MONMOUTH CAPITAL CORPORATION
125 Wyckoff Road
Eatontown, New Jersey 07724
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
SEPTEMBER 24, 1998
Notice is hereby given that the thirty-seventh Annual
Meeting of Shareholders (Annual Meeting) of Monmouth Capital
Corporation (Company) will be held on Thursday, September 24,
1998, at 4:00 p.m. at the offices of the Company on the second
floor of the PNC Bank Building, 125 Wyckoff Road, Eatontown, New
Jersey, for the following purposes:
1. To elect ten Directors, the names of whom are set forth in
the accompanying Proxy Statement, to serve for the ensuing year;
and
2. To approve the selection by the Board of Directors of Cowan,
Gunteski and Co. as Independent Auditors for the Company for the
fiscal year ending March 31, 1999; and
3. To transact such other business as may properly come before
the Annual Meeting and any adjournment thereof.
The minute books containing the minutes of the last Annual
Meeting of Shareholders, and the minutes of all meetings of the
Directors since the last Annual Meeting of Shareholders, will be
presented at the meeting for the inspection of the shareholders.
Only shareholders of record at the close of business on August
10, 1998 will be entitled to vote at the meeting and at any
adjournments thereof.
IF YOU ARE UNABLE TO BE PRESENT PERSONALLY, PLEASE SIGN AND
DATE THE ENCLOSED PROXY WHICH IS BEING SOLICITED BY THE BOARD OF
DIRECTORS, AND RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Ernest V. Bencivenga
ERNEST V. BENCIVENGA
Secretary
August 17, 1998
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MONMOUTH CAPITAL CORPORATION
125 Wyckoff Road
Eatontown, New Jersey 07724
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
SEPTEMBER 24, 1998
This Proxy Statement is furnished in connection with the
solicitation by the Board of Directors of Monmouth Capital
Corporation (Company) of proxies to be voted at the Annual
Meeting of Shareholders of the Company to be held on September
24, 1998, and at any adjournments thereof (Annual Meeting), for
the purposes listed in the preceding Notice of Annual Meeting of
Shareholders. This Proxy Statement and the accompanying Proxy
card are being distributed on or about August 17, 1998 to
shareholders of record August 10, 1998.
A copy of the Annual Report, including financial statements,
is being mailed herewith.
Any shareholder giving the accompanying proxy has the power
to revoke it at any time before it is exercised at the Annual
Meeting by filing with the Secretary of the Company an instrument
revoking it, by delivering a duly executed proxy card bearing a
later date, or by appearing at the meeting and voting in person.
Shares represented by properly executed proxies will be voted as
specified thereon by the shareholder. Unless the shareholder
specifies otherwise, such proxies will be voted FOR the proposals
set forth in the Notice of Annual Meeting.
The cost of preparing, assembling and mailing this Proxy
Statement and form of proxy, and the cost of soliciting proxies
related to the meeting, will be borne by the Company. The Company
does not intend to solicit proxies otherwise than by use of the
mail, but certain officers and regular employees of the Company,
without additional compensation, may use their personal efforts,
by telephone or otherwise, to obtain proxies.
VOTING RIGHTS
Only holders of the Company's $1.00 par value common stock
(Common Stock) of record as of the close of business on August
10, 1998, are entitled to vote at the Annual Meeting of
Shareholders. As of the record date, there were 1,489,658 shares
of Common Stock outstanding, each share being entitled to one
vote on any matter which may properly come before the meeting.
Said voting right is non-cumulative. The holders of a majority of
the outstanding shares of Common Stock shall constitute a quorum.
A majority of the votes cast by holders of the Common Stock is
required for approval of Proposals 1 and 2.
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PROPOSAL 1
ELECTION OF DIRECTORS
It is proposed to elect a Board of ten Directors. The
proxy will be voted for the election of the ten nominees named
herein, all of whom are members of the present Board, to serve
for a one-year term for which they have been nominated, unless
authority is withheld by the shareholder. The nominees have
agreed to serve, if elected, for the new term. If for any reason
any of the said ten nominees shall become unavailable for
election, the proxy will be voted for any substitute nominee who
may be selected by the Board of Directors prior to or at the
meeting, or, if no substitute is selected by the Board of
Directors, for a motion to reduce the membership of the Board to
the number of the following nominees who are available. In the
event the membership of the Board is reduced, it is anticipated
that it would be restored to the original number at the next
annual meeting. In the event a vacancy occurs on the Board of
Directors after the Annual Meeting, the by-laws provide that any
such vacancy shall be filled for the unexpired term by a majority
vote of the remaining Directors. The Company has no knowledge
that any of the ten nominees shall become unavailable for
election.
