<PAGE>
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. N/A)
<TABLE>
<S> <C>
Filed by the registrant [X]
Filed by a party other than the registrant [ ]
Check the appropriate box: [ ] Confidential, for Use of
[ ] Preliminary proxy statement the Commission Only (as
[X] Definitive proxy statement permitted by Rule 14a-6(e)(2)
[ ] Definitive additional materials
[ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
</TABLE>
CBC HOLDING 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)(1) and 0-
11.
(1) Title of each class of securities to which transaction applies:
- --------------------------------------------------------------------------------
(2) Aggregate number of securities to which transactions applies:
- --------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
- --------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
- --------------------------------------------------------------------------------
(5) Total fee paid:
- --------------------------------------------------------------------------------
[ ] Fee paid previously with preliminary materials.
- --------------------------------------------------------------------------------
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the form or schedule and the date of its filing.
(1) Amount previously paid:
- --------------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement no.:
- --------------------------------------------------------------------------------
(3) Filing Party:
- --------------------------------------------------------------------------------
(4) Date Filed:
- --------------------------------------------------------------------------------
<PAGE>
CBC HOLDING COMPANY
102 West Roanoke Drive
Fitzgerald, Georgia 31750
(912) 423-4321
March 16, 1999
To the Shareholders of CBC Holding Company:
You are cordially invited to attend the annual meeting of shareholders of
CBC Holding Company (the "Company") to be held at Community Banking Company of
Fitzgerald, located at 102 W. Roanoke Drive, Fitzgerald, Georgia, on Wednesday,
April 7, 1999 at 5:00 p.m. The official Notice of the Meeting, the Proxy
Statement of management of the Company and the Company's Annual Report to
Shareholders accompany this letter.
The principal business of the meeting will be to elect directors to serve
for a one year term until 2000 and to review the operations of the Company and
its wholly-owned subsidiary, Community Banking Company of Fitzgerald, for the
past year.
We cannot take any action at the meeting unless the holders of a majority
of the outstanding shares of Common Stock of the Company are represented, either
in person or by proxy. Therefore, whether or not you plan to attend the
meeting, please mark, date, and sign the enclosed form of proxy, and return it
to the Company in the envelope provided as soon as possible.
Sincerely,
George M. Ray
President and
Chief Executive Officer
<PAGE>
CBC HOLDING COMPANY
102 West Roanoke Drive
Fitzgerald, Georgia 31750
(912) 423-4321
NOTICE OF THE ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD APRIL 7, 1999
To the Shareholders of CBC Holding Company:
CBC Holding Company hereby notifies you that the Annual Meeting of
Shareholders of CBC Holding Company will be held on Wednesday, April 7, 1999, at
5:00 p.m. at Community Banking Company of Fitzgerald, located at 102 W. Roanoke
Drive, Fitzgerald, Georgia, for the following purposes:
(1) To elect fifteen persons to serve as directors of the Board of
Directors; and
(2) To transact such other business as may properly come before the
meeting or any adjournments thereof.
The Board of Directors has fixed the close of business on March 15, 1999,
as the record date for the determination of shareholders entitled to notice of
and to vote at the meeting.
We request that you mark, date, sign, and return the enclosed form of proxy
as soon as possible. If you attend the meeting and wish to revoke a proxy that
you had previously returned, you may do so at any time before the proxy is
exercised.
By Order of the Board of Directors,
John T. Croley, Jr.
Vice Chairman and Secretary
March 16, 1999
<PAGE>
CBC HOLDING COMPANY
102 West Roanoke Drive
Fitzgerald, Georgia 31750
(912) 423-4321
_______________________________________________________
PROXY STATEMENT FOR 1999 ANNUAL MEETING
_______________________________________________________
VOTING
------
The Board of Directors of CBC Holding Company (the "Company") is furnishing
this Proxy Statement to solicit proxies for use at the Annual Meeting of
Shareholders to be held on Wednesday, April 7, 1999, and at any adjournments of
the Annual Meeting. In addition to this solicitation by mail, the officers and
employees of the Company and its wholly-owned subsidiary, Community Banking
Company of Fitzgerald (the "Bank"), without additional compensation, may solicit
proxies in favor of the Proposal, if necessary, by personal contact, letter,
telephone or other means of communication. The Company requests brokers,
nominees and other custodians and fiduciaries to forward proxy solicitation
material to beneficial owners of the Company Common Stock, and the Company will
reimburse them for their reasonable expenses incurred in connection with such
transmittals. The Company will bear the costs of solicitation of proxies for
the Annual Meeting.
