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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
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 toss.240.14a-12
ZAP
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(Name of Registrant as Specified In Its Charter)
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(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)(1) 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 0-1 1 (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:
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ZAP
NOTICE OF 2002 ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD OCTOBER 26, 2002
The 2002 Annual Meeting of Shareholders of ZAP (the "Company") will be held
at 10:30 a.m. Pacific Standard Time on Saturday, October 26, 2002 at the Kendall
Jackson Wine Center, 5007 Fulton Road, Santa Rosa, California, for the following
purposes:
1. To elect five members to the Board of Directors, with the following persons
to be nominated for election by the present Board of Directors: Louis
Auletta, Michael Coder, Lawrence McLaughlin, Steven Schneider and Gary
Starr.
2. To ratify the appointment of Odenberg, Ullakko, Muranishi & Co. LLP as the
Company's independent public accountant for the fiscal year ending December
31, 2002; and
3. To consider and act upon such other matters that may properly come before
the meeting.
The Board of Directors has fixed August 30, 2002 as the record date for
determining shareholders entitled to receive notice of, and to vote at, the
Annual Meeting or any adjournment thereof. Only shareholders of record at the
close of business on the record date will be entitled to notice of and to vote
at the Annual Meeting or any adjournment thereof.
By Order of the Board of Directors,
Renay Cude
Corporate Secretary
September 20, 2002
ZAP
117 MORRIS ST.
SEBASTOPOL, CALIFORNIA 95472 USA
PROXY STATEMENT
FOR THE ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON SATURDAY, OCTOBER 26, 2002
This proxy statement is being furnished to the shareholders of ZAP in
connection with the solicitation of proxies by the Board of Directors for use at
the 2002 Annual Meeting of Shareholders (the "Annual Meeting"). The Annual
Meeting will be held on Saturday, October 26, 2002, beginning at 10:30
a.m.,Pacific Standard Time, Kendall Jackson Wine Center, 5007 Fulton Road, Santa
Rosa, California.
We are mailing this proxy statement and the enclosed proxy to our
shareholders on or about September 20, 2002. The enclosed proxy is solicited by
the Board of Directors of ZAP.
ZAP will bear the entire cost of preparing, assembling and mailing the
Notice of Annual Meeting and this proxy statement to shareholders. ZAP has made
arrangements to forward copies of proxy materials to brokerage houses,
fiduciaries and custodians, nominees and fiduciaries for forwarding of proxy
soliciting material to the beneficial owners of the Common Stock of Zap at ZAP's
expense. In addition to the solicitation of proxies by mail, some of the
officers and directors and regular employees of ZAP may without additional
compensation solicit proxies by telephone or personal interview. ZAP will bear
the costs of these solicitations.
INFORMATION ABOUT THE ANNUAL MEETING AND VOTING
OUTSTANDING SECURITIES AND VOTING RIGHTS
The record date for determining the shareholders entitled to vote at the
meeting is August 30, 2002. All holders of our Common Stock at the close of
business on August 30, 2002 will be eligible to vote at the Annual Meeting. On
that date there were 7,246,128 shares of Common Stock . Each share is entitled
to one vote.
PROXY VOTING
Shares for which proxies are properly executed and returned, or properly
voted telephonically or by Internet, will be voted at the Annual Meeting in
accordance with the directions noted thereon or, in the absence of directions,
will be voted "FOR" the election of each of the nominees to the Board of
Directors named under Proposal Number 1 below, "FOR" and "FOR" the ratification
of Odenberg,Ullakko, Muranishi & Co. LLP as our independent public accountant
for 2002. Should any other business properly come before the meeting, the person
or persons named as the proxy shall be allowed to vote on such a matter as that
person or those persons determine in his, her or their sole discretion.
The manner in which your shares may be voted by proxy depends on how your
shares are held. If you own shares of record, meaning that your shares of Common
Stock are represented by certificates or book entries in your name so that you
appear as a shareholder on the records of our stock transfer agent,
Computershare Trust, a proxy for voting those shares will be included with this
proxy statement. You may vote those shares by completing, signing and returning
the proxy in the enclosed envelope.
