<PAGE>
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
[_] Confidential, for Use of Commission Only (as permitted by Rule 14a-
6(e)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to (S) 240.14a-11(c) or (S) 240.14a-12
FRONTIER AIRLINES, INC.
------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement if other than Registrant
Payment of Filing Fee (Check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(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:
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2) Aggregate number of securities to which transaction applies:
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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:
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5) Total fee paid:
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[_] Fee paid previously with preliminary materials
[_] Check box if any part of the fee is offset as provided by Exchange act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
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2) Form, Schedule or Registration Statement No.:
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3) Filing Party:
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4) Date Filed:
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<PAGE>
FRONTIER AIRLINES, INC.
12015 E. 46TH AVENUE
DENVER, CO 80239
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
_____________________
August 5, 1996
TO THE SHAREHOLDERS OF FRONTIER AIRLINES, INC.:
An annual meeting of shareholders of Frontier Airlines, Inc., a Colorado
corporation, will be held on Friday, September 13, 1996 at 2:00 p.m. local time
at the Airport Holiday Inn, 4040 Quebec Street, Denver, Colorado for the
following purposes:
1. To consider and act upon a proposal to elect Samuel D. Addoms, Paul Stephen
Dempsey, B. LaRae Orullian, William B. McNamara and D. Dale Browning to the
Company's Board of Directors;
2. To consider and act upon an amendment to the Company's 1994 Stock Option
Plan;
3. To ratify the appointment of KPMG Peat Marwick LLP as the independent
public accountants of the Company for the year ending March 31, 1997; and
4. To transact any other business which properly comes before the meeting or
any adjournment.
All shareholders of record on the Company's transfer books as of the close
of business on August 2, 1996 are entitled to vote at the meeting. A complete
list of shareholders entitled to vote at the annual meeting will be available
for examination by any Company shareholder at 12015 E. 46th Avenue, Denver,
Colorado 80239 for purposes germane to the annual meeting, during normal
business hours from August 2, 1996 until the annual meeting.
We invite you to be present at the meeting and look forward to seeing you
there. However, if you cannot attend please read the attached proxy statement
carefully and SIGN, DATE AND PROMPTLY RETURN THE ENCLOSED PROXY CARD AUTHORIZING
REPRESENTATIVES OF THE COMPANY'S MANAGEMENT TO VOTE ON YOUR BEHALF AT THE
MEETING.
By order of the Board of Directors
FRONTIER AIRLINES, INC.
Arthur T. Voss
Secretary
<PAGE>
FRONTIER AIRLINES, INC.
12015 E. 46TH AVENUE
DENVER, CO 80239
August 5, 1996
PROXY STATEMENT
This proxy statement and accompanying proxy card support a proxy
solicitation on behalf of the Board of Directors of Frontier Airlines, Inc. (the
"Company") for use at the September 13, 1996 annual meeting of shareholders and
at any adjournment of that meeting. This proxy statement and form of proxy,
together with the Company's Annual Report on Form 10-KSB, will be sent by mail
to shareholders beginning approximately August 5, 1996.
The proxy card, when properly signed, dated and returned to the Company,
will be voted by the proxies at the annual meeting as directed. Proxy cards
returned without direction about business to be transacted at the meeting will
be voted in favor of (i) the election of Samuel D. Addoms, Paul Stephen Dempsey,
B. LaRae Orullian, William B. McNamara and D. Dale Browning to the Board of
Directors of the Company, (ii) the amendment to the Company's Stock Option Plan
and (iii) the ratification of the appointment of KPMG Peat Marwick LLP as the
independent public accountants of the Company for the Company's fiscal year
ending March 31, 1997. The proxies will use their best judgment regarding other
matters that properly come before the meeting. The Company is not aware of any
matters, other than those discussed in this proxy statement, that will be
presented at the meeting.
The Company can conduct business at the meeting only if holders of a
majority of the total outstanding shares of Common Stock entitled to vote are
present, either in person or by proxy. Abstentions will be counted in
determining whether a quorum has been reached. Broker-dealer non-votes will
also be counted for quorum purposes. Assuming a quorum exists, the affirmative
vote of a majority of the shares present and voted, excluding abstentions, is
necessary to approve each of the proposed matters to be voted on.
Under Securities and Exchange Commission rules, boxes and a designated
blank space are provided on the proxy card for shareholders to mark if they wish
either to vote "for," "against" or "abstain" on one or more the proposals.
REVOCABILITY OF PROXY
Execution of the enclosed form of proxy will not affect a shareholder's
right to attend the meeting and vote in person. Any shareholder giving a proxy
may revoke it at any time before it is exercised by attending the meeting and
voting in person by providing notice of revocation to the corporate secretary of
the Company at the address set forth above. Shareholders may vote all their
eligible shares if they are personally present at the meeting. When a
shareholder votes at the meeting, his or her vote will revoke any proxy
previously granted by the shareholder.
EXPENSE AND MANNER OF SOLICITATION
In addition to solicitation by mail, proxies may be solicited in person or
by telephone or telegram by directors and officers of the Company who will not
receive compensation for their soliciting activities. Brokers and other
nominees will solicit proxies or authorizations from beneficial owners and will
be reimbursed for their reasonable expenses of forwarding proxy material to
beneficial owners. The Company will bear all of the costs of the solicitation.
VOTING SECURITIES AND PRINCIPAL HOLDERS
As of August 2, 1996, the record date, 8,765,506 shares of the Company's no
par value Common Stock were outstanding and entitled to vote at the meeting.
Each share may cast one vote on each separate matter of business properly
brought before the meeting. Only shareholders of record at the close of
business on August 2, 1996 may vote.
The following table sets forth certain information regarding beneficial
ownership of the Company's Common Stock as of August 2, 1996, by (i) each
director of the Company, and (ii) all directors and executive officers as a
group. Unless otherwise indicated, based on information furnished by such
owners, the Company believes that the shareholders listed below
<PAGE>
have sole investment and voting power with respect to their shares. To the
knowledge of the Company, no person owns beneficially more than five percent of
the Company's outstanding Common Stock.
