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 Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-12
Jacksonville Bancorp, Inc.
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(Name of Registrant as Specified in Its Charter)
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(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:
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(2) Aggregate number of securities to which transaction applies:
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(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):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] Fee paid previously with preliminary materials.
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[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the form or schedule and the date of its filing.
(1) Amount previously paid:
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(2) Form, schedule or registration statement no.:
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(3) Filing party:
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(4) Date filed:
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[Jacksonville Bancorp logo]
December 22, 2000
Dear Stockholder:
You are cordially invited to attend the Annual Meeting of Stockholders
of Jacksonville Bancorp, Inc. The meeting will be held at the Norman Activity
Center, located at 526 East Commerce Street, Jacksonville, Texas, on Tuesday,
January 23, 2001 at 10:00 a.m., Central Time. The matters to be considered by
stockholders at the Annual Meeting are described in the accompanying
materials.
It is very important that you be represented at the Annual Meeting
regardless of the number of shares you own or whether you are able to attend
the meeting in person. We urge you to mark, sign, and date your proxy card
today and return it in the envelope provided, even if you plan to attend the
Annual Meeting. This will not prevent you from voting in person, but will
ensure that your vote is counted if you are unable to attend.
Your continued support of and interest in Jacksonville Bancorp, Inc.,
are sincerely appreciated.
Sincerely,
/s/ Jerry M. Chancellor
Jerry M. Chancellor
President and Chief Executive
Officer
JACKSONVILLE BANCORP, INC.
Commerce and Neches Streets
Jacksonville, Texas 75766
(903) 586-9861
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held on January 23, 2001
NOTICE IS HEREBY GIVEN that an Annual Meeting of Stockholders of
Jacksonville Bancorp, Inc., ("Company") will be held at the Norman Activity
Center, located at 526 East Commerce Street, Jacksonville, Texas on Tuesday,
January 23, 2001, at 10:00 a.m., Central Time, for the following purposes, all
of which are more completely set forth in the accompanying Proxy Statement:
1. To elect two directors of the Company for a three-year term and
until their successors are elected and qualified;
2. To ratify the appointment of Henry & Peters, P.C. as the Company's
independent auditors for the fiscal year ending September 30,
2001; and
3. To transact such other business as may properly come before the
meeting or any adjournment thereof.
The Board of Directors of the Company has fixed December 8, 2000 as the
voting record date for the determination of stockholders entitled to notice of
and to vote at the Annual Meeting. Only those stockholders of record as of the
close of business on that date will be entitled to vote at the Annual Meeting
or at any such adjournment.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Sandra Thompson
Sandra Thompson
Secretary
December 22, 2000
Jacksonville, Texas
JACKSONVILLE BANCORP, INC.
_________________
PROXY STATEMENT
_________________
ANNUAL MEETING OF STOCKHOLDERS
January 23, 2001
General
This Proxy Statement is being furnished to the stockholders of the
Company in connection with the solicitation of proxies by the Board of
Directors for use at its Annual Meeting of Stockholders ("Annual Meeting") to
be held at the Norman Activity Center, located at 526 East Commerce Street,
Jacksonville, Texas, on Tuesday, January 23, 2001, at 10:00 a.m., Central
Time, and at any adjournment thereof, for the purposes set forth in the Notice
of Annual Meeting of Stockholders. This Proxy Statement is first being mailed
to stockholders on or about December 22, 2000.
Voting Rights
Only the holders of record of the outstanding shares of the common
stock, $0.01 par value per share, of the Company ("Common Stock") at the close
of business on December 8, 2000 (the "Voting Record Date") will be entitled to
notice of and to vote at the Annual Meeting. At such date, there were
1,952,712 shares of Common Stock issued and outstanding.
Each share of Common Stock is entitled to one vote at the Annual Meeting
on all matters properly presented at the meeting. Directors are elected by a
plurality of the votes cast with a quorum present. Abstentions are considered
in determining the presence of a quorum and will not affect the plurality vote
required for the election of directors. The affirmative vote of a majority of
the total votes present in person and by proxy is required to ratify the
appointment of the independent auditors. The proposal for ratification of the
auditors is considered a "discretionary" item upon which brokerage firms may
vote in their discretion on behalf of their clients if such clients have not
furnished voting instructions and for which there will not be "broker non-
votes."
Proxies
Shares of Common Stock represented by properly executed proxies, if such
proxies are received in time and not revoked, will be voted in accordance with
the instructions indicated on the proxies.
1
If no instructions are indicated, such proxies will be voted FOR the
nominees for director described herein, FOR ratification of the appointment of
independent auditors, and in the discretion of the proxy holder, as to any
other matter which may properly come before the Annual Meeting. Any holder of
Common Stock who returns a signed proxy but fails to provide instructions as
to the manner in which such shares are to be voted will be deemed to have
voted in favor of the matters set forth in the preceding sentence.
A Company stockholder who has given a proxy may revoke it at any time
prior to its exercise at the Annual Meeting by (i) giving written notice of
revocation to the Secretary of the Company, (ii) properly submitting to the
Company a duly-executed proxy bearing a later date, or (iii) attending the
Annual Meeting and voting in person. All written notices of revocation and
other communications with respect to revocation of proxies should be addressed
as follows: Jacksonville Bancorp, Inc., Commerce and Neches Streets,
Jacksonville, Texas 75766, Attention: Secretary.
INFORMATION WITH RESPECT TO NOMINEES FOR DIRECTOR
AND FOR DIRECTORS WHOSE TERMS CONTINUE
Election of Directors
The Bylaws of the Company provide that the Board of Directors shall be
divided into three classes which are as equal in number as possible, and that
the members of each class of directors are to be elected for a term of three
years and until their successors are elected and qualified.
At the Annual Meeting, stockholders of the Company will be asked to
elect two directors of the Company for a three-year term and until their
successors are elected and qualified. The nominees for election as directors
were selected by the Nominating Committee of the Board of Directors and, each
nominee currently serves as a director of the Company. There are no
arrangements or understandings between the persons named and any other person
pursuant to which such person was selected as a nominee for election as a
director at the Annual Meeting. No director or nominee for director is related
to any other director or executive officer of the Company by blood, marriage
or adoption, other than that W. G. Brown and Dr. Joe Tollett are cousins and
that Robert F. Brown is the son of W. G. Brown.
