<PAGE> 1
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 the Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to 240.14a-11(c) or 240.14a-12
THOMPSON PBE, 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)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
---------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
---------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
---------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
---------------------------------------------------------------------
(5) Total fee paid:
---------------------------------------------------------------------
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
---------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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<PAGE> 2
THOMPSON PBE, INC.
4553 GLENCOE AVENUE, SUITE 200
MARINA DEL REY, CALIFORNIA 90292
------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD FEBRUARY 26, 1997
------------------------
TO THE STOCKHOLDERS:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders (the
"Meeting") of Thompson PBE, Inc. (the "Company") will be held at the Company's
offices located at 4553 Glencoe Avenue, Suite 200, Marina del Rey, California
90292, on Wednesday, February 26, 1997 at 10:00 a.m., local time, for the
following purposes:
1. To elect a board of six directors for the ensuing year or until the
election and qualification of their respective successors; and
2. To transact such other business as may be properly come before the
Meeting or any adjournment or postponement thereof.
The Board of Directors has fixed the close of business on December 30, 1996
as the record date for the determination of the stockholders entitled to notice
of, and to vote at, the Meeting or any adjournment or postponement thereof.
THE ENCLOSED PROXY IS SOLICITED BY THE BOARD OF DIRECTORS OF THE COMPANY,
WHICH RECOMMENDS THAT STOCKHOLDERS VOTE FOR THE DIRECTORS NOMINATED. Please
refer to the attached Proxy Statement, which forms a part of this Notice and is
incorporated herein by reference, for further information with respect to the
business to be transacted at the Meeting.
We hope you can attend the Meeting, but, if you cannot, please sign, date
and return promptly the enclosed proxy in the envelope provided so that your
shares will be represented at the Meeting.
By Order of the Board of Directors
MORTIMER A. KLINE, III
Chairman of the Board, President
and Chief Executive Officer
Marina del Rey, California
January 10, 1997
<PAGE> 3
THOMPSON PBE, INC.
------------------------
PROXY STATEMENT
------------------------
INTRODUCTION
GENERAL
The enclosed proxy is solicited by and on behalf of the Board of Directors
of Thompson PBE, Inc. (the "Company") in connection with the Annual Meeting of
Stockholders of the Company (the "Meeting") to be held at 10:00 a.m. local time,
at the Company's offices located at 4553 Glencoe Avenue, Suite 200, Marina del
Rey, California 90292 on Wednesday, February 26, 1997, and any adjournment or
postponement thereof. At the Meeting, stockholders will be asked to vote upon
the following matters:
1. To elect a board of six directors for the ensuing year or until the
election and qualification of their respective successors; and
2. To transact such other business as may properly come before the
Meeting or any adjournment or postponement thereof.
Only stockholders of record of shares of Common Stock at the close of
business on December 30, 1996, the record date for the Meeting fixed by the
Board of Directors, are entitled to vote at the Meeting. On that date, there
were outstanding and entitled to vote at the Meeting 8,640,354 shares of Common
Stock, each of which is entitled to one vote at the Meeting. It is expected that
this Proxy Statement and accompanying proxy card will first be mailed to
stockholders on or about January 13, 1997.
The cost of soliciting proxies will be paid by the Company. Proxies may be
solicited by directors, officers and employees of the Company by mail, telephone
or facsimile transmission, but such persons will not be specially compensated
therefor.
The Company's executive offices are located at 4553 Glencoe Avenue, Suite
200, Marina del Rey, California 90292, telephone (310) 306-7112. References
herein to the "Company" refer to Thompson PBE, Inc. and its subsidiaries, unless
the context otherwise requires.
VOTING AND REVOCATION OF PROXIES
All shares represented by the accompanying proxy, if the proxy is properly
executed, returned and not revoked, will be voted as specified by the
stockholder. If no contrary instructions are given, such shares will be voted
FOR the election of the six director nominees named herein.
Any stockholder has the power to revoke his or her proxy at any time before
it has been voted by filing with the Corporate Secretary of the Company an
instrument revoking it, by submitting a substitute proxy bearing a later date or
by voting in person at the Meeting.
A majority of the outstanding shares of Common Stock, represented in person
or by proxy, will constitute a quorum at the Meeting. Shares represented by
proxies that reflect abstentions or "broker non-votes" will be counted as shares
that are present and entitled to vote for purposes of determining the presence
of a quorum. However, proxies that reflect abstentions as to a particular
proposal will be treated as voted for purposes of determining the approval of
the proposal and will have the same effect as a vote against that proposal,
while proxies that reflect broker non-votes will be treated as unvoted for
purposes of determining approval and will not be counted as votes for or against
that proposal. The affirmative vote of a plurality of the votes cast by the
holders of shares entitled to vote thereon present in person or by proxy at the
Meeting is required to elect each director.
<PAGE> 4
ELECTION OF DIRECTORS
GENERAL
Directors are elected at each Annual Meeting of Stockholders and hold
office until their resignation or removal and until their successors are duly
elected and qualified at the next Annual Meeting of Stockholders. The Company's
Bylaws provide that the Board of Directors shall consist of no fewer than one or
more than eight directors, with the exact number to be fixed by the Board of
Directors. Pursuant to a resolution adopted by the Board of Directors, the
authorized number of members of the Board of Directors has been set at seven.
There is currently one vacancy on the Board of Directors. Proxies cannot be
voted for a greater number of persons than the number of nominees named.
Each nominee for director has indicated his willingness to serve if
elected. Proxies received by the Board of Directors will be voted for the
nominees. Although the Board of Directors does not anticipate that any nominee
will be unavailable for election, in the event of such occurrence the proxies
will be voted for such substitute, if any, as the Board of Directors may
designate.
Each of the Company's nominees for election to the Board of Directors
currently serves as a director of the Company. Each of the Company's nominees,
other than Messrs. Simpson and Roach, first became a director of the predecessor
to the Company in the year set forth below and has continually served as a
director since then. Mr. Simpson was appointed to the board in August 1995 and
Mr. Roach was appointed in December 1995. Both have continually served as
directors since then. The following table sets forth the names of, and certain
information with respect to, the six persons nominated by the Company at the
Meeting. References to service with the Company include service with its
predecessor.
