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 240.14a-11(c) or
240.14a-12
InterContinental Life Corporation
(Name of Registrant as Specified in Its Charter)
InterContinental Life Corporation
(Name of Persons(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[x] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1),
14a-6(i)(2) or Item 22(a)(2) of Schedule 14A.
[ ] $500 per each party to the controversy pursuant to
Exchange Act Rule 14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-
6(i)(4) and O-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 O-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:
[ ] Check box if any part of the fee is offset as provided by
Exchange Act Rule O-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:
ILCO
InterContinental Life Corporation
Austin Centre, 701 Brazos, Austin, Texas 78701
Dear Shareholder:
You are invited to attend the Annual Meeting of Shareholders of
InterContinental Life Corporation, which will be held at the
Austin Centre, 701 Brazos, Austin, Texas 78701 on May 21, 1996,
at 10:00 a.m. local time. For those of you who cannot be present
at this meeting, we urge that you participate by indicating your
choices on the enclosed proxy and completing and returning it to
us in the enclosed postage paid envelope at your earliest
convenience. By returning your proxy promptly, you will assist
us in reducing the Company's expenses relating to the meeting.
You can revoke your signed proxy at any time before it is used.
We appreciate your support and cooperation in returning the
enclosed proxy.
Cordially,
Roy F. Mitte
Chairman, President and Chief
Executive Officer
InterContinental Life Corporation
Austin Centre, 701 Brazos, Austin, Texas 78701
NOTICE OF ANNUAL MEETING
TO BE HELD MAY 21, 1996
Notice is hereby given that the Annual Meeting of Shareholders of
InterContinental Life Corporation will be held at the Austin
Centre, 701 Brazos, Austin, Texas 78701 on May 21, 1996 at 10:00
a.m. local time to consider and act upon:
1. The election of eleven Directors for the ensuing year.
2. Such other business that may properly come before the
meeting or any adjournment thereof.
Only those Shareholders of record at the close of business on
March 29, 1996 (the "Record Date") will be entitled to notice of
and vote at the meeting or any adjournment thereof.
We hope that you will be able to attend the meeting in person.
IF YOU DO NOT EXPECT TO ATTEND IN PERSON, PLEASE SIGN AND DATE
THE ENCLOSED PROXY AND MAIL IT PROMPTLY in the enclosed envelope
for which no postage is necessary if mailed in the United States.
It will assist us in reducing the expenses of the Annual Meeting
if Shareholders who do not attend in person return the signed
proxy promptly. You may revoke your proxy at any time before it
is voted.
April 19, 1996
By Order of the Board
of Directors
Eugene E. Payne
Secretary
PROXY STATEMENT FOR
ANNUAL MEETING OF SHAREHOLDERS
OF
InterContinental Life Corporation
701 Brazos Austin Centre Austin, Texas 78701
This Proxy is furnished in connection with the solicitation
of proxies by the Board of Directors of InterContinental Life
Corporation (ILCO or the Company) for use at the Annual Meeting
of Shareholders to be held May 21, 1996, at the Austin Centre,
701 Brazos, Austin, Texas 78701. Solicitation of proxies may be
made by mail and telephone and the expenses will be borne by the
Company. The Company intends to reimburse broker-dealers and
others for forwarding the proxy materials to beneficial owners of
the Company's stock. The approximate date on which this Proxy
Statement and the enclosed Form of Proxy will be sent or given to
Shareholders is April 19, 1996.
A copy of the Annual Report to Shareholders for the year
ended December 31, 1995, including financial statements, has
either been previously forwarded to Shareholders or is included
with this Proxy Statement.
A copy of the Company's Annual Report to the Securities and
Exchange Commission on Form 10-K, including Financial Statements
and Financial Statement Schedules, may be obtained by
Shareholders without charge upon the receipt of a written request
addressed to Robert S. Cox, InterContinental Life Corporation,
701 Brazos, Austin Centre, Austin, Texas 78701.
Only Shareholders of record on the books of the Company at
the close of business on March 29, 1996, will be entitled to vote
at the Annual Meeting. At the close of business on such date,
there were outstanding and entitled to vote 4,181,329 shares of
common stock, $.22 par value, of the Company. Shareholders of
the Company are entitled to one vote for each share held of
record at the close of business on the Record Date. The proxy is
revokable at any time prior to the exercise thereof at the
meeting by written notice filed with the Secretary of the Company
or by delivery of a later proxy. All shares represented by
executed and unrevoked proxies will be voted in accordance with
specifications therein. Proxies submitted without specification
will be voted to elect the nominees for directors named herein.
ELECTION OF DIRECTORS
The following eleven nominees are proposed for election as
Directors to serve until the next Annual Meeting of Shareholders
or until their successors are elected and qualified. All
nominees are now Directors of the Company. Proxies solicited by
the Board of Directors will be voted in favor of the election of
these nominees unless authorization to do so is withheld in the
proxy. If any nominee for election as Director is unable to
serve, which the Board of Directors does not anticipate, the
persons acting under the proxy will vote for such other person as
management may recommend. An affirmative vote by a majority of
those shares constituting at least a quorum at the Annual Meeting
of Shareholders is required for the election of Directors. The
Board of Directors recommends a vote "FOR" each of the nominees.
The names and ages of the nominees, their principal
occupations or employment during the past five years and other
data regarding them, as of March 20, 1996, are set forth below.
The information is based on information received from the
Directors.
Principal Occupation and Director
Name Age Other Information Since
Joseph F. 57 Vice President and Director of the 1991
Crowe, FSA Company since May 1991. Vice
President and Director of Financial
Industries Corporation since February
1992. Executive Vice President and
Director of Investors Life Insurance
Company of North America and
InterContinental Life Insurance
Company since June 1991. Executive
Vice President and Director of Family
Life Insurance Company (a subsidiary
of Financial Industries Corporation)
since June 1991 and Investors Life
Insurance Company of Indiana since
February 1995. From December 1986 to
March 1991, Executive Vice President
of Personal Financial Security
Division of Aetna Life & Casualty
Company.