<TABLE>
<CAPTION>
SHARES BENEFICIALLY PERCENTAGE OF
NAME AND ADDRESS OF BENEFICIAL OWNER OWNED OWNERSHIP (1)
- -------------------------------------- -------------------- --------------
<S> <C> <C>
Samuel D. Addoms
12015 East 46th Avenue
Denver, CO 80239 256,759 (2) 2.4
Paul S. Dempsey
12015 East 46th Avenue
Denver, CO 80239 27,000 (3) *
B. LaRae Orullian
12015 East 46th Avenue
Denver, CO 80239 25,000 (3) *
William B. McNamara
12015 East 46th Avenue
Denver, CO 80239 10,000 (4) *
D. Dale Browning
12015 East 46th Avenue
Denver, CO 80239 10,000 (4) *
All directors and executive officers
as a group (12 persons) 903,105 (5) 8.6
</TABLE>
________________________________
* Less than 1%
(1) Includes shares of Common Stock issuable on exercise of Options.
(2) Includes 212,500 shares held under option, all of which are currently
exercisable, and 259 allocated ESOP shares.
(3) Includes 25,000 shares held under option, all of which are currently
exercisable.
(4) Includes 10,000 shares held under option, all of which are currently
exercisable.
(5) Includes 799,437 shares held under option by the Company's directors and
executive officers, all of which are currently exercisable, and 1,668
allocated ESOP shares.
DIRECTORS AND EXECUTIVE OFFICERS
The following table contains the name, age and position with the Company of
each executive officer and director of the Company as of July 31, 1996. Their
respective backgrounds are described following the table. Each of these
officers devotes his or her full-time efforts to the affairs of the Company.
2
<PAGE>
<TABLE>
<CAPTION>
NAME AGE POSITION
- --------------------------- --- ----------------------------------------------
<S> <C> <C>
Samuel D. Addoms 56 President, Chief Executive Officer and Chief
Financial Officer; Director
Jimmie P. Wyche 61 Executive Vice President-Operations
Jon L. Bartram 58 Vice President-Maintenance
William B. Durlin 70 Vice President-Technical Services
Jeff S. Potter 36 Vice President-Marketing
Elissa A. Potucek 39 Controller and Treasurer
Robert M. Schulman 63 Vice President-Corporate Communications
Arthur T. Voss 54 Vice President-Administration and General
Counsel; Secretary
Paul Stephen Dempsey 45 Director
B. LaRae Orullian 63 Director and Chair of the Board of Directors
William B. McNamara 64 Director
D. Dale Browning 58 Director
</TABLE>
SAMUEL D. ADDOMS is President and Chief Executive Officer and a director of
the Company, having earlier served as Executive Vice President, Treasurer and a
director of the Company during its early development in 1993 through September
1994 when he was elected to the position of President. He was elected Chief
Executive Officer effective January 1, 1995. Before commencing his involvement
in the development of the Company in 1993, he was associated with some 15 firms
for the previous ten years, either as an officer, director or consultant. These
include Gelco Corporation, Connecting Point of America and Communications World,
Inc. His 35 years of management experience include positions as President and
Vice President-Finance of Monfort of Colorado, President of the Denver National
Bank and Vice President of the Continental Illinois National Bank in Chicago.
JIMMIE P. WYCHE has been Executive Vice President-Operations of the Company
since August 1995. Prior to that he had been Vice President-Flight Operations
of the Company since its inception in February 1994. From 1989 to early 1994
Mr. Wyche was a jet captain with Skyways International, headquartered in
Houston, Texas. From 1987 to 1989, he served as Director-Flight Operations with
Ports of Call, a Denver-based charter airline. He served in various capacities
with the former Frontier Airlines, Inc. between 1961 and 1985, starting as a
pilot and then in a succession of management positions including Assistant Chief
Pilot, Chief Pilot and Vice President-Flight Operations. He has over 15,500
flying hours.
JON L. BARTRAM has been Vice President-Maintenance of the Company since
December 1994. From 1993 to 1994 he served as Vice President-Maintenance
Operations for DynAir Tech of Texas. He held a number of key maintenance
positions with Alaska Airlines between 1987 and 1993 including Director-
Production Planning and Director-Base Maintenance. He was an Air Carrier
Inspector for the Federal Aviation Administration between 1986 and 1987. Before
this, he served with the former Frontier Airlines, Inc., for 27 years (1959-
1986) in a succession of maintenance management positions including Director-
Base Maintenance and Director-Technical Services.
WILLIAM B. DURLIN has been Vice President-Technical Services of the Company
since August 1995. Prior to that he had been Vice President, Maintenance and
Engineering of the Company since February 1994. Between 1990 and 1993 he served
as a consultant to aircraft leasing companies. From 1989 to 1990 he was Vice
President-Maintenance and Engineering of Hawaiian Airlines, Inc., in Honolulu,
Hawaii. From 1987 to 1988 he was Director of Aircraft Sales for United
Airlines. He served in various capacities with the former Frontier Airlines,
Inc., from 1948 to 1986, most recently as Vice President-Aircraft Procurement
and Vice President-Engineering and Quality Control.
3
<PAGE>
JEFF S. POTTER has been Vice President-Marketing of the Company since July
1995. From 1993 to 1995 he was Regional Director of Commercial Marketing-
Pacific and Asia, for McDonnell Douglas Corporation, Long Beach, California. He
served from 1992 to 1993 as Director-Domestic Schedule Development for Northwest
Airlines in Minneapolis, Minnesota, having earlier held a succession of
marketing management positions with Continental Airlines (1988-1991), Houston,
Texas; Northwest Airlines (1986-1988), Minneapolis, Minnesota; Pacific Southwest
Airlines (1985-1986), San Diego, California; and the former Frontier Airlines
(1981-1985), Denver, Colorado.
ELISSA A. POTUCEK has been Controller/Treasurer of the Company since June
1995. From 1991 to 1995 she was Controller of Richardson Operating Company and
Richardson Production Company, an oil and gas company based in Denver, Colorado.
She served from 1990 to 1991 as Controller of Coral Companies, Inc., Denver,
Colorado, having earlier held accounting positions with US West Paging, Inc.
(1988-1989), Denver, Colorado, and KPMG Peat Marwick LLP (1985-1988), Denver,
Colorado.
