WEST COAST BANCORP
4770 Campus Drive, Suite 250
Newport Beach, California 92660
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Be Held June 27, 1996
TO THE SHAREHOLDERS OF WEST COAST BANCORP:
NOTICE IS HEREBY GIVEN that, pursuant to its Bylaws and the call of its
Board of Directors, the Annual Meeting of Shareholders (the "Meeting") of West
Coast Bancorp, a California corporation (the "Company"), will be held on
Thursday, June 27, 1996, at 9:00 a.m. at the City National Bank Building, 4685
MacArthur Court, Newport Beach, California 92660, for the following purposes
all as set forth in the attached Proxy Statement:
1. Election of Directors. To elect six persons to the Board of Directors to
serve until the 1997 Annual Meeting of Shareholders and until their
successors have been elected and qualified. The following six persons
are the Board of Directors' nominees:
J. David Cheshier John B. Joseph
L. Wayne Gertmenian, Ph.D. Lacy G. Marlette, Jr.
Thomas A. Jones, C.P.A. Ronald R. White
2. Other Business. To transact such other business as may properly come
before the Meeting and at any and all adjournments thereof.
Only those shareholders of record at the close of business on May 21, 1996
shall be entitled to notice of, and to vote in person or by Proxy at, the
Meeting. As set forth in the enclosed Proxy statement, the Proxy is solicited
by the Board of Directors of the Company. It is expected that this Notice of
Proxy and accompanying Proxy Statement will be mailed to shareholders on or
about May 28, 1996.
By Order of the Board of Directors
Frank E. Smith, Secretary
May 28, 1996
IT IS IMPORTANT THAT ALL SHAREHOLDERS VOTE. WE URGE YOU TO SIGN AND RETURN THE
ENCLOSED PROXY AS PROMPTLY AS POSSIBLE, REGARDLESS OF WHETHER OR NOT YOU PLAN
TO ATTEND THE MEETING IN PERSON. IF YOU DO ATTEND THE MEETING, YOU MAY THEN
WITHDRAW YOUR PROXY AND VOTE IN PERSON. IN ORDER TO FACILITATE THE PROVIDING
OF ADEQUATE ACCOMMODATIONS, PLEASE INDICATE ON THE PROXY WHETHER OR NOT YOU
PLAN TO ATTEND THE MEETING.
This document contains a total of 12 pages
WEST COAST BANCORP
4770 Campus Drive, Suite 250
Newport Beach, California 92660
(714) 442-9330
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
June 27, 1996
INTRODUCTION
This Proxy Statement is furnished in connection with the
solicitation of Proxies for use at the Annual Meeting of Shareholders
(the "Meeting") by the Board of Directors of West Coast Bancorp a
California Corporation (the "Company") to be held on Thursday, June
27, 1996, at 9:00 a.m. at the City National Bank Building, 4685
MacArthur Court, Newport Beach, California 92660 and at any and all
adjournments thereof. J. David Cheshier and Lacy G. Marlette, Jr.,
the designated proxy holders, are members of the Company's Board of
Directors. It is expected that this Proxy Statement and the
accompanying Notice of Proxy will be mailed to shareholders on or
about May 28, 1996. Only shareholders of record on May 21, 1996 are
entitled to vote in person or by proxy at the meeting or any
adjournment thereof.
Matters to be Considered
The matters to be considered and voted upon at the Meeting will be:
1. Election of Directors. To elect six persons to the Board of
Directors to serve until the next Annual Meeting of Shareholders and
until their successors are elected and have qualified.
2. Other Business. To transact such other business as may properly
come before the Meeting and at any and all adjournments thereof.
Cost of Solicitation of Proxies
The Company will bear the costs of this solicitation, including
the expense of preparing, assembling, printing and mailing this Proxy
Statement and the material used in this solicitation of Proxies. It
is contemplated that Proxies will be solicited principally through the
mails, but directors, officers and regular employees of the Company
may solicit Proxies personally or by telephone. Although there is no
formal agreement to do so, the Company may reimburse banks, brokerage
houses and other custodians, nominees and fiduciaries for their
out-of-pocket expenses in connection with forwarding these Proxy
materials to their principals. In addition, the Company has retained
McCormick & Pryor Ltd. to assist in the solicitation of Proxies for
the fee of $3,500, plus reimbursement of reasonable out-of-pocket
expenses incurred in connection with the solicitation.
