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
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material pursuant to Rule 14a-11(c) or Rule 14a-12
TIS Mortgage Investment Company
---------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
---------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-
6(j)(2).
[ ] $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:
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2) Aggregate number of securities to which transaction applies:
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3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:_/
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4) Proposed maximum aggregate value of transaction:
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_/ Set forth the amount on which the filing fee is calculated and state
how it was determined.
[ ] 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:
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2) Form, Schedule or Registration Statement No.:
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3) Filing Party:
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4) Date Filed:
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<PAGE>
TIS MORTGAGE INVESTMENT COMPANY
655 MONTGOMERY STREET, SUITE 800
SAN FRANCISCO, CALIFORNIA 94111
(415) 393-8000
________________________________________________
Notice of Annual Meeting of Stockholders
To Be Held on June 8, 1994
________________________________________________
To Our Stockholders:
The 1994 Annual Meeting of Stockholders of TIS Mortgage Investment Company
will be held at The Mandarin Oriental Hotel, 222 Sansome Street, San
Francisco, California on Wednesday, June 8, 1994, at 10:00 a.m., Pacific
time, to consider and act upon the following matters:
1. To elect three (3) Class III directors to serve for three years.
2. To vote on a proposal to ratify the appointment of Arthur
Andersen & Co. as the independent accountants of the Company for
the fiscal year ending December 31, 1994.
3. To transact such other business as may properly come before the
meeting or any adjournments thereof.
The foregoing items of business are more fully described in the Proxy
Statement accompanying this Notice.
Only stockholders of record at the close of business on March 31, 1994, the
record date, will be entitled to vote at the meeting.
All stockholders are cordially invited to attend the meeting in person. To
assure your representation at the meeting, however, you are urged to mark,
sign, date and return the enclosed proxy card as promptly as possible in
the postage-prepaid envelope enclosed for that purpose. Any stockholder
attending the meeting may vote in person even if he or she has previously
returned a proxy.
W. Bruce McConnel, III
Secretary
May 5, 1994
The Proxy Statement for the Annual Meeting follows this page. The Annual
Report of the Company to its stockholders for the calendar year ended
December 31, 1993 accompanies this Proxy Statement.
<PAGE>
TIS MORTGAGE INVESTMENT COMPANY
655 MONTGOMERY STREET, SUITE 800
SAN FRANCISCO, CALIFORNIA 94111
___________________________________
PROXY STATEMENT
___________________________________
General
This Proxy Statement, which is being sent to stockholders on or about
May 5, 1994, is furnished in connection with the solicitation by TIS
Mortgage Investment Company, a Maryland corporation (the "Company"), of
proxies for use at the Annual Meeting of Stockholders of the Company (the
"Meeting") to be held at The Mandarin Oriental Hotel in San Francisco,
California on Wednesday, June 8, 1994, at 10:00 a.m., Pacific time, and any
adjournments thereof.
Record Date
Stockholders of record at the close of business on March 31, 1994 (the
"Record Date") are entitled to vote at the Meeting. On the Record Date,
there were issued and outstanding
8,105,880 shares of the Company's Common Stock, $.001 par value (the
"Common Stock").
Revocability of Proxies
A proxy may be revoked in writing at any time before it is exercised
by filing with the Secretary of the Company an instrument of revocation or
a duly executed proxy bearing a later date. A proxy may also be revoked by
attending the meeting and electing to vote in person, but mere attendance
at the meeting will not revoke a proxy.
Solicitation
The expense of printing and mailing proxy materials will be borne by
the Company. In addition to the solicitation of proxies by mail,
solicitation may be made by certain directors, officers and other employees
of the Company by personal interview, telephone or telefax. No additional
compensation will be paid for such solicitation. Copies of proxy materials
will be furnished to brokerage houses, fiduciaries and custodians to
forward to beneficial owners of Common Stock held in their names. The
Company will reimburse such persons for their reasonable expenses in
forwarding proxy materials to such beneficial owners.
