<PAGE>
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
[x] Definitive Proxy Statement RULE 14C-5(D)(2))
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to (S)240.14a-11(c) or (S)240.14a-12
ENVIRONMENTAL POWER CORPORATION
-----------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
ENVIRONMENTAL POWER CORPORATION
-----------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
[_] $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:
(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:
Notes:
<PAGE>
ENVIRONMENTAL POWER CORPORATION
31 Raynes Avenue
Portsmouth, New Hampshire 03801
_______________
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
_______________
To Our Stockholders:
The Annual Meeting of Stockholders of Environmental Power Corporation, a
Delaware corporation (the "Company" or "EPC"), will be held on Thursday, June
29, 1995 at 11:00 a.m. local time, at One Harbour Place, Suite 400, Portsmouth,
New Hampshire, for the following purposes:
1. To elect a Board of Directors to serve for the ensuing year and until
their respective successors have been duly elected and qualified.
2. To transact such other business as may properly come before the meeting
or any adjournments thereof.
Only stockholders of record on the books of the Company at the close of
business on May 12, 1995 will be entitled to notice of and to vote at the
meeting.
Please sign, date and return the enclosed proxy in the enclosed envelope
at your earliest convenience. If you return your proxy, you may nevertheless
attend the meeting and vote your shares in person.
All stockholders are cordially invited to attend the meeting.
By Order of the Board of Directors,
Portsmouth, New Hampshire BAYARD R. KRAFT III
May 12, 1995 Secretary
________________________________________________________________________________
IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED AT THE MEETING. WHETHER OR NOT
YOU PLAN TO ATTEND THE MEETING, PLEASE SIGN, DATE AND MAIL THE ENCLOSED PROXY IN
THE ENCLOSED ENVELOPE, WHICH REQUIRES NO POSTAGE IN THE UNITED STATES.
________________________________________________________________________________
<PAGE>
ENVIRONMENTAL POWER CORPORATION
31 Raynes Avenue
Portsmouth, New Hampshire 03801
___________
PROXY STATEMENT
___________
May 12, 1995
Proxies in the form enclosed with this proxy statement are solicited by
the Board of Directors of Environmental Power Corporation, a Delaware
corporation (the "Company" or "EPC"), for use at the Annual Meeting of
Stockholders to be held on Thursday, June 29, 1995 at 11:00 a.m. local time, at
One Harbour Place, Suite 400, Portsmouth, New Hampshire, and any adjournments
thereof (the "Meeting").
Any stockholder may revoke a proxy at any time prior to its exercise by
filing a later-date proxy or a written notice of revocation with the Secretary
of the Company, or by voting in person at the Meeting. If a stockholder is not
attending the Meeting, any proxy or notice should be returned in time for
receipt no later than the close of business on the day preceding the Meeting.
The persons named as attorneys in the proxies are officers of the Company.
Only stockholders of record as of the close of business on May 12, 1995
will be entitled to notice of and to vote at the Meeting and any adjournments
thereof.
As of April 25, 1995 there were 10,662,179 shares of Common Stock of the
Company outstanding and entitled to vote. The shares of Common Stock are the
only outstanding voting securities of the Company. Stockholders are entitled to
cast one vote for each share held of record. The presence of a majority of the
outstanding shares of Common Stock represented in person or by proxy at the
meeting will constitute a quorum. All matters to be voted on will be decided by
the vote of a majority of those shares present or represented at the meeting and
entitled to vote.
All properly executed proxies returned in time to be cast at the Meeting
will be voted and, with respect to the election of the Board of Directors, will
be voted as stated under "Election of Directors" below. Where a choice has been
specified on the proxy, the shares represented by the proxy will be voted in
accordance with the specification and will be voted FOR if no specification is
indicated.
The Board of Directors of the Company know of no other matters to be
presented at the Meeting. If any other matter should be presented at the Meeting
upon which a vote properly may be taken, shares represented by all proxies
received by the Board of Directors will be voted with respect thereto in
accordance with the judgement of the persons named in the proxies.
