SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
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 Materials Pursuant to 240.14a-11(c) or 240.14a-12
Air Methods Corporation
Name of Registrant as Specified In Its Charter
N/A
Name of Person(s) Filing Proxy Statement if other than the Registrant
[X] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
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 such
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:
<PAGE>
July 12, 1999
TO THE STOCKHOLDERS OF
AIR METHODS CORPORATION:
You are cordially invited to attend the 1999 Annual Meeting of
Stockholders of Air Methods Corporation to be held on Wednesday,
August 11, 1999, at the Holiday Inn, 7770 South Peoria Street, in
Englewood, Colorado, at 1:30 p.m., Mountain Daylight Savings Time.
The purpose of the Annual Meeting is to consider and vote upon the
election of Messrs. Samuel H. Gray, Roy L. Morgan and Morad Tahbaz to
Class II directorships. We will allow time at the meeting to review
1998 accomplishments and goals for the future.
Attached are the Notice of Annual Meeting and Proxy Statement which we
request you read carefully. A Proxy is also enclosed for your
convenience and is accompanied by the 1998 Annual Report.
For the first time this year, our registered stockholders may vote
shares electronically or telephonically. If your shares are
beneficially held by a broker, one or both options may be available to
you dependent upon your broker-dealer's technology. Instructions are
printed on the Proxy for those with access to alternative voting
methods. Proxies not containing such instructions must be voted by
mail. Please respond promptly to the Proxy regardless of which voting
method you use. Attendees of the Annual Meeting may vote their shares
personally whether or not the Proxy is previously submitted.
Thank you for your consideration.
FOR THE BOARD OF DIRECTORS,
/s/ George W. Belsey
George W. Belsey
Chairman of the Board
PLEASE RESPOND PROMPTLY TO THE ENCLOSED PROXY TO ENSURE THAT
YOUR SHARES ARE VOTED. IF RESPONDING BY REGULAR MAIL, PLEASE
VERIFY THE PROXY IS SIGNED AND DATED. A BUSINESS REPLY
ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE. NO POSTAGE IS
REQUIRED IF YOU MAIL THIS PROXY ANYWHERE IN THE UNITED
STATES.
<PAGE>
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<PAGE>
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON AUGUST 11, 1999
TO THE STOCKHOLDERS OF
AIR METHODS CORPORATION:
The 1999 Annual Meeting of Stockholders of Air Methods Corporation, a
Delaware corporation (the "Company"), will be held at the Holiday Inn,
7770 South Peoria Street, in Englewood, Colorado, at 1:30 p.m.,
Mountain Daylight Savings Time, on Wednesday, August 11, 1999, for the
purpose of electing three directors to serve as Class II directors of
the Company until the Annual Meeting of Stockholders in the year 2002
and transacting such other business as may properly come before the
meeting or any adjournment or postponement thereof.
The Board of Directors of the Company has fixed the close of business
on Thursday, July 1, 1999 as the Record Date for the determination of
stockholders entitled to notice of and to vote at this meeting. The
Company's list of registered stockholders will be available at the
Company's corporate office commencing Monday, August 2, 1999 for
review by interested parties. The list will also be available at the
Annual Meeting, and all stockholders are cordially invited to attend
the meeting.
BY ORDER OF THE BOARD OF DIRECTORS:
/s/ Aaron D. Todd
Aaron D. Todd
Secretary
July 12, 1999
Englewood, Colorado
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<PAGE>
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON AUGUST 11, 1999
SOLICITATION AND REVOCATION OF PROXIES
This statement is furnished in connection with a solicitation of
Proxies by the Board of Directors of Air Methods Corporation (the
"Company") for use at the 1999 Annual Meeting of Stockholders (the
"Annual Meeting") to be held on Wednesday, August 11, 1999, at 1:30
p.m., Mountain Daylight Savings Time, at the Holiday Inn, 7770 South
Peoria Street, in Englewood, Colorado. Proxies so given may be
revoked at any time before being voted by submitting a written
revocation to the Secretary of the Company, by executing another valid
Proxy bearing a later date, or by attending the meeting and voting in
person.
Properly executed and dated Proxies received by 1:30 p.m. on
August 11, 1999 will be voted in accordance with the instructions
therein. If no instructions are given, the shares represented by the
Proxy will be voted FOR the election of Messrs. Samuel H. Gray, Roy L.
Morgan and Morad Tahbaz, nominees for directors. The persons named
as Proxies will have discretionary authority to vote all Proxies with
respect to additional matters that are presented properly for action
at the Annual Meeting. The approximate date of mailing these Proxy
materials is July 12, 1999.
The Company intends to request banks, brokerage houses,
custodians, nominees and other fiduciaries to forward copies of these
Proxy materials to those persons for whom they hold shares. In
addition to solicitation by mail, certain officers and employees of
the Company, who will receive no compensation for their services other
than their regular salaries, may solicit Proxies in person or by
telephone, electronic mail, or facsimile transmission. The cost of
preparing, assembling, mailing, and soliciting Proxies and other
miscellaneous expenses related thereto will be borne by the Company.
VOTING RIGHTS
Only holders of record of shares of the Company's Common Stock,
par value $.06 per share ("Common Stock"), at the close of business on
July 1, 1999, the Record Date determined by the Board of Directors,
may vote at the Annual Meeting. On that date, the Company had
outstanding and entitled to vote 8,205,737 shares of Common Stock.
Each share of Common Stock is entitled to one vote on the matters
listed in the Notice of Annual Meeting. A quorum of one-third of the
shares outstanding and entitled to vote is required to vote on matters
before the Annual Meeting. A majority of the votes present in person
or by Proxy is required to approve all matters brought before the
stockholders. Abstentions and broker non-votes are counted for
purposes of determining the presence or absence of a quorum for the
transaction of business. Abstentions and broker non-votes are not
tabulated for any purpose in determining whether a proposal has been
approved.
ANNUAL REPORT
The Company is also mailing with this Proxy Statement its Annual
Report to Stockholders for the year ended December 31, 1998, which
includes financial statements as filed with the Securities and
Exchange Commission on Form 10-K for the same period. The Company
will furnish a copy of the Form 10-K to any stockholder free of
charge, and will furnish a copy of any exhibit to the Form 10-K upon
payment of the Company's reasonable expenses in furnishing such
exhibit(s). Interested parties may request a copy of the Form 10-K or
any exhibit thereto from the Secretary of the Company at the Company's
principal executive offices, 7301 South Peoria Street, Englewood,
Colorado 80112.