Voting
The presence, in person or by proxy, of the holders of a majority of
the total shares of Common Stock outstanding constitutes a quorum for the
transaction of business at the meeting. If a proxy is properly executed
and returned accompanied by instructions to withhold authority, or is
marked with an abstention, the shares represented thereby will be
considered to be present at the Meeting for purposes of determining the
existence of a quorum for the transaction of business. Each stockholder
voting at the meeting in person or by proxy may cast one vote per share of
Common Stock held for each nominee for director. In the election of
directors, the three nominees receiving the highest number of votes cast at
the meeting will be elected. The withholding of voting authority with
respect to the election of directors will have no legal effect on the
election of directors. Cumulative voting in the election of directors is
not permitted. On all other matters, one vote may be cast for each share
of Common Stock held. Abstentions do not constitute a vote "for" or
"against" a matter and will be disregarded in determining the "votes cast"
on an issue. Broker "non-votes" (i.e., proxies from brokers or nominees
indicating that such persons have not received instructions from the
beneficial owner or other persons entitled to vote shares on a particular
matter with respect to which the brokers or nominees do not have
discretionary power) will be treated the same as abstentions.
Beneficial Ownership
As of March 31, 1994, to the Company's knowledge, no person owned
beneficially more than 5% of the Company's Common Stock.
Annual Report
The Company's 1993 Annual Report to Stockholders, which was mailed to
stockholders with this Proxy Statement, contains financial and other
information about the activities of the Company but is not incorporated
into this Proxy Statement and is not to be considered a part of these proxy
solicitation materials.
I. ELECTION OF DIRECTORS
The Company's Articles of Incorporation and By-Laws provide that the
Board of Directors shall be divided into three classes as nearly equal in
number as possible. There are currently eight directors. Class III which
comes up for election at the Meeting consists of three directors. The
Board of Directors has nominated, and recommends the election of, the
following three persons to continue as members of this Class and to serve
as directors of the Company until the 1997 Annual Meeting or until their
successors are elected and have qualified:
Robert H. Edelstein
Lorraine O. Legg
Will M. Storey
All of the nominees are presently serving as directors of the Company.
Although the Board of Directors has no reason to believe that any of them
will be unable to serve, if such should occur, proxies will be voted
(unless marked to the contrary) for such person or persons as shall be
recommended by the Board of Directors, unless the Board of Directors
decides to reduce the number of directors.
The Company has an agreement (the "Management Agreement") with TIS
Financial Services, Inc. (the "Manager") which provides that the Manager
shall be responsible for the day-to-day operations of the Company. The
Manager is a Delaware corporation, 75% of the common stock of which is held
by Corporate Capital Investment Advisors, a California corporation. The By-
Laws of the Company provide that a majority of the members of the Board of
Directors, and any committee thereof, must be "Unaffiliated Directors",
i.e. persons who (i) are not "Affiliates" of the Manager, as that term is
defined in the By-Laws or Affiliates of persons who are Affiliates of the
Manager, and (ii) are not employed by, or receiving any compensation
(except for serving as a director) from the Company.
Beneficial Ownership
The following table sets forth, as of March 31, 1994, certain
information with respect to each nominee for election as a director, each
director whose term of office will continue after the Annual Meeting, each
executive officer, and all nominees, continuing directors and officers of
the Company as a group:
<TABLE>
<CAPTION>
Present Common Shares
Director Term Beneficially Percent of
Name Since Expires Owned * Common Stock
- --------------------------- -------- ------- ------------- ------------
<S> <C> <C> <C> <C>
John D. Boyce 1988 1995 2,000 ***
Robert H. Edelstein 1988 1994 1,000 ***
Patricia M. Howe (1) 1988 1996 37,500 (3) ***
Douglas B. Fletcher (2) 1988 1995 100 ***
Robert W. Ledoux 1988 1996 3,550 (4) ***
Lorraine O. Legg (1) 1988 1994 20,000 (5) ***
Harvie M. Merrill 1988 1996 3,000 (6) ***
Will M. Storey 1988 1994 25,000 ***
John E. Castello (1) ** ** 8,800 (7) ***
W. Bruce McConnel, III (8) ** ** -- --
All directors and executive 100,950 1.25%
officers as a group
(10 persons)
<FN>
* Unless otherwise indicated, the beneficial owner has sole voting and investment
power.
