<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2)
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
BROADWAY FINANCIAL CORPORATION
(Name of Registrant as Specified in its Charter)
------------------------------------------------------------------------
(Name of Person(s) filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) 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):
(4) Proposed maximum aggregate value of transaction:
<PAGE>
(5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] 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.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
<PAGE>
BROADWAY FINANCIAL CORPORATION
4800 Wilshire Boulevard
Los Angeles, California 90010
Dear Stockholder:
On behalf of the Board of Directors, I cordially invite you to attend the Annual
Meeting of Stockholders of Broadway Financial Corporation (the "Company"), which
will be held at the Company's principal executive offices, 4800 Wilshire
Boulevard, Los Angeles, California 90010, at 2:00 p.m., on June 21, 2000.
As described in the accompanying Notice of Annual Meeting of Stockholders and
Proxy Statement, stockholders will be asked to vote on the election of three
directors, to ratify the appointment of the independent auditors for Broadway
Financial Corporation and to transact such other business as may properly come
before the Annual Meeting or any adjournment thereof.
Your vote is very important, regardless of the number of shares you own. I urge
you to mark, sign and date each proxy card you receive and return it as soon as
possible in the postage-paid envelope provided, even if you currently plan to
attend the Annual Meeting. Returning your proxy card will not prevent you from
voting in person, but will assure that your vote is counted if you are unable to
attend.
Sincerely,
/s/ Paul C. Hudson
Paul C. Hudson
President and Chief Executive Officer
IMPORTANT: IF YOUR BROADWAY FINANCIAL CORPORATION SHARES ARE HELD IN THE NAME OF
A BROKERAGE FIRM OR NOMINEE, ONLY THAT BROKERAGE FIRM OR NOMINEE CAN EXECUTE A
PROXY ON YOUR BEHALF. TO ENSURE THAT YOUR SHARES ARE VOTED, WE URGE YOU TO
TELEPHONE THE INDIVIDUAL RESPONSIBLE FOR YOUR ACCOUNT TODAY AND OBTAIN
INSTRUCTIONS ON HOW TO DIRECT HIM OR HER TO EXECUTE A PROXY.
IF YOU HAVE ANY QUESTIONS OR NEED ANY ASSISTANCE IN VOTING YOUR SHARES, PLEASE
TELEPHONE THE COMPANY'S INVESTOR RELATIONS REPRESENTATIVE, BEVERLY A. DYCK, AT
(323) 634-1700, EXT 231.
<PAGE>
BROADWAY FINANCIAL CORPORATION
4800 Wilshire Boulevard
Los Angeles, California 90010
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held on June 21, 2000
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of Broadway
Financial Corporation (the "Company") will be held at the Company's principal
executive offices, 4800 Wilshire Boulevard, Los Angeles, California 90010, at
2:00 p.m., on June 21, 2000, for the following purposes:
1) To elect three directors of the Company to serve until the Annual
Meeting to be held in the year 2003 or until their successors are
elected and have been qualified. The Board of Directors has nominated
Messrs. Paul C. Hudson, Kellogg Chan and Larkin Teasley.
2) To ratify the appointment of KPMG LLP as the Company's independent
auditing firm for 2000.
3) To consider such other business as may properly come before the Annual
Meeting or any postponement or adjournment thereof.
The Board of Directors has selected May 12, 2000 as the record date for the
Annual Meeting. Only those stockholders of record at the close of business on
that date will be entitled to notice of and to vote at the Annual Meeting or any
postponement or adjournment thereof. A list of stockholders entitled to vote at
the Annual Meeting will be available at the Company's principal executive
offices during the ten days prior to the meeting. Such list will also be
available for inspection at the time and place of the Annual Meeting.
By Order of the Board of Directors
/s/ Beverly A. Dyck
Beverly A. Dyck
Secretary
Los Angeles, California
May 17, 2000
5
<PAGE>
BROADWAY FINANCIAL CORPORATION
4800 Wilshire Boulevard
Los Angeles, California 90010
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
June 21, 2000
INFORMATION RELATING TO VOTING AT THE ANNUAL MEETING
This Proxy Statement is furnished in connection with the solicitation of proxies
by the Board of Directors of Broadway Financial Corporation (the "Company"), a
Delaware corporation, for use at the Annual Meeting of Stockholders of the
Company (the "Annual Meeting") to be held at the Company's principal executive
offices, 4800 Wilshire Boulevard, Los Angeles, California, 90010, at 2:00 p.m.,
on June 21, 2000, and at any postponement or adjournment thereof. This Proxy
Statement and the accompanying form of proxy were first mailed to stockholders
on or about May 17, 2000.
The Company was incorporated under Delaware law in September 1995 for the
purpose of acquiring and holding all of the outstanding capital stock of
Broadway Federal Bank, f.s.b. ("Broadway Federal" or the "Bank") as part of the
Bank's conversion from a federally chartered mutual savings and loan association
to a federally chartered stock savings bank (the "Conversion"). The Conversion
was completed, and the Bank became a wholly owned subsidiary of the Company, on
January 8, 1996. Unless otherwise indicated, references in this Proxy Statement
to the Company include the Bank as its predecessor.
The Board of Directors of the Company has selected May 12, 2000 as the record
date for the determination of stockholders entitled to notice of and to vote at
the Annual Meeting. As of April 30, a total of 926,657 shares of the Company's
common stock, par value $.01 per share (the "Common Stock"), were outstanding at
the close of business on that date. A majority of the shares entitled to vote,
represented in person or by proxy, will constitute a quorum for the transaction
of business at the Annual Meeting. Stockholders will be entitled to cast one
vote for each share of Common Stock held by them of record at the close of
business on the record date on any matter that may be presented at the Annual
Meeting for consideration and action by the stockholders. Abstentions will be
treated as shares that are present and entitled to vote for purposes of
determining the presence of a quorum, but as unvoted for purposes of determining
the approval of any matter submitted for a vote of the stockholders. If a broker
indicates on its proxy that the broker does not have discretionary authority to
vote on a particular matter as to certain shares, those shares will be counted
for general quorum purposes but will not be considered as present and entitled
to vote with respect to that matter.
