June --, 2000
Dear Fellow Captec Net Lease Realty Shareholder:
If you have not been following the recent developments about
Captec Net Lease Realty, Inc. ("Captec"), here is a synopsis.
[Insert Chart of Captec's Stock Price Since Inception]
In November 1997, hopeful investors paid $18 per share to
purchase Captec stock in an IPO. At that time, Captec's managers
were granted long-term options to purchase hundreds of thousands
of shares at that same price in order to "reinforce long-term
goals by providing the proper nexus between the interests of
management and [Captec's] shareholders." By mid-December 1999,
Captec's stock price had fallen to about $10 per share and the
chances of profiting anytime soon from their options looked
pretty slim. What could our managers do to salvage their dreams
of getting rich from Captec? The answer came on December 20,
1999, when they dropped a bombshell on shareholders by announcing
a plan to merge Captec with Captec Financial Group (CFG) and
Captec Net Lease Realty Advisors, two private companies they
controlled, abandon Captec's tax-advantaged REIT status and slash
the quarterly dividend to shareholders from $0.38 to $0.11.
Albert T. Adams, a director who headed the "independent"
committee responsible for the plan tried to generate enthusiasm
for the seemingly incestuous transactions. "This is the right
strategy and direction for the company," he confidently
announced. Investors promptly pummeled Captec's stock price,
knocking it down almost 30% that day! As one shareholder put it,
"I got Captec'd."
As details of the merger became known, shareholder
resentment of management began to mount. In fact, a number of
Captec shareholders accused management of self-dealing, alleging
that the proposed merger was designed to benefit Captec's
managers at the expense of its public shareholders. For example,
one angry Captec shareholder said this about management's plan:
It's hard for me to be civil when I see so many people being
hurt financially by management's self-serving interests. . .
. [CAPTEC]'s plan causes us to suffer. If you were a retiree
with 10,000 shares you now have to reduce your standard of
living by more than $10,000 yearly... that hurts! If
management wanted to change the company and bail themselves
out of their other business, they could have made [an] LBO
at say $12.00 and provided shareholders with the funds to
invest elsewhere in REITs that serve our income needs. That
would have been the honorable thing to do, not use your
position to screw everyone for your own benefit. . . . What
management is intentionally doing here is one of the most
uncivil things I've seen in my 30 years [of investing]. I
[have] seen managements make many major mistakes that
literally ruined companies but what management is trying to
do here is immoral. I don't know how they could possibly
look at their parents, grandparents and children in the
eyes. If they were my children and did such a greedy act, I
[would] be ashamed of them. . . . Shame, shame!
On April 19, 2000, management filed a lengthy
preliminary proxy statement with the SEC that disclosed numerous
conflicts on the part of our managers and their advisors related
to the merger but no safeguards to protect shareholders from
these conflicts. That same day, we also filed preliminary proxy
materials in opposition to the proposed merger and in favor of
the election of directors who would commit to explore
alternatives designed to maximize shareholder value. On May 1,
2000, we made another filing that attacked some of the conflicts
of interest and strongly opposed the merger. Three hours later,
management announced that it was canceling the merger because
"there does not appear to be overwhelming support for this
transaction." In a Dow Jones news story the following day, Ross
Martin, Captec's CFO insisted that our efforts had nothing to do
with management's decision to scrap the merger.
Whatever led management to cancel the merger, investors
responded favorably as the stock price rose some 20% in the days
following the May 1st announcement. Despite that rise, Captec's
shares are still trading at a price that is more than 30% below
net asset value. So, there is lots of room for price
improvement. At the annual meeting, Captec shareholders will
decide who they want to represent them, the incumbent directors
who have been handsomely rewarded while Captec's price declined
and who continue to face serious conflicts of interest, or
directors whose only goal is to increase the value of your stock.
Before you decide how to cast your vote, please consider these
points:
? In Captec's May 1st announcement, Patrick Beach, Captec's
CEO, stated that "while we continue to believe the plan
announced in December would maximize value for all
shareholders over the long term, [Captec] is canceling
its plan to terminate its REIT status at this time."
(emphasis added) Is management planning to try another
de-REITing plan when things simmer down? They seem to be
leaving the door open.