ROBERT M. SCHULMAN has been Vice President-Corporate Communications of the
Company since its inception in February 1994. From 1986 to 1993 he was
President of BSI Communications, a consulting firm specializing in public
relations programs for airlines and travel agencies, while concurrently (1990-
1992) participating in the development and start-up of Reno Air, Inc., Reno
Nevada. He served with the former Frontier Airlines, Inc. from 1974 to 1986,
most recently as Senior Director-Corporate Communications. From 1972 to 1974 he
was Public Information Officer of the Air Line Pilots Association, Washington,
D.C.; from 1970 to 1972, Regional Manager-Public Relations of Eastern Airlines,
Inc., Washington, D.C.; and from 1967 to 1970, Director-Corporate Communications
of Mohawk Airlines, Inc., Utica, New York.
ARTHUR T. VOSS has been Vice President-Administration, General Counsel and
Secretary of the Company since September 1995 and Vice President, General
Counsel and Secretary of the Company since its inception in February 1994. From
1991 to present, Mr. Voss has been the Vice President-Legal of Professional Fee
Examiners, Inc. a professional fee auditing firm based in Denver, Colorado. He
was Vice President-Legal of Aeronautics Leasing, Inc., an aircraft leasing firm
based in Golden, Colorado, from 1990 to 1991. From 1986 to 1989 he served as
Vice President and General Counsel of Aspen Airways, Inc. He held various
management positions in the Legal Department of the former Frontier Airlines,
Inc. from 1971 to 1985, most recently as Associate General Counsel.
PAUL STEPHEN DEMPSEY has been a director of the Company since July 1994.
He is Professor of Law and Director of the Transportation Law Program at the
University of Denver, College of Law, Denver, Colorado, having been associated
with the institution since 1979. He served as Legal Advisor to the Chairman,
U.S. Interstate Commerce Commission, in 1981 and 1982; Attorney-Advisor to the
former Civil Aeronautics Board's Office of General Counsel, and its Bureau of
Pricing and Domestic Aviation, 1977-1979; and Attorney-Advisor to the Interstate
Commerce Commission's Office of Proceedings, Interstate Commerce, 1975-1977.
Dr. Dempsey holds the following degrees: A.B.J., J.D., University of Georgia;
LL.M., George Washington University; and D.C.L., McGill University. A Fulbright
Scholar, he has written more than 40 law review articles, scores of editorials
for the news media and six books on topics relating to air transportation.
B. LARAE ORULLIAN has been a director of the Company since July 1994 and
Chair of the Board of Directors since September 1995. She is Chair of the Board
and a director of the Women's Bank, N.A., Denver, Colorado, one of the highest
positions held by a woman in the banking industry. She is a director of
Equitable Bankshares of Colorado, Inc., a bank holding company. Additionally,
she is active in or serves on the boards of 15 organizations including positions
as National President of Girl Scouts of the U.S.A., Chair of Blue Cross/Blue
Shield of Colorado and Chair of Rocky Mountain Health Care Corporation. She
serves on the American Bankers Association Advisory Board of Education
Foundation, on the Colorado Governor's Board of Ethics and on the board of Care
USA, America's Clean Water Foundation and the Downtown Denver Improvement
Association Committees.
WILLIAM B. MCNAMARA has been a director of the Company since May 1996. A
retired 35-year airline executive specializing in financial management, he most
recently served with Continental Airlines, Inc. (1987 to 1994) as Vice
President-Finance. From 1983 to 1987 he was Staff Vice President-Finance with
New York Air, Inc. Before that he served in a succession of positions with
Trans World Airlines, Inc., for 22 years including service as Staff Vice
President-Marketing Administration.
4
<PAGE>
D. DALE BROWNING has been a director of the Company since July 1996. A
long-term bank and bank card executive, he has served since 1995 as President
and Chief Executive Office of ProCard, Inc., Golden Colorado, and from 1993 to
1995 as a Senior Consultant to Visa International. He was President and Chief
Executive Officer of the Colorado National Bank of Denver from 1986 through
1993, having concurrently served as Vice Chairman and Chief Operating Officer of
Colorado National Bankshares and as Chief Executive Officer of Rocky Mountain
BankCard System. In 1982 he founded Plus System, Inc., an international
automatic teller machine network, and served as President of that company until
1992.
MEETINGS OF THE BOARD OF DIRECTORS
The Company's Board of Directors met seven times in the fiscal year ended
March 31, 1996. All directors were present at these meetings.
COMMITTEES
The Company's Board of Directors has an Audit Committee and a Compensation
Committee. The Board of Directors does not have a Nominating Committee.
The duties of the Audit Committee are to recommend independent accountants
for selection by the Board of Directors, to review the arrangements for and
scope of the independent accountants' audit, to review the findings and
recommendations of the independent accountants concerning internal accounting
procedures and controls, to review professional services rendered by the
independent accountants in regard to the Company and its management, and to
review potential conflicts of interest between the Company and its employees.
The members of the Audit Committee, which met twice during the fiscal year
ending March 31, 1996, are Samuel D. Addoms, Paul Stephen Dempsey and B. LaRae
Orullian.
The duties of the Compensation Committee include recommending to the Board
of Directors the compensation to be provided to the executive officers of the
Company and the grant of options to eligible individuals under the Company's
stock option plan. The members of the Compensation Committee, which met once
during the fiscal year ending March 31, 1996, are Paul Stephen Dempsey and B.
LaRae Orullian.
CERTAIN TRANSACTIONS
The Company's executive officers, who have purchased shares of Common Stock
of the Company and received options to purchase additional shares of Common
Stock, may be deemed "founders" or "parents" of the Company under the Securities
Act of 1933. Transactions between the Company and its officers, directors,
employees and affiliates will be on terms no less favorable to the Company than
can be obtained from unaffiliated parties.
EXECUTIVE COMPENSATION
The following table summarizes the cash and noncash compensation awarded
to, earned by or paid to the chief executive officer of the Company in the
fiscal years ended March 31, 1994, 1995 and 1996.
