<PAGE>
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:
[_] 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 (S)240.14a-11(c) or (S)240.14a-12
GULF SOUTHWEST BANCORP, INC.
- --------------------------------------------------------------------------------
(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] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2)
or Item 22(a)(2) of Schedule 14A.
[_] $500 per each party to the controversy pursuant to Exchange Act Rule 14a-
6(i)(3).
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
---------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
----------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (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:
---------------------------------------------------------------------------
Notes:
<PAGE>
GULF SOUTHWEST BANCORP, INC.
4200 WESTHEIMER, SUITE 210
HOUSTON, TEXAS 77027
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD JUNE 11, 1996
To the Shareholders of Gulf Southwest Bancorp, Inc.: The Meeting of Gulf
Southwest Bancorp, Inc. (the "Company") will be held at Merchants Bank, 999
North Shepherd, Houston, Texas on June 11, 1996, at 9:00 a.m. for the following
purposes:
1. To elect a Board of Directors of the Company consisting of five (5)
persons.
2. To consider and vote upon a proposal to change the name of the Company
to Merchants Bancshares, Inc.
3. To transact such other business as may properly come before the Annual
Meeting of Shareholders or any adjournment or adjournments thereof.
Only those shareholders of record at the close of business on April 15, 1996
are entitled to notice of and to vote at the Annual Meeting of Shareholders or
at any adjournment or adjournments thereof.
IMPORTANT
All shareholders are urged to sign, date and return as promptly as possible
the enclosed proxy in the enclosed postage-paid envelope. It is important that
as many shares as possible be represented at the Annual Meeting of Shareholders.
Consequently, whether or not you expect to be present, please execute and return
the enclosed proxy.
By Order of the Board of Directors,
J. W. Lander, III
President
May 15, 1996
Houston, Texas
<PAGE>
GULF SOUTHWEST BANCORP, INC.
4200 WESTHEIMER, SUITE 210
HOUSTON, TEXAS 77027
(713) 622-0042
PROXY STATEMENT FOR
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD JUNE 11, 1996
This statement is furnished in connection with the solicitation of proxies by
the Board of Directors of GULF SOUTHWEST BANCORP, INC. (the "Board") to be used
at the Annual Meeting of Shareholders (the "Meeting") of GULF SOUTHWEST BANCORP,
INC. (the "Company") to be held at Merchants Bank, 999 North Shepherd, Houston,
Texas on June 11, 1996, at 9:00 a.m., and at any adjournment thereof. This
Proxy Statement and accompanying proxy are being mailed on or about May 15, 1996
to the shareholders of the Company.
GENERAL INFORMATION
The close of business on April 15, 1996 has been fixed as the record date for
determining the shareholders entitled to vote at the Meeting to be held on June
11, 1996.
The Meeting has been called for the purposes of (i) electing directors of the
Company for the coming year, (ii) considering and voting upon a proposal to
change the name of the Company to Merchants Bancshares, Inc., and (iii)
transacting such other business as may properly come before the Meeting or any
adjournment thereof.
Whether you can attend the Meeting or not, your vote is important. Shares
can be voted at the Meeting only if the owner is present or represented by
proxy. Accordingly, it is requested that you sign and return the enclosed proxy
in the envelope provided.
Any person executing the accompanying proxy may revoke it at anytime prior to
the actual voting thereof by filing with the Secretary of the Company a written
revocation thereof or a duly executed proxy bearing a later date or by appearing
at the Meeting and voting by ballot.
Shares represented by each signed proxy received by the Board will be voted
in accordance with the directions of the shareholder, and if no directions are
provided, such shares will be voted "FOR" each of the proposed nominees and the
proposal to change the name of the Company.
The cost of soliciting proxies will be borne by the Company. The
solicitation will be made by mail. Certain directors, officers and employees of
the Company, not specifically employed for the purpose, may solicit proxies,
without additional remuneration therefore, by mail, telephone, telegraph or
personal interview. The Company will also supply brokerage firms and other
custodians, nominees and fiduciaries with such proxy materials as they may
require for mailing to beneficial owners, and will reimburse them for their
reasonable expenses in connection therewith.