<PAGE>
ELECTION OF DIRECTORS
The Company's Board of Directors is currently comprised of nine
directors, divided among three classes, with four directors in
Class I, three directors in Class II, and two directors in Class III.
Class II directors' terms will expire at the 1999 Annual Meeting of
Stockholders to be held on August 11, 1999; Class I directors hold
office for a term expiring at the 2001 Annual Meeting of Stockholders;
and the Class III directors will hold office for a term expiring at
the 2000 Annual Meeting of Stockholders.
During fiscal 1998, ten of the authorized eleven Board positions
were filled. Effective May 7, 1999, Mr. Joseph Bernstein resigned his
position with the Board of Directors decreasing the number of Class
III directors from three to two and decreasing the number of directors
to nine. The Board is currently evaluating the desirability of
filling the vacancy but has not yet made a final determination.
Consideration will also be given to reclassification of directorships
to achieve a more balanced tenure.
The nominees for election as directors to Class II to serve for a
three-year term expiring at the 2002 Annual Meeting of Stockholders
are Samuel H. Gray, Roy L. Morgan and Morad Tahbaz. Unless voted
otherwise, all shares represented by a Proxy given pursuant to this
solicitation will be voted for the election of Samuel H. Gray, Roy L.
Morgan and Morad Tahbaz to serve as Class II directors. See
"Directors and Executive Officers" for biographical information for
each director nominee.
THE BOARD OF DIRECTORS RECOMMENDS
A VOTE IN FAVOR OF THE DIRECTOR NOMINEES.
DIRECTORS AND EXECUTIVE OFFICERS
Summary information concerning the Company's current directors
and executive officers as of the date of this Proxy Statement is set
forth below:
<TABLE>
<CAPTION>
Class/Year
Term as
Director
Name Age Position Expires (1)
- ----------------------------- --- -------------------------------------------------- -------------
<S> <C> <S> <C>
George W. Belsey 59 Chairman of the Board and Chief Executive Officer I/2001
Ralph J. Bernstein 40 Director III/2000
Liam F. Dalton 38 Director I/2001
Samuel H. Gray 61 Director II/1999*
MG Carl H. McNair, Jr. (Ret.) 64 Director I/2001
Lowell D. Miller, Ph.D. 65 Director III/2000
Roy L. Morgan 63 Co-Founder and Director II/1999*
Donald R. Segner 72 Vice-Chairman of the Board I/2001
Morad Tahbaz 43 Director II/1999*
David Dolstein 50 President, Mercy Air Service, Inc. N/A
Maurice L. Martin, Jr. 51 Vice President, Flight Services N/A
Michael G. Prieto 43 Vice President, Products Division N/A
Aaron D. Todd 37 Secretary, Treasurer and Chief Financial Officer N/A
____________________
* Director Nominee
(1) Refers to the calendar year in which the annual meeting of
stockholders is contemplated to be held and at which the term of the
pertinent director class shall expire.
</TABLE>
2
<PAGE>
Mr. George W. Belsey was elected Chief Executive Officer
effective June 1, 1994, and has served as Chairman of the Company's
Board of Directors since April 1994, having been appointed a director
of the Company in December 1992. From February 1992 to June 1994,
Mr. Belsey served as Executive Vice President, Professional Affairs,
and the Chief Operating Officer of the American Hospital Association,
a large national trade association and advocacy group for hospitals
and health care organizations, where he was responsible for the
association's activities relating to hospital operations, including
medical staff affairs, nursing, health manpower, quality of care
programs and hospital governance. Prior to joining the American
Hospital Association, Mr. Belsey served as Chief Executive Officer and
Executive Director of the University of Utah Hospital and Clinics,
Salt Lake City, Utah (one of the Company's hospital customers) from
March 1989 to February 1992 and was Chief Operating Officer from
December 1983 to March 1989. He is a former Vice President of
Northwestern Memorial Hospital, Chicago, and has held administrative
positions at Rush-Presbyterian-St. Luke's Medical Center, Chicago, and
MacNeal Memorial Hospital, Berwyn, IL. He received his Bachelor's
Degree in Economics from DePauw University in Greencastle, Indiana,
and holds a Master's Degree in Business Administration from George
Washington University, Washington, D.C.
Mr. Ralph J. Bernstein became a Director of the Company in
February 1994. Mr. Bernstein is a co-founder and General Partner of
Americas Partners, an investment and venture capital firm, and, since
1981 has been responsible for the acquisition, renovation, development
and financing of several million square feet of commercial space.
Mr. Bernstein started his career in agribusiness with a large European
multi-national trading and real estate development company, where he
was later responsible for that company's U.S. real estate activities.
He holds a Bachelor of Arts Degree in Economics from the University of
California at Davis.
Mr. Liam F. Dalton became a director of the Company in December
1996. He is the Chief Executive Officer of Dalton & Pemberton
Associates, an investment management company. Mr. Dalton manages
individual, institutional and profit sharing portfolios and acts as
the general partner of an U.S. limited partnership, Spruce Partners,
which is engaged in securities trading. Since 1991, Mr. Dalton has
been a principal of Axiom Capital Management, Inc. ("ACMI"), a
National Association of Securities Dealers, Inc. member firm
registered with the Securities and Exchange Commission as a
broker-dealer. From 1983 through 1988, Mr. Dalton was a Managing
Director at Bear, Stearns & Co. in the Equities and Fixed Income Area.
Mr. Dalton received his B.A. in Economics from the University of
Vermont in 1982.
Mr. Samuel H. Gray was appointed as a director of the Company in
March 1991. Since 1989, he has been Chief Executive Officer of The
Morris Consulting Group, Inc., a health care industry consulting firm.
From 1983 to 1989, Mr. Gray served as President and Chief Executive
Officer of Kalipharma, Inc., a multi-source pharmaceutical company.