This proxy statement and the form of proxy were first mailed to
stockholders on or about the date hereof.
<PAGE>
PRINCIPAL HOLDERS OF VOTING SECURITIES
The following table sets forth as of April 25, 1995 the name of each
person who, to the knowledge of the Company, owned beneficially more than 5% of
the shares of Common Stock of the Company outstanding at such date, the number
of shares owned by each of such persons and the percentage of the class
represented thereby.
<TABLE>
<CAPTION>
Name and Address of Amount and Nature of Percent
Beneficial Owner Beneficial Ownership (1) of Class
- - - ---------------- ----------------------- --------
<S> <C> <C>
Joseph E. Cresci 4,847,348 (2)(3)(4) 44.32%
c/o Environmental Power Corporation
31 Raynes Avenue
Portsmouth, New Hampshire 03801
Donald A. Livingston 2,524,639 (3)(4) 21.58%
c/o Environmental Power Corporation
31 Raynes Avenue
Portsmouth, New Hampshire 03801
_____________
</TABLE>
(1) Information with respect to beneficial ownership is based upon information
furnished by such stockholders. Except as indicated in notes 2, 3, and 4,
all shares are held beneficially and of record.
(2) Includes 59,730 shares held in trust for the benefit of Mr. Cresci and his
children, as to which Mr. Cresci has shared voting and investment power;
but does not include 18,000 shares owned by Mr. Cresci's mother, 244,896
shares held in trust for the benefit of Mr. Cresci's children and 30,000
shares held in trust for the benefit of Mr. Cresci's nieces and nephews, as
to which shares Mr. Cresci has neither voting nor investment power and as
to which shares he disclaims beneficial ownership.
(3) Includes 275,000 shares which Mr. Cresci and 1,038,244 shares which Mr.
Livingston each has the right to acquire pursuant to stock options which
are currently exercisable.
(4) Includes 290,178 restricted shares which Mr. Cresci and Mr. Livingston each
own subject to their continued employment by the Company until December 24,
1996 and January 7, 1997, respectively.
2
<PAGE>
ELECTION OF DIRECTORS
The directors of the Company are elected annually and hold office for
the ensuing year and until their successors have been elected and qualified.
Joseph E. Cresci, Donald A. Livingston, Peter J. Blampied, Edward B. Koehler and
Robert I. Weisberg have been nominated by management for election at the
Meeting. All nominees are presently directors of the Company and were elected at
the Annual Meeting of Stockholders held June 23, 1994. The Company's by-laws
presently state that the number of directors constituting the entire Board of
Directors shall be determined by resolution of the Board of Directors. The
number of directors currently fixed by the Board of Directors is five. This
number may be changed by resolution of the Board of Directors.
No proxy may be voted for more people than the number of nominees listed
below. Shares represented by all proxies received by the Board of Directors and
not so marked as to withhold authority to vote for any individual director (by
writing that individual director's name where indicated on the proxy) or for all
directors will be voted (unless one or more nominees are unable or unwilling to
serve) FOR the election of all the nominees named below. The Board of Directors
knows of no reason why any such nominee would be unable or unwilling to serve,
but if such should be the case, proxies may be voted for the election of some
other person.
The Board of Directors of the Company held six meetings during the
fiscal year ended December 31, 1994. The Compensation Committee of the Board of
Directors, which consists of Messrs. Cresci and Livingston, determines the
compensation of the Company's executive officers other than themselves and met
once in 1994. The Audit Committee, which consists of Messrs. Blampied, Koehler
and Weisberg, oversees the accounting and financial functions of the Company,
including matters relating to the appointment and activities of the Company's
independent auditors, and met once in 1994. The Executive Committee, which
consists of Messrs. Cresci and Livingston, can act in place of the full Board of
Directors to the extent permitted by law and did not meet in 1994. The Stock
Option Committee, which consist of Messrs. Blampied and Koehler did not meet in
1994. It is expected that Mr. Weisberg will be appointed to the Stock Option
Committee after the Meeting.
