SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
(Rule 14A-101)
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 Rule 14a-11(c) or Rule 14a-12
SOUTHEASTERN BANKING CORPORATION
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(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:
<PAGE>
SOUTHEASTERN BANKING CORPORATION
1010 NORTHWAY STREET
DARIEN, GEORGIA 31305
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO THE SHAREHOLDERS OF
SOUTHEASTERN BANKING CORPORATION:
Notice is hereby given that the Annual Meeting of Shareholders (the
"Meeting") of Southeastern Banking Corporation (the "Company") will be held at
Southeastern Bank, 1010 Northway Street, Darien, Georgia 31305, on Tuesday,
April 11, 2000 at 3:00 p.m. The Meeting is being held for the purpose of
considering and acting upon the election of directors of the Company, each for a
term of one year, and for other purposes, as described below:
1) To elect nine directors to serve until the next Annual Meeting of
Shareholders in 2001;
2) To set the Board of Directors (the "Board") at a twelve member maximum
with three to remain vacant until the elected Board deems it in the
Company's best interest to fill same;
3) To approve the appointment of independent auditors by the Audit
Committee; and
4) To transact such other business as may properly come before the
Meeting or any adjournment or postponement thereof.
The Board is not aware of any other business to come before the Meeting.
Any action may be taken on the foregoing proposals at the Meeting on the
date specified above, or on any date or dates to which the Meeting may be
adjourned or postponed. Only shareholders of record at the close of business on
March 3, 2000 will be entitled to notice of and to vote at the Meeting or any
adjournment or postponement thereof.
It is important that your shares be represented and voted at the Meeting.
You can vote your shares by completing and returning the enclosed proxy card.
REGARDLESS OF THE NUMBER OF SHARES YOU OWN, YOUR VOTE IS IMPORTANT. PLEASE ACT
TODAY.
Your attention is directed to the Proxy Statement accompanying this Notice
of Meeting for more complete information on the matters to be acted upon at the
Meeting.
By Order of the Board of Directors,
WANDA D. PITTS, Secretary
March 20, 2000
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IMPORTANT: WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE COMPLETE, SIGN,
DATE, AND RETURN THE ACCOMPANYING PROXY IN THE POSTAGE PAID ENVELOPE PROVIDED.
THE GIVING OF THE PROXY WILL NOT AFFECT YOUR RIGHT TO VOTE AT THE MEETING IF THE
PROXY IS REVOKED AS SET FORTH IN THE ACCOMPANYING PROXY STATEMENT.
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<PAGE>
SOUTHEASTERN BANKING CORPORATION
1010 NORTHWAY STREET
DARIEN, GA 31305
-----------------
PROXY STATEMENT
-----------------
ANNUAL MEETING OF SHAREHOLDERS
TUESDAY, APRIL 11, 2000
-----------------
This Proxy Statement is furnished in connection with the solicitation
of proxies on behalf of the Board of Directors of Southeastern Banking
Corporation (the "Company") for use at the Annual Meeting of Shareholders of the
Company (the "Meeting") to be held at Southeastern Bank, 1010 Northway Street,
Darien, Georgia, on Tuesday, April 11, 2000 at 3:00 p.m. or any adjournment or
postponement thereof. This Proxy Statement and enclosed form of proxy are first
being mailed to shareholders on or about March 20, 2000.
All shares of the Company's Common Stock, par value $1.25 per share (the
"Common Stock"), represented at the Meeting by properly authorized proxies
received prior to or at the Meeting, and not revoked, will be voted at the
Meeting in accordance with the shareholder's instructions. If no instructions
are indicated, properly executed proxies will be voted FOR the proposals set
forth in this Proxy Statement. A majority of the shares of Common Stock entitled
to vote at the Meeting, represented in person or by proxy, will constitute a
quorum.
The Company does not know of any matters, other than described in the
Notice of Meeting, that are to come before the Meeting. If any other matters are
properly presented at the Meeting for action, the persons named in the enclosed
form of proxy and acting thereunder will vote on such matters as the Board of
Directors recommends.
