Bellavista Capital Inc – ‘DEF 14A’ for 4/30/03

On:  Thursday, 5/1/03, at 5:29pm ET   ·   Effective:  5/1/03   ·   For:  4/30/03   ·   Accession #:  1011723-3-33   ·   File #:  0-30507

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Definitive Proxy Solicitation Material   —   Schedule 14A
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: DEF 14A     Initial Filing                                         9     45K 

Document Table of Contents

DEF 14A
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SCHEDULE 14A

 Information Required in Proxy Statement

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 Sec.240.14a-12                               

PRIMECORE MORTGAGE TRUST, INC.
------------------------------
(Name of Registrant as Specified In Its Charter)

 N/A
 (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:                                                     ______

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Primecore Mortgage Trust, Inc.

 99 El Camino Real
Menlo Park, CA
(650) 328-3060

--------------------------------------------------------------------------------

Notice of Annual Meeting of Shareholders

To Our Shareholders:                                                            

You are cordially invited to attend the Annual Meeting of Shareholders of       
Primecore Mortgage Trust, Inc., a Maryland corporation (the "Company"), to be   
held on Thursday, June 26, 2003 at 11:00 a.m., Pacific Daylight Time, at The    
Stanford Park Hotel, 100 El Camino Real, Menlo Park, California, for the        
following purposes:                                                             

1.       The election of two Class III Directors to serve until the Company's   
  Annual Meeting of Shareholders to be held in 2006, or until such
director's successor is elected and qualified; and            

2.       To transact such other business as may properly come before the Annual 
Meeting or at any adjournments or postponements thereof.      

A proxy statement describing the matters to be considered at the 2003 Annual    
Meeting is attached to this notice. The Board of Directors has fixed the close  
of business on April 30, 2003 as the record date for determination of           
shareholders entitled to notice of, and to vote at, the Annual Meeting and at   
any adjournments thereof.                                                       

Management desires to have a maximum representation of shareholders at the      
Annual Meeting. Only shareholders entitled to notice and to vote, and other     
invited guests of the Company, shall attend. The Company may incur substantial  
additional proxy solicitation costs if a sufficient number of proxies are not   
returned in advance of the Annual Meeting. In order that your shares may be     
represented at the Annual Meeting, management respectfully requests that you    
date, execute and promptly mail the enclosed proxy in the accompanying          
postage-paid envelope. A shareholder may revoke a proxy by notice in writing to 
the Secretary of the Company at any time prior to its use, by presentation of a 
later-dated proxy, or by attending the Annual Meeting and voting in person.     

                                    By Order of the Board of Directors

Menlo Park, California                   Ben Hamburg                            
May 12, 2003                             Secretary                              

|----------------------------------------------|  
|                                              |  
|    YOUR VOTE IS IMPORTANT. WHETHER OR NOT    |  
|    YOU PLAN TO ATTEND THE ANNUAL MEETING,    |  
|    PLEASE COMPLETE, SIGN AND DATE THE        |  
|    ENCLOSED PROXY, AND PROMPTLY RETURN IT    |  
|    IN THE ENCLOSED STAMPED ENVELOPE.         |  
|                                              |  
|----------------------------------------------|  

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Primecore Mortgage Trust, Inc.

 99 El Camino Real
Menlo Park, CA
(650) 328-3060

 Proxy Statement
Annual Meeting of Shareholders
To Be Held June 26, 2003

GENERAL INFORMATION                                                             

The Board of Directors of Primecore Mortgage Trust, Inc., a Maryland            
corporation, is furnishing this proxy statement in connection with its          
solicitation of proxies for use at the annual meeting of shareholders to be held
on June 26, 2003 at 11:00 a.m., Pacific Daylight Time, at The Stanford Park     
Hotel, 100 El Camino Real, Menlo Park, California, and at any adjournment or    
postponement thereof. This proxy statement, the accompanying proxy and the      
notice of annual meeting are being provided to shareholders beginning on or     
about May 12, 2003.                                                             

Voting of Proxies                                                               

Shares of the common stock and Class A Convertible preferred stock represented  
by all properly executed proxies received in time for the annual meeting will be
voted in accordance with the choices specified in the proxies. Unless contrary  
instructions are indicated on the proxy, the shares will be voted FOR the       
election of the nominees named in this proxy statement as directors.            

