<PAGE> 1
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:
<TABLE>
<S> <C>
/ / Preliminary Proxy Statement / / Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
/x/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to sec.240.14a-11(c) or sec.240.14a-12
</TABLE>
Frontier Financial Corporation
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/x/ No fee required
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
<PAGE> 2
FRONTIER FINANCIAL CORPORATION
332 S.W. EVERETT MALL WAY
P. O. BOX 2215
EVERETT, WASHINGTON 98203
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
MARCH 14, 1997
TO THE SHAREHOLDERS OF FRONTIER FINANCIAL CORPORATION
The 1997 annual meeting of shareholders of Frontier Financial Corporation will
be held at Everett Golf & Country Club, 1500 52nd Street, Everett, Washington on
Thursday, April 17, 1997, at 7:30 p.m. for the following purpose:
(1) To elect fourteen (14) directors to serve until the next annual meeting
of shareholders, and until their successors have been elected and shall have
qualified.
(2) To act on such other matters as may properly come before the meeting.
Only shareholders of record at the close of business on March 12, 1997, and
certain beneficial owners, shall be entitled to notice of and to vote at the
meeting and/or any adjournment thereof.
Whether or not you plan to attend the meeting, you may vote by completing,
signing, dating, and promptly returning the accompanying proxy in the enclosed
postage-paid envelope. Your proxy may be revoked at any time prior to the time
it is voted.
By Order of the Board of Directors
/s/ JAMES F. FELICETTY
James F. Felicetty
Secretary/Treasurer
Everett, Washington
March 14, 1997
PLACE AND TIME OF Everett Golf & Country Club
ANNUAL MEETING: 1500 52nd Street
Everett, Washington
April 17, 1997, 7:30 p.m.
<PAGE> 3
FRONTIER FINANCIAL CORPORATION
332 S.W. Everett Mall Way
P. O. Box 2215
Everett, Washington 98203
- --------------------------------------------------------------------------------
PROXY STATEMENT
- --------------------------------------------------------------------------------
This proxy statement is furnished in connection with the solicitation by the
Board of Directors of Frontier Financial Corporation ("the Corporation"). The
proxy is to be voted at the annual meeting of the shareholders of the
Corporation on Thursday, April 17, 1997, at 7:30 p.m. at the Everett Golf and
Country Club, 1500 52nd Street, Everett, Washington, and any adjournment
thereof. If the enclosed proxy is properly completed in the appropriate spaces,
signed, dated, and returned, it will be voted as specified in the proxy. If no
specification is made on the proxy, it will be voted at the discretion of the
proxy holders in accordance with the recommendations of management on all
matters as may properly come before the meeting or any adjournment thereof. A
shareholder granting the enclosed proxy may revoke it prior to its exercise by
voting at the meeting in person, or by giving notice of his or her revocation of
the proxy to the Corporation's Secretary at the address shown on the Notice of
Meeting.
All costs of the solicitation of the proxies will be borne by the Corporation.
These proxy materials, together with the 1996 Annual Report to Shareholders,
were first mailed to shareholders of record on or about the 14th day of March,
1997.
- --------------------------------------------------------------------------------
PURPOSE OF THE MEETING
- --------------------------------------------------------------------------------
At the annual meeting, shareholders will be asked:
(1) To elect fourteen (14) directors to serve until the next annual meeting
of shareholders, and until their successors have been elected and shall have
qualified.
(2) To act on such other matters as may properly come before the meeting.
- --------------------------------------------------------------------------------
OUTSTANDING VOTING SECURITIES AND VOTING RIGHTS
- --------------------------------------------------------------------------------
As of March 1, 1997, the Corporation had 6,836,876 shares of Common Stock
("stock") outstanding, which represents the only class of stock of the
Corporation, and the only class of securities entitled to vote at the annual
meeting. However, as a result of a 7% stock dividend payable March 17th, 1997,
there will be approximately 7,315,500 shares entitled to vote at the meeting.
Each share of stock is entitled to one (1) vote. A majority of the outstanding
stock of the Corporation represented at the meeting in person or by proxy shall
constitute the quorum of shareholders necessary to transact business.
