-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, M+B6LzZFv8Ea3Fohd+B7OL0RJsLGMtVZ+H2Sy+Kcz2hfJZkOKLte/h5C5jDhFpbD PHIE2kiPfSkvWhbyewk4Lg== 0001089355-00-000059.txt : 20000203 0001089355-00-000059.hdr.sgml : 20000203 ACCESSION NUMBER: 0001089355-00-000059 CONFORMED SUBMISSION TYPE: DEFC14A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20000131 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CARVER BANCORP INC CENTRAL INDEX KEY: 0001016178 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTION, FEDERALLY CHARTERED [6035] IRS NUMBER: 133904174 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: DEFC14A SEC ACT: SEC FILE NUMBER: 001-13007 FILM NUMBER: 518160 BUSINESS ADDRESS: STREET 1: 75 W 125TH ST CITY: NEW YORK STATE: NY ZIP: 10027-4512 BUSINESS PHONE: 2128764747 MAIL ADDRESS: STREET 1: 75 W 125TH ST CITY: NEW YORK STATE: NY ZIP: 10027-4512 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BOSTON BANK OF COMMERCE CENTRAL INDEX KEY: 0001082070 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 042764211 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DEFC14A BUSINESS ADDRESS: STREET 1: 133 FEDERAL STREET CITY: BOSTON STATE: MA ZIP: 02110 BUSINESS PHONE: 6174574400 MAIL ADDRESS: STREET 1: 133 FEDERAL STREET CITY: BOSTON STATE: MA ZIP: 02110 DEFC14A 1 DEFC14A SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant [ ] Filed by a Party other than the Registrant [X] Check the appropriate box: [ ] Preliminary Proxy Statement [X] Definitive Proxy Statement [ ] Definitive Additional Materials [ ] Soliciting Materials Pursuant to ss.240.14a-11(c) or ss.240.14a-12 Carver Bancorp, Inc. - -------------------------------------------------------------------------------- (Exact Name as Specified in its Charter) Boston Bank of Commerce - -------------------------------------------------------------------------------- (Name of Person(s) Filing Proxy Statement) Payment of Filing Fee (Check the appropriate box): [ ] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2). [ ] $500 per each party to the controversy pursuant to Exchange Act Rule 14a-6(i)(3). [ ] 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 0-11:1 ----------------------------------------------------------------- 4) Proposed maximum aggregate value of transaction: ----------------------------------------------------------------- 1 Set forth the amount on which the filing fee is calculated and state how it was determined. [ ] 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: ---------------------------------------------- BOSTON BANK OF COMMERCE BBC CAPITAL MARKET, INC. 133 Federal Street Boston, MA 02110 * * * PROXY STATEMENT IN SUPPORT OF ELECTION OF KEVIN COHEE AND TERI WILLIAMS AS DIRECTORS OF CARVER BANCORP, INC. INTRODUCTION This Proxy Statement and the enclosed BLUE Proxy card are being furnished by BBC Capital Market, Inc. ("BBC Capital"), a subsidiary of the Boston Bank of Commerce ("BBOC"), in connection with its solicitation of proxies for use at the Meeting of Shareholders of Carver Bancorp, Inc., a Delaware corporation ("Carver" or the "Company"), scheduled to be held at the Schomburg Center, 515 Malcolm X Boulevard, New York, NY on February 24, 2000 at 10:00 a.m., or any adjournment or postponement thereof (the "Meeting"). The Company's principal executive offices are located at 75 West 125th Street, New York, NY 10027-4512. This Proxy Statement and the BLUE Proxy card are first being sent to shareholders of the Company on or about January 31, 2000. BBC Capital, which owns 170,700 shares of common stock, representing approximately 7.4% of the Company's outstanding common stock, is seeking your vote for the election of Kevin Cohee and Teri Williams as directors of the Company to hold office until the annual meeting following the Company's March 31, 2002 fiscal year. Information concerning Mr. Cohee and Ms. Williams is located at pages 3 and 4 of this Proxy Statement. In addition to the nominees, Robert Patrick Cooper and James Mundy, executive officers of BBOC may solicit proxies on behalf of Mr. Cohee and Ms. Williams. Certain information about Messrs. Cooper and Mundy are set forth in the Appendix accompanying this Proxy Statement. Neither Mr. Cooper nor Mr. Mundy beneficially own any shares of Carver's common stock. The Meeting, which would have been held in August 1999 in order to occur one year after the 1998 meeting, was