annual salary and bonus from the Company exceeded $100,000 during
Fiscal 1997.
4
<PAGE>
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------
Long Term Compensation
---------------------------------
Annual Compensation Awards Payouts
- ----------------------------------------------------------------------- ---------------------- --------
(a) (b) (c) (d) (e) (f) (g) (h) (i)
Name and Restricted LTIP All Other
Principal Fiscal Other Annual Stock Options/ Payouts Compensation
Position Year Salary Bonus Compensation Awards(s) SARs Amount Amount
-------- ------ ------ ----- ------------ ---------- -------- ------- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
William 1997 0 0 0 0 0 0 0
Farber. 1996 0 0 0 0 0 0 0
Chairman of 1995 0 0 0 0 0 0 0
the Board
Vlad Mikijanic 1997 109,277 1,400 7,200(1) 0 0 0 3,386(2)
Vice 1996 104,284 1,200 7,200(1) 0 0 0 3,345(2)
President/ 1995 101,038 0 7,200(1) 0 0 0 3,268(2)
Technical
Affairs
<FN>
- ---------
(1) Represents payments to Mr. Mikijanic for automobile leasing and expenses
for the period presented.
(2) Represents contributions to to the Company's 401(k) Plan for Mr.
Mikijanic's benefit (3% of Mr. Mikijanic's salary).
</TABLE>
<TABLE>
<CAPTION>
Option Exercises and Year End Option Values
- ---------------------------------------------------------------------------------------------
(a) (b) (c) (d) (e)
Value of
Unexercised
Number of Securities In-the-Money
Shares Underlying Unexercised Options at
Acquired Options at FY-End FY-End
on Value Exercisable/ Exercisable/
Name Exercise Realized Unexercisable Unexercisable*
---- -------- -------- ---------------------- --------------
<S> <C> <C> <C> <C>
Vlad Mikijanic -- -- 8,000 $0
Vice President of
Technical Affairs
<FN>
- ---------
* Computed by reference to the average of the bid and asked prices of such
stock as quoted by the NQB.
</TABLE>
Compensation of Directors.
Directors received compensation of $300 per meeting attended, for
services provided as directors of the Company or for committee participation
or special assignments during Fiscal 1997. Directors are reimbursed for
expenses incurred in attending Board meetings.
5
<PAGE>
Employment Contracts.
The Company and Vlad Mikijanic entered into a five-year Employment
Agreement as of February 1, 1994, which provided for an initial salary of
$100,000 with annual salary increases of 3% and an automobile allowance of
$7,200 per annum.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
William Farber, a principal shareholder and a director of the Company,
has provided the Company with a financing package aggregating $6,250,000,
which the Company has used to renovate its manufacturing facility, to
acquire new equipment, to remove hazardous waste materials, to retain new
management and to provide working capital. The financing package was the
Company's primary source of funds with which it operated during Fiscal 1993.
The package consists of a $4,250,000 revolving line of credit, bearing
interest at the prime rate published by Michigan National Bank plus 1% per
annum, and a $2,000,000 convertible debenture, bearing interest at 9% per
annum. The financing package has been amended several times. During fiscal
1997 the Company amended the revolving line of credit to extend the due date
to October 1, 1999 and amended both the line of credit and the debenture to
defer the payment of interest accrued from July 1, 1996 to June 30, 1997.
Mr. Farber has the right to acquire 4,000 shares of Common Stock for each
$1,000 of principal and accrued interest owed on the debenture, which, at
February 1, 1998, would permit him to acquire 10,034,000 shares on
conversion of the debenture. Mr. Farber is currently the holder of 1,034,486
shares of Common Stock, or approximately 19.87% of the Company's issued and
outstanding shares.
Prior to the election of Mr. Farber as a director, the Company's Board
of Directors determined that the value of the debenture at the time of its
issuance did not exceed its face amount. In making such determination, the
directors considered the prices at which the Common Stock had been trading
immediately prior to Mr. Farber's purchase of a significant block of such
stock, the Company's dim prospects without the financing facility and the
valuation placed on the Company by an investment banker engaged by Mr.
Farber. At the time of issuance, the inter-dealer prices quoted for the
Common Stock exceeded the conversion price for the Debenture. If Mr. Farber
exercises the conversion feature of the Debenture, the per share earnings
will be significantly diluted. It is likely that Mr. Farber will exercise
the conversion feature prior to its expiration so long as quoted market
prices for the Common Stock continue to exceed the conversion price.