The proxies solicited cannot be voted for a greater number
of persons than the nominees named.
Some of the nominees for Director are also Officers and/or
Directors of other companies, including Monmouth Real Estate
Investment Corporation and United Mobile Homes, Inc., both
publicly-owned companies. In addition, the Officers and
Directors of the Company may engage in real estate transactions
for their own account, which transactions may also be suitable
for Monmouth Capital Corporation. In most respects, the
activities of Monmouth Capital Corporation, Monmouth Real Estate
Investment Corporation and United Mobile Homes, Inc. are not in
conflict, but rather complement each other. However, the
activities of the Officers and Directors on behalf of the other
companies, or for their own account, may on occasion conflict
with those of the Company and deprive the Company of favorable
opportunities. It is the opinion of the Officers and Directors
of the Company that there have been no conflicting transactions
since the beginning of the last fiscal year.
Committees of the Board of Directors and Meeting Attendance
During the last fiscal year ended March 31, 1998, there were
four meetings of the Board of Directors, including regularly-
scheduled and special meetings. No Directors attended fewer than
75% of the meetings.
The Company has a standing Audit Committee, a Compensation
Committee and a Stock Option Committee of the Board of Directors.
2
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The Audit Committee, which recommends to the Directors the
independent public accountants to be engaged by the Company and
reviews with management the Company's internal accounting
procedures and controls, met once during the last fiscal year.
Charles P. Kaempffer and W. Dunham Morey, both of whom are
outside Directors, serve on the Audit Committee.
The Compensation Committee, which makes recommendations to
the Directors concerning compensation, met once during the last
fiscal year. Charles P. Kaempffer and Peter Weidhorn serve on
the Compensation Committee.
The Stock Option Committee, which administers the Company's
Stock Option Plan, met once during the last fiscal year. Charles
P. Kaempffer, W. Dunham Morey and Peter Weidhorn serve on the
Stock Option Committee.
3
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NOMINEES FOR DIRECTOR
Present Position with the Company;
Business Experience During Past Five Director
Nominee; Age Years; Other Directorships Since
Ernest V. Treasurer (1961 to present), Secretary 1961
Bencivenga (1967 to present) and Director.
(80) Financial Consultant (1976 to
present); Treasurer and Director (1968
to present) of Monmouth Real Estate
Investment Corporation;
Secretary/Treasurer (1984 to present)
and Director (1969 to present) of
United Mobile Homes, Inc.
Anna T. Chew Controller (1991 to present) and 1994
(40) Director. Certified Public
Accountant; Vice President and Chief
Financial Officer (1995 to present),
Controller (1991 to 1995) and Director
(1994 to present) of United Mobile
Homes, Inc.; Controller (1991 to
present) and Director (1993 to
present) of Monmouth Real Estate
Investment Corporation.
Boniface Chairman of the Board (1968 to 1961
DeBlasio present) and Director. Director (1968
(77) to present) of Monmouth Real Estate
Investment Corporation.
Charles P. Director. Investor; Director (1974 to 1970
Kaempffer present) of Monmouth Real Estate
(61) Investment Corporation; Director (1969
to present) of United Mobile Homes,
Inc.; Vice Chairman and Director (1996
to present) of Community Bank of New
Jersey; Director (1989 to 1996) of
Sovereign Community Bank (formerly
Colonial Bank).
Eugene W. Landy President (1961 to present) and 1961
(64) Director. Attorney at Law, Landy &
Landy; Chairman of the Board (1995 to
present), President (1969 to 1995) and
Director (1969 to present) of United
Mobile Homes, Inc.; President and
Director (1968 to present) of Monmouth
Real Estate Investment Corporation.
