SCHEDULE 14-A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss.240.14a-11(c) or ss.240.14a-12
Alamogordo Financial Corporation
-------------------------------------------------
(Name of Registrant as Specified In Its Charter)
Alan Schick, Esq.
--------------------------------------------------------
(Name of Person(s) Filling Proxy Statement)
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:
.......................................................................
4) Proposed maximum aggregate value of transaction:
.......................................................................
5) Total fee paid:
.......................................................................
[ ] Fee previously paid:
[ ] 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>
ALAMOGORDO FINANCIAL CORPORATION
500 10th Street
Alamogordo, New Mexico 88310
(505) 437-9334
October 16, 2000
Dear Stockholder:
We are pleased to invite you to attend our first annual meeting which will be
the 2000 Annual Meeting of Stockholders of Alamogordo Financial Corporation (the
"Company"). The Annual Meeting will be held at 500 Tenth Street, Alamogordo, New
Mexico at 11:00 a.m. (local time) on November 15, 2000.
The enclosed Notice of Annual Meeting and Proxy Statement describe the formal
business to be transacted. During the meeting we will also report on the
operations of the Company and Alamogordo Federal Savings and Loan Association
(the "Association"), the wholly-owned subsidiary of the Company. Directors and
officers of the Company and Association will be present to respond to any
questions that stockholders may have. Also enclosed for your review is our
Annual Report to Stockholders, which contains detailed information concerning
the activities and operating performance of the Company.
The business to be conducted at the Annual Meeting consists of the election of
one director and the ratification of the appointment of our independent auditors
for the fiscal year ending June 30, 2001. 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 stockholders, and 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.
Sincerely,
/s/ R. Miles Ledgerwood
R. Miles Ledgerwood
President and Chief Executive Officer
<PAGE>
Alamogordo Financial Corporation
500 10th Street
Alamogordo, New Mexico 88310
(505) 437-9334
NOTICE OF
2000 ANNUAL MEETING OF STOCKHOLDERS
To Be Held On November 15, 2000
Notice is hereby given that the Annual Meeting of Stockholders of
Alamogordo Financial Corporation (the "Company") will be held at 500 Tenth
Street, Alamogordo, New Mexico, on November 15, 2000 at 11:00 a.m., local 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. The election of one director;
2. The ratification of The Accounting & Consulting Group, L.L.P., as
independent auditors for the fiscal year ending June 30, 2001; 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. Stockholders of record at the close of business on October 4,
2000, are the stockholders entitled to vote at the Annual Meeting, and any
adjournments thereof. A list of stockholders entitled to vote at the Annual
Meeting will be available at Alamogordo Federal Savings and Loan Association 500
10th Street, Alamogordo, New Mexico 88310 for a period of ten days prior to the
Annual Meeting and will also be available for inspection at the meeting itself.
By Order of the Board of Directors
/s/ Julia A. Eggleston
Julia A. Eggleston
Secretary
Alamogordo, New Mexico
October 16, 2000
--------------------------------------------------------------------------------
IMPORTANT: THE PROMPT RETURN OF PROXIES WILL SAVE THE COMPANY THE EXPENSE OF
FURTHER REQUESTS FOR PROXIES TO ENSURE A QUORUM AT THE ANNUAL MEETING. A
SELF-ADDRESSED ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE. NO POSTAGE IS REQUIRED
IF MAILED WITHIN THE UNITED STATES.
--------------------------------------------------------------------------------
<PAGE>
Alamogordo Financial Corporation
500 10th Street
Alamogordo, New Mexico 88310
(505) 437-9334
-------------------------------------
PROXY STATEMENT
-------------------------------------
ANNUAL MEETING OF STOCKHOLDERS
November 15, 2000
-------------------------------------
SOLICITATION AND VOTING OF PROXIES
This Proxy Statement is furnished in connection with the solicitation of
proxies on behalf of the Board of Directors of Alamogordo Financial Corporation
(the "Company") to be used at the Annual Meeting of Stockholders of the Company
(the "Annual Meeting"), which will be held at 500 Tenth Street, Alamogordo, New
Mexico, on November 15, 2000, at 11:00 a.m., local time, and at all adjournments
of the Annual Meeting. The accompanying Notice of Annual Meeting of Stockholders
and this Proxy Statement are first being mailed to stockholders on or about
October 16, 2000.
