SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. __)
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
Rule 14a-6(e)(2))
|X| Definitive Proxy Statement
|_| Definitive Additional Materials
|_| Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
Mercer International Inc.
(Names of Registrant as Specified in Its Charter)
(Names of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (check 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 transaction applies:
________________________________________________________________
3) Per unit price or other underlying value of transaction
computes 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:
________________________________________________________________
|_| 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:
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2) Form, Schedule or Registration Statement No.:
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4) Date Filed:
________________________________________________________________
1
MERCER INTERNATIONAL INC.
Schutzengasse 32
8001 Zurich
Switzerland
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To the Shareholders of
Mercer International Inc.:
Notice is hereby given that the Annual Meeting of Shareholders of
Mercer International Inc., a Massachusetts trust organized under the laws of the
State of Washington (the "Company"), will be held at Hauptstraae 16, D 07365
Blankenstein, Germany at 8:00 a.m., Central Europe Time, July 11, 2002, for the
following purposes:
1. To elect three (3) Trustees of the Company.
2. To transact such other business as may properly come before the
meeting or any adjournment thereof.
The Trustees have fixed the close of business on May 21, 2002, as the
record date for the determination of Shareholders entitled to notice of and to
vote at the Annual Meeting.
By Order of the Trustees
Jimmy S.H. Lee
President
June __, 2002
SHAREHOLDERS WHO DO NOT EXPECT TO ATTEND THE MEETING ARE REQUESTED TO COMPLETE,
SIGN, DATE AND RETURN THE PROXY IN THE ENCLOSED ENVELOPE. INSTRUCTIONS FOR THE
PROPER EXECUTION OF PROXIES ARE SET FORTH IN THE PROXY STATEMENT.
2
MERCER INTERNATIONAL INC.
PROXY STATEMENT
This statement is furnished in connection with the solicitation by the
management of Mercer International Inc. (the "Company") of proxies for use at
the Annual Meeting of Shareholders to be held at Hauptstraae 16, D 07365
Blankenstein, Germany on July 11, 2002, and any adjournments thereof. If the
Proxy is properly executed and received by the Company prior to the meeting or
any adjournment thereof, the Shares represented by your Proxy will be voted in
the manner directed. In the absence of voting instructions, the shares will be
voted for each of the proposals. The Proxy may be revoked at any time prior to
its use by filing a written notice of revocation of Proxy or a later dated Proxy
with the Secretary of the Company, Mr. Ian Rigg, c/o Suite 1620, 400 Burrard
Street, Vancouver, British Columbia, Canada V6C 3A6, bearing a date later than
the date of the Proxy or by giving oral notice of revocation at the meeting. You
may also revoke your Proxy in person at the meeting. If you attend the meeting
and have submitted a Proxy, you need not revoke your Proxy and vote in person
unless you elect to do so. The Proxy Statement and form of Proxy are being
mailed to Shareholders commencing on or about June __, 2002.
The affirmative vote of at least a majority of the shares of beneficial
interest ("Shares") cast in person or by proxy at the Annual Meeting is required
to approve the election of Trustees. The holders of one-third of the outstanding
Shares and entitled to vote at the Annual Meeting, present in person or
represented by proxy, constitute a quorum. Under applicable Washington law,
abstentions and broker non-votes will be counted for purposes of establishing a
quorum, but will have no effect on the vote on the election of the Trustees.
Proxies will be solicited primarily by mail and may also be solicited
personally and by telephone by Trustees and regular employees of the Company
without additional remuneration therefor. The Company may also reimburse banks,
brokers, custodians, nominees and fiduciaries for their reasonable charges and
expenses in forwarding Proxies and Proxy materials to the beneficial owners of
the Shares. All costs of solicitation of Proxies will be borne by the Company.
The Company does not presently intend to employ any other party to assist in the
solicitation process.
The close of business on May 21, 2002, has been fixed as the record
date (the "Record Date") for the determination of Shareholders entitled to
notice of and to vote at the Annual Meeting.
3
Voting Securities and Principal Shareholders
The holders of record of 16,794,899 Shares of the Company issued and
outstanding on the Record Date will be entitled to one vote per Share at the
meeting. Under the Company's Declaration of Trust, cumulative voting in the
election of Trustees is not permitted. Trustees will be elected by the majority
of votes cast at the meeting.
