<PAGE> 1
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
<TABLE>
<S> <C>
/X/ Preliminary Proxy Statement / / Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
/ / Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to sec.240.14a-11(c) or sec.240.14a-12
</TABLE>
MEDICAL IMAGING CENTERS OF AMERICA, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), or 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:
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(2) Aggregate number of securities to which transaction applies:
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(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):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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/ / 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:
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<PAGE> 2
NOTICE OF ANNUAL MEETING
MEDICAL IMAGING CENTERS OF AMERICA, INC.
9444 Farnham Street Robert S. Muehlberg
Suite 100 Chairman of the Board and
San Diego, California 92123 Chief Executive Officer
July 24, 1995
Dear Shareholder:
You are cordially invited to attend the Medical Imaging Centers of
America Inc.'s Annual Meeting of Shareholders on Wednesday, August 23, 1995, at
10:00 a.m. at The Embassy Suites, 4550 La Jolla Village Drive, San Diego, CA
92122. Your Board of Directors and management look forward to greeting
personally those shareholders able to be present. However, if you are unable
to attend, I urge you to return the enclosed proxy card as soon as possible.
The meeting will be held for the following purposes:
1. To elect directors for the ensuing year and until
their successors are elected and qualified;
2. To ratify the appointment of Ernst & Young LLP as
independent auditors for the Company for 1995;
3. To authorize the Board of Directors to effect a
one-for-five reverse stock split; and
4. To transact such other business as may be properly
presented to the meeting or any adjournment or
adjournments thereof.
Shareholders of record at the close of business July 7, 1995 shall be
entitled to notice of and to vote at said meeting or any adjournment thereof.
During the meeting, management will review the Company's performance
during the past year and comment on the outlook for the Company. There will be
time for questions shareholders may have about the Company and its operations.
Regardless of the number of shares you own, your vote is important.
Unless you plan to attend the meeting, please complete, sign, date and return
the proxy card in the enclosed envelope at your earliest convenience. Mailing
your completed proxy will not prevent you from voting in person at the meeting
if you wish to do so.
Cordially,
Robert S. Muehlberg
<PAGE> 3
PROXY STATEMENT
This Proxy Statement is furnished in connection with the solicitation
by the Board of Directors of MEDICAL IMAGING CENTERS OF AMERICA, INC. ("MICA"
or the "Company"), of your proxy for use at the Annual Meeting of Shareholders
to be held August 23, 1995, or at any adjournment thereof (the "Meeting").
This Proxy Statement and the accompanying notice and proxy card are being
mailed to all shareholders on or about July 24, 1995.
Any shareholder may revoke a proxy at any time prior to its exercise
by filing a later dated proxy or a written notice of revocation with the
Secretary of the Company, or by voting in person at the Meeting. If a
shareholder is not attending the Meeting, any proxy or notice must be returned
in time for receipt no later than the close of business on the date preceding
the Meeting in order to be effective.
On July 7, 1995, the record date fixed by the Board of Directors (the
"Record Date"), the Company had outstanding 12,210,893 shares of common stock,
no par value ("Common Stock"). Holders of Common Stock have one vote for each
share with respect to all matters to be considered at the Meeting, and may have
cumulative voting rights with respect to the election of directors. No
shareholder may cumulate votes unless a shareholder has announced at the
Meeting his intention to do so, but if any shareholder makes such an
announcement, all shareholders may cumulate votes. Cumulative voting rights
entitle a shareholder to give one nominee as many votes as is equal to the
number of directors to be elected, multiplied by the number of shares owned by
him, or to distribute his votes on the same principle among two or more
nominees, as he sees fit. In the event additional persons are nominated for
the position of director, the proxyholders may cumulate and cast their votes,
at their discretion, among all or less than all of the nominees in such
proportions as they see fit. The five nominees for director receiving the
highest number of votes at the Meeting will be elected.
A proxy, if properly executed, duly returned and not revoked, will be
voted in accordance with the instructions contained thereon. If no
instructions are given, such proxy will be voted "FOR" the election of
directors as described under "Proposal 1 - Election of Directors", "FOR" the
Board of Director's selection of independent auditors as described in "Proposal
2 - Ratification of Appointment of Auditors", and "FOR" the Board of Directors
recommendation to effect a reverse stock split as described in "Proposal 3 -
Reverse Stock Split" as listed in this Proxy Statement. Abstentions and broker
non-votes are voted as neither "FOR" nor "AGAINST" but are counted in the
determination of a quorum. The proxy also confers discretionary authority to
the persons designated therein to vote on other business, not currently
contemplated, which may come before the Meeting.
BUSINESS AT THE MEETING
1. ELECTION OF DIRECTORS
Five directors are to be elected to the Company's Board of Directors
at the Meeting for a term of one year and until the election and qualification
of their successors, as provided in the bylaws of the Company. The
proxyholders intend to vote "FOR" the individuals named below, all of whom are
currently directors of the Company, unless authority is specifically withheld
in the proxy. One current director, Robert A. Prosek, is not standing for
reelection at the Meeting. As a result, the Board of Directors has approved a
reduction in the number of Directors serving on the Company's Board from six to
five, effective on the date of the Meeting. If, for any reason any of said
nominees shall become unavailable for election, which is not now anticipated,
the proxies will be voted for the remainder of those named and may be voted for
a substitute nominee designated by the Board of Directors.
None of the directors are related to any other nominee or to any
executive officer of the Company or its subsidiaries by blood, marriage, or
adoption. Except for current employees of the Company, no director has been an
employee of the Company within the past five years. Biographical information
is provided for each of the directors nominated for election on the following
pages.
1
<PAGE> 4
NOMINEES FOR ELECTION
ROBERT S. MUEHLBERG, 41, a Director since 1994, has been Chief Executive
Officer and Chairman of the Board of Directors of the Company since February
1995, and also holds the position of President/Chief Operating Officer. Mr.
