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
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2)
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12
(Name of Registrant as Specified In Its Charter)
Evergreen Bancorp, Inc.
(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:
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(2) Aggregate number of securities
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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/ / 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:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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<PAGE>
[logo]
EVERGREEN BANCORP, INC.
TO THE STOCKHOLDERS OF
EVERGREEN BANCORP, INC.:
You are cordially invited to attend the 1998 Annual Meeting of
Stockholders of Evergreen Bancorp, Inc. which will be held in the
Adirondack Room of the Queensbury Hotel, located at 88 Ridge Street, in Glens
Falls, New York, 12801, on May 7, 1998, beginning at 10:00 a.m., local time.
ON BEHALF OF THE BOARD OF DIRECTORS, WE URGE YOU TO SIGN, DATE AND
RETURN THE ENCLOSED PROXY CARD AS SOON AS POSSIBLE, EVEN IF YOU CURRENTLY PLAN
TO ATTEND THE 1998 ANNUAL MEETING. Your vote is important, regardless of the
number of shares you own. This will not prevent you from voting in person but
will assure that your vote is counted if you are unable to attend.
If you have any questions about the enclosed Proxy Statement or the
1997 Annual Report, please let us hear from you.
Sincerely,
/S/ George W. Dougan
George W. Dougan
Chairman, President and
Chief Executive Officer
<PAGE>
EVERGREEN BANCORP, INC.
237 Glen Street
Glens Falls, New York 12801
(518) 792-1151
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
to be held on May 7, 1998
NOTICE IS HEREBY GIVEN that the 1998 Annual Meeting of Stockholders of
Evergreen Bancorp, Inc. will be held in the Adirondack Room of
the Queensbury Hotel, located at 88 Ridge Street, in Glens Falls, New York
12801, on May 7, 1998, at 10:00 a.m., local time (the "1998 Annual Meeting"),
for the following purposes:
1. Elect Directors. To consider and vote upon the election
of five directors to serve until the Year 2001 Annual
Meeting of Stockholders and until their successors are duly
elected and qualified; and
2. Other Business. To transact such other business as may come
properly before the 1998 Annual Meeting or any adjournment
thereof.
Only stockholders of record at the close of business on April 1, 1998,
are entitled to receive notice of and to vote at the 1998 Annual Meeting or any
adjournment thereof. All stockholders, whether or not they expect to attend the
1998 Annual Meeting in person, are requested to complete, date, sign, and
return the enclosed form of Proxy in the accompanying envelope. The Proxy may
be revoked by the person who executed it by filing with the Secretary of
Evergreen Bancorp, Inc. an instrument of revocation or a duly executed Proxy
bearing a later date, or by voting in person at the 1998 Annual Meeting.
By Order of the
Board of Directors
/S/ Paul A. Cardinal
Paul A. Cardinal
Secretary
April 3, 1998
PLEASE COMPLETE, DATE, AND SIGN THE ENCLOSED PROXY AND RETURN IT
PROMPTLY IN THE ENVELOPE PROVIDED, WHETHER OR NOT YOU PLAN TO ATTEND THE 1998
ANNUAL MEETING. IF YOU ATTEND THE 1998 ANNUAL MEETING, YOU MAY VOTE YOUR SHARES
IN PERSON IF YOU WISH, EVEN IF YOU PREVIOUSLY HAVE RETURNED YOUR PROXY.
<PAGE>
[logo]
EVERGREEN BANCORP, INC.
237 Glen Street
Glens Falls, New York 12801
- -------------------------------------------------------------------------------
PROXY STATEMENT
- -------------------------------------------------------------------------------
INTRODUCTION
This Proxy Statement is being furnished to the stockholders of
Evergreen Bancorp, Inc. a Delaware corporation (the "Company" or "Evergreen"),
in connection with the solicitation of Proxies by the Board of Directors of
Evergreen from holders of the outstanding shares of the common stock, par value
$3.33-1/3 per share (the "Common Stock"), of Evergreen, for use at the Annual
Meeting of Stockholders of Evergreen to be held on May 7, 1998, or any
adjournment thereof (the "1998 Annual Meeting"). The 1998 Annual Meeting is
being held to consider and vote:
1. For the election of five (5) directors to serve until the
Year 2001 Annual Meeting of Stockholders and until their
successors are duly elected and qualified; and
2. Upon such other business as may come properly before the 1998
Annual Meeting.
The principal executive offices of Evergreen are located at 237 Glen
Street, Glens Falls, New York 12801. The telephone number of Evergreen at such
offices is (518) 792-1151.
This Proxy Statement is dated April 3, 1998, and is first being mailed
to the stockholders of Evergreen on or about April 3, 1998.
Record Date, Solicitation, and Revocability of Proxies
The Board of Directors of Evergreen has fixed the close of business on
April 1, 1998, as the record date for the determination of the Evergreen
stockholders entitled to receive notice of and to vote at the 1998 Annual
Meeting. Accordingly, only holders of record of shares of Common Stock at the
close of business on such date will be entitled to vote at the 1998 Annual
Meeting. At the close of business on the record date, there were 8,765,963
shares of Common Stock issued and outstanding and held by approximately 1,670
stockholders of record. For information with respect to any stockholders who
own or are deemed to own more than 5% of the outstanding Common Stock, see
"Background and Equity Ownership of Directors and Officers". Shares of Common
Stock represented by a properly executed Proxy, if such Proxy is received in
time and not revoked, will be voted at the 1998 Annual Meeting in accordance
with the instructions indicated in such Proxy.
Holders of Common Stock are entitled to one vote on each matter
considered and voted upon at the 1998 Annual Meeting for each share of Common
Stock held of record at the close of business on April 1, 1998. To hold a vote
on any proposal or other matter, a quorum must be assembled, which is a
majority of the Common Stock issued and outstanding, present in person or
represented by Proxy. In determining whether a quorum exists at the 1998 Annual
Meeting for purposes of all matters to be voted on, all votes "for" or
"against," as well as all abstentions (including those to withhold authority to
vote in certain cases), with respect to the proposal receiving the most such
votes will be counted. Provided that a quorum is present, the vote required for
the election of directors is a plurality of the votes of the shares of Common
Stock present in person or represented by Proxy at the 1998 Annual Meeting and
entitled to vote. Consequently, with respect to the proposal for the election
of directors, abstentions and broker non-votes will not be counted as part of
the base number of votes to be used in determining if a nominee has received
the requisite number of votes. Thus, for the election of directors, an
abstention or broker non-vote will have no effect. With respect to any other
matter that might be, but is not expected to be, voted on at the 1998 Annual
Meeting, the required vote for approval is a majority of the shares of Common
Stock represented and entitled to vote at the 1998 Annual Meeting.
