SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE
SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to sec. 240.14a-11(c) or sec. 240.14a-12
PRIME CAPITAL CORPORATION
(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)(l) 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:
PRIME CAPITAL CORPORATION
O'Hare International Center
10275 West Higgins Road
Rosemont, Illinois 60018
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
June 17, 1999
To the Stockholders of PRIME CAPITAL CORPORATION:
The Annual Meeting of Stockholders (the "Annual Meeting") of Prime Capital
Corporation, a Delaware corporation (the "Company"), will be held on July 21,
1999 at 2:30 o'clock p.m. (C.S.T.), at O'Hare International Conference
Center, 10275 West Higgins Road, Rosemont, Illinois 60018 for the following
purposes:
1. To elect a Board of Directors to serve for the ensuing year.
2. To amend the 1997 Stock Option Plan:
(a) increasing the aggregate number of available shares from 750,000
shares to 1,250,000 shares;
(b) increasing the numbers of shares that may be granted to any
individual employee during any calendar year from 200,000 shares
to 350,000 shares;
(c) allowing the Board of Directors to authorize the issuance of
restricted stock grants; and
(d) allowing the Board of Directors to set the per share price of
granted options (which may be below the market price).
3. To consider and act upon a proposal to ratify the selection by the Board
of Directors of KPMG LLP as auditors of the Company for the
current fiscal year.
4. To act upon any and all matters incident to any of the foregoing and
transact such other business as may properly be brought before the
meeting or any adjournments thereof.
Only stockholders of record at the close of business on June 4, 1999 will be
entitled to notice of, and to vote at, the Annual Meeting or any adjournments
thereof.
All stockholders of record on that date are entitled to be present and to vote
at the Annual Meeting and are cordially invited to attend the Annual Meeting.
If you plan to attend, you may obtain an admittance card by completing the
enclosed reservation form and returning it with your proxy. Stockholders are
urged, whether or not they plan to attend the Annual Meeting, to mark, date and
sign the enclosed proxy and return it promptly in the accompanying envelope. If
you attend the Annual Meeting and vote by ballot at the Annual Meeting, you can
revoke your proxy at that time and your vote at the Annual Meeting will be
counted.
By Order of the Board of Directors
Sebastian N. Danziger
Secretary
Rosemont, Illinois
June 17, 1999
PRIME CAPITAL CORPORATION
O'Hare International Center
10275 West Higgins Road
Rosemont, IL 60018
PROXY STATEMENT FOR ANNUAL MEETING
July 21, 1999
INTRODUCTION
Solicitation, Voting and Revocation of Proxies
This Proxy Statement is furnished in connection with the solicitation by, and
on behalf of, the Board of Directors of Prime Capital Corporation, a Delaware
corporation (the "Company"), of proxies to be voted at the Annual Meeting of
Stockholders (the "Annual Meeting") of the Company on July 21, 1999, and at any
adjournment or adjournments thereof. This Proxy Statement and the accompanying
proxy card are being mailed to stockholders on or about June 25, 1999. The
Annual Meeting is called for the purposes stated in the accompanying Notice of
Annual Meeting of Stockholders (the "Notice") which are to (i) elect a board of
directors, (ii) amend the 1997 Stock Option Plan and (iii) ratify the selection
of auditors.
If a proxy is properly signed and is not revoked by the stockholder, the shares
represented thereby will be voted by the Proxy Committee in accordance with the
stockholder's directions. Stockholders are urged to specify their choices by
marking the appropriate boxes on the enclosed proxy card. If no choice has
been specified, the shares will be voted by the Proxy Committee "FOR" electing
management's slate of directors, amending the Stock Option Plan and ratifying
KPMG LLP as auditors of the Company for the current fiscal year. The Proxy
Committee presently consists of James A. Friedman, Mark P. Bischoff, William D.
Smithburg, John R. Walter and Robert R. Youngquist.
