SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant (X)
Filed by a Party other than the Registrant ( )
Check the appropriate box:
(X) Preliminary Proxy Statement ( ) Confidential, for Use of the
Commission Only (as permitted
by Rule 14a-6(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 Fees (Check the appropriate box):
(X) No fee required.
( ) Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (set forth the
amount on which the filing fee is calculated and state how it
was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
( ) Fee paid previously with preliminary materials
( ) Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
<PAGE>
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 22, 1998
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 1314 Park Street, Columbia, South
Carolina, on Wednesday, April 22, 1998, at 2:30 p.m., for the following
purposes:
(1) To consider a proposal to fix the number of directors to be
elected at 18;
(2) To elect 18 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 13,
1998, 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 20, 1998
<PAGE>
FIRST CITIZENS BANCORPORATION
OF SOUTH CAROLINA, INC.
1230 Main Street
Post Office Box 29
Columbia, South Carolina 29202
Mailing Date: March 20, 1998
------------------------
PROXY STATEMENT
------------------------
Annual Meeting of Shareholders
To Be Held April 22, 1998
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 1314
Park Street, Columbia, South Carolina, on Wednesday, April 22, 1998, at 2:30
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 to be elected at 18 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 __, 1998, 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.
RECORD DATE; VOTE REQUIRED FOR APPROVAL
Only shareholders of record on March 13, 1998, will be eligible to
receive notice of and to vote at the Annual Meeting.
<PAGE>
In the election of directors, the 18 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 __, 1998, 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) 343,141(4) 38.43% 35.73%
Smithfield, NC
Lewis R. Holding 183,209(5) 20.52% 19.08%
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) 3,556(6) 6.79% .37%
Smithfield, NC
$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) 2,268(7) 33.38% .24%
Smithfield, NC
</TABLE>
3
<PAGE>
<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>
No Par Peter M. Bristow 1,257(8) 14.83% .13%
Preferred Columbia, SC
Frank B. Holding(1) 6,107(9) 72.04% .64%
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 directly 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 individually, 26,023 shares held by him as trustee of a
Holding family trust, 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,
may be deemed to be 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 individually. He disclaims beneficial ownership as to
136,721 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, may be deemed to be controlled by him:
First Citizens BancShares, Inc., Raleigh, N.C. (36,042 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 (8,076 shares
held in a fiduciary capacity for the Bank's pension plan). Included in
Frank B. Holding's beneficial ownership are 46,980 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 shown
for George H. Broadrick.
(5) Lewis R. Holding exercises sole voting and investment power as to
92,284 shares held individually. 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 shares held by the following corporations
which, for beneficial ownership purposes, may be deemed to be
controlled by him: Yadkin Valley Company (35,000 shares); Southern
BancShares (N.C.), Inc. (10,938 shares); and First Citizens BancShares,
Inc., Raleigh, N.C. (36,042 shares). Included in Lewis R. Holding's
beneficial ownership are 46,980 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 shown for 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 3,556 shares
shown above and held by his wife and adult children.
(7) 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.
(8) Peter M. Bristow exercises sole voting and investment power as to 1,057
shares of no par preferred stock held individually. He disclaims
beneficial ownership as to an additional 200 shares included above and
held by his wife, who is the daughter of Frank B. Holding. All of such
shares also are included, but disclaimed, in the beneficial ownership
shown above for Frank B. Holding and further described in footnote (9)
below.
(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
(including but not limited to Peter M. Bristow) and a trust of which an
adult daughter is trustee.
