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[Bell & Howell Letterhead]
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Notice of
Year 2001
Annual Meeting
and
Proxy Statement
[BELL & HOWELL LETTERHEAD]
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Bell & Howell Company
300 N. Zeeb Road
Ann Arbor MI 48103
April 19, 2001
Dear Shareholder,
You are invited to attend the Year 2001 Annual Meeting of Shareholders to be
held at 8:00 a.m. on Wednesday, May 16, 2001, in Ann Arbor, Michigan.
As in previous years, if you cannot attend the meeting in person you will be
able to listen to the meeting live over the Internet. Please see the
instructions for connecting to the Bell & Howell website enclosed separately
with this Proxy Statement.
The Annual Meeting will begin with voting for directors and continue with
other business matters properly brought before the meeting, and will be
followed by my summary of the Company's 2000 performance and a question and
answer period.
Whether or not you plan to attend, you can be sure your shares are
represented at the meeting by promptly completing, signing, and dating the
enclosed proxy form, and returning it to us in the enclosed envelope. Or, as an
alternative method, you may cast your vote via the Internet or by telephone.
Cordially,
[Signature of James P. Roemer]
James P. Roemer,
Chairman of the Board
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
Time..................... 8:00 a.m. EST on Wednesday, May 16, 2001
Place.................... Bell & Howell Company
300 N. Zeeb Road
Ann Arbor, MI 48103
Items of Business........ (1) To elect eight members of the Board for the
ensuing year; and
(2) To transact such other business as may
properly come before the meeting.
Record Date.............. You can vote if you are a shareholder of record
on March 16, 2001.
Financial Information.... Our Form 10-K for the 2000 fiscal year and other
financial information are being mailed to you
along with this Proxy Statement.
Proxy Voting............. It is important that your shares be represented
and voted at the meeting. Please vote your shares
in one of these ways:
(1) Mark, sign, date and promptly return the
enclosed proxy card in the envelope
provided;
(2) Vote via the Internet at the website noted
on your proxy card; or
(3) Use the toll-free telephone number shown on
the proxy card.
You may revoke your proxy at any time before it is exercised by voting in
person at the Annual Meeting, by submitting another proxy bearing a later date,
or by notifying the Inspector of Election in writing of your election to revoke
it.
If you plan to attend the meeting, please complete and return the advance
registration form on the back page of this Proxy Statement. An admission card
will be waiting for you at the meeting.
[Signature of Todd W. Buchardt]
Todd W. Buchardt,
Secretary
April 19, 2001
TABLE OF CONTENTS
QUESTIONS AND ANSWERS ABOUT VOTING................................. 4
ELECTION OF DIRECTORS.............................................. 6
A.Information About the Board, Committees, and Compensation
B.Information About the Nominees for Director
EXECUTIVE COMPENSATION............................................. 8
A.Compensation Committee Report on Executive Compensation
B.Bases for Chief Executive Officer Compensation
COMPENSATION AND STOCK OWNERSHIP INFORMATION....................... 9
A.Summary Compensation Table
B.Security Ownership of Certain Beneficial Owners
C.Ownership Information of Directors and Executive Officers
D.Section 16(a) Beneficial Ownership Reporting Compliance
E.Stock Options Granted in 2000
F.Aggregated Stock Option Exercises in 2000 and Year End Stock
Option Values
SUPPLEMENTAL RETIREMENT PLAN....................................... 13
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION........ 14
RELATED PARTY TRANSACTIONS......................................... 14
PERFORMANCE GRAPH FOR FISCAL YEAR 2000............................. 15
AUDIT COMMITTEE REPORT............................................. 16
SHAREHOLDER PROPOSALS FOR 2002..................................... 17
VOTING............................................................. 18
A.Voting Securities
B.Vote Required for Approval
C.Manner for Voting Proxies
D.Voting on the Internet
SOLICITATION OF PROXIES............................................ 18
ACCOUNTING INFORMATION............................................. 18
APPENDIX A......................................................... 19
ADVANCE REGISTRATION FORM.......................................... back cover
3
QUESTIONS AND ANSWERS
Q: Who can vote?
A: You can vote, if you were a shareholder at the close of business on the
record date of March 16, 2001.
Q: What am I voting on?
A: You are voting on:
. The election of eight nominees as directors for terms that expire in
2002. The Board of Directors' nominees are: Alan Aldworth, David
Bonderman, David Brown, William E. Oberndorf, James P. Roemer, Gary L.
Roubos, John H. Scully, and William J. White; and
. Other business as may properly come before the meeting.
Q: How will the proxies vote on any other business brought up at the meeting?
A: By submitting your proxy card, you authorize the proxies to use their
judgement to determine how to vote on any other matter brought before the
annual meeting. The Company does not know of any other business to be
considered at the annual meeting. The proxies' authority to vote according
to their judgment applies only to shares you own as the shareholder of
record.
Q: How do I cast my vote?
A: You may vote your shares in one of these ways:
. Mark, sign, date, and promptly return the proxy card in the envelope
provided;
. Vote via the Internet at the website noted on your proxy card; or
. Use the toll-free telephone number shown on the proxy card.
Q: How does the Board recommend I vote on the proposals?
A: The Board recommends you vote "for" the election of each nominee.
Q: Can I revoke my proxy card?
A: You can revoke your proxy card by:
. Submitting a new proxy card;
. Giving written notice before the meeting to the Secretary of the
Company, stating that you are revoking your proxy card; or
. Attending the meeting and voting your shares in person.
Unless you decide to vote your shares in person, you should revoke your
prior proxy card in the same way you initially submitted it-that is, by
Internet, telephone, or mail.
Q: Who will count the votes?
A: Boston Equiserve.
Q: What shares are included on my proxy card?
A: Your proxy card represents all shares registered to your account with the
same social security number and address.
4
Q: How many votes can I cast?
A: On all matters you are entitled to one vote per share.
Q: What is a "quorum?"
A: A quorum is the number of shares that must be present to have the annual
meeting. The quorum requirement for the annual meeting is one-third of the
outstanding shares as of the record date, present in person or represented
by proxy. If you submit a valid proxy card or attend the annual meeting,
your shares will be counted to determine whether there is a quorum.
Q: How many votes will it take to elect the director nominees?
A: The Directors are elected by a plurality of the votes cast by the shares
present in person or by proxy at the Annual Meeting and entitled to vote.
