Persons and groups who beneficially own in excess of five percent of
the Common Stock are required to file certain reports with the Securities and
Exchange Commission (the "SEC") regarding such ownership. The following table
sets forth, as of the Record Date, the shares of Common Stock beneficially owned
by executive officers and Directors as a group and by each person who was the
beneficial owner of more than five percent of the Company's outstanding shares
of Common Stock.
Amount of Shares
Owned and Nature Percent of Shares
Name and Address of of Beneficial of Common Stock
Beneficial Owners Ownership Outstanding
Liberty Bancorp, MHC
1410 St. Georges Avenue 2,067,729 63.3%
Avenel, New Jersey 07001
Liberty Bancorp, MHC and
all directors and executive officers 2,219,215 68.1%
as a group (1)
-----------------
(1) The Company's executive officers and directors are also executive officers
and directors of Liberty Bancorp, MHC.
PROPOSAL I ELECTION OF DIRECTORS
The Board of Directors consists of eight members. The Company's bylaws
provide that approximately one-third of the directors are to be elected
annually. Directors of the Company are generally elected to serve for a
three-year period and until their respective successors shall have been elected
and shall qualify. Two directors will be elected at the Annual Meeting to serve
for a three-year period and until their respective successors shall have been
elected and shall qualify. The Board of Directors has nominated to serve as
directors for three-year terms John R. Bowen and Michael J. Widmer. Each
individual is currently a member of the Board of Directors.
2
The table below sets forth certain information, as of April 22, 2002,
regarding members of the Company's Board of Directors. It is intended that the
proxies solicited on behalf of the Board of Directors (other than proxies in
which the vote is withheld as to the nominee) will be voted at the Meeting for
the election of the nominees identified below. If a nominee is unable to serve,
the shares represented by proxies will be voted for the election of such
substitute as the Board of Directors may recommend. At this time, the Board of
Directors knows of no reason why the nominee might be unable to serve, if
elected. Except as indicated herein, there are no arrangements or understandings
between the nominee and any other person pursuant to which such nominee was
selected.
Shares
Position(s) Held With Director Current Beneficially Percent of
Name the Company Age Since(1) Term Expires Owned Class
---------------------- ---------------------- ----------- ----------- ------------ ----------- -----------
NOMINEES
John R. Bowen Chairman, President 61 1973 2002 38,900 1.2%
and Chief Executive Officer
Michael J. Widmer Executive Vice President, 42 1998 2002 18,401 *
Chief Operating Officer,
Chief Financial Officer
and Director
OTHER BOARD MEMBERS
Neil R. Bryson, DDS Director 62 1990 2003 13,142 *
Anthony V. Caruso Director and Legal Counsel 75 1984 2003 4,142 *
John C. Marsh Director 74 1968 2004 5,142 *
Paul J. McGovern Director 55 1988 2004 25,142 *
Nelson L. Taylor, Jr. Director 71 1966 2004 13,142 *
Annette Catino Director 45 2000 2003 2,000 *
EXECUTIVE OFFICERS WHO ARE NOT DIRECTORS
Lucille Capece Vice President 58 N/A N/A 15,895 *
Paula L. Palermo Vice President 43 N/A N/A 3,000 *
Daniel Bennett Vice President 50 N/A N/A -0- *
Joseph F. Coccaro Treasurer 44 N/A N/A 4,000 *
Leslie C. Whelan Secretary 38 N/A N/A 950 *
All directors and executive officers 144,856 4.4%
as a group (13 persons)
* Less than 1%.
(1) Reflects initial appointment to the Board of Directors of the Company or the
Board of Directors of Axia Federal Savings Bank, the mutual predecessor of
Liberty Bank.
The business experience for the past five years for each of the
Company's directors and executive officers is as follows:
John R. Bowen is the President, Chief Executive Officer and Chairman of
the Board of Directors. Mr. Bowen has been employed by Liberty Bank (the
"Bank"), the Company's wholly owned subsidiary, in various capacities since
1964. Mr. Bowen was elected President and Chief Executive Officer in 1973 and
Chairman in 1995. He serves as Vice Chairman of the Board of Trustees of the
Rahway Center Partnership, a non-profit community development organization.
Michael J. Widmer has served as Chief Operating Officer of the Bank
since February 2001, Chief Financial Officer of the Bank since February 1998 and
Executive Vice President of the Bank since March 1996. Mr. Widmer is President
of the Board of Trustees of the Union County Arts Center.
