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UNITED
STATES OMB APPROVAL SECURITIES
AND EXCHANGE COMMISSION OMB Number: 3235-0059 Washington,
D.C. 20549 Expires: January 31, 2008 SCHEDULE
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Proxy
Statement Pursuant to Section 14(a) of
the Securities Payment of Filing Fee (Check
the appropriate box): THE MANAGEMENT NETWORK GROUP, INC.
Exchange Act of 1934 (Amendment No. )
Filed
by the Registrant x
Filed
by a Party other than the Registrant o
Check
the appropriate box:
o
Preliminary
Proxy Statement
o
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for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive
Proxy Statement
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Definitive
Additional Materials
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Soliciting
Material Pursuant to Rule §240.14a-12
(Name of Registrant as Specified In Its Charter)
(Name of
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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.
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value of transaction:
5.
Total fee paid:
SEC 1913 (04-05)
Persons who are to respond to the collection of information
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previously with preliminary materials.
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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
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Date Filed:
7300 COLLEGE BOULEVARD, SUITE 302
OVERLAND PARK, KANSAS 66210
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held June 9, 2005
Overland Park, Kansas
April 29, 2005
YOUR VOTE IS IMPORTANT
THE MANAGEMENT NETWORK GROUP, INC.
7300 COLLEGE BOULEVARD, SUITE 302
OVERLAND PARK, KANSAS 66210
INFORMATION CONCERNING SOLICITATION AND VOTING
General
Record Date and Share Ownership
Revocability of Proxies
Voting and Solicitation
Quorum; Abstentions; Broker Non-Votes
Board Recommendations
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for the election of the persons nominated as Class III director |
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for the ratification of the appointment of Deloitte & Touche LLP as the Companys independent registered public accounting firm for the fiscal year ending December 31, 2005 |
Deadline for Receipt of Stockholder Proposals
PROPOSAL NO. 1
ELECTION OF DIRECTORS
Directors and Nominees for Director
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Name
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Age |
Principal Occupation |
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Nominees for Class III Director |
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Grant G.
Behrman (1) (3) |
51 | Chairman and Managing Partner, Behrman Capital |
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Rich
Nespola |
60 | President, Chairman and Chief Executive Officer of the Company |
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Continuing Class I Directors |
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William M.
Matthes |
45 | Managing Partner, Behrman Capital |
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Micky K.
Woo |
51 | Vice
President of the Company |
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Robert J.
Currey (2) (3) |
59 | Chief Executive Officer, Consolidated Communications, Inc. |
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Continuing Class II Directors |
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Andrew D.
Lipman (1) (3) |
53 | Partner, Swindler Berlin LLP |
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Roy A. Wilkens
(1) (2) |
62 | Director |
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Frank M.
Siskowski (2) |
57 | Chief Financial Officer, Reply! Inc. |
(1) |
Member of the Compensation Committee |
(2) |
Member of the Audit Committee |
(3) |
Member of the Nominating and Corporate Governance Committee |
Directors to be Elected at the Annual Meeting
Directors Whose Term will Continue Beyond the Annual Meeting
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Vote Required
Board Meetings, Committees and Director Compensation
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Compensation of Directors
PROPOSAL NO. 2
RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC
ACCOUNTING
FIRM
Independent Registered Public Accounting Firms Fees
2004 |
2003 |
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Audit Fees
(a) |
$ | 205,467 | $ | 171,825 | ||||||
Audit-Related
Fees (b) |
10,500 | 14,450 | ||||||||
Tax Fees
(c) |
10,867 | 5,322 | ||||||||
All Other
Fees (d) |
7,500 | |||||||||
Total |
$ | 226,834 | $ | 199,097 |
(a) | Fees for audit services billed in 2004 and 2003 consisted of the audit of the Companys annual financial statements, reviews of the Companys quarterly financial statements, and consents and other services related to Securities and Exchange Commission (SEC) matters. |