<TABLE>
<CAPTION>
DIRECTOR POSITIONS CURRENTLY
NOMINEES FOR DIRECTOR AGE SINCE HELD WITH THE COMPANY
- ------------------------------ ---- --------- --------------------------------
<S> <C> <C> <C>
Mortimer A. Kline, III 37 1989 Chairman of the Board, President
and Chief Executive Officer
Frank C. Alexander(1)(2)(3) 63 1989 Director
David L. Ferguson(1)(2)(3) 41 1992 Director
D. Hunt Ramsbottom, Jr. 39 1989 Director
John D. Roach(1)(2)(3) 53 1995 Director
Louis A. Simpson(1)(2)(3) 60 1995 Director
</TABLE>
- ---------------
(1) Member of the Compensation Committee.
(2) Member of the Audit Committee.
(3) Member of the Nominating Committee.
MORTIMER A. KLINE, III incorporated the Company on April 4, 1989. From
April 1989 to the present, Mr. Kline has served as President and Chief Operating
Officer of the Company. In November 1996, he was named to the additional
positions of Chairman of the Board and Chief Executive Officer. In addition, Mr.
Kline served as Chief Financial Officer of the Company from its inception until
December 1993. From February 1987 to November 1988, Mr. Kline served as Chief
Financial Officer of Kellow-Brown Company, a commercial printing company based
in Los Angeles.
FRANK C. ALEXANDER has served as a director of the Company since May 1989.
From April 1991 to May 1992, and from March 1994 to the present, Mr. Alexander
has been a self-employed consultant. From May 1992 to March 1994, Mr. Alexander
was a Vice President of M&A Capital, an investment bank. From 1981 until his
retirement in April 1991, Mr. Alexander served as Executive Vice President and
Chief Financial Officer of Intermark, Inc., a corporation which filed a
voluntary petition under Chapter 11 of the United States Bankruptcy Code on
October 19, 1992.
DAVID L. FERGUSON has served as a director of the Company since June 1992.
Since June 1990, Mr. Ferguson has been a General Partner of Chase Capital
Partners (formerly Chemical Venture Partners), a New York general partnership
("CCP"), which is the general partner of Chase Venture Capital Associates, L.P.
2
<PAGE> 5
("Chase Ventures"), a venture capital fund. From September 1989 to June 1990,
Mr. Ferguson was a Vice President of CCP. Mr. Ferguson is also a director of
Wild Oats Markets, Inc. and numerous private companies.
D. HUNT RAMSBOTTOM, JR. incorporated the Company on April 4, 1989. From
April 1989 to November 1996, Mr. Ramsbottom served as the Company's Chairman of
the Board, Chief Executive Officer and Secretary. He is presently a private
investor with interests in the collision repair industry. Prior to forming the
Company, Mr. Ramsbottom was President of Kellow-Brown Company.
JOHN D. ROACH has served as a director of the Company since December 1995.
Since July 1991, Mr. Roach has been Chairman, President and Chief Executive
Officer of Fibreboard Corporation, a manufacturer of building and industrial
products and an owner/operator of ski resorts. From 1988 to 1991, Mr. Roach was
Executive Vice President of Manville Corporation, a manufacturer of building
products, paperboard packaging, fiberglass and industrial minerals, where from
1990 to 1991 he served as President of its Mining and Minerals Group and
President of Celite Corporation, a wholly-owned Manville subsidiary. In
addition, from 1988 to 1989, Mr. Roach served as president of Manville Sales
Corporation, now known as Schuller International, and the Fiberglass and
Specialty Products Group, and from 1987 to 1988, as Chief Financial Officer of
Manville Corporation.
LOUIS A. SIMPSON has served as a director of the Company since August 1995.
Mr. Simpson has been President and Chief Executive Officer -- Capital Operations
of GEICO Corporation, an insurance holding company, since 1993, having served as
Vice Chairman of the Board from 1985 to 1993. In addition to GEICO Corporation,
Mr. Simpson is also a director of Salomon Inc, Potomac Electric Power Company,
Pacific American Income Shares, Inc. and Cohr Inc.
BOARD OF DIRECTORS AND COMMITTEES
During the fiscal year ended September 30, 1996, the Board of Directors
held seven meetings. All directors attended at least 75% of all meetings of the
Board of Directors and of all committees on which such person served during such
period.
The Compensation Committee for the Board of Directors is presently
comprised of Messrs. Alexander, Ferguson, Roach and Simpson. Mr. Ferguson chairs
the committee. This Committee reviews and approves executive salaries, considers
awards to be granted under the Company's Incentive Compensation Plan for Senior
Executives and performs other related functions upon request of the Board of
Directors. See "Executive Compensation -- Employment Contracts; Incentive
Compensation Program" and "Executive Compensation -- Report of the Compensation
Committee on Executive Compensation." This Committee also awards and administers
stock option grants under the Company's 1994 Stock Option Plan (the "1994
Plan"). The Compensation Committee met once during the fiscal year ended
September 30, 1996.
The Audit Committee of the Board of Directors is presently comprised of
Messrs. Alexander, Ferguson, Roach and Simpson. Mr. Alexander chairs the
committee. The functions of the Audit Committee include reviewing and making
recommendations to the Board of Directors with respect to the engagement or re-
engagement of an independent accounting firm to audit the Company's financial
statements for the then current fiscal year; the policies and procedures of the
Company and management in maintaining the Company's books and records and
furnishing information necessary to the independent auditors; the adequacy and
implementation of the Company's internal controls and the adequacy and
competency of the related personnel; and such other matters relating to the
Company's financial affairs and accounts as the Committee may in its discretion
deem desirable. The Audit Committee met five times during the fiscal year ended
September 30, 1996.
The Nominating Committee of the Board of Directors is presently comprised
of Messrs. Alexander, Ferguson, Roach and Simpson. Mr. Simpson chairs the
committee. This Committee advises and makes recommendations to the Board on all
matters concerning the selection of candidates as nominees for election as
directors. The Committee did not meet during the last fiscal year as all actions
regarding the nomination of directors were presented to the full Board of
Directors. Stockholders wishing to nominate new directors may
3
<PAGE> 6
do so only by giving timely written notice to the Corporate Secretary at 4553
Glencoe Avenue, Suite 200, Marina del Rey, California 90292.
