SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE
SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant [ X ]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
14a-6(e)(2))
[X ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Sections 240.14a-11(c) or Section
240.14a-12
The Ohio Art Company
--------------------------------------------------------------------------------
(Name of Registrant as Specified in its Charter)
--------------------------------------------------------------------------------
(Name Of Person(S) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction
applies:
(2) Aggregate number of securities to which transactions applies:
(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (Set forth the
amount on which the filing fee is calculated and state how it
was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
THE OHIO ART COMPANY
--------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD JUNE 4, 2002
-----------------------
Bryan, Ohio
May 6, 2002
To the Shareholders of
The Ohio Art Company
NOTICE IS HEREBY GIVEN that the annual meeting of the shareholders
of THE OHIO ART COMPANY will be held at the Summit Club, 110 W. Berry
Street, Fort Wayne, Indiana, on June 4, 2002 at 10:00 AM local time for the
following purposes:
1. To elect three directors to serve for a term of two years.
2. To transact such other business as may properly come before
the meeting or any adjournment thereof.
Only shareholders of record at the close of business on April 26, 2002 are
entitled to notice of and to vote at the meeting.
William C. Killgallon
Chairman of the Board
IMPORTANT
WHETHER YOU OWN FEW OR MANY SHARES, IT IS IMPORTANT THAT YOUR STOCK BE
REPRESENTED AT THIS MEETING; THEREFORE, PLEASE FILL IN, DATE, AND SIGN THE
ENCLOSED PROXY CARD AND MAIL IT PROMPTLY IN THE ENCLOSED ENVELOPE. NO STAMP IS
NECESSARY IF MAILED IN THE U.S.
THE OHIO ART COMPANY
One Toy Street
Bryan, OH 43506
---------------
PROXY STATEMENT
---------------
Annual Meeting of Shareholders, June 4, 2002
The accompanying proxy is solicited on behalf of the Board of Directors for
use at the annual meeting of shareholders to be held on June 4, 2002. The proxy
and this proxy statement are being mailed to shareholders on or about May 6,
2002. The expense of this solicitation is to be borne by the Company, and the
Company may also reimburse persons holding shares in their names or in the names
of their nominees for their reasonable expenses in sending proxies and proxy
material to their principals.
Unless authority is withheld, proxies in the accompanying form which are
properly executed and duly returned to the Company will be voted at the meeting.
Each proxy granted is revocable and may be revoked either by executing a later
dated proxy or by giving notice to the Company in writing or at the meeting
before any vote is taken.
As of April 26, 2002, the record date, the Company had outstanding and entitled
to vote at the meeting or at any adjournments thereof 886,784 shares of Common
Stock. Each shareholder of record on the record date is entitled to one vote for
each share held.
INFORMATION WITH RESPECT TO DIRECTORS AND NOMINEES
The Board of Directors of the Company is divided into two classes, with one
class being elected each year for a two-year term. The Company's Code of
Regulations provides that the Board of Directors shall consist of seven
directors or such other number as may be fixed at a meeting of shareholders. The
total number of directors at this time is fixed at six. Shareholders are being
asked to elect three directors to serve for a term of two years or until their
respective successors are elected and qualified. Proxies given to the Board of
Directors will be voted in accordance with the direction of the shareholders. It
is expected that shares held by the Killgallon Family (as defined below) will be
voted to elect the three nominees set forth in the following tabulation.
Directors will be elected by a plurality of the votes cast by the shareholders
present in person or by proxy and entitled to vote at the meeting.
If any nominee named herein shall be unable to serve, the proxies will be
voted for a substitute nominee and for the other nominees. The Company has no
reason to believe that any listed nominee will be unable to serve.
Position with the Company
or Other Principal Occupation Director
Name and Age and Other Directorships Since
------------ ----------------------------- --------
NOMINEES TO SERVE UNTIL 2004
Neil H. Borden, Jr. (70)......Professor of Business 1988
Administration (Emeritus), Darden
Graduate School of Business
Administration, University of
Virginia, 1963 to present.
William C. Killgallon (63)....Chairman of the Board and Chief 1965
Executive Officer since June 1989.
