SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
Filed by the Registrant [X]
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[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant toss.240.14a-11(c) orss.240.14a-12
DRYCLEAN USA, Inc.
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(Name of Registrant as Specified in Its Charter)
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DRYCLEAN USA, INC.
290 N.E. 68TH STREET
MIAMI, FLORIDA 33138
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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON NOVEMBER 13, 2003
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Miami, Florida
October 17, 2003
To the Stockholders of
DRYCLEAN USA, Inc.:
NOTICE IS HEREBY GIVEN that the 2003 Annual Meeting of Stockholders of
DRYCLEAN USA, Inc., a Delaware corporation (the "Company"), will be held on
Thursday, November 13, 2003, at 11:00 A.M., Eastern standard time, at the
offices of the Company and the Company's subsidiary, Steiner-Atlantic Corp., 290
N.E. 68th Street, Miami, Florida, for the purpose of considering and acting upon
the following matters:
(1) The election of seven (7) directors to serve until the next annual
meeting of stockholders and until the election and qualification of their
respective successors; and
(2) The transaction of such other business as may properly be brought
before the meeting or any adjournments or postponements thereof.
The Board of Directors has fixed the close of business on October 3,
2003 as the record date for the determination of stockholders entitled to notice
of, and to vote at, the meeting.
By Order of the Board of Directors,
Lloyd Frank,
Secretary
THE RETURN OF YOUR SIGNED PROXY AS PROMPTLY AS POSSIBLE WILL GREATLY FACILITATE
ARRANGEMENTS FOR THE MEETING. NO POSTAGE IS REQUIRED IF THE PROXY IS RETURNED IN
THE ENCLOSED ENVELOPE AND MAILED IN THE UNITED STATES.
DRYCLEAN USA, INC.
290 N.E. 68TH STREET
MIAMI, FLORIDA 33138
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PROXY STATEMENT
FOR ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON NOVEMBER 13, 2003
----------------
INTRODUCTION
This Proxy Statement, to be mailed to stockholders on or about October
17, 2003, is furnished in connection with the solicitation by the Board of
Directors of DRYCLEAN USA, Inc., a Delaware corporation (the "Company"), of
proxies in the accompanying form (the "Proxy" or "Proxies") for use at the 2003
Annual Meeting of Stockholders of the Company (the "Meeting") to be held on
Thursday, November 13, 2003, and at any adjournments or postponements thereof.
The Meeting will be held at the place and time stated in the notice attached
hereto.
All Proxies properly and timely received will be voted in accordance
with the specifications made thereon or, in the absence of any specification,
for the election of all of the nominees named herein to serve as directors. Any
Proxy given pursuant to this solicitation may be revoked by the person giving it
at any time prior to the exercise of the powers conferred thereby by (i) notice
in writing or by a later dated proxy received by the Company at 290 N.E. 68th
Street, Miami, Florida 33138, Attention: President, or (ii) by voting in person
at the Meeting.
Only holders of record of the Company's Common Stock (the "Common
Stock") as of the close of business on October 3, 2003 (the "Record Date") are
entitled to notice of, and to vote at, the Meeting or any adjournments or
postponements thereof for which a new record date is not fixed. As of the close
of business on the Record Date, there were issued and outstanding 6,996,450
shares of Common Stock. Stockholders whose Common Stock is held in "street name"
(that is, whose shares are held by, and registered in the name of, a broker or
other nominee) who wish to vote at the Meeting will need to obtain a proxy form
from the institution that holds their shares and follow the voting instructions
on that form.
The presence, in person or represented by proxy, of a majority of the
outstanding Common Stock will constitute a quorum for the transaction of
business at the Meeting. Brokers that are members of the New York Stock Exchange
have discretion to vote the shares of their clients that the broker holds in
street name for its customers but as to which the broker has received no voting
direction from the beneficial owner of the shares with respect to non-contested
elections of directors and certain other matters. Brokers are, therefore,
expected to vote such shares on the election of directors. If a broker, nominee
or other fiduciary holding shares in "street name" votes some, but not all, of
the shares held by it as record owned for one or more beneficial owner of shares
on one or more matters, the shares not voted by it on a matter are called
"broker non-votes." Proxies submitted which contain abstentions or broker
non-votes will be deemed present at the Meeting for determining the presence of
a quorum.
