SCHEDULE 14A
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANE ACT OF 1934 (AMENDMENT NO.1)
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
Reconditioned Systems, Inc.
--------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
--------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act
Rules 14a-6(i) (1) and 0-11.
1) Title of each class of securities to which transaction applies:
------------------------------------------------------------------
2) Aggregate number of securities to which transaction applies:
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3) Per unit or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11 (set forth the amount on which the filing
fee is calculated and state how it was determined):
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4) Proposed maximum aggregated value of transaction:
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5) Total fee paid:
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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing 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:
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2) Form, Schedule or Registration Statement No.:
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3) Filing Party:
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4) Date Filed:
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<PAGE>
RECONDITIONED SYSTEMS, INC.
444 West Fairmont
Tempe, Arizona 85282
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD AUGUST 11, 2000
To the Stockholders of Reconditioned Systems, Inc.:
The 2000 Annual Meeting of the Stockholders of Reconditioned Systems,
Inc., an Arizona corporation (the "Company"), will be held at Reconditioned
Systems, Inc., 444 West Fairmont, Tempe, Arizona 85282, on Friday, August 11,
2000 at 8:00 a.m., Mountain Standard Time, for the following purposes:
1. To elect three directors to the Board of Directors;
2. To consider and act upon a proposal to ratify the appointment of
Semple & Cooper, LLP as the Company's independent public accountants
for the fiscal year ending March 31, 2001; and
3. To transact such other business as may properly come before the meeting.
Only Stockholders of record at the close of business on July 12, 2000
are entitled to notice of and to vote at the Annual Meeting. Holders of Common
Stock as of such date are entitled to vote on all of the above proposals. Shares
can be voted at the meeting only if the holder is present or represented by
proxy. A list of Stockholders entitled to vote at the Annual Meeting will be
open for inspection at the Annual Meeting and will be open for inspection at the
offices of Reconditioned Systems, Inc., 444 West Fairmont, Tempe, Arizona 85282,
during ordinary business hours for ten days prior to the meeting.
It is important that your shares be represented at this meeting.
To assure your representation at the meeting, please complete, date, sign and
promptly mail the enclosed proxy card in the accompanying envelope, which
requires no postage if mailed in the United States.
By Order of the Board of Directors,
/S/ DIRK D. ANDERSON
Tempe, Arizona Dirk D. Anderson, Secretary
July 13, 2000
<PAGE>
PROXY STATEMENT
OF
RECONDITIONED SYSTEMS, INC.
444 West Fairmont
Tempe, Arizona 85282
--------------------------------------------------------------------------------
GENERAL INFORMATION
This Proxy Statement is furnished in connection with the solicitation
by the Board of Directors of Reconditioned Systems, Inc.,an Arizona corporation
(the "Company"), of proxies for use at the 2000 Annual Meeting of Stockholders
to be held on August 11, 2000, at 8:00 a.m., Mountain Standard Time. The Annual
Meeting will be held at Reconditioned Systems, Inc., 444 West Fairmont, Tempe,
Arizona 85282.
This Proxy Statement and the accompanying form of proxy are being first
mailed to Stockholders on or about July 13, 2000. The Stockholder giving the
proxy may revoke it at any time before it is exercised at the meeting by: (i)
delivering to the Secretary of the Company a written instrument of revocation
bearing a date later than the date of the proxy; (ii) duly executing and
delivering to the Secretary a subsequent proxy relating to the same shares; or
(iii) attending the meeting and voting in person (attendance at the meeting will
not in and of itself constitute revocation of a proxy). Any proxy which is not
revoked will be voted in accordance with the recommendations of the Board of
Directors as to such items. The proxy card gives authority to the proxies to
vote shares in their discretion on any other matter properly presented at the
Annual Meeting.
Proxies will be solicited from the Company's Stockholders by mail. The
Company will pay all expenses in connection with the solicitation, including
postage, printing and handling, and the expenses incurred by brokers,
custodians, nominees and fiduciaries in forwarding proxy material to beneficial
owners. It is possible that directors, officers and regular employees of the
Company may make further solicitation personally or by telephone, telegraph or
mail. Directors, officers and regular employees of the Company will receive no
additional compensation for any such further solicitation.