Consequently, with respect to any such matters, abstentions will be counted as
part of the base number of votes to be used in determining if such matter has
received the requisite number of base votes for approval, but broker non-votes
will not be counted in such base for such matters. Thus, an abstention will
have the same effect as a vote "against" such matter, while a broker non-vote
will have no effect.
A stockholder who has given a Proxy may revoke it at any time prior to
its exercise at the 1998 Annual Meeting by either: (i) giving written notice of
revocation to the Secretary of Evergreen, (ii) properly submitting to Evergreen
a duly executed Proxy bearing a later date; or (iii) voting in person at the
1998 Annual Meeting. All written notices of revocation or other communications
with respect to revocation of Proxies should be addressed as follows: Evergreen
Bancorp, Inc., 237 Glen Street, Glens Falls, New York 12801, Attention: Paul A.
Cardinal, Secretary.
The 1997 Annual Report to Stockholders, including consolidated
financial statements for the fiscal year ended December 31, 1997, either has
been mailed to stockholders previously or accompanies this Proxy Statement.
PROPOSAL ONE
ELECTION OF DIRECTORS
The By-Laws of Evergreen currently provide that the Board of Directors
will consist of at least five and no more than 25 members, and that the total
number of directors may be fixed by resolution of the Board of Directors.
However, the total number of directors may not be increased by more than two
between any two successive annual meetings of stockholders. The Board has
currently established the number of directors at 13. Further, the Certificate
of Incorporation provides that the Board of Directors will be divided into
three classes, as nearly equal as possible, with each class serving a
three-year term, and one class elected annually.
The terms of five of the members of the Board expire at the 1998
Annual Meeting. The 1998 Annual Meeting is being held to elect five directors
of Evergreen to serve three-year terms of office. Accordingly, the members are
standing for re-election to serve a three-year term expiring at the 2001 Annual
Meeting of Stockholders and until their successors have been elected and
qualified.
All shares represented by valid Proxies received pursuant to this
solicitation, and not revoked before they are exercised, will be voted in the
manner specified therein. In the event that any nominee is unable to serve
(which is not anticipated), the persons designated as Proxies will cast votes
for the remaining nominees and for such other persons as they may select.
The affirmative vote of the holders of a plurality of the shares of
the Common Stock represented and entitled to vote at the 1998 Annual Meeting,
at which a quorum is present, is required for the election of the directors
listed below.
THE NOMINEES LISTED BELOW HAVE BEEN RECOMMENDED TO THE EVERGREEN BOARD
OF DIRECTORS BY THE HUMAN RESOURCES AND NOMINATING COMMITTEE THEREOF.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR THE ELECTION
OF THE NOMINEES TO SERVE AS DIRECTORS.
The following table sets forth certain information with respect to
each nominee or director continuing in office of Evergreen, and for executive
officers of Evergreen or its principal bank subsidiary, Evergreen Bank, N.A.,
including the number of shares of Common Stock beneficially owned by each such
person on December 31, 1997.
Based on all available information as of December 31, 1997, no holder
of record of Common Stock has filed with Evergreen a copy of a Schedule 13D or
Schedule 13G indicating beneficial ownership of 5% or more of outstanding
Common Stock.
<TABLE>
NOMINEES FOR ELECTIONS AS A DIRECTOR
For Term Expiring at Year 2001 Annual Meeting
<CAPTION>
Background and Equity Ownership of
Directors and Executive Officers
- --------------------------------------- ------------------------------------------------- ------------------------
Number and Percentage of
Name, Age, and Year Shares of Evergreen
First Elected a Director or Common Stock
Executive Officer Background Information Beneficially Owned <F2><F9>
- --------------------------------------- ------------------------------------------------- ------------------------
<S> <C> <C>
George W. Dougan Chairman of the Board since May 19, 1994; and 182,185
Age: 58 President and Chief Executive Officer of (2.1%)
Elected to Board: 1994 Evergreen since March 7, 1994, and
Chairman of the Board, Bank of Boston,
Florida Division, from 1992 to
1994; and Senior Vice President,
Bank of Boston from 1988 to 1992.
William E. Philion Retired; President and Chief Executive Officer 15,194
Age: 71 of Glens Falls Hospital from 1971 to 1989. <F1>
Elected to Board: 1980
Alan R. Rhodes Attorney with Bartlett, Pontiff, Stewart & 47,338 <F3>
Age: 60 Rhodes, P.C., a law firm, and its <F1>
Elected to Board: 1980 predecessors, since 1963.
Floyd H. Rourke Retired; Chairman of the Board and President of 48,771
Age: 69 Sandy Hill Corp., a privately-held paper (1.7%)
Elected to Board: 1980 machinery manufacturing company, from 1979
to 1992.
Walter Urda President, Harpoon of Hudson, Ltd., Real Estate 4,877
Age: 70 Holding Company, since 1997. <F1>
Elected to Board: 1989
MEMBERS OF THE BOARD OF DIRECTORS CONTINUING IN OFFICE
For Term Expiring at Year 1999 Annual Meeting
- --------------------------------------- ------------------------------------------------- ------------------------
Number and Percentage of
Name, Age, and Year Shares of Evergreen
First Elected a Director or Common Stock
Executive Officer Background Information Beneficially Owned <F2><F9>
- --------------------------------------- ------------------------------------------------- ------------------------
John W. Bishop Retired; self-employed construction consultant 30,806
Age: 70 from 1991 to present. <F1>
Elected to Board: 1980
Michael D. Ginsburg Partner, M & R Ginsburg Partners, a private 182,749 <F4>
investment partnership.