If any person named as nominee should be unable or unwilling to stand
for election at the time of the Annual Meeting, the proxies will nominate and
vote for any replacement nominee or nominees recommended by the Board of
Directors of the Company. At this time, the Board of Directors knows of no
reason why any of the nominees may not be able to serve as a director if
elected.
The following tables present information concerning each nominee for
director and each director whose term continues and reflects his tenure as a
director of the Company (including service as a director of Jacksonville
Savings Bank ("Jacksonville" or the "Bank")), his principal occupation during
the past five years as well as the number of shares of Common Stock
beneficially owned by each such person as of the Voting Record Date. Except
for Jerry Hammons, each nominee and each director has been a director of the
Company since its formation in 1996.
2
NOMINEES FOR DIRECTORS FOR THREE-YEAR TERMS EXPIRING IN 2004
Common Stock Beneficially
Owned as of December 8,
2000(1)
--------------------------
Position with the Company Company
and Principal Occupation Director
Name Age* During the Past Five Years Since No. %
--------------------------------------------------------------------------------
Ray W. Beall 73 Director, Retired, formerly 1996 25,552(2) 1.18%
senior executive for Beall's
Department Store.
Robert F. Brown 52 Director; Vice Chairman of 1996 19,962(3) 0.92%
the Board of the Company
since December 1999; and
Director of the Bank since
1995. Chief Executive
Officer, Brown Lumber
Industries, Jacksonville,
Texas, since 1994.
The Board of Directors recommends that you vote FOR the election of the
nominees for director.
DIRECTORS WITH TERMS EXPIRING IN 2002
Common Stock Beneficially
Owned as of December 8,
2000(1)
--------------------------
Position with the Company Company
and Principal Occupation Director
Name Age* During the Past Five Years Since No. %
--------------------------------------------------------------------------------
Charles
Broadway 67 Director of the Company and 1996 65,110(4) 3.01%
Director of the Bank since
1981. President and Chief
Executive Officer of the
Company and the Bank until
July 1, 1996.
W.G. Brown 85 Chairman of the Board and 1996 77,168(5) 3.56%
Director of the Company; and
Director of the Bank since
1953. Owner of Brown Lumber
Industries, Jacksonville,
Texas.
Jerry Hammons 57 Director of the Company; 1999 33,882(6) 1.56%
Director of the Bank since
January 1998. Senior Vice
President of Jacksonville
Savings Bank since June 1996,
First Vice President of
Jacksonville Savings Bank
since October 1993.
3
DIRECTORS WITH TERMS EXPIRING IN 2003
Common Stock Beneficially
Owned as of December 8,
2000(1)
--------------------------
Position with the Company Company
and Principal Occupation Director
Name Age* During the Past Five Years Since No. %
--------------------------------------------------------------------------------
Jerry M.
Chancellor 59 Director, President and Chief 1996 59,627(7) 2.75%
Executive Officer of the
Company and the Bank.
Executive Vice President
(from 1983 until 1996) of the
Bank.
Bill W. Taylor 60 Director, Chief Financial 1996 67,596(8) 3.12%
Officer and Executive Vice
President of the Company and
the Bank. Director and
Senior Vice President of the
Bank since 1984.
Dr. Joe 73 Director; Retired pediatrician. 1996 40,408(9) 1.87%
Tollett Director of the Bank since
1973.
____________________________
* As of December 8, 2000.
(1) As previously indicated, pursuant to rules promulgated by the SEC under
the Exchange Act, a person or entity is considered to beneficially own
shares of Common Stock if the person or entity has or shares (i) voting
power, which includes the power to vote or to direct the voting of the
shares, or (ii) investment power, which includes the power to dispose or
direct the disposition of the shares. Unless otherwise indicated, a
person or entity has sole voting and sole investment power with respect
to the indicated shares. Shares which are subject to stock options and
which may be exercised within 60 days of the Voting Record Date are
deemed to be outstanding for the purpose of computing the percentage of
Common Stock beneficially owned by such person.
(2) Includes, in the case of Mr. Beall, 647 shares of restricted stock held
in the Company's 1996 MRP and allocated to Mr. Beall and 14,247 shares
which may be acquired upon the exercise of stock options that may be
exercised within 60 days of the Voting Record Date.
(3) Includes, in the case of Mr. Robert F. Brown, 7,462 shares held jointly
with his wife and 10,000 shares held in trust for his children.
(Footnotes continue on following page)
4
(Footnotes continued from previous page)
(4) Includes, in the case of Mr. Broadway, 15,947 shares held jointly with
his wife, 1,511 shares of restricted stock held in the Company's 1996
MRP and allocated to Mr. Broadway, 34,097 shares which may be acquired
upon the exercise of stock options that may be exercised within 60 days
of the Voting Record Date and 5,522 shares allocated to his account in
the ESOP.
(5) Includes, in the case of Mr. W. G. Brown, 282 shares held as custodian
for Mr. Brown's grandchildren, 35,446 shares held by a company which Mr.
Brown owns, 24,886 shares held in a family trust, 647 shares of
restricted stock held in the Company's 1996 MRP and allocated to Mr.
Brown and 14,247 shares which may be acquired upon the exercise of stock
options that may be exercised within 60 days of the Voting Record Date.
(6) Includes, in the case of Mr. Hammons, 2,834 shares held jointly with his
wife, 1,200 shares held by his wife, 1,100 shares of restricted stock
held in the Company's 1996 MRP and allocated to Mr. Hammons, 15,069
shares which may be acquired upon the exercise of stock options that may
be exercised within 60 days of the Voting Record Date and 5,461 shares
allocated to his account in the ESOP.
(7) Includes, in the case of Mr. Chancellor, 2,404 shares of restricted
stock held in the Company's 1996 MRP and allocated to Mr. Chancellor,
33,390 shares which may be acquired upon the exercise of stock options
that may be exercised within 60 days of the Voting Record Date and 7,370
shares allocated to his account in the ESOP.
(8) Includes, in the case of Mr. Taylor, 808 shares held jointly with Mr.
Taylor's children, 383 shares held jointly with his wife, 2,281 shares
of restricted stock held in the Company's 1996 MRP and allocated to Mr.
