JOHN S. DANIELS
Attorney at Law
7502 Greenville Avenue
Suite 500
Dallas, Texas 75231
April 23, 1999
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Preliminary Proxy Statement of First Banks America, Inc. ("Registrant") for
Annual Meeting of Stockholders to be held June 9,th 1999 (the "Meeting")
Ladies and Gentlemen:
Pursuant to Rule 14a-6 under the Securities Exchange Act of 1934,
enclosed are a Notice of Annual Meeting of Stockholders, Preliminary Proxy
Statement and form of Proxy in the form that such materials are scheduled to be
mailed to stockholders on May 10, 1999. Also enclosed is a Schedule 14A
Information cover sheet setting forth the information required thereon.
Six copies of the Notice, Preliminary Proxy Statement and form of Proxy
will be filed with the New York Stock Exchange, the only national securities
exchange upon which securities of the Registrant are listed.
If you require any additional information regarding this filing, please
contact the undersigned at (214) 890-4002.
Sincerely,
/s/ John S. Daniels
-------------------
John S. Daniels
Attorney at Law
<PAGE>
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:
[X] Preliminary Proxy Statement
[ ] Confidential, for use of the Commission only (as permitted by Rule
14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss.240.14a-11(c) or 240.ss.14a-12
First Banks America, Inc.
(Name of Registrant as Specified in Its Charter)
(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 uni t 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:
----------------------------------------------------
(4) Date Filed:
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<PAGE>
First Banks America, Inc.
135 North Meramec
Clayton, Missouri 63105
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held Wednesday, June 9, 1999
To the Stockholders of First Banks America, Inc.:
Notice is hereby given that the 1999 Annual Meeting of Stockholders
(the "Annual Meeting") of First Banks America, Inc., a Delaware corporation (the
"Company"), will be held at 135 North Meramec, Clayton, Missouri, on Wednesday,
June 9, 1999 at 4:00 p.m., local time, for the following purposes:
(1) To elect seven directors to serve until the next Annual
Meeting and until their successors have been duly elected and
qualified;
(2) To approve and adopt an amendment to the Restated
Certificate of Incorporation of the Company, eliminating a provision
that authorizes the issuance of up to 3,000,000 shares of preferred
stock; and
(3) To transact any and all other business as may properly be
presented at the meeting and any adjournment(s) thereof.
The Board of Directors has fixed the close of business on April 30,
1999 as the record date for the determination of stockholders entitled to notice
of and to vote at the Annual Meeting and any adjournment(s) thereof. The stock
transfer books will not be closed. A list of stockholders entitled to vote at
the meeting will be available for examination at the main office of the Company
for ten (10) days prior to the meeting.
You are cordially invited to attend the Annual Meeting. However,
whether or not you plan to be present, you are urged to promptly mark, sign,
date and return the accompanying proxy in the enclosed, self-addressed, stamped
envelope, so that your shares may be voted in accordance with your wishes.
Your proxy will be returned to you if you should request such return in
the manner provided for revocation of proxies on page 2 of the enclosed Proxy
Statement. Prompt response by our stockholders will reduce the time and expense
of solicitation.
By Order of the Board of Directors,
Clayton, Missouri /s/ALLEN H. BLAKE,
------------------
May 10, 1999 Secretary
<PAGE>
First Banks America, Inc.
135 North Meramec
Clayton, Missouri 63105
PROXY STATEMENT
FOR
ANNUAL MEETING OF STOCKHOLDERS
To Be Held on June 9, 1999
SOLICITATION AND REVOCABILITY OF PROXIES
This Proxy Statement is being furnished to stockholders of First Banks
America, Inc., a Delaware corporation ("FBA" or the "Company"), in connection
with the solicitation by the Board of Directors of FBA of proxies to be voted at
the 1999 Annual Meeting of Stockholders (the "Annual Meeting") to be held on
Wednesday, June 9, 1999, at the time and place and for the purposes set forth in
the accompanying Notice of Annual Meeting of Stockholders, and at any
adjournment(s) thereof. This Proxy Statement and the enclosed form of proxy are
first being mailed to the stockholders on or about May 10, 1999.
The accompanying form of proxy is designed to permit each holder of
FBA's common stock, par value $.15 per share ("Common Stock"), (1) to vote for
or withhold voting for any or all of the seven nominees for director of FBA
listed on the proxy; (2) to vote for or against the approval of an amendment to
the Restated Certificate of Incorporation of the Company (the "Certificate of
Incorporation") as described herein (see the discussion under the caption
"PROPOSAL NUMBER 2"); and (3) to authorize the named proxies to vote in their
discretion with respect to any other proposal properly presented at the Annual
Meeting.
As of April 30, 1999, the record date for determining the stockholders
entitled to vote at the Annual Meeting (the "Record Date"), there were 5,720,801
shares of voting stock outstanding, consisting of 3,220,801 shares of Common
Stock and 2,500,000 shares of Class B Common Stock. 2,210,581 of the outstanding
shares of Common Stock and all of the outstanding shares of Class B Common Stock
are owned by First Banks, Inc., a Missouri corporation ("First Banks"). Each
share of Common Stock and of Class B Common Stock is entitled to one vote in the
election of each director. By virtue of its ownership of the Common Stock and
Class B Common Stock referred to above, First Banks controlled 82.34% of all
shares entitled to vote at the Annual Meeting as of the record date.
First Banks is owned by trusts created and administered by and for the
benefit of James F. Dierberg and members of his immediate family. Mr. Dierberg
is the Chairman of the Board, Chief Executive Officer and President of FBA. Mr.
Dierberg is also Chairman of the Board, Chief Executive Officer and President of
First Banks. The other executive officers and directors of FBA were the record
holders of 28,738 shares of Common Stock as of the Record Date.
<PAGE>
When a stockholder's proxy specifies a choice with respect to a voting
matter, the shares will be voted accordingly. If no such specification is made,
the accompanying form of proxy will be voted at the Annual Meeting and any
adjournment(s) thereof FOR the election of the nominees listed herein under the
caption "ELECTION OF DIRECTORS," FOR the proposed amendment to the Certificate
of Incorporation and at the discretion of the proxies on any other business
which may be properly presented at the Annual Meeting and any adjournment(s)
thereof.
