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
(Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
[ ] Confidential, For Use of the Commission Only
(as permitted by Rule 14a-6(e)(2))
AQUA CARE SYSTEMS, INC.
(Name of Registrant as Specified in Its Charter)
AQUA CARE SYSTEMS, INC.
(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 the 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:
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the form or schedule and the date of its filing.
(1) Amount previously paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
<PAGE>
AQUA CARE SYSTEMS, INC.
11820 N.W. 37TH STREET
CORAL SPRINGS, FL 33065
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD AUGUST 14, 1998
TO THE STOCKHOLDERS OF AQUA CARE SYSTEMS, INC.
Notice is hereby given that the Annual Meeting of Stockholders of Aqua
Care Systems, Inc., a Delaware Corporation, (the "Company") will be held in the
Causeway One Room of the Embassy Suites Hotel, 1100 S.E. 17th Street Causeway,
Ft. Lauderdale, Florida 33319, on Friday, August 14, 1998, at 10:00 a.m.,
E.D.T., for the following purposes:
1. To elect five directors to serve until the next Annual
Meeting of Stockholders and until their successors are duly elected and
qualified.
2. To transact such other business as may properly come before
the Annual Meeting or any adjournment thereof.
Only stockholders of record at the close of business on July 10, 1998,
are entitled to notice of, and to vote at, the Annual Meeting and any
postponement or adjournment thereof.
IF YOU CANNOT ATTEND THE ANNUAL MEETING IN PERSON, PLEASE DATE AND
EXECUTE THE ACCOMPANYING PROXY AND RETURN IT PROMPTLY TO THE COMPANY. IF YOU
ATTEND THE ANNUAL MEETING, YOU MAY REVOKE YOUR PROXY AND VOTE IN PERSON IF YOU
DESIRE TO DO SO, BUT ATTENDANCE AT THE ANNUAL MEETING DOES NOT OF ITSELF SERVE
TO REVOKE YOUR PROXY.
Coral Springs, Florida NORMAN J. HOSKIN
July 10, 1998 Secretary
<PAGE>
AQUA CARE SYSTEMS, INC.
11820 N.W. 37TH STREET
CORAL SPRINGS, FL 33065
(954) 796-3338
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
AUGUST 14, 1998
This Proxy Statement and the accompanying Proxy Card are furnished to
the holders of common stock, par value $.001 per share, of Aqua Care Systems,
Inc. (the "Company") in connection with the solicitation of proxies by and on
behalf of the Board of Directors of the Company for use at the Annual Meeting of
Stockholders, (the "Annual Meeting"), to be held at 10:00 a.m. on Friday, August
14, 1998, at the Causeway One Room of the Embassy Suites Hotel, 1100 S.E. 17th
Street Causeway, Ft. Lauderdale, FL 33319, or any adjournment thereof. Any such
Proxy may be revoked by a stockholder at any time before it is exercised by
either giving written notice of such revocation to the Secretary of the Company
or submitting a later-dated Proxy to the Company prior to the Annual Meeting. A
stockholder attending the Annual Meeting may revoke his Proxy and vote in person
if such stockholder desires to do so, but attendance at the Annual Meeting will
not of itself revoke the Proxy.
Proxy materials will be mailed on or about July 10, 1998 to all
stockholders of record of the Company as of July 10, 1998, (the "Record Date").
Solicitation may be made by mail, telephone or telegram by the officers or
regular employees of the Company, who will receive no additional compensation
therefor. Arrangements will also be made with brokerage firms, custodians,
nominees and fiduciaries for the forwarding of proxy materials to the beneficial
owners of common stock held of record by such persons, and the Company will
reimburse such brokerage firms, custodians, nominees and fiduciaries for
reasonable out-of-pocket expenses incurred by them in connection therewith. The
entire expense of solicitation, including the cost of preparing, assembling and
mailing the proxy materials, will be borne by the Company.
