SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934
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Rand Capital Corporation
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement)
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Proxy Statement Rand Capital Corporation
RAND CAPITAL CORPORATION
2200 RAND BUILDING
BUFFALO, NEW YORK 14203
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO THE SHAREHOLDERS
The 2003 Annual Meeting of Shareholders of Rand Capital Corporation
(the "Corporation") will be held on Thursday, April 24, 2003 at 10:30 a.m. in
Room 300, Rand Building, 14 Lafayette Square, Buffalo, New York, for the
following purposes:
1. To elect seven Directors to hold office until the next annual
meeting of shareholders and until their successors have been
elected and qualified.
2. To consider and act upon such other business as may properly
come before the meeting.
Shareholders of record at the close of business on March 11, 2003 are
entitled to notice of, and to vote at the meeting, and any adjournment thereof.
March 28, 2003 By order of the Board of Directors,
Buffalo, New York Reginald B. Newman II
Chairman
Proxy Statement Rand Capital Corporation
RAND CAPITAL CORPORATION
2200 RAND BUILDING
BUFFALO, NEW YORK 14203
PROXY STATEMENT
GENERAL INFORMATION
This Proxy Statement is furnished in connection with the solicitation
of proxies by the Board of Directors of Rand Capital Corporation (the
"Corporation") for the Annual Meeting of Shareholders to be held on April 24,
2003. Only shareholders of record at the close of business on March 11, 2003,
are entitled to notice of and to vote at the meeting, and at any adjournment
thereof. On that date the Corporation had outstanding shares of 5,726,634 Common
Shares, par value $.10 share ("shares").
Each share entitles the holder to one vote. Shares cannot be voted at
the meeting unless the shareholder is present or represented by proxy. If the
enclosed form of proxy is returned properly executed, the shares represented
thereby will be voted at the meeting in accordance with the instructions
contained in the proxy, unless the proxy is revoked prior to its exercise. Any
shareholder may revoke a proxy by executing a subsequently dated proxy or a
notice of revocation, provided that the subsequent proxy or notice is delivered
to the Corporation prior to the taking of a vote, or by voting in person at the
meeting. Proxies submitted with abstentions and broker non-votes will be counted
in determining whether or not a quorum is present. Abstentions and broker
non-votes will not be counted in tabulating the votes cast on proposals
submitted to shareholders.
This Proxy Statement and accompanying form of proxy are being mailed to
shareholders on or about March 28, 2003. A copy of the Corporation's 2002 Annual
Report, which contains financial statements, accompanies this Proxy Statement.
The cost of soliciting proxies in the accompanying form will be borne
by the Corporation. The Corporation does not expect to pay any compensation for
the solicitation of proxies, but may pay brokers, nominees, fiduciaries and
other custodians their reasonable fees and expenses for sending proxy materials
to beneficial owners and obtaining their instructions. In addition to
solicitation by mail, proxies may be solicited in person or by telephone by
directors, officers and regular employees of the Corporation, who will receive
no additional compensation therefore.
The Corporation's office is located at 2200 Rand Building, Buffalo, New
York 14203; telephone number 716-853-0802.
Proxy 2
Proxy Statement Rand Capital Corporation
BENEFICIAL OWNERSHIP OF SHARES
Unless otherwise indicated, the following table sets forth beneficial
ownership of the Corporation's shares on March 11, 2003, by (a) persons known to
the Corporation to be beneficial owners of more than 5% of the outstanding
shares, (b) the directors and nominees for director of the Corporation, and (c)
all directors and officers of the Corporation as a group. Unless otherwise
stated, each person named in the table has sole voting and investment power with
respect to the shares indicated as beneficially owned by that person.
Amount and Nature of
Beneficial Owner Beneficial Ownership (1) Percent of Class
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(a) More than 5% Owners:
Willis S. McLeese.....................................800,000 (2) 13.9
c/o 2200 Rand Building, Buffalo, NY
Reginald B. Newman II.................................733,179 12.8
350 Essjay Road, Williamsville, NY
(b) Nominees for Director
Allen F. Grum .......................................71,128 1.2
Luiz F. Kahl...........................................64,516 1.1
Erland E. Kailbourne....................................1,000 *
Ross B. Kenzie........................................155,000 2.7
Willis S. McLeese.....................................800,000 (2) 13.9
Reginald B. Newman II.................................733,179 12.8
Jayne K. Rand.........................................193,976 3.4
(c) All Directors and Officers as a group:
Eight persons.......................................2,068,799 (3) 36.1
*Less than 1%
(1) The beneficial ownership information presented is based upon
information furnished by each person or contained in filings made with
the Securities and Exchange Commission.