In the event that a quorum is not present at the time the annual meeting is     
convened, or if for any other reason the Company believes that additional time  
should be allowed for the solicitation of proxies, the shareholders entitled to 
vote at the annual meeting, present in person or represented by proxy, will have
the power to adjourn the meeting from time to time, without notice other than   
announcement at the meeting. If the Company proposes to adjourn the annual      
meeting by a vote of shareholders, the persons named in the enclosed form of    
proxy will vote all shares of stock for which they have voting authority in     
favor of such adjournment.                                                      

The management and the Board of Directors know of no matters to be brought      
before the annual meeting other than as set forth herein. To date, Primecore    
Mortgage Trust, Inc. has not received any shareholder proposals. If any other   
matter of which the management and Board of Directors are not now aware is      
presented properly to the shareholders for action, it is the intention of the   
proxy holders to vote in their discretion on all matters on which the shares    
represented by such proxy are entitled to vote.                                 

Voting Rights                                                                   

Holders of shares of Primecore Mortgage Trust, Inc.'s common stock and Class A  
Convertible preferred stock, par value $0.01 per share, at the close of business
on April 30, 2003, the record date, are entitled to notice of, and to vote at,  
the annual meeting. On that date, 22,487,371 shares of Class A Convertible      
preferred stock and one hundred (100) shares of common stock were outstanding.  
Each share of common stock and Class A Convertible preferred stock outstanding  
on the record date is entitled to one vote on each matter presented at the      
annual meeting. The presence, in person or by proxy, of shareholders            
representing 50% or more of the issued and outstanding stock entitled to vote   
constitutes a quorum for the transaction of business at the annual meeting. If a
quorum is present, (1) a plurality of the votes cast at the annual meeting is   
required for election of a director, and (2) the affirmative vote of the        
majority of the shares present, in person or by proxy, at the annual meeting and
entitled to vote is required for all other matters. Cumulative voting in the    
election of directors is not permitted.                                         

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Solicitation of Proxies                                                         

The costs of this solicitation by the Board of Directors will be borne by       
Primecore Mortgage Trust, Inc. Proxy solicitations will be made by mail. They   
also may be made by personal interview, telephone, facsimile transmission,      
internet via the Primecore website, and telegram. Primecore Mortgage Trust, Inc.
does not expect to engage an outside firm to solicit votes, but if such a firm  
is engaged subsequent to the date of this proxy statement, the cost is estimated
to be less than $5,000.00, plus reasonable out-of-pocket expenses.              

Revocability of Proxy                                                           

The giving of the enclosed proxy does not preclude the right to vote in person  
should the shareholder giving the proxy so desire. A proxy may be revoked at any
time prior to its exercise by delivering a written statement to the Company's   
Secretary that the proxy is revoked, by presenting a later-dated proxy, or by   
attending the annual meeting and voting in person.                              

Additional Materials                                                            

A Notice of Meeting and a form of Proxy are included with the mailing of this   
proxy statement. A copy of the Company's combined Annual Report to Shareholders 
and Form 10-K Annual Report filed with the Securities Exchange Commission on    
March 31, 2003, which includes our audited financial statements for the year    
ended December 31, 2002, also is included with the mailing of this proxy        
statement. The combined Annual Report to Shareholders and Form 10-K Annual      
Report is not to be considered a part of these proxy solicitation materials. An 
additional copy of the Form 10-K Annual Report, including exhibits, will be     
furnished without charge to beneficial shareholders or shareholders of record   
upon request to Eric Hanke, Primecore, 99 El Camino Real, Menlo Park, CA 94025  
or by calling Mr. Hanke at (650) 328-3060.                                      

