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
ONE VALLEY BANCORP, INC.
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement, if other than 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)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
( ) Fee paid previously with preliminary materials.
( ) Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule, or Registration Statement No.:
3) Filing Party:
4) Date Filed:
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ONE VALLEY BANCORP, INC.
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
DATE: April 27, 1999
TIME: 10:00 A.M., local time
PLACE: Charleston Town Center Marriott
200 Lee Street East
Charleston, West Virginia
MATTERS TO BE VOTED UPON:
1. Election of 12 directors - nine directors to serve three-year terms and
three directors to serve two-year terms;
2. Ratification of the Board of Directors' selection of Ernst & Young LLP
as One Valley's independent auditors for 1999; and
3. Any other matters that properly come before the meeting.
Shareholders who are holders of record on March 9, 1999, may vote at the
meeting.
By Order of the Board of Directors
J. Holmes Morrison
President
Charleston, West Virginia
March 26, 1999
Please sign and return the enclosed proxy card as soon as possible, even if you
plan to attend the meeting. You may revoke your proxy before it is voted at the
meeting.
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TABLE OF CONTENTS
<TABLE>
<CAPTION>
_________________________________________________________________ PAGE NO.
<S> <C>
VOTING PROCEDURES AND REVOKING YOUR PROXY............................... 1
VOTING FOR DIRECTORS................................................. 2
VOTING FOR RATIFICATION OF AUDITORS.................................. 2
REVOKING YOUR PROXY.................................................. 2
* ELECTION OF DIRECTORS (ITEM 1 ON PROXY CARD)............................. 3
MANAGEMENT NOMINEES TO ONE VALLEY'S BOARD............................ 3
OTHER NOMINEES....................................................... 7
BOARD INFORMATION.................................................... 7
Number of Meetings............................................ 7
Board Committees.............................................. 7
Board Compensation............................................ 8
Section 16(a) Beneficial Ownership Reporting Compliance....... 8
Certain Transactions with Directors and Officers and Their
Associates ................................................... 8
Compensation Committee Interlocks and Insider Participation... 9
Board Compensation Committee Report on Executive Compensation. 9
Performance Graph............................................. 12
Five-Year Cumulative Total Return Comparison.................. 12
EXECUTIVE COMPENSATION AND OTHER INFORMATION......................... 13
Summary of Compensation....................................... 13
Summary of Stock Options...................................... 14
Summary of Option Exercises................................... 15
Retirement Benefits........................................... 15
Change in Control Arrangements................................ 17
ONE VALLEY SHARE OWNERSHIP......................................... 18
Directors, Executive Officers and Nominees....................... 18
Certain Beneficial Owners -
One Valley Common Stock Ownership................................ 21
* RATIFICATION OF AUDITORS (ITEM 2 ON PROXY CARD)..................... ...... 22
FORM 10-K ANNUAL REPORT TO THE SECURITIES AND
EXCHANGE COMMISSION................................................... 23
OTHER INFORMATION..................................................... 23
SHAREHOLDER PROPOSALS FOR 1999........................................ 23
</TABLE>
* Matters to be voted upon.
<PAGE>
ONE VALLEY BANCORP, INC.
ONE VALLEY SQUARE
SUMMERS AND LEE STREETS
P. O. BOX 1793
CHARLESTON, WEST VIRGINIA 25326
PROXY STATEMENT
One Valley's Board of Directors is soliciting proxies to vote One Valley
shares at the 1999 Annual Meeting of Shareholders. Shareholders will meet at
10:00 a.m. on Tuesday, April 27, 1999, for the purposes stated in the
accompanying Notice of Annual Meeting. On or about March 26, 1999, One Valley
began mailing this proxy statement to shareholders of record as of March 9,
1999. Shareholders as of March 9, 1999, may vote at the meeting.
Please read this proxy statement carefully. You will find more
information about One Valley in our enclosed 1998 Annual Report to Shareholders
and in the public documents we file with the Securities and Exchange Commission.
One Valley will pay for the Board of Directors' solicitation of proxies,
and employees of One Valley and its subsidiaries may follow up on this written
solicitation by telephone or other methods of communication.
As of March 5, 1999, One Valley had 70,000,000 authorized shares of
common stock with 34,401,692 shares issued and outstanding.
VOTING PROCEDURES AND REVOKING YOUR PROXY
If you complete, sign and return the enclosed proxy card, the persons
named in the proxy card will vote your shares as you direct. If you sign and
return the proxy card without indicating how you want to vote, the proxies will
vote your shares "FOR" the election of the 12 nominees as directors and "FOR"
the ratification of the selection of Ernst & Young LLP as independent auditors.
A quorum for the meeting is present if at least a majority of the outstanding
shares is present in person or by proxy. Those who fail to return a proxy or
attend the meeting will not count towards determining a quorum.
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VOTING FOR DIRECTORS
Directors are elected by a plurality of the shares voted. This means
that the 12 nominees receiving the most votes will be elected. You may vote each
share you own for each nominee. Alternatively, you may choose to vote
cumulatively, a process explained below. Cumulative voting is applicable only to
the election of directors.
To vote cumulatively, you multiply the number of shares you own times
the number of nominees, resulting in a cumulative total. You may vote your
cumulative total for one nominee or divide it among nominees in any proportion
you choose. The following is an example of how cumulative voting works. If you
own five shares and there are 12 nominees for director, you have a cumulative
total of 60 votes. You may choose to vote all 60 votes for one nominee and not
vote for the other nominees. Or, you may allocate 30 votes for one nominee, 30
votes for another nominee and not vote for the others. Or, you may choose any
other allocation of your cumulative total over all or part of the 12 nominees.
If you vote your shares cumulatively by proxy, you must indicate how you wish to
divide your cumulative total. Otherwise, the proxies will vote the cumulative
total evenly or in a manner to elect as many of One Valley's nominees as
possible.
VOTING FOR RATIFICATION OF AUDITORS
A favorable vote by a majority of shareholders of One Valley common
stock represented at the Annual Meeting is required to ratify the selection of
Ernst & Young LLP as independent auditors for 1999.