Neil R. Bryson is a Doctor of Dental Surgery, a Board Certified
Periodontist, a Prosthiodontist and a member of the American Dental Association
in private practice in Colonia, New Jersey.
3
Anthony V. Caruso has served as the Bank's legal counsel since 1963.
Mr. Caruso is a former Municipal Judge of Rahway, New Jersey, and is a member of
the Board of Governors of The Rahway Hospital.
John C. Marsh is President and Chief Executive Officer of Consumers
International. Prior to that position, Mr. Marsh held various administrative
positions in area hospitals. Mr. Marsh is a former Mayor of the City of Rahway,
New Jersey.
Paul J. McGovern is retired from the position of Senior Director of
Internal Auditing for Merck & Co., Inc. Mr. McGovern is a Certified Public
Accountant. Mr. McGovern is a member of the Board of Trustees of Don Bosco
Preparatory School, Ramsey, New Jersey.
Nelson L. Taylor, Jr. is the President and owner of West End Garage,
Inc., a Chrysler Plymouth automobile agency in Rahway, New Jersey. Mr. Taylor is
a member of the Board of Governors of The Rahway Hospital.
Annette Catino is the President and Chief Executive Officer of Qualcare
Inc., a managed care organization located in Piscataway, New Jersey. She is a
member of the Monmouth University Healthcare Advisory Council. She is also a
member of the Val Skinner Foundation, a charitable organization dedicated to
fundraising for breast cancer research and awareness.
Lucille Capece has served as Vice President of Operations of the Bank
since 1979.
Paula L. Palermo joined the Bank as Vice President of Sales and Service
in March of 2000. Prior to joining the Bank, Ms. Palermo served in a similar
capacity for Summit Bank.
Daniel Bennett joined the Bank as Vice President of Lending in October
of 2000. Prior to joining the Bank, Mr. Bennett was Senior Commercial Real
Estate Mortgage Officer for First National Bank of Long Island.
Joseph F. Coccaro has served as Treasurer of the Bank since 1988.
Leslie C. Whelan joined the Bank in 1991 and has served as Corporate
Secretary since October of 1993.
Meetings and Committees of the Board of Directors
The business of the Company is conducted at regular and special
meetings of the full Board and its standing committees. The standing committees
are the Executive Committee, the Finance Committee and the Audit Committee. The
full Board of Directors acts as Nominating Committee for the Company. During the
fiscal year ended December 31, 2001, the Board of Directors met at 12 regular
meetings. No member of the Board or any committee thereof attended less than 75%
of said meetings.
The Executive Committee consists of Directors Taylor, Jr. (who serves
as Chairman), Bowen, Marsh and McGovern. The Executive Committee meets as
necessary when the Board is not in session to exercise general control and
supervision in all matters pertaining to the interests of the Company, subject
at all times to the direction of the Board of Directors. The Executive Committee
met 9 times during 2001.
The Finance Committee consists of Directors Taylor, Jr. (who serves as
Chairman), Bryson, Caruso and McGovern. The Finance Committee addresses
financial planning issues. The Finance Committee did not meet during 2001.
The Audit Committee consists of Directors McGovern (who serves as
Chairman), Bowen, Catino and Taylor, Jr. The Audit Committee examines and
approves the audit report prepared by the independent auditors of the Bank,
reviews and recommends the independent auditors to be engaged by the Company,
reviews the internal accounting controls of the Company and reviews and approves
audit policies. The Audit Committee met 1 time during 2001.
4
Audit Committee Report
In accordance with rules recently established by the SEC, the Audit
Committee has prepared the following report for inclusion in the proxy
statement.
As part of its ongoing activities, the Audit Committee has:
o Reviewed and discussed with management the Company's audited
consolidated financial statements for the fiscal year ended
December 31, 2001;
o Discussed with the independent auditors the matters required
to be discussed by Statement on Auditing Standards No. 61,
Communications with Audit Committees, as amended; and
o Received the written disclosures and the letter from the
independent auditors required by Independence Standards Board
Standard No. 1, Independence Discussions with Audit
Committees, and has discussed with the independent auditors
their independence.
Based on the review and discussions referred to above, the Audit
Committee recommended to the Board of Directors that the audited consolidated
financial statements be included in the Company's Annual Report on Form 10-KSB
for the fiscal year ended December 31, 2001 and be filed with the SEC.