<TABLE>
<CAPTION>
LONG-TERM
ANNUAL COMPENSATION COMPENSATION
------------------------------------------ --------------
OTHER ANNUAL
COMPENSATION STOCK OPTIONS
NAME AND PRINCIPAL POSITION YEAR SALARY($) BONUS($) ($) GRANTED (#)(1)
- ----------------------------- ---- --------- -------- ------------ --------------
<S> <C> <C> <C> <C> <C>
Samuel D. Addoms, 1996 $48,229 N/A ----- 0
Chief Executive Officer 1995 $53,260 N/A ----- 0
1994 $ 2,500 N/A ----- 212,500
- -----------
</TABLE>
(1) The incentive stock options were granted effective April 16, 1994.
See "--Option Plan" below.
5
<PAGE>
DIRECTOR COMPENSATION
Since inception of the Company in February 1994 directors have served without
cash compensation. For the Company's fiscal year beginning April 1, 1996 and
ending March 31, 1997, the Company has agreed to pay each director who is not a
Company employee $5,000 for serving in that capacity. Directors who are also
employees of the Company will receive no additional compensation for serving as
directors. The Company reimburses all of its directors for travel and out-of-
pocket expenses in connection with their attendance at meetings of the Board of
Directors. Two of the Company's outside directors each hold nonqualified options
to purchase 25,000 shares of Common Stock at prices ranging between $1.00 and
$7.75 per share under the Company's 1994 Stock Option Plan. Two other of the
Company's outside directors each hold nonqualified options to purchase 10,000
shares of Common Stock under the Company's 1994 Stock Option Plan at prices per
share of $7.75 and $9.00, respectively.
OPTION PLAN
For a discussion of the Company's Stock Option Plan, see "PROPOSAL 2.
AMENDMENT TO THE 1994 STOCK OPTION PLAN" set forth below.
EMPLOYEE STOCK OWNERSHIP PLAN
The Company has established an Employee Stock Ownership Plan ("ESOP") which
inures to the benefit of each permanent employee of the Company, except those
employees covered by a collective bargaining agreement that does not provide for
participation in the ESOP. Company contributions to the ESOP are discretionary
and vary from year to year. In order for an employee to receive an allocation of
Company Common Stock from the ESOP that employee must be employed on the last
day of the Company's fiscal year, with certain exceptions. The Company's annual
contribution to the ESOP, if any, will be allocated among the eligible employees
of the Company as of the end of each plan year in proportion to the relative
compensation (as defined in the ESOP) earned that plan year by each of the
eligible employees. The ESOP does not provide for contributions by participating
employees. Employees will vest in contributions made to the ESOP based upon
their years of service with Frontier. A year of service is a fiscal year of the
Company during which an employee has at least 1,000 hours of service. Vesting
generally occurs at the rate of 20% per year, beginning after the first year of
service, so that a participating employee will be fully vested after five years
of service. Distributions from the ESOP will not be made to employees during
employment. However, upon termination of employment with the Company, each
employee will be entitled to receive the vested portion of his or her account
balance.
The initial Company contribution to the ESOP was made on June 22, 1995 and
consisted of 137,340 shares of Common Stock, of which 27,468 shares relate to
the plan year ended March 31, 1995 and 109,872 shares relate to the period from
April 1, 1995 to December 31, 1995. The Company recognized compensation expense
during the year ended March 31, 1996 of $721,000 related to its contribution to
the ESOP.
PROPOSAL 1
ELECTION OF THE BOARD OF DIRECTORS
The Board of Directors of the Company has nominated Samuel D. Addoms, Paul
Stephen Dempsey, B. LaRae Orullian, William B. McNamara and D. Dale Browning,
all members of the existing Board of Directors, for election to the Board of
Directors. Each of these nominees was elected to the Board of Directors at the
Company's 1995 Annual Meeting of Shareholders, with the exception of Messrs.
McNamara and Browning, who were appointed by the Board of Directors in May and
July, 1996, respectively.
A proposal to elect Samuel D. Addoms, Paul Stephen Dempsey, B. LaRae
Orullian, William B. McNamara and D. Dale Browning to the Board of Directors of
the Company will be presented to the shareholders at the annual meeting.
THE COMPANY'S BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE
SHAREHOLDERS VOTE FOR THE ELECTION OF SAMUEL D. ADDOMS, PAUL STEPHEN DEMPSEY, B.
LARAE ORULLIAN, WILLIAM B. MCNAMARA AND D. DALE BROWNING TO THE COMPANY'S BOARD
OF DIRECTORS.
6
<PAGE>
PROPOSAL 2
AMENDMENT TO THE 1994 STOCK OPTION PLAN
The Board of Directors adopted a Stock Option Plan (the "Plan") in March
1994, which was subsequently approved by the Company's shareholders. Under the
Plan, the Company has reserved an aggregate of 1,750,000 shares of Common Stock
for issuance pursuant to the exercise of options. Options may be granted to key
employees of the Company, including directors who are also employees of the
Company, and to outside directors. There are currently approximately 14
individuals who qualify as key employees of the Company. At July 26, 1996, the
closing price of the Company's Common Stock as listed on the Nasdaq SmallCap
Market was $7.00 per share. As of May 14, 1996, all of the options currently
authorized under the Plan had been granted.
The following table sets forth certain information regarding options
exercised by the Chief Executive Officer of the Company during the fiscal year
ended March 31, 1996 and the value of options held by that officer at the end of
fiscal 1996. There were no options granted under the Plan to the Chief
Executive Officer of the Company during the fiscal year ended March 31, 1996.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR END OPTION
--------------------------------------------------------------------------
VALUES
------
<TABLE>
<CAPTION>
NUMBER OF SECURITIES
UNDERLYING VALUE OF UNEXERCISED
UNEXERCISED OPTIONS IN-THE-MONEY OPTIONS
SHARES ACQUIRED VALUE AT MARCH 31, 1996 AT MARCH 31, 1996
NAME ON EXERCISE (#) REALIZED ($) (#)(1) (1)(2)
- ---------------- --------------- ------------ --------------------- --------------------
<S> <C> <C> <C> <C>
Samuel D. Addoms None N/A 212,500 $1,487,500
</TABLE>
________________________________
(1) The options are currently exercisable in full.
(2) Based on the closing bid price of the Common Stock on the Nasdaq SmallCap
Market of $7.00 per share on March 29, 1996.