Proxy cards also confer upon the Proxy Committee discretionary authority to
vote the shares represented thereby on any matter which is not known at this
time but may be presented for action at the meeting. The Company does not know
of any other matters that will be presented at the Annual Meeting. If any other
matter comes before the Annual Meeting, or any of its adjournments, however, the
members of the Proxy Committee will vote in accordance with their best judgment.
A proxy may be revoked at any time before it is exercised by voting in person
at the Annual Meeting or by a later proxy, or by written notice of revocation
bearing a later date which is delivered to the Secretary of the Company at or
prior to the Annual Meeting.
A majority of the outstanding shares entitled to vote at this meeting and
represented in person or by proxy shall will constitute a quorum. The vote of
the holders of a majority of the stock having voting power which is present
in person or represented by proxy shall decide any question brought before
the meeting.
Cost and Manner of Solicitation
The Company will bear the cost of the solicitation of proxies, including the
charges and expenses of brokerage firms and other custodians, nominees, and
fiduciaries for forwarding proxy materials to beneficial owners of the
Company's stock. Solicitations will be made primarily by mail, but certain
directors, officers or regular employees of the Company may solicit proxies in
person or by telephone or telegram without special compensation.
Available Reports: Incorporation by Reference
This Proxy Statement is accompanied by a copy of the Company's Annual Report to
Stockholders for the fiscal year ended December 31, 1998. That report
includes financial statements for the year ended December 31, 1998 audited by
KPMG LLP, the Company's independent accountants. The Annual
Report to the Stockholders is furnished for information only and no part
thereof is incorporated by reference in this Proxy Statement.
UPON WRITTEN REQUEST OF ANY STOCKHOLDER, THE COMPANY WILL PROVIDE, WITHOUT
CHARGE, A COPY OF ITS ANNUAL REPORT ON FORM 10-KSB, WITHOUT EXHIBITS. THE
EXHIBITS THERETO WILL BE AVAILABLE AT A CHARGE OF $.20 PER PAGE. REQUESTS
SHOULD BE ADDRESSED TO THE COMPANY IN CARE OF INVESTOR RELATIONS, PRIME CAPITAL
CORPORATION, O'HARE INTERNATIONAL CENTER, 10275 W. HIGGINS ROAD, ROSEMONT,
ILLINOIS 60018.
Voting Securities
The Board of Directors has fixed the close of business on June 4, 1999 as the
record date for determining stockholders entitled to notice of, and to vote at,
the Annual Meeting. The voting securities issued and outstanding as of
June 4, 1999 consist of 4,467,840 shares of the Company's common stock,
$.05 par value ("common stock"), each share of which is entitled to one vote.
Proposal 1
ELECTION OF DIRECTORS
Voting for Directors
Unless the stockholders shall vote otherwise, a Board of five Directors will be
elected at the 1999 Annual Meeting. The By-laws of the Company provide for
six Directors. All Directors are elected annually and hold office until
the next annual meeting of stockholders or until their successors have been
elected and qualified.
The persons named below have been nominated by the Board for election as
Directors. Messrs. Friedman, Bischoff, Smithburg, Walter and Youngquist have
served as Directors since the respective dates set forth below. The Board has
no reason to anticipate that any nominee will decline or be unable to serve.
In the event that any nominee does decline or is unable to serve, proxies may
be voted for the election of a substitute nominee or may be voted for a lesser
number of Directors. In the absence of instructions to the contrary, proxies
will be voted for the election of the Directors named below.
The Board of Directors recommends a vote "FOR" the election of the nominees for
Directors.
Certain information concerning the nominees is set forth below.
Directors of the Registrant
Principal Occupation During Past Director
Name Five Years and Other Information Age Since
James A. Friedman President and Chief Executive 53 1978
Officer of the Company or its
predecessor since November 1978.
Mark P. Bischoff Senior and Managing Partner of 52 1996
Bischoff & Swabowski, Ltd. since
1988; Secretary of the
Board of Directors and Outside
General Counsel of the Company
since 1986.
William D. Smithburg Mr. Smithburg retired from The 60 1986
Quaker Oats Company in October 1997.
