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
Palmetto Bancshares, Inc.
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement, if other than Registrant)
Payment of Filing Fee (Check the appropriate box):
(X) No fee required
( ) Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
( ) Fee paid previously with preliminary materials.
( ) Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule, or Registration Statement No.:
3) Filing Party:
4) Date Filed:
<PAGE>
PALMETTO BANCSHARES, INC.
301 Hillcrest Drive
P. O. Box 49
Laurens, South Carolina 29360
To Our Shareholders:
You are cordially invited to attend the Annual Meeting of Shareholders
of Palmetto Bancshares, Inc. to be held on April 20, 1999, at 3:00 p.m.
at The Palmetto Bank, Corporate Center, 301 Hillcrest Drive, Laurens,
South Carolina.
The attached Notice of the Annual Meeting and Proxy Statement describe
the formal business to be transacted at the Annual Meeting. Directors and
officers of Palmetto Bancshares, Inc., as well as representatives of KPMG
Peat Marwick LLP, our independent auditors, will be present to respond to
any questions shareholders may have.
To ensure proper representation of your shares at the Annual Meeting,
please sign, date and return the enclosed proxy card as soon as possible,
even if you currently plan to attend the Annual Meeting. This will not
prevent you from voting in person, but will ensure that your vote will be
counted if you are unable to attend.
Sincerely,
L. LEON PATTERSON
CHAIRMAN AND
CHIEF EXECUTIVE OFFICER
<PAGE>
PALMETTO BANCSHARES, INC.
301 Hillcrest Drive
P. O. Box 49
Laurens, South Carolina 29360
----------------------------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD APRIL 20, 1999
----------------------------------------
TO THE SHAREHOLDERS OF PALMETTO BANCSHARES, INC.:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of Palmetto
Bancshares, Inc. (the "Company") will be held on April 20, 1999, at 3:00 p.m.
at The Palmetto Bank, Corporate Center, 301 Hillcrest Drive, Laurens, South
Carolina, for the following purposes:
1. To elect four Directors to hold office until their respective terms
expire or until their successors are duly elected and qualified.
2. To consider and act on a proposal to amend the Company's Articles of
Incorporation to establish certain relevant factors to be considered by
the Board of Directors in evaluating extraordinary corporate transactions
(the "Relevant Factors Amendment").
3. To consider and act on a proposal to amend the Company's Articles of
Incorporation to provide that a director may be removed prior to
expiration of his or her term only for cause (the "Removal of Directors
Amendment").
4. To transact such other business as may properly come before the Annual
Meeting or any adjournment thereof.
Shareholders of record at the close of business on March 5, 1999 will be
entitled to vote at the Annual Meeting.
By Order of the Board of Directors,
L. LEON PATTERSON
CHAIRMAN
Laurens, South Carolina
March 19, 1999
PLEASE COMPLETE, DATE, SIGN AND RETURN THE ENCLOSED PROXY IN THE
POSTAGE-PAID ENVELOPE WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING. IF
YOU WISH, YOU MAY WITHDRAW YOUR PROXY AND VOTE YOUR SHARES IN PERSON AT THE
ANNUAL MEETING.
<PAGE>
PALMETTO BANCSHARES, INC.
301 HILLCREST DRIVE
P. O. Box 49
Laurens, South Carolina 29360
----------------
PROXY STATEMEMT
----------------
ANNUAL MEETING OF SHAREHOLDERS TO BE HELD APRIL 20, 1999
This Notice of Annual Meeting, Proxy Statement and Proxy (these "Proxy
Materials") are being furnished to shareholders in connection with a
solicitation of proxies by the Board of Directors of Palmetto Bancshares, Inc.
(the "Company"). This solicitation is being made in connection with the Annual
Meeting of Shareholders (the "Annual Meeting") to be held on April 20, 1999, at
3:00 p.m. at The Palmetto Bank, Corporate Center, 301 Hillcrest Drive, Laurens,
South Carolina.
VOTING MATTERS
Shareholders of record as of the close of business on March 5, 1999 will
be entitled to vote at the Annual Meeting. At the close of business on March
5,1999, there were 3,102,795 shares of the Company's $5.00 par value common
stock ("Common Stock") outstanding. Holders of Common Stock are entitled to one
vote per share on each of the matters presented at the Annual Meeting or any
adjournments thereof. Shares may be voted in person or by proxy. The presence,
either in person or by proxy, of holders of shares representing fifty-one
percent of the outstanding shares of stock entitled to vote at the Annual
Meeting is necessary to constitute a quorum at the Annual Meeting.
REVOCABILITY OF PROXY
Shares represented by a properly executed proxy in the accompanying form
and given by a shareholder, and not revoked, will be voted in accordance with
such instructions. As stated in the Proxy, if a returned Proxy does not specify
otherwise, the shares represented thereby will be voted in favor of the
proposals set forth herein. Proxies may be revoked at any time prior to their
being voted at the Annual Meeting by oral or written notice to Palmetto
Bancshares, Inc., 301 Hillcrest Drive, P. O. Box 49, Laurens, South Carolina
29360, Attn: Teresa M. Crabtree, Corporate Secretary, (864) 984-8321, or by
execution and delivery of a subsequent proxy or by attendance and voting in
person at the Annual Meeting.
SOLICITATION OF PROXIES
This solicitation of proxies is being made by the Company, and the Company
will bear the cost of this proxy solicitation, including the cost of preparing,
handling, printing and mailing these Proxy Materials. Proxies will be solicited
principally through these Proxy Materials. Proxies may also be solicited by
telephone or through personal solicitation conducted by regular employees of
the Company. Banks, brokers and other custodians are requested to forward proxy
solicitation material to their customers where appropriate, and the Company
will reimburse such banks, brokers and custodians for their reasonable
out-of-pocket expenses in sending the proxy material to beneficial owners of
the shares.
<PAGE>
ELECTION OF DIRECTORS
ITEM 1 ON THE PROXY
NOMINATIONS FOR ELECTION OF DIRECTORS
The Company's Board of Directors is currently comprised of twelve persons.