The compensation of directors is described under "Executive
Compensation -- Director Compensation."
LIMITATION OF LIABILITY AND INDEMNIFICATION MATTERS
The Company's Restated Certificate of Incorporation provides that a
director of the Company will not be personally liable to the Company or its
stockholders for monetary damages for any breach of fiduciary duty as a
director, except in certain cases where liability is mandated by the Delaware
General Corporation Law. The provision has no effect on any non-monetary
remedies that may be available to the Company or its stockholders, nor does it
relieve the Company or its directors from compliance with federal or state
securities laws. The Company's Bylaws generally provide that the Company shall
indemnify, to the fullest extent permitted by law, any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit, investigation, administrative hearing or any other
proceeding (each, a "Proceeding") by reason of the fact that he is or was a
director or officer of the Company, or is or was serving at the request of the
Company as a director, officer, employee or agent of another entity, against
expenses (including attorneys' fees) and losses, claims, liabilities, judgments,
fines and amounts paid in settlement actually incurred by him in connection with
such Proceeding. The Company has entered into agreements to provide
indemnification for the Company's directors and certain of its executive
officers in addition to the indemnification provided for in the Bylaws. These
agreements, among other things, will indemnify such directors and executive
officers for certain expenses (including attorney's fees), and all losses,
claims, liabilities, judgments, fines and settlement amounts incurred by such
person arising out of or in connection with such person's service as a director
or executive officer of the Company to the fullest extent permitted by
applicable law.
VOTE REQUIRED
The election of each director requires a plurality of the votes cast by the
holders of shares entitled to vote thereon. THE COMPANY'S BOARD OF DIRECTORS
RECOMMENDS THAT STOCKHOLDERS VOTE FOR EACH OF THE DIRECTORS NOMINATED.
4
<PAGE> 7
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL HOLDERS AND MANAGEMENT
The following table sets forth certain information as of December 30, 1996
with respect to the beneficial ownership of the Company's Common Stock, which
constitutes the Company's only outstanding class of voting securities, by (i)
each person who, to the knowledge of the Company, beneficially owned more than
5% of the Common Stock, (ii) each director of the Company, (iii) the Named
Executive Officers (as defined below) and (iv) all executive officers and
directors of the Company as a group:
<TABLE>
<CAPTION>
AMOUNT OF PERCENT OF
NAME OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP CLASS(1)
------------------------------------------------ -------------------- ----------
<S> <C> <C>
Wasatch Advisors, Inc.(2) 1,826,719 21.1%
Chase Venture Capital Associates, L.P.(3) 1,101,432 12.8
David L. Ferguson(3) 1,101,432 12.8
Mortimer A. Kline, III(4)(5) 547,339 6.2
D. Hunt Ramsbottom, Jr.(4)(6) 547,339 6.2
Louis A. Simpson(4)(7)(8) 116,167 1.3
John D. Roach(4)(7) 5,000 *
Frank C. Alexander(4)(7) 1,667 *
Thomas E. Case(4)(9) 29,017 *
Steven E. Kise(4)(9) 11,667 *
Courtlandt D. Gates(4)(9)(10) 10,750 *
All directors and executive officers
as a group (12 persons)(11) 1,275,285 14.1
</TABLE>
- ---------------
* Less than 1%.
(1) Shares which each identified stockholder has the right to acquire within
the 60 days of the date of the table set forth above are deemed to be
outstanding in calculating the percentage ownership of such stockholder,
but are not deemed to be outstanding as to any other person. Except as
otherwise noted, the Company believes that each such stockholder has sole
voting and investment power over the shares beneficially owned by such
stockholder.
(2) Based solely on a filing on Schedule 13G, dated June 10, 1996, in which
Wasatch Advisors, Inc., 68 South Main Street, Suite 400, Salt Lake City,
Utah 84101, reported sole voting and dispositive power with respect to such
shares of Common Stock.
(3) Excludes an aggregate of 72,644 shares for which Chase Ventures has granted
options to Messrs. Ramsbottom and Kline (which options are presently
exercisable) and includes an aggregate of 47,806 shares issuable upon
exercise of a warrant which is presently exercisable. The general partner
of Chase Ventures is CCP, of which Mitchell J. Blutt, Arnold L. Chavkin,
David L. Ferguson (a director of the Company), Donald J. Hofmann, Stephen
P. Murray, Brian J. Richmand, Shahan D. Soghikian, Jeffrey C. Walker, CCP
Principals, L.P., a Delaware limited partnership, and Chemical Capital
Corporation ("CCC") are general partners. CCC is a wholly-owned subsidiary
of Chase Manhattan Corp. Each of such individuals, partnerships and
corporations, other than CCP, disclaims beneficial ownership of the shares
owned by Chase Ventures. The mailing addresses for Chase Ventures and Mr.
Ferguson are, respectively, 380 Madison Avenue, 12th Floor, New York, NY
10017 and c/o CVP Management Corp., 840 Apollo Street, Suite 223, El
Segundo, CA 90245.
(4) The mailing address for such person is: c/o Thompson PBE, Inc., 4553
Glencoe Avenue, Suite 200, Marina del Rey, CA 90292.
(5) Includes (i) 11,817 shares for which Mr. Kline has options to purchase from
Wedbush Capital Partners ("WCP") and 36,322 shares for which Mr. Kline has
options to purchase from Chase Ventures, in each case at an exercise price
of $0.91 per share, all of which options are presently exercisable, and
(ii) 111,739 shares which Mr. Kline has the right to acquire within 60 days
of the date of this table by exercise of stock options vested pursuant to
the Company's Plan. Also includes 17,241 shares over which Mr. Kline
exercises the right to vote but which are otherwise held beneficially by an
individual who is
5
<PAGE> 8
neither an employee nor an affiliate of the Company. Does not include
options to purchase 92,612 shares of Common Stock issued under the 1994
Plan, none of which are exercisable within 60 days of the date of this
table.