Only holders (the "Stockholders") of the Company's Common Stock, no par
value (the "Common Stock"), at the close of business on July 12, 2000 (the
"Record Date"), are entitled to notice of, and to vote at, the Annual Meeting.
On the Record Date, there were 1,327,684 shares of Common Stock outstanding.
Each share of Common Stock is entitled to one vote on each matter to be
considered at the Annual Meeting. A majority of the outstanding shares of Common
Stock present in person or represented by proxy at the Annual Meeting, will
constitute a quorum for the transaction of business at the Annual Meeting.
The affirmative vote of holders of a plurality of the outstanding
shares of Common Stock of the Company entitled to vote and present in person or
by proxy at the Annual Meeting is required for approval of the election of
directors pursuant to Proposal One. The affirmative vote of holders of a
majority of the outstanding shares of Common Stock of the Company entitled to
vote and present in person or by proxy at the Annual Meeting is required for
approval of Proposal Two. Votes that are withheld will have the effect of a
negative vote. Abstentions may be specified on all proposals except Proposal One
relating to the election of directors. Abstentions will have the effect of a
negative vote on a proposal. Broker non-votes are not counted for purposes of
determining whether a quorum is present or whether a proposal has been approved.
With regard to the election of directors, votes may be cast in favor of or
withheld from each nominee. Stockholders voting on the election of directors may
cumulate their votes and give one candidate a number of votes equal to the
number of directors to be elected multiplied by the number of votes to which the
Stockholder's shares are entitled, or may distribute their votes on the same
principle among as many candidates as being solicited. In order to cumulate
votes, at least one Stockholder must announce, prior to the casting of votes for
the election of directors, that he or she intends to cumulate votes. Proxies
will be tabulated by the Company with the assistance of the Company's transfer
agent. The Company will, in advance of the Annual Meeting, appoint one or more
Inspectors of Election to count all votes and ballots at the Annual Meeting and
make a written report thereof.
PAGE 1
<PAGE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information, as of July 12,
2000, with respect to the number of shares of the Company's equity securities
beneficially owned by individual directors, by all directors and officers of the
Company as a group and by persons known by the Company to own more than 5% of
the Company's Common Stock.
Percent
Name and Address of Common of
Beneficial Owner Shares Total **
---------------- ------ ---------
Granite Capital 331,117 21.62%
25th Floor
New York, NY 10022
Scott W. Ryan 324,429* 21.18%
111 Presidential Blvd
Suite 246
Bala Cynwyd, PA 19004
Dirk Anderson 152,750* 9.97%
444 West Fairmont
Tempe, Arizona 85282
Frank E. Hart 60,200 3.93%
1085 Riverside Trace N.W.
Atlanta, GA 30328
All directors and officers as 537,379** 35.08%
A group (three persons)
--------------------
* Includes options to purchase 102,000 shares that are presently exercisable.
** Includes options to purchase 204,000 shares that are presently exercisable.
PAGE 2
<PAGE>
PROPOSAL ONE
ELECTION OF DIRECTORS
NOMINEES
The Board of Directors currently consists of three members holding
seats to serve as members until the next Annual Meeting of Stockholders or until
their respective successors are duly elected and qualified, unless they earlier
resign or are removed from office. The Company's Articles of Incorporation
presently provide for a Board of Directors of not less than three (3) nor more
than nine (9) in number, with the exact number to be fixed as provided by the
Company's Bylaws. The term of office of all current directors will expire at the
2000 Annual Meeting of Stockholders.
On June 2, 2000, the Company's Board of Directors nominated Messrs.
Scott W. Ryan, Dirk D. Anderson, and Frank E. Hart for election to the Board of
Directors. Messrs. Scott W. Ryan and Dirk D. Anderson are currently serving as a
director. None of the nominees has a family relation to any of the other
nominees. A brief description of the business experience of each nominee is set
forth below in the table under the heading "Directors and Executive Officers."
