SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
(Amendment No. ____)
Filed by the Registrant [ ]
Filed by a Party other than the Registrant [ X ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12
Pathfinder Bancorp, Inc.
----------------------------------------
(Name of Registrant as Specified in its Charter)
Alan Schick, Esq.
Luse Lehman Gorman Pomerenk & Schick
5335 Wisconsin Avenue, N.W., Suite 400
Washington, D.C. 20015
----------------------------------------
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (check the appropriate box):
[X] No fee required
[ ] $500 per each party to the controversy pursuant to Exchange
Act Rule 14a-6(i)(3)
[ ] Fee computed on table below per Exchange Act Rules
14a-6(i)(4) and 0-11
1) Title of each class of securities to which transaction
applies:
______________________________
2) Aggregate number of securities to which transaction
applies:
______________________________
3) Per unit price or other identifying value of
transaction computed pursuant
to Exchange Act Rule 0-11:
______________________________
4) Proposed maximum aggregate value of transaction:
______________________________
[ ] 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 offset 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 Number:
_____________________
3) Filing Party:
____________________
4) Date Filed:
03/30/98
March 31, 1998
Dear Shareholder:
We cordially invite you to attend the first Annual Meeting of
Shareholders of Pathfinder Bancorp, Inc. (the "Company"). The
Annual Meeting will be held at the main office of the Company,
214 West First Street, at 10:00 a.m., Eastern Standard Time, on
April 29, 1998.
The enclosed Notice of Annual Meeting and Proxy Statement
describe the formal business to be transacted. During the Annual
Meeting we will also report on the operations of the Company.
Directors and officers of the Company, as well as a
representative of our independent auditors, will be present to
respond to any questions that shareholders may have.
The Annual Meeting is being held so that stockholders may
consider the election of directors and the ratification of the
appointment of Coopers & Lybrand, L.L.P. as the Company's
auditors for fiscal year 1998.
The Board of Directors of the Company has determined that the
matters to be considered at the Annual Meeting are in the best
interest of the Company and its shareholders. For the reasons
set forth in the Proxy Statement, the Board of Directors
unanimously recommends a vote "FOR" each matter to be considered.
On behalf of the Board of Directors, we urge you to sign, date
and return the enclosed proxy card 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 meeting. Your vote is
important, regardless of the number of shares that you own.
Sincerely,
Chris C. Gagas
President and Chief Executive Officer
<PAGE>
Pathfinder Bancorp, Inc.
214 West First Street
Oswego, New York 13126
(315) 343-0057
NOTICE OF
ANNUAL MEETING OF SHAREHOLDERS
To Be Held On April 29, 1998
Notice is hereby given that the Annual Meeting of Pathfinder
Bancorp, Inc., (the "Company") will be held at the main office of
the Company, 214 West First Street, on April 29, 1998 at 10:00
a.m., Eastern Standard Time.
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:
1. Election of three Directors to the Board of Directors;
2. The ratification of the appointment of Coopers &
Lybrand L.L.P. as auditors for the Company for the fiscal year
ending December 31, 1998; and
such other matters as may properly come before the Annual
Meeting, or any adjournments thereof. The Board of Directors is
not aware of any other business to come before the Annual
Meeting.
Any action may be taken on the foregoing proposals at the
Annual Meeting on the date specified above, or on any date or
dates to which the Annual Meeting may be adjourned. Shareholders
of record at the close of business on March 20, 1998, are the
shareholders entitled to vote at the Annual Meeting, and any
adjournments thereof.
EACH SHAREHOLDER, WHETHER HE OR SHE PLANS TO ATTEND THE
ANNUAL MEETING, IS REQUESTED TO SIGN, DATE AND RETURN THE
ENCLOSED PROXY CARD WITHOUT DELAY IN THE ENCLOSED POSTAGE-PAID
ENVELOPE. ANY PROXY GIVEN BY THE SHAREHOLDER MAY BE REVOKED AT
ANY TIME BEFORE IT IS EXERCISED. A PROXY MAY BE REVOKED BY
FILING WITH THE SECRETARY OF THE COMPANY A WRITTEN REVOCATION OR
A DULY EXECUTED PROXY BEARING A LATER DATE. ANY SHAREHOLDER
PRESENT AT THE ANNUAL MEETING MAY REVOKE HIS OR HER PROXY AND
VOTE PERSONALLY ON EACH MATTER BROUGHT BEFORE THE ANNUAL MEETING.
HOWEVER, IF YOU ARE A SHAREHOLDER WHOSE SHARES ARE NOT REGISTERED
IN YOUR OWN NAME, YOU WILL NEED ADDITIONAL DOCUMENTATION FROM
YOUR RECORD HOLDER IN ORDER TO VOTE PERSONALLY AT THE ANNUAL
MEETING.
By Order of the Board of Directors
Melissa A. Dashnau
Secretary
March 31, 1998
- -----------------------------------------------------------------
IMPORTANT: THE PROMPT RETURN OF PROXIES WILL SAVE THE COMPANY
THE EXPENSE OF FURTHER REQUESTS FOR PROXIES. A SELF-ADDRESSED
ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE. NO POSTAGE IS
REQUIRED IF MAILED WITHIN THE UNITED STATES.
- -----------------------------------------------------------------
<PAGE>
PROXY STATEMENT
Pathfinder Bancorp, Inc.
214 West First Street
Oswego, New York 13126
(315) 343-0057
ANNUAL MEETING OF SHAREHOLDERS
April 29, 1998
This Proxy Statement is furnished in connection with the
solicitation of proxies on behalf of the Board of Directors of
Pathfinder Bancorp, Inc. (the "Company") to be used at the Annual
Meeting of Shareholders of the Company (the "Annual Meeting"),
which will be held at the main office of the Company, 214 West
First Street, on April 29, 1998, at 10:00 a.m., Eastern Standard
Time, and all adjournments of the Annual Meeting. The
accompanying Notice of Annual Meeting of Shareholders and this
Proxy Statement are first being mailed to shareholders on or
about March 31, 1998.
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REVOCATION OF PROXIES
- -----------------------------------------------------------------
Shareholders who execute proxies in the form solicited
hereby retain the right to revoke them in the manner described
below. Unless so revoked, the shares represented by such proxies
will be voted at the Annual Meeting and all adjournments thereof.
