SCHEDULE 14A INFORMATION
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:
(X) Preliminary Proxy Statement
( ) Confidential, for Use of the Commission Only (as permitted
by Rule 14a-6(e)(2))
( ) Definitive Proxy Statement
( ) Definitive Additional Materials
( ) Soliciting Material under Section 240.14a-12
RRUN VENTURES NETWORK, INC.
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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 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) Proposed maximum aggregate value of transaction:
4) 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:
RRUN VENTURES NETWORK, INC.
62 W. 8th Avenue, 4th Floor
Vancouver, British Columbia, Canada V5Y 1M7
June 9, 2003
Dear Shareholder:
You are cordially invited to attend the annual meeting of shareholders
of RRUN Ventures Network, Inc., which will be held at the offices of
the Company at 62 W. 8th Avenue, 4th Floor, Vancouver, British
Columbia, Canada V5Y 1M7 on June 20, 2003 at 9:00 a.m. Pacific Time.
Details of the business to be conducted at the annual meeting are
given in the attached Notice of Annual Meeting of Shareholders and
Proxy Statement.
Whether or not you attend the annual meeting, it is important that
your shares be represented and voted at the meeting. Therefore, I urge
you to sign, date, and promptly return the enclosed proxy. If you
decide to attend the annual meeting and vote in person, you will of
course have that opportunity.
On behalf of the board of directors, I would like to express our
appreciation for your continued interest in the affairs of RRUN
Ventures, Network, Inc.
Sincerely,
Ray A. Hawkins
President & CEO & Director
RRUN VENTURES NETWORK, INC.
62 W. 8th Avenue, 4th Floor
Vancouver, British Columbia, Canada V5Y 1M7
Telephone (604) 682-6541
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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
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TO THE SHAREHOLDERS OF .:
The annual meeting of the shareholders of RRUN Ventures Network, Inc.
will be held at the offices of the Company at 62 W. 8th Avenue, 4th
Floor, Vancouver, British Columbia, Canada V5Y 1M7 on June 20, 2003 at
9:00 a.m. Pacific Time, for the following purposes:
1. To elect two directors to serve until the next annual
meeting or until their successors are elected and qualified;
2. To vote upon a proposal to amend the articles of
incorporation in order to change the name of the Corporation
to Livestar Entertainment Group Inc.; and
3. To transact any other business that may properly come before
the meeting or any adjournment of the meeting.
Shareholders of record at the close of business on May 20, 2003 are
entitled to notice of and to vote at the meeting. The Company's proxy
statement and its 2002 annual report to shareholders accompany this
notice.
All shareholders are invited to attend the meeting in person.
BY ORDER OF THE BOARD OF DIRECTORS,
Ray A. Hawkins, President , CEO & Director
Vancouver, British Columbia, Canada
June 9, 2003
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IMPORTANT
Whether or not you expect to attend in person, we urge you to sign,
date, and return the enclosed Proxy at your earliest convenience. This
will ensure the presence of a quorum at the meeting. PROMPTLY SIGNING,
DATING, AND RETURNING THE PROXY WILL SAVE THE COMPANY THE EXPENSE AND
EXTRA WORK OF ADDITIONAL SOLICITATION. Sending in your Proxy will not
prevent you from voting your stock at the meeting if you desire to do
so, as your Proxy is revocable at your option.
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RRUN Ventures Network, Inc.
62 W. 8th Avenue, 4th Floor
Vancouver, British Columbia, Canada V5Y 1M7
Telephone (604) 682-6541
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PROXY STATEMENT
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For the Annual Meeting of Shareholders
To be held June 20, 2003
NO PERSONS HAVE BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROXY STATEMENT IN
CONNECTION WITH THE SOLICITATION OF PROXIES MADE HEREBY, AND, IF GIVEN
OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON
AS HAVING BEEN AUTHORIZED BY RRUN VENTURES NETWORK, INC. OR ANY OTHER
PERSON.
MATTERS TO BE CONSIDERED
This Proxy Statement is furnished in connection with the solicitation
of proxies by the Board of Directors of RRUN Ventures Network, Inc.
