SCHEDULE 14A
(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
Filed by the Registrant |X|
Filed by a Party other than the Registrant |_|
Check the appropriate box:
|_| Preliminary Proxy Statement |_| Confidential for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
|X| Definitive Proxy Statement
|_| Definitive Additional Materials
|_| Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
ALLIED DEVICES CORPORATION
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
|X| No fee required.
|_| Fee computed on table below per Exchange Act Rules 14a-6(i)(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 identifying 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>
ALLIED DEVICES CORPORATION
--------
Notice of Annual Meeting of Stockholders
to be held April 13, 1999
--------
Baldwin, New York
April 1, 1999
To the Holders of Common Stock
of ALLIED DEVICES CORPORATION:
The Annual Meeting of the Stockholders of ALLIED DEVICES CORPORATION
will be held at the offices of Haythe & Curley, 237 Park Avenue, 20th Floor, New
York, New York 10017, on April 13, 1999 at 9:30 o'clock A.M. for the following
purposes, as more fully described in the accompanying Proxy Statement:
1. To elect directors of the Company for the ensuing year.
2. To consider and take action upon a proposal to ratify the Board
of Directors' selection of BDO Seidman, LLP to serve as the Company's
independent auditors for the Company's fiscal year ending September 30, 1999.
3. To transact such other business as may properly come before the
Meeting or any adjournment or adjournments thereof.
The close of business on April 1, 1999 has been fixed by the Board
of Directors as the record date for the determination of stockholders entitled
to notice of, and to vote at, the Meeting.
By Order of the Board of Directors,
Mark Hopkinson, Secretary
You are cordially invited to attend the Meeting in person. If you do
not expect to be present, please mark, sign and date the enclosed form of Proxy
and mail it in the enclosed return envelope, which requires no postage if mailed
in the United States, so that your vote can be recorded.
<PAGE>
PROXY STATEMENT
This Proxy Statement, which will be mailed commencing on or about
April 1, 1999 to the persons entitled to receive the accompanying Notice of
Annual Meeting of Stockholders, is provided in connection with the solicitation
of Proxies on behalf of the Board of Directors of Allied Devices Corporation
(the "Company") for use at the Annual Meeting of Stockholders (the "Meeting") to
be held on April 13, 1999, and at any adjournment or adjournments thereof, for
the purposes set forth in such Notice. The Company's executive office is located
at 2365 Milburn Avenue, Baldwin, New York 11510.
Any Proxy may be revoked at any time before it is exercised. The
casting of a ballot at the Meeting by a stockholder who may theretofore have
given a Proxy or the subsequent delivery of a Proxy will have the effect of
revoking the initial Proxy.
At the close of business on April 1, 1999, the record date stated in
the accompanying Notice, the Company had outstanding 4,947,942 shares of common
stock, $.001 par value ("Common Stock"), each of which is entitled to one vote
with respect to each matter to be voted on at the Meeting. The Company has no
class or series of stock outstanding other than the Common Stock.
Directors are elected by plurality vote. Adoption of proposal 2 will
require the affirmative vote of a majority of the shares of Common Stock present
and voting thereon at the Meeting. Abstentions and broker non-votes (as
hereinafter defined) will be counted as present for the purpose of determining
the presence of a quorum. For the purpose of determining the vote required for
approval of matters to be voted on at the Meeting, shares held by stockholders
who abstain from voting will be treated as being "present" and "entitled to
vote" on the matter and, thus, an abstention has the same legal effect as a vote
against the matter. However, in the case of a broker non-vote or where a
stockholder withholds authority from his proxy to vote the proxy as to a
particular matter, such shares will not be treated as "present" and "entitled to
vote" on the matter and, thus, a broker non-vote or the withholding of a proxy's
authority will have no effect on the outcome of the vote on the matter. A
"broker non-vote" refers to shares of Common Stock represented at the Meeting in
person or by proxy by a broker or nominee where such broker or nominee (i) has
not received voting instructions on a particular matter from the beneficial
owners or persons entitled to vote and (ii) the broker or nominee does not have
discretionary voting power on such matter.