Only shareholders of record at the close of business on March 12, 1997, and
certain beneficial owners will be entitled to notice of and to vote in person at
the meeting and/or any adjournment thereof.
Page 1
<PAGE> 4
- --------------------------------------------------------------------------------
ELECTION OF DIRECTORS
- --------------------------------------------------------------------------------
The Board of Directors of the Corporation, in accordance with the Corporation's
bylaws, has fixed the number of directors to be elected at the annual meeting at
fourteen (14). At the last annual meeting, thirteen (13) directors were elected,
however, during 1996 two directors resigned. In addition to replacing those two
directors, management and the Board recommend the addition of one other member,
to bring the total number of directors to fourteen (14). Management and the
Board recommend the election of the nominees listed below to serve until the
next annual meeting and until their successors shall have been elected and
qualified.
In the event any nominee should not continue to be available for election, the
discretionary authority provided in the proxy will be exercised to vote for the
reminder of those nominated or for such other person or persons as may be
designated by the Board. The Board is not presently aware of any circumstances
that would render any nominee unavailable for election to serve as a director.
All of the nominees named below are members of the present Board of Directors of
the Corporation. All nominees have been engaged in the described principal
occupation during the past five (5) years.
<TABLE>
<CAPTION>
Year first Principal occupation and
became a certain other
Name Age director Directorships
- ------------------- --- ---------- -----------------------------
<S> <C> <C> <C>
Robert J. Dickson 63 1978 President and Chief Executive
Officer, the Corporation
and the Bank
David A. Dujardin 65 1978 President, Dujardin
Custom Homes
Edward D. Hansen 57 1978 Mayor of Everett; President,
Golf N.W.
William H. Lucas 69 1978 Chiropractor
James H. Mulligan 65 1989 President, Emerald Development
Company, Inc.
Edward J. Novack 70 1978 Attorney
J. Donald Regan 72 1983 Retired dairyman
Roger L. Rice 74 1978 Retired dentist
</TABLE>
(continued on the following page)
Page 2
<PAGE> 5
<TABLE>
<CAPTION>
Year first Principal occupation and
became a certain other
Name Age director Directorships
- ------------------- ---------------- -------------- -----------------------
<S> <C> <C> <C>
Roy A. Robinson 69 1978 President, Roy Robinson
Chevrolet
William J. Robinson 53 1978 Partner, Robinson Properties
and Investments
Edward C. Rubatino 66 1978 President, Rubatino Refuse
Removal, Inc.
</TABLE>
At this meeting, the following three individuals will seek their first term as
directors of the Corporation:
Lucy DeYoung. Ms. DeYoung has an extensive background in public and private
finance and consulting. Ms. DeYoung has held many financial management positions
with the State of Washington, First National Bank of Chicago, Northern Trust
Company, and has been President of her own consulting firms. She is currently
CFO for TKMC, Inc. in Woodinville. Ms. DeYoung holds a B.A. from the University
of Puget Sound, and a Masters of Management (M.B.A.) degree from Northwestern
University, with a major emphasis in finance and accounting.
Darrell J. Storkson. Mr. Storkson is a native of Everett, graduating from
Everett High School. His first business venture was the purchase of Evergreen
Lanes in Everett in 1966, and subsequently has purchased Riverside Lanes in
Mount Vernon, Imperial Lanes in Seattle, and S & S Amusement Company. Mr.
Storkson is also involved in real estate development. He is a past president of
Everett Golf and Country Club and Washington State Bowling Proprietors.
George E. Barber. Mr. Barber grew up in Seattle, graduating from Shoreline High
School, and Western Washington University with a B.A. in Economics. Mr. Barber
is Chairman of First Western Investments, headquartered in Edmonds, which he
founded in 1983. He currently serves on the South County Advisory Board of
Frontier Bank, and is a director of Commonwealth Land Title of Snohomish County
and Crista Ministries.
IT IS THE INTENTION OF THE PERSON NAMED IN THE PROXY TO VOTE FOR THE ELECTION OF
THE NOMINEES ABOVE.
The affirmative vote of the majority of the shares of the Corporation's
outstanding stock shall be necessary in order for a nominee to be elected a
director of the Corporation. The vote is counted as one vote for each
outstanding share. Cumulative voting for directors is not permitted. Abstentions
from voting have the same effect as a no vote.