6
<PAGE>
All valid proxies received in response to this solicitation will be voted in
accordance with the instructions indicated thereon by the stockholders giving
such proxies. If no contrary instructions are given, such proxies will be voted
FOR the election of the directors named in this Proxy Statement and FOR approval
of the appointment of KPMG LLP as the Company's independent auditors for the
fiscal year ending December 31, 2000. Although the Board of Directors currently
knows of no other matter to be brought before the Annual Meeting, if other
matters properly come before the Annual Meeting and may properly be acted upon,
including voting on a substitute nominee for director in the event that one of
the nominees named in this Proxy Statement becomes unwilling or unable to serve
before the Annual Meeting, the proxy will be voted in accordance with the best
judgement of the persons named in the proxy.
Any stockholder has the power to revoke his or her proxy at any time before it
is voted at the Annual Meeting by delivering a later signed and dated proxy or
other written notice of revocation to Beverly A. Dyck, Secretary of the Company,
at 4800 Wilshire Boulevard, Los Angeles, California 90010. A proxy may also be
revoked if the person executing the proxy is present at the Annual Meeting and
chooses to vote in person.
The principal solicitation of proxies is being made by mail. The Company has
retained American Securities Transfer & Trust, Inc., the Company's transfer
agent, to assist in the solicitation of proxies for an estimated fee of $1,600
plus reimbursement for certain expenses. To the extent necessary, proxies may be
solicited by certain officers, directors and employees of the Company, or its
wholly-owned subsidiary, none of whom will receive additional compensation
therefor, and may also be solicited by telegram, telephone or personal contact.
The Company will bear the cost of the solicitation of proxies, including
postage, printing and handling, and will reimburse brokers and other nominee
holders of shares for their expenses incurred in forwarding solicitation
material to beneficial owners of shares.
ELECTION OF DIRECTORS
The Company's Certificate of Incorporation provides that the Board of Directors
shall be divided into three classes, with the term of one class of directors to
expire each year. Three directors are to be elected at the Annual Meeting. The
Certificate of Incorporation does not provide for cumulative voting in the
election of directors.
The following table sets forth the names and certain information regarding the
persons who are currently members of the Company's Board of Directors, including
those nominated by the Board of Directors for reelection. If elected, Messrs.
Paul C. Hudson, Kellogg Chan and Larkin Teasley will each serve for a term of
three years or until their respective successors are elected and qualified. The
three nominees have consented to be named and have indicated their intention to
serve if elected. Each director listed below served as a director of the Bank
prior to its reorganization into a holding company structure. The dates listed
below pertaining to length of service as a director include
7
<PAGE>
service as a director of the Bank prior to the formation of the Company. If any
of the nominees becomes unable to serve as a director for any reason, the shares
represented by the proxies solicited hereby may be voted for a replacement
nominee selected by the Board.
<TABLE>
<CAPTION>
AGE AT
DECEMBER 31, DIRECTOR TERM POSITIONS CURRENTLY HELD WITH
NAME 1999 SINCE EXPIRES THE COMPANY AND THE BANK
- ------------------------------------ ----------------- ---------- ------- -------------------------------
NOMINEES:
<S> <C> <C> <C> <C>
Paul C. Hudson (1) 51 1985 2003 Director, President and Chief
Executive Officer of Company
and Bank
Kellogg Chan 60 1993 2003 Director of Company and Bank
Larkin Teasley 63 1977 2003 Director of Company and Bank
SIX CONTINUING DIRECTORS:
Elbert T. Hudson(1) 79 1959 2001 Director and Chairman of the
Board of Company and Bank
Willis K. Duffy 72 1974 2001 Director of Company and Bank
Rosa M. Hill 70 1977 2001 Director of Company and Bank
Lyle A. Marshall 74 1976 2002 Director of Company and Bank
A. Odell Maddox 53 1986 2002 Director of Company and Bank
Daniel A. Medina 42 1997 2002 Director of Company and Bank
</TABLE>
- --------------
(1) Elbert T. Hudson and Paul C. Hudson are father and son.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS
THAT YOU VOTE FOR THE ABOVE NOMINEES.
The business experience of each of the nominees and continuing directors is as
follows:
NOMINEES:
PAUL C. HUDSON is the President and Chief Executive Officer of the Company and
the Bank. Mr. Hudson joined Broadway Federal in 1981, was elected to the Board
in 1985, and served in various positions prior to becoming President and Chief
Executive Officer in 1992. Mr. Hudson is a member of the California and District
of Columbia Bars. He is a member of the Boards of Directors of America's
Community Bankers (the national thrift industry association), the American
League of Financial Institutions, Pitzer College, the Fulfillment Fund, and the
California Community Foundation. Mr. Hudson also chairs the Board of Community
Build.
KELLOGG CHAN has been a member of the Board of Directors since 1993. He was
Chairman and Chief Executive Officer of Universal Bank, f.s.b. from 1994 to 1995
and a consultant to Seyen Investments from 1993 to 1994. He was President and
Chief Executive Officer of East-West Bank from 1976 to 1992. Currently, Mr. Chan
is President of North American Financing Corporation, a real estate investment
banking firm. Mr. Chan is a past trustee of the Greater Los Angeles Zoo
Association, and past member of the Boards of Directors of the San Marino City
Club, the Southern California
8
<PAGE>
Chinese Lawyers Association and the San Gabriel
Valley Council of Boy Scouts. Mr. Chan is a member of the Chinese American
Citizens Alliance, Central City Optimists, and the Chinese Heart Council of the
American Heart Association.
9
<PAGE>
LARKIN TEASLEY has been President and Chief Executive Officer of Golden State
Mutual Life Insurance Company since 1980 and is a member of its Board of
Directors. Mr. Teasley is a member of the Boards of Directors of the Golden
State Minority Foundation, the Greater Los Angeles African American Chamber of
Commerce, the California Chamber of Commerce and the Los Angeles County Board of
Investment for the County Employees Retirement Association. He is Chairman of
the National Insurance Association.
