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 Section 240.14a-11(c) or Section 240.14a-12
YADKIN VALLEY COMPANY
(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:
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YADKIN VALLEY COMPANY
343 EAST SIX FORKS ROAD
POST OFFICE BOX 18747
RALEIGH, NORTH CAROLINA 27619
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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
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NOTICE is hereby given that the 2000 Annual Meeting of Shareholders of
Yadkin Valley Company (the "Company") will be held at 343 East Six Forks Road
(Third Floor Conference Room), Raleigh, North Carolina, at 10:00 a.m. on Monday,
April 24, 2000. The purposes of the meeting are:
1. ELECTION OF DIRECTORS. To elect three directors of the Company for
terms of one year or until their respective successors are duly
elected and qualified;
2. PROPOSAL TO RATIFY APPOINTMENT OF INDEPENDENT ACCOUNTANTS. To
consider a proposal to ratify the appointment of KPMG LLP as the
Company's independent public accountants for 2000; and,
3. OTHER BUSINESS. To transact any other business properly presented
for action at the meeting.
YOU ARE INVITED TO ATTEND THE ANNUAL MEETING IN PERSON. HOWEVER, EVEN
IF YOU PLAN TO ATTEND, YOU ARE REQUESTED TO COMPLETE, SIGN AND DATE THE ENCLOSED
APPOINTMENT OF PROXY AND RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE TO ENSURE
THE PRESENCE OF A QUORUM. RETURNING A SIGNED APPOINTMENT OF PROXY WILL NOT
AFFECT YOUR RIGHT TO REVOKE IT OR TO ATTEND THE ANNUAL MEETING AND VOTE IN
PERSON.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ E. THOMAS LUCAS
----------------------------
E. THOMAS LUCAS
VICE PRESIDENT AND SECRETARY
MARCH 24, 2000
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YADKIN VALLEY COMPANY
343 EAST SIX FORKS ROAD
POST OFFICE BOX 18747
RALEIGH, NORTH CAROLINA 27619
(919) 716-2266
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PROXY STATEMENT
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ANNUAL MEETING OF SHAREHOLDERS
GENERAL
This Proxy Statement is being furnished in connection with the
solicitation by the Board of Directors of Yadkin Valley Company (the "Company")
of appointments of proxy in the enclosed form for use at the Annual Meeting of
the Company's shareholders (the "Annual Meeting") and at any adjournment
thereof. The Annual Meeting will be held at 343 East Six Forks Road (Third Floor
Conference Room), Raleigh, North Carolina, at 10:00 a.m. on April 24, 2000. This
Proxy Statement is being mailed to the Company's shareholders on or about March
24, 2000.
APPOINTMENT AND VOTING OF PROXIES
Persons named in the enclosed appointment of proxy to represent
shareholders as proxies at the Annual Meeting (the "Proxies") are David S. Perry
and Jeanette C. Howell. Shares represented by each appointment of proxy which is
properly executed and returned, and not revoked, will be voted by the Proxies in
accordance with the directions contained therein. If no directions are given,
those shares will be voted by the Proxies "FOR" the election of each of the
three nominees for director named in Proposal 1, and "FOR" Proposal 2. If, at or
before the time of the Annual Meeting, any nominee named in Proposal 1 becomes
unable or unwilling to serve as a director for any reason, the Proxies will be
authorized to vote for a substitute nominee named by the Board of Directors. On
such other matters as may properly be presented for action at the Annual
Meeting, the Proxies will be authorized to vote in accordance with their best
judgment.
REVOCATION OF APPOINTMENT OF PROXY
Any shareholder who executes an appointment of proxy may revoke it at
any time before it is exercised by filing with the Company's President either a
written instrument revoking it or a duly executed appointment of proxy bearing a
later date, or by attending the Annual Meeting and announcing his or her
intention to vote in person.