He became President and Chief Executive
Officer of Quaker Oats in 1981, and
Chairman and Chief Executive Officer in
1983 and also served as President from November
1990 to January 1993 and again from November
1995. Director of Abbott Laboratories, The
Northern Trust Company, The Flying
Food Group and Corning Incorporated.
John R. Walter Chairman of the Board of Manpower, 52 1988
Inc. Retired President and Chief
Operating Officer of AT&T Corporation
from October 1996 until July 1997. Former
Chairman, President and Chief Executive
Officer of R.R. Donnelley from 1989 to 1996;
Director of Abbott Laboratories, Deere &
Company, Celestica, Inc., Manpower, Inc.,
Cornerstone Brands and Jones Lang LaSalle, Inc.
Robert R. Youngquist President of Robert R. Youngquist D.D.S., 50 1978
an orthodontic group in Lake Geneva,
Wisconsin. Founding Director of Prime
Capital Corporation.
The Board of Directors
The Company's business is managed under the direction of the Board of
Directors. During 1998, the Board of Directors held four regular meetings. The
standing Committees of the Board are the Executive Committee, the Audit
Committee, and the Compensation and Stock Option Committee. The Board does not
have a standing Nominating Committee. All Directors attended all meetings of
the Board of Directors and meetings held by all committees of the Board on
which the Director served during the period that the Director served.
Committees of the Board of Directors
The Executive Committee exercises all the powers and authority of the Board of
Directors in the management of the business and affairs of the Company during
the intervals between meetings of the Board, subject to the restrictions set
forth in the By-laws. The members of the Executive Committee are: James A.
Friedman (Chairman), William D. Smithburg and John R. Walter. The Executive
Committee met once during 1998.
The Audit Committee has the general responsibility for establishing and
maintaining communications with the Company's internal and independent
accountants, reviewing the methods used and examinations made by the auditors
in connection with the Company's published financial statements and reviewing
with the auditors the Company's financial and operating controls. The members
of the Audit Committee are: Mark P. Bischoff and William D. Smithburg. The
Audit Committee met twice during 1998.
The Compensation and Stock Option Committee (the "Compensation Committee")
oversees the Company's compensation and benefit policies and programs,
including the administration of the Company's 1997 Stock Option Plan (the
"1997 Plan"). The Compensation Committee also has general responsibility for
the Company's personnel and compensation matters. The Compensation Committee
presently consists of the following Directors of the Company: Mark P.
Bischoff, William D. Smithburg, and Robert R. Youngquist. The Committee met
twice during 1998.
Proposal 2
AMEND THE STOCK OPTION PLAN
(a) Increase the aggregate number of available shares from 750,000
shares to 1,250,000 shares;
(b) Increase the numbers of shares that may be granted to any
individual employee during any calendar year from 200,000 shares
to 350,000 shares;
(c) Allow the Board of Directors to authorize the issuance of
restricted stock grants; and
(d) Allow the Board of Directors to set the per share price of
granted options (which may be below the market price).
The Company, through the Board of Directors, administers a stock option
plan. The Company desires to remain competitive in the industry in
order to be able to continue to retain its best personnel, reward
key employees and attract new people to the Company. In addition, the
changes would increase the flexibility of the Board of Directors in
issuing stock options. The Board of Directors believes this type of
incentive arrangement is critical for this purpose and believes these
amendments to the Stock Option Plan will assist in achieving these
objectives.
The affirmative votes of a majority of the outstanding shares of common stock
are required for approval of the Amendment.
The Board of Directors recommends a vote "FOR" this proposal.
Proposal 3
SELECTION OF INDEPENDENT ACCOUNTANTS FOR FISCAL YEAR ENDING DECEMBER 31, 1999
The Board of Directors has selected the firm of KPMG LLP, independent
accountants, to audit the accounts of the Company for its fiscal year ended
December 31, 1999. The Company has been advised that neither that firm nor any
of its partners has any other relationship, direct or indirect, with the Company
or its subsidiaries.
It is expected that a representative of KPMG LLP will be present at the Annual
Meeting with an opportunity to make a statement, if they desire to do so, and
be available to respond to appropriate questions.