* * *
The Plan is administered by a committee which is composed of disinterested
members of the Board of Directors (the "Committee"). Subject to the terms of
the Plan, the Committee determines the persons to whom awards are granted, the
type of award granted, the number of shares granted, the vesting schedule, and
the term of each option (not to exceed ten years).
Under the Plan, the Company may grant both incentive stock options
("incentive stock options") intended to qualify under Section 422 of the
Internal Revenue Code of 1986, as amended (the "Code"), and options which are
not qualified as incentive stock options ("nonqualified stock options").
Incentive stock options must be granted at an exercise price equal to or greater
than the fair market value of the Common Stock on the date of grant. The
exercise price of nonqualified stock options granted under the Plan will be
determined by the Committee on the date of grant. The exercise price of
incentive stock options granted to holders of more than 10 percent of the Common
Stock must be at least 110 percent of the fair market value of the Common Stock
on the date of grant, and the term of these options may not exceed five years.
The Plan provides that the total number of shares covered by such plan, the
number of shares covered by each option and the exercise price per share may be
proportionately adjusted by the Board of Directors or the Committee in the event
of a stock split, reverse stock split, stock dividend or similar capital
adjustment effected without receipt of consideration by the Company.
Upon a change in control of the Company, stock options outstanding under
the Plan immediately become fully vested and exercisable. Also, in the event of
a merger or consolidation in which the Company is not the surviving corporation,
the sale of all or substantially all of the Company's assets, certain
reorganizations or the liquidation of the Company, each option granted under the
Plan may, at the election of the holder, become immediately exercisable.
7
<PAGE>
An optionee will not be required to recognize any income at the time an
incentive stock option is granted or exercised (assuming the optionee is an
employee of the Company at all times from the date of grant until three months
before the date of exercise), although the exercise may give rise to alternative
minimum tax liability for the optionee. If an optionee does not dispose of
shares acquired on exercise of an incentive stock option within the two-year
period beginning the day after the day of grant of the option or within the one-
year period beginning on the day after the day of the transfer of the shares to
the optionee, the gain (if any) on a subsequent sale (i.e., the excess of the
proceeds received over the option price) will be long-term capital gain and any
loss the optionee may sustain on such sale will be long-term capital loss. If
the optionee disposes of the shares within the two-year or one-year periods
referred to above, the disposition is a "disqualifying disposition," and the
optionee will generally recognize ordinary income taxable as compensation in the
year of the disqualifying disposition to the extent of the excess of the fair
market value of the shares on the date of exercise over the option price. The
balance, if any, will be a long-term or short-term capital gain depending,
generally, on whether the shares were held more than one year after the
incentive stock option was exercised. The Company will not be entitled to a
deduction with respect to an incentive stock option except to the extent the
optionee recognizes ordinary income with respect to a disqualifying disposition,
the Company will be entitled to a corresponding deduction, subject to general
rules relating to the reasonableness of compensation.
With respect to nonqualified stock options, there is no taxable income
recognized by the optionee as a result of the grant of such an option. However,
an optionee generally recognizes taxable income upon the exercise of a
nonqualified stock option equal to the excess of the fair market value of the
stock on the date of exercise over the option price. The Company is not
entitled to a tax deduction upon the grant of a nonqualified stock option, but
is entitled to a tax deduction upon exercise corresponding to the optionee's
taxable income.
The following table summarizes the presently outstanding options issued
under the Plan to the indicated persons as of August 2, 1996:
<TABLE>
<CAPTION>
Name or Group Number
- ------------- ------
<S> <C>
Samuel D. Addoms, Chief 212,500
Executive Officer
All current executive officers
as a group 729,437
All current directors who are not
executives officers, as a group 70,000
All employees, excluding
executive officers 208,375
Persons owning more than 5%
of outstanding options:
M.C. Lund 245,125
Samuel D. Addoms 212,500
Janice Brown 146,188
Robert M. Schulman 180,000
Don A. Love 159,375
William B. Durlin 108,000
Arthur T. Voss 98,937
Each of the five nominees
for director:
Samuel D. Addoms 212,500
Paul Stephen Dempsey 25,000
B. LaRae Orullian 25,000
</TABLE>
8
<PAGE>
<TABLE>
<CAPTION>
Name or Group Number
- ------------- ------
<S> <C>
William B. McNamara 10,000
D. Dale Browning 10,000
</TABLE>
On May 14, 1996 the Board of Directors approved an amendment to the Plan
increasing the number of options available to be granted under the Plan by
500,000 or to a total of 2,250,000 and directed that this amendment be submitted
to the shareholders for ratification. There are currently no options remaining
for grant under the Plan, and the Board of Directors believes that the
availability of options for grant under the Plan is an important factor in the
Company's ability to attract and retain key employees.
THE COMPANY'S BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE
SHAREHOLDERS VOTE FOR RATIFICATION OF THE AMENDMENT TO THE STOCK OPTION PLAN.
PROPOSAL 3
RATIFICATION OF INDEPENDENT PUBLIC ACCOUNTANTS
KPMG Peat Marwick LLP was the Company's independent public accounting firm
for the fiscal years ended March 31, 1994, 1995 and 1996 and has been appointed
by the Board of Directors to continue in that capacity for the fiscal year
ending March 31, 1997.
A proposal to ratify the appointment of KPMG Peat Marwick LLP will be
presented to the shareholders at the annual meeting. Representatives of KPMG
Peat Marwick LLP will be present at the annual meeting and will have an
opportunity to make a statement if they desire to do so and respond to
appropriate questions.
THE COMPANY'S BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE
SHAREHOLDERS VOTE FOR THE RATIFICATION OF THE APPOINTMENT OF KPMG PEAT MARWICK
LLP.
SHAREHOLDER PROPOSALS
Shareholders are entitled to submit proposals on matters appropriate for
shareholder action consistent with regulations of the Securities and Exchange
Commission and the Company's bylaws. Should a shareholder wish to have a
proposal appear in the Company's proxy statement for next year's annual meeting,
under the regulations of the Securities and Exchange Commission it must be
received by the corporate secretary at 12015 East 46th Avenue, Denver, CO 80239
on or before April 4, 1997.
