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
[ x ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to S240.14a-11(c) or S240.14a-12
TITAN TECHNOLOGIES, 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] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or Item
22(a)(2) of Schedule 14A. Paid by electronic transfer.
[ ] $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:
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:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
May 8, 1998
Dear Shareholders:
Perhaps now is the time to review the past, to look at the goals we
originally set for ourselves, and to see where we are at the present.
Early on management knew that the Company had to build a full scale R&D
plant to address all of the questions that were generated when it demonstrated
its smaller prototype units. Management also had to address the problem of
separating carbon black from the steel recovered by the units. It took more than
two years to build, experiment with and modify this phase of the program.
Our Korean Plants.
- ------------------
Dong Kook Steel, a Korean corporation, came on the scene prior to the
Company finishing the final modifications on its units. At that time the Company
needed to make either a private placement or a public offering of its shares to
get the money to carry on its R&D efforts. This was great for the Company. The
Koreans paid us money, with out assistance built two plants that let us test and
modify the technology and demonstrate the two completed plants to the world.
The only unfortunate part of the Korean association was that they wanted to
try all kinds of different approaches to the use of our technology. None of
those approaches benefited the process, but it did delay the final completion of
the plants. The best thing that came out of this delay was that Dana Finley and
Jeff Wilder, two of our employees, developed a superior feeder and discharge
system for the plants. This advance was patented and assigned to the Company.
The Austrian Plant.
- -------------------
Also during the time that the Korean plants were under construction and
testing, Dr. Ronald Allred, one of our directors, began, under contract with the
Company and his company, Adherent Technologies, to experiment with the Company's
basic process to determine its ability to recycle waste plastics. Adherent
obtained research grants for the purpose of advancing the technology into other
profitable waste recycling areas. This research, which we consider invaluable to
our Company, is now going forward with the planning and development of a
plastics recycling plant. Dr. Allred has let any prospective purchasers of the
Company's technology have access to Adherent Technologies' laboratories for
examination of the technology. Dr. Allred and Adherent Technologies' assistance
has been without cost to the Company.
About the time that the Korean plants were completed, the Company
contracted to build a plant in Austria. Funding in the amount of approximately
$2.5 million dollars was promised by a Florida company, but that financing never
happened and resulted in the law suit discussed in the Proxy Statement under the
heading "Litigation." Fortunately for the Company another interested party came
forward to assist in the financing and the project is well under way. There have
been delays in the project, such as three site changes, but as it turned out,
those delays actually permitted the project to be approved under the European
Community Standards, which in turn qualifies the Company's plants for sale all
over Europe. The Austrian project should, barring unforeseen delays, be
completed by the end of the year. The Company is assured by its Austrian
associates that five other plants should be constructed in Europe after the
Austrian plant is in operation.
Other Current Projects.
- -----------------------
Management anticipates that the Company will, in the near future, enter
into a contract for construction of one of our plants in Portugal. When this
project is undertaken, it will result in revenue to the Company of approximately
$1.1 million and a retained royalty on products produced and sold from the
plant.
For about the last year we have been discussion establishing a plant with
the City of Niagara, New York If this project is undertaken, it will be the
first plant to be established in the United States.
The Company's plastics and oil recovery technology is now sufficiently
established that the Company will begin marketing recycling and recovery plants
using that technology.
I passionately believe in the Company's future. There will be more delays
and lean times as we move forward. Because of the stage of our business I
believe that is inevitable. However, I believe those times and delays will
eventually pass. Our technology can treat the streams of waste created by tires,
plastics, electronics and oil. The technology has great value to the Company
and, unless two thirds of all of us agree, will always be owned by the Company.
I hope that each one of you can attend the meeting. I know that will not be
possible for many of you, so I encourage you to return your proxy so your vote
will count at the meeting.
Ronald L. Wilder, President
TITAN TECHNOLOGIES, INC.
