SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [ ]
Filed by a Party other than the Registrant [ X ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ X ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material pursuant to Rule 14a-1(c) or Rule 14a-12
CONTINENTAL HOMES HOLDING CORP.
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[ X ] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i((1) or
14a-6(j)(2).
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules
14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
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2) Aggregate number of securities to which transaction applies:
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3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11: _/
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4) Proposed maximum aggregate value of transaction:
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_/ Set forth the amount on which the filing fee is calculated and state
how it was determined.
[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by
registration statement number, or the Form or Schedule and the date
of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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CONTINENTAL HOMES HOLDING CORP.
7001 N. Scottsdale Road, Suite 2050, Scottsdale, Arizona 85253
(602) 483-0006
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
to be held
August 30, 1994
To our Stockholders:
You are cordially invited to attend the Annual Meeting of Stockholders
to be held on August 30, 1994, at 9:00 A.M. (Phoenix time) at the Company's
executive offices located at 7001 N. Scottsdale Road, Suite 2050,
Scottsdale, Arizona 85253, for the following purposes:
(1) To elect seven directors; and
(2) To transact such other business as may properly come before the
meeting or any adjournments thereof.
Only holders of Common Stock of record at the close of business of June
27, 1994 will be entitled to receive notice of and to vote at the meeting or
at any adjournment thereof.
By Order of the Board of Directors
Kenda B. Gonzales
Secretary
Scottsdale, Arizona
July 25, 1994
Whether or not you intend to be present at the meeting, please date and
sign the enclosed proxy card and mail it promptly in the enclosed postage-
paid, addressed envelope.
PROXY STATEMENT
The Annual Meeting of Stockholders of Continental Homes Holding Corp.
(the "Company") will be held at the Company's executive offices located at
7001 N. Scottsdale Road, Suite 2050, Scottsdale, Arizona 85253, on August
30, 1994 at 9:00 A.M. (Phoenix time) for the purposes set forth in the
foregoing notice of meeting. The accompanying form of proxy for use at the
meeting and at any adjournments thereof is solicited by the Board of
Directors of the Company. Any proxy may be revoked by the stockholder by
written notice to the Secretary of the Company, if such notice is actually
received by her before such proxy is exercised, or by attending and voting
at the meeting in person.
A plurality of the shares held by persons present at the meeting in
person or by proxy is required for the election of directors. Abstentions
and votes withheld by brokers in the absence of instructions from street-
name holders (broker non-votes) have the same effect as votes cast against a
particular proposal.
Proxies in the accompanying form which are properly executed by
stockholders, duly returned to the Company and not revoked will be voted in
the manner indicated below. This proxy statement and the accompanying proxy
are being mailed to stockholders on or about July 25, 1994.
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
As of the close of business on June 27, 1994, the record date for the
meeting, the Company had 6,962,770 shares of its common stock, par value
$.01 per share (the "Common Shares") outstanding and entitled to vote at the
meeting. Each Common Share will be entitled to one vote on each matter
presented at the meeting. The presence in person or by proxy of a majority
of Common Shares entitled to vote at the meeting shall constitute a quorum.
The following table sets forth certain information as of the close of
business on June 30, 1994 concerning (i) the beneficial ownership of the
Common Shares by each director, nominee for director and named executive
officer and by all directors and executive officers of the Company as a
group and (ii) each person who, to the knowledge of the Company, is the
beneficial owner of more than 5% of the Common Shares. Beneficial ownership
has been determined in accordance with Rule 13d-3 under the Securities
Exchange Act of 1934, as amended, and does not necessarily bear on the
economic incidence of ownership or the right to transfer such shares.