I. ELECTION OF DIRECTORS
Five directors will be elected at the Annual Meeting of Stockholders
to be held on April 13, 1999, each to serve until the 2000 Annual Meeting of
Stockholders and until a successor shall have been chosen and qualified. It is
the intention of each of the persons named in the accompanying form of Proxy to
vote the shares of Common Stock represented thereby in favor of the nominees
listed in the following table, unless otherwise instructed in such Proxy.
<PAGE>
All of such nominees are presently serving as directors. In case any of the
nominees is unable or declines to serve, such persons reserve the right to vote
the shares of Common Stock represented by such Proxy for another person duly
nominated by the Board of Directors in such nominee's stead. The Board of
Directors has no reason to believe that the nominees named will be unable or
will decline to serve.
Certain information concerning the nominees for election as
directors is set forth below. Such information was furnished by them to the
Company.
Shares of
Common Stock
Owned
Beneficially as Percent
of January 15, of
Name and Certain Biographical Information 1999(1) Class
- ----------------------------------------- --------------- ------
MARK HOPKINSON, age 51, has been Chairman of 1,014,571(2)(7) 19.78%
the Board since 1981, when he and Mr.
Bartow organized the acquisition of the
Company. He also served as President of
the Company from 1981 until March 1994. He
is a graduate of the University of
Pennsylvania and of the Harvard Graduate
School of Business Administration. Prior
to acquiring the Company, he was a
management consultant, working originally
with Theodore Barry & Associates from 1977
to 1978 and later as an independent and
with the Nicholson Group from 1978 to
1981. The focus of his work in the period
leading up to 1981 was development of
emerging growth companies, both in the
United States and in lesser developed
countries. He served as an officer in the
United States Navy from 1969 to 1972.
P.K. BARTOW, age 51, has been President of 850,688(3)(7) 16.73%
the Company since March 1994. He also
served as Vice President of the Company
from 1981 until March 1994. Prior to
acquiring the Company, Mr. Bartow had
joined the Nicholson Group in 1978, and
performed facility and feasibility studies
for emerging growth companies. While at
the Company, he has been the Director of
Marketing from 1981 onwards, and in that
capacity has established a network of
independent manufacturers' representatives
across the United States and in the United
Kingdom, Israel and selected regions in
Canada. He has also organized and
published the Company's 650+ page catalog.
He has recently undertaken a project to
gain a detailed understanding of the
Company's markets and market
opportunities, turning over all operating
responsibilities to others in the
organization to do so. Mr. Bartow received
a B.A. degree from Williams College in
1970, and a M.Arch degree from the
University of Pennsylvania in 1974.
SALVATOR BALDI, age 77, was one of the 756,473(4)(7) 14.62%
original founders of the Company in 1947.
He has been a Director of the Company
since February 1994. The business was
started as a general machine shop and
developed through the years as a supplier
to certain principal competitors of the
Company in the market for standardized
precision mechanical parts. By the late
1970's, the Company had become a
competitor, offering its own catalog of
components. He and his partners sold the
Company to the investor group assembled by
Mr. Hopkinson and Mr. Bartow in October
1981, with Mr. Baldi remaining with the
Company under an employment contract. By
the time his contract expired two years
later, Mr. Baldi had negotiated to
repurchase an interest in the Company. He
is active in the operations of the
Company, working an abbreviated work
schedule.
<PAGE>
CHRISTOPHER T. LINEN, age 51, became a 115,000(5) 2.31%
Director of the Company during fiscal
1997. He is currently principal of
Christopher Linen & Company, through which
he has invested in a series of early
stage, internet and technology-related
enterprises. Prior to this, from 1975
until 1996, he was an executive with Time
Inc. (later Time Warner Inc.) where he
managed a series of six subsidiaries or
divisions in Asia, Latin America, the
United States, and worldwide. Prior to
that, he was Assistant Financial Director
of the Italhai Holding Company, Ltd.