ITEM 1 - ELECTION OF DIRECTORS                                                  

The current authorized number of members of the Board of Directors is five. The 
Board is divided into three classes, each having a three-year term, designated  
Class I (one director), Class II (two directors) and Class III (two directors), 
with one class standing for election at the annual meeting of shareholders each 
year. In addition, where there has been a vacancy on the Board of Directors due 
to resignation or removal or due to an increase in the size of the Board, a     
majority of the Board of Directors shall elect the person to fill the vacancy,  
provided that such person shall hold office until the next annual meeting of    
shareholders. There currently exists one vacancy of a Class II director. At this
year's annual meeting, two Class III Directors are to be elected. The nominees  
for Class III Directors are set forth below. The proxy holder intends to vote   
all proxies received by the proxy holder in the accompanying form of proxy FOR  
all of the nominees for Director listed below unless otherwise specified by the 
shareholder. In the event any nominee is unable or declines to serve as a       
Director at the time of the annual meeting, the proxies for such nominee will be
voted for any nominee who shall be designated by the present Board of Directors 
to fill the vacancy. In the event that additional persons are nominated for     
election as Directors, the proxy holder intends to vote all proxies received for
the nominees listed below and against any other nominees. As of the date of this
proxy statement, the Board of Directors is not aware that any nominee is unable 
or will decline to serve as Director. The nominees listed below already serve as
Directors of Primecore Mortgage Trust, Inc.                                     

The election to the Board of Directors of the nominees identified in the proxy  
statement will require the affirmative vote of a plurality of the outstanding   
shares of Class A Convertible preferred stock present in person or represented  
by proxy at the annual meeting.                                                 

The Board of Directors unanimously recommends that shareholders vote "FOR" the  
nominees identified below.                                                      

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Nominees to Board of Directors                                                  

        Name                      Position with Primecore Mortgage Trust, Inc.
        ----                      --------------------------------------------

Michael Rider             Chief Financial Officer and Director
James Barrington          Director                            

Class III Nominees - Term Expiring 2006                                         

Michael Rider, age 41, is a co-founder, director, treasurer and Chief Financial 
Officer of the Company. Mr. Rider's term of office as a director expires in     
2003. Mr. Rider is a Certified Public Accountant. Mr. Rider was controller, then
Chief Financial Officer for The Plymouth Group and its successor, TPG           
Development Corporation, a San Francisco Bay Area real estate development       
company from 1991 until 1998. Since July 1998, he has served as Chief Financial 
Officer of Primecore Funding Group, Inc. He is also the Chief Financial Officer 
for our affiliates: Primecore Properties, Inc., and 99 Investors, LLC.          

James Barrington, 62, has been a member of the Board since March 1, 2001, and   
before then served as an advisory director to the Company. From 1965 to 1999,   
Mr. Barrington was with Arthur Andersen LLP, serving primarily as an audit and  
business advisory partner. In his capacity as a partner of Arthur Andersen LLP, 
Mr. Barrington did not personally provide any services to the Company. Mr.      
Barrington retired from Arthur Andersen LLP on August 31, 1999, and has been    
retired but doing limited consulting work since that time. Mr. Barrington       
received a B.S. in accounting from San Jose State University and a M.B.A. from  
the University of California at Berkeley.                                       

Other Directors With Continuing Terms (Not Subject to Vote at Meeting)          

Class I Director--Term Expiring 2004                                            

Susan Fox, age 46, is a co-founder, director, President and Chief Executive     
Officer of the Company. Ms. Fox is also a director, President and sole          
shareholder of our manager, Primecore Funding Group, Inc., and other            
affiliated companies. Ms. Fox has been involved in real estate development and  
construction lending for over twenty years. In 1993, Ms. Fox became a           
consultant, then employee and President of Jim Ward & Associates, Inc. Ms. Fox  
was responsible for dealing with substantial loan workout situations relating to
loans made prior to her retention by Jim Ward & Associates. Since 1996, Ms. Fox 
has been the President of Primecore Funding Group, Inc. Ms. Fox has overall     
management responsibility and primary responsibility for loan underwriting and  
managing the loan portfolio.                                                    

Class II Director - Term Expiring 2005                                          

Robert L. Puette, 61, has been a member of the Board since March 1, 2001, and   
became Chairman of the Board on April 30, 2003. Prior to becoming a member of   
the Board, Mr. Puette served as an advisory director to the Company. He is      
currently a Partner with WK Technology Fund, a venture capital firm. Between    
1997 and 2000, Mr. Puette was the President, Chief Executive Officer, and member
of the Board of Directors of Centigram Communications Corporation (NASDAQ), a   
communications technology firm. Prior to his position at Centigram, from 1995 to
1997, Mr. Puette served as President, CEO and Chairman of the Board of Directors
at NetFRAME Systems (NASDAQ), a high-availability computer server company, and  
from 1990 to 1993, Mr. Puette served as President of Apple USA, Apple           
Corporation (NASDAQ). Prior to 1990, Mr. Puette served as a Group General       
Manager of Hewlett-Packard Corporation (NYSE). Mr. Puette is also on the Board  
of Cupertino Electric Corporation (Private) and the Magis Network Corporation   
(Private), and is a former director of Cisco Systems (NASDAQ). Mr. Puette holds 
a BSEE degree from Northwestern University and a MSOR degree from Stanford      
University.                                                                     

One Class II Director position is currently vacant.                             