Theodore A. 56 Vice President of the Company since 1991
Fleron, Esq. May 1992. Assistant Secretary since
June 1990. Senior Vice President,
General Counsel, Assistant Secretary
and Director of Investors Life
Insurance Company of North America and
InterContinental Life Insurance
Company since July 1992 and Investors
Life Insurance Company of Indiana
since June 1995. General Counsel,
Assistant Secretary and Director of
Investors Life Insurance Company of
North America and InterContinental
Life Insurance Company from January
1989 to July 1992.
W. Lewis 63 Dentist practicing in San Marcos, 1988
Gilcrease, DDS Texas. Director of Financial
Industries Corporation from 1979 to
July 1991.
James M. Grace, 52 Director since 1984 and Vice President 1984
CPA and Treasurer since 1985 of the
Company. Vice President, Secretary,
Treasurer and Director of Financial
Industries Corporation since 1976.
Executive Vice President, Treasurer
and Director of InterContinental Life
Insurance Company and Investors Life
Insurance Company of North America
since 1989, Family Life Insurance
Company since June 1991 and Investors
Life Insurance Company of Indiana
since February 1995.
Roger H. Hamm 51 Executive Vice President and Director 1995
of Investors Life Insurance Company of
Indiana, Investors Life Insurance
Company of North America and Family
Life Insurance Company since August
1995. Vice President and Director of
Financial Industries Corporation and
the Company since September 1995.
Executive Vice President of
InterContinental Life Insurance
Company since August 1995. Vice
President of Aetna Life & Casualty
Company from 1972 to 1995.
Richard A. 63 Certified Public Accountant and 1981
Kosson, CPA partner in the firm of Manheim, Kosson
& Novick in Millburn, New Jersey.
Roy F. Mitte 64 Chairman of the Board, President and 1984
Chief Executive Officer of FIC since
1976. Chairman of the Board,
President and Chief Executive Officer
of ILCO and InterContinental Life
Insurance Company since 1985. Chairman
of the Board, President and Chief
Executive Officer of Investors Life
Insurance Company of North America
since 1988, Family Life Insurance
Company since June 1991 and Investors
Life Insurance Company of Indiana
since February 1995. Chairman, ILG
Securities Corporation since 1988.
Eugene E. 53 Vice President of the Company since 1989
Payne, Ph.D. 1988 and Secretary and Director since
1989. Vice President and Director of
Financial Industries Corporation since
February 1992. Executive Vice
President and Director since 1988 and
Secretary since 1989 of Investors Life
Insurance Company of North America.
Executive Vice President since 1988
and Secretary and Director since 1989
of InterContinental Life Insurance
Company. Executive Vice President,
Secretary and Director of Family Life
Insurance Company since June 1991 and
Investors Life Insurance Company of
Indiana since February 1995.
Thomas C. 54 Director from 1989 to February 1990, 1994
Richmond Senior Vice President since January
1993 and Vice President from March
1989 to January 1993 of Investors Life
Insurance Company of North America and
InterContinental Life Insurance
Company. Senior Vice President of
Family Life Insurance Company since
June 1991 and Investors Life Insurance
Company of Indiana since June 1995.
Steven P. 49 Senior Vice President since April 1992 1994
Schmitt and Director, Vice President and
Assistant Secretary since 1989 of
Investors Life Insurance Company of
North America and InterContinental
Life Insurance Company. Senior Vice
President since April 1992 and
Director and Vice President since June
1991 of Family Life Insurance Company.
Senior Vice President and Director of
Investors Life Insurance Company of
Indiana since June 1995.
Donald Shuman 71 Real estate specialist, engaged in 1980
sales and management of real estate
for his own company, Don Shuman
Associates, a real estate brokerage
and management firm.
Mr. Shuman was the general partner of Shuman-Carlisle Mall
Associates, a partnership that owned a 400,000 square foot
shopping mall located in Carlisle, Pennsylvania. In January
1993, the partnership filed a petition pursuant to Chapter 11 of
the Federal Bankruptcy Code, and that bankruptcy proceeding was
concluded in early 1995.
All of the nominees named on the previous pages were elected
Directors at the 1995 Annual Shareholders Meeting, except Mr.
Hamm, who was appointed a Director by the Board of Directors on
September 22, 1995.
EXECUTIVE OFFICERS
The following table sets forth the names and ages of the
persons who have served as the Company's executive officers
during 1995 together with all positions and offices held by them
with the Company. Officers are elected to serve at the will of
the Board of Directors or until their successors have been
elected and qualified.
Name Age Positions and Offices
Roy F. Mitte 64 Chairman of the Board,
President and Chief
Executive Officer
James M. Grace 52 Vice President and Treasurer
Eugene E. Payne 53 Vice President and Secretary
Joseph F. Crowe 57 Vice President
Roger H. Hamm 51 Vice President
In May 1991, Roy F. Mitte suffered a stroke, resulting in
partial paralysis affecting his speech and mobility. Mr. Mitte
continues to make the requisite decisions in his capacity as
Chief Executive Officer, although his ability to communicate and
his mobility are impaired.
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 officers and directors, and persons who
own more than ten percent of a registered class of the Company's
equity securities, to file reports of beneficial ownership on
Form 3 and changes in beneficial ownership on Forms 4 and 5 with
the Securities and Exchange Commission. Officers, directors and
greater than ten percent shareholders are required by SEC
regulation to furnish the Company with copies of all Section
16(a) forms they file. Based solely on review of the copies of
such forms furnished to the Company, or written representations
that no Forms 5 were required, the Company believes that during
the period from January 1, 1995 through December 31, 1995, all
Section 16(a) filing requirements applicable to its officers,
directors and greater than ten percent beneficial owners were
complied with.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table presents information as of March 20,
1996 as to all persons who, to the knowledge of the Company, were
beneficial owners of five percent (5%) or more of the Common
Stock of the Company.
Amount & Nature of Percent of
Name and Address Beneficial Ownership Class
Financial Industries
Corporation
701 Brazos, Suite 1400
Austin, Texas 78701.... 3,668,501 (1) 62.35% (6)
Roy F. Mitte
701 Brazos, Suite 1400
Austin, Texas 78701.... 3,894,214 (2) (3) 64.85% (6)
Investors Life Insurance
Company of North America
701 Brazos, Suite 1400
Austin, Texas 78701.... 334,960 (4) 8.01% (6)
InterContinental Life
Insurance Company
701 Brazos, Suite 1400
Austin, Texas 78701.... 281,560 (5) 6.73% (6)
(1) Includes 1,966,346 shares of the Company's stock presently
owned and an option to purchase up to 1,702,155 shares of the
Company's authorized but unissued Common Stock which is the
balance of the option granted to Financial Industries Corporation
(FIC) by the Company in December 1985. This option may be
exercised by FIC at any time at an exercise price equal to the
average bid prices of the Company's Common Stock over the six
month period immediately preceding such exercise.
