SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
( ) Filed by the Registrant
( ) Filed by a Party other than the Registrant
Check the appropriate box:
(x ) Preliminary Proxy Statement
( ) Confidential, for Use of the Commission Only (as permitted by
Rule 14a-b(e)(2))
( ) 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)
(Name of Person(s) Filing Proxy Statement If Other Than Registrant)
PAYMENT OF FILING FEE (Check the appropriate box):
(x ) $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(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:
5) Total fee paid:
(Set forth the amount on which the filing fee is calculated and state how
it was determined)
( ) Fee previously paid 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>
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 24, 1996
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 24,
1996, at 2:00 p.m., for the following purposes:
(1) To consider a proposal to fix the number of directors
to be elected at 25;
(2) To elect 25 directors for a term 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 15, 1996, 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 22, 1996
<PAGE>
FIRST CITIZENS BANCORPORATION
OF SOUTH CAROLINA, INC.
1230 Main Street
Post Office Box 29
Columbia, South Carolina 29202
Mailing Date: March 22, 1996
------------------------
PROXY STATEMENT
------------------------
Annual Meeting of Shareholders
To Be Held April 24, 1996
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 use at 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 24, 1996, 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 25 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 ___, 1996, Bancorp had issued and 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 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.
<PAGE>
RECORD DATE; VOTE REQUIRED FOR APPROVAL
Only shareholders of record on March 15, 1996, will be
eligible to receive notice of and to vote at the Annual Meeting.
In the election of directors, the 25 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 __, 1996, the following shareholders owned
beneficially in excess of 5% of a class of Bancorp's outstanding voting
securities:
<TABLE>
<CAPTION>
Amount and Percentage
Nature of of
Title Name and Address Beneficial Percentage Eligible
of Class of Beneficial Owner Ownership(2) of Class Vote
<S> <C> <C> <C> <C>
Common George H. Broadrick(1) 87,705(3) 9.82% 9.13%
Charlotte, NC
Frank B. Holding(1) 375,955(4) 42.11% 39.14%
Smithfield, NC
Lewis R. Holding 172,271(5) 19.30% 17.94%
Lyford Cay, Bahamas
$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
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 E. W. Wells 3,116(7) 5.95% .32%
Preferred Columbia, SC
$20 Par Carolina Bonded Storage Co. 462 6.80% .05%
Preferred Columbia, SC
Jay C. Case 535 7.87% .06%
Columbia, SC
Frank B. Holding(1) 2,495(8) 36.72% .26%
Smithfield, NC
No Par Frank B. Holding(1) 6,107(9) 72.04% .64%
Preferred Smithfield, NC
</TABLE>
(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 131,295 shares held by his wife, adult
children and their spouses, 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 children, 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. (10,938
shares); Twin States Farming, Inc. (1,045 shares); and in a
nominee name by the Trust Department of First-Citizens Bank
and Trust Company of South Carolina (11,316 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
3
<PAGE>
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 held by his wife and adult children.
(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) 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 children.
He exercises shared voting and investment power as to 227
shares held for the benefit of a third party 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 by Mr. Holding for beneficial
ownership purposes.
(9) 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
children, their spouses, and a trust of which an adult
daughter is trustee.
