Dear Fellow Board Members:
Attached to this e-mail is the latest revision of the proxy. The changes
made are summarized below:
1. All modifications to prior versions of the proxy which were not an
issue of contention have been accepted (in other words, highlighted tracked
changes have been removed) so that new changes or language that is still an
issue of contention is more easily identifiable.
2. I modified the section authorizing officers to make changes to the
proxy as long as the changes don’t materially change the provisions of the
land sale agreement. I prefer Kathryn’s language for the reasons she has
mentioned. The thought of having to re-mail a new proxy statement and hold
another special meeting of the shareholders just because a minor change to
the proxy that is not grammatical in nature and does not materially alter
the provisions of the Land Sale Agreement and Dividend Distribution Plan
could not be made because of restrictive language is unsettling to say the
least. The language proposed by Kathryn clearly states that no changes may
be made that materially change the provisions of the proxy. In other words,
no change to the terms of the land sale agreement and the terms of the
dividend distribution may be authorized by the officers of the Corporation
because to change these terms would be to materially alter the proxy
Richard and I disagree on this issue. If other shareholders have stated
their opinions on this language I do not recall them. Therefore, I am
unsure as to how we should proceed. We could take an initial vote of the
board on this language alone and let the majority vote be binding. If this
option is preferred, I suggest voting by e-mail. Please let me know your
thoughts or other suggestions for resolving this issue.
3. I modified the language for the dividend distribution. I basically
proposed a “Dividend Distribution Plan”. I do have a question about the
organization of the proxy. You will see that I copied the “dividend”
language into another section of the proxy. These are the two sections
highlighted in yellow. They are identical. The only reason I copied the
new language into the other section was because both sections address
distribution of land sale proceeds. I’m not sure why this language needs to
be in two places and if the language in both places should differ in some
way. Please help me out on this one – I may be missing the obvious.
4. I modified the language in the Income Tax Considerations section.
Please read the language carefully to ensure it makes sense and is
5. I modified the “recommendations” section slightly. Please also
review this section carefully to ensure you agree with the changes.
6. Ellen: Section C 2 requires a date to be inserted. Please read my
comment in this section (you can do so by highlighting the pink area). I am
not sure what date should be inserted here.
I think this pretty much sums up the major changes. However, don’t hesitate
to re-read the proxy in its entirety all over again to ensure there are no