The Company encourages the personal attendance of its stockholders at
the Annual Meeting, and execution of the accompanying proxy will not affect a
stockholder's right to attend the Annual Meeting and to vote in person. Any
stockholder giving a proxy has the right to revoke it by giving written notice
of revocation to the Secretary of FBA at its principal executive offices at any
time before the proxy is voted, or by executing and delivering a later-dated
proxy, or by attending the Annual Meeting and voting his or her shares in
person. No such notice of revocation or later-dated proxy, however, will be
effective until received by FBA at or prior to the Annual Meeting. Such
revocation will not affect a vote on any matters taken prior to receipt of the
revocation. Mere attendance at the Annual Meeting will not revoke the proxy.
The total cost of the solicitation of proxies pursuant to this Proxy
Statement will be borne by FBA. Proxies may be solicited by directors, officers
and employees of FBA without special remuneration. Banks, brokerage houses and
other custodians, nominees and fiduciaries who forward soliciting material to
the beneficial owners of shares of Common Stock entitled to vote at the meeting
will be reimbursed by FBA for their out-of-pocket expenses incurred in this
connection. In addition to the mails and other delivery services, proxies may be
solicited by personal interviews, telephone or telegraph.
The Annual Report to Stockholders covering FBA fiscal year ended
December 31, 1998, including audited financial statements, has been previously
mailed to stockholders. The Annual Report does not form any part of the proxy
solicitation material. Additional copies of the 1998 Annual Report to
Stockholders may be obtained without charge upon written request to Allen H.
Blake, Secretary, First Banks America, Inc., 135 North Meramec, Clayton,
Missouri 63105.
VOTING SECURITIES AND PRINCIPAL STOCKHOLDERS
General
Only holders of record of outstanding shares of Common Stock and Class
B Common Stock as of the Record Date are entitled to notice of, and to vote, in
person or by proxy, at the Annual Meeting and any adjournment(s) thereof. As of
the Record Date, there were 3,220,801 shares of Common Stock outstanding and
2,500,000 shares of Class B Common Stock outstanding.
<PAGE>
Holders of shares of Common Stock and Class B Common Stock are entitled
to one vote for each share held of record on the Record Date. Holders of Common
Stock and Class B Common Stock are permitted to exercise cumulative voting in a
contested election of directors. This means that, if there are more nominees for
director than positions to be elected, each holder would be permitted to cast as
many votes as equals the product of the number of directors to be elected (i.e.,
seven at the Annual Meeting) times the number of shares held by such holder, and
to cast all these votes for one candidate or to divide the votes among two or
more candidates in any amounts chosen by the stockholder. First Banks would also
have the right to utilize cumulative voting with respect to its shares of Common
Stock and Class B Common Stock. The proxy holders authorized to vote in favor of
nominees listed herein under the caption "ELECTION OF DIRECTORS" will be
permitted to vote cumulatively in the absence of instructions to the contrary.
The presence, in person or by proxy, of the holders of a majority of
the outstanding shares of voting stock, including the Common Stock and the Class
B Common Stock, is necessary to constitute a quorum to transact business at the
Annual Meeting and any adjournment(s) thereof.
On each proposed action, proxies marked as withheld votes or
abstentions and broker non-votes will not be voted but will be treated as
present and entitled to vote. Such proxies will therefore have the same effect
as votes against the proposed action.
Security Ownership of Management and of Controlling Stockholder
The following table sets forth as of the Record Date certain
information with respect to the beneficial ownership of Common Stock and Class B
Common Stock by each person known to the Company to be the beneficial owner of
more than five percent of the outstanding shares of either class of stock, by
each director, by certain executive officers and by all executive officers and
directors of FBA as a group:
<PAGE>
<TABLE>
<CAPTION>
- -------------------------- ---------------------------- -------------------------------------- -------------
Title of Name of Beneficial Owner Number of Shares and Nature of Percent of
Class Beneficial Ownership Class
- -------------------------- ---------------------------- -------------------------------------- -------------
<S> <C> <C> <C>
Class B Stock First Banks, Inc. 2,500,000 (1)(2)(3) 100%
135 N. Meramec
Clayton, Missouri 63105
Class B Stock James F. Dierberg 2,500,000 (1)(2)(3) 100
Common Stock First Banks, Inc. 2,210,581 (1)(2)(3) 68.63
Common Stock James F. Dierberg 2,210,581 (1)(2)(3) 68.63
Common Stock Allen H. Blake -0- --
Common Stock Charles A. Crocco, Jr. 6,772 (4) *
Common Stock Albert M. Lavezzo 9,210 (4) *
Common Stock Ellen D. Schepman -0- (2)(3) --
Common Stock Edward T. Story, Jr. 9,682 (5) *
Common Stock David F. Weaver 2,974 (4) *
Common Stock Donald W. Williams 100 (4) *
2,239,319 shares 69.53% of
All executive Common Stock Common Stock
officers and
directors as a group
(8 persons)
2,500,000 shares 100% of
Class B Stock Class B
Stock
</TABLE>
* Less than one percent.
(1) The shares shown as beneficially owned by First Banks and James F. Dierberg
comprise 100% of the outstanding shares of Class B Stock and 68.63% of the
outstanding shares of Common Stock. Each share of Common Stock and Class B
Stock is entitled to one vote on matters subject to stockholder vote. All
of the shares of Class B Stock and Common Stock owned by First Banks are
pledged to secure a loan to First Banks from a group of unaffiliated
lenders. The related credit agreement contains customary provisions which
could ultimately result in transfer of such shares if First Banks were to
default in the repayment of the loan and such default were not cured, or
other arrangements satisfactory to the lenders were not made, by First
Banks.
(2) The controlling stockholders of First Banks are (i) the James F. Dierberg,
II Family Trust, dated December 30, 1992; (ii) The Michael James Dierberg
Irrevocable Trust dated May 1, 1998; (iii) the Ellen C. Dierberg Family
Trust, dated December 30, 1992; (iv) James F. Dierberg, trustee of the
James F. Dierberg living trust, dated October 8, 1985; (v) the Michael J.