OWNERSHIP OF SECURITIES BY MANAGEMENT
As of March __, 1996, 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:
<TABLE>
<CAPTION>
Amount and Percentage
Nature of of
Title Beneficial Percentage Eligible
of Class Name of Beneficial Owner Ownership(1) of Class Vote
<S> <C> <C> <C> <C>
Common Jim B. Apple 150 .02% .02%
Richard W. Blackmon 110 .01% .01%
George H. Broadrick 87,705(2) 9.82% 9.13%
T. E. Brogdon 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 100 .01% .01%
Carmen P. Holding 25,622(8) 2.87% 2.67%
Frank B. Holding 375,955(9) 42.11% 39.14%
4
<PAGE>
Amount and Percentage
Nature of of
Title Beneficial Percentage Eligible
of Class Name of Beneficial Owner Ownership(1) of Class Vote
Common Thomas W. Lane 278 .03% 03%
Russell A. McCoy, Jr. 173(10) .02% .02%
Charles S. McLaurin, III 114 .01% .01%
E. Hite Miller, Sr. 11,546(11) 1.29% 1.20%
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(13) .24% .22%
L. H. Rowell 911 .10% .09%
William E. Sellars 38,198(14) 4.28% 3.98%
Henry F. Sherrill 3,091(15) .35% .32%
J. A. Stanley 300 .03% .03%
Non-Voting Frank B. Holding 24,437(17) 51.21% --
Common(16)
$50 Par Frank B. Holding 3,436(18) 6.57% .36%
Preferred
Dan H. Jordan 367 .70% .04%
$20 Par Jay C. Case 535 7.87% .06%
Preferred
E. Hite Miller, Sr. 227(19) 3.34% .02%
Frank B. Holding 2,495(20) 36.72% .26%
No Par Frank B. Holding 6,107(21) 72.04% .64%
Preferred
Non-Voting Frank B. Holding 378(22) 72.00% --
Preferred (16)
Common All directors and executive officers 486,474 54.49% 50.65%
as a group (33 persons)
Non-Voting All directors and executive officers 24,437 51.21% --
Common (15) as a group (33 persons)
$50 Par All directors and executive officers 7,177 13.71% .75%
Preferred as a group (33 persons)
$20 Par All directors and executive officers 3,205 47.17% .33%
Preferred as a group (33 persons)
5
<PAGE>
Amount and Percentage
Nature of of
Title Beneficial Percentage Eligible
of Class Name of Beneficial Owner Ownership(1) of Class Vote
No Par All Directors and executive officers 6,338 74.77% .66%
Preferred as a group (33 persons)
Non-Voting All directors and executive officers 378 72.00% --
Preferred (16) as a group (33 persons)
</TABLE>
- ---------------
(1) 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.
(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 (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 and adult
children.
(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 Chairman of the Board, 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.
6
<PAGE>
(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 11,316 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
11,316 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) Bruce L. Plyler exercises sole voting and investment
power as to 100 shares held on his own behalf and as
to 2,055 shares held by him in a fiduciary capacity
as trustee for his wife, which shares are included
above and are held in a nominee name by a brokerage
firm.
(14) 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.
(15) 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.
(16) Bancorp has outstanding 47,720 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 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.
(17) 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.
(18) 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."
(19) E. Hite Miller, Sr. exercises shared voting and
investment power as to 227 shares of $20 par
preferred stock held 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 227 shares also are included in the
beneficial ownership shown above for Frank B.
Holding.
(20) For a description of the beneficial ownership of $20
par preferred stock by Frank B. Holding, see footnote
(8) of the section of this Proxy Statement entitled
"PRINCIPAL HOLDERS OF VOTING SECURITIES."
(21) For a description of the beneficial ownership of no
par preferred stock by Frank B. Holding, see footnote
(9) of the section of this Proxy Statement entitled
"PRINCIPAL HOLDERS OF VOTING SECURITIES."
(22) Frank B. Holding does not hold of record any shares
of non-voting preferred stock and disclaims
beneficial ownership as to 378 shares shown above and
held by his adult daughters and their spouses.
7
<PAGE>
Required Reports of Beneficial Ownership
Bancorp's directors and executive officers are required to file certain
reports with the Securities and Exchange Commission ("SEC") 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 Edgar L. Prosser inadvertently did not file a timely
initial report of beneficial ownership of Bancorp's stock when he first became
subject to the SEC's reporting requirements on April 25, 1995, as a result of
his designation as an executive officer by the Board of Directors. The required
initial report was filed during 1995.
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 25 directors and
management proposes that the number of directors to be elected at the Annual
Meeting be set at 25. 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 25.
PROPOSAL 2: ELECTION OF DIRECTORS
The persons named below have been nominated by the Board of Directors
for election at the Annual Meeting as directors of Bancorp. Each of the 25
nominees currently serves as a director of Bancorp and has been nominated to be
reelected for a term of one year or until his resignation, retirement, death,
removal or disqualification, or until his respective successor has been duly
elected and qualified:
<TABLE>
<CAPTION>
Positions With Year Principal Occupation and
Name, Address Bancorp First Business Experience For
and Age and Bank Elected(1) Past Five or More Years
<S> <C> <C> <C>
Jim B. Apple Director, President and 1993 President and Chief Operating Officer of
Columbia, SC Chief Operating Officer; Bancorp and Bank (formerly Executive
43 Member of Executive Vice President); previously President,
Committee Director and Chief Executive Officer,
Republic National Bank, Columbia, SC
Richard W. Blackmon Director; Member of 1970 Owner, Richard Blackmon Construction
Lancaster, SC Executive Committee Co. (construction and land development)
81
George H. Broadrick Director; Chairman of Audit 1972 Director, Consultant, Chairman of the