(the "Company") for use at the annual meeting of the shareholders of
the Company, or any adjournments thereof. The meeting will be held at
the offices of the Company at 62 W. 8th Avenue, 4th Floor, Vancouver,
British Columbia, Canada V5Y 1M7 on June 20, 2003 at 9:00 am. Pacific
Time, to elect two directors to serve until the next annual meeting or
until their successors are elected and qualified and to approve
amendment to the articles of incorporation.
Management knows of no other business that may properly come before
the meeting. The above matters require for their approval the
affirmative vote of a majority of the shares represented at a meeting
at which a quorum is present.
This proxy statement and the enclosed form of proxy are first being
mailed to shareholders on or about June 9, 2003.
RECORD DATE; SOLICITATION OF PROXIES
The board of directors of RRUN Ventures Network, Inc. has fixed the
close of business on May 20, 2003 as the record date for the
determination of shareholders entitled to notice of and to vote at the
annual meeting. At the record date, there were approximately
76,723,077 shares of common stock issued, outstanding, and entitled to
vote at the meeting. Holders of common stock are entitled to one vote
at the meeting for each share of common stock held of record on the
record date. There are no separate voting groups or separate series
of stock.
In addition to the solicitation of proxies by the board of directors
through use of the mails, proxies may also be solicited by RRUN
Ventures Network, Inc. and its directors, officers and employees (who
will
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receive no additional compensation therefor) by telephone,
telegram, facsimile transmission or other electronic communication,
and/or by personal interview. RRUN Ventures Network, Inc. will
reimburse banks, brokerage houses, custodians and other fiduciaries
who hold shares of common stock in their name or custody, or in the
name of nominees for others, for their out-of-pocket expenses incurred
in forwarding copies of the proxy materials to those persons for whom
they hold such shares. RRUN Ventures Network, Inc. will bear the
costs of the annual meeting and of soliciting proxies therefor,
including the cost of printing and mailing this proxy statement and
related materials. RRUN Ventures Network, Inc. has spent approximately
$3,000 in legal and other expenses in the preparation of this proxy
statement and other expenses connected with the solicitation of
security holders. It is anticipated that RRUN Ventures Network, Inc.
will spend an additional $2,000 in solicitation of security holders
before the meeting is held.
Any questions or requests for assistance regarding RRUN Ventures
Network, Inc.'s proxies and related materials may be directed in
writing to Ray A. Hawkins, President & CEO, at 62 W. 8th Avenue, 4th
Floor, Vancouver, British Columbia, Canada V5Y 1M7.
VOTE REQUIRED AND VOTING
In order to obtain shareholder approval for all matters other than the
amendment to the articles of incorporation, thirty-three and one-third
percent (33.33%) of the issued and outstanding shares of common stock
entitled to vote as of the record date, represented in person or by
proxy, is required for a quorum at the annual meeting. Abstentions
may be specified and will be counted as present for the purpose of
determining the existence of a quorum. Election of directors shall be
accomplished by the two candidates receiving a plurality of the votes
cast at a shareholder's meeting at which a quorum is present.
Approval of the amendments to the articles of incorporation requires
the affirmative at the meeting of a majority of all common shares
issued and outstanding.
You can vote by either attending the meeting in person or by filling
out and sending in your proxy. Shares of common stock that are
represented by properly executed proxies, unless such proxies shall
have previously been properly revoked (as provided herein), will be
voted in accordance with the instructions indicated in such proxies.
If no contrary instructions are indicated, such shares will be voted
FOR the named nominees for the board of directors identified herein.
Shares represented by proxies that have voted against the propositions
presented at the meeting cannot be used to postpone or adjourn the
meeting in order to solicit more votes for the proposition.
Brokers who hold shares in a street name have the authority to vote
when they have not received instructions from the beneficial owners.
Brokers who do not receive instructions, but who are present in person
or by proxy at the meeting will be counted as present for quorum
purposes.
OTHER MATTERS
It is not expected that any matters other than those referred to in
this proxy statement will be brought before the meeting. If other
matters are properly presented, however, the persons named as proxy
appointees will vote in accordance with their best judgment on such
matters. The grant of a proxy also will confer discretionary authority
on the persons named as proxy appointees to vote in accordance with
their best judgment on matters incident to the conduct of the meeting.
