<PAGE> 1
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
[X] Filed by the Registrant
[ ] Filed by a Party other than the Registrant
Check the appropriate box:
[X] Preliminary Proxy Statement
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to [ ] 240.14a-11(c) or [ ] 240.14a-12
WESTERN WATER COMPANY
--------------------------------------------------------------------------------
(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 appropriation box):
[X] No fee required.
[ ] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2) or
Item 22(a)(2) of Schedule 14A.
[ ] 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:
------------------------------------------------------------------
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> 2
WESTERN WATER COMPANY
102 WASHINGTON STREET
POINT RICHMOND, CALIFORNIA 94801
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
SEPTEMBER 12, 2000
Notice is hereby given that the Annual Meeting of Stockholders of
Western Water Company, a Delaware corporation (the "Company"), will be held at
the Hotel Mac, 50 Washington Street, Point Richmond, California on Tuesday,
September 12, 2000, at 10:00 a.m., for the following purposes:
(1) To elect one member of the Company's Board of Directors for
the three-year term expiring at the annual meeting of
stockholders to be held in 2003 or until the director's
successor has been duly elected and qualified;
(2) To ratify the grant to certain officers, directors, employees
and consultants of the Company of options to purchase a total
of 1,041,000 shares of the Company's common stock;
(3) To ratify the appointment of KPMG LLP as the independent
accountants of the Company for the fiscal year ending March
31, 2001; and
(4) To transact such other business as may properly come before
the meeting or any adjournment thereof.
Your attention is directed to the accompanying proxy statement. Only
stockholders of record at the close of business on August 10, 2000 will be
entitled to notice of and to vote at the meeting and any adjournment thereof.
Please sign, date and complete the enclosed proxy and return it
promptly in the accompanying pre-addressed envelope, whether or not you expect
to attend the Annual Meeting, to ensure that your shares will be represented. A
majority of the outstanding shares of voting stock must be represented (in
person or by proxy) at the Annual Meeting in order that business may be
transacted. Therefore, your promptness in returning the enclosed proxy will help
to ensure that the Company will not have to bear the expense of undertaking a
second solicitation. A stockholder who executes and returns the accompanying
proxy may revoke such proxy at any time before it is voted at the Annual Meeting
by following the procedures set forth in the attached proxy.
By Order of the Board of Directors
James E. Sherman
Secretary
Point Richmond, California
August 15, 2000
PLEASE SIGN AND DATE THE ENCLOSED FORM OF PROXY AND
MAIL IT PROMPTLY IN THE ENCLOSED RETURN ENVELOPE,
IN ORDER TO ENSURE THAT YOUR VOTES ARE COUNTED.
<PAGE> 3
WESTERN WATER COMPANY
102 WASHINGTON STREET
POINT RICHMOND, CALIFORNIA 94801
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
SEPTEMBER 12, 2000
INTRODUCTION
PERSONS MAKING THE SOLICITATION
This Proxy Statement is furnished in connection with the solicitation
by the Board of Directors of Western Water Company (the "Company") of proxies
for use at the Annual Meeting of Stockholders (the "Annual Meeting") to be held
on September 12, 2000, and at any adjournment or postponement thereof. This
proxy statement is first being mailed to stockholders on or about August 15,
2000. You are requested to sign, date and return the enclosed proxy card in
order to ensure that your shares are represented at the Annual Meeting.
A form of proxy is enclosed for your use. The shares represented by
each properly executed unrevoked proxy will be voted as directed by the
stockholder executing the proxy. If no direction is made, the shares represented
by each properly executed unrevoked proxy will be voted "FOR" (i) the election
of management's nominee for the Board of Directors, (ii) the ratification of the
grant to certain of the Company's officers, directors, employees and consultants
of options to purchase a total of 1,041,000 shares of the Company's common
stock, and (iii) and the ratification of the appointment of KPMG LLP as the
independent accountants of the Company for the fiscal year ending March 31,
2001. With respect to any other item of business that may come before the Annual
Meeting, the proxy holders will vote the proxy in accordance with the
recommendation of management of the Company.
The cost of solicitation of proxies, including the cost of preparation
and mailing of the Notice of Annual Meeting, this Proxy Statement, and the
enclosed proxy, will be borne by the Company. It is anticipated that brokerage
houses, fiduciaries, nominees, and others will be reimbursed for their
out-of-pocket expenses in forwarding proxy material to beneficial owners of
stock held in their names. Directors, officers, or employees of the Company may
solicit proxies by telephone or in person without additional compensation.
REVOCABILITY OF PROXY
Any proxy given by a stockholder of the Company may be revoked at any
time before it is voted at the Annual Meeting by a written notice to the
Secretary of the Company, or upon request if the stockholder is present at the
meeting. Each valid proxy returned that is not revoked, unless indicated
otherwise on the proxy card, will be voted in the election of directors for the
nominee as described herein.
VOTING SECURITIES
Holders of record of the Company's Common Stock, $.001 par value (the
"Common Stock"), the Company's Series C Convertible Redeemable Preferred Stock
("Series C Preferred Stock"), and the Company's Series D Convertible Redeemable
Preferred Stock ("Series D Preferred Stock") at the close of business on August
10, 2000 are entitled to notice of and to vote, as one class, at the meeting or
any adjournment thereof. The outstanding voting securities of the Company on
August 10, 2000 consisted of 7,894,012 shares of Common Stock, 10,165 shares of
Series C Preferred Stock and 10,000 shares of Series D Preferred Stock. Holders
of Common Stock are entitled to cast one vote per share on each matter presented
for consideration and action by the stockholders. Holders of Series C Preferred
Stock and Series D Preferred Stock are entitled to cast the number of votes per
share of Series C Preferred Stock and Series D Preferred Stock on each matter
presented for consideration and action by the stockholders as if the Series C
Preferred Stock and Series D Preferred Stock had been converted into Common
Stock as of August 10, 2000. All of the
2
<PAGE> 4
outstanding shares of Series C Preferred Stock and Series D Preferred Stock as
of August 10, 2000 are convertible into an aggregate of 611,593 and 1,112,347
shares of Common Stock, respectively. The presence, in person or by proxy, of
stockholders entitled to cast at least a majority of the votes entitled to be
cast by all stockholders will constitute a quorum for the transaction of
business at the Annual Meeting.
