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
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[Company Letterhead]
May 26, 2005 YOUR VOTE IS URGENTLY REQUESTED
Dear Shareholder:
At the recently held Annual Meeting of Shareholders, shareholders approved
the election of directors, ratification of our registered independent public
accounting firm, a proposal relating to an amendment to your Company's
Certificate of Incorporation to permit a 1-for-100 reverse/forward stock split
in the discretion of the Board and a proposal to approve voting for control
shares owned or which may be acquired by Thomas W. Smith or his affiliates.
However, it was decided to recess the meeting to permit voting to continue on
Proposal 5 repealing certain anti-takeover provisions in the Company's
Certificate of Incorporation. The meeting will be reconvened for final vote
tabulation on Proposal 5 on June 22, 2005 at 10:00 a.m. This proposal is
described in detail in the Company's Proxy Statement dated April 11, 2005 that
was previously provided to you.
Since we had not received your vote by meeting time, please find enclosed a
proxy card soliciting your. This proxy card is soliciting your vote on all 5
proposals. Since the other proposals have already been ratified and the vote
certified, you do not need to vote them. However, if you are voting by Internet
or Telephone, you will need to vote on the other proposals. These systems will
ignore your vote on all proposals except for proposal 5. As a holder of record
on April 11, 1992, you retain the right to vote at the recessed Meeting even if
you have sold your shares.
As described in the previously delivered proxy statement, approval of
Proposal 5 will eliminate a roadblock to potentially desirable business
combinations. Institutional Shareholder Services has recommended that
shareholders vote in favor of this proposal.
Shareholders at the Annual Meeting overwhelmingly supported passage of
Proposal 5 by the margin of 80 to 1, but the required 80% of outstanding shares
approval was not achieved by 1,314,168 votes. We believe that it is in the best
interest of the Company and its shareholders to allow additional time to obtain
the votes necessary for passage.
Regardless of the size of your shareholdings, your vote is important.
Please vote on Proposal 5 by telephone or by using the Internet as instructed on
the enclosed proxy card, or complete, sign and date the enclosed Proxy Card and
return it promptly in the envelope enclosed for that purpose. You may vote in
person if you attend the reconvened meeting.
Sincerely,
/s/ Harland C. Stonecipher
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Harland C. Stonecipher, Chairman,
Chief Executive Officer and President
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IMPORTANT
If you have any questions, or need assistance in voting your shares, please
contact the firm assisting us in the solicitation of proxies:
Georgeson Shareholder Communications Inc.
TOLL FREE: 1-800-790-6795
BANKS & BROKERS CALL: 212-440-9800
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Appendix A
The accompanying additional proxy material will be released to shareholders
on or about May 31, 2005.