proxy2008.htm
SCHEDULE
14A
(RULE
14A-101)
SCHEDULE
14A INFORMATION
Proxy
Statement Pursuant to Section 14(a) of the Securities
Exchange
Act of 1934 (Amendment No. )
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 pursuant to Rule 14a-11(c) or Rule 14a-12.
UNICO
AMERICAN CORPORATION
____________________________________________________________
(Name of
Registrant as Specified in Its Charter)
____________________________________________________________
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:
__________________________________________________________________________________________________________________________________________
(2) Aggregate
number of securities to which transaction applies:
__________________________________________________________________________________________________________________________________________
(3) Per
unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11 (set forth the amount on which the filing fee is
calculated and state how it was determined):
___________________________________________________________________________________________________________________________________________(4) Proposed
maximum aggregate value of transaction:
___________________________________________________________________________________________________________________________________________
(5) 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:
__________________________________________________________________________________________________________________________________________
UNICO
AMERICAN CORPORATION
23251
Mulholland Drive
Woodland
Hills, California 91364-2732
_____________________
NOTICE OF
ANNUAL MEETING OF SHAREHOLDERS
To Be
Held Thursday, May 22, 2008
Dear
Shareholder:
You are
cordially invited to attend the Annual Meeting of Shareholders of Unico American
Corporation (the "Company") to be held at the Hilton Garden Inn, 24150 Park
Sorrento, Calabasas, California 91302, at 2:00 p.m. local time, to consider and
act upon the following matters:
|
1.
|
The
election of nine (9) directors to hold office until the next annual
meeting of shareholders and until their successors are elected and
qualified; and
|
|
2.
|
The
transaction of such other business as may properly be brought before the
meeting.
|
The Board
of Directors has fixed the close of business on April 11, 2008, as the record
date for the determination of shareholders who will be entitled to notice of and
to vote at the meeting. The voting rights of the shareholders are
described in the Proxy Statement.
IT IS
IMPORTANT THAT ALL SHAREHOLDERS BE REPRESENTED AT THE ANNUAL
MEETING. SHAREHOLDERS WHO DO NOT PLAN TO ATTEND THE MEETING IN PERSON
ARE REQUESTED TO VOTE, DATE, AND RETURN THE ENCLOSED PROXY IN THE ACCOMPANYING
POSTAGE-PAID AND ADDRESSED RETURN ENVELOPE. PROXIES ARE REVOCABLE AT
ANY TIME, AND SHAREHOLDERS WHO ARE PRESENT AT THE MEETING MAY WITHDRAW THEIR
PROXIES AND VOTE IN PERSON IF THEY SO DESIRE.
By Order
of the Board of Directors,
\s\ Erwin
Cheldin
Erwin Cheldin
Chairman
of the Board, President, and Chief
Executive Officer
Woodland
Hills, California
April 21,
2008
UNICO
AMERICAN CORPORATION
_____________________
PROXY
STATEMENT
______________________
ANNUAL
MEETING OF SHAREHOLDERS
May 22,
2008
This
Proxy Statement is furnished in connection with the solicitation of proxies by
the Board of Directors of Unico American Corporation, a Nevada corporation (the
"Company"), for use at the Annual Meeting of Shareholders of the Company to be
held at the Hilton Garden Inn, 24150 Park Sorrento, Calabasas, California 91302,
on May 22, 2008, at 2:00 p.m. local time. Accompanying this Proxy
Statement is a proxy card, which you may use to indicate your vote as to each of
the proposals described in this Proxy Statement.
All
proxies that are properly completed, signed, and returned to the Company prior
to the Annual Meeting and which have not been revoked, will be
voted. A shareholder may revoke his or her proxy at any time before
it is voted either by filing with the Secretary of the Company at its principal
executive offices a written notice of revocation or a duly executed proxy
bearing a later date, or by appearing in person at the Annual Meeting and
expressing a desire to vote his or her shares in person.
The close
of business on April 11, 2008, has been fixed as the record date for the
determination of shareholders entitled to notice of and to vote at the Annual
Meeting or any adjournment thereof. As of the record date, the
Company had outstanding 5,625,308 shares of common stock, the only outstanding
voting security of the Company. For each share held on the record
date, a shareholder is entitled to one vote on all matters to be considered at
the Annual Meeting. The Company's Articles of Incorporation do not
provide for cumulative voting. Directors are elected by a plurality
of the votes cast and abstentions and broker non-votes are counted for the
purposes of determining the existence of a quorum at the meeting but not for
purposes of determining the results of the vote.
The
Company will bear the cost of the Annual Meeting and the cost of soliciting
proxies, including the cost of preparing, assembling and mailing the proxy
material. In addition to solicitation by mail, officers and other
employees of the Company may solicit proxies by telephone, facsimile, or
personal contact without additional compensation.
The
Company's principal executive offices are located at 23251 Mulholland Drive,
Woodland Hills, California 91364-2732. The approximate mailing date
of this Proxy Statement and the Company's proxy card is April 21,
2008.
ELECTION
OF DIRECTORS
The
Company's By-Laws provide for a range of three to eleven directors and allow the
Board of Directors to set the exact number of authorized directors within that
range. Effective with the Annual Meeting of Shareholders scheduled
for May 22, 2008, the Board of Directors increased the authorized number of
directors established by the Board of Directors from seven (7) to nine (9) and
authorized the nomination of Terry L. Kinigstein and Jon P. Kocourek to fill the
vacancies created by the increase in the authorized number of
Directors. Directors are elected at each Annual Meeting of
Shareholders to serve thereafter until their successors have been duly elected
and qualified. Except for Messrs. Kinigstein and Kocourek, each
nominee is currently a director having served in that capacity since the date
indicated in the following table. All nominees have advised the
Company that they are able and willing to serve as directors. If any
nominee refuses or is unable to serve (an event which is not anticipated), the
persons named in the accompanying proxy card will vote for another person
nominated by the Board of Directors. Unless otherwise directed in the
accompanying proxy card, the persons named therein will vote FOR the election of
the nine nominees listed in the following table.