(2) These shares are owned by Colmac Holdings, Ltd., a corporation of which
Mr. McLeese is the Chairman and principal owner.
(3) Except as indicated above, members of the group have sole voting and
investment power over these shares.
Proxy 3
Proxy Statement Rand Capital Corporation
1. ELECTION OF DIRECTORS
Seven Directors are to be elected at the meeting, each to serve until
the next annual meeting of shareholders and until his or her successor has been
elected and qualified. Unless marked to the contrary, the proxies received will
be voted FOR the election of the seven nominees below.
Each of the nominees is presently a member of the Board of Directors
and was elected at the Corporation's last annual meeting of shareholders. Each
of the nominees has consented to serve as a director, if elected. If at the time
of the meeting any nominee should be unable to serve, it is the intention of the
person designated as proxies to vote, in their discretion, for such other person
as may be designated as a nominee by the Board of Directors.
INFORMATION REGARDING THE NOMINEES
ALLEN F. GRUM, 45, became a director of the Corporation in 1996. He has
served as the President and Chief Executive Officer of the Corporation since
January 1996. Prior to becoming President, Mr. Grum served as Senior Vice
President of the Corporation commencing in June 1995. From 1994 to 1995, Mr.
Grum was Executive Vice President of Hamilton Financial Corporation and from
1991-1994 he served as Senior Vice President of Marine Midland Mortgage
Corporation. Mr. Grum serves on a variety of Boards of Directors in which the
Corporation has an investment.
LUIZ F. KAHL, 65, became a director in January 1997. He has been the
President of The Vector Group, LLC, Williamsville, NY, a private investment
company, since February 1996. Prior thereto, he was the President of the
Carborundum Company, and Chief Executive Officer of BP Advanced Materials,
Niagara Falls, NY, subsidiaries of British Petroleum plc, manufacturers of high
technology ceramic materials since 1983. Mr. Kahl also serves on the Board of
Directors of the Greater Buffalo Savings Bank, the Board of Trustees of Canisius
College, and is the Chairman of the Niagara Frontier Transportation Authority.
ERLAND E. KAILBOURNE, 61, became a director in April 1999. Since May
2002, he has been Chairman and Interim CEO of Adelphia Communications. Prior
thereto, he was Chairman and President of the John R. Oishei Foundation,
Chairman and Chief Executive Officer of Fleet National Bank, New York Region and
Chairman and Chief Executive Officer of Security Norstar Bank. Mr. Kailbourne is
also a director of Albany International Corporation, Adelphia Communications
Corporation and Bush Industries, Inc.
ROSS B. KENZIE, 71, became a director in 1996. Mr. Kenzie has been
retired since 1989. Prior thereto, he was the Chairman of the Board and Chief
Executive Officer of Goldome Bank, Buffalo, NY, a savings bank, since 1980.
Prior thereto, Mr. Kenzie was Executive Vice President and Director of Merrill
Lynch Pierce Fenner & Smith as well as Merrill Lynch & Co. Mr. Kenzie also
serves on the Board of Directors of Biophan Technologies and is a former
Director of Merchants Insurance Company.
WILLIS S. MCLEESE, 89, became a director in 1986. Since 1976, Mr.
McLeese has been the Chairman of Colmac Holdings Limited, Toronto, Canada, which
develops, owns and operates cogeneration and alternative energy electric power
generating plants.
Proxy 4
Proxy Statement Rand Capital Corporation
REGINALD B. NEWMAN II, 65, became a director in 1987 and has been
Chairman of the Board since 1996. Mr. Newman is the Chairman of NOCO Energy,
Corp., Tonawanda, NY, a petroleum distributor. Mr. Newman is also a director of
M&T Bank Corporation, a financial institution headquartered in Buffalo, NY.
JAYNE K. RAND, 42, became a director in 1989. Since 1993, Ms. Rand has
been a Vice President of M&T Bank.
COMMITTEES AND MEETING DATA
THE FOLLOWING COMMITTEES OF THE BOARD OF DIRECTORS FOR THE YEAR 2002
CONSISTED OF:
AUDIT COMMITTEE COMPENSATION COMMITTEE GOVERNANCE COMMITTEE
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Willis S. McLeese Ross B. Kenzie Jayne K. Rand
Luiz F. Kahl Luiz F. Kahl Ross B. Kenzie
Ross B. Kenzie Jayne K. Rand Erland E. Kailbourne
Jayne K. Rand
The Audit Committee considers and recommends to the Board of Directors
the selection of the Corporation's auditors and the range of their services. It
reviews with the auditors the plan and results of the annual audit, the adequacy
of the Corporation's system of internal accounting controls and the cost of the
auditor's services.