5
INFORMATION ABOUT THE BOARD, COMMITTEES, AND COMPENSATION
The authorized Board of Directors presently consists of ten members;
however, Daniel L. Doctoroff and Nils A. Johansson have decided not to stand
for re-election to the Board. We express sincere appreciation for their efforts
and contributions during their many years as directors.
The Board held five meetings during 2000. The average attendance by
Directors at these meetings was greater than 80%, and all nominees attended at
least 90% of the Committee meetings they were scheduled to attend. The Board
has both an Audit Committee and Compensation Committee.
Audit Committee. The Audit Committee's primary responsibilities are to
approve the selection of independent auditors; to review the scope and results
of the independent audit; to review the evaluation of the Company's systems of
internal accounting controls; to appraise the Company's financial reporting
(including its Proxy Statement and 10-K) and the accounting standards and
principles followed; and, to discuss fees paid to the Company's independent
accountants. The Audit Committee met 4 times during 2000. Messrs. Roubos
(Chairman), Oberndorf, and Scully are members of the Audit Committee. All of
the members of the Audit Committee are independent under New York Stock
Exchange listing standards.
Compensation Committee. The Compensation Committee's responsibilities are to
monitor the Company's management resources, structure, succession planning,
development and selection process and the performance of key executives; and to
review and approve executive compensation. This Committee also administers the
Bell & Howell 1995 Stock Option Plan and the Management Incentive Bonus Plan.
This Committee met 3 times during 2000. Messrs. Oberndorf (Chairman),
Bonderman, and Roubos are members of the Compensation Committee
Compensation of Directors. All of the Directors, except for Management
Directors (who receive no additional compensation as Directors), receive their
compensation through both cash payments for individual meeting attendance
throughout the year and participation in the 1995 Non-Employee Directors' Stock
Option Compensation Plan.
Compensation currently consists of an annual retainer fee of $25,000 in
stock options and a fee of $2,000 in cash for each Board meeting attended. A
fee of $1,000 in cash is also paid to each Director for their attendance at a
Committee meeting. A fee of $2,500 in cash is paid to those Directors who serve
as a Chairman of a Committee meeting. The Board is also reimbursed travel
expenses for their attendance at these meetings.
Under the 1995 Non-Employee Directors' Stock Option Compensation Plan, the
Board receives an annual stock option grant made as of the last day of trading
of the Company's Common Stock in the second fiscal quarter (June 30, 2000). The
stock options grant permits a non-employee Director to purchase shares of the
Company's Common Stock at an exercise price not less than the market value of
the Common Stock on the date the option is granted. The number of shares that
may be purchased is equal to the total annual compensation otherwise payable to
a Director divided by the fair market value of an option on one share of Common
Stock. For these purposes, the value of an option is determined by using the
Black-Scholes option-pricing model. Based on that amount, in 2000 each non-
employee Director received an option grant of 2,060 shares of the Company's
Common Stock at an exercise price of $24.25 per share.
6
INFORMATION ABOUT THE NOMINEES FOR DIRECTOR
The names of the persons who have been nominated by the Board for election
as Directors at the Annual Meeting are set forth below. There are no other
nominees. All nominees have consented to serve as Directors if elected.
If any nominee becomes unable to serve as a Director, the proxies will be
voted by the proxy holders for a substitute person nominated by the Board, and
authority to do so is included in the proxy. The term of office of each nominee
who is elected extends until the annual shareholders' meeting in 2002 and until
his successor is elected and qualified.
James P. Roemer, 53, has been Chairman of the Board since January 1998 and
has been a Director of the Company since February 1995. In February 1997 he was
elected President and Chief Executive Officer of the Company. From February
1995 to February 1997 he served as President and Chief Operating Officer of the
Company. Prior to that, he served as President and Chief Executive Officer of
Bell & Howell Information and Learning Company from January 1994 to June 1995.
Mr. Roemer joined Bell & Howell as Vice President and Bell & Howell Publishing
Services Company as President and Chief Operating Officer in October 1991 and
was promoted to President and Chief Executive Officer of Bell & Howell
Publishing Services Company in September 1993. Prior to joining Bell & Howell,
Mr. Roemer was President of the Michie Group, Mead Data Central from December
1989 to October 1991. From January 1982 to December 1989 he was Vice President
and General Manager of Lexis, an on-line information service. From April 1981
to December 1982 he served as acting President of Mead Data Central. Mr. Roemer
presently serves as a member of the Board of Directors of bigchalk.com, inc.
and MotorcycleWorld.com.
Alan Aldworth, 46, has been Chief Financial Officer of the Company since
October 2000. Prior to joining Bell & Howell, he spent 19 years at Tribune
Company where he held a variety of senior financial management and general
management positions, the most recent of which was as the General Manager of
Tribune Education Company.
David Bonderman, 58, has been a Director of the Company since December 1987.
He has been the Managing General Partner of Texas Pacific Group (a private
investment company) since December 1992. He is also a Director of Beringer Wine
Estates, Inc., Continental Airlines, Inc., Denbury Resources, Inc., Oxford
Health Plans, Inc., Ryanair Ltd., Co-Star Realty Information Group, Inc. and
Washington Mutual Inc.
David G. Brown, 44, has been a Director of the Company since January 1994.
He has been the Managing Partner of Oak Hill Venture Partners since August 1999
and a Principal in Arbor Investors LLC since August 1995, Chief Financial
Officer of Keystone, Inc. from September 1998 to February 2000, and a Vice
President of Keystone, Inc. since August 1993. Prior to joining Keystone, Mr.
Brown was a Vice President in the Corporate Finance Department of Salomon
Brothers Inc. from August 1985 to July 1993. He is a Director of 2Bridge, AER
Energy Resources, FEP Holdings, Lattice Communications, Lightning Finance,
MarketTools, MobileForce Technologies, Owners.com, Sitara Networks, and WOW
Networks.
William E. Oberndorf, 47, has been a Director of the Company since July
1988. He has served as Managing Director of SPO Partners & Co. since March
1991. He is also a Director of Plum Creek Timber Company, Inc. and
bigchalk.com, inc.
Gary L. Roubos, 64, has been a Director of the Company since February 1994.
He was Chairman of the Board of Dover Corporation from August 1989 to May 1998
and was President from May 1977 to May 1993. He is also a Director of Dover
Corporation and Omnicom Group, Inc.