REVOKING YOUR PROXY
You may revoke your proxy before it is voted at the Annual Meeting by:
o notifying One Valley in person;
o giving written notice to One Valley;
o submitting to One Valley a subsequently dated proxy; or
o attending the meeting and withdrawing the proxy before it is voted.
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ELECTION OF DIRECTORS
(ITEM 1 ON PROXY CARD)
One Valley's Bylaws provide that the Board of Directors can set the number
of directors but also provide that the Board of Directors must have no less than
six nor more that 33 directors. The Board of Directors has set the number of
directors to serve in 1999 at 26, which means that 12 directors will be elected
at the 1999 annual meeting.
One Valley's Articles of Incorporation divide the Board of Directors into
three classes, each of which serves for three years. The classes are to be
approximately equal. Because of this arrangement, One Valley has nominated nine
nominees for three-year terms and three nominees for two-year terms. Following
the election, the three classes would be; nine directors in the class of 2000,
eight directors in the class of 2001 and nine directors in the class of 2002.
MANAGEMENT NOMINEES TO ONE VALLEY'S BOARD
[PHOTO HERE] PHYLLIS H. ARNOLD
Director since 1993
Term expires 2002
Age 50
President and Chief Executive
Officer - One Valley Bank, National
Association, Charleston, WV
[PHOTO HERE] CHARLES M. AVAMPATO
Director since 1984
Term expires 2002
Age 60
President-Clay Foundation, Inc.,
Charleston, WV (Charitable Foundation)
[PHOTO HERE] JAMES K. CANDLER
Director since 1998
Term expires 2002
Age 63
President-Candler Oil Company,
Inc., Lynchburg, VA
[PHOTO HERE] JAMES L. DAVIDSON, JR.
Director since 1998
Term expires 2002
Age 65
Chairman of the Board - One Valley
Bank-Central, VA. Lynchburg, VA
[PHOTO HERE] JOHN D. LYNCH
Director since 1986
Term expires 2002
Age 58
Vice President-Davis Lynch Glass
Company. Star City, WV
[PHOTO HERE] JOHN MORK
Nominee
Term expires 2001
Age 51
President and Chief Executive Officer
and Director - Energy Corporation
of America. Denver, CO
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[PHOTO HERE] CHARLES R. NEIGHBORGALL, III
Director since 1987
Term expires 2002
Age 57
President - The Neighborgall
Construction Company, Huntington,
WV
[PHOTO HERE] WILLIAM A. RICE, JR.
Nominee
Term expires 2001
Age 52
1999 to present - President -
AIRGAS, INC. (ARG, NYSE)
(distributor of welding equipment and
gases) Radnor, PA; 1995 to 1998 -
Group President Airgas Direct
Industrial, Charleston, WV; 1993 to
1995 - Vice President Purchasing.
[PHOTO HERE] W. LOWRIE TUCKER, III
Director since 1998
Term expires 2002
Age 46
President - One Valley Bank -
Shenandoah, Raphine, VA
[PHOTO HERE] J. LEE VAN METRE, JR.
Director since 1986
Term expires 2002
Age 61
Attorney - Steptoe & Johnson;
Secretary of the Board - One Valley
Bank - East, National Association,
Martinsburg, WV
[PHOTO HERE] EDWIN H. WELCH
Nominee
Term expires 2001
Age 54
1989 to present - President -
University of Charleston,
Charleston, WV
[PHOTO HERE] JOHN H. WICK, III
Director since 1993
Term expires 2002
Age 53
1992 to present - Vice President -
Dickinson Fuel Co., Inc., Charleston
WV(1)
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DIRECTORS CONTINUING TO SERVE UNEXPIRED TERMS
[PHOTO HERE] DENNIS M. BONE
Director since 1997
Term expires 2000
Age 47
1995 to present - President and Chief
Executive Officer - Bell Atlantic -
West Virginia, Inc.; formerly
Vice President External Affairs -
Bell Atlantic - New Jersey, Inc.,
Charleston, WV
[PHOTO HERE] JAMES K. BROWN
Director since 1981
Term expires 2001
Age 69
Attorney - Jackson & Kelly PLLC
Charleston, WV
[PHOTO HERE] NELLE RATRIE CHILTON
Director since 1989
Term expires 2001
Age 59
Director and Vice President -
Dickinson Fuel Co., Inc.,
Charleston, WV; TerraCo., Inc.,
Charleston, WV; TerraCare,
Inc., TerraSalis, Inc., TerraSod,
Inc., Malden. WV (Landscaping) (1)
[PHOTO HERE] H. RODGIN COHEN
Director since 1997
Term expires 2000
Age 54
Attorney - Sullivan & Cromwell,
New York, NY
[PHOTO HERE] R. MARSHALL EVANS, JR.
Director since 1984
Term expires 2001
Age 57
President - Dickinson Co., LLC,
Quincy Coal Co., and Chesapeake
Mining Co., Charleston, WV; Vice
President - Geary Securities,
Charleston, WV; President -
Hubbard Properties, Inc., Cheyenne,
WY (2)
[PHOTO HERE] BOB M. JOHNSON
Director since 1996
Term expires 2000
Age 63
1998 to present - Vice Chairman of
the Board - One Valley Bank -
Central Virginia; 1996 to 1997 -
President and Chief Executive Officer
- One Valley Bank - Central Virginia;
formerly President and Chief Executive
Officer - Co-operative Savings Bank, FSB,
Lynchburg, VA
[PHOTO HERE] ROBERT E. KAMM, JR.
Director since 1987
Term expires 2000
Age 47
President and Chief Executive
Officer - One Valley Bank - South,
Inc., Summersville, WV
[PHOTO HERE] EDWARD H. MAIER
Director since 1983
Term expires 2000
Age 55
President - General Corporation,
Charleston, WV (Real Estate
Investment and Natural Gas
Production)
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[PHOTO HERE] J. HOLMES MORRISON
Director since 1990
Term expires 2000
Age 58
President and Chief Executive
Officer - One Valley Bancorp, Inc.,
and Chairman of the Board - One
Valley Bank, National Association,
Charleston, WV
[PHOTO HERE] JOHN L. D. PAYNE
Director since 1981
Term expires 2001
Age 60
President - Payne-Gallatin Mining
Co., Charleston, WV (2)
[PHOTO HERE] LACY I. RICE, JR.