Taylor, 35,130 shares which may be acquired upon the exercise of stock
options that may be exercised within 60 days of the Voting Record Date
and 6,507 shares allocated to his account in the ESOP.
(9) Includes, in the case of Dr. Tollett, 9,030 shares held in trust with
his wife, 3,804 shares held by a limited partnership, 3,630 shares owned
by his wife, 647 shares of restricted stock held in the Company's 1996
MRP and allocated to Dr. Tollett and 14,247 shares which may be acquired
upon the exercise of stock options that may be exercised within 60 days
of the Voting Record Date.
5
THE BOARD OF DIRECTORS AND ITS COMMITTEES
Regular meetings of the Board of Directors of the Company are held once
a month and special meetings of the Board of Directors of the Company are held
from time-to-time as needed. There were 13 meetings of the Board of Directors
of the Company held during fiscal 2000. No director attended fewer than 75% of
the total number of meetings of the Board of Directors of the Company held
during fiscal 2000 and the total number of meetings held by all committees of
the Board on which the director served during such year, except W. G. Brown
who attended 62% of the meetings.
The Company's business is primarily conducted through Jacksonville
Savings Bank, a Texas-chartered savings bank and a wholly owned subsidiary of
the Company. The Board of Directors of Jacksonville has established various
committees, including Audit, Investment, REO Disposition and Compensation
committees.
The Audit Committee currently consists of Messrs. Beall, Robert F.
Brown, Broadway and Dr. Tollett. The members are independent as defined in
Rule 4200(a)(15) of the National Association of Securities Dealers' ("NASD")
listing standards. The Audit Committee meets on an as needed basis and met
twice in fiscal 2000. On June 13, 2000, the Board of Directors adopted an
Audit Committee Charter in the form attached hereto as Appendix A.
Report of the Audit Committee
The Audit Committee has reviewed and discussed the audited financial
statements with management. The Audit Committee has discussed with the
independent auditors the matters required to be discussed by Statements on
Auditing Standards (SAS) No. 61 "Communication with Audit Committees," as may
be modified or supplemented. The Audit Committee has received the written
disclosures and the letter from the independent accountants required by
Independence Standards Board Standard No. 1, as may be modified or
supplemented, and has discussed with the independent accountant, the
independent accountant's independence. Based on the review and discussions
referred to above in this report, the Audit Committee recommended to the Board
of Directors that the audited financial statements be included in the
Company's Annual Report on Form 10-K for the last fiscal year for filing with
the Commission.
Ray W. Beall
Dr. Joe Tollett
Robert F. Brown
Charles Broadway
6
The Board of Directors generally reviews and makes recommendations with
respect to investment policies and practices. In the absence of such Board
action, the Investment Committee, currently consisting of Messrs. Chancellor
and Taylor and Dr. Tollett, has the authority to act in such capacity. In
fiscal 2000, there were twelve meetings of the Investment Committee.
The Compensation Committee reviews and makes recommendations to the
Board on employee salaries. The Compensation Committee currently consists of
Messrs. Beall, Chancellor, Taylor, Robert F. Brown and Dr. Tollett. The
Compensation Committee meets on an as needed basis and met once in fiscal
2000.
The entire board of directors serves as the Nominating Committee and
each year nominates individuals for election as directors of the Company. The
Nominating Committee met one time during fiscal 2000. The Nominating Committee
will consider nominations made by shareholders in conformance with the
Company's Articles of Incorporation.
Stockholder Nominations
Article VII.D. of the Company's Articles of Incorporation governs
nominations for election to the Board of Directors and requires all such
nominations to be made by the Board of Directors, or committee appointed by
the Board, or by a stockholder who has complied with the notice provisions in
that section. Article VII.D. provides that stockholder nominations must be
made pursuant to timely notice in writing to the Secretary of the Company.
Generally, to be timely, a stockholder's notice must be made in writing and
delivered to the Secretary of the Company not later than 60 days prior to the
anniversary date of the mailing of proxy materials by the Company in
connection with the immediately preceding annual meeting of stockholders; and
with respect to a special meeting of stockholders for the election of
directors, the close of business on the tenth day following the date on which
notice of such meeting is first given to stockholders.
The stockholder's notice must set forth as to each person whom the
stockholder proposes to nominate for election as a director (i) the name, age,
business address and residence address of such person, (ii) the principal
occupation or employment of such person, (iii) the class and number of shares
of the Company's stock which are Beneficially Owned (as defined in the
Exchange Act) by such person on the date of such stockholder notice, and (iv)
any other information relating to such person that is required to be disclosed
in solicitations of proxies with respect to nominees for election as
directors, pursuant to Regulation 14A under the Exchange Act. The
stockholder's notice must also set forth as to the stockholder giving the
notice (i) the name and address, as they appear on the Company s books, of
such stockholder and any other stockholders known to be supporting the
nominees and (ii) the class and number of shares of the Company stock which
are Beneficially Owned by the stockholder on the date of the stockholder's
notice and, to the extent known, by any other stockholders known by such
stockholder to be supporting the nominees on the date of such stockholder
notice.
7
BENEFICIAL OWNERSHIP
The following table sets forth information as to the Common Stock
beneficially owned, as of December 8, 2000, by the only persons or entities
known to the Company to be the beneficial owners of more than 5% of the Common
Stock and by all directors and officers of the Company as a group.
Name of Beneficial Owner Amount And Nature of
or Number of Persons in Beneficial Ownership(1) Percent of Class
Group
------------------------ ----------------------- ----------------
Jacksonville Bancorp, Inc. 202,048(2) 9.33%
Employee Stock Ownership
Plan Commerce and Neches
Streets Jacksonville,
Texas 75766
Directors:
Jerry M. Chancellor 59,627 2.75%
Bill W. Taylor 67,596 3.12%
Dr. Joe Tollett 40,408 1.87%
Ray W. Beall 25,552 1.18%
Robert F. Brown 19,962 0.92%
Charles Broadway 65,110 3.01%
W. G. Brown 77,168 3.56%
Jerry Hammons 33,882 1.56%
All directors and
officers of the
Company as a group 389,305(3) 17.97%
(eight persons)
___________________________________
(1) Pursuant to rules promulgated by the Securities and Exchange Commission
("SEC") under the Securities Exchange Act of 1934, as amended ("Exchange
Act"), a person or entity is considered to beneficially own shares of
Common Stock if the person or entity has or shares (i) voting power,
which includes the power to vote or to direct the voting of the shares,
and/or (ii) investment power, which includes the power to dispose or
direct the disposition of the shares.