If you own shares through a bank or brokerage firm account, you may instead
receive a voting instruction form with this proxy statement, which you may use
to instruct how your shares should be voted. Just as with a proxy, you may vote
those shares by completing, signing and returning the voting instruction form in
the enclosed envelope. Many banks and brokerage firms have arranged for Internet
or telephonic voting of shares and provide instructions for using those services
on the voting instruction form.
ATTENDANCE AND VOTING AT THE ANNUAL MEETING
If you own shares of record, you may attend the Annual Meeting and vote in
person, regardless of whether you have previously voted on a proxy or
telephonically. If you own shares through a bank or brokerage firm account, you
may attend the Annual Meeting, but in order to vote your shares at the meeting,
you must obtain a "legal proxy" from the bank or brokerage firm that holds your
shares. You should contact your account representative to learn how to obtain a
"legal proxy." We encourage you to vote your shares in advance of the Annual
Meeting date by one of the methods described above, even if you plan on
attending the Annual Meeting.
VOTES REQUIRED
Nominees for election as directors at the Annual Meeting will be elected by
a plurality of the votes cast at the Annual Meeting. The approval of
Odenberg,Ullakko,Muranishi & Co. LLP as our independent auditors and any other
proposal which may be brought before the meeting will require the approval of a
majority of the shares present and represented at the Annual Meeting.
QUORUM AND COUNTING THE VOTE
A majority of the shares entitled to vote, represented in person or by
proxy, constitutes a quorum for the transaction of business at the Annual
Meeting. Abstention votes will be counted as present and represented at the
Annual Meeting for purposes of determining whether a quorum exists. Broker
non-votes will not be counted as present and represented at the Annual Meeting
for the purpose of determining whether a quorum exists. In the election of
directors, an abstention will have no effect on the outcome. Abstention from
voting will have the same effect as voting against any other proposal submitted
for consideration by the shareholders at the Annual Meeting.
REVOCATION OF PROXIES
You may revoke a proxy at any time prior to the time it is voted by
delivering a written notice of revocation to the Secretary of ZAP, by submitting
a later-dated proxy or by attending the Annual Meeting and voting in person. Any
shareholder holding shares through a bank or brokerage firm may revoke a
previously granted proxy or change previously given voting instructions by
contacting the bank or brokerage firm, or by obtaining a "legal proxy" from the
bank or brokerage firm and voting at the Annual Meeting.
GOVERNANCE OF THE COMPANY
2001 BOARD MEETINGS
The Board of Directors met fourteen times in 2001. During the fiscal year
2001, each director attended at least 75% of the aggregate of the total number
of Board of Directors and committee meetings held during the period in which he
served as a director.
BOARD COMMITTEES
The Board of Directors intends to form an Audit Committee and a
Compensation Committee following the Annual Meeting.
The full Board of Directors makes recommendations concerning the submission
of candidates at shareholders' meetings for election to the Board of Directors.
Until the Compensation Committee is formed, the Board of Directors reviews and
approves all major issues concerning salaries. The Board of Directors may
establish committees if it deems it advisable to do so or if the size of the
Board of Directors expands to the extent that the Board of Directors deems it
appropriate to create additional committees.
DIRECTORS' COMPENSATION
Members of our Board of Directors do not receive any cash compensation for
their service on the Board of Directors, but directors may be reimbursed for
certain expenses in connection with their attendance at Board of Directors
meetings.
CERTAIN RELATIONSHIPS
There are no certain relationships among our directors and executive
officers.
RELATIONSHIPS AMONG DIRECTORS AND EXECUTIVE OFFICERS
There are no familial relationships among our directors and executive
officers.
REPORTS UNDER SECTION 16(A) OF THE EXCHANGE ACT
Section 16(a) of the Securities Exchange Act of 1934 requires our directors
and officers to file reports of ownership and changes in ownership with respect
to the securities of ZAP and its affiliates with the Securities and Exchange
Commission and to furnish copies of these reports to us. Based on a review of
these reports and written representations from our directors and officers
regarding the necessity of filing a report, we believe that during fiscal year
2001, all filing requirements were met on a timely basis.
