UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted
by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-12
JLM Couture, Inc.
-------------------------------------------------------------
(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.
JLM COUTURE, INC.
(a Delaware Corporation)
-----------------------------
Notice of 2003 Annual Meeting
of Shareholders to be held
at 10:00 A.M. on [ ], 2003
--------------------------------
To the Shareholders of
JLM COUTURE, INC.:
NOTICE IS HEREBY GIVEN that the 2003 Annual Meeting of
Shareholders (the "Meeting") of JLM COUTURE, INC. (the "Company")
will be held on [ ], 2003 at 10:00 A.M. at the Company's
offices, located at 525 Seventh Avenue, Suite 1703, New York, NY
10018, to consider and vote on the following matters described
under the corresponding numbers in the attached Proxy Statement:
Proposal 1. To elect one Class II Director to hold office
for three years and until the 2006 annual meeting of the
shareholders at which his term expires or until his successor has
been duly elected.
Proposal 2. To transact such other business as may properly
come before the Meeting.
The Board of Directors has fixed [ ], 2003, at the close
of business, as the record date for the determination of
shareholders entitled to vote at the Meeting, and only holders of
shares of Common Stock of the Company of record at the close of
business on that day will be entitled to vote. The stock transfer
books of the Company will not be closed.
A complete list of shareholders entitled to vote at the
Meeting shall be available for examination by any shareholder, for
any purpose germane to the Meeting, during ordinary business hours
from [ ], 2003 until the Meeting at the offices of the
Company. The list will also be available at the Meeting.
Whether or not you expect to be present at the Meeting, please
fill in, date, sign, and return the enclosed Proxy, which is
solicited by management. The Proxy is revocable and will not
affect your vote in person in the event you attend the Meeting.
By Order of the Board of Directors
Joseph E. O'Grady, Secretary
Date: [ ], 2003
Requests for additional copies of proxy material and the
Company's Annual Report for its fiscal year ended October 31, 2002
should be addressed to Shareholder Relations, JLM Couture, Inc.,
525 Seventh Avenue, Suite 1703, New York, NY 10018. This material
will be furnished without charge to any shareholder requesting it.
JLM COUTURE, INC.
525 Seventh Avenue, Suite 1703
New York, NY 10018
Proxy Statement
The enclosed proxy is solicited by the management of JLM
Couture, Inc. (the "Company") in connection with the 2003 Annual
Meeting of Shareholders (the "Meeting") to be held on [ ],
2003 at 10:00 A.M. at the Company's offices located at 525 Seventh
Avenue, Suite 1703, New York, NY 10018 and any adjournment thereof.
The Board of Directors (the "Board") has set [ ], 2003 as the
record date for the determination of shareholders entitled to vote
at the Meeting. A shareholder executing and returning a proxy has
the power to revoke it at any time before it is exercised by filing
a later proxy with, or other communication to, the Secretary of the
Company or by attending the Meeting and voting in person.
The entire cost of soliciting proxies will be borne by the
Company. The costs of solicitation, which represent an amount
believed to be normally expended for a solicitation relating to an
uncontested election of directors, will include the costs of
supplying necessary additional copies of the solicitation materials
and the Company's Annual Report to Shareholders for its fiscal year
ended October 31, 2002 ("Fiscal 2002")(the "Annual Report") to
beneficial owners of shares held of record by brokers, dealers,
banks, trustees, and their nominees, including the reasonable
expenses of such recordholders for completing the mailing of such
materials and Annual Reports to such beneficial owners.