The following table sets forth certain information regarding the
beneficial ownership of the Company's Shares as of April 19, 2002, by each
shareholder who is known by the Company to own more than five percent of the
outstanding Shares. The following is based solely on statements on filings with
the Securities and Exchange Commission or other information the Company believes
to be reliable.
Name and Address Number Percent of
of Beneficial Owner of Shares Outstanding Shares
----------------------- ----------- -------------------
FMR Corp.(1) 1,674,313 10.0%
82 Devonshire Street
Boston, MA 02109
Merrill Lynch & Co., Inc. 1,941,100 11.6%
4 World Financial Center
New York, NY 10080
Greenlight Capital, L.L.C. 2,517,500 15.0%
420 Lexington Ave.
Suite 875
New York, NY 10170
Cramer Rosenthal McGlynn 1,352,000 8.1%
-------------------------------------
(1) Filed jointly with Edward C. Johnson III and Abigail P. Johnson.
4
PROPOSAL 1
ELECTION OF TRUSTEES
Pursuant to resolutions of the Trustees under authority granted by the
Company's Declaration of Trust, the number of Trustees of the Company is
established at five. Three Trustees are to be elected at the Annual Meeting. The
votes of a majority of the Shares cast in person or by Proxy at the Annual
Meeting are required to elect the Trustees.
The Board of Trustees is divided into three classes. Each class of
Trustee is elected for a three-year term. The nominees for Trustee, Mr. Jimmy
S.H. Lee and Mr. Ian Rigg, are members of Class II, and are to be elected to the
Board of Trustees for a three-year term to serve until the annual meeting of
shareholders in 2005, or until their successors are elected and qualified. Both
Mr. Lee and Mr. Rigg currently serve as a Trustee. Mr. Milligan was elected to
the Board in July 2001 as a member of Class III and will be elected for a term
expiring at the annual meeting of shareholders in 2003, or until his successor
is elected and qualified.
Mr. Lee, Mr. Rigg and Mr. Milligan have indicated that they are willing
and able to serve as a Trustee. If either nominee is unable or unwilling to
serve, the accompanying proxy may be voted for the election of such other person
as shall be designated by the Trustees. Proxies received by the Trustees on
which no designation is made will be voted FOR the nominees.
Trustees
The following table sets forth information regarding each nominee for
election as a Trustee and each Trustee whose term of office will continue after
the Annual Meeting.
Expiration of
Name Current Position with the Company Age Term as a Trustee
-------------------------------------------------------------------------------------------------
Jimmy S. H. Lee Chairman, President and Trustee 46 2002
C. S. Moon Trustee 55 2004
Maarten Reidel Trustee 39 2004
Michel Arnulphy Trustee 68 2003
R. Ian Rigg Secretary and Chief Financial
Officer and Trustee 59 2002
Andrew Milligan Trustee 77 2002
Jimmy S.H. Lee has been a Trustee since May, 1985, and Chief Executive
Officer of the Company since 1992. Mr. Lee is a director of Med Net
International Ltd.
C. S. Moon has been a Trustee since June 1994. Mr. Moon is an
independent consultant. From 1990 until 1998, he was Executive Director of Shin
Ho Group of Korea, an international paper manufacturer headquartered in Korea.
Prior to joining Shin Ho in 1990, Mr. Moon previously served in managerial
positions with Moo Kim Paper Manufacturing Co., Ltd. and Sam Yung Pulp Co.,
Ltd., both in Korea.
Maarten Reidel has been a Trustee since December 1996, a Managing
Director of Spezialpapierfabrik Blankenstein GmbH ("SBG") from 1994 to 1999 and
the Chairman of the Management Board of Dresden Papier AG ("DPAG") from 1995 to
1998, a member of the German government agency responsible for the privatization
of government-owned companies from 1992 to 1994, and an accountant with Arthur
Andersen & Co. from 1987 to 1992. He has been the Chief Financial Officer of
Ision Internet AG from August 1999 to March 2002.
