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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
IBW Financial Corporation
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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)(4) 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.
[_] 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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IBW FINANCIAL CORPORATION
NOTICE OF ANNUAL MEETING
AND
PROXY STATEMENT
Annual Meeting of Shareholders
April 25, 2000
<PAGE>
IBW FINANCIAL CORPORATION
4812 Georgia Avenue
Washington, D.C. 20011
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To be held April 25, 2000
TO THE SHAREHOLDERS OF IBW FINANCIAL CORPORATION:
The Annual Meeting of Shareholders of IBW Financial Corporation, a District
of Columbia corporation (the "Company"), will be held in the Board Room at the
Company's executive offices, located at 4812 Georgia Avenue, Washington, D.C.,
on Tuesday, April 25, 2000 at 5:00 pm for the following purposes:
1. To elect eight (8) directors to serve until the next Annual Meeting of
Shareholders and until their successors are duly elected and
qualified;
2. To ratify the appointment of Stegman and Company as the Company's
independent auditors;
3. To transact such other business as may properly come before the
meeting or any adjournment or postponement of the Annual Meeting.
Shareholders of record as of the close of business on March 15, 2000 are
entitled to notice of and to vote at the Annual Meeting or any adjournment or
postponement of the meeting.
By Order of the Board of Directors
Clinton W. Chapman, Chairman
April 6, 2000
Please sign, date and return your proxy promptly, whether or not you plan
to attend the meeting in person. No postage is required if mailed in the
United States in the enclosed envelope. If you attend the meeting, you may,
if you desire, revoke your proxy and vote in person.
<PAGE>
IBW FINANCIAL CORPORATION
4812 Georgia Avenue
Washington, DC 20011
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ANNUAL MEETING OF SHAREHOLDERS
Proxy Statement
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INTRODUCTION
This Proxy Statement is being sent to shareholders of IBW Financial
Corporation, a District of Columbia corporation (the "Company"), in connection
with the solicitation of proxies by the Board of Directors of the Company for
use at the Annual Meeting of Shareholders to be held at 5:00 p.m. on April 25,
2000 (the "Annual Meeting"), and at any adjournment or postponement thereof, for
the purposes of (1) electing eight (8) directors to serve until the next Annual
Meeting of Shareholders and until their successors are duly elected and
qualified; and (2) transacting such other business as may properly come before
the Annual Meeting or any adjournment or postponement thereof.
The Annual Meeting will be held in the Board Room at the executive offices
of the Company, located at 4812 Georgia Avenue, Washington D.C.
This Proxy Statement and the accompanying form of proxy are being sent to
shareholders of the Company on or about April 6, 2000. A copy of the Annual
Report to Shareholders of IBW Financial Corporation for the year ended December
31, 1999, also accompanies this Proxy Statement.
The cost of this proxy solicitation is being borne by the Company. In
addition to the use of the mail, proxies may be solicited personally or by
telephone by officers, regular employees or directors of the Company or the
Bank, who will not be compensated for any such services. The Company may also
reimburse brokers, custodians, nominees and other fiduciaries for their
reasonable out-of-pocket and clerical costs for forwarding proxy materials to
their principals.
VOTING RIGHTS AND PROXIES
Voting Rights
Only shareholders of record at the close of business on March 15, 2000,
will be entitled to notice of and to vote at the Annual Meeting or any
adjournment or postponement thereof. On that date, the Company had outstanding
668,360 shares of common stock, par value $1.00 per share (the "Common Stock"),
constituting the only class of stock outstanding, and held by approximately 560
shareholders of record. Each share of Common Stock is entitled to one vote on
all matters submitted to a vote of the shareholders. Shareholders do not have
the right to cumulate votes in the election of directors. Nominees receiving a
plurality of the votes cast at the Annual Meeting in the election of directors
will be elected as director, in the order of the number of votes received. The
presence, in person or by proxy, of not less than a majority of the total number
of outstanding shares of Common Stock is necessary to constitute a quorum at the
Annual Meeting. Members of the Board of Directors, and family members thereof,
having the power to vote or direct the voting of in excess of fifty percent of
the outstanding shares of Common Stock have indicated their intention to vote in
favor of the election of all of the nominees for election as director.