The Board of Directors is divided into three classes of Directors with each
class being elected for staggered three-year terms. Directors will be elected
by a plurality of votes cast at the Annual Meeting. Abstentions and broker
non-votes with respect to Nominees (as defined below) will not be considered to
be either affirmative or negative votes.
IDENTIFICATION OF NOMINEES
Management proposes to nominate to the Board of Directors the four persons
listed as nominees (the "Nominees") in the table below. Each of the Nominees is
currently serving as a Company Director. Each Nominee, if elected, will serve
until the expiration of his respective term and until such Nominee's successor
is duly qualified. Unless authority to vote with respect to the election of one
or more Nominees is "WITHHELD," it is the intention of the persons named in the
accompanying Proxy to vote such Proxy for the election of these Nominees.
Management believes that all such Nominees will be available and able to serve
as Directors. However, should any Nominee become unable to accept nomination or
election, it is the intention of the person named in the Proxy, unless
otherwise specifically instructed in the Proxy, to vote for the election of
such other persons as management may recommend.
The following table sets forth the names and ages of the four Nominees for
Directors and the Directors continuing in office, the positions and offices
with the Company held by each such person, and the period that each such person
has served as a Director of the Company.
<TABLE>
<CAPTION>
POSITION OR DIRECTOR
NAME AGE OFFICE WITH THE COMPANY SINCE
- ------------------------------- ----- ------------------------------------------------- ---------
<S> <C> <C> <C>
NOMINEES FOR DIRECTORS
TERMS TO EXPIRE IN 2002
John T. Gramling, II 57 Director 1984
James M. Shoemaker, Jr. 66 Director 1984
Paul W. Stringer 55 Director, President and Chief Operating Officer 1986
Edward K. Snead 39 Director 1997
DIRECTORS CONTINUING IN OFFICE
TERMS EXPIRING IN 2000
James A. Cannon 70 Director 1975
L. Leon Patterson 57 Director, Chairman of the Board and 1971
Chief Executive Officer
J. David Wasson, Jr. 53 Director 1979
William S. Moore 53 Director 1997
TERMS EXPIRING IN 2001
W. Fred Davis, Jr. 55 Director 1978
David P. George, Jr. 58 Director 1973
Michael D. Glenn 58 Director 1994
Ann B. Smith 38 Director 1997
</TABLE>
2
<PAGE>
BUSINESS EXPERIENCE OF NOMINEES AND DIRECTORS
Mr. Gramling has served as Vice President and Secretary of Gramling
Brothers, Inc., a diversified orchard business, since 1965, and has been the
President of Gramling Brothers, Inc. Real Estate, a real estate sales and
development company in Gramling, South Carolina, since 1970.
Mr. Shoemaker has been a member with the law firm of Wyche, Burgess,
Freeman and Parham, P.A., in Greenville, South Carolina, since 1965. Mr.
Shoemaker also serves as a director of One Price Clothing Stores, Inc., Ryan's
Family Steak Houses, Inc., and Span-America Medical Systems, Inc.
Mr. Stringer has served as President and Chief Operating Officer of the
Company since April 1994 and as President and Chief Operating Officer of The
Palmetto Bank, since March 1986. From April 1990 to April 1994, he served as
Executive Vice President of the Company, and from 1982 to April 1990 he served
as Vice President of the Company. Mr. Stringer also has served as Executive
Vice President of The Palmetto Bank from May 1981 to February 1986, as Senior
Vice President from July 1978 to April 1981, and as Vice President from January
1977 to June 1978. Mr. Stringer also serves as Vice Chairman of the South
Carolina Student Loan Corporation and a trustee of the South Carolina Bankers
Employee Benefit Trust. Mr. Stringer served as Chairman of the South Carolina
Bankers Association from 1996-1997, and is currently a director.
Mr. Snead was appointed as Director in September 1997. Mr. Snead is the
owner and President of Snead Builders Supply Company, Incorporated in
Greenwood, South Carolina.
Mr. Cannon has been a consultant to Cannon Funeral Home in Fountain Inn,
South Carolina since 1989.
Mr. Patterson has served as Chairman of the Board and Chief Executive
Officer of the Company since April 1990 and as Chairman of the Board and Chief
Executive Officer of The Palmetto Bank, a wholly-owned subsidiary of the
Company ("The Palmetto Bank"), since March 1986. From April 1990 to April 1994,
he served as Chairman of the Board and President of the Company, and from 1982
to April 1990 he served as President of the Company. Mr. Patterson also served
as Chairman and President of The Palmetto Bank from January 1978 to February
1986, and as President in 1977.
Mr. Wasson has been President and Chief Executive Officer of Laurens
Electric Cooperative, Inc. since 1975.
Mr. Moore was appointed as a Director of the Company in September 1997.
Mr. Moore, currently an investor, is the former President of Reeves Brothers,
Inc., in Spartanburg, South Carolina.
Mr. Davis was owner and President of Palmetto Spinning Corporation
("PSC"), where he was employed from 1969 to 1995. Mr. Davis sold PSC to Martin
Color-fi, Inc. in 1994 and retired in 1995. Mr. Davis is currently a director
of Martin Color-fi, Inc.
Mr. George has been General Manager of George Motor Company in Laurens,
South Carolina, since 1964.
Mr. Glenn has been a partner with the law firm of Glenn, Haigler & Maddox
since 1992. From 1983 to 1992 he was a sole practitioner in Anderson, South
Carolina.
Ms. Smith was appointed as Director in September 1997. She has been the
Director of Annual Giving for Clemson University since 1986.
MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS
The Board of Directors held eleven meetings in 1998. The Board of
Directors has an Audit and Examining Committee which reviews the audit plan,
the results of the audit engagement of the Company's accountants, the scope and
results of the Company's procedures for internal auditing and internal control,
and the internal audit reports of the Company. The
3
<PAGE>
Audit Committee is currently comprised of Messrs. Davis, Wasson, and Moore. Mr.
Davis serves as Chairman. The Audit Committee formally met once during 1998.
