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. )
FOR ANNUAL MEETING FOR FISCAL YEAR ENDED MARCH 31, 1999
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 ss.240.14a-11(c) or ss.240.14a-12
ASTREX, 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)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11: (1)
4) Proposed maximum aggregate value of transaction: __________________.
(1) Set forth the amount on which the filing fee is calculated and state how it
was determined.
[ ] Fee paid 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 of Schedule and date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No:
3) Filing Party:
4) Date Filed:
<PAGE>
November 12, 1999
Dear Stockholder:
You are cordially invited to attend the Annual Meeting of Stockholders of
Astrex, Inc. for the fiscal year ended March 31, 1999 on Tuesday, December 14,
1999 at 11:00 a.m. at the offices of the Company, 205 Express Street, Plainview,
New York.
The Board of Directors appreciates and encourages stockholder
participation in the Company's affairs. Whether or not you plan to attend the
Annual Meeting, it is important that your shares be represented and voted.
Please mark, sign, date and return your proxy at your earliest convenience in
the envelope provided, which requires no postage if mailed in the United States.
If you have multiple stockholder accounts and receive more than one set of these
materials, please be sure to vote each proxy and return it in the postage-paid
envelope provided.
Thank you for your continued interest and cooperation.
Very truly yours,
/s/ JOHN C. LORING /s/ MICHAEL MCGUIRE
JOHN C. LORING MICHAEL MCGUIRE
Chairman of the President and
Board of Directors Chief Executive Officer
<PAGE>
ASTREX, INC.
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
Notice is hereby given that the Annual Meeting of Stockholders of Astrex,
Inc. (the "Company") for the fiscal year ended March 31, 1999 will be held on
Tuesday, December 14, 1999 at 11:00 a.m. EST at the offices of the Company, 205
Express Street, Plainview, New York 11803 for the following purposes:
(1) to elect two directors, and
(2) to consider and act upon any other matter which may properly come
before the meeting or any adjournment thereof.
The holders of record of Common Stock at 5:00 p.m. EST November 8, 1999
will be entitled to notice of and to vote at the Annual Meeting or any
adjournment or postponement thereof. A list of the holders of record of the
Common Stock as of 5:00 p.m. November 8, 1999 will be open to the examination of
any such stockholder for any purpose germane to the Annual Meeting after
November 11, 1999 at the Company's offices at 205 Express Street, Plainview, New
York, during normal business hours.
By Order of the Board of Directors
/s/ LORI A. SARNATARO
LORI A. SARNATARO
Secretary
Dated: November 12, 1999
IMPORTANT
You are cordially invited to attend the Annual Meeting in person. Even if you
plan to be present, please mark, sign, date, and return the enclosed proxy at
your earliest convenience in the envelope provided, which requires no postage if
mailed in the United States. If you attend the meeting, you may vote either in
person or by your proxy.
<PAGE>
ASTREX, INC.
PROXY STATEMENT
FOR ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON DECEMBER 14, 1999
General Information
This Proxy Statement is furnished to stockholders of Astrex, Inc., a
Delaware corporation (the "Company" or "Astrex") in connection with the
solicitation by the Board of Directors of proxies for use at the Annual Meeting
of Stockholders for the fiscal year ended March 31, 1999 to be held on Tuesday,
December 14, 1999 at 11:00 a.m. at the principal executive offices of the
Company, 205 Express Street, Plainview, New York 11803 and at any adjournment or
postponement thereof, for the purposes set forth in the foregoing Notice of
Annual Meeting of Stockholders.
At 5:00 p.m. EST on November 8, 1999 (the "record date") there were
outstanding and entitled to vote 5,629,277 shares of the Company's $0.01 par
value common stock (the "Common Stock"). The holders of record of Common Stock
on the record date will be entitled to one vote per share.
A copy of the Company's Form 10-KSB Annual Report for the fiscal year
ended March 31, 1999 ("Form 10-KSB") which has been adopted by the Company as
its Annual Report for the fiscal year ended March 31, 1999 has been or is being
furnished (together with a copy of the Company's Form 10-QSB Quarterly Report
for the second quarter ended September 30, 1999) with the proxy materials, which
are being mailed on or about November 12, 1999 to the holders of record of
Common Stock on the record date.
