SCHEDULE 14A
INFORMATION REQUIRED IN PROXY STATEMENT
PROXY STATEMENT PURSUANT TO SECTION 14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934
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 under Rule 14a-12
MEGATECH CORPORATION
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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:
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(2) Aggregate number of securities to which transaction applies:
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(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):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] 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:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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MEGATECH CORPORATION
555 WOBURN STREET
TEWKSBURY, MA 01876
(978) 937-9600
April 4, 2003
Dear Stockholder:
On behalf of the Board of Directors (the "Board of Directors") of
Megatech Corporation (the "Company"), it is my pleasure to invite you to
the 2003 annual meeting of stockholders (the "Annual Meeting"). The Annual
Meeting will be held on May 12, 2003 at 10:00 a.m., local time, at Snap On
Tools, 91 Cedar Street, Milford, Massachusetts.
The Annual Meeting has been called for the following purposes: (1) to
elect five (5) directors to serve on the Board of Directors, each for a
one-year term; (2) to ratify the Board of Directors' appointment of
Sullivan Bille P.C. as the Company's independent public accountants for the
2003 fiscal year and (3) to transact such other business as may properly
come before the Annual Meeting or any adjournment thereof, all as more
fully described in the accompanying proxy statement.
The Board of Directors has approved the matters being submitted by
the Company for stockholder approval at the Annual Meeting and recommends
that stockholders vote "FOR" such proposals. It is important that your
votes be represented at the Annual Meeting. Whether or not you plan to
attend the Annual Meeting, please complete, sign and date the enclosed
proxy card and promptly return it in the prepaid envelope.
Sincerely,
Vahan V. Basmajian
President & Chief Executive Officer
OTHER MATTERS THAT MAY COME BEFORE THE ANNUAL MEETING
The Board of Directors of the Company does not know of any other
matters to be presented for a vote at the Annual Meeting. If, however, any
other matter should properly come before the Annual Meeting or any
adjournment thereof, the persons named in the accompanying proxy will vote
such proxy in accordance with their best judgment.
By Order of the Board of Directors Date: April 4, 2003
Tewksbury, Massachusetts
Vahan V. Basmajian
President & Chief Executive Officer
A COPY OF THE ANNUAL REPORT TO STOCKHOLDERS FOR THE FISCAL YEAR ENDED
DECEMBER 31, 2002 ACCOMPANIES THIS PROXY STATEMENT. THIS REPORT IS A
COMBINED REPORT WITH THE COMPANY'S ANNUAL REPORT ON FORM 10-K FOR THE YEAR
ENDED DECEMBER 31, 2002 FILED WITH THE SECURITIES AND EXCHANGE COMMISSION.
THE COMPANY WILL PROVIDE COPIES OF THE EXHIBITS TO THE FORM 10-K UPON
PAYMENT OF A REASONABLE FEE, UPON RECEIPT OF A REQUEST ADDRESSED TO THE
CORPORATE CLERK, MEGATECH CORPORATION, 555 WOBURN STREET, TEWKSBURY, MA
01876.
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MEGATECH CORPORATION
555 WOBURN STREET
TEWKSBURY, MA 01876
(978) 937-9600
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON May 12, 2003
NOTICE IS HEREBY GIVEN that the 2003 annual meeting of stockholders
(the "Annual Meeting") of Megatech Corporation, a Massachusetts corporation
(the "Company"), will be held on May 12, 2003 at 10:00 a.m., local time, at
Snap On Tools, 91 Cedar Street, Milford, Massachusetts, for the purpose of
considering and voting upon the following matters:
1. to elect five(5) directors to serve on the Board of Directors,
each for a one-year term and until their respective successors are
elected;
2. to ratify the Board of Directors' appointment of Sullivan Bille
P.C. as the Company's independent public accountants for the 2003
fiscal year; and
3. to transact such other business as may properly come before the
Annual Meeting or any adjournment thereof.