(6) Includes (i) 11,817 shares for which Mr. Ramsbottom has options to purchase
from WCP and 36,322 shares for which Mr. Ramsbottom has options to purchase
from Chase Ventures, in each case at an exercise price of $0.91 per share,
all of which options are presently exercisable, and (ii) 111,739 shares
which Mr. Ramsbottom has the right to acquire within 60 days of the date of
this table by exercise of stock options vested pursuant to the Plan. Does
not include options to purchase 92,612 shares of Common Stock issued under
the 1994 Plan, none of which are exercisable within 60 days of the date of
this table.
(7) Include options to purchase 6,667, 5,000 and 1,667 shares of Common Stock
for Messrs. Simpson, Roach and Alexander, respectively, issued under the
Outside Director Plan which are exercisable within 60 days of the date of
this table. Does not include options to purchase 13,333, 10,000 and 3,333
shares of Common Stock issued to Messrs. Simpson, Roach and Alexander,
respectively, under the Outside Director Plan, none of which are
exercisable within 60 days of the date of this table.
(8) Includes 9,500 shares which Mr. Simpson owns beneficially as a trustee.
(9) Includes 26,017, 11,667 and 10,000 shares for Messrs. Case, Kise and Gates,
respectively, for which they have the right to acquire within 60 days of
the date of this table upon exercise of stock options vested pursuant to
the 1994 Plan. Does not include options to purchase 13,007, 23,333 and
20,000 shares of Common Stock issued to Messrs. Case, Kise and Gates,
respectively, issued under the 1994 Plan, none of which are exercisable
within 60 days of the date of this table.
(10) Includes 500 shares owned by the children of Mr. Gates.
(11) Includes beneficial ownership of an aggregate of 385,613 shares of Common
Stock subject to options granted pursuant to the Outside Director Plan and
the 1994 Plan, as well as the options granted to Messrs. Ramsbottom and
Kline by certain stockholders of the Company, all of which are exercisable
within 60 days of the date of this table. Excludes beneficial ownership of
Mr. Ferguson in relation to shares owned by Chase Ventures.
6
<PAGE> 9
CERTAIN INFORMATION WITH RESPECT TO EXECUTIVE OFFICERS
Set forth below is certain information regarding each of the executive
officers of the Company as of December 30, 1996. Further information about Mr.
Kline is presented under "Election of Directors." Officers are appointed by and
serve at the discretion of the Board of Directors.
<TABLE>
<CAPTION>
NAME AGE POSITION
- -------------------------- ---- --------------------------------------
<S> <C> <C>
Mortimer A. Kline, III 37 Chairman of the Board, President and
Chief Executive Officer
Charles E. Barrantes 44 Executive Vice President and Chief
Financial Officer
Thomas E. Case 51 Executive Vice President and General
Manager, California Division
Steven E. Kise 47 Executive Vice President, Sales and
Strategic Development
Glen R. Thompson 46 Executive Vice President, Operations
Courtlandt D. Gates 37 Executive Vice President, Corporate
Development
Michael O'Donovan 38 Vice President, Corporate Controller
</TABLE>
The principal occupations and positions for the past five years, and in
certain cases prior years, of the directors and executive officers named above,
other than Mr. Kline, are as of follows. References to service with the Company
include service with its predecessors.
CHARLES E. BARRANTES, a certified public accountant, joined the Company in
March 1996 as Executive Vice President and Chief Financial Officer. From January
1991 through March 1996, he was employed by Superior Industries International,
Inc., a NYSE-listed entity, whose principal business is the design and
production of cast aluminum wheels for original equipment manufacturers and
custom road wheels and accessories for the automotive aftermarket. At the time
of his departure from Superior Industries, Mr. Barrantes was the Vice President,
Corporate Controller and Secretary. Prior to that, Mr. Barrantes was an
independent financial consultant from June 1990 until January 1991 and Vice
President, Finance for MICA Resources Ltd. from January 1989 until May 1990.
From May 1977 until January 1989, Mr. Barrantes was employed by the
international accounting firm of Arthur Andersen where he was promoted to audit
manager in 1982.
THOMAS E. CASE became Executive Vice President and General Manager,
California Division of the Company in February 1996. From May 1994 through
February 1996, he served as Executive Vice President and General Manager,
Southern California Division. Prior to that and since 1984, Mr. Case was Vice
President, Sales of the Company.
STEVEN E. KISE became Executive Vice President, Sales and Strategic
Development of the Company in April 1996. From August 1995 through April 1996,
he served as Vice President, Marketing. Prior to that and since April 1993, Mr.
Kise was Director of Sales of the Automotive Refinishes Division of AKZO Nobel,
a Dutch conglomerate and manufacturer of Sikkens paint. From March 1987 to April
1993, Mr. Kise held various other positions in the Automotive Refinishes
Division of AKZO Nobel, including National Sales Manager, Director of Marketing
and Manager of Operations.
GLEN R. THOMPSON became Executive Vice President, Operations of the Company
in December 1996. From February 1996 through December 1996, he served as Vice
President of Operations, California Division. Prior to that and since 1989, Mr.
Thompson was Vice President of Operations, Southern California Division.
COURTLANDT D. GATES became Executive Vice President of Corporate
Development in February 1996. Previously, Mr. Gates was Vice President and
General Manager, Northern California Division upon the acquisition of the
business of SEV Corporation ("SEV") in May 1995. From January 1, 1991 through
May 1995, Mr. Gates was Chairman and held certain other senior executive
positions with SEV, an independent aftermarket distributor of automotive paint
and related supplies based in the San Francisco area. Prior to that and since
May 1986, Mr. Gates was a self-employed investor. From November 1989 to
September 1994,
7
<PAGE> 10
Mr. Gates also served as a director and president of Triangle Food Service, Inc.
which, together with its subsidiary, filed a voluntary petition under Chapter 11
of the United States Bankruptcy Code on September 30, 1994.
MICHAEL O'DONOVAN has served as Vice President, Corporate Controller since
December 1994. From June 1991 to December 1994, Mr. O'Donovan served as Director
of Accounting of Retix, a publicly held multi-national computer hardware and
software manufacturer and distributor. From January 1985 to June 1991, Mr.
