O.A.K. FINANCIAL CORPORATION
2445 84th Street, S.W.
Byron Center, Michigan 49315
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Be Held April 27, 2000
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders (the "Annual
Meeting") of O.A.K. Financial Corporation (the "Corporation"), a Michigan
corporation, will be held on April 27, 2000, at 9:00 a.m., at the Byron Township
Hall, 8085 Byron Center, S.W., Byron Center, Michigan, for the following
purposes:
1. To elect three directors, each to hold office for a 3-year term.
2. To transact such other business as may properly come before the
meeting or any adjournment thereof.
The Board of Directors has fixed March 1, 2000, as the record date for the
determination of shareholders entitled to notice of and to vote at the meeting
or any adjournment thereof.
By order of the Board of Directors,
/s/ John A. Van Singel
John A. Van Singel, Secretary
Your vote is important. Even if you plan to attend the meeting, please
date and sign the enclosed proxy form, indicate your choice with
respect to the matters to be voted upon, and return it promptly in the
enclosed envelope. Note that if the stock is held in more than one
name, all parties must sign the proxy form.
Dated: March 24, 2000
<PAGE>
O.A.K. FINANCIAL CORPORATION
2445 84th Street, S.W.
Byron Center, Michigan 49315
PROXY STATEMENT
This Proxy Statement and the enclosed proxy are furnished in connection
with the solicitation of proxies by the Board of Directors of O.A.K. Financial
Corporation (the "Corporation"), a Michigan bank holding company, to be voted at
the Annual Meeting of Shareholders of the Corporation to be held on Thursday,
April 27, 2000, at 9:00 a.m., at the Byron Township Hall, 8085 Byron Center,
S.W., Byron Center, Michigan, or at any adjournment or adjournments thereof, for
the purposes set forth in the accompanying Notice of Annual Meeting of
Shareholders and in this Proxy Statement.
VOTING AT THE MEETING
This Proxy Statement has been mailed on or about March 24, 2000, to all
holders of record of common stock of the Corporation as of the record date. The
Board of Directors of the Corporation has fixed the close of business on March
1, 2000, as the record date for the determination of shareholders entitled to
notice of and to vote at the Annual Meeting of Shareholders and any adjournment
thereof.
The Corporation has only one class of capital stock authorized which is
common stock of the par value of $1.00 per share. There are presently 2,041,775
shares of common stock of the Corporation outstanding. Each outstanding share
will entitle the holder thereof to one vote on each separate matter presented
for vote at the meeting. Votes cast at the meeting and submitted by proxy are
counted by the inspectors of the meeting, who are appointed by the Corporation.
If a Proxy in the enclosed form is properly executed and returned to the
Corporation, the shares represented by the Proxy will be voted at the Annual
Meeting and any adjournment thereof. If a shareholder specifies a choice, the
Proxy will be voted as specified. If no choice is specified, the shares
represented by the Proxy will be voted for the election of all of the nominees
named in the Proxy Statement and for the proposals, if any, set forth in this
Proxy Statement, and in accordance with th judgment of the persons named as
proxies with respect to any other matter which may come before the meeting. A
proxy may be revoked before exercise by notifying the Secretary of the
Corporation in writing or in open meeting, by submitting a proxy of a later
date, or attending the meeting and voting in person. All shareholders are
encouraged to date and sign the enclosed proxy form, indicate your choice with
respect to the matters to be voted upon, and return it to the Corporation.
ELECTION OF DIRECTORS
The Articles of Incorporation of the Corporation authorize the Board of
Directors to establish the size of the Board. The Board of Directors has
established the size of the Board for 2000 at eight (8) persons with the
authority to increase to nine (9) persons. The Articles of Incorporation also
provide for the division of the Board of Directors into three (3) classes of
nearly equal size with staggered 3-year terms of office. Three people have been
nominated by the Board of Directors for election to the Board to serve a three
year term expiring at the 2003 Annual Meeting of Shareholders. The Board has
nominated John Peterson, David Van Solkema and Gerald Williams each for a 3-year
term. Mr. Peterson, Mr. Van Solkema and Mr. Williams are incumbent directors
previously elected by the Corporation's shareholders.