Charlotte, NC and Compensation Executive Committee and retired
73 Committees President, First Citizens BancShares, Inc.
and First-Citizens Bank & Trust
Company, Raleigh, NC
T. E. Brogdon (2) Director; 1970 Consultant to Bank; retired banker
Lancaster, SC Consultant
63
8
<PAGE>
Positions With Year Principal Occupation and
Name, Address Bancorp First Business Experience For
and Age and Bank Elected(1) Past Five or More Years
Laurens W. Floyd Director; Member 1988 President and Chief Executive Officer,
Dillon, SC of Audit Committee Dillon Provision Co., Inc. (wholesale
67 meat distributors)
Charles S. Haltiwanger Director; Member 1970 Retired businessman
Columbia, SC of Audit and Compensation
78 Committees
William E. Hancock, III Director 1976 President, Hancock Buick/BMW
Columbia, SC Company (automobile dealer)
50
T. J. Harrelson Director 1970 Retired businessman
Columbia, SC
82
Robert B. Haynes (3) Director 1972 Chairman of the Board, Vice President
Columbia, SC and Secretary, C. W. Haynes
50 and Company, Inc.
(mortgage banking and real estate)
Wycliffe E. Haynes (3) Director 1972 Vice President and Treasurer, C. W.
Columbia, SC Haynes and Company, Inc.
52 (mortgage banking and real estate)
Albert R. Heyward, II Director 1970 Retired; Chairman of the Board, W. B.
Columbia, SC Guimarin & Co., Inc.
82 (mechanical contractors)
Carmen P. Holding (4) Director 1992 Showroom salesperson, Scalamandre,
Atlanta, GA Inc. (decorative fabrics manufacturer and
27 wholesaler); formerly management
trainee/Trust Department, First-Citizens
Bank & Trust Company, Raleigh, NC
Frank B. Holding (4) Vice Chairman of 1970 Executive Vice Chairman of the Board
Smithfield, NC the Board; Chairman of (formerly Vice Chairman), First Citizens
67 Executive Committee BancShares, Inc. and First-Citizens Bank
& Trust Company, Raleigh, NC; Vice
Chairman (formerly President), Bancorp
and Bank; Director, Southern BancShares
(N.C.), Inc., Mount Olive, NC
Dan H. Jordan Director 1970 Retired farmer and businessman
Nichols, SC
72
Thomas W. Lane Director 1970 Retired realtor
Pawleys Island, SC
79
9
<PAGE>
Positions With Year Principal Occupation and
Name, Address Bancorp First Business Experience For
and Age and Bank Elected(1) Past Five or More Years
Russell A. McCoy, Jr. Director; Member 1970 Consultant, South Carolina Department of
Columbia, SC of Audit Committee Commerce
84
E. Hite Miller, Sr. Chairman of the Board and 1980 Chairman of the Board and Chief
Spartanburg, SC Chief Executive Officer; Executive Officer (formerly also
70 Member of Executive President) of 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
74
E. Perry Palmer Director 1993 President and Owner,
Columbia, SC E. P. Palmer Corporation
60 (funeral service)
J. William Pitts, Sr. Director 1970 Retired physician
Columbia, SC
75
Bruce L. Plyler Director 1970 Retired businessman
Lancaster, SC
76
L. H. Rowell Director 1970 Retired businessman
Bennettsville, SC
82
William E. Sellars Director; Member of 1970 President, C. W. Haynes and Company,
Columbia, SC Executive and Compensation Inc. (mortgage banking and real estate)
71 Committees
Henry F. Sherrill (5) Director; Member of 1970 Attorney; Partner, Sherrill and
Columbia, SC Executive Committee; Roof, L.L.P. (attorneys)
73 General Counsel
J. A. Stanley Director; Member 1970 Retired banker; Secretary and Treasurer,
Lake View, SC of Audit Committee Carpostan Industries, Inc.
66 (textile manufacturer)
- --------------------------
(1) The term "Year First Elected" refers to the year in which each director
was originally elected to the Board of Directors of Bancorp and/or the
Bank. Bancorp was formed in 1982 to be the holding company of the Bank
(which was chartered in 1970). Service prior to 1970 of several
directors on the Boards of various merging banks or predecessors of the
Bank is not shown above.
(2) 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.
10
<PAGE>
(3) Robert B. Haynes and Wycliffe E. Haynes are brothers.