5
Michel Arnulphy has been a Trustee since June 1995. From 1998 to the
present, Mr. Arnulphy has been the Managing Director of Electro Orient Ltd., a
merchandising trading company located in Hong Kong. From 1975 to 1998, Mr.
Arnulphy was Managing Director of J. Mortenson & Co., Ltd., a manufacturer of
water treatment equipment in Hong Kong.
R. Ian Rigg has been a Trustee since 1999 and was named Chief Financial
Officer in October 1999. He has been the chief financial officer and a director
of Advanced Project Ltd. since 1996 and of Terrawest Industries, Inc. since
1989. He is a nominee director and officer for Bank Gospodarki of Poland. Mr.
Rigg is a chartered accountant in Canada.
Andrew Milligan has been a Trustee since July 2001. Mr. Milligan has
been President and Chief Executive Officer of Stockscape Technologies Inc. since
1999. From 1986 to 1999, he was the President and Chief Executive Officer of
Cornucopia Resources Ltd., which acquired Stockscape Technologies Inc. in 1999
and changed its business accordingly. He is also a director of Skye Resources
Inc., Lysander Minerals Corporation and Great Basin Gold Ltd. Mr. Milligan is an
economist by profession.
During the fiscal year ended December 31, 2000, the Trustees held no
board meetings but acted on six occasions by resolution adopted by unanimous
written consent. Under the Declaration of Trust of the Company, resolutions may
be adopted by written consent signed by a majority of the Trustees.
Committees of the Board
The Company has established an Audit Committee. The Audit Committee
functions pursuant to a charter adopted by the Trustees. The function of the
Audit Committee is to meet with and review the results of the audit of the
Company's financial statements performed by the independent public accountants
and to recommend the selection of independent public accountants. The members of
the Audit Committee are Mr. Michel Arnulphy, Mr. C. S. Moon and Mr. Milligan,
each of whom are independent under the standards of the Nasdaq Stock Market. The
Audit Committee met once during 2001.
The Company has also established a Compensation Committee. The members
of the Compensation Committee are Mr. C. S. Moon and Mr. Michel Arnulphy. The
primary duty of the Compensation Committee is to grant stock options under the
Company's 1992 Non-Qualified Stock Option Plan and to award bonuses to employees
and consultants under the Company's Incentive Bonus Plan. The Compensation
Committee did not meet during 2001.
The Company does not have a Nominating Committee.
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Security Ownership of Management
The following table sets forth information regarding ownership of the
Company's Shares on the April 19, 2002, by (i) each Trustee, nominee for Trustee
and Named Executive Officer (as defined below); and (ii) all Trustees and
executive officers of the Company as a group. Unless otherwise indicated, each
Named Executive Officer and Trustee has sole voting and disposition power with
respect to the Shares set forth opposite his name. Each such person has
indicated that he will vote all Shares owned by him in favor of the nominees for
Trustee and in favor of each of the other proposals.
Shares
Beneficially Percent
Name of Owner Owned of Ownership
---------------------- -------------- -------------
Jimmy S.H. Lee(1) 1,699,000 9.2%
C.S. Moon(2) 29,000 *
Michel Arnulphy(2) 23,000 *
Maarten Reidel(3) 122,000 *
Andrew Milligan(2) 2,000 *
Ian Rigg(2) 60,000 *
Trustees and Officers as a Group
(5 persons)(4) 1,935,000 10.4%
* Less than 1%.
(1) Includes presently exercisable stock options to acquire 1,685,000 shares.
(2) Represents presently exercisable stock options.
(3) Includes presently exercisable stock options to acquire 2,000 shares.
(4) Includes presently exercisable stock options to acquire 1,801,000 shares.
Executive Compensation
The following table sets forth information on the annual compensation
for each of the Company's last three fiscal years of the chief executive officer
( the "CEO") and each of the Company's other most highly compensated executive
officers other than the CEO who received aggregate annual remuneration from the
Company in excess of $100,000 during the fiscal year ended December 31, 2001
(collectively, with the CEO, the "Named Executive Officers").