Dierberg Family Trust, dated December 30, 1992; and (vi) First Trust (Mary
<PAGE>
W. Dierberg and First Bank, Trustees) established U/I James F. Dierberg,
dated December 30, 1992. Mr. James F. Dierberg and Mrs. Mary W. Dierberg
are husband and wife, and Messrs. James F. Dierberg, II, Michael James
Dierberg and Mrs. Ellen Dierberg Schepman are their adult children.
(3) Due to the relationships among James F. Dierberg, Mary W. Dierberg, First
Bank, a Missouri state bank, and the three children of James F. and Mary W.
Dierberg, Mr. Dierberg is deemed to share voting and investment power over
all of the outstanding voting stock of First Banks, which in turn exercises
voting and investment power over the shares of Common Stock and Class B
Stock attributed to it in the table.
(4) All of the shares attributed in the table to Messrs. Crocco, Lavezzo,
Weaver and Williams are owned by them directly.
(5) The shares attributed to Mr. Story include shares subject to currently
exercisable stock options granted under FBA's 1990 Stock Option Plan.
Mr. Story has an option covering 6,666 shares and owns directly 3,016
shares.
PROPOSAL NUMBER 1:
ELECTION OF DIRECTORS
The Board of Directors recommends that the stockholders vote to
re-elect Messrs. Blake, Crocco, Dierberg, Lavezzo, Story and Williams and Mrs.
Schepman as directors, each for a one-year term.
Nominees
As of the Record Date, the Board of Directors consisted of seven
members, who are identified in the following table which sets forth the
information indicated as of that date. Each of the directors was elected or
appointed to serve a one-year term and until his successor has been duly
qualified for office.
Name Age Director Since
Allen H. Blake 56 1994
Charles A. Crocco, Jr. (1) 60 1988
James F. Dierberg 61 1994
Albert M. Lavezzo (1) 62 1998
Ellen D. Schepman (2) 24 1999
Edward T. Story, Jr. (1) 55 1987
Donald W. Williams 51 1995
- ----------------------------
(1) Member of the Audit Committee.
(2) Mrs. Schepman is the adult daughter of James F. Dierberg; see "Family
Relationships."
<PAGE>
Allen H. Blake has been Executive Vice President and Chief Operating
Officer of FBA since October, 1998 and Chief Financial Officer and Secretary
since 1994. He was a Director and Executive Vice President of First Commercial
Bancorp, Inc. ("FCB") from 1995 until its merger into FBA in February 1998,
Executive Vice President of First Banks since 1996 and a Director and Secretary
of First Banks since 1988. Mr. Blake previously served as Senior Vice President
of First Banks from 1992 until 1996, having joined First Banks as Vice President
and Chief Financial Officer in 1984.
Charles A. Crocco, Jr. became counsel to the law firm of Jackson &
Nash, LLP, New York City, in 1999. He was previously a Partner in the law firm
of Crocco & De Maio, P.C., New York City from 1970 until 1999, and he serves as
a director of The Hallwood Group Incorporated, a merchant banking firm.
James F. Dierberg has been the Chairman of the Board of Directors,
Chief Executive Officer and President of FBA since 1995 and the Chairman of the
Board and Chief Executive Officer of First Banks since 1988. Mr. Dierberg has
also been a director of First Banks since 1979 and its President from 1979 until
1992 and from 1994 to the present.
Albert M. Lavezzo has been President and Chief Operating Officer of
Favaro, Lavezzo, Gill, Caretti & Heppell, Vallejo, California, a professional
legal corporation, for more than five years. Mr. Lavezzo was the Chairman of the
Board of Directors of Surety Bank in Vallejo, California prior to its
acquisition by FBA in 1997.
Ellen D. Schepman has been a Retail Banking Officer with First Bank &
Trust, a wholly-owned subsidiary of First Banks, since 1996. Prior to 1996, Mrs.
Schepman was a full-time student.
Edward T. Story, Jr. has been the President, Chief Executive Officer
and a Director of SOCO International, plc, a corporation engaged in
international oil and gas operations, since 1991. Mr. Story is also a Director
of Cairn Energy plc, Hallwood Realty Corporation, Snyder Oil Corporation and Sen
Hong Resources, Ltd.
Donald W. Williams has been Executive Vice President and Chief Credit
Officer of First Banks since 1996. He served as Senior Vice President and Chief
Credit Officer of First Banks from 1993 until 1996, and as Director, Chairman of
the Board and Chief Executive Officer of FCB from 1995 until its merger into FBA
in February 1998.
Although FBA does not anticipate that any nominee will refuse or be
unable to serve as a director of FBA, the persons named in the enclosed form of
proxy intend, if any nominee becomes unavailable, to vote the shares represented
by the proxy for the election of such other person or persons as may be
nominated or designated by management, unless they are directed by proxy to do
otherwise.
Assuming the presence of a quorum, the seven nominees receiving the
largest number of the votes cast, including those cast by holders of the Common
Stock and the Class B Common Stock represented at the Annual Meeting, will be
<PAGE>
elected as directors. The Company's By-Laws require that any nominations by a
stockholder comply with certain procedural and disclosure requirements,
including advance written notice to the Secretary of the Company.
Executive Officers
<TABLE>
<CAPTION>
The executive officers of the Company as of the Record Date were as
follows:
Name Age Office(s) held
<S> <C> <C>
James F. Dierberg 61 Chairman of the Board, Chief Executive Officer and President.
Allen H. Blake 56 Executive Vice President, Chief Operating Officer and Chief Financial Officer
and Secretary.
David F. Weaver 51 Executive Vice President of FBA since 1995; Chairman of the Board, Chief
Executive Officer and President of First Bank Texas N.A., a wholly-owned
subsidiary of FBA ("FB Texas"), since 1994; President of BankTEXAS Houston
N.A. (predecessor of FB Texas) from 1988 to 1994.
- ---------------------------
</TABLE>
The executive officers were each elected by the Board of Directors to
the office indicated.