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REVOCATION OF PROXY
Any shareholder may revoke his, her or its proxy (other than an
irrevocable proxy coupled with an interest) at any time before it is
voted, by: (1) filing with the corporate secretary of RRUN Ventures
Network, Inc. an instrument revoking the proxy; (2) returning a duly
executed proxy bearing a later date; or (3) attending the meeting and
voting in person. Attendance at the meeting will not by itself
constitute revocation of a proxy.
SHAREHOLDERS ARE URGED TO READ AND CAREFULLY CONSIDER THE INFORMATION
PRESENTED IN THIS PROXY STATEMENT, AND SHAREHOLDERS ARE URGED TO
COMPLETE, DATE, SIGN AND PROMPTLY RETURN THE ENCLOSED PROXY IN THE
ACCOMPANYING PREPAID ENVELOPE.
PROPOSAL I
ELECTION OF DIRECTORS
Two directors are to be elected at the annual meeting, to hold office
for one year until the next annual meeting of shareholders, and until
their successors are elected and qualified. It is intended that the
accompanying proxy will be voted in favor of the following persons to
serve as directors unless the shareholder indicates to the contrary on
the proxy. Management expects that each of the nominees will be
available for election, but if any of them is not a candidate at the
time the election occurs, it is intended that such proxy will be voted
for the election of another nominee to be designated by the Board of
Directors to fill any such vacancy.
NOMINEES
The following sets forth information regarding each nominee.
All Positions Years/Mos.Served
And Offices as Director
Name with RRUN Age of the Company
Ray A. Hawkins (1) President, Chief Executive
Officer & Director 33 1 Year/ 9Mos.
Edwin Kwong (1) Secretary/Treasurer,
Chief Operations Officer,
Chief Financial Officer
& Director 31 1 Year/ 9 Mos.
(1) Appointed to the Board on August 17, 2001
Terms of Office
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All executive officers are employed by RRUN on a full-time basis.
Vacancies in the existing Board of Director are filled by majority
vote of the remaining Directors. The officers serve at the will of
the Board of Directors. There are no family relationships between any
executive officer and director.
Ray Hawkins - Director, President & CEO.
As the President & CEO, Mr. Hawkins duties include the forging of
business development, securing of partnerships, and overseeing product
development, and marketing campaigns. Mr. Hawkins is a serial
entrepreneur with over a decade of experience in the fields of media,
entertainment, and marketing. From 1990-1995, Mr. Hawkins operated
his own music artist management firm, RAH Talent. During that time
Mr. Hawkins also acted as the CEO of Empire Communications, a record
label that produced a number of cutting edge music artists. Also from
1990 - 1995 Mr. Hawkins acted as CEO of RAH Entertainment, a concert
and event corporation. From 1993-1997 Mr. Hawkins acted as a music
consultant, procuring cutting edge music for movie and television
production houses like Paramount Pictures and video game companies
like Electronic Arts. From 1996-1999 Mr. Hawkins was the founder,
President, and CEO of TAXI Communications Network Inc., a leading edge
media and marketing firm that produced a popular local culture
magazine, TAXI Vancouver, and developed urban based marketing
campaigns for companies like Labatt Breweries, Universal Music, Virgin
Megastore and Molson Canada.
Edwin Kwong - Director, COO and CFO.
Mr. Kwong uses his background in finance and project management to
oversee the day-to-day operations of RRUN.Mr. Kwong has over 5 years
of international management consulting experience in Project
Management and Finance in Canada and Asia. In 1993 Mr. Kwong received
a Bachelor of Commerce in Finance from the University of British
Columbia. In 1996 Mr. Kwong received a Graduate Diploma in Asian
Pacific Management. From 1994-1996 Mr. Kwong worked as Investment
Advisor Assistant for Great Pacific Management in Vancouver. From
1996 to 1997 Mr. Kwong acted as a consultant in Hong Kong for Manulife
International Ltd. and Ernst and Young Management Consulting. From
1997-1998 Mr. Kwong was a Project Executive for Hopewell Holdings in
Hong Kong and Indonesia. In 1998 Mr. Kwong completed his Level 1
examination in the Chartered Financial Analyst program. From 1999-
2000 Mr. Kwong was the Senior Business Specialist for Intria Items
Inc., a financial technology solutions division of Canadian Imperial
Bank of Commerce.