EXPENSES OF SOLICITATION
The Company will pay all costs of the solicitation of appointments of
proxy for the Annual Meeting, including costs of preparing, assembling and
mailing this Proxy Statement. In addition to solicitation by mail, appointments
of proxy may be solicited in person or by telephone by the Company's directors,
officers and employees.
RECORD DATE
The close of business on March 10, 2000, has been fixed as the record
date (the "Record Date") for the determination of shareholders entitled to
notice of and to vote at the Annual Meeting. Only shareholders of record on the
Record Date will be eligible to vote on the matters presented for action by
shareholders at the Annual Meeting.
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VOTING SECURITIES
The Company's voting securities are the shares of its common stock,
$1.00 par value per share, of which 183,620 shares were issued and outstanding
on the Record Date. At the Annual Meeting, each shareholder will be entitled to
one vote for each share held of record on the Record Date for each director to
be elected and on each other matter submitted for voting.
VOTING PROCEDURES; VOTES REQUIRED FOR APPROVAL
In the election of directors, the three nominees receiving the highest
numbers of votes will be elected. For Proposal 2 to be approved, the number of
votes cast in person and by proxy at the Annual Meeting in favor of that
proposal must exceed the number of votes cast against it. As long as a quorum is
present, abstentions and broker non-votes will have no effect in the voting at
the Annual Meeting. Shareholders may not vote cumulatively in the election of
directors.
BENEFICIAL OWNERSHIP OF SECURITIES
PRINCIPAL SHAREHOLDERS. As of the Record Date, persons known to
management of the Company to own of record or beneficially more than 5% of the
Company's outstanding voting securities were as follows:
NAME AND ADDRESS AMOUNT AND NATURE OF PERCENTAGE
OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP (1) OF CLASS
- ------------------------- ------------------------ ----------
Peter M. Bristow
Columbia, South Carolina .......... 15,529 (2) 8.46%
Hope Holding Connell
Raleigh, North Carolina ........... 14,283 (3) 7.78%
Frank B. Holding, Jr.
Raleigh, North Carolina ........... 19,657 (4) 10.71%
Lewis R. Holding
Lyford Cay, Bahamas ............... 49,927 (5) 27.19%
- ---------------
(1) Except as otherwise noted, each named individual exercises sole voting
and investment power with respect to all shares.
(2) Includes an aggregate of 4,786 shares held by or in trust for his
spouse and with respect to which shares he disclaims beneficial
ownership.
(3) Includes 101 shares with respect to which Ms. Connell exercises shared
voting and investment power, and an aggregate of 9,224 shares held by
her spouse and with respect to which shares she disclaims beneficial
ownership.
(4) Includes an aggregate of 1,770 shares held by certain corporations or
other entities which Mr. Holding may be deemed to control and with
respect to which shares he may be deemed to exercise shared voting and
investment power, and 4,098 shares held by his spouse and with respect
to which shares he disclaims beneficial ownership. Of the listed
shares, 1,770 shares also are included in the shares shown as
beneficially owned by Lewis R. Holding.
(5) Includes an aggregate of 2,764 shares held by certain corporations or
other entities which Mr. Holding may be deemed to control and with
respect to which shares he may be deemed to exercise shared voting and
investment power, and 1,814 shares held by or in trust for his spouse
and adult daughter and with respect to which shares he disclaims
beneficial ownership. Of the listed shares, 1,770 shares also are
included in the shares shown as beneficially owned by Frank B. Holding,
Jr.
MANAGEMENT. As of the Record Date, the beneficial ownership of the
Company's outstanding voting securities by its directors individually, and by
directors and executive officers as a group, was as follows:
NAME OF AMOUNT AND NATURE OF PERCENTAGE
BENEFICIAL OWNER BENEFICIAL OWNERSHIP (1) OF CLASS (2)
- -------------------------- ------------------------ ------------
Hope Holding Connell .......... 14,283 (3) 7.78%
E. Thomas Lucas ............... 4 *
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NAME OF AMOUNT AND NATURE OF PERCENTAGE
BENEFICIAL OWNER BENEFICIAL OWNERSHIP (1) OF CLASS (2)
- -------------------------- ---------------------- ------------
David S. Perry ....................... 366 (4) 0.20%
All directors and executive
officers as a group (3 persons)..... 14,653 7.98%
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(1) Except as otherwise noted, the individuals named and included in the
group exercise sole voting and investment power with respect to all
shares.