The Board of Directors has a Compensation Committee which reviews the
Company's compensation policies and benefit plans and makes recommendations
regarding senior management compensation. Its report is set forth herein. The
Compensation Committee is currently comprised of Messrs. Cannon, Shoemaker and
Wasson. Mr. Shoemaker serves as Chairman. The Compensation Committee met three
times during 1998. No members of the Compensation Committee are officers or
employees of the Company.
The Board of Directors has a Trust Committee, which reviews the operation
of the Company's Trust Department. The Trust Committee is currently comprised
of Ms. Smith, and Messrs. Snead and George. Mr. George serves as Chairman. The
Trust Committee met eleven times during 1998.
The Board of Directors has a Credit Committee, which reviews certain loan
applications and other credit matters. The Credit Committee is currently
comprised of Messrs. Gramling, Stringer, and Glenn. Mr. Gramling serves as
Chairman. The Credit Committee met eleven times during 1998.
The Company does not have a Nominating Committee. The functions typically
performed by a Nominating Committee were performed by the entire Board of
Directors. Mr. Patterson serves ex officio on all committees.
EXECUTIVE OFFICERS
The Company's executive officers are appointed by the Board of Directors
and serve at the pleasure of the Board. The following persons serve as
executive officers of the Company.
<TABLE>
<CAPTION>
COMPANY OFFICES COMPANY
NAME AGE CURRENTLY HELD OFFICER SINCE
- ------------------------ ----- --------------------------------------- --------------
<S> <C> <C> <C>
L. Leon Patterson 57 Chief Executive Officer 1982
Paul W. Stringer 55 President and Chief Operating Officer 1982
Ralph M. Burns, III 48 Treasurer 1982
</TABLE>
BUSINESS EXPERIENCE OF EXECUTIVE OFFICERS
Mr. Patterson's business experience is set forth above under "Business
Experience of Nominees and Directors."
Mr. Stringer's business experience is set forth above under "Business
Experience of Nominees and Directors."
Mr. Burns has served as Treasurer of the Company since April 1998. Mr.
Burns served as a Vice President of the Company from April 1990 until April
1998. Mr. Burns also has served as Senior Vice President and Cashier of The
Palmetto Bank since January 1982. From January 1978 to December 1981, he served
as Assistant Vice President and Cashier of The Palmetto Bank, and from January
1976 to December 1977, he served as Assistant Cashier of The Palmetto Bank.
4
<PAGE>
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS
COMPENSATION OF DIRECTORS
During 1997 directors received an annual fee of $9,000, which includes a
retainer fee of $3,000. However, if a director misses more than one directors'
meeting and such absence(s) is not excused by the Company, the Company reduces
such fee by $500 for each unexcused absence. In accordance with the preceding,
Mr. Wasson received a total of only $8,000 in 1998 due to two unexcused
absences. The Company feels that these payments are an appropriate reflection
of their service as directors and the number of directors' meetings attended.
Except as discussed in the preceding sentences all directors received the full
annual fee. See Election of Directors -- Meetings and Committees of the Board
of Directors.
SUMMARY OF CASH AND CERTAIN OTHER COMPENSATION TO EXECUTIVE OFFICERS
The following table shows the cash compensation paid by the Company, as
well as certain other compensation paid or accrued, to the Company's Chief
Executive Officer and to the executive officers of the Company who earned in
excess of $100,000 per year in compensation (in all capacities) (collectively,
the "Named Executive Officers") for the years ending December 31, 1998, 1997
and 1996.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
-------------
SECURITIES
NAME AND OTHER ANNUAL UNDERLYING ALL OTHER
PRINCIPAL POSITION SALARY BONUS COMPENSATION OPTIONS COMPENSATION
DURING 1998 YEAR ($) ($) ($) GRANTED (#) ($)
- ----------------------------- ------ --------- -------- -------------- ------------- -------------
<S> <C> <C> <C> <C> <C> <C>
L. Leon Patterson, 1998 198,500 41,685 9,000(1) 18,000 47,731 (3)
Chairman of the Board and 1997 182,000 43,698 9,000(1) -0- 67,354
Chief Executive Officer 1996 170,000 54,740 9,000(1) -0- 65,059
Paul W. Stringer, 1998 163,000 34,230 9,000(1) 15,000 34,886 (4)
Director, President and 1997 150,000 36,015 9,000(1) -0- 42,164
Chief Operating Officer 1996 139,000 44,758 9,000(1) -0- 38,293
Philip A. Betette, 1998 91,500 19,215 (2) 9,000 -0-
Vice President 1997 88,000 21,129 (2) -0- 10,672
1996 85,000 27,370 (2) -0- 6,253
Ralph M. Burns, III, 1998 88,400 18,564 (2) 9,000 -0-
Treasurer 1997 85,000 20,409 (2) -0- 10,182
1996 80,750 26,002 (2) -0- 5,841
</TABLE>
- ---------
(1) Included in other annual compensation for Mr. Patterson and Mr. Stringer is
the annual fee they received for their service as directors.
5
<PAGE>
(2) Certain amounts may have been expended by the Company which may have had
value as a personal benefit to the executive officer. However, the total
value of such benefits did not exceed the lesser of $50,000 or 10% of the
annual salary and bonus of such executive officer.
(3) This amount is comprised of premiums paid by the Company on behalf of Mr.
Patterson with respect to life insurance not generally available to all
Company employees.
(4) This amount is comprised of premiums paid by the Company on behalf of Mr.
Stringer with respect to life insurance not generally available to all
Company employees.
STOCK OPTIONS
The following table sets forth information regarding option grants with
respect to Common Stock made by the Company to the Named Executive Officers
during 1998.
