<PAGE> 1
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
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
/X/ Definitive Proxy Statement Rule 14a-6(e)(2))
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
Mark Twain Bancshares, Inc.
---------------------------------------------------------
(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/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2)
or Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) 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:
------------------------------------------------------------------------
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> 2
MARK TWAIN BANKS
MEMBERS FDIC
MARK TWAIN BANCSHARES, INC.
8820 Ladue Road
St. Louis, Missouri 63124
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
APRIL 23, 1996
TO THE SHAREHOLDERS OF
MARK TWAIN BANCSHARES, INC.:
We are pleased to notify you that the Annual Meeting of the Shareholders of
Mark Twain Bancshares, Inc., a Missouri corporation (``Bancshares''), will be
held at the Omnimax Theatre in the St. Louis Science Center, 5050 Oakland
Avenue, St. Louis, Missouri, on Tuesday, April 23, 1996 at 4:00 P.M. of the
standard of time then prevailing, for the following purposes:
1. To elect four (4) directors for a three-year term expiring in 1999.
2. To transact such other business as may properly come before the meeting
or any adjournment thereof.
The record date for determining shareholders entitled to notice of and to
vote at the meeting is the close of business of March 6, 1996.
Copies of Bancshares' Annual Report for 1995 have been mailed to you prior
to or simultaneously herewith.
By order of the Board of Directors
CARL A. WATTENBERG, JR.
Corporate Secretary
March 18, 1996
PLEASE DATE AND SIGN THE ACCOMPANYING PROXY AND RETURN
IT PROMPTLY IN THE ENCLOSED BUSINESS REPLY ENVELOPE.
<PAGE> 3
MARK TWAIN BANCSHARES, INC.
PROXY STATEMENT
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of Mark Twain Bancshares, Inc.
(``Bancshares''), for use at the Annual Meeting of Shareholders of Bancshares to
be held on April 23, 1996 and at any adjournment thereof, for the purposes set
forth in the accompanying Notice of Annual Meeting of Shareholders. If the
enclosed proxy card is executed and returned, it may nevertheless be revoked at
any time insofar as it has not been exercised.
A copy of Bancshares' Annual Report containing financial statements for the
year ended December 31, 1995 has been mailed to each shareholder of record as of
the close of business on March 6, 1996.
PROXY SOLICITATION
Proxies will be solicited by mail. They may also be solicited by officers
and regular employees of Bancshares and its subsidiaries including the
``Subsidiary Banks,'' being Mark Twain Kansas City Bank, Mark Twain Bank, and
Mark Twain Illinois Bank, personally by telephone or telegraph. The cost of
soliciting proxies will be borne by Bancshares.
RECORD DATE, VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
All holders of record on the record date of shares of the Common Stock,
$1.25 par value (``Common Stock'') of Bancshares are entitled to vote at the
meeting. Each share entitles the holder to one vote on each matter to be
considered at the meeting other than the election of directors. Cumulative
voting for directors is required by the By-Laws of Bancshares; consequently,
each shareholder is entitled to cast as many votes in the aggregate as shall
equal the number of shares of Common Stock held by such shareholder, multiplied
by the number of directors to be elected, and each shareholder may cast the
whole number of such shareholder's votes for one candidate or distribute them
among two or more candidates. The four nominees who receive the highest number
of votes will be elected directors. Except when otherwise indicated for a
specific proposal, the affirmative vote of a majority of the shares of Common
Stock that are entitled to vote and represented in person or by proxy at the
annual meeting is required for approval. Proxies for shares marked ``abstain''
will be considered represented at the meeting, but not voted, for these
purposes. Shares registered in the names of brokers or other ``street name''
agents for which proxies are voted on some but not all matters will be
considered represented at the meeting but voted only as to those matters
actually marked on the proxy card.
THE BOARD OF DIRECTORS IS SOLICITING DISCRETIONARY AUTHORITY PERMITTING THE
PROXIES NAMED ON THE ENCLOSED FORM OF PROXY TO CUMULATE THE VOTES WHICH THEY
HAVE BEEN AUTHORIZED TO CAST AND TO DISTRIBUTE SUCH VOTES AMONG THE NOMINEES IN
SUCH AMOUNTS AS THE PROXIES SHALL DETERMINE.
2
<PAGE> 4
The record date fixed by the Board of Directors for determining shareholders
entitled to vote at the meeting is the close of business on March 6, 1996. There
were 16,159,476 shares of Common Stock outstanding and entitled to vote at the
close of business on the record date.
The only person who is known to Bancshares to be the beneficial owner of
more than 5% of its voting securities is Alvin Siteman, who beneficially owns
2,281,077 shares (14.0%) of Common Stock. This amount includes currently
exercisable stock options to acquire 31,560 shares of Common Stock. Mr. Siteman
is Chairman of the Board of Bancshares and can be contacted through Bancshares.
PROPOSAL 1
ELECTION OF DIRECTORS
As permitted by Bancshares' Articles of Incorporation and By-Laws and The
General and Business Corporation Law of Missouri, there are presently eleven
members serving on the Board of Directors, divided into three groups, each group
to be as equal in number as may be and to be elected for a three-year term. At
this election, four directors will be elected for a term expiring in 1999.
Under Bancshares' By-Laws, vacancies in the Board of Directors which may
occur during the year may be filled by a majority of the Directors then in
office although less than a quorum. So long as the Directors are divided into
groups, any Director chosen to fill a vacancy shall be of the same group as the
Director he or she succeeded and shall hold office until the next election of
Directors by the shareholders of Bancshares and until his or her successor is
duly elected and qualified.
Proxies will be voted for the election of all of the nominees of the Board
of Directors listed below unless such authority is withheld as to all or as to
any specific nominees. Should any nominee become unavailable, for any reason,
before the election (which is not anticipated), the proxy will be voted for
substitute person(s) to be selected by the Board of Directors of Bancshares
unless authority to vote for all of the nominees is withheld.
INFORMATION AS TO NOMINEES FOR ELECTION AS DIRECTORS
Members of the Executive Committee of the Board of Directors are Michael M.
