SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
[X] Filed by the Registrant
[ ] 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 toss.240.14a-11(c) orss.240.14a-12
DETOUR MAGAZINE, INC.
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(Name of Registrant as Specified in Its Charter)
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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
[ ] $125 per Exchange Act Rules O-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
[ ] Fee computed on table below per Exchange Act Rule 14a-6(i)(4) and O-11.
1) Title of each class of securities to which transaction applies:
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2) Aggregate number of securities to which transaction applies:
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3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule O-11 (Set forth the
amount on which the filing fee is calculated and state how it
was determined):
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4) Proposed maximum aggregate value of transaction:
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5) Total fee paid:
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[ ] Fee paid previously by written 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>
DETOUR MAGAZINE, INC.
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Be Held _____________________, 2001
TO OUR SHAREHOLDERS:
Notice is hereby given that the 2000 Annual Meeting of Shareholders of
Detour Magazine, Inc. ("Detour") will be held at the Company's principal offices
at 7060 Hollywood Blvd., Suite 1150, Los Angeles, California 90028 at 9:00 A.M.
(Los Angeles Time) on ___________, _________________, 2001. The Annual Meeting
is being held for the following purposes:
1. To elect a Board of three Directors to hold office until the next
Annual Meeting of Shareholders and until their respective successors
have been elected. The persons nominated by the Board of Directors of
the Company (Messrs. Stein, Left and Nesis) are described in the
accompanying Proxy Statement;
2. To approve the Amended Articles of Incorporation of Detour to, among
other things, change the name of the corporation to "Detour Media
Group, Inc." and to increase the authorized Common Stock from
25,000,000 shares to 100,000,000 shares;
3. To approve the appointment of Grant Thornton LLP as the Company's
independent accountants, to audit the Company's books and records for
the fiscal year ending December 31, 2000; and
4. To transact such other business as may properly come before the Annual
Meeting or any of its adjournments or postponements.
Only shareholders of record of Common Stock at the close of business on
December 18, 2000, are entitled to notice of, and to vote at, the Annual Meeting
and any of its adjournments or postponements.
All shareholders are cordially invited to attend the Annual Meeting in
person. However, to ensure your representation at the Annual Meeting, you are
urged to mark, sign and return the enclosed Proxy as promptly as possible in the
postage prepaid envelope enclosed for that purpose.
BY ORDER OF THE BOARD OF DIRECTORS
Edward T. Stein
Chairman of the Board
Melville, New York
, 2000
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IN ORDER TO ENSURE YOUR REPRESENTATION AT THE MEETING, PLEASE COMPLETE, DATE,
SIGN AND RETURN THE ACCOMPANYING PROXY IN THE ENCLOSED ENVELOPE AS PROMPTLY AS
POSSIBLE. IF YOU DO ATTEND THE MEETING, YOU MAY, IF YOU PREFER, REVOKE YOUR
PROXY AND VOTE YOUR SHARES IN PERSON.
<PAGE>
DETOUR MAGAZINE, INC.
----------------
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
To Be Held _____________________, 2001
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of Detour Magazine, Inc., a Colorado
corporation ("Detour" or the "Company"), for use at the 2000 Annual Meeting of
Shareholders to be held at 7060 Hollywood Blvd., Suite 1150, Los Angeles,
California 90028 at 9:00 A.M. (Los Angeles Time) on ______________,
__________________, 2001, and at any of its adjournments or postponements, for
the purposes set forth herein and in the attached Notice of Annual Meeting of
Shareholders. Accompanying this Proxy Statement is the Board of Directors' Proxy
for the Annual Meeting, which you may use to indicate your vote on the proposals
described in this Proxy Statement.
All Proxies which are properly completed, signed and returned to the
Company prior to the Annual Meeting, and which have not been revoked, will
unless otherwise directed by the shareholder be voted in accordance with the
recommendations of the Board of Directors set forth in this Proxy Statement. A
shareholder may revoke his or her Proxy at any time before it is voted either by
filing with the Secretary of the Company, at its principal executive offices, a
written notice of revocation or a duly executed proxy bearing a later date, or
by attending the Annual Meeting and expressing a desire to vote his or her
shares in person.