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Outstanding Securities, Voting Rights and Revocability of Proxies
There were issued and outstanding 9,168,942 shares of the
Company's common stock, no par value per share ("common stock"), on
May 21, 1996, which has been set as the record date for the purpose of
determining the shareholders entitled to notice of, and to vote at,
the Meeting.
Each holder of common stock will be entitled to one vote, in
person or by Proxy, for each share of common stock outstanding in his
or her name on the books of the Company as of the record date for the
Meeting on any matter submitted to the vote of the shareholders,
except that in connection with the election of directors, the shares
are entitled to be voted cumulatively if a shareholder present at the
Meeting has given notice at the Meeting prior to the voting of his or
her intention to vote his or her shares cumulatively. If any
shareholder has given such notice, all shareholders may cumulate their
votes for candidates in nomination. Cumulative voting entitles a
shareholder to give one nominee as many votes as is equal to the
number of directors to be elected, multiplied by the number of shares
owned by such shareholder, or to distribute his or her votes on the
same principle between two or more nominees as he or she sees fit.
In the election of directors, if a quorum is present, the six
candidates receiving the highest number of votes are elected,
abstentions and broker non-votes are not counted as being voted,
however such votes are counted for determining a quorum.
Discretionary authority to cumulate votes is hereby solicited by the
Board of Directors, and return of an executed Proxy shall be the grant
of such authority.
With respect to any other matter presented at the Meeting, if a
quorum is present, the approval of such matter would require (i) the
affirmative vote of a majority of the shares represented and voting at
the Meeting and (ii) the affirmative vote of at least a majority of
the required quorum. Abstentions from voting and broker non-votes
would have no effect on the outcome of the vote with respect to the
first test since they are not deemed to be shares represented and
voting at the Meeting and would have the effect of a vote against the
proposal with respect to the second test since they would not
constitute affirmative votes for such matter.
If you hold your common stock in "street name" and you fail to
instruct your broker or nominee as to how to vote such shares of
common stock, your broker or nominee may, in its discretion, vote your
shares "For" the election of the nominees for directors set forth
herein.
A Proxy for use at the Meeting is enclosed. Any shareholder who
executes and delivers such Proxy has the right to revoke it at any
time before it is exercised by filing with the Secretary of the
Company an instrument revoking it or a duly executed Proxy bearing a
later date. It may also be revoked by attendance at the Meeting and
election to vote thereat. Subject to such revocation, all shares
represented by a properly executed Proxy received prior to or at the
time of the Meeting will be voted by Proxy Holders in accordance with
the instructions on the Proxy. If no instruction is specified in
respect to a matter to be acted upon, the shares represented by the
Proxy will be voted "For" the election of the nominees for directors
set forth herein. It is not anticipated that any matters will be
presented at the Meeting other than as set forth in the accompanying
Notice of Meeting. If, however, any other matters are properly
presented at the Meeting, the Proxy will be voted in accordance with
the best judgment and in the discretion of the Proxy Holders.
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DIRECTORS AND EXECUTIVE OFFICERS
Election of Directors
The Bylaws of the Company provide that the Company shall have not
less than five nor more than nine directors, unless changed by a bylaw
amending Section 3.3(a) of Article 3 of the Company's Bylaws, duly
adopted by the vote or written consent of the Company's shareholders.
The Bylaws further provide that the exact number of directors shall be
fixed from time to time, within the foregoing range, by a bylaw or
amendment thereof or a resolution duly adopted by the Board of
Directors or by the shareholders. The number of directors is
currently fixed at six.
The individuals named below, all of whom are present members of
the Board of Directors of the Company, will be nominated for election
to serve until the next Annual Meeting of Shareholders and until their
successors have been elected and qualified. Votes will be cast
pursuant to the enclosed Proxy in such a way as to effect the election
of said nominees, or as many thereof as possible, under applicable
voting rules. In the event that any of the nominees should be unable
or unwilling to accept nomination for election as a director, it is
intended that the Proxy Holders will vote for the election of such
substitute nominees, if any, as shall be designated by the Board of
Directors. The Board of Directors has no reason to believe that any
nominee will be unable or unwilling to serve if elected to office.
None of the directors or executive officers were selected
pursuant to any arrangement or understanding, other than with the
directors and executive officers of the Company acting within their
capacity as such. There are no family relationships among directors
or executive officers of the Company as of the date hereof.
The following table sets forth certain information, as of April
15, 1996, with respect to those individuals who are to be nominated by
the Board of Directors for election as directors.
