SCHEDULE 14A INFORMATION
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
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
Rule 14a-11(c) or 14a-12
BT FINANCIAL CORPORATION
(Name of Registrant as Specified in its Charter)
BT FINANCIAL CORPORATION
(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)(1) 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 No.:
____________________________________________
3) Filing Party:
____________________________________________
4) Date Filed:
____________________________________________
BT FINANCIAL CORPORATION
551 Main Street
Johnstown, Pennsylvania 15901
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 13, 1997
Notice is hereby given that the Annual Meeting of
Shareholders of BT Financial Corporation will be held at the
Holiday Inn Downtown-Johnstown, 250 Market Street, Johnstown,
Pennsylvania, on Tuesday, May 13, 1997, at 3:00 p.m., E.D.S.T.,
for the following purposes:
1) To elect four directors of the class whose terms will
expire with the 2001 Annual Meeting;
2) To elect one director of the class whose term will
expire with the 2000 Annual Meeting;
3) To elect one director of the class whose term will
expire with the 1999 Annual Meeting;
4) To elect one director of the class whose term will
expire with the 1998 Annual Meeting;
5) To amend the Amended and Restated Articles of
Incorporation of BT Financial Corporation to increase the
authorized Common Stock from 10,000,000 to 25,000,000 shares; and
6) To transact such other business as may properly come
before the meeting or any adjournments thereof.
The Board of Directors has established the close of business
on March 31, 1997 as the record date for the determination of
shareholders entitled to notice of and to vote at the Annual
Meeting or any adjournments thereof.
ALL SHAREHOLDERS, WHETHER OR NOT THEY EXPECT TO ATTEND THE
MEETING, ARE URGED TO COMPLETE AND SIGN THE ACCOMPANYING PROXY
CARD AND RETURN IT PROMPTLY IN THE ENCLOSED POSTAGE-PAID
ENVELOPE.
By Order of the Board of Directors
/s/ Laura L. Roth
Laura L. Roth
Secretary
April 4, 1997
PROXY STATEMENT
for
Annual Meeting of Shareholders
of
BT FINANCIAL CORPORATION
GENERAL INFORMATION
This Proxy Statement is being mailed on or about April 4,
1997 in connection with the solicitation of the enclosed form of
proxy by the Board of Directors of BT Financial Corporation (the
"Corporation") for use at the Annual Meeting of Shareholders of
the Corporation to be held on Tuesday, May 13, 1997, and at any
adjournment or adjournments thereof.
The Corporation is a Pennsylvania business corporation and
is registered with the Federal Reserve Board as a bank holding
company. Its principal subsidiaries are Johnstown Bank and Trust
Company ("Bank and Trust"), Laurel Bank ("Laurel") and Fayette
Bank ("Fayette"), which are Pennsylvania-chartered bank and trust
companies (the "Banks"), and BT Management Trust Company, a
Pennsylvania-chartered trust company (the "Trust Company"). Such
subsidiaries are referred to herein as "Affiliates".
Shareholders of record at the close of business on March 31,
1997 will be entitled to vote at the Annual Meeting. On that
date, there were outstanding 5,682,215 shares of the
Corporation's Common Stock, par value $5.00 per share. Each
share of Common Stock entitles the holder to one vote on each
matter that may properly come before the meeting. The presence
in person or by proxy of holders of shares entitled to be cast by
all outstanding shares of Common Stock will constitute quorum for
purposes of the meeting.
The enclosed form of proxy indicates the number of full
shares registered in the shareholder's name. It does not include
any shares held for participants in the Dividend Reinvestment
Plan. Full shares held for such participants will be voted by
the Administrator of the Dividend Reinvestment Plan in accordance
with the participant's completed proxy.
Shares may be voted in person or by Proxy. Any person giving
a proxy may revoke it, at any time before it is voted, by giving
written notice to the Secretary of the Corporation. The presence
at the Annual Meeting of a shareholder who has signed a proxy
does not itself revoke that proxy.
Directors are elected by the affirmative vote of a plurality
of the votes cast, and votes may be cast in favor of or withheld
from each director nominee. Votes may not be cumulated in the
election of directors. An affirmative vote of a majority of the
votes entitled to be cast by shareholders present in person or by
proxy at the meeting is required for approval of all other
matters presented. Abstentions, votes withheld and broker non-votes
(described below) are counted in determining whether a
quorum is present. Abstentions with respect to any proposal
other than the election of directors will have the same effect as
votes against the proposal, because approval requires a vote in
favor of the proposal by a majority of the votes entitled to be
cast by shareholders present in person or by proxy at the
meeting. Brokers and nominees holding shares for a beneficial
owner are precluded from exercising their voting discretion with
respect to certain matters to be acted upon and, in the absence
of specific instructions from the beneficial owner of the shares,
will not be empowered to vote the shares on such matters, and
therefore, will have no effect on the outcome of any of such
matters to be voted upon at the meeting. Shares represented by
such broker non-votes will, however, be counted for purposes of
determining whether there is a quorum.
If no instructions are indicated on the proxy, all shares
represented by valid proxies received pursuant to this
solicitation (and not revoked before they are voted) will be
voted (i) for the election of the nominees identified below, (ii)
to amend the Amended and Restated Articles of Incorporation of
the Corporation to increase the authorized Common Stock from
10,000,000 shares to 25,000,000 shares discussed below and (iii)
by the proxies in their discretion on any other matters to come
before the meeting. Shareholders whose shares are held of record
by a broker or other nominee are nevertheless encouraged to fill
in the boxes of their choice on the proxy, as brokers and other
nominees may not be permitted to vote shares with respect to
certain matters for which they have not received specific
instructions from the beneficial owners of the shares.
All expenses of this solicitation, including the cost of
mailing, will be borne by the Corporation. The Corporation will
not pay any compensation for the solicitation of proxies, but
upon request will reimburse banks, brokers, and other nominees,
fiduciaries and custodians for their reasonable expenses incurred
in sending these proxy materials to beneficial owners and
obtaining their instructions. In addition, proxies may be
solicited by directors, officers and management personnel of the
Corporation and its subsidiaries, but no additional compensation
will be paid by the Corporation to such individuals for such
solicitations. Solicitations may be made by mail, telephone,
telegraph or in person.