The foregoing items of business are more fully described in the Proxy
Statement accompanying this notice. Pursuant to the Company's bylaws, the
Board of Directors has fixed April 4, 2003 as the record date for the
determination of stockholders entitled to notice of and to vote at the
Annual Meeting and at all adjournments thereof. Only stockholders of record
at the close of business on that date will be entitled to notice of and to
vote at the Annual Meeting and any adjournment thereof. A list of all
stockholders entitled to vote at the Annual Meeting will be open for
examination by any stockholder for any purpose germane to the Annual
Meeting during ordinary business hours for a period of ten days before the
Annual Meeting at the offices of the Company located at 555 Woburn Street,
Tewksbury, MA 01876.
By Order of the Board of Directors
Dennis A. Humphrey
Clerk, Megatech Corporation
Tewksbury, Massachusetts
April 4, 2003
WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING, PLEASE
COMPLETE, DATE AND SIGN THE ENCLOSED PROXY CARD AND RETURN IT PROMPTLY IN
THE ENCLOSED POSTAGE PREPAID ENVELOPE. IF YOU SIGN AND RETURN YOUR PROXY
CARD WITHOUT SPECIFYING A CHOICE, YOUR SHARES WILL BE VOTED IN ACCORDANCE
WITH THE RECOMMENDATIONS OF THE BOARD OF DIRECTORS. YOU MAY, IF YOU WISH,
REVOKE YOUR PROXY AT ANY TIME PRIOR TO THE TIME IT IS VOTED BY FILING WITH
THE SECRETARY OF THE COMPANY A WRITTEN REVOCATION OR A DULY EXECUTED PROXY
BEARING A LATER DATE OR BY ATTENDING THE ANNUAL MEETING AND VOTING IN
PERSON.
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MEGATECH CORPORATION
555 WOBURN STREET
TEWKSBURY, MA 01876
(978) 937-9600
PROXY STATEMENT
2003 ANNUAL MEETING OF STOCKHOLDERS
April 4, 2003
SOLICITATION, VOTING AND REVOCABILITY OF PROXIES
This Proxy Statement and the accompanying proxy card are furnished to
stockholders of Megatech Corporation, a Massachusetts corporation (the
"Company"), in connection with the solicitation by the Company's Board of
Directors (the "Board of Directors" or the "Board") of proxies to be used
at the 2003 annual meeting of stockholders (the "Annual Meeting"), to be
held on May 12, 2003, at 10:00 a. m., local time, at Snap On Tools, 91
Cedar Street, Milford, Massachusetts, and at any adjournments thereof.
ABOUT THE MEETING
What is the purpose of the Annual Meeting?
At the Annual Meeting, stockholders will act upon the matters
outlined in the accompanying notice of meeting, including the election of
directors and the ratification of the appointment of the Company's
independent accountants. In addition, management will report on the
performance of the Company during 2002 and respond to appropriate questions
from stockholders.
Who is entitled to vote?
Only stockholders of record at the close of business on the record
date, April 4, 2003 (the "Record Date"), are entitled to receive notice of
the Annual Meeting and to vote the common stock that they held on that date
at the Annual Meeting or any postponement or adjournment of that meeting.
Each outstanding share entitles its holder to cast one vote on each matter
to be voted upon. Stockholders' votes will be tabulated by persons
appointed by the Board to act as inspectors of election for the Annual
Meeting.
Please note that if you hold your shares in "street name" (that is,
through a broker or other nominee), you will need to obtain a proxy from
your broker or nominee to personally vote at the Annual Meeting.
What constitutes a quorum?
The presence at the Annual Meeting, in person or by proxy, of the
holders of a majority of the shares of common stock outstanding on the
Record Date will constitute a quorum, permitting the meeting to conduct its
business. As of the Record Date, 3,886,958 shares of common stock were
outstanding. Proxies received but marked as abstentions and broker non-
votes will be included in the calculation of the number of shares
considered to be present at the Annual Meeting for purposes of determining
the presence of a quorum. A "broker non-vote" occurs when a broker or other
nominee indicates on the proxy card that it does not have discretionary
authority to vote on a particular matter.
How do I vote?
If you complete and properly sign the accompanying proxy card and
return it to the Company, it will be voted as you direct. If your shares
are held in "street name," you may vote by telephone or electronically
through the Internet by following the voting instructions on the form you
receive. The deadline for voting by telephone or electronically is 11:59
p.m. eastern standard time on May 9, 2003. If you are a registered
stockholder and attend the Annual Meeting, you may deliver your completed
proxy card in person. "Street name" stockholders who wish to vote at the
Annual Meeting will need to obtain a proxy from the institution that holds
their shares.
