UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
14A
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QUALITY
SYSTEMS, INC.
(Name
of Registrant as Specified In Its Charter)
AHMED
HUSSEIN
IBRAHIM
FAWZY
EDWIN
HOFFMAN
MURRAY
BRENNAN, M.D.
THOMAS
R. DIBENEDETTO
JOSEPH
D. STILWELL
(Name
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AHMED
HUSSEIN
630
FIFTH
AVENUE
SUITE
2258
NEW
YORK
NY 10111-0100
A
Long History of Poor Governance at QSI
(Shareholder
Letter #2)
August
13, 2008
Dear
Fellow QSI Shareholder:
I
have
been a shareholder of the Company since 1982 when the Company went public.
Here
is a review of some actions by the Chairman which I believe belie his claim
of
independence and are damaging to good governance and to the interests of the
shareholders of the Company. I hope that after reading this letter and the
other
materials I have prepared, you will understand why I am seeking your support
to
elect six director candidates.
History
prior to 1999
QSI
became a public company in 1982. Mr. Razin, founder, principal stockholder
and current Chairman, served as CEO of the Company from its inception in 1974
until 2000.
Mr. Razin
served as Chairman of the Board until 1999 and was a member of the Compensation
Committee and Nominating Committee in 1999. Prior to 1999, there were no
standing committees of the Board except the Audit Committee. Compensation and
nominating decisions were handled by the full Board. Mr. Razin’s wife was
also a member of the Board until 1999. During this period, the Company did
not
distribute any dividends.
The
1999
Consolidated Balance Sheets show an accumulated deficit, or negative retained
earnings of $5,966,000, representing the accumulated losses of QSI since its
inception. In 1999, stockholders’ equity was below the paid-in capital and the
Company, despite its high margins, had cumulatively lost money for 17 years.
Between
1996 and 1999, the share price dropped approximately 90%, which I believe
resulted primarily from stockholders’ class actions and derivative lawsuits
alleging fraud against the Company and its Directors. By 1999, the Company’s
then-CEO and Chairman, Mr. Razin, and his Board came under attack from
stockholders. Mr. Razin traveled to meet with me and asked for my help. I
was not a Board member at the time. As a result of the meeting I entered into
an
MOU (Memorandum of Understanding) with the Company. The Company repealed its
poison pill and adopted progressive corporate governance. I thus agreed to
join
the Board. Membership was set at 7 with Mr. Razin as the only insider on
the Board. I was named Lead Director by the MOU.
1999
Mr. Razin changes the bylaws without prior review
On
July
13, 1999, Donald A. Cook, an independent director, resigned as a member of
the
QSI Board and indicated that he was resigning for, among other reasons,
Mr. Razin’s lack of support for good corporate governance. Mr. Cook
provided as anecdotal evidence a QSI Board meeting held on July 6, 1999 during
which Mr. Razin read to the QSI Board a proposed amendment to the QSI
Bylaws and, without prior review, called for a vote on the proposed amendment.
Mr. Cook then resigned.
Corporate
governance at QSI has deteriorated considerably since 1999 as is evidenced
by
the bylaw changes in 2007 described below.
1999
Mr. Razin awards himself and his son options
In
July
1999, Mr. Razin, who headed the Compensation Committee, oversaw the award
to himself and his son of a substantial number of options at the then current
price of the stock which is equivalent today to less than $1.50/share adjusted
for splits. Mr. Razin also approved the award of a substantial number of
options to management including the President of NextGen. This is unfortunate
because Mr. Razin had indicated agreement with the terms of the MOU which
was then being drafted between the Company, myself and Lawndale Capital
Management. The performance of the Company at the time did not warrant such
an
award. The stock had dropped about 90% in value between 1996 and 1999. Although
the awards took place I found no written record in the Compensation Committee
or
Board minutes reflecting these awards.
2000
Mr. Razin tries to sell the Company behind the directors’
backs
Early
in
2000 I discovered by accident that Mr. Razin was trying to sell the Company
behind the directors’ backs. When the Board confronted Mr. Razin he at
first denied but later admitted his action. The independent directors voted
unanimously to reprimand Mr. Razin and to terminate his employment as CEO
immediately. Two of those directors who voted for that resolution were nominated
to the Board by Mr. Razin.
