ROSEVILLE COMMUNICATIONS COMPANY
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To The Shareholders:
The Annual Meeting of Shareholders of Roseville Communications Company
(hereinafter called the Company) will be held at the Company's Industrial Avenue
Facility, 8150 Industrial Avenue, Building A, Roseville, California, on Friday,
June 19, 1998 at 8:00 o'clock P.M., for the following purposes:
1. To elect a Board of six (6) Directors; and
2. To transact such other business as may properly come before the meeting.
Only shareholders of record on the books of the Company as of 5:00 o'clock
P.M., April 24, 1998 will be entitled to vote at the meeting or any adjournment
thereof.
By Order Of The Board Of Directors
/s/ Thomas E. Doyle
Thomas E. Doyle
Secretary
SHAREHOLDERS WHO CANNOT ATTEND IN PERSON ARE REQUESTED TO FILL IN, DATE, SIGN
AND RETURN THE ENCLOSED PROXY AS PROMPTLY AS POSSIBLE.
Roseville, California, April 28, 1998.
ROSEVILLE COMMUNICATIONS COMPANY
P.O. BOX 969
211 LINCOLN STREET
ROSEVILLE, CALIFORNIA 95678
APRIL 28, 1998
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
This Proxy Statement is furnished in connection with the solicitation by the
Board of Directors of Roseville Communications Company (hereinafter called the
Company) to be used at the Annual Meeting of Shareholders on June 19, 1998, or
any adjournment thereof, for the purposes set forth in the foregoing notice. Any
shareholder may revoke his or her proxy at any time prior to its use by written
communication to the Secretary of the Company or by attendance at the Annual
Meeting and voting in person.
The approximate date of mailing to shareholders of Notice of Annual Meeting
and this Proxy Statement is April 28, 1998.
VOTING SECURITIES
The Company has only one class of voting security, its Common Stock, entitled
to one vote per share and, as explained below, to cumulative voting in the
election of Directors. Only shareholders of record at 5:00 o'clock P.M. on April
24, 1998, will be entitled to vote at the Annual Meeting. As of the close of
business on February 28, 1998, there were 15,815,230 shares of the Company's
Common Stock outstanding. On February 28, 1998, no person was known by the
Company to be the beneficial owner of more than five percent of its issued and
outstanding Common Stock, except as follows:
AMOUNT AND NATURE PERCENT OF
NAME AND ADDRESS OF BENEFICIAL OWNER OF BENEFICIAL OWNERSHIP CLASS
- ------------------------------------ ----------------------- ----------
Roseville Telephone Company Retirement
Supplement Plan 1,735,547(1) 11.0%
P.O. Box 969
Roseville, California 95678
__________
(1) Shared voting and investment power.
Shares cannot be voted at the meeting unless the owner is present or
represented by proxy. Because abstentions with respect to any matter are treated
as shares present or represented and entitled to vote for the purposes of
determining whether that matter has been approved by the shareholders,
abstentions have the same effect as negative votes. Broker non-votes and shares
as to which proxy authority has been withheld with respect to any matter are not
deemed to be present or represented for purposes of determining whether
shareholder approval of that matter has been obtained.
In voting for Directors, each shareholder is entitled to vote his shares for
as many persons as there may be Directors to be elected, to accumulate his votes
and give one nominee votes equal to the number of Directors multiplied by the
number of shares of stock owned by him or to distribute his votes upon the same
principle among as many nominees as he thinks fit. The six candidates for
election as Directors at the Annual Meeting of Shareholders who receive the
highest number of affirmative votes will be elected. The approval of any other
matters submitted for shareholder approval at the Annual Meeting will require
the affirmative vote of a majority of the shares of the Company present or
represented and entitled to vote at the meeting.
ELECTION OF DIRECTORS
The following persons are nominees for Director to serve until the next Annual
Meeting of Shareholders and until their successors shall have been elected and
shall qualify. The nominees constitute the present Board of Directors, five of
whom were elected at the last Annual Meeting of Shareholders of the Company. Jon
S. Kelly was elected to the Board of Directors on January 29, 1998. During 1997,
the Board of Directors held twelve regular meetings. The Company's Board of
Directors has no standing audit or nominating Committee. In 1994 the Board of
Directors established a Compensation Committee, comprised of independent
Directors, whose functions include the review of and recommendations with
respect to officer compensation, the review of officer performance and
consideration of benefit issues generally. The Compensation Committee members
are John R. Roberts III, who serves as Chairman, Ralph E. Hoeper and Jon S.