O'Donovan was employed by Price Waterhouse in its Entrepreneurial Services
Group.
EXECUTIVE COMPENSATION
Summary Compensation Table. The following table provides certain summary
information concerning compensation paid or accrued by the Company to or on
behalf of the Company's Chief Executive Officer during the fiscal year ended
September 30, 1996 (Mr. Ramsbottom) and the four other executive officers of the
Company who earned more than $100,000 (salary and bonus) (the "Named Executive
Officers") for all services rendered in all capacities to the Company during the
fiscal year.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
ANNUAL COMPENSATION LONG TERM COMPENSATION
------------------------------------ --------------------------
NAME AND PRINCIPAL OTHER ANNUAL ALL OTHER
POSITION YEAR SALARY BONUS COMPENSATION(1) OPTIONS (#) COMPENSATION
- ------------------------------- ---- -------- ------- --------------- ----------- ------------
<S> <C> <C> <C> <C> <C> <C>
Mortimer A. Kline, III(2) 1996 $235,000 $ -- $ -- -- --
(Chief Executive Officer, 1995 232,500 50,000 185,934(3) 121,733 --
President and Chairman 1994 226,305 55,000 -- 100,000 --
of the Board)
D. Hunt Ramsbottom, Jr.(2)(4) 1996 235,000 -- -- -- --
1995 232,500 50,000 185,934(3) 121,733 --
1994 226,305 55,000 -- 100,000 --
Thomas E. Case 1996 125,000 17,000 -- -- --
(Executive Vice President and 1995 125,000 25,000 -- 12,800 --
General Manager, 1994 129,327 35,000 -- 26,224 --
California Division)
Courtlandt D. Gates(5) 1996 99,660 29,000 -- -- --
(Executive Vice President,
Corporate Development)
Steven E. Kise(6) 1996 121,923 15,000 -- 10,000 --
(Executive Vice President,
Sales and Strategic
Development)
</TABLE>
- ---------------
(1) With respect to each of the executive officers named in the table, the
aggregate amount of perquisites and other personal benefits, securities or
property received was less than either $50,000 or 10% of the total annual
salary and bonus reported for such executive officer.
(2) In termination of a Securities Purchase and Sale Agreement entered into in
1989, in June 1994 WCP transferred 19,131 shares of Common Stock to each of
Messrs. Ramsbottom and Kline.
(3) Represents the excess of the fair market value of securities purchased from
the Company in May 1995 over the price paid for such securities.
(4) Mr. Ramsbottom resigned as an executive officer of the Company effective
January 1, 1997.
(5) Mr. Gates commenced his employment with the Company in May 1995.
(6) Mr. Kise commenced his employment with the Company in August 1995.
8
<PAGE> 11
Stock Options Granted in Fiscal 1996. The following table sets forth
information concerning individual grants of stock options made by the Company
during the fiscal year ended September 30, 1996, to each of the Named Executive
Officers.
OPTION GRANTS IN THE FISCAL YEAR SEPTEMBER 30, 1996
<TABLE>
<CAPTION>
POTENTIAL
INDIVIDUAL GRANTS REALIZABLE
------------------------------------------------------- VALUE AT ASSUMED
PERCENT OF ANNUAL RATES OF
TOTAL OPTIONS STOCK PRICE
GRANTED TO APPRECIATION
EMPLOYEES EXERCISE OR FOR OPTION TERM
IN FISCAL BASE PRICE EXPIRATION ------------------
NAME GRANTED(1) YEAR 1996(2) (PER SHARE) DATE(3) 5%(4) 10%(4)
- -------------------------------- ---------- -------------- ------------ ---------- ------- --------
<S> <C> <C> <C> <C> <C> <C>
Steven E. Kise.................. 10,000 11% $12.50 2/22/06 $78,600 $199,200
</TABLE>
- ---------------
(1) These options were granted pursuant to the Plan. One-third of the total
number of options granted are exercisable on the first anniversary of the
option grant date and, thereafter, an additional one-third of the total
number of options granted are exercisable on each of the second and third
anniversaries of the option grant date. Under the 1994 Plan, vesting may be
accelerated in certain circumstances.
(2) In fiscal 1996, the Company granted a total of 94,000 options under the 1994
Plan and this number was used in calculating the percentage above.
(3) The options granted under the 1994 Plan expire on the tenth anniversary of
the date of grant.
(4) Reported net of the option exercise price. The assumed 5% and 10% annual
rates of appreciation over the term of the options are set forth in
accordance with rules and regulations adopted by the Commission and do not
represent the Company's estimate of stock price appreciation.
During the fiscal year ended September 30, 1996, none of the Named
Executive Officers received any awards under any long-term incentive plan.
Additionally, none of the Named Executive Officers exercised any stock options
during the fiscal year ended September 30, 1996 and the Company does not have a
pension plan. Accordingly, the following tables are omitted: "Aggregated Option
Exercise Table," "Long-Term Incentive Plan Awards Table" and "Pension Plan
Table." In addition, certain stockholders and officers of the Company are party
to a stock option arrangement among such persons. See "Other Option
Arrangements."
DIRECTOR COMPENSATION
Directors of the Company who are also employees are not separately
compensated for their services as directors. David L. Ferguson does not
presently receive any fees or additional compensation for serving on the
Company's Board of Directors or any committee thereof, but is reimbursed for his
reasonable out-of-pocket expenses arising from attendance at meetings of the
Board of Directors or committees thereof or in respect of related Company
business. Non-Employee Directors of the Company received during the fiscal year
ended September 30, 1996, $1,000 per meeting attended, $1,000 per month and $500
per committee meeting attended for all services as a director of the Company.
Effective December 1, 1996, all non-employee directors will receive $1,500 per
month and $1,000 per committee meeting. Prior to January 1994, Mr. Alexander was
granted options to purchase shares of Common Stock under the Company's 1989
Stock Option Plan in connection with his service as a director of the Company.
