<PAGE>
SCHEDULE 14A
Information Required in Proxy Statement
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant [x]
File by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[x] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss.240.14a-11(c) or ss.240.14a-12
American Claims Evaluation, 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] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
<PAGE>
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>
AMERICAN CLAIMS EVALUATION, INC.
One Jericho Plaza
Jericho, New York 11753
Notice of Annual Meeting of Shareholders
To be Held on October 12, 1999
--------------------------------
To the Shareholders of American Claims Evaluation, Inc.:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of
American Claims Evaluation, Inc., a New York corporation (the "Company"), will
be held at 10:00 a.m. (New York time) on Tuesday, October 12, 1999 at the
offices of Hartman & Craven LLP, 460 Park Avenue, Suite 1100, New York, New York
10022, to consider and act upon the following matters:
(1) To elect three directors to serve for the ensuing year;
(2) To transact such other business as may properly come before
the meeting or any adjournment thereof.
Only shareholders of record at the close of business on August 31, 1999
will be entitled to notice of, and to vote at, the meeting or any adjournment
thereof.
YOUR VOTE IS IMPORTANT REGARDLESS OF THE NUMBER OF SHARES YOU OWN. WHETHER OR
NOT YOU PLAN TO ATTEND THE ANNUAL MEETING, THE BOARD OF DIRECTORS URGES YOU TO
SIGN, DATE AND RETURN THE ENCLOSED PROXY CARD AS SOON AS POSSIBLE IN THE
ENCLOSED ENVELOPE.
By Order of the Board of Directors,
Gary J. Knauer
Secretary
Jericho, New York
Dated: September 1, 1999
<PAGE>
AMERICAN CLAIMS EVALUATION, INC.
One Jericho Plaza
Jericho, New York 11753
-------------------------
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
October 12, 1999
-------------------------
General
This Proxy Statement and the accompanying Proxy Card are being
furnished in connection with the solicitation by the Board of Directors of
American Claims Evaluation, Inc. (the "Company") of proxies to be voted on at
the Annual Meeting of Shareholders to be held at 10:00 a.m. (New York time) on
Tuesday, October 12, 1999 at the offices of Hartman & Craven LLP, 460 Park
Avenue, Suite 1100, New York, New York 10022 and at any adjournments thereof,
with respect to the matters referred to in the accompanying notice. This Proxy
Statement and accompanying materials is first being mailed to shareholders on or
about September 1, 1999.
The Company's common shares, par value $.01 per share ("Shares"), are
the only outstanding class of voting securities. Holders of record at the close
of business on August 31, 1999 are entitled to notice of, and to vote at, the
Annual Meeting and any adjournment thereof. At the close of business on August
31, 1999, there were issued and outstanding 4,273,500 Shares, each entitled to
cast one vote per Share. The holders of a majority of the issued and outstanding
Shares entitled to vote shall constitute a quorum at the meeting for the
transaction of business. The election of directors, as described in the
accompanying notice, requires the vote of a plurality of votes cast at the
meeting. For purposes of determining whether proposals have received a majority
vote, abstentions will not be included in the vote totals and, in instances
where brokers are prohibited from exercising discretionary authority for
beneficial owners who have not returned a proxy ("broker non-votes"), those
votes will not be included in the vote totals. Therefore, abstentions and broker
non-votes will be counted in the determination of a quorum and will have no
effect on the vote for the election of Directors. Because of the percentage of
beneficial ownership of Shares held by directors and management, election of the
directors nominated and referred to in the accompanying notice is assured.
Revocability of Proxies
The attendance of a shareholder at the Annual Meeting will not
automatically revoke such shareholder's proxy. However, a shareholder may revoke
a proxy at any time prior to its exercise by (1) delivering to the Secretary of
the Company a written notice of revocation prior to the Annual
<PAGE>
Meeting, (2) delivering to the Secretary of the Company before the Annual
Meeting a duly executed proxy bearing a later date, or (3) attending the Annual
Meeting, filing a written notice of revocation with the secretary of the
meeting, and voting in person.