Kelly. During 1997, the Compensation Committee held two meetings. Each Director
serving in 1997 attended at least 75 percent of the Board Meetings and meetings
of the committee of which he is a member.
Shares represented by the proxy will be voted and the proxies will vote for
the election of all the nominees to the Board of Directors, except to the extent
that authority to vote for particular nominees has been withheld. If any person
is unable or unwilling to serve as a nominee for the office of Director at the
date of the Annual Meeting, or any adjournment thereof, the proxies will vote
for such substitute nominee as shall be designated by the proxies. Management
has no reason to believe that any of the nominees will be unable to serve if
elected a Director. The present Directors and Officers (consisting of ten
individuals) beneficially owned, as of February 28, 1998, an aggregate 841,502
shares, or 5.3% of the Company's Common Stock. In respect to the nominees and
all the Directors and Officers as a group, the following information is
furnished as of February 28, 1998.
Shares of
PRINCIPAL OCCUPATION AND COMPANY PERCENT
BUSINESS EXPERIENCE DIRECTOR BENEFICIALLY OF
NAME AGE FOR PAST FIVE YEARS SINCE OWNED(1) CLASS
- ---- --- ------------------------ -------- ------------ -----
Robert L. Doyle(2) 79 Chairman of the Board of 1954 326,980 2.1%
Directors of the
Company; President and
Chief Executive Officer
of the Company from
1954 to 1993.
Brian H. Strom(3) 55 President and Chief 1993 15,765 *
Executive Officer of
the Company (since
December 1993); Vice
President and Chief
Financial Officer of
the Company from 1989
to 1993.
Thomas E. Doyle(2) 69 Vice President (since 1951 303,259 1.9%
1972) and Secretary-
Treasurer (since 1965)
of the Company;
Chairman of the Board,
Placer Savings Bank,
Auburn, California.
Ralph E. Hoeper(4) 73 President, Foresthill 1987 47,381 *
Telephone Company,
Foresthill, California.
John R. Roberts III(4) 46 Executive Director 1993 13,094 *
(since 1990),
California Rice
Industry Association;
Director, Meta
Information Services,
Inc., Sacramento,
California.
Jon S. Kelly(4)(5) 61 Partner, Kelly 1998 115,725 *
Broadcasting Co.,
Sacramento, California;
Chairman, River City
Bank, Sacramento,
California.
All Directors and
Officers as a
group (10 persons) 841,502 5.3%
__________
* Less than 1.0%.
(1) Each beneficial owner has shared voting and investment power unless
otherwise noted.
(2) Robert L. Doyle and Thomas E. Doyle are brothers.
(3) Included in Brian H. Strom's share ownership figure are 7,688 shares in
respect of which he has sole voting and investment power.
(4) Ralph E. Hoeper, John R. Roberts III and Jon S. Kelly serve on the
Compensation Committee.
(5) Included in Jon S. Kelly's share ownership figure are 115,725 shares in
respect of which he has sole voting and investment power.
Compensation of Directors
All Directors other than Robert L. Doyle and Brian H. Strom were compensated
by a fee of $1,000 per month and $500 for each Board and Committee meeting they
attended in 1997.
Transaction with Director
The Company's wholly-owned subsidiary Roseville PCS, Inc., is the manager of
and has an approximate 89% interest in West Coast PCS LLC ("West Coast"), the
other approximate 11% of which is owned by Foresthill Telephone Company. Ralph
E. Hoeper, a Director of the Company, is the President and owner of Foresthill
Telephone Company. West Coast has acquired four Personal Communications Services
(PCS) licenses to offer PCS services to areas located in central California
including Sacramento, Stockton, Modesto and Yuba City. The Operating Agreement
of West Coast, which was authorized by the disinterested members of the
Company's Board of Directors, requires contributions to West Coast commensurate
with each participant's ownership interest.
EXECUTIVE COMPENSATION
Report of the Compensation Committee Concerning Compensation
In 1994, the Board of Directors established a Compensation Committee of
independent Directors comprised of John R. Roberts III, who currently serves as
Chairman, and Ralph E. Hoeper. Jon S. Kelly, who was elected to the Board of
Directors on January 29, 1998, was also elected to the Compensation Committee on
the same date. As a result of his recent election to the Compensation Committee,
Mr. Kelly did not participate in the preparation of this report.
