SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant |X|
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[X] Definitive Proxy Statement
[X] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
FOUR OAKS FINCORP, INC.
(Name of Registrant as Specified In Its Charter)
Not Applicable
(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:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
<PAGE>
[FOUR OAKS
FINCORP, INC. LETTERHEAD]
April 3, 1998
Dear Shareholder:
Accompanying this letter please find the Notice of Annual Meeting,
Proxy Statement, Annual Report and proxy for Four Oaks Fincorp, Inc.'s Annual
Meeting. It is important for you to complete, sign, date, and return the
enclosed proxy as soon as possible even if you plan to attend the meeting in
person. If you do attend, you can revoke your proxy and vote in person.
The Annual Meeting will begin at 8:00 p.m. on Monday, April 27, 1998,
at the main office of Four Oaks Fincorp, Inc., located at 6144 US 301 South,
Four Oaks, North Carolina.
At the Annual Meeting, the Shareholders will elect the Board of
Directors for the coming year, and transact any other business properly
brought before the meeting.
Hope to see you at the Annual Meeting, and please remember to
complete, sign, and date the enclosed proxy and return it to United Carolina
Bank in the envelope provided as soon as possible.
Sincerely yours,
/s/ Ayden R. Lee, Jr.
Ayden R. Lee, Jr.
Chief Executive Officer and President
Enclosures
<PAGE>
FOUR OAKS FINCORP, INC.
6144 US 301 South
Four Oaks, North Carolina 27524
- --------------------------------------------------------------------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
April 27, 1998
- --------------------------------------------------------------------------------
You are cordially invited to attend the Annual Meeting of Shareholders of
Four Oaks Fincorp, Inc. which will be held on Monday, April 27, 1998 at 8:00
p.m., local time, at the main office of Four Oaks Fincorp, Inc., located at 6144
US 301 South, Four Oaks, North Carolina, for the following purposes:
(1) To elect the persons listed in the accompanying Proxy Statement
dated April 3, 1998 to the Board of Directors of Four Oaks Fincorp, Inc.;
and
(2) To transact such other business as may properly come before the
meeting or any adjournments thereof.
Shareholders of record at the close of business on March 9, 1998 are
entitled to notice of and to vote at the Annual Meeting and any and all
adjournments thereof.
IT IS DESIRABLE THAT YOUR SHARES OF STOCK BE REPRESENTED AT THE MEETING
REGARDLESS OF THE NUMBER OF SHARES YOU MAY HOLD. EVEN THOUGH YOU MAY PLAN TO
ATTEND THE MEETING IN PERSON, PLEASE COMPLETE AND RETURN THE ENCLOSED PROXY IN
THE ENVELOPE PROVIDED. IF YOU ATTEND THE MEETING, YOU MAY REVOKE YOUR PROXY AND
VOTE IN PERSON.
By Order of the Board of Directors
/s/ Ayden R. Lee, Jr.
Ayden R. Lee, Jr.
Chief Executive Officer and
President
April 3, 1998
<PAGE>
FOUR OAKS FINCORP, INC.
6144 US 301 South
Four Oaks, North Carolina 27524
PROXY STATEMENT
This Proxy Statement, accompanying proxy card, Notice of Annual Meeting of
Shareholders and the Annual Report are being furnished to shareholders on or
about April 3, 1998 by the Board of Directors of Four Oaks Fincorp, Inc. (the
"Company") in connection with the solicitation of proxies for use at the Annual
Meeting of Shareholders (the "Annual Meeting") to be held at the main office of
the Company, located at 6144 US 301 South, Four Oaks, North Carolina on Monday,
April 27, 1998 at 8:00 p.m., local time, and at all adjournments thereof. All
expenses incurred in connection with this solicitation will be paid by the
Company. In addition to solicitation by mail, certain officers, directors, and
regular employees of the Company, who will receive no additional compensation
for their services, may solicit proxies by telephone, personal communication, or
other means.
