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:
[X] Preliminary Proxy Statement
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to (section mark) 240.14a-11(c) or
(section mark) 240.14a-12
First Citizens Bancorporation of South Carolina, Inc.
(Name of Registrant as Specified In Its Charter)
First Citizens Bancorporation of South Carolina, Inc.
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fees (Check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2).
[ ] $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:*
4) Proposed maximum aggregate value of transaction:
*Set forth the amount on which the filing fee is calculated and
state how it was determined.
[ ] 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>
FIRST CITIZENS BANCORPORATION
OF SOUTH CAROLINA, INC.
1230 Main Street
Post Office Box 29
Columbia, South Carolina 29202
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Be Held April 26, 1995
NOTICE is hereby given that the Annual Meeting of Shareholders of
First Citizens Bancorporation of South Carolina, Inc. will be held in the
Board Room on the third floor of the First Citizens Banking Center of
First-Citizens Bank and Trust Company of South Carolina, at the corner of
Washington and Park Streets, Columbia, South Carolina, on Wednesday,
April 26, 1995, at 2:00 p.m., for the following purposes:
(1) To consider a proposal to fix the number of directors to be
elected at 26;
(2) To elect 26 directors for terms of one year; and,
(3) To transact such other business as may properly come before the
meeting or any adjournments thereof.
The Board of Directors has fixed the close of business on March 10,
1995, as the record date for the determination of shareholders entitled to
notice of and to vote at the meeting.
SHAREHOLDERS ARE CORDIALLY INVITED TO ATTEND THE MEETING IN PERSON.
TO ENSURE THE PRESENCE OF A QUORUM, ALL SHAREHOLDERS, EVEN THOUGH THEY PLAN
TO ATTEND, ARE REQUESTED TO COMPLETE, SIGN, AND DATE THE ACCOMPANYING PROXY
AND PROMPTLY RETURN IT IN THE ENCLOSED POSTAGE PREPAID ENVELOPE. THE
GIVING OF SUCH PROXY WILL NOT AFFECT YOUR RIGHT TO REVOKE IT AND VOTE IN
PERSON SHOULD YOU ATTEND THE MEETING.
By Order of the Board of Directors
E. W. Wells, Secretary
March 24, 1995
<PAGE>
FIRST CITIZENS BANCORPORATION
OF SOUTH CAROLINA, INC.
1230 Main Street
Post Office Box 29
Columbia, South Carolina 29202
Mailing Date: March 24, 1995
_________________
PROXY STATEMENT
_________________
Annual Meeting of Shareholders
To Be Held April 26, 1995
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of First Citizens Bancorporation of South
Carolina, Inc. ("Bancorp") for the Annual Meeting of Shareholders to be held
in the Board Room on the third floor of the First Citizens Banking Center of
First-Citizens Bank and Trust Company of South Carolina (the "Bank"), at the
corner of Washington and Park Streets, Columbia, South Carolina, on Wednesday,
April 26, 1995, at 2:00 p.m., or any adjournments thereof.
Any shareholder who executes the form of proxy accompanying this Proxy
Statement has the right to revoke it at any time before it is exercised by
delivering, directly or by mail, to E. W. Wells, Secretary of Bancorp, at Post
Office Box 29, 1230 Main Street, Columbia, South Carolina 29202, either an
instrument revoking the proxy or a duly executed proxy bearing a later date,
or by attending the Annual Meeting and asserting the right to vote in person.
Proxies in the accompanying form, properly executed, duly returned to Bancorp
management and not revoked, will be voted in accordance with the instructions
contained in the proxy. If no instructions are given, the proxy will be voted
FOR fixing the number of directors at 26 and FOR the election, as directors,
of each of the nominees named herein. On such other business as may properly
come before the meeting, the proxyholders will be authorized to vote in
accordance with their best judgment. In the event any nominee named herein
becomes unavailable for election, the proxies may be voted in favor of such
substitute nominee, if any, as the proxyholders may designate.
In addition to solicitation by mail, proxies may be solicited without
additional compensation by regular employees of the Bank, the principal
subsidiary of Bancorp, by personal interview, telephone or telegraph. Bancorp
will bear the expenses of such solicitation.
VOTING SECURITIES
As of March 1, 1995, Bancorp had outstanding 960,420 shares of voting
stock consisting of: (a) 892,813 shares of $5 par value common stock; (b)
52,336 shares of $50 par value preferred stock, which includes 8,305 shares of
Series A, 11,810 shares of Series B, and 32,221 shares of Series F; (c) 6,794
shares of $20 par value preferred stock, Series C; and, (d) 8,477 shares of no
par value preferred stock, Series G. Under applicable South Carolina law,
shares of Series A, Series B and Series F are considered to constitute a
single class of preferred stock ("$50 par preferred stock"); shares of
Series C are considered to constitute a separate class of preferred stock
("$20 par preferred stock"); and shares of Series G are considered to
constitute a separate class of preferred stock ("no par preferred stock").
Each outstanding share of such common and preferred stock is entitled to
<PAGE>
one vote, without distinction as to class or series, unless class voting of such
shares is required by law. Class voting rights do not apply to either of the
proposals to be considered at the Annual Meeting.
RECORD DATE; VOTE REQUIRED FOR APPROVAL
Only shareholders of record on March 10, 1995, will be eligible to
receive notice of and to vote at the Annual Meeting.
In the election of directors, the 26 nominees receiving the highest
number of votes shall be elected as directors, and each share will be entitled
to one vote for each director to be elected. However, any shareholder will be
entitled to cumulate his or her votes by giving one candidate a number of
votes equal to the number of directors to be elected and for whose election
such shareholder has a right to vote multiplied by the number of such
shareholder's shares, or by distributing such votes on the same principle
among any number of such candidates. A shareholder who intends to cumulate
his votes shall either (i) give written notice of his intention to the
President or other officer of the corporation not less than 48 hours before
the time fixed for the meeting, which notice must be announced in the meeting
before the voting, or (ii) announce his intention in the meeting before the
voting for directors commences; and all shareholders entitled to vote at the
meeting shall, without further notice, be entitled to cumulate their votes.
