<PAGE>
<PAGE>
SCHEDULE 14A INFORMATION
(RULE 14A-101)
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 [ ]
Filed by a Party other than the Registrant [X]
Check the appropriate box:
[X ] Preliminary Proxy Statement
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Subsection 240.14a-11(c)
or Subsection 240.14a-12
[ ] Confidential, for Use of the Commission Only (as permitted
by Rule 14a-6(e)(2))
FIRST FEDERAL FINANCIAL CORPORATION OF KENTUCKY
- ----------------------------------------------------------------
(Name of Registrant as Specified in its Charter)
M. DENNIS YOUNG
- ----------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than
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)(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 the offsetting fee was paid previously. Identify the
previous filing by registration statement number, or the
Form or Schedule and the date of its filing.
1. Amount previously paid:
____________________________________________
2. Form, Schedule or Registration Statement no.:
____________________________________________
3. Filing Party:
____________________________________________
4. Date Filed:
____________________________________________<PAGE>
<PAGE>
October __, 1998
Dear Fellow Stockholder:
I am sending you the enclosed proxy statement and blue
proxy card to solicit your support in my bid to be elected to
the Board of Directors of First Federal Financial Corporation of
Kentucky. I believe that as a significant stockholder of the
Company with 13 years of banking experience who is independent of
management I can provide a fresh voice to the Board. The letter
of nomination submitted to the Company on my behalf in accordance
with the procedures set forth in its Articles of Incorporation
was ignored. I met with management to personally discuss my
request but was rejected. Accordingly, I decided to solicit
proxies.
I urge you to read the enclosed materials carefully and
vote the enclosed blue proxy card in favor of my election to the
Board. No matter how many shares you own, your vote is
important. Even if you have already signed an earlier white
proxy card, it is not too late to change your vote. You can
change your vote by marking, signing and returning the enclosed
blue proxy card in the envelope provided. A total of five
directors will be elected at the Annual Meeting. Since there is
cumulative voting in the election of directors, if you vote the
enclosed blue proxy card in favor of my election I intend to vote
all of your shares in favor of my election. Only the latest
dated proxy will represent you at the Annual Meeting.
Sincerely,
M. Dennis Young<PAGE>
<PAGE>
PROXY STATEMENT
OF
M. DENNIS YOUNG
IN OPPOSITION TO THE BOARD OF DIRECTORS OF
FIRST FEDERAL FINANCIAL CORPORATION OF KENTUCKY
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD NOVEMBER 11, 1998
GENERAL
This Proxy Statement and the enclosed BLUE Proxy Card are
being furnished by M. Dennis Young to holders of the common
stock, $1.00 par value per share (the "Common Stock") of First
Federal Financial Corporation of Kentucky (the "Company") in
connection with the Annual Meeting of Stockholders of the
Company and any and all adjournments thereof (the "Annual
Meeting"). According to the Company's Proxy Statement dated
October 1, 1998, the Annual Meeting is to be held at the
Company's home office, 2323 Ring Road, Elizabethtown, Kentucky
on Wednesday, November 11, 1998 at 5:00 p.m. According to the
Company's proxy materials, the record date for the Annual
Meeting was September 15, 1998. This Proxy Statement and BLUE
Proxy Card are first being mailed to stockholders of record as
of October __, 1998.
THIS SOLICITATION IS BEING MADE BY M. DENNIS YOUNG AND NOT
ON BEHALF OF THE BOARD OF DIRECTORS OF THE COMPANY.
At the Annual Meeting five people will be elected as
directors of the Company, three for three year terms and two for
one year terms and in each case until their successors are
elected and qualified. I am soliciting your proxy in opposition
to management and in support of my election to the Company's
Board of Directors. I urge you to vote for my election to the
Board of Directors by executing and returning the enclosed BLUE
proxy card. There is cumulative voting in the election of
directors. If you vote the enclosed blue proxy card in favor of
me, I intend to vote all of your shares in favor of my election.