Regardless of the number of shares of Common Stock owned, it is important
that stockholders be represented by proxy or be present in person at the Annual
Meeting. Stockholders are requested to vote by completing the enclosed Proxy
Card and returning it, signed and dated, in the enclosed postage-paid envelope.
Stockholders are urged to indicate the way they wish to vote in the spaces
provided on the proxy card. Proxies solicited by the Board of Directors of the
Company will be voted in accordance with the directions given therein. Where no
instructions are indicated, signed proxies will be voted FOR the election of the
nominee for director named in this Proxy Statement, and FOR the ratification of
The Accounting & Consulting Group, L.L.P. as independent auditors for the fiscal
year ending June 30, 2001.
The Board of Directors knows of no additional matters that will be
presented for consideration at the Annual Meeting. Execution of a proxy,
however, confers on the designated proxyholders discretionary authority to vote
the shares in accordance with their best judgement on such other business, if
any, that may properly come before the Annual Meeting or any adjournments
thereof.
Stockholders 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, proxies will be voted "FOR" the proposals set
forth in this Proxy Statement for consideration at the Annual Meeting.
Proxies may be revoked at any time prior to exercise by sending written
notice of revocation to the Secretary of the Company, Julia A. Eggleston, at the
address of the Company shown above, or by delivering to the Company a duly
executed proxy bearing a later date. The presence at the Annual Meeting of any
stockholder who had given a proxy shall not revoke such proxy unless the
stockholder 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.
The cost of solicitation of proxies in the form enclosed herewith will be
borne by the Company. Proxies may also be solicited personally or by mail and
telephone by the Company's Directors, officers and regular employees, without
additional compensation therefor. The Company will also request persons, firms
and corporations holding shares
<PAGE>
in their names, or in the name of their nominees, which are beneficially owned
by others, to send proxy material tan obtain proxies from such beneficial
owners, and will reimburse such holders for their reasonable expenses in doing
so.
VOTING SECURITIES
Holders of record of the Company's common stock, par value $.01 per share
(the "Common Stock") as of the close of business on October 4, 2000 (the "Record
Date") are entitled to one vote for each share then held, except as described
below. As of the Record Date, the Company had 1,275,000 shares of Common Stock
issued and outstanding (excluding treasury shares), of this amount 918,000
shares are held be AF Mutual Holding Company, our majority owned parent and
357,000 shares are held by the public. The presence, in person or by proxy, of
at least a mo the total number of shares of Common Stock outstanding and
entitled to vote is necessary to constitute a quorum at this Annual Meeting. In
the event there are not sufficient votes for a quorum, or to approve or ratify
any matter being presented, at the time of this Annual Meeting, the Annual
Meeting may be adjourned in order to permit the further solicitation of proxies.
VOTING PROCEDURES AND METHOD OF COUNTING VOTES
As to the election of Directors, the proxy card being provided by the Board
of Directors enables a stockholder to vote FOR the election of the nominee
proposed by the Board, or to WITHHOLD AUTHORITY to vote for the nominee being
proposed. Directors are elected by a plurality of votes cast, without regard to
either broker non-vo or proxies as to which authority to vote for the nominees
being proposed is withheld.
As to the ratification of the appointment of independent auditors, the
proxy card being provided by the Board of Directors enables a stockholder to
check the appropriate box on the proxy card to (i) vote "FOR", (ii) vote
"AGAINST", or (iii) vote to "ABSTAIN" from voting on, such matter. An
affirmative vote of the holders of a majority of the Common Stock present at the
Annual Meeting, in person or by proxy, and entitled to vote is required to
constitute ratification by the stockholders. Shares as to which the "ABSTAIN"
box has been selected on the proxy card will be counted as shares present and
entitled to vote and will have the effect of a vote against the matter for which
the "ABSTAIN" box has been selected. In contrast, broker non-votes will not be
counted as shares present and entitled to vote and will have no effect on the
vote on the matter presented.