3
<PAGE>
The following table sets forth the positions presently held by each
nominee with the Company, the number and percentage of outstanding securities of
each class beneficially owned by each nominee, and by all directors and officers
as a group, as of April 25, 1995.
<TABLE>
<CAPTION>
Nominee's Name Positions and Amount & Nature
and Date First Offices with of Beneficial Percentage of
Became a Director the Company Ownership (1) Class
----------------- ----------- ------------- -----------
<S> <C> <C> <C>
Joseph E. Cresci Chairman, Chief Executive Officer 4,847,348 (2)(3)(4) 44.32%
1982 and Director
Donald A. Livingston President, Chief Operating Officer 2,524,639 (3)(4) 21.58%
1982 and Director
Peter J. Blampied Director 60,300 (5) .47%
1988
Edward B. Koehler Director 10,000 (5) .09%
1992
Robert I. Weisberg Director 40,000 (5) .37%
1994
All directors and officers as a group (6 persons) 8,002,827 (6) 64.77%
_____________
</TABLE>
(1) Except as otherwise indicated, the named person has sole voting and
investment power with respect to the shares. Except as indicated in notes
2, 3, 4, 5 and 6 all shares are held beneficially and of record.
(2) Includes 59,730 shares held in trust for the benefit of Mr. Cresci and his
children, as to which Mr. Cresci has shared voting and investment power,
but does not include 18,000 shares owned by Mr. Cresci's mother, 244,896
shares held in trust for the benefit of Mr. Cresci's children and 30,000
shares held in trust for the benefit of Mr. Cresci's nieces and nephews as
to which shares he disclaims beneficial ownership.
(3) Includes 275,000 shares which Mr. Cresci and 1,038,244 shares which Mr.
Livingston each has the right to acquire pursuant to stock options which
are currently exercisable.
(4) Includes 290,178 restricted shares which Mr. Cresci and Mr. Livingston each
own subject to their continued employment by the Company until December 24,
1996 and January 7, 1997, respectively.
(5) Includes 60,000 shares which Mr. Blampied, 10,000 shares which Mr. Koehler
and 40,000 shares which Mr. Weisberg each has the right to acquire pursuant
to stock options which are currently exercisable.
(6) Includes 1,423,244 shares which the directors and officers as a group have
the right to acquire pursuant to stock options which are currently
exercisable.
4
<PAGE>
Occupations of Directors
The following table sets forth the age, the principal occupation of each of
the nominees for director during the past five years and any other directorships
held by such person in any company subject to the reporting requirements of the
Securities Exchange Act of 1934 or in any company registered as an investment
company under the Investment Company Act of 1940:
<TABLE>
<CAPTION>
Name Age Principal Occupation Directorships
- - - ---- --- -------------------- -------------
<S> <C> <C> <C>
Joseph E. Cresci 52 Chairman & Chief Executive Officer of __
the Company (1982 to present)
Donald A. Livingston 52 President & Chief Operating Officer __
of the Company (1991 to present);
Executive Vice President (1982-1991)
Peter J. Blampied 52 Director, Citizens Financial Group, Inc. __
(1994 to present); Vice Chairman,
Citizens Bank of Massachusetts (1993 to 1994);
Chairman, President & Chief Executive
Officer, Boston Five Bancorp (1989-1993);
President & Chief Operating Officer,
Boston Five Cents Savings Bank, FSB (1984-1989)
Edward B. Koehler, Esq. 41 Partner, Hunton & Williams, New York __
(1990 to present; Associate, 1982-1990)
Robert I. Weisberg 48 President & Chief Executive Officer __
Pro-Care Financial Group, Inc. (1994 to present);
President, Towers Financial Corporation (1993-1994);
President, Fleet Credit Corporation
and Executive Vice President, Fleet Bank
(1985-1993)
</TABLE>
5
<PAGE>
COMPENSATION AND OTHER INFORMATION
CONCERNING DIRECTORS AND OFFICERS
Compensation of Executive Officers
Summary Compensation Table. The following table sets forth certain information
with respect to the annual and long-term compensation of the Company's Chief
Executive Officer and each of the executive officers for the three fiscal years
ended December 31, 1994. Effective February 1, 1995 Mr. Pearce was no longer
employeed by the Company.