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Can I change my vote after I return my proxy card?
Yes. Even after you have submitted your proxy, you may change your
vote at any time before the proxy is exercised by filing with the secretary
of the Company either a notice of revocation or a duly executed proxy
bearing a later date. The powers of the proxy holders will be suspended if
you attend the Annual Meeting in person and so request, although attendance
at the Annual Meeting will not by itself revoke a previously granted proxy.
What are the board's recommendations?
Unless you give other instructions on your proxy card, the persons
named as proxy holders on the proxy card will vote in accordance with the
recommendations of the Board of Directors. The Board's recommendation is
set forth below, together with the description of each item in this Proxy
Statement. The Board recommends a vote:
- for election of the nominated slate of five(5) directors; and
- for ratification of the appointment of Sullivan Bille P.C. as the
Company's independent accountants for the 2003 fiscal year.
With respect to any other matter that properly comes before the
Annual Meeting, the proxy holders will vote as recommended by the Board of
Directors or, if no recommendation is given, in their own discretion.
What vote is required to approve each item?
The affirmative vote of a plurality of the votes cast at the Annual
Meeting is required for the election of directors. A properly executed
proxy marked "WITHHOLD AUTHORITY" with respect to the election of one or
more directors will not be voted with respect to the director or directors
indicated, although it will be counted for purposes of determining whether
there is a quorum. Abstentions and broker non-votes will have no legal
effect on the election of directors but will be counted for purposes of
determining whether there is a quorum. The Company's Certificate of
Incorporation does not provide for cumulative voting in the election of
directors.
For the ratification of the Company's independent accountants and any
other item voted upon at the Annual Meeting, the affirmative vote of the
holders of a majority of the outstanding shares of Common Stock represented
in person or by proxy at the Annual Meeting and entitled to vote on the
item will be required for approval. Abstentions will not be voted for any
such matter. Accordingly, abstentions will have the same legal effect as a
negative vote. Broker non-votes will not be counted in determining the
number of shares necessary for approval.
Who will bear the costs of soliciting proxies for the Annual Meeting?
The cost of soliciting proxies for the Annual Meeting will be borne
by the Company. In addition to the use of the mails, proxies may be
solicited personally or by telephone, by officers and employees of the
Company who will not receive any additional compensation for their
services. Proxies and proxy material will also be distributed at the
expense of the Company by brokers, nominees, custodians and other similar
parties.
If the enclosed form of proxy is properly executed and returned to
the Company in time to be voted at the Annual Meeting, the shares
represented thereby will be voted in accordance with instructions marked
thereon. Executed but unmarked proxies will be voted "FOR" Proposal 1 - to
elect the Board of Directors' five(5) nominees for Director and "FOR"
Proposal 2 - to ratify the Board of Directors' appointment of Sullivan
Bille P.C. as the Company's independent public accountants for the 2003
fiscal year. If any other matters properly come before the Annual Meeting,
the persons named in the accompanying proxy will vote the shares
represented by such proxies on such matters in accordance with their best
judgment.
This Proxy Statement, Notice of Annual Meeting of Stockholders, the
proxy card and the Company's Annual Report to Stockholders were first
mailed to stockholders on or about April 12, 2003.
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THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE "FOR" APPROVAL OF
THE PROPOSALS SET FORTH IN THIS PROXY STATEMENT.
