<PAGE> 1
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:
<TABLE>
<S> <C>
[X] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission
[ ] Definitive Proxy Statement Only (as permitted by Rule 14a-6(e)(2))
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to sec. 240.14a-11(c) or sec. 240.14a-12
</TABLE>
BIKERS DREAM, 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] Fee not 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 (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:
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<PAGE> 2
[BIKERS DREAM LETTERHEAD]
Dear Shareholder,
The Board of Directors of Bikers Dream, Inc. is soliciting your consent to
effect a five-to-one reverse split of the Company's common stock, whereby every
five outstanding shares of the Company's common stock would be combined into one
share. Although you would own fewer shares, your percentage interest in the
Company would remain unchanged. The accompanying consent statement explains the
requirements to effect the reverse split and the reasons therefor.
The Board of Directors invites you to read the accompanying consent
statement, and asks that you sign and date the enclosed proxy card, and return
it to the Company by December , 1997.
On behalf of the Board of Directors, thank you for your cooperation and
continued support.
By Order of the Board of Directors,
Herm Rosenman, President
December , 1997
<PAGE> 3
BIKERS DREAM, INC.
CONSENT SOLICITATION STATEMENT
INTRODUCTION
This Consent Solicitation Statement is being furnished in connection with
the solicitation of consents by the Board of Directors of Bikers Dream, Inc. in
favor of a five-to-one reverse split of the Company's common stock. This Consent
Solicitation Statement and the accompanying consent card are being mailed to all
shareholders on or about December , 1997.
CONSENT PROCEDURE AND VOTING
California General Corporation Law and the Company's By-laws permit any
action that may be taken at a shareholders' meeting to be taken without a
shareholder meeting if a consent in writing, setting forth the action so taken,
is signed by the holders of outstanding shares having not less than the minimum
number of votes that would be necessary to authorize or take such action at a
meeting at which all shares entitled to vote were present and voted.
As of December , 1997, there were 10,899,201 shares of the Company's
common stock, no par value (the "Common Stock"), three shares of the Company's
Series A preferred stock (the "Series A Preferred Stock"), no par value, and
6,481,385 shares of the Company's Series B preferred stock, no par value (the
"Series B Preferred Stock"), outstanding. Holders of Series A Preferred Stock
are entitled to one vote per share. Holders of Series B Preferred Stock are
entitled to that number of votes equal to the number of shares of Common Stock
issuable upon conversion of the Series B Preferred Stock (currently, 6,481,385).
Accordingly, the proposed reverse split will be approved upon receipt, by the
Company, of signed consents representing 8,690,295 shares of Common Stock and/or
Preferred Stock.
AS YOU CAN SEE, YOUR VOTE IS IMPORTANT TO US. ACCORDINGLY, YOU ARE URGED TO
SIGN AND RETURN THE ACCOMPANYING CONSENT CARD AT YOUR EARLIEST CONVENIENCE.
A properly executed and returned consent constitutes a vote in favor of the
reverse split. A return of an unsigned consent will constitute an abstention,
and will have the effect of a vote against the reverse split. Broker non-votes
similarly have the effect of a vote against the reverse split. If you do not
wish to consent to the reverse split, you need take no action at this time.
If your shares are held in the name of a brokerage firm, bank or nominee,
only they can vote such shares, and only upon receipt of your specific
instructions. Accordingly, please contact the person responsible for your
account and give instructions for their consent immediately.
REVOCABILITY OF CONSENT
Any shareholder giving a written consent, or the shareholder's
proxyholders, or a transferee of the shares or a personal representative of the
shareholder or their respective proxyholders may revoke the consent by a writing
received by the Company prior to the time that written consents of the number of
shares required to authorize the proposed action have been filed with the
Company's Secretary, but may not do so thereafter. Such revocation is effective
upon its receipt by the Company's Secretary.
SOLICITATION AND COST
The Company will bear all costs and expenses related to this solicitation
of consents by the Board of Directors, including the costs of preparing,
printing and mailing this Consent Solicitation Statement and accompanying
materials to the Shareholders. In addition to the solicitation of consents by
use of the mails, the directors, officers and employees may, without receiving
additional compensation, solicit consents personally, by telephone, by facsimile
or by any other means of communication.
