SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
(Amendment No. )
Filed by the Registrant (X)
Filed by a Party other than the Registrant ( )
Check the appropriate box:
( ) Preliminary Proxy Statement ( ) Confidential, for Use of the
Commission Only (as permitted
by Rule 14a-6(e)(2))
(X) Definitive Proxy Statement
( ) Definitive Additional Materials
( ) Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
DIAGNON CORPORATION
(Name of Registrant as Specified in its Charter)
Michael P. O'Flaherty, Diagnon Corporation
9600 Medical Center Drive
Rockville, Maryland 20850
(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(i)(2) or
Item 22(a)(2) of Schedule 14A.
( ) $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 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
( ) Fee paid previously with preliminary materials.
( ) Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule, or Registration Statement No.:
3) Filing Party:
4) Date Filed:
<PAGE>
DIAGNON CORPORATION
9600 Medical Center Drive
Rockville, Maryland 20850
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
October 16, 1996
The Annual Meeting of Shareholders of Diagnon Corporation (the "Company"), a
Delaware corporation, will be held at the Holiday Inn Gaithersburg, #2
Montgomery Village Avenue, Gaithersburg, Maryland, on October 16, 1996 at 10:00
a.m. for the following purposes:
1. To elect four directors each to hold office until the next
Annual Meeting of shareholders or otherwise as provided in the
By-Laws;
2. To approve the appointment of Deloitte & Touche LLP as
independent public accountants for the Company; and
3. To transact such other business as may properly come before
the meeting or any adjournment thereof.
The Board of Directors has fixed the close of business on September 4, 1996, as
the record date for the determination of shareholders entitled to notice of and
vote at the Annual Meeting.
A list of shareholders of the Company entitled to vote at the Annual Meeting
will be available for examination by shareholders of the Company at the offices
of the Company, 9600 Medical Center Drive, Rockville, Maryland, during the ten
days immediately preceding the date of the Annual Meeting.
The Annual Report to Shareholders for the year ended May 31, 1996 accompanies
this notice.
Shareholders who do not expect to attend the meeting in person are urged to fill
out, sign and mail promptly, the enclosed form of proxy.
Michael P. O'Flaherty
Secretary
Rockville, Maryland
September 13, 1996
<PAGE>
DIAGNON CORPORATION
9600 Medical Center Drive
Rockville, Maryland 20850
PROXY STATEMENT
This proxy statement is furnished in connection with the solicitation by Diagnon
Corporation (the "Company") of proxies to be voted at the Annual Meeting of the
shareholders to be held at the Holiday Inn Gaithersburg, #2 Montgomery Village
Avenue, Gaithersburg, Maryland, on October 16, 1996, at 10:00 a.m., or at any
adjournment thereof, for the purposes set forth in the accompanying Notice of
Annual Meeting. Shares represented by duly executed proxies at the meeting will
be voted at the meeting. Where shareholders specify in the proxy a choice with
respect to any matter to be acted upon, the shares represented by such proxies
will be voted as specified. A shareholder who signs and returns a proxy in the
accompanying form may revoke it at any time before it is voted.
The Company, at the close of business on September 4, 1996, the record date for
determination of shareholders entitled to vote at the meeting (the "Record
Date"), had outstanding 5,398,244 shares of Common Stock, par value $.0l per
share, each share being entitled to one vote with respect to each matter to be
voted on at the meeting.
The solicitation of proxies is made by and on behalf of the Board of Directors
of the Company. This statement is being mailed to the shareholders on or about
September 13, 1996.
SECURITY OWNERSHIP
To the knowledge of the Company on the Record Date, the only persons known to
hold more than 5 percent of the Common Stock of the Company are:
Amount and Nature of
Beneficial Percent of
Beneficial Owner Ownership (1) Class (2)
---------------- ------------- ---------
J. Thomas August........... 1,022,140 18.9
Carole K. Bishop 363,040 6.7
100 W. 57th St.
New York, NY 10019
John C. Landon (3)(4)...... 1,208,092 21.7
S. David Leibowitt......... 598,840 11.1
2295 South Ocean Blvd.
Palm Beach, FL 33480
2
<PAGE>
(1) As used in this section, the term beneficial ownership with respect to a
security is defined by Rule 13(d)(3) under the Securities Exchange Act as
consisting of sole or shared voting power (including the power to vote or
direct the vote) and/or sole or shared investment power (including the
power to dispose or direct the disposition) with respect to the security
through any contract, arrangement, understanding, relationship or
otherwise. Unless otherwise indicated, beneficial ownership consists of
sole voting and investment power.
