<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
TRANS FINANCIAL, INC.
- --------------------------------------------------------------------------------
(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/ $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 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>
TRANS FINANCIAL, INC.
500 EAST MAIN STREET
BOWLING GREEN, KENTUCKY 42101
March 8, 1996
To Our Shareholders:
You are cordially invited to attend the Annual Meeting of Shareholders of
Trans Financial, Inc. (the "Corporation"), scheduled for 3:00 p.m., Central
Time, on Monday, April 22, 1996 at the Bowling Green - Warren County Convention
Center, 1021 Wilkinson Trace, Bowling Green, Kentucky. Holders of the
Corporation's outstanding shares of common stock as of March 1, 1996 are
entitled to vote at the Annual Meeting.
Accompanying this letter is the Annual Report of the Corporation, a notice
of the meeting, a proxy card and a proxy statement relating to the meeting. The
proxy statement contains information relating to the actions to be taken at the
meeting. We urge you to review the Annual Report and the proxy statement in
their entirety in order that you may be fully informed about the matters to be
considered at the meeting. After reviewing the enclosed materials, we urge you
to complete the proxy card and return it to us in the enclosed envelope.
In addition to the specific matters set forth in the enclosed notice of the
meeting, we look forward to discussing with you at the meeting any questions you
may have concerning the operation of the Corporation during the past year.
We hope you will be able to attend the meeting in person. In any event,
please mark, sign and return the enclosed proxy card. If you do attend the
meeting and desire to vote in person, you may do so even though you have
previously sent in a proxy card.
Sincerely,
Douglas M. Lester
Chairman of the Board,
President and Chief Executive Officer
<PAGE>
TRANS FINANCIAL, INC.
500 EAST MAIN STREET
BOWLING GREEN, KENTUCKY 42101
----------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
Notice is hereby given that the Annual Meeting of Shareholders of Trans
Financial, Inc. (the "Corporation") will be held on Monday, April 22, 1996, at
3:00 p.m., Central Time, at the Bowling Green - Warren County Convention Center,
1021 Wilkinson Trace, Bowling Green, Kentucky, for the following purposes:
1. For the election of four Class II directors of the Corporation to
hold office in accordance with the terms and conditions set forth in the
accompanying proxy statement;
2. To consider a proposal to approve the Trans Financial, Inc.
Directors Stock Compensation Plan; and
3. To consider and act upon such other matters as may properly come
before the meeting or any adjournment or adjournments thereof.
We hope you will attend the Annual Meeting in person. Whether or not you
plan to attend, please mark, sign and return the enclosed proxy card as soon as
possible in the enclosed stamped, addressed envelope. If you do attend the
Annual Meeting and desire to vote in person, you may do so even though you have
previously sent in a proxy card. Only shareholders of record at the close of
business on March 1, 1996 will be entitled to notice of, and to vote at, the
meeting. The stock transfer books of the Corporation will not be closed.
By Order of the Board of Directors,
Jay B. Simmons
Secretary
March 8, 1996
<PAGE>
TRANS FINANCIAL, INC.
500 EAST MAIN STREET
BOWLING GREEN, KENTUCKY 42101
----------------
PROXY STATEMENT
MARCH 8, 1996
---------------
GENERAL INFORMATION
This Proxy Statement is furnished in connection with the solicitation by the
Board of Directors of Trans Financial, Inc. (the "Corporation") of proxies for
the Annual Meeting of Shareholders of the Corporation (the "Annual Meeting") to
be held on April 22, 1996, at the Bowling Green - Warren County Convention
Center, 1021 Wilkinson Trace, Bowling Green, Kentucky, at 3:00 p.m. It is
anticipated that this Proxy Statement will first be mailed to the shareholders
on March 8, 1996.
Anyone executing and delivering a proxy has the power to revoke it at any
time prior to the establishment of a quorum at the Annual Meeting. Such
revocation must be in writing and delivered to the Secretary of the Corporation
prior to the time the presence of a quorum has been determined and declared. Any
valid and unrevoked proxy will be voted as specified in the proxy. IF NO
SPECIFICATION TO THE CONTRARY IS MADE, THE PROXY WILL BE VOTED FOR THE NOMINEES
FOR DIRECTORS, AND FOR THE PROPOSAL TO APPROVE THE TRANS FINANCIAL, INC.
DIRECTORS STOCK COMPENSATION PLAN, ALL IN ACCORDANCE WITH THE TERMS AND
CONDITIONS SET FORTH IN THIS PROXY STATEMENT.
The solicitation of proxies will be made primarily by mail, and the
Corporation will bear the cost thereof. Certain officers and directors of the
Corporation and persons acting under their instructions, who will not be
specifically compensated for such services, may also solicit proxies on behalf
of management by means of telephone, personal interviews and mail. The cost of
such additional solicitation, if any, will not be material. Brokerage houses,
nominees, fiduciaries and other custodians will be requested to forward
soliciting materials to beneficial owners and will be reimbursed for their
reasonable expenses incurred in doing so. In addition, the Corporation has
retained Georgeson & Co., Inc. to assist in the solicitation of proxies from the
Corporation's shareholders. The fees to be paid to such firm for such services
by the Corporation are not expected to exceed $8,500, plus reasonable
out-of-pocket costs and expenses.
At the Annual Meeting, shareholders will elect four directors to serve as
Class II directors. In addition, as disclosed in the Notice of the Annual
Meeting, a proposal will be submitted to shareholders at the Annual Meeting to
approve a new stock plan under which non-employee directors of the Corporation
and its subsidiaries, including advisory directors, will be granted shares of
the common stock of the Corporation as full payment of directors' fees. Only
shareholders of record at the close of business on March 1, 1996 (the "Record
Date") are entitled to notice of, and to vote at, the Annual Meeting.
SHARES AND VOTING
On the Record Date, there were issued and outstanding 11,293,948 shares of
common stock of the Corporation ("Common Stock"). Holders of Common Stock are
entitled to one vote for each share held on the Record Date on all matters
presented to the shareholders at the Annual Meeting, except that, in the
election of directors, cumulative voting rules will apply. Under cumulative
voting, each shareholder is entitled to cast as many votes in the aggregate as
shall equal the number of shares of Common Stock owned by him or her multiplied
by the number of directors to be elected. Each shareholder, or his or her proxy,
may cast all of his or her votes (as thus determined) for a single nominee for
director or may distribute them among two or more nominees, in the shareholder's
discretion. As to the authority of the persons named as proxies in the
accompanying proxy card to cumulate votes, see the section entitled ELECTION OF
<PAGE>
DIRECTORS. Under cumulative voting, the four nominees receiving the most votes
cast for the election of directors at the Annual Meeting will be elected, which
means that abstentions and broker non-votes will have no effect on the outcome
of the vote.
Shareholders are being asked to approve the Trans Financial, Inc. Directors
Stock Compensation Plan so that directors and advisory directors who receive
stock pursuant to the plan will be eligible for the exemption provided by Rule
16b-3 promulgated under Section 16(b) of the Securities Exchange Act of 1934.
For purposes of Rule 16b-3, the Securities and Exchange Commission (the "SEC")
has provided that an affirmative vote of a majority of all outstanding shares of
the Corporation's Common Stock represented in person or by proxy and entitled to
vote on the proposal is necessary for approval. Under the SEC's voting
requirement, abstentions and broker non-votes will have the effect of a "No"
vote.
VOTING SECURITIES AND OWNERSHIP THEREOF
As of the Record Date, to the knowledge of the Corporation, no person or
entity beneficially owned more than five percent (5%) of the issued and
outstanding shares of Common Stock, which is the only class of stock of the
Corporation entitled to vote at the Annual Meeting, except as follows:
<TABLE>
<CAPTION>
PERCENT
NAME AND ADDRESS NUMBER OF CLASS
TITLE OF CLASS OF BENEFICIAL OWNER OF SHARES OUTSTANDING
- ----------------- ------------------------------------------------------------------- ------------ ---------------
<S> <C> <C> <C>
Common Stock Trans Financial Bank, National Association, as Trustee of the Trans 920,147(1) 8.15%
Financial Savings Investment Plan and as Trustee of the Trans
Financial Employee Stock Ownership Plan
500 East Main Street
Bowling Green, Kentucky 42101
</TABLE>
- ------------
(1) Includes 357,084 shares (or 3.16% of those outstanding) held as Trustee
under the Trans Financial Savings Investment Plan ("Savings Investment
Plan") and 563,063 shares (or 4.99% of those outstanding) held as Trustee
under the Trans Financial Employee Stock Ownership Plan ("ESOP"). The Common
Stock was acquired in open market transactions pursuant to the terms of the
Savings Investment Plan and the ESOP. Shares of Common Stock allocated to
the accounts of ESOP participants are voted by the participants, and the
Bank disclaims beneficial ownership of these shares. As of the Record Date,
shares aggregating 556,912 (or 4.93% of those outstanding) held in the
Savings Investment Plan or held in the ESOP and not yet allocated to
participants' accounts may be voted by the Trustee.
