<PAGE>
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 Prospectus Statement
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to (S)240.14a-11(c) or (S)240.14a-12
AMPCO-PITTSBURGH CORPORATION
(Name of Registrant as Specified In Its Charter)
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 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:
- --------
*Set forth the amount on which the filing 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:
Notes:
<PAGE>
ampco-pittsburgh
[LOGO OF AMPCO-PITTSBURGH CORPORATION]
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD TUESDAY, APRIL 26, 1994
TO THE SHAREHOLDERS OF
AMPCO-PITTSBURGH CORPORATION
Notice is hereby given that the Annual Meeting of the Shareholders of
Ampco-Pittsburgh Corporation will be held in The Oakmont Room, The Westin
William Penn Hotel, Pittsburgh, Pennsylvania, on Tuesday, April 26, 1994 at
10:00 a.m., for the following purposes:
1. To elect a class of two Directors for a term that expires in 1997.
2. To transact such other business as may properly come before the meeting
and any adjournment thereof.
Shareholders of record on March 8, 1994 are entitled to notice of and to
vote at the meeting.
BY ORDER OF THE BOARD OF DIRECTORS
ROSE HOOVER, Secretary
Pittsburgh, Pennsylvania
March 16, 1994
All shareholders are cordially invited to attend the meeting in person.
Your vote is important and, whether or not you expect to attend in person, it is
requested that you PROMPTLY fill in, sign, and return the enclosed proxy card.
<PAGE>
ampco-pittsburgh
[LOGO OF AMPCO-PITTSBURGH CORPORATION]
PROXY STATEMENT
March 16, 1994
Annual Meeting of Shareholders April 26, 1994
SOLICITATION OF PROXIES
This Statement is furnished in connection with the solicitation of proxies
to be used at the Annual Meeting of Shareholders of AMPCO-PITTSBURGH CORPORATION
(the "Corporation") to be held on April 26, 1994. The first mailing of the proxy
material to the shareholders is expected to be made on March 16, 1994.
The accompanying proxy is solicited on behalf of the Board of Directors of
the Corporation. In addition to the solicitation of proxies by use of the mails,
proxies may be solicited by Directors and employees, in person or by telephone,
and brokers and nominees may be requested to send proxy material to and obtain
proxies from their principals. The Corporation will pay the costs incurred for
those solicitations of proxies and will pay Kissel-Blake Inc., 25 Broadway, New
York, New York, a fee of $6,000, plus reimbursement of reasonable out-of-pocket
expenses, for aid in the solicitation of proxies.
Any shareholder has the power to revoke the proxy at any time prior to the
voting thereof. Revocation of the proxy will not be effective until notice
thereof has been given to the Secretary of the Corporation or until a duly
executed proxy bearing a later date is presented.
VOTING SECURITIES AND RECORD DATE
Only holders of record of Common Stock of the Corporation at the close of
business on March 8, 1994, will be entitled to vote at the meeting. On that
date, there were 9,577,621 shares of Common Stock outstanding. The holders of
those shares are entitled to one vote per share. In the election of Directors,
the shares may be voted cumulatively. Cumulative voting means that the number of
shares owned by each shareholder may be multiplied by the number of Directors to
be elected and that total voted for the nominees in any proportion. Shares that
are not voted cumulatively are voted on a one vote per share basis for each
nominee, except for those nominees, if any, for whom the shareholder is
withholding authority to vote.
ELECTION OF DIRECTORS
A class of two Directors will be elected for a term of three years to fill
the class of Directors whose term expires in 1994. All nominees for election to
the Board of Directors are currently Directors and were originally elected by
the shareholders. All of the nominees were nominated by the Board of Directors
at its February 22, 1994 meeting. All nominees are willing to serve as Directors
if elected. If at the time of the Annual Meeting any nominee should be unable or
unwilling to stand for election, the proxies will be voted for the election of
such person, if any, as may be selected by the Board of Directors to replace
him.
The Board of Directors has no nominating committee. At the Annual Meeting
shareholders may make nominations for Director.
