<PAGE>
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
[X] Definitive Proxy Statement RULE 14A-6(E)(2))
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
PIMCO COMMERCIAL MORTGAGE SECURITIES TRUST, 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] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
[_] $500 per each party to the controversy pursuant to Exchange Act Rule 14a-
6(i)(3).
[_] 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:
Notes:
<PAGE>
[LOGO of PIMCO]
PIMCO COMMERCIAL MORTGAGE SECURITIES TRUST, INC.
840 NEWPORT CENTER DRIVE
NEWPORT BEACH, CALIFORNIA 92660
(800) 927-4648
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
APRIL 12, 1996
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of PIMCO
Commercial Mortgage Securities Trust, Inc. (the "Fund") will be held at the
offices of Pacific Investment Management Company ("PIMCO"), 840 Newport Center
Drive, Newport Beach, California 92660, on April 12, 1996 at 10:00 a.m.,
Pacific time, or at such adjourned time as may be necessary for the holders of
a majority of the outstanding shares of the Fund to vote (the "Meeting"), for
the following purposes:
(1) To elect members to the Board of Directors of the Fund to hold office
for the terms specified and until their successors are elected and qualify;
(2) To ratify the selection of Ernst & Young LLP as independent public
accountants of the Fund for its fiscal year ending December 31, 1996; and
(3) To transact such other business as may properly come before the
Meeting or any adjournment thereof.
The Board of Directors has fixed the close of business on March 8, 1996 as
the record date for the determination of shareholders entitled to notice of,
and to vote at, the Meeting or any adjournment thereof, and only holders of
record of shares at the close of business on that date are entitled to notice
of, and to vote at, the Meeting.
You are cordially invited to attend the Meeting. All shareholders are
requested to complete, date and sign the enclosed form of proxy and return it
promptly in the envelope provided for that purpose. The enclosed proxy is
being solicited on behalf of the Board of Directors of the Fund.
By Order of the Board of Directors,
Garlin G. Flynn
Secretary
Newport Beach, California
Dated: March 15, 1996
PLEASE RESPOND--YOUR VOTE IS IMPORTANT. WHETHER OR NOT YOU PLAN TO ATTEND
THE MEETING, PLEASE COMPLETE, SIGN AND MAIL THE PROXY IN THE MANNER PROVIDED.
IT IS IMPORTANT THAT YOU RETURN YOUR PROXY AS SOON AS POSSIBLE TO ASSURE THAT
YOUR PROXY WILL BE VOTED AND TO AVOID ANY ADDITIONAL EXPENSE TO THE FUND OF
FURTHER SOLICITATION.
<PAGE>
PROXY STATEMENT
PIMCO COMMERCIAL MORTGAGE SECURITIES TRUST, INC.
840 NEWPORT CENTER DRIVE
NEWPORT BEACH, CALIFORNIA 92660
(800) 927-4648
----------------
ANNUAL MEETING OF SHAREHOLDERS
APRIL 12, 1996
----------------
INTRODUCTION
This Proxy Statement is furnished in connection with the solicitation of
proxies on behalf of the Board of Directors of PIMCO Commercial Mortgage
Securities Trust, Inc. (the "Fund"), a Maryland corporation, to be voted at
the Annual Meeting of Shareholders of the Fund to be held at 840 Newport
Center Drive, Newport Beach, California 92660, on April 12, 1996 at 10:00
a.m., Pacific time, and at any adjournment thereof (the "Meeting"). The
approximate mailing date of this Proxy Statement is March 15, 1996. The Fund's
Annual Report for the year ended December 31, 1995, including audited
financial statements, previously has been sent to shareholders, and is
available upon request to the Fund without charge by calling the toll-free
number referenced above.
All properly executed proxies received prior to the Meeting will be voted at
the Meeting in accordance with the instructions marked thereon or otherwise as
provided therein. Unless instructions to the contrary are marked, proxies will
be voted in favor of Proposals 1 and 2. Any proxy may be revoked at any time
prior to the exercise thereof by giving written notice to the Secretary of the
Fund.