From 1975 to 1983, Mr. Gray served as Executive Vice President of
Sales and Marketing for G.D. Searle and Company, Inc. ("Searle") where
he was responsible for pharmaceutical marketing, the consumer products
division of Searle, and Searle-Canada, Ltd. In addition, his
responsibilities included distribution, customer
service, clinical research management, licensing and acquisitions,
public relations and worldwide strategic marketing planning. He has
served as a director of Searle; Searle Canada, Ltd.; Kalipharma;
Kali-Duphar, Inc.; and the National Association of Pharmaceutical
Manufacturers. He is a past member of the National Wholesale Druggist
Association's Industry Advisory Committee and has served on the
Advisory Board of Pharmaceutical Executive magazine. In 1959,
Mr. Gray received a Bachelor of Science Degree from the University of
Florida.
Major General Carl H. McNair, Jr. (Ret.) was appointed to the
Board of Directors in March 1996 as a Class I director. In April 1999,
General McNair retired from his position as Corporate Vice President
and President, Enterprise Management, for DynCorp, a technical and
professional services company headquartered in Reston, Virginia, where
he was responsible for the company's core businesses in facility
management, marine operations, test and evaluation, administration and
security, and biotechnology and health services. He currently serves
as Special Assistant to the President for government relations. From
1987 to 1990, General McNair was Vice President, Army Programs, with
Burdeshaw Associates, Ltd., a professional services firm in Bethesda,
Maryland. For more than 32 years he served the United States Army in
Research and Development, Infantry, and Army Aviation in both command
and staff positions, including Deputy for Aviation to the Assistant
Secretary of the Army (Research, Development and Acquisition),
Aviation Officer, U.S. Army, and Commanding General, U.S. Army
Aviation Center. Achieving the rank of Major General, he culminated
his military career in 1987 as Chief of Staff, U.S. Army Training and
Doctrine Command, Fort Monroe, Virginia. A Master Aviator with
commercial, fixed wing, rotary wing, and multi-engine instructor
ratings, his aerial combat service spanned six campaigns in the
Republic of Vietnam during which he accrued over 1,500 combat flying
hours serving as Commander to both an Assault Helicopter Company and a
Combat Aviation Battalion. General McNair's academic credentials
include a Bachelor of Science Degree in Engineering from the U. S.
Military Academy at West Point, and both a Bachelor Degree and
Master's Degree in Aerospace Engineering from Georgia Institute of
Technology as well as a Master of Science Degree in Public
Administration from Shippensburg University. For academic achievement
in aerospace, McNair was elected to Sigma Gamma Tau, a national
honorary engineering fraternity.
3
<PAGE>
Dr. Lowell D. Miller was named a director of the Company in June
1990. Since 1989, Dr. Miller has been involved with various
scientific endeavors including a pharmaceutical consulting business.
From 1973 to 1989, Dr. Miller was employed by Marion Laboratories,
Inc. ("Marion"), serving as Senior Vice President - Research and
Development (1987 - 1989), Vice President - Research and Development
(1977-1987), and Director of Scientific Affairs (1973-1977). Until
his retirement in late 1989, Dr. Miller was responsible for all
research, development and process development functions, new product
opportunities and management of clinical trials and regulatory
affairs, and served as Marion's Chief Scientist. He also served as a
member of Marion's Board of Directors from November 1981 to November
1982 and as an Advisory Director from November 1982 to November 1983.
The University of Missouri awarded Dr. Miller a Bachelor of Science
Degree in 1957 as well as a Master's Degree in Biochemistry in 1958
and Biochemistry Doctorate Degree in 1960. Dr. Miller has been named
Alumnus of the Year by the University of Missouri in Columbia,
Missouri.
Mr. Roy L. Morgan is one of the three founders of Air
Methods-Colorado, and was the President, Chief Executive Officer and a
director from the inception of Air Methods-Colorado in July 1980 until
November 1991. In November 1991, he became President and a director
of the Company. Although he continues in his capacity as a director,
Mr. Morgan resigned as President effective December 31, 1994. Prior
to his service with Air Methods-Colorado, Mr. Morgan was employed as a
helicopter pilot for Public Service Company of Colorado (1969-80), as
director of operations and chief pilot for Key Aviation (1964-69), and
as quality control supervisor on the Atlas missile program for Convair
Astronautics (1960-64). Mr. Morgan began his career at Boeing
Airplane Company, involved in B-52 experimental development (1957-60).
Mr. Morgan holds a number of pilot certificates including Airline
Transport Pilot for Airplane Multi-Engine Land, Commercial Helicopter
- - Instrument Rated, Commercial Airplane for Land and Sea, and Glider,
as well as Flight Instructor for all of the above. He has more than
18,850 flight hours, 12,000 of them in helicopters. Mr. Morgan has a
Bachelor of Science Degree in Aviation Management from Metropolitan
State College in Denver, Colorado.
Mr. Donald R. Segner has served as a director of the Company
since February 1992 and as Vice Chairman since April 1994. Mr. Segner
has over 55 years of aviation and transportation related experience in
diversified positions involving operational, flight testing, aircraft
design and development and senior managerial responsibilities.
Entering the military service in 1943, he was commissioned in the U.S.
Marine Corps as a Naval Aviator in 1946. He served in combat in Korea
and later as a military test pilot. Mr. Segner accumulated over 7,000
flight hours in over 150 types and models of aircraft. After entering
private industry in 1962, Mr. Segner served as Chief Test Pilot,
Manager of Advance Design and Program Manager of a major aerospace
firm. In April 1981, Mr. Segner was appointed by President Reagan to
the Federal Aviation Administration (FAA) as an Associate
Administrator. With the advent of the Air Traffic Controller's strike
in September 1981, he was given the additional responsibilities to
develop, direct and control the process of allocating airspace system
use by all airlines and airspace system users. Following the
destruction of Korean Airline Flight 007 in 1983, he was further
assigned to the White House to head the investigation of the KAL 007
shoot down and to act as Chief Delegate for the U.S.A. to the United
Nations International Civil Aviation Organization (ICAO) on this
matter. Later he was assigned as the United States, Chief of
Delegation, by the Secretary of State, to negotiate an agreement,
among the U.S.A., USSR and Japanese governments, to improve and
implement future air travel safety along the North Pacific air routes.
