<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant / /
Filed by a Party other than the Registrant /X/
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section240.14a-11(c) or
Section240.14a-12
CAROLINA POWER & LIGHT COMPANY
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
MERRILL CORP.
- --------------------------------------------------------------------------------
(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:
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(4) Date Filed:
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<PAGE>
[LOGO]
Carolina Power & Light Company
PO Box 1551
Raleigh, NC 27602
April 1, 1999
Dear Shareholder:
It is a pleasure to invite you to attend the 1999 Annual Meeting of the
Shareholders of Carolina Power & Light Company. The meeting will be held at 10
o'clock a.m. on May 12, 1999, in the Oak Forest Ballroom at the Sheraton Capital
Center Hotel, 421 S. Salisbury Street, Raleigh, North Carolina.
As described in the accompanying Notice of Annual Meeting of Shareholders
and Proxy Statement, the only matter scheduled to be acted upon at the meeting
is the election of directors.
Regardless of the size of your holdings, it is important that your shares be
represented at the meeting. WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING,
PLEASE COMPLETE, SIGN AND RETURN THE ENCLOSED PROXY CARD IN THE ACCOMPANYING
ENVELOPE AS SOON AS POSSIBLE. Returning the signed card will ensure that your
vote is counted at the annual meeting if you do not attend in person. If you
attend the meeting and wish to vote in person, the ballot you submit will
supersede your proxy card.
I am delighted that you have chosen to invest in Carolina Power & Light
Company and look forward to seeing you at the meeting. On behalf of the
management and directors of Carolina Power & Light Company, thank you for your
continued support and confidence in 1999.
Sincerely,
/s/ Sherwood H. Smith, Jr.
- -----------------------------
Sherwood H. Smith, Jr.
Chairman of the Board
<PAGE>
VOTING YOUR PROXY IS IMPORTANT
Your vote is important. Please SIGN, DATE and RETURN the enclosed proxy card
promptly so that as many shares as possible will be represented at the Annual
Meeting.
A self-addressed envelope, which requires no postage if mailed in the United
States, is enclosed for your convenience.
<PAGE>
CAROLINA POWER & LIGHT COMPANY
411 FAYETTEVILLE STREET
RALEIGH, NORTH CAROLINA 27601
------------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
MAY 12, 1999
The Annual Meeting of the Shareholders of Carolina Power & Light Company
will be held at 10 o'clock a.m. on May 12, 1999, in the Oak Forest Ballroom at
the Sheraton Capital Center Hotel, 421 S. Salisbury Street, Raleigh, North
Carolina. The meeting will be held in order to:
(1) Elect (i) four Class I directors of the Company to serve three-year
terms; and (ii) one Class II director of the Company to serve a one-year
term.
(2) Transact any other business properly brought before the meeting.
All shareholders of $5 Preferred Stock, Serial Preferred Stock and Common
Stock of record at the close of business on March 5, 1999, will be entitled to
vote. The stock transfer books will remain open.
By order of the Board of Directors.
WILLIAM D. JOHNSON
Senior Vice President and Corporate
Secretary
Raleigh, North Carolina
April 1, 1999
<PAGE>
CAROLINA POWER & LIGHT COMPANY
411 FAYETTEVILLE STREET
RALEIGH, NORTH CAROLINA 27601
------------------------
PROXY STATEMENT
GENERAL
This Proxy Statement is furnished in connection with the Board of Directors'
of Carolina Power & Light Company (Company) solicitation of proxies to be used
at the Annual Meeting of Shareholders. That meeting will be held at 10 o'clock
a.m. on May 12, 1999, in the Oak Forest Ballroom at the Sheraton Capital Center
Hotel, 421 S. Salisbury Street, Raleigh, North Carolina. (For directions to the
meeting location, please see map included at the end of the Proxy Statement.)
The Proxy Statement and form of proxy were first sent to shareholders on or
about April 1, 1999.
COPIES OF THE COMPANY'S ANNUAL REPORT ON FORM 10-K FOR THE YEAR 1998,
INCLUDING FINANCIAL STATEMENTS AND SCHEDULES, ARE AVAILABLE UPON WRITTEN
REQUEST, WITHOUT CHARGE, TO THE PERSONS WHOSE PROXIES ARE SOLICITED. ANY EXHIBIT
TO FORM 10-K IS ALSO AVAILABLE UPON WRITTEN REQUEST AT A REASONABLE CHARGE FOR
COPYING AND MAILING. WRITTEN REQUESTS SHOULD BE MADE TO MR. MARK F. MULHERN,
VICE PRESIDENT AND TREASURER, CAROLINA POWER & LIGHT COMPANY, P. O. BOX 1551,
RALEIGH, NORTH CAROLINA 27602.
PROXIES
The accompanying proxy is solicited by the Board of Directors of the Company
and the entire cost of solicitation will be borne by the Company. The Company
expects to solicit proxies primarily by mail. Proxies may also be solicited by
telephone, telegraph or personally by officers and employees of the Company, who
will not be specially compensated for such services.
Any shareholder who has executed a proxy and attends the meeting may elect
to vote in person rather than by proxy. A shareholder may revoke his proxy at
any time before it is exercised by filing written notice of revocation or by
filing a later valid proxy with the Secretary of the Company. All shares
represented by valid proxies received pursuant to this solicitation, and not
revoked before they are exercised, will be voted in the manner specified
therein. Proxies that do not contain specifications will be voted for the
election of Directors as set forth in this Proxy Statement, and, in the
discretion of the named proxies, upon any other business properly brought before
the meeting.
VOTING SECURITIES
The Directors of the Company have fixed March 5, 1999, as the record date
for shareholders entitled to vote at the Annual Meeting. Only holders of the
Company's $5 Preferred Stock, Serial Preferred Stock and Common Stock of record
at the close of business on that date will be entitled to notice of and to vote
at the Annual Meeting. Holders of $5 Preferred Stock, Serial Preferred Stock and
Common Stock will vote together without regard to class, and each share is
entitled to one vote. As of March 5, 1999, there were outstanding 237,259 shares
of $5 Preferred Stock, 350,000 shares of Serial Preferred Stock and 151,337,503
shares of Common Stock.
Pursuant to the provisions of the North Carolina Business Corporation Act,
Directors will be elected by a plurality of the votes cast by the shares
entitled to vote. Withheld votes or shares held in street name
1
<PAGE>
that are not voted in the election of Directors will not be included in
determining the number of votes cast. Approvals of other matters to be presented
at the Annual Meeting, if any, generally will require the affirmative vote of a
majority of the shares voted on such matters. Abstentions from voting and broker
non-votes will not have the effect of a "negative" vote with respect to any such
matters.
ELECTION OF DIRECTORS
Based on the report of the Corporate Governance Committee (see page 6), the
Board of Directors nominates the five nominees listed below. The nominees to
serve as Directors in Class I for terms expiring in 2002 and until their
respective successors are elected and qualified are: Leslie M. Baker, Jr.,
William O. McCoy, John H. Mullin, III and J. Tylee Wilson. (The Board of
Directors elected Mr. Mullin as a Director in Class I at its meeting held March
17, 1999.) The nominee to serve as Director in Class II for a term expiring in
2000 and until his successor is elected and qualified is Sherwood H. Smith, Jr.
There are no family relationships among any of the nominees for Director or
among any nominee and any Director or officer of the Company or its
subsidiaries, nor is there any arrangement or understanding between any nominee
and any other person pursuant to which the nominee was selected.
Valid proxies received pursuant to this solicitation will be voted in the
manner specified. Where specifications are not made, the shares represented by
the accompanying proxy will be voted for the election of the five nominees.
Votes (other than votes withheld) will be cast pursuant to the accompanying
proxy for the election of the nominees listed above unless, by reason of death
or other unexpected occurrence, one or more of such nominees shall not be
available for election, in which event it is intended that such votes will be
cast for such substitute nominee or nominees as may be determined by the persons
named in such proxy. The Board of Directors has no reason to believe that any of
the nominees listed above will not be available for election as a Director.
The names of the five nominees for election to the Board of Directors and of
the other Directors, along with their ages, principal occupations or employment
for the past five years, and current directorships are set forth below.
Information concerning the number of shares of the Company's Common Stock
beneficially owned, directly or indirectly, by all current Directors appears on
pages 4 and 5 of this Proxy Statement.
NOMINEES FOR ELECTION -- CLASS I
(Terms Expiring in 2002)
LESLIE M. BAKER, JR., age 56, is Chairman, President and Chief Executive
Officer of Wachovia Corporation, an interstate bank holding company (since April
1998). He previously served as President and Chief Executive Officer of Wachovia
Corporation (from January 1994 to April 1998) and as President and Chief
Operating Officer of Wachovia Corporation (from February 1993 to December 1993).
He also served in various executive capacities for subsidiaries of Wachovia
Corporation. He has served as a Director of the Company since 1995.
JOHN H. MULLIN, III, age 57, is Chairman of Ridgeway Farm, LLC, a limited
liability company engaged in timber and agricultural activities. He has served
as a Director of the Company since March 17, 1999 and also serves as a director
of ACX Technologies, Inc., Alex Brown Realty, Inc., The Liberty Corporation, and
is a Trustee of the Putnam Funds.