OTHER BUSINESS
All items of business to be brought before the meeting are set forth in
this proxy statement. Management knows of no other business to be presented.
If other matters of business not presently known to management are properly
raised at the meeting, the proxies will vote on the matters in accordance with
their best judgment.
NOTE: SHAREHOLDERS ARE REQUESTED TO SIGN, DATE AND PROMPTLY RETURN THE ENCLOSED
PROXY CARD, USING THE ENCLOSED POSTAGE PREPAID ENVELOPE.
9
<PAGE>
Appendix to Proxy Statement
FRONTIER AIRLINES, INC.
1994 STOCK OPTION PLAN
1. Purpose.
-------
The purpose of the Frontier Airlines, Inc. 1994 Stock Option Plan (the
Plan") is to provide an incentive to certain employees and directors of Frontier
Airlines, Inc. (the Company), by granting to such employees incentive stock
options ("ISOs"), within the meaning of Section 422A of the Internal Revenue
Code of 1986, as amended (the "Code"), to acquire Common Stock, no par value of
the Company ("Stock"); and by granting to such employees and directors Options
not constituting ISOs ("NQSOs"), to acquire Stock.
2. Effective Date and Term of the Plan.
-----------------------------------
The Plan is effective March 10, 1994 (the "Effective Date"). Unless
sooner terminated, the Plan shall continue in effect from the Effective Date
until March 10, 2004 (the "Termination Date"). In no event shall an ISO or any
other Option be granted after the Termination Date. Options granted prior to
the Termination Date shall remain in effect until their exercise, surrender,
cancellation or expiration in accordance with their terms.
3. Stock Subject to the Plan.
-------------------------
(a) Subject to adjustment as provided in Section 10 below, the
aggregate number of shares of Stock ("Shares") to be delivered upon exercise of
all Options granted under the Plan shall not exceed one million, six hundred
thousand (1,600,000).
(b) If any Option granted under the Plan expires, terminates or is
cancelled without having been exercised in full, the number of shares of Stock
as to which the Option has not been exercised shall become available for further
grants under the Plan, except that if any Option is
<PAGE>
cancelled on account of the exercise of a related Option, the Shares represented
by such cancelled Option shall no longer be available for issuance under the
Plan.
(c) Upon exercise of an Option the Company may issue authorized but
unissued shares of Stock, shares of Stock held in its treasury, or both.
(d) Shares of Stock issued upon the exercise of an Option shall be
fully paid and nonassessable.
(e) Unless otherwise determined by the Committee, no fractional share
of Stock shall be issued or transferred upon exercise of an Option under the
Plan.
4. Administration of the Plan.
--------------------------
(a) Committee. The Plan shall be administered by a Committee of the
---------
Board of Directors (the "Committee"). The Committee shall initially consist of
the entire Board. However, the Board may elect at any time to provide that the
Committee shall consist of not less than two members, each of whom shall be a
Director who is a "disinterested person" within the meaning of Title 17, Code of
Federal Regulations, Section 16b-3(c)(2)(i). The Committee shall be appointed
by, and serve at the pleasure of, the Board of Directors.
(b) Authority. Subject to the specific limitations and restrictions
---------
set forth in the Plan, the Committee shall have the authority: (i) to grant ISOs
to employees whom the Committee determines are key to the success of the Company
("Key Employees"); (ii) to grant NQSOs to such employees or members of the Board
of Directors as the Committee shall select (the grantee of an ISO or NQSO being
hereinafter referred to as an "Optionee"); (iii) to make all determinations
necessary or desirable for the administration of the Plan including, within any
applicable limits specifically set out in the Plan, the number of shares of
Stock that may be purchased under an Option, the price at which an Option may be
exercisable, and the period during which an Optionee must remain in the
-2-
<PAGE>
employ of the Company or a subsidiary of the Company prior to the exercise of an
Option; (iv) to construe the respective Option agreements and the Plan; (v) to
prescribe, amend and rescind rules and regulations relating to the Plan; (vi) to
determine the terms and provisions of the respective Option agreements, which
need not be identical; (vii) to correct any defect, supply any omission or
reconcile any inconsistency in the Plan or in any Option granted under the Plan,
in a manner that the Committee deems necessary or desirable; (viii) to amend any
Option granted under the Plan, subject to the provisions of the Plan; (ix) to
grant to Optionees in exchange for their surrender of Options, new Options
containing such other terms and conditions as the Committee shall determine; and
(x) to make all other determinations in the judgment of the Committee necessary
or desirable for the administration of the Plan. Any interpretation or decision
of the Committee shall be final and conclusive. Nothing in this Section 4(b)
shall give the Committee the right to increase the total number of Shares that
may be purchased on exercise of Options (except as provided in Section 10
below), to extend the term of the Plan, or to extend the period during which an
ISO is exercisable beyond ten years from the date of grant thereof.
(c) Liability/Protection. No member of the Committee shall be liable,
--------------------
in the absence of bad faith, for any act or omission with respect to serving as
a member of the Committee. Service as a member of the Committee shall
constitute service as a member of the Board of Directors, so that members of the
Committee shall be entitled to indemnification for their service on the
Committee to the full extent provided for service as members of the Board of
Directors.
5. Option Grants.
-------------
(a) Option Agreement. The Committee shall have sole authority to
----------------
grant Options under this Plan. Each Option granted under the Plan shall be
evidenced by a stock option agreement (the "Option Agreement"). The Option
Agreement shall be subject to the terms and conditions of the
-3-
<PAGE>
Plan and may contain additional terms and conditions (which may vary from
Optionee to Optionee) not inconsistent with the Plan, as the Committee may deem
necessary or desirable. Appropriate officers of the Company are hereby
authorized to execute and deliver Option Agreements, and amendments thereto, in
the name of the Company.