The Compensation Committee is responsible for setting the compensation
of senior executive officers, reviewing the criteria that form the basis for
management's recommendations for officer and employee compensation and reviewing
management's recommendations in this regard.
The Governance Committee is responsible for recommending committee
memberships, ensuring the annual performance evaluation of the President is
completed, and considering and recommending nominees for the Board of Directors.
The Committee will consider a nominee for election to the Board recommended by a
shareholder if the shareholder submits to the Committee a written proposal that
includes the qualifications of the proposed nominee and the consent of the
proposed nominee to serve if elected.
In 2002 the full board met on four occasions, the Audit Committee met
three times and the Compensation Committee and Governance Committee each met
once. All incumbent directors attended at least 75% of the aggregate number of
meetings of the Board of Directors and of the Committees of the Board held
during 2002.
Proxy 5
Proxy Statement Rand Capital Corporation
AUDIT COMMITTEE REPORT
The Audit Committee of the Board of Directors of Rand Capital
Corporation is composed of four directors who are independent, as defined by
Rule 4200(a)(14) of the National Association of Securities Dealers' listing
standards. The Audit Committee operates under a written charter adopted by the
Audit Committee and Board of Directors in 2000 and since that time, the Audit
Committee Charter has been reviewed annually. The Corporation's management is
responsible for its internal accounting controls and the financial reporting
process. The Corporation's independent auditors, Deloitte & Touche LLP, are
responsible for performing an independent audit of the Corporation's
consolidated financial statements in accordance with auditing standards
generally accepted in the United States and to issue a response thereon. The
Audit Committee's responsibility is to monitor and oversee these processes. In
keeping with its responsibility, the Audit Committee met three times in 2002.
The Audit Committee has reviewed and discussed the Corporation's
audited consolidated financial statements with management. In addition, the
Audit Committee has discussed with the Corporation's independent auditors the
matters required to be discussed by Statement on Auditing Standards No. 61, as
amended ("Communications with Audit Committees").
The Audit Committee has received the written disclosures and the letter
from the independent auditors required by Independence Standards Board Standard
No. 1, "Independence Discussions with Audit Committees", and has discussed with
the independent auditors their independence.
Based on the Audit Committee's discussions with management and the
independent auditors and the Audit Committee's review of the representations of
management and the report of the independent auditors, the Audit Committee
recommended to the Board of Directors that the audited financial statements be
included in Rand Capital Corporation's Annual Report and Form 10-K for the year
ended December 31, 2002 for filing with the Securities and Exchange Commission.
This report is respectfully submitted by the Audit Committee of the
Board of Directors.
Willis S. McLeese (Chairman)
Luiz F. Kahl
Ross B. Kenzie
Jayne K. Rand
The information provided in the preceding Audit Committee Report will
not be deemed to be "soliciting material" or "filed" with the Securities and
Exchange Commission or subject to Regulation 14A or 14C, or to the liabilities
of section 18 of the Securities Exchange Act, unless in the future the Company
specifically requests that the information be treated as soliciting material or
specifically incorporates it by reference into any filing under the Securities
Act or the Securities Exchange Act.
Proxy 6
Proxy Statement Rand Capital Corporation
EXECUTIVE OFFICERS
In addition to Mr. Grum, the executive officers of the Corporation
include:
DANIEL P. PENBERTHY, 39, has served as Treasurer of the Corporation
since August 1997. Mr. Penberthy is Senior Vice President since January 2002 and
continues to serve as the Chief Financial Officer. From 1993 to 1997, Mr.
Penberthy served as Chief Financial Officer for both the Greater Buffalo
Partnership (formerly the Chamber of Commerce) and the Greater Buffalo
Convention and Visitors Bureau. Prior thereto, from 1990 to 1993, Mr. Penberthy
served as a Senior Associate with the Greater Buffalo Development Foundation, a
regional business development organization. Prior to 1990, Mr. Penberthy was
employed by KPMG, a public accounting firm.
COMPENSATION
The following table sets forth information with respect to the
compensation paid or accrued by the Corporation in the 2002 fiscal year to each
director, and to each executive officer of the Corporation with aggregate
compensation from the Corporation in excess of $60,000. The Corporation is not
part of a fund complex.