The Board of Directors recommends a vote "FOR" this proposal.
EXECUTIVE COMPENSATION AND OTHER INFORMATION
The following table shows all the cash compensation paid or to be paid by the
Company or any of its subsidiaries, as well as certain other compensation paid
or accrued, during the fiscal years indicated, to the President and Chief
Executive Officer, and the highest paid executive officers of the Company whose
compensation was at least $100,000 for the last fiscal year in all capacities
in which they served:
SUMMARY COMPENSATION TABLE
Annual Compensation Long-Term Compensation
=======================================================
Awards Payouts
(a) (b) (c) (d) (e) (f) (g) (h) (i)
Other All
Annual Restricted Other
Name and Compen- Stock Options/ LTIP Compen-
Principal Position Year Salary Bonus sation Award(s) SAR Payouts sation
($) ($) ($) ($) ($) ($)
James A. Friedman
President and 1998 365,000 4,932
Chief Executive 1997 361,710 6,135
Officer 1996 296,050
John W. Altergott 1998 157,800 152,121
Sr. Vice President 1997 157,800 257,646
1996 97,500 195,849 50,000
Philip M. Dinielli 1998 108,720 15,150 9,913
Vice President 1997 114,276 28,706 36,295
1996 94,222 87,965
Thomas R. Ehmann 1998 150,000
Vice President, 1997 41,589 (1) 35,000
Finance
Vern E. Landeck 1998 111,042 36,350 10,000
Vice President and 1997 83,246 51,350
Chief Financial 1996 53,643 20,000
Officer
(1) Mr. Ehmann's employment commenced in September, 1997.
Options/SAR Grants in Last Fiscal Year
Individual Grants
(a) (b) (c) (d) (e)
% of Total
Options Granted Exercise or
Options to Employees in Base Price Expiration
Name Granted (#) Fiscal Year ($/Sh) Date
Vern E. Landeck 10,000 39% $1.50 October 14, 2008
Aggregated Option/SAR Exercises in Last Fiscal Year
and FY-End Option/SAR Values
(a) (b) (c) (d) (e)
Name Shares Acquired Value Number of Value of Unexercised
on Exercise (#) Realized($) Unexercised In-the-Money Options
Options at at FY-End ($)
FY-End (#Exercisable/
Exercisable/ Unexercisable)
Unexercisable
John W. Altergott 118,334/16,666 $264,493 / $20,833
Vern E. Landeck 13,334/16,666 16,668 / 20,833
Thomas R. Ehmann 11,667/23,333 0 / 0
Executive Officers of the Registrant
Principal Occupation During Past Five
Name of Officer Years and Other Information Age
James A. Friedman President and Chief Executive Officer of 53
the Company or its predecessor since
November 1978.
John W. Altergott Senior Vice President of the Company 39
since January 1996. Vice President of
the Healthcare Finance Group of Prime
Capital Corporation since March 1988.
Vern E. Landeck Vice President and Chief Financial 40
Officer of the Company since July 1997.
Vice President - Treasurer of the Company
from May 1996 through June 1997.
President of Atlantic Capital Exchange,
Inc. 1988 to 1996.
Director's Compensation
Each Director of the Company who is not an Executive Officer receives an annual
retainer of $10,000 plus a fee of $500 for attendance at each meeting of the
Board. In addition, members of the Committees of the Board who are not
Executive Officers receive a fee of $300 for each Committee meeting attended.
Directors of the Company who are also Executive Officers receive no
compensation for rendering services as a Director except for reimbursement of
out-of-pocket expenses.
Employment Agreements
With the exception of Mr. Friedman, the Company has entered into employment
agreements with each of the executive officers of the Company to assure the
continued service of such persons. Each of the agreements are substantively
similar, except with regard to compensation. Such agreements generally
provide for a one-year term of employment automatically renewable unless
otherwise terminated. The executive may terminate his employment at any time
upon appropriate notice. The executive agrees to be bound by certain
confidentiality, non-solicitation and non-compete provisions contained in the
respective agreements.
