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
[X] Definitive Proxy Statement Only (as Permitted by Rule 14a-6(e)(2))
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to
ss.240.14a-11(c) or ss.240.14a-12
OMNI RAIL PRODUCTS, 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:
(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: None
(2) Form, Schedule or Registration Statement No.: Not Applicable
(3) Filing Party: Not Applicable
(4) Date Filed: Not Applicable
Notes
<PAGE>
OMNI RAIL PRODUCTS, INC.
975 SE Sandy Boulevard
Portland, Oregon 97214
PROXY STATEMENT AND
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD OCTOBER 11, 2000
To the shareholders of OMNI Rail Products, Inc.:
The Annual Meeting of the shareholders of OMNI Rail Products, Inc. (the
"Company") will be held at the Company offices at 975 SE Sandy Boulevard,
Portland, Oregon 97214 at 9:00 A.M. on October 11, 2000, or at any adjournment
or postponement thereof, for the following purposes:
1. To elect three directors of the Company.
2. To approve an amendment to the Company's Certificate of Incorporation
which reduces the number of authorized shares of the Company's Common
Stock to twenty million (20,000,000) shares and the number of
authorized shares of the Company's Preferred Stock to one million
(1,000,000) shares.
3. To transact such other business as may properly come before the
meeting.
Details relating to the above matters are set forth in the attached Proxy
Statement. All shareholders of record of the Company as of the close of business
on September 5, 2000 will be entitled to notice of and to vote at such meeting
or at any adjournment or postponement thereof.
ALL SHAREHOLDERS ARE CORDIALLY INVITED TO ATTEND THE MEETING. IF YOU DO NOT
PLAN TO ATTEND THE MEETING, YOU ARE URGED TO SIGN, DATE AND PROMPTLY RETURN THE
ENCLOSED PROXY. A REPLY CARD IS ENCLOSED FOR YOUR CONVENIENCE. THE GIVING OF A
PROXY WILL NOT AFFECT YOUR RIGHT TO VOTE IN PERSON IF YOU ATTEND THE MEETING.
BY ORDER OF THE BOARD OF DIRECTORS
September 8, 2000 William E. Cook
Chairman of the Board of Directors
<PAGE>
PROXY STATEMENT
OMNI RAIL PRODUCTS, INC.
975 SE Sandy Boulevard
Portland, Oregon 97214
Telephone (503) 230-8034
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD OCTOBER 11, 2000
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of OMNI Rail Products, Inc. (the "Company"), a
Delaware corporation, of $.01 par value Common Stock ("Common Stock") to be
voted at the Annual Meeting of Shareholders of the Company ("Annual Meeting") to
be held at 9:00 A.M. on October 11, 2000 or at any adjournment or postponement
thereof. The Company anticipates that this Proxy Statement and the accompanying
form of proxy will be first mailed or given to all shareholders of the Company
on or about September 8, 2000. The shares represented by all proxies that are
properly executed and submitted will be voted at the meeting in accordance with
the instructions indicated thereon. Unless otherwise directed, votes will be
cast for the election of the nominees for directors hereinafter named and for
approval of the Amendment to the Certificate of Incorporation.
Any shareholders giving a proxy may revoke it at any time before it is
exercised by delivering written notice of such revocation to the Company, by
substituting a new proxy executed at a later date, or by requesting, in person,
at the Annual Meeting, that the proxy be returned.
All of the expenses involved in preparing, assembling and mailing this
Proxy Statement and the materials enclosed herewith and all costs of soliciting
proxies will be paid by the Company. In addition to the solicitation by mail,
proxies may be solicited by officers and regular employees of the Company by
telephone, telegraph or personal interview. Such persons will receive no
compensation for their services other than their regular salaries. Arrangements
will also be made with brokerage houses and other custodians, nominees and
fiduciaries to forward solicitation materials to the beneficial owners of the
shares held of record by such persons, and the Company may reimburse such
persons for reasonable out of pocket expenses incurred by them in so doing.