The Company is also soliciting proxies in favor of a new stock
option and incentive plan. Stockholders who choose
to vote on the BLUE proxy card may vote "FOR," "AGAINST" or
abstain from voting as they see fit. I am not making a
recommendation to stockholders as to how they should vote on
such proposal but want to ensure that stockholders choosing to
vote using the BLUE proxy card have the opportunity to vote on
all matters to be addressed at the Annual Meeting. I am not an
officer or director of the Company. Therefore, I did not assist
in the preparation of the option plan or the description of the
option plan included in the Company's proxy materials and
therefore I do not represent that such disclosure is accurate or
complete.
YOUR VOTE IS IMPORTANT, NO MATTER HOW MANY OR HOW FEW
SHARES YOU OWN. PLEASE SIGN AND DATE THE ENCLOSED BLUE PROXY
CARD AND RETURN IT IN THE ENCLOSED ENVELOPE. PROPERLY VOTING
THE BLUE PROXY CARD AUTOMATICALLY REVOKES ANY PROXY PREVIOUSLY
SIGNED BY YOU.
DO NOT RETURN ANY WHITE PROXY CARD SENT TO YOU BY THE
COMPANY. EVEN IF YOU HAVE PREVIOUSLY SIGNED AND RETURNED A
WHITE PROXY CARD, YOU CAN CHANGE YOUR VOTE BY SIGNING, DATING
AND RETURNING THE ENCLOSED BLUE PROXY CARD. ONLY YOUR LATEST
DATED PROXY WILL BE COUNTED AT THE ANNUAL MEETING.<PAGE>
<PAGE>
QUESTIONS AND ANSWERS ABOUT THE PROXY SOLICITATION OF
M. DENNIS YOUNG
1. WHO ARE YOU AND WHY ARE YOU SOLICITING PROXIES?
My name is M. Dennis Young. I am a financial consultant
with the firm of Hilliard Lyons and up until March 1997 I
was Senior Vice President of First Federal Savings Bank of
Elizabethtown (the "Savings Bank") which is the principal
subsidiary of the Company. I worked in all capacities of
the Savings Bank during my 13 years of employment including
operations, branch banking, lending and human resources.
I am also a stockholder of the Company. Together with my
family, I own 2.44% of the outstanding shares of the
Company's Common Stock which makes me one of the Company's
largest stockholders apart from the employee stock ownership
plan. Based on the share ownership information disclosed in
the Company's proxy statement, I beneficially own more
shares than any current member of the Board. I am seeking a
position on the Board of Directors of the Company because I
believe the Board needs a fresh, independent voice from a
person who will work diligently to further stockholders'
best interests.
2. I HAVE ALREADY RECEIVED A PROXY STATEMENT AND WHITE PROXY
CARD FROM THE COMPANY. WHY AM I NOW RECEIVING YOUR PROXY
MATERIALS?
The proxy statement dated October 1, 1998 and the white
proxy card were sent by management of the Company. It
provides certain information about management's nominees
for director. This proxy statement provides information
about me and my election to the board.
3. I HAVE ALREADY SIGNED A WHITE PROXY CARD. I WOULD LIKE TO
VOTE FOR YOU, BUT HOW CAN I CHANGE MY VOTE?
If you have already signed and returned a white proxy
card, you can change your vote by signing, dating and
returning to me the enclosed BLUE proxy card. This will
cancel your vote on the white proxy card. Only the latest
dated proxy card will be counted at the Annual Meeting.
You can also change your vote by attending and voting at
the Annual Meeting.
4. THE COMPANY'S PROXY CARD LISTED FIVE NOMINEES BUT YOU ONLY
HAVE ONE. HOW COME?
A total of five directors are up for election at the
Annual Meeting. I am only seeking to have myself elected
to the Board. If I am elected, four of management's
nominees who receive the most cumulative votes will also be
elected. It is possible that any such individual could
choose not to serve with me on the Board.
5. WHAT IS CUMULATIVE VOTING AND HOW DOES IT AFFECT THIS
ELECTION?
Under Kentucky law cumulative voting is required in the
election of directors. Cumulative voting permits
stockholders to cumulate their votes by multiplying the
number of shares held by the stockholder by the number of
directors to be elected. Each stockholder is then
entitled to distribute the total number of votes among one
or more candidates. For example, if you own 100 shares of
Common Stock, you are entitled to 500 votes in the
election of directors.