Committees and Meetings of the Board of Directors
Three members of the Board of Directors of FBA serve on the Audit
Committee; there are no other committees of the Board. The duties of the Audit
Committee include the making of recommendations to the Board of Directors for
engaging and discharging FBA's independent auditors; reviewing and approving the
engagement of the independent auditors for audit and nonaudit services and
considering the independence of the auditors prior to engaging them; reviewing
with the independent auditors the fee, scope and timing of the audit and
nonaudit services; reviewing the completed audit with the independent auditors
regarding the conduct of the audit, accounting adjustments, recommendations for
improving internal controls and any other significant findings during the audit;
meeting periodically with management and internal audit and loan review staff to
discuss planning, scheduling and the extent and nature of internal audit and
loan review procedures to be performed and the results therefrom; accounting and
financial controls; reviewing internal accounting and auditing procedures with
FBA's financial staff; and initiating and supervising any special investigations
it deems necessary.
Board and Committee Meetings. The Board of Directors held five meetings
in 1998, including regular and special meetings, and there were four meetings of
the Audit Committee. During 1998, all directors of FBA attended more than 75% of
the aggregate of the number of meetings of the Board of Directors and the
meetings held by all committees of the Board of Directors on which they served.
<PAGE>
Director Compensation
Each Director who is not an officer of FBA or affiliated with First
Banks ("Unaffiliated Directors," consisting in 1998 of Messrs. Crocco, Lavezzo
and Story) was paid a fee of $2,000 for each meeting of the Board of Directors
attended and a fee of $500 for each committee meeting attended. For their
services as directors in 1998, Messrs. Crocco, Story and Lavezzo received
$11,000, $11,000 and $10,000, respectively. In addition, Mr. Lavezzo received
$6,000 as a member of the Board of Directors of First Bank of California, a
wholly owned subsidiary of FBA.
Unaffiliated Directors also participate in the 1993 Directors' Stock
Bonus Plan (the "Stock Bonus Plan"), which provides for an annual grant of 500
shares of Common Stock to each such director. Future grants would apply equally
to current directors and to any individual who becomes a director of FBA in the
future. The maximum number of shares that may be issued will not exceed 16,667
shares, and the plan will expire on July 1, 2001. Directors' compensation
expense of $27,000 was incurred in 1998 in connection with the Stock Bonus Plan.
None of the four directors of FBA who are also officers of or employed
by First Banks (Messrs. Dierberg, Blake and Williams and Mrs. Schepman) receives
any compensation from FBA or its subsidiaries (the "Subsidiary Banks") for
service as a director, nor do they participate in the Stock Bonus Plan or any
other compensation plan of FBA or the Subsidiary Banks. First Banks, of which
Messrs. Dierberg, Blake and Williams are executive officers and Messrs. Dierberg
and Blake are directors, provides various services to FBA and the Subsidiary
Banks for which it is compensated (see "Compensation Committee Interlocks and
Insider Participation").
Family Relationships
Mrs. Schepman is the adult daughter of Mr. Dierberg; except for that
relationship, there is no family relationship between any of the nominees for
director, directors or executive officers of FBA or its subsidiaries.
Certain Relationships and Related Transactions
The Subsidiary Banks have had in the past, and may have in the future,
loan transactions in the ordinary course of business with directors of FBA or
their affiliates. These loan transactions have been and will be on the same
terms, including interest rates and collateral, as those prevailing at the time
for comparable transactions with unaffiliated persons and did not and will not
involve more than the normal risk of collectibility or present other unfavorable
features. The Subsidiary Banks do not extend credit to officers of FBA or of the
Subsidiary Banks, except extensions of credit secured by mortgages on personal
residences, loans to purchase automobiles and personal credit card accounts.
Certain of the directors and officers of FBA and their respective
affiliates have deposit accounts with the Subsidiary Banks. It is the policy of
the Subsidiary Banks not to permit any officers or directors of the Subsidiary
Banks or their affiliates to overdraw their respective deposit accounts unless
that person has been previously approved for overdraft protection under a plan
whereby a credit limit has been established in accordance with the standard
credit criteria of the Subsidiary Banks.
<PAGE>
EXECUTIVE COMPENSATION
Summary Compensation Table
The following table sets forth certain information regarding
compensation earned during the year ended December 31, 1998, and specified
information with respect to the two preceding years, by Mr. Weaver, who is the
only executive officer of FBA whose annual compensation in 1998 from FBA or the
Subsidiary Banks exceeded $100,000.
Neither Mr. Dierberg nor Mr. Blake receives any compensation directly
from either the Company or the Subsidiary Banks. The Company and the Subsidiary
Banks have entered into various contracts with First Banks, of which Messrs.
Dierberg and Blake are directors and executive officers, pursuant to which
services are provided to the Company and the Subsidiary Banks (see "Compensation
Committee Interlocks and Insider Participation" for additional information
regarding contracts with First Banks).
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE FOR YEAR ENDED DECEMBER 31, 1998
- -------------------------------------------- ----------- ---------------- ------------ -----------------------------
All Other
Name and Principal Position Year Salary (1) Bonus Compensation (2)
- -------------------------------------------- ----------- ---------------- ------------ -----------------------------
<S> <C> <C> <C> <C>
David F. Weaver, Executive Vice 1998 $116,200 $20,000 $3,400
President; Chairman of the Board,
Chief Executive Officer and 1997 103,750 22,000 3,144
President of FB Texas
1996 86,875 20,625 2,172
</TABLE>
- -----------------------------
(1) The total of all other annual compensation for each of the named officers
is less than the amount required to be reported, which is the lesser of (a)
$50,000 or (b) ten percent (10%) of the total of the annual salary and
bonus paid to that person.
(2) All items reported are FBA's matching contributions to the 401(k) Plan for
the year indicated.
FBA has omitted from this Proxy Statement tables which would disclose
information regarding stock options granted during 1998, stock options exercised
during 1998 and long term incentive plan awards. No options were granted to or
exercised by executive officers in 1998, and FBA does not have a long term
incentive plan.
STOCK PERFORMANCE GRAPH
The following graph sets forth a comparison of the cumulative total
shareholder returns of FBA Common Stock, the New York Stock Exchange Market
Value Index and the Index of Regional Banks located in the Southwest published
by Media General Financial Services ("MGFS"), for the five year period from
December 31, 1993 through December 31, 1998. FBA's Common Stock and the
securities of 38 other banks are currently included in the MGFS index. The graph
and the table which follows are based on the assumption that the value of the
investment in FBA Common Stock and in each index was $100 at December 31, 1993
and that all dividends were reinvested (FBA did not pay any dividends during the
period).