(2) As of March 20, 1996, Mr. Mitte owned directly 25,000 shares
of the Company's stock and had an option to purchase 121,500
shares at an exercise price of $1 per share. Mr. Mitte is also a
Trustee of the Company's Employee Stock Ownership Plan, of which
65,805 unallocated shares are voted jointly by him and Mr. Grace
(see Note (2), next page). Mr. Mitte, jointly with his wife,
Joann, also owns 373,304 common shares of FIC which constitutes
34.39 percent of the outstanding common stock of that company,
and Mr. Mitte holds the position of Chairman, President and Chief
Executive Officer of FIC.
Since FIC holds a controlling interest in the Company, Mr.
Mitte's personal holdings in the Company have been combined with
the holdings of FIC in determining the amount and percentage of
Mr. Mitte's beneficial ownership of the Company.
(3) Includes 13,408 shares allocated to Mr. Mitte's account
under the Employee Stock Ownership Plan.
(4) Represents 281,560 shares owned by InterContinental Life
Insurance Company (ILIC) and 53,400 shares owned by Investors
Life Insurance Company of North America (Investors-NA). ILIC is
a life insurance subsidiary of Investors-NA. All of these shares
are treated as treasury shares.
(5) All are directly owned by ILIC and are treated as treasury
shares.
(6) Assumes that the outstanding stock options or warrants
available to other persons have not been exercised.
The following table contains information as of March 20,
1996 as to the Common Stock of the Company beneficially owned by
each Director, nominee and executive officer and by all executive
officers and directors of the Company as a group. The
information contained in the table has been obtained by the
Company from each director and executive officer except for
information known to the Company. Except as indicated in the
notes to the table, each beneficial owner has sole voting power
and sole investment power as to the shares listed opposite his
name.
Amount & Nature of
Name Beneficial Ownership Percent of Class
W. Lewis Gilcrease 4,040 *
James M. Grace (1) 124,459(2)(3)(4) 2.95%
Richard Kosson 200 *
Roy F. Mitte (1) 3,894,214(2)(4) 64.85%
Donald Shuman 450 *
Eugene E. Payne (1) 51,796(3)(4) 1.23%
Joseph F. Crowe (1) 37,541(3)(4) *
Theodore A. Fleron 13,162(4)(5) *
Thomas C. Richmond 14,528(4)(5) *
Steven P. Schmitt 11,837(4)(5) *
Roger H. Hamm -0- *
All Executive
Officers and Direct-
ors as a group, all
of whom are listed
above 4,086,422(1)(2)(3)(4)(5) 66.22%
* Less than 1%
(1) Is an executive officer and/or director of FIC which as of
March 20, 1996, beneficially owned 3,668,501 shares of the
Company's Common Stock (including option rights to purchase
1,702,155 shares of the Company). In addition to the
shareholdings of Mr. Mitte in FIC (see Note 2, prior page), Mr.
Grace owns 1,120 shares of FIC Common Stock.
(2) 379,738 shares of the Company's Common Stock are held by
the Trustees of the Company's Employee Stock Ownership Plan
("ESOP") of which 65,805 shares are unallocated to any
participant's account. Messrs. Grace and Mitte are the Trustees
of the ESOP and are entitled to vote such unallocated shares.
The ESOP participants have the right to direct the voting of
shares allocated to their respective accounts. Beneficial
ownership of these unallocated shares is disclaimed by Messrs.
Grace and Mitte. The same 65,805 shares are included in the
above table for each of Messrs. Grace and Mitte as required for
technical compliance with the definition of beneficial ownership
promulgated by the Securities and Exchange Commission, and are
counted once for purposes of executive officers and directors as
a group.
(3) Includes 30,000 shares issuable upon exercise of options
granted under the Incentive Stock Option Plan during 1987 to
James M. Grace at a price of $3.54 (as adjusted) per share, and
12,000 shares issuable upon exercise of options granted under the
Non-Qualified Stock Option Plan during 1988 to Mr. Grace at a
price of $3.33 (as adjusted) per share, all of which are
currently available for exercise. Includes 20,000 shares
issuable upon exercise of options granted under the Incentive
Stock Option Plan and 6,000 shares issuable upon exercise of
options granted under the Non-Qualified Stock Option Plan during
1988 to Eugene E. Payne at a price of $3.33 (as adjusted) per
share, all of which are currently available for exercise.
Includes 30,000 shares issuable upon exercise of options granted
under the Incentive Stock Option Plan to Joseph F. Crowe during
1991 at a price of $8.75 per share, which are currently available
for exercise.
(4) Includes shares beneficially acquired through participation
in the Company's ESOP and/or the Employee Stock Purchase Plan,
which are group plans for eligible employees.
(5) Includes 6,000 shares issuable upon exercise of options
granted under the Non-Qualified Stock Option Plan during 1988 to
each of Messrs. Fleron, Richmond and Schmitt at a price of $3.33
(as adjusted) per share, which are currently exercisable.
COMPENSATION OF EXECUTIVE OFFICERS AND DIRECTORS
Summary Compensation Table
The following table sets forth information concerning the
compensation of the Company's Chief Executive Officer and each of
the four other persons who were serving as executive officers of
the Company at the end of 1995 and received cash compensation
exceeding $100,000 during 1995.