Each share of Common Stock held as of the Record Date is entitled to
one vote on each matter to be acted upon at the Meeting. A plurality of the
votes (that is, the seven persons receiving the highest number of affirmative
votes) of the shares present in person or represented by proxy at the Meeting
and entitled to vote on the election of directors will be required for the
election of directors. While the Company knows of no matters other than the
election of directors to be brought before the Meeting (see "Miscellaneous -
Other Matters"), if any other matters are brought before the Meeting, under
Delaware law approval thereof will require the affirmative vote of either a
majority of the Common Stock present in person or represented by proxy at the
Meeting and entitled to vote on the subject matter or a majority of all
outstanding shares of Common Stock. Abstentions will have the effect of a
negative vote on all such matters. Broker non-votes, which are considered not
entitled to vote, will have no effect on the outcome of the vote on a matter
requiring approval by a majority of those entitled to vote on the matter, but
will have the effect of a negative vote on any matter requiring approval by a
majority of all outstanding shares of Common Stock.
OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
The following table sets forth information, as at September 30, 2003,
with respect to the shares of Common Stock that are beneficially owned by (i)
any person (including any "group," as that term is used in Section 13(d)(3) of
the Securities Exchange Act of 1934) who is known to the Company to be the
beneficial owner of more than five percent of the Company's outstanding Common
Stock, (ii) the executive officers of the Company named in the Summary
Compensation Table under the caption "Executive Compensation," below, (iii) each
director and nominee to serve as a director of the Company and (iv) all
executive officers and directors of the Company as a group:
AMOUNT AND
NATURE OF
BENEFICIAL PERCENT
BENEFICIAL OWNER OWNERSHIP (1) OF CLASS (2)
---------------- ------------- ------------
William K. Steiner 2,290,977 32.7%
290 N.E. 68th Street
Miami, FL 33138
Michael S. Steiner 2,260,577 32.3%
290 N.E. 68th Street
Miami, FL 33138
Venerando J. Indelicato 304,937 (3) 4.4%
David Blyer 10,000 (4) *
Lloyd Frank 34,119 (5) *
Alan M. Grunspan 21,500 (6) *
Stuart Wagner 15,000 (7) *
Executive officers and 4,937,110 (8) 70.2%
directors as a group
(7 persons)
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Footnotes appear on the following page.
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(1) Except as noted in the following footnotes, all beneficially owned
shares are owned with sole voting and investment power.
(2) Asterisk indicates less than one percent.
(3) Includes (a) 163,718 shares (2.3% of the Company's outstanding Common
Stock) owned by Mr. Indelicato and his wife as co-trustees under his
living trust under which the sole lifetime beneficiary is Mr.
Indelicato and (b) 141,219 shares (2.0% of the Company's outstanding
Common Stock) owned by Mr. Indelicato and his wife as co-trustees under
the living trust of Mr. Indelicato's wife under which the sole lifetime
beneficiary is Mr. Indelicato's wife. Mr. Indelicato disclaims
beneficial ownership of the shares owned by his wife's living trust.
(4) Represents shares which are not outstanding but which are subject to
issuance upon the exercise of a stock option that is presently
exercisable in full.
(5) Includes (a) 21,494 shares owned by Mr. Frank's wife, as to which Mr.
Frank disclaims beneficial ownership, and (b) 10,000 shares which are
not outstanding but which are subject to issuance upon the exercise of
a stock option that is presently exercisable in full.
(6) Includes 10,000 shares which are not outstanding but which are subject
to issuance upon the exercise of a stock option that is presently
exercisable in full.
(7) Represents (a) 5,000 shares owned by Mr. Wagner's wife, as to which Mr.
Wagner disclaims beneficial ownership, and (b) 10,000 shares which are
not outstanding but which are subject to issuance upon the exercise of
a stock option that is presently exercisable in full.
(8) Includes (a) 26,494 shares owned by spouses of directors, as to which
such directors disclaim beneficial ownership, and (b) 40,000 shares
which are not outstanding but which are subject to issuance upon the
exercise of stock options that are presently exercisable in full.
