<PAGE>
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a party other than the registrant [ ]
Check the appropriate box:
[ ] Preliminary proxy statement
[X] Definitive proxy statement
[ ] Definitive additional materials
[ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
CT Communications, Inc.
(Name of Registrant as Specified in Its Charter)
CT Communications, Inc.
(Name of Person(s) Filing Proxy Statement)
Payment of filing fee (Check the appropriate box):
[X] $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2).
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transactions applies:
(3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11:
(4) Proposed maximum aggregate value of transaction:
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the form or schedule and the date of its filing.
(1) Amount previously paid:
(2) Form, schedule or registration statement no.:
(3) Filing party:
(4) Date filed:
<PAGE>
CT COMMUNICATIONS, INC.
68 Cabarrus Avenue East
Concord, North Carolina 28025
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON APRIL 25, 1996
TO THE HOLDERS OF CLASS B NONVOTING COMMON STOCK:
The Annual Meeting of Shareholders of CT Communications, Inc. (the
"Corporation") will be held at the Corporation's Main Office Building, located
at 68 Cabarrus Avenue East in Concord, North Carolina, on Thursday, April 25,
1996, at 9:00 a.m., for the following purposes:
1. To elect seven directors for terms expiring in 1997;
2. To consider and vote upon a proposal to approve the adoption of the
Corporation's 1996 Director Compensation Plan;
3. To consider and vote upon a proposal to amend the Corporation's
Articles of Incorporation to increase the number of shares of Voting Common
Stock authorized for issuance from 100,000 to 3,000,000 and to increase the
number of shares of Class B Nonvoting Common Stock authorized for issuance
from 700,000 to 15,000,000; and
4. To transact such other business as may properly come before the
meeting or any adjournment or adjournments thereof.
Pursuant to the provisions of the North Carolina Business Corporation Act,
all of the holders of the Corporation's Voting Common Stock and Class B
Nonvoting Common Stock are entitled to notice of the Annual Meeting. HOLDERS OF
THE CLASS B NONVOTING COMMON STOCK, HOWEVER, ARE ENTITLED TO VOTE ONLY WITH
REGARD TO THE PROPOSED AMENDMENT TO THE CORPORATION'S ARTICLES OF INCORPORATION
TO INCREASE THE NUMBER OF SHARES OF VOTING COMMON STOCK AND OF CLASS B NONVOTING
COMMON STOCK AUTHORIZED FOR ISSUANCE. Holders of Voting Common Stock are
entitled to vote with regard to all matters to be considered at the Annual
Meeting.
March 1, 1996 has been fixed as the record date for the determination of
shareholders entitled to notice of and, as applicable, to vote at the Annual
Meeting and, accordingly, only holders of Voting Common Stock and Class B
Nonvoting Common Stock of record at the close of business on that date will be
entitled to notice of and to vote at such meeting and at any adjournment or
adjournments thereof.
You are cordially invited to attend the meeting. Whether or not you plan to
attend, please sign, date and return the accompanying proxy promptly so that
your shares may be represented and voted at the meeting. A return envelope is
enclosed for your convenience.
By order of the Board of Directors
BARRY R. RUBENS
SECRETARY
March 18, 1996
<PAGE>
CT COMMUNICATIONS, INC.
68 Cabarrus Avenue East
Concord, North Carolina 28025
PROXY STATEMENT
1996 Annual Meeting of Shareholders
to be held on April 25, 1996
This proxy statement, first mailed or delivered to holders of the
Corporation's Class B Nonvoting Common Stock (the "Class B Common Stock") on or
about March 18, 1996, is furnished in connection with the solicitation by the
Board of Directors of CT Communications, Inc. (the "Corporation") of proxies for
the Annual Meeting of Shareholders of the Corporation to be held on April 25,
1996 at 9:00 a.m. at the Corporation's Main Office Building, located at 68
Cabarrus Avenue East in Concord, North Carolina, and at any adjournment or
adjournments thereof (the "Annual Meeting"). The principal executive offices of
the Corporation are located at 68 Cabarrus Avenue East, Concord, North Carolina
28025. The Corporation's telephone number is (704) 782-7000. The Corporation
owns all of the outstanding capital stock of The Concord Telephone Company,
Concord Telephone Long Distance Company, CT Cellular, Inc., Carolina Personal
Communications, Inc. and CT Wireless Cable, Inc.