The Compensation Committee has assumed the responsibility of reviewing and
recommending a compensation program for the Company's officers. Previously such
responsibility was held by the entire Board of Directors. The measures of
performance used by the Compensation Committee in 1997 included:
(i) operational goals, financial performance and the achievement of
stockholder value, together with each officer's individual effectiveness in
reaching those goals and achieving desirable financial performance and
shareholder value;
(ii) the skill levels and duties of the Company's officers, including the
limited number of officers and the resulting determination of increased
responsibilities for the Company's officers in relation to other companies;
(iii) the compensation earned by officers of other telephone and
telecommunications companies; and
(iv) officer compensation at general industry companies of similar size to
the Company within the Sacramento, California metropolitan area and in other
areas of the United States with comparable cost-of-living and compensation
levels.
The Compensation Committee also realizes the significance of the distinctions
between the compensation policy at the Company and at other companies, both
within and outside the telecommunications industry. Most importantly,
substantially all of the officers' compensation is derived from base salary.
Compensation incentives utilized at other companies, such as stock options, have
never been adopted by the Company. Only in 1996 and 1997 did the Company award
bonuses to executive officers in recognition of their services and contributions
to the Company during those fiscal years.
In addition, the Compensation Committee received the assistance of independent
consulting firms specializing in compensation matters which prepared reports in
1995, 1996 and 1997 with respect to the Company's compensation policies and
related matters. The engagement of the independent consultants was implemented
in furtherance of the Compensation Committee's goal to provide compensation
opportunities that attract, motivate and retain the most qualified officers who
can contribute to the long-term performance and growth of the Company.
Compensation for the Company's executive officers was largely determined with
reference to the information provided in these reports.
The 1997 compensation awarded to Brian H. Strom, President and Chief Executive
Officer, was comprised almost entirely of his salary and bonus. Mr. Strom's
salary and bonus was established taking into consideration the individual and
Company compensation criteria and policies described above. In addition, the
Compensation Committee also recognized the continued successful financial
performance of the Company measured by revenue and net income results, the
Company's continued technological advancements, and the contributions of the
Chief Executive Officer in helping the Company achieve such performance and
advancements.
Certain portions of the independent consultant reports consist of an analysis
of the compensation policies of comparable companies. The most recent comparison
group consisted of twelve companies, all of which are engaged in the
telecommunications industry in general, and the local exchange carrier business
in particular. In addition to the nature of their business, the comparison
companies were similar to the Company in one or more of the following
categories: revenues, access lines, assets and geographical location. None of
the twelve companies whose compensation policies were considered are among the
twelve companies now constituting the Dow Jones Telephone Systems Index. All of
the companies in the Index are substantially larger than the Company, and in
certain instances have not traditionally been engaged in the local exchange
carrier business and, as a result, it was determined that comparison of
compensation of the Company's officers with the officers of the companies in the
Index would not be meaningful.
Compensation Committee,
John R. Roberts III, Chairman
Ralph E. Hoeper
Executive Compensation
The following table sets forth the executive compensation paid to the
Company's Chief Executive Officer and the four remaining most highly paid
executive officers for the years ended December 31, 1997, 1996 and 1995:
Summary Compensation Table
ANNUAL COMPENSATION
---------------------------------------
OTHER
ANNUAL ALL OTHER
COMPENSA- COMPENSA-
NAME AND SALARY BONUS TION(2) TION(3)
PRINCIPAL POSITION(1) YEAR $ $ $ $
-------------------- ---- ------- ------ -------- ---------
Robert L. Doyle 1997 342,684 - 9,685 90,016
Chairman of the Board 1996 350,768 - 6,425 82,225
of Directors 1995 369,961 - 9,685 60,462
Brian H. Strom 1997 368,417 50,000 1,875 9,550
President and 1996 342,234 50,000 1,235 8,475
Chief Executive Officer 1995 322,229 - 1,235 8,335
Michael D. Campbell 1997 288,855 35,000 750 9,550
Executive Vice President and 1996 261,461 35,000 745 8,475
Chief Financial Officer 1995 233,915 - 745 8,335
Jay B. Kinder(4) 1997 165,643 - 1,235 9,550
Vice President, Customer
Services - 1996 145,213 - 995 8,577
Roseville Telephone Company
Rulon D. Blackburn(4) 1997 160,059 - 1,865 9,012
Vice President, Network
Services - 1996 126,730 - 1,310 7,906
Roseville Telephone Company
__________
(1) The Company is the successor to Roseville Telephone Company effective
October 1, 1996. Unless otherwise described, each of the named individuals
serve in their identified capacity for both the Company and its wholly-owned
subsidiary Roseville Telephone Company.