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
- --------------------------------------------------------------------------------------------------------
% OF TOTAL
NUMBER OF OPTONS/
SECURITIES SARS
UNDERLYING GRANTED TO GRANT DATE
OPTIONS EMPLOYEES EXCERCISE PRICE EXPIRATION PRESENT VALUE
NAME GRANTED (3) IN 1998 ($/SH) DATE ($)(1)
- --------------------- ------------- ------------ ----------------- ------------ --------------
<S> <C> <C> <C> <C> <C>
L. Leon Patterson 18,000 35% 17.50 12/31/08 6.67
Paul W. Stringer 15,000 29% 17.50 12/31/08 6.67
Phillip A. Betette 9,000 18% 17.50 12/31/08 6.67
Ralph M. Burns 9,000 18% 17.50 12/31/08 6.67
</TABLE>
- ---------
(1) The present value of these options was calculated using the Black-Scholes
option pricing model and assuming volatility of 22.20%, a risk free return
rate of 5.57%, dividend yield of 1.40% and an average expected option life
of 10 years. These assumptions are the same assumptions used in the
Company's 1998 pro forma disclosures of stock option compensation expense
in accordance with Statement of Financial Accounting Standards No. 123,
"Accounting for Stock-Based Compensation." The ultimate values of the
options will depend on the future market price of the Common Stock. The
actual value, if any, an optionee will realize upon exercise of an option
will depend on the excess of the market value of the Common Stock over the
exercise price on the date the option is exercised.
6
<PAGE>
OPTION EXERCISES
The following table sets forth information with respect to the Executive
Officers concerning the exercise of options during the last fiscal year and
unexercised options held as of the end of the fiscal year.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
NUMBER OF SECURITIES
UNDERLYING UNEXERCISED VALUE OF UNEXERCISED IN-THE-
OPTIONS AT 1998 FISCAL MONEY OPTIONS AT 1998 FISCAL
YEAR-END (#) YEAR-END ($) (1)
------------------------ -----------------------------
VALUE
SHARES ACQUIRED REALIZED EXERCISABLE\ EXERCISABLE\
NAME ON EXERCISE (#) ($)(1) UNEXERCISABLE UNEXERCISABLE
- -------------------- ----------------- ---------- ------------------------ -----------------------------
<S> <C> <C> <C> <C>
L. Leon Patterson 0 0 3,600\14,400 $ 0
Paul W. Stringer 0 0 3,000\12,000 $ 0
Philip A. Betette 0 0 1,800\7,200 $ 0
Ralph M. Burns III 0 0 1,800\7,200 $ 0
</TABLE>
- ---------
(1) Based on the difference between the option exercise price and the value
assigned to the Company's Common Stock by The Bank Advisory Group, Inc.,
Austin, Texas, an independent appraiser, for purposes of distributing
shares of Common Stock contributed by the Company to The Palmetto Bank
Employee Stock Ownership Plan and Trust for fiscal year 1997. This
valuation is the same valuation that was used to determine the exercise
price of the stock options; so that is why the value realized in 1998 is
$0. The fiscal year 1998 valuation has not been completed.
7
<PAGE>
PENSION PLAN
The following table sets forth the estimated annual benefits (in
single-life annuity amounts) payable upon normal retirement in fiscal year 1998
to participants whose highest average five-year earnings and years of service
are as listed. The table assumes integration at the current wage base of
$68,400. At the end of 1998, the individuals named in the Summary Compensation
Table above will have had the following final average compensation credited for
purposes of the Pension Plan and number of years of service: Mr. Patterson,
$219,773, 31 years; Mr. Stringer, $180,757, 29 years; Mr. Betette, $106,801, 24
years; and Mr. Burns, $101,824, 23 years.
PENSION PLAN TABLE
<TABLE>
<CAPTION>
YEARS OF SERVICE
REMUNERATION 5 10 20 25 30 35
- --------------- --------- ---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
$ 10,000 $ 575 $ 1,150 $ 2,300 $ 2,875 $ 3,450 $ 4,025
20,000 1,150 2,300 4,600 5,750 6,900 8,050
40,000 2,588 5,177 10,353 12,942 15,530 18,118
60,000 4,388 8,777 17,553 21,942 26,330 30,718
80,000 6,188 12,377 24,753 30,942 37,130 43,318
100,000 7,988 15,977 31,953 39,942 47,930 55,918
120,000 9,788 19,577 39,153 48,942 58,730 68,518
140,000 11,588 23,177 46,353 57,942 69,530 81,118
160,000 + up 13,388 26,777 53,553 66,942 80,330 93,718
</TABLE>
The base compensation and any bonuses are covered by the Pension Plan.
There is no variation between the compensation covered by the Pension Plan and
the amounts listed in the Summary Compensation Table. The benefits of the
Pension Plan are based on straight-life annuity amounts, and are not subject to
any deduction for Social Security or other offset amounts.
BOARD COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
Decisions with respect to the compensation of the Company's executive
officers are made by the Compensation Committee of the Board. Each member of
the Compensation Committee is a non-employee director. All decisions of the
Compensation Committee relating to the compensation matters are reviewed by the
full Board of Directors. Set forth below is a report submitted by the
Compensation Committee which addresses the Company's compensation policies for
1998 with respect to Mr. Patterson as CEO, and Messrs. Stringer, Betette and
Burns, who represent all executive officers of the Company who earned in excess
of $100,000 during 1998.
8
<PAGE>
COMPENSATION COMMITTEE REPORT
GENERAL COMPENSATION POLICIES AND SPECIFIC GUIDELINES. The Compensation
Committee believes that compensation arrangements should be structured so as to
provide competitive levels of compensation that integrate pay with the
Company's performance goals. The Company has in place a Senior Management
Incentive Plan (the "Bonus Plan"), which establishes a point system that
determines incentive cash awards based on the extent to which the Company met
certain performance goals adopted by the Compensation Committee. The Bonus Plan
provides that the twelve members of senior management who are designated each
year by the Compensation Committee (the "Senior Executives") will receive up to
35% of their base salary in incentive cash compensation if 100% of the
performance goals were met and exceeded by specified amounts. For 1998, the
Compensation Committee adopted seven performance goals, including return on
assets, return on equity, net interest margin, net overhead ratio, net
charge-off ratio, deposit growth and loan growth.
Base salaries were set by the Board, after recommendation by the
Compensation Committee. They were intended to reflect individual performance
and responsibility and to represent compensation believed by the Compensation
Committee to be appropriate for the Senior Executives.