The close of business on December 18, 2000, has been fixed as the record
date for the determination of shareholders entitled to notice of, and to vote
at, the Annual Meeting or any adjournments or postponements of the Annual
Meeting. At the record date, 23,914,765 shares of Common Stock, par value $.001
per share (the "Common Stock"), were outstanding. The Common Stock is the only
outstanding class of capital stock of the Company.
The Company's principal executive offices are located at 7060 Hollywood
Boulevard, Suite 1150, Los Angeles, California 90028.
VOTING PROCEDURES
A shareholder is entitled to cast one vote for each share held of record on
the record date on all matters to be considered at the Annual Meeting. A
majority of the issued and outstanding shares of Common Stock must be
represented in person or by proxy at the Annual Meeting in order to constitute a
quorum for the transaction of business. The three nominees for election as
directors at the Annual Meeting who receive the highest number of affirmative
votes will be elected. Approval of the Amended Articles of Incorporation will
require the affirmative vote of a majority of the issued and outstanding shares
of Common Stock. Abstentions and broker non-votes will be included in the number
of shares present at the Annual Meeting for the purpose of determining the
presence of a quorum. Abstentions will be counted toward the tabulation of votes
cast on proposals submitted to shareholders and will have the same effect as
negative votes, while broker non-votes will not be counted either as votes cast
for or against such matters.
This Proxy Statement and the accompanying Proxy were mailed to shareholders
on or about _______________, 2000.
<PAGE>
ELECTION OF DIRECTORS
In accordance with the Bylaws of the Company, the Company's directors are
elected at each Annual Meeting of Shareholders and hold office until the next
election of directors and until their successors are duly elected. The Bylaws of
the Company provide that the Board of Directors shall consist of one or more
directors as fixed from time to time by a vote of a majority of the entire Board
of Directors. The Board of Directors currently has fixed the number of directors
at three.
Unless otherwise instructed, the Proxy holders will vote the Proxies
received by them for the nominees named below. If any nominee is unable or
unwilling to serve as a director at the time of the Annual Meeting, the Proxies
will be voted for such other nominee(s) as shall be designated by the current
Board of Directors to fill any vacancy. The Company has no reason to believe
that any nominee will be unable or unwilling to serve if elected as a director.
The Board of Directors proposes the election of the following nominees as
directors:
Edward Stein
Andrew Left
Kevin Nesis
If elected, each nominee is expected to serve until the 2002 Annual Meeting
of Shareholders and his or her successor is duly elected and qualified. The
three nominees for election as directors at the Annual Meeting who received the
highest number of affirmative votes will be elected.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" THE ELECTION OF THE
NOMINEES LISTED ABOVE.
INFORMATION WITH RESPECT TO NOMINEES
The following table sets forth certain information with respect to the
nominees.
Year First
Elected or
Nominees Age Appointed Principal Occupation
--------------- --- ---------- ------------------------------------------
Edward T. Stein 49 1995 Edward T. Stein has been Chairman of the
Board and a director of Detour and its
predecessor since January 1995. From
November 1998 to April 1999, Mr. Stein
served as President of the Company. Since
1986, he has also been President of
Edward T. Stein Associates, Ltd., a
privately held financial services firm
engaged in money management, insurance
and financial planning located in
Melville, New York, and Prima Capital
Management Corp., an affiliated company.
Mr. Stein obtained a Bachelor of Science
degree from Rider University, where he
majored in finance. He devoted
approximately 80 hours per month to the
business of Detour during the fiscal year
ended December 31, 1999. It is expected
that Mr. Stein will devote
2
<PAGE>
Year First
Elected or
Nominees Age Appointed Principal Occupation
--------------- --- ---------- ------------------------------------------
Edward T. Stein substantially all of his business time to
(continued) the Company during the fiscal year 2000.
Andrew Left 30 1999 Andrew Left assumed the position of
President and Chief Executive Officer in
April 1999, and director in November 1999.