Proxies solicited hereby will be returned to the Company, and will be
tabulated by an inspector of election designated by the Board.
2
<PAGE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
Persons and groups who beneficially own in excess of 5% of the Common Stock
are required to file certain reports with the Company and with the Securities
and Exchange Commission (the "SEC") regarding such ownership pursuant to the
Securities Exchange Act of 1934 (the "Exchange Act"). The following table sets
forth information regarding each person known to be beneficial owner of more
than 5% of the Company's outstanding shares of Common Stock and all executive
officers and directors as a group on the Record Date.
<TABLE>
<CAPTION>
Amount of Shares
Owned and Nature Percent of Shares
Name and Address of of Beneficial of Common Stock
Beneficial Owner Ownership Outstanding
--------------------------- --------------------- --------------------
<S> <C> <C>
AF Mutual Holding Company 918,000 72%
500 10th Street
Alamogordo, New Mexico 88310
All executive officers and directors 46,779 3.67%
as a group (9 persons).
</TABLE>
PROPOSAL 1--ELECTION OF DIRECTORS
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. A director will be elected at the Annual Meeting to serve for a
three-year period and until a successor has been elected and qualified. The
Board of Directors has nominated Jimmie D. Randall to serve as director. The
nominee currently serves as a member 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 will be voted at the Annual Meeting for the election of the nominee
identified below (unless otherwise directed on the proxy card). 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 the nominee might be unable
to serve, if elected. The table also includes certain information regarding our
executive officers.
3
<PAGE>
<TABLE>
<CAPTION>
Term to Shares of
Expire following Common Stock
Positions Fiscal Year Beneficially
Held in the Director Ending Owned on Percent
Name Age(1) Company Since June 30 Record Date Of Class
----------------- --------- ----------------- ----------- ----------- ------------ --------
NOMINEES
<S> <C> <C> <C> <C> <C> <C>
Jimmie D. Randall 62 Director 2000 2000 1,000 *%
DIRECTORS CONTINUING IN OFFICE
Robert W. Hamilton 81 Chairman 1997 2002 15,000 1.2%
S. Thomas Overstreet 63 Vice Chairman 1997 2001 15,000 1.2%
Earl E. Wallin 72 Director 1997 2002 2,500 *%
R. Miles Ledgerwood 45 Director, President and 1997 2001 5,000 *%
Chief Executive Officer
EXECUTIVE OFFICERS WHO ARE NOT DIRECTORS
Norma J. Clute 36 Vice President and Treasurer 2,225 *%
Howard M. Smith 53 Vice President-Lending Operations 1,353 *%
Julia A. Eggleston 48 Sr. Vice President, Chief Operating Officer 4,156 *%
and Secretary
Kemmie D. Jeter 46 Vice President-Head of Teller Operations 545 *%
</TABLE>
-----------------------
(1) as of June 30, 2000.
* less than 1%.
Directors
The principal occupation during the past five years of each director and
executive officer of the Company is set forth below. All directors have held
their present positions for five years unless otherwise stated.
Robert W. Hamilton. Mr. Hamilton has served as a director of Alamogordo
Federal since 1958. Mr. Hamilton is a retired funeral director.
S. Thomas Overstreet. Mr. Overstreet has served as a director of Alamogordo
Federal since 1976. Mr. Overstreet is an attorney in the law firm of S. Thomas
Overstreet and Associates, P.C.
Jimmie D. Randall. Mr. Randall has served as a director of Alamogordo
Federal since 2000. Mr. Randall is a retired car dealer.
Earl E. Wallin. Mr. Wallin has served as a director of Alamogordo Federal
since 1982. Mr. Wallin was formerly employed by Alamogordo Federal as its
President and Chief Executive Officer until his retirement December 31, 1991.
R. Miles Ledgerwood. Mr. Ledgerwood has been employed by Alamogordo Federal
since 1983 and has served as its President and Chief Executive Officer and as a
director since 1992.