ELECTION OF DIRECTORS
Unless otherwise directed, the persons named in the enclosed Proxy
intend to cast all votes pursuant to Proxies received for the election of
Messrs. Michael S. Steiner, William K. Steiner, Venerando J. Indelicato, David
Blyer, Lloyd Frank, Alan M. Grunspan and Stuart Wagner (said persons being
hereinafter referred to as the "nominees") as directors upon their nomination at
the Meeting. Directors elected at the Meeting will serve until the next Annual
Meeting of Stockholders and until their respective successors are elected and
qualified. All nominees were elected by stockholders at the Company's 2002
Annual Meeting of Stockholders.
In the event that any of the nominees should become unavailable to
serve as a director for any reason, the holders of the Proxies have
discretionary authority to vote for one or more alternate nominees who may be
designated by the Board of Directors. The Company believes that all of the
nominees are available to serve as directors.
BACKGROUND OF NOMINEES
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Michael S. Steiner, 47, has been President, Chief Executive Officer and
a director of the Company since the effectiveness of the merger of
Steiner-Atlantic Corp. ("Steiner") with and into a subsidiary of the Company on
November 1, 1998 (the "Merger") and President and Chief Executive Officer of
Steiner since 1988.
William K. Steiner, 73, has been Chairman of the Board and a director
of the Company since the effectiveness of the Merger on November 1, 1998 and
Chairman of the Board of Steiner since he founded Steiner in 1960.
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Venerando J. Indelicato, 70, was President of the Company from December
1967 until the effectiveness of the Merger on November 1, 1998 and since that
time has been Treasurer and Chief Financial Officer of the Company. Mr.
Indelicato has been a director of the Company since 1966.
David Blyer, 43, has served as a director of the Company since the
effectiveness of the Merger on November 1, 1998. Mr. Blyer was Chief Executive
Officer and President of Vento Software, a developer of software for specialized
business applications, from 1994, when he co-founded that company, until
mid-2002, when it was sold to an unaffiliated third party. Since that time, Mr.
Blyer has been an independent consultant.
Lloyd Frank, 78, has been a director of the Company since 1977. Mr.
Frank has been a member of the law firm of Jenkens & Gilchrist Parker Chapin LLP
and its predecessor since 1977. The Company retained Jenkens & Gilchrist Parker
Chapin LLP during the Company's last fiscal year and is retaining that firm
during the Company's current fiscal year. Mr. Frank is also a director of Park
Electrochemical Corp. and Volt Information Sciences, Inc.
Alan M. Grunspan, 43, has served as a director of the Company since May
1999. Mr. Grunspan has been a member of the law firm of Kaufman Dickstein &
Grunspan P.A. since 1991. The Company retained Kaufman Dickstein & Grunspan P.A.
during the Company's last fiscal year and is retaining that firm during the
Company's current fiscal year.
Stuart Wagner, 71, has served as a director of the Company since the
effectiveness of the Merger on November 1, 1998. Mr. Wagner has served as a
consultant to Diversitech Corp., a manufacturer and distributor of HVAC
products, since 1997. From 1975 to 1997, Mr. Wagner was President of Wagner
Products Corp., a manufacturer and distributor of HVAC products, a company which
he founded.
Michael S. Steiner is the son of William K. Steiner. There are no other
family relationships among any of the directors and executive officers of the
Company. All directors serve until the next annual meeting of stockholders and
until the election and qualification of their respective successors. All
officers serve at the pleasure of the Board of Directors.
MEETINGS OF THE BOARD OF DIRECTORS
During the Company's fiscal year ended June 30, 2003, its Board of
Directors held four meetings. Each director attended each of the meetings of the
Board of Directors and the committees on which he served that were held during
that fiscal year.
The Board of Directors has standing Audit and Compensation Committees.
The Board does not have a standing Nominating Committee.
