Medizone International, Inc.
---------------
144 Buena Vista
Stinson Beach, California 94970
(415) 868-0300
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 31, 2000
To the Shareholders:
The Annual Meeting of Shareholders of Medizone International, Inc. (the
"Company") will be held at the Spinnaker Restaurant, 100 Spinnaker Dr.,
Sausalito, California, on Wednesday, May 31, 2000, at 10:00 a.m., Pacific
Daylight Time and at any postponement or adjournment thereof. The following
business will be conducted at the Meeting:
1. Election of 4 directors, each to serve until the next annual
meeting of shareholders and until his successor is elected
and shall qualify;
2. Ratification of the selection of Jones Jensen & Co. as the
Company's independent public accountants; and
3. Consideration of other matters that properly may come before
the meeting.
The Board of Directors has fixed the close of business on April 14, 2000 as
the record date for the determination of shareholders who will have the right to
receive notice of and to vote at the Annual Meeting of Shareholders and any
adjournment thereof. A list of the shareholders at the record date will be
available for examination by shareholders for any lawful purpose related to the
meeting during ordinary business hours at the offices of the Company during the
10 days prior to the meeting.
You are requested to date, sign and return the enclosed Proxy Card. The
Proxy is solicited by the Board of Directors of the Company and will be voted as
indicated in the accompanying Proxy Statement. Your vote is important. Please
sign and date the enclosed Proxy Card and return it promptly in the enclosed
return envelope, whether or not you expect to attend the meeting. If you do give
your proxy as requested by the Board, you will continue to have the right to
vote in person if you decide to attend the Annual Meeting. Your proxy is
revocable at any time before the meeting. The return envelope requires no
postage if mailed in the United States. If mailed elsewhere, proper postage must
be affixed.
By Order of the Board of Directors,
Jill Marshall, Secretary
Stinson Beach, California
April 21, 2000
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Medizone International, Inc.
-----------------------------------
144 Buena Vista
Stinson Beach, California 94970
(415) 868-0300
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
The enclosed proxy is solicited by the Board of Directors of Medizone
International, Inc. for use in voting at the Annual Meeting of Shareholders. The
Annual Meeting will be held at the Spinnaker Restaurant, 100 Spinnaker Dr.,
Sausalito, California on May 31, 2000, at 10:00 a.m., Pacific Daylight Time, and
at any postponement or adjournment thereof, for the purposes set forth in the
attached notice. When proxies are properly dated, executed and returned, the
shares they represent will be voted at the Annual Meeting in accordance with the
instructions of the shareholder completing the proxy. If no specific
instructions are given, the proxy holders will vote the shares FOR the election
of the nominees for directors set forth in the proxy statement and FOR
ratification of the appointment of auditors. A shareholder giving a proxy has
the power to revoke it at any time prior to its exercise by voting in person at
the Annual Meeting, by giving written notice to the Company's Secretary prior to
the Annual Meeting, or by giving a later dated proxy.
The presence at the meeting, in person or by proxy, of shareholders holding
in the aggregate a majority of the outstanding shares of the Company's common
stock entitled to vote will constitute a quorum for the transaction of business.
The Company does not have cumulative voting for directors. A plurality of the
votes properly cast for the election of directors by the shareholders attending
the meeting in person or by proxy will elect directors to office. Action on a
matter, other than the election of directors, is approved if the votes properly
cast favoring the action exceed the votes cast opposing the action. Abstentions
and broker non-votes will be counted for purposes of establishing a quorum, but
will not count as votes cast for the election of directors or any other
questions and accordingly will have no effect. Votes cast by shareholders
attending the Meeting and voting in person or by shareholders giving their proxy
will be counted by inspectors to be appointed by the Company. It is anticipated
that the inspectors will be employees or agents of the Company.
The close of business on April 14, 2000 has been fixed as the record date
for determining the shareholders entitled to notice of, and to vote at, the
Annual Meeting. Each share shall be entitled to one vote on all matters. As of
the record date there were 155,140,798 shares of common stock outstanding and
entitled to vote. For a description of the principal holders of the Company's
common stock, see "Security Ownership of Certain Beneficial Owners and
Management."
This Proxy Statement and the enclosed Proxy Card are being mailed to
shareholders on or about April 21, 2000.