4
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NOMINEES FOR DIRECTOR (continued)
Present Position with the Company;
Business Experience During Past Five Director
Nominee; Age Years; Other Directorships Since
Samuel A. Landy Director. President (1995 to 1994
(38) present), Vice President (1991 to
1995) and Director (1992 to present)
of United Mobile Homes, Inc.; Director
(1989 to present) of Monmouth Real
Estate Investment Corporation;
Attorney at Law, Landy & Landy (1987
to present).
James E. Director. General Partner of Mitchell 1994
Mitchell Partners, L.P.; Chairman of the Board
(57) of First Balboa Securities
Corporation, a securities
broker/dealer.
W. Dunham Morey Director. Certified Public 1961
(78) Accountant; Director (1968 to present)
of Monmouth Real Estate Investment
Corporation.
Robert G. Director. Investor; Director (1968 to 1963
Sampson present) of Monmouth Real Estate
(72) Investment Corporation; Director (1969
to present) of United Mobile Homes,
Inc.; General Partner (1983 to
present) of Sampco, Ltd., an
investment group.
Peter J. Director. Chairman, President and CEO 1994
Weidhorn of WNY Group, Inc.; Chairman of
(51) CentraState Healthcare Systems.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THIS PROPOSAL
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PROPOSAL 2
APPROVAL OF INDEPENDENT AUDITORS
It is proposed to approve the appointment of Cowan, Gunteski
& Co. as Independent Auditors for the purpose of making the
annual audit of the books of account of the Company for the
fiscal year ending March 31, 1999, and shareholder approval of
said appointment is requested. Cowan, Gunteski & Co. has served
as Independent Auditors of the Company since 1990. There are no
affiliations between the Company and Cowan, Gunteski & Co., its
partners, associates or employees, other than its employment as
Independent Auditors for the Company. Cowan, Gunteski & Co. has
informed the Company that it has no direct or indirect financial
interest in the Company. The Company does not expect any
representative of Cowan, Gunteski & Co. to attend the Annual
Meeting.
The approval of the appointment of the Independent Auditors
must be by the affirmative vote of a majority of the votes cast
at the Annual Meeting. In the event that Cowan, Gunteski & Co.
does not receive an affirmative vote of the majority of the votes
cast by the holders of shares entitled to vote, then another firm
will be appointed as Independent Auditors and the shareholders
will be asked to ratify the appointment at the next annual
meeting.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THIS PROPOSAL
PRINCIPAL SHAREHOLDERS
On July 15, 1998, no person owned of record, or was known by
the Company to own beneficially, more than five percent of the
common stock of the Company, except the following:
Name of Beneficial Owner Shares Owned Beneficially(1) Percent of Class
Eugene W. Landy 189,440 12.72%
20 Tuxedo Road, Rumson, NJ 07760
Group consisting of Walter, 117,810 (2) 7.91%
Carucci, Carucci Family Partners,
and Carr Securities Corp.
1 Penn Plaza, New York, NY 10114
Group consisting of Paul H. O'Leary, 86,788 (2) 5.83%
Raffles Associates, L.P.and Channel
Partnership II
1 Penn Plaza, Suite 4720
New York, NY 10119
James E. Mitchell and Mitchell 78,681 (2) 5.28%
Partners, L.P.
611 Anton Blvd., Costa Mesa, CA 92626
(1) Beneficial ownership, as defined herein, includes Common Stock as to
which a person has or shares voting and/or investment power.
(2) As reported on Schedule 13D filed with the Securities and Exchange
Commission.
6
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INFORMATION RESPECTING DIRECTORS AND OFFICERS
As of July 15, 1998, the Officers and Directors,
individually and as a group, beneficially owned Common Stock of
the Company as follows:
Name of Beneficial Owner Shares Owned Beneficially(1) Percent of Class
Ernest V. Bencivenga 6,213 (2) 0.42%
Anna T. Chew 8,230 (3) 0.55%
Boniface DeBlasio 30,026 (4) 2.01%
Charles P. Kaempffer 15,331 (5) 1.03%
Eugene W. Landy 189,440 (6) 12.72%
Samuel A. Landy 58,503 (7) 3.93%
James E. Mitchell 78,681 (8) 5.28%
W. Dunham Morey 50,600 3.39%
Robert G. Sampson 16,986 1.14%
Peter J. Weidhorn 36,000 2.42%
________ ______
Directors and Officers
as a Group 490,010 32.89%
(1) Beneficial ownership, as defined herein, includes Common
Stock as to which a person has or shares voting and/or
investment power.