Mr. Left received a Bachelor of Arts
degree in political science from
Northeastern University in 1993. Since his
graduation from Northeastern University,
Mr. Left managed his family portfolio,
specifically in the stock market. During
this time he developed an expertise in
Internet companies and the Internet. Mr.
Left devotes substantially all of his
business time to the Company.
Kevin Nesis 31 1999 Kevin Nesis has been Secretary and a
director of the Company since November
1999. In addition to his positions with
the Company, since January 2000, Mr. Nesis
has been employed by Time Capital
Securities Corp., a privately held New
York corporation, where his duties
included financial services, estate and
tax planning. From April 1997 through
January 2000, Mr. Nesis was employed by
Edward T. Stein Associates, Ltd., where
his duties included financial services,
estate and tax planning. From June 1996
through March 1997, Mr. Nesis was
unemployed. Mr. Nesis received a Bachelor
of Arts degree from Boston University in
1993 and a Juris Doctor degree from New
York Law School in 1996. He also holds a
Series 7 and 63 license with the National
Association of Securities Dealers, Inc.
He devotes approximately 30% of his
business time to the business of the
Company.
Directors are elected for one-year terms or until the next annual meeting
of shareholders and until their successors are duly elected and qualified.
There are no family relationships among the officers and directors. There
is no arrangement or understanding between the Company (or any of its directors
or officers) and any other person pursuant to which such person was or is to be
selected as a director or officer.
BOARD MEETINGS AND BOARD COMMITTEES
The Board of Directors held two (2) meetings during 1999.
3
<PAGE>
PROPOSAL TO AMEND AND RESTATE THE ARTICLES OF INCORPORATION
The Board of Directors of the Company has unanimously approved certain
amendments to the Articles of Incorporation of the Company. A copy of the
Amended Articles of Incorporation is attached as Exhibit "A" to this Proxy
Statement (the "Amended Articles"). The proposed amendments are as follows:
Name Change. The Amended Articles would change the name of the Company to
"Detour Media Group, Inc." The Board determined that the new name will better
represent the Company's expansion into the Internet and custom publishing in
addition to its publication of Detour Magazine.
Increase in Number of Authorized Shares. The Amended Articles would
increase the number of authorized shares of Common Stock from 25,000,000 shares
to 100,000,000 shares. The Board determined this was necessary because the
Company will need additional shares to raise more capital. As of December 18,
2000, the Company had 23,914,765 shares of Common Stock outstanding. In
addition, the Company had outstanding warrants, options and convertible
debentures which could require the issuance of a number of shares of Common
Stock which, when added to the outstanding shares of Common Stock, would exceed
25,000,000. Further, management recognizes that, in order to allow the Company
profitable operations and implement new business strategy in areas related to
the Internet and custom publishing, it will be necessary for the Company to
raise additional equity capital of at least $2 million in addition to the funds
recently raised by the Company. Failure to obtain additional equity capital into
the Company will force management to reduce editorial expense, which may affect
the quality of the magazine, and abandon its new business strategy.
Alternatively, management may also reduce the number of copies printed, which
will result in a reduction in newsstand and advertising revenue. If these
methods are not successful, it is doubtful that the Company will be able to
survive and the Company will be forced to liquidate.
REQUIRED VOTE
The approval of the Amended Articles of Incorporation requires the
affirmative vote of a majority of the issued and outstanding shares of the
Common Stock. An abstention will be counted toward the tabulation of votes cast
and will have the same effect as a vote against the proposal. A broker non-vote,
however, will not be treated as a vote cast for or against approval of the
proposal.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE SHAREHOLDERS VOTE "FOR"
THE APPROVAL OF THE AMENDED AND RESTATED ARTICLES OF INCORPORATION.
PROPOSAL TO APPROVE INDEPENDENT PUBLIC ACCOUNTANTS
Subject to the approval of the shareholders, Grant Thornton LLP,
independent public accountants, was selected by the Board of Directors to serve
as independent public accountants of the Company for the current fiscal year
ending December 31, 2000. Grant Thornton LLP audited the Company's financial
statements for the fiscal year ended December 31, 1999.