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PROPOSAL 1 -- ELECTION OF DIRECTORS
The bylaws, as amended, provide that the number of directors may range from
3 to 7, as determined from time to time by the shareholders or the Board of
Directors. Presently the Company's Board of Directors consists of 4 members, all
of whom are also nominees for election at the upcoming Annual Meeting. Each
director elected at the Annual Meeting will hold office until a successor is
elected and qualified, or until the director resigns, is removed or becomes
disqualified. Unless marked otherwise, proxies received prior to the Meeting
will be voted FOR the election of each of the nominees named below. If any
nominee is unable or unwilling to serve as a director at the date of the Annual
Meeting or any postponement or adjournment thereof, the proxies may be voted for
a substitute nominee designated by the proxy holders or by the present Board of
Directors to fill the vacancy, or for the balance of the nominees without
nomination of a substitute. The Board of Directors may also reduce the size of
the Board. The Board of Directors has no reason to believe that any of such
nominees will be unwilling or unable to serve if elected as a director.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR EACH NOMINEE.
The following information is furnished with respect to the nominees. Stock
ownership information is shown under the heading "Security Ownership of Certain
Beneficial Owners and Management" and is based upon information furnished by the
respective individuals.
Edwin G. Marshall, age 57, became Chairman of the Board of Directors in
June 1997. Mr. Marshall became Chief Executive Officer of the Company in April
1998. Educated at Santa Rosa Junior College and the College of Marin, he studied
Business Administration and Fire Science. From 1964 until 1978, Mr. Marshall
worked as a professional fire fighter, rising to the rank of Captain. From 1980
until 1994, Mr. Marshall was a private investor, pursuing various business
interests in real estate brokerage, a vacuum forming business, an industrial
computer controls company, and an automobile and truck dealership. Since 1992,
Mr. Marshall has concentrated on his own investments and since 1997 he has
devoted substantially all of his time to the management of the Company. Mr.
Marshall is a significant shareholder of the Company.
Gerard V. Sunnen, MD, age 57, became a member of the Board of Directors and
Director of Research of the Company in June 1997. In April 1998, he became
President of the Company. Dr Sunnen graduated from Rutgers University in 1963
and from medical school at the State University of New York, Downstate, in 1967.
Following an internship in medicine and surgery at Bellevue Medical Center in
New York, he continued as resident and Chief Resident at Bellevue Psychiatric
Hospital. He served in the U.S. Air Force as a physician and Major, then
returned to New York University-Bellevue Medical Center to further a career in
clinical practice, medical student teaching, and research. Dr Sunnen is Board
Certified in Psychiatry and Neurology and is currently Associate Clinical
Professor of Psychiatry at New York University. He has written and lectured
extensively in the U.S. and abroad on psychopharmacology and complementary
medicine. He is co-founder and two-term President of the International
Association of Emergency Psychiatry, an organization dedicated to providing
emergency services to populations in need. For his work, he was awarded the
distinction of Chevalier de l'Ordre du Merite by the French Government in 1990.
Following visits to medical clinics in Europe, he became interested in the
theory and clinical applications of oxygen/ozone therapies. He published the
first world literature review on ozone's medical potential, "Ozone in Medicine:
Overview and Future Directions" Journal of Advancement in Medicine, Vol. I;
Number3; Fall 1998. Dr Sunnen is especially interested in the anti-viral
properties of ozone and is eagerly anticipating clinical trials for target
lipid-enveloped viruses such as Hepatitis C and B, and HIV. He has recently
received a patent for the Company, "Apparatus for the Application of
Ozone/Oxygen for the Treatment of External Pathogenic Conditions," which will be
developed for the therapy of skin ulcers, poorly healing wounds and burns.
William Hitt, Ph.D., MD, age 73. Dr. Hitt joined the Board of Directors in
June 1997. He received a BS degree from the University of Denver in 1946 and a
Ph.D. from Colorado A&M University in 1948. Dr. Hitt earned his medical degree
from the University of Colorado in 1952 and pursued post-medical school studies
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at Duke University and Washington University School of Medicine. Dr. Hitt has
taught and conducted research at several institutions in the United States and
Mexico, culminating with his work at the World Health Organization in Mexico
City from 1989 to 1994. He was the recipient of the Eli Lily Award from the
National Institutes of Health in 1953, the Leeuwenhoek Award in 1960, the
Cientifico Destacado in 1990 and 1992 and the Bioethics International Award of
Merit in 1993. Dr. Hitt was a member of the Board of Directors of Physicians
Against Nuclear War, an organization awarded the Nobel Peace Prize in 1985. Dr.