(Footnotes continue on following page)
8
(Footnotes continued from previous page)
Unless otherwise indicated, a person or entity has sole voting and sole
investment power with respect to the indicated shares.
Shares which are subject to stock options and which may be exercised
within 60 days of the Voting Record Date are deemed to be outstanding
for the purpose of computing the percentage of Common Stock beneficially
owned by such person.
(2) The Jacksonville Bancorp, Inc., Employee Stock Ownership Plan Trust
("Trust") was established pursuant to the Jacksonville Bancorp, Inc.,
Employee Stock Ownership Plan ("ESOP") by an agreement between the
Company and Messrs. Broadway, Chancellor, Beall, and Dr. Tollett, who
act as trustees of the plan ("Trustees"). As of the Voting Record Date,
104,943 shares held in the Trust had been allocated to the accounts of
participating employees. Under the terms of the ESOP, the Trustees will
generally vote the allocated shares held in the ESOP in accordance with
the instructions of the participating employees. Unallocated shares held
in the ESOP will generally be voted in the same ratio on any matter as
those allocated shares for which instructions are given, subject in each
case to the fiduciary duties of the ESOP Trustees and applicable law.
Any allocated shares which either abstain on the proposal or are not
voted will be disregarded in determining the percentage of stock voted
for and against each proposal by the participants and beneficiaries. The
amount of Common Stock beneficially owned by directors who serve as
Trustees of the ESOP and by all directors and executive officers as a
group does not include the unallocated shares held by the Trust.
(3) Includes in the case of all directors and officers of the Company as a
group, (i) options to purchase 160,427 shares of Company Common Stock
which may be exercised within 60 days of the Voting Record Date; (ii)
9,237 shares of Common Stock which are held in the Company's 1996
Management Recognition Plan ("MRP") and allocated to the accounts of
directors and officers; and (iii) 24,860 shares of Common Stock
allocated to the account of the officers in the Company's ESOP.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Exchange Act requires the Company's officers,
directors and persons who own more than 10% of the Company's Common Stock to
file reports of ownership and changes in ownership with the SEC and the Nasdaq
National Market. Officers, directors and greater than 10% stockholders are
required by regulation to furnish the Company with copies of all forms they
file pursuant to Section 16(a) of the Exchange Act. The Company knows of no
person who owns 10% or more of the Company's Common Stock.
Based solely on review of the copies of such forms furnished to the
Company, or written representations from its officers and directors, the
Company believes that during the fiscal year ended September 30, 2000, the
Company's officers and directors complied in all respects with the reporting
requirements promulgated under Section 16(a) of the 1934 Act.
9
MANAGEMENT COMPENSATION
Summary Compensation Table
The following table sets forth a summary of certain information
concerning the compensation awarded to or paid by Jacksonville for services
rendered in all capacities during the last three fiscal years to the President
and Chief Executive Officer of Jacksonville and any other executive officer of
Jacksonville who received salary and bonuses aggregating more than $100,000
during the last fiscal year.
================================================================================
Annual Compensation
--------------------------------------------------------------------------------
Name and Principal Fiscal Other Annual All Other
Position Year Salary Bonus Compensation(1) Compensation
--------------------------------------------------------------------------------
Jerry M. Chancellor 2000 $112,620 $37,980 -- $21,008(2)
President and 1999 107,727 25,286 -- 32,962
Chief Executive 1998 115,406 26,089 -- 33,945
Officer
--------------------------------------------------------------------------------
Bill W. Taylor 2000 $ 91,656 $30,920 -- $20,341(3)
Executive Vice 1999 87,702 20,586 -- 36,155
President and 1998 96,056 21,241 -- 37,194
Chief Financial
Officer
--------------------------------------------------------------------------------
Jerry Hammons 2000 $ 79,980 $26,985 -- $22,138(4)
Senior Vice 1999 76,248 17,686 -- 30,808
President 1998 84,116 18,249 -- 32,486
================================================================================
___________________________________
(1) Does not include amounts attributable to miscellaneous benefits received
by the named executive officer, including the payment of club membership
dues. The costs to Jacksonville of providing such benefits to the named
executive officer during the year ended September 30, 2000 did not
exceed the lesser of $50,000 or 10% of the total of annual salary and
bonus reported for such individual.
(2) Includes (i) a premium of $4,602 paid to fund a deferred compensation
plan, (ii) a matching contribution of $4,518 from Jacksonville pursuant
to a defined contribution thrift plan and (iii) 827 shares allocated to
Mr. Chancellor's account in the Company's ESOP which shares had a market
value of $11,888 at September 29, 2000, based on a share price of
$14.375.
(3) Includes (i) a premium of $5,451 paid to fund a deferred compensation
plan, (ii) a matching contribution of $3,677 from Jacksonville pursuant
to a defined contribution thrift plan and (iii) 780 shares allocated to
Mr. Taylor's account in the Company's ESOP which shares had a market
value of $11,213 at September 29, 2000, based on a share price of
$14.375.
(4) Includes (i) a premium of $9,614 paid to fund a deferred compensation
plan, (ii) a matching contribution of $3,209 from Jacksonville pursuant
to a defined contribution thrift plan and (iii) 648 shares allocated to
Mr. Hammons' account in the Company's ESOP which shares had a market
value of $9,315 at September 29, 2000, based on a share price of
$14.375.
10
Option Grants
No options were granted to the named executive officers during the year
ended September 30, 2000.
Aggregated Option Exercises And Fiscal Year End Option Values
The following table sets forth certain information concerning exercises
of stock options granted pursuant to the Company's stock option plans by the
named executive officers during the year ended September 30, 2000 and options
held at September 30, 2000.
Shares Number of Value of Exercisable
Acquired Value Exercisable Options Options at Fiscal
Name on Exercise Realized at Fiscal Year End Year End(1)
--------------------------------------------------------------------------------
Not Not
Exercisable Exercisable Exercisable Exercisable
----------- ----------- ----------- -----------
Jerry M.