There are presently no stock options outstanding under the 1989 Stock Option
Plan which was terminated by the Board of Directors in August 1995. Also in
August 1995, the Board of Directors approved the Outside Director Plan, which
was approved by stockholders at the 1996 Annual Meeting.
OTHER OPTION ARRANGEMENTS
Each of Messrs. Ramsbottom and Kline has a presently exercisable option to
acquire an aggregate of 48,139 shares of Common Stock from Chase Ventures and
WCP at a purchase price of $0.91 per share. These options were granted on June
29, 1994, and the Company has not, and will not, incur any obligation in
connection with such arrangements.
9
<PAGE> 12
EMPLOYMENT CONTRACTS; INCENTIVE COMPENSATION PROGRAM
The Company has entered into an employment agreement (the "Employment
Agreement"), dated as of October 14, 1993, as amended, with Mortimer A. Kline,
III, pursuant to which Mr. Kline agreed to serve as President of the Company. On
November 20, 1996, he was named to the additional positions of Chairman of the
Board and Chief Executive Officer. Mr. Kline will receive such compensation,
non-monetary perquisites and benefits as determined from time-to-time by the
Board of Directors of the Company. The term of employment pursuant to the
Employment Agreement is on a month-to-month basis until terminated. Upon any
termination of employment of Mr. Kline by the Company other than for "cause" (as
defined), he will have the right to receive from the Company for the next twelve
months after such termination all salary, non-monetary perquisites and other
benefits received by him for the twelve months immediately preceding such
termination.
The Company has also entered into an employment agreement (the "Gates
Employment Agreement"), dated as of May 31, 1995, with Courtlandt D. Gates,
pursuant to which Mr. Gates agreed to serve, at that time, as Vice President and
General Manager, Northern California Division. Mr. Gates will receive an annual
salary of not less than $90,000 and such bonus, non-monetary prerequisites and
benefits as determined from time-to-time by the Board of Directors of the
Company. Mr. Gates was also granted options to purchase 30,000 shares of Common
Stock pursuant to the 1994 Plan. Mr. Gates is also entitled to receive
additional amounts under the Gates Employment Agreement upon the consummation of
certain acquisitions by the Company. The Gates Employment Agreement will
terminate on May 31, 1997, unless earlier terminated as provided thereunder.
The Compensation Committee also administers an incentive compensation
program pursuant to which certain eligible senior executives of the Company may
receive bonus compensation. The Compensation Committee establishes from time to
time objectives to be utilized in its evaluation which, presently, are based on
(i) earnings growth, (ii) revenue growth, (iii) return on capital and (iv) in
the Compensation Committee's discretion, the attainment of non-financial
objectives. The award of bonuses under this program is fully within the
discretion of the Compensation Committee.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
During fiscal 1996, the Compensation Committee of the Board of Directors of
the Company consisted of Frank C. Alexander, David L. Ferguson, John D. Roach
and Louis A. Simpson, none of whom (i) is a present or former officer or
employee of the Company or any of its subsidiaries or (ii) engaged in any
transactions described under "Certain Transactions," although Chase Ventures, an
affiliate of Mr. Ferguson, has engaged in certain financing transactions with
the Company in prior years.
REPORT OF THE COMPENSATION COMMITTEE ON EXECUTIVE COMPENSATION
General. The Company's executive compensation program is administered by
the Compensation Committee of the Board of Directors (the "Committee"). During
fiscal 1996, the Committee was composed of Frank C. Alexander, David L.
Ferguson, John D. Roach and Louis A. Simpson, each of whom was an independent
non-employee director of the Company.
Section 162(m) of the Internal Revenue Code of 1986, as amended, generally
disallows a federal income tax deduction to any publicly-held corporation for
compensation paid to the chief executive officer and the four most highly
compensated executive officers to the extent that such compensation in a taxable
year exceeds $1,000,000. Section 162(m) does not, however, disallow a deduction
for qualified "performance-based compensation" and such compensation would be
deductible. The Company has structured the 1994 Plan in such a manner that the
remuneration attributable to stock options granted thereunder should not be
subject to the $1,000,000 limitation. The Committee intends generally to design
executive compensation programs that conform with the requirements of Section
162(m), although the Company's Incentive Compensation Plan for Senior Executives
does not satisfy such requirements. Nonetheless, the Committee does not expect
that Section 162(m) will limit the ability of the Company to deduct any
compensation expense for federal income tax purposes in the immediate future.
10
<PAGE> 13
Compensation Philosophy. The Company's executive compensation program is
designed to (i) attract and retain qualified executives and to reward them for
superior performance in achieving the Company's business goals and enhancing
stockholder value and (ii) provide incentives for creation of long-term
stockholder value and align management's interests with those of the
stockholders. The key elements of executive compensation are base salary, annual
performance bonus and stock options. The Committee reviews and approves policies
and practices relating to executive compensation including (i) base salary
levels, (ii) incentive compensation plans and related performance objectives and
awards and (iii) long-term incentives, principally stock option awards.
Base Salaries. Base salaries for executive officers are set at levels which
reflect base salaries for positions of similar responsibility at other public
companies and also take into account the unique talents and skills which may be
required in particular positions. Base salaries are adjusted annually to account
for such factors as individual past performance, changes in responsibilities,
changes in competitive pay levels and inflation. These conclusions have
generally been reached by the Committee on a subjective basis. In addition, the
Committee has from time to time, as it deemed appropriate, referred to outside
survey data and consulted with independent compensation specialists in
evaluating the Company's executive officer base salary levels. Aspects of the
compensation payable to certain executive officers of the Company (including Mr.
Kline) are also governed by employment contracts with such persons. See
"-- Employment Contracts; Incentive Compensation Program."
During fiscal 1996, the Chief Executive Officer, Mr. Ramsbottom, and Mr.
Kline, were each paid a yearly base compensation of $235,000, the same base
salary as the prior year. Effective November 20, 1996, Mr. Kline's base salary
was increased to $250,000 per annum in conjunction with being named Chairman of
the Board and Chief Executive Officer of the Company. This increase reflects,
among other things, the increased responsibility as the senior officer of the
Company as it continues to grow. During the current fiscal year, revenues of the
Company were $178 million, a 35% increase over the prior year. The determination
of base salary for Mr. Kline involves subjectivity on the part of the Committee,
however considerable weight is given by the Committee to the vision and unique
abilities believed possessed by him.
