<PAGE> 1
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:
[X] Preliminary Proxy Statement [ ] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to sec. 240.14a-11(c) or sec. 240.14a-12
FELCOR SUITE HOTELS, INC.
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(Name of Registrant as Specified in its Charter)
NOT APPLICABLE
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(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)(l) 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:
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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> 2
PRELIMINARY COPY
[LOGO]
FELCOR SUITE HOTELS, INC.
545 E. JOHN CARPENTER FREEWAY
SUITE 1300
IRVING, TEXAS 75062
September ___, 1997
Dear Shareholders:
You are cordially invited to attend the special meeting of
shareholders of FelCor Suite Hotels, Inc. ("Company") to be held at 9:00 a.m.
local time, October __, 1997, at the office of the Company located at 545 East
John Carpenter Freeway, Suite 1300, Irving, Texas.
At the meeting, you will be asked to approve an amendment to the
Company's Charter to increase the number of authorized shares of Common Stock
from 50 million shares to 100 million shares. Currently, there are
approximately 36.6 million shares of Common Stock issued and outstanding and
approximately 9.4 million additional shares have been reserved for issuance
under specific circumstances. The proposed increase is intended to ensure that
an adequate number of authorized shares of Common Stock will be available to
the Company, if and when needed, to enable the Company to meet its capital and
growth needs. Shareholders will also transact any other business that may
properly come before the meeting.
The Company's Board of Directors has approved the proposed amendment
to the Company's Charter to increase the number of shares of Common Stock and
recommends that you vote FOR the approval of such proposal.
The formal Notice of Annual Meeting of Shareholders and Proxy
Statement accompanying this letter provide detailed information concerning the
matters to be considered and acted upon at the meeting.
It is important that your shares be represented at the meeting,
whether or not you attend personally. I urge you to sign, date and return the
enclosed proxy in the postage-paid, addressed envelope provided at your
earliest convenience.
Thomas J. Corcoran, Jr.
President and Chief Executive Officer
<PAGE> 3
PRELIMINARY COPY
FELCOR SUITE HOTELS, INC.
545 E. JOHN CARPENTER FREEWAY
SUITE 1300
IRVING, TEXAS 75062
(972) 444-4900
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD OCTOBER __, 1997
To the Shareholders of
FelCor Suite Hotels, Inc.:
Notice is hereby given that a Special Meeting of Shareholders
("Special Meeting") of FelCor Suite Hotels, Inc., a Maryland corporation
("Company"), will be held at the office of the Company located at 545 East John
Carpenter Freeway, Suite 1300, Irving, Texas, on _________, October __, 1997,
at 9:00 a.m. local time, for the following purposes:
1. To approve an amendment to the Company's Charter to increase
the number of authorized shares of Common Stock from 50
million shares to 100 million shares; and
2. To transact such other business as may properly come before
the meeting.
It is desirable that as large a proportion as possible of the
shareholders' interests be represented at the Annual Meeting. Whether or not
you plan to be present at the meeting, you are requested to date, sign and
return the enclosed proxy, as soon as possible, in the postage-paid return
envelope provided so that your stock will be represented. The giving of such
proxy will not affect your right to vote in person, should you later decide to
attend the meeting.
Only shareholders of record at the close of business on September 8,
1997 are entitled to notice of, and to vote at, the Special Meeting or any
adjournment thereof.
By Order of the Board of Directors,
HERVEY A. FELDMAN
Chairman of the Board
Irving, Texas
September ___, 1997
<PAGE> 4
PRELIMINARY COPY
FELCOR SUITE HOTELS, INC.