Muehlberg has also held the positions of Executive Vice President, Senior Vice
President and Vice President, Operations since joining the Company in February
1985. Prior to joining MICA, Mr. Muehlberg was Operations Manager at
International Imaging, Inc., a provider of mobile and free-standing diagnostic
imaging centers, from 1983 to 1985, and Area Manager for AMI/DSI, a provider of
mobile diagnostic imaging services from 1980 to 1983. Mr. Muehlberg holds a
Bachelor's degree in Health Science from the University of Missouri and a
Master's degree in Business Administration from Nova Southeastern University.
DENISE L. SUNSERI, 36, has been Chief Financial Officer and Secretary since
June 1993 and a Director of the Company since February 1995. She served as
Vice President and Corporate Controller from December 1991 to June 1993 and
joined the Company as Director of Financial Reporting in 1989. Prior to
joining MICA, Ms. Sunseri held various positions between 1981 and 1989 in the
Auditing and Financial Services division of the accounting firm of Arthur
Andersen & Co. Ms. Sunseri is a CPA and holds a Bachelor's degree in Business
Administration from the University of Portland.
E. KEENE WOLCOTT, 64, a Director since February 1991, has for the past 20 years
been President of Wolcott Investments, Inc., a private investment company. Mr.
Wolcott is also a Director of Price REIT, a public real estate investment
trust. From 1969 to 1973, he was the Chief Executive Officer of The Colorado
Corporation which managed investor funds in oil and gas exploration, and prior
thereto was a Senior Vice President of the securities broker Hayden, Stone and
Company. He received his Bachelor of Science degree from San Diego State
University in 1953.
KEITH R. BURNETT, M.D., 42, a Director since 1993, has been the Medical
Director of four of the Company's medical centers: Long Beach Medical Imaging
Clinic since 1985; Medical Imaging Center of Huntington Beach since 1988;
Laguna Niguel MRI since 1992; and Downey MRI Center since July 1994. He also
has been Medical Director of Medical Imaging Services, a California network of
imaging services, since 1992. Dr. Burnett has been an Assistant Clinical
Professor of Radiology at the University of California at Irvine since 1985 and
a consultant in Nuclear Medicine, Veterans Medical Center since 1988. He is
Chairman of the Examination Committee of the Registry of Magnetic Resonance
Technologists (RMRIT) and a member of the Advisory Council on MRI and
Chiropractic Research at the Los Angeles College of Chiropractic. Dr. Burnett
received his Bachelor of Arts degree in Human Biology from Stanford University
in 1974 and his Doctor of Medicine degree from Creighton University in 1978.
Dr. Burnett is board certified in Radiology and Nuclear Medicine and a
Diplomate of the American Board of Radiology.
ROBERT G. RICCI, D.O., 61, a Director since 1995, has been President of Medical
Imaging, Inc., Kansas City, Missouri, a radiology practice, since 1974 and
Director of Medical Affairs and Education at Park Lane Medical Center, Kansas
City, since 1992. He currently serves on the Board of Directors for the
following private companies: Park Lane Medical Center, the American Cancer
Society (Missouri) and Preferred Health Professionals. He is Chairman of the
Missouri Association of Osteopathic Physicians as well as Chairman of the
American Osteopathic College of Radiology. Dr. Ricci attended Temple
University in Philadelphia and received his Doctor of Osteopathy from the
University of Health Sciences College of Osteopathic Medicine in 1968. Dr.
Ricci is board certified in Radiology and is a Fellow of the American
Osteopathic College of Radiology.
MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS
The Board of Directors held nine meetings during the Company's 1994
fiscal year. In that year, each director attended at least 75% of the
aggregate of all meetings held by the Board of Directors and all meetings held
by all committees of the Board on which such director served.
The Company has a Compensation/Stock Option Committee and an Audit
Committee. The Compensation/Stock Option Committee is responsible for
determining the specific forms and levels of compensation of the Company's
executive officers and administering the Company's Stock Option Plans for
officers, directors, key employees and consultants of the Company. During
1994, the Committee of Messrs. Samuel L. Mayhugh, Ph.D. (Chairman and former
2
<PAGE> 5
member of the Board of Directors), Sidney R. Knafel (former member of the Board
of Directors) and Keith R. Burnett, M.D. met once and all Committee members
were present. Subsequent to that meeting, the Committee was changed to consist
of Messrs. Mayhugh and Robert A. Prosek. This Committee also met once during
1994 and both members of the Committee were present. Subsequent to yearend,
the Board changed the composition of the Compensation/Stock Option Committee to
three Directors, Messrs. Burnett (Chairman), Wolcott and Prosek.
The Audit Committee is responsible for meeting with the Company's
financial management and independent auditors to review the work of each and to
ensure that each is properly discharging its responsibilities. The independent
auditors have free access to the Audit Committee, without management
representatives present, to discuss results of their audit and their opinions
of the adequacy of the internal controls and quality of financial reporting.
The Audit Committee recommends to the Board of Directors the election of the
firm of independent auditors to audit the Company's financial statements.
During 1994, the Committee of Messrs. Knafel, Wolcott and Burnett met twice and
all members of the Committee were present at both meetings. Subsequent to
yearend, the Board changed the composition of the Audit Committee to three
Directors, Messrs. Wolcott (Chairman), Burnett and Prosek.
The Company does not have an executive or nominating or similar
committee. The Board of Directors generally acts in its entirety upon matters
which might otherwise be the responsibility of such committees.
DIRECTOR'S COMPENSATION
Directors, except those who are also officers of the Company, are paid
$3,000 for each meeting attended for their services as directors, and are
reimbursed for out-of-pocket expenses of attending meetings. The Chairpersons
of the Compensation/Stock Option Committee and Audit Committee receive an
additional $2,000 and $4,000 per year, respectively.
DIRECTOR AND OFFICER SECURITY REPORTS
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's officers and directors and persons who own more than ten percent of
the Company's common stock to file reports of ownership and changes in
ownership with the Securities and Exchange Commission. These reporting persons
are also required to furnish the Company with copies of all reports they file.
