<PAGE> 1
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
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Check the appropriate box:
/ / Preliminary Proxy Statement
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to sec. 240.14a-11(c) or sec. 240.14a-12
Roseville Telephone Company
- - --------------------------------------------------------------------------------
(Name of Registrant as Specified in its Charter)
Roseville Telephone Company
- - --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
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/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
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/ / 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,
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1) Amount Previously Paid:
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4) Date Filed:
<PAGE> 2
ROSEVILLE TELEPHONE COMPANY
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO THE SHAREHOLDERS:
The Annual Meeting of Shareholders of Roseville Telephone Company
(hereinafter called the Company) will be held at the Company's Industrial Avenue
Facility, 8150 Industrial Avenue, Building A, Roseville, California, on Friday,
June 17, 1994 at 8:00 o'clock P.M., for the following purposes:
1. To elect a Board of five (5) Directors; and
2. To transact such other business as may properly come before the
meeting.
Only shareholders of record on the books of the Company as of 5:00 o'clock
P.M., May 6, 1994 will be entitled to vote at the meeting or any adjournment
thereof.
BY ORDER OF THE BOARD OF DIRECTORS
(SIG)
THOMAS E. DOYLE
Secretary
SHAREHOLDERS WHO CANNOT ATTEND IN PERSON ARE REQUESTED TO FILL IN, DATE,
SIGN AND RETURN THE ENCLOSED PROXY AS PROMPTLY AS POSSIBLE.
Roseville, California, April 29, 1994.
<PAGE> 3
ROSEVILLE TELEPHONE COMPANY
P.O. BOX 969
211 LINCOLN STREET
ROSEVILLE, CALIFORNIA 95678
APRIL 29, 1994
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
The enclosed proxy is solicited on behalf of the Board of Directors of
Roseville Telephone Company (hereinafter called the Company) to be used at the
Annual Meeting of Shareholders on June 17, 1994, or any adjournment thereof, for
the purposes set forth in the foregoing notice. Any shareholder may revoke his
or her proxy at any time prior to its use by written communication to the
Secretary of the Company or by attendance at the Annual Meeting and voting in
person.
The approximate date of mailing to shareholders of notice of annual meeting
and this proxy statement is April 29, 1994.
VOTING SECURITIES
The Company has only one class of voting security, its Common Stock,
entitled to one vote per share and, as explained below, to cumulative voting in
the election of Directors. Only shareholders of record at 5:00 o'clock P.M. on
May 6, 1994, will be entitled to vote at the Annual Meeting. As of the close of
business on February 28, 1994, there were 13,399,194 shares of the Company's
Common Stock outstanding. On February 28, 1994, no person was known by the
Company to be the beneficial owner of more than five percent of its issued and
outstanding Common Stock, except as follows:
<TABLE>
<CAPTION>
AMOUNT AND NATURE PERCENT OF
NAME AND ADDRESS OF BENEFICIAL OWNER OF BENEFICIAL OWNERSHIP CLASS
- - ------------------------------------------------- ----------------------- -----------
<S> <C> <C>
Roseville Telephone Company Retirement
Supplement Plan................................ 923,055(1) 6.9%
P.O. Box 969
Roseville, California 95678
</TABLE>
- - ----------
(1) Shared voting and investment power.
In voting for Directors, each shareholder is entitled to vote his shares
for as many persons as there may be Directors to be elected, to accumulate his
votes and give one nominee votes equal to the number of Directors multiplied by
the number of shares of stock owned by him, or to distribute his votes upon the
same principle among as many nominees as he thinks fit. Shares cannot be voted
at the meeting unless the owner is present or represented by proxy. The five
candidates for election as Directors at the Annual Meeting of Shareholders who
receive the highest number of affirmative votes will be elected. Any other
matters submitted for shareholder approval at the Annual Meeting will require
the affirmative vote of a majority of the shares of the Company present or
represented and entitled to vote at the meeting. Because abstentions with
respect to any matter are treated as shares present or represented and entitled
to vote for the purposes of determining whether that matter has been approved by
the shareholders, abstentions have the same effect as negative votes. Broker
non-votes and shares as to which proxy authority has been withheld with respect
to any matter are not deemed to be present or represented for purposes of
determining whether shareholder approval of that matter has been obtained.