Long Term
Compensation
Awards Stock All other
Name and Principal Options Compensa-
Position Year Salary(1) Bonus(1) Other(2) (Shares) tion
Roy F. Mitte,
Chairman,
President and 1995 $286,643 -0- -0- -0- $ 713,513(4)
Chief Executive 1994 251,750 $576,159(3) -0- -0- 1,376,663(5)
Officer 1993 251,750 -0- -0- -0- 3,237,120(6)
James M. Grace,
Vice President, 1995 195,000 10,000 -0-(7) -0- -0-
and Treasurer 1994 195,000 2,500 -0- -0- -0-
1993 195,000 5,000 -0- -0- -0-
Eugene E. Payne, 1995 195,000 10,000 -0-(8) -0- -0-
Vice President 1994 195,000 5,000 -0- -0- -0-
and Secretary 1993 195,000 -0- -0- -0- -0-
Joseph F. Crowe, 1995 195,000 10,000 -0- -0- -0-
Vice President 1994 195,000 5,500 -0- -0- -0-
1993 195,000 3,000 -0- -0- -0-
Roger H. Hamm 1995 67,308 -0- 175,371(10) -0- -0-
Vice President (9)
(1) The executive officers of the Company have also been
executive officers of the Company's insurance subsidiaries and
FIC and FIC's insurance subsidiary, Family Life. The only
executive officer who has been paid compensation directly by
Family Life is Mr. Mitte, who received $216,857 in salary in
1995, $251,750 in salary and $500,000 in bonus in 1994 and
$251,700 in salary in 1993, which amounts are not included in the
table above. Family Life reimbursed the Company (or, in the case
of Mr. Mitte, paid Mr. Mitte directly) the following amounts as
Family Life's share of these executive officers' cash
compensation for 1993, 1994 and 1995: $251,700, $789,830 and
$216,857, respectively, for Mr. Mite; $55,750, $70,590 and
$88,293, respectively, for Mr. Grace; $91,650, $126,750 and
$79,875, respectively, for Dr. Payne; $55,350, $68,250 and
$88,293, respectively, for Mr. Crowe; and $109,205 (1995 only)
for Mr. Hamm.
(2) Does not include the value of perquisites and other personal
benefits because the aggregate amount of any such compensation
does not exceed the lesser of $50,000 or 10 percent of the total
amount of annual salary and bonus for any named individual.
(3) The Company's Compensation Committee made a recommendation to
the Board of Directors, which the Board adopted, that a bonus be
paid to Mr. Mitte to enable him to pay off the $650,000 loan that
the Company had made to Mr. Mitte in 1989 and to reimburse him
for the amount of federal income tax payable on the bonus. Since
the Company and FIC have usually each paid one-half of Mr.
Mitte's cash compensation, FIC's Board of Directors, acting on
the recommendation of its Compensation Committee, subsequently
authorized FIC to pay $500,000 of that bonus to Mr. Mitte.
Therefore, the Company paid $576,159, and FIC paid $500,000, of
the bonus.
(4) In 1989, the Board of Directors granted Mr. Mitte options to
purchase 600,000 shares (as adjusted for the three-for-one stock
split effective February 15, 1990) of the Common Stock of the
Company in equal annual installments of 150,000 shares each. Each
installment was subject to the approval of the Board of Directors
and is exercisable for a period of ten years from the date the
options become exercisable at a price of $1.00 per share (as
adjusted). The Board of Directors voted to award installments of
150,000 shares in each of 1989, 1990, 1991 and 1992. In October
1992, Mr. Mitte surrendered to the Company for cancellation
options to purchase 120,000 shares. The Company and Mr. Mitte
entered into a contract in 1993 providing for the cancellation in
1993 of 240,000 options for an aggregate amount of $3,237,120 and
the cancellation in subsequent years of the remaining options for
an aggregate amount of $3,610,240. In addition, the Company
agreed to pay Mr. Mitte the amount necessary to ensure that Mr.
Mitte will receive the same amount, after federal income tax,
that he would have received if the options had been cancelled in
1992. During 1995, Mr. Mitte was paid $836,582 for the
cancellation in 1995 of options to purchase 50,000 shares of
ILCO's Common Stock, $156,323 for the federal income tax
reimbursment relating to the cancellation in 1994 of options to
purchase 68,500 shares and $127, 608 as the final payment
relating to the cancellation in 1993 of options to purchase
240,000 shares. These option cancellation payments were made
pursuant to the contract referred to above. FIC's Compensaation
Committee made a recomendation to FIC's Board of Directors, which
it adopted, that, in lieu of paying Mr. Mitte a bonus as it has in
the past, FIC pay $407,000 of these option cancellation payments
to Mr. Mitte, with the balance of $713,513 being paid by ILCO.
(5) During 1994, the Company paid Mr. Mitte $997,520 for the
cancellation in 1994 of options to purchase 68,500 shares of the
Company's Common Stock and $379,143 for the federal income tax
reimbursement relating to the cancellation in 1993 of options to
purchase 240,000 shares. Both of these payments were made
pursuant to the contract referred to in footnote (4).
(6) The Company paid this amount in 1993 to Mr. Mitte for the
cancellation of options to purchase 240,000 shares of the
Company's Common Stock pursuant to the contract referred to in
footnote (4).
(7) Mr. Grace exercised stock otions in 1995 to purchase 12,000
shares of the Company's Common Stock. See "Aggregated Option
Exersises in 1995" below.
(8) Dr. Payne exercised stock options in 1995 to purchase 16,000
shares of the Company's Common Stock. See "Aggregated Option
Exercises in 1995" below.
(9) Mr. Hamm became an executive officer of the Company in August
1995.
(10) This amount was paid as relocation assistance by the Company
to Mr. Hamm in connection with his relocation from Connecticut to
Austin, Texas.
Option Grants in 1995
The only executive officer of the Company who was granted
stock options during 1995 was Roger H. Hamm, who was granted non-
qualified stock options on August 14, 1995 to purchase 60,000
shares of the Company's Common Stock at $11.12 per share, which
was the market price onthe date of grant. No other options were
granted in 1995. Mr. Hamm's options become exerciseable in the
following non-cumulative installments of shares: 20% of the
shares covered by the option on the sixth anniversary of the date
of grant and an additional 20% of the shares on each of the
seventh, eighth, ninth, and tenth anniversaries of the date of
grant. The period of exercisability for each 20% installment is
one year from the anniversary date on which such installment be-
comes exercisable. To the extent the optionee does not exersise that
20% portion during the one-year period, it terminates. The last
20% installment of Mr. Hamm's options expires on August 14, 2006.
The rules of the Securities and Exchange Commission ("SEC")
require the Company to indicate the value of Mr. Hamm's options
at the end of the option terms if the stock price were to
appreciate annually by 5% and 10%, respectively. Since Mr.