Director since 1994
Term expires 2000
Age 67
Attorney - Bowles, Rice, McDavid,
Graff & Love PLLC; Vice Chairman
of the Board - One Valley Bancorp,
Inc., Charleston, WV; Chairman of
the Board - One Valley Bank - East,
Martinsburg, WV
[PHOTO HERE] BRENT D. ROBINSON
Director since 1994
Term expires 2001
Age 51
1998 to present - President and Chief
Executive Officer - One Valley Bank -
East, Martinsburg, WV; 1995 to
1997 - President and Chief Executive
Officer - One Valley Bank of Huntington,
Huntington, WV; 1993 to 1996 - Executive
Vice President, One Valley Bancorp, Inc.
[PHOTO HERE] RICHARD B. WALKER
Director since 1991
Term expires 2000
Age 60
Chairman of the Board and Chief
Executive Officer - Cecil I. Walker
Machinery Co., Belle, WV
[PHOTO HERE] THOMAS D. WILKERSON
Director since 1981
Term expires 2000
Age 70
Senior Agent - Northwestern Mutual
Life Insurance Company, Charleston,
WV
_________________
(1) John H. Wick, III is the brother-in-law of Nelle Ratrie Chilton.
(2) R. Marshall Evans, Jr. and John L. D. Payne are first cousins.
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OTHER NOMINEES
One Valley's Bylaws require that any nominations for election to the
Board of Directors, other than those made by One Valley, must be made by a
shareholder. The nomination must be in writing and delivered or mailed to the
President not less than 14 days nor more than 50 days prior to the meeting.
However, if One Valley gives less than 21 days' notice of the meeting, the
nominations must be mailed or delivered to the President not later than the 7th
day after the notice of meeting was mailed.
A shareholder nomination must include the:
o name and address of the proposed nominee(s);
o principal occupation of proposed nominee(s);
o total shares to be voted for each proposed nominee;
o name and address of the shareholder making the nomination; and
o number of shares owned by the shareholder making the nomination.
If a shareholder does not follow these nomination requirements, the Chairman of
the meeting does not have to accept the nomination. This means that unless these
requirements are met, the shareholder's nominee(s) will not be included among
the nominees for election and any votes for those nominees will not be counted.
BOARD INFORMATION
NUMBER OF MEETINGS
The Board of Directors met six times in 1998. All of One Valley's
directors attended 75% or more of all Board and Committee meetings during 1998,
with the exception of Messrs. Cohen, Kamm and Wehrle.
BOARD COMMITTEES
The AUDIT COMMITTEE has seven members, Charles M. Avampato, James K.
Brown, Nelle Ratrie Chilton, Edward H. Maier, John L. D. Payne, Richard B.
Walker and Thomas D. Wilkerson, and met four times in 1998. This committee
monitors audit and internal controls, the scope and results of audits by
independent auditors, the activities of the internal audit staff and internal
audit results.
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The COMPENSATION COMMITTEE has five members, Charles M. Avampato, Dennis
M. Bone, Nelle Ratrie Chilton, John L. D. Payne and H. Bernard Wehrle, III, and
met twice in 1998. This committee administers the One Valley Bancorp, Inc., 1983
and 1993 Incentive Stock Option Plans and approves compensation levels for the
executive management group of One Valley and its subsidiaries.
The BOARD GOVERNANCE COMMITTEE has six members, Robert F. Baronner,
Dennis M. Bone, Nelle Ratrie Chilton, J. Holmes Morrison, John L. D. Payne and
Angus E. Peyton and met once in 1998. Among other things, this committee
recommends nominees to fill vacancies on the Board of Directors.
BOARD COMPENSATION
During 1998, each director who was not an employee of One Valley
received $650 for each meeting of the Board of Directors he or she attended.
Additionally, non-employee directors who were members of the Audit Committee
received $350 per meeting attended and $300 for other committee meetings
attended. In addition, Mr. Baronner received $18,000 for serving as Chairman of
the Board. Each director not employed by One Valley also receives an annual
grant of 100 shares of One Valley common stock. During 1998, there were no other
compensation arrangements for One Valley directors.
Under the One Valley Deferred Compensation Plan, One Valley directors
may defer fees they receive for serving as directors.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires One
Valley's directors and executive officers to make stock ownership and
transaction filings with the Securities and Exchange Commission and to provide
copies to One Valley. Based on a review of the reports furnished to One Valley
and written statements that no other reports were required, all Section 16(a)
filing requirements applicable to its officers and directors were met except for
Mr. Edward H. Maier, who filed one report late. One Valley is required to report
late filings.
CERTAIN TRANSACTIONS WITH DIRECTORS AND OFFICERS AND THEIR ASSOCIATES
One Valley and its banking subsidiaries have and expect to have business
transactions with directors, officers, principal shareholders and their
associates. During 1998, all of these transactions were made on substantially
the same terms (including interest rates, collateral and repayment terms on
loans) as comparable transactions with affiliated persons. One Valley's
management believes that these transactions, which at December 31, 1998, were,
in the aggregate, 14.32% of total shareholders' equity, did not involve more
than the normal business risk of collection or include other unfavorable
features.
Jackson & Kelly PLLC, a law firm in which Director James K. Brown is a
member, Steptoe & Johnson, a law firm in which Director J. Lee Van Metre, Jr.,
is a partner, Bowles, Rice, McDavid, Graff
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& Love PLLC, a law firm in which Director Lacy I. Rice, Jr., is of counsel, and
Sullivan & Cromwell, a law firm in which Director H. Rodgin Cohen is a partner,
performed legal services for One Valley and its subsidiaries in 1998. Based on
information provided by Messrs. Brown, Van Metre, Rice and Cohen, the payments
made to these law firms were less than five percent of the gross revenues of
each of those firms in 1998. In One Valley's opinion, these transactions were on
terms as favorable to One Valley as they would have been with unaffiliated third
parties.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
During 1998, One Valley's affiliate banks and One Valley Square, Inc.,
paid $114,910 to TerraCare, Inc., for landscaping services. TerraCare, Inc., is
a wholly owned subsidiary of TerraCo, Inc. Director Nelle Ratrie Chilton is Vice
President and director of TerraCo, Inc. In the opinion of One Valley, these
transactions were on terms as favorable to One Valley as they would have been
with third parties not otherwise affiliated with One Valley. The members of One
Valley's Compensation Committee during 1998 were Phillip H. Goodwin, Charles M.