? In the same announcement, Mr. Beach also said, "In a
market unreceptive to REIT investment, management's goal
continues to be a differentiation between Captec's
investment properties and those of its industry." That
suggests that Mr. Beach still doesn't acknowledge that
the depressed price of Captec stock may be partially due
to a perception that management is more concerned with
its own income and perks than with maximizing
shareholder value.
? In the aforementioned Dow Jones story, Mr. Martin
"dismisses suggestions that the company's restructuring
plan was self-serving to management." Have our managers
really been sobered by the negative response from
shareholders? How will they allay concerns about self-
dealing? Most importantly, can they be trusted to
maximize shareholder value?
? Mr. Martin has flatly stated that the highest offer made
for Captec (and which was rejected) was at $12 per
share. Yet, a highly respected real estate investor
told us that he recently made an offer to Mr. Beach and
Mr. Martin for $13 per share that they rejected.
Perhaps there is some legitimate explanation but Mr.
Martin's categorical denial does raise concerns about
management's credibility and integrity.
Not surprisingly, Captec's managers continue to insist that
their objective is to increase shareholder value. As Mr. Beach
says, "Our goal has been, is and will continue to be to increase
returns to shareholders, period." Yet, it is indisputable that
Mr. Beach has interests that are not aligned with those of other
shareholders because unlike them, he derives significant income
from managing Captec and affiliates of Captec. Thus, the
question persists as to whether he will be tempted to pursue
actions to benefit himself and his associates but harm other
Captec shareholders.
We do not know for certain whether or not their intentions
have been honorable all along but we think Mr. Beach and his team
simply have too many conflicts to deal with. Thus, we believe
that until they sever their relationship with Captec, its share
price will continue to be depressed. For example, CFG, a
financially shaky Beach-controlled company to which he and his
associates have personally loaned money has borrowed more than
$11 million (representing about $1.20 per Captec share) from
Captec. It is difficult to see how Mr. Beach and his team can
lead the way to maximizing the value of Captec stock when they
have an obvious interest in not demanding repayment of that $11
million loan. In addition, two lawsuits have been filed against
the current directors alleging breaches of fiduciary duty to
shareholders. If the current directors are sincerely concerned
about maximizing shareholder value, we think the best way to
demonstrate that is to allow a new board to assume control of
Captec.
In any event, there are enough unanswered questions to
warrant an independent investigation. For example, why would
Captec acquire 60% of Family Realty, Inc., a company in which Mr.
Beach owns all of the voting stock? And, why did Mr. Beach cause
Family Realty to buy 99,273 shares of Captec stock instead of
purchasing the shares for Captec itself? We propose that an
independent investigation into the circumstances leading to the
proposed restructuring of Captec be conducted. If they have
nothing to hide, our current managers might welcome an
opportunity to clear up any doubts about their actions. However,
they say that it would be a waste of money. You can draw your
own conclusions about their motives for opposing an investigation
but keep in mind that their aborted merger cost Captec
shareholders more than $1 million. Of course, if the
investigation indicates that improprieties were committed, it may
be necessary to seek appropriate relief. In that event, only
truly independent directors will be able to effectively negotiate
with firms that advised management with respect to the aborted
merger like Prudential Securities, J. C. Bradford or Baker &
Hostetler. That is because the incumbents were responsible for
employing these firms in the first place.
We believe that many shareholders have lost confidence in
Captec's current managers and would welcome new leadership.
Consequently, at the annual meeting, we will nominate a slate of
directors who are committed to increasing the value of your
investment. Among the alternatives they will consider are the
sale of the company, an orderly liquidation, a share repurchase
program and a self-tender offer. As evidence of their commitment
to deliver a higher stock price, these nominees have agreed to
have their compensation held in escrow until the price of Captec
stock reaches $12 per share.
If our nominees are elected, you can be assured that (1)
they will work to insure that Captec's stock price will not
languish at a large discount to its liquidating value; and (2)
the interests of the managers will never be placed above the
interests of the shareholders.
In addition to this mailing, you also may receive proxy-
soliciting materials from the incumbent directors and a phone
call from a proxy-soliciting firm that they hired with your
money. They will try to convince you that the election of our
nominees is "not in your best interests." Please take that with
a large grain of salt. After all, they can't just say, "We like
our jobs and the perks that go with them and we will spend plenty
of shareholder money to keep them." All we ask is that you use
your own intelligence and common sense in deciding which nominees
you trust to represent your interests.