545 E. JOHN CARPENTER FREEWAY, SUITE 1300
IRVING, TEXAS 75062
-------------------------------------
PROXY STATEMENT FOR
SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD OCTOBER , 1997
-------------------------------------
This Proxy Statement is furnished to shareholders of FelCor Suite
Hotels, Inc., a Maryland corporation ("Company"), in connection with the
solicitation of proxies by the Board of Directors of the Company ("Board of
Directors") for use at the Special Meeting of Shareholders to be held at 9:00
a.m., local time, on October __, 1997, at the office of the Company located at
545 East John Carpenter Freeway, Suite 1300, Irving, Texas ("Special Meeting"),
and at any adjournment or postponement thereof. By executing and returning the
enclosed proxy, you authorize the persons named therein to represent you and
vote your shares at the Special Meeting, and at any adjournments or
postponements thereof, in accordance with your instructions. Those persons may
also vote your shares to adjourn or postpone the Special Meeting from time to
time. A proxy may be revoked at any time before it is voted by voting in
person at the Special Meeting, by the execution and delivery of a revised proxy
bearing a later date, or by a written notice of revocation sent to the
Secretary of the Company at the address set forth above that is received prior
to the Special Meeting.
IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. WHETHER OR NOT YOU
EXPECT TO ATTEND THE SPECIAL MEETING IN PERSON, YOU ARE URGED TO COMPLETE, SIGN
AND RETURN THE PROXY IN THE ENCLOSED POSTAGE-PAID, ADDRESSED ENVELOPE.
This Proxy Statement is first being mailed to the Company's
shareholders on or about September ___, 1997.
RECORD DATE; OUTSTANDING CAPITAL STOCK
The record date for shareholders entitled to notice of, and to vote
at, the Special Meeting is September 8, 1997. At the close of business on that
date, the Company had issued and outstanding and entitled to receive notice of,
and to vote at, the Special Meeting 36,588,733 shares of Common Stock, $.01 par
value ("Common Stock"). No other class of securities of the Company is
entitled to notice of, or to vote at, the Special Meeting.
ACTION TO BE TAKEN AT THE SPECIAL MEETING
The accompanying proxy, unless the shareholder specifies otherwise,
will be voted:
1. FOR the proposal to amend the Company's Charter to increase
the number of authorized shares of Common Stock from 50
million shares to 100 million shares; and
2. In the discretion of the proxyholders, as to the transaction
of such other business as may properly come before the Special
Meeting.
Where shareholders have appropriately specified the manner in which
their proxies are to be voted, they will be voted in such manner. If any other
matter or business is brought before the Special Meeting, the proxyholders may
vote the proxies in their discretion. The Board of Directors is not presently
aware of any other matters or business to be brought before the Special
Meeting.
<PAGE> 5
QUORUM AND VOTING
The presence, in person or by proxy, of the holders of a majority of
the outstanding shares of Common Stock is necessary to constitute a quorum at
the Special Meeting. In deciding each matter to be voted on at the Special
Meeting, a holder is entitled to one vote, in person or by proxy, for each
share of Common Stock held in his name on the record date. With respect to the
adoption of the proposed amendment to the Charter to increase the number of
authorized shares of Common Stock ("Amendment"), under applicable law, the
Amendment must be approved by the holders of a majority of the outstanding
Common Stock. Assuming a quorum is present, votes to "abstain" and "broker
non-votes" would have the effect of negative votes on the adoption of the
Amendment.
PRINCIPAL SHAREHOLDERS
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The following table sets forth information, as of September 8, 1997,
regarding each person known to the Company to be the beneficial owner of more
than five percent (5%) of its Common Stock. Unless otherwise indicated, such
shares of Common Stock are owned directly and the indicated person has sole
voting and investment power with respect thereto.
<TABLE>
<CAPTION>
AMOUNT AND
NATURE OF
NAME AND ADDRESS BENEFICIAL PERCENT OF
OF BENEFICIAL OWNER OWNERSHIP CLASS(1)
------------------- ----------- -----------
<S> <C> <C>
Franklin Resources, Inc. . . . . . . . . . . . . . . . . . . . . 3,291,304(2) 8.6%
777 Mariners Island Blvd.
San Mateo, California 94404
FMR Corp.. . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,817,540(3) 10.4%
82 Devonshire Street
Boston, Massachusetts 02109
- ----------
</TABLE>
(1) Based upon 36,588,733 shares outstanding as of September 8, 1997.
