<PAGE>
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 the Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the
Commission Only (as permitted
[X] Definitive Proxy Statement by Rule 14a-6(e)(2))
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
FLAGSTAR BANCORP, 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:
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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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<PAGE>
[FLAGSTAR BANCORP LETTERHEAD APPEARS HERE]
March 30, 1998
Dear Stockholder:
We invite you to attend the Annual Meeting of Stockholders of Flagstar
Bancorp, Inc. to be held at the national headquarters of Flagstar Bank, FSB,
2600 Telegraph Road, Bloomfield Hills, Michigan on May 4, 1998 at 1:00 p.m.,
local time.
The Annual Meeting has been called for the election of directors and
for the conduct of incidental matters. Enclosed is a proxy statement, a proxy
card and the Annual Report to Stockholders for 1997. Directors and officers of
the Company as well as representatives of Grant Thornton, L.L.P., the Company's
independent auditors for 1997, will be present to respond to any questions the
stockholders may have.
Your vote is important regardless of the number of shares you own. On
behalf of the Board of Directors, we urge you to sign, date and return the
enclosed proxy as soon as possible, even if you currently plan to attend the
Annual Meeting. This will not prevent you from voting in person, but will
assure that your vote is counted if you are unable to attend the Annual Meeting.
Thank you for your cooperation and continuing support.
Sincerely,
/s/ Thomas J. Hammond
Thomas J. Hammond
Chairman of the Board
and Chief Executive Officer
<PAGE>
FLAGSTAR BANCORP, INC.
2600 Telegraph Road
BLOOMFIELD HILLS, MI 48302
(800) 338-7700
- -------------------------------------------------------------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 4, 1998
- -------------------------------------------------------------------------------
NOTICE IS HEREBY GIVEN that the 1998 annual meeting of stockholders
(the "Annual Meeting") of Flagstar Bancorp, Inc. (the "Company") will be held on
Monday, May 4, 1998 at 1:00 p.m., local time, at the national headquarters of
Flagstar Bank, FSB, 2600 Telegraph Road, Bloomfield Hills, Michigan.
A Proxy Card and a Proxy Statement for the Annual Meeting are
enclosed.
The Annual Meeting is for the purpose of considering and acting upon
the following matters:
(1) to elect three directors to the Board of Directors to hold office
for a period of three years or until their successors shall have
duly elected and qualified; and
(2) to transact such other business as may properly come before the
Annual Meeting or any adjournments thereof.
NOTE: The Board of Directors is not aware of any other business to
come before the Annual Meeting.
Any action may be taken on any one of the foregoing proposals at the
Annual Meeting on the date specified above or on any date or dates to which, by
original or later adjournments, the Annual Meeting may be adjourned.
Stockholders of record at the close of business on March 10, 1998 will be
entitled to vote at the Annual Meeting and any adjournments thereof.
You are requested to fill in and sign the enclosed form of proxy
which is solicited by the Board of Directors and to mail it promptly in the
enclosed envelope. The proxy will not be used if you attend and choose to vote
in person at the Annual Meeting.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Mary Kay McGuire
Mary Kay McGuire
Secretary
Bloomfield Hills, Michigan
March 30, 1998
- -------------------------------------------------------------------------------
IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. THEREFORE, WHETHER OR NOT
YOU PLAN TO BE PRESENT IN PERSON AT THE ANNUAL MEETING, PLEASE SIGN, DATE, AND
COMPLETE THE ENCLOSED PROXY AND RETURN IT IN THE ENCLOSED ENVELOPE. NO POSTAGE
IS REQUIRED IF MAILED IN THE UNITED STATES.
- -------------------------------------------------------------------------------
<PAGE>
- -------------------------------------------------------------------------------
PROXY STATEMENT
OF
FLAGSTAR BANCORP, INC.
2600 Telegraph Road
BLOOMFIELD HILLS, MI 48302
(800) 338-7700
__________________________
ANNUAL MEETING OF STOCKHOLDERS
MAY 4, 1998
GENERAL
-------
This Proxy Statement is furnished to stockholders of Flagstar Bancorp, Inc.
(the "Company") in connection with the solicitation of proxies by the Company's
Board of Directors to be used at the 1998 annual meeting of stockholders of the
Company (the "Annual Meeting"), to be held on Monday, May 4, 1998 at 1:00 p.m.,
local time, at the national headquarters of Flagstar Bank, FSB, 2600 Telegraph
Road, Bloomfield Hills, Michigan. The accompanying Notice of Annual Meeting and
form of proxy and this Proxy Statement are being first mailed to stockholders on
or about March 30, 1998.
VOTING AND REVOCABILITY OF PROXIES
----------------------------------
If the enclosed form of proxy is properly executed and returned to the
Company in time to be voted at the Annual Meeting, the shares represented
thereby will be voted in accordance with the instructions marked thereon.
EXECUTED BUT UNMARKED PROXIES WILL BE VOTED FOR ELECTION OF THE THREE NOMINEES
AS DIRECTORS OF THE COMPANY. The proxy confers discretionary authority on the
persons named therein to vote with respect to the election of any person or a
director where the nominee is unable to serve or for good cause will not serve,
and with respect to matters incident to the conduct of the Annual Meeting. If
any other matters are properly brought before the Annual Meeting, the persons
named in the proxy will vote the shares represented by such proxies on such
matters as determined by a majority of the Board of Directors. Except for
procedural matters incident to the conduct of the Annual Meeting, the Company
does not know of any other matters that are to come before the Annual Meeting.
Proxies marked as abstentions and shares held in street name which have been
designated by brokers on proxies as not voted will not be counted as votes cast.
Such proxies will be counted for purposes of determining a quorum at the Annual
Meeting.
Stockholders who execute proxies may revoke them at any time prior to their
exercise by filing with the Secretary of the Company a written notice of
revocation, by delivering to the Company a duly executed proxy bearing a later
date, or by attending the Annual Meeting and voting in person. The mere presence
of a stockholder at the Annual Meeting will not, by itself, automatically revoke
such stockholder's proxy.