If you sign and return a blue proxy card, I will use all
of your votes towards my election. REMEMBER, HOWEVER,
THAT ONLY THE LATEST DATED PROXY WILL BE COUNTED!
2<PAGE>
<PAGE>
6. WHAT DO YOU INTEND ON DOING IF YOU ARE ELECTED TO THE
BOARD OF DIRECTORS?
If elected, I will not be able to control a majority of
the Board. I hope, however, that I can provide valuable
input to the Board's decision making as a result of my
experience. Given my significant share ownership, I
believe that I am more in touch with the concerns of the
stockholders as a whole and will ensure that stockholders'
interests are always given first priority.
7. MY SHARES ARE HELD IN A BROKERAGE ACCOUNT. HOW DO I VOTE?
If you own shares in the name of a brokerage firm, your
broker cannot vote your shares for me unless your broker
receives your specific instructions. Please sign, date
and return to your broker as soon as possible the
materials you should have received from your broker along
with this Proxy Statement. If you have not received any
instructions from your broker telling you what to do,
please contact your broker as soon as possible.
8. IF I WOULD LIKE TO VOTE FOR YOU AND CERTAIN OF
MANAGEMENT'S NOMINEES, CAN I EXECUTE BOTH MANAGEMENT'S
PROXY CARD AND THE ENCLOSED BLUE PROXY CARD?
No. Only your latest dated proxy will be counted at the
Annual Meeting. If you sign and return both a white proxy
card and the enclosed BLUE proxy card, only the latest
dated proxy card will be counted. If you would like to
vote for me and for certain of management's nominees, you
must attend the Annual Meeting and vote in person. If
your shares are held in a brokerage account, you must
obtain a proxy from your broker allowing you to vote at
the Annual Meeting.
9. HOW CAN I GET MORE INFORMATION?
If you have any questions, please feel free to contact me
at (___) ___-____. I will be attempting to reach
stockholders to discuss my concerns as well.
3<PAGE>
<PAGE>
BACKGROUND OF THE PROXY SOLICITATION
On August __, 1998, Mary Gay Overall Young, my wife,
notified the Company of her intention to nominate me to the Board
of Directors of the Company. By letter dated August 28, 1998,
she was informed that her nomination was rejected because of her
apparent failure to comply with certain technical provisions of
the Articles of Incorporation although the Company did not
specify how she failed to comply. Mrs. Young resubmitted the
nomination by letter dated September 21, 1998. Such nomination
complied fully with the Articles of Incorporation. However, the
Company did not respond nor did the Company even mention the
nomination in the proxy materials it mailed to you. I met with
the Chairman of the Company on September 30, 1998 to personally
discuss my interest in serving on the Board and my concerns with
respect to the operations of the Company. Not only was my
request rejected but I was informed by the Chairman that if I
proceeded with my plan to get myself elected to the Board of
Directors of the Company, the Board did not intend to appoint me
to the Board of Directors of the Savings Bank. Currently, all
members of the Board of Directors of the Company also serve on
the Board of Directors of the Savings Bank.
I strongly believe that the Board of Directors is in need
of a fresh perspective, particularly from an individual with
over 13 years of banking experience. As you are all aware,
banking is an extremely competitive industry. Within the past
year alone, two new banks have opened in Elizabethtown. In my
opinion, neither the Company nor the Savings Bank can
successfully compete unless it changes. Further, the Board needs
to more fully consider transactions that may further the
stockholder value. In my opinion, the Company is extremely
overcapitalized. According to the Company's Annual Report on
Form 10-K, at June 30, 1998, the Savings Bank's ratio of tangible
capital to assets was 11.9% as compared to a required ratio of
1.5% and its risk-based capital ratio was 18.5% as compared to a
minimum of 8.0%. These capital ratios also exceed the average
for savings institutions nationwide according to FDIC data.
