SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange
Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12
CONSUMERS BANCORP, INC.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement if other than 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)(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:___________________________________
CONSUMERS BANCORP, INC.
614 East Lincoln Way
P.O. Box 256
Minerva, Ohio 44657
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
September 1, 1999
To our Shareholders:
Notice is hereby given that the Annual Meeting of Shareholders of
Consumers Bancorp, Inc. will be held at the main offices of
Consumers National Bank, 614 East Lincoln Way, Minerva, Ohio, on
Wednesday, September 15, 1999, at 7:00 p.m., for the following
purposes:
1. To elect three directors, each to serve for a three-year term
expiring in 2002.
2. For the transaction of any other business that may properly come
before the meeting or any adjournment thereof.
Shareholders of record at the close of business on August 14, 1999,
shall be entitled to notice of and to vote at the meeting and any
adjournment thereof.
By Order of the Board of Directors
/s/ Mark S. Kelly
MARK S. KELLY
President
Chief Executive Officer
Minerva, Ohio
September 1, 1999
WE URGE YOU TO SIGN AND RETURN THE ENCLOSED PROXY AS PROMPTLY AS
POSSIBLE WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING IN PERSON.
IF YOU ATTEND THE MEETING AND SO DESIRE, YOU MAY WITHDRAW YOUR PROXY
BY GIVING A WRITTEN NOTICE OF REVOCATION AND VOTE IN PERSON.
CONSUMERS BANCORP, INC.
614 East Lincoln Way
P.O. Box 256
Minerva, Ohio 44657
PROXY STATEMENT
GENERAL INFORMATION
This Proxy Statement is furnished in connection with the
solicitation of proxies by the Board of Directors of Consumers
Bancorp, Inc. (the "Company") for use at the Annual Meeting of
Shareholders to be held at the main offices of Consumers National
Bank, 614 East Lincoln Way, Minerva, Ohio, on Wednesday, September
15, 1999, at 7:00 p.m.
This Proxy Statement and the accompanying proxy are first being
mailed to shareholders on or about September 1, 1999. It is
contemplated that solicitation of proxies generally will be by use
of the mails. However, solicitation may also be made by telephone,
telegraph or facsimile by officers or employees of the Company or by
officers or employees of Consumers National Bank (the "Bank"). The
cost of such solicitation will be borne by the Company.
Shareholders of record at the close of business on August 14, 1999,
are entitled to notice of and to vote at the meeting. As of August
14, 1999, 715,745 shares of the Company's common stock, no par
value, were issued and outstanding. Each shareholder will be
entitled to one vote for each share of common stock registered in
his or her name on the books of the Company on the close of business
on August 14, 1999 on all matters that come before the meeting.
Proxies solicited by the Board of Directors will be voted in
accordance with the directions given therein. Where no instructions
are provided, all properly executed proxies will be voted (1) for
the election of the nominees for director listed below, and (2) at
the discretion of the holders of the proxies, in the transaction of
such other business that may properly come before the meeting or any
adjournment thereof.
A proxy may be revoked at any time before exercise by written notice
to the Company bearing a later date than the proxy, by submission of
a later dated proxy, or by voting in person at the meeting. Any
written notice revoking a proxy should be sent to Mrs. Theresa Gill,
Administrative Officer and Corporate Secretary, Consumers National
Bank, P.O. Box 256, Minerva, Ohio 44657.
ELECTION OF DIRECTORS
The Code of Regulations of the Company provides that the Board of
Directors shall be composed of not less than nine nor more than 15
persons. At present, the number of directors is fixed at 11.
However, the Board of Directors has reduced the number of directors
to ten effective as of the date of the meeting. The Articles of
Incorporation of the Company provide that the Board of Directors be
divided into three classes as nearly equal in number as possible
with the term of office of only one class expiring each year.
General
At each annual meeting of shareholders, directors chosen to succeed
those whose terms have expired are elected for a term of office
expiring at the third succeeding annual meeting of shareholders
after their election. The Company currently has 11 directors, with
four directors in Class II with terms expiring in 1999, three
directors in Class III with terms expiring in 2000 and four
directors in Class I with terms expiring in 2001. The Board of
Directors took action on June 23, 1999 in accordance with Article
II(a) of the Company's Code of Regulations to decrease the size of
the Board of Directors of the Company by one person. After the
meeting, the Company will have ten directors, with four directors in
Class I, three directors in Class II and three directors in Class
III.
