INTRUST FINANCIAL CORP /
DEF 14A, 1998-03-30
STATE COMMERCIAL BANKS
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INTRUST FINANCIAL CORPORATION                      ANNUAL MEETING APRIL 14, 1998
WICHITA, KANSAS

                                      PROXY

THIS  PROXY IS  SOLICITED  BY AND ON  BEHALF OF THE  BOARD OF  DIRECTORS  OF THE
COMPANY.  Please return  promptly in the enclosed  envelope,  which  requires no
postage if mailed in the USA.

The undersigned,  a holder of common stock of INTRUST Financial Corporation (the
"Company"), a Kansas Corporation,  hereby appoints Brian E. Sullivan,  Elizabeth
C.  Mayer  and  Jack E.  Mayer,  or any of  them,  with  full  power  to each of
substitution  and  revocation,  as proxies to vote all shares of common stock of
the Company  registered  in the name(s) of the  undersigned  and held by them of
record as of March 10, 1998, at the Annual  Meeting of the  Stockholders  of the
Company to be held at 105 North Main, City of Wichita, Kansas on April 14, 1998,
at 1:00  p.m.  and at any and  all  adjournments  thereof,  upon  the  following
matters:

1.       ELECTION OF DIRECTORS
         MARK AN "X" IN THE APPROPRIATE BOX

         [    ]   FOR all nominees, as ALL nominees listed below.

         [    ]   WITHHOLD Authority for ALL nominees listed below.

         [    ]   TO WITHHOLD AUTHORITY FOR ANY INDIVIDUAL  NOMINEE,  strike a
                  line through the nominee's  name in the following  list.  Your
                  votes will be cumulated and voted for the other nominees.  You
                  are  entitled  to cast as many votes as shall equal the number
                  of shares of common stock held by you multiplied by the number
                  of directors to be elected.  You may cast all your votes for a
                  single  nominee  within  the  class to be  elected  or you may
                  distribute them between two or more nominees within such class
                  as you see fit. If you wish to vote in this manner,  show your
                  vote breakdown on the back of this Proxy.

                     CLASS III DIRECTORS - Term Expires in 2001 - 6 positions

                  Frank L. Carney       C.Q. Chandler     Charles W. Dieker
                  Richard M. Kerschen   Thomas D. Kitch   Charles G. Koch



2.        IN THEIR  DISCRETION,  SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE
          THE MEETING OR ANY ADJOURNMENT THEREOF.

IF NO CHOICE IS  SPECIFIED,  OR IN THE  ABSENCE OF SPECIFIC  INSTRUCTIONS,  YOUR
SHARES WILL BE VOTED IN FAVOR OF THE ENTIRE LIST OF DIRECTOR NOMINEES AND ON ALL
OTHER PROPOSALS AS RECOMMENDED BY THE BOARD OF DIRECTORS.

The undersigned hereby  acknowledges  receipt of the Notice of Annual Meeting of
the Stockholders and the Proxy.

WITNESS my hand this ___________ day of ______________________ , 1998.

YOU MUST SIGN EXACTLY AS YOUR NAME APPEARS ON THE LABEL.  IF SHARES ARE OWNED IN
JOINT TENANCY, THE SIGNATURE OF ONLY ONE CO-OWNER OF THE SHARES IS REQUIRED.  IF
SHARES ARE OWNED BY A TRUST,  THE TRUSTEE OR CO-TRUSTEES MUST SIGN. WHEN SIGNING
AS ATTORNEY, EXECUTOR,  ADMINISTRATOR,  CONSERVATOR,  TRUSTEE, OR GUARDIAN, GIVE
FULL  TITLE.  IF  A  CORPORATION,  PLEASE  PROVIDE  YOUR  OFFICER  TITLE.  IF  A
PARTNERSHIP, PLEASE SIGN IN PARTNERSHIP NAME BY THE AUTHORIZED PARTNERS.



____________________________________________________
(Signature of Stockholder)



____________________________________________________
(Signature of Stockholder if held jointly)


PLEASE  MARK,  SIGN,  DATE AND  RETURN  THIS PROXY  FORM  PROMPTLY  BY USING THE
ENCLOSED ENVELOPE.

Stockholders  who are present at the meeting may withdraw their proxies and vote
in person if they so desire.

[    ]   I will attend the meeting.      [    ]   I will not attend the meeting.


                          INTRUST Financial Corporation
                              a Kansas Corporation

                    NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
                                 April 14, 1998

To the Stockholders in INTRUST Financial Corporation:

You are cordially  invited to attend the Annual Meeting of the  Stockholders  of
INTRUST Financial Corporation (the "Company") to be held in the Executive Dining
Room of  INTRUST  Bank,  Douglas  Avenue  and Main  Street,  Wichita,  Kansas on
Tuesday,  April 14, 1998 at 1:00 p.m. for the purpose of considering  and acting
upon the following matters:

1.    Election  of six (6) Class III  Directors  for a three year term ending at
      the  2001  Annual  Meeting  of  Stockholders  and  until  their  respected
      successors  shall have been  elected and  qualified  The  nominees are set
      forth below:

       Frank L. Carney      President, PJ of Wichita, LLC and PJ of Nor-Cal, LLC

       C.Q. Chandler        Chairman  and CEO, INTRUST Financial Corporation

       Charles W. Dieker    Investments

       Richard M. Kerschen  Chairman and President, The Law Company, Inc.

       Thomas D. Kitch      Attorney, Fleeson, Gooing Coulson & Kitch LLC

       Charles G. Koch      Chairman and CEO, Koch Industries, Inc.

The Board of Directors recommends a vote FOR approval of the above proposal.

2.    Transaction of such other business as may properly come before the meeting
      or any adjournment thereof.

Management is aware of no other matters that will come before the meeting.

The Board of Directors has fixed the close of business on March 10, 1998, as the
record date for determining  stockholders  entitled to notice of, and to vote at
the  meeting.  Accordingly,  only  stockholders  of  record on that date will be
entitled to vote at the meeting, or any adjournment thereof.

All persons who find it convenient to do so are invited to attend the meeting in
person. TO INSURE YOUR REPRESENTATION AT THE MEETING,  THE BOARD OF DIRECTORS OF
THE COMPANY SOLICITS YOU TO MARK,  SIGN, DATE AND RETURN THE ACCOMPANYING  PROXY
IN THE  ENCLOSED  ENVELOPE.  YOUR PROXY MAY BE  REVOKED AT ANYTIME  BEFORE IT IS
EXERCISED.  IF YOU ARE UNABLE TO ATTEND THE MEETING AND WISH TO VOTE YOUR SHARES
PERSONALLY, YOU MAY WITHDRAW YOUR PROXY AT THE MEETING.

Date:   March 10, 1998                    By order of the Board of Directors


INTRUST Financial Corporation
105 North Main                            Jay Smith
Wichita, Kansas  67202                    Secretary


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