DR. EMMA C. CHAPPELL
FOUNDER, CHAIRMAN, PRESIDENT
& CHIEF EXECUTIVE OFFICER
URGENT
IMMEDIATE RESPONSE REQUESTED
May 14, 1999
Dear Shareholder:
On behalf of the Board of Directors and management, I am pleased to invite you
to the 1999 Annual Meeting of Shareholders of United Bancshares, Inc. which is
to be held on Friday, June 11, 1999, at 10:00 a.m. at the Federal Reserve Bank
of Philadelphia, 100 North 6th Street, Philadelphia, PA. Accompanying this
letter are a Notice of Meeting, a Proxy Statement and a proxy form admission
ticket.
I URGE YOU TO READ THE ENCLOSED MATERIAL CAREFULLY AND TO COMPLETE, SIGN AND
MAIL PROMPTLY THE PROXY FORM CONTAINED WITH THIS LETTER SO THAT YOUR VOTE WILL
BE COUNTED. A SELF-ADDRESSED STAMPED ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE.
The officers, directors and staff of United Bank sincerely appreciate your
continuing support.
Sincerely,
/s/ Emma C. Chappell
- -------------------------
Dr. Emma C. Chappell
<PAGE>
[ LOGO ]
UNITED BANCSHARES, INC.
714 MARKET STREET
PHILADELPHIA, PA 19106
--------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON JUNE 11, 1999
--------------
Dear Shareholders,
The Annual Meeting of the Shareholders of United Bancshares, Inc. ("UBS")
will be held at 10:00 a.m., local time, on Friday, June 11, 1999 at the Federal
Reserve Bank of Philadelphia, 10 Independence Place, Philadelphia, Pennsylvania
19106, for the following purposes:
1. To re-elect three Class D directors to serve until the expiration of
their four year term.
2. To ratify the appointment of Grant Thornton LLP as
independent auditors for the 1998 fiscal year.
3. To ratify the establishment of a class of common stock
without voting rights.
4. To transact such other business as may properly come
before the Annual Meeting and any adjournment thereof.
By Order of the Board of Directors
WILLIAM B. MOORE, Secretary
May 14, 1999
<PAGE>
UNITED BANCSHARES, INC.
714 MARKET STREET
PHILADELPHIA, PA 19106
ANNUAL MEETING OF SHAREHOLDERS
JUNE 11, 1999
-------------------
PROXY STATEMENT
-------------------
The enclosed proxy is solicited by and on behalf of the Board of Directors
of United Bancshares, Inc. ("UBS"). All costs of solicitation, (including
printing and mailing of this Proxy Statement, meeting notice and form of proxy,
as well as any necessary supplementary solicitations) will be paid by UBS. In
addition to the solicitation of proxies by mail, officers and employees of UBS
may solicit in person or by telephone. Persons holding shares as nominees will,
upon request, be reimbursed for their reasonable expenses in sending soliciting
materials to their principals.
All shareholders of UBS Common Stock of record as of the end of business on
April 30, 1999, are entitled to vote at the meeting or any adjourned session.
Each share is entitled to one vote. As of the date upon which the enclosed proxy
was mailed, there were issued and outstanding approximately 913,490 shares of
UBS Common Stock. This Proxy Statement was mailed to the shareholders of UBS on
or about May 14, 1999.
At the Annual Meeting, the shareholders of UBS are being asked to consider
and vote upon (i) the election of three Class D Directors to serve for a term of
four years and until their successors are elected and qualified, (ii) the
ratification of independent auditors for UBS; and (iii) the ratification of the
establishment of a class of non-voting common stock.
Shares represented by a properly executed proxy will be voted in accordance
with the instructions thereon, or if no specification is made, the persons named
as proxies will vote for management's slate of Directors, and all proposals as
recommended by the Board of Directors. Proxies may be revoked at any time before
they are exercised by the subsequent execution and submission of a revised
proxy, by written notice to the Secretary of UBS, or by voting in person at the
meeting. The mailing address of UBS is 714 Market Street, Philadelphia,
Pennsylvania 19106.
SHAREHOLDERS WHO NEED DIRECTIONS TO THE LOCATION OF THE ANNUAL MEETING
SHOULD CALL 215-829-2265 BETWEEN THE HOURS OF 8:30 A.M. AND 4:30 P.M., LOCAL
TIME, ON ANY BUSINESS DAY.