2
<PAGE>
WILLIAM O. MCCOY, age 65, is a partner in Franklin Street Partners, an
investment management firm. He previously served as Vice President-Finance of
the University of North Carolina (from 1995 to 1998) and Vice Chairman of the
Board of BellSouth Corporation (from 1984 to 1994) and President and Chief
Executive Officer of BellSouth Enterprises (from 1986 to 1994). He has served as
a Director of the Company since 1996 and also serves as a director of The Kenan
Corporation, Liberty Corporation and Weeks Corporation, and as a Trustee of
Fidelity Investments.
J. TYLEE WILSON, age 67, is retired Chairman and Chief Executive Officer of
RJR Nabisco, Inc. He has served as a Director of the Company since 1987 and also
serves as a director of BellSouth Corporation.
NOMINEE FOR ELECTION -- CLASS II
(Term Expiring in 2000)
SHERWOOD H. SMITH, JR., age 64, is Chairman of the Company's Board of
Directors (since October 1996). He previously served as Chairman and Chief
Executive Officer (from 1992 to October 1996) and previously as
Chairman/President and Chief Executive Officer. He has served as a Director of
the Company since 1971 and also serves as a director of Wachovia Corporation,
Springs Industries, Inc., and Northern Telecom Limited, and as a Trustee of The
Northwestern Mutual Life Insurance Company.
DIRECTORS CONTINUING IN OFFICE -- CLASS II
(Terms Expiring in 2000)
EDWIN B. BORDEN, age 65, is President of The Borden Manufacturing Company, a
textile management services company. He has served as a Director of the Company
since 1985 and also serves as a director of Jefferson-Pilot Corporation,
Triangle Bancorp, Inc., Ruddick Corporation and Winston Hotels, Inc.
RICHARD L. DAUGHERTY, age 63, is the Executive Director of NCSU Research
Corporation, a development corporation of the Centennial Campus of North
Carolina State University (since March 1995). He previously served as Vice
President of IBM PC Company, manufacturers and distributors of personal
computers worldwide, and also as Senior State Executive for IBM Corporation in
North Carolina. Mr. Daugherty retired from IBM in August 1994. He has served as
a Director of the Company since 1992.
ROBERT L. JONES, age 62, is President of Davidson and Jones Corporation,
general contractors/ developers and operators of real estate properties. He has
served as a Director of the Company since 1990 and also serves as a director of
Giant Cement Holding, Inc.
DIRECTORS CONTINUING IN OFFICE -- CLASS III
(Terms Expiring in 2001)
WILLIAM CAVANAUGH III, age 60, is President and Chief Executive Officer of
the Company (since October 1996). He previously served as President and Chief
Operating Officer of the Company (from September 1992 to October 1996). Prior to
September 1992, he served in various executive capacities for Entergy
Corporation and its affiliates. He has served as a Director of the Company since
1993, and also serves as a director of Weeks Corporation.
3
<PAGE>
CHARLES W. COKER, age 65, is Chairman of Sonoco Products Company, a
manufacturer of paperboard and paper and plastics packaging products (since
April 1998). He previously served as Chairman and Chief Executive Officer of
Sonoco Products Company (from 1976 to April 1998). He has served as a Director
of the Company since 1975 and also serves as a director of BankAmerica
Corporation, Sara Lee Corporation and Springs Industries, Inc.
ESTELL C. LEE, age 63, is President of The Lee Company, a building supplies
company. Previously, she was Secretary of the North Carolina Department of
Economic and Community Development and President of Seacor, Inc. She has served
as a Director of the Company since 1988.
PRINCIPAL SHAREHOLDERS
The Company does not know of any shareholder that owned more than five
percent (5%) of any class of the Company's voting securities as of December 31,
1998.
MANAGEMENT OWNERSHIP OF COMMON STOCK
The following table describes the beneficial ownership of the Common Stock
of the Company and ownership of Common Stock units as of December 31, 1998, of
(i) all current Directors and nominees for Director, (ii) each executive officer
of the Company named in the Summary Compensation Table presented later in this
document and (iii) all Directors and executive officers as a group. A unit of
Common Stock does not represent an equity interest in the Company and possesses
no voting rights, but is equal in value at all times to a share of Common Stock.
As of December 31, 1998, none of the individuals or group in the above
categories owned one percent (1%) or more of any class of the Company's voting
securities.
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------
NUMBER OF SHARES OF COMMON STOCK
BENEFICIALLY OWNED(1) AND UNITS
REPRESENTING
NAME SHARES OF COMMON STOCK(2,3,4)
- ---------------------------------------------------------------------------
<S> <C> <C>
Leslie M. Baker, Jr. 1,000 Common Stock
4,260(2) Units
Edwin B. Borden 4,528 Common Stock
16,311(2) Units
William Cavanaugh III 114,157(7) Common Stock
70,856(3,4,5,6) Units
Charles W. Coker 3,448(8) Common Stock
19,442(2) Units
Richard L. Daugherty 850 Common Stock
9,428(2) Units
Cecil L. Goodnight 25,135(9) Common Stock
6,855(3,4,5) Units
Glenn E. Harder 29,632(10) Common Stock
9,425(3,4,5) Units
Robert L. Jones 2,000 Common Stock
12,975(2) Units
Estell C. Lee 4,484(11) Common Stock
15,965(2) Units
</TABLE>
4
<PAGE>
<TABLE>
<S> <C> <C>
- ---------------------------------------------------------------------------
NUMBER OF SHARES OF COMMON STOCK
BENEFICIALLY OWNED(1) AND UNITS
REPRESENTING
NAME SHARES OF COMMON STOCK(2,3,4)
- ---------------------------------------------------------------------------
William O. McCoy 1,000 Common Stock
2,164(2) Units
Robert B. McGehee 20,298(12) Common Stock
8,850(4,5,6) Units
William S. Orser 46,012(13) Common Stock
21,111(3,4,5) Units
John H. Mullin, III 0 Common Stock
0 Units
Sherwood H. Smith, Jr. 30,489(14) Common Stock
53,073(3,6) Units
J. Tylee Wilson 5,000 Common Stock
4,059(2) Units
Shares of Common Stock
beneficially owned by all
directors and executive
officers of the Company as
a group (19 persons) 342,369 Common Stock
</TABLE>
- ------------------------------
(1)Unless otherwise noted, all shares of Common Stock set forth in the table
are beneficially owned, directly or indirectly, with sole voting and investment
power, by such shareholder.
(2)Consists of units representing Common Stock of the Company under the
Directors' Deferred Compensation Plan and the Non-Employee Director Stock Unit
Plan (see "Directors' Compensation" on page 8).
(3)Consists of performance units under the Long-Term Compensation Program.
(4)Consists of performance shares awarded under the Performance Share
Sub-Plan of the 1997 Equity Incentive Plan (see "Long-Term Incentive Plan Awards
Table" on page 13 and footnote 1 thereunder for performance shares awarded in
1998).
(5)Consists of replacement units to replace the value of Company
contributions to the Stock Purchase-Savings Plan that would have been made but
for the deferral of salary under the Deferred Compensation Plan for Key
Management Employees and contribution limitations under Section 415 of the
Internal Revenue Code of 1986, as amended (see "Summary Compensation Table" on
page 10 and footnote 4 thereunder).
(6)Consists of performance units recorded to reflect awards deferred under
the Management Incentive Compensation Plan.
(7)Includes 100,000 shares of Restricted Stock and 198 shares with shared
voting and investment power owned by members of immediate family to which
beneficial ownership has not been disclaimed.
(8)Includes 3,248 shares with shared voting and investment power owned by
members of immediate family to which beneficial ownership has not been
disclaimed.
(9)Includes 16,500 shares of Restricted Stock and 16 shares with shared
voting and investment power owned by members of immediate family to which
beneficial ownership has not been disclaimed.
(10)Includes 28,000 shares of Restricted Stock.
(11)Includes 160 shares with shared voting and investment power owned by
members of immediate family to which beneficial ownership has not been
disclaimed.
(12)Includes 18,600 shares of Restricted Stock.
(13)Includes 40,000 shares of Restricted Stock.
(14)Does not include 900 shares owned by members of immediate family to
which beneficial ownership has been disclaimed.
5
<PAGE>
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
Directors and executive officers to file reports of their holdings and
transactions in the Company's securities with the Securities and Exchange
Commission and the New York Stock Exchange. Based on Company records and other
information, the Company believes that all Section 16(a) filing requirements
applicable to its Directors and executive officers with respect to the Company's
1998 fiscal year were met.
BOARD OF DIRECTORS
The Board of Directors is currently comprised of eleven members. The Board
of Directors met six times in 1998. Average attendance of the Directors at the
meetings of the Board and its Committees held during 1998 was 91%. Because of
unavoidable conflicts, Mr. Jones attended fewer than 75% of the aggregate number
of meetings of the Board and of the Board Committees on which he served.
The Board of Directors appoints from its members an Executive Committee, a
Committee on Audit and Corporate Performance, a Committee on Finance, a
Committee on Operations and Development, a Committee on Organization and
Compensation, and a Corporate Governance Committee (formerly the Nominating
Committee). At its July 17, 1998 meeting, the Board replaced the Nominating
Committee, which held one meeting in 1998, with the Corporate Governance
Committee. The membership and functions of the standing Board Committees, as of
December 31, 1998, are discussed below.
