SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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:
|_| Preliminary Proxy Statement
|_| Confidential, for Use of the Commission
Only (as permitted by Rule 14a6(e)(2)
|X| Definitive Proxy Statement
| | Definitive Additional Materials
|_| Soliciting Material Pursuant to ss.240.14a-11(c) or ss.240.14a-12
JOULE INC.
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(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)(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 (Set forth the amount on which the filing fee is
calculated and state how it was determined):
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4) Proposed maximum aggregate value of transaction:
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5) Total fee paid:
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|_| 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 No.:______________________________________
3) Filing party: ___________________________________________________________
4) Date filed: _____________________________________________________________
<PAGE>
JOULE INC.
1245 U.S. Route 1 South
Edison, New Jersey 08837
------------------
Notice of Annual Meeting of Stockholders
To be held February 3, 1999
------------------
The Annual Meeting of Stockholders of Joule Inc. will be held on Wednesday,
February 3, 1999 at 10:30 a.m., at The Pines Manor, Route 27, Edison, New
Jersey, for the following purposes:
1. To elect six directors; and
2. To transact such other business as may properly come before the
meeting.
All stockholders are cordially invited to attend the meeting. Only holders
of record of Common Stock at the close of business on December 11, 1998 are
entitled to notice of and to vote at the meeting. If you attend the meeting, you
may vote in person if you wish, even though you previously have returned your
proxy.
A copy of the Company's 1998 Annual Report is enclosed.
STOCKHOLDERS ARE URGED TO COMPLETE, DATE AND SIGN THE ENCLOSED PROXY
AND RETURN IT IN THE ACCOMPANYING ENVELOPE.
January 6, 1999 By Order of the Board of Directors
Bernard G. Clarkin
Secretary
<PAGE>
JOULE INC.
1245 U.S. Route 1 South
Edison, New Jersey 08837
PROXY STATEMENT
This proxy statement is furnished in connection with the solicitation by
the Board of Directors of Joule Inc. of proxies to be used at the Annual Meeting
of Stockholders of the Company to be held on February 3, 1999, and at all
adjournments thereof. The solicitation will begin on or about January 6, 1999.
All shares represented by a properly executed proxy will be voted unless it
is revoked and, if a choice is specified with respect to any matter to be acted
upon, will be voted in accordance with such specification. If no choice is
specified, the proxies will be voted for the election of six directors, unless
authority to do so is withheld with respect to one or more of the nominees.
Directors will be elected by a plurality of the votes of the shares present in
person or represented by proxy at the meeting and entitled to vote thereon.
Votes that are withheld and broker non-votes will be excluded entirely from the
calculation and will have no effect on the outcome of the election of directors.
In addition, the proxy will be voted in the discretion of the proxyholders with
respect to such other business as may properly come before the meeting. A
stockholder may revoke a proxy at any time prior to the voting thereof.
There were outstanding as of the close of business on December 11, 1998,
the record date for the determination of stockholders entitled to notice of and
to vote at the meeting, 3,670,000 shares of Common Stock of the Company. Each
share of Common Stock is entitled to one vote on each matter brought before the
meeting.
BENEFICIAL OWNERSHIP OF MORE THAN 5%
OF THE OUTSTANDING COMMON STOCK
The following table sets forth information regarding the beneficial
ownership of Common Stock by each person known to management of the Company to
own beneficially 5% or more of the issued and outstanding Common Stock as of
December 11, 1998:
Beneficial Ownership (a)
-------------------------------
Number of
Name (b) Shares Percent
- --------------------- ------------- ----------
Emanuel N. Logothetis 1,177,722 (c) 32.1%
Helen Logothetis 1,177,722 (d) 32.1
Nick M. Logothetis 506,722 13.8
Steven Logothetis 476,622 13.0
Julie Logothetis 496,348 13.5
- ----------
(a) Asused in this Proxy Statement, "beneficial ownership" means the sole or
shared power to direct the voting and/or disposition of shares of Common
Stock.
