EXHIBIT 99.4
<PAGE>
FLORIDAFIRST BANCORP
LAKELAND, FLORIDA
Dear Stockholder:
You are invited to attend a Special Meeting of stockholders of
FloridaFirst Bancorp, Lakeland, Florida (the "Middle Tier Holding Company") on
__________ ___, 2000 at _____, Eastern time, at our office located at 205 East
Orange Street, Lakeland, Florida (the "Special Meeting"). Only our stockholders
of record as of __________ ___, 2000 will be entitled to vote at the Special
Meeting.
At the Special Meeting, you will be asked to approve a Plan of
Conversion and Reorganization (the "Plan") that will allow us to convert to a
full stock holding company. In connection with the Plan, the proposed new
holding company, FloridaFirst Bancorp, Inc., will issue shares of common stock
to our stockholders of record in exchange for their shares of the Middle Tier
Holding Company and will also sell the percentage of the Middle Tier Holding
Company currently owned by the Mutual Holding Company to certain FloridaFirst
Bank's depositors and borrowers. Any remaining shares may be offered to the
public, with a preference to our existing stockholders. Your percentage of
ownership in FloridaFirst Bancorp, Inc. will be equal to your current percentage
ownership in the Middle Tier Holding Company.
It is very important for your shares to be represented at the Special
Meeting, regardless of whether you plan to attend in person. One of the
conditions to approve the Plan as required by the Office of Thrift Supervision,
is the affirmative vote of at least two-thirds of the total votes eligible to be
cast by all our stockholders present in person or by proxy (including those
shares held by FloridaFirst Bancorp MHC) and the affirmative vote of the
majority of the votes cast by our stockholders present in person or by proxy
(other than those held by FloridaFirst Bancorp MHC). Consequently, a failure to
vote will have the same effect as a vote against the Plan. Accordingly, it is
important that you take the time to consider and vote upon these matters.
YOUR VOTE IS IMPORTANT. WE URGE YOU TO EXECUTE, DATE AND RETURN THE
ENCLOSED PROXY CARD IN THE ENCLOSED POSTAGE-PAID ENVELOPE AS SOON AS POSSIBLE TO
ENSURE THAT YOUR SHARES WILL BE VOTED AT THE SPECIAL MEETING.
The enclosed proxy materials and Prospectus for the stock of
FloridaFirst Bancorp, Inc. contain a more detailed analysis of the Plan. For the
reasons set forth in the Proxy Statement and the Prospectus, the Board of
Directors unanimously recommends a vote FOR the Plan. If you are planning to
attend the Special Meeting, please let us know by marking the appropriate box on
the proxy card. Thank you for taking the time to consider this matter.
Sincerely,
Gregory C. Wilkes
President and Chief Executive Officer
<PAGE>
FLORIDAFIRST BANCORP
205 East Orange Street
Lakeland, Florida 33801-4611
(863) 688-6811
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NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
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Notice is hereby given that a Special Meeting of Stockholders (the
"Special Meeting") of FloridaFirst Bancorp (the "Middle Tier Holding Company")
will be held at the office of the Middle Tier Holding Company, located at 205
East Orange Street, Lakeland, Florida on _________ at _______, Florida time.
Business to be taken up at said special meeting shall be to consider and vote
upon:
(1) A Plan of Conversion and Reorganization (the "Plan") and
transactions incident to the Plan, pursuant to which (i) FloridaFirst Bank (the
"Bank") will establish FloridaFirst Bancorp, Inc. (the "Holding Company") as a
Florida chartered corporation subsidiary; (ii) the FloridaFirst Bancorp MHC
(the"Mutual Holding Company") will convert into an interim federal stock savings
bank ("Interim Bank No. 1"); (iii) the Middle Tier Holding Company will adopt an
interim federal stock savings bank charter ("Interim Bank No. 2"); (iv) Interim
Bank No. 2 will merge into the Bank ("Merger No. 1") with the Bank as the
surviving entity; (v) immediately following Merger No. 1, Interim Bank No. 1,
formerly the Mutual Holding Company, will merge with and into the Bank ("Merger
No. 2") with the Bank as the surviving entity; (vi) the shares of Middle Tier
Holding Company common stock previously held by the Mutual Holding Company will
be canceled, and eligible members of the Mutual Holding Company as of certain
specified dates will be granted interests in a liquidation account established
by the Bank; (vii) the Holding Company will form an interim federal stock
savings bank as a subsidiary ("Interim Bank No. 3"); (viii) immediately
following Merger No. 2, Interim Bank No. 3 will merge with and into the Bank
("Merger No. 3"); (ix) as a result of Merger No. 3, Bank stock deemed held by
Public Stockholders (stockholders other than the Mutual Holding Company) will be
converted into Holding Company common stock based upon the exchange ratio that
is designed to ensure that Public Stockholders will own approximately the same
percentage of Holding Company common stock as the percentage of Middle Tier
Holding Company stock owned by them prior to the Conversion; and (x)
contemporaneously, the Holding Company will offer for sale shares of common
stock in a subscription offering; and
(2) Any other matters that may lawfully come before the Special
Meeting. As of the date of mailing of this Notice, the Board of Directors is not
aware of any other matters that may come before the Special Meeting.