Incentive Compensation Plan. The Committee administers the Company's
Incentive Compensation Plan for Senior Executives (the "Incentive Plan"),
pursuant to which the Committee determines the amount of incentive compensation
payable upon attainment of specified Company performance objectives, subject to
the discretion of the Committee. Incentive compensation opportunities, which are
limited to a maximum of 100% of an executive's base salary, are set by the
Committee for each eligible executive, taking into account the executive's level
of responsibility and ability to affect overall Company financial performance.
The performance objectives, which are measures believed by the Committee to have
the greatest positive effect on the Company's stockholder value, are: (i)
earnings growth, (ii) revenue growth and (iii) return on invested capital. The
incentive opportunity available to be earned by an eligible executive under the
Incentive Plan is a specified percentage of the executive's base salary as of
the end of the fiscal year. To the extent the Company's performance against the
objectives meets or exceeds certain threshold levels, an incentive bonus is
earned by the executive. Accordingly, an executive's incentive compensation
correlates to the Company's actual performance within a given range of financial
performance objectives. The Committee may also adjust an incentive bonus, in the
Committee's discretion, based on the achievement of non-financial objectives.
For fiscal year 1996 the Company did not accrue bonuses for either of
Messrs. Ramsbottom or Kline.
Long-Term Incentives. The Company uses stock option grants to provide
additional incentives for creation of, and increase in, long-term stockholder
value and to link management and stockholder interests. From the Company's
initial public offering in November 1994 through the end of fiscal 1996, the
Committee has awarded to the Company's Named Executive Officers options to
purchase 548,690 shares of the Company's common stock pursuant to the 1994 Plan,
of which options on 222,333 shares were awarded to each of Messrs. Ramsbottom
and Kline.
The Committee administers the 1994 Plan and is responsible for determining,
among other things, eligibility to participate, the terms of the options and the
number of shares subject to option grants. Option grants to executives in fiscal
1996 are based primarily on assessment of the contribution by each executive to
11
<PAGE> 14
the Company's success, as well as such executive's prospects for the future and
value to the Company, and also take into account the amount of options or stock
already owned by the executive. There were no option awards to Messrs.
Ramsbottom and Kline in fiscal 1996.
December 30, 1996
<TABLE>
<S> <C>
Frank C. Alexander John D. Roach
David L. Ferguson Louis A. Simpson
</TABLE>
The Board Compensation Committee Report on Executive Compensation shall not
be deemed incorporated by reference by any general statement incorporating by
reference this Proxy Statement into any filing under the Securities Act of 1933,
as amended (the "Securities Act"), or the Exchange Act, and shall not otherwise
be deemed filed under such Acts.
12
<PAGE> 15
STOCK PERFORMANCE GRAPH
The Stock Performance Graph below shall not be deemed incorporated by
reference by any general statement incorporating by reference this Proxy
Statement into any filing under the Securities Act or under the Exchange Act,
except to the extent the Company specifically incorporates this information by
reference, and shall not otherwise be deemed filed under such Acts.
The following graph compares the Company's cumulative total stockholder
return on its Common Stock (no dividends have been paid thereon) with the
cumulative total return, assuming reinvestment of dividends, of (i) the Center
for Research in Security Prices ("CRSP") Index for Nasdaq Stock Market (US
companies) and (ii) the CRSP Index for the Nasdaq Stock Market -- Nonfinancial
Companies. The presentation assumes $100 was invested on November 8, 1994 (the
date the Common Stock commenced trading on the Nasdaq National Market). The
lines shown present quarterly index levels derived from daily returns that
include all dividends.
The historical stock price performance of the Common Stock shown on the
Stock Performance Graph set forth below is not necessarily indicative of future
stock price performance.
COMPARISON OF CUMULATIVE TOTAL RETURN
<TABLE>
<CAPTION>
MEASUREMENT PERIOD NASDAQ - US NASDAQ -
(FISCAL YEAR COVERED) THOMPSON COMPANIES NON-FINANCIAL COMPANIES
<S> <C> <C> <C>
11/7/94 100 100 100
DEC-94 122 99 99
MAR-95 132 108 108
JUN-95 150 123 125
SEP-95 156 136 139
DEC-95 127 140 138
MAR-96 120 146 145
JUN-96 109 158 158
SEP-96 91 164 162
</TABLE>
13
<PAGE> 16
CERTAIN TRANSACTIONS
In connection with his resignation as an officer of the Company and each of
its subsidiaries, the Company and D. Hunt Ramsbottom, Jr. are parties to an
executive separation agreement pursuant to which Mr. Ramsbottom will receive
$5,000 per month from January 1, 1997 through December 31, 1998 and will also be
entitled to continue to receive benefits under the Company's stock plans. The
Company has also agreed, under certain circumstances, to register the resale of
up to 48,139 shares of Common Stock which Mr. Ramsbottom may acquire pursuant to
outstanding options. In addition, Mr. Ramsbottom, will be entitled to receive
standard compensation as a non-employee member of the Board of Directors. See
"Executive Compensation -- Director Compensation."
The Company has loaned to Mr. Ramsbottom an aggregate of $146,016. The
loans are evidenced by notes bearing interest at 7.5% per annum on $125,000 of
such amount and 6.0% on the balance. As of September 30, 1996, $146,016 was
outstanding at the foregoing interest rates. All amounts due and owing under
such notes are scheduled to be repaid on or before March 31, 1997.
Subsequent to September 30, 1996, a limited liability company of which Mr.
Ramsbottom is the sole managing member (the "Ramsbottom LLC") participated in
the recapitalization of a customer of the Company in connection with which the
Ramsbottom LLC acquired a significant minority interest in, and Mr. Ramsbottom
became an officer and director of, the customer. During fiscal 1996, purchases
made by the customer accounted for less than one percent of the Company's
revenues on arms-length terms. Mr. Kline is a non-voting member in the
Ramsbottom LLC and has no right to participate in the management of that entity
or the customer; his indirect beneficial interest represents less than 10
percent of the customer's fully diluted equity.