The Corporation's Board of Directors, once elected by the shareholders, will
appoint members of the Board of Directors of Frontier Bank and FFP, Inc. The
present Board of Directors of the Corporation has recommended that the above
individuals be appointed Directors of Frontier Bank and FFP, Inc.
Page 3
<PAGE> 6
- --------------------------------------------------------------------------------
DIRECTOR'S MEETINGS AND COMMITTEES
- --------------------------------------------------------------------------------
The Board of Directors of the Corporation held eight formal meetings in 1996.
However, since the Boards of the Bank and the Corporation are the same, the
directors at each Board meeting of the Bank, of which 12 were held in 1996,
review the financial records of the Corporation. The Bank's Board of Directors
has established certain standing committees, including the Audit Committee, and
Personnel Committee.
Audit Committee. The main function performed by the Audit Committee includes
making or causing to be made suitable audits of the Corporation and its
subsidiaries; review with the independent public accountants, the plan, scope,
and results of the audit engagement; review of the Federal Deposit Insurance
Corporation and State examination reports, and reviewing the adequacy of
internal accounting systems and controls. The results of the audits and
recommendations are reported to the full Boards of Directors of the Corporation
and the Bank. The membership of the Audit Committee during 1996 was Mr. Roger
Rice, Chairman of the committee, Mr. Dujardin, Mr. Novack, Mr. Regan, and Mr.
Rubatino. The committee held six meetings in 1996.
Personnel Committee. The functions of the Personnel Committee include
establishment of policies with respect to the compensation of officers and
employees of the Corporation and its subsidiaries. During 1996, the members of
the Personnel Committee were Mr. Novack, Chairman of the committee, Mr. Dickson,
Mr. Hansen, Mr. Lucas, Mr. Mulligan, and Mr. Roy Robinson. The Committee held
one meeting in 1996.
No Nominating Committee has been established.
- --------------------------------------------------------------------------------
STOCK OWNERSHIP OF OFFICERS AND DIRECTORS
- --------------------------------------------------------------------------------
The beneficial ownership by officers and directors of the Corporation's stock,
and the percentages of such ownership to the total amount of the Corporation's
stock outstanding as of December 31, 1996, is set forth in the following table:
<TABLE> <CAPTION>
Percentage of
Name of Number of Common Shares Outstanding
Beneficial Owner Beneficially Owned (1) Stock
- ------------------------ -------------------------- ---------------
<S> <C> <C>
Incumbent Directors:
Robert J. Dickson 273,227 4.00%
David A. Dujardin 20,216 0.30%
Edward D. Hansen 113,628 1.66%
William H. Lucas 43,238 0.63%
James H. Mulligan 70,637 1.03%
Edward J. Novack 114,248 1.67%
</TABLE>
(Continued on the following page)
- ----------
(1) Includes shares, if any, held by spouse, held by or for the benefit of the
director or one or more members of the immediate family.
(2) Includes 17,372 shares to which Mr. Dickson has the right to acquire by
virtue of options granted pursuant to the Corporation's Stock Option Plan.
Page 4
<PAGE> 7
<TABLE>
<CAPTION>
Percentage of
Name of Number of Common Shares Outstanding
Beneficial Owner Beneficially Owned Stock
- ------------------------ -------------------------- ---------------
<S> <C> <C>
J. Donald Regan 91,712 1.34%
Roger L. Rice 88,751 1.30%
Roy A. Robinson 101,618 1.49%
William J. Robinson 124,444 1.82%
Edward C. Rubatino 110,372 1.62%
All directors and officers
as a group (18 in number) (3) 1,253,563 18.35%
</TABLE>
As of March 1, 1997, there was no individual or entity known to the Corporation
to be the beneficial owner of more than 5% of the outstanding shares of its
stock.
- --------------------------------------------------------------------------------
EXECUTIVE OFFICERS
- --------------------------------------------------------------------------------
The following table shows the name of each executive officer of the Corporation,
his age, and the offices he holds with the Corporation, and Frontier Bank. All
offices are held at the discretion of the Board of Directors.