If cumulative voting is to be used, persons presiding may (or if requested by
any shareholder, shall) recess the meeting for a reasonable time to allow
deliberation by shareholders, not to exceed two hours. Included in this
solicitation of proxies is the discretionary authority to the named
proxyholders to vote cumulatively and, in the event of cumulative voting,
proxyholders named by Bancorp or their appointed substitutes may, at their
discretion, distribute their votes equally or unequally among the nominees set
forth in this Proxy Statement and in a manner which would tend to elect the
greatest number of such nominees (or any substitutes therefor) as the number
of votes cast by them would permit.
For Proposal 1 to be approved, the votes cast favoring the Proposal must
exceed the votes cast against the Proposal.
Abstentions and broker non-votes will have no effect in the voting at
the Annual Meeting.
PRINCIPAL HOLDERS OF VOTING SECURITIES
As of March 1, 1995, the following shareholders owned beneficially in
excess of 5% of a class of Bancorp's outstanding voting securities:
Amount and Percentage
Nature of of
Title Name and Address Beneficial Percentage Eligible
of Class of Beneficial Owner Ownership(2) of Class Vote
Common George H. Broadrick(1) 87,705(3) 9.82% 9.13%
Charlotte, NC
Frank B. Holding(1) 368,346(4) 41.26% 38.35%
Smithfield, NC
Lewis R. Holding 172,271(5) 19.30% 17.94%
Lyford Cay, Bahamas
2
<PAGE>
Amount and Percentage
Nature of of
Title Name and Address Beneficial Percentage Eligible
of Class of Beneficial Owner Ownership(2) of Class Vote
$50 Par Pearl S. Arant 3,479 6.65% .36%
Preferred Pageland, SC
Gladys W. Griggs 4,630 8.85% .48%
Pageland, SC
Frank B. Holding(1) 3,436(6) 6.57% .36%
Smithfield, NC
E. W. Wells 3,116(7) 5.95% .32%
Columbia, SC
$20 Par E. Hite Miller, Sr.(1) 360(8) 5.30% .04%
Preferred Columbia, SC
Carolina Bonded Storage Co. 462 6.80% .05%
Columbia, SC
Jay C. Case 439 6.37% .05%
Columbia, SC
Frank B. Holding(1) 2,648(9) 38.98% .28%
Smithfield, NC
No Par Frank B. Holding(1) 6,107(10) 72.04% .64%
Preferred Smithfield, NC
(1) A director of Bancorp.
(2) Except as otherwise stated in the footnotes following this table, the
shares shown as beneficially owned are, to the best of Bancorp
management's knowledge, owned of record by the persons or entities named
and such persons or entities exercise sole voting and investment power
with respect to those shares.
(3) George H. Broadrick has sole voting and investment power as to 118
shares held on his own behalf, 26,023 shares held by him as trustee for
the benefit of Caroline R. Holding, and 25,522 shares held by him as
trustee for the benefit of Carmen P. Holding, who also is a director of
Bancorp; such 25,522 shares also are included in the beneficial
ownership shown for Ms. Holding in the section of this proxy statement
entitled "OWNERSHIP OF SECURITIES BY MANAGEMENT." Mr. Broadrick
exercises shared voting and investment power as to 36,042 shares held by
First Citizens BancShares, Inc., Raleigh, N.C., which shares, for
beneficial ownership purposes, are deemed controlled by him; such shares
also are included in the beneficial ownership shown above for Lewis R.
Holding and Frank B. Holding.
(4) Frank B. Holding has sole voting and investment power as to 148,219
shares held on his own behalf. He disclaims beneficial ownership as to
125,939 shares held by his wife, adult son, daughters and
daughter-in-law, and 2,100 shares held in a fiduciary capacity in a
nominee name by the Trust Department of First-Citizens Bank & Trust
Company, Raleigh, N.C., for the benefit of his adult son and daughters,
all of which shares are included above. He exercises shared voting and
investment power as to shares held by the following corporations and
other entities which, for beneficial ownership purposes, are deemed
controlled by Mr. Holding: First Citizens BancShares, Inc., Raleigh,
N.C. (36,042 shares); Yadkin Valley Company (35,000 shares); Southern
BancShares (N.C.), Inc. (8,694 shares); Twin States Farming, Inc. (709
shares); and in a nominee name by the Trust
3
<PAGE>
Department of First-Citizens Bank and Trust Company of South Carolina
(11,643 shares held in a fiduciary capacity for various third parties).
Included in Frank B. Holding's beneficial ownership are 71,042 shares also
included in the beneficial ownership shown for his brother, Lewis R.
Holding, of which 36,042 shares also are included in the beneficial
ownership of George H. Broadrick.
(5) Lewis R. Holding exercises sole voting and investment power as to 92,284
shares held on his own behalf. He disclaims beneficial ownership as to
8,845 shares owned by his wife and 100 shares owned by an adult
daughter, which shares are included above. He exercises shared voting
and investment power as to 71,042 shares held by the following
corporations which, for beneficial ownership purposes, are deemed
controlled by Mr. Holding: Yadkin Valley Company (35,000 shares) and
First Citizens BancShares, Inc., Raleigh, N.C. (36,042 shares).
Included in Lewis R. Holding's beneficial ownership are 71,042 shares
also included in the beneficial ownership shown for his brother,
Frank B. Holding, of which 36,042 shares also are included in the
beneficial ownership of George H. Broadrick.
(6) Frank B. Holding does not hold of record any shares of $50 par preferred
stock and disclaims beneficial ownership as to 3,436 shares shown above
and owned by his wife and adult son and daughters.
(7) E. W. Wells exercises sole voting and investment power as to 2,045
shares of $50 par preferred stock held on his own behalf and shared
voting and investment power as to 1,071 shares of $50 par preferred
stock held by his wife and children.
(8) E. Hite Miller, Sr. exercises shared voting and investment power as to
360 shares of $20 par preferred stock held for third parties in a
fiduciary capacity in a nominee name by the Trust Department of First-
Citizens Bank and Trust Company of South Carolina, which corporation is
deemed controlled, for beneficial ownership purposes, by Mr. Miller,
which 360 shares also are included in the beneficial ownership of
Frank B. Holding.
(9) Frank B. Holding does not hold of record any shares of $20 par preferred
stock and disclaims beneficial ownership as to 2,268 shares included
above and held by his wife and adult son and daughters. He exercises
shared voting and investment power as to 380 shares held by corporations
or other entities which are deemed controlled by Mr. Holding for
beneficial ownership purposes: in a fiduciary capacity in a nominee
name by the Trust Department of First-Citizens Bank & Trust Company,
Raleigh, N.C. (20 shares held for a third party) and in a fiduciary
capacity in a nominee name by the Trust Department of First-Citizens
Bank and Trust Company of South Carolina (360 shares held for third
parties), which 360 shares also are included in the beneficial ownership
of E. Hite Miller, Sr.
