<PAGE> 1
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:
<TABLE>
<S> <C>
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
</TABLE>
FNB 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] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(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
FNB BANCSHARES, INC.
217 NORTH GRANARD STREET
GAFFNEY, SOUTH CAROLINA 29341
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
Dear Fellow Shareholder:
We cordially invite you to attend the 2000 Annual Meeting of
Shareholders of FNB Bancshares, Inc., the holding company for First National
Bank of the Carolinas. At the meeting, we will report on our performance in 1999
and answer your questions. We are excited about our accomplishments in 1999 and
look forward to discussing both our accomplishments and our plans with you. We
hope that you can attend the meeting and look forward to seeing you there.
This letter serves as your official notice that we will hold the
meeting on Tuesday, April 25, 2000 at 5:30 p.m. at our offices at 217 North
Granard Street, Gaffney, South Carolina for the following purposes:
1. To elect three members to the board of directors; and
2. To transact any other business that may properly come before
the meeting or any adjournment of the meeting.
Shareholders owning our common stock at the close of business on March
1, 2000 are entitled to attend and vote at the meeting. A complete list of these
shareholders will be available at the company's offices prior to the meeting.
Please use this opportunity to take part in the affairs of your company
by voting on the business to come before this meeting. Even if you plan to
attend the meeting, we encourage you to complete and return the enclosed proxy
to us as promptly as possible.
By order of the board of directors,
/s/ V. Stephen Moss
President and Chief Executive Officer
March 27, 2000
Gaffney, South Carolina
<PAGE> 3
FNB BANCSHARES, INC.
217 NORTH GRANARD STREET
GAFFNEY, SOUTH CAROLINA 29341
PROXY STATEMENT FOR ANNUAL MEETING OF
SHAREHOLDERS TO BE HELD ON APRIL 25, 2000
Our board of directors is soliciting proxies for the 2000 Annual
Meeting of Shareholders. This proxy statement contains important information for
you to consider when deciding how to vote on the matters brought before the
meeting. We encourage you to read it carefully.
VOTING INFORMATION
The board set March 1, 2000 as the record date for the meeting.
Shareholders owning our common stock at the close of business on that date are
entitled to attend and vote at the meeting, with each share entitled to one
vote. There were 616,338 shares of common stock outstanding on the record date.
A majority of the outstanding shares of common stock represented at the meeting
will constitute a quorum. We will count abstentions and broker non-votes, which
are described below, in determining whether a quorum exists.
When you sign the proxy card, you appoint V. Stephen Moss and John
Hobbs as your representatives at the meeting. Mr. Moss and Mr. Hobbs will vote
your proxy as you have instructed them on the proxy card. If you submit a proxy
but do not specify how you would like it to be voted, Mr. Moss and Mr. Hobbs
will vote your proxy for the election to the board of directors of all nominees
listed below under "Election Of Directors." We are not aware of any other
matters to be considered at the meeting. However, if any other matters come
before the meeting, Mr. Moss and Mr. Hobbs will vote your proxy on such matters
in accordance with their judgment.
You may revoke your proxy and change your vote at any time before the
polls close at the meeting. You may do this by signing and delivering another
proxy with a later date or by voting in person at the meeting.
Brokers who hold shares for the accounts of their clients may vote
these shares either as directed by their clients or in their own discretion if
permitted by the exchange or other organization of which they are members.
Proxies that brokers do not vote on some proposals but that they do vote on
others are referred to as "broker non-votes" with respect to the proposals not
voted upon. A broker non-vote does not count as a vote in favor of or against a
particular proposal for which the broker has no discretionary voting authority.
In addition, if a shareholder abstains from voting on a particular proposal, the
abstention does not count as a vote in favor of or against the proposal.
We are paying for the costs of preparing and mailing the proxy
materials and of reimbursing brokers and others for their expenses of forwarding
copies of the proxy materials to our shareholders. Our officers and employees
may assist in soliciting proxies but will not receive additional compensation
for doing so. We are distributing this proxy statement on or about March 27,
2000.