To conclude, If you want directors who are committed to
achieving a higher stock price you must return the GREEN proxy
card. Remember, only the last valid proxy card you submit is
counted and it supersedes any previous ones. Therefore, once you
submit a GREEN proxy card, please do not sign and submit a later
dated WHITE proxy card, as that will invalidate your vote. If
you have any questions, please call me at (914) 747-5262 or e-
mail me at [email protected].
Yours truly,
Phillip Goldstein
Portfolio Manager
PROXY STATEMENT IN OPPOSITION TO THE SOLICITATION BY THE BOARD OF
DIRECTORS OF THE CAPTEC NET LEASE REALTY, INC.
ANNUAL MEETING OF SHAREHOLDERS (To be held on August 9, 2000)
My name is Phillip Goldstein. I am the portfolio manager of
Opportunity Partners L.P., the soliciting shareholder and am an
investment manager who presently manages investment portfolios
having assets in excess of $50 million. Since December 1, 1992,
I have been the president and 50% shareholder of Kimball &
Winthrop, Inc., the general partner of Opportunity Partners which
is an owner of 165,998 shares or 1.7% of the outstanding shares
of Captec Net Lease Realty, Inc. ("the Company"). We are sending
this proxy statement and the enclosed GREEN proxy card to holders
of record on June 20, 2000 (the "Record Date") of the Company.
We are soliciting a proxy to vote your shares at the 2000 Annual
Meeting of Shareholders of the Company (the "Meeting") and at any
and all adjournments or postponements of the Meeting. Please
refer to the Company's proxy soliciting material for additional
information concerning the Meeting and the matters to be
considered by the shareholders.
This proxy statement and the enclosed GREEN proxy card are
first being sent to shareholders of the Company on or about June
--, 2000.
INTRODUCTION
There is one matter that the Company has scheduled to be
voted upon at the meeting:
1. The election of nine persons to serve as directors of the
Company.
In addition, we intend to introduce the following proposal
at the meeting.
2. It is recommended that the Board of Directors authorize an
independent investigation of the circumstances leading to the
proposed (and subsequently abandoned) restructuring of the
Company.
With respect to these matters, we are soliciting a proxy to
vote your shares FOR the election of Rajeev Das, Andrew Dakos,
Glenn Goodstein, Steven Samuels, Gerald Hellerman, Brian Appel,
Peter Brennan, John A. (Pete) Bricker, Jr. and me
to serve as directors of the Company and FOR the independent
investigation of the circumstances leading to the proposed
restructuring.
How Proxies Will Be Voted
All of the proposals scheduled by the Company to be voted on
at the meeting are included on the enclosed GREEN proxy card. If
you will not attend the meeting and you wish to vote FOR the
election of our nominees to the Board and/or FOR the independent
investigation, you may do so by completing and returning a GREEN
proxy card.
If you return a GREEN proxy card to us or to our agent, your
shares will be voted on each matter as you indicate. If you do
not indicate how your shares are to be voted on a matter, they
will be voted FOR the election of the above nominees to the Board
and FOR the independent investigation of the circumstances
leading to the proposed restructuring. If you return a GREEN
proxy card, you will be granting the persons named as proxies
discretionary authority to vote on any other matters of which
they are not now aware that may come before the meeting. These
may include, among other things, matters relating to the conduct
of the meeting.
Voting Requirements
If a quorum is not present at the meeting, or if a quorum is
present but sufficient votes to approve any of the proposals are
not received, the persons named as proxies may propose one or
more adjournments of the meeting to permit further solicitation
of proxies, consideration of matters of which we are not aware at
this time, or negotiations with the incumbent directors. The
proxies may also propose one or more adjournments for other legal
reasons not currently foreseen. If an adjournment of the meeting
is proposed, the persons named as proxies on the GREEN proxy card
will vote for or against such adjournment in their discretion.
The proxies may also temporarily decline to attend the meeting
(which we believe is permitted under state law), thereby possibly
preventing a quorum to solicit additional proxies, if the proxies
reasonably determine that management has taken or will take any
illegal action to impede the voting rights of the shareholders,
or for other legal reasons not currently foreseen. Please refer
to the Company's proxy statement for the voting requirements for
each proposal.
