SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE
ACT OF 1934
Filed by the Registrant [X]
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[_] Preliminary Proxy Statement [_] Confidential, for Use of the
Commission Only (as permitted by
[_] Definitive Proxy Statement Rule 14a-6(e)(2))
[X] Definitive Additional Materials
[_] Soliciting Material Pursuant to (S)240.14a-11(c) or (S)240.14a-12
COMPASS BANCSHARES, INC.
------------------------------------------------
(Name of Registrant as Specified In Its Charter)
COMPASS BANCSHARES, INC.
------------------------------------------
(Name of Person(s) Filing Proxy Statement)
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Notes:
<PAGE>
Institutional Shareholder Services, Inc.
Proxy Analysis:
COMPASS BANCSHARES, INC.
CBSS (OTC)
PROXY CONTEST: April 11, 1995
RECORD DATE: March 8, 1995
SECURITY ID: 20449H109 (CUSIP)
MEETING AGENDA
ITEM CODE MANAGEMENT PROPOSALS (WHITE CARD) MGT. REC. ISS REC.
1 MB01 Elect Directors For FOR
2 MR01 Ratify Auditors For FOR
SHAREHOLDER PROPOSALS
3 SG99 Approve Third Party Offers to None AGAINST
Acquire the Corporation
4 SG44 Proposal Concerning Executive None AGAINST
Compensation
<PAGE>
INSTITUTIONAL SHAREHOLDER SERVICES, INC. PAGE 2
MEETING AGENDA
ITEM CODE DISSIDENT PROPOSALS (BLUE CARD) REC. ISS REC.
1 MB01 Elect Directors For AGAINST
2 SG99 Approve Third Party Offers to For AGAINST
Acquire the Corporation
3 SG44 Proposal Concerning Executive For AGAINST
Compensation
4 MR01 Ratify Auditors For FOR
<PAGE>
INSTITUTIONAL SHAREHOLDER SERVICES, INC. PAGE 3
FINANCIAL SUMMARY
INCOME STATEMENT SUMMARY ($ in millions except per share data)
1992 1993 1994 ACG*
Net Sales $642.02 $631.10 $663.36 1.6%
Net Inc. (Cont. Ops.) 76.00 89.72 99.67 14.5%
EPS (Primary) 2.01 2.37 2.68 15.5%
Dividends per share 0.67 0.76 0.92 17.2%
________________________
* Annual Compound Growth
Fiscal Year Ended: December 31
Source: Standard & Poor's Compustat Services, Inc.
PERFORMANCE SUMMARY
1-Year 3-Year 5-Year
Total shareholder returns, company 23.6% 13.3% 27.7%
Total shareholder returns, index 6.7% 10.3% 13.6%
Total shareholder returns, peer group -0.7% 17.8% 8.6%
________________________
Source: ISS, Returns calculated as of analysis date
BUSINESS: Financial services provider
ACCOUNTANTS: KPMG Peat Marwick LLP
<PAGE>
INSTITUTIONAL SHAREHOLDER SERVICES, INC. PAGE 4
CORPORATE GOVERNANCE PROFILE
GOVERNANCE PROVISIONS
(State Statute) Labor contract provisions
(State Statute) Three-year freezeout provision
Classified board
Blank check preferred stock
Supermajority (80%) shareholder vote required to approve certain
business combinations (Charter)
Fair price provisions with supermajority (95%) shareholder vote
requirement (Charter)
Supermajority shareholder vote required to remove directors without
cause (Charter)
Stakeholder provision (Charter)
No shareholder right to call a special meeting
Restrictions on shareholder right to act by written consent (unanimous)
(Charter)
Supermajority shareholder vote required to amend bylaws (Bylaw)
Supermajority shareholder vote required to amend certain charter
provisions (Charter)
GOVERNANCE MILESTONES
None
SEVERANCE AGREEMENTS
Golden parachute executive severance agreements triggered by a change
in control
Change-in-control provisions in executive stock option or other
compensation plans
<PAGE>
INSTITUTIONAL SHAREHOLDER SERVICES, INC. PAGE 5
DIRECTOR PROFILES
Name Status Term Director Shares Shares
Ends Since Owned Under
Option (1)
MANAGEMENT NOMINEES
Charles W. Daniel (2) O 1998 1982 197,445
President, Dantract,
Inc.
George W. Hansberry O 1998 N/A 15,214
Physician
D. Paul Jones, Jr. I 1998 1978 499,653 13,258
Chairman, President, and
CEO,
Compass Bancshares, Inc.