Based solely on its review of the copies of such forms received by it, or
written representations from certain reporting persons that no Forms 5 were
required for those persons, the Company believes that during its 1994 fiscal
year all filing requirements applicable to its officers, directors and greater
than 10% shareholders were complied with.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR"
THE ELECTION OF THE FIVE PERSONS NAMED ABOVE
2. RATIFICATION OF APPOINTMENT OF AUDITORS
The Board of Directors has selected Ernst & Young LLP as the Company's
independent auditors for fiscal 1995. Ernst & Young LLP has served as the
Company's auditors since 1981. Representatives of Ernst & Young LLP are
expected to be present at the Meeting to respond to questions from
shareholders. The representatives have advised the Company that they do not
presently plan to make a statement at the Meeting, although they will have the
opportunity to do so.
In the absence of other instructions, shares represented by properly
executed proxies will be voted "FOR" ratification of the appointment of Ernst &
Young LLP as auditors for 1995.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" RATIFICATION
OF THE APPOINTMENT OF ERNST & YOUNG LLP AS AUDITORS FOR 1995
3
<PAGE> 6
3. REVERSE STOCK SPLIT
The Board of Directors requests authorization to effect a one-for-five
reverse stock split (the "Reverse Stock Split"), subject to a determination by
the Board that the Reverse Stock Split is in the best interests of the Company
and its shareholders. The intent of the Reverse Stock Split is to increase the
marketability and liquidity of the Company's Common Stock. The Board has
approved the Reverse Stock Split. The Board has directed that the Reverse
Stock Split be submitted to the Company's shareholders for consideration and
action.
If the Reverse Stock Split is approved by the shareholders of the
Company at the Meeting, the Reverse Stock Split will be effected only upon a
determination by the Board of Directors that such an action is in the best
interests of the Company and its shareholders. The Reverse Stock Split would
become effective on any date (the "Effective Date") selected by the Board of
Directors on or prior to the Company's next Annual Meeting of Shareholders. If
the Reverse Stock Split is not effected by such date, the Board of Directors
would take appropriate action to abandon the Reverse Stock Split. The
procedures for consummation of the Reverse Stock Split are set forth in Exhibit
A hereto.
PURPOSES AND EFFECTS OF THE REVERSE STOCK SPLIT
Consummation of the Reverse Stock Split will not alter the number of
authorized shares of Common Stock, which will remain 30,000,000 shares.
Proportionate voting rights and other rights of shareholders will not be
altered by the Reverse Stock Split (other than as a result of payment of cash
in lieu of fractional shares (as described below)). Consummation of the
Reverse Stock Split will have no material federal tax consequences to
shareholders.
The Company's Common Stock is traded on the OTC Bulletin Board. On the
Record Date, July 7, 1995, the reported closing price of the Common Stock on
the OTC Bulletin Board was $1.62 per share.
The Board believes that a decrease in the number of shares of Common
Stock outstanding without any material alteration of the proportionate economic
interest in the Company represented by individual shareholdings may increase
the trading price of such shares to a price more appropriate for an
exchange-listed security, although no assurance can be given that the market
price of the Common Stock will rise in proportion to the reduction in the
number of outstanding shares resulting from the Reverse Stock Split.
Additionally, the Company currently does not qualify for admission to
the NASDAQ Stock Market's National Market (the "NASDAQ National Market")
because its per-share price is below the minimum bid price of $5 per share and
it neither had pre-tax income in excess of $750,000 for the latest fiscal year
nor two of the last three fiscal years nor does it currently have net tangible
assets in excess of $4 million. The effect of the Reverse Stock Split on the
per-share price may enable the Company to meet one of the NASDAQ National
Market listing requirements, thereby potentially enhancing the marketability of
the stock. No assurances can be given, however, that the Reverse Stock Split
will enable the Company to meet such NASDAQ National Market listing
requirements.
The number of holders of the Common Stock on the Record Date was
approximately 3,000. The Company does not anticipate that the Reverse Stock
Split would result in a significant reduction in the number of such holders,
and does not currently intend to effect the Reverse Stock Split if it would
result in a reduction in the number of holders large enough to jeopardize the
Company's continued listing on the OTC Bulletin Board.
The principal effect of the Reverse Stock Split would be to decrease
the number of shares outstanding (12,210,893 shares as of the Record Date) to
2,442,179, assuming that no additional shares of Common Stock are issued by the
Company after the Record Date and without taking into consideration any
reduction in the number of outstanding shares resulting from the cashing out of
fractional shares. On such date the number of authorized and unissued shares
would be 27,557,821.
4
<PAGE> 7
At the Effective Date, each share of the Common Stock issued and
outstanding immediately prior thereto (the "Old Common Stock"), will be
reclassified as and changed into the appropriate fraction of a share of the
Company's Common Stock, no par value (the "New Common Stock"), subject to the
treatment of fractional share interests described below. Shortly after the
Effective Date, the Company will send transmittal forms to the holders of the
Old Common Stock to be used in forwarding their certificates formerly
representing Old Common Stock for (i) surrender and exchange for certificates
representing shares of New Common Stock, and (ii) cash in lieu of any fraction
of a share of New Common Stock to which such holders would otherwise be
entitled. No certificates or scrip representing fractional share interests in
the New Common Stock will be issued, and no such fractional share interest will
entitle the holder thereof to vote, or to any rights of a shareholder of the
Company. In lieu of any such fractional share interest, each holder of Old
Common Stock who would otherwise be entitled to receive a fractional share of
New Common Stock will be paid cash upon surrender of certificates formerly
representing Old Common Stock held by such holder in an amount equal to the
product of such fraction multiplied by the closing price of the Old Common
Stock on the OTC Bulletin Board on the Effective Date (or in the event that the
Common Stock is not so traded on the Effective Date, such closing price on the
next preceding day on which such stock was traded on the OTC Bulletin Board).
SOURCE OF FUNDS
The funds required to purchase the fractional shares are available and
will be paid from the current cash reserves of the Company. The Company's
shareholder list indicates that a portion of the outstanding Common Stock is
registered in the names of clearing agencies and broker nominees. It is,
therefore, not possible to predict with certainty the number of fractional
shares and the total amount that the Company will be required to pay to redeem
such shares. However, it is not anticipated that the funds necessary to effect
the cancellation of fractional shares will be material.
VOTE REQUIRED
An affirmative vote of a majority of the shares represented and voted
at the Meeting will be required for approval of the Reverse Stock Split.