Avampato, Dennis M. Bone, Nelle Ratrie Chilton, John L. D. Payne and H. Bernard
Wehrle, III.
BOARD COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Compensation Committee ("Committee") of the Board of Directors
establishes compensation policies, plans and programs to accomplish three
objectives:
o to attract and retain highly capable and well-qualified executives;
o to focus executives' efforts on increasing long-term shareholder
value; and
o to reward executives at levels which are competitive with the
marketplace for similar positions and consistent with the
performance of each executive and of One Valley.
The Committee has determined that to accomplish these objectives, total
compensation should be composed of base salary, short-term incentive
compensation and long-term incentive compensation. Total compensation refers to
the totals of the annual cash compensation and average long-term incentives.
The Committee meets at least annually and otherwise when necessary with
the Chief Executive Officer and the senior human resources executive to review
and approve the compensation programs for executives. Outside compensation
consultants are retained when the Committee deems it appropriate. In determining
the salary budget for 1998 and in fixing levels of executive compensation, the
Committee considered:
o the review of compensation by Price Waterhouse LLP,
o One Valley's performance relative to its long-range goals and its
peers,
o the relative individual performances of each executive.
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In its evaluation of One Valley's corporate performance when fixing base salary
levels, the Committee does not assign weights to the individual factors which,
taken together, constitute "corporate performance."
The Compensation Committee has determined that One Valley's compensation
is generally competitive with peer banks; however, One Valley places slightly
more emphasis on the incentive components of the compensation package than the
banks included in the peer group. Base compensation for One Valley's executives
is somewhat below the average for similar positions within comparable financial
institutions. The Committee believes, philosophically, that total compensation
should trend toward having a relatively higher percentage of compensation at
risk.
In 1998, the Committee retained Towers Perrin to study the cash and
non-cash compensation of the most senior executives of One Valley. This new
study will assist the Committee in its continuing evaluation of the external
competitiveness of compensation and executive benefits available to One Valley
executives. The information will be used for establishing compensation practices
for 1999.
One Valley pays short-term incentive compensation to key executives, as
determined by the Compensation Committee, pursuant to One Valley's Executive
Incentive Compensation Plan ("EICP"). Awards under EICP are based upon
individual and corporate performance. Corporate performance is measured by One
Valley's earnings per share (EPS) growth relative to a target level set by the
Board of Directors, and One Valley's performance on six financial measures as
compared to a selected peer group. The comparative measures are: net operating
expenses / average assets; non-performing assets / (loans and OREO); net loan
charge-offs / average loans; efficiency ratio; return on assets; and return on
equity. The individual portion is based upon performance of the executive and
the unit he or she manages in meeting established objectives.
In establishing the short-term payouts for 1998, the Committee
considered One Valley's performance relative to peers which placed results in
the top quintile of the peer group of fifteen (15) banks. EICP awards were
influenced by the impact of acquisition costs on certain goals. However, the
Committee considers the impact of these acquisition costs to be short-term in
nature and a transition to greater long-term value.
The Committee believes that shareholder value can be further increased
by aligning the financial interests of One Valley's key executives with those of
its shareholders. Awards of stock options pursuant to One Valley's Incentive
Stock Option Plan ("ISOP") are intended to meet this objective and constitute
the long-term incentive portion of executive compensation. Participation in the
ISOP is specifically approved by the Committee and consists of approximately
twenty-five to thirty senior management employees of One Valley and its
affiliate banks who are deemed to have the opportunity to most significantly
affect corporate results.
Under the ISOP, the option price paid by the executive to exercise the
option is the fair market value of One Valley Common Stock on the day the option
is granted. The executive may exercise the option any time within a ten-year
period. The options gain value over that time only if the market price of One
Valley stock increases. The Committee believes the ISOP focuses the attention
and efforts of executive management upon increasing long-term shareholder value.
The Committee awards options
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<PAGE>
once each year to key executives in amounts it believes are adequate to achieve
the desired objective. The total number of shares available for award in each
plan year is specified in the ISOP. These shares are usually allocated to
executives based upon the recommendation of the Chief Executive Officer.
The Compensation Committee determines total compensation for the CEO in
basically the same way as for other executives, recognizing that the CEO has
overall responsibility for the performance of One Valley. Therefore, One
Valley's performance has a direct impact upon the CEO's compensation. One
Valley's earnings per share determines the amount of base compensation increase
and significantly affects the EICP award. In addition, the market price of One
Valley Common Stock determines the value of options previously awarded to the
CEO. The base compensation of the CEO in 1998 was based primarily on the
corporate results in 1997 relative to long-range plan goals for earnings, asset
quality, capital, liquidity and resource utilization. As discussed above, no
attempt is made by the Committee to assign weights to the components of
corporate performance in fixing the CEO's base compensation.
This report shall not be deemed to be incorporated by reference into any
filing under the Securities Act of 1933 or the Securities Exchange Act of 1934,
unless One Valley specifically incorporates this report by reference. It will
not otherwise be filed under such Acts.
The report is submitted by the Compensation Committee, which consists of
Dennis M. Bone, Chairman
Charles M. Avampato
Nelle Ratrie Chilton
John L. D. Payne
H. Bernard Wehrle, III.
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PERFORMANCE GRAPH
The following five-year performance graph compares the yearly change in
cumulative total shareholder return on One Valley common stock, with the
cumulative total return of the Standard & Poor's 500 Stock Index and the Media
General Industry Group Index - 04. Industry Group Index - 04 consists of all
banks and bank holding companies within the United States whose stock has been
publicly traded for at least six years. This graph assumes the reinvestment of
all dividends and an initial investment of $100. There is no assurance that One
Valley's stock performance will continue in the future with the same or similar
trends as the graph depicts.
