<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant /X/
Filed by a party other than the Registrant / /
Check the appropriate box:
/X/ Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/ / Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
CENTENNIAL FIRST FINANCIAL SERVICES
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11
(1) Title of each class of securities to which transaction applies:
------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
------------------------------------------------------------------------
(5) Total fee paid:
------------------------------------------------------------------------
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
------------------------------------------------------------------------
(3) Filing Party:
------------------------------------------------------------------------
(4) Date Filed:
------------------------------------------------------------------------
<PAGE>
March 24, 2000
Dear Shareholder:
You are cordially invited to attend Centennial First Financial Services'
Annual Meeting of Shareholders (the "Meeting"), which will be held at
Redlands Country Club located at 1749 Garden Street, Redlands, California, on
Thursday, April 27, 2000 at 6:00 p.m.
At the Meeting, shareholders will be asked to approve an amendment to the
Bylaws to increase the range of the board of directors; to elect directors
for the ensuing year; to approve an amendment to the Articles of
Incorporation to require the board of directors to consider certain factors
when evaluating certain transactions; and to approve an amendment to the
Bylaws to establish a mandatory retirement age for directors as set forth in
the accompanying Proxy Statement.
It is important that your shares be represented at the Meeting, whether or
not you plan to attend. Please indicate on the enclosed proxy card your vote
on the matters presented, and sign, date and return the proxy card. If you do
attend the Meeting and wish to vote in person, your proxy will be withdrawn
at that time. We urge you to vote in favor of all the proposals set forth.
Douglas C. Spencer
President & Chief Executive Officer
<PAGE>
CENTENNIAL FIRST FINANCIAL SERVICES
218 EAST STATE STREET
REDLANDS, CALIFORNIA 92373
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
APRIL 27, 2000
TO THE SHAREHOLDERS OF
CENTENNIAL FIRST FINANCIAL SERVICES:
NOTICE IS HEREBY GIVEN that, pursuant to the call of its Board of Directors,
the Annual Meeting of Shareholders (the "Meeting") of Centennial First
Financial Services (the "Company") will be held at Redlands Country Club
located at 1749 Garden Street, Redlands, California, on Thursday, April 27,
2000 at 6:00 p.m., for the purpose of considering and voting upon the
following matters:
1. AMENDMENT TO BYLAWS. To approve an amendment to the Company's Bylaws to
increase the range of the board of directors.
2. ELECTION OF DIRECTORS. To elect ten (10) persons to the Board of
Directors to serve until the 2001 Annual Meeting of Shareholders and
until their successors are elected and have been qualified. The persons
nominated by management to serve as directors are:
Bruce J. Bartells Ronald J. Jeffrey
Carole H. Beswick William A. McCalmon
James C. Coffin Patrick J. Meyer
Irving M. Feldkamp, III, D.D.S. Douglas C. Spencer
Larry Jacinto Douglas F. Welebir
3. AMENDMENT TO ARTICLES OF INCORPORATION. To approve an amendment to the
Company's Articles of Incorporation to require the board of directors
to consider certain factors when evaluating certain transactions.
4. AMENDMENT TO BYLAWS. To approve an amendment to the Company's Bylaws to
establish a mandatory retirement age for directors.
5. OTHER BUSINESS. To transact such other business as may properly come
before the Meeting or any adjournments thereof.
The Board of Directors has fixed the close of business on March 15, 2000 as the
record date for determination of shareholders entitled to notice of, and to vote
at, the Meeting.
Section 3.3 of Article III of the Bylaws sets forth the nomination procedure for
nominations of directors. Section 3.3 provides:
Nominations for election of members of the board may be made by the
board or by any holder of any outstanding class of capital stock of the
corporation entitled to vote
<PAGE>
for the election of directors. Notice of intention to make any
nominations (other than for persons named in the notice of the
meeting called for the election of directors) shall be made in
writing and shall be delivered or mailed to the president of the
corporation by the later of: (i) the close of business twenty-one
(21) days prior to any meeting of shareholders called for the election
of directors; or (ii) ten (10) days after the date of mailing of notice
of the meeting to shareholders. Such notification shall contain the
following information to the extent known to the notifying shareholder:
(a) the name and address of each proposed nominee; (b) the principal
occupation of each proposed nominee; (c) the number of shares of
capital stock of the corporation owned by each proposed nominee; (d)
the name and residence address of the notifying shareholder; (e) the
number of shares of capital stock of the corporation owned by the
notifying shareholder; (f) the number of shares of capital stock of any
bank, bank holding company, savings and loan association or other
depository institution owned beneficially by the nominee or by the
notifying shareholder and the identities and locations of any such
institutions; and (g) whether the proposed nominee has ever been
convicted of or pleaded nolo contendere to any criminal offense
involving dishonesty or breach of trust, filed a petition in bankruptcy
or been adjudged bankrupt. The notification shall be signed by the
nominating shareholder and by each nominee, and shall be accompanied by
a written consent to be named as a nominee for election as a director
from each proposed nominee. Nominations not made in accordance with
these procedures shall be disregarded by the chairperson of the
meeting, and upon his or her instructions, the inspectors of election
shall disregard all votes cast for each such nominee. The foregoing
requirements do not apply to the nomination of a person to replace a
proposed nominee who has become unable to serve as a director between
the last day for giving notice in accordance with this paragraph and
the date of election of directors if the procedure called for in this
paragraph was followed with respect to the nomination of the proposed
nominee.
By Order of the Board of Directors
March 24, 2000 Sally Flanders, Secretary
WE URGE YOU TO VOTE IN FAVOR OF MANAGEMENT'S PROPOSALS BY SIGNING AND
RETURNING THE ENCLOSED PROXY AS PROMPTLY AS POSSIBLE, WHETHER OR NOT YOU PLAN
TO ATTEND THE MEETING IN PERSON. THE ENCLOSED PROXY IS SOLICITED BY THE
COMPANY'S BOARD OF DIRECTORS. ANY SHAREHOLDER GIVING A PROXY MAY REVOKE IT
PRIOR TO THE TIME IT IS VOTED BY FILING WITH THE SECRETARY OF THE COMPANY AN
INSTRUMENT REVOKING IT OR A DULY EXECUTED PROXY BEARING A LATER DATE, OR BY
ATTENDING THE MEETING AND VOTING IN PERSON.