The
following table provides certain information as of April 11, 2008, for each
person nominated for election as a director, which includes all executive
officers of the Company:
|
Name
|
Age
|
Present
Position with Company or
Principal Occupation and Prior
History
|
First
Elected
Director
|
|
Erwin
Cheldin
|
76
|
President
and Chief Executive Officer since 1969. Chairman of the Board
since 1987.
|
1969
|
|
Cary
L. Cheldin
|
51
|
Executive
Vice President since 1991. Vice President 1986 to 1991 and
Secretary 1987 to 1991.
|
1983
|
|
Lester
A. Aaron, CPA
|
62
|
Treasurer
and Chief Financial Officer since 1985. Secretary 1991 to
1992.
|
1985
|
|
Terry
L. Kinigstein
|
62
|
Nominated
to serve on the Board of Directors. General Counsel since
2002. Vice President and Secretary since 2008. Mr.
Kinigstein has 30 years of experience as an attorney in private practice
performing transactional work and litigation prior to joining the
Company.
|
-
|
|
George
C. Gilpatrick
|
63
|
Retired
from the Company in April 2008. Formerly Vice President,
Management Information Systems since 1981 and Secretary since
1982.
|
1985
|
|
David
A. Lewis, CPCU
|
86
|
Retired
insurance executive with over 40 years’ insurance
experience. The last 27 years were with the Transamerica Group
of insurance companies.
|
1989
|
|
Warren
D. Orloff
|
73
|
Retired
actuary with over 40 years’ experience specializing in retirement
plans. From 1990 until retiring in 1997, he was an independent
actuarial consultant for pension administration firms. He is a
Fellow of Society of Actuaries, Fellow of Conference of Consulting
Actuaries, and member of Academy of Actuaries.
|
2001
|
|
Donald
B. Urfrig
|
66
|
Consulting
engineer in the areas of project management and integrated product
development since 1996. In addition, he is also a private
investor and owner of commercial and agricultural businesses for the past
35 years. From 1963 to 1996 he worked in the aerospace industry
in both technical and management positions.
|
2001
|
|
Jon
P. Kocourek
|
53
|
Nominated
to serve on the Board of Directors. Simi-retired insurance
executive with over 28 years experience in the reinsurance
business. The last 7 years were with Willis Re, Inc.,
reinsurance brokers. Currently works part-time as a consultant
in the insurance/reinsurance industry.
|
-
|
Messrs.
Erwin Cheldin, Cary L. Cheldin, Aaron and Gilpatrick constituted all of the
executive officers of the Company during 2007. Mr. Gilpatrick ceased
being an executive officer of the Company upon his retirement in April
2008. Except for Cary L. Cheldin, who is the son of Erwin Cheldin,
none of the executive officers or directors of the Company are related to any
other officer or director of the Company. The executive officers of
the Company are elected by the Board of Directors. Messrs. Cary L.
Cheldin and Lester A. Aaron each serves in his present office pursuant to an
employment agreement with the Company. The employment agreement of
Cary L. Cheldin terminates December 31, 2012, and the employment agreement of
Mr. Aaron expires December 31, 2010. Erwin Cheldin serves as
President, Chairman of the Board of Directors, and Chief Executive Officer of
the Company at the pleasure of the Board of Directors
Messrs. Erwin
Cheldin, Cary L. Cheldin, Lester A. Aaron, and George C. Gilpatrick who hold
approximately 50.001% of the voting power of the Company have agreed to vote the
shares of common stock held by each of them so as to elect each of them to the
Board of Directors and to vote on all other matters as they may
agree. As a result of this Agreement, the Company is a “Controlled
Company” as defined in the NASDAQ Stock Market (“NASDAQ”) Marketplace Rule
4350(c)(5). A Controlled Company is exempt from the requirements of
NASDAQ Marketplace Rule 4350(c) requiring that (i) the Company have a majority
of independent directors on the Board of Directors, (ii) the Compensation
Committee be composed solely of independent directors, (iii) the compensation of
the executive officers be determined by a majority of the independent directors
or a compensation committee comprised solely of independent directors and (iv)
director nominees be elected or recommended either by a majority of the
independent directors or a nominating committee comprised solely of independent
directors. The Board of Directors determined that Mr. Kocourek will
be, upon election, and Messers. Lewis, Orloff, and Urfrig are independent
directors as defined by NASDAQ listing standards. In reaching the
conclusion that Mr. Kocourek will be an independent director, the Board of
Directors considered the fact that he is rendering consulting services in the
insurance/reinsurance industry including consulting to Willis Re, Inc., a
reinsurance broker to the Company.
During
the year ended December 31, 2007, the Company's Board of Directors held one
meeting. Non-employee directors met without any management directors
or employees present four times during the year ended December 31,
2007. Non-employee directors receive $2,000 each quarter as
compensation for the committee meetings they attend and $1,000 for each board
meeting they attend. All incumbent directors attended 100% of the
combined total meetings of the Board of Directors and the committees on which
they served.
Director
Compensation
The
compensation of the Company’s non-employee directors for the last completed
fiscal year is as follows:
|
Name
|
Fees
Earned or Paid in
Cash
$
|
Total
$
|
|
|
|
|
|
David
A. Lewis, CPCU
|
9,000
|
9,000
|
|
Warren
D. Orloff
|
9,000
|
9,000
|
|
Donald
B. Urfrig
|
9,000
|
9,000
|
Committees of the Board of
Directors
The Board
of Directors has established an Audit Committee in accordance with Section
3(a)(58)(A) of the Securities Exchange Act of 1934 presently consisting of David
A. Lewis, Warren D. Orloff, and Donald B. Urfrig. The Audit Committee
of the Board of Directors oversees the accounting and financial reporting
processes of the Company and the audits of its financial
statements. The Audit Committee, which has a written charter, met
four times during the year ended December 31, 2007, and held one meeting
subsequent to the year ended December 31, 2007, to discuss accounting and
financial statement matters related to the year ended December 31,
2007. Messrs. Lewis, Orloff, and Urfrig are independent in compliance
with the independent standards applicable to audit committee members contained
in the NASDAQ listing standards. The Board of Directors has
determined that the Company does not have an “Audit Committee Financial Expert”
as defined by the SEC serving on the Audit Committee. The Board of
Directors believes that the members of the Audit Committee are able to read and
understand financial statements of the Company, are familiar with the Company
and its business, and are capable of fulfilling the duties and responsibilities
of an Audit Committee without the necessity of having an “Audit Committee
Financial Expert” as a member.