Proxies solicited on behalf of the Board of Directors of the
Company will be voted in accordance with the directions given
thereon. Where no instructions are indicated, validly executed
proxies will be voted "FOR" the proposals set forth in this Proxy
Statement for consideration at the Annual Meeting.
Proxies may be revoked by sending written notice of
revocation to the Secretary of the Company, at the address shown
above. The presence at the Annual Meeting of any shareholder who
had returned a proxy shall not revoke such proxy unless the
shareholder delivers his or her ballot in person at the Annual
Meeting or delivers a written revocation to the Secretary of the
Company prior to the voting of such proxy.
- -----------------------------------------------------------------
RECENT DEVELOPMENTS
- -----------------------------------------------------------------
On December 30, 1997 Oswego City Savings Bank (the"Bank")
completed its reorganization into the mid-tier form of stock
holding company. As part of the reorganization into the mid-tier
stock holding company shares of the Bank's outstanding common
stock were automatically converted on a one-for-one basis into
shares of the Company's common stock par value $0.10 per share
(the "Common Stock").
On January 13, 1998 the Board of Directors of the Company
declared a three for two stock split. The stock split was paid
on February 5, 1998 in the form of a dividend. All share amounts
set forth in the Proxy Statement reflect the three for two stock
split.
- -----------------------------------------------------------------
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
- -----------------------------------------------------------------
Holders of record of the Company's common stock, par value
$0.10 per share (the "Common Stock") as of the close of business
on March 20, 1998 (the "Record Date") are entitled to one vote
for each share then held. As of the Record Date, the Company had
2,874,999 shares of Common Stock issued and outstanding,
1,552,500 of which were held by Pathfinder Bancorp, M.H.C. (the
"Mutual Holding Company"), and 1,322,499 of which were held by
<PAGE>
shareholders other than the Mutual Holding Company ("Minority
Shareholders"). The presence in person or by proxy of a majority
of the outstanding shares of Common Stock entitled to vote is
necessary to constitute a quorum at the Annual Meeting.
Directors are elected by a plurality of votes cast, without
regard to either broker non-votes, or proxies as to which the
authority to vote for the nominees being proposed is withheld.
The affirmative vote of holders of a majority of the total votes
present at the Annual Meeting in person or by proxy is required
for ratification of Coopers & Lybrand L.L.P. as the Company's
auditors. Abstentions and broker non-votes will be counted for
purposes of determining that a quorum is present, but will not
be counted as votes in favor of Proposal II.
Persons and groups who beneficially own in excess of five
percent of the Common Stock are required to file certain reports
with the Securities and Exchange Commission (the "SEC") regarding
such ownership. The following table sets forth, as of the Record
Date, the shares of Common Stock beneficially owned by Directors
individually, by executive officers individually, by executive
officers and Directors as a group and by each person who was the
beneficial owner of more than five percent of the Company's
outstanding shares of Common Stock.
<TABLE>
Amount of Shares
Owned and Nature Percent of Shares
Name and Address of of Beneficial of Common Stock
Beneficial Owners Ownership (1)(4) Outstanding
<C> <S> <S>
Directors and Officers (2):
Chris C. Gagas 42,254 (5) 1.5%
Chris R. Burritt 15,450 (6) .5
Raymond W. Jung 11,534 .4
Bruce E. Manwaring 11,165 .4
L. William Nelson, Jr. 22,400 (7) .8
Victor S. Oakes 14,000 .5
Lawrence W. O'Brien 5,495 (8) .2
Janette Resnick 5,000 .2
Corte J. Spencer 9,650 (9) .3
Thomas W. Schneider 4,253 (10) .1
Melissa A. Dashnau 2,199 .1
W. David Schermerhorn 4,857 (11) .2
All Directors and Executive Officers 148,257 5.1
as a Group (12 persons) (3)
Principal Shareholders:
Pathfinder Bancorp, M. H. C. (3) 1,552,500 54.0
214 West First Street
Oswego, New York 13126
Pathfinder Bancorp, M.H.C. (3) 1,695,757 58.5
and all Trustees and Executive
Officers of Pathfinder Bancorp, MHC
as a group (11 persons)
Oswego City Savings Company (4) 92,574 3.2
Employee Stock Ownership Plan
214 West First Street
Oswego, New York 13126
Jewelcor Management Consulting Corp. 217,513 7.5
100 N. Wilkes-Barre Boulevard
Wilkes-Barre, Pennsylvania 18702
</TABLE>
- -----------------------------
* Less than one-tenth of 1%.
(1) A person is deemed to be the beneficial owner for purposes
of this table, of any shares of Common Stock if he has shared
voting or investment power with respect to such security, or has
a right to acquire beneficial ownership at any time within 60
days from the Record Date. As used herein, "voting power" is the
power to vote or direct the voting of shares and "investment
power" is the power to dispose or direct the disposition of
shares. Includes all shares held directly as well as by spouses
and minor children, in trust and other indirect ownership, over
which shares the named individuals effectively exercise sole or
shared voting and investment power. Unless otherwise indicated,
the named individual has sole voting and investment power.
(2) The mailing address for each person is listed as 214 West
First Street, Oswego, New York 13126
(3) The Company's executive officers and directors are also
executive officers and trustees of Pathfinder Bancorp, M.H.C.
(4) Includes 92,574 shares, of which 69,522 are unallocated and
as to which the Employee Stock Ownership Plan (the "ESOP")
trustee has sole voting and investment power and 23,052 of which
are allocated and as to which the ESOP trustee has shared voting
and sole investment power.
(5) Mr. Gagas has sole voting and investment power over 38,701
shares and shared voting and investment power over 3,553 shares.
Also includes 6,000 shares underlying options which are
exercisable within 60 days from the record date.
(6) Mr. Burritt has sole voting and investment power over 15,300
shares and shared voting and investment power over 150 shares.
Also includes 1,250 shares underlying options which are
exercisable within 60 days from the record date.
(7) Mr. Nelson has sole voting and investment power over 3,950
shares and shared voting and investment power over 18,450 shares.
Also includes 1,250 shares underlying options which are
exercisable within 60 days from the record date.