Long-Term
Annual Compensation Compensation
-------------------------------------------------------- --------------
Securities
Underlying
Name and Principal Other Annual Options/ All Other
Position Year Salary($) Bonus($) Compensation($) SARs(#) Compensation($)
----------------------- ---- --------- -------- --------------- ------------- ---------------
Jimmy S.H. Lee 2001 213,012 309,137 10,679 0 0
Chief Executive Officer 2000 220,112 0 0 1,360,000 0
1999 213,227 118,141 0 0 0
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Employment Agreement
Mr. Lee and the Company are parties to an amended and restated
employment agreement dated November 20, 2000. The agreement generally provides,
subject to certain termination provisions, for continued employment of Mr. Lee
for a period of 36 months with automatic one month renewals, so that the
contract at all times has a remaining term of 36 months. The agreement provides
for a base salary and other compensation as determined by the board of
directors. The agreement contains change in control provisions pursuant to
which, if a change in control (as defined in the agreement) occurs, Mr. Lee may
only be discharged for cause. In the event Mr. Lee is terminated without cause
or resigns for good reason (as defined in the agreement) within eighteen months
of the change in control, he shall be entitled to a severance payment of three
times his annual salary under the agreement and all unvested rights in any stock
option or other benefit plans shall vest in full. If Mr. Lee is terminated
without cause or resigns for good reason within three years of the change in
control, he shall be entitled to a severance payment of three times the sum of
his then annual salary under the agreement plus the higher of his last annual
bonus and the highest bonus received during the preceding five years. In
addition, all unvested rights in any stock option or other benefit plans will
vest in full. In addition, Mr. Lee will continue to receive equivalent benefits
as were provided at the date of termination for the remaining term of the
agreement.
The agreement provides that the Company will permit Mr. Lee to exercise
any of his stock options by delivery to the Company of a non-recourse promissory
note secured solely by the shares acquired. In addition, the Company has agreed
to lend Mr. Lee up to $10,000,000 to purchase shares of Common Stock in the open
market or otherwise. Any such loan will be on a non-recourse basis secured
solely by the shares acquired.
Stock Options
No Named Executive Officer was granted any options to purchase shares
of the Company's stock during 2001.
The table below provides information on exercises of options during
2001 by the Named Executive Officers and information with respect to unexercised
options held by the Named Executive Officers at December 31, 2001.
Aggregated Option/SAR Exercises in Last Fiscal Year and
Fiscal Year-End Option/SAR Values
Number of Securities
Underlying Value of Unexercised
Unexercised in-the-money
Options/SARs at Options/SARs at
Fiscal Year-End (#) Fiscal Year-End ($)
Shares Acquired on Exercisable/ Exercisable/
Name Exercise (#) Value Realized ($) Unexercisable Unexercisable
---------------- ------------------ ------------------ -------------------- --------------------
Jimmy S.H. Lee 0 0 1,231,667/453,333 1,115,113/708,333
Compensation of Trustees
The Trustees do not receive cash compensation for service as a Trustee.
The Company reimburses the Trustees and officers for their expenses incurred in
connection with their duties as Trustees and officers of the Company.
Non-employee Trustees who are in office at the end of a fiscal year receive
options to acquire 6,000 shares of common stock at an exercise price equal to
the closing price of the Company's shares on The Nasdaq Stock Market's National
Market on the last trading day of the fiscal year.
8
Report of the Trustees on Executive Compensation
Compensation of the Company's executive officers is determined on an
annual basis by either the Trustees as a whole or the Compensation Committee in
consultation with management. For 2001, compensation of executive officers was
determined by the Trustees as a whole. The Company's goal is to compensate the
Company's executive officers in a manner which is consistent with the Company's
strategic plan and which rewards executive officers in a fair manner for
performance which forwards the strategic plan. To this end, the Company's basic
compensation philosophy is to maintain annual base salaries for executive
officers at relatively low amounts and to award bonuses and long-term incentives
in the form of stock options based on annual performance of the Company and of
the executive. The financial results from operating the Company's businesses are
the major factor in determining levels of executive compensation.
The Company adopted an Employee Incentive Plan ("EIP") in 1994 in which
the Company's executive officers and other employees may participate. Under the
EIP, 5% of the Company's Net Income for each fiscal year is set aside as a bonus
pool. During the course of the fiscal year, the Trustees may grant interests in
the bonus pool to employees, officers and trustees of the Company and its
subsidiaries. Bonuses are to be paid within 120 days of the end of the fiscal
year.