The following table sets forth information as of the Record Date relating to
the ownership of Common Stock by each director and nominee, the Corporation's
Chief Executive Officer, and each of the other five Named Executive Officers, as
such term is defined in EXECUTIVE COMPENSATION AND OTHER
2
<PAGE>
INFORMATION, and by all directors, nominees for director and executive officers
of the Corporation as a group. Except where otherwise stated, sole voting and
investment power are held by the beneficial owners named.
<TABLE>
<CAPTION>
AMOUNT AND
NATURE OF
BENEFICIAL PERCENT OF CLASS
TITLE OF CLASS NAME OWNERSHIP OUTSTANDING
- ----------------- --------------------------------------------------- ---------------------- -----------------
<S> <C> <C> <C>
Common Stock Vince Berta 10,031(1) 0.09%
Common Stock Barry D. Bray 66,535(2) 0.59%
Common Stock Mary D. Cohron 20,765 0.18%
Common Stock Floyd H. Ellis 26,805 0.24%
Common Stock David B. Garvin 323,184(3) 2.86%
Common Stock Wayne Gaunce 27,541(4) 0.24%
Common Stock C.C. Howard Gray 7,853 0.07%
Common Stock Charles A. Hardcastle 48,199(5) 0.43%
Common Stock Carroll Knicely 28,698(6) 0.25%
Common Stock Douglas M. Lester 130,695(7) 1.16%
Common Stock C. Cecil Martin 47,322(8) 0.42%
Common Stock Frank Mastrapasqua 70,000 0.62%
Common Stock Michael J. Moser 507(9) 0.00%
Common Stock James D. Scott 123,298(10) 1.09%
Common Stock Ronald Szejner 20,196(11) 0.18%
Common Stock William B. Van Meter 39,482(12) 0.35%
Common Stock Thomas R. Wallingford 43,248(13) 0.38%
Common Stock Directors, nominees for director and executive 1,114,630(14) 9.87%
officers as a group (27 persons)
</TABLE>
- ------------
(1) Includes 1,974 shares held by the Corporation's Savings Investment Plan,
1,056 shares held by the Corporation's ESOP, and 2,000 shares subject to
options granted under the Corporation's stock option plans that Mr. Berta
could exercise within 60 days of the Record Date.
(2) Includes 13,730 shares held by the Corporation's Savings Investment Plan,
8,261 shares held by the Corporation's ESOP, 2,133 shares owned by Mr.
Bray's wife, and 25,594 shares subject to options granted under the
Corporation's stock option plans that Mr. Bray could exercise within 60
days of the Record Date.
(3) Includes 833 shares owned by a partnership of which Mr. Garvin is a general
partner, 109 shares owned by a partnership of which Mr. Garvin's wife is a
general partner and 2,212 shares owned by Mr. Garvin's children.
(4) Includes 23,222 shares owned by Mr. Gaunce's wife.
(5) Includes 7,658 shares owned by Mr. Hardcastle's wife and 25,044 shares
owned by B.G. Chemicals, Inc., in which Mr. Hardcastle is a 30% owner.
(6) Includes 6,680 shares owned by Mr. Knicely's wife.
(7) Includes 19,468 shares held by the Corporation's Savings Investment Plan,
12,604 shares held by the Corporation's ESOP, 45,698 shares owned by Mr.
Lester's wife, 109 shares owned by a partnership of which Mr. Lester's wife
is a general partner, and 21,354 shares subject to options granted under
the Corporation's stock option plans that Mr. Lester could exercise within
60 days of the Record Date. Under the terms of Mr. Lester's Employment
Agreement, Mr. Lester has the option to purchase 4,000 shares exercisable
in July 1996.
(8) Includes 23,787 shares owned by Mr. Martin's wife and 3,333 shares owned by
Center of Insurance, Inc. of which Mr. Martin is a 50% owner, 4,666 shares
owned by Prefinco, Inc., a corporation wholly-owned by Mr. Martin, and 833
shares owned by a partnership of which Mr. Martin is a general partner.
(9) Includes 507 shares held by the Corporation's Savings Investment Plan.
(10) Includes 29,175 shares owned by Mr. Scott's wife.
3
<PAGE>
(11) Includes 20,196 shares held by the Corporation's Savings Investment Plan.
(12) Includes 113 shares owned by Mr. Van Meter's child.
(13) Includes 5,618 shares owned by a revocable trust for the benefit of Mr.
Wallingford's wife, of which Mr. Wallingford is the sole trustee.
(14) Includes 77,051 shares subject to options granted under the Corporation's
stock option plans that executive officers could exercise within 60 days of
the Record Date.
Section 16(a) of the Securities Exchange Act of 1934 (the "Exchange Act")
requires the Corporation's executive officers and directors and persons who own
more than ten percent (10%) of the Corporation's Common Stock to file reports of
ownership and changes in ownership with the SEC. Based solely on its review of
the forms filed with the SEC, or written representations from certain reporting
persons that no Forms 5 were required for those persons, the Corporation
believes that all its officers, directors and greater than 10% beneficial owners
complied with all filing requirements applicable to them during 1995, with the
following exceptions. Mr. J. David Francis, a former director, did not timely
file one report concerning the sale of shares by his Individual Retirement
Account in October 1995. Mr. Garvin did not timely file one report concerning a
purchase of shares in April 1995. Mr. Martin was one month late in filing a
report concerning a purchase of shares in December 1994, and two days late in
filing a report concerning a purchase of shares in November 1995. Mr. Scott did
not timely file six reports concerning the following purchases of shares by him
and his spouse: four transactions in December 1994, one transaction in April
1995, five transactions in June 1995, one transaction in August 1995, one
transaction in September 1995, and two transactions in December 1995. Mr.
Charles Stewart, a former director, was late in filing a report concerning a
purchase of shares in December 1994.
PROPOSAL I
ELECTION OF DIRECTORS
The Articles of Incorporation and bylaws of the Corporation provide that the
Board of Directors shall be composed of not less than nine nor more than twenty
members with the exact number to be determined each year by resolution of a
majority of the full Board of Directors. The number of directors for the past
year was nineteen. J. David Francis, Roy E. Gaddie, John B. Gaines, Joseph I.
Medalie, and Charles M. Stewart have served as directors of the Corporation
since before the establishment of a mandatory retirement age for directors, and
were not subject to the provisions of the bylaws of the Corporation regarding
mandatory retirement age. However, these individuals have reached or exceeded
the retirement age established in the bylaws and in February became advisory
directors of the Corporation. In addition, Barry D. Bray, who is an executive
officer and employee of the Corporation and a Class II director whose term
expires at the Annual Meeting, has decided not to stand for reelection.
Therefore, the Board of Directors has fixed the number of directors for the
ensuing year at thirteen.
Article VIII of the Corporation's Articles of Incorporation provides for the
division of the Board into three classes as permitted by the laws of Kentucky.
Election of directors to each of the three classes is staggered in order that
one class of directors will be elected at each annual meeting. Under the laws of
Kentucky, the three classes should be as equal in number as practicable.
Therefore, Mr. Lester, who is currently a Class I director whose term expires at
the Annual Meeting of Shareholders in 1998, is standing for reelection as a
Class II director. Accordingly, four Class II directors will be elected at the
upcoming Annual Meeting.
Class III directors will be elected at the 1997 Annual Meeting of
Shareholders, and Class I directors will be elected at the 1998 Annual Meeting
of Shareholders.
The following table contains information concerning all of the current
directors and nominees for director of the Corporation, including the positions
held with Trans Financial Bank, National Association located in Bowling Green,
Kentucky ("TFBNA"), Trans Financial Bank, F.S.B. located in Russellville,
Kentucky ("TFB,FSB"), and Trans Financial Bank Tennessee, National Association
located in Cookeville, Tennessee ("TFBTn,NA") (collectively, the "Banks"); and
Trans Travel, Inc. located in Bowling Green, Kentucky ("TTI"), Trans Financial
Investment Services, Inc. located in Nashville, Tennessee ("TFIS"), and
4
<PAGE>
Trans Financial Mortgage Company located in Tullahoma, Tennessee ("TFMC")
(together with the Banks, collectively, the "Subsidiaries"), and identifies
those individuals who will be nominated for election at the Annual Meeting. The
Class II directors will be elected to serve for a term of three years and until
their successors have been elected and qualified.
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION,
BUSINESS EXPERIENCE
POSITION AND OFFICE POSITION AND DURING PAST FIVE DIRECTOR OF
HELD WITH OFFICE HELD YEARS AND OTHER CORPORATION
NAME AND AGE SUBSIDIARIES WITH CORPORATION DIRECTORSHIPS HELD OR BANKS SINCE
- ------------------------ -------------------- ------------------ ---------------------------- --------------
<S> <C> <C> <C> <C>
NOMINEES FOR ELECTION AS CLASS II DIRECTORS AT THE ANNUAL MEETING:
Wayne Gaunce, Director of TFBNA Director, Class II President, Gaunce 1977
age 62 Management, Inc.,
Caveland, Inc.; Director,
Papa John's International,
Inc.