CONTINUING DIRECTORS:
ELBERT T. HUDSON is Chairman of the Board of both the Company and the Bank and
has engaged in the practice of law since his retirement as Chief Executive
Officer of the Bank in 1992. He was elected as President/Chief Executive Officer
of the Bank in 1972, a position he held until his retirement. Mr. Hudson is
currently Chairman of the Executive Committee of the Board, a committee he has
served on continuously since 1959, and serves on the Board of Directors of
Broadway Service Corporation ("BSC"), a wholly owned subsidiary of Broadway
Federal. He also served on the Loan Committee of the Board from 1959 through
1984. Mr. Hudson has been a member of the California Bar since 1953 and was a
practicing attorney prior to his election as President/Chief Executive Officer
of Broadway Federal. Mr. Hudson is a member of the Board of Directors of Golden
State Mutual Life Insurance Company and is a member of its Executive Committee
and Chairman of its Audit Committee. Mr. Hudson is also President of the Board
of NAACP "New Careers," and is a member of the Board of Los Angeles Trade
Technical College Foundation.
WILLIS K. DUFFY, D.D.S. is a retired dentist and was a general partner of
Washington Medical Center. Dr. Duffy is the Chairman of the
Compensation/Benefits Committee of the Board. Dr. Duffy also serves as a member
of the Boards of Directors of the Watts/Willowbrook Boys and Girls Club, the Los
Angeles Police Department Historical Society and the Sigma Pi Phi Foundation.
ROSA M. HILL is the Corporate Secretary of S.J.H. Investment Company. She was
formerly an elementary school teacher in the Los Angeles City Schools and Fisk
University Children's School. Mrs. Hill also worked as a social worker with the
Los Angeles County Bureau of Public Assistance. She served as the Chairperson
of the Compliance/Community Reinvestment Act ("CRA")/Public Relations Committee
of the Board. She served on the Board of Trustees of Bennett College,
Greensboro, North Carolina. Mrs. Hill has been an active member of Holman United
Methodist Church for over 45 years where she has held many leading roles.
LYLE A. MARSHALL is a retired tax attorney. Prior to his retirement in 1993, he
served as President of Lyle A. Marshall & Assoc., Ltd., a consulting firm, and
was co-owner of Drummond Distributing Co. Mr. Marshall was admitted to practice
before the United States Supreme Court, the United States District Court, United
States Tax Court and the New York State Bar. Mr. Marshall is Chairman of the
Audit and the Internal Asset Review Committees of the Board. Mr. Marshall also
chairs the Board of the Watts/Willowbrook Boys and Girls Club.
10
<PAGE>
A. ODELL MADDOX is President and Manager of Maddox & Stabler Construction Co.
Inc. and a real estate broker for Maddox Company, a real estate property
management company. Mr. Maddox served as a real estate appraiser for the Los
Angeles County Assessor's Office from 1969 to 1972 and as a consultant to
Citizens Savings and Loan Association from 1978 to 1979. Mr. Maddox is Chairman
of the Loan Committee of the Board.
DANIEL A. MEDINA is a Managing Director in the Global Corporate Finance Practice
of Arthur Andersen, LLP. Mr. Medina joined Arthur Andersen in February 1999.
Prior to joining Arthur Andersen, Mr. Medina had been Vice
President-Acquisitions for Avco Financial Services, Inc., since October 1996.
Before Avco, Mr. Medina had been Managing Director-Corporate Advisory Department
for Union Bank of California, N.A., a subsidiary of the Bank of Tokyo Mitsubishi
Bank, since 1992. Mr. Medina has been a member of the Company's Board since
1997. Prior to that time he was an advisor to the Broadway Federal Board since
1993 and the Company Board since 1996.
BOARD MEETINGS AND COMMITTEES
The Board of Directors of the Company and the Board of Directors of the Bank
held twelve meetings each during 1999. The Company has three committees: The
Executive Committee, the Compensation/Benefits Committee and the Audit
Committee. During 1999, the Bank had a total of seven committees: the Executive
Committee, the Audit Committee, the Compensation/Benefits Committee, the Loan
Committee, the Internal Asset Review Committee, the Asset/Liability and
Investment Committee and the Compliance Committee. The Audit and Compliance
Committees have now been combined.
COMPANY COMMITTEES
The Executive Committee consists of Messrs. Elbert T. Hudson (Chairperson), Paul
C. Hudson and Kellogg Chan. This committee monitors Company financial matters,
such as analysis of overall earnings performance, focusing on trends,
projections and problem anticipation and resolution. It also monitors the status
of litigation and serves as an interim decision-making body that functions
between Board meetings, counseling the chief executive officer by providing
input on critical issues and ensuring appropriate Board involvement in the
strategic planning process. The Executive Committee had no meetings during 1999.
The Audit Committee consists of Mr. Lyle A. Marshall (Chairperson), Mrs. Rosa
Hill and Mr. A. Odell Maddox. The Audit Committee is responsible for oversight
of the internal audit function for the Company, assessment of accounting
systems, monitoring of internal control deficiencies and monitoring regulatory
compliance. The committee is also responsible for oversight of external
auditors. The Audit Committee had one meeting during 1999.
11
<PAGE>
The Compensation/Benefits Committee consists of Dr. Willis K. Duffy
(Chairperson), Mr. Larkin Teasley and Mr. Daniel A. Medina. This committee is
responsible for the oversight of salary and wage administration and various
employee benefits, policies and incentive compensation issues at the Company
level. The Compensation/Benefits Committee had no meetings during 1999.
12
<PAGE>
BANK COMMITTEES
The Executive Committee consists of Messrs. Elbert T. Hudson (Chairperson), Paul
C. Hudson, Lyle A. Marshall and Larkin Teasley. This committee monitors
financial matters, including capital adequacy and liquidity, and analyzes
overall earnings performance, focusing on trends, regulations, projections and
problem anticipation and resolution. It also monitors the status of litigation
and serves as an interim decision-making body that functions between Board
meetings, counseling the chief executive officer by providing input on critical
issues and ensuring appropriate Board involvement in the strategic planning
process. The Executive Committee met nine times during 1999.