In evaluating the performance of the Company's executive officers in
awarding grants under the EIP, the Trustees considered factors such as the
growth in earnings of the Company, the effectiveness of cost reduction and
productivity-enhancement measures in the operating subsidiaries, the growth in
assets, and the performance of the Company's Common Stock. The Trustees also
considered the contribution of the Company's executive officers toward the
accomplishment of those goals.
In determining the compensation of the Company's Chief Executive
Officer, Mr. Lee, for 2001, the Trustees evaluated Mr. Lee based on the criteria
set forth above. In determining Mr. Lee's salary and his bonus award under the
EIP, the Trustees considered the operating performance of the Company in a
difficult economic environment for pulp and paper companies and the progress
made by the Company in transitioning its pulp production from sulphite pulp to
kraft pulp.
/s/ Michel Arnulphy /s/ Jimmy S. H. Lee /s/ C. S. Moon /s/ Maarten Reidel
/s/ Ian Rigg /s/ Andrew Milligan
Report of the Audit Committee
To the Trustees of Mercer International, Inc.:
We have reviewed and discussed with management the Company's audited
consolidated financial statements as of and for the fiscal year ended December
31, 2001. We have discussed with the independent auditors the matters required
to be discussed by Statement on Auditing Standards No. 61, Communication with
Audit Committees, as amended, by the Auditing Standards Board of the American
Institute of Certified Public Accountants. We have received and reviewed the
written disclosures and the letter from the independent auditors required by
Independence Standard No. 1, Independence Discussions with Audit Committees, as
amended, by the Independence Standards Board, and have discussed with the
auditors the auditors' independence. The Audit Committee has considered whether
the provision of services by the independent auditing firm other than
audit-related is compatible with maintaining the principal auditor's
independence.
Based on the reviews and discussions referred to above, we recommend to
the Board of Directors that the consolidated financial statements referred to
above be included in the Company's Annual Report on Form 10-K for the fiscal
year ended December 31, 2001.
C.S. Moon Michel Arnulphy Andrew Milligan
9
Performance Graph
The following graph compares the cumulative total stockholder return
(stock price appreciation plus dividends) on the Company's Common Stock with the
cumulative total return of NASDAQ Market Index and an additional group of peer
companies which comprise Standard Industrial Classification Code 262--Paper
Mills for comparison over the five years ending December 31, 2001. The companies
which comprise SIC Code 262 are Abitibi-Consolidated Inc.; American Israeli
Paper; Badger Paper Mills Inc.; Biomass Technologies; Boise Cascade Corporation;
Bowater Inc.; Bunzl PLC ADS; Chesapeake Corporation; Domtar Inc.; Fibermark
Inc.; Fletcher Challenger Forests; Fletcher Challenger Building; Glatfelter;
Kimberly-Clark Corporation; Mercer International Inc.; Pope & Talbot Inc.;
Potlatch Corporation; Sappi Ltd. ADS; Schweitzer Mauduit International; Stora
Enso, UPM Kymmene Corp. ADS; Votorantim Cellulose; Wausau-Mosinee Paper
Corporation; and Weyerhauser Company.
Comparison of Cumulative Total Return
of Company Industry Index and Broad Market
1997 1998 1999 2000 2001
------ ------ ------ ------ ------
Mercer International Inc. SBI 86.21 66.92 45.78 78.58 73.85
Industry Index 103.43 107.90 130.98 129.63 126.43
NASDAQ Market Index 122.32 172.52 304.29 191.25 152.46
Section 16(a) Beneficial Ownership Compliance
Section 16(a) of the Securities and Exchange Act of 1934, as amended
(the "Exchange Act") requires that the Company's officers and directors, and
persons who own more than 10% of a registered class of the Company's equity
securities, file reports of ownership and changes of ownership with the
Securities and Exchange Commission (the "SEC"). Officers, directors and greater
than 10% shareholders are required by SEC regulation to furnish the Company with
copies of all such reports they file.