Summary Compensation Table
<TABLE>
<CAPTION>
Long-term
Annual Compensation Compensation
====================================================================================================================
NAME AND PRINCIPAL YEAR SALARY BONUS OPTIONS &
POSITION AWARDS
- - - --------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Joseph E. Cresci 1994 250,000 -- --
------------------------------------------------------------------------------------
Chairman & Chief Executive 1993 250,000 350,000 565,178(1)
Officer
------------------------------------------------------------------------------------
1992 250,000 150,000 --
- - - --------------------------------------------------------------------------------------------------------------------
Donald A. Livingston 1994 250,000 -- --
------------------------------------------------------------------------------------
President, Chief Operating 1993 250,000 350,000 565,178(1)
Officer & Director
------------------------------------------------------------------------------------
1992 250,000 150,000 850,000
- - - --------------------------------------------------------------------------------------------------------------------
David R. Pearce 1994 160,000 -- --
------------------------------------------------------------------------------------
Vice President 1993 140,597 35,000 450,000(2)
------------------------------------------------------------------------------------
1992 125,070 41,250 150,000
- - - --------------------------------------------------------------------------------------------------------------------
Bayard R. Kraft III 1994 110,000 -- --
------------------------------------------------------------------------------------
Secretary, Treasurer & 1993 92,345 25,000 --
Chief Financial Officer ------------------------------------------------------------------------------------
1992 79,375 9,000 --
====================================================================================================================
</TABLE>
(1) Includes 290,178 restricted shares which Mr. Cresci and Mr. Livingston each
own subject to their continued employment by the Company until December 24,
1996 and January 7, 1997, respectively.
(2) In connection with the termination of his employment with the Company on
February 1, 1995, Mr. Pearce surrendered his right to purchase 250,000
shares of an option granted to him with respect to an aggregate of 450,000
shares.
6
<PAGE>
Year-End Option Table. The following table sets forth certain information
regarding stock held as of December 31, 1994, by the executive officers named in
the Summary Compensation Table. There were no options exercised or granted in
1994.
December 31, 1994 Option Values
<TABLE>
<CAPTION>
Number of Shares Value of Unexercised
Underlying Unexercised In-the-Money
Options at Options at
December 31, 1994 December 31, 1994(1)
----------------- --------------------
name Exercisable Unexercisable Exercisable Unexercisable
- - - ---- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C>
Joseph E. Cresci 275,000 - - -
Donald A. Livingston 1,038,639 $251,841
David R. Pearce (2) 600,000 - $56,250 -
</TABLE>
(1) Value is based on the average of the closing bid and asked price per
share ($.50) on December 31, 1994, as reported on the NASDAQ Small-Cap
Market, less the applicable option exercise price.
(2) In connection with the termination of his employment with the Company on
February 1, 1995, Mr. Pearce surrendered his right to purchase 250,000
shares of an option granted to him with respect to an aggregate of 450,000
shares, and in connection therewith, the Company (i) reduced the exercise
price of such option with respect to the remaining 200,000 shares, and
(ii) converted his remaining options into non-qualified options and
changed the last date on which he might exercise such options to January
1, 2001.
Compensation of Directors
Each director of the company who is not an officer or employee of the
Company receives $2,000 (plus expenses) for each scheduled meeting of the Board
of Directors or non-coincident meeting of a board committee which he attends.
Edward B. Koehler is a partner with Hunton & Williams, New York, a law
firm which provided services to the Company in 1994 and 1995.
During 1994 Messrs. Blampied and Koehler received option grants to
purchase 10,000 shares each under the Company's Director Option Plan and Mr.
Weisberg was granted an option to purchase 40,000 shares. All options granted
during 1994 are exercisable at $.5625 per share.