Charles A. Hardcastle, Director of TFBNA; Director, Class II President, B.G. Chemicals, 1982
age 62 Director of TTI Inc., B.G. Paper Company,
Consolidated Sanitary
Supply; Owner, Hardcastle
Company, Southland
Manufacturing, and
Kentucky Wood Products
Douglas M. Lester, Director, Chairman Director, Class I; Chairman of the Board, 1984
age 53 of the Board and Chairman of the President and Chief
Chief Executive Board, President Executive Officer of the
Officer of TFBNA; and Chief Corporation; Chairman of
Director of TFMC; Executive Officer the Board and Chief
Director of TTI; Executive Officer of
Director of TFIS TFBNA; President of TFBNA
from 1984 to 1991 and from
1994 to 1995
William B. Van Meter, Director of TFBNA; Director, Class II Chairman, Van Meter 1992
Age 49 Director of TFMC Insurance Agency, Inc.;
Owner, Van Meter
Investments
</TABLE>
5
<PAGE>
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION,
BUSINESS EXPERIENCE
POSITION AND OFFICE POSITION AND DURING PAST FIVE DIRECTOR OF
HELD WITH OFFICE HELD YEARS AND OTHER CORPORATION
NAME AND AGE SUBSIDIARIES WITH CORPORATION DIRECTORSHIPS HELD OR BANKS SINCE
- ------------------------ -------------------- ------------------ ---------------------------- --------------
<S> <C> <C> <C> <C>
DIRECTORS WHOSE TERMS OF OFFICE EXTEND BEYOND THE ANNUAL MEETING (1):
Mary D. Cohron, Director of TFBNA; Director, Class I Owner, Greencastle Farms, 1979
age 48 Director of TTI Inc. and The Aerobic
Workout
Floyd H. Ellis, Director of TFBNA; Director, Class I President, Warren Rural 1977
age 69 Director of TFMC Electric Co-op Corporation
David B. Garvin, Director of TFBNA Director, Class I Chairman of the Board, 1989
age 53 Camping World, Inc.
James D. Scott, Director of TFBNA; Director, Class I Chairman of the Board, 1994
age 58 Director of TFMC Scotty's Contracting and
Stone Company
Thomas R. Wallingford, Director of TFBNA Director, Class I Retired; Former Chairman of 1994
age 68 the Board and President,
Kentucky Community
Bancorp, Inc.
C.C. Howard Gray, Director of TFBNA; Director, Class President, James N. Gray 1977
age 46 Director of TTI III Construction Co., Inc.
Carroll Knicely, Director of TFBNA; Director, Class President, Associated 1977
age 67 Director of TTI III Publications, Inc.; Real
estate developer
C. Cecil Martin, Director of TFBNA Director, Class President, Center of 1990
age 40 III Insurance, Inc.
Frank Mastrapasqua, Director of Director, Class President, Mastrapasqua & 1991
age 54 TFBTn,NA; Director III Associates; Formerly,
of TFIS Partner and Director of
Research, J.C. Bradford &
Co.
</TABLE>
- -------------
(1) Mr. Lester is currently a Class I director whose term expires in 1998. If
elected a Class II director at the Annual Meeting, Mr. Lester will resign as
a Class I director.
If any person or persons other than the nominees named above are nominated
as directors, then the proxies named in the enclosed proxy card, or their
substitutes, or a majority of them, shall have the right in their discretion to
vote cumulatively for some number less than all the nominees named above or for
such of the other nominees as they may choose. If any of the nominees named
above becomes unwilling or unable to accept nomination or election, then the
proxies shall have the right to vote for any substitute nominee in place of the
nominee who has become unwilling or unable to accept nomination or election.
There are no family relationships between any director or executive officer
of the Corporation or any nominee. Except as otherwise described herein, there
are no arrangements or understandings regarding the election of any of the
foregoing nominees as directors. All nominations for membership on the Board of
Directors originated with the Board of Directors.
6
<PAGE>
COMMITTEES OF THE BOARD
The Corporation has an Audit Committee consisting of directors Gray, Knicely
and Scott. It is the responsibility of the Audit Committee annually to cause
audits to be made by auditors responsible only to the Board of Directors; to
review the audits and operational procedures of the Corporation and the
Subsidiaries; to ascertain whether the Subsidiaries are being operated in
compliance with the requirements of the various regulatory authorities having
jurisdiction over the Subsidiaries' operations; to review reports of
examinations made by federal and state bank examiners and ascertain that any and
all operational deficiencies set forth in such reports are satisfactorily
corrected; to review the annual reports submitted by the internal auditors and
ascertain that the internal auditors are carrying out internal audit programs
that are adequate to verify that the policies and procedures formulated for the
operation of the Corporation and the Subsidiaries are being followed and that a
sufficient system of internal control is being maintained; and to report its
findings to the Board of Directors. The Audit Committee met five times in 1995.
The Corporation has an Executive Committee consisting of directors Cohron,
Ellis, Garvin, Hardcastle, Lester, and Mastrapasqua. It is the responsibility of
the Executive Committee to study, advise and make recommendations to the Board
of Directors on matters relating to the overall management of the Corporation
and the Subsidiaries; to review policies and practices relating to Board
functions and banking practices and make recommendations to the Board of
Directors as appropriate; and to study, advise and make recommendations to the
Board of Directors concerning any acquisitions and mergers contemplated by the
Corporation. The Executive Committee met nine times in 1995.
The Corporation has a Compensation Committee consisting of directors Cohron,
Ellis, Garvin, Hardcastle, and Mastrapasqua. It is the responsibility of the
Compensation Committee to review and approve issues pertaining to executive
compensation. The Compensation Committee met in December 1994 to discuss
executive officer salaries for 1995, and in January 1996 to discuss bonuses for
1995. The Compensation Committee did not meet in 1995.
The Corporation has a Stock Option Committee consisting of directors Cohron,
Ellis, Garvin, Hardcastle, and Mastrapasqua. It is the responsibility of the
Stock Option Committee to review and approve all issues pertaining to stock
options granted or to be granted to the executive officers and employees of the
Corporation and the Subsidiaries. The Stock Option Committee met four times in
1995.
The Corporation has no Nominating Committee. All nominations for membership
on the Board of Directors originate with the Board of Directors.
During 1995, there were thirteen meetings of the Corporation's Board of
Directors. Each of the directors attended at least seventy-five percent (75%) of
the aggregate of (1) the total number of meetings of the Board of Directors held
during the period for which he or she was a director, and (2) the total number
of meetings held by all committees of the Board on which he or she served.
7
<PAGE>
EXECUTIVE COMPENSATION AND OTHER INFORMATION
The following table provides certain summary information concerning
compensation paid or accrued by the Corporation and its Subsidiaries for the
fiscal years ended December 31, 1993, 1994 and 1995, to or on behalf of (i) the
Corporation's Chief Executive Officer, and (ii) the other four most highly
compensated executive officers of the Corporation (determined as of the end of
1995). These officers are referred to herein as the "Named Executive Officers."
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM
COMPENSATION
-------------
ANNUAL COMPENSATION SECURITIES ALL OTHER
----------------------------------- UNDERLYING COMPENSATION (1)
NAME AND PRINCIPAL POSITION YEAR SALARY ($) BONUS ($) OPTIONS (#) ($)
- ---------------------------------------------- --------- ---------- ------------ ------------- ----------------
<S> <C> <C> <C> <C> <C>
Douglas M. Lester, President and 1995 $ 250,000 $ 0 102,000 $ 14,420(2)
Chairman and Chief Executive 1994 236,000 42,244 10,000 27,458
Officer 1993 236,000 0 10,250 20,978
Vince Berta, Executive Vice 1995 $ 170,000 $ 0 44,000 $ 6,231(4)
President (3) 1994 134,000 22,540 6,000 13,459
1993 88,940 20,000 0 5,790
Barry D. Bray, Executive Vice 1995 $ 168,100 $ 0 5,000 $ 6,585(5)
President and Chief Credit 1994 164,000 26,404 3,000 18,169
Officer 1993 164,000 0 6,250 20,958
Michael J. Moser, Senior Vice 1995 $ 123,500 $ 0 44,000 $ 5,000(7)
President (6) 1994 49,923 35,009 4,000 237
1993
Ronald Szejner, Executive Vice 1995 $ 108,400 $ 58,065(9) 37,000 $ 1,766(10)
President and Chief Trust 1994
Officer (8) 1993
</TABLE>
- ------------
(1) Information concerning the Corporation's annual contribution to the
Corporation's Employee Stock Ownership Plan for 1995 is not yet available.
(2) Consists of the Corporation's matching contribution to the Corporation's
Savings Investment Plan in the amount of $6,000, premiums in the amount of
$1,440 paid by the Corporation for term life insurance for the benefit of
Mr. Lester, and premiums in the amount of $6,980 paid by the Corporation
for long term disability insurance for the benefit of Mr. Lester.
(3) Mr. Berta joined the Corporation in April 1993.
(4) Consists of the Corporation's matching contribution to the Corporation's
Savings Investment Plan in the amount of $6,000 and premiums in the amount
of $231 paid by the Corporation for term life insurance for the benefit of
Mr. Berta.