<TABLE>
<CAPTION>
Name Age Office and year Assumed Office
- -------------------- --------- ----------------------------------
<S> <C> <C>
Robert J. Dickson 63 President and Chief Executive
Officer of the Corporation (1983)
and Frontier Bank (1978)
James F. Felicetty 53 Secretary and Treasurer of
the Corporation (1983)
F. Earl Carey 63 Vice President of the Corporation
(1985) and Senior Vice President
of Frontier Bank (1986)
</TABLE>
- ----------
(3) Includes 26,771 shares to which persons in the group (corporate officers,
Chief Operating Officer, and Functional Managers of the Bank) have the
right to acquire by virtue of options granted pursuant to the Corporation's
Stock Option Plan.
Page 5
<PAGE> 8
- --------------------------------------------------------------------------------
COMPENSATION OF EXECUTIVE OFFICERS
- --------------------------------------------------------------------------------
The following tables and related notes set forth the cash and noncash
compensation paid during the fiscal year ended December 31, 1996 by the
Corporation to the most highly compensated executive officers of the Corporation
and subsidiaries whose cash compensation exceeded $100,000.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------
Annual Compensation Long-term Compensation
---------------------------------- -----------------------------
Awards Payoffs
------------------- -------
Restricted All
Other annual stock Options LTIP other
Name and Principal Year Salary Bonus compensation Awards SAR's Payouts Compen-
Position ($) ($) ($) (1) ($) (#) ($) sation
(a) (b) (c) (d) (e) (f) (g) (h) (i)
- ------------------ ---- -------- -------- ------------ ---------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Robert J. Dickson 1996 $225,000 $111,416 $75,765 3,200
------------------------------------------------------------------------------------
President & CEO 1995 200,000 83,118 72,963 3,500
------------------------------------------------------------------------------------
1994 205,284 55,632 55,065 2,000
------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
OPTION/SAR GRANTS IN LAST FISCAL YEAR
- --------------------------------------------------------------------------------------------------------------------
Individual Grants
- ------------------------------------------------------------------------
Percent of Potential realizable Alternative
total value at assumed annual to (f) & (g)
options/ rate of stock price apprec- grant date
SAR's iation for option term(2) value
Options/ granted to
SAR's employees Exercise or -----------------------------------------
Name and Principal granted in fiscal base price Expiration Grant date
Position (#) year ($/Sh) date 5% ($) 10% present value
(a) (b) (c) (d) (e) (f) (g) (h)
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Robert J. Dickson
President & CEO 3,200 25.3 31.00 2006 $43,670 $110,669 N/A
====================================================================================================================
</TABLE>
- ----------
(1) Does not include earnings on prior years contributions to retirement plans.
(2) After taxes using a 30% rate.
Page 6
<PAGE> 9
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND FY-END
OPTION/SAR VALUES
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------
Value of
Number of unexercised
unexercised in-the-money
options/SAR's options/SAR's
at fiscal year-end at fiscal
(1) (#) year-end ($)
Shares Value ---------------------------------------
Name and Principal acquired on realized Exercisable/ Exercisable/
Position exercise (#) ($) unexercisable unexercisable
(a) (b) (c) (d) (e) (1)
- --------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Robert J. Dickson
President & CEO 2,859 $49,440 17,372/3,200 $176,422/-0-
============================================================================================
</TABLE>
In the table above, the shares exercised were granted in 1989 and 1990 at the
price of the stock at that time. Any shareholder who purchased stock at that
time would have the same value realized in their holdings, depending on their
tax bracket.
- --------------------------------------------------------------------------------
BOARD COMPENSATION (PERSONNEL) COMMITTEE REPORT
- --------------------------------------------------------------------------------
In setting the compensation of the CEO, the Compensation Committee considers the
performance of the Corporation versus the peer group, the return to
shareholders, and a comparison level of compensation paid by other similar size
financial Corporations. In setting Mr. Dickson's compensation, the Compensation
Committee adhered to the above policies, and in particular they took into
consideration the Corporation's increased profits and the increase in the stock
price.