The Audit Committee consists of Mr. Lyle A. Marshall (Chairperson), Mrs. Rosa M.
Hill, Dr. Willis K. Duffy and Mr. Daniel A. Medina. The Audit Committee is
responsible for oversight of the internal audit function, assessment of
accounting systems, monitoring of internal control deficiencies and monitoring
regulatory compliance. The committee is also responsible for oversight of
external auditors. The Audit Committee met eleven times during 1999. Effective
March 22, 2000, this committee was combined with the Compliance/Public Relations
Committee. No additional committee members were added.
The Compensation/Benefits Committee consists of Dr. Willis K. Duffy
(Chairperson), Messrs. A. Odell Maddox and Larkin Teasley. This committee is
responsible for the oversight of salary and wage administration and various
employee benefits, policies and incentive compensation issues, as well as the
appraisal of the chief executive officer's performance, determination of his
salary and bonus, and making recommendations regarding such matters for approval
by the Board of Directors. The committee met four times during 1999.
The Loan Committee consists of Messrs. A. Odell Maddox (Chairperson), Paul C.
Hudson, Kellogg Chan and Gerald W. Parker, Chief Loan Officer as a non-Board
member. Mr. Parker assumed this position in April 2000. During 1999, Eric V.
Johnson served as Chief Loan Officer. The Loan Committee is responsible for
developing the lending policies of the Bank, monitoring the loan portfolio and
compliance with established policies, and approving specific loans in accordance
with the Bank's loan policy. The committee met twelve times during 1999.
The Internal Asset Review Committee consists of Messrs. Lyle A. Marshall
(Chairperson), Elbert T. Hudson and non-Board members Mr. Bob Adkins, Sr. Vice
President-Chief Financial Officer, and Ms. Alesia Willis, Vice President-Loan
Service Manager. The Internal Asset Review Committee is responsible for the
review and approval of asset classifications, and for monitoring delinquent
loans and foreclosed real estate. In addition, the Internal Asset Review
Committee reviews the adequacy of the Bank's general loan loss allowance. The
committee met twelve times during 1999.
The Asset/Liability and Investment Committee consists of Messrs. Kellogg Chan
(Chairperson), Daniel A. Medina, Paul C. Hudson and non-Board members Messrs.
Bob Adkins, Senior Vice President-Chief Financial Officer, Eric V. Johnson,
Senior Vice President-Chief Savings Officer and
13
<PAGE>
Gerald W. Parker, Chief Loan Officer. The Asset/Liability and Investment
Committee is responsible for monitoring Broadway Federal's interest rate risk in
order to reduce the vulnerability of the Bank's operations to changes in
interest rates. The Committee also monitors and controls the level and type of
securities investments made by the Bank. The committee met six times during
1999.
The Compliance/CRA/Public Relations Committee consists of Mrs. Rosa Hill
(Chairperson) and Messrs. Elbert T. Hudson, Kellogg Chan and Daniel A. Medina.
This committee is responsible for reviewing the Bank's compliance with state and
federal regulations, monitoring compliance with the Community Reinvestment Act
and oversight of public relations and community outreach efforts. The committee
met nine times during 1999.
EXECUTIVE OFFICERS WHO ARE NOT DIRECTORS
The following table sets forth certain information with respect to executive
officers of the Company or the Bank who are not directors. Officers of the
Company and the Bank serve at the discretion of and are elected annually by
their respective Boards of Directors.
<TABLE>
<CAPTION>
Name Age(1) Positions Held With Company and Broadway Federal
- --------------------------- --------- ------------------------------------------------------------------------
<S> <C> <C>
Bob Adkins 49 Chief Financial Officer and Secretary of the Company and Senior Vice
President/Chief Financial Officer of Broadway Federal
Eric V. Johnson(2) 40 Senior Vice President/Chief Retail Banking Officer of Broadway Federal
Gerald W. Parker(3) 57 Chief Loan Officer of Broadway Federal
</TABLE>
- ----------------------------
(1) As of December 31, 1999.
(2) Executive served as Senior Vice President/Chief Loan Officer from May 1999
to April 2000.
(3) Executive hired in April 2000
The business experience of each of the executive officers is as follows:
BOB ADKINS joined Broadway Federal in 1994 as the Chief Financial Officer. Mr.
Adkins became Senior Vice President/Chief Financial Officer in January 1995. Mr.
Adkins also serves as Director and Secretary/Treasurer of Broadway Service
Corporation. Prior to joining Broadway Federal, Mr. Adkins was Chief Financial
Officer of Westside Bank of Southern California for three years. Mr. Adkins has
over 20 years experience in the financial services industry, including
experience in public accounting. Mr. Adkins is a Certified Public Accountant and
holds an MBA degree and a Bachelors degree in Accounting. Mr. Adkins is
President of the Board of the California State University at Los Angeles
Foundation and is a past member of the Board of Directors of the Community
Housing Assistance Program, Inc. and Unite L.A.
ERIC V. JOHNSON joined Broadway Federal Bank in May 1999 as Senior Vice
President/Chief Loan Officer and currently serves as Senior Vice President/Chief
Retail Banking Officer and Foreign Asset Control Compliance Officer. Prior to
joining Broadway Federal, Mr. Johnson had over 20 years of experience in the
banking industry, primarily in Retail Banking with Home Savings of America,
where he served in various management positions. Mr. Johnson has served on the
San
14
<PAGE>
Gabriel Valley Boy Scouts of America and is an active member of Holman
United Methodist Church.
GERALD W. PARKER joined Broadway Federal in April 2000 as the Chief Loan
Officer. Prior to joining Broadway Federal, Mr. Parker had over 16 years of
experience in the banking industry with Washington Mutual (formerly Home Savings
of America), where he served in various management positions. Mr. Parker serves
as Vice President and a member of the Board of Directors of the Los Angeles
Urban Bankers Association and as a Board member of Haaf II Project.
