SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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 Section 240.14a-12
ACMAT CORPORATION
--------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
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 transaction 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:
------------------------------------------------------------------------
[ACMAT LOGO]
233 MAIN STREET
NEW BRITAIN, CT 06050-2350
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS OF
ACMAT CORPORATION
TO BE HELD
JUNE 20, 2002
To the ACMAT Stockholders:
The Annual Meeting of Stockholders of ACMAT CORPORATION will be held at
ACMAT's headquarters, 233 Main Street, New Britain, CT, on June 20, 2002, at
12:00 P.M., for the following purposes:
1. To elect six directors for the ensuing year;
2. To approve the appointment of KPMG LLP as auditors of the books and
accounts of the Company for the current fiscal year; and
3. To transact such other business as may properly come before the meeting.
Only stockholders of record at the close of business on April 19, 2002 will
be entitled to notice of and to vote at this meeting.
We hope that as many stockholders as possible will attend the Annual
Meeting in person. Management will be present to answer any questions you may
have with respect to the operations of the Company. We would appreciate it if
you would complete, date, sign and return the enclosed proxy. A self-addressed
envelope is enclosed for your convenience in returning the proxy to us.
[SIG TO COME]
HENRY W. NOZKO, JR.
May 3, 2002 Chairman of the Board and President
ACMAT CORPORATION
233 MAIN STREET, NEW BRITAIN, CT 06050-2350
(860) 229-9000
PROXY STATEMENT
The enclosed proxy is solicited by the Board of Directors of ACMAT
CORPORATION (sometimes referred to as "ACMAT", the "Company" or the
"Corporation") for use at the Annual Meeting of Stockholders of the Company to
be held on June 20, 2002, at 12:00 P.M., at ACMAT's headquarters, 233 Main
Street, New Britain, CT, for the purposes set forth in the accompanying Notice
of Annual Meeting. Any stockholder giving a proxy has the power to revoke it at
any time prior to its exercise by giving written notice of its revocation to the
Secretary of the Company, delivering a proxy bearing a later date or attending
the Annual Meeting and voting in person.
Outstanding Shares and Voting Rights
On April 30, 2002, there were outstanding 553,355 shares of Common Stock
and 1,827,019 shares of Class A Stock of the Company. Each share of Common Stock
is entitled to one vote and each share of Class A Stock is entitled to 1/10
vote. Only stockholders of record at the close of business on April 19, 2002
will be entitled to vote at the Annual Meeting. These proxy materials will be
mailed to stockholders on or about May 6, 2002.
Security Ownership of Certain Beneficial Owners and Management
As of April 30, 2002, no person was known to the Company to be the
beneficial owner of more than five percent of its outstanding shares of Common
Stock or Class A Stock except as set forth in the following table which also
shows, as of that date, the total number of shares of each class of stock of the
Company beneficially owned, and the percent of the outstanding class of stock so
owned, by each director, and by all directors and officers of the Company, as a
group:
PERCENTAGE PERCENTAGE
CLASS NUMBER OF SHARES OF CLASS OF TOTAL
BENEFICIAL OWNER OF STOCK BENEFICIALLY OWNED(1) OUTSTANDING VOTING POWER(15)
---------------- -------- --------------------- ----------- ----------------
Estate of Henry W. Nozko, Sr...... Common 417,605(4) 67.56% 51.88%
Class A 61,000(3) 3.24
Henry W. Nozko, Jr................ Common 198,099(2)(4) 32.83 26.91
Class A 163,674(2)(5) 8.72
Victoria C. Nozko................. Class A 52,000(6) 2.81 .70
John C. Creasy.................... Class A 19,000(7) 1.03 .26
Arthur R. Moore................... Class A 10,000(8) .51 .13
Alfred T. Zlotopolski............. Class A 10,000(8) .51 .13
Sheet Metal Workers' National
Pension Fund.................... Class A 945,000(9) 34.09 11.30
Franklin Resources, Inc........... Class A 443,500(10) 22.72 5.89
Queensway Financial Holdings
Limited......................... Class A 204,814(11) 11.21 2.76
EQSF Advisors, Inc................ Class A 200,678(12) 10.98 2.70
First Manhattan Co................ Class A 165,513(13) 9.06 2.23
Old Kent Financial Corp........... Class A 130,000(14) 6.66 1.73
All Directors and Officers (8
persons) As a Group............. Common 605,704 92.71 74.40
Class A 375,090 18.27
---------------
(1) The person listed has the sole power to vote the shares of Common Stock and
Class A Stock listed above as beneficially owned by such person and has
sole investment power with respect to such shares.