(2) Includes 4,909 shares held by Mr. Bencivenga's wife.
(3) Held jointly with Ms. Chew's husband.
(4) Includes (a) 3,621 shares held by Mr. DeBlasio's wife; and
(b) 9,574 shares in custodial accounts for Mr. DeBlasio's
children under the Uniform Gift to Minor's Act in which he
disclaims any beneficial interest, but has power to vote.
(5) Includes (a) 726 shares in joint name with Mrs. Kaempffer;
(b) 270 shares held by Mr. Kaempffer's wife; and (c) 7,000
shares held as Trustee for Defined Benefit Pension Plan for
which Mr. Kaempffer has power to vote.
(6) Includes (a) 6,963 shares held by Mr. Landy's wife;(b)31,227
shares held in the Landy & Landy Employees' Pension Plan, of
which Mr. Landy is a Trustee with power to vote; (c) 56,065
shares held in the Landy & Landy Employees' Profit Sharing
Plan of which Mr. Landy is Trustee with power to vote.
(7) Includes (a) 12,013 shares held by Mr. Landy's wife; (b)
12,891 shares in custodial accounts for Mr. Landy's children
under the Uniform Gifts to Minor's Act in which he disclaims
any beneficial interest, but has power to vote; and
(c) 23,346 shares in the Samuel Landy Family Limited
Partnership.
(8) Includes 73,991 shares held by Mitchell Partners, L.P. over
which Mr. Mitchell exercises voting power.
7
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EXECUTIVE COMPENSATION
Summary Compensation Table
The following Summary Compensation Table shows compensation
paid by the Company to its Chief Executive Officer for services
rendered during the fiscal years ending March 31, 1998, 1997 and
1996. Because no executive officers received total annual salary
and bonus exceeding $100,000, only the compensation paid to the
Chief Executive Officer is to be disclosed under the Securities
and Exchange Commission disclosure requirements.
Annual Compensation
Name and Principal Position Year Salary Bonus Other(1)
Eugene W. Landy 1998 None None $58,200
Chief Executive Officer 1997 None None $71,700
1996 None None $63,530
(1) Represents director's fees as well as legal and other fees
to the firm of Landy & Landy.
Compensation of Directors
The Directors receive a fee of $800 for each Board meeting
attended. Directors appointed to house committees receive $150
for each meeting attended. Those specific committees are
Compensation Committee, Audit Committee and Stock Option
Committee.
Stock Option Plan
On July 14, 1994, the shareholders approved and ratified the
Company's 1994 Stock Option Plan authorizing the grant to
officers and key employees of options to purchase up to 300,000
shares of common stock. Options may be granted any time up to
December 31, 2003. No option shall be available for exercise
beyond ten years. All options are exercisable after one year
from the date of grant. The option price shall not be below the
fair market value at date of grant. Canceled or expired options
are added back to the "pool" of shares available under the Plan.
As of August 10, 1998, there were 55,000 shares exercisable
and 245,000 shares available under the Plan. The following is a
summary of stock options outstanding:
Number of Number of Option Expiration
Date of Grant Employees Shares Price Date
1/4/95 2 20,000 $3.00 1/4/2000
3/4/96 3 15,000 $3.50 3/4/2001
4/8/98 2 20,000 $2.75 4/8/2003
_______
55,000
8
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Other Information
Except for specific agreements, the Company has no
retirement plan in effect for officers, directors or employees
and, at present, has no intention of instituting such a plan.
Report of Board of Directors on Executive Compensation
Overview and Philosophy
The Company has a Compensation Committee consisting of two
independent outside Directors. This Committee is responsible for
making recommendations to the Board of Directors concerning
executive compensation. The Compensation Committee takes into
consideration three major factors in setting compensation.
The first consideration is the overall performance of the
Company. The Committee believes that the financial interests of
the executive officers should be aligned with the success of the
Company and the financial interests of its shareholders.
The second consideration is the individual achievements made
by each officer. The Company is relatively small. The Committee
is aware of the contributions made by each officer and makes an
evaluation of individual performance based on their own
familiarity with the officer.
The final criteria in setting compensation is comparable
wages in the industry.