- --------------------------------------------------------------------------------
COMPENSATION (PERSONNEL) COMMITTEE INTERLOCKS
AND INSIDER PARTICIPATIONS
- --------------------------------------------------------------------------------
The following directors were members of the Personnel Committee (Compensation
Committee) during 1996, some of whom had loan transactions with the Bank during
the year, and had outstanding balances at year-end 1996 as follows:
<TABLE>
<CAPTION>
<S> <C>
Robert J. Dickson, Director, President & CEO $ 21,245
Edward D. Hansen, Director 890,071
William H. Lucas, Director 648,513
James H. Mulligan, Director 662,171
Edward J. Novack, Director and Secretary of the Board of the Bank 289,656
Roy A. Robinson, Director $ -0-
</TABLE>
The only director who is an officer of the Bank is Mr. Dickson. The above
directors are not compensated for Personnel Committee meetings.
- ----------
(1) After taxes using a 30% rate.
Page 7
<PAGE> 10
- --------------------------------------------------------------------------------
COMPENSATION OF DIRECTORS
- --------------------------------------------------------------------------------
Directors of the Corporation and Bank, except the President, are not salaried,
but receive a fee of $1,600 for each Bank board meeting attended, and $15,000
annually for all Corporation board meetings. Directors do not receive a fee for
committee meetings. The Chairman of the Board receives an additional fee of $200
for each Bank board meeting attended.
- --------------------------------------------------------------------------------
FIVE YEAR PERFORMANCE COMPARISON
TOTAL CUMULATIVE RETURN TO SHAREHOLDERS
- --------------------------------------------------------------------------------
The graph below provides an indicator of cumulative shareholders returns for the
Corporation as compared with the S&P 500, and the Major Regional Banks (MRB)
Index.
[CHART]
FIVE YEAR PERFORMANCE COMPARISION CHART
<TABLE>
<CAPTION>
Base year 1989 = 100 1992 1993 1994 1995 1996
- -------------------- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
S&P 500 7.62% 10.01% -1.54% 37.58% 22.98%
Index 136.06 149.68 147.37 202.75 249.34
Major Regional Banks (1) 27.34% 5.37% -8.83% 57.53% 36.67%
Index 162.49 171.21 156.10 245.90 335.78
Frontier Financial
Corporation (FFC) 19.09% 37.50% 58.40% 20.80% 18.07%
Index 218.95 301.06 476.88 576.07 680.13
</TABLE>
Assumes $100 invested on December 31, 1989 in Frontier common stock, the S&P 500
index, and in the S&P Major Regional Banks index (MRB).
- ----------
(1) This peer group comprises 21 of the largest regional banks in the United
States, and all but two of the banks do not compete directly with Frontier, and
the two banks that do are much larger. Those banks that are members of the group
are as follows: Banc One Corp; Bank Boston; Bank New York; Boatman's Bcshs;
Comerica, Inc.; Corestates Finl; Fifth Third Banc; First Bank Sys; First Union
Corp.; Fleet Finl Group; Keycorp; Mellon Bank Corp.; Nationsbank Corp.; Natl
City Corp.; Norwest Corp.; PNC Bank Corp.; Republic NY Corp.; Suntrust Banks;
U.S. Bancorp; Wachovia Corp.
Page 8
<PAGE> 11
- --------------------------------------------------------------------------------
MISCELLANEOUS TRANSACTIONS
WITH DIRECTORS AND OFFICERS
- --------------------------------------------------------------------------------
The Corporation's subsidiary has as banking customers many of the Corporation's
directors and officers, as well as the businesses with which they are
associated. All loans made to such persons and entities during the past year
were made in the Bank's ordinary course of business and on substantially the
same terms, including interest rates and collateral, as those prevailing at the
time of comparable transactions with other persons. These loans do not involve
more than a normal risk of collectability, nor do they present any other
unfavorable feature.
- --------------------------------------------------------------------------------
FINANCIAL INFORMATION
- --------------------------------------------------------------------------------
The Corporation's 1996 Annual Report, which contains the Corporation's financial
statements, is being sent to the shareholders with this Proxy Statement, and is
hereby incorporated by reference in its entirety.
- --------------------------------------------------------------------------------
RELATIONSHIP WITH INDEPENDENT ACCOUNTANTS
- --------------------------------------------------------------------------------
The independent public accounting firm of Moss Adams audited the Corporation's
consolidated financial statements for the year 1996, and has been similarly
engaged in 1997.