This report shall not be deemed incorporated by reference by any
general statement incorporating by reference this proxy statement into any
filing under the Securities Act of 1933, as amended, or the Securities Exchange
Act of 1934, as amended, except to the extent that the Company specifically
incorporates this information by reference, and shall not otherwise be deemed
filed under such Acts.
The Audit Committee
Paul J. McGovern, Chairman
John R. Bowen
Annette Catino
Nelson L. Taylor, Jr.
Directors' Compensation
Directors of the Bank receive a retainer fee of $16,000, plus a fee of
$300 per board meeting or committee meeting attended. The Bank provides all
employees with medical, dental and life insurance, and also offers these
benefits to its directors. During the year ended December 31, 2001, the Bank
provided these insurance benefits to non-employee directors Taylor, Jr., Bryson,
Caruso, and Marsh, and the value of the premiums paid was $8,420, $8,929,
$6,842, and $8,053, respectively. The Bank also provides that a director's
beneficiary will receive a $10,000 cash payment should the director die while in
office.
5
Executive Compensation
Summary Compensation Table. The following table sets forth for the
years ended December 31, 2001, 2000 and 1999, certain information as to the
total remuneration paid by the Bank to the President and Chief Executive Officer
and the Executive Vice President, Chief Operating Officer and Chief Financial
Officer (Named Executive Officers), each of whose salary and bonuses exceeded
$100,000 in 2001.
==================================================================================================================================
Summary Compensation Table
----------------------------------------------------------------------------------------------------------------------------------
Long-Term Compensation
Annual Compensation(1) Awards
---------------------------------------------------------------------------------------------------------------
Other Restricted
Annual Stock Options/ All Other
Name and Principal Position Fiscal Salary Bonus Compensation Award SARs Compensation
Year ($)(1) ($) ($)(2) ($)(3) (#) ($)(4)
----------------------------------------------------------------------------------------------------------------------------------
John R. Bowen, 2001 220,500 40,000 - - - 7,162
President and Chief 2000 219,900 11,800 - - - 6,800
Executive Officer 1999 209,900 18,000 - 178,106 39,000 1,767
Michael J. Widmer, 2001 150,500 26,500 - - - 5,258
Executive Vice President, 2000 139,900 6,372 - - - 4,755
Chief Operating Officer 1999 129,900 9,360 - 142,394 33,000 1,029
and Chief Financial
Officer
==================================================================================================================================
---------------------------
(1) Includes directors fees.
(2) The Bank also provides certain members of senior management with the use of
an automobile, and all employees of the Bank with medical, dental and life
insurance. These benefits did not exceed the lesser of $50,000 or 10% of
the total annual salary and bonus reported for each officer.
(3) Represents the fair value of the restricted stock awards at the date of the
award. Awards granted in 1999 vest over five years. Dividends paid with
respect to all shares awarded are paid to the recipient of the award.
(4) Represents contributions to the Bank's 401(k) Plan.
Benefit Plans
Stock Option Plan. During the year ended December 31, 1999, the Company
adopted, and the Company's stockholders approved, the 1999 Stock Option Plan
(the "Stock Option Plan"). Pursuant to the Stock Option Plan, options to
purchase 7,858 shares were granted to each of non-employee directors Bryson,
Caruso, Marsh, McGovern and Taylor, Jr. at an exercise price of $10.0625 per
share, the fair market value of the underlying shares on the date of the award.
In addition, options to purchase 7,858 shares were granted to non-employee
director Catino at an exercise price of $9.25 per share, the fair market value
of the underlying shares on the date of the award. The term of the options is
ten years and one day from the date of grant, and the shares subject to awards
will be adjusted in the event of any merger, consolidation, reorganization,
recapitalization, stock dividend, stock split, combination or exchange of shares
or other change in the corporate structure of the Company. The awards included
an equal number of reload options, limited stock appreciation rights ("Limited
Rights", awarded to employees only) and dividend equivalent rights. A Limited
Right gives the option holder the right, upon a change in control of the Company
or the Bank, to receive the excess of the market value of the shares represented
by the Limited Rights on the date exercised over the exercise price. The Limited
Rights are subject to the same terms and conditions as the stock options.