Number of Percent
Common Shares of
Name and Address Beneficially Common
of Beneficial Owner (1) Owned Shares
- - ----------------------------------- ------------- -------
Donald R. Loback 567,850 8.1%
Kathleen R. and Robert J. Wade (2) 625,350 8.9%
W. Thomas Hickcox 26,820 (3) *
Jo Ann Rudd 500 *
William Steinberg 500 *
Bradley S. Anderson 200 *
Timothy C. Westfall 5,250 (4) *
Directors and officers as a group
(12 persons) 1,298,986 (5) 18.5%
Wellington Management Company (6) 739,564 10.5%
*Denotes less than 1% of outstanding Common Shares
(1) Except as set forth in Note 6, the address for each beneficial owner is
c/o Continental Homes Holding Corp., 7001 N. Scottsdale Road, Suite
2050, Scottsdale, Arizona 85253.
(2) Kathleen R. Wade and Robert J. Wade are wife and husband and hold the
shares as joint tenants under the Wade Family Revocable Trust I.
(3) Includes options to purchase 13,320 Common Shares granted under the
Amended and Restated 1988 Stock Incentive Plan and the Restated 1986
Stock Incentive Plan.
(4) Includes options to purchase 5,250 Common Shares granted under the
Amended and Restated 1988 Stock Incentive Plan and the Restated 1986
Stock Incentive Plan.
(5) Includes options to purchase 53,960 Common Shares granted under the
Amended and Restated 1988 Stock Incentive Plan and the Restated 1986
Stock Incentive Plan.
(6) As reflected in Schedule 13-G dated July 6, 1994 filed by Wellington
Management Company. Their address is 75 State Street, Boston,
Massachusetts 02109.
PROPOSAL ONE
ELECTION OF DIRECTORS
All directors (seven in number) are proposed to be elected to hold
office until the next Annual Meeting of Stockholders and until the election
and qualification of their successors. All nominees are currently members
of the Board. The proxies solicited hereby, unless directed to the
contrary, will be voted for the seven persons named below.
Management has no reason to believe that any nominee will be unable or
unwilling to serve as a director, but if for any reason any of those persons
should not be available or able to serve, the accompanying proxy will be
voted in accordance with the best judgement of the persons acting
thereunder.
The following information is furnished with respect to each nominee.
Name, Age and Year Position with the Company, Present Principal
in which First Occupation, Principal Occupations During the
Elected as a Director Last Five Years and Other Directorships
- - ---------------------- -----------------------------------------------------
Donald R. Loback Director of the Company and Co-Chief Executive
42 (1985) Officer of the Company and Continental Homes, Inc.,
a subsidiary of the Company ("CHI").
Kathleen R. Wade Director of the Company and Co-Chief Executive
41 (1985) Officer of the Company and CHI. Ms. Wade is the
wife of Robert J. Wade.
Robert J. Wade Director of the Company and President of the
45 (1985) Company and CHI, Mr. Wade is the husband of Kathleen
R. Wade.
W. Thomas Hickcox Senior Vice President of CHI since May 1991. He
41 (1992) was Vice President of Sales and Marketing of CHI from
May 1985 to May 1991.
Jo Ann Rudd Owner/President of the accounting firm of Jo Ann
49 (1992) Rudd CPA, P.C. in Phoenix, Arizona since April 1986.
William Steinberg President and Founder of Saxe Investments, a real
39 (1992) estate services and consulting company in
Scottsdale, Arizona since February 1993. From
August 1988 through February 1993 he was a
Partner/Principal of Trammell Crow Company, a real
estate development company in Phoenix, Arizona.
From 1986 through August 1988 he was Marketing
Principal at the same company. From August 1988 to
June 1991 Mr. Steinberg held a 2.8% general
partnership interest in Two Renaissance Square
Associates Limited Partnership, whose only asset is
a commercial office building in Phoenix, Arizona.
On August 20, 1991, the partnership filed for
protection from its creditors under Chapter 11 of
the United States Bankruptcy Code.
Bradley S. Anderson Senior Associate, Commercial Properties Division of
33 (1993) CB Commercial Real Estate Group, Inc., a real
estate brokerage company in Scottsdale, Arizona
since January 1987.