DISSIDENT NOMINEES
James R. Hays (3,4) A 1998 N/A 70,503
President and CEO,
Huntsville Center, Inc.
David P. Henderson O 1998 N/A 43,454
President and CEO,
Wittichen Supply Co.
Wendell H. Taylor, Sr. A 1998 N/A 342,263
(5,6)
President, Taylor Realty
Co.
CONTINUING DIRECTORS
Harry B. Brock, Jr. (7) A 1997 1970 789,829
Former Chairman, CEO,
and Treasurer,
Compass Bancshares, Inc.
(Continued next page)
<PAGE>
INSTITUTIONAL SHAREHOLDER SERVICES, INC. PAGE 6
DIRECTOR PROFILES
Name Status Term Director Shares Shares
Ends Since Owned Under
Option (1)
Stanley M. Brock (8) A 1997 1990 171,866
Attorney
William Eugene Davenport O 1996 1993 20,121
President and COO,
Russell Lands, Inc.
Garry N. Drummond, Sr. O 1997 1991 64,872
CEO, Drummond Co., Inc.
Marshall Durbin, Jr. O 1996 1971 591,407
President,
Marshall Durbin & Co.,
Inc.
Tranum Fitzpatrick (9) A 1996 1989 148,447
Chairman, Guilford Co.,
Inc.
Goodwin L. Myrick O 1996 1988 915,104
President and Chairman,
Alabama Farmers
Federation and Alfa
Corp.
John S. Stein O 1996 1989 43,758
President and CEO,
Golden Enterprises, Inc.
<PAGE>
INSTITUTIONAL SHAREHOLDER SERVICES, INC. PAGE 7
BOARD SUMMARY
Insiders Affiliated Independent
Outsiders Outsiders
Full Board 1 3 7
Audit Committee 0 0 3
Compensation Committee 0 0 3
Nominating Committee 0 0 0
Classified board: Yes CEO as chairman: Yes
Current nominees: 3 Retired CEO on board: Yes
OWNERSHIP INFORMATION
Stock Ownership Total Type of Shares Votes Shares
Voting per Outstanding
Power Share
Officers & Directors 11.7% Common stock 1.00 36,977,786
Employees 7.32%
Institutions 30.04%
________________________
Sources: Proxy Statement, CDA Investment Technologies
<PAGE>
INSTITUTIONAL SHAREHOLDER SERVICES, INC. PAGE 8
Note: Officers and directors beneficially own 11.7 percent of the
company's outstanding common stock. Members of Harry Brock, Jr.'s
committee, the Committee to Maximize Shareholder Value, beneficially
own 8.49 percent of the company's outstanding common stock. Note,
however, that out of that 8.49 percent beneficial ownership, Mr. Brock
disclaims beneficial ownership of 960,048 shares owned by the Daniel
Foundation. Management has been informed that the Daniel Foundation
has voted its shares for management's nominees.
BACKGROUND
In late January 1995, Mr. Brock, retired chairman of the board and CEO
of Compass Bancshares, Inc., announced his intention to run three
candidates in opposition to the current slate of nominees for election
as directors at the company's annual meeting. Mr. Brock's actions
came after a majority of Compass's board rejected First Union's offer
to purchase Compass for approximately $30.70 in First Union's common
stock. At the time of the offer, Compass shares were trading at
between $22.00 and $23.75 per share. Mr. Brock solicited that offer,
acting independently of the board of directors. If elected, Mr.
Brock's nominees would support his efforts to merge the company, and
he notes, "If our directors are elected, I expect to be successful in
negotiating a merger with a bigger partner."
Mr. Brock's solicitation brings about an interesting situation for
shareholders. As the founder of the bank, mentor to most of its
current management, and long-time friend to most of the directors, the
fact that his actions are contrary to the wishes of the majority of
the board has caught shareholders by surprise. Further, this
represents a foreign setting for most proxy contests, as Compass is a
solid company with impressive historical financial performance and
excellent returns to shareholders. In what has become a bitter
contest, Mr. Brock has accused Compass management of inflating its
financials to garner lucrative bonuses and has also accused the board
of directors of violating its fiduciary duties by rejecting First
Union's merger proposal without fully considering the offer solicited
by Mr. Brock. Mr. Brock claims his actions are not a "desperate grab
for power," as some of the board members have labeled them, but are
intended to improve shareholder value to take advantage of what he
sees as an opportune time to sell Compass to a bigger, national
banking institution.