(8) Mr. O'Brien has sole voting and investment power over 3,950
shares and shared voting and investment power over 1,545 shares.
Also includes 1,250 shares underlying options which are
exercisable within 60 days from the record date.
(9) Mr. Spencer has shared voting and investment power over all
shares reported. Also includes 1,250 shares underlying options
which are exercisable within 60 days from the record date.
(10) Mr. Schneider has shared voting and investment power over
all shares reported. Also includes 1,000 shares underlying
options which are exercisable within 60 days from the record
date.
(11) Mr. Schermerhorn has shared voting and investment power over
all shares reported. Also includes 1,000 shares underlying
options which are exercisable within 60 days from the record
date.
- -----------------------------------------------------------------
PROPOSAL I--ELECTION OF DIRECTORS
- -----------------------------------------------------------------
The Company's Board of Directors is currently composed of
nine members. The Company's bylaws provide that approximately
one-third of the Directors are to be elected annually. Directors
of the Company are generally elected to serve for a three-year
period or until their respective successors shall have been
elected and shall qualify. Three Directors will be elected at
the Annual Meeting to serve for a three-year period and until
their respective successors shall have been elected and shall
qualify. The Board of Directors has nominated to serve as
Directors, Lawrence W. O'Brien, Corte J. Spencer and Janette
Resnick, who are currently members of the Board of Directors.
The table below sets forth certain information regarding the
composition of the Company's Board of Directors, including the
terms of office of Board members. It is intended that the
proxies solicited on behalf of the Board of Directors (other than
proxies in which the vote is withheld as to one or more nominees)
will be voted at the Annual Meeting for the election of the
nominees identified below. If the nominee is unable to serve,
the shares represented by all such proxies will be voted for the
election of such substitute as the Board of Directors may
recommend. At this time, the Board of Directors knows of no
reason why any of the nominees might be unable to serve, if
elected. Except as indicated herein, there are no arrangements
or understandings between any nominee and any other person
pursuant to which such nominee was selected.
PAGE
<PAGE>
<TABLE>
<CAPTION>
Shares of
Common Stock
Beneficially
Positions Held Director Current Term Owned on the Percent
Name Age(1) with the Bank Since(1) To Expire Record Date Of Class
- ---------------------------------------------------------------------------------------------------
NOMINEES
<S> <C> <C> <C> <C> <C> <C>
Lawrence W. O'Brien 73 Director 1948 2001 5,495 .2%
Corte J. Spencer 55 Director 1984 2001 9,650 .3
Janette Resnick 55 Director 1996 2001 5,000 .2
DIRECTORS CONTINUING IN OFFICE
Chris C. Gagas 67 Chairman of the Board, 1966 1999 42,254 1.5
President and
Chief Executive Officer
Chris R. Burritt 45 Director 1986 1999 15,450 .5
Raymond W. Jung 68 Director 1978 1999 11,534 .4
Bruce E. Manwaring 56 Director 1984 2000 11,165 .4
L. William Nelson,
Jr. 54 Director 1986 2000 22,400 .8
Victor S. Oakes 74 Director 1982 2000 14,000 .5
/TABLE
<PAGE>
- --------------------
(1) The mailing address for each person listed is 214 West First
Street, Oswego, New York 13126. Each of the persons listed, with
the exception of Ms. Resnick, is also a Trustee of Pathfinder
Bancorp, M.H.C., which owns the majority of the Company's issued
and outstanding shares of Common Stock.
(2) Reflects initial appointment to the Board of Trustees of the
mutual predecessor to Oswego City Savings Bank.
(3) See definition of "beneficial ownership" in the table in
"Voting Securities and Principal Holders Thereof."
* Less than one-tenth of one percent.
The principal occupation during the past five years of each
Director is set forth below. All Directors have held their
present positions for five years unless otherwise stated.
Chris C. Gagas is Chairman, President and Chief Executive
Officer of the Company, and its principal subsidiary, Oswego City
Savings Bank ( the"Bank"). Mr. Gagas has served as an officer of
the Company since 1986.
Chris R. Burritt is the president and general manager of
R.M. Burritt Motors, Inc./Chris Cross, Inc., an automobile
dealership located in Oswego, New York.
Raymond W. Jung is retired. Previously Mr. Jung was the
owner of Raymond's Jewelers in Oswego, New York.
Bruce E. Manwaring is retired. Previously, Mr. Manwaring
was the owner and manager of Oswego Printing Company, Inc., a
commercial printing company located in Oswego, New York.
L. William Nelson, Jr. is the owner and manager of Nelson
Funeral Home located in Oswego, New York.
Victor S. Oakes is retired. Previously, Mr. Oakes was a
plant manager at Hammermill Paper Company in Oswego, New York.
Lawrence W. O'Brien is presently the project coordinator
with Neal-O'Brien Building and Materials Corporation located in
Oswego, New York. Until 1989, Mr. O'Brien was Chairman of the
Board and President of Neal-O'Brien Building and Materials
Corporation.
<PAGE>
Janette Resnick is the Executive Director of Oswego
Opportunities, a private, not for profit human services agency
located in Oswego, New York.
Corte J. Spencer is the Chief Executive Officer and
Administrator of Oswego Hospital located in Oswego, New York.
Ownership Reports by Officers and Directors
The Common Stock of the Company is registered with the
Securities and Exchange Commission (the "SEC") pursuant to
Section 12(g) of the Securities Exchange Act of 1934 (the
"Exchange Act"). The officers and directors of the Company and
beneficial owners of greater than 10% of the Company's Common
Stock ("10% beneficial owners") are required to file reports on
Forms 3,4 and 5 with the SEC disclosing beneficial ownership and
changes in beneficial ownership of the Common Stock. SEC rules
require disclosure in the Company's Proxy Statement or Annual
Report on Form 10-K of the failure of an officer, director or 10%
beneficial owner of the Company's Common Stock to file a Form 3,
4, or 5 on a timely basis. All of the Company's officers and
directors filed these reports on a timely basis.
Meetings and Committees of the Board of Directors
The Company did not become an operating company until
December 30, 1997. Consequently during the year ended December
31, 1997 the Board of Directors did not hold regular meetings and
did not operate through committees.
