<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>
/ / 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 sec.240.14a-11(c) or sec.240.14a-12
</TABLE>
JOHN ADAMS LIFE CORPORATION
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
ALVIN S. MILDER
- --------------------------------------------------------------------------------
(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:
----------------------------------------------------------------------
(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> 2
JOHN ADAMS LIFE CORPORATION
11845 W. OLYMPIC BOULEVARD
LOS ANGELES, CALIFORNIA 90064
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
The Annual Meeting of Shareholders of John Adams Life Corporation (the
"Company") will be held at the Park Hyatt Hotel at Century City, 2151 Avenue of
the Stars, Los Angeles, California, on June 6, 1996, at 11:00 a.m. for the
following purposes:
l. To elect five directors to hold office until the next
annual meeting or until their respective successors
have been elected and qualified;
2. To ratify the Board of Directors' selection of Ernst
& Young LLP as the Company's independent public
accountants for the year ending December 31,1995; and
3. To consider and act upon such other matters as may
properly come before meeting and any adjournment
thereof.
Only shareholders of record at the close of business on April 12,
1996, are entitled to notice of and to vote at the Annual Meeting and any
adjournment thereof.
Whether or not you presently plan to attend the meeting in person,
please date, sign and promptly return the enclosed proxy card. Your giving of
such proxy does not preclude your right to vote in person if you attend the
meeting. A postage prepaid return envelope is enclosed for your convenience in
returning the signed proxy card.
Your early attention to the proxy will be appreciated.
By Order of the Board of Directors
Alvin S. Milder
Secretary
Los Angeles, California
April 30, l996
<PAGE> 3
JOHN ADAMS LIFE CORPORATION
11845 W. OLYMPIC BOULEVARD
LOS ANGELES, CALIFORNIA 90064
PROXY STATEMENT
This Proxy Statement is furnished in connection with the solicitation
by the Board of Directors of John Adams Life Corporation (the "Company") of
proxies, including the enclosed proxy, for use at the Company's Annual Meeting
of Shareholders to be held at the Park Hyatt Hotel, 2151 Avenue of the Stars,
Los Angeles, California, at 11:00 a.m. on June 6, 1996, and at any adjournment
thereof. A shareholder may revoke the proxy at will at any time prior to the
voting of shares by voting in person at the Annual Meeting or, at any time
before the exercise of the proxy, by filing with the Secretary of the Company a
duly executed proxy bearing a later date or an instrument revoking the proxy.
The approximate date on which this Proxy Statement and accompanying
form of proxy is first being sent to shareholders is April 30, l996.
On the matters coming before the Annual Meeting, shares for which
proxies are received will be voted in accordance with choices specified by the
shareholders by means of the ballot on the proxy. If no choice is specified,
the shares will be voted for the election of the five nominees for director
listed in this Proxy Statement and for the other matters set forth in the
accompanying Notice of Annual Meeting. The Board of Directors knows of no
matters to come before the Annual Meeting other than the matters referred to in
this Proxy Statement. If, however, any matters properly come before the
meeting, it is the intention of the persons named in the accompanying proxy to
vote such proxies in accordance with their best judgment thereon.
VOTING
Only shareholders of record at the close of business on April 12,
1996, the record date for the Annual Meeting, are entitled to notice of and to
vote at such meeting. On April 12, 1996, there were outstanding 2,864,700
shares of Common Stock which constituted all of the outstanding voting
securities of the Company. Holders of record, on the record date, are entitled
to one vote for each share held by them. However, with respect to the election
of directors only, each shareholder may cumulate his or her votes with respect
to candidates whose names have been placed in nomination prior to the vote if,
but only if, any shareholder has given notice of his or her intention to
cumulate his or her votes. In the event there is cumulative voting for
directors, each shareholder (i) will have a number of votes equal to the number
of directors to be elected (five) multiplied times the number of shares owned
by that shareholder and (ii) may give all such votes to one nominee or divide
such votes among the various nominees in any manner. The proxy solicited by the
Board of Directors confers discretionary authority on the proxies to cumulate
votes so as to elect the maximum number of nominees. The presence at the Annual
Meeting, in person or by proxy, of the holders of a majority of the outstanding
shares of the Common Stock of the Company is necessary to constitute a quorum
for the transaction of business.
2
<PAGE> 4
PROPOSAL NO. 1
ELECTION OF DIRECTORS
Five directors are to be elected to hold office until the next Annual
Meeting or until their successors are elected and qualified.
It is the intention of the persons named in the enclosed proxy, unless
otherwise specifically instructed, to vote the proxies received by them for the
election of the nominees listed in the table below as directors of the Company.