1
<PAGE> 4
ELECTION OF DIRECTORS
The following persons are nominees for Director to serve until the next
Annual Meeting of Shareholders and until their successor shall have been elected
and shall qualify. The nominees constitute the present Board of Directors, three
of whom were elected at the last Annual Meeting of Shareholders of the Company.
Brian H. Strom and John R. Roberts III were elected to the Board of Directors
effective at the adjournment of its December 1993 meeting to fill the vacancies
created by the retirements of Bill P. Sheppard and C. Doulton Burner. During
1993, the Board of Directors held twelve regular meetings, of which no incumbent
Director then serving attended less than 75 percent. The Company's Board of
Directors has no standing audit or nominating committee. In January 1994 the
Board of Directors constituted a Compensation Committee, composed of independent
Directors, whose functions include the review of and recommendations with
respect to officers' compensation, the review of officer performance and
consideration of benefit issues generally. The Compensation Committee members
are Ralph E. Hoeper, who serves as Chairman, and John R. Roberts III.
Shares represented by the proxy will be voted and the proxies will vote for
the election of all the nominees to the Board of Directors, except to the extent
that authority to vote for particular nominees has been withheld. If any person
is unable or unwilling to serve as a nominee for the office of Director at the
date of the Annual Meeting, or any adjournment thereof, the proxies will vote
for such substitute nominee as shall be designated by the proxies. The
management has no reason to believe that any of the nominees will be unable to
serve if elected a Director. The present Directors and Officers (consisting of
six individuals) beneficially owned, as of February 28, 1994, an aggregate
638,664 shares, or 4.8% of the Company's Common Stock. In respect to the
nominees and all the Directors and Officers as a group, the following
information is furnished as of February 28, 1994:
<TABLE>
<CAPTION>
SHARES OF
PRINCIPAL OCCUPATION AND COMPANY PERCENT
BUSINESS EXPERIENCE DIRECTOR BENEFICIALLY OF
NAME AGE FOR PAST FIVE YEARS SINCE OWNED(1) CLASS
- - --------------------------- --- --------------------------------- ------ --------- ---------
<S> <C> <C> <C> <C> <C>
Robert L. Doyle(2)(3)...... 75 Chairman of the Board of 1954 291,047 2.2%
Directors of the Company;
President and Chief Executive
Officer of the Company from
1954 to 1993.
Brian H. Strom(4).......... 51 President and Chief Executive Of- 1993 5,701 *
ficer of the Company (since De-
cember 1993); Vice President
and Chief Financial Officer of
the Company from 1989 to 1993.
Thomas E. Doyle(2)......... 65 Vice President (since 1972) and 1951 271,730 2.0%
Secretary-Treasurer (since 1965)
of the Company; Chairman of the
Board, Placer Savings Bank, Au-
burn, California.
Ralph E. Hoeper............ 69 President, Foresthill Telephone 1987 30,771 *
Company, Foresthill,
California.
John R. Roberts III........ 42 Executive Director (since 1990), 1993 9,669 *
California Rice Industry
Association; Executive Director
(from 1984 to 1990), Sacramento
Metropolitan Chamber of
Commerce; Director, Meta
Information Services, Inc.,
Sacramento, California.
All Directors and Officers
as a group (6 persons)... 638,664 4.8%
</TABLE>
- - ----------
* Less than 1.0%.
(1) Each beneficial owner has shared voting and investment power unless
otherwise noted.
(2) Robert L. Doyle and Thomas E. Doyle are brothers.
(3) Included in Robert L. Doyle's share ownership figure are 134,925 shares
in respect of which he has sole voting and investment power.
(4) Included in Brian H. Strom's share ownership figure are 4,854 shares in
respect of which he has sole voting and investment power.
Directors were compensated by a fee of $1,000 per month during 1993.