Year First
Elected or Position
Appointed as with the
Name of Director Age Director Company
---------------------------------------------------------------------
John B. Joseph 57 1981 Chairman of
the Board,
President
and CEO
Ronald R. White 49 1981 Vice Chairman
of the Board
and Executive
Vice President
J. David Cheshier, C.P.A. 49 1981 Director
L. Wayne Gertmenian, Ph.D. 56 1991 Director
Thomas A. Jones, C.P.A. 57 1990 Director
Lacy G. Marlette, Jr., C.P.A. 49 1987 Director
John B. Joseph is currently the Chairman of the Board, President
and Chief Executive Officer of the Company. He has been Chairman of
the Board of Directors of the Company since its inception in 1981 and
Chief Executive Officer since April 1991. Mr. Joseph also serves, or
has served, in the following capacities during the past five years:
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President of the Company from 1987 to April 1991 and from April 1993;
Vice Chairman of the Board of Directors of The Centennial Group, Inc.,
a Delaware corporation ("CGI"), from 1987 to December 1995; Senior
Executive Vice President of CGI from July 1987 to July 1993; general
partner of various limited partnerships engaged in real estate
development and lending activities. Mr. Joseph has held, over the
past five years up until July 1993, various positions in the
subsidiaries of CGI. Mr. Joseph presently holds and has held, over
the past five years, various positions in the subsidiaries of the
Company. Mr. Joseph is a director of the Company's subsidiaries
Sunwest Bank and WCV, Inc.
Ronald R. White is currently Executive Vice President and Vice
Chairman of the Board of Directors of the Company. Mr. White has
served in the following capacities during the past five years:
Chairman of the Board of Directors, President and Chief Executive
Officer of CGI from 1987 to December 1995; general partner of various
limited partnerships engaged in real estate development and lending
activities. Mr. White has held, over the past five years up until
December 1995, various positions in the subsidiaries of CGI. Mr.
White is a director of Sunwest Bank and WCV, Inc. Mr. White presently
holds and has held, over the past five years, various positions in the
subsidiaries of the Company and CGI.
J. David Cheshier is a certified public accountant and is in the
employ of Vehicular Technologies Corporation, Results International,
Inc. and The Roxburgh Agency as a Vice President and Chief Financial
Officer. Vehicular Technologies primarily manufactures aftermarket
automobile parts. The Roxburgh Agency, Inc. is an advertising and
public relations firm. Mr. Cheshier has served as a director, Senior
Vice President and the Chief Financial Officer of CGI and as an
executive officer of all of the subsidiaries of CGI from 1987. Mr.
Cheshier resigned his officer positions at CGI and its subsidiaries
during December 1993 and his director position during March 1994.
L. Wayne Gertmenian, Ph.D., is an economics professor at
Pepperdine University's Graduate School of Business and serves as its
spokesman on business and management. Dr. Gertmenian served the Nixon
and Ford administrations as a Chief Detente Negotiator in Moscow for
the Chairman of the National Security Council; as an emissary to
Tehran for the Secretary of Commerce; and as a Special Assistant to
the Secretary of Housing and Urban Development. His corporate
experience includes five years as the Executive Vice President of one
of the nation's leading food processors. Dr. Gertmenian received his
Doctorate in Economics at the University of Southern California.
Thomas A. Jones, C.P.A., is a professor of accounting and
business at DeVry Institute of Technology. Mr. Jones was the
President of R&G Sloane, a manufacturer of plastic piping products,
from 1988 to 1990 when R&G Sloane was acquired.
Lacy G. Marlette, Jr. is a certified public accountant and
President of L.G. Marlette, Jr., Accountancy Corporation, Certified
Public Accountants. Mr. Marlette has been a certified public
accountant since 1972. He has provided accounting services for
Messrs. Joseph and White and their affiliates.
For information concerning executive officers of the Company see
"FORM 10-K - ITEM 4.A - Executive Officers of the Registrant."
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's executive officers and directors, and persons who own more
than 10% of a registered class of the Company's equity securities, to
file reports of ownership and changes in ownership with the Securities
and Exchange Commission. Executive officers, directors and greater
than 10% shareholders are required by regulation to furnish the
Company with copies of all Section 16(a) forms they file.
