FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
For the month of November 2002
TOWER SEMICONDUCTOR LTD.
(Translation of registrant's name into English)
P.O. BOX 619, MIGDAL HAEMEK, ISRAEL 10556
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual
reports under cover Form 20-F or Form 40-F.
Form 20-F X Form 40-F
---- ----
Indicate by check mark whether the registrant by furnishing the information
contained in this Form is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes No x
---- ----
The Registrant will hold its Annual General Meeting of Shareholders on
November 24, 2002 at 11:00 a.m. (Israel time) at the Registrant's offices in
Migdal Haemek, Israel. In connection with the meeting, on or about November 5,
2002 the Registrant mailed to shareholders a Notice of Annual General Meeting
and Proxy Statement, a Proxy Card and a copy of the Registrant's 2001 Annual
Report. Attached hereto as Exhibits 1 and 2 are, respectively, the Notice of
Annual General Meeting and Proxy Statement and Proxy Card. The 2001 Annual
Report is being filed separately with the Commission by paper filing.
This Form 6-K is being incorporated by reference in all effective
registration statements filed by us under the Securities Act of 1933.
Page 2 of 3
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
TOWER SEMICONDUCTOR LTD.
Date: November 15, 2002 By: /s/ Sheldon Krause
--------------------
Sheldon Krause
Assistant Secretary
3 of 3
TOWER SEMICONDUCTOR LTD.
NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS
TO BE HELD ON NOVEMBER 24, 2002
Notice is hereby given that the Annual General Meeting of the Shareholders
of Tower Semiconductor Ltd. ("Tower" or the "Company"), an Israeli company, will
be held at the office of the Company, Hamada Avenue, Ramat Gavriel Industrial
Park, Migdal Haemek, Israel, on, Sunday, November 24, 2002, at 11:00 a.m.
(Israel time) for the following purposes:
1. To elect six members to the Board of Directors of the Company for the
coming year.
2. To approve the appointment of Brightman Almagor & Co. (a member of Deloitte
Touche Tohmatsu International) as the independent public accountant of the
Company for the year ending December 31, 2002.
3. To appoint a Chairman of the Board of Directors.
4. To receive management's report on the business of the Company for the year
ended December 31, 2001, and to transact such other business as may
properly come before the meeting.
Shareholders of record at the close of business on, Monday, October 28,
2002, are entitled to notice of, and to vote at, the Meeting. All shareholders
are cordially invited to attend the Meeting in person.
Shareholders who do not expect to attend the Meeting in person are requested to
mark, date, sign and mail the enclosed proxy as promptly as possible in the
enclosed stamped envelope. Beneficial owners who hold their shares through
members of the Tel Aviv Stock Exchange ("TASE") may either vote their shares in
person at the Meeting by presenting a certificate signed by a member of the TASE
which complies with the Israel Companies Regulations (Proof of Ownership for
Voting in General Meetings)-2000 as proof of ownership of the shares, or send
such certificate along with a duly executed proxy to the Company at Hamada
Avenue, Ramat Gavriel Industrial Park, Post Office Box 619, Migdal Haemek 23105,
Israel, Attention: Corporate Secretary.
By Order of the Board of Directors,
Idan Ofer
Chairman of the Board
October 29, 2002
PROXY STATEMENT
TOWER SEMICONDUCTOR LTD.
HAMADA AVENUE, RAMAT GAVRIEL INDUSTRIAL PARK
P.O. BOX 619
MIGDAL HAEMEK 23105, ISRAEL
ANNUAL GENERAL MEETING OF SHAREHOLDERS
TO BE HELD ON NOVEMBER 24, 2002
The enclosed proxy is being solicited by the board of directors (the "Board
of Directors") of Tower Semiconductor Ltd. (the "Company" or "Tower") for use at
our Annual General Meeting of Shareholders (the "Meeting") to be held on
November 24, 2002, or at any adjournment thereof. The record date for
determining shareholders entitled to notice of, and to vote at, the Meeting is
established as the close of business in New York on October 28, 2002. On that
date, we had outstanding and entitled to vote 43,435,933 of our ordinary shares,
par value New Israeli Shekels ("NIS") 1.00 (the "Ordinary Shares").