delayed by the Company's board of directors following BBC Capital's notice that it would nominate Mr. Cohee and Ms. Williams. The Carver Board simply did not schedule the Meeting to occur in 1999. On November 9, 1999, BBC Capital filed a complaint in the Chancery Court of Delaware to compel Carver to hold the Meeting immediately. Recognizing that it had no -1- possible justification to delay the Meeting, Carver settled the lawsuit by agreeing to hold the Meeting on February 24, 2000, with a record date of January 11, 2000. In settling the lawsuit, Carver also recognized that Mr. Cohee and Ms. Williams were validly nominated as director candidates. The Company has set January 11, 2000 as the record date (the "Record Date") for determining shareholders entitled to notice of, and to vote at, the Meeting. According to the Company's Proxy Statement, as of that date, there were outstanding 2,314,275 shares of common stock, par value $.01 per share (the "Common Stock"), 40,000 shares of Series A Preferred Stock and 60,000 shares of Series B Preferred Stock, which entitle the holders thereof to an aggregate of 208,300 votes. The Preferred Stock was first issued by the Company on the Record Date. According to the Company, each share of Preferred Stock is entitled to 2.083 votes. In the aggregate, those shares, if allowed to vote, represent approximately 8.3% of the Company's voting stock. Carver disclosed in its Proxy Statement that the owners of the newly issued Preferred Stock cannot grant a proxy other than as recommended by Carver's board of directors without Carver's consent. BBC Capital believes that all of the Preferred Stock was issued by the Company in an attempt to defeat BBC Capital's efforts to elect Mr. Cohee and Ms. Williams. On January 19, 2000, BBC Capital filed a lawsuit against the Company (the "Delaware Litigation"), its board of directors and the holders of the Preferred Stock to enjoin the Company from counting the votes of the holders of the Preferred Stock at the Meeting and to cancel the transaction in which such shares were issued. BBC's motion for a preliminary injunction has been scheduled for a hearing on February 16, 2000, and the court has approved expedited discovery in the case. Holders of record of Common Stock on the Record Date are entitled to one vote per share on all matters that may properly come before the Meeting. Shareholders may not cumulate their votes for the election of directors. -2- ELECTION OF DIRECTORS Certain information regarding Mr. Cohee and Ms. Williams is set forth below. Each has consented to serve as a director when elected. A summary of BBC Capital's transaction history in the Company's securities during the prior two years and certain other information regarding other participants in BBC's solicitation of proxies is included in the Appendix hereto.
Name and No. of Shares Deemed % of Class Owned Business Address Age Owned Beneficially Individually - ---------------- --- ------------------ ------------ Kevin Cohee 42 170,700(1) 7.4%(2) 133 Federal Street Boston, MA 02110 Teri Williams 42 170,700(1) 7.4%(2) 133 Federal Street Boston, MA 02110
- ---------------------------------------- (1) Represents shares owned by BBC Capital. Each of Mr. Cohee and Ms. Williams disclaims beneficial ownership of such shares. (2) Represents the percentage of common stock outstanding and assumes that voting of the Preferred Stock will be enjoined. If such shares are included, BBC Capital owns 6.8% of the Company's voting securities. Kevin Cohee Mr. Cohee is the Chairman, President and Chief Executive Officer of the Boston Bank of Commerce, a Massachusetts trust company, organized under Chapter 172 of the Massachusetts General Laws. Mr. Cohee's business office is at the principal offices of BBOC, 133 Federal Street, Boston, MA 02110. He is also the President of BBC Capital and a director of BBOC. Boston Bank of Commerce is the first black owned interstate bank in the country with branches in Boston, MA, Miami and Lauderdale Lakes, FL. BBOC is a premier Community Development Financial Institution with a mission to help African-American and Caribbean communities overcome the challenges of poverty by spurring economic and social development. BBOC is FDIC insured and qualifies as a Minority Business Enterprise. Mr. Cohee joined BBOC on June 20, 1995, when he and his wife and business partner, Ms. Teri