** Not a director
*** Less than 1%
(1) Affiliated with the Manager.
(2) Mr. Fletcher is a partner of a partnership that indirectly owns stock in the
Manager.
(3) Includes 2,000 shares owned by a trust of which Ms. Howe is a co-trustee and as
to which she shares voting and investment power.
(4) Includes 500 shares held in an individual retirement account for the benefit of
Mr. Ledoux' wife as to which Mr. Ledoux shares voting and investment power.
(5) Includes 100 shares as to which Ms. Legg shares voting and investment power.
(6) Includes 2,000 shares held jointly by Mr. Merrill's wife and mother-in-law as to
which Mr. Merrill shares voting and investment power.
(7) Includes 2,300 shares held in an individual retirement account for the benefit of
Mr. Castello's wife and 1,000 shares held in a joint account with Mr. Castello's
mother, as to both of which Mr. Castello shares voting and investment power.
(8) Drinker Biddle & Reath, of which Mr. McConnel and Henry S. Hilles, Jr., the
Assistant Secretary of the Company, are partners, receives legal fees as counsel
to the Company.
</TABLE>
Biographical Information
Biographical information with respect to the three nominees for
election, as well as for each continuing director and each executive
officer of the Company, furnished in part by each such person, appears on
the following pages. Except as otherwise noted, the named individuals have
had the occupations indicated (other than directorships) for at least 5
years. Officers of the Company are elected annually to serve for one-year
terms or until their successors are elected and have qualified.
John D. Boyce, 67, Retired. From 1975 to September 1993, Vice
President Financial Affairs, University of San Diego, in which capacity he
was responsible for investments, controllership, administration,
facilities, construction and communications; from 1970 to 1979, owner and
operator of North County Cable TV, Incorporated, serving San Diego County;
from 1966 to 1975, Partner, Lomas Santa Fe Development Company and Lomas
Santa Fe Realty (over one thousand single family homes and condominiums,
shopping centers, and country club and office buildings); Founder of Rancho
Santa Fe Thrift & Loan Association, San Diego, California.
Robert H. Edelstein, 50, Real Estate Development Professor and Co-
Chairman, Center for Real Estate, Haas School of Business, University of
California at Berkeley; from 1982 to 1985, Professor of Finance and Co-
Director, Real Estate Center, The Wharton School, The University of
Pennsylvania; Director, Beach Savings and Loan.
Patricia M. Howe, 65, Chairman of the Company (since 1988); Chairman
and Chief Executive Officer, Capitalcorp, Inc.; Chairman, Capitalcorp Asset
Management; Chairman, Pacific Securities, Inc.; Chairman, United Securities
Financial Corporation of Illinois; Chairman, Chief Financial Officer and
Managing Director, Corporate Capital Investment Advisors; Chairman, TIS
Asset Management (since 1991); Chairman, TIS Financial Services, Inc.
(formerly Thrift Investment Services) (financial products); Director, TIS
Mortgage Acceptance Corporation (subsidiary of the Company).
Douglas B. Fletcher, 68, Chairman and Chief Executive Officer,
Fletcher Capital Advisors Incorporated (investment advisor); Partner,
Newport Partners (private venture capital firm); Chairman, On-Site Toxic
Control Inc. (destruction of toxic organics in waste water); Vice Chairman,
The Pacific Horizon Group of mutual funds managed by Bank of America; from
1962 to 1982, Chairman and Chief Executive Officer of Angeles Corporation
(AMEX), with over $2 billion of securities and approximately $400 million
of real estate assets under management; former Allied Member, New York
Stock Exchange; Chartered Financial Analyst.
Robert W. Ledoux, 52, Associate, Bryan & Edwards (private venture
capital) since 1984; for the prior 11 years, Vice President, BA Investment
Management Co. (wholly-owned subsidiary of Bank of America).