The business of the Bank's Board of Directors is conducted
through meetings and activities of the Board and its committees.
During the year ended December 31, 1997, the Board of Directors
of the Bank held 16 regular and special meetings. During the
year ended December 31, 1997, no Director attended fewer than 75%
percent of the total meetings of the Board of Directors of the
Bank and committees on which such Director served.
The Human Resources Committee of the Bank meets periodically
to review the performance of officers and employees and determine
compensation programs and adjustments. The entire Board of
Directors ratifies the recommendations of the Human Resources
Committee. In the year ending December 31, 1997, the Human
Resources Committee was comprised of Directors Gagas, O'Brien,
Jung and Manwaring and Resnick. The Bank's Human Resources
Committee met three times during the year ended December 31,
1997.
The Bank's Audit Committee consists of Directors O'Brien,
Nelson, Burritt and Spencer. This Committee meets on a
quarterly basis with the internal auditor to review audit
programs and the results of audits of specific areas as well as
other regulatory compliance issues. The Audit Committee met four
times during the year ended December 31, 1997.
The Company does not have a formal nominating committee.
Performance Graph
Set forth hereunder is a performance graph comparing (a) the
total return on the Common Stock for the period beginning on
November 16, 1995 through December 31, 1997, (b) the cumulative
total return on stocks included in the Nasdaq Composite Index
over such period, and (c) the yearly cumulative total return on
stocks included in the SNL Thrift Index over such period. The
cumulative total return on the Common Stock was computed assuming
the reinvestment of cash dividends during the fiscal year.
<PAGE>
[GRAPH]
<TABLE>
Period Ending
INDEX 11/16/95 12/31/95 6/30/96 12/31/96 6/30/97 12/31/97
<S> <C> <C> <C> <C> <C> <C>
Pathfinder Bancorp, Inc. 100.00 116.67 99.74 108.50 149.05 345.85
NASDAQ - Total US 100.00 100.92 114.25 124.13 138.92 152.32
SNL Thrift Index 100.00 104.11 108.64 135.66 175.85 230.83
</TABLE>
There can be no assurance that the Common Stock's performance
will continue in the future with the same or similar trend
depicted in the graph. The Company will not make or endorse any
predictions as to future stock performance.
Personnel Committee Interlocks and Insider Participation
The full Board of Directors of the Bank (and in the future,
the Company) determines the salaries to be paid each year to the
officers of the Company. Chris C. Gagas is a Director of the
Company and the Bank in addition to being the President and Chief
Executive Officer of the Company and the Bank. Mr. Gagas does
not participate in the Board of Directors' determination of
compensation for the President and Chief Executive Officer.
Report of the Board of Directors on Executive Compensation
Under rules established by the Securities and Exchange
Commission, the Company is required to provide certain data and
information in regard to the compensation and benefits provided
to its Chief Executive Officer and other executive officers. The
disclosure requirements for the Chief Executive Officer and other
executive officers include the use of tables and a report
explaining the rationale and considerations that led to
fundamental executive compensation decisions affecting those
individuals. In fulfillment of this requirement, the Company's
Board of Directors has prepared the following report for
inclusion in this proxy statement.
<PAGE>
The Board of Directors annually reviews the performance of
the Chief Executive Officer and other executive officers and
approves changes to base compensation as well as the level of
bonus, if any, to be awarded. In determining whether the base
salary of the Chief Executive Officer and other executive
officers should be increased, the Board of Directors takes into
account individual performance, performance of the Company, the
size of the Company and the complexity of its operations, and
information regarding compensation paid to executives performing
similar duties for financial institutions in the Bank's market
area.
While the Board of Directors does not use strict numerical
formulas to determine changes in compensation for the Chief
Executive Officer and Vice Presidents; and while it weighs a
variety of different factors in its deliberations, it has
emphasized and will continue to emphasize earnings,
profitability, capital position and asset quality, and return on
tangible equity as factors in setting the compensation of the
Chief Executive Officer and senior officers. Other non-
quantitative factors considered by the Board of Directors in
fiscal 1997 included general management oversight of the Company,
the quality of communication with the Board of Directors, and the
productivity of employees. Finally, the Board of Directors
considered the standing of the Company with customers and the
community, as evidenced by the level of customer/community
complaints and compliments. While each of the quantitative and
non-quantitative factors described above was considered by the
Board of Directors, such factors were not assigned a specific
weight in evaluating the performance of the Chief Executive
Officer and Vice Presidents. Rather, all factors were
considered, and based upon the effectiveness of such officers in
addressing each of the factors, and the range of compensation
paid to officers of peer institutions, the Board of Directors
approved an increase in the base salary of the Chief Executive
Officer and Vice Presidents. Accordingly, the Board of Directors
approved salary increases totaling $33,000 for the Company's and
Bank's eight senior officers, bringing 1997 total base
compensation for all officers to $585,000 from $587,000 in 1997.
This report has been provided by the Board of Directors:
Chris C. Gagas, Chris R. Burritt, Raymond W. Jung, Bruce E.
Manwaring, L. William Nelson, Jr., Victor S. Oakes, Lawrence W.
O'Brien, Janette Resnick and Corte J. Spencer.
Directors' Compensation
Each non-employee Director receives a meeting fee of $600
for each Board meeting attended and $400 for each committee
meeting attended. Employee directors do not receive monthly
meeting fees. The Company did not pay Directors fees during the
year ending December 31, 1997. The Bank paid a total of $71,000
in Director fees during the year ending December 31, 1997.
Executive Compensation
The following table sets forth for the years ended December
31, 1997, 1996, and 1995, certain information as to the total
remuneration paid by the Company to Mr. Gagas, the Company's
chief executive officer. No other officer of the Company
received cash compensation exceeding $100,000 in 1997.<PAGE>
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
Long-Term Compensation
----------------------
Annual Compensation Awards
------------------------- ----------------------
Fiscal
Years Other Restricted
Ended Annual Stock Options/
Name and December Compensation Awards SARs All Other
Principal Position(1) 31 Salary($)(2) Bonus($) ($)(3) ($) (#) Payouts Compensation($)
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Chris C. Gagas 1997 $185,000 --- $23,790 --- --- --- $4,750
President and Chief 1996 $175,000 --- $ 6,162 --- --- --- $4,035
Executive Officer 1995 $165,000 --- --- --- --- --- (4)
(1) No other executive officer received salary and bonuses that in the aggregate exceeded $100,000.