(b) Emanuel N. Logothetis is the husband of Helen Logothetis. They are the
parents of Nick M. Logothetis, Steven Logothetis and Julie Logothetis. The
address of the members of the Logothetis family is 1245 U.S. Route 1 South,
Edison, New Jersey 08837.
(c) Consists of 807,100 shares of Common Stock as to which Mr. Logothetis has
sole voting and disposition power and the 370,622 shares referred to in (d)
below that are beneficially owned solely by Helen Logothetis, as to which
shares he disclaims beneficial ownership.
(d) Consists of 370,622 shares of Common Stock as to which Mrs. Logothetis has
sole voting and disposition power and the 807,100 shares referred to in (c)
above that are beneficially owned solely by Emanuel N. Logothetis, as to
which shares she disclaims beneficial ownership.
--1--
<PAGE>
BENEFICIAL OWNERSHIP OF MANAGEMENT
The following table sets forth certain information, as of December 11,
1998, with respect to the ownership of shares of Common Stock by (i) the current
directors of the Company, (ii) the Named Executives referred to under
"Compensation of Executive Officers--Certain Transactions," and (iii) all
directors and executive officers of the Company as a group:
Number of Shares of
Common Stock and Percent of
Name Class Beneficially Owned (a)
---- ---------------------------
Richard Barnitt --
Bernard G. Clarkin 4,000
Paul DeBacco 5,000
Stephen Demanovich 5,000
Robert W. Howard 6,000
Emanuel N. Logothetis 1,177,722 (32.1%)
Nick M. Logothetis 506,722 (13.8%)
Steven Logothetis 476,622 (13.0%)
Anthony Trotter 10,000
John G. Wellman, Jr. --
Directors and Executive
Officers as a group (11 persons) 2,192,116 (58.0%)
- ----------
(a) Except for the 370,622 shares of Common Stock owned by his wife and
attributed to Emanuel N. Logothetis, as more fully set forth under
"Beneficial Ownership Of More Than 5% Of The Outstanding Common Stock,"
such person has sole voting and disposition power with respect to the
shares shown in this column. Unless otherwise indicated, beneficial
ownership of any named individual does not exceed 1% of the outstanding
shares.
ELECTION OF DIRECTORS--DIRECTOR COMPENSATION
Six directors are to be elected to serve until the next Annual Meeting of
Stockholders and until their successors shall have been duly elected and
qualified. All of the nominees listed below are currently members of the Board
of Directors. The nominees for directors have consented to serve if elected, and
the Company has no reason to believe that any of the nominees will be unable to
serve. Should any nominee become unavailable for any reason, proxies will be
voted for the alternate candidate, if any, chosen by the Board of Directors.
The following information respecting the nominees has been furnished by them.
<TABLE>
<CAPTION>
Principal Occupation Director
Name Age or Employment Since
---- --- ------------- -----
<S> <C> <C> <C>
Richard Barnitt 60 Financial Consultant(a) 1996
Paul DeBacco 69 President, Michael Christopher Group, Inc. 1986
consultants to management(b)
Robert W. Howard 56 Chairman, Reisen Lumber Industries, Inc.(c) 1988
Emanuel N. Logothetis 68 Chairman of the Board, President and 1965
Chief Executive Officer of the Company(d)
Nick M. Logothetis 46 President, Chartwell Consulting Group 1980
Steven Logothetis 44 Attorney(e) 1981
</TABLE>
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(a) Mr. Barnitt has served as a financial consultant to various companies,
including the Company (since 1989), since his retirement in 1988 from Kidde
Inc., where he had been employed since 1963, most recently as Senior Vice
President and Chief Financial Officer.
(b) Mr. DeBacco was employed by Hallmark Cards, Inc. from 1965 until his
retirement in 1985, most recently as Vice President of Human Resources.