In the event that a quorum is present at the Meeting but sufficient votes to
approve any of the proposals are not received, the proxy holders may propose
one or more adjournments of the Meeting to permit further solicitation of
proxies. Any such adjournment will require the affirmative vote of a majority
of those shares represented at the Meeting in person or by proxy. If a quorum
is present, the proxy holders will vote proxies which they are entitled to
vote FOR any proposals in favor of such an adjournment, and will vote those
proxies required to be voted AGAINST a proposal to be voted on at such
adjournment, against adjournment. A shareholder vote may be taken on one or
more of the proposals in this Proxy Statement prior to any adjournment if
sufficient votes have been received for approval.
<PAGE>
The Board of Directors has fixed the close of business on March 8, 1996 as
the record date for the determination of shareholders entitled to notice of
and to vote at the Meeting (the "Record Date"). Shareholders on the Record
Date will be entitled to one vote for each share held. As of the Record Date,
the Fund had outstanding 11,007,169 shares of common stock, par value $.001
per share. As of the Record Date, The Linder Dividend Fund, Inc. 7711
Carondelet, P.O. Box 11208, St. Louis, MO 63105 held 592,300 (5.38%) shares of
common stock of the Fund.
PROPOSAL 1: ELECTION OF DIRECTORS
The Fund's Articles of Incorporation provide that the Fund's Board of
Directors shall be divided into three classes, as nearly equal in number as
possible, and shall be designated as Class I, Class II and Class III. The
initial terms of the Class II Directors expire this year. The initial terms of
the Class I and Class III Directors will expire in 1998 and 1997,
respectively, when their respective successors are elected and qualify. The
effect of these staggered terms is to limit the ability of other entities or
persons to acquire control of the Fund by delaying for up to two years the
replacement of a majority of the Board of Directors. Thomas P. Kemp and Vern
O. Curtis, Class II Directors, have been nominated for re-election by the
Board of Directors to serve another term, which would expire in 1999.
Mr. William J. Popejoy was appointed by the Board of Directors on August 22,
1995 to serve as a Class I Director; his term expires in 1998. The Board of
Directors is seeking shareholder approval of Mr. Popejoy's appointment as a
Class I Director (Messrs. Kemp, Curtis and Popejoy collectively the
"Nominees"). The Nominees have indicated an intention to serve if elected and
have consented to be named in this Proxy Statement.
It is the intention of the persons named in the enclosed proxy to vote in
favor of the election of the Nominees. The Board of Directors of the Fund
knows of no reason why any of the Nominees will be unable to serve, but in the
event of any such unavailability, the proxies received will be voted for such
substituted nominee as the Board of Directors may recommend. The Board of
Directors recommends that shareholders vote FOR the election of the Nominees
to the Fund's Board of Directors.
2
<PAGE>
The following table sets forth certain information concerning each of the
Directors of the Fund, however, only the Nominees are standing for election.
The Class I Directors are:
CLASS I (TERM EXPIRING IN 1998):
<TABLE>
<CAPTION>
SHARES OF COMMON
STOCK BENEFICIALLY
OWNED AND % OF
PRINCIPAL OCCUPATION POSITION(S) WITH TOTAL OUTSTANDING
NAME, ADDRESS AND AGE AND OTHER DIRECTORSHIPS THE FUND AT 3/8/96(1)
- --------------------- ---------------------------- --------------------- ------------------
<S> <C> <C> <C>
Guilford C. Babcock Associate Professor of Director (since 7/93) -0-
School of Business Finance, University of
Administration Southern California (1968-
University of present); Trustee, PIMCO
Southern Funds (1987-present);
California Director, AMCAP Fund (1980-
Los Angeles, CA present)
90089-1421 and Fundamental Investors
Age: 64 Fund (1991-present) of the
Capital Group; Director,
Good Hope
Medical Foundation
(1980-present).