Abstentions and broker non-votes are not counted as votes cast either for or
against the proposal.
The Company has been informed that the holder of approximately 13% of
the Common Stock, Steel Partners II, L.P., intends to vote in favor of the
Reverse Stock Split.
THE BOARD UNANIMOUSLY RECOMMENDS A VOTE "FOR" THE
ADOPTION OF THE REVERSE STOCK SPLIT AND
THE RESOLUTION WITH RESPECT THERETO SET FORTH IN EXHIBIT A HERETO
4. OTHER BUSINESS
The Company's management knows of no other matters to be brought before
the Meeting for a vote. If, however, other matters are presented for a vote at
the Meeting, the proxy holders will vote the shares represented by properly
executed proxies according to their best judgement on those matters.
5
<PAGE> 8
SECURITY OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS
The following table sets forth certain information regarding the
beneficial ownership of the Common Stock as of July 7, 1995, by each director
and executive officer of the Company, and all directors and executive officers
as a group. Under the rule of the Securities and Exchange Commission, a person
is deemed to be a "beneficial owner" of a security if he has, or shares, the
power to vote or direct the voting of such security, or the power to dispose or
to direct the disposition of such security. A person is also deemed to be a
beneficial owner of any securities of which that person has the right to
acquire beneficial ownership within 60 days. An asterisk indicates beneficial
ownership of less than one percent (1%).
<TABLE>
<CAPTION>
Amount and
Nature of Percent of
Beneficial Common
Name Ownership (1) Stock
---- ------------- -----
<S> <C> <C>
Robert S. Muehlberg 158,333(2) 1%
Denise L. Sunseri 103,333(3) *%
E. Keene Wolcott 70,000(4) *%
Keith R. Burnett, M.D. 63,723(5) *%
Robert A. Prosek 60,000(6) *%
Robert G. Ricci, D.O. 35,000(7) *%
All Executive Officers and
Directors as a Group (6 persons) 490,389(8) 4%
Former Officer
Antone J. Lazos 346,000(9) 3%
</TABLE>
---------------------
(1) Unless otherwise specified in the footnotes, the shareholder
has sole voting and dispositive power.
(2) Includes presently exercisable options to purchase 148,333
shares of Common Stock at $.47 to $4.38 per share, issued for
service as an officer and employee.
(3) Includes presently exercisable options to purchase 103,333
shares of Common Stock at $.63 to $4.38 per share, issued for
service as an officer and employee.
(4) Includes presently exercisable warrants to purchase 35,000 and
25,000 shares of Common Stock at $3.75 and $.81 per share,
respectively, issued for service as a director.
(5) Includes presently exercisable warrants to purchase 35,000 and
25,000 shares of Common Stock at $.88 and $.81 per share,
respectively, issued for service as a director.
(6) Includes presently exercisable warrants to purchase 35,000 and
25,000 shares of Common Stock at $.56 and $.81 per share,
respectively, issued for service as a director.
(7) Includes presently exercisable warrants to purchase 35,000
shares of Common Stock at $1.50 per share, issued for service
as a director.
(8) Includes presently exercisable options and warrants to
purchase 466,666 shares of Common Stock at various prices, as
described in the footnotes above.
(9) Antone J. Lazos, formerly the Chairman of the Board and Chief
Executive Officer of the Company until his resignation on
November 14, 1994, beneficially owns 346,000 shares of Common
Stock which includes presently exercisable options to purchase
250,000 shares of Common Stock at $.47 to $3.75 per share
issued for service as an officer and employee.
REPORT OF COMPENSATION/STOCK OPTION COMMITTEE
The Company applies a consistent philosophy to compensation for all
employees, including senior management. This philosophy is based on the
premise that the achievements of the Company result from the coordinated
efforts of all individuals working toward common objectives. The Company
strives to achieve those objectives through teamwork that is focused on meeting
the expectations of customers and shareholders.
6
<PAGE> 9
COMPENSATION PHILOSOPHY
The goals of the compensation program are to align compensation with
business objectives and performance, and to enable the Company to attract,
retain and reward executive officers who contribute to the long-term success of
the Company. The Company's compensation program for executive officers is
based on the same principles applicable to compensation decisions for all
employees of the Company: (i) the Company pays competitively; (ii) the Company
provides a pay program that helps attract and retain the best people in the
industry; (iii) the Company pays for sustained corporate and individual
performance based on a review of organizational and management progress against
set objectives and the degree to which teamwork and Company values are
fostered; and (iv) the Company strives for fairness in the administration of
pay.
COMPENSATION PROGRAMS
The Company utilizes a compensation program that consists of cash and
equity-based compensation. The cash-based compensation includes salary and
bonus. The Company sets base salary for employees by reviewing the aggregate
of base salary and annual bonus for competitive positions in the market. The
Company does not have an annual bonus plan. The equity-based compensation
includes a stock option program. The purpose of this program is to provide
additional incentives to employees to work to maximize shareholder value. The
option program also utilizes vesting periods to encourage key employees to
continue in the employ of the Company.
CHIEF EXECUTIVE OFFICER'S COMPENSATION. The Company's founder,
Chairman of the Board and Chief Executive Officer since inception, Antone J.
Lazos, resigned on November 14, 1994. By the terms of an employment separation
agreement between the Company and Mr. Lazos entered into in December 1990, as
amended in November 1994, and finalized in a severance settlement agreement
entered into in February 1995, the Company paid Mr. Lazos following his
resignation the approximate equivalent of two years' salary and benefits, and
extended the exercise period of his vested stock options until November 14,
1995. See "Executive Officer Agreements".
Mr. Lazos' original employment separation agreement entered into in
December 1990 reflected terms believed reasonable by the Board of Directors at
that time, particularly in light of the Company's then profitable operations.
Because of the Company's substantial losses since that time, the Committee
carefully reviewed the status of its contractual obligations to Mr. Lazos at
the time of his resignation in November 1994. The Committee also took into
consideration Mr. Lazos' unique role as founder of the Company and his
leadership contributions over many years. Based upon these considerations,
together with advice from legal counsel specifically appointed to assist the
Company in its review, the Committee concluded the best interests of the
Company and its shareholders would be served by honoring the Company's existing
contractual obligations.