Proxies in the enclosed form will be voted, unless otherwise directed, for
the following nominees, each of whom was most recently elected by the
shareholders in 1991:
1
<PAGE>
Nominees for Directors For a Term of Office Expiring in 1997:
WILLIAM D. EBERLE (age 70, Director since 1982). He is a private investor and
consultant and is Chairman of Manchester Associates, Ltd. and Showscan,
Inc. He is also a director of Mitchell Energy & Development Co., America
Service Group and Fiberboard Corporation, and was Special Representative
for Trade Negotiations with the rank of Ambassador.
ROBERT A. PAUL (age 56, Director since 1970). He has been President and Chief
Operating Officer of the Corporation for more than five years. He is also
an officer and director of The Louis Berkman Company and a director of
Integra Financial Corporation.
Directors Whose Term of Office Expires in 1995:
MARSHALL L. BERKMAN (age 57, Director since 1970). He has been Chairman of the
Board of Directors and Chief Executive Officer of the Corporation for more
than five years. He is also an officer and director of The Louis Berkman
Company.
ALVIN G. KELLER (age 84, Director since 1961). He is a private investor who,
prior to his retirement, served as a Vice President of Mellon Bank, N.A.
ERNEST G. SIDDONS (age 60, Director since 1981). He has been Senior Vice
President Finance and Treasurer of the Corporation for more than five
years.
Directors Whose Term of Office Expires in 1996:
LOUIS BERKMAN (age 85, Director since 1960). Chairman of the Executive Committee
of the Corporation for more than five years. He is also President and a
director of The Louis Berkman Company (steel products, fabricated metal
products, building and industrial supplies).
WILLIAM P. HACKNEY (age 69, Director since 1979). For more than five years prior
to 1992 he had been a partner in the law firm of Reed Smith Shaw & McClay.
As of January 1, 1992, he retired and became of counsel to the law firm.
CARL H. PFORZHEIMER, III (age 57, Director since 1982). For more than five years
he has been Managing Partner of Carl H. Pforzheimer & Co. (member of the
New York and American Stock Exchanges).
Mr. Siddons is an executive officer of Valley-Vulcan Mold Company, a
partnership that filed for bankruptcy in October 1990. He also serves as a
director and officer of Vulcan, Inc., a wholly-owned subsidiary of the
Corporation, which is a 50% general partner in Valley-Vulcan. The other 50%
general partner is unrelated to the Corporation.
The Board of Directors held six meetings in 1993. The Executive Committee
of the Board of Directors met twice in 1993. The Executive Committee is
comprised of five Directors: Louis Berkman, Marshall L. Berkman, Robert A. Paul,
Ernest G. Siddons and Alvin G. Keller. The Salary Committee is comprised of
Louis Berkman, William D. Eberle and Alvin G. Keller. The Salary Committee did
not meet in 1993. In 1993 all of the Directors attended more than 75% of the
applicable meetings. In 1993, each Director who was not employed by the
Corporation received $1,500 for each Board meeting, and $250 for each Committee
meeting attended. In 1994, each Director who is not employed by the Corporation
will receive $2,000 for each Board meeting attended and $500 for each Committee
meeting attended. Directors will receive one-half of those amounts if not in
attendance or if participation is by telephonic connection.
Louis Berkman is the father of Marshall L. Berkman and the father-in-law of
Robert A. Paul. There are no other family relationships among the Directors and
Officers.
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT INCLUDING NOMINEES
As of March 8, 1994, Louis Berkman owned directly 159,388 shares (1.66%) of
the Common Stock of the Corporation. As of the same date, The Louis Berkman
Company, P.O. Box 576, Steubenville,
2
<PAGE>
Ohio, 43952, owned beneficially and of record 1,626,089 shares (16.98%) of the
Common Stock of the Corporation. Louis Berkman, an officer and director of The
Louis Berkman Company, owns directly 63.66% of its common stock. Marshall L.
Berkman, an officer and director of The Louis Berkman Company, owns directly
18.17% of its common stock. Robert A. Paul, an officer and director of The Louis
Berkman Company, disclaims beneficial ownership of the 18.17% of its common
stock owned by his wife.