ANNUAL MEETING
PURPOSES OF THE ANNUAL MEETING
The principal purposes of the Annual Meeting are: (1) to elect seven
nominees to the Company's Board of Directors and (2) to transact such other
business as may properly come before the Annual Meeting or any adjournments
thereof. The Board of Directors knows of no matters other than those stated
above to be brought before the Annual Meeting or any adjournments thereof.
Nonetheless, the proxyholders named on the enclosed proxy card may vote in
accordance with the instructions of the Board of Directors or in the absence
thereof, in accordance with their discretion, on any other matter properly
presented for action of which the Board of Directors is not now aware.
PROXIES
Any proxy given pursuant to this solicitation may be revoked by the person
giving it at any time before it is exercised. Proxies may be revoked by filing
with the Secretary of the Company written notice of revocation, by duly
executing a subsequent proxy and filing it with the Secretary of the Company
before the revoked proxy is exercised, or by attending the Annual Meeting and
voting in person. If the proxy card is signed and returned, but voting
directions are not made, the proxy will be voted in favor of the proposals set
forth in the accompanying "Notice of Annual Meeting of Shareholders."
<PAGE>
RECORD DATE
The Board of Directors has fixed the close of business on March 9, 1998 as
the record date for determination of shareholders entitled to receive notice of
and to vote at the Annual Meeting and all adjournments thereof. As of the close
of business on March 9, 1998, the Company had outstanding 884,958 shares of
Common Stock, the holders of which, or their proxies, are entitled to one vote
per share.
VOTING RIGHTS
Except as otherwise provided by law, each holder of Common Stock has one
vote per share upon all matters voted upon by shareholders. The North Carolina
Business Corporation Act provides that with respect to the election of
directors, cumulative voting is not available to shareholders of the Company if,
at the time of election, the stock transfer book of the Company discloses, or it
otherwise appears, that there is no shareholder who owns or controls more than
one-fourth of the voting stock of the Company or if the Company is a corporation
that has a class of shares registered under Section 12 of the Securities
Exchange Act of 1934, as amended. At present, cumulative voting is not available
to the Company's shareholders.
SECURITY OWNERSHIP OF MANAGEMENT
AND CERTAIN BENEFICIAL OWNERS
The following table sets forth certain information as of March 9, 1998
regarding shares of Common Stock of the Company beneficially owned by (i) each
director, (ii) director nominee, (iii) each executive officer named in the
Summary Compensation Table in this Proxy Statement, and (iv) all directors and
executive officers as a group. Except as otherwise indicated, the persons listed
below have sole voting and investment power with respect to all shares of Common
Stock owned by them, except to the extent that such power may be shared with a
spouse. Fractional share amounts are rounded off to the nearest whole number.
Name of
Beneficial Owner Shares Owned(1) Percent of Class(1)
---------------- --------------- -------------------
Harold J. Sturdivant (2) 52,486 6.0%
M.S. Canaday (3) 34,833 4.0
Ayden R. Lee, Jr. (4) 17,186 2.0
Paula Canaday Bowman 16,886 2.0
William J. Edwards 4,003 *
Warren L. Grimes (5) 2,298 *
Percy Y. Lee (6) 5,060 *
All Directors and Executive Officers
as a Group (11 persons) (7) 144,452 16.3%
- -----------------
*Less than 1%
2
<PAGE>
(1) Based upon 884,958 shares of Common Stock outstanding on March 9, 1998. The
securities "beneficially owned" by an individual are determined in
accordance with the definition of "beneficial ownership" set forth in the
regulations of the Securities and Exchange Commission. Accordingly, they
may include securities owned by or for, among others, the spouse and/or
minor children of the individual and any other relative who has the same
home as such individual, as well as other securities as to which the
individual has or shares voting or investment power or has the right to
acquire under outstanding stock options within 60 days of March 9, 1998.
Beneficial ownership may be disclaimed as to certain of the securities.
(2) Includes 45,351 shares owned by spouse who has sole voting and investment
power with respect to these shares and 1,842 shares owned jointly with
spouse.