15
<PAGE>
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
The following table sets forth information, as of March 31, 2000, concerning the
shares of the Company's Common Stock owned by each person known to the Company
to be a beneficial owner of more than 5% of the Company's Common Stock, by each
of the directors and executive officers of the Company and the Bank, and by all
directors and executive officers as a group (including in each case all
"associates" of such persons).
<TABLE>
<CAPTION>
AMOUNT AND
NATURE OF
NAME AND ADDRESS BENEFICIAL PERCENT OF
OF BENEFICIAL OWNER OWNERSHIP CLASS
------------------------------------------------------ ---------------- ----------------
<S> <C> <C>
BENEFICIAL OWNERS:
Broadway Federal Bank Employee Stock Ownership Plan 67,164
(1) 7.20%
First Financial Fund, Inc. (3)
Gateway Center Three 89,640 9.61%
100 Mulberry Street, 9th Floor
Newark, NJ 07102-7503
Deltec Asset Management Corporation (4)
535 Madison Ave. 233,132 25.00%
New York, NY 10022
Franklin Mutual Advisors, Inc. (5)
51 John F. Kennedy Parkway 56,662 6.08%
Short Hills, NJ 07078
Salomon Smith Barney Inc. (6)
388 Greenwich Street 102,250 10.97%
New York, New York 10013
DIRECTORS AND EXECUTIVE OFFICERS (1):
7,227 (2)(7) 0.78%
Elbert T. Hudson
21,289 (8) 2.28%
Paul C. Hudson
11,310 (9) 1.21%
Kellogg Chan
4,262 (10) 0.46%
Willis K. Duffy
11,203 (2)(10) 1.20%
Rosa M. Hill
6,269 (9) 0.67%
A. Odell Maddox
Lyle A. Marshall 4,262 (2)(10) 0.46%
Larkin Teasley 7,082 (10) 0.76%
Daniel A. Medina 1,084 (9) 0.12%
Bob Adkins 6,514 (11)(12) 0.70%
</TABLE>
16
<PAGE>
<TABLE>
<S> <C> <C>
All directors and executive officers as a group (10 80,502 8.63%
persons)
</TABLE>
- ----------------------------------------------
(1) The address for each of the directors and executive officers and the
Broadway Federal Bank Employee Stock Ownership Plan is 4800 Wilshire
Boulevard, Los Angeles, California 90010.
(2) Held jointly with spouse with whom voting and investment power is
shared.
(3) Information is derived from a Schedule 13G/A filed with the Securities and
Exchange Commission by First Financial Fund, Inc., a Maryland corporation,
on February 15, 2000 and form Schedule 13G filed with the Securities and
Exchange Commission by Wellington Management Company, LLP, a Massachusetts
limited liability partnership ("WMC"), on February 9, 2000. WMC, in its
capacity as investment advisor, may be deemed the beneficial owner of
shares of Common Stock owned by its clients, including 89,640 shares,
representing 9.61% of the outstanding Common Stock as of March 31, 2000,
owned by First Financial Fund, Inc.
(4) All such shares of Common Stock are held by Deltec Asset Management
Corporation, a New York corporation ("Deltec"), for the account of its
brokerage or investment advisory clients over whose accounts Deltec
exercises discretionary authority as to voting, disposition and other
matters. The information regarding Deltec is derived from their Schedule
13D and Form 3 filing with the Securities and Exchange Commission on May
23, 1997 and from their Form 4 filed with the Securities and Exchange
Commission on January 6, 1998. The number of shares have been adjusted for
the 8% stock dividend paid to all shareholders in August 1998.
(5) Information derived from Schedule 13G filed with the Securities and
Exchange Commission by Franklin Mutual Advisors, Inc.("FMAI"), a Delaware
corporation, on January 29, 1999. FMAI is a direct subsidiary of Franklin
Resources, Inc. ("FRI"), its parent holding company. The 56,662 shares of
Common Stock of the Company are beneficially owned by one or more open-end
investment companies or other managed accounts which, pursuant to advisory
contracts, are advised by FMAI. Such advisory contracts grant to FMAI all
investment and voting power over the securities owned by such advisor's
clients. Therefore, FMAI may be deemed to be the beneficial owner of the
securities, for purposes of Rule 13d-3 under the Securities Exchange Act of
1934. The voting and investment powers held by FMAI are exercised
independently from FRI and from all other investment advisor subsidiaries
of FRI. Charles B. Johnson and Rupert H. Johnson, Jr. (the "Principal
Shareholders") each own in excess of 10% of the outstanding Common Stock of
FRI and are the principal shareholders of FRI.
(6) Information derived from Schedule 13G filed with the Securities and
Exchange Commission by Solomon Smith Barney, Inc. ("SSB"), a New York
corporation, Solomon Brothers Holding Company, Inc. ("SBHC"), a Delaware
corporation, Solomon Smith Barney Holdings, Inc. ("SSB Holdings"), a New
York corporation, and Citigroup, Inc. ("Citigroup"), a Delaware
corporation, on February 12, 2000. SBHC is the sole stockholder of SSB; SSB
Holdings is the sole stockholder of SBHC; and Citigroup is the sole
stockholder of SSB Holdings. SSB Holdings and Citigroup disclaims
beneficial ownership of the securities referred to in the Schedule 13G.
(7) Includes 643 vested and currently exercisable shares under the
Performance Equity Program For Officers and Employees (the "PEP"); 942
allocated shares under the Broadway Federal Savings and Loan Association
Employee Stock Ownership Plan (the "ESOP"); and 2,481 shares subject to
options granted under the Long Term Incentive Plan (the "LTIP"), which
options are all currently exercisable.
(8) Includes 910 vested and currently exercisable shares under the PEP; 3,480
allocated shares under the ESOP; and 8,927 shares subject to options
granted under the LTIP, which options are all currently exercisable.
(9) Includes 221 vested and currently exercisable shares under the
Recognition and Retention Plan for Outside Directors (the "RRP"); and 648
shares subject to options granted under the 1996 Stock Option Plan For
Outside Directors (the "Stock Option Plan").
(10) Includes 322 vested and currently exercisable shares under the RRP; and
1,240 shares subject to options granted under the Stock Option Plan.