EXECUTIVE COMMITTEE
The Executive Committee is presently composed of one Officer/Director and
four Directors-- Messrs. Sherwood H. Smith, Jr., Chairman, William Cavanaugh
III, Richard L. Daugherty, Robert L. Jones and William O. McCoy. The authority
and responsibility of the Executive Committee are provided in the Company's
Charter and By-Laws. The Committee held no meetings in 1998.
COMMITTEE ON AUDIT
AND CORPORATE PERFORMANCE
The Committee on Audit and Corporate Performance is presently composed of
four non-employee Directors--Mr. Leslie M. Baker, Jr., Chairman, Ms. Estell C.
Lee and Messrs. Richard L. Daugherty and Sherwood H. Smith, Jr. The work of this
Committee includes reviewing the annual financial results of the Company and
monitoring the activities of the independent auditors and the internal audit
department. The Committee also reviews corporate goals established by the
Company and the Company's progress in achieving these goals. The Committee held
three meetings in 1998.
CORPORATE GOVERNANCE COMMITTEE
The Corporate Governance Committee is presently composed of four
non-employee Directors-- Messrs. J. Tylee Wilson, Chairman, Leslie M. Baker,
Jr., Edwin B. Borden and Charles W. Coker. This Committee is responsible for
making recommendations to the Board with respect to the governance of the
Company and the Board. Its responsibilities include recommending amendments to
the Company's Charter and By-Laws, making recommendations regarding the
structure, charter, practices and policies of the Board, ensuring that processes
are in place for annual CEO performance appraisal and review of succession
planning and management development, recommending a process for the annual
assessment of Board performance, recommending criteria for Board membership,
reviewing the qualifications of and
6
<PAGE>
recommending to the Board nominees for election. The Committee will consider
qualified candidates for director nominated by shareholders at an annual meeting
of shareholders; provided, however, that written notice of any shareholder
nominations must be received by the Secretary of the Company no later than the
close of business on the 60(th) day prior to the first anniversary of the
immediately preceding year's annual meeting. The Committee held eight meetings
in 1998.
COMMITTEE ON FINANCE
The Committee on Finance is presently composed of five non-employee
Directors--Messrs. William O. McCoy, Chairman, Charles W. Coker, Richard L.
Daugherty, Sherwood H. Smith, Jr. and J. Tylee Wilson. The Committee reviews and
oversees the Company's financial policies and planning, strategic planning and
investments and pension funds. The Committee also monitors the Company's risk
management activities and reviews the Company's dividend policy and proposed
budget. The Committee held six meetings in 1998.
COMMITTEE ON OPERATIONS
AND DEVELOPMENT
The Committee on Operations and Development is presently composed of four
non-employee Directors--Messrs. Edwin B. Borden, Chairman, Leslie M. Baker, Jr.,
Robert L. Jones and Ms. Estell C. Lee. The Committee examines the Company's
projections of the economic development of the Company's service area and the
estimates of sales and load growth. The Committee considers recommendations on
the locations of generating facilities and types of fuels for these facilities.
It also reviews the operation of the Company's generating plants, including
construction and modifications. The Committee held three meetings in 1998.
COMMITTEE ON ORGANIZATION
AND COMPENSATION
The Committee on Organization and Compensation is presently composed of five
non-employee Directors--Messrs. Charles W. Coker, Chairman, Edwin B. Borden,
Robert L. Jones, William O. McCoy and J. Tylee Wilson. The Committee ascertains
that personnel policies and procedures are in keeping with all governmental
rules and regulations and are designed to attract and retain competent, talented
employees and develop the potential of these employees. The Committee reviews
all executive development plans, makes executive compensation decisions and
oversees plans for management succession. The Committee held nine meetings in
1998.
7
<PAGE>
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS
DIRECTORS' COMPENSATION
Directors who are not employees of the Company receive an annual retainer of
$35,000, of which $15,000 is automatically deferred under the Directors'
Deferred Compensation Plan (see below), and an attendance fee of $1,500 per
meeting for regularly scheduled Board meetings. Directors who are not employees
of the Company also receive an attendance fee for committee meetings of $1,000.
The Chairman of each Committee receives an additional retainer of $3,000 per
year. Directors who are officers do not receive an annual retainer or attendance
fees. All Directors are reimbursed for expenses incident to their service as
Directors.
In addition to the $15,000 in annual retainer and any matching contributions
under the incentive compensation program that are automatically deferred,
outside Directors may elect to defer any portion of the remainder of their
annual retainer and Board attendance fees until after the termination of their
service on the Board under the Directors' Deferred Compensation Plan. Any
deferred fees are deemed to be invested in a number of Units of Common Stock of
the Company, but participating Directors receive no equity interest or voting
rights in the Common Stock. The number of Units credited to the account of a
participating Director is equal to the dollar amount of the deferred fees
divided by the average of the high and low selling prices (i.e., market value)
of the Common Stock on the day the deferred fees would otherwise be payable to
the participating Director. The number of Units in each account is adjusted from
time to time to reflect the payment of dividends on the number of shares of
Common Stock represented by the Units. Unless otherwise agreed to by the
participant and the Board, when the participant ceases to be a member of the
Board of Directors, he or she will receive cash equal to the market value of a
share of the Company's Common Stock on the date of payment multiplied by the
number of Units credited to the participant's account.
Directors are also eligible for matching contributions of up to $15,000
under an incentive compensation program. Awards under this program are based
upon the achievement of the corporate incentive goals established each year by
the Board and used as the basis for a matching contribution of shares of Common
Stock for participating employees in the Company's Stock Purchase-Savings Plan.
In the event that five of the corporate incentive goals are met, the $15,000
portion of the annual retainer that is automatically deferred pursuant to the
Directors' Deferred Compensation Plan will be increased by 50 percent, with an
additional 10 percent increase for each corporate incentive goal met in excess
of five (up to a maximum matching contribution of 100 percent). Such matching
contribution is automatically deferred until the Director's retirement.
Effective January 1, 1998, the Board of Directors Retirement Plan was
replaced by the Non-Employee Director Stock Unit Plan. Directors had the option
of rolling the value of their benefits under the Retirement Plan into the Stock
Unit Plan. The Stock Unit Plan provides for an annual grant of 150 "stock units"
to each non-employee Director who has served on the Board for at least one year
and for matching grants of up to 150 additional units to be awarded to those
Directors for each year in which certain incentive goals established by the
Board are met. Each unit is equal in value to one share of the Company's Common
Stock. The number of units is adjusted from time to time to reflect the payment
of dividends with respect to the Common Stock of the Company. Benefits under the
Plan vest after a participant has been a member of the Board for five years, and
are payable solely in cash.
8
<PAGE>
All of the Directors who were existing Directors or retired Directors on or
prior to September 16, 1998, participate in a Directors' Educational
Contribution Plan. The Plan is funded by policies of corporate-owned life
insurance on the lives of pairs of Directors, with proceeds payable to the
Company at the death of the second to die in each pair. All costs of the Plan
are expected to be covered from the life insurance proceeds to be received by
the Company. Pursuant to this Plan, the Company will make a contribution in the
name of each Director to an educational institution or approved educational
foundation or fund in North Carolina or South Carolina selected by the Director
and approved by the Executive Committee of the Board of Directors. The
contribution will be made at the later to occur of the retirement of the
Director from the Board of Directors or ten years from the date of adoption of
the Plan. If a Director has served as a Director for at least five but less than
ten years at the time the contribution is to be made, the Company will
contribute $250,000 in the name of the Director. If the Director has served for
ten or more years, the amount of the contribution will be $500,000. The Plan was
discontinued September 16, 1998 and will not be offered as a benefit for any
Director who joins the Board subsequent to that date. The Plan may be terminated
at any time in the discretion of the Executive Committee without recourse or
obligation to the Company.
Mr. Sherwood H. Smith, Jr., a member of the Board and former Chief Executive
Officer of the Company, retired from the Company on December 31, 1996. In
anticipation of his retirement, Mr. Smith entered into a personal services
contract with the Company for the period October 1, 1996, through September 30,
1999. Under the terms of the contract, Mr. Smith performs, as a non-employee,
the duties of the Chairman of the Company's Board of Directors and of the
Executive Committee of said Board. Additionally, Mr. Smith performs certain
personal services, subject to the request and general direction of the Company's
Chief Executive Officer, related to representing the Company and its
subsidiaries in various areas, including industry, governmental, public
relations, economic development and civic matters, and assisting the Company in
furthering its business purposes. Pursuant to the agreement, in 1998, the
Company paid Mr. Smith $330,996 for the services he rendered and provided
perquisites, including office space, secretarial support, business travel
expenses, a company network telephone and facsimile equipment, and a mobile
telephone, valued at approximately $85,448.