The Company is mailing this Proxy Statement and the form of proxy to
shareholders on or about March 16, 1999. If the enclosed form of proxy is
properly executed, returned, and not revoked, it will be voted in accordance
with the specifications made by the shareholder. If the form of proxy is signed
and returned but specifications are not made, the proxy will be voted FOR the
election of the nominees to the Board of Directors.
Shareholders who sign proxies have the right to revoke them at any time
before they are voted by delivering to George M. Ray, President and Chief
Executive Officer of the Company, at the main office of the Company, either an
instrument revoking the proxy or a duly executed proxy bearing a later date or
by attending the meeting and voting in person.
The record date for determining the holders of Common Stock who are
entitled to notice of and to vote at the Annual Meeting is March 15, 1999. As
of the close of business on the record date, the authorized common stock, $1.00
par value (the "Common Stock"), of the Company consisted of 10,000,000 shares,
with 664,097 shares issued and outstanding. Each issued and outstanding share
is entitled to one vote.
Directors are elected by a plurality of the shares present in person or by
proxy and entitled to vote. Only those votes actually cast will be counted for
the purpose of determining whether a particular nominee received sufficient
votes to be elected. Accordingly, any abstentions and broker non-votes will not
be included in vote totals and will not be considered in determining the outcome
of the vote.
Approval of any other matter that may properly come before the Annual
Meeting requires the affirmative vote of a majority of shares of Common Stock
present in person or by proxy and entitled
<PAGE>
to vote on such matter. Abstentions will be counted in determining the minimum
number of votes required for approval and will, therefore, have the effect of
negative votes. Broker non-votes will not be counted as votes for or against
approval of any other matter properly brought before the Annual Meeting.
DIRECTORS AND EXECUTIVE OFFICERS
--------------------------------
ELECTION OF DIRECTORS
---------------------
The Company's Articles of Incorporation provide that the Company's Board of
Directors shall hold office for a term of one year. The following table shows
for each nominee: (a) his name, (b) his age at December 31, 1998, (c) how long
he has been a director of the Company, (d) his position(s) with the Company and
the Bank, and (e) his principal occupation and recent business experience.
DIRECTOR NOMINEES
For One-Year Term Expiring 2000
<TABLE>
<CAPTION>
Director
Name and Age Since* Positions with the Company and Business Experience
- ------------ ----- --------------------------------------------------
<S> <C> <C>
Sidney S. (Buck) Anderson, Jr., 1996 Chairman of the Board of the Company and the
63 Bank, General Manager - Dixie Peanut Company since 1977.
James Thomas Casper, III, 1996 Certified Public Accountant - Worthington and
43 Casper, CPA, PC since 1977.
Charles A. (Pete) Clark, Sr., 1998 Chief Executive Officer and Owner - C&S Aircraft
52 Service, Inc.; Chief Executive Officer and Owner - Ewing
Dusting Service, Inc.
John T. Croley, Jr., 1996 Secretary and Vice Chairman of the Company and
49 the Bank; Attorney - sole practitioner since 1986.
A.B.C. (Chip) Dorminy, III, 1996 President - ABCD Farms, Inc.
50 CEO - Farmers Quality Peanut Co. and D&F Grain Co. since 1977.
John S. Dunn, 1996 Owner - Shep Dunn Construction since 1968.
54
William P. Herlovich, 1996 Retired Banker, National Bank of Fitzgerald and
70 First State Bank of Fitzgerald, 1960 until 1984.
</TABLE>
2
<PAGE>
<TABLE>
<CAPTION>
Director
Name and Age Since* Positions with the Company and Business Experience
- ------------ ------ --------------------------------------------------
<S> <C> <C>
Lee Phillip Liles, 1996 Agency Manager - Georgia Farm Bureau Mutual
49 Insurance Co. since 1977.
Steven L. Mitchell, 1996 President - Mitchell Bros. Timber Co. since
41 1983; Part Owner - Irwin Timber Co.