Solicitation of Proxies
In addition to solicitation by mail, directors, officers and employees
of the Company may solicit proxies for the Annual Meeting from the shareholders
of the Company personally or by telephone or telegram without additional
remuneration therefor, but at the Company's cost for all out-of-pocket expenses.
The Company will also provide persons, firms, banks and corporations holding
Shares in their names or in the names of nominees, which in either case are
beneficially owned by others, proxy material for transmittal to such beneficial
owners.
SHARE OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding the
current beneficial ownership of the Company's Shares as of August 24, 1999 by
(i) each person known by the Company to beneficially own 5% or more of such
Shares, (ii) each director, nominee for director of the Company, and each named
executive officer of the Company, and (iii) all directors and executive officers
of the Company as a group. The percentages have been calculated by taking into
account all Shares owned on the record date as well as all such Shares with
respect to which such person has the right to acquire beneficial ownership at
such date or within 60 days thereafter. Except as otherwise indicated, all
persons listed below have sole voting and sole investment power with respect to
all Shares shown as beneficially owned by them.
<TABLE>
<CAPTION>
Amount and Nature
Name and Address of Beneficial Percent of Voting
of Beneficial Owner Ownership Securities (1)
- ------------------- ----------------- ------------------
<S> <C> <C>
Gary Gelman (2) 2,696,400 (3)(4) 57.7%
Peter Gutmann (2) 80,000 (3)(4) 1.9%
Edward M. Elkin, M.D. (2) 60,200 (4) 1.4%
D.H. Blair Investment Banking Corp. 423,824 (5) 8.8%
44 Wall Street
New York, NY
All directors and executive
officers as a group
(four persons) 2,893,100 (4) 60.2%
</TABLE>
(footnotes next page)
2
<PAGE>
(1) Based on a total of 4,273,500 Shares issued and outstanding as of
August 24,1999. In addition, 530,500 Shares which directors and
executive officers described in the table have the right to
acquire within 60 days of such date pursuant to the exercise of
options granted under the Company's stock option plans are
included since these are deemed outstanding for the purpose of
computing the percentage of Shares owned by such persons in
accordance with the provisions of Rule 13d-3(d)(1)(i) promulgated
under the Securities Exchange Act of 1934, as amended.
(2) Address is c/o the Company, One Jericho Plaza, Jericho, N.Y.
11753.
(3) Includes 10,000 Shares and 4,000 Shares owned, respectively, by
the wives of Messrs. Gelman and Gutmann, as to which beneficial
ownership is disclaimed by the respective reporting person.
(4) Includes the presently exercisable portions of outstanding stock
options (aggregating 530,500 Shares) which, in the case of Messrs.
Gelman, Gutmann and Elkin are 400,000, 34,000 and 40,000,
respectively, and in the case of an executive officer is 56,500
Shares.
(5) These Shares are owned of record by D.H. Blair Investment Banking
Corp. ("Blair Investment") (385,824 Shares), by Mr. J. Morton
Davis' wife (16,200 Shares) and by Rivkalex Corporation, a private
corporation controlled by Mr. Davis' wife (21,800 Shares). Mr. J.
Morton Davis, the sole shareholder of Blair Investment, has
reported Blair Investment's Shares as being beneficially owned by
himself but has disclaimed ownership of the 21,800 Shares and
16,200 Shares described in this table owned by Rivkalex
Corporation and by Mr. Davis' wife, respectively.
PROPOSAL ONE
ELECTION OF DIRECTORS
Three directors are to be elected at the Annual Meeting to hold office
until the next Annual Meeting of Shareholders and until their respective
successors have been elected and qualified or until their prior death,
resignation or removal. The by-laws provide that the Board of Directors shall
consist of no less than three and no more than seven members, with the actual
number to be established by resolution of the Board of Directors. The current
Board of Directors has by resolution established the number of directors at
three.