1
<PAGE>
OUTSTANDING SHARES AND VOTING RIGHTS
At the close of business on April 15, 1996, the record date for determining
the shareholders of the Company entitled to notice of and to vote at the
Meeting, the Company had 1,943,970 shares of common stock, $1.00 par value (the
"Common Stock"), issued and outstanding.
The presence, in person or by proxy, of the holders of a majority of the
issued and outstanding shares of Common Stock of the Company is necessary to
constitute a quorum at the Meeting.
Each holder of shares of Common Stock will be entitled to one vote, in person
or by proxy, for each share of Common Stock of the Company owned of record at
the close of business on April 15, 1996. Cumulative voting for directors is not
permitted. Directors are elected by plurality vote and, therefore, the five (5)
nominees receiving the highest number of affirmative votes shall be elected as
directors, provided a quorum is present. All shares represented at the Meeting
in person or by proxy shall be counted in determining the presence of a quorum.
Abstentions and broker non-votes (shares held by a broker or nominee as to which
a broker or nominee indicates on the proxy that it does not have the authority,
either express or discretionary, to vote on a particular matter) are counted for
the purpose of determining the presence or absence of a quorum for the
transaction of business at the Meeting. For the election of directors,
abstentions and broker non-votes will have the legal effect of neither a vote
for nor against the nominee. In order for the proposal to change the name of
the Company, shareholders holding at least two-thirds of the outstanding shares
of common stock of the Company must vote in favor of the proposal. For the name
change and all other matters, abstentions and broker non-votes, since they are
not affirmative votes, have the same practical effect as a negative vote.
ELECTION OF DIRECTORS
Five (5) directors are to be elected at the meeting. The persons named below
have been designated by management of the Company as nominees for election as
directors.
Unless otherwise instructed, properly executed proxies which are returned in
a timely manner will be voted for election of the five (5) nominees for
directors. If, however, any of such nominees should withdraw his consent to
serve (which is not anticipated) or be unable to stand for election, the proxies
will be voted for such other person or persons as may be determined by the
persons named in the proxies in their discretion, or the Board of Directors
reduce the number of directors to be elected.
NOMINEES FOR ELECTION AS DIRECTORS
Norman H. Bird, 51, is Vice President and Secretary of the Company and has
held these offices since May 1988. Mr. Bird is also Executive Vice President of
Merchants Bank, a wholly owned subsidiary of the Company, an office he has held
since April 1985, and has served as a director of Merchants Bank since April
1985. He is Secretary of Gulf Southwest Nevada Bancorp, Inc. ("GSWNB"), an
office he has held since April 1994. He has been a director of the Company
since October 1989.
2
<PAGE>
A. Harrel Blackshear, 70, is a director of the Company and has served in
this capacity since May 1995. Mr. Blackshear was elected President and a
director of Texas City in 1993 and served in those capacities until his election
as Branch President of the Texas City branch of Merchant's Bank in 1995. Mr.
Blackshear was President of First Bank Pearland from 1991 to 1993.
Donald R. Harding, 55, is President and a director of Merchants Bank and has
served in these capacities since March 1982. He has been a director of the
Company since 1982.
J. W. Lander, Jr., 70, is Chairman of the Board of the Company and has
served in this capacity since may 1988. He was President of the Company from
July 1982 to April 1988. Mr. Lander is also Chairman of the Board and a
director of Merchants Bank. He is President and a director of GSWNB, positions
he has held since April 1994. In addition, he is a director of Stewart &
Stevenson, Inc., a manufacturer of heavy equipment. J. W. Lander, Jr., is the
father of J. W. Lander, III. He has been a director the Company since 1982.
J. W. Lander, III, 44, is President, Treasurer and Assistant Secretary of
the Company and has served in these capacities since May 1988. Mr. Lander is
also Senior Vice President and a director of Merchants Bank. He is Treasurer
and a director of GSWNB, positions he has held since April 1994. J. W. Lander,
III is the son of J. W. Lander, Jr. He has been a director of the Company since
1983.
The above nominees are all of the current officers and directors of the
Company.
Officers and directors are elected annually and serve, unless they sooner
resign or are removed, until their respective successors are elected and
qualify. Directors of the Company receive no compensation for their service on
the Board.