Executive Officers who are not Directors
Norma J. Clute. Ms. Clute has been employed by Alamogordo Federal since
1991 and has served as our Vice President and Treasurer since 1993.
4
<PAGE>
Howard M. Smith. Mr. Smith has been employed by Alamogordo Federal since
1995 and has served as our Vice President since that date.
Julia A. Eggleston. Ms. Eggleston has been employed by Alamogordo Federal
since 1983 and has served as Senior Vice President, Chief Operating Officer and
Secretary since 1993.
Kemmie D. Jeter. Ms. Jeter has been employed by Alamogordo Federal since
1972 and has served as Vice President and head of teller operations since 1998.
Meetings of the Board of Directors and Its Committees
The Company's Board of Directors meets on a quarterly basis and may hold
additional special meetings. During the fiscal year ended June 30, 2000, our
board of directors held four regular meetings and six special meetings, and no
director attended fewer than 75% of such meetings. The Company's Board does not
currently maintain a standing nominating or compensation committee.
The Company's audit committee consists of Messrs. Overstreet, (Chairman)
and Hamilton, all of whom are nonemployee directors. Mr. Overstreet is jointly
certified as an attorney and certified public accountant. He hhel these
designations for the past 25 years. The audit committee has reviewed and
discussed the audited financial statements with management, and has discussed
with its independent auditors the matters required to be discussed under SAS 61.
The audit committee has received written disclosures and a letter from its
accountants relating to their independence and has discussed with its auditors
this correspondence. Based on the foregoing, the audit committee recommended to
the Board of Directors that the Company's audited financial statements be
included in its Annual Report on Form 10-KSB for the year ended June 30, 2000.
The Committee met six times during the fiscal year ended June 30, 2000.
Director Compensation
During the fiscal year ended June 30, 2000, the Company did not separately
pay directors fees.
Executive Compensation
Summary Compensation Table. The following table provides information about
the compensation paid for 2000 to our Chief Executive Officer. No other
officer's total annual salary and bonus for 2000 totaled $100,000 or more.
<TABLE>
<CAPTION>
Summary Compensation Table
Long-Term Compensation
Annual Compensation(1) Awards
Other
Annual All Other
Fiscal Compensation Restricted Options/ Compensation
Name and Principal Position Year Salary($) Bonus($) ($)(2) Stock Awards SARs (#) ($)
------------------------------- ------------------- ----------- -------------- ------------------------ ---------------
<S> <C> <C> <C> <C> <C> <C> <C>
Miles Ledgerwood, President, 2000 $120,225 $23,989 $-- -- -- $--
Chief Executive Officer and
Director
=============================== =================== =========== ============== ======================== =============== =
</TABLE>
(footnotes on following page)
5
<PAGE>
(1) The information provided is for the fiscal year ending June 30, 2000. In
accordance with the revised rules oexecutiv officer and director
compensation disclosure adopted by the SEC, Summary Compensation
information is excluded for the calendar years ended June 30, 1999 and
1998, as Alamogordo Federal was not a public company during such periods.
(2) Does not include perquisites and personal benefits, the aggregate amount of
which does not exceed the lesser of $50,000 or 10% of the total salary and
bonus reported.
Benefit Plans
Defined Benefit Pension Plan. The Company maintains the Pentegra Retirement
Fund, which is a qualified, tax-exempt defined benefit plan ("Retirement Plan").
All employees age 21 or older who have worked at the Company for a period of one
year in which they have 1,000 or more hours of service are eligible for
membership in the Plan. Once eligible, an employee receives credit for all years
of employment with the Company for purposes of determining the employee's
benefit service and vested percentage 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 ("ERISA").
The regular form of all retirement benefits (i.e., normal, early or
disability) is payable in monthly installments for the life of the retiree plus
a retirement death benefit. An optional form of benefit may be selected instead
of the normal form of benefits. These optional forms include a higher monthly
installment payable for life and no further benefit upon death, a revised
monthly installment during the member's life with some other benefit payable
upon death and various annuity forms. Benefits payable upon death may be made in
a lump sum, installments over 10 years, or a lifetime annuity.