9
<PAGE>
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
------------------------
ANNUAL COMPENSATION AWARDS PAYOUTS
-----------------------------------------------------------------------------------
OTHER RESTRICTED
ANNUAL STOCK LTIP ALL OTHER
NAME AND SALARY(1) BONUS(2) COMPENSATION(3) AWARD(S)(4,5) PAYOUTS(6) COMPENSATION(7)
PRINCIPAL POSITION YEAR ($) ($) ($) ($) ($) ($)
- -------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
William Cavanaugh III, 1998 $700,027 $ 400,000(8) $90,228(9) $4,240,076(10) N/A $199,614(11)
President and 1997 600,024 340,000(12) 20,108 24,150 N/A 175,522
Chief Executive Officer 1996 525,000 315,000(13) 7,067 22,030 N/A 79,488
William S. Orser, 1998 $397,345 $ 160,000 $ 4,537 $1,698,088(14) N/A $ 67,243(15)
Executive Vice 1997 351,237 126,000 5,585 11,844 N/A 56,578
President 1996 321,000 125,000 4,620 10,628 N/A 47,750
Glenn E. Harder, 1998 $278,306 $ 112,000 $ 3,552 $1,188,156(16) $38,406 $ 36,914(17)
Executive Vice 1997 249,120 90,000 3,462 7,383 N/A 31,827
President and Chief 1996 234,000 90,000 4,248 6,232 N/A 24,699
Financial Officer
Robert B. McGehee, 1998 $259,158 $ 90,000 $ 2,216 $ 789,588(18) N/A $ 63,062(19)
Senior Vice President 1997 136,798 61,250(20) 33,101(21) 1,566 N/A 226,400(22)
and General Counsel 1996 N/A N/A N/A N/A N/A N/A
(employed as of May 20,
1997)
Cecil L. Goodnight, 1998 $230,009 $ 75,000(23) $45,559(24) $ 697,911(25) $25,632 $ 40,286(26)
Senior Vice President 1997 194,037 60,000 2,807 1,178 N/A 36,299
1996 167,000 51,000 5,287 1,047 N/A 32,232
- -------------------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1)Consists of base salary prior to (i) employee contributions to the Stock
Purchase-Savings Plan and (ii) voluntary deferrals, if any, under the Deferred
Compensation Plan for Key Management Employees or the Executive Deferred
Compensation Plan. See "Other Benefit Opportunities" on page 20.
(2)Except as otherwise noted, consists of amounts awarded with respect to
performance in the stated year under the Management Incentive Compensation Plan.
See "Other Annual Compensation Opportunities" on page 17.
(3)Consists of gross-up payments for certain federal and state income tax
obligations, and where indicated by footnote disclosure, certain perquisites.
(4)Includes the value of restricted stock awards as of the grant date
(calculated by multiplying the closing market price of the Company's
unrestricted stock on the date of grant by the number of shares awarded) granted
pursuant to the Company's 1997 Equity Incentive Plan. None of the restricted
stock awards will vest, in whole or in part, in under three years from the date
of grant. During the period for which the shares are restricted, the grantee
will receive all voting rights and cash dividends associated with the restricted
stock.
(5)Includes the value of performance units credited to the account of a
participant to replace the value of Company contributions to the Stock
Purchase-Savings Plan that would have been made on behalf of the participant but
for the deferral of salary under the Deferred Compensation Plan for Key
Management Employees and compensation limitations under Section 415 of the
Internal Revenue Code of 1986, as amended ("Replacement Units"). Replacement
Units do not represent an equity interest in the Company and the crediting of
such Units to a participant's account does not convey any voting rights.
However, a Replacement Unit is equal in value at all times to a share of the
Company's Common Stock. Additional Replacement Units are credited from time to
time to reflect the payment of
10
<PAGE>
dividends on the underlying Common Stock. For participant's with less than five
years of service with the Company, these Replacement Units vest two years from
the end of the calendar year in which they are granted. Participants with five
or more years of service with the Company are 100% vested in all Replacement
Units credited to their accounts. Payment of the value of the Replacement Units
will be made in cash and will generally be made at such time as a participant
retires or is no longer a full-time employee of the Company. The amount of the
payment will equal the market value of a share of the Company's Common Stock on
the payment date of payout multiplied by the number of units credited to the
account of the participant. See "Other Benefit Opportunities" on page 20.
(6)Consists of the value of payouts of awards granted under the Company's
Long-Term Compensation Program.
(7)Amounts reported in this column include dividends earned in 1998 on
awards granted under the Long-Term Compensation Program and the Performance
Share Sub-Plan.
(8)Mr. Cavanaugh has elected to defer receipt of this award until after his
date of retirement.
(9)Consists of (i) $19,111 in gross-up payments for certain federal and
state income tax obligations; and (ii) certain perquisites, including spousal
travel and meal expenses of $23,679, and an automobile allowance of $18,600,
both of which exceed threshholds for footnote disclosure.
(10)Consists of (i) 100,000 shares of Restricted Stock valued at $4,706,250
as of December 31, 1998; and (ii) 758 Replacement Units based on the market
value of a share of Common Stock on the date such units were credited to the
account of the participant.
(11)Consists of (i) $44,658 which represents dividends earned in 1998 on
performance units awarded under the Long-Term Compensation Program; (ii) $42,559
which represents dividends earned in 1998 on performance shares awarded under
the Performance Share Sub-Plan; (iii) $6,650 which represents Company
contributions under the Stock Purchase-Savings Plan; and (iv) $105,747 which
represents the dollar value of the premium relating to the term portion and the
present value of the premium relating to the whole life portion of the benefit
to be received pursuant to the Executive Permanent Life Insurance Program.
(12)Mr. Cavanaugh has elected to defer receipt of 50 percent of this award
until after his date of retirement.
(13)Mr. Cavanaugh has elected to defer receipt of this award until his date
of retirement.
(14)Consists of (i) 40,000 shares of Restricted Stock valued at $1,882,500
as of December 31, 1998; and (ii) 354 Replacement Units based on the market
value of a share of Common Stock on the date such units were credited to the
account of the participant.
(15)Consists of (i) $18,145 which represents dividends earned in 1998 on
performance units awarded under the Long-Term Compensation Program; (ii) $16,497
which represents dividends earned in 1998 on performance shares awarded under
the Performance Share Sub-Plan; (iii) $6,650 which represents Company
contributions under the Stock Purchase-Savings Plan; and (iv) $25,951 which
represents the dollar value of the premium relating to the term portion and the
present value of the premium relating to the whole life portion of the benefit
to be received pursuant to the Executive Permanent Life Insurance Program.
(16)Consists of (i) 28,000 shares of Restricted Stock valued at $1,317,750
as of December 31, 1998; and (ii) 217 Replacement Units based on the market
value of a share of Common Stock on the date such units were credited to the
account of the participant.
(17)Consists of (i) $3,719 which represents dividends earned in 1998 on
performance units awarded under the Long-Term Compensation Program; (ii) $11,629
which represents dividends earned in 1998 on performance shares awarded under
the Performance Share Sub-Plan; (iii) $6,650 which represents Company
contributions under the Stock Purchase-Savings Plan; and (iv) $14,916 which
represents the dollar value of the premium relating to the term portion and the
present value of the premium relating to the whole life portion of the benefit
to be received pursuant to the Executive Permanent Life Insurance Program.
11
<PAGE>
(18)Consists of (i) 18,600 shares of Restricted Stock valued at $875,363 as
of December 31, 1998; and (ii) 136 Replacement Units based on the market value
of a share of Common Stock on the date such units were credited to the account
of the participant.
(19)Consists of (i) $11,584 which represents dividends earned in 1998 on
performance shares awarded under the Performance Share Sub-Plan; (ii) $5,240
which represents Company contributions under the Stock Purchase-Savings Plan;
and (iii) $46,238 which represents the dollar value of the premium relating to
the term portion and the present value of the premium relating to the whole life
portion of the benefit to be received pursuant to the Executive Permanent Life
Insurance Program.
(20)Mr. McGehee has elected to defer receipt of this award until after his
date of retirement.
(21)Includes gross-up payments of $31,344 for certain federal and state
income tax obligations due to the receipt of shares of Company Common Stock
granted in connection with commencement of Mr. McGehee's employment.
(22)Consists of (i) $3,397 which represents dividends earned in 1997 on
performance shares awarded under the Performance Share Sub-Plan; (ii) $2,399
which represents Company contributions under the Stock Purchase-Savings Plan;
(iii) $45,944 which represents the dollar value of the premium relating to the
term portion and the present value of the premium relating to the whole life
portion of the benefit to be received pursuant to the Executive Permanent Life
Insurance Program; (iv) $34,160 which represents the value as of April 13, 1997,
of 1,000 shares of Company Stock purchased by the Company for the account of Mr.
McGehee under the terms of his Employment Agreement with the Company; (v)
$100,000 paid to compensate Mr. McGehee for relocation expenses and certain
relocation benefits pursuant to his Employment Agreement with the Company; and
(vi) $40,500 paid pursuant to said Employment Agreement, which required that it
be treated as if it were a one-year deferral in 1997 under the Key Management
Deferred Compensation Plan.
(23)Mr. Goodnight has elected to defer receipt of 50 percent of this award
until after his date of retirement.
(24)Consists of (i) $6,481 in gross-up payments for certain federal and
state income tax obligations; and (ii) certain perquisites, including club dues
of $18,853, and an automobile allowance of $16,200, both of which exceed
thresholds for footnote disclosure.