ELECTION OF DIRECTORS
(Proposal 1)
The Amended and Restated Articles of Incorporation of the
Corporation provide that the Board of Directors shall be divided
into four classes. The directors of each class serve for a term
of four years, and at each Annual Meeting the shareholders elect
the successors to the directors of the class whose terms expire
at the time of such Annual Meeting. In addition, the
shareholders at the Annual Meeting elect directors to fill any
vacancies in the Board of Directors, including vacancies which
have been filled on an interim basis by the directors.
At the forthcoming Annual Meeting, the shareholders will
elect four directors for the class whose terms expire in 1997,
to serve until the 2001 Annual Meeting and until their respective
successors are duly elected and qualified. The shareholders will
also elect one director to serve until the 2000 Annual Meeting,
one director to serve until the 1999 Annual Meeting, and one
director to serve until the 1998 Annual Meeting and until their
respective successors are duly elected and qualified. On June 25,
1996, the Corporation completed a merger with Moxham Bank
Corporation ("Moxham") whereby Moxham was merged directly into
the Corporation. Under the Agreement and Plan of Reorganization,
dated as of January 12, 1996, upon consummation of the merger,
the Board of Directors of the Corporation appointed four
directors of Moxham to serve on the Board. As of May 5, 1997, one
director who was designated by Moxham to serve on the
Corporation's Board of Directors will become 75,the mandatory
retirement age for members of the Board of Directors under the
Corporation's By-Laws, and is ineligible to stand for election to
serve on the Board of Directors.
It is intended that shares represented by the enclosed form
of proxy will be voted for the election of the nominees
identified below, unless authority to so vote is withheld. If
elected, all nominees have agreed and are expected to serve until
the end of their respective terms and until their successors are
duly elected and qualified. However, if any of them becomes
unable to serve for any reason, the persons appointed in the
enclosed proxy may vote for any substitute or substitutes
nominated by the Board of Directors.
Under the Pennsylvania Business Corporation Law of 1988, as
amended, the affirmative vote of a plurality of the votes cast at
an annual meeting of a corporation is required to elect the
directors of that corporation. Accordingly, abstentions and
broker non-votes have no effect on the outcome of the election of
directors. Votes may not be cumulated in the election of
directors.
The following table sets forth certain information about the
nominees for election as directors and about the continuing
directors of the Corporation. Each nominee or director has been
engaged in the principal occupation listed for five years or
more, except as otherwise indicated in the table. There are no
family relationships among the directors, nominees and executive
officers of the Corporation.
Director
Name and Age Since Principal Occupation
- ------------ -------- --------------------
I. Nominees for terms to expire in 2001:
William B. Kania 1989(d) Partner in W. B. Kania &
65 Associates, CPA's, since
1996. Partner in Kania &
Sharpe, CPA's,from 1991 to
1996. Former Proprietor
of William B. Kania,CPA
from 1988 to 1991; Professor
of Business and Economics
at California University of
Pennsylvania from 1961
to 1987.
Robert G. Salathe, Jr.1991(c) Chairman and Chief
67 Executive Officer of Bedford
Valley Petroleum Corporation
and Cumberland Petroleum
Corporation since 1987;
President of LBS Corporation
since 1988; Treasurer of RG's
Food Shops, Inc. since 1990.
William R. Snoddy 1990(d) President of Coolspring Stone
59 Company since 1988; President
of Golden Eagle Construction,
B&L Trucking, Inc., and WRS
Rentals, a real estate rental
company, since 1992;
Secretary-Treasurer of Golden
Eagle Construction from 1970
to 1992.
W. A. Thomas 1980(a) Retired. President and
66 director of Rockwood Holding
Company, Underwriters of
workmen's compensation
insurance from 1981 to 1988.
Chairman of Rockwood Insurance
Company from 1983 to 1988.
II. Nominee for term to expire in 2000:
John C. Cwik 1996 Retired. Physician-Anesthesi-
72 ologist of Conemaugh Memorial
Hospital, since 1954; Clinical
Professor of Anesthesiology,
West Virginia University, since
1975.
III. Continuing Directors whose terms expire in 2000:
Martin L. Bearer 1979(b) Owner, North Cambria Fuel Co.,
71 mining, since 1952.
L. Robert Kimball 1979(b) Chairman and Chief Executive
74 Officer of L. Robert Kimball &
Associates, Inc., and Affiliates,
consulting engineers, since 1995;
President of L. Robert Kimball
& Associates, Inc. and Affiliates,
from 1953 to 1995.
Ethel J. Otrosina 1983(a) Retired. Executive Vice President
71 and Secretary of the Corporation
from 1983 to 1993 and of Bank and
Trust from 1980 to 1993; Secretary
and Assistant Treasurer of the
Trust Company from 1990 to 1993.
IV. Nominee for term to expire in 1999:
Thomas A. Young 1996 Attorney-at-Law, private practice
64 of law, since 1958.
V. Continuing Directors whose terms expire in 1999:
Bruno DeGol 1977(b) Retired. Chairman of The DeGol
74 Organization, distributors of
building materials, from 1959 to
1987.
Louis G. Galliker 1978(a) President of Galliker Dairy
62 Company, dairy products, since
1968.
Gerald W. Swatsworth1970(a) Retired. Chairman and Chief
70 Executive Officer of the
Corporation from 1992 to 1993.
Chairman, President and Chief
Executive Officer of the
Corporation from 1984 to 1992;
Chairman of Bank and Trust from
1984 to 1993; Chief Executive
Officer of Bank and Trust from
1979 to 1993; President of Bank
and Trust from 1970 to 1985.
Rowland H. Tibbott, Jr.1970(b)President and Chief Executive
56 Officer of Tibbott, Inc., a
pharmacy, Wild and Free Nature
Shops and Hallmark Shops holding
company, since 1968.
VI. Nominee for term to expire in 1998:
G. Scott Baton, II 1996 Chairman and Chief Executive
60 Officer of Chestnut Ridge Foam,
since 1986.
VII. Continuing Directors whose terms expire in 1998:
John H. Anderson 1993 Chairman and Chief Executive
46 Officer of the Corporation,
since 1995; Chairman, President
and Chief Executive Officer of the
Corporation from 1993 to 1995;
President and Chief Operating
Officer of the Corporation from
1992 to 1993; Vice Chairman of
the Corporation from 1991 to 1992;
Chairman of Bank and Trust since
1993; President of Bank and Trust
from 1990 to 1991.