(2) An asterisk indicates less than .01%.
(3) Ms. Connell's beneficial ownership is described in footnote 3 to the
principal shareholders' table above.
(4) Includes 366 shares with respect to which Mr. Perry exercises shared
voting and investment power.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
The Company's directors and executive officers are required by Federal
law to file reports with the Securities and Exchange Commission regarding the
amount of and changes in their beneficial ownership of the Company's common
stock. Based on its review of copies of those reports, the Company's proxy
materials are required to disclose failures to report shares beneficially owned
or changes in such beneficial ownership, or to timely file required reports
during the previous fiscal year. To the knowledge of management of the Company,
all such reports required to be filed during 1999 have been timely filed.
PROPOSAL 1: ELECTION OF DIRECTORS
The Company's Bylaws provide for a Board of Directors composed of three
members who are elected each year at the Annual Meeting for terms of one year or
until their respective successors have been duly elected and qualified. The
Board of Directors has nominated the three persons named below for election by
shareholders as directors at the Annual Meeting. Each nominee currently serves
as a director of the Company.
<TABLE>
<CAPTION>
POSITION WITH FIRST
NAME AND AGE COMPANY (1) ELECTED PRINCIPAL OCCUPATION AND BUSINESS EXPERIENCE
------------ ----------- ------- --------------------------------------------
<S> <C> <C> <C>
Hope Holding Connell Director 1998 Senior Vice President, First-Citizens Bank & Trust
(37) Company, Raleigh, NC; Director, Southern BancShares
(N.C.), Inc. and Southern Bank and Trust Company, Mount
Olive, NC
E. Thomas Lucas Vice President, 1979 Retired; until 1994, served as President and Chief
(71) Secretary and Director Executive Officer, The Heritage Bank, Lucama, NC
David S. Perry President, Treasurer 1988 President, American Guaranty Insurance Company, Raleigh,
(55) and Director NC (property and casualty insurer); President, Triangle
Life Insurance Company, Raleigh, NC (credit life and
accident and health insurer) (2)
</TABLE>
- ---------------
(1) Ms. Connell, Mr. Lucas and Mr. Perry also serve as directors of Yadkin
Valley Life Insurance Company, the Company's wholly-owned subsidiary.
(2) American Guaranty Insurance Company and Triangle Life Insurance Company
are wholly-owned subsidiaries of First-Citizens Bank & Trust Company,
Raleigh, North Carolina.
THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE "FOR" THE
ELECTION OF EACH OF THE THREE NOMINEES NAMED ABOVE. THE THREE NOMINEES RECEIVING
THE HIGHEST NUMBERS OF VOTES WILL BE ELECTED.
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MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS
The Board of Directors held one meeting in 1999, which was attended by
all directors. The Board of Directors has no standing committees.
DIRECTOR COMPENSATION
The Company's directors receive no fees or other compensation for their
services as directors.
EXECUTIVE OFFICERS
The Company's two executive officers are as follows:
DAVID S. PERRY, age 55, has served as President and Treasurer of the
Company since 1988, and as President and Treasurer of its wholly-owned
subsidiary, Yadkin Valley Life Insurance Company, since 1998. He also serves as
President of American Guaranty Insurance Company, Raleigh, North Carolina, a
property and casualty insurer, and as President of Triangle Life Insurance
Company, Raleigh, North Carolina, a credit life and accident and health insurer.
(See "Certain Relationships and Transactions.")
E. THOMAS LUCAS, age 71, has served as Vice President and Secretary of
the Company and Yadkin Valley Life Insurance Company since 1989. Until his
retirement in 1994, Mr. Lucas served as President and Chief Executive Officer of
The Heritage Bank, Lucama, North Carolina.
