-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, FoHA2/NZfD1CoJemb1rT52f7JQng/kC4hKIVEAt90YQ1K3l0i9z86r2PUPz4vQMX uuY07Y/y+/gHAZ4IRiQ7aw== 0000929887-96-000006.txt : 19960919 0000929887-96-000006.hdr.sgml : 19960919 ACCESSION NUMBER: 0000929887-96-000006 CONFORMED SUBMISSION TYPE: DEFS14A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19960917 FILED AS OF DATE: 19960918 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: APOLLO GROUP INC CENTRAL INDEX KEY: 0000929887 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-EDUCATIONAL SERVICES [8200] IRS NUMBER: 860419443 STATE OF INCORPORATION: AZ FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: DEFS14A SEC ACT: 1934 Act SEC FILE NUMBER: 000-25232 FILM NUMBER: 96631477 BUSINESS ADDRESS: STREET 1: 4615 EAST ELWOOD ST CITY: PHOENIX STATE: AZ ZIP: 85040 BUSINESS PHONE: 6029665394 MAIL ADDRESS: STREET 2: 4615 E ELWOOD STREET CITY: PHOENIX STATE: AZ ZIP: 85040 DEFS14A 1 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 Scn. 240.14a-11(c) or Scn. 240.14a-12 APOLLO GROUP, INC. ------------------------------------------------ (Name of Registrant as Specified in Its Charter) ------------------------------------------------ (Name of Person(s) Filing Proxy Statement) Payment of Filing Fee (Check the appropriate box): [ ] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or Item 22(a)(2) of Schedule 14A. [ ] $500 per each party to the controversy pursuant to Exchange Act Rule 14a-6(i)(3). [ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and O-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 O-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: ------------------------------------------------------- [X] 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: $125.00 2) Form Schedule or Registration Statement No.: Preliminary Proxy 3) Filing Party: Apollo Group, Inc. 4) Date Filed: August 21, 1996 1 APOLLO GROUP, INC. 4615 East Elwood Street Phoenix, Arizona 85040 NOTICE AND PROXY STATEMENT FOR SPECIAL MEETING OF THE SHAREHOLDERS TO BE HELD ON OCTOBER 15, 1996 A Special Meeting of the Shareholders (the "Special Meeting") of Apollo Group, Inc., an Arizona corporation (the "Company"), will be held at 10:00 a.m. (Arizona Time), on October 15, 1996, at the offices of the Company at 4615 East Elwood Street, Phoenix, Arizona, 85040, for the following purposes: 1. To approve an amendment to the Company's Restated Articles of Incorporation which would increase the number of authorized shares of Class A Common Stock, no par value, of the Company from 65,000,000 to 400,000,000. 2. To transact such other business as may properly come before the Special Meeting, and any adjournment or postponement thereof. Each outstanding share of the Company's Common Stock entitles the holder of record at the close of business on September 5, 1996, to vote at the Special Meeting, or any adjournment or postponement thereof. Shares can be voted at the Special Meeting only if the holder is present or represented by proxy. By Order of the Board of Directors, /s/ John G. Sperling ----------------------------------- Phoenix, Arizona John G. Sperling, Ph.D. September 17, 1996 Chairman of the Board of Directors, President and Chief Executive Officer SHAREHOLDERS ARE EARNESTLY REQUESTED TO SIGN, DATE AND PROMPTLY RETURN THE ENCLOSED PROXY. A POSTAGE-PAID ENVELOPE IS PROVIDED FOR MAILING IN THE UNITED STATES. 2 PROXY STATEMENT FOR SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON OCTOBER 15, 1996 This Proxy Statement is furnished to the holders of Common Stock of Apollo Group, Inc. (the "Company") in connection with the solicitation of proxies to be used in voting at the Special Meeting of Shareholders (the "Special Meeting") to be held on October 15, 1996. THE ENCLOSED PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF THE COMPANY. The proxy materials were first mailed on or about September 17, 1996, to all holders of Common Stock of record at the close of business on September 5, 1996. A person giving the enclosed proxy has the power to revoke it at any time before it is exercised by either (i) attending the Special Meeting and voting in person; (ii) duly executing and delivering a proxy bearing a later date; or (iii) sending written notice of revocation to Peter V. Sperling, Secretary of the Company, at 4615 East Elwood Street, Phoenix, Arizona 85040. The Company will bear the cost of the solicitation of proxies, including the charges and expenses of brokerage firms and others for