Chancellor -- -- 27,380 12,020 $100,041 $21,035
Bill W.
Taylor -- -- 29,427 11,406 $120,170 $19,960
Jerry
Hammons -- -- 12,319 5,500 $ 44,244 $ 9,625
________________________
(1) Calculated by determining the difference between the per share market
price of the Common Stock underlying the options as of September 29,
2000 ($14.375), and the exercise prices of $7.05 and $12.625 of the
options granted pursuant to the 1994 and 1996 stock option plans,
respectively.
Employment Agreements
The Company has entered into employment agreements with Messrs.
Chancellor and Taylor (the "Executives"). The employment agreements provide
each officer with a three-year term of employment subject to additional
one-year extensions at the discretion of the Board of Directors.
The employment agreements are terminable with or without cause by the
Company. The Executives have no right to compensation or other benefits
pursuant to the employment agreement for any period after voluntary
termination or termination by the Company for cause, disability, retirement or
death. However, in the event that (i) an Executive terminates his employment
because of failure of the Company to comply with any material provision of the
employment agreement or (ii) the employment agreement was terminated by an
Executive for Good Reason, as defined, an Executive would be entitled to 3.00
or 2.99 times, respectively, the average annual compensation, as defined, paid
to him by the Company during the five most recent taxable years ending during
the calendar year in which the notice of termination occurs or such portion of
such period in which the Executive served as an employee of the Company as
well as continued participation in employee benefit plans of the Company until
the expiration of the remaining term of employment. "Good Reason" is generally
defined in the employment agreements to include failure to comply with a
material portion of the agreements or the assignment by the Company to the
Executive of any duties which are materially
11
inconsistent with the Executive's positions, duties, responsibilities and
status with the Company prior to a change of control of the Company.
The employment agreements provide that in the event that any of the
payments to be made thereunder or otherwise upon termination of employment by
the Executive following a change in control are deemed to constitute "excess
parachute payments" within the meaning of Section 280G of the Code, then such
payments and benefits received thereunder would be reduced, in the manner
determined by the Company, by the amount, if any, which is the minimum
necessary to result in no portion of the payments and benefits being
non-deductible by the Company for federal income tax purposes. Excess
parachute payments generally would be defined as payments in excess of three
times the recipient's average annual compensation from the Company includable
in the recipient's gross income during the most recent five taxable years
ending before the date on which a change in control of the Company or other
triggering events occurred ("base amount"). A recipient of excess parachute
payments is subject to a 20% excise tax on the amount by which such payments
exceed the base amount, in addition to regular income taxes, and payments in
excess of the base amount would not be deductible by the Company as
compensation expense of federal income tax purposes.
Although the above-described employment agreements could increase the
cost of any acquisition of control of the Company, management does not believe
that the terms thereof would have a significant anti-takeover effect.
Directors' Compensation
During the fiscal year ended September 30, 2000, each member of the
Board of Directors was paid $700 for each Board meeting of the Bank attended,
and $150 for each Company meeting attended. Committee members otherwise do not
receive any fees for committee meetings.
Outside directors also received $275 per loan committee meeting. All
directors receive an annual director's fee of $2,000 as director of JS&L
Corporation, the wholly owned subsidiary of Jacksonville Savings Bank.
The Company also maintains the 1996 Stock Option Plan pursuant to which
non-employee directors of the Company (other than Robert F. Brown) were
granted options to purchase an aggregate of 24,276 shares of Common Stock at
an exercise price of $12.625 per share. Shares vest over a period of five
years, beginning on October 22, 1997. In addition, the Company maintains the
1996 MRP pursuant to which non-employee directors of the Company (other than
Robert F. Brown) were granted an aggregate of 9,708 shares of restricted stock
and Messrs. Broadway, Chancellor, Taylor and Hammons were granted 7,554,
12,020, 11,407, and 5,500 shares of restricted stock, respectively. Shares
vest over a period of five years beginning on October 22, 1997.
Compensation Committee Interlocks And Insider Participation
The Compensation Committee ("Committee") of the Board of Directors,
which is comprised of Messrs. Chancellor, Taylor, Beall, Tollett and Robert F.
Brown reviews compensation and benefits and recommends to the Board of
Directors adjustments in such compensation. Neither Mr. Chancellor
12
nor Mr. Taylor participated or voted on his individual compensation. The report
of the Committee with respect to compensation for the Chief Executive Officer
and all other executive officers for 2000 is set forth below.
The purpose of the Compensation Committee is to assist the Board of
Directors in attracting and retaining qualified, competent management,
motivating executives to achieve a range of performance goals consistent with
a business plan approved by the Board of Directors, and ensuring that proposed
compensation and benefit programs are reasonable and consistent with industry
standards, management performance and shareholder interests.
Report of The Compensation Committee on Executive Compensation
The charter of the Committee is to assist the Company in carrying out
its responsibility to evaluate, initiate and oversee executive compensation
arrangements and shareholder-approved benefit plans. The overall goals of the
Committee are to assist the Company in attracting and retaining qualified
management and rewarding these individuals for performance goals that are
achieved.
The Compensation Committee annually evaluates the salary and bonuses
paid to the three executive officers of Jacksonville. Compensation reports of
institutions of comparable size and complexity of operations are reviewed in
setting compensation levels. The overall goal of the Committee is to assist
the Company in attracting and retaining qualified management. We feel the base
compensation paid to the executive officers is commensurate within the
financial institution marketplace.
Incentive bonuses were paid in November of 2000 to all employees of
Jacksonville for financial goals achieved in 2000. All three executive
officers received bonuses in amounts of $39,896, $32,466, and $28,329 for
Messrs. Chancellor, Taylor and Hammons, respectively.
Following a review and approval by the Committee, all issues pertaining
to executive compensation were submitted to the full Board of Directors for
their approval. Neither Mr. Chancellor nor Mr. Taylor participated or voted on
their individual compensation packages.
Jerry M. Chancellor
Bill W. Taylor
Ray W. Beall
Dr. Joe Tollett
Robert F. Brown
13
Performance Graph
The following graph compares the yearly cumulative total return on the
Common Stock for the period beginning March 29, 1996, the date the Company
converted to a stock company and its stock began trading with (i) the yearly
cumulative total return on the stocks included in the Nasdaq Total Return
Index and (ii) the yearly cumulative total return on the stocks included in
the SNL Securities All Thrifts Index. All of these cumulative returns are
computed assuming the reinvestment of dividends at the frequency with which
dividends were paid during the applicable year.