James A. Parrott, II, 1996 Owner - Standard Supply Co. & Building Materials,
59 Inc. since 1964.
Jack F. Paulk, 1996 Agency Field Executive - State Farm Insurance
49 since 1980.
George M. Ray, 1996 President & Chief Executive Officer of the Company
52 and the Bank.
Robert E. Sherrell, 1996 Attorney - Jay, Sherrell, Smith & Braddy, P.C. since
62 1969.
John Edward Smith, III, 1996 Attorney - Jay, Sherrell, Smith & Braddy, P.C. since
50 1973.
Wyndall L. Walters, 1998 President - Irwin Company Motors (doing
51 business as Fitzgerald Ford Lincoln Mercury)
</TABLE>
*The Company was incorporated in October 1996. Each of these individuals also
serves on the Board of Directors of the Bank.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR EACH OF THE NOMINEES
LISTED ABOVE.
EXECUTIVE OFFICERS
------------------
L. Wayne Lowrey served as President and Chief Executive Officer of the
Company from the Company's incorporation on October 11, 1996 until February 13,
1998. George M. Ray was named as the Company's President and Chief Executive
Officer, effective February 13, 1998. Prior to being named as President and
Chief Executive Officer of the Company and the Bank, Mr. Ray served as Executive
Vice President and Senior Credit Officer of the Bank. From August 1993 until
1996, Mr. Ray was Executive Vice President of The Bank of Villa Rica, located in
Villa Rica, Georgia. From 1968 until August 1993, Mr. Ray was employed by
NationsBank of Georgia, N.A. (and its predecessors) in various capacities.
3
<PAGE>
MEETINGS AND COMMITTEES OF THE BOARD
------------------------------------
During the year ended December 31, 1998, the Board of Directors of the
Company held twelve joint meetings with the Board of Directors of the Bank. All
directors attended at least 75% of the meetings of the Board of Directors of the
Company.
The Board of Directors of the Company does not have audit, compensation or
nominating committees.
COMPENSATION OF EXECUTIVE OFFICERS AND DIRECTORS
------------------------------------------------
CHIEF EXECUTIVE OFFICER
-----------------------
The following tables set forth certain information relating to various
forms of compensation paid or granted to the Company's chief executive officer
in fiscal years 1997 and 1998.
SUMMARY COMPENSATION TABLE
The following table presents the total compensation the Company (or the
Bank prior to the formation of the Company as the bank holding company of the
Bank) paid during fiscal years 1997 and 1998 to its chief executive officer.
<TABLE>
<CAPTION>
===============================================================================================================
Long-Term Compensation
----------------------
Annual Compensation Awards Payouts
------------------------------------ -------------------
Other Restricted All
Annual Stock Options/ LTIP Other
Salary Bonus Compensation Awards SARs Payouts Compensation
Name and Position Year ($) ($) ($) ($) (#) ($) ($)
- ----------------- ---- ------- ------ ------------- ----------- --------- -------- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
George M. Ray,/(1)/ 1998 84,027 0 0 0 0 0 2,175/(3)/
President and Chief 1997 73,440 0 0 0 0 0 0
Executive Officer
L. Wayne Lowrey,/(2)/ 1998 14,337 0 0 0 0 0 0
Former President and 1997 86,000 0 0 0 0 0 0
Chief Executive Officer
===============================================================================================================
</TABLE>
(1) Mr. Ray currently serves as President and Chief Executive Officer of the
Company. Prior to being appointed as President and Chief Executive Officer
of the Company on February 13, 1998, Mr. Ray served as Executive Vice
President and Senior Credit Officer of the Bank.
(2) Mr. Lowrey served as President and Chief Executive Officer of the Company
from October 11, 1996 until February 13, 1998.
(3) Consists of contributions to the Company's 401(k) made by the Company on
behalf of Mr. Ray.
4
<PAGE>
OPTION GRANTS IN FISCAL YEAR 1998
The Company did not grant any options during fiscal year 1998.