forwarding solicitation material to beneficial owners of the outstanding Class A Common Stock or Class B Common Stock of the Company. In addition to the use of the mails, proxies may be solicited by personal interview, telephone, facsimile or telegraph. OUTSTANDING SHARES AND VOTING RIGHTS Holders of Class A Common Stock ordinarily do not have any voting rights. However, because of the nature of the proposed amendment to the Company's Restated Articles of Incorporation, the Arizona Business Corporation Act requires that the proposed amendment be approved by holders of a majority of the shares of Class A Common Stock present and entitled to vote at the Special Meeting, voting separately as a class, as well as by holders of a majority of the shares of Class B Common Stock present and entitled to vote at the Special Meeting, voting separately as a class. Only holders of record of Class A Common Stock and Class B Common Stock at the close of business on September 5, 1996 (the "Record Date"), will be entitled to notice of and to vote at the Special Meeting. At the Record Date, there were outstanding 49,476,107 shares of Class A Common Stock and 575,769 shares of Class B Common Stock. Each share of Class A Common Stock and each share of Class B Common Stock will be entitled to one vote upon the proposed amendment to the Company's Restated Articles of Incorporation. Votes cast by proxy or in person at the Special Meeting will be tabulated by the inspectors of election appointed for the meeting and will determine whether or not a quorum is present. The inspectors of election will treat abstentions as shares that are present and entitled to vote for purposes of determining the presence of a quorum, but as unvoted for purposes of determining the approval of any matter submitted to the Class A Shareholders for a vote. Accordingly, abstentions shall have the same effect as a vote against the proposed amendment to the Company's Restated Articles of Incorporation. If a broker indicates on the proxy that it does not have discretionary authority as to certain shares to vote on a particular matter, those shares will not be considered as present and entitled to vote with respect to that matter. 3 PROPOSAL AMENDMENT TO THE COMPANY'S RESTATED ARTICLES OF INCORPORATION TO INCREASE THE AUTHORIZED NUMBER OF SHARES OF CLASS A COMMON STOCK The Company's Board of Directors has determined that it is in the best interests of the Company and its shareholders to amend the Company's Restated Articles of Incorporation to increase the authorized number of shares of Class A Common Stock, no par value, from 65,000,000 to 400,000,000 (the "Proposed Amendment"). If the Company's shareholders approve the Proposed Amendment, the Company will be authorized to issue a total of 404,000,000 shares of capital stock; 400,000,000 shares of Class A Common Stock, 3,000,000 shares of Class B Common Stock and 1,000,000 shares of Preferred Stock. If the Company's shareholders approve the Amendment, it will become effective upon filing a Certificate of Amendment to the Company's Restated Articles of Incorporation with the Corporation Commission of the State of Arizona. A copy of the Company's Amended and Restated Articles of Incorporation reflecting the adoption of the Proposed Amendment is attached hereto as Exhibit A. PURPOSE AND EFFECTS OF THE PROPOSED AMENDMENT The objective of the increase in the authorized number of shares of Class A Common Stock is to ensure that the Company has sufficient shares available for business needs and activities as they arise. Such future activities may include, without limitation, effecting stock splits or dividends, establishing strategic relationships with corporate partners, effecting additional financings, or providing equity incentives to employees, officers or directors. The additional shares also may be issued to acquire or invest in other businesses. The issuance of additional shares of Class A Common Stock would decrease the proportionate equity interest of the Company's current Class A Shareholders and, depending on the price paid for such additional shares, could result in dilution to the Company's current Class A Shareholders. If issued, the additional Class A Common Stock would have rights identical to the currently outstanding Class A Common Stock. Adoption of the Proposed Amendment would not affect the rights of the holders of currently outstanding Class A Common Stock of the Company, except for effects incidental to authorizing an