Hitt is currently the director of the William Hitt Center, which conducts
clinical immunology and addiction recovery programs, has operated since 1986 and
now has 7 locations in Central and South America, with headquarters in Tijuana,
Mexico.
Richard Garrett Solomon, age 57. Mr. Solomon was re-appointed to the Board
of Directors in April 2000. Mr. Solomon is the Executive Director of Medizone
New Zealand, Ltd., a joint venture owned 50% by the Company. Mr. Solomon
previously served on the Company's Board of Directors from January 1996 until
February 1997. He received his bachelor of Commerce from the University of Otago
and a Diploma of Business and Industrial Administration from the University of
Auckland and is an Associated Charter Accountant. His career has been in
business and investment. For 20 years he developed and ran his own private
hospital operating company in New Zealand, Haven Care Hospitals Ltd., which
specializes in 24 hour medical and nursing care for the elderly. Mr. Solomon was
a long standing Board Member and President of the New Zealand Hospitals
Association. Among his accomplishments was leading the establishment of the New
Zealand Council on Health Care Standards, Inc., which administers standards and
accreditation of healthcare facilities in New Zealand.
There is no family relationship between any directors of the Company. Mr.
Marshall's wife, Jill Marshall, is the Chief Operating Officer and Secretary of
the Company.
Director Compensation
Directors are not compensated for their service as members of the Board of
Directors. They are reimbursed for certain expenses incurred in connection with
their attendance and participation at meetings of the Board or the Company.
Board of Directors Meetings and Committees
The Board of Directors took action at 3 duly noticed meetings during the
year ended December 31, 2000. All of the directors attended or participated in
each of these meetings. Presently there are no active committees of the Board.
Executive Officers
The following individuals serve as executive officers of the Company:
Name Age Current Positions
Edwin G. Marshall 57 Chairman, Chief Executive Officer
Gerard V. Sunnen, MD 57 Director, President, Director of Science
Jill Marshall 48 Chief Operating Officer, Secretary
Kevin R. Andersen 48 Chief Financial Officer
Biographical information for Mr. Marshall and Dr. Sunnen is contained
elsewhere in this Proxy Statement. Information regarding Mrs. Marshall and Mr.
Andersen follows:
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Jill C. Marshall, ND, became the Chief Operating Officer and Corporate
Secretary of Medizone in April 1998. Dr. Marshall is the recipient of a Doctor
of Naturopathy degree from The Southern College of Naturopathy and a Bachelor of
Arts degree from Long Beach State majoring in Sociology and Health Education.
She brings a successful background in Naturopathic healing, teaching, sales
training and marketing to Medizone with 20 years experience working in corporate
environments. Dr. Marshall's previous sales and marketing clients include:
Foundation Health, Plus Financial, Principal Financial Group, Paul Revere
Companies, Discovery Toys, Lotus Development, Pacific Bell, PG&E and Blue Shield
of California. Dr. Marshall is the wife of Ed Marshall, the Company's CEO.
Kevin R. Andersen, CPA, MS, became Chief Financial Officer in November
1998. Mr. Andersen is a partner in Andersen, Andersen & Strong L.C., Certified
Public Accountants, who previously served as the Company's auditors for the 4
years ended December 31, 1997. Mr. Andersen has a Master of Science in Taxation
(graduating Phi Kappa Phi) from University of Nevada Las Vegas and a Bachelor of
Science in Accountancy from the University of Utah. His professional experience
includes work as a Senior Tax Manager with the Las Vegas office of the national
accountancy firm of Laventhol & Horwath and in the firm's National Tax
Department in Washington, D.C.
Security Ownership of Certain Beneficial Owners and Management
The following table contains information as of April 14, 2000, regarding
beneficial stock ownership of (i) all persons known to the Company to be
beneficial owners of more than 5% of the outstanding common stock; (ii) each
director and each person who served at any time during fiscal year 1999 as the
Company's CEO, and (iii) present officers and directors of the Company as a
group. Each of the persons in the table below has sole voting and dispositive
power as to all of the shares shown as beneficially owned by them except as
otherwise indicated.