Mr. Segner has served as a director on the Board of several aviation
corporations, as an advisor to NASA, and the on the Advisory Board to
the University of Southern California Institute of Systems and Safety
Management. He is a past president of the Society of Experimental
Test Pilots. Undergraduate education was received at the University
of the Pacific. Graduate work was performed at the U.S. Naval Post
Graduate School, Monterey (Aero) and the University of Southern
California School of Business. He is a graduate of the U.S. Navy Test
Pilot School. Mr. Segner has received numerous awards recognizing his
contributions to the aviation community, including the AIAA's Octave
Chanute Award, the SETP's Kincheloe Award, FAA Administrator's Award,
the FAA Superior Achievement Gold Medal, and the Distinguished Flying
Cross for valor in combat. Mr. Segner is a Fellow in the Society of
Experimental Test Pilots.
4
<PAGE>
Mr. Morad Tahbaz was elected to the Board of Directors in
February 1994. He is a co-founder and General Partner of Americas
Partners, an investment and venture capital firm. Mr. Tahbaz serves
as a Managing Director of Americas Tower Partners, the developer of
Americas Tower, a one million square foot, 50-story office tower in
New York City. Since 1983, Mr. Tahbaz has also served as Senior Vice
President of The New York Land Company, a real estate acquisitions and
development firm. From 1980 to 1982, he was the Project Manager for
Colonial Seaboard, Inc., a residential development company in New
Jersey. Mr. Tahbaz received his Bachelor's Degree in Philosophy and
Fine Arts from Colgate University and attended the Institute for
Architecture and Urban Studies in New York City. He holds a Master's
Degree in Business Administration from Columbia University Graduate
School of Business. Mr. Tahbaz lectured on real estate development
and finance at the Columbia Graduate School of Business from 1984 to
1988.
Mr. David L. Dolstein joined the Company with the July 1997
acquisition of the wholly owned subsidiary, Mercy Air Service,
Inc. Mr. Dolstein's position of President of Mercy Air Service
is a continuation of his responsibilities preceding the
acquisition. Previous experience includes Executive Vice
President, Mercy Air Service, from January 1995 to December 1996.
Before Mercy Air Service, Rocky Mountain Helicopters, Inc.
employed Mr. Dolstein in their Air Medical Division from January
1981 through December of 1994. Positions included: Executive
Director; Vice President, Director of Marketing; Associate
Director; Regional Manager and Air Medical Pilot. Mr. Dolstein
received a Bachelor of Science degree in 1974 from Central
Missouri State University with postgraduate studies in industrial
safety. His aviation background includes employment as a pilot
by Bell Helicopter International's Training Command, Isfahan,
Iran (1975 to 1979) and United States Army Aviation (1967
to1975).
Mr. Maurice L. Martin, Jr. currently serves the Company as Vice
President of the Air Medical Services Division. Since 1982, he has
served in several other positions with Air Methods including Area
Manager and pilot. Mr. Martin has 17 years of aviation management
experience and 12 years' experience in medical aircraft transport
management. Prior to joining Air Methods, Mr. Martin was a commercial
helicopter pilot (1979-82), an instructor pilot and standardization
officer of the 102nd Air Rescue and Recovery Squadron in New York
(1975-79), and an aircraft commander in the United States Air Force
(1971-75). Mr. Martin holds pilot certificates including Airline
Transport Pilot for Helicopters and Certified Flight Instructor for
Helicopters. He has served as a FAA Check Airman and has over 4,100
flight hours, mostly in helicopters. Mr. Martin has a Bachelor of
Science Degree in International Affairs from the United States Air
Force Academy (1970) and a Master's Degree from Covenant Theological
Seminary in St. Louis, Missouri (1982).
Mr. Michael G. Prieto was named Vice President of Engineering &
Manufacturing of the Company in January 1994 and subsequently Vice
President of the Products Division in June 1994. From 1988 to 1994,
Mr. Prieto served in various roles with General Dynamics/Lockheed
Corp. but primarily as Manager of Manufacturing Engineering for the
F-16 Fighter program. From 1977 to 1988, he was employed by John
Deere Co. with management roles in engineering, manufacturing, and
marketing. Mr. Prieto received a Bachelor of Science degree in 1977
from the University of Missouri. Mr. Prieto is a member of the American
Society of Mechanical Engineers, the Society of Manufacturing
Engineers, the American Production and Inventory Control Society, the
American Management Association, and the National Management
Association.
Mr. Aaron D. Todd joined the Company as Chief Financial Officer
in July of 1995 and was appointed Secretary and Treasurer during that
same year. From 1994 to 1995, Mr. Todd served as Vice President of
Finance of Centennial Media Corporation, a Colorado publishing
company, where he was responsible for all financial and accounting
functions. From 1986 to 1994, Mr. Todd was employed by KPMG Peat
Marwick, a certified public accounting firm, in Denver, Colorado. Six
of those years included serving on the Company's account in various
capacities, including Senior Manager. Mr. Todd holds a Bachelor of
Science Degree in Accounting from Brigham Young University.
5
<PAGE>
MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS
During 1998, the Board of Directors held three meetings. Each
director attended at least 75% of the aggregate of the number of
meetings of the Board of Directors and the number of meetings of
committees on which he served during 1998, with one exception. Mr.
Dalton, due to prior commitments, was unable to achieve at least 75%
attendance. The Board of Directors has established a Finance, Audit
and Legal Committee; Marketing and New Business Committee;
Compensation/Stock Option Committee; and a Nominating Committee.
Finance, Audit and Legal Committee. The Finance, Audit and Legal
Committee was comprised of Messrs. J. Bernstein (chairman),
R. Bernstein, and Segner. Upon Mr. J. Bernstein's resignation, MG
Carl McNair, Jr. (Ret.) was appointed to the chair position of this
Committee. In addition to numerous communications and telephonic
conferencing, this Committee formally met once during 1998. The
responsibilities of the Finance, Audit and Legal Committee are to
review and make recommendations to the Board on such matters as
budgets; debt and equity financing; proposed dispositions of property;
engagement of independent auditors and review of annual audit. This
committee also reviews and advises management on significant contracts
and agreements.
Marketing and New Business Committee. The members of the
Marketing and New Business Committee are Messrs. Gray (chairman),
R. Bernstein, Dalton, McNair, Miller, Morgan and Tahbaz. The
Committee held one formal meeting in 1998, though substantial
Committee business was conducted via conference calls and written
communiques. The Marketing and New Business Committee reviews and
recommends new business proposals, including joint ventures and
proposed acquisitions of equipment or services.