Also Director of Columbia Ventures.
Wayne E. Shaffer (79).........Senior Partner of Newcomer, 1996
Shaffer & Spangler (a law firm).
DIRECTORS CONTINUING TO SERVE UNTIL 2003
Martin L. Killgallon II (54)..President since June 1989. 1981
Frank L. Gallucci (77)........Attorney; Chairman and Managing 1995
Director Devonshire Limited (an
investment company). Previously
served as Senior Partner of
Gallucci, Hopkins & Theisen
(a law firm) from 1976 to 1993.
Joseph A. Bockerstette (44)...Partner, Equity Mangement Group 1997
(an investment company).
Previously President of Seyfert
Foods, Inc.
William C. Killgallon and Martin L. Killgallon are brothers. The Killgallons are
"control" persons at the Company, as that term is defined by regulations of the
Securities and Exchange Commission.
SECURITIES BENEFICIALLY OWNED BY PRINCIPAL
SHAREHOLDERS AND MANAGEMENT
Under regulations of the Securities and Exchange Commission, persons who
have power to vote or dispose of shares of the Company, either alone or jointly
with others, are deemed to be beneficial owners of such shares.
3
Set forth in the following table are the beneficial holdings on the
basis described above as of April 26, 2002 of: (a) each person known by the
Company to own beneficially more than 5% of its outstanding stock, (b) directors
or nominees not listed in (a), and (c) officers and directors as a group and
certain members of the Killgallon family, the owners in each case having the
sole voting and investment power, except as otherwise noted.
% OF
NAME SHARES CLASS
----------------------- ------ -----
(a) William C. Killgallon* ............... 198,153 (1)(2)(3) 22.3%
P.O. Box 111
Bryan, Ohio 43506
Martin L. Killgallon II* ............. 260,353 (1)(3)(4) 29.4%
P.O. Box 111
Bryan, Ohio 43506
William C. Killgallon and Martin
L. Killgallon II as Trustees of
the Company's Employee Stock
Ownership Plan ....................... 66,044 (3) 7.4%
P.O. Box 111
Bryan, Ohio 43506
(b) Joseph A Bockerstette*................ 0
Neil H. Borden, Jr*................... 604 **
Frank L. Gallucci*.................... 1,000 **
Wayne E. Shaffer*..................... 1,000 **
(c) Officers and Directors as a Group .... 395,629 (5)(6) 44.6%
(9 Persons)
* A director
** Less than 1%
(1) Includes 1,200 shares held by the Killgallon Foundation, of which William C.
Killgallon, and Martin L. Killgallon II are officers and directors, and as
to which beneficial ownership is disclaimed.
(2) Does not include 5,390 shares owned by his wife or 75,910 shares held by his
wife as trustee for the benefit of children.
(3) Includes 66,044 shares which reflect allocated and unallocated shares held
in the ESOP (as defined below) as to which William C. Killgallon and Martin
L. Killgallon II, as trustees and members of the ESOP's Plan Committee have
shared investment power. Of these 66,044 shares, 13,931 shares reflect
shares that have not been allocated to participants' accounts and to which
William C. Killgallon and Martin L. Killgallon II, as trustees and members
of the Plan Committee have shared voting power. Of the 52,113 allocated
shares, 5,799 and 5,625 shares have been allocated to the accounts of
William C. Killgallon and Martin L. Killgallon II, respectively, as to which
they have sole voting power. The Killgallons have no voting power with
respect to the remaining 40,689 shares in the ESOP. The Killgallons disclaim
beneficial ownership of all the shares held in the ESOP other than those
allocated to their respective accounts.
(4) Includes 31,860 shares held for children of Martin L. Killgallon II as to
which beneficial ownership is disclaimed, but does not include
4
2,329 shares owned by his wife or 26,758 shares held by adult children.
(5) Stock ownership of other executive officers, as listed in the
section on compensation of executive officers, is as follows: E.
Arthur Clark, 182 shares; Jerry D. Kneipp, 171 shares; Josephine D.
Wood, 210 shares.