Williams, purchased a controlling interest in the common stock of BBOC. Prior to joining BBOC, from 1988 to 1994, Mr. Cohee was CEO of Military Professional Services, Inc., a 29 year old company that marketed credit cards to military personnel, which Mr. Cohee and Ms. Williams purchased in 1988. Mr. Cohee also worked in the corporate -3- finance department at Salomon Brothers, Inc. during 1985 and 1986, specializing in financial institutions. Prior to attending law school, he founded a consulting firm that specialized in the acquisition of radio and television stations by minorities. Mr. Cohee holds a JD from Harvard Law School (1985), an MBA from the University of Wisconsin (1985) and a BA from the University of Wisconsin (1979), where he was a 4-year letterman in football. He is a member of Alpha Phi Alpha fraternity and has received numerous awards for his business and community achievements. Mr. Cohee is married to Teri Williams. Teri Williams Ms. Williams is Senior Vice President of Marketing and Human Resources of Boston Bank of Commerce, a position she has held since June 30, 1995. She also serves as a director of BBOC and BBC Capital. Ms. Williams' business office is at the principal office of BBOC, 133 Federal Street, Boston, MA 02110. Boston Bank of Commerce is the first black owned interstate bank in the country with branches in Boston, MA, Miami and Lauderdale Lakes, FL. Ms. Williams purchased a controlling interest in Boston Bank of Commerce with her husband and business partner, Kevin Cohee, in June 1995. Ms. Williams has over 20 years experience in the financial services industry. Prior to joining BBOC, Ms. Williams was President of Military Professional Services from 1988 to 1994. Ms. Williams worked at American Express TRS Company from 1983 to 1988, where she became one of the youngest vice presidents in the company's history, managed a $20 million budget and directed marketing campaigns to over 1 million gold cardholders. Ms. Williams' direct experiences include advertising, public relations, promotions, consumer credit, financial operations, contract negotiations and financial analysis. Ms. Williams holds a BA with distinction in economics from Brown University and an MBA with honors from Harvard Graduate School of Business Administration. She currently serves as Vice Chairperson for Dimock Community Health Center in Roxbury, MA and is on the Board of Overseers for WGBH - public television. She has received numerous awards for her business and community achievements. Ms. Williams and Mr. Cohee are married. Mr. Cohee's and Ms. Williams' Successes at BBOC Through the leadership of Mr. Cohee and Ms. Williams, the assets of Boston Bank of Commerce have grown from $59 million in 1996 to $137 million in 1999 - an annual growth rate of 33%. Mr. Cohee and Ms. Williams led a complete turnaround of the Bank from a loss of over $3.6 million in 1996 to a profit of over $1.7 million in 1999 on average assets of $114 million representing a return on assets of 1.5%. BBOC's assets and results for 1999 are derived from its unaudited financial statements for the year ended December 31, 1999. BBOC has also attracted a topnotch management team and launched a series of marketing and public relations campaigns that have increased the Bank's national visibility. When Mr. Cohee and Ms. Williams joined BBOC in 1995, it was under a cease and desist order issued by the FDIC on October 5, 1993 after the FDIC determined that BBOC had engaged in unsafe -4- or unsound banking practices. Under Mr. Cohee's and Ms. Williams' leadership, the cease and desist order was lifted on June 20, 1996 and the Boston Bank of Commerce has received on June 18, 1999 the highest rating for financial strength by Veribanc, Inc., an independent bank-rating agency. On March 1, 1999, BBOC proposed that Carver consider a transaction in which all of BBOC's outstanding capital stock would be converted into shares of Carver common stock, and that senior officers of BBOC would become the principal executive officers of Carver. On March 9, 1999, the Carver board rejected this proposal. On March 31, 1999, BBOC made a revised proposal, which provided for the exchange of BBOC stock for Carver common stock based upon the tangible book values of each. The Carver board rejected the revised proposal. Neither BBOC nor its nominees has any current intentions regarding a