(10) Frank B. Holding does not hold of record any shares of no par preferred
stock and disclaims beneficial ownership as to 6,107 shares of such
stock shown above and held by his adult son and daughters, their
spouses, and a trust of which an adult daughter is trustee.
4
<PAGE>
OWNERSHIP OF SECURITIES BY MANAGEMENT
As of March 1, 1995, the beneficial ownership of Bancorp's outstanding
voting and non-voting securities by its directors, certain executive officers
named below in the Summary Compensation Table, and by all directors and
executive officers of Bancorp and the Bank as a group, was as follows:
Amount and Percentage
Nature of of
Title Beneficial Percentage Eligible
of Class Name of Beneficial Owner Ownership* of Class Vote
Common Jim B. Apple 150 .02% .02%
Richard W. Blackmon 3,453(1) .39% .36%
George H. Broadrick 87,705(2) 9.82% 9.13%
T. E. Brogdon 100 .01% .01%
William M. Faulkner, Jr. 100 .01% .01%
Laurens W. Floyd 644(3) .07% .07%
Charles S. Haltiwanger 303 .03% .03%
William E. Hancock, III 3,768(4) .42% .40%
T. J. Harrelson 12,273(5) 1.37% 1.28%
Robert B. Haynes 38,138(6) 4.27% 3.97%
Wycliffe E. Haynes 38,243(7) 4.28% 3.98%
Albert R. Heyward, II 300 .03% .03%
Carmen P. Holding 25,622(8) 2.87% 2.67%
Frank B. Holding 368,346(9) 41.26% 38.35%
Thomas W. Lane 278 .03% .03%
Russell A. McCoy, Jr. 173(10) .02% .02%
E. Hite Miller, Sr. 11,873(11) 1.33% 1.24%
N. Welch Morrisette, Jr. 118 .01% .01%
E. Perry Palmer 800 .09% .08%
J. William Pitts, Sr. 2,343(12) .26% .24%
Bruce L. Plyler 2,155 .24% .22%
L. H. Rowell 911 .10% .09%
William E. Sellars 38,198(13) 4.28% 3.98%
Henry F. Sherrill 3,091(14) .35% .32%
J. A. Stanley 300 .03% .03%
Non-Voting Frank B. Holding 24,437(16) 46.35% --
Common(15)
$50 Par Frank B. Holding 3,436(17) 6.57% .36%
Preferred
Dan H. Jordan 367 .70% .04%
5
<PAGE>
Amount and Percentage
Nature of of
Title Beneficial Percentage Eligible
of Class Name of Beneficial Owner Ownership* of Class Vote
$20 Par Jay C. Case 439 6.46% .05%
Preferred
E. Hite Miller, Sr. 360(18) 5.30% .04%
Frank B. Holding 2,648(19) 38.98% .28%
No Par Frank B. Holding 6,107(20) 72.04% .64%
Preferred
Non-Voting Frank B. Holding 377(21) 71.81% --
Preferred
(15)
Common All directors and 489,782 54.86% 51.00%
executive officers as
a group (33 persons)
Non-Voting All directors and 24,437 46.35% --
Common executive officers as
(15) a group (33 persons)
$50 Par All directors and 7,177 13.71% .75%
Preferred executive officers as
a group (33 persons)
$20 Par All directors and 3,096 45.57% .32%
Preferred executive officers as
a group (33 persons)
No Par All directors and 6,338 74.77% .66%
Preferred executive officers as
a group (33 persons)
Non-Voting All directors and 377 71.81% --
Preferred executive officers as
(15) a group (33 persons)
______________
* Except as otherwise stated in the footnotes following
this table, shares shown as beneficially owned are, to the best of
Bancorp's management's knowledge, owned of record by the persons named
and such persons exercise sole voting and investment power with respect
to those shares.
(1) Richard W. Blackmon exercises sole voting and investment
power as to 3,006 shares held on his own behalf. He disclaims
beneficial ownership as to 447 shares held by his wife.
(2) For a description of the beneficial ownership of common
stock by George H. Broadrick, see footnote (3) of the section of this
Proxy Statement entitled "PRINCIPAL HOLDERS OF VOTING SECURITIES."
(3) Laurens W. Floyd exercises sole voting and investment
power as to 592 shares held on his own behalf. He disclaims
beneficial ownership as to 52 shares included above and held by his
wife.
(4) William E. Hancock, III exercises sole voting and
investment power as to 194 shares held on his own behalf and as to
738 shares held by him as Trustee for the benefit of his children.
He exercises shared voting and investment power as to shares held by
Hancock Buick, Inc. (110 shares) and Hancock Investments
6
<PAGE>
(2,726 shares), which entities are deemed controlled by
Mr. Hancock for beneficial ownership purposes.
(5) T. J. Harrelson exercises sole voting and investment power
as to 682 shares held on his own behalf and exercises shared voting and
investment power as to 11,591 shares held of record by his wife,
adult children and their spouses.
(6) Robert B. Haynes exercises sole voting and investment
power as to 140 shares held on his own behalf. He exercises shared
voting and investment power as to 37,998 shares held by C. W. Haynes
and Company, Inc., of which he is Vice President and Secretary, which
shares also are included in the beneficial ownership of Wycliffe E.
Haynes and William E. Sellars.
(7) Wycliffe E. Haynes exercises sole voting and investment
power as to 136 shares held on his own behalf. He disclaims
beneficial ownership as to 109 shares included above and held by his
spouse. He exercises shared voting and investment power as to 37,998
shares held by C. W. Haynes and Company, Inc., of which he is Vice
President, which shares also are included in the beneficial ownership of
Robert B. Haynes and William E. Sellars.
(8) Carmen P. Holding exercises sole voting and investment
power as to 100 shares held on her own behalf. She disclaims voting
and investment power as to 25,522 shares included above, which are held
in an irrevocable trust for her benefit by George H. Broadrick, sole
trustee. Such 25,522 shares also are included in the beneficial
ownership of Mr. Broadrick.