PROPOSAL NO. 1: ELECTION OF DIRECTORS
The board of directors is divided into three classes with staggered
terms, so that the terms of only approximately one-third of the board members
expire at each annual meeting. The current terms of the Class II directors will
expire at the meeting. The terms of the Class III directors expire at the 2001
Annual Shareholders Meeting. The terms of the Class I directors will expire at
the 2002 Annual Shareholders Meeting. Our directors and their classes are:
3
<PAGE> 4
<TABLE>
<CAPTION>
<S> <C> <C>
Class I Class II Class III
Barry L. Hamrick Richard D. Gardner Haskell D. Mallory
Harold D. Pennington, Jr. Harold D. Pennington, Sr. Bill H. Mason
Heyward W. Porter V. Stephen Moss
</TABLE>
Shareholders will elect three nominees as Class II directors at the
meeting to serve a three-year term, expiring at the 2003 Annual Meeting of
Shareholders. The directors will be elected by a plurality of the votes cast at
the meeting. This means that the three nominees receiving the highest number of
votes will be elected.
The board of directors recommends that you elect Richard D. Gardner,
Harold D. Pennington, Sr., and Hayward W. Porter as Class II directors.
If you submit a proxy but do not specify how you would like it to be
voted, Mr. Moss and Mr. Hobbs will vote your proxy to elect Mr. Gardner, Mr.
Pennington, and Mr. Porter. If any of these nominees is unable or fails to
accept nomination or election (which we do not anticipate), Mr. Moss and Mr.
Hobbs will vote instead for a replacement to be recommended by the board of
directors, unless you specifically instruct otherwise in the proxy.
Set forth below is certain information about the nominees. Each of the
nominees is also an organizer and director of our subsidiary, First National
Bank of the Carolinas:
DR. RICHARD D. GARDNER, 49, who is a Class II director, is a native of
Tennessee and practices orthopedic surgery with the Carolina Sports Medicine and
Orthopedic Clinic in Gaffney. A retired Army Colonel, Dr. Gardner is a Rotarian
and member of the Gaffney Chamber of Commerce. He is the immediate past chair
for the South Carolina Medical Association's Medical Aspects of Sports
Committee.
HAROLD D. PENNINGTON, SR., 57, who is a Class II director, is a native
of Blacksburg, South Carolina. He graduated from Clemson University in 1965 with
a Bachelor of Science degree in Textile Management. He is president and co-owner
of Weavetec, Inc., vice president and co-owner of Carolina Machinery Sales,
Inc., and co-owner of Cherokee Building Supply, Inc. He was a member of the
Blacksburg Housing Authority Board for approximately five years, and served in
the South Carolina Guard for six years. He is the father of Harold D.
Pennington, Jr.
HEYWARD W. PORTER, 74, who is a Class II director, was born and raised
in Blacksburg, South Carolina. Mr. Porter is founder of Porter's Electric Motor
Service, Inc. where he currently serves as president. He served as an advisory
board member of Bank of Gaffney and SCN Bank (now Wachovia) for 14 years and
served as mayor of Blacksburg, South Carolina from 1964 to 1966. He formerly
served as an advisory board member for both the Salvation Army and Boys Club of
Cherokee County. He is a former member of the Cherokee Sertoma Club and is a
Shriner.
Set forth below is information about each our other directors and each
of our executive officers. Each director is also an organizer and a director of
the First National Bank of the Carolinas.
THOMAS W. HALE, 53, who is the bank's chief credit officer, has over 25
years experience in banking. He is a graduate of the University of Florida where
he received a Bachelor of Science in Business Administration in 1969. He is also
a 1991 graduate of American Banker's Association Stonier Graduate School of
Banking and Bank Management Institute, Advanced Commercial Lending Course at the
University of Buffalo. Mr. Hale began his banking career at Florida Federal
Savings Bank, working in numerous staff and line positions, reaching the title
of area vice president. He then held the position of vice president/senior
lending officer for First National Bank of Clearwater, Florida. Most recently he
was vice president/relationship manager with Key Bank of New York. He is former
chairman of the Better Business Bureau, has been a Rotarian, and has held
various officer positions with numerous civic and community organizations. He
has taught "Analyzing Financial Statements" for the American Banker's
Association.