The Board should consider transactions to better leverage the
Company's excess capital, or consider increasing the quarterly
cash dividend or declaring a special dividend. If elected to the
Board, I would work with the other Board members to devise
additional strategies to deploy the excess capital and thereby
increase shareholder value.
In addition, I am a large stockholder. Based on the stock
ownership information included in the Company's proxy materials,
I beneficially own more stock than any current member of the
Board! As such, I believe that my interests will be more closely
aligned with the interests of stockholders as a whole.
For these reasons, I decided to solicit proxies in favor
of my election to the Board of Directors. On October 13, 1998,
I requested that the Company provide me with a copy of the
Company's shareholder list. As required by the federal
securities laws, I filed preliminary proxy materials with the
Securities and Exchange Commission on October 15, 1998 and
definitive proxy materials as of the date hereof.
VOTING AND REVOCATION OF PROXIES
The proxies I solicit will be voted at the Annual Meeting
for my election to the Company's Board of Directors. As of the
date of this Proxy Statement, I am not aware of any other
matters to be presented for action at the Annual Meeting other
than the election of Directors and the other matters referred to
in the Company Proxy Statement. However, should any other
business properly come before the Annual Meeting, or before any
postponement or adjournment thereof, which the proxy holder does
not know a reasonable time before the Annual Meeting will be
presented, the enclosed BLUE proxy card confers upon the person
entitled to vote the shares represented thereby discretionary
authority to vote in respect of any such other business.
Execution of my BLUE proxy card will not affect a
shareholder's right to attend the Annual Meeting and vote in
person. As set forth in the Company Proxy Statement, any
shareholder who executes and delivers a proxy has the right to
and may revoke it at any time before it is exercised by (i)
filing with the Secretary of the Company an instrument revoking
it or a duly executed proxy bearing a later date of (ii)
attending the Annual Meeting and voting in person and by voting
in person at the Annual Meeting. Attendance at the Annual
Meeting, however, will not in and of itself revoke a proxy.
Whether or not you plan to attend the Annual Meeting, please
mark, sign and date the enclosed BLUE proxy card and return it
in the accompanying envelope as soon as possible.
4<PAGE>
<PAGE>
In addition to the use of the mails, proxies may be
solicited by me, through the use of telephone, fax, telegram and
personal solicitation. I will also request brokerage firms,
banks, nominees, custodians and fiduciaries to forward
solicitation materials to the beneficial owners of Common Stock
of the Company held by such institutions or persons, and I will
reimburse such institutions and persons for their reasonable
costs of forwarding such material.
PROPOSAL I - ELECTION OF DIRECTORS
Five directors are to be elected at the Annual Meeting,
two for a one year term and three for three year terms. I am
seeking a three year term. Under Kentucky law, there is
cumulative voting in the election of directors of the Company.
As such, you are entitled to cast a number of votes in the
election of directors equal to the number of shares of Common
Stock you own multiplied by the number of directors up for
election. Such votes may be allocated amongst the nominees as
you specify. If you execute and return a BLUE proxy card, I
intend to vote all of your votes in favor of my election to the
Board of Directors.
I am 39 years old. My principal occupation is that of a
financial consultant. Since May 1997, I have been employed by
the brokerage firm of J. J. B. Hilliard, W. L. Lyons, Inc. 240
West Dixie, Elizabethtown, Kentucky 42701. Prior to joining
Hilliard Lyons, I was employed by the Savings Bank for over 13
years. My last position at the Savings Bank was Senior Vice
President and Chief Financial Officer, a position I held for
nearly two years. Prior to that position, I was a Senior Vice
President whose responsibilities included personnel, branch
operations and lending. During my tenure at the Savings Bank, I
had the opportunity to work in all of the key areas of the
Savings Bank. As such, I believe my experience would allow me
to make a significant contribution to the Board from the outset.