The Proxy solicited hereby may be revoked at any time prior to its
exercise, by means of a written notice delivered to us, by substitution of a new
proxy bearing a later date or by a request for the return of the proxy at the
Meeting. We expect to solicit proxies by mail and to mail this proxy statement
and the accompanying proxy card to shareholders on or about October 29, 2002. We
will bear the cost of the preparation and mailing of these proxy materials and
the solicitation of proxies. We will, upon request, reimburse banks, brokerage
houses, other institutions, nominees, and fiduciaries for their reasonable
expenses in forwarding solicitation materials to beneficial owners.
Upon the receipt of a properly executed proxy in the form enclosed, the
persons named as proxies therein will vote the Ordinary Shares covered thereby
in accordance with the instructions of the shareholder executing the Proxy. With
respect to the proposal set forth in the accompanying Notice of Meeting, a
shareholder may vote in favor of the proposal or against the proposal or may
abstain from voting. Shareholders should specify their choices on the
accompanying proxy card. If no specific instructions are given with respect to
the matters to be acted upon, the shares represented by a signed proxy will be
voted FOR the election of all nominees for election as directors and FOR each of
the other proposals set forth in the accompanying Notice of Meeting. Management
is not aware of any other matters to be presented at the Meeting.
Any shareholder returning the accompanying proxy may revoke such proxy at
any time prior to its exercise by (i) giving written notice to us of such
revocation, (ii) voting in person at the Meeting or requesting the return of the
proxy at the Meeting or (iii) executing and delivering to us a later-dated
proxy. Written revocations and later-dated proxies should be sent to: Corporate
Secretary, Tower Semiconductor Ltd., Hamada Avenue, Ramat Gavriel Industrial
Park, Post Office Box 619, Migdal Haemek 23105, Israel.
Each Ordinary Share is entitled to one vote on each matter to be voted on
at the Meeting. Two or more shareholders present, personally or by proxy, who
hold or represent together at least 33% of the voting rights of our issued share
capital will constitute a quorum for the Meeting. Each of the proposals to be
presented at the Meeting requires the affirmative vote of shareholders present
in person or by proxy and holding Ordinary Shares amounting in the aggregate to
at least a majority of the votes actually cast with respect to such proposal. If
within half an hour from the time appointed for the Meeting a quorum is not
present, the Meeting shall stand adjourned for one week, to November 31, 2002 at
the same
hour and place, without it being necessary to notify the shareholders. If a
quorum is not present at the adjourned date of the meeting within half an hour
of the time fixed for the commencement thereof, the persons present shall
constitute a quorum.
PRINCIPAL SHAREHOLDERS
The following table and notes thereto set forth information, as of October
28, 2002, concerning the beneficial ownership (as defined in Rule 13d-3 under
the Securities Exchange Act of 1934, as amended), and on a diluted basis, of
Ordinary Shares by any person who is known to own at least 5% of the our
Ordinary Shares. On such date, 43,435,933 Ordinary Shares were issued and
outstanding. The voting rights of our major shareholders do not differ from the
voting rights of other holders of our Ordinary Shares. However, certain of our
shareholders have entered into a shareholders agreement pursuant to which they
may be able to exercise control over matters requiring shareholder approval,
including the election of directors and approval of significant corporate
transactions.
AMOUNT PERCENT OF CLASS
IDENTITY OF PERSON OR GROUP OWNED PERCENT OF CLASS(1) (DILUTED)(2)
- --------------------------- ------------ ------------------- ----------------------------
Israel Corporation Technologies
(ICTech) Ltd. ("ICTech") (3) 13,776,754(4) 30.72 23.71
Alliance Semiconductor
Corporation 6,791,537(5) 15.38 11.69
SanDisk Corporation 6,827,961(6) 15.46 11.75
Macronix Co. Ltd. 6,595,795(7) 14.96 11.35
Ontario Teachers' Pension Plan
Board ("OTPP") 4,350,000(8) 9.72 7.49
(1) Assumes the holder's beneficial ownership of all Ordinary Shares that the
holder has a right to purchase within 60 days.
(2) Assumes that all currently outstanding rights to purchase Ordinary Shares
have been exercised by all holders.