Stockholders of the Middle Tier Holding Company, at the close of
business on __________, 2000 are entitled to notice of and to vote at the
Special Meeting.
By Order Of The Board of Directors
Sonja T. Hughey
Secretary
Lakeland, Florida
______________, 2000
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YOUR VOTE IS VERY IMPORTANT. THE ENCLOSED PROSPECTUS PROVIDES A MORE
DETAILED DESCRIPTION OF THE PROPOSED TRANSACTION AND IS INCORPORATED BY
REFERENCE HERETO. IF YOU HAVE ANY QUESTIONS, PLEASE CALL OUR CONVERSION CENTER
AT _____________.
YOUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE FOR APPROVAL
OF THE PLAN BY COMPLETING THE ENCLOSED PROXY CARD AND PROMPTLY RETURNING IT IN
THE ENCLOSED POSTAGE-PAID ENVELOPE AS SOON AS POSSIBLE. YOUR VOTE IS VERY
IMPORTANT. ANY PROXY GIVEN BY A STOCKHOLDER MAY BE REVOKED BY FILING WITH THE
SECRETARY OF THE MIDDLE TIER HOLDING COMPANY A WRITTEN REVOCATION OR A DULY
EXECUTED PROXY BEARING A LATER DATE. ANY STOCKHOLDER PRESENT AT THE MEETING MAY
REVOKE HIS BROKER PROXY AND VOTE IN PERSON ON EACH MATTER BROUGHT BEFORE THE
SPECIAL MEETING.
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<PAGE>
FLORIDAFIRST BANCORP
205 East Orange Street
Lakeland, Florida
33801-4611 (863) 688-6811
PROXY STATEMENT
_____________ __, 2000
YOUR PROXY, IN THE FORM ENCLOSED, IS SOLICITED BY THE BOARD OF
DIRECTORS OF THE MIDDLE TIER HOLDING COMPANY, FOR USE AT THE SPECIAL MEETING OF
STOCKHOLDERS TO BE HELD ON _______________, 2000, AND AT ANY ADJOURNMENT OF THAT
MEETING, FOR THE PURPOSES SET FORTH IN THE FOREGOING NOTICE OF SPECIAL MEETING.
VOTING IN FAVOR OF THE PLAN WILL NOT OBLIGATE ANY PERSON TO PURCHASE
CONVERSION STOCK. SHARES OF CONVERSION STOCK ARE BEING OFFERED ONLY BY THE
PROSPECTUS.
THIS PROXY STATEMENT IS A SUMMARY OF INFORMATION ABOUT THE MUTUAL
HOLDING COMPANY, THE MIDDLE TIER HOLDING COMPANY, THE BANK AND THE HOLDING
COMPANY AND THE PROPOSED CONVERSION AND REORGANIZATION. A MORE DETAILED
DESCRIPTION OF THE "PRIMARY PARTIES AND THE CONVERSION AND REORGANIZATION IS
INCLUDED IN THE PROSPECTUS WHICH IS INCORPORATED BY REFERENCE HEREIN.