Age: 60 (2.1%)
Elected to Board: 1980 and 1994
Robert F. Flacke President of Fort William Henry Corporation, a 13,766 <F5>
Age: 65 hotel operation, since 1960. <F1>
Elected to Board: 1980
Joan M. Mannix Real Estate Developer; former President and 36,956 <F6>
Age: 59 Owner of Kubricky Construction Corp., <F1>
Elected to Board: 1980 heavy construction, from 1980 to 1983; and
Ridge Enterprises, Inc., a real
estate company, from 1985 to 1995.
Anthony J. Mashuta President, Cool Insuring Agency, Inc., 10,547 <F7>
Age: 41 Insurance Services, since 1992; Senior <F1>
Elected to Board: 1995 Vice President from 1986 to 1992.
Paul W. Tomlinson Retired; President of Salem Farm Supply, Inc., 142,176
Age: 65 a privately-held farm equipment and sales (1.6%)
Elected to Board: 1982 company, from 1954 to 1988.
For Term Expiring at Year 2000 Annual Meeting
Number and Percentage of
Name, Age, and Year Shares of Evergreen
First Elected a Director or Common Stock
Executive Officer Background Information Beneficially Owned <F2><F9>
- --------------------------------------- ------------------------------------------------- ------------------------
Phillip H. Morse Retired; Chairman of NAMIC U.S.A. Corp. and 32,759
Age: 56 NAMIC International, Inc., specialty <F1>
Elected to Board: 1982 medical devices manufacturing companies,
from 1969 to 1995.
Carl R. DeSantis Vice Chairman and Director of Franchise 28,638 <F8>
Age: 71 Associates, Inc., a privately-held <F1>
Elected to Board: 1980 restaurant operation, since 1986.
Other Executive Officers
- --------------------------------------- -------------------------------------------------
Paul A. Cardinal Executive Vice President, General Counsel and 19,288
Age: 41 Corporate Secretary of Evergreen Bancorp, Inc. <F1>
Appointed Executive Officer: 1995 and Evergreen Bank, N.A.
Thomas C. Crowley Executive Vice President, Chief Credit Officer 21,981
Age: 51 of Evergreen Bancorp, Inc. and Evergreen <F1>
Appointed Executive Officer: 1994 Bank, N.A.
John M. Fullerton Executive Vice President, Trust and Investments 30,875
Age: 48 of Evergreen Bank, N.A. <F1>
Appointed Executive Officer: 1992
Anthony J. Koenig Executive Vice President, Chief Administrative 48,592
Age: 59 Officer of Evergreen Bancorp, Inc. and <F1>
Appointed Executive Officer: 1986 Evergreen Bank, N.A.
All Directors and Executive 1,101,836 <F9>
Officers as a group (23 persons) (12.4%)
- --------------------------------------- -------------------------------------------------
<FN>
<F1>Represents less than 1%.
Footnotes to Information as to Directors and Executive Officers:
<F2>Information relating to beneficial ownership of Evergreen Common Stock by
directors is based upon information furnished by each person using
"beneficial ownership" concepts set forth in rules of the Securities and
Exchange Commission under Section 13 of the Securities Exchange Act of
1934, as amended. Except as indicated in other notes to this table
describing special relationships with other persons and specifying shared
voting or investment power, directors possessed sole voting and investment
power with respect to all shares of Evergreen Common Stock set forth
opposite their names.
<F3>Includes 5,127 shares held by Mr. Rhode's wife and 23,305 shares held by Bartlett, Pontiff, Stewart &
Rhodes, P.C., in which Mr. Rhodes is a Partner.
<F4>Includes 91,818 shares held by Mr. Ginsburg as Power of Attorney.
<F5>Includes 1,102 shares held by Mr. Flacke's wife.
<F6>Includes 5,244 shares held
by Ms. Mannix' husband.
<F7>Includes 3,000 shares held by Cool Insuring Agency,
Inc., Mr. Mashuta, President.
<F8>Includes 4,920 shares held by Mr. DeSantis' wife.
<F9>Included in the shares listed as "beneficially owned" are the following
shares which the persons listed have the right to acquire within sixty days
pursuant to stock options: (a) under the 1995 Directors Stock Option Plan
--Mr. Bishop (2,000), Mr. DeSantis, (2,400), Mr. Flacke (2,400), Mr.
Ginsburg (2,400), Ms. Mannix (2,400), Mr. Mashuta (2,400), Mr. Morse
(2,400), Mr. Philion (2,000), Mr. Rhodes (2,400), Mr. Rourke (2,000), Mr.
Tomlinson (2,400), and Mr. Urda (2,400); (b) under the employee stock
option plans -- Mr. Dougan (120,000), Mr. Cardinal (16,000), Mr. Crowley
(16,000), Mr. Fullerton (20,900), and Mr. Koenig (38,700); and (c) under
all stock option plans -- All directors and executive officers as a group
(310,611).
</FN>
</TABLE>
Information About the Board of Directors and Its Committees
The Board of Directors of Evergreen held seven meetings during 1997.
All of the directors attended at least 75% of the aggregate total number of
meetings of the Board of Directors and all committees of the Board on which
they served during 1997.
Evergreen's Board of Directors presently has three principal
committees: the Human Resources and Nominating Committee; the Executive
Committee; and the Audit Committee. Information regarding the functions of
those committees, their membership, and the number of meetings held during 1997
follows.
The Human Resources and Nominating Committee reviews all of
Evergreen's benefit plans on a regular basis and makes recommendations and
regular reports thereon to the Board of Directors. Additionally, the Committee
recommends nominees for election as directors. The Human Resources and
Nominating Committee must deliver written nominations to the Secretary, and
each nomination must include a statement of the experience and the background
of the nominee. Any nominations for directors by stockholders will be taken
under advisement by the Board. The Human Resources and Nominating Committee met
four times during 1997. Its current members are Messrs. Mashuta (Chairman),
Flacke, Morse, Philion, Rourke, and Urda.
The Executive Committee acts on behalf of the full board between Board
meetings, within legal limitations, advises management on significant strategic,
regulatory or policy matters, oversees asset/liability, and investment
management, and advises on issues not in the purview of other Board Committees.