Based solely on the review of the copies of such reports received by
the Company, and on written representations by the Company's officers and
Trustees regarding their compliance with the applicable reporting requirements
under Section 16(a), the Company believes that all of its officers and Trustees
filed all required reports under Section 16(a) in a timely manner for the year
ended December 31, 2001.
INDEPENDENT ACCOUNTANTS AND AUDITORS
Peterson Sullivan P.L.L.C., Certified Public Accountants, has been
selected by the Trustees to examine the consolidated financial statements of the
Company and its subsidiaries for the fiscal year ending December 31, 2002.
Peterson Sullivan P.L.L.C. have examined the consolidated financial statements
of the Company and its subsidiaries each year since 1989. Representatives of
Peterson Sullivan P.L.L.C. are not expected to be present at the Annual Meeting.
Fees paid to Peterson Sullivan P.L.L.C. by the Company during 2001
included:
Audit Fees. The Company paid Peterson Sullivan $118,487 in fees related
to the audit of the annual financial statements and the reviews of the quarterly
financial statements.
Financial Information Systems. The Company made no payments to Peterson
Sullivan related to the operation, supervision, design, or implementation of the
Company's financial information systems.
10
All Other Fees. All other fees paid to Peterson Sullivan in 2001
totaled $382,837. These services were comprised mainly of tax and other
regulatory services.
FUTURE SHAREHOLDER PROPOSALS
Any proposal which a Shareholder intends to present at the next Annual
Meeting of Shareholders must be received by the Company on or before February 1,
2003. A shareholder must notify the Company on or before April 16, 2003 that he
or she intends to introduce a proposal at the 2003 shareholder meeting or
management will have discretionary authority to vote its proxies with respect to
any such proposal.
OTHER MATTERS
The Trustees know of no matter other than those mentioned in the Proxy
Statement to be brought before the meeting. If other matters properly come
before the meeting, it is the intention of the Proxy holders to vote the Proxies
in accordance with their judgment. If there are insufficient votes to approve
any of the proposals contained herein, the Trustees may adjourn the meeting to a
later date and solicit additional Proxies. If a vote is required to approve such
adjournment, the Proxies will be voted in favor of such adjournment.
A copy of the Company's Annual Report to the Securities and Exchange
Commission will be provided to Shareholders without charge upon written request
directed to Mercer International Inc., Shareholders Information, Schutzengasse
32, 8001 Zurich, Switzerland.
By Order of the Trustees,
DATE: June __, 2002.
11
PROXY
MERCER INTERNATIONAL INC.
Schutzengasse 32
8001 Zurich
Switzerland
This Proxy is solicited on behalf of the Trustees of Mercer
International Inc.
The undersigned hereby appoints Jimmy S.H. Lee as proxy, with the power
of substitution to represent and to vote as designated below, all the shares of
beneficial interest of Mercer International Inc. held of record by the
undersigned on May 21, 2002, at the Annual Meeting of Shareholders to be held on
July 11, 2002, or any adjournment thereof.
1. ELECTION OF TRUSTEES
FOR the nominees listed WITHHOLD AUTHORITY to vote
below (except as marked for the nominees listed
to the contrary below) |_| below |_|
(Instruction: To withhold authority to vote for a nominee, strike a
line through the nominee's name in the list below.)
Jimmy S.H. Lee Ian Rigg Andrew Milligan
2. In his discretion, the Proxy holder is authorized to vote upon such
other business as may properly come before the meeting.
This Proxy when properly executed will be voted in the manner directed
herein by the undersigned stockholder. If no direction is made, this Proxy will
be voted FOR Proposal 1.
Please sign exactly as name appears on your share certificates. When
shares are held by joint tenants, both should sign. When signing as attorney,
executor, administrator, trustee or guardian, please give full title as such. If
a corporation, please sign in full corporate name by President or other
authorized officer. If a partnership, please sign in partnership name by
authorized person.
DATED:__________________________, 2002 _____________________________
Signature
_____________________________
Print Name
_____________________________
Signature, if jointly held
_____________________________
Print Name
_____________________________
Number of shares held
Please mark, sign, date and return this Proxy promptly using the enclosed
envelope.
12