(2) Includes compensation deferred at the election of the named individual under the Company's cafeteria plan.
(3) Includes 739 shares allocated to Mr. Gagas under the Company's Employee Stock Ownership Plan.
(4) The aggregate amount of such benefits did not exceed the lesser of $50,000 or 10% of cash compensation for the named
individuals.
/TABLE
<PAGE>
Benefits
Medical and Life Insurance and Educational Assistance. The
Company provides full-time employees with medical and life and
accidental death and dismemberment insurance. In addition, the
Company maintains a "cafeteria plan" for employees, which permits
qualifying employees to allocate a portion of their compensation,
on a pre-tax basis, for the payment of medical, dental and
dependent care expenses as well as the payment of certain
insurance premiums. Also, the Company offers educational
assistance to full-time employees who have worked for the Company
for one year and desire to take courses at any accredited school
of learning. The Company also has purchased long-term disability
income insurance for all employees of the Company to provide
disability income equal to the lesser of $6,000 per month or 60%
of the employee's basic monthly earnings.
Defined Benefit Plan. The Company maintains a tax-qualified
noncontributory defined benefit plan ("Retirement Plan"). All
employees age 21 or older who have worked at the Company for a
period of one year and been credited with 1,000 or more hours of
employment with the Company during the year are eligible to
accrue benefits under the Retirement Plan. The Company annually
contributes an amount to the Retirement Plan necessary to satisfy
the actuarially determined minimum funding requirements in
accordance with the Employee Retirement Income Security Act of
1974, as amended ("ERISA").
At the normal retirement age of 65 the plan is designed to
provide a life annuity. The retirement benefit provided is an
amount equal to 2.00% of a participant's average monthly
compensation based on the average of the three consecutive years
during the last 10 years of employment which provides the highest
monthly average compensation multiplied by the participant's
years of credited service (not to exceed 30 years) to the normal
retirement date. Retirement benefits are also payable upon
retirement due to early and late retirement. Benefits are also
paid from the Retirement Plan upon a Participant's disability or
death. A reduced benefit is payable upon early retirement at or
after age 60, or the completion of 30 years of service with the
Company. Upon termination of employment other than as specified
above, a participant who was employed by the Company for a
minimum of five years is eligible to receive his or her accrued
benefit reduced for early retirement or a deferred retirement
benefit commencing on such participant's normal retirement date.
Benefits are payable in various annuity forms. At December 31,
1997, the market value of the Retirement Plan trust fund equaled
approximately $3,231,536. For the plan year ended September 30,
1997, the Company made a contribution in the amount of $74,000 to
the Retirement Plan.
<PAGE>
The following table indicates the annual retirement benefit
that would be payable under the Retirement Plan upon retirement
at age 65 in plan year 1997`, expressed in the form of a single
life annuity for the final average salary and benefit service
classification specified below.
<TABLE>
YEARS OF BENEFIT SERVICE AT RETIREMENT
Final
Average Compensation 15 20 25 30
<S> <C> <C> <C> <C>
$28,333 $7,500 $10,000 $12,500 $15,000
$50,000 $15,000 $20,000 $28,333 $30,000
$75,000 $22,500 $30,000 $37,500 $45,000
$100,000 $30,000 $40,000 $50,000 $60,000
$150,000(1) $45,000 $60,000 $75,000 $90,000
</TABLE>
- ------------------------
(1) Under Section 401(a)(17) of the Code, the maximum amount of
compensation that may be taken into account under the Retirement
Plan in the 1997 Plan Year is $160,000.
As of December 31, 1997, Chris C. Gagas had 12 years of
credited service (i.e., benefit service) under the Retirement
Plan.
Employee Savings Plan. The Company maintains the Employee
Savings Plan which is a qualified, tax-exempt profit sharing plan
with a cash or deferred feature which is tax-qualified under
Section 401(k) of the Internal Revenue Code (the "401(k) Plan").
All employees who have attained age 21 and have completed one
year of employment during which they worked at least 1,000 hours
are eligible to participate.
Under the 401(k) Plan, participants are permitted to make
salary reduction contributions to the 401(k) Plan equal to a
percentage of up to 15% of compensation. For these purposes,
"compensation" includes total compensation (including salary
reduction contributions made under the 401(k) Plan or the
flexible benefits plan sponsored by the Company), but does not
include compensation in excess of the Code Section 401(a)(17)
limits. The participants' salary reduction contribution may be
matched by the Company, in its discretion, based upon the level
of profits of the Company in the current fiscal year. All
employee contributions and earnings thereon are fully and
immediately vested. All employer matching contributions vest at
the rate of 20% per year beginning at the end of a participant's
third year of service with the Company until a participant is
100% vested after seven years of service. Participants will also
vest in employer matching contributions upon the attainment of
the normal retirement age of 65 or later, death or disability
regardless of their years of service.
Plan benefits will be paid to each participant in a lump
sum. At December 31, 1997, the market value of the 401(k) Plan
trust fund was approximately $677,000. For the plan year ended
December 31, 1997, the Company made a contribution in the amount
of $41,000 to the 401(k) Plan Trust of which $4,750 was
contributed on behalf of Mr. Gagas.
Executive Supplemental Retirement Income Master Agreement.
The Company maintains a non-tax-qualified executive supplemental
retirement income master agreement (the "Master Agreement") for
certain executives of the Company. There are three executives
eligible to participate in the Master Agreement. The Master
Agreement provides a supplemental retirement income benefit in an
annual amount equal to highest average compensation received by
the executive during any thirty-six (36) month period, while
employed by the Company multiplied by a wage replacement
percentage designated in the individual executive's joinder
<PAGE>
agreement, less the actual annual amount available to the
executive from the Company's other tax-qualified or nonqualified
plans. Benefits under the Master Agreement are payable to the
executive upon the benefit age designated in the individual
executive's joinder agreement. Benefits will be payable in
monthly installments beginning on the executive's benefit age and
continuing for a period of months designated in the individual
executive's joinder agreement. Payments to an executive, or to
his beneficiary, may be made from the Master Agreement upon the
executive's death, total or permanent disability, or termination
of service with the Company.