Compensation/Stock Option Committee. Dr. Miller (chairman) and
Mr. Gray comprise the Compensation/Stock Option Committee. The
Compensation/Stock Option Committee, which met two times in 1998, is
responsible for making recommendations to the Board regarding
compensation matters.
Nominating Committee. The Nominating Committee, which met once
in 1998, consists of Messrs. Segner (chairman), Morgan and Tahbaz.
The Nominating Committee provides committee membership recommendations
to the Board, along with changes to those committees, and considers
nominations to the Board from stockholders. Nominations for director
may be made by any stockholder entitled to vote in the election of
directors generally, but only if written notice of such stockholder's
intent to make such nomination has been given to the Secretary of the
Company not later than (i) with respect to an election to be held at
an annual meeting of stockholders, 90 days prior to the anniversary
date of the immediately preceding annual meeting, and (ii) with
respect to an election to be held at a special meeting of stockholders
for the election of directors, the close of business on the tenth day
following the date on which notice of such meeting is first given to
stockholders. Each such notice must set forth the following: (a) the
name and address of the stockholder intending to make the nomination
and of the person or persons to be nominated; (b) representation that
the stockholder is a holder of record of stock of the Company entitled
to vote and intends to appear in person or by proxy at the meeting to
make such nomination; (c) a description of all arrangements or
understandings between the stockholder and the nominee and any other
person pursuant to which the nomination is to be made by the stockholder;
(d) such other information regarding the nominee required to be included
in a proxy statement filed pursuant to the proxy rules of the Securities
and Exchange Commission; and (e) the consent of the nominee to serve as
a director of the Company if so elected. The presiding officer of the
meeting may refuse to acknowledge the nomination of any person not
made in compliance with the foregoing procedure.
DIRECTOR COMPENSATION
The Company has adopted compensation and incentive benefit plans
to enhance its ability to continue to attract, retain and motivate
qualified persons to serve as directors of the Company. It is the
Company's policy to pay its nonemployee directors an annual retainer
of $8,000, plus $800 for each Board meeting attended, $500 for each
telephonic meeting, and $500 for each Board committee meeting attended
(with committee chairpersons receiving $750). Each nonemployee
director may elect to receive shares of Common Stock in lieu of cash
payments pursuant to the Company's Equity Compensation Plan for
Nonemployee Directors (discussed below). The Company also reimburses
its nonemployee directors for their reasonable expenses incurred in
attending Board and committee meetings. Messrs. Joseph Bernstein,
Ralph Bernstein and Morad Tahbaz have voluntarily waived all director
fees to date and have received no direct monetary compensation for
their services as directors apart from customary reimbursement of
out-of-pocket expenses. Board members who are also officers do not
receive any separate compensation or fees for attending Board or
committee meetings.
6
<PAGE>
On February 12, 1998, the Compensation/Stock Option Committee
acted to additionally compensate certain Board members for additional
duties performed for the Company. Specifically, recommendations were
approved to pay Messrs. McNair, Morgan and Segner a total of $2,500
plus expenses. Mr. Roy Morgan also received 7,500 stock options per
quarter during 1998 for duties performed as an Executive Flight Safety
Officer.
The Nonemployee Director Stock Option Plan (the "Director Option
Plan") provides for option grants based upon the number of years that
the nonemployee director has served on the Board. A year of service
is defined as a fiscal year of the Company during which the
nonemployee director served on the Board for the entire fiscal year.
On the final day of each fiscal year, each nonemployee director in
office on such date receives a five-year Option to purchase 5,000
shares, exercisable at the then-current fair market value of the
Company's Common Stock, providing the director served on the Board for
the entire preceding fiscal year. An aggregate of 300,000 shares of
Common Stock are authorized for issuance to nonemployee directors
under the Director Option Plan. As of December 31, 1998, options to
purchase a total of 200,000 shares of Common Stock were outstanding
under the Director Option Plan. As of the Record Date, July 1, 1999,
170,000 optioned shares remain outstanding under the Plan.
The Company paid Mr. Morgan $74,526 in consulting fees for
marketing services provided to the Company during 1998 pursuant to a
Consulting and Non-Competition Agreement, entered into on November 10,
1994 (the "Morgan Consulting Agreement"). The Morgan Consulting
Agreement states that Mr. Morgan will receive $74,526 annually in
consulting fees for general consulting services through July 1, 1999.
Pursuant to the Morgan Consulting Agreement, the Company granted Mr.
Morgan an option to purchase 200,000 shares of Common Stock in
exchange for all of his existing options. Finally, Mr. Morgan agreed
not to engage in any competing activity related to air medical
services during the term of the agreement.
COMPENSATION OF EXECUTIVE OFFICERS
The following table sets forth the cash compensation paid by the
Company in 1998 to the Chief Executive Officer and each of the other
executive officers whose annual salary and bonus for 1998 exceeded
$100,000. The table shows compensation received during 1996, 1997 and
1998.
<TABLE>
<CAPTION>
Annual Compensation Long Term Compensation
Securities
Underlying All Other
Name and Position Year Salary ($) Options (#) Compensation ($)(1)
<S> <C> <C> <C> <C>
George W. Belsey 1998 189,999 -- 4,750
Chairman and Chief 1997 -- 3,960
Executive Officer 1996 165,000 -- 3,402
165,000(2)
David L. Dolstein 1998 135,000 -- 2,696
President, Mercy Air 1997 54,487(3) 50,000 --
Service, Inc. 1996 -- -- --
Maurice L. Martin, Jr. 1998 145,000 -- 3,625
Vice-President, Flight 1997 135,000 -- 3,240
Services Division 1996 130,000(2) -- 2,450
Michael G. Prieto 1998 135,000 -- 3,317
Vice-President, Products 1997 115,000 -- 2,760
Division 1996 115,174(2) -- 2,579
Aaron D. Todd 1998 135,000 -- 3,375
Chief Financial Officer 1997 116,192 30,000 2,759
Secretary and Treasurer 1996 95,000 30,000 269
</TABLE>
(1) Consists of employer matching contributions under the Company's 401(k)
Plan.