The accompanying form of proxy is for use at the Annual Meeting by holders
of the Class B Common Stock if such shareholders either will be unable to attend
in person or will attend but wish to vote by proxy. The proxy may be revoked in
writing by the person giving it at any time before it is exercised by notice to
the Secretary of the Corporation or by submitting a proxy having a later date,
or it may be revoked by such person appearing at the Annual Meeting and electing
to vote in person.
The following matters will be considered at the Annual Meeting, and each
matter may be voted on by the holders of the Corporation's Voting Common Stock
(the "Class A Common Stock"): (i) electing seven directors of the Corporation
for terms expiring in 1997, (ii) approving the Corporation's 1996 Director
Compensation Plan, (iii) approving an amendment to the Corporation's Articles of
Incorporation to increase the number of shares of Class A Common Stock
authorized for issuance from 100,000 to 3,000,000 and to increase the number of
shares of Class B Common Stock authorized for issuance from 700,000 to
15,000,000 (the "Amendment"), and (iv) such other business matters as may
properly come before the Annual Meeting or any adjournment or adjournments
thereof.
HOLDERS OF THE CLASS B COMMON STOCK ARE ENTITLED TO VOTE ONLY WITH REGARD
TO THE PROPOSED AMENDMENT TO THE CORPORATION'S ARTICLES OF INCORPORATION TO
INCREASE THE NUMBER OF SHARES OF CLASS A COMMON STOCK AND CLASS B COMMON STOCK
AUTHORIZED FOR ISSUANCE. Holders of Class B Common Stock are not entitled to
vote with regard to the election of directors, the approval of the Corporation's
1996 Director Compensation Plan or such other business matters as may come
before the Annual Meeting. All shares of the Class B Common Stock represented by
valid proxies (the "Class B Proxies") received pursuant to this solicitation,
and not revoked before they are exercised, will be voted in the manner specified
therein. Where specifications are not made, Class B Proxies will be voted in
favor of the Amendment.
The entire cost of soliciting these proxies will be borne by the
Corporation. In following up the original solicitation of the proxies by mail,
the Corporation will request brokers and others, if any, to send proxies and
proxy material to the beneficial owners of the Common Stock and will reimburse
them for their expenses in so doing. If necessary, the Corporation may also use
one or more of its regular employees, who will not be specially compensated
therefor, to solicit proxies from the shareholders, either in person, by
telephone or by mail.
Pursuant to the provisions of the North Carolina Business Corporation Act,
as amended (the "Business Corporation Act"), March 1, 1996 has been fixed as the
record date in connection with the Annual Meeting and, accordingly, only holders
of the 75,673 outstanding shares of Class A Common Stock and the 419,279
outstanding shares of Class B 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
(subject to the Class B Common Stock voting restrictions set forth herein). Each
share of Class A Common Stock is entitled to one vote on each of the matters to
be voted upon at the Annual Meeting. Each share of Class B Common Stock is
entitled to one vote on the Amendment. The holders of Class A Common Stock and
Class B Common Stock will each vote separately as a class with regard to the
Amendment. Shares of Class B Common Stock will not be entitled to vote upon any
other matters to be voted upon at the Annual Meeting.
<PAGE>
In accordance with North Carolina law, abstentions from voting will be
counted for purposes of determining whether a quorum has been reached at the
Annual Meeting. Furthermore, pursuant to the rules of the National Association
of Securities Dealers, Inc., a broker holding shares of Class A Common Stock or
Class B Common Stock in nominee or "street name" must obtain specific voting
instructions from the beneficial owners of such shares to vote such shares. Any
shares represented by a duly executed proxy returned by a broker will be counted
for purposes of determining whether a quorum exists, even if such shares are not
voted on certain matters where voting instructions were not received ("broker
non-votes").