(2) Based solely upon information contained in Schedule 13G, dated
February 12, 1997. Franklin Resources, Inc. reported that, through
its subsidiaries, it has sole voting and dispositive power with
respect to these shares. Includes 1,471,756 shares of Common Stock
issuable upon conversion of 1,898,550 shares of the Company's $1.95
Series A Cumulative Convertible Preferred Stock ("Series A Preferred
Stock").
(3) Based solely upon information contained in Schedule 13G/A, dated July
8, 1997. FMR Corp. reported that, through its subsidiaries, it had
sole dispositive power with respect to such shares and sole voting
power with respect to 541,370 of such shares. Includes 193,800 shares
of Common Stock issuable upon conversion of 250,000 shares of Series A
Preferred Stock.
SECURITY OWNERSHIP OF MANAGEMENT
The following table sets forth the beneficial ownership of the
Company's Common Stock and Series A Preferred Stock, as of August 31, 1997, by
(i) each director, (ii) each executive officer and (iii) all directors and
executive officers as a group. Unless otherwise indicated, such shares of
Common Stock and Series A Preferred Stock are owned directly and the indicated
person has sole voting and investment power.
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<TABLE>
<CAPTION>
AMOUNT AND AMOUNT AND
NATURE OF NATURE OF
BENEFICIAL PERCENT BENEFICIAL PERCENT
NAME OF OWNERSHIP OF OF OWNERSHIP OF OF
BENEFICIAL OWNER COMMON STOCK CLASS(1) PREFERRED STOCK CLASS(1)
- ---------------- ------------ -------- --------------- --------
<S> <C> <C> <C> <C>
Hervey A. Feldman . . . . . . . . 464,315 (2)(3) 1.3% 3,000 (13) (12)
Thomas J. Corcoran, Jr. . . . . . 464,415 (2)(4) 1.3% 3,000 (12)
Richard S. Ellwood . . . . . . . 4,500 (12) 0 0
Richard O. Jacobson . . . . . . . 21,200 (12) 0 0
Charles N. Mathewson . . . . . . 609,777 (5) 1.6% 90,000 (14) 1.5%
Thomas A. McChristy . . . . . . . 45,900 (6) (12) 0 0
Donald J. McNamara . . . . . . . 4,600 (12) 0 0
Lawrence D. Robinson . . . . . . 36,500 (7) (12) 0 0
William S. McCalmont . . . . . . 36,000 (8) (12) 0 0
William P. Stadler . . . . . . . 12,577 (9) (12) 0 0
Jack Eslick . . . . . . . . . . . 12,000 (10) (12) 0 0
June H. McCutchen . . . . . . . . 4,000 (11) (12) 0 0
All executive officers and
directors as a group (13 persons) 1,420,869 3.8% 96,000 1.6%
</TABLE>
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(1) Based upon 36,588,733 shares outstanding as of September 8, 1997.
(2) Includes 294,915 shares issuable to FelCor, Inc. upon exercise of
redemption rights with respect to Units issued to it in connection with
the Company's initial public offering in July 1994 ("IPO"). Messrs.
Feldman and Corcoran are the sole shareholders and directors of FelCor,
Inc. and each may be deemed to own beneficially all of the Units owned by
FelCor, Inc. Also includes (i) an aggregate of 33,000 shares issued
pursuant to stock grants (9,000 in February 1995, 9,000 in December 1995,
and 15,000 in February 1997), which shares vest over a five-year period
from the date of grant at the rate of 20% per year and of which 5,400
shares are fully vested, (ii) 120,000 shares issuable pursuant to
currently exercisable stock options, and (iii) 2,325 shares issuable upon
the conversion of 3,000 shares of Series A Preferred Stock. Does not
include 331,000 shares issuable pursuant to outstanding stock options
which are not currently exercisable.