(b) | Fees for audit-related services billed in 2004 and 2003 consisted of employee benefit plan audits. |
(c) | Fees for tax services billed in 2004 and 2003 consisted of tax compliance and tax planning and advice. |
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Fees for tax compliance services totaled $7,000 and $1,050 in 2004 and 2003, respectively. Tax compliance services are services rendered based upon facts already in existence or transactions that have already occurred to document, compute, and obtain government approval for amounts to be included in tax filings |
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and consisted of assistance with tax return filings in certain foreign jurisdictions. Performance of the tax services was pre-approved by the Audit Committee. |
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Fees for tax planning and advice services totaled $3,867 and $4,272 in 2004 and 2003, respectively. Tax planning and advice are services rendered with respect to proposed transactions or that alter a transaction to obtain a particular tax result. Such services consisted of research and consultation regarding the ability to carry back net operating losses in 2004, and tax advice related to a change in accounting methods for Federal income tax purposes in 2003. Performance of the tax services was pre-approved by the Audit Committee. |
(a) | Fees for all other services totaled $7,500 in 2003. Such services consisted of firm sponsored training in 2003. These services were pre-approved by the Audit Committee. |
2004 |
2003 |
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Memo: Ratio
of Tax Planning and Advice Fees and All Other Fees to Audit Fees, Audit-Related Fees and Tax Compliance Fees |
0.02:1.00 | 0.06:1.00 |
Pre-Approval Policy
EXECUTIVE OFFICERS
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Executive Compensation
Summary Compensation Table
Long-Term
Compensation
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Name and Principal Position |
Annual
Compensation
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Securities Underlying Options (#) |
Restricted Stock Award(s) ($) |
All
Other Compensation ($) |
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Year
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Salary
($)
|
Bonus
($)
|
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Richard P. Nespola (1) Chairman, Chief Executive Officer and President |
2004 | $ | 589,367 | | | $ | 184,454 | |||||||||||||||||
2003 | $ | 567,630 | | | $ | 14,113 | ||||||||||||||||||
2002 | $ | 534,882 | | | $ | 112,382 | ||||||||||||||||||
Micky K. Woo (2) Vice President |
2004 | $ | 434,797 | | | $ | 1,768 | |||||||||||||||||
2003 | $ | 418,693 | $ | 25,000 | | $ | 1,007 | |||||||||||||||||
2002 | $ | 355,084 | | | $ | 303 | ||||||||||||||||||
Donald E. Klumb (3) Vice President and Chief Financial Officer |
2004 | $ | 259,615 | $ | 50,000 | | $ | 1,768 | ||||||||||||||||
2003 | $ | 232,692 | $ | 15,000 | 50,000 | $ | 433,750 | $ | 723 | |||||||||||||||
2002 | $ | 189,615 | $ | 25,000 | | $ | 172 |
(1) |
In 2004, all other compensation includes $14,454 relating to the
taxable portion of group term life insurance and the use of an automobile, including the amount of lease payments taxable to Mr. Nespola. Upon adoption
of the Sarbanes-Oxley Act, the company ceased making split dollar premium payments on behalf of Mr. Nespola. During 2004, the Company has replaced the
benefits to Mr. Nespola of the split dollar life insurance policy through quarterly payments to Mr. Nespola in lieu of split dollar premiums. During
2004, these payments totaled $170,000 and are expected to be $42,500 per quarter during 2005. In 2005, the Company plans to terminate the split dollar
life insurance policy with the Company receiving estimated proceeds of approximately $175,000 from the cash surrender value of the policy. All other compensation in 2003 consists of the taxable portion of group term life insurance, taxable portion of short-term and long-term disability insurance, and the use of an automobile, including the amount of lease payments taxable to Mr. Nespola. All other compensation in 2002 consists of benefits related to estate planning, taxable portion of group term life insurance, taxable portion of split dollar life insurance premiums, and the use of an automobile, including the amount of lease payments taxable to Mr. Nespola. |
(2) |
All other compensation in 2004 and 2003 is for the taxable portion of group term life insurance, and the taxable portion of short-term and long-term disability insurance. All other compensation in 2002 is for the taxable portion of group term life insurance. |
(3) |