7
<PAGE>
Other Transactions
In December 1985, the Company loaned $55,000 to Mr. Livingston. This loan
bears interest at a bank's prime rate plus 1/2% and was due and payable on
December 31, 1994. In 1994 the Company extended the due date of the loan to
December 31, 1995. As of March 31, 1995, total principal and accrued and unpaid
interest on this loan was approximately $99,700.
On January 24, 1994 the Company entered into an agreement with the DBL
Liquidating Trust (the "Trust"), succesor to Drexel Burnham Lambert,
Incorporated ("Drexel"), in which the Company acquired the Trust's right to all
of its Preferred Stock which had been previously issued to Drexel. In addition,
the Company was not required to pay dividends accrued on such Preferred Stock.
Compliance with Section 16(a) of the Exchange Act
Section 16(a) of the Securities Exchange Act of 1934, as amended,
requires the Company's officers and directors, and persons who own more than ten
percent of a registered class of the Company's equity securities, to file
initial statements of beneficial ownership (Form 3), and statements of changes
in beneficial ownership (Forms 4 or 5), of Common Stock and other equity
securities of the Company with the Securities and Exchange Commission (the
"SEC"). Officers, directors and greater than ten percent stockholders are
required by SEC regulation to furnish the Company with copies of all such forms
they file.
To the Company's knowledge, based solely on its review of the copies of
such forms received by it, or written representations from certain reporting
persons that no additional forms were required for those persons, the Company
believes that during 1994 all filing requirements applicable to its officers,
directors, and greater than ten-percent beneficial owners were complied with,
except as follows: Mr. Weisberg filed a late Form 3 for the month of June and
Messrs. Blampied and Koehler each filed a late Form 4 for the month of June.
8
<PAGE>
AUDITORS
It is expected that a member of the firm of Deloitte & Touche LLP, the
independent certified public accountants who reported on the Company's financial
statements included in the 1994 Annual Report, will be available either by
telephone or present at the Meeting with the opportunity to make a statement if
so desired and will be available to respond to appropriate questions. At this
time the Board of Directors has not selected a firm of independent certified
public accountants to serve as auditors for the fiscal year ended December 31,
1995.
Replacement of Independent Accountants
The Company retained Deloitte & Touche as its independent auditors on
January 22, 1993, replacing Ernst & Young in that capacity. The Board of
Directors of the Company approved the change. At that time both the Company and
Ernst & Young had been reviewing the proposed accounting treatment of operations
of the Company under the Form of Lease which the Company's subsidiary, Buzzard
Power Corporation ("Buzzard"), holds the right to enter into upon completion of
the Scrubgrass project. Until the filing of the Company's 1993 Annual Report all
financial statements of the Company, including the financial statements for the
year ended December 31, 1992 reported on by Deloitte & Touche, treated the
Scrubgrass project as a financing, reflecting the assets and liabilities of the
project as assets and liabilities of Buzzard for reporting purposes.
In the fourth quarter of 1993, Buzzard amended the Form of Lease to
eliminate its fair market value purchase option and the Company's 1993 Annual
Report, also reported on by Deloitte & Touche, eliminated the attribution of the
assets and liabilities of the project to the Company for reporting purposes. On
June 30, 1994 the Company entered into the Lease which is treated, for
accounting purposes, as an operating lease.
Neither the Board of Directors of the Company nor any committee thereof
met with Ernst & Young to discuss the accounting treatment of the Scrubgrass
lease nor had Ernst & Young completed their research and concluded on this issue
prior to their dismissal. The Company authorized Ernst & Young to respond fully
to Deloitte & Touche to inquiries on this matter.
The Company did not consult with Deloitte & Touche with regard to
Scrubgrass transaction issues prior to their engagement by the Company. The
reports of Ernst & Young for the fiscal years ended December 31, 1991 and 1990
were not qualified or modified in any respect. Management does not believe that
during the period prior to January 22, 1993 there had been any disagreements
with Ernst & Young on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedures, which, if not
resolved to their satisfaction, would have caused them to make reference to such
a disagreement in connection with their reports on the Company's financial
statements.