Election of Directors in Class II
The terms of office of Mark S. Kelly, Laurie Lee McClellan, John
Morris and David W. Johnson, the four directors in Class II who are
currently serving as members of the Board of Directors, will expire
at the 1999 Annual Meeting of Shareholders upon the election and
qualification of their successors. Mr. Kelly, Ms. McClellan and Mr.
Johnson have been renominated by the Board of Directors to serve
additional three year terms. John Morris has not been renominated
for re-election as a director. Under Article II(c) of the Company's
Code of Regulations, shareholders desiring to nominate a candidate
for election as a director must deliver written notice to the
Secretary of the Company not less than 45 days in advance of the
corresponding date for the date of the preceding year's annual
meeting of shareholders. The notice must set forth (1) the name and
address of the shareholder who intends to make the nomination and of
the person or persons to be nominated; (2) a representation that the
shareholder is a holder of record of common stock of the Company
entitled to vote at the meeting and intends to appear in person or
by proxy at the meeting to nominate the person or persons specified
in the notice; (3) a description of all arrangements or
understandings between the shareholder and each nominee and any
other persons pursuant to which the nomination or nominations are to
be made by the shareholder; and (4) the consent of each nominee to
serve as a director of the Company if so elected. No additional
nominations have been received for the meeting.
Additional information concerning Mr. Kelly, Ms. McClellan, and Mr.
Johnson and the directors and executive officers of the Company is
provided below. The Board of Directors and Management recommend
that you vote FOR the election of such nominees as Class II
directors of the Company.
The three nominees for director of the Company receiving the most
votes will be elected as directors. Shares as to which authority to
vote is withheld, abstentions and shares not voted by brokers or
other entities holding shares on behalf of beneficial owners will
not be counted and will have no effect on the outcome of the
election.
Shareholders have the right to vote cumulatively in the election of
directors. In order to exercise the right to vote cumulatively, a
shareholder must give written notice to the President, a Vice
President or the Secretary of the Company not less that 48 hours
before the time fixed for the meeting and the shareholder's demand
for cumulative voting must be announced at the commencement of the
meeting by or on behalf of the shareholder. If cumulative voting is
elected, a shareholder may cast as many votes in the election of
directors as the number of directors to be elected multiplied by the
number of shares held. The votes may be distributed to one nominee
or among as many nominees as the shareholder desires.
It is intended that shares of common stock represented by the
accompanying proxy will be voted FOR the election of the nominees,
unless contrary instructions are indicated as provided on the proxy
card. (If you do not wish your shares to be voted for particular
nominees, please so indicate on the proxy card.) If one or more of
the nominees should at the time of the meeting be unavailable or
unable to serve as a director, the shares represented by the proxies
will be voted to elect the remaining nominees and any substitute
nominee or nominees designated by the Board of Directors. The Board
of Directors knows of no reason why any of the nominees will be
unavailable or unable to serve. At this time it is not known
whether there will be cumulative voting for the election of
directors at the meeting. If any shareholder properly demands
cumulative voting for the election of directors at the meeting, your
proxy will give the individuals named on the proxy full discretion
and authority to vote cumulatively and in their sole discretion to
allocate votes among any or all of the nominees, unless authority to
vote for any or all of the nominees is withheld.
DIRECTORS AND EXECUTIVE OFFICERS
The following table sets forth certain information as to each person
who is a nominee or who currently serves as a director or executive
officer of the Company or the Bank.
<TABLE>
<CAPTION>
Name Age Principal Occupation Positions Held Served as Term
During Past Five Years with the Company Director Since to Expire
or the Bank
<S> <C> <C> <C> <C> <C>
Mark S. Kelly 49 President of Consumers Director 1984 1999
National Bank and President
Consumers Bancorp, Inc. Chief Executive
Officer
Laurie L. 46 Radiologic - Technologist Director 1987 1999
McClellan Chairman of Consumers Chairman
National Bank and
Consumers Bancorp, Inc.