<PAGE> 4
CONFIDENTIALITY
It is the Company's policy that all consent cards and other materials that
identify the particular vote of a shareholder be kept confidential, except in
the following circumstances: (1) to allow independent election inspectors to
certify the results of the vote; (2) as necessary to meet applicable legal
requirements, including the pursuit or defense of a judicial action; (3) where
the Company concludes in good faith that a bona fide dispute exists as to the
authenticity of one or more consents, or as to the accuracy of the tabulation of
such consents; (4) where a shareholder expressly requests disclosure or has made
a written comment on a consent card; (5) where contacting shareholders by the
Company is necessary to obtain approval, the names of shareholders who have or
have not voted (but not how they voted) may be disclosed to the Company by the
independent election inspectors; (6) aggregate vote totals may be disclosed to
the Company from time to time; and (7) in the event of any solicitation of
proxies or written consents with respect to any of the securities of the Company
by a person other than the Company of which solicitation the Company has actual
notice.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Set forth in the table below, for each class of the Company's stock, is
information as of December , 1997 with respect to (i) persons known to the
Company to be the beneficial owners of more than five percent of the Company's
issued and outstanding stock, (ii) the Company's directors, (iii) certain
officers and (iv) all directors and officers as a group, excluding in each case
Rights to Options or Warrants not exerciseable within 60 days.
<TABLE>
<CAPTION>
TITLE NAME AND ADDRESS OF NUMBER OF SHARES PERCENT
OF CLASS BENEFICIAL OWNER BENEFICIALLY OWNED OF CLASS(1)
- ------------- ------------------------------------- ------------------ -----------
<S> <C> <C> <C>
Common Stock Herm Rosenman(2) 2,540,001(3) 13.0%
1420 Village Way
Santa Ana, California 92705
Common Stock Donald J. Duffy(4) 272,999(5) 1.4%
237 Park Avenue, Eighth Floor
New York, New York 10017
Common Stock Rowland W. Day II(6) 854,983(7) 4.4%
3070 Bristol, Suite 650
Costa Mesa, California 92626
Common Stock Dennis Campbell(8) 200,000 1.0%
25362 Shoshone Drive
Lake Forest, CA 92630
Common Stock Humbert B. Powell, III(9) 50,000(10) *
712 Fifth Avenue, Eleventh Floor
New York, New York 10019
Common Stock Terrence Quinn(11) 50,000(10) *
1420 Village Way
Santa Ana, CA 92705
Common Stock John Russell(12) 50,000(10) *
1420 Village Way
Santa Ana, CA 92705
Common Stock MD Strategic, LP 1,680,033(13) 8.6%
237 Park Avenue, Eighth Floor
New York, New York 10017
Common Stock ADMN Associates 1,348,316(14) 6.9%
13 Crestview Drive
Pleasantville, New York 10570
Common Stock Mull Acres Investments, Inc. 1,330,000(14) 6.8%
c/o Furman Selz
230 Park Avenue
New York, New York 10169
Common Stock All Directors and Officers as a Group 3,008,000(15)(5) 15.4%
(6 persons
</TABLE>
2
<PAGE> 5
<TABLE>
<CAPTION>
TITLE NAME AND ADDRESS OF NUMBER OF SHARES PERCENT
OF CLASS BENEFICIAL OWNER BENEFICIALLY OWNED OF CLASS(1)
- ------------- ------------------------------------- ------------------ -----------
<S> <C> <C> <C>
Series A Bull Dog Capital Partners, L.P. 2 66.7%
Preferred 301 Turner St.