Number of Shares Percent of
Beneficially Owned Outstanding Shares
------------------ ------------------
Name and Address
Edwin G. Marshall 75,013,408(1) 48.0%
Chairman of the Board,
Chief Executive Officer
P.O. Box 742
Stinson Beach, CA 94970
Gerard V. Sunnen, MD 3,779,462 2.4%
Board Member
President and Director of Research
200 East 23rd Street
New York, NY 10016
Richard G. Solomon 7,199,001(2) 4.6%
Board Member, Medizone International
Director, Medizone New Zealand, Ltd.
77 Seaview Road
Remuera, Auckland 1005
New Zealand
William Hitt, MD, Ph.D. 350,000 *
Board Member
P.O. Box 434357
San Diego, CA 92143
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Jill C. Marshall, ND 75,013,408(3) 48.0%
Chief Operating Officer,
Corporate Secretary
P.O. Box 742
Stinson Beach, CA 94970
Kevin Andersen 145,000(4) *
Chief Financial Officer
8760 Hidden Oak Drive
Salt Lake City, UT 84121
All Officers and Directors 86,486,871 55.7%
as a Group (6 persons):
* Less than 1%.
(1) Amount indicated includes (i) an 920,000 shares owned of record by
Jill Marshall, Mr. Marshall's wife and the COO of the Company,
(ii) 4,936,507 shares owned of record by Sand Dollar, a limited
partnership of which Mr. Marshall is the general partner, (iii)
6,079,361 shares owned directly by Mr. Marshall, (iv) 395,000
shares held in street name, and (iv) warrants held by Sand Dollar
to purchase up to 62,682,540 shares of Common Stock exercisable at
prices ranging from $0.07 to $0.20 per share.
(2) Amount indicated includes combined holdings of Mr. Solomon
individually and of Solwin Investments Ltd.
(3) Amount indicated includes (i) 6,079,361 shares owned of record by
Ed Marshall, Mrs. Marshall's husband and the CEO of the Company,
(ii) 4,936,507 shares owned by Sand Dollar, of which her husband
is the general partner, (iii) 920,000 shares owned directly by
Mrs. Marshall, (iv) 395,000 shares held in street name; and (iv)
warrants held by Sand Dollar to purchase up to 62,682,540 shares
of Common Stock exercisable at prices ranging from $0.07 to $0.20
per share.
(4) All shares held in the name of Mr.Andersen's wife, Debra Andersen.
Compliance with Section 16(a) of The Exchange Act
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
officers and directors, and persons who beneficially own more than 10% of a
registered class of the Company's equity securities, to file reports of
ownership and changes in ownership with the Securities and Exchange Commission.
Officers, directors and shareholders owning more than 10% of the shares are
required by regulation of the Securities and Exchange Commission to furnish the
Company with copies of all forms filed by them under Section 16(a). The Company
is not aware of any transactions in its common stock by or on behalf of any
director, executive officer or 10%-holder, which would require the filing of any
report pursuant to Section 16(a) during the fiscal year ended December 31, 1999,
that was not timely filed with the Commission.
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Executive Compensation
The following Summary Compensation Table shows compensation paid by the
Company to the Chief Executive Officer of the Company for each of the past 2
years. No officer of the Company was paid more than $100,000 during 1999.
Summary Compensation Table
Long-Term
Compensation
Annual Compensation Awards
------------------------------------------
Name and Principal
Position Year Salary Bonus Options (#)
- --------------------------------------------------------------------------------
Edwin G. Marshall 1999 $ 0(1) $ 0 0
Chairman and CEO 1998 $75,000(2) $ 0 0
(1) No compensation was paid in 1999. In January 2000, the Board of
Directors authorized the issuance of 750,000 shares of common stock,
valued at $.175 per share, as payment of compensation for calendar year
1999.
(2) In 1998, the Board of Directors authorized and caused the issuance of
1,500,000 shares of common stock, valued at $.05 per share, as payment
of compensation for Mr. Marshall's services as CEO. The shares of
common stock issued in 2000 and in 1998 were valued at the closing
price of the Company's common stock as reported by the Nasdaq
Over-the-Counter ("OTC") Electronic Bulletin Board on the dates of
issue.
Employment Contracts and Termination of Employment Arrangements
The Company has no employment agreements with any employee at this time.
Compensation Committee Interlocks and Insider Participation
The Company does not have a compensation committee. Matters concerning the
compensation of executive officers are determined by the Board of Directors.