ELECTION OF DIRECTORS
(PROPOSAL 1)
The Board of Directors currently consists of five (5) directors, each
serving a one-year term. At the Annual Meeting, five (5) directors will be
elected, each for a one-year term. The Board of Directors has nominated for
director Vahan V. Basmajian, Varant Z. Basmajian , Ralph E. Hawes, Dennis
A. Humphrey and Henry P. Ingwersen to be elected at the Annual Meeting.
Unless otherwise specified on the proxy, it is the intention of the
persons named in the proxy to vote the shares represented by each properly
executed proxy for the election as directors of Messrs. Vahan Basmajian,
Varant Z. Basmajian, Hawes, Humphrey, and Ingwersen. The Board of
Directors believes that such nominees will stand for election and will
serve if elected as directors. However, if any person nominated by the
Board of Directors fails to stand for election or is unable to accept
election, the proxies will be voted for the election of such other person
or persons as the persons named in the accompanying proxy shall determine
in accordance with their best judgment. Pursuant to the Company's bylaws,
directors are elected by plurality vote. The Company's Certificate of
Incorporation does not provide for cumulative voting in the election of
directors.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR"
THE ELECTION OF ITS NOMINEES FOR DIRECTORS.
Information as to Nominees for Directors and Executive Officers
NAME AGE POSITION
Vahan V. Basmajian 64 President, Chief Executive Officer, and
Chairman of the Board of Directors
Varant Z. Basmajian 37 Executive Vice President and Director
Ralph E. Hawes 71 Director
Dennis A. Humphrey 54 Clerk and Director
Henry P. Ingwersen 67 Director
Directors are elected to serve for one year or until their successors
are elected and qualified or until their earlier resignation or removal.
All directors are elected annually at the annual meeting of stockholders.
Directors Standing For Election
VAHAN V. BASMAJIAN has served as the Company's President and Chief
Executive Officer since 1986 and a member of its Board of Directors since
1970. Mr. Basmajian received his Masters Degree in Aeronautics from M.I.T.
VARANT Z. BASMAJIAN, son of Vahan V. Basmajian, has served as the
Company's Executive Vice President and a member of its Board of Directors
since 1999. Previously, Mr. Basmajian served as Vice President of
Marketing at Megatech Corporation . He received his B.S. degree in
Business from Bentley College.
RALPH E. HAWES has served on the Company's Board of Directors since
1998. Mr. Hawes is now retired from his last position as Executive Vice
President of SBI, Inc.. Previously his business experience includes 15
years as a program manager with IBM as well as multiple director and
officer positions at other companies.
DENNIS A. HUMPHREY has served on the Company's Board of Directors
since 1992, and has been the Clerk of the Company since 1997. Since 1999,
he has been a criminal justice consultant for Adcare Criminal Justice
Services, Inc. and for the previous 5 years he was the deputy
superintendent for the Suffolk County Sheriff's Department.
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HENRY P. INGWERSEN has served on the Company's Board of Directors
since 1999. Mr. Ingwersen has served as the Sales Manager for the
Government and Education Division of Snap-On Corporation since 1990 and
performed various functions at Snap On Corporation for the previous 19
years.
The Board and Its Committees
The Board held 5 meetings in 2002 in addition to acting by unanimous
written consent one time. Each director attended at least 75% of all
meetings of the Board to which he was assigned.
Director Compensation
Employee and independent directors receive no additional cash
compensation for serving as a director of the Company. However, each
director received 8000 shares of the Company's Common Stock during 2002.
Executive Compensation
The following table sets forth all compensation awarded to, earned by
or paid to the Company's Chief Executive Officer and all other officers in
the fiscal years ended December 31, 2000, 2001 and 2002 for services
rendered in all capacities to the Company during those fiscal years. No
employee of the Company received an annual salary and bonus in excess of
$100,000 during any of such fiscal years.
Annual Compensation All Other
Compensation
(1)
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Name and Principal Position Fiscal Year Salary Bonus
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Vahan V. Basmajian 2002 $87,299 $ 0 $ 0
President & Chief Executive Office, 2001 $81,354 $ 0 $ 0
Acting Chief Financial Officer 2000 $81,354 $ 0 $2,441
All Other Officers (1 person) 2002 $54,708 $5,000 $ 0
2001 $50,475 $ 0 $ 0
2000 $50,078 $ 0 $1,536
Amounts indicated are the Company contributions to the Company's
SIMPLE IRA plan. Eligible employees may contribute up to $7,000 annually
to the plan. Under the terms of the plan, the Board of Directors
determines annually the amount of the matching contribution. There were no
contributions during the years ended December 31, 2002 and 2001. The
matching contribution for the year ended December 31, 2000 was
approximately $5,400.