(2) Other annual compensation consists of gross-up payments to officers and
other employees for tax liability incurred in connection with imputed
premiums in respect of life insurance coverage in excess of $50,000.
(3) Reflects employer contributions to the Company's Retirement Supplement
Plan and, for Robert L. Doyle in 1997, 1996 and 1995, payments to Mr. Doyle
pursuant to the SERP in the amount of $80,466, $73,950, and $52,313,
respectively. See "Retirement Supplement Plan" and "Pension Plan and SERP"
for further information.
(4) Jay B. Kinder and Rulon D. Blackburn were elected officers of Roseville
Telephone Company effective April 7, 1996.
Retirement Supplement Plan
The Company has a Retirement Supplement Plan in which all employees of the
Company are eligible to participate after one year of service. Under the
Retirement Supplement Plan, eligible employees of the Company are allowed to
contribute to the plan not more than 6% of their annual compensation as an
"employee savings contribution." Eligible employees may also contribute to the
plan not more than 15% of their annual compensation as an "employee retirement
contribution." Generally, in accordance with Section 401(k) of the Internal
Revenue Code, an employee who makes an employee retirement contribution reduces
by the amount of such contribution the amount of his or her taxable income that
is otherwise currently reportable for Federal tax purposes. The Company will
make employer contributions to the plan equal to 50% of the employee's aggregate
savings and retirement contributions. Subject to plan limitations on total
contributions and Company matching contributions, an employee may elect to make
either a savings contribution or a retirement contribution, or both. However,
the combined amounts of employee savings contributions and employee retirement
contributions may not exceed 15% of an employee's annual compensation. Employees
may voluntarily withdraw their employee savings contributions upon appropriate
notice to the Company, but must reach the age of 59 1/2, or alternatively,
demonstrate a financial hardship to withdraw their employee retirement
contributions. Employees are always fully vested in employer retirement
contributions, and become vested in employer savings contributions at the rate
of 20% per year of participation until fully vested or fully vested upon death,
disability or the reaching of age 65. Distribution from the plan occurs
generally upon termination of employment.
Pension Plan and SERP
The Company has a qualified defined benefit pension plan in which all
employees are eligible to participate substantially concurrently with the
commencement of employment ("Pension Plan"), as well as a supplemental non-
qualified and unfunded supplemental executive retirement plan ("SERP"). The SERP
provides benefits that would otherwise be denied participants by reason of
certain Internal Revenue Code limitations on qualified plan benefits, based on
remuneration that is covered under the plans and years of service with the
Company. Benefits under the plans are a function of a participant's years of
service with the Company and the employee's average annual compensation during
the period of the five consecutive years in the last ten years of credited
service in which annual compensation was the largest. The monthly retirement
benefit payable under the plans will be adjusted on the basis of actuarial
equivalents for a joint and survivor benefit and for optional forms of benefit,
such as the early retirement benefit. Benefits become fully vested at age 65 or
on the completion of 5 years of service, whichever first occurs, and are not
subject to any deduction for Social Security or other offset amounts.
While the Company may terminate the plans at any time, such termination will
not deprive any participant or beneficiary of any vested accrued benefits under
the plan to the extent such benefits are then funded.
Since the Pension Plan is a defined benefit plan, funding is determined with
respect to participants as a group and costs cannot be readily allocated to any
individual participant. The ratio of 1997 plan contributions to estimated total
covered compensation was 11.8%. Estimated total covered compensation has been
determined by increasing the total base annual rate of compensation of plan
participants at January 1, 1997 by 6.0%. Robert L. Doyle, Brian H. Strom, and
Michael D. Campbell are entitled to benefits under the Pension Plan and the SERP
and Jay B. Kinder and Rulon D. Blackburn under the Pension Plan, and at December
31, 1997, were credited with 44, 9, 3, 34 and 35 years of service, respectively,
under the plans. The compensation covered by the Pension Plan and the SERP for
each participant is substantially similar to the sum of the salary and other
annual compensation reported above for each executive officer. The table below
illustrates approximate annual benefits payable under the plans for the ranges
of pay and periods of service indicated, assuming retirement at age 65 in 1998.