Abstentions may be specified as to all proposals to be brought before
the Annual Meeting other than the election of directors. Votes cast by proxy or
in person at the Annual Meeting will be tabulated by the inspectors of election
appointed for the meeting, and will determine whether or not a quorum is
present. The inspectors of election will treat abstentions as shares that are
present and entitled to vote for purposes of determining the presence of a
quorum, but as unvoted for purposes of determining the approval of any matter
submitted to the stockholders for a vote. Both the ratification of the grant of
the options to purchase 1,041,000 shares of Common Stock, and the approval of
the appointment of the independent accountants will each require the affirmative
vote of at least a majority in voting interest of the stockholders present in
person or by proxy at the Annual Meeting and entitled to vote thereon. If a
broker indicates on the proxy that it does not have discretionary authority as
to certain shares to vote on a particular matter, those shares will not be
considered as present and entitled to vote with respect to that matter and,
therefore, will have no effect on the outcome of the vote.
The Director to be elected at the Annual Meeting will be elected by a
plurality of the votes cast. Only votes cast for the nominee will be counted,
except that each properly executed unrevoked proxy will be voted for
management's nominee for the Board of Directors in the absence of instructions
to the contrary. Abstentions, broker non-votes and instructions on a proxy to
withhold authority to vote for management's nominee will result in the nominee
receiving fewer votes.
ELECTION OF DIRECTORS
The authorized number of Directors of the Company is currently fixed at
six and is divided into three classes, each having two members. The Directors in
each class are elected for three-year terms, so that the term of office of one
class of Directors expires at each annual meeting. For election as a Director at
the Annual Meeting, the Board of Directors has approved the nomination of
Michael Patrick George to serve a three-year term expiring in 2003.
If Mr. George becomes unavailable for election, the accompanying proxy
will be voted for the election of such persons, if any, as shall be recommended
by the Board of Directors, or will be voted in favor of holding a vacancy to be
filled at a later date by the Directors.
The following chart sets forth biographical information concerning (i)
Mr. George, the nominee for election as Director, and (ii) the other Directors
who will continue in office after the meeting.
NOMINEE FOR ELECTION TO TERM EXPIRING IN 2003
<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------------------
CURRENT POSITIONS WITH PRINCIPAL OCCUPATION FOR THE PAST FIVE YEARS
NAME AGE COMPANY AND CERTAIN OTHER DIRECTORSHIPS
--------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Michael Patrick George 50 Director, President, Chief Chairman of the Board of Directors of the Company
Executive Officer, Chairman of since September 1999; President and Chief Executive
the Board of Directors and Officer of the Company since April 1998; Acting
acting Chief Financial Officer Chief Financial Officer of the Company since April
2000; Managing Director of J.P. Morgan, an
investment banking firm, from 1992 to April 1998; an
officer of The First Boston Corporation, an investment
banking firm, from 1984 to 1992; an officer of Lehman
Brothers Kuhn Loeb, an investment banking firm, from
1978 to 1984; attorney at O'Connor & Hannan, a law
firm, from 1975 to 1978.
</TABLE>
3
<PAGE> 5
DIRECTORS WHOSE TERMS OF OFFICE WILL CONTINUE AFTER THE MEETING
<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------------------
NAME AGE CURRENT POSITIONS WITH PRINCIPAL OCCUPATION FOR THE PAST FIVE YEARS
COMPANY AND CERTAIN OTHER DIRECTORSHIPS
--------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
INCUMBENT DIRECTORS WHOSE TERM OF OFFICE WILL EXPIRE IN 2002
David A. Abel 53 Director since November 1998 Currently President and Chief Executive Officer of
ABL, Incorporated, a consulting firm; Director of
the Metro Forum Project, a foundation to engage
citizen leaders in an exploration of the fiscal
constraints on local government; Chairman of the
Los Angeles County Economy & Efficiency Commission;
Formerly Chairman of CALSTART, one of seven national
corsortia working to build and support an advanced
transportation technology; Director of SuperShuttle
International, Inc. a transportation company.
Ronald I. Simon 61 Director since September 1999 Financial consultant since April 2000. Executive
Vice President of the Company from April 1999 to
April 2000; Chief Financial Officer and Secretary of
the Company from May 1997 to April 2000; 1974 to
April 2000, President of Ronald I. Simon, Inc. a
financial consulting firm; 1993 to 1997, Chairman of
the Board of Sonant Corporation, an interactive
voice response equipment company; 1995 to 1999,
Director of Citadel Holdings Corporation, a real
estate investment company; 1995 to present, Director
of SoftNet Systems, Inc., an internet service
provider; 1995 to present, Director of Westcorp
Investments, a wholly-owned subsidiary of Westcorp
Inc., the holding company for Western Financial
Bank; May 1999 to present, Director of Collateral
Therapeutics, Inc., a developer of non-surgical gene
therapy products to treat cardiovascular disease;
1986 to 1990, Managing Director and Chief Financial
Officer of Henley Group, Inc.
INCUMBENT DIRECTOR WHOSE TERM OF OFFICE WILL EXPIRE IN 2001
Robert A. Baker 61 Director since July 2000 From 1974 to present, President & CEO of RAB
Associates, a financial consulting firm; From
January 1998 to present, Director of Mosaic Capital
LLC, an investment banking firm; from 1970 to 1974,
President & CEO of American Management Company. His
current and past directorships include Northern Life
Insurance Company, Bankers National Life Insurance
Company, Alpen, Inc. and American Investment Company.