Should any nominee be unable to accept election, shareholders will vote
for the election of such other person to the office of director as management
may recommend in place of such nominee; however, management knows of no reason
to anticipate that this will occur. Unless a proxy specifies that it is not to
be voted in favor of a nominee for director, it is intended that Shares
represented by the proxy will be voted in favor of the nominees listed below. In
the event that any nominee shall be unable to serve, it is intended that the
proxies will be voted for the nominees designated by the Board of Directors. The
Company believes that all nominees will be able to serve.
3
<PAGE>
The following table sets forth certain information with respect to each
nominee for election as a director. There are no arrangements or understandings
between the Company and any director or nominee pursuant to which such person
was elected or nominated to be a director of the Company. Each nominee is
currently serving as a director of the Company. For information with respect to
security ownership of directors, see "Share Ownership of Certain Beneficial
Owners and Management."
Nominee Age Position(s) with Company
------- --- ------------------------
Gary Gelman 51 Chairman of the Board,
President and Chief
Executive Officer
Edward M. Elkin, M.D. 59 Director
Peter Gutmann 69 Director
Nominees for Election as Directors
Gary Gelman, the founder of the Company, has been Chairman of the Board
since July 1, 1985, and President, Chief Executive Officer and a director since
inception. Mr. Gelman served as Treasurer from inception to October 1991. Since
1973, Mr. Gelman has also been Chief Executive Officer of American Para
Professional Systems, Inc., a privately held entity which provides nurses who
perform physical examinations of applicants for life and/or health insurance for
insurance companies. He received a B.A. Degree from Queens College. Since March
1996, Mr. Gelman has been Chairman of the Board of Directors of Misonix, Inc., a
publicly traded company engaged in the design, development and manufacturing of
ultrasonic devices including medical instruments.
Edward M. Elkin, M.D. has been a director of the Company since July 1,
1985. For more than the past five years, Dr. Elkin has been performing services
relating to utilization review and quality assurance in hospitals for the New
York State Department of Health. He is certified by the American Board of
Pediatrics and the American Board of Quality Assurance and Utilization Review
Physicians. He received his B.A. Degree from Harvard College and his M.D. Degree
from New York University School of Medicine.
Peter Gutmann has been a director of the Company since July 1, 1985.
For more than the past twenty years, he has been a Professor of Economics and
Finance at Baruch College, City University of New York and was Chairman of the
Economics and Finance Department from 1971 to 1977. He received a B.A. Degree
from Williams College, a B.S. Degree from Massachusetts Institute of Technology,
an M.A. Degree from Columbia University and a Ph.D. Degree from Harvard
University.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" THE APPROVAL OF ALL
THREE NOMINEES FOR ELECTION AS DIRECTORS LISTED ABOVE.
4
<PAGE>
Meetings and Committees of the Board
The Board of Directors held three meetings during the fiscal year
commencing April 1, 1998 and ending March 31, 1999 ("Recent Fiscal Year"). All
of the nominees were members of the Board of Directors during the Recent Fiscal
Year and attended those meetings.
The Audit Committee of the Board of Directors, consisting of Messrs.
Gutmann and Elkin, held one meeting during the Recent Fiscal Year, which meeting
was attended by both members. The Audit Committee has responsibility to
ascertain that the Company's financial statements reflect fairly the financial
condition and operating results of the Company and to appraise the soundness,
adequacy and application of accounting and operating controls. The Audit
Committee recommends independent auditors to the Board, reviews the scope of the
audit functions of the independent auditors and reviews audit reports rendered
by the independent auditors.
The Company has no Compensation Committee, Nominating Committee or
committees performing similar functions.
Section 16(a) Beneficial Ownership Reporting Compliance
Under Federal securities laws, the Company's directors, its executive
officers and any person holding more than 10% of the Company's Shares are
required to report their ownership of the Company's Shares and any changes in
that ownership to the Securities and Exchange Commission ("SEC") on the SEC's
Forms 3, 4 and 5. Based on its review of the copies of such forms it has
received, the Company believes that all of its officers, directors and greater
than 10% beneficial owners complied with all filing requirements applicable to
them with respect to transactions during the Recent Fiscal Year.