McCarthy, John Dubinsky, Robert J. Baudendistel, and Alvin Siteman, any member
of which may be contacted at the address of Bancshares. Members of the
Compensation, Benefits and Stock Option Committee are B.D. Hunter, Chairman,
Michael M. McCarthy, and Robert J. Baudendistel. Members of the Audit Committee
are Jack Deutsch, Chairman, Robert A. Bernstein, James J. Murphy, Jr., and
Robert J. Baudendistel.
The Board of Directors has nominated four persons, each of whom is currently
a director, for election for a three-year term expiring in 1999. These director
nominees are Robert J. Baudendistel, Peter F. Benoist, Jack Deutsch, and Alvin
Siteman.
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<PAGE> 5
The following table shows each director's principal occupation for at least
the last five years, his present position with Bancshares, the year in which the
director was first elected or appointed a director, the director's age and
directorships with other companies whose securities are registered pursuant to
the Exchange Act with the Securities and Exchange Commission.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR THE ELECTION OF
EACH OF THE NOMINEES NAMED.
<TABLE>
GROUP I
TERM EXPIRING IN 1997
<CAPTION>
OFFICES HELD, PRINCIPAL OCCUPATION, ORGANIZATION AND PRINCIPAL
BUSINESS OF ORGANIZATION IN WHICH PRINCIPAL OCCUPATION YEAR FIRST
NAME OF DIRECTOR CARRIED ON (IF NOT BANKING) DURING PAST FIVE YEARS AND AGE BECAME A DIRECTOR
---------------- -------------------------------------------------------------- -----------------
<S> <C> <C>
Robert C. Butler.............. Executive Vice President of Bancshares since 1982, Senior 1973
Vice President since 1974 and Vice President since 1970;
Chairman of the Board, Mark Twain South County Bank
1973-1978; President, Mark Twain State Bank 1970-1974;
President, Mark Twain National Bank 1976-1979. Age: 62
Henry J. Givens, Jr., Ph.D.... President, Harris-Stowe State College since 1979; Di- 1992
rector, Laclede Gas Company; Director, Mark Twain Bank St.
Louis, a division of Mark Twain Bank; Director, Arts and
Education Council; Director, American Red Cross, St. Louis
Bi-State Chapter; Director, National Conference of
Christians and Jews; Director, Urban League of
Metropolitan St. Louis; Director, Blue Cross/Blue Shield
of Missouri; Director, St. Louis Symphony Orchestra. Age:
63<F1>
Michael M. McCarthy........... Chairman of the Board and Chief Executive Officer since 1981
1977, McCarthy Building Companies, a group of construction
and building design consulting companies; Chairman and
Chief Executive Officer since 1976, McCarthy Brothers
Company, a building construction company; Director of
Huntco Inc.; Advisory Director, Rossman School; Advisory
Director, St. Louis Science Center. Age: 57<F2>
James J. Murphy, Jr........... President and Chief Executive Officer, Murphy Company 1992
Mechanical Contractors and Engineers; Director, Mark Twain
Bank; Director, Mechanical Contractors Association of
America; Chair, Board of Trustees, Maryville University;
Director, PRIDE; Director, St. Louis Priory. Age: 52
4
<PAGE> 6
<CAPTION>
GROUP II
TERM EXPIRING IN 1998
OFFICES HELD, PRINCIPAL OCCUPATION, ORGANIZATION AND PRINCIPAL
BUSINESS OF ORGANIZATION IN WHICH PRINCIPAL OCCUPATION YEAR FIRST
NAME OF DIRECTOR CARRIED ON (IF NOT BANKING) DURING PAST FIVE YEARS AND AGE BECAME A DIRECTOR
---------------- -------------------------------------------------------------- -----------------
<S> <C> <C>
Robert A. Bernstein........... Director, President, and Chief Executive Officer, 1994
Bernstein-Rein Advertising, Inc., an advertising agency;
Director, Mark Twain Kansas City Bank; Steering Committee
Member, COMBAT (Community Backed Anti-Drug Tax) Community
Action Coalition in Jackson County, Missouri; Director,
Kansas City Art Institute; President of the Board,
Starlight Theatre Association; Board of Governors, Jewish
Community Center. Age: 57
John Dubinsky................. President and Chief Executive Officer of Bancshares since 1973
1986, President since 1975; Member of Executive Committee,
Washington University Medical Center; Director,
Barnes-Jewish Hospital; Co-Chairman, Barnes-Jewish
Hospital Foundation; Director and Member of Executive
Committee, Arts & Education Council of Greater St. Louis;
Trustee, St. Louis Science Center; Director, BJC Health
System, Inc.; National Trustee, National Symphony
Orchestra, Washington D.C.; Director and Vice Chairman,
Regional Housing Alliance; Director, Mark Twain Bank;
Director, Mark Twain Kansas City Bank. Age: 52
B.D. Hunter................... Chairman and Chief Executive Officer of Huntco Inc., which 1981
owns and operates Steel Processing Centers. Director,
Service Corporation International; Director, Cash America
International, Inc.; Director, Celebrity, Inc.; Trustee,
Lone Star Flight Museum. Age: 66<F3>
5
<PAGE> 7
<CAPTION>
GROUP III
TO BE ELECTED FOR A THREE-YEAR
TERM EXPIRING IN 1999
OFFICES HELD, PRINCIPAL OCCUPATION, ORGANIZATION AND PRINCIPAL
BUSINESS OF ORGANIZATION IN WHICH PRINCIPAL OCCUPATION YEAR FIRST
NAME OF DIRECTOR CARRIED ON (IF NOT BANKING) DURING PAST FIVE YEARS AND AGE BECAME A DIRECTOR
---------------- -------------------------------------------------------------- ------------------
<S> <C> <C>
Robert J. Baudendistel........ Vice Chairman of Bancshares since 1979; Partner, Fox 1967
Associates, a theatrical production company; consultant
and investor; former Chairman, St. Anthony's Hospital.
Age: 63
Peter F. Benoist.............. Executive Vice President of Mark Twain Bancshares, Inc. 1991
since 1984; Chairman of Mark Twain Bank since 1989, and
Chairman of Mark Twain Kansas City Bank since 1992;
President of Mark Twain Bank from 1986 until 1989;
Director, President and Executive Committee, Ecumenical
Housing Production Corp.; Director and Vice Chairman, St.
Louis Priory; Trustee, Maryville University; Director, St.