4
<PAGE>
OWNERSHIP OF SECURITIES BY MANAGEMENT
As of March __, 1998, 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 216 .02% .02%
Richard W. Blackmon 110 .01% .01%
George H. Broadrick 87,705(2) 9.82% 9.13%
T. E. Brogdon 100 .01% .01%
Charles D. Cook 24 .01% .01%
Laurens W. Floyd 452(3) .05% .05%
William E. Hancock, III 3,768(4) .42% .39%
Robert B. Haynes 38,138(5) 4.27% 3.97%
Wycliffe E. Haynes 38,243(6) 4.28% 3.98%
Lewis M. Henderson 5 .00% .00%
Carmen P. Holding 25,622(7) 2.87% 2.67%
Frank B. Holding 343,141(8) 38.43% 35.73%
Charles S. McLaurin, III 114 .01% .01%
E. Hite Miller, Sr. 8,306(9) .93% .86%
N. Welch Morrisette, Jr. 118 .01% .01%
E. Perry Palmer 800 .09% .08%
William E. Sellars 38,198(10) 4.28% 3.98%
Henry F. Sherrill 2,696 .30% .28%
Jack A. Stanley 200 .02% .02%
Non-Voting Frank B. Holding 18,806(12) 51.65% --
Common(11)
$50 Par Frank B. Holding 3,556(13) 6.79% .37%
Preferred
Dan H. Jordan 367 .70% .04%
$20 Par Jay C. Case 535 7.87% .06%
Preferred
Frank B. Holding 2,268(14) 33.38% .24%
No Par Frank B. Holding 6,107(15) 72.04% .64%
Preferred
</TABLE>
5
<PAGE>
<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>
Non-Voting Frank B. Holding 378(16) 72.00% --
Preferred (11)
Common All directors and executive officers 442,657 49.58% 46.09%
as a group (27 persons)
Non-Voting All directors and executive officers 18,806 51.65% --
Common (11) as a group (27 persons)
$50 Par All directors and executive officers 5,027 9.61% .52%
Preferred as a group (27 persons)
$20 Par All directors and executive officers 2,922 43.01% .30%
Preferred as a group (27 persons)
No Par All directors and executive officers 6,187 72.99% .64%
Preferred as a group (27 persons)
Non-Voting All directors and executive officers 378 72.00% --
Preferred (11) as a group (27 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, held directly 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 100
shares held individually and as to 300 shares held by him as Trustee of
a revocable living trust for his benefit. 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 individually, 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 may be deemed to
be controlled by Mr. Hancock for beneficial ownership purposes.
(5) Robert B. Haynes exercises sole voting and investment power as to 140
shares held individually. 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 shown for Wycliffe
E. Haynes and William E. Sellars.
(6) Wycliffe E. Haynes exercises sole voting and investment power as to 136
shares held individually. 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 shown for Robert B. Haynes and
William E. Sellars.
(7) Carmen P. Holding exercises sole voting and investment power as to 100
shares held individually. 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 shown for Mr.
Broadrick.
(8) 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."
6
<PAGE>
(9) E. Hite Miller, Sr. exercises sole voting and investment power as
to 230 shares held individually. He exercises shared voting and
investment power as to 8,076 shares held in a fiduciary capacity
in a nominee name by the Trust Department of First-Citizens Bank
and Trust Company of South Carolina for the Bank's pension plan,
which corporation may be deemed to be controlled, for beneficial
ownership purposes, by Mr. Miller; such 8,076 shares also are
included in the beneficial ownership shown for Frank B. Holding.
(10) William E. Sellars exercises sole voting and investment power as
to 200 shares held individually. 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 shown for Robert B. and
Wycliffe E. Haynes.
(11) Bancorp has outstanding 36,409 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.
(12) 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). If such shares were entitled to vote as described
in the preceding footnote, Mr. Holding would exercise shared
voting power as to such shares.
(13) 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."
(14) For a description of the beneficial ownership of $20 par preferred
stock by Frank B. Holding, see footnote (7) of the section of this
Proxy Statement entitled "PRINCIPAL HOLDERS OF VOTING SECURITIES."
(15) For a description of the beneficial ownership of no par preferred
stock by Frank B. Holding, see footnote (8) of the section of this
Proxy Statement entitled "PRINCIPAL HOLDERS OF VOTING SECURITIES."
(16) 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.
Section 16(a) Beneficial Ownership Reporting Compliance
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 during
the previous fiscal year. It has come to Bancorp=s attention that Director
Laurens W. Floyd inadvertently did not file timely a report concerning a sale of
less than 200 shares of common stock during November 1997. 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 18 directors and
management proposes that the number of directors to be elected at the Annual
Meeting be set at 18. Pursuant to the Bylaws and in accordance with South
Carolina law, at any time 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 THE ANNUAL MEETING AT
18.
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 18 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:
7
<PAGE>
<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 Chief 1993 President and Chief Operating Officer of
Columbia, SC Operating Officer; Member of Bancorp and Bank (previously Executive Vice
45 Executive Committee President)
Richard W. Blackmon Director; Member of Executive 1970 Owner, Richard Blackmon Construction Co.