Only shareholders of record of the Company's 1,924,910 shares
of Common Stock (the "Common Stock") outstanding at the close of
business on [ ], 2003 will be entitled to vote. Each share
of Common Stock is entitled to one vote. Holders of a majority of
the outstanding shares of Common Stock must be represented in
person or by proxy in order to achieve a quorum. All shares of our
Common Stock represented in person or by proxy (including shares
which abstain or do not vote for any reason with respect to one or
more of the matters presented for stockholder approval) will be
counted for purposes of determining whether a quorum is present at
the Annual Meeting. Abstentions will be treated as shares that are
present and entitled to vote for purposes of determining the number
of shares present and entitled to vote with respect to any
particular matter, but will not be counted as a vote in favor of
such matter. Accordingly, an abstention from voting on a matter
has the same legal effect as a vote against the matter. If a
broker or nominee holding stock in "street name" indicates on the
proxy that it does not have discretionary authority to vote as to
a particular matter ("broker non-votes"), those shares will not be
considered as present and entitled to vote with respect to such
matter. Accordingly, a broker non-vote on a matter has no effect
on the voting on such matter. The proxy statement, the attached
notice of meeting, the enclosed form of proxy and the Annual Report
are being mailed to shareholders on or about [ ], 2003. The
mailing address of the Company's principal executive offices is 525
Seventh Avenue, Suite 1703, New York, NY 10018.
PROPOSAL ONE. ELECTION OF CLASS II DIRECTOR
The Company's By-laws require the Company to have five or less
directors. The number of directors is set by the Board and is
currently three. The Board is divided into three classes of
directors. Each class currently consists of one director. Class
II, whose term expires at the Meeting, consists of Daniel M.
Sullivan; Class I, whose term expires on 2005, consists of Joseph
E. O'Grady; and Class III, whose term expires in 2004, consists of
Joseph L. Murphy. At the Meeting, one director will be elected to
fill Class II. Mr. Sullivan is the nominee for election at the
Meeting. If elected, Mr. Sullivan will serve for a term expiring
at the 2006 annual meeting of shareholders.
The persons named in the accompanying proxy have advised
management that it is their intention to vote for the election of
Mr. Sullivan as a Class II Director unless authority is withheld.
The following table sets forth certain information as to the
person nominated for election as a director of the Company and for
those directors whose terms of office will continue after the
Meeting:
Position with Director
Name Age the Company Since
---- --- ------------- --------
Joseph L. Murphy 48 Chief Executive April 1986
and Financial Officer,
Director
Daniel M. Sullivan 79 Chairman of the September 1986
Board of Directors
Joseph E. O'Grady 81 Secretary and Director February 1991
Joseph L. Murphy, a founder of the Company, has been a
director of the Company since its inception. During Fiscal 1992,
Mr. Murphy was appointed President. In February 1993, Mr. Murphy
was appointed Chief Executive Officer. Mr. Murphy is the brother
of Mark Murphy, the Company's Vice President - Operations.
Daniel M. Sullivan became a director in September 1986 and was
elected Chairman of the Board in 1989. In 1989, Mr. Sullivan
retired as President and Chief Executive Officer of Frost &
Sullivan, Inc., a publicly-traded publisher of market research
studies, a position he had held for more than five years prior to
his retirement.
Joseph E. O'Grady was appointed to the Board of Directors in
February 1991. In December 1992, Mr. O'Grady was appointed
Secretary of the Company. For more than the past five years, Mr.
O'Grady has been the President of JOG Associates, Inc., a
privately-held financial consulting firm based in Hicksville, NY.
JOG Associates, Inc. arranges business financing and provides
financial consulting services for closely-held companies.
During Fiscal 2002, the Board met informally. It acted three
times by unanimous written consent.
OTHER EXECUTIVE OFFICERS
Position with Position
Name Age the Company Held Since
---- --- ------------- ----------
Mark Murphy 38 Secretary and May 1993
Vice President-
Operations
Jerrold Walkenfeld 46 Principal Accounting June 2002
Officer
Mark Murphy was appointed Vice President - Operations in May
1993. Mr. Mark Murphy joined the Company in January 1993. Prior
to his joining the Company, Mr. Mark Murphy was employed as a
manager by Accurate Testing Co., a metals testing company based in
California, a position he had held since 1988. Mr. Mark Murphy is
the brother of Joseph L. Murphy, the Company's President.
Jerrold Walkenfeld, Principal Accounting Officer, commenced
employment with the Company in June 2002. Prior to that, since
1995, he was engaged by the Company as an outside consultant to
render financial and accounting services for the Company. For
more than the past five years, Mr. Walkenfeld has maintained an
independent accounting practice. Mr. Walkenfeld is a certified
public accountant.
COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT OF
1934.
Section 16(a) of the Securities Exchange Act of 1934 requires
the Company's executive officers and directors, and persons who own
more than ten percent of a registered class of the Company's equity
securities to file reports of ownership and changes in ownership
with the Securities and Exchange Commission. Based solely on its
review of the copies of such forms received by it, the Company
believes that during Fiscal 2002 all executive officers and
directors of the Company complied with all applicable filing
requirements.
AUDIT AND COMPENSATION COMMITTEE
During Fiscal 2002, the Audit and Compensation Committee (the
"Audit Committee") consisting of Messrs. O'Grady and Sullivan met
once.
AUDIT COMMITTEE REPORT
The Audit Committee consists of a majority of independent
directors all of whom meet the independence and experience
requirements of Nasdaq Marketplace Rule 4200(a)(14). The Audit
Committee's responsibilities are as described in a written charter
adopted by the Board, which is attached as Appendix A to this Proxy
Statement.
The Audit Committee has reviewed and discussed the Company's
audited financial statements for Fiscal 2002 with management and
with the Company's independent auditors, Goldstein Golub Kessler
LLP ("GGK"). The Audit Committee has discussed with GGK the
matters required to be discussed by the Statement on Auditing
Standards No. 61 relating to the conduct of the audit. The Audit
Committee has received the written disclosures and the letter from
GGK required by Independence Standards Board Standard No. 1,
Independence Discussions with Audit Committees, and has discussed
with GGK its independence. Based on the Audit Committee's review
of the audited financial statements and the review and discussions
described in the foregoing paragraph, the Audit Committee
recommended to the Board that the audited financial statements for
Fiscal 2002 be included in the Company's Annual Report on Form 10-
KSB for Fiscal 2002 for filing with the Securities and Exchange
Commission.
Submitted by the members of the Audit Committee:
Joseph E. O'Grady
Daniel M. Sullivan
AUDIT FEES; FINANCIAL INFORMATION SYSTEMS DESIGN AND IMPLEMENTATION
FEES; ALL OTHER FEES
Audit fees billed to the Company by GGK during Fiscal 2002 for
review of the Company's annual financial statements and those
financial statements included in the Company's quarterly reports on
Form 10-QSB totaled $67,000. The Company did not engage GGK to
provide advice to the Company regarding financial information
systems design and implementation during Fiscal 2002. The Company
did not engage GGK during Fiscal 2002 for any other non-audit
services.
EXECUTIVE COMPENSATION
The following table sets forth information relating to the
cash compensation received during the Company's last three fiscal
years by the Company's President. None of the Company's other
officers had cash compensation in Fiscal 2002 of more than $100,000
per year:
SUMMARY COMPENSATION TABLE
--------------------------
Name and Annual Com- Other Long Term Other
Principal Fiscal pensation Annual Com- Compensation Compen-
Position Year Salary ($) pensation ($) Options sation($)
--------- ------ ----------- ------------- ------------ ---------
Joseph L. 2002 325,000 202,807 100,000 37,009
Murphy, 2001 325,000 57,640 - 9,526
President 2000 302,083 65,430 - 8,616
Mark Murphy, 2002 97,243 5,000 12,000 -
Vice President
Operations
Jerrold 2002 90,921 13,920 - -
Walkenfeld,
Principal
Accounting
Officer
EMPLOYMENT AGREEMENT
Mr. Joseph L. Murphy has an employment agreement (the
"Agreement") with the Company which provides for a base salary of
$325,000 per year. As additional compensation, Mr. Murphy receives
five percent (5%) of the Company's annual pre-tax profits. On
August 14, 2001, the Board of Directors amended the Agreement to
extend the term of Mr. Murphy's employment until May 19, 2006 and
to award Mr. Murphy 200,000 restricted shares of Common Stock as
additional compensation for services rendered and to be rendered
pursuant to the Agreement. During Fiscal 2002, the Company also
granted Mr. Murphy a bonus of $100,000 to compensate him for taxes
incurred due to the stock bonus referral to above.