PLEASE INDICATE ON THE PROXY WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING
SO THAT WE CAN ARRANGE FOR ADEQUATE ACCOMMODATIONS.
2
<PAGE>
CENTENNIAL FIRST FINANCIAL SERVICES
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
APRIL 27, 2000
INTRODUCTION
This Proxy Statement is furnished in connection with the solicitation of
Proxies for use at the 2000 Annual Meeting of Shareholders (the "Meeting") of
Centennial First Financial Services (the "Company") to be held at the
Redlands Country Club located at 1749 Garden Street, Redlands, California, at
6:00 p.m., on April 27, 2000, and at any and all adjournments thereof.
It is expected that this Proxy Statement and the accompanying Notice and form
of Proxy will be mailed to shareholders eligible to receive notice of and
vote at the Meeting on or about March 24, 2000.
REVOCABILITY OF PROXIES
A form of proxy for voting your shares at the Meeting is enclosed. Any
shareholder who executes and delivers such proxy has the right to and may
revoke it at any time before it is exercised by filing with the secretary of
the Company an instrument revoking it or a duly executed proxy bearing a
later date. In addition, the powers of the proxies will be suspended if the
person executing the proxy is present at the Meeting and elects to vote in
person by advising the chairman of the Meeting of his or her election to vote
in person, and voting in person at the Meeting. Subject to such revocation or
suspension, all shares represented by a properly executed proxy received in
time for the Meeting will be voted by the proxies in accordance with the
instructions specified on the proxy. UNLESS OTHERWISE DIRECTED IN THE
ACCOMPANYING PROXY, THE SHARES REPRESENTED BY YOUR EXECUTED PROXY WILL BE
VOTED "FOR" THE AMENDMENT TO THE BYLAWS TO INCREASE THE RANGE OF DIRECTORS,
"FOR" THE NOMINEES FOR ELECTION OF DIRECTORS NAMED HEREIN, "FOR" THE
AMENDMENT TO ADD ARTICLE SEVEN TO THE COMPANY'S ARTICLES OF INCORPORATION,
AND "FOR" THE AMENDMENT TO THE BYLAWS TO INCLUDE A MANDATORY RETIREMENT AGE
FOR DIRECTORS. IF ANY OTHER BUSINESS IS PROPERLY PRESENTED AT THE MEETING,
THE PROXY WILL BE VOTED IN ACCORDANCE WITH MANAGEMENT'S RECOMMENDATIONS.
PERSONS MAKING THE SOLICITATION
This solicitation of proxies is being made by the board of directors of the
Company. The expense of preparing, assembling, printing and mailing this Proxy
Statement and the materials used in the solicitation of proxies for the Meeting
will be borne by the Company. It is contemplated that Proxies
<PAGE>
will be solicited principally through the use of the mail, but directors,
officers and employees of the Company and Redlands Centennial Bank, a wholly
owned subsidiary of the Company (the "Bank") may solicit Proxies personally
or by telephone, without receiving special compensation therefore. Although
there is no formal agreement to do so, the Company may reimburse banks,
brokerage houses and other custodians, nominees and fiduciaries for their
reasonable expenses in forwarding these proxy materials to shareholders whose
stock in the Company is held of record by such entities. In addition, the
Company may use the services of individuals or companies it does not
regularly employ in connection with this solicitation of proxies, if
management determines it to be advisable.
VOTING SECURITIES
There were issued and outstanding 672,387 shares of the Company's common
stock on March 15, 2000, which has been fixed as the record date for the
purpose of determining shareholders entitled to notice of, and to vote at,
the Meeting (the "Record Date"). On any matter submitted to the vote of the
shareholders, each holder of the Company's common stock will be entitled to
one vote, in person or by proxy, for each share of common stock he or she
held of record on the books of the Company as of the Record Date. In
connection with the election of directors, shares may be voted cumulatively
if a shareholder present at the Meeting gives notice at the Meeting, prior to
the voting for election of directors, of his or her intention to vote
cumulatively. If any shareholder of the Company gives such notice, then all
shareholders eligible to vote will be entitled to cumulate their shares in
voting for election of directors. Cumulative voting allows a shareholder to
cast a number of votes equal to the number of shares held in his or her name
as of the Record Date, multiplied by the number of directors to be elected.
These votes may be cast for any one nominee, or may be distributed among as
many nominees as the shareholder sees fit. If cumulative voting is declared
at the Meeting, votes represented by proxies delivered pursuant to this Proxy
Statement may be cumulated in the discretion of the proxies, in accordance
with management's recommendation. The effect of broker nonvotes is that such
votes are not counted as being voted; however such votes are counted for
purposes of determining a quorum. The effect of a vote of abstention on any
matter is that such vote is not counted as a vote for or against the matter,
but is counted as an abstention.
SHAREHOLDINGS OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
Management of the Company knows of no person who owns, beneficially or of
record, either individually or together with associates, 5 percent or more of
the outstanding shares of the Company's common stock, except as set forth in
the table below. The following table sets forth, as of March 1, 2000, the
number and percentage of shares of the Company's outstanding common stock
beneficially owned, directly or indirectly, by each of the Company's
directors and principal shareholders and by the directors and officers of the
Company as a group. The shares "beneficially owned" are determined under
Securities and Exchange Commission Rules, and do not necessarily indicate
ownership for any other purpose. In general, beneficial ownership includes
shares over which the director, principal shareholder or officer has sole or
shared voting or investment power and shares which such person has the right
to acquire within 60 days of March 1, 2000. Unless otherwise indicated, the
persons listed below have sole voting and investment powers. Management
2
<PAGE>
is not aware of any arrangements which may, at a subsequent date, result in a
change of control of the Company.