During 1997 the Executive Committee held six meetings. The members of the
Executive Committee are Messrs. Flacke (Chairman), Dougan, Morse, Philion,
Rhodes, and Ms. Mannix.
The Audit Committee annually recommends to the Board of Directors the
firm to be engaged as independent accountants of Evergreen for the next year;
reviews the plan for the audit engagement, results of internal auditing, and
reports of regulatory authorities; generally reviews financial reporting
procedures; and periodically reports to the Board. During 1997 the Audit
Committee held four meetings. The members of the Audit Committee are Messrs.
Rourke (Chairman), DeSantis, Flacke, Mashuta, Tomlinson, and Urda.
Director Compensation
Cash Remuneration. The non-employee directors of Evergreen receive for
their services as directors an annual retainer fee of $5,000. In addition,
non-employee directors of Evergreen receive $500 for attendance at each Board
meeting and $300 for attendance at each committee meeting with the exception of
the Executive Committee, for which they are paid $400. Non-employee directors
are also compensated for committee meetings of the subsidiary bank. No
additional remuneration is received by any director for special assignment. A
total of $192,600 was paid during 1997 to the non-employee directors of
Evergreen for all services rendered.
Directors Stock Option Plan. Each outside Director is entitled to
participate in the Company's 1995 Directors Stock Option Plan (the "Directors'
Plan"). A total of 90,000 shares of Common Stock are reserved for issuance
pursuant to non-qualified stock options (the "Director Options") issued under
such plan, and Director Options covering 6,000 shares, 4,800 shares, and 19,200
shares of Common Stock were granted in 1995, 1996, and 1997, respectively.
Stock options issuable under the Directors' Plan are granted at an exercise
price equal to the fair market value of the Common Stock on the date of grant.
An annual grant of 1,600 Director Options is made to each eligible non-employee
director following the Annual Meeting of Stockholders, on the next NASDAQ
National Market System trading day. All Director Options vest one year from the
date of grant. In addition, the full Board has the authority to make additional
grants under the Directors' Plan on a discretionary basis.
Deferred Compensation Plan. The Company also maintains a Deferred
Compensation Plan for its Directors. Participating Directors may elect to defer
all or a portion of their director fees that are paid in cash in either: (a) an
interest-bearing account, using Evergreen's publicly-announced certificate of
deposit rates; or (b) an Evergreen phantom stock account that tracks the
investment performance, including re-investment of dividends, of the Company's
Common Stock. A Director may elect to receive cash distributions from his or
her account either at retirement or following separation from the Board for any
other reason.
Executive Compensation And Benefits
The Summary Compensation Table set forth below contains certain
information concerning compensation for the named executive officers of
Evergreen for the periods indicated. Certain columns have been omitted because
there are no amounts reportable under the captions called for under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules
and regulations thereunder. No information is provided in the following Summary
Compensation Table for 1997 with respect to any named officer who did not serve
as an executive officer at any time of the year.
<PAGE>
<TABLE>
SUMMARY COMPENSATION TABLE
<CAPTION>
Long-Term Compensation
---------------------------------
Annual Compensation <F1> Awards
----------------------------------------------------------------
(a) (b) (c) (d) (e) (f) (g)
Restricted Securities All Other
Name and Principal Stock Underlying Compen-
Position Year Salary Bonus Award(s) <F2> Options/SARs<F3> sation <F4>
($) ($) ($) (#) ($)
- ----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
George W. Dougan 1997 326,481 131,445 0 20,000 8,298
CEO 1996 313,915 148,688 111,200 20,000 7,763
1995 296,923 114,375 0 10,000 11,056
Paul A. Cardinal 1997 128,454 43,098 0 8,000 7,186
EVP 1996 123,508 48,750 0 8,000 4,712
1995 66,923 18,750 0 8,000 295
Thomas C. Crowley 1997 146,125 49,028 0 8,000 7,300
EVP 1996 140,490 55,453 66,720 8,000 6,727
1995 134,750 42,656 0 8,000 5,754
John M. Fullerton 1997 122,465 32,872 0 3,000 7,192
EVP 1996 117,744 37,180 0 2,500 6,625
1995 113,215 28,600 0 4,000 9,134
Anthony J. Koenig 1997 129,252 43,365 0 8,000 7,140
EVP 1996 124,280 49,055 0 8,000 6,518
1995 119,202 37,734 0 8,000 8,832
- ----------------------------------------------------------------------------------------------------------------
<FN>
Footnotes to the Summary Compensation Table:
<F1>The named executive officers did not receive any perquisites nor other
personal benefits in which the aggregate amount of such compensation
exceeded $50,000 or 10% of the total of his annual salary and bonus.
<F2>The amount in this column represents the dollar value at the date of award
of restricted stock awards calculated using the closing sale price of
Evergreen Common Stock on the date of grant. The restricted stock vests in
three equal installments annually. Dividends will be paid on the shares of
restricted stock if, and to the extent, dividends are paid on Common Stock
generally. If a change in control were to occur, the restricted stock
would immediately vest in full.
<F3>All of the stock option grants have been adjusted for a two-for-one stock
split, effective September 16, 1996, effected in the form of a 100% stock
dividend.
<F4>The compensation reported in this column is composed of: (a) amounts
allocated to accounts in the 401(k) Plan, as an employer matching
contribution, Mr. Dougan -- $2,375; Mr. Cardinal -- $2,375; Mr. Crowley --
$2,375; Mr. Fullerton $2,375; and Mr. Koenig $2,375; (b) amounts allocated
to accounts in the Stock Purchase Plan, as an employer matching
contribution, Mr. Dougan -- $867; Mr. Cardinal -- $867; Mr. Crowley --
$867; Mr. Fullerton -- $867; and Mr. Koenig -- $867; (c) amounts allocated
to accounts in the Employee Stock Ownership Plan (ESOP); as an employer
contribution, Mr. Dougan -- $3,112, Mr. Cardinal -- $3,112, Mr. Crowley --
$3,112, Mr. Fullerton -- $3,105, and Mr. Koenig -- $3,112; and (d) amount
paid as group term life insurance premiums, Mr. Dougan -- $1,944, Mr.
Cardinal -- $832; Mr. Crowley -- $946, Mr. Fullerton -- $793, and Mr.
Koenig -- $838.