Louis Equity Fund. Age: 48
Jack Deutsch.................. President of Standard Machine and Manufacturing Company 1990
since 1991, prior thereto Executive Vice President since
1980, a manufacturer of refrigeration and industrial
valves; Executive Vice President of Dema Engineering
Company since 1982, manufacturer of automatic and
hydraulic dispensing devices; Director, Vice President,
and Treasurer, Jewish Federation of St. Louis. Age: 57
Alvin Siteman................. Chairman of the Board of Bancshares since 1986; Vice 1972
Chairman of Bancshares 1979-1986; President and Director,
Flash Oil Corporation, a petroleum product distributor;
President and Director, The Siteman Organization, Inc., a
real estate development and management company; Director
and President, Site Oil Company of Missouri; Commissioner,
St. Louis Art Museum; Director, Barnes-Jewish Hospital;
Director, Insituform Technologies, Inc. Age 68<F4>
<FN>
- -------
<F1> Dr. Givens is a Director of Laclede Gas Company, the securities of which
are registered pursuant to the Exchange Act.
<F2> Mr. McCarthy is a Director of Huntco, Inc., the securities of which are
registered pursuant to the Exchange Act.
<F3> Mr. Hunter is Chairman and Chief Executive Officer of Huntco, Inc., a
Director (and formerly Vice Chairman) of Service Corporation International,
and a Director of Cash America Investment, Inc., and Celebrity, Inc., the
securities of each of which are registered pursuant to the Exchange Act.
<F4> Mr. Siteman is a Director of Insituform Technologies, Inc., the securities
of which are registered pursuant to the Exchange Act.
</TABLE>
6
<PAGE> 8
BOARD OF DIRECTORS MEETINGS, COMMITTEES, AND COMPENSATION
Meetings. During 1995, the Board of Directors met eight times. The Board of
Directors has an Executive Committee; Compensation, Benefits and Stock Option
Committee; and Audit Committee, but in 1995 no standing nominating committee.
During 1995 the Compensation, Benefits and Stock Option Committee met two times
and the Audit Committee met four times. During 1995, no incumbent Director
attended fewer than 75% of the aggregate of the total number of meetings of the
Board of Directors and all committees of the Board on which he served during the
period that he served.
Compensation of Directors. Directors of Bancshares who were not employees
for 1995 generally received compensation for their services as directors based
upon an annual retainer fee of $8,000 plus $500 per Board of Directors meeting
attended. In addition to regularly scheduled meetings, a number of directors
were involved in numerous informal meetings with management, offering valuable
advice and suggestions on a broad range of corporate matters.
Information concerning certain standing committees of the Board of Directors
is set out below.
SECURITY OWNERSHIP OF MANAGEMENT
The following table sets forth information concerning the beneficial
ownership of Bancshares' Common Stock as of February 15, 1996, for (a) each
director and nominee for director; (b) each of the executive officers named in
the Summary Compensation Table not listed as a director; and (c) directors and
executive officers as a group. Except as otherwise noted, the individuals have
sole voting and investment power with respect to such securities. Included are
amounts of shares which may be acquired on February 15, 1996 or within 60 days
of February 15, 1996 pursuant to exercisable employee stock options or through
conversion of Bancshares 7% Convertible Notes due 1999 (``Notes'').
7
<PAGE> 9
<TABLE>
COMMON STOCK OWNERSHIP TABLE
<CAPTION>
AMOUNT AND NATURE PERCENT
NAME OF BENEFICIAL OWNERSHIP OF CLASS
---- ----------------------- --------
<S> <C> <C>
(a)
Robert J. Baudendistel................................. 52,500<F1> .3%
Peter F. Benoist....................................... 101,655<F2> .6%
Robert A. Bernstein.................................... 12,443 .1%
Robert C. Butler....................................... 89,568<F3> .6%
Jack Deutsch........................................... 147,507<F4> .9%
John Dubinsky.......................................... 260,363<F5> 1.6%
Henry J. Givens, Jr., Ph.D............................. 600 <F*>
B.D. Hunter............................................ 20,238<F6> .1%
Michael M. McCarthy.................................... 169,431<F7> 1.0%
James J. Murphy, Jr.................................... 19,397<F8> .1%
Alvin Siteman.......................................... 2,281,077<F9> 14.0%
(b)
W. Thomas Reeves....................................... 59,006<F10> .4%
Keith Miller........................................... 46,365<F11> .3%
Frederick Zimmer....................................... 54,246<F12> .3%
(c)
Directors and Executive Officers as a Group (20
persons)............................................... 3,469,760<F13> 21.1%
<FN>
- -------
<F*>less than .1%
<F1> Includes 7,500 shares held by a partnership affiliate of
Mr. Baudendistel.
<F2> Includes 37,250 shares subject to currently exercisable stock options.
<F3> Includes 10,750 shares subject to currently exercisable stock options.
<F4> Includes 85,642 shares held by Mr. Deutsch or his wife as Trustee or
Custodian for their children or other family members, and 4,500 shares
owned by a company of which Mr. Deutsch is a shareholder and President,
the beneficial ownership of all of which is disclaimed.
<F5> Includes 311 shares owned by Mr. Dubinsky or his wife as custodian for
their daughter, 4,549 shares held by testamentary trusts, and 30,000
shares held by two trusts of which Mr. Dubinsky is trustee, the
beneficial ownership of all of which is disclaimed. Also includes 3,146
shares available through conversion of Notes and 33,634 shares subject
to currently exercisable stock options.
<F6> Includes 8,488 shares held by an affiliate of Mr. Hunter.
<F7> Includes 3,006 shares held by two trusts of which Mr. McCarthy is
trustee, the beneficial ownership of which is disclaimed, and 146,499
shares held by an affiliate of Mr. McCarthy.
<F8> Includes 5,347 shares available through conversion of Notes. Also
includes 300 shares owned by the wife of Mr. Murphy, the beneficial
ownership of which is disclaimed.
8
<PAGE> 10
<F9> Includes 192,808 shares owned by the wife of Mr. Siteman individually or
by Mr. Siteman as trustee of trusts for four daughters, the beneficial
ownership of all of which is disclaimed, and 423,325 shares held by two
corporate affiliates of Mr. Siteman. Also includes 31,560 shares subject
to currently exercisable stock options.