Jacksonville Bancorp, Inc.
[Total Return Performance Graph for years 1996-2000]**
Period Ending
-------------------------------------------------------------
Index 4/2/96 9/30/96 9/30/97 9/30/98 9/30/99 9/30/00
-------------------------------------------------------------------------------
Jacksonville
Bancorp, Inc. 100.00 130.24 182.05 169.36 170.72 167.05
NASDAQ - Total
U.S.* 100.00 110.96 152.32 154.73 252.79 335.61
SNL <$250M
Thrift Index 100.00 104.93 152.88 140.01 132.66 131.74
_______________
* Source: CRSP, Center for Research in Security Prices, Graduate School
of Business, The University of Chicago 1999. Used with permission. All
rights reserved.
** Source: SNL Securities LC
14
Transactions with Certain Related Persons and Indebtedness of Management
In accordance with applicable federal laws and regulations, the Bank
offers mortgage loans to its directors, officers and employees as well as
members of their immediate families for the financing of their primary
residences and certain other loans. These loans are generally made on
substantially the same terms as those prevailing at the time for comparable
transactions with non-affiliated persons. It is the belief of management that
these loans neither involve more than the normal risk of collectibility nor
present other unfavorable features.
Section 22(h) of the Federal Reserve Act generally provides that any
credit extended by a savings institution, such as the Bank, to its executive
officers, directors and, to the extent otherwise permitted, principal
stockholder(s), or any related interest of the foregoing, must be on
substantially the same terms, including interest rates and collateral, as
those prevailing at the time for comparable transactions by the savings
institution with non-affiliated parties; unless the loans are made pursuant to
a benefit or compensation program that (i) is widely available to employees of
the institution and (ii) does not give preference to any director, executive
officer or principal stockholder, or certain affiliated interests of either,
over other employees of the savings institution, and must not involve more
than the normal risk of repayment or present other unfavorable features.
RATIFICATION OF SELECTION OF INDEPENDENT AUDITORS
The Board of Directors of the Company has appointed Henry & Peters, P.C.
as independent auditors for the Company for the year ending September 30,
2001, and further directed that the selection of auditors be submitted for
ratification by the stockholders at the Annual Meeting. The Company has been
advised by Henry & Peters, P.C. that neither the firm nor any of its
associates has any relationship with the Company other than the usual
relationship that exists between independent public accountants and clients.
Henry & Peters, P.C. will have representatives at the Annual Meeting who will
have an opportunity to make a statement, if they so desire, and will be
available to respond to appropriate questions.
The Board of Directors recommends that you vote FOR the ratification of the
appointment of Henry & Peters, P.C., as independent auditors for the year
ending September 30, 2001.
OTHER MATTERS
Management is not aware of any business to come before the Annual
Meeting other than those matters described in this Proxy Statement. However,
if any other matters should properly come before the Annual Meeting, it is
intended that the proxies solicited hereby will be voted with respect to those
other matters in accordance with the judgment of the persons voting the
proxies.
The cost of solicitation of proxies will be borne by the Company. The
Company will reimburse brokerage firms and other custodians, nominees and
fiduciaries for reasonable expenses incurred by them in sending proxy
materials to the beneficial owners of the Common Stock. In addition
15
to solicitations by mail, directors, officers and employees of the Company may
solicit proxies personally or by telephone without additional compensation.
STOCKHOLDER PROPOSALS
Any proposal which a stockholder wishes to have included in the proxy
solicitation materials to be used in connection with the next Annual Meeting
of Stockholders of the Company must be received at the office of the Company
no later than August 25, 2001. If such proposal is in compliance with all of
the requirements of Rule 14a-8 under the Exchange Act, it will be included in
the Proxy Statement and set forth on the form of proxy issued for the next
Annual Meeting of Stockholders. It is urged that any such proposals be sent by
certified mail, return receipt requested.
Stockholder proposals that are not submitted for inclusion in the
Company's proxy materials pursuant to Rule 14a-8 under the Exchange Act may be
brought before an annual meeting pursuant to Article IX.B of the Company's
Articles of Incorporation. To be timely, a stockholder's notice must be
delivered to, or mailed and received at, the principal executive offices of
the Company not later than 60 days prior to the anniversary date of the
mailing of proxy materials by the Company in connection with the immediately
preceding annual meeting of stockholders of the Company, or not later than
October 24, 2001 in connection with the 2002 annual meeting of stockholders of
the Company. Such stockholder's notice is required to set forth certain
information specified in Article IX.B of the Company's Articles of
Incorporation.
No stockholder proposals were submitted in connection with this Annual
Meeting.
ANNUAL REPORTS AND FINANCIAL STATEMENTS
Stockholders of the Company as of the record date for the Annual Meeting
are being forwarded a copy of the Company's Annual Report to Stockholders for
the year ended September 30, 2000 ("Annual Report"). Included in the Annual
Report are the financial statements of the Company as of September 30, 2000
and 1999 and for each of the years in the three-year period ended September
30, 2000, prepared in accordance with generally accepted accounting
principles, and the related report of the Company's independent public
accountants. The Annual Report is not a part of this Proxy Statement.
Upon receipt of a written request, the Company will furnish to any
stockholder without charge a copy of its Annual Report on Form 10-K filed with
the Securities and Exchange Commission under the Exchange Act for the year
ended September 30, 2000. Upon written request, the Company will furnish to
any such stockholder a copy of the exhibits to the Annual Report on Form 10-K.
Such written requests should be directed to Jacksonville Bancorp, Inc.,
Commerce and Neches Streets, P. O. Box 401, Jacksonville, Texas 75766,
attention: Secretary.
The Annual Report on Form 10-K is not a part of this Proxy Statement.
16
Appendix A
JACKSONVILLE BANCORP, INC.
AUDIT COMMITTEE CHARTER
(Adopted June 13, 2000)
The Board of Directors of Jacksonville Bancorp, Inc. (the "Company") has
constituted and established an Audit Committee (the "Audit Committee") with
authority, responsibility, and specific duties as described in this Audit
Committee Charter.