Stock Clearwater, FL 34616
Series A Elizabeth M. Custer TTEE FBO 1 33.3%
Preferred William M. Custer
Stock 14 S. High Street
P.O. Box 673
New Albany, Ohio 43054
Series A All Directors and Officers as a Group 0 0%
Preferred (6 persons)
Stock
Series B ADMN Associates 1,348,316 20.8%
Preferred 13 Crestview Drive
Stock Pleasantville, New York 10570
Series B Mull Acres Investments, Inc. 1,330,000 20.5%
Preferred c/o Furman Selz
Stock 230 Park Avenue
New York, NY 10169
Series B MD Strategic, LP 923,787 14.2%
Preferred 237 Park Avenue, Eighth Floor
Stock New York, New York 10017
Series B Donald J. Duffy 155,972(16) 2.4%
Preferred 237 Park Avenue, Eighth Floor
Stock New York, New York 10017
Series B PV II, LP 430,267 6.6%
Preferred 237 Park Avenue, Eighth Floor
Stock New York, New York 10017
Series B All Directors and Officers as a Group 155,972(16) 2.4%
Preferred (6 persons)
Stock
</TABLE>
- ---------------
* Less than 1%.
(1) Based on 19,470,606 shares of Common Stock outstanding, including shares
issuable upon conversion of preferred stock and exercise of warrants and
options; 3 shares of Series A Preferred Stock outstanding; and 6,481,385
shares of Series B Preferred Stock outstanding.
(2) Mr. Rosenman is a Director and is the Company's President and CEO.
(3) Includes 2,383,334 shares issuable upon exercise of options, and 150,000
shares issuable under the terms of Mr. Rosenman's employment agreement.
(4) Mr. Duffy is a Director.
(5) Includes 265,499 shares beneficially owned through Mr. Duffy's 10% interest
in MD Strategic, L.P.; PV II, L.P.; MDV III, L.P.
(6) Mr. Day served as Co-CEO of the Company for portions of 1996 and 1997.
(7) Includes 413,000 shares issuable upon exercise of options.
(8) Mr. Campbell served as CEO of the Company for a portion of 1996.
(9) Mr. Powell is a Director.
(10) Issuable upon exercise of options.
(11) Mr. Quinn is a Director.
(12) Mr. Russell is a Director.
(13) Includes 923,786 shares of Common Stock issuable upon conversion of Series
B Preferred Stock.
(14) Issuable upon conversion of Series B Preferred Stock.
(15) Includes 2,573,334 shares issuable upon exercise of options.
(16) Includes 155,972 shares beneficially owned through Mr. Duffy's 10% interest
in MD Strategic, L.P.; PV II, L.P.; and MDV III, L.P.
3
<PAGE> 6
THE REVERSE SPLIT
On September 16, 1997, the Board of Directors of the Company approved,
subject to the shareholders' approval solicited hereby, a proposal to amend the
Company's Articles of Incorporation to effect a reverse Common Stock split (the
"Reverse Split"), the effect of which is that each share of Common Stock held by
each shareholder as of December , 1997 is reclassified and changed into
one-fifth of one share of Common Stock. Each stockholder's percentage ownership
interest in the Company and proportional voting power will remain unchanged. The
terms of the Series B Preferred Stock provide for a proportional increase in the
conversion price of the stock such that each stockholder's percentage ownership
interest in the Company and proportional voting power will remain unchanged, and
each stockholder's conversion rights will remain effectively unchanged. While
the terms of the Series A Preferred Stock do not address a reverse split, the
Board intends to pass a resolution approving terms and protections similar to
those of the Series B Preferred Stock for the Series A Preferred Stock.
REASONS FOR THE REVERSE SPLIT
The Company believes it will be necessary to raise equity capital in the
near future to support the Company's operations. There can be no assurance that
any offering of the Company's securities will take place or that any such
offering, if commenced, will be successful. However, the Company believes that,
as a prerequisite for any offering, the Company will be required to implement a
Reverse Split, which under California law requires shareholder approval.
Specifically, the Reverse Split will be based upon the assumption that the
market price of the Company's Common Stock will increase in direct inverse
proportion to the split ratio of the Reverse Split. With a split ratio of five
for one, the assumption is that the market price of the Common Stock should
increase fivefold. Based upon the application of the formula to the closing bid
price of $0.81 on November 20, 1997, if each share of Common Stock would be
split into 1/5th of a share of Common Stock, the initial adjusted market value
would be $4.05 per share. There can be no assurance that the Common Stock will
in fact trade at such adjusted market value, or that the Common Stock will
continue to trade at such value for any extended period of time.