The Company paid Samuel Mayhugh, Acting Chief Executive Officer, the
sum of $10,000 per month following Mr. Lazos' resignation. Such compensation
was approved by the full Board and was believed to be reasonable in light of
the time being devoted by Dr. Mayhugh balanced against his temporary status.
Dr. Mayhugh's service as Acting Chief Executive Officer terminated on February
13, 1995.
COMPENSATION/STOCK OPTION COMMITTEE
Keith R. Burnett, M.D., Chairman
E. Keene Wolcott
Robert A. Prosek
7
<PAGE> 10
PERFORMANCE GRAPH
The following graph provides a comparison of the five-year cumulative
total returns of the Company's Common Stock to the Dow Jones Equity Market
Index and the Dow Jones Health Care Providers Index as in prior years. This
year the Company has added a peer group ("the Peer Group") composed of
publicly-held diagnostic imaging companies which the Company believes provides
a more accurate comparison of the Company's stock performance relative to
companies operating in comparable businesses under comparable conditions. The
companies in the Peer Group (and their stock symbols) are: Alliance Imaging,
Inc. (SCAN), American Health Services Corp. (AHTS), American Shared Hospital
Services, (AMS), Health Images, Inc. (HII), and Medical Diagnostics, Inc.
(MDIX). In addition, the Company has also added the NASDAQ Stock Market-US
Index which the Company believes is a more accurate comparison of the Company's
Common Stock to a broader market.
Comparison of five (5) year cumulative total return* of the Common
Stock, the Dow Jones Equity Market Index, the Dow Jones Health Care Providers
Index, the Peer Group and the NASDAQ Stock Market-US Index:
<TABLE>
<CAPTION>
MEASUREMENT PERIOD MEDICAL IMAGING DOW JONES DOW JONES NASDAQ STOCK
(FISCAL YEAR COVERED) CENTERS OF AMERICA PEER GROUP EQUITY MARKET INDEX HEALTH CARE PROVIDERS MARKET-US
<S> <C> <C> <C> <C> <C>
12/89 100 100 100 100 100
12/90 100 85 96 108 86
12/91 35 109 127 118 136
12/92 24 76 138 124 159
12/93 6 36 152 194 182
12/94 6 39 153 212 178
</TABLE>
*The graph and table set forth above assume $100 was invested on December 31,
1989, in each of the Company's Common Stock, the Dow Jones Equity Market Index,
the Dow Jones Health Care Providers Index, the Peer Group and the NASDAQ Stock
Market-US Index (some of the companies in the Peer Group were not publicly-held
at December 31, 1989), and that all dividends were re-invested. This data was
furnished by Research Data Group.
8
<PAGE> 11
COMPENSATION TABLES
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Long-Term
Annual Compensation
--------- ------------ All Other
Name and Principal Position Year Salary ($) Bonus ($) Options (#) Compensation ($)
- --------------------------- ---- ---------- --------- ------------ ----------------
<S> <C> <C> <C> <C> <C>
Robert S. Muehlberg 1994 148,450 25,000 200,000 5,612(1)
Chairman of the Board, 1993 148,628 20,000 60,000 6,256(1)
President and Chief 1992 157,441 15,000 50,000 3,309(1)
Executive Officer
Denise L. Sunseri 1994 142,200 25,000 100,000 5,882(2)
Vice President, Chief 1993 135,385 15,000 60,000 5,497(2)
Financial Officer and
Secretary 1992 111,239 10,000 30,000 3,206(2)
Former Officers
Antone J. Lazos 1994 249,223(3) 110,823(4) 400,000 823,427(5)
Former Chairman of
the Board 1993 241,806 -0- 200,000 79,984(5)
and Chief Executive Officer 1992 259,594 -0- 150,000 36,092(5)
Samuel L. Mayhugh 1994 45,000(6) - - 43,250(7)
Acting Chief
Executive Officer
</TABLE>
__________________
(1) The amounts disclosed in this column include payments under the
Company's medical reimbursement policy of $1,036 for 1994, $2,474 for
1993 and $404 for 1992; the Company's matching 401(k) employer
contribution of $3,469 for 1994, $2,752 for 1993, and $2,905 for 1992;
and $1,107 for 1994 and $1,029 for 1993 in premiums for a personal
long-term disability policy. Mr. Muehlberg became the Chairman of the
Board and Chief Executive Officer in February 1995. Prior to that
time, Mr. Muehlberg served as the Company's President and Chief
Operating Officer.
(2) The amounts disclosed in this column include payments under the
Company's medical reimbursement policy of $1,699 for 1994, $1,706 for
1993 and $780 for 1992; the Company's matching 401(k) employer
contribution of $3,344 for 1994, $3,008 for 1993, and $2,426 for 1992;
and $839 for 1994 and $784 for 1993 in premiums for a personal
long-term disability policy.
(3) This amount represents salary and unused vacation paid through
November 14, 1994, the date of Mr. Lazos' resignation from the
Company.
(4) This amount represents a bonus of $75,000 paid in 1994 for 1993
performance and $35,813 which was paid in 1994 as a bonus to reimburse
Mr. Lazos for taxes due on medical benefits received in 1993.
(5) The amounts disclosed in this column include $20,000 in premiums for a
personal life insurance policy for each of the years indicated;
payments under the Company's medical reimbursement policy of $32,029
for 1994, $49,989 for 1993 and $16,092 for 1992; the Company's
matching 401(k) employer contributions of $4,620 for 1994 and $1,263
for 1993; $5,356 for 1994 and $5,365 for 1993 in premiums for a
personal long-term disability policy; reimbursement for certain
personal benefits of $23,791 for 1994 and $3,367 for 1993;
reimbursement for moving expenses of $38,431 in 1994; $30,000 for
three months consulting services following his resignation; and
$669,200 in lump sum severance compensation pursuant to Mr. Lazos'
agreement with the Company, half of which was paid in November 1994
and the other half of which was paid in January 1995.
(6) The amount disclosed in this column represents $10,000 per month paid
for services performed as Acting Chief Executive Officer for three
months starting in November 1994 and $15,000 paid as director fees.