<TABLE>
<CAPTION>
Amount and Nature of Percent
Beneficial Owner Beneficial Ownership of Class
- ---------------- -------------------- --------
<S> <S> <C>
DIRECTORS, NOMINEES AND NAMED OFFICERS:
- ---------------------------------------
Bruce J. Bartells 17,929(1) 2.41
Carole H. Beswick 15,675(2) 2.10
James C. Coffin 17,629(3) 2.37
I.M. Feldkamp III 17,694(4) 2.37
Larry Jacinto 36,215(5) 4.86
Ronald J. Jeffrey 24,096(6) 3.23
William A. McCalmon 16,586(7) 2.23
Patrick J. Meyer 29,553(8) 3.97
Douglas C. Spencer 30,729(9) 4.12
Douglas F. Welebir 25,765(10) 3.46
Roy D. Lewis 11,559(11) 1.55
Beth Sanders 17,929(12) 2.41
All Directors and Executive Officers
as a Group (12 in all) 261,359(13) 35.08
</TABLE>
- ----------------------
(1) The amount includes 2,278 shares of which Mr. Bartells has shared
voting and investment powers and 8,599 shares acquirable by exercise of
stock options.
(2) The amount includes 4,152 shares of which is in the name of Mrs.
Beswick's spouse, 6,259 shares of which Mrs. Beswick has shared voting
and investment powers and 5,264 shares acquirable by exercise of stock
options.
(3) The amount includes 15,700 shares of which Mr. Coffin has shared voting
and investment powers and 1,929 shares acquirable by exercise of stock
options.
(4) The amount includes 17,694 shares of which Dr. Feldkamp, III has shared
voting and investment powers.
(5) The amount includes 525 shares acquirable by exercise of stock options.
(6) The amount includes 2,598 shares of which is in the name of Mr.
Jeffrey's spouse, 8,974 shares of which Mr. Jeffrey has shared voting
and investment powers, and 1,929 shares acquirable by exercise of stock
options.
(7) The amount includes 3,266 shares of which is in the name of Mr.
McCalmon's spouse and 3,449 shares acquirable by exercise of stock
options.
(8) The amount includes 556 shares of which is in the name of Mr. Meyer's
spouse and 7,024 shares acquirable by exercise of stock options.
(9) The amount includes 3,299 shares of which Mr. Spencer has shared voting
and investment powers and 13,334 shares acquirable by exercise of stock
options.
(10) The amount includes 8,559 shares acquirable by exercise of stock
options.
(Footnotes continued on the following page.)
3
<PAGE>
(11) The amount includes 1,621 shares of which Mr. Lewis has shared voting
and investment powers and 9,738 shares acquirable by exercise of stock
options.
(12) The amount includes 164 shares of which is in the name of Mrs. Sanders'
spouse as a trustee for their daughter, 1,736 shares of which Mrs.
Sanders has shared voting and investment powers and 13,942 shares
acquirable by exercise of stock options.
(13) The amount includes 74,332 shares acquirable by exercise of stock
options.
SECTION 16(a) BENEFICIAL OWNERSHIP COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
directors and certain executive officers and persons who own more than ten
percent of a registered class of the Company's equity securities
(collectively, the "Reporting Persons"), to file reports of ownership and
changes in ownership with the Securities and Exchange Commission. The
Reporting Persons are required by Securities and Exchange Commission
regulation to furnish the Company with copies of all Section 16(a) forms they
file.
Based solely on its review of the copies of such forms received by it, or
written representations from the Reporting Persons that no Forms 5 were
required for those persons, the Company believes that, during the reporting
period in 1999 the Reporting Persons complied with all filing requirements
applicable to them.
PROPOSAL 1:
AMENDMENT OF BYLAWS
TO INCREASE THE RANGE OF THE BOARD OF DIRECTORS
The Board of Directors of the Company has approved an amendment to the bylaws
of the Company to increase the range of the board of directors from a range
of 3 to 5 directors to a range of 6 to 11 directors. The current bylaws
provide for a range of 3 to 5 directors, and the Board of Directors of the
Company has decided to add the seven directors of the Bank that are not
directors of the Company to the board of directors of the Company. The
amendment to the bylaws requires shareholder approval to become effective. If
the proposed amendment to the Company's bylaws are approved by the
shareholders, all of the 10 director-nominees set forth in Proposal 2 will be
the director-nominees for the election of directors in Proposal 2, and if the
proposed amendment to the Company's bylaws is not approved by the
shareholders, only the three director-nominees that are currently directors
of the Company will be the director-nominees for election of directors in
Proposal 2.
REQUIRED APPROVAL OF SHAREHOLDERS
The amendment of the Company's bylaws to increase the range of directors
requires approval by the affirmative vote of the holders of a majority of the
outstanding shares of Common Stock entitled to vote at the Meeting.
4
<PAGE>
RECOMMENDATION OF THE BOARD OF DIRECTORS
THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE FOR APPROVAL OF
PROPOSAL 1 FOR THE AMENDMENT OF THE BYLAWS OF THE COMPANY TO INCREASE THE
RANGE OF DIRECTORS.
PROPOSAL 2:
ELECTION OF DIRECTORS
NOMINEES
The Company's Bylaws provide that the number of directors of the Company
shall not be less than three (3) nor more than five (5) until changed by an
amendment to the Bylaws adopted by the Company's shareholders, unless
Proposal 1 is approved by the shareholders, in which case the number of
directors of the Company shall not be less than six (6) nor more eleven (11).
The exact number of directors shall be three (3), unless Proposal 1 is
adopted in which case the exact number of directors shall be 10, until
changed by a Bylaw amendment or a resolution duly adopted by the Company's
shareholders or board of directors.