Voting and Proxy Procedures
Properly executed proxies received in time for the meeting will be voted.
Stockholders are urged to specify their choices on the proxy, but if no choice
is specified, eligible shares will be voted in favor of the Proposals below and
to elect the persons named below as directors and for the terms set forth below.
At the date of this Proxy Statement management of the Company knows of no other
matters which are likely to be brought before the Annual Meeting. However, if
any other matters should properly come before the Meeting, the persons named in
the enclosed proxy will have discretionary authority to vote such proxy in
accordance with their best judgment on such matters.
If the enclosed proxy is executed and returned, it may nevertheless be
revoked by a later-dated proxy or by written notice filed with the Secretary at
the Company's executive offices at any time before the proxy is exercised.
Stockholders attending the Annual Meeting may revoke their proxies and vote in
person. The Company's executive offices are located at 205 Express Street,
Plainview, New York 11803.
The holders of a majority of the total shares of Common Stock issued and
outstanding at the record date, whether present in person or represented by
proxy, will constitute a quorum for the transaction of business at the Annual
Meeting. The affirmative vote of a plurality of the total shares of Common Stock
present in person or represented by proxy and entitled to vote at the
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<PAGE>
Annual Meeting is required for the election of directors and the affirmative
vote of a majority of the total shares of Common Stock present in person or
represented by proxy and entitled to vote at the Meeting is required for the
approval of any other matters as may properly come before the Meeting or any
adjournment or postponement thereof.
Abstentions and broker non-votes are counted toward the calculation of a
quorum. An abstention with respect to election of directors will have no effect
in determining whether a director has received a plurality of votes. For all
other purposes, an abstention will be included in determining the majority
needed for passage of a proposal and will have the same effect as a vote against
the proposal. Broker non-votes will not be considered in determining the
majority needed for passage of a proposal because they are not deemed "present"
for vote on a proposal and therefore will have no effect on the outcome of
either a proposal or an election.
The cost of solicitation of proxies will be paid by the Company. In
addition to solicitation by mail, proxies may be solicited by the directors,
officers and employees of the Company, without additional compensation, by
personal interview, telephone, telegram or otherwise. Arrangements will also be
made with brokerage firms and other custodians, nominees and fiduciaries who
hold the voting securities of record for the forwarding of solicitation
materials to the beneficial owners thereof. The Company will reimburse such
brokers, custodians, nominees and fiduciaries for reasonable out-of-pocket
expenses incurred by them in connection therewith.
OWNERSHIP OF COMMON STOCK
The following table sets forth the number and percentage of shares of the
Company's Common Stock beneficially owned as of the record date by persons who
are known by the Company to be the beneficial owners of more than 5% of the
Company's outstanding Common Stock as of the record date, and the directors of
the Company and its chief executive officer, and all officers and directors of
the Company as a group. For purposes of this Proxy Statement, beneficial
ownership is defined in accordance with the rules of the Securities and Exchange
Commission (the "Commission") to mean generally the power to vote or dispose of
shares, regardless of any economic interest therein. The persons listed have
sole voting power and sole dispositive power with respect to all shares set
forth in the table unless otherwise specified in the footnotes to the table.