During fiscal 1994, the Board of Directors had the following committees:
The Audit Committee is composed of Bradley S. Anderson, Jo Ann Rudd and
William Steinberg. The function of the Audit Committee is to review the
Company's internal controls, its financial reporting and the scope and
results of the audit engagement. It meets with appropriate Company
financial personnel and independent public accountants in connection with
these reviews. The Committee also recommends to the Board the appointment
of the independent public accountants, who have access to the Committee at
any time. In fiscal 1994 one Audit Committee meeting was held.
The Compensation Committee is composed of Bradley S. Anderson, Jo Ann
Rudd and William Steinberg. The function of the Compensation Committee is
to establish the amount and form of compensation awarded to Messrs. Loback
and Wade and Ms. Wade, including salary, bonuses and stock option awards,
and to monitor compensation to the other executive officers of the Company.
In fiscal 1994, two Compensation Committee meetings were held.
The Stock Incentive Committee and Incentive Compensation Committee are
comprised of Donald R. Loback, Kathleen R. Wade and Robert J. Wade. The
function of the Stock Incentive and Incentive Compensation Committees is to
administer the Company's Amended and Restated 1988 Stock Incentive Plan and
Restated 1986 Stock Incentive Plan, respectively (except with respect to Mr.
Loback and Mr. and Mrs. Wade). During fiscal 1994, the Stock Incentive
Committee held no meetings and the Incentive Compensation Committee held
four meetings.
The Board of Directors does not have a nominating committee.
During fiscal 1994, the Board of Directors had a total of eight
meetings. All of the directors attended more than 75% of the meetings of
the Board of Directors and meetings of each of the Committees on which they
served. In fiscal 1994 each director who is not an employee was paid an
annual fee of $7,500 and an additional $500 for each Board and Committee
meeting attended. In fiscal 1995 each non-employee director will be paid an
annual fee of $7,500 and $500 for each Board and Committee meeting attended.
EXECUTIVE OFFICERS
The following information is furnished with respect to executive
officers of the Company who are not nominees to serve on the Board of
Directors.
Position with the Company and
Name and Age Principal Occupations During the Last Five Years
- - ----------------- ---------------------------------------------------
Kenda B. Gonzales Treasurer and Secretary of the Company, Financial
36 Vice President of CHI and President of American
Western Mortgage Company, a subsidiary of CHI.
Leroy Gene Kirtley Vice President of Construction of CHI.
60
Curtis H. Nelson Vice President of Land Acquisition of CHI since
34 April, 1992. Prior to that time, Mr. Nelson held
various construction-related positions with CHI.
Robert B. Ryan Vice President of CHI.
37
Timothy C. Westfall Vice President and General Counsel since February
48 1990. From April 1989 through February 1990, Mr.
Westfall was Corporate Counsel of Lincoln Savings
and Loan Association and, prior to that time, Mr.
Westfall was a Vice President and Corporate Counsel
of American Continental Corporation.
<TABLE>
Summary Compensation Table
The following table sets forth the annual compensation, long-term compensation and all other
compensation for the last three fiscal years for the Company's Co-Chief Executive Officers and the three
next most highly compensated executive officers (the "Named Officers").
<CAPTION>
SUMMARY COMPENSATION TABLE
Annual Compensation Long Term
--------------------------------------------- Compensation
Awards
Other ------------
Name and Principal Fiscal Salary Bonus Annual Options All Other
Position Year $ $ Compensation(1) # Compensation(2)
- - -------------------- ------ ------ ----- --------------- ------- ---------------
<S> <C> <C> <C> <C> <C> <C>
Donald R. Loback 1994 $200,000 $ 92,429 $ -- -0- $ 4,398
Co-Chief Executive 1993 200,000 97,193 -- -0- 2,861
Officer 1992 200,000 101,837 -- -0- --
Kathleen R. Wade 1994 200,000 83,714 -- -0- 4,202
Co-Chief Executive 1993 200,000 86,096 -- -0- 2,861
Officer 1992 200,000 88,418 -- -0- --
Robert J. Wade 1994 200,000 83,714 -- -0- 4,518
President 1993 200,000 86,096 -- -0- 3,051
1992 200,000 88,418 -- -0- --
W. Thomas Hickcox 1994 178,462 81,890 -- 4,000 3,399
Senior Vice 1993 163,462 58,876 -- 7,500 2,408
President of CHI 1992 151,114 60,734 -- 8,000 --
Timothy C. Westfall 1994 141,616 30,000 -- 3,000 3,912
Vice President and 1993 135,962 25,000 -- 6,000 2,957
General Counsel 1992 131,154 25,000 -- 8,000 --
of CHI
(1) The amount of perquisites and other personal benefits received by each of the Named Officers for
fiscal 1994 does not exceed the lesser of $50,000 or 10 percent of the total annual salary and bonus
for the year.