</FN>
</TABLE>
Option/SAR Grants in Last Fiscal Year
The following table provides details regarding stock options granted
to the individuals named in the Summary Compensation Table. In addition, in
accordance with SEC rules, there are shown the hypothetical gains or "option
spreads" that would exist for the respective options. These gains are based on
assumed rates of annual compound stock price appreciation of 5% and 10% from
the date the options were granted over the full option term.
<TABLE>
<CAPTION>
Potential Realizable
Value at Assumed Annual
Rates of Stock Price
Appreciation for Option
Individual Grants Term <F1>
- -------------------------- --------------------------------------------------------------- -----------------------
- -------------------------- ---------------- ---------------- -------------- -------------- ------------- ---------
(a) (b) (c) (d) (e) (f) (g)
Number of % of Total
Securities Options/SARs
Underlying Granted to Exercise or
Options/SARs Employees in Base Price Expiration
Name Granted<F2>(#) Fiscal Year ($/Sh) Date 5% ($) 10% ($)
- -------------------------- ---------------- ---------------- -------------- -------------- -------------
<S> <C> <C> <C> <C> <C> <C>
George W. Dougan 20,000 20.65 21.06 01/16/08 264,890 671,284
Paul A. Cardinal 8,000 8.26 21.06 01/16/08 105,956 268,514
Thomas C. Crowley 8,000 8.26 21.06 01/16/08 105,956 268,514
John M. Fullerton 3,000 3.10 21.06 01/16/08 39,734 100,693
Anthony J. Koenig 8,000 8.26 21.06 01/16/08 105,956 268,514
All Executive Officers
as a group (11) 65,000 67.11 21.06 01/16/08 - -
Non-Executive Officer
employee group 31,850 32.89 21.06 01/16/08 - -
- -------------------------- ---------------- ---------------- -------------- -------------- ------------- -
<FN>
Footnote to Option/SAR Grants in Last Fiscal Year:
<F1>Potential Realizable Value is based on an assumed annual growth rate for
each of the grants shown over their ten-year term. The potential values
are not calculated for the groups. The potential values are set forth to
comply with applicable regulations of the Securities and Exchange
Commission, and Evergreen cannot predict whether these values can be
achieved. Actual gains, if any, on stock option exercises are dependent
on the future performance of the Evergreen Common Stock.
<F2>The stock options granted to the named executive officers are
non-qualified stock options that vest one year from the date of grant,
and are generally exercisable for a period of ten years from date
of grant.
</FN>
</TABLE>
<TABLE>
Aggregate Option/SAR Exercises in Last Fiscal Year
and Fiscal Year-End Option/SAR Values
The following table shows stock option exercises by the individuals
named in the Summary Compensation Table. In addition, this table includes the
number of shares covered by both exercisable and unexercisable options as of
April 1, 1998. Also reported are the values for "in-the-money" options, which
represent the positive spread between the exercise price of any such existing
options and the year-end closing price of Evergreen Common Stock.
<CAPTION>
(a) (b) (c) (d) (e)
Number of
Securities Value of
Underlying Unexercised
Unexercised In-the-Money
Options/SARs Options/SARs
at FY-End (#) at FY-End ($)
Shares Acquired Value
on Exercise (#) Realized Exercisable/ Exercisable/
Name ($) Unexercisable Unexercisable
---------------------- --------------- --------------- ------------------- ---------------------
<S> <C> <C> <C> <C>
George W. Dougan 0 0 120,000/20,000 1,832,100/76,300
Paul A. Cardinal 21,000 200,850 16,000/8,000 182,000/30,520
Thomas C. Crowley 9,500 67,640 16,000/8,000 182,000/30,520
John M. Fullerton 0 0 20,900/3,000 332,079/11,445
Anthony J. Koenig 1,200 14,508 38,700/8,000 583,173/30,520
</TABLE>
Employment Agreement. The employment of George W. Dougan as Evergreen's
Chairman, President, and Chief Executive Officer, is governed by an employment
agreement, effective as of March 7, 1997 (the "Employment Agreement"),
providing for the employment of Mr. Dougan for a term of three years, through
March 7, 2000, on terms similar to a previous employment agreement. Mr. Dougan
may extend the term of his employment under the Employment Agreement for up to
an additional four years, through March 7, 2004.
Under the Employment Agreement, Mr. Dougan is paid an annual base
salary of not less than $317,500, to be reviewed from year-to-year by the Board
of Directors of Evergreen. In addition, Mr. Dougan is entitled to participate
in an incentive plan that would provide an annual incentive bonus equal to 30%
of his annual base compensation, provided that the performance criteria
established by the Human Resources and Nominating Committee are satisfied. The
Agreement provides for certain other benefits, including participation in all
executive benefit plans and arrangements and an automobile allowance. In the
event of Mr. Dougan's death or disability, the Agreement terminates immediately
and Evergreen is obligated only to pay compensation or benefits actually earned
or accrued through such date. If Mr. Dougan's employment is terminated by
Evergreen "without cause", he will be entitled to continuation of base salary
for the remainder of the Agreement and an annual incentive bonus, prorated
through the date of termination, with a minimum of 12 months continuation of
base salary and benefits. If Mr. Dougan resigns for "good reason," unresolved
to his satisfaction, all matters would be determined through binding
arbitration. In the event of the termination of Mr. Dougan's employment
following a change in control, Mr. Dougan will be entitled to base compensation
for a period of 36 months, in a single lump sum, discounted to present value,
bonus payments for the 36 months equal to the average of
bonuses paid during the
two preceding calendar years; health and life insurance for 36 months at the
current level and participation in employee benefits plans, to the extent
permitted by law for the 36-month period. For these purposes, a change in
control is similar to that described below. See "Severance Agreements".
Severance Agreements. Evergreen has entered into separate Change of
Control Agreements, with each of the named Executive Officers other than Mr.