(2) Does not include 400 shares of Class A Stock and 5,925 shares of Common
Stock held by his wife, Gloria C. Nozko.
(3) Includes options to purchase 56,000 shares of Class A Stock.
(4) Includes options to purchase 50,000 shares of Common Stock.
(5) Includes options to purchase 51,000 shares of Class A Stock.
(6) Includes options to purchase 25,000 shares of Class A Stock.
(7) Includes options to purchase 19,000 shares of Class A Stock.
(8) Includes option to purchase 10,000 shares of Class A Stock.
(9) Assumes the full conversion of $10,395,000 principal amount of 11.5%
Convertible Note into 945,000 shares of Class A Stock. The Address of the
Fund is Suite 500, 601 North Fairfax Street, Alexandria, VA 22314.
(10) Address of Franklin Resources, Inc. is 777 Mariners Island Blvd. San Mateo,
CA 94404
(11) Address of Queensway Financial Holdings Limited is 90 Adelaide Street West,
Toronto, Ontario M5H3V9.
(12) Address of EQSF Advisors, Inc. is 767 Third Avenue, New York, NY
10017-2023.
(13) Address of First Manhattan Co. is 437 Madison Avenue, New York, NY 10022.
(14) Address of Old Kent Financial Corp. is 111 Lyon Street N.W., Grand Rapids,
MI 49503.
(15) Based upon one vote for each share of Common Stock and one-tenth vote for
each share of Class A Stock.
1. ELECTION OF DIRECTORS
The first purpose of the meeting is to elect a Board of Directors, six in
number, for a term of one year and until their successors shall be elected and
qualify in their stead. It is the intention of the persons named in the proxy to
vote, unless otherwise instructed, the proxies for the election as directors of
the six nominees listed below. Five of the nominees are presently directors of
the Company previously elected by stockholders. In the event that any nominee
should be unwilling or unable to serve as director (which is not now
anticipated) the persons named as proxies reserve full discretion to vote for
such other person as may be nominated by the Board of Directors.
The following table shows for each director (a) his or her age, (b) the
year in which the director first served as a director of the Company, (c)
position with the Company and business experience during the past five years,
including principal occupation, (d) his or her committee assignments, and (e)
his or her other directorships. Each director is elected for a term of one year
and until his or her successor shall be elected.
DIRECTOR POSITION WITH THE COMPANY AND BUSINESS EXPERIENCE DURING
NAME AGE SINCE LAST FIVE YEARS, INCLUDING OCCUPATION
---- --- -------- --------------------------------------------------------
Henry W. Nozko, Jr.(1).......... 55 1971 President, Chief Executive Officer, Treasurer, Director
and Chairman of the Board of the Company. President,
Chief Executive Officer, Treasurer, Director and
Chairman of the Board of United Coastal Insurance
Company, ACSTAR Holdings, Inc., ACSTAR Insurance
Company.
Victoria C. Nozko(1)............ 83 1982 Housewife during past five years.
John C. Creasy.................. 82 1987 Retired Chief Executive Officer of Danbury Hospital,
Member, Board of United Coastal Insurance Company.
Member of the Compensation Committee and Audit
Committee.
2
DIRECTOR POSITION WITH THE COMPANY AND BUSINESS EXPERIENCE DURING
NAME AGE SINCE LAST FIVE YEARS, INCLUDING OCCUPATION
---- --- -------- --------------------------------------------------------
Arthur R. Moore................. 68 1999 Former General President of Sheet Metal Workers'
International Association. Member of the Audit
Committee.