(11) Includes 607 vested and currently exercisable shares under the PEP; 2,121
allocated shares under the ESOP; and 3,571 shares subject to options
granted under the LTIP, which options are all currently exercisable.
(12) 61 shares are held jointly with spouse with whom voting and investment
power is shared.
17
<PAGE>
EXECUTIVE COMPENSATION, BENEFITS AND RELATED MATTERS
The following table sets forth the annual and long-term compensation for the
Company's President/Chief Executive Officer, the Chief Financial
Officer/Secretary and the Chief Savings Officer, as well as the total
compensation paid to each, during the Company's last three fiscal years:
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM COMPENSATION
-------------------------------------
ANNUAL COMPENSATION AWARDS PAYOUTS
----------------------------------- ------------------------- ----------
RESTRICTED SECURITIES
NAME AND OTHER ANNUAL STOCK UNDERLYING ALL OTHER
PRINCIPAL SALARY BONUS COMPENSATION AWARDS OPTIONS/ LTIP COMPENSATION
POSITION YEAR ($) ($) ($) ($) SARS (#) PAYOUTS ($)
- ------------------ ------ -------- ------- -------------- ----------- ------------ ---------- ---------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Paul C. Hudson 1999 138,059 - - - - 10,010 4,142 (b)
President/CEO (a) 924 (c)
1998 134,135 16,843 - - - 4,647 (b)
5,007 924 (c)
1997 125,110 - - - 22,317 3,619 (b)
- 798 (c)
Bob Adkins 1999 114,760 - - - - 6,677 (a) 3,024 (b)
CFO 924 (c)
1998 105,664 8,900 - - - 3,337 3,211 (b)
879 (c)
1997 102,770 - - - 8,927 - 2,924 (b)
885 (c)
</TABLE>
(a) The stock awards represent base grants awarded pursuant to the Performance
Equity Program For Officers and Employees (the "PEP"). Under the PEP base
grants vest in equal installments over a 5 year period commencing one year
from the date of grant, which was September 17, 1997 for the named
executives. The restricted stock awards are calculated by multiplying the
closing market price of the Company's stock on the grant date ($11.00 per
share) by the number of shares that vested through December 31, 1999. At
December 31, 1999, the total remaining shares that have not yet vested for
Paul C. Hudson and Bob Adkins were 1,366, and 910, respectively. The value
of those shares for Paul C. Hudson and Bob Adkins, based upon the market
price of the shares at December 31, 1999 ($4.81 per share) was $6,570, and
$4,377, respectively.
(b) Reflects amounts contributed by the Company to the 401(k) Plan on
behalf of each individual. The amounts contributed by the Company each year
represent 100% of each employee's contribution up to 3% of each
individual's salary.
(c) Reflects the dollar value of group term life insurance paid by the Bank
during the periods covered.
18
<PAGE>
The following table summarizes options exercised during 1999 and the value of
unexercised options held by the named executives at fiscal year-end.
AGGREGATED OPTION/SAR EXERCISES IN LAST
FISCAL YEAR AND FY-END OPTION/SAR VALUES
<TABLE>
<CAPTION>
SHARES NUMBER OF SECURITIES VALUE OF UNEXERCISED
ACQUIRED UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS/
ON VALUE OPTIONS/SARS AT FISCAL SARSAT FISCAL YEAR-END
EXERCISE REALIZED YEAR-END(#) EXERCISABLE ($) EXERCISABLE (E)/
NAME (#) ($) (E)/UNEXERCISABLE (U) UNEXERCISABLE (U)
- --------------------------- ---------- ---------- ----------------------- -----------------------
<S> <C> <C> <C> <C>
Paul C. Hudson - - 13,390 (U) - (U)
8,927 (E) - (E)
Bob Adkins - -
5,356 (U) - (U)
3,571 (E) - (E)
</TABLE>
DIRECTORS COMPENSATION
No remuneration was paid to the directors by the Company in 1999. Currently, the
Chairman of the Board of Broadway Federal receives a monthly retainer fee of
$2,800, and all other directors of Broadway Federal, other than the President,
receive a monthly retainer fee of $1,000 each. A fee of $200 is paid to each
director of Broadway Federal, other than the Chairman of the Board and the
President, for special Board meetings. Committee meeting fees of $150 per
meeting are also paid to directors of Broadway Federal, other than the Chairman
of the Board and the President.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Company's current loan policy provides that all loans made by the Company or
its subsidiaries to its directors and executive officers are made on
substantially the same terms, including interest rates and collateral, as those
prevailing at the time for comparable transactions with other persons and do not
involve more than the normal risk of collectibility or present other unfavorable
features.
On September 30, 1999, the Company made a $550,000 loan to Maddox & Stabler LLC.
Mr. A. Odell Maddox is a director of the Company and the Bank. The loan is
secured by a 24-unit multi-family property located in Los Angeles, California.
The terms of the 30-year loan include an initial interest rate of 8% fixed for
the first five years. Thereafter the rate will be 2.90% over the one-year
Treasury Bill rate. Since inception, payments on the loan have been made as
agreed. As of April 20, 2000, the outstanding balance of the loan was $547,633.
19
<PAGE>
SEVERANCE AGREEMENTS
The Company and Broadway Federal have entered into severance agreements with
Messrs. Paul C. Hudson, Bob Adkins and Eric V. Johnson, having terms of 24
months for Mr. Hudson and 18 months for Mssrs. Adkins and Johnson. Commencing on
the first anniversary date of such agreements and continuing on each anniversary
date thereafter, the severance agreements may be extended by the respective
Board of Directors of the Company and Broadway Federal for additional
twelve-month periods. Each severance agreement provides that at any time
following a change in control of the Company or Broadway Federal, as applicable,
if the Company or Broadway Federal, as the case may be, terminates the
employee's employment for any reason other than for cause, or if the employee
terminates his or her employment, the employee or, in the event of death, the
employee's beneficiary, would be entitled to receive a payment equal to up to
two years of the employee's then current annual salary (twenty-four months for
Paul C. Hudson and eighteen months for Bob Adkins and Eric V. Johnson), any
bonuses and any other compensation paid or to be paid to the employee in any
such year, the amount of benefits paid or accrued to the employee pursuant to
any employee benefit plan maintained by Broadway Federal or the Company in any
such year and the amount of any contributions made or to be made on behalf of
the employee to any benefit plan maintained by Broadway Federal or the Company
in any such year. The Company or Broadway Federal would also continue the
employee's life, medical, dental and disability coverage for the remaining
unexpired term of his agreement to the extent allowed by the plans or policies
maintained by the Company or Broadway Federal from time to time. Payments to the
employee under Broadway Federal's severance agreements will be guaranteed by the
Company in the event that payments or benefits are not paid by Broadway Federal.