7
<PAGE>
(2) Excludes cash payments for accrued vacation time as follows:
Belsey - $6,346; Martin - $5,000; Prieto - $2,211
(3) Mr. Dolstein began his employment with the Company in July 1997.
Employment Agreements
In June 1994, the Company entered into an Employment Agreement with
Mr. Belsey for an initial term of five years, subject to successive
one-year extensions by written agreement of both parties. The
Agreement may be terminated by either party without cause upon 30
days' written notice and provides for a severance payment equal to one
year's base salary in the event of termination by the Company without
cause. During the term of employment and for a period of one year
following the termination of employment with the Company, Mr. Belsey
may not engage in any business which competes with the Company
anywhere in the United States.
The Company entered into an Employment Agreement with Mr.
Dolstein effective July 1997, for an initial term of one year, subject
to successive one-year extensions. The Agreement may be terminated by
either party without cause upon 30 days' written notice. In the event
of termination by the Company other than for cause, the Agreement
provides for a severance payment to Mr. Dolstein at his then current
salary payable at the Company's regular payment intervals for a period
of one year following termination. During the term of employment and
for a period of one year following termination of employment with the
Company, Mr. Dolstein may not engage in any business which competes
with the Company anywhere in the United States.
In November 1991, the Company entered into an Employment Agreement
with Mr. Martin for an initial term of two years. Because the
Agreement is subject to a continuous renewal clause, the remaining
term on any date for the Agreement is two years. The Agreement may be
terminated by either party without cause upon 90 days' written notice
and provides for a severance payment equal to two years' base salary
in the event of termination by the Company without cause. During the
term of employment and for a period of two years following the
termination of employment with the Company, Mr. Martin may not engage
in any business which competes with the Company anywhere in the United
States.
Effective December 1, 1993, the Company entered into an Employment
Agreement with Mr. Prieto for an initial term of one year, subject to
successive one-year extensions by written agreement of both parties.
The Agreement may be terminated by either party without cause upon 90
days' written notice and provides for a severance payment in the event
of termination by the Company without cause equal to the balance of
Mr. Prieto's salary due for the year of any such termination. During
the term of employment and for a period of two years following the
termination of employment with the Company, Mr. Prieto may not engage
in any business which competes with the Company anywhere in the United
States.
The Company entered into an Employment Agreement with Mr. Todd
effective July 10, 1995 for an initial term of one year, subject to
successive one-year extensions. The Agreement may be terminated by
either party without cause upon 90 days' written notice. In the event
of termination by the Company other than for cause, the Agreement
provides for a severance payment to Mr. Todd, payable at the Company's
regular payment intervals and at Mr. Todd's then current salary for a
period of one year following any such termination. During the term of
employment and for a period of two years following termination of
employment with the Company, Mr. Todd may not engage in any business
which competes with the Company anywhere in the United States.
Stock Options
The Company has a Stock Option Plan (the "Employee Option Plan"),
in which all full-time employees, directors and consultants of the
Company are eligible to participate. As of July 1, 1999, options to
purchase a total of 1,430,647 shares were outstanding under the plan.
The Employee Option Plan currently authorizes the grant of options to
purchase an aggregate of 2,500,000 shares of Common Stock. The
Employee Option Plan provides for the grant of incentive stock
options, as defined in Section 422 of the Internal Revenue Code of
1986, as amended (the "Code"), non-incentive stock options, stock
appreciation rights and supplemental bonuses.
The following table presents for fiscal year 1998 certain
information regarding stock options held by the named executive
officers.
8
<PAGE>
<TABLE>
Aggregated Option Exercises in Last Fiscal Year and FY-End Option Values
<CAPTION>
Number of Securities Value of Unexercised
Shares Underlying Unexercised In-the-Money
Acquired Value Options at FY-End (#) Options at FY-END ($)
Name On Exercise (#) Realized ($) Exercisable/Unexercisable Exercisable/Unexercisable(1)
<S> <C> <C> <C> <C>
George W. Belsey -- -- 300,000 / -0- -0- / -0-
David L. Dolstein -- -- 16,667 / 33,333 -0- / -0-
Maurice Martin, Jr. 15,000 15,000 35,000 / -0- -0- / -0-
Michael G. Prieto -- -- 50,000 / -0- -0- / -0-
Aaron D. Todd -- -- 40,669 / 20,000 -0- / -0-
(1) Amounts represent the fair market value of the underlying Common
Stock at December 31, 1998 of $2.69 per share less the exercise
price.
</TABLE>
Compensation Committee Report
The Compensation/Stock Option Committee (the "Committee") is
responsible for recommending and administering the Company's
guidelines governing employee compensation. The Committee evaluates
the performance of management, recommends compensation policies and
levels, and makes recommendations concerning salaries and incentive
compensation.
Compensation Philosophy. The Company's executive compensation
program is designed to attract and retain executives capable of
leading the Company to meet its business and development objectives
and to motivate them to actions which will have the effect of
increasing the long-term value of stockholder investment in the
Company. The Committee considers a variety of factors, both
qualitative and quantitative, in evaluating the Company's executive
officers and making compensation decisions. These factors include the
compensation paid by comparable companies to individuals in comparable
positions, the individual contributions of each officer to the
Company, and most important, the progress of the Company towards its
long-term objectives. At this point in the Company's development,
objectives against which executive performance is gauged include the
addition and retention of aeromedical service contracts, growth of its
independent services model and Products Division, and the securing of
necessary capital and financing to fund business expansion. Annual
compensation for the Company's executive officers for 1998 consisted
of base salary.
Compensation of the Chief Executive Officer. Mr. Belsey assumed
the Office of Chairman and Chief Executive Officer of the Company on
June 1, 1994. In determining the compensation to be awarded to Mr.
Belsey for his services to the Company, the Committee considered
salaries paid to chief executive officers at competitive companies and
the base salary initially set for Mr. Belsey in his employment
agreement. The Committee recognized the significant achievements made
during 1997, the third full year Mr. Belsey served as Chairman and
Chief Executive Officer of the Company, including the Company's
attainment of record profits and a third consecutive fiscal year of
profitable operation. Due to these results and other accomplishments
described below, Mr. Belsey's salary was increased by $25,000. This is
the only salary increase Mr. Belsey has accepted since becoming Chief
Executive Officer.
