INTRUST FINANCIAL CORP /
DEF 14A, 2000-03-30
STATE COMMERCIAL BANKS
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                          INTRUST Financial Corporation
                              a Kansas Corporation

                    NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
                                 April 11, 2000

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 11, 2000 at 1:00 p.m. for the purpose of considering  and acting
upon the following matters:

   1.  Election of seven (7) Class II  Directors  for a three year term ending
       at the 2003 Annual Meeting of  Stockholders  and until their  respected
       successors shall have been elected and qualified.  The nominees are set
       forth below:

         C. Robert Buford       President and Owner, Zenith Drilling Corporation

         C.Q. Chandler IV       Chairman and CEO, INTRUST Bank N.A.;
                                President, INTRUST Financial Corporation

         George T. Chandler     Chairman, First National Bank, Pratt, Kansas

         Stephen L. Clark       Owner, Clark Investment Group

         Robert L. Darmon       Investments

         Martin K. Eby, Jr.     Chairman and CEO, Eby Corporation

         John T. Stewart III    Chairman, Stewart Companies, 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 14, 2000, 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 14, 2000                        By order of the Board of Directors


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

<PAGE>

INTRUST FINANCIAL CORPORATION                    ANNUAL MEETING APRIL 11, 2000
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 14, 2000, at the Annual  Meeting of the  Stockholders  of the
Company to be held at 105 North Main, City of Wichita, Kansas on April 11, 2000,
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 II DIRECTORS - Term Expires in 2003 - 7 positions

     C. Robert Buford  C.Q. Chandler IV    George T. Chandler   Stephen L. Clark
     Robert L. Darmon  Martin K. Eby, Jr.  John T. Stewart III


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                        , 2000.
                     ----------        -----------------------

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.





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