(9) For a description of the beneficial ownership of common
stock by Frank B. Holding, see footnote (4) of the section of this
Proxy Statement entitled "PRINCIPAL HOLDERS OF VOTING SECURITIES."
(10) Russell A. McCoy, Jr. exercises sole voting and investment
power as to 100 shares held on his own behalf and disclaims beneficial
ownership as to 73 shares held by his wife and included above.
(11) E. Hite Miller, Sr. exercises sole voting and investment
power as to 230 shares held on his own behalf. He exercises shared
voting and investment power as to 11,643 shares held in a fiduciary
capacity in a nominee name by the Trust Department of First-Citizens
Bank and Trust Company of South Carolina, which corporation is deemed
controlled, for beneficial ownership purposes, by Mr. Miller; such
11,643 shares also are included in the beneficial ownership of Frank
B. Holding, and 1,000 of such shares also are included in the beneficial
ownership of J. William Pitts, Sr.
(12) J. William Pitts, Sr. exercises sole voting and investment
power as to 100 shares held on his own behalf. He exercises shared
voting and investment power as to 1,243 shares held by his wife and
1,000 shares held in a nominee name by the Trust Department of
First-Citizens Bank and Trust Company of South Carolina in a trust
for the benefit of his son, which 1,000 shares also are included in
the beneficial ownership of E. Hite Miller, Sr. and Frank B. Holding,
each of whom is deemed a control person of the Bank for beneficial
ownership purposes.
(13) William E. Sellars exercises sole voting and investment
power as to 200 shares held on his own behalf. He exercises shared
voting and investment power as to 37,998 shares held by C. W. Haynes
and Company, Inc., of which he is President, which shares also are
included in the beneficial ownership of Robert B. Haynes and Wycliffe E.
Haynes.
(14) Henry F. Sherrill exercises sole voting and investment
power as to 1,000 shares held on his own behalf and disclaims
beneficial ownership as to 2,091 shares held by his wife and included
above.
(15) Bancorp has outstanding 52,720 shares of $5 par
non-voting common stock ("non-voting common stock") and 525 shares of
$200 par Series E preferred stock ("non-voting preferred stock").
Holders of shares of non-voting
7
<PAGE>
preferred stock have no right to vote except as required by law, unless
dividends are in arrears on such series, and then the holders may cast one
vote per share in the election of directors. The holders of non-voting
common and preferred stock have no right to vote as a class, except when
class voting is required by law, and are not entitled to vote on any
Proposals to be considered at this Annual Meeting.
(16) The shares of non-voting common stock shown as beneficially owned
by Frank B. Holding are owned by The Robert P. Holding Foundation, Inc., a
charitable foundation of which Mr. Holding is a director (18,806 shares)
and by Yadkin Valley Company (5,631 shares), which corporation is deemed
controlled, for beneficial ownership purposes, by Mr. Holding. If such
shares were entitled to vote as described in the preceding footnote,
Mr. Holding would exercise shared voting power as to such shares.
(17) For a description of the beneficial ownership of $50 par
preferred stock by Frank B. Holding, see footnote (6) of the section
of this Proxy Statement entitled "PRINCIPAL HOLDERS OF VOTING
SECURITIES."
(18) For a description of the beneficial ownership of $20 par
preferred stock by E. Hite Miller, Sr., see footnote (8) of the
section of this Proxy Statement entitled "PRINCIPAL HOLDERS OF VOTING
SECURITIES."
(19) For a description of the beneficial ownership of $20 par
preferred stock by Frank B. Holding, see footnote (9) of the section of
this Proxy Statement entitled "PRINCIPAL HOLDERS OF VOTING SECURITIES."
(20) For a description of the beneficial ownership of no par
preferred stock by Frank B. Holding, see footnote (10) of the section
of this Proxy Statement entitled "PRINCIPAL HOLDERS OF VOTING
SECURITIES."
(21) Frank B. Holding does not hold of record any shares of
non-voting preferred stock and disclaims beneficial ownership as to
377 shares shown above and held by his adult daughters and their
spouses.
Required Reports of Beneficial Ownership
Bancorp's directors and executive officers are required to file
certain reports with the Securities and Exchange Commission regarding
the amount of and changes in their beneficial ownership of Bancorp's
common and preferred stock. Based on its review of copies of those
reports, Bancorp's proxy materials are required to disclose failures
to report shares beneficially owned or changes in such beneficial
ownership or to timely file required reports. It has come to
Bancorp's attention that Director Hancock inadvertently failed to timely
report gifts of an aggregate of 738 shares in trust for the benefit of
his children. The required report has now been filed.
PROPOSAL 1: FIXING THE NUMBER OF DIRECTORS
The Bylaws of Bancorp provide that the Board shall consist of not
less than seven nor more than 34 directors. Currently, there are
26 directors and management proposes that the number of directors to
be elected at the Annual Meeting be set at 26. Pursuant to the
Bylaws and in accordance with South Carolina law, during the interim
between Annual Meetings the Board of Directors may increase the
number of directorships within the range set forth above and may elect
additional directors to fill vacancies created by any such increase.
THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE THEIR SHARES IN
FAVOR OF FIXING THE NUMBER OF DIRECTORS TO BE ELECTED AT 26.
8
<PAGE>
PROPOSAL 2: ELECTION OF DIRECTORS
The persons listed below have been nominated for election at the
Annual Meeting as directors of Bancorp for terms of one year or
until their resignation, retirement, death, removal or
disqualification, or until their respective successors have been duly
elected and qualified. Each nominee is presently a director of
Bancorp and the Bank and has served continuously since originally
elected to the Board of Directors in the year indicated below.
Bancorp was formed in 1982 to be the holding company of the Bank
(which was chartered in 1970) and service prior to
1970 of several directors on the Boards of various merging banks or
predecessors of the Bank is not shown below. Management's 26 nominees
are as follows:
<TABLE>
<CAPTION>
Year In
Positions With Which Principal Occupation and
Name, Address Bancorp First Business Experience For
and Age and Bank Elected Past Five or More Years
<S> <C> <C> <C>
Jim B. Apple Director, President 1993 President and Chief Operating
Columbia, SC and Chief Operating Officer of Bancorp and Bank
42 Officer; Member of (formerly Executive Vice
Executive Committee President); previously
President, Director and Chief
Executive Officer, Republic
National Bank, Columbia, SC
Richard W. Blackmon Director; Member of 1970 Owner, Richard Blackmon
Lancaster, SC Executive Committee Construction Co.