The persons named below, all of whom are currently members of the board of
directors of the Company or the Bank, will be nominated for election as
directors at the Meeting to serve until the 2001 Annual Meeting of
Shareholders and until their successors are elected and have qualified. Votes
of the proxies will be cast in such a manner as to effect the election of all
ten nominees if Proposal 1 is approved or the three nominees who are
currently directors of the Company if Proposal 1 is not approved, as
appropriate (or as many thereof as possible under the rules of cumulative
voting). The ten nominees for directors if Proposal 1 is approved or the
three nominees who are currently directors of the Company for directors if
Proposal 1 is not approved receiving the most votes will be elected
directors. In the event that any of the nominees should be unable to serve as
a director, it is intended that the Proxy will be voted for the election of
such substitute nominee, if any, as shall be designated by the board of
directors. The board of directors has no reason to believe that any of the
nominees named below will be unable to serve if elected. Additional
nominations for directors may only be made by complying with the nomination
procedures which are included in the Notice of Annual Meeting of Shareholders
accompanying this Proxy Statement.
5
<PAGE>
The following table sets forth, as of March 1, 2000, the names of, and
certain information concerning, the persons nominated by the board of
directors for election as directors of the Company.
<TABLE>
<CAPTION>
Year First
Appointed Principal Occupation During
Name and Title Age Director the Past Five Years
- -------------------------------------- -------- ---------------- ----------------------------------------------------
<S> <C> <C> <C>
Bruce J. Bartells 55 1999 Chief Executive Officer and former Chief Financial
Company Director Officer of Wilden Pump & Engineering Company, Inc.
(formerly President and CEO of Soren McAdams
Bartells, CPA's, Inc.).
Carole H. Beswick 57 - Part owner of Paper Partners, Inc. (formerly a
Nominee councilwoman of the City of Redlands).
James C. Coffin 77 - President and CEO of C-Y Development Co. (building
Nominee and land development).
Irving M. Feldkamp, III, DDS 54 - President/Owner of Hospitality Dental Associates
Nominee and President/Owner Glen Helen Racing Inc.
Larry Jacinto 50 - President of Larry Jacinto Construction, President
Nominee of Pangahamo Materials, Inc., President of Larry
Jacinto Family, President of Mentone Enterprises,
and Vice President of Rancho Las Narajas.
Ronald J. Jeffrey 56 - Vice President of Tri-City Acoustics, Inc., a
Nominee specialty subcontracting business and former
President of Inland Acoustics, Inc.
William A. McCalmon Nominee 54 - President and owner of RPM Insurance Services,
Inc., registered principal of PIM Financial
Services, Inc.
Patrick J. Meyer 48 1999 Owner of Urban Environs, a land planning
Chairman of the Board consultant business.
of the Company
Douglas C. Spencer 41 1999 President and CEO of the Redlands Centennial Bank
President & CEO, Director (formerly Senior Vice President/Branch
of the Company Administration with California State Bank and
former Senior Vice President/Chief Operating
Officer of Landmark Bank).
</TABLE>
6
<PAGE>
<TABLE>
<CAPTION>
Year First
Appointed Principal Occupation During
Name and Title Age Director the Past Five Years
- --------------------------------------- -------- --------------- ----------------------------------------------------
<S> <C> <C> <C>
Douglas F. Welebir 56 - Attorney and President of Welebir, McCune & Jure,
Nominee a professional law corporation.
</TABLE>
None of the directors were selected pursuant to any arrangement or
understanding other than with the directors and executive officers of the
Company acting within their capacities as such. There are no family
relationships between any of the directors and executive officers of the
Company. No director or executive officer of the Company serves as a director
of any company which has a class of securities registered under, or which is
subject to the periodic reporting requirements of, the Securities Exchange
Act of 1934, or of any company registered as an investment company under the
Investment Company Act of 1940.
THE BOARD OF DIRECTORS AND COMMITTEES
The Company's board of directors met two times in 1999. None of the Company's
directors attended less than 75 percent of all board of directors' meetings
and committee meetings (of which they were a member) that were held in 1999.
The Company does not have an audit, compensation or nominating committee.
EXECUTIVE OFFICERS
Information concerning the executive officers of the Company other than Mr.
Doug Spencer which is contained in the section entitled "Nominees".
<TABLE>
<CAPTION>
Year First
Appointed Principal Occupation During
Name and Title Age an Officer the Past Five Years
- ------------------------------------ --- ------------ ---------------------------------------------
<S> <C> <C> <C>
Roy D. Lewis 53 1999 Executive Vice President and Chief Credit
Executive Vice President & Officer of the Bank.
Chief Credit Officer
Beth Sanders 47 1999 Executive Vice President and Chief Financial
Executive Vice President & Officer of the Bank.
Chief Financial Officer
</TABLE>
7
<PAGE>
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Long Term Compensation
Annual Compensation Awards Payouts
- ------------------------------------------------------------------------------------------------------------------------------------
(a) (b) (c) (d) (e) (f) (g) (h) (i)
- ---------------------------------- --------------- ---------------------------------------------------------------------------------
- ---------------------------------- --------------- ---------------------------------------------------------------------------------
Other
Annual Restricted All Other
Name and Compen- Stock LTIP Compen-
Principal Salary Bonus sation Award(s) Options/ Payouts sation(2)
Position Year ($) ($) ($) ($) SARs(1) ($) ($)
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Douglas C. Spencer(3) 1999 128,400 50,000 - - 10,050 -- 3,849
------------------------------------------------------------------------------------------------------------
1998 120,000 0 - - - -- 5,000
------------------------------------------------------------------------------------------------------------
1997 32,100 9,883 - - 27,825 -- 0
- ------------------------------------------------------------------------------------------------------------------------------------
Roy D. Lewis 1999 95,701 10,000 - - 5,025 2,813
------------------------------------------------------------------------------------------------------------
1998 90,000 0 - - 312 4,449
------------------------------------------------------------------------------------------------------------
1997 81,400 9,883 - - - 3,607
- ------------------------------------------------------------------------------------------------------------------------------------
Beth Sanders 1999 84,649 15,000 - - 5,025 - 2,200
------------------------------------------------------------------------------------------------------------
1998 80,000 0 - - - - 4,449
------------------------------------------------------------------------------------------------------------
1997 72,300 9,883 - - 334 - 4,750
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) The Company does not have SAR's, and the stock options are adjusted for
stock dividends.