Edward L. Mears 1983(b) Retired. Vice President of Mears
69 Enterprises, Inc., mining, from
1980 to 1990; Partner in C & E
Farms since 1980; Partner in
Allegheny Farm Service, Inc. since
1994.
Roger S. Nave 1981(a) Owner-operator of Suburban Real
67 Estate Company, real estate, since
1963; President of DoNan, Inc., a
real estate holding company, since
1979.
(a) Includes service as a director of Bank and Trust before Bank
and Trust became a subsidiary of the Corporation on July 1, 1983.
(b) Includes service as a director of Laurel before Laurel
became a subsidiary of the Corporation on January 1, 1985.
(c) Includes service as a director of Bank and Trust.
(d) Includes service as a director of Fayette.
The Board of Directors recommends that the shareholders vote
FOR the election of each of the foregoing nominees as directors.
MEETINGS AND COMMITTEES
The Board of Directors of the Corporation met fourteen times
in 1996. During the year, each incumbent director named above
attended 75% or more of the aggregate number of: (i) the total
number of meetings of the Board of Directors of the Corporation
and (ii) the total number of meetings of the committees of the
Board of Directors of the Corporation on which he or she served,
except Mr. Salathe due to previous commitments.
The Executive Committee of the Corporation's Board of
Directors met fifteen times in 1996. The Executive Committee
consists of John H. Anderson, Martin L. Bearer, William B. Kania,
L. Robert Kimball, Edward L. Mears, Ethel J. Otrosina, Robert G.
Salathe, Jr., Gerald W. Swatsworth, Committee Chairman, and W. A.
Thomas. The Executive Committee, when the Board of Directors is
not in session, possesses and exercises the power of the Board
except when action by the full Board is specifically required by
statute or the Corporation's By-Laws, and also except such duties
as are specifically withheld by the Board of Directors or
assigned to other committees. The Executive Committee also acts
as the Compensation Committee of the Board of Directors.
The Audit Committee of the Corporation's Board of Directors
met six times in 1996. The members of the Audit Committee are
Bruno DeGol, Louis G. Galliker, Committee Chairman, Roger S.
Nave, William R. Snoddy and Rowland H. Tibbott, Jr. The primary
responsibility of the Audit Committee is to supervise the
internal audit of the Corporation and its subsidiaries and to
determine that they maintain adequate internal controls and
procedures. The Audit Committee also reviews with the
independent public accountants the scope and results of their
annual examination.
The Corporation's Board of Directors does not have a
separate nominating committee or a separate compensation
committee.
DIRECTORS' COMPENSATION
Directors receive an annual retainer fee of $2,500, $525 for
attending each meeting of the Board of Directors of the
Corporation and $400 for attending each meeting of a committee of
the Board. As a director of any Affiliate, each director of the
Corporation also receives $350 for attending each meeting of such
Affiliate's board of directors and $250 for attending each
meeting of a committee of such Affiliate's board of directors.
Employees of the Corporation or any of the Affiliates receive no
compensation for their services as directors.
STOCK OWNERSHIP
Stock Ownership of Certain Beneficial Owners
As of February 18, 1997, no single person or group was known
to the Corporation to be the beneficial owner of more than 5% of
the outstanding Common Stock of the Corporation.
Stock Ownership of Directors and Executive Officers
The following table reflects shares of Common Stock of the
Corporation beneficially owned (or deemed to be beneficially
owned pursuant to the rules of the Securities and Exchange
Commission (the "SEC")) as of February 18, 1997 by each
continuing director of the Corporation, each of the executive
officers named in the Summary Compensation Table below and the
current directors and executive officers of the Corporation as a
group.
Common Stock Amount and
Nature of Beneficial Percent of
Name Ownership 1,2 Common Stock
- ---- -------------------- ------------
John H. Anderson...... 3,353 *
G. Scott Baton, II.... 15,641 *
Martin L. Bearer.... 31,791 *
John C. Cwik....... 34,000 *
Bruno DeGol.... 22,897 *
Louis G. Galliker... 3,889 *
William B. Kania.. 36,274 *
L. Robert Kimball. 24,773 3 *
Edward L. Mears... 30,997 *
Roger S. Nave..... 28,103 *
Ethel J. Otrosina..... 7,404 *
Robert G. Salathe, Jr... 9,018 4 *
William R. Snoddy... 13,747 *
Gerald W. Swatsworth.. 33,010 *
W. A. Thomas.... 6,883 *
Rowland H. Tibbott, Jr... 14,111 *
Nelson G. Wheeler.... 4,184 *
Thomas A. Young...... 7,440 *
Steven C. Ackmann... 1,835 *
Eric F. Rummel..... 1,281 *
Kim Craig....... 568 *
Carl J. Motter, Jr... 7,053 *
All current officers
and directors as a group
(33) persons..... 381,585 6.7%
_______________
1-Unless otherwise indicated, the persons listed herein have sole
voting and investment power as to all shares reported.
2-Includes shares owned by immediate family (wife, minor children
and other relatives sharing the same home) of the respective
persons.
3-The shares listed for Mr. Kimball include (i)22,573 shares for
which he is the record holder and (ii) 2,200 shares beneficially
owned by National Architects & Engineers Insurance Company, a
corporation wholly-owned by Kimball Risk Management Corporation,
for which Mr. Kimball is a shareholder, director and officer.
4-The shares listed for Mr. Salathe include (i) 5,758 shares for
which he is the record holder and (ii) 3,260 shares beneficially
owned by the estate of a family member for which he is the co-executor.
*Represents less than 1% of the Corporation's Common Stock.