3202 Candelaria, N.E.
Albuquerque, New Mexico 87107
PROXY STATEMENT
AND
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To be held on June 9, 1998
The Annual Meeting of Shareholders of TITAN TECHNOLOGIES, INC. ( the
"Company") will be held on June 9, 1998, at the Company's officers 3206
Candelaria Road, N.E., Albuquerque, New Mexico 87107, at 9:30 a.m., New Mexico
time, to act upon the following:
(1) To elect three Directors; and
(2) To consider such other business as may properly come before the Annual
Meeting.
Details relating to the above matters are set forth in the attached Proxy
Statement. The Board of Directors is not aware of any other matters to come
before the Annual Meeting. Only shareholders of record at the close of business
on May 5, 1998 (the "Record Date"), are entitled to vote at the Annual Meeting.
Shares cannot be voted except in person unless a signed proxy is provided or
other arrangements are made to have the shares represented at the Meeting.
IMPORTANT: WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, WE URGE YOU TO SIGN,
DATE, AND RETURN THE ENCLOSED PROXY WITHOUT DELAY. THE COMPANY HAS FURNISHED FOR
YOUR CONVENIENCE A PRE-ADDRESSED ENVELOPE IN WHICH TO RETURN YOUR PROXY. PLEASE
MAIL IN YOUR PROXY TODAY. YOUR PROMPT RETURN OF THE ENCLOSED PROXY WILL SAVE THE
COMPANY THE NECESSITY AND EXPENSE OF FURTHER SOLICITATIONS TO OBTAIN A QUORUM AT
THE ANNUAL MEETING.
Sincerely,
Ronald L Wilder, President
Albuquerque, New Mexico, May 5, 1998
PROXY STATEMENT
TITAN TECHNOLOGIES, INC.
3202 Candelaria, N.E.
Albuquerque, New Mexico 87107
PERSONS MAKING THE SOLICITATION
The Board of Directors (the Board") of Titan Technologies, Inc. (the
"Company") solicits the enclosed proxy for use at the Annual Meeting of
Shareholders of the Company, to be held on June 9, 1998, at the Company's
offices , 3206 Candelaria, N.E. Albuquerque, New Mexico 87107, at 9:3O a.m., New
Mexico time, and at any postponement(s) or adjournment(s) of the Annual Meeting.
METHOD OF SOLICITATION
Solicitation will be made primarily by mail, commencing on or about May 8,
1998, but may also be made by telephone or oral communications by directors,
officers and employees of the Company. The Company estimates that the total
amount to be spent in connection with the solicitation, excluding salary paid to
officers and regular employees, may be from $5,000 to $50,000, depending on
whether this solicitation is contested. The Company will pay all costs of its
solicitation efforts.
PROXIES AND VOTING AT THE MEETING
There are 24,134,411 shares of no par value common stock issued and
outstanding. A majority of those shares, counted in the aggregate, must be
represented in person, or by proxy at the Annual Meeting in order to hold the
Annual Meeting. Only shareholders of record at the close of business on May 5,
1998, are entitled to vote at the Annual Meeting. Because many shareholders
cannot attend the Annual Meeting, a large number must be represented by proxy.
Shareholders are encouraged to sign and return their proxies promptly,
indicating the manner in which they wish their shares to be voted. The proxy
agents will vote the shares represented by the proxies according to the
instructions of the persons giving the proxies. Unless other instructions are
given, votes will be cast:
1. For the election of the five nominees for Director presented later in this
Proxy Statement. To be elected as a director, a nominee must receive the
votes of a majority of the shares represented at the Meeting. If, for any
reason any of the nominees become unavailable for election, which the Board
does not anticipate, the proxies will be voted for a substitute nominee to
be designated by the Board.
2. For the transaction of such other business as may properly come before the
Annual Meeting or any postponement(s) or adjournment(s) of the Annual
Meeting.
To be elected, nominees for seats on the Board of Directors must receive
the affirmative vote of a majority of the votes cast in person and by proxy at
the meeting. To be passed, any other item that comes before the shareholders
must also receive the affirmative vote of a majority of the votes cast in person
and by proxy at the meeting.