Revocation of Proxies
You may revoke any proxy you give to management or to us at
any
time prior to its exercise by (i) delivering a written revocation
of your proxy to the Company; (ii) executing and delivering a
later dated proxy to us or to the Company or to our respective
agents; or (iii) voting in person at the meeting. (Attendance at
the meeting will not in and of itself revoke a proxy.) There is
no limit on the number of times you may revoke your proxy prior
to the meeting. Only the latest dated, properly signed proxy
card will be counted.
Information Concerning the Soliciting Shareholder
The shareholder making this solicitation is Opportunity
Partners L.P. 60 Heritage Drive, Pleasantville, NY 10570. As
noted above, I, Phillip Goldstein am an investment manager who
presently manages investment portfolios having assets in excess
of $50 million. Since December 1, 1992, I have been the
president and 50% shareholder of Kimball & Winthrop, Inc., a
company that serves as the general partner of Opportunity
Partners. Opportunity Partners is a shareholder in the Company.
Since 1996, I have taken an active role in urging the management
of certain companies to take various actions that I believe would
benefit those companies and their shareholders.
As of June 15, 2000 Opportunity Partners owned one share of
Common Stock of the Company. I am also deemed to be the
beneficial owner of 273,996 shares of Common Stock held in
brokerage accounts by my clients (including Opportunity Partners)
and me. Combined, these personal and client holdings total
293,997 shares, representing approximately 2.9% of the Company's
outstanding Common Stock. Exhibit 1 to this proxy statement
contains a schedule showing my purchases and sales of Common
Stock within the past two years.
REASON FOR THE SOLICITATION
We are conducting this contest in order to give shareholders
an opportunity to elect directors who we feel are more committed
to increasing shareholder value than the incumbents and that do
not face the sort of conflicts of interest that the incumbent
directors do. To prove their commitment, our nominees will have
their fees held in escrow until the Company's stock price rises
to $12 per share. We also believe that an independent
investigation into the circumstances leading to the proposed (and
subsequently abandoned) restructuring of the Company is warranted
to resolve many unanswered questions.
OTHER CONSIDERATIONS
Implementation of certain extraordinary actions such as a
merger, sale or liquidation of the Company may require
shareholder approval, and no assurance can be given that such
approval will be obtained. In addition, various costs, which
would be borne indirectly by shareholders, may be associated with
such actions, including but not limited to those related to
holding a special meeting of shareholders. We believe that such
costs are far outweighed by the benefit of a higher stock price
that would result from these actions. In addition, certain
actions may have tax consequences for shareholders that cannot be
quantified at this time.
I believe that all shareholders of the Company will benefit
if any actions taken to improve shareholder value or to reduce or
eliminate the gap between the Company's stock price and its
liquidating value are successful. However, you should know that
I also have personal financial incentives to increase the
Company's stock price because my clients who hold shares of the
Company pay me fees that are based upon the realized and
unrealized gains that they earn. Thus, these fees may partially
depend on the value of the Company's shares.
ELECTION OF DIRECTORS
At the meeting, I will nominate the following persons for
election as a director for a term expiring in 2001.
Name, Address, Age
Phillip Goldstein
Age 55)
60 Heritage Drive
Pleasantville, NY
10570
Glenn Goodstein
(Age 37)
16830 Adlon Road
Encino, CA 91436
Andrew Dakos (Age
34)
14 Mill Street
Lodi, NJ 07644
Gerald Hellerman
(Age 62)
10965 Eight Bells
Lane
Columbia, MD 21044
Principal Business
Occupation(s)
Since 1992, Mr.
Goldstein has
managed
investments for a
limited number of
clients and has
served as the
portfolio manager
and president of
the general
partner of
Opportunity
Partners, a
private investment
partnership. From
1998-2000, he was
a director of
Clemente Strategic
Value Fund and was
elected a director
of Mexico Equity &
Income Fund in
February 2000 and
of The Italy Fund
in May 2000.
Since 1992, Mr.
Goodstein has
managed
investments for a
limited number of
clients. Between
1988 and 1996, Mr.
Goodstein held
several executive
positions with
Automatic Data
Processing.
Private investor.
Vice President --
Sales, UVitec
Printing Ink, Inc.
since 1997, Sales
Manager 1992-1997.
Managing director
of Hellerman
Associates, a
financial
consulting firm;
Trustee of Third
Avenue Trust since
1993; Director of
Clemente Strategic
Value Fund from
1998-2000
Rajeev Das (Age 31) Senior Analyst for Kimball &
Winthrop, Inc.,since 1997. Credit
125 Seaman Avenue Manager for Muriel Siebert &
Company from 1995-1997.