EXECUTIVE COMPENSATION
The following summary compensation table shows the
compensation paid by the Corporation and its Affiliates during
the three fiscal years ended December 31, 1994, 1995 and 1996 to
the Chief Executive Officer and the four most highly compensated
executive officers of the Corporation and its Affiliates whose
total annual salary and bonus exceeded $100,000 for the fiscal
year ended December 31, 1996:
SUMMARY COMPENSATION TABLE
--------------------------
ANNUAL COMPENSATION
- ------------------------------------------------------------------
(a) (b) ( c ) (d) (e)
Year Other
Name and Ended Annual
Principal December Salary 1-2 Bonus 3 Compensation
Position 31 ($) ($) ($)
- ----------- ----- -------- ------- ------------
5-J.H. Anderson 1996 $262,005 $17,256 --
Chairman and Chief 1995 229,544 -- --
Executive Officer 1994 179,377 -- --
6-S.C. Ackmann 1996 $189,073 $12,154 --
President and Chief 1995 155,820 -- --
Operating Officer 1994 134,509 -- --
7-E.F. Rummel 1996 $153,515 $10,139 --
Vice Chairman 1995 118,583 -- --
(from July 1, 1996 1994 101,765 -- --
to present) President
and Chief Operating
Officer Bank and Trust
K. Craig 1996 $148,092 $9,270 --
President and Chief 1995 125,395 -- --
Operating Officer 1994 106,075 -- --
Trust Company
C.J. Motter, Jr. 1996 $146,612 -- --
Vice Chairman 1995 138,111 -- --
1994 132,490 -- --
LONG TERM COMPENSATION
----------------------------------------------
AWARDS PAYOUTS
---------------------- -------
(a) (f) ( g ) (h) ( i )
Securities
Restricted Underlying All
Stock Options/ LTIP Other-4
Awards 3 SARs Payouts Compensa-
Name ($) (#) ($) tion ($)
- ---------- --------- ---------- -------- ---------
J.H. Anderson $17,256 -- -- $42,089
-- -- -- 69,933
-- -- -- 35,002
S.C. Ackmann $12,154 -- -- $28,642
-- -- -- 51,281
-- -- -- 31,877
E.F. Rummel $10,137 -- -- $18,520
-- -- -- 2,525
-- -- -- 2,735
K. Craig $9,268 -- -- ($1,855)
-- -- -- 1,104
-- -- -- 174
C.J. Motter, Jr.-- -- -- $4,953
-- -- -- 28,758
-- -- -- 27,193
1-Cash earned and received by executive officers.
2-Some of the executive officers named in the table are furnished
automobiles (or automobile allowances), from which some personal
benefit may be derived. The aggregate cost of the automobiles
(or automobile allowances) does not exceed the lesser of $50,000
or 10% of the aggregate cash compensation paid to each executive
officer. Such costs are considered by the Corporation to be
ordinary, necessary and reasonable expenses in connection with
its business. The Corporation is terminating company-owned
vehicles as vehicle ownership arrangements expire.
3-In 1996, the Corporation adopted a Key Employee Incentive
Compensation Plan pursuant to which certain employees receive an
annual performance bonus award consisting of cash and stock.
4-The Corporation provides the named executive officers with
certain group health, life, medical and other non-cash benefits
generally available to all salaries employees and not required to
be included in this column pursuant to the rules of the SEC. Cost
to fund Supplemental Benefit Plans. The Corporation presently
funds the Supplemental Benefit Plans through the purchase of life
insurance and annuities.
5-Mr. Anderson held the positions of Chairman, President and
Chief Executive Officer from 1993 to October 2, 1995.
6-Mr. Ackmann held the position of Vice Chairman from 1992 to
October 2, 1995.
7-Mr. Rummel held the position of President and Chief Operating
Officer of Laurel Bank from 1991 to October 2, 1995.
SUPPLEMENTAL BENEFIT PLAN
Each of the Corporation, Bank and Trust, Laurel, Fayette and
Trust Company maintains separate but substantially identical
supplemental benefit plans covering designated senior officers of
the Corporation and the Affiliates (the "Supplemental Plans").
The Supplemental Plans became effective in 1994 and, as amended,
and supersede all prior supplemental benefit plans.
Under each Supplemental Plan, a supplemental retirement
benefit is payable to each Executive (as defined in the
Supplemental Plans) upon normal retirement after age 65 or in a
reduced amount if the Executive elects early retirement after age
55. The amount of the individual supplemental retirement benefit
payable to each Executive is calculated based upon the
Executive's annual base salary for a specified period preceding
the Executive's retirement, subject to certain adjustments. The
maximum annual supplemental benefit payable on a monthly basis,
however, may not exceed 70 percent of the Executive's annual base
salary at retirement, less (a) payments made under the
Corporation's Employees Retirement Plan, (b) 50 percent of the
Executive's primary insurance benefit under Social Security, and
(c) any monthly payments to the Executive under the Moxham Bank
Corporation Executive Retirement Plan ("Moxham Plan"). If,
however, the Executive receives a lump sum payment under the
Moxham Plan, the Executive will not receive any supplmental
retirement payments until the aggregate amount of such payments
exceeds the amount of the lump sum payment. If each Executive
remains with the Corporation until age 65 and based upon December
31, 1995 calculations, Messrs. Anderson, Ackmann, Rummel and
Motter would be entitled to receive annual supplemental
retirement benefits under the Supplemental Plans as follows: Mr.
Anderson, $151,300, Mr. Ackmann $99,800, Mr. Rummel $58,900, and
Mr. Motter, $30,800. If an Executive is eligible for and elects
early retirement after attaining age 55, the Executive's annual
supplemental retirement benefit is subject to reduction by 5
percent for each year or part thereof between age 65 and the
Executive's age at early retirement.
Retirement benefits under the Supplemental Plans are payable
monthly for the longer of the lifetime of the Executive or ten
years, unless one of three alternative actuarially adjusted joint
and survivor annuity options are elected. In lieu of monthly
retirement benefits, Executives who retire at or after attaining
age 65 may elect to receive a lump-sum benefit equal to the
actuarial equivalent value of the scheduled annual supplemental
retirement benefit otherwise payable. The obligations of the
Corporation and its Affiliates to pay these benefits have been
funded in large part by previously purchased annuities and life
insurance. The Corporation and its Affiliates are not required
to fund obligations under the Supplemental Plans; however, the
Corporation and its Affiliates have the discretion to set aside
assets or otherwise fund the Supplemental Plans.
The Supplemental Plans also contain salary continuation
arrangements for designated Executives and Participating
Employees (as defined in the Supplemental Plans), including
Messrs. Anderson, Ackmann, Rummel, Craig and Motter, in order to
provide a continuation of income to the Executive's or
Participating Employee's family in the event of his or her death
while actively employed by the Corporation or its Affiliates.