Election inspectors will be appointed at the meeting. Such Inspectors will
determine the validity of proxies and will receive, canvas and report to the
meeting the votes cast by the shareholders on each item brought before the
shareholders for vote. No shares of the Company's stock can be voted by any
person who is not the record owner or voting under authority granted by the
record owner. All returned proxies are counted toward the required quorum or the
required majority of shares present at the meeting for election of directors. If
any shareholder returns a proxy without indicating his directions whether the
proxy should be voted for or against any item or voted for or withheld from
voting on any item, the proxy will be voted by the proxy agents for management's
nominees for director and in the agents' discretion on any other matter coming
before the meeting.
Any Shareholder returning a proxy has the power to revoke that proxy at any
time before it is voted, by delivery of a written notice of revocation, signed
by the shareholder, to the Secretary of the Company; by delivery of a signed
proxy bearing a later date; or by attending the Annual Meeting and voting in
person. Any proxy which is not revoked will be voted at the Meeting.
The Annual Meeting will be conducted in accordance with an agenda which
will be conspicuously posted at the Annual Meeting. Participation at the meeting
will be encouraged but will be limited to shareholders and holders of valid
proxies for shareholders. the Meeting will start promptly at 9:30 a.m.
ELECTION OF DIRECTORS
At the annual meeting, the shareholders will elect three Directors to each
serve until the next annual or special meeting of shareholders at which
directors are elected. The Board of Directors of the Company has nominated
Ronald L. Wilder, Ronald E. Allred and Jelle deBoer to be Management's slate of
candidates. Mr. Wilder and Dr. Allred are current Directors. Dr. de Boer is a
former director. The Company's nominees have consented to be nominated and to
serve if elected. Management's nominees are:
Ronald L. Wilder, the President and Chief Operating Officer of the Company, is
62 years of age and has been employed by the Company since 1986. Mr. Wilder and
another person acted as the Company's board of directors from 1986 until a new
slate of directors was elected by the company's shareholders on November 13,
1992. Following the election, the new board of directors voted to retain Mr.
Wilder as the Company's President and Chief Operating Officer. Mr. Wilder was a
founder of TRTC and serves on TRTC's board of directors. Mr. Wilder attended the
University of Southern California from 1954 to 1957 where he studied geology. He
served as President and a director of Solar Age Industries, Inc. from 1978 to
1986. Prior to being employed by Solar Age Industries, Inc., Mr. Wilder owned
and or operated public or private corporations in the cattle, Indian art and
financial service businesses. Since the resignation of Mr. Bruce Clark, Mr.
Wilder also serves as the Company's secretary/treasurer and Chief Financial
Officer.
Dr. Ronald E. Allred, was elected to the Company's board of directors by the
Company's shareholders on November 13, 1992. Dr. Allred is 51 years of age and
holds a B.S. degree in Chemistry and a MS degree in Nuclear Engineering from the
University of New Mexico and a Sc.D. degree in Polymerics from MIT. He was
employed by Sandia National Laboratory as a Technical Staff member from July of
1969 to August of 1986. from December of 1986 to January of 1991 he was employed
as the director of the Material Department of PDA Engineering in Costa Mesa
California, and since January of 1991 has been employed as the President of
Adherent Technologies in Albuquerque, New Mexico.
Dr. Jelle deBoer, who is 75 years old, was first elected to the Registrant's
board of directors by the Registrant's Directors on January 4, 1994 and served
until October 10, 1997, when he resigned because of health matters. He recently
agreed to serve again as a director if the shareholders should elect him to the
board once again. Dr. deBoer holds a B.S. degree in Biology, a M.S. degree in
Radiation Biology and a Ph.D. degree in Radiation Biology, as well as
specialized courses in Environmental Sciences. Dr. deBoer was employed by the
U.S. Air Force for more than 25 years as a Research Scientist.