A. Composition and Meetings
The Audit Committee shall consist of three or more directors, each of
whom is independent of management and free from any relationship that, in the
opinion of the Board of Directors, as evidenced by its annual selection of
such Audit Committee members, would interfere with the exercise of independent
judgment as a Audit Committee member. Each such director shall be an
"independent director" as defined by applicable Rules of the National
Association of Securities Dealers, Inc., as such definition may be amended
from time to time. Each Audit Committee member must also be able to read and
understand fundamental financial statements (including the company's balance
sheet, income statement and cash flow statement), or become able to do so
within a reasonable time after being appointed to the Audit Committee.
Furthermore, at least one Audit Committee member must have past employment
experience in finance or accounting, requisite professional certification in
finance or accounting, or any other comparable experience or background
resulting in financial sophistication (including having been a chief executive
officer, chief financial officer or other senior officer with financial
oversight responsibilities). These requirements are intended to satisfy the
Nasdaq listing requirements relating to the composition of audit committees,
and shall be construed accordingly.
The Audit Committee shall meet at least four times annually, or more
frequently as circumstances warrant. The Audit Committee shall meet at least
once annually with management and the independent auditors to discuss any
matters that the committee or any of these groups believe should be discussed.
The Audit Committee, or the Chairman of the Committee, shall communicate with
management and the independent auditors quarterly to review the Company's
financial statements and significant findings based upon the auditors' review
procedures.
B. Mission Statement and Functions
The Audit Committee shall have access to all records of the Company,
shall perform the following functions, and shall have and may exercise such
powers as are appropriate to its purpose.
Primary Functions
The Audit Committee shall:
* Monitor the integrity of the Company's financial reporting process
and systems of internal controls regarding finance, accounting and
legal compliance.
* Monitor the independence and performance of the Company's
independent auditors.
* Provide a channel of communication among the independent auditors,
management, and the Board of Directors.
To accomplish these objectives, the Audit Committee shall have the authority
to conduct any investigation appropriate to fulfilling its responsibilities,
and it shall have direct access to the independent auditors as well as anyone
within the Company. The Audit Committee shall have the ability to retain, at
the Company's expense, special legal, accounting, or other consultants or
experts it deems necessary in the performance of its duties.
Review Procedures
The Audit Committee shall:
* Review and assess the adequacy of the Audit Committee
Charter at least annually, submit the Charter to the Board
of Directors for approval and have the Charter filed at
least once every three years in accordance with SEC
regulations.
* Review the Company's annual audited financial statements
prior to filing or distribution. Review should include
discussion with management and independent auditors of
significant issues regarding accounting principles,
practices, and judgments.
* In consultation with management and the independent
auditors, consider the integrity of the Company's financial
reporting processes and controls. Discuss significant
financial risk exposures and steps that management has taken
to monitor, control, and report such exposures.
* Discuss any significant changes to the Company's accounting
principles and any items required to be communicated by the
independent auditors in accordance with SAS 61
(Communication with Audit Committees) and SAS 90 (Audit
Committee Communications). The Chairman of the Audit
Committee may act on behalf of the Audit Committee for
purposes of this review.
A-2
Relationship to Independent Auditors
The independent auditors are ultimately accountable to the Board of
Directors and its authorized committee, the Audit Committee. The Audit
Committee shall:
* Review the independence and performance of the auditors and
annually recommend to the Board of Directors the appointment
of the independent auditors or approve any discharge of
auditors when circumstances warrant.
* Approve the fees and other significant compensation to be
paid to the independent auditors.
* Review and discuss with the independent auditors, on an
annual basis, all significant relationships that the
independent auditors have with the Company that could impair
the auditors' independence. The Audit Committee shall do so
in accordance with Independence Standards Board Statement
No. 1 and any successor statements or amendments.
* To assure its sufficiency, review the independent auditors
audit plan and discuss its scope, staffing, locations,
reliance upon management, and general audit approach.
* Prior to releasing the year end earnings, discuss the
results of the audit with the independent auditors. Discuss
matters required to be communicated with audit committees
pursuance to SAS 61, including: (a) the auditors'
responsibility under generally accepted auditing standards,
(b) significant accounting policies, (c) management
judgements and accounting estimates, (d) significant audit
adjustments, (e) other information in documents containing
audited financial statements, (f) disagreements with
managements over such matters as accounting principles,
scope of audit and disclosures, (g) consultation with other
accountants by management, (h) major issues discussed with
management prior to engagement of the auditor, and (i) any
difficulties encountered in performing the audit.
* Review with the chief financial officer of the Company and
the independent auditors the Company's quarterly financial
results prior to release of earnings or the Company's
quarterly financial statements prior to filing or
distribution.
* Consider the independent auditors' judgements about the
quality and appropriateness of the Company's accounting
principles as applied in its financial reporting, including
underlying estimates used in the preparation of the
Company's financial statements.
A-3
* Discuss with the independent auditors the clarity of the
financial disclosure practices used or proposed by the
Company.
* Inquire as to the independent auditors' views about whether
management's choices of accounting principles appear
reasonable from the perspective of income, asset and
liability recognition, and whether those principles are
common or minority practices.
Internal Audit and Legal Compliance
The Audit Committee shall:
* Review the budget, plan, activities organizational structure
and qualifications of the internal audit department, as
necessary.
* At least annually, review with the Company's legal counsel
any legal matters that could have a significant impact on
the organization's financial statements, such as investment
limits, regulatory capital requirements or limits on the
distribution of dividends, as well as the Company's
compliance with applicable laws and regulations and
inquiries received from regulators or governmental agencies.
* Review reports of the Compliance Officer covering the scope
and adequacy of the compliance program, the degree of
compliance and cooperation, and the implementation of
corrective actions (if necessary or appropriate.)
* Receive reports from management on the Bank's compliance
with Section 36 of the Federal Deposit Insurance Act and
review the basis for the reports issued with management and
the Bank's independent public accountant. The obligations
under Section 36 relate, among other things, to preparation
of an annual report to the appropriate Federal banking
agency containing annual financial statements and a report
containing a statement of management's responsibilities for
preparing financial statements, establishing and maintaining
an adequate internal control structure and procedures for
financial reporting, and compliance with laws relating to
safety and soundness, and an assessment of the effectiveness
of these internal controls and of compliance with law.