The Corporation has received two Schedules 13G filed with the Securities
and Exchange Commission disclosing that as of December 31, 1993 Norwest
Corporation, Sixth & Marquette, Minneapolis, MN, 55479 (in various fiduciary and
agency capacities) owned 1,611,325 shares or 16.8% and that C. S. McKee & Co.,
Inc., One Gateway Center, Pittsburgh, PA 15222, owned 611,050 shares or 6.38% of
the Corporation's Common Stock. On June 7, 1989, GAMCO Investors, Inc.,
Corporate Center at Rye, Rye, NY 10580, and affiliates, filed a Schedule 13D
showing they owned 1,872,875 shares or 19.55% and no further filings have been
made.
The following table sets forth as of March 8, 1994 information concerning
the beneficial ownership of the Corporation's Common Stock by the Directors and
Named Executive Officers and all Directors and Executive Officers of the
Corporation as a group:
<TABLE>
<CAPTION>
Name of Amount and nature of Percent
beneficial owner beneficial ownership of class
---------------- -------------------- --------
<S> <C> <C>
Louis Berkman 1,785,477(1)(2) 18.6
Robert A. Paul (N) 56,656(3) .6
Marshall L. Berkman 42,000(4) .4
Alvin G. Keller 9,753(5) .1
Carl H. Pforzheimer, III 2,733(6) *
Ernest G. Siddons 1,833(7) *
William P. Hackney 433 *
William D. Eberle (N) 200 *
Robert F. Schultz 200(7) *
Sidney Wasser 4,000(7) *
Directors and Executive
Officers as a group
(11 persons) 1,903,285(8) 19.9
</TABLE>
- ---------
(N) Nominee for Director
* less than .1%
(1) Includes 159,388 shares owned directly and 1,626,089 shares owned by The
Louis Berkman Company.
(2) The Louis Berkman Company owns beneficially and of record 1,626,089 shares
of the Corporation's Common Stock (16.98%). Louis Berkman is an officer and
director of The Louis Berkman Company and owns directly 63.66% of its common
shares. Marshall L. Berkman, an officer and director of The Louis Berkman
Company, owns directly 18.17% of its common stock. Robert A. Paul, an
officer and director of The Louis Berkman Company, disclaims beneficial
ownership of the 18.17% of its common stock owned by his wife. The number of
shares shown in the table for Marshall L. Berkman and Robert A. Paul does
not include any shares held by The Louis Berkman Company.
(3) Includes 42,889 shares owned directly and 13,767 shares owned by his wife,
in which shares he disclaims beneficial ownership.
(4) Includes 40,500 shares owned directly and 1,500 shares owned by his wife, in
which shares he disclaims beneficial ownership.
(5) Includes 5,333 shares owned directly, 3,000 shares owned jointly with his
wife, and 1,420 shares owned by his wife, in which shares he disclaims
beneficial ownership.
3
<PAGE>
(6) Includes 1,000 shares owned directly, 1,600 shares held by a trust of which
he is a principal beneficiary, and 133 shares held by his daughter, in which
shares he disclaims beneficial ownership.
(7) The shares are owned jointly with his wife.
(8) Excludes double counting of shares deemed to be beneficially owned by more
than one Director.
Unless otherwise indicated the individuals named have sole investment and voting
power.
EXECUTIVE COMPENSATION
The following table sets forth certain information as to the total
remuneration received for the past three years by the five most highly
compensated executive officers of the Corporation, including the Chief Executive
Officer (the "Named Executive Officers"):
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Annual Compensation
- ----------------------------------------------------------------------
(a) (b) (c) (d)
Name and Principal Position Year Salary ($) Bonus ($)
- --------------------------------- --------- ----------- -----------
<S> <C> <C> <C>
Marshall L. Berkman 1993 $250,000 $ 0
Chairman and Chief 1992 250,000 0
Executive Officer 1991 231,250 16,750
Robert A. Paul 1993 232,000 0
President and Chief 1992 232,000 0
Operating Officer 1991 213,250 16,750
Ernest G. Siddons 1993 214,000 0
Senior Vice President 1992 214,000 0
Finance and Treasurer 1991 195,250 16,750
Robert F. Schultz 1993 120,250 0
Vice President 1992 113,333 0
Industrial Relations 1991 88,000 6,800
and Senior Counsel
Sidney Wasser* 1993 110,750 0
Vice President 1992 110,750 0
and Controller 1991 100,500 8,000
</TABLE>
- ---------
* Mr. Wasser retired on January 15, 1994. In connection with that retirement, he
will receive supplemental payments totalling $55,400 in 1994.