(3) Includes 5,166 shares owned by spouse who has sole voting and investment
power with respect to these shares.
(4) Includes 5,416 shares owned by spouse who has sole voting and investment
power with respect to these shares and 99 shares owned by Mr. Lee's son.
(5) Includes 1,382 shares owned jointly with spouse and 292 owned by spouse who
has sole voting and investment power with respect to these shares.
(6) Includes 3,249 shares owned jointly with spouse.
(7) Includes 2,690 shares subject to presently exercisable stock options by
non-director executive officers.
The following table sets forth certain information as of March 9, 1998
regarding any person who is known to the Company to be the beneficial owner of
more than five percent of the Company's Common Stock (except as set forth in the
table above relating to the Company's directors and executive officers).
Name and Address of Amount and Nature of
Beneficial Owner Beneficial Ownership Percent of Class
---------------- -------------------- ----------------
Josephine L. Sturdivant 52,486(1) 6.0%
5426 Hampton Road
Fayetteville, North Carolina
28311
- ------------------------
(1) Includes 1,842 shares owned jointly with her spouse, and 5,293 shares which
are owned by her spouse who has sole voting and investment power with respect to
those shares.
3
<PAGE>
ELECTION OF DIRECTORS
The nominees for the election of directors are named and certain other
information is provided in the following tabulation.
<TABLE>
<CAPTION>
Year first Positions and Offices with Company &
Name Age Elected Business Experience During Past Five Years
- ---- --- ------- ------------------------------------------
<S> <C> <C> <C>
M.S. Canaday 74 1969 Chairman of the Board of Directors of the Company and Four Oaks Bank &
Trust Company (the "Bank"); Owner of Four Oaks Drug Co.
Ayden R. Lee, Jr. 49 1983 Chief Executive Officer, President, and Director of the Company and the
Bank
Harold J. Sturdivant 70 1989 Director of the Company and the Bank; Chairman of the Compensation
Committee of the Company; Former Director and Treasurer of Sturdivant
Supply, Inc.
Paula Canaday 49 1989 Director of the Company and the Bank
Bowman
William J. Edwards 54 1990 Director of the Company and the Bank; President, Chief Executive Officer
and Chairman of the Board of Four Oaks IGA Foodliner, Inc. and Secretary
of Edwards IGA
Percy Y. Lee 57 1992 Director of the Company and the Bank; Member of Clayton
Area Advisory Board of the Bank; President of T.R. Lee
Oil Co.; Senior Partner of Lee Brother's Rental;
Partner in Lee & Dupree, a rental real estate
partnership
Warren L. Grimes 49 1992 Director of the Company and the Bank; General Partner in Reedy Creek
Direct Marketing Association; Solid Waste Division Manager for Johnston
County; Former Vice President of Finance for Davis Communications Group,
Inc. dba Broadcast Services; Former President of Trash Collection
Service, Inc.
</TABLE>
The number constituting the Board of Directors shall be not less than five
nor more than twenty-one. The number of directors within this variable range may
be fixed or changed from time to time by the shareholders or the Board of
Directors. The Board of Directors has set the number of
4
<PAGE>
directors at seven. The members of the Board of Directors are elected by the
shareholders of the Company to serve one year terms.
All directors and executive officers hold office until the next Annual
Meeting or until their successors are elected and qualified. The Board of
Directors has no reason to believe that the persons named above as nominees for
directors will be unable or will decline to serve if elected. However, in the
event of death or disqualification of any nominee or refusal or inability of any
nominee to serve, it is the intention of the proxyholders to vote for the
election of such other person or persons as the proxyholders determine in their
discretion; but in no circumstance will the proxy be voted for more than seven
nominees. Properly executed and returned proxies, unless revoked, will be voted
as directed by the shareholder or, in the absence of such direction, will be
voted in favor of the election of the recommended nominees.
Pursuant to North Carolina law, the seven candidates who receive the
highest number of votes will be elected as directors of the Company. Abstentions
and broker non-votes are not voted in the election of directors and will not be
included in determining which candidates received the highest number of votes.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" ALL OF THE NOMINEES FOR ELECTION
AS DIRECTORS.