(Bangkok), during which tenure he was
Publisher of the Bangkok World, an English
language daily newspaper. He is a director
of Starmedia Networks Inc., Chairman of
NirvanaSoft Inc., and a Trustee of The
Family Academy, an experimental public
school. He holds a B.A. from Williams
College and attended the Graduate School
of Business Administration at New York
University.
MICHAEL MICHAELSON, age 76, has been a 183,584(6)(7) 3.63%
Director of the Company since 1990. He has
been President and sole stockholder of
Rainwater Enterprises, Ltd. since 1979,
providing management and marketing
consultation services to clients
principally in publishing and related
industries. From 1986 to 1989, he was
Chairman of the Council on Economic
Priorities. From 1977 to 1979, he was
co-founder and Chairman of the Board of
Games Magazine, which was sold to Playboy
magazine in 1979. From 1970 to 1978, Mr.
Michaelson worked for Publishers Clearing
House, where he was Senior Vice President.
From 1968 to 1970, he was President and
founder of Campus Subscriptions, Inc. Mr.
Michaelson served in the United States
Army in the South Pacific during World War
II, where he was a Company Commander in
the 38th infantry, 25th division and
received the Bronze Star and the Purple
Heart. He received a B.S. degree from New
York University in 1948.
- -------------------------
(1) Except as indicated hereafter, each of the nominees has sole voting and
investment power with respect to all shares shown in the table as
beneficially owned by him.
(2) Mark Hopkinson is General Partner of the Hopkinson Family Partnership (in
which he has exclusive management rights), which owns 700,000 of the
shares included herein. Mr. Hopkinson owns 51,911 shares in his own name.
Also included in Mr. Hopkinson's shareholdings are 5,660 shares
represented by warrants exercisable by Mr. Hopkinson until December 31,
1999 and 257,000 shares represented by currently exercisable options. Mr.
Hopkinson disclaims beneficial ownership of 15,700 shares owned by his
wife.
(3) Included in Mr. Bartow's shareholdings are 1,722 shares represented by
warrants exercisable by Mr. Bartow until December 31, 1999 and 225,000
shares represented by currently exercisable options. Mr. Bartow disclaims
beneficial ownership of 15,000 shares owned by his immediate family.
(4) Included in Mr. Baldi's shareholdings are 898 shares represented by
warrants exercisable by Mr. Baldi until December 31, 1999 and 225,000
shares represented by currently exercisable options.
(5) Included in Mr. Linen's shareholdings are 25,000 shares represented by
currently exercisable options.
<PAGE>
(6) Included in Mr. Michaelson's shareholdings are 2,584 shares represented by
warrants exercisable by Mr. Michaelson until December 31, 1999 and 110,000
shares represented by currently exercisable options. Mr. Michaelson owns
62,500 shares in his own name. Mr. Michaelson disclaims beneficial
ownership of 160,000 shares owned by his wife.
(7) As consideration for various services rendered to the Company in the
period 1983 until 1990, the Company issued certain stockholders warrants
to purchase up to 340,000 shares of Common Stock at prices ranging from
$.30 per share to $.70 per share. Certain of those warrants were exercised
in fiscal 1996 and fiscal 1997, prior to their expiration. 10,864 of these
warrants remained exercisable at September 30, 1998.
During the fiscal year ended September 30, 1998 the Board of
Directors of the Company met three times. Each of the persons named in the table
above attended at least 75% of the meetings of the Board of Directors which were
held during the time that such person served.
The Board has a Compensation Committee. The members of the
Compensation Committee are Michael Michaelson, who serves as Chairman, and
Christopher T. Linen. The Compensation Committee makes recommendations to the
full Board as to compensation of senior management and determines the executives
who are to receive options and the number of shares subject to each option. The
Compensation Committee met once during the fiscal year ended September 30, 1998.
The Board has an Audit Committee. The members of the Audit Committee
are Christopher T. Linen and Michael Michaelson. The Audit Committee meets at
least once per year in advance of the Annual Meeting of Stockholders of the
Company with the Company's independent auditors. The Audit Committee acts as a
liaison between the Board and the independent auditors and annually recommends
to the Board the appointment of the independent auditors. The Audit Committee
reviews with the independent auditors the planning and scope of the audits of
the financial statements, the results of those audits and the adequacy of the
Company's internal accounting controls.