The Corporation has a tax qualified retirement plan applicable to the
Executive Officers, to which the Corporation makes annual contributions in
amounts determined by the Plan's actuaries. The Plan does not have an offset for
Social Security and is fully paid for by the Corporation. Under the Plan,
employees become fully vested after five years of participation and normal
retirement age under the
4
<PAGE>
Plan is age 65 but actuarially reduced benefits may be available as early as age
55. The benefit formula is 1.1% of the highest consecutive five year average
earnings in the final ten years, times years of service.
The Corporation adopted a Supplemental Executive Retirement Plan (SERP) in
1988, for all officers listed in the compensation table and certain key
employees, covering retirement after completion of ten years of service and
attainment of age 55. The combined retirement benefit at age 65 provided by the
Plan and the SERP is 50% of the highest consecutive five year average earnings
in the final ten years of service. The participants are eligible for reduced
benefits for early retirement at age 55. A benefit equal to 50% of the benefit
otherwise payable at age 65 is paid to the surviving spouse of any participant,
who has had at least five years of service, commencing on the later of the month
following the participant's death or the month the participant would have
reached age 55. In addition, there is an offset for pensions from other
companies. Certain provisions, applicable if there is a change of control, are
discussed below under Termination of Employment and Change of Control
Arrangement.
The following shows the annual pension that would be payable, without
offset, to the individuals named in the compensation table assuming continued
employment to retirement at age 65, but no change in level of compensation:
<TABLE>
<S> <C>
Marshall L. Berkman $125,000
Robert A. Paul $116,000
Ernest G. Siddons $107,000
Robert F. Schultz $ 60,125
Sidney Wasser $ 55,375
</TABLE>
Termination of Employment and Change of Control Arrangements
The Chairman, President, and Senior Vice President Finance have two year
contracts (which automatically renew for one year periods unless the Corporation
chooses not to extend) providing for compensation equal to five times their
annual compensation (with a provision to gross up to cover the cost of any
federal excise tax on the benefits) in the event their employment is terminated
(including a voluntary departure for good cause) and the right to equivalent
office space and secretarial help for a period of one year after a change in
control. In addition, the remainder of the officers named in the compensation
table and certain key employees have two year contracts providing for three
times their annual compensation in the event their employment is terminated
after a change in control (including a voluntary departure for good cause). Both
types of contracts provide for the continuation of employee benefits, for three
years for the three senior executives and two years for the others, and the
right to purchase the leased car used by the covered individual at the
Corporation's then book value. The same provisions concerning change in control
that apply to the contracts apply to the SERP and vest the right to that pension
arrangement. A change of control triggers the right to a lump sum payment equal
to the present value of the vested benefit under the SERP.
Salary Committee Interlocks and Insider Participation in Compensation Decisions
A Salary Committee is appointed each year by the Board of Directors.
Committee members abstain from voting on matters which involve their own
compensation arrangements. The Salary Committee for the year 1993 was comprised
of three Directors: Louis Berkman, Alvin G. Keller and William D. Eberle.
Louis Berkman is an employee of the Corporation and Chairman of the
Executive Committee of the Board of Directors. He is also the President and a
Director of The Louis Berkman Company. The Corporation's Chief Executive Officer
and President are also officers and directors of The Louis Berkman Company.
The Louis Berkman Company and William D. Eberle had certain transactions
with the Corporation, which are more fully described under "Certain
Relationships and Related Transactions."