VOTING RIGHTS AND VOTE REQUIRED FOR APPROVAL
Only stockholders of record at the close of business on _____________,
2000 (the "Voting Record Date") are entitled to notice of and to vote at the
Special Meeting. Pursuant to Office of Thrift Supervision ("OTS") regulations,
consummation of the Conversion and Reorganization are conditioned upon the
approval of the Plan by the OTS, as well as (1) the approval of at least
two-thirds of the total number of votes eligible to be cast by the stockholders
of the Middle Tier Holding Company, and a majority of the votes cast at the
Special Meeting by the stockholders of the Middle Tier Holding Company other
than the Mutual Holding Company (the "Public Stockholders"), as of the close of
business on the Voting Record Date, and (2) the approval of at least majority of
the votes entitled to be cast by the members of the Mutual Holding Company as of
the voting record date for the special meeting of members called for the purpose
of considering the Plan. The Mutual Holding Company intends to vote its shares
of the Middle Tier Holding Company Common Stock, which amount to 57% of the
outstanding shares, in favor of the Plan at the Special Meeting.
This Proxy Statement, including the enclosed Prospectus dated
________________, 2000, which is incorporated by reference, and related
materials are first being mailed to stockholders of the Middle Tier Holding
Company on or about ___________, 2000.
THE BOARD OF DIRECTORS OF THE MIDDLE TIER HOLDING COMPANY URGES YOU TO
VOTE FOR THE PLAN AND TO SIGN, DATE AND RETURN THE ENCLOSED PROXY CARD IN THE
ENCLOSED POSTAGE-PAID ENVELOPE AS SOON AS POSSIBLE, EVEN IF YOU DO NOT INTEND TO
PURCHASE COMMON STOCK. THIS WILL ENSURE THAT YOUR VOTE WILL BE COUNTED.
<PAGE>
THE OTS HAS APPROVED THE PLAN SUBJECT TO THE APPROVAL OF THE
STOCKHOLDERS OF THE MIDDLE TIER HOLDING COMPANY AND THE SATISFACTION OF CERTAIN
OTHER CONDITIONS. HOWEVER, SUCH APPROVAL DOES NOT CONSTITUTE A RECOMMENDATION OR
ENDORSEMENT OF THE PLAN BY THE OTS.
PROXIES
The Board of Directors of the Middle Tier Holding Company is soliciting
the proxy which accompanies this Proxy Statement for use at the Special Meeting.
Stockholders may vote at the Special Meeting or any adjournment thereof in
person or by proxy. All properly executed proxies received by the Board of
Directors of the Middle Tier Holding Company will be voted in accordance with
the instructions indicated thereon by the stockholders giving such proxies. If
no contrary instructions are given, such proxies will be voted in favor of the
Plan as described herein. If any other matters are properly presented before the
Special Meeting and may properly be voted upon, the proxies solicited hereby
will be voted on such matters in accordance with the best judgment of the proxy
holders named therein. Any member giving a proxy will have the right to revoke
his proxy at any time before it is voted by delivering written notice or a duly
executed proxy bearing a later date to the Secretary of the Middle Tier Holding
Company, provided that such notice or proxy is received by the Secretary prior
to the Special Meeting or any adjournment thereof, or by attending the Special
Meeting and voting in person. If there are not sufficient votes for approval of
the Plan at the time of the Special Meeting, the Special Meeting may be
adjourned to permit further solicitation of proxies.
Proxies may be solicited by officers, directors or other employees of
the Mutual Holding Company in person, by telephone or through other forms of
communication. Such persons will be reimbursed by the Mutual Holding Company for
their expenses incurred in connection with such solicitation. Sandler O'Neill &
Partners, L.P. ("Sandler") will assist in the solicitation of proxies. Sandler
will receive a $32,000 management fee plus out-of- pocket expenses (up to
$25,000) for its management and proxy solicitation services in connection with
the Conversion and Reorganization.
The proxies solicited hereby will be used only at the Special Meeting
and at any adjournment thereof; they will not be used at any other meeting.
The approval of the Plan will require the affirmative vote of at least
two-thirds of the total votes eligible to be cast by all stockholders of the
Middle Tier Holding Company, including the Mutual Holding Company, and the
affirmative vote of at least a majority of the total votes cast by the Public
Stockholders.
As of __________ ____, 2000, the Mutual Holding Company held _______
shares or ____% of the outstanding shares of Mid-Tier Holding Company Common
Stock, and management believes that all such shares will be voted to approve the
Plan.