2001
The status of Mr. Razin’s son is abruptly changed
David
Razin, the Chairman’s son, was considered an executive officer of the Company
prior to 2001. The annual filing by the Company in 2001 showed a change in
his
status to non-executive although his assignments did not change. There was
no
explanation or indication as to when during the year this actually occurred.
The
change of status of Mr. Razin’s son took place without my knowledge as the
Lead Director of the Company or the knowledge or approval of the Board. This
change impacted Mr. Razin’s eligibility to be considered independent by the
corporation. Mr. Razin’s son left the Company in 2008.
2002
Mr. Razin gains control of all Board committees
A
meeting
of the independent Directors was held immediately prior to the commencement
of
the full Board meeting on August 29, 2002. At the subsequent meeting of the
full Board, Mr. Razin, the only non-independent Director on the Board
at the time, chaired the meeting and invited present outside counsel to the
meeting. Both Mr. Razin and present outside counsel claimed that the lawyer
was counsel to the Board prior to 1999. This was not true. I found no evidence
that this particular lawyer had previously acted as counsel to the
Company.
I
objected to the presence of outside counsel at this meeting on the basis that
it
was I, as Lead Director, who was responsible for determining whether outside
counsel should be appointed and not Mr. Razin. I withdrew from the Board
meeting in protest. Mr. Razin and the three remaining Directors took action
to elect a new Lead Director replacing me and altered the composition of the
Board committees so that the committees were composed of three independent
Directors, rather than four as previously agreed by the Company in the MOU.
Under this new scheme, the three independent Directors aligned with
Mr. Razin made up the majority of Directors on each committee, thus
eliminating the purposeful balance of Directors that had previously been
incorporated into the MOU that structured the Board of Directors.
Drs. El Bardai, Zikry and I did not recognize the new Lead or the new
independent director committees structured by Mr. Razin.
These
actions, taken by the full Board and not by the independent Directors, were
within the purview of the independent Directors, and not the full Board. Thus,
Mr. Razin, with the help of outside counsel reputedly acting for the
Company, engineered the consolidation of his control over the Board and its
committees. The good corporate governance structure established by the MOU
of
1999 was destroyed.
2003
Mr. Razin tries to sell the Company
Mr. Razin,
with the support of the CEO and the president of NextGen, entered into an 8-week
no-shop agreement with a competitor to sell the Company based on a price of
approximately $5 a share. Drs. El Bardai, Zikry and I,
representing half of the independent directors of the Company, opposed the
sale.
The offer represented almost no premium over the market price of the Company's
shares. The deal was not consummated since Quality Systems’ share price in the
market moved higher than the offer price during the period of the no-shop
agreement.
2004
Board decides to change counsel but is prevented by
Mr. Razin
On
April
10, 2004, all six independent Directors of the Company met in executive session,
on my invitation, and considered only one topic. Those Directors unanimously
resolved to replace outside counsel.
On
June
3, 2004, a majority of the independent Directors met and voted unanimously
to
follow the recommendation of the Compensation Committee to conduct an
independent investigation of the contents of meeting minutes and certain
compensation issues.
At
the
June 10, 2004 meeting of the full Board, the Board voted 6 to 1 (with
Mr. Razin dissenting) to accept the recommendation of the Compensation
Committee and to appoint independent counsel. Independent counsel was hired
by
the head of the Compensation Committee on behalf of the independent Directors.
Nevertheless, the work of independent counsel could not proceed, because the
Company’s management did not pay the retainer set forth in the
contract.
2004
Mr. Razin casts deciding vote for grants of 600,000
options
On
June
10, 2004, the Board approved by a 4 to 3 vote a grant of 150,000 options (equal
to 600,000 options adjusted for splits) to certain employees of the NextGen
division despite a prior recommendation to the Board by a majority of the
Compensation Committee to halt the grant of all bonuses and equity options
at
QSI until independent counsel could be hired to investigate the process and
the
Board’s own 6 to 1 decision at that meeting to hire independent counsel. This
equity compensation was awarded without the approval of the compensation
committee or the majority of the independent directors of the Company.
Mr. Razin, deemed an insider by the corporation at the time, cast the
deciding vote for equity compensation of management.