PRINCIPAL SHAREHOLDERS
The following table sets forth each shareholder known to the Corporation to
beneficially own more than 5% of the outstanding shares of the Class A Common
Stock and the Class B Common Stock as of January 31, 1996. In addition to the
Class A Common Stock and the Class B Common Stock, the Corporation has
outstanding a nonvoting class of 4 1/2% Preferred Stock (2,000 shares
outstanding) and a nonvoting class of 5% Preferred Stock (15,087 shares
outstanding).
<TABLE>
<CAPTION>
SHARES BENEFICIALLY
TITLE OWNED (1) PERCENT
NAME AND ADDRESS OF CLASS NUMBER OF CLASS
<S> <C> <C> <C>
L. D. Coltrane, III
P.O. Box 227
Concord, North Carolina 28026 Class A 11,423(2) 15.1%
Michael R. Coltrane
P.O. Box 227
Concord, North Carolina 28026 Class A 9,918 (3) 13.1
Betty Gay Bivens
400 Avinger Lane
Davidson, North Carolina 28036 Class A 9,658 12.8
Mariam C. Schramm
400 Avinger Lane Class A 5,175 6.8
Davidson, North Carolina 28036 Class B 24,363 5.8
World Div. Bd. of Global Ministries
United Methodist Church
475 Riverside Drive
15th Floor
New York, New York 10027 Class A 5,032 6.6
Ramark & Co.
Nominee Name of First Charter
National Bank Trust Dept.
P.O. Box 228
Concord, North Carolina 28026 Class A 6,911 9.1
</TABLE>
(1) Unless otherwise noted, all shares of common stock set forth in the table
are directly owned, with sole voting and investment power, by such
shareholder. The Corporation has obtained certain of the information from
schedules filed with the Securities and Exchange Commission pursuant to
Section 13(d) or 13(g) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act").
(2) Includes 1,423 shares owned by spouse.
(3) Includes 5,831 shares held by trusts for which Mr. Coltrane is a co-trustee
with Phylis C. Ausband, his sister, with whom he shares voting and
investment power, and 192 shares owned by spouse.
2
<PAGE>
MANAGEMENT OWNERSHIP OF COMMON STOCK
The following table presents information regarding the beneficial ownership
of the Class A Common Stock and Class B Common Stock as of January 31, 1996 of
(i) all current directors and nominees for director, (ii) the chief executive
officer of the Corporation and such other executive officers of the Corporation
whose compensation exceeded $100,000 in 1995 and (iii) all directors, nominees
for director and executive officers as a group.
<TABLE>
<CAPTION>
SHARES BENEFICIALLY OWNED (1)
TITLE PERCENT
NAME OF CLASS NUMBER OF CLASS
<S> <C> <C> <C>
L. D. Coltrane, III Class A 11,423 (2) 15.1%
Michael R. Coltrane Class A 9,918 (3) 13.1
Betty Gay Bivens Class A 9,658 12.8
Phil W. Widenhouse Class A 778 (4) 1.0
Jerry H. McClellan Class A 95 (5) *
Kenneth R. Argo Class A 13 *
John R. Boger Class A 10 *
Ben F. Mynatt Class A 6 *
Barry R. Rubens Class A 6 *
Nicholas L. Kottyan Class A 5 *
Thomas A. Norman Class A 5 *
Roy W. Long Class A 2 *
Michael R. Coltrane Class B 7,552 (6) 1.8
Phil W. Widenhouse Class B 5,460 (7) 1.3
Betty Gay Bivens Class B 2,600 *
Jerry H. McClellan Class B 955 (8) *
Kenneth R. Argo Class B 805 (9) *
Ben F. Mynatt Class B 430 *
L. D. Coltrane, III Class B 410 (10) *
Roy W. Long Class B 181 (11) *
Barry R. Rubens Class B 329 (12) *
Nicholas L. Kottyan Class B 320 (13) *
Thomas A. Norman Class B 123 *
John R. Boger Class B 73 *
All directors, nominees and Class A 37,094 49.0%
executive officers of the Class B 44,869 10.7%
Corporation as a group (13 persons)
(14)
</TABLE>
* Less than 1%.
(1) Unless otherwise noted, all shares of Class A Common Stock and Class B
Common Stock set forth in the table are directly owned, with sole voting
and investment power, by such shareholder.