EXECUTIVE OFFICERS OF THE COMPANY
The executive officers of the Company are as follows:
Name Age Position(s) with Company
---- --- ------------------------
Gary Gelman 51 Chairman of the Board,
President and Chief
Executive Officer
Gary J. Knauer 40 Chief Financial Officer,
Treasurer and Secretary
For a description of Mr. Gelman's business experience, see "Election of
Directors-Nominees for Election as Directors."
Gary J. Knauer joined the Company as its Controller in July 1991 and
has served as Chief Financial Officer and Treasurer since October 1991 and as
Secretary since March 1993. Prior to joining the Company, Mr. Knauer was
employed from October 1984 to June 1991 by the accounting firm of KPMG Peat
Marwick LLP. He is a Certified Public Accountant and holds a B.S. Degree
5
<PAGE>
from the State University of New York at Binghamton. Since February 1994, Mr.
Knauer also serves as Chief Financial Officer of American Para Professional
Systems, Inc.
Each of the Company's executive officers is to serve until the next Annual
Meeting of Shareholders or until his earlier resignation or removal.
EXECUTIVE COMPENSATION AND OTHER INFORMATION
The following table sets forth all plan and non-plan compensation
awarded to, earned or paid to Gary Gelman, the Company's Chief Executive Officer
for each of the Company's last three fiscal years. No other executive officer
had total annual salary and bonus which exceeded $100,000 during the Company's
fiscal year ended March 31, 1999.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Long Term
Compensation
Annual Compensation Awards
Securities
Name and Other Annual Underlying All Other
Principal Fiscal Salary Bonus Compensation Options/SARs Compensation
Position Year ($) ($) ($) (1) (#) ($)
---------- ------ -------- ------ ------------- ------------- ------------
<S> <C> <C> <C> <C> <C> <C>
Gary Gelman 1999 $244,311 - - - -
Chairman, 1998 278,498 - - 300,000 -
President 1997 397,772 - - - -
and CEO
</TABLE>
(1) The aggregate amount of all perquisites and other personal benefits
paid to the Chief Executive Officer is not greater than either
$50,000 or 10% of the total annual salary and bonus reported.
Compensation Plans
The following describes plans adopted by the Company pursuant to which
cash or non-cash compensation was paid or distributed during the years ended
March 31, 1999, 1998 or 1997, or pursuant to which such compensation may be
distributed in the future, to the Chief Executive Officer.
401(k) Profit Sharing Plan
The Company sponsors a profit sharing plan covering all employees with
one or more years of service. The plan is qualified under Section 401(k) of the
Internal Revenue Code of 1986, as
6
<PAGE>
amended. Such plan requires the Company to match participants' contributions to
the extent of 10% of such eligible contributions. Under the terms of the Plan,
there is a vesting requirement with respect to Company contributions, but
employees will be fully vested in their own salary deferral contributions.
Officers are eligible to participate in the plan in the same manner as are all
other employees.
Stock Option Plans
In July 1985, the Company's Board of Directors adopted the 1985 Stock
Option Plan (the "1985 Plan"). The 1985 Plan has expired, except as to options
outstanding, and no additional options may be granted thereunder. The 1985 Plan
provided for the issuance of up to 400,000 Shares to all full-time employees and
directors of the Company. Incentive stock options were granted at the fair
market value of the Company's Shares at the date of grant. The option terms were
determined by the Board of Directors, but no options were granted with a term of
more than ten years. The options are not transferable, not exercisable while any
previously granted incentive stock options under the 1985 Plan are outstanding,
and are exercisable only while the optionee is associated with the Company and
for three months thereafter, with certain exceptions.
In March 1991, the Board of Directors adopted the Company's 1991 Stock
Option Plan (the "1991 Plan") and in October 1991, the shareholders of the
Company ratified, approved and adopted the 1991 Plan. Under the 1991 Plan, a
total of 400,000 Shares are reserved for issuance to employees, including
directors and officers who may not be salaried employees ("Eligible
Participants"). The 1991 Plan provides that the number of Shares subject thereto
and the outstanding options and their exercise prices, are to be appropriately
adjusted for mergers, consolidations, recapitalizations, stock dividends, stock
splits or combinations of shares. Shares allocated to options and stock
appreciation rights which have terminated for reasons other than the exercise
thereof may be reallocated to other options and/or stock appreciation rights.