<PAGE>
In prior periods, FBA utilized a different index published by MGFS, but
FBA was informed by MGFS that the index previously used is no longer available
as a result of a restructuring of the classification system used by MGFS.
[GRAPH]
<TABLE>
<CAPTION>
12/31/93 12/31/94 12/31/95 12/31/96 12/31/97 12/31/98
-------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
FBA 100.00 63.64 59.39 49.09 112.42 94.55
NYSE Market 100.00 98.06 127.15 153.16 201.50 239.77
Value Index
Media General 100.00 98.92 138.12 173.64 275.50 242.38
Southwest Banks
</TABLE>
EMPLOYEE BENEFIT PLANS
FBA maintains various employee benefit plans. Directors are not
eligible to participate in such plans except the 1990 Stock Option Plan and the
1993 Directors' Stock Bonus Plan unless they are also employees of FBA or one of
its subsidiaries. Although Messrs. Blake and Dierberg are executive officers,
they are not participants in any employee benefit plans of FBA.
Prior to 1995, FBA maintained a noncontributory defined benefit plan
for eligible officers and employees (the "Pension Plan"). No additional benefits
have accrued to participants since 1994. Benefits under the Pension Plan are
based upon annual base salaries and years of service as of 1994 and are payable
only upon retirement or disability and, in some instances, at death.
<PAGE>
As of December 31, 1998, Mr. Weaver would be eligible to receive annual
benefits of approximately $11,000 upon retirement at age 65.
COMPENSATION COMMITTEE REPORT
The Compensation Committee of FBA is comprised of its entire Board of
Directors. Four of the current directors, including Mr. Dierberg, who is
Chairman of the Board, Chief Executive Officer and President, and Mr. Blake, who
is Executive Vice President, Chief Operating Officer, Chief Financial Officer
and Secretary, are affiliated with First Banks, which is compensated for their
services on an hourly basis under the provisions of a management fee agreement
between FBA and First Banks. None of the current directors has ever been
compensated by FBA or its subsidiary banks as an executive officer.
The Compensation Committee considers the levels and components of
executive compensation relative to those generally available in its market
place, to the overall long-term objectives of FBA and to the interest of its
stockholders. By maintaining appropriate balance in these factors, the Committee
believes that it will be most effective in attracting and retaining
well-qualified executives who will be capable of contributing to the success of
FBA and enhancing the value of FBA to its stockholders.
The paramount objective of FBA is building the long-term value of the
stockholders' investment, within the framework of operating its subsidiary
financial institutions in a safe and sound manner. This is accomplished by
achieving substantial improvements and consistency in earnings, strengthening
the subsidiary banking franchises, and entering into strategic,
economically-viable acquisitions of other financial institutions. Consequently,
the compensation of executives should be structured to attract individuals
capable of contributing to the achievement of these objectives and to align the
welfare of those individuals with that of the stockholders.
The Committee periodically reviews the various components of FBA's
executive compensation programs as outlined below:
Base Salary. In determining the appropriate base salaries of its
executive officers, the Committee evaluates the performance of FBA, considering
general business and industry conditions, among other factors, and the
contributions of specific executives toward that performance. Particular
measurements to which the Committee assigns significance are net income,
earnings per share, expense control, net interest margin, regulatory reports and
the performance of the Common Stock. The Committee also evaluates each officer's
areas of responsibility and the Company's performance in those areas. Finally,
FBA considers the level of compensation paid comparable executives by other
financial institutions of comparable size in its market places.
Bonus. The Committee may elect to award bonuses to selected executive
officers based largely upon the same criteria as the evaluations of base
salaries, emphasizing the need to maintain competitive compensation packages and
the desire to recognize outstanding performance by the officers.
<PAGE>
Stock Option Program. The Committee recognizes that one way to align
the interests of FBA's executive officers with those of its stockholders is the
encouragement of ownership of FBA stock through stock options granted under its
1990 Stock Option Plan. Under this Plan, executive officers are eligible to
receive stock options from time to time, giving them the right to purchase
shares of common stock of FBA at a specified price in the future. Considering
the number of options granted prior to 1993, the Committee has elected not to
grant any additional options since that time.
Along with the need to improve operating results, the Company evaluated
its management structure, recognizing the additional management resources
available from First Banks. This evaluation resulted in a realignment of FBA's
executive officers; two of the three current executive officers, Messrs.
Dierberg and Blake, do not receive any compensation from FBA (see "COMPENSATION
COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION").
The Committee reviewed the performance of FBA for 1998 relative to its
net income, earnings per share, external growth, business development and asset
quality. The Committee determined that improvement had been achieved in these
areas, and that significant inroads were accomplished in enhancing FBA's banking
franchises and its prospects for progressive and profitable growth. As a result,
the Committee concluded that an increase in Mr. Weaver's base compensation was
warranted and that a bonus comparable to that awarded in the prior year was
appropriate.
COMPENSATION OF CHIEF EXECUTIVE OFFICER. As noted above, Mr. Dierberg,
the Chief Executive Officer of FBA, does not receive any compensation from FBA,
FB Texas or First Bank of California. First Banks receives fees from FBA
pursuant to data processing and management fee agreements (see "COMPENSATION
COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION").
The foregoing Report has been presented by the entire Board of
Directors consisting of Messrs. Blake, Crocco, Dierberg, Lavezzo, Story and
Williams and Mrs. Schepman.
COMPENSATION COMMITTEE INTERLOCKS AND
INSIDER PARTICIPATION
Messrs. Dierberg and Blake, who are executive officers of FBA but do
not receive any compensation for their services as such, are also members of the
Board of Directors and executive officers of First Banks. First Banks does not
have a compensation committee, but its Board of Directors performs the functions
of such a committee. Except for the foregoing, no executive officer of FBA
served during 1998 as a member of the Compensation Committee, or any other
committee performing comparable functions, or as a director of another entity,
any of whose executive officers or directors served on FBA's Compensation
Committee.