PRINCIPAL SHAREHOLDERS AND STOCK OWNERSHIP
CERTAIN BENEFICIAL OWNERS
To the best of our knowledge, the following are those who own beneficially five
percent or more of our Common Stock outstanding as of August 30, 2002:
SHARES BENEFICIALLY OWNED
SHARES HELD
NAME AND ADDRESS AND NATURE OF
OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP PERCENTAGE
- ------------------- -------------------- ----------
Steve Schneider 2,822,222 (1) 38.9%
117 Morris Street
Sebastopol, California 95472
Gary Starr 1,189,734 (2) 16.4%
117 Morris Street
Sebastopol, California 95472
Ridgewood Power, LLP 994,500 (3) 13.7%
947 Linwood Ave.
Ridgewood, NJ 07450
Jeff Schneider 611,111 8.4%
117 Morris Street
Sebastopol, California 95472
The Endeavour Capital Fund, S.A. 463,680 6.4%
P.O.B. 57116
Jerusalem 91570 Israel
(1) Includes 22,222 shares of common stock issuable upon the exercise of stock
options within 60 days of August 30, 2002.
(2) Includes 138,889 shares of common stock issuable upon the exercise of stock
options within 60 days of August 30, 2002.
(3) Includes 11,111 shares of common stock issuable upon the exercise of stock
options within 60 days of August 30, 2002.
OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS
The following table shows, as of August 30, 2002, the number of shares of our
Common Stock beneficially owned by our directors and nominees, executive
officers named in the Summary Compensation Table, and our directors and
executive officers as a group.
SHARES HELD
NAME AND AGE OF AND NATURE OF
BENEFICIAL OWNER POSITION BENEFICIAL OWNERSHIP
- ---------------- -------- --------------------
Michael Coder, 54 Director 25,000 *
Steven Schneider, 42 Director 2,822,222 (1)
Gary Starr, 46 Chief Executive Officer 1,189,737 (2)
Director
Directors and executive
officers as a group 4,036,959
* Represents beneficial ownership of less than 1%.
(1) Includes 22,222 shares of common stock issuable upon the exercise of stock
options within 60 days of August 30, 2002.
(2) Includes 138,889 shares of common stock issuable upon the exercise of stock
options within 60 days of August 30, 2002.
PROPOSAL NUMBER 1
ELECTION OF DIRECTORS
Our Bylaws state that the Board of Directors shall consist of between five
and nine members, with the exact number of directors between this range to be
determined by the Board of Directors. The Board of Directors has set the number
of directors at from five to nine, currently we are seeking to add three new
members to our Board of Directors which will bring the total to five.
At the Annual Meeting , five directors will be elected to serve until the
2003 Annual Meeting of Shareholders or until their respective successors are
duly elected and qualified. Persons may be nominated for election to the Board
of Directors by the shareholders upon the making of a proper motion at the
Annual Meeting. The Board of Directors will present for election by the
shareholders and recommends a vote "FOR" the following nominees: Louis Auletta,
Michael Coder, Lawrence McLaughlin, Steven Schneider And Gary Starr.
Each nominee was recommended unanimously by the Board of Directors for
presentation to the shareholders for election at the Annual Meeting. Each
nominee is currently a member of the Board of Directors.
All proxies will be voted "FOR" the election of each of these nominees
unless authority to vote for the election for any nominee or nominee is withheld
by the shareholder giving the proxy. If any nominee should unexpectedly decline
or be unable to act as a director, the proxies may be voted for a substitute
nominee to be designated by the Board of Directors. The Board of Directors does
not believe that any nominee will decline to serve.
Shareholders will have the right to vote their shares cumulatively.
