SCHEDULE 14A
Information Required in Proxy Statement
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
ADM Tronics Unlimited, Inc.
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of filing fee (Check the appropriate box):
[X]No fee required.
[ ]Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1)Title of each class of securities to which transaction applies:
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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 (Set forth the amount on which the
filing fee is calculated and state how it was determined).
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(4)Proposed maximum aggregate value of transaction:
- ---------------------------------------------------------------------
(5) Total fee paid:
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[ ]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 of 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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ADM TRONICS UNLIMITED, INC.
224-S PEGASUS AVENUE
NORTHVALE, NEW JERSEY 07647
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
December 4, 1998
NOTICE IS HEREBY GIVEN that a Special Meeting of Shareholders of ADM
Tronics Unlimited, Inc. (the "Company") will be held at 10 A.M., Eastern
Time, on December 4, 1998 at Suite 330, 5100 Town Center Circle, Boca Raton,
Florida for the following purposes:
1. To consider and act upon a proposed amendment to ARTICLE FOURTH of
the Company's Certificate of Incorporation (the form of which is attached
hereto as Exhibit A) to effect a reverse stock split in which each four
shares of the Company's common stock, par value $.0005 per share, will be
reclassified and changed into one share of new common stock ("New Common
Stock"), par value $.002 per share, and to decrease the aggregate number of
shares of common stock which the Company is authorized to issue from
150,000,000 to 37,500,000, and
2. To consider and act upon such other matters as may properly come
before the meeting or any adjournment thereof.
Only shareholders of record at the close of business on October 26,
1998 will be entitled to notice of and to vote at the Special Meeting.
BY ORDER OF THE BOARD OF DIRECTORS
ANDRE' DI MINO, SECRETARY
Northvale, New Jersey
November 17, 1998
IMPORTANT
IT IS IMPORTANT THAT AS MANY SHARES AS POSSIBLE BE VOTED IN PERSON OR BY
PROXY, THEREFORE, PLEASE DATE, SIGN AND RETURN THE ENCLOSED PROXY AS SOON
AS POSSIBLE. THE RETURN OF A PROXY WILL NOT AFFECT, IMPAIR OR RESTRICT YOUR
RIGHTS AS A SHAREHOLDER TO REVOKE THE PROXY OR TO ATTEND THE SPECIAL
MEETING AND VOTE IN PERSON. IT WILL HOWEVER, HELP TO AVOID ADDED PROXY
SOLICITATION COSTS.
ADM TRONICS UNLIMITED, INC.
224-S PEGASUS AVENUE
NORTHVALE, NEW JERSEY 07647
PROXY STATEMENT
The enclosed proxy is being solicited by ADM Tronics Unlimited, Inc.
(the "Company") for use at the Special Meeting of Shareholders to be held
at 10 A.M., Eastern Time, on December 4, 1998 at Suite 330, 5100 Town Center
Circle, Boca Raton, Florida and any adjournment or adjournments thereof.
The Company has been advised by the members of the Board of Directors that each
of them intends to vote in favor of the proposal described below. This Proxy
Statement and the accompanying form of Proxy are first being sent to
shareholders on or about the date hereof.
OUTSTANDING VOTING SECURITIES
At the close of business on October 26, 1998 (the "record date"),
there were 46,649,907 shares of common stock of the Company issued
and outstanding (the "Common Stock"). Each such share is entitled to one
vote on each matter submitted to shareholders. Only shareholders of record
at the close of business on the record date are entitled to notice of and
to vote at the meeting or any adjournment or adjournments thereof.