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Based solely on the review of the copies of such forms furnished
to the Company, or a written representation that no Form 5 was
required, the Company believes that, during the fiscal year ended
December 31, 1995, all Section 16(a) filing requirements applicable to
its executive officers, directors and greater than 10% shareholders
were complied with.
EXECUTIVE COMPENSATION
SUMMARY OF CASH AND CERTAIN OTHER COMPENSATION
The following table sets forth certain summary information
concerning compensation paid or accrued by the Company to or on behalf
of the Company's Chief Executive Officer and each of the other
executive officers of the Company (determined as of the end of the
last fiscal year) (the "Named Executives") for each of the fiscal
years ended December 31, 1995, 1994 and 1993:
SUMMARY COMPENSATION TABLE
Annual Compensation
All
Name and Salary Bonus Other Other
Principal Position Year ($) ($) ($) ($)(a)
JOHN B. JOSEPH (b) 1995 164,000 115,000 9,000 -
President and CEO, 1994 107,000 - 12,000 2,000
Company 1993 185,000 - 31,000 4,000
Officer, Company
JAMES G. LeSIEUR, III 1995 160,000 - - 5,000
President and CEO, 1994 160,000 - - 4,000
Sunwest Bank 1993 181,000 - - 2,000
FRANK E. SMITH (c) 1995 125,000 - - 4,000
Senior Vice President, 1994 125,000 - - 4,000
CFO and Secretary, 1993 130,000 - 28,000 4,000
Company and Sunwest Bank
(a) Includes amounts contributed by the Company and its subsidiaries
to the West Coast Bancorp 401(k) Profit Sharing Plan and
allocated to the Named Executives vested or unvested account
under such plan ("401(k) matching contributions").
(b) Mr. Joseph's base salary was decreased to $73,000 in March 1996.
Mr. Joseph's other annual compensation includes director's fees
of $9,000, $9,000 and $16,000 accrued by the Company, director's
fees of $0, $0 and $4,000 paid by Sunwest Bank and director's
fees of $0, $3,000 and $4,000 paid by Sacramento First National
Bank in 1995, 1994 and 1993, respectively. During 1995 Mr.
Joseph accrued bonuses at the Company of $70,000 from the sale of
Sacramento First and $45,000 from Sunwest achieving a 6.5%
leverage ratio. Accrued but unpaid salaries and director's fees
totaled $315,000 at December 31, 1995.
(c) Mr. Smith's salary was paid by Sunwest Bank excluding $22,000
paid by the Company in 1993. During 1993, Mr. Smith assumed the
responsibility of Chief Financial Officer of Sunwest Bank, and
Sunwest Bank began paying his salary. In conjunction with this
change, the Company paid Mr. Smith $28,000 in accrued vacation
and holiday benefits, included in other annual compensation.
-5-
STOCK OPTIONS
No stock options were granted to the Named Executives during 1995.
OPTION EXERCISES AND HOLDINGS
The following table provides information with respect to the
Named Executives concerning the exercise of options during the fiscal
year ended December 31, 1995 and unexercised options held by the Named
Executives as of December 31, 1995:
AGGREGATED OPTION(A) EXERCISES IN FISCAL YEAR 1995
AND FY-END OPTION VALUES (a)
Shares Number of Value of
Acquired Unexercised Unexercised In-the-
on Value Options at Money Options at
Exercise Realized 12/31/95 (#) 12/31/95 ($)(b)
Name (#) ($) Exercisable Unexercisable Exercisable Unexercisable
John B. Joseph _ _ 54,000 11,000 N/A N/A
James G. LeSieur_ _ 22,000 3,000 N/A N/A
Frank E. Smith _ _ 36,000 9,000 N/A N/A
(a) The Company has no plans pursuant to which stock appreciation
rights may be granted.
(b) Value of unexercised "in-the-money" options is the difference
between the market price of the common stock on December 31, 1995 and
the exercise price of the option, multiplied by the number of shares
subject to the option. Since the stock price at December 31, 1995
($.13 per share) was less than the exercise prices, the unexercised
options have no "in-the-money" value.
COMPENSATION OF DIRECTORS
During 1995, each non-employee and employee director accrued
$1,000 and $750, respectively, for each regular meeting of the Board
of Directors attended. The aggregate amount of directors' fees
accrued in 1995 was $54,000. The Company and employee directors,
respectively, and continues to accrue and record a corresponding
payable for the director's fees. Accrued and unpaid directors' fees
totaled $69,000 at December 31, 1995. Employee and non-employee
directors are eligible to participate in the Company's 1988 Stock
Option Plan subject to certain specific limitations. No stock options
were granted in 1995.