In the event that there should be cumulative voting in the election of
directors, as set forth in this Proxy Statement under "Voting" above, it is the
intention of such persons to distribute the votes represented by each proxy
among such nominees in such proportion as they see fit, unless otherwise
specifically instructed. Directors will be elected by a plurality of the
holders of common stock entitled to vote at the Annual Meeting and present in
person or by proxy.
All nominees have consented to being named herein and have indicated
their intention to serve if elected. If any nominee named below becomes
unavailable for any reason or if any vacancy on the Company's Board of
Directors should occur before the election, the shares represented by any proxy
voting for that nominee will be voted for the person, if any, as may be
designated by the Board of Directors to replace that nominee or to fill that
vacancy on the Board. The Board has no reason to believe that any nominee will
be unavailable or that any vacancy on the Board of Directors will occur. A
director of the Company holds office until the next Annual Meeting of
shareholders, or until his successor is elected and qualified. The nominees
for director listed below were designated by the Board of Directors of the
Company. The information with respect to each nominee is as supplied or
confirmed by such nominee.
The nominees for the Board of Directors, as set forth below, are all
presently directors of the Company.
<TABLE>
<CAPTION>
NAME AGE POSITION DIRECTOR SINCE
<S> <C> <C> <C>
Benjamin A. DeMotto 63 Chairman of the Board of Directors, 1976
Chief Executive Officer, President and a
Director of the Company
Nicholas Del Sesto 64 Executive Vice President and a Director 1985
of the Company
Alvin S. Milder 63 Vice President, General Counsel, Secretary 1984
and a Director of the Company
Robert E. Adams 65 Director of the Company 1994
L.E. Chenault 76 Director of the Company 1993
</TABLE>
Benjamin A. DeMotto, Chairman of the Board of Directors, Chief
Executive Officer, and President of the Company, has served in those capacities
since January 1976. He is also Chief Executive Officer of Firingline
Corporation. Mr. DeMotto has more than 35 years of experience in all phases of
the life insurance business.
3
<PAGE> 5
Nicholas Del Sesto is the Executive Vice President of the Company and
President of Firingline Corporation, positions he has held for more than five
years. Mr. Del Sesto received his CLU designation in 1972 and has more than 35
years of experience in the life insurance business, primarily in the area of
marketing.
Alvin S. Milder is Vice President, General Counsel and Secretary of
the Company and President of John Adams Life Insurance Company of America
(since 1984). Mr. Milder has practiced law in California for more than 30
years.
Robert E. Adams is a director of the Company and of John Adams Life
Insurance Company of America. Mr. Adams was President and Chief Executive
Officer of Frankona America Life Reassurance Company from June 1983 until his
retirement in April 1994. Mr. Adams has over 35 years of experience in the
life insurance business.
L. E. Chenault is a director of the Company and of John Adams Life
Insurance Company of America. Mr. Chenault has been a private investor for
over five years and has broad business experience, primarily in the broadcast
industry.
SECURITY INTERESTS OF CERTAIN OWNERS AND MANAGEMENT
The following table sets forth information available to the Company as
of April 10, 1996, as to all shares of the Common Stock owned by (i) the
persons known to the Company to be the beneficial owners of more than five
percent of the Common Stock, (ii) directors and persons nominated to be
directors of the Company, and (iii) all officers and directors of the Company
as a group. The Company has only one outstanding class of equity securities,
its Common Stock.
<TABLE>
<CAPTION>
Amount and
Nature of
Name of Beneficial Beneficial Percentage
Owners Ownership(1) Ownership(2)
- ------------------- ------------ ------------
<S> <C> <C>
Benjamin A. DeMotto (3) 1,530,000(4)(5) 50.8%
11845 W. Olympic Boulevard
Suite 905
Los Angeles, California 90064
Nicholas Del Sesto (3) 501,000 17.5%
11845 W. Olympic Boulevard
Suite 905
Los Angeles, California 90064
Roger Adams and Joanne Evans Adams 150,000 5.2%
Co-Trustees of the Roger Adams and
Joanne Adams Living Trust
96 W. Fremont Place
Los Angeles, California 90005
Patrick W. Hopper 244,843 8.5%
350 E. Desert Inn C201
Las Vegas, Nevada 89109
</TABLE>
4
<PAGE> 6
<TABLE>
<S> <C> <C>
Alvin S. Milder (3) 60,000(6) 2.1%
11845 W. Olympic Boulevard
Suite 905
Los Angeles, California 90064
Robert E. Adams (3) 15,000(7) *
2 Wolcott Lane
Old Lyme, Connecticut 06371
L.E. Chenault (3) 30,000(8) 1.0%
17642 Sumiya Dr.
Encino, California 91316
All officers, nominees, and directors of
the Company and its subsidiaries
as a group (5 persons) 2,136,000(9) 68.8%
</TABLE>
- -------------
* Less than 1% of the class.