EXECUTIVE COMPENSATION
The Company has no employees, and its executive officers receive no
salaries or other compensation or benefits for their services as officers. (See
"Certain Relationships and Transactions.")
CERTAIN RELATIONSHIPS AND TRANSACTIONS
The Company and its wholly-owned subsidiary, Yadkin Valley Life
Insurance Company ("Yadkin Valley Life"), each is party to an Administration
Agreement (the "Agreements") with American Guaranty Insurance Company, Raleigh,
North Carolina ("American Guaranty"), a wholly-owned subsidiary of
First-Citizens Bank & Trust Company, Raleigh, North Carolina ("FCB"). Under the
Agreements, American Guaranty provides managerial, administrative and
operational services necessary in carrying on the insurance holding company
business and reinsurance business of the Company and Yadkin Valley Life,
respectively, subject to the supervision and control of the Company's Board of
Directors. American Guaranty is compensated and reimbursed for services rendered
and expenses incurred which are reasonable and properly attributable, directly
or indirectly, to the management and conduct of the Company's and Yadkin Valley
Life's business affairs. The Agreements may be terminated by either party at any
time upon written notice to the other. Aggregate fees paid by the Company and
Yadkin Valley Life to American Guaranty pursuant to the Agreements during 1999
were $16,116. David S. Perry, who is President, Treasurer and a director of the
Company, also serves as President and a director of American Guaranty, and Frank
B. Holding, Jr., a principal shareholder of the Company, serves as Chairman of
American Guaranty.
The Company's reinsurance business consists solely of assuming risks,
through Yadkin Valley Life, on credit life insurance policies issued by Triangle
Life Insurance Company, Raleigh, North Carolina ("Triangle Life"), which, like
American Guaranty, is a wholly-owned subsidiary of FCB. David S. Perry, who is
President, Treasurer and a director of the Company, also serves as President and
a director of Triangle Life, and Frank B. Holding, Jr., a principal shareholder
of the Company, serves as Chairman of Triangle Life.
As noted above, American Guaranty and Triangle Life each is a
wholly-owned subsidiary of FCB. Frank B. Holding, Jr., Lewis R. Holding and Hope
H. Connell, who are principal shareholders of the Company, also are principal
shareholders of FCB's parent holding company, First Citizens BancShares, Inc.,
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<PAGE>
Raleigh, North Carolina ("BancShares"). Also, Frank B. Holding, Jr. and Lewis R.
Holding serve as directors and executive officers of FCB and BancShares, and
Hope H. Connell serves as a senior officer of FCB.
The credit life insurance policies issued by Triangle Life and
reinsured by Yadkin Valley Life are sold through Southern Bank and Trust
Company, Mount Olive, North Carolina ("Southern"), The Fidelity Bank,
Fuquay-Varina, North Carolina ("Fidelity"), and The Heritage Bank, Lucama, North
Carolina ("Heritage"). Each of those banks has an arrangement with Triangle Life
whereby it receives a commission on credit life insurance policies it sells to
its loan customers (and which commissions are paid from the premiums received on
such policies). Hope H. Connell, who is a director and principal shareholder of
the Company, also serves as a director of Southern and its parent holding
company and is a principal shareholder of Heritage's parent holding company.
Frank B. Holding, Jr., a principal shareholder of the Company, also is a
principal shareholder of Southern's parent holding company. Lewis R. Holding, a
principal shareholder of the Company, also is a principal shareholder of
Southern's and Fidelity's parent holding companies. E. Thomas Lucas, an
executive officer and a director of the Company, also is a director of Heritage.
The dollar amounts of commissions received by Southern, Fidelity, and Heritage,
respectively, in connection with those policies during 1999 were $33,023,
$43,524, and $13,979.