No family relationship exists between any of the Company's officers and
directors.
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
The company's No Par. Value Stock is its only class of voting securities
outstanding. Only shareholders of record at the close of business on the Record
Date, will be entitled to vote at the Annual meeting and at any adjournment
thereof. As of Record Date there were 24,135,411 such shares were outstanding
and entitled to vote at the meeting. Each such share is entitled to one vote on
each matter coming before the Meeting.
Security Ownership of Certain Beneficial Owners and Management:
The following table sets forth, as of the Record Date the beneficial
ownership of the Company's No Par Value Stock by each nominee and by all
officers and Directors as a group. The information as to beneficial stock
ownership is based on data furnished by each person. Each person has sole voting
and investment power as to all shares unless otherwise indicated.
NOTE: "Beneficial ownership" of stock, as defined by the Securities and Exchange
Commission, includes stock which is not outstanding and not entitled to vote or
receive dividends, but which an individual has the right to acquire within 60
days pursuant to a vested stock option. There are no unexercised stock options
now issued or outstanding. The Company may issue stock options in the future as
circumstances dictate.
(1) (2) (3) (4)
Title of Class Name and Amount and Percent
Address of Nature of of Class
Beneficial Beneficial
Owner Ownership
No Par Ronald L. Wilder 123,500 (direct) .5
Value Common 3202 Candelaria, N.E. 1,400,000* (indirect) 5.80
Albuquerque,
New Mexico 87107
No Par Dr. Ronald E. Allred 216,000 (direct) .8
value common 9621 Camino del Sol, N.E.
Albuquerque,
New Mexico 87111
No Par Jelle deBoer 143,000 (direct) .6
Value Common 1716 Valencia, N.E.
Albuquerque,
New Mexico 87110
No Par value Officers and Directors 482,500 (direct) 2.0
Common Stock (six persons) and
owned of record 1,400,000* (indirect) 5.8
______
* Shares are owned by Mr. Wilder's family members who look to Mr. Wilder for
advice in voting their shares.
Other persons owning 5% or more of the Company no par value common stock:
The only other persons known by the Company to own 5% or more of its issued
and outstanding no par value common stock are the following:
(1) (2) (3) (4)
Title of Class Name and Amount and Percent
Address of Nature of of Class
Beneficial Beneficial
Owner Ownership
No Par Wolfgang Rieger 3,111,111 (direct) 12.9
value common Gesmb H
Kohlmarkt 5/12
Vienna, Austria
No Par Josef R. Strauss 3,100,000* (direct) 12.9
value common 1243 Plumosa Dr.
Ft. Myers,
Florida 33901
Meetings of the Board:
The Board held four meetings during the last fiscal year and all directors
were in attendance at those meetings. Typically the board acts in an informal
way and conducts its business through consent meetings following such telephonic
discussions as each director feels may be necessary for him to have an
understanding of the proposals to which his consent may be requested. During the
last fiscal year, the Directors had no consent meetings.
The Board has no audit, nominating, compensation committee, or other committees.
EXECUTIVE COMPENSATION
Over the past three years, the Company's executive officers were paid as
follows:
<TABLE>
<CAPTION>
Long Term Compensation
Annual Compensation Awards Payouts
(a) (b) (c) (d) (e) (f) (g) (h) (i)
Other Securities
Name Annual Restricted Under- All Other
and Compen- Stock lying LTIP Compen-
Principal sation Award(s) Options/ Payouts sation
Position Year Salary($) Bonus($) ($) ($) SARS (#) ($) ($)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Ronald L. Wilder .............. 1995 $30,000 -0- -0- -0- -0- -0- -0-
President ..................... 1996 $36,000 -0- -0- -0- -0- -0- -0-
and COO ....................... 1997 $36,000 -0- -0- -0- -0- -0- -0-
Bruce L. Clark* ............... 1995 $30,000 -0- -0- -0- -0- -0- -0-
Secy., Treas., ................ 1996 $36,000 -0- -0- -0- -0- -0- -0-
and CFO ....................... 1997 $36,000 -0- -0- -0- -0- -0- -0-
</TABLE>
- -----------------
* On April 8, 1998, Mr. Clark resigned as an officer and as a director.