(4) Carmen P. Holding is the niece of Frank B. Holding.
(5) Henry F. Sherrill served as general counsel to Bancorp and the Bank
prior to and during 1995, which relationship is expected to continue
through 1996. During 1995, Bancorp and the Bank paid $98,383 in legal
fees to Mr. Sherrill's law firm, Sherrill and Roof, LLP. Prior to
February 1995, Mr. Sherrill was an attorney with the law firm of
Sherrill & Rogers, P.C.
THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE THEIR SHARES
IN FAVOR OF THE 25 NOMINEES LISTED ABOVE.
Directors' Fees
Each director who is not an executive officer of Bancorp or the Bank
receives $100 for attendance at each meeting of Bancorp's Board and $250 for
attendance at each meeting of the Bank's Board, and $100 for attendance at each
meeting of a committee held on a day other than the date of a Board meeting.
Meetings and Committees of the Boards of Directors
Bancorp's and the Bank's Boards of Directors held five meetings in
1995. All directors attended at least 75% of the aggregate number of meetings of
the Boards of Directors and the committees on which they served, with the
exception of Directors C. Haltiwanger, W. Hancock, C. Holding, D. Jordan and T.
Lane.
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 or any other committee
performing an equivalent function.
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 1995.
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 1995, the Compensation Committee held
two meetings.
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
$2,809 per month by the Bank during 1995 for Mr. Sellars' management services to
the Bank. It is expected that this reimbursement arrangement will continue in
1996 under substantially the same terms as applied during 1995.
11
<PAGE>
Mr. Broadrick, a director of Bancorp and the Bank and the Chairman of
the Compensation Committee, also is a director and Chairman of the Executive
Committee of First-Citizens Bank & Trust Company, Raleigh, North Carolina
("FCB/NC"), and its holding company, First Citizens BancShares, Inc.
("BancShares"). During 1995, Mr. Broadrick also served as a member of
BancShares' Cash Incentive Plan Committee. He was President of both BancShares
and FCB/NC prior to his retirement in 1987. He also has served as a consultant
to FCB/NC since his retirement, which relationship is expected to continue
through 1996.
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, 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 1995, 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 1995. 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 1995, Mr. Miller's salary was increased to $167,917.
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
Executive Officers
The following persons have been designated as "executive officers" of
Bancorp or the Bank by the appropriate Board of Directors. Except as noted, each
executive officer has served for the past five years in the capacities indicated
below:
12
<PAGE>
</TABLE>
<TABLE>
<CAPTION>
Name Age Position
<S> <C> <C>
E. Hite Miller, Sr. 70 Chairman of the Board and Chief
Executive Officer of Bancorp and Bank
since January 1993 (formerly also
President from January 1993 to April
1994); formerly Senior Vice President and
Regional Administrator of Bank
Frank B. Holding 67 Vice Chairman since January 1993
(formerly President) of Bancorp and Bank
Jim B. Apple 43 President and Chief Operating Officer of
Bancorp and Bank since April 1994
(formerly Executive Vice President); prior
to that, President and Chief Executive
Officer of Republic National Bank,
Columbia, S.C.
Jay C. Case 54 Treasurer and Chief Financial Officer of
Bancorp and Bank; Executive Vice
President of Bank since October 1995
(formerly Senior Vice President);
Controller of Bank; President and
Treasurer, Wateree Life Insurance
Company and Wateree Agency, Inc.
E. W. Wells 53 Secretary of Bancorp and Bank;
Senior Vice President of Bank
Charles S. McLaurin, III 57 Executive Vice President of Bank since
July 1995 (formerly Senior Vice President
and Regional Supervisor)
William K. Brumbach, Jr. 53 Senior Vice President and
Trust Director of Bank
Charles D. Cook 52 Senior Vice President and Commercial
Lending Director of Bank
Edgar L. Prosser 42 Senior Vice President and Consumer
Lending Director of Bank since April
1995 (formerly Vice President and
Consumer Loan Manager)
Janis B. Summers 45 Senior Vice President of Bank since April
1994 (formerly President, First Citizens
Mortgage Corporation of SC from 1992
until its merger into the Bank in 1995
prior to that, Executive Vice President)
Mike E. Toole 42 Audit Director of Bank since October
1993 (formerly Internal Auditor)
</TABLE>
13
<PAGE>
Executive Compensation
The following table shows, for 1995, 1994 and 1993, the cash and
certain other compensation paid to or received or deferred by each of the four
most highly compensated executive officers of Bancorp and the Bank in all
capacities in which they served.