During 2003 Mr. Klumb received a grant of 50,000 non-statutory stock options from the Company. The stock options have an exercise price of $2.31 per share. At the date of grant the closing market price of the Companys Common Stock was $3.47 per share. Also during 2003 Mr. Klumb received a grant of 125,000 shares of the Companys Common Stock, subject to restriction based on vesting requirements. The shares vest over a 2-year period, with 30% of the shares vesting upon the first anniversary of their grant date and the remaining 70% vesting on the second anniversary of the grant date. At the date of grant the closing market price of the Companys Common Stock was $3.47 per share. All other compensation in 2004 and 2003 is for the taxable portion of group term life insurance, and the taxable portion of short- and long-term disability insurance. All other compensation in 2002 is for the taxable portion of group term life insurance. |
Employment Agreements
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Option Grants in Last Fiscal Year
Options Exercised in Last Fiscal Year
Aggregate Year-End Option Values
Number
of Securities Underlying Unexercised Option at January 1, 2005 |
Value
of Unexercised In-The-Money Options at Janary 1, 2005 (1) |
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Name
|
Exercisable
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Unexercisable
|
Exercisable
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Unexercisable
|
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Richard
P. Nespola |
305,600 | | | | |||||||||||||||
Micky
K. Woo |
268,200 | | $ | 36,500 | | ||||||||||||||
Donald
E. Klumb |
279,166 | 45,834 | $ | 79,417 | $ | 1,333 |
(1) |
Value of unexercised in-the-money options is based on a value of $2.35 per share, the closing price of our Common Stock on the NASDAQ National Market on December 31, 2004, minus the per share exercise price, multiplied by the number of shares underlying the option. |
Internal Revenue Code Section 162(m) Limitations on Executive Compensation
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Equity Compensation Plan Information
Plan Category |
Number of Shares to be Issued Upon Exercise of Outstanding Options or Vesting of Restricted Stock (a) |
Weighted-Average Exercise Price of Outstanding Options (b) |
Number of Shares Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Shares Reflected in Column (a)) (C) |
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Equity
compensation plans approved by stockholders |
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1998
Equity Incentive PlanStock Options |
4,455,385 | $ | 5.16 | 2,279,419 | ||||||||||
1998
Equity Incentive PlanRestricted Stock |
658,000 | n/a | 542,000 | |||||||||||
Equity
compensation plans not approved by stockholders |
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2000
Supplemental Stock Plan |
1,053,564 | $ | 4.71 | 2,744,478 | ||||||||||
Total |
6,166,949 | $ | 5.07 | 5,565,897 |
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
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Provide competitive levels of total compensation which will enable the Company to attract and retain the best possible executive talent; |
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Motivate executives to achieve optimum performance for the Company; |
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Align the financial interest of executives and stockholders through equity-based plans; |
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Provide a total compensation program that recognizes individual contributions as well as overall business results. |
1. |
Base Salary. In setting compensation levels for executive officers, the Committee reviews competitive information relating to compensation levels for comparable positions at consulting firms, telecommunications companies and other high technology companies. In addition, the Committee may, |
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from time to time, hire compensation and benefits consultants to assist in developing and reviewing overall salary strategies. Individual executive officer base compensation may vary based on time in position, assessment of individual performance, salary relative to internal and external equity and critical nature of the position to the success of the Company. |
2. |
Long-Term Incentives. The Companys equity compensation plans provide for the issuance of options to officers and employees of the Company to purchase shares of the Companys Common Stock at an exercise price, which in general is equal to the fair market value of the Common Stock on the date of grant. Stock options are granted to the Companys executive officers and other employees both as a reward for past individual and corporate performance and as an incentive for future performance. The Companys equity compensation plans also provide for the issuance of Common Stock to key management personnel of the Company, subject to restriction. The shares are restricted based on vesting requirements, which currently provide for a graded vesting schedule over two years from the date of grant. The Committee believes that stock-based performance compensation arrangements are essential in aligning the interests of management and the stockholders and enhancing the value of the Companys equity. |