Unless otherwise directed by a shareholder's proxy, the persons named as
proxy holders in the accompanying proxy will vote for the nominees named above.
In the event any of such nominees shall become unavailable, which is not
anticipated, the Board of Directors in its discretion may designate substitute
nominees, in which event the enclosed proxy will be voted for such substitute
nominees. Proxies cannot be voted for a greater number of persons than the
number of nominees named.
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<PAGE>
Except for those persons nominated by the Board of Directors, no other
persons may be nominated for election at the 2000 annual meeting. The
Corporation's Articles of Incorporation require at least 60 days prior written
notice of any other proposed shareholder nomination and no such notice has been
received.
A plurality of the votes cast at the meeting is required to elect the
nominees as directors of the Corporation. As such, individuals who receive the
largest number of votes cast at the meeting will be elected as directors. Shares
not voted at the meeting, whether by abstention, broker nonvote, or otherwise,
will not be treated as votes cast at the meeting.
The Board of Directors recommends a vote FOR the election of all the
persons nominated by the Board.
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<PAGE>
VOTING SECURITIES AND BENEFICIAL OWNERSHIP OF MANAGEMENT
At March 1, 2000, the Corporation had outstanding 2,041,775 shares of
common stock, par value $1.00 per share. Shareholders are entitled to one vote
for each full share of common stock registered in their names at the close of
business on March 1, 2000, the record date fixed by the Board of Directors.
Votes cast at the meeting and submitted by proxy are counted by the inspectors
of the meeting, who are appointed by the Corporation.
As of March 1, 2000, no person was known by management to be the beneficial
owner of more than 5% of the outstanding common stock of the Company except as
follows:
<TABLE>
Name and Address of Amount and Nature of Approximate
Beneficial Owner Beneficial Ownership Percent of Class
------------------ ---------------------- ----------------
<S> <C> <C>
Charles Andringa 126,380 6.19%
2807 Bridgeside Drive
Caledonia, MI 49316
Willard and Jane Van Singel (1) 287,821 (1) 13.18%
8977 Lindsey Lane, S.W.
Byron Center, MI 49315
</TABLE>
(1) Willard and Jane Van Singel are husband and wife. Of the shares shown
above, Mr. Van Singel has sole voting and investment power with
respect to 153,372 shares (7.51%) and Mrs. Van Singel has sole voting
and investment power with respect to 115,758 shares (5.67%).
The information in the following table sets forth the beneficial ownership
of the Corporation's common stock by each of the executive officers listed in
the Summary Compensation Table presented later and by all directors and
executive officers as a group.
<TABLE>
Person Amount and Nature of Approximate
Beneficial Ownership Percent of Class
<S> <C> <C>
John A. Van Singel............................. 43,656 (1)(2) 2.13%
John Peterson ................................. 1,224 (2) ---
All executive officers and directors as a group
(consisting of 15 persons)............... 127,039 (2)(3) 6.19%
</TABLE>
(1) Includes 8,266 shares owned by Mr. Van Singel's minor children and
19,482 shares owned jointly by Mr. Van Singel with his parents,
Willard and Jane Van Singel.
(2) Includes shares subject to stock options exercisable within 60 days as
follows: Mr. Van Singel - 2,000; Mr. Peterson - 1,006; and all
executive officers and directors as a group - 11,750.
(3) Included for informational purposes are 20,846 shares to which
officers and directors disclaim beneficial ownership.
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<PAGE>
INFORMATION ABOUT DIRECTORS AND DIRECTOR NOMINEES
The following information relating to the principal occupation or
employment has been furnished to the Corporation by the respective directors and
director nominees. Each of those persons have been engaged in the occupations
stated below for more than 5 years.
<TABLE>
Nominee for Election as Director for Term Expiring in 2003
Amount and Nature
of Beneficial
Director of Ownership Approximate
Age Corporation Since 3/1/99(1) Percent of Class
<S> <C> <C> <C> <C>
John Peterson............................. 51 1999 1,224 *
Executive Vice President,
Byron Center State Bank
David Van Solkema......................... 58 1988 3,172 *
President, Jobbers Warehouse
Service, Inc.