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<PAGE>
Beneficial Holders Of More Than 5% Of Common Stock
<TABLE>
<CAPTION>
======================================================================================================
Name and Address of Beneficial Owners Amount and Nature of Percentage(1)
Beneficial Ownership Of Class
- ------------------------------------------------------------------------------------------------------
<S> <C> <C>
Howard Amster(2) 1,209,311(2) 21.48%
205 Express Street
Plainview, New York 11803
- ------------------------------------------------------------------------------------------------------
William Costaras 336,184 5.97%
22674 Halburton Road
Beachwood, Ohio 44122
- ------------------------------------------------------------------------------------------------------
FMR, Corp. (3) 565,723(3) 10.05%
82 Devonshire Street
Boston, Massachusetts 02109
- ------------------------------------------------------------------------------------------------------
Herzog, Heine, Geduld, Inc. 606,004 10.76%
26 Broadway
New York, New York 10004
- ------------------------------------------------------------------------------------------------------
John C. Loring(4) 2,180,263(4) 38.73%
205 Express Street
Plainview, New York 11803
======================================================================================================
</TABLE>
Officer and Director Holdings Of Common Stock
<TABLE>
<CAPTION>
======================================================================================================
Name and Address of Beneficial Owners Amount and Nature of Percentage(1)
Beneficial Ownership Of Class
- ------------------------------------------------------------------------------------------------------
<S> <C> <C>
Howard Amster(2) 1,209,311(2) 21.48%
- ------------------------------------------------------------------------------------------------------
John C. Loring(4) 2,180,263(4) 38.73%
- ------------------------------------------------------------------------------------------------------
Michael McGuire(5) 242,975(5) 4.32%
- ------------------------------------------------------------------------------------------------------
Mark Schindler 1,449 *
- ------------------------------------------------------------------------------------------------------
David S. Zlatin 10,262 *
- ------------------------------------------------------------------------------------------------------
Wayne Miller 44,000 *
- ------------------------------------------------------------------------------------------------------
All Other Officers 35,000 *
- ------------------------------------------------------------------------------------------------------
All Officers and Directors as a group (9 persons) 3,723,260 66.14%
======================================================================================================
</TABLE>
* Less than 1%.
(1) Based on 5,629,277 shares outstanding.
(2) Includes 73,886 shares owned by his spouse, the beneficial ownership of
which he disclaims.
(3) 565,723 shares are beneficially owned by Fidelity Equity Income Fund, its
wholly owned subsidiary.
(4) Includes 271,970 shares owned by his spouse's IRA, the beneficial
ownership of which he disclaims.
(5) Includes 90,537 shares owned by his spouse's IRA, the beneficial ownership
of which he disclaims.
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<PAGE>
ELECTION OF DIRECTORS
(Proposal 1)
Pursuant to the Company's by-laws as amended at the previous annual
meeting Class III directors, a class consisting of two directors (presently
Howard Amster and John C. Loring), are to be elected to a term of three years at
this annual meeting.
The Board of Directors has nominated Howard Amster and John C. Loring to
continue as the Company's Class III Directors and it is the intention of the
persons named in the enclosed proxy to vote such proxy for the election of such
nominees.
Management of the Company does not contemplate that the nominee will
become unavailable for any reason, but if that should occur before the meeting
or should there be additional board vacancies, proxies that do not withhold
authority to vote for directors will be voted for another nominee, or other
nominees, in accordance with the best judgment of the person or persons
appointed to vote the proxy.
The enclosed form of proxy provides a means to vote for the nominee listed
therein or to withhold authority to vote for such nominee. Each properly
executed proxy received in time for the meeting will be voted as specified
therein, or if a stockholder does not specify in the executed proxy how the
shares represented by the proxy are to be voted, such shares shall be voted for
the nominee listed therein or for other nominees as provided above.
DIRECTORS AND OFFICERS OF THE COMPANY
The following table sets forth for current officers and directors and the
nominee for election as director, (i) that person's name, (ii) if applicable the
Director Class nominated for, (iii) all positions with the Company held by that
person, (iv) that person's age, (v) that person's principal occupation for the
past five years and (vi) with respect to nominees for election as directors, the
date on which that person first became a director or officer of the Company.
Unless otherwise indicated, each person has held the position shown, or has been
associated with the named employer in an executive capacity, for more than five
years. The present terms of the directors for Classes I, II, & III are for three
years respectively and for all directors elected at this annual meeting and
hereafter regardless of class, three years, or until their respective successors
are elected and qualified. The terms of the classes of directors are staggered
in order of roman numeral class number so that one class of directors is elected
each year. The terms of officers expire at the pleasure of the Board of
Directors.
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<PAGE>
Name, Age, Cal. Year First
Became a Director or Officer &
Director Class if applicable Principal Occupation
- ---------------------------- --------------------
Howard Amster Private investor and registered
Director representative with Everen
52 - since 1992 Securities, Inc., Cleveland,
Class III Director and Ohio. Director, Geauga Savings
nominated to continue Bank, a northern Ohio savings
as such and loan; formerly Trustee,
CleveTrust Realty Investors, a
former real estate company.