Hamm's options become exercisable in non-cumulative one-year
installments of 20% each, the potential realizable value at the
assumed annual rates of 5% and 10% of stock price appreciation
are set forth in the following table at the end of each of those
five one-year periods:
5% 10%
August 14, 2002 $ 54,360 $ 126,597
August 14, 2003 63,750 152,600
August 14, 2004 73,609 181,204
August 14, 2005 83,962 212,668
August 14, 2006 94,832 247,279
Total $ 370,513 $ 920,348
Therefore, if the price of the Company's Common Stock
increased 5% annually during the eleven-year term of Mr. Hamm's
options and if Mr. Hamm exercised all of his options at the end
of each of the five year periods that they are exercisable, the
total potential realizable value of his stock options would be
$370,513. If the annual rate of appreciation were 10% under
those same assumptions, the total potential realizable values
would be $920,348. These potential realizable values are
presented in an effort to comply with the SEC's rules and are not
intended to forecast future appreciation, if any, in the
Company's Common Stock.
Aggregated Option Exercises in 1995
The following table sets forth information concerning each
exercise of stock options during 1995 by each of the executive
officers of the Company.
Shares Acquired Value
Name On Exercise (#) Realized($)
James M. Grace 12,000 $ 90,540
Eugene E. Payne 16,000 134,220
Aggregated Stock Option Values
The following table sets forth information with respect to
the unexercised options held by the executive officers of the
Company.
Value of Unexercised In-
Number of Unexercised Options the Money Options at
Held at December 31, 1995 December 31, 1995
Name Exercisable Unexercisable Exercisable Unexercisable
Roy F. Mitte 121,500 -0- $1,862,000 (1) $ -0-
James M. Grace 42,000 36,000 389,340 (2) 339,120 (2)
Eugene E. Payne 26,000 18,000 244,920 (2) 169,560 (2)
Joseph F. Crowe 30,000 30,000 120,000 (2) 120,000 (2)
Roger H.Hamm -0- 60,000 -0- 97,800 (2)
(1) Represents the amount that the Company has agreed to pay for
cancellation of Mr. Mitte's options after 1995.
(2) Based on the closing price of the Company's Common Stock on
NASDAQ on December 29, 1995 ($12.75).
Pension Plan Table
The following table sets forth estimated annual pension
benefits payable upon retirement at age of 65 under the Company's
noncontributory defined benefit plan ("Pension Plan") to an
employee in the final pay and years of service classifications
indicated, assuming a straight life annuity form of benefit. The
amounts shown in the table do not reflect the reduction related
to Social Security benefits referred to below.
Years of Service
Remuneration 15 20 25 30 or more
$125,000 $31,250 $41,667 $52,083 $62,500
150,000 37,500 50,000 62,498 75,000
175,000 43,750 58,333 72,914 87,500
200,000 50,000 66,667 83,330 100,000
The normal retirement benefit provided under the Pension Plan is
equal to 1-2/3% of final average eligible earnings less 3/4% of
the participant's Social Security covered compensation multiplied
by the number of years of credited service (up to 30 years). The
compensation used in determining benefits under the Pension Plan
is the highest average earnings received in any five consecutive
full-calendar years during the last ten full-calendar years
before the participant's retirement date. The maximum amount of
annual salary and bonus that can be used in determining benefits
under the Pension Plan is $200,000 for any year prior to 1994 and
is $150,000 for 1994 and each subsequent year.
The annual eligible earnings for 1995 only covered by the
Pension Plan (salary and bonus up to $150,000) with respect to
the individuals reported in the Summary Compensation Table were
as follows, with their respective years of credited service under
the Pension Plan at December 31, 1995 being shown in parentheses:
Mr. Mitte, $150,000 (8 years), Mr. Grace, $150,000 (8 years), Dr.
Payne, $150,000 (7 years) and Mr. Crowe, $150,000 (5 years).
Directors' Compensation
Directors who are not officers or employees of the Company
are paid a $5,000 annual fee, and are compensated $1,000 for each
regular or special meeting of the Board of Directors which they
attend in person. In the case of telephonic meetings of the
Board, non-employee directors who participate in such telephonic
meetings are compensated $500 for such a meeting. Directors who
participate via telephone in a regular or special meeting which
is held by other than conference telephone are not entitled to a
fee for such meeting.
Non-employee directors serving on committees of the Board
are compensated in the amount of $500 for each committee meeting
they attend whether such participation is in person or by
telephone, provided that the committee meeting is held on a day
other than that on which the Board meets.
Members of Compensation Committee
W. Lewis Gilcrease, Donald Shuman and Richard A. Kosson are
the members of the Company's Compensation Committee, which makes
recommendations to the Board of Directors with respect to the
Chief Executive Officer's compensation.
Compensation Committee Interlocks and Insider Participation
Roy F. Mitte determines the compensation of all executive
officers of the Company, other than the Chief Executive Officer.
Mr. Mitte is the Chairman of the Board, President and Chief
Executive Officer of the Company and FIC. He also determines the
compensation of all executive officers of FIC, other than the
Chief Executive Officer.
Reports on Executive Compensation
The following report and the performance graph following
those reports shall not be deemed incorporated by reference by
any general statement incorporating by reference this Proxy
Statement into any filing under the Securities Act of 1993 or
under the Securities Exchange Act of 1934, except to the extent
that the Company specifically incorporates this information by
reference, and shall not otherwise be deemed filed under such
Acts.
Chief Executive Officer's Report
The following report is made by the Chief Executive Officer
with respect to compensation policies applicable to the Company's
executive officers, other than the Chief Executive Officer.
The goal of the Company's executive compensation policies is
to ensure that an appropriate relationship exists between
executive pay and the creation of shareholder value, while at the
same time motivating and retaining senior managers. Executive
compensation is based on several factors, including corporate
performance. While sales, earnings, return on equity and other
performance measures are considered in making annual executive
compensation decisions, no formulas, preestablished target levels
or minimum performance thresholds are used. Each executive
officer's individual initiatives and achievements and the
performance of the operations directed by the executive are
integral factors utilized in determining that officer's
compensation.
The Company's compensation program consists of cash
compensation, long-term equity-based compensation in the form of
stock options and interests in the Employees Stock Ownership Plan
("ESOP") and various other benefits, including medical and
pension plans generally available to employees of the Company.