(25)Consists of (i) 16,500 shares of Restricted Stock valued at $776,531 as
of December 31, 1998; and (ii) 71 Replacement Units based on the market value of
a share of Common Stock on the date such units were credited to the account of
the participant.
(26)Consists of (i) $2,482 which represents dividends earned in 1998 on
performance units awarded under the Long-Term Compensation Program; (ii) $8,955
which represents dividends earned in 1998 on performance shares awarded under
the Performance Share Sub-Plan; (iii) $7,650 which represents Company
contributions under the Stock Purchase-Savings Plan; and (iv) $21,199 which
represents the dollar value of the premium relating to the term portion and the
present value of the premium relating to the whole life portion of the benefit
to be received pursuant to the Executive Permanent Life Insurance Program.
12
<PAGE>
LONG-TERM INCENTIVE PLAN
AWARDS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
NUMBER OF PERFORMANCE
NAME UNITS(1) PERIOD ENDS
- ---------------------------------------------------------------------------------------- ----------- ---------------
<S> <C> <C>
William Cavanaugh III,
President and Chief Executive Officer................................................. 11,814 2000
William S. Orser,
Executive Vice President.............................................................. 4,501 2000
Glenn E. Harder,
Executive Vice President
and Chief Financial Officer........................................................... 3,150 2000
Robert B. McGehee,
Senior Vice President
and General Counsel................................................................... 2,925 2000
Cecil L. Goodnight,
Senior Vice President................................................................. 2,588 2000
</TABLE>
- --------------------------
(1)Consists of the number of performance shares awarded in 1998 under the
Performance Share Sub-Plan of the 1997 Equity Incentive Plan, based on the
closing price of a share of the Company's Common Stock on March 17, 1998, as
published in THE WALL STREET JOURNAL. Performance Share awards may range from
20% to 75% of a participant's base salary depending on the participant's
position and job value. The number of performance shares awarded are recorded in
a separate account for each participant, and are adjusted to reflect dividends,
stock splits or other adjustments in the Company's Common Stock. The performance
period for an award under the Sub-Plan is the three-consecutive-year period
beginning in the year in which the award is granted. The sole performance
measure under the Sub-Plan is Total Shareholder Return ("TSR"), which is defined
in the Sub-Plan as the appreciation or depreciation in the value of stock (which
is equal to the closing value of the stock on the last trading day of the
relevant period minus the closing value of the stock on the last trading day of
the preceding year) plus dividends declared during the relevant period divided
by the closing value of the stock on the last trading day of the preceding year.
Awards under the Sub-Plan vest on January 1 following the end of the three-year
performance period, provided, however, that to determine each award vested under
the Sub-Plan, the TSR of the Company is compared to the TSR of a Peer Group
comprised of the twenty-seven major electric utility companies with fossil fuel
and nuclear operations in the eastern portion of the United States. The
difference between the Company TSR and the Peer Group TSR is used to determine
the multiplier that will be used to calculate the number of vested performance
shares in each participant's account. (Differences in TSR can range from a low
of (2.0%) or less to a high of 5% or more, and correspond to multipliers of 0 to
200%.) The multiplier is applied to the number of performance shares in the
participant's performance share account to determine the actual number of vested
performance shares in that account. The aggregate value of vested performance
shares is equal to the number of vested performance shares in the participant's
account multiplied by the closing price of the Company's Common Stock, as
published in THE WALL STREET JOURNAL on the last trading day before payment of
the award.
Awards are paid in cash after expiration of the performance period. Payment
can be made in either (i) lump sum on or about April 1 of the year immediately
following the performance period or (ii) in accordance with an election to defer
in 25% increments, made during the first year of the performance period. In the
event of death, disability, normal retirement or a change-in-control of the
Company, any award granted under the Sub-Plan immediately becomes vested. The
aggregate value of the vested award is determined using a multiplier that is
based on the
13
<PAGE>
difference between the Company TSR and the Peer Group TSR over the portion of
the performance period that was completed before the terminating event occurred.
See "Long-Term Compensation Opportunities" on page 18.
PENSION PLAN TABLE
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------
ESTIMATED ANNUAL PENSION AT NORMAL
RETIREMENT
AVERAGE COMPENSATION (YEARS OF CREDITED SERVICE)
- ---------------------------------------------------------------------
15 1/2 OR MORE
10 YEARS 15 YEARS YEARS
- ---------------------------------------------------------------------
<S> <C> <C> <C>
$190,000 $ 76,000 $ 114,000 $ 117,800
255,000 102,000 153,000 158,100
320,000 128,000 192,000 198,400
385,000 154,000 231,000 238,700
450,000 180,000 270,000 279,000
515,000 206,000 309,000 319,300
555,000 222,000 333,000 344,100
595,000 238,000 357,000 368,900
635,000 254,000 381,000 393,700
675,000 270,000 405,000 418,500
715,000 286,000 429,000 443,300
760,000 304,000 456,000 471,200
795,000 318,000 477,000 492,900
840,000 336,000 504,000 520,800
</TABLE>
- --------------------------------------------------------------------------------
The above table demonstrates senior executive pension benefits payable upon
normal retirement under the Supplemental Retirement Plan and Supplemental
Executive Retirement Plan at age 65 as a function of average annual income and
years of service. Covered compensation under these plans consists only of the
amounts in the Salary and Bonus columns of the Summary Compensation Table.
Pursuant to the Supplemental Retirement Plan, a defined benefit plan, benefits
are partially offset by Social Security payments and the monthly pension benefit
payable upon retirement is based on final five years average compensation (base
pay earnings only) multiplied by 1.7% for each year of service up to a maximum
of 60%. Benefits under the Supplemental Executive Retirement Plan are fully
offset by Social Security benefits and by benefits paid under the Supplemental
Retirement Plan. The monthly benefit payable upon retirement under this plan is
equal to 4% of the average of a participant's highest three years of earnings
for each year of credited service with the Company up to a maximum of 62%.
Benefits listed in the table above do not reflect the Social Security or other
offset. For purposes of benefits under these plans, Messrs. Cavanaugh and
Goodnight each have more than 15 1/2 years of credited service as well as three
or more years of service on the Senior Management Committee, and are thereby
entitled to the maximum percentage allowable in the benefit formula under these
plans. Mr. Harder has seven years of credited service, Mr. Orser has five years
of credited service, and Mr. McGehee has 11 years of credited service.
EMPLOYMENT AGREEMENTS
Messrs. Cavanaugh, Orser, Harder and McGehee have entered into employment
agreements with the Company. These agreements provide for base salary, bonuses,
perquisites and participation in the various executive compensation plans
offered to senior executives of the Company. Base salary increases and
14
<PAGE>
bonus amounts are determined by the Board of Directors' Committee on
Organization and Compensation, as described in "Report of Board Committee on
Organization and Compensation" below. None of the agreements provide a specific
employment term; rather, they provide that employment is at the continued will
of the parties. Termination and other key provisions of the agreements are
discussed below.
AGREEMENT WITH MR. CAVANAUGH
The agreement with Mr. Cavanaugh provides that upon termination or
constructive termination of employment by the Company for any reason other than
good cause, Mr. Cavanaugh will retain all vested benefits under the Company's
established benefit programs, and will be entitled to the continuation of full
base salary and health benefits for 24 months. Constructive termination is
defined in the agreement with Mr. Cavanaugh as a change in the form of ownership
of the Company or a change in the Chairman and Chief Executive Officer (or a
material change in his responsibilities), and must be elected by Mr. Cavanaugh
within one year of the occurrence of such a change. The agreement with Mr.
Cavanaugh provides that if employment under the agreement is terminated by him
for any reason other than death or disability, he shall retain all vested
benefits but shall not be entitled to any form of salary or health benefit
continuance. Pursuant to the terms of the agreement, Mr. Cavanaugh received 14
years of credited service in the Supplemental Executive Retirement Plan.
AGREEMENT WITH MR. ORSER
The agreement with Mr. Orser provides that upon termination or constructive
termination of employment by the Company for any reason other than good cause,
Mr. Orser shall retain all benefit rights vested under the Company's established
benefit programs. If Mr. Orser's employment is terminated after he has attained
age 55 but before he attains age 60, the Company shall pay to him a retirement
severance benefit of $153,912 per year (less benefits payable under the
Supplemental Executive Retirement Plan) for the remainder of his life.
Constructive termination is defined in the agreement with Mr. Orser as a change
in the form of ownership of the Company or a change in the Chairman and Chief
Executive Officer (or a material change in his responsibilities), and must be
elected by Mr. Orser within one year of the occurrence of such a change. The
agreement with Mr. Orser provides that if employment under the agreement is
terminated by him for any reason other than death or disability, he shall retain
all vested benefits but shall not be entitled to any form of salary or benefit
continuance. Pursuant to the terms of the agreement, Mr. Orser received nine
years of credited service in the Deferred Compensation Plan for Key Management
Employees.
AGREEMENT WITH MR. HARDER
Under the terms of his employment agreement with the Company, Mr. Harder
received three years of credited service in the Supplemental Executive
Retirement Plan.