David W. Johnson 39 Corporate President of Director 1997 1999
Summitville Tile, Salem,
Ohio
John D. Morris 49 Attorney Director 1987 1999
Thomas M. 50 Owner of Kishman's IGA, Director 1995 2000
Kishman Minerva, Ohio
Harry W. Schmuck 84 Retired Attorney Director 1968 2000
Homer R. Unkefer 84 Corporate President of Director 1965 2000
Homer R. Unkefer, Inc.,
Minerva, Ohio
James R. Kiko Sr. 55 Russ Kiko Assoc., Inc., Director 1997 2001
Paris, Ohio
John P. Furey 42 Corporate President of Director 1995 2001
Furey's Wheel World, Inc.,
Malvern, Ohio
J.V. Hanna 75 Vice President of Director 1965 2001
Consumers National Bank Vice President
and Consumers Bancorp,
Inc.
Walter J. Young 76 Vice President of Director 1981 2001
Consumers National Bank Vice President
and Consumers Bancorp,
Inc.
</TABLE>
Laurie Lee McClellan is the daughter of retired director, Romain F.
Fry. Directors Morris and Schmuck are in practice as attorneys. In
the ordinary course of business, the Company has retained the legal
services of Mr. Morris and Mr. Schmuck in the past and may retain
Mr. Schmuck's services in the future. Management is not aware of
any other directorship in a bank with a class of securities
registered pursuant to Section 12 of the Securities Exchange Act of
1934, or any publicly registered company.
THE BOARD OF DIRECTORS AND
ITS COMMITTEES
The Board of Directors conducts its business through meetings of the
Board and its committees. The Company held seven Board of Directors
meetings while the bank held 12 regular meetings and six special
meetings during the fiscal year 1999. All directors attended at
least 75% of these meetings and meetings of committees of which they
were a member.
Directors are compensated for the number of bank meetings which they
attend and committee meetings attended. Compensation for attendance
at a bank meeting is $600 per meeting with committee meeting
attendance fees ranging from $50 for special committee meetings to
$150 for Executive Committee meetings. Directors were paid a total
of $178,945 for all monthly and committee meetings attended during
the fiscal year ended June 30, 1999.
The Bank has an Audit Committee, Loan Committee, Asset/Liability
Committee, Compliance Committee, Technology & Services Committee,
and Executive Committee.
The Audit Committee is comprised of the following Board members:
Chairman Thomas M. Kishman, Laurie L. McClellan, Homer R. Unkefer,
J.V. Hanna, John P. Furey, and Walter J. Young. The function of
the Audit Committee is to review all internal and external audit
reports and procedures and to make recommendations to management as
they see fit. During the fiscal year 1999, the Audit Committee met
eight times.
The Loan Committee is comprised of Chairman, Mark S. Kelly, Walter
J. Young, J.V. Hanna, Homer R. Unkefer, John P. Furey, and Laurie L.
McClellan. The Loan Committee reviews loan requests, including
exceptions and loans exceeding an individual loan officers
authority. The Loan Committee met 52 times during the fiscal year
1999.
The Asset/Liability Committee is comprised of Chairman, J.V. Hanna,
Mark S. Kelly, Laurie L. McClellan, John P. Furey, and Thomas M.
Kishman. The Investment Committee reviews the Bank's investment
strategy and portfolio. During the fiscal year 1999, it met 12
times.
The Compliance Committee is comprised of various management and
support personnel. Mark S. Kelly and Laurie L. McClellan serve in
an advisory capacity to this committee which reviews needed
compliance policies and procedures. The purpose of this committee
is to prepare, monitor, educate, and assure the continued adherence
to various compliance laws and issues. The Compliance Committee
held no meetings during the fiscal year 1999.
The Technology & Services Committee is comprised of various
management and support personnel with the following directors as
members: Mark S. Kelly, Laurie L. McClellan, John P. Furey, and
Thomas M. Kishman. The function of the committee is to review
products, technical developments, and equipment purchases. During
the fiscal year 1999, the committee met 13 times.