(5) Consists of the Corporation's matching contribution to the Corporation's
Savings Investment Plan in the amount of $6,000 and premiums in the amount
of $585 paid by the Corporation for term life insurance for the benefit of
Mr. Bray.
(6) Mr. Moser joined the Corporation in July 1994.
(7) Consists of the Corporation's matching contribution to the Corporation's
Savings Investment Plan in the amount of $4,560 and premiums in the amount
of $440 paid by the Corporation for term life insurance for the benefit of
Mr. Moser.
(8) Mr. Szejner joined the Corporation in March 1995.
(9) Signing bonus.
8
<PAGE>
(10) Consists of the Corporation's matching contribution to the Corporation's
Savings Investment Plan in the amount of $1,369 and premiums in the amount
of $397 paid by the Corporation for term life insurance for the benefit of
Mr. Szejner.
STOCK OPTIONS
The following table contains information concerning the grant of stock
options to the Named Executive Officers during the fiscal year ending December
31, 1995.
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS POTENTIAL REALIZABLE
----------------------------------------------- VALUE AT ASSUMED
PERCENT OF ANNUAL RATES OF
TOTAL STOCK PRICE
NUMBER OF OPTIONS APPRECIATION
SECURITIES GRANTED TO FOR OPTION TERM
UNDERLYING EMPLOYEES IN EXERCISE EXPIRATION ------------------------
NAME OPTIONS GRANTED(#) FISCAL YEAR PRICE($/SH) DATE 5%($) 10%($)
- --------------------------- -------------------- ------------ ----------- ------------ ---------- ------------
<S> <C> <C> <C> <C> <C> <C>
4,000(1) 0.91% $ 5.625 7/31/1995 $ 0 $ 0
7,000(2) 1.59% 13.00 1/3/2005 $ 57,229 145,031
91,000(3) 20.71% 17.85 2/10/2005 580,562 1,886,605
Douglas M. Lester
7,000(2) 1.59% $ 13.00 1/3/2005 $ 57,229 $ 145,031
37,000(3) 8.42% 17.85 2/10/2005 236,053 767,081
Vince Berta
Barry D. Bray 5,000(2) 1.14% $ 13.00 1/3/2005 $ 40,878 $ 103,593
Michael J. Moser 7,000(2) 1.59% $ 13.00 1/3/2005 $ 57,229 $ 145,031
37,000(3) 8.42% 17.85 2/10/2005 236,053 767,081
Ronald Szejner 37,000(3) 8.42% $ 16.875 3/27/2005 $ 223,159 $ 725,182
</TABLE>
- ------------
(1) Under the terms of Mr. Lester's Employment Agreement, Mr. Lester is granted
on January 1 of each year during the term of the Agreement, subject to
certain limitations, a nontransferable right to purchase annually 4,000
shares of Common Stock at $5.625 per share exercisable only during the month
of July, and only so long as Mr. Lester is then employed by the Corporation
or TFBNA. Mr. Lester's right to purchase stock annually is not cumulative.
However, if the Corporation were to liquidate, dissolve, or merge or combine
into another corporation, Mr. Lester's right to purchase Common Stock during
the unexpired term of the Employment Agreement would be immediately
accelerated so that he may exercise his option to purchase that total number
of shares, as to which he has not previously forfeited options, for which he
would otherwise have had options had he remained employed throughout the
then current term of the Employment Agreement. The options granted Mr.
Lester are nontransferable and the death of Mr. Lester or the termination of
Mr. Lester's employment under the Employment Agreement, whether voluntary or
involuntary and whether with or without cause, will terminate all rights and
options not previously exercised by Mr. Lester. In no event shall Mr. Lester
have the option to purchase shares as would cause, immediately after the
exercise of the option, the total number of shares owned by Mr. Lester, or
subject to options exercisable by Mr. Lester, to exceed 5% of the total
combined voting power of all classes of the Corporation's Common Stock. In
July 1995, Mr. Lester exercised the option listed in the table above. The
market price of the Common Stock on the date of grant was $13.00 per share.
See "Aggregate Option Exercises in Last Fiscal Year and Fiscal Year-End
Option Values."
(2) Option granted under the Corporation's Incentive Stock Option Plans.
One-third of the option may be exercised on or after January 3, 1997, a
second one-third may be exercised on or after January 3, 1998, and the final
one-third may be exercised on or after January 3, 1999. The exercise date of
the option
9
<PAGE>
may, at the discretion of the Stock Option Committee, be accelerated upon
the occurrence of a Change in Control of the Corporation, as defined in the
Plans. See "Employment Contracts and Termination of Employment and Change in
Control Arrangements."
(3) Option granted under the Corporation's 1995 Executive Stock Option Plan. The
option becomes exercisable on the third anniversary of the date of grant.
The exercise date of the option will be accelerated upon the occurrence of a
Change in Control of the Corporation, as defined in the Plan. See
"Employment Contracts and Termination of Employment and Change in Control
Arrangements."
OPTION EXERCISES AND HOLDINGS
The following table provides information with respect to the Named Executive
Officers concerning the exercise of options during the last fiscal year ending
December 31, 1995, and unexercised options held as of December 31, 1995:
AGGREGATE OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
NUMBER OF VALUE OF
SECURITIES UNEXERCISED
UNDERLYING IN-THE-MONEY
UNEXERCISED OPTIONS AT
OPTIONS AT FISCAL YEAR
FISCAL YEAR END(#) END($)(2)
SHARES ------------------- -------------------
ACQUIRED ON VALUE EXERCISABLE/ EXERCISABLE/
NAME EXERCISE(#) REALIZED($)(1) UNEXERCISABLE UNEXERCISABLE
- --------------------------------- ------------- ------------- ------------------- -------------------
<S> <C> <C> <C> <C>
Douglas M. Lester 7,110 $ 41,551 21,354/104,084 $124,158/$45,808
4,000 $ 39,500
3,474 $ 31,485
Vince Berta 0 $ 0 2,000/48,000 $2,750/$40,550
Barry D. Bray 0 $ 0 29,594/9,084 $144,206/$31,033
Michael J. Moser 0 $ 0 0/48,000 $0/$45,550
Ronald Szejner 0 $ 0 0/37,000 $0/$37,000
</TABLE>
- ------------
(1) Market price at time of exercise less exercise price.
(2) Market value of underlying securities at December 31, 1995 minus the
exercise price at December 31, 1995.
EMPLOYMENT CONTRACTS AND TERMINATION OF EMPLOYMENT AND CHANGE OF CONTROL
ARRANGEMENTS
Mr. Lester has an Employment Agreement with the Corporation and TFBNA
pursuant to which Mr. Lester is employed as the Chairman of the Board and Chief
Executive Officer of the Corporation and TFBNA and as President of the
Corporation. Mr. Lester's Employment Agreement has an initial three-year term,
renewable annually such that the outstanding term continues to be three years.
If the Employment Agreement is not renewed by the Corporation or TFBNA, or if
the Corporation or TFBNA terminates the Employment Agreement without cause, as
defined therein, then Mr. Lester will be entitled to receive, as severance pay,
his base salary for the unexpired term of the Employment Agreement. Mr. Lester
may terminate his employment and the Employment Agreement at any time upon 60
days written notice to the Corporation, in which event all rights to
compensation and fringe benefits will terminate. Mr. Lester's base salary under
the Employment Agreement is established by the Board of Directors of the
Corporation at the commencement of each year, and for the fiscal year ending
December 31, 1995 was $250,000. Under the terms of Mr. Lester's Employment
Agreement, Mr. Lester is entitled, subject to certain limitations, to a
nontransferable right to purchase annually 4,000 shares of Common Stock at
$5.625 per share. See footnote 1 to the table "Option Grants in Last Fiscal
Year".
Upon a Change in Control of the Corporation, as hereafter defined, the
exercise dates of all outstanding options under the Corporation's 1995 Executive
Stock Option Plan will accelerate, and the exercise dates of outstanding options
under the Corporation's incentive stock option plans may be accelerated, at the
10
<PAGE>
discretion of the Stock Option Committee. To the extent that exercise dates of
outstanding options are accelerated, each affected option may be exercised on or
after the date of the Change in Control. In addition, the shares subject to the
Corporation's stock option plans will be automatically converted into and
replaced by shares of common stock or other equity securities having rights and
preferences no less favorable than common stock of the successor, and the number
of shares subject to the options and the purchase price per share upon exercise
of the options will be correspondingly adjusted so that there will be no change
in the aggregate purchase price payable upon exercise of any such option.