3. |
Benefits. The Company provides benefits to the named executive officers that are generally available to all employees of the Company. The amount of executive level benefits and perquisites, as defined in accordance with SEC rules, did not exceed 10% of total salary and bonus for fiscal year 2004 for any executive officer other than Mr. Nespola. In 2004, Mr. Nespolas benefits included payments in lieu of split dollar life insurance premiums. Upon adoption of the Sarbanes-Oxley Act, the company ceased making split dollar premium payments on behalf of Mr. Nespola. During 2004, the Company has replaced the benefits to Mr. Nespola of the split dollar life insurance policy through quarterly payments to Mr. Nespola in lieu of split dollar premiums. During 2004, these payments totaled $170,000 and are expected to be $42,500 per quarter during 2005. In 2005, the Company plans to terminate the split dollar life insurance policy with the Company receiving estimated proceeds of $175,000 from the cash surrender value of the policy. |
2004 Compensation for the Chief Executive Officer
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REPORT OF THE AUDIT COMMITTEE
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STOCK PERFORMANCE GRAPH
* | $100 invested on 1/1/00 in stock or on 12/31/99 in index-including reinvestment of dividends. Indexes calculated on month-end basis. |
1/1/00 |
12/30/00 |
12/29/01 |
12/28/02 |
1/3/04 |
1/1/05 |
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The
Management Network Group Inc. |
100.00 | 36.40 | 21.46 | 5.21 | 10.02 | 7.20 | ||||||||||||||||||||
NASDAQ Stock
Market (U.S.) |
100.00 | 60.09 | 45.44 | 26.36 | 38.55 | 40.87 | ||||||||||||||||||||
Russell 2000
Index |
100.00 | 96.98 | 99.39 | 79.03 | 116.38 | 137.71 |
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Shares
Beneficially Owned
|
||||||||||
---|---|---|---|---|---|---|---|---|---|---|
Benefiical
Owner
|
Total Number |
Percent
|
||||||||
5%
Stockholders: |
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Grant
G. Behrman(1) |
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William
M. Mathes(2) |
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Behrman
Capital II L.P.(3) 126 E. 56th Street, 27th Floor New York, NY 10022 |
12,467,282 | 35.8 | % | |||||||
Executive
Officers & Directors: |
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Richard
P. Nespola(4) |
3,549,314 | 10.2 | % | |||||||
Micky
K. Woo Trust(5) |
2,369,921 | 6.8 | % | |||||||
Donald
E. Klumb(6) |
435,603 | 1.2 | % | |||||||
Roy
A. Wilkens |
37,500 | * | ||||||||
Andrew
D. Lipman(7) Swidler Berlin Shereff Friedman LLP 3000 K Street, N.W. Suite 300 Washington, DC 20007 |
63,159 | * | ||||||||
Frank
M. Siskowski(8) 59 Chestnut Place Danville, CA 94506 |
28,750 | * | ||||||||
Robert
J. Currey(8) Consolidated Communications 121 S. 17th Street Mattoon, IL 61938 |
18,750 | * | ||||||||
All
directors and executive officers as a group (9 persons) |
18,970,279 | 54.4 | % |
* |
Less than 1% of the outstanding shares of Common Stock. |
(1) |
Mr. Behrman is a director of the Company and a managing member of Behrman Brothers LLC, the general partner of Behrman Capital, and a general partner of Strategic Entrepreneur Fund. Mr. Behrman disclaims beneficial ownership of the shares held by these entities, except to the extent of his proportionate membership interest in Behrman Brothers LLC and his partnership interest in Strategic Entrepreneur Fund. Mr. Behrman is a member of our Board of Directors. |
(2) |
Mr. Matthes is a director of the Company and a managing member of Behrman Brothers LLC. Mr. Matthes disclaims beneficial ownership of the shares held by Behrman Capital and its affiliates, except to the extent of his proportionate membership interest in Behrman Brothers LLC. Mr. Matthes is a member of our Board of Directors. |
(3) |
Represents 12,386,185 shares held by Behrman Capital and 81,097 shares held by Strategic Entrepreneur Fund, an affiliate of Behrman Capital. |
(4) |
Includes 305,600 exercisable stock options. |
(5) |
Includes 70,200 shares held by Growth Unlimited, Inc. and 268,200 exercisable stock options. |
(6) |
Includes 279,166 exercisable stock options and 87,500 shares of restricted stock. The restricted shares vest on December 19, 2005. |
(7) |
Includes 63,159 exercisable stock options. |
(8) |
Includes 18,750 exercisable stock options. |
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COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Outside Counsel
Indemnification Agreements
Loans to Officers
Policy Regarding Transactions with Affiliates
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SUBMISSION OF STOCKHOLDER PROPOSALS AND NOMINATIONS
How do I make a nomination?