RELATIONSHIP OF PERFORMANCE TO EXECUTIVE COMPENSATION. As described above,
Company performance was an integral part in determining the compensation of
Senior Executives. Assuming that 100% of the performance goals are met each
year, approximately 35% of a Senior Executive's total compensation will consist
of incentive payments made pursuant to the Bonus Plan. Internal goals are the
Company's means of judging its performance.
COMPENSATION PAID DURING 1998. Compensation paid the Company's executive
officers in 1998 consisted of the following elements: base salary and bonus.
Based on Company performance, twelve executive officers, including the
Senior Executives, received bonuses equal to 21% of their base salary pursuant
to the Bonus Plan.
OTHER COMPENSATION PLANS AND COMPENSATION. The Company has adopted certain
executive officer life insurance plans and certain broad-based employee benefit
plans in which Senior Executives participate. The value of these items is set
forth in the Summary Compensation Table above under the "All Other
Compensation" heading. Executive officers also may have received perquisites in
connection with their employment. However, such perquisites totaled less than
10% of their cash compensation in 1998. The foregoing benefits and compensation
are not directly or indirectly tied to Company performance.
MR. PATTERSON'S 1998 COMPENSATION. Mr. Patterson's 1998 compensation
consisted of a base salary, cash bonus, split-dollar life insurance and
supplemental life insurance policies, and certain perquisites (which did not
exceed 10% of his base salary and bonus) and the various forms of other
compensation set forth in the preceding paragraph that were available generally
to all employees. Mr. Patterson's base salary was $198,500 in 1998, as
recommended by the Compensation Committee to the Board of Directors. Mr.
Patterson also received $9,000 in directors' fees, which is included in the
Summary Compensation Table above under the "Other Annual Compensation" heading.
Mr. Patterson's cash bonus was determined in accordance with the Bonus Plan and
was 21% of his base salary, or $41,685, for 1998.
COMPENSATION COMMITTEE:
James M. Shoemaker, Jr., Chairman
James A. Cannon
J. David Wasson, Jr.
9
<PAGE>
COMPARISON OF CUMULATIVE TOTAL RETURNS
PERFORMANCE GRAPH
The following graph sets forth the performance of the Company's Common
Stock for the period from December 31, 1993 through December 31, 1998 as
compared to the NASDAQ Market Composite Index and an index comprised of all
NASDAQ commercial banks and bank holding companies. All stock prices reflect
the reinvestment of cash dividends.
Performance graph here. Plot points appear below:
Palmetto Bancshares NASDAQ Composite NASDAQ Bank
------------------- ---------------- -----------
1993 100.00 100.00 100.00
1994 116.54 96.80 101.11
1995 130.98 136.72 145.92
1996 180.65 159.43 172.07
1997 220.59 181.06 235.66
1998 252.72 220.69 223.89
10
<PAGE>
PALMETTO BANCSHARES, INC.
ANNUAL INCREASE OF $100 INVESTMENT
DECEMBER 31, 1993 TO DECEMBER 31, 1998
<TABLE>
<CAPTION>
PALMETTO BANCSHARES STOCK PRICE PLUS DIVIDEND
INITIAL VALUE VALUE % INVESTMENT
INVESTMENT BEGINNING END INCREASE END
------------ ----------- ---------- ---------- -----------
<S> <C> <C> <C> <C> <C>
12/31/93 100.00
12/31/94 100.00 10.16 11.84 16.54% 116.54
12/31/95 116.54 11.84 13.55 14.44% 130.98
12/31/96 130.98 13.55 20.28 49.67% 180.65
12/31/97 180.65 20.28 28.38 39.94% 220.59
12/31/98 220.59 28.38 37.50 32.14% 252.72
</TABLE>
NASDAQ COMPOSITE MARKET INDEX
ANNUAL INCREASE OF $100 INVESTMENT
DECEMBER 31, 1993 TO DECEMBER 31, 1998
<TABLE>
<CAPTION>
NASDAQ MARKET INDEX STOCK PRICE
INITIAL PRICE PRICE % INVESTMENT
INVESTMENT BEGINNING END INCREASE END
------------ ----------- ----------- ---------- -----------
<S> <C> <C> <C> <C> <C>
12/31/93 100.00
12/31/94 100.00 776.80 751.96 -3.20% 96.80
12/31/95 96.80 751.96 1,052.13 39.92% 136.72
12/31/96 136.72 1,052.13 1,291.03 22.71% 159.43
12/31/97 159.43 1,291.03 1,570.35 21.64% 181.06
12/31/98 181.06 1,570.35 2,192.69 39.63% 220.69
</TABLE>
NASDAQ BANK COMPOSITE INDEX
ANNUAL INCREASE OF $100 INVESTMENT
DECEMBER 31, 1993 TO DECEMBER 31, 1998
<TABLE>
<CAPTION>
NASDAQ MARKET INDEX STOCK PRICE
INITIAL PRICE PRICE % INVESTMENT
INVESTMENT BEGINNING END INCREASE END
------------ ----------- ----------- ---------- -----------
<S> <C> <C> <C> <C> <C>
12/31/93 100.00
12/31/94 100.00 689.43 697.07 1.11% 101.11
12/31/95 101.11 697.07 1,009.41 44.81% 145.92
12/31/96 145.92 1,009.41 1,273.46 26.16% 172.07
12/31/97 172.07 1,273.46 2,083.22 63.59% 235.66
12/31/98 235.66 2,083.22 1,838.00 -11.77% 223.89
</TABLE>
11
<PAGE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The Company knows of no person who, or group that, owns beneficially more
than 5% of the outstanding shares of Common Stock of the Company as of March 5,
1999, except as set forth below:
<TABLE>
<CAPTION>
AMOUNT AND NATURE OF PERCENT OF
NAME AND ADDRESS OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP CLASS
- -------------------------------------- ---------------------- -----------
<S> <C> <C>
L. Leon Patterson 269,077 8.67%
301 Hillcrest Drive
Laurens, SC 29360
D. Smith Patterson 159,343 5.14%
831 West Main Street
Laurens, SC 29360
</TABLE>
The information below is furnished as of March 5, 1999 as to the Company's
Common Stock owned beneficially or of record by each of the Directors
individually, by certain named executive officers and by all Directors and
executive officers of the Company as a group. Unless otherwise noted, each
person has sole voting power and sole investment power with respect to shares
listed.