STOCK OPTION PLAN
On August 26, 1996, the Company adopted a stock option plan
(the "1996 Plan"). The 1996 Plan provides for the issuance of
incentive and non-statutory stock options to employees, consultants
advisors and/or directors for a total of up to 100,000 shares of
Common Stock. The 1996 Plan was amended by the Board of Directors
in September 1998 to increase the authorized number of shares
thereunder from 100,000 to 250,000 shares. A majority of the
Company's shareholders approved the amendment to the 1996 Plan in
October 1998. The exercise price of options granted may not be
less than the fair market of the shares on the date of grant (110%
of such fair market value for a holder of more than 10% of the
Company's Common Stock). The 1996 Plan will terminate on August
26, 2006.
AGGREGATED OPTION EXERCISES IN LAST FISCAL
YEAR AND FISCAL YEAR-END (FYE) OPTION VALUES
Value of
Unexercised
Number In-the-Money
Of Unexercised Options
Options At FYE
Shares At FYE Acquired ($)
Acquired Value Exercisable/ Exercisable/
Name On Exercise Realized(1) Unexercisable Unexercisable (1)
---- ----------- ----------- ------------- -----------------
Joseph L. - - 200,000(2)/100,000 51,500(2)/72,000
Murphy
Mark - - 0/12,000 0/8,640
Murphy
Joseph E. - - 5,000/22,000 5,350/19,340
O'Grady
Daniel M. - - 5,000/22,000 5,350/19,340
Sullivan
___________
(1) Represents fair market value of Common Stock at October 31,
2002 of $2.82 as reported by Nasdaq, less the exercise price.
(2) Subsequent to FYE, on February 24, 2003, the Company and Mr.
Murphy agreed to cancel 200,000 of Mr. Murphy's exercisable
options upon payment of $200,000 to Mr. Murphy. On that date,
this payment represented an imputed discount of approximately
16% from the closing price of the Common Stock as reported by
NASDAQ minus the exercise price of such options.
COMPENSATION OF DIRECTORS
Directors not employed by the Company are compensated as
consultants for the time spent on Company matters, including
attendance at directors' and other meetings. During Fiscal 2002,
Mr. Sullivan received $30,000 and Mr. O'Grady received $44,356 as
director fees.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth as of February 28, 2003, the
number of shares of Common Stock held of record or beneficially (i)
by each person who held of record, or was known by the Company to
own beneficially, more than five percent of the outstanding shares
of Common Stock, (ii) by each director and (iii) by all officers
and directors as a group:
Number of Percent of
Names and Address Shares Owned (1) Outstanding Shares
----------------- ---------------- ------------------
Joseph L. Murphy 704,858(2)(3) 36.15%
225 West 37th Street
New York, NY 10123
Daniel M. Sullivan 90,599(2) 4.69%
225 West 37th Street
New York, NY 10123
Joseph E. O'Grady 22,666(2) 1.16%
FMR Corp. 197,100(4) 10.24%
82 Devonshire Street
Boston, MA 02109
Carl Seaman 281,666(5) 14.63%
12 The Poplars
Roslyn, NY 11576
All Directors and
officers as a
group (4 persons) 845,180(2) 42.93%
_______________
(1) Unless otherwise indicated, all shares of Common Stock are
owned directly.
(2) Includes 25,000, 8,000, 8,000 and 44,000 shares for Messrs.
Murphy, Sullivan, O'Grady and all officers and directors as a
group, respectively, that are issuable upon exercise of
presently exercisable options at an average exercise price of
approximately $2.02 per share.
(3) 148,331 of these shares are pledged to a bank to secure a
personal loan.
(4) Based on information furnished to the Company on Schedule
13G/A dated February 14, 2002.
(5) Based on information furnished to the Company on Schedule 13D
dated June 1, 1995 filed with the Company on behalf of Mr.
Seaman.