A copy of UBS's Annual Report for the year ended December 31, 1998,
including financial statements, is being distributed to each shareholder with
this Proxy Statement.
<PAGE>
1. ELECTION OF DIRECTORS.
The Board of Directors of UBS has nominated the three persons listed below
for election as Class D directors, each to hold office until the expiration of
their four year term and until his or her successor is elected and qualified:
<TABLE>
<CAPTION>
YEAR FIRST TERM
PRINCIPAL BECAME WILL
NAME AGE OCCUPATION DIRECTOR EXPIRE
---- --- ---------- -------- ------
<S> <C> <C> <C> <C>
Emma C. Chappell...... 54 Chairman of the Board, 1993 2003
President and CEO of Registrant
and United Bank of Philadelphia
William B. Moore...... 56 Secretary, United Bancshares, Inc. 1993 2003
Pastor, Tenth Memorial Baptist Church,
Philadelphia, PA
S. Amos Brackeen...... 80 Founder and Pastor, 1993 2003
Philippian Baptist Church
of Philadelphia, PA
</TABLE>
If any such nominee is not available for election at the time of the
meeting, the persons named as proxies will vote for such substitute nominee as
the Board of Directors may recommend unless the number of directors serving on
the Board is reduced. All nominees are currently Directors of UBS. Directors
Chappell, Moore and Brackeen have served as directors since UBS's inception.
On May 3, 1999, the nominees owned shares of UBS in the following amounts:
Emma C. Chappell (7,000 shares); William B. Moore (1,000 shares); and Reverend
S. Amos Brackeen (5,000 shares). On April 15, 1998, all directors and officers
of UBS, as a group, owned approximately 8.31% of all of the outstanding shares
of UBS.
In addition to the nominees proposed above, the following persons will serve
as Directors of UBS during the ensuing year:
<TABLE>
<CAPTION>
YEAR FIRST TERM
PRINCIPAL OCCUPATION BECAME WILL
NAME AGE AND OTHER DIRECTORSHIPS DIRECTOR EXPIRE
---- --- ----------------------- -------- ------
<S> <C> <C> <C> <C>
James F. Bodine....... 77 Retired as Managing Partner, 1993 2002
Urban Affairs Partnership
Philadelphia, PA.
Kemel G. Dawkins..... 75 President, Kemrodco 1993 2001
Development and
Construction Company, Inc.,
President, Kem-Her
Construction Company Inc.,
Philadelphia, PA.
L. Armstead Edwards... 56 Treasurer, United Bancshares, Inc. 1993 2000
Owner and President,
P.A.Z., Inc., Philadelphia, PA
Marionette Y. Frazier.. 54 Partner, John Frazier, Inc. 1996 2000
Philadelphia, PA
</TABLE>
2
<PAGE>
<TABLE>
<CAPTION>
YEAR FIRST TERM
PRINCIPAL OCCUPATION BECAME WILL
NAME AGE AND OTHER DIRECTORSHIPS DIRECTOR EXPIRE
---- --- ----------------------- -------- ------
<S> <C> <C> <C> <C>
William C. Green...... 74 Co-founder, Ivy Leaf 1993 2002
Middle School,
Philadelphia, PA
Angela M. Huggins..... 58 President and CEO 1993 2001
RMS Technologies Inc. Foundation
Ernest L. Wright...... 70 Founder, President and 1993 2000
CEO of Ernest L. Wright
Construction Company
Philadelphia, PA
</TABLE>
The proxy holders will have the right to vote for any or all of the named
nominees or their substitutes, as the proxy holders deem best. If any nominee
becomes unavailable for any reason, it is intended that the proxies will be
voted for a substitute nominee designated by the Board of Directors. The Board
of Directors has no reason to believe that any of the nominees will be unable to
serve if elected. Any vacancy occurring on the Board of Directors for any reason
may be filled by a majority of the Directors remaining in office, though less
than a quorum. Each Director so elected shall remain a Director until his or her
successor is elected by the shareholders at the annual meeting of the
shareholders at which members of the Directors' class are elected, or at any
special meeting prior thereto called for such purpose.
BOARD MEETINGS AND COMMITTEES
The Board of Directors of UBS, during the year ended December 31, 1998, held
eleven meetings. The following Directors attended less than seventy-five percent
(75%) of the board meetings of UBS held: NONE.