2004
Mr. Razin hijacks the nominating process and engineers the election of 6
out of 7 directors
In
mid-2004, when the Nominating Committee was split, two of the independent
Directors on the Nominating Committee, aligned with Mr. Razin, acted as a
de facto subcommittee without authorization from the Nominating Committee or
the
Board. That committee interviewed and recommended the nomination of a new group
of five directors. That slate was approved by the Board at its meeting on July
21, 2004, despite the absence from the meeting under protest of one-half of
the
independent directors of the Company. Those 5 new nominees, and Mr. Razin
and I, were elected at the 2004 Annual Meeting. This is a crucial event that
led
to the present dysfunctional Board.
2004
Mr. Razin hires outside counsel and Board approves his
independence
Upon
taking their seats on the Board, in late September 2004, following little
discussion, the new Directors appointed Mr. Razin’s choice as outside
corporate counsel, the same lawyer who had previously served Mr. Razin
privately. The Board then requested counsel to take the minutes of Board
meetings. The directors authorized Company outside counsel to revise the bylaws
in such a manner as to allow the current Board to deem former CEO Mr. Razin
independent. Prior to this change in 2004, the Company’s bylaws had purposefully
defined “independent director” in a manner that excluded any individual
previously employed by the Company. Mr. Razin had not been considered
independent by the Board at any prior time.
Mr. Razin,
while still deemed an insider by the Company, chose his interim Lead Director
and reassigned the membership of the independent director committees, excluding
me.
Mr. Love,
a new director, assigned himself to research Mr. Razin’s eligibility to be
considered independent. Mr. Love wrote an opinion which favored
Mr. Razin’s independence. Mr. Love acknowledged that his opinion was
that of a layperson.
At
the
next meeting of the Board on October 28, 2004, the new directors voted
unanimously (with myself dissenting) and without much debate to accept the
changes to the bylaws prepared by Company outside counsel so that Mr. Razin
could be deemed an independent director. The Board did not review the actual
language of the bylaw changes. The Board then declared Mr. Razin an
independent director, citing Mr. Love’s opinion. I was the only dissenting
vote.
At
the
same meeting Mr. Razin voted with four new independent directors to accept
the recommendation of the new compensation committee to award 25,000 seven-year
options, vesting immediately (equivalent today to 100,000 options adjusted
for
splits), to each new director as an incentive for joining the Board, even though
they had already joined the Board. In a hastily called meeting on
November 1 the Board voted to reduce this award to 6,000 options
(equivalent to 24,000 shares today). These awards, in addition to the increase
in cash compensation given to the new Board members, were substantially more
than double what the directors were promised when they agreed to join the Board.
The new directors received compensation which was more than ten times that
received by the outgoing Board members.
2005
Mr. Razin gives directors and management 7% of the
Company
The
total number of options granted to Directors and executive management in fiscal
2005 was 443,725 Shares (equivalent to 1,774,900 shares post-split),
representing a dilution to shareholders of approximately 7% in one
year.
2005
The election is won by the Company when Mr. Razin has 900,000 uninstructed
votes counted in favor of his slate
In
the
election of 2005 the Company CEO counted 900,000 uninstructed votes for the
Company in a contested election. If a small fraction of these shares had not
been counted by the Company I would have won the 3 Board seats I was seeking
at
the time. This would have meant that the majority of independent directors
would
have been independent of Mr. Razin and management. A technicality in
delivery of my proxy materials caused a lower court to decide in favor of the
Company. I appealed the lower court decision.
2006
I entered into a Settlement Agreement which the Company violated from the
start
The
Company approached me with a settlement proposal. I agreed to a settlement
with
the Company giving up my appeal in exchange for good governance and the
replacement of Company outside counsel. I also asked for balanced committees
and
that the Chairman’s conduct be consistent with the status of an independent
director. The number of directors was increased to 9.
After
the
new Board was elected pursuant to the Settlement Agreement, the Chairman’s
interpretation of the Settlement Agreement was to allow himself total control
of
the independent directors’ committees through his “deadlock” mechanism and the
ability to keep present counsel and to engage other counsel of his choosing.
If
accepted, the Chairman’s interpretation of the Settlement Agreement would have
meant that I have given up my claims against the Chairman and other directors
involved in exchange for no material consideration. Obviously, that was not
my
intention. I entered into the Settlement Agreement in good faith. The Settlement
Agreement was drafted by the Company's counsel. As a matter of law any ambiguity
in the agreement should be resolved in my favor.
In
order
to resolve the dispute, I offered to enter into binding arbitration with the
Company. The Company did not respond in any material way. Correspondence by
my
attorneys in this regard was ignored.