(2) Assumes the exercise by such person or persons of the currently exercisable
options owned by him or them and does not give effect to any shares
issuable upon exercise by any other person or persons of options.
(3) Includes 54,330 shares in the names of members of Dr. Landon's family.
(4) Assumes the exercise of currently exercisable options to purchase 160,000
shares.
The Company has been advised that the shares of Common Stock owned by Dr. August
and Dr. Landon will be voted in favor of the four nominees for director, and in
favor of the appointment of Deloitte & Touche LLP as independent public
accountants for the Company.
ITEM 1 ELECTION OF DIRECTORS
Four persons have been nominated for election as directors to serve until the
next Annual Meeting of shareholders and until their respective successors are
duly elected and qualified. In the absence of a contrary specification, the
enclosed proxy will be voted FOR the election as directors of the persons named
below. If any nominee becomes unavailable as a candidate for election for any
reason, it is intended that votes will be cast for a substitute nominee
designated by the Board of Directors. The Company has no reason to believe that
any nominees named below will be unable to serve if elected.
All four of the nominees are presently directors of the Company. J. Thomas
August has been a director of the Company since 1982, John C. Landon has been a
director since 1986, Charles C. Francisco has been a director since 1991, and
Charles F. Gauvin has been a director since 1992. The terms of all four
directorships will run from October, 1996 to the next Annual Meeting of the
Company's shareholders. Election of the four (4) nominees will require the
affirmative vote of the holders of a plurality of the shares of the Company's
Common Stock present in person or represented by proxy at the Annual Meeting.
The following table sets forth the name and principal occupation of each
nominee, the period without interruption for which he has been a director of the
Company, the names and titles of the Executive Officers of the Company, and the
amount and percent of class of stock of the Company beneficially owned by each
nominee, each Executive Officer, and the Executive Officers and Directors as a
group as of the Record Date. Unless otherwise indicated, beneficial ownership
consists of sole voting and investment power.
3
<PAGE>
<TABLE>
<CAPTION>
Director of
Company
Principal Occupation Without Nature of Percent
& Business Experience Interruption Beneficial of
Name and Address Age Past Five Years Since Ownership Class Class (1)
- ---------------- --- --------------- ----- --------- ----- ---------
<S> <C>
J. Thomas August 69 Nominee; Prof. & Director of 1982 1,022,140 Common 18.9
School of Medicine the Dept. of Pharmacology and (sole)(6)
Johns Hopkins Univ. Molecular Sciences at The
725 N. Wolfe St. Johns Hopkins Univ. School
Baltimore, MD 21205 of Medicine, Baltimore, MD for
more than five years.
John C. Landon 59 Nominee; Chairman of the 1986 1,153,762 Common 21.7
9600 Medical Ctr. Dr. Board (since February, 1987) (sole)(2)
Rockville, MD 20850 & CEO & President (since 54,340
1986) of the Company. (joint)(3)
President of the Company's
Two subsidiaries, BIOQUAL,
Inc. and Enhanced
Therapeutics, Inc.
Charles C. Francisco 58 Nominee; From 1992 to the 1991 20,000 Common 0.3
25 Ridge Creek Trail present, President, CEO & a sole(4)
Moreland Hills, OH 44022 Director of Victoreen, Inc,.
Cleveland, OH, a
manufacturer of radiation
measuring instrumentation.
From 1992 to 1995, Director
of Environmental Restoration
Systems, Inc., Middletown,
PA, pollution removal
equipment makers. From
1996 to present, Director of
R.E. Wright Environmental,
Inc., Middletown, PA, an
earth resources consulting
company. From June 1991 to
June 1992, President &
Director of AMC Group, Inc.,
Rye, NY, a private investment
holding company.