The purpose of the Annual Meeting of Stockholders is to elect a Board
of Directors to serve until the next Annual Meeting of Stockholders. The Company
is not aware at this time of any other matters that will come before the Annual
Meeting. If any other matters properly come before the Annual Meeting, it is the
intention of the persons designated as proxies to vote in accordance with the
recommendation of the Board of Directors on such matters. Shares represented by
executed and unrevoked Proxies will be voted in accordance with instructions
contained therein or, in the absence of such instructions, in accordance with
the recommendations of the Board of Directors.
As to all matters that may come before the Annual Meeting, each
stockholder will be entitled to one vote for each share of Common Stock of the
Company held by such shareholder at the close of business on the Record Date.
The holders of a majority of the shares of Common Stock of the Company present
in person or by proxy and entitled to vote will constitute a quorum at the
Annual Meeting. Abstentions and broker non-votes will be counted for purposes of
determining the presence of a quorum. On the Record Date, there were 2,722,013
shares of Common Stock issued and outstanding.
The Board of Directors has designated William K. Mackey as proxy to
vote the shares of Common Stock solicited on its behalf.
- 1 -
<PAGE>
ELECTION OF DIRECTORS
NOMINEES FOR DIRECTOR
The Board of Directors currently consists of five directors. Directors
are elected to serve until the next Annual Meeting of Stockholders and until
their successors shall have been duly elected and qualified until their earlier
death, resignation or removal. Each of the nominees named below, except Vincent
LaRocca, has served as a director since the last annual meeting. The affirmative
vote of a majority of the shares of Common Stock present or represented and
entitled to vote at the Annual Meeting is required for the election of each
director. In the event any of the nominees shall be unable to serve as a
director, it is the intention of the persons designated as proxies to vote for
substitutes selected by the Board of Directors. The Board of Directors of the
Company has no reason to believe that any of the nominees named below will be
unable to serve if elected.
William K. Mackey, age 47, has served as a director of the
Company since July 1993. Mr. Mackey was elected Chairman of the Board,
President and Chief Executive Officer and Treasurer of the Company in
May 1995. From June 1993 to May 1995, he was a private investor and an
independent management consultant to several public and private
companies. From August 1989 to May 1993, Mr. Mackey served as a
director of Infonow Corporation, a publicly-held software distribution
company. From March 1991 to November 1992, Mr. Mackey served as
President and a director of Docucon, Incorporated, a publicly-held
company engaged in the document conversion business.
Norman J. Hoskin, age 63, currently serves as the Secretary
and has served as a director of the Company since June 1995. He has
acted as Chairman of Atlantic Capital Group, a venture capital company
based in Boca Raton, Florida, since 1989. Mr. Hoskin previously served
as Senior Vice President of Rentar Industries, a large transportation,
warehousing and banking conglomerate, and currently sits on the Boards
of Directors of Consolidated Technologies, Trinitech Systems, JHS
Group, Expandez Canada International Ltd./Shanghai, P.R.C. and JF
Hotels of Florida.
James P. Cefaratti, age 55, has been a director of the Company
since January 1992. He has been President and Chief Operating Officer
of Amedisys, Inc., a home health care and nursing company, since
November 1997. From January 1997 to November 1997, he was a private
investor. From June 1995 to December 1996, Mr. Cefaratti was President
of Globalvision, Inc., a provider of laser radial keratotomy. From July
1993 until June 1995, he was a private investor. He served as
President, CEO and director of Home Intensive Care, Inc., a home
infusion and dialysis company, from December 1989 to June 1993.
Vincent LaRocca, age 38, has served as a director of the
Company since May 1998 and has served as a consultant to the Company
since 1997. From 1994 through 1998 he served as a director and
consultant, and from 1995 through 1996, as Chief Operating/Financial
Officer of Comtrol Corporation, a data communications company.