The Board's Audit Committee consists of Alan M. Grunspan (Chairman),
David Blyer and Stuart Wagner, each of whom meets the independence requirements
for audit committee members under the listing standards of the American Stock
Exchange, on which the Company's Common Stock is listed. The Audit Committee
provides assistance to the Company's Board of Directors in fulfilling the
Board's oversight responsibilities. The Audit Committee operates under a written
charter adopted by the Board of Directors, which the Committee annually reviews,
assesses and, with respect to which, if it deems it appropriate, recommends
changes to the Board. A copy of the Audit Committee's charter was most recently
published in the Company's proxy statement for its 2001 Annual Meeting of
Stockholders. Under its charter, the Audit Committee serves as an independent
and objective party to monitor the Company's financial reporting process and
internal control system; reviews and appraises the audit efforts of the
Company's independent auditors; and provides an open avenue of communication
among the Company's independent auditors, financial and senior management and
the Board. Among other things, the Audit Committee reviews the financial reports
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and other financial information provided by the Company to any governmental body
and the public; the Company's systems of internal controls regarding finance,
accounting, legal compliance and ethics that management and the Board may from
time to time adopt; and the Company's auditing, accounting and financial
reporting processes generally. The Audit Committee also recommends to the Board
the selection of the independent auditors for each fiscal year, confirms the
independence of the independent auditors and approves the fees and other
compensation to be paid to the independent auditors. A report of the Audit
Committee appears under the caption "Audit Committee Report," below. The Audit
Committee held four meetings during the year ended June 30, 2003.
The members of the Compensation Committee are David Blyer, Lloyd Frank
and Stuart Wagner. This Committee approves salaries of all executive officers,
administers (including granting options under) the Company's employee stock
option plans, approves changes in retirement plans and reviews the Company's
other employee benefit arrangements. The Compensation Committee did not meet
during the year ended June 30, 2003.
AUDIT COMMITTEE REPORT
Management has the primary responsibility for the Company's financial
reporting process, including its consolidated financial statements, while the
Board is responsible for overseeing the Company's accounting, auditing and
financial reporting practices and the Company's independent public accountants
have the responsibility for the examination of the Company's annual consolidated
financial statements, expressing an opinion on the conformity of those financial
statements with accounting principles generally accepted in the United States
and issuing a report thereon. In assisting the Board in fulfilling its oversight
responsibility with respect to the Company's year ended June 30, 2003, the Audit
Committee:
o Reviewed and discussed the audited consolidated financial statements for
the fiscal year ended June 30, 2003 with management and BDO Seidman, LLP
("BDO Seidman"), the Company's independent public accountants;
o Discussed with BDO Seidman the matters required to be discussed by
Statement on Auditing Standards No. 61 relating to the conduct of the
audit; and
o Received the written disclosures and the letter from BDO Seidman regarding
its independence as required by Independence Standards Board Standard No.
1, Independence Discussions with Audit Committees. The Audit Committee also
discussed BDO Seidman's independence with BDO Seidman and considered
whether the provision of non-audit services rendered by BDO Seidman was
compatible with maintaining its independence under Securities and Exchange
Commission rules governing the independence of a company's outside auditors
(see "Miscellaneous - Auditors").
Based on the foregoing review and discussions, the Audit Committee
recommended to the Board that the Company's audited consolidated financial
statements for the fiscal year ended June 30, 2003 be included in the Company's
Annual Report on Form 10-KSB filed with the Securities and Exchange Commission
for that year.
Respectfully,
David Blyer
Alan M. Grunspan
Stuart Wagner
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EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following table sets forth information concerning the compensation
of Michael S. Steiner, the Company's only executive officer whose cash
compensation exceeded $100,000 during the Company's fiscal year ended June 30,
2003 for services in all capacities to the Company during the Company's 2003,
2002 and 2001 fiscal years:
Long-Term
Annual Compensation Compensation
Name and ------------------- ------------ All Other
Principal Position Year Salary Options Compensation(1)
- ------------------- ---- ------ ----------------- ---------------
Michael S. Steiner, 2003 $250,000 -- $1,000 (1)
President and Chief 2002 225,000 -- 875
Executive Officer 2001 175,000 -- 875
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(1) "All Other Compensation" for fiscal 2003 represents the Company's
matching contribution in fiscal 2003 for Michael S. Steiner under the
Company's Profit Sharing Plan pursuant to Section 401(k) of the
Internal Revenue Code of 1986, as amended.
OPTION GRANTS AND EXERCISES IN LAST FISCAL YEAR AND YEAR-END VALUES
No options were granted to, or exercised by, Michael S. Steiner during
the Company's fiscal year ended June 30, 2003 nor were any options held by Mr.