Neither I nor any other party who may be deemed a
participant in this proxy solicitation nor any of our
associates; (i) is, or since the beginning of the Company's last
fiscal year have been, a party to any contract, arrangement or
understanding with any person with respect to any securities of
the Company, (ii) have, or during the past two years had, a
direct or indirect interest in any transaction or series of
similar transactions or in any currently proposed transaction or
series of proposed transactions to which the Company, or any of
its subsidiaries, was or is to be a party, (iii) have any
arrangement or understanding with any person with respect to any
future transactions to which the Company or any of its
affiliates will or may be a party, or (iv) have any arrangement
or understanding with any person with respect to future
employment by the Company or its affiliates. I have a $7,500
line of credit from the Savings Bank and, as of the date of this
proxy statement, no amounts were outstanding. This loan was
made in the ordinary course of business on substantially the
same terms, including interest rates and collateral, as those
prevailing at the time for comparable transactions with other
persons and did not involve more than the normal risk of
collectibility or present other unfavorable features.
Neither I nor any of my associates has any arrangement or
understanding with any other person or persons pursuant to which
either of us will be nominated as a director of the Company.
Neither I, nor any of my associates, has any interest in the
matters to be voted upon at the Annual Meeting other than the
election of directors and any interest, if any, as stockholders
of the Company.
I am also a significant stockholder of the Company. As of
the date of this Proxy Statement, I beneficially own 100,724
shares of Common Stock which represents 2.44% of the outstanding
shares as of the record date for the Annual Meeting. Of such
amount, 10,167 shares are held jointly with my wife, 38,260
shares are held in her name only, 10,954 shares are held in IRA
accounts and 41,343 shares are held as custodian for minor
children. Additional information regarding transactions by me
in the Common Stock during the past two years are set forth on
Appendix A to the Proxy Statement.
5<PAGE>
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OTHER MATTERS
Based on the Company's proxy statement dated October 1,
1998, I assume that the only matters to be considered at the
Annual Meeting will be the election of five directors and the
consideration of a stock option and incentive plan. If other
matters are properly presented at the Annual Meeting, the BLUE
proxy will grant me authority to vote such proxy in my
discretion on such matters including matters incident to the
conduct of the Annual Meeting. Although I am not aware of any
such matters to be presented, if any are presented, I intend to
vote in accordance with my best judgment on such matters.
As I am not an officer or director of the Company, I do
not have access to certain information required to be included
in a proxy statement. Therefore, as permitted by the securities
rules and regulations, the following information is incorporated
by reference to the proxy materials provided to you by the
Company: (i) the mailing address of the Company, (ii) the
number of shares outstanding as of the Record Date, (iii) the
information contained under the heading "SHAREHOLDER PROPOSALS"
in the Company's proxy statement, (iv) the information under the
heading "VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF" in the
Company's proxy statement, (v) the information under the heading
"PROPOSAL I -- ELECTION OF DIRECTORS -- MEETINGS AND COMMITTEES
OF THE BOARD OF DIRECTORS" in the Company's proxy statement, (vi)
the information under the heading "PROPOSAL II -- APPROVAL OF THE
1998 STOCK OPTION AND INCENTIVE PLAN" in the Company's proxy
statement, and (vii) the information under the heading "SECTION
16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE" in the Company's
proxy statement. I have no knowledge as to the accuracy or
completeness of the referenced sections of the Company's proxy
statement.
The expense of preparing and mailing this Proxy Statement
and any other soliciting materials as well as my cost of
soliciting proxies, will be borne by me but, if elected, I will
seek reimbursement of such costs and expenses from the Company,
to the extent permitted by law. As of the date of this Proxy
Statement, I estimate that my total costs associated with this
proxy solicitation will be $_______ of which I have spent $_____
to date.
IMPORTANT
IF YOU HAVE ALREADY SIGNED AND RETURNED A WHITE PROXY
CARD, I ASK THAT YOU SUPPORT ME BY SIGNING AND RETURNING A BLUE
PROXY CARD IN THE ENCLOSED SELF-ADDRESSED STAMPED ENVELOPE.
PLEASE NOTE -- IF YOU WISH TO SUPPORT ME AND DECIDE TO
RETURN A BLUE PROXY CARD, ANY LATER-DATED WHITE PROXY CARD WILL
CANCEL THAT VOTE.