The Board of UBS has a standing Human Resources Committee which is composed
of the following Directors, a majority of whom are not "interested persons" of
UBS:
S. Amos Brackeen Kemel G. Dawkins
James F. Bodine William C. Green
Emma C. Chappell
During the year ended December 31, 1998, the UBS Human Resources Committee
held 2 meetings. The Committee is responsible principally for: (1) evaluating
the performance of UBS's executive officers, and developing and approving the
executive compensation plan (including base salary, customary insurance and
other benefits, and incentives) for such officers; and (2) interviewing,
evaluating and recommending to shareholders candidates for election to UBS's
Board of Directors.
The Committee will consider Director nominations recommended by
shareholders. Such nominations can be made by submitting a written request
for consideration of a candidate, including a resume, to Reverend S. Amos
Brackeen, Chairman of the Human Resources Committee.
The Board of UBS also has a standing audit committee for the purpose of
interfacing with UBS's independent auditors and reviewing the internal controls
of UBS consisting of the following board members:
James F. Bodine Kemel G. Dawkins
Emma C. Chappell William B. Moore
3
<PAGE>
PRINCIPAL EXECUTIVE OFFICERS
NAME AGE OFFICE
---- --- ------
Emma C. Chappell (1)......... 54 Chairman, President and Chief
Executive Officer
James F. Bodine.............. 77 Vice Chairman
Reverend William B. Moore.... 56 Secretary
L. Armstead Edwards.......... 56 Treasurer
REMUNERATION OF DIRECTORS AND EXECUTIVE OFFICERS
COMPENSATION TABLE
<TABLE>
<CAPTION>
NAME OF INDIVIDUAL OR CAPACITIES IN
NUMBER IN GROUP WHICH SERVED 1998 SALARY 1998 CASH BONUS 1998 OPTIONS
--------------- ------------ ----------- --------------- ------------
<S> <C> <C> <C> <C>
Emma C. Chappell Chairman, President $180,000 $18,000 29,694(1)
Chief Executive Officer
1997 SALARY 1997 CASH BONUS
----------- ---------------
$162,000 $0
1996 SALARY 1996 CASH BONUS
----------- ---------------
</TABLE>
$162,000 $0
- ----------
(1) These options to purchase the UBS's Common Stock at $8.54 per share were
issued in December 1998 to replace options that expired in 1998. The
options have a five year term.
Dr. Emma C. Chappell, Chairman of the Board and Chief Executive Officer of
the Bank and UBS since its formation, receives a minimum annual salary of
$150,000. A copy of the employment agreement entered into among Dr. Chappell,
the Bank and UBS is incorporated herein by reference.
One hundred thousand shares of the Bank's Common Stock are subject to a Long
Term Incentive Compensation Plan (the "Plan") under which options to purchase
the Bank's Common Stock may be granted to key employees of a price not less than
the fair market value thereof at the date of the grant ("Options"), and Common
Stock may be awarded as Restricted Stock, subject for a period of time to
substantial risk of forfeiture and restrictions on disposition as determined by
the Compensation Committee as of the date of the grant ("Restricted Stock").
Pursuant to the Plan, options are granted in tandem with Stock Appreciation
Rights allowing the holder of an Option to surrender the Option and receive an
amount equal to the appreciation in market value of a fixed number of shares of
Common Stock from the date of the grant of the Option ("SARs"). SARs may be
payable in Common Stock or cash or a combination of both. The Plan also allows
the Compensation Committee to grant Performance Shares, which are contingent
rights to receive, when certain performance criteria have been attained, amounts
of Common Stock and cash determined by the Compensation Committee for such an
award. Such rights are subject to forfeiture or reduction if performance goals
specified are not met during the performance period. No such options, restricted
stock or SARs were granted for 1998 performance.
No deferred compensation, incentive compensation or any further
compensation pursuant to any plan has been paid by the Bank, or will be paid by
the Bank based on services rendered to the Bank to the date of this filing.
4
<PAGE>
At its annual meeting held May 6, 1994, the shareholders of the UBS approved
the establishment of an Employee Stock Ownership Plan ("ESOP"). The ESOP has not
been formally activated by the UBS. No purchases have been made pursuant to the
ESOP.