The Board
of Directors has also established a Compensation Committee presently consisting
of Messrs. Cary L. Cheldin, Aaron, and Orloff. Messrs. Cary L.
Cheldin and Aaron are executive officers of the Company and Cary L. Cheldin is
the son of Erwin Cheldin, chief executive officer of the
Company. This Committee considers and recommends to the Board of
Directors compensation for executive officers. The Compensation
Committee held one meeting during the year ended December 31,
2007. The Compensation Committee does not have a
charter.
The
Company does not have a Nominating Committee of the Board of
Directors. The Board of Directors will, as of the Annual Meeting of
Shareholders, consist of nine members. Since four directors, of which
three are presently executive officers, control approximately 50% of the voting
power of the outstanding common stock of the Company, the Board of Directors
believes that it is appropriate not to have a Nominating
Committee. If there were a new nominee for Director to be considered,
it is expected that all of the directors would participate in the
process. Executive officers of the Company recommended to the Board
of Directors that Terry L. Kinigstein and Jon P. Kocourek be nominated to be
elected directors to fill the vacancies to be created by the increase in the
number of directors from seven to nine effective with the Annual Meeting of
Shareholders scheduled for May 22, 2008. The Board of Directors does
not have a formal policy with regard to the consideration of any director
candidates recommended by shareholders. The Board of Directors,
however, would consider qualified nominees recommended by
shareholders. Shareholders who wish to recommend a qualified nominee
should submit complete information as to the identity and qualifications of the
person recommended to the Secretary of the Company at 23251 Mulholland Drive,
Woodland Hills, California 91364-2732. Absent special circumstances,
the Board of Directors will continue to nominate qualified incumbent directors
whom the Board of Directors believes will continue to make important
contributions to the Board of Directors. The Board generally requires
that nominees be persons of sound ethical character, be able to represent all
shareholders fairly, have no material conflicts of interest, have demonstrated
professional achievement, have meaningful experience, and have a general
appreciation of the major business issues facing the Company. The
Board of Directors does not have a formal process for identifying and evaluating
nominees for director.
Communications
with the Board of Directors
The
Company provides a process for shareholders to send communications to the Board
of Directors or any of the directors. Shareholders may send written
communications to the Board of Directors or any director, c/o Secretary, Unico
American Corporation, 23251 Mulholland Drive, Woodland Hills, California
91364. All communications will be compiled by the Secretary of the
Company and submitted to the members of the Board of Directors or to the
individual director to whom it was addressed on a periodic basis. The
Company does not have a policy with regard to directors’ attendance at the
Annual Meeting of Shareholders. Three of the directors attended the
2007 Annual Meeting of Shareholders.
Code
of Ethics
The
Company has adopted a Code of Ethics that applies to its principal executive
officer, principal financial officer, principal accounting officer or
controller, or persons performing similar functions. A copy of the
Code of Ethics may be obtained, without charge, upon written request to the
Secretary, Unico American Corporation, 23251 Mulholland Drive, Woodland Hills,
California 91364.
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The
following table sets forth, as of April 11, 2008, the names and holdings of all
persons who are known by the Company to own beneficially more than 5% of its
outstanding common stock, its only class of outstanding voting securities, and
the beneficial ownership of such securities held by each director, nominee for
director, and all Executive Officers and nominees for director as a
group. Unless otherwise indicated, the Company believes that each of
the persons and entities set forth below has the sole power to vote and dispose
of the shares listed opposite his or its name as beneficially owned by him or
it.
|
Name and Address of Beneficial
Owner
|
|
Amount
Beneficially Owned
|
|
|
Percent
Of
Class
|
|
|
|
|
|
|
|
|
|
|
Certain Beneficial Owners
|
|
|
|
|
|
|
|
Erwin
Cheldin (1)
23251
Mulholland Drive, Woodland Hills, CA 91364
|
|
|
2,352,545 |
|
|
|
41.8 |
% |
|
|
|
|
|
|
|
|
|
|
|
Schwartz
Investment Counsel, Inc., and Schwartz Investment Trust, on behalf of its
series Funds, Schwartz Value Fund, and Ave Maria Catholic Values Fund
(2)
3707
W. Maple Rd., Suite 100, Bloomfield Hills, MI
48301
|
|
|
527,245 |
|
|
|
9.4 |
% |
|
|
|
|
|
|
|
|
|
|
|
Dimensional
Fund Advisors, Inc. (3)
1299
Ocean Avenue, Santa Monica, CA 90401
|
|
|
506,077 |
|
|
|
9.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
FMR
Corp. (4)
82
Devonshire Street, Boston, MA 02109
|
|
|
309,000 |
|
|
|
5.5 |
% |
|
|
|
|
|
|
|
|
|
|
|
Executive Officers, Directors, and Nominees for
Director
|
|
|
|
|
|
|
|
|
|
Erwin
Cheldin (1)
|
|
|
2,352,545 |
|
|
|
41.8 |
% |
|
Cary
L. Cheldin (1)
|
|
|
204,860 |
|
|
|
3.6 |
% |
|
Lester
A. Aaron (1)
|
|
|
150,567 |
|
|
|
2.7 |
% |
|
George
C. Gilpatrick (1)
|
|
|
104,717 |
|
|
|
1.9 |
% |
|
David
A. Lewis
|
|
|
3,000 |
|
|
|
0.1 |
% |
|
Warren
D. Orloff
|
|
|
0 |
|
|
|
0.0 |
% |
|
Donald
B. Urfrig
|
|
|
25,000 |
|
|
|
0.4 |
% |
|
Terry
L. Kinigstein
|
|
|
0 |
|
|
|
0.0 |
% |
|
Jon
P. Kocourek
|
|
|
0 |
|
|
|
0.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
All
executive officers and director nominees as a
group
(9 persons)
|
|
|
2,840,689 |
|
|
|
50.5 |
% |
|
(1)
|
Messrs.