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Directors' Meetings and Committees                                              

The Board of Directors has not established standing audit, nominating or        
compensation committees or committees performing similar functions. During 2002,
there were nine meetings of the Board of Directors. All directors attended at   
least 75% of the meetings of the Board of Directors.                            

Compensation of Directors                                                       

None of the directors of the Company who also serve as executive officers or    
employees of our affiliates receives any separate compensation for service on   
our Board of Directors or on any Board committee. Although all directors are    
entitled to receive reimbursement of reasonable out-of-pocket expenses incurred 
in connection with meetings of the Board of Directors, to date, no director has 
requested compensation for out of pocket expenses. Mr. Puette and Barrington,   
who are not employed by our affiliates or us, receive annual compensation of    
$30,000 and $25,000, respectively. Our charter obligates us to indemnify our    
directors and officers and to pay or reimburse expenses for such individuals in 
advance of the final disposition of a proceeding to the maximum extent permitted
from time to time by Maryland law. The Maryland General Corporation Law, the    
"Maryland GCL", permits a corporation to indemnify its present and former       
directors and officers, among others, against judgments, penalties, fines,      
settlements and reasonable expenses actually incurred by them in connection with
any proceeding to which they may be made a party by reason of their service in  
those or other capacities, unless it is established that (a) the act or omission
of the director or officer was material to the matter giving rise to the        
proceeding and (1) was committed in bad faith, or (2) was a result of active and
deliberate dishonesty, (b) the director or officer actually received an improper
personal benefit in money, property or services, or (c) in the case of any      
criminal proceeding, the director or officer had reasonable cause to believe    
that the act or omission was unlawful.                                          

Compensation Committee Interlocks                                               

No interlocking relationship exists between the Board of Directors or officers  
responsible for compensation decisions and the board of directors or            
compensation committee of any other company, nor has any such interlocking      
relationship existed in the past.                                               

Officers of Primecore Mortgage Trust, Inc.                                      

Our executive officers and senior officers and their positions are:             

Name                         Position                       
----                         --------                       

      Susan Fox                    President and Chief Executive Officer
   Robert Puette                Chairman of the Board of Directors
      Michael Rider                Treasurer and Chief Financial Officer
Ben Hamburg                  Secretary                      

Executive officers are appointed by the Board of Directors, serve at the Board's
pleasure and may be removed from office at any time without cause. There are no 
family relationships among the directors and officers. Mr. Puette receives the  
compensation noted above for his service as Chairman of the Board of Directors. 
None of the other executive officers of the Company receive compensation from us
for their services; all are paid directly by our manager as part of and not in  
addition to the management fee. The management fee is discussed below. We do not
have a stock option or deferred compensation plan.                              

Beneficial Ownership of Capital Stock by Large Securityholders                  

All of our common stock is owned by directors as discussed in the next section. 
No person beneficially owns more than 5% of Class A Convertible Preferred stock.

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Beneficial Ownership of Capital Stock by Directors and Management               

The following table presents information regarding the beneficial ownership of  
our capital stock as of March 31, 2003 of: (1) each of our directors and        
executive officers; and (2) all of our directors and executive officers as a    
group. Unless otherwise indicated in the footnotes to the table, the beneficial 
owners named have, to our knowledge, sole voting and investment power with      
respect to the shares beneficially owned, subject to community property laws    
where applicable.                                                               

                                 Number              Percent
Title of Class      Beneficial Owner     of Shares           of Class       
             ----------------     ---------           --------
Class A                                                                   
Convertible      Susan Fox              25,785                *       
Preferred        Michael Rider           5,000                *       
          Ben Hamburg             5,318                *
           Robert Puette         405,241               1.8
                                     ------------------- -------------------

           Total                 441,344               2.0
                                     =================== ===================

           Susan Fox                  60                60
           Michael Rider              20                20
                                     =================== ===================

           Total                      80                80
                                     =================== ===================

* Less than one percent of our outstanding capital stock                        

Section 16(a) Beneficial Ownership Reporting Compliance                         

Ms. Fox and Mr. Rider were directors and officers of the Company throughout     
2002. Mr. Puette and Mr. Barrington were directors throughout 2002. Because no  
person has ever owned more than 10% of the outstanding Class A Convertible      
Preferred stock, only the Company's officers and directors have been required to
report under Section 16(a) of the Securities Exchange Act of 1934. Statements of
beneficial ownership on SEC Form 3 or 5 respecting their ownership of common    
stock and Class A Convertible Preferred stock have been filed.                  