The normal retirement benefit payable annually ("regular annual retirement
allowance") at or after age 65, is an amount equal to 2% multiplied by years of
benefit service times average compensation based on the average of the three
years providing the highest average. A reduced benefit is payable as early as
age 45, after the member has become vested. A member is fully vested in his
account upon completion of five or more years of employment or upon attaining
normal retirement age. If a member dies in active service, his beneficiary would
be entitled to a lump sum death benefit equal to 100% of the member's last 12
months' salary, plus an additional 10% of the salary for each year of benefit
service until a maximum of 300% of such salary is reached for 20 or more years,
plus refund of the member's own contributions, if any, with interest. If a
member dies after becoming eligible for early retirement his beneficiary would
receive the higher of the active service death benefit or the retirement death
benefit. The retirement death benefit is 12 times the regular annual retirement
allowance less the sum of the allowance payments made before death.
The following table indicates the annual retirement benefit that would be
payable under the Retirement Plan upon retirement at age 65 in calendar year
2000, expressed in the form of a single life annuity for the average salary and
benefit service classifications specified below.
<TABLE>
<CAPTION>
Highest Three-Year
Average Years of Service and Benefit Payable at Retirement
---------------------------------------------------------------------------------
Compensation 15 20 25 30 35 40
------------ -------- -------- -------- -------- --------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
$50,000 $ 15,000 $20,000 $ 25,000 $ 30,000 $ 35,000 $ 40,000
$75,000 $ 22,500 $30,000 $ 37,500 $ 45,000 $ 52,500 $ 60,000
$100,000 $ 30,000 $40,000 $ 50,000 $ 60,000 $ 70,000 $ 80,000
$125,000 $ 37,500 $50,000 $ 62,500 $ 75,000 $ 87,500 $100,000
$160,000 $ 48,000 $64,000 $ 80,000 $ 96,000 $ 112,000 $128,000
</TABLE>
As of June 30, 2000, R. Miles Ledgerwood had 16 years of benefit service
under the Retirement Plan.
401(k) Plan. The Company maintains a tax-qualified 401(k) defined
contribution plan for employees who have attained age 21 and have at least one
year of service. Eligible employees may make pre-tax contributions to the 401(k)
Plan through salary reduction elections, subject to limitations of the Internal
Revenue Code (for 1999, the
6
<PAGE>
annual limit is $10,500). The Company may make a matching contribution to the
401(k) Plan in various amounts on the first six percent (divided into four
tiers) of annual compensation contributed to the 401(k) Plan on a pre-tax basis
by the eligible employee. The Company may also make discretionary contributions
to the 401(k) Plan, which are allocated to eligible employees based on their
relative compensation.
All employee contributions and employer discretionary contributions and
earnings thereon under the 401(k) plan are at all times fully 100% vested.
Employer matching contributions vest in a participant at the rate of 20% per
year after completing two years of service so that the participant is 100%
vested after six years of service. The 401(k) Plan permits employees to withdraw
salary reduction contributions prior to termination in the event the employee
suffers a financial hardship. In addition, the 401(k) Plan permits employees
that are fully vested in their accounts to withdraw the Company's discretionary
contributions prior to termination of employment.
Plan benefits will be paid to each participant in a lump sum, in
installments over a fixed period or part lump sum and part installments, upon
termination, disability or death. The 401(k) Plan permits employees to direct
the investment of their own accounts into various investment options.
At June 30, 2000, the market value of the 401(k) Plan equaled approximately
$439,462. The Company's matching contribution to the 401(k) Plan for the Plan
year ended December 31, 1999, was approximately $17,152.
Employee Stock Ownership Plan. This plan is a tax-qualified plan that
covers substantially all employees who have at least one year of service and
have attained age 21. The Company purchased 8% of the shares issued to investors
other than AF Mutual Holding Company or 28,560 shares.