<TABLE>
<CAPTION>
AMOUNT AND NATURE OF
NAME OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP PERCENT OF CLASS
- ------------------------------------- ---------------------- -----------------
<S> <C> <C>
DIRECTORS
L. Leon Patterson 269,077(1) 8.67%
Paul W. Stringer 32,809(2) 1.06%
James M. Shoemaker, Jr. 7,100(6) (3)
John T. Gramling, II 6,500(6) (3)
W. Fred Davis, Jr. 17,415(6) (3)
David P. George, Jr. 2,900(6) (3)
James A. Cannon 7,014(6) (3)
J. David Wasson 4,400(6) (3)
Michael D. Glenn 1,415(6) (3)
Ann B. Smith 600(6) (3)
William K. Snead 5,743(4) (3)
William S. Moore 5,600(5) (3)
EXECUTIVE OFFICERS
Ralph M. Burns, III 20,691(7) (3)
DIRECTORS AND EXECUTIVE
OFFICERS AS A GROUP (13 persons) 381,264 12.29%(8)
</TABLE>
12
<PAGE>
(1) Mr. Patterson is Chief Executive Officer of the Company. The number of
shares shown as beneficially owned by Mr. Patterson includes 15,745 shares
in the 401(k) account of Mr. Patterson, 27,932 shares owned by Mr.
Patterson's wife, as to which shares Mr. Patterson disclaims beneficial
ownership, and 3,600 unissued shares that can be acquired by the exercise
of options.
(2) Mr. Stringer is President of the Company. The number of shares shown as
beneficially owned by Mr. Stringer includes 12,929 shares in the 401(k)
account of Mr. Stringer, 3,000 unissued shares that can be acquired by the
exercise of options.
(3) Each of these persons owns less than one percent of the outstanding shares
of common stock of the Company.
(4) Mr. Snead is a Director of the Company. The number of shares shown as
beneficially owned by Mr. Snead includes 600 shares each in trust accounts
for his two sons, as to which he acts as Custodian. The number of shares
also includes 180 shares owned by Mr. Snead's wife. Mr. Snead disclaims
beneficial ownership of the trust account shares and the shares owned by
his wife. Also included are 500 unissued shares that can be acquired by
the exercise of options.
(5) Mr. Moore is a Director of the Company. The number of shares beneficially
owned by Mr. Moore includes 300 shares each in trust accounts for the
benefit of Mr. Moore's son and daughter. Mr. Moore disclaims beneficial
ownership of these shares.
(6) Also included are 500 unissued shares that can be acquired by the exercise
of options.
(7) Mr. Burns is Treasurer of the Company. The number of shares shown as
beneficially owned by Mr. Burns includes 8,171 shares in the 401(k)
account of Mr. Burns, and 1,800 unissued shares that can be acquired by
the exercise of options.
(8) The beneficial ownership stated above represents sole voting and investment
power, except as indicated in the footnotes above.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Certain of the Company's directors and officers are also customers of the
Company and have home mortgages, personal credit lines, credit cards, and other
loans with the Company. All of these loans were made in the ordinary course of
business, were made on substantially the same terms (including interest rates
and collateral) as those prevailing at the time for comparable transactions
with other persons, and did not involve more than the normal risk of
collectibility or present other unfavorable features.
The law firm of Wyche, Burgess, Freeman & Parham, P.A. serves as general
counsel to the Company and receives legal fees from the Company. Mr. Shoemaker,
a Director of the Company and Chairman of the Compensation Committee, is a
member of such law firm. The Company believes that the terms of its
relationship with the law firm are at least as favorable as could be obtained
from a third party.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Exchange Act requires the Company's Directors and
executive officers, and persons who own more than ten percent of a registered
class of the Company's equity securities, to file with the Securities and
Exchange Commission (the "SEC") initial reports of ownership and reports of
changes in ownership of Common Stock of the Company. Executive officers,
Directors and greater than ten-percent shareholders are required by SEC
regulations to furnish the Company with copies of all Section 16(a) forms
filed. To the Company's knowledge, based solely on review of the copies of such
reports furnished to the Company and written representations that no other
reports were required, during 1998, all required Section 16(a) filings
applicable to its executive officers, Directors and greater than 10% beneficial
owners were made on a timely basis with the exception of the following. Messrs.
Stringer and Snead each engaged in a single transaction in 1998 that should
have been reported on a Form 4, but was instead reported on a Form 5 filed
timely.
13
<PAGE>
PROPOSAL TO AMEND THE ARTICLES OF INCORPORATION
TO ESTABLISH RELEVANT FACTORS FOR THE BOARD
IN ITS CONSIDERATION OF A PROPOSED BUSINESS COMBINATION
ITEM 2 ON THE PROXY
GENERAL
This proposal would amend the Company's Articles of Incorporation to
provide that in evaluating any third party tender offer or offer regarding a
potential merger, consolidation, share exchange or disposition of substantially
all of the Company's assets, the Board is explicitly authorized to consider
antitrust and other regulatory issues; the reputation and business practices of
the offeror as they would affect the employees and customers of the Company;
and the impact on the employees and customers of the Company and its
subsidiaries and on the community that they serve. The proposed amendment (the
"Relevant Factors Amendment") would also authorize the Board to consider the
offer in light of the Company's historical operating results, current financial
condition and future prospects; whether the Company could obtain a more
favorable offer; the reputation and business practices of the offeror as they
would affect the future value of the Company's stock; and the value of any
securities to be exchanged for those of the Company.
The relevant text of the Articles as it would read assuming adoption of
the Relevant Factors Amendment is set forth under "Relevant Factors Amendment"
in Exhibit A. The current Articles and bylaws of the Company do not contain any
provisions that deal specifically with the Board's consideration of acquisition
proposals, although the Articles require the affirmative vote of shareholders
holding 80% of the Company's outstanding common stock to approve mergers,
acquisitions and similar transactions involving a shareholder that beneficially
owns 10% or more of the Company's common stock. The Articles and bylaws of the
Company do not currently contain any provisions that are likely to materially
impede a third party from acquiring control of the Company other than the 80%
shareholder approval requirement described in the previous sentence and a
provision in the Articles described in Item 3 below, establishing staggered
terms for Directors.