(c) Mr. Howard served as Executive Vice President of Reisen Lumber and Millwork
Company from 1981 to April 1986 when he was made President of Reisen Lumber
Industries. He was named Chairman of the Board of Reisen in 1995.
(d) Emanuel N. Logothetis founded the Company in 1965 and was President and
Chief Executive Officer until August 10, 1987, when he was elected Chairman
of the Board. He was re-elected President on August 3, 1988.
(e) Steven Logothetis is an attorney and investor. He was president of Pentacle
Corporation ("Pentacle") until November 1993. Pentacle is owned by members
of the Logothetis family and is engaged in certain real estate operations.
-- 2 --
<PAGE>
The Board of Directors held four meetings during the 1998 fiscal year.
Directors who are not employees of the Company receive directors' fees of $500
for each day that they attend meetings of the Board or a committee thereof and
are reimbursed for their out-of-pocket expenses incurred in connection with
their activities as directors. Also, such directors receive a monthly retainer
of $400. During fiscal 1998, Richard Barnitt received fees of $12,000 for his
services as a financial consultant to the Company. Paul DeBacco received fees of
$20,000 for human resource consulting services to the Company in fiscal 1998.
Mr. Barnitt and Mr. DeBacco are continuing to provide consulting services to the
Company in fiscal 1999.
The Board of Directors has designated from among its members an Audit
Committee which reviews with the Company's independent accountants the scope of
the annual audit and the result of such audit as well as the Company's financial
and accounting practices and controls. The Audit Committee, which consisted of
Robert W. Howard and Richard Barnitt, met with the Company's independent
accountants two times during fiscal 1998. Paul DeBacco and Nick M. Logothetis
served on the Compensation Committee that reviews executive compensation on an
annual basis. The Compensation Committee met one time during fiscal 1998. The
Board of Directors has not designated a nominating committee or other committee
performing a similar function.
COMPENSATION OF EXECUTIVE OFFICERS--CERTAIN TRANSACTIONS
Executive Compensation
Set forth below is certain summary information with respect to the
compensation of the Company's Chief Executive Officer and each other executive
officer whose salary and bonus for the fiscal year ended September 30, 1998
exceeded $100,000 (the "Named Executives").
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Long-Term
Compensation
Awards
-----------
Shares of
Annual Compensation Common Stock All Other
Name and ----------------------- Underlying Compensation
Principal Position Year Salary ($) Bonus ($) Options (#) ($)(1)
------------------ ---- ---------- --------- ----------- -------
<S> <C> <C> <C> <C> <C>
Emanuel N. Logothetis 1998 $129,160 $121,300 -- $ --
Chairman of the Board, President, 1997 129,160 100,000 -- --
and Chief Executive Officer 1996 129,160 -- -- --
John G. Wellman 1998 102,309 -- 100,000 15,327
Executive Vice President,
and Chief Operating Officer (2)
Bernard G. Clarkin 1998 100,000 20,000 5,000 1,875
Vice President and 1997 80,000 20,000 -- 1,169
Chief Financial Officer (3) 1996 80,000 8,626 -- 1,329
Stephen Demanovich 1998 100,000 25,740 5,000 1,886
Vice President (4) 1997 75,000 28,150 -- 1,543
Anthony W. Trotter 1998 125,000 35,000 -- --
Vice President (5)
</TABLE>
- ----------
(1) Represents the Company's matching of voluntary contributions by such person
under its 401-k Plan. In addition, in the case of Mr. Wellman, the amount
includes $13,758 that the Company paid to him to cover moving and other
expenses related to his acceptance of employment with the Company and
relocation to New Jersey.
(2) Mr. Wellman joined the Company as Executive Vice President and Chief
Operating Officer in March 1998. His annual salary is $200,000. The
agreement entered into at the time of Mr. Wellman's employment provides for
a payment to him of $100,000 if his employment is terminated for any reason
other than fraud or willful misconduct or conviction of a felony during the
first year of his employment. Mr. Wellman would be entitled to an
additional $100,000 if such termination follows a change of ownership of
the Company.