80 (construction and land
development)
George H. Broadrick Director; Chairman 1972 Director, Consultant,
Charlotte, NC of Audit and Chairman of the Executive
72 Compensation Committee and retired
Committees President, First Citizens
BancShares, Inc. and
First-Citizens Bank & Trust
Company, Raleigh, NC
T. E. Brogdon (1) Director; 1970 Consultant to Bank; retired
Lancaster, SC Consultant banker
62
William M. Faulkner, Jr. Director; 1986 Consultant to Bank; retired
Sharon, SC Consultant banker
74
Laurens W. Floyd Director; Member 1988 President and Chief Executive
Dillon, SC of Audit Committee Officer, Dillon Provision
66 Co., Inc. (wholesale meat
distributors)
Charles S. Haltiwanger Director; Member 1970 Retired businessman
Columbia, SC of Audit and
77 Compensation
Committees
William E. Hancock, III Director 1976 President, Hancock Buick/BMW
Columbia, SC Company (automobile dealer)
49
T. J. Harrelson Director 1970 Retired businessman
Columbia, SC
81
9
<PAGE>
Year In
Positions With Which Principal Occupation and
Name, Address Bancorp First Business Experience For
and Age and Bank Elected Past Five or More Years
Robert B. Haynes (2) Director 1972 Vice President and Secretary,
Columbia, SC C. W. Haynes and Company,
49 Inc. (mortgage banking and
real estate)
Wycliffe E. Haynes (2) Director 1972 Vice President and Treasurer,
Columbia, SC C. W. Haynes and Company,
51 Inc. (mortgage banking and
real estate)
Albert R. Heyward, II Director 1970 Retired; Chairman of the
Columbia, SC Board, W. B. Guimarin & Co.,
81 Inc. (mechanical contractors)
Carmen P. Holding (3) Director 1992 Showroom salesperson,
Atlanta, GA Scalamandre, Inc. (decorative
26 fabrics manufacturer and
wholesaler); former
management trainee/Trust
Department, First-Citizens
Bank & Trust Company,
Raleigh, NC
Frank B. Holding (3) Vice Chairman of 1970 Executive Vice Chairman of
Smithfield, NC the Board; Chairman the Board (former Vice
66 of Executive Chairman), First Citizens
Committee BancShares, Inc. and
First-Citizens Bank & Trust
Company, Raleigh, NC; Vice
Chairman (former President),
Bancorp and Bank; Director,
Southern BancShares (N.C.),
Inc., Mount Olive, NC
Dan H. Jordan Director 1970 Retired farmer and
Nichols, SC businessman
71
Thomas W. Lane Director 1970 Retired realtor
Pawleys Island, SC
78
Russell A. McCoy, Jr. Director; Member 1970 Consultant, South Carolina
Columbia, SC of Audit Committee Department of Commerce
83
E. Hite Miller, Sr. Chairman of the 1980 Chairman of the Board and
Spartanburg, SC Board and Chief Chief Executive Officer
69 Executive Officer; (formerly also President) of
Member of Executive Bancorp and Bank; prior to
Committee that, Senior Vice President
and Regional Administrator of
Bank
N. Welch Morrisette, Jr. Director 1970 Retired attorney
Columbia, SC
73
E. Perry Palmer Director 1993 President and Owner,
Columbia, SC E. P. Palmer Corporation
59 (funeral service)
10
<PAGE>
Year In
Positions With Which Principal Occupation and
Name, Address Bancorp First Business Experience For
and Age and Bank Elected Past Five or More Years
J. William Pitts, Sr. Director 1970 Retired physician
Columbia, SC
74
Bruce L. Plyler Director 1970 Retired businessman
Lancaster, SC
75
L. H. Rowell Director 1970 Retired businessman
Bennettsville, SC
81
William E. Sellars Director; Member of 1970 President, C. W. Haynes and
Columbia, SC Executive and Company, Inc. (mortgage
70 Compensation banking and real estate)
Committees
Henry F. Sherrill (4) Director; Member of 1970 Attorney and Partner,
Columbia, SC Executive Committee Sherrill and Roof (formerly
72 an attorney with Sherrill &
Rogers, P.C.)
J. A. Stanley Director; Member 1970 Retired banker; Secretary and
Lake View, SC of Audit Committee Treasurer, Carpostan
78 Industries, Inc.
(textile manufacturer)
__________________________
(1) T. E. Brogdon has been nominated for election as a director
pursuant to a retirement and consulting agreement entered into
upon his retirement as an officer of the Bank and in which he
agreed to continue serving as a director.
(2) Robert B. Haynes and Wycliffe E. Haynes are brothers.
(3) Carmen P. Holding is the niece of Frank B. Holding.
(4) Henry F. Sherrill is an attorney and partner with the law
firm of Sherrill and Roof, which has been retained as general
counsel by Bancorp 13 and
the Bank for 1995. Prior to 1995, Mr. Sherrill was an attorney
with the law firm of Sherrill & Rogers, P.C., which was retained
by Bancorp and the Bank as general counsel during 1994.
THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE THEIR
SHARES IN FAVOR OF THE 26 NOMINEES LISTED ABOVE.
Directors' Fees
Each director who is not an executive officer of Bancorp or the
Bank receives $250 for attendance at each Board meeting and $100 for
attendance at each meeting of a committee held on a day other than
the date of a Board meeting.
11
<PAGE>
Meetings and Committees of the Boards of Directors
Bancorp's and the Bank's Boards of Directors held four meetings in
1994. All directors attended at least 75% of the aggregate number of
meetings of the Boards of Directors and the committees on which they
served.
Each of Bancorp's directors also serves as a director of the
Bank. Bancorp's and the Bank's Boards of Directors each has an Audit
Committee which is made up of the same members, and the Bank's Board of
Directors has several standing committees, including a Compensation
Committee. Neither of the Boards of Directors has a standing
Nominating Committee.
The Audit Committee consists of George H. Broadrick -
Chairman, Laurens W. Floyd, Charles S. Haltiwanger, Russell A. McCoy,
Jr. and Jack A. Stanley. The Bank's Audit Director reports directly
to the Audit Committee which oversees the continuous audit program
conducted by the Bank's internal audit staff. Subject to approval
of the Board of Directors, the Audit Committee engages a qualified
firm of independent certified public accountants to conduct an annual
audit of Bancorp's consolidated financial statements. It receives
written reports, supplemented by such oral reports as it deems
necessary, from such firm and reviews non-audit services
proposed by management to be provided by the accounting firm. The
Audit Committee held four meetings during 1994.