New York, NY 10034
Steven Samuels (Age 43) Principal of Samuels Chase & Co., a
licensed broker-dealer since 1995;
72 Coleytown Road Principal of Kimball & Winthrop,
Inc., General Partner of
Opportunity
Westport, CT 06880 Partners L.P. since 1992.
Brian Appel (Age 40) Managing Partner of Appel &
Associates, LLP, a law firm
specializing
1901 Avenue of the Stars, No. 525 in real estate and commercial
transactions since 1991.
Los Angeles, CA 90067
John A. (Pete) Bricker, Jr. (Age 48) Principal and co-founder
SCM Advisors, LLC (1992),
investment advisor
5330 Castlewood Road for Sandera Capital Management,
L.P.; former director General
Dallas, TX 75229 Housewares Corp.
Peter F. Brennan (Age 45) Co-founder of MidCap Investors
(1990); President of Noyes Partners
Inc.,
50 Broad Street -12th Floor a registered broker-dealer since
1998. Chair of Corporate
Governance &
New York, NY 10004 Shareholders Rights Committee of
the NY Society of Security
Analysts.
As of June 15, 2000 Mr. Das, Mr. Dakos, Mr. Goldstein, Mr.
Goodstein and Mr. Brennan beneficially owned 1,000, 4,000,
273,997, 20,000 and 7,000 shares of the Company respectively.
None of the other nominees own any shares.
Other than fees that may be payable by the Company to its
directors, none of our nominees have any arrangement or
understanding with any person with respect to any future
employment by the Company or by any affiliate of the Company.
The persons named as proxies on the enclosed GREEN proxy
card intend, in the absence of contrary instructions, to vote all
proxies they are entitled to vote IN FAVOR of the election of the
above persons, each of whom have consented to stand for election
and to serve if elected. If any nominee is unable to serve, an
event not now anticipated, the proxies will be voted for such
other person, if any, as is designated by the persons named as
proxies.
A RECOMMENDATION THAT THE BOARD OF DIRECTORS AUTHORIZE AN
INDEPENDENT INVESTIGATION INTO THE CIRCUMSTANCES LEADING TO
THE PROPOSED (AND SUBSEQUENTLY ABANDONED) RESTRUCTURING OF THE
COMPANY
Because of the allegations by a number of shareholders of
improprieties and two lawsuits by shareholders alleging
violations of fiduciary duty, we think it is desirable to conduct
an independent investigation into the circumstances leading to
the proposed merger. The cost of the investigation would be
borne by the Company.
THE SOLICITATION
I am making this solicitation on behalf of Opportunity
Partners. Persons affiliated with or employed by affiliates of
Opportunity Partners may assist me in the solicitation of
proxies. They will not receive any special compensation for
their services. Banks, brokerage houses and other custodians,
nominees and fiduciaries will be requested to forward this proxy
statement and the enclosed GREEN proxy card to the beneficial
owners of shares of Common Stock for whom they hold shares of
record. We will reimburse these organizations for their
reasonable out-of-pocket expenses.
Initially, I will personally bear all of the expenses related
to this proxy solicitation. Because I believe that the
shareholders will benefit from this solicitation, I intend to
seek reimbursement of these expenses from the Company.
Shareholders will not be asked to vote on the reimbursement of
solicitation expenses incurred by either the incumbent directors
or me. I estimate that the current managers will spend about $--
-,000 of shareholder funds and my expenses will be about $50,000.
As of June 16, 2000, my expenses have been approximately $2,500.
If the Company does not reimburse me, I may seek reimbursement
from one or more of my clients or from their affiliates.
Neither Opportunity Partners nor I have, within the past year,
been a party to any contract, arrangement or understanding with
any person with respect to any securities of the Company. In
addition, there is no arrangement or understanding involving
either myself or any affiliate that relates to future employment
by the Company or any future transaction with the Company.
ADDITIONAL PROPOSALS
We know of no business that will be presented for
consideration at the meeting other than that set forth in this
proxy statement and in the Company's proxy statement. Unless
instructed otherwise, if any other matters are properly presented
for consideration at the meeting, it is the intention of the
persons named as proxies in the enclosed GREEN proxy card to vote
in accordance with their own best judgment on such matters.