<F10>Includes 45 shares held by Mr. Reeves as custodian for his children, the
beneficial ownership of which is disclaimed. Also includes 26,175 shares
subject to currently exercisable stock options.
<F11>Includes 17,175 shares subject to currently exercisable stock options.
<F12>Includes 15,320 shares subject to currently exercisable stock options.
<F13>Includes 216,476 shares subject to currently exercisable stock options
and 8,493 shares available through conversion of Notes.
</TABLE>
As required by the Securities and Exchange Commission rules under Section 16
of the Securities and Exchange Act of 1934, Bancshares believes, based upon
review and representations, that during 1995 all Securities and Exchange
Commission filing requirements applicable to executive officers and directors
have been complied with.
EXECUTIVE COMPENSATION
REPORT OF THE COMPENSATION, BENEFITS AND STOCK OPTION COMMITTEE
The Committee is composed of three independent non-employee directors. The
Committee is responsible for setting and administering senior executive officer
salaries, annual bonus, and incentive stock option grants; and, reviewing
employee benefit plans generally.
COMPENSATION POLICY
Bancshares' compensation programs are designed to link executives'
compensation to the performance of Bancshares and provide competitive
compensation for executives with regard to similar companies of similar
performance levels. The compensation program includes a blend of annual cash
compensation, including incentive awards, and equity-based incentives, all under
a policy that a substantial part of overall compensation for senior management
should be at risk, based on Bancshares' performance.
Bancshares' executive officer compensation, as with other members of senior
management, consists of two primary elements: (1) an annual component comprised
of base salary and annual incentive bonus and (2) a longer-term component
comprised of stock option incentives.
(1) ANNUAL COMPONENT: BASE SALARY AND ANNUAL BONUS
Base salaries for executive officers are initially determined by evaluating
the responsibilities of the position held and the experience of the individual,
and by reference to the competitive market place for executive talent, including
a comparison to base salaries for comparable positions at other companies.
Annual salary adjustments are determined by evaluating the performance of
Bancshares and of each executive officer, and also take into account new
responsibilities, if any. The Committee,
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<PAGE> 11
where appropriate, also considers non-financial performance measures. To assist
the Committee, each officer's performance is evaluated annually by his or her
immediate supervisor.
Bancshares' executive officers are eligible for annual cash bonuses under
Bancshares' bonus plan for certain key supervisor and management personnel.
Under such plan, the Committee establishes bonuses as a percentage of base
salary to be paid if and to the extent the annual projections and objectives for
net earnings are met or exceeded. The Committee believes that for a bonus
program to be effective, it must be easily understood so that managers clearly
understand what the rewards are and what they must do to earn them. The concept
underlying the bonus plan is to link a significant part of compensation to the
performance of Bancshares. Under the plan Bancshares must produce a
pre-established level of income before any performance awards are paid. The plan
is designed to challenge management to achieve levels of performance
significantly higher than the Company's peer group.
(2) LONG-TERM COMPONENT: STOCK OPTIONS
The Committee believes that significant equity interest in Bancshares held
by Bancshares' management aligns the interests of management with the interests
of shareholders. To align shareholders' and executive officers' interests,
Bancshares' long-term compensation plan uses stock option grants whose value is
related to the value of Bancshares' common shares. Grants of stock options are
made under Bancshares' stock option plans which are approved by the shareholders
and are described more fully in this Proxy Statement. Stock options are granted
annually to executive officers also in numbers based on their position in
management, their current level of responsibility, and their performance during
the prior year. Stock options provide incentive for the creation of shareholder
value over the long term since the full benefit of the compensation package
cannot be realized unless an appreciation in the price of Bancshares' common
shares occurs over a specified number of years. Long-term stock option
incentives are used to retain and reward senior management who have demonstrated
the ability over time to achieve superior results related to peer groups (and
consistent with the Bancshares' overall mission statement and strategic plan)
and who through their position of authority and responsibility demonstrate
success in enhancing shareholder value.
CONCLUSION
Through the programs described above, a significant portion of Bancshares'
executive compensation is linked to individual and corporate performance. The
Committee intends to continue the policy of linking executive compensation to
corporate performance while recognizing the desirability to retain superior
executives, the goal of achieving both long-term objectives as well as
short-term objectives, and recognizing that many external factors can affect
corporate performance which may result in imbalances, for a particular time
period.
CEO COMPENSATION
During 1995, Bancshares' most highly compensated executive officer was John
Dubinsky, President and Chief Executive Officer. Mr. Dubinsky's 1995 performance
was reviewed by the Committee which approved, on behalf of the Board of
Directors, the annual component of base
10
<PAGE> 12
salary and annual bonus and the long-term component of stock options. The
actions were based on the following considerations.
Bancshares reported record profits for the fifth consecutive year, as more
fully described in the 1995 Annual Report to Shareholders. Bancshares not only
achieved its performance goals for 1995, but surpassed the established
objectives by attaining an increase of 16.4% in consolidated net income and an
increase of 14.9% in fully diluted earnings per share over 1994. In 1995,
Bancshares' return on equity of 18.68% and return on assets of 1.72% were among
the best for similar banks in the country. Bancshares' strong profits in 1995,
as well as in past years, have in turn increased shareholder value
significantly. That value has been reflected in the market value of Bancshares'
stock, increasing during 1995 approximately 42.2% following a 10.1% increase in
1994. Total return to Bancshares' shareholders over the last five years has
averaged 40.42% on an annual compounded basis.
In addition to overall company performance the committee reviewed various
Peer Group Comparisons on Bank CEO Compensation prepared by SNL Securities L.P.
arranged by asset size, region, and performance levels of return on assets, all
of which review led the Committee to conclude that 1995 compensation levels, and
those approved for 1996, are within the middle percentile range for comparable
companies by size and performance.
The Committee also reviewed Mr. Dubinsky's performance as the leader of the
management team and took particular note of the management team's budgeting and
strategic planning, its leadership role in achieving diversity within the
company, its management development program, and its maintaining a consistent,
growing earnings stream, among others.
The Committee has concluded that Mr. Dubinsky's performance warrants the
compensation for 1995 as reflected in the Summary Compensation Table.