Unless otherwise instructed, the persons named in the accompanying proxy will
vote FOR the election of such nominees. All of the nominees have consented to
being named herein and have indicated their intention to serve if elected. If
for any reason any nominee should become unable to serve as a director, the
accompanying proxy may be voted for the election of a substitute nominee
designated by the Board of Directors.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ELECTION OF EACH OF THE
NOMINEES.
PAGE 3
<PAGE>
DIRECTORS AND EXECUTIVE OFFICERS
The following table sets forth certain information with respect to the directors
and executive officers of the Company as of July 12, 2000.
Name Age Position, Tenure and Experience
---- --- -------------------------------
Scott W. Ryan 54 Mr. Ryan has been a Director since December 1995
and has been the Company's President and Chief
Executive Officer since November 1999. Mr. Ryan
is also the Chief Operating Officer of S.W.
Ryan & Company, Inc. which is a securities
brokerage and asset management firm located
in Bala Cynwyd, Pennsylvania that he founded
in 1988. Previously, Mr. Ryan was with other
securities brokerage firms including Merrill
Lynch and Goldman, Sachs & Co. Mr. Ryan was
also a Board Member and Vice Chairman of NASD
District #9.
Dirk D. Anderson 36 Mr. Anderson has been a Director since December
1995 and the Company's Chief Operating
Officer since November 1999. He served as
the Company's Chief Financial Officer from
August 1995 through October 1999 and prior to
that was employed as the Company's Controller
for approximately two years. Previously, he
served as Audit Manager at Semple & Cooper,
LLP, where his career spanned seven years.
Frank E. Hart 53 Mr. Hart has been President of Profit Concepts,
Ltd. since 1978. Profit Concepts, Ltd. has
been the Manager of a private investment fund,
High Capital Funding, LLC, a Delaware limited
liability company and its predecessor, since
1983. Prior to 1983, Profit Concepts, Ltd.
was in the business of rendering management and
financial consulting services.
PAGE 4
<PAGE>
BOARD MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS
During the fiscal year ended March 31, 2000, the Board of Directors met
nine times. The Board of Directors has established an Audit Committee and a
Compensation Committee. The Board does not have a Nominating Committee, and the
entire Board is responsible for recommending nominees to serve on the Board.
During the fiscal year ended March 31, 2000, the Board of Directors
appointed Scott W. Ryan and Warren Palitz to the Audit Committee and adopted an
Audit Committee Charter. The functions of the Audit Committee are to: receive
reports with respect to loss contingencies, which may be legally required to be
publicly disclosed through financial statement notation; annually review and
examine those matters that relate to the financial audit of the Company;
recommend to the Company's Board of Directors the selection, retention and
termination of the Company's independent accountants; review the professional
services, proposed fees and independence of such accountants; review and examine
those matters that relate to the interim financial statements of the Company;
and provide for the periodic review and examination of management performance in
selected aspects of corporate responsibility. The Audit Committee met once
during the fiscal year ended March 31, 2000.
During the fiscal year ended March 31, 2000, the Board of Directors
appointed Scott W. Ryan and Warren Palitz to the Compensation Committee. The
functions of the Compensation Committee are to review annually the performance
of the Chief Executive Officer and President and of the other principal officers
whose compensation is subject to the Committee's review and report thereon to
the Company's Board of Directors. In addition, the Compensation Committee
reviews the compensation of outside directors for their services on the Board of
Directors and reports thereon to the Board of Directors. The Compensation
Committee met once during the fiscal year ended March 31, 2000.
During the fiscal year ended March 31, 2000, each incumbent director
attended 75% or more of the aggregate of (i) the total number of meetings of the
Board of Directors and (ii) the total number of meetings held by all committees
on which such director served.
COMPENSATION OF DIRECTORS
The Company provides for quarterly compensation to its non-employee
directors of $1,250. In addition, the Company reimburses them for reasonable
expenses incurred in attending meetings.
PAGE 5
<PAGE>
EXECUTIVE COMPENSATION
The following table sets forth the compensation paid or accrued to the
current Chief Executive Officer and Chief Operating Officer (Named Executive
Officers) of the Company.