For purposes of the 1995 Executive Stock Option Plan, a Change in Control of
the Corporation means:
(a) any share exchange or merger or consolidation to which the Corporation
or a significant subsidiary of the Corporation is a party, or any
purchase or other acquisition of substantially all of the business or
assets of the Corporation or of any significant subsidiary, in any
transaction or series of transactions, by another corporation or entity,
if either (i) the Corporation will not be the surviving or acquiring
corporation or will not own 100% of the outstanding capital stock of the
surviving, acquiring or transferee corporate entity immediately following
the consummation of the transactions contemplated by the plan or
agreement of exchange, merger, consolidation, or sale of assets; or (ii)
there will be a 25% change in the proportionate ownership of outstanding
shares of voting stock of the Corporation as a result of the transactions
contemplated by such plan or agreement of exchange, merger, consolidation
or sale of assets;
(b) any person (as that term is used in Sections 13(d) and 14(d) of the
Exchange Act) is or becomes the beneficial owner (as that term is used in
Section 13(d) of the Exchange Act, and the rules and regulations
promulgated thereunder) of stock of the Corporation entitled to cast more
than 20% of the votes at the time entitled to be cast generally for the
election of directors;
(c) more than 50% of the members of the Board shall not be Continuing
Directors (meaning the directors of the Corporation (i) who were members
of the Board on February 1, 1995, (ii) who subsequently became directors
of the Corporation by a vote of the majority of the Continuing Directors
then on the Board of Directors, or (iii) whose election or nomination for
election by the Corporation's shareholders was approved by a vote of a
majority of the Continuing Directors then on the Board of Directors); or
(d) the Board or the shareholders of the Corporation approve, adopt, agree
to recommend, or accept any agreement, contract, offer or other
arrangement providing for, or any series of transactions resulting in,
any of the transactions described above.
For purposes of the Corporation's incentive stock option plans, a Change in
Control of the Corporation means:
(a) any share exchange or merger or consolidation of the Corporation or a
significant subsidiary of the Corporation if either (i) the Corporation
will not be the surviving or acquiring corporation or will not own 100%
of the outstanding capital stock of the surviving or acquiring
corporation following the consummation of the transactions contemplated
by the plan or agreement of exchange, merger or consolidation, or (ii)
there will be a substantial change in the proportionate ownership of
outstanding shares of voting stock of the Corporation as a result of the
transactions contemplated by such plan or agreement of exchange, merger
or consolidation;
(b) any sale, lease, exchange, transfer or other disposition of all or any
substantial part of the assets of the Corporation or a subsidiary of the
Corporation followed by a liquidation of the Corporation;
(c) the commencement of any tender offer, exchange offer or other purchase
offer for, and/or any agreement to purchase, as much as (or more than)
25% of the outstanding Common Stock of the Corporation or a subsidiary of
the Corporation; or
(d) the Board or the shareholders of the Corporation approve, adopt, agree
to recommend, or accept any agreement, contract, offer or other
arrangement providing for, or any series of transactions resulting in,
any of the transactions described above.
11
<PAGE>
Eighteen officers of the Corporation and its subsidiaries have nonqualified
deferred compensation agreements with the Corporation or its subsidiaries,
whereby the officers will receive deferred compensation upon retirement at age
65, death prior to age 65, or termination for any reason following a Change of
Control of the Corporation. All benefits under each agreement are forfeited if
the employee commits suicide, the employee's employment is terminated for any
reason other than death or Change of Control of the Corporation, or the employee
competes with the Corporation in violation of the noncompete provisions
contained in the agreements.
REPORT OF COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS ON EXECUTIVE
COMPENSATION
This report reflects the Corporation's compensation policies with respect to
its executive officers, as endorsed by the Compensation Committee of the Board
of Directors, and the resulting actions taken by the Corporation for the
reporting periods shown in the various compensation tables supporting this
report.
The Corporation through its executive compensation policies seeks to provide
compensation that will enable the Corporation to compete for and retain talented
executives who are critical to the Corporation's long-term success, support a
pay for performance policy, motivate key senior officers to achieve strategic
business initiatives and reward them for their achievements, and align the
interests of executives with the long-term interests of shareholders through
opportunities that can result in ownership of Common Stock.
At present, the executive compensation program of the Corporation is
comprised of salary, annual cash incentive opportunities, long term incentive
opportunities in the form of stock options, and certain broad based employee
benefit plans in which the executive officers participate, primarily the
Corporation's Savings Investment Plan and Employee Stock Ownership Plan. The
Compensation Committee received the results of a compensation study performed by
an independent compensation consulting firm commissioned by the Board of
Directors, and for 1995 the executive compensation policies of the Corporation
and compensation decisions with respect to the Corporation's executive officers
reflected, in part, the results of the compensation study.
Annual cash incentives for the Corporation's executive officers and certain
other employees are determined under the Corporation's Performance Incentive
Plan. Under this Plan, the Corporation's and the Banks' performance each year is
measured against goals established in the Plan, in order to determine the cash
incentives to be awarded. The Plan established fixed goals for the following
criteria: (i) growth in the Corporation's earnings per share, (ii) the
Corporation's return on equity, and (iii) the Corporation's operating
efficiency. The Plan also provides for cash incentives based on the number of
acquisitions of financial institutions completed. Finally, the Plan establishes
goals at certain percentages over the Corporation's annual budget, which is
reviewed and approved each year by the Board of Directors of the Corporation, in
the following categories: (a) the Banks' return on assets, (b) the Banks'
deposit growth, and (c) the Banks' operating efficiencies. The categories and
goals applicable to each of the participating officers and employees were
determined based on that officer's or employee's position in the Corporation and
his or her resulting ability to affect the outcome of the Corporation or the
Banks with respect to those goals. Cash incentives for a participant were
determined as a percentage of his or her base salary on a sliding scale
depending on the performance in the categories applicable to that participant.
For each of the categories, a minimum performance target was established, below
which no cash incentive would be awarded, and a maximum potential cash incentive
award was also established. The cash incentive to be awarded to the participant
equals the sum of the incentives determined with respect to each pertinent
category.
For the executive officers of the Corporation, goals were established in the
categories of (i) growth in the Corporation's earnings per share over the prior
fiscal year, (ii) the Corporation's return on equity, (iii) the Corporation's
overall operating efficiency, and (iv) acquisitions of financial institutions
completed. The Corporation fulfilled the minimum criteria in the category of
return on equity; however, Management recommended to the Compensation Committee,
and the Compensation Committee accepted such recommendation, that no cash
incentive payments be made to any of the executive officers of the Corporation
for 1995. Management's recommendation was based on the overall performance of
the Corporation during fiscal year 1995.
12
<PAGE>
Stock option grants under the Corporation's incentive stock option plans
provide the right to purchase shares of Common Stock at a minimum of the fair
market value on the date of grant (which is defined as the closing high price or
the average of the bid and asked price on the previous trading day). Options
under these plans are not exercisable during the first two years after the date
of grant of the option. The option grants cover shares of Common Stock
authorized under stockholder approved plans. The number of shares covered by
each grant reflects the Stock Option Committee's assessment of the individual's
relative value to the Corporation, with input from the Chief Executive Officer
with respect to all awards other than those to the Chief Executive Officer, with
no specific quantitative criteria determinative.
Stock option grants under the Corporation's 1995 Executive Stock Option Plan
have an exercise price equal to 120% of the fair market value on the date of
grant (which is defined as the closing high price or the average of the closing
bid and asked price on the previous trading day), and provide an incentive to
certain key executive officers of the Corporation to remain in the employ of the
Corporation and to use their best efforts on its behalf. Options granted under
this Plan are not exercisable during the first three years after the date of
grant of the option. The Plan Committee determines the executive officers who
will receive options, and the number and terms of options granted to such
executive officers. The recipients of and number of shares covered by each
option grant reflect the Plan Committee's assessment of the executive officer's
relative value to the Corporation and his or her ability to significantly affect
the profitability of the Corporation. In making these decisions, the Plan
Committee considers the recommendations of the Chief Executive Officer with
respect to all awards other than those to the Chief Executive Officer.
Awards under the Corporation's Employee Stock Ownership Plan and Savings
Investment Plan are based on a percentage of the base salary of each of the
executive officers as determined under the respective plan. The Corporation's
contributions to these Plans are invested in the Corporation's Common Stock.
The Chief Executive Officer's salary was based principally on his rights
under his Employment Agreement with the Corporation, dated January 1, 1991,
which is described elsewhere in the Proxy Statement. Under the Employment
Agreement, the Compensation Committee established Mr. Lester's minimum annual
base salary for 1995 at $250,000. This resulted in an increase of $14,000 over
Mr. Lester's base salary for 1994. This increase reflected the Compensation
Committee's determination of Mr. Lester's relative value to the Corporation,
including the profitability of the Corporation during 1994. In establishing this
increase, the Compensation Committee took into consideration the information
available from the compensation study; however, no specific quantitative
criteria were determinative.
Under Mr. Lester's Employment Agreement, on January 1, 1995, Mr. Lester was
granted an option to acquire 4,000 shares of the Corporation's common stock
exercisable in July 1995. Mr. Lester exercised the option, which had an exercise
price equal to (i) 69% of the market price of the Corporation's stock on January
1, 1991, the date the Employment Agreement was executed, and (ii) 36% of the
market price of the Corporation's Common Stock on the date of exercise. Thus,
the amount realized by Mr. Lester upon exercise of the option resulted in part
from appreciation in the Corporation's Common Stock price during Mr. Lester's
tenure with the Corporation. The Compensation Committee believes that the grant,
as well as grants made to Mr. Lester under the Corporation's incentive stock
option plans and the Corporation's 1995 Executive Stock Option Plan, further
encourages long-term performance, promotes management retention and aligns
shareholders' and management's interests in the performance of the Corporation's
Common Stock.