</TABLE>
COMMITTEES AND MEETINGS OF THE BOARD OF DIRECTORS
During the fiscal year ended March 31, 2000, the Board of Directors
held seven meetings. All directors attended at least 75% of the meetings during
the year. Juan Ras, a director elected to the Board of Directors in October
1998, resigned as a director and as a member of several committees of the Board
of Directors effective July 25, 2000.
4
<PAGE> 6
The Company's Audit Committee reviews the independence, professional
services, fees, plans and results of the independent auditors' engagement and
recommends their retention or discharge to the Board of Directors. During the
last completed fiscal year, the Audit Committee held one meeting, attended by
Mr. Abel. During the prior fiscal year, the Audit Committee consisted of Mr.
Abel and Mr. Ras. Mr. Baker was appointed to serve on the Audit Committee
following Mr. Ras' resignation from the Board of Directors in July 2000.
During the fiscal year ended March 31, 2000, the Company's Compensation
Committee held one meeting. The Compensation Committee establishes the
compensation of executive officers and administers the Company's stock option
plans. During the prior fiscal year, the Compensation Committee consisted of
Messrs. Abel and Ras. Mr. Baker replaced Mr. Ras on the Compensation Committee
in July 2000.
The Company's Nomination Committee consisted of Messrs. Ras and George.
It met informally three times during the year. Mr. Baker has replaced Mr. Ras on
the Nomination Committee.
Other than the Audit Committee, Compensation Committee and the
Nomination Committee, the Company has no committees of its Board of Directors.
EXECUTIVE OFFICERS
The following chart sets forth information as of August 10, 2000
concerning the executive officers of the Company.
<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------
NAME AGE OFFICE
------------------------------------------------------------------------------------------------
<S> <C> <C>
Michael P. George 50 Chairman of the Board, President, Chief Executive
Officer and acting Chief Financial Officer
James E. Sherman 43 Vice President and Secretary
------------------------------------------------------------------------------------------------
</TABLE>
For biographical information regarding Mr. George, see the biography
under the heading "Nominee For Election To Term Expiring in 2003" above.
James E. Sherman joined the Company in February 2000, after having
served the Company as a consultant since September 1999. Prior to joining the
Company, from 1997 to 1999, Mr. Sherman was Chief Financial Officer of a private
engineering firm which specialized in public infrastructure development. Mr.
Sherman had previously served as a corporate finance officer for First
Interstate Bank and for Continental Illinois National Bank and Trust Company of
Chicago. He is a graduate of the University of California at Berkeley.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding the
beneficial ownership of the Company's Common Stock, Series C Preferred Stock and
Series D Preferred Stock as of August 10, 2000 by (i) each person who is known
by the Company to own more than 5% of the outstanding Common Stock, Series C
Preferred Stock or Series D Preferred Stock; (ii) each of the Company's
directors (including the director nominee); (iii) each of the executive officers
named in the compensation tables included below in this Proxy Statement; and
(iv) all current officers and directors (including the director nominee) of the
Company as a group.
5
<PAGE> 7
<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------------------------
Series C Series D
Common Stock Preferred Stock Preferred Stock
--------------------------- ------------------------ ---------------------
Percent of
Votes
Of All
Classes
of
Name and Address of Number Percent Number Percent Number Percent Capital
Beneficial Owner(1) of Shares of Class of Shares of Class of Shares of Class Stock(2)
---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Michael P. George 18,180(3) * 0 0% 0 0% *
Ronald I. Simon 200,000(4) 2.5% 0 0% 0 0% 2.0%
David A. Abel 15,298 * 0 0% 0 0% *
Robert A. Baker 0 0 0 0 0 0 0
T. Rowe Price Associates, Inc. 1,040,524(5)(6) 12.8% 4,516(5) 44.4% 0 0% 10.6%
100 East Pratt Street
Baltimore, MD 21202
T. Rowe Price New Era Fund Inc. 135,912(6) 1.7% 2,258 22.2% 0 0% 1.4%
100 East Pratt Street
Baltimore, MD 21202
T. Rowe Price Small-Cap Value
Fund, Inc. 800,412(5)(6) 9.9% 2,258 22.2% 0 0% 8.1%
100 East Pratt Street
Baltimore, MD 21202
Ashford Capital Partners, L.P. 76,472(6) * 1,271(7) 12.5% 0 0% *
B-107, 3801 Kennett Pike
P.O. Box 4172
Wilmington, DE 19807
Wisconsin Alumni Research
Foundation 67,928(6) * 1,129 11.1% 0 0% *
B-107, 3801 Kennett Pike
P.O. Box 4172
Wilmington, DE 19807
Ashford Capital Management, 195,481(6) 2.4% 3,249(8) 32.0% 0 0% 2.0%
Inc. as investment advisor
for certain investment accounts
B-107, 3801 Kennett Pike
P.O. Box 4172
Wilmington, DE 19807
Sociedad General de Aguas de
Barcelona, S.A 1,112,347(9) 13.7% 0 0% 10,000 100% 11.3%
Paseo de San Juan, 39
Barcelona, Spain 08009
All directors and executive
officers as a group
(6 persons) 233,478 2.9% 0 0% 0 0% 2.4%
---------------------------------------------------------------------------------------------------------------------------------
</TABLE>
* Less than 1%.
(1) Except as otherwise indicated, the address of each stockholder is c/o
the Company at 102 Washington Street, Point Richmond, California 94801.
(2) Based on 7,894,012 votes entitled to be cast by the holders of the
outstanding Common Stock, 611,593 votes entitled to be cast by the
holders of the 10,165 shares of outstanding Series C Preferred Stock
and 1,112,347 votes entitled to be cast by the holder of the 10,000
shares of outstanding Series D Preferred Stock.
(3) In May 2000, Mr. George surrendered all of his options to purchase
685,000 shares of Common Stock. See, "Ratification of Stock Grants"
below.
(4) Includes shares issuable under currently exercisable Common Stock
purchase options.