(an auto parts distributor)
Gerald Williams........................... 67 1988 11,530 (4) *
President, Dorr Farm Products
(Farm equipment retailer)
Directors Whose Terms Expire in 2002
Lois Smalligan............................ 67 1988 45,506 (2) 2.20%
Vice President and Mortgage Loan
Officer, Byron Center State Bank
John A. Van Singel........................ 45 1988 43,656 (3) 2.13%
President, Byron Center State Bank
Directors Whose Terms Expire in 2001
Norman Fifelski........................... 54 1988 3,824 *
Owner, Hillcrest Foods and Fuel
Dellvan Hoezee............................ 65 1991 6,230 (5) *
President, Hudsonville Creamery
Robert Deppe.............................. 39 1997 884 *
President, Robert Deppe Building
and Development Inc.
</TABLE>
*Represents less than one percent
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<PAGE>
(1) This information is based upon the Corporation's records as of March 1,
2000, and information supplied by the persons listed above. The number of
shares stated in this column includes shares owned of record by the
shareholder and shares which, under federal securities regulations, are
deemed to be beneficially owned by the shareholder, including shares
subject to stock options exercisable within 60 days. Unless otherwise
indicated below, the persons named in the table have sole voting and sole
investment power or share voting and investment power with their respective
spouses, with respect to all shares beneficially owned.
(2) Includes 12,056 shares owned by Ms. Smalligan's husband and 20,846 shares
owned by Ms. Smalligan's children, as to which she disclaims beneficial
ownership.
(3) Includes 8,266 shares owned by Mr. Van Singel's minor children and 19,482
shares owned jointly by Mr. Van Singel with his parents, Willard and Jane
Van Singel.
(4) 10,030 of these shares are owned by Mr. Williams' wife.
(5) Includes 3,160 shares owned by Hudsonville Creamery & Ice Cream Co., a
corporation in which Mr. Hoezee owns a one-third interest.
Director Compensation
Directors of the Corporation and the Bank are paid an annual retainer fee
of $10,000 for their service on both boards. No compensation is paid for
attendance at Corporation or Bank Board or committee meetings; although
discretionary bonuses were paid to each non-employee director amounting to
$2,500, $8,000 and $8,000 for the years ended December 31, 1999, 1998 and 1997,
respectively. During 1999, the Board of Directors of the Corporation and the
Bank held a total of 24 regular meetings. Various committees of the Board held
meetings as needed. Each director attended at least 75% of the total number of
meetings of the Board of Directors and meetings of committees on which they
served.
In 1988, the Bank adopted a deferred compensation plan for directors that
provides for benefit payments to the participant and his or her family upon
retirement or death. All of the Corporation's directors, except for Messrs.
Deppe and Peterson, are participants in this plan. This plan allowed for the
deferral of director fees in return for the payment of certain defined benefits
payable upon termination of one's service as a director of the Bank. The cost of
this plan was $109,670, $109,670, and $108,856 in 1999, 1998 and 1997,
respectively. The total accrued liability of the Bank under this plan was
$775,707 as of December 31, 1999. The Bank has purchased life insurance policies
on the lives of the participating directors with the Bank as the owner and
beneficiary. The life insurance policies will be used to fund the benefits under
the plan. The cash surrender value of the policies was $1,086,253 as of December
31, 1999. As of January 1, 1997, no further deferrals of directors fees may b
made under this plan.
In 1998, the Bank adopted a new deferred compensation plan for directors.
The plan permits the Board to defer the payment of fees for service on the
Board. Fees which are deferred are credited to the deferred compensation
accounts of the individual participating directors and invested in a manner
determined by the board. The Board is authorized to direct the Bank to purchase
policies of life insurance on the life of participating directors as one of the
investment vehicles under the plan. If life insurance policy is purchased with
respect to a participating director's life, the Bank is the owner and
beneficiary of the policy. Upon a director's retirement, the cash value of the
policy is paid out to the director in annual installments over a period of
fifteen years. If a participating director dies before beginning to receive
payments, the Bank will pay a beneficiary designated by the director a death
benefit in lieu of deferred compensation in an amount equal to the greater of
the amount o fees credited to the director's deferred compensation account or an
amount payable each year for ten years equal to ten percent of the death
benefit, if any, received by the Bank as a result of the director's death from
any insurance policy purchased by the Bank on the director's life as an
investment for purposes of the deferred compensation plan.