Lorraine O. Legg, 54, President and Chief Executive Officer of the
Company (since 1988); President and Director, Capitalcorp, Inc.; President
and Director, Pacific Securities, Inc.; President, Chief Executive Officer
and Managing Director, Corporate Capital Investment Advisors; President and
Chief Executive Officer, TIS Financial Services, Inc. (financial products);
Director, Meridian Point Realty Trust '83; Director, Meridian Point Realty
Trust #VI Co.; Director, Meridian Point Realty Trust #VIII Co.; Director,
Downtown Association of San Francisco; Director, Children's Garden of
California; Director, National Foundation For Charitable Giving; Director,
Thermaltech Development, Inc.
Harvie M. Merrill, 73, Private Investor. Until 1988, Chairman and
Chief Executive Officer, Hexcel Corporation (a manufacturer of lightweight
composite aircraft materials); until 1990, Director, Fibreboard Corporation
(a lumber, plywood and fiberglass insulation manufacturing corporation).
Will M. Storey, 62, Executive Vice President, Chief Financial Officer
and Director, American President Companies, Ltd. (holding company)(since
1991); Director, Manville Corporation (since 1989); Director, Albertsons
Inc. (since 1992)(supermarkets); Director, Riverwood International Corp.
(since 1992); from 1982 to 1988, Vice Chairman, Executive Vice President
and Chief Financial Officer of Federated Department Stores Inc. in which
capacity he was responsible for research, finance and planning of all real
estate activities; prior to 1982, Vice President and Chief Financial
Officer, Boise Cascade Corporation.
John E. Castello, 49, Executive Vice President and Chief Financial
Officer of the Company (since 1988) and its Treasurer (since June, 1993);
Senior Vice President, TIS Financial Services, Inc. (formerly Thrift
Investment Services) (financial products); Director, TIS Mortgage
Acceptance Corporation (subsidiary of the Company); Director and Senior
Vice President, TIS Asset Management (since 1991); Assistant Secretary,
INVG Mortgage Securities Corp. (since 1992).
W. Bruce McConnel, III, 51, Secretary of the Company (since 1988);
Partner, Drinker Biddle & Reath (law firm).
Information Concerning Meetings and Certain Committees
The Board of Directors held four meetings during fiscal 1993. The
Company has a standing Audit Committee consisting of Messrs. Boyce,
Edelstein, Ledoux, Merrill, and Storey. This Committee makes
recommendations to the Board of Directors concerning the engagement,
retention and discharge of independent auditors, reviews with the Company's
independent auditors the plans and results of the auditing engagement and
the adequacy of the Company's system of internal accounting controls, and
directs any investigations into matters within the scope of the foregoing
duties. The Audit Committee met once during fiscal 1993. The Company does
not have standing nominating or compensation committees or any other such
committee which performs similar functions.
During fiscal 1993, all directors attended at least 75% of the total
number of meetings of the Board of Directors.
Compensation of Directors
The Company pays an annual director's fee of $12,000 to each director
who is not an Affiliate of the Manager and a fee of $300 for each meeting
of the Board of Directors attended by each such director (except meetings
by conference telephone) and of each committee of the Board of Directors.
The Company reimburses directors for costs and expenses incurred in
attending such meetings.
II. RATIFICATION OF APPOINTMENT OF ACCOUNTANTS
The Board of Directors has appointed Arthur Andersen & Co.,
independent public accountants, to audit the Company's consolidated
financial statements for the fiscal year ending December 31, 1994. The
stockholders will be asked to ratify this appointment. In the event of a
negative vote on such ratification, the Board of Directors will reconsider
its selection.
Arthur Andersen & Co. has served as the Company's independent public
accountants since the first fiscal period ended December 31, 1988.
Representatives of Arthur Andersen & Co. are expected to be present at the
meeting and will have the opportunity to respond to appropriate questions
and to make a statement if they desire.
III. OTHER MATTERS
The Company knows of no other matters to be submitted to the meeting.
If any matters properly come before the meeting, it is the intention of the
persons named on the enclosed proxy card to vote the shares they represent
as the Board of Directors may recommend.
