December 31, 2001

Dear Shareholder:

A Special Meeting of Shareholders will be held on Friday, January 25, 2002, at 9:00 AM, in Salon D at The Westin, 2 Whippany Road, Morristown, NJ. You will be asked to vote on one proposal. No other business will be conducted at this Meeting.

You may vote by Internet, telephone, written proxy, or written ballot at the Meeting. We encourage you to use the Internet; it is the most cost-effective way to vote.

We would like to take this opportunity to remind you that your vote is very important.

Sincerely,

Daniel A. Carp
Chairman of the Board