Charles F. Gauvin 40 Nominee; Currently President 1992 20,000 Common 0.3
Trout Unlimited and CEO and from 1991 to (sole)(4)
1500 Wilson Blvd. 1994 Executive Director of
Arlington, VA 22209 Trout Unlimited, Arlington,
VA, a nonprofit organization
dedicated to protection and
conservation of trout and
salmon and their habitats.
From 1986-1991, associated with
the law firm of Beveridge &
Diamond, P.C., Washington, D.C.
</TABLE>
4
<PAGE>
<TABLE>
<CAPTION>
Director of
Company
Principal Occupation Without Nature of Percent
& Business Experience Interruption Beneficial of
Name and Address Age Past Five Years Since Ownership Class Class (1)
- ---------------- --- --------------- ----- --------- ----- ---------
<S> <C>
Michael P. O'Flaherty 58 Company Secretary and 99,000 Common 1.8
Diagnon Corporation Corporate Vice President since (sole)(5)
9600 Medical Center Dr. June, 1988, and Chief
Rockville, Maryland 20850 Operating Officer since June,
1994. Mr. O'Flaherty's duties
for the Company include most
functions of general
management.
David A. Newcomer 35 Appointed Company Acting 10,000 Common 0.2
Diagnon Corporation Controller in May, 1989, (sole)(6)
9600 Medical Center Dr. Controller in June, 1990, and
Rockville, MD 20850 Chief Financial Officer in June
1994. Mr. Newcomer's duties
include the management of the
Company's financial functions.
Leanne DeNenno 42 Vice President of the Medical 11,000 Common 0.2
BIOQUAL, Inc. Center Drive Division of (sole)(7)
9600 Medical Center Dr. BIOQUAL since 1991, and
Rockville, MD 20850 Head of Animal Research
Programs since 1988. An employee of the
Company's subsidiary, BIOQUAL, since 1982.
Richard P. Bradbury 61 Employed as Vice President of 11,000 Common 0.2
BIOQUAL, Inc. the Company's SEMA (sole)(7)
2501 Research Blvd. subsidiary in November, 1989.
Rockville, MD 20850 Concurrent with the merger of
SEMA into the Company's other subsidiary,
BIOQUAL, in 1991, was appointed Vice
President of the Research Blvd. Division of
BIOQUAL.
Jerry R. Reel 58 Employed as Vice President, 7,000 Common 0.1
BIOQUAL, Inc. Science, of the Company's (sole)(8)
9600 Medical Center Dr. subsidiary, BIOQUAL, since
Rockville, Maryland 20850 October, 1991. Private
consultant from 1989 to 1990.
All Executive Officers and 2,339,392 Common 43.3
Directors as a group
(9 Persons)(2)(3)(4)(5)(6)(7)(8)
</TABLE>
(1) Assumes the exercise by such person or persons of the currently
exercisable options owned by him or them and does not give effect to any
shares issuable upon exercise by any other person or persons of options.
(2) Assumes the exercise of currently exercisable options to purchase
160,000 shares.
(3) Includes 54,330 shares in the names of members of Dr. Landon's family.
(4) Assumes the exercise of currently exercisable options to purchase 20,000
shares.
5
<PAGE>
(5) Assumes the exercise of currently exercisable options to purchase 95,000
shares.
(6) Assumes the exercise of currently exercisable options to purchase 10,000
shares.
(7) Assumes the exercise of currently exercisable options to purchase 11,000
shares.
(8) Assumes the exercise of currently exercisable options to purchase 7,000
shares.
6
<PAGE>
THE BOARD OF DIRECTORS AND CERTAIN COMMITTEES OF THE BOARD
The Board of Directors held two meetings in fiscal year 1996. All board members
were present at each meeting.
The Board has established two committees, the compensation committee and the
audit committee.
The compensation committee (currently consisting of Messrs. Francisco and
Gauvin) meets as necessary to determine Dr. Landon's compensation. Dr. Landon
determines the compensation of the Company's other employees. The compensation
committee had one formal meeting during fiscal year 1996.