The objectives of the stock option plans and the ESOP are to
create a strong link between executive compensation and
shareholders return and enable senior managers to develop and
retain a significant and long-term ownership position in the
Company's Common Stock. This assures that key employees have a
meaningful stake in the Company, the ultimate value of which is
dependent on the Company's continued long-term success, and that
the long-term interests of those employees are aligned with those
of the shareholders.
Under the Company's Incentive Stock Option Plan, options to
purchase shares of the Company's Common Stock at 100% of fair
market value on the date of grant have been granted to executive
officers and other key employees. At December 31, 1995, options
to acquire 81,500 shares were outstanding, of which options to
purchase 80,000 shares are held by executive officers. Under the
Company's Non-Qualified Stock Option Plan, options to buy
Company's Common Stock at 100% of the fair market value on the
date of grant but in no event less than $3.33 per share can be
granted to officers, directors, agents and others. At December
31, 1995, options to purchase 312,000 shares were outstanding, of
which options to buy 162,000 shares were held by executive
officers. The Company's Board of Directors administers both
plans. Options were granted in 1988, 1991 and 1995. No options
were granted in 1992, 1993 or 1994, and no further options can be
granted under the Incentive Stock Option Plan.
The Company's ESOP is a noncontributory employee benefit
plan available to all employees who have completed one year of
service. Allocations of the Company's contributions are made to
participants in accordance with their compensation. Vesting of
participants in their accounts occurs in annual installments over
a period of approximately ten years. The assets of the ESOP
consist of 379,738 shares of the Company's Common Stock, of which
40,767 shares are allocated to the accounts of executive officers
and 273,165 shares are allocated to the other participants.
The Company provides medical and pension benefits to the
executive officers that are generally available to employees. In
addition, executive officers may participate in the Company's
Savings and Investment Plan (401K Plan). Although the Company
does not make contributions to the plan, eligible employees may
make contributions to the plan on a tax-deferred basis.
The foregoing report has been furnished by Roy F. Mitte.
Compensation Committee's Report
The Compensation Committee of the Board of Directors makes a
recommendation to the Board of Directors each year with respect
to the Chief Executive Officer's compensation for that year. The
Committee's recommendation regarding the Chief Executive
Officer's 1995 compensation was made to and adopted by the Board
on June 10, 1995..
The compensation policies and practices of the Compensation
Committee are subjective and are not based upon specific
criteria. The Committee did consider the Company's overall
financial performance and its continuing progress in expense
management, maintenance of a high quality investment portfolio
and marketing of insurance products designed to generate an
acceptable level of profitability. The Committee recognized the
Chief Executive Officer's leadership role in the Company's
performance and his ability to select, recruit and motivate
qualified people to implement the Company's policies that have
contributed to that performance. Although the Committee believed
that an increase in the Chief Executive Officer's annual base
compensation in 1995 would have been justified, it accepted his
request that his annual base compensation for 1995 remain the
same as it was in 1994.
Since the Chief Executive Officer's 1995 compensation is not
based on any particular measures of the Company's performance,
such as sales, earnings or return on equity, there is no specific
discussion in this report of the relationship of the Company's
performance to the Chief Executive Officer's compensation for
1995. Nevertheless, the Committee does believe that it is
noteworthy that the Company completed in 1995 the acquisition of
Investors Life Insurance Company of Indiana, the Company's
largest life insurance subsidiary during 1995 acquired
Bridgepoint Office Square and entered into a contract to sell the
Austin Centre, and the Company's net income for 1995 was
$10,714,000 ($2.11 per share) compared to net income in 1994 of
$9,917,000 ($1.93 per share).
The foregoing report is submitted by W. Lewis Gilcrease,
Richard A. Kosson and Donald Shuman, the members of the
Compensation Committee.
Performance Graph
The graph and table below compare the cumulative total
shareholder return on the Company's Common Stock for the last
five calendar years with the cumulative total return on the
Nasdaq Stock Market (U.S.) and an index of stocks of life
insurance companies traded on Nasdaq over the same period
(assuming the investment on December 31, 1990 of $100 in the
Company's Common Stock, The Nasdaq Stock Market (U.S.) and an
index of stocks of life insurance companies traded on Nasdaq and
the reinvestment of all dividends).
[The graph that appears in the paper version of this proxy
statement presents the information set forth in the table
below.]
12/31/90 12/31/91 12/31/92 12/31/93 12/30/94 12/29/95
The Company (1) $100 $115 $173 $190 $145 $190
The Nasdaq Stock
Market (US) $100 $161 $187 $215 $210 $297
Index of Nasdaq
Life Insurance
Stocks (2) $100 $139 $192 $230 $199 $298
(1) The dollar amounts for the Company's Common Stock are based
on the closing bid prices on Nasdaq on the dates indicated.
(2) The Index of Nasdaq Life Insurance Stocks is comprised of
life insurance companies whose stocks were traded on Nasdaq
during the last five calendar years (56 issues traded during that
period, of which, 30 issues were traded on December 29, 1995).
These peer companies were selected by the Company on a line-of-
business basis.
Employments Agreements and Change in Control Arrangements
The terms and conditions of employment agreements that the
Company would enter into upon the occurrence of certain events
that result in the agreements taking effect were approved by the
Board of Directors with respect to Messrs. Grace, Payne and
Crowe in 1991 and Mr. Hamm in 1995. Each agreement would include
two independent provisions with respect to the effective date and
the term of each agreement. First, the term of the agreement
would begin on the earlier of (i) the date of retirement (early,
normal or deferred) of Roy F. Mitte from his position as
Chairman, President and Chief Executive Officer of the Company or
(ii) the date of death or disability of Mr. Mitte, and would
terminate on the last day of the twelfth month next following the
commencement date of the term of the agreement, unless extended
upon mutually acceptable terms.
Independently, the term of the agreement would commence upon
the date that any person who is not currently a control person
with respect to the Company acquires, or enters into an agreement
to acquire, control of the Company, directly or indirectly, and
would end on the last day of the twelfth month next following the
date on which the employee receives notice of the termination of
his employment with the Company or the life insurance
subsidiaries of the Company.
During the term of the agreement, the employee would be
entitled to perform all of the duties of the position or
positions held by the employee with the Company and all the
subsidiaries of the Company on the date immediately preceding the
commencement date of the term of the agreement.