Both incentive and nonstatutory stock options may be granted under the
1991 Plan to eligible participants, at a price to be determined by the option
committee, provided, however, that incentive stock options must be granted at an
exercise price not less than the fair market value of the Shares on the date of
the grant. Such exercise price may be payable in cash or, with the approval of
the committee which administers the 1991 Plan, by a combination of cash or
Shares. Shares received upon exercise of options granted under the 1991 Plan
will be subject to certain restrictions on sale or transfer. The term of any
option may not exceed ten years from the date of grant. Conditions of the
exercise of options, which must be consistent with the terms of the 1991 Plan,
are fixed by a committee appointed by the Board of Directors, consisting of not
less than two nor more than five persons. The current committee consists of
Messrs. Gelman, Gutmann and Elkin.
Optionees under the 1991 Plan with incentive options may exercise up to
25 percent of such option granted for each year of service to the Company after
the date of grant of the option, but the committee may accelerate the schedule
of the time or times when an option may be exercised, provided that the fair
market value of the securities subject to an incentive option may not exceed
$100,000 at the first time such options become exercisable. The exercise times
of non-statutory stock options granted under the 1991 Plan are as fixed by the
committee.
7
<PAGE>
The 1991 Plan also provides for stock appreciation rights, pursuant to
which the optionee may surrender to the Company all or any part of an
unexercised option and receive from the Company in exchange therefor Shares
having an aggregate market value equal to the dollar amount obtained by
multiplying the number of Shares subject to the surrendered options by the
amount by which the market value per share at the time of such surrender exceeds
the exercise price per share of the related option. The Company's obligation
arising from an exercise of stock appreciation rights may also be settled by the
payment of cash, or a combination of cash and Shares. The Board of Directors may
at any time terminate or from time to time amend or alter the 1991 Plan.
On May 7, 1997, the Board of Directors adopted the 1997 Incentive Stock
Option Plan (the "1997 Plan") covering 750,000 Shares. The shareholders of the
Company ratified and approved the 1997 Plan in September 1997. Under the 1997
Plan, either incentive stock options or nonstatutory options may be granted as
an incentive to key employees (including directors and officers who are key
employees), non-employee directors, independent contractors and consultants of
the Company and to offer additional inducement in obtaining the services of such
individuals.
The exercise price of the Shares under each option shall be determined
by a fixed committee appointed by the Board of Directors; provided, however,
that the exercise price shall not be less than the fair market value (as defined
in the 1997 Plan) of the Shares subject to such option on the date of the grant.
The term of each option pursuant to the Plan shall be such term as established
by the committee appointed by the Board of Directors, in its sole discretion,
provided that it shall be for a period not exceeding ten years from the date of
the grant.
During July 1999, the Board of Directors granted options to purchase 25,000
Shares under the 1997 Plan at an exercise price of $2.50 to an executive officer
of the Company.
No grants of stock options or stock appreciation rights were made during Fiscal
1999 to the Named Executive Officer.
8
<PAGE>
Aggregated Option/SAR Exercises in Last Fiscal Year
and FY-End Option/SAR Values
The following table summarizes the number and dollar value of
unexercised stock options at March 31, 1999 for the Named Executive Officer:
<TABLE>
<CAPTION>
Number of
Securities Value of
Underlying Unexercised
Unexercised In-the-Money
Options/SARs Options/SARs
at FY-End (#) at FY-End ($)(1)
Value
Shares Acquired Realized Exercisable/ Exercisable/
Name on Exercise (#) ($) Unexercisable Unexercisable
- ---- --------------- ----------- ------------- -------------
<S> <C> <C> <C> <C>
Gary Gelman - - 400,000/0 $150,000/$0
Chairman,
President
and CEO
</TABLE>
(1) The closing price of the Company's Shares on March 31, 1999 as
reported by the NASDAQ National Market System was $1.75 per Share.
