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Preliminary
Proxy Statement.
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Confidential,
for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2)).
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Definitive
Proxy Statement.
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Definitive
Additional Materials.
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Soliciting
Material Pursuant to §240.14a-12.
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No
fee required.
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Fee
computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
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(1)
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Title
of each class of securities to which transaction
applies:
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(2)
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Aggregate
number of securities to which transaction applies:
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(3)
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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):
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(4)
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Proposed
maximum aggregate value of transaction:
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(5)
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Total
fee paid:
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Fee
paid previously with preliminary materials.
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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.
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(1)
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Amount
Previously Paid:
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(2)
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Form,
Schedule or Registration Statement No.:
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(3)
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Filing
Party:
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(4)
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Date
Filed:
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Proposal 1
is to elect three directors for three year terms expiring at the Annual
Meeting of Shareholders to be held in 2012. We encourage you to
vote in favor of the reelection of Robert Alspaugh, Dave Hoover and Jan
Nicholson.
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Proposal 2
is to ratify the appointment of PricewaterhouseCoopers LLP as the
independent registered public accounting firm for the company for
2009. PricewaterhouseCoopers has been the company’s independent
accounting firm for many years.
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The
board is recommending that you vote AGAINST Proposal 3 which is a
proposal to declassify the Board of Directors. The company
believes that the current staggered board (in which approximately
one-third of the directors are elected annually to serve three-year terms)
has assisted the company in maintaining the stability of the company and
in preventing the interference in the company’s business by proponents of
unwanted takeovers, restructuring or other unwise actions advocated by a
vocal minority focused only on short-term gains that could be detrimental
to the long-term value and stability of the company. I urge you
to read the company’s Statement in Opposition to the Shareholder Proposal
which can be found on page 40 of the Proxy
Statement.
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