Erwin Cheldin, Cary L. Cheldin, Lester A. Aaron, and George C. Gilpatrick
have agreed to vote all of the shares of common stock owned by them
aggregating 2,812,689 shares or approximately 50.001% of the outstanding
common stock so as to elect each of them to the Board of Directors and to
vote on all other matters as they may agree. The agreement
terminates upon the earlier of such time as the group owns less than 50%
of the outstanding shares of the common stock of the Company or April 15,
2019. Because of his stock holdings, Erwin Cheldin may be
deemed a “parent” (as defined in the Securities Exchange Act of 1934) of
the Company.
|
|
|
(2)
|
Per
Schedule 13G dated February 11,
2008.
|
|
|
(3)
|
Per
Schedule 13G dated February 6,
2008.
|
|
|
(4)
|
Per
Schedule 13G dated February 14, 2000. Of the 309,000 shares
beneficially owned, FMR Corp. does not have sole or shared voting power
over the shares and has sole power to dispose or to direct the disposition
of 309,000 shares.
|
EXECUTIVE
COMPENSATION AND OTHER INFORMATION
Summary
of Executive Compensation
Summary Compensation
Table
The
following table sets forth information for year ended December 31, 2007, and
December 31, 2006, as to executive compensation paid to the principal executive
officer and the Company’s two most highly compensated officers other than the
principal executive officer who were serving as executive officers as of the end
of the last completed fiscal year.
|
Name and Principal Position
|
Year
|
|
Salary
|
|
|
Bonus
|
|
|
All
Other
Compensation (1)
|
|
|
Total
|
|
|
|
|
|
($)
|
|
|
($)
|
|
|
($)
|
|
|
($)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Erwin
Cheldin
|
2007
|
|
|
309,000 |
|
|
|
27,000 |
|
|
|
63,036 |
|
|
|
399,036 |
|
|
President,
Chief Executive Officer, and Chairman of the Board
|
2006
|
|
|
309,000 |
|
|
|
30,000 |
|
|
|
62,919 |
|
|
|
401,919 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cary
L. Cheldin
|
2007
|
|
|
308,777 |
|
|
|
54,000 |
|
|
|
63,036 |
|
|
|
425,813 |
|
|
Executive
Vice President
|
2006
|
|
|
297,400 |
|
|
|
300,000 |
|
|
|
59,165 |
|
|
|
656,565 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Lester
A. Aaron
|
2007
|
|
|
207,346 |
|
|
|
49,500 |
|
|
|
57,391 |
|
|
|
314,237 |
|
|
Treasurer and Chief Financial Officer |
2006
|
|
|
204,820 |
|
|
|
114,000 |
|
|
|
53,798 |
|
|
|
372,618 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
See
All Other Compensation table below.
|
All Other
Compensation
The table
below summarizes All Other Compensation paid or earned by the named executive
officers for the years ended December 31, 2007, and December 31,
2006
|
Name
|
Year
|
|
Perquisites
and Other Personal Benefits
(1)
|
|
|
Contributions
to Retirement Plans
(2)
|
|
|
Total
|
|
|
|
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Erwin
Cheldin
|
2007
|
|
|
17,036 |
|
|
|
46,000 |
|
|
|
63,036 |
|
|
|
2006
|
|
|
18,919 |
|
|
|
44,000 |
|
|
|
62,919 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cary
L. Cheldin
|
2007
|
|
|
17,036 |
|
|
|
46,000 |
|
|
|
63,036 |
|
|
|
2006
|
|
|
15,165 |
|
|
|
44,000 |
|
|
|
59,165 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Lester
A. Aaron
|
2007
|
|
|
11,391 |
|
|
|
46,000 |
|
|
|
57,391 |
|
|
|
2006
|
|
|
9,798 |
|
|
|
44,000 |
|
|
|
53,798 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
Represents
payments for health insurance for Erwin Cheldin in 2007 and health
insurance of $15,165 and club dues of $3,754 in
2006. Represents payments for health insurance for Cary L.
Cheldin, and Lester A. Aaron.
|
|
(2)
|
Represents
amounts contributed or accrued to the person’s account under the Company’s
Profit Sharing Plan and the Company’s Money Purchase Plan, all of which
are vested. During the year 2007, the amount
contributed to each executive officer’s account under the Profit Sharing
Plan and Money Purchase Plan was $33,750 and $12,250,
respectively. During the year 2006, the amount contributed to
each executive officer’s account under the Profit Sharing Plan and Money
Purchase Plan was $31,500 and $12,500, respectively. The
Company’s Profit Sharing Plan and Money Purchase Plan both have a March 31
fiscal year end (see “Retirement
Plans”).
|
Employment
Agreements
|
The
Company has employment agreements with Cary L. Cheldin and Lester A.
Aaron.
|
|
Cary L. Cheldin
- The Company entered into an employment agreement with Cary L. Cheldin
that became effective on May 15, 2006. That agreement had a
term of five years. On March 17, 2008, the Company entered into
a new employment agreement with Cary L. Cheldin that became effective on
December 15, 2007. The new agreement supersedes the prior employment
agreement. The agreement is for a term beginning December 15,
2007, and ending December 31, 2012. This agreement is
terminable by the Company or Mr. Cheldin at any time upon written
notice. Mr. Cheldin’s agreement provides for, among other
things:
|
|
·
|
An
annual base salary of no less than $297,400. The annual base
salary is subject to increase from time to time at the discretion of the
Board of Directors.
|
|
·
|
An
annual bonus provided that the Company’s consolidated net income (prior to
deductions for income taxes and current bonuses paid to all executive
officers of Company, including Mr. Cheldin, but after deducting
discretionary bonuses paid to all employees) for the most recent four
fiscal quarters ending prior to such payment date is equal to or greater
than $4 million. The amount of the bonus is determined by the
Board of Directors, in its discretion, but it is not to be less than
$54,000, less any amounts paid as a discretionary bonus since the
immediately preceding January. The agreement does not prevent
the Board of Directors from electing, in its discretion, to grant a
discretionary bonus in the event the net income goal of $4 million is not
met.
|
|
·
|
Mr.