(3) Pursuant to a shareholders agreement among Israel Corp., Alliance
Semiconductor Corporation, SanDisk Corporation and Macronix Co. Ltd.,
ICTech may be said to have shared voting and dispositive control over
72.38% of the outstanding shares of Tower. On January 31, 2001, Israel
Corp. transferred all its beneficial ownership of shares of Tower to
ICTech.
(4) Based on information provided by ICTech, represents 12,366,431 shares
currently owned by ICTech, a minimum of 244,445 shares and a maximum of
586,667 shares issuable pursuant to a Share Purchase Agreement, dated as of
December 12, 2000, and 823,656 shares issuable upon the exercise of
currently exercisable warrants.
(5) Based upon information provided by Alliance, represents 6,067,100 shares
currently owned by Alliance, 366,690 shares issuable pursuant to a Share
Purchase Agreement dated as of August 30, 2000, and 357,747 shares issuable
upon the exercise of currently exercisable warrants.
(6) Based on information provided by SanDisk, represents 6,100,959 shares
currently owned by SanDisk, 366,690 shares issuable pursuant to a Share
Purchase Agreement dated as of July 4, 2000, and 360,312 shares issuable
upon the exercise of currently exercisable warrants.
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(7) Based on information provided by Macronix, represents 5,932,105 shares
currently owned by Macronix, 366,690 shares issuable pursuant to a Share
Purchase Agreement dated as of December 12, 2000, and 297,000 shares
issuable upon the exercise of currently exercisable warrants.
(8) Based on information provided by OTPP, represents 3,000,000 shares
currently owned by OTPP and 1,350,000 shares issuable upon the exercise of
currently exercisable warrants issued pursuant to a Share Purchase
Agreement dated July 23, 2002.
MATTERS RELATING TO THE ANNUAL GENERAL MEETING
At the Meeting, the shareholders will be asked to vote on the following:
PROPOSAL NO. 1
ELECTION OF DIRECTORS
Our Board of Directors is comprised of eight members, six of whom are
elected to the Board of Directors until the next Meeting, and two of whom are
independent directors who are appointed by the Meeting for fixed terms. The
Board of Directors has nominated the six current directors named below for
election at the Meeting to serve as directors until the next annual meeting or
until their respective successors are duly elected and have qualified.
If a properly executed proxy does not give specific instructions with
respect to the election of directors, the persons named as proxies therein will
vote the Ordinary Shares covered thereby FOR the election of all nominees. If
any of such nominees is unable to serve (which event is not anticipated), the
persons named in the proxy will vote the Ordinary Shares for the election of
such other nominees as the Board of Directors may propose.
Set forth below are the names of, and certain other information concerning,
the nominees for election as directors at the Meeting.
IDAN OFER, age 47, has served as a director since June 1999, was appointed
Chairman of the Board in January 2000 and was elected as Chairman of the Board
at the Annual Meeting of Shareholders in November 2000. Mr. Ofer serves on the
Stock Option and Compensation Committee. Mr. Ofer has served as Chairman of the
Board of Directors of Israel Corp., our current principal shareholder, since
April 1999. Mr. Ofer also serves as a director of several subsidiaries of Israel
Corp. In addition to his positions within Israel Corp., Mr. Ofer currently
serves as Chairman of the Board of United Mizrachi Bank, has held managerial
positions within various shipping companies and has served as a director of
several companies engaged in venture capital and energy projects.
EHUD HILLMAN, age 49, served as a director from October 1996 through August
1999 and was reappointed to the Board in January 2000. In January 2001, Mr.
Hillman was appointed as the Vice Chairman of the Board. Mr. Hillman serves on
the Finance Committee. Since March 2001, Mr. Hillman has served as President and
Chief Executive Officer of ICTech, the technology holding company of Israel
Corp. Mr. Hillman served as Chief Financial Officer of Israel Corp. from
September 1996 to 1997 and as Executive Vice President and Chief Financial
Officer of Israel Corp. from May 1997 to 2001. Mr. Hillman served as a director
of several subsidiaries of Israel Corp., including Israel Chemicals Ltd., ZIM
Israel Navigation Company and others. Prior thereto, Mr. Hillman was Vice
President and Controller of Clal Industries Ltd. and a director of several
companies in the Clal Group.
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DR. ELI HARARI, age 57, has served as a director since January 2001. Dr.