-6-
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following sets forth, as of March 31, 1996, the common stock
ownership of each director and executive officer of the Company
individually, all directors and executive officers as a group, and
each person known by the Company to be the beneficial owner of more
than 5% of the Company's common stock.
Shares Percent
Relationship Shares That Total of
Name of With Actually May Be Beneficial Class
Beneficial Owner Company Owned(a)Acquired(b)Ownership(a) (c)
John B. Joseph(d) Chairman of 893,690 207,290(f)1,100,980 11.7%
the Board,
President
and CEO
Ronald R. White(d) Vice Chairman792,958 151,032(f) 943,990 10.1%
of the Board
and Executive
Vice President
J. David Cheshier Director 2,000 42,000(g) 44,000 *
L. Wayne Gertmenian Director 6,765 24,000(g) 30,765 *
Thomas A. Jones Director 14,300 27,000(g) 41,300 *
Lacy G. Marlette,Jr. Director 219 42,000(g) 42,219 *
James G. LeSieur,III President, - 25,000(g) 25,000 *
Sunwest Bank
Frank E. Smith CFO, Company 8,100 43,290(f) 51,390 *
and Sunwest
Bank
Directors and Executive 1,718,032 561,613(f)2,279,645 23.4%
Officers (8 individuals)
Gerauld L. Hopkins(e) None 500,000 -500,000 5.5%
* Less than 1%
(a) Except as otherwise noted below, each person has sole voting and
investment power with respect to the shares listed.
(b) Shares that may be acquired within 60 days of March 31, 1996.
(c) The percentage ownership interest of each individual or group is
based upon the total number of shares of the Company's common stock
outstanding plus the shares which the respective individual or group
has the right to acquire within 60 days after March 31, 1996 through
the exercise of stock options or conversion of 10% convertible
subordinated debentures due December 1996.
(d) The address of Messrs. Joseph and White is in care of the
Company, 4770 Campus Drive, Suite 250, Newport Beach, California
92660.
(e) Based on Schedule 13D filed by Mr. Hopkins on September 14, 1995.
Mr. Hopkins address is 6900 Main Street, Suite #153, Downers
Grove, IL 60516.
(f) Shares that may be acquired pursuant to the exercise of stock
options or conversion of 10% convertible subordinated debentures.
(g) Shares that may be acquired pursuant to the exercise of stock
options.
-7-
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Company borrowed $182,000 from Mr. Joseph and $130,000 from
Mr. White in 1995. These loans are evidenced by unsecured notes and
notes secured by various assets of West Coast. The loans were made to
provide liquidity for various operating purposes and are payable on
demand or in 1997 and bear a 10% fixed rate of interest. No
borrowings occurred during the first quarter of 1996.
Some of the directors and officers of the Company and its
subsidiaries and the entities with which they are associated are
customers of, and have had banking transactions with, the Company's
banking subsidiary Sunwest Bank, in the ordinary course of the bank's
business during 1995 and may have banking transactions with such
persons in the future. All banking transactions were made in
compliance with applicable laws and on substantially the same terms,
including interest rates, as those prevailing for comparable
transactions with other persons, and in the opinion of the Board of
Directors of Sunwest Bank, did not present any other unfavorable
features.
INDEPENDENT AUDITORS
The Board of Directors has not yet selected independent auditors
for the fiscal year ending 1996 as the Board customarily does not
select its independent auditors until later in the year. Prior to
making its selection, the Board of Directors may solicit bids from
several independent public accounting firms, including KPMG Peat
Marwick L.L.P., the Company's independent auditors for the year ended
1995. Representatives of KPMG Peat Marwick will be present at the
Meeting, will have an opportunity to make a statement if they so
desire and will be available to respond to appropriate questions from
shareholders.
PROPOSALS OF SHAREHOLDERS
Under certain circumstances shareholders are entitled to present
proposals at shareholder meetings. Any such proposal to be included
in the Proxy Statement for the Company's 1996 Annual Meeting of
Shareholders must be submitted by a shareholder prior to January 28,
1997 in a form that complies with applicable regulations.
ANNUAL REPORT
The Company's annual report for the year ended December 31, 1995
accompanies this Proxy Statement. The annual report contains
consolidated financial statements of the Company and its subsidiaries
and the report thereon of KPMG Peat Marwick, L.L.P. independent
auditors.