VOTING SECURITIES
-----------------
The securities which can be voted at the Annual Meeting consist of shares
of common stock, par value $ 0.01 per share (the "Common Stock"), of the
Company. Each share entitles its owner to one vote on all matters. The close
of business on March 10, 1998 (the "Record Date") has been fixed by the Board of
Directors as the Record Date for determination of stockholders entitled to vote
at the Annual Meeting. The number of shares of Common Stock outstanding as of
the Record Date was 13,670,000.
1
<PAGE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
--------------------------------------------------------------
Persons and groups beneficially owning more than 5% of the Common Stock are
generally required under federal securities laws to file certain reports with
the Securities and Exchange Commission ("SEC") detailing such ownership. The
following table sets forth, as of the Record Date, certain information as to the
Common Stock beneficially owned by any person or group of persons who is known
to the Company to be the beneficial owners of more than 5% of the Common Stock.
Other than as disclosed below, management knows of no person who beneficially
owned more than 5% of the Common Stock at the Record Date.
<TABLE>
<CAPTION>
Name of Amount and Nature of Percent of Common
Beneficial Owner Beneficial Ownership (a)(b) Stock Outstanding
- -------------------------------------------------------------------------------
<S> <C> <C>
Thomas J. Hammond 5,207,245 38.6%
Janet G. Hammond 5,207,245 38.6%
Mark T. Hammond 971,451 7.1%
Catherine H. Rondeau 972,600 7.1%
Carrie C. Langdon 966,955 7.1%
</TABLE>
(a) For purposes of this table, an individual is considered to have "beneficial
ownership" of any share of Common Stock which he or she, directly or
indirectly, through any contract, arrangement, understanding, relationship,
or otherwise, has or shares: (1) voting power, which includes the power to
vote, or to direct the voting of, such security; and/or (2) investment
power, which includes the power to dispose, or to direct the disposition
of, such security. In addition, an individual is deemed to be the
beneficial owner of any share of Common Stock of which he has the right to
acquire voting or investment power within 60 days of the Record Date.
(b) Includes stock owned by the respective stockholder's spouse, as to which
the respective person disclaims beneficial ownership.
The following table sets forth, as of the Record Date, certain information
known to the Company as to Common Stock beneficially owned by each director and
nominee for director of the Company and by all directors and executive officers
of the Company as a group.
<TABLE>
<CAPTION>
Amount
and Nature Percent of
Of Beneficial Common Stock
Ownership (a) Outstanding
---------------- -------------
<S> <C> <C>
Name and Position
- -----------------
Thomas J. Hammond, Chairman of the Board
and Chief Executive Officer 4,307,332(b) 31.5%
Mark T. Hammond, Vice Chairman and President 971,451 7.1%
Michael W. Carrie, Director, Executive
Vice President and Chief Financial Officer 7,692 *
Joan H. Anderson, Director and Executive
Vice President 250 *
James D. Coleman, Director 61,000 *
Richard S. Elsea, Director - *
James D. Isbister, Director 1,500 *
John D. Kersten, Director 3,800 *
C. Michael Kojaian, Director 75,000 *
All directors and executive officers
as a group (9 persons) 5,444,844 39.9%
</TABLE>
* Less than 1% of the outstanding Common Stock.
(a) For the definition of "beneficial ownership," see Note (a) to the above
table.
(b) Does not include 962,913 shares of Common Stock held by Mr. Hammond's wife,
Janet G. Hammond, and as to which Mr. Hammond disclaims beneficial
ownership.
2
<PAGE>
PROPOSAL I -- ELECTION OF DIRECTORS
-----------------------------------
The Company's Board of Directors is currently composed of nine members. The
Company's Certificate of Incorporation requires that directors be divided into
three classes, as nearly equal in number as possible, the members of each class
to serve for a term of three years and until their successors are elected and
qualified, with one-third of the directors elected each year. The Board of
Directors has nominated for election as directors, Mark T. Hammond, James D.
Isbister, and John Kersten, all of whom are currently members of the Board, to
serve for three years and until his successor is elected and qualified. Under
Michigan law, directors are elected by a plurality of the votes present in
person or by proxy and entitled to vote on the election of directors.
It is intended that the persons named in the poxies solicited by the Board of
Directors will vote for the election of the named nominee. If the nominee is
unable to serve, the shares represented by all properly executed proxies which
have not been revoked will be voted for the election of such substitute as the
Board of Directors may recommend or the size of the Board of Directors may be
reduced to eliminate the vacancy. At this time, the Board knows of no reason
why the nominee might be unavailable to serve.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" ELECTION AS DIRECTORS OF ALL OF
THE NOMINEES LISTED BELOW.
The following table sets forth, for the nominee and each continuing director,
his or her name, age as of the Record Date, the year he or she first became a
director of the Company and the expiration of his or her current term as a
director of the Company.
<TABLE>
<CAPTION>
AGE AS YEAR FIRST CURRENT
OF THE ELECTED TERM
RECORD DIRECTOR OF TO
Name DATE THE COMPANY EXPIRE
- ---- ------ ----------- -------
BOARD NOMINEE FOR TERMS TO EXPIRE IN 2001
<S> <C> <C> <C>
Mark T. Hammond 32 1993 1998
James D. Isbister 60 1997 1998
John R. Kersten 55 1997 1998
</TABLE>
DIRECTORS CONTINUING IN OFFICE
<TABLE>
<S> <C> <C> <C>
Thomas J. Hammond 54 1993 1999
Joan H. Anderson 47 1997 1999
C. Michael Kojaian 36 1997 1999
Michael W. Carrie 43 1997 2000
James D. Coleman 50 1993 2000
Richard S. Elsea 68 1997 2000
</TABLE>
3
<PAGE>
The following sets forth the business experience of each director of the
Company for the last five years.
MARK T. HAMMOND has been Vice-Chairman of the Board of Directors since 1993
and President of the Company since January 1997. Previously, Mr. Hammond served
as the Company's Vice President from its formation in 1993 through April 1994
and then as its Executive Vice President from April 1994 through January 1997.