The responsibilities of the audit committee (currently consisting of Messrs.
Francisco and Gauvin) include recommending to the full Board the selection of
the Company's independent public accountants, discussing the arrangements for
the proposed scope, and the results of the annual audit with management and the
independent public accountants; reviewing the scope of non-audit professional
services provided by the independent public accountants; obtaining from both
management and the independent public accountants their observations on the
Company's system of internal accounting controls; and reviewing the overall
activities and recommendations of the Company's internal auditors. There were no
formal meetings of the audit committee in fiscal year 1996.
Messrs. Francisco, August and Gauvin have agreements with the Company extending
through the term of their election. The agreements for Messrs. Francisco, August
(effective July, 1994) and Gauvin provide for quarterly payments of $ 1,000 each
as directors fees and payments of $500 for attendance at Board of Directors
meetings. The agreement with Dr. August also provides payments of $1,000 per day
for his participation with the Company as Scientific Adviser. The Company also
reimburses Company related travel expenses incurred by any of the directors.
During fiscal year 1996, the Company paid the following cash compensation to
directors:
Directors Attendance of Board Meetings Travel to
Meetings and Consultation Board Meetings
Dr. J. Thomas August $4,000 $10,900 $0
Charles C. Francisco 4,000 1,000 924
Charles F. Gauvin 4,000 1,000 0
7
<PAGE>
REMUNERATION OF EXECUTIVE OFFICERS AND RELATED MATTERS
The following table sets forth information with respect to remuneration paid
during the last three fiscal years to the Chief Executive Officer and the other
Company Officers whose compensation exceeded $100,000.
Name and Principal Salary Bonus Other Annual Compensation
Position Year ($) ($) ($)
- --------------------- ---- ------- ------- -------------------------
John C. Landon 1996 160,000 116,946 32,723 1/
CEO, President, Chairman 1995 160,000 139,963 32,723 1/
of the Board 1994 154,400 149,773 32,723 1/
Michael P. O'Flaherty 1996 120,818 11,944 10,593 2/
Chief Operating Officer, 1995 108,675 17,115 8,827 2/
Secretary 1994 99,000 15,085
Jerry R. Reel 1996 109,481 2,949
Vice President, BIOQUAL, Inc. 1995 110,636 3,405
Subsidiary 1994 97,641 655
Richard P. Bradbury 1996 99,205 3,102
Vice President, BIOQUAL, Inc 1995 91,504 1,160
Subsidiary 1994 90,855 480
1/ Other annual compensation for the CEO for the years 1996, 1995, and 1994
represents premiums for a $1,000,000 Split Dollar Life Insurance Policy.
2/ Other annual compensation for the Chief Operating Officer for the years 1996
and 1995 represents premiums for a $250,00 Split Dollar Life insurance
Policy.
Dr. Landon has an employment agreement with the Company, which expired on May
31, 1996; subsequently, the Board of Directors has extended Dr. Landon's
agreement one year until May 31, 1997 on the same terms and conditions. Pursuant
to this agreement, Dr. Landon's base compensation is $160,000 per year. The
agreement provides for various additional incentive compensation dependent upon
the results of the Company's operations each year through the term of
employment. On April 30, 1993, Dr. Landon requested and received Board of
Directors concurrence to reduce his base salary for fiscal year 1994 by 3.5% to
assist the Company in its efforts to contain operating costs. On June 1, 1994,
Dr. Landon's base compensation returned to $160,000 per year.
On June 1, 1988 the Company and Dr. Landon agreed to consolidate the previous
loan facilities available to Dr. Landon into a single loan of $100,000. The
consolidated loan had a five year term with repayment of principal deferred for
three years. The loan bore interest at the six month certificate of deposit rate
paid by Signet Bank, Maryland, and the rate was adjusted quarterly. On September
29, 1989 the Company agreed to increase the loan to $125,000. On September 21,
1990, the Company agreed to increase the loan to $150,000. Pursuant to Dr.
Landon's current employment agreement, the loan is to be repaid in five
installments of $30,000 plus interest within six weeks after the end of each of
the next five fiscal years beginning with fiscal year 1992.