(6) Includes shares held by directors in (a) and (b) above, but excludes
duplications.
Section 16(a) of the Securities Exchange Act of 1934 requires that certain
of the Company's directors, officers, and stockholders file with the Securities
and Exchange Commission and the American Stock Exchange an initial statement of
beneficial ownership and certain statements of changes in beneficial ownership
of Common Stock of the Company. Based solely on its review of forms received by
the Company and written representation from the directors and officers that no
other reports were required, the Company is unaware of any instances of
noncompliance, or late compliance, with the requirements during the fiscal year
ended January 31, 2002 by its officers, directors or stockholders.
5
COMPENSATION OF EXECUTIVE OFFICERS
The following table sets forth the annual compensation for the
Company's Chief Executive Officer, Chief Operating Officer, and three executive
officers (NEO's), as well as the total compensation paid to each individual for
the Company's three previous fiscal years:
ANNUAL COMPENSATION
---------------------------------
NAME AND ALL OTHER
PRINCIPAL POSITION YEAR SALARY BONUS (a) COMPENSATION (b)
---- -------- --------- ----------------
William C. Killgallon 2002 $247,884 $182,000 $34,644
Chairman of the Board 2001 245,736 8,499
2000 230,054 23,678
Martin L. Killgallon II 2002 $247,884 $182,000 $19,662
President 2001 245,736 18,323
2000 230,054 --
E. Arthur Clark, Jr. 2002 $ 73,350 $ 57,000 $ 6,445
Vice President 2001 67,106 2,843
Manufacturing 2000 58,475 408
Jerry D. Kneipp 2002 $ 71,050 $ 57,000 $ 5,111
Chief Financial Officer 2001 67,600 2,859
2000 58,980 475
Josephine D. Wood 2002 $ 84,900 $ 71,000 $ 5,690
Vice President 2001 77,550 2,507
Product Development 2000 75,500 238
(a) The bonus figure represents cash bonus for the fiscal year in which it was
earned.
(b) Consists of non-cash compensation, including term life insurance, company
cars and car allowances, and a non-qualified supplemental pension plan.
COMPENSATION COMMITTEE REPORT
The Compensation Committee of the Board of Directors of the Company has
furnished the following report on executive compensation:
The fundamental philosophy of the Company's compensation program is to
offer competitive compensation opportunities for all employees, based primarily
on the individual employee's personal performance relative to their area of
responsibility and the contribution to the short-term and long-term strategic
objectives of the Company. The philosophy is further driven by the concept of
paying minimal annual inflationary increases and, instead, rewarding the
employee through a generous incentive program when the Company is profitable.
The compensation of the executive officers of the Company and its
subsidiaries, and those employees drawing over $75,000 per year is reviewed
annually and recommended by the Compensation Committee to the Board of Directors
for their approval. Unanimous approval of the recommendation was made by the
Directors. The "committee" is comprised entirely of non-employee directors.
The foundation of the Company's executive compensation program is based
upon the promotion of the Company's short-term and long-term business
objectives, the creation of a performance-oriented environment, and the
enhancement of shareholder value through the greatest achievable profitability.
6
The elements of the Company's executive compensation program are:
- Base salary compensation
- Annual incentive compensation
Base salary compensation is intended to compensate the executive officers
at a level commensurate with their responsibilities and contribution to the
short- and long-term objectives of the Company. The Committee further takes into
account the local and general economic conditions, future business prospects,
and length of employment with the Company.
Annual incentive compensation is purely short-term performance based, and
is comprised of the Company's Cash Bonus Incentive Plan and the ESOP Profit
Sharing Plan. These plans provide annual incentive awards, payable in cash and
the Company's common stock, respectively, based upon the profitability of the
Company and other considerations.
In its annual review of executive officer compensation for fiscal 2002, and
based on interim financial statements available for fiscal 2002, the Committee
considered the bonus of the Company's Chief Executive Officer, William C.