IV. MANAGEMENT AGREEMENT
The Manager advises the Company on various aspects of its business and
manages its operations in accordance with investment criteria established
by the Company's Board of Directors. The executive officers of the
Manager, all of whom serve as directors and/or officers of the Company, are
as follows: Patricia M. Howe, Chairman of the Board; Lorraine O. Legg,
President and Chief Executive Officer; and John E. Castello, Senior Vice
President. Ms. Howe and Ms. Legg each own 38.125% of the outstanding stock
of the parent of the Manager. For performing these services, the Manager
receives (i) a base management fee payable quarterly, in an amount equal to
3/8 of 1% per annum of the Company's average invested assets and (ii) an
incentive management fee, payable quarterly, in an amount equal to 25% of
the amount by which the Company's annualized return on equity exceeds the
ten-year U.S. Treasury Rate plus 1%. Management fees of $179,000 were
earned in 1993.
The Company reimburses the Manager for certain expenses incurred by
the Manager on the Company's behalf, including rent, telephone, utilities,
office furniture, equipment and machinery, computers, and computers
services, as well as expenses relating to accounting, bookkeeping and
related administrative functions (including the employment expenses of any
persons performing these functions), and fees and expenses of agents
employed directly by the Company or by the Manager at the Company's
expense. Reimbursable expenses paid by the Company to the Manager totaled
$339,182 for 1993. This amount included $144,500 paid by the Company as
reimbursement of 85% of the salary of John E. Castello, the Executive Vice
President, Treasurer and Chief Financial Officer of the Company. The
Company expects to pay similar amounts to the Manager in 1994.
The Company has a bonus program pursuant to which employees of the
Manager or of the Company who devote at least 50% of their time solely to
business of the Company and who were employed during the full calendar year
are eligible to participate. The total amount of bonuses for a calendar
year is equal to 3.5% of the dollar amount, if any, by which the Company's
annualized return on equity exceeded the ten-year U.S. Treasury rate plus
1%. Bonuses are payable after the end of the year. No bonuses were earned
in 1993. This program is subject to annual review by the Board of
Directors.
In order to compensate the Manager for certain administrative
functions that the Manager will perform with respect to certain Residual
Interests purchased by the Company for which neither the Manager nor an
Affiliate acts as bond administrator, the Company pays the Manager a fee
equal to $10,000 for each year or fraction thereof that the Company holds
such Residual Interest. A total of $110,000 of these Residual Interest
administration fees were paid to the Manager in 1993. The Company will
also pay the Manager certain bond issuance and administration fees when it
acts in the capacity of bond administrator in connection with the issuance
and administration of Structured Securities issued by or on behalf of the
Company. Such fees are comparable to those that the Company would pay
unrelated entities.
Directors and executive officers of the Company are required to devote
only so much of their time to the Company's affairs as is necessary or
required for the effective conduct and operation of the Company's business.
Because the Management Agreement provides that the Manager will assume
principal responsibility for managing the affairs of the Company, the
officers of the Company, in their capacities as such, are not expected to
devote substantial portions of their time to the affairs of the Company.
However, in their capacities as officers or employees of the Manager, or of
the general partner of the Manager, they will devote such portion of their
time to the affairs of the Company as is required for the performance of
the duties of the Manager under the Management Agreement.
The Management Agreement is renewable annually. In June of 1993 the
Board of Directors renewed the Management Agreement through June 30, 1994.
It is thereafter renewable upon the affirmative vote of a majority of the
Unaffiliated Directors. The Management Agreement may be terminated at any
time upon 60 days' notice by the vote of a majority of the Unaffiliated
Directors or by the vote of the holders of a majority of the outstanding
shares of Common Stock of the Company.
V. ADDITIONAL INFORMATION
Stock Performance Graph
The following chart compares the cumulative total stockholder return
on the Company's common stock during the five years ended December 31 1993
with a cumulative total return on the Standard & Poor's 500 Stock Index and
an industry index (the "Index") prepared by the National Association of
Real Estate Investment Trusts ("NAREIT"). The Index consists of Mortgage
Real Estate Investment Trusts and includes 31 companies with a total market
capitalization of $3.3 billion as complied by NAREIT. The comparison
assumes $100 was invested on December 31, 1988 in the Company's common
stock and in each of the foregoing indices and assumes reinvestment of
dividends.