Compensation Pursuant to Plans
The Company has adopted the 1984 Incentive Stock Option Plan (the "ISO Plan"),
the 1986 Non-Qualified Stock Option Plan (the "Non-Qualified Plan"), the 1987
Stock Option Plan (the "1987 Plan") and the 1997 Plan. All descriptions of the
various plans are qualified in their entirety by reference to the actual Plan
documents which are available for examination.
The 1997 Plan supercedes and replaces the ISO Plan, the Non-Qualified Plan and
the 1987 Plan (collectively, the "Former Plans"). No additional stock options
can be granted under the Former Plans. Any unexercised options granted under
the Former Plans that expire or are otherwise terminated pursuant to the terms
of the Former Plans shall be immediately made available for the grant of new
options under the 1997 Plan.
The 1997 Plan is administered by the Board of Directors. The Board selects
eligible persons for participation and determines the number of shares to be
subject to option, the per share option price, the time and conditions of
exercise, the vesting rights of the optionee, the repurchase rights of the
Company, and all other terms and conditions of the options not specified in the
1997 Plan. The Board interprets the provisions of the 1997 Plan, may prescribe
rules for its operation, and any such interpretation or rule will be final and
conclusive as to all parties. The Board may delegate the responsibility for
the administration of the 1997 Plan to the Compensation Committee.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Current Ownership
- -----------------
The following table sets forth certain information as of December 31, 1998 with
respect to the beneficial ownership of the Company's common stock by each
stockholder or group known by the Company to be the beneficial owner of more
than 5% of its outstanding common stock, by each Director, and by all Executive
Officers and Directors as a group. The information is based, in part, on data
furnished by such Executive Officers, Directors and stockholders. The address
of each holder of more than 5% of the Company's common stock other than Banc
One Capital Corporation, First Financial Fund, Inc. and Wellington Management
Company is O'Hare International Center, 10275 West Higgins Road, Rosemont,
Illinois 60018. The address for Banc One Capital Corporation is 150 E. Gay
Street, Columbus, Ohio 43215. The address for Wellington Management Company
is 75 State Street, Boston, Massachusetts 02109. First Financial Fund, Inc.'s
address is One Seaport Plaza, 25th Floor, New York, New York 10292.
Name of Amount and Nature
Beneficial Owner of Beneficial Ownership Percent of Class
================ ======================= ================
James A. Friedman (1) 2,205,425 49.4%
Mark P. Bischoff (2), (3) 486,642 10.9%
John W. Altergott (2) 118,334 2.6%
William D. Smithburg (2) 43,667 1.0%
Robert R. Youngquist, D.D.S. (2),(4) 36,666 *
Vern E. Landeck (2) 13,334 *
Thomas R. Ehmann (2) 11,667 *
Banc One Capital Corporation (6) 499,606 11.2%
First Financial Fund, Inc. (5) 330,000 7.4%
All Executive Officers and Directors
as a group (7 persons) (2) 2,455,759 55.0%
* Less than 1%
(1) Includes 459,975.67 shares owned by a trust for the benefit of Mr.
Friedman's children (the "Childrens Trust") for which Mr. Friedman
disclaims beneficial ownership. The named trustee of the trust is Mark
P. Bischoff.
(2) Includes outstanding options which are currently exercisable with respect
to the following named individuals or groups: Mr. Bischoff, 16,667 shares;
Mr. Smithburg, 29,167 shares; Mr. Youngquist, 16,667 shares; Mr. Landeck,
13,334 shares; Mr. Altergott, 118,334 shares; Mr. Ehmann, 11,667 shares.
All Executive Officers and Directors as a group, 189,169 shares.
(3) Includes 459,975.67 shares owned by the Childrens Trust for which Mr.
Bischoff is trustee but for which he disclaims beneficial ownership.
(4) Includes 15,000 shares held in a pension plan of which Dr. Youngquist is a
fiduciary and for which Dr. Youngquist disclaims beneficial ownership.