4
<PAGE> 5
BARRY L. HAMRICK, 54, who is a Class I director, is a resident of
Cherokee County and is president of Hamrick's, Inc., a family owned business
comprised of garment manufacturing and retail clothing stores. He is a member of
the Cherokee County Community Foundation Board and the Renaissance Board and is
a former member of the Limestone College Board of Trustees and the NationsBank
Advisory Board.
JOHN W. HOBBS, 37, who is our bank's chief financial officer, is a
native of South Carolina. He is a graduate of the University of South Carolina
with a Bachelors of Science in Accounting. Mr. Hobbs began his career at the
public accounting firm of KPMG, Peat Marwick in Greenville, South Carolina. He
then held the position of vice president/controller at Standard Federal Savings
Bank in Columbia, South Carolina. Most recently he was the vice
president/general auditor for First United Bancorporation in Anderson, South
Carolina.
HASKELL D. MALLORY, 56, who is a Class III director, is a native of
Spartanburg, South Carolina and has been in the manufacturing business since
1974. In 1987, Mr. Mallory became co-owner of Weavetec, Inc., a manufacturer of
woven textiles for home and industry. He is also co-owner of Carolina Machinery
Sales, Inc. Mr. Mallory served six years in the U.S. Army as a chief warrant
officer and helicopter pilot.
BILL H. MASON, 56, who is a Class III director, is a native of
Tennessee and the founder and owner of Bill Mason Enterprises, which owns and
operates a group of McDonald's Restaurants in Cherokee County and Spartanburg
County, South Carolina. Prior to starting his own business, Mr. Mason worked 27
years for American Telephone and Telegraph Company.
V. STEPHEN MOSS, 49, who is a Class III director and the president and
chief executive officer of our company and our bank, is a native of Cherokee
County. Mr. Moss began his banking career with Southern Bank & Trust, the
predecessor to First Union National Bank, in 1972. Before joining us, Mr. Moss
served as First Union National Bank's Cherokee County executive officer and
senior lender over the upstate community banking area. He graduated from Clemson
University with a Bachelor's degree in Political Science, as well as from the
South Carolina Bankers School and the School of Banking of the South at
Louisiana State University. He has also completed the First Union National Bank
Commercial Lending School and the First Union Consumer Academy. He has taught
the course "Money & Banking" at Limestone College.
HAROLD D. PENNINGTON, JR., 32, who is a Class I director, is a native
of Blacksburg, South Carolina. He graduated with honors from Clemson University
in 1989 with a Bachelor of Science degree in Mechanical Engineering. He is vice
president and co-owner of Weavetec, Inc., president and co-owner of Cherokee
Building Supply, Inc., and owner of Carolina Country Outlet. He is the son of
Harold D. Pennington, Sr.
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS
SUMMARY OF CASH AND CERTAIN OTHER COMPENSATION
The following table shows the cash compensation earned by our chief
executive officer and president for the years ended December 31, 1997 through
1999. None of our other executive officers earned total annual compensation,
including salary and bonus, in excess of $100,000 in 1999.
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<PAGE> 6
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM
COMPENSATION
ANNUAL COMPENSATION1 AWARDS
---------------------------------- ------------------
OTHER ANNUAL NUMBER OF SECURITIES
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS COMPENSATION UNDERLYING OPTIONS
- --------------------------- ---- ------ ----- ------------ --------------------
<S> <C> <C> <C> <C> <C>
V. Stephen Moss 1999 $93,795 $13,730 $7,713 1,666
Chairman and Chief Executive 1998 $85,972 6,873 $5,908 --
Officer 1997 $85,000 -- $7,905 --
</TABLE>
(1) Executive officers of the company also received indirect compensation in
the form of certain perquisites and other personal benefits. The amount of
such benefits received in the fiscal year by each named executive officer
did not exceed 10% of the executive's annual salary and bonus.