HIGHEST ESTIMATED ANNUAL PENSION FOR
CONSECUTIVE REPRESENTATIVE YEARS OF SERVICE
FIVE-YEAR AVERAGE ----------------------------------------------------------
COMPENSATION 15 20 25 30 35 40
- ----------------- -------- -------- -------- -------- -------- --------
$100,000 $ 26,250 $ 35,000 $ 43,750 $ 52,500 $ 61,250 $ 70,000
125,000 32,813 43,750 54,688 65,625 76,563 87,500
150,000 39,375 52,500 65,625 78,750 91,875 105,000
175,000 45,938 61,250 76,563 91,875 107,188 122,500
200,000 52,500 70,000 87,500 105,000 122,500 140,000
225,000 59,063 78,750 98,438 118,125 137,813 157,500
250,000 65,625 87,500 109,375 131,250 153,125 175,000
300,000 78,750 105,000 131,250 157,500 183,750 210,000
400,000 105,000 140,000 175,000 210,000 245,000 280,000
SECURITY OWNERSHIP OF NAMED EXECUTIVE OFFICERS
The following table provides information regarding beneficial ownership of the
Company's Common Stock by Brian H. Strom, Chief Executive Officer of the
Company, and each of the four other most highly paid executive officers of the
Company at December 31, 1997:
SHARES OF
COMPANY PERCENT
BENEFICIALLY OF
NAME OWNED(1) CLASS
---- ------------ -------
Robert L. Doyle 326,980 2.1%
Brian H. Strom(2) 15,765 *
Michael D. Campbell 9,694 *
Jay B. Kinder(3) 1,363 *
Rulon D. Blackburn(4) 6,593 *
__________
*Less than 1.0%.
(1) Each beneficial owner has shared voting and investment power unless
otherwise noted.
(2) Included in Brian H. Strom's share ownership figure are 7,688 shares in
respect of which he has sole voting and investment power.
(3) Included in Jay B. Kinder's share ownership figure are 1,260 shares in
respect of which he has sole voting and investment power.
(4) Included in Rulon D. Blackburn's share ownership figure are 87 shares in
respect of which he has sole voting and investment power.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires the
Company's directors and executive officers, and persons who own more than ten
percent of the Common Stock of the Company to file with the Securities and
Exchange Commission (the "Commission") initial reports of ownership and reports
of changes in ownership of Common Stock of the Company. Officers, directors and
greater than ten-percent shareholders are required by the Commission's
regulations to furnish the Company with copies of all forms they file pursuant
to Section 16(a).
To the Company's knowledge, during the fiscal year ended December 31, 1997,
all Section 16(a) filing requirements applicable to its officers, directors and
greater than ten-percent beneficial owners were satisfied.
Performance Graph
The following graph shows a five-year comparison of cumulative total
shareholder return of the Company's Common Stock (assuming dividend
reinvestment) with the Dow Jones Telephone Systems Index (a published index
which includes 12 telecommunications companies) and Standard & Poor's ("S&P")
500 Stock Index. The comparison of total return on investment (change in year
end stock price plus reinvested dividends) for each of the periods assumes that
$100 was invested on December 31, 1992 in each of Roseville Communications
Company, the Dow Jones Telephone Systems Index and S&P 500 Stock Index. The
stock performance shown on the graph below is not necessarily indicative of
future price performance.
COMPARISON OF 5-YEAR CUMULATIVE TOTAL RETURN
AMONG ROSEVILLE COMMUNICATIONS COMPANY,
DJ TELEPHONE SYSTEMS AND S&P 500
ROSEVILLE
MEASUREMENT PERIOD COMMUNICATIONS DJ TELEPHONE S&P 500 STOCK
(FISCAL YEAR COVERED) COMPANY SYSTEMS INDEX INDEX
-------------------- -------------- ------------- -------------
1992 100 100 100
1993 112 119 110
1994 121 112 112
1995 133 164 153
1996 140 170 189
1997 154 243 252
INDEPENDENT AUDITORS
Ernst & Young LLP, the Company's auditors since 1960, has been selected by the
Company as its independent auditors for the current year. A representative of
Ernst & Young LLP is expected to be present at the meeting to be available to
respond to appropriate questions and will have the opportunity to make a
statement if such representative desires to do so.