FBA purchases certain services and supplies from or through First
Banks. FBA's financial position and operating results could significantly differ
from those that would be obtained if FBA's relationship with First Banks did not
exist.
<PAGE>
First Banks provides management services to FBA and its Subsidiary
Banks. Management services are provided under a management fee agreement whereby
FBA compensates First Banks on an hourly basis for its use of personnel for
various functions including internal audit, loan review, income tax preparation
and assistance, accounting, asset/liability management and investment services,
loan servicing and other management and administrative services. Fees paid under
this agreement were $2.1 million, $1.4 million and $1.3 million for the years
ended December 31, 1998, 1997 and 1996, respectively. The fees paid for
management services are at least as favorable as could have been obtained from
an unaffiliated third party.
Because of the affiliation with First Banks and the geographic
proximity of certain of their offices, FBA shares the cost of certain personnel
and services used by FBA and First Banks. This includes the salaries and
benefits of certain loan and administrative personnel. The allocation of the
shared costs are charged and/or credited under the terms of cost sharing
agreements entered into during 1996. Because this involves distributing
essentially fixed costs over a larger asset base, it allows each bank to receive
the benefit of personnel and services at a reduced cost. Fees paid under these
agreements were $1.1 million, $709,000 and $412,000 for the years ended December
31, 1998, 1997 and 1996, respectively.
Effective April 1, 1997, First Services L.P., a limited partnership
indirectly owned by First Banks' Chairman and his children through its general
partners and limited partners, began providing data processing and various
related services to FBA under the terms of data processing agreements.
Previously, these services were provided by a subsidiary of First Banks. Fees
paid under these agreements were $1.9 million, $1.0 million and $692,000 for the
years ended December 31, 1998, 1997 and 1996, respectively. The fees paid for
data processing services are at least as favorable as could have been obtained
from an unaffiliated third party.
First Brokerage America, L.L.C. ("First Brokerage") a limited liability
company, whose members are the trusts of the children of First Banks' Chairman,
provides back-office and product support for FBA's brokerage and insurance
operations. During 1998, FBA and First Brokerage received commissions of
approximately $70,000 and $30,000, respectively, from unaffiliated third-party
companies from the sale of these products to customers of FBA.
FBA's Subsidiary Banks had $86.2 million and $66.9 million in whole
loans and loan participations outstanding at December 31, 1998 and 1997,
respectively, that were purchased from banks affiliated with First Banks. In
addition, FBA's Subsidiary Banks had sold $182.9 million and $54.7 million in
whole loans and loan participations to affiliates of First Banks at December 31,
1998 and 1997, respectively. These loans and loan participations were acquired
and sold at interest rates and terms prevailing at the dates of their purchase
or sale and under standards and policies followed by FBA's Subsidiary Banks.
As of January 1, 1998, FBA had borrowed $14.9 million from First Banks
under a $20 million Note Payable. The Note Payable was repaid in full during
1998.
First Banks acquired a debenture of FBA in the principal amount of $6.5
million, plus accrued interest, in connection with FBA's acquisition of FCB in
February, 1998, in exchange for similar debentures of FCB owned by First Banks.
The FBA debenture was converted in accordance with its terms into 629,557 shares
of FBA common stock on December 4, 1998.
<PAGE>
PROPOSAL NUMBER 2:
AMENDMENT OF CERTIFICATE OF INCORPORATION
The Company's Certificate of Incorporation authorizes the Board of
Directors to issue up to 3,000,000 shares of preferred stock, par value $1.00
per share, without the necessity of obtaining any additional approval by the
stockholders. Such stock could be issued with designations, terms and
preferences as determined by the Board of Directors and could be issued in one
or more series, subject only to any limitations imposed by law. No shares of
preferred stock are currently outstanding. The affirmative vote of stockholders
owning a majority of the outstanding shares of Common Stock and Class B Common
Stock, voting as a single class, is required in order to adopt the proposed
amendment. FBA has been informed that First Banks intends to vote in favor of
the amendment, thereby assuring its approval and adoption.
The Board of Directors has concluded that it would be in the Company's
best interest to eliminate the authorization of preferred stock in the
Certificate of Incorporation. The principal reason for doing so is to reduce
expenses; having such stock authorized results in additional franchise taxes,
which are determined based on the number of authorized shares of capital stock
and the total assets of the Company. The expense attributable to the authorized
preferred stock in 1998 was approximately $11,000, and the amount of this
expense would ordinarily increase as the assets of FBA are increased from year
to year.
If the amendment is adopted, FBA would not be able to issue shares of
preferred stock in a future transaction (such as an acquisition or a financing
transaction) without first obtaining from the stockholders either approval of
the specific terms of preferred stock to be issued in a particular transaction,
or more general approval of "blank check" preferred stock such as now exists.
However, FBA has not issued preferred stock in the last several years and does
not anticipate doing so. Accordingly, the Board of Directors believes it is in
the best interest of the Company and the stockholders to adopt the amendment and
thereby achieve the savings that will result.
The text of the proposed amendment, which does not affect the terms of
the Common Stock or the Class B Common Stock, appears in Appendix I to this
Proxy Statement.
<PAGE>
SECTION 16(a) BENEFICIAL OWNERSHIP
REPORTING COMPLIANCE
Section 16(a) of the Exchange Act requires the executive officers and
directors of FBA, and persons who beneficially own more than ten percent of a
registered class of its equity securities, to file reports of ownership and
changes in ownership with the Securities and Exchange Commission and the New
York Stock Exchange. Based upon a review of the reports received by FBA and the
written representations from certain reporting persons that no Forms 5 were
required for such persons, FBA believes that during the year ended December 31,
1998, Mr. Lavezzo was late in filing a Form 3, and that, except for that filing,
all executive officers, directors and ten percent beneficial owners complied
with the applicable filing requirements.
INDEPENDENT AUDITORS
KPMG LLP ("KPMG") served as independent public accountant for the year
ended December 31, 1998 and has been selected by the Board of Directors to serve
for the current year. Representatives of KPMG are expected to be present at the
Annual Meeting, and such representatives will have the opportunity to make a
statement if they desire to do so and will be available to respond to
appropriate questions.