(1) Except as otherwise indicated in notes to the table, and subject to
applicable community property laws and similar statutes, the persons
listed as beneficial owners of shares have, to the best of the
Company's knowledge, sole voting and investment power with respect to
the shares.
(2) Percentages are stated to include exercisable stock options accounted
for in the column listing Beneficial Ownership for those persons
holding exercisable stock options.
(3) Director of the Company.
(4) Includes 250,000 shares of restricted shares as to which Mr. DeMotto
has no investment power and which were issued pursuant to his
employment agreement with the Company.
(5) Includes options to purchase 150,000 shares, which are currently
exercisable.
(6) Includes 3,000 shares owned by a retirement trust of which Mr. Milder
is sole trustee and options to purchase 55,000 shares, which are
currently exercisable.
(7) Includes options to purchase 15,000 shares, which are currently
exercisable.
(8) Includes options to purchase 20,000 shares, which are currently
exercisable.
(9) Includes options to purchase 240,000 shares, which are currently
exercisable.
INFORMATION REGARDING THE BOARD OF DIRECTORS
AND ITS COMMITTEES
The standing committees of the Board of Directors include the Audit
Committee, the Compensation Committee and the Incentive Stock Option Committee.
The Board of Directors does not have a nominating committee; this function is
handled by the Executive Committee.
AUDIT COMMITTEE. The Board of Directors has delegated certain of its
authority to an Audit Committee. This Committee makes recommendations to the
Board of Directors concerning the selection of the Company's independent
accountants, discusses with such accountants their plans for the annual audits
of the Company and its subsidiaries and approves such plans, reviews with
management the fees to be charged by the independent accountants, reviews with
the independent accountants and with management the scope and results of the
accountants' reports, and reviews and monitors the implementation of
suggestions made by the independent accountants. The Audit Committee is
currently comprised of Messrs. Adams, Chenault and DeMotto. The Audit
Committee had one meeting during the fiscal year ended December 31, 1995.
COMPENSATION COMMITTEE. The Compensation Committee makes
recommendations to the Board of Directors with respect to the compensation and
benefits to be paid to certain officers. The
5
<PAGE> 7
current members of this committee are Messrs. Adams and Chenault. The members
of the Compensation Committee held one meeting during the fiscal year that
ended December 31, 1995.
EXECUTIVE COMMITTEE. The functions of a nominating committee are
handled by the Company's Executive Committee. Except for certain powers which,
under California law and under the Company's Bylaws may be exercised by only
the full Board of Directors, the Executive Committee may exercise all powers
and authority of the Board of Directors in the management of the business of
the Company. The Committee, currently comprised of Messrs. DelSesto, DeMotto
and Milder, communicated frequently and held one meeting during the fiscal year
ended December 31, 1995. This Committee recommends nominees for election to
the Board of Directors and other Committees of the Board. The Committee will
consider a nominee for election to the Board recommended by a shareholder if
the shareholder submits the nomination to the Company. Any such nomination
must be sent as set forth below in this Proxy Statement under "Shareholder
Proposals." The request must include all information relating to the proposed
nominee required by law to be disclosed in solicitations of proxies for
election of directors.
STOCK OPTION COMMITTEE. The Board of Directors has delegated certain
of its authority to a Stock Option Committee, which is responsible for the
granting of options under the Company's 1990 Stock Option Plan. The Committee,
currently comprised of Messrs. Adams and Chenault, held one meeting during the
fiscal year ended December 31, 1995.
DIRECTORS MEETINGS. The Board of Directors communicated frequently
during the fiscal year ended December 31, 1995, and held five formal meetings.
Mr. Adams was unable to attend two of the five meetings of the Board held in
1995; he attended both meetings of the committees on which he served in 1995.
All other directors attended at least 75% of the aggregate of (1) the total
number of meetings of the Board of Directors held during the period; and (2)
the total number of meetings held by all committees of the Board on which he
served during the period.