6
Payment upon exercise of a Limited Right will be in cash, or in the event of a
change in control in which pooling accounting treatment is a condition to the
transaction, for shares of stock of the Company, or in the event of a merger
transaction, for shares of the acquiring corporation or its parent, as
applicable. The dividend equivalent rights entitle the option holder to receive
an amount of cash at the time that certain extraordinary dividends are declared
equal to the amount of the extraordinary dividend multiplied by the number of
options that the person holds. For these purposes, an extraordinary dividend is
defined as any dividend where the rate of dividend exceeds the Bank's weighted
average cost of funds on interest-bearing liabilities for the current and
preceding three quarters. The reload options entitle the option holder, who has
delivered shares that he or she owns as payment of the exercise price for option
stock, to a new option to acquire additional shares equal in amount to the
shares he or she has traded in. Reload options may also be granted to replace
option shares retained by the employer for payment of the option holder's
withholding tax. The option price at which additional shares of stock can be
purchased by the option holder through the exercise of a reload option is equal
to the market value of the previously owned stock at the time it was
surrendered. The option period during which the reload option may be exercised
expires at the same time as that of the original option that the holder has
exercised.
Set forth below is certain information concerning options outstanding
to the Named Executive Officers at December 31, 2001. No options were exercised
by the Named Executive Officers during 2001, and no options were granted to the
Named Executive Officers during 2001.
====================================================================================================================
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND
FISCAL YEAR-END OPTION VALUES
====================================================================================================================
Number of Unexercised Value of Unexercised
Shares Acquired Value Options at In-The-Money Options at
Name Upon Exercise Realized Year-End Year-End (1)
------------------------- --------------------------
Exercisable/Unexercisable Exercisable/Unexercisable
(#) ($)
---------------------------- ---------------- ----------------- ------------------------- --------------------------
John R. Bowen 0 $0 15,600/23,400 $62,712/$94,068
Michael J. Widmer 0 $0 13,200/19,800 $53,064/$79,596
============================ ================ ================= ========================= ==========================
------------------------------------
(1) The grant date present value was derived using the Black-Scholes option
pricing model with the following assumptions: volatility of 38.38%; risk
free rate of return of 5.88%; dividend yield of 0.84%; and an 5 year option
life.
Recognition and Retention Plan. During the fiscal year ended December
31, 1999, the Company adopted, and the Company's stockholders approved, the 1999
Recognition and Retention Plan (the "Recognition Plan"). Pursuant to the
Recognition Plan, 3,142 shares of stock were awarded to each non-employee
director as of February 3, 2000.
Employment Agreements. The Bank has entered into employment agreements
with Messrs. Bowen and Widmer and Ms. Capece, each of which provides for a term
of 36 months. On each anniversary date, the agreement may be extended for an
additional twelve months, so that the remaining term shall be approximately
three years. If the agreement is not renewed, the agreement will expire 36
months following the anniversary date. Each agreement provides for, among other
things, base salary (which may be increased, but not decreased), participation
in stock benefit plans and other employee and fringe benefits applicable to
executive personnel. Each agreement provides for termination by the Bank for
cause at any time. In the event the Bank terminates the executive's employment
for reasons other than for disability, retirement or for cause, or in the event
of the executive's resignation from the Bank upon (i) failure to re-elect the
executive to his or her current offices, (ii) a material change in the
executive's functions, duties or responsibilities, (iii) liquidation or
dissolution of the Bank or Company, (iv) a breach of the agreement by the Bank
or, (v) a change in control of the Bank or Company, the executive, or in the
event of death, the executive's beneficiary, would be entitled to severance pay
in an amount equal to three times the annual rate of Base Salary (which includes
any salary deferred) at the time of termination, plus the highest annual cash
bonus paid to him
7
or her during the prior three years. The Bank would also continue the
executive's life, health, dental and disability coverage for 36 months from the
date of termination. In the event the payments to the executive would include an
excess parachute payment" as defined by Section 280G of the Internal Revenue
Code (relating to payments made in connection with a change in control), the
payments would be reduced in order to avoid having an excess parachute payment.
The executive's employment may be terminated upon his/her retirement at
age 65, or such later age as consented to by the Bank or in accordance with any
retirement policy established by the Bank. Upon the executive's retirement,
he/she will be entitled to all benefits available to him/her under any
retirement or other benefit plan maintained by the Bank. In the event of the
executive's disability for a period of six months, the Bank may terminate the
agreement provided that the Bank will be obligated to pay the executive his/her
Base Salary for the remaining term of the agreement or one year, whichever is
longer, reduced by any benefits paid to the executive pursuant to any disability
insurance policy or similar arrangement maintained by the Bank. In the event of
the executive's death, the Bank will pay his/her Base Salary to his/her named
beneficiaries for one year following his/her death, and will also continue
medical, dental, and other benefits to his/her family (as applicable) for one
year.