The Company is unaware of any arrangement, the operation of
which, at a subsequent date, may result in a change of control of
the Company.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
On December 22, 1998, Mr. Joseph L. Murphy purchased from the
Company 200,000 shares of Common Stock at a price of $2.25 per
share, the market value of such shares on such date. The purchase
was financed by Mr. Murphy executing a ten year promissory note due
to the Company in the principal amount of $450,000. The promissory
note bears interest at 5% per annum and requires annual principal
payments of $45,000 with accrued interest. The purchase was
approved by the unanimous consent of the Board. The Company sold
these shares to Mr. Murphy because it was deemed to be in the best
interests of the Company for him to increase his equity ownership
in the Company to better align his interest with that of the other
shareholders of the Company. $270,000 of this note currently
remains unpaid. Interest is current through February 22, 2003 and
the annual principal payment of $45,000 due on December 22, 2002
was paid. On October 16, 2000, the Company lent $29,000 to Mr.
Joseph L. Murphy for personal reasons. Interest on this loan was
payable monthly at a rate of 7% per annum and principal payments
were to be made in accordance with the terms of a promissory note
between Mr. Murphy and the Company. This note was repaid in full
by Mr. Murphy in August 2002.
Subsequent to FYE, on February 24, 2003, the Company and Mr.
Murphy agreed to cancel 200,000 of Mr. Murphy's exercisable options
upon payment of $200,000 to Mr. Murphy. On that date, this payment
represented an imputed discount of approximately 16% from the closing
price of the Common Stock as reported by NASDAQ minus the exercise
price of such options.
OTHER MATTERS
The Board of Directors has no knowledge of any other matters
which may come before the Meeting and does not intend to present
any other matters. However, if any other matters shall properly
come before the Meeting or any adjournment thereof, the persons
named as proxies will have discretionary authority to vote the
shares of Common Stock represented by the accompanying proxy in
accordance with their best judgment.
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
The Board of Directors has selected GGK, independent certified
public accountants, auditors of the Company's financial statements
for FY2002, as the auditors of the financial statements of the
Company for its current fiscal year ending October 31, 2003.
Representatives of GGK have been invited to attend the Meeting, but
it is uncertain whether they will attend. If they do, they will be
given the opportunity to make a statement and to answer questions
any shareholder may have.
GGK has a continuing relationship with American Express Tax
and Business Services Inc. ("TBS") from which it leases auditing
staff who are full time, permanent employees of TBS and through
which its partners provide non-audit services. As a result of this
arrangement, GGK has no full time employees and therefore, none of
the audit services performed were provided by permanent full time
employees of GGK. GGK manages and supervises the audit and audit
staff, and is exclusively responsible for the opinion rendered in
connection with its examination.
SHAREHOLDERS' PROPOSALS
Any shareholder of the Company who wishes to present a
proposal to be considered at the next annual meeting of
shareholders of the Company and who wishes to have such proposal
presented in the Company's Proxy Statement for such meeting must
deliver such proposal in writing to the Company at 525 Seventh
Avenue, Suite 1703, New York, New York 10018 on or before [ ],
2003.
By Order of the Board of Directors
Joseph E. O'Grady
Secretary
Dated: February 28, 2003
APPENDIX A
JLM COUTURE, INC.
AUDIT COMMITTEE CHARTER
Organization
There shall be a committee of the board of directors to be known as
the audit committee. The audit committee shall be composed of a
majority of directors who are independent of the management of JLM
Couture, Inc. (the "Corporation") and are free of any relationship
that, in the opinion of the board of directors, would interfere
with their exercise of independent judgment as a committee member.
Statement of Policy
The audit committee shall provide assistance to the corporate
directors in fulfilling their responsibility to the shareholders,
potential shareholders, and investment community relating to
corporate accounting, reporting practices of the Corporation, and
the quality and integrity of the financial reports of the
Corporation. In so doing, it is the responsibility of the audit
committee to maintain free and open means of communication between
the directors, the independent auditors, the internal auditors, and
the financial management of the Corporation.
Responsibilities
In carrying out its responsibilities, the audit committee believes
its policies and procedures should remain flexible, in order to
best react to changing conditions and to ensure to the directors
and shareholders that the corporate accounting and reporting
practices of the Corporation are in accordance with all
requirements and are of the highest quality.
In carrying out these responsibilities, the audit committee will:
Review and recommend to the directors the independent
auditors to be selected to audit the financial statements
of the Corporation and its divisions and subsidiaries.