Transactions Involving Management                                               

Management Agreement and Fees                                                   

Prior to January 1, 2003, we paid management fees based on the amount of loan   
commitments outstanding at the end of each month. During the year ended December
31, 2002, our management fee expense was $9,630,071 compared with $11,345,585   
and $10,967,249 in 2001 and 2000 respectively. The decrease in our management   
fee expense resulted primarily from the decrease in the amount of our loan      
commitments during 2002.                                                        

As of October 17, 2002, we entered into an amended and restated management      
agreement with our manager, Primecore Funding Group, Inc. The agreement was     
included in an 8-K filing on December 20, 2002. The agreement generally provides
that the fees our manager earns will be based on three components: a base fee,  
determined monthly, of 3.125% per annum of the total carrying amount of our     
investments in real estate, determined according to US GAAP; a cash flow bonus, 
determined quarterly, payable only upon achieving certain levels of loan        
repayments; and a rate of return bonus, determined quarterly, which is payable  
only upon achieving certain income per share returns for holders of Preferred   
Stock.                                                                          

The changes made to the management agreement are intended to provide a better   
alignment of interest between our manager and the shareholders given current    
economic realities. The base fee is a reduced fee given the current portfolio   
since the fee is based on the carrying amount of ADC loans, instead of loan     
commitments. To the extent that the manager's actions produce results that are  
above base expectations, the manager will be rewarded. Under the restructured   
agreement our base management fee expense is expected to be reduced from $9.6   
million in 2002 to approximately $4.5 million in 2003.                          

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The management agreement has a term of three years from January 1, 2001. The    
agreement is renewed automatically for successive one-year periods unless we    
deliver a timely notice of non-renewal. Upon non-renewal of the agreement       
without cause, a termination fee will be payable to the manager in an amount    
equal to 4% of the total loan commitments in our mortgage loan portfolio. In    
addition, we have the right to end the agreement at any time upon the happening 
of specified events, after notice and an opportunity to cure, including a       
material breach by the manager of any provision contained in the agreement. Upon
termination for cause, no termination fee will be payable to the manager.       

We have agreed to indemnify the manager's directors, officers, shareholders and 
employees for all expenses, losses, damages, liabilities, demands, charges and  
claims arising from any acts or omissions of the manager made in good faith in  
the performance of its duties under the management agreement and not            
constituting bad faith, willful misconduct, gross negligence or reckless        
disregard of its duties.                                                        

Affiliates                                                                      

We have other affiliates, which are entities with whom we share common officers 
and some common directors, but which have their own business purposes. The      
following is a list of other operating affiliates:                              

Primecore Funding Group, Inc., our affiliate, manages all of our business,      
subject to direction from our Board of Directors. Our manager bears all         
operating expenses connected with originating and managing our mortgage loan    
portfolio, and receives a monthly management fee that is established by a       
written management agreement that we entered into with our manager. Primecore   
Funding Group, Inc. holds a restricted real estate license issued by the        
California Department of Real Estate. Our headquarters are the offices of our   
manager. We currently do not pay any rent for our headquarters, as these        
expenses are borne by our manager.                                              

Primecore Properties, Inc. is a California corporation, incorporated in 1997.   
Ms. Fox is its sole shareholder and one of its directors. Primecore Properties, 
Inc. is licensed by the California Department of Real Estate as a real estate   
corporation. Primecore Properties, Inc. provides some services to us through an 
agreement with our manager. Primecore Properties, Inc. does not receive any     
compensation from us.                                                           

Legal Proceedings                                                               

Neither Primecore Mortgage Trust, Inc. nor any nominee for director is a party  
to any legal or regulatory proceedings that we expect to have any material,     
adverse impact on the Company.                                                  

OTHER BUSINESS                                                                  

The Board of Directors knows of no other matters, which may be presented for    
shareholder action at the meeting. However, if other matters do properly come   
before the meeting, it is intended that the persons named in the proxies will   
vote upon them in accordance with their best judgments.                         