The membership of the Compensation Committee of the Bank is set
forth below. As further described below, the Compensation
Committee makes recommendations to the Board of Directors regarding
the salaries of Bancorp's and the Bank's executive officers and with
respect to such other compensation matters as it deems appropriate.
During 1994, the Compensation Committee held one meeting.
Compensation Committee Interlocks and Insider Participation
The Compensation Committee consists of George H. Broadrick -
Chairman, Charles S. Haltiwanger and William E. Sellars. Mr. Sellars
is an officer of C. W. Haynes and Company, Inc. ("C. W. Haynes"),
which was reimbursed the amount of $2,675 per month by the Bank during
1994 for Mr. Sellars' management services to the Bank. It is expected
that this reimbursement arrangement will continue in 1995 under
substantially the same terms as applied during 1994; however, the
amount of the Bank's monthly reimbursement to C. W. Haynes has been
increased to $2,809 for 1995.
Mr. Broadrick, a director of Bancorp and the Bank and the
Chairman of the Compensation Committee, also is a director, Chairman
of the Executive Committee and a member of the Cash Incentive Plan
Committee of First-Citizens Bank & Trust Company, Raleigh, North
Carolina ("FCB/NC"), and its holding company, First Citizens
BancShares, Inc. Mr. Broadrick formerly was President of both such
entities prior to his retirement in 1987 and continues to serve as a
consultant to FCB/NC.
Compensation Committee Report on Executive Compensation
The Bank attempts to provide compensation at levels that will
enable it to attract and retain qualified and motivated individuals
as officers and employees. However, at the present time, annual
salary is the only form of compensation paid to or for the benefit
of executive officers (other than benefits under the Bank's 401(k)
salary deferral plan and other customary employee benefit and welfare
plans,
12
<PAGE>
including a defined benefit pension plan). The Compensation Committee
(the "Committee") administers the Bank's compensation program
and has responsibility for matters involving the compensation of
executive officers.
For 1994, the Committee established a recommended salary for
each executive officer (including the chief executive officer)
based on an evaluation of that officer's individual level of
responsibility and performance. The Committee's recommendations were
reported to and subject to the approval of the Board of Directors
which made all final decisions regarding the salaries of executive
officers. The performance of individual executive officers and the
Bank's financial performance generally were considered by the
Committee and the Board of Directors in connection with the setting of
salaries for 1994. However, the setting of salaries largely is
subjective and there are no specific formulae, objective criteria or
other such mechanism by which adjustments to each executive officer's
salary are tied empirically to his individual performance or to the
Bank's financial performance.
Mr. Miller is employed by the Bank pursuant to an employment
agreement which provides that his salary will be increased annually by
a percentage not less than the average percentage of increases granted
to other officers of the Bank. For 1994, Mr. Miller's salary was
increased to $155,000.
Section 162(m) of the Internal Revenue Code of 1986, as amended,
limits the deductibility of annual compensation in excess of
$1,000,000 paid to certain executive officers of public
corporations. As none of Bancorp's executive officers receive
annual compensation approaching that amount, Bancorp's Board of
Directors has not adopted a policy with respect to Section 162(m).
Compensation Committee: George H. Broadrick, Chairman
Charles S. Haltiwanger
William E. Sellars
13
<PAGE>
Executive Officers
The following persons have been designated as "executive
officers" of Bancorp or the Bank by the appropriate Board of
Directors. Each executive officer has served for the past five years
in the capacities indicated, with the exceptions noted below:
Name Age Position
E. Hite Miller, Sr. 69 Chairman of the Board and
Chief Executive Officer of
Bancorp and Bank since
January 1993 (formerly also
President from January 1993
to April 1994); former Senior
Vice President and Regional
Administrator of Bank
Frank B. Holding 66 Vice Chairman since January,
1993 (forner President) of
Bancorp and Bank
Jim B. Apple 42 President and Chief Operating
Officer of Bancorp and Bank
since April 1994 (former
Executive Vice President);
prior to that, President and
Chief Executive Officer of
Republic National Bank,
Columbia, SC
Jay C. Case 53 Treasurer and Chief Financial
Officer of Bancorp and Bank;
Senior Vice President and
Controller of Bank; President
and Treasurer, Wateree Life
Insurance Company and Wateree
Agency, Inc.
E. W. Wells 52 Secretary of Bancorp and
Bank; Senior Vice President
of Bank
William K. Brumbach, Jr. 52 Senior Vice President and
Trust Director of Bank
Charles D. Cook 51 Senior Vice President and
Commercial Lending Director
of Bank
C. W. Jones 61 Senior Vice President and
Consumer Lending Director of
Bank
Janis B. Summers 44 President, First Citizens
Mortgage Corporation of SC
since November 1992 (formerly
Executive Vice President);
Senior Vice President of Bank
since April 1994
Mike E. Toole 41 Audit Director of Bank since
October 1993 (previously
Internal Auditor)
14
<PAGE>
Executive Compensation
The following table shows, for 1994, 1993 and 1992, the cash and certain
other compensation paid to or received or deferred by each of the three most
highly compensated executive officers of Bancorp and the Bank in all
capacities in which they served.
SUMMARY COMPENSATION TABLE
</TABLE>
<TABLE>
<CAPTION>
Annual Compensation Long-Term Compensation
Awards Payouts
Other All
Annual Restricted Other
Name and Compen- Stock Options/ LTIP Compen-
Principal Salary Bonus sation Awards SARs Payouts sation
Position Year ($)(1) ($) ($) ($) (#) ($) ($)(2)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
E. Hite Miller, Sr. 1994 155,000 -0- -0- -0- -0- -0- 6,750
Chairman and
Chief Executive 1993 140,000 -0- -0- -0- -0- -0- 6,356
Officer (3)
1992 97,682 -0- -0- -0- -0- -0- 2,930
Jim B. Apple 1994 135,000 -0- -0- -0- -0- -0- 6,191
President and
Chief Operating 1993 69,038 -0- -0- -0- -0- -0- 2,130
Officer (4)
1992 - - - - - - -
Jay C. Case 1994 130,000 -0- -0- -0- -0- -0- 5,906
Senior Vice
President and 1993 120,555 -0- -0- -0- -0- -0- 5,479
Chief Financial
Officer 1992 115,760 -0- -0- -0- -0- -0- 3,473
</TABLE>
____________________________________________________
(1) Includes amounts deferred at the election of each named
executive officer pursuant to the Bank's Section 401(k)
salary deferral plan.