The largest amount owed by Dr. Landon during the fiscal year ended May 31, 1996
in respect to his loan facilities was $90,000, excluding interest accrued
amounting to $8,955. There was no addition to the loan during this fiscal year.
On July 1, 1994, Dr. Landon made a payment of $2,745 on accrued interest. On
June 6, 1994, the Company agreed to defer Dr. Landon's third $30,000 repayment
and make the payment due as two $15,000 installments paid with the fourth and
fifth $30,000 repayments respectively. On October 11, 1995, the Company's
shareholders affirmatively voted to approve the purchase of Company's stock from
Dr. Landon at market value to fund repayment by Dr. Landon of the reminder of
the Company loan. As of September 13, 1996, that transaction has not occurred.
8
<PAGE>
STOCK OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
Number of % of Total
Securities Stock Options
Underlying Granted to
Stock Options Employees in Exercise Expiration
Name Granted (#) Fiscal Year Price ($/Sh) Date
<S> <C>
Michael P. O'Flaherty 10,000 1/ 25.0% $.5625 6/05/05
Chief Operating Officer
Jerry R. Reel 4,000 1/ 10.0% $.5625 6/05/05
Vice President, Subsidiary
Richard P. Bradbury 4,000 1/ 10.0% $.5625 6/05/05
Vice President, Subsidiary
</TABLE>
1/ All options reported in this table are fully exercisable.
AGGREGATED STOCK OPTION EXERCISES IN LAST FISCAL YEAR, AND FY-END OPTION VALUE
Value of
Number of Unexercised
Unexercised In-the-Money
Shares Options Options
Acquired Value at FY-End at FY-End ($)
on Exercise Realized Exercisable 1/ Exercisable
Name ($)
John C. Landon 150,000 0
CEO, President,
Chairman of the Board
Michael P. O'Flaherty 95,000 7,456
Chief Operating Officer,
Secretary
Jerry R. Reel 7,000 131
Vice President, Subsidiary
Richard P. Bradbury 11,000 1,407
Vice President, Subsidiary
1/ All options reported in the table are fully exercisable.
9
<PAGE>
ITEM 2 - RATIFICATION OF INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors recommends the ratification of the firm of Deloitte &
Touche LLP as independent public accountants for fiscal year 1997. As in prior
years, representatives of Deloitte & Touche LLP will be present at the Annual
Meeting with the opportunity to make a statement if they desire to do so and
will be available to respond to appropriate questions raised at the meeting.
Deloitte & Touche LLP has audited the financial statements of Diagnon since
1982. Services provided in connection with the audit function by Deloitte &
Touche LLP for the fiscal year 1996 included primarily the examination of
Diagnon consolidated financial statements, and the review of filings with the
Securities and Exchange Commission.
The Board of Directors recommends a vote FOR the election of Deloitte & Touche
LLP as independent public accountants for the fiscal year 1997. Proxies
solicited by the Board will be so voted unless shareholders specify a contrary
choice on the Proxy card.
SHAREHOLDER PROPOSALS
Shareholders who wish to submit proposals at future Annual Meetings of
shareholders should submit such proposals to the Company at its headquarters at
9600 Medical Center Drive, Rockville, Maryland 20850. Such proposals must be
received by the Company by May 16, 1997.
The Company will not be required to include in its Proxy Statement or form of
proxy a shareholder proposal which is received after that date or which
otherwise fails to meet requirements for shareholder proposals established by
regulations of the Securities and Exchange Commission.
OTHER MATTERS
The expense of preparing, assembling, printing and mailing the form of proxy
material used for the solicitation of proxies by use of mails will be borne by
the Company. The Company has not retained any firm to solicit proxies on behalf
of the Company. Company directors and officers of the Company may solicit
proxies in person or by telephone and may request brokerage houses and other
custodians, nominees and fiduciaries to forward soliciting material to
beneficial owners of Common Stock. So far as the Board of Directors is aware,
only the aforementioned matters will be acted upon at the meeting. If any other
matters properly come before the meeting, it is intended that the accompanying
proxy may be voted on such matters in accordance with the best judgment of the
person or persons voting said proxy.