6
<PAGE> 8
(5) Based on information contained in a statement on Schedule 13G/A filed
by T. Rowe Price Associates, Inc. with the Securities and Exchange
Commission on February 10, 2000. Represents 768,200 shares of Common
Stock beneficially owned by T. Rowe Price Associates, Inc., and 271,824
shares of Common Stock issuable upon the conversion of the 4,516 shares
of Series C Preferred Stock beneficially owned by T. Rowe Price
Associates, Inc. T. Rowe Price Associates, Inc. is the investment
advisor of various registered investment companies and investment
advisory clients, including (a) T. Rowe Price Small-Cap Value Fund,
Inc. representing 664,500 shares of Common Stock beneficially owned by
T. Rowe Price Small-Cap Value Fund, Inc. and 135,912 and shares of
Common Stock issuable upon the conversion of 2,258 shares of Series C
Preferred Stock beneficially owned by T. Rowe Price Small-Cap Value
Fund Inc., and (b) T. Rowe Price New Era Fund Inc., representing
135,912 and shares of Common Stock issuable upon the conversion of
2,258 shares of Series C Preferred Stock beneficially owned by T. Rowe
Price New Era Fund Inc. T. Rowe Price Associates, Inc. disclaims
beneficial ownership of the shares described under (a) and (b), above.
(6) Represents shares of Common Stock issuable upon the conversion of the
shares of Series C Preferred Stock owned by such beneficial owners.
(7) Reflects shares held of record and beneficially owned by Ashford
Capital Partners, L.P., a Delaware limited partnership, of which the
general partner is Ashford Capital Management, Inc. Ashford Capital
Management, Inc., acting as general partner, has the sole power to vote
and dispose of securities on behalf of Ashford Capital Partners, L.P.
Excludes the 3,249 shares of Series C Preferred Stock (195,481 shares
of Common Stock) held of record and beneficially by or on behalf of
certain investment advisory client accounts managed by Ashford Capital
Management, Inc., as investment advisor as indicated in footnote(8)
below.
(8) Reflects shares held of record and beneficially owned by separate
investment accounts on behalf of twenty (20) different investors for
which Ashford Capital Management, Inc. acts as investment advisor and
has the sole power to vote and dispose of such securities as
attorney-in-fact with respect to such accounts. Excludes shares held by
Ashford Capital Partners, L.P. for which Ashford Capital Management,
Inc. acts as general partner, as indicated in footnote (7) above.
(9) Represents shares of Common Stock issuable upon the conversion of the
shares of Series D Preferred Stock owned by such beneficial owners.
(10) Included 209,998 shares of Common Stock issuable upon exercise of
currently exercisable options.
EXECUTIVE COMPENSATION
Summary Compensation Table. The following tables set forth certain
information concerning the annual and long-term compensation for services
rendered to the Company in all capacities for the fiscal years ended March 31,
2000, 1999, and 1998 of (i) all persons who served as the Chief Executive
Officer of the Company during the fiscal year ended March 31, 2000 and (ii) each
of the other executive officers of the Company whose total annual salary and
bonus during the fiscal year ended March 31, 2000 exceeded $100,000. (The Chief
Executive Officer and the other named officers are collectively referred to as
the "Named Executives.")
7
<PAGE> 9
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------
Long-Term
Compensation
Annual Compensation Awards
----------------------------------- --------------
Number Stock
Option All Other
Name and Principal Position Year Salary Bonus Shares Granted Compensation
----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Peter L. Jensen 2000 $257,394(1) 20,000 $137,861(1)
Former Chairman 1999 $250,000 $150,000 --
1998 $239,350 $100,000 --
Michael Patrick George 2000 $250,000 $ -- 35,000(*)
Chairman, President, Chief 1999 $233,986(2) $ -- 650,000(*)
Executive Officer and acting
Chief Financial Officer
Ronald I. Simon 2000 $214,488 20,000 $101,284(4)
Former Executive Vice President and 1999 $199,800 $ -- 20,000 $121,967(4)
Chief Financial Officer (5) 1998 $159,375(3) $ -- 200,000 $139,500(4)
Zach A. McReynolds 2000 $213,707 20,000
Former Executive Vice President, 1999 $150,058(6) $ -- 200,000
Chief Marketing Officer (7)
----------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Mr. Jensen left the Company's employ in September 1999, and was paid
his base salary for the balance of his contract term. In addition, he
was paid severance compensation of $137,861.
(2) Mr. George joined the Company in April 1998. Mr. George's 1999 salary
listed in the table reflects the amount received during that partial
year.
(3) Mr. Simon joined the Company in May 1997. The amount listed is the
salary paid to Mr. Simon during that partial fiscal year.
(4) Reflects the annualized portion of the difference between the exercise
price of 80,000 options granted to Mr. Simon and the market price at
the time of the grant.
(5) Mr. Simon completed his service as an officer of the Company in
April 2000.
(6) Mr. McReynolds joined the Company in June 1998. The salary listed in
the table reflects the amount Mr. McReynolds received during the
partial year.
(7) Mr. McReynolds resigned as an officer of the Company in April 2000.
(*) In June 2000, Mr. George voluntarily surrendered all outstanding
options.
Aggregated Option Exercises in Last Fiscal Year and Year-End Option
Values. The following table sets forth information regarding stock options that
were exercised by the Named Executives during the last fiscal year and the
number and value of unexercised options owned at March 31, 2000 by the Named
Executives.
<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------
Number of Value of
Unexercised Options Unexercised Options
Shares at March 31, 2000 At March 31, 2000(2)
Acquired Value ---------------------------- ---------------------------
Name On Exercise Realized(1) Exercisable Unexercisable Exercisable Unexercisable
------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Peter L. Jensen -0- $ -0- 20,000 -0- $ -0- $ -0-
Michael Patrick George -0- $ -0- 216,668 468,332 $ -0- $ -0-
Ronald I. Simon -0- $ -0- 130,668 105,332 $ -0- $ -0-
Zach A. McReynolds -0- $ -0- 66,667 153,333 $ -0- $ -0-
</TABLE>
----------
(1) The value realized represents the excess of the market value of the
Common Stock on the date exercised over the exercise price of the
options.