COMPLIANCE WITH SECTION 16 (a) OF THE SECURITIES EXCHANGE ACT
Section 16 (a) of the Securities Exchange Act of 1934 requires that
the Company's directors and executive officers and persons who own more than
ten percent of the Company's Common Stock file with the Securities and Exchange
Commission initial reports of ownership and reports of changes in their
ownership of the Company's Common Stock. Executive officers, directors and
greater than ten-percent shareholders are required by SEC regulations to
furnish the Company with copies of all Section 16 (a) forms they file. Based
upon review of the copies of such reports furnished to the Company and written
representations that no other reports were required, the Company believes that
its officers, directors, and greater than ten-percent beneficial owners were in
compliance with all applicable Section 16 (a) filing requirements; except
that, at the date of this proxy statement, the Company has not received any
Section 16(a) forms from Carl Bray since his employment with the Company and
term as director terminated in June 1995.
EXECUTIVE COMPENSATION
The Securities and Exchange Commission has promulgated new rules
significantly revising the disclosure requirements regarding executive
compensation. The following table and notes set forth information regarding
compensation paid or accrued for services rendered in all capacities to the
Company by executives of the Company whose total annual salary and bonus
exceeded $100,000 for the fiscal year ended December 31, 1995.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM
NAME AND COMPENSATION
PRINCIPAL OTHER ANNUAL AWARDS
POSITION YEAR SALARY($) COMPENSATION($)(1) OPTIONS/SARs(#)
- -------- ---- --------- ------------------ ---------------
<S> <C> <C> <C> <C>
Benjamin A. DeMotto 1995 229,431 2,459
Chief Executive 1994 194,105 2,884 150,000
Officer 1993 176,830 4,595
</TABLE>
6
<PAGE> 8
(1) These amounts represent commissions paid to Mr. DeMotto in accordance
with the Company's regular commission schedule on policies purchased
by him or his immediate family.
(2) At December 31, 1995, Mr. DeMotto held 250,000 shares of restricted
stock having a value of $140,750 based on a $.563 per share bid price
as reported on the OTC Bulletin Board on December 31, 1995. These
restricted shares were awarded to Mr. De Motto in 1991. Dividends are
paid on all restricted stock to the same extent as any other shares of
the Company's common stock. The Company has not paid any dividends on
its common stock. In 1994, Mr. De Motto was granted options to
purchase 150,000 share of the Company's common stock under the terms of
his employment agreement (see "Employment Contracts").
Employment Contracts
The Company entered into an employment agreement with its Chief
Executive Officer, Benjamin A. DeMotto, in 1994 upon the expiration of his 1991
employment agreement. The new agreement, which became effective July 1, 1994,
is for a five-year term. The agreement provides for a base compensation of
$210,000 per year and for incentive compensation based upon the attainment of
goals. The 1994 employment agreement also provides for a grant of options to
Mr. De Motto on July 1, 1994, for 150,000 shares of the Company's common stock.
The agreement may be terminated for cause by the Company, and by Mr. De Motto
in the event of a material breach of the agreement by the Company or in the
event of a merger or transfer of substantially all of the assets of the
Company. In the event of a change of control, the agreement remains binding on
the Company and any successor. During the 1991 fiscal year, Mr. DeMotto was
granted 250,000 shares of the Company's common stock under the terms of his
1991 employment agreement; these shares are restricted stock and will not vest
until July 1, 1996, except for earlier vesting of the restricted stock on a pro
rata basis in the event of the death or disability of Mr. DeMotto or his
termination for cause. If the agreement is terminated by Mr. DeMotto because
of the Company's material breach, all of the restricted stock will vest as of
the date of such termination.
Compensation of Directors
The directors who are not officers or employees of the Company are
currently compensated for services as directors at the rate of $500 for each
meeting of the Board of Directors attended. In addition, in 1990 the Company
established a Non-Employee Director Stock Option Plan. Pursuant to such plan,
non-employee directors receive options of 10,000 shares of the Company's common
stock at the time of his or her initial election or appointment to the Board
and additional options of 5,000 shares of the Company's common stock each time
he or she is re-elected as a non-employee member of the Board. During 1995,
the Company made no other payments to directors with respect to participation
on the Board or Board committees.
CERTAIN TRANSACTIONS
The Company's officers, directors and key employees have in the past
and may in the future purchase insurance policies issued by the Company in the
normal course of its business. Those officers of the Company who are duly
licensed agents are paid commissions in accordance with the Company's regular
commission schedule on policies purchased by such officers and members of their
immediate families (see "Executive Compensation").
PROPOSAL NO. 2
RATIFICATION OF THE APPOINTMENT OF INDEPENDENT ACCOUNTANTS
The Board of Directors, subject to ratification by the shareholders,
has appointed Ernst & Young LLP as the Company's independent accountants for
the fiscal year ending December 31, 1995. The persons named in the accompanying
form of proxy intend to vote proxies in such form to ratify the appointment.