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
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. 1995 167,917 -0- -0- -0- -0- -0- 6,750
Chairman and
Chief Executive
Officer (3)
1994 155,000 -0- -0- -0- -0- -0- 6,750
1993 140,000 -0- -0- -0- -0- -0- 6,356
Jim B. Apple 1995 146,250 -0- -0- -0- -0- -0- 6,697
President and
Chief Operating 1994 135,000 -0- -0- -0- -0- -0- 6,191
Officer (4)
1993 69,038 - - - - - 2,130
Jay C. Case 1995 137,500 -0- -0- -0- -0- -0- 6,244
Executive Vice
President and
Chief Financial
Officer
1994 130,000 -0- -0- -0- -0- -0- 5,906
1993 120,555 -0- -0- -0- -0- -0- 5,479
Charles S. 1995 118,380 -0- -0- -0- -0- -0- 5,427
McLaurin, III
Executive Vice
President
1994 113,282 -0- -0- -0- -0- -0- 5,191
1993 108,925 -0- -0- -0- -0- -0- 4,988
</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.
14
<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
Compensation 15 Years 20 Years 25 Years 30 Years 35 Years 40 Years 45 Years
<S> <C> <C> <C> <C> <C> <C> <C>
$ 50,000 $ 11,186 $ 14,915 $ 18,644 $ 22,373 $ 26,101 $ 29,101 $ 29,101
75,000 18,124 24,165 30,206 36,248 42,289 46,789 46,789
100,000 25,061 33,415 41,769 50,123 58,476 64,476 64,476
125,000 31,999 42,665 53,331 63,998 74,664 82,164 82,164
150,000 38,936 51,915 64,894 77,873 90,851 99,851 99,851
175,000 45,874 61,165 76,456 91,748 107,039 117,539 117,539
200,000 52,811 70,415 88,019 105,623 120,000 120,000 120,000
225,000 59,749 79,665 99,581 119,498 120,000 120,000 120,000
</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, 1996, for each of the named executive officers
are as follows: Mr. Miller - 48 years and $129,474; Mr. Apple - 3 years and
$140,625; Mr. Case - 21.5 years and $122,812; Mr. McLaurin - 31 years and
$109,622. The estimated benefits in the table above reflect the $120,000 limit
on benefits permitted by tax laws for a participant retiring in 1996. 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.
15
<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, 1991,
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
(The Performance Graph appears here. See the table below for plot points.)
Year + Bancorp o Nasdaq Banks * Nasdaq-US
1990 $100 $100 $100
1991 126 164 161
1992 161 239 187
1993 192 272 215
1994 209 271 210
1995 230 404 296
16
<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 1995. 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 (5) to the table listing directors under the caption "PROPOSAL
2: ELECTION OF DIRECTORS".
During 1995, the Bank reimbursed First-Citizens Bank & Trust Company,
Raleigh, North Carolina ("FCB/NC"), $7,185 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 1996 under substantially the same
terms as applied during 1995; however, the amount of the Bank's reimbursement to
FCB/NC has been increased to $7,544 per month for 1996.
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 1996.
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 TELEPHONED OR 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, TELEPHONE: 803-733-2003.
SHAREHOLDER PROPOSALS
Shareholder proposals intended to be presented at the 1997 Annual
Meeting must be received at Bancorp's principal executive office in Columbia,
South Carolina, by November 29, 1996, in order to be included in the proxy
materials for such Annual Meeting. It is anticipated that the 1997 Annual
Meeting will be held during April 1997.
17
<PAGE>
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 22, 1996
18
<PAGE>
*******************************************************************************
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 15,
1996, 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 24, 1996, or at any
adjournments thereof.
The undersigned hereby directs that shares represented by this
proxy be voted as follows:
<TABLE>
<CAPTION>
<S> <C>
1. FIXING THE NUMBER OF DIRECTORS: Proposal to set the number of directors
to be elected at 25.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
2. ELECTION OF DIRECTORS:
[ ] FOR all nominees listed below [ ] WITHHOLD AUTHORITY to vote for
(except as indicated otherwise) all nominees listed below.
</TABLE>
Nominees: J. B. Apple; R. W. Blackmon; G. H. Broadrick; T. E.
Brogdon; 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 ___________________, 1996 ______________________________________(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