A shareholder may revoke his or her proxy and change his or her vote at
any time prior to the voting thereof on any matter (without, however, affecting
any vote taken prior to such revocation) by: (i) signing and returning another
proxy with a later date; (ii) giving written notice of revocation of the
shareholder's proxy to the Secretary of the Company prior to the Meeting at the
address below; or (iii) voting in person at the Meeting. Any written notice
revoking a proxy should be delivered to Wanda D. Pitts, Secretary, Southeastern
Banking Corporation, at P.O. Box 455, Darien, Georgia 31305 if by mail and at
1010 Northway Street, Darien, Georgia 31305 if by courier. The presence of a
shareholder at the Meeting will not automatically revoke such shareholder's
proxy.
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
Shareholders of record at the close of business on March 3, 2000 will be
entitled to one vote for each share then held. As of March 3, 2000, the Company
had 3,580,797 shares of Common Stock issued and outstanding. The Common Stock
constitutes the only voting securities issued by the Company.
The following table sets forth certain information regarding beneficial
ownership of the Common Stock as of March 3, 2000 by: (i) each person known by
the Company to be the beneficial owner of more than 5% of the outstanding shares
of Common Stock, (ii) each director, nominee, and executive officer (as defined
below under "Executive Compensation and Other Information"), and (iii) all
directors, nominees, and executive officers as a group. The Company believes
that the individuals listed each have sole voting and investment power with
respect to such shares, except as otherwise indicated in the footnotes to the
table.
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Unless otherwise indicated below, the business address of each
beneficial owner of more than 5% of Common Stock is: c/o Southeastern Banking
Corporation, P.O. Box 455, 1010 Northway Street, Darien, Georgia 31305.
<TABLE>
<CAPTION>
SHARES BENEFICIALLY OWNED
--------------------------
AMOUNT OF
BENEFICIAL PERCENT
NAME OF BENEFICIAL OWNER OWNERSHIP (1) OF CLASS
- ------------------------ ------------- --------
<S> <C> <C>
Leslie H. Blair ......................................................... 8,340 *
David H. Bluestein ...................................................... 13,146 *
Gene F. Brannen ......................................................... 24,849 *
W. Daniel Burkhalter .................................................... 16,602 *
William Downey (2) ...................................................... 185,542 5.18%
Alyson Gray ............................................................. 815,878 22.78
Cornelius P. Holland, III ............................................... 1,332 *
Alva J. Hopkins, III .................................................... 34,398 *
G. Norris Johnson ....................................................... 8,500 *
S. Michael Little ....................................................... 101,234 2.83
All directors, nominees, and executive officers as a group (10 persons) 1,209,821 33.79
</TABLE>
- ------------
* Beneficially owned less than 1% of the outstanding shares.
(1) The number of shares as to which each nominee has shared voting and
investment power is as follows: Leslie H. Blair - 3,000 shares; Gene F.
Brannen - 19,296; W. Daniel Burkhalter - 300; William Downey - 29,700;
Alyson Gray - 2,613; Cornelius P. Holland, III - 332; Alva J. Hopkins, III
- 1,980; and S. Michael Little - 12,112.
(2) Mr. Downey's business address is: Golden Isles Realty, P.O. Box 21097, St.
Simons Island, Georgia 31522.
ELECTION OF DIRECTORS
(Items 1 and 2)
A Board of Directors (the "Board") consisting initially of nine directors
will be elected at the Meeting for a one-year term or until their successors are
elected and qualified. The Board has unanimously approved the nominees named
below, all of whom are members of the current Board.
Unless otherwise instructed, it is the intention of the persons named in
the accompanying form of proxy to vote for the election of the nine nominees
named. Although the Board anticipates that all nominees will be available to
serve as directors of the Company, should any one or more of them not accept the
nomination, or otherwise be unwilling or unable to serve, the proxies will be
voted for the election of a substitute nominee, or nominees, as the Board
recommends. Except as disclosed in this proxy statement, there are no
arrangements or understandings between any nominee and any other person pursuant
to which such nominee was selected.
None of the nominees have been involved in legal proceedings related to
bankruptcies, criminal proceedings, or securities law violations. Except for Mr.