Annual Audit Committee Report to Shareholders
The Audit Committee shall prepare an Annual Audit Committee Report for
inclusion in the Company's proxy statement that accompanies the Annual Report
to shareholders. The Annual Audit Committee Report shall state:
A-4
* (1) The audit committee has reviewed and discussed the
audited financial statements with management;
* (2) The audit committee has discussed with the independent
auditors the matters required to be discussed by SAS 61
(Codification of Statements on Auditing Standards, AU Section
380), as may be modified or supplemented;
* (3) The audit committee has received the written disclosures
and the letter from the independent accountants required by
Independence Standards Board Standard No. 1 (Independence
Standards Board Standard No. 1, Independence Discussions
with Audit Committees), as may be modified or supplemented,
and has discussed with the independent accountant the
independent accountant's independence; and
* (4) Based on the review and discussions of the preceding
items, the Audit Committee recommended to the Board of
Directors that the audited financial statements be included
in the company's Annual Report on Form 10-K.
The name of each member of the Audit Committee shall be set out at the end of
the Annual Audit Committee Report.
Other Responsibilities
The Audit Committee shall:
* Perform any other activities consistent with this Charter,
the Company's Articles of Incorporation and Bylaws and
applicable law and as the Board of Directors deems
necessary.
* Maintain minutes of its meetings and periodically report to
the Board of Directors of the Company on significant results
of the Audit Committee's activities. All meetings of the
Audit Committee shall be held pursuant to the Bylaws of the
Company with regard to notice and waiver thereof.
Adopted by Audit Committee
as of June 13, 2000
Approved by Board of Directors
as of June 13, 2000
A-5
EXHIBIT 1
Definition of "Independent Director" as found in Rule 4200 of the National
Association of Securities Dealers, Inc., as approved by the Securities and
Exchange Commission, Release No. 34-42231 (December 14, 1999).
(15) "Independent director" means a person other than an officer or
employee of the company or its subsidiaries or any other individual
having a relationship which, in the opinion of the company's board of
directors, would interfere with the exercise of independent judgment in
carrying out the responsibilities of a director. The following persons
shall not be considered independent:
(a) a director who is employed by the corporation or any of its
affiliates for the current year or any of the past three years;
(b) a director who accepts any compensation from the corporation or any
of its affiliates in excess of $60,000 during the previous fiscal year,
other than compensation for board service, benefits under a
tax-qualified retirement plan, or non-discretionary compensation;
(c) a director who is a member of the immediate family of an individual
who is, or has been in any of the past three years, employed by the
corporation or any of its affiliates as an executive officer. Immediate
family includes a person's spouse, parents, children, siblings,
mother-in-law, father-in-law, brother-in-law, sister-in-law, son-in-law,
daughter-in-law, and anyone who resides in such person's home;
(d) a director who is a partner in, or a controlling shareholder or an
executive officer of, any for-profit business organization to which the
corporation made, or from which the corporation received, payments
(other than those arising solely from investments in the corporation's
securities) that exceed 5% of the corporation's or business
organization's consolidated gross revenues for that year, or $200,000,
whichever is more, in any of the past three years;
(e) a director who is employed as an executive of another entity where
any of the company's executives serve on that entity's compensation
committee.
A-6
REVOCABLE PROXY
JACKSONVILLE BANCORP, INC.
This Proxy is Solicited on Behalf of the Board of Directors of
Jacksonville Bancorp, Inc. for Use Only at the Annual Meeting of Stockholders
to Be Held on January 23, 2001 and at Any Adjournment Thereof.
The undersigned hereby appoints the Board of Directors of the Company,
or any successors thereto, as proxies, with full powers of substitution, to
vote the shares of the undersigned at the Annual Meeting of Stockholders of
the Company to be held at the Norman Activity Center, located at 526 East
Commerce Street, Jacksonville, Texas, on January 23, 2001, at 10:00 a.m.,
Central Time, or at any adjournment thereof, with all the powers that the
undersigned would possess if personally present, as specified on the reverse
side.
The Board of Directors recommends that you vote FOR the Board of
Directors' nominees listed on the reverse side and FOR Proposal 2. You are
encouraged to specify your choices by marking the appropriate boxes on the
reverse side, but you need not mark any boxes if you wish to vote in
accordance with the Board of Directors' recommendations. This proxy may not be
voted for any person who is not a nominee of the Board of Directors of the
Company. This Proxy May Be Revoked at Any Time Before it is Exercised.
Shares of common stock of the Company will be voted as specified. If No
Specification is Made, Shares Will Be Voted FOR the Election of the Board of
Directors' Nominees to the Board of Directors, FOR Proposal 2, and Otherwise
at the Discretion of the Proxies.
(Continued and to be signed on the reverse side)
------------------------------------------------------------------------------
^ FOLD AND DETACH HERE ^
Please mark your
votes as indicated
in this example [X]
1. Election of Directors
____ FOR all nominees ____ WITHHOLD AUTHORITY
(Except as marked to the to vote for all nominees
contrary below) named below
Nominees for three-year term: Ray W. Beall and Robert F. Brown
(Instruction: To withhold authority to vote for any individual nominee,
write that nominee's name in the space provided below.)
_______________________________________________________________________________
2. Proposal to ratify the appointment of Henry & Peters, P.C. as
independent public accountants for the Company for fiscal year 2001.
____ FOR ____ AGAINST ____ ABSTAIN
In its discretion the directors are authorized to vote upon such other
business as may properly come before the Annual Meeting.
The undersigned hereby acknowledges receipt of the Notice of Annual
Meeting of Stockholders of Jacksonville Bancorp, Inc., called for January 23,
2001, a Proxy Statement for the Annual Meeting and the Annual Report to
Stockholders.
Dated: _________________________
______________________________
______________________________
Signature(s)
Please Sign Exactly as Your Name(s) Appear(s) on this Proxy. Only One
Signature is Required in the Case of Joint Account. When Signing in a
Representative Capacity, Please Give Title.
PLEASE MARK, SIGN, DATE AND PROMPTLY RETURN THIS PROXY CARD USING THE ENCLOSED
ENVELOPE.
------------------------------------------------------------------------------
^ FOLD AND DETACH HERE ^