However, shareholders shall not be entitled to cumulate votes unless the
candidates' names have been placed in nomination before the commencement of the
voting and a shareholder has given notice at the Annual Meeting, and before the
voting has begun, of his or her intention to cumulate votes. If any shareholder
has given such notice, then all shareholders entitled to vote may cumulate their
votes by giving one candidate a number of votes equal to the number of directors
to be elected multiplied by the number of his or her shares or by distributing
such votes on the same principle among any number of candidates. If no
shareholder elects to use cumulative voting then the shareholders shall be
allowed to cast one vote per share owned for each of the six positions on the
Board of Directors. Votes cast against a candidate or which are withheld shall
have no effect.
Background information with respect to the five nominees for election to
the Board of Directors is set forth below.
NOMINEES FOR ELECTION TO BOARD OF DIRECTORS
LOUIS AULETTA has been involved in various entrepreneurial business ventures for
the past 35 years. Currently, he is engaged in real estate development. An avid
environmentalist all his life, he has also served as the executive director of
the Earth Options Institute. Mr. Auletta holds a Bachelors degree in Business
from Wagner College, New York.
MICHAEL G. CODER was educated at the University of California , Davis and
received a Bachelors Degree in Psychology in 1970. He also received his law
degree from the University of the Pacific-Mc George School of Law in 1974. Mr.
Coder was employed by the District Attorneys of Yolo and Sacramento Counties
from 1973 to 1974.He also served as a Supervising Staff Counsel for the
California Department of Motor Vehicles from 1974 to 1976. Additionally, Mr.
Coder was an Administrative Law Judge for the Educational (now Public)
Employment Relations Board from 1976 to 1977. For the past 25 years, Mr. Coder
has been a senior partner or sole law practitioner representing the members of
the automotive industry. Mr. Coder is the President of Auto Distributors, a
licensed distributor of alternative fuel powered motor vehicles.
LAWRENCE W. MC LAUGHLIN has practiced law in Sonoma County, California since
1978, specializing in municipal and civil matters. He is presently legal counsel
to the boards of several corporations, primarily in the medical field, and also
represents several local Fire Districts as well as the City of Sebastopol. In
addition, Mr. Mc Laughlin's law firm (Dermott, Cutler & Mc Laughlin) represents
other business, collection, and family law clients. Mr. Mc Laughlin is a
graduate of the University of California, Berkeley, and received his law degree
from Empire College in Santa Rosa, California.
STEVEN SCHNEIDER is the founder of Voltage Vehicles, a full-service alternative
fuel vehicle distributor specializing in the full spectrum of electric vehicles
(EV) and full-performance alternative fuel vehicles (AFV) including automobiles,
motorcycles, bicycles, scooters, hovercraft, neighborhood electric vehicles
(NEV), commercial vehicles and accessories. He also founded Auto Distributors,
Inc., which is the promotion and distribution arm of Voltage Vehicles dealership
He has also been appointed to the Advisory Board of Directors to Apollo Energy
Systems where he works closely with Apollo's management. He is involved in
planning marketing strategies and tactics for Apollo Energy. Apollo is in the
business of developing and manufacturing fuel cell technology and propulsion
systems.
He is also active in legislative issues regarding alternative fuel vehicles, Mr.
Schneider recently lobbied at the nation's capitol on behalf of the Clear Act
(S.760/H.R. 1864: "Clean Efficient Automobiles Resulting From Advanced Car
Technologies"). He also supported Representative Sherwood Boehlert (R-NY)
efforts to introduce new legislation called the "Alternative Fueled Acceleration
Act of 2001" along with actively supporting numerous other related state and
federal initiatives. He is an active member on the LSV subcommittee in
Washington D.C. where his ideas have spawned new innovative markets for low
speed vehicles.
Mr. Schneider's automotive career spans more than 17 years experience in varying
roles including that of owner, partner, sales representative, business manager,
creditor and adjustor. His successes also include the formation of two Northern
California automobile sales companies, as well as stints in the financial, real
estate and electronics industries. He has also received extensive education and
training in sales and marketing, banking, insurance and automotive training.