(2) The value of unexercised options represents the excess of the market
value of the Common Stock on March 31, 2000 over the exercise price of
the options.
8
<PAGE> 10
Director Compensation. Effective April 1, 2000, Directors who are not
employees of the Company receive a fee of $10,000 per year for service on the
Board of Directors and an additional fee of $10,000 per year for service as the
chairman of any committee of the Board of Directors. In addition, all directors
receive $1,000 for each Board meeting they attend, and all directors are
reimbursed for out-of-pocket expenses incurred by them in connection with
attending Board meetings. Each non-employee director is automatically granted an
option on the first business day of each fiscal year to purchase 10,000 shares
of Common Stock at an exercise price equal to the closing price for the Common
Stock as reported by The Nasdaq Stock Market on the date of grant of such
option. Such options are exercisable as to one-third on the first, second and
third anniversary of grant.
Employment Agreements. None of Named Executives currently is a party to
any written or oral employment agreement with the Company.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION IN COMPENSATION
DECISIONS
No members of the Compensation Committee are, or since April 1, 1999
have been, officers of the Company, nor have such members had any material
business relationship with the Company. However, Mr. Ras, one of the members of
the Compensation Committee during the last fiscal year, is the Director General
of Agbar. In October 1998, the Company entered into a Strategic Relationship
Agreement with Agbar, pursuant to which one of Agbar's subsidiaries purchased
10,000 shares of the Series D Preferred Stock for $10,000,000 and appointed Mr.
Ras to the Company's Board of Directors. In July 2000, Mr. Ras resigned from
the Company's Board of Directors and from the Compensation Committee.
STOCK OPTION PLANS
1993 Stock Option Plan. The 1993 Stock Option Plan (the "1993 Plan")
authorizes the granting of both incentive stock options within the meaning of
Section 422 of the Internal Revenue Code of 1986, as amended (the "Code"), and
nonqualified stock options to officers, non-employee directors, employees,
consultants and others performing services for the Company to purchase in the
aggregate 800,000 shares of the Company's Common Stock. The 1993 Plan is
administered by the Compensation Committee of the Board of Directors. The
Compensation Committee designates the optionees, number of options, exercise
prices, dates of grant, exercise period and other terms and conditions.
The purchase price to be paid upon exercise of each incentive stock
option granted pursuant to the 1993 Plan shall be no less than the fair market
value of the Common Stock on the date the option is granted, or 110% of such
fair market value in the case of any optionee holding in excess of 10% of the
combined voting power of all classes of the Company's capital stock (or the
stock of a parent or subsidiary of the Company) as of the date of grant. Fair
market value is equal to the closing price of the Company's Common Stock. The
purchase price and method of exercise of each nonqualified option granted to
officers and other key employees shall be determined by the Compensation
Committee. The purchase price is payable in full by cash, check, surrender of
Common Stock of the Company having a market value equal to the option price of
the shares to be purchased, or so-called cashless exercises as permitted by law,
or any combination of cash, check, shares and cashless exercises. The
Compensation Committee in its sole discretion may extend credit to pay the
purchase price of the shares of Common Stock acquired upon exercise of an
option, such credit to be evidenced by optionee's interest-bearing promissory
note and secured by the Common Stock issued on exercise of the option. The
Compensation Committee has complete discretion to establish the amount and terms
of any credit extended. The Compensation Committee also has complete discretion
to determine the interest rate to be charged on such credit. No such credit is
currently extended by the Company.
Options granted under the 1993 Plan become exercisable and shall expire
on such dates as determined by the Compensation Committee, provided, however,
that no term may exceed ten years from the date of grant, or five years from the
date of grant in the case of any optionee holding more than 10 percent of the
combined voting power of all classes of the Company's capital stock (or the
stock of a parent or subsidiary of the Company) as of the date of grant. After
options become exercisable they may be exercised at any time or from time to
time as to any part thereof. The Compensation Committee may, at any time after
grant of the option and from time to time increase the number of shares
purchasable in any installment, subject to certain limitations.
9
<PAGE> 11
Options granted under the 1993 Plan expire on such date as the
Compensation Committee has determined. Options are not transferable except by
will or by the laws of descent and distribution; during the life of the person
to whom the option is granted, that person alone may exercise them. All rights
to exercise options terminate three months from the date a grantee ceases to be
an employee of the Company or any subsidiary for any reason other than death or
disability.
If a grantee dies while in the employ of the Company, his or her option
may be exercised at any time within 12 months following the grantee's death by
his or her estate or by the person or persons to whom the grantee's rights under
the option passed by will or operation of law, but only to the extent such
option was exercisable by the grantee at the time of his or her death. Except
for certain stated provisions covering termination, disability or death, no
option may be exercised after the expiration of its original term.
1997 Stock Option Plan. The 1997 Stock Option Plan currently provides
for the grant of 1,400,000 options to officers, directors, other key employees
and consultants of the Company. The 1997 Stock Option Plan is administered by
the Board of Directors or a committee of the Board, and is currently
administered by the Compensation Committee of the Board of Directors, which has
complete discretion to select the optionees and to establish the terms and
conditions of each option, subject to the provisions of the 1997 Stock Option
Plan. If necessary in order to comply with Rule 16b-3 under the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and Section 162(m) of the
Code, the committee shall, in the Board's discretion, be comprised solely of
"non-employee directors" within the meaning of said Rule 16b-3 and "outside
directors" within the meaning of Section 162(m) of the Code. Options granted
under the 1997 Stock Option Plan may be "incentive stock options" as defined in
Section 422 of the Code, or nonqualified options, and will be designated as
such.
The exercise price of incentive stock options may not be less than the
fair market value of the Company's Common Stock as of the date of grant (110% of
the fair market value if the grant is to an employee who owns more than 10% of
the total combined voting power of all classes of capital stock of the Company).