Harari serves on the Finance Committee and the Stock Option and Compensation
Committee. Dr. Harari, the founder of SanDisk Corporation, has served as
President and Chief Executive Officer and as a director of SanDisk since 1988.
In 1983, Dr. Harari founded Wafer Scale Integration (WSI), a semiconductor
company recently acquired by ST Microlectronics in 2000, serving as WSI's
President and Chief Executive Officer from 1983 to 1986 and as Chairman and
Chief Technical Officer from 1986 to 1988.
MIIN WU, age 54, has served as a director since January 2001. Mr. Wu serves
on the Finance Committee. Mr. Wu currently serves as President, Chief Executive
Officer and an Executive Director of Macronix International and has been an
executive officer of Macronix since its formation in 1989. Mr. Wu received both
a B.S. and an M.S. in Electrical Engineering from National Cheng-Kung University
in Taiwan as well as an M.S. in Material Science & Engineering from Stanford
University.
N. DAMODARY REDDY, age 63, has served as a director since January 2001.
Mr. Reddy serves on the Finance Committee and the Audit Committee. Mr. Reddy is
the co-founder of Alliance Semiconductor Corporation and has served as its
Chairman of the Board, Chief Executive Officer and President from its inception
in February 1985. Mr. Reddy also served as the Chief Financial Officer of
Alliance Semiconductor from June 1998 until January 1999 and from May 2001 until
April 2002. From September 1983 to February 1985, Mr. Reddy served as President
and Chief Executive Officer of Modular Semiconductor, Inc., and from 1980 to
1983, he served as manager of Advanced CMOS Technology Development at Synertek,
Inc., a subsidiary of Honeywell, Inc. Prior to that time, Mr. Reddy held various
research and development and management positions at Four Phase Systems, a
subsidiary of Motorola, Inc., Fairchild Semiconductor and RCA Technology Center.
He holds an MS degree in Electrical Engineering from North Dakota State
University and an MBA from Santa Clara University.
DR. YOAV NISSAN-COHEN, age 51, has been our Co-Chief Executive Officer
since June 1995 and has served as a director since January 2001. From June 1993
to June 1995, Dr. Nissan-Cohen was Vice President, Technology and Business
Development. From March 1993 to June 1993, Dr. Nissan-Cohen was Director,
Technology and Business Development. From 1988 until March 1993, Dr.
Nissan-Cohen was employed by National Semiconductor at the Migdal Haemek
facility in various capacities, including Product Engineering Manager and
Quality Assurance Manager.
The Israel Companies Law, 1999, as amended (the "Israel Companies Law"),
requires publicly held Israeli companies to appoint at least two independent
directors. Mr. Hans Rohrer was appointed as an independent director in April
2002 under the Israel Companies Law for a three-year term that expires in 2005;
Ms. Zehava Simon was appointed as an independent director under a predecessor
law for a fixed five-year term that expires in 2004. Certain information
concerning Ms. Simon and Mr. Rohrer is set forth below:
ZEHAVA SIMON, age 43, has been a director and a member of the Audit
Committee and the Stock Option and Compensation Committee since September 1999.
Ms. Simon also serves as a member of the Finance Committee. Since 2000, Ms.
Simon has served as Vice President of Operations and Israel site manager for BMC
Software Israel. From 1998 to 2000, Ms. Simon was the Israel Business
Development Manager for Intel. From 1993 to 1998, Ms. Simon served as Intel's
Finance and Administration Manager for Israel.
HANS ROHRER, age 52, has been a director and member of the Audit Committee
since April 2002. Mr. Rohrer has over 25 years of experience in the
semiconductor industry. Mr. Rohrer started his career in the semiconductor
4
industry with Texas Instruments and has held various engineering, marketing,
sales and general management positions, including Vice President and General
Manager, Europe, with National Semiconductor between 1980 and 1998. From 1999 to
2002, Mr. Rohrer served as President of Taiwan Semiconductor Manufacturing
Company-Europe (TSMC-Europe).
The Board of Directors will present the following resolution at the
Meeting:
"RESOLVED THAT MR. IDAN OFER, MR. EHUD HILLMAN, DR. ELI HARARI, MR.