GARY STARR has been a director and executive officer of ZAP since its inception
in 1994. He has been the Chief Executive Officer of ZAP since September 1999. He
has been building, designing, and driving electric cars for more than 25 years.
In addition to overseeing the marketing of more than 75,000 electric bicycles
and other electric vehicles, Mr. Starr has invented several solar electric
products and conservation devices. Mr. Starr founded U.S. Electricar's electric
vehicle operation in 1983. In 1993, Mr. Starr earned a Private Industry Council
Recognition Award for creating job opportunities in the EV industry and was
named as one of the ten most influential electric car authorities by Automotive
News. He has also received recognition awards for his contributions toward clean
air from the American Lung Association of San Francisco, CALSTART and U.S.
Senator Barbara Boxer. Mr. Starr has several publications: Electric Cars: Your
Guide to Clean Motoring, The Shocking Truth of Electric Cars, and The True Cost
of Oil. In addition, he has appeared on more than 300 radio and television talk
and news shows (including Larry King Live, The Today Show, Inside Edition, CNN
Headline News, Prime Time Live, and the CBS Evening News and the McNeil Lehrer
News Hour) as a recognized authority in the field of electric vehicles. Mr.
Starr has a Bachelor of Science Degree from the University of California, Davis
in Environmental Consulting and Advocacy.
PROPOSAL NUMBER 2
RATIFICATION OF APPOINTMENT OF INDEPENDENT PUBLIC ACCOUNTANT
Odenberg, Ullakko,Muranishi & Co. LLP has been appointed by the Board of
Directors as our independent public accountant for the fiscal year ending
December 31, 2002. In the event that ratification of this selection of
independent public accountant is not approved by a majority of the shares of
Common Stock voting at the Annual Meeting, the Board of Directors will
reconsider its selection of independent public accountant.
A representative of Odenberg,Ullakko,Muranishi & Co. LLP is not expected to
be present at the Annual Meeting.
RECOMMENDATION
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE SHAREHOLDERS VOTE
"FOR" RATIFICATION OF THE APPOINTMENT OF UDENBERG,ULLAKKO,MURANISHI & CO. LLP AS
OUR INDEPENDENT PUBLIC ACCOUNTANT FOR THE FISCAL YEAR ENDING DECEMBER 31, 2002.
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following table summarizes the compensation earned by Gary Starr, our
Chief Executive Officer, for the years indicated below. No other employee
received compensation in excess of $100,000 for the fiscal years ended December
31, 1999, 2000, and 2001.
Annual Compensation Long -Term Compensation
Awards Payouts
---------------------------------------------
Stock
Other Restricted Underlying All Other
Annual Stock Options LTIP Compen-
Salary Bonus Compensation Award /SARs Payouts sation
Name and Principal Position Year ($) ($) ($) ($) (#) ($) ($)
- --------------------------- ---- ------ ----- ------------ ---------- ---------- ------- ---------
Gary Starr 1999 39,500 200
Chief Executive officer 2000 59,600 700
2001 60,800 116,667(1)
(1) See note below under options
The following table provides information regarding stock options granted to
Gary Starr for the fiscal year ended December 31, 2001.
OPTION/SAR GRANTS IN LAST FISCAL YEAR (INDIVIDUAL GRANTS)
Year Number of % of Total Exercise or
Options Securities Underlying Options/SARs Granted to Base Price Expiration
Name Granted Options/SARs Granted Employees in Fiscal Year ($/Sh) Date
- -----------------------------------------------------------------------------------------------------------------
Gary Starr 2001(1) 116,667 48.4% $1.20 12/31/04
The Board of Directors issued new options at the December 19, 2001 meeting and
rescinded all previous options that were outstanding to employees. Also the
options have been restated to reflect the reverse stock split which was done on
July 1, 2002.
PROPOSALS OF SHAREHOLDERS
Proposals which shareholders wish to be considered for inclusion in the
proxy materials solicited by the Board of Directors for the 2003 Annual Meeting
must be received by the Secretary by February 14, 2003 and must comply with the
requirements of Rule 14a-8 under the Securities Exchange Act of 1934, as
amended.