THE BOARD RECOMMENDS A VOTE IN FAVOR OF THE NAMED NOMINEES.
PROPOSAL II
AMENDMENT TO THE ARTICLES OF INCORPORATION TO CHANGE THE NAME
OF THE CORPORATION TO LIVESTAR ENTERTAINMENT GROUP INC.
Reason for the Name Change
The Board has approved the proposed change to the name of the Company
from "RRUN Ventures Network Inc." to "Livestar Entertainment Group
Inc." The Company will file a certificate of incorporation changing
the Company's name. The certificate of incorporation of RRUN Ventures
Network Inc. will be substantially in the form attached to this Proxy
Statement as Exhibit A. The
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Company's name, RRUN Ventures Network Inc.
was selected to reflect the Company's historical business strategy.
The Board believes that the name "Livestar Entertainment Group Inc."
better reflects the Company's current business plan to develop a
entertainment business primarily based on live entertainment ,
specifically live events and a network of urban based liquor licensed
entertainment establishments, namely nightclubs.
THE BOARD RECOMMENDS A VOTE IN FAVOR OF THE AMENDMENT TO THE ARTICLES
OF INCORPORATION.
FUTURE STOCKHOLDER PROPOSALS
It is anticipated that the release date for RRUN Ventures Network,
Inc.'s proxy statement and form of proxy for its next annual meeting
of shareholders will be June 27, 2004. The deadline for submittals of
shareholder proposals to be included in that proxy statement and form
of proxy is 120 days prior to that date. The date after which a
notice of a shareholder proposal submitted independent of RRUN
Ventures Network, Inc.'s proxy statement and form of proxy is
considered untimely is 45 days prior to June 27, 2004.
Section 16(a) Beneficial Ownership Reporting Compliance
The following persons have failed to file, on a timely basis, the
identified reports required by Section 16(a) of the Exchange Act
during the most recent fiscal year:
Number Transactions Known Failures
Of late Not Timely To File a
Name and principal position Reports Reported Required Form
---------------------------- ------- ------------ --------------
Ray A. Hawkins 1 0 0
CEO, President and Director
Edwin Kwong 1 0 0
COO, CFO, Treasurer,
Secretary and Director
Pavel Bains 1 0 0
Executive Vice President,
Media & Entertainment
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BENEFICIAL STOCK OWNERSHIP
The following table sets forth, as of March 31, 2003, Common Stock
ownership of (1) the Directors of the Company, (2) the only persons
known to management to be the beneficial owners of more than five
percent of the Common Stock of the Company, based on management's best
knowledge at the date set out above , and (3) the Company's Directors
and Officers as a group:
Directors, Officers and 5% Shares Beneficially
Stockholders Owned
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Number Percent
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550605 B.C. Ltd. 2,814,000(1) 4.8%
4th Floor, 62 W. 8th Avenue
Vancouver, B.C. V5Y 1M7
Ray A. Hawkins 2,579,824(2) 4.4%
71-1075 Granville Street
Vancouver, B.C. V6Z 1L4
Pavel Bains 917,500(2) 1.6%
#101 - 1001 Broadway
Vancouver, B.C. V6H 4E4
Edwin Kwong 842,500(2) 1.4%
#5 - 744 West 7th Avenue
Vancouver, B.C. V5Z 1B8
John Stuart 4,500,000 7.7%
#2646 1979 Marine Drive
North Vancouver, BC
Canada V7P 3G2
Robert Fidler 3,500,000 6.0%
2800 Neilson Way
Suite 601
Santa Monica, CA 90405
Lionel Gosselin 3,313,754 (3) 5.6%
64 Countryside Way
Winnipeg, Manitoba
Canada R2G 4C1
Neal E. Stauffer 3,535,000(3) 5.9%
601 South Boulder - Suite 1100
Tulsa, OK 74119
All RRUN directors and 4,339,824(4) 7.5%
officers as a group (3 persons)
(1) Ray A. Hawkins owns 74% of 550605 B.C. Ltd.
(2) Includes shares issuable upon the exercise of options within
60 days.