The death benefit is payable as follows: (a) if a Participating
Employee dies before age 55, his or her designated beneficiary
will receive an amount equal to 60 percent of his or her annual
base salary for one year, and thereafter 30 percent of such
salary until the month in which the Participating Employee would
have attained the age of 65; and (b) if an Executive dies after
age 55, the beneficiary will receive an amount equal to 60
percent of the Executive's annual base salary for one year, and
thereafter 30 percent of such salary for nine additional years.
The Corporation and its Affiliates may terminate their obligation
to an Executive or Participating Employee under the salary
continuation arrangement upon 30 days notice at any time before
an obligation to pay benefits arises by reason of the death of an
Executive or Participating Employee. The Corporation and its
Affiliates maintain life insurance for the purpose of funding
these salary continuation obligations.
The Supplemental Plans contain provisions which are intended
to provide transitional security to the Executives designated in
the plans (Messrs. Anderson, Ackmann, Rummel and Motter) if such
Executive's employment is terminated upon the occurrence of
certain specified "Change in Control" events without the approval
of the Board of Directors, but only if such events result in
termination of such Executive's employment within two years after
a Change in Control (including a voluntary termination of
employment) or termination of such Executive's employment within
12 months prior to a Change of Control (including a voluntary
termination of employment). A Change in Control event includes:
(a) the Corporation learns that a third party has acquired
beneficial ownership of 25 percent or more of the voting power of
the Corporation; (b) a tender offer is made to acquire 50 percent
or more of the voting power of the Corporation; (c) less than 51
percent of the directors of the Corporation are persons who
either were directors on the effective date of the Supplemental
Plans (the "Effective Date") or individuals whose election or
nomination for election as director was approved by a majority of
the directors then in office who were directors on the Effective
Date; (d) the shareholders approve an agreement either for the
Corporation to be merged, consolidated or otherwise combined
with, or for substantially all the assets or stock of the
Corporation to be acquired by, a third party, and as a result of
such event, the former shareholders of the Corporation would own
less than a majority of the voting power of the surviving
corporation or acquiring person; or (e) the shareholders shall
approve any liquidation of substantially all of the assets of the
Corporation or any distribution to security holders of 30 percent
or more of the total value of such assets. The Supplemental
Plans provide: (a) a lump sum payment to the Executive in an
amount equal to three times the Executive's then annual base
salary; (b) full vesting of his or her supplemental retirement
benefit, payable at age 65, or on an actuarially-reduced basis at
age 55; (c) prior to eligibility for retirement or early
retirement, a lump sum payment equal to the discounted value of
the death benefits payable as if the Executive had died on the
date of termination of his employment; and (d) continuation of
coverage under all group, life, disability, accident and health
insurance coverage in effect at the time of termination of
employment, for not more than five years, or, if sooner, until
the Executive obtains full-time employment, reaches age 65, or
dies.
Retirement Plan
All eligible employees of the Corporation and each of the
Affiliates are covered by an Employees Retirement Plan. The
retirement plan is a non-contributory, defined benefit pension
plan which provides a normal retirement benefit based on each
participant's years of service with each Affiliate and the
participant's average monthly compensation, which is defined as
the compensation received during any 60 consecutive months during
the last 120 months prior to retirement, divided by 60, which
produces the highest average. Benefits are equal to one percent
of average monthly compensation up to the Social Security covered
compensation level multiplied by the full years of credited
service to normal retirement date, plus one and one-half percent
of the amount of average monthly compensation in excess of such
level, multiplied by the years of credited service to normal
retirement date up to a maximum of 35 years. Normal retirement
age is 65. Benefits under the retirement plan are not subject to
any deduction for Social Security or other offset amounts.
Directors are not entitled to benefits under the retirement plan
unless they are also active employees of the Corporation or one
of the Affiliates. The following table sets forth the estimated
annual benefits payable to an employee retiring in 1996 under the
retirement plan, reflecting applicable limitations under Federal
tax laws:
Years of service at retirement
Average annual ------------------------------------
base compensation 10 20 30 40
- ----------------- ------ ------- ------- -------
$ 80,000 $10,538 $21,077 $31,615 $40,884
105,000 14,288 28,577 42,865 55,259
130,000 18,038 36,077 54,115 69,634
155,000 21,038 42,077 63,115 81,134
180,000 21,038 42,077 63,115 81,134
205,000 21,038 42,077 63,115 81,134
230,000 21,038 42,077 63,115 81,134
255,000 21,038 42,077 63,115 81,134
As of December 31, 1996, Messrs. Anderson, Ackmann,Rummel, Craig
and Motter have been credited with 12, 9, 22, 10, and 37 years of
service, respectively, for purposes of the retirement plans.
The approximate accrued benefits at age 65 (or retirement if
later) based on years of credited service are for Messrs.
Anderson ($23,000), Ackmann ($15,400), Rummel ($30,600), Craig
($14,000), and Motter ($66,400). Covered compensation is based
on salary shown in column (c) of the summary compensation table.
The approximate projected benefits at age 65 based on years
of credited service to age 65 are for Messrs. Anderson ($61,000),
Ackmann ($56,900), Rummel ($80,600), Craig ($65,200), and Motter
($82,200). Covered compensation is based on salary shown in
column (c) of the summary compensation table.
Prior to their merger into the Employees Retirement Plan of
the Corporation, the retirement plans of Laurel and Fayette were
amended effective January 1, 1987 to contain the provisions
described above, subject to the provision that an employee of
either of those Banks who retires after 1986 will receive a
benefit not less than the benefit that he or she would have
received under the prior plans based upon the employee's
compensation prior to 1987.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
During the year ended December 31, 1996, John H. Anderson,
Chairman and Chief Executive Officer of the Corporation, served
as a member of the Executive Committee of the Board of Directors
of the Corporation. The Executive Committee performs the duties
and functions of a Compensation Committee.
COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT OF
1934
Section 16(a) of the Securities Exchange Act of 1934
requires the Corporation's directors and executive officers, and
persons who own more than ten percent of a registered class of
the Corporation's equity securities, to file with the SEC initial
reports of ownership and reports of changes in ownership of
Common Stock and other equity securities of the Corporation.