Killgallon, and Chief Operating Officer, Martin L. Killgallon II, for fiscal
2002 and the level of base salary for 2002 in light of the Company's estimated
overall performance for fiscal 2002, and the performance of the CEO and COO
relative to the long-term objectives of the Company. Based on that review,
bonuses related to performance for fiscal 2002 were authorized; in addition, the
Committee approved salary increases for fiscal 2003. Historically, the Committee
takes into account the success of the Company in meeting its financial
performance objectives for the prior year and the CEO's and COO's length of
service to the Company in determining base salary.
The foregoing report is submitted by the members of the Company's
Compensation Committee.
Wayne E. Shaffer
Neil H. Borden, Jr.
7
STOCK PERFORMANCE GRAPH
The following graph sets forth the cumulative total shareholder return,
assuming reinvestment of dividends, to the shareholders of the Company (OAR)
during the five-year period ended January 31, 2002, as well as an overall stock
market index (The Russell 2000 Index) and the
Company's peer group index, which consists of First Years Incorporated, Hasbro
Incorporated, and Mattel Incorporated.
Comparison of Five-Year Cumulative Total Return
Ohio Art Company, Russell 2000 Index and Peer Group
(Performance Results Through 1/31/2002)
[Graph Omitted]
--------------------------------------------------------------------------------
1/31/97 1/31/98 1/31/99 1/31/00 1/31/01 1/31/02
--------------------------------------------------------------------------------
Ohio Art Company $100.00 $83.81 $100.86 $116.24 $18.47 $172.50
Russell 2000 Index $100.00 $117.91 $118.01 $137.22 $138.74 $131.85
Peer Group $100.00 $141.36 $101.32 $53.63 $62.72 $82.44
--------------------------------------------------------------------------------
Assumes $100 invested at the close of trading on 1/31/97 in Ohio Art Company
stock, Russell 2000 Index, and Peer Group.
8
RETIREMENT PLANS
The Company maintains defined benefit qualified retirement plans applicable to
employees of the Company and its subsidiaries, providing a pension based on
compensation and years of service.
Set forth below are estimated annual benefits payable for the lifetime of a
participant who is in both of the Company's defined benefit plans on retirement
at age 65 in the remuneration and service class specified. Plan beneficiaries
may elect actuarially equivalent benefits including lump sum benefits under one
plan.
ESTIMATED ANNUAL RETIREMENT BENEFITS (1)
Years of Service at Retirement (2)
Average ------------------------------------------
Compensation (3) 10 20 25 35
--------------- ------- ------- ------- -------
$100,000 ............... $14,100 $27,700 $34,400 $48,000
200,000 ............... 26,400 52,300 65,200 91,000
250,000 ............... 32,500 64,600 80,500 112,500
300,000 ............... 38,700 76,900 95,900 134,100
350,000 ............... 44,800 89,200 111,300 155,500
400,000 ............... 51,000 101,500 126,700 177,100
(1) One plan was amended on March 13, 1992 to comply with Tax Reform Act of
1986. Individuals' benefits are never less than the benefits based on the
provisions of the plan prior to amendment, determined as of March 31, 1992,
or, for certain highly compensated employees, as of December 30, 1989.
(2) Benefits will vary slightly between individuals because benefit rate
increases under one plan apply only to service after the effective date of
the increase. Benefits shown include the maximum benefit payable for
retirements during 2002 under this plan.
(3) Under one plan, based on the average of the highest five consecutive years
of the ten years prior to retirement. The Internal Revenue Code limits the
amount of annual compensation that may be taken into account in determining
an individual's benefit accrued under a qualified retirement plan. The
current maximum amount of annual compensation is $170,000, and this limit is
expected to be adjusted annually to reflect cost-of-living increases.
The years of credited service for participants listed in the remuneration
table are William C. Killgallon 33 years and Martin L. Killgallon II, 23 years.
Although current IRS regulations limit compensation that may be taken into
account in determining an individual's pension to $170,000 per year and lower
amounts prior to 2001, the Company has a non-qualified supplemental pension plan
which will make up the difference between actual compensation and the IRS
limitation. The plan covers both individuals listed under Compensation of
Executive Officers. Based on the supplemental plan, the current covered
compensation for both of the above individuals is William C. Killgallon $323,861
and Martin L. Killgallon II $319,539.