John C. Loring Attorney and private investor,
Director and Chairman Chicago, Illinois. Director of
55 - since 1988 Geauga Savings Bank, a northern
Class III Director and Ohio savings and loan, and
Nominated to continue formerly: Vice Chairman and a
as such. director of GalVest, Inc., a
Houston oil and gas company,
director of Weatherford
International, a Houston well
servicing company, director of
Fleet Aerospace, Inc., a Toronto
manufacturer of components for
the aerospace market, and
director of Guardian Bankcorp.,
Inc., a former Los Angeles Bank.
Michael McGuire Mr. Michael McGuire joined the
Director, CEO Company in 1969. Prior to
and President becoming CEO and President he
45 - since 1991 was the Company's General
Class I Director Manager and Director of
Operations. Mr. Michael McGuire
is not related to Mr. Robert
McGuire.
Robert McGuire Mr. Robert McGuire joined the
Executive Vice President Company in 1981. Prior to
50 - since 1997 becoming an Executive Vice
President he held the position
of Warehouse Manager. He has
worked in the distribution
industry since 1976. Mr. Robert
McGuire is not related to Mr.
Michael McGuire.
Wayne Miller Mr. Miller joined the Company in
Executive Vice President 1996 as the Director of New
45 - since 1997 Business Development. Prior to
joining the Company Mr. Miller
was Director of Sales for Summit
Radio Corporation for a year and
a half and prior to that time
General Manager of Time
Electronics, Inc., a division of
Avnet, Inc., for fifteen years.
He has worked in the electronics
distribution industry since
1975.
Lori A. Sarnataro Prior to joining the Company in
CFO, Executive Vice President, Treasurer 1998, Ms. Sarnataro, a Certified
and Secretary Public Accountant, was employed
34 - since 1998 with Physician Computer Network,
Inc. for five years as Manager
of Corporate Accounting and
Systems Implementation. Prior to
that she was employed with KPMG
Peat Marwick for five years as a
Senior Accountant and Tax
Specialist.
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<PAGE>
Mark Schindler Mr. Schindler is a self-employed
Director consultant, private investor,
78 - since 1960 and Secretary, Treasurer and
Class II Director Director of Madison Venture
Capital II, Inc., New York, New
York. Mr. Schindler founded
Astrex, Inc.
Nancy Shields Ms. Shields joined the Company
Vice President in 1990. Prior to becoming Vice
42 - since 1995 President she was the Corporate
Product Manager and has worked
in the electronics distribution
industry since 1977.
David S. Zlatin Chief Operating Officer of Ramat
Director Securities, Ltd., Rabbi and
48 - since 1993 private investor.
Class II Director
Messrs. Amster, Loring and Michael McGuire are members of the Board
Executive Committee. In addition John C. Loring is Chairman and Secretary of the
Company's wholly owned subsidiary AVest, Inc., and David Zlatin is President and
Treasurer of AVest, Inc. They are also AVest's two directors. The directors of
the Company's wholly owned subsidiary T.F. Cushing, Inc. are the same as for the
Company and Mr. Michael McGuire is its President and Chief Operating Officer and
Ms. Sarnataro is its Chief Financial Officer, Treasurer and Secretary.
The Board of Directors held six meetings during fiscal year ended March
31, 1999. Each of the directors of the Company attended each of those meetings.
Other than the Executive Committee there were no active standing committees of
the Board of Directors during that fiscal year. During the fiscal years ended
March 31, 1999 and 1998 the board of directors meeting fee for directors who are
not full time employees of the Company was $750 per meeting. Pursuant to this
arrangement each of the directors, other than Mr. McGuire, received $4,500 each
in fiscal year ended 1999 and $3,000 each for fiscal year ended 1998. In
addition, during the fiscal year ended March 31, 1999 and 1998 (i) Mr. Loring
for services as Chairman of the Board and the Executive committee received
$25,000 and $29,500 respectively, (ii) Mr. Amster for his services on the
Executive Committee received $29,500. In fiscal year ended March 31, 1999 Mr.