5
<PAGE>
Salary Committee Report on Executive Compensation
The Salary Committee approves salaries for executive officers within a
range from $150,000 up to $200,000 and increases in the salary of any executive
officers which would result in such officer earning a salary within such range.
Salaries of $200,000 per year and above must be approved by the Board of
Directors or its Executive Committee after a recommendation by the Salary
Committee. Salaries for executive officers below the level of $150,000 are set
by the Chairman, President and Senior Vice President of the Corporation. Bonuses
are discretionary and determined in the same manner as set forth above. All
executive compensation is reviewed by the Salary Committee at intervals ranging
between twelve and twenty-four months.
The compensation of the Chief Executive Officer of the Corporation, as well
as the other applicable executive officers, is based on an analysis conducted by
the Salary Committee in 1992 and reviewed and, to the extent provided above,
approved by the Board of Directors. The Committee does not specifically link
remuneration solely to quantitative measures of performance because of the
cyclical nature of the industries and markets served by the Corporation. In
setting compensation, the Committee also considers various qualitative factors,
including competitive compensation arrangements of other companies within
relevant industries, individual contributions, leadership ability and an
executive officer's overall performance. In this way, it is believed that the
Corporation will attract and retain quality management, thereby benefitting the
long-term interest of shareholders.
In 1993, there were no changes in salary of persons who need approval of
the Salary Committee.
This report of the Salary Committee shall not be deemed incorporated by
reference by any general statement incorporating by reference this proxy
statement into any filing under the Securities Act of 1933 or under the
Securities Exchange Act of 1934, except to the extent that the Corporation
specifically incorporates this report and the information contained herein by
reference, and shall not otherwise be deemed filed under such Acts.
Louis Berkman
William D. Eberle
Alvin G. Keller
6
<PAGE>
Comparative Five-Year Total Returns*
Ampco-Pittsburgh ("AP"), S&P 500, Peer Group
(Performance results through 12/31/93)
<TABLE>
[GRAPH APPEARS HERE]
<CAPTION>
Measurement period S&P 500 Peer Group
(Fiscal year Covered) Ampco-Pittsburgh Index Index
- --------------------- ---------------- ------- ---------
<S> <C> <C> <C>
Measurement PT - $ 100 $ 100 $ 100
12/31/88
FYE 12/31/89 $87.06 $131.49 $86.38
FYE 12/31/90 $51.32 $127.32 $60.81
FYE 12/31/91 $62.99 $166.21 $59.27
FYE 12/31/92 $76.30 $179.30 $64.55
FYE 12/31/93 $61.79 $197.23 $78.36
</TABLE>
Assumes $100 invested at the close of trading on the last trading day preceding
January 1 of the fifth preceding fiscal year in AP common stock, S&P 500, and
Peer Group.
*Cumulative total return assumes reinvestment of dividends.
In the above graph, the Corporation has used Value Line's Metals: Steel,
Integrated Industry for its peer comparison. The diversity of products produced
by subsidiaries of the Corporation made it difficult to match to any one
product-based peer group. The Steel Industry was chosen because it is impacted
by some of the same end markets that the Corporation ultimately serves, such as
the automotive, appliance and construction industries.
Historical stock price performance shown on the above graph is not
necessarily indicative of future price performance.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
In 1993 the Corporation bought industrial supplies from, and was paid for
administration services by, The Louis Berkman Company in transactions in the
ordinary course of business amounting to $926,000. Additionally, the
disinterested members of the Board of Directors authorized the sale of a life
insurance policy (on a person not affiliated with the Corporation) owned by the
Corporation to The Louis Berkman Company for the cash surrender value of
approximately $92,000. Louis Berkman, Marshall L. Berkman and Robert A. Paul are
shareholders, officers or directors in that company. These transactions and
services were at prices generally available from outside sources. Transactions
between the parties will take place in 1994.