Lancaster, SC Committee (construction and land development)
83
George H. Broadrick Director; Chairman of Audit 1972 Director and retired President, First
Charlotte, NC and Compensation Committees Citizens BancShares, Inc. and
75 First-Citizens Bank & Trust Company,
Raleigh, NC
T. E. Brogdon (2) Director; 1970 Consultant to Bank; retired banker
Lancaster, SC Consultant
65
Laurens W. Floyd Director; Member 1988 President and Chief Executive Officer,
Dillon, SC of Audit Committee Dillon Provision Co., Inc.
69 (wholesale meat distributors)
William E. Hancock, III Director 1976 President, Hancock Buick/BMW Company
Columbia, SC (automobile dealer)
52
Robert B. Haynes (3) Director 1972 Chairman of the Board, Vice President and
Columbia, SC Secretary, C. W. Haynes and Company, Inc.
52 (mortgage banking and real estate)
Wycliffe E. Haynes (3) Director 1972 Vice President and Treasurer, C. W. Haynes
Columbia, SC and Company, Inc.
54 (mortgage banking and real estate)
Lewis M. Henderson (4) Director; Member of Audit 1996 Tax Partner, Tourville, Simpson & Henderson
Columbia, SC Committee (certified public accountants)
44
Carmen P. Holding (5) Director 1992 Director, First Citizens BancShares, Inc.
Atlanta, GA and First-Citizens Bank & Trust Company,
29 Raleigh, NC; former Office Manager,
Interweb, Inc. (web designer and provider);
previously showroom salesperson,
Scalamandre, Inc. (decorative fabrics
manufacturer and wholesaler)
Frank B. Holding (5) Vice Chairman of 1970 Executive Vice Chairman of the Board, First
Smithfield, NC the Board; Chairman of Citizens BancShares, Inc. and
69 Executive Committee First-Citizens Bank & Trust Company,
Raleigh, NC; Vice Chairman, Bancorp and
Bank; Director, Southern BancShares
(N.C.), Inc., Mount Olive, NC
</TABLE>
8
<PAGE>
<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>
Dan H. Jordan Director 1970 Retired farmer and businessman
Nichols, SC
74
E. Hite Miller, Sr. Chairman of the Board and 1980 Chairman of the Board and Chief Executive
Spartanburg, SC Chief Executive Officer; Officer of Bancorp and Bank
72 Member of Executive Committee
N. Welch Morrisette, Jr. Director 1970 Retired attorney
Columbia, SC
76
E. Perry Palmer Director 1993 President and Owner, E. P. Palmer
Columbia, SC Corporation (funeral service)
62
William E. Sellars Director; Member of Executive 1970 President, C. W. Haynes and Company, Inc.
Columbia, SC and Compensation Committees (mortgage banking and real estate)
73
Henry F. Sherrill (6) Director; Member of Executive 1970 Attorney; Partner, Sherrill and
Columbia, SC and Compensation Committees; Roof, LLP (attorneys)
75 General Counsel
Jack A. Stanley Director; Member 1970 Retired banker; Secretary/Treasurer,
Lake View, SC of Audit Committee Carpostan Industries, Inc.
68 (textile manufacturer)
</TABLE>
(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 effective
upon his retirement as an officer of the Bank, in which he
agreed to continue serving as a director.
(3) Robert B. Haynes and Wycliffe E. Haynes are brothers.
(4) Lewis M. Henderson's accounting firm, Tourville, Simpson &
Henderson, performed general, non-audit related accounting
services for the Bank's Trust Department during 1997.
(5) Carmen P. Holding is the niece of Frank B. Holding.
(6) Henry F. Sherrill served as general counsel to Bancorp and the
Bank prior to and during 1997, which relationship is expected
to continue through 1998. During 1997, Bancorp and the Bank
paid $163,966 in legal fees and expenses to Mr. Sherrill's law
firm, Sherrill and Roof, L.L.P. Prior to February 1995, Mr.
Sherrill was an attorney and partner with the law firm of
Sherrill & Rogers, P.C.
THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE THEIR
SHARES IN FAVOR OF THE 18 NOMINEES LISTED ABOVE FOR ELECTION TO THE
BOARD OF DIRECTORS.
9
<PAGE>
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 four meetings in
1997. 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 Carmen P. Holding, who attended 50% of such meetings due to other
business commitments and travel.
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, Lewis M. Henderson, 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 1997.
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 1997, the Compensation Committee held
one meeting.