VOTING SECURITIES AND BENEFICIAL OWNERSHIP THEREOF
On the Voting Record Date, there were ____________ shares of the Middle
Tier Holding Company Common Stock outstanding, and the Middle Tier Holding
Company had no other class of equity securities outstanding. Each share of the
Middle Tier Holding Company Common Stock outstanding on the Voting Record Date
is entitled to one vote at the Special Meeting on all matters properly presented
at the Special Meeting.
2
<PAGE>
As provided in the Charter of the Middle Tier Holding Company, for a
period of five years from the effective date of the Charter, no person, except
for the Mutual Holding Company, is permitted to beneficially own in excess of
10% of the outstanding shares of Common Stock (the "Limit") of the Middle Tier
Holding Company, and any shares of Common Stock acquired in violation of this
Limit, are not entitled to any vote. A person or entity is deemed to
beneficially own shares owned by an affiliate of, as well as persons acting in
concert with, such person or entity.
A majority of the outstanding shares of Middle Tier Holding Company
Common Stock entitled to vote, represented in person or by proxy, shall
constitute a quorum at the Special Meeting. Shares as to which the "ABSTAIN" box
has been marked on the proxy and any shares held by brokers in street name for
customers which are not voted in the absence of instructions from the customers
("broker non-votes") will not be counted as present for determining if a quorum
is present. Because the Plan must be approved by the vote of at least two-thirds
of the outstanding Middle Tier Holding Company Common Stock (including those
shares held by the Mutual Holding Company) and the affirmative vote of the
majority of the votes cast by the Public Shareholders, abstentions and broker
non-votes will have the same effect as a vote against such proposal.
Beneficial Ownership of Stock
The following table includes, as of the Voting Record Date, information
as to the Middle Tier Holding Company common stock beneficially owned by persons
or groups who own more than 5% of the Middle Tier Holding Company, and by all
directors and executive officers as a group. Other than the Mutual Holding
Company, management knows of no person or group that owns more than 5% of the
outstanding shares of common stock at the Voting Record Date.
<TABLE>
<CAPTION>
Name and Address Amount of Shares Owned and Percent of Shares of
of Beneficial Owners Nature of Beneficial Ownership Common Stock Outstanding
-------------------- ------------------------------ ------------------------
<S> <C> <C>
FloridaFirst Bancorp MHC 3,049,024 57.0%
205 East Orange Street
Lakeland, Florida 33801-4611
</TABLE>
INCORPORATION OF INFORMATION BY REFERENCE
The Prospectus of the Holding Company which accompanies this Proxy
Statement is incorporated herein by reference in its entirety. The Mutual
Holding Company urges you to carefully read the Prospectus prior to voting on
the proposal to be presented at the Special Meeting. The Prospectus sets forth a
description of the Conversion and Reorganization and the related offering of
Company Common Stock under the section "The Conversion and Reorganization." Such
section also describes the effects of the Conversion and Reorganization on the
stockholders of the Middle Tier Holding Company, including the tax consequences
thereof.
Information regarding the Primary Parties is set forth in the
Prospectus under the captions "Summary -- The Companies. -- FloridaFirst
Bancorp, Inc., FloridaFirst Bancorp MHC, FloridaFirst Bancorp and FloridaFirst
Bank" as well as under "Business of FloridaFirst Bancorp, Inc." and "Business of
FloridaFirst Bank." The Prospectus also describes the business and financial
condition of the Middle Tier Holding Company and the Bank under the captions
"Recent Developments" and "Management's Discussion and Analysis of Financial
Condition and Results of Operations." The Capital Stock of the Company is
described in the Prospectus in "Description of Capital Stock." In addition, the
historical, consolidated financial statements of the Middle Tier Holding Company
are included in
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<PAGE>
the Prospectus. Information regarding the use of proceeds from the sale of
Company Common Stock in connection with the Conversion and Reorganization, the
historical capitalization and the pro forma capitalization, other pro forma
data, as well as information pertaining to regulation, employees and legal
proceedings are set forth in the Prospectus under the captions "Use of
Proceeds," "Capitalization," "Pro Forma Data," "Historical and Pro Forma Capital
Compliance," "Regulation," "Business of FloridaFirst Bank - Personnel" and "-
Legal Proceedings," respectively. The Pro Forma Data shows the effects of the
Conversion and Reorganization on the Middle Tier Holding Company's total
stockholders' equity and net income, on both an aggregate and per share basis,
based upon the assumptions set forth therein. The consents of certain experts
are discussed in the Prospectus in "Legal and Tax Opinions" and "Experts."