increase in the number of outstanding shares of the Company's Class A Common Stock. As noted above, such incidental effects include a decrease in the proportionate equity interest of current Class A shareholders if additional shares are issued and, depending on the price paid for any additional shares issued, could include dilution to the Company's current Class A shareholders. If the Company's shareholders approve the Proposed Amendment, the Board of Directors may cause the issuance of additional shares of Class A Common Stock without further vote of the shareholders. Current holders of Class A Common Stock or Class B Common Stock do not have preemptive or similar rights, which means that current shareholders do not have a prior right to purchase any new issue of capital stock of the Company in order to maintain their proportionate ownership level. The Company currently has no commitments to issue additional shares of Class A Common Stock, although it is continually exploring potential acquisitions and financing possibilities which could lead to the issuance of additional shares at any time. 4 The Proposed Amendment requires the affirmative vote of the holders of a majority of the shares of Class A Common Stock present and entitled to vote at the Special Meeting, voting separately as a class, and the affirmative vote of the holders of a majority of the Class B Common Stock present and entitled to vote at the Special Meeting, voting separately as a class. As of the Record Date, the directors and executive officers of the Company beneficially owned 48.3% of the outstanding Class A Common Stock and 100.0% of outstanding Class B Common Stock. All of the directors and executive officers of the Company have indicated that they intend to vote for approval of the Proposed Amendment. THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE FOR THE APPROVAL OF THE PROPOSED AMENDMENT. 5 SECURITY OWNERSHIP OF MANAGEMENT The following table sets forth certain information regarding the beneficial ownership of the Common Stock of the Company as of the record date by: (i) each of the Company's directors; and (ii) all directors and executive officers as a group. Except as otherwise indicated, to the knowledge of the Company, all persons listed below have sole voting and investment power with respect to their shares, except to the extent that authority is shared by spouses under applicable law. Class A Shares Class B Shares Beneficially Owned Beneficially Owned Name and Address of ------------------------ ------------------------ Beneficial Owner (1) Number Percent Number Percent - -------------------- --------------- ------- --------------- ------- John G. Sperling 11,118,364(2)(3) 22.4 243,081(12) 42.2 Peter V. Sperling 11,642,594(2)(4) 23.5 232,068(13) 40.3 William H. Gibbs 749,113(5) 1.5 27,950(14) 4.9 Jerry F. Noble 885,797(6) 1.8 27,950 4.9 John D. Murphy 930,467(7) 1.9 27,950(15) 4.9 Dino J. DeConcini 45,825(8) * ___ ___ J. Jorge Klor de Alva 58,500(9) * ___ ___ Thomas C. Weir 45,000(10) * ___ ___ Total for All Directors and Executive Officers as a Group (10 persons) 24,496,399(11) 48.3 575,769 100.0 ___________________ * Less than 1%. (1) The address of each of the listed shareholders, unless noted otherwise, is in care of Apollo Group, Inc., 4615 East Elwood Street, Phoenix, Arizona 85040. (2) Includes 1,498,360 shares held by the John Sperling 1994 Irrevocable Trust dated April 27, 1994 for which Messrs. John and Peter Sperling are the co-trustees. (3) Includes 273,492 shares that Mr. John Sperling has the right to acquire within 60 days of the date of the table set forth above. (4) Includes 165,744 shares that Mr. Peter Sperling has the right to acquire within 60 days of the date of the table set forth above. (5) Includes 163,089 shares that Mr. Gibbs has the right to acquire within 60 days of the date of the table set forth above. (6) Includes 178,182 shares that Mr. Noble has the right to acquire within 60 days of the date of the table set forth above. (7) Includes 193,275 shares that Mr. Murphy has the right to acquire within 60 days of the date of the table set forth above. (8) Includes 45,375 shares that Mr. DeConcini has the right to acquire within 60 days of the date of the table set forth above. 