<TABLE>
SUMMARY COMPENSATION TABLE
----------------------- ------------------ -------------------------- ----------
Annual Compensation Long-Term
Compensation
Awards
--------------------- -------------------------
Securities
Name and Principal Underlying All Other
Position Year Ended Salary ($) Bonus ($) Options(#) Compensation
------------------ ---------- --------- -------- ---------- ------------
<S> <C> <C> <C> <C> <C>
Scott W. Ryan March 31, 2000 $ 0 $ 0 2,000 $ 5,000*
CEO and March 31, 1999 $ 0 $ 0 0 $ 5,000*
President
March 31, 1998 $ 0 $ 0 0 $ 5,000*
Dirk D. Anderson March 31, 2000 $ 100,000 $ 32,856 2,000 $ 0
COO March 31, 1999 $ 75,000 $ 58,036 0 $ 0
March 31, 1998 $ 75,000 $ 47,185 0 $ 0
</TABLE>
* Represents standard non-employee director fee.
OPTION GRANTS
The following table sets forth the options and SARs granted to the
Named Executive Officers of the Company during the last fiscal year.
OPTION/SAR GRANTS IN LAST FISCAL YEAR
--------------------------------------------------------------------------------
Individual Grants
--------------------------------------------------------------------------------
<TABLE>
(a) (b) (c) (d) (e)
----------- ------------ ------------ ---------- ----------
% of Total
Number of Options/SARs
Securities Granted to Exercise
Underlying Employees or
Options/SARs in Base Price Expiration
Name Granted (#) Fiscal Year ($/Sh) Date
------------ ------------- ------------- ---------- ----------
<S> <C> <C> <C> <C>
Scott Ryan 2,000* 24.37% $2.63 4/1/2010
Dirk Anderson 2,000* 24.37% $2.63 4/1/2010
</TABLE>
* The above stock options were exercisable as of April 1, 2000. The exercise
price exceeds the market price as of the date of grant.
PAGE 6
<PAGE>
AGGREGATED OPTION EXERCISES AND FISCAL YEAR-END OPTION VALUES
The following table sets forth information with respect to the number
of unexercised options held by the Named Executive Officers on March 31, 2000.
No options were exercised by the Named Executive Officers during the fiscal year
ended March 31, 2000.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FY-END OPTION VALUES
<TABLE>
------------- --------------------------------- --------------------------------
Number of Securities Underlying Value of Unexercised
Unexercised Options at FY-End (#) In-the Money
--------------------------------- Options at FY-End ($)
---------------------
Name Exercisable/Unexercisable Exercisable/Unexercisable
---------------- ------------------------- -------------------------
<S> <C> <C>
Scott W. Ryan 102,000/0 $225,000/$0
Dirk D. Anderson 102,000/0 $225,000/$0
</TABLE>
PAGE 7
<PAGE>
EMPLOYMENT AGREEMENTS AND TERMINATION OF EMPLOYMENT ARRANGEMENTS
On August 10, 1996, the Company entered into an employment agreement
with Dirk Anderson pursuant to which he serves as the Company's Chief Operating
Officer. The agreement is automatically extended for successive one year periods
unless either the Board of Directors or Mr. Anderson gives written notice to the
other at least ninety days prior to the end of the initial or any renewal term
of its or his intention not to renew. The agreement automatically renewed on
August 10, 1999, and since no written notice was given by the Company ninety
days prior to August 10, 2000, the agreement will again be automatically
extended. Under the agreement, Mr. Anderson receives a base annual salary of
$75,000. Increases to Mr. Anderson's base salary and bonuses are at the
discretion of the Company's Board of Directors. Mr. Anderson is entitled to
participate in all retirement and employee benefit plans that the Company may
adopt for the benefit of its senior executives. On March 24, 1999, the Board of
Directors and Mr. Anderson agreed to change his base annual salary of to
$100,000, effective April 1, 1999. The agreement also entitles Mr. Anderson to
receive the options described above under the heading "Aggregated Option
Exercises and Fiscal Year-End Option Values."