BOARD OF DIRECTORS
The Company's Board of Directors had five regular meetings in the calendar
year 2001. Members of the Board who are not otherwise compensated by the
9
Company, received a fee of $12,000 for their services in the calendar year 2001,
and in addition, were compensated at a rate of $1,000 for each committee meeting
held on a date other than a Board meeting date and each Board meeting in excess
of five per year attended. Each incumbent director attended and or participated
telephonically in at least 75% of the meetings of the Board and committees of
which he was a member.
COMMITTEES
The Company has standing Executive, Audit, and Compensation Committees, but
no Nominating Committee, changes in the Board of Directors being considered by
the whole Board.
Executive Committee. The members of the Executive Committee are
William C. Killgallon, and Martin L. Killgallon II. The Executive Committee did
not meet in calendar year 2001. The Executive Committee has all of the authority
of the Board of Directors (except for action relating to dividends, stock
issuances, and certain fundamental corporate changes) between Board meetings.
Audit Committee. The members of the Audit Committee are Wayne E. Shaffer,
Neil H. Borden, Jr. and Joseph A. Bockerstette. In calendar year 2001, this
Committee met twice. Each Committee member is independent as defined in the
Amercian Stock Exchange listing standards.
Compensation Committee. The members of the Compensation Committee are Wayne
E. Shaffer and Neil H. Borden, Jr. In calendar year 2001, this Committee met
once. This Committee reviews and recommends compensation of those employees
drawing over $75,000 per year.
AUDIT COMMITTEE REPORT
The responsibilities of the Audit Committee, which are set forth in the
Audit Committee Charter adopted by the Board of Directors, include providing
oversight to the Company's financial reporting process through periodic meetings
with the Company's independent auditors and management to review accounting,
auditing, internal controls and financial reporting matters. The management of
the Company is responsible for the preparation and integrity of the financial
reporting information and related systems of internal controls. The Audit
Committee, in carrying out its role, relies on the Company's senior management,
including senior financial management, and its independent auditors.
We have reviewed and discussed with senior management the Company's
audited financial statements included in the 2002 Annual Report to Stockholders.
Management has confirmed to us that such financial statements (i) have been
prepared with integrity and objectivity and are the responsibility of management
and, (ii) have been prepared in conformity with generally accepted accounting
principles.
We have discussed with Crowe, Chizek and Company LLP, our independent
auditors, the matters required to be discussed by SAS 61 (Communications with
Audit Committee). SAS 61 requires our independent auditors to provide us with
additional information regarding the scope and results of their audit of the
Company's financial statements, including with respect to (i) their
responsibility under generally accepted auditing standards, (ii) significant
accounting policies and unusual transactions, (iii) management judgments and
estimates, (iv) any significant audit adjustments, (v) any disagreements with
management, (vi) any difficulties encountered in performing the audit, (vii) any
10
consultations with other accountants, and (viii) any major issues discussed with
management prior to their retention.
We have received from Crowe Chizek a letter providing the disclosures
required by Independence Standards Board Standard No. 1 (Independence
Discussions with Audit Committees) with respect to any relationships between
Crowe Chizek and the Company that in their professional judgment may reasonably
be thought to bear on independence. Crowe Chizek has discussed its independence
with us, and has confirmed in such letter that, in its professional judgment, it
is independent of the Company within the meaning of the federal securities laws.
Based on the review and discussions described above with respect to the
Company's audited financial statements included in the Company's 2002 Annual
Report to Stockholders, we have recommended to the Board of Directors that the
financial statements be included in the Company's Annual Report on Form 10-K for
filing with the Securities and Exchange Commission.
As specified in the Audit Committee Charter, it is not the duty of the
Audit Committee to plan or conduct audits or to determine that the Company's
financial statements are complete and accurate and in accordance with generally
accepted accounting principles. That is the responsibility of management and the
Company's independent auditors. In giving our recommendation to the Board of
Directors, we have relied on (i) management's representation that the financial
statements have been prepared with integrity and objectivity and in conformity
with generally accepted accounting principals, and (ii) the report of the
Company's independent auditors with respect to the financial statements.