EMPLOYMENT AGREEMENTS
V. STEPHEN MOSS. We have entered into an employment agreement with
Steve Moss pursuant to which Mr. Moss serves as the president, the chief
executive officer, and a director of both our company and our subsidiary bank.
Under the employment agreement, Mr. Moss's salary increased from $90,000 to
$96,750 in October 1999, plus his yearly medical insurance premium. Mr. Moss is
also eligible to participate in any management incentive program or any
long-term equity incentive program we adopt and is eligible for grants of stock
options and other awards thereunder. In addition, on each anniversary of the
opening date of the bank, Mr. Moss will be eligible to receive a cash bonus
equal to 5% of the net pre-tax income of our bank (determined in accordance with
generally accepted accounting principles) if the bank achieves certain
performance levels established by the board of directors from time to time. Mr.
Moss has also been granted an option to purchase 30,567 shares of common stock,
which equals 5% of the number of shares sold in our initial offering. The
options vest over a five-year period and have a term of ten years. Additionally,
Mr. Moss participates in our retirement, welfare and other benefit programs and
is entitled to a life insurance policy an accident liability policy and
reimbursement for automobile expenses, club dues, and travel and business
expenses.
The employment agreement provides for an initial term of five years,
which may be extended each year for an additional year so that the remaining
term shall continue to be five years.
If we terminate Mr. Moss' employment without cause or if Mr. Moss'
employment is terminated due to a sale, merger or dissolution of our company or
our bank, we will be obligated to continue his salary and bonus for the first
twelve months thereafter plus one-half of his salary and bonus for the second
twelve months thereafter. Furthermore, we must remove any restrictions on
outstanding incentive awards so that all such awards vest immediately and the
company must continue to provide his life insurance and medical benefits until
he reaches the age of 65.
In addition, the employment agreement provides that following
termination of his employment and for a period of twelve months thereafter, Mr.
Moss may not (i) be employed in the banking business as a director, officer at
the vice-president level or higher, or organizer or promoter of, or provide
executive management services to, any financial institution within Cherokee
County, (ii) solicit any of our major customers for the purpose of providing
financial services, or (iii) solicit our employees for employment.
6
<PAGE> 7
OPTION GRANTS IN LAST FISCAL YEAR
Pursuant to the FNB Bancshares, Inc. 1997 Stock Incentive Plan, as
amended in 1998 by our board of directors and shareholders we may grant options
for up to 152,450 shares to our officers, directors, and employees. The
following table sets forth information concerning the grant of stock options to
Mr.
Moss during the year ended December 31, 1999.
<TABLE>
<CAPTION>
NUMBER OF PERCENT OF
SECURITIES TOTAL OPTIONS
UNDERLYING GRANTED TO EXERCISE OR
OPTIONS EMPLOYEES IN BASE PRICE EXPIRATION
GRANTED (#) FISCAL YEAR ($/SH) DATE
-------------- --------------- ------------ ---------------
<S> <C> <C> <C> <C>
V. Stephen Moss.......... 1,666 45.4% $ 10.00 2009
</TABLE>
AGGREGATED OPTION EXERCISE AND YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
NUMBER OF UNEXERCISED SECURITIES VALUE OF UNEXERCISED IN-THE-MONEY
UNDERLYING OPTIONS AT FISCAL YEAR END (#) OPTIONS AT FISCAL YEAR END ($)(1)
----------------------------------------- ------------------------------------
NAME EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ---- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C>
V. Stephen Moss 18,339 13,894 $ 0 $ 0
</TABLE>
(1) The last trade of which the company is aware prior to December 31, 1999
was at $10.00. Based on this fair market value of the common stock,
under SEC rules the options were not considered to be in-the-money at
December 31, 1999.