The Executive Committee reviews various executive compensation areas
and Board organization issues. This committee is comprised of
Chairperson, Laurie L. McClellan, Walter Young, J.V. Hanna, Harry
Schmuck, and John P. Furey. The Executive Committee held 13
meetings during the fiscal year 1999.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT
Security Ownership of Certain Beneficial Owners
Under Section 13(d) of the Securities Exchange Act of 1934 and the
rules promulgated thereunder, a beneficial owner of a security is
any person who directly or indirectly has or shares voting power or
investment power over such security. Such beneficial owner under
this definition need not enjoy the economic benefit of such
securities. To the knowledge of management, the only shareholders
(or group as that term is used in Section 13(d)(3)) deemed to be
beneficial owners of 5% or more of the common stock of the Company
as of June 30, 1999 are as follows:
Name and Address of Amount and Nature of
Beneficial Owner Beneficial Ownership Percent of Class
Romain F. Fry 143,223 20.01%
1012 E. First Street
Minerva, Ohio 44657
J.V. Hanna 47,980 6.70%
208 Lindimore Street
Minerva, Ohio 44657
Security Ownership of Management
The following table shows the beneficial ownership of the common
stock of the Company as of June 30, 1999 for each nominee, director
and executive officer of the Company and for all directors, nominees
and executive officers as a group.
Name of Beneficial Owner Amount and Nature of Percent of Class
Beneficial Ownership*
Mark S. Kelly 6,328(1) .88%
Laurie L. McClellan 6,747(2) .94%
David W. Johnson 3,364 .47%
Thomas M. Kishman 2,192(3) .31%
Harry W. Schmuck 6,048(4) .84%
Homer R. Unkefer 31,508(5) 4.40%
James R. Kiko Sr. 946 .13%
John P. Furey 4,297 .60%
J.V. Hanna 47,980(6) 6.70%
Walter J. Young 24,979(7) 3.49%
John D. Morris 1,050 .15%
All directors, nominees
and executive officers as a
group (12 persons) 135,689 18.96%
*Note: The amounts set forth include shares owned by spouses, minor
children and other persons whose share ownership is to be aggregated
under the beneficial ownership rules of the Securities & Exchange
Commission.
(1) Director Kelly has no shared voting or investment power as to 78
shares owned by his wife, B.J. Kelly.
(2) Director McClellan has no shared voting or investment power as
to 525 shares owned by her husband, Walter McClellan.
(3) Director Kishman has no shared voting or investment power as to
400 shares owned by his wife, Janice Kishman.
(4) Director Schmuck has shared voting and investment power as to
900 shares as to his being named Custodian for Gwinevere and Michael
Schmuck.
(5) Director Unkefer has no shared voting or investment power as to
15,754 shares owned by his wife, Frances Unkefer.
(6) Director Hanna has no shared voting or investment power as to
11,652 shares owned by his wife, Esther K. Hanna.
(7) Director Young has shared voting and investment power as to
23,395 shares owned jointly with his wife, Dona H. Young.
EXECUTIVE COMPENSATION
The following table shows the cash compensation and certain other
compensation paid or accrued by the Company or the Bank for the
fiscal years ended June 30, 1997, 1998 and 1999 to Mark S. Kelly,
President and Chief Executive Officer of the Company and the Bank.
No other executive officer of the Company or the Bank received
compensation for services to the Company or the Bank during the last
three fiscal years in excess of $100,000.
<TABLE>
Summary Compensation Table
<CAPTION>
Long-Term Compensation
Annual Compensation Awards Payouts
-------------------------------------- ------ ------------------
Securities
Name and Restricted Underlying
Principal Other Annual Stock Options/ LTIP All Other
Position Year Salary($) Bonus($) Compensation($) Awards(s) SAR(s)($) Payouts($) Compensation($)(2)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Mark S. Kelly 1999 161,232(1) $13,025 $12,400 $6,448
President and Chief 1998 155,295(1) 2,447 12,000 4,302
Executive Officer 1997 119,820(1) 53,500 12,050 7,128
<FN>
(1) Total salary includes Mr. Kelly's car allowance which was $642
in 1998, $795 in 1997 and $934 in 1996.
(2) Represents amounts contributed to Mr. Kelly in connection with
the Consumers National Bank 401(k) Savings and Retirement Plan &
Trust.