Submitted by the Compensation Committee of the Board of Directors
Mary D. Cohron Floyd H. Ellis
David B. Garvin Charles A. Hardcastle
Frank Mastrapasqua
13
<PAGE>
PERFORMANCE GRAPH
Set forth below is a line graph comparing the yearly percentage change in
the cumulative total shareholder return on the Corporation's Common Stock
against the cumulative total return of the Nasdaq Market Index and a peer group
index for the period of five fiscal years commencing January 1, 1991 and ending
December 31, 1995. The peer group used in the peer group index, the MG Industry
Group 045-East South Central Banks, consists of Alabama National Bancorp,
AmSouth Bancorp, Banco Central Hispano, Bancorp South, Bank of Nashville,
Cardinal Bancshares, CBT Corporation, Colonial BancGroup, Compass Bancshares,
Deposit Guaranty Corporation, Farmers Capital Bank Corporation, First American
Corporation, First City Bancorp, First Federal Financial, First Tennessee
National Corporation, Fort Thomas Financial Corporation, Gateway Bancorp,
Hancock Holding Company, Kentucky Enterprise Bancorp, Kentucky First Bancorp,
Leader Financial Corporation, LFS Bancorp, Mid America Bancorp, National
Commerce Bancorporation, Peoples Banctrust Company, Peoples First Corporation,
Peoples Holding Company, Pikeville National Corporation, Regions Financial
Corporation, S.Y. Bancorp, South Alabama Bancorp, Southern Banc Company,
Southfirst Bancshares, SouthTrust Corporation, TF Financial Corporation, Trans
Financial, Inc., Trustmark Corporation and Union Planters Corporation.
The performance graph assumes that (i) $100 was invested on January 1, 1991,
and (ii) dividends were reinvested during each fiscal year presented.
PERFORMANCE GRAPH
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
<TABLE>
<CAPTION>
1990 1991 1992 1993 1994 1995
<S> <C> <C> <C> <C> <C> <C>
Trans Financial Bancorp, Inc. $100.00 $152.67 $200.27 $223.79 $183.01 $261.40
MG Industry Group 045- $100.00 $163.59 $169.68 $179.35 $180.09 $241.99
East South Central Banks
NASDAQ Market Index $100.00 $128.38 $129.64 $155.50 $163.26 $211.77
</TABLE>
DIRECTOR COMPENSATION
Non-employee directors of the Corporation receive an annual fee of $2,400,
plus a fee of $250 for each regular Board of Directors meeting attended, $350
for each special Board of Directors meeting attended, and $150 for each
Committee meeting attended. Only one fee is paid for joint committee meetings.
Salaried employees of the Corporation or of its subsidiaries who also serve as
directors receive no additional compensation for their services as directors.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Directors Cohron, Ellis, Garvin, Hardcastle and Medalie served as members of
the Compensation Committee of the Board of Directors during the Corporation's
last fiscal year ended December 31, 1995.
14
<PAGE>
Mr. Hardcastle, a director of the Corporation, of TFBNA and of TTI and a
member of the Executive, Compensation and Stock Option Committees, is the owner
of B.G. Paper Company, from which the Corporation purchases paper and other
supplies. The aggregate amount of payments made to B.G. Paper Company during
1995 was $61,057.01.
A son-in-law of Floyd Ellis, who is a director of the Corporation, of TFBNA
and of TFMC and a member of the Executive, Compensation and Stock Option
Committees, is part owner of Davis Stokes Chilton Collaborative PSC, an
architectural firm that provided architectural design and engineering services
to the Corporation and its subsidiaries. The aggregate amount of fees paid to
Davis Stokes Chilton Collaborative PSC during 1995 was $105,786.20.
TRANSACTIONS WITH MANAGEMENT AND OTHERS
The Subsidiaries have had and expect to have in the future business and
banking transactions in the ordinary course of business with certain of their
directors and executive officers and their associates, as well as with
corporations with which they are connected as directors, officers or
shareholders. The banking transactions between the Banks and the directors and
executive officers were on substantially the same terms, including interest
rates and collateral, as those prevailing at the time for comparable
transactions with other persons. In the opinion of management of the Corporation
and the Banks, such banking transactions do not involve more than the normal
risk of collectibility or present other unfavorable features.
The spouse of Mr. Martin, a director of the Corporation and of TFBNA, is the
owner of approximately fifteen percent (15%) of Plaza Shopping Center of
Elizabethtown, Inc., which leases a building to TFBNA for use as an operations
facility. The aggregate amount of payments made under the lease in 1995 was
$168,150.12, and the aggregate amount of payments due under the lease for the
current term, which expires May 31, 2008, is $2,243,588.37. The Corporation
believes that the terms and conditions of its relationship with Plaza Shopping
Center of Elizabethtown, Inc. are as favorable as those which could have been
obtained from a third party.
Mr. Martin is the part owner of an insurance agency, Center of Insurance,
Inc., through which the Corporation and its Subsidiaries purchased insurance in
1995. Total insurance premiums paid to Mr. Martin's insurance agency during 1995
were approximately $392,624.59.
Mr. Mastrapasqua, a director of the Corporation, of TFBTn,NA and of TFIS and
a member of the Executive, Compensation and Stock Option Committees, is the
owner of Mastrapasqua & Associates, Inc., an investment advisory and research
company which has entered into agreements with the Corporation and TFBNA to (i)
provide investment advisory services to the Corporation and to the Trust
Department of TFBNA, and (ii) to act as subadviser for Trans Adviser Funds,
Inc., an open-ended management company organized under the Investment Company
Act of 1940 for which TFBNA acts as investment adviser. The aggregate amount of
fees paid to Mastrapasqua & Associates, Inc. during 1995 was $324,028.27.
Mastrapasqua & Associates, Inc. also subleased from the Corporation certain
furniture and office space in the Palmer Plaza office building in Nashville,
Tennessee and paid as rental one-half of the rent payable by the Corporation.
The aggregate amount of payments made by Mastrapasqua & Associates, Inc. to the
Corporation under the sublease for this furniture and office space in 1995 was
$83,531.36. The Corporation's obligations under the leases for this furniture
and office space were assumed as of November 1, 1995 by 814 Church Street L.L.C.
(see below), and as a result Mastrapasqua & Associates, Inc. has no remaining
liability to the Corporation for its sublease with the Corporation. The
Corporation believes that the terms and conditions of its relationship with
Mastrapasqua & Associates, Inc. are as favorable as those which could have been
obtained from a third party.
Mr. Mastrapasqua is also the owner of 814 Church Street L.L.C., a limited
liability company that owns the real estate and improvements at 814 Church
Street, Nashville, Tennessee, in which the Corporation leases space for a branch
office of TFBTn,NA, offices for the Trust Department of TFBNA, and offices for
TFIS. The Corporation occupied this space in October 1995. The aggregate amount
of rent paid to 814 Church Street L.L.C. during 1995 was $57,337.00, and the
aggregate amount of payments due to 814 Church Street, L.L.C. under this lease
for the current term, which expires October 31, 2010, is $6,037,136.50. As part
15
<PAGE>
of this lease arrangement, 814 Church Street, L.L.C. assumed all of the
Corporation's liability for lease payments for the furniture and office space in
the Palmer Plaza office building described in the preceding paragraph. The
Corporation's liability for these lease payments which was assumed by 814 Church
Street L.L.C. (net of the amount which was payable to the Corporation by
Mastrapasqua & Associates, Inc. under the sublease described above), totaled
$24,589.08 for 1995 and $172,603.56 for the remainder of the lease term, which
expires February 28, 1997. The Corporation believes that the terms and
conditions of its relationship with 814 Church Street, L.L.C. are as favorable
as those which could have been obtained from a third party.
Mr. Van Meter, a director of the Corporation, of TFBNA and of TFMC, was one
of several joint owners of a parcel of land in Bowling Green, Kentucky, which
the Corporation purchased on June 26, 1995 for $450,000. The Corporation
obtained purchase price information for other parcels of land in the same
development, and the purchase price per square foot paid by the Corporation was
commensurate with other per square foot prices recently paid for other parcels
in the development, and was below the per square foot price paid by another
buyer of a parcel in the same development within two months of the Corporation's
purchase.
Mr. Van Meter is also part owner of an insurance agency, Van Meter Insurance
Agency, through which the Corporation purchases insurance. Total insurance
premiums paid for insurance purchased through Mr. Van Meter's insurance agency
during 1995 were approximately $315,504.
Other transactions between the directors and the Corporation or the
Subsidiaries are described under Compensation Committee Interlocks and Insider
Participation.
PROPOSAL II
APPROVAL OF TRANS FINANCIAL INC.