Each employment agreement provides that, following termination of
employment, the executive will not compete with the Bank for a period of one
year within 25 miles of any existing branch of the Bank or within 25 miles of
any office for which the Bank and/or the Company has filed for regulatory
approval to establish an office.
Ownership Reports by Officers and Directors
The Common Stock of the Company is registered with the SEC pursuant to
Section 12(g) of the Securities Exchange Act of 1934 (the "Exchange Act"). The
officers and directors of the Company and beneficial owners of greater than 10%
of the Company's Common Stock ("10% beneficial owners") are required to file
reports on Forms 3,4 and 5 with the SEC disclosing beneficial ownership and
changes in beneficial ownership of the Common Stock. SEC rules require
disclosure in the Company's Proxy Statement of the failure of an officer,
director or 10% beneficial owner of the Company's Common Stock to file a Form 3,
4, or 5 on a timely basis. Based on the Company's review of ownership reports,
no officer, director or 10% beneficial owner of the Company failed to file
ownership reports as required for the year ended December 31, 2001.
Transactions With Certain Related Persons
The Bank offers to directors, officers, and employees real estate
mortgage loans secured by their principal residence. All loans to the Bank's
directors, officers and employees are made on substantially the same terms,
including interest rates and collateral as those prevailing at the time for
comparable transactions, and do not involve more than minimal risk of
collectibility.
Director Anthony V. Caruso has served as the Bank's legal counsel since
1963. During the year ended December 31, 2001 the Bank and the Company paid
$75,000 in legal fees to Mr. Caruso.
PROPOSAL II RATIFICATION OF APPOINTMENT OF AUDITORS
The Board of Directors of the Company has approved the engagement of
Radics & Co., LLC to be the Company's auditors for the year ending December 31,
2002, subject to the ratification of the engagement by the Company's
stockholders. A representative of Radics & Co., LLC, is expected to attend the
Annual Meeting to respond to appropriate questions and to make a statement if he
so desires.
Set forth below is certain information concerning aggregate fees billed
for professional services rendered by Radics & Co., LLC during 2001:
Audit Fees $ 39,000
Financial Information Systems
Design and Implementation Fees $ --
All Other Fees $ 34,000
8
The Audit Committee has considered whether the provision of non-audit
services, which relate primarily to internal audit and tax preparation services
rendered, is compatible with maintaining Radics & Co., LLC's independence. The
Audit Committee concluded that performing such services does not affect Radics &
Co., LLC's independence in performing its function as auditor of the Company.
In order to ratify the selection of Radics & Co., LLC as the auditors
for the year ending December 31, 2002 the proposal must receive at least a
majority of the votes cast, either in person or by proxy, in favor of such
ratification. THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE RATIFICATION OF
RADICS & CO., LLC AS AUDITORS FOR THE YEAR ENDING DECEMBER 31, 2002.
STOCKHOLDER PROPOSALS
In order to be eligible for inclusion in the proxy materials for next
year's Annual Meeting of Stockholders, any stockholder proposal to take action
at such meeting must be received at the Company's executive office, 1410 St.
Georges Avenue, Avenel, New Jersey 07001, no later than December 24, 2002. Any
such proposals shall be subject to the requirements of the proxy rules adopted
under the Exchange Act.
Under the Company's Bylaws, certain procedures are provided which a
stockholder must follow to nominate persons for election as directors or to
introduce an item of business at an annual meeting of stockholders. These
procedures provide, generally, that stockholders desiring to make nominations
for directors, or to bring a proper subject of business before the meeting, must
do so by a written notice timely received (generally not later than 5 days in
advance of such meeting, subject to certain exceptions) by the Secretary of the
Company. Nothing in this paragraph shall be deemed to require the Company to
include in its proxy statement and proxy relating to an annual meeting any
stockholder proposal that does not meet all of the requirements for inclusion
established by the SEC in effect at the time such proposal is received.
OTHER MATTERS
The Board of Directors is not aware of any business to come before the
Annual Meeting other than the matters described above in the Proxy Statement.