Cheldin is entitled to employment benefits, including holidays, personal
leave, sick leave, vacation, health insurance, disability insurance, life
insurance, and pension plans as provided by the Company’s policies in
effect from time to time. The disability insurance is required
to be in an amount sufficient to provide compensation to Mr. Cheldin, if
disabled, equal to 70% of the compensation that Mr. Cheldin would be
entitled to under the agreement. Benefits cannot be reduced
from those provided to Mr. Cheldin as of December 15, 2007. If
the agreement is terminated by the Company for cause or by Mr. Cheldin for
other than a breach by the Company, payments of base salary, bonus, and
benefits shall cease. Mr. Cheldin is entitled only to payments
of accrued but unpaid salary and vacation for periods or partial periods
that occurred prior to the date of termination. Cause, as
defined in the agreement, includes chronic alcohol or drug addiction by
Mr. Cheldin, fraud or unlawful appropriation of any money or other assets
or properties of the Company by Mr. Cheldin, a material breach by Mr.
Cheldin of the terms of his employment agreement which is not cured within
ten (10) days after the Company has given Mr. Cheldin written notice
describing such material breach, the conviction of Mr. Cheldin of any
felony involving moral turpitude or any other serious crime involving
moral turpitude, Mr. Cheldin's gross moral turpitude relevant to his
office or employment with the Company, and Mr. Cheldin's willful
engagement in misconduct which is demonstrably and materially injurious to
the Company.
|
|
·
|
If
the agreement is terminated by the Company without cause or by Mr. Cheldin
on account of a breach of the agreement by the Company, Mr. Cheldin is
entitled to (a) immediate payment in full of his salary for the remainder
of the term of the agreement, without discount or mitigation, (b) his
bonus for the remainder of the term of the agreement (without giving
effect to the termination), and (c) his benefits for the remainder of the
term of the agreement (without giving effect to the
termination).
|
|
·
|
The
Company has the option to terminate the agreement if Mr. Cheldin becomes
permanently disabled and is no longer able to perform the essential
functions of his position with reasonable accommodation, provided that the
Company has provided the required disability insurance benefit as part of
his benefits. The agreement terminates on the death of Mr.
Cheldin, which is not considered a termination by the Company without
cause.
|
|
The
following table quantifies estimated payments and benefits described above
to which Mr. Cheldin would be entitled to under his employment agreement
if his employment had been terminated on December 31, 2007, by the Company
without cause or by Mr. Cheldin on account of a breach of the agreement by
the Company.
|
|
Salary
|
$1,487,000
|
|
Bonus
|
270,000
|
|
Benefits
|
85,180
|
|
Pension
Plans
|
230,000
|
|
Total
|
$2,072,180
|
|
Lester A. Aaron
- The Company entered into an employment agreement with Lester
A. Aaron that became effective on May 15, 2006. That agreement
had a term of three years. On March 17, 2008, the Company
entered into a new employment agreement with Lester A. Aaron that became
effective on December 15, 2007. The new agreement supersedes
the prior employment agreements. The agreement is for a term
beginning December 15, 2007, and ending December 31, 2010. This
agreement is terminable by the Company or Mr. Aaron at any time upon
written notice. Mr. Aaron’s agreement provides for, among other
things:
|
|
·
|
An
annual base salary of no less than $199,500. The annual base
salary is subject to increase from time to time at the discretion of the
Board of Directors.
|
|
·
|
An
annual bonus provided that the Company’s consolidated net income (prior to
deductions for income taxes and current bonuses paid to all executive
officers of Company, including Mr. Aaron, but after deducting
discretionary bonuses paid to all employees) for the most recent four
fiscal quarters ending prior to such payment date is equal to or greater
than $4 million. The amount of the bonus is determined by the
Board of Directors, in its discretion, but it is not to be less than
$49,500, less any amounts paid as a discretionary bonus since the
immediately preceding January. The agreement does not prevent
the Board of Directors from electing, in its discretion, to grant a
discretionary bonus in the event the net income goal of $4 million is not
met.
|
|
·
|
Mr.
Aaron is entitled to employment benefits, including holidays, personal
leave, sick leave, vacation, health insurance, disability insurance, life
insurance, and pension plans as provided by the Company’s policies in
effect from time to time. The disability insurance is required
to be in an amount sufficient to provide compensation to Mr. Aaron, if
disabled, equal to 70% of the compensation that Mr. Aaron would be
entitled to under the agreement. Benefits cannot be reduced
from those provided to Mr. Aaron as of December 15, 2007. If
the agreement is terminated by the Company for cause or by Mr. Aaron for
other than a breach by the Company, payments of base salary, bonus, and
benefits shall cease. Mr. Aaron is entitled only to payments of
accrued but unpaid salary and vacation for periods or partial periods that
occurred prior to the date of termination. Cause, as defined in
the agreement, includes chronic alcohol or drug addiction by Mr. Aaron,
fraud or unlawful appropriation of any money or other assets or properties
of the Company by Mr. Aaron, a material breach by Mr. Aaron of the terms
of his employment agreement which is not cured within ten (10) days after
the Company has given Mr. Aaron written notice describing such material
breach, the conviction of Mr. Aaron of any felony involving moral
turpitude or any other serious crime involving moral turpitude, Mr.
Aaron's gross moral turpitude relevant to his office or employment with
the Company, and Mr. Aaron's willful engagement in misconduct which is
demonstrably and materially injurious to the
Company.
|
|
·
|
If
the agreement is terminated by the Company without cause or by Mr. Aaron
on account of a breach of the agreement by the Company, Mr. Aaron is
entitled to (a) immediate payment in full of his salary for the remainder
of the term of the agreement, without discount or mitigation, (b) his
bonus for the remainder of the term of the agreement (without giving
effect to the termination), and (c) his benefits for the remainder of the
term of the agreement (without giving effect to the
termination).
|
|
·
|
The
Company has the option to terminate the agreement if Mr. Aaron becomes
permanently disabled and is no longer able to perform the essential
functions of his position with reasonable accommodation, provided that the
Company has provided the required disability insurance benefit as part of
his benefits. The agreement terminates on the death of Mr.