Although contributions to this plan will be discretionary, the Company
intends to contribute enough money each year to make the required principal and
interest payments on the loan from the Company. It is expected that this loan
will be for a term of ten years and will call for level annual payments of
principal. The plan pledged the shares it purchases as collateral for the loan
and hold them in a suspense account.
The plan will not distribute the pledged shares right away. Instead, it
will release a portion of the pledged shares annually. The plan will allocate
the shares released each year among the accounts of participants in proportion
to their salary for the year. For example, if a participant's salary for a year
represents 1% of the total salaries of all participants for the year, subject to
tax limitations, the plan would allocate to that participant 1% of the srelease
for the year. Participants direct the voting of shares allocated to their
accounts. Shares in the suspense awil usually be voted in a way that mirrors the
votes which participants cast for shares in their individual accounts.
This plan may purchase additional shares in the future, and may do so using
borrowed funds, cash dividends, periodic employer contributions or other cash
flow. A contribution of $31,502 was made for the year ended June 30, 2000.
The Employee Stock Ownership Plan provides additional and accelerated
benefits if we experience a change of control. A second step conversion will not
trigger additional benefits or accelerate benefits under any of the plans or
agreements.
Certain Transactions with Directors and Executive Officers
Federal regulations require that all loans or extensions of credit to
executive officers and directors must generally be made on substantially the
same terms, including interest rates and collateral, as those prevailing at the
time for comparable transactions with other persons, unless the loan or
extension of credit is made under a benefit program generally available to all
other employees and does not give preference to any insider over any other
employee, amus not involve more than the normal risk of repayment or present
other unfavorable features. We currently do not make new loans or extensions of
credit to our executive officers, directors and employees at different rates or
terms than those
7
<PAGE>
offered to the general public. All loans to our directors, officers and
employees have been made on substantially the same terms, including interest
rates and collateral, as those prevailing at the time for comparable
transactions, and do not involve more than minimal risk of collectibility.
S. Thomas Overstreet, who serves as a director of the Company and
Alamogordo Federal, is a partner of the law firm of S. Thomas Overstreet and
Associates, P.C., which represents Alamogordo Federal in mortgage loan
transactions. For the fiscal year ended June 30, 2000, Alamogordo Federal paid
legal fees to S. Thomas Overstreet and Associates, P.C. totaling $35,474. The
terms and conditions of these fees and services are substantially the same as
those for similar transactions with other parties.
PROPOSAL 2--RATIFICATION OF THE APPOINTMENT OF INDEPENDENT AUDITORS
The Company's independent auditors for the fiscal year ended June 30, 2000,
were The Accounting & Consulting Group, L.L.P. The Company's Board of Directors
has reappointed The Accounting & Consulting Group, L.L.P., to continue as
independent auditors of the Company for the fiscal year ending June 30, 2001,
subject to ratification of such appointment by the stockholders. It is expected
that a representative of The Accounting & Consulting Group, L.L.P., will attend
the Annual Meeting and will be given the opportunity to make a statement if they
desire to do so and will be available to respond to appropriate questions from
shareholders present at the Annual Meeting.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE RATIFICATION OF THE
APPOINTMENT OF THE ACCOUNTING & CONSULTING GROUP, L.L.P. AS THE INDEPENDENT
AUDITORS OF THE COMPANY FOR THE FISCAL YEAR ENDING JUNE 30, 2001.
STOCKHOLDER PROPOSALS
In order to be eligible for inclusion in the Company's proxy materials for
next year's Annual Meeting of Stockholders, any stockholder proposal to take
action at such meeting must be received at the Company's executive office, 500
10th Street, Alamogordo, New Mexico 88310, no later than June 18, 2001. Any such
proposals shall be subject to the requirements of the proxy rules adopted under
the Exchange Act.