2006
The Company violates the Settlement Agreement by continuing to use same outside
counsel
The
lawyer that I intended to have removed as the Company’s counsel under the
Settlement Agreement was not removed. Instead, he continued to work for the
Company and assumed the various responsibilities of corporate counsel, Board
counsel, and general counsel. The lawyer also acted as corporate secretary.
The
lawyer has also represented the Chairman and other Board members and was
involved in the formation of a Special Committee that continues to operate
after
the Settlement Agreement. Even though the lawyer assumed those various roles,
he
has no written contract with the Company that defines his relationship to the
Company or that spells out his duties or responsibilities.
The
Special Committee seems to be primarily designed to prevent me from raising
any
corporate governance issues. The
Special Committee lacks transparency and fails to report on its actions to
the
other members of the Board.
2006
As part of the Settlement Agreement, Mr. Razin nominates a family friend as
new director
Mr. Razin
nominated Russell Pflueger, a family friend, to be elected as a new director.
Mr. Pflueger has never voted contrary to Mr. Razin.
2007
Ten months into the fiscal year, the management incentive plan is
changed
In
fiscal
year 2007 after the Compensation Committee had failed to recommend a change,
Mr. Razin convened the independent directors and voted in a 4-3 decision to
award management significantly more options ten months into the fiscal year
without changing the previously set business goals to be met by management.
The
management has failed to meet its own projections. The Chairman, who I believe
should clearly not have been considered independent, cast
the
deciding vote.
2007
Bylaws are changed without prior presentation to Board
The
present Board approved another change in the bylaws in May 2007. The changes
were not read to the directors or previously presented in writing. Yet the
majority approved having outside counsel make the changes without reviewing
them
and without material discussion. Counsel informed the Board that the changes
were being made to conform to Nasdaq rules. The changes made it easier for
Mr. Razin to be considered independent. The Board chose not to engage in
any material discussion of the issues involved.
The
change occurred at the Board meeting of May 30, 2007. Steve Plochocki was
chosen by Mr. Razin to record the minutes of the Board meeting.
Messrs. Fawzy, Hoffman, and I were disturbed that Mr. Plochocki’s
minutes stated that a memo describing the changes in the bylaws had been
distributed and discussed by the directors before they approved the bylaw
changes. There was no memo distributed or read at the Board meeting. None of
the
directors present, including the CEO of the Company or the corporate outside
counsel, could subsequently produce the allegedly distributed material. No
meaningful discussion of the bylaw changes took place in the Board meeting.
Nevertheless, in the next Board meeting, the minutes of the meetings were
approved by a 6-3 vote. Thus, Mr. Razin, management and the directors
nominated by Mr. Razin voted to have the minutes represent facts that did
not occur.
2008
Bylaws are changed to increase difficulty in mounting a proxy
fight
At
the
May 29, 2008 Board meeting, the Chairman and outside corporate counsel
introduced a resolution for bylaw changes. Mr. Fawzy and I received these
bylaw changes only a few hours before the Board meeting. I asked corporate
outside counsel to explain to me and the other directors the implication of
these changes. I did not get a satisfactory answer. The Board was not interested
in examining the issue. Board counsel in later correspondence stated that “these
bylaw changes were designed to clarify the language in the bylaws of the
corporation.” This is inaccurate. In
fact,
these changes complicate the process of starting a proxy contest by placing
new
restrictions on stock ownership for those who wish to challenge the Company
slate, among other matters.
In
the
same Board meeting of May 29, 2008, as usual without an agenda item, the
Chairman introduced a previously prepared resolution to require that corporate
outside counsel attend and take minutes at meetings of every independent
directors' committee of the Board. I, as well as the directors I nominated
to
the Board, pointed out that the committees of the Board were structured by
the
Settlement Agreement to be balanced. Corporate counsel should be invited to
attend meetings of the independent committees only if a majority of the
committee members accept his attendance. Imposing corporate counsel on the
independent committees is unwelcome interference by the insiders that will
corrupt the independence of the committees. Mr. Razin's proposal was passed
without any material debate of the issue by a vote of 6 to 3, with
Messrs. Fawzy, Hoffman, and I dissenting.