Base Salary. The base salary for each executive officer, including
the Chief Executive Officer, was established initially by the
Committee pursuant to written employment agreements. Base salaries
are reviewed annually by the Committee and adjusted based on the
Committee's review of salaries paid to executives at competitive
companies, the particular executive officer's performance and length
of time in a certain position and the Company's financial condition
and overall performance and profitability.
9
<PAGE>
The Committee recognized the significant accomplishments in
fiscal year 1997 by the Company and its executive officers, including
the Company's successful acquisition of Mercy Air Service, Inc. in
July, 1997; successful negotiations resulting in new contracts with
ensuing increases to the Company's flight revenues; attainment of a
third consecutive fiscal year of profitable operation; and award of
U.S. Air Force HH-60G PAVEHAWK Helicopter Program for manufacture of
helicopter electrical system components.
Taking into consideration the aforementioned attainments and
other factors such as date of last increase, personal accomplishments,
leadership qualities and relevant data from area companies, the
Committee acted on February 12, 1998 to increase salaries of the four
employee/officers of Air Methods Corporation, with increases
retroactively effective as of January 1, 1998.
Section 162(m) Compliance. Under Section 162(m) of the Code, federal
income tax deductions of publicly traded companies may be limited to
the extent total compensation (including base salary, annual bonus,
restricted stock awards, stock option exercises and non-qualified
benefits) for certain executive officers exceeds $1 million in any one
year. The Committee intends to design the Company's compensation
programs so that the total compensation paid to any employee will not
exceed $1 million in any one year.
Lowell D. Miller, Ph.D.
Samuel H. Gray
Members of the Compensation/Stock Option Committee
10
<PAGE>
Stock Performance Graph
The following graph compares the Company's cumulative total
stockholder return for the period from December 31, 1993 through
December 31, 1998 against the Standard & Poors 500 ("S&P 500") index
and "peer group" companies in industries similar to those of the
Company. The S&P 500 is a widely used composite index reflecting the
returns of five hundred publicly traded companies in a variety of
industries. Peer Group Index returns reflect the transfer of the
value on that date of the initial $100 investment into a peer group
consisting of all publicly traded companies in SIC Group 4522:
"Non-scheduled Air Transport." The Company believes that this Peer
Group is its most appropriate peer group for stock comparison purposes
due to the limited number of publicly traded companies engaged in
medical air or ground transport and because this Peer Group contains a
number of companies with capital costs and operating constraints
similar to those of the Company.
<TABLE>
TOTAL RETURN TO SHAREHOLDERS
ANNUAL RETURN PERCENTAGE
<CAPTION>
Years Ending December
Company Name/Index 1994 1995 1996 1997 1998
- ------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C <C>
AIR METHODS CORP -84.09 71.43 -16.67 30.00 -17.29
S&P 500 INDEX 1.32 37.58 22.96 33.36 28.58
PEER GROUP -14.97 11.83 62.40 -13.80 -2.88
</TABLE>
<TABLE>
INDEXED RETURNS
<CAPTION>
Base
Period Years Ending December
Company Name/Index Dec-93 1994 1995 1996 1997 1998
- ------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
AIR METHODS CORP 100 15.91 27.27 22.73 29.55 24.44
S&P 500 INDEX 100 101.32 139.40 171.40 228.59 293.91
PEER GROUP 100 85.03 95.09 154.42 133.11 129.28
</TABLE>
Peer Group
- --------------------------------------
Companies with the sic code of 4522
[DELETED TOTAL SHAREHOLDER RETURNS GRAPH]
11
<PAGE>
SECURITY OWNERSHIP OF PRINCIPAL STOCKHOLDERS AND MANAGEMENT
The following table sets forth, as of July 1, 1999, the beneficial
ownership of the Company's outstanding Common Stock: (i) by each person
who owns of record (or is known by the Company to own beneficially) more
than 5% of the Common stock, (ii) by each director and named executive
officer of the Company, and (iii) by all directors and executive officers
as a group.
Number Percentage of
Name and Address of Shares Common Stock
George W. Belsey 58,155(1) *
7301 South Peoria
Englewood, CO 80112
Joseph E. Bernstein 894,500(2) 9.6
520 Madison Avenue
New York, NY 10022
Ralph J. Bernstein 1,000,000(3) 10.7
520 Madison Avenue
New York, NY 10022
Liam F. Dalton 5,000(4) *
399 Park Ave.
New York, NY 10022-4614
David L. Dolstein 68,009(5) *
1670 Miro Way
Rialto, CA 92376
Samuel H. Gray 35,729(6) *
95 Madison Avenue
Morristown, NJ 07960
Maurice L. Martin, Jr. 38,983(7) *
7301 South Peoria
Englewood, CO 80112
MG Carl H. McNair, Jr. (Ret.) 25,000(8) *
2000 Edmund Halley Drive
Reston, VA. 22901
Lowell D. Miller, Ph.D. 56,499(9) *
16940 Stonehaven
Belton, MO 64012
Roy L. Morgan 238,049(10) 2.6
7301 South Peoria
Englewood, CO 80112
Michael G. Prieto 66,200(11) *
7301 South Peoria
Englewood, CO 80112
12
<PAGE>
Donald R. Segner 47,750(12) *
290 Arch Street
Laguna Beach, CA 92651
Morad Tahbaz 478,000(13) 5.1
520 Madison Avenue
New York, NY 10022
Aaron D. Todd 52,767(14) *
7301 South Peoria
Englewood, CO 80112
All Directors and Executive
Officers as a group
(13 persons) 2,464,641(15) 26.5
___________________
* Less than one percent (1%) of Common Stock outstanding on
July 1, 1999.
(1) Includes (i) 50,000 shares subject to stock options
exercisable within 60 days; and (ii) 555 shares beneficially
owned by Mr. Belsey in the Company's 401(k) plan
(2) Includes (i) 300,000 subject to stock options exercisable
within 60 days owned by Americas Partners, of which Mr. J.
Bernstein is a general partner; (ii) 80,000 shares issuable
upon the exercise of warrants; (iii) 22,500 shares subject to
stock options exercisable within 60 days; and (iv) 492,000
shares owned of record by the JB Trust as to which shares
Mr. Bernstein exercises shared investment control.