Directors of the Bank are compensated for each meeting attended in the
amount of three hundred dollars fifty ($350) per Board meeting attended and one
hundred fifty dollars ($150) for each committee meeting attended. Directors who
are also salaried officers of the Bank receive no remuneration for their
services as Directors. During the year ended December 31, 1998, the Bank paid
Directors' fees to its "non-interested" Directors totaling $39,100. UBS has paid
no director fees since its inception.
2. INDEPENDENT AUDITORS.
The Board of Directors has selected Grant Thornton LLP as independent
auditors to audit and certify consolidated financial statements of UBS for the
year ending December 31, 1998 and to provide certain accounting services to UBS
during 1998. Grant Thornton LLP has served in this capacity since October, 1997.
A representative of Grant Thornton LLP will be present at the meeting if
requested by a shareholder (either by telephone or in writing) in advance of the
meeting. Such requests should be directed to the Secretary of UBS.
REQUIRED VOTE
An affirmative vote of a majority of the shares of UBS represented at
the meeting will be required to ratify this appointment. The Board of
Directors recommends a vote for this proposal.
3. RATIFICATION OF ESTABLISHMENT OF CLASS OF
NON-VOTING COMMON STOCK.
On September 30, 1998 the Articles of Incorporation of UBS were amended,
by filing of Articles of Amendment with the Commonwealth of Pennsylvania on
September 30, 1998. Of the 2,000,000 shares of Common Stock authorized, 250,000
have been designated Class B Common Stock. As of March 31, 1999, 166,666 shares
of Class B Common Stock were issued and outstanding.
REQUIRED VOTE
An affirmative vote of a majority of the shares of UBS represented at the
meeting will be required to ratify the establishment of the Class B Common
Stock. The Board of Directors recommends a vote for this proposal.
5
<PAGE>
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
OFFICERS AND DIRECTORS OF UNITED BANK OF PHILADELPHIA
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION YEAR FIRST
NAME AGE AND OTHER DIRECTORSHIPS BECAME DIRECTOR
---- --- ----------------------- ---------------
<S> <C> <C> <C>
James F. Bodine..... 77 Retired as Managing 1993
Partner, Urban Affairs Partnership
Philadelphia, PA
S. Amos Brackeen.... 80 Founder and Pastor, 1993
Philippian Baptist Church of
Philadelphia, PA
Emma C. Chappell.... 54 Chairman of the Board, 1993
President and CEO of Registrant
and United Bank of Philadelphia
Kemel G. Dawkins.... 75 President, Kemrodco 1993
Development and
Construction Company, Inc.,
President, Kem-Her
Construction Company Inc.,
Philadelphia, PA
L. Armstead Edwards.. 56 Treasurer, United Bancshares, Inc. 1993
Owner and President,
P.A.Z., Inc.,
Philadelphia., PA
Marionette Y. Frazier 54 Partner, John Frazier, Inc. 1996
Philadelphia, PA
William C. Green.... 74 Co-founder, Ivy Leaf Middle School, 1993
Philadelphia, PA
Angela M. Huggins... 58 President and CEO 1993
RMS Technologies Inc. Foundation
William B. Moore... 56 Secretary, United Bancshares, Inc. 1993
Pastor, Tenth Memorial Baptist Church,
Philadelphia, PA
Ernest L. Wright... 70 Founder, President and CEO of 1993
Ernest L. Wright Construction Company
Philadelphia, PA
</TABLE>
Each of these officers and directors are also officers and directors of
UBS. See "Election of Directors."
LOANS TO OFFICERS AND DIRECTORS
As of December 31, 1998, the Bank had loans to certain officers and
directors and their affiliated interests in aggregate dollar amount of
approximately $1,148,000. Such transactions are made on substantially the same
terms, including interest rate and collateral, as those prevailing at the time
for other non-related party transactions.