DIRECTORS STOCK COMPENSATION PLAN
The Board of Directors of the Corporation approved, subject to the approval
of its shareholders, the Trans Financial, Inc. Directors Stock Compensation Plan
(the "Directors Plan"), effective January 1, 1996. The purpose of the Directors
Plan is to provide non-employee directors and advisory directors of the
Corporation and of its subsidiaries with a means of increasing their proprietary
interest in the Corporation, to retain and motivate their continuing service to
the Corporation and its subsidiaries, and to increase their incentive to work
toward the attainment of the long-term growth and profit of the Corporation. The
participating directors and advisory directors will receive all payment for
their services as directors or advisory directors in the form of shares of
Common Stock under the Directors Plan as of the effective date or dates provided
in the resolutions of the applicable Board of Directors adopting the Plan. It is
anticipated that the Corporation and the Subsidiaries will establish an
effective date for their directors and advisory directors, of no later than May
1, 1996.
At the Annual Meeting, the shareholders of the Corporation will be asked to
approve the Directors Plan. Approval of the Directors Plan by the Corporation's
shareholders is required if directors of the Corporation who receive grants of
stock are to be eligible for the exemption provided by Rule 16b-3 promulgated
under Section 16(b) of the Securities Exchange Act of 1934. Unless otherwise
instructed, it is the intention of the persons named in the accompanying proxy
form to vote shares covered by properly executed proxies in favor of the
Directors Plan.
SUMMARY OF THE DIRECTORS PLAN
After the Board of Directors of the Corporation or of any Subsidiary adopts
the Directors Plan and establishes an effective date with respect to its
directors and advisory directors, those directors and advisory directors
participating in the Directors Plan will receive their compensation for services
as a director or advisory director solely in the form of shares of the
Corporation's Common Stock. The number of shares to be awarded to each
individual is determined by dividing the amount of director's fees earned by the
individual during the calendar year, by the fair market value of the shares. For
purposes of the Directors Plan, the fair market value of the shares equals the
average of the daily closing prices per share of the
16
<PAGE>
Common Stock for the calendar year, as reported by Nasdaq. If this calculation
results in a fractional share, the director or advisory director shall receive
in cash the fair market value of the fractional share. Calculations for the
first year of the Directors Plan may be based on a period shorter than the
entire calendar year.
Directors and advisory directors who are employees of the Corporation or its
subsidiaries do not receive any fees for their services as directors or advisory
directors, and are specifically excluded from participation in the Plan.
Advisory directors of the Corporation will be given the option of participating
in the Directors Plan. In addition, certain advisory directors of the Banks have
binding deferred compensation agreements with the Banks, and will not receive
shares of Common Stock for that portion of their compensation that is subject to
the deferred compensation agreements.
Approximately 100 individuals will be eligible to participate in the
Directors Plan. The non-employee directors of the Corporation, as a group, may
receive up to $160,400 worth of Common Stock each year under the Directors Plan,
based on the current compensation paid to such directors. At a fair market value
of $17.125 per share of Common Stock (the closing price per share of the Common
Stock on March 1, 1996), the Corporation would issue an aggregate of 9,366
shares of Common Stock each year under the Plan to such non-employee directors.
RESERVATION OF SHARES
The total number of shares reserved for grant under the Directors Plan may
not exceed 300,000. Those shares will consist of authorized but unissued shares
of the Corporation's Common Stock. If the outstanding shares of the
Corporation's Common Stock are changed because of a stock dividend, stock split,
recapitalization, merger, consolidation, combination, stock rights plan or
exchange of shares or other similar corporate change, the aggregate number of
shares which may be issued under the Directors Plan will be adjusted
proportionately.
RESTRICTIONS ON TRANSFER
The shares granted under the Directors Plan may not be sold by the
recipients unless (i) there is in effect a registration statement under the
Securities Act of 1933 and any applicable state securities laws relating to such
shares (the "Securities Laws"), or (ii) there is available another exemption
from the restrictions on sale set forth in the Securities Laws. If the Directors
Plan is approved by the shareholders at the Annual Meeting, the Corporation
intends to file a registration statement under the Securities Act of 1933 with
respect to the shares to be granted under the Directors Plan.
AMENDMENT AND TERMINATION
The Board of Directors of the Corporation may amend, suspend or discontinue
the Directors Plan at any time. The Directors Plan may not, however, be amended
without shareholder approval if such approval is necessary to ensure that the
Directors Plan qualifies under the Securities and Exchange Commission's Rule
16b-3.
VOTE REQUIRED
The adoption of this proposal will require the affirmative vote of the
holders of a majority of the outstanding shares of Common Stock of the
Corporation present or represented, and entitled to vote on the proposal.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE "FOR" THIS
PROPOSAL.
RELATIONSHIP WITH INDEPENDENT ACCOUNTANTS
For the years ended December 31, 1993, 1994 and 1995, the accounting firm of
KPMG Peat Marwick LLP served as the Corporation's and the Banks' independent
public accountants and auditors. Upon the recommendation of management, the
Board of Directors has approved the selection of KPMG Peat Marwick LLP to serve
as the Corporation's independent public accountants and auditors for the year
ending December 31, 1996.
17
<PAGE>
A representative from the firm of KPMG Peat Marwick LLP is expected to be
present at the Annual Meeting and will be available to make a statement should
he desire to do so, and to respond to questions of the shareholders.
SHAREHOLDER PROPOSALS AND OTHER MATTERS
In order to be included in the Corporation's proxy statement and proxy for
the annual meeting of the shareholders of the Corporation in 1997, any proposals
which a shareholder intends to present at that meeting must be received by the
Secretary of the Corporation not later than November 8, 1996.
Any shareholder may strike out the names of the proxies designated by the
Board of Directors on the form of proxy and may write in and substitute the name
of any other person and may deliver the revised form of proxy to such other
person whom the shareholder may wish to designate as proxy for the purpose of
representing the shareholder at the Annual Meeting.
At the time of preparation of this proxy material, the Corporation knows of
no other matters to be presented for action at the Annual Meeting. If any other
matters are properly brought before the Annual Meeting, the persons named in the
accompanying proxy card intend to vote the shares represented thereby in
accordance with their judgment.
By Order of the Board of Directors,
Jay B. Simmons
Secretary
Bowling Green, Kentucky
March 8, 1996
18
<PAGE>
DIRECTORS STOCK COMPENSATION PLAN
SECTION 1. PURPOSE.
The purpose of the Directors Stock Compensation Plan (the "Plan") is to
promote the long-term continuing success of Trans Financial, Inc. (the
"Corporation") and its shareholders by attracting and retaining non-employee
directors and advisory directors capable of furthering the future success of the
Corporation and by aligning their economic interests more closely with those of
the Corporation's shareholders.
SECTION 2. ADMINISTRATION.
The Plan shall be administered by the Compensation Committee of the Board
of Directors of the Corporation (the "Committee"). The decision of a majority
of the members of the Committee shall constitute the decision of the Committee,
and the Committee may act either at a meeting, including a telephonic meeting,
at which a majority of its members are present or by a written consent signed by
all of its members. The Committee may appoint individuals to act on its behalf
in the administration of the Plan; PROVIDED, HOWEVER, that except as otherwise
provided by the Plan, the Committee shall have the sole, final and conclusive
authority to administer, construe and interpret the Plan. Notwithstanding
anything contained in this section to the contrary, no member of the Committee
may vote or act with respect to any administrative decision or interpretation
which directly or indirectly affects his or her, but not all directors',
interests under the Plan.
SECTION 3. PARTICIPANTS.
Participation in the Plan is limited to directors of the Corporation and
directors and advisory directors of its subsidiaries, and such other advisory
or honorary directors of the Corporation or of its subsidiaries as the
Committee shall determine from time to time. No person who is also an
employee of the Corporation or of any subsidiary, within the meaning of the
Employee Retirement Income Security Act of 1974, as amended, shall be
eligible to participate in the Plan. Eligible individuals who are
participating under the Plan, as provided herein, shall be referred to herein
as "Directors."
<PAGE>
SECTION 4. EFFECTIVE DATE.
The Plan shall become effective on January 1. 1996, subject to the approval
of the affirmative vote of the holders of a majority of the shares of the
Corporation's common stock present or represented and entitled to vote at the
annual meeting of the Corporation's shareholders to be held on April 22, 1996,
or at any adjournment thereof. Notwithstanding the foregoing, this Plan shall
become effective, subject to shareholder approval as hereinafter provided, as to
directors and advisory or honorary directors of the Corporation and each of its
subsidiaries at such time or times as the board of directors of the Corporation
or of such subsidiary, as the case may be, shall establish by resolution.
SECTION 5. SHARES SUBJECT TO PLAN.
The total number of shares that may be granted under the Plan may not
exceed 300,000 shares of the Corporation's Common Stock ("Shares"), subject to
adjustment as provided in Section 8 hereof. Shares shall consist of authorized
but unissued Shares not reserved for any other purpose.
SECTION 6. GRANT OF SHARES.
A. Each Director shall be granted, without any further action or
authorization, Shares as his or her only compensation for regular services
performed as a director or advisory or honorary director from the effective date
of the Plan with respect to such Director (or from the date he or she became a
Director, if he or she is elected after such effective date), to the expiration
of his or her term of office; provided, however, that any Director who receives
remuneration from a subsidiary of the Corporation pursuant to a binding deferred
compensation agreement between the subsidiary and such Director shall not
receive Shares pursuant to this Plan for that portion of his or her remuneration
that is subject to such agreement, so long as such agreement remains in effect.