Aaron, which is not considered a termination by the Company without
cause.
|
|
Salary
|
$598,500
|
|
Bonus
|
148,500
|
|
Benefits
|
34,173
|
|
Pension
Plans
|
138,000
|
|
Total
|
919,173
|
Option/SAR
Grants in Last Fiscal Year
No stock
options or stock appreciation rights were granted to any named executive officer
during the year ended December 31, 2007.
Options/SAR
Exercises in Last Fiscal Year and Unexercised Options/SAR at Fiscal Year
End
No stock
options or stock appreciation rights were exercised by any named executive
officer during the year ended December 31, 2007, and no options or stock
appreciation rights were held by any named executive officer at December 31,
2007.
Omnibus
Stock Plan
The
Company’s 1999 Omnibus Stock Plan (the “1999 Plan”) that covers 500,000 shares
of the Company’s common stock (subject to adjustment in the case of stock
splits, reverse stock splits, stock dividends, etc.) was adopted by the Board of
Directors in March 1999 and approved by shareholders on June 4,
1999. The 1999 Plan is divided into a Stock Option Program under
which eligible persons may be granted options to purchase shares of common
stock, a Stock Appreciation Program under which eligible persons may be granted
the right to receive a payment in the form of cash, stock or a combination of
the foregoing, and a Restricted Stock Program under which eligible persons may
be issued shares of common stock directly either through an immediate purchase
or as a bonus. The 1999 Plan and each program are administered by the
Board of Directors or a committee authorized by the Board and consisting of at
least two directors each of whom is not an officer or employee of the Company
and meets the qualifications set forth in Rule 16b-3 promulgated under the
Securities Exchange Act of 1934, as amended. Presently, the 1999 Plan
is being administered by the Board of Directors.
Employees,
consultants, advisors, and directors of the Company are eligible to participate
in the 1999 Plan. However, only employees are entitled to receive
“incentive stock options” (as provided in Section 422 of the Internal Revenue
Code of 1986, as amended) under the Stock Option Program. Under the
Stock Option Program, both incentive stock options and options which do not
qualify as incentive stock options may be granted. The term of an
option may not exceed ten years (or five years in the case of the grant of an
incentive stock option to a holder of more than ten percent (10%) of the
outstanding common stock). The exercise price per share of common
stock under an option may not be less than the fair market value of the common
stock on the date of the option grant. In the case of the grant of an
incentive stock option to a holder of more than 10% of the outstanding common
stock, the exercise price may not be less than 110% of the fair market value of
the common stock on the date of the option grant. Under the Stock
Appreciation Program, stock appreciation rights may be granted separately or in
tandem with a stock option. Stock appreciation rights entitle the
holder thereof to receive upon exercise of such right without payment to the
Company an amount which is not greater than the fair market value of a share of
common stock on the date of exercise of the stock appreciation right over the
fair market value of a share of common stock on the date of grant of the stock
appreciation right. Under the Restricted Stock Program, the Company
may issue shares of its common stock directly to eligible persons for
consideration consisting of cash, notes, or past services rendered by the
recipient. The purchase price of the shares may not be less than the
fair market value of the Company’s common stock on the date of
issue. If a recipient terminates his or her employment or other
arrangements with the Company before the shares are fully vested, then the
recipient is required to surrender to the Company for cancellation all unvested
shares and the Company must repay the recipient cash or cash equivalent
consideration paid by him or her for those unvested shares and cancel the unpaid
principal balance, if any, on any promissory notes attributable to surrender the
shares.
In the
event of a “change of control event” as defined in the 1999 Plan, all unvested
options, stock appreciation rights and restricted stock issuances will
immediately become exercisable or vest, as the case may be. The 1999
Plan administrator may override the acceleration of these rights either in the
agreement setting forth those rights or prior to the “change of control
event.” A “change of control event” occurs if (a) more than twenty
percent (20%) of the Company’s common stock or combined voting power is acquired
by a person or entity other than Mr. Erwin Cheldin, the Company or an
employee benefit plan of the Company, but not including any acquisition directly
from the Company; (b) a majority of the Company’s Board of Directors ceases to
consist of the present directors or persons whose election or nomination was
approved by a majority of the then incumbent Board of Directors (excluding any
director who assumes his or her position as a result of an actual or threatened
proxy contest); (c) the Company is reorganized, merged, or consolidated into
another entity; or (d) the shareholders approve the liquidation or dissolution
of the Company or the sale of all or substantially all of its assets; unless
with respect to (c) or (d), after the event more than eighty percent (80%) of
the common stock or the outstanding voting securities of the Company, the
surviving company or the company that purchases the Company’s assets is still
held by persons who were formerly the shareholders of the Company, and no person
or entity other than Mr. Erwin Cheldin, the Company, any employee benefit plan
of the Company or the resulting company or a twenty percent (20%) shareholder
prior to the transaction holds more then twenty percent (20%) of such company’s
common stock or combined voting power.
All
outstanding options, stock appreciation rights and/or unvested stock issuances
under the 1999 Plan will terminate upon consummation of (a) a dissolution
of the Company or (b) in case no provision has been made for the survival,
substitution, exchange, or other settlement of any outstanding option, stock
appreciation rights and/or unvested stock issuances, a merger or consolidation
of the Company with another corporation in which the shareholders of the Company
immediately prior to the merger will own less than a majority of the outstanding
voting securities of the surviving corporation after the merger, or a sale of
all or substantially all of the assets and business of the Company to another
corporation.