In the event of a change in control of the Company and Broadway Federal, as
applicable, the total payments due under the severance agreements in the
aggregate, based solely on the cash compensation paid to the three officers
covered by the severance agreements for the last fiscal year and excluding any
benefits under any employee benefit plan that may be payable, are estimated to
be up to approximately $605,000.
APPOINTMENT OF INDEPENDENT AUDITORS
The Board of Directors has selected KPMG LLP ("KPMG") as the Company's
independent auditors for the fiscal year ending December 31, 2000. It is
anticipated that representatives of KPMG LLP will be present at the Annual
Meeting. KPMG will be given an opportunity to make a statement, if they desire
to do so, and will be available to respond to any appropriate inquires of the
stockholders. KPMG performed the independent audit for the fiscal year ending
December 31, 1999.
After evaluating proposals received, the Company changed its independent
auditors from Ernst & Young LLP ("Ernst & Young") to KPMG based upon the
recommendation of the Company's Audit Committee. KPMG performed the independent
audit for the fiscal year ending December 31, 1998. Ernst & Young's audit report
on the consolidated financial statements of the Company as of and for the years
ended December 1996 and 1997 did not contain any adverse opinion or disclaimer
of opinion and was not qualified or modified as to uncertainty, audit scope or
accounting principles.
20
<PAGE>
In connection with the audits of the two fiscal years ended December 31, 1996
and 1997, there were no disagreements with Ernst & Young on any matter of
accounting principles or practices, financial statement disclosure, or auditing
scope or procedures.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE TO RATIFY THE
APPOINTMENT OF KPMG LLP AS THE COMPANY'S INDEPENDENT AUDITORS.
21
<PAGE>
COMPENSATION/BENEFITS COMMITTEE
REPORT ON EXECUTIVE COMPENSATION
The Company's Compensation/Benefits Committee is composed entirely of
independent outside members of the Company's Board of Directors. The Committee
reviews and approves each of the elements of the executive compensation program
of the Company (including its subsidiaries) and continually assesses the
effectiveness and competitiveness of the program. In addition, the Committee
administers the key provisions of the executive compensation program and reviews
with the Board of Directors all major aspects of compensation for the Company's
chief executive officer. The Committee's review of the executive compensation
program includes analyzing compensation programs, pay levels, and business
results compared to a peer group of competitor financial institutions of
comparable asset size.
COMPENSATION PHILOSOPHY
The goals of the executive compensation program are to support a
performance-oriented environment, to reinforce the Company's performance and
business plans, and to enable the Company to attract and retain the executive
talent it needs to maximize its return to stockholders.
The philosophy of the Company is to provide compensation programs designed to
reward achievement of the Company's annual and long-term strategic goals, to
provide compensation opportunities that are competitive with the peer group of
competitor financial institutions, and to offer appropriate stock ownership
opportunities.
ELEMENTS OF THE EXECUTIVE COMPENSATION PROGRAM
BASE SALARIES. The objectives of the base salary program are to offer base
salaries within a salary grade which establishes the value of the position
relative to other positions in the organization and to provide base salary
increases that reward all officers for the ongoing performance of the duties of
their positions and that are consistent with the Company's overall financial
performance. The base salary compensation for executive officers is established
after considering objective criteria which include the review and evaluation of
surveys of compensation paid to the executives of similarly sized financial
institutions.
INCENTIVE COMPENSATION PLAN. The Incentive Compensation Plan (the "Plan") is
intended to provide all employees with the opportunity for incentive
compensation based upon corporate profitability and individual performance. The
Plan has been designed so that 50% of the incentive award results from corporate
returns and 50% derives from individual performance. For the Plan to be
activated, current profits must be sufficient to cover any payments under the
Plan. The Plan establishes various levels of return on assets ("ROA") up to a
maximum ROA of 120% of annual budgeted ROA. The level of ROA attained determines
the incentive awards to be paid. The Plan has been integrated with the Bank's
strategic plan. Thus, the target ROA is consistent with management's ROA goal
for the year. Half of an employee's total incentive compensation is based on the
Bank's ROA. The balance
22
<PAGE>
derives from one of two factors, depending upon job title and grade level.
Management positions are evaluated based upon achievement of department goals
and objectives, while-non-exempt employees are rewarded based upon semi-annual
performance reviews by their supervisor.
CEO COMPENSATION. Paul Hudson's base salary is intended to be competitive with
base salaries paid other chief executive officers of institutions of similar
size and scope of operations. His base salary is reviewed annually by the
Compensation/Benefits Committee. In addition, the Committee establishes
criteria, based on performance targets, for the CEO incentive compensation
award. Incentive awards and increases in base salary must be recommended by the
Committee and approved by the Board.
Dr. Willis K. Duffy
Mr. Larkin Teasley
Mr. Daniel A. Medina
23
<PAGE>
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
executive officers and directors, and persons who own more than ten percent of a
registered class of the Company's equity securities, to file reports (Forms 3, 4
and 5) of stock ownership and changes in ownership with the Securities and
Exchange Commission. Officers, directors and beneficial owners of more than ten
percent of the Company's stock are required by Securities and Exchange
Commission regulations to furnish the Company with copies of all such forms that
they file.