Officers, directors and greater than ten percent shareholders are
required by SEC regulation to furnish the Corporation with copies
of all Section 16(a) forms they file.
To the Corporation's knowledge, based solely on review of
the copies of such reports furnished to the Corporation and
written representations that no other reports were required,
during the fiscal year ended June 30, 1995, all Section 16(a)
filing requirements applicable to the Corporation's officers,
directors and greater than ten-percent beneficial owners were
complied with, except as set forth in the next two sentences. L.
Robert Kimball and William R. Snoddy each filed one report late
relating to two market acquisitions of shares, and Nelson G.
Wheeler filed one report late relating to one market acquisition
of shares. Additionally, Messrs. Anderson, Ackmann, Craig,
Rummel, Motter, George J. Kondor, Jr., Mark L. Sollenberger,
David J. Moorhead, Harold E. Trevenen, Andrew J. Duran, Mary Ann
Kucenski, and David A. Casado, officers of the Corporation, were
required to amend one report to correct miscalculations made by a
third party provider regarding market acquisitions of shares for
their respective accounts by the BT Financial Corporation 401(k)
Plan for Banking Employees.
EXECUTIVE COMMITTEE REPORT ON COMPENSATION
The Executive Committee of the Corporation performs the
duties and functions of a Compensation Committee. The Executive
Committee consists of nine members, eight of whom are
disinterested, non-employee directors. John H. Anderson,
Chairman and Chief Executive Officer of the Corporation, is a
member of the Executive Committee. Mr. Anderson does not
participate in any decisions made by the Executive Committee
relating to his own compensation.
The Executive Committee, acting as the Compensation
Committee, is responsible for all aspects of executive
compensation. It determines levels of compensation for each
executive officer of the Corporation and administers the
Corporation's Supplemental Executive Benefit Plan, Key Employee
Incentive Compensation Plan as well as other employee welfare and
benefit plans of the Corporation. The Executive Committee also
reviews compensation levels of other members of management,
evaluates management performance and considers management
succession issues and other related matters. Following its
deliberations, the Executive Committee reports to the entire
Board of Directors on all aspects of its compensation decisions
affecting executive officers of the Corporation.
The Corporation's overall executive compensation objective
is to attract and retain qualified executive officers by
compensating them at levels comparable to those at similar
financial institutions. The Corporation's compensation program
for executive officers consists of four elements: (1) base
salary, (2) participation in the Supplemental Executive Benefit
Plan, (3) performance-based annual bonuses pursuant to the
Corporation's Key Employee Incentive Compensation Plan, and (4)
participation in other welfare and benefit plans available to
employees of the Corporation and its subsidiaries generally. In
previous years, perquisites in the form of company-owned
automobiles have been a small component of executive
compensation. The Corporation is terminating company-owned
vehicles as vehicle ownership arrangements expire.
SALARY. The Executive Committee reviews and, if
appropriate, revises salary levels for each executive officer of
the Corporation semi-annually and for the Chief Executive Officer
annually. Any salary adjustments made by the Committee become
effective February 1 and August 1 of each fiscal year. The
Executive Committee utilizes independent compensation consultants
to assist it in fixing executive salary levels. The consultants
provide information concerning executive compensation levels in
the Corporation's peer group and submit recommendations
concerning salary levels for each of the Corporation's executive
officers.
Executive officer salaries are determined in light of
individual performance, corporate performance and comparability
to salaries paid to executive officers at other bank holding
companies of comparable asset size to the Corporation in
Pennsylvania. In fixing the Chief Executive Officers's salary,
the Executive Committee also considers his effectiveness in
achieving expansion and growth objectives of the Corporation.
BONUS PLAN. The Corporation adopted a Key Employee
Incentive Compensation Plan in July, 1996. The purpose of this
Plan is to enhance shareholder value and to contribute to the
growth and earnings of the Corporation by directing key employees
of the Corporation and its subsidiaries to attain corporate and
individual performance goals set from year to year by the
Executive Committee. The Plan permits bonus awards to be made in
the form of stock or cash to promote ownership of the
Corporation's Common Stock by key employees. Under this Plan, at
the beginning of each year the Chief Executive Officer recommends
(except as to himself) whether a bonus pool will be fixed, who
will be eligible to be considered for incentive awards, the
amount of the overall bonus pool, corporate objectives for the
year and individual objectives upon which the incentive awards
will be made. Individual objectives are based on ratings
received by participants under the Corporation's Management
Performance Appraisal System utilized for determining salary
levels and eligibility for promotion. The Executive Committee
makes all final determinations as to these matters, except the
Chief Executive Officer must achieve a minimum individual
performance rating specified by the plan. If any participant
does not meet his or her minimum individual performance rating,
the participant will not be entitled to any award for the year
even if all corporate performance goals are met. Each
individual's share of the overall bonus pool is based on the
individual's salary compared with the salaries of all other
participants in the Plan for the year.
The Committee may also grant discretionary bonuses under
this Plan. Bonuses may be paid in cash or in unrestricted shares
of the Corporation's Common Stock, valued at the date of
issuance. Shares may be newly issued, treasury shares or shares
purchased in the open market by the Corporation. Bonuses may not
be paid for any year if (a) the Corporation has violated any
significant covenant included in any credit or loan agreement,
unless the violation has been waived or cured by the end of the
year, (b) payment of aggregate incentive awards would cause the
Corporation to violate any significant debt covenant, or ( c) if
the Corporation does not have positive after-tax earnings for the
year. Incentive awards may be reduced pro rata to satisfy these
conditions.
For 1996, the Executive Committee established the maximum
bonus pool available to all participants as 3% of net income for
the period July 1 through December 31, 1996, payable 50% in cash
and 50% in Common Stock. The following corporate performance
goals were established: earnings per share of at least $2.75,
return on equity of at least 12.00% and an efficiency ratio not
exceed 65%. The calculations of the earnings per share and
return on equity figures for purposes of determining whether the
targets achieved, were exclusive of one-time charges as more
particularly described below. Achievement of each corporate
target was given a one-third weight.
The bonus pool for 1996 under the Plan was $215,220. All
corporate performance objectives were achieved. A total of
$215,220 in awards, representing 100% of the total pool was paid
in respect of 1996.