Dougan, which Agreements are for an initial term of three years, and renewable
periodically annually thereafter at the sole discretion of the Human Resources
and Nominating Committee of the Board. See - "Information about the Board of
Directors and its Committees." The Agreements generally provide that the
executive shall be entitled to benefits as described in this paragraph if a
change in control, as defined in the Agreements, occurs during the term of the
respective Agreement and the executive's employment is terminated within two
years following the change in control. Benefits under the Agreements include
payment of the executive's current salary, for periods ranging from six months
to one year. During the period of six to twelve months, the executive is
entitled to receive payments equal to the average of bonuses paid the executive
during the two calendar years preceding termination, health insurance benefits,
participate in employee benefits plans for one year to the extent permitted by
applicable law, and is entitled to certain executive recruiting services. In
addition, Mr. Cardinal has a severance agreement providing for payment of salary
continuation for twelve months in the event of termination without cause, as
defined in his severance agreement. For purposes of the Change of Control
Agreements, a change in control is: (i) the acquisition by any "person", (as
defined by the Exchange Act) in any twelve month period of the aggregate of
twenty-five percent of the combined voting power of the company's outstanding
securities, (ii) in a period of two consecutive years, a majority change in the
composition of the Board of Directors, unless such changes shall have been
approved in advance by a vote of the directors then still in office who were
directors at the beginning of the period, (iii) the consummation of a merger,
consolidation or business combination other than one in which the holders of
Common Stock of Evergreen immediately prior to the combination hold securities
of the surviving entity representing at least sixty percent of the common stock
of the surviving entity, (iv) complete plan of liquidation under a business
combination or sale of all or of substantially all of the assets of the Company,
or (v) such other situation as the Board of Directors determines constitutes
a change in control for purposes of the Agreements.
Pension Plans. Evergreen maintains a noncontributory defined benefit
pension plan (the "Pension Plan") covering all full-time, salaried employees
who have attained age 21 and have completed at least one year of service and
one thousand hours of service during such year. Benefits under the Pension Plan
are determined primarily by years of service and the average of the salary
during the three highest paid years of an employee's ten final years of
employment. The following table sets forth the estimated annual
benefits payable upon retirement to persons in the specified salary and
years-of-service classifications.
<TABLE>
PENSION PLAN TABLE
<CAPTION>
Final Year Compensation Years of Service
-------------- --------------- ---------------- -----------------------------
Salary Base 15 20 25 30 35
------ ---- -- -- -- -- --
<S> <C> <C> <C> <C> <C> <C>
$125,000 $125,000 $34,228 $45,637 $57,047 $68,456 $68,456
150,000 150,000 41,540 55,387 69,234 83,081 83,081
175,000 156,666 43,490 57,987 72,484 86,980 86,980
200,000 156,666 43,490 57,987 72,484 86,980 86,980
225,000 156,666 43,490 57,987 72,484 86,980 86,980
250,000 156,666 43,490 57,987 72,484 86,980 86,980
300,000 156,666 43,490 57,987 72,484 86,980 86,980
400,000 156,666 43,490 57,987 72,484 86,980 86,980
450,000 156,666 43,490 57,987 72,484 86,980 86,980
500,000 156,666 43,490 57,987 72,484 86,980 86,980
</TABLE>
The benefits payable under the Pension Plan are based on an employee's
base salary and cash bonus. Non-cash compensation is not considered. Credited
years of service through 1997 under the Pension Plan are as follows: Mr.
Dougan - 3, Mr. Cardinal - 2, Mr. Crowley - 3, Mr. Fullerton - 15, and
Mr. Koenig - 12, respectively. The estimated annual benefits reflected in the
preceding table have been computed in straight-life annuity amounts and are
not subject to any deduction for Social Security or other offset amounts.
Evergreen maintains a Supplemental Executive Retirement Plan (the
"Supplemental Plan") for certain of its key executive officers. Upon vesting,
the Supplemental Plan would provide a fixed defined benefit at retirement, at
age 65, equal to 50% of eligible compensation (the highest 36 month average
of base salary and cash bonus over 60 months) for Mr. Dougan, and 45% of
eligible compensation for other key executive officers, including Messrs.
Cardinal, Crowley and Koenig; the benefit is reduced and offset by the benefits
payable under the Company's qualified retirement plan. The Supplemental Plan is
unfunded.
Report of the
Human Resources and Nominating Committee
The Human Resources and Nominating Committee of Evergreen (the
"Committee") is pleased to present its report on Executive Compensation,
describing the components of the compensation program and the basis on which
1997 compensation determinations were made by the Committee.
The Committee's purpose is to hire, develop and retain the highest
quality of managers possible. The Committee is principally responsible for
establishing and administering the executive compensation program of the
Company. These duties include approving salary increases for the Company's key
executives and administering both the annual incentive plan and the stock option
plans.
Compensation Philosophy and Overall Objectives -- It is the philosophy
of the Company that executive Compensation be directly linked to continuous
improvements in the financial performance and soundness of the Company,
including the principal bank subsidiary. The components of the executive
compensation program are salary, annual incentive awards, stock options,
restricted stock grants and saving and retirement benefits. The program is
designed to: (1) attract and retain competent people with competitive salaries;
(2) provide incentives for increased profitability and improvements in credit
quality and financial soundness; and (3) align the long-term interests of
management with the interests of stockholders by encouraging executive ownership
of common stock of the Company.
Compensation Program Components in 1997
The Committee regularly reviews the Company's compensation program to
ensure that salary levels and incentive opportunities are competitive and
reflect the performance goals of the Company. In determining competitive levels,
the Committee used information from five banking industry compensation surveys
and other data compiled by the Company's outside compensation consultant, Sibson
and Company. The target levels in the Company's incentive plans are linked
directly to financial and credit quality performance. The specific elements of
the compensation program are set forth below.
Base Salary -- The base salary was generally established in a range
between the 50th percentile (median) and the 75th percentile of a selected group
of similarly sized and situated regional banks in the compensation surveys.
There is no employment agreement in effect for a minimum base salary for any
named executive officer other than the Chief Executive. See "Employment
Agreement". Increases in base salaries for the parent company executive officers
are approved annually by the Committee, except for the Chief Executive, whose
salary is approved by the full Board of Directors. Increases for other executive
officers at the bank subsidiary level are approved annually by the Chief
Executive, within guidelines established by the Committee.