Alfred T. Zlotopolski........... 55 1999 General Secretary-Treasurer of the Sheet Metal Workers'
International Association as of March 1, 1999.
Previously was the Business Manager and President of
Local 36 of the Sheet Metal Workers' International
Association. Member of the Audit Committee.
Henry W. Nozko III(1)........... 24 -- Construction Manager of the Company since 2000. Member,
Board of United Coastal Insurance Company.
---------------
(1) Mrs. Victoria C. Nozko is the mother of Mr. Henry W. Nozko, Jr. Mr. Henry W.
Nozko III is the son of Mr. Henry W. Nozko, Jr. and the grandson of Mrs.
Victoria C. Nozko.
Committees and Meetings
The Board of Directors of the Company held four meetings during 2001. The
Company has two committees of its Board of Directors -- a Compensation Committee
and an Audit Committee. During 2001 the Audit Committee and the Compensation
Committee each held one meeting. The Audit Committee considers and reviews all
matters arising in connection with external audit reports, auditors' management
reports and related matters. The Compensation Committee reviews the compensation
of all officers of the Company. The Company does not have a nominating
committee.
REMUNERATION OF OFFICERS AND DIRECTORS
The following table provides certain summary information regarding
compensation of the Company's Chief Executive Officer and each of the most
highly compensated executive officers of the Company for the periods indicated.
ANNUAL ALL OTHER
COMPENSATION(1) COMPENSATION(2)
-------------------- ---------------
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS
--------------------------- ---- ------ -----
Henry W. Nozko, Sr.(3)........................ 2001 $466,833 -- $10,625
Chairman, President 2000 $460,700 $200,000 $10,432
And Chief Executive Officer 1999 $447,200 $395,000 $10,532
Henry W. Nozko, Jr.(3)........................ 2001 $337,833 -- $10,625
Executive Vice President 2000 $332,000 $150,000 $10,432
and Chief Operating Officer 1999 $322,500 $315,000 $10,430
Michael P. Cifone............................. 2001 $160,333 -- $10,625
Vice President-Finance 2000 $154,500 $100,000 $10,432
1999 $150,000 $155,000 $10,289
Robert H. Frazer, Esq. ....................... 2001 $115,185 -- $ 6,138
Vice President, Secretary 2000 $136,069 $ -- $ 6,648
and General Counsel 1999 $171,600 $ 25,000 $10,392
---------------
(1) Amounts shown include cash compensation earned and received by the executive
officers. There are no other forms of non-cash compensation or other
perquisites for any executive officer. Individual discretionary bonuses are
paid to various officers and employees.
(2) The amounts shown in this column represent contributions made by the Company
to the Company's 401(K) Plan and Thrift, Profit Sharing and Retirement Plan
("Plan"). The Plan was terminated on
3
February 29, 2000. On January 1, 2000, the Company adopted the ACMAT 401(K) Plan
for all nonunion employees. All nonunion employees employed on a full time or
part time salaried basis are eligible to participate on the first day of January
or July after twelve consecutive months of employment. The Company
contributes amounts, as determined by the Board of Directors, to be
allocated among the participants according to a formula based upon the
employee's years of service and compensation. A participant becomes vested
at the rate of 20% per year commencing after two years of service.
(3) On January 13, 2002, Mr. Henry W. Nozko, Sr. died at the age of 82. Upon his
death, Henry W. Nozko, Jr. assumed the positions of Chairman, President and
Chief Executive Officer of the Company.
Directors who are not employees of the Company are paid an annual fee of
$4,000.
The following table provides information on options exercised during 2001
by the named Executive Officers and the value of their unexercised options at
December 31, 2001. No options were granted in 2001.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND
FISCAL YEAR END 2001 OPTION VALUES
NUMBER OF
SHARES UNEXERCISED VALUE OF UNEXERCISED
ACQUIRED VALUE OPTIONS AT IN-THE-MONEY OPTIONS
NAME ON EXERCISE REALIZED 12/31/01(1) AT 12/31/01(2)
---- -------------- -------- ----------- --------------------
Estate of Henry W. Nozko, Sr.