<TABLE>
<CAPTION>
NAREIT
MORTGAGES S&P 500 TIS
--------- --------- ---------
<S> <C> <C> <C>
12/31/88 100.00 100.00 100.00
12/31/89 84.10 131.49 112.28
12/31/90 68.65 127.32 119.03
12/31/91 90.50 166.21 160.56
12/31/92 92.24 178.96 76.79
12/31/93 105.66 196.84 45.97
</TABLE>
Any stockholder wishing to receive a copy of the Index may contact the
Company at its address provided above.
Compliance with Section 16(a) of the Securities Exchange Act
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's officers and directors, and persons who own more than ten percent
of the Company's common stock to file reports of ownership and changes in
ownership on Forms 3, 4 and 5 with the Securities and Exchange Commission.
Officers, directors and greater than ten percent stockholders are required
by SEC regulation to furnish the Company with copies of all Forms 3, 4 and
5 they file. Based solely on the Company's review of the copies of such
forms it has received, the Company believes that all its officers,
directors and greater than ten percent beneficial owners complied with all
filing requirements applicable to them during the reporting period ended
December 31, 1993, except that Robert W. Ledoux failed to timely file Form
5 reporting the acquisition of 50 shares of the Company's common stock
pursuant to the Company's dividend reinvestment plan.
Stockholder Proposals
In order to be eligible for inclusion in the Company's proxy materials
for the 1995 Annual Meeting, stockholders' proposals to take action at such
meeting must comply with applicable Securities and Exchange Commission
Rules and Regulations, must be directed to the Secretary of the Company at
the offices set forth on page 1 of this proxy statement, and must be
received by the Company not later than December 1, 1994.
The Company, upon request, will furnish to record and beneficial
holders of its Common Stock, free of charge, a copy of its Annual Report on
Form 10-K (including financial statements and schedules but without
exhibits) for fiscal 1993. Copies of exhibits to the Form 10-K also will
be furnished upon request and the payment of a reasonable fee. All
requests should be directed to the Secretary of the Company at the offices
of the Company set forth on page 1 of this proxy statement.
W. Bruce McConnel, III
Secretary
May 5, 1994
<PAGE>
PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
TIS MORTGAGE INVESTMENT COMPANY
The undersigned hereby appoints John E. Castello and Patricia M. Howe,
or either of them, Proxies, with full power of substitution, to represent
and vote, as designated herein, all shares of common stock of TIS Mortgage
Investment Company held of record by the undersigned on March 31, 1994 at
the Annual Meeting of Stockholders to be held at the Mandarin Oriental
Hotel, 222 Sansome, San Francisco, California on June 8, 1994, at 10:00
a.m., and at any adjournment thereof. The undersigned hereby revokes any
and all proxies heretofore given with respect to such meeting.
The Board of Directors recommends a vote FOR Items 1 and 2.
(Continued, and to be marked, dated and signed, on the other side)
<PAGE>
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY
WILL BE VOTED FOR PROPOSALS 1 AND 2.
1. ELECTION OF DIRECTORS
FOR All WITHHOLD NOMINEES: Robert H. Edelstein, Lorraine O. Legg
nominees AUTHORITY and Will M. Storey
listed to to vote
the right for all (INSTRUCTION: To withhold authority to vote for
(except as nominees any individual nominee, write that nominee's
marked to listed to name in the space provided below.)
the the right
contrary)
[ ] [ ] ________________________________________________
2. Ratification of Arthur Andersen as the independent certified public
accountants of the corporation.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
3. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting.
Please sign as name appears below. When shares
are held by joint tenants, both should sign.
When signing as attorney, executor,
administrator, trustee, or guardian, please give
full title as such. If a corporation, please
sign in full corporate name by President or other
authorized officer. If a partnership, please
sign in partnership name by authorized person.
Dated:_____________________________________, 1994
_________________________________________________
(Signature)
_________________________________________________
(Signature if held jointly)
PLEASE SIGN, DATE, AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.