(3) In the event Mr. Clarkin's employment is actually or constructively
terminated following an acquisition, merger or change in control of the
Company, he would be entitled to receive two years' compensation and his
unvested options would automatically vest.
(4) Mr. Demanovich was elected a Vice President in May 1997.
(5) Mr. Trotter was elected a Vice President in February 1998.
-- 3 --
<PAGE>
Stock Options
The following table contains information covering the option granted to
Named Executives during the fiscal year ended September 30, 1998 pursuant to the
Company's 1991 Stock Option Plan.
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
Number of Percent of
Shares of Total Options
Common Stock Granted to
Underlying Employees in Exercise Grant Date
Options Granted Fiscal Price Expiration Present Value
Name (#) 1998 ($/Sh) Date ($)(3)
---- --------------- ------------- ------ ---------- -------------
<S> <C> <C> <C> <C> <C>
John G. Wellman 100,000 (1) 91.0% $5.38 March 1, 2008 $285,000
Bernard G. Clarkin 5,000 (2) 4.5% 4.00 July 1, 2008 8,200
Stephen Demanovich 5,000 (2) 4.5% 4.00 July 1, 2008 8,200
</TABLE>
- ----------
(1) Such option was granted at 100% of fair market value on the date of grant
and becomes exercisable as to 20% of the shares covered thereby on each of
the first five anniversary dates of the date of grant.
(2) Such options were granted at 100% of fair market value on the date of grant
and become exercisable as to 50% of the shares covered thereby on each of
the first two anniversary dates of the date of grant.
(3) The Grant Date Present Value has been calculated using the Black-Scholes
option pricing model and assumes a risk-free rate of return of 7.5%, an
option term of ten years, a dividend yield of 0% and a stock volatility of
50%. No adjustment was made for nontransferability or forfeitures. Such
assumptions are based upon historical experience and are not a forecast of
future stock price performance or volatility or of future dividend policy.
Such information, which is presented in accordance with the requirements of
the Securities and Exchange Commission, is not necessarily indicative of
the actual value that such options will have to the Named Executive, which
will be dependent upon market prices for the Common Stock.
The following table sets forth information with respect to unexercised
options held by the Named Executives at September 30, 1998.
FISCAL YEAR END OPTIONS VALUES
<TABLE>
<CAPTION>
Number of Shares of
Common Stock Value of Unexercised
Underlying In-the-Money
Unexercised Options at Options at
September 30, 1998 (#) September 30, 1998 ($) (1)
---------------------- --------------------------
Exercisable/ Exercisable/
Name Unexercisable Unexercisable
---- ------------- -------------
<S> <C> <C>
Bernard G. Clarkin 4,000/5,000 $1,500/0
Stephen Demanovich 5,000/5,000 0/0
Anthony W. Trotter 10,000/90,000 0/0
John G. Wellman, Jr. 0/100,000 0/0
</TABLE>
- ----------
(1) Calculated by determining the difference between the exercise price and the
closing price of the Company's Common Stock on the American Stock Exchange
for September 30, 1998.
-- 4 --
<PAGE>
Report of the Compensation Committee
The Joule Compensation Committee administers the compensation program for
the senior management group. Included in this group are the Chief Executive
Officer, the Executive Vice President and Chief Operating Officer, other
corporate officers and selected key managers. The committee is composed of
directors who are not employees of the Company.
The annual salary of the Chief Executive Officer has been $129,160 for each
of the last three years. The Chief Executive Officer is not eligible to receive
options under the terms of the Company's stock option plan. In determining
whether changes in the compensation level of the Chief Executive Officer would
be appropriate, the Compensation Committee considers the overall performance of
the Company for the prior year. Specific performance criteria have not been
established in this regard. In 1998, bonus payments of $121,300 were made to the
Chief Executive Officer.