The following table sets forth certain information as of October 26,
1998 with respect to any person who is known to the Company to be the
beneficial owner of more than 5% of any class of its voting securities and
as to each class of the Company's equity securities beneficially owned by
its directors and directors and officers as a group:
Title Name and Address Amount Approximate
of of Beneficial of Percent
Class Owner Beneficial of
Ownership(1) Class
Common Dr. Alfonso Di Mino 2,334,239(2) 5%(2)
Stock, 224-S Pegasus Ave. shares
$.0005 Northvale, NJ 07647
par value
Common Andre' Di Mino 7,672,696(3) 16%(3)
Stock, 224-S Pegasus Ave . shares
$.0005 Northvale, NJ 07647
par value 1,700,000(4) 4%(4)
shares
3,400,000(5) 7%(5)
shares
2,925,000(6) 6%(6)
shares
1
Common Vincent Di Mino 1,887,928(7) 4%(7)
Stock, 224-S Pegasus Ave. shares
$.0005 Northvale, NJ 07647
par value
5,100,000(8) 11%(8)
shares
Common Thomas Petrie -0- -
Stock, 32 Deerhaven Lane shares
$.0005 Newfoundland, NJ 07927
par value
Common John Berenyi 4,000 (9)
Stock, 12 Washington Avenue shares
$.0005 Westport, CT 06880
par value
Common Friedlander 2,896,600 6%
Stock International Limited shares
$.0005 Charlotte House
par value Nassau, Bahamas
Common Burton Friedlander 3,313,600 7%
Stock 104 Field Point Road shares
$.0005 Greenwich, CT 06830
par value
Common The American Heritage 2,500,000 (11) 5% (11)
Stock, Fund, Inc. shares
$.0005 1370 Avenue of the Americas
par value New York, N.Y. 10019
Common Officers and Direc- 19,923,863 (12) 39%(12)
Stock, tors as a group shares
$.0005 (5 persons)
par value
(1) Unless otherwise noted below, the Company believes that all persons
named in the table have sole voting and investment power with respect to
all shares of Common Stock beneficially owned by them. For purposes hereof,
a person is deemed to be the beneficial owner of securities that can be
acquired by such person within 60 days from the date hereof upon the
exercise of warrants or options or the conversion of convertible
securities. Accordingly, the table does not reflect the 715,741, 577,078,
700,000, 200,000 and 3,000,000 shares of Common Stock underlying options
granted to Dr. Alfonso Di Mino, Andre' Di Mino, Vincent Di Mino, Thomas
Petrie and Burton Friedlander, respectively which, other than the latter option,
are not exercisable until February 1999. Mr. Fridlander's option will become
exercisable May 1, 1999. In addition, the table does not reflect 100,000
and 3,000,000 shares of Common Stock underlying options which the Company
has agreed to issue, but has not yet issued, to John Berenyi and a
corporation controlled by Heiko H. Thieme, respectively. Mr.Thieme is the
Chief Executive Officer of The American Heritage Fund, Inc.
Each beneficial owner's percentage ownership is determined by assuming that
any such warrants, options or convertible securities that are held by such
person (but not those held by any other person) and which are exercisable
within 60 days from the date hereof, have been exercised.
(2) Represents (a) 1,004,239 shares of Common Stock directly owned by Dr. Di
Mino, (b) 1,000,000 shares of Common Stock beneficially owned by the spouse
of Dr. Di Mino, in which shares Dr. Di Mino disclaims any beneficial
2
ownership, and (c) 1,330,000 shares of Common Stock, which includes the
1,000,000 shares described in (b) above, subject to an agreement dated July
8, 1987 pursuant to which Dr. Di Mino has the power to vote such shares.
(3) Represents 7,672,696 shares of Common Stock directly owned by Mr. Di
Mino.
(4) Represents 1,700,000 shares of Common Stock held by the Andre' Di Mino
Irrevocable Trust, a Trustee and the beneficiary of which is Andre' Di Mino
who may be deemed to be a beneficial owner of the shares held by such
Trust.
(5) Represents 1,700,000 shares of Common Stock held each by the Maria Elena
Di Mino and Maurice Di Mino Irrevocable Trusts, a Trustee of which is Andre
Di Mino who may be deemed to be a beneficial owner of the shares held by
such Trusts by reason of his power to vote such shares.
(6) Represents shares held of record by Andre' Di Mino, as trustee, under a
Voting Trust Agreement with Electropharmacology, Inc. and Jones, Day,
Reavis & Pogue.