DIRECTOR COMPENSATION
The Chairman of the Board of Directors is paid a fee of $975 per month.
Other directors, except Mr. Lee who is not paid a director's fee, are paid fees
of $775 per month. During 1997, all of the directors other than Mr. Lee were
paid a bonus of $700. Two members of the Board of Directors are related to each
other. M.S. Canaday is Paula Canaday Bowman's uncle.
BOARD OF DIRECTORS MEETINGS
During the last fiscal year, the Board of Directors of the Company met 16
times. Each incumbent director attended 75% or more of the aggregate of the
total number of Board of Director meetings and the total number of meetings held
by all committees of the Board of Directors on which he or she served. The Board
of Directors does not have separate audit or nominating committees, but performs
these functions itself. The Board of Directors Compensation Committee consists
of Harold J. Sturdivant (Chairman), Paula Canaday Bowman, Warren L. Grimes and
Ayden R. Lee, Jr. (non-voting member). The Compensation Committee is responsible
for the approval of compensation arrangements for officers of the Company and
the review of the Company's compensation plans and policies. During the last
fiscal year, the Compensation Committee met four times.
5
<PAGE>
EXECUTIVE COMPENSATION
The following tables set forth a summary of compensation for Mr. Ayden R.
Lee, Jr., Chief Executive Officer and President of the Company for the fiscal
years indicated. None of the other executive officers had total annual salary
and bonus exceeding $100,000 for any of the past three fiscal years.
SUMMARY COMPENSATION TABLE(1)
<TABLE>
<CAPTION>
Annual Compensation(2)
---------------------------------------------
Year
Ended Other Annual All Other
Name & Principal Position 12/31 Salary(3) Bonus Compensation Compensation(4)
------------------------- ----- --------- ----- ------------ ---------------
<S> <C> <C> <C> <C> <C>
Ayden R. Lee, Jr., Chief 1997 $136,082 $27,718 (2) $10,196
Executive Officer and President 1996 127,908 5,347 (2) 7,524
1995 122,400 4,932 (2) 7,119
</TABLE>
- ----------------
(1) Prior to the reorganization of the Bank into the current holding company
structure, Mr. Lee's compensation was paid by the Bank. Mr. Lee's
compensation is currently paid by the Company.
(2) Disclosure of perquisites and other personal benefits is not required
because such benefits did not equal or exceed the lesser of $50,000 or 10%
of Mr. Lee's total annual salary and bonus shown above.
(3) The amounts shown include amounts deferred by Mr. Lee under the Company's
Master Corporate Profit Sharing Retirement Plan and Trust.
(4) The 1997 amounts shown represent contributions by the Company to Mr. Lee
under the Company's Master Corporate Profit Sharing Plan and Trust in the
amount of $9,500, and the remaining amount is for premiums paid by the
Company on term life insurance.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND
FISCAL YEAR-END OPTION VALUES
The following table sets forth certain information concerning options to
purchase Common Stock held by Mr. Lee during the year ended December 31, 1997,
the aggregate value of gains on the date of exercise, and the value of
unexercised options as of December 31, 1997.
<TABLE>
<CAPTION>
Number of Securities Value of Unexercised
Underlying Unexercised In-the-Money Options
Shares Options at FY-End(#) at FY-End($)
Acquired on Exercisable/ Exercisable/
Name Exercise Value Realized(1) Unexercisable(2) Unexercisable
---- -------- ----------------- ------------- -------------
<S> <C> <C> <C> <C>
Ayden R. Lee, Jr. 16,000 $256,000 0/0 $0/0
</TABLE>
- -----------------
(1) Based on the most recent sales price of the Common Stock as of the date of
exercise of $28 per share. The exercise price of these options was $12.00
per share.
(2) No options were granted to Mr. Lee in 1997.