(3) Includes (i) 300,000 subject to stock options exercisable within
60 days owned by Americas Partners, of which Mr. R. Bernstein is a
general partner; (ii) 80,000 shares issuable upon the exercise of
warrants; (iii) 22,500 shares subject to stock options exercisable
within 60 days; and (iv) 75,000 shares owned by Mr. Bernstein's
spouse.
(4) Consists of 5,000 shares subject to stock options exercisable
within 60 days.
(5) Includes (i) 50,000 shares subject to stock options exercisable
within 60 days; and (ii) 16,009 shares beneficially owned by Mr.
Dolstein in the Company's 401(k) plan.
(6) Consists of (i) 3,229 shares owned of record and held by The
Morris Consulting Group, Inc., of which Mr. Gray is Chief
Executive Officer and a 50% stockholder; and (ii) 32,500
shares subject to stock options exercisable within 60 days.
(7) Includes (i) 35,000 shares subject to stock options
exercisable within 60 days; and (ii) 2,983 shares
beneficially owned by Mr. Martin in the Company's 401(k)
plan.
(8) Consists of 25,000 shares subject to stock options
exercisable within 60 days.
(9) Includes 13,999 shares owned by the Lowell D. Miller Trust as
to which Dr. Miller has shared voting and investment power
and 42,500 shares subject to stock options exercisable within
60 days.
(10) Includes 142,500 shares subject to stock options exercisable
within 60 days.
(11) Includes (i) 50,000 shares subject to stock options
exercisable within 60 days; and (ii) 3,100 shares owned by
Mr. Prieto's spouse.
(12) Includes 47,500 shares subject to stock options exercisable
within 60 days and 250 shares held in a trust as to which
Mr. Segner holds shared voting and investment power.
(13) Includes (i) 300,000 shares subject to stock options
exercisable within 60 days owned by Americas Partners, of
which Mr. Tahbaz is a managing director; (ii) 40,000 shares
issuable upon exercise of warrants; and (iii) 22,500 shares
subject to stock options exercisable within 60 days.
(14) Consists of (i) 50,669 shares subject to options exercisable
within 60 days; and (ii) 2,098 shares beneficially owned by
Mr. Todd in the Company's 401(k) plan.
(15) Includes 873,169 shares subject to stock options exercisable
within 60 days and 200,000 shares issuable upon exercise of
warrants.
13
<PAGE>
COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT OF 1934
Based on its review of the copies of reports filed and upon
written representations, the Company believes that during 1998,
executive officers, directors and ten percent stockholders of the
Company were in compliance with their filing requirements under
Section 16(a) of the Exchange Act of 1934, as amended, with the
exception that Mr. R. Bernstein did not timely report shares of the
Company's common stock purchased by his spouse.
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
KPMG Peat Marwick LLP, independent certified public accountants,
audited the financial statements of the Company for the fiscal year
ended December 31, 1998. Representatives of KPMG Peat Marwick LLP
will attend the Annual Meeting, will have the opportunity to make a
statement if they desire to do so, and will be available to respond to
appropriate questions. Selection of auditors for the current fiscal
year is pending a final decision by the Audit Committee of the Board
of Directors.
STOCKHOLDER PROPOSALS
Stockholders who intend to present proposals at the 2000 Annual
Meeting of Stockholders, which the Company expects to hold in June
1999, must deliver proposals to the Company at its principal executive
offices, Attention: Corporate Secretary, by Monday, January 11, 1999,
for inclusion in the proxy materials relating to that meeting. All
proposals must comply with the applicable requirements of federal
securities' laws and the Company's Bylaws.
OTHER MATTERS
The Company knows of no business that will be presented for
consideration at the Annual Meeting other than that described above.
However, if any other business should come before the Annual Meeting,
it is the intention of the persons named in the enclosed Form of Proxy
to vote the Proxies in respect of any such business in accordance with
their best judgment.
BY ORDER OF THE BOARD OF DIRECTORS:
/s/ Aaron D. Todd
Aaron D. Todd, Secretary
July 12, 1999
Englewood, Colorado
14
<PAGE>
Proxy
AIR METHODS CORPORATION
7301 South Peoria Street
Englewood, Colorado 80112
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints George W. Belsey and Aaron D.
Todd, and each of them, as Proxies, each with the power to appoint his
substitute, and hereby authorizes them to represent, and to vote as
designated on the reverse side, all the shares of Common Stock of Air
Methods Corporation held of record by the undersigned on July 1, 1999
at the Annual Meeting of Stockholders to be held on August 11, 1999 or
any adjournment or postponement thereof upon the following matters, as
set forth in the Notice of said Meeting and Proxy Statement, dated
July 12, 1999, copies of which have been received by the undersigned.
CONTINUED AND TO BE SIGNED ON REVERSE SIDE
15
<PAGE>
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER
DIRECTED HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS
MADE, THIS PROXY WILL BE VOTED FOR THE ELECTION OF THE NOMINEES FOR
DIRECTOR.
The director-nominees below are proposed by the Board of Directors of
Air Methods Corporation.
1. ELECTION OF DIRECTORS:
Nominees: Samuel H. Gray; Roy L. Morgan; Morad Tahbaz
FOR WITHHELD
_____ _____
For all nominees except:
_________________________________
To withhold authority to vote for any individual,
check box and write such individual's name in the space provided.
2. In their discretion, the Proxies are authorized to vote upon such
other matters as may be incidental to the conduct of the meeting.
MARK HERE _____
FOR ADDRESS
CHANGE AND
NOTE AT LEFT
PLEASE MARK, SIGN, DATE AND
RETURN THE PROXY CARD
PROMPTLY USING THE ENCLOSED
POSTAGE PRE-PAID ENVELOPE.
Please sign exactly as your
name appears on this Proxy.
If the shares represented by
this Proxy are held by joint
tenants, both must sign.
When signing as attorney,
executor, administrator,
trustee or guardian, please
give full title as such.
If stockholder is a corporation,
please sign in full corporate
name by President or other
authorized officer. If
stockholder is a partnership,
please sign in partnership
name by an authorized person.
Signature:_____________________ Date __________________
Signature:_____________________ Date __________________
16