The Master Agreement is considered an unfunded plan for tax
and ERISA purposes. All obligations arising under the Master
Agreement are payable from the general assets of the Company. As
of December 31, 1997, $135,560 was accrued under the Master
Agreement on behalf of the three participants, of which $121,066
was accrued on behalf of Mr. Gagas.
Executive Deferred Compensation Master Agreement. The
Company sponsors a non-tax qualified deferred compensation plan
for the benefit of two of its executives, Mr. Gagas and Mr.
Manwaring (the "Executive Plan"). Under the Executive Plan, the
executives are entitled to defer a portion of their income during
the sixty-month period commencing January 1, 1988. Deferred
amounts are payable upon attainment of the benefit age as
designated in the executive's joinder agreement, in the form of
monthly installments commencing on the first day of the month
following attainment of the executive's benefit age and
continuing for the period designated in the individual
executive's joinder agreement. Payments to an executive, or to
his designated beneficiary, may also be made from the Executive
Plan upon the executive's death or total and permanent
disability. Under the Executive Plan, the executives will not
recognize taxable income until their benefits are actually
distributed.
Employee Stock Ownership Plan and Trust. The Company has
established an Employee Stock Ownership Plan and Related Trust
("ESOP") for eligible employees. The ESOP is a tax-qualified
plan subject to the requirements of ERISA and the Code.
Employees with a 12-month period of employment with the Company
during which they worked at least 1,000 hours and who have
attained age 21 are eligible to participate. The ESOP has
borrowed funds from an unrelated third party lender and has
purchased 61,716 in open market transactions. The Common Stock
purchased by the ESOP serves as collateral for the loan. The
loan will be repaid principally from the Company's contributions
to the ESOP over a period of up to seven years. The interest
rate for the loan is the prime rate minus 1 point. Shares
purchased by the ESOP will be held in a suspense account for
allocation among participants as the loan is repaid.
Contributions to the ESOP and shares released from the
suspense account in an amount proportional to the repayment of
the ESOP loan will be allocated among participants on the basis
of compensation in the year of allocation, up to an annual
adjusted maximum level of compensation. Benefits generally
become vested after five years of credited service. Forfeitures
will be reallocated among remaining participating employees in
the same proportion as contributions. Benefits may be payable
upon death, retirement, early retirement, disability or
separation from service. The Company's contributions to the ESOP
will not be fixed, so benefits payable under the ESOP cannot be
estimated.
In connection with the establishment of the ESOP, a
committee consisting of all nonemployee Directors was selected by
the Company to administer the ESOP and the Company's other stock
benefit plans (the "Stock Benefits Committee"). An unrelated
corporate trustee for the ESOP initially was appointed. The
Stock Benefits Committee may instruct the trustee regarding
investment of funds contributed to the ESOP. The ESOP trustee
generally will vote all shares of Common Stock held under the
ESOP in accordance with the written instructions of the Stock
Benefits Committee. In certain circumstances, however, the ESOP
trustee must vote all allocated shares held in the ESOP in
accordance with the instructions of the participating employees,
and unallocated shares and shares held in the suspense account in
a manner calculated to most accurately reflect the instructions
the ESOP trustee has received from participants regarding the
allocated stock, subject to and in accordance with the fiduciary
duties under ERISA owed by the ESOP trustee to the ESOP
participants. Under ERISA, the Secretary of Labor is authorized
to bring an action against the ESOP trustee for the failure of
the ESOP trustee to comply with its fiduciary responsibilities.
<PAGE>
Stock Option Plan. The Board of Directors adopted and
stockholders approved the Oswego City Savings Bank 1997 Stock
Option Plan (the "Stock Option Plan"). The Stock Option Plan
authorizes the grant of stock options and limited rights to
purchase 132,251 shares as adjusted to reflect the three for two
stock split, or 10% of the number of the minority shares of
Common Stock outstanding. Pursuant to the Stock Option Plan,
grants may be made of (i) options to purchase Common Stock
intended to qualify as incentive stock options under Section 422
of the Code, (ii) options that do not so qualify ("nonstatutory
options") and (iii) limited rights (described below) that are
exercisable only upon a change in control of the Bank (as
defined). Nonemployee directors are eligible to receive only
nonstatutory options.
OPTIONS GRANTED DURING LAST FISCAL YEAR
<TABLE>
Percent of Potential
Underlying Option Total of All Realizable
Name Grants Options Granted Expiration Date Value(1)
<S> <C> <C> <C> <C>
Chris C. Gagas 36,000 27.2% 1/20/87 $546,012
</TABLE>
(1) Represents the difference between the strike price of the
options ($6.583) and the average of the high and low trading
price at March 20, 1998 ($20.00); times the total number of
option shares granted.
Grants may be made by the Board of Directors of the Bank or
a stock benefits committee, established by the Bank consisting of
at least two non-employee members of the Board of Directors (the
"Stock Benefits Committee"). In granting options, the Stock
Benefits Committee considers factors such as salary, length of
employment with the Bank, and the employee's overall performance.
The Board of Directors determined that each non-employee director
should receive an equal stock option grant to purchase 7,500, as
adjusted shares. To the extent shares are available under the
Stock Option Plan, each newly appointed non-employee director
shall receive a stock option grant to purchase 7,500 shares of
Common Stock. All stock options will be exercisable in six equal
annual installments of 16.67% commencing with the vesting of the
first installment one year from the date of grant, and succeeding
installments on each anniversary of the date of grant; provided,
however, that all options will be 100% exercisable in the event
the optionee terminates his service due to normal retirement,
death or disability, or in the event of a change in control of
the Bank. Options must be exercised within 10 years from the
date of grant. Stock options may be exercised up to one year
following termination of service or such later period as
determined by the Stock Benefits Committee. The exercise price
of the options will be at least 100% of the fair market value of
the underlying Common Stock at the time of the grant. Adjusted
to reflect the Company's three for two stock split the option
exercise price is $6.58 per share. The exercise price may be
paid in cash or Common Stock. Common Stock issued in connection
with the exercise of options may be treasury shares or authorized
but unissued shares. The issuance of authorized but unissued
shares of Common Stock or treasury shares will have a dilutive
effect on the Common Stock holdings of existing shareholders.