William J. Popejoy Chairman, Western Vinyl Director (since 8/95 -0-
10036 Freeman Manufacturing (1995- and 7/93-2/95)
Avenue present); Partner, Butler
Santa Fe Springs, Popejoy Group (1992-
CA present); Trustee, PIMCO
90670 Funds (July 1993-February
Age: 57 1995 and August 1995-
present); formerly Chief
Executive Officer, Orange
County, California (February
1995 to August 1995);
Principal, Castine Partners
(1989-1992); Chief Executive
Officer, Financial
Corporation of America,
American Savings & Loan
(1984-1988).
</TABLE>
3
<PAGE>
The Class II Directors are:
CLASS II (TERM EXPIRING IN 1999):
<TABLE>
<CAPTION>
SHARES OF COMMON
STOCK BENEFICIALLY
OWNED AND % OF
PRINCIPAL OCCUPATION POSITION(S) WITH TOTAL OUTSTANDING
NAME, ADDRESS AND AGE AND OTHER DIRECTORSHIPS THE FUND AT 3/8/96(1)
- --------------------- ---------------------------- --------------------- ------------------
<S> <C> <C> <C>
Thomas P. Kemp Co-Chairman, U.S. Committee Director (since 7/93) -0-
3501 Jamboree Road, to Assist Russian Reform
Suite 300 (1992-present); Director,
Newport Beach, CA Union Financial Corp. (1991-
92660 present); Trustee, PIMCO
Age: 65 Funds (1987-present);
formerly Senior Consultant,
World Cup 1994 Organizing
Committee (1990-1994);
Senior Vice President,
Beatrice--U.S. Food
Corporation (1984-1987);
Director, Financial
Corporation of Santa Barbara
(1989-1990); Director,
Financial Corporation of
America, American Savings
and Loan (1984-1988).
Vern O. Curtis Private Investor, (1990- Director (since 2/95) 2,500
15213 N.W. present); Trustee, PIMCO (0.02%)
Francesca Drive Funds (April 1987-February
Portland, OR 1993 and February 1995-
97229 present); Director of 16
Age: 61 Real Estate Investment
Trusts affiliated with
Public Storage, Inc.;
formerly Charitable Work,
The Church of Jesus Christ
of Latter Day Saints (1992-
1995); Dean, School of
Economics and Business,
Chapman College (1988-1991);
Chairman and Chief Executive
Officer of Denny's Inc.
(1980-1987).
</TABLE>
4
<PAGE>
The Class III Director is:
CLASS III (TERM EXPIRING IN 1997):
<TABLE>
<CAPTION>
SHARES OF COMMON
STOCK BENEFICIALLY
OWNED AND % OF
PRINCIPAL OCCUPATION POSITION(S) WITH TOTAL OUTSTANDING
NAME, ADDRESS AND AGE AND OTHER DIRECTORSHIPS THE FUND AT 3/8/96(1)
- --------------------- ---------------------------- --------------------- ------------------
<S> <C> <C> <C>
Brent R. Harris* Managing Director, PIMCO Chairman of the Board 15,000
840 Newport Center (1993-present); Director, and Director (since (0.14%)
Drive, Suite 360 Harris Holdings (1992- 6/93)
Newport Beach, CA present); Director, Harris
92660 Oil Company (1992-present);
Age: 36 Chairman of the Board and
Trustee, PIMCO Funds (1992-
present); formerly
Principal, Senior Vice
President and Vice President
of PIMCO (1985-1993).
</TABLE>
- --------
(1) All shares listed in this table are owned with sole voting and investment
power, and in the aggregate represent less than 0.2% of the total shares
outstanding of common stock as of the Record Date. The Fund's Directors
and executive officers in the aggregate beneficially own less than 0.45%
of the Fund's common stock.
* "Interested person" as defined in the Investment Company Act of 1940 ("1940
Act") ("interested director"). Mr. Harris is deemed to be an interested
director by reason of his affiliations with PIMCO.