(7) The amount disclosed in this column includes $43,250 paid as
consulting fees.
9
<PAGE> 12
The following table provides information on option grants in fiscal
1994 to the executives named in the Summary Compensation Table:
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
Potential Realizable
Percent of Value at Assumed
Number of Total Annual Rates of
Securities Options Stock Price
Underlying Granted to Appreciation for
Options Employees Exercise Option Term(1)
Granted in Fiscal Price Expiration -----------------------
Name (#) Year(%) ($) Date 5% ($) 10% ($)
- ------------------- ---------- ----------- --------- ------------ ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
Robert S. Muehlberg 100,000(2) 12.4 0.688 1/1/99 19,000 42,100
100,000(3) 12.4 0.470 9/6/99 13,100 28,800
Denise L. Sunseri 100,000(2) 12.4 0.688 1/1/99 19,000 42,100
Former Officers
Antone J. Lazos(6) 100,000(4) 12.4 0.688 11/14/94(4) -- --
150,000(4) 18.7 0.470 11/14/94(4) -- --
150,000(5) 18.7 0.470 11/14/95(5) 19,650 43,200
Samuel L. Mayhugh, Ph.D. -- -- -- -- -- --
</TABLE>
__________________
(1) Potential realizable value is based on an assumption that the stock
price of the Common Stock appreciates above the exercise price at the
annual rate shown (compounded annually) from the date of grant until
the end of the five-year option term. These numbers are calculated
based on the requirements promulgated by the Securities and Exchange
Commission and do not reflect the Company's estimate of future stock
price growth.
(2) Options become exercisable for one third of the shares granted on each
of the first three anniversaries of the date of grant. In the event
that the Company and/or its shareholders enter into a binding
agreement or adopt a plan to implement a dissolution, liquidation,
reorganization, merger or consolidation of the Company with one or
more corporations as a result of which the Company is not the
surviving entity, or upon a sale of substantially all the property of
the Company, the exercise date of any outstanding Options shall
accelerate and such Options shall become immediately exercisable.
(3) Options become exercisable for one fourth of the shares granted on
each of the first four anniversaries of the date of grant. In the
event that the Company and/or its shareholders enter into a binding
agreement or adopt a plan to implement a dissolution, liquidation,
reorganization, merger or consolidation of the Company with one or
more corporations as a result of which the Company is not the
surviving entity, or upon a sale of substantially all the property of
the Company, the exercise date of any outstanding Options shall
accelerate and such Options shall become immediately exercisable.
(4) Pursuant to Mr. Lazos' severance agreement with the Company, unvested
options were forfeited upon his resignation from the Company on
November 14, 1994.
(5) These options became 100% vested on the September 6, 1994 grant date.
Pursuant to Mr. Lazos' severance agreement with the Company, all
vested options as of the date of resignation are exercisable until
November 14, 1995.
(6) The information included in this table does not include options to
purchase 100,000 and 66,000 shares of Common Stock at $3.75 and $.625,
respectively, which were granted to Mr. Lazos in previous years and
for which the exercise period was extended for one year to November
14, 1995, pursuant to his severance agreement executed on February 9,
1995.
10
<PAGE> 13
The following table provides information on option exercises in fiscal
1994 by the named executive officers and the value of such officers'
unexercised options at December 31, 1994:
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR END OPTION VALUES
<TABLE>
<CAPTION>
Value of
Unexercised
In-the-Money
Number of Securities Options
Underlying at Fiscal
Unexercise Options Year-End
------------------------- --------------------------
Shares
Acquired Value
Name on Exercise Realized Exercisable Unexercisable Exercisable Unexercisable
- ---------------------------------- ------------- ---------- ------------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Robert S. Muehlberg - - 53,333 256,667 $2,500 $39,200
Denise L. Sunseri - - 40,000 150,000 $2,500 $11,200
Former Officers
Antone J. Lazos - - 316,000 - $50,250 -
Samuel L. Mayhugh, Ph.D. - - - - - -
</TABLE>
EXECUTIVE OFFICER AGREEMENTS. As an incentive for their continued
efforts on behalf of the Company, the Board of Directors has entered into
employment contracts with Mr. Muehlberg and Ms. Sunseri which provide that they
will be paid the equivalent of one year's salary and employee benefits in the
event that their employment by the Company is involuntarily terminated or if
there is a change in the control of the Company and they should elect not to
remain employed after such change in control.
The Company's founder, Chairman of the Board and Chief Executive
Officer since inception, Antone J. Lazos, resigned on November 14, 1994. By
the terms of an employment separation agreement between the Company and Mr.
Lazos entered into in December 1990, as amended in November 1994, and finalized
in a severance settlement agreement and release of claims entered into in
February 1995, the Company paid Mr. Lazos following his resignation a lump sum
of $669,200 (representing two times his annual salary of $250,000, two times
his annual car allowance of $9,600 and two times his prior year's bonus of
$75,000) and $36,282 for vacation pay accrued as of November 14, 1994. The
$669,200 amount was paid to Mr. Lazos in two installments, 50% in November 1994
and the remaining 50% in January 1995. The Company also agreed to provide Mr.
Lazos with continued health coverage and other benefits through December 31,
1996 and to retain Mr. Lazos as a consultant to the Company for approximately
three months following his resignation at a fee of $10,000 per month. In
addition, the Company agreed to extend the exercise period of Mr. Lazos' vested
options to purchase 316,000 shares of Common Stock until November 14, 1995. As
part of such severance agreement, the Company and Mr. Lazos released each other
from any and all claims related to any transactions between them, including any
claims related to Mr. Lazos' employment with the Company (other than claims
based solely on acts of dishonesty or fraudulent conduct).
TAX DEFERRED RETIREMENT PLAN. The Company instituted a tax deferred
retirement plan (the "TDRP") under Section 401(k) of the Internal Revenue Code
for the benefit of all domestic employees in October 1989. Under this TDRP, an
employee may defer up to 10% of pre-tax earnings, subject to a maximum deferral
established each year, and contribute it to a trusteed plan. The Company will
match 50% of an employees' contribution to a maximum of 4% of gross pay. All
regular employees working over 1,000 hours per year who have completed six
months employment are eligible to enroll during the months of March, June,
September and December. The Company's matching contributions vest over a seven
year period. Benefits under this TDRP are payable on retirement, hardship,
death of the employee or termination of employment. Approximately 303
employees, including officers, are eligible to participate in this tax deferred
retirement plan, and 190 are presently enrolled. During 1994, the Company
contributed $100,871 to match employee contributions, including $11,433 for all
named executive officers as a group.