Additionally, during the period from 1994 through 1995, Mr. LaRocca
represented, as its investment banker for several financings, UOL
Publishing, an industry leader in on-line, interactive distance
education. From 1989 to 1994, Mr. LaRocca was an investment banker with
D.H. Blair & Co. Inc., most recently as Senior Vice President.
Previously, Mr. LaRocca served as Manager in Arthur Andersen & Co's.
Mergers & Acquisitions Consulting Group.
- 2 -
<PAGE>
David K. Lucas, age 58, has performed sales and marketing
consulting for various entities within the water filtration and waste
water treatment industries since 1988. From 1982 to 1988, Mr. Lucas
served as the Vice President of Sales and Marketing of JWI, Inc., a
filter press equipment manufacturing company. He was employed in the
capacity of Corporate Marketing Manager of Parkson Corporation, a
manufacturer of water pollution control capital equipment products,
from 1973 to 1981. Lucas has also occupied various positions in sales
management and application engineering with Autotrol Corporation and
Allis-Chalmers from 1968 through 1973.
DIRECTOR COMPENSATION
Each director of the Company is currently remunerated at the rate of
$1,000 per month. In addition, each director is granted options under the terms
of the 1994 Outside Directors' Stock Option Plan, (the "Plan"), to purchase
2,500 shares of Common Stock on the last business day of the year preceding the
first Board of Directors meeting of each new calendar year at the then current
bid price, subsequent to serving one full calendar year as a director. Such
options are exercisable over the subsequent ten years and fully vest over a
one-year period from the date of grant. During 1997, options to purchase 35,000
shares of Common Stock were granted to outside directors at exercise prices
ranging from $1.76 to $2.60 per share. As of December 31, 1997, options to
purchase 98,750 shares at exercise prices ranging from $1.76 to $20.00 per share
were outstanding.
MANAGEMENT MATTERS
There are no arrangements nor understandings known to the Company
between any of the directors, nominees for director or the executive officer of
the Company and any other person pursuant to which any such person was elected
as a director or an executive officer, except the Employment Agreement between
the Company and William K. Mackey, described under "Executive Compensation and
Other Information -- Employment Agreement" in this Proxy Statement. There are no
family relationships between any directors, nominees for director nor the
executive officer of the Company. The Board of Directors of the Company held a
total of four meetings during 1997. All directors attended such meetings.
The Board of Directors of the Company has standing audit, nominating
and compensation committees. The Audit Committee of the Board is responsible for
reviewing all reports from the Company's auditors and monitoring internal
controls. During 1997, the Audit Committee consisted of Messrs. Hoskin,
Cefaratti and William Silvia, who resigned as a director in July 1997. The Audit
Committee held one meeting during 1997. All members attended such meeting. The
Nominating Committee, which nominates the persons the Board of Directors puts
forward each year to be elected as directors of the Company, consisted of
Messrs. Mackey and Hoskin during 1997. The Nominating Committee met twice during
1997. Both members attended both meetings. The Nominating Committee has not
established any procedure for the consideration of nominees recommended by
security holders, however, any such nominations made by a stockholder in
accordance with the Certificate of Incorporation and Bylaws of the Company and
applicable law, would be considered by the Company. The Compensation Committee,
which consisted of Messrs. Hoskin, Cefaratti and William Silvia during 1997, is
responsible for reviewing and making recommendations with respect to the
Company's compensation program. The Compensation Committee held two meetings
during 1997. All members attended such meetings.
- 3 -
<PAGE>
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 officers and directors, and persons who beneficially own more than 10%
of a registered class of the Company's equity securities to file reports of
ownership and changes in ownership with the Securities and Exchange Commission.
Officers, directors and beneficial owners of more than 10% of the Company's
Common Stock are required by Securities and Exchange Commission regulations to
furnish the Company with copies of all Section 16(a) forms that they file. Based
solely on review of the copies of such forms furnished to the Company, or
written representations that no reports on Form 5 were required, the Company
believes that all of its officers, directors and greater-than-10% beneficial
owners complied with all Section 16(a) filing requirements applicable to them
during 1997.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE COMPANY'S STOCKHOLDERS VOTE "FOR" THE
ELECTION OF ALL THE NOMINEES.