MEETINGS AND COMMITTEES OF THE BOARD
During 1995, the Board of Directors held four (4) meetings. All of the
directors attended 75% or more of the total number of meetings of the Board of
Directors during 1995.
Although the Company has not established any committees, the Board of
Directors of Merchants Bank has designated several committees of its board,
including a Compensation Committee and an Audit Committee, the functions and
membership of which are described below.
The Compensation Committee is responsible for making recommendations to the
Board of Directors regarding salaries and bonuses to be paid to the officers of
Merchants Bank. The Audit Committee's functions include making recommendations
on the selection of the Company's auditors, reviewing the arrangements for and
scope of the independent auditors' examination, meeting with the independent
auditors, the Board of Directors and certain officers of Merchants Bank to
review the adequacy of internal controls and reporting, and performing any other
duties or functions deemed appropriate by the Board of Directors of Merchants
Bank.
The Compensation Committee currently consists of Messrs. Ben Brollier
(Chairman), D. R. Anderson, William H. Branson, Jr., Max Bowen, Richard L.
Kinsel, and Herbert J. Laufman.
3
<PAGE>
The Audit Committee currently consists of Messrs. Herbert J. Laufman
(Chairman), D. R. Anderson, Ben A. Brollier and John T. Malone.
During 1995, the Compensation Committee met two (2) times and the
Audit Committee met four (4) times. All of the directors attended 75% or more
of the total number of applicable meetings.
PROPOSAL TO CHANGE THE
NAME OF THE COMPANY
The Board of Directors recommends that the shareholders approve the
proposal to change the name of the Company to Merchants Bancshares, Inc. The
principal purpose of the proposed name change is to reflect the merger of
subsidiary banks into Merchants, to more closely identify the Company with its'
principal subsidiary and to achieve increased name recognition for Merchants
Bank.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE PROPOSAL TO ADOPT THE NAME
CHANGE. The affirmative vote of the holders of at least two-thirds of the
shares of Common Stock outstanding is necessary to adopt the proposal. Unless
otherwise instructed, properly executed proxies which are returned will be voted
in favor of the proposal.
OWNERSHIP OF COMMON STOCK
As of April 15, 1996, the record date, 1,943,970 shares of Common Stock
were outstanding, each of which is entitled to one vote.
The following table sets forth information regarding the beneficial
ownership of the Company's Common Stock as of April 15, 1996, by all current
directors, nominees for directors and officers, each beneficial owner of more
than five (5) percent of the Common Stock and all directors, nominees for
directors and officers as a group.
<TABLE>
<CAPTION>
AMOUNT AND NATURE PERCENT
NAME AND ADDRESSES BENEFICIAL AND OWNERSHIP (1) COMMON STOCK
- ------------------ ----------------------------- -------------
<S> <C> <C>
Norman H. Bird (2) 820 *
A. Harrel Blackshear (2) 4,446 (3) *
Donald R. Harding (2) 4,379 (4) *
J. W. Lander, Jr. (2) 390,784 20.1%
J. W. Lander, III (2) 8,000 *
Vanco Trusts (5) 453,995 23.4%
All directors and officers as
a group (5 persons) 408,429 21.0%
</TABLE>
* Less than one (1) percent.
4
<PAGE>
____________________
(1) Unless otherwise indicated, each person has sole voting and investment power
over the shares listed.
(2) 4200 Westheimer, Suite 210, Houston, Texas 77027
(3) Shares are owned by the Blackshear Family Living Trust, for which Mr.
Blackshear is trustee. As trustee, Mr. Blackshear has sole voting and
investment power over the shares.
(4) Shares are owned jointly by Mr. Harding and his wife. Mr. Harding has sole
voting and investment power over the shares.