Representatives from Moss Adams are expected to be present at the Annual Meeting
of Shareholders, and given the opportunity to make a statement if they desire to
do so. They will be available to respond to appropriate questions.
- --------------------------------------------------------------------------------
OTHER BUSINESS
- --------------------------------------------------------------------------------
The Board of Directors of the Corporation is not presently aware of any other
business to come before the Annual Meeting, and as of the date of the
preparation of this Proxy Statement, no shareholder has submitted to the Board
any proposal to be acted on at the meeting. If any matters come before the
meeting, not referred to in the enclosed Proxy, including matters incident to
the conduct of the meeting, the proxy holders will vote the shares represented
by the proxies in accordance with their best judgment.
- --------------------------------------------------------------------------------
SHAREHOLDER PROPOSALS FOR
1998 ANNUAL MEETING
- --------------------------------------------------------------------------------
In order for shareholder proposals to be included in the 1998 proxy materials,
and considered at the 1998 Annual Meeting of Shareholders, proposals must be
received by the Secretary of the Corporation at the address shown on the Notice
of Meeting no later than November 14, 1997.
Page 9
<PAGE> 12
IT IS EXTREMELY IMPORTANT THAT YOUR VOTE BE COUNTED AT THIS MEETING.
THE ENCLOSED PROXY SHOULD BE COMPLETED, DATED, SIGNED, AND RETURNED IN
THE ENCLOSED ENVELOPE, FOR WHICH POSTAGE HAS BEEN PAID. PROMPT MAILING OF
THE PROXY WILL BE APPRECIATED.
By Order of the Board of Directors,
/s/ JAMES F. FELICETTY
James F. Felicetty, Secretary
The Corporation will furnish without charge to any shareholder submitting a
written request, a copy of the Corporation's Form 10-K Annual Report for 1996 to
the Securities and Exchange Commission, including the financial statements and
schedules thereto. Such written request should be addressed to James F.
Felicetty, Secretary/Treasurer, Frontier Financial Corporation, 332 S.W. Everett
Mall Way, P. O. Box 2215, Everett, Washington 98203
Page 10
<PAGE> 13
PROXY
This proxy is solicited by the Board of Directors
FRONTIER FINANCIAL CORPORATION
PROXY FOR 1997 ANNUAL MEETING OF SHAREHOLDERS
The undersigned, having received the Notice of Meeting and Proxy Statement dated
March 14, 1997, hereby appoint Robert J. Dickson and William J. Robinson, and
each of them, proxies of the undersigned, with full power of substitution, to
attend the 1997 annual meeting of the shareholders of the Corporation to be held
at Everett Golf and Country Club, Everett, Washington, on Thursday, April 17,
1997, at 7:30 p.m., and any adjournment or adjournments thereof, and thereat to
vote as designated below, all of the shares of stock of the undersigned in the
Corporation which the undersigned would be entitled to vote if personally
present, as follows:
(1) To elect Directors to serve until the next annual meeting.
[ ] FOR ALL nominees listed below.
[ ] WITHHOLD AUTHORITY to vote for ALL nominees
listed below.
[ ] WITHHOLD AUTHORITY to vote for
ANY INDIVIDUAL nominee(s). To
withhold authority to vote for
any individual nominee(s), strike
a line through the nominee's name
in the list below.
George E. Barber Edward J. Novack
Lucy DeYoung J. Donald Regan
Robert J. Dickson Roger L. Rice
David A. Dujardin Roy A. Robinson
Edward D. Hansen William J. Robinson
William H. Lucas Edward C. Rubatino
James H. Mulligan Darrell J. Storkson
(2) In their discretion on any other matters properly coming before
the meeting or any adjournments thereof.
This proxy will be voted as directed, or if no such direction is indicated, it
will be voted in favor thereof.
Dated: , 1997
-------------------
--------------------------------
--------------------------------
--------------------------------
Note: Please date, sign exactly as name or names appear hereon, and return in
the enclosed pre-paid envelope. When signing as Attorney, Executor, Trustee,
Guardian, or Officer of a corporation, please give title as such.