-- ACMAT Class A Stock Options...... -- -- 56,000 $ 19,600
-- ACMAT Common Stock Options....... -- -- 50,000 $412,500
Henry W. Nozko, Jr.
-- ACMAT Class A Stock Options...... 4,000 $5,600 51,000 $ 17,850
-- ACMAT Common Stock Options....... -- -- 50,000 $412,500
Robert H. Frazer
-- ACMAT Class A Stock Options...... -- -- 35,000 $ 12,250
Michael P. Cifone
-- ACMAT Class A Stock Options...... -- -- 20,000 $ 7,000
---------------
(1) Represents the number of options held at year end all of which were
exercisable.
(2) Represents the total gain that would have been realized if all options for
which the year-end stock price was greater than the exercise price were
exercised on the last day of the year.
REPORT OF THE BOARD OF DIRECTORS COMPENSATION COMMITTEE
The Compensation Committee of the Board of Directors is composed of a
non-employee director. The Committee makes recommendations to the Board of
Directors as to policies which govern both annual compensation and stock
ownership programs for the Chief Executive Officer and certain other executive
officers. Each year, salaries are determined and awards are made, if warranted,
under the Management Compensation Plan.
The Committee annually evaluates the Company's performance, executive
compensation and incentive programs compared with our industry and with a
broader group of companies.
The Company's compensation programs are designed to reward executives for
long-term strategic management and the enhancement of shareholder value, and are
leveraged on the basis of performance in terms of both cash compensation and
incentive plans, paying more with good performance and less when it is below
standard. The Chief Executive Officer and other executive officers received
salary increases ranging from 2% to 6% during 2001.
4
During 2002, the Compensation Committee will continue to carefully consider
executive compensation in relation to the Company's performance compared to that
of industry performance levels.
The Company has no formal employment agreements.
COMPENSATION COMMITTEE:
John Creasy
REPORT OF THE BOARD OF DIRECTORS AUDIT COMMITTEE
In accordance with its written charter, which was approved in its current
form by the Board of Directors on June 22, 2000, the Audit Committee assists the
Board in oversight of the quality and integrity of the accounting, auditing, and
the financial reporting practices of ACMAT.
The Audit Committee consists of three independent members (as independence
is defined by the rules of the Nasdaq Stock Exchange).
In performing its oversight functions, the Audit Committee reviewed and
discussed the audited consolidated financial statements of ACMAT as of and for
the year ended December 31, 2001 with management and ACMAT's independent
accountants. The Audit Committee also discussed with ACMAT's independent
auditors all matters required by generally accepted auditing standards,
including those described in Statement on Auditing Standards No. 61, as amended,
"Communication with Audit Committees" and discussed and reviewed the results of
the independent auditors' examination of the financial statements.
The Audit Committee obtained from the independent auditors a formal written
statement describing all relationships between the auditors and ACMAT that might
bear on the auditors' independence consistent with Independence Standards Board
Standard No. 1, "Independence Discussions with Audit Committees." The Audit
Committee discussed with the auditors any relationships that may have an impact
on their objectivity and independence and satisfied itself as to the auditors'
independence. The Audit Committee also considered whether the non-audit services
provided by KPMG LLP, ACMAT's principal independent accountants, to ACMAT is
compatible with maintaining KPMG's independence.
Based on the above-mentioned review and discussions with management and the
independent auditors, the Audit Committee recommended to the Board of Directors
that ACMAT's audited consolidated financial statements be included in ACMAT's
Annual Report on Form 10-K for the fiscal year ended December 31, 2001, for
filing with the Securities and Exchange Commission.
THE AUDIT COMMITTEE:
John C. Creasy
Arthur R. Moore
Alfred T. Zlotopolski
5
ACMAT STOCK PERFORMANCE GRAPH
The following chart compares the value of $100 invested on January 1, 1997
in the Company's Common Stock and Class A Stock and the NASDAQ Stock Market
Index (U.S. Companies only) and the Center for Research in Security Prices
(CRSP) Index for Special Trade Contractors. The NASDAQ Stock Market Index
represents a broad market group in which the Company participates.