(2) Includes Company contributions to the Company's 401(K) retirement plan and premiums and
administrative service fees paid by the Company under the executive split dollar life insurance
program. The Company is entitled to recover the premiums and administrative service fees from any
amounts paid by the insurer on such split dollar life policies and has retained a collateral interest
in each policy to the extent of the premiums and administrative service fees paid with respect to such
policy. The following table sets forth the value of all other compensation:
D.R. K.R. R.J. W.T. T.C.
Loback Wade Wade Hickcox Westfall
------- ------- ------- ------- --------
Fiscal 1994
401(K) Company Contribution $ 3,433 $ 3,363 $ 3,363 $ 2,719 $ 2,981
Economic Benefit of Split Dollar Plan 965 839 1,155 680 931
------- ------- ------- ------- -------
$ 4,398 $ 4,202 $ 4,518 $ 3,399 $ 3,912
======= ======= ======= ======= =======
Fiscal 1993
401(K) Company Contribution $ 2,086 $ 2,086 $ 2,086 $ 1,779 $ 2,125
Economic Benefit of Split Dollar Plan 775 775 965 629 832
------- ------- ------- ------- -------
$ 2,861 $ 2,861 $ 3,051 $ 2,408 $ 2,957
======= ======= ======= ======= =======
</TABLE>
<TABLE>
Option Grants in Last Fiscal Year
The following table sets forth information on option grants in fiscal 1994 to each of the Named
Officers.
OPTION GRANTS IN LAST FISCAL YEAR
<CAPTION>
Potential
Realizable Value at
Assumed Annual
Rates of Stock Price
Appreciation
Individual Grants for Option Term
- - ------------------------------------------------------------------------- --------------------
% of Total
Options
Granted to Exercise
Options Employees in Price Expiration
Name Granted (#1) Fiscal Year ($/Sh) Date 5% 10%
- - ------------------- ------------ ------------ ---------- -------- ------- -------
<S> <C> <C> <C> <C> <C> <C>
Donald R. Loback -0- -0- % $ -- -- $ -- $ --
Kathleen R. Wade -0- -0- -- -- -- --
Robert J. Wade -0- -0- -- -- -- --
W. Thomas Hickcox 4,000 11.6 21.38 12/01/03 53,783 136,297
Timothy C. Westfall 3,000 8.7 21.38 12/01/03 40,337 102,223
(1) All options granted are for Common Shares and are exercisable in cumulative 25% installments
commencing one year from the date of grant, with full vesting occurring on the fourth anniversary
date.
</TABLE>
<TABLE>
Aggregated Option Exercises in Last Fiscal Year and Fiscal Year-End Option Values
The following table sets forth information on option exercises in fiscal 1994 by each of the Named
Officers and the value of such officers' unexercised options at May 31, 1994.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
<CAPTION>
Value of
Number of Unexercised
Unexercised In-The-Money
Options at Options at
Fiscal Year End (#) Fiscal Year End ($)
------------------------- --------------------------
Shares Acquired Value
Name on Exercise (#) Realized ($) Exercisable Unexercisable Exercisable Unexercisable
- - ------------------- --------------- ------------ ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Donald R. Loback -0- $ -- -0- -0- $ -- $ --
Kathleen R. Wade -0- -- -0- -0- -- --
Robert J. Wade -0- -- -0- -0- -- --
W. Thomas Hickcox 11,000 130,625 13,320 12,625 62,073 61,359
Timothy C. Westfall 8,750 130,156 5,250 11,500 29,719 59,813
</TABLE>
Compensation Committee Report
The Compensation Committee of the Board of Directors is comprised of three
non-employee directors and is responsible for establishing the compensation
levels for Mr. Loback and Mrs. Wade (Co-Chief Executive Officers) and Mr.