COMPENSATION, BENEFITS AND STOCK OPTION COMMITTEE
B.D. Hunter, Committee Chairman
Robert J. Baudendistel
Michael M. McCarthy
11
<PAGE> 13
<TABLE>
SUMMARY COMPENSATION TABLE
<CAPTION>
LONG-TERM
COMPENSATION
ANNUAL COMPENSATION AWARDS
------------------------------------------------- ------------
OTHER ALL OTHER
ANNUAL COMPEN-
NAME AND COMPEN- OPTIONS SATION
PRINCIPAL POSITION <F1> YEAR SALARY ($) BONUS ($) SATION <F2> (#)<F3> ($)<F4>
- ----------------------- ---- ---------- --------- ----------- ------- ---------
<S> <C> <C> <C> <C> <C> <C>
John Dubinsky 1995 410,285 207,836 0 27,500 3,750
President & Chief 1994 389,869 178,213 0 25,000 3,750
Executive Officer 1993 367,144 150,635 0 18,000 4,497
Alvin Siteman 1995 374,184 205,801 0 27,500 3,750
Chairman 1994 354,046 176,501 0 25,000 3,750
1993 331,076 148,984 0 18,000 4,497
Peter F. Benoist 1995 296,224 143,054 0 20,000 3,300
Executive Vice 1994 281,460 122,667 0 18,000 3,300
President 1993 266,617 103,722 0 15,000 3,212
W. Thomas Reeves 1995 219,655 110,239 0 13,200 3,750
Senior Vice 1994 209,457 94,596 0 12,000 3,750
President 1993 198,413 80,637 0 10,500 4,480
Keith Miller 1995 187,518 92,833 0 13,200 3,750
Senior Vice 1994 196,384<F5> 75,365 0 12,000 3,750
President, Finance 1993 148,730 66,808 0 10,500 3,250
Frederick E. Zimmer 1995 172,889 84,281 0 11,000 3,532
Senior Vice 1994 164,085 72,217 0 10,000 3,300
President 1993 157,050 61,830 0 9,000 3,435
<FN>
- -------
<F1> Includes the President and Chief Executive Officer and the five other most
highly compensated Executive Officers.
<F2> See ``Personal Benefits'' at page 17 below.
<F3> See ``Stock Option Plans'' and two tables concerning options at pages 14
and 17 below.
<F4> See ``Mark Twain Savings Challenge Plan'' at page 16 below.
<F5> Includes base salary of $177,922 and a salary adjustment of $18,462.
</TABLE>
12
<PAGE> 14
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN<F*>
Among Mark Twain Bancshares, Inc., NASD Stock Index
and SNL Securities $1-$5 Billion Bank Stock Index
[PERFORMANCE GRAPH]
<TABLE>
<CAPTION>
INVESTMENT VALUES<F*> AT DECEMBER 31
-----------------------------------------------------------
1990 1991 1992 1993 1994 1995
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Mark Twain Bancshares 100.00 199.76 288.12 328.92 374.98 551.87
NASD Stock Index 100.00 160.56 186.86 214.51 209.68 296.30
SNL $1B - $5B Bank Index 100.00 149.53 217.07 260.24 274.26 379.46
<FN>
- -------
<F*>The graph and table above show the values of $100 invested on December 31,
1990 in Bancshares' Common Stock, the NASD Stock Index and the SNL
Securities $1-$5 Billion Bank Stock Index, assuming reinvestment of all
dividends.
The NASD Stock Index reflects the performance of approximately 4,700
publicly traded companies having their stock prices quoted on the NASDAQ system.
The SNL Securities $1-$5 Billion Bank Stock Index reflects the performance of
over 100 publicly traded financial institutions having gross assets of $1-$5
billion.
</TABLE>
13
<PAGE> 15
<TABLE>
OPTIONS GRANTED IN 1995
<CAPTION>
INDIVIDUAL GRANTS
--------------------------------------------------------------------------
PERCENT OF POTENTIAL REALIZABLE VALUE AT
TOTAL OPTIONS ASSUMED ANNUAL RATES OF
GRANTED TO STOCK PRICE APPRECIATION FOR
EMPLOYEES IN EXERCISE OPTION TERM<F1>
OPTIONS FISCAL YEAR PRICE EXPIRATION -----------------------------
NAME GRANTED (#) <F2> ($/SH) DATE 5% 10%
---- ----------- ------------- -------- ---------- ------------ -------------
<S> <C> <C> <C> <C> <C> <C>
John Dubinsky, CEO.... 27,500 11.2% $27.50 January, 2000 $209,000 $461,725
Alvin Siteman......... 27,500 11.2% 30.25 January, 2000 133,375 386,100
Peter F. Benoist...... 20,000 8.2% 27.50 January, 2000 152,000 335,800
W. Thomas Reeves...... 13,200 5.4% 27.50 January, 2000 100,320 221,628
Keith Miller.......... 13,200 5.4% 27.50 January, 2000 100,320 221,628
Frederick E. Zimmer... 11,000 4.5% 27.50 January, 2000 83,600 184,690
<FN>
- --------
<F1> The dollar amounts under these columns are the result of calculations at
the 5% and 10% rates set by the SEC and therefore are not intended to
forecast possible future appreciation of Bancshares stock. Bancshares did
not use an alternative formula for a grant date valuation, as Bancshares is
not aware of any formula which will determine with reasonable accuracy a
present value based on future unknown or volatile factors. The assumed
annual rates of appreciation of five and ten percent would result in the
price of Bancshares' stock increasing to $35.10 and $44.29, respectively.
<F2> This column will not total 100% as employees other than those named in the
Summary Compensation Table received Options during the year.
<F3> See ``Stock Option Plans'' for additional information.