AGREEMENT WITH MR. MCGEHEE
The agreement with Mr. McGehee provides that if within two years of the date
of the Agreement, his employment is terminated without cause or is
constructively terminated, then he will receive severance benefits of two years
of annual base salary and all vested benefits under the Company's existing
benefit programs. For purposes of Mr. McGehee's employment agreement,
"constructive termination" is defined as a change in the form of ownership of
the Company or a change in the present Chief Executive Officer of the Company or
a material change in his or Mr. McGehee's responsibilities. If Mr. McGehee
terminates
15
<PAGE>
his employment voluntarily for any reason other than a constructive termination,
or if his employment is terminated for cause, then he shall retain all vested
benefits under the Company's existing benefit programs, but shall not be
entitled to any form of salary continuance or severance benefit. Under the terms
of the agreement, Mr. McGehee received 10 years of credited service in the
Supplemental Executive Retirement Plan, three years of which were deemed to have
been in service on the Senior Executive Committee. In addition, the Agreement
provides for certain initial compensation paid in connection with the
commencement of Mr. McGehee's employment with the Company.
REPORT OF BOARD COMMITTEE ON ORGANIZATION
AND COMPENSATION
The Company's executive compensation program is administered by the
Committee on Organization and Compensation of the Board of Directors (the
"Committee"). The five-member Committee is composed entirely of independent
outside Directors who are not eligible to participate in any compensation
program in which Company executives participate other than the 1997 Equity
Incentive Plan.
COMPENSATION PRINCIPLES
COMPARISON GROUPS
The Company uses an independent executive benefits consulting firm to assist
the Company in meeting its compensation objectives. Each year, this consulting
firm provides the Committee with an analysis comparing overall compensation paid
to the Company's executives with overall compensation paid to executives of two
comparison groups of electric utility companies. One comparison group consists
of the twenty-seven electric utility companies with fossil fuel and nuclear
operations in the eastern portion of the United States. The other comparison
group consists of a broad group of electric utilities across the United States.
(The first comparison group is identical to the group of companies utilized for
performance comparisons in determining award eligibility under the Company's
Management Incentive Compensation Plan and in determining whether certain
performance measures are met under the 1997 Equity Incentive Plan.) While these
comparison groups are different from the group of companies comprising the
Standard & Poor's Electric Index, which is a published industry index shown in
the performance graph on page 23, the Committee believes these electric utility
companies are appropriate for overall compensation comparisons because they
reflect the appropriate labor markets for the Company's executives.
The Company's executive compensation program consists of four major
elements: base salary; other annual compensation opportunities; long-term
compensation opportunities; and other benefit opportunities. The Committee's
objective in administering this program is to structure, through a combination
of these elements, an overall compensation package for executives which
approximates in value the median level to third quartile of overall compensation
paid to executives of the comparison group. Overall compensation paid to the
Company's executives in 1998 met this objective.
STOCK OWNERSHIP GUIDELINES
In an effort to more closely link the interests of the Company's management
with those of its shareholders, in 1997, the Board of Directors adopted stock
ownership guidelines, which are designed to ensure that the Company's management
has a significant financial equity investment in the Company. Those guidelines
require the Company's officers and department heads to own from 1 to 4 times
their base salary in the form of Company stock within five years. (The specific
multiplier applied to base salary
16
<PAGE>
depends upon the individual's position.) In addition to shares owned outright,
the following are considered stock owned by executives and department heads for
purposes of the guidelines: (1) stock held in any defined benefit, defined
contribution, ESOP or other stock-based plan; (2) performance units or phantom
stock ("derivative securities") deferred under an annual incentive plan; (3)
performance units or phantom stock earned and deferred in any long-term
incentive plan accounts; (4) restricted stock awards; and (5) stock held in a
family trust or immediate family holdings.
SECTION 162(M)
Section 162(m) of the Internal Revenue Code imposes a limit, with certain
exceptions, on the amount a publicly held corporation may deduct for
compensation over $1 million paid or accrued with respect to the Company's Chief
Executive Officer and any of the other four most highly compensated officers.
Certain performance-based compensation is, however, specifically exempt from the
deduction limit. To qualify as exempt, compensation must be made pursuant to a
plan that is (1) administered by a committee of outside directors, (2) based on
achieving objective performance goals and (3) disclosed to and approved by the
shareholders. The 1998 compensation disclosed in this proxy statement does not
exceed the limit. As to future compensation, the Company does not have a policy
that requires the Committee to qualify compensation awarded to executive
officers for deductibility under Section 162(m) of the Code. The Committee does,
however, consider the impact of Section 162(m) when determining executive
compensation, and the 1997 Equity Incentive Plan is intended to minimize the
effect of this provision. Although the Committee is not required to qualify
executive compensation paid to Company executives for exemption from Section
162(m), it will continue to consider the effects of Section 162(m) when making
compensation decisions.
ELEMENTS OF EXECUTIVE COMPENSATION PROGRAM
Set forth below is a description of the major elements of the Company's
executive compensation program and their relationship to corporate performance,
as well as a summary of the actions taken by the Committee with respect to the
compensation of the Chief Executive Officer.
BASE SALARY
Executives of the Company receive a base salary determined by the Committee
based upon the value of their position compared to competitively established
salary ranges, their individual performance and overall corporate performance.
The Committee does not utilize specific targets or a specific mathematical
formula in determining base salaries. The Committee in its discretion approved
the base salaries of the Chief Executive Officer and the named executives, as
set forth in the Summary Compensation Table. These salaries were based on each
executive's level of responsibility in the Company, the competitive (median to
third quartile) level of compensation for executives in the comparison group of
utilities, the achievement of corporate goals and individual merit performance
as qualitatively determined by the Committee.
OTHER ANNUAL COMPENSATION OPPORTUNITIES
MANAGEMENT INCENTIVE COMPENSATION PLAN
The Company sponsors a Management Incentive Compensation Plan for its senior
executives, department heads and selected key employees. In order for awards to
be made under the plan, two conditions must be satisfied. First, a contribution
must be earned by one or more groups of employees
17
<PAGE>
under the corporate incentive feature of the Company's Stock Purchase-Savings
Plan, a tax qualified 401(k) plan. Incentive matching contributions are earned
by participating employees if at least five out of ten annual corporate and
business unit goals are met. (See the description of the Stock Purchase-Savings
Plan under "Other Benefit Opportunities" below.) Second, the Company's return on
common equity and electric revenue per kWh for the most recent three-year period
must be above the median of those companies in a comparison group that is
comprised of the twenty-seven electric utility companies with fossil fuel and
nuclear operations in the eastern portion of the United States. This
twenty-seven member comparison group is the same as one of the comparison groups
utilized for overall compensation purposes. This performance comparison group
differs from the twenty-seven member group comprising the Standard & Poor's
Electric Index shown in the performance graph on page 23.
If participants at or above the department head level of the Company are
eligible for awards, then the Committee in its discretion determines whether
awards are to be made and, if so, in what amounts. If participants below the
department head level of the Company are eligible for awards, then the Chief
Executive Officer has sole and complete authority to approve such awards.
Awards consist of both a corporate component and a noncorporate component.
Award opportunities, expressed as a percentage of annual base salary earnings,
are applicable to both components of an award. The corporate component of an
award is based upon the overall performance of the Company. The noncorporate
component of an award is based upon the level of attainment of business
unit/group, departmental and individual performance measures. Those measures are
evaluated in terms of three levels of performance--outstanding, target and
threshold--each of which is related to a particular payout percentage. If
earned, awards are either paid in cash in the succeeding year or deferred to a
later date, as elected by each individual participant. Deferred awards are
recorded in the form of performance units. Each performance unit is generally
equivalent to a share of the Company's Common Stock.
The threshold requirements for award eligibility, as discussed above, were
met and exceeded in 1998. At a meeting of the Committee on March 17, 1999, based
on highly commendable performance, awards were made at the discretion of the
Committee to the named executives, including the Chief Executive Officer, as set
forth in the Summary Compensation Table under the Bonus column.
LONG-TERM COMPENSATION OPPORTUNITIES
1997 EQUITY INCENTIVE PLAN
The 1997 Equity Incentive Plan, which was approved by the Company's
shareholders in 1997, allows the Committee to make various types of awards to
officers, other key employees, and also Directors of the Company, its affiliates
and subsidiaries. Selection of participants is within the sole discretion of the
Committee. Thus, the number of persons eligible to participate in the Plan and
the number of grantees may vary from year to year. The Plan was effective as of
January 1, 1997, and will expire on January 1, 2007, provided, however, that all
awards made prior to and outstanding on that date shall remain valid in
accordance with their terms and conditions.
The 1997 Equity Incentive Plan is a broad umbrella plan that allows the
Company to enter into Award Agreements with participants and adopt various
individual Sub-Plans that will permit the grant of the following types of
awards: nonqualified stock options, incentive stock options, stock appreciation
rights, restricted stock, performance units, performance shares and other stock
unit awards or stock-based forms of awards. The Plan sets forth certain minimum
requirements for each type of award, with detailed provisions regarding awards
to be set out either in Award Agreements or in the Sub-Plans adopted under
18
<PAGE>
the Plan. Subject to adjustment as provided in the Plan, the maximum aggregate
number of shares that may be issued over the years pursuant to awards made under
the Plan cannot exceed 5,000,000 shares of Common Stock, which may be in any
combination of options, restricted stock, performance shares, or any other right
or option.