He has also served as President of the Bank since September 1995. He has served
as a member of the Bank's Board of Directors since 1991 and as its Vice Chairman
since 1993. He has also served as Executive Vice President of the Bank from
1991 to September 1995 in charge of mortgage operations, wholesale lending and
construction lending. Mr. Hammond is the son of Thomas J. Hammond, the Chairman
and Chief Executive Officer of the Company and the Bank.
JAMES D. ISBISTER has been Vice Chairman of Shire Laboratories since March
1997. Prior to assuming his current position, Mr. Isbister was Chief Executive
Officer and Chairman of Pharmavene, Inc. since 1990 and 1995, respectively. Mr.
Isbister is the father-in-law of Mark T. Hammond, the Vice-Chairman and
President of the Company and the Bank.
JOHN R. KERSTEN has owned and been President of Century 21 Town and Country
Real Estate since 1980.
THOMAS J. HAMMOND has served as Chairman of the Board of Directors and Chief
Executive Officer of the Company since its formation in 1993 and served as
President from 1993 to January 1997. He has served as Chairman of the Board of
Directors and Chief Executive Officer of the Bank since the Bank's formation in
1987 and served as President of the Bank from 1987 to September 1995. Mr.
Hammond is the father of Mark T. Hammond, the Vice Chairman and President of the
Company and the Bank.
Joan H. Anderson has been Executive Vice President of the Company since 1994.
She has been a Director of the Company since January 1997 and a Director of the
Bank since 1987. She also serves as the Bank's Executive Vice President in
charge of mortgage loan servicing, collections and real estate holdings, a
position she has occupied since 1988.
C. Michael Kojaian has served as the Executive Vice President from 1989 to
1996 and as President and as a Director since January 1, 1997 of the Kojaian
Companies, a midwestern based real estate development and asset management
organization which owns and operates several million square feet of office,
industrial and retail properties.
Michael W. Carrie has served as the Company's Executive Vice President and
Chief Financial Officer since January 1997. He served as Treasurer of the
Company from 1993 to 1997. He has also served as Chief Financial Officer of the
Bank since 1993, and as its Executive Vice President in charge of financial
planning, financial accounting, cash management, investor reporting, regulatory
accounting, loan funding and information services since 1995. From 1993 to 1995
he served as Senior Vice President of the Bank. From 1985 until 1993, he served
as Vice President and Manager of Financial Analysis of Standard Federal Bank,
F.S.B., a major regional federal savings bank.
Dr. James D. Coleman has been a Director of the Company since its formation in
1993 and a Director of the Bank since its formation in 1987. He has served as
Director of Emergency Services of Emergicare Physicians since 1979, which
provides emergency room staffing for Oakwood Hospital on a contract basis.
RICHARD S. ELSEA has been affiliated with Real Estate One, Inc., a residential
brokerage company based in Detroit, Michigan since 1954. Mr. Elsea currently
owns and is President of Real Estate One, which is one of Michigan's largest
real estate brokerage companies.
MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS
-------------------------------------------------
The Board of Directors of the Company generally meets on a monthly basis,
as needed. During the year ended December 31, 1997, the Company's Board met 12
times. No director attended fewer than 75% in the aggregate of the total number
of meetings held by the Board while such director was a member during the year
ended December 31, 1997 or the total number of meetings held by committees of
the Board on which such director served during such year.
The Company's full Board of Directors acts as a nominating committee for
the annual selection of its nominees for election as directors of the Company.
While the Board of Directors will consider nominees recommended by stockholders,
it has not actively solicited recommendations from the Company's stockholders
for nominees nor, subject to the procedural requirements set forth in the
Company's Restated and Amended Articles of
4
<PAGE>
Incorporation and Bylaws, established any procedures for this purpose. The
Company's Board of Directors met once in its capacity as the nominating
committee during 1997.
The Bank's full Board of Directors acts as a compensation committee for
both the Company and the Bank and met 12 times in this capacity during 1997 to
examine the performance and approve the compensation of the officers.
The Bank's Audit Committee consists of Bank directors Charles Bazzy and
William B. Bortels and performs the functions of the Company's and the Bank's
respective audit committees. The Audit Committee is responsible for reviewing
the Company's and the Bank's auditing programs, overseeing the quarterly
regulatory reporting process, overseeing internal compliance audits as
necessary, receiving and reviewing the results of each external audit, reviewing
management's responses to auditors' recommendations, and reviewing management's
reports on cases of financial misconduct by employees, officers or directors.
The Audit Committee met four times during 1997.
DIRECTORS' COMPENSATION
-----------------------
Directors of the Company who are not employees of the Company or the Bank
("Outside Directors") receive a monthly fee of $1,200 for attendance at each
Board meeting. Outside Directors are also reimbursed for reasonable travel
expense incurred in connection with Board and committee meetings.
Directors of the Company who are also directors of the Bank are
compensated in their role as Bank directors at the same monthly fee as the
Outside Directors. All other directors of the Company receive the $1,200
monthly fee per Board meeting from the Company. During 1997, directors' fees
attributable to service on the Company's Board of Directors totaled $14,400 plus
a $1,200 year-end bonus. Directors do not receive any additional compensation
for serving on committees. All directors are eligible to participate in the
Company's 1997 Employees and Directors Stock Option Plan (the "Option Plan").
5
<PAGE>
EXECUTIVE COMPENSATION AND OTHER BENEFITS
------------------------------------------
Summary Compensation Table. The following table sets forth cash and
noncash compensation for each of the last three fiscal years awarded to or
earned by the Chief Executive Officer and certain named executive officers of
the Company.