Some analysts agree with Mr. Brock's timing. In an article in
American Banker dated Feb. 17, 1995, Goldman Sachs Managing Director
J. Christopher Flowers indicated that periods of low stock prices may,
in fact, aid bank mergers. Mr. Flowers stated: "Ironically, a period
of low stock prices is generally an excellent time to sell if the
seller's focus is not so much on the dollar price achieved, but rather
on the exchange ratio of the buyer's stock they receive." This
coincides with Mr. Brock's position that now is the time to sell the
bank in a
<PAGE>
INSTITUTIONAL SHAREHOLDER SERVICES, INC. PAGE 9
tax-free pooling of interests transaction such as the one
proposed by First Union, as the exchange ratios would be higher in
this period when bank stocks are somewhat depressed. The position is
based on the fact that the acquirer's stock is somewhat undervalued
and stands to appreciate significantly in the future. Thus, the
shareholders of the company being acquired would benefit from the
potential appreciation of the acquirer's stock after the merger
agreement has been completed.
Compass retained CS First Boston as its financial advisor. After
review of the First Union proposal and the company's strategic
alternatives, First Boston concluded that at that point, Compass and
its shareholders would be better off following the company's three-
year strategic plan rather than trying to merge or sell to a larger
institution. D. Paul Jones, CEO of Compass, told ISS that Mr. Brock
approached him in early September 1994 with the idea of merging the
bank. Mr. Jones indicated that he did not agree with Mr. Brock and
informed him that the decision to merge the bank rested with the board
and not an individual director. Mr. Brock then approached each
director individually to inform him of his plan. At a board meeting
held on Oct. 17, 1994, Mr. Brock submitted his proposal from First
Union for discussion. The majority of the board deemed Mr. Brock's
solicitation on behalf of Compass unauthorized and concluded that the
board should not meet with First Union under the circumstances.
Despite the fact that he is a founder and former CEO of Compass, and
is currently a director of the company, Mr. Brock maintains that he
approached the potential merger partners as an "individual
shareholder," not as a representative of Compass or the board. A
majority of the Compass board rejected the merger proposal, First
Union was informed that the bank was not for sale, and was then asked
to withdraw its proposal. Two days later, Mr. Brock submitted copies
of the offer from First Union to the board, and the board later
retained First Boston to review the proposal and the company's
strategic alternatives.
Prior to the conclusion of board's review process, Mr. Brock announced
his intention to commence a proxy fight at Compass and later formed
his Committee to Maximize Shareholder Value, consisting of Mr. Brock,
his son Stanley Brock, who is also a Compass director, Red Leach, a
director who will retire at the annual meeting because he has reached
the mandatory retirement age instituted by the Compass board, and
Tripp Leach, Red Leach's son. The Committee also includes John Israel,
Jr., a former director of the company.
Despite what we believe was a disruptive and unauthorized attempt to
merge the company by Mr. Brock, he has raised some interesting points
regarding Compass's performance for fiscal 1994. The company reported
an increase in net income of 11 percent over net income in 1993.
However, the company's net interest income increased only one percent
as margins decreased with the increase in interest rates during the
year. Further, noninterest income decreased 17 percent during the
year. At the same time, the company reduced loan loss provisions by
91 percent, from $36.3 million to $3.4 million. That
<PAGE>
INSTITUTIONAL SHAREHOLDER SERVICES, INC. PAGE 10
reduction was then added to net income to produce the record earnings posted
by management. Management notes that the reduction in loan loss
provisions makes sense given the reduction in nonperforming assets
during the period and the company's high relative loan loss reserves.
Note that despite Mr. Brock's concerns, the company's financial
statements have been audited and were found to be in accordance with
generally accepted accounting principles.
Regardless, Compass's financial performance has been exemplary over
the past five years as the average return to shareholders has been
more than 25 percent on an annually compounded basis. Additionally,
since 1989, Compass has grown from a $4.5 billion bank with more than
95 percent of its assets in Alabama into a $9.5 billion multi-state
bank holding company. For the five-year period from 1989 to 1994,
compound annual growth rates for shareholders' equity, earnings per
share, and dividends per share were 14.34 percent, 15.57 percent, and
12.5 percent, respectively. Earnings per share were $2.68 in fiscal
1994, and Zack's Earnings Estimates service has projected earnings of
$3.06 per share for 1995. Clearly, management has been doing a
superior job at Compass and the board has indicated that it remains
open to considering sale and merger proposals if and when it makes
sense. After consultation with its financial advisors, a majority of
the board has taken the position that now is not the time to pursue
such matters because the bank cannot maximize shareholder value by
rushing to sell in a market with few active acquirers.