8
<PAGE>
ADVANCE NOTICE OF BUSINESS TO BE CONDUCTED
AT AN ANNUAL MEETING
The Bylaws of the Company provide an advance notice procedure for certain
business, or nominations to the Board of Directors, to be brought before an
annual meeting. In order for a stockholder to properly bring business before an
annual meeting, or to propose a nominee to the Board, the stockholder must give
written notice to the Secretary of the Company not less than ninety (90) days
before the date fixed for such meeting; provided, however, that in the event
that less than one hundred (100) days notice or prior public disclosure of the
date of the meeting is given or made, notice by the stockholder to be timely
must be received not later than the close of business on the tenth day following
the day on which such notice of the date of the annual meeting was mailed or
such public disclosure was made. The notice must include the stockholder's name,
record address, and number of shares owned by the stockholder, describe briefly
the proposed business, the reasons for bringing the business before the annual
meeting, and any material interest of the stockholder in the proposed business.
In the case of nominations to the Board, certain information regarding the
nominee must be provided. Nothing in this paragraph shall be deemed to require
the Company to include in its proxy statement and proxy relating to an annual
meeting any stockholder proposal which does not meet all of the requirements for
inclusion established by the SEC in effect at the time such proposal is
received.
The date on which the 2001 Annual Meeting of Stockholders is expected to be
held is November 21, 2 Accordingly, advance written notice of business or
nominations to the Board of Directors to be brought before the 2001 Annual
Meeting of Stockholders must be given to the Company no later than August 22,
2001.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Julia A. Eggleston
Julia A. Eggleston
Secretary
Alamogordo, New Mexico
October 16, 2000
9
<PAGE>
REVOCABLE PROXY
ALAMOGORDO FINANCIAL CORPORATION
ANNUAL MEETING OF STOCKHOLDERS
NOVEMBER 15, 2000
The undersigned hereby appoint Robert W. Hamilton to act as attorney and
proxy for the undersigned to vote all shares of Common Stock of the Company
which the undersigned is entitled to vote at the 2Annual Meeting of Stockholders
("Meeting") to be held at 500 Tenth Street, Alamogordo, New Mexico, on November
15, 2000, at 11:00 a.m (local time). The official proxy committee is authorized
to cast all votes to which the undersigned is entitled as follows:
VOTE
FOR WITHHELD
--- --------
1. The election as director of the nominee listed below:
|_| |_|
Jimmie D. Randall
FOR AGAINST ABSTAIN
--- ------- -------
2. The ratification of the appointment of The Accounting &
Counsulting Group, L.L.P. as auditors for the fiscal
year ending June 30, 2001. |_| |_| |_|
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 MEETING, THIS PROXY WILL BE VOTED BY THE PROXY
COMMITTEE AS DIRECTED. AT THE PRESENT TIME, THE BOARD OF DIRECTORS KNOWS OF NO
OTHER BUSINESS TO BE PRESENTED AT THE MEETING. SHOULD THE NAMED PERSON BE UNABLE
TO SERVE A PROXY THE BOARD OF DIRECTORS MAY NAME A SUBSTITUTE PERSON AS PROXY.
--------------------------------------------------------------------------------
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
<PAGE>
Should the undersigned be present and elect to vote at the Meeting or at any
adjournment thereof and after notification to the Secretary of the Company at
the Meeting of the stockholder's decision to terminate this proxy, then the
power of said attorney and proxy 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 Stockholders, or by the filing of a later proxy prior to a vote being
taken on a particular proposal at the Meeting.
The undersigned acknowledges receipt from the Company prior to the execution of
this proxy of notice of the Meeting, a proxy statement dated October 16,
2000,and audited financial statements.
Dated: _________________, 2000 --- Check Box if You Plan
--- to Attend Meeting
------------------------------- -----------------------------------
PRINT NAME OF STOCKHOLDER PRINT NAME OF STOCKHOLDER
------------------------------- -----------------------------------
SIGNATURE OF STOCKHOLDER SIGNATURE OF STOCKHOLDER
Please sign exactly as your name appears on this card. When signing as attorney,
executor, administrator, tor guardian, please give your full title. If shares
are held jointly, each holder should sign.
--------------------------------------------------------------------------------
Please complete and date this proxy and return it promptly
in the enclosed postage-prepaid envelope.
--------------------------------------------------------------------------------