Steiner at June 30, 2003.
STANDARD REMUNERATION OF DIRECTORS
Each non-employee director receives a fee of $5,000 per annum. The
Chairman of the Audit Committee (presently Alan M. Grunspan) receives an
additional fee of $5,000 per annum for services in that capacity. Directors are
also reimbursed for out-of-pocket expenses incurred in connection with
performing their duties. In the event that the Board of Directors holds more
than four meetings during a fiscal year in addition to its annual meeting held
on the date of the Annual Meeting of Stockholders, each director receives $750
for each such additional meeting such director attends.
Pursuant to the Company's 1994 Non-Employee Director Stock Option Plan,
each non-employee director of the Company serving on August 24, 1994 was granted
an option to purchase 10,000 shares of the Company's Common Stock and each
person who subsequently became or becomes a non-employee director is also
granted, at the time of election to the Board, an option to purchase 10,000
shares of the Company's Common Stock at an exercise price equal to 100% of the
fair market value of the Company's Common Stock on the date of grant. Each
option is for a term of ten years and vests over a four-year period commencing
one year after the date of grant (with vesting credit given for any service on
the Board of Directors prior to the date of grant).
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Company leases warehouse and office space from William K. Steiner,
a principal stockholder, Chairman of the Board of Directors and a director of
the Company, under a lease which expires in October 2004. Annual rental under
this lease is approximately $83,200.
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MISCELLANEOUS
AUDITORS
BDO Seidman, LLP ("BDO Seidman") has acted as the Company's independent
auditors since the Company's 1999 fiscal year. The 2003 Annual Report to
Stockholders of the Company, including financial statements and report thereon
of BDO Seidman, accompanies this Proxy Statement but is not incorporated in and
is not to be deemed a part of this Proxy Statement. The Company's Audit
Committee has selected BDO Seidman to act as auditors for the Company during the
year ending June 30, 2004. The Audit Committee nevertheless retains the
discretion to select different auditors should it then deem it in the Company's
interests. Representatives of BDO Seidman are expected to be present at the
Meeting with the opportunity to make a statement if they desire to do so and are
expected to be available to respond to appropriate questions addressed by
stockholders.
Audit Fees
Aggregate fees and expenses billed to the Company by BDO Seidman for
its audit of the Company's annual financial statements for the year ended June
30, 2003 and for its reviews of the financial statements included in the
Company's Quarterly Reports on Form 10-QSB filed with the Securities and
Exchange Commission for that year totaled $55,650.
Financial Information Systems Design and Implementation Fees
The Company did not engage BDO Seidman to provide advice to the Company
regarding financial information systems design and implementation during the
fiscal year ended June 30, 2003.
All Other Fees
Fees and expenses billed to the Company by BDO Seidman for services
rendered during the Company's 2003 fiscal year for all other services rendered
to the Company, comprising tax preparation services, totaled $5,000.
In connection with the standards for independence of a company's
independent public accountants promulgated by the Securities and Exchange
Commission, the Audit Committee has considered whether the provision of such
services is compatible with maintaining the independence of BDO Seidman.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act requires the Company's
executive officers and directors, and persons who beneficially own more than 10%
of the Company's Common Stock, to file initial reports of ownership, and reports
of changes of ownership, of the Company's equity securities with the Securities
and Exchange Commission and furnish copies of those reports to the Company.
Based solely on a review of the copies of the reports furnished to the Company
to date and written representations that no reports were required, the Company
believes that all reports required to be filed by such persons with respect to
the Company's fiscal year ended June 30, 2003 were timely filed.
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STOCKHOLDER PROPOSALS
From time to time stockholders may present proposals for consideration
at a meeting of stockholders which may be proper subjects for inclusion in the
Company's proxy statement and form of proxy relating to that meeting.
Stockholder proposals intended to be included in the Company's proxy statement
and form of proxy relating to the Company's Annual Meeting of Stockholders
presently scheduled to be held in November 2004 must be received by the Company
at its principal executive offices, 290 N.E. 68th Street, Miami, Florida 33138,
by June 19, 2004. Any such proposals, as well as any questions relating thereto,
should be directed to the President of the Company. As to any proposals intended
to be presented by a stockholder without inclusion in the Company's proxy
statement and form of proxy for the Company's next Annual Meeting of
Stockholders, the proxies named in the Company's form of proxy for that meeting
will be entitled to exercise discretionary authority on that proposal unless the
Company receives notice of the matter on or before September 2, 2004. However,
even if such notice is timely received, such proxies may nevertheless be
entitled to exercise discretionary authority on that matter to the extent
permitted by Securities and Exchange Commission regulations.