Proxies
Shares represented by proxies received by the Company will be voted in
accordance with the instructions contained therein. Shares represented by
proxies for which no instruction is given will be voted FOR the election of the
directors specified herein, and in the discretion of the holders of the proxies
on all other matters properly brought before the meeting and any adjournment or
postponement thereof. The judges of election appointed by the Board of Directors
for the Annual Meeting will determine the presence of a quorum and will tabulate
the votes cast at the Annual
<PAGE>
Meeting. Abstentions will be treated as present for purposes of determining a
quorum, but as unvoted for purposes of determining the approval of any matter
submitted to the vote of shareholders. If a broker indicates that he or she does
not have discretionary authority to vote any shares of Common Stock as to a
particular matter, such shares will be treated as present for general quorum
purposes, but will not be considered as present or voted with respect to such
matter.
Shareholders are requested to sign, date, mark and return promptly the
enclosed proxy in the postage paid envelope provided for this purpose in order
to assure that their shares are voted. A proxy may be revoked at any time prior
to the voting thereof at the Annual Meeting through the granting of a later
proxy with respect to the same shares, by written notice to B. Doyle Mitchell,
Jr., President of the Company, at the address noted above, at any time prior to
the voting thereof, or by voting in person at the Annual Meeting. Attendance at
the Annual Meeting will not, in itself, revoke a proxy.
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
Securities Ownership of Directors, Officers and Certain Beneficial Owners
The following table sets forth certain information as of March 3, 2000
concerning the number and percentage of shares of the Company's Common Stock
beneficially owned by its directors, nominees for director, executive officers
the compensation of which is disclosed herein, and by its directors and all
executive officers as a group, as well as information regarding each other
person known by the Company to own in excess of 5% of the outstanding Common
Stock. Except as otherwise indicated, all shares are owned directly, and the
named person possesses sole voting and sole investment power with respect to all
such shares. Except as set forth below, the Company knows of no other person or
persons who beneficially own in excess of five percent of the Company's Common
Stock. Further, the Company is not aware of any arrangement which at a
subsequent date may result in a change of control of the Company.
Name Number of Shares(1) Percent of Class
Directors
Clinton W. Chapman, Esquire 11,121(2) 1.66%
George H. Windsor, Esquire 16,340(3) 2.44%
Benjamin L. King, CPA 1,176(4) *
B. Doyle Mitchell, Jr. 74,813(5) 11.19%
4812 Georgia Avenue, NW
Washington, DC 20011
Massie S. Fleming 5,233(6) *
Robert R. Hagans 70 *
Cynthia T. Mitchell 100,763(7) 15.08%
2029 Trumbull Terrace, NW
Washington, DC 20011
Emerson A. Williams, M.D. 3,646 *
All directors and executive officers
as a group (11 persons) 268,812(8) 40.22%(8)
Other 5% Shareholders
Industrial Bank, National Association 54,720 8.19%
Employee Stock Ownership Plan
4812 Georgia Avenue, NW
Washington, DC 20011
Patricia Cooper 77,407(9) 11.58%
4812 Georgia Avenue, NW
Washington, DC 20011
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* Less than one percent
(Footnotes appear on following page)
2
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(Footnotes from prior page)
(1) For purposes hereof, a person is deemed to be the beneficial owner of
securities with respect to which he has or shares voting or investment
power. Except as otherwise indicated, the named beneficial owner has sole
voting and investment power with respect to all shares beneficially owned
by such person.
(2) Does not include 54,720 shares held by the Industrial Bank of Washington
Employee Stock Ownership Plan ("ESOP") as to which Mr. Chapman is a co-
trustee. Includes 4,200 shares held jointly with spouse, as to which Mr.
Chapman shares voting and investment power.
(3) Includes 16,340 shares held by a trust of which Mr. Windsor and his spouse
are trustees. Does not include 2,000 shares held by Mr. Windsor's daughter,
and as to which Mr. Windsor disclaims beneficial ownership.
(4) Does not include 54,720 shares held by ESOP as to which Mr. King is a co-
trustee.
(5) Includes 72,813 shares held in a revocable trust of which Mr. Mitchell is
the trustee, and Mr. Mitchell's spouse and son are beneficiaries. Does not
include shares held by Mrs. Cynthia Mitchell as trustee for Mr. Mitchell
and Mrs. Cooper. Does not include 1,500 shares held by Mr. Mitchell's
spouse. Does not include 54,720 shares held by ESOP as to which Mr.