(7) Represents (a) 1,287,928 shares of Common Stock directly owned by Vincent
Di Mino, (b) 300,000 shares of Common Stock beneficially owned by the spouse
of Vincent Di Mino, and (c) 300,000 shares of Common Stock owned by the
child of Vincent Di Mino who resides in his home, in all of which shares set
forth in (b) and (c) of this Note (7) Mr. Di Mino disclaims any beneficial
ownership.
(8) Represents 5,100,000 shares of Common Stock of which 1,700,000 such
shares are held by each of the Andre' Di Mino Irrevocable Trust, the Maria
Elena Di Mino Irrevocable Trust and the Maurice Di Mino Irrevocable Trust.
Vincent Di Mino, a Trustee of each of such Trusts, may be deemed to be a
beneficial owner of the shares held by such Trusts by reason of his power
to vote such shares.
(9) Represents less than 1%.
(10) Represents 2,896,600 shares beneficially owned by Friedlander
International Limited and 417,300 shares owned by a pooled account managed by
Mr. Friedlander. Mr. Friedlander is the Chief Executive Officer and sole
shareholder of the General Partner of Friedlander International Limited.
(11) The table does not reflect 1,250,000 shares of Common Stock and
1,000,000 shares of Common Stock underlying a Warrant owned by The Global
Opportunity Fund Limited of which company Heiko H. Thieme is the Chief
Executive Officer. Mr. Thieme has disclaimed any beneficiary interest in
such shares.
(12) See Notes above.
3
VOTING PROCEDURE
Shares cannot be voted at the meeting unless the owner of record at the
close of business on the record date for the Special Meeting is present to
vote in person or is represented by a valid proxy. The enclosed proxy is a
means by which a shareholder may authorize the voting of his shares at the
Special Meeting. All shares represented by valid proxies received by the
Company prior to the time they are voted will be voted as specified by the
shareholder. A proxy may be revoked by the shareholder at any time prior to
the time it is voted by the delivery of written notice of the revocation to
the Secretary of the Company or by voting in person at the Special Meeting.
All votes, including ballots, will be counted by one or more inspectors
to be appointed by the Company prior to the Special Meeting. The Company
will reject a vote or proxy appointment if such inspector(s), acting in good
faith, have reasonable doubt about the validity of the signature on it or
about the signatory's authority to sign for the shareholder.
The affirmative vote of a majority of the shares of Common Stock is
necessary to approve the amendment to the Company's Certificate of
Incorporation to effect the reverse stock split and the reduction in the
authorized number of shares (collectively, the "Reverse Stock Split").
Abstentions and broker non-votes are counted for purposes of determining
the presence or absence of a quorum for the transaction of business. If a
shareholder, present in person or by proxy, abstains on any matter, the
shareholder's Common Stock will not be voted on such matter. Accordingly,
an abstention from voting on a matter by a person present in person or
represented by proxy at the Meeting has the same effect as a vote against
the matter. Broker non-votes will also have the same effect as a vote
against the Reverse Stock Split.
In the event that sufficient votes are not received for approval of any
of the proposals to be considered at the Special Meeting, persons named as
proxies may propose one or more adjournments of the Special Meeting
aggregating not more than 120 days to permit further solicitation of
proxies. Any such adjournment or adjournments will require the affirmative
vote of the holders of a majority of the Common Stock present in person or
by proxy at the Special Meeting. Persons named as proxies will vote in
favor of such adjournment those proxies which instruct them to vote in
favor of the Reverse Stock Split and will vote against any such adjournment
those proxies which instruct them to vote against or abstain from voting on
the Reverse Stock Spit. The cost of such additional solicitation and of
any adjourned session will be borne by the Company.
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PROXY SOLICITATION
Proxies will be solicited primarily by mail. The cost of the
solicitation will be borne by the Company. In addition to solicitation by
mail, certain officers and employees of the Company may solicit proxies by
telephone, facsimile transmission, telegraph or in person. These persons
will receive no compensation therefor but will be reimbursed by the Company
for any expenses incurred thereby. Arrangements will be made by the Company
with brokers, nominees, fiduciaries and other custodians to reimburse them
for their charges and expenses in forwarding proxy materials to the
beneficial owners of shares registered in their names.