On March 22, 2000, Marcum & Kliegman LLP, the Company's independent auditor
(the "Former Auditor") resigned. The Former Auditor's report on the Company's
financial statements for the year ended December 31, 1998, contained a "going
concern" qualification based on the net loss of the Company during 1998 and the
Company's working capital deficiency and stockholder's deficiency at December
31, 1998. During the Company's two most recent fiscal years and the period
commencing January 1, 2000 and ending March 22, 2000: (i) the Company had no
disagreements with the Former
4
<PAGE>
Auditor, whether or not resolved, on any matter of accounting principles or
practices, financial statement disclosure, or auditing scope or procedure,
which, if not resolved to the Former Auditor's satisfaction, would have caused
it to make reference to the subject matter of the disagreement in connection
with its report; (ii) and the Former Auditor did not advise the Company of any
of the events requiring reporting under Item 304(a)(iv)(B) of Regulation S-B.
Representatives of Grant Thornton LLP are expected to be present at the
Annual Meeting, and will be afforded the opportunity to make a statement if they
desire to do so, and will be available to respond to appropriate questions from
shareholders.
REQUIRED VOTE
The approval of Grant Thornton LLP as the Company's independent accountants
requires the affirmative vote of a majority of the issued and outstanding shares
of the Common Stock. An abstention will be counted toward the tabulation of
votes cast and will have the same effect as a vote against the proposal. A
broker non-vote, however, will not be treated as a vote cast for or against
approval of the proposal.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE SHAREHOLDERS VOTE "FOR"
THE APPROVAL OF GRANT THORNTON LLP AS THE COMPANY'S INDEPENDENT ACCOUNTANT.
OTHER INFORMATION
SIGNIFICANT EMPLOYEES
Barbara Zawlocki was appointed as Publisher of Detour Magazine in December
1998. From 1993 to that date, Ms. Zawlocki was employed by the Company,
including positions of Group Advertising Director, Associate Publisher and
Advertising Director. Prior to joining the Company, Ms. Zawlocki had
approximately 13 years experience in the magazine publishing industry. Ms.
Zawlocki received a Bachelors of Arts degree in marketing from New York
University in 1980. She devotes substantially all of her business time to the
Company.
Juan Morales was appointed Editor-in-Chief of Detour Magazine in July 1999.
Mr. Morales began his employment with Detour in 1993 in the positions of staff
writer, assistant editor and his current position. Mr. Morales received a
Master's Degree in Film Studies in 1986 and a Bachelor of Arts degree in English
in 1984 from UCLA. He devotes substantially all of his business time to the
Company.
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS
The following table reflects all forms of compensation for services to the
Company, for each of the Company's last three completed fiscal years, for
individuals serving as the Company's chief executive officer or acting in a
similar capacity during the last completed fiscal year, regardless of
compensation level, and the four most highly compensated executive officers of
the Company; provided, however, that no disclosure is provided for any executive
officer, other than the chief executive officer, whose total annual salary and
bonus, as so determined, does not exceed $100,000.
5
<PAGE>
<TABLE>
SUMMARY COMPENSATION TABLE
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<CAPTION>
Annual Compensation(1) Long Term Compensation
------------------------------------------ ------------------------------------
Restated Securities All Other
Other Annual Stock Underlying LTIP Compen-
Name and Principal Salary Bonus Compensation Award(s) Options/SARs Pay-outs sation
Position Year ($) ($) ($) ($) (#) ($) ($)
-------------------------- ----------------------------------------- ------------------------------------ --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Edward T. Stein, (1) 1997 $ 0 $ 0 $ 0 $ 0 0 $ 0 $ 0
President, Chairman 1998 $ 0 $ 0 $ 0 $ 0 0 $ 0 $ 0
of the Board & 1999 $ 0 $ 0 $ 0 $ 0 0 $ 0 $ 0
Director
Andrew Left (1) 1999 $ 0 $ 0 $ 0 $ 0 0 $ 0 $ 0
President & Director
Barbara Zawlocki, 1999 $60,000 $ 0 $247,166 (2) $ 0 0 $ 0 $ 0
Publisher
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<FN>
(1) Mr. Stein resigned his position as President of the Company in April 1999 and was replaced by Mr. Left at that
time.