VOTING SHARES AND PRINCIPAL SHAREHOLDERS
The close of business on September 5, 2000 has been fixed by the Board of
Directors of the Company as the record date (the "Record Date") for the
determination of shareholders entitled to notice of and to vote at the Annual
Meeting. On the Record Date, there were outstanding 3,185,126 shares of Common
Stock, each share of which entitles the holder thereof to one vote on each
matter which may come before the Annual Meeting. Cumulative voting for directors
is not permitted.
A majority of the issued and outstanding shares entitled to vote,
represented at the meeting in person or by proxy, constitutes a quorum at any
shareholders' meeting. Abstentions and broker non-votes are counted for purposes
of determining whether a quorum exists at the Annual Meeting but are not counted
as votes cast, and have no effect on the determination of whether a plurality
exists with respect to a given nominee for director and on the results of the
vote on the proposal to amend the Company's Certificate of Incorporation.
1
<PAGE>
Security Ownership of Certain Beneficial Owners and Management.
---------------------------------------------------------------
The following table sets forth certain information with respect to the
beneficial ownership of the Company's Common Stock as of September 5, 2000, by
(i) each person who is known by the Company to own of record or beneficially
more than 5% of the Company's Common Stock; (ii) each of the Company's directors
and officers; and (iii) all directors and officers of the Company as a group.
Except as noted, the stockholders listed in the table have sole voting and
investment powers with respect to the shares indicated.
Name and Address of Number of Percent
Beneficial Owner (1) Shares Owned of Class
-------------------- ------------ --------
William E. Cook (2) 686,973 21.3%
1413 Loniker Drive
Raleigh, NC 27615
Michael L. DeBonny 199,894 6.3%
16101 Parelius Circle
Lake Oswego, OR 97034
John E. Hart (3) 54,349 1.7%
Box 2495
Grass Valley, CA 95945
Edward S. Smith (4) 326,467 10.1%
921 SW Washington St., Ste. 762
Portland, OR 97205
Richard A. Kreitzberg (5) 915,428 28.7%
3332 El Dorado Loop South
Salem, OR 97032
Robert E. Tuzik (6) 208,325 6.2%
1732 Aspen Ct.
Lake Oswego, OR 97034
David C. Anderson (7) 75,000 2.3%
975 SE Sandy Blvd., Ste. 200
Portland, OR 97293
All officers and directors as a group 1,351,114 37.9%
(5 persons)
----------
(1) Assumes no exercise or conversion of outstanding options or other
commitments of the Company that are convertible into or exercisable for
shares of Common Stock, except that Common Stock obtainable by persons
named in the above table upon exercise of options is deemed outstanding and
beneficially owned by such persons in calculating their percentage
ownership.
(2) Includes options held by Mr. Cook to purchase 50,001 shares of Common Stock
under the Company's Incentive Stock Option Plan.
(3) Includes options held by Mr. Hart to purchase 36,668 shares under the
Company's Incentive Stock Option Plan.
2
<PAGE>
(4) Includes options held by Mr. Smith to purchase 41,642 shares of Common
Stock under the Company's Incentive Stock Option Plan.
(5) Includes shares owned by Mr. Kreitzberg's spouse. Also includes options
held by Mr. Kreitzberg to purchase 16,667 shares of Common Stock under the
Company's Incentive Stock Option Plan.
(6) Includes options held by Mr. Tuzik to purchase 180,939 shares under the
Company's Incentive Stock Option Plan.
(7) Options held by Mr. Anderson to purchase shares under the Company's
Incentive Stock Option Plan.
On February 8, 2000, Mr. Kreitzberg filed a Form 5 reporting a June, 1997,
disposition of shares to the Company pursuant to a put agreement; cancellation,
as of July, 1998, of shares held in escrow pursuant to the agreement for merger
of OMNI and the Company; reduction in the number of shares held as a result of
the reverse split of the Company's stock in February, 1999; and, five open
market acquisitions from March 18 to November 5, 1999 for a total of 25,000
shares.