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your name and address and the name and address of the person(s) nominated by you |
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a representation that you are the holder of record of Common Stock of the Company entitled to vote at the Annual Meeting and, if applicable, that you intend to appear in person or by proxy at the Annual Meeting to nominate the person(s) specified in your notice |
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if applicable, a description of all arrangements and understandings between you and each nominee and any other person(s) (naming them) pursuant to which the nomination was made |
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such other information regarding each nominee as would be required to be included in a proxy statement filed pursuant to the proxy rules of the SEC |
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the consent of each nominee to serve as a director if elected |
How do I make a proposal?
ANNUAL REPORT
HOUSEHOLDING
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who are members of a single household receiving multiple copies of those documents and who wish to receive a single copy may contact us at the same address or telephone number. |
OTHER MATTERS
The Board of Directors
Overland Park, Kansas
April 29, 2004
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VOTE BY INTERNET - www.proxyvote.com |
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Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. |
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ELECTRONIC DELIVERY OF FUTURE SHAREHOLDER COMMUNICATIONS |
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If you would like to reduce the costs incurred by THE MANAGEMENT NETWORK GROUP, INC. in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access shareholder communications electronically in future years. |
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VOTE BY PHONE - 1-800-690-6903 |
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Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you call and then follow the instructions. |
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VOTE BY MAIL |
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Mark, sign and date your proxy card and return it in the postagepaid envelope we have provided or return it to THE MANAGEMENT NETWORK GROUP, INC., c/o ADP, 51 Mercedes Way, Edgewood, NY 11717. |
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TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: |
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KEEP THIS PORTION FOR YOUR RECORDS |
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DETACH AND RETURN THIS PORTION ONLY |
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. |
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THE MANAGEMENT NETWORK GROUP, INC. |
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Election of directors:
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To withhold authority to vote for a single
nominee, mark For All Except and write the
number of the nominee on the line below.
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Ratifying the appointment of Deloitte & Touche LLP as independent auditors of the Company for the fiscal year ending December 31, 2005. |
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For address changes, please check this box and write them on the back where indicated. |
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Please sign exactly as your name(s) appear on proxy. If held in joint tenancy, both persons must sign. Trustees, administrators, etc. should include title and authority. Corporations should provide full name of corporation and title of authorized officer signing the proxy. |
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Signature [PLEASE SIGN WITHIN BOX] |
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THE MANAGEMENT
NETWORK GROUP, INC.
7300 COLLEGE BOULEVARD, SUITE 302, OVERLAND PARK, KANSAS 66210
ANNUAL MEETING OF STOCKHOLDERS
THURSDAY, JUNE 9, 2005
THE FAIRMONT CHICAGO HOTEL
200 NORTH COLUMBUS DRIVE
CHICAGO, ILLINOIS 60601
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS FOR USE AT THE ANNUAL MEETING ON JUNE 9, 2005. The shares of stock you hold in this account will be voted as you specify on the reverse side. IF NO CHOICE IS SPECIFIED, THE PROXY WILL BE VOTED FOR ITEMS 1 AND 2.
By signing this proxy, you revoke all prior proxies and appoint Robert J. Currey and Frank M. Siskowski, and each of them, with full power of substitution, to vote these shares on the matters shown on the reverse side and any other matters which may come before the Annual Meeting and all adjournments. THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED AS DIRECTED OR, IF NO DIRECTION IS GIVEN, WILL BE VOTED FOR EACH PROPOSAL.
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D!
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