OTHER BUSINESS
It is not intended that any business other than that set forth in the
notice of Annual Meeting and more specifically described in this proxy statement
will be brought before this meeting. If any other business should properly come
before the Annual Meeting, it is the intention of the persons named in the
enclosed proxy to vote in accordance with their best judgment on that business
or any matters dealing with the conduct of the Annual Meeting pursuant to the
discretionary authority granted in the proxy.
By Order of the Board of Directors
Corporate Secretary
Sebastopol, California
PROXY FOR ANNUAL MEETING OF SHAREHOLDERS
This Proxy is Solicited on Behalf of the Board of Directors
The undersigned holder(s) of the stock of ZAP acknowledges(s) receipt of the
Notice of Annual Meeting of Shareholders of ZAP, dated September 20, 2002 a
Proxy Statement of the Board of Directors of the same date. The undersigned
hereby appoint(s) Renay Cude, attorney and proxy, with full power of
substitution and revocation, to vote, as designated below all shares of Common
Stock that the undersigned is entitled to vote, with all powers that the
undersigned would possess IF personally present at the 2002 Annual Meeting of
Shareholders of ZAP, to be held at the Kendall Jackson Wine Center, located at
5007 Fulton Road, CA 95439, on Saturday October 26, 2002 at 10:30 a.m. Pacific
Standard Time, and at any adjournments thereof.
The holder of this proxy is granted discretionary authority to cumulate votes in
the election of directors among those nominees for whom the undersigned has
granted the authority to vote.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR EACH OF THE PERSONS LISTED BELOW
FOR ELECTION TO THE BOARD OF DIRECTORS AND FOR EACH OF THE PROPOSALS LISTED IN
THE PROXY STATEMENT. THIS PROXY WILL BE VOTED AS DIRECTED BY THE SHAREHOLDER(S)
DULY EXECUTING THIS PROXY. IF NO DIRECTION IS MADE WITH RESPECT TO ANY OR ALL OF
THE BELOW PROPOSALS, THIS PROXY WILL BE VOTED FOR EACH OF THE PERSONS LISTED
BELOW AND FOR ALL OF THE PROPOSALS LISTED in the STATEMENT.
THE PROXY MAY BE REVOKED AT ANY TIME PRIOR TO ITS EXERCISE
PLEASE COMPLETE, DATE AND SIGN PROXY ON REVERSE SIDE AND
RETURN THIS PROXY PROMPTLY USING THE ENCLOSED ENVELOPE
ZAP
PLEASE MARK VOTE IN CIRCLE IN THE FOLLOWING MANNER USING DARK INK ONLY: 0
The 2002 Annual Meeting of Sbareholders of ZAP (the "Company") will be held at
10:30 am. Pacific Standard Time on Saturday, October 26, 2002 at the Kendall
Jackson Wine Center, 5007 Fulton Road, Santa Rosa, California, for the following
purposes:
1. To elect five members to the Board of Directors, with the following persons
to be nominated for election by the present Board of Directors: Louis
Auletta, Michael Coder Larry McLaughlin, Steven Schneider and Gary Starr.
FOR WITHHELD FOR ALL
ALL ALL EXCEPT
O O O
2. To ratify the appointment of Odenberg Ullakko Muranishi & Co. LLP as the
Company's independent public accountant for the fiscal year ending
December 31, 2002:
FOR AGAINST ABSTAIN
O O O
INSTRUCTIONS:
Please date and sign exactly as your name(s) appear(s) above. When signing as
attorney, executor, administrator, trustee or guardian or as an officer of a
corporation, partnership or other business entity, please give your full title.
Joint shareholders EACH must sign his or her name.
By executing this proxy, I (we) hereby revoke all previous proxies with any
matter to be voted upon at the Annual Meeting.
Number of shares: _______________________________________
Date: _____________________________________________, 2002
Signature of Shareholder ________________________________
Printed Name of Shareholder______________________________
Signature of Joint Shareholder___________________________
Printed Name of Joint Shareholder________________________