On January 28, 1999, the Board of Directors adopted the O.A.K. Financial
Corporation 1999 Directors' Stock Option Plan, which was approval by the
Company's shareholders at the April 22, 1999 Annual Meeting. On February 18,
1999, stock options to purchase 500 shares were granted to each non-employee
director.
The Audit Committee, comprised of Messrs. Fifelski, Hoezee and Van Solkema,
met on three occasions during 1999. Its primary duties and responsibilities
include annually recommending to the Board of Directors an independent public
accounting firm to be appointed auditors of the Corporation and the Bank,
reviewing the scope and fees for the
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<PAGE>
audit, reviewing all the reports received from the independent certified public
accountants, reviewing the activities of, and coordinating matters, with the
internal auditing department.
COMPENSATION OF EXECUTIVE OFFICERS
Committee Report on Executive Compensation
Decisions on the compensation of the Corporation's executive officers are
made by the Board's nonemployee directors consisting of Messrs. Deppe, Fifelski,
Hoezee, Van Solkema and Williams. To ensure this Committee's independence, the
Board of Directors has, from time to time, used outside consultants to assist
the Committee in its deliberations. This Committee report addresses the
Corporation's compensation policies and programs for the year ended December 31,
1999.
Base Salary - Excluding consideration of other relevant factors, which may
include individual performance, experience, expertise and tenure, the Board
intends to maintain the base salaries of the Corporation's executive officers
and senior managers within peer group levels.
Annually, the Committee establishes a base wage for the President and Chief
Executive Officer, Mr. Van Singel, and for Mr. Peterson and Ms. Smalligan. The
Committee's determination is based upon compensation levels established by the
Corporation's peers and evaluations by consultants.
The base salaries of all other executive officers are established by the
Corporation's President and Chief Executive Officer.
Annual Cash Incentive - To provide performance incentives and to compensate
for the reduction in base salary, the strategy provides for annual cash awards
that are payable if the Corporation and the Byron Center State Bank meet or
exceed annual performance objectives established by the Board of Directors.
Long-Term Incentives - To align the interests of its executive officers and
senior managers with the Corporation's shareholders, the compensation strategy
includes the 1999 Stock Compensation Plan ("1999 Stock Plan") and a qualified
employee stock ownership and 401(K) plan. During 1999, 9,250 incentive stock
options were granted to a total of twelve executives of the Corporation. The
number of shares subject to each option was based upon the position and a
discretionary assessment of the performance of each grantee. The options awarded
in 1999 vest after one year. The 1999 Stock Plan also allows the Corporation to
issue restricted stock to officers and employees of the Corporation and its
subsidiaries. However, no shares of restricted stock were awarded in 1999.
Robert Deppe, Norman Fifelski, Dellvan Hoezee, David Van Solkema, Gerald
Williams
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<PAGE>
EXECUTIVE COMPENSATION SUMMARY
The following table sets forth the compensation paid by the Bank during the
last three years to its Chief Executive Officer and during the past year to its
Executive Vice President. There are no employees of the Corporation; all
personnel are employed by the Bank. No other executive officers of the
Corporation or the Bank received annual compensation in excess of $100,000
during this period.
<TABLE>
Annual Compensation Long-Term
Comensation
Securities
Underlying All Other
Name and Principal Position Year Salary Bonus Options Compensation(1)
--------------------------- ---- ------ ----- ------ ---------------
<S> <C> <C> <C> <C> <C>
John Van Singel, President and 1999 $170,000 $45,000 2,000 $10,356
Chief Executive Officer 1998 $160,000 $45,000 0 $12,906
1997 $150,000 $40,000 0 $12,906
John Peterson, Executive 1999 $ 93,000 $17,500 1,006 $10,547
Vice President 1998 $ 87,000 $14,000 0 $ 9,304
</TABLE>
(1) The amount set forth in this column includes (a) Bank contributions to the
Bank's Profit Sharing Plan of $10,200, $12,750, and $12,750 for Mr. Van
Singel for 1999, 1998 and 1997, respectively, Bank contributions of $7,791
and $9,148 for Mr. Peterson for 1999 and 1998, and (b) the dollar value of
premiums paid by the Bank for term life insurance on behalf of Mr. Van
Singel and Mr. Peterson.