John H. Scully, 56, has been a Director of the Company since July 1988. He
has served as Managing Director of SPO Partners & Co. since March 1991. He is
also a Director of Plum Creek Timber Company, Inc.
William J. White, 62, has been a Director of the Company since February 1990
and was Chairman of the Board from February 1990 to January 1998. He served as
Chief Executive Officer of the Company from February 1990 to February 1997 and
was President of the Company from February 1990 to February 1995. Since January
1998 he has been a Professor of Industrial Engineering and Management Science
at Northwestern University. He is also a Director of Ivex Packaging Corporation
and Readers Digest Association, Inc.
7
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The philosophy of the Compensation Committee is to align executive
compensation with shareholder interests; ensure that compensation is at a level
that enables the Company to attract and retain high quality talent; and to
provide significant rewards for achievement of business objectives and growth
in shareholder value. The members of the Compensation Committee are independent
, non-employee directors.
The Company's compensation program for executive officers currently consists
of the following key elements: base salary, annual bonuses, and stock option
grants. Each element of the program has a somewhat different purpose. Salary
and annual bonuses are made to compensate ongoing performance and achievement
of business objectives through the year based upon established targets and
goals, while stock option grants are designed to provide strong incentives for
creation of long term shareholder value and continued retention of executive
officers and other key employees by the Company.
In determining the overall level and form of executive compensation to be
paid or awarded in 2000 the Company considered, among other things, continued
increases in the Company's sales and productivity in a period of rapid change
and intensified competition; and the compensation practices and performances of
other major corporations which are most likely to compete with the Company for
the services of its executive officers. Federal tax law establishes certain
requirements in order for compensation exceeding $1,000,000 earned by certain
executives to be deductible. The Compensation Committee believes that the
Management Incentive Bonus constitutes qualified performance-based compensation
and, therefore, will be exempt from the $1,000,000 limitation on deductible
compensation.
BASES FOR CHIEF EXECUTIVE OFFICER COMPENSATION
For 2000, Mr. Roemer received total cash payments of $1,126,136 in salary
and bonuses, as shown in the Summary Compensation Table on page 9.
Of the options to purchase 385,000 shares of Bell & Howell common stock
granted to Mr. Roemer in May 1995, 231,000 shares are currently exercisable. As
shown in the Summary Compensation Table, Mr. Roemer was also granted stock
options in February 1998 for 250,000 shares (which vested in February 2001) and
100,000 shares in February 1999 (which vest in February 2002). With respect to
all option grants to Mr. Roemer, if he were to leave the Company for reasons
other than disability or death before any of the respective vesting dates, he
would forfeit his right to all unvested shares. As a director of bigchalk.com,
inc., Mr. Roemer was granted an option to purchase shares of bigchalk.com, inc.
Mr. Roemer exercised this option and purchased 20,833 shares of bigchalk.com,
inc. As a Director of MotorcycleWorld.com (MCW), Mr. Roemer was granted an
option to purchase 75,000 shares of MCW, all of which are currently
exercisable.
In determining Mr. Roemer's 2001 compensation, the Compensation Committee
has focused on his ability to enhance the long-term value of the Company.
During his tenure with Bell & Howell, Mr. Roemer has been a leader in the
revitalization of the Company and its transformation into a provider of
technological solutions within a number of market segments. Mr. Roemer's total
compensation is based on both Bell & Howell's recent performance and his
contributions to the overall long-term strategy and financial strength of the
Company.
*****
The foregoing report on executive compensation is provided by the following
members of the Compensation Committee during 2000:
William E. Oberndorf (Chairman), David Bonderman and Gary L. Roubos
8
SUMMARY COMPENSATION TABLE
The following table sets forth the compensation paid by the Company or a
subsidiary of the Company to each of its five most highly compensated executive
officers for fiscal 2000, 1999 and 1998:
Securities
Name and Principal Fiscal Underlying Restricted LTIP All Other
Positions Year Salary Bonus(1) Options(2) Stock Payouts(5) Compensation
-------------------------------------------------------------------------------------------------------
James P. Roemer......... 2000 $630,006 $496,130 -- -- -- $218,062(6)
Chairman of the Board 75,000(3)
President and 1999 $629,430 $465,463 100,000 -- $133,200 $356,561(6)
Chief Executive Officer 20,833(4)
1998 $599,518 $472,121 250,000 -- -- $ 66,523(6)
-------------------------------------------------------------------------------------------------------
Alan Aldworth........... 2000(11) $ 56,536 $ 33,922 50,000 -- -- $ 12,583(7)
Senior Vice President &
Chief Financial Officer
-------------------------------------------------------------------------------------------------------
Nils A. Johansson....... 2000 $450,008 $234,000 -- -- -- $ 75,780(8)
Executive Vice President 75,000(3)
1999 $448,276 $234,000 20,000 -- $139,860 $ 47,168(8)
18,333(4)
1998 $433,275 $272,964 -- -- -- $ 33,941(8)
-------------------------------------------------------------------------------------------------------
Joseph P. Reynolds...... 2000 $299,991 $171,000 56,000 -- -- $225,020(9)
President of Bell & 1999 $288,273 $104,298 15,000 -- -- $103,258(9)
Howell Information & 18,333(4)
Learning Company 1998(12) $185,095 $148,500 15,000 $272,344 -- $192,677(9)
-------------------------------------------------------------------------------------------------------
Todd Buchardt........... 2000 $206,308 $ 93,151 45,000 -- -- $ 22,870(10)
General Counsel 20,000(3)
1999 $196,002 $ 68,209 24,000 -- $ 42,180 $ 7,676(10)
6,000(4)
1998(12) $141,039 $ 54,466 5,000 -- -- $ 96,622(10)
-------------------------------------------------------------------------------------------------------
(1) Consists of amounts awarded under the Company's Management Incentive Bonus
Plan (the "MIB") to Messrs. Roemer, Aldworth, Johansson, Reynolds and
Buchardt. The MIB provides a financial incentive for key management
employees to focus their efforts on, and achieve, annual financial targets.
Payments under the MIB for fiscal 2000 were made in March 2001.
(2) Amounts reflected in this column are for grants of stock options under the
Company's 1995 Stock Option Plan. No Stock Appreciation Rights (SAR's) have
been used by the Company.