The Code currently limits to $100,000 the aggregate value of Common Stock that
may be acquired in any one calendar year pursuant to incentive stock options
under the 1997 Stock Option Plan or any other option plan adopted by the
Company. Nonqualified options may be granted under the 1997 Stock Option Plan at
an exercise price less than the fair market value of the Common Stock on the
date of grant. Nonqualified options also may be granted without regard to any
restriction on the amount of Common Stock that may be acquired pursuant to such
options in any one year.
In general, upon termination of employment of an optionee, all options
granted to such person which were not exercisable on the date of such
termination would immediately terminate, and any options that are exercisable
would terminate up to one year following termination of employment.
Options may not be exercised more than ten years after the grant date
(five years after the grant date if the grant is an incentive stock option to an
employee who owns more than 10% of the total combined voting power of all
classes of capital stock of the Company). Except with the express approval of
the administrator with respect to nonqualified options, options granted under
the 1997 Stock Option Plan are not transferable and may be exercised only by the
respective grantees during their lifetime or by their heirs, executors or
administrators in the event of death. Under the 1997 Stock Option Plan, shares
subject to cancelled or terminated options are reserved for subsequently granted
options. The number of options outstanding and the exercise price thereof are
subject to adjustment in the case of certain transactions such as stock splits,
stock dividends, recapitalizations or reclassifications. The 1997 Stock Option
Plan is effective for ten years, unless sooner terminated or suspended. The 1997
Stock Option Plan provides that options covering no more than 650,000 shares of
Common Stock may be granted to any one employee in any twelve month period.
CERTAIN FEDERAL INCOME TAX CONSEQUENCES
If an option is treated as an incentive stock option, the optionee will
recognize no income upon grant or exercise of the option unless the alternative
minimum tax rules apply. Upon an optionee's sale of the shares (assuming that
the sale occurs at least two years after grant of the option and at least one
year after exercise of the option), any gain will be taxed to the optionee under
beneficial capital gains tax rates. If the optionee disposes of the shares prior
to the expiration of the above holding periods, then the optionee will recognize
ordinary income in an amount generally measured as the difference between the
exercise price and the lower of the fair market value of the shares at the
exercise
10
<PAGE> 12
date or the sale price of the shares. Any gain or loss recognized on such a
premature sale of the shares in excess of the amount treated as ordinary income
will be capital gain or loss. Under recently enacted capital gains legislation,
the maximum federal tax rate applicable to such stock held for more than 12
months but less than 18 months is 28% and the maximum federal tax rate
applicable to such stock held for at least 18 months is 20%.
All other options granted under the 1997 Stock Option Plan are
nonqualified stock options and will not qualify for any special tax benefits to
the optionee. An optionee generally will not recognize any taxable income at the
time he or she is granted a nonqualified stock option. However, upon exercise of
the nonqualified stock option, the optionee will recognize ordinary income for
federal income tax purposes in an amount equal to the excess of the then fair
market value of each share over its exercise price. Upon an optionee's resale of
such shares, any difference between the sale price and the fair market value of
such shares on the date of exercise will be treated as capital gain or loss and
will generally qualify for beneficial capital gains rates depending on the
length of the holding period.
Subject to the limits on deductibility of employee remuneration under
Section 162(m) of the Code, the Company will generally be entitled to a tax
deduction in the amount that an optionee recognizes as ordinary income with
respect to an option. Options granted to executive officers under the 1997 Stock
Option Plan are intended to qualify as performance-based compensation for
purposes of Section 162(m) of the Code, and the Company will generally be
entitled to a tax deduction in the amount recognized by such officers upon
exercise of the options. No tax authority or court has ruled on the
applicability of Section 162(m) to the 1997 Stock Option Plan and any final
determination of the deductibility of amounts realized upon exercise of an
option granted under the 1997 Stock Option Plan could ultimately be made by the
Internal Revenue Service or a court having final jurisdiction with respect to
the matter. The Company retains the right to grant options under the 1997 Stock
Option Plan in accordance with the terms of the 1997 Stock Option Plan
regardless of any final determination as to the applicability of Section 162(m)
of the Code to these grants.
The foregoing does not purport to be a complete summary of the federal
income tax considerations that may be relevant to holders of options or to the
Company. It also does not reflect provisions of the income tax laws of any
municipality, state or foreign country in which an optionee may reside, nor does
it reflect the tax consequences of an optionee's death.
COMPENSATION OF EXECUTIVE OFFICERS
Notwithstanding anything to the contrary set forth in any of the
Company's previous filings under the Securities Act of 1933, as amended, or the
Securities Exchange Act of 1934, as amended, that might incorporate future
filings, including this Proxy Statement in whole or in part, the following
Compensation Committee report and the Performance Graph on page 13 shall not be
incorporated by reference into any such filings.
REPORT OF COMPENSATION COMMITTEE ON EXECUTIVE COMPENSATION
The Compensation Committee of the Board of Directors, which is composed
entirely of directors who have never been employees of the Company, is
responsible for setting and administering the policies and programs that govern
both annual and long-term compensation. During the fiscal year ended March 31,
2000, the Company's Compensation Committee was comprised of Messrs. David A.
Abel and Juan Ras Sirera.
The Compensation Committee establishes and periodically reviews and
revises the compensation of the Chief Executive Officer and the management
employees who report to the Chief Executive Officer. The Company's compensation
program consists of two elements: (1) an annual cash salary component, i.e.,
base salary and cash bonuses when warranted, and (2) a long-term component,
i.e., stock options. The amount of salary and bonus, if any, is established by
the Compensation Committee for each position based on the executive's job
description and a general assessment of the executive's performance, experience
and potential. The long-term component of the compensation program consists of
the annual grant of stock options, which the Compensation Committee believes
provides the executive with the incentive to implement the Company's annual
objectives and strategy and aligns his interest with that of the stockholders.