In our discussion with Mr. Brock, he indicated that he solicited
proposals from several large banking institutions and received a
proposal from First Union only. This supports management's view that
the banking environment is presently such that there will not be
interest from multiple banking institutions that could increase the
value of a merger to Compass shareholders. Given Compass's
outstanding performance relative to its peers, we believe management
has chosen the right path by pursuing its strategic three-year plan
and keeping consideration for business combinations open. According
to Mr. Jones, Compass's significant presence in Texas provides an in-
route to that state, which will become more valuable to a potential
acquirer as the company continues to grow. He also indicated that
Compass was one of the only small banking institutions to have a major
position in Texas, which makes it an attractive merger partner for a
larger institution with no significant position in that state.
Therefore, he concludes that when the banking environment improves,
there will be more interest in Compass as a merger partner, and
shareholders will benefit greatly from that interest. Until then, he
believes, Compass should stay on its present strategic course to
improve the banks performance.
We agree with management. Mr. Brock's actions do not make sense at
this point. Because of the regulatory environment surrounding banking
mergers, it would be preferable to have all parties working to form a
friendly merger agreement. To accomplish those goals, the board
should agree to consider looking into alternatives, retain an
investment banker
<PAGE>
INSTITUTIONAL SHAREHOLDER SERVICES, INC. PAGE 11
to evaluate all possible transactions, and then
consider proposals from potential acquirers or merger partners.
According to Mr. Brock, he determined what he thought was an
appropriate exchange ratio for the bank's shares and solicited
proposals from larger banking institutions based on that ratio. Only
after he received a proposal did he present it to the board as a
whole. We believe that can only bring dissent upon the board and
represents the actions of an individual director and not the board
acting as a unit to pursue a business combination. Further, Compass's
board is filled with long-standing directors, all but one of whom were
selected by Mr. Brock himself; a majority of those directors have
publicly opposed Mr. Brock's actions. We believe the current banking
environment, with its lower bank and thrift stock prices which were
sparked by investor fears of sinking margins due to increased interest
rates, may not be condusive to garnering wide-spread interest in an
acquisition. Given the company's outstanding performance during the
five years since Mr. Jones assumed the day-to-day operations of
Compass and the projected future performance of Compass, we believe
the board's decisions to reject the independent actions of Mr. Brock
and his solicitation of proposals to merge the company were warranted.
ITEM 1: ELECT DIRECTORS
Compass classifies its 11 directors into three director classes. This
proposal seeks election of three directors for three-year terms
expiring in 1998. George Hansberry is a new director nominee.
The full board comprises one insider, three affiliated outsiders, and
seven independent outsiders. The Audit Committee comprises one
independent outsider. The Compensation Committee comprises two
independent outsiders. There is no standing nominating committee.
ISS prefers that companies establish a separate nominating committee.
One of the events leading to the current proxy contest was a proposal
from Mr. Brock to create a nominating committee at Compass. The
proposal was approved by the board, and a nominating committee that
included Mr. Brock was established in June 1994. The committee was
disbanded in August 1994 after Mr. Jones requested that Mr. Brock
withdraw his proposal. According to Mr. Jones, the proposal by Mr.
Brock showed a lack of faith in his abilities and was his first step
towards his plan of merging the company with a larger institution.
However, we applaud the independent nature of the two board
committees, which include no insiders or affiliated outsiders.
We recommend that shareholders vote FOR the Compass directors on the
WHITE proxy card. We recommend that you discard the BLUE proxy card
provided by Mr. Brock.
<PAGE>
INSTITUTIONAL SHAREHOLDER SERVICES, INC. PAGE 12
ITEM 2: RATIFY AUDITORS
The board recommends that KPMG Peat Marwick LLP be approved as the
company's independent accounting firm for the coming year. Note that
the auditors' report contained in the annual report is unqualified,
meaning that in the opinion of the auditor, the company's financial
statements are fairly presented in accordance with generally accepted
accounting principles.
We recommend a vote FOR the auditors.