REASONS FOR THE PROPOSED AMENDMENT
The proposed factors reflect the Board's conviction that a community
banking institution, in addition to its primary duty to shareholders, has a
responsibility to consider the larger interests of the community that it
serves. The Board believes that this conviction is shared by the Company's
shareholders. With respect to the proposed factors that are financially
related, the Board desires to ensure that any decision regarding a business
combination, acquisition or sale of assets will be made with a broad view of
relevant considerations that will truly maximize the long-term value of the
shareholders' economic interest.
OTHER CONSIDERATIONS
The Relevant Factors Amendment permits the Board to take into account
certain nonshareholder interests, even if such interests conflict with the
economic interests of shareholders in maximizing the value of their shares. In
addition, because certain members of the Company's management are also Board
members, the interest of each Board member may not always be identical to that
of the Company's shareholders. Neither the Board nor the executive officers of
the Company have any financial or other personal interest in the adoption of
the Relevant Factors Amendment.
VOTE REQUIRED
The adoption of the Relevant Factors Amendment requires the affirmative
vote of holders of two-thirds (2/3) of the Company's shares of Common Stock
outstanding on the record date.
THE BOARD UNANIMOUSLY RECOMMENDS A VOTE "FOR" THE RELEVANT FACTORS
AMENDMENT.
PROPOSAL TO AMEND THE ARTICLES OF INCORPORATION
REGARDING THE REMOVAL OF DIRECTORS
ITEM 3 ON THE PROXY
14
<PAGE>
GENERAL
This proposal would amend the Company's Articles of Incorporation to
provide that no director could be removed from office prior to the expiration
of such director's term of office except for cause. The Company's Articles
currently do not contain any provisions with respect to the removal of
directors. Under the current bylaws of the Company, the shareholders may remove
a director with or without cause if the votes cast in favor of removal exceed
those cast against removal at a meeting duly called for that purpose. Under
section 33-8-108 of the South Carolina Business Corporation Act, cause for
removal means the commission of fraudulent or dishonest acts or gross abuse of
authority.
One effect of the proposed amendment generally would be to prevent a third
party acquiring majority control of the Company's common stock from immediately
taking control of the Board of Directors. The Articles currently provide for
the election of directors with staggered terms -- there are three classes of
directors each elected for three-year terms, with only one class being
considered for re-election each year. Together with the staggered terms
provision, a removal for cause requirement generally would not permit such a
third party to elect a majority of the Board until the second annual meeting
following the date on which the third party acquired a majority of the
Company's Common Stock. Unless Directors gave cause for their removal, the
third party could only replace Directors by waiting until their terms expired,
and because only a third of the Directors' terms expire at each annual meeting,
such third party would only have elected a majority of the Board after two
annual meetings -- one-third at the first, another third at the second. The
Articles and bylaws of the Company do not currently contain any provisions that
are likely to materially impede a third party from acquiring control of the
Company other than the provision for staggered board terms and the provision,
described in Item 2 above, requiring 80% shareholder approval of certain
transactions involving a 10% beneficial owner of the Company.
The relevant text of the Articles as it would read assuming adoption of
this proposal is set forth under "Removal of Directors Amendment" in Appendix
A.
REASONS FOR THE PROPOSED AMENDMENT
The Board believes that this proposal will enhance its ability to protect
shareholders against attempts to acquire control of the Company by means of
unfair or abusive tactics that exist in many unsolicited takeover attempts. The
proposal would encourage persons seeking to acquire control of the Company to
engage in good faith, arms-length negotiations with the Board regarding the
structure of their proposal, rather than waging a hostile proxy contest, and
would permit the Board to engage in such negotiations from a stronger position.
In addition, the proposal would facilitate the Company's attracting and
retaining qualified Board members and hiring and retaining competent management
personnel by increasing the likelihood of a stable employment environment.
OTHER CONSIDERATIONS
If approved, this proposal could have the effect of deterring certain
third parties from making a tender offer for or acquiring substantial blocks of
the Company's shares. Such transactions tend to increase, at least temporarily,
market prices for the Company's stock. Consequently, if this proposal is
approved, Company shareholders could be deprived of temporary opportunities to
sell their shares at higher market prices. Moreover, by possibly deterring
tender offers or acquisitions of substantial blocks of the Common Stock, the
proposal might have the incidental effect of inhibiting certain changes in
incumbent management, some or all of whom may be replaced in the course of a
change in control of the Company. Because the Directors will be directly
affected by this proposal, they may be deemed to have an interest in the
outcome of the proposal.
This proposal is not in response to any specific effort to accumulate the
Company's Common Stock or to obtain control of the Company. Nevertheless, as
discussed above, the Board feels that the adoption of the proposed amendment is
in the best interests both of the Company and its shareholders.
VOTE REQUIRED
The adoption of this proposal requires the affirmative vote of holders of
two-thirds ( 2/3) of the Company's shares of Common Stock outstanding on the
Record Date.
THE BOARD UNANIMOUSLY RECOMMENDS A VOTE "FOR" THE PROPOSED AMENDMENT.
15
<PAGE>
INDEPENDENT PUBLIC ACCOUNTANTS
Representatives of KPMG Peat Marwick LLP, the Company's independent
auditor, will be present at the Annual Meeting with the opportunity to make a
statement if they desire to do so, and they will be available to respond to
appropriate questions from shareholders.
SHAREHOLDER PROPOSALS
Proposals by shareholders for consideration at the 2000 Annual Meeting of
Shareholders must be received at the Company's offices at 301 Hillcrest Drive,
P. O. Box 49, Laurens, South Carolina 29360, no later than November 20, 1999,
if any such proposal is to be eligible for inclusion in the Company's proxy
materials for its 2000 Annual Meeting. Under the regulations of the Securities
and Exchange Commission, the Company is not required to include shareholder
proposals in its proxy materials unless certain other conditions specified in
those regulations are satisfied. Any shareholder desiring to submit a proposal
to an annual or special meeting of shareholders shall submit information
regarding the proposal, together with the proposal, to the corporation at least
45 days prior to the shareholders meeting at which such proposal is to be
presented.