Certain Relationships and Related Transactions
In June 1997, the Company issued warrants to The Sand Dollar Solution to
purchase an aggregate of 73,333,333 shares of common stock in connection with
funding arranged or provided by Sand Dollar. Sand Dollar purchased 5,714,286
shares of common stock upon exercise of part of the warrants, at a price of $.07
per share, for a total purchase price of $400,000.
In 1998, Sand Dollar exercised warrants to purchase a total of 857,142
shares of common stock at $.07 per share, or a total of $60,000.
In 1999, Sand Dollar exercised warrants to purchase a total of 936,507
shares of common stock at $.07 per share, or a total of $65,555.
In January 2000, Sand Dollar exercised warrants to purchase 3,142,857
shares of common stock at $.07 per share, or a total of $220,000. As of April
14, 2000, Sand Dollar continued to hold warrants for the purchase of 62,682,540
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shares at prices ranging from $.07 to $.20 per share. The termination dates of
the warrants have been extended by the Board of Directors through April 2000.
The Company's Chairman and Chief Executive Officer is the general partner of
Sand Dollar.
The shares issued upon exercise of the Sand Dollar warrants were not
registered under the Securities Act of 1933 in reliance upon exemptions from
registration, including those created by the safe harbor provisions of
Regulation D under the Act for offerings made solely to accredited investors.
The shares are "restricted shares" as that term is defined under the Act and the
transfer and sale of the shares is therefore subject to the limitations and
restrictions imposed by the federal and state securities laws applicable to
shares issued in private or non-public sales of securities.
PROPOSAL 2 -- APPROVAL OF INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors has selected Jones Jensen & Co. as the independent
public accountants for the Company for the year ending December 31, 2000. Jones
Jensen & Co. also served in that capacity for the year ended December 31, 1999.
At the Annual Meeting shareholders will be asked to ratify the selection by
the Board of Directors of Jones Jensen & Co. Representatives of the firm may
attend the 2000 Annual Meeting. If they attend, they will have an opportunity to
make a statement if they desire to do so, and they will be available to answer
appropriate questions from shareholders.
THE BOARD RECOMMENDS SHAREHOLDER APPROVAL OF THE SELECTION OF AUDITORS.
SHAREHOLDER PROPOSALS
Proposals of shareholders of the Company that are intended to be presented
by the shareholders at the Company's 2001 annual meeting and that the proposing
shareholders desire to have included in the Company's proxy materials relating
to the meeting must be received by the Company no later than December 20, 2000,
which is 120 calendar days prior to the anniversary of this year's mailing date.
All proposals must be in compliance with applicable laws and regulations in
order to be considered for possible inclusion in the proxy statement and form of
proxy for that meeting.
If a shareholder wishes to present a proposal at the annual meeting in 2001
and the proposal is not intended to be included in the Company's proxy statement
relating to that meeting, then the shareholder must give advance notice to the
Company before the deadline for that meeting. If a shareholder gives notice of
such a proposal after the bylaw deadline, the shareholder will not be permitted
to present the proposal to the shareholders for a vote at the meeting.
Securities and Exchange Commission rules establish a different deadline for
submission of shareholder proposals that are not intended to be included in the
Company's proxy statement with respect to discretionary voting. The deadline for
these proposals for the year 2001 annual meeting is March 6, 2001 (45 calendar
days prior to the anniversary of the mailing date of this proxy statement). If a
shareholder gives notice of such a proposal after this deadline, the Company's
proxy holders will be allowed to use their discretionary voting authority to
vote against the shareholder proposal when and if the proposal is raised at the
Company's year 2001 annual meeting. Because the bylaw deadline above is not
capable of being determined until the Company publicly announces the date for
its next annual meeting, it is possible that the bylaw deadline may occur after
the discretionary vote deadline described above. In that case, a proposal
received after the discretionary vote deadline but before the bylaw deadline
would be eligible to be presented at next year's annual meeting and the
discretionary authority granted by the proxy card to vote against the proposal
at the meeting without including any disclosure of the proposal in the proxy
statement relating to the meeting.
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The Company has not been notified by any shareholder of the shareholder's
intent to present a shareholder proposal from the floor at this year's Annual
Meeting. The enclosed proxy card grants the proxy holders discretionary
authority to vote on any matter properly brought before the Annual Meeting,
including any shareholder proposals received between the date of this proxy
statement and the bylaw deadline for this year's Annual Meeting, which is April
30, 2000.