MIIN WU, MR. N.D. REDDY AND DR. YOAV NISSAN-COHEN ARE HEREBY ELECTED
TO SERVE AS MEMBERS OF THE BOARD OF DIRECTORS OF THE COMPANY UNTIL THE
NEXT ANNUAL MEETING OF SHAREHOLDERS OR UNTIL THEIR RESPECTIVE
SUCCESSORS ARE DULY ELECTED AND QUALIFIED."
PROPOSAL NO. 2
PROPOSAL TO APPROVE THE APPOINTMENT OF
INDEPENDENT PUBLIC ACCOUNTANT
The Board of Directors has authorized the appointment of the accounting
firm of Brightman Almagor & Co. (a member of Deloitte Touche Tohmatsu
International) to serve as our independent certified public accountant for the
year ending December 31, 2002. Our Board of Directors believes that such
appointment is appropriate and in the best interests of the Company and its
shareholders.
The Board of Directors will present the following resolution at the
Meeting:
"RESOLVED THAT THE APPOINTMENT OF BRIGHTMAN ALMAGOR & CO. (A MEMBER OF
DELOITTE TOUCHE TOHMATSU INTERNATIONAL) AS THE INDEPENDENT PUBLIC
ACCOUNTANT OF THE COMPANY FOR THE YEAR ENDING DECEMBER 31, 2002 IS
HEREBY APPROVED."
THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS VOTE "FOR" THE
APPOINTMENT OF BRIGHTMAN ALMAGOR & CO. AS THE INDEPENDENT PUBLIC ACCOUNTANT OF
THE COMPANY FOR THE YEAR ENDING DECEMBER 31, 2002.
PROPOSAL NO. 3
PROPOSAL TO APPOINT A CHAIRMAN OF THE BOARD OF DIRECTORS
Pursuant to a provision of the Company's Articles of Association, the
shareholders of the Company are to appoint a member of the Board of Directors to
serve as its Chairman. The Board of Directors has nominated Mr. Idan Ofer, who
has served as the Chairman of the Board of Directors since January 2000, to
continue to serve as the Chairman of the Board of Directors until the next
annual meeting of the shareholders, and believes that such appointment is
appropriate and in the best interests of the Company and its shareholders.
The Board of Directors will present the following resolution at the
Meeting:
"RESOLVED THAT THE REAPPOINTMENT OF MR. IDAN OFER AS THE CHAIRMAN OF
THE BOARD OF DIRECTORS TO SERVE UNTIL THE NEXT ANNUAL MEETING OF THE
SHAREHOLDERS OR UNTIL HIS SUCCESSOR SHALL BE DULY APPOINTED AND
QUALIFIED IS HEREBY APPROVED."
THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS VOTE "FOR" THE
REAPPOINTMENT OF MR. IDAN OFER AS THE CHAIRMAN OF THE BOARD OF DIRECTORS TO
SERVE UNTIL THE NEXT ANNUAL MEETING.
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ADDITIONAL INFORMATION
Foreign Private Issuer. We are subject to the informational requirements of
the United States Securities Exchange Act of 1934 (the "Exchange Act"), as
amended, as applicable to foreign private issuers. Accordingly, we file reports
and other information with the SEC. Shareholders may read and copy any document
that we file at the SEC's public reference room at 450 Fifth Street, N.W.,
Washington, D.C. 20549 USA. Shareholders can call the SEC at 1-800-SEC-0330 for
further information on using the public reference room. In addition, similar
information concerning us can be inspected and copied at the offices of the
National Association of Securities Dealers, Inc., 9513 Key West Avenue,
Rockville, Maryland 20850 USA, the offices of the Israel Securities Authority at
22 Kanfei Nesharim Street, Jerusalem, Israel, the offices of the Tel Aviv Stock
Exchange at 54 Ahad Ha'am Street, Tel Aviv, Israel and the offices of the
Israeli Registrar of Companies at 97 Jaffa Street, Jerusalem, Israel. All
documents which we will file after November 4, 2002 on the SEC's EDGAR system
will be available for retrieval on the SEC's website at www.sec.gov.