Under the agreement, if Mr. Anderson's employment is terminated by
reason of death, Disability or Retirement, upon expiration of the term of the
agreement, by the Company for Cause or by Mr. Anderson without Good Reason (in
each case as such terms are defined in the agreement), the Company shall: (i)
pay Mr. Anderson any base salary which has accrued but has not been paid as of
the termination date (the "Accrued Base Salary"); (ii) reimburse Mr. Anderson
for expenses incurred by him prior to termination which are subject to
reimbursement pursuant to applicable Company policies (the "Accrued Reimbursable
Expenses"); (iii) provide to Mr. Anderson any accrued and vested benefits
required to be provided by the terms of any Company-sponsored benefit plans (the
"Accrued Benefits"); (iv) pay Mr. Anderson any discretionary bonus with respect
to a prior fiscal year which has accrued and been earned but has not been paid
(the "Accrued Bonus"); (v) permit Mr. Anderson to exercise all vested,
unexercised stock options outstanding at the termination date; and (vi) to the
extent permitted by the terms of the policies then in effect, give Mr. Anderson
a right of first refusal to cause the transfer of the ownership of all key-man
life insurance policies maintained by the Company on Mr. Anderson to him at his
expense (the "Right of First Refusal"). If Mr. Anderson's employment is
terminated by the Company without Cause or by Mr. Anderson for Good Reason, the
Company shall: (i) pay Mr. Anderson the Accrued Base Salary; (ii) pay Mr.
Anderson the Accrued Reimbursable Expenses; (iii) pay Mr. Anderson the Accrued
Benefits; (iv) pay Mr. Anderson the Accrued Bonus; (v) pay Mr. Anderson the base
salary, as and when it would have been paid had the termination not occurred,
for a period of six months following the termination date; (vi) maintain in
effect, until the first to occur of (a) his attainment of comparable benefits
upon alternative employment or (b) six months following the termination date,
the employee benefits in which he was entitled to participate immediately prior
to such termination; (vii) permit Mr. Anderson to exercise all vested,
unexercised stock options in accordance with the terms of the plans and
agreements pursuant to which they were issued; and (viii) give Mr. Anderson the
Right of First Refusal.
On August 19, 1996 the Company amended the employment agreement to
include compensation pursuant to a change in control. Under the amendment, if
Mr. Anderson's employment is terminated by the Company subsequent to a Change of
Control by the Company either by the new controlling party or by the executive
for Good Reason, Mr. Anderson will receive a two-year consulting agreement at
$100,000 per year in addition to the severance pay detailed above.
PAGE 8
<PAGE>
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), requires the Company's directors and officers, and persons who
own more than 10% of the Company's equity securities, to file with the
Securities and Exchange Commission ("SEC") initial report of ownership and
reports of changes in ownership of the Company's equity securities. Officers,
directors and greater than 10% stockholders are required by SEC regulations to
provide the Company with copies of such reports furnished to the SEC. Based on
such reports and certain written representations by such persons, the Company
believes that all Section 16(a) filing requirement applicable to the Company's
officers, directors and greater than 10% stockholders were timely satisfied
during the fiscal year ended March 31, 2000.
PAGE 9
<PAGE>
PROPOSAL TWO
RATIFICATION OF APPOINTMENT OF INDEPENDENT PUBLIC ACCOUNTANTS
RATIFICATION OF APPOINTMENT OF INDEPENDENT PUBLIC ACCOUNTANTS
The Company's Board of Directors has selected, and is submitting to the
Stockholders for ratification, the appointment of Semple & Cooper, LLP to serve
as independent public accountants to audit the financial statements of the
Company for the fiscal year ending March 31, 2001 and to perform other
accounting services as may be requested by the Company. Semple & Cooper, LLP has
acted as independent public accountants for the Company since its appointment
effective March 29, 1996.
The Company does not expect that representatives of Semple & Cooper,
LLP will be present at the 2000 Annual Meeting. If present, however, they will
have the opportunity to make a statement and will be available to respond to
appropriate questions.
Although it is not required to do so, the Board of Directors has
submitted the selection of Semple & Cooper, LLP to the Stockholders for
ratification.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" PROPOSAL TWO.