<TABLE>
<CAPTION>
Long-Term Compensation
----------------------------
Awards
----------------------------
Other
Annual Securities All Other
Compen- Underlying Compen-
Name and Principal Position Year Salary Bonus sation(1) Options (#)(8) sation
- --------------------------------------- ---- ------------- ---------- --------- -------------- ------------
<S> <C> <C> <C> <C> <C> <C>
Thomas J. Hammond...................... 1997 $ 733,333 $1,000,000 -- 400,000 $62,960(5)
Chairman of the Board and Chief 1996 1,000,000(2) 793,580 -- -- 49,300(6)
Executive Officer 1995 529,600 737,102 -- -- 56,340(7)
Mark T. Hammond (3).................... 1997 $ 405,002 $ 250,000 -- 250,000 $38,743(5)
Vice Chairman of the Board and 1996 405,002 12,600 -- -- 23,418(6)
President 1995 298,369 12,779 -- -- 32,419(7)
Michael W. Carrie (4).................. 1997 $ 205,076 $ 226,000 -- 65,000 $33,904(5)
Executive Vice President and Chief 1996 194,314 8,568 -- -- 21,700(6)
Financial Officer 1995 160,640 8,042 -- -- 18,900(7)
Joan H. Anderson....................... 1997 $ 156,838 $ -- -- 45,000 $40,080(5)
Executive Vice President 1996 149,450 10,080 -- -- 27,300(6)
1995 137,169 10,989 -- -- 23,978(7)
</TABLE>
(1) Executive officers of the Bank receive certain perquisites and other
personal benefits. In each case, the amount of such benefits received by
each executive officer in each of the years 1997, 1996 and 1995 did not
exceed $50,000 or 10% of such executive officer's salary and bonus.
(2) In conjunction with the adoption of the 1997 Incentive Compensation Plan as
of May 1, 1997, Mr. T. Hammond's annual salary was reduced to an annual
rate of $600,000.
(3) Mark T. Hammond was elected President of the Bank and the Bank in September
1995.
(4) Mr. Carrie joined the Bank and the Bank in January 1993 as Chief Financial
Officer. He assumed his current position as Executive Vice President in
November 1995.
(5) Includes payments to Mr. T. Hammond, Mr. M. Hammond, Mr. Carrie and Ms.
Joan H. Anderson of $21,600, $21,600, $9,600 and $14,400, respectively, for
Board fees, $4,800, $4,800, $4,800 and $4,800, respectively, in 401(k)
contributions, and $36,650, $7,807, $9,600 and $10,800, respectively, in
term life insurance premium equivalent payments.
(6) Includes payments to Mr. T. Hammond, Mr. M. Hammond, Mr. Carrie and Ms.
Anderson of $13,200, $14,400, $0 and $14,400, respectively, for Board fees,
$4,500, $3,219, $4,500 and $4,500, respectively, in 401(k) contributions,
and $31,600, $5,799, $7,200 and $8,400, respectively, in term life
insurance premium equivalent payments.
(7) Includes payments to Mr. T. Hammond, Mr. M. Hammond, Mr. Carrie and Ms.
Anderson of $25,200, $25,200, $9,600 and $15,600, respectively, for Board
fees, $4,500, $3,500, $4,500 and $2,378, respectively, in 401(k)
contributions and $26,640, $3,791, $4,800 and $6,000, respectively, in term
life insurance premium equivalent payments for such persons.
(8) Such options were granted in May 1997 with a vesting period of two years
from date of grant and have an exercise price of $13 per share.
6
<PAGE>
OPTION GRANTS IN FISCAL YEAR 1997. The following table contains information
concerning the grant of stock options under the Company's Option Plan to the
persons named in the Summary Compensation Table set forth above.
<TABLE>
<CAPTION>
Number of Securities Percent of Total Grant Date Value
Underlying Options Options Granted Exercise of -----------------
Granted to Employees in Base Price Expiration Grant Date
Name (#)(a) Fiscal Year ($ per share) Date Present Value (b)
- ---------------------- ----------------------- ------------------ ------------- ---------- -----------------
<S> <C> <C> <C> <C> <C>
Thomas J. Hammond 400,000 36.1% $13.00 5/2004 $1,388,000
Mark T. Hammond 250,000 22.6% $13.00 5/2004 867,000
Michael W. Carrie 65,000 5.9% $13.00 5/2004 225,550
Joan H. Anderson 45,000 4.1% $13.00 5/2004 156,150
</TABLE>
(a) Options granted under the Option Plan are incentive stock options with an
exercise price equal to the fair market value at the time of issuance. Such
options vest after two years.
(b) Represents the present value of the option at the date of grant as
determined using the Black-Scholes option pricing model. In calculating the
present value of the option grant, the following assumptions were utilized:
(i) the current market price of the underlying Common Stock at the date of
grant was $13 per share; (ii) the continuously compounded risk-free rate of
return expressed on an annual basis was 7%; (iii) expected volatility of 39%;
(iv) dividends on the underlying Common Stock increased at an annual rate of
2%; and (v) expected lives of 6.0 years. These assumptions are used for
illustrative purposes only. No assurance can be given that actual experience
will correspond to the assumptions utilized.
AGGREGATED OPTION EXERCISES IN 1997 AND YEAR-END OPTION VALUES. The following
table sets forth information concerning the value of options held by the named
executive officers at the end of the fiscal year.
<TABLE>
<CAPTION>
Number of Securities Underlying Value of Unexercised
Unexercised Options in-the-Money Options at
Shares Acquired on Value at Fiscal Year End Fiscal Year End (a)
Name Exercise (#) Realized ($) Exercisable/Unexercisable Exercisable/Unexercisable
- ----------------------- ------------------- ------------ ------------------------------- --------------------------
<S> <C> <C> <C> <C>
Thomas J. Hammond -- -- -- / 400,000 $--/$2,720,000
Mark T. Hammond -- -- -- / 250,000 --/$1,700,000
Michael W. Carrie -- -- -- / 65,000 --/$ 442,000
Joan H. Anderson -- -- -- / 45,000 --/$ 306,000
</TABLE>
(a) Represents the difference between fair market value of underlying Common
Stock at fiscal year-end (based on the most recent sales price known to
management) and the exercise price. Options are in-the-money if the fair
market value of the underlying securities exceeds the exercise price of the
Option and out-of-the-money if the exercise price of unexercisable options
exceeds current fair market value. These options do not vest until May 1999.