Even if the Company does not complete an offering of its securities, the
Board believes that the Reverse Split may be advantageous for several reasons:
First, the Board believes that the current low per share price of the
Common Stock has a negative effect on the marketability of existing shares
and the potential ability of the Company to raise capital by issuing
shares. On November 20, 1997, both the closing bid and the closing asked
price of the Common Stock on the OTC Bulletin Board were $0.812. Many stock
brokers are reluctant to deal in low price stocks because of the
time-consuming procedures that make the handling of such stocks
unattractive from an economic standpoint. Further, certain institutional
investors have internal policies discouraging or preventing the purchase of
low-priced stocks.
Second, since a broker's commissions on low-priced stocks generally
represent a higher percentage of the gross stock price than commissions on
higher priced stocks, the current share price of the Common Stock can
result in individual shareholders paying transaction costs (commission,
mark-ups, mark-downs) that are at a higher percentage of the total share
value than would be the case if the Common Stock share price were
substantially higher.
Finally, the Board is hopeful that the Reverse Split and the resulting
anticipated increased price level will encourage interest in the Common
Stock and possibly promote greater liquidity for the Company's
shareholders.
There can be no assurance, however, that the foregoing hoped-for effects
will occur following the Reverse Split, that the market price of the Common
Stock immediately after implementation of the proposed Reverse Split will be
maintained for any period of time, or that such market price will exceed or
remain in excess of the current market price.
Any reverse split would be implemented at the discretion of the Board of
Directors irrespective of whether a placement agent or underwriter would require
a reverse split as a prerequisite to an offering. If the
4
<PAGE> 7
application of the split ratio causes any shareholder to have a fractional share
of stock, such share will be rounded up to the next highest whole share.
California law requires that the Company must amend its Articles of
Incorporation to provide for the reverse split of its outstanding Common Stock.
EFFECTIVE DATE OF THE REVERSE SPLIT
If the proposal is approved by the shareholders, the Reverse Split would
become effective after the Board files an Amendment of Articles of Incorporation
with the Secretary of State of California (the "Effective Date"). Upon filing of
the Amendment of Articles of Incorporation, all of the outstanding Common Stock
will be converted into new Common Stock appropriate to reflect the split ratio.
The number of shares of new Common Stock calculated pursuant to the Reverse
Split will be rounded up to the nearest whole share as fractional shares will
not be issued. From and after the Effective Date, certificates representing
shares of old Common Stock shall be deemed to represent only the right to
receive shares of new Common Stock to which an individual shareholder would
otherwise be entitled. The number of shares of Common Stock authorized for
issuance by the Company's Articles of Incorporation (currently, 25,000,000),
would however remain unaffected and unchanged.
EXCHANGE OF STOCK CERTIFICATES AND FRACTIONAL SHARES
As soon as practicable after the Effective Date, the Company will send a
letter of transmittal to each shareholder of record on the Effective Date for
use in transmitting certificates representing shares of Common Stock ("Old
Certificates") to the Company's transfer agent, American Securities Transfer &
Trust, Inc. (the "Transfer Agent"). The letter of transmittal will contain
instructions for the surrender of Old Certificates to the Transfer Agent in
exchange for certificates representing the number of whole shares of new Common
Stock. No new certificates will be issued to a shareholder until such
shareholder has surrendered all old certificates together with a properly
completed and executed letter of transmittal to the Transfer Agent.