(3) Includes 200 shares owned of record by Mr. Feldman's children.
(4) Includes 300 shares owned of record by Mr. Corcoran's children.
(5) Includes 540,009 shares issuable to or for the benefit of Mr. Mathewson
upon exercise of redemption rights with respect to Units, which represents
Mr. Mathewson's pro rata interest in Units issued in connection with the
IPO to partnerships in which Mr. Mathewson is a limited partner. Also
includes 69,768 shares issuable upon conversion of 90,000 shares of Series
A Preferred Stock.
(6) Includes 38,000 shares owned of record by the T.A. McChristy Living Trust,
over which Mr. McChristy has sole investment and voting power, and 3,000
shares owned of record by his spouse's individual retirement account.
(7) Includes (i) 14,500 shares issued pursuant to stock grants, which shares
vest over a five-year period from the date of grant at the rate of 20% per
year and of which 2,400 shares are fully vested, and (ii) 20,000 shares
issuable pursuant to currently exercisable stock options. Does not
include 100,000 shares issuable pursuant to outstanding stock options
which are not currently exercisable.
(8) Includes (i) 17,500 shares issued pursuant to stock grants, which shares
vest over a five-year period from the date of grant at the rate of 20% per
year and of which 2,500 shares are fully vested, and (ii) 18,500 shares
issuable pursuant to currently exercisable stock options. Does not
include 94,000 shares issuable pursuant to outstanding stock options which
are not currently exercisable.
(9) Represents (i) 2,500 shares issued pursuant to a stock grant, which shares
vest over a five-year period from the date of grant at the rate of 20% per
year and of which 1,000 shares are fully vested, (ii) 10,000 shares
issuable pursuant to currently exercisable stock options and (iii) 77
shares issuable upon the conversion of 100 shares of Series A Preferred
Stock. Does not include 30,000 shares issuable pursuant to outstanding
stock options which are not currently exercisable.
(10) Represents (i) 2,000 shares issued pursuant to a stock grant, which shares
are fully vested and (ii) 10,000 shares issuable pursuant to currently
exercisable stock options. Does not include 55,000 shares issuable
pursuant to outstanding stock options which are not currently exercisable.
Footnotes continued on following page.
-3-
<PAGE> 7
(11) Represents 4,000 shares issuable pursuant to currently exercisable stock
options. Does not include 31,000 shares issuable pursuant to outstanding
stock options which are not currently exercisable.
(12) Represents less than 1% of the outstanding shares of such class.
(13) Includes 1,000 shares owned by Mr. Feldman's spouse and 1,000 shares owned
by trust for the benefit of his children.
(14) Represents shares owned of record by the Charles M. Mathewson Trust.
AMENDMENT TO CHARTER
GENERAL
The Company's Charter currently authorizes the issuance of up to 10
million shares of Preferred Stock and 50 million shares of Common Stock. Of
such authorized shares, at the record date, 6,050,000 shares of Series A
Preferred Stock had been issued and were outstanding, and 46,007,684 shares of
Common Stock were issued and outstanding or reserved for issuance, as follows:
<TABLE>
<S> <C>
Issued and outstanding . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36,588,733
Reserved for issuance upon conversion of outstanding shares of
Series A Preferred Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,689,960
Reserved for issuance upon redemption of outstanding units of limited
partner interest ("Units") in FelCor Suites Limited Partnership . . . . . . . . . . . . . . . . . . . 2,904,491
Reserved for issuance under stock-based compensation plans:
Covered by currently outstanding awards . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,449,500
Available for future awards . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 375,000
------------
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46,007,684
==========
</TABLE>
Of the 50 million authorized shares of Common Stock, an aggregate of only
3,992,316 shares of Common Stock are currently available for for other
purposes. The Board of Directors believes that such number of remaining
available shares of Common Stock will be inadequate for the Company's future
needs and that it is in the best interests of the Company and its shareholders
to have a greater number of authorized and unissued shares available to provide
flexibility to the Company in structuring its capitalization, in financing
future acquisitions and internal growth, and in accommodating the other needs
of the Company for available Common Stock.