DATED: June --, 2000
EXHIBIT 1: SECURITIES OF THE COMPANY PURCHASED OR SOLD
WITHIN THE PAST TWO YEARS BY THE SOLICITING SHAREHOLDER
Except as disclosed in this proxy statement, I have not had
any interest, direct or indirect in the Company. The following
table sets forth certain information with respect to purchases
and sales of shares of Common Stock of the Company within the
past two years by me and by accounts holding shares as to which I
am deemed to be the beneficial owner (the "Accounts"). Some of
the shares are held in margin accounts, together with other
securities. Therefore, a portion of the purchase price and
market value of the shares may from time to time be represented
by margin borrowings, depending upon the net debit balances, if
any, of the margin accounts, which fluctuate daily.
Date
Bought
Date
Bought
Date
Bought
5/26/00
2600
5/25/00
13000
5/5/00
18000
4/24/00
7700
4/20/00
500
4/19/00
19300
4/18/00
22700
4/17/00
28000
4/14/00
35000
4/13/00
100
4/4/00
14000
4/3/00
2900
3/31/00
14300
3/30/00
10000
3/29/00
2800
3/28/00
5000
3/27/00
8398
3/21/00
5600
3/20/00
2400
3/17/00
4500
3/16/00
2500
3/13/00
300
3/9/00
2400
3/8/00
1500
3/7/00
6000
3/6/00
10900
3/3/00
1100
2/24/00
11100
2/23/00
2000
2/16/00
10000
2/15/00
5000
PROXY CARD
PROXY SOLICITED IN OPPOSITION TO THE BOARD OF DIRECTORS OF CAPTEC
NET LEASE REALTY, INC. BY OPPORTUNITY PARTNERS L.P. FOR THE
ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON AUGUST 9, 2000
The undersigned hereby appoints Steven Samuels, Rajeev Das,
Andrew Dakos and Phillip Goldstein, and each of them, as the
undersigned's proxies, with full power of substitution, to attend
the Annual Meeting of Shareholders of Captec Net Lease Realty,
Inc. (the "Company") to be held at ------ a.m on August 9, 2000,
at the Company's principal offices (the "Meeting"), and any
adjournment or postponement thereof, and to vote on all matters
that may come before the Meeting and any such adjournment or
postponement the number of shares that the undersigned would be
entitled to vote, with all the power the undersigned would
possess if present in person, as specified below.
(INSTRUCTIONS: Mark votes by placing an "x" in the appropriate [
].)
1. ELECTION OF NINE DIRECTORS
FOR all of the nominees listed below [ ]
WITHHOLD AUTHORITY [ ]
(except as indicated to the contrary below)
to vote for all of the nominees listed below
PHILLIP GOLDSTEIN, GLENN GOODSTEIN, ANDREW DAKOS, GERALD
HELLERMAN, RAJEEV DAS, STEVE SAMUELS, BRIAN APPEL, PETER
BRENNAN AND JOHN A. (PETE) BRICKER, JR.
To withhold authority to vote for one or more nominees,
enter the name(s) of the nominee(s) below.
____________________________________________________________
__________________
2. RECOMMENDATION THAT THE BOARD OF DIRECTORS AUTHORIZE AN
INDEPENDENT INVESTIGATION OF THE CIRCUMSTANCES LEADING TO THE
PROPOSED (AND SUBSEQUENTLY ABANDONED) RESTRUCTURING.
FOR [ ] AGAINST [ ]
ABSTAIN [ ]
3. ON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE
MEETING.
FOR [ ] AGAINST [ ]
ABSTAIN [ ]
Important - - Please sign and date below. Your shares will
be voted as directed. If no direction is made, this proxy will
be voted FOR the election of the nominees named above in Proposal
1 and FOR Proposals 2 and 3. The undersigned hereby acknowledges
receipt of the proxy statement dated June --, 2000 of Opportunity
Partners L.P. and revokes any proxy previously executed.
(Important - Please be sure to enter date.)
Please sign exactly as your name appears hereon. When shares are
held by joint tenants, both should sign. When signing as an
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 duly authorized officer.
If a partnership, please sign in partnership name by authorized
person. Please return promptly in the enclosed envelope.
SIGNATURE(S)______________________________________ Dated:
_______________