The majority of the shares entitled to vote, represented in person or by
proxy, constitute a quorum at the Special Meeting.
AMENDMENT TO ARTICLE FOURTH OF THE COMPANY'S
CERTIFICATE OF INCORPORATION
The Board of Directors has adopted and recommended to the shareholders
approval of an amendment to the Company's Certificate of Incorporation to
effect the Reverse Stock Split, pursuant to which each four shares of the
Common Stock will be reclassified and changed into one share of New Common
Stock and the aggregate number of shares of common stock which the Company
is authorized to issue will be decreased from 150,000,000 to 37,500,000.
As a means of increasing the per share bid price to permit the Common
Stock to continue to be listed on the Nasdaq SmallCap Market, improving
marketability of the Common Stock and based on other considerations, on
November 5, 1998, the Board of Directors approved, subject to the
stockholder approval solicited hereby, a proposal to amend the Certificate
of Incorporation to effect the Reverse Stock Split.
Although the Company's Board of Directors believes as of the date of
this Proxy Statement that the one-for-four Reverse Stock Split is
advisable, the Reverse Stock Split may be abandoned by the Board of
Directors at any time before it is effected, including any such time
before, during, or after the Special Meeting. In addition, depending upon
prevailing market conditions, the Board of Directors may deem it advisable
to implement the Reverse Stock Split and concurrently declare a
stock-for-stock dividend in a ratio to be determined, the latter of which
does not require stockholder approval. Depending upon the amount of any
such stock-for-stock dividend, the decrease in the number of issued and
outstanding shares resulting from the Reverse Stock Split would be
partially offset, potentially to the extent that the result will be the
same as if a one-for-four, one-for-three or other reverse stock split ratio
had been approved by the Company's stockholders. The net effect of
implementation of the Reverse Stock Split and any subsequent dividend
declarations described herein will not result in more than four shares of
Common Stock being changed into each share of New Common Stock.
5
REASON FOR THE REVERSE STOCK SPLIT PROPOSAL
The Common Stock is currently listed on the Nasdaq SmallCap Market. The
Board of Directors believes that the continued listing of the Company's
Common Stock on the Nasdaq SmallCap Market is important for the
marketability of the Common Stock and the prestige of the Company in the
financial community. Nasdaq requires, with respect to continued listing,
among other things, a minimum bid price of $1.00. Because the Common Stock
had a closing bid price of less than $1.00 for at least ten consecutive
trading days, the Nasdaq SmallCap Market may delist the Common Stock.
The Company has been notified by Nasdaq that if the closing bid price of the
Common Stock is not at least $1.00 per share on or before December 11, 1998 and
at least the next ten trading days, the Common Stock will be delisted from
Nasdaq. In addition, if the Company is not otherwise in compliance with
Nasdaq's requirements, the Common Stock will also be delisted from Nasdaq.
The Board of Directors believes that the Reverse Stock Split, by decreasing
the number of shares outstanding, shouldincrease the bid price per share of
Common Stock and is necessary in order to permit the Company to meet the bid
price requirement for continued listing on the Nasdaq SmallCap Market. The
Company believes that the increased share price expected to result from the
Reverse Stock Split may enable the Company to continue to list its Common
Stock on the Nasdaq SmallCap Market. However, the decision is beyond the
control of the Company and may depend on a number of factors in addition to
the quantitative criteria discussed herein, and there can be no assurance
that the Common Stock will continue to be listed on the Nasdaq SmallCap
Market even if the Reverse Stock Split is effected or will not be delisted
prior to the Special Meeting of Shareholders. Furthermore, there can be no
assurance that the market price of the New Common Stock will increase to, or
remain above, $1.00 per share after the Reverse Stock Split. The Company is
aware that following a reverse stock split, in substantially all of such
instances a company's stock price will fail to reach or sustain a price equal
to the pre-split price multiplied by the reverse split multiple.