(2) Includes 1,423 shares owned by spouse.
(3) Includes 5,831 shares held by trusts for which Mr. Coltrane is a co-trustee
with Phylis C. Ausband, his sister, with whom he shares voting and
investment power, and 192 shares owned by spouse.
(4) Includes 42 shares owned by spouse.
(5) Includes 45 shares owned by spouse.
(6) Includes 6,249 shares held by trusts for which Mr. Coltrane is a co-trustee
with Phyllis C. Ausband, his sister, with whom he shares voting and
investment power and 371 shares represented by currently exercisable
options.
(7) Includes 2,806 shares owned by spouse.
(8) Includes 299 shares owned by spouse and 306 shares represented by currently
exercisable options.
(9) Includes 10 shares represented by currently exercisable options.
(10) Includes 3 shares owned by spouse and 125 shares represented by currently
exercisable options.
3
<PAGE>
(11) Includes 18 shares held jointly with spouse, with respect to which Mr. Long
has shared voting and investment power, 18 shares owned by a child with
respect to which Mr. Long is custodian and 31 shares represented by
currently exercisable options.
(12) Includes 225 shares represented by currently exercisable options.
(13) Includes 200 shares represented by currently exercisable options.
(14) Includes (a) 5,175 shares (6.8%) of Class A Common Stock and 24,363 shares
(5.8%) of Class B Common Stock beneficially owned by Mariam C. Schramm,
Director Emeritus and Vice President of the Corporation and (b) an
aggregate of 1,268 shares represented by currently exercisable options.
Pursuant to Section 16 of the Exchange Act, directors and executive
officers of the Corporation are required to file reports with the Securities and
Exchange Commission indicating their holdings of and transactions in the Common
Stock. The Corporation is aware of one late filing on Form 4, promulgated under
Section 16, by each of Messrs. Kottyan, Rubens and Norman with regard to
beneficial ownership of shares as a result of a grant of stock options to each
of these officers during the fourth quarter of 1995. To the Corporation's
knowledge, based solely on its review of the copies of such reports furnished to
the Corporation and written representations that no other reports were required,
the directors and executive officers of the Corporation complied with all other
filing requirements.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Corporation may from time to time have short-term loans outstanding
with First Charter National Bank, Concord, North Carolina. With respect to First
Charter National Bank, L.D. Coltrane, III, is a member of the Advisory Board and
a shareholder and Michael R. Coltrane is a director. As of December 31, 1995,
the Corporation had no outstanding loans with First Charter National Bank.
First Charter National Bank is the Trustee of the Employee Stock Ownership
Plan, the Employee Savings Plus Plan and the Employees Pension Plan of The
Concord Telephone Company. A fee of $164,471 was paid to First Charter National
Bank for such services in 1995.
The Corporation has an available line of credit totaling $3,500,000 at
First Charter National Bank. None of this amount was outstanding at December 31,
1995 and none was used during 1995.
APPROVAL OF AMENDMENT TO
ARTICLES OF INCORPORATION
GENERAL
The Board has approved and recommends that the shareholders approve an
amendment to Article 2 of the Corporation's Articles of Incorporation that would
increase the number of shares of Class A Common Stock authorized for issuance
from 100,000 to 3,000,000 and the number of shares of Class B Common Stock
authorized for issuance from 700,000 to 15,000,000. The Amendment will not
increase or otherwise affect the number of authorized shares of preferred stock
that may be issued by the Corporation. The provisions of Article 2 of the
Corporation's Articles of Incorporation, as proposed to be amended by the
Amendment, are set forth in Exhibit A to this Proxy Statement.
As of the Record Date, 75,673 shares of Class A Common Stock were issued
and outstanding, leaving 24,327 shares of Class A Common Stock available for
subsequent issuance. As of the Record Date, 419,279 shares of Class B Common
Stock were issued and outstanding, and an additional 7,538 shares of Class B
Common Stock were reserved for issuance under the Corporation's stock option
plans, leaving 273,183 shares of Class B Common Stock available for subsequent
issuance. Further, if the proposed 1996 Director Compensation Plan is adopted by
the holders of Class A Common Stock at the Annual Meeting, an additional 2,500
shares of Class B Common Stock will be reserved for issuance thereunder.