Evaluation
The Committee reviewed the progress made by Eugene W. Landy,
Chief Executive Officer, in locating alternative business and
investment opportunities. The Committee decided to continue Mr.
Landy's annual compensation of $50,000. The Summary Compensation
Table shows an annual compensation to Mr. Landy of $50,000 plus
$8,200 in director's and legal fees for a total of $58,200 for
the year ended March 31, 1998.
9
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COMPARATIVE STOCK PERFORMANCE
The following line graph compares the total return of the
Company's Common Stock for the last five fiscal years to the
NASDAQ Total Return Index and the NASDAQ Financial Stocks Total
Return Index. The total return reflects stock price appreciation
and dividend reinvestment for all three comparative indices. The
information herein has been obtained from sources believed to be
reliable, but neither its accuracy nor its completeness is
guaranteed.
Years Ended Monmouth Capital NASDAQ NASDAQ
March 31, Corporation Total Financial
1993 100 100 100
1994 130 108 104
1995 117 120 117
1996 138 163 161
1997 131 181 207
1998 108 275 320
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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Since the beginning of the Company's last fiscal year, there
have been no transactions or proposed transactions in which any
of the Officers and Directors have a material interest.
The only family relationship between any of the Directors or
executive officers of the Company is that of Samuel A. Landy,
Director, who is the son of Eugene W. Landy, President and a
Director of the Company.
Eugene W. Landy and Samuel A. Landy are partners in the law
firm of Landy & Landy, which firm, or its predecessor firms, have
been retained by the Company as legal counsel since the formation
of the Company, and which firm the Company proposes to retain as
legal counsel for the current fiscal year.
The New Jersey Supreme Court has ruled that the relationship
of directors also serving as outside counsel is not per se
improper, but the attorney should fully discuss the issue of
conflict with the other Directors and disclose it as part of the
proxy statement so that shareholders can consider the conflict
issue when voting for or against the attorney/director nominee.
Transactions with United Mobile Homes, Inc.
The Mobile Home Store, Inc. (MHS), a subsidiary of the
Company, has rental expenses to United Mobile Homes, Inc.
(United). United owns and operates manufactured home
communities. Six Directors of the Company are also Directors and
shareholders of United. MHS pays United market rent on sites
where MHS has a home for sale. Total site rental expense to
United amounted to $129,603 for the year ended March 31, 1998.
Effective April 1, 1995, MHS and United entered into an agreement
whereby MHS leases space from United to be used as sales lots, at
market rates, at most of United's communities. Total rental
expense relating to these sales lots amounted to $102,300 for the
year ended March 31, 1998.
During fiscal 1998, MHS sold to United four homes for a
total sales price of $90,532 at MHS's cost. These sales
represented 2% of total sales made by MHS during the year. These
manufactured homes were available through MHS, but could have
been acquired by United from a third party at approximately the
same price.
During the year ended March 31, 1998, MHS acquired certain
inventory from United. These purchases amounted to $133,791,
representing 3.5% of total purchases made by MHS during fiscal
1998. This inventory was available through United, but could
have been acquired from a third-party at approximately the same
cost.
11
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Payments to Affiliated Persons
Total payments to all Officers, Directors and affiliated
persons during the fiscal year ended March 31, 1998 amounted to
$110,200. Eugene W. Landy, President of the Company, received
$53,200 in management and Director's fees during the fiscal year
ended March 31, 1998. In addition, the firm of Landy & Landy
received $5,000 in legal fees.
COMPLIANCE WITH EXCHANGE ACT FILING REQUIREMENTS
Section 16(a) of the Securities Exchange Act of 1934, as
amended, requires the Company's Officers and Directors, and
persons who own more than 10% of the Company's Common Stock to
file reports of ownership and changes in ownership with the
Securities and Exchange Commission. Officers, Directors and
greater than 10% shareholders are required by Securities and
Exchange Commission regulations to furnish the Company with
copies of all Section 16(a) forms they file. Based solely on
review of the copies of such forms furnished to the Company, the
Company believes that, during the fiscal year, all Section 16(a)
filing requirements applicable to its Officers, Directors and
greater than 10% beneficial owners were met, except that James
Mitchell and Mitchell Partners failed to file two reports on Form
4 on a timely basis.