</FN>
</TABLE>
Under the Consumers National Bank 401(k) Savings and Retirement Plan
& Trust (the 401(k) Plan) as in effect during 1999, the Bank's Board
of Directors has the discretion and authority to determine the
amount to be contributed to the 401(k) Plan. The 401(k) Plan is
administered by the Bank. Each participant in the 401(k) Plan has
credited to his benefit account a maximum of 4.0% of his annual
salary, provided he has voluntarily contributed a like amount. The
401(k) Plan states that each participant shall be fully vested in
the 401(k) Plan immediately upon contribution. Benefits under the
401(k) Plan cannot be estimated for the participants, because the
benefits are based upon future earnings of the Bank and future
compensation of the participants. Part of the funds in the 401(k)
Plan are vested in the participants therein in accordance with the
401(k) Plan. An eligible participant is one who has completed one
year of service, works 1,000 hours per year, and has attained the
age of 21. At the time of retirement, death, disability or other
termination of employment, a participant is eligible to receive a
distribution of all vested amounts credited to his or her account in
either a single lump sum payment or a series of substantially equal
installment payments over a period not longer than the joint life
expectancy of the participant and beneficiary. The aggregate total
of participant contributions and matching contributions of the Bank
on behalf of the officers and directors as defined above for the
fiscal year 1999 was $64,440 The trustees of the 401(k) Plan are
Mark S. Kelly and Laurie L. McClellan.
In September, 1995, the Board of Directors adopted a Salary
Continuation Plan (the Salary Continuation Plan) to encourage Bank
executives (Assistant Vice-Presidents and above) to remain employees
of the Bank. The Salary Continuation Plan provides additional
retirement and spousal survivorship benefits for those executives
who have attained age 40 and have at least five years of service.
The Salary Continuation Plan provides a participant or a surviving
spouse upon retirement or death with fifteen years of income
payments equal to 70% of the employee's base pay at the time of
termination. The amount of base pay is limited to the lesser of the
preceding year's annual base salary prior to termination or the
annual base salary at the inception of the agreement with the
employee plus 3.5% annual inflation. Benefits under the Salary
Continuation Plan are reduced for primary social security benefits,
other Bank benefit programs, and the maximum annuitized benefits
from Bank contributions made under the 401(k) Plan, which assumes
that the executive had been contributing an amount sufficient to
maximize the Bank's matching provisions of the 401(k) Plan. Vesting
in the Salary Continuation Plan commences at age 50 and is prorated
until age 65. However, vesting is 100% upon the death of the
executive, assuming that they were insurable. Otherwise, benefits
cease at death. The benefit amount is determined using an 8.5%
discount factor, compounded monthly. For the year ended June 30,
1999, approximately $75,100 has been charged to expense.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Based solely upon a review of Forms 3 and 4 furnished to Consumers
Bancorp, Inc. pursuant to Rule 16a-3(e) during the fiscal year ended
June 30, 1999 and Forms 5 furnished to the Company during the fiscal
year ended June 30, 1999, the following reports required under
Section 16(a) of the Securities Exchange Act of 1934, as amended,
were not filed on a timely basis: a Form 3 filing for Paula J.
Meiler (with respect to employment date) and a Form 4 filing for
David W. Johnson (with respect to the acquisition of common shares).
TRANSACTIONS WITH OFFICERS AND DIRECTORS
Directors and officers of the Company and the Bank and their
associates are customers of the Bank in the ordinary course of
business. Continued transactions with these persons may be expected
to take place in the future. In the ordinary course of business,
loans are made to officers and directors on substantially the same
terms as those prevailing at the same time for comparable
transactions with unrelated third parties. Such loans do not, and
will not, involve more than the normal risk of collectability or
present other unfavorable features.
LEGAL MATTERS
There are no pending legal proceedings other than routine litigation
in the ordinary course of business. The Bank is engaged in
litigation involving the collection of past due accounts. There is
not presently any litigation pending in which the Company and/or the
Bank is a defendant. The Board of Directors has engaged the law
firm of Dinsmore & Shohl LLP to serve as the Company's legal
counsel.