The Board believes that the increased number of authorized shares of Class
A Common Stock and Class B Common Stock contemplated by the Amendment is
desirable to make additional unreserved shares of common stock available for
issuance or reservation without further shareholder authorization, except as may
be required by law. The Board believes that this will provide the Corporation
greater flexibility in considering potential future actions involving the
issuance of common stock. For example, the Corporation has from time to time
paid dividends of its Class A Common Stock and Class B Common Stock. Such
payments are within the discretion of the Board of Directors, as circumstances
warrant. The Board of Directors may consider such a payment in the future,
although it has taken no action in that regard. In addition, such shares may be
used for general corporate purposes, including but not limited to the
reservation of shares of common stock in connection with the Corporation's stock
benefit plans. The Corporation has no other plans or other existing or proposed
4
<PAGE>
agreements or understandings to issue, or reserve for future issuance, any of
the additional shares of Class A Common Stock or Class B Common Stock that would
be authorized by the Amendment, except for 2,500 shares of Class B Common Stock
that will be reserved for issuance if the 1996 Directors Compensation Plan is
adopted by holders of the Class A Common Stock at the Annual Meeting. The
Amendment will not affect materially any substantive rights, powers or
privileges of holders of shares of Class A Common Stock or Class B Common Stock.
If the Amendment is approved, the Corporation will have the authority to
issue, in the discretion of the Board of Directors, shares of authorized but
unissued and unreserved shares of Class A Common Stock and Class B Common Stock,
which could dilute the stock ownership of persons seeking to acquire control of
the Corporation through the purchase of a large block of stock. As a result of
their beneficial ownership of approximately 49.0% of the Class A Common Stock
and 10.7% of the Class B Common Stock, the Corporation's directors and executive
officers as a group may be deemed to control, or share in control, of the
Corporation. The Board of Directors does not view the Amendment as part of an
"anti-takeover" strategy, and the Amendment is not being advanced as a result of
any known effort to accumulate Class A Common Stock or Class B Common Stock or
to obtain control of the Corporation. See "Management Ownership of Common
Stock."
Pursuant to the Business Corporation Act and the Corporation's Articles of
Incorporation, holders of shares of Class A Common Stock and Class B Common
Stock do not have a preemptive right to acquire the Corporation's unissued
shares.
VOTE REQUIRED
For the Amendment to be approved, the following votes must be obtained: (i)
the affirmative vote of a majority of the votes entitled to be cast at the
Annual Meeting by the holders of the Class A Common Stock, voting separately as
a class; and (ii) the affirmative vote of a majority of the votes entitled to be
cast at the Annual Meeting by the holders of the Class B Common Stock, voting
separately as a class. Therefore, any shares of Class A Common Stock or Class B
Common Stock not voted at the Annual Meeting (whether by broker non-votes,
abstentions or otherwise) will be treated as votes against the Amendment. As of
the Record Date, the Corporation's directors and executive officers as a group
beneficially owned approximately 10.7% of the Class B Common Stock and 49.0% of
the Class A Common Stock. See "Management Ownership of Common Stock."
THE BOARD UNANIMOUSLY RECOMMENDS THAT THE CORPORATION'S SHAREHOLDERS VOTE
FOR APPROVAL OF THE AMENDMENT.
SHAREHOLDER PROPOSALS FOR CONSIDERATION
AT THE 1997 ANNUAL MEETING
Written shareholder proposals for consideration for the 1997 Annual Meeting
of Shareholders should be addressed to the Corporate Secretary, 68 Cabarrus
Avenue East, Concord, North Carolina 28025, and received by the Corporation no
later than November 15, 1996.
FORM 10-K
COPIES OF THE CORPORATION'S ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED
DECEMBER 31, 1995, AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION,
EXCLUDING EXHIBITS, ARE AVAILABLE WITHOUT CHARGE UPON WRITTEN REQUEST TO CT
COMMUNICATIONS, INC., 68 CABARRUS AVENUE EAST, CONCORD, NORTH CAROLINA 28025,
ATTENTION: RICHARD M. MORRISON, REVENUE ACCOUNTING MANAGER. COPIES OF EXHIBITS
TO SUCH FORM 10-K ARE AVAILABLE UPON PAYMENT OF $25.00 TO COVER THE COSTS OF
REPRODUCTION.