Equity
Compensation Plan Information
The
following table shows the total number of outstanding options and shares
available for other future issuance of options under the Company’s equity
compensation plans as of December 31, 2007.
|
Plan Category
|
Number
of securities to be issued upon exercise of outstanding options, warrants, and rights
|
Weighted-average
exercise price of outstanding options, warrants and rights
|
Number
of securities remaining available for future issuance under equity
compensation plans (excluding securities reflected in column (a))
|
|
|
(a)
|
(b)
|
(c)
|
|
Equity
compensation plans approved by security holders:
|
|
|
|
|
1999
Omnibus Stock Plan
|
124,650
|
$6.065
|
225,500
|
|
|
|
|
|
|
Equity
compensation plans not approved by security holders:
|
0
|
0
|
0
|
|
|
|
|
|
|
Total
|
124,650
|
$6.065
|
225,500
|
Retirement
Plans
Profit
Sharing Plan
During
the fiscal year ended March 31, 1986, the Company adopted the Unico American
Corporation Profit Sharing Plan. Company employees who are at least
21 years of age and have been employed by the Company for at least two years are
participants in such Plan. Pursuant to the terms of such Plan, the
Company annually contributes for the account of each participant an amount equal
to a percentage of the participant's eligible compensation as determined by the
Board of Directors. Participants must be employed by the Company on
the last day of the plan year to be eligible for
contribution. Participants are entitled to receive distribution of
benefits under the Plan upon retirement, termination of employment, death, or
disability.
Money
Purchase Plan
During
the year ended December 31, 1999, the Company adopted the Unico American
Corporation Money Purchase Plan. This plan covers the named executive
officers of the Company and George C. Gilpatrick. Pursuant to the
terms of such Plan, the Company annually contributes to the account of each
participant an amount equal to a percentage of the participant's eligible
compensation as determined by the Board of Directors. However,
amounts contributed to the Unico American Corporation Profit Sharing Plan will
be considered first in determining the actual amount available under the
Internal Revenue Service maximum contribution limits. Participants
must be employed by the Company on the last day of the plan year to be eligible
for contribution. Participants are entitled to receive distribution
of benefits under the Plan upon retirement, termination of employment, death, or
disability.
Report
of the Audit Committee
Neither
the following report of the Audit Committee nor any other information included
in this Proxy Statement pursuant to Item 7(d)(3) of Schedule 14A promulgated
under the Securities Exchange Act of 1934 or pursuant to Item 407(d)1-3 of
Regulation S-K constitutes “soliciting material” and none of such information
should be deemed to be “filed” with the Securities and Exchange Commission or
incorporated by reference into any other filing of the Company under the
Securities Act of 1933 or the Securities Exchange Act of 1934, except to the
extent that the Company specifically incorporates such information by reference
in any of those filings.
Management
is responsible for the Company’s financial reporting process including its
system of internal control and for the preparation of consolidated financial
statements in accordance with U.S. generally accepted accounting principles
(GAAP). The Company’s independent auditors are responsible for
auditing those financial statements. Our responsibility is to monitor
and oversee these processes. It is not our duty or our responsibility
to conduct auditing or accounting reviews or auditing or accounting
procedures. We are not employees of the Company; and we may not be,
and we may not represent ourselves to be or to serve as, accountants or auditors
by profession or experts in the fields of accounting or
auditing. Therefore, we have relied on management’s representation
that the financial statements have been prepared with integrity and objectivity
and in conformity with GAAP and on the representations of the independent
auditors included in their report on the Company’s financial
statements. Our oversight does not provide us with an independent
basis to determine that management has maintained appropriate accounting and
financial reporting principles or policies, or appropriate internal controls and
procedures designed to assure compliance with accounting standards and
applicable laws and regulations. Furthermore, our considerations and
discussions with management and the independent auditors do not assure that the
Company’s financial statements are presented in accordance with GAAP, that the
audit of the Company’s financial statements has been carried out in accordance
with auditing standards generally accepted in the United States of America, or
that the Company’s independent accountants are in fact
“independent.”
The Audit
Committee has reviewed and discussed the audited financial statements of the
Company for the fiscal year ended December 31, 2007, with the Company’s
management.
The Audit
Committee has discussed with KPMG LLP the matters required to be discussed
pursuant to Statement on Auditing Standards No. 61 (Codification of Statements
on Auditing Standards, AU §380). Additionally, the Audit Committee
has received from KPMG LLP the written disclosures and the letter required by
Independence Standards Board Standard No. 1 (Independence Discussions with Audit
Committees). The Audit Committee also has discussed with KPMG LLP
matters relating to their independence.
Based on
the review and discussions described above, the Audit Committee recommended to
the Board of Directors of the Company that the audited financial statements of
the Company be included in its Annual Report on Form 10-K for the fiscal year
ended December 31, 2007.
Members of the Audit
Committee:
David A. Lewis
Warren D. Orloff
Donald B. Urfrig
RELATED
PARTY TRANSACTIONS
The
Company presently occupies a 46,000 square foot building located at 23251
Mulholland Drive, Woodland Hills, California, under a master lease expiring
March 31, 2012. Erwin Cheldin, the Company's president, chairman, and principal
stockholder, is the owner of the building. The Company signed an
extension to the lease with a 4% increase in rent effective April 1,
2007. The lease provides for an annual gross rent of $1,025,952
through March 31, 2007, and $1,066,990 from April 1, 2007, through March 31,
2012. In addition, the lease extension provides for two five year
options with a rent increase of 5% for each option period. The
Company believes that at the inception of the lease agreement and at each
subsequent extension, the terms of the lease were at least as favorable to the
Company as could have been obtained from non-affiliated third
parties. The Company utilizes for its own operations approximately
100% of the space it leases.
SECTION
16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section
16(a) of the Securities Exchange Act of 1934 requires the Company's directors
and executive officers, and persons who own more than 10% of a registered class
of the Company's equity securities, to file with the Securities and Exchange
Commission (SEC) initial reports of ownership and reports of changes in
ownership of common ctock and other equity securities of the
Company. Executive officers, directors, and greater than 10%
beneficial owners are required by regulation of the SEC to furnish the Company
with copies of all Section 16(a) forms they file. To the Company's
knowledge, based solely on review of copies of such reports furnished to the
Company and written representations that no other reports were required during
the year ended December 31, 2007, all Section 16(a) filing requirements
applicable to its executive officers, directors, and greater than 10% beneficial
owners were complied with.