INDEPENDENT PUBLIC ACCOUNTANTS
Based on recommendation of the Audit Committee, the Board of
Directors engaged the accounting firm of Crowe Chizek and Company
LLP to serve as independent certified public accountants for the
Company for the fiscal year ended June 30, 1999. Crowe Chizek &
Company LLP has served as independent public accountants for the
Company since 1999. One or more representatives of Crowe Chizek &
Company LLP are expected to be present at the meeting with any
opportunity to make a statement if they desire to do so and to be
available to respond to appropriate questions.
SHAREHOLDER PROPOSALS
Proposals of shareholders intended to be presented at the 2000
Annual Meeting of Shareholders must be received by the Company by
May 18, 2000 for inclusion in the Company's proxy materials relating
to the 2000 Annual Meeting of Shareholders.
ANNUAL REPORT
A copy of the Company's Annual Report to Shareholders for the fiscal
year ended June 30, 1999 is being mailed to each shareholder with
this Proxy Statement. Upon written request of any shareholder of
record of the Company, the Company will provide, without charge, a
copy of its Annual Report on Form 10-K, including the financial
statements and schedules thereto, as filed with the Securities and
Exchange Commission, for the period ended June 30, 1999. All
requests must be in writing and directed to Mrs. Theresa Gill,
Administrative Officer and Corporate Secretary, Consumers National
Bank, P.O. Box 256, Minerva, Ohio 44657.
OTHER BUSINESS
The Board of Directors is not aware of any business to be addressed
at the meeting other than those matters described above in this
Proxy Statement. However, if any other matters should properly come
before the meeting, it is intended that the common shares
represented by proxies will be voted with respect thereto in
accordance with the judgment of the person or persons voting the
proxies.
BY ORDER OF THE BOARD OF DIRECTORS
/S/ Laurie L. McClellan /s/ Mark S. Kelly
Laurie L. McClellan, Chairman Mark S. Kelly, President
CONSUMERS BANCORP, INC.
614 East Lincoln Way
P.O. Box 256
Minerva, Ohio 44657
PROXY FOR ANNUAL MEETING OF SHAREHOLDERS
SEPTEMBER 15, 1999
This Proxy is solicited on behalf of the Board of Directors.
The undersigned shareholder of Consumers Bancorp, Inc. (the
Company), 614 East Lincoln Way, Minerva, Ohio, hereby appoints
Thomas M. Kishman, Harry W. Schmuck, and John P. Furey or any one
of them (each with full power to act alone), as attorneys and
proxies for the undersigned, with full power of substitution, to
vote all shares of common stock of the Company that the undersigned
is entitled to vote at the Annual Meeting of Shareholders to be held
on September 15, 1999 at 7:00 p.m. or at any adjournment thereof,
with all the powers the undersigned would possess if personally
present, such proxies being directed to vote as specified below and
in their discretion on any other business that may properly come
before the meeting:
1. To elect the following nominees to the Board of Directors for
three year terms expiring in 2002:
Mark S. Kelly
Laurie L. McClellan
David W. Johnson
___ FOR the election of all nominees
___ FOR, EXCEPT WITHHOLD AUTHORITY to vote for the following
nominees:
____ WITHHOLD AUTHORITY for all nominees
2. In their discretion, to act upon such other business that may
properly come before the meeting.
The Board of Directors recommends a vote FOR the election of the
named nominees. Please make an X in one of the spaces provided under
each proposal.
This Proxy will be voted: (1) as directed on that matters listed
above; (2) in accordance with the directors' recommendation where a
choice is not specified; and (3) in accordance with the judgment of
the proxies on any other business that may properly come before the
meeting or any adjournment thereof.
The undersigned reserves the right to revoke this Proxy at any time
prior to the Proxy being voted at the meeting. The Proxy may be
revoked by delivering a signed revocation to the Company at any time
prior to the meeting, by submitting a later-dated Proxy, or by
attending the meeting in person and casting a ballot. The
undersigned hereby revokes any proxy previously given to vote such
shares at the meeting.
____________________ Signature(s) of Shareholder
Dated: , 1999
____________________ Signature(s) of Shareholder
Please sign this Proxy as your name appears on your stock
certificate(s). ALL JOINT OWNERS MUST SIGN.
When signing as attorney, executor, administrator, trustee, guardian
or corporate officer, please give your full title.
Please complete, sign, date and mail this Proxy promptly in the
enclosed envelope.