</TABLE>
<TABLE>
AGGREGATED OPTION EXERCISES IN 1995 AND 1995
YEAR-END OPTION VALUES
<CAPTION>
NUMBER OF
UNEXERCISED VALUE OF UNEXERCISED
OPTIONS AT FISCAL IN-THE-MONEY OPTIONS
YEAR-END AT FISCAL YEAR END ($)
VALUE ----------------- ----------------------
SHARES ACQUIRED REALIZED EXERCISABLE (E) EXERCISABLE (E) <F2>
NAME ON EXERCISE <F1> UNEXERCISABLE (U) UNEXERCISABLE (U)
---- --------------- -------- ----------------- --------------------
<S> <C> <C> <C> <C>
John Dubinsky, CEO................. 18,973 $418,303 19,000(E) $317,330(E)
59,000(U) $800,455(U)
Alvin Siteman...................... 7,500 $102,019 15,250(E) $198,120(E)
59,000(U) $651,101(U)
Peter F. Benoist................... 12,600 $364,261 21,000(E) $385,245(E)
44,000(U) $602,140(U)
W. Thomas Reeves................... 9,000 $169,155 15,000(E) $277,620(E)
29,700(U) $409,598(U)
Keith Miller....................... 9,000 $169,155 15,000(E) $277,620(E)
29,700(U) $409,598(U)
Frederick E. Zimmer................ 5,250 $107,205 12,625(E) $233,418(E)
24,875(U) $343,399(U)
<FN>
- --------
<F1> Values realized are calculated by subtracting the exercise price from the
fair market value of the stock on each exercise date.
<F2> Year-end values of unexercised options are calculated by subtracting the
exercise price from the fair market value of Bancshares' stock as of the
fiscal year end ($38.875, the average of the high and low prices quoted for
December 29, 1995).
</TABLE>
14
<PAGE> 16
RETIREMENT PLANS
Effective January 1, 1989, Bancshares established a Defined Benefit Pension
Plan covering all eligible officers and employees of Bancshares and its
subsidiaries. All officers and employees participate in the Pension Plan upon
the completion of one year of service and the attainment of age 21.
Under the Pension Plan, eligible employees receive annual retirement
benefits based on the average of the highest five consecutive calendar years of
compensation during the ten-year period ending on the normal retirement date or
termination of employment.
Benefits under the Pension Plan are computed on the basis of 0.9% of average
compensation up to Covered Compensation wage base (the 35-year average of Social
Security wage bases ending in the year Social Security retirement age is
attained) plus 1.5% of average compensation over Covered Compensation wage base,
times benefit service up to 30 years. Federal tax law limits the benefit payable
under the Pension Plan.
In 1983, Bancshares established an Executive Benefit Plan, as an amendment
and restatement of an Officers' Benefit Plan established in 1978. The Executive
Plan is an unfunded plan which provides for payments to participating officers
and employees on retirement or other termination of employment, and which
supplements the Pension Plan. In order to participate, an employee must have
been employed by Bancshares for ten years and must earn base pay at least equal
to Social Security Taxable Wage Base for the year for which the employee becomes
a participant. The Executive Benefit Plan operated until January 1, 1989 as the
sole retirement plan of the Company. This Plan was phased out when the Pension
Plan was adopted on January 1, 1989, although those covered under the Plan as of
that date continue to be so covered.
The annual benefit payable under the Executive Benefit Plan is 25% of the
average annual compensation for the five highest years of compensation,
increased for each year of employment in excess of ten years, up to a maximum of
50% for employees with more than 25 years service; but the benefit is reduced by
any benefits payable under the Pension Plan.
The Executive Benefit Plan provides for a normal retirement date at age 65,
and employees who retire on or after that age are entitled to receive the full
accrued benefit. Employees who retire after age 55 with 15 years service with
the consent of Bancshares, and employees who retire with 20 years service, are
entitled to the full accrued benefit, actuarily reduced if retirement occurs
prior to age 65. The normal method of payment of benefits is the payment of the
basic annual benefit in equal monthly installments over the participant's
lifetime, with a minimum of 120 months guaranteed. Benefits are fully vested on
death or disability, and are vested on other termination of employment based on
length of service. Participants must refrain from competing with Bancshares
until at least three years after termination of employment in order to be
eligible to continue to receive payments under the Executive Plan.
15
<PAGE> 17
<TABLE>
PENSION PLAN TABLE
<CAPTION>
YEARS OF CREDITED SERVICE
----------------------------------------------
REMUNERATION 15 20 25 30 OR MORE
- ------------ ------- ------- ------- ----------
<S> <C> <C> <C> <C>
$150,000.............................. 45,000 60,000 75,000 75,000
300,000.............................. 90,000 120,000 150,000 150,000
400,000.............................. 120,000 160,000 200,000 200,000
450,000.............................. 135,000 180,000 225,000 225,000
600,000.............................. 180,000 240,000 300,000 300,000
750,000.............................. 225,000 300,000 375,000 375,000
</TABLE>
The table above presents annual combined retirement benefits payable under
the Pension and Executive Benefit Plans, based upon various assumed final
average salaries and years of credited service for a person reaching age 65 in
1995 with benefits computed on a straight life annuity basis. Amounts shown
reflect the actual benefit under the Plan. There is no Social Security benefit
offset. ``Remuneration'' is the average annual compensation for the highest five
years of compensation as described above for each plan. The compensation used by
Bancshares to compute the benefit under the Pension Plan includes 100% of base
salary, 100% of the first $25,000 of variable compensation and 50% of variable
compensation over $25,000.
The credited service under the Pension and Executive Benefit Plans for each
of the individuals named in the Summary Compensation Table are as follows: Alvin
Siteman, 22 years (by separate agreement, Mr. Siteman is to be credited with 25
years upon termination of employment with Bancshares); John Dubinsky, 28 years;
Peter F. Benoist, 19 years; W. Thomas Reeves, 15 years; Keith Miller, 17 years;
and Frederick Zimmer, 21 years. Remuneration covered by the Plan is included in
the Summary Compensation Table.
MARK TWAIN SAVINGS CHALLENGE PLAN
Bancshares has an employee benefit plan under Section 401(k) of the Internal
Revenue Code. The Plan allows employees to contribute up to 8-15% of their base
pay of which 50% of the amount up to 5% of base pay is matched by Bancshares.
Employees may elect to have their contributions invested in Bancshares Common
Stock, an equity mutual fund, and a balanced fund, all of which are managed by
Mark Twain Bank Trust Division, and a pooled GIC fund, a managed small to
midsized stock fund, and a managed small to midsized balanced fund, all of which
are managed in whole or part by a non-affiliate company. All company matching
contributions are contributed or invested in Mark Twain Common Stock. All common
stock held by the Trustee (Mark Twain Bank Trust Division) is voted as directed
by the respective participants to the extent vested, and otherwise by the Board
of Directors. At December 31, 1995, there were 499,541 shares held by the
Trustee. The amounts contributed by Bancshares to the persons listed in the
Summary Compensation Table includes $3,750 for Alvin Siteman, $3,750 for John
Dubinsky, $3,300 for Peter F. Benoist, $3,750 for W. Thomas Reeves, $3,750 for
Keith Miller, and $3,532 for Frederick Zimmer.