</FN>
<FN>
(2) This compensation was in the form of commissions for ad sales, which were paid to BZI Media Services, Inc.,
Ms. Zawlocki's company.
</FN>
</TABLE>
Messrs. Stein and Left each receive an annual salary of $150,000 during the
fiscal year ending December 31, 2000. Ms. Zawlocki receives a salary of $60,000,
plus commissions which are expected to exceed $100,000. No officer or director
serves pursuant to an employment agreement.
The Company reimburses officers and directors for out of pocket expenses
incurred by each of them in the performance of their relevant duties. The
Company reimbursed Mr. Stein, Chairman of the Company, in the amounts of
$113,884 and $84,074 for such expenses during the fiscal years ended December
31, 1998 and 1999, respectively, and Ms. Zawlocki in the amount of $37,944
during the fiscal year ended December 31, 1999.
The Company has no stock plan for employees, but may adopt one in the
future.
The directors of the Company do not presently receive any cash compensation
for their services as directors.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
officers, directors and persons who own more than 10% of the Company's Common
Stock to file reports of ownership and changes in ownership with the Securities
and Exchange Commission. All of the aforesaid persons are required by SEC
regulation to furnish the Company with copies of all Section 16(a) forms they
file. During the fiscal year ended December 31, 1999, the Company experienced
changes in management. From a review of its available information, it appears
that Messrs. Left and Nesis did not file applicable Form 3's with the Commission
when they assumed their respective positions with the Company.
6
<PAGE>
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Edward T. Stein, the Company's majority stockholder, has tendered advances
to the Company for working capital purposes. At September 30, 2000, the advances
bore interest at 8% per annum and were payable on demand. In March 2000, Mr.
Stein agreed to reduce the annual interest rate to 8% from 12%, effective
January 1, 2000 and modify the repayment terms. Under the new repayment terms,
the advances are repayable in monthly principal installments of $42,000
commencing January 1, 2001. However, the Company must use at least 25% of the
net proceeds of any financing received by the Company to repay the advances.
Further, all of the advances are due and payable in full at such time as the
Company has received equity financing of at least $10 million. At September 30,
2000, $2,585,721 of principal was outstanding and classified as short-term.
Accrued interest payable to Mr. Stein at September 30, 2000 totaled $711,744.
Interest expense on the advances was $239,410 for the nine months ended
September 30, 2000.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The table below lists the beneficial ownership of the Company's Common
Stock by each person known by the Company to be the beneficial owner of more
than 5% of such securities, as well as by all directors and officers of the
issuer, as of December 18, 2000, the record date. Unless otherwise indicated,
each person listed possesses sole voting and investment power with respect to
the shares shown.
Amount and Nature of
Name and Address of Beneficial Owner Beneficial Ownership Percent of Class
-------------------------------------- -------------------- ----------------
Edward T. Stein 7,316,829 30.6%
201 N. Service Rd.
Suite 100
Melville, NY 11747
Das Werk AG 1,000,000 5.2%
SchmidtstraBe 12
60326 Frankfurt am Maine
Federal Republic of Germany
Andrew Left 400,000 2.1%
7060 Hollywood Boulevard, Suite 1150
Los Angeles, CA 90038
Kevin Nesis(1) 11,500 *
201 N. Service Rd., Suite 100
Melville, NY 11747
Koyah Leverage Partners L.P. 1,440,000 6.0%
601 W. Main Avenue
Spokane, WA 99201
All Officers and Directors 7,728,329 32.3%
as a Group (3 persons)
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* Less than 1%
7
<PAGE>
SHAREHOLDER PROPOSALS FOR 2001 ANNUAL MEETING
Any shareholder who intends to present a proposal at the next Annual
Meeting of Shareholders for inclusion in the Company's Proxy Statement and Proxy
form relating to such Annual Meeting must submit such proposal to the Company at
its principal executive offices by November 10, 2001.