The five nominees receiving the greatest number of affirmative votes of
the shares of Common Stock represented at the Annual Meeting will be elected as
directors. Stockholders are not entitled to cumulate their votes for the
election of directors. Proxies received by the Board of Directors will be so
voted in favor of all nominees above, unless stockholders specify a contrary
choice in their proxies.
EXECUTIVE COMPENSATION AND OTHER INFORMATION
SUMMARY COMPENSATION TABLE
The following table sets forth information for the years ended December
31, 1997, 1996 and 1995, representing compensation earned by the Chief Executive
Officer of the Company as of the end of the fiscal year 1997 (the "Named
Executive Officer"), in all capacities in which he served.
<TABLE>
<CAPTION>
ANNUAL COMPENSATION LONG-TERM
- ------------------- COMPENSATION
OTHER ANNUAL OTHER NUMBER OF
NAME AND PRINCIPAL POSITIONS YEAR SALARY COMPENSATION COMPENSATION OPTIONS GRANTED
- ---------------------------- ---- ------ ------------ ------------ ---------------
<S> <C> <C> <C> <C> <C> <C>
William K. Mackey(1) 1997 $160,962 $7,200(2) -- 150,000(4)
Chairman of the Board, President and 1996 $147,250 $4,200(2) -- 12,500(4)
Chief Executive Officer and Treasurer 1995 $81,673 -- $107,379(3) 77,500(4)
</TABLE>
STOCK OPTION GRANTS IN 1997
The following table contains information concerning the grant of stock
options to the Named Executive Officer in 1997:
- 4 -
<PAGE>
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
---------------------------------------------------------------------------------------------
% OF TOTAL OPTIONS
NUMBER OF SECURITIES GRANTED TO EMPLOYEES EXERCISE PRICE EXPIRATION
NAME UNDERLYING OPTIONS GRANTED IN FISCAL YEAR PER SHARE DATE
---- -------------------------- ------------------------ --------------- ------------
<S> <C> <C> <C> <C>
William K. Mackey 25,000(4) 10.6% $1.64(4) January 24, 2007
125,000(4) 53.2% $2.36(4) August 7, 2007
</TABLE>
STOCK OPTION EXERCISES IN 1997 AND OPTION VALUES AT DECEMBER 31, 1997
The following table provides information with respect to options
exercised by the Named Executive Officer during 1997 and the number and value of
securities underlying unexercised options held by the Named Executive Officer at
December 31, 1997:
<TABLE>
<CAPTION>
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED OPTIONS IN-THE-MONEY OPTIONS
SHARES AT DECEMBER 31, 1997 AT DECEMBER 31, 1997
ACQUIRED VALUE ---------------------------------- ---------------------------
NAME ON EXERCISE REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- ----------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
William K. Mackey -- -- 108,750(4) 156,250(4) $133,250 $51,250
</TABLE>
- -----------------------------
(1) Mr. Mackey was appointed as President and Chief Executive Officer and
Treasurer by the Board of Directors in May 1995.
(2) Represents a monthly auto expense allowance of $600 commencing June
1996 through December 1997.
(3) Represents finders fees paid to Mr. Mackey by the Company during fiscal
year 1995 in connection with a series of offshore private placements
undertaken by the Company. All of these fees were paid to Mr. Mackey
prior to him becoming President and Chief Executive Officer of the
Company in May 1995.
(4) Adjusted for the one for four reverse stock split effected on February
10, 1998.