The Board of Directors has approved and recommends to the shareholders
approval of the proposed amendment to the Company's Charter to increase the
number of authorized shares of Common Stock from 50 million to 100 million. If
the shareholders approve this proposal, Paragraph A of Article V of the
Company's Charter will be amended to read in its entirety as follows:
"A. Authorized Shares. The total number of shares of
capital stock that the Corporation shall have authority to issue is One
Hundred Ten Million (110,000,000) shares, consisting of One Hundred
Million (100,000,000) shares of Common Stock, of the par value of One
Cent ($0.01) each, and Ten Million (10,000,000) shares of Preferred
Stock, of the par value of One Cent ($0.01) each, amounting in
aggregate par value to One Million One Hundred Thousand Dollars
($1,100,000.00)."
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<PAGE> 8
PURPOSE AND EFFECT OF THE PROPOSED AMENDMENT
The purpose of the proposed increase in the number of authorized shares of
Common Stock is to ensure that additional shares of Common Stock will be
available, if and when needed, for issuance from time to time for any proper
purpose approved by the Board of Directors (including, without limitation,
issuances to raise capital or effect acquisitions, and for other corporate
purposes). Although there are no present arrangements, agreements or
understandings for the issuance of additional shares of Common Stock (other
than the shares previously reserved for issuance as described above), the Board
of Directors believes that the availability of the additional authorized shares
of Common Stock for issuance upon approval of the Board of Directors for a
proper purpose, without the necessity for, or the delay inherent in, a meeting
of the shareholders (except as may be required by applicable law, by regulatory
authorities, or by the policies, rules and regulations of the New York Stock
Exchange or such other stock exchange on which the Company's securities may
then be listed), will be beneficial to the Company and its shareholders by
providing the Company with the flexibility required to promptly consider and
respond to future business opportunities and needs as they arise.
If the proposed amendment is approved by the shareholders, the Board of
Directors does not presently intend to seek further shareholder approval with
respect to any particular issuance of shares, unless required by applicable
law, by regulatory authorities, or by the policies, rules and regulations of
the New York Stock Exchange or such other stock exchange on which the Company's
securities may then be listed.
Shareholders do not have any preemptive or similar rights to subscribe for
or purchase any additional shares of Common Stock that may be issued in the
future and, therefore, future issuances of Common Stock, depending upon the
circumstances, may have a dilutive effect on the earnings per share, book value
per share, voting power and other interests of the existing shareholders.
The proposed increase in the authorized number of shares of Common Stock
could have an anti-takeover effect, although that is not its purpose. For
example, if the Company were the subject of a hostile takeover attempt, it
could try to impede the takeover by issuing shares of Common Stock, thereby
diluting the voting power of the other outstanding shares and increasing the
potential cost of the takeover. The availability of this defensive strategy to
the Company could discourage unsolicited takeover attempts, thereby limiting
the opportunity for the Company's shareholders to realize a higher price for
their shares than might otherwise be available in the public markets. The
Board of Directors is not aware of any attempt, or contemplated attempt, to
acquire control of the Company, and this proposal is not being presented for
the purpose of creating an anti-takeover device.
VOTE NECESSARY TO APPROVE THE PROPOSAL
The affirmative vote of the holders of a majority of the outstanding
shares of Common Stock entitled to vote at the meeting is necessary for
approval of the proposal. Therefore, abstentions and broker non-votes
effectively count as votes against the proposal.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ADOPTION OF THE
PROPOSED AMENDMENT TO THE COMPANY'S CHARTER.