The Fund has a standing Audit Committee which reviews the scope of the
annual audit conducted by the Fund's independent auditors, the evaluation by
such accountants of the accounting procedures followed by the Fund, and
compliance by the Fund with regulations of the Securities and Exchange
Commission and the Internal Revenue Service, as well as related matters. The
Fund's Audit Committee is currently composed of Messrs. Babcock, Curtis, Kemp
and Popejoy. During the Fund's fiscal year ended December 31, 1995, the Board
of Directors held five meetings and the Audit Committee held one meeting. The
Fund has no nominating committee or other committees. Each Director then in
office attended at least 75% of the total number of meetings of the Board and
the Committee of which he was a member.
5
<PAGE>
The following table provides information concerning the compensation of each
of the incumbent Directors for services rendered to the Fund during the year
ended December 31, 1995.
<TABLE>
<CAPTION>
TOTAL COMPENSATION
FROM
AGGREGATE FUND AND FUND
COMPENSATION COMPLEX(2)
NAME FROM FUND(1) PAID TO DIRECTORS
---- ------------ ------------------
<S> <C> <C>
Guilford C. Babcock............................ $10,000 $32,500
William J. Popejoy............................. $ 4,500 $23,250
Thomas P. Kemp................................. $10,000 $32,500
Vern O. Curtis................................. $ 7,500 $30,000
</TABLE>
- --------
(1) During the fiscal year ended December 31, 1995, the Fund paid each
unaffiliated Director an annual retainer of $6,000 and $1,000 for each
regular Board of Directors or Committee meeting attended. The Fund also
reimbursed Directors for out-of-pocket expenses relating to attendance at
meetings. The aggregate amount of fees paid and expenses reimbursed to the
unaffiliated Directors for the fiscal year ended December 31, 1995 was
$32,000.
(2) Messrs. Babcock, Popejoy, Kemp, Curtis and Harris also serve as Trustees
of the PIMCO Funds, a registered, open-end management investment company.
For their services, Messrs. Babcock, Popejoy, Kemp and Curtis, the
Trustees who are unaffiliated with PIMCO or its affiliates, currently
receive an annual retainer of $20,000 plus $2,500 for each Board of
Trustees meeting attended, plus reimbursement of related expenses. For the
fiscal year ended March 31, 1996, the unaffiliated Trustees as a group
will receive reimbursement of such fees and expenses aggregating $86,250.
6
<PAGE>
The following table shows the executive officers of the Fund, other than
those shown above, their ages, positions with the Fund and principal
occupations during the past five years. The executive officers of the Fund are
elected annually by the Board of Directors.
<TABLE>
<CAPTION>
POSITION WITH PRINCIPAL OCCUPATIONS
NAME AND AGE THE FUND DURING THE PAST FIVE YEARS
------------ ------------- --------------------------
<C> <C> <S>
R. Wesley Burns President Executive Vice President, PIMCO;
Age 36 (Since 6/93) formerly Vice President, PIMCO.
William C. Powers Senior Vice President Managing Director, PIMCO; formerly
Age 38 (Since 7/93) Executive Vice President, PIMCO.
Benjamin L. Trosky Senior Vice President Managing Director, PIMCO; formerly
Age 36 (Since 7/93) Executive Vice President, PIMCO.
Dean S. Meiling Vice President Managing Director, PIMCO.
Age 47 (Since 7/93)
William F. Podlich Vice President Managing Director, PIMCO.
Age 51 (Since 7/93)
Jeffrey M. Sargent Vice President, Vice President and Manager of Client
Age 33 formerly Secretary Services, PIMCO; formerly Project
(Since 6/93) Specialist, PIMCO.
William S. Thompson Vice President Chief Executive Officer and Managing
Age 50 (Since 7/93) Director, PIMCO; formerly Managing
Director, Salomon Brothers, Inc.
Teresa A. Wagner Vice President Vice President and Manager of Fund
Age 33 (Since 8/95) Administration, PIMCO; formerly Vice
President, PIMCO Advisors
Institutional Services; Finance
Director, Pacific Financial Asset
Management Corporation.
John P. Hardaway Treasurer Vice President and Manager of Fund
Age 38 (Since 6/93) Operations, PIMCO.