Mitchell is a co-trustee. Mrs. Cooper is Mr. Mitchell's sister and Mrs.
Cynthia Mitchell's daughter.
(6) Includes 233 shares held jointly with son and as to which Mrs. Fleming
shares voting and investment power.
(7) Includes shares held by three trusts of which Mrs. Mitchell is trustee, and
with respect to one of which Mr. Mitchell and Mrs. Cooper are
beneficiaries. Mrs. Mitchell is the mother of Mr. Mitchell and Mrs. Cooper.
(8) Includes 54,720 shares held by ESOP as to which Messrs. Chapman, King and
Mitchell are trustees. If these shares were not included, the directors and
executive officers as a group would beneficially own 214,092 shares, or
32.03% of the outstanding shares of Common Stock. Does not include shares
held by Mrs. Cooper.
(9) Includes shares held in a revocable trust of which Mrs. Cooper is the
trustee, and of which Mr. Mitchell is the beneficiary. Does not include
shares held by Mrs. Cynthia Mitchell as trustee for Mr. Mitchell and Mrs.
Cooper. Mrs. Cooper is the brother of Mr. Mitchell and the daughter of Mrs.
Mitchell, and is an employee of the Bank.
ELECTION OF DIRECTORS
The Company's bylaws set the size of the Board of Directors at eight (8)
directors. As a result of the resignation of Dr. Marjorie H. Parker in January
2000, after almost 25 years of service, there are currently seven (7) directors.
The Board of Directors has nominated eight (8) persons for election as director.
Each of the nominees for election as a director currently serves as a member of
the Board of Directors, except for Mr. Hagans, who currently serves as a member
of the Board of Directors of Industrial Bank, N.A., the Company's sole
subsidiary (the "Bank"). Unless authority is withheld, all proxies in response
to this solicitation will be voted for the election of the nominees listed
below. Each nominee has indicated a willingness to serve if elected. However, if
any nominee becomes unable to serve, the proxies received in response to this
solicitation will be voted for a replacement nominee selected in accordance with
the best judgment of the proxy holders named therein.
The Board of Directors recommends that shareholders vote FOR each of the
nominees to the Company's Board of Directors.
Nominees for Election as Directors
Set forth below is certain information as of the Record Date concerning the
nominees for election as director of the Company. Except as otherwise indicated,
the occupation listed has been such person's principal occupation for at least
the last five years. Each of the members of the Board of Directors of the
Company, unless otherwise noted, has served since the organization of the
Company in 1994. The longevity of service listed below reflects service on the
Board of Directors of the Bank, including service prior to the conversion of the
Bank to a national banking association. Each of the directors of the Company
also currently serves as a director of the Bank.
Clinton W. Chapman, 75, Chairman of the Board of Directors, has served as a
director since 1984. Mr. Chapman, an attorney with Clinton Chapman and
Associates since 1997, and Chapman and Chapman, P.C. prior to that time, has
been engaged in the private practice of law for more than thirty years.
3
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George H. Windsor, 81, Vice Chairman of the Board of Directors, has served
as a director since 1969. Mr. Windsor, an attorney with Cobb, Howard, Hayes and
Windsor, has been in private law practice for twenty-six years.
Benjamin L. King, C.P.A., 72 is Secretary of the Company and has served as
a director since 1972. Mr. King is a certified public accountant, and is self-
employed as a management and tax consultant.
B. Doyle Mitchell, Jr., 37, President of the Company, has served as a
director since 1990. Mr. Mitchell has served as President of the Bank since
March 1993. Prior to that date, he served in various executive and
administrative positions at the Bank since 1983, including as Vice
President-Commercial Lending from 1991 to 1993 and Assistant Vice
President-Commercial Lending from 1989 to 1991. Mr. Mitchell is the son of Mrs.
Cynthia Mitchell, a director of the Bank, and the late B. Doyle Mitchell, a
founder of the Bank. Mr. Mitchell's sister, Patricia Mitchell, is a significant
shareholder and an employee of the Bank.
Massie S. Fleming, 73, has served as a director since 1985. Mrs. Fleming
retired at the end of 1997 from her position as Executive Vice President of the
Bank, a position she had held since 1985. Prior to that date, she served in
various executive and administrative positions at the Bank since 1959, including
as Chief Executive Officer from 1985 to mid 1997.