9
<PAGE>
STOCKHOLDER PROPOSALS
It is presently contemplated that the 1996 Annual Meeting of Stockholders
will be held on or about June 20, 1996. Proposals of stockholders intended for
inclusion in the proxy statement to be furnished to all stockholders entitled to
vote at the next annual meeting of the company must be received at the Company's
principal executive offices not later than December 7, 1995. In order to
curtail controversy as to the date on which a proposal was received by the
Company, it is suggested that proponents submit their proposals by Certified
Mail-Return Receipt Requested.
OTHER BUSINESS
The Board of Directors knows of no business which will be presented for
consideration at the Meeting other than that stated above. If any other business
should come before the Meeting, votes may be cast pursuant to proxies in respect
to any such business in the best judgement of the person or persons acting under
the proxies.
EXPENSES AND SOLICITATION
The cost of solicitation of proxies will be borne by the Company. Proxies
will be solicited principally through the mails. Further solicitation of proxies
from some stockholders may be made by directors, officers and regular employees
of the Company personally, by telephone, telegraph or special letter. No
additional compensation, except for reimbursement of reasonable out-of-pocket
expenses, will be paid for any such further solicitation. In addition, the
Company may request banks, brokers, and other custodians, nominees and
fiduciaries to solicit customers of theirs who have shares of the Company
registered in the name of a nominee. The Company will reimburse any such persons
for their reasonable out-of-pocket costs.
10
<PAGE>
ENVIRONMENTAL POWER CORPORATION
31 Raynes Avenue
Portsmouth N.H. 03801
The undersigned hereby appoints Joseph E. Cresci and Bayard R. Kraft, III, and
each of them, proxies, with full power of substitution, to vote all shares of
stock of the Corporation which the undersigned is entitled to vote at the Annual
Meeting of Stockholders of Environmental Power Corporation to be held on
Thursday, June 29, 1995 at 11:00 a.m., at One Harbour Place, Suite 400,
Portsmouth N.H., and at any adjournments thereof, upon matters set forth in the
Notice of Annual Meeting of Stockholders and Proxy Statement dated May 12, 1995.
THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS DIRECTED OR, IF NO
DIRECTION IS GIVEN, WILL BE VOTED FOR THE ELECTION OF DIRECTORS AND AUTHORITY
WILL BE DEEMED GRANTED UNDER PROPOSAL 2.
----------------------------------------------------
- - - ---------- PLEASE VOTE, DATE, AND SIGN ON OTHER SIDE AND RETURN ------------
PROMPTLY IN ENCLOSED ENVELOPE.
----------------------------------------------------
Please sign this proxy exactly as your name appears on the books of the
Company. Joint owners should each sign personally. Trustees and other
fiduciaries should indicate the capacity in which they sign, and where
more than one name appears, a majority must sign. If a corporation, this
signature should be that of an authorized officer who should state his or
her title.
- - - --------------------------------------------------------------------------------
HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?
- - - -------------------------------------- --------------------------------------
- - - -------------------------------------- --------------------------------------
- - - -------------------------------------- -------------------------------- ENVCM
<PAGE>
[X] PLEASE MARK VOTES
AS IN THIS EXAMPLE
For All
For Withhold Except
1.) To elect a Board of Directors to [_] [_] [_]
serve the ensuing year and until
their respective successors have
been duly elected and qualified.
Nominees:
Joseph E. Cresci, Donald A. Livingston,
Peter J. Blampled, Edward B. Koehler and Robert I. Welsberg
If you do not wish your shares voted "FOR" a particular nominee, mark the
"For All Except" box and strike a line through that nominee(s) name. Your shares
shall be voted for the remaining nominees.
For Against Abstain
2.) To transact such other business as may [_] [_] [_]
properly come before the meeting or any
adjournments thereof.
RECORD DATE SHARES:
-----------------------------
Please be sure to sign and date this Proxy. Data
- - - --------------------------------------------------------------------------------
- - - ---- Stockholder sign here --------------------- Co-owner sign here ------------
Mark box at right if comments or address change have [_]
been noted on the reverse side of this card.