6
<PAGE>
4. OTHER INFORMATION.
BENEFICIAL OWNERSHIP OF COMMON STOCK
The following table sets forth certain information regarding UBS's Common
Stock owned by: (i) each person who is known by the Board of Directors of UBS to
be the beneficial owner of more than 5% of UBS's outstanding Common Stock; (ii)
each of UBS's Directors, nominees for Director and principal officers of UBS as
a group:
<TABLE>
<CAPTION>
NUMBER OF SHARES AND
THE PERCENTAGE OF EACH
CLASS OF VOTING
NAME AND ADDRESS COUNTRY OF CITIZENSHIP SECURITIES OWNED
---------------- ---------------------- ----------------
<S> <C> <C>
Greater Philadelphia Urban Affairs
Coalition, Inc..................... USA 47,500 shares
121 N. Broad Street, 6th Floor 5.20%
Philadelphia, PA 19107-1906
Philadelphia Municipal Retirement System USA 71,667 shares
2000 Two Penn Center 7.84%
Philadelphia, PA 19102
First Union (CoreStates/Meridian BANCORP) USA 133,333 shares
900 Market Street, 2nd Floor 14.60%
Wilmington, DE 19801
</TABLE>
DIRECTORS AND OFFICERS OF THE BANK
SHARES OF REGISTRANT'S COMMON STOCK
-----------------------------------
NAME BENEFICIALLY OWNED PERCENTAGE
---- ------------------ ----------
James F. Bodine................. 10,833 1.19%
S. Amos Brackeen................ 5,000 .56%
Emma C. Chappell (1)............ 7,000 .77%
Kemel G. Dawkins................ 8,333 .91%
L. Armstead Edwards............. 10,833 1.19%
Marionette Y. Frazier........... 9,350 1.02%
William C. Green (2)............ 13,833 1.51%
Angela M. Huggins............... 4,200 .46%
William B. Moore................ 1,000 .11%
Ernest L. Wright................ 5,000 .55%
TOTAL...................... 75,382 8.26%
- ----------
(1) Dr. Chappell also acts as Trustee of a voting trust agreement pursuant to
which Fahnstock, Inc deposited 5,209 shares of Common Stock of UBS with Dr.
Chappell as Trustee, to be voted by Dr. Chappell pursuant to the terms of
the Voting Trust. The term of the Voting Trust is ten years.
Dr. Chappell acts as Trustee of a voting trust agreement pursuant to which
NationsBank Corporation deposited 33,500 shares of Common Stock of UBS with
Dr. Chappell as Trustee, to be voted by Dr. Chappell pursuant to the terms
of the Voting Trust. The term of the Voting Trust is ten years.
Dr. Chappell also owns options to purchase up to 29,694 shares of the common
stock of UBS at a purchase price of $8.54 per share. This option was awarded
in December, 1998 and remains in effect for a term of five years from that
date.
(2) Owned jointly with Liller B. Green, his wife.
7
<PAGE>
LITIGATION
No other material claims have been instituted or threatened by or against
UBS or its affiliates other than in the normal course of business.
ADJOURNMENT
If sufficient votes in favor of any of the proposals set forth herein are
not received by the time scheduled for the meeting, the persons named as proxies
may propose one or more adjournments of the meeting for a period or periods of
not more than 60 days in the aggregate to permit further solicitation of proxies
with respect to any such proposal. Any adjournment will require the affirmative
vote of a majority of the votes cast on the question in person or by proxy at
the session of the meeting to be adjourned. The persons named as proxies will
vote in favor of such adjournment those proxies which they are entitled to vote
in favor of such proposals. They will vote against any such adjournment those
proxies required to be voted against any such proposals. The Bank pays the costs
of any additional solicitation and of any adjourned session.
OTHER MATTERS
The Board of Directors knows of no other business to be brought before the
meeting. However, if any other matters come before the meeting, it is the
intention that the proxies which do not contain specific restrictions to the
contrary will be voted on such matters in accordance with the judgment of the
persons named on the enclosed form of proxy.
FINANCIAL STATEMENTS
The consolidated financial statements of UBS are not set forth in this Proxy
Statement. However, they are distributed herewith in the Annual Report of UBS
for the year ended December 31, 1998.
YOUR VOTE IS IMPORTANT
NO MATTER HOW MANY SHARES YOU OWN
PLEASE INDICATE YOUR VOTING INSTRUCTIONS ON THE ENCLOSED PROXY FORM, DATE
AND SIGN IT, AND RETURN IT IN THE ENVELOPE PROVIDED, WHICH IS ADDRESSED FOR YOUR
CONVENIENCE AND NEEDS NO POSTAGE, IF MAILED IN THE UNITED STATES. IN ORDER TO
AVOID ADDITIONAL EXPENSE TO UBS OR FURTHER SOLICITATION, WE ASK YOUR COOPERATION
IN MAILING YOUR PROXY FORM PROMPTLY.