A significant portion of the Company's assets are represented by its
investments in equity securities of BancShares, First Citizens Bancorporation of
South Carolina, Columbia, South Carolina ("Bancorporation"), and Heritage. The
Company is affiliated with BancShares and Heritage as a result of the common
control relationships described above. Additionally, Lewis R. Holding, a
principal shareholder of the Company, also is a principal shareholder of
Bancorporation, and Peter M. Bristow, a principal shareholder of the Company,
also is a principal shareholder and an executive officer of Bancorporation.
PROPOSAL 2: RATIFICATION OF INDEPENDENT PUBLIC ACCOUNTANTS
The Company's current independent public accounting firm, KPMG LLP, has
been reappointed by the Board of Directors to serve as the Company's independent
accountants for 2000, and a proposal to ratify that appointment will be
submitted for voting by shareholders at the Annual Meeting. Representatives of
KPMG LLP are not expected to attend the Annual Meeting.
THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE "FOR" PROPOSAL
2. TO BE APPROVED, THE NUMBER OF VOTES CAST IN PERSON AND BY PROXY AT THE ANNUAL
MEETING IN FAVOR OF THIS PROPOSAL MUST EXCEED THE NUMBER OF VOTES CAST AGAINST
IT.
OTHER MATTERS
The Board of Directors knows of no other business that will be
presented for action by shareholders at the Annual Meeting. Should other matters
properly be presented at the meeting, the Proxies, or their substitutes, will be
authorized to vote all shares represented by appointments of proxy in accordance
with their best judgment.
PROPOSALS OF SHAREHOLDERS
Any proposal of a shareholder which is intended to be presented for
action at the 2001 Annual Meeting must be received by the Company at its main
office in Raleigh, North Carolina, no later than November 24, 2000, to be
considered timely received for inclusion in the proxy statement and form of
appointment of proxy distributed by the Company in connection with that meeting.
In order for a proposal to be included in the Company's proxy materials for a
particular meeting, the person submitting the proposal must own, beneficially or
of record, at least 1% or $2,000 in market value of shares of the Company's
common stock entitled to be voted on that proposal at the meeting and must have
held those shares for a period of at least one year and continue to hold them
through the date of the meeting. Also, the proposal and
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the shareholder submitting it must comply with certain other eligibility and
procedural requirements contained in rules of the Securities and Exchange
Commission.
Written notice of other shareholder proposals intended to be presented
at the 2001 Annual Meeting (proposals which are not intended to be included in
the Company's proxy statement and form of appointment of proxy) must be received
by the Company at its main office in Raleigh, North Carolina, no later than
February 7, 2001, in order for such proposals to be considered timely received
for purposes of the Proxies' discretionary authority to vote on other matters
presented for action by shareholders at that meeting.
ADDITIONAL INFORMATION
The Company is subject to the reporting requirements of the Securities
Exchange Act of 1934 and, in accordance therewith, files reports and other
information with the Securities and Exchange Commission, including without
limitation proxy statements, annual reports and quarterly reports.
A COPY OF THE COMPANY'S 1999 ANNUAL REPORT ON FORM 10-KSB AS FILED WITH
THE SECURITIES AND EXCHANGE COMMISSION WILL BE PROVIDED WITHOUT CHARGE UPON THE
WRITTEN REQUEST OF ANY SHAREHOLDER ENTITLED TO VOTE AT THE ANNUAL MEETING.
REQUESTS FOR COPIES SHOULD BE DIRECTED TO DAVID S. PERRY, PRESIDENT, YADKIN
VALLEY COMPANY, POST OFFICE BOX 18747, RALEIGH, NORTH CAROLINA 27619.
MARCH 24, 2000
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YADKIN VALLEY COMPANY
343 EAST SIX FORKS ROAD
POST OFFICE BOX 18747
RALEIGH, NORTH CAROLINA 27619
APPOINTMENT OF PROXY SOLICITED BY THE BOARD OF DIRECTORS
The undersigned hereby appoints David S. Perry and Jeanette C. Howell,
or either of them, attorneys and proxies (the "Proxies"), with full power of
substitution, to vote the shares of common stock of Yadkin Valley Company (the
"Company") held of record by the undersigned on March 10, 2000, at the Annual
Meeting of the Shareholders of the Company to be held at 343 East Six Forks Road
(Third Floor Conference Room), Raleigh, North Carolina, at 10:00 a.m. on April
24, 2000, and at any adjournments thereof. The undersigned hereby directs that
the shares represented by this appointment of proxy be voted as follows on the
proposals listed below:
1. ELECTION OF DIRECTORS: Proposal to elect three directors of the Company
for one-year terms or until their successors are duly elected and
qualified.