COST OF SOLICITATION
The total cost of preparing, assembling and mailing the proxy statement, the
form of proxy, any additional material intended to be furnished to shareholders
concurrently with the proxy statement, and any additional material relating to
the same meeting or subject matter furnished to shareholders subsequent to the
furnishing of the proxy statement, will be borne by the Company. The Company
will, upon request, reimburse brokers and other nominees for costs incurred by
them in mailing the proxy statement, the form of proxy and any additional
material intended to be furnished to shareholders concurrently with the proxy
statement to beneficial owners. In addition, officers and regular employees may
solicit proxies by telephone or in person.
OTHER MATTERS AND SHAREHOLDER PROPOSALS
As of this date, there are no other matters the management intends to present
or has reason to believe others will present to the meeting. If other matters
now unknown to the management come before the meeting, those who shall act as
proxies will vote in accordance with their best judgment.
Proposals of shareholders intended to be presented at the 1999 Annual Meeting
must be received by the Company not later than January 4, 1999 to be considered
for inclusion in the Company's proxy statement.
Roseville, California, April 28, 1998.
By Order Of The Board Of Directors
/s/ Robert L. Doyle
Robert L. Doyle
Chairman of the Board
ROSEVILLE THE UNDERSIGNED STOCKHOLDER HEREBY
COMMUNICATIONS APPOINTS ROBERT L. DOYLE, BRIAN H. STROM,
COMPANY THOMAS E. DOYLE, RALPH E. HOEPER, JOHN R.
ROBERTS III AND JON S. KELLY OR ANY ONE OR
PROXY MORE OF THEM, WITH FULL POWER OF
SUBSTITUTION, TO ACT AS PROXY FOR AND TO
SOLICITED VOTE THE STOCK OF THE UNDERSIGNED AT THE
ON BEHALF OF THE BOARD OF ANNUAL MEETING OF SHAREHOLDERS OF
DIRECTORS FOR THE ROSEVILLE COMMUNICATIONS COMPANY, TO BE
ANNUAL MEETING HELD AT THE COMPANY'S INDUSTRIAL AVENUE
JUNE 19, 1998 FACILITY, 8150 INDUSTRIAL AVENUE, BUILDING
A, ROSEVILLE, CALIFORNIA, ON JUNE 19,
1998, OR ANY ADJOURNMENT THEREOF ON THE
MATTERS BELOW:
(1) Election of Directors (THE BOARD OF
DIRECTORS RECOMMENDS A VOTE "FOR"):
FOR ALL NOMINEES LISTED BELOW WITHHOLD
AUTHORITY
(except as marked to the contrary below)
[ ] to vote for all
nominees listed below [ ]
INSTRUCTION: TO WITHHOLD AUTHORITY TO
VOTE FOR ANY INDIVIDUAL NOMINEE
STRIKE A LINE THROUGH THAT
NOMINEE'S NAME
ROBERT L. DOYLE, THOMAS E. DOYLE, RALPH E.
HOEPER,
JON S. KELLY, JOHN R. ROBERTS III, BRIAN
H. STROM
(2) In their discretion on any other
business which may properly come before
the meeting or any adjournment thereof:
all as set forth in the Notice of said
meeting and in the Proxy Statement, both
dated April 28, 1998, the receipt of which
is hereby acknowledged.
The shares represented by this proxy will
be voted in accordance with the
specifications indicated.
Where no specification is made such shares
will be voted FORproposal (1) hereof.
PLEASE DATE AND SIGN ON REVERSE SIDE(OVER)
DATED: DAY OF , 1998. SIGNED:
SIGNATURE OF STOCKHOLDER(S)
PLEASE DATE PROXY AND SIGN EXACTLY AS NAME
OR NAMES APPEAR AT RIGHT. IF STOCK IS
REGISTERED IN THE NAME OF TWO OR MORE
PERSONS, EACH MUST 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 THE PRESIDENT OR OTHER
AUTHORIZED OFFICER. IF A PARTNERSHIP,
PLEASE SIGN IN PARTNERSHIP NAME BY AN
AUTHORIZED PERSON.
YOUR VOTE IS IMPORTANT, PLEASE FILL IN AND RETURN PROMPTLY