(5) According to Schedules 13G filed with the Securities and Exchange
Commission on February 12, 1999, First Financial Fund, Inc., an investment
company, is the beneficial owner of such shares, and Wellington Management
Company, LLP, its investment advisor, may also be deemed to be a beneficial
owner of those shares.
(6) Consists of warrants to purchase 499,606 shares of the Company's common
stock.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
There are no family relationships among the Directors and Executive Officers of
the Company.
On January 25, 1999, James A. Friedman, President and Chief Executive Officer
and a Director of the Company, made a loan to the Company in the principal
amount of $900,000 bearing interest at a rate of 12% per annum.
OTHER MATTERS
The Board of Directors does not intend to bring any other matters before the
meeting and is not informed of any other business which others may bring before
the meeting. However, if any other matter should properly come before the
meeting or any adjournment thereof, it is the intention of the persons named in
the accompanying Proxy to vote on such matters as they, in their discretion,
may determine.
DEADLINE FOR SHAREHOLDER PROPOSALS
Stockholder proposals intended to be presented at the next Annual Meeting must
be received by the Company, in writing, no later than January 31, 2000, in
order to be considered for inclusion in the Proxy Statement and proxy for the
Company's 1999 Annual Meeting. Any such proposal should be sent to the
attention of the Secretary of the Company at O'Hare International Center, 10275
West Higgins Road, Rosemont, IL 60018.
ALL SHAREHOLDERS ARE URGED TO MARK, SIGN, DATE AND PROMPTLY RETURN THE ENCLOSED
PROXY CARD.
By Order of the Board of Directors
Sebastian N. Danziger
Secretary
Rosemont, Illinois
June 17, 1999
APPENDIX
Prime Capital Corporation
Proxy for Annual Meeting of July 21, 1999
This proxy is solicited on behalf of the Board of Directors
The undersigned hereby appoints James A. Friedman, Mark P. Bischoff, William
D. Smithburg, John R. Walter, and Robert R. Youngquist, each with power to
appoint his substitute, to represent and to vote all shares of stock of Prime
Capital Corporation which the undersigned is entitled to vote at the Annual
Meeting of Stockholders of the Company to be held at O'Hare International Center
Auditorium, 10275 West Higgins Road, Rosemont, Illinois 60018 on Wednesday,
July 21, 1999 at 2:30 pm (C.S.T.) and any adjournments thereof, as indicated on
the reverse side of this card on the proposals described in the proxy statement
and all other matters properly coming before the meeting.
A VOTE "FOR" ALL PROPOSALS IS RECOMMENDED BY THE BOARD OF DIRECTORS
1. Election of Directors
[] FOR all nominees listed below (except as marked to the contrary)
[]WITHHOLD AUTHORITY to vote for all nominees
J.A. Friedman, M.P. Bischoff, W.D. Smithburg, J.R. Walter, R.R. Youngquist
Instructions: To withhold authority to vote for any individual nominees, write
that nominees name in the space provided.
2. Amendment to the 1997 Stock Option Plan
[] FOR [] AGAINST [] ABSTAIN
3. Ratify the Appointment of Independent Auditors.
[] FOR [] AGAINST [] ABSTAIN
4. To vote upon any and all other matters that come before the Board.
[] FOR [] AGAINST [] ABSTAIN
IMPORTANT - This proxy must be signed and dated on the reverse side.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS. IF NOT OTHERWISE
SPECIFIED ON THE REVERSE SIDE, THIS PROXY WILL BE VOTED FOR ALL NOMINEES
LISTED AND FOR PROPOSALS 2 THROUGH 4. THE UNDERSIGNED REVOKES ALL PROXIES
HERETOFORE GIVEN TO VOTE AT SUCH MEETING AND ALL ADJOURNMENTS OR
POSTPONEMENTS.
=========================, 1999
=========================
Signature
=========================
Signature if Held Jointly
Please sign exactly as your name or names appear above. For joint accounts,
both owners should sign. When signing as executor, administrator, attorney,
trustee or guardian, etc., please give your 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.