SHAREHOLDER PROPOSALS
ITEM 3: APPROVE THIRD PARTY OFFERS TO ACQUIRE THE CORPORATION
This proposal was submitted by Mr. Brock, former chairman and CEO of
Compass and the head of the Committee to Maximize Shareholder Value.
Mr. Brock has proposed amending the corporation's bylaws to provide
that, within ten days of receipt of a proposal for the purchase of the
assets or stock of the corporation or for its merger, the corporation
shall mail to each shareholder the details of the proposal if it meets
the following criteria:
if it is for cash and is not less than 1.25 times the book value of
the common stock of Compass, as the date of its last audited financial
statement; or
if the proposal is for the offerer's stock and:
1) the average return on the offerer's equity was at least 12
percent in each of the three preceding fiscal years;
2) the offerer's net earnings increased at least ten percent in
each of the three preceding fiscal years;
3) the shareholders' equity of the offerer is at least twice that
of Compass;
4) the aggregate book value of the shares to be issued by the
offerer is not less than the aggregate book value of the shares
of Compass to be exchanged;
5) the indicated dividends payable by the offerer on securities
to be issued to shareholders of Compass is not less than dividends
paid by Compass; and
6) the aggregate market value of the securities to be issued by
the offerer is not less than the aggregate market value of the shares
of Compass to be exchanged.
<PAGE>
INSTITUTIONAL SHAREHOLDER SERVICES, INC. PAGE 13
Mr. Brock's proposal comes on the heels of the board's rejection of
the First Union offer to purchase Compass. The board has not taken a
position on this proposal. When we asked Mr. Jones why the board had
not taken a position, he indicated that if shareholders wanted to
implement this bylaw amendment, the board would. Interestingly, Mr.
Jones points out that the First Union proposal brought to the board by
Mr. Brock does not meet the first two criteria of this proposal.
First Union did not achieve ROE of 12 percent for each of the last
three years and did not have a ten-percent increase in earnings per
share in each of the last three years.
Management's response to the proposal is that the board will continue
to carry out its fiduciary duties in the best interests of the
corporation and its shareholders and, whether or not the proposal is
adopted, will continue to do so with respect to any offers to acquire
the corporation.
We believe shareholders should have the right to evaluate bona fide
merger proposals presented to the board after the board has evaluated
each and made a recommendation regarding what they believe is in the
best interests of shareholders. However, we believe this proposal may
impedes on the board's responsibilities to the shareholders and falls
into the realm of micromanagement of the company. The directors of
the company must retain the responsibility to evaluate all bona fide
offers presented to the board, to hire investment bankers to review
offers as needed and to decide which alternative is in the best
interests of shareholders. By forcing the board to present all offers
that meet Mr. Brock's criteria, bona fide or not, we believe the
proposal undermines the board's responsibilities, would create undue
costs for the company, and could put the company at a competitive
disadvantage through such disclosures.
We recommend a vote AGAINST Item 3.
ITEM 4: PROPOSAL CONCERNING EXECUTIVE COMPENSATION
This proposal was submitted by Mr. Leach, a director of the company
and member of Mr. Brock's Committee to Maximize Shareholder Value.
Note that Mr. Leach has reached the mandatory retirement age for
directors and will not be a member of the board after this year's
annual meeting The proposal would require that the board amend the
bylaws to give shareholders the right to approve the agreements with
principal officers of the company that entail the following:
<PAGE>
INSTITUTIONAL SHAREHOLDER SERVICES, INC. PAGE 14
any employment contract in excess of one year;
any golden parachute agreement providing for payments in excess of
one year's salary;
any nonqualified stock option agreement;
any nonqualified supplemental retirement plan;
any plan or agreement providing for post-retirement benefits or post-
employment compensation greater than the amount that would be payable
under plans and agreements in effect as of the date of the adoption of
this amendment.
While it is prudent to secure approval for some aspects of executive
compensation, this proposal goes too far. By requiring shareholder
approval of all employment contracts in excess of one year, or any of
the above items, management could place itself at a competitive
disadvantage by disclosing the terms of individual executive
employment agreements needed to attract and retain executive officers.
Additionally, management needs the flexibility to make offers to
attract individuals to the company without having to solicit
shareholder response to those offers that would take substantial time
and be prohibitively expensive. Note that management has not taken a
position with regard to this proposal, but has indicated that if
shareholders vote to approve the proposal, it will be implemented.
Regardless, the board will continue to take appropriate action to
ensure the availability of competent management employees.
We recommend a vote AGAINST Item 4.
_________________________
Compass Bancshares, Inc.