(5) P.O. Box 1239, McAllen, Texas 78502
COMPENSATION
The following table sets forth certain information with respect to
compensation for services in all capacities paid by the Company and its
subsidiaries for the past three (3) years to or on behalf of the Chairman of the
Board and Chief Executive Officer of the Company at December 31, 1995, and each
of the other executive officers (who received in excess of $100,000 in total
compensation) of the Company serving at December 31, 1995:
SUMMARY COMPENSATION TABLE
--------------------------
<TABLE>
<CAPTION>
NAME AND PRINCIPAL OTHER ANNUAL ALL OTHER
POSITION YEAR SALARY BONUS COMPENSATION(1) COMPENSATION(4)
------------------ ---- --------- ------- ---------------- ---------------
<S> <C> <C> <C> <C> <C>
J. W. Lander, Jr. 1995 $180,953 $ 0 $14,925 (2) $ 2,240
Chairman and 1994 150,314 0 4,600 (2) 1,592
Executive Officer 1993 141,270 0 5,200 (2) 1,684
J. W. Lander, III 1995 $ 84,975 $ 8,498 $14,270 (2) $ 1,416
President and 1994 76,290 7,629 4,300 (2) 852
Chief Financial 1993 75,795 7,579 3,400 (2) 1,375
Officer
Donald R. Harding 1995 $ 86,880 $ 8,688 $ 4,800 (3) $ 1,426
President - 1994 84,352 8,435 3,900 (3) 1,392
Merchants Bank 1993 80,000 8,000 3,900 (3) 1,342
- ---------------------
</TABLE>
(1) Excludes perquisites and other benefits, unless the aggregate amount of
such compensation is at least the lesser of either $50,000 or 10 percent of
the total annual salary and bonus reported for the named executive officer.
(2) Includes fees paid in his capacity as a director of Merchants Bank, Gulf
Southwest Nevada Bancorp, Texas City Bank, First Bank Mainland and First
Bank Pearland and a member of the Development Board of Merchants Bank -
League City.
(3) Includes fees paid in his capacity as a director of Merchants Bank.
(4) Amounts of all other compensation are amounts contributed by the Subsidiary
Banks for fiscal year 1993, 1994 and 1995 under the Company's Employee
Savings Plan.
5
<PAGE>
PENSION PLAN
The following table sets forth estimated annual benefits payable upon
retirement under the Gulf Southwest Pension Plan to employees of the Company in
specified remuneration and years of service classifications.
PENSION PLAN TABLE
------------------
<TABLE>
<CAPTION>
YEARS OF SERVICE (2)
----------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
REMUNERATION (1) 10 15 20 25 30 35
- ------------------ ------- ------- ------- ------- ------- -------
$50,000 $ 5,693 $ 8,539 $11,386 $14,232 $17,079 $19,925
75,000 8,539 12,809 17,079 21,349 25,614 29,888
100,000 11,386 17,079 22,772 28,465 34,158 39,851
125,000 14,232 21,349 28,465 35,531 42,697 49,814
150,000 17,079 25,618 34,158 42,697 51,237 59,776
</TABLE>
____________________
(1) Upon normal retirement at age 65 or after completing 5 years of
participation.
(2) At December 31, 1995, the credited years of service for Messrs. Lander, Jr.,
Lander, III and Harding were 32, 13, and 19, respectively.
COMPENSATION OF DIRECTORS
None of the members of the Board of Directors of Gulf Southwest receive any
compensation (other than dividends paid to all shareholders) from Gulf
Southwest.
REPORT ON EXECUTIVE COMPENSATION
The compensation of the Merchants Bank executive officers is determined by
the Compensation Committee of the Board of Directors of Merchants Bank. Each
member of the Compensation Committee is a director of Merchants Bank who is not
an employee of the Company or any of its affiliates.
GENERAL POLICIES
- ----------------
It is Merchants Bank's policy to structure compensation arrangements for
executive officers that provide competitive annual base salaries and other
benefits. The Compensation Committee of Merchants Bank considers the total
compensation (earned or potentially available) of each executive officer in
establishing each element of compensation.
COMPENSATION OF EXECUTIVE OFFICERS GENERALLY
- --------------------------------------------
At the beginning of each fiscal year, the Compensation Committee reviews
and approves, with any modifications it deems appropriate, an annual salary plan
for Merchants Bank senior executives, excluding the chief executive officer.
This salary plan is developed under the direction of the chief
6
<PAGE>
executive officer based on performance judgments as to past and expected future
contributions of the individual senior executives. In addition, the Compensation
Committee of Merchants Bank considers information on compensation paid by
competitors, to