Holland, all nominees have been engaged in their respective principal occupation
and have been associated with their respective employers for the last five
years; Mr. Holland was previously employed by a regional bank based in
Birmingham, Alabama for 14 years. There are no family relationships among the
Director nominees.
THE BOARD RECOMMENDS THAT SHAREHOLDERS VOTE IN FAVOR OF ALL THE NOMINEES.
The table on the next page sets forth certain information with respect to
each nominee for election to the Board.
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<PAGE>
INFORMATION CONCERNING NOMINEES
DIRECTOR
AGE SINCE
--- -----
Leslie H. Blair................................................. 59 1978
VICE PRESIDENT, GOWEN TIMBER COMPANY
David H. Bluestein.............................................. 58 1984
PRESIDENT, BLUESTEIN'S SUPERMARKET, INC.
Gene F. Brannen................................................. 65 1984
PRESIDENT, BRANNEN SEAFOOD COMPANY, INC.
William Downey.................................................. 66 1976
REALTOR, GOLDEN ISLES REALTY
TREASURER OF THE COMPANY
Alyson Gray..................................................... 32 1999
ASSISTANT SECRETARY OF THE COMPANY
CONTROLLER, SOUTHEASTERN BANK
Cornelius P. Holland, III....................................... 44 1997
PRESIDENT OF THE COMPANY
CHAIRMAN AND CHIEF EXECUTIVE OFFICER, SOUTHEASTERN BANK
Alva J. Hopkins, III............................................ 47 1978
ATTORNEY-AT-LAW
PRESIDENT, TOLEDO MANUFACTURING COMPANY
G. Norris Johnson............................................... 64 1979
PRESIDENT, JOHNSON BROTHERS, INC.
S. Michael Little............................................... 51 1973
VICE PRESIDENT OF THE COMPANY
PRESIDENT AND CHIEF OPERATING OFFICER, SOUTHEASTERN BANK
PRESIDENT, SBC FINANCIAL SERVICES, INC.
Approval is sought to increase the number of directors to twelve by
allowing the nine elected directors to approve three additional directors to be
elected at any time the elected Board deems it to be in the Company's best
interest to fill same. THE BOARD RECOMMENDS A VOTE FOR THIS PROPOSAL.
MEETINGS AND COMMITTEES OF THE BOARD. The Board conducts its business through
meetings of the Board and through the activities of its committees, including
subsidiary Boards and committees. The Company's Board regularly meets quarterly
and other times as needed. During the year ended December 31, 1999, the Board of
Directors held 4 regular Board meetings. Except for Mr. Downey, all the
Company's directors attended at least 75% of the Board and committee meetings,
including subsidiary Board of Directors and committee meetings, on which they
served. Mr. Downey attended only 50% of Company Board meetings but attended at
least 75% of all other meetings of committees and subsidiary Boards on which he
served.
The Executive Committee of the Board of Directors consists of Messrs.
Brannen, Downey, Holland, Hopkins, and Little. This committee evaluates
potential acquisitions and handles other Company matters on an as-needed basis.
The Executive Committee held no meetings during 1999.
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<PAGE>
Messrs. Blair, Bluestein, Brannen, Little, and Ms. Gray serve on the
Profit-Sharing Committee of the Company. The Profit-Sharing Committee evaluates
profit-sharing plan performance, reviews contribution levels, and approves
distributions to plan participants. This committee held 1 meeting during 1999.
The Board of Directors of Southeastern Bank, the Company's bank
subsidiary, typically meets monthly, and its Executive Committee, twice a month.
All members of the Company's Board also serve on the Southeastern Bank Board of
Directors. The Southeastern Bank Board held 12 meetings during 1999. Messrs.
Blair, Bluestein, Brannen, Holland, and Little also serve on the Southeastern
Bank Executive Committee. This committee primarily reviews and approves loans
but is also empowered to act on other bank matters in the absence of the bank
Board. The Southeastern Bank Executive Committee held 20 meetings in 1999.
Messrs. Hopkins and Johnson serve on the Audit Committee of Southeastern
Bank. The primary functions of this committee are to recommend the independent
auditors for the Company and its subsidiaries; review external audit scope,
findings, and recommendations; evaluate internal accounting policies and
procedures; and review and approve the annual plan for the internal audit
department, as well as summary reports of such department's findings and
recommendations. The Audit Committee held 5 meetings in 1999.