2008
Mr. Razin requests the departing CEO to resign early and replaces him with
a family friend as director
On
June
23 2008, at the telephonic Board Meeting called for by the Chairman,
Mr. Razin introduced without an agenda item, two resolutions prepared in
advance by Company outside counsel. These items had not been brought to the
Nominating Committee for review prior to the Board meeting as they should have
been. They involved replacement of the CEO, a non-independent director, by
a new
director, Mr. Kaplan, an independent director recommended by
Mr. Razin. Both resolutions serve to unbalance the Board in favor of the
Chairman. The resolutions were:
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1.
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To
ask Mr. Silverman to resign his Board seat early as of June 30 2008
before his resignation from the Company became effective on August
16,
2008.
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2.
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To
elect Mr. Kaplan to replace Mr. Silverman on the Board.
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Mr. Kaplan
was referred to Mr. Razin by his son. Mr. Razin
is the only director who interviewed Mr. Kaplan. Both Mr. Pflueger,
who was added to the Board in connection with the Settlement Agreement, and
Mr. Kaplan are close friends of Mr. Razin's son. Mr. Pflueger, in
his two year tenure on the Board, has never voted against a resolution proposed
by Mr. Razin.
Mr. Razin,
who had chaired the Nominating Committee meeting that was held just before
the
Board meeting on June 23, did not even bother to inform the Nominating Committee
that he planned to propose electing Mr. Kaplan to the Board and to ask Lou
Silverman to resign his Board seat as soon as possible.
In
electing Mr. Kaplan to the Board, Mr. Razin and his Board have
violated the bylaws of the Company by failing to refer the matter to the
Nominating Committee.
Both
resolutions came as a surprise because they were not part of the agenda for
the
meeting. They were
voted
on
without
any material discussion. The vote was 4 to 3 with the President of
NextGen abstaining.
The
corporate outside counsel and the Chairman discovered that 5 votes were needed
in order to pass these resolutions. Mr. Razin called for another meeting. A
telephonic Board meeting was held on June 27, 2008. The resolutions regarding
the early resignation of the CEO and election of Mr. Kaplan, which had
previously failed, were reconsidered. This time the vote was 5-3 with the
President of NextGen changing his mind and casting his vote in favor of asking
the CEO to resign early and to replace him on the Board with Mr. Kaplan.
Mr. Razin,
without an agenda item, introduced a resolution prepared by Company counsel
to
assign Mr. Kaplan to all standing committees of the Board. The new
assignment of Mr. Kaplan to all independent directors’ committees of the
Board changed the size of all the committees from 4 to 5 and unbalanced the
committees in favor of Mr. Razin.
Assigning
Mr. Kaplan to all the standing independent committees of the Board violates
the Settlement Agreement of August 2006. The Settlement Agreement set out the
structure of the present Board and all its committees until a Board is elected
in 2008.
The
Board
hastily agreed to assign Mr. Kaplan to all the independent directors’
committees, ignoring the objections of Messrs. Fawzy, Hoffman, and
myself.
On
July
15, 2008, the Nominating Committee and the Board were again convened at the
invitation of Mr. Razin. Mr. Fawzy and I did not attend the Nominating
Committee meeting in protest of the improper election of Mr. Kaplan to the
Board and all the independent directors’ committees. Our lawyer wrote to the
Company, but the Company did not respond as usual.
The
Board
met on July 15, 2008 minutes after the Nominating Committee had convened.
The agenda did not list that there would be a resolution to reduce the Company’s
slate of directors from 9 to 8. No reason was given at the meeting. One of
the
Company’s nominees was dropped. It was stated that the Nominating Committee
presented this recommendation. The vote was 6-3. The preliminary proxy statement
of the Company listing its slate of eight was filed the next day.
2008
The Company files a preliminary proxy statement replete with inaccuracies and
erroneous claims
Please
see my enclosed Shareholder Letter #1.
Other
developments
In
a
Board meeting on August 4, 2008, the Company proposed, without prior notice
or
agenda item, to raise the quarterly dividend by 20% (from $0.25 to $0.30 per
share), as described in my enclosed Shareholder Letter #1.
On
August
11, 2008, the Company named Steve Plochocki as the new CEO of the Company
starting August 16, 2008, based on the recommendation of a special search
committee. As outlined in my enclosed Shareholder Letter #1, the search
committee was proposed and chaired by Mr. Razin and included
Messrs. Pflueger and Love (two of Mr. Razin's nominees to the Board).