Compensation Committee Interlocks and Insider Participation
The Compensation Committee currently consists of George H. Broadrick -
Chairman, William E. Sellars and Henry F. Sherrill. Mr. Broadrick also serves as
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"). He was President of both
BancShares and FCB/NC prior to his retirement in 1987. Mr. Broadrick also has
served as a consultant to FCB/NC since his retirement, which relationship is
expected to continue through 1998. Mr. Sellars is an officer of C. W. Haynes and
Company, Inc. ("C. W. Haynes"), which was reimbursed the amount of $4,000 per
month by the Bank during 1997 for Mr. Sellars' management services to the Bank.
It is expected that this reimbursement arrangement will continue in 1998 under
substantially the same terms as applied during 1997, except that the
reimbursement amount paid by the Bank has been increased to $4,500 per month.
Mr. Sherrill, a partner in the law firm of Sherrill and Roof, L.L.P., also
serves as General Counsel of Bancorp and the Bank. For further information on
the nature of the relationship of Sherrill and Roof, L.L.P. with Bancorp and
Bank, please see footnote (6) to the table listing directors of Bancorp under
the caption "PROPOSAL 2: ELECTION OF DIRECTORS."
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.
10
<PAGE>
For 1997, 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 1997. 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 1997, Mr. Miller's salary was increased to $218,750.
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
William E. Sellars
Henry F. Sherrill
11
<PAGE>
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:
<TABLE>
<CAPTION>
Name Age Position
---------------------------------------------- -------------- ---------------------------------------------------
<S> <C> <C>
E. Hite Miller, Sr. 72 Chairman of the Board & Chief Executive Officer
of Bancorp and Bank since January 1993 (formerly
also President from January 1993 to April 1994)
Frank B. Holding 69 Vice Chairman of Bancorp and Bank
Jim B. Apple 45 President and Chief Operating Officer of Bancorp
and Bank since April 1994 (formerly Executive
Vice President)
Jay C. Case 56 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, Wateree Life
Insurance Company and Wateree Agency, Inc.
E. W. Wells 55 Secretary of Bancorp and Bank;
Senior Vice President of Bank
Charles S. McLaurin, III 59 Executive Vice President/Retail Banking Executive
of Bank since July 1995 (formerly Senior Vice
President and Regional Supervisor)
William K. Brumbach, Jr. 55 Senior Vice President and
Trust Director of Bank
Charles D. Cook 54 Senior Vice President and Commercial
Lending Director of Bank
Edgar L. Prosser 44 Senior Vice President and Consumer Lending
Director of Bank since April 1995 (formerly Vice
President and Consumer Loan Manager)
Janis B. Summers 47 Senior Vice President and Mortgage Lending
Director of Bank since April 1994 (formerly
President, First Citizens Mortgage Corporation of
SC)
Mike E. Toole 44 Audit Director of Bank since October 1993
(formerly Internal Auditor)
</TABLE>
12
<PAGE>
Executive Compensation
The following table shows, for 1997, 1996 and 1995, 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
----------------------------------------------------------------------------------------------------------------
Long-Term Compensation
Annual Compensation ---------------------------------
-------------------------------- Payouts
Awards
------------------------ ------ -------------------------------- ---------------------- ----------
Other Re- All
Annual stricted 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. 1997 218,750 -0- -0- -0- -0- -0- 79,758 (4)
Chairman and
Chief Executive
Officer (3) 1996 192,625 -0- -0- -0- -0- -0- 79,346 (4)
1995 167,917 -0- -0- -0- -0- -0- 6,750
Jim B. Apple 1997 193,750 -0- -0- -0- -0- -0- 7,154
President and
Chief Operating 1996 168,375 -0- -0- -0- -0- -0- 6,750
Officer
1995 146,250 -0- -0- -0- -0- -0- 6,697
Jay C. Case 1997 156,600 -0- -0- -0- -0- -0- 7,101
Executive Vice
President and 1996 146,313 -0- -0- -0- -0- -0- 6,642
Chief Financial
Officer 1995 137,500 -0- -0- -0- -0- -0- 6,244
Charles S. 1997 143,606 -0- -0- -0- -0- -0- 6,561
McLaurin, III
Executive Vice 1996 127,875 -0- -0- -0- -0- -0- 5,848
President
1995 118,380 -0- -0- -0- -0- -0- 5,427
Charles D. Cook 1997 101,957 -0- -0- -0- -0- -0- 4,626
Senior Vice President
and Director of 1996 97,304 -0- -0- -0- -0- -0- 4,413
Commercial Lending
1995 93,793 -0- -0- -0- -0- -0- 4,255
</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,
except for the amounts shown for 1997 and 1996 for Mr. Miller, as
explained in footnote (4) below.