AGGREGATE PENSION OR RETIREMENT BENEFITS ACCRUED
NAME AND POSITION COMPENSATION AS PART OF COMPANY EXPENSES
Allen F. Grum, President, Director....... $171,597 $9,966 (1)
Erland E. Kailbourne, Director........... $ 4,750 0
Ross B. Kenzie, Director................. $ 5,500 0
Willis S. McLeese, Director.............. $ 5,250 0
Reginald B. Newman, II, Director......... $ 5,500 0
Jayne K. Rand, Director.................. $ 5,750 0
Luiz F. Kahl, Director................... $ 4,500 0
Daniel P. Penberthy, Treasurer........... $100,279 $6,003 (1)
(1) Included within the indicated compensation payment of Corporation
contributions to the Corporation's 401(k) Profit Sharing Plan. To date
an aggregate of $97,580 has been deferred for payment to Mr. Grum and
Mr. Penberthy. Under the plan, participants may elect to contribute up
to 20% of their compensation on a pretax basis by salary reduction. For
eligible employees, the Corporation makes a flat contribution of 1% of
compensation and matches an eligible contribution of up to a maximum of
five percent (5%). In addition, the Corporation may contribute an
annual discretionary amount as determined by the Board of Directors. In
2002, the Corporation did not make a discretionary contribution to the
401(k) Plan.
DIRECTOR COMPENSATION
During 2002, under the Corporation's standard compensation arrangements
with directors, each non-employee director (other than the Chairman) received an
annual fee of $1,500 plus $750 for attendance at each meeting of the Board of
Directors and $250 for each meeting of a Committee. The Chairman of the Board,
Mr. Newman, receives an annual fee of $2,500.
Proxy 7
Proxy Statement Rand Capital Corporation
PROFIT SHARING AND STOCK OPTION PLANS
In July 2001, the shareholders of the Corporation authorized the
establishment of two stock option plans - the Employee Plan, and the
Non-Employee Director Plan. The Plans provide for an aggregate of 200,000 and
100,000 shares, respectively, to be awarded to eligible employees and
non-officer directors. No stock options have been awarded under either plan.
The Corporation has established a Profit Sharing Plan in accordance
with Section 57(n) of the Investment Company Act of 1940. This profit sharing
plan was required by the SBA in order to license Rand Capital SBIC, L.P. as a
small business investment company. Rand Capital Corporation adopted this
incentive compensation profit sharing plan for its officers for managing Rand
Capital SBIC, L.P. The Plan provides for an annual accrual amount based on the
net realized capital gains and unrealized depreciation of Rand Capital SBIC,
L.P. for the period. Participants in the Plan vest in the annual accrual amounts
over a four year period, beginning February 1, 2002 (commencement date). As long
as the Profit Sharing Plan is in effect, no options will be issued under the
Employee Plan or the Non-Employee Director Plan.
SECTION 16(a) BENEFICIAL OWNERSHIP COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires the
Corporation's directors and executive officers, and persons who own more than
ten percent of the Corporation's stock, to file with the Securities and Exchange
Commission initial reports of stock ownership and reports of changes to stock
ownership. Reporting persons are required by SEC regulations to furnish the
Corporation with all Section 16(a) reports they file.
To the Corporation's knowledge, based solely on review of the copies of
such reports furnished to the Corporation and written representations that no
other reports were required, all Section 16(a) filing requirements applicable to
its officers, directors and greater than ten percent beneficial owners were
complied with during the fiscal year ended December 31, 2002.
DIRECTORS' AND OFFICER'S LIABILITY INSURANCE
The Corporation has an insurance policy from American International
Specialty Lines Insurance Company that indemnifies (1) the Corporation for any
obligation incurred as a result of the Corporation's indemnification of its
directors and officers under the provisions of the New York Business Corporation
Law and the Corporation's Bylaws, and (2) the Corporation's directors and
officers as permitted under the New York State Business Corporation Law and the
Corporation's Bylaws. The policy covers all directors and officers of the
Corporation for 12 months ending December 2003 for a total premium of $43,000.
No sums have been paid to the Corporation or its officers under the insurance
contract.
Proxy 8
Proxy Statement Rand Capital Corporation
INDEPENDENT AUDITORS APPOINTMENT
Rand Capital Corporation's Audit Committee will appoint the independent
auditors to examine the accounts of the Corporation for the 2003 fiscal year.
The Committee approving such selection are not "interested persons" of the
Corporation as defined in the 1940 Act. Deloitte & Touche LLP audited the
accounts of the Corporation for the 2002 fiscal year.
AUDIT FEES
The Corporation engaged Deloitte & Touche LLP to perform an
audit of the Corporation's annual financial statements for the year
ended December 31, 2002 and the quarterly reviews of the financial
statements included in the Corporation's Forms 10-Q for an aggregate
audit fee of $45,600.