FIVE-YEAR CUMULATIVE TOTAL RETURN COMPARISON*
<TABLE>
<CAPTION>
One Valley
S&P 500 Publicly Traded Banks Bancorp
<S> <C> <C> <C>
1993 100 100 100
1994 101 97 104
1995 139 135 119
1996 171 177 183
1997 229 255 244
1998 294 268 213
</TABLE>
*The graph shall not be deemed to be incorporated by reference into any filing
under the Securities Act of 1933 or the Securities Exchange Act of 1934, unless
One Valley specifically incorporates this graph by reference. It will not
otherwise be filed under such Acts.
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EXECUTIVE COMPENSATION AND OTHER INFORMATION
SUMMARY OF COMPENSATION
The following table summarizes the compensation One Valley paid its
chief executive officer and the four other most highly compensated executive
officers as of the end of 1998.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Annual Compensation Long-Term Compensation
------------------- ------------------------
Awards Payouts
------- ---------
All Other
Other Compensation
Incentive Annual Restricted Securities (Including
Compen- Compen- Stock Underlying LTIP 401(k)
Name and Salary sation sation Award(s) Options Payouts Matching
Principal Position Year ($) ($) ($) ($) (#) ($) Contributions)
- ------------------ ---- --- --- --- --- --- --- --------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
J. Holmes Morrison 1998 400,000 160,000 0 0 18,000 0 4,000
President and CEO 1997 377,000 180,960 0 0 18,000 0 4,000
1996 362,000 173,760 0 0 15,625 0 3,750
Phyllis H. Arnold 1998 245,083 93,744 0 0 11,000 0 4,000
Exec. Vice President 1997 227,000 86,442 0 0 10,875 0 4,000
& Chief Operating 1996 218,000 93,696 0 0 9,375 0 3,750
Officer
Frederick H. Belden, 1998 192,000 61,920 0 0 8,200 0 4,000
Jr. 1997 181,000 62,445 0 0 8,125 0 4,000
Exec. Vice President 1996 174,000 60,030 0 0 7,031 0 3,750
Laurance G. Jones 1998 190,000 59,850 0 0 8,200 0 4,000
Exec. Vice President 1997 178,000 60,609 0 0 8,125 0 4,000
1996 171,000 58,995 0 0 7,031 0 3,750
Kenneth R. Summers 1998 167,917 48,663 0 0 7,200 0 4,000
Sr. Vice President 1997 158,000 47,795 0 0 7,125 0 4,000
1996 152,000 46,740 0 0 6,250 0 3,750
</TABLE>
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SUMMARY OF STOCK OPTIONS
The following table lists One Valley's grants during 1998 of stock
options to the listed officers and all recipients of options under One Valley's
1993 Incentive Stock Option Plan. The table also provides information about the
potential gain to all shareholders at the designated rate of appreciation. The
actual value, if any, an officer may realize depends on the amount by which the
stock market price is greater than the exercise price. The exercise price is the
price the employee must pay to buy the shares. It is set at the fair market
value of One Valley common stock on the date One Valley granted the options.
Recipients may exercise options at any time. The table reflects the impact of a
25% stock dividend declared on August 19, 1997. One Valley did not award any
stock appreciation rights.
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
Individual Grants
--------------------------------------------------------
Number of Potential Realizable Value
Securities % of Total At Assumed Annual Rates
Underlying Options Of Stock Appreciation for
Options Granted to Exercise or Ten-Year Option Term
Granted Employees in Base Price Expiration 5% 10%
Name (#) Fiscal Year ($/Sh) (1) Date ($) ($)
- ---- --- ----------- ---------- ---- ----- -----
<S> <C> <C> <C> <C> <C> <C>
J. Holmes Morrison 18,000 11.1% 38.22 04/29/08 432,540 1,096,380
Phyllis H. Arnold 11,000 6.8% 38.22 04/29/08 264,330 670,010
Frederick H. Belden, Jr. 8,200 5.1% 38.22 04/29/08 197,046 499,462
Laurance G. Jones 8,200 5.1% 38.22 04/29/08 197,046 499,462
Kenneth R. Summers 7,200 4.4% 38.22 04/29/08 173,016 438,552
26 Optionees
(including the five 157,900 100.0% 38.22 04/29/08 3,794,337 9,617,689
listed above)
One Optionee 4,000 - 36.63 05/18/08 92,160 233,520
All Shareholders - - - - 825,984,625 2,092,998,941
Optionee Gain as % of
All Shareholders' Gain - - - - .49% .49%
</TABLE>
- -----------------------
(1) Plan participants may use previously owned shares to pay for an option's
exercise price. Additionally, plan participants may have One Valley
withhold their shares due upon exercise of an option to satisfy their
required tax withholding obligations. In 1997, One Valley amended the
plan to extend the expiration period of the options to the earlier of
three years or the full option term if a participant retires, is
disabled or is terminated because of a change in control. The number of
shares has been adjusted for the 25% stock dividend declared on August
19, 1997.
14
<PAGE>
SUMMARY OF OPTION EXERCISES
The following table lists the number of shares acquired and the value
realized as a result of the exercise of options during 1998 for the listed
officers. The value realized is the difference between the market price of the
shares acquired and the exercise price of the options. The table also lists the
number of shares underlying unexercised options as well as values for
"in-the-money" options. Options are "in-the-money" if the 1998 year-end share
price is higher than the exercise price.
OPTION EXERCISES IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
Number of
Securities Value of
Underlying Unexercised
Unexercised In-the-Money
Shares Options at Options at
Acquired On FY-End (#) FY-End ($)
Name Exercise (#) Value Realized ($) Exercisable Exercisable
- ---- ------------- ----------------- -------------- ------------
<S> <C> <C> <C> <C>
J. Holmes Morrison 4,600 112,600 52,639 626,422
Phyllis H. Arnold 7,680 170,261 37,090 422,778
Frederick H. Belden, Jr. 1,000 18,528 32,438 380,450
Laurance G. Jones 1,087 15,090 25,818 260,007
Kenneth R. Summers 0 0 40,544 565,767
</TABLE>
RETIREMENT BENEFITS
One Valley maintains a qualified pension plan. Compensation covered by a
qualified pension plan is based on total pay received during a period of 60
consecutive months of employment which results in the highest total pay. "Total
pay" does not include stock options or payments in lieu of benefits under One
Valley's flexible benefits program. "Total pay" is the total annual salary and
bonus listed in the Summary Compensation Table.