B. Shares shall be issued as of the first business day of each year with
respect to remuneration payable with respect to services performed during the
preceding year.
C. The number of Shares to be issued to each Director shall be
determined by dividing (i) the amount of remuneration earned by the Director
in the immediately preceding year (including retainer fees, if applicable)
from the Corporation and its subsidiaries for services as a director or
advisory or honorary director in such year, by (ii) the "average fair market
value per share". "Average fair market value per share" shall mean the
average of the closing prices per share of Common Stock for each of the
trading days during the preceding year, as reported by NASDAQ; provided,
however, that with respect to Shares issuable in 1997 to any Director for
services rendered in 1996, "average fair market value per share" shall mean
the average of the closing prices per share of Common Stock for each trading
day during 1996 on and after the effective date of the Plan with respect to
such Director. If the above quotient produces a fractional Share, the
<PAGE>
Director shall receive the cash value of such fractional Share, based on the
average fair market value per share, instead of receiving such fractional Share.
D. In the event of the death of a Director prior to his or her grant of
Shares for any calendar year, any Shares otherwise payable to such Director
shall be issued to the Director's estate.
SECTION 7. OBLIGATION TO DELIVER SHARES.
The Corporation's obligation to deliver Shares shall be subject to all
applicable laws, rules and regulations, and to such approvals by governmental
agencies as may be deemed necessary or appropriate by the Corporation,
including, among others, such steps as counsel for the Corporation shall deem
necessary or appropriate to comply with the requirements of relevant securities
laws. This obligation shall also be subject to the condition that any Shares
reserved for issuance under the Plan shall have been duly listed on the NASDAQ
Stock Market or any national securities exchange which then constitutes the
principal trading market for the Shares.
SECTION 8. ADJUSTMENTS.
The number and kind of Shares which shall be automatically granted to each
Director shall be automatically adjusted to prevent dilution or enlargement of
the rights of Directors in the event of any changes in the number or kind of
outstanding Shares resulting from a merger, recapitalization, stock exchange,
stock split, stock dividend, other extraordinary dividend or distribution,
corporation division or other changes in the Corporation's corporate or capital
structure.
SECTION 9. NO FORFEITURE.
None of the Shares granted under this Plan shall be subject to forfeiture
upon the termination of a Director's service prior to completion of his or her
term.
SECTION 10. COMPLIANCE WITH SECURITIES LAWS.
Upon the issuance of Shares under this Plan at a time when there is not in
effect a registration statement under the Securities Act of 1933 and any
applicable state securities laws (the "Securities Laws") relating to the Shares,
the Shares may be issued only if the Director represents and warrants to the
Corporation that the Shares are being acquired for investment and not with a
view to the distribution thereof. The Shares shall contain such legends or
other restrictive endorsements as counsel for the Corporation shall deem
necessary or proper.
<PAGE>
SECTION 11. WITHHOLDING TAXES.
The Corporation shall have the right to make such provisions as it deems
necessary or appropriate to satisfy any obligations it may have to withhold
federal , state or local income or other taxes incurred by reason of the
issuance of Shares under this Plan, including requiring a Director to reimburse
the Corporation for any taxes required to be withheld or otherwise deducted and
paid by the Corporation in respect of the issuance of Shares or withholding
Shares equal to the taxes, if any, then required by applicable federal, state
and local law to be withheld or otherwise deducted.
SECTION 12. AMENDMENT AND TERMINATION.
The Board of Directors of the Corporation may at any time amend, suspend or
discontinue the Plan, provided that, if shareholder approval of such action is
necessary in order to ensure compliance with Rule 16b-3, such action shall be
subject to approval by the holders of the shares of the Corporation' Common
Stock by the vote and in the manner required by Rule 16b-3 under the Securities
Exchange Act of 1934, as amended ("Rule 16b-3"). In no event may the Board of
Directors amend any provision of the Plan that constitutes a "Plan provision"
referred to in Rule 16b-3(c)(2)(ii)(B) more frequently than once every six
months (other than to comport with any changes in the Internal Revenue Code
of 1986, as amended).
SECTION 13. COMPLIANCE WITH RULE 16b-3.
The Corporation intends that the Plan and all transactions hereunder meet
all of the requirements of Rule 16b-3, and that any Director shall not, as a
result of any grant hereunder, lose his or her status as a "disinterested
person" as defined in Rule 16b-3. Accordingly, if any provision of the Plan
does not meet a requirement of Rule 16b-3 as then applicable to any such
transaction, or would cause a Director not to be a "disinterested person," such
provision shall be construed or deemed amended to the extent necessary to meet
such requirement and to preserve such status.
SECTION 14. GENERAL.
A. This Plan shall not impose any obligations on the Corporation or any
subsidiary to retain any Director as a director or advisory or honorary
director, nor shall it impose any obligation on the part of any Director to
remain as a director or advisory or honorary director of the Corporation or of
any subsidiary.
B. Nothing contained in this Plan and no action taken pursuant to this
Plan shall create or be construed to create a trust of any kind or any fiduciary
relationship between the Corporation and any Director, the executor,
administrator or other personal representative of such Director, or any other
persons. To the extent that any Director or his or her executor, administrator,
or other personal representative, as the case may be, acquires a right to
receive any payment from the Corporation pursuant to this Plan, such right shall
be no greater than the right of an unsecured general creditor of the
Corporation.
<PAGE>
C. The Plan shall be applied and construed in accordance with and
governed by the law of the Commonwealth of Kentucky and applicable Federal law.
D. The Plan shall be binding upon the successors and assigns of the
Corporation and of each subsidiary of the Corporation which adopts the
provisions hereof.
E. No right to receive Shares under this Plan shall be assignable or
transferable by a Director other than by will or the laws of descent and
distribution.
Dated this day of , 1996, but effective as of
----- --------------
January 1, 1996.
TRANS FINANCIAL, INC.
By:
-----------------------------------------
Douglas M. Lester, Chairman of the Board,
President and Chief Executive Officer
ATTEST:
By:
-------------------------
Jay B. Simmons, Secretary
<PAGE>
TRANS FINANCIAL, INC.
BOWLING GREEN, KENTUCKY
ANNUAL MEETING OF SHAREHOLDERS
APRIL 22, 1996
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
The undersigned shareholder in Trans Financial, Inc., Bowling Green,
Kentucky (the "Corporation") hereby constitutes and appoints Gregg Hall and
Roger Lundin, or either of them, his true and lawful attorneys and proxies, with
full power of substitution in and for each of them, to vote all shares of the
Corporation which the undersigned is entitled to vote at the Annual Meeting of
Shareholders to be held at the Bowling Green-Warren County Convention Center,
1021 Wilkinson Trace, Bowling Green, Kentucky, on Monday, April 22, 1996, 3:00
p.m. Central Time, or at any adjournment or adjournments thereof, on any and all
of the proposals contained in the Notice of the Annual Meeting of Shareholders,
with all the powers the undersigned would possess if present personally at said
meeting, or at any adjournment or adjournments thereof.
The Directors recommend a vote FOR Proposals 1 and 2.
<TABLE>
<S> <C> <C>
1. ELECTION OF DIRECTORS
FOR all nominees listed below / / WITHHOLD AUTHORITY / /
(except as marked to the contrary, to vote for all nominees listed
see Instruction below) below
Wayne Gaunce, Charles A. Hardcastle, Douglas M. Lester and William B. Van
Meter (to be elected as Class II directors as set forth in the proxy
statement).
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE,
WRITE THAT NOMINEE'S NAME IN THE SPACE PROVIDED BELOW:)
--------------------------------------------------------------------------
2. PROPOSAL TO APPROVE THE TRANS FINANCIAL, INC. DIRECTORS STOCK COMPENSATION
PLAN.
/ / FOR / / AGAINST / / ABSTAIN
</TABLE>
The above-named proxies are granted the authority, in their discretion, to
act upon such other matters as may properly come before the meeting or any
adjournment or adjournments thereof.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY
THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED
FOR THE NOMINEES LISTED ABOVE WITH THE DISCRETIONARY AUTHORITY DESCRIBED IN THE
ACCOMPANYING PROXY STATEMENT, AND FOR PROPOSAL 2.
<PAGE>
This Proxy may be revoked at any time prior to the time the presence of a
quorum has been determined and declared, by a written notice of revocation
executed by the undersigned and delivered to the Secretary of the Corporation.
Dated _________________________ , 1996
______________________________________
______________________________________
PLEASE SIGN EXACTLY AS YOUR NAME
APPEARS AND RETURN THIS PROXY
IMMEDIATELY IN THE ENCLOSED STAMPED
SELF-ADDRESSED ENVELOPE. IF ACTING AS
EXECUTOR, ADMINISTRATOR, TRUSTEE OR
GUARDIAN, YOU SHOULD SO INDICATE WHEN
SIGNING. IF THE SIGNER IS A
CORPORATION, PLEASE SIGN THE FULL
CORPORATE NAME, BY DULY AUTHORIZED
OFFICER. IF SHARES ARE HELD JOINTLY,
EACH STOCKHOLDER NAMED SHOULD SIGN.