ELECTION OF DIRECTORS
At the Annual Meeting, the shareholders will elect three directors of the
Company. Directors are elected by a plurality of the votes of the shareholders
present or represented by proxies at the Annual Meeting. Cumulative voting is
not permitted for the election of directors. In the absence of instructions to
the contrary, the person named in the accompanying proxy will vote in favor of
the election of each of the persons named below as the Company's nominees for
directors of the Company. All of the nominees are presently members of the Board
of Directors. Each of the nominees has consented to be named herein and to serve
if elected. It is not anticipated that any nominee will become unable or
unwilling to accept nomination or election, but if such should occur, the person
named in the proxy intends to vote for the election in his stead of such person
as the Board of Directors of the Company may recommend.
The following table sets forth certain information regarding each nominee
and each executive officer of the Company.
Officer or
Name Age Office Director Since
---- --- ------ --------------
William E. Cook 51 Chairman of the Board of November, 1998
Directors and Director
Edward S. Smith 81 Director May, 1997
John E. Hart 61 Director and Secretary May, 1997
Robert E. Tuzik 49 President and Chief May, 1997
Operating Officer
David C. Anderson 47 Chief Financial Officer July, 2000
3
<PAGE>
Directors hold office for a period of one year from their election at the
annual meeting of stockholders and until their successors are duly elected and
qualified. Officers of the Company are elected by, and serve at the discretion
of, the Board of Directors. None of the above individuals has any family
relationship with any other. Directors not employed by the Company receive a
$2,500 quarterly retainer, $500 each for attending Board of Directors' meetings
and are reimbursed for out-of-pocket expenses.
Background
----------
The following is a summary of the business experience of each executive
officer and director of the Company for at least the last five years:
William E. Cook served as restructuring consultant and interim Chief
Executive Officer of the Company from March 31, 1998 through November 1998, when
he accepted a seat on the board of directors and the chairmanship of the board.
Mr. Cook, through his company Riptide Holdings, Inc., was hired by the Company
to assist with the restructuring and turnaround of the Company. Mr. Cook has
been President of Riptide for four years. For the four years prior to that Mr.
Cook was President, CEO, a director and board chairman of DDL Electronics, Inc.,
a New York Stock Exchange company with printed circuit board and electronic
contract assembly manufacturer operations in the United States and Europe. Prior
to that, Mr. Cook was a partner with TBM Associates, a venture capital firm
based in Boston, Massachusetts. Prior to that, Mr. Cook was President and CEO of
Signal Technology, Inc., an RF and microwave products company he co-founded as
CEO in 1981. Mr. Cook acts as a consultant to and/or serves on the boards of
several private companies. From June of 1999 through March 2000, Mr. Cook served
as a director and chairman of Uniax Corporation, a developer of polymer
electronic display technologies, primarily for wireless device markets. Uniax
was sold to E.I. Du Pont De Nemours and Company in March 2000. Since August,
1999, Mr. Cook has served on the board of directors of Sparta, Inc., a reporting
company which performs a wide range of scientific, engineering and technical
assistance services as a contractor for the U.S. military services and other
agencies of the Department of Defense. Mr. Cook has both undergraduate and
graduate degrees in Engineering from North Carolina State University and a
Masters degree in Business Administration from the MIT Sloan School of
Management.
Edward S. Smith has been a director of the Company since closing of the
merger with OMNI on April 30, 1997. He had been a director of OMNI from 1994 to
the closing of the merger. Mr. Smith is President/Owner of Ted Smith & Company.
He is the former chairman and CEO of Omark Industries, Inc., an international
manufacturer of cutting chain for chain saws, hydraulic log loaders and sporting
ammunition. His business activity during the last five years has been
concentrated on private investing and board memberships. He served on the board
of directors of Georgia Gulf Corporation from May 1985 until his retirement from
the board in May, 2000. Currently he serves on the board of directors of Expert
Systems Publishing Company.
John E. Hart has been a director of the Company since closing of the merger
with OMNI on April 30, 1997. Prior to the merger, he had been general counsel to
CMD since October 1993 and its Secretary and Treasurer since June, 1994. From
1985 to 1994 he was engaged in the private practice of law. He resumed his law
practice in May, 1997. Mr. Hart holds a J.D. degree from the University of
Southern California and a BA degree from the University of Redlands.