Upon proper completion and execution of the letter of transmittal and
return thereof to the Transfer Agent, together with all Old Certificates,
shareholders will receive a new certificate or certificates representing the
number of whole shares of new Common Stock into which their shares of Common
Stock represented by the Old Certificates have been converted as a result of the
Reverse Split. No fractional shares of Common Stock will be issued as a result
of the Reverse Split. In lieu of receiving fractional shares, shareholders who
hold a number of shares that does not result in a whole number of new shares
upon the Reverse Split will be entitled to receive a whole share of the new
Common Stock for any fractional share at no additional cost. The number of
shares of Common Stock to be issued in connection with rounding up such
fractional interests is not expected to be material. Until surrendered,
outstanding Old Certificates held by shareholders will be deemed for all
purposes to represent the number of whole shares of Common Stock to which such
shareholders are entitled as a result of the Reverse Split. Shareholders should
not send their Old Certificates to the Transfer Agent until they have received
the letter of transmittal. Shares not presented for surrender as soon as is
practicable after the letter of transmittal is sent will be exchanged at the
first time they are presented for transfer.
No service charges will be payable by shareholders in connection with the
exchange of certificates, all expenses of which will be borne by the Company.
CERTAIN EFFECTS OF THE REVERSE SPLIT
The shares of Common Stock to be issued pursuant to the Reverse Split will
be fully paid and nonassessable. The relative voting and other rights of holders
of the Common Stock will not be altered by the Reverse Split. The Company does
not anticipate that the Reverse Split will result in any material reduction in
the number of holders of Common Stock.
5
<PAGE> 8
The following table illustrates the principal effects of the Reverse Split
on the Company's Common Stock based on the Common Stock authorized, issued and
outstanding as of December , 1997.
<TABLE>
<CAPTION>
NUMBER OF SHARES PRIOR TO THE AFTER THE
OF COMMON STOCK REVERSE SPLIT REVERSE SPLIT
------------------------------------------------------------ ------------- -------------
<S> <C> <C>
Authorized.................................................. 25,000,000 25,000,000
Issued and Outstanding...................................... 10,899,221 2,179,845
Shares of Common Stock issuable upon conversion of Series A
and Series B Preferred Stock.............................. 6,866,385 1,373,277
Available for Issuance...................................... 7,234,394 21,446,878
</TABLE>
Each share of Common Stock will continue to entitle its owner to one vote,
and its par value will remain at $.001 per share. From and after the Effective
Date, the amount of capital represented by the shares of Common Stock into which
and for which the shares of Common Stock are reclassified pursuant to the
Reverse Split shall be the same as the amount of capital represented by the
shares of Common Stock so reclassified.
As a result of the Reverse Split, the number of shares presently
outstanding will be consolidated but the number of shares authorized for
issuance will remain unchanged, at 25,000,000. Accordingly, the Company will
have the ability to issue more shares of Common Stock than is presently the
case, as the Board of Directors deems to be in the Company's best interests,
without additional shareholder approval. The issuance of such shares may, among
other things, have a dilutive effect on the equity and voting power of existing
holders of Common Stock.
The number of shares subject to outstanding conversion privileges and
rights to acquire Common Stock, as well as the exercise price and conversion
ratio therefor, will be proportionately adjusted to reflect the Reverse Split.
The Preferred Stock of the Company will be unaffected by the Reverse Split
except that the conversion ratios will be proportionately adjusted, as indicated
in the table presented, immediately above.
CERTAIN FEDERAL INCOME TAX CONSEQUENCES
The following is a summary of the material anticipated federal income tax
consequences of the Reverse Split to shareholders of the Company. This summary
is based on the provisions of the Internal Revenue Code of 1986, as amended (the
"Code"), the Treasury Department Regulations (the "Regulations") issued pursuant
thereto, and published rulings and court decisions in effect as of the date
hereof, all of which are subject to change. This summary does not take into
account possible changes in such laws or interpretations, including amendments
to the Code, applicable statutes, Regulations and proposed Regulations or
changes in judicial or administrative rulings, some of which may have
retroactive effect. No assurance can be given that any such changes will not
adversely affect the discussion in this summary.