DIRECTOR COMPENSATION
The company and the bank paid directors' fees of $200 for each monthly
meeting in 1999 including a $300 fee for the chairman's attendance at each
monthly meeting. In December 1999, the company also issued options for an
aggregate of 4,619 shares to the outside directors. These options are
exercisable at $10.00 per share and vest over five years.
7
<PAGE> 8
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
GENERAL
The following table shows how much common stock in the company is owned
by our directors, certain executive officers, and owners of more than 5% of the
outstanding common stock, as of March 1, 2000.
<TABLE>
<CAPTION>
NUMBER OF SHARES % OF BENEFICIAL
NAME OWNED (1) RIGHT TO ACQUIRE (2) OWNERSHIP(3)
---- --------- -------------------- ---------------
<S> <C> <C> <C>
Richard Gardner 25,000 1,667 4.32%
Barry Hamrick 25,000 1,333 4.26%
Haskell Mallory 30,000 1,876 5.16%
Bill Mason 20,200 1,347 3.49%
V. Stephen Moss 5,000 18,339 3.68%
Harold Pennington, Jr. 28,000 1,733 4.81%
Harold Pennington, Sr. 30,000 2,000 5.18%
Heyward Porter 15,000 1,000 2.59%
John Hobbs 200 3,000 * %
Thomas Hale -- 3,000 * %
Executive officers and directors as a
group (9 persons) 178,400 35,295 32.79%
</TABLE>
* Less than 1%
(1) Includes shares for which the named person:
o has sole voting and investment power,
o has shared voting and investment power with a spouse, or
o holds in an IRA or other retirement plan program, unless otherwise
indicated in these footnotes.
Does not include shares that may be acquired by exercising stock
options.
(2) Includes shares that may be acquired within the next 60 days by
exercising stock options but does not include any other stock options.
(3) Determined by assuming the named person exercises all options which he
or she has the right to acquire within 60 days, but that no other
persons exercise any options.
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<PAGE> 9
MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS
During the year ended December 31, 1999, the board of directors of the
company held 12 meetings and the board of directors of the bank held 12
meetings. All of the directors of the company and the bank attended at least 75%
of the aggregate of such board meetings and the meetings of each committee on
which they served.
The company's board of directors has appointed a number of committees,
including an audit committee and a personnel committee. The audit committee is
composed of the following three members: Haskell Mallory, Heyward Porter, and
Harold Pennington, Sr. The audit committee met four times in 1999. The audit
committee has the responsibility of reviewing the company's financial
statements, evaluating internal accounting controls, reviewing reports of
regulatory authorities, and determining that all audits and examinations
required by law are performed. The committee recommends to the board the
appointment of the independent auditors for the next fiscal year, reviews and
approves the auditor's audit plans, and reviews with the independent auditors
the results of the audit and management's responses. The audit committee is
responsible for overseeing the entire audit function and appraising the
effectiveness of internal and external audit efforts. The audit committee
reports its findings to the board of directors.
The company's personnel committee is responsible for establishing the
compensation plans for the company. Its duties include the development with
management of all benefit plans for employees of the company, the formulation of
bonus plans, incentive compensation packages, and medical and other benefit
plans. This committee met two times during the year ended December 31, 1999. The
personnel committee is composed of the following four members: Barry Hamrick,
Richard Gardner, Bill Mason, and V. Stephen Moss.
The company does not have a nominating committee or a committee serving
a similar function.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
INTERESTS OF MANAGEMENT AND OTHERS IN CERTAIN TRANSACTIONS
We enter into banking and other transactions in the ordinary course of
business with our directors and officers and their affiliates. It is our policy
that these transactions be on substantially the same terms (including price, or
interest rates and collateral) as those prevailing at the time for comparable
transactions with unrelated parties. We do not expect these transactions to
involve more than the normal risk of collectibility nor present other
unfavorable features us. Loans to individual directors and officers must also
comply with our bank's lending policies and statutory lending limits, and
directors with a personal interest in any loan application are excluded from the
consideration of the loan application. We intend for all of our transactions
with our affiliates to be on terms no less favorable to us than could be
obtained from an unaffiliated third party and to be approved by a majority of
disinterested directors.