Robert R. Hagans, 45, has served as a director of the Bank since February
2000. Mr. Hagans is the Director of Finance for Prince George's County
Government in Maryland, having served in that position since 1995. He has
previously held the position of Assistant Vice President for Asset Management
and Treasury Operations for Howard University in Washington, D.C., from 1989 to
1994, and was an Investment Banker with Alex. Brown & Sons, Inc., in Baltimore,
Maryland from 1987 to 1989.
Cynthia T. Mitchell, 73, has served as a director since 1993. Mrs. Mitchell
is retired. Until 1982 she was a teacher in the District of Columbia public
schools system. Mrs. Mitchell's late husband was a founder of the Bank. Mrs.
Mitchell's son is B. Doyle Mitchell Jr., the President of the Bank, and her
daughter Patricia Mitchell, is a significant shareholder and an employee of the
Bank.
Emerson A. Williams, M.D., 83, has served as a director since 1975. Mr.
Williams is retired from the active practice of medicine. For many years he
served as an instructor at Howard University School of Medicine.
Committees and Meetings of the Board of Directors
The Board of Directors of the Company met fourteen (14) times during 1999.
All members of the Board of Directors, attended at least 75% of the meetings
held by the Board of Directors and by all committees on which such member served
during the 1999 fiscal year or any portion thereof.
The Board of Directors has a standing Audit Committee. The Board of
Directors does not have a standing or Compensation Committee, the functions of
which are performed by the Executive Committee. The Company also has a standing
Directors Loan Committee and a standing Nominating Committee.
The Audit Committee, presently composed of Mrs. Fleming, Mr. King, and Dr.
Williams is responsible for the review and evaluation of the Company's/Bank's
internal controls and accounting procedures. It also periodically reviews audit
reports with the Company's independent auditors, and recommends the annual
appointment of such auditors. During the 1999 fiscal year, the Audit Committee
met five (5) times.
The Executive Committee, presently composed of Mrs. Fleming and Messrs.
Chapman, Mitchell, King and Windsor perform the function of a compensation and
personnel committee. In that capacity, it is responsible, together with
management, for the adoption of the Bank's personnel policies and establishing
salary and compensation guidelines and levels for all Company officers and
personnel. The Committee is also responsible for annually nominating the
officers of the Bank and evaluating the performance thereof. During the 1999
fiscal year, the Executive Committee met three (3) times.
4
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The Oversight/Compliance Committee, formed June 1998, presently composed of
Mrs. Fleming and Messrs. Chapman and King and Dr. Williams, is responsible for
monitoring efforts of the Board and Management to improve results in the areas
of asset quality, management, credit administration and earnings.
Directors' Compensation
Each director of the Company, including directors who are full time
employees of the Company or the Bank, receives $600 for each regular meeting of
the Board of Directors attended, with the exception of Mr. Chapman, Chairman of
the Board who receives $1,500 for each regular meeting which he attends and a
$5,000 annual fee. Additionally, directors who are not employees, serving on
committees of the Board, receive $400 for each meeting attended, except if such
service is as chairman of any committee, in which case such director receives
$500 for each meeting. Total fees paid to directors in 1999 for Board and
committee meeting attendance was $285,700.
Executive Compensation
The following table sets forth a summary of certain information relating to
the compensation of the President of the Company. All compensation paid to Mr.
Mitchell was for services rendered in his capacity as an officer of the Bank.
Except for Mr. Mitchell, no executive officer of the Company or the Bank
received salary and bonus in excess of $100,000 in 1999.
ANNUAL COMPENSATION(1)
<TABLE>
<CAPTION>
Name and Principal Position Year Ended December 31 Salary Bonus Other Compensation(2)
<S> <C> <C> <C> <C>
B. Doyle Mitchell, Jr. 1999 $150,000 $ 3,150 $14,600
President, Chief Executive Officer
& Director 1998 $150,000 $12,690 $ 7,800
1997 113,400 2,398 7,800
</TABLE>
(1) The Company does not maintain any long-term or stock-based compensation
plans.
(2) Represents fees paid for attendance at meetings of Board of Directors and
committees thereof. Does not include vehicle allowances of $8,275, $6,850
and $6,162 in 1999, 1998 and 1997 for Mr. Mitchell. Also does not include
value of contributions to the Bank's employee stock ownership plan
estimated at $1,686 and $1,100 in 1999, 1998 and 1997. Does not include
insurance premiums for policies on Mr. Mitchell's life, of which the
Company and Mr. Mitchell's spouse are co-beneficiaries.