Wade (President). The Committee is also responsible for reviewing and
monitoring, but not approving compensation to other executives of the
Company.
The Company's executive compensation programs are intended to enable the
Company to attract, retain and reward highly qualified executives while
maintaining a strong and direct link between executive pay, the Company's
financial performance and return on stockholders' equity.
The Company has six Executive Officers excluding Mr. Loback and Mr. and Mrs.
Wade. Compensation for such executives is determined by Mr. Loback and Mr.
and Mrs. Wade. Commencing in fiscal 1994, such compensation levels were
reviewed by the Compensation Committee. It is recognized that management is
most familiar with the individual employees, with prevailing levels for
compensation within certain markets and other factors affecting
compensation. However, Compensation Committee review is to ensure that
compensation decisions relative to executives of the Company are made
responsibly.
The Committee sets compensation for Mr. Loback and Mr. and Mrs. Wade. As a
result of the Company's financial performance, the Committee approved a
bonus of $100,000 each for fiscal 1994 to be paid in the first quarter of
fiscal 1995 and approved the base salaries of $200,000 each (their same base
salary since 1988) for fiscal 1995. As a part of the decision making
process, the Committee reviewed prior years compensation of Chief Executive
Officers and Presidents of selected homebuilding companies deemed comparable
to the Company, noting that during the periods compensation paid to
comparable officers had been substantially in excess of the compensation
paid to Mr. Loback and Mr. and Mrs. Wade.
The only long-term incentive plans maintained by the Company are the stock
option plans. The compensation of the executive officers consists
principally of salary, annual bonus and income and potential gain from stock
options. Mr. Loback and Mr. and Mrs. Wade have never been granted stock
options under any of the Company's stock option plans, however they are
eligible to receive such grants. The perquisites and other benefits
received by executive officers are incidental to employment.
The above Committee Report to Shareholders of the Compensation Committee
shall not be deemed incorporated by reference by any general statement
incorporating by reference this Proxy Statement into any filing under the
Securities Act of 1933 or under the Securities Exchange Act of 1934, except
to the extent that the Company specifically incorporates this information by
reference and shall not otherwise be deemed under such Acts.
COMPENSATION COMMITTEE
Bradley S. Anderson
Jo Ann Rudd
William Steinberg
PERFORMANCE GRAPH
-----------------
The graph below compares the cumulative total return of Continental
Homes Holding Corp., the S&P 500 Index and the S&P Homebuilding Index:
May-89 May-90 May-91 May-92 May-93 May-94
------ ------ ------ ------ ------ ------
Continental $100 127.78 206.88 276.27 313.45 338.09
S&P Homebuilding 100 87.80 103.73 116.39 157.92 129.81
S&P 500 100 116.61 130.36 143.21 159.84 166.64
The above graph is based upon common stock and index prices calculated as of
May 31 for each of the last five fiscal year-end periods. The Company's May
31, 1994 closing price per Common Share was $13.88. As of June 30, 1994 the
Company's Common Shares closed at $14.50 per share. The stock price
performance of Continental Homes Holding Corp. depicted in the graph above
represents past performance only and is not indicative of future
performance.
INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors has appointed the firm of Arthur Andersen & Co.,
independent public accountants, to audit the consolidated financial
statements of the Company for the fiscal year ending May 31, 1995.
Representatives of Arthur Andersen & Co. are expected to be present at the
Annual Meeting of Stockholders and to be available to respond to appropriate
questions. Such representatives will have the opportunity to make a
statement at the Annual Meeting if they desire to do so.
STOCKHOLDER PROPOSALS
Proposals by stockholders intended to be presented at the next Annual
Meeting must be received by the Company on or before March 26, 1995 in order
to be included in the Proxy Statement and proxy for the 1995 meeting. The
mailing address of the Company for submission of any such proposals is 7001
N. Scottsdale Road, Suite 2050, Scottsdale, Arizona 85253, Attn: Kenda B.
Gonzales, Secretary.