(3) Consists of options to purchase shares of common stock of
MotorcycleWorld.com, an 80%-owned business unit of the Company.
(4) Consists of options to purchase shares of common stock of bigchalk.com
inc., a 38%-owned subsidiary of the Company.
(5) The Company's Long Term Incentive Program (the "LTIP") was discontinued
during fiscal 2000. The Company's LTIP 2, the only active LTIP program,
which encompassed fiscal years 1999-2001, was frozen. Amounts earned under
LTIP 2 were based on fiscal 1999 operating performance to target. Payments
for amounts earned under LTIP 2 will be made in first quarter of fiscal
2002 to active employees. The amounts reflected in the table for fiscal
1999 consist of the amounts earned under the Company's first LTIP 1 program
from 1998 to 1999.
(6) For fiscal 2000, 1999 and 1998 includes $5,100, $4,800, and $4,800
respectively in contributions to the Bell & Howell Profit Sharing
Retirement Plan ("PSRP"); $34,575, $30,099 and $15,320, respectively, in
contributions to the Bell & Howell Replacement Benefit Plan ("RBP");
$3,214, $4,966 and $6,574,
9
respectively, for imputed life insurance; and $175,173, $316,696 and
$39,829, respectively, for relocation and related expenses.
(7) For fiscal 2000 includes $1,750 in contributions to the PSRP and $10,833
paid as sign-on bonus and payments for an auto allowance and other
miscellaneous benefits.
(8) For fiscal 2000, 1999 and 1998 includes $10,200, $9,600 and $9,600,
respectively, in contributions to the PSRP; $39,232, $34,074 and $19,645,
respectively, in contributions to the RBP; $2,349, $3,494 and $4,696,
respectively, for imputed life insurance; and $23,999 in auto allowance
and other miscellaneous benefits.
(9) For fiscal 2000, 1999 and 1998 includes $5,100, $4,800, and $4,800,
respectively, in contributions to the PSRP; $12,219, $8,346, and $4,314,
respectively, in contributions to the RBP; $1,444, $4,819 and $2,393,
respectively, for imputed life insurance; for fiscal 2000 includes
$206,257 in sale of home, car allowance, and other miscellaneous benefits;
for fiscal 1999 $85,293 for relocation and related expenses; for fiscal
1998 includes $31,170 for relocation and related expenses, and a $150,000
signing bonus.
(10) For fiscal 2000, 1999, and 1998 includes $5,100, $4,800, and $4,800,
respectively, in contributions to the PSRP; $6,960, $2,876, and $0,
respectively, in contributions to the RBP; for fiscal 2000, $22,870 in
car allowance and miscellaneous benefits; for fiscal 1998, includes a
$25,000 sign-on bonus and $66,822 in relocation expenses and car
allowance.
(11) Reflects compensation from November 2000 when the employment of Mr.
Aldworth by the Company began, through December 2000.
(12) Reflects compensation from April 1998 when the employment of Messrs.
Reynolds and Buchardt by the Company began, through December 1998.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The following table lists information concerning the stockholders known by
the Company to beneficially own more than five percent of the Company's Common
Stock as of December 30, 2000.
Number of
Name and Address of Beneficial Owner Shares Percent
------------------------------------ --------- -------
Keystone, Inc. ......................................... 4,362,999 18.5%
3100 Texas Commerce Tower
201 Main Street
Fort Worth, Texas 76102
Tweedy, Browne Company LLC.............................. 3,050,516 12.9%
350 Park Avenue
New York, NY 10022
John H. Scully (1)(2)................................... 1,751,095 7.4%
William E. Oberndorf (1)(3)............................. 1,905,685 8.1%
--------
(1) Messrs. Oberndorf and Scully, through the relationships with Main Street
Partners, L.P. and San Francisco Partners, L.P., may be deemed to share
investment and voting control with respect to 1,464,800 shares.
(2) Includes 286,295 shares that Mr. Scully may be deemed to beneficially own
as president of Phoebe Snow Foundation, a private foundation, as
beneficiary of a retirement account, as general partner of Netcong Newton,
an investment partnership; and through his ownership of options to
purchase 8,355 shares that are currently exercisable.
(3) Includes 440,885 shares that Mr. Oberndorf may be deemed to beneficially
own through his control of family trusts and through his ownership of
options to purchase 8,355 shares that are currently exercisable.
10
OWNERSHIP INFORMATION OF DIRECTORS AND EXECUTIVE OFFICERS
The following table includes all Bell & Howell stock holdings, as of March
1, 2001 of the Company's Directors, the executive officers listed in the
"Summary Compensation" table above, and the directors and executive officers as
a group.
Number of
Directors and Executive Officers: Shares Percent
--------------------------------- --------- -------
William E. Oberndorf (5).............................. 1,905,685 8.1%
John H. Scully (5).................................... 1,751,095 7.4%
David Bonderman (1)(2)................................ 735,740 3.1%
James P. Roemer (4)................................... 593,583 2.5%
Nils A. Johansson (4)................................. 498,412 2.1%
William J. White (3)(4)............................... 375,212 1.5%
Joseph P. Reynolds (4)................................ 24,900 *
Todd Buchardt (4)..................................... 11,600 *
Gary L. Roubos (2).................................... 10,059 *
David G. Brown (2).................................... 8,355 *
All directors and executive officers as a Group (10
Persons)............................................. 5,914,641
--------
* less than 1%.
(1) Includes 72,488 shares owned by Group Management, Inc. and 64,483 shares
owned by Bonderman Family Limited Partnership.
(2) Includes 8,355 option shares granted under the Non-Employee Directors Stock
Option Plan which are vested and fully exercisable.
(3) Includes 28,120 shares held in a trust of which Mr. White's spouse is the
beneficial owner, and 6,090 option shares granted under the Non-Employee
Directors Stock Option Plan which are vested and fully exercisable.
(4) Includes 289,802; 290,000; 481,000; 12,000; 11,600 option shares for
Messrs. White, Johansson, Roemer, Reynolds and Buchardt, respectively,
granted under the 1995 Stock Option Plan, which are vested and fully
exercisable.