This summary is provided for general information only and does not purport
to address all aspects of the possible federal income tax consequences of the
Reverse Split and IS NOT INTENDED AS TAX ADVICE TO ANY PERSON OR ENTITY. In
particular, and without limiting the foregoing, this summary does not consider
the federal income tax consequences to shareholders of the Company in light of
the shareholders' individual investment circumstances or to holders subject to
special treatment under the federal income tax laws (for example, life insurance
companies, regulated investment companies and foreign taxpayers). In addition,
this summary does not address any consequence of the Reverse Split under any
state, local or foreign tax laws. As a result, it is the responsibility of each
shareholder to obtain and rely on advice from his, her or its personal tax
advisor as to: (i) the effect of the Reverse Split on his, her or its tax
situation, including the application and effect of state, local and foreign
income and other tax laws; (ii) the effect of possible changes in judicial or
administrative interpretations of existing legislation and Regulations, as well
as possible future legislation and Regulations; and (iii) the reporting of
information required in connection with the Reverse Split on the shareholders'
tax returns. It will be the responsibility of each shareholder to appropriately
account for the Reverse Split, and the resulting effects therefrom, on his, her
or its federal, state and local tax returns.
6
<PAGE> 9
No ruling from the Internal Revenue Service ("Service") or opinion of
counsel will be obtained regarding the federal income tax consequences to the
shareholders of the Company as a result of the Reverse Split. ACCORDINGLY, EACH
SHAREHOLDER IS ENCOURAGED TO CONSULT HIS, HER OR ITS TAX ADVISOR REGARDING THE
SPECIFIC TAX CONSEQUENCES OF THE PROPOSED TRANSACTION TO SUCH STOCKHOLDER,
INCLUDING THE APPLICATION AND EFFECT OF STATE, LOCAL AND FOREIGN INCOME AND
OTHER TAX LAWS.
The Company believes that the Reverse Split will be a "recapitalization"
under the Code. As a result of the tax treatment, no gain or loss should be
recognized by the Company or its shareholders in connection with the Reverse
Split. If the Reverse Split qualifies as a "recapitalization" under the Code, a
shareholder of the Company who exchanges his or her Common Stock solely for new
Common Stock should recognize no gain or loss for federal income tax purposes. A
shareholder's aggregate tax basis in his or her shares of new Common Stock
received from the Company should be the same as his or her aggregate tax basis
in the Common Stock exchanged therefor. The holding period of the new Common
stock received by such shareholder should include the period during which the
Common Stock surrendered in exchange therefor was held, provided all such Common
Stock was held as a capital asset on the date of the exchange.
MISCELLANEOUS
The Board of Directors may abandon the proposed Reverse Split at any time
prior to the filing of the Amended Articles of Incorporation related thereto if
for any reason the Board of Directors deems it advisable to do so. Any future
determinations of the appropriateness of the Reverse Split will be made by the
Board of Directors as the Board of Directors deems to be in the best interests
of the Company and will depend upon numerous factors, such as future trading
price of the Common Stock, the future growth and development of the Company's
business and the financial condition and results of operations.
VOTE REQUIRED
In order to effect the Reverse Split, the Company's Articles of
Incorporation must be amended, which requires, under California law, the
affirmative vote of a majority of the votes cast by all shareholders of the
Common Stock entitled to vote thereon.
THE BOARD OF DIRECTORS RECOMMENDS VOTING "FOR" THE PROPOSAL TO AMEND THE
ARTICLES OF INCORPORATION TO EFFECT THE REVERSE SPLIT OF THE COMMON STOCK.
7
<PAGE> 10
CONSENT CARD
THIS CONSENT IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF BIKERS
DREAM, INC.
The undersigned hereby consents, in accordance with California General
Corporations Law, to the proposal to effect a five-to-one reverse stock split,
as described in the Bikers Dream, Inc. Consent Solicitation Statement, dated
December , 1997.
IF YOU DO NOT CONSENT TO THE PROPOSED AMENDMENT, YOU DO NOT NEED TO TAKE
ANY ACTION.
Dated:
--------------------------------
--------------------------------------
--------------------------------------
Please print name
Please sign name exactly as it appears
on the stock certificate. Please
provide full title if appropriate.
When shares have been issued in more
than one name, all should sign.