SOLICITATION OF PROXIES
It is expected that the solicitation of proxies will be primarily by mail.
The cost of solicitation by management will be borne by the Company. The Company
will reimburse brokerage firms and other persons representing beneficial owners
of shares for their reasonable disbursements in forwarding solicitation material
to such beneficial owners. Proxies may also be solicited by certain of the
Company's directors and officers, without additional compensation, personally or
by mail, telephone, telegram or otherwise for the purpose of soliciting such
proxies.
ANNUAL REPORT ON FORM 10-KSB
THE COMPANY'S ANNUAL REPORT ON FORM 10-KSB, WHICH WAS FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION ON MAY 23, 2000, WILL BE MADE AVAILABLE TO
SHAREHOLDERS WITHOUT CHARGE UPON WRITTEN REQUEST TO ANDREW LEFT, PRESIDENT, 7060
HOLLYWOOD BLVD., SUITE 1150, LOS ANGELES, CALIFORNIA 90028.
ON BEHALF OF THE BOARD OF DIRECTORS
Edward T. Stein
Chairman of the Board
Melville, New York
, 2000
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8
<PAGE>
PROXY
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS OF
DETOUR MAGAZINE, INC.
The undersigned, a shareholder of Detour Magazine, Inc., a Colorado
corporation (the "Company"), hereby appoints Edward T. Stein and Kevin Nesis,
and each of them, the proxies of the undersigned, each with full power of
substitution, to attend, vote and act for the undersigned at the Annual Meeting
of Shareholders of the Company to be held on _________________________, 2001,
and any adjournments thereof, to vote and represent all of the shares of the
Company which the undersigned would be entitled to vote, as follows:
The Board of Directors recommends a WITH vote on Proposal ONE, and a FOR
vote on Proposals Two and Three.
1. ELECTION OF DIRECTORS, as provided in the Company's Proxy Statement.
|_| WITH |_| WITHOUT THE AUTHORITY TO VOTE FOR THE
NOMINEES LISTED BELOW
(INSTRUCTIONS: TO WITHHOLD AUTHORITY FOR A NOMINEE, LINE THROUGH, OR OTHERWISE
STRIKE OUT, THE NAME BELOW.)
Edward T. Stein Andrew Left Kevin Nesis
2. APPROVAL OF THE AMENDED ARTICLES OF INCORPORATION.
|_| FOR |_| AGAINST |_| ABSTAIN
3. APPROVAL OF GRANT THORNTON LLP AS THE COMPANY'S INDEPENDENT ACCOUNTANT
|_| FOR |_| AGAINST |_| ABSTAIN
The undersigned hereby revokes any other proxy to vote at such Meeting, and
hereby ratifies and confirms all that said proxy may lawfully do by virtue
hereof. With respect to such other business that may properly come before the
meeting and any adjournments thereof, said proxy is authorized to vote in
accordance with its best judgment.
This proxy will be voted in accordance with the instructions as set forth
above. THIS PROXY WILL BE CREATED AS A GRANT OF AUTHORITY TO VOTE FOR THE
ELECTION OF THE DIRECTORS NAMED ABOVE AND TO ADOPT THE AMENDED ARTICLES OF
INCORPORATION, AND AS SAID PROXY SHALL DEEM ADVISABLE ON SUCH OTHER BUSINESS AS
MAY COME BEFORE THE MEETING, UNLESS OTHERWISE DIRECTED.
IMPORTANT: Please sign name exactly as it appears below. When shares
are held by joint tenants, both should sign. When signing as attorney,
executor, administrator, trustee or guardian, please give full title as
such. If a corporation, please sign in full corporate name by president
or authorizing officer. If a partnership, please sign in partnership
name by authorized person.
SIGNATURE Date
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SIGNATURE Date
------------------------------- -------------------------------
Note: Please sign, date and return promptly in the enclosed envelope which
requires no postage if mailed in the United States.