If the appointment is not ratified, or if Ernst & Young LLP declines to act or
becomes incapable of action, or if its employment is discontinued, the Board
will appoint public accountants whose continued employment after the next
Annual Meeting of Shareholders shall be subject to ratification by
shareholders. Representatives of Ernst & Young LLP are expected to be available
at the Annual Meeting
7
<PAGE> 9
and will have an opportunity to make a statement, if they so desire, and to
respond to appropriate questions raised.
SHAREHOLDER PROPOSALS FOR 1997 ANNUAL MEETING
Shareholders who wish to have their proposals considered for inclusion in the
Company's Proxy Statement for the 1997 Annual Meeting should deliver such
proposals in writing to the Company at 11845 W. Olympic Boulevard, Suite 905,
Los Angeles, California 90064, Attention: Secretary. Such proposals must be
received by the Company at the foregoing address no later than March 1, 1997,
to be considered for inclusion in the Company's Proxy Statement and form of
proxy relating to that Meeting.
EXPENSES OF SOLICITATION
The expense of printing and mailing proxy material will be borne by the
Company. In addition to the solicitation of proxies by mail, solicitation may
be made by certain directors, officers and other employees of the Company by
personal interview, telephone, telefax or other types of communication. No
additional compensation will be paid for such solicitation. Copies of
solicitation material will be furnished to brokerage houses, fiduciaries and
custodians to forward to beneficial owners of Common Stock held in their names.
The Company will reimburse such persons for their reasonable expenses in
forwarding solicitation material to such beneficial owners.
AVAILABILITY OF ANNUAL REPORT ON FORM 10-KSB
THE COMPANY WILL FURNISH WITHOUT CHARGE TO SHAREHOLDERS A COPY OF THE COMPANY'S
ANNUAL REPORT ON FORM 10-KSB FOR THE FISCAL YEAR ENDED DECEMBER 31, 1995, AS
FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. REQUESTS MUST BE IN WRITING
AND SHOULD BE ADDRESSED TO THE COMPANY AT 11845 W. OLYMPIC BOULEVARD, SUITE
905, LOS ANGELES, CALIFORNIA 90064, ATTENTION: SECRETARY.
OTHER MATTERS
The Board of Directors is not aware of any other matter that may be presented
for action at the Annual Meeting, other than the matters set forth herein. In
the event any other matter requiring a vote of the shareholders should arise,
it is intended that the proxy holders, given discretionary authority in the
proxies, will vote the proxies in a manner which they deem, in their judgment,
to be in the best interests of the Company.
You are urged to vote the accompanying proxy and sign, date and return it in
the enclosed envelope at your earliest convenience, whether or not you
presently plan to attend the meeting in person.
By Order of the Board of Directors
Alvin S. Milder
Secretary
Los Angeles, California
April 30, 1996
8
<PAGE> 10
PROXY JOHN ADAMS LIFE CORPORATION
11845 W. Olympic Boulevard
Los Angeles, California 90064
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Benjamin A. DeMotto, Nicholas Del
Sesto and Alvin S. Milder as Proxies, each with the power to appoint his
substitute, and hereby authorizes them to represent and to vote, as designated
below, all the shares of common stock of John Adams Life Corporation which the
undersigned is entitled to vote at the annual meeting of shareholders to be
held on June 6, 1996, or any adjournment thereof.
1. ELECTION OF DIRECTORS
[ ] FOR all nominees listed below [ ] WITHHOLD AUTHORITY to vote
(except as marked to the for all nominees listed
contrary below) below
Robert E. Adams, L.E. Chenault, Nicholas Del Sesto,
Benjamin A. DeMotto, Alvin S. Milder
(INSTRUCTIONS: To withhold authority to vote for any individual nominee
write that nominee's name on the space provided bleow.)
-----------------------------------------------------------------------
2. TO RATIFY THE BOARD OF DIRECTORS' SELECTION OF ERNST & YOUNG LLP as the
independent public accountants of the Company.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
(Continued, and to be signed and dated, on the other side)
- -------------------------------------------------------------------------------
3. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED STOCKHOLDER.
IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR ALL NOMINEES FOR
DIRECTOR AND FOR THE ABOVE PROPOSALS.
Dated: ______________________, 1996
___________________________________
Signature
___________________________________
Signature, if held jointly
Please sign exactly as name appears
below. When Shares are held by joint
tenants, both should sign. When
signing as attorney, as executor,
administrator, trustee or guardian,
please give full title as such. If a
corporation, please sign in full
corporate name by President or other
authorized officer. If a partnership,
please sign in parternship name by
authorized person.
PLEASE MARK, SIGN, DATE AND
RETURN THE PROXY CARD PROMPTLY
USING THE ENCLOSED ENVELOPE.