The Corporation and the Bank maintain the 1999 Stock Compensation Plan and
the Employee Stock Ownership Plan implemented in January 1999 as a part of the
Corporation's 401(k) Profit Sharing Plan. The Bank maintains a bonus plan,
whereby cash bonuses are paid to employees if the Bank exceeds certain
predetermined levels of earnings established each year by the Board of
Directors.
Stock options are believed to help align the interests of employees with
the interests of shareholders by promoting stock ownership by employees and by
rewarding them for appreciation in the price of the Corporation's stock. Stock
options outstanding during 1999 were granted under the 1999 Stock Compensation
Plan.
The following table sets forth information concerning stock options granted
to and retained by the named executive officers of the Corporation during 1999.
None of the named officers exercised stock options during 1999:
<TABLE>
EXECUTIVE OPTION GRANTS IN LAST FISCAL YEAR
Percent of Potential Realizable Value at
Total Assumed Annual Rates of
Number of Options Stock Appreciation
Shares Granted to for Option Term
Underlying Employees
Options in Fiscal Exercise Expiration
Granted Year Price(2) Date 0% 5% 10%
------- ------- --------- ---------- --- --- ---
<S> <C> <C> <C> <C> <C> <C> <C>
John A. Van Singel 2,000 21.62% $50.00 2/17/2009 $0 $62,880 $159,374
John Peterson 1,006 10.87% $50.00 2/17/2009 0 $31,629 $ 80,168
</TABLE>
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<PAGE>
The per share exercise price of each option is equal to the market value of
the common stock on the date each option was granted. All outstanding options
were granted for a term of ten years. Options terminate, subject to certain
limited exercise provisions, in the event of death, retirement, or other
termination of employment. No option is exercisable until twelve months after
the date of grant.
<TABLE>
YEAR END OPTION VALUES
Number of Shares Underlying Value of Unexercised
Unexercised Options at In-the-Money Options at
Year end Year End
Name Exercisable/Unexercisable Exercisable/Unexercisable
---- ------------------------- -------------------------
<S> <C> <C>
John A. Van Singel 2,000/0 $10,000/0
John Peterson 1,006/0 $ 5,030/0
</TABLE>
The per share exercise price of each option is equal to the market value of
the common stock on the date each option was granted. All outstanding options
were granted for a term of ten years. Options terminate, subject to certain
limited exercise provisions, in the event of death, retirement, or other
termination of employment. No option is exercisable until twelve months after
the date of grant.
CERTAIN TRANSACTIONS
Certain directors and officers of the Corporation have had and are expected
to have in the future, transactions with the Bank, or have been directors or
officers of corporations, or members of partnerships, which have had and are
expected to have in the future, transactions with the Bank. All such
transactions with officers and directors, either directly or indirectly, have
been made in the ordinary course of business and on substantially the same
terms, including interest rates and collateral, as those prevailing at the same
time for comparable transactions with other customers, and these transactions do
not involve more than the normal risk of collectibility or present other
unfavorable features. All such future transactions, including transactions with
principal shareholders and other Corporation affiliates, will be made in the
ordinary course of business, on terms no less favorable to the Corporation than
with other customers, and will be subject to approval by a majority of the
Corporation's independent, outside disinterested directors.
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<PAGE>
SHAREHOLDER RETURN PERFORMANCE GRAPH
Set forth below is a line graph comparing the yearly percentage change in
the cumulative total shareholder return on the Corporation's common stock with
that of the cumulative total return on the MG Group Index and the NASDAQ Stock
Market Index for the five year period ended December 31,1999. The MG Group Index
is an index composed of 64 banks and bank holding companies located in the
Midwest and published by Media General Financial Services. The following
information is based on an investment of $100, on December 31, 1994, in the
Corporation's common stock, the MG Group Index, and the NASDAQ Stock Market
Index, with dividends reinvested. There has been only limited trading in the
Corporation's Common Stock, there are no market makers for such shares, and the
Corporation's common stock does not trade on any stock exchange or on the NASDAQ
market. Accordingly, the returns reflected in the following graph and table are
based on sale prices of the Corporation's stock of which management is aware
There may have been sales at higher or lower prices of which management is not
aware.