OTHER MATTERS
As of the date of this Proxy Statement, the Board of
Directors of the Company knows of no other matters, other than
those stated in this Proxy Statement, that are to be presented
for action at the Annual Meeting. If any other matters should
properly come before the Annual Meeting, it is intended that
proxies in the accompanying form will be voted on any such
matters in accordance with the judgment of the persons voting
such proxies. Discretionary authority to vote on such matters is
conferred by such proxies upon the persons voting them.
The Company will provide, without charge, to each person
being solicited by this Proxy Statement on the written request of
any such person, a copy of the Annual Report of the Company on
Form 10-K for the year ended March 31, 1998 (as filed with the
Securities and Exchange Commission), including the financial
statements and schedules thereto. All such requests should be
directed to Monmouth Capital Corporation, Attention: Secretary,
125 Wyckoff Road, Eatontown, New Jersey 07724.
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SHAREHOLDER PROPOSALS
In order for Shareholder Proposals for the 1999 Annual
Meeting of Shareholders to be eligible for inclusion in the
Company's 1999 Proxy Statement, they must be received by the
Company at its principal office at 125 Wyckoff Road, P. O. Box
335, Eatontown, New Jersey 07724 not later than March 31, 1999.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Ernest V. Bencivenga
Ernest V. Bencivenga
Secretary
Dated: August 17, 1998
Important: Shareholders can help the Directors avoid the
necessity and expense of sending follow-up letters to insure a
quorum by promptly returning the enclosed proxy. The proxy is
revocable and will not affect your right to vote in person in the
event you attend the meeting. You are earnestly requested to
sign and return the enclosed proxy in order that the necessary
quorum may be represented at the meeting. The enclosed addressed
envelope requires no postage and is for your convenience.
13
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PROXY PROXY
MONMOUTH CAPITAL CORPORATION
PROXY FOR ANNUAL MEETING OF SHAREHOLDERS
This Proxy is Solicited on behalf of the Board of Directors
PLEASE FILL IN, DATE AND SIGN PROXY AND RETURN PROMPTLY
The undersigned hereby appoints EUGENE W. LANDY, ERNEST V. BENCIVENGA
and CHARLES P. KAEMPFFER, and each or any of them, proxies of the
undersigned, with full power of substitution, to vote in their
discretion (subject to any direction indicated hereon) at the Annual
Meeting of Shareholders to be held at the Company Office on the
second floor of the PNC Bank Building, 125 Wyckoff Road, Eatontown,
New Jersey, on Thursday, September 24, 1998, at 4:00 o'clock p.m.,
and at any adjournment thereof, upon matters properly coming before
the meeting, with all the powers which the undersigned would possess
if personally present, and to vote all shares of stock which the
undersigned may be entitled to vote at said meeting.
<PAGE>
The Board of Directors recommends a vote FOR items (1) and (2), and
all shares represented by this Proxy will be so voted unless
otherwise indicated, in which case they will be voted as marked.
(1) Election of Directors - Nominees are: Ernest V. Bencivenga,
Anna T. Chew, Boniface DeBlasio, Charles P. Kaempffer, Eugene W.
Landy, Samuel A. Landy, James E. Mitchell, W. Dunham Morey, Robert G.
Sampson and Peter J. Weidhorn.
(Instruction: To withhold authority to vote for any individual
Nominee, write that person's name of the line below:
________________________________________________________________
FOR all Nominees WITHHOLD AUTHORITY
except as Indicated / / to vote for listed Nominees / /
(2) Approval of the appointment of Cowan, Gunteski & Co. as
Independent Auditors for the Company for the fiscal year ending
March 31, 1999.
FOR / / AGAINST / / ABSTAIN / /
(3) Such Other Business as may be brought before the meeting or any
adjournment thereof. The Board of Directors at present knows of no
other business to be presented by or on behalf of the Company or its
Board of Directors at the meeting.
Receipt of Notice of Meeting and Proxy Statement is hereby
acknowledged.
DATED:____________, 1998. _____________________________________
Signature
_____________________________________
Signature
Important: Please date this Proxy; sign exactly as your name(s)
appears hereon. When signing as joint tenants, all parties to the
joint tenancy should sign. When signing the Proxy as attorney,
executor, administrator, trustee or guardian, please give full title
as such.