The Compensation Committee of Southeastern Bank is responsible for
approving the compensation arrangements for the Company's executive officers.
The current members of the Compensation Committee include Messrs. Downey,
Holland, and Hopkins. The Compensation Committee held 1 meeting during 1999.
The Board of Directors of SBC Financial Services, Inc., the Company's
insurance affiliate, consists of Messrs. Bluestein, Holland, and Little. This
Board evaluates the financial performance, approves marketing programs, and
establishes policy for the insurance agency. Three meetings were held by the SBC
Financial Services, Inc. Board in 1999.
The Company's full Board acts as a nominating committee for the annual
selection of nominees for election as Company directors. While the Board will
consider nominees recommended by shareholders, it has not established any
procedures for this purpose.
DIRECTOR COMPENSATION. Non-employee directors of the Company receive a fee of
$500.00 per meeting. No fees are paid to members of committees appointed by the
Company Board for their service on Company committees. Non-employee directors of
Southeastern Bank are paid a director's fee of $450.00 per month, and, if on the
Executive Committee, an additional $400.00 per month. Audit Committee members
are paid $150.00 for each meeting attended. Non-employee directors of SBC
Financial Services, Inc. are paid $100.00 per meeting attended. No fees are paid
to directors employed by the Company and its subsidiaries for their attendance
at any Board or committee meetings.
EXECUTIVE COMPENSATION AND OTHER INFORMATION
Executive officers are elected annually by the Board. The following table
sets forth the name of each executive officer of the Company and its
subsidiaries and the principal positions and offices each holds with the
Company. Unless otherwise indicated, each of these officers has served as an
executive officer of the Company or its subsidiaries for at least five years.
NAME INFORMATION ABOUT EXECUTIVE OFFICERS
- ---- ------------------------------------
Cornelius P. Holland, III President of the Company and Chairman of the
Board and Chief Executive Officer of
Southeastern Bank. From April 7, 1997 - December
9, 1997, Mr. Holland was Vice Chairman of
Southeastern Bank. From 1983 - April 1997, Mr.
Holland held various positions at Compass Bank,
Birmingham, Alabama, most recently Senior Vice
President/Manager, Metropolitan Commercial
Banking.
4
<PAGE>
NAME INFORMATION ABOUT EXECUTIVE OFFICERS
- ---- ----------------------------------------
S. Michael Little Vice President of the Company.
Mr. Little is also President and Chief Operating
Officer of Southeastern Bank and President of
SBC Financial Services, Inc. Mr. Little also
served as Chairman of Southeastern Bank of
Florida prior to its merger with Southeastern
Bank in June 1998.
W. Daniel Burkhalter Senior Vice President of Southeastern Bank. In
addition to his position at Southeastern Bank,
Mr. Burkhalter served as President of
Southeastern Bank of Florida prior to its merger
with Southeastern Bank. Mr. Burkhalter is 46.
SUMMARY COMPENSATION TABLE
All executive compensation is paid by the Company's subsidiaries. The
following table sets forth the compensation of executive officers of the
Company's subsidiaries whose annual compensation exceeded $100,000 in 1999:
<TABLE>
<CAPTION>
ANNUAL COMPENSATION ALL OTHER
---------------------------- COMPENSATION
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS (2) (3) (4)
- ------------------------------ ------- ---------- ---------- -----------
<S> <C> <C> <C> <C>
Cornelius P. Holland, III (1) 1999 $187,570.00 $15,630.84 $21,073.48
PRESIDENT OF THE COMPANY 1998 183,000.00 15,250.00 18,822.16
1997 127,199.13 - 2,421.92
S. Michael Little 1999 $153,750.00 $12,938.59 $22,221.64
VICE PRESIDENT OF THE COMPANY 1998 150,000.00 12,500.00 19,298.28
1997 137,792.00 11,482.64 15,631.78
W. Daniel Burkhalter 1999 $101,422.00 $8,451.84 $15,699.24
SENIOR VICE PRESIDENT OF 1998 98,952.00 8,246.00 13,877.08
SOUTHEASTERN BANK 1997 98,952.00 7,250.00 14,102.32
</TABLE>
(1) Mr. Holland's employment with the Company began on April 7, 1997.