However, if any matters should properly come before the Annual Meeting, it is
intended that holders of the proxies will act as directed by a majority of the
Board of Directors, except for matters related to the conduct of the Annual
Meeting, as to which they shall act in accordance with their best judgment.
MISCELLANEOUS
The cost of solicitation of proxies will be borne by the Company. The
Company will reimburse brokerage firms and other custodians, nominees and
fiduciaries for reasonable expenses incurred by them in sending proxy materials
to the beneficial owners of Common Stock. In addition to solicitations by mail,
directors, officers and regular employees of the Company may solicit proxies
personally or by telephone without additional compensation.
9
A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-KSB FOR THE YEAR ENDED
DECEMBER 31, 2001, WILL BE FURNISHED WITHOUT CHARGE TO STOCKHOLDERS UPON WRITTEN
OR TELEPHONIC REQUEST TO LESLIE C. WHELAN, CORPORATE SECRETARY, 1410 ST. GEORGES
AVENUE, AVENEL, NEW JERSEY 07001, (732) 499-7200.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ John R. Bowen
John R. Bowen
Chairman, President and Chief
Executive Officer
Avenel, New Jersey
April 22, 2002
10
REVOCABLE PROXY
LIBERTY BANCORP, INC.
ANNUAL MEETING OF STOCKHOLDERS
May 22, 2002
The undersigned hereby appoints the official proxy committee of the
Board of Directors with full powers of substitution to act as attorneys and
proxies for the undersigned to vote all shares of Common Stock of the Company
which the undersigned is entitled to vote at the Annual Meeting of Stockholders
("Annual Meeting") to be held at The Sheraton at Woodbridge Place Hotel, 515
Route 1 South, Iselin, New Jersey on May 22, 2002, at 10:30 a.m. local time. The
official proxy committee is authorized to cast all votes to which the
undersigned is entitled as follows:
VOTE
FOR WITHHELD
--- --------
(except as
marked to
the
contrary
below)
1. The election as Directors of John R. Bowen |_| |_|
and Michael J. Widmer, each to serve for a
three-year term.
INSTRUCTION: To withhold your vote for one or more
nominees, write the name of the nominee(s) on the
line(s) below.
------------------------------
------------------------------
FOR AGAINST ABSTAIN
--- ------- -------
2. The ratification of Radics & Co., LLC as the
Company's independent auditors for the fiscal |_| |_| |_|
year ending December 31, 2002.
The Board of Directors recommends a vote "FOR" each of the listed proposals.
THIS PROXY WILL BE VOTED AS DIRECTED, BUT IF NO INSTRUCTIONS ARE SPECIFIED, THIS
PROXY, IF SIGNED AND RETURNED, WILL BE VOTED FOR EACH OF THE PROPOSITIONS STATED
ABOVE. IF ANY OTHER BUSINESS IS PRESENTED AT SUCH ANNUAL MEETING, THIS PROXY
WILL BE VOTED AS DIRECTED BY A MAJORITY OF THE BOARD OF DIRECTORS. AT THE
PRESENT TIME, THE BOARD OF DIRECTORS KNOWS OF NO OTHER BUSINESS TO BE PRESENTED
THE ANNUAL MEETING.
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
Should the undersigned be present and elect to vote at the Annual Meeting or at
any adjournment thereof and after notification to the Secretary of the Company
at the Annual Meeting of the stockholder's decision to terminate this proxy,
then the power of said attorneys and proxies shall be deemed terminated and of
no further force and effect. This proxy may also be revoked by sending written
notice to the Secretary of the Company at the address set forth on the Notice of
Annual Meeting of Stockholders, or by the filing of a later proxy prior to a
vote being taken on a particular proposal at the Annual Meeting.
The undersigned acknowledges receipt from the Company prior to the execution of
this proxy of notice of the Annual Meeting, a proxy statement dated April 22,
2002, and audited financial statements.
Dated: _________________________ +-+ Check Box if You Plan
+-+ to Attend Annual Meeting
------------------------------- -----------------------------------
PRINT NAME OF STOCKHOLDER PRINT NAME OF STOCKHOLDER
------------------------------- -----------------------------------
SIGNATURE OF STOCKHOLDER SIGNATURE OF STOCKHOLDER
Please sign exactly as your name appears on this card. When signing as attorney,
executor, administrator, trustee or guardian, please give your full title.
Please complete and date this proxy and return it
promptly in the enclosed postage-prepaid envelope.
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