Garlin G. Flynn Secretary Senior Fund Administrator, PIMCO;
Age 49 (Since 8/95) formerly Senior Mutual Fund Analyst,
PIMCO Advisors Institutional
Services; Senior Mutual Fund
Analyst, Pacific Financial Asset
Management Corporation.
Joseph D. Hattesohl Assistant Treasurer Manager of Fund Taxation, PIMCO;
Age 32 (Since 2/95) formerly Director of Financial
Reporting, Carl J. Brown & Co.; Tax
Manager, Price Waterhouse LLP.
Michael J. Willemsen Assistant Secretary Project Lead, PIMCO; formerly
Age 36 (Since 2/95) Shareholder Services Specialist,
PIMCO.
</TABLE>
7
<PAGE>
INVESTMENT MANAGER AND ADMINISTRATOR
PIMCO, 840 Newport Center Drive, Suite 360, Newport Beach, California 92660
has served as the Fund's investment manager since August 27, 1993. PIMCO also
serves as Administrator to the Fund. PIMCO is a subsidiary partnership of
PIMCO Advisors L.P. ("PIMCO Advisors"). A majority interest in PIMCO Advisors
is held by PIMCO Partners, G.P., a general partnership between Pacific
Investment Management Company, a California corporation and indirect wholly
owned subsidiary of Pacific Mutual Life Insurance Company ("Pacific Mutual"),
and PIMCO Partners, LLC, a limited liability company controlled by the PIMCO
Managing Directors.
PROPOSAL 2: SELECTION OF INDEPENDENT AUDITORS
The Board of Directors has selected Ernst & Young LLP as independent
auditors to examine the financial statements of the Fund for the fiscal year
ending December 31, 1996. Audit services performed by Ernst & Young LLP during
the most recent fiscal year included examination of the financial statements
of the Fund, review of filings with the Securities and Exchange Commission and
preparation of tax returns. The Fund knows of no direct or indirect interest
of such firm in the Fund. A representative of Ernst & Young LLP, if requested
by any shareholder, will be present at the Meeting and have the opportunity to
respond to questions from shareholders.
The Board of Directors recommends that shareholders vote FOR the
ratification of the selection of Ernst & Young LLP as independent auditors.
PROPOSAL 3: OTHER MATTERS
No business other than as set forth herein is expected to come before the
Meeting, but should any other matter requiring a vote of shareholders arise,
including any question as to an adjournment of the Meeting, the persons named
in the enclosed proxy will vote thereon according to their best judgment in
the interests of the Fund.
ADDITIONAL INFORMATION
EXPENSES
The expense of preparation, printing and mailing of the enclosed form of
proxy and accompanying Notice and Proxy Statement will be borne by the Fund.
The Fund will reimburse banks, brokers and others for their reasonable
expenses in forwarding proxy solicitation material to the beneficial owners of
the shares of the Fund. In order to obtain the necessary quorum at the
Meeting, supplementary solicitations may be made by mail, telephone, telegraph
or personal interview by officers or agents of the Fund. It is not anticipated
that the cost of such supplementary solicitations will exceed $2,000.
8
<PAGE>
QUORUM AND VOTES REQUIRED
The presence in person or by proxy of the holders of a majority of the
outstanding shares is required to constitute a quorum at the Meeting. Shares
held by shareholders present in person or represented by proxy at the Meeting
will be counted both for the purpose of determining the presence of a quorum
and for calculating the votes cast on the issues before the Meeting.
Abstentions will also be counted for quorum purposes.
Election of Directors (Proposal 1), ratification of the selection of
independent auditor (Proposal 2), and approval to transact such other business
as may properly come before the Meeting (Proposal 3), will require the
affirmative vote of the holders of a majority of the shares present or
represented by proxy at the Meeting.