In the future, the Registrant's employees, including the Registrant's
officers, may also receive such bonuses and salary increases as the Board of
Directors, in its sole discretion, may award. The Registrant may in the future
grant cost-of-living or merit increases, even though such increases are not
currently contemplated and may provide health insurance benefits to the officers
and Directors and all other full time employees and their dependents. The
Registrant presently has no retirement, bonus, profit sharing, stock option or
other compensation plan. The Registrant may in the future, and with the approval
of the Registrant shareholders, establish an Employee Stock Ownership Plan and
stock option plan or similar program to benefit its key employees, the specific
terms of which have not presently been determined. Other than what is discussed
above, the Registrant has no retirement, pension, profit sharing, stock option
or similar program for the benefit of its officers, directors or employees, and
there are currently no plans, arrangements, commitments or understandings with
respect to the establishment of any such program.
LEGAL PROCEEDINGS
The only legal proceedings to which the Registrant is a party or of which
any of its property is subject are pending or known to be contemplated is the
following:
On February 12, 1998, the Registrant filed an action in the Second Judicial
District Court for Bernalillo County, New Mexico, (Civil Action CV-98-182
LH/LCS) against Josef Strauss and Environmental Solutions Agency (a/k/a ESA
World Trade), alleging fraud, breach of contract, conversion, and breach of
oral agreement in connection with contracts and agreements for the sale
and/or licensing of the Registrants's TRTC technology and certain
geographic marketing rights and raising capital funds for recycling plants
in Europe. The suit seeks compensatory and punitive damages in excess of
$50,000 plus attorney fees. Due to the early state of this litigation,
management cannot estimate when a trial on the merits may occur or the
likelihood of success or the amount of any verdict favorable to the
Registrant.
The Registrant knows of no other legal proceedings pending or threatened,
or judgment against any director or officer of the Registrant in their capacity
as such.
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
Grant Thornton LLP, certified public accountants, has provided services to
the Company during the past fiscal year, which included the examination of the
Company's consolidated financial statements included in the Annual Report to
Shareholders and Annual Report on Form 10-KSB. A representative of Grant
Thornton LLP will be present at the Annual Meeting, will be available to respond
to appropriate questions concerning the financial statements of the Company, and
will have the opportunity to make a statement if the representative desires to
do so.
ANNUAL REPORT
The Registrant delivered a copy of its Annual Report on Form 10-KSB to
every shareholder of record on March 19, 1998. Any shareholder who became a
holder of record after that date who is a record holder on the Record Date will
receive a copy of the Annual Report on Form 10-KSB with the mailing of this
proxy statement. Any shareholder who wants an additional copy should request the
copy from Mr. Ronald W. Wilder at the address set forth on the first page of
this Statement. PROXY MATERIALS FOR NEXT ANNUAL MEETING
PROXY MATERIALS FOR NEXT ANNUAL MEETING
Shareholder proposals for consideration at the next Annual Meeting, which
the company expects to hold in December, 1998, must be received by the Company
no later than August 31, 1998. In order for such proposals to be included, they
must be legal and must comply with the Rules and Regulations of the Securities
and Exchange Commission.
OTHER BUSINESS
The Board knows of no other business which is to be presented at the Annual
Meeting. However, if other matters should properly come before the Annual
Meeting, the persons named in the proxy will vote on those matters according to
their judgment.