Meet with the independent auditors and financial management
of the Corporation to review the scope of the proposed
audit for the current year and the audit procedures to be
utilized, and at the conclusion thereof review such audit,
including any comments or recommendations of the
independent auditors.
Review with the independent auditors, the company's
internal auditor; and financial and accounting personnel,
the adequacy and effectiveness of the accounting and
financial controls of the Corporation, and elicit any
recommendations for the improvement of such internal
control procedures or particular areas where new or more
detailed controls or procedures are desirable. Particular
emphasis should be given to the adequacy of such internal
controls to expose any payments, transactions, or
procedures that might be deemed illegal or otherwise
improper. Further, the committee periodically should
review company policy statements to determine their
adherence to the code of conduct.
Review the internal audit function of the Corporation
including the independence and authority of its reporting
obligations, the proposed audit plans for the coming year;
and the coordination of such plans with the independent
auditors.
Receive prior to each meeting, a summary of findings from
completed internal audits and a progress report on the
proposed internal audit plan with explanations for any
deviations from the original plan.
Review the financial statements contained in the annual
report to shareholders with management and the independent
auditors to determine that the independent auditors are
satisfied with the disclosure and content of the financial
statements to be presented to the shareholders. Any
changes in accounting principles should be reviewed.
Provide sufficient opportunity for the internal and
independent auditors to meet with the members of the audit
committee without the members of management present. Among
the items to be discussed in these meetings are the
independent auditors' evaluation of the Corporation's
financial, accounting and auditing personnel, and the
cooperation that the independent auditors received during
the course of the audit.
Review accounting and financial human resources and
succession planning within the company.
Submit the minutes of all meetings of the audit committee
to, or discuss the matters discussed at each committee
meeting with, the board of directors.
Investigate any matter brought to its attention within the
scope of its duties, with the power to retain outside
counsel for this purpose if, in its judgment, that is
appropriate.
APPENDIX B
JLM COUTURE, INC.
PROXY
This proxy is Solicited by the Board of Directors of JLM
Couture, Inc.
Proxy for 2003 Annual Meeting of Shareholders.
The undersigned hereby appoints Joseph L. Murphy and Joseph E.
O'Grady proxies of the undersigned, with full power of
substitution, to vote shares of Common Stock of the Company which
the undersigned is entitled to vote at the 2002 Annual Meeting of
the Shareholders to be held on [ ], 2003 at 10:00 A.M. at the
Company's offices located at 525 Seventh Avenue, Suite 1703, New
York, NY 10018 and any adjournments thereof as follows:
THIS PROXY WILL BE VOTED AS DIRECTED. IF NO DIRECTION IS
GIVEN, THIS PROXY WILL BE VOTED FOR THE NOMINEE IN PROPOSAL 1.
(1) ELECTION OF DIRECTOR:
Instruction: To vote for the Class II Director nominee, place
an X in Box Number 1.
To withhold authority to vote for Class II Director nominee,
place an X in Box Number 2.
1. ____ Class II Director nominee - Daniel M. Sullivan
2. ____ Withhold authority to vote for Class II
Director nominee Daniel M. Sullivan
In their discretion, the proxies are authorized to vote upon
other matters properly coming before the meeting or any adjournment
thereof.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS and
when properly executed will be voted as directed herein. If no
direction is given, this Proxy will be voted FOR the nominee listed
in proposal 1.
DATED: , 2003
(Signature)
(Signature, if held jointly)
Where stock is registered in the
names of two or more persons ALL
should sign. Signature(s) should
correspond exactly with the name(s)
as shown above. Please sign, date
and return promptly in the enclosed
envelope. No postage need be affixed
if mailed in the United States.
Requests for copies of proxy statements, the Company's Annual
Report for Fiscal 2002, or the Company's Annual Report for Fiscal
2002 on Form 10-KSB should be addressed to Shareholder Relations,
JLM Couture, Inc., 525 Seventh Avenue, Suite 1703, New York, NY
10018. This material will be furnished without charge to any
shareholder requesting it.