6 (9) Includes 58,500 shares that Mr. Klor de Alva has the right to acquire within 60 days of the date of the table set forth above. (10) Includes 43,500 shares that Mr. Weir has the right to acquire within 60 days of the date of the table set forth above. (11) Includes 1,232,440 shares that the Company's directors and executive officers as a group have the right to acquire within 60 days of the date of the table set forth. (12) Includes 243,080 shares held by the John G. Sperling Revocable Trust dated January 31, 1995 (13) Includes 232,067 shares held by the Peter V. Sperling Revocable Trust dated January 31, 1995. (14) Includes 27,949 shares held by the William H. Gibbs Revocable Trust dated March 8, 1995. (15) Includes 27,949 shares held by the Murphy 1993 Revocable Trust dated February 26, 1993. OTHER MATTERS The Board of Directors does not intend to present at the Special Meeting any matters other than those described herein and does not presently know of any matters that will be presented by other parties. APOLLO GROUP, INC. /s/ John G. Sperling ------------------------------------ September 17, 1996 John G. Sperling, Ph.D. Chairman of the Board of Directors, President and Chief Executive Officer 7 EXHIBIT A AMENDED AND RESTATED ARTICLES OF INCORPORATION OF APOLLO GROUP, INC. FIRST: The name of the corporation is APOLLO GROUP, INC. SECOND: The purposes for which the corporation is organized include the transaction of any or all lawful business for which corporations may be incorporated under Chapter 1 of Title 10, Arizona Revised Statutes, at any time. The character of business which the corporation conducts in the State of Arizona is that of a holding company of stock of corporations which are engaged in the business of the operation and management of institutions of higher education. THIRD: The total number of shares of capital stock which the corporation shall have the authority to issue is 404 million shares, consisting of three classes of capital stock: (a) 400 million shares of Class A Common Stock, no par value per share (the "Class A Common Stock"); (b) 3 million shares of Class B Common Stock, no par value per share (the "Class B Common Stock") (the Class A Common Stock and the Class B Common Stock collectively are sometimes referred to as the "Common Stock"); and (c) 1 million shares of Preferred Stock, no par value per share (the "Preferred Stock"). COMMON STOCK IDENTICAL RIGHTS. Except as otherwise set forth in this Article THIRD, the rights and privileges of the Common Stock shall be identical, including (without limitation) the right to participate ratably in dividends and liquidation distributions. VOTING RIGHTS. Except as otherwise provided herein, the shares of Class A Common Stock shall not be entitled to vote on any matter. Each share of Class B Common Stock shall be entitled to one vote. DIVIDENDS. Holders of Common Stock shall be entitled to share ratably and simultaneously as a single class in all dividends and other distributions of cash, shares of capital stock of the corporation, other securities of the corporation or any other company, or any other right or property as may be declared thereon by the board of directors from time to time out of assets or funds of the corporation legally available therefor. Any dividends payable in common stock of the corporation will be payable solely in Class A Common Stock. PREEMPTION AND SUBSCRIPTION RIGHTS. Holders of Common Stock are not entitled to any preemption or subscription rights with respect to their shares of Common Stock. 8 CONVERSION RIGHTS. No Class A Common Stock may ever be converted into Class B Common Stock. Each share of Class B Common Stock is convertible into Class A Common Stock at any time at the option of the holder thereof. Such conversion shall be on a share-for-share basis, one fully paid and non-assessable share of Class A Common Stock for each share of Class B Common Stock so converted. At the time of a conversion, the record holders of Class B Common Stock shall deliver to the office of the corporation or any transfer agent for the Class A Common Stock (i) the certificate or certificates representing the Class B Common Stock to be converted, duly endorsed in blank or accompanied by proper instruments of transfer and (ii) written notice to the corporation stating that such record holder elects to convert such share or shares. Conversion shall be deemed to have been effected at the close of business on the date when such delivery is made to the corporation of the shares to be converted, and the person exercising such voluntary conversion shall be deemed to be the holder of record of the number of shares of Class A Common Stock issuable upon such conversion at such time. The