(5) Footnotes for Messrs. Oberndorf and Scully on page 10.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Exchange Act requires that certain of the Company's
directors, executive officers, the chief accounting officer and 10%
shareholders ("Insiders") to file with the Securities & Exchange Commission
(SEC) and the New York Stock Exchange reports disclosing their beneficial
ownership and any changes in ownership of the Company's common stock. Based
upon review of such reports it has received and based upon written
representations that no other reports were required, during the year ended
December 30, 2000, the Company is not aware of any instances of noncompliance
or late compliance with Section 16(a) filing requirements.
11
STOCK OPTIONS GRANTED IN 2000
Percent Potential Realizable Value at
Number of of Assumed Annual Rates of Stock
Securities Total Exercise Latest Price Appreciation for Option
Year Underlying Annual or Base Possible Term(1)
of Options Options Price Expiration -------------------------------
Grant Granted Granted ($/Sh) Date 5% 10% 20%
-------------------------------------------------------------------------------------------------------
James P. Roemer......... 2000 75,000(3) n/a(2) $ 0.1000 July 2010 n/a(2) n/a(2) n/a(2)
Nils A. Johansson . 2000 75,000(3) n/a(2) $ 0.1000 July 2010 n/a(2) n/a(2) n/a(2)
Joseph P. Reynolds . 2000 56,000 10% $19.6875 Oct 2010 $693,356 $1,757,101 $5,723,889
Alan Aldworth........... 2000 50,000 9% $19.2500 Oct 2010 $605,311 $1,533,977 $4,997,046
Todd Buchardt........... 2000 45,000 8% $19.6875 Oct 2010 $557,161 $1,411,956 $4,599,554
2000 10,000(3) n/a(2) $ 0.1000 July 2010 n/a(2) n/a(2) n/a(2)
--------
(1) The table sets forth the potential realizable values of such options, upon
their latest possible expiration date, at arbitrarily assumed annualized
rates of stock price appreciation of five, ten and twenty percent over the
term of the options. Because actual gains will depend upon, among other
things, the actual dates of exercise of the options and the future
performance of the Common Stock in the market, the amounts reflected in
this table may not reflect the values actually realized. No gain to the
named executive officers is possible without an increase in stock price,
which will benefit all shareholders proportionately.
(2) This information is not applicable to this item because the options listed
are for common stock of MotorcycleWorld.com, an 80% owned subsidiary of the
company.
(3) Consists of options to purchase shares of common stock of
MotorcycleWorld.com, an 80% owned subsidiary of the Company.
AGGREGATED STOCK OPTION EXERCISES IN 2000 AND YEAR END STOCK OPTION VALUES
Shares Value of Unexercised
Acquired Number of Unexercised In-the-Money Options at
On Value Options at Year-End(1) Year-End ($)(3)
Name Exercise Realized Exercisable/Unexercisable Exercisable/Unexercisable
----------------------------------------------------------------------------------------------
James P. Roemer......... None N/A 231,000 / 350,000 $ 0 / $0
75,000(2)
Nils A. Johansson....... None N/A 274,000 / 16,000 $27,000 / $0
75,000(2)
Joseph P. Reynolds...... None N/A 9,000 / 77,000 $ 0 / $0
Alan Aldworth........... None N/A 0 / 50,000 $ 0 / $0
Todd Buchardt........... None N/A 6,800 / 67,200 $ 0 / $0
20,000(2)
--------
(1) All information provided is with respect to stock options. No SARs have
been issued by the Company.
(2) Represents options to purchase shares of common stock of
MotorcycleWorld.com, an 80% owned subsidiary of the Company.
(3) The amounts have been determined by multiplying the aggregate number of
options by the difference between $16.50 the closing price of the Common
Stock on December 29, 2000 (the last trading day of fiscal 2000), and the
exercise price of the options.
12
SUPPLEMENTAL RETIREMENT PLAN
The Bell & Howell Supplemental Retirement Plan ("SRP") provides certain
officers and employees with additional pension benefits upon retirement to
supplement social security and the benefits provided under the Bell & Howell
Profit Sharing Retirement Plan ("PSRP") and the Bell & Howell Replacement
Benefit Plan ("RBP").
The SRP provides for lifetime monthly pension payments which generally
equals: (i) a percentage of the participant's average monthly compensation
during the highest paid four years of the participant's last six years of
employment (the actual percentage is determined by length of service, but
cannot exceed 50%) less; and (ii) the sum of the monthly amounts which are
attributable to the Company's contribution payable under the PSRP and RBP and
as primary social security benefits. If a participant is involuntarily
terminated other than "for cause" and has been a plan participant for at least
five years or he voluntarily terminates his employment and has been an employee
for at least ten years and a plan participant for at least five years, he will
be entitled to deferred SRP payments calculated as if his termination date were
his retirement date. The estimated credited years of service at the end of
fiscal 2000 for each of the individuals listed in the Supplemental Retirement
Plan Table below are 9 and 19 for Messrs. Roemer, Johansson respectively, and
two for Messrs. Reynolds and Buchardt and 0 for Mr. Aldworth. The Company
estimates that the annual SRP benefits which have accrued through the end of
fiscal 2000 and would be payable upon retirement at age 60 to Messrs. Roemer,
Johansson and Reynolds, would be $169,000; $217,000; and $4,000 respectively.
Messrs. Buchardt and Aldworth have none accrued.
The Company estimates that the following annual benefits would be payable
upon retirement at or after age 60 (participants may elect to receive reduced
benefits beginning at age 55) to persons in the following specified
participation levels, compensation and year-of-service classifications (these
calculations take into account amounts which are estimated to be received under
the Company's PSRP and RBP and as social security benefits):
SUPPLEMENTAL RETIREMENT PLAN TABLE
Years of Service
-------------------
Participation
Level I Remuneration 15 20 or more
-------------------- -------- ----------
$250,000.............................................. $ 93,750 $125,000
425,000.............................................. 159,375 212,500
600,000.............................................. 225,000 300,000
775,000.............................................. 290,625 387,500
950,000.............................................. 356,250 475,000
Years of Service
-----------------------------------
Participation
Level II Remuneration 15 20 25 30 or more
--------------------- ------- ------- -------- ----------
150,000............................... $41,250 $52,500 $ 63,750 $ 75,000
175,000............................... 48,125 61,250 74,375 87,500
200,000............................... 55,000 70,000 85,000 100,000
225,000............................... 61,875 78,750 95,625 112,500
250,000............................... 68,750 87,500 106,250 125,000
13
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Messrs. Oberndorf, Bonderman, and Roubos are the members of the Compensation
Committee. No member of the Compensation Committee is an officer of the
Company. No member of the Compensation Committee served as a director or member
of the Compensation Committee of another entity, one of whose executive
officers served as a director or member of the Compensation Committee of the
Company.