Incentive stock options will only be granted to employees of
the Company or the Bank. Nonemployee directors will be granted
nonstatutory stock options. No stock option granted in
connection with the Stock Option Plan will be eligible to be
treated as an incentive stock option if it is exercised more than
three months after the date on which the optionee ceases to
perform services for the Company or the Bank, except that in the
event of death or disability, a stock option may be eligible to
be treated as an incentive stock option if it is exercised within
one year; provided, however, that if an optionee ceases to
perform services for the Company or the Bank due to normal
retirement or following a change in control (as defined in the
Stock Option Plan), any incentive stock options exercised more
than three months following the date the optionee ceases to
perform services shall be treated as a nonstatutory stock option
as described above.
Upon the exercise of "limited rights" in the event of a
change in control, the optionee will be entitled to receive a
lump sum cash payment (or in certain cases, shares of Common
Stock) equal to the difference between the exercise price of the
option and the fair market value of the shares of Common Stock
subject to the option on the date
<PAGE>
of exercise of the right in lieu of purchasing the stock
underlying the option. In the event of death or disability, the
Company or the Bank, if requested by the optionee or beneficiary,
may elect, in exchange for the option, to pay the optionee, or
beneficiary in the event of death, the amount by which the fair
market value of the Common Stock exceeds the exercise price of
the option on the date of the optionee's termination of service
for death or disability.
Simultaneously with the grant of any stock option, the
Committee may grant a Dividend Equivalent Right with respect to
all or some of the shares covered by such stock option. The
Dividend Equivalent Right provides the grantee with a separate
cash benefit equal to 100% of the amount of any extraordinary
dividend declared by the Company on shares of Common Stock
subject to a stock option. Under the terms of the Stock Option
Plan, an extraordinary dividend is any dividend paid on shares of
Common Stock where the rate of the dividend exceeds the Company's
weighted average cost of funds on interest bearing liabilities
for the current and preceding three quarters. Upon the payment
of an extraordinary dividend, the holder of a Dividend Equivalent
Right will receive, at the time of vesting of the related stock
option, an amount of cash or some other payment as determined
under the Stock Option Plan, equal to 100% of the extraordinary
dividend paid on shares of Common Stock, multiplied by the number
of shares subject to the underlying stock option plus any
earnings thereon minus any tax withholding amounts. Payments
shall be decreased by the amount of any applicable tax
withholding prior to distribution in accordance with the Stock
Option Plan. The Dividend Equivalent Right is transferrable only
when the underlying stock option is transferable and under the
same conditions.
The Board of Directors may amend, suspend or terminate the
Stock Option Plan except that such amendments may not impair
awards previously granted. Stockholder approval must be obtained
in order to implement any amendment to the Stock Option Plan that
would increase the number of shares as to which options may be
granted, change the number of shares which may be optioned to an
individual, decrease an option exercise price, extend the term of
the Stock Option Plan or an option, or change the persons or
category of persons eligible to be granted options. The exercise
of options will have a dilutive effect on the ownership interests
of existing shareholders. Further, the exercise of options may
render more difficult or discourage a merger, tender offer or
other takeover attempt even if such transaction would be
beneficial to shareholders generally, the assumption of control
by a holder of a large block of the Company's securities, a proxy
contest or the removal of incumbent management.
Recognition and Retention Plan. The Board of Directors of
the Bank has adopted the 1997 Recognition and Retention Plan (the
"Recognition Plan") as a method of providing certain employees
and non-employee directors of the Bank with a proprietary
interest in the Company and the Bank and to provide these
individuals with an incentive to increase the value of the
Company and the Bank. The Recognition Plan provides for the
award of 52,901 shares, as adjusted, of Common Stock, or 4% of
the minority shares outstanding. Under the Recognition Plan,
shares of Common Stock will at no cost to the recipient be
awarded in the following amounts to Named Executive Officers,
executive officers as a group, non-employee directors, and
employees as a group. During the year ended December 31, 1997,
Chris C. Gagas received an award for 13,200 shares of Common
Stock, and each non-employee director received Recognition Plan
stock awards of 2,700 shares.
The Stock Benefits Committee, composed of the non-employee
directors of the Bank, will administer the Recognition Plan, and
make awards to officers and employees pursuant to the Recognition
Plan. However, awards to outside directors will be fixed by the
terms of the Recognition Plan. Awards of Common Stock that are
restricted by the Recognition Plan ("Restricted Stock") are
nontransferable and nonassignable. Participants in the
Recognition Plan will earn (become vested in) shares of
Restricted Stock covered by an award and all restrictions will
lapse at a rate of 16.67% per year commencing with the first
lapse of restrictions on the first trading day of 1998, and
succeeding installments being earned on the first trading day of
the following year; provided, however, that the Stock Benefits
Committee may accelerate or extend the earnings rate on any
awards made to officers and employees after the effective date of
the Recognition Plan. Awards to executive officers and outside
directors become fully vested upon termination of employment or
service due to normal retirement, death or disability, or
following a termination of employment or service in connection
with a change in control (as defined therein) of the Company or
the Bank. Upon termination of employment or service for any
other reason, unvested shares are forfeited. When a
participant's
<PAGE>
shares become vested in accordance with the Recognition Plan, the
participant will recognize income equal to the fair market value
of the Restricted Stock so vested at that time, unless the
participant has made an irrevocable election to be taxed on the
shares of Restricted Stock awarded to him in the year of the
award. The amount of income recognized by a participant will be
a deductible expense of the Company for Federal income tax
purposes. After Restricted Stock has been granted, but before
the Restricted Stock has vested, the recipient shall receive any
cash dividends paid with respect to such shares. Stock dividends
declared by the Company and paid on shares that have not been
earned shall be subject to the same restrictions as the
Restricted Stock until such shares are earned. Prior to vesting,
recipients of awards under the Recognition Plans may vote the
shares of Restricted Stock allocated to them.
Transactions With Certain Related Persons
All transactions between the Company and its executive
officers, directors, holders of 10% or more of the shares of its
Common Stock and affiliates thereof, are on terms no less
favorable to the Company than could have been obtained by it in
arm's-length negotiations with unaffiliated persons. Such
transactions must be approved by a majority of independent
outside directors of the Company not having any interest in the
transaction.