Broker "non-votes" (that is, proxies from brokers or nominees indicating
that such persons have not received instructions from the beneficial owner or
other persons entitled to vote shares on a particular matter with respect to
which the brokers or nominees do not have discretionary power) will have the
same effect as abstentions in determining whether an issue has received the
requisite approval. Where the broker or nominee has no discretion to vote the
shares as to one or both proposals before the Meeting, the non-voted shares
will be excluded from the pool of shares voted on such issues. Thus,
abstentions and non-votes for purposes of Maryland law would have the same
effect as a negative vote on issues requiring the affirmative vote of a
specified portion of the Fund's outstanding shares, but will not be considered
votes cast and thus will have no effect on matters requiring approval of a
specified percentage of votes cast.
If the accompanying form of proxy is executed properly and returned, shares
represented by it will be voted at the Meeting in accordance with the
instructions on the proxy. However, if no instructions are specified, shares
will be voted FOR the election of Directors and FOR the ratification of Ernst
& Young LLP as independent auditor of the Fund for the fiscal year ending
December 31, 1996.
SHAREHOLDERS' PROPOSALS
A shareholder's proposal intended to be presented at the Fund's Annual
Meeting of Shareholders in 1997 must be received by the Fund on or before
November 30, 1996, in order to be included in the Fund's proxy statement and
form of proxy relating to that meeting.
SHAREHOLDERS WHO DO NOT EXPECT TO BE PRESENT AT THE MEETING AND WHO WISH TO
HAVE THEIR SHARES VOTED ARE REQUESTED TO DATE AND SIGN THE ENCLOSED PROXY AND
RETURN IT IN THE ENCLOSED ENVELOPE. NO POSTAGE IS REQUIRED IF MAILED IN THE
UNITED STATES.
By Order of the Board of Directors,
Garlin G. Flynn
Secretary
Dated: March 15, 1996
9
<PAGE>
PROXY
PIMCO COMMERCIAL MORTGAGE SECURITIES TRUST, INC.
ANNUAL MEETING OF SHAREHOLDERS
April 12, 1996
The undersigned hereby appoints Teresa A. Wagner and Garlin G. Flynn, and
each of them as Proxies with full power of substitution to vote and act with
respect to all shares of the PIMCO Commercial Mortgage Securities Trust, Inc.
(the "Fund") held by the undersigned at the Annual Meeting of Shareholders of
the Fund to be held at 10:00 a.m., Pacific time, on April 12, 1996, at 840
Newport Center Drive, Newport Beach, California 92660, and at any adjournment
thereof (the "Meeting"), and instructs them to vote as indicated on the matters
referred to in the Proxy Statement for the Meeting, receipt of which is hereby
acknowledged, with discretionary power to vote upon such other business as may
properly come before the Meeting.
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS OF THE FUND. The Board
of Directors recommends that you vote FOR the following proposals:
---
I. To elect the Nominees listed below to serve as members of the Fund's Board
of Directors for terms expiring as shown below, and until their successors
are elected and qualify.
William J. Popejoy - Class I (term expires 1998)
Thomas P. Kemp - Class II (term expires 1999)
Vern O. Curtis - Class II (term expires 1999)
To withhold authority to vote for an individual Nominee, print the name on
the line below.
[_] FOR ALL [_] WITHHOLD ALL [_] WITHHOLD
NOMINEE
NAMED BELOW
-------------------------------------------------------------------------
Only complete to withhold authority to vote on individual Nominee
II. To ratify the selection of Ernst & Young LLP as independent public
accountants of the Fund for its fiscal year ending December 31, 1996.
[_] FOR [_] AGAINST [_] ABSTAIN
This proxy will be voted as specified. IF NO SPECIFICATION IS MADE, THIS PROXY
WILL BE VOTED FOR THE PROPOSALS. Receipt of the Notice of Annual Meeting and
---
Proxy Statement is hereby acknowledged.
PLEASE VOTE, SIGN AND DATE THIS PROXY AND RETURN IT IN THE ENCLOSED POSTAGE-PAID
ENVELOPE.
- ------------------------------ ------------------------------- -------------
SIGNATURE SIGNATURE (JOINT OWNERS) DATE
If as attorney, executor, guardian or in some representative capacity, or as an
officer of a corporation, please add title as such.