The Prospectus also sets forth a description of the current management
of the Mutual Holding Company, the Middle Tier Holding Company, the Bank, as
well as the management of the Holding Company after the Conversion and
Reorganization, including current compensation and benefits as well as proposed
future stock benefit plans. See "Management of FloridaFirst Bancorp, Inc." and
"Management of FloridaFirst Bank" in the Prospectus.
PROPOSAL TO APPROVE PLAN OF CONVERSION AND REORGANIZATION
The Boards of Directors of the Mutual Holding Company, the Middle Tier
Holding Company, the Holding Company and the Bank have approved the Plan, as has
the OTS, subject to approval by the members of the Mutual Holding Company and
the stockholders of the Middle Tier Holding Company entitled to vote on the
matter, and subject to the satisfaction of certain other conditions. Such OTS
approval, however, does not constitute a recommendation or endorsement of the
Plan by such agency.
DISSENTERS' AND APPRAISAL RIGHTS
Under OTS regulations, the Public Shareholders will not have
dissenters' rights or appraisal rights in connection with the exchange of their
Mid-Tier Holding Company Common Stock for shares of common stock of the Holding
Company.
RECOMMENDATION OF THE BOARD OF DIRECTORS
THE BOARD OF DIRECTORS OF THE MIDDLE TIER HOLDING COMPANY UNANIMOUSLY
RECOMMENDS THAT YOU VOTE FOR THE PLAN. SINCE THE PLAN MUST BE APPROVED BY AT
LEAST THE MAJORITY OF THE OUTSTANDING VOTES OF PUBLIC STOCKHOLDERS, NOT VOTING
WILL HAVE THE SAME EFFECT AS VOTING AGAINST THE PLAN. VOTING FOR THE PLAN WILL
NOT OBLIGATE ANY VOTER TO PURCHASE ANY SHARES OF HOLDING COMPANY COMMON STOCK.
SHARES OF HOLDING COMPANY COMMON STOCK ARE BEING OFFERED ONLY BY THE PROSPECTUS,
WHICH IS INCORPORATED BY REFERENCE HERETO.
ADDITIONAL INFORMATION
The information contained in the accompanying Prospectus, including a
more detailed description of the Plan, certain financial statements of the
Middle Tier Holding Company and the Company, a description of the
capitalization, business, the directors and officers of the Company, the Middle
Tier Holding Company and the Mutual Holding Company, and the compensation and
other benefits of directors and officers, the anticipated use of the net
proceeds from the sale of the Company Common Stock and a description of the
Company Common Stock, is intended to help you evaluate the Conversion and
Reorganization and is incorporated herein by reference.
4
<PAGE>
Public Stockholders whose shares are held in street name may obtain an
order form and instructions for the purchase of shares in the Public
Stockholders Offering by contacting our Stock Center at ___________.
The Plan is attached hereto as Exhibit A. The Articles of Incorporation
and Bylaws of the Holding Company are available at no cost by contacting the
Conversion Center at (863) ____________, or by writing to the Corporate
Secretary at 205 East Orange Street, Lakeland, Florida 33801-4611. Adoption of
the Plan by the stockholders authorizes the Boards of Directors of the Primary
Parties to amend or terminate the Plan including the charter of the Bank and the
Articles of Incorporation of the Holding Company prior to the closing of the
Conversion. All statements made in this document are hereby qualified by the
contents of such documents as set forth above.
All persons eligible to vote at the Special Meeting should review both
this Proxy Statement and the accompanying Prospectus carefully. However, no
person is obligated to purchase any Company Common Stock. Regardless of how you
vote or whether you purchase Company Common Stock, you will receive shares of
Company Common Stock in exchange for your Middle Tier Holding Company Common
Stock so that you will own approximately the same percentage of Company Common
Stock as the percentage of Middle Tier Holding Company Common Stock that you own
immediately prior to the Conversion.
YOUR BOARD OF DIRECTORS URGES YOU TO CONSIDER CAREFULLY THIS PROXY
STATEMENT AND THE PROSPECTUS AND URGES YOU TO VOTE. NO PERSON WILL BE OBLIGATED
TO ORDER ANY HOLDING COMPANY COMMON STOCK.