Under the terms of the Plan, the Committee may grant awards in a manner that
qualifies them for the performance-based exception to Section 162(m) of the
Internal Revenue Code of 1986, as amended, or it may grant awards that do not
qualify for the exemption.
PERFORMANCE SHARE SUB-PLAN
Pursuant to the provisions of the 1997 Equity Incentive Plan, the Committee
adopted the Performance Share Sub-Plan, which governs the issuance of
performance share awards to Company officers and key employees, as selected by
the Committee in its sole discretion. A "performance share" is a unit granted to
a participant, the value of which is equal to the value of a share of the
Company's Common Stock. The Committee may grant performance share awards which
range from 20% to 75% of a participant's base salary, depending upon the
participant's position and job value. (For purposes of the Sub-Plan, base salary
is not reduced to reflect salary deferrals and does not include incentive
compensation.) The number of performance shares awarded are recorded in a
separate account for each participant, and are adjusted to reflect dividends,
stock splits or other adjustments in the Company's Common Stock.
The performance period for an award under the Sub-Plan is the three
consecutive year period beginning in the year in which the award is granted. The
sole performance measure under the Sub-Plan is Total Shareholder Return ("TSR"),
which is defined in the Sub-Plan as the appreciation or depreciation in the
value of stock (which is equal to the closing value of the stock on the last
trading day of the relevant period minus the closing value of the stock on the
last trading day of the preceding year) plus dividends declared during the
relevant period divided by the closing value of the stock on the last trading
day of the preceding year. Awards under the Sub-Plan vest on January 1 following
the end of a three-year performance period, provided, however, that the
following methodology is used to determine each award vested under the Sub-Plan:
1) the TSR for the Company for each year during the performance period is
determined; 2) those annual figures are averaged to determine the Company TSR;
3) the average TSR for all Peer Group utilities for each year during the
performance period is determined (the Peer Group is comprised of the
twenty-seven major electric utility companies with fossil fuel and nuclear
operations in the eastern portion of the United States); 4) those figures are
averaged to determine the Peer Group TSR; 5) the Peer Group TSR for the
performance period is subtracted from the Company TSR for the performance
period; 6) the difference between the Company TSR and the Peer Group TSR is used
to determine the multiplier that will be used to calculate the number of vested
performance shares in each participant's account. (Differences in TSR can range
from a low of (2.0%) or less to a high of 5% or more, and correspond to
multipliers of 0 to 200%); and 7) the multiplier is applied to the number of
performance shares in the participant's performance share account to determine
the actual number of vested performance shares in that account. The aggregate
value of vested performance shares is equal to the number of vested performance
shares in the participant's account multiplied by the closing price of the
Company's Common Stock, as published in THE WALL STREET JOURNAL on the last
trading day before payment of the award.
Awards are paid in cash after expiration of the performance period. Payment
can be made in either (i) lump sum on or about April 1 of the year immediately
following the performance period or (ii) in accordance with an election to defer
in 25% increments, made during the first year of the performance
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period. In the event of death, disability, normal retirement or a
change-in-control of the Company, any award granted under the Sub-Plan
immediately becomes vested. The aggregate value of the vested award is
determined using a multiplier that is based on the difference between the
Company TSR and the Peer Group TSR over the portion of the performance period
that was completed before the terminating event occurred.
Prior to 1997, the Company sponsored a Long-Term Compensation Program;
however, that Program was terminated upon the shareholders' approval of the
Company's 1997 Equity Incentive Plan. (All awards made and outstanding under the
Long-Term Compensation Program prior to its termination remain valid in
accordance with their terms and conditions.)
RESTRICTED STOCK AWARDS
Section 9 of the 1997 Equity Incentive Plan provides for the granting of
shares of restricted stock by the Committee to "key employees" of the Company in
such amounts and for such duration and/or consideration as it shall determine.
The Plan defines "key employee" as an officer or other employee of the Company,
who, in the opinion of the Committee, can contribute significantly to the growth
and profitability of, or perform services of major importance to, the Company.
Each restricted stock grant must be evidenced by an agreement specifying the
period of restriction; the conditions that must be satisfied prior to removal of
the restriction, the number of shares granted, and such other provisions as the
Committee shall determine.
Restricted stock covered by each award made under the Plan will be provided
to and become freely transferable by the recipient after the last day of the
period of restriction and/or upon the satisfaction of other conditions as
determined by the Committee. If the grant of restricted stock is performance
based, the total period of restriction for any or all shares or units of
restricted stock granted shall be no less than one (1) year. Any other shares of
restricted stock issued pursuant to the Plan must provide that the minimum
period of restrictions shall be three (3) years, which period of restriction may
permit the removal of restrictions on no more than one-third (1/3) of the shares
of restricted stock at the end of the first year following the grant date, and
the removal of the restrictions on an additional one-third (1/3) of the shares
at the end of each subsequent year. The Plan provides that in no event shall any
restrictions be removed from shares of restricted stock during the first year
following the grant date, except in the event of a change in control.
During the period of restriction, recipients of shares of restricted stock
granted under the Plan may exercise full voting rights with respect to those
shares, and shall be entitled to receive all dividends and other distributions
paid with respect to those shares. If any such dividends or distributions are
paid in shares, those shares shall be subject to the same restrictions on
transferability as the restricted stock with respect to which they were
distributed.
OTHER BENEFIT OPPORTUNITIES
The following additional benefit opportunities are also available to the
Company's senior executives:
- The Company sponsors a Deferred Compensation Plan for Key Management
Employees which allows a participant to defer until retirement up to 15%
of the participant's annual compensation for one or four years. All
employees at or above the department head level are eligible to
participate in the Plan. Upon retirement, the participant receives monthly
supplemental retirement payments over a 180-month period.
20
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- Pursuant to the Executive Deferred Compensation Plan, all or a portion of
an executive's salary may be deferred. There was no elected deferral of
compensation in 1998 under this plan.
- To replace the value of Company contributions to the Stock
Purchase-Savings Plan that would have been made but for (i) the deferral
of salary under the Executive Deferred Compensation Plan and the Deferred
Compensation Plan for Key Management Employees and (ii) compensation
limitations under Section 415 of the Internal Revenue Code of 1986, as
amended, senior executives and other employees are credited with
performance units equal in value to shares of the Common Stock of the
Company. These performance units do not represent an equity interest in
the Company and convey no voting rights to their owners. However,
additional units are credited from time to time to reflect the payment of
dividends on the Company's Common Stock. Unless otherwise determined by
the Board, at the time a participant is no longer a full-time employee of
the Company, he or she will receive cash equal to the market value of a
share of Common Stock times the number of performance units credited to
the account of the participant. (The vesting rules that apply to the
Company's contributions to the Stock Purchase-Savings Plan apply to these
plans as well.)
- The Company has implemented an executive split dollar life insurance
program which consists of two separate plans. The first plan provides life
insurance coverage approximately equal to three times salary for senior
executives. The second plan provides additional life insurance coverage
approximately equal to five times salary for those officers of the Company
who are also members of the Board of Directors.
- The Company also provides broad-based employee benefit plans in which
senior executives participate. Under the Stock Purchase-Savings Plan, a
salary reduction plan under Section 401(k) of the Internal Revenue Code of
1986, as amended ("Code"), full-time, highly compensated employees may
invest up to 10% of earnings (up to a maximum of $10,000 in 1998) on a
before-tax basis in the Company's Common Stock and other investment
options. The Company makes a matching contribution of 50% of such
investment (up to 3% of earnings) which is invested in Company Common
Stock. Under an incentive feature, the Company's contribution may be
increased by up to an additional 50% if certain corporate and business
unit financial, operating, safety, customer satisfaction, and other
performance goals are met. The Company also sponsors the Supplemental
Retirement Plan, a defined benefit plan which covers full-time employees
who are at least twenty-one years old and have been employed for at least
one year. The right to receive pension benefits under this plan is vested
after five years. The monthly pension benefit payable upon retirement is
based on final five years average compensation (base pay earnings only)
multiplied by 1.7% for each year of service up to a maximum of 60%, less
projected age 65 Social Security benefits multiplied by 1.43% for each
year of service up to a maximum of 50%. Effective January 1, 1999, the
Supplemental Retirement Plan was amended to implement a cash balance
formula feature. Accruals will continue under both formulas for eligible
participants through December 31, 2003. At that time, benefit accruals
based upon the "five years average compensation" formula will be frozen.
- The Restoration Retirement Plan is an unfunded retirement plan for a
select group of management or highly compensated employees. The Plan
"restores" the full benefit that would be provided under the Supplemental
Retirement Plan but for certain Code limits imposed on the benefit levels
of highly compensated employees. Generally, the benefit for participants
is a monthly benefit payment equal to the difference between (i) a
participant's accrued benefit under the Supplemental Retirement Plan
without regard to the Internal Revenue Service compensation and benefit
limits;
21
<PAGE>
and (ii) a participant's accrued benefit as calculated under the
Supplemental Retirement Plan. The eligibility and vesting requirement for
this Plan are the same as those for the Supplemental Retirement Plan.
Participants under the Supplemental Executive Retirement Plan forego
participation in and rights under this Plan.