(2) Consists entirely of the Bank's contributions on behalf of
each named executive officer to the Bank's Section 401(k)
salary deferral plan.
(3) Mr. Miller is employed by the Bank pursuant to an
employment agreement, which provides that his salary
will be increased annually by a percentage not less than
the average percentage of increases granted to other
officers of the Bank.
(4) Mr. Apple first became employed by the Bank on April
27, 1993, as an Executive Vice President. He was
promoted to President on April 27, 1994.
15
<PAGE>
Pension Plan
The following table shows the estimated benefits payable to a
covered participant at normal retirement age under the Bank's
qualified defined benefit pension plan (the "Pension Plan") based on
various specified numbers of years of service and various levels of
covered compensation.
<TABLE>
<CAPTION> Years of Service
Final
Average 15 Years 20 Years 25 Years 30 Years 35 Years 40 Years 45 Years
Compensation
<S> <C> <C> <C> <C> <C> <C> <C>
$ 50,000 11,348 15,130 18,913 22,696 26,478 29,478 29,478
75,000 18,285 24,380 30,476 36,571 42,666 47,166 47,166
100,000 25,223 33,630 42,038 50,446 58,853 64,853 64,853
125,000 32,160 44,880 53,601 64,321 75,041 82,541 82,541
150,000 39,098 52,130 65,163 78,196 91,228 100,228 100,228
175,000 46,035 61,380 76,726 92,071 107,416 117,916 117,916
200,000 52,973 70,630 88,288 105,946 120,000 120,000 120,000
225,000 59,910 79,880 99,851 119,821 120,000 120,000 120,000
</TABLE>
Benefits shown in the table are computed as straight
life annuities beginning at age 65 and are not subject to a deduction
for Social Security benefits or any other offset amount. A
participant's compensation covered by the Bank's pension plan is his or
her base salary (including amounts deferred pursuant to the Bank's
Section 401(k) salary deferral plan), and the participant's
benefits are based on "final average compensation" which is the
participant's highest average annual covered compensation for any
five consecutive years during the last ten complete calendar years
as a plan participant. The estimated years of service and "final
average compensation", respectively, as of January 1, 1995, for each of
the named executive officers are as follows: Mr. Miller - 47 years and
$112,342; Mr. Apple - 2 years and $135,000; Mr. Case - 20 years and
$116,308. The estimated benefits in the table above reflect the
$120,000 limit on benefits permitted by tax laws for a participant
retiring in 1995. For 1995, the limit on compensation that can be
included in calculating benefits is $150,000; however, compensation in
excess of $150,000 is reflected in the estimated annual benefits shown
in the table above.
16
<PAGE>
Performance Graph
The following line graph compares the cumulative total
shareholder return on Bancorp's common stock ("CTSR") during the
previous five fiscal years, with the CTSR over the same measurement
period in the Nasdaq-U.S. index and the Nasdaq Banks index. Each
line graph assumes $100 invested on January 1, 1990, and that
dividends are reinvested in additional shares. However, since Bancorp
has not paid dividends on its common stock during the previous five
years, there is no dividend reinvestment to take into
consideration as part of Bancorp's cumulative total shareholder return.
Comparison of Five-Year Cumulative Total Shareholder Return among
First Citizens Bancorporation of South Carolina, Inc.,
Nasdaq Banks and Nasdaq-US Indices
(Comparison of Five-Year Graph appears here--plot points are listed
in the table below)
Year + Bancorp [] Nasdaq Banks * Nasdaq-US
1989 100 100 100
1990 87 73 85
1991 113 120 136
1992 148 175 159
1993 178 199 181
1994 196 199 177
17
<PAGE>
Transactions with Management
Certain directors and executive officers of Bancorp and the
Bank and their associates were customers of and had transactions with
the Bank in the ordinary course of the Bank's business during 1994. All
outstanding loans and commitments included in such transactions were
made on substantially the same terms, including interest rates and
collateral, as those prevailing at the time for comparable
transactions with others and, in the opinion of the Bank, did not
involve more than a normal risk of collectibility or present other
unfavorable features.
Certain specific relationships or transactions are described above
under the caption "Compensation Committee Interlocks and Insider
Participation" and in footnote (4) to the table listing directors under
the caption "PROPOSAL 2: ELECTION OF DIRECTORS".
During 1994, the Bank reimbursed First-Citizens Bank & Trust
Company, Raleigh, North Carolina ("FCB/NC"), $6,842 per month for
the management services of Frank B. Holding (who does not receive any
compensation directly from Bancorp or the Bank). Mr. Holding is Vice
Chairman of the Board of Bancorp and the Bank and also serves as
Executive Vice Chairman of the Board of FCB/NC and its holding
company, First Citizens BancShares, Inc. It is expected that such
reimbursement arrangement will continue in 1995 under substantially
the same terms as applied during 1994; however, the amount of the
Bank's reimbursement to FCB/NC has been increased to $7,185 per month
for 1995.
On December 29, 1984, Twin States Financial Corporation
("TSFC"), an affiliate of Frank B. Holding, was merged into Bancorp.
In connection with the merger, Bancorp acquired a loan to a former
subsidiary of TSFC, Twin States Farming, Inc. ("TSF"), of which Mr.
Holding is President and of which he and his immediate family own
approximately 94% of its outstanding securities. As of January 1,
1994, TSF owed Bancorp $81,884 under a purchase money installment note
due December 1994, bearing 9% interest per annum and secured by real
estate constituting a substantial portion of the assets of TSF. The
note was paid in full during 1994.
INDEPENDENT ACCOUNTANTS
The certified public accounting firm of Price Waterhouse has
been selected by the Audit Committee to serve as Bancorp's
independent public accountants for 1995.
One or more representatives of Price Waterhouse are expected
to be present at the Annual Meeting of Shareholders and available to
respond to appropriate questions, and will have the opportunity to
make a statement if they so desire.