OTHER MATTERS
As of the date of this Proxy Statement, the Board of Directors of the
Company does not intend to present, and has not been informed that any other
person intends to present, a matter for action at the 2000 Annual Meeting other
than as set forth herein and in the Notice of Annual Meeting. If any other
matter properly comes before the meeting, it is intended that the holders of
proxies will act in accordance with their best judgment.
The accompanying proxy is being solicited on behalf of the Board of
Directors of the Company. In addition to the solicitation of proxies by mail,
certain of the officers and employees of the Company, without extra
compensation, may solicit proxies personally or by telephone, and, if deemed
necessary, third party solicitation agents may be engaged by the Company to
solicit proxies by means of telephone, facsimile or telegram, although no such
third party has been engaged by the Company as of the date hereof. The Company
will also request brokerage houses, nominees, custodians and fiduciaries to
forward soliciting materials to the beneficial owners of common stock held of
record and will reimburse such persons for forwarding such material. The cost of
this solicitation of proxies will be borne by the Company.
ANNUAL REPORT
Copies of the Company's annual report on Form 10-K (including financial
statements and financial statement schedules) filed with the Securities and
Exchange Commission may be obtained without charge by writing to the Company -
attention: Jill Marshall, P.O. Box 742, Stinson Beach, California 94970. A
request for a copy of the Company's Annual Report on Form 10-K must set forth a
good-faith representation that the requesting party was either a holder of
record or a beneficial owner of Common Stock of the Company on April 14, 2000.
Exhibits to the Form 10-K, if any, will be mailed upon similar request and
payment of specified fees to cover the costs of copying and mailing such
materials. These documents have been filed by the Company with the Securities
and Exchange Commission and are posted and may be viewed at the Company's
website: www.medizoneint.com and at the Commission's website: www.sec.gov.
By Order of the Board of Directors
Jill Marshall, Secretary
Stinson Beach, California
April 21, 2000
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PROXY
Medizone International, Inc.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Edwin G. Marshall and Gerard Sunnen and each of
them as Proxies, with full power of substitution, and hereby authorizes them to
represent and vote, as designated below, all shares of common stock of the
Company held of record by the undersigned at the 2000 Annual Meeting of
Shareholders, May 31, 2000 at the Spinnaker Restaurant, 100 Spinnaker Dr.,
Sausalito, California, at 10:00 a.m. or at any adjournment thereof.
1. Election of Directors.
FOR WITHHOLD AS TO ALL FOR ALL EXCEPT
/ / / / / /
(INSTRUCTIONS: IF YOU MARK THE "FOR ALL EXCEPT" CATEGORY ABOVE,
INDICATE THE NOMINEE(S) AS TO WHICH YOU DESIRE TO WITHHOLD AUTHORITY
BY STRIKING A LINE THROUGH SUCH NOMINEE(S) NAME IN THE LIST BELOW:)
Edwin G. Marshall Gerard V. Sunnen, M.D. William Hitt, Ph.D., M.D
Richard Garrett Solomon
2. To approve and ratify the selection of Jones Jensen & Co. as the
Company's independent public accountants for the fiscal year ending
December 31, 2000.
FOR AGAINST ABSTAIN
/ / / / / /
3. In their discretion, the Proxies are authorized to vote upon such
other business as may properly come before the Annual Meeting.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY
THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED
FOR PROPOSALS 1 and 2.
DATE:
-----------------------------------
- ----------------------------------------
Signature
- ----------------------------------------
Signature of joint holder, if any
PLEASE SIGN EXACTLY AS THE SHARES ARE ISSUED. IF YOU HOLD SHARES AS JOINT
TENANTS, BOTH SHOULD SIGN. WHEN SIGNING AS ATTORNEY, EXECUTOR, ADMINISTRATOR,
TRUSTEE OR GUARDIAN, PLEASE GIVE FULL TITLE. IF A CORPORATION, PLEASE SIGN IN
FULL CORPORATE NAME BY PRESIDENT OR OTHER AUTHORIZED OFFICER. IF A PARTNERSHIP,
PLEASE SIGN IN PARTNERSHIP NAME BY AUTHORIZED PERSON. PLEASE DATE, SIGN AND
RETURN THIS PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE.