(3) Includes shares issuable upon the exercise of warrants within
60 days.
(4) Includes 792,500 shares issuable upon the exercise of options
within 60 days.
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INFORMATION REGARDING THE BOARD
The Board met three times during the fiscal year ended December 31,
2002 and as issues were raised signed several written consents to
action without meeting. Mr. Hawkins and Mr. Kwong directors attended
each of the meetings held.
The directors are not currently paid for acting as members of the
board, other than receiving stock options.
The following table sets forth certain information as to our
Chief Executive Officer and the highest paid officers and directors for our
last fiscal year ended December 31, 2002. No other compensation
was paid to any such officers or directors during this time
period.
Annual Compensation Table
Annual Compensation (1) Long Term
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Compensation
------------
Name Title Year Salary Bonus Options / SARs (#)
---- ----- ---- ------ ----- ---------
Ray A. Hawkins President,CEO 2001 $16,137 $0 100,000
and Director
2002 $17,429 $0 200,000
(2)
E TedPrince (3) Co- CEO, Director 2002 (3) $0 3,000,000
Edwin Kwong COO, CFO and 2001 $10,734 $0 100,000
Director
2002 $7,497 $0 180,000
(4)
Pavel Bains EVP, and Director 2001 $16,752 $0 100,000
(5)
2002 $7,424 $0 150,000
(6)
(1) Unless otherwise noted, compensation for Fiscal 2001 is for
the six month period ended December 31, 2001. There was no
compensation paid by the Company to the officers or directors of
the Company prior to that time. As of December 31, 2002, no
retirement, pension or insurance programs or other similar
programs have been adopted by RRUN for the benefit of its
employees.
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(2 In the fiscal year ending December 31, 2002, Mr. Ray Hawkins
was entitled to receive an additional $252,571 of executive
compensation, and this entire amount has been accrued.
(3) Mr. E. Ted Prince served as President and Co-CEO of RRUN
Ventures Network Inc. as assigned from Perth Ventures Inc. from
June 18, 2002 to November 8, 2002.
(4) In the fiscal year ending December 31, 2002, Mr. Edwin Kwong
was entitled to receive an additional $132,507 of executive
compensation, and this entire amount has been accrued.
(5) Mr. Pavel Bains was paid approximately 56% of this total in
the six month period ending June 30, 2001.
(6) In the fiscal year ending December 31, 2002, Mr. Pavel Bains
was entitled to receive an additional $90, 575 of executive
compensation, and this entire amount has been accrued.
Effective January 1, 2002, the Company executed Management
Services Memorandums with three key directors/officers. In
addition to total signing bonuses of $258,000 which have no
specific payment date and are payable in cash or shares of the
Company or its subsidiary, RAHX, Inc. The memoranda provide
for performance bonuses and total annual compensation in the
upcoming four fiscal years as follows:
Year ended December 31, 2003 $ 200,000
Year ended December 31, 2004 $ 200,000
Year ended December 31, 2005 $ 200,000
Year ended December 31, 2006 $ 200,000
Options/SAR Grants in Last Fiscal Year
(Individual Grants)
Name Number of Percent of Exercise or Expiration date
Securities options/SARs base price
Underlying granted ($/Sh)
Options/SARs employees in
Granted (#) fiscal year
Ray A. Hawkins 200,000 2.1% $0.10 2/8/2005
E.Ted Prince 3,000,000 31.5% (1) (1)
(1)
Edwin Kwong 180,000 1.9% $0.10 2/8/2005
Pavel Bains 150,000 1.6% $0.10 2/8/2005
(1) As per Agreement with The Company and Perth Ventures Inc. on
June 18, 2002 and further amended on July 16, 2002, Mr. E. Ted
Prince was entitled to receive options for 2,000,000 shares at
$0.12 per share and 1,000,000 shares at $0.045 per share. Note
that all options have expired as per Agreement with Perth
Ventures Inc. upon Mr. Prince's resignation on November 8, 2002.