EMPLOYMENT AGREEMENT
On August 7, 1997, the Company entered into a five-year employment
agreement with William K. Mackey, Chairman of the Board, President and Chief
Executive Officer and Treasurer. The Agreement provides for an annual base
salary of $155,000, plus a bonus, if any, as determined by the Board of
Directors. The employment agreement entitles Mr. Mackey to terminate the
agreement in the event of a change of control of the Company and receive
severance payments equal to the greater of the base salary due for the remaining
term of the employment agreement or an amount equal to three times his base
salary then in effect, plus bonus. If Mr. Mackey is terminated without cause, he
is entitled to receive a severance payment equal to the greater of the remaining
base salary payments due for the remaining term of the employment agreement or
one year's base salary. If Mr. Mackey terminates the employment agreement
because of a material default by the Company, he is entitled to receive a
severance payment equal to the greater of the base salary payments due under the
remaining term of the employment agreement or three times the sum of the base
salary then in effect and his last bonus.
The above-described employment agreement contains certain
non-disclosure and non-compete provisions.
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<PAGE>
PRINCIPAL STOCKHOLDERS
The following table sets forth information as to the number of shares
of Common Stock beneficially owned as of July 10, 1998, by (i) each person who
is believed by the Company to be a beneficial owner of more than 5% of the
outstanding Common Stock of the Company; (ii) each director of the Company;
(iii) the Named Executive Officer; and (iv) all directors and executive officers
of the Company as a group. Beneficial ownership has been determined in
accordance with the rules promulgated under Section 13(d) of the Securities and
Exchange Act of 1934. All shares of Common Stock are owned both of record and
beneficially unless otherwise indicated.
<TABLE>
<CAPTION>
====================================================================================================================================
NUMBER OF PERCENTAGE OF
NAME AND ADDRESS OF BENEFICIAL OWNER(1) SHARES OWNED COMMON STOCK
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
William K. Mackey 119,833(2) 4.2%
- ------------------------------------------------------------------------------------------------------------------------------------
Norman J. Hoskin 14,000(3) *
- ------------------------------------------------------------------------------------------------------------------------------------
James P. Cefaratti 18,750(4) *
- ------------------------------------------------------------------------------------------------------------------------------------
Vincent LaRocca -- --
- ------------------------------------------------------------------------------------------------------------------------------------
David K. Lucas -- --
- ------------------------------------------------------------------------------------------------------------------------------------
Directors and executive officers as a group (five persons) 152,583(5) 5.3%
====================================================================================================================================
</TABLE>
(*) Less than 1%.
(1) The address for all of these persons is the same as the Company's.
(2) Includes options to purchase 104,583 shares of Common Stock granted by
the Company and additional options to purchase an aggregate of 12,500
shares of Common Stock granted by Kinder Investments, L.P. and Peter N.
Christos.
(3) Includes options to purchase 13,750 shares of Common Stock granted by
the Company.
(4) Includes options to purchase 18,750 shares of Common Stock granted by
the Company.
(5) Includes options to purchase 149,583 shares of Common Stock.
PROPOSALS BY STOCKHOLDERS
Any proposals by stockholders of the Company intended to be presented
at the 1998 Annual Meeting of Stockholders must be received by the Company for
inclusion in the Company's Proxy Statement and form of Proxy by December 31,
1998.
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
The firm of BDO Seidman, LLP was engaged by the Board of Directors of
the Company as independent auditor for the Company and its subsidiaries for the
fiscal year 1997 and it is expected that such firm will serve in that capacity
for the 1998 fiscal year. Management expects that a representative of BDO
Seidman, LLP will be present at the Annual Meeting to make a statement if he or
she desires to do so and to be available to answer appropriate questions posed
by stockholders.
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<PAGE>
OTHER MATTERS
As of the date of this Proxy Statement, the Board of Directors of the
Company does not know of any business which will be presented for consideration
at the Annual Meeting other than that specified herein and in the Notice of
Annual Meeting of Stockholders, but if other matters are presented, it is the
intention of the persons designated as proxies to vote in accordance with the
recommendation of the Board of Directors on such matters.