AVAILABILITY OF OTHER INFORMATION
Bancorp annually files with the Securities and Exchange
Commission an Annual Report on Form 10-K. UPON WRITTEN REQUEST,
BANCORP WILL PROVIDE A COPY OF ITS MOST RECENTLY FILED FORM 10-K,
INCLUDING FINANCIAL STATEMENTS AND FINANCIAL SCHEDULES, WITHOUT CHARGE
TO ANY SHAREHOLDER ELIGIBLE TO VOTE AT THE ANNUAL MEETING. SUCH
REQUESTS SHOULD BE DIRECTED TO E. W. WELLS, SECRETARY, FIRST CITIZENS
BANCORPORATION OF SOUTH CAROLINA, INC., POST OFFICE BOX 29,
COLUMBIA, SOUTH CAROLINA 29202.
18
<PAGE>
SHAREHOLDER PROPOSALS
Shareholder proposals intended to be presented at the 1996
Annual Meeting must be received at Bancorp's principal executive office
in Columbia, South Carolina, by November 30, 1995, in order to be
included in the proxy materials for such Annual Meeting. It is
anticipated that the 1996 Annual Meeting will be held during April
1996.
OTHER MATTERS
Management knows of no other matters to be presented at the
Annual Meeting. Should other matters properly come before the
meeting, or any adjournments thereof, proxyholders named in the
enclosed proxy will be authorized to vote the shares represented by
them in accordance with their best judgment pursuant to the
discretionary authority included in the proxy.
YOU ARE URGED TO SIGN AND RETURN YOUR PROXY IN THE ENCLOSED
SELF- ADDRESSED ENVELOPE WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING.
By Order of the Board of Directors
E. W. Wells, Secretary
March 24, 1995
19
******************************************************************************
APPENDIX
FIRST CITIZENS BANCORPORATION OF SOUTH CAROLINA, INC.
1230 Main Street
Post Office Box 29
Columbia, South Carolina 29202
PROXY SOLICITED BY BOARD OF DIRECTORS
The undersigned hereby appoints E. Hite Miller, Sr., Jim B. Apple and
E. W. Wells, or any of them, attorneys and proxies, with power of
substitution, to vote all outstanding stock of First Citizens
Bancorporation of South Carolina, Inc. ("Bancorp") held of record by the
undersigned on March 10, 1995, at the Annual Meeting of Shareholders of
Bancorp to be held in the Board Room on the third floor of the First
Citizens Banking Center of First-Citizens Bank and Trust Company of South
Carolina, at the corner of Washington and Park Streets, Columbia, South
Carolina at 2:00 p.m. on April 26, 1995, or at any adjournments thereof.
The undersigned hereby directs that shares represented by this proxy
be voted as follows:
1. FIXING THE NUMBER OF DIRECTORS: Proposal to set the number of
directors to be elected at 26.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
2. ELECTION OF DIRECTORS:
[ ] FOR all nominees listed below [ ] WITHHOLD AUTHORITY to vote for
(except as indicated otherwise) for all nominees listed below.
Nominees: J. B. Apple; R. W. Blackmon; G. H. Broadrick; T. E.
Brogdon; W. M. Faulkner, Jr.; L. W. Floyd; C. S. Haltiwanger; W. E.
Hancock, III; T. J. Harrelson; R. B. Haynes; W. E. Haynes; A. R. Heyward,
II; C. P. Holding; F. B. Holding; D. H. Jordan; T. W. Lane; R. A.
McCoy, Jr.; E. H. Miller, Sr.; N. W. Morrisette, Jr.; E. P. Palmer; J. W.
Pitts, Sr.; B. L. Plyler; L. H. Rowell; W. E. Sellars; H. F. Sherrill; and
J. A. Stanley (Instruction: To withhold authority to vote for any
individual nominee, write that nominee's name on the line provided.)
3. OTHER BUSINESS: The persons named herein as attorneys and proxies are
authorized to vote the shares represented by this proxy according to
their best judgment on such other matters as may properly come before
the meeting.
THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS DIRECTED ABOVE.
IN THE ABSENCE OF ANY DIRECTION, THE PROXYHOLDERS WILL VOTE THIS PROXY
"FOR" PROPOSAL 1 AND "FOR" THE ELECTION OF ALL THE NOMINEES LISTED IN
PROPOSAL 2 ABOVE BY CASTING AN EQUAL NUMBER OF VOTES FOR EACH SUCH NOMINEE.
IF, AT OR BEFORE THE TIME OF THE MEETING, ANY OF THE NOMINEES LISTED IN
PROPOSAL 2 HAVE BECOME UNAVAILABLE FOR ANY REASON, THE PROXYHOLDERS HAVE
THE DISCRETION TO VOTE FOR A SUBSTITUTE NOMINEE OR NOMINEES. IF CUMULATIVE
VOTING IS FOLLOWED IN THE ELECTION OF DIRECTORS, THE PROXYHOLDERS MAY, IN
THEIR DISCRETION, VOTE THE SHARES TO WHICH SUCH PROXY RELATES ON A BASIS
OTHER THAN EQUALLY FOR EACH OF THE NOMINEES NAMED ABOVE AND FOR LESS THAN
ALL SUCH NOMINEES, BUT IN SUCH EVENT, THE PROXYHOLDERS WILL CAST SUCH VOTES
IN A MANNER WHICH WOULD TEND TO ELECT THE GREATEST NUMBER OF SUCH NOMINEES
(OR ANY SUBSTITUTES THEREFOR) AS THE NUMBER OF VOTES CAST BY THEM WOULD
PERMIT.
Please date and sign exactly as name appears below. When shares are
held by joint tenants, both should sign. When signing as attorney,
executor,
<PAGE>
administrator, trustee or guardian, please give full title as
such. If a corporation, please sign full corporate name by president or
other authorized officer. If a partnership, please sign in partnership
name by authorized person.
Dated , 1995 ______________________________________(SEAL)
(Signature)
______________________________________(SEAL)
(Signature if held jointly)
NUMBER OF SHARES:
Common
Series A $50 Par Preferred
Series B $50 Par Preferred
Series C $20 Par Preferred
Series F $50 Par Preferred
Series G No-Par Preferred
PLEASE MARK, SIGN, DATE AND PROMPTLY RETURN THIS PROXY CARD USING THE
ENCLOSED ENVELOPE