By Order of the Board of Directors
Ronald L. Wilder, President
Albuquerque New Mexico, May 5, 1998
ON WRITTEN REQUEST, THE COMPANY WILL PROVIDE, WITHOUT CHARGE, A COPY OF ITS
ANNUAL REPORT ON FORM 10-KSB FOR THE FISCAL YEAR ENDED JULY 31, 1997, FILED WITH
THE SECURITIES AND EXCHANGE COMMISSION (INCLUDING THE FINANCIAL STATEMENTS AND
THE SCHEDULES THERETO) TO ANY RECORD HOLDER OR BENEFICIAL OWNER OF THE COMPANY'S
SHARES AS OF THE CLOSE OF BUSINESS ON May 4, 1998. ANY EXHIBIT TO THE ANNUAL
REPORT ON FORM 10-KSB WILL BE PROVIDED ON REQUEST UPON PAYMENT OF THE REASONABLE
EXPENSES OF FURNISHING THE EXHIBITS. ANY SUCH WRITTEN REQUEST SHOULD BE
ADDRESSED TO RONALD L. WILDER, PRESIDENT, TITAN TECHNOLOGIES, INC., 3206
CANDELARIA ROAD, N.E., ALBUQUERQUE, NEW MEXICO 87107.
PROXY
FOR THE ANNUAL MEETING OF SHAREHOLDERS OF TITAN TECHNOLOGIES., INC. to be
held at 9:30 a.m., June 9, 1998, in the Company's offices at 3206 Candelaria
Road, N.E., Albuquerque, New Mexico 87107.
This Proxy is solicited by Management. Management recommends that you vote
"Yes" for the election of each Management Candidate.
THE UNDERSIGNED HEREBY APPOINTS AS PROXIES, Ronald L. Wilder and Ronald E.
Allred, and each of them, each with the power to appoint his substitute, and
hereby authorize them to represent and to vote, as designated below, all of the
stock of Titan Technologies, Inc. owned of record by the undersigned on May 5,
1998, at the 1997 Annual Meeting of Shareholders to be held on June 9, 1998, and
at any postponement(s) or adjournment(s) thereof, for the election of three
Directors and to vote upon any other matters which may properly come before the
Meeting, subject to any directions in this proxy.
THIS PROXY REVOKES ALL PROXIES PREVIOUSLY GRANTED BY ME FOR ANY PURPOSE.
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 ELECTION OF RONALD L. WILDER, RONALD E. ALLRED AND JELLE AS THE
COMPANY'S DIRECTORS AND IN THE DISCRETION OF THE PERSONS NAMED AS PROXIES HEREIN
ON ANY OTHER MATTER BROUGHT BEFORE THE MEETING.
ELECTION OF DIRECTORS:
VOTE MY STOCK FOR THE FOLLOWING THREE NOMINEES:
[ ] RONALD L. WILDER - RONALD E. ALLRED - JELLE deBOER
[ ] NO: WITHHOLD AUTHORITY TO VOTE FOR ALL CANDIDATES LISTED ABOVE.
INSTRUCTIONS: If you do not want your stock voted for any individual listed
above, line through that Nominees name.
OTHER MATTERS THAT MAY COME BEFORE THE MEETING:
If any other matters are properly brought before the Meeting (or any
adjournments of the Meeting) in their discretion, the persons named as Proxies
or their substitutes are authorized to vote upon such other matters in their
discretion.
[__] GRANTED
[__] WITHHELD
Sign below as your name appears on the label. If there is no label, sign your
name as you normally sign your name and date your proxy.
__________________________________________
Signature
DATE _________________________________, 1998
__________________________________________
Signature of co-owner (if applicable)
DATE _________________________________, 1998
When signing as attorney, executor, administrator, trustee or guardian, please
sign title as such. If a corporation, please sign in full the corporation's name
by President or other authorized officer. If a partnership, please sign in the
partnership name by authorized person. If anyone other than the shareholder(s)
named on the above label is signing this proxy, indicate the capacity in which
you are signing,
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY PROMPTLY USING THE ENCLOSED
ENVELOPE. YOUR STOCK CANNOT BE VOTED UNLESS YOU VOTE IN PERSON AT THE ANNUAL
MEETING OR YOU RETURN A SIGNED AND DATED PROXY BY THE TIME OF VOTING AT THE
ANNUAL MEETING.