4
<PAGE>
Robert E. Tuzik has been President and Chief Operating Officer of the
Company since October 1998. Prior to that Mr. Tuzik was Vice President - Sales
and Marketing of the Company since closing of the merger with OMNI on April 30,
1997. He had been Vice President - Sales and Marketing of OMNI from 1996 to the
closing of the merger. From 1995 to 1996 he owned and operated Talus Associates,
specializing in railway marketing and media relations. From 1989 to 1995 he was
editor of Railway Track and Structures and engineering editor of Railway Age,
the preeminent railway industry trade publications. Prior to that he worked for
12 years in a variety of operating positions from switchman to supervisor of
operations for the Santa Fe Railway. Mr. Tuzik holds a BA in English and MS in
Journalism from the University of Illinois at Chicago and Northwestern
University.
Effective July 19, 2000, David C. Anderson was appointed Vice President
Finance and Treasurer of the Company. Mr. Anderson has more than sixteen years
experience in management of manufacturing companies in various capacities,
including Chief Financial Officer, Chief Operating Officer and Chief Executive
Officer. Since August 1999, he had been Chief Executive Officer of Workstation
Technologies, Inc., a remanufacturer and value added reseller of Sun
Microsystems equipment and software, managing a work-out situation. Prior to
that, Mr. Anderson served for a year as Chief Financial Officer and Chief
Operating Officer of Fulfillment Plus, Inc., a provider of fulfillment,
telemarketing and e-commerce media services to telephone companies. For two and
one-half years prior to that, Mr. Anderson was Chief Financial Officer of
Century Electronics Manufacturing, Inc., a $125M high volume electronic
component contract manufacturer. During 1991 to 1995, Mr. Anderson was Vice
President and General Manager of AJ Electronics, Inc. (a subsidiary of DDL
Electronics, NYSE) a $27M electronic component contract manufacturer with 150
employees. Mr. Anderson holds a BS degree in Business from the University of
Rhode Island.
Executive Compensation
----------------------
The following table sets forth remuneration paid to certain executive
officers for the fiscal years ended April 30, 2000, 1999 and 1998, respectively:
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
Long-Term
Annual Compensation Compensation
----------------------------------------- ---------------------------------
Other Securities
Year Annual Underlying
Ended Compen- Options LTIP All other
Name and Principal Position April 30 Salary Bonus sation SARs Payments Comp.
--------------------------- -------- ------ ----- ------ ---- -------- -----
<S> <C> <C> <C> <C> <C> <C> <C>
William E. Cook 2000 0 0 97,500 (1) 0 0 0
Chairman 1999 0 0 141,728 (2) 33,334 0 0
1998 0 0 30,000 0 0 0
Robert E. Tuzik 2000 110,000 28,000 (3) 0 50,000 0 0
President and COO 1999 95,940 15,000 (3) 0 50,000 0 0
Michael L. DeBonny (4) 1999 0 0 0 0 0 125,000
President and COO 1998 150,000 0 0 0 0 0
</TABLE>
5
<PAGE>
(1) Includes $30,000 consulting fees accrued to be paid during fiscal 2001
at Mr. Cook's request.
(2) Represents consulting fees paid during fiscal 1999. Mr. Cook's current
contract provides for a monthly consulting fee of $7,500.
(3) Bonus earned for fiscal year actually paid during following fiscal
year.
(4) Mr. DeBonny resigned from the Company effective April 30, 1998.
Pursuant to his employment contract and the settlement agreement
reached between him and the Company, Mr. DeBonny was paid $125,000
severance during fiscal 1999.
Option Grants in Last Fiscal Year
---------------------------------
The following table sets forth, for each of the executive officers listed
in the Summary Compensation Table above, each grant of stock options during
fiscal 2000, together with related information.
<TABLE>
<CAPTION>
Name Number of Securities Percent of Total Exercise or Expiration
Underlying Options Granted to Base Price Date
Options Employees In Fiscal ($/Share)
Granted(1) Year(2)
-------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Robert E. Tuzik 25,000 15% $0.45 5/31/09
25,000 27% $0.94 10/31/09
</TABLE>
(1) Represents qualified stock options vesting over three years granted in
May and November, 1999, respectively.