SHAREHOLDER PROPOSALS -2004 ANNUAL MEETING                                      

Shareholders are entitled to present proposals for action at a forthcoming      
shareholder's meeting if they comply with the requirements of the proxy rules.  
The Primecore Mortgage Trust, Inc. Bylaws provide that any shareholder wishing  
to bring any matter before the annual meeting must deliver notice to the        
Secretary at the principal executive offices of the Company not less than 90    
days before the first anniversary of the mailing date of the notice of the      
preceding year's annual meeting. Any proposals intended to be presented at the  
2004 annual meeting of shareholders must be received at Primecore Mortgage      
Trust, Inc.'s offices on or before February 12, 2004, in order to be considered 
for inclusion in the proxy statement and form proxy relating to such meeting.   

                                        BY ORDER OF THE BOARD OF DIRECTORS
Menlo Park, California                                                          
May 12, 2003                               Ben Hamburg, Secretary               

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Primecore Mortgage Trust, Inc.
 Revocable Proxy

 For Annual Meeting of Shareholders on June 26, 2003
 This Proxy is Solicited on Behalf of the Board of Directors

The undersigned appoints Ben Hamburg, with full powers of substitution, to act  
as attorney and proxy for the undersigned to vote, as designated on this proxy, 
all shares of the Common Stock and the Class A Convertible Preferred Stock of   
Primecore Mortgage Trust, Inc. (the "Company") which the undersigned is entitled
to vote at the Company's Annual Meeting of Shareholders to be held at The       
Stanford Park Hotel, 100 El Camino Real, Menlo Park, California, on June 26,    
2003 at 11:00 a.m., Pacific Daylight Time, and at any and all adjournments, in  
the manner indicated and in his discretion on any other business which may      
properly come before the meeting.                                               

THE BOARD RECOMMENDS A VOTE FOR EACH OF THE LISTED ITEMS
   ---

Item 1 - ELECTION OF DIRECTOR -- The Board recommends a vote FOR election of the
     following nominees:

(1) Michael Rider; (2) James Barrington.                      

Michael Rider                                           

       FOR               AGAINST           ABSTAIN

James Barrington                                        

       FOR               AGAINST           ABSTAIN

THIS PROXY WILL BE VOTED AS DIRECTED, BUT IF YOU SIGN WITHOUT OTHERWISE MARKING 
THE FORM, THIS PROXY WILL BE VOTED AS RECOMMENDED BY THE BOARD OF DIRECTORS ON  
ALL MATTERS TO BE CONSIDERED AT THE MEETING. THIS PROXY WILL BE VOTED BY THE    
INDIVIDUAL NAMED IN THIS PROXY IN HIS BEST JUDGMENT. AT THE PRESENT TIME, THE   
BOARD OF DIRECTORS KNOWS OF NO OTHER BUSINESS TO BE PRESENTED AT THE MEETING.   

                                         Dated: --------------------------, 2003

------------------------------------     ------------------------------------   
Print Name                               Signature                              

------------------------------------     ------------------------------------   
Print Name                               Signature                              

(Please sign exactly as name appears on stock certificate. Where stock is       
registered jointly, all owners must sign. Corporate owners should sign full     
corporate name by an authorized person. Executors, administrators, trustees or  
guardians should indicate their status when signing.)                           

Please indicate if you plan on attending the annual meeting: Yes ____No _____   

If you would like to receive future shareholder mailings, including all         
materials related to the annual meeting by email instead of by regular mail,    
please list your email address: __________________________________________      

PLEASE COMPLETE, SIGN AND DATE THIS PROXY 
AND RETURN IT IN THE ENCLOSED ENVELOPE. 

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘DEF 14A’ Filing		Date		First		Last			Other Filings
		2/12/04		8
		6/26/03		2		9
		5/12/03		2		8
Filed on / Effective on:		5/1/03
For Period End:		4/30/03		2		5
		3/31/03		4		7			10-K,  10-Q
		1/1/03		7
		12/31/02		4		7			10-K
		12/20/02		7					8-K
		10/17/02		7					8-K
		3/1/01		5
		1/1/01		8
		8/31/99		5
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