Employment Contracts. The Company and the Bank have entered into separate
employment agreements effective December 31, 1997 and pursuant to which Thomas
J. Hammond serves as Chief Executive Officer of the Company and the Bank and
Mark T. Hammond will serve as President of the Company and the Bank. In such
capacities, Messrs. Hammond and Hammond are responsible for overseeing all
operations of the Company and the Bank, and for implementing the policies
adopted by the Boards of Directors. In addition, the Company and the Bank
entered into separate employment agreements with Mr. Carrie in his capacity as
Executive Vice President and Chief Financial Officer and Ms. Anderson in her
capacity as Executive Vice President. All such employment agreements are
referred to herein collectively as "Employment Agreements" and all persons who
have entered into such Employment Agreements are referred to herein as
"Employees."
The Boards of Directors of the Company and the Bank each believe that the
Employment Agreements assure fair treatment of the Employees in relation to
their career with the Bank by providing them with a limited form of financial
security while committing such persons to future employment with the Bank for
the term of their
7
<PAGE>
respective agreements. In the event that any Employee prevails over the Bank in
a legal dispute as to an Employment Agreement, he or she will be reimbursed for
his or her legal and other expenses.
The terms of the agreements are three years and provide for annual base
salaries of $600,000, $405,002, $205,076, and $169,000, for Messrs. T. Hammond,
M. Hammond and Carrie and Ms. Anderson, respectively. On each anniversary date
from the date of commencement of the Employment Agreements, the term of
employment under the Employment Agreements will be extended for an additional
one-year period beyond the then effective expiration date, upon a determination
by the Board of Directors that the performance of the Employee has met the
required performance standards and that such Employment Agreements should be
extended. The Employment Agreements provide the Employee with a salary review
by the Board of Directors not less often than annually, as well as with
inclusion in any discretionary bonus plans, retirement and medical plans,
customary fringe benefits, vacation and sick leave.
The Employment Agreements terminate upon the Employee's death or
disability, and are terminable by the Bank for "just cause" as defined in the
Employment Agreements. In the event of termination for just cause, no severance
benefits are available. If the Bank terminates the Employee without just cause,
the Employee will be entitled to a continuation of his or her salary and
benefits from the date of termination through the remaining term of such
Employee's Employment Agreement, plus an additional 12-month period, and, at the
Employee's election, either cash in an amount equal to the cost to the Employee
of obtaining health, life, disability, and other benefits which the Employee
would have been eligible to participate in through the Employment Agreement's
expiration date or continued participation in such benefit plans through the
agreement's expiration date, provided the Employee continued to qualify for
participation therein. If the Employment Agreements are terminated due to the
Employee's "disability" (as defined in the Employment Agreements), the Employee
will be entitled to a continuation of his or her salary and benefit for up to
180 days following such termination. In the event of the Employee's death
during the term of the Employment Agreement, his or her estate will be entitled
to receive his or her salary through the last day of the calendar month in which
the Employee's death occurred. The Employee is able to terminate voluntarily
his or her Employment Agreement by providing 90 days' written notice to the
Board of Directors of the Bank, in which case the Employee is entitled to
receive only his compensation, vested rights and benefits up to the date of
termination.
The Employment Agreements contain provisions stating that in the event of
the Employee's involuntary termination of employment in connection with, or
within one year after, any change in control of the Bank or the Company other
than for "just cause," the Employee will be paid within 10 days of such
termination an amount equal to the difference between (i) 2.99 times his or her
"base amount," as defined in Section 280G(b)(3) of the Code, and (ii) the sum of
any other parachute payments, as defined under Section 280G(b)(2) of the Code,
that the Employee receives on account of the change in control. "Control"
generally refers to the acquisition, by any person or entity, of the ownership
or power to vote more than 25% of the Bank's or the Company's voting stock, the
control of the election of a majority of the Bank's or the Company's directors,
or the exercise of a controlling influence over the management or policies of
the Bank or the Company. In addition, under the Employment Agreements, a change
in control occurs when, during any consecutive two-year period, directors of the
Bank or the Company at the beginning of such period cease to constitute at least
a majority of the Board of Directors of the Bank or the Company. The amount
determined using the foregoing formula would also be paid (i) in the event of an
Employee's voluntary termination of employment within 30 days following a change
in control, or (ii) in the event of the Employee's voluntary termination of
employment within one year following a change in control, upon the occurrence,
or within 90 days thereafter, of certain specified events following the change
in control, which have not been consented to in writing by the Employee,
including (i) the requirement that the Employee perform his or her principal
executive functions more than 50 miles from his or her primary office, (ii) a
reduction in the Employee's base compensation as then in effect, (iii) the
failure of the Company or the Bank to increase the Employee's salary or to pay
the Employee discretionary bonuses, (iv) the failure of the Company or the Bank
to continue to provide the Employee with compensation and benefits, including
material vacation, fringe benefits, stock option and retirement plans, (v) the
assignment to the Employee of duties and responsibilities which are other than
those normally associated with his or her position with the Bank and the
Company, (vi) a material reduction in the Employee's authority and
responsibility, and (vii) in the case of an employee who is also a director, the
failure to re-elect the Employee to the Company's or the Bank's Board of
Directors. The aggregate payments that would be made to Messrs. T. Hammond, M.
Hammond and Carrie and Ms. Anderson, assuming termination of employment, other
than for just cause, within one year of the change in control at January 1,
1998, would be approximately $3.3 million, $1.0 million, $648,000 and $481,000,
respectively. These provisions may have an anti-takeover effect by making it
more expensive for a potential acquirer to obtain control of the Bank or the
Company.
8
<PAGE>
EMPLOYEE STOCK ACQUISITION PLAN. The Company has implemented the Flagstar
Bancorp, Inc. 1997 Employee Stock Acquisition Plan ("Purchase Plan"), the
purpose of which is to encourage broad-based ownership by employees of the
Company and, as a result, to provide an incentive for employees at all levels to
contribute to the profitability and success of the Company. The Purchase Plan
will enable the Company to offer a convenient means for the employees who might
not otherwise own Common Stock to purchase and hold the Common Stock, and
through the partial refund feature of the Purchase Plan, to provide a meaningful
inducement to participate.
The Purchase Plan will be administered by the Board of Directors. All
employees of the Company, its subsidiaries or affiliates who work 20 hours per
week or more with at least 12 months of continuous employment and all directors
will be eligible to participate.