During fiscal 1996, the Company sold substantially all of the assets of the
wholesale distribution business of its wholly-owned Florida subsidiary, Central
PBE, Inc., to National PBE, Inc., an entity in which Robert B. Smithwick, a
former officer of the Company, and the brother-in-law of Mr. Ramsbottom, have an
interest in. The Company received $120,000 in cash and a promissory note for
$1,080,000, which note bears interest at 7% per annum and is due and payable in
full on January 31, 1997. The note is collateralized in part by the pledge by
Mr. Smithwick of Common Stock in the Company held by him and the maturity date
can be extended for two, ninety-day periods under certain conditions. Among
other things, the sales agreement requires that the Company make annual
purchases of at least $5,000,000 from National PBE, Inc. through fiscal year
2000.
14
<PAGE> 17
COMPLIANCE WITH SECTION 16(A) UNDER THE
SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Exchange Act requires the Company's directors and
executive officers, and persons who own more than ten percent of a registered
class of the Company's equity securities ("Insiders"), to file with the
Commission initial reports of changes in ownership of Common Stock. Insiders are
required by the Commission's regulations to furnish the Company with copies of
all Section 16(a) reports filed by such persons.
To the Company's knowledge, based solely on its review of the copies of
such reports furnished to the Company, during the fiscal year ended September
30, 1996 all Section 16(a) filing requirements applicable to Insiders were
complied with.
INDEPENDENT PUBLIC ACCOUNTANTS
The Company's auditors for the fiscal year ended September 30, 1996, were
Deloitte & Touche LLP. A representative of Deloitte & Touche LLP will be present
at the Meeting, will have an opportunity to make a statement if he so desires
and is expected to be available to respond to appropriate questions.
ANNUAL REPORT
The Company's Annual Report to Stockholders for the fiscal year ended
September 30, 1996, (the "1996 Annual Report") is being mailed to stockholders
with this proxy statement. The 1996 Annual Report contains consolidated
financial statements for the Company and its subsidiaries and the report thereon
of Deloitte & Touche LLP, independent accountants.
STOCKHOLDER PROPOSALS FOR 1998 ANNUAL MEETING
In order for a stockholder proposal to be included in the Board of
Directors' Proxy Statement for the 1998 Annual Meeting of Stockholders, such
proposal must be received at 4553 Glencoe Avenue, Suite 200, Marina del Rey,
California 90292, Attention: Corporate Secretary, no later than the close of
business on September 15, 1997 and must otherwise comply with the applicable
provisions of the Exchange Act and the Company's Bylaws. In addition, the
Company's Bylaws also contain provisions requiring advance notice of any matters
to be brought before an annual meeting by stockholders.
OTHER MATTERS
The Board of Directors does not know of any other matter which will be
brought before the Meeting. However, if any other matter properly comes before
the Meeting, or any adjournment or postponement thereof, which may properly be
acted upon, the proxies hereby will be voted on such matter in accordance with
the discretion of the proxy holders named therein.
You are urged to sign, date and return the enclosed proxy in the envelope
provided. No further postage is required if the envelope is mailed within the
United States. If you subsequently decide to attend the Meeting and wish to vote
your shares, you may do so. Your cooperation in giving this matter your prompt
attention will be appreciated.
BY ORDER OF THE BOARD OF DIRECTORS
Mortimer A. Kline, III
Chairman of the Board, President and
Chief Executive Officer
January 10, 1997
15
<PAGE> 18
PROXY
THOMPSON PBE, INC.
ANNUAL MEETING OF STOCKHOLDERS
FEBRUARY 26, 1997
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned stockholder of Thompson PBE, Inc., a Delaware
corporation (the "Company"), hereby acknowledges receipt of the Notice of
Annual Meeting of Stockholders and Proxy Statement, each dated January 10,
1997, and appoints Mortimer A. Kline, III and Charles E. Barrantes, or either
of them, proxies with full power of substitution, on behalf and in the name of
the undersigned, to represent the undersigned at the Annual Meeting of
Stockholders of the Company to be held Wednesday, February 26, 1997, at
10:00 A.M. (local time) at the Company's offices located at 4553 Glencoe
Avenue, Suite 200, Marina del Rey, California 90292 and at any adjournment or
postponement thereof, and to vote all shares of Common Stock which the
undersigned would be entitled to vote if personally present on the matters set
forth below:
IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON ANY
OTHER MATTERS WHICH MAY PROPERLY COME BEFORE THE MEETING OR AT ANY ADJOURNMENT
OR POSTPONEMENT THEREOF. THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE
ELECTION OF THE NAMED DIRECTORS.
COMMENTS/ADDRESS CHANGE: Please mark comment/address box on reverse side
(Continued and to be signed on other side)
- ------------------------------------------------------------------------------
-- Fold and Detach Here --
<PAGE> 19
Please mark ---
your votes as
indicated in X
this example. ___
WITHHELD
FOR FOR ALL
Election of directors duly nominated: ----- -----
Mortimer A. Kline, III, David L. Ferguson,
D. Hunt Ramsbottom, Jr., ----- -----
Louis A. Simpson, Frank C. Alexander,
John D. Roach
WITHHELD FOR: (Write that nominee's name
in the space provided below).
_________________________________________
-----
I PLAN TO ATTEND MEETING
_____
COMMENTS/ADDRESS CHANGE -----
Please mark this box if you
have written comments/ _____
address change on the
reverse side.
This proxy will be voted as directed or, if no
contrary direction is indicated, will be voted
FOR the election of the directors.
PLEASE COMPLETE, DATE, SIGN AND MAIL THIS PROXY
CARD PROMPTLY IN THE ENCLOSED ENVELOPE.
Signature(s)_______________________________________________ Date _____________
NOTE: Please sign exactly as shown at left. If stock is jointly held, each
owner should sign. Executors, administrators, trustees, guardians, attorneys
and corporate officers should indicate their fiduciary capacity or full title
when signing.
- -------------------------------------------------------------------------------
-- FOLD AND DETACH HERE --