(2) The Company's subsidiaries maintain a qualified profit-sharing plan which
covers executive officers and other employees who have completed one
calendar year of service. A participant's interest vests 20% each year
beginning after the third year of service, with 100% vesting in seven
years. The profit-sharing contribution set aside for these executive
officers approximated $44,000.00, $40,000.00, and $22,000.00 in 1999, 1998,
and 1997. Mr. Holland was not eligible for a profit-sharing contribution in
1997.
(3) The Company provides group medical and life insurance for officers and
employees. Additionally, executive officers are entitled to a $100,000
executive life insurance policy. The premium amount for these policies is
included in this total.
(4) This compensation amount does not include the value of any personal benefit
that might be derived from the use of an automobile.
STOCK OPTIONS, WARRANTS, OR RIGHTS
The Company has not issued and does not have outstanding any stock options,
warrants, or rights.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Compensation Committee of Southeastern Bank establishes the base
salary, cash bonuses, and other compensation for executive officers. Messrs.
Downey, Holland, and Hopkins served as members of
5
<PAGE>
the Compensation Committee during all or part of 1999. Mr. Holland is currently
President of the Company and Chairman of the Board and Chief Executive Officer
of Southeastern Bank. Mr. Downey is Treasurer of the Company but receives no
salary or other remuneration besides director's fees for serving in that
capacity. During 1999, the Company's bank subsidiary engaged in customary
banking transactions and had outstanding loans to directors, executive officers,
principal shareholders, and their affiliates, including members of immediate
families, of the Company and its subsidiaries. These loans were made in the
ordinary course of business on substantially the same terms and conditions,
including interest rates and collateral, as those prevailing at the same time
for comparable transactions with other customers and did not, in the opinion of
management, involve more than normal credit risk or present other unfavorable
features. Additionally, in the ordinary course of business, the Company buys
goods and services from directors who are not employees. Such purchases were not
significant during 1999.
RATIFICATION OF APPOINTMENT OF AUDITORS
(Item 3)
Subject to ratification by a majority of the shares represented at the
Meeting, the Audit Committee will be given approval to appoint the auditors of
the Company for 2000. The Audit Committee considers a number of factors in
making its appointment, including audit continuity, proposed audit scope, and
estimated fees. The Board expects that the Audit Committee will appoint BDO
Seidman, LLP as the Company's auditors for 2000. BDO Seidman, LLP has audited
the Company's financial statements for the last two years. Bricker & Melton,
P.A., whose practice was combined with BDO Seidman, LLP in 1998, audited the
Company's financial statements for the year ended December 31, 1997.
SHAREHOLDER PROPOSALS
In order to be eligible for inclusion in the Company's proxy materials for next
year's Annual Meeting of Shareholders, any shareholder proposal to take action
at such meeting must be received at the Company's principal administrative
office no later than November 20, 2000. Shareholder proposals should be
delivered to Southeastern Banking Corporation, Attention: Corporate Secretary,
at P.O. Box 455, Darien, Georgia 31305 if by mail and at 1010 Northway Street,
Darien, Georgia 31305 if by courier. Any such proposal shall be subject to the
requirements of the proxy rules adopted under Securities and Exchange Commission
rules and regulations and, as with any shareholder proposal (regardless of
whether included in the Company's proxy materials), the Company's Articles of
Incorporation and Bylaws as well as Georgia law. Under the proxy rules, in the
event that the Company receives notice of a shareholder proposal to take action
at the next annual meeting that is not submitted for inclusion in the Company's
proxy materials, or is submitted for inclusion but is properly excluded from
such proxy materials, the persons named in the form of proxy sent by the Company
to its shareholders will vote on such proposal as the Board recommends without
any discussion of the proposal in the 2001 Proxy Statement if notice of the
proposal is not received at the principal administrative office of the Company
by February 3, 2001.
OTHER MATTERS
(Item 4)
The Board knows of no other matters which will be brought before the
Meeting. If other matters are properly introduced, the persons named in the
enclosed proxy will vote on such matters as the Board recommends.