OTHER BUSINESS
Management knows of no other business to be presented at the Annual
Meeting. If, however, other matters should properly be presented at the Annual
Meeting or any adjournment(s) thereof, the person or persons voting the proxy
will vote as in his discretion he may deem appropriate.
STOCKHOLDER PROPOSALS
Pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as
amended, stockholders may present proper proposals for inclusion in FBA's proxy
statement for consideration at its Annual Meeting of Stockholders by submitting
proposals to FBA in a timely manner. In order to be so included for the 2000
Annual Meeting of Stockholders, stockholder proposals must have been received by
FBA not later than January 8, 2000 and must otherwise comply with the
requirements of Rule 14a-8 and with the Company's By-laws.
By Order of the Board of Directors,
Clayton, Missouri ALLEN H. BLAKE
May 10, 1999 Secretary
<PAGE>
APPENDIX I
Article FOURTH of the Restated Certificate of Incorporation of First
Banks America, Inc. is hereby amended to read in its entirety as follows:
FOURTH: (A) The total number of shares of all classes of
capital stock which the Corporation shall have authority to issue is
ten million six hundred sixty-six thousand six hundred sixty-six
(10,666,666) shares consisting of (a) six million six hundred sixty-six
thousand six hundred sixty-six (6,666,666) shares of a class designated
Common Stock, par value $0.15 per share ("Common Stock"), and (b) four
million (4,000,000) shares of a class designated Class B Common Stock,
par value $0.15 per share ("Class B Common Stock").
(B) The designations and the powers, preferences, rights,
qualifications, limitations, and restrictions of the Common Stock and
the Class B Common Stock are as follows:
1. Provisions Relating to the Common Stock and the Class B
Common Stock.
(a) General. Except as otherwise provided herein, or as
otherwise provided by applicable law, all shares of Common Stock and
Class B Common Stock shall have identical rights and privileges in
every respect.
(b) Voting. The Common Stock and the Class B Common Stock
shall each be fully voting stock entitled to one vote per share with
respect to the election of directors and for all other purposes. The
holders of Common Stock and Class B Common Stock shall, unless
otherwise required by law or by another provision of this Certificate
of Incorporation, vote as a single class on all matters. In all
elections for directors of the Corporation, each stockholder shall have
the right to cast as many votes in the aggregate as shall equal the
number of voting shares held by such stockholder in the Corporation,
multiplied by the number of directors to be elected by the class to
which such stockholder belongs at such election, and each stockholder
may cast the whole number of votes, either in person or by proxy, for
one candidate or distribute them among two or more candidates.
<PAGE>
(c) Dividends. Subject to the limitations prescribed herein,
holders of Common Stock and Class B Common Stock shall participate
equally in any dividends (whether payable in cash, stock or property)
when and as declared by the Board of Directors of the Corporation out
of the assets of the Corporation legally available therefor and the
Corporation shall treat the Common Stock and Class B Common Stock
identically in respect of any subdivisions or combinations (for
example, if the Corporation effects a two-for-one stock split with
respect to the Common Stock, it shall at the same time effect a
two-for-one stock split with respect to the Class B Common Stock);
provided, however, that (i) with respect to dividends payable in cash
by the Corporation, the holders of Class B Common Stock shall
participate equally per share only if and to the extent such cash
dividends exceed $0.45 per share on the Common Stock per calendar year
(for example, if the Board of Directors declares and the Corporation
pays a dividend of $0.75 per share of Common Stock for a given calendar
year, holders of Class B Common Stock shall be entitled to a dividend
of $0.30 per share); and (ii) dividends payable in shares of Common
Stock (or rights to subscribe for or purchase shares of Common Stock or
securities or indebtedness convertible into shares of Common Stock)
shall be paid only on shares of Common Stock and dividends payable in
shares of Class B Common Stock (or rights to subscribe for or purchase
shares of Class B Common Stock or securities or indebtedness
convertible into shares of Class B Common Stock) shall be paid only on
shares of Class B Common Stock (for example, if the Board of Directors
declares and the Corporation pays a five percent (5%) stock dividend on
the Common Stock, payable in shares of Common Stock, at the same time
the Board of Directors shall declare and the Corporation shall pay a
five percent (5%) stock dividend on the Class B Common Stock payable in
shares of Class B Common Stock).
(d) Liquidation. In the event the Corporation is liquidated,
dissolved or wound up, whether voluntarily or involuntarily, the
holders of the Common Stock and the Class B Common Stock shall
participate equally in any distribution.
(e) Voluntary Conversion of Class B Common Stock. (i)
Conversion Rights. Each share of Class B Common Stock may be converted
into one (1) share of Common Stock at the option of any holder thereof
at any time after the fifth (5th) anniversary of the date of its
issuance by the Corporation. For the foregoing purpose, a share of
Class B Common Stock issued as a stock dividend or pursuant to a stock
split, reclassification or other combination, shall be deemed to have
been issued on the date of the share of Class B Common Stock with
respect to which it is so issued.
<PAGE>
(ii) Conversion Procedures. Any holder of Class B Common Stock
desiring to exercise such holder's option to convert such Class B
Common Stock in accordance with the foregoing shall surrender the
certificate or certificates representing the Class B Common Stock to be
converted, duly endorsed to the Corporation or in blank, at the
principal executive office of the Corporation, and shall give written
notice to the Corporation at such office that such holder elects to
convert the number of shares represented by such certificate or
certificates, or a specified number thereof. As promptly as practicable
after the surrender for conversion of any Class B Common Stock, the
Corporation shall execute and deliver or cause to be executed and
delivered to the holder of such Class B Common Stock certificates
representing the shares of Common Stock issuable upon such conversion.
In case any certificate or certificates representing shares of Class B
Common Stock shall be surrendered for conversion for only a part of the
shares represented thereby, the Corporation shall execute and deliver
to the holders of the certificate or certificates for shares of Class B
Common Stock so surrendered a new certificate or certificates
representing the shares of Class B Common Stock not converted, dated
the same date as the certificate or certificates representing the
Common Stock. Shares of the Class B Common Stock converted as aforesaid
shall be deemed to have been converted immediately prior to the close
of business on the date such shares are duly surrendered for
conversion, and the person or persons entitled to receive the shares of
Common Stock issuable upon such conversion shall be treated for all
purposes as the record holder or holders of such shares of Common Stock
as of such date.