(b) Option Price. The Option Price of each Share purchasable under an
------------
Option granted under the Plan shall be determined by the Committee at the time
the Option is granted, and shall be specified in the Option Agreement. The
Option Price shall not be less than (i) in the case of a grant of an ISO to a
Key Employee who, at the time of the grant, is not a Ten Percent Shareholder, as
defined below, one hundred percent (100%) of the fair market value of a share of
Stock as determined on the date the Option is granted, (ii) in the case of a
grant of an ISO to a Key Employee who, at the time of grant, owns stock
representing more than ten percent of the total combined voting power of all
classes of stock of the Company or of any subsidiary (a "Ten Percent
Stockholder"), one hundred and ten percent (110%) of the fair market value of a
Share of Stock, as determined on the date the Option is granted, or (iii) in the
case of a NQSO, the price determined by the Committee. The fair market value of
a share of Stock for purposes of determining the Option Price shall be
determined by the Committee in accordance with any reasonable method of
valuation consistent with applicable requirements of Federal tax law, including,
as applicable, the provisions of Section 422(c)(8) of the Internal Revenue Code
of 1986, as amended. The Option Price shall be subject to adjustment in
accordance with Section 10 hereof.
(c) Number of Shares of Stock. Each Option Agreement shall specify
-------------------------
the number of shares of Stock which the Optionee may purchase. The Committee
shall have the authority to allow a form of payment other than cash to the
extent consistent with applicable requirements of Federal tax law.
-4-
<PAGE>
(d) Option Term. The Committee shall determine the length of the
-----------
Option term, except that no Option term shall extend for a period greater than
ten (10) years from the date of grant.
6. Exercise of Options.
-------------------
General Rules. Subject to applicable law and the terms and conditions
-------------
of the Plan, an Option granted under the Plan shall be exercisable at such time,
or times, upon the occurrence of such event or events, for such period or
periods, in such amount or amounts, and upon the satisfaction of such terms and
conditions including, without limitation, terms and conditions relating to
notice of exercise, date the Option is deemed exercised, delivery and
transferability of shares and withholding of taxes, as the Committee shall
determine and specify in the Option Agreement. The aggregate fair market value
(determined at the time the Option is granted), of the Stock with respect to
which an ISO or ISOs granted to any Key Employee are to become exercisable for
the first time during any calendar year (under the Plan and any other plan of
the Company and its subsidiary corporations) shall not exceed One Hundred
Thousand Dollars ($100,000). The application of the limitation set forth in the
preceding sentence to any individual Option shall be determined by the Committee
subject to applicable rules and regulations under Section 422 of the Code.
However, no Option granted hereunder may provide for exercise in the form of
stock or other securities of the Company unless the Plan meets the applicable
requirements of Title 17, Code of Federal Regulations, Section 16b-3.
7. Expiration of Options.
---------------------
The unexercised portion of any Option granted under the Plan shall
automatically and without notice expire at the time of the earliest to occur of
the following:
(a) the expiration of ten years from the date on which the Option is
granted, or such shorter term as may be specified in the Option Agreement; or
-5-
<PAGE>
(b) the expiration of the period specified in the Option Agreement
following the termination of the Optionee's employment with the Company.
Anything to the contrary notwithstanding, in the case of an ISO, such Option
shall by its terms not be exercisable after the expiration of ten years (or, in
the case of a Ten Percent Stockholder, five years) from the date such Option is
granted.
8. Non-Transferability of Options.
------------------------------
(a) No Option granted under the Plan shall be transferable by an
Optionee other than by will or the laws of descent or distribution. During the
lifetime of an Optionee, an Option shall be exercisable only by the Optionee.
Except as otherwise determined by the Committee, any attempt to transfer,
assign, pledge, hypothecate, or otherwise dispose of, or to subject to
execution, attachment or similar process, any Option other than as permitted
above shall be null and void and of no effect, and shall result in the
forfeiture of all rights as to such Option.
(b) The Company may require any person to whom an Option is granted,
as a condition of exercising such Option, to give written assurances in
substance and form satisfactory to the Company to the effect that such person is
acquiring the Common Stock subject to the Option for his or her own account for
investment and not with any present intention of selling or otherwise
distributing the same, and to such other effects as the Company deems necessary
or appropriate in order to comply with applicable Federal and state securities
laws.
(c) Notwithstanding any provision of the Plan or the terms of any
Option granted pursuant to the Plan, the Company shall not be required to issue
any Shares if such issue or transfer would, in the judgment of the Committee,
constitute a violation of any state or Federal law or the rules or regulations
of any governmental regulatory body or any securities exchange. Each Option may
be subject to the requirement that if, at any time, counsel to the Company shall
determine that
-6-
<PAGE>
the listing, registration or qualification of the Shares subject to such Option
upon any securities exchange or under any state or Federal law, or the consent
or approval of any governmental or regulatory body, is necessary as a condition
of, or in connection with, the issuance or purchase of Shares thereunder, such
Option may not be exercised, in whole or in part, unless such listing,
registration, qualification, consent or approval shall have been effected or
obtained on conditions acceptable to the Board. Nothing herein shall be deemed
to require the Company to apply for or to obtain such listing, registration or
qualification.
9. No Special Rights.
-----------------
Until an Optionee has made payment of the Option Price, has paid or has
had satisfied any applicable withholding taxes, and has had issued to him a
certificate or certificates for the shares of Stock so acquired, the Optionee
shall have no rights as a stockholder of the Company with respect to the Stock.
No Option granted under the Plan shall confer upon an Optionee any right to
continued employment with the Company or its subsidiaries, nor shall it
interfere in any way with the right of the Company or its subsidiaries to
terminate an Optionee's employment at any time.
10. Adjustments for Change in Capital Structure and Special Transactions.
--------------------------------------------------------------------
(a) Recapitalization etc. In the event of a stock dividend, stock
--------------------
split or recapitalization or a corporate reorganization in which the Company is
a surviving corporation, including without limitation a merger, consolidation,
split-up or spin-off or a liquidation or distribution of securities or assets
other than cash dividends (a "Restructuring Event"), the number or kinds of
Shares subject to the Plan or to any Option previously granted, and the Option
Price, shall be adjusted by the Committee as it determines in its sole
discretion to reflect such Restructuring Event.