- -----------------------------------------------------------------
PROPOSAL II--RATIFICATION OF APPOINTMENT OF AUDITORS
- -----------------------------------------------------------------
The Board of Directors of the Company has approved the
engagement of Coopers & Lybrand LLP, to be the Company's auditors
for the 1998 fiscal year, subject to the ratification of the
engagement by the Company's stockholders. At the Meeting,
stockholders will consider and vote on the ratification of the
engagement of Coopers & Lybrand LLP, for the Company's fiscal
year ending December 31, 1998. A representative of Coopers &
Lybrand LLP, is expected to attend the Meeting to respond to
appropriate questions and to make a statement if he so desires.
In order to ratify the selection of Coopers & Lybrand LLP,
as the auditors for the 1998 fiscal year, the proposal must
receive at least a majority of the votes cast, either in person
or by proxy, in favor of such ratification. The Board of
Directors recommends a vote "FOR" the ratification of Coopers &
Lybrand LLP, as auditors for the 1998 fiscal year.
- -----------------------------------------------------------------
SHAREHOLDER PROPOSALS
- -----------------------------------------------------------------
In order to be eligible for inclusion in the proxy materials
for next year's Annual Meeting of Shareholders, any shareholder
proposal to take action at such meeting must be received at the
Company's executive office, 214 West First Street, Oswego, New
York 13126, no later than December 3, 1998. Any such proposals
shall be subject to the requirements of the proxy rules adopted
under the Securities Exchange Act of 1934.
- -----------------------------------------------------------------
OTHER MATTERS
- -----------------------------------------------------------------
The Board of Directors is not aware of any business to come
before the Annual Meeting other than the matters described above
in the Proxy Statement. However, if any matters should properly
come before the Annual Meeting, it is intended that holders of
the proxies will act as directed by a majority of the Board of
Directors, except for matters related to the conduct of the
Annual Meeting, as to which they shall act in accordance with
their best judgment.
<PAGE>
- -----------------------------------------------------------------
MISCELLANEOUS
- -----------------------------------------------------------------
The cost of solicitation of 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 without
additional compensation.
A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-K FOR THE
FISCAL YEAR ENDED DECEMBER 31, 1997, WILL BE FURNISHED WITHOUT
CHARGE TO STOCKHOLDERS AS OF THE RECORD DATE UPON WRITTEN OR
TELEPHONIC REQUEST TO MELISSA DASHNAU, CORPORATE SECRETARY,
PATHFINDER BANCORP, INC., 214 WEST FIRST STREET, OSWEGO, NEW YORK
13126, OR CALL AT 315/243-0057.
BY ORDER OF THE BOARD OF DIRECTORS
Melissa A. Dashnau
Corporate Secretary
Oswego, New York
March 31, 1998
<PAGE>
REVOCABLE PROXY
PATHFINDER BANCORP, INC.
ANNUAL MEETING OF SHAREHOLDERS
April 29, 1998
The undersigned hereby appoints the official proxy committee
consisting of the Board of Directors with full powers of
substitution to act as attorneys and proxies for the undersigned
to vote all shares of Common Stock of the Company which the
undersigned is entitled to vote at the Annual Meeting of
Shareholders ("Annual Meeting") to be held at the Company's main
office, 214 West First Street on April __, 1998, at 10:00 a.m.
Eastern Standard Time. The official proxy committee is
authorized to cast all votes to which the undersigned is entitled
as follows:
VOTE
FOR WITHHELD
(except as
marked to
the contrary
below)
1. The election as Directors of all
nominee listed below each to serve
for a three-year term / / / /
Lawrence W. O'Brien
Corte J. Spencer
Janette Resnick
INSTRUCTION: To withhold your vote for one or more
nominees, write the name of the nominee(s) on the line(s) below.
- -------------------------
- -------------------------
FOR AGAINST ABSTAIN
2. The ratification of Coopers &
Lybrand L.L.P. as the Company's / / / / / /
independent auditor for the fiscal
year ended December 31, 1998.
The Board of Directors recommends a vote "FOR" each of the listed
proposals.
THIS PROXY WILL BE VOTED AS DIRECTED, BUT IF NO INSTRUCTIONS ARE
SPECIFIED, THIS PROXY WILL BE VOTED FOR EACH OF THE PROPOSITIONS
STATED ABOVE. IF ANY OTHER BUSINESS IS PRESENTED AT SUCH ANNUAL
MEETING, THIS PROXY WILL BE VOTED AS DIRECTED BY A MAJORITY OF
THE BOARD OF DIRECTORS. AT THE PRESENT TIME, THE BOARD OF
DIRECTORS KNOWS OF NO OTHER BUSINESS TO BE PRESENTED AT THE
ANNUAL MEETING.
<PAGE>
- -----------------------------------------------------------------
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
Should the undersigned be present and elect to vote at the Annual
Meeting or at any adjournment thereof and after notification to
the Secretary of the Company at the Annual Meeting of the
shareholder's decision to terminate this proxy, then the power of
said attorneys and proxies shall be deemed terminated and of no
further force and effect. This proxy may also be revoked by
sending written notice to the Secretary of the Company at the
address set forth on the Notice of Annual Meeting of
Shareholders, or by the filing of a later proxy prior to a vote
being taken on a particular proposal at the Annual Meeting.
The undersigned acknowledges receipt from the Company prior to
the execution of this proxy of notice of the Annual Meeting, a
proxy statement dated March 31, 1998, and audited financial
statements.
Dated: ----------------, 1998 / /
Check Box if You Plan
to Attend Annual Meeting
- ------------------------------ ------------------------------
PRINT NAME OF SHAREHOLDER PRINT NAME OF SHAREHOLDER
- ------------------------------ ------------------------------
SIGNATURE OF SHAREHOLDER SIGNATURE OF SHAREHOLDER
Please sign exactly as your name appears on this card. When
signing as attorney, executor, administrator, trustee or
guardian, please give your full title.
- -----------------------------------------------------------------
Please complete and date this proxy and return it promptly
in the enclosed postage-prepaid envelope.
- -----------------------------------------------------------------