Stock options gain value to the extent the price of the Company's Common Stock
increases above the option exercise price, thereby creating a similar objective
for both management and the stockholders.
11
<PAGE> 13
Compensation of Chief Executive Officer. In April 1998, the Company
entered into a two-year employment agreement with Michael Patrick George, the
Company's Chief Executive Officer, pursuant to which the Company agreed to pay
Mr. George an annual salary of $250,000. In connection with entering into the
employment agreement, Mr. George was granted an option to purchase 150,000
shares of Common Stock at a price of $10.875 per share, an option to purchase an
additional 250,000 shares at a price of $15.40 per share, and an option to
purchase an additional 250,000 shares at a price of $21.00 per share. During
April 1999, Mr. George was granted an additional option to purchase 35,000
shares at a price of $4.00 per share. During the fiscal year ended March 31,
2000, the Company paid Mr. George only the cash compensation specified in his
employment agreement. Mr. George was not paid any cash bonus.
On June 5, 2000, Mr. George surrendered all of the 685,000 options to
purchase shares of Common Stock that he received in April 1998 and April 1999 to
the Company for cancellation. On July 10, 2000, the Board of Directors of the
Company granted Mr. George options to purchase 600,000 shares of Common Stock at
an exercise price equal to $0.39 per share, subject to ratification by the
shareholders. See "RATIFICATION OF STOCK OPTION GRANTS," below.
Compliance With Internal Revenue Code Section 162(m). Section 162(m) of
the Code, enacted in 1993, generally disallows a tax deduction to publicly held
companies for compensation exceeding $1 million paid to certain of the
corporation's executive officers. However, compensation which qualifies as
"performance-based" is excluded from the $1 million limit if, among other
requirements, the compensation is payable upon attainment of pre-established,
objective performance goals under a plan approved by the stockholders.
The compensation to be paid to the Company's executive officers for the
March 31, 2000 fiscal year did not exceed the $1 million limit per officer, nor
is it expected that the compensation to be paid to the Company's executive
officers for fiscal 2001 will exceed that limit. The Company's 1997 Stock Option
Plan is structured so that any compensation income realized by an executive
officer as a result of the exercise of an outstanding option or the sale of
option shares under the 1997 Stock Option Plan will qualify as
"performance-based" compensation which will not be subject to the $1 million
limitation. Because it is very unlikely that the cash compensation payable to
any of the Company's executive officers in the foreseeable future will approach
the $1 million limit, the Compensation Committee has decided at this time not to
take any other action to limit or restructure the elements of cash compensation
payable to the Company's executive officers. The Compensation Committee will
continue to monitor the compensation levels potentially payable under the
Company's cash compensation programs, but intends to retain the flexibility
necessary to provide total cash compensation in line with competitive practice,
the Company's compensation philosophy and the Company's best interests.
No member of the past Compensation Committee is, or during Fiscal 2000
was, a former officer or employee of the Company or of its subsidiary.
Compensation Committee during the year ended March 31, 2000: David A.
Abel and Juan Ras.
COMPARATIVE STOCK PERFORMANCE
The chart below sets forth a line graph comparing the performance of
the Company's Common Stock against the Total Return Index for the Nasdaq Stock
Market (US) ("Nasdaq Broad Market Index") and the Nasdaq Non-Financial Stocks
Index for the period commencing March 31, 1995 and ending March 31, 2000. The
chart sets the value of an investment in Western Water Company Common Stock and
the value of each index at 100 on March 31, 1995 and assumes that dividends, if
any, were reinvested.
The stockholder return shown on the following graph is not necessarily
indicative of future performance.
12
<PAGE> 14
COMPANY STOCK PERFORMANCE
[PERFORMANCE GRAPH]
<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------
3/31/95 3/31/96 3/31/97 3/31/98 3/31/99 3/31/00
------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Company's Common Stock 100.00 144.762 108.571 80.000 38.095 9.405
Nasdaq Broad Market Index 100.00 135.795 150.952 228.876 309.218 575.482
Nasdaq Non-Financial Stock Index 100.00 134.920 145.511 218.330 305.055 596.625
--------------------------------------------------------------------------------------------------------------
</TABLE>
RATIFICATION OF STOCK OPTION GRANTS
As described in "Report of Compensation Committee on Executive
Compensation" above, the Company believes that an important component of its
compensation policy is to grant stock options to its executive officers in order
to align the interests of the executives with the interest of the stockholders.
In order for the stock option grants to provide a valuable incentive to the
recipients of the options, the exercise price should be near the public trading
price of the Company's stock. Unfortunately, the trading price of the Common
Stock has decreased from above $15.00 per share three years ago to below $1.00
during much of this calendar year. Accordingly, many of the options granted to
key employees during the past few years no longer provides any incentive to the
option holders. For example, in April 1998 Michael Patrick George, the Company's
Chief Executive Officer, was granted an option to purchase a 150,000 shares of
Common Stock at a price of $10.875 per share, a second option to purchase an
additional 250,000 shares at a price of $15.40 per share, and a third option to
purchase an additional 250,000 shares at a price of $21.00 per share. Because of
the disparity between the exercise price of these options and the trading price
of the Common Stock, upon the expiration of his two-year employment agreement
with the Company, Mr. George voluntarily surrendered all of his options to the
Company for cancellation. In addition, although not required to do so, certain
other holders of options have also surrendered their options for cancellation.
Since the beginning of the current calendar year, a number of officers
and employees have left the Company, including the Executive Vice
President-Chief Financial Officer and the Executive Vice President-Chief
Marketing Officer. In April 2000, the Company announced its plans to restructure
its operations, sell some of its assets, and possibly sell the Company.