APPOINTMENT
OF AUDITORS
KPMG LLP
has served as the Company’s independent auditors since 1996. The
Audit Committee has selected it to continue as the Company's auditors and to
audit the books and other records of the Company for the year ending December
31, 2008. A representative of KPMG LLP is expected to attend the
Annual Meeting of Shareholders. Such representative will have the
opportunity to make a statement and will be available to respond to appropriate
questions.
Audit
Fees
The
aggregate fees billed by KPMG LLP for professional services rendered for the
audit of the Company’s financial statements for the fiscal year ended December
31, 2007, and for the reviews of the financial statements included in the
Company’s quarterly reports on Forms 10-Q for the fiscal year ended December 31,
2007, were approximately $247,000. The aggregate fees billed by KPMG
LLP for professional services rendered for the audit of the Company’s financial
statements for the fiscal year ended December 31, 2006, and for the reviews of
the financial statements included in the Company’s quarterly reports on Forms
10-Q for the fiscal year ended December 31, 2006, were approximately
$225,000.
Audit
Related Fees
The
aggregate fees billed by KPMG LLP for professional services related to the audit
of the Company’s financial statements for the fiscal years ended December 31,
2007 and 2006, exclusive of the of the fees disclosed under the section audit
fees above were $17,000 and $16,500, respectively. Audit related
services in both years included fees for the audit of the Company’s Profit
Sharing Plan.
Tax
Fees
There
were no services rendered or fees billed for tax compliance, consulting, or
planning services by KPMG LLP for the year ended December 31, 2007, and for the
year ended December 31, 2006.
All
Other Fees
The
Company was billed $0 by KPMG LLP for services related to compliance and
planning during the year ended December 31, 2007, and $5,328 during the year
ended December 31, 2006.
The
policy of the Audit Committee is to pre-approve all audit and non-audit services
provided by KPMG, LLP.
OTHER
MATTERS
The Board
of Directors is not aware of any business to be presented at the Annual Meeting
except for the matters set forth in the Notice of Annual Meeting and described
in this Proxy Statement. Unless otherwise directed, all shares
represented by proxy holders will be voted in favor of the proposals described
in this Proxy Statement. If any other matters come before the Annual
Meeting, the proxy holders will vote on those matters using their best
judgment.
SHAREHOLDERS’
PROPOSALS
Shareholders
desiring to exercise their right under the proxy rules of the Securities and
Exchange Commission to submit proposals for consideration by the shareholders at
the 2009 Annual Meeting are advised that their proposals must be received by the
Company no later than December 22, 2008, for inclusion in the Company’s Proxy
Statement and form of proxy relating to that meeting. If a
shareholder intends to present a proposal at the 2009 Annual Meeting but does
not seek inclusion of that proposal in the Proxy Statement for that meeting, the
holders of proxies for that meeting will be entitled to exercise their
discretionary authority on that proposal if the Company does not have notice of
the proposal by March 9, 2009.
ANNUAL
REPORT TO SHAREHOLDERS
The
Company's 2007 Annual Report on Form 10-K includes financial statements for the
year ended December 31, 2007, the year ended December 31, 2006, and the year
ended December 31, 2005, and is being mailed to the shareholders along with this
Proxy Statement. The Form 10-K is not to be considered a part of the
soliciting material.
By Order of the Board of Directors,
\s\ Erwin Cheldin
Erwin Cheldin
Chairman of the Board,
President
and Chief Executive
Officer
Woodland Hills,
California
April 21, 2008
PROXY
SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
OF
UNICO AMERICAN CORPORATION
The
undersigned hereby constitutes and appoints LESTER A. AARON and CARY L. CHELDIN,
and each of them, with full power of substitution, the proxies of the
undersigned to represent the undersigned and vote all shares of common stock of
UNICO AMERICAN CORPORATION (the "Company"), which the undersigned would be
entitled to vote if personally present at the Annual Meeting of Shareholders to
be held at the Hilton Garden Inn at 24150 Park Sorrento, Calabasas, California
91302, on May 22, 2008, at 2:00 p.m. local time and at any
adjournments thereof, with respect to the matters described in the accompanying
Notice of Annual Meeting of Shareholders and Proxy Statement, receipt of which
is hereby acknowledged, in the following manner.
1. ELECTION
OF
DIRECTORS
o FOR
all nominees listed o
WITHHOLD AUTHORITY
(except as marked to the
to vote all
nominees listed below
contrary below)
ERWIN
CHELDIN, CARY L. CHELDIN, LESTER A. AARON, GEORGE C. GILPATRICK,
TERRY L.
KINIGSTEIN, JON P. KOCOUREK, DAVID A. LEWIS, WARREN D.
ORLOFF, DONALD B. URFRIG,
INSTRUCTIONS: TO
WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE,
STRIKE A LINE THROUGH THE NOMINEE'S
NAME ON THE LIST ABOVE.
|
2.
|
IN ACCORDANCE WITH THEIR BEST JUDGMENT, with respect to any other matters
which may properly come before the meeting and any adjournment or
adjournments
thereof.
|
Please
sign and date on reverse side.
THIS
PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS AND WILL BE VOTED AS
DIRECTED HEREIN. When this proxy is properly executed and returned,
the shares it represents will be voted at the Annual Meeting in accordance with
the choices specified herein. IF NO CHOICES ARE SPECIFIED, THIS PROXY
WILL BE VOTED FOR ALL NOMINEES.
DATED:_________________________________________,
2008
_____________________________________________________
(Signature)
_____________________________________________________
(Signature
if jointly held)
Please
date and sign exactly as your name or names appear herein. If more
than one owner, all should sign. When signing as attorney, executor,
administrator, trustee or guardian, give your full title as such. If
the signatory is a corporation or partnership, sign the full corporate or
partnership name by its duly authorized officer or partner.
PLEASE
COMPLETE, SIGN, AND RETURN THIS PROXY PROMPTLY USING THE ENCLOSED
ENVELOPE.