6<PAGE>
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APPENDIX A
During the past two year, all of my transactions in the
Common Stock were sales as detailed below. I have not borrowed
any money to purchase or carry the shares of Common Stock I
beneficially own.
<TABLE>
<CAPTION>
DATE SELLER NUMBER OF SHARES SOLD
---- ------ ---------------------
<S> <C> <C>
9/23/97 1 200
9/24/97 1 200
10/16/97 1 1,000
10/22/97 1 64 (Gift)
2/18/98 1 500
2/25/98 1 1,800
4/13/98 1 4,517
3/11/98 2 5,000
3/27/98 2 2,000
4/2/98 2 500
4/13/98 2 4,500
10/10/97 3 500
10/13/97 3 500
10/14/97 3 100
10/15/97 3 1,000
10/16/97 3 100
10/20/97 3 1,000
10/29/97 3 1,000
10/31/97 3 2,500
11/4/97 3 500
12/26/97 3 1,000
12/29/97 3 2,500
1/5/98 3 1,500
4/13/98 4 5,483
<FN>
_____
1=Shares owned jointly with spouse
2=Shares owned by spouse
3=Shares held in IRA account
4=Shares held as custodian for minor children
</FN>
/TABLE
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<PAGE>
M. DENNIS YOUNG
REVOCABLE PROXY FOR ANNUAL MEETING OF STOCKHOLDERS
FIRST FEDERAL FINANCIAL CORPORATION OF KENTUCKY
The undersigned, a stockholder of First Federal Financial
Corporation of Kentucky, a Kentucky corporation (the "Company")
hereby appoints M. Dennis Young, as the proxy of the
undersigned, with full powers of substitution, to attend, vote
and act for the undersigned at the Annual Meeting of
Stockholders of the Company, to be held on November 11, 1998,
and any postponements or adjournments thereof, and in connection
herewith, to vote and represent all of the shares of the Company
which the undersigned would be entitled to vote, as follows:
1. Election of Directors
_____ FOR M. Dennis Young ____WITHHOLD AUTHORITY
2. Approval of the 1998 Stock Option and Incentive Plan
_____ FOR ____ AGAINST ____ABSTAIN
The proxy is hereby authorized to vote in his discretion
on all other matters which may properly come before the Annual
Meeting or any adjournment or postponement thereof.
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THIS PROXY WILL BE VOTED AS DIRECTED, BUT IF NO DIRECTION
IS GIVEN, IT WILL BE VOTED FOR THE ELECTION OF M. DENNIS YOUNG
AS A DIRECTOR OF THE COMPANY AND WILL ABSTAIN FROM VOTING ON
PROPOSAL 2. IF ANY OTHER MATTERS COME BEFORE THE ANNUAL
MEETING, INCLUDING MATTERS INCIDENT TO THE CONDUCT OF THE
MEETING, IT WILL BE VOTED IN THE DISCRETION OF THE PROXY
HOLDER. THERE IS CUMULATIVE VOTING IN THE ELECTION OF
DIRECTORS. UNLESS OTHERWISE INDICATED BY THE STOCKHOLDER, A
VOTE FOR THE NOMINEE WILL GIVE THE PROXY THE AUTHORITY TO
CUMULATE ALL VOTES THE UNDERSIGNED IS ENTITLED TO CAST IN THE
ELECTION OF DIRECTORS FOR SUCH NOMINEE.
The undersigned hereby acknowledges receipt of the proxy
statement dated October __, 1998 of M. Dennis Young.
Date:___________________________
Signature:________________________
Signature, if held jointly:____________________________
PLEASE SIGN EXACTLY AS YOUR NAME APPEARS ON THE PROXY.
JOINT OWNERS SHOULD EACH SIGN PERSONALLY. IF SIGNING AS AN
ATTORNEY, EXECUTOR, ADMINISTRATOR, TRUSTEE OR GUARDIAN, PLEASE
INCLUDE YOUR FULL TITLE. CORPORATE PROXIES SHOULD BE SIGNED BY
AN AUTHORIZED OFFICER.
PLEASE SIGN, DATE AND RETURN THIS CARD PROMPTLY IN THE ENCLOSED
ENVELOPE.