<PAGE>
PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE
UNITED BANCSHARES, INC.
PROXY
ANNUAL MEETING OF SHAREHOLDERS TO BE HELD JUNE 11, 1999
----------
THIS PROXY IS SOLICITED ON BEHALF OF
THE BOARD OF DIRECTORS
----------
VOTE THIS PROXY FORM TODAY!
YOUR PROMPT RESPONSE WILL SAVE THE BANK
THE EXPENSE OF ADDITIONAL MEETINGS
The undersigned hereby constitutes and appoints James F. Bodine and L.
Armstead Edwards, or either of them, proxy of the undersigned with full power of
substitution to vote all of the shares of United Bancshares, Inc. that the
undersigned may be entitled to vote at the Annual Meeting of Shareholders of
United Bancshares, Inc. to be held at the Federal Reserve Bank of Philadelphia,
10 Independence Mall, Philadelphia, PA 19106 on June 11, 1999 at 10:00 A.M.,
prevailing time, and any adjournments thereof. All powers may be exercised by a
majority of said proxy holders or substitutes voting or acting or, if only one
votes and acts, then by that one. This Proxy shall be voted on the proposals
described in the Proxy Statement as specified below. Receipt of the Notice of
the Meeting and the accompanying Proxy Statement is hereby acknowledged.
PLEASE REFER TO THE PROXY STATEMENT DISCUSSION OF EACH OF THESE MATTERS.
IF NO SPECIFICATION IS MADE, THE PROXY SHALL BE VOTED FOR THE PROPOSALS.
AS TO ANY OTHER MATTERS, SAID ATTORNEYS SHALL VOTE IN ACCORDANCE WITH THEIR
BEST JUDGMENT.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR EACH OF THE FOLLOWING.
1. PROPOSAL FOR RE-ELECTION OF CLASS D DIRECTORS. To elect the three nominees
listed below:
S. AMOS BRACKEEN [ ] FOR [ ] AGAINST [ ] ABSTAIN
EMMA C. CHAPPELL [ ] FOR [ ] AGAINST [ ] ABSTAIN
WILLIAM B. MOORE [ ] FOR [ ] AGAINST [ ] ABSTAIN
2. PROPOSAL FOR RATIFICATION OF INDEPENDENT AUDITORS. To ratify the selection
of Grant Thornton LLP as independent auditors for 1998.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
3. PROPOSAL FOR RATIFICATION OF CLASS B COMMON STOCK. To ratify the
establishment of a class of non-voting common stock.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
(PLEASE SIGN ON THE OTHER SIDE)
<PAGE>
4.In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the Annual Meeting and any adjournment
thereof.
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 PROPOSALS 1-3.
THIS PROXY SHOULD BE DATED, SIGNED BY THE SHAREHOLDER EXACTLY AS HIS OR HER
NAME APPEARS ON HIS OR HER STOCK CERTIFICATE AND RETURNED PROMPTLY TO THE BANK
IN THE ENCLOSED ENVELOPE. PERSONS SIGNING IN A FIDUCIARY CAPACITY SHOULD SO
INDICATE.
NOTE: PLEASE SIGN EXACTLY AS YOUR NAME APPEARS ON THIS PROXY. WHEN SIGNING IN A
FIDUCIARY CAPACITY, SUCH AS EXECUTOR, ADMINISTRATOR, TRUSTEE, ATTORNEY,
GUARDIAN, ETC., PLEASE SO INDICATE. CORPORATE AND PARTNERSHIP PROXIES
SHOULD BE SIGNED BY AN AUTHORIZED PERSON INDICATING THE PERSON'S TITLE.
Dated:__________________________, 1999
_______________________________________
Signature(s) (Title(s), if applicable)
_______________________________________
Please print name
ADMISSION TICKET
IN THE EVENT THAT YOU WILL BE ATTENDING THE
ANNUAL MEETING OF SHAREHOLDERS, THIS
FORM WILL SERVE AS YOUR ADMISSION TICKET TO THE MEETING
NO PERSON WILL BE ADMITTED TO THE MEETING WITHOUT AN ADMISSION TICKET