The directors and officers of the Company, other than Messrs. Linen
and Michaelson, are active in its business on a day-to-day basis. No family
relationships exist between any of the directors and officers of the Company,
except that Philip Baldi, son of Salvator Baldi, a Director of the Company, is a
Divisional Vice-President and Manager of the Company.
The Company's Certificate of Incorporation contains a provision,
authorized by Nevada law, which eliminates the personal liability of a director
of the Company to the Company or to any of its stockholders for monetary damages
for a breach of his fiduciary duty as a director, except in the case where the
director breached his duty of loyalty, failed to act in good faith, engaged in
intentional misconduct or knowingly violated a law, authorized the payment of a
dividend or approved a stock repurchase in violation of Nevada corporate law, or
obtained an improper personal benefit.
Compensation of Executive Officers
<PAGE>
The following table sets forth information for the fiscal years
ended September 30, 1998, 1997 and 1996 concerning the compensation paid or
awarded to the Chairman and Chief Executive Officer of the Company. No other
executive officer of the Company received fiscal 1998 salary and bonus
compensation which exceeded $100,000. The Company's outside Directors receive
$1,250 per meeting for their services as such and reimbursement for any expenses
they may incur in connection with their services as directors.
SUMMARY COMPENSATION TABLE
Long term
Compensation
Name of Officer and Fiscal Other Annual Awards-Options
Principal Position Year Salary Compensation (#)
- ------------------ ---- ------ ------------ --------------
Mark Hopkinson, 1998 $110,005 $0 0
Chairman and Chief 1997 $97,221 $0 27,400
Executive Officer 1996 $98,098 $0 29,000
Under the terms of the Company's 1993 Incentive Stock Option Plan,
no options were granted to the Chief Executive Officer of the Company during
fiscal year 1998:
Aggregated Options/SAR Exercises in Last Fiscal Year and FY-End
Option/SAR Values.
Number of Value of
Securities Unexercised
Underlying In-the-Money
Unexercised Options/SARs
Options/SARs at FY-End
at FY-END (#) ($)
Value
Shares Acquired Realized Exercisable/ Exercisable/
Name on Exercise (#) ($) Unexercisable Unexercisable
---- --------------- -------- ------------- -------------
Mark Hopkinson -- $-- 257,000/0 $29,366/$0
- -----------------------
(1) In-the-money options are those for which the fair market value of the
underlying Common Stock exceeds the exercise price of the option. The
value of the in-the-money options is determined in accordance with
regulations of the Securities and Exchange Commission by subtracting the
aggregate exercise price of the option from the aggregate year-end value
of the underlying Common Stock.
No compensation to management has been waived or accrued to date.
<PAGE>
Under the terms of its employee stock option plan (adopted in
October 1993 and amended in December 1995 and March 1998), the Board of
Directors is empowered at its discretion to award options to purchase an
aggregate of 1,500,000 shares of the Company's Common Stock to key employees.
Prior to fiscal 1998, the Company had granted options to purchase an aggregate
of 1,057,000 shares to key employees and Directors, with exercise prices ranging
from $0.35 to $3.00 per share. During fiscal 1998, the Company granted options
to purchase 50,000 shares of the Company's Common Stock, at exercise prices
ranging from $1.88 to $2.25, to 13 individuals (one executive and 12
non-executive managers).
Compliance with Section 16(a) of the
Securities Exchange Act of 1934
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's directors and executive officers, and persons who own more than ten
percent of the Company's Common Stock, to file with the Securities and Exchange
Commission initial reports of ownership and reports of changes in ownership of
Common Stock. Officers, directors and greater than ten percent stockholders are
required by Securities and Exchange Commission regulations to furnish the
Company with copies of all Section 16(a) forms they file.
To the Company's knowledge, based solely on a review of the copies
of such reports furnished to the Company and representations that no other
reports were required, during the fiscal year ended September 30, 1998 all
Section 16(a) filing requirements applicable to its officers, directors and
greater than ten percent beneficial owners were complied with.