- The Supplemental Executive Retirement Plan provides a retirement benefit
for eligible senior executives equal to 4% of the average of their highest
three years of base salary earnings and annual bonus for each year of
credited service with the Company up to a maximum of 62%. Benefits under
this Plan are fully offset by Social Security benefits and by benefits
paid under the Company's Supplemental Retirement Plan.
- The Company's senior executives also receive certain perquisites and other
personal benefits. In addition, executives received gross-up payments in
1998 for related federal and state income tax obligations, as disclosed in
the Summary Compensation Table on page 10.
COMPENSATION OF CHIEF EXECUTIVE OFFICER
Compensation in 1998 for the Chief Executive Officer was consistent with the
compensation principles described above and reflected performance of the Company
and the individual in 1998, as well as services in 1998. The determination of
his compensation by the Committee was qualitative in nature and based on a
variety of factors, including comparison group compensation data, attainment of
various corporate goals, total shareholder return, financial and operating
performance, individual performance and other factors. Specific mathematical
weights were not assigned to these factors. Overall compensation in 1998 fell
within the targeted level (median to third quartile) of overall compensation
paid to chief executive officers in the comparison groups.
The Committee considered the substantial progress the Company made towards
its goal of becoming a total energy provider for customers while growing
earnings and securing gas supplies for planned electric power plants.
Specifically, the Committee considered the Company's strong financial
performance in 1998, noting that the total return to shareholders of 16 percent
in 1998 outperformed the Standard & Poor's Electric Index for the sixth time in
the last seven years. The Committee also considered the significant role the
Company's planned acquisition of North Carolina Natural Gas Corporation will
play in the Company's accomplishment of its long-term strategic objectives. The
Committee noted that this acquisition will enable the Company to offer its
customers a broader assortment of products and make fuel needed for the
Company's planned gas-fired power plants more accessible. The Committee also
considered the fact that for the fifth consecutive year, the Company achieved a
record level of nuclear generation, exceeding the 1997 level by 2.1 percent. The
Committee noted that during this same period, annual operating and maintenance
costs were reduced by 33 percent. The Committee took into account the success of
the Company in dealing with important regulatory issues at the state and federal
levels. The Committee considered the fact that the leadership provided by Mr.
Cavanaugh contributed significantly to the Company's success in achieving
corporate goals, implementing strategic initiatives, achieving national
leadership in the fields of nuclear power and electric utility operations,
focusing on leadership development and succession planning, implementing
programs designed to enhance the diversity of the Company's work force,
improving customer and community relations and supporting the economic growth
and quality of life in the Company's service area.
Committee on Organization and
Compensation
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Charles W. Coker, Chairman
Edwin B. Borden
Robert L. Jones
William O. McCoy
J. Tylee Wilson
23
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PERFORMANCE GRAPH
The following line graph compares the yearly percentage change in the
Company's cumulative total shareholder return on its Common Stock with the
cumulative total return of the Standard & Poor's 500 Stock Index and the
Standard & Poor's Electric Index.
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN*
AMONG CAROLINA POWER & LIGHT COMPANY, S&P 500 STOCK INDEX
AND S&P ELECTRIC INDEX
<TABLE>
<CAPTION>
Measurement Period Company
(Fiscal year covered) Common Stock S&P Electric Index S&P 500 Index
<S> <C> <C> <C>
1993 $ 100 $ 100 $ 100
1994 $ 94 $ 87 $ 101
1995 $ 130 $ 114 $ 139
1996 $ 145 $ 114 $ 171
1997 $ 177 $ 143 $ 228
1998 $ 205 $ 166 $ 294
</TABLE>
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* $100 invested on 12/31/93 in Stock or Index
Including reinvestment of dividends
Fiscal Year Ending December 31
24
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RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANTS
The firm of Deloitte & Touche LLP has been selected by the Board of
Directors to serve as independent public accountants for the Company for the
current year, having served in that capacity since 1930. A representative of
Deloitte & Touche LLP will be present at the Annual Meeting of Shareholders,
will have the opportunity to make a statement and will be available to respond
to appropriate questions.
FINANCIAL STATEMENTS
The Company's 1998 Annual Report, which includes financial statements for
the fiscal years ended December 31, 1998, and 1997, together with related notes,
audited statements of income and changes in financial position for the three
most recent years, and the report of Deloitte & Touche LLP, independent public
accountants, was mailed to shareholders of record as of the close of business on
March 5, 1999.
FUTURE SHAREHOLDER PROPOSALS
Shareholder proposals submitted for inclusion in the proxy statement for the
Company's 2000 Annual Meeting must be received no later than December 2, 1999 at
the Company's principal executive offices, addressed to the attention of:
William D. Johnson
Senior Vice President and Corporate Secretary
Carolina Power & Light Company
Post Office Box 1551
Raleigh, North Carolina 27602-1551
Any other proposal which a shareholder desires to be presented for action at
an Annual Meeting must be received by the Secretary of the Company no later than
the close of business on the 60(th) day prior to the first anniversary of the
immediately preceding year's annual meeting. The proposal must include a brief
description of the business desired to be brought before the meeting, the
shareholder's name and address, the class and number of shares owned by the
shareholder and disclosure of any material interest the shareholder may have in
the matter proposed.
OTHER BUSINESS
The Board of Directors does not intend to bring any business before the
meeting other than that stated in this Proxy Statement. The Board knows of no
other matter to come before the meeting. If other matters are properly brought
before the meeting, it is the intention of the Board of Directors that the
persons named in the enclosed Proxy will vote on such matters pursuant to the
Proxy in accordance with their best judgment.
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[MAP]
Map showing the location of the Company's 1999 Annual Shareholders' Meeting to
be held at the Sheraton Capital Center Hotel in Raleigh, NC appears here.
<PAGE>
CAROLINA POWER & LIGHT COMPANY
411 Fayetteville Street, Raleigh, North Carolina 27601
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF THE COMPANY
PROXY. The undersigned hereby appoints Sherwood H. Smith, Jr. and William
Cavanaugh III, and each of them, as Proxies, with full power of substitution,
to vote the shares of stock of Carolina Power & Light Company registered in
the name of the undersigned, or which the undersigned has the power to vote,
at the Annual Meeting of Shareholders of the Company to be held Wednesday,
Mary 12, 1999, at 10:00 a.m., and at any adjournment thereof, for the
election of directors, and upon other matters properly brought before the
meeting. The undersigned acknowledges receipt of the notice of said Annual
Meeting and the Proxy Statement.
THIS PROXY WILL BE VOTED AS DIRECTED HEREIN BY THE UNDERSIGNED
SHAREHOLDER(S). UNLESS OTHERWISE SPECIFIED, IT WILL BE VOTED FOR THE ELECTION
OF DIRECTORS AS SET FORTH IN THE PROXY STATEMENT. THE NOMINEES FOR DIRECTOR
ARE: L. BAKER, J. MULLIN, W. MCCOY, S. SMITH AND J. WILSON, IF ANY DIRECTOR
BECOMES UNAVAILABLE, THE PROXIES WILL VOTE FOR A SUBSTITUTE DESIGNATED BY THE
BOARD.
- ------------------------------------------------------------------------------
PLEASE VOTE, DATE AND SIGN ON REVERSE AND RETURN PROMPTLY IN THE ENCLOSED
ENVELOPE.
- ------------------------------------------------------------------------------
NOTE: Please sign exactly as name(s) appear(s) hereon. When signing as
attorney, executor, administrator, trustee or guardian, or as custodian for a
minor, please give full title as such. If a corporation, please have signed
in full corporate name by any authorized officer, giving full title. If a
partnership, sign in full partnership name by an authorized person, giving
full title.
- ------------------------------------------------------------------------------
HAS YOUR ADDRESS CHANGED? COMPLETE BELOW.
NEW ADDRESS:
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
<PAGE>
<TABLE>
<S> <C>
PLEASE MARK VOTES
/X/ AS IN THIS EXAMPLE
Directors Recommend Vote FOR
- -------------------------------------------------- ------------------------
1. ELECTION OF DIRECTORS AS SET FORTH IN
CAROLINA POWER & LIGHT COMPANY THE PROXY STATEMENT.
For All With- For All
- -------------------------------------------------- NOMINEES: Nominees hold Except
L. BAKER
MARK BOX AT RIGHT IF AN ADDRESS CHANGE HAS / / J. MULLIN / / / / / /
BEEN NOTED ON THE REVERSE SIDE OF THIS CARD. W. MCCOY
S. SMITH
J. WILSON
NOTE: IF YOU DO NOT WISH YOUR SHARES VOTED "FOR" A
PARTICULAR NOMINEE, MARK THE "FOR ALL EXCEPT" BOX AND
STRIKE A LINE THROUGH THE NAME(S) OF THE NOMINEE(S).
YOUR SHARES WILL BE VOTED FOR THE REMAINING NOMINEE(S).
2. IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE
UPON SUCH OTHER BUSINESS THAT IS PROPERLY BROUGHT BEFORE
THE MEETING OR ANY ADJOURNMENT THEREOF.
Please be sure to sign and date this Proxy. Date
- -------------------------------------------------------------
- -------------------------------------------------------------
Shareholder sign here Co-owner sign here
</TABLE>