combination between Carver and BBOC. APPOINTMENT OF AUDITORS The Company proposes the appointment of KPMG, LLP, as auditors of the Company for the fiscal year ended March 31, 2000. Unless contrary instructions are given, the proxy holder plans to vote for this proposal. SHAREHOLDER PROPOSAL A Shareholder of the Company has proposed that the following resolution be adopted at the Meeting: "RESOLVED, that the shareholders assembled in person and by proxy, recommend that in order to enhance shareholder value, the Board of Directors of Carver Bancorp, Inc. engage the services of a leading investment banking firm specializing in financial institutions, with particular expertise in thrift institutions, to make recommendations to the Board of Directors as to specific actions to be taken to enhance shareholder value. The recommendations could include among others: the action solicitation of merger overtures from other financial institutions." Unless contrary instructions are given, the proxy holder plans to vote "AGAINST" this proposal. -5- BBC CAPITAL'S SOLICITATION EXPENSES The expenses of preparing, printing and distributing this Proxy Statement, the accompanying form of proxy and any other soliciting materials, and the expenses of soliciting proxies for the election of Mr. Cohee and Ms. Williams will be borne by BBOC and BBC Capital. If their nominees are elected, BBOC and BBC Capital intend to ask Carver to reimburse it for its expenses without submitting such request to a shareholder vote. Such expenses, other than legal fees incurred in connection with the Delaware Litigation and any other litigation that may ensue (which are impossible to predict), are estimated to be approximately $150,000. The total expenditures incurred to date have been approximately $50,000. In addition to the use of the mails, solicitation of proxies may be made by means of personal calls upon, or telephonic or telegraphic communications to or with shareholders or their personal representatives by certain executive officers of BBOC who are identified in the Appendix, none of whom will be compensated for such services other than their normal compensation from BBOC. Copies of BBOC's and BBC Capital's solicitation materials will be furnished to banks, brokerage houses, fiduciaries, and other nominees for forwarding to the beneficial owners of shares, and BBOC or BBC Capital will reimburse them for their reasonable out-of-pocket expenses for forwarding such materials. BBOC and BBC Capital have engaged MacKenzie Partners, Inc. to assist in the solicitation of proxies. It will be paid a usual and customary fee for its services, and also will be reimbursed for its expenses. MacKenzie Partners will use approximately 30 persons in its solicitation efforts. It is anticipated that MacKenzie Partners will solicit proxies from individuals, brokers, bank nominees and other institutional holders in the manner described above. VOTING AND REVOCATION OF PROXIES The proxies solicited by BBOC and BBC Capital will be voted at the Meeting as directed by shareholders. If no direction is indicated, the proxy holders named in the accompanying BLUE proxy card intend to vote "FOR" Mr. Cohee and Ms. Williams as directors, "FOR" the appointment of KPMG, LLP as Auditors, and "AGAINST" the Shareholder Proposal. Neither BBOC nor BBC Capital is aware of any matter other than the election of directors, the appointment of auditors or the Shareholder Proposal which is to be presented for action at the Meeting. Should any other business properly come before the Meeting, the BLUE proxy card confers upon the persons entitled to vote the shares represented thereby discretionary authority to vote in respect of any such other business in accordance with their judgment. Execution and delivery of a proxy card will not affect a shareholder's right to attend the Meeting and vote in person. A shareholder in whose name shares are registered as of the Record Date and who has given a proxy may revoke it at any time before it is voted by executing and delivering a written revocation to the Secretary of the Company, by presentation of a later dated proxy or by attending the meeting and voting by ballot (which has the effect of revoking the prior proxy). Attendance at the Meeting, however, will not, in and of itself, revoke a proxy. -6- A shareholder who is a beneficial owner but not a registered owner as of