As a "foreign private issuer", we are exempt from the rules under the
Exchange Act prescribing certain disclosure and procedural requirements for
proxy solicitations. Also, our officers, directors and principal shareholders
are exempt from the reporting and "short-swing" profit recovery provisions
contained in Section 16 of the Exchange Act and the rules thereunder, with
respect to their purchases and sales of securities. In addition, we are not
required under the Exchange Act to file periodic reports and financial
statements with the SEC as frequently or as promptly as United States companies
whose securities are registered under the Exchange Act.
ISA Exemption. With the exception of the reporting obligations applicable
to a company organized under the laws of the State of Israel whose shares are
traded on approved securities exchanges outside of Israel and in Israel as
specified in Chapter Five (iii) of the Israeli Securities Law, 1968 (the
"Israeli Securities Law"), we have received from the Securities Authority of the
State of Israel an exemption from the reporting obligations as specified in
Chapter Six of the Israeli Securities Law. We must, however, make available for
public review at our offices in Israel a copy of each report that is filed in
accordance with applicable U.S. law. These documents are available for
inspection at our offices at Hamada Avenue, Ramat Gavriel Industrial Park,
Migdal Haemek, Israel.
By Order of the Board of Directors,
Idan Ofer
Chairman of the Board of Directors
Migdal Haemek, Israel
October 29, 2002
6
TOWER SEMICONDUCTOR LTD.
FOR THE ANNUAL GENERAL MEETING OF SHAREHOLDERS
TO BE HELD ON SUNDAY, NOVEMBER 24, 2002
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned shareholder of Tower Semiconductor Ltd. (the "Company") hereby
appoints each of Rafi Levin, Amir Harel and Tamar Cohen, with full power of
substitution, the true and lawful attorney, agent and proxy of the undersigned,
to vote, as designated on the reverse side, all of the Ordinary Shares of the
Company which the undersigned is entitled in any capacity to vote at the Annual
General Meeting of Shareholders of the Company to be held at the offices of the
Company located at Hamada Avenue, Ramat Gavriel Industrial Park, Migdal Haemek,
Israel, on Sunday, November 24, 2002 at 11:00 a.m. (local time) and all
adjournments and postponements thereof.
The undersigned hereby acknowledges receipt of the Notice of Annual General
Meeting and the Proxy Statement accompanying such Notice, revokes any proxy or
proxies heretofore given to vote upon or act with respect to the undersigned's
shares and hereby ratifies and confirm all that the proxies, their substitutes,
or any of them, may lawfully do by virtue hereof.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN ACCORDANCE WITH THE MANNER
DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE,
THIS PROXY WILL BE VOTED FOR PROPOSALS 1,2, AND 3.
(CONTINUED AND TO BE SIGNED ON REVERSE SIDE) SEE
REVERSE SIDE
Please date, sign and mail your proxy card back as soon as possible!
FOR THE ANNUAL GENERAL MEETING OF STOCKHOLDERS
TOWER SEMICONDUCTOR LTD.
NOVEMBER 24, 2002
/ Please Detach and Mail in the Envelope Provided /
/X/ Please mark your
votes as in this
example.
WITHHOLD FOR AGAINST ABSTAIN
1. TO ELECT the FOR AUTHORITY 2. TO APPROVE the appointment of Brightman [ ] [ ] [ ]
nominees / / / / Nominees: Mr. Idan Ofer Almagor & Co. as the independent public
listed Mr. Ehud Hillman accountants of the Company for the year
at right to serve Dr. Eli Harari ending December 31, 2002.
as members of Mr. Miin Wu
the Board of Directors until the next annual Mr. N.D. Reddy 3. TO APPROVE the reappointment of Mr. Idan [ ] [ ] [ ]
meeting of shareholders or until their Dr. Yoav Nissan-Cohen Ofer to serve as the Chairman of the
respective successors are duly elected Board of Directors until the next
and qualified. annual meeting of shareholders or until
his respective successor is
duly elected and qualified.
To receive management's report on the business of the Company
For the year ended December, 31 2001, and to transact such
Other business as may properly come before the meeting or any
adjournment thereof.
Signature:______________________________________ Date:_______________ Signature:_____________________________ Date:_______________
NOTE: Please mark date and sign exactly as the name(s) appear on this proxy. If the signer is a corporation, please
sign the full corporate name by a duly authorized officer.
Executors, administrators, trustees, etc. should state their full title or capacity. Joint owners should each sign.