During the term of the agreement, the employee would be
entitled to an annual rate of compensation which is not less than
the annual rate of compensation in effect as of the date
immediately preceding the commencement date of the term of the
agreement. During the term of the agreement, the employee would
be entitled to participate in and benefit from all employee
benefit plans and other fringe benefits on the same basis as such
plans and benefits are made available to other executive
personnel of the Company.
The agreement may be terminated by the Company only in the
event that the employee is guilty of theft of property of the
Company or commits a wrongful act which has a material adverse
effect upon the business of the Company and with respect to which
the employee would not be entitled to indemnification under the
provisions of the Bylaws of the Company in effect as of the
commencement date of the term of the agreement. The employee may
terminate the agreement upon thirty days advance written notice
to the Company.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS WITH MANAGEMENT
The obligations of the Company under its Senior Loan are
guaranteed by FIC. FIC presently owns 1,966,346 shares of the
company's common Stock, constituting 47.03% of such shares
outstanding, and holds options to acquire an additional 1,702,155
shares at the average bid price of such shares during the six-
month period preceding the date of any such purchase. In the
event that such options were to be fully exercised, the total
number of the Company's shares owned by FIC would constitute
62.35% of the outstanding shares of the Company's Common Stock.
In May 1989, the Board of Directors of ILCO granted Roy F.
Mitte the right to borrow up to $650,000 from ILCO to be used
solely for the purchase of FIC common stock pursuant to Mr.
Mitte's then existing options. A principal purpose of said loan
was to enable Mr. Mitte to maintain his equity position in FIC,
as required under the terms of the lending agreements entered
into in connection with the purchase of the Investors Life
Companies. Said loan, which was exercised on June 1, 1989,
carried no interest and was repayable in five years. The loan was
paid in full in 1994. See "Compensation of Executive Officers and
Directors".
When it acquired Austin Centre, Investors-NA leased the
hotel to FIC Realty Services, Inc. ("FIC Realty"), a subsidiary
of FIC, pursuant to which FIC Realty pays monthly rent to
Investors-NA in an amount equal to 95% of the net operating
profits of the hotel for the preceding month (excess of all hotel
revenues over all hotel expenses, including insurance, utilities
and property taxes). Any net operating loss for a month is
carried forward and deducted from the net operating profit for
the next month that has such a profit. During 1995, FIC Realty
paid $1,991,356 of rent to Investors-NA pursuant to this lease.
FIC Realty has delegated the management of the hotel to an
unrelated third party pursuant to a management agreement, but FIC
Realty bears most of the economic risks in operating the hotel.
As an inducement to FIC Realty's agreeing to bear those risks,
Investors-NA has agreed to provide funds to pay expenses in
operating the hotel to the extent that the cash flow from such
operations is not sufficient to do so.
Alcoholic beverages had been sold at the hotel by an
unrelated third party pursuant to a lease it had with FIC Realty
until September 30, 1994. Commencing October 1, 1994, all
alcoholic beverage sales have been conducted by Atrium Beverage
Corporation ("Atrium Beverage"), a new subsidiary of FIC Realty.
Atrium Beverage subleases from FIC Realty space in the hotel for
the storage, service and sale of alcoholic beverages pursuant to
which Atrium Beverage pays monthly rent to FIC Realty of $12,500.
The sublease provides that the rent paid during each calendar
year will be reduced to the extent necessary to insure that
Atrium Beverage's net operating profit from alcoholic beverages
sales is not less than 5% of its gross receipts from such sales.
Atrium Beverage and FIC Realty are also parties to a management
agreement whereby FIC Realty manages Atrium Beverage's alcoholic
beverage operations at the hotel for a monthly fee equal to 28%
of the gross receipts from alcoholic beverages sales. During
1995, Atrium Beverage paid FIC Realty rent and management fees
totalling $319,815. All of that amount was included in the hotel
revenues of FIC Realty for purposes of determining its net
operating profits under the hotel lease agreement with Investors-
NA.
Investors-NA entered into a management agreement in
September 1991 with FIC Property Management, Inc. ("FIC
Management"), a subsidiary of FIC, whereby it appointed FIC
Management to manage, lease and operate the office tower, retail
areas, underground parking garage and common areas of Austin
Centre. FIC Management is paid fees in an amount equal to 5% of
the net operating profit that Investors-NA receives from the
properties managed and leased by FIC Management. During 1995,
Investors-NA paid $130,760 of fees to FIC Management under this
agreement.
As part of the financing arrangement for the acquisition of
Family Life Insurance Company, Family Life Corporation ("FLC"), a
subsidiary of FIC, entered into a senior loan agreement under
which $50 million was provided by a group of banks. The balance
of the financing consisted of a $30 million subordinated note
issued by FLC to Merrill Lynch Insurance Group, Inc. ("Merrill
Lynch") and $14 million borrowed by another subsidiary of FIC
from an affiliate of Merrill Lynch and evidenced by a senior
subordinated note in the principal amount of $12 million and a
junior subordinated note in the principal amount of $2 million
and $25 million lent by two insurance company subsidiaries of
ILCO. The latter amount was represented by a $22.5 million loan
from Investors-NA to FLC and a $2.5 million loan provided
directly to FIC by Investors-NA. In addition to the interest
provided under those loans, Investors-NA was granted by FIC
nontransferable options to purchase, in the amounts proportionate
to their respective loans, up to a total of 9.9 percent of shares
of FIC's common stock at a price of $10.50 per share, equivalent
to the then current market price, subject to adjustment to
prevent dilution. The options will expire on June 12, 1998 if not
previously exercised.
On July 30, 1993, the subordinated indebtedness owed to
Merrill Lynch and its affiliate was prepaid. $38 million plus
accrued interest was paid to retire the indebtedness, which had a
principal balance of approximately $50 million on July 30, 1993.
The primary source of the funds used to prepay the
subordinated debt was new subordinated loans totalling $34.5
million that FLC and another subsidiary of FIC obtained from
Investors-NA. The principal amount of the new subordinated debt
is payable in four equal annual installments in 2000, 2001, 2002
and 2003 and bears interest at an annual rate of 9%. The other
terms of the new debt are substantially the same as those of the
$22.5 million subordinated loans that Investors-NA had previously
made to FLC and that continue to be outstanding.