OTHER BUSINESS
The Company is not aware of any business to be acted upon at the Special
Meeting other than that which is explained in this Proxy Statement. In the
event that any other business calling for a vote of the shareholders is
properly presented at the meeting, the holders of the proxies will vote your
shares in accordance with their best judgment.
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<PAGE> 9
SUBMISSION OF SHAREHOLDER PROPOSALS
Any shareholder who wishes to present a proposal for action at the 1998
annual meeting of shareholders and who wishes to have it set forth in the proxy
statement and identified in the form of proxy prepared by the Company, must
deliver such proposal to the Company at its principal executive offices, no
later than December 31, 1997, in such form as is required under regulations
promulgated by the Securities and Exchange Commission.
MISCELLANEOUS
The accompanying proxy is being solicited on behalf of the Board of
Directors of the Company. The expense of preparing, printing and mailing the
proxy and the material used in the solicitation thereof will be borne by the
Company. Proxies may be solicited by directors and regular officers and
employees of the Company by means of personal interview, telephone or telegram.
In addition, the Company has retained Corporate Investor Communications, Inc.
of Carlstadt, New Jersey, to assist in the solicitation of proxies, and it is
estimated that their charges and expenses will not exceed $6,500. Arrangements
may also be made with brokerage houses and other custodians, nominees and
fiduciaries for the forwarding of solicitation materials to the beneficial
owners of stock held of record by such persons, and the Company may reimburse
them for reasonable out-of-pocket expenses of such solicitation.
BY ORDER OF THE BOARD OF DIRECTORS
Lawrence D. Robinson
Secretary
Irving, Texas
September ___, 1997
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<PAGE> 10
PRELIMINARY COPY
NO. OF SHARES ______
PROXY
FELCOR SUITE HOTELS, INC.
545 E. JOHN CARPENTER FREEWAY, SUITE 1300, IRVING, TEXAS 75062
SPECIAL MEETING OF SHAREHOLDERS
OCTOBER __, 1997
The undersigned hereby appoints Hervey A. Feldman, Thomas J. Corcoran,
Jr. and Lawrence D. Robinson, or any of them, with full power of substitution
in each, proxies (and if the undersigned is a proxy, substitute proxies) to
vote all Common Stock of the undersigned in FelCor Suite Hotels, Inc. at the
Special Meeting of Shareholders to be held at the office of the Company located
at 545 East John Carpenter Freeway, Suite 1300, Irving, Texas, at 9:00 a.m.,
local time, on October __, 1997, and at any adjournments or postponements
thereof, as specified below:
1. PROPOSAL TO AMEND THE COMPANY'S CHARTER TO INCREASE THE NUMBER OF
AUTHORIZED SHARES OF COMMON STOCK FROM 50 MILLION SHARES TO 100 MILLION
SHARES.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
2. In their discretion, the proxies (and if the undersigned is a proxy, any
substitute proxies) are authorized to vote upon such other business as
may properly come before the Special Meeting.
PLEASE SIGN AND DATE ON REVERSE SIDE OF THIS PROXY.
<PAGE> 11
This proxy, when properly executed, will be voted in the manner directed
herein by the undersigned shareholder. If no direction is made, this proxy
will be voted FOR the adoption of the proposal to amend the Charter of the
Company to increase the number of authorized shares of Common Stock from 50
million shares to 100 million shares.
Dated:___________________________, 1997
PLEASE SIGN NAME EXACTLY AS IT APPEARS
ON STOCK CERTIFICATE. ONLY ONE OF
SEVERAL JOINT OWNERS NEED SIGN.
FIDUCIARIES SHOULD GIVE FULL TITLE.
---------------------------------------
Signature
---------------------------------------
Title
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS. IF NO
SPECIFICATION IS MADE, THIS PROXY WILL BE VOTED
FOR THE PROPOSAL TO AMEND THE CHARTER.