The Committee completed a review of base salaries in early 1994, and
assessed the competitiveness of current salary levels based on an analysis of
relevant, independent, market information and, as a result, developed a process
for establishing grade levels. The Committee has generally maintained salary
increases averaging 4% annually for the named executive officers, other than the
Chief Executive, in the past three fiscal years, including 1997. The Committee
intends to provide recommendations for the ongoing evaluation of base salary
levels as appropriate.
Annual Incentive Compensation -- Key executives, including the named
executive officers, were eligible for annual incentive (bonus) awards based on
the performance of Evergreen against predetermined targets. The annual incentive
program provides for payment shortly after the fiscal year being measured. The
annual incentive awards are weighted principally on financial performance using
a matrix that measures Evergreen's actual financial results for net income and
return on equity against the goals established at the beginning of each fiscal
year. The matrix provides for awards ranging up to 150% of a target bonus,
depending on the level of net income and return on equity achieved in the year.
At the budget level, the incentive award would be 100% of the target bonus. The
Committee and the Chief Executive (for executive officers other than himself)
may also consider certain qualitative factors in assessing whether to increase
the incentive award (as determined by financial performance component) by
approximately 10%, or decrease the award by approximately 25%. The qualitative
factors considered include the following: the financial soundness of the
principal bank subsidiary; the credit quality of the principal bank subsidiary;
and non-interest income and non-interest expense. Finally, the full Board of
Directors may, in the exercise of its discretion, then increase or decrease the
aggregate bonus pool for all of the executive officers by up to 25%, using the
qualitative factors described above, applied proportionately to all executive
officers.
The resultant incentive award percentage is multiplied by the target
bonus for each key executive. The target bonus for the named executive officers,
other than the Chief Executive, ranges from 20% to 25% of their base salaries.
In 1997, Evergreen met the targets for net income and return on equity,
entitling each of the named executive officers to 100% of their target bonus. In
addition, the Committee considered the challenging economic conditions in
Evergreen's market territory in which the management team achieved the earnings
targets. Consequently, the Committee, with the support of the full Board of
Directors, awarded a subjective bonus that, combined with the financial
performance bonus awarded to all of the named executive officers, resulted in an
incentive for each of the named executive officers ranging between 26% to 40% of
base salary.
Long-Term Incentives -- The Committee sets the standards for
eligibility to participate in the long-term incentives and defines the
performance guidelines and goals that executives must satisfy and reach to
receive certain additional compensation as long-term incentives. The Committee
has determined that long-term incentives, such as stock options and restricted
stock grants, are the most significant means of providing a competitive,
long-term income to key employees. The Committee also believes that Evergreen's
long-term goals are best achieved through long-term stock ownership.
The Committee awards the grant of stock options under the Long-Term
Incentive Program based on established guidelines for each salary grade level. A
sub-committee comprised of all members of the Committee other than Mr. Mashuta,
who may not meet the technical definition of "outside director" under SEC
regulations, considers and makes determinations concerning the award of stock
options to executive officers. The exercise price of all options granted under
the Stock Incentive Plan is set at 100% of fair market value on the date the
option was granted, with a term of ten years, and generally vesting one year
from the date of grant. In 1997, a total of 47,000 stock options were awarded to
the named executive officers.
Chief Executive Officer's Compensation
The Chief Executive was compensated in 1997 according to a three year
employment agreement, approved by the Board of Directors, effective March 7,
1997. The Chief Executive's base salary was increased by the Board of Directors
to an annual rate of $400,000, effective April 1, 1998, a 23% increase over the
prior year. Under Mr. Dougan's leadership, the Company achieved record levels of
earnings, dividends and stock price in 1997. Moreover, the Committee was
extremely satisfied with the Chief Executive's development of a strong
management team, his effective leadership, and his ability to raise the
subsidiary Bank's credit quality to the highest standards while improving
earnings. The Committee, in its judgment, considered the quantitative factors of
the Bank's earnings and stock price performance, along with subjective factors
described above, in recommending the increase in base salary for Mr. Dougan,
which was then unanimously approved by the full Board of Directors other than
Mr. Dougan. Mr. Dougan did not participate in any deliberations of the Committee
or the Board of Directors regarding his compensation. The Chief Executive
participates generally in all other benefit programs available to executive
officers. See also "Employment Agreement".
The Chief Executive's employment agreement also provided for an
incentive payment for each fiscal year of the term of the employment agreement
at a target level equal to 30% of his base salary. He is measured against the
same objective performance targets as other named executive officers. As
described above, in 1997 the Company met the financial targets established by
the Committee. For the same reasons applicable to the other named executive
officers, the Committee recommended an incentive award a subjective bonus award
that, combined with the financial performance bonus awarded to all of the named
executive officers, resulted in an incentive award of approximately 133% of the
Chief Executive's target bonus, equal to 40% of his base salary. The Chief
Executive's bonus award was approved by the full Board of Directors.
The Chief Executive participates in the Stock Incentive Plan, and
was granted 20,000 stock options in 1997.
Deductibility of Compensation Expenses
Regulations under Section 162(m) of the Internal Revenue Code generally
disallow a tax deduction to a public corporation for tax years after 1993 for
compensation over $1 million for its chief executive officer or any of its four
other highest-paid officers. Qualifying performance-based compensation will not
be subject to the deduction limit if certain requirements are met. The 1995
Stock Incentive Plan was designed to meet the regulations so that stock options
made under such plan will be excluded from the deduction limit, but existing
stock option grants do not comply with the applicable regulations. No named
executive of the Company earned more than $1 million in 1997, and there is no
indication that any named executive will earn such amount in 1998. Consequently,
Evergreen has not established a formal policy regarding such limit.
Compensation Committee Interlocks and Insider
Participation in Compensation Decisions
The Human Resources and Nominating Committee acts as the Compensation
Committee for Evergreen. During the past fiscal year there have been no
Compensation Committee interlocks in compensation decisions except for Mr.
Mashuta, who has an ownership interest in the Company's principal outside
insurance broker. See "Certain Transactions" below.