Accordingly, in order to induce the Company's current officers and employees to
remain in the employ of the Company, the Board of Directors decided to grant
options to the key officers, directors and employees of the Company at a price
that would provide an incentive for the optionees to successfully implement the
Company's business objectives. Therefore, in July 2000, the Board of Directors
granted options to purchase a total of 1,041,000 shares of Common Stock to the
following officers, employees, consultants and directors:
13
<PAGE> 15
<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------
Number of Shares
Name and Position Underlying the New Grant of Options
--------------------------------------------------------------------------------------------------------------
<S> <C>
Michael Patrick George, Chairman, President, Chief Executive 600,000
Officer and Acting Chief Financial Officer
James E. Sherman, Vice President and Secretary 200,000
David A. Abel, Director 40,000
Juan Ras Sirera, Former Director 40,000
Ronald I. Simon, Director 20,000
Other Employees 141,000
--------------------------------------------------------------------------------------------------------------
</TABLE>
All of the options have an exercise price of $0.39 per share, which
price was the average closing price of the Common Stock on the Nasdaq National
Market during the 30-day period following the Company's announcement on April
24, 2000 related to the potential restructuring of the Company. The closing
trading price of the Common Stock on the date of grant was $0.50 per share. All
options vest over a three-year period, commencing with the first anniversary of
the grant. The options grants were made subject to the consent of the
stockholders of the Company and will not become effective unless and until the
stockholders ratify the option grants.
Although not required to do so under the Company's stock option plan or
by any law, as a matter of good corporate practice, the Board of Directors
decided to submit the foregoing grant of options to the stockholders for their
ratification. Accordingly, the stockholders are being asked to approve the grant
of all of the foregoing options or to reject the grant of all of the options.
The stockholders may not selectively approve or reject individual grants, but
are being asked to approve or reject all of the foregoing option grants. If the
stockholders reject the option grants, the entire option grant will
automatically be cancelled, and the none of the options will become exercisable
by the optionees. In the event that the stockholders fail to ratify the
foregoing option grants, the Board of Directors may, thereafter, nevertheless
from time to time grant stock purchase options to its officers, directors and
employees, including some or all of the persons listed above, if the Board
concludes that the option grants are in the best interests of the Company.
The Board of Directors believes that the above grant of options is in
the best interests of the Company and recommends a vote "FOR" the ratification
of the foregoing grant of options.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's directors and executive officers, as well as persons who own more than
ten percent of the Company's Common Stock, to file with the Commission initial
reports of beneficial ownership and reports of changes in beneficial ownership
of the Common Stock. Directors, executive officers and greater-than-ten-percent
stockholders are required by the Commission's regulations to furnish the Company
with copies of all Section 16(a) forms they file.
14
<PAGE> 16
Based solely on a review of copies of reports filed with the Commission
and submitted to the Company since April 1, 1999 and on representations by
certain directors and executive officers of the Company, the Company believes
that all persons subject to the reporting requirements of Section 16(a) filed
all required reports on a timely basis during the past fiscal year.
RATIFICATION OF INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors has appointed the firm of KPMG LLP as the
Company's independent auditors for the year ending March 31, 2001, subject to
ratification by the stockholders. A representative of KPMG LLP is expected to
attend the Company's Annual Meeting. He or she will have an opportunity to make
a statement, if he or she desires to do so, and will be available to respond to
appropriate questions.
Stockholder ratification of the selection of KPMG LLP as the Company's
independent public accountants is not required by the Company's Bylaws or
otherwise. However, the Board is submitting the selection of KPMG LLP to the
stockholders for ratification as a matter of good corporate practice. If the
stockholders fail to ratify the selection, the Board will reconsider whether or
not to retain that firm. Even if the selection is ratified, the Board in their
discretion may direct the appointment of a different independent accounting firm
at any time during the year if they determine that such a change would be in the
best interests of the Company and its stockholders.
STOCKHOLDER PROPOSALS AT THE NEXT ANNUAL MEETING OF STOCKHOLDERS
Stockholders of the Company who intend to submit proposals to the
Company's stockholders at the next annual meeting of stockholders must submit
such proposals to the Company no later than April 15, 2001 in order for such
proposals to be included in the proxy materials. Stockholder proposals should be
submitted to James E. Sherman, Secretary, Western Water Company, 102 Washington
Avenue, Point Richmond, California 94801.
OTHER MATTERS
If any matters not referred to in this Proxy Statement should properly
come before the meeting, the persons named in the proxies will vote the shares
represented thereby in accordance with their judgment. Management is not aware
of any such matters that may be presented for action at the meeting. Matters
incident to the conduct of the meeting may be voted upon pursuant to the
proxies.
By Order of the Board of Directors
James E. Sherman
Secretary
August 15, 2000
15
<PAGE> 17
WESTERN WATER COMPANY
--------------------------------------------------------------------------------
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
The undersigned hereby appoints Michael Patrick George and James E. Sherman, and
either of them, as proxy holders with power to appoint his/her substitute and
hereby authorizes the proxy holders to represent and vote, as designated below,
all the shares of Common Stock of Western Water Company held of record by the
undersigned on August 10, 2000 at the annual meeting of shareholders to be held
at 10:00 a.m. on September 12, 2000 or any adjournment thereof.
(1) Election of directors:
[ ] FOR Michael Patrick George [ ] WITHHOLD AUTHORITY to vote for
Michael Patrick George
(2) To ratify the grant to certain officers, directors, employees and
consultants of the Company of options to purchase a total of 1,041,000
shares of the Company's common stock.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
(3) Proposal to ratify the appointment of KPMG LLP as the independent
accountants of the Company for the fiscal year ended March 31, 2001.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
(4) In their discretion, the proxy holders are authorized to vote upon such
other business as may properly come before the meeting or any adjournment
thereof.
<PAGE> 18
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, 2, 3 AND 4.
--------------------------------------------------------------------------------
Dated: (Signature) (Signature, if held jointly)
Please sign exactly as name appears hereon. 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 the President or other
authorized officer. If a partnership, please sign in partnership name by
authorized partner.
PLEASE PROMPTLY MARK, SIGN, DATE, AND
RETURN THIS PROXY USING THE ENCLOSED
ENVELOPE.