corporation shall promptly deliver certificates evidencing the appropriate number of shares of Class A Common Stock to such person. In the event of the conversion of less than all of the shares of Class B Common Stock evidenced by a certificate surrendered to the corporation in accordance with the procedures of this Article THIRD, the corporation shall execute and deliver to the holder of such certificate, without charge to such holder, a new certificate evidencing the number of shares of Class B Common Stock not converted. Shares of Class B Common Stock that are converted into Class A Common Stock as provided herein shall be retired and canceled and shall not be reissued. RESERVATION. The corporation hereby reserves and shall at all times reserve and keep available, out of its authorized and unissued shares of Class A Common Stock, for the purposes of effecting conversions, such number of duly authorized shares of Class A Common Stock as shall from time to time be sufficient to effect the conversion of all outstanding shares of Class B Common Stock. All the shares of Class A Common Stock so issuable shall, when so issued, be duly and validly issued, fully paid and non-assessable. CONSIDERATION ON MERGER, CONSOLIDATION, ETC. In any merger, consolidation, or business combination, the consideration to be received per share by the holders of Class A Common Stock and Class B Common Stock must be identical for each class of stock, except that in any such transaction in which shares of Common Stock are to be distributed, such shares may differ as to voting rights to the extent that voting rights now differ among the Class A Common Stock and the Class B Common Stock. LIQUIDATION. In the event the corporation shall be liquidated (either partially or completely), dissolved, or wound up, whether voluntarily or involuntarily, the holders of Common Stock shall be entitled to share ratably as a single class in the net assets of the corporation available to holders of Common Stock; that is, an equal amount of net assets shall be distributed in respect of each share of Class A Common Stock and Class B Common Stock. CLASS B COMMON STOCK. There are 575,769 shares of Class B Common Stock issued and outstanding. No additional shares of Class B Common Stock shall be issued, except pursuant to any recapitalization or stock split where such recapitalization or stock split results in a proportionate change in the shares of Class A Common Stock. 9 AUTOMATIC CONVERSION OF CLASS B COMMON STOCK. If at any time the total number of shares of Class B Common Stock outstanding is less than 115,154 (20% of the total number of shares of Class B Common Stock issued and outstanding) (subject to adjustment for any recapitalization or stock split), then each share of Class B Common Stock shall be automatically converted into one fully paid and non-assessable share of Class A Common Stock at such time (the "Conversion Date"). Thereafter, each share of Class A Common Stock shall be entitled to one vote. At the time of a conversion, the record holders of Class B Common Stock shall deliver to the office of the corporation or any transfer agent for the Class A Common Stock the certificate or certificates representing the Class B Common Stock, duly endorsed in blank or accompanied by proper instruments of transfer. Conversion shall be deemed to have been effected at the close of business on the Conversion Date. The corporation shall promptly deliver certificates evidencing the appropriate number of shares of Class A Common Stock to each record holder of Class B Common Stock. NO AMENDMENT OR MODIFICATION. The two immediately preceding sections entitled "CLASS B COMMON STOCK" and "AUTOMATIC CONVERSION OF CLASS B COMMON STOCK" shall be amended or modified only upon: (1) a separate majority vote of the holders of the Class A Common Stock voting as a class; (2) a separate majority vote of the holders of the Class B Common Stock voting as a class; and (3) a separate majority vote of the holders of the Class A Common Stock who do not possess beneficial ownership of any shares of Class B Common Stock. PREFERRED STOCK Shares of Preferred Stock may be issued from time to time in one or more series as may be determined by the board of directors. Subject to the provisions of this Article THIRD, the board of directors is authorized to determine the designations, preferences, privileges, and voting powers of the shares of each series of Preferred Stock, and the restrictions and qualifications