Salary levels for the other members of the senior management group have
been established and are based on external salary information obtained through
personal contact. The information gathered is evaluated by the Compensation
Committee in light of the current responsibilities of the individuals involved
and serves as the basis for salary change recommendations. The determination of
whether an individual will receive a bonus is based on a subjective evaluation
of the individual's performance on the job as well as unit and overall corporate
performance. Any compensation change made to members of the senior management
group will have the approval of the Committee and the Chief Executive Officer.
Compensation Committee
Paul DeBacco
Nick M. Logothetis
Compensation Committee Interlocks and Insider Participation
Nick M. Logothetis, a member of the Compensation Committee, served as
President of the Company from August 1987 to August 1988. Prior thereto, he was
Executive Vice President of the Company from March 1980.
-- 5 --
<PAGE>
Performance Graph
Set forth below is a graph comparing the total returns (assuming
reinvestment of dividends) of the Company, the American Stock Exchange Market
Index and a Peer Group Index comprised of companies engaged in the help supply
services business. The graph assumes $100 invested on October 1, 1993 in the
Company and each of the indices.
COMPARE 5-YEAR CUMULATIVE TOTAL RETURN AMONG JOULE INC.,
AMEX MARKET INDEX AND SIC CODE INDEX
[THE FOLLOWING TABLE WAS REPRESENTED BY A LINE GRAPH IN THE PRINTED MATERIAL.]
ASSUMES $100 INVESTED ON OCT. 1, 1993
ASSUMES DIVIDEND REINVESTED
FISCAL YEAR ENDING SEPT. 30, 1998
<TABLE>
<CAPTION>
Fiscal Year Ending
- -----------------------------------------------------------------------------------
Company/Index/Market 9/30/93 9/30/94 9/29/95 9/30/96 9/30/97 9/30/98
- -----------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Joule Inc. 100.00 88.24 208.82 252.94 247.06 141.18
Peer Group Index 100.00 129.22 149.93 194.07 245.60 181.25
AMEX Market Index 100.00 101.92 122.80 127.81 155.42 135.76
</TABLE>
-- 6 --
<PAGE>
Certain Transactions
During the fiscal year ended September 30, 1998, the Company leased three
properties used in its operations from Emanuel N. Logothetis. Emanuel N.
Logothetis is Chairman of the Board, President and Chief Executive Officer of
the Company. In the opinion of management, the terms of such leases, which
provided for an aggregate annual rent of $50,000, plus applicable real estate
taxes, for fiscal 1998 and are continuing at the same rate in fiscal 1999, were
when made and are fair to the Company and not less favorable than would have
been and are available from unaffiliated parties.
In August 1997, the Company entered into a three-year lease with the
purchaser of property formerly owned by Pentacle. The annual rental for such
property is $133,000. A portion of such property, which had previously been
leased by the Company from Pentacle for $12,000 per year, continues to be used
by the Company. The Company has subleased the remainder of the property to Kahle
Engineering Corp., a manufacturing company that is wholly owned by the
Logothetis family, for approximately $120,000 per year.
The Company provided temporary office services to Symphony Suites, a
company owned by Nick M. Logothetis. Billing rates are comparable to those used
for other customers; amounts charged during fiscal 1998 were $260,000 and
$33,000 was outstanding at September 30, 1998. The highest amount outstanding
during fiscal 1998 was $44,000.
The Company's Board of Directors has approved the transactions outlined
above. Any substantial change in the terms of any such transactions and any
additional transactions with affiliates of the Company will be submitted to the
Board for approval.
-- 7 --
<PAGE>
MISCELLANEOUS
Relationship with Independent Accountants
The Board of Directors has appointed Arthur Andersen LLP, independent
public accountants, to audit the accounts of the Company and its subsidiaries
for the fiscal year ending September 30, 1999. Arthur Andersen LLP has acted in
this capacity since 1994. Arthur Andersen LLP has advised the Company that
neither the firm nor any of its members or associates has any direct financial
interest or any material indirect financial interest in the Company or any of
its affiliates other than as accountants. A representative of Arthur Andersen
LLP is expected to be at the meeting.