UPON WRITTEN REQUEST OF ANY PERSON ENTITLED TO VOTE AT THE
MEETING, ADDRESSED TO FRANK E. SMITH, SECRETARY, WEST COAST BANCORP,
4770 CAMPUS DRIVE, SUITE 250, NEWPORT BEACH, CALIFORNIA 92660-1833,
THE COMPANY WILL PROVIDE WITHOUT CHARGE A COPY OF ITS ANNUAL REPORT ON
FORM 10-K FOR FISCAL 1995, INCLUDING THE FINANCIAL STATEMENTS, FILED
WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO THE SECURITIES
EXCHANGE ACT OF 1934.
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OTHER BUSINESS
The Board of Directors knows of no other business which will be
presented for consideration at the Meeting other than that stated in
the Notice of Meeting. If, however, other matters are properly
brought before the Meeting, it is the intention of the individuals
named in the accompanying form of Proxy to vote the shares represented
thereby in accordance with their best judgment and in their
discretion, and authority to do so is included in the Proxy.
WEST COAST BANCORP
By: JOHN B. JOSEPH
John B. Joseph, Chairman of the Board and
Chief Executive Officer
DATED: May 28, 1996
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(FRONT OF PROXY CARD)
REVOCABLE PROXY REVOCABLE PROXY
WEST COAST BANCORP - PROXY CARD
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
The undersigned shareholder(s) of West Coast Bancorp ("the Company")
hereby nominates, constitutes and appoints J. David Cheshier and Lacy
G. Marlette, Jr. proxies, and each of them, the attorney, agent and
proxy of the undersigned, with full power of substitution, to vote all
stock of the Company which the undersigned is entitled to vote at the
Annual Meeting of Shareholders of the Company (the "Meeting") to be
held at the City National Bank Building, 4685 MacArthur Court, Newport
Beach, California on Thursday, June 27, 1996 at 9:00 a.m., and any
adjournments thereof, as fully and with the same force and effect as
the undersigned might or could do if personally thereat, as follows:
(Continued, and to be marked, dated and signed, on the other side)
(BACK OF PROXY CARD)
1. ELECTION OF DIRECTORS
FOR all nominees WITHHOLD
listed below (except AUTHORITY
as marked to the to vote for all
contrary below). nominees listed below.
--- ---
J. David Cheshier John B. Joseph
L. Wayne Gertmenian Lacy G. Marlette, Jr.
Thomas A. Jones Ronald R. White
Instructions: To withhold authority for any one or more nominees,
write that nominee(s) name(s) in the space provided below).
2. OTHER BUSINESS. In their discretion, the proxy holders are
authorized to vote upon such other business as may properly come
before the Meeting and any and all adjournment or adjournments
thereof.
FOR AGAINST ABSTAIN
--- --- ---
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ELECTION OF EACH OF
THE NOMINEES LISTED ABOVE, IF ANY OTHER BUSINESS IS PRESENTED AT THE
MEETING, THIS PROXY SHALL BE VOTED BY THE PROXYHOLDERS IN ACCORDANCE
WITH THE RECOMMENDATIONS OF A MAJORITY OF THE BOARD OF DIRECTORS.
Please mark
your votes as
indicated in X
this example -
I plan to attend
the Meeting. _
The undersigned hereby ratifies and confirms all that said
proxyholders, or either of them, or their substitutes, shall
lawfully do or cause to be done by virtue hereof, and hereby
revokes any and all proxies hereof given by the undersigned to vote
at the Meeting. The undersigned hereby acknowledges receipt of the
Notice of the Meeting and Proxy Statement accompanying said notice.
Dated: ___________________________________________________
Number of Shares
---------------------------------------------------------------
(Name of Shareholder, Printed)
---------------------------------------------------------------
(Signature of Shareholder)
Please date this Proxy and sign your name as it appears on your
stock certificate(s). Executors, administrators, trustees, etc.,
should give their full titles. All joint owners should sign.)
THIS PROXY WILL BE VOTED "FOR" THE ELECTION OF ALL NOMINEES UNLESS
AUTHORITY TO DO SO IS WITHHELD FOR ALL NOMINEES OR FOR ANY
INDIVIDUAL NOMINEE. PLEASE SIGN, DATE AND RETURN THIS PROXY AS
PROMPTLY AS POSSIBLE IN THE POSTAGE PREPAID ENVELOPE PROVIDED.