[ ] FOR all nominees listed below [ ] WITHHOLD AUTHORITY to vote
(except as indicated otherwise for ALL nominees listed below.
on the line below).
NOMINEES: Hope Holding Connell; E. Thomas Lucas; and David S. Perry.
INSTRUCTION: To withhold authority to vote for any individual nominee,
write that nominee's name on the line below:
----------------------------------------------------------------------
2. PROPOSAL TO RATIFY APPOINTMENT OF INDEPENDENT ACCOUNTANTS: Proposal to
ratify the appointment of KPMG LLP as independent public accountants
for fiscal 2000.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
3. OTHER BUSINESS: On such other matters as may properly be presented for
action at the Annual Meeting, the Proxies are authorized to vote the
shares represented by this appointment of proxy in accordance with
their best judgement.
PLEASE DATE AND SIGN THIS APPOINTMENT OF PROXY ON THE REVERSE SIDE
AND RETURN IT TO THE COMPANY IN THE ENVELOPE PROVIDED
<PAGE>
THE SHARES REPRESENTED BY THIS APPOINTMENT OF PROXY WILL BE VOTED AS
DIRECTED ABOVE. IN THE ABSENCE OF ANY DIRECTION, THE PROXIES WILL VOTE THE
SHARES REPRESENTED BY THIS APPOINTMENT OF PROXY "FOR" THE ELECTION OF EACH
NOMINEE NAMED IN PROPOSAL 1 AND "FOR" PROPOSAL 2. IF, AT OR BEFORE THE TIME OF
THE MEETING, ANY NOMINEE LISTED IN PROPOSAL 1 HAS BECOME UNABLE OR UNWILLING TO
SERVE AS A DIRECTOR FOR ANY REASON, THE PROXIES ARE AUTHORIZED TO VOTE FOR A
SUBSTITUTE NOMINEE NAMED BY THE BOARD OF DIRECTORS.
THIS APPOINTMENT OF PROXY MAY BE REVOKED BY THE HOLDER OF THE SHARES TO
WHICH IT RELATES AT ANY TIME BEFORE IT IS EXERCISED BY FILING WITH THE COMPANY'S
PRESIDENT A WRITTEN INSTRUMENT REVOKING IT OR A DULY EXECUTED APPOINTMENT OF
PROXY BEARING A LATER DATE, OR BY ATTENDING THE ANNUAL MEETING AND ANNOUNCING
HIS OR HER INTENTION TO VOTE IN PERSON.
Dated:_____________________, 2000
_________________________________________
Signature
__________________________________________
Joint Signature (if shares are held jointly)
INSTRUCTION: PLEASE DATE AND SIGN ABOVE
EXACTLY AS YOUR NAME APPEARS ON THIS
APPOINTMENT OF PROXY. JOINT OWNERS OF SHARES
SHOULD BOTH SIGN. FIDUCIARIES OR OTHER PERSONS
SIGNING IN A REPRESENTATIVE CAPACITY SHOULD
INDICATE THE CAPACITY IN WHICH THEY ARE SIGNING.
IMPORTANT: TO ENSURE THAT A QUORUM IS PRESENT AT THE MEETING, PLEASE SEND IN
YOUR APPOINTMENT OF PROXY WHETHER OR NOT YOU PLAN TO ATTEND. EVEN IF YOU SEND IN
YOUR APPOINTMENT OF PROXY, YOU WILL BE ABLE TO VOTE IN PERSON AT THE MEETING IF
YOU SO DESIRE.