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<PAGE>
ADDITIONAL INFORMATION
The cost of soliciting proxies will be borne by the Company. The Company
will reimburse brokerage firms and other custodians, nominees, and fiduciaries
for reasonable expenses incurred by them in sending proxy materials to the
beneficial owners of the Company's Common Stock. In addition to solicitation by
mail, directors, officers, and other employees of the Company may solicit
proxies personally or by telegraph or telephone, without additional
compensation. The Company may also retain the services of a proxy solicitation
firm, whose fees and expenses would be paid by the Company, although the Company
has no present intention to retain any such firm.
By Order of the Board of Directors,
WANDA D. PITTS, Secretary
March 20, 2000
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UPON WRITTEN REQUEST BY ANY SHAREHOLDER TO SOUTHEASTERN BANKING CORPORATION,
P.O. BOX 455, 1010 NORTHWAY STREET, DARIEN, GEORGIA 31305, ATTENTION: CORPORATE
SECRETARY, A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-K WILL BE PROVIDED
UPON PAYMENT OF REASONABLE COST, IF ANY, OF REPRODUCTION AND DELIVERY.
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<PAGE>
SOUTHEASTERN BANKING CORPORATION
PROXY
ANNUAL MEETING OF SHAREHOLDERS TO BE HELD APRIL 11, 2000
-------------------------
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
The undersigned, revoking previous proxies, hereby appoints Cornelius P.
Holland, III and S. Michael Little, and each of them, proxies with full power of
substitution, to vote all shares of Common Stock of Southeastern Banking
Corporation (the "Company") which the undersigned is entitled to vote at the
Annual Meeting of Shareholders (the "Meeting") to be held at Southeastern Bank,
1010 Northway Street, Darien, Georgia 31305 on Tuesday, April 11, 2000 at 3:00
p.m. or any adjournment or postponement thereof, upon the matters described
below and in the accompanying Proxy Statement dated March 20, 2000, and upon any
other business that may properly come before the Meeting or any adjournment or
postponement thereof.
WHEN PROPERLY EXECUTED, THIS PROXY WILL BE VOTED AS DIRECTED BY THE UNDERSIGNED
SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR ITEMS 1, 2,
AND 3.
1. PROPOSAL TO ELECT AS DIRECTORS: Leslie H. Blair, David H. Bluestein, Gene
F. Brannen, William Downey, Alyson Gray, Cornelius P. Holland, III, Alva J.
Hopkins, III, G. Norris Johnson, S. Michael Little.
FOR all nominees WITHHOLD INSTRUCTIONS: To withhold authority
listed above (except AUTHORITY to vote for any nominee,
as indicated to the to vote for write nominee's name
contrary) nominees on the line below:
listed above
[ ] [ ] ---------------------------------------
(CONTINUED AND TO BE SIGNED ON OPPOSITE SIDE)
<PAGE>
2. PROPOSAL TO SET THE NUMBER 3. PROPOSAL TO APPROVE THE APPOINTMENT OF
OF DIRECTORS AT 12. INDEPENDENT AUDITORS BY THE AUDIT
COMMITTEE.
FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN
[ ] [ ] [ ] [ ] [ ] [ ]
4. Pursuant to the Proxy Statement, said proxies are directed to vote as the
Board of Directors recommends with respect to any other business that may
properly come before the Meeting or any adjournment or postponement
thereof. By executing this Proxy, I acknowledge receipt of the Notice of
Meeting, the accompanying Proxy Statement, and the Company's 1999 Annual
Report.
________________________________
_____________
PLEASE SIGN, ________________________________
DATE AND Signature(s) of Shareholder(s)
RETURN
PROMPTLY IN Date______________________,2000
ENCLOSED
ENVELOPE.
____________ NOTE: Please sign exactly as your
name appears on the Proxy; if
shares are held jointly, all
joint owners must sign. When
signing in a fiduciary capacity,
such as executor, administrator,
attorney, trustee, or guardian,
please give full title as such. A
corporation must sign in full
corporate name by its president
or other authorized officer. A
partnership must sign in
partnership name by an authorized
person.