Anthony J. Mashuta, Chairman
Robert F. Flacke
Phillip H. Morse
William E. Philion
Floyd H. Rourke
Walter Urda
<PAGE>
Five-Year Performance Graph
The following graph compares the cumulative, five-year, stockholder
return on Evergreen Common Stock for the years ended December 31, 1993, through
December 31, 1997, assuming a $100 investment in Evergreen on December 31, 1992,
and the reinvestment of dividends for the years indicated, to that of the S&P
500 Index and the NASDAQ Bank Stock Index, an average of all bank and thrift
institutions that are not owned by holding companies and whose stock is traded
on the NASDAQ National Market. Cumulative, five-year, stockholder return
represents the change in stock price and the amount of dividends received over
the indicated period, assuming the reinvestment of dividends.
<TABLE>
[Line Graph]
<CAPTION>
-------------------------------------- ---------- ---------- ---------- ---------- ----------
1993 1994 1995 1996 1997
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Evergreen Bank (EVGN) 96.69 119.52 185.74 268.51 416.74
NASDAQ Bank Stock (CBNK) 129.37 130.80 189.41 238.95 390.90
S&P 500 (SPX) 109.92 111.34 152.66 187.28 249.28
-------------------------------------- ---------- ---------- ---------- ---------- ----------
</TABLE>
INFORMATION CONCERNING
EVERGREEN'S INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors, upon the recommendation of the Audit Committee,
has appointed KPMG Peat Marwick LLP, independent certified public accountants,
as independent accountants for Evergreen and its subsidiary for the current
fiscal year ending December 31, 1998. KPMG Peat Marwick has served as
independent accountants for the Company since 1981. KPMG Peat Marwick has
advised Evergreen that neither the firm nor any of its partners has any direct
or material indirect interest in Evergreen.
A representative of KPMG Peat Marwick is expected to attend the 1998
Annual Meeting and will be given the opportunity to make a statement on behalf
of the firm if he or she desires to do so. A representative of KPMG Peat Marwick
also is expected to be available to respond to appropriate questions from
stockholders.
STOCKHOLDERS' PROPOSALS FOR 1999 ANNUAL MEETING
Proposals of stockholders intended to be presented at the 1999 Annual
Meeting of Stockholders must be received by Evergreen at its principal executive
offices on or before December 4, 1998, in order to be considered for possible
inclusion in Evergreen's Proxy Statement and Form of Proxy relating to the 1999
Annual Meeting of Stockholders.
OTHER INFORMATION
Proxy Solicitation
This Proxy solicitation is being undertaken by Evergreen. The cost of
soliciting Proxies for the 1998 Annual Meeting will be paid by Evergreen. In
addition to the solicitation of stockholders of record by mail, regular
employees of Evergreen (none of whom will be specifically compensated for such
services) may solicit proxies by telephone or otherwise. Evergreen will also be
contacting brokers, dealers, banks, or voting trustees or their nominees, who
can be identified as record holders of Common Stock. Such nominee or other
record holders will provide information concerning quantities of proxy materials
and Annual Reports needed to supply such materials to the beneficial owners, and
Evergreen will reimburse them for the expense of mailing proxy materials and
1997 Annual Reports to such persons.
Miscellaneous
The management of Evergreen knows of no other matters that are to be
brought before the 1998 Annual Meeting. If any other matters come properly
before the 1998 Annual Meeting, the persons designated as Proxies will vote on
such matters in accordance with their best judgment.
Upon the written request of any person whose Proxy is solicited by this
Proxy Statement, Evergreen will furnish to such person without charge (other
than for exhibits) a copy of Evergreen's Annual Report on Form 10-K for its
fiscal year ended December 31, 1997, including financial statements and
schedules thereto, as filed with the Securities and Exchange Commission.
Requests may be made to Evergreen Bancorp, Inc., 237 Glen Street, P.O. Box 318,
Glens Falls, New York 12801-0318, Attention: Paul A. Cardinal, Secretary.
By Order of the Board of Directors,
/S/ Paul A. Cardinal
Paul A. Cardinal
Secretary
April 3, 1998
<PAGE>
- -------------------------------------------------------------------------------
PROXY
- -------------------------------------------------------------------------------
EVERGREEN BANCORP, INC.
The undersigned holder of shares of Common Stock of Evergreen Bancorp,
Inc. hereby appoints Carl T. Baker, Esq., and John C. Reardon, Esq. and each of
them, proxies with power of substitution to vote on behalf of the undersigned at
the Annual Meeting of Shareholders of Evergreen Bancorp, Inc. to be held in the
Adirondack Room of the Queensbury Hotel, located at 88 Ridge Street, Glens
Falls, New York, 12801, on Thursday, May 7, 1998, at 10:00 a.m. in the forenoon,
and at any adjournment thereof, hereby granting full power and authority to act
on behalf of the undersigned at this meeting and at any adjournment thereof. In
their discretion, the proxies are authorized to vote upon such other business as
may properly come before the meeting or any adjournment thereof. The undersigned
hereby revokes any proxy previously given and acknowledges receipt of the Notice
of Annual Meeting and Proxy Statement and a copy of the Annual Report for the
fiscal year ended December 31, 1997.
WHEN PROPERLY EXECUTED, THIS PROXY WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS GIVEN, THIS PROXY WILL
BE VOTED FOR THE NOMINEES LISTED IN PROPOSAL 1, SO THAT A SHAREHOLDER WISHING TO
VOTE IN ACCORDANCE WITH THE BOARD OF DIRECTORS' RECOMMENDATIONS NEED ONLY SIGN
AND DATE THIS PROXY ON THE REVERSE SIDE AND RETURN IT IN THE ENCLOSED ENVELOPE.
CONTINUED AND TO BE SIGNED ON THE REVERSE SIDE
- -------------------------------------------------------------------------------
SEE REVERSE SIDE
- -------------------------------------------------------------------------------
"X" Please mark
"in votes as in
box" this example.
The Board of Directors recommends a vote for the nominees set forth in Proposal
1 below.
1. Election of five Directors:
Nominees: George W. Dougan, William E. Philion,
Alan R. Rhodes, Floyd H. Rourke and Walter Urda.
For Withheld
"box" "box"
"box" ___________________________________ Mark Here "box"
For all nominees except as noted above For Address
Change and
Note below
.
Signature:________________________Date:_________
Signature:______________________Date:__________
(For joint accounts, each owner should sign. Executors, Administrators,
Trustees, etc. should give full title.)