DIRECTOR COMPENSATION
---------------------
The Company did not pay fees to its directors for attending board meetings
in 1998.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
--------------------------------------------------------------
The following table lists the number of shares of the Company's Common
Stock beneficially owned as of December 31, 1998 by (a) each director and
executive officer of the Company, and (b) all executive officers and directors
as a group. There are no shareholders who hold greater than 5% of the Company's
outstanding Common Stock who are not also directors of the Company. The
information shown below is based upon information furnished to the Company by
the named persons. Unless otherwise indicated, each person is the record owner
and has sole voting and investment power with respect to his shares.
Information relating to beneficial ownership of the Company is based upon
"beneficial ownership" concepts set forth in rules promulgated under the
Securities Exchange Act of 1934, as amended. Under such rules a person is
deemed to be a "beneficial owner" of a security if that person has or shares
"voting power," which includes the power to vote or to direct the voting of such
security, or "investment power," which includes the power to dispose or to
direct the disposition of such security. Under the rules, more than one person
may be deemed to be a beneficial owner of the same securities. A person is also
deemed to be a beneficial owner of any security of which that person has the
right to acquire beneficial ownership within sixty (60) days from the Company's
record date. None of the individuals listed below had the right to acquire
shares of the Company's Common Stock within 60 days of March 15, 1999.
<TABLE>
<CAPTION>
Amount
and Nature of Percent
Name and Address Beneficial Ownership of Class (%)
----------------- -------------------- ------------
<S> <C> <C>
(a) Directors and Executive Officers
--------------------------------
Sidney S. (Buck) Anderson 70,000/(1)/ 10.54
701 South Grant Street
Fitzgerald, Georgia 31750
James Thomas Casper, III 10,000/(2)/ 1.51
116 Cherokee Court
Fitzgerald, Georgia 31750
</TABLE>
5
<PAGE>
<TABLE>
<S> <C> <C>
Charles A. (Pete) Clark, Sr. 10,300/(3)/ 1.55
P. O. Box 898
Fitzgerald, Georgia 31750
John T. Croley, Jr. 25,000/(4)/ 3.76
132 Lakeview Drive
Fitzgerald, Georgia 31750
A.B.C. (Chip) Dorminy, III 34,500/(5)/ 5.19
248 Lincoln Avenue
Fitzgerald, Georgia 31750
John S. Dunn 5,000/(6)/ 0.75
619 Highway 129 South
Fitzgerald, Georgia 31750
William P. Herlovich 1,000/(7)/ 0.15
104 Manassas Court
Fitzgerald, Georgia 31750
Lee Phillip Liles 5,000/(8)/ 0.75
204 Meadowlark Lane
Fitzgerald, Georgia 31750
Steven L. Mitchell 5,000/(9)/ 0.75
1208 W. Roanoke Drive
Fitzgerald, Georgia 31750
James A. Parrott, II 7,600/(10)/ 1.14
146 Franklin
Fitzgerald, Georgia 31750
Jack F. Paulk 11,200/(11)/ 1.69
103 Cherokee Court
Fitzgerald, Georgia 31750
George M. Ray 2,300/(12)/ 0.35
1046 West Roanoke Drive
Fitzgerald, Georgia 31750
Robert E. Sherrell 12,200/(13)/ 1.84
815 West Magnolia
Fitzgerald, Georgia 31750
</TABLE>
6
<PAGE>
<TABLE>
<S> <C> <C>
John Edward Smith, III 4,000/(14)/ 0.60
141 Whispering Way
Fitzgerald, Georgia 31750
Wyndall L. Walters 3,000/(15)/ 0.45
P. O. Box 1409
Fitzgerald, Georgia 31750
(b) Directors and Executive Officers, 206,100 31.03
---------------------------------
as a group/(16)/
----------
</TABLE>
__________________
/(1)/ Consists of 70,000 shares owned directly by Mr. Anderson.
/(2)/ Consists of 10,000 shares owned jointly by Mr. Casper and his
spouse.
/(3)/ Consists of (i) 9,800 shares held directly by Mr. Clark and (ii) 500
shares held jointly by Mr. Clark and his son.
/(4)/ Consists of 25,000 shares owned directly by Mr. Croley.
/(5)/ Consists of (i) 10,000 shares owned by ABCD Farms, Inc. of which Mr.