Under the Purchase Plan, eligible participants would be free to purchase from
any third party and on the open market shares of the Common Stock and, upon
providing evidence of the purchase to the Company, the employees would receive a
payment from the Company equal to 15% of the full price of the shares. No
employee would receive such reimbursement for total purchases in any one year in
excess of 7% of the employee's gross income from the Company in the prior
calendar year. Costs related to the sale of such shares will be borne by the
individuals. Participants in the Purchase Plan will be asked to sign a
statement acknowledging that they are aware of the condition of the Purchase
Plan that the shares so purchased may not be sold for a period of one year.
Participants will be entitled, with respect to Common Stock acquired under the
Purchase Plan, to the same rights and distributions as are other holders of the
Common Stock. The Purchase Plan has not been designed to comply with the
requirements of Section 423 of the Code with respect to "employee stock purchase
plans." As a result, participants in the Purchase Plan will likely be taxed for
federal income tax purposes in the year the refund is received by them. Costs
incurred by the Company pursuant to the Purchase Plan are expected to be
deductible as an expense by the Company.
INCENTIVE COMPENSATION PLAN. The Company has also implemented the Flagstar
Bancorp, Inc. 1997 Incentive Compensation Plan (the "Incentive Compensation
Plan") which is unfunded and as to which benefits will be payable only in the
form of cash from the Company's general assets. The purposes of the Incentive
Compensation Plan will be to attract and retain the best available personnel for
positions of substantial responsibility with the Company and to provide
additional incentives to employees of the Company in the event the Company
achieves certain financial performance goals indicative of its profitability and
stability.
The Incentive Compensation Plan will be administered by a committee ( the
"Incentive Compensation Committee") consisting of the Company's Compensation
Committee. The Incentive Compensation Committee will decide, from year to year,
which employees of the Company will be eligible to participate in the Incentive
Compensation Plan and the size of the bonus pool. The plan year of the
Incentive Compensation Plan will correspond to the Company's fiscal year.
Directors who are not employees may not participate in the Incentive
Compensation Plan.
Each employee who is eligible to receive a bonus at the end of a plan year
will receive a bonus equal to a specified percentage of his or her base salary
adjusted by a mathematical formula which reflects aspects of the Company's
results for that year. However, the Incentive Compensation Committee may, in
its discretion, by resolution adopted before the first day of any plan year,
change said percentage. The aggregate amount of bonuses payable for any plan
year will be proportionately reduced to the extent that the payment would cause
the Bank to cease to be a "well-capitalized" institution. For 1997, the
Incentive Compensation Plan provides for bonuses to be tied to return on equity,
return on assets, deposit growth, CAMELS rating and the volume of loan
originations.
DEFERRED COMPENSATION PLAN. The Company has implemented the 1997 Deferred
Compensation Plan (the "Plan"), which is intended to permit employees and
directors to defer the current receipt of income until such time as funds or
assets are distributed in the future. Employees may elect to defer up to 25
percent of annual compensation and directors may defer their entire
compensation. Funds deferred remain the property of the Bank or the Company and
subject to the claims of the creditors of the Bank or the Company in the event
of default. However, the funds will be placed in a trust with an independent
trustee and the individual participants may direct that their deferred amounts
be invested in stock of the Company purchased on the open market. Upon
withdrawal, the participant will have the option of receiving the stock or the
proceeds of its sale at the then market price. All withdrawals from the Plan
trust would then be taxable as ordinary income.
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<PAGE>
WHOLE LIFE INSURANCE POLICY. The Bank also pays the premiums of variable
whole life insurance policies which are available to all officers of the Bank.
The beneficiary of each such policy is the estate of the officer, except that
the Bank is the beneficiary to the extent of all premiums paid by the Bank for
such policy.
REPORT OF THE COMPENSATION COMMITTEE
------------------------------------
OVERVIEW AND PHILOSOPHY
The Company's executive officers are also executive officers of the Bank
and are compensated by the Bank not the Company. However, the responsibility
for setting policies that govern executive compensation, and for recommending
the components and structure of the compensation plans for executive officers of
the Company rests with the Company's Compensation Committee (the "Committee").
The Committee is comprised of Directors James D. Coleman, Chairman, Richard S.
Elsea, and John R. Kersten.
Under the direction of the Committee, the Company has developed and
implemented compensation policies and plans that embody a pay-for-performance
philosophy. The policies and plans encourage achievement of objectives as
formulated by the Company's Board of Directors and its committees and reward
exceptional performance as determined by the Committee. In the opinion of the
Committee, this approach strengthens the Company's long-term performance by
making the goals and objectives of executive management congruent with those of
the Company and its stockholders. The Committee also believes that competitive
executive compensation and the structure of the Company's compensation plans are
essential to the Company's desire to attract and retain qualified management.
For 1997, the Committee considered and determined the compensation only for
Messrs. Thomas and Mark Hammond, whereas the balance of the executive officers
were considered by the Bank's Compensation Committee. Beginning in 1998, the
Committee will review and determine the compensation for all four executive
officers.
EXECUTIVE COMPENSATION PROGRAMS
Within this overall purpose, the Committee has determined that the
Company's executive compensation program should have four primary components:
base salary; cash bonuses under the stockholder-approved incentive compensation
plan; long-term incentive compensation in the form of stock option awards under
the stockholder-approved stock option plan; and other competitive benefits.
Base and incentive compensation for executive officers depends primarily on
regional and national surveys of compensation paid to executive officers of
other savings and loan holding companies, commercial banks and mortgage lending
institutions similar in size, market capitalization, scope of operations and
other characteristics, as well as the Company's operating results.
Base Compensation. The Committee has determined that the base compensation
for the Company's executive officers should be based primarily on the salaries
paid to executives having comparable responsibilities at other similar
institutions. A primary, but not the sole, source of information upon which the
base compensation of executive officers is based are available surveys of
compensation paid to executives performing similar functions at other financial
institutions and/or mortgage banking companies. In setting base salaries, the
Committee also considers other qualitative factors such as the overall
performance of the Company and the personal performance and effectiveness of
each officer.