[GRAPHIC OMITTED]
<TABLE>
1994 1995 1996 1997 1998 1999
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
O.A.K. Financial 100 121.99 146.44 182.04 272.18 304.10
- ------------------------------------------------------------------------------------------------------------------------
MG Group Index 100 145.56 184.46 331.92 368.24 305.58
- ------------------------------------------------------------------------------------------------------------------------
NASDAQ Market Index 100 129.71 161.18 197.16 278.08 490.46
- ------------------------------------------------------------------------------------------------------------------------
</TABLE>
Source: Media General Financial Services, Richmond, Virginia
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<PAGE>
RELATIONSHIP WITH INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
The financial statements of the Corporation for the year ended December 31,
1999 have been examined by Rehmann Robson PC, independent certified public
accountants. A representative of Rehmann Robson PC will be at the Annual Meeting
of Shareholders and will have an opportunity to make a statement and be
available to answer appropriate questions. Rehmann Robson PC has been
reappointed by the Board of Directors as the independent public accountants of
the Corporation and its subsidiaries for the year ending December 31, 2000.
SHAREHOLDER PROPOSALS
No shareholder may present a proposal for consideration at the 2001 Annual
Meeting of Shareholders unless notice is given not later than February 26, 2001
to the Corporation in compliance with Article XI of the Corporation's Articles
of Incorporation stating the shareholder's intention to do so. Any shareholder
proposal to be considered by the Corporation for inclusion in the 2001 Annual
Meeting of Shareholders proxy materials must be received by the Corporation no
later than November 23, 2000.
OTHER BUSINESS
The Board of Directors is not aware of any matter to be presented for
action at the meeting, other than the matters set forth herein. If any other
business should come before the meeting, the proxy will be voted in respect
thereof in accordance with the best judgment of the persons authorized therein,
and discretionary authority to do so is included in the proxy. The cost of
soliciting proxies will be borne by the Corporation. In addition to solicitation
by mail, officers and other employees o the Corporation and its subsidiaries may
solicit proxies by telephone or in person, without compensation other than their
regular compensation.
The Annual Report on Form 10-K of the Corporation for 1999 is included with
this Proxy Statement. Copies of the report will also be available for all
shareholders attending the Annual Meeting. The Form 10-K and certain other
periodic filings are filed with the Securities and Exchange Commission (the
"Commission"). The Commission maintains an Internet web site that contains
reports and other information regarding companies, including the Corporation,
that file electronically. The Commission's web site address is
http:\\www.sec.gov.
Shareholders are urged to sign and return the enclosed proxy in the
enclosed envelope. A prompt response will be helpful and appreciated.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ John A. Van Singel
John A. Van Singel
Secretary
March 24, 2000
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<PAGE>
O.A.K. Financial Corporation This Proxy is solicited
2445 84th Street, S.W. on behalf of the
Byron Center, Michigan 49315 Board of Directors
PROXY
The undersigned hereby appoints David Van Solkema and John Van Singel as
Proxies, each with the power to appoint his substitute, and hereby authorizes
them to represent and to vote, as designated below, all the shares of Common
Stock of O.A.K. Financial Corporation held of record by the undersigned on March
1, 2000, at the annual meeting of shareholders to be held April 27, 2000, and at
any adjournment thereof.
1. In the election of three director to be elected for a term expiring in 2003
[ ] FOR the nominee listed below [ ] WITHHOLD AUTHORITY
to vote for the nominee listed below
John Peterson, David Van Solkema, Gerald Williams
(INSTRUCTION: To withhold authority to vote for any individual nominee
strike a line through the nominee's name in the list below.)
2. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting.
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 nominees listed in Proposal 1.
Please sign exactly as name appears below. When shares are held by joint
tenants, both should sign. 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.
___________________________________ ________________________________________
Signature Signature if held jointly
Dated: _________________________, 2000
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.