Employment Agreements. As of December 31, 1999, neither the Bank nor the
Company had any employment agreements or other compensation contracts or other
arrangements in existence for executives earning in excess of $100,000 per year.
Under the terms of the Company's loan agreement relating to the interim capital
assistance incurred in connection with the Bank's 1994 deposit assumption
transaction with the Resolution Trust Corporation (the "RTC"), the Bank may not
grant any salary increase, or pay any bonuses to, its directors, officers or key
employees, except that it may do so during and after the second year of the
interim capital assistance with the prior approval of the RTC.
Executive Officers Who Are Not Directors
Set forth below is certain information regarding persons who are executive
officers of the Company or the Bank. Except as otherwise indicated, the
occupation listed has been such person's principal occupation for at least the
last five years.
David G. Poole, 63, has served as Senior Vice President-Operations of the
Bank since 1983.
Thomas A. Wilson, 48, has served as Senior Vice President-Chief Financial
Officer of the Bank since January 1992. Prior to serving in this position he
served (since April 1986) at various times as Commercial Loan Manager and Loan
Review Officer of the Bank. Prior to joining the Bank in 1986, he served as a
National Bank Examiner with the OCC. from 1974 to 1986.
5
<PAGE>
John Mazzocchi, 51, has served as Senior Vice President and Chief Credit
Officer of the Bank since February 1999. Prior to serving in this position, he
served as president and CEO of Maryland Permanent Bank from January 1997 to
October 1998. From 1992 to 1996, Mr. Mazzocchi was Vice President and manager of
Commercial Banking for Hagerstown Trust in Hagerstown, Maryland.
Certain Relationships and Related Transactions.
The Bank has had, and expects to have in the future, banking transactions
in the ordinary course of business with some of its and the Company's directors,
officers, and employees and their associates. In the past, substantially all of
such transactions have been on the same terms, including interest rates,
maturities and collateral requirements as those prevailing at the time for
comparable transactions with non-affiliated persons and did not involve more
than the normal risk of collectibility or present other unfavorable features.
The maximum aggregate amount of loans to officers, directors and affiliates
of the Company during 1999 amounted to $508,000. representing approximately 3%
of the Company's total shareholders' equity at December 31, 1999. In the opinion
of the Board of Directors, the terms of these loans are no less favorable to the
Bank than terms of the loans from the Bank to unaffiliated parties. On December
31, 1999, $508,000 loans were outstanding to individuals who, during 1999, were
officers, directors or affiliates of the Company. At the time each loan was
made, management believed that the loan involved no more than the normal risk of
collectibility and did not present other unfavorable features. None of such
loans were classified as Substandard, Doubtful or Loss. Under the terms of the
interim capital assistance agreement, the Bank may not, during the term of the
interim capital assistance loan, make any loan or advance to the Company or any
affiliate of the Bank or Company, or enter into any transaction (other than
arm's length deposit transactions in the ordinary course of business) with such
persons.
Compliance with Section 16(a) of the Securities Exchange Act of 1934.
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
directors and executive officers, and persons who own more than ten percent of
the Common Stock, to file reports of ownership and changes in ownership on Forms
3, 4 and 5 with the Securities and Exchange Commission, and to provide the
Company with copies of all Forms 3, 4, and 5 they file.
Based solely upon the Company's review of the copies of the forms which it
has received and written representations from the Company's directors, executive
officers and ten percent shareholders, the Company is not aware of any failure
of any such person to comply with the requirements of Section 16(a), except that
Mr. Mazzocchi failed to file a Form 3 on a timely basis upon becoming an
executive officer of the Company.
INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors has selected Stegman and Company, independent public
accountants ("Stegman"), to audit the Company's financial statements for the
fiscal year ending December 31, 2000. Stegman & Company audited the Company's
financial statements for the year ended December 31, 1999. Representatives of
Stegman are expected to be present at the Annual Meeting and available to
respond to appropriate questions. The representatives also will be provided with
an opportunity to make a statement, if they desire.