For purposes of calculating retirement, the benefits compensation is
capped at $160,000. As of November 1, 1998, the credited years of service under
the retirement plan for the following individuals were: Phyllis H. Arnold,
22.667 years; J. Holmes Morrison, 31.167 years; Frederick H. Belden, Jr., 31.000
years; Laurance G. Jones, 29.417 years; and Kenneth R. Summers, 35.417 years.
15
<PAGE>
In 1990, One Valley established a Supplemental Employee Retirement Plan
for members of senior management, including the individuals named in the Summary
Compensation Table. This plan provides for a benefit at normal retirement of 65%
of final average compensation, less the retirement benefit under the Defined
Benefit Pension Plan, any retirement benefits from a previous employer and the
employee's Social Security benefit. The plan also provides a reduced early
retirement benefit and a disability retirement benefit. Both of these benefits
are reduced by benefits paid under One Valley's Long Term Disability Plan and
Social Security benefits an employee receives.
In 1997, One Valley amended the Supplemental Employee Retirement Plan to
exclude stock options and payments in lieu of benefits under One Valley's
flexible benefits program from the calculation of Supplemental Employee
Retirement Plan benefits. During 1998, $371,794 was accrued for the Supplemental
Employee Retirement Plan Trust, and $178,449 was paid into the Trust.
For illustrative purposes, the following table lists the approximate
annual retirement benefits (Qualified Plan and Supplemental Plan) an employee
would receive if he or she retired on November 1, 1998, at age 65. Amounts are
based on the full life annuity form under various assumptions as to salary and
years of service. Benefits are not subject to deduction for Social Security or
other offset amounts.
<TABLE>
<CAPTION>
PENSION PLAN TABLE
Highest Consecutive Estimated Annual Pension For
Five-Year Representative Years of Credited Service
Average Compensation* 15 20 25 or More
<S> <C> <C> <C>
$125,000 $ 27,665 $ 36,887 $ 65,146
150,000 33,665 44,887 81,396
175,000 39,665 52,887 97,646
200,000 45,665 60,887 113,896
225,000 51,665 68,887 130,146
250,000 57,665 76,887 146,396
300,000 69,665 92,887 178,896
400,000 93,665 124,887 243,896
450,000 105,665 140,887 276,396
500,000 117,665 156,887 308,896
550,000 129,665 172,887 341,396
600,000 141,665 188,887 373,896
650,000 153,665 204,887 406,396
700,000 165,665 220,887 438,896
</TABLE>
* IRS Maximum for Qualified Plan is $160,000.
16
<PAGE>
CHANGE IN CONTROL ARRANGEMENTS
In October 1996, One Valley entered into agreements with all officers
listed in the Summary Compensation Table and with other officers to encourage
those key officers not to seek other employment because of the possibility of
another entity's acquiring One Valley. One Valley designed these agreements to
secure the executives' continued service and dedication in the face of the
perception a change in control could occur, or an actual or threatened change in
control. Because of the amount of acquisition activity in the banking industry,
the Board of Directors believed entering into these agreements was in One
Valley's best interest. The 1996 agreements replaced existing change in control
agreements and were not entered into because a change in control was imminent.
Generally, the agreements apply if there is a change in control of One
Valley and for two years following the change in control. During this period, if
the executive (a) is terminated by One Valley without cause, (b) resigns for
"good reason," or (c) if an executive at the level of executive vice president
or above voluntarily terminates employment during the thirteenth month after a
change in control, then the executive will receive cash equal to either three
(at the level of executive vice president or above) or two times the sum of (a)
the executive's base salary and average bonus for the three years prior to the
change in control, and (b) a pro rata portion of the executive's target bonus
for the year when the change in control occurs. Health benefits will continue
for 36 months following that period, and the executive will receive retiree
medical benefits if the executive has 10 years of service and is at least 50
years old.
If an excise tax under Section 4999 of the Internal Revenue Code applies
to these agreements, One Valley will pay executives (at the level of executive
vice president or above) an additional amount so that after payment of the tax,
the executive has received the full change in control benefits. However, the
extra payment will not be made and payments will be capped if One Valley reduces
the change in control payments so that no excise tax is due. If necessary, One
Valley will reduce payments for other executives under the change in control
agreements so no excise tax would be due. Under the agreements, executives will
not resign for 180 days after change in control activities have begun, unless
the activities terminate or a change in control occurs.
Under the change in control agreements, a "change in control" means (a)
a person becomes the beneficial owner of 50% or more of the voting power of One
Valley, (b) a change in a majority of the Board, (c) the completion of a
reorganization, merger, consolidation or sale of substantially all of One
Valley's assets (unless One Valley's shareholders receive more than 60% of the
voting stock of the acquiring company, no person acquires more than 50% of the
voting stock, and One Valley's Board of Directors constitutes a majority of the
continuing board of directors of the acquiring company), or (d) a liquidation,
dissolution or sale or disposition of all or substantially all of One Valley's
assets.
17
<PAGE>
ONE VALLEY SHARE OWNERSHIP
The following table lists One Valley's share ownership for the persons
or groups specified. Ownership includes direct and indirect (beneficial)
ownership as defined by SEC rules. Information in the table is as of March 5,
1999. Share totals include 100 directors' qualifying shares which One Valley's
Bylaws require each director to own. The Bylaws further require that to be
eligible for re-election, a director must own at least 500 shares by the end of
the first three years of service.