PRINCIPAL STOCKHOLDERS
The following table sets forth, as of February 1, 1998, information
regarding the security ownership of the directors and certain executive
officers of the Company and persons known to the Company to be beneficial
owners of more than five (5%) percent of the Common Stock:
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------
Excluding Options Including Options
and Debentures and Debentures
------------------------ ------------------------
Name and Address of Number Percent Number Percent
Beneficial Owner Office of Shares of Class of Shares of Class
- ------------------- ------ --------- -------- --------- --------
Directors/Executive Officers:
- -----------------------------
<S> <C> <C> <C> <C> <C>
Roy English Director 34,000(1) .65% 34,000(1) .65%
c/o Lannett Company, Inc.
9000 State Road
Philadelphia, PA 19136
6
<PAGE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------
Excluding Options Including Options
and Debentures and Debentures
------------------------ ------------------------
Name and Address of Number Percent Number Percent
Beneficial Owner Office of Shares of Class of Shares of Class
- ------------------- ------ --------- -------- --------- --------
Directors/Executive Officers:
- -----------------------------
<S> <C> <C> <C> <C> <C>
David Farber(2) Director 69,372(3) 1.34% 69,372(3) 1.34%
c/o Lannett Company, Inc.
9000 State Road
Philadelphia, PA 19136
William Farber(2) Chairman of 1,034,486 19.87% 11,068,486(4) 72.59%
c/o Lannett Company, Inc. the Board
9000 State Road
Philadelphia, PA 19136
Vlad Mikijanic Vice President 0 0 8,000(5) .05%
9000 State Road of Technical
Philadelphia, PA 19136 Affairs
Jeffrey Moshal Vice President 200 .00% 200 .00%
9000 State Road Finance and
Philadelphia, PA 19136 Treasurer
All directors and 1,138,058 21.86% 11,180,058(4,5) 73.32%
executive officers as a
group (5 persons)
Other 5% Shareholders:
- ----------------------
Samuel Gratz 942,071(6) 18.10% 942,071(6) 18.10%
1139 Kerper Street
Philadelphia, PA 19111
<FN>
- ---------
(1) Includes 3,500 shares owned by the spouse of Mr. English.
(2) William Farber is the father of David Farber and the husband of Audrey
Farber, the Secretary and Treasurer of the Company.
(3) Includes 4,992 shares held by David Farber's minor child, 10,580 shares
held in an individual retirement account, and 1,900 shares held by David
Farber's wife.
(4) Includes 10,034,000 shares of Common Stock subject to issuance upon
conversion of the principal balance and accrued interest of the debenture
held by Mr. Farber. Mr. Farber may convert all or any portion of such
indebtedness at any time prior to payment in full of the outstanding
indebtedness represented by the debenture at a rate of 4,000 shares of
Common Stock for each $1,000 of outstanding indebtedness (adjusted to
reflect the Company's 4 for 1 stock splits in April 1992 and March 1993),
subject to anti-dilution provisions. As of February 1, 1998, the
outstanding principal balance of the debenture plus accrued interest was
$2,508,500.
(5) Represents 4,000 shares of Common Stock subject to currently exercisable
options to purchase shares at an exercise price of $4.375 per share, and
4,000 shares of Common Stock subject to currently exercisable options to
purchase shares at an exercise price of $3.78125 per share.
(6) Includes 496 shares which are held by the wife of Samuel Gratz.
</TABLE>
Section 16(a) Compliance
Based solely upon a review of Forms 3, 4 and 5 and amendments thereto
and certain written representations furnished to the Company during Fiscal
1997, the Company is not aware of the failure to file on a timely basis, any
of the reports required by Section 16(a) of the Securities Exchange Act of
1934.