On November 15, 1999, the Company replaced Deloitte & Touche LLP ("D&T") as
its certifying accountant. D&T performed the audit of the Company's financial
statements for the years ended December 31, 1997 and 1998. During these periods
and for the period from January 1, 1999 to November 15, 1999, there were no
disagreements between the Company and D&T on any matter of accounting principles
or practices, financial statement disclosure, or auditing scope or procedure,
which would have caused D&T to make reference to such matter in connection with
its audit reports on the Company's financial statements. For each of the years
ended December 31, 1997 and 1998, D&T issued unqualified audit reports on the
Company's financial statements. Neither audit report contained an adverse
opinion or disclaimer of opinion, or was modified as to uncertainty, audit scope
or accounting practice. However, at the completion of the audit for the year
ended December 31, 1998, D&T advised the Company in its judgement that a
material weakness existed in the systems of internal controls related to credit
card receivables.
6
<PAGE>
On November 15, 1999, the Company engaged of Stegman to audit the Company's
financial statements for fiscal year 1999 as its certifying accountant. The
Company solicited bids for audit services from a number of firms. The
appointment of Stegman was recommended by the Audit Committee of the Board of
Directors and approved by the Oversight Committee of the Board of Directors on
November 15, 1999. There were no consultations between the Company and Stegman
regarding the application of accounting principles to any matter, or as to any
type of opinion that might be issued on the Company's financial statements.
FORM 10-KSB ANNUAL REPORT
The Company will provide, without charge, to any shareholder of record
entitled to vote at the Meeting or any beneficial owner of Common Stock
solicited hereby, a copy of its 1999 Annual Report on Form 10-KSB filed with the
Securities and Exchange Commission, upon the written request of such
shareholder. Requests should be directed to Thomas A. Wilson, Jr., Senior Vice
President and Chief Financial Officer, IBW Financial Corporation, 4812 Georgia
Avenue, NW, Washington, DC 20011.
OTHER MATTERS
The Board of Directors of the Company is not aware of any other matters to
be presented for action by shareholders at the Annual Meeting. If, however, any
other matters not now known are properly brought before the meeting or any
adjournment thereof, the persons named in the accompanying proxy will vote such
proxy in accordance with their judgment on such matters.
SHAREHOLDER PROPOSALS
All proposals or nominations for election as directors by shareholders, to
be presented for consideration at the next annual meeting must be received by
the Company no later than December 9, 2000
By Order of the Board of Directors
Clinton W. Chapman, Chairman
April 6, 2000
7
<PAGE>
REVOCABLE PROXY
IBW FINANCIAL CORPORATION
This Proxy is solicited on behalf of the Board of Directors
The undersigned hereby makes, constitutes and appoints B. Doyle Mitchell,
Jr. and Patricia Cooper, and each of them (with the power of substitution),
proxies for the undersigned to represent and to vote, as designated below, all
shares of common stock of IBW Financial Corporation (the "Company") which the
undersigned would be entitled to vote if personally present at the Company's
Annual Meeting of Shareholders to be held on April 25, 2000, and at any
adjournment or postponement of the meeting.
Election of Directors
[_] FOR all nominees listed below (except as noted to the contrary below)
[_] WITHHOLD AUTHORITY to vote for all nominees listed below
Nominees: Clinton W. Chapman, Esquire; George H. Windsor, Esquire;
Benjamin L. King, C.P.A.; B. Doyle Mitchell, Jr.; Massie S.
Fleming; Robert R. Hagans Cynthia T. Mitchell; Emerson A.
Williams, M.D. ;
(Instructions: To withhold authority to vote for any individual nominee,
write that nominee's name in the space provided below.)
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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 FOR all of the nominees set forth above and AGAINST the proposal to amend
the Bylaws. In addition, this proxy will be voted at the discretion of the proxy
holder(s) upon any other matter which may properly come before the Annual
Meeting or any adjournment or postponement thereof.
Important: Please date and sign your name as addressed, and return this proxy in
the enclosed envelope. When signing as executor, administrator, trustee,
guardian, etc., please give full title as such. If the shareholder is a
corporation, the proxy should be signed in the full corporate name by a duly
authorized officer whose title is stated.
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Signature of Shareholder
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Signature of Shareholder
Dated: _________________, 2000
PLEASE COMPLETE, DATE, SIGN AND MAIL THIS PROXY PROMPTLY IN THE ENCLOSED
POSTAGE-PAID ENVELOPE.