thereof, by resolution duly adopted prior to the issuance of any shares of Preferred Stock, PROVIDED that no series of Preferred Stock shall be entitled to vote on any matter unless also authorized by the holders of at least 80% of the issued and outstanding Class B Common Stock. All shares of Preferred Stock shall rank senior to the Common Stock in respect of the right to receive dividends and the right to receive payment out of the assets of the corporation upon voluntary or involuntary liquidation, dissolution, or winding up of the corporation. FOURTH: The name and address of the statutory agent of the corporation is CT CORPORATION SYSTEM, 3225 North Central Avenue, Phoenix, Arizona 85012. The address of the place of business of the corporation is 4615 East Elwood Street Phoenix, Arizona 85040. FIFTH: The number of directors constituting the board of directors of the corporation is eight. The names and addresses of the persons who are to serve as directors until the next annual meeting of shareholders, or until their successors are elected and qualified, are: 10 Name Address - ------------------------- ------------------------------------- John G. Sperling 4615 East Elwood Street Phoenix, Arizona 85040 William H. Gibbs 4615 East Elwood Street Phoenix, Arizona 85040 Jerry F. Noble 4615 East Elwood Street Phoenix, Arizona 85040 John D. Murphy 4615 East Elwood Street Phoenix, Arizona 85040 Peter V. Sperling 4615 East Elwood Street Phoenix, Arizona 85040 Thomas C. Weir 4615 East Elwood Street Phoenix, Arizona 85040 J. Jorge Klor de Alva 4615 East Elwood Street Phoenix, Arizona 85040 Dino J. DeConcini 4615 East Elwood Street Phoenix, Arizona 85040 SIXTH: A quorum for the transaction of business at any meeting or adjourned meeting of the Board of Directors shall consist of one-third (1/3) of those then in office. SEVENTH: A director of the corporation shall not be personally liable to the corporation or its shareholders for monetary damages for breach of fiduciary duty as a director, except for liability for any of the following: (a) any breach of the director's duty of loyalty to the corporation or its shareholders, (b) acts or omissions which are not in good faith or which involve intentional misconduct or a knowing violation of law, (c) authorizing the unlawful payment of a dividend or other distribution on the corporation's capital stock or the unlawful purchase of its capital stock, (d) any transaction from which the director derived an improper personal benefit, or (e) a violation of Arizona Revised Statutes Section 10-041. Any repeal or modification of the foregoing paragraph shall not adversely affect any right or protection of a director of the corporation existing hereunder with respect to any act or omission occurring prior to or at the time of such repeal or modification. 11 PROXY APOLLO GROUP, INC. SPECIAL MEETING OF SHAREHOLDERS This proxy is solicited on behalf of the Board of Directors. The undersigned hereby appoints John G. Sperling and William H. Gibbs, or any one of them acting in the absence of the other with full powers of substitution, and the true and lawful attorneys and proxies of the undersigned to vote, as designated below, all shares of Class A Common Stock and Class B Common Stock of the Apollo Group, Inc. (the "Company") which the undersigned is entitled to vote at the Special Meeting of Shareholders of the Company to be held at the offices of the Company at 4615 East Elwood Street, Phoenix, Arizona 85040, on October 15, 1996 at 10:00 a.m., and at any and all adjournments or postponements thereof. This proxy will be voted as directed or, if not direction is indicated, will be voted FOR the Proposed Amendment to the Company's articles of incorporation, and as said proxies deem advisable on such other matters as may come before this meeting. 1. To approve an amendment to the Company's Restated Articles of Incorporation increasing the number of authorized shares of Class A Common Stock, no par value, from 65,000,000 to 400,000,000 shares. ___ FOR ___ AGAINST ___ ABSTAIN PLEASE MARK, SIGN, DATE AND RETURN THIS CARD USING THE ENCLOSED ENVELOPE ____________________________________________ Signature Date ____________________________________________ Signature if held jointly Date Please sign exactly as your name appears. If shares are held by joint tenants, both should sign. When signing as attorney, executor, administrator, trustee, or guardian, please give full title. 12 -----END PRIVACY-ENHANCED MESSAGE-----