RELATED PARTY TRANSACTIONS
The Company has made loans (the balance of which totaled approximately
$1,180,000 at the end of fiscal 2000) to certain key employees in connection
with their purchases of the Company's Common Stock. Pursuant to the terms of
such loans, the shares acquired are pledged as security.
The following individuals had loans in excess of $60,000 outstanding at the
end of fiscal 2000 (all rounded to the nearest $,000): J. P. Reynolds
($238,000), T. W. Buchardt ($161,000) and D. A. Mater ($126,000). Each loan is
evidenced by an installment note maturing five years from the date of the note
and bearing interest at the Internal Revenue Code applicable Federal Rate.
Interest and principal may be deferred until the maturity date. J.P. Reynolds
had an additional loan of ($82,000) evidenced by an installment note payable in
five annual installments from the date of the note and bearing interest at the
Company's marginal rate of borrowing.
In January 2000, the Company's subsidiary (bigchalk.com) raised venture
capital financing of $55,000,000 which reduced the Company's ownership interest
to approximately 45% ("Series A Financing"). In February 2001 bigchalk.com
raised additional venture capital of approximately $43,300,000 ("Series B
Financing"). Currently, the Company's ownership interest is approximately 38%.
One of the venture capital firms providing such financing was Core Learning
Group, LLC, who contributed $20,000,000 in the Series A Financing in exchange
for approximately 13% of bigchalk.com and $7,194,000 in the Series B Financing
in exchange for approximately 13% of bigchalk.com. Messrs. Oberndorf and
Scully, directors of the Company, own a majority interest in Core Learning
Group, LLC. In addition, Mr. Oberndorf contributed $2,500,000 for approximately
2% of bigchalk.com.
14
PERFORMANCE GRAPH: FISCAL 2000
Comparison of 56-Month Cumulative Total Return Among Bell & Howell,
Composite Group and S&P 500
The following graph compares the cumulative total return of the Company's
Common Stock as compared with the S&P 500 Stock Index and the S&P Publishing
Index.
[Graph appears here]
Date (1) Bell & Howell S & P 500 S & P Publishing
-------- ------------- --------- ----------------
5/2/95 100.00 100.00 100.00
12/29/95 173.64 119.63 124.22
12/27/96 141.09 146.99 125.99
1/2/98 162.40 189.38 174.80
1/1/99 234.50 238.75 208.42
12/31/99 197.29 285.37 248.25
12/29/00 102.33 256.43 250.28
----------
(1) Data points represent activity as of market closing on the Friday prior to
the Bell & Howell Saturday year-end dates shown on the graph's axis.
The graph assumes a $100 investment made on May 2, 1995, the first trading
date of the Company's Common Stock, and the reinvestment of all dividends, as
follows:
Dollar Value of
$100 Investment at
---------------------------
May 2, 1995 January 1, 2001
----------- ---------------
Bell & Howell................................. $100.00 $102.33
Composite Group............................... $100.00 $250.28
S&P 500....................................... $100.00 $256.43
15
AUDIT COMMITTEE REPORT
The responsibilities of the Audit Committee, which are set forth in the
Audit Committee Charter adopted by the Board of Directors (a copy of which is
attached to this Proxy Statement as Appendix A), include providing oversight to
the Company's financial reporting process through periodic meetings with the
Company's independent accountants and management to review accounting,
auditing, internal controls and financial reporting matters. The management of
the Company is responsible for the preparation and integrity of the financial
reporting information and related systems of internal controls. The Audit
Committee, in carrying out its role, relies on the Company's senior management,
including senior financial management, and its independent accountants.
We have reviewed and discussed with senior management the Company's audited
financial statements included in the 2000 Annual Report to Shareholders.
Management has confirmed to us that such financial statements (i) have been
prepared with integrity and objectivity and are the responsibility of
management and, (ii) have been prepared in conformity with accounting
principles generally accepted in the United States of America.
We have discussed with KPMG LLP, our independent accountants, the matters
required to be discussed by Statement of Auditing Standards ("SAS") No. 61,
"Communications with Audit Committees." SAS No. 61 requires our independent
accountants to provide us with additional information regarding the scope and
results of their audit of the Company's financial statements, including with
respect to (i) their responsibility under auditing standards generally accepted
in the United States of America, (ii) significant accounting policies,
(iii) management judgments and estimates, (iv) any significant audit
adjustments, (v) any disagreements with management, and (vi) any difficulties
encountered in performing the audit.
We have received from KPMG LLP a letter providing the disclosures required
by Independence Standards Board Standard No. 1 "Independence Discussions with
Audit Committees" with respect to any relationships between KPMG LLP and the
Company that in their professional judgment may reasonably be thought to bear
on independence. KPMG LLP has discussed its independence with us, and has
confirmed in such letter that, in its professional judgment, it is independent
of the Company within the meaning of the federal securities laws.
Based on the review and discussions described above with respect to the
Company's audited financial statements included in the Company's 2000 Annual
Report to Shareholders, we have recommended to the Board of Directors that such
financial statements be included in the Company's Annual Report on Form 10-K
for filing with the Securities and Exchange Commission.
As specified in the Audit Committee Charter, it is not the duty of the Audit
Committee to plan or conduct audits or to determine that the Company's
financial statements are complete and accurate and prepared in accordance with
accounting principles generally accepted in the United States of America. That
is the responsibility of management and the Company's independent accountants.
In giving our recommendation to the Board of Directors, we have relied on (i)
management's representation that such financial statements have been prepared
with integrity and objectivity and in conformity with accounting principles
generally accepted in the United States of America, and (ii) the report of the
Company's independent accountants with respect to such financial statements.
Audit Committee
Gary L. Roubos (Chairman),
William E. Oberndorf
John H. Scully
16
INDEPENDENT ACCOUNTANTS
The Company's certified public accountants for fiscal 2000 were KPMG LLP and
that firm has been selected as the Company's accountants for fiscal 2001. Such
accounting firm is expected to have a representative at the Annual Meeting of
Shareholders and will be available to respond to appropriate questions at that
time and have an opportunity to make a statement if they desire to do so.