Dorminy is President; (ii) 7,500 shares owned directly by Mr.
Dorminy; (iii) 10,000 owned by Mr. Dorminy's wife, as to which
beneficial ownership is shared; (iv) 500 shares owned by Mr.
Dorminy's son, as to which beneficial ownership is shared; (v) 500
shares owned by Mr. Dorminy's daughter, as to which beneficial
ownership is shared; (vi) 3,000 shares held by The A.B.C. Dorminy,
Jr. Trust for benefit of Mr. Dorminy's son of which Mr. Dorminy is
trustee and as to which beneficial ownership is shared; and (vii)
3,000 shares held by The A.B.C. Dorminy, Jr. Trust for benefit of
Mr. Dorminy's daughter of which Mr. Dorminy is trustee and as to
which beneficial ownership is shared.
/(6)/ Consists of 5,000 shares owned directly by Mr. Dunn.
/(7)/ Consists of 1,000 shares owned jointly by Mr. Herlovich and his
wife.
/(8)/ Consists of 5,000 shares owned directly by Mr. Liles.
/(9)/ Consists of (i) 3,000 shares owned directly by Mr. Mitchell; (ii)
1,000 shares held by Mr. Mitchell as custodian for his daughter, as
to which beneficial ownership is shared; and (iii) 1,000 shares held
by Mr. Mitchell as custodian for his son, as to which beneficial
ownership is shared.
7
<PAGE>
/(10)/ Consists of (i) 7,500 shares owned directly by Mr. Parrott; and
(ii) 100 shares owned by Mr. Parrott's spouse, as to which
beneficial ownership is shared.
/(11)/ Consists of (i) 10,000 shares owned directly by Mr. Paulk; (ii) 500
shares owned by Mr. Paulk's spouse, as to which beneficial
ownership is shared; and (iii) 700 shares owned by Mr. Paulk's
daughters, as to which beneficial ownership is shared.
/(12)/ Consists of 3,500 shares owned in an IRA account for Mr. Ray.
/(13)/ Consists of 12,200 shares owned directly by Mr. Sherrell.
/(14)/ Consists of (i) 1,000 shares owned directly by Mr. Smith; and (ii)
3,000 shares owned jointly by Mr. Smith and his mother.
/(15)/ Consists of (i) 2,000 shares owned directly by Mr. Walters and (ii)
1,000 shares held by Mr. Walters' children, as to which beneficial
ownership is shared.
/(16)/ During 1998, George Ray was the only executive officer of the
Company.
COMPLIANCE WITH SECTION 16(A)
-----------------------------
OF THE SECURITIES EXCHANGE ACT OF 1934
--------------------------------------
Section 16 of the Securities and Exchange Act of 1934 requires the
Company's officers, directors and greater than 10% shareholders ("Reporting
Persons") to file certain reports ("Section 16 Reports") with respect to
beneficial ownership of the Company's securities. Based on its review of the
Section 16 Reports furnished to the Company by its Reporting Persons, none of
the Reporting Persons made late Section 16 filings with respect to transactions
in 1998.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
----------------------------------------------
The Company and the Bank have banking and other business transactions in
the ordinary course of business with directors and officers of the Company and
the Bank and their affiliates, including members of their families,
corporations, partnerships or other organizations in which such directors and
officers have a controlling interest, on substantially the same terms (including
price, interest rate and collateral) as those prevailing at the same time for
comparable transactions with unrelated parties. In the opinion of management of
the Bank, such banking transactions do not involve more than the normal risk of
collectibility or present other unfavorable features to the Company or the Bank.
8
<PAGE>
INDEPENDENT PUBLIC ACCOUNTANTS
------------------------------
Thigpen Jones Seaton & Co. is the accounting firm responsible for preparing
an audited report of the Company's financial statements. Thigpen Jones Seaton &
Co. has acted as the Company's accounting firm since 1996. A representative
from Thigpen Jones Seaton & Co. is expected to be present at the meeting and
will be given the opportunity to make a statement if he or she desires to do so
and will be available to respond to appropriate questions from shareholders.
SHAREHOLDER PROPOSALS
---------------------
Any shareholder proposal intended for inclusion in the Company's proxy
material for the 2000 Annual Meeting of Shareholders must be received at the
principal offices of the Company not later than December 5, 1999.