Option Grants in 2002
The Company made no option grants to its employees during the Company's
2002 fiscal year.
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RATIFICATION OF THE APPOINTMENT OF THE
COMPANY'S INDEPENDENT PUBLIC ACCOUNTANTS
(PROPOSAL 2)
Effective December 31, 1996, the Company engaged the accounting firm
of Sullivan Bille P.C. as the Company's independent accountants. The Board
of Directors approved the appointment of Sullivan Bille P.C. to audit the
financial statements of the Company for the fiscal year ended December 31,
2003. If the stockholders do not ratify the appointment of Sullivan Bille
P.C., the Board of Directors may reconsider its selection.
Sullivan Bille P.C. performed various audit and other services for
the Company during fiscal year 2002. Such services included an audit of
annual financial statements, interim reviews of quarterly financial
statements, review and consultation connected with certain filings with the
SEC, consultation on tax, financial accounting and reporting matters, and
meetings with the Board of Directors.
Representatives of Sullivan Bille P.C. are expected to be present at
the Annual Meeting with the opportunity to make a statement if they desire
to do so and to be available to respond to appropriate questions.
Information Concerning Fees Paid to the Company's Auditors
Set forth below is certain information concerning fees billed to the
Company by Sullivan Bille P.C. in respect of services provided in 2002 and
2001. As indicated below, in addition to auditing and reviewing the
Company's financial statements, Sullivan Bille P.C. provided the Company
with other services in 2002 and 2001. The Board of Directors has determined
that the provision of these other services is compatible with maintaining
the independence of Sullivan Bille P.C.
Audit Fees. The audit fees billed for professional services rendered
by Sullivan Bille P.C. for the audit of the Company's annual financial
statements and the review of the financial statements included in the
Company's quarterly reports on Form 10-Q for fiscal years 2002 and 2001
were $21,800 and $16,300 respectively.
Audit Related Fees. There were no audit related fees for professional
services rendered by Sullivan Bille P.C. for fiscal years 2002 or 2001,
respectively.
Tax Fees. Tax fees billed to the Company by Sullivan Bille P.C. were
$1,200 for 2002 and 2001, respectively. The 2002 and 2001 tax fees
represent the preparation of tax returns.
All Other Fees. There were no other fees that Sullivan Bille P.C.
billed the Company for other services rendered in 2002 and 2001.
The stockholders are being asked to ratify the Board's appointment of
Sullivan Bille P.C. The affirmative vote of the holders of a majority of
the shares of Common Stock present in person or represented by proxy at the
Annual Meeting is required for the ratification and approval of the
appointment of independent accountants. All shares of Common Stock
represented by valid proxies received pursuant to this solicitation, and
not revoked before they are exercised, will be voted in the manner
specified. If you execute and return a proxy without instruction, your
shares will be voted for ratification of the appointment of Sullivan Bille
P.C. as independent accountants for the Company for fiscal year 2003.
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THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" RATIFICATION AND APPROVAL OF
THE APPOINTMENT OF SULLIVAN BILLE P.C. AS INDEPENDENT ACCOUNTANTS FOR THE
COMPANY FOR FISCAL YEAR 2003.
COMMON STOCK OWNERSHIP OF
PRINCIPAL STOCKHOLDERS AND MANAGEMENT
The following table sets forth information regarding the beneficial
ownership of the Company's Common Stock by the following as of April 4,
2003, based upon the records of the Company and information furnished by
nominees to the Company's Board of Directors:
* all persons known by the Company to own beneficially 5% or more of
the Company's Common Stock,
* each of the Company's directors,
* the Company's Chief Executive Officer, and
* all directors and executive officers as a group.
Unless otherwise indicated, each of the stockholders has sole voting
and investment power with respect to the shares of Common Stock
beneficially owned by the stockholder.