Audit Fees
The aggregate fees billed by the Company's independent accountants for
professional services rendered in connection with (i) the audit of the
Company's annual financial statements set forth in the Company's Annual Report
on Form 10-K for the year ended December 30, 2000, and (ii) review of the
Company's quarterly financial statements set forth in the Company's Quarterly
Reports on Form 10-Q for the quarters in fiscal 2000, were approximately
$348,000.
Financial Information and Systems Design and Implementation Fees
There were no fees billed by the Company's independent accountants for
financial information systems design and implementation services.
All Other Fees
The aggregate fees for other services that KPMG LLP rendered in 2000 were
$573,500, including audit related services of $538,000 and tax services of
$35,500. Audit related services include fees for pension plan and statutory
audits, business acquisitions and divestitures, accounting consultations and
SEC registration statements.
The Audit Committee has advised the Company that it has determined that the
non-audit services rendered by the Company's independent accountants during the
Company's most recent fiscal year are compatible with maintaining the
independence of such accountants.
Attendance at Annual Meeting
A representative from KPMG will be available to respond to any appropriate
questions at the Annual Meeting of Shareholders.
SHAREHOLDER PROPOSALS FOR 2002
Under the rules of the Securities and Exchange Commission, shareholder
proposals submitted for next year's Proxy Statement must be received by Bell &
Howell no later than the close of business on December 15, 2001, to be
considered. Proposals should be addressed to Todd W. Buchardt, General Counsel
and Secretary at Bell & Howell Company, 300 N. Zeeb Road, Ann Arbor, Michigan,
48103. For a shareholder to bring other business before the Annual Meeting, but
not have it included in the proxy statement, timely notice must be submitted in
writing, delivered or mailed by first-class mail, postage prepaid, to the
Secretary of the Company not less than 45 days prior to the month and day of
mailing of the prior year's proxy statement. The notice must identify the
proposing shareholder and his/her address and contain a description of the
proposed business and such other information as would be required to determine
the appropriateness of including the proposal in the proxy statement.
17
VOTING SECURITIES
Shareholders of record at the close of business on March 16, 2001, will be
eligible to vote at the meeting. The voting securities of Bell & Howell consist
of its common stock, of which 23,622,129 were outstanding on March 16, 2001.
Each share outstanding on the record date will be entitled to one vote.
Individual votes of shareholders are kept private, except as appropriate to
meet legal requirements. Access to proxies and other individual share owner
voting records is limited to the Independent Inspectors of Election (Bank
Boston, c/o Boston EquiServe, L.P.) and certain employees of Bell & Howell and
its agents who must acknowledge in writing their responsibility to comply with
this policy of confidentiality.
VOTE REQUIRED FOR APPROVAL
The nominees for director receiving a plurality of the votes cast at the
meeting in person or by proxy shall be elected. All other matters which may
presented at the meeting require the favorable vote of a majority of shares
voted at the meeting for approval. Abstentions and broker non-votes will not be
treated as votes cast and, therefore, will have no effect on the outcome of the
matters to be voted on at the meeting.
MANNER FOR VOTING PROXIES
The shares represented by all valid proxies received will be voted in the
manner specified on the proxies. Where specific choices are not indicated, the
shares represented by all valid proxies received will be voted "for" the
nominees for director named earlier in this Proxy Statement.
Although the Board knows of no matter other than the election of directors
which may be presented to the meeting, should any other matter need to be acted
upon at the meeting the persons named on the proxy card will vote in accordance
with their judgment.
VOTING ON THE INTERNET OR VIA TELEPHONE
Again this year, registered holders (i.e., those stockholders who hold stock
in their own names and whose shares are not held by a broker in a "street name"
on their behalf, or whose shares are not held under the Bell & Howell Associate
Stock Purchase Plan) will be able to vote their proxies over the Internet or by
telephone. Specific Instructions for Voting on the Internet or by telephone are
included on the Proxy Card.
SOLICITATION OF PROXIES
Proxies may be solicited on behalf of the Board of Directors by mail,
telephone, telegraph, or in person, and solicitation costs will be paid by Bell
& Howell. Copies of proxy material and of the Form 10-K for 2000 will be
supplied to brokers, dealers, banks, and voting trustees, or their nominees,
for the purpose of soliciting proxies from beneficial owners. Bell & Howell
will reimburse such record holders for their reasonable expenses.
ACCOUNTING INFORMATION
The Company's independent auditor for both 2000 and 2001 fiscal years is
KPMG LLP. A representative from KPMG will be available to respond to any
appropriate questions at the Annual Meeting of Shareholders.
18
APPENDIX A
BELL & HOWELL COMPANY
CHARTER OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS
I. Audit Committee Purpose
The Audit Committee is appointed by the Board of Directors to assist the
Board in fulfilling its oversight responsibilities.
The Audit Committee's primary duties and responsibilities are to:
. Monitor the integrity of the Company's financial reporting process and
systems of internal controls regarding finance, accounting and legal
compliance.
. Monitor the independence and performance of the Company's independent
auditors.
. Provide an avenue of communication among the independent auditors,
management and the Board of Directors.
The Audit Committee has the authority to conduct any investigation
appropriate to fulfilling its responsibilities and it has direct access to the
independent auditors as well as anyone in the organization. The Audit Committee
has the ability to retain, at the Company's expense, special legal, accounting,
or other consultants or experts it deems necessary in the performance of its
duties.
II. Audit Committee Responsibilities and Duties
Review Procedures
1. Review and reassess the adequacy of this Charter at least annually.
Submit the charter to the Board of Directors for approval.
2. Review with management and the independent auditors the Company's
annual audited financial results prior to filing Form 10K. Review will
include discussion of significant issues regarding accounting
principles, practices and judgements.
Discuss with the independent auditors certain matters required to be
communicated to the audit committee such as:
-- The auditor's responsibility under Generally Accepted Auditing
Standards (GAAS)
-- Significant accounting policies
-- Management judgements, accounting estimates and materiality
standards
-- Significant audit adjustments
-- Other information in documents containing audited financial
statements and scope/level of disclosures
-- Disagreement with management--including accounting principles, scope
of audit, disclosures
-- Consultation with other accountants by management
-- Major issues discussed with management prior to retention
-- Difficulties encountered in performing the audit
3. Review with management and the independent auditors the Company's
quarterly financial results prior to filing Form 10Q. Discuss any
significant changes to the Company's accounting principles and
19
any items required to be communicated by the independent auditors. The
Chair of the Committee may represent the entire Audit Committee for
purposes of this review.