16
<PAGE> 18
PERSONAL BENEFITS
After inquiry, Bancshares has concluded that the aggregate amounts of
personal benefits which cannot be specifically or precisely ascertained do not
in any event exceed $15,000 as to each individual named in the Summary
Compensation Table above and has concluded that the information set forth in the
table is not rendered materially misleading by virtue of the omission of the
value of such personal benefits.
OFFICER LOAN PROGRAM AND OFFICER STOCK PURCHASE PLAN
Bancshares has an Officer Loan Program for executive officers (as that term
is defined by certain federal banking laws) and for certain key supervisors for
the purpose of providing loans for personal purposes, including specifically,
under the Officer Stock Purchase Plan, the purpose of providing secured
financing for such personnel in their acquisition of Bancshares' securities,
pursuant to Regulation G of the Board of Governors of the Federal Reserve
System, whether acquired through Stock Option Plans or otherwise. As of December
31, 1995, loans to the executive officers as a group totalled $523,681. These
loans bear interest at a rate of Prime plus 1/2% floating.
STOCK OPTION PLANS
Bancshares has three plans providing for the grant of stock options (the
``Option Plans''). The 1983 Incentive Stock Option Plan (``1983 Plan'') was
adopted and approved by shareholders in 1983, and expired in 1993 with some
grants outstanding. The 1992 Stock Option Plan (the ``1992 Plan'') was adopted
and approved by shareholders in 1992, and will expire on January 21, 2002. The
1995 Stock Option Plan (the ``1995 Plan'') was adopted and approved by
shareholders in 1995, and will expire on January 15, 2005.
The 1983 Plan authorized the grant of incentive stock options, as defined by
federal tax law (``ISOs''). The 1992 and 1995 Plans authorize the grant of ISOs
and non-qualified stock options (``NQSOs''). Up to 675,000 shares of Bancshares'
Common Stock may be issued under the 1992 Plan, and up to 900,000 shares may be
issued under the 1995 Plan. Appropriate adjustments in the number of shares
available under the Option Plans and in the terms of outstanding ISOs and NQSOs
(``options'') are required for stock splits and similar events.
Approximately 40 officers and management and supervisory employees of
Bancshares and its subsidiaries are eligible to receive options under the Option
Plans. Non-employee directors are ineligible for any option grant under any
Plan.
The Option Plans are administered by the Board's Compensation, Benefits and
Stock Option Committee, which consists entirely of non-employee directors.
Within the limits of each Plan, the Committee determines when and to whom
options are granted, the number of shares subject to each option, each option's
price and duration, when options become exercisable, whether the option is an
ISO or NQSO, and other terms and conditions which the Committee deems
appropriate. The 1992 and 1995 Plans impose a five-year limit on all options
granted under them. All options granted to date under all plans become
exercisable in four equal annual installments, beginning one year after grant;
all outstanding options terminate five years after grant. All options reported
in the table entitled ``Option Grants in 1995'' above were granted on January
16, 1995.
17
<PAGE> 19
The option price of options cannot be less than 100% of the market value of
Bancshares common Stock on the grant date (110% in the case of ISOs granted to a
10% stockholder). Optionees may pay the option price in cash or Bancshares
Common Stock. Bancshares may loan the option price to optionees to the extent
allowed by law. The Committee permits required withholding taxes to be paid with
Common Stock, including stock otherwise issuable in connection with an option
exercise.
The Committee may accelerate the exercisability of options at any time. All
Option Plans provide for automatic acceleration upon death or disability of an
optionee, or upon the occurrence of certain takeover events relating to
Bancshares. Options may be forfeited if the optionee terminates employment
within two years of grant or is dismissed at any time. Options (and any stock or
other benefits derived from options) may be forfeited if the optionee competes
with, or acts in any manner inimical to the best interests of, Bancshares and
its subsidiaries. In addition, optionees must expressly covenant not to compete
with Bancshares and its subsidiaries during the term of their employment and for
three years thereafter.
The Option Plans may be amended by the Board of Directors at any time. Under
the 1992 and 1995 Plans, certain amendments which increase the number of
authorized shares or change the class of eligible employees must be approved by
Bancshares' shareholders.
EXECUTIVE EMPLOYMENT AGREEMENTS
Bancshares has entered into employment and compensation agreements with
certain of its officers and directors. The basic purpose of these agreements is
to provide a commitment to Bancshares from its key executives, and a reciprocal
commitment to each of them from Bancshares. The Board believes that the
agreements will have the effect of providing Bancshares with greater continuity
of management by giving key personnel incentives to remain with Bancshares, as
well as disincentives to leaving.
The standard agreements provide that each covered employee's base salary and
incentive compensation (including bonus) will be determined each year by the
Board of Directors or its delegatee. The standard agreements are for initial
terms ranging from twelve to twenty-four months. Messrs. Dubinsky, Siteman,
Benoist, Reeves, Miller, and Zimmer each have standard agreements with initial
terms of twenty-four months which began in 1995. The initial term normally is
extended automatically for successive twelve month periods, with a maximum term
of five years. Each standard agreement contains covenants not to compete or
engage in activities which would be detrimental to Bancshares or its
subsidiaries, which covenants survive termination.
Each standard agreement is subject to: (i) termination by Bancshares or the
employee upon at least twelve months' notice, except that the initial term
cannot be shortened by giving this notice; (ii) termination by Bancshares
without cause (as provided in the agreement); (iii) termination by the employee
in response to certain actions by Bancshares affecting the employee's position
or geographic location; (iv) termination by the employee for other reasons; (v)
termination by Bancshares for cause; and (vi) termination upon the employee's
death. If terminated by Bancshares under clause (i), the employee would receive
whatever standard severance benefit Bancshares is paying at that time upon
execution of Bancshares' standard severance agreement then being used. If
terminated
18
<PAGE> 20
under clauses (ii) or (iii) in accordance with the terms of the agreement, the
employee would be entitled, upon execution of Bancshares' standard severance
agreement, to receive each month for a period equal to the initial term a
special monthly severance benefit based generally upon the employee's average
salary and regular incentive compensation paid during the preceding three years.