The Corporation also engaged Deloitte & Touche LLP to provide
tax and other non-audit related services for the year ended December
31, 2002 for an aggregate fee of $8,500. There were no services
rendered for financial information systems design and implementation
for the year ended December 31, 2002.
The Audit Committee of the Board of Directors has considered
the non-audit services provided by Deloitte & Touche LLP detailed
above, in evaluating their independence.
A representative of Deloitte & Touche LLP is expected to be
present at the annual meeting of shareholders and will be available to
respond to appropriate questions and will be given an opportunity to
make a statement if desired.
2. OTHER BUSINESS
The Corporation does not know of any other matters to come before the
meeting. However, if any other matters properly come before the meeting, it is
the intention of the persons designated as proxies to vote in accordance with
their best judgment on such matters.
Proxy 9
Proxy Statement Rand Capital Corporation
SHAREHOLDER PROPOSALS FOR THE 2004 ANNUAL MEETING
Shareholder proposals intended to be presented at the 2004 Annual Meeting of
Shareholders must be received at the Corporation's offices not later than
November 29, 2003, to be considered for inclusion in the Corporation's proxy
statement and form of proxy for that meeting.
By Order of the Board of Directors
Reginald B. Newman II
Chairman of the Board
March 28, 2003
IT IS IMPORTANT THAT PROXIES BE PROMPTLY RETURNED. SHAREHOLDERS ARE URGED TO
SIGN, DATE AND RETURN THE PROXY IN THE ENCLOSED ENVELOPE, TO WHICH NO POSTAGE
NEED BE AFFIXED IF MAILED IN THE UNITED STATES. IF YOU ATTEND THE MEETING YOU
MAY, IF YOU WISH, WITHDRAW YOUR PROXY AND VOTE IN PERSON.
Proxy 10
Proxy Statement Rand Capital Corporation
FINANCIAL STATEMENTS AVAILABLE
A copy of the Corporation's 2002 Annual Report containing audited
financial statements accompanies this Proxy Statement. Such consolidated
financial statements are hereby incorporated herein by reference.
THE CORPORATION WILL PROVIDE WITHOUT CHARGE TO EACH STOCKHOLDER UPON
WRITTEN REQUEST A COPY (WITHOUT EXHIBITS, UNLESS OTHERWISE REQUESTED) OF THE
CORPORATION'S ANNUAL REPORT ON FORM 10-K REQUIRED TO BE FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION ("SEC") FOR THE YEAR ENDED DECEMBER 31, 2002.
REQUESTS FOR COPIES SHOULD BE ADDRESSED TO INVESTOR RELATIONS, RAND CAPITAL
CORPORATION, 2200 RAND BUILDING, BUFFALO, NEW YORK, 14203. REQUESTS MAY ALSO BE
DIRECTED TO (716) 853-0802 OR TO edonaldson@randcapital.com ON THE INTERNET.
COPIES MAY ALSO BE ACCESSED ELECTRONICALLY BY MEANS OF THE SEC'S HOME PAGE ON
THE INTERNET AT HTTP://www.sec.gov.
FINAL PAGE OF PROXY
Proxy 11
RAND CAPITAL CORPORATION
2200 Rand Building
Buffalo, New York 14203
2003 PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Jayne K. Rand and Allen F. Grum as proxies,
each with the power to appoint a substitute, and hereby authorizes them to
represent and to vote as designated below all the shares of Common Stock of Rand
Capital Corporation (the "Company") held of record by the undersigned at the
annual meeting of shareholders to be held on April 24, 2003 or any adjournment
hereof.
1. ELECTION OF DIRECTORS:
Election of A.F. Grum; L.F. Kahl; E.E. Kailbourne; R.B. Kenzie; W.S.
McLeese; R.B. Newman II; and J.K. Rand
[ ] FOR all nominees [ ] WITHHOLD AUTHORITY
(except as marked to the contrary below) for all nominees
INSTRUCTIONS: To withhold authority to vote for an individual nominee,
write that nominee's name in the space provided below.
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2. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting.
(Continued from other side)
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THE PROXY WILL
BE VOTED FOR PROPOSAL 1.
Dated: , 2003
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Signature
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Signature (if held jointly)
Please sign exactly as names
appears to the left. When
signing as a Trustee, Executor
or Administrator, or Guardian,
give title as such. All joint
owners should sign. If a
corporation, please sign in full
corporate name by authorized
officer, giving title. If a
partnership, please sign in
partnership name by authorized
persons.
PLEASE DATE, SIGN AND PROMPTLY RETURN IN THE ENCLOSED ENVELOPE.