4. In consultation with management and the independent auditors, assess
the integrity of the Company's financial reporting process and
controls. Discuss significant financial risk exposures and the steps
management has taken to monitor, control and report such exposures.
Review significant findings prepared by the independent auditors
together with management's responses.
Independent Auditors
5. The independent auditors are ultimately accountable to the Audit
Committee and the Board of Directors. The Audit Committee shall review
the independence and performance of the auditors, and annually
recommend to the Board of Directors the appointment of the independent
auditors or approve any discharge of auditors when circumstances
warrant.
6. Review the independent auditors audit plan--discuss scope, staffing,
locations, reliance upon management and general audit approach.
7. Approve the fees and other significant compensation to be paid to the
independent auditors.
8. On an annual basis, the Committee should review and discuss with the
independent auditors all significant relationships they have with the
Company that could impair the auditors' independence.
Other Audit Committee Responsibilities
9. Starting in 2001, annually prepare a report to shareholders as
required by the Securities and Exchange Commission. The report should
be included in the Company's annual proxy statement.
10. Perform any other activities consistent with the Charter, the
Company's By-laws and governing law, as the Committee or the Board
deems necessary or appropriate.
11. Maintain minutes of meetings and periodically report to the Board of
Directors on significant results of the foregoing activities.
12. Establish, review and update periodically a Code of Ethical Conduct
and ensure that management has established a system to enforce this
Code.
20
Year 2001 Annual Meeting of Shareholders
8:00 a.m. EST
May 16, 2001
300 N. Zeeb Road
Ann Arbor, Michigan
CUT AT DOTTED LINE
-------------------------------------------------------------------------------
ADVANCE REGISTRATION FORM
Send your completed and signed proxy form in the enclosed envelope. Include
this Advance Registration Form in the envelope if you plan to attend the Annual
Meeting of Shareholders on May 16, 2001.
Attendance at the Annual Meeting is limited to Bell & Howell shareholders or
their named representative. We reserve the right to limit the number of
representatives who may attend the Annual Meeting.
(PLEASE PRINT)
Shareholders: __________________________________________________________________
Name: __________________________________________________________________________
Address: _______________________________________________________________________
(Admission card will be available at the Annual Meeting)
YOUR PROXY CARD IS ATTACHED BELOW
Please read and follow the instructions
carefully and detach and return your
completed proxy card in the enclosed
postage-paid envelope.
DETACH HERE
PROXY
BELL & HOWELL COMPANY
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
ANNUAL MEETING OF SHAREHOLDERS MAY 16, 2001
The undersigned hereby constitutes and appoints David G. Brown and Gary L.
Roubos, and each of them jointly and severally, proxies, with full power of
substitution to vote all shares of Common Stock which the undersigned is
entitled to vote at the Annual Meeting of Shareholders of Bell & Howell Company
(the "Company") to be held on May 16, 2001, at 300 N. Zeeb Road, Ann Arbor,
Michigan.
The undersigned acknowledges the receipt of Notice of the aforesaid Annual
Meeting and Proxy Statement, each dated April 19, 2001, grants authority to any
of said proxies, or their substitutes, to act in the absence of others, with all
the powers which the undersigned would possess if personally present at such
meeting, and hereby ratifies and confirms all that said proxies, or their
substitutes, may lawfully do in the undersigned's name, place and stead. The
undersigned instructs said proxies, or either of them, to vote as set forth on
the reverse side.
----------- -----------
SEE REVERSE CONTINUED AND TO BE SIGNED ON REVERSE SIDE SEE REVERSE
SIDE SIDE
----------- -----------
BELL & HOWELL
COMPANY
c/o EquiServe
P.O. Box 9398
Boston, MA 02205-9398
-----------------
Vote by Telephone
-----------------
It's fast, covenient, and immediate! Call Toll-Free on a Touch-Tone Phone
1-877-PRX-VOTE (1-877-779-8683)
--------------------------------------------------------------------------------
Follow these four easy steps:
1. Read the accompanying Proxy Statement and Proxy Card.
2. Call the toll-free number 1-877-PRX-VOTE (1-877-779-8683).
3. Enter your 14-digit Voter Control Number located on your Proxy Card above
your name.
4. Follow the recorded instructions.
--------------------------------------------------------------------------------
Your vote is important!
Call 1-877-PRX-VOTE anytime!
----------------
Vote by Internet
----------------
It's fast, convenient, and your vote is immediately confirmed and posted.
--------------------------------------------------------------------------------
Follow these four easy steps:
1. Read the accompanying Proxy Statement and Proxy Card.
2. Go to the Website http://www.bellhowell.com
3. Enter your 14-digit Voter Control Number located on your Proxy Card above
your name.
4. Follow the instructions provided.
--------------------------------------------------------------------------------
Your vote is important!
Go to http://www.bellhowell.com anytime!
Do not return your Proxy Card if you are voting by Telephone or Internet.
DETACH HERE
Please mark
[X] votes as in
this example.
ALL PROXIES SIGNED AND RETURNED WILL BE VOTED OR NOT VOTED IN ACCORDANCE WITH
YOUR INSTRUCTIONS, BUT THOSE WITH NO CHOICE SPECIFIED WILL BE VOTED "FOR" EACH
OF THE NOMINEES FOR DIRECTOR NAMED BELOW.
1. Election of Directors.
Nominees: (01) David Bonderman, (02) David, G. Brown, (03) Alan Aldworth,
(04) William E. Oberndorf, (05) James P. Roerner, (06) Gary L. Roubos,
(07) John H. Scully and (08) William J. White.
FOR WITHHELD
ALL [_] [_] FROM ALL
NOMINEES NOMINEES
[_] _________________________________________
For all nominees except as noted above
2. On all other matters which may properly come before the meeting or any
adjournment thereof.
MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT [_]
No Postage Required If This Proxy Is Returned In The Enclosed Envelope And
Mailed In The United States.
Please sign exactly as name appears hereon. Joint owners should each sign.
Persons signing in a representative or fiduciary capacity should add their
titles.
Please sign below, date and return promptly.
Signature:________________________________ Date:_____________________
Signature:________________________________ Date:_____________________