15 South 20th St.
Birmingham, AL 35233
(205) 933-3000
COMPANY SOLICITOR: Morrow & Co. (800) 634-4458
DISSIDENT SOLICITOR: Georgeson & Co. (800) 223-2064
SHAREHOLDER PROPOSAL DEADLINE: November 1, 1995
<PAGE>
INSTITUTIONAL SHAREHOLDER SERVICES, INC. PAGE 15
This proxy analysis has not been submitted to, or received approval
from, the Securities and Exchange Commission. While ISS exercised due
care in compiling this analysis, we make no warranty, express or
implied, regarding the accuracy, completeness or usefulness of this
information and assume no liability with respect to the consequences
of relying on this information for investment or other purposes.
ENDNOTES
1. Includes all exercisable option shares for each director.
2. This amount does not include 960,048 shares owned by The Daniel
Foundation of Alabama, of which Charles Daniel serves as a director.
Mr. Daniel disclaims beneficial ownership to these shares. Source:
Compass Bancshares, Inc., 1995 Proxy Statement,
p. 7.
3. Certain affiliates of James Hays are indebted to a subsidiary of
the company for loans related to real estate development activities.
Source: Committee to Maximize Shareholder Value of Compass Banchares,
Inc., 1995 Proxy Statement, p. 6.
4. This amount does not include 20,726 shares owned by James Hays's
child. Mr. Hays disclaims beneficial ownership to these shares.
Source: Committee to Maximize Shareholder Value of Compass Banchares,
Inc., 1995 Proxy Statement, p. 3.
5. Wendell Taylor, Sr., and certain affiliates are indebted to a
subsidiary of the company for loans related to real estate development
activities. Source: Committee to Maximize Shareholder Value of
Compass Banchares, Inc., 1995 Proxy Statement, p. 6.
6. This amount does not include 158,139 shares owned by Wendell
Taylor, Sr.'s, children and grandchildren. Source: Committee to
Maximize Shareholder Value of Compass Banchares, Inc., 1995 Proxy
Statement, p. 4.
7. This amount excludes 225,579 and 960,048 shares owned by The Brock
Foundation and The Daniel Foundation of Alabama, respectively, both of
which Harry Brock, Jr., serves as a director. Mr. Brock disclaims
beneficial ownership to these shares. Source: Compass Bancshares,
Inc., 1995 Proxy Statement, p. 8.
8. Balch & Bingham provides legal services to the company and its
subsidiaries. Stanley Brock was a member of that firm until Jan. 27,
1995. Source: Compass Bancshares, Inc., 1995 Proxy Statement, p. 21.
9. The company is a limited partner of Guilford Affordable Housing
Fund I, Ltd. Tranum Fitzpatrick is president of Guilford Capital
Corp., which is a general partner of Guilford Affordable Housing Fund
I, Ltd. Source: Compass Banchares, Inc., 1995 Proxy Statement, p. 20.
Compass Bancshares, Inc. March 24, 1995
Copyright 1995, Institutional Shareholder Services, Inc.
Peter R. Gleason, Senior Analyst Phone: 301/718-2255
<PAGE>
INSTITUTIONAL SHAREHOLDER SERVICES, INC. PAGE 16
Vote Record Form:
COMPASS BANCSHARES, INC.
CBSS (OTC)
PROXY CONTEST: April 11, 1995 RECORD DATE: March 8, 1995
ACCOUNT ID CODE: SHARES HELD ON RECORD DATE:
SHARES VOTED: DATE VOTED:
MEETING AGENDA
ITEM CODE MANAGEMENT PROPOSALS (WHITE CARD) MGT. REC. ISS REC.
1 MB01 Elect Directors For FOR
2 MR01 Ratify Auditors For FOR
SHAREHOLDER PROPOSALS
3 SG99 Approve Third Party Offers to None AGAINST
Acquire the Corporation
4 SG44 Proposal Concerning Executive None AGAINST
Compensation
<PAGE>
INSTITUTIONAL SHAREHOLDER SERVICES, INC. PAGE 17
MEETING AGENDA
ITEM CODE DISSIDENT PROPOSALS (BLUE CARD) REC. ISS REC.
1 MB01 Elect Directors For AGAINST
2 SG99 Approve Third Party Offers to For AGAINST
Acquire the Corporation
3 SG44 Proposal Concerning Executive For AGAINST
Compensation
4 MR01 Ratify Auditors For FOR