THIS PROXY STATEMENT IS NOT AN OFFER TO SELL OR THE SOLICITATION OF AN
OFFER TO BUY HOLDING COMPANY COMMON STOCK. THE OFFER WILL BE MADE ONLY BY MEANS
OF THE PROSPECTUS MEETING THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS
AMENDED, AND THE RULES PROMULGATED THEREUNDER AND ACCOMPANIED BY A STOCK ORDER
FORM.
By Order Of The Board Of Directors:
Sonja T. Hughey
Secretary
Lakeland, Florida
_______________ _____, 2000
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<PAGE>
REVOCABLE PROXY
SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
FLORIDAFIRST BANCORP
FOR A SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON _____________ __, 2000
The undersigned stockholder of FloridaFirst Bancorp (the "Middle Tier
Holding Company") hereby appoints the full Board of Directors, with full powers
of substitution, as attorneys-in-fact and agents for and in the name of the
undersigned, to cast such votes as the undersigned may be entitled to vote at
the special meeting of stockholders of the Middle Tier Holding Company to be
held at the main office of the Middle Tier Holding Company located at 205 East
Orange Avenue, Lakeland, Florida on __________, __________ __, 2000, at __:___
_.m., local time, and at any and all adjournments thereof ("Special Meeting").
They are authorized to cast all votes to which the undersigned is entitled as
follows:
1. The approval of the Plan of Conversion and Reorganization and Plans of
Merger (the "Plan") and transactions incident to the Plan, pursuant to
which (i) FloridaFirst Bank (the "Bank") will establish FloridaFirst
Bancorp, Inc. (the "Holding Company") as a Florida chartered corporation
subsidiary; (ii) the Mutual Holding Company will convert into an interim
federal stock savings bank ("Interim Bank No. 1"); (iii) the Middle Tier
Holding Company will convert into an interim federal stock savings bank
("Interim Bank No. 2"); (iv) Interim Bank No. 2 will merge with and into
the Bank (Merger No. 1"); (v) Interim Bank No. 1, formerly the Mutual
Holding Company, will merge with and into the Bank ("Merger No. 2"); (vi)
the shares of Middle Tier Holding Company common stock previously held by
the Mutual Holding Company will be canceled, and eligible members of the
Mutual Holding Company as of certain specified dates will be granted
interests in a Liquidation Account established by the Bank; (vii) the
Holding Company will form an interim federal stock savings bank as a
subsidiary ("Interim Bank No. 3"); (viii) Interim Bank No. 3 will merge
with and into the Bank ("Merger No. 3"); (ix) as a result of Merger No. 3,
Bank stock deemed held by Public Stockholders will be converted into
Holding Company common stock based upon the Exchange Ratio that is designed
to ensure that Public Stockholders will own approximately the same
percentage of Holding Company common stock as the percentage of Middle Tier
Holding Company stock owned by them prior to the Conversion; and (x)
contemporaneously with Merger No. 3, the Holding Company will offer for
sale shares of common stock in a subscription offering
FOR AGAINST ABSTAIN
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|_| |_| |_|
Execution of this proxy also permits the proxy holders to vote this
proxy in their discretion, upon such other matters that may come before the
Special Meeting. The Special Meeting may be adjourned to enable the Middle Tier
Holding Company to solicit additional proxies. The board of directors is not
aware of any other matters that may come before the Special Meeting.
THIS PROXY WILL BE VOTED FOR THE PROPOSITION
STATED IF NO CHOICE IS MADE HEREON
<PAGE>
All votes will be cast in accordance with this Proxy. Should the
undersigned be present and elect to vote at the Special Meeting or at any
adjournment thereof and after notification to the Secretary of the Middle Tier
Holding Company at said meeting of the member's decision to terminate this
Proxy, then the power of said attorney-in-fact or agents shall be deemed
terminated and of no further force and effect.
The undersigned acknowledges receipt of a Notice of Special Meeting of
Stockholders, a Proxy Statement dated __________ ____, 2000, and a Prospectus
dated __________ ____, 2000, prior to the execution of this Proxy.
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Date
------------------------------------
Signature
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Signature
NOTE: Please sign your name exactly as it appears hereon. If shares are
held jointly, each stockholder should sign. When signing as an
attorney, administrator, agent, corporation, officer, executor,
trustee, guardian or similar position, please add your full title to
your signature.