(2) The amounts represent Company matching contributions to the 401(k)
Plan.
(3) Mr. Spencer began employment with the Bank on October 1, 1997.
8
<PAGE>
<TABLE>
<CAPTION>
OPTION/SAR GRANTS TABLE
OPTION/SAR GRANTS IN LAST FISCAL YEAR(1)
- ------------------------------------------------------------------------------------------------------------------------------------
Individual Grants
- ------------------------------------------------------------------------------------------------------------------------------------
(a) (b) (c) (d) (e)
- ------------------------------------------------------------------------------------------------------------------------------------
% of Total
Options/SARs Options/SARs Granted Exercise or
Granted to Employees in Base Price Expiration
Name (#) Fiscal Year ($/Share) Date
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Douglas C. Spencer 10,500 Options 40% $14.05 1/04/2009
- ------------------------------------------------------------------------------------------------------------------------------------
Roy D. Lewis 5,250 Options 20% $14.05 1/04/2009
- ------------------------------------------------------------------------------------------------------------------------------------
Beth Sanders 5,250 Options 20% $14.05 1/04/2009
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) The options and exercise prices in the table have been adjusted for the
5% stock dividend to shareholders of record on January 10, 2000.
<TABLE>
<CAPTION>
OPTION/SAR EXERCISES AND YEAR END VALUE TABLE
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND YEAR END OPTION/SAR VALUE
- -----------------------------------------------------------------------------------------------------------------------------------
(a) (b) (c) (d) (e)
- -----------------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------------
Number of Value of Unexercised
Unexercised In-the-Money
Options/SARs at Options/SARs at
Year End (#) Year End ($)
Shares Acquired on Value Realized Exercisable/ Exercisable/
Name Exercise (#) ($) Unexercisable(1) Unexercisable
- -----------------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Douglas C. Spencer 0 0 10,700/26,050 $67,200/$113,300
Roy D. Lewis 0 0 8,274/5,000 $82,983/$6,250
Beth Sanders 0 0 12,278/5,000 $118,198/$6,250
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) The options and exercise prices in the table have been adjusted for the
5% stock dividend to shareholders of record on January 10, 2000.
9
<PAGE>
EMPLOYMENT AGREEMENTS
The Bank entered into an employment agreement with Mr. Spencer. The agreement
is for a term of four years commencing October 1, 1997 and provides for the
employment of Mr. Spencer as the President and Chief Executive Officer of the
Bank. The term of the agreement is automatically extended for additional
periods of one year unless the Bank or Mr. Spencer gives written notice of
termination of employment not less than three months and not more than six
months prior to the expiration of the term. The base annual salary for Mr.
Spencer is currently $128,400 per year, with increases to be determined at
the discretion of the Board of Directors of the Bank. Under the agreement Mr.
Spencer is entitled to bonuses pursuant to his participation in the Bank's
Incentive Compensation Plan. In addition, the agreement provides that the
Bank will provide Mr. Spencer with salary continuation benefits as discussed
below. The agreement provides Mr. Spencer with stock options to acquire
28,088 (adjusted for stock dividends) which vest at the rate of 20% per year
(with acceleration of vesting in certain events) and with a term of ten
years. In lieu of an automobile allowance, Mr. Spencer is provided with a
Bank automobile. The Bank paid $10,000 for Mr. Spencer's relocation expenses
for moving to Redlands. Pursuant to the agreement, Mr. Spencer is entitled to
four weeks vacation per year, health, disability and life insurance benefits
and indemnification for matters incurred in connection with any action
against the executive which arose out of and was within the scope of his
employment, provided that the executive acted in good faith and in a manner
the executive reasonably believed to be in the best interests of the Bank and
with respect to a criminal matter if the executive also had no reasonable
cause to believe his conduct was unlawful. If the Bank terminates Mr. Spencer
without cause, he shall be entitled to one year of base salary in addition to
the salary continuation benefits discussed below. Upon any change of control
involving the Bank and where his position is eliminated or materially changed
in connection with the change of control, he is to be paid two years of his
then current base salary in addition to the salary continuation benefits
discussed below. In the event Mr. Spencer is terminated for cause, he shall
be entitled to four weeks of salary as of the date of termination plus any
pay in lieu of vacation.
On March 17, 1998, the Bank and Mr. Spencer entered into a salary
continuation agreement to provide salary continuation benefits to Mr.
Spencer. If Mr. Spencer continues in the employ of the Bank until age 55
("Retirement Age"), he will receive from the Bank under the salary
continuation agreement an annual benefit amount beginning at $186,956 and
increasing 3% per year for subsequent years ("Annual Benefit Amount") for ten
years beginning at his reaching Retirement Age. In the event Mr. Spencer
terminates employment due to disability prior to age 55, he will receive the
salary continuation benefits in the amount of the Annual Benefit Amount for
10 years beginning at his reaching Retirement Age. In the event Mr. Spencer
dies while actively employed by the Bank prior to reaching Retirement Age,
his beneficiary will receive from the Bank benefits in the amount of the
Annual Benefit Amount for ten years beginning with the month following his
death. In the event of involuntary termination without cause Mr. Spencer
shall receive an annual benefit amount for 10 years beginning with the month
following his involuntary termination. The annual benefit amount for
involuntary termination without cause begins at $120,000 for one year of
service and increases 3% per year for subsequent years up to $186,956 for 16
years of service. In the event of termination due to early retirement or
voluntary termination other than due to a change of control, Mr. Spencer
shall receive an annual benefit amount based on his years of service for 10
years beginning with the month following his early retirement or voluntary
termination. The annual benefit amount for early retirement or voluntary
termination begins at $3,686 for one year of service
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and goes up to a maximum of $186,956 after 16 years of service. In the event
of a change in control of the Bank while Mr. Spencer is in active service
with the Bank, Mr. Spencer will receive an annual benefit amount based on his
years of service with the Bank for ten years beginning with the month
following the consummation of the change in control of the Bank. The annual
benefit amount for a change of control begins at $120,000 for one year of
service and increases at 3% per year for subsequent years of service up to
$186,956 for 16 years of service. Upon the first anniversary of the
commencement of such benefit payment and each following anniversary, the
annual benefit amount will increase by 3%. In addition, if there are any
excess parachute taxes resulting from the change of control, the acquiring
entity shall reimburse Mr. Spencer for any excise taxes due on such benefit
payments. In the event Mr. Spencer is terminated for cause, he will forfeit
any benefits from the salary continuation agreement.