If the Company does not effect the Reverse Stock Split or is unable in
the future to satisfy the Nasdaq Small Cap Market maintenance requirements,
its securities can be expected to be delisted from Nasdaq. In such event,
trading, if any, in the Common Stock or New Common Stock, as the case may
be, would thereafter be conducted in the over-the-counter market in the
so-called "pink sheets" or the NASD's "Electronic Bulletin Board."
Consequently, the liquidity of such securities could be severely adversely
affected, not only in the number of shares which could be bought and sold,
but also through delays in the timing of transactions, reduction in
security analysts' and the news media's coverage of the Company and lower
prices for such securities than might otherwise be attained.
Theoretically, the number of shares outstanding should not, by itself,
affect the marketability of the Common Stock, the nature of investors who
acquire it, or the Company's reputation in the financial community.
However, in practice this is not necessarily the case, as certain investors
view low-priced stock as unattractive or, as a matter of policy, will not
extend margin credit on stock trading at low prices, although certain other
6
investors may be attracted to low-priced stock because of the greater
trading volatility sometimes associated with such securities. Many
brokerage houses are reluctant to recommend lower-priced stock to their
clients or to hold it in their own portfolios. Further, a variety of
brokerage house policies and practices discourage individual brokers within
those firms from dealing in low-priced stock because of the time-consuming
procedures that make the handling of low-priced stock unattractive to
brokerage houses from an economic standpoint.
There can be no assurance that the market price of the New Common Stock
immediately after implementation of the Reverse Stock Split will be
maintained for any period of time, that such market price will approximate
four times (or some other multiple of) the market price of the Common Stock
before the proposed Reverse Stock Split, or that such market price of the
Common Stock will exceed or remain in excess of the current market price of
the Common Stock.
CERTAIN EFFECTS OF THE REVERSE STOCK SPLIT
If the Reverse Stock Split is approved by the Stockholders at the
Special Meeting and the Company's Board of Directors subsequently
determines that it is advisable to proceed with the Reverse Stock Split,
the result (without giving effect to the stock dividend, if any, referred
to above) would be that each stockholder of the Company who owns four or
more shares of Common Stock will own one share of New Common Stock for
each four shares of Common Stock held immediately prior to the Reverse Stock
Split. No fractional shares or scrip would be issued and the number of
shares of Common Stock issuable to each stockholder will be rounded up to
the next whole number. If for any reason the Board of Directors deems it
advisable to do so, the Reverse Stock Split may be abandoned by the Board
of Directors at any time before, during, or after the Special Meeting and
prior to filing of the amendment to the company's Certificate of
Incorporation with the Secretary of State of the State of Delaware without
further action by the stockholders of the Company.
The Reverse Stock Split would not affect any stockholder's percentage
ownership interest in the Company or proportional voting power, except for
minor differences resulting from fractional shares. In addition, the
Reverse Stock Split should not reduce the number of stockholders of the
Company. The voting rights and other privileges of the holders of Common
Stock would not be affected substantially by adoption of the Reverse Stock
Split or subsequent implementation thereof.
THE BOARD OF DIRECTORS HAS CONCLUDED THAT THE POTENTIAL BENEFITS OF THE
AMENDMENT TO THE COMPANY AND ITS SHAREHOLDERS OUTWEIGH THE POSSIBLE
DISADVANTAGES.
7
SHAREHOLDER PROPOSALS FOR THE COMPANY'S NEXT
ANNUAL MEETING OF SHAREHOLDERS
The deadline for submitting shareholder proposals for inclusion in the
Company's proxy statement and form of proxy relating to the next Annual
Meeting of Shareholders is November 30, 1999. In order to avoid
controversy, shareholders should submit their proposals by means, including
electronic means, that permit them to prove the date of delivery. The
Company may exclude a proposal, but only after it has notified the
shareholder of the problem, and the shareholder has failed to adequately
correct it. Within 14 calendar days of receiving the proposal, the Company
must notify the shareholder in writing of any procedural or eligibility
deficiencies, as well as the time frame for the response. The response must
be postmarked, or transmitted electronically, no later than 14 days from
the date the Company's notification is received. The Company need not
provide such notice of a deficiency if the deficiency cannot be remedied,
such as a failure to submit a proposal by the Company's properly determined
deadline. If the Company intends to exclude the proposal, it will later
have to make a requisite submission with the Securities and Exchange Commission
and provide the shareholder with a copy.