the Record Date, cannot vote his or her shares except by the shareholder's broker, bank or nominee executing a proxy on his or her behalf. Your broker, bank or other nominee cannot vote your stock without your specific instructions. Whether or not you plan to attend the Meeting, please sign, mark and date the enclosed BLUE proxy card and return it in the accompanying envelope as soon as possible. Sign your BLUE proxy card exactly as your name appears on the label. SHAREHOLDER PROPOSALS According to the Company's Proxy Statement, shareholder proposals intended for presentation at the Annual Meeting of Shareholders for the fiscal year ended March 31, 2000 must be received by the Company (i) on or before September 19, 2000, if Carver's next annual meeting of shareholders is within 30 days of the anniversary date of the Annual Meeting; or (ii) within a reasonable time before Carver begins to print and mail its proxy materials for its next annual meeting of shareholders if the date of such meeting is changed by more than 30 days from the anniversary date of the Annual Meeting, if such proposals are to be considered for inclusion in the Proxy Statement and Form of Proxy for such Annual Meeting. VOTE TODAY - ELECT KEVIN COHEE AND TERI WILLIAMS Your vote is extremely important. To support BBC Capital's effort, please sign and date the enclosed BLUE proxy card and mail it in the accompanying envelope, whether or not you plan to attend the Meeting. Even if you have previously signed a management proxy card, you have the right to change your vote by delivering a later dated signed BLUE proxy card to BBC Capital. REMEMBER, ONLY YOUR LATEST DATED SIGNED PROXY CARD COUNTS! Shares in your name. No matter how many shares you own, vote "FOR" Mr. Cohee and Ms. Williams by marking, signing, dating and mailing the enclosed BLUE proxy card promptly. Please sign the BLUE proxy card exactly as your name appears on the label. Shares in Your Broker's Name. If you own shares registered in the name of a brokerage firm, you cannot vote your shares unless your broker receives your instructions. Please sign and date the enclosed BLUE proxy card and mail it as soon as possible in the envelope that has been provided by your broker, to be sure your shares are voted. Revoking Management's Proxy. You have every right to change your vote. If you have already voted on management's WHITE proxy card, you can change your vote by signing, dating and mailing the enclosed BLUE proxy card, which when received, will automatically revoke your earlier proxy. -7- Questions and Assistance. If you have not received a BLUE proxy card, or have any questions or need assistance in voting, please call the Committee through its proxy soliciting agent: MacKenzie Partners, Inc. 156 Fifth Avenue New York, NY 10010 212-929-5500 OR Call Toll-Free 800-322-2885 January 31, 2000 PLEASE MARK, SIGN, DATE AND RETURN THE ENCLOSED BLUE PROXY CARD PROMPTLY. NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED STATES. BY MARKING, SIGNING, DATING AND RETURNING THE ENCLOSED BLUE PROXY CARD, ANY PROXY PREVIOUSLY SIGNED BY YOU WILL BE AUTOMATICALLY REVOKED. REMEMBER, ONLY YOUR LATEST DATED PROXY WILL COUNT AT THE MEETING. -8- - -------------------------------------------------------------------------------- IMPORTANT Please be sure your latest dated proxy is a BLUE proxy voting FOR Mr. Cohee and Ms. Williams. A later dated WHITE proxy, even if marked "withhold authority" to vote for the management nominees, will revoke your vote for Mr. Cohee and Ms. Williams. Your latest dated proxy is the only one that counts. If you have any questions or need assistance in voting your shares, please call MacKenzie Partners, Inc., which is assisting BBOC and BBC Capital, toll-free at: (800) 322-2885 - -------------------------------------------------------------------------------- -9- APPENDIX PARTICIPANT INFORMATION In accordance with Schedule 14A adopted under the Securities Exchange Act of 1934, the following sets forth certain information regarding those executive officers of BBOC in addition to Mr. Cohee and Ms. Williams, who may participate in the solicitation of proxies for the election of Mr. Cohee and Ms. Williams. The Boston Bank of Commerce is a Massachusetts trust company, organized under Chapter 172 of the Massachusetts General Laws. BBC Capital, a Massachusetts corporation, is a wholly owned