Employment Agreements
Mr. Gelman's employment agreement with the Company provides for him to
be employed as Chairman of the Board of Directors and Chief Executive Officer at
an annual salary of $238,800. In addition, Mr. Gelman is entitled to participate
in all employee benefit programs and other policies and programs of the Company.
Mr. Gelman is not required to devote any specific number of hours to the
business of the Company. He is subject to a non-competition and non-disclosure
covenant for a period of three years following termination of employment with
the Company. The employment agreement is in effect through March 9, 2000 and is
thereafter automatically renewed for successive one year terms unless the
Company or Mr. Gelman gives the other notice of intention to terminate the
agreement at the end of the then-current term.
Director Compensation
The Company's policy is to pay its non-employee directors a uniform fee
of $400 for each Board of Directors' meeting and/or Audit Committee meeting
attended in person.
9
<PAGE>
ACCOUNTANTS
The Board of Directors has continued to retain the firm of KPMG LLP to
act as the Company's independent certified public accountants. A representative
of such firm is expected to be present at the Annual Meeting to respond to
appropriate questions from shareholders and will be given the opportunity to
make a statement if he/she desires to do so.
OTHER MATTERS
The Board of Directors is not aware of any other matters which are
likely to be brought before the Annual Meeting. However, in the event that any
other matters properly come before the Annual Meeting, it is intended that the
persons named in the accompanying proxy will vote the Shares represented by all
properly executed proxies on such matters in such manner as shall be determined
by a majority of the Board of Directors.
An Annual Report to Shareholders will accompany this Proxy Statement
but is not to be considered a part hereof. The Company will provide, free of
charge, to all shareholders a copy of its Annual Report on Form 10-K (without
exhibits) for the most recent fiscal year ended March 31, 1999, upon written
request of such shareholder to Gary J. Knauer, Secretary, American Claims
Evaluation, Inc., One Jericho Plaza, Jericho, New York 11753.
SHAREHOLDER PROPOSALS
Proposals by shareholders intended to be presented at the 2000 Annual
Meeting of Shareholders must be received by the Company on or before May 4, 2000
in order to be included in the proxy statement for that meeting. It is suggested
that proponents submit their proposals by certified mail, return receipt
requested, addressed to the Secretary of the Company.
By Order of the Board of Directors,
Gary J. Knauer,
Secretary
September 1, 1999
TO ASSURE THAT YOUR SHARES ARE REPRESENTED AT THE ANNUAL MEETING, PLEASE SIGN,
DATE AND PROMPTLY RETURN THE ACCOMPANYING PROXY CARD IN THE ENVELOPE PROVIDED.
10
<PAGE>
PROXY
AMERICAN CLAIMS EVALUATION, INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Gary Gelman, Peter Gutmann and Edward M. Elkin
as Proxies, each with the power to appoint a substitute, and hereby authorizes
them to represent and to vote, as designated below, all the Common Shares of
American Claims Evaluation, Inc. held of record by the undersigned on August 31,
1999 at the Annual Meeting of Shareholders to be held on October 12, 1999 or any
adjournment thereof.
PLEASE MARK, SIGN, DATE AND RETURN
THE PROXY CARD PROMPTLY IN THE ENVELOPE PROVIDED
1. Election of Directors: Gary Gelman, Peter Gutmann and
Edward M. Elkin
FOR all WITHHOLD (Instruction: To withhold
Nominees listed AUTHORITY authority to vote for any
(except as to vote for all individual nominee or
marked to the Nominees nominees, write such
contrary) listed nominee's name in the
line(s) provided below)
--------------------
/ / / / --------------------
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 shareholder. If
no direction is made, the Proxy will be voted FOR Proposal 1.
Please sign exactly as name appears hereon.
- ----------------------------------
(Signature)
- ----------------------------------
(Signature if held jointly)
Dated:________________________________
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 partnership name
by authorized person. Please note any change in your address alongside the
address as it appears in the proxy.
PLEASE MARK IN BLUE OR BLACK INK, SIGN, DATE AND
RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE.