2
<PAGE> 5
EXECUTIVE COMPENSATION
The following table sets forth the executive compensation paid during the
years ended December 31, 1993, 1992 and 1991 to all officers of the Company who
earned more than $100,000 in combined salary and bonus in 1993:
Summary Compensation Table
<TABLE>
<CAPTION>
ANNUAL COMPENSATION
--------------------------------
OTHER ANNUAL ALL OTHER
NAME AND SALARY BONUS COMPENSATION(2) COMPENSATION(3)
PRINCIPAL POSITION(1) YEAR ($) ($) ($) ($)
- - -------------------------------------- ----- -------- ------ -------------- --------------
<S> <C> <C> <C> <C> <C>
Robert L. Doyle....................... 1993 347,775 -- 9,685 22,000
Chairman of the Board 1992 337,236 -- 6,235 22,000
of Directors 1991 285,501 -- 6,235 20,750
Brian H. Strom........................ 1993 201,385 -- 1,080 10,000
President and 1992 195,463 -- 795 10,000
Chief Executive Officer 1991 163,454 -- 415 7,346
A. A. Johnson......................... 1993 201,865 -- 8,480 10,000
Executive Vice President and 1992 195,843 -- 6,235 10,000
Chief Operating Officer 1991 163,934 -- 5,370 8,234
</TABLE>
- - ------------
(1) On December 22, 1993, Brian H. Strom, former Vice President and Chief
Financial Officer of the Company was elected President and Chief Executive
Officer and A. A. Johnson, former Vice President, Operations of the Company
was elected Executive Vice President and Chief Operating Officer. Robert L.
Doyle continues to serve as Chairman of the Board of Directors, a position
he held in addition to his service in 1993 as President and Chief Executive
Officer until the date above.
(2) Other annual compensation consists of gross-up payments to officers and
other employees for tax liability incurred in connection with imputed
premiums in respect of life insurance coverage in excess of $50,000.
(3) Reflects employer contributions to the Company's Retirement Supplement Plan
and, in respect of Robert L. Doyle, director's fees in the amounts of
$12,000, $12,000 and $10,750 for the years ended December 31, 1993, 1992 and
1991, respectively. See "Retirement Supplement Plan" and "Election of
Directors" for further information.
Retirement Supplement Plan
The Company has a Retirement Supplement Plan in which all employees of the
Company are eligible to participate after one year of service. Under the
Retirement Supplement Plan, eligible employees of the Company are allowed to
contribute to the plan not more than 6% of their annual compensation as an
"employee savings contribution." In addition, eligible employees may also
contribute to the plan not more than 10% of their annual compensation as an
"employee retirement contribution." Generally, in accordance with Section 401(k)
of the Internal Revenue Code, an employee who makes an employee retirement
contribution reduces by the amount of such contribution the amount of his or her
taxable income that is otherwise currently reportable for Federal tax purposes.
The Company will make employer contributions to the plan equal to 50% of the
employee's aggregate savings and retirement contributions. Subject to plan
limitations on total contributions and Company matching contributions, an
employee may elect to make either a savings contribution or a retirement
contribution, or both. Employees may voluntarily withdraw their employee savings
contributions upon appropriate notice to the Company, but must reach the age of
59 1/2, or alternatively, demonstrate a financial hardship to withdraw their
employee retirement contributions. Employees are always fully vested in employer
retirement contributions, and become vested in employer savings contributions at
the rate of 20% per each year of service or fully vested upon death, disability
or the reaching of age 65. Distribution from the plan occurs generally upon
termination of employment.
Pension Plan
The Company has a Pension Plan in which all employees are eligible to
participate after completing one year of service. Benefits under the plan are a
function of a participant's years of service with the Company and the employee's
average annual compensation during the period of the five consecutive years in
the last ten years of credited service in which annual compensation was the
largest. The monthly retirement benefit
3
<PAGE> 6
payable under the plan will be adjusted on the basis of actuarial equivalents
for a joint and survivor benefit and for optional forms of benefit, such as the
early retirement benefit. Benefits become fully vested at age 65 or on the
completion of 5 years of service, whichever first occurs, and are not subject to
any deduction for Social Security or other offset amounts.
While the Company may terminate the plan at any time, such termination will
not deprive any participant or beneficiary of any vested accrued benefits under
the plan to the extent such benefits are then funded.