(ACMAT STOCK PERFORMANCE GRAPH)
NASDAQ STOCK CRSP INDEX FOR
ACMAT CORPORATION ACMAT CORPORATION MARKET INDEX (U.S. SPECIAL TRADE
COMMON STOCK CLASS A STOCK COMPANIES) CONTRACTORS
----------------- ----------------- ------------------ --------------
1996 100.00 100.00 100.00 100.00
1997 105.00 115.30 122.50 86.00
1998 115.00 103.40 172.70 36.40
1999 95.00 49.20 320.80 77.50
2000 95.00 48.30 193.00 18.00
2001 95.00 51.50 153.10 7.40
2. APPOINTMENT OF INDEPENDENT AUDITORS
The Board of Directors has selected the firm of KPMG LLP to act as
independent auditors for the Company for the fiscal year which began January 1,
2002. This firm has acted in a similar capacity for several years. The
appointment will be submitted for approval by the stockholders at the meeting
and the Board of Directors recommends a vote FOR approval.
The Company has been advised by KPMG LLP that they are independent
accountants with respect to the Company within the meaning of the Securities
Acts administered by the SEC and the requirements of the Independence Standards
Board.
Representatives of KPMG LLP will be present at the meeting and will be
afforded the opportunity to make a statement if they desire to do so. Such
representatives will be available to respond to questions from the Company's
stockholders regarding the audit of Company's financial statements.
DISCLOSURE OF AUDITOR FEES
The following is a description of the fees billed to ACMAT by KPMG LLP
during the year ended December 31, 2001:
Audit fees: Audit fees paid by ACMAT to KPMG LLP in connection with the
review and audit of ACMAT's annual financial statements for the year ended
December 31, 2001 and the review of ACMAT's interim financial statements
included in ACMAT's Quarterly Reports on Form 10-Q during the year ended
December 31, 2001 totaled approximately $115,600.
Financial Information Systems Design and Implementation Fees: ACMAT did not
engage KPMG LLP to provide advice to ACMAT regarding financial information
systems design and implementation during the year ended December 31, 2001.
All Other Fees: Fees billed to ACMAT by KPMG LLP during the year ended
December 31, 2001 for all other non-audit services rendered to ACMAT (including
tax and actuarial related services) totaled $53,170.
6
SHAREHOLDER PROPOSALS
Proposals of stockholders for the 2003 Annual Meeting must be received by
the Company at its offices addressed to its Secretary no later than April 1,
2003 to be considered for inclusion in the proxy statement and form of proxy
relating to the 2003 Annual Meeting.
GENERAL
The cost of soliciting proxies will be borne by the Company. The only costs
anticipated are those ordinarily incurred in connection with the preparation and
mailing of proxy material.
In addition to solicitation by mail, proxies may be solicited personally or
by telephone by certain directors, officers and regular employees of the Company
in the ordinary course of the performance of their duties and without extra
compensation for such work.
The Board of Directors knows of no other matters which will be presented to
the meeting, but if any other matters should properly come before the meeting,
the persons named in the accompanying form of proxy will vote on such matters in
accordance with their best judgment. The shares represented by all effective
proxies received by management will be voted. Unless otherwise specified in the
proxy forms which are returned to management, such proxies will be voted as
follows: (1) "FOR" the election, as directors, of the six nominees of the Board
of Directors which are set forth under the heading "Election of Directors"; and
(2) "FOR" the approval of the selection of KPMG LLP as auditors.
By order of the Board of Directors
/s/ Robert H. Frazer
ROBERT H. FRAZER, Esquire
Secretary
May 3, 2002
7
CLASS A STOCK
ACMAT CORPORATION
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
PROXY FOR THE ANNUAL MEETING OF SHAREHOLDERS JUNE 20, 2002
The undersigned hereby appoints Henry W. Nozko, Jr. and Henry W. Nozko
III, as proxies each with the power to appoint his substitute, and hereby
authorizes them to represent and to vote, as designated on the reverse side of
this proxy, all the shares of Class A Stock of ACMAT Corporation held of record
by the undersigned on April 19, 2002 at the Annual Meeting of Shareholders to
be held on June 20, 2002, or any adjournment thereof.