-7-
<PAGE>
(b) Special Transactions. In the event of a merger, consolidation or
--------------------
other form of reorganization of the Company with or into another corporation
(other than a merger, consolidation or other form of reorganization in which the
Company is the surviving corporation), a sale or transfer of all or
substantially all of the assets of the Company or a tender or exchange offer
made by any corporation, person or entity (other than an offer made by the
Company), the committee, either before or after the merger, consolidation or
other form of reorganization, may take such action as it determines in its sole
discretion with respect to the number or kinds of shares subject to the Plan or
any Option under the Plan. Such action by the Committee may include (but shall
not be limited to) the following:
(i) accelerating the full exercisability of an Option during such
period as the Committee shall prescribe following the public announcement of
such merger, consolidation, other form of reorganization, sale or transfer of
assets or tender or exchange offer;
(ii) permitting an Optionee at any time during such period as the
Committee shall prescribe in connection with such merger, consolidation, other
form of reorganization, sale or transfer of assets or tender or exchange offer,
to surrender his Option (or any portion thereof), to the Company in exchange for
a cash payment in an amount and in a manner determined by the Committee; or
(iii) requiring an Optionee, at any time in connection with such
merger, consolidation, other form of reorganization, sale or transfer of assets
or tender or exchange offer, to surrender his Option (or any portion thereof) to
the Company (A) in exchange for a cash payment as described in clause (ii)
above, or (B) in exchange for, and subject to shareholder approval of, a
substitute Option or other award issued by the corporation surviving such
merger, consolidation or other form of reorganization (or an affiliate of such
corporation), or the corporation acquiring such
-8-
<PAGE>
assets (or an affiliate of such corporation), which the Committee, in its sole
discretion, determines to have a value substantially equivalent to the value of
the Option surrendered.
11. Amendment, Suspension or Termination of the Plan.
------------------------------------------------
The Committee may, at any time, amend, suspend or terminate any and
all parts the Plan and any Option granted under the Plan in such respects as the
Committee shall deem necessary or desirable, except that no such action may be
taken which would impair the rights of any Optionee with respect to any Option
previously granted under the Plan without the Optionee's consent.
12. Governing Law.
-------------
The Plan shall be governed by the laws of the State of Colorado
without regard to the principles of conflict of laws. In case any one or more
of the provisions contained herein are for any reason deemed to be invalid,
illegal or unenforceable in any respect by a judicial body, such illegality,
invalidity or unenforceability shall not effect any other provision of this
Plan, and this Plan shall be construed as if such invalid, unenforceable or
illegal provision had never been contained herein.
13. References.
----------
In the event of an Optionee's death or a judicial determination of his
physical or mental incompetence, reference in the Plan to the Optionee shall be
deemed, where appropriate, to refer to his beneficiary or his legal
representative.
FRONTIER AIRLINES, INC.
By: /s/ M.C. LUND
----------------
Name: M.C. Lund
Title: President
-9-
<PAGE>
AMENDMENT NO. 1 TO FRONTIER AIRLINES, INC.
1994 STOCK OPTION PLAN
WHEREAS the Board of Directors of Frontier Airlines, Inc. (the "Company")
on June 16, 1994 adopted a resolution that the number of shares of Common stock
available for grant of stock options under the Company's 1994 Stock Option Plan
be increased by 150,000 to a total of 1,750,000; and,
WHEREAS the foregoing increase in the number of shares of common ,stock
available for grant of stock options was approved by vote of the Company's
shareholders at a special meeting of shareholders held on September 22, 1994.
NOW, THEREFORE, the Frontier Airlines, Inc. 1994 Stock Option Plan is
hereby amended as set forth below.
Section 3 (a) of the Frontier Airlines, Inc. 1994 Stock Option Plan is deleted
and replaced by the following:
3. Stock Subject to the Plan.
-------------------------
(a) Subject to adjustment as provided in Section 10 below, the
aggregate number of shares of Stock ("Shares") to be delivered upon exercise of
all Options granted under the Plan shall not exceed one million, seven hundred
fifty thousand (1,750,000).
Dated the 22nd day of September, 1994.
FRONTIER AIRLINES, INC.
By: /s/ SAMUEL D. ADDOMS
-------------------------------------
Name: Samuel D. Addoms
Title: President
-10-
<PAGE>
FRONTIER AIRLINES, INC.
12015 E. 46TH AVENUE
DENVER, CO 80239
This Proxy is Solicited on Behalf of the Board of Directors.
The undersigned hereby appoints Samuel D. Addoms and Arthur T. Voss as
Proxies, each with the power to appoint his substitute, and hereby authorizes
them to represent and to vote, as designated below, all the shares of common
stock of Frontier Airlines, Inc. held of record by the undersigned on August 2,
1996, at the annual meeting of shareholders to be held on September 13, 1996, or
any adjournment thereof.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" ALL NOMINEES IN ITEM 1 AND "FOR"
ITEM 2 AND ITEM 3.
Item 1 - ELECTION OF DIRECTORS
[_] FOR all nominees [_] WITHHOLD AUTHORITY for all nominees
INSTRUCTION: To withhold authority to vote for any individual nominee, strike a
line through the nominee's name in the list below.
Samuel D. Addoms Paul Stephen Dempsey B. LaRae Orullian
William B. McNamara D. Dale Browning
Item 2 - PROPOSAL TO RATIFY AMENDMENT TO THE 1994 STOCK OPTION PLAN
[_] For [_] Against [_] Abstain
Item 3 - PROPOSAL TO RATIFY THE APPOINTMENT OF KPMG Peat Marwick LLP as the
independent public accountants of the Company
[_] For [_] Against [_] Abstain
The shares represented by this proxy will be voted as directed by the
shareholder. If no direction is given when the duly executed proxy is returned,
such shares will be voted "FOR all nominees" in Item 1 and "FOR" Item 2 and Item
3.
PLEASE DATE AND SIGN ON REVERSE SIDE AND RETURN PROMPTLY IN ENCLOSED ENVELOPE.
-------------
<PAGE>
In their discretion, the Proxies are authorized to vote upon such other business
as may properly come before the meeting or any adjournment thereof. This proxy
when properly executed will be voted in the manner directed herein by the
undersigned shareholder.
Please make, sign, date and return the
proxy promptly, using the enclosed
envelope.
Date__________________________________
Signature_____________________________
Signature
if held jointly_______________________
Please sign exactly as name appears.
When shares are held by joint tenants,
both should sign. When signing as
attorney, as 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.