subsidiary of BBOC. The principal offices of BBOC and BBC Capital are located at 133 Federal Street, Boston, MA 02110. Robert Patrick Cooper Mr. Cooper is an officer and Senior Counsel at The Boston Bank of Commerce, the parent of BBC Capital. There are no special arrangements between Mr. Cooper and BBC Capital respecting the solicitation of proxies. His business address is The Boston Bank of Commerce, 133 Federal Street, Boston, MA 02110. James Mundy Mr. Mundy is an officer and Senior Vice President and Chief Financial Officer of The Boston Bank of Commerce, the parent of BBC Capital. There are no special arrangements between Mr. Mundy and BBC Capital respecting the solicitation of proxies. His business address is The Boston Bank of Commerce, 133 Federal Street, Boston, MA 02110. -10- Other than the purchases made by BBC Capital, as set forth below, neither BBC Capital, nor any of the persons or entities with whom it may be deemed an associate or affiliate, has engaged in any transactions in the Company's securities within the past two years: Date No. of Shares ---- ------------- October 8, 1998 500 October 9, 1998 1,000 October 13, 1998 19,500 March 8, 1999 118,900 March 10, 1999 4,000 March 11, 1999 4,500 March 12, 1999 1,000 March 15, 1999 1,700 March 16, 1999 8,800 March 17, 1999 1,400 March 19, 1999 9,400 BBC Capital is the owner of 170,700 shares of Carver's common stock, representing approximately 7.4% of the outstanding common shares. BBOC, Mr. Cohee and Ms. Williams may be deemed to beneficially own the shares owned by BBC Capital. No other participant beneficially owns (within the definition of Rule 13d-3 of the Securities Exchange Act of 1934) any shares of the Company's common stock. -11- PROXY SOLICITED BY BOSTON BANK OF COMMERCE ("BBOC") AND BBC CAPITAL MARKETS, INC. ("BBC CAPITAL") IN SUPPORT OF ITS NOMINEES TO THE BOARD OF DIRECTORS OF CARVER BANCORP, INC. The undersigned hereby appoints KEVIN COHEE and TERI WILLIAMS, and each of them, the proxy or proxies of the undersigned, with full power of substitution to vote all shares of Common Stock, par value $0.01 per share, of CARVER BANCORP, INC. (the "Company") which the undersigned would be entitled to vote if personally present at the Annual Meeting of Shareholders of the Company scheduled for February 24, 2000 at 10:00 a.m., and at any adjournments, postponements, reschedulings or continuations thereof (the "Meeting"). BBOC AND BBC CAPITAL RECOMMEND A VOTE FOR THE ELECTION OF DIRECTORS BELOW, FOR THE APPOINTMENT OF KPMG AND AGAINST THE SHAREHOLDER PROPOSAL. [X] Please mark votes as in this example. 1. ELECTION OF DIRECTORS (check one box only) [ ] FOR ALL NOMINEES listed below: [ ] WITHHOLD AUTHORITY to vote for all nominees listed below: KEVIN COHEE TERI WILLIAMS (TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, CHECK THE "FOR" BOX ABOVE AND WRITE THAT NOMINEE'S NAME ON THE LINE PROVIDED BELOW). - -------------------------------------------------------------------------------- 2. APPROVE APPOINTMENT OF KPMG, LLP AS AUDITORS [ ] FOR [ ] AGAINST [ ] ABSTAIN 3. APPROVE SHAREHOLDER PROPOSAL [ ] FOR [ ] AGAINST [ ] ABSTAIN ------------- | SEE REVERSE | CONTINUED AND TO BE SIGNED ON REVERSE SIDE | SIDE | ------------- THE PROXIES ARE HEREBY AUTHORIZED TO VOTE IN THEIR DISCRETION UPON ALL OTHER MATTERS WHICH MAY PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENTS, POSTPONEMENTS, RESCHEDULINGS OR CONTINUATIONS THEREOF. THIS PROXY WILL BE VOTED AS DIRECTED, BUT IF NO DIRECTION IS INDICATED, IT WILL BE VOTED FOR THE ELECTION OF THE NOMINEES LISTED IN PROPOSAL 1, FOR THE APPOINTMENT OF KPMG, LLP, AS AUDITORS AND AGAINST THE SHAREHOLDER PROPOSAL AND, IN THE DISCRETION OF THE PROXIES, ON SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENTS THEREOF. Signature: Date: ------------------------------------ -------------- Signature: Date: ------------------------------------ -------------- - -------------------------------------------------------------------------------- Title or Authority PLEASE SIGN EXACTLY AS YOUR NAME APPEARS ON THIS PROXY. JOINT OWNERS SHOULD EACH SIGN PERSONALLY. IF SIGNING AS AN ATTORNEY, EXECUTOR, ADMINISTRATOR, TRUSTEE OR GUARDIAN, PLEASE INCLUDE YOUR FULL TITLE. CORPORATE PROXIES SHOULD BE SIGNED BY AN AUTHORIZED OFFICER. PLEASE SIGN, DATE AND RETURN THIS CARD PROMPTLY USING THE ENCLOSED ENVELOPE. -----END PRIVACY-ENHANCED MESSAGE-----