Aggregated Option/SAR Exercises in Last Fiscal Year
and FY-End Option/SAR Values
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Name Shares Value Number of Value of unxercised
aquired realized unexercised options in-the-money options
on ($) /SARs at FY-end (#) /SARs at FY-end($)
exercise exercisable/ exercisable/
(#) unexercisable unexercisable
Ray A. Hawkins 0 0 262,500 / 37,500 $0/$0
E.Ted Prince 0 0 0 / 0 $0/$0
Edwin Kwong 0 0 242,500 / 37,500 $0/$0
Pavel Bains 0 0 212,500 / 37,500 $0/$0
Insider Participation in Compensation Decisions
The Company does not have a Compensation Committee. All members of the
Board of Directors are officers of the Company, receive compensation
for services rendered and are involved in participation on
compensation decisions.
Board of Directors Report on Executive Compensation
The Board of Directors has no existing policy with respect to the
specific relationship of corporate performance to executive
compensation. The Board has set executive compensation at what the
Board considered to be the minimal levels necessary to retain and
compensate the officers of the Company for their activities on the
Company's behalf.
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AUDIT FEES
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RRUN Ventures Network, Inc. has been billed by Morgan & Company
$ for professional services, of which $ was rendered
----------------- ---------
for the audit of its financial statements for the most recent fiscal
year and $ was rendered for the reviews of its quarterly
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financial statements.
WHERE YOU CAN FIND MORE INFORMATION
RRUN Ventures Network, Inc. is subject to the informational
requirements of the Securities Exchange Act of 1934, as amended. RRUN
Ventures Network, Inc. files reports, proxy statements and other
information with the SEC. You may read and copy these reports, proxy
statements and other information at the SEC's Public Reference Section
at 450 Fifth Street, N.W., Washington, D.C. 20549. You may obtain
information on the operation of the Public Reference Room by calling
the SEC at 1-800-SEC-0330. The SEC also maintains an Internet
website, located at www.sec.gov, that contains reports, proxy
statements and other information regarding companies and individuals
that file electronically with the SEC.
PLEASE SIGN, DATE AND RETURN THE ACCOMPANYING PROXY AT YOUR EARLIEST
CONVENIENCE, WHETHER OR NOT YOU CURRENTLY PLAN TO ATTEND THE MEETING.
By Order of the Board of Directors
Ray A. Hawkins
President, CEO and Director
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RRUN Ventures Network, Inc.
PROXY
Annual Meeting of Shareholders
June 20, 2003
PROXY
The undersigned appoints Ray A. Hawkins of RRUN Ventures Network, Inc.
with full power of substitution, the attorney and proxy of the
undersigned, to attend the annual meeting of shareholders of RRUN
Ventures Network, Inc., to be held June 20, 2003, beginning at 9:00
a.m., Pacific Time, at 62 W. 8th Avenue, 4th Floor, Vancouver, British
Columbia, Canada V5Y 1M7, and at any adjournment thereof, and to vote
the stock the undersigned would be entitled to vote if personally
present, on all matters set forth in the Proxy Statement sent to
Shareholders, a copy of which has been received by the undersigned, as
follows:
Please mark your votes as indicated [X]
Total Number of Shares Held:
-----------------
This proxy when properly signed will be voted in the manner directed
herein by the undersigned shareholder. IF NO DIRECTION IS MADE, THIS
PROXY WILL BE VOTED FOR THE PROPOSAL.
1. For the election of the following three nominees as directors of
the Company, to serve until the next annual meeting and until
their successors are elected and qualify: Ray A. Hawkins and
Edwin Kwong.
FOR Nominees NOT FOR Nominees
[ ] [ ]
2. To approve the amendments to the articles of incorporation.
FOR Amended Articles NOT FOR Amended Articles
[ ] [ ]
In his discretion, the proxy is authorized to vote upon such other
business as may properly come before the meeting.
IMPORTANT - PLEASE SIGN AND RETURN PROMPTLY. When joint tenants hold
shares, both should sign. When signing as attorney, executor,
administrator, trustee, or guardian, please give full title as such.
If a corporation, please sign in full corporate name by President or
other authorized officer. If a partnership, please sign in partnership
name by an authorized person. Please sign exactly as your name appears
on your stock certificate(s).
Signature(s) Dated: , 2003
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----------------------------- -------------------------------
PLEASE SIGN AND RETURN THIS PROXY PRIOR TO JUNE 20, 2003.
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