(2) The indicated percentage represents the options to purchase the
Company's Common Stock granted to the named executive expressed as a
percentage of the aggregate number of options to purchase the
Company's Common Stock granted to employees of the Company in fiscal
2000.
Aggregate Option Exercises in Last Fiscal Year and Fiscal Year-End Option Values
--------------------------------------------------------------------------------
The following table sets forth, for each of the executive officers listed
in the Summary Compensation Table above, each exercise of stock options during
fiscal 2000 and the year-end value of unexercised options.
6
<PAGE>
<TABLE>
<CAPTION>
Name Shares Value Number of Securities Value of Unexercised In-the
Acquired Realized (1) Underlying Unexercised Money Options at FY-End
on Exercise Options at FY-End (2)
Exercisable/Unexercisable Exercisable/Unexercisable
------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Robert E. Tuzik 23,334 $44,918 8,325 / 76,666 $0 / $63,699
</TABLE>
(1) Excess of market price over exercise price on the date of exercise.
(2) Excess of market price at year end ($1.44) over exercise price.
PROPOSAL TO AMEND COMPANY'S CERTIFICATE OF INCORPORATION
The Company's Board of Directors recommends that the shareholders approve
the proposed Amendment to Article FOURTH of its Certificate of Incorporation,
which reduces the number of shares of stock the Company is authorized to issue.
The proposed amendment provides:
Article FOURTH A of the Certificate of Incorporation is amended to read in
its entirety as follows:
"A. The corporation may issue a total of twenty one million
(21,000,000) shares of stock, of which one million (1,000,000)
shares shall be preferred stock, $.01 par value, and twenty
million (20,000,000) shares shall be common stock, $.01 par
value."
The purpose of the proposed amendment is to reduce the Company's exposure
to Delaware franchise tax which is computed on the basis of the number of shares
authorized.
This proposal requires a majority of all outstanding shares for approval.
CERTAIN TRANSACTIONS
On July 6, 1998, Michael L. DeBonny who had served as an officer and
director of the Company entered into a Separation and Mutual Release Agreement
which resolved certain disputes and controversies between him and the Company.
Mr. DeBonny's employment was terminated and he resigned as a director both
effective April 30, 1998. In addition, Mr. DeBonny relinquished options to
purchase 618,144 shares of common stock and 63,150 shares of Series B preferred
stock and granted the directors of the Company an irrevocable proxy to vote all
shares he is entitled to vote through April 30, 2000.
In February, 1997, three OMNI directors (Messrs. DeBonny, Kreitzberg and
Smith) purchased shares in OMNI for a total of $99,617 at $3.50 per share.
Simultaneously, put agreements were executed requiring the Company to purchase
7
<PAGE>
those shares at a price equivalent to $4.00 per share 120 days following the
investment. Mr. Kreitzberg exercised his put and his shares were repurchased in
June, 1997. The put agreements with Messrs. DeBonny and Smith were extended and
the put price adjusted. In March, 1998, they agreed to defer exercise of the
puts until April 2, 1999 and to adjust the price of the put to reflect an 11%
per annum return on the investment. Effective as of June 30, 1998, in
conjunction with the FINOVA debt restructuring, Mr. Smith's put was deemed
exercised and a note was issued to him for the amount due. The note is
subordinated to the FINOVA obligations and has deferred payments on the same
terms as other unsecured creditors who were required by FINOVA to subordinate
and defer payment. Mr. DeBonny's put was cancelled as of June 30, 1998, in
conjunction with the FINOVA debt restructuring and his separation agreement. The
subordinated promissory note from the Company to Mr. DeBonny which had been used
to pay for the stock issued in the put transaction in February 1997 was
reinstated and payment was deferred on the same terms as other unsecured
creditors who were required by FINOVA to subordinate and defer payment.
In March, 1997, OMNI entered into a short-term equipment rental agreement
with one of its directors. The Company continues to rent such equipment on a
month-to-month basis.