PAGE 10
<PAGE>
OTHER MATTERS
The Company's Board of Directors is not aware of any other business to
be considered or acted upon at the Annual Meeting of the Stockholders other than
those described above. If other business requiring a vote of the Stockholders is
properly presented at the meeting, proxies will be voted in accordance with the
judgement on such matters of the person or persons acting as proxies. If any
matter not appropriate for action at the Annual Meeting is presented, the holder
of the proxies will vote against consideration thereof or action thereon.
STOCKHOLDER PROPOSALS
The Company welcomes comments or suggestions from its Stockholders. If
a Stockholder desires to have a proposal formally considered at the 2001 Annual
Meeting of Stockholders, and evaluated by the Board for possible inclusion in
the Proxy Statement for that meeting, the proposal (which must comply with the
requirements of Rule 14a-8 promulgated under the Exchange Act) must be received
in writing by the Secretary of the Company at the address set forth on the first
page hereof on or before March 16, 2001. If a Stockholder desires to have a
proposal formally considered at such meeting, but outside the process of Rule
14a-8, the proposal must be received in writing by the Secretary of the Company
at the address set forth on the first page hereof on or before May 25, 2001.
ANNUAL REPORT
The Company' Annual Report to Stockholders and the Annual Report on
Form 10-KSB, with audited financial statements, accompanies this Proxy Statement
and was mailed this date to all Stockholders of record as of the Record Date.
The Company will furnish to any Stockholder submitting a request a copy of any
exhibit to the Annual Report on Form 10-KSB. The fee for furnishing a copy of
any exhibit will be 25 cents per page plus $3.00 for postage and handling.
Please direct any and all such requests to Investor Relations, 444 West
Fairmont, Tempe, Arizona 85282.
PAGE 11
<PAGE>
E-1
PROXY
RECONDITIONED SYSTEMS, INC.
444 WEST FAIRMONT
TEMPE, AZ 85282
ANNUAL MEETING OF SHAREHOLDERS - AUGUST 11, 2000 - 8:00 A.M.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Scott W. Ryan and Dirk D. Anderson as proxies,
with the power to appoint their substitutes, and hereby authorizes them to
represent and to vote, as designated below, all the Common Shares of
Reconditioned Systems, Inc. held of record by the undersigned on July 12, 2000
at the Annual Meeting of Shareholders to be held on Friday, August 11, 2000 or
at any adjournment thereof.
1. ELECTION OF DIRECTORS
[ ]FOR all nominees listed below (except as marked to the contrary
below)
[ ] WITHHOLD AUTHORITY to vote for all nominees listed below:
INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL
NOMINEE, STRIKE A LINE THROUGH THE NOMINEE'S NAME IN
THE LIST BELOW.)
Scott W. Ryan Dirk D. Anderson Frank Hart
2. PROPOSAL TO RATIFY THE APPOINTMENT OF SEMPLE & COOPER, LLP AS THE
INDEPENDENT PUBLIC ACCOUNTANTS OF THE COMPANY FOR THE FISCAL YEAR
ENDING MARCH 31, 2001.
[ ]FOR [ ] AGAINST [ ] ABSTAIN
3. In their discretion, the proxies are authorized, to the extent permitted by
the rules of the Securities and Exchange Commission, to vote upon such
other business as may properly come before the meeting or any adjournment.
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
IN FAVOR OF ALL NOMINEES LISTED FOR ELECTION AS DIRECTORS; FOR PROPOSAL 2; AND
IN ACCORDANCE WITH THE PROXIES' BEST JUDGMENT UPON OTHER MATTERS PROPERLY COMING
BEFORE THE MEETING AND ANY ADJOURNMENTS THEREOF.
Please sign exactly as your name appears below. When
shares are held by joint tenants, executor,
administrator, trustee or guardian, please give full
title as such. If a corporation, please sign in full
corporate name by President or other authorized
officer. If a partnership, please sign in
partnership name by authorized person.
Date _______________________________
Signature ___________________________
Signature, if held jointly _______________
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY IN THE ENCLOSED
ENVELOPE.