SUPPLEMENTAL EXECUTIVE BENEFIT PLAN. Certain executive
officers participate in the Corporation's Supplemental Executive
Benefit Plan, which is administered by the Executive Committee.
The Supplemental Plans provide a salary continuation program for
executive officers and a non-qualified deferred compensation plan
for Messrs. Anderson, Ackmann, Rummel, Motter and J. William
Smith.
OTHER PLANS. The Corporation maintains other pension
benefit and welfare plans for employees of the Corporation and
its subsidiaries, including a defined benefit plan, a 401(k)
stock purchase plan, medical, disability and life insurance
plans. Executive officers participate in these plans on a non-preferential
basis.
For the year ended December 31, 1996, net income for the
Corporation increased by 5.6 percent as compared to the year
ended December 31, 1995, and by 8.8 percent over net income for
the year ended December 31, 1994. Excluding one-time charges for
reorganization costs associated with the acquisitions of Moxham
Bank Corporation and a special assessment to recapitalize the
Savings Association Insurance Fund ("SAIF"), net income would
have increased by 19.8 percent as compared to the previous year
and by 23.5 percent over net income for the three prior years.
Because the SAIF special assessment and the acquisition costs
were beyond the control of the executive officers, the Executive
Committee gave substantial weight to net income results after
exclusion of these one-time charges as well as to the fact that
net income improved after taking these charges into account.
The Executive Committee also considered the impact resulting from
the pooling of interests of Moxham Bank Corporation with those of
the Corporation which required the consolidation of earnings as a
result of the merger. Total compensation (including salaries and
bonuses) of the executive officers of the Corporation, less
deferred compensation payments made to the executive officers,
over the comparable three (3) year period increased by an average
of 36.4 percent for each individual executive officer of the
Corporation. In addition to reviewing the net income figures of
the Corporation in determining executive compensation, the
Executive Committee also took into account the total shareholder
return, which increased by 76.6% over the comparable three (3)
year period. Therefore, the Executive Committee believes that
executive compensation fairly reflects the benefits received by
the Corporation's shareholders.
Additionally, the independent compensation consultant has
completed a comprehensive review of Mr. Anderson's compensation.
As part of this review, the consultant has evaluated and compared
the components of his total compensation package with
compensation packages of chief executives of other Pennsylvania
banks and bank holding companies of similar asset size. The
consultant concluded that Mr. Anderson's compensation program is
reasonable, competitive and equitable. While the amount of his
compensation within the various pay components is conservative,
the program reflects a compensation philosophy that seeks to
maintain competitive fairness while, at the same time, linking
the Chief Executive officer's pay with enhanced shareholder
interests.
EXECUTIVE COMMITTEE
*John H. Anderson Ethel J. Otrosina
Martin L. Bearer Robert G. Salathe, Jr.
William B. Kania Gerald W. Swatsworth
L. Robert Kimball W. A. Thomas
Edward L. Mears
February 26, 1997
*Mr. Anderson is a non-participating member of the Executive
Committee as to compensation matters.
STOCK PRICE PERFORMANCE
The following graph shows compares the performance of the
Corporation's Common Stock with the performance of the NASDAQ
Market index and a peer group index over the past five years.
The graph assumes that $100 was invested on December 31, 1991 in
the Corporation's Common Stock, the NASDAQ Market index and the
peer group index, and that all dividends were reinvested. The
peer group index was derived from the stock performance of a
composite group of financial institutions of comparable size
located in the Middle Atlantic states. The stock price
performance shown on the graph is not necessarily indicative of
future price performance.
TOTAL SHAREHOLDER RETURN
(GRAPH APPEARS HERE.)
Peer Group
NASDAQ (Middle
BTFC MARKET Atlantic Banks)
---- ------ --------------
1991 100 100 100
1992 145 101 125
1993 193 121 156
1994 179 127 148
1995 243 165 224
1996 317 205 318
Data in the graph was compiled by Media General Financial
Services.
CERTAIN RELATIONSHIPS AND TRANSACTIONS
Directors and officers of the Corporation, and certain
business and non-profit organizations and individuals associated
with them or with which they have been associated, have been
customers of and have had normal banking transactions with the
Banks from time to time prior to and during 1997. All such loans
or extensions of credit have been made in the ordinary course of
the Bank's business, on terms substantially equivalent, including
interest rates and collateral, to those prevailing at the time
for comparable transactions with other customers of the Banks,
and did not involve more than the normal risk of collectibility
or present other unfavorable features.
Thomas A. Young, a director of the Corporation, is engaged
in the private practice of law, and renders legal services to the
Corporation.
AMENDMENT TO AMENDED AND RESTATED
ARTICLES OF INCORPORATION
TO INCREASE AUTHORIZED COMMON STOCK
(Proposal 2)
General
The Corporation's Board of Directors has approved, subject
to the approval of the shareholders, an amendment to the
Corporation's Amended and Restated Articles of Incorporation
increasing the number of shares of authorized Common Stock, $5.00
par value per share, from 10,000,000 shares to 25,000,000 shares
(the "Increased Authorization").
The purpose of the Increased Authorization is to assure that
a sufficient number of authorized shares of Common Stock would be
available for issuance in possible future financing transactions,
asset purchases, stock dividends or splits and for other general
corporate purposes.
Purposes and Effects of the Increased Authorization
The authorized capital stock of the Corporation presently
consists of 10,000,000 shares of Common Stock, par value $5.00
per share, and 10,000,000 shares of Preferred Stock. As of March
31, 1997, 5,682,215 shares of Common Stock were issued and
outstanding.
If this proposal to amend the Amended and Restated Articles
of Incorporation is approved by the shareholders, the number of
the Corporation's authorized shares of Common Stock would be
increased to 25,000,000 from 10,000,000. Additional authorized
shares of Common Stock would be identical in all respects to
presently authorized and issued shares of Common Stock. No
holders of shares of the Corporation's Common Stock are entitled
to any preemptive rights.
The Board deems it in the best interests of the Corporation
to have a sufficient number of shares of Common Stock authorized
and available for future financing and acquisition transactions,
raising capital, declaring stock dividends, establishing a stock
option or stock purchase plans, providing for settlement of
litigation, and for other corporate purposes. In the past, the
sale of shares of Common Stock (or issuance of shares of Common
Stock in lieu of cash payment) has been of vital importance as a
source of capital to the Corporation. The availability of shares
resulting from the Increased Authorization will give the
Corporation greater flexibility in meeting future business
opportunities.