Loring received an additional $15,000 for services with respect to a business
acquisition and certain other matters.
COMPENSATION OF OFFICERS
The following table shows information concerning the compensation paid or
awarded by the Company and its subsidiaries for services to its Chief Executive
Officer and Executive Vice President of Sales during fiscal years ended March
31, 1999, 1998 and 1997. Other then Mr. McGuire and Mr. Miller there were no
executive officers of the Company whose compensation was or exceeded $100,000.
The Company (i) has no retirement, pension, profit sharing, stock option, stock
appreciation rights or long term incentive plans for the years in question, (ii)
has not awarded any bonuses during or for the years in question, except as set
forth in the table below, and to one other executive officer, and (iii) has no
employment contracts or termination of employment and change of control
arrangements for any of the Company's executive officers.
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<PAGE>
In the first quarter of fiscal year 1997, the Company awarded 135,000
unregistered shares of the Company's common stock to 19 employees (including Mr.
McGuire who received 15,000 shares), none of whom received more than 15,000
shares. To the extent an employee ceases to be employed by the Company prior to
March 31, 2000 (other than on account of death) the shares awarded to said
employee are forfeited to the Company. It is not expected that any dividends
will be paid on these shares for the foreseeable future.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Annual Compensation Long Term Compensation
Name and Principal Position Fiscal Year Salary Bonus Restricted Stock Award
- ----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Michael McGuire 1999 $164,577 $61,000 --
CEO & President --------------------------------------------------------------------------------
1998 $161,000 $57,360 --
--------------------------------------------------------------------------------
1997 $161,000 $57,360 $4,650(1)
- ----------------------------------------------------------------------------------------------------------------
Wayne Miller 1999 $105,023 -- --
Executive Vice President of --------------------------------------------------------------------------------
Sales 1998 $101,506 -- --
- ----------------------------------------------------------------------------------------------------------------
1997 $ 99,156 -- $4,650(1)
- ----------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Mr. McGuire and Mr. Miller were each given 15,000 shares of Common stock as
compensation in fiscal year 1997 with a fair market value of 31 cents per share.
At March 31, 1999 the fair market value of the 30,000 shares were 28 cents per
share for an aggregate fair value of $8,400.
The Company is not aware of any persons who failed to file on a timely
basis any reports relating to the Company required by Section 16(a) of the
Securities Exchange Act during the fiscal year that ended March 31, 1999 or
thereafter.
RELATED TRANSACTIONS
In December 1997, during the fiscal year ended March 31, 1998, the Company
purchased 913,586 shares of its Common Stock from Libra-Wilshire Partnership LP,
a California limited Partnership ("Libra"), at twenty nine cents a share for a
total purchase price of $264,940. These shares represented all of the shares of
the Common Stock of the Company held by Libra and constituted approximately 17%
of the outstanding shares of the Company at the time of the purchase. The
transaction was initiated by Libra.
In July 1998, during the fiscal year to end March 31, 1999, in order to
fund a business acquisition the Company privately placed 1,200,000 initially
(and still) unregistered shares of Astrex Common Stock with its Chairman of the
Board and his family at twenty five cents a share for a total consideration of
$300,000 ("Private Placement"). The business acquisition which gave rise to the
Private Placement was neither known or contemplated at the time of the Libra
transaction described above. At the time of the Private Placement the per share
market price of Astrex Common Stock is reported to have been 11/32 bid and 7/16
asked. Prior to the Private Placement the Chairman and his family owned 980,263
shares. The subscription agreement provided among other things that in the event
Astrex did not make a rights offering on similar terms to substantially all its
shareholders by November 1998 (which in fact did not occur) then
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<PAGE>
the Company would have an option, but not the obligation, to buy back the
1,200,000 shares during February 1999 for $318,000. (In such an eventuality and
treating $18,000 of the repurchase price as 'interest', the rate on an
annualized basis would have been approximately 10%). In February 1999 the Board
of Directors (without the participation in any way of Mr. Loring) determined
that it would not be in the best interests of the Company to exercise the
Company's option for those 1,200,000 shares.
RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors has selected Grant Thornton LLP as the Company's
independent public accountants for the current year. Representatives of Grant
Thornton LLP are expected to be present at the meeting, with the opportunity to
make a statement if they desire to do so, and will be available to respond to
appropriate questions. The Board of Directors of the Company selects and
ratifies the appointments of the independent public accountants for the Company.
In fiscal year ended March 31, 1999 the Company's independent public accountants
were changed from KPMG LLP ("KPMG") to Grant Thornton LLP. The Company had and
continues to have good relations with KPMG, however in order to maintain it's
audit fees closer to past levels the Company engaged Grant Thornton to perform
the audit of the Company for the year ended March 31, 1999. While KPMG had
indicated it intended to increase its fees if it were engaged to perform the
audit of the Company for the year to end March 31, 1999 it did not resign, or in
any way decline to perform that audit if requested, and it had not been
dismissed by the Company. KPMG's accountant reports on the financial statements
of the Company for fiscal years ended March 31, 1997 and 1998 did not contain
any adverse opinions or disclaimer of opinions or modifications as to
uncertainty, audit scope or accounting principles. There had been no resolved or
unresolved disagreements between the Company and KPMG on any matter of
accounting principles or practices, financial statement disclosure, or auditing
scope or procedure which if not resolved to KPMG's satisfaction would have
caused it to make reference to the subject in connection with its report. KPMG
had not advised the Company that it had inadequate internal controls necessary
to develop reliable financial statements, had not advised the Company that it
was unwilling to rely on management's representations or be associated with
financial statements prepared by management, and had not advised the Company
that the scope of the audit should be expanded, or that information had come to
its attention which might, or which upon further investigation might, materially
impact the fairness or reliability of any previously issued or to be issued
audit report or the underlying financial statements or preclude the issuance of
an unqualified audit report.
PROPOSALS FOR NEXT ANNUAL MEETING
Any proposals of holders of Common Stock intended to be presented at the
Annual Meeting of Stockholders of the Company for the fiscal year to end March
31, 2000 must be received by the Company, addressed to the Secretary of the
Company at 205 Express Street, Plainview, New York 11803, no later than June 30,
2000, to be considered for inclusion in the Proxy Statement and form of proxy
relating to that meeting.
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<PAGE>
PROXY
ASTREX, INC.
205 Express Street Plainview, New York 11803
This Proxy is Solicited on Behalf of the Board of Directors.
The undersigned hereby appoints John C. Loring and Howard Amster and each of
them, proxies, with full power of substitution, to vote the shares of Common
Stock of Astrex, Inc. (the "Company") which the undersigned is entitled to vote
at the Annual Meeting of Stockholders for the fiscal year ended March 31, 1999
to be held on December 14, 1999 and any adjournments or postponement thereof, on
the matters set forth in the Notice of Meeting and Proxy Statement dated
November 8, 1999, as follows on the reverse side of this proxy card:
(To Be Signed On Reverse Side)
<PAGE>
Please mark your
votes as in this
example.
1. Election of Directors
Class II (for the term of three years and until a successor is elected and
shall have been qualified to so serve)
Nominees: Mr. Howard Amster and Mr. John C. Loring
[ ] For the nominees listed above [ ] Withhold authority to vote for the
nominees listed above
To withhold authority to vote for any individual nominee, print that nominee's
name in the space provided below; the Proxies shall vote for the election of any
nominee not listed below.
- -----------------------------------------------
In their discretion, the Proxies are authorized to vote on such other matters as
may properly come before the Meeting or any adjournment thereof.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY
THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS GIVEN, THIS PROXY WILL BE VOTED
FOR PROPOSAL 1 AND FOR EACH OF THE NOMINATED DIRECTORS.
Please mark, sign, date and return the proxy card promptly using the
enclosed envelope.
SIGNATURE __________________________ DATE __________________
SIGNATURE __________________________ DATE __________________
Signature if held jointly
Note: Please sign exactly as your name appears above. 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 give in full corporate name by President or other authorized
officer. If a partnership, please sign in full partnership name by authorized
person.