(iii) Recapitalization, Consolidation, or Merger of the
Corporation. In the event that the Corporation shall be recapitalized,
consolidated with, or merged with or into any other corporation (a
"Reorganization") and the terms thereof shall provide (i) that the
Class B Common Stock shall remain outstanding after such Reorganization
and (ii) for any change in or conversion of the Common Stock, then the
terms of such Reorganization shall include a provision to the effect
that each share of Class B Common Stock after such Reorganization shall
thereafter be entitled to receive upon conversion the same kind and
amount of securities or assets as shall be distributable upon such
Reorganization with respect to one share of Common Stock.
(iv) Reservation of Shares. The Corporation shall at all times
reserve and keep available out of its authorized but unissued shares of
Common Stock, solely for the purpose of effecting the conversion of
Class B Common Stock as herein provided, such number of shares of
Common Stock as shall from time to time be sufficient to effect the
conversion of all outstanding shares of Class B Common Stock and shall
take all such corporate action as may be necessary to assure that such
shares of Common Stock may be validly and legally issued upon
conversion of all of the outstanding shares of Class B Common Stock;
and if, at any time the number of authorized but unissued shares of
Common Stock shall not be sufficient to effect the conversion of the
Class B Common Stock, the Corporation shall take such corporate action
as may be necessary to increase its authorized but unissued shares of
Common Stock to such number of shares as shall be sufficient for such
purpose.
(v) Retirement of Shares. Shares of Class B Common Stock which
have been issued and have been converted into Common Stock,
repurchased, or reacquired in any other manner by the Corporation shall
not be reissued.
<PAGE>
(f) Mandatory Conversion of Class B Common Stock. If, at any
time while there are shares of Class B Common Stock issued and
outstanding, it shall be determined by the Board of Directors, in its
sole discretion, that legislation or regulations are enacted or any
judicial or administrative determination is made which would prohibit
the listing, quotation or trading of the Common Stock on the New York
Stock Exchange or the National Association of Securities Dealers
Automated Quotation System, or would otherwise have a material adverse
effect on the Corporation, in any such case due to the Corporation
having more than one class of common shares outstanding, then the Board
of Directors may by resolution convert all outstanding shares of Class
B Common Stock into shares of Common Stock on a share-for-share basis.
To the extent practicable, notice of such conversion of Class B Common
Stock specifying the date fixed for said conversion shall be mailed,
postage pre-paid, at least ten (10) days but not more than thirty (30)
days prior to said conversion date to the holders of record of Common
Stock and Class B Common Stock at their respective addresses as the
same shall appear on the books of the Corporation; provided, however,
that no failure or inability to provide such notice shall limit the
authority or ability of the Board of Directors to convert all
outstanding shares of Class B Common Stock into shares of Common Stock.
Immediately prior to the close of business on said conversion date (or,
if said conversion date is not a business day, on the next succeeding
business day) each outstanding share of Class B Common Stock shall
thereupon automatically be converted into a share of Common Stock and
each certificate theretofore representing shares of Class B Common
Stock shall thereupon and thereafter represent a like number of shares
of Common Stock.
(g) Class Voting Under Certain Circumstances. None of the
provisions hereof affecting the powers, preferences, rights,
qualifications, limitations or restrictions of the Class B Common Stock
may be amended or repealed unless, in addition to any other vote
required by law or this Certificate of Incorporation, such amendment
shall be approved by the affirmative vote of the holders of a majority
of the shares of the Common Stock then outstanding, voting as a
separate class.
2. General. Subject to the foregoing provisions of this
Certificate of Incorporation, the Corporation may issue shares of its
Common Stock and Class B Common Stock from time to time for such
consideration (not less than the par value thereof) as may be fixed by
the Board of Directors of the Corporation, which is expressly
authorized to fix the same in its absolute and uncontrolled discretion,
subject to the foregoing conditions. Shares so issued for which the
consideration shall have been paid or delivered to the Corporation
shall be deemed fully paid stock and shall not be liable to any further
call or assessment thereon, and the holders of such shares shall not be
liable for any further payments in respect of such shares.
<PAGE>
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
PROXY
FIRST BANKS AMERICA, INC.
Annual Meeting of Stockholders--June 9, 1999
The undersigned hereby appoints Allen H. Blake and Donald W. Williams, and each
of them, with full power of substitution, the attorney and proxy of the
undersigned to attend the Annual Meeting of Stockholders of First Banks America,
Inc. to be held in Clayton, Missouri on June 9, 1999, at 4:00 p.m. local time
and at any adjournment thereof, and to vote the stock of the undersigned with
all powers the undersigned would possess if present upon the following matters
and upon any other business that may properly come before the meeting or any
adjournment thereof.
The proxy when properly executed will be voted as specified herein. If no
specification is made with respect to any particular proposal, it is the
intention of the proxies to vote FOR each of the following proposals.
SEE REVERSE SIDE
<PAGE>
--------- COMMON
<TABLE>
<CAPTION>
<S> <C> <C> <C>
1. Election of Directors 3. In their discretion, upon any
NOMINEES: Allen H. Blake, Charles A. other matters which may properly
FOR WITHHOLD Crocco, Jr., James F. Dierberg, Albert come before the meeting or any
all nominees AUTHORITY M. Lavezzo, Ellen D. Schepman, Edward adjournments thereof, hereby
except as marked to vote for all T. Story, Jr., Donald W. Williams revoking any proxy heretofore
to the contrary nominees listed INSTRUCTION: To withhold authority to given by the undersigned for such
vote for any individual nominee, write meeting.
that nominee's name below:
INSTRUCTION: To withhold authority to vote for any individual
nominee, write that nominee's name below.
------------------------------------------------------------- The proxy when properly executed
will be voted as specified herein.
If no specification is made with
2. To approve the Amendment of the FOR respect to any particular proposal,
Restated Certificate of Incorporation it is the intention of the proxies
AGAINST to vote FOR each of the following
proposals.
ABSTAIN
Date:-----------------------,1999
---------------------------------
Signature
---------------------------------
Signature if owned jointly
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</TABLE>