The Corporation does not have any specific plan,
understanding or agreement for the issuance or sale of any of the
shares of Common Stock to be authorized pursuant to the Increased
Authorization. However, if this proposal is approved by the
shareholders, the additional shares of authorized Common Stock
would be available for issuance from time to time by action of
the Board, and for such consideration as the Board may determine,
without further authorization by shareholders. To the extent
required by Pennsylvania law and the NASDAQ rules, shareholder
approval will be solicited in the event shares of Common Stock
are to be issued in any merger or other fundamental transaction
which requires shareholder approval.
Anti-Takeover Effects
Although it is not intended to be an anti-takeover measure,
the additional shares of Common Stock could be sold in a private
placement to one or more persons or organizations sympathetic to
management and opposed to any takeover bid, or under other
circumstances that could make more difficult, and thereby
discourage, attempts to gain control of the Corporation.
The amendment to the Amended and Restated Articles of
Incorporation, if approved by the shareholders, will become
effective upon the filing of a certificate of amendment with the
Department of State of the Commonwealth of Pennsylvania, which is
expected to be accomplished within three business days after the
meeting.
In accordance with the Pennsylvania Business Corporation
Law, the vote required to approve the amendment to the Amended
and Restated Articles of Incorporation to effect the Increased
Authorization is the affirmative vote of the holders of a
majority of all outstanding shares of Common Stock. If such
approval is not received, the amendment to the Amended and
Restated Articles of Incorporation will not become effective.
The Board of Directors recommends a vote that the
shareholders vote FOR approval of the Amendment to the
Corporation's Amended and Restated Articles of Incorporation.
INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors has appointed Coopers & Lybrand as
independent public accountants to audit the consolidated
financial statements of the Corporation for the year ending
December 31, 1997. Representatives of Coopers & Lybrand will be
present at the Annual Meeting. They will have an opportunity to
make a statement if they desire to do so and will be available to
respond to appropriate questions.
1998 ANNUAL MEETING
The next Annual Meeting of the Corporation's shareholders is
scheduled to be held on May 12, 1998. In order to be included in
the Corporation's Proxy Statement and form of proxy relating to
the 1998 Annual Meeting, any proposal which a shareholder intends
to present for consideration at such meeting must be received by
the Secretary of the Corporation no later than December 3, 1997.
Any nomination by a shareholder for election as a director
must conform to the requirements of Section 11.2 of the By-Laws
of the Corporation, a copy of which Section will be furnished
promptly without charge upon written or oral request to the
Secretary of the Corporation at its principal office, 551 Main
Street, Johnstown, Pennsylvania 15901, (814) 532-3801. Any such
nomination for the 1998 Annual Meeting must be received in
writing by the Secretary of the Corporation no later than March
20, 1998, or not later than ten days after the date on which
notice of such Annual Meeting is sent to shareholders, whichever
is later.
OTHER MATTERS
The Board of Directors does not know of any business which
will come before the Annual Meeting for action by the
shareholders other than the matters specified in the accompanying
Notice of the meeting. If any other matters requiring a
shareholder vote properly come before the meeting, the persons
appointed in the enclosed proxy card will vote in accordance with
their discretion with respect to such matters.
(PROXY CARD - NEXT PAGE).
BT FINANCIAL CORPORATION
PROXY FOR ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 13, 1997
The undersigned hereby appoints Martin L. Bearer, Bruno DeGol,
and Roger S. Nave and each of them, with full power of
substitution in each, as proxy or proxies to represent the
undersigned and to vote all shares of Common Stock of BT
FINANCIAL CORPORATION which the undersigned would be entitled to
vote if personally present and voting at the Annual Meeting of
the Corporation's shareholders to be held on May 13,1997, and at
any adjournments thereof, upon all matters coming before the
meeting. Said proxies are directed to vote as set forth below
and, in their discretion, upon such matters as may properly come
before the meeting.
1. ELECTION OF DIRECTORS (Four-year term). Nominees: William
B. Kania, Robert G. Salathe, Jr., William R. Snoddy, and W. A.
Thomas.
___ VOTE FOR all nominees; except authority to vote is withheld
from the following individual nominees (if any):
____________________________________________________________
___ VOTE WITHHELD from all nominees.
2. ELECTION OF DIRECTOR (Three-year term). Nominee: John C.
Cwik.
___ VOTE FOR the nominee. ___ VOTE WITHHELD from the nominee.
3. ELECTION OF DIRECTOR (Two-year term). Nominee: Thomas A.
Young.
___ VOTE FOR the nominee. ___ VOTE WITHHELD from the nominee.
4. ELECTION OF DIRECTOR (One-year term). Nominee: G. Scott
Baton, II.
___ VOTE FOR the nominee. ___ VOTE WITHHELD from the nominee.
5. Amendment of the Articles of Incorporation to increase the
authorized common stock of the Corporation to 25,000,000 shares.
____ VOTE FOR the proposal. ___ VOTE AGAINST the proposal.
____ ABSTAIN.
PLEASE DATE AND SIGN ON THE REVERSE.
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
(Continued from other side).
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
THE CORPORATION. WHEN PROPERLY EXECUTED, THIS PROXY WILL BE
VOTED AS DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO
DIRECTION IS GIVEN, THIS PROXY WILL BE VOTED FOR ALL NOMINEES FOR
DIRECTOR AND FOR THE AMENDMENT OF THE CORPORATION'S ARTICLES OF
INCORPORATION TO INCREASE THE AUTHORIZED COMMON STOCK OF THE
CORPORATION TO 25,000,000 SHARES. IN THEIR DISCRETION, THE
PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER BUSINESS AS MAY
PROPERLY COME BEFORE THE ANNUAL MEETING OF SHAREHOLDERS.
Dated ________________________
______________________________
______________________________
Signature(s)
Please sign EXACTLY as your
name appears hereon. When signing
as attorney, guardian, executor,
trustee, etc. or as officer of a
corporation, give full title as
such. For joint accounts, please
obtain both signatures.
PLEASE COMPLETE, SIGN, DATE AND MAIL THIS PROXY PROMPTLY.