Mr. Roy Lewis has an employment agreement with the Bank to serve as the
Bank's Executive Vice President and Chief Credit Officer for a term of two
years commencing April 1, 1998 and with an initial annual salary of $90,000.
The term of his agreement is automatically renewed for additional one year
terms unless he or the Bank gives notice to the other party no less than
three months and no more than six months prior to the end of the then current
term of the agreement. The agreement provides that Mr. Lewis shall be
entitled to salary increases as determined by the Bank's board of directors.
Pursuant to the agreement, Mr. Lewis is entitled to four weeks vacation per
year, health, disability and life insurance benefits and indemnification for
matters incurred in connection with any action against the executive which
arose out of and was within the scope of his employment, provided that the
executive acted in good faith and in a manner the executive reasonably
believed to be in the best interests of the Bank and with respect to a
criminal matter if the executive also had no reasonable cause to believe his
conduct was unlawful. If the Bank terminates Mr. Lewis without cause, he
shall be entitled to six months of base salary. Upon any change of control
involving the Bank and where his position is eliminated or material changed
in connection with the change of control, he is to be paid one year of his
then current base salary. In the event Mr. Lewis is terminated for cause, he
shall be entitled to four weeks of salary as of the date of termination plus
any pay in lieu of vacation.
Mrs. Beth Sanders has an employment agreement with the Bank to serve as the
Bank's Executive Vice President and Chief Financial Officer for a term of two
years commencing April 1, 1998 and with an initial annual salary of $80,000. The
term of her agreement is automatically renewed for additional one year terms
unless she or the Bank gives notice to the other party no less than three months
and no more than six months prior to the end of the then current term of the
agreement. The agreement provides that Mrs. Sanders shall be entitled to salary
increases as determined by the Bank's board of directors. Pursuant to the
agreement, Mrs. Sanders is entitled to four weeks vacation per year, health,
disability and life insurance benefits and indemnification for matters incurred
in connection with any action against the executive which arose out of and was
within the scope of her employment, provided that the executive acted in good
faith and in a manner the executive reasonably believed to be in the best
interests of the Bank and with respect to a criminal matter if the executive
also had no reasonable cause to believe her conduct was unlawful. If the Bank
terminates Mrs. Sanders without cause, she shall be entitled to six months of
base salary. Upon any change of control involving the Bank and where her
position is eliminated or material changed in connection with the change of
control, she is to be paid one year of her then current base salary. In
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the event Mrs. Sanders is terminated for cause, she shall be entitled to four
weeks of salary as of the date of termination plus any pay in lieu of
vacation.
COMPENSATION OF DIRECTORS
The directors are not paid any directors fees by the Company, but the
directors receive directors fees from the Bank for services they provide as a
director of the Bank. The directors of the Bank are each paid a fee of $500
per month, except for the chairman who receives $750 per month. The Bank
directors also receive $50 for each Bank committee meeting attended by the
committee member and $100 for each Bank committee meeting chaired by the
committee chairman. Each of the directors except Messrs. Bartells, Coffin and
Jacinto and Dr. Feldkamp was granted a stock option to acquire 6,670 shares
(adjusted for stock dividends) at an exercise price of $5.98 on January 18,
1991. Mr. Bartells was granted a stock option to acquire 6,670 shares
(adjusted for stock dividends) at an exercise price of $5.98 on August 21,
1992. Each of the directors except Dr. Feldkamp and Mr. Jacinto was granted
an option to acquire 1,404 shares (adjusted for stock dividends) at an
exercise price of $9.26 on August 15, 1997. Each of the directors, except for
Dr. Feldkamp, received a stock option grant on February 19, 1999 for 2,625
shares with an option price of $14.52 per share. With the exception of Dr.
Feldkamp, the directors also participate in a director retirement plan which
provides each director with retirement, death and liability benefits that is
set forth in their individual agreements. The agreements entered into between
the Bank and the respective directors provide each director with retirement
benefits of $7,500 per year for ten years commencing at their expected
retirement age which ranges from age 56 for Mr. Meyer to age 85 for Mr.
Coffin. The retirement benefits are informally funded with life insurance
policies purchased by the Bank. The net accrued costs of such benefits for
1999 for all of the directors totaled $13,601. In addition, the directors and
their dependents participate in the Bank's self-funded dental plan. Under
Redlands Centennial's dental plan, the maximum reimbursement by the Bank to
any participant is $750 per year. A total of $8,551 was paid under the Bank's
dental plan in 1999 for the benefit of the directors and their dependents.
CERTAIN TRANSACTIONS
Some of the directors and executive officers of the Company and the companies
with which those directors and executive officers are associated are
customers of, and have had banking transactions with, the Bank in the
ordinary course of the Bank's business, and the Bank expects to have banking
transactions with such persons in the future. In the opinion of the Bank's
management, all loans and commitments to lend in such transactions were made
in compliance with applicable laws and on substantially the same terms,
including interest rates and collateral, as those prevailing for comparable
transactions with other persons of similar creditworthiness and did not
involve more than a normal risk of collectibility or present other
unfavorable features.
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PROPOSAL NO. 3:
AMENDMENT TO ARTICLES OF INCORPORATION
TO REQUIRE THE BOARD OF DIRECTORS TO CONSIDER CERTAIN
FACTORS WHEN EVALUATING CERTAIN TRANSACTIONS
The board of directors approved the addition of Article Seven to the
Company's Articles of Incorporation to allow the board of directors to
consider the social and economic effects on the Company's employees,
depositors, customers and the communities served by the Company as well as
certain other factors when evaluating a possible tender offer, merger or
other acquisition. The language of the proposed Article Seven is provided in
Appendix A.