FINANCIAL INFORMATION
THE COMPANY'S 1998 ANNUAL REPORT IS BEING MAILED TO SHAREHOLDERS
CONTEMPORANEOUSLY WITH THESE PROXY MATERIALS. THE COMPANY WILL PROVIDE WITHOUT
CHARGE TO ANY SHAREHOLDER OF RECORD AS OF MARCH 5, 1999, WHO SO REQUESTS IN
WRITING, A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-K (WITHOUT EXHIBITS)
FOR THE YEAR ENDED DECEMBER 31, 1998 FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION. ANY SUCH REQUEST SHOULD BE DIRECTED TO PALMETTO BANCSHARES, INC.,
POST OFFICE BOX 49, LAURENS, SOUTH CAROLINA 29360 ATTENTION: CORPORATE
SECRETARY.
OTHER MATTERS
Management is not aware of any other matter to be brought before the
Annual Meeting. If other matters are duly presented for action, it is the
intention of the persons named in the enclosed proxy to vote on such matters in
accordance with their judgment.
By order of the Board of Directors,
L. LEON PATTERSON
CHAIRMAN
March 19, 1999
Laurens, South Carolina
16
<PAGE>
APPENDIX A
RELEVANT FACTORS AMENDMENT
ITEM 2 ON THE PROXY
The Board of Directors, when evaluating any offer of another party to (i.)
make a tender or exchange offer for any equity security of the Corporation,
(ii) merge or consolidate the Corporation with another Corporation, or (iii)
purchase or otherwise acquire all or substantially all of the properties and
assets of the Corporation, may, in connection with the exercise of its judgment
in determining what is in the best interest of the Corporation and its
shareholders, give due consideration to (u) whether the offer is acceptable
based on the historical operating results, current financial condition and
future prospects of the Corporation and its subsidiaries, including
consideration of the Corporation's current strategic plan; (v) whether a more
favorable offer could be obtained in the foreseeable future; (w) the social,
economic or any other material impact of the proposed transaction upon the
employees and customers of the Corporation and its subsidiaries and the
community that they serve; (x) the reputation and business practices of the
offeror and its management and affiliates as they might affect the employees
and customers of the Corporation and its subsidiaries and the future value of
the Corporation's stock; (y) the value of the securities, if any, that the
offeror is offering in exchange for the Corporation's or its subsidiary's
securities or assets based on an analysis of the value of the Corporation or
its subsidiary as compared to the value of the offeror or other entity whose
securities are being offered; and (z) any antitrust or other legal or
regulatory issues that are raised by the offer.
* * *
REMOVAL OF DIRECTORS AMENDMENT
ITEM 3 ON THE PROXY
A director may be removed from office prior to the expiration of such
director's term only for cause and only if such removal is approved by
affirmative vote of the holders of a majority of the Company's outstanding
common stock.
17
<PAGE>
P PALMETTO BANCSHARES, INC.
R ANNUAL MEETING, APRIL 20, 1999
O
X
Y
The undersigned shareholder of Palmetto Bancshares, Inc., hereby revoking
all previous proxies, hereby appoints L. Leon Patterson and Teresa M. Crabtree
and each of them, the attorneys of the undersigned, with power of substitution,
to vote all stock of Palmetto Bancshares, Inc. standing in the name of the
undersigned upon all matters at the Company's Annual Meeting to be held at The
Palmetto Bank, Corporate Center, 301 Hillcrest Drive, Laurens, South Carolina
on Tuesday, April 20, 1999 at 3:00 p.m. and at any adjournments thereof, with
all powers the undersigned would possess if personally present, and without
limiting the general authorization and power hereby given, directs said
attorneys or either of them to cast the undersigned's vote as specified below.
<TABLE>
<S> <C>
1. ELECTION OF DIRECTORS FOR THREE YEAR TERMS.
[ ] FOR ALL NOMINEES set forth below [ ] WITHHOLD AUTHORITY to vote
(except as marked to the contrary below [ ] ): for all nominees below:
</TABLE>
John T. Gramling, II James M. Shoemaker, Jr. Paul W. Stringer
Edward K. Snead
INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, STRIKE
A LINE THROUGH THE NOMINEE'S NAME IN THE LIST ABOVE.
<TABLE>
<S> <C> <C>
2. PROPOSAL TO AMEND THE COMPANY'S ARTICLES OF INCORPORATION TO ESTABLISH RELEVANT FACTORS TO
BE CONSIDERED BY THE BOARD OF DIRECTORS IN EVALUATING CERTAIN EXTRAORDINARY CORPORATE TRANSACTIONS.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
3. PROPOSAL TO AMEND THE COMPANY'S ARTICLES OF INCORPORATION TO PROVIDE THAT A DIRECTOR MAY BE
REMOVED PRIOR TO EXPIRATION OF HIS OR HER TERM ONLY FOR CAUSE.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
4. At their discretion upon such other matters as may properly come before the meeting.
</TABLE>
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF PALMETTO
BANCSHARES, INC. IF NOT OTHERWISE SPECIFIED, THIS PROXY WILL BE VOTED FOR
APPROVAL OF EACH OF THE PROPOSALS ABOVE.
Please sign this Proxy as your name or names appear hereon. If stock is
held jointly, signature should appear for both names. When signing as attorney,
administrator, trustee, guardian or agent, please indicate the capacity in
which you are acting. If stock is held by a corporation, please sign in full
corporate name by authorized officer and give title of office.
Dated this ____ day of _____________, 1999
-----------------------------------------
Print Name (and title if appropriate)
-----------------------------------------
Print Name (and title if appropriate)
-----------------------------------------
Signature
-----------------------------------------
Signature
PLEASE COMPLETE, DATE, SIGN AND MAIL THIS PROXY PROMPTLY IN THE ENCLOSED
POSTAGE-PAID ENVELOPE.