OTHER BUSINESS
The Board of Directors knows of no other matter to come before the Annual
Meeting. However, if any other matter requiring a vote of the shareholders
should arise, the enclosed proxy will not be voted on such matter.
By Order of the Board of Directors
Barry R. Rubens
SECRETARY
DATED: March 18, 1996
5
<PAGE>
EXHIBIT A
PROPOSED AMENDMENT TO THE
ARTICLES OF INCORPORATION
Article 2 of the Corporation's Articles of Incorporation, as it is proposed
to be amended, is set forth below in its entirety:
"2. The aggregate number of shares which the Corporation shall
have authority to issue is Eighteen Million Nineteen Thousand
(18,019,000) shares of capital stock, which shall be classified
and bear designations as follows:
(a) Three Million (3,000,000) shares of common stock
designated as Voting Common Stock.
(b) Fifteen Million (15,000,000) shares of common stock
designated as Class B Nonvoting Common Stock. These shares
shall be in all respects the same as the Voting Common Stock
except that the shares shall not be entitled to vote.
(c) Two Thousand (2,000) shares of preferred stock designated
as Four and One-half Percent Preferred Stock.
(d) Seventeen Thousand (17,000) shares of preferred stock
designated as Five Percent Preferred Stock."
A-1
<PAGE>
CLASS B NONVOTING COMMON STOCK PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
CT COMMUNICATIONS, INC.
Annual Meeting of Shareholders, April 25, 1996
KNOW ALL MEN BY THESE PRESENTS, that the undersigned shareholder of CT
Communications, Inc., a North Carolina corporation (the "Corporation"), hereby
constitutes and appoints L. D. Coltrane, III, and Phil W. Widenhouse attorneys
and proxies with full power of substitution, for and on behalf of the
undersigned to act and vote as indicated below, according to the number of
shares of the Corporation's Class B Nonvoting Common Stock held of record by the
undersigned on March 1, 1996, and as fully as the undersigned would be entitled
to act and vote if personally present at the Annual Meeting of Shareholders to
be held at the Corporation's Main Office Building, 68 Cabarrus Avenue East,
Concord, North Carolina at 9:00 a.m., April 25, 1996, and any adjournment or
adjournments thereof (the "Annual Meeting"), as follows:
(1) APPROVAL TO AMEND THE CORPORATION'S ARTICLES OF INCORPORATION TO
INCREASE THE NUMBER OF SHARES OF VOTING COMMON STOCK AUTHORIZED FOR
ISSUANCE FROM 100,000 TO 3,000,000 AND TO INCREASE THE NUMBER OF SHARES
OF CLASS B NONVOTING COMMON STOCK AUTHORIZED FOR ISSUANCE FROM 700,000
TO 15,000,000
FOR AGAINST ABSTAIN
The undersigned hereby ratifies and confirms all that said attorneys and
proxies or any of them lawfully do or cause to be done by virtue hereof. A
majority of said attorneys and proxies who shall be present and acting as such
at the Annual Meeting or any adjournment thereof, or if only one such attorney
and proxy be present and acting, then that one, shall have and may exercise all
powers hereby conferred.
(Continued on other side)
<PAGE>
(Continued from other side)
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL
BE VOTED IN FAVOR OF PROPOSAL 1.
The undersigned hereby acknowledges receipt of the Notice of Annual Meeting
of Shareholders, dated March 18, 1996, and the Proxy Statement furnished
therewith.
Dated this day of ,
1996.
(SEAL)
(SEAL)
NOTE: Signature should agree with
name on stock certificate as
printed thereon. When shares are
held by joint tenants, both should
sign. Executors, administrators,
trustees and other fiduciaries,
and persons signing on behalf of
corporations or partnerships,
should so indicate when signing.
PLEASE MARK, DATE, SIGN AND RETURN THIS PROXY PROMPTLY. THANK YOU.