Since the Pension Plan is a defined benefit plan, funding is determined
with respect to participants as a group and costs cannot be readily allocated to
any individual participant. The ratio of 1993 plan contributions to estimated
total covered compensation was 14.0%. Estimated total covered compensation has
been determined by increasing the total base annual rate of compensation of plan
participants at January 1, 1993 by 6.0%. Robert L. Doyle, Brian H. Strom and A.
A. Johnson are entitled to benefits under the Pension Plan, and at December 31,
1993, were credited with 40, 5 and 16 years of service, respectively, under the
plan. The compensation covered by the Pension Plan for each participant is
substantially similar to the sum of the salary and other annual compensation
reported above for each executive officer. However, the plan's formula
calculations notwithstanding, the Internal Revenue Code provided the following
general limitations in 1993: (i) a maximum annual benefit of $115,641 (increased
to $118,800 in 1994) assuming retirement at age 65, which also increases for
each year retirement is deferred beyond age 65, and (ii) current covered
compensation of $235,840 (decreased to $150,000 in 1994). Furthermore, such
limitations have varied in prior years. As a result of the limitations, the
calculation of annual benefits payable to Robert L. Doyle would be determined
with reference to the 1993 current compensation limitation identified above
rather than the inclusion of all of his annual compensation reported in the
Summary Compensation Table above. The table below illustrates approximate
benefits payable under the plan for the ranges of pay and periods of service
indicated, assuming retirement at age 65 in 1994, and reduced to reflect the
maximum benefit limitations imposed by the Internal Revenue Code (but without
giving effect to the covered compensation limitations).
<TABLE>
<CAPTION>
ESTIMATED ANNUAL PENSION FOR
HIGHEST CONSECUTIVE REPRESENTATIVE YEARS OF SERVICE
FIVE-YEAR AVERAGE -------------------------------------------------------------------
COMPENSATION 15 20 25 30 35 40
- - --------------------- ------- ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C>
$100,000........ $26,250 $35,000 $43,750 $52,500 $61,250 $70,000
125,000........ 32,813 43,750 54,688 65,625 76,563 87,500
150,000........ 39,375 52,500 65,625 78,750 91,875 105,000
175,000........ 45,938 61,250 76,563 91,875 107,188 118,800
200,000........ 52,500 70,000 87,500 105,000 118,800 118,800
225,000........ 59,063 78,750 98,438 118,125 118,800 118,800
250,000........ 65,625 87,500 109,375 118,800 118,800 118,800
300,000........ 78,750 105,000 118,800 118,800 118,800 118,800
400,000........ 105,000 118,800 118,800 118,800 118,800 118,800
</TABLE>
Compensation Committee Interlocks and Insider Participation
The Company's Board of Directors in 1993 had no standing compensation
committee. The equivalent functions were performed by the entire Board of
Directors which included among its members two officers, Robert L. Doyle and
Thomas E. Doyle, both of whom participated in deliberations of the Company's
Board of Directors concerning officer compensation. In early 1994 the Board of
Directors constituted a Compensation Committee of independent Directors. See
"Election of Directors" for further information.
Report of the Board of Directors Concerning Compensation
The Board of Directors, through 1993, was responsible for the Company's
compensation program for its officers. In determining compensation, the Board of
Directors considered:
(i) operational goals and financial performance and the achievement of
stockholder value, together with each officer's individual effectiveness in
reaching those goals and achieving desirable financial performance and
stockholder value;
4
<PAGE> 7
(ii) the years of service, skill levels and duties of the Company's
officers giving effect to the limited number of officers and the resulting
determination of increased responsibilities for the Company's officers in
relation to other companies;
(iii) the compensation earned by officers of other telephone and
telecommunications companies;
(iv) officer compensation at general industry companies of similar
size to the Company within the Sacramento, California metropolitan area and
in other areas of the United States with comparable cost-of-living and
compensation levels; and
(v) a report prepared in a prior year by independent compensation
consultants.
In addition, the Board of Directors, in establishing annual compensation,
also considers that the Company does not pay annual bonuses to its officers, nor
does it currently offer compensation incentives (such as stock-based benefits)
typical at other general industry and telecommunications companies.