COMPLIANCE WITH SECTION 16(A) OF THE
SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
directors and certain of its officers, and persons who own more than 10
percent 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 (the "SEC"). Officers, directors and greater than 10
percent shareholders are required by SEC regulations to furnish the Company
with copies of all Section 16(a) forms they file.
Based solely on its review of the copies of such forms received by it, the
Company believes that during the year ended May 31, 1994, all filing
requirements applicable to its officers, directors and greater than 10
percent beneficial owners were complied with. All Form 4 and 5 reports have
been filed as required by the Securities Exchange Act of 1934.
OTHER MATTERS
The Board of Directors knows of no matters other than those described above
which are likely to come before the meeting. If any other matters properly
come before the meeting, the persons named in the accompanying form of proxy
intend to vote the proxies in accordance with their best judgment.
The entire cost of solicitation of proxies in the accompanying form will be
borne by the Company. The Company will reimburse brokers for their costs
associated with transmitting these materials to persons for whom such
brokers hold Common Shares. In addition to the use of the mails, proxies
may be solicited by directors, officers and regular employees of the
Company, by personal interview, telephone and telecopy.
The Company's Annual Report to Stockholders (which is not a part of the
proxy solicitation material) is being mailed to stockholders together with
the Proxy Statement.
Stockholders wishing to receive a copy of the Company's Fiscal 1994 Annual
Report on Form 10-K (including the financial statements and schedules
thereto) filed with the Securities and Exchange Commission may obtain one
without charge by making a written request to Kenda B. Gonzales, Continental
Homes Holding Corp., 7001 N. Scottsdale Road, Suite 2050, Scottsdale,
Arizona 85253.
By Order of the Board of Directors
KENDA B. GONZALES
Secretary
<PAGE>
CONTINENTAL HOMES HOLDING CORP.
7001 N. Scottsdale Road, Suite 2050, Scottsdale, AZ 85253
This Proxy is Solicited on Behalf of The Board of Directors
The undersigned hereby appoints Donald R. Loback, Kathleen R. Wade and
Robert J. Wade, and each of them severally, as Proxies of the undersigned,
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
Continental Homes Holding Corp. (the "Company") held of record by the
undersigned on July 27, 1994, at the Annual Meeting of Stockholders to be held
on August 30, 1994 and any adjournment thereof.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSAL ONE.
(1) FOR ELECTION AS DIRECTORS OF ALL NOMINEES LISTED BELOW TO SERVE UNTIL THE
1994 ANNUAL MEETING OF STOCKHOLDERS (except as marked to the contrary
below)
[ ] FOR all nominees listed below [ ] WITHHOLD AUTHORITY to vote
(except as marked to the for all nominees listed
contrary below) below
Donald R. Loback, Kathleen R. Wade, Robert J. Wade, W. Thomas
Hickcox, Jo Ann Rudd, William Steinberg and Bradley S. Anderson
(INSTRUCTION: To withhold authority to vote for any nominee, indicate
the individual nominee's name on space provided below.)
______________________________________________________________________________
(2) In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting or any adjournment
thereof.
- - ------------------------------------------------------------------------------
<PAGE>
This proxy when properly executed will be voted in the manner directed by
the undersigned stockholder. If no direction is made, this proxy will be
voted FOR Proposals (1) and (2).
Please sign exactly as name appears
below. When shares are held by joint
P tenants, both should sign. When signing
as attorney, executor, administrator,
R trustee or guardian, please sign your
name and indicate full title as such.
O If a corporation, an authorized officer
should sign his name and indicate his
X title. If a partnership, please sign in
partnership name by authorized person.
Y
Dated:__________________________________
Receipt of Notice of
Meeting and Proxy ________________________________________
Statement is hereby Signature
acknowledged.
________________________________________
Signature if held jointly
Please sign, date and mail in the enclosed envelope.