EMPLOYMENT AGREEMENT
The Company has an employment agreement with Ayden R. Lee, Jr., Chief
Executive Officer and President. The employment agreement provides for a
one-year term and on each anniversary date
<PAGE>
6
thereafter, the agreement automatically will be extended for an additional
year, unless either party gives notice of nonrenewal. The current base salary
under the agreement may be increased at the discretion of the Board of
Directors. The Board of Directors has established the 1998 base salary
amount for Mr. Lee at $144,000. In addition to the base salary, this
employment agreement provides, among other things, for additional benefits
applicable to executive personnel and benefits applicable to all salaried
employees of the Company. The agreement provides for termination by the
Company for "cause," as defined in the agreement, at any time.
SEVERANCE COMPENSATION AGREEMENT
The Company has adopted a severance compensation agreement for Mr. Lee that
will provide him with severance pay benefits in the event of a change in control
of the Company. The purpose of this compensation plan is to recognize the
services and contributions of Mr. Lee as a key employee and the uncertainties
relating to continual employment, reduced employee benefits, management changes,
and relocations in the event of a change in control. Under the severance
compensation agreement, in the event a change in control of the Company occurs,
as defined in the agreement, and Mr. Lee's employment is "terminated," as
defined in the agreement, he will be entitled to receive a cash severance
payment equal to two years' salary based upon his then most recent annual
compensation and the amount of his most recent annual bonus at the time of
termination. In addition, Mr. Lee will be entitled to all life insurance,
health, accidental death and dismemberment, and disability plans or programs in
which he is entitled to participate immediately prior to his termination for two
years after the date of his termination or unless and until he obtains other
full-time employment.
CERTAIN TRANSACTIONS
Certain of the directors and executive officers of the Company are
customers of and borrowers from the Bank in the ordinary course of business.
From January 1, 1997 to December 31, 1997, loans outstanding to directors and
executive officers of the Company, and their associates as a group, amounted to
a maximum of approximately $1,125,000, or 7% of the equity capital of the Bank.
All outstanding loans and commitments included in such transactions are made
substantially on the same terms, including rate and collateral, as those
prevailing at the time in comparable transactions with other customers. In the
opinion of management, these loans do not involve more than normal risk of
collectability, or contain other unfavorable features.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
the Company's officers, directors, and persons who own more than 10% of the
Company's equity securities, to file reports of ownership and changes in
ownership with the Securities and Exchange Commission ("SEC"). Officers,
directors, and greater than 10% shareholders are required by SEC regulations to
furnish the Company with copies of all Section 16(a) reports they file. Based
solely on a review of the copies of such reports furnished to the Company, or
representations by such persons that no Form 5s were required, the Company
believes that during the fiscal year ended December 31, 1997, all Section 16(a)
filing requirements applicable to its officers, directors, and greater than 10%
shareholders, were satisfied, except Percy Y. Lee and William J. Edwards who
each inadvertently failed to file one required report in October 1997. Mr. Lee
failed to report four transactions which occurred in the
7
<PAGE>
month of September 1997 and Mr. Edwards failed to report one transaction
which occurred in the month of September 1997. These transactions were instead
reported late on Form 4s for the month of November 1997.
SELECTION OF INDEPENDENT ACCOUNTANTS
Coopers & Lybrand L.L.P. served as the Company's independent accountants
for the fiscal year most recently completed. Coopers & Lybrand L.L.P.'s services
to the Company for 1997 included the audit of the Company's annual consolidated
financial statements, reviews of certain of the Company's income tax returns and
consultation on various accounting, tax, securities and other matters. A
representative of Coopers & Lybrand L.L.P. is expected to be present at the
Annual Meeting. This representative will have an opportunity to make a statement
if desired and will be available to respond to shareholder questions. There
were no non-audit services provided by Coopers & Lybrand L.L.P. during 1997.