The Company believes that this restructuring of subordinated
debt should enhance the value of the loans that Investors-NA has
made to FIC's subsidiaries and the options it holds to purchase
FIC's stock.
The Company reimbursed FIC for rental expenses and certain
other operating expenses incurred during 1995 on behalf of the
Company. The amount of such reimbursement was approximately
$830,000.
Pursuant to a data processing agreement with a major service
company, the data processing needs of ILCO's and FIC's insurance
subsidiaries were provided by an offsite third party until
November 30, 1994. Commencing December 1, 1994, all of those data
processing needs are provided to ILCO's and FIC's Austin, Texas
and Seattle, Washington facilities by FIC Computer Services, Inc.
("FIC Computer"), a new subsidiary of FIC. Each of FIC's and
ILCO's insurance subsidiaries has entered into a data processing
agreement with FIC Computer whereby FIC Computer provides data
processing services to each subsidiary for fees equal to such
subsidiary's proportionate share of FIC Computer's actual costs
of providing those services to all of the subsidiaries. The
Company's insurance subsidiaries paid $1,655,486 and Family Life
paid $779,052 to FIC Computer for data processing services
provided during 1995.
In 1995, Investors-NA entered into a reinsurance agreement
with Family Life pertaining to universal life insurance written
by Family Life. The reinsuranc eagreement is on a co-insurance
basis and applies to all covered business with effective dates on
and after January 1, 1995. The agreement applies to only that
portion of the face amount of the policy which is less than
$200,000; face amounts of $200,000 or more are reinsured by
Family Life with a third party reinsurer.
Roy F. Mitte serves as Chairman, President and Chief
Executive Officer of both FIC and ILCO. James M. Grace serves as
Vice President, Treasurer and Director of both companies and
Secretary of FIC, and Messrs. Payne and Crowe serve as Vice
Presidents and Directors of both companies. Mr. Roy Mitte holds
beneficial ownership of 34.39% of the outstanding shares of FIC
(see "Security Ownership of Certain Beneficial Owners and
Management").
RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANTS
The Company's accounting firm for the current year is Price
Waterhouse LLP. Representatives of Price Waterhouse LLP are
expected to be available for comment at the Shareholders Meeting
and will be given an opportunity to respond to appropriate
questions.
BOARD AND COMMITTEES
The Board of Directors met formally three times during 1995.
All directors attended all of the Board meetings.
Members of the Nominating Committee are: Roy F. Mitte,
Eugene E. Payne and James M. Grace. The Nominating Committee
makes recommendations to the Board of Directors with respect to
vacancies and as to additions to the Board of Directors. The
Nominating Committee will consider nominees recommended by
Shareholders. All such nominations must be submitted in writing
to the Nominating Committee no later than December 31, 1996. The
Nominating Committee held one meeting in 1995.
The members of the Audit Committee are: Joseph F. Crowe,
Richard A. Kosson, Eugene E. Payne and Steven P. Schmitt. The
Audit Committee reviews the financial statements and the results
of the Company's annual independent audit. The Audit Committee
did not meet on a formal basis in 1995.
The members of the Compensation Committee are: W. Lewis
Gilcrease, Richard A. Kosson and Donald Shuman. The Compensation
Committee held one meeting during 1995.
SHAREHOLDER PROPOSALS
It is contemplated by the management of the Company that the
next Annual Meeting of the Shareholders of the Company will be
held on or about May 20, 1997. Accordingly, all proposals of
security holders intended to be submitted by the Company for
inclusion in the Proxy Statement and Form of Proxy relating to
the meeting must by received by the Company no later than
December 31, 1996 and must be in compliance with applicable laws
and Securities and Exchange Commission regulations.
OTHER MATTERS
As of the date of this Proxy Statement, management does not
know of any other matters which will be presented to the
Shareholders at the Annual Meeting. However, if any other matter
should be presented, the persons named in the accompanying proxy
will vote according to their best judgment in the interest of the
Company.
By Order of the Board of
Directors
InterContinental Life
Corporation
Eugene E. Payne
Secretary
April 19, 1996
InterContinental Life Corporation
P R O X Y
Annual Meeting of Shareholders, May 21, 1996
This Proxy is Solicited on Behalf of the Board of Directors of
InterContinental Life Corporation
Roy F. Mitte and James Grace, or either of them, each with
the power of substitution, are hereby authorized to represent and
vote the shares of the undersigned, with all the powers that the
undersigned would possess if personally present at the Annual
Meeting of Shareholders of InterContinental Life Corporation to
be held on Tuesday, May 21, 1996 or at any postponements or
adjournments thereof, as indicated on the reverse side of this
card.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE
MANNER DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO
DIRECTIONS ARE GIVEN, THIS PROXY WILL CONSTITUTE AUTHORIZATION
TO VOTE THE UNDERSIGNED'S SHARES FOR THE ELECTION OF NOMINEES FOR
DIRECTOR WHOSE NAMES ARE LISTED ON THE REVERSE. It will be voted
on other business matters which may properly be brought before
the meeting in accordance with the best judgment of the proxies.
The Board of Directors recommends a vote "FOR" on all matters
set forth in this proxy.
(Continued and to be signed on reverse side)
Please mark boxes [ ] or [X] in blue or black ink.
1. ELECTION OF DIRECTORS [ ] FOR all [ ] WITHHOLD [ ] EXCEPTIONS
nominees AUTHORITY
listed to vote for
below all nominees
listed below
Nominees: J. Crowe, T. Fleron, L. Gilcrease, J. Grace,
R. Hamm, R. Kosson, R. Mitte, E. Payne, T.
Richmond, S. Schmitt, D. Shuman
INSTRUCTIONS: To withhold authority to vote for any
individual nominee, mark the "Exceptions" box
and strike a line through that nominee's
name.
2. In their discretion, the proxies are authorized to vote upon
such other matters which may properly come before the
meeting or at any postponements or adjournments thereof.
Address Change and/or [ ]
Comments Mark Here
In the case of joint or common
ownership, each owner should sign.
Dated: , 1996
Signature
Signature if held jointly
Please Mark, Sign, Date and Return This Proxy Card Promptly Using
the Enclosed Envelope.