7
<PAGE>
Independent Public Accountants
Grant Thornton, L.L.P., were the Company's independent public
accountants for the 1997 Fiscal Year. The Board of Directors has determined
not to engage Grant Thornton, LLP, for the current fiscal year. During the
past two (2) fiscal years, the accountant's report on the Company's
financial statements have not contained an adverse opinion or a disclaimer
of opinion and was not qualified, nor has there been any disagreements
between such accounting firm and the Company concerning accounting
principles or practices, financial statement disclosure or auditing scope or
procedure. Representatives of Grant Thornton, LLP, are not expected to be
present at the Meeting. The Board of Directors are in the process of
finalizing the selection of new accountants for the 1998 Fiscal Year. If
such accountants are engaged prior to the Meeting, they will be invited to
be present at the Meeting and will have the opportunity to make a statement
if they desire to do so and respond to appropriate questions.
Stockholder Proposals
Any stockholder proposals to be presented at the next annual meeting
of stockholders to be held in 1999 which are eligible for inclusion in the
Company's proxy statement for such meeting must comply with the rules and
regulations promulgated under the Securities Exchange Act of 1934, as
amended, and must be received by the Company no later than November 15,
1998. Proposals should be addressed to the Company's Secretary at 9000 State
Road, Philadelphia, Pennsylvania 19136.
1997 Annual Report to Stockholders
The Company's 1997 Annual Report to Stockholders has been mailed with
this Proxy Statement or previously delivered to stockholders.
Other Matters
Management knows of no matters which will be presented for
consideration at the Meeting other than those stated in the Notice of
Meeting. However, if any other matters do properly come before the Meeting,
the proxyholders named in the accompanying proxy will vote the proxy in
accordance with their best judgment regarding such matters.
By Order of the Board of Directors
AUDREY FARBER
Secretary
Dated: March 13, 1998
<PAGE>
FRONT OF PROXY CARD ]
- ------------------------------------------------------------------------------
LANNETT COMPANY, INC.
Proxy for the Annual Meeting of Stockholders
April 17, 1998
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
LANNETT COMPANY, INC.
The undersigned stockholder of LANNETT COMPANY, INC. (the "Company") hereby
appoints WILLIAM FARBER the attorney and proxy of the undersigned stockholder,
with full power of substitution, to vote all of the shares of the Company's
common stock standing in the name of the undersigned stockholder at the close
of business on February 27, 1998, at the annual meeting (the "Annual
Meeting") of the Company's stockholders to be held on Friday, April 17, 1998,
and at any adjournment thereof, with all of the powers the undersigned
stockholder would possess if then and there present.
I. ELECTION OF DIRECTORS
[ ] FOR all of the nominees listed below:
Roy English William Farber
David Farber
[ ] FOR all of the nominees listed above EXCEPT those nominees
with a line drawn through their name.
[ ] AUTHORITY IS WITHHELD for all of the nominees listed above.
II. OTHER BUSINESS
The above-appointed proxy is authorized to vote upon all matters
incidental to the conduct of the Annual Meeting and such other
business as may properly come before the Annual Meeting in accordance
with his best judgment.
- ------------------------------------------------------------------------------
<PAGE>
[ BACK OF PROXY CARD ]
- ------------------------------------------------------------------------------
The undersigned stockholder acknowledges receipt of the Notice of Annual
Meeting and Proxy Statement dated March 13, 1998.
The giving of this Proxy does not affect the right of the undersigned
stockholder to vote in person should the undersigned stockholder attend the
Annual Meeting. This Proxy may be revoked at any time before it is voted.
This Proxy, when properly executed, will be voted by the above-appointed
proxy in the manner directed herein by the undersigned stockholder. If no
choices are specified, this Proxy will be voted FOR the election of the
nominees listed above. The undersigned stockholder confers upon the
above-appointed proxy the discretionary authority to vote for any other
person or persons for election to the Board of Directors if any of the
nominees listed above are unable to serve or for good cause will not serve as
director due to circumstances not now foreseen.
Please sign exactly as your name appears below. If signing as attorney,
executor, personal representative, trustee or in some other representative
capacity, sign name and give full title. If a corporation, sign in corporate
name by authorized officer. If a partnership, sign in partnership name by
authorized person. When shares are held by joint tenants, both tenants must
sign. Brokers executing proxies should indicate in the space below the number
of shares with respect to which authority is conferred by this Proxy if less
than all shares held by such broker as nominee are to be voted.
Signature: ___________________________________
Signature: ___________________________________
(if held jointly)
Date: _____________________
Brokers - Number of Shares: __________________
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY
IN THE ENCLOSED ENVELOPE PROMPTLY.
- ------------------------------------------------------------------------------