11
<PAGE> 14
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
During fiscal 1994, the Compensation/Stock Option Committee of the
Company's Board of Directors initially consisted of Messrs. Samuel L. Mayhugh,
Ph.D., Sidney R. Knafel and Keith R. Burnett, M.D. Subsequently, the Committee
was changed to consist of Messrs. Mayhugh and Robert A. Prosek. Dr. Mayhugh
served as Acting Chief Executive Officer of the Company for three months
following the resignation of the Company's then Chief Executive Officer, Mr.
Antone J. Lazos, in November 1994. Dr. Burnett is a principal and officer of
Magnetic Imaging Medical Group, a California medical corporation ("MIMG"),
which provides radiology and other medical services for the Company's
Diagnostic Medical Centers located in Long Beach, Huntington Beach, Laguna
Niguel and Downey, California. In 1994, the Company's share of revenues
collected from the four centers was $2,325,000, $2,068,000, $794,000 and
$329,000, respectively; MIMG's share of the revenues collected was $702,000,
$497,000, $187,000 and $2,000, respectively. See "Certain Relationships and
Related Transactions".
BENEFICIAL OWNERSHIP
As of July 7, 1995, the following shareholders are the only
shareholders who are known to the Company to be beneficial owners of more than
five percent (5%) of the Company's voting securities.
<TABLE>
<CAPTION>
Amount and
Nature of Percentage
Name and Address Beneficial of
of Beneficial Owner Ownership(1) Common Stock
------------------- ------------ ------------
<S> <C> <C>
General Electric Company 2,300,000(2) 16%
20825 Swenson, Suite 100
Waukesha, WI 53186
Metropolitan Life Insurance Co. 1,865,333(3) 13%
One Madison Avenue
New York, NY 10010
Steel Partners II, L.P. 1,646,819(4) 13%
750 Lexington Avenue, 27th Floor
New York, NY 10022
</TABLE>
_________________________________
(1) For purposes of this table, a person is deemed to have "beneficial
ownership" of any security that such person has the right to acquire
within 60 days after July 7, 1995.
(2) The information in the table includes presently exercisable warrants
to purchase 2,300,000 shares of Common Stock at $1.14 per share.
(3) Metropolitan Life Insurance Company holds $5,596,000 in principal
amount of the Company's Convertible Debentures due April 1999. Such
Debentures bear interest at the rate of 6% per annum and are
convertible at any time into one share of Common Stock for each $3.00
of principal amount of Debenture. The amount and percentage of Common
Stock in the table represents beneficial ownership as if the
Debentures had been converted to Common Stock.
(4) The information in the table is taken from a filing with the
Securities and Exchange Commission on Schedule 13D made by Steel
Partners II, L.P. as of June 14, 1995 reporting beneficial ownership.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Dr. Keith R. Burnett, a director of the Company, is a principal and
officer of MIMG, which provides radiology and other medical services for the
Company's Diagnostic Medical Centers located in Long Beach, Huntington Beach,
Laguna Niguel and Downey, California. MIMG is a Co-General Partner of the
center in Long Beach. Dr. Burnett serves as the Medical Director for the
facilities in Huntington Beach and Laguna Niguel. The Management, Licensing
and
12
<PAGE> 15
Facilities Agreements between the respective Centers and MIMG ("Agreements")
provide that MICA will receive for services rendered: 77.5% of the revenues
collected at Long Beach Medical Imaging Clinic, 80% of the revenues collected
at Medical Imaging Center of Huntington Beach and Laguna Niguel MRI Center, and
82% at Downey MRI Center. Pursuant to the Agreements, the balance of the
amounts collected is retained by MIMG as their fee. In 1994, the Company's
share of revenues collected from the four centers was $2,325,000, $2,068,000,
$794,000 and $329,000, respectively; MIMG's share of the revenues collected was
$702,000, $497,000, $187,000 and $2,000, respectively. See "Certain
Relationships and Related Transactions".
INFORMATION AVAILABLE TO SHAREHOLDERS
The Company's 1994 Annual Report is being mailed to shareholders with
this proxy statement. Copies of the 1994 Annual Report to shareholders and the
Company's Annual Report on Form 10-K filed with the Securities and Exchange
Commission may be obtained from the Company, 9444 Farnham Street, Suite 100,
San Diego, California 92123.
SHAREHOLDER PROPOSALS
Any proposal submitted for inclusion in the Company's proxy statement
and form of proxy for the 1996 Annual Meeting of Shareholders must be received
at the Company's principal executive offices in San Diego, California, on or
before March 26, 1996.
PROXY SOLICITATION
The cost of soliciting proxies, including the cost of reimbursing
brokers for forwarding proxies and proxy material to their principals, will be
borne by the Company. Proxies also may be solicited personally or by telephone
or electronic transmission by directors, officers, and other employees of the
Company, but these persons will not be specially compensated for this service.
The Company has retained Morrow & Co., Inc. at a fee not to exceed $3,500, plus
expenses, to aid in distributing materials and soliciting proxies.
YOU ARE REQUESTED TO PROMPTLY COMPLETE, SIGN, DATE, AND RETURN THE
ENCLOSED PROXY SO THAT IT WILL BE AVAILABLE FOR USE AT THE MEETING.
Robert S. Muehlberg
Chairman of the Board and
Chief Executive Officer
July 24, 1995
13
<PAGE> 16
EXHIBIT A
THE ONE-FOR-FIVE REVERSE STOCK SPLIT.