Based solely on the Company's review of the copies of Forms 3, 4 and 5 and the
amendments thereto received by it for the year ended December 31, 1999, or
written representations from certain reporting persons that no Form 5's were
required to be filed by those persons, the Company believes that during the
period ended December 31, 1999, except for the directors listed below, all
filing requirements were complied with by its executive officers, directors and
beneficial owners of more than ten percent of the Company's stock. Director's
Paul C. Hudson and Larkin Teasley each had one late Form 4 filing.
DATE FOR RECEIPT OF STOCKHOLDER PROPOSALS
FOR PRESENTATION AT THE ANNUAL MEETING
Any stockholder of the Company wishing to have a proposal considered for
inclusion in the Company's year 2001 proxy solicitation materials must set forth
such proposal in writing and file it with the Secretary of the Company on or
before January 25, 2001. The Board of Directors will review any stockholder
proposals which are filed as required and will determine whether such proposals
meet applicable criteria for inclusion in its proxy solicitation materials and
for consideration at the Annual Meeting. Any stockholder may make any other
proposal at the year 2001 Annual Meeting and the same may be discussed and
considered, but unless stated in writing and filed with the Secretary of the
Company on or before May 25, 2001, such proposal may only be voted upon at a
meeting held at least 30 days after the Annual Meeting at which it is presented.
Under the Company's Bylaws, stockholder nominations for election of directors
may only be made pursuant to timely notice in writing to the Secretary of the
Company not less than 60 days nor more than 90 days prior to the anniversary
date of the previous year's Meeting (between March 23, 2001 and April 22, 2001)
to be considered at the Annual Meeting in year 2001. Such notice must state the
nominee's name, age and addresses (business and residence), the nominee's
principal occupation or employment, and the class and number of shares of Common
Stock beneficially owned by the nominee on the date of the notice. The required
notice must also disclose certain information relating to the nominee which
would be required to be disclosed in a proxy statement and in certain other
filings under federal securities laws.
24
<PAGE>
ANNUAL REPORT AND FORM 10K
The 1999 Annual Report to Stockholders containing the consolidated financial
statements of the Company for the year ended December 31, 1999 accompanies this
proxy statement.
STOCKHOLDERS MAY OBTAIN, WITHOUT CHARGE, A COPY OF THE COMPANY'S ANNUAL REPORT
ON FORM 10-K FOR THE FISCAL YEAR ENDED DECEMBER 31, 1999 AS FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION, WITHOUT ACCOMPANYING EXHIBITS, BY WRITING TO
BEVERLY A. DYCK, INVESTOR RELATIONS REPRESENTATIVE, BROADWAY FINANCIAL
CORPORATION, 4800 WILSHIRE BOULEVARD, LOS ANGELES, CALIFORNIA 90010. A LIST OF
EXHIBITS IS INCLUDED IN THE FORM 10-K, AND EXHIBITS ARE AVAILABLE FROM THE
COMPANY UPON PAYMENT TO THE COMPANY OF THE COST OF FURNISHING THEM.
PLEASE MARK, SIGN, DATE, AND RETURN THE ACCOMPANYING PROXY CARD IN THE
ENCLOSED-POSTAGE-PAID ENVELOPE AT YOUR EARLIEST CONVENIENCE, WHETHER OR NOT YOU
CURRENTLY PLAN TO ATTEND THE ANNUAL MEETING.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Beverly A. Dyck
Beverly A. Dyck
Secretary
25
<PAGE>
BROADWAY FINANCIAL CORPORATION
ANNUAL MEETING OF STOCKHOLDERS TO BE HELD JUNE 21, 2000
The undersigned hereby appoints Paul C. Hudson and Bob Adkins, or any of them,
each with full power of substitution, as the lawful proxies of the undersigned,
and hereby authorizes each of them to represent and to vote as designated below
all shares of the Common Stock of Broadway Financial Corporation (the "Company")
which the undersigned would be entitled to vote if personally present at the
Annual Meeting of Stockholders of the Company to be held on June 21, 2000, or
any adjournment thereof.
PLEASE MARK YOUR CHOICE LIKE THIS /X/ IN DARK INK AND SIGN AND DATE ON THE
REVERSE SIDE MARK ONLY ONE BOX FOR EACH ITEM.
1. ELECTION OF THREE DIRECTORS TO SERVE UNTIL THE ANNUAL MEETING TO BE HELD IN
2003.
PAUL C. HUDSON / / FOR / / WITHHOLD
KELLOGG CHAN / / FOR / / WITHHOLD
LARKIN TEASLEY / / FOR / / WITHHOLD
2. RATIFY THE APPOINTMENT OF KPMG LLP AS THE COMPANY'S INDEPENDENT AUDITING
FIRM FOR 2000.
/ / FOR / / AGAINST / / ABSTAIN
3. IN THE DISCRETION OF THE PROXY HOLDER(S) ON SUCH OTHER
BUSINESS AS MAY PROPERLY COME BEFORE THE ANNUAL MEETING OR ANY
ADJOURNMENT THEREOF.
/ / FOR / / AGAINST / / ABSTAIN
IMPORTANT-PLEASE SIGN AND DATE ON REVERSE SIDE AND RETURN PROMPTLY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF THE COMPANY.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED STOCKHOLDER(S). IF NO DIRECTION IS GIVEN, THIS PROXY WILL BE
VOTED FOR THE ELECTION OF THE DIRECTORS LISTED IN ITEM 1 AND IN THE DISCRETION
OF THE PROXY HOLDER(S) ON MATTERS DESCRIBED IN ITEM 3.
When signing as attorney, executor, administrator, trustee, or guardian, please
sign full title as such. If a corporation, please sign in full corporate name by
President or other authorized officer. If a partnership, please sign in
partnership name by authorized person.
Whether or not you plan to attend the Annual Meeting, you are urged to SIGN AND
RETURN this proxy promptly. You may revoke this proxy at any time prior to its
use.
Dated:______________, 2000
-------------------------------
(Signature of Stockholder)
Please sign your name EXACTLY as it appears
hereon, date and return this proxy in the reply
envelope provided. IF YOU RECEIVE MORE THAN ONE
PROXY CARD, PLEASE SIGN AND RETURN ALL PROXY
CARDS RECEIVED.
Please Do Not Fold This Card