The 1993 compensation awarded to Robert L. Doyle was comprised almost
entirely of his salary. Determined late in 1992, Mr. Doyle's 1993 salary was
based upon the Company's superior performance in 1992 during which the Company
enjoyed record revenues and net income, experienced continuing growth in
business and residential customers, and continued the implementation of ongoing
technological enhancements and improvements. The determination of Mr. Doyle's
1992 compensation was accomplished with the assistance of an independent
consulting firm. The Company's consultants, specialists in compensation matters,
were contributors to a 1991 report prepared relating to compensation and related
matters for other utilities and enterprises similarly situated to the Company.
After consideration of the data presented in the report, and Mr. Doyle's
performance for and contributions to the Company, the Board of Directors
established his 1992 compensation. The 1993 compensation reflected a small
increase in consideration of the continuing outstanding performance of the
Company and cost-of-living adjustments consistent with Company practices for all
employees.
The foregoing report has been furnished by those members of the Board of
Directors of the Company who served during the deliberation described,
consisting of current Directors Robert L. Doyle, Thomas E. Doyle and Ralph E.
Hoeper and former Directors C. Doulton Burner and Bill P. Sheppard.
EXECUTIVE OFFICERS
The following table provides information regarding certain executive
officers of the Company as of February 28, 1994:
<TABLE>
<CAPTION>
SHARES OF
PRINCIPAL OCCUPATION AND COMPANY PERCENT
BUSINESS EXPERIENCE FOR BENEFICIALLY OF
NAME AGE PAST FIVE YEARS OWNED(1) CLASS
- - ------------------------- --- ------------------------------------------- ------------ --------
<S> <C> <C> <C> <C>
Robert L. Doyle(2)....... 75 Chairman of the Board of Directors; 291,047 2.2%
President and Chief Executive Officer (1954
to 1993)
Brian H. Strom(3)........ 51 President and Chief Executive Officer 5,701 *
(since December 1993); Vice President and
Chief Financial Officer (1989 to 1993)
A. A. Johnson............ 72 Executive Vice President and Chief 29,746 *
Operating Officer (since December 1993);
Vice President, Operations (1989 to 1993)
</TABLE>
- - ----------
* Less than 1.0%.
(1) Each beneficial owner has shared voting and investment power unless
otherwise noted.
(2) Included in Robert L. Doyle's share ownership figure are 134,925 shares in
respect of which he has sole voting and investment power.
(3) Included in Brian H. Strom's share ownership figure are 4,854 shares in
respect of which he has sole voting and investment power.
5
<PAGE> 8
Performance Graph
The following graph shows a five year comparison of cumulative total
shareholder return of the Company's Common Stock (assuming dividend
reinvestment) with the Dow Jones Telephone Systems Index (a published index
which includes 17 telecommunications companies) and Standard & Poor's ("S&P")
500 Stock Index. The comparison of total return on investment (change in year
end stock price plus reinvested dividends) for each of the periods assumes that
$100 was invested on December 31, 1988 in each of Roseville Telephone Company,
the Dow Jones Telephone Systems Index, and S&P 500 Stock Index. The stock
performance shown on the graph below is not necessarily indicative of future
price performance.
COMPARISON OF 5-YEAR CUMULATIVE TOTAL RETURN
AMONG ROSEVILLE TELEPHONE COMPANY,
DJ TELEPHONE SYSTEMS AND S&P 500
<TABLE>
<CAPTION>
ROSEVILLE
MEASUREMENT PERIOD TELEPHONE DJ TELEPHONE S&P 500 STOCK
(FISCAL YEAR COVERED) COMPANY SYSTEMS INDEX INDEX
<S> <C> <C> <C>
1988 100 100 100
1989 163 160 132
1990 235 143 128
1991 277 159 166
1992 310 177 179
1993 344 211 197
</TABLE>
INDEPENDENT AUDITORS
Ernst & Young, the Company's auditors since 1960, has been selected by the
Company as its independent auditors for the current year. A representative of
Ernst & Young is expected to be present at the meeting to be available to
respond to appropriate questions and will have the opportunity to make a
statement if such representative desires to do so.