(TO BE SIGNED ON REVERSE SIDE)
SEE REVERSE
SIDE
- PLEASE DETACH AND MAIL IN THE ENVELOPE PROVIDED -
A PLEASE MARK YOUR
/ X / VOTES AS IN THIS
EXAMPLE.
WITHHOLD Authority
FOR to vote for
all nominees all nominees FOR AGAINST ABSTAIN
Nominees: H. Nozko, Jr. 2. Proposal to approve the appointment
1. Election of H. Nozko III of KPMG LLP as auditors of the / / / / / /
Directors. / / / / V. Nozko Corporation
J. Creasy
A. Moore 3. In their discretion, the proxies are authorized to vote
A. Zlotopolski upon other business as may properly come before the
INSTRUCTIONS: TO WITHHOLD AUTHORITY TO VOTE FOR meeting.
ANY INDIVIDUAL NOMINEE(S), DO NOT CHECK EITHER BOX
AND INSTEAD WRITE THAT NOMINEE'S NAME(S) IN THE THIS PROXY, WHEN PROPERLY EXECUTED WILL BE VOTED IN THE
SPACE PROVIDED BELOW MANNER DIRECTED HEREIN BY THE UNDERSIGNED STOCKHOLDER.
IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR
PROPOSALS 1 AND 2.
----------------------------------------------------
PLEASE MARK, SIGN AND RETURN THE PROXY FORM PROMPTLY
USING THE ENCLOSED ENVELOPE.
SIGNATURE(S): Date:
------------------------------------ ------------------------
NOTE: Please sign exactly as name appears hereon. When shares are held by joint
tenants, both should sign. When signing as an 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.
COMMON STOCK
ACMAT CORPORATION
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
PROXY FOR THE ANNUAL MEETING OF SHAREHOLDERS JUNE 20, 2002
The undersigned hereby appoints Henry W. Nozko, Jr. and Henry W. Nozko III,
as proxies each with the power to appoint his substitute, and hereby authorizes
them to represent and to vote, as designated on the reverse side of this proxy,
all the shares of Common Stock of ACMAT Corporation held of record by the
undersigned on April 19, 2002 at the Annual Meeting of Shareholders to be held
on June 20, 2002, or any adjournment thereof.
(TO BE SIGNED ON REVERSE SIDE)
SEE REVERSE
SIDE
- PLEASE DETACH AND MAIL IN THE ENVELOPE PROVIDED -
A PLEASE MARK YOUR
/ X / VOTES AS IN THIS
EXAMPLE.
WITHHOLD Authority
FOR to vote for
all nominees all nominees FOR AGAINST ABSTAIN
Nominees: H. Nozko, Jr. 2. Proposal to approve the appointment
1. Election of H. Nozko III of KPMG LLP as auditors / / / / / /
Directors. / / / / V. Nozko of the Corporation
J. Creasy
A. Moore 3. In their discretion, the proxies are authorized to vote
A. Zlotopolski upon other business as may properly come before the
INSTRUCTIONS: TO WITHHOLD AUTHORITY TO VOTE FOR meeting.
ANY INDIVIDUAL NOMINEE(S), DO NOT CHECK EITHER BOX
AND INSTEAD WRITE THAT NOMINEE'S NAME(S) IN THE THIS PROXY, WHEN PROPERLY EXECUTED WILL BE VOTED IN THE
SPACE PROVIDED BELOW MANNER DIRECTED HEREIN BY THE UNDERSIGNED STOCKHOLDER.
IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR
PROPOSALS 1 AND 2.
----------------------------------------------------
PLEASE MARK, SIGN AND RETURN THE PROXY FORM PROMPTLY
USING THE ENCLOSED ENVELOPE.
SIGNATURE(S): Date:
------------------------------------ ------------------------
NOTE: Please sign exactly as name appears hereon. When shares are held by joint
tenants, both should sign. When signing as an 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.