Certain Relationships and Related Transactions
In August 1987, certain officers and stockholders purchased
unsecured 10% promissory notes from the Company in the aggregate amount of
$157,680: including Mark Hopkinson, $75,000; P.K. Bartow, $25,000; Salvator
Baldi, $7,680; and Michael Michaelson, $25,000. In December 1994, all such notes
were retired by paying 10% unsecured promissory notes due December 31, 1995, and
granting warrants to purchase Common Stock at the rate of one warrant per $20 of
principal of the notes being retired, as follows:
Principal
Amount Number of
Cash Paid of New Notes Warrants
--------- ------------ --------
Salvator Baldi $1,796.59 $16,169.32 898
P.K. Bartow $3,445.14 $31,006.25 1,722
Mark Hopkinson $11,319.74 $101,877.69 5,660
Michael Michaelson $5,167.71 $46,509.37 2,584
Each warrant is exercisable at a price of $2.00 per warrant for one share of
Common Stock until December 31, 1999. The notes were retired during fiscal 1996.
<PAGE>
Information Concerning Certain Stockholders
The shareholdings of the persons (other than Mark Hopkinson (who is
also the only executive officer of the Company named in the Summary Compensation
Table of the Company), P.K. Bartow, Salvator Baldi and Michael Michaelson, each
of whose shareholdings are set forth above and each of whose address is 2365
Milburn Avenue, Baldwin, New York 11510) who, to the knowledge of the Board of
Directors of the Company, owned beneficially more than five percent of any class
of the outstanding voting securities of the Company as of January 15, 1999, and
all directors and executive officers of the Company as a group, and their
respective shareholdings as of such date (according to information furnished by
them to the Company), are set forth in the following table. Except as indicated
in the footnotes to the table, all of such shares are owned with sole voting and
investment power.
Shares of Common
Stock Owned
Name and Address Beneficially Percent of Class
- ---------------- ------------ ----------------
All Executive Officers and 3,046,316(1) 51.57%
Directors as a Group (7
persons)
(1) See footnotes (2) through (7) on pages 3 and 4. Also includes 16,000
shares represented by 10,000 currently exercisable options and 6,000
shares held by Andrew J. Beck, Assistant Secretary of the Company, and
110,000 shares represented by 94,400 currently exercisable options and
15,600 shares held by Paul M. Cervino, Principal Financial Officer,
Principal Operating Officer, Principal Accounting Officer and Treasurer.
II. RATIFICATION OF SELECTION OF INDEPENDENT AUDITORS
The Board of Directors of the Company has selected BDO Seidman, LLP
to serve as independent auditors for the Company for the fiscal year ending
September 30, 1999. The Board of Directors considers BDO Seidman, LLP to be
eminently qualified.
Although it is not required to do so, the Board of Directors is
submitting its selection of the Company's auditors for ratification at the
Meeting, in order to ascertain the views of stockholders regarding such
selection. If the selection is not ratified, the Board of Directors will
reconsider its selection.
The Board of Directors recommends that stockholders vote FOR
ratification of the selection of BDO Seidman, LLP to examine the financial
statements of the Company for the Company's fiscal year ending September 30,
1999. It is the intention of the persons named in the accompanying form of Proxy
to vote the shares of Common Stock represented thereby in favor of such
ratification unless otherwise instructed in such Proxy.
<PAGE>
A representative of BDO Seidman, LLP will be present at the Meeting,
with the opportunity to make a statement if such representative desires to do
so, and will be available to respond to appropriate questions.
III. OTHER MATTERS
The Board of Directors of the Company does not know of any other
matters which may be brought before the Meeting. However, if any such other
matters are properly presented for action, it is the intention of the persons
named in the accompanying form of Proxy to vote the shares represented thereby
in accordance with their judgment on such matters.