Number of Shares Percentage of
Beneficially Shares
Owned Outstanding
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Directors and executive officers:
Vahan V. Basmajian (1) 946,500 24.4%
Varant Z. Basmajian (1) 136,900 3.5%
Ralph E. Hawes (1) 38,000 1.0%
Dennis A. Humphrey (1) 38,000 1.0%
Henry P. Ingwersen (1) 17,000 0.4%
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All directors and executive officers
as a group (5 persons) 1,176,400 30.3%
Address is c/o Megatech Corporation, 555 Woburn Street, Tewksbury, MA
01876.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934, as amended,
requires the Company's executive officers and directors, and persons who
beneficially own more than ten percent of a registered class of the
Company's equity securities to file reports of initial ownership and
reports of changes in ownership with the Securities and Exchange Commission
and furnish the Company with copies of such reports. Based solely on a
review of the copies of reports furnished to the Company by its executive
officers, directors and persons who beneficially own more than ten percent
of the Company's equity securities and written representations from the
Company's executive officers and directors, the Company believes that,
during the preceding year, all filing requirements applicable to the
Company's executive officers, directors and ten percent beneficial owners
under Section 16(a) were satisfied.
Submission of Stockholder Proposals for 2004 Annual Meeting
Any proposal or proposals by a stockholder intended to be included in
the Company's proxy statement and form of proxy relating to the 2004 annual
meeting of stockholders must be received by the Company no later than
December 20, 2003, pursuant to the proxy solicitation rules of the SEC.
Nothing in this paragraph shall be deemed to require the Company to include
in its proxy statement and proxy relating to the 2003 Annual Meeting of
Stockholders any stockholder proposal that may be omitted from the
Company's proxy materials pursuant to applicable regulations of the SEC in
effect at the time such proposal is received.
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PLEASE DETACH AND MAIL IN THE ENVELOPE PROVIDED
PROXY PROXY
MEGATECH CORPORATION
(SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS)
The undersigned holder of common stock of Megatech Corporation,
revoking all proxies heretofore given, hereby constitutes and appoints
Vahan V. Basmajian and Dennis A. Humphrey, and each of them Proxies, with
full power of substitution, for and in the name, place and stead of the
undersigned, to vote all of the undersigned's shares of the said stock,
according to the number of votes and with all the powers the undersigned
would possess if personally present, at the Annual Meeting of Stockholders
of Megatech Corporation, to be held May 12, 2003, at 10:00 a.m., local
time, and at any adjournments thereof.
The undersigned hereby acknowledges receipt of the Notice of Meeting
and Proxy Statement relating to the meeting and hereby revokes any proxy or
proxies heretofore given. Each properly executed Proxy will be voted in
accordance with the specifications made on the reverse side of this Proxy
and in the discretion of the Proxies on any other matter which may properly
come before the meeting. Where no choice is specified, this Proxy will be
voted FOR all listed nominees to serve as directors and FOR proposal 2.
PLEASE MARK, DATE AND SIGN THIS PROXY ON THE REVERSE SIDE
Please date, sign and mail your proxy card back as soon as possible!
Annual Meeting of Stockholders
MEGATECH CORPORATION
April 4, 2003
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR MATTERS (1) & (2)
LISTED BELOW, TO COME BEFORE THE ANNUAL MEETING.
Please Detach and Mail in the Envelope Provided
[ ] Please mark your votes as in this example OR all nominees listed at
right (except as marked to the contrary below)
WITHHOLD AUTHORITY to vote for all nominees listed at right.
Election of [five (5)] directors, to serve on the Board of Directors, each
for a one-year term and until their respective successors are elected.
NOMINEES: Vahan V. Basmajian, Varant Z. Basmajian, Ralph E. Hawes,
Dennis A. Humphrey, Henry P. Ingwersen
FOR, except withhold from the following nominee(s):
[ ] ABSTAIN [ ] FOR [ ] AGAINST
To ratify the Board of Directors' appointment of Sullivan Bille P.C. as the
Company's independent public accountants for the year 2003.
To transact such other business as may properly come before the Annual
Meeting or any adjournment thereof.
This Proxy, which is solicited on behalf of the Board of Directors, will be
voted FOR the matters described in paragraphs (1) and (2) unless the
shareholder specifies otherwise (in which case it will be voted as
specified).
Signature(s)
-------------------------
Dated: ,2003
--------------------------
NOTE: Please sign exactly as name or names appear hereon. When signing as
attorney, executor, administrator, trustee or guardian, please give your
full title. 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 partner.
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