ADDITIONAL INFORMATION
The cost of solicitation of Proxies, including the cost of reimbursing
banks and brokers for forwarding proxy soliciting material to their principals,
will be borne by the Company. Proxies may be solicited without extra
compensation by certain officers and regular employees of the Company by mail
and, if determined to be necessary, by telephone, telecopy, telegraph or
personal interviews.
OTHER MATTERS
The Board of Directors does not intend to bring before the Meeting any
matters other than those specifically described above and knows of no matters
other than the foregoing to come before the Meeting. If any other matters or
motions properly come before the Meeting, it is the intention of the persons
named in the accompanying form of Proxy to vote such Proxy in accordance with
their judgment on such matters or motions, including any matters dealing with
the conduct of the Meeting.
By Order of the Board of Directors,
Lloyd Frank,
Secretary
Dated: October 17, 2003
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DRYCLEAN USA. INC.
|X| PLEASE MARK VOTES
AS IN THIS EXAMPLE
PROXY FOR ANNUAL MEETING OF STOCKHOLDERS
NOVEMBER 13, 2003
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Michael S. Steiner, Venerando J.
Indelicato and Lloyd Frank, and each of them, proxies, with full power of
substitution, to vote at the Annual Meeting of Stockholders of DRYCLEAN USA,
Inc. to be held on Thursday, November 13, 2003 (including any adjournments or
postponements thereof) according to the number of votes the undersigned might
cast and with all powers the undersigned would possess if personally present,
upon the matter specified hereon, as more fully described in the accompanying
Notice of such meeting and Proxy Statement, receipt of which is hereby
acknowledged, and with discretionary power upon such other business as may come
before the meeting, hereby revoking any proxies heretofore given.
Election of Directors:
MICHAEL S. STEINER, WILLIAM K. STEINER, FOR WITH- FOR ALL
VENERANDO J. INDELICATO, DAVID BLYER, HOLD EXCEPT
LLOYD FRANK, ALAN M. GRUNSPAN AND
STUART WAGNER | | | | | |
INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY
INDIVIDUAL NOMINEE(S), MARK "FOR ALL EXCEPT" AND WRITE THAT
NOMINEE'S NAME IN THE SPACE PROVIDED BELOW.
Please be sure to sign and date Date EACH PROPERLY EXECUTED PROXY WILL BE VOTED
this Proxy in the box below IN ACCORDANCE WITH THE SPECIFICATIONS MADE ABOVE.
IF NO SPECIFICATIONS ARE MADE, THE SHARES
REPRESENTED BY THIS PROXY WILL BE VOTED "FOR"
ALL LISTED NOMINEES.
Stockholder sign above Co-holder (if any) sign above
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Detach above card, sign, date and mail in postage paid envelope provided.
DRYCLEAN USA, INC.
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Please sign your name or names exactly as set forth hereon. When stock is
in the name of more than one person, each such person should sign the proxy.
When signing as attorney, executor, administrator, trustee or guardian, please
indicate the capacity in which you are acting. Proxies executed by corporations
should be signed by a duly authorized officer.
STOCKHOLDERS WHO DESIRE TO HAVE STOCK VOTED AT THE MEETING ARE REQUESTED TO
FILL IN, DATE, SIGN AND RETURN THIS PROXY. NO POSTAGE IS REQUIRED IF RETURNED IN
THE ENCLOSED ENVELOPE AND MAILED IN THE UNITED STATES.
PLEASE ACT PROMPTLY
SIGN, DATE & MAIL YOUR PROXY CARD TODAY
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IF YOUR ADDRESS HAS CHANGED, PLEASE CORRECT THE ADDRESS IN THE SPACE PROVIDED
BELOW AND RETURN THIS PORTION WITH THE PROXY IN THE ENVELOPE PROVIDED.
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