Mr. Razin
called for the Compensation Committee to approve Mr. Plochocki's employment
contract as CEO of the Company followed by a meeting of the independent
directors' committee and finally by a meeting of the Board to endorse the
Chairman's actions. Mr. Plochocki's contract was negotiated by Mr. Razin
with his special search committee.
The
Compensation Committee failed to recommend the approval of Mr. Plochocki's
contract, so the matter was referred to the independent directors' committee.
Mr. Razin presided over the independent directors' committee meeting and cast
the deciding vote to approve Mr. Plochocki's employment contract. Mr. Razin
was
joined by Messrs. Love, Pflueger, and Kaplan. Mr. Kaplan is the new
director elected as described above by Mr. Razin.
Mr. Plochocki's
employment contract as CEO was hastily approved by the Board. Three weeks before
a shareholder meeting that may result in a new Board, Mr. Razin made it
more difficult, due to the terms of the contract, for a new Board to replace
his
choice of CEO.
Mr. Plochocki
has clearly earned his wings with Mr. Razin. In his four year tenure on the
Board, he has not voted against any resolution proposed by Mr. Razin.
Mr. Plochocki was always ready when Mr. Razin needed someone to second
or approve any resolution made by Mr. Razin. An examination of the minutes
would show that the votes of Messrs. Plochocki, Love, and Pflueger provided
cover for Mr. Razin's executive, controlling actions that are totally
inconsistent with his claims of independence.
As
this
chronological summary demonstrates, the Chairman and his supporters on the
Board
have concentrated principally on increasing and strengthening Mr. Razin’s
control over the Board and management. A review of the minutes of the Board
meetings, as poorly as they are kept by the Company, clearly demonstrates that
a
majority of our present Board has failed in its responsibility to oversee
management.
Can
you really afford to vote for Mr. Razin and his
Board?
I
am honored to join with a distinguished slate of individuals. I have nominated
Dr. Murray Brennan, Tom DiBenedetto, Joe Stilwell, Ibrahim Fawzy, Edwin
Hoffman and myself, and I am grateful they have agreed to serve as directors
of
our Company.
I
urge you to join in giving us your support.
PLEASE
VOTE THE ENCLOSED BLUE CARD TODAY.
If
you
have any questions or need any assistance voting your shares, please contact
my
proxy solicitation firm:
The
Altman Group, Inc.
Toll
free
at (866) 856-4969
Sincerely
yours,
Ahmed
Hussein
YOUR
VOTE
IS IMPORTANT,
NO
MATTER
HOW MANY OR HOW FEW SHARES YOU OWN.
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If
your shares are registered in your own name, please sign, date and
mail
the enclosed BLUE Proxy Card and return it in the postage paid envelope
provided today.
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If
your shares are held in the name of a brokerage firm, bank, nominee
or
other institution, only it can sign a BLUE Proxy Card with respect
to your
shares and only after receiving your specific instructions. Accordingly,
please sign, date and mail the enclosed BLUE Proxy Card in the
postage-paid envelope provided to ensure that your shares are
voted.
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Please
do not send back any white proxy card you receive, even to vote against
the management nominees. Doing so will cancel any prior vote you
cast on
the BLUE card. Please return only the BLUE proxy
card.
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Even
if you have already returned a white proxy card, you have every right
to
change your vote. You can still support our nominees by returning
the
enclosed BLUE proxy card. Only your latest dated proxy card will
count.
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On August
13, 2008, Ahmed Hussein filed with the Securities and Exchange Commission
(the "Commission") a definitive proxy statement in connection with
the September 4, 2008 annual meeting
of shareholders of Quality Systems, Inc. Mr.
Hussein commenced mailing copies of the definitive proxy
statement to shareholders on August 14, 2008. The definitive proxy
statement includes information regarding the participants in the solicitation
and their direct or indirect interests and security holdings in Quality Systems,
Inc. Investors and security holders are urged to read Mr. Hussein's
definitive proxy statement and additional definitive soliciting material
because
they contain important information. Investors and security holders may obtain
a
free copy of the definitive proxy statement and other documents filed
by Mr. Hussein with the Commission at the Commission's website at
www.sec.gov. The definitive proxy statement and these other documents may
also
be obtained for free by writing to Mr. Ahmed Hussein c/o National
Investment Co., 630 Fifth Avenue, Suite 2258, New York, New York
10111-0100, or by contacting The Altman Group, Inc., toll free at
(866) 856-4969 .