RESOLVED, that, prior to the Company's next Annual Meeting of
Shareholders, the Company's Amended and Restated Articles of Incorporation may
be amended by addition of the following provision:
Simultaneously with the effective date of this amendment (the
"Effective Date"), each share of the Company's Common Stock, no par
value, issued and outstanding immediately prior to the Effective Date
(the "Old Common Stock") shall automatically and without any action on
the part of the holder thereof be reclassified as and changed into
one-fifth (1/5) of a share of the Company's Common Stock, no par value
(the "New Common Stock"), subject to the treatment of fractional share
interests as described below. Each holder of a certificate or
certificates which immediately prior to the Effective Date represented
outstanding shares of Old Common Stock (the "Old Certificates",
whether one or more) shall be entitled to receive upon surrender of
such Old Certificates to the Company's Transfer Agent for
cancellation, a certificate or certificates (the "New Certificates",
whether one or more) representing the number of whole shares of the
New Common Stock into which and for which the shares of the Old Common
Stock formerly represented by such Old Certificates so surrendered,
are reclassified under the terms hereof. From and after the Effective
Date, Old Certificates shall represent only the right to receive New
Certificates (and, where applicable, cash in lieu of fractional
shares, as provided below) pursuant to the provisions hereof. No
certificates or scrip representing fractional share interests in New
Common Stock will be issued, and no such fractional share interest
will entitle the holder thereof to vote, or to any rights of a
shareholder of the Company. A holder of Old Certificates shall
receive, in lieu of any fraction of a share of New Common Stock to
which the holder would otherwise be entitled, a cash payment therefor
on the basis of the closing price of the Old Common Stock on the OTC
Bulletin Board on the Effective Date, as reported on the composite
tape of the OTC Bulletin Board ( or in the event the Company's Common
Stock is not so traded on the Effective Date, such closing price on
the next preceding day on which such stock was traded on the OTC
Bulletin Board). If more than one Old Certificate shall be
surrendered at one time for the account of the same shareholder, the
number of full shares of New Common Stock for which New Certificates
shall be issued shall be computed on the basis of the aggregate number
of shares represented by the Old Certificates so surrendered. In the
event that the Company's Transfer Agent determines that a holder of
Old Certificates has not tendered all his certificates for exchange,
the Transfer Agent shall carry forward any fractional share until all
certificates of that holder have been presented for exchange such that
payment for fractional shares to any one person shall not exceed the
value of one share. If any New Certificate is to be issued in a name
other than that in which the Old Certificates surrendered for exchange
are issued, the Old Certificates so surrendered shall be properly
endorsed and otherwise in proper form for transfer, and the person or
persons requesting such exchange shall affix any requisite stock
transfer tax stamps to the Old Certificates surrendered, or provide
funds for their purchase, or establish to the satisfaction of the
Transfer Agent that such taxes are not payable. From and after the
Effective Date the amount of capital represented by the shares of the
New Common Stock into which and for which the shares of the Old Common
Stock are reclassified under the terms hereof shall be the same as the
amount of capital represented by the shares of Old Common Stock so
reclassified, until thereafter reduced or increased in accordance with
applicable laws.
FURTHER RESOLVED, that at any time prior to the filing of the
foregoing amendment to the Company's Amended and Restated Articles of
Incorporation effecting a one-for-five Reverse Stock Split, notwithstanding
authorization of the proposed amendment by the shareholders of the Company, the
board of directors may abandon such proposed amendment without further action
by the shareholders.
A-1
<PAGE> 17
MEDICAL IMAGING CENTERS OF AMERICA, INC.
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS OF THE COMPANY
FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD AUGUST 23, 1995
The undersigned hereby appoint(s) Robert S. Muehlberg, Denise L.
Sunseri and each or either of them as proxies, with full power of substitution,
and authorizes them, or either of them, to vote all the shares of Medical
Imaging Centers of America, Inc., standing in the name of the undersigned at
the Annual Meeting of Shareholders of the Company to be held on August 23, 1995
or any adjournment thereof, upon the matters specified below:
1. With respect to the election of directors.
___ FOR all nominees listed below ___ WITHHOLD AUTHORITY
(except as marked to the to vote for all nominees
contrary below) listed below
Robert S. Muehlberg, Denise L. Sunseri, E. Keene Wolcott,
Keith R. Burnett, M.D. and Robert G. Ricci, D.O.
(INSTRUCTION: To vote for all nominees listed above, mark the "FOR" box; to
withhold authority for all nominees listed above, mark the "WITHHOLD AUTHORITY"
box; and to withhold authority to vote for any individual nominee listed above,
mark the "FOR" box and write the nominee's name in the space provided below.)
________________________________________________________________________________
2. With respect to the appointment of Ernst & Young LLP as independent
auditors for the Company for the year 1995.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
3. With respect to authorization of the Board of Directors to effect the
One-for-Five Reverse Stock Split.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
(PLEASE SIGN AND DATE ON THE REVERSE SIDE)
UNLESS OTHERWISE INDICATED TO THE CONTRARY, THIS PROXY WILL BE TAKEN AS
AUTHORITY TO VOTE "FOR" THE ABOVE LISTED MATTERS. IN THE EVENT THAT THE
UNDERSIGNED SPECIFIED A CHOICE WITH RESPECT TO ANY MATTER LISTED ABOVE, THE
SHARES REPRESENTED BY THIS PROXY WILL BE VOTED IN ACCORDANCE WITH SUCH CHOICE.
IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER
BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING.
THE UNDERSIGNED REVOKES ANY PRIOR PROXY AT SUCH MEETING AND RATIFIES ALL THAT
SAID PROXIES, OR EITHER OF THEM, MAY LAWFULLY DO BY VIRTUE HEREOF. RECEIPT OF
THE NOTICE OF ANNUAL MEETING OF SHAREHOLDERS AND PROXY STATEMENT IS HEREBY
ACKNOWLEDGED.
Dated_______________________________________
_______________________________________
Signature of Shareholder
_______________________________________
Signature of Shareholder
IMPORTANT: Please sign this proxy
exactly as your name(s)
appears. When signing as a
fiduciary, please give your
full title. Please return
this proxy promptly in the
enclosed envelope.
PLEASE COMPLETE, DATE, SIGN AND MAIL THIS PROXY IN THE ENCLOSED
ENVELOPE. NO POSTAGE IS REQUIRED FOR DOMESTIC MAILING.