COMPLIANCE WITH THE SECURITIES EXCHANGE ACT OF 1934
As required by Section 16(a) of the Securities Exchange Act of 1934,
our directors and executive officers and certain other individuals are required
to report periodically their ownership of our common stock and any changes in
ownership to the SEC. Based on a review of Forms 3, 4, and 5 and any
representations made to us, it appears that the Statement of Changes in
Beneficial Ownership on Form 4 for these persons were not filed in a timely
fashion during 1999 in order to disclose stock options which had become
available. However, the delinquency was corrected on the Annual Statement of
Changes in Beneficial Ownership on Form 5 and filed with the SEC on February 28,
2000 for each of our directors and executive officers.
INDEPENDENT AUDITORS
We have selected the firm of Tourville, Simpson & Caskey to serve as
our independent auditors for the year ending December 31, 2000. We do not expect
a representative from this firm to attend the annual meeting.
9
<PAGE> 10
SHAREHOLDER PROPOSALS FOR THE 2001 ANNUAL MEETING OF SHAREHOLDERS
If shareholders wish a proposal to be included in our proxy statement
and form of proxy relating to the 2000 annual meeting, they must deliver a
written copy of their proposal to our principal executive offices no later than
November 28, 2000. To ensure prompt receipt by the company, the proposal should
be sent certified mail, return receipt requested. Proposals must comply with our
bylaws relating to shareholder proposals in order to be included in our proxy
materials.
March 27, 2000
10
<PAGE> 11
PROXY SOLICITED FOR ANNUAL MEETING
OF SHAREHOLDERS OF
FNB BANCSHARES, INC.
TO BE HELD ON APRIL 25, 2000
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
The undersigned hereby constitutes and appoints V. Stephen Moss and
John W. Hobbs, and each of them, his or her true and lawful agents and proxies
with full power of substitution in each, to represent and vote, as indicated
below, all of the shares of Common Stock of FNB Bancshares, Inc. that the
undersigned would be entitled to vote at the Annual Meeting of Shareholders of
the company to be held at 217 North Granard Street, Gaffney, South Carolina, at
5:30 p.m. local time, and at any adjournment, upon the matters described in the
accompanying Notice of Annual Meeting of Shareholders and Proxy Statement. These
proxies are directed to vote on the matters described in the Notice of Annual
Meeting of Shareholders and Proxy Statement as follows:
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER
DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS
PROXY WILL BE VOTED: (I) "FOR" PROPOSAL NO. 1 TO ELECT THE THREE IDENTIFIED
CLASS II DIRECTORS TO SERVE ON THE BOARD OF DIRECTORS EACH FOR THREE-YEAR TERMS.
1. PROPOSAL to elect the three identified Class II directors to serve for three
year terms.
Richard D. Gardner
Harold D. Pennington, Sr.
Hayward W. Porter
[ ] FOR all nominees [ ] WITHHOLD AUTHORITY
listed (except as marked to to vote for all
the contrary) nominees
(INSTRUCTION: To withhold authority to vote for any individual nominee(s),
write that nominees name(s) in the space provided below).
_______________________________________________________________________________
Dated:_____________________________________ , 2000
__________________________ ____________________________
Signature of Shareholder(s) Signature of Shareholder(s)
__________________________ ____________________________
Print name clearly Print name clearly
PLEASE SIGN EXACTLY AS NAME OR NAMES APPEAR ON YOUR STOCK CERTIFICATE. WHERE
MORE THAN ONE OWNER IS SHOWN ON YOUR STOCK CERTIFICATE, EACH OWNER SHOULD SIGN.
PERSONS SIGNING IN A FIDUCIARY OR REPRESENTATIVE CAPACITY SHALL GIVE FULL TITLE.
IF A CORPORATION, PLEASE SIGN IN FULL CORPORATE NAME BY AUTHORIZED OFFICER. IF A
PARTNERSHIP, PLEASE SIGN IN PARTNERSHIP NAME BY AUTHORIZED PERSON.