DIRECTORS, EXECUTIVE OFFICERS AND NOMINEES
<TABLE>
<CAPTION>
SHARES
NAME POSITIONS WITH COMPANY BENEFICIALLY OWNED
---- ---------------------- ------------------
<S> <C> <C>
NOMINEES FOR THREE-YEAR TERM:
- -----------------------------
Phyllis H. Arnold Chief Operating Officer, 90,391 Direct (1) (2)
Executive Vice President, Director
Charles M. Avampato Director 32,894 Direct
5,138 Indirect
James K. Candler Director 24,573 Direct (3)
James L. Davidson, Jr. Director 181,631 Direct (3)
12,806 Indirect
John D. Lynch Director 32,912 Direct
4,687 Indirect
Charles R. Neighborgall, III Director 2,857 Direct
3,656 Indirect
W. Lowrie Tucker, III Director 32,939 Direct
7,599 Indirect
J. Lee Van Metre, Jr. Director 2,822 Direct
2,612 Indirect
John H. Wick, III Director 17,098 Direct
43,730 Indirect
NOMINEES FOR TWO-YEAR TERM:
- ---------------------------
John Mork Nominee 900 Direct
William A. Rice, Jr. Nominee 5,825 Direct
Edwin H. Welch Nominee 2,517 Direct
18
<PAGE>
SHARES
NAME POSITIONS WITH COMPANY BENEFICIALLY OWNED
---- ---------------------- ------------------
CONTINUING DIRECTORS:
- ---------------------
Dennis M. Bone Director 1,040 Direct
James K. Brown Director 2,767 Direct
4,018 Indirect
Nelle Ratrie Chilton Director 68,178 Direct
H. Rodgin Cohen Director 3,446 Direct
R. Marshall Evans, Jr. Director 44,633 Direct
2,208,169 Indirect(4)
Bob M. Johnson Director 46,345 Direct(2)
31,892 Indirect
Robert E. Kamm, Jr. Director 330,495 Direct
27,191 Indirect
Edward H. Maier Director 26,000 Direct
J. Holmes Morrison President, Chief Executive Officer, 86,020 Direct (1) (2)
Director 15,583 Indirect
John L. D. Payne Director 1,215 Direct
724,806 Indirect (5)
Lacy I. Rice, Jr. Director 179,964 Direct
4,687 Indirect
Brent D. Robinson Senior Vice President, 36,132 Direct (2)
Director 1,065 Indirect
Richard B. Walker Director 4,544 Direct
Thomas D. Wilkerson Director 3,112 Direct
19
<PAGE>
SHARES
NAME POSITIONS WITH COMPANY BENEFICIALLY OWNED
---- ---------------------- ------------------
EXPIRED TERMS:
Robert F. Baronner Chairman of the Board, 15,792 Direct
Director 9,432 Indirect
James Gabriel Director 28,351 Direct
4,531 Indirect
Thomas E. Goodwin Director 11,695 Direct
11,683 Indirect
Angus E. Peyton Director 51,668 Direct
255,888 Indirect
James W. Thompson Director 24,929 Direct
10,195 Indirect
H. Bernard Wehrle, III Director 3,943 Direct
OTHER EXECUTIVE OFFICERS:
- -------------------------
Frederick H. Belden, Jr. Executive Vice President 45,965 Direct (1) (2)
3,125 Indirect
Laurance G. Jones Executive Vice President, 35,318 Direct (2)
Chief Financial Officer 6,537 Indirect
Kenneth R. Summers Senior Vice President 54,953 Direct (1) (2)
276 Indirect
All Directors, Nominees and 1,566,952 Direct
Executive Officers as a Group 2,821,872 Indirect
(36 Individuals)
</TABLE>
All Directors, Nominees and Executive Officers as a Group - 12.76%. Three of the
above individuals beneficially own more than one percent of One Valley common
stock: R. Marshall Evans, Jr. - 6.55%, Robert E. Kamm, Jr. - 1.04%, and John L.
D. Payne - 2.11%.
(1) Includes shares the individual has the right to acquire within 60 days
through the exercise of options under One Valley's 1983 Stock Option
Plan: Phyllis H. Arnold - 4,589, J. Holmes Morrison - 13,013, Kenneth R.
Summers - 10,405, and Frederick H. Belden, Jr. - 1,687.
20
<PAGE>
(2) Includes shares the individual has the right to acquire within 60 days
through the exercise of options under One Valley's 1993 Stock Option
Plan: Phyllis H. Arnold - 43,501, Bob M. Johnson - 6,000, Robert E.
Kamm, Jr. - 27,801, J. Holmes Morrison - 57,626, Brent D. Robinson -
13,000, Kenneth R. Summers - 37,339, Frederick H. Belden, Jr. - 37,951,
and Laurance G. Jones - 34,018.
(3) Includes shares the individual has the right to acquire within 60 days
through the exercise of options under the FFVA Financial Corporation
1994 Stock Option Plan: James K. Candler - 13,238, and James L.
Davidson, Jr. - 83,713.
(4) See Note (1) under Certain Beneficial Owners.
(5) Consists of 146,247 shares held in nine trusts of which John L. D. Payne
is a co-trustee, 567,434 shares held by Hubbard Properties, Inc.,
formerly Dickinson Company, LLC, Payne-Gallatin Mining Company and Horse
Creek Land and Mining Company and 10,000 shares held by Southern Land
Limited Partnership (in which companies Mr. Payne is an executive
officer and director), and 1,125 shares owned by his children; does not
include 191,586 shares held in or through trusts in which John L. D.
Payne, at the discretion of trustees, is an income beneficiary.
CERTAIN BENEFICIAL OWNERS
ONE VALLEY COMMON STOCK OWNERSHIP
Mr. R. Marshall Evans, Jr. is the only shareholder known to One Valley
to beneficially own five percent or more of One Valley's common stock.
"Beneficially own" means to own the shares directly, or to have the right to
vote the shares, or to have the right to dispose of the shares. More than one
person may "beneficially own" the same shares. For example, co-trustees of a
trust may each be "beneficial owners" of the shares in the trust.
Name and Address of Amount and Nature of Percent
Beneficial Owner Beneficial Ownership (1) of Class
---------------- ------------------------ --------
R. Marshall Evans, Jr. 2,252,802 (1) 6.55%
3401 Northside Parkway
Atlanta, GA 30327
- ----------------
(1) Consists of (a) 1,308,562 shares held as co-trustee with an individual
co-trustee and One Valley Bank; (b) 219,464 shares held as co-trustee
with One Valley Bank and another individual co-trustee; (c) 186,731
shares held with One Valley Bank as co-trustee; (d) 36,132 shares held
by his wife as trustee of trusts for the benefit of his children; (e)
44,633 shares owned of record; (f) 9,033 shares owned of record by his
wife; and (g) 438,247 shares owned by Hubbard
21
<PAGE>
Properties, Inc., formerly Dickinson Company, LLC, and 10,000 shares
owned by Southern Land Limited Partnership (in which Mr. Evans is an
executive officer and director). This does not include 35,654 shares
held in trusts from which Mr. Evans may, at the discretion of the
co-trusees, receive distributions of income and, under certain
circumstances, distributions of principal.