THE COMPANY'S REPORT ON FORM 10-KSB FOR ITS FISCAL YEAR ENDED MAY 31, 1996
ACCOMPANIES THIS PROXY STATEMENT. UPON THE WRITTEN REQUEST OF A SHAREHOLDER OF
THE COMPANY ADDRESSED TO MICHAEL P. O'FLAHERTY, SECRETARY OF THE COMPANY, AT
9600 MEDICAL CENTER DRIVE, ROCKVILLE, MARYLAND 20850, THE COMPANY WILL PROVIDE
WITHOUT CHARGE TO SUCH SHAREHOLDER A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM
10-KSB FOR ITS FISCAL YEAR ENDED MAY 31, 1996, INCLUDING THE FINANCIAL
STATEMENTS AND FINANCIAL STATEMENT SCHEDULES REQUIRED TO BE FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 13a-A UNDER THE SECURITIES
EXCHANGE ACT OF 1934.
By Order of the Board of Directors
John C. Landon
Chairman of the Board and Chief Executive Officer
10
<PAGE>
COMMON STOCK
PROXY
DIAGNON CORPORATION
ANNUAL MEETING OF STOCKHOLDERS, OCTOBER 16, 1996
The undersigned hereby appoints J. Thomas August and Michael P. O'Flaherty
and each of them, with power of substitution in each, as proxies or proxy to
represent the undersigned at the Annual Meeting of the Stockholders of Diagnon
Corporation (the "Company") to be held at the Holiday Inn Gaithersburg, #2
Montgomery Village Avenue, Gaithersburg, Maryland, on Wednesday, October 16,
1996, at 10:00 a.m., local time, and at any adjournment or adjournments
thereof, and to vote the number of shares of Common Stock which the undersigned
would be entitled to vote if personally present, (a) in the manner designated
on the reverse side hereof with respect to the election of directors and the
other identified proposals and (b) in their discretion on such other matters
as may properly come before the meeting or any adjournments thereof.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
This proxy when properly executed will be voted in the manner directed
herein. If no direction is made, this proxy will be voted "FOR" all nominees
and proposals listed on the reverse side hereof.
(Continued, and to be marked, dated and signed, on the other side.)
(delta) FOLD AND DETACH HERE (delta)
DIAGNON CORPORATION Annual Meeting
of Stockholders
Wednesday, October 16, 1996
10:00 a.m.
The Holiday Inn Gaithersburg
#2 Montgomery Village Avenue
Gaithersburg, Maryland
STOCKHOLDERS WHO DO NOT EXPECT TO ATTEND THE MEETING AND DESIRE TO HAVE THEIR
STOCK VOTED AT THE MEETING ARE REQUESTED TO COMPLETE, DATE AND SIGN THE ABOVE
PROXY ON THE REVERSE SIDE AND RETURN THE SAME IN THE ENCLOSED ENVELOPE, WHICH
REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES.
<PAGE>
indicated in
this example [X]
1. ELECTION OF DIRECTORS: J. Thomas August, M.D., Charles C.
FOR ALL NOMINEES WITHHOLD Francisco, Charles F. Gauvin, John C.
listed except as AUTHORITY Landon, Ph.D.
otherwise indicated to vote for all
with respect to nominees listed. (To withhold authority to vote for
individual nominees. any individual nominees, write the
name of such nominee(s) on the
[ ] [ ] following line.)
_____________________________________
2. RATIFICATION OF INDEPENDENT PUBLIC ACCOUNTANTS:
Ratification of the selection of Deloitte & Touche
LLP as the Company's independent public accountants. I plan to attend
the meeting
FOR AGAINST ABSTAIN
[ ] [ ] [ ] [ ]
DATED:_______________________________
_____________________________________
_____________________________________
Signature(s)
Please sign exactly as your name
appears on this proxy. When signing
as attorney, executor, administrator,
trustee, guardian, etc. or as officer
of corporation, give full title.
For joint accounts obtain both
signatures.
(delta) FOLD AND DETACH HERE (delta)