6
<PAGE> 9
COST OF SOLICITATION
The total cost of preparing, assembling and mailing the proxy statement,
the form of proxy, any additional material intended to be furnished to
shareholders concurrently with the proxy statement, and any additional material
relating to the same meeting or subject matter furnished to shareholders
subsequent to the furnishing of the proxy statement, will be borne by the
Company. The Company will, upon request, reimburse brokers and other nominees
for costs incurred by them in mailing the proxy statement, the form of proxy and
any additional material intended to be furnished to shareholders concurrently
with the proxy statement to beneficial owners. In addition, officers and regular
employees may solicit proxies by telephone or in person.
OTHER MATTERS AND SHAREHOLDER PROPOSALS
As of this date, there are no other matters the management intends to
present or has reason to believe others will present to the meeting. If other
matters now unknown to the management come before the meeting, those who shall
act as proxies will vote in accordance with their best judgment.
Proposals of shareholders intended to be presented at the 1995 Annual
Meeting must be received by the Company not later than January 10, 1995 to be
considered for inclusion in the Company's proxy statement.
Roseville, California, April 29, 1994.
BY ORDER OF THE BOARD OF DIRECTORS
(SIG)
ROBERT L. DOYLE
Chairman of the Board
7
<PAGE> 10
ROSEVILLE TELEPHONE
COMPANY
PROXY
SOLICITED
ON BEHALF OF THE
BOARD OF
DIRECTORS FOR THE
ANNUAL MEETING
JUNE 17, 1994
THE UNDERSIGNED STOCKHOLDER HEREBY APPOINTS ROBERT L. DOYLE, BRIAN H. STROM,
THOMAS E. DOYLE, RALPH E. HOEPER AND JOHN R. ROBERTS III OR ANY ONE OR MORE OF
THEM, WITH FULL POWER OF SUBSTITUTION, TO ACT AS PROXY FOR AND TO VOTE THE STOCK
OF THE UNDERSIGNED AT THE ANNUAL MEETING OF STOCKHOLDERS OF ROSEVILLE TELEPHONE
COMPANY, TO BE HELD AT THE COMPANY'S INDUSTRIAL AVENUE FACILITY, 8150 INDUSTRIAL
AVENUE, BUILDING A, ROSEVILLE, CALIFORNIA, ON JUNE 17, 1994, OR ANY ADJOURNMENT
THEREOF ON THE MATTERS BELOW:
<TABLE>
<S> <C>
(1) Election of Directors:
FOR ALL NOMINEES LISTED BELOW WITHHOLD AUTHORITY
(except as marked to the contrary to vote for all nominees listed
below) / / below / /
</TABLE>
Instruction: To withhold authority to vote for any individual nominee strike a
line through that nominee's name
ROBERT L. DOYLE, THOMAS E. DOYLE, RALPH E. HOEPER, JOHN R. ROBERTS III,
BRIAN H. STROM
(2) In their discretion on any other business which may properly come before the
meeting or any adjournment thereof;
all as set forth in the notice of said meeting and in the proxy statement, both
dated April 29, 1994, the receipt of which is hereby acknowledged.
THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED IN ACCORDANCE WITH THE
SPECIFICATIONS INDICATED. WHERE NO SPECIFICATION IS MADE SUCH SHARES WILL
BE VOTED FOR PROPOSAL (1) HEREOF.
PLEASE DATE AND SIGN ON REVERSE SIDE (OVER)
DATED: --------------- DAY OF ------------------, 1994. SIGNED:
- - ------------------------------------------------------------------
- - ------------------------------------------------------------------
SIGNATURE OF STOCKHOLDER(S)
PLEASE DATE PROXY AND SIGN EXACTLY AS
NAME OR NAMES APPEAR AT LEFT. IF STOCK IS
REGISTERED IN THE NAME OF TWO OR MORE
PERSONS, EACH MUST 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 THE
PRESIDENT OR OTHER AUTHORIZED OFFICER. IF
A PARTNERSHIP, PLEASE SIGN IN PARTNERSHIP
NAME BY AN AUTHORIZED PERSON.
YOUR VOTE IS IMPORTANT, PLEASE FILL IN AND RETURN PROMPTLY