In 1989, certain subsidiaries of the Corporation and Tertiary, Inc., a
corporation owned by the children of William Eberle, formed three 50/50
partnerships, to manage, develop and operate hotel properties and a subsidiary
of the Corporation also invested as a limited partner in one of the operating
partnerships. In 1992, Tertiary purchased two of the 50/50 partnerships. In
1993, Tertiary paid the remaining $100,000 for such purchase. Also in 1993, one
of the limited partnerships accrued a fee of $31,000 to William Eberle for his
guarantee of a mortgage loan. At December 31, 1993, there
7
<PAGE>
were promissory notes outstanding from certain of the partnerships to
subsidiaries of the Corporation totalling $880,000. These notes are due in 1994,
however; it is anticipated that the maturity dates will be extended.
RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANTS
At the February 22, 1994 meeting of the Board of Directors and upon the
recommendation of the Audit Committee, Price Waterhouse was selected as the
Corporation's independent accountants for the year 1994. Representatives of that
firm will be in attendance at the Annual Meeting, will have the opportunity to
make a statement if they wish to do so, and will respond to appropriate
questions.
The Audit Committee held two meetings in 1993. It is comprised of three
Directors, William P. Hackney, Alvin G. Keller, and Carl H. Pforzheimer, III,
with William D. Eberle serving as the alternate member. None of the Committee
members is now, or has within the past five years been, an employee of the
Corporation. The Audit Committee reviews the Corporation's accounting and
reporting practices, including internal auditing procedures, and maintains a
direct line of communication with the Directors, the independent accountants,
and the internal audit function.
SHAREHOLDER PROPOSALS FOR 1995
Any shareholder who wishes to place a proposal before the next Annual
Meeting of Shareholders must submit the proposal to the Corporation's Secretary,
at its executive offices, no later than November 16, 1994 to have it considered
for inclusion in the proxy statement for the Annual Meeting in 1995.
OTHER MATTERS
The Board of Directors does not know of any other business that will be
presented for action at the Meeting. Should any other matter come before the
Meeting, however, action may be taken thereon pursuant to proxies in the form
enclosed unless discretionary authority is withheld.
8
<PAGE>
- -PROXY- ampco pittsburgh -PROXY-
[LOGO OF AMPCO-PITTSBURGH CORPORATION]
This Proxy is Solicited on Behalf of the Board of Directors
THE UNDERSIGNED hereby appoints Louis Berkman, Marshall L. Berkman,
and Robert A. Paul as proxies with full power of substitution, to vote as
specified below the shares of stock which the undersigned is entitled to
vote at the Annual Meeting of Shareholders of AMPCO-PITTSBURGH CORPORATION,
to be held in The Oakmont Room, The Westin William Penn Hotel, Pittsburgh,
PA, on Tuesday, April 26, 1994, at 10:00 a.m., and any adjournments thereof
and to vote in their discretion on such other matters as may properly come
before the meeting.
WHEN PROPERLY EXECUTED THIS PROXY WILL BE VOTED IN THE MANNER DIRECTED.
IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR THE NOMINEES LISTED
IN ITEM 1 OR, IN THE DISCRETION OF THE PROXIES, THE SHARES MAY BE VOTED
CUMULATIVELY.
PLEASE SIGN ON REVERSE SIDE and mail in the enclosed, postage prepaid envelope.
<PAGE>
1. ELECTION OF DIRECTORS
FOR WITHHOLD
(except as authority
directed) to vote for
(Instruction: To withhold authority to vote for any individual nominee,
write that nominee's name on the line below the names of the nominees for
Directors.)
the election of William D. Eberle and Robert A. Paul for a term expiring
in 1997.
- -------------------------------------------------------------------------------
DATED:_____________________________, 1994
(Signature should conform exactly to name
as stenciled hereon. Executors,
administrators, guardians, trustees,
attorneys and officers signing for a
corporation should give full title. For
joint accounts, each owner must sign.)
Signed _________________________________
________________________________________
All proxies heretofore given or executed
with respect to the shares of stock
by this proxy are, by the filing of this
proxy, expressly revoked.
PLEASE DO NOT FOLD, STAPLE OR DAMAGE.
*PLEASE MARK INSIDE BLUE BOXES SO THAT
DATA PROCESSING EQUIPMENT WILL RECORD
YOUR VOTES*