ADDITIONAL INFORMATION
A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR
ENDED DECEMBER 31, 1997, INCLUDING THE FINANCIAL STATEMENTS AND SCHEDULES
THERETO, AS FILED WITH THE SEC WILL BE FURNISHED ON WRITTEN REQUEST, WITHOUT
CHARGE TO ANY COMPANY SHAREHOLDER. SUCH REQUESTS SHOULD BE ADDRESSED TO WANDA J.
BLOW, FOUR OAKS FINCORP, INC., 6144 US 301 SOUTH, FOUR OAKS, NORTH CAROLINA
27524 ((919) 963-2177).
SUBMISSION OF SHAREHOLDER PROPOSALS FOR 1999 ANNUAL MEETING
Any proposals that shareholders intend to present for a vote of
shareholders at the 1999 Annual Meeting of Shareholders and that such
shareholders desire to have included in the Company's proxy statement and form
of proxy relating to that meeting must be sent to the Company's principal
executive office, marked to the attention of Ayden R. Lee, Jr., and received by
the Company at such offices on or before December 8, 1998. The determination by
the Company of whether it will oppose inclusion of any proposal in its proxy
statement and form of proxy will be made on a case-by-case basis in accordance
with its judgment and the rules and regulations promulgated by the SEC.
Proposals received after December 8, 1998 will not be considered for inclusion
in the Company's proxy materials for its 1999 Annual Meeting.
All shareholders are encouraged to sign, date, and return their proxy
submitted with this Proxy Statement as soon as possible in the envelope
provided. If a shareholder attends the Annual Meeting, then he or she may revoke
his or her proxy and vote in person.
By Order of the Board of Directors
April 3, 1998
Ayden R. Lee, Jr.
Chief Executive Officer and President
8
<PAGE>
*******************************************************************************
APPENDIX
PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
FOUR OAKS FINCORP, INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS FOR THE 1998 ANNUAL
MEETING OF SHAREHOLDERS.
The undersigned hereby appoints Ayden R. Lee, Jr. and M. S. Canaday as proxies,
each with the full power of substitution to represent the undersigned and to
vote all of the shares of stock in Four Oaks Fincorp, Inc. which the undersigned
is entitled to vote at the Annual Meeting of Shareholders of said Company to be
held at the main office of Four Oaks Fincorp, Inc. located at 6144 US 301 South,
Four Oaks, North Carolina on Monday, April 27, 1998 at 8:00 p.m., and any
adjournments thereof (1) as hereinafter specified upon the proposal listed below
as more particularly described in the Company's proxy statement, receipt of
which is hereby acknowledged; and (2) in their discretion upon such other
matters as may properly come before the meeting and any adjournments thereof. In
order to vote for the proposal, place an X in the appropriate box provided
below. The Board recommends a vote "FOR" the proposal listed below.
1. To elect the following nominees as directors for a one year term: M. S.
Canaday; Ayden R. Lee, Jr.; William J. Edwards; Paula Canaday Bowman; Harold J.
Sturdivant; Percy Y. Lee; Warren L. Grimes
o For all nominees (except as marked to the contrary below.)
o WITHHOLD AUTHORITY to vote for all nominees.
(INSTRUCTION: To withhold authority to vote for any individual nominee(s) write
that nominee(s) name on the line provided below.)
- ---------------------------------------------------------------------------
PLEASE MARK, SIGN AND RETURN THIS PROXY PROMPTLY
IN THE ENCLOSED ENVELOPE
<PAGE>
(continued from other side)
THE BOARD OF DIRECTORS FAVORS A VOTE "FOR" THE ABOVE PROPOSAL AND UNLESS
INSTRUCTIONS TO THE CONTRARY ARE INDICATED IN THE SPACE PROVIDED, THIS PROXY
WILL BE SO VOTED.
SHARES
Please date and sign this Proxy and return
promptly.
Dated: ______________________________, 1998
------------------------------------------
Signature
------------------------------------------
Signature
NOTE: Please sign your name exactly as it
appears on this card. When signing for a
corporation or partnership, or as agent,
attorney, trustee, executor, administrator,
or guardian, please indicate the capacity
in which you are signing. In the case of
joint tenants, each joint owner must sign.