Incentive Compensation. The Company has adopted the 1997 Incentive
Compensation Plan (the "Incentive Plan"), which relies on the specific
performance of the Company each year compared with the performance of those
companies with which the Company competes, as well as returns on assets and
equity, the OTS CAMELS rating of the Bank, deposit growth and loan origination
growth, all considered in relation to the annual forecasted goals of the
Company. Incentive compensation under the Incentive Plan may take the form of
cash, the amount of which is generally based upon a mathematical formula.
Bonuses for each fiscal year are calculated as a percentage of a participant's
base annual compensation, depending on title.
Long-Term Incentive Compensation. The Compensation Committee believes that
the grant of stock options encourages the Company's executives to focus on
managing the Company from the perspective of an equity owner. The Company has
therefore adopted two plans that enable employees and officers to develop an
equity interest in Flagstar, the most significant of which for senior officers
are the 1997 Employees and Directors Stock Option Plan (the "Option Plan") and
the 1997 Employee Stock Acquisition Plan (the "Purchase Plan").
Stock options have been granted under the Option Plan to senior and mid-
level executives, the amounts and terms of which were determined by the
Committee. The number of options granted was based on criteria that included
consideration for the officer's responsibility, performance and salary level.
The value of these options, which vest after
10
<PAGE>
a two-year period and are exercisable for five years thereafter, is intended to
track the performance of the Common Stock over an extended period of time.
Other Benefits. In addition to the foregoing, the Company provides
medical, dental and life insurance and defined contribution pension plan
qualifying under Sections 401(a) and Section 401(k) of the Internal Revenue Code
of 1986, as amended to senior executives that are generally available to all
Company employees, and other perquisites that are comparable to standards within
the financial institutions industry.
COMPENSATION OF THE CHIEF EXECUTIVE OFFICER
As Chairman and Chief Executive Officer, Thomas J. Hammond's base salary is
reviewed annually by the Committee in accordance with the procedures and
policies described above. Since the Company's executive compensation plans
discussed previously are for the most part linked to the Company's performance
compared with the peer group and subject to formula calculation, his
participation in these plans is determined in the same general manner as are
other executive officers.
In connection with the initial public offering of the Company's Common
Stock in early 1997, Mr. Hammond suggested and agreed that his prior year's base
salary of $1,000,000 be reduced to $600,000 with the primary purpose of placing
greater emphasis on incentive compensation in the form of bonuses. During 1997,
Mr. Hammond was awarded $1,000,000 as a bonus (under the Incentive Plan).
The Committee believes that Mr. Hammond's total compensation for 1997
appropriately reflected his contribution to the Company's financial results.
For 1997, the Company's performance in the key area of return on equity greatly
exceeded the performance of its peers. The Company's record financial results
for 1997, especially as measured by net income, were also significantly above
all previous results for the Company. The Committee believes that this
performance was indicative of a well-managed company during a challenging
business climate.
COMPENSATION COMMITTEE
James D. Coleman, Chairman
Richard S. Elsea
John R. Kersten
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
-----------------------------------------------------------
The Bank's full Board of Directors acts as a compensation committee for
both the Company and the Bank.
Except for Directors Thomas J. Hammond, Mark T. Hammond, Joan H. Anderson,
and Michael W. Carrie, no member of the Board of Directors of the Company was
(a) an officer or employee of the Company or any of its subsidiaries during the
fiscal year ended December 31, 1997, (b) a former officer of the Company or any
of its subsidiaries, or (c) an insider (i.e., director, officer, director or
officer nominee, greater than 5% stockholder, or immediate family member of the
foregoing) of the Company or any of its subsidiaries and engaged in transactions
with the Company or any subsidiary involving more than $60,000 during the fiscal
year ended December 31, 1997 or otherwise rendered services to the Company
through a law firm or investment banking firm.
Further, no executive officer of the Company, at any time during 1997, also
served on a compensation committee or otherwise as a director of another company
whose executive officer served on the Company's Compensation Committee or as a
director of the Company.
CUMULATIVE STOCK PERFORMANCE GRAPH
----------------------------------------
The graph and table that follow show the cumulative return on the Common
Stock since the commencement of trading on April 30, 1997 and concurrent
registration of the Common Stock with the Securities and Exchange Commission
under Section 12 of the Securities Exchange Act of 1934, as amended. This
return is compared in the table and graph with the cumulative return over the
same period with the following two indices: (i) the All U.S. Nasdaq Index and
the Nasdaq Financial Index. The graph and table were prepared assuming that
$100 was invested on April 30, 1997 in the Common Stock and in each of the
indices. Cumulative total return on the Common Stock or the two indices equals
the total increase in value since April 30, 1997. No reinvestment of dividends
has been assumed due to
11
<PAGE>
the immaterial amounts paid in 1997. The stockholder returns shown on the
performance graph are not necessarily indicative of the future performance of
the Common Stock or any particular index.
CUMULATIVE TOTAL STOCKHOLDER RETURN
COMPARED WITH PERFORMANCE OF SELECTED INDICES
APRIL 30, 1997 THROUGH DECEMBER 31, 1997
[GRAPH OF COMPARATIVE STOCK PERFORMANCE CHART APPEARS HERE]
<TABLE>
<CAPTION>
Index April 30 6/30/97 12/31/97
- -------------------------------------------------------------------
<S> <C> <C> <C>
Flagstar Bancorp, Inc. 100.00 123.81 150.83
All U.S. Nasdaq 100.00 114.74 125.81
Nasdaq Financial Index 100.00 115.00 145.28
</TABLE>
CERTAIN TRANSACTIONS
--------------------
The Company and its subsidiaries have had, and expect to have in the
future, transactions in the ordinary course of business with directors and
executive officers and members of their immediate families, as well as with
principal stockholders. All loans included in such transactions were made in
the ordinary course of business on substantially the same terms, including
interest rates and collateral, as those prevailing for comparable transactions
with non-affiliated persons. It is the belief of management that such loans
neither involved more than the normal risk of collectability nor presented other
unfavorable features.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
-------------------------------------------------------
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
officers and directors, and persons who own more than 10% of a registered class
of the Company's equity securities, to file reports of ownership and changes in
ownership with the SEC. Officers, directors and greater-than-10% stockholders
are required to furnish the Company with copies of all such reports. Based
solely on its review of copies of such reports received by it, or written
representations from certain reporting persons that no annual report of change
in beneficial
12
<PAGE>
ownership is required, the Company believes that, during the year
ended December 31, 1997, all such filing requirements were satisfied.