On October 15, 1998, the directors authorized the issuance of up to
$250,000 worth of convertible subordinated notes to comply with the FINOVA debt
restructuring requirements. William E. Cook, who was restructuring consultant to
the Company and interim CEO, until joining the board of directors and becoming
Chairman of the Board on November 10, 1998, invested a total of $122,580 in
those notes. Mr. Smith invested $30,000. The notes which were secured, are
convertible into common stock at $0.1932 per share and are due October 2003 and
January 2004, with put option for payout in twelve monthly payments after the
notes' second anniversary date. The notes are subject to Subordination and
Standstill Agreements with the Company's senior lender. The notes were converted
to common stock according to their terms on August 15, 2000.
Management is of the opinion that all transactions described above between
the Company and its officers, directors or stockholders were on terms at least
as fair to the Company as had the transactions been concluded with an
unaffiliated party. All material transactions effected in the future between the
Company and its officers, directors and principal stockholders will be subject
to approval by a majority of the Company's outside directors not having an
interest in the transaction.
8
<PAGE>
OTHER BUSINESS
Management of the Company is not aware of any other matters which are to be
presented to the Annual Meeting, nor has it been advised that other persons will
present any such matters. However, if other matters properly come before the
meeting, the individual named in the accompanying proxy shall vote on such
matters in accordance with his best judgment.
The above notice and Proxy Statement are sent by order of the Board of
Directors.
William E. Cook
Chairman of the Board of Directors
September 6, 2000
9
<PAGE>
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
PROXY
FOR THE ANNUAL MEETING OF SHAREHOLDERS OF
OMNI RAIL PRODUCTS, INC.
TO BE HELD OCTOBER 11, 2000
The undersigned hereby appoints William E. Cook, Edward S. Smith or John E.
Hart as the lawful agent and Proxy of the undersigned (with all the powers the
undersigned would possess if personally present, including full power of
substitution), and hereby authorizes him to represent and to vote, as designated
below, all the shares of Common Stock of OMNI Rail Products, Inc. held of record
by the undersigned on September 5, 2000, at the Annual Meeting of Shareholders
to be held October 11, 2000, or any adjournment or postponement thereof.
1. ELECTION OF DIRECTORS
[ ] FOR the election as a director of all nominees listed below (except
as marked to the contrary below).
[ ] WITHHOLD AUTHORITY to vote for all nominees listed below:
NOMINEES: William E. Cook, John E. Hart, Edward S. Smith
INSTRUCTION: To withhold authority to vote for individual nominees, write
their names in the space provided below.
-------------------------------------------
2. To approve the amendment to the Company's Certificate of Incorporation
which reduces the number of authorized shares of the Company's Common
Stock to twenty million (20,000,000) shares and the number of
authorized shares of the Company's Preferred Stock to one million
(1,000,000) shares.
FOR ____ AGAINST ____ WITHHOLD VOTE ____
3. In his discretion, the Proxy is authorized to vote upon any matters
which may properly come before the Annual Meeting, or any adjournment or
postponement thereof.
1
<PAGE>
It is understood that when properly executed, this proxy will be voted in
the manner directed herein by the undersigned shareholder. WHERE NO CHOICE IS
SPECIFIED BY THE SHAREHOLDER THE PROXY WILL BE VOTED FOR THE ELECTION OF
DIRECTORS NAMED IN ITEM 1 ABOVE AND FOR PROPOSAL 2.
The undersigned hereby revokes all previous proxies relating to the shares
covered hereby and confirms all that said Proxy may do by virtue hereof.
Please sign exactly as name appears below. When shares are held by joint
tenants, both should sign. When signing as attorney, 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.
Dated: _________________
Signature
PLEASE MARK, SIGN, DATE AND
RETURN THE PROXY CARD
PROMPTLY USING THE ENCLOSED
ENVELOPE.
Signature, if held jointly
PLEASE CHECK THIS BOX IF YOU INTEND TO BE PRESENT AT THE ANNUAL MEETING OF
SHAREHOLDERS. _____
2