Factors which are to be considered in the proposed new Article Seven include
the following: (i) the adequacy of the offered consideration in relation to
the current market price of the Company's stock and in relation to the
historical and present operating results and financial condition of the
Company; (ii) whether the shareholders might obtain a more favorable price at
the time of the proposed tender offer or in the future from other offerors
and whether the Company's continued existence as an independent entity would
affect the future value of the Company's stock; (iii) the impact the offer
would have on the employees, depositors, clients and customers of the Company
and the communities which it serves; (iv) the present and historical
financial position of the offeror, its reputation in the communities which it
serves and the social and/or economic effect which the reputation and
practices of the offeror or its management and affiliates would have upon the
employees, depositors and customers of the Company and the communities which
the Company serves; (v) an analysis of the value of the securities (if any)
offered in exchange for the Company's securities; and (vi) the legal, tax and
regulatory issues presented by the offer. Under the proposed new Article
Seven, the Board of Directors may oppose, recommend or remain neutral with
respect to a tender offer or other acquisition proposal as permitted under
the original Article Seven.
By proposing this amendment, the Board of Directors is alerting shareholders
to, and seeking their approval of, the Board's view that the Board's
obligations to evaluate various factors in the event of a proposed tender
offer involving the Company's stock extend beyond merely the consideration
offered in relation to the then-current market price of the Company's stock.
The proposed new Article Seven sets forth the specific factors to be
considered by the Board of Directors in evaluating any business combination
involving the Bank regardless of the amount of the Bank's stock owned by the
offeror.
Under certain circumstances, this proposed new Article Seven could result in
the Board of Directors opposing a proposed acquisition of control of the
Company that some of the Company's shareholders may find financially
attractive. This proposed new Article Seven as well as the original Article
Seven may also make obtaining Board approval of a proposed acquisition of
control more difficult, which may delay or discourage acquisition attempts.
This may have the effect of maintaining the tenure of the Company's incumbent
management.
The proposed new Article Seven as well as the original Article Seven may also
have the effect of deterring shareholders who disagree with the response of the
board of directors to an acquisition attempt from initiating litigation. Such
litigation, which may be costly, time-consuming and
14
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disruptive to the Company, could involve allegations that the board of
directors breached an obligation to the shareholders by not limiting its
evaluation of a proposed acquisition to the then-current market price of the
Company's stock.
The board of directors of the Company recognizes that the management of a
Company that is the subject of a hostile takeover attempt is often forced to
make decisions under great pressure and that its attention is frequently
focused exclusively upon the degree to which an offer represents a premium
over the current market price of the target Company's stock. The board of
directors believes that while market premium is a primary consideration, it
is also important to consider the other significant elements discussed above
in determining an acquisition proposal.
REQUIRED APPROVAL OF SHAREHOLDERS
The amendment of Article Seven requires approval by the affirmative vote of
the holders of a majority of the outstanding shares of Common Stock entitled
to vote at the Meeting.
RECOMMENDATION OF THE BOARD OF DIRECTORS
THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE FOR APPROVAL OF
PROPOSAL NO. 3 FOR THE AMENDMENT OF THE ARTICLES OF INCORPORATION TO ADD
ARTICLE SEVEN.
PROPOSAL 4:
AMENDMENT OF BYLAWS
TO ESTABLISH A MANDATORY RETIREMENT AGE FOR DIRECTORS
The board of directors of the Company have approved an amendment to the
bylaws of the Company to establish a mandatory retirement age of 70 for its
directors. The amendment to the bylaws would allow directors to serve on the
board of directors of the Company until the end of the director's then
current term upon reaching age 70, except for Mr. Coffin, a director-nominee
who is exempt from the amendment as he already exceeds age 70. The amendment
to the bylaws of the Company to establish a mandatory retirement age requires
shareholder approval to become effective.
The amendment to the bylaws of the Company adds a new Section 3.18. The
proposed amendment to the Company's bylaws would read in the entirety as
follows:
"Section 3.18. Mandatory Retirement of Directors. A director of the
corporation shall serve on the board of directors until the age of 70;
however any director elected or appointed at age 69 shall be allowed to
serve until the next annual meeting of shareholders and until his or
her successor has qualified. Notwithstanding the foregoing, this
Section 3.18 shall not apply to Mr. James C. Coffin.
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REQUIRED APPROVAL OF SHAREHOLDERS
The amendment of the Company's bylaws to establish a mandatory retirement age
requires approval by the affirmative vote of the holders of a majority of the
outstanding shares of Common Stock entitled to vote at the Meeting.
RECOMMENDATION OF THE BOARD OF DIRECTORS
THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE FOR APPROVAL OF
PROPOSAL 4 FOR THE AMENDMENT OF THE BYLAWS OF THE COMPANY TO ESTABLISH A
MANDATORY RETIREMENT AGE.
INDEPENDENT ACCOUNTANTS
The firm of Hutchinson & Bloodgood served as certified independent public
accountants for the Company with respect to the year 1999, and Hutchinson &
Bloodgood has been appointed as the Company's certified independent public
accountants for 2000. The Company's board has determined the firm of
Hutchinson & Bloodgood to be fully independent of the operations of the
Company.
Hutchinson & Bloodgood audited the Company's financial statements for the
year ended December 31, 1999. It is anticipated that a representative of
Hutchinson & Bloodgood will be present at the Meeting and will be available
to respond to appropriate questions from shareholders at the Meeting.
SHAREHOLDER PROPOSALS
The deadline for shareholders to submit proposals to be considered for
inclusion in the Proxy Statement for the Company's 2001 Annual Meeting of
Shareholders is December 31, 2000.
OTHER MATTERS
Management does not know of any matters to be presented at the Meeting other
than those set forth above. However, if other matters come before the
Meeting, it is the intention of the persons named in the accompanying Proxy
to vote the shares represented by the Proxy in accordance with the
recommendations of management on such matters, and discretionary authority to
do so is included in the Proxy.