ANNUAL REPORT
A copy of the Company's 1997 Annual Report, including financial
statements as of December 31, 1997 and 1996 and for each of the two years then
ended is being mailed to all stockholders of record as of the Record Date.
A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-KSB AS FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION, WILL BE FURNISHED WITHOUT CHARGE TO ANY
STOCKHOLDER OF THE COMPANY WHOSE PROXY IS SOLICITED BY THE FOREGOING PROXY
STATEMENT, UPON THE WRITTEN REQUEST OF ANY SUCH PERSON ADDRESSED TO NORMAN J.
HOSKIN, SECRETARY, AT THE COMPANY'S ADDRESS. SUCH A REQUEST FROM A BENEFICIAL
OWNER OF THE COMPANY'S COMMON STOCK MUST CONTAIN A GOOD-FAITH REPRESENTATION BY
SUCH PERSON THAT, AS OF JULY 10, 1998, SUCH PERSON WAS A BENEFICIAL OWNER OF THE
COMPANY'S COMMON STOCK.
Please SIGN and RETURN the enclosed Proxy promptly.
By Order of the Board of Directors:
July 10, 1998 NORMAN J. HOSKIN
Secretary
- 7 -
<PAGE>
AQUA CARE SYSTEMS, INC.
ANNUAL MEETING OF STOCKHOLDERS -- AUGUST 14, 1998
THIS PROXY IS SOLICITED ON BEHALF OF
THE BOARD OF DIRECTORS
The undersigned hereby appoints WILLIAM K. MACKEY and NORMAN J. HOSKIN, and
each of them, with several powers of substitution, proxies to vote the shares of
Common Stock, par value $.001 per share, of Aqua Care Systems, Inc. which the
undersigned could vote if personally present at the Annual Meeting of
Stockholders of Aqua Care Systems, Inc. to be held in the Causeway One Room of
the Embassy Suites, 1100 S.E. 17th Street Causeway, Ft. Lauderdale, Florida
33319, on Friday, August 14, 1998, at 10:00 a.m., E.D.T., and any adjournment
thereof:
(CONTINUED AND TO BE SIGNED ON OTHER SIDE)
<PAGE>
PLEASE DATE, SIGN AND MAIL YOUR
PROXY CARD BACK AS SOON AS POSSIBLE!
ANNUAL MEETING OF STOCKHOLDERS
AQUA CARE SYSTEMS, INC.
AUGUST 14, 1998
Please Detach and Mail in the Envelope Provided
A [X] PLEASE MARK YOUR
VOTES AS IN THIS
EXAMPLE
<TABLE>
<S> <C> <C>
FOR all nominees WITHHOLD
listed at right (except AUTHORITY
as marked to the to vote for all nominees
contrary below) listed at right
1. Election of [ ] [ ] NOMINEES: William K. Mackey
Directors Norman J. Hoskin
James P. Cefaratti
INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR Vincent LaRocca
ANY INDIVIDUAL NOMINEE, MARK A LINE THROUGH THE David K. Lucas
NOMINEE'S NAME IN THE LIST AT RIGHT.
</TABLE>
2. In their discretion, to act upon any matters incidental to the foregoing
and such other business as may properly come before the Annual
Meeting or any adjournment thereof.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER
DIRECTED HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS
MADE, THIS PROXY WILL BE VOTED FOR ITEM 1 NOTED AT LEFT.
ANY STOCKHOLDER WHO WISHES TO WITHHOLD THE DISCRETIONARY AUTHORITY
REFERRED TO IN ITEM 2 ABOVE SHOULD MARK A LINE THROUGH THE ENTIRE
ITEM.
PLEASE MARK, SIGN, DATE AND RETURN PROMPTLY, USING
THE ENCLOSED ENVELOPE. NO POSTAGE IS REQUIRED.
SIGNATURE(S)_____________________ ___________________ DATED ______________1998