OTHER MATTERS
-------------
The Board of Directors of the Company knows of no other matters that may be
brought before the meeting. If, however, any matter other than the election of
directors, or matters incidental thereto, should properly come before the
meeting, votes will be cast pursuant to the proxies in accordance with the best
judgment of the proxyholders.
If you cannot be present in person, you are requested to complete, sign,
date, and return the enclosed proxy promptly. An envelope has been provided for
that purpose. No postage is required if mailed in the United States.
March 16, 1999
9
<PAGE>
CBC HOLDING COMPANY
-------------------
PROXY
-----
SOLICITED BY THE BOARD OF DIRECTORS
-----------------------------------
FOR THE ANNUAL MEETING OF SHAREHOLDERS
--------------------------------------
TO BE HELD ON APRIL 7, 1999
---------------------------
The undersigned hereby appoints George M. Ray and Sidney S. (Buck) Anderson
as Proxies, each with the power to appoint his substitute, and hereby authorizes
them or either of them to represent and to vote, as designated below, all of the
Common Stock of CBC Holding Company, 102 West Roanoke Drive, Fitzgerald,
Georgia, which the undersigned would be entitled to vote if personally present
at the Annual Meeting of Shareholders (the "Meeting") to be held at the Bank,
located at 102 W. Roanoke Drive, Fitzgerald, Georgia, on Wednesday, April 7,
1999 at 5:00 p.m., and at any adjournments thereof, upon the proposal described
in the accompanying Notice of the Annual Meeting and the Proxy Statement
relating to the Meeting, receipt of which is hereby acknowledged.
THE BOARD OF DIRECTORS RECOMMENDS VOTES FOR THE PROPOSAL.
--------------------------------------------------------
PROPOSAL: (1) To elect the fifteen (15) persons listed below to serve as
directors of the Company for a term of one year.
Sidney S. (Buck) Anderson, Jr. John S. Dunn Jack F. Paulk
James Thomas Casper, III William P. Herlovich George M. Ray
Charles A. (Pete) Clark, Sr. Lee Phillip Liles Robert E. Sherrell
John T. Croley, Jr. Steven L. Mitchell John Edward Smith, III
A. B. C. (Chip) Dorminy, III James A. Parrott, III Wyndall L. Walters
as members of the Board of Directors, as described in the Proxy Statement.
[_] FOR all nominees listed above [_] WITHHOLD AUTHORITY
(except as indicated to the to vote for all nominees
contrary below). listed above.
INSTRUCTION: TO WITHHOLD AUTHORITY FOR ANY INDIVIDUAL NOMINEE,
---------------------------------------------------------------
MARK "FOR" ABOVE, BUT WRITE THAT NOMINEE'S NAME IN THE SPACE BELOW.
------------------------------------------------------------------
DISCRETIONARY AUTHORITY IS HEREBY CONFERRED AS TO ALL OTHER MATTERS
-------------------------------------------------------------------
WHICH MAY COME BEFORE THE ANNUAL MEETING.
-----------------------------------------
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER
----------------------------------------------------------------
DIRECTED BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION TO THE CONTRARY
--------------------------------------------------------------------------
IS INDICATED, IT WILL BE VOTED FOR THE PROPOSAL.
------------------------------------------------
If stock is held in the name of more than one person, all holders should
sign. Signatures should correspond exactly with the name or names appearing on
the stock certificate(s). When signing as attorney, executor, administrator,
trustee, or guardian, please give full title as such. If a corporation, please
sign in full corporate name by President or other authorized officer. If a
partnership, please sign in partnership name by authorized person.
Dated:______________________________________, 1999
(Be sure to date your Proxy)
__________________________________________________
Name(s) of Shareholder(s)
__________________________________________________
Signature(s) of Shareholder(s)
Please mark, date, and sign this Proxy, and return it in the enclosed,
return-addressed envelope. No postage is necessary.
PLEASE RETURN PROXY AS SOON AS POSSIBLE.
---------------------------------------
DO YOU PLAN TO ATTEND THE ANNUAL MEETING? [_] YES [_] NO