CENTENNIAL FIRST FINANCIAL SERVICES
Dated: March 24, 2000 Sally Flanders, Secretary
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IT IS VERY IMPORTANT THAT EVERY SHAREHOLDER VOTES. WE URGE YOU TO SIGN AND
RETURN THE ENCLOSED PROXY AS PROMPTLY AS POSSIBLE WHETHER OR NOT YOU PLAN TO
ATTEND THE MEETING IN PERSON.
IN ORDER TO FACILITATE THE PROVIDING OF ADEQUATE ACCOMMODATIONS, PLEASE
INDICATE ON THE PROXY WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING.
The Annual Report to Shareholders for the fiscal year ended December 31, 1999
is being sent concurrently to the Company's shareholders.
A COPY OF THE COMPANY'S ANNUAL REPORT TO THE SECURITIES AND EXCHANGE
COMMISSION ON FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 1999 IS AVAILABLE
WITHOUT CHARGE UPON WRITTEN REQUEST TO MRS. BETH SANDERS, EXECUTIVE VICE
PRESIDENT/CHIEF FINANCIAL OFFICER AT 218 EAST STATE STREET, REDLANDS,
CALIFORNIA.
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APPENDIX A
ARTICLE SEVEN: CONSIDERATION OF NONMONETARY FACTORS IN CERTAIN TRANSACTIONS.
The Board of Directors of this corporation may, and it is hereby declared a
proper corporate purpose for the Board of Directors, if it deems it
advisable, to oppose any offer, proposal or attempt by any corporation or
other business entity, person or group to (a) make any tender or other offer
to acquire any of this corporation's stock; (b) merge or consolidate this
corporation with or into another entity; (c) purchase or otherwise acquire
all or substantially all of the assets of this corporation; or (d) make any
transaction similar in purpose or effect to any of the above. In considering
whether to oppose, recommend or remain neutral with respect to any of the
aforesaid offers, proposals or plans, the Board of Directors shall evaluate
what is in the best interests of this corporation and shall consider any
pertinent factors which may include but are not limited to any of the
following:
A. Whether the offering price, whether in cash or in securities, is
adequate and acceptable based upon both the current market price of
this corporation's stock and the historical and present operating
results and financial condition of this corporation;
B. Whether a price more favorable to the shareholders may be obtained now
or in the future from other offerors and whether this corporation's
continued existence as an independent corporation will affect the
future value of this corporation;
C. The impact the offer would have on the employees, depositors, clients
and customers of this corporation or its subsidiaries and the
communities which it serves;
D. The present and historical financial position of the offeror, the
offeror's reputation in the communities which the offeror serves and
the social and/or economic effect which the reputation and practices of
the offeror or the offeror's management and affiliates would have upon
the employees, depositors and customers of this corporation and the
community which this corporation serves;
E. An analysis of the value of securities (if any) offered in exchange for
this corporation's securities; and
F. Any legal, tax or regulatory issues raised by the offer.
<PAGE>
PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS. The undersigned
hereby appoints Messrs. William A. McCalmon and Patrick J. Meyer as proxies
and with full power of substitution, to represent, vote and act with respect
to all shares of common stock of Centennial First Financial Services (the
"Company") which the undersigned would be entitled to vote at the meeting of
shareholders to be held on April 27, 2000 at 6:00 p.m., at Redlands Country
Club located at 1749 Garden Street, Redlands, California, or any adjournments
thereof, with all the powers the undersigned would possess if personally
present as follows:
1. Approval of an amendment to the Company's Bylaws to increase the range
of the board of directors as set forth in the proxy statement.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
2. Election of ten (10) persons to be directors.
Bruce J. Bartells Ronald J. Jeffrey
Carole H. Beswick William A. McCalmon
James C. Coffin Patrick J. Meyer
Irving M. Feldkamp, III, D.D.S. Douglas C. Spencer
Larry Jacinto Douglas F. Welebir
[ ] FOR ALL NOMINEES LISTED ABOVE [ ] WITHHOLD AUTHORITY
(except as marked to the contrary below)
(INSTRUCTION: To withhold authority to vote for any individual nominee,
write that nominee's name on the space below:)
- ------------------------------------------------------------------------------
3. Approval of an amendment to the Company's Articles of Incorporation to
require the board of directors to consider certain factors when
evaluating certain transactions as set forth in the proxy statement.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
4. Approval of an amendment to the Company's Bylaws to establish a
mandatory retirement age for directors as set forth in the proxy
statement.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
5. In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the meeting and any adjournments
or adjournments thereof.
<PAGE>
PLEASE SIGN AND DATE BELOW
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" APPROVAL OF ALL OF THE PROPOSALS SET FORTH HEREIN. IF ANY
OTHER BUSINESS IS PRESENTED AT THE MEETING, THIS PROXY CONFERS AUTHORITY TO
AND SHALL BE VOTED IN ACCORDANCE WITH THE RECOMMENDATIONS OF THE PROXIES. THE
BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" EACH OF THE PROPOSALS SET FORTH
HEREIN.
(Please date this Proxy and sign your name exactly as it appears on your
stock certificates. Executors, administrators, trustees, etc., should give
their full title. If a corporation, please sign in full corporate name by
President or other authorized officer. If a partnership, please sign in
partnership name by an authorized person. All joint owners should sign.)
[ ] I DO [ ] I DO NOT EXPECT TO ATTEND THE MEETING
---------------------------------------
(Number of Shares)
---------------------------------------
(Please Print Your Name)
---------------------------------------
(Please Print Your Name)
---------------------------------------
(Date)
---------------------------------------
(Signature of Shareholder)
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(Signature of Shareholder)
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS AND MAY BE REVOKED
PRIOR TO ITS EXERCISE BY FILING WITH THE SECRETARY OF THE COMPANY A DULY
EXECUTED PROXY BEARING A LATER DATE OR AN INSTRUMENT REVOKING THIS PROXY.