Joseph A. Bockerstette
Neil H. Borden, Jr.
Wayne E. Shaffer
11
INDEPENDENT AUDITORS
The Audit Committee of the Company's Board of Directors and the full Board
of Directors has approved Crowe, Chizek and Company LLP as its principal
accountants. Representatives of Crowe, Chizek and Company LLP are not expected
to be present at the annual meeting.
Audit Fees
The aggregate fees billed by The Company's independent auditors for professional
services rendered in connection with (i) the audit of the Company's annual
financial statements set forth in the Company's Annual Report on Form 10-K for
the year ended January 31, 2002, and (ii) the review of the Company's quarterly
financial statements set forth in the Company's Quarterly Reports on Form 10-Q
for the quarters ended April 30, July 31, and October 31, 2001, were
approximately $75,000.
Financial Information Systems Design and Implementation Fees
The aggregate fees billed by the Company's independent auditors for the
Company's most recent fiscal year for professional services rendered in
connection with (i) operating or supervising the operation of, the Company's
information system or managing the Company's local area network and (ii)
designing or implementing a hardware or software system that aggregates source
data underlying the financial statements or generates information that is
significant to the Company's financial statements taken as a whole, were
approximately $24,000.
All Other Fees
The aggregate fees for all other services rendered by its independent auditors
for the Company's most recent fiscal year were approximately $46,797. These fees
were incurred for work performed by the independent auditors with respect to
audit of the Company's pension plans, as well as research into tax issues, tax
compliance, and requirements for SEC filings.
The Audit Committee has advised the Company that it has determined that the
non-audit services rendered by the Company's independent auditors during the
Company's most recent fiscal year are compatible with maintaining the
independence of such auditors.
SHAREHOLDER PROPOSALS
For inclusion in the Company's 2003 proxy statement, all shareholder
proposals for consideration at the annual meeting of the shareholders of the
Company to be held in 2003 must be received at the Company's executive offices
by January 6, 2003. Proposals must also comply with regulations of the
Securities and Exchange Commission.
Shareholders wishing to bring a proposal for the 2003 Annual Meeting, but
not include it in the proxy statement, must cause written notice of the proposal
to be received by the Secretary at the Company's Executive Office, One Toy
Street, Bryan, Ohio 43506, by no later than March 22, 2003.
12
OTHER BUSINESS
The management knows of no other business to be transacted, but if any
other business does come before the meeting, the persons named as proxies will
vote or act with respect to such business in accordance with their best
judgment.
William C. Killgallon
Dated: May 6, 2002 Chairman of the Board
13
PROXY SOLICITED BY BOARD OF DIRECTORS
THE OHIO ART COMPANY - MEETING OF SHAREHOLDERS - JUNE 4, 2002
The undersigned hereby appoints Joseph A. Bockerstette and Jerry D. Kneipp,
and each of them and each with power of substitution to vote the stock of the
undersigned at the annual meeting of shareholders of THE OHIO ART COMPANY to be
held June 4, 2002 or at any adjournment thereof, with all the powers the
undersigned would possess if present. The proxies are instructed to vote as
follows:
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR ITEM 1. IF NO
SPECIFICATION IS MADE, THIS PROXY WILL BE VOTED FOR ITEMS 1 AND 2.
(Continued and to be signed and dated on the other side)
Please mark boxes |X| or X in blue or black ink.
1. ___ FOR ___ WITHHOLD AUTHORITY to elect, except as indicated, the
three nominees listed below:
Neil H. Borden, Jr., William C. Killgallon, Wayne E. Shaffer
Instructions: To withhold authority to vote for any nominee, write
the nominee's name on this line:
---------------------------------------------------------------------
2. In their discretion on all other matters which may properly come
before the meeting.
Please sign name(s) exactly as imprinted.
Executors, administrators, trustees, and others
signing in a representative capacity should
indicate the capacity in which they sign.
Dated: _________________________,2002
-------------------------------------
(Signature)
-------------------------------------
(Signature)
PLEASE DATE, SIGN, AND RETURN THIS PROXY