INDEPENDENT AUDITORS
--------------------
The Board of Directors has appointed the public accounting firm of Grant
Thornton L.L.P. to continue as independent auditors for the Company for the
fiscal year ending December 31, 1998. Grant Thornton L.L.P. served as the
Company's independent auditors for the year ended December 31, 1997. A
representative of Grant Thornton L.L.P. is expected to be present at the Annual
Meeting and available to respond to appropriate questions, and will have the
opportunity to make a statement if he or she so desires.
STOCKHOLDER PROPOSALS
---------------------
Any stockholder who intends to present a proposal for action at next year's
annual meeting of the stockholders and would like a copy of the proposal
included in the Company's proxy materials for that meeting must forward a copy
of the proposal or proposals to the Company's principal executive office at 2600
Telegraph Road, Bloomfield Hills, Michigan 48302, and must be received by the
Company not later than November 30, 1998. Nothing in this paragraph shall be
deemed to require the Company to include in its proxy statement and proxy
relating to the 1999 annual meeting any stockholder proposal that does not meet
all of the requirements for inclusion established by the Securities and Exchange
Commission in effect at the time such proposal is received.
OTHER MATTERS
-------------
The Board of Directors is not aware of any other business to be presented
for action by the stockholders at the Annual Meeting other than those matters
described in this Proxy Statement and matters incident to the conduct of the
Annual Meeting. If, however, any other matters known are properly brought
before the Annual Meeting, the persons named in the accompanying proxy will vote
such proxy on such matters as determined by a majority of the Board of
Directors.
MISCELLANEOUS
-------------
The cost of soliciting proxies will be borne by the Company. The Company
will reimburse brokerage firms and other custodians, nominees and fiduciaries
for reasonable expenses incurred by them in sending proxy materials to the
beneficial owners of Common Stock. In addition to solicitations by mail,
directors, officers and regular employees of the Company may solicit proxies
personally or by telegraph or telephone number without additional compensation.
The Company's 1997 Annual Report to Stockholders (the "Annual Report"),
including financial statements, has been mailed to all persons who were
stockholders of record as of the close of business on the Record Date. Any
stockholder who has not received a copy of the Annual Report may obtain a copy
by writing to the Secretary of the Company. The Annual Report is not to be
treated as a part of this proxy solicitation material or as having been
incorporated herein by reference.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Mary Kay McGuire
Mary Kay McGuire
Secretary
Bloomfield Hills, Michigan
March 30, 1998
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<PAGE>
ANNUAL REPORT ON FORM 10-K
--------------------------
A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR ENDED
DECEMBER 31, 1997, AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, WILL BE
FURNISHED WITHOUT CHARGE TO PERSONS WHO WERE STOCKHOLDERS AS OF THE RECORD DATE
UPON WRITTEN REQUEST TO THE SECRETARY, FLAGSTAR BANCORP, INC., 2600 TELEGRAPH
ROAD, BLOOMFIELD HILLS, MICHIGAN 48302.
- -------------------------------------------------------------------------------
14
<PAGE>
FLAGSTAR BANCORP, INC.
2600 TELEGRAPH ROAD
BLOOMFIELD HILLS, MICHIGAN 48302
REVOCABLE PROXY FOR THE ANNUAL MEETING
OF STOCKHOLDERS
MAY 4, 1998
The undersigned hereby constitutes and appoints Michael W. Carrie,
Joan H. Anderson and James D. Coleman, and each of them, the proxies of the
undersigned, with full power of substitution, to attend the Annual Meeting of
Stockholders of Flagstar Bancorp, Inc. (the "Company") to be held at the
national headquarters of Flagstar Bank, FSB, 2600 Telegraph Road, Bloomfield
Hills, Michigan on May 4, 1998 at 1:00 p.m., local time, and any adjournments
thereof, and to vote all the shares of stock of the Company which the
undersigned may be entitled to vote, upon the following matters.
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS OF THE COMPANY, WILL
BE VOTED IN ACCORDANCE WITH THE INSTRUCTIONS MARKED HEREIN, AND WILL BE VOTED
FOR THE ELECTION OF DIRECTORS AND AS DETERMINED BY A MAJORITY OF THE BOARD OF
DIRECTORS AS TO OTHER MATTERS, IF NO INSTRUCTIONS TO THE CONTRARY ARE MARKED
HEREIN.
1. The Election of Directors: Mark T. Hammond, James D. Isbister and
John R. Kersten.
[ ] FOR all nominees listed above [ ] WITHHOLD AUTHORITY to vote
(except as marked to the for all nominees listed
contrary below). above.
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, PRINT
THAT NOMINEE'S NAME BELOW.)
________________________________________________________________________________
2. The transaction of such other business as may properly come before
the Annual Meeting or any adjournments thereof.
The undersigned hereby acknowledges receipt of a copy of the
accompanying Notice of Annual Meeting of the Stockholders and Proxy Statement
and the Annual Report to Stockholders for the fiscal year ended December 31,
1997, and hereby revokes any proxy heretofore given. THIS PROXY MAY BE REVOKED
AT ANY TIME BEFORE ITS EXERCISE.
Date:_______________________________________
Signature:__________________________________
Signature:__________________________________
PLEASE MARK, DATE AND SIGN AS YOUR NAME APPEARS HEREIN AND RETURN IN THE
ENCLOSED ENVELOPE. If acting as executor, administrator, trustee, guardian,
etc. you should so indicate when signing. If the signor is a corporation,
please sign the full name by duly appointed officer. If a partnership, please
sign in partnership name by authorized person. If shares are held jointly, each
stockholder named should sign.
1