One Valley's subsidiary banks hold of record as trustee, co-trustee,
executor or co-executor, 4,848,642 shares of stock representing 14.09% of the
outstanding One Valley shares. One Valley does not vote all of these shares. The
information below indicates when One Valley's subsidiary banks have voting
control:
o The banks do not vote the 4,095,763 shares held as co-trustee or co-executor.
o The banks hold 752,879 shares as sole trustee or sole executor,
of which 707,666 shares (or 2.06% of the total shares
outstanding) will be voted by the banks, as trustee or executor.
These shares will be voted "FOR" the election of the 12 nominees
as directors and "FOR" the ratification of the selection of Ernst
& Young LLP as independent auditors.
o The banks hold 45,213 shares as sole trustee or sole executor in
personal trust and self-directed employee benefit accounts. These
shares will be voted at the direction of the grantor, settlor or
beneficiary of those accounts.
RATIFICATION OF AUDITORS
(ITEM 2 ON PROXY CARD)
The Board of Directors has selected the firm of Ernst & Young LLP to
serve as independent auditors for One Valley for 1999. Although the selection of
auditors does not require shareholder ratification, the Board of Directors has
submitted the appointment of Ernst & Young LLP to the shareholders for
ratification. If the shareholders do not ratify the appointment of Ernst & Young
LLP, the Board of Directors will consider the appointment of other independent
auditors.
Ernst & Young LLP advised One Valley that no member of that accounting
firm has any direct or indirect material interest in One Valley, or any of its
subsidiaries. A representative of Ernst & Young LLP will be present at the
annual meeting, will have the opportunity to make a statement and will respond
to appropriate questions. The proxies will vote your proxy "FOR" the
ratification of the selection of Ernst & Young LLP unless otherwise directed.
22
<PAGE>
FORM 10-K ANNUAL REPORT TO THE
SECURITIES AND EXCHANGE COMMISSION
ONE VALLEY WILL PROVIDE A COPY OF ONE VALLEY'S 1998 ANNUAL REPORT ON
FORM 10-K, WITHOUT CHARGE, TO ANY SHAREHOLDER, UPON WRITTEN REQUEST MAILED TO
LAURANCE G. JONES, EXECUTIVE VICE PRESIDENT AND CHIEF FINANCIAL OFFICER, ONE
VALLEY BANCORP, INC., P. O. BOX 1793, CHARLESTON, WEST VIRGINIA 25326.
OTHER INFORMATION
If any of the nominees for election as directors is unable to serve due
to death or other unexpected occurrence, your proxies will be voted for a
substitute nominee or nominees designated by the Board of One Valley, or the
Board of Directors may adopt a resolution to reduce the number of directors to
be elected. The Board of Directors is unaware of any other matters to be
considered at the annual meeting. If any other matters properly come before the
meeting, persons named in the accompanying proxy will vote your shares in
accordance with the direction of the Board of Directors.
SHAREHOLDER PROPOSALS FOR 1999
Any shareholder who wishes to have a proposal placed before the next
Annual Meeting of Shareholders must submit the proposal to Merrell S. McIlwain
II, Secretary of One Valley, at its executive offices, no later than November
29, 1999, to have it considered for inclusion in the proxy statement of the
Annual Meeting in 2000.
J. Holmes Morrison
President
Charleston, West Virginia
March 26, 1999
23
<PAGE>
PROXY ONE VALLEY BANCORP, INC. PROXY
CHARLESTON, WEST VIRGINIA
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF SHAREHOLDERS, APRIL 27, 1999
Charles D. Dunbar, Elizabeth Lord and Louis S. Southworth II, or any one
of them with full power to act alone and with full power of substitution, are
hereby authorized to represent and to vote stock of the undersigned in One
Valley Bancorp, Inc. at the Annual Meeting of Shareholders to be held April 27,
1999, and any adjournment thereof.
Unless otherwise specified on this Proxy, the shares represented by this
Proxy will be voted "FOR" the propositions listed on the reverse side and
described more fully in the Proxy Statement of One Valley Bancorp, Inc.,
distributed in connection with this annual meeting. If any shares are voted
cumulatively for the election of Directors, the Proxies, unless otherwise
directed, shall have full discretion and authority to cumulate their votes and
vote for less than all such nominees. If any other business is presented at said
meeting, this Proxy shall be voted in accordance with recommendations of the
Board of Directors.
PLEASE MARK, SIGN, DATE AND MAIL THE PROXY CARD
PROMPTLY USING THE ENCLOSED ENVELOPE.
(Continued and to be signed on reverse side.)
<PAGE>
ONE VALLEY BANCORP, INC.
PLEASE MARK VOTE IN OVAL IN THE FOLLOWING
MANNER
USING DARK INK ONLY. [ ]
The Board of Directors recommends a vote "FOR" the listed propositions.
<TABLE>
<CAPTION>
FOR WITHHOLD FOR ALL
ALL ALL EXCEPT *
<S> <C> <C> <C>
Except Nominee(s) Written Below
1. Election of Directors for the terms specified
in the Proxy Statement: [ ] [ ] [ ]
Phyllis H. Arnold, Charles M. Avampato,
James K. Candler, James L. Davidson, Jr.,
John D. Lynch, John Mork,
Charles R. Neighborgall, III, William A.
Rice, Jr., W. Lowrie Tucker, III, J. Lee
Van Metre, Jr., Edwin H. Welch and John H.
Wick, III
- -----------------------------------
* (Except Nominee(s) written above.)
2. Ratify the selection of Ernst & Young LLP as FOR AGAINST ABSTAIN
Independent Auditors for 1999.
[ ] [ ] [ ]
3. Transact such other business as may properly come before the meeting and
any adjournment thereof.
Dated: _________________, 1999
_______________________________________
Signature(s)
When signing as attorney, executor,
administrator, trustee or guardian, please
give full title. If more than one trustee,
all should sign.
</TABLE>