(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) The "All Other Compensation" amounts shown for Mr. Miller for 1997 and
1996 are comprised of $72,596 in benefits he received from the Bank's
pension plan for each such year, and $7,163 and $6,750 as the Bank's
contribution on behalf of Mr. Miller to the Bank's Section 401(k)
salary deferral plan for 1997 and 1996, respectively. Although Mr.
Miller remains actively employed as the Bank's chief executive officer,
mandatory pension plan distributions pursuant to federal law began
after he reached age 702 during November 1995.
13
<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 $ 10,840 $ 14,453 $ 18,067 $ 21,680 $ 25,293 $ 28,293 $ 28,293
75,000 17,778 23,703 29,629 35,555 41,481 45,981 45,981
100,000 24,715 32,953 41,192 49,430 57,668 63,668 63,668
125,000 31,653 42,203 52,754 63,305 73,856 81,356 81,356
150,000 38,590 51,453 64,317 77,180 90,043 99,043 99,043
175,000 45,528 60,703 75,879 91,055 106,231 116,731 116,731
200,000 52,465 69,953 87,442 104,930 122,418 125,000 125,000
225,000 59,403 79,203 99,004 118,805 125,000 125,000 125,000
250,000 66,340 88,453 110,567 125,000 125,000 125,000 125,000
</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, 1998, for each of the named executive officers
are as follows: Mr. Miller - 50 years and $137,536; Mr. Apple - 5 years and
$150,313; Mr. Case - 23.5 years and $138,194; Mr. McLaurin - 33 years and
$122,414; and Mr. Cook - 22 years and $94,213. The estimated benefits in the
table above reflect the $125,000 limit on benefits permitted by tax laws for a
participant retiring in 1998. Currently, the limit on compensation that can be
included in calculating benefits is $160,000; however, compensation in excess of
$160,000 is reflected in the estimated annual benefits shown in the table above.
14
<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, 1992,
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
[Performance graph appears here with the following plot points]
YEAR BANCORP NASDAQ BANKS NASDAQ-US
---- ------- ------------ ---------
1992 $100 $100 $100
1993 131 114 115
1994 153 114 112
1995 185 169 159
1996 290 236 209
1997 540 377 240
15
<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 1997. 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 footnotes (4) and (6) to the table listing directors under the caption
"PROPOSAL 2: ELECTION OF DIRECTORS."
During 1997, the Bank reimbursed First-Citizens Bank & Trust Company,
Raleigh, North Carolina ("FCB/NC"), $7,921 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 ("BancShares"). It is expected
that such reimbursement arrangement will continue in 1998 under substantially
the same terms as applied during 1997; however, effective April 1, 1998, the
amount of the Bank's reimbursement to FCB/NC will be increased to $8,159 per
month.
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 1998.
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.
SHAREHOLDER PROPOSALS
Shareholder proposals intended to be presented at the 1999 Annual
Meeting must be received at Bancorp's principal executive office in Columbia,
South Carolina, by November __, 1998, in order to be included in the proxy
materials for such Annual Meeting. It is anticipated that the 1999 Annual
Meeting will be held during April 1999.
16
<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 20, 1998
17
<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 13, 1998,
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 1314 Park Street, Columbia, South Carolina
at 2:30 p.m. on April 22, 1998, or at any adjournments thereof.
<TABLE>
<CAPTION>
The undersigned hereby directs that shares represented by this proxy be voted as follows:
<S> <C>
1. FIXING THE NUMBER OF DIRECTORS: Proposal to set the number of directors to be elected at 18.
[ ] 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.
Nominees: J. B. Apple; R. W. Blackmon; G. H. Broadrick; T. E. Brogdon; L. W. Floyd; W. E. Hancock, III;
R. B. Haynes; W. E. Haynes; L. M. Henderson; C. P. Holding; F. B. Holding; D. H. Jordan;
E. H. Miller, Sr.; N. W. Morrisette, Jr.; E. P. Palmer; 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.
</TABLE>
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.
<PAGE>
Please date and sign exactly as name appears below. When shares are
held by joint tenants, both should sign. When signing as attorney, executor,
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 ___________________, 1998 ______________________________________(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
- --------------------------------------------------------------------------------
<PAGE>