If terminated under clauses (iv), (v), or (vi), no severance benefit would be
payable.
INDEPENDENT PUBLIC ACCOUNTANTS
The independent public accountants for Bancshares and its subsidiaries for
the year ended December 31, 1995 is the independent certified public accounting
firm of Ernst & Young LLP, which firm was selected by the Audit Committee and
Board of Directors of Bancshares. A representative of Ernst & Young LLP is
expected to attend the annual meeting with the opportunity to make a statement
and respond to appropriate questions from shareholders.
The members of the Board of Directors Audit Committee, established in 1975,
were in 1995 Jack Deutsch, Committee Chairman, Robert J. Baudendistel, Robert A.
Bernstein, and James J. Murphy, Jr. The Audit Committee, whose activities
include the engagement of the independent auditors, reviewing with independent
auditors the plan and results of the audit engagement, reviewing the scope and
results of Bancshares' internal auditing procedures, reviewing the degree of
independence of the auditors, considering the range of audit and nonaudit fees
and reviewing the adequacy of Bancshares' system of internal accounting
controls, met four times during 1995.
CERTAIN TRANSACTIONS
During 1995, as in prior years, Bancshares' Subsidiary Banks made loans to
certain directors and executive officers of Bancshares and its principal
subsidiaries, as well as to certain persons or organizations related to the
directors and executive officers. All such loans were made in the ordinary
course of business, and on substantially the same terms, including interest
rates and collateral, as those prevailing at the time for comparable loans to
other persons, and none involved more than a normal risk of collectibility or
presented other unfavorable features.
During 1995, rental payments for certain premises of Bancshares and its
subsidiaries, aggregating approximately $78,398 were made to The Siteman
Organization, Inc., a real estate development and management company which is an
affiliate of Mr. Siteman. Management believes that all such rental payments are
comparable to fair market rates for such premises.
OTHER BUSINESS
Management of Bancshares does not intend to bring any other matters before
the Annual Meeting and, at the date of this Proxy Statement, management is not
informed of any matters that others may bring before the meeting. However, if
any other matters properly come before the meeting, the persons named in the
form of proxy submitted herewith will vote such proxy in accordance with their
best judgment on such matters, determined in the manner provided therein.
19
<PAGE> 21
SHAREHOLDER PROPOSALS
Shareholder proposals must be received by Bancshares no later than November
28, 1996 to be included in Bancshares' proxy materials for its next Annual
Meeting of Shareholders pursuant to Regulation 240.14a-8 under the Securities
Exchange Act of 1934.
FORM 10-K NOTICE
Pursuant to Rules of the Securities and Exchange Commission, Bancshares will
provide to each person receiving a Proxy Statement, upon a written request of
such person, without charge, a copy of Bancshares' Annual Report on Form 10-K
including the financial statements and schedules thereto, for its most recent
fiscal year required to be filed with the Securities and Exchange Commission.
Bancshares may impose a reasonable fee for expenses in connection with providing
copies of the separate exhibits to such report when such exhibits are requested.
Requests should be directed to Carl A. Wattenberg, Jr., Mark Twain Bancshares,
Inc., 8820 Ladue Road, St. Louis, Missouri 63124.
SHAREHOLDERS ARE URGED TO DATE, SIGN AND RETURN PROMPTLY THE ENCLOSED PROXY
IN THE ACCOMPANYING ENVELOPE, WHICH REQUIRES NO POSTAGE IF MAILED IN THE UNITED
STATES. YOUR COOPERATION WILL BE APPRECIATED.
St. Louis, Missouri
March 18, 1996
20
<PAGE> 22
P MARK TWAIN BANKS(R)
R MEMBERS FDIC
O
X
Y MARK TWAIN BANCSHARES, INC.
PROXY FOR ANNUAL MEETING OF SHAREHOLDERS APRIL 23, 1996
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Alvin Siteman and John Dubinsky and
each of them proxy or proxies to represent the undersigned, with full
power of substitution, at the Annual Meeting of Shareholders of Mark
Twain Bancshares, Inc., to be held on Tuesday, April 23, 1996, and any
and all adjournments thereof.
PLEASE SPECIFY YOUR CHOICES BY MARKING THE APPROPRIATE BOXES ON THE REVERSE
SIDE. IF NO SPECIFICATION IS MADE, AUTHORITY IS GRANTED TO CAST THE VOTE OF THE
UNDERSIGNED FOR ELECTION OF THE NOMINEES AND FOR ITEM 2. THE AGENTS NAMED ABOVE
CANNOT VOTE YOUR SHARES UNLESS YOU SIGN AND RETURN THIS PROXY CARD.
---------------
! SEE REVERSE !
! SIDE !
---------------
<PAGE> 23
- ----- PLEASE MARK YOUR SHARES IN YOUR NAME REINVESTMENT SHARES
! X ! VOTES AS IN THIS
- ----- EXAMPLE.
FOR WITHHELD
1. Election of / / / / FOR A TERM OF THREE (3)
Directors YEARS ENDING 1999:
Robert J. Baudendistel
For, except vote withheld from the following Peter F. Benoist
nominee(s): Jack Deutsch
Alvin Siteman
- --------------------------------------------
FOR AGAINST ABSTAIN
2. Authority to proxies / / / / / /
to vote upon such
other business that
may properly come
before the meeting.
The Board of Directors recommends a vote FOR the above proposals.
SIGNATURE(S) ______________________________________ DATE ___________
SIGNATURE(S) ______________________________________ DATE ___________
NOTE: Please sign exactly as name appears hereon.
Joint owners should each sign. When signing as attorney,
executor, administrator, trustee or guardian, please give
full title as such. In case of a corporation, a duly
authorized officer should sign on its behalf.
<PAGE> 24
APPENDIX
Page 13 of the printed proxy contains a Comparison of Five Year
Cumulative Total Return graph. The information contained in that
graph is depicted in the table that immediately follows the graph.