OTHER MATTERS
The Company's management does not know of any other matters to be
presented at the Special Meeting other than those stated above. If any
other business should come before the Special Meeting, proxies will be
voted thereon in accordance with the views of the Company's management.
DATED: November 17, 1998
BY ORDER OF THE BOARD OF DIRECTORS
8
EXHIBIT A
This Corporation is authorized to issue THIRTY SEVEN MILLION FIVE
HUNDRED THOUSAND (37,500,000) Shares of Common Stock, $.002 par value,
which shall be designated "Common Shares" and FIVE MILLION (5,000,000)
shares of Preferred Stock, $.01 par value, which shall be designated
"Preferred Shares." The Preferred Shares shall be designated and issued in
such series and upon such terms and conditions as the Board of Directors
may from time to time determine. Such terms and conditions shall include,
but not be limited to, the entitlement of the holders of the Preferred
Shares to (a) cumulative, non-cumulative or partially cumulative dividends,
(b) the preference over any other class or classes of shares as to the
payment of dividends, (c) the preference in the assets of the Corporation
over any other class or classes of shares upon the voluntary or involuntary
liquidation of the Corporation, (d) the convertibility, if any, into shares
of any other class or into shares of any series of the same or any other
class, and (e) voting rights, if any. Each issued and outstanding share of
the Common Stock and each share held in treasury shall be, without any
further action on the part of the Corporation or any stockholder,
automatically changed and reclassified into one-fourth of a share of Common
Stock of the Corporation (the "Recapitalization") and each certificate
representing outstanding shares of Common Stock shall automatically and
without further action on the part of the holder thereof represent the
number of shares of Common Stock issuable with respect to the number of
shares of Common Stock represented by such certificate. No fractional
shares of Common Stock shall be issued in connection with the
Recapitalization and the number of shares of Common Stock issuable in
connection with the Recapitalization shall be rounded up to the next
highest number.
ADM TRONICS UNLIMITED, INC.
PROXY FOR SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON
December 4, 1998
The undersigned hereby constitutes and appoints Dr. Alfonso Di Mino and
Andre' Di Mino as attorneys and proxies with full power of substitution, to
attend and vote all of the shares which the undersigned is entitled to vote
at the Special Meeting of Shareholders of (the "Company") to be held at 10
A.M., Eastern Time, on December 4, 1998 at Suite 330, 5100 Town Center
Circle, Boca Raton, Florida and at any and all adjournments
thereof, with the same force and effect as if the undersigned were
personally present, and the undersigned hereby instructs said attorneys and
proxies to vote as follows with respect to the matters described in the
Proxy Statement:
1. __ FOR __ AGAINST __ ABSTAIN
To amend ARTICLE FOURTH of the Company's Certificate of Incorporation to to
effect a reverse stock split in which each four shares of the Company's
common stock, par value $.0005 per share, will be reclassified and changed
into one share of new common stock, par value $.002 per share and to decrease
the aggregate number of shares of common stock which the Company is
authorized to issue from 150,000,000 to 37,500,000.
2. To transact such other business as may properly come before the
meeting or any adjournment or adjournments thereof.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF THE COMPANY,
WHICH RECOMMENDS A VOTE FOR ITEM 1 WHICH HAS BEEN PROPOSED BY THE COMPANY.
AS TO ANY OTHER MATTER WHICH MAY PROPERLY COME BEFORE THE MEETING, SAID
PROXIES WILL VOTE IN ACCORDANCE WITH THEIR BEST JUDGMENT.
THIS PROXY when properly executed will be voted in the manner directed
herein. If no direction is given, the proxy will be voted FOR the Item
herein.
DATED: , 1998 (Signature)
(Signature)
NOTE: Please sign exactly as your name or names appear on this card.
Joint owners should each sign personally. When signing as attorney,
executor, administrator, personal representative, trustee or guardian,
please give your full title as such. Please sign date and return this proxy
in the enclosed envelope.