IV. MISCELLANEOUS
If the accompanying form of Proxy is executed and returned, the
shares of Common Stock represented thereby will be voted in accordance with the
terms of the Proxy, unless the Proxy is revoked. If no directions are indicated
in such Proxy, the shares represented thereby will be voted IN FAVOR of the
nominees proposed by the Board of Directors in the election of directors and FOR
the ratification of the Board of Directors' selection of independent auditors
for the Company.
All costs relating to the solicitation of Proxies will be borne by
the Company. Proxies may be solicited by officers, directors and regular
employees of the Company personally, by mail or by telephone or telegraph, and
the Company may pay brokers and other persons holding shares of stock in their
names or those of their nominees for their reasonable expenses in sending
soliciting material to their principals.
It is important that Proxies be returned promptly. Stockholders who
do not expect to attend the Meeting in person are urged to mark, sign and date
the accompanying form of Proxy and mail it in the enclosed return envelope,
which requires no postage if mailed in the United States, so that their votes
can be recorded.
Stockholder Proposals
Stockholder proposals intended to be presented at the 2000 Annual
Meeting of Stockholders of the Company must be received by the Company by
December 3, 1999 in order to be considered for inclusion in the Company's Proxy
Statement relating to such Meeting. In the event that a stockholder fails to
notify the Company by February 16, 2000 of an intent to be present at the
Company's 2000 Annual Meeting of Stockholders in order to present a proposal for
a vote, the Company will have the right to exercise its discretionary authority
to vote against the proposal, if presented, without including any information
about the proposal in its proxy materials.
<PAGE>
Annual Report on Form 10-KSB
A copy of the Company's Annual Report on Form 10-KSB, including the
financial statements and financial statement schedules for the fiscal year ended
September 30, 1998, which has been filed with the Securities and Exchange
Commission, is being included with the mailing of this Proxy Statement.
Baldwin, New York
April 1, 1999
<PAGE>
ALLIED DEVICES CORPORATION
PROXY -- Annual Meeting of Stockholders -- April 13, 1999
The undersigned, a stockholder of ALLIED DEVICES CORPORATION, does hereby
appoint MARK HOPKINSON and P.K. BARTOW, or either of them, his proxies, with
full power of substitution or resubstitution, to appear and vote all shares of
Common Stock of the Company which the undersigned is entitled to vote at the
Annual Meeting of Stockholders to be held on Tuesday, April 13, 1999 at 9:30
A.M., local time, or at any adjournment thereof, upon such matters as may
properly come before the meeting.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby instructs said proxies or their substitutes to vote
as specified below on each of the following matters and in accordance with their
judgment on any other matters which may properly come before the Meeting.
1. Election of Directors, FOR |_| WITHHOLD AUTHORITY |_|
all nominees listed below (except to vote for all nominees
as marked to the contrary below) listed below
Mark Hopkinson, P.K. Bartow, Salvator Baldi,
Christopher T. Linen and Michael Michaelson
(INSTRUCTION: To withhold authority to vote for any individual nominee write
that nominee's name in the space provided below.)
2. Ratification of appointment of BDO Seidman as independent auditors for the
fiscal year ending September 30, 1999.
FOR |_| AGAINST |_| ABSTAIN |_|
(Continued and to be completed on the Reverse Side)
<PAGE>
(Continued From Other Side)
The Board of Directors favors a vote "FOR" each item.
THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS DIRECTED. IF NO DIRECTION
IS INDICATED THEY WILL BE VOTED IN FAVOR OF THE ITEM(S) FOR WHICH NO DIRECTION
IS INDICATED.
IMPORTANT: Before returning this Proxy, please sign your name or names on the
line(s) below exactly as shown thereon. Executors, administrators, trustees,
guardians or corporate officers should indicate their full titles when signing.
Where shares are registered in the name of joint tenants or trustees, each joint
tenant or trustee should sign.
Dated: , , 1999
--------------------- ---------
(L.S.)
-------------------------------------
(L.S.)
-------------------------------------
Stockholder(s) Sign Here
PLEASE MARK, SIGN, DATE AND RETURN
THIS PROXY CARD PROMPTLY USING THE
ENCLOSED ENVELOPE.