Other Action
The management has at this time no knowledge of any matters to be brought
before the Annual Meeting other than those referred to above. If any additional
matters should properly come before the meeting, it is the intention of the
persons named in the enclosed proxy to vote said proxy in accordance with their
judgment on such matters.
Stockholder Proposals
Any proposal that a stockholder desires to present to the 2000 Annual
Meeting must be received by the Company at the above address on or prior to
September 8, 1999 in order for such proposal to be considered for inclusion in
the proxy statement and form of proxy for such meeting.
Expenses of Solicitation
The cost of this solicitation will be borne by the Company. In addition to
solicitation by mail, proxies may be solicited by officers, directors and
regular employees of the Company personally or by telephone or other means of
communication. The Company will, upon request, reimburse brokers and other
nominees for their reasonable expenses in forwarding proxy material to the
beneficial owners of the stock held of record for such persons and seeking
instructions with respect thereto.
By Order of the Board of Directors
Bernard G. Clarkin
Secretary
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10-K REPORT
Upon written request, the Company will provide, without charge, a copy of
its Annual Report on Form 10-K, including the financial statements and the
financial statement schedules thereto, but without exhibits, as filed with the
Securities and Exchange Commission, for the fiscal year ended September 30,
1998. Copies of the exhibits will be furnished at the Company's cost for the
reproduction, postage and handling thereof. Letters requesting the Form 10-K
should be addressed to the Secretary, Joule Inc., 1245 U.S. Route 1 South,
Edison, New Jersey 08837.
- --------------------------------------------------------------------------------
-- 8 --
<PAGE>
JOULE INC.
1245 U.S. Route 1 South
Edison, New Jersey 08837
<PAGE>
<TABLE>
<CAPTION>
JOULE INC.
PROXY FOR ANNUAL MEETING OF STOCKHOLDERS -
FEBRUARY 3, 1999 This Proxy is Solicited on
Behalf of the Board of Directors
<S> <C> <C>
|_| I plan to attend the meeting.
1. Election of Directors. |_| FOR all nominees |_| WITHHOLD AUTHORITY
(except as indicated to the contrary) to vote for all nominees.
Nominees: Richard Barnitt, Paul DeBacco, Robert W. Howard, Emanuel N. Logothetis,
Nick M. Logothetis and Steven Logothetis.
(Instruction: To withhold authority to vote for any individual nominee, write that nominee's
name in the space provided below.)
--------------------------------------------------------------------------------------------
2. 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 SIGNED STOCKHOLDER. IF NO DIRECTION IS
GIVEN, THIS PROXY WILL BE VOTED "FOR ALL NOMINEES" IN ITEM 1.
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE.
(Continued on reverse side)
</TABLE>
<PAGE>
JOULE INC.
PROXY FOR ANNUAL MEETING OF STOCKHOLDERS - FEBRUARY 3, 1999
The undersigned hereby appoints Emanuel N. Logothetis and Bernard G.
Clarkin, and each of them, Proxies, with full power of substitution in each, to
represent and to vote, as designated, all shares of Common Stock of Joule Inc.
that the undersigned is entitled to vote at the Annual Meeting of Stockholders
to be held on February 3, 1999, and at all adjournments thereof, upon and in
respect of the matters set forth on the reverse side hereof.
Dated:_________________________________, 1999
_____________________________________________
Signature
_____________________________________________
Signature if held jointly
Please sign exactly as name appears to the
left. When shares are held jointly, each
stockholder named should sign. When signing
as attorney, executor, administrator, trustee
or guardian, you should so indicate. If a
corporation, please sign in full corporate
name by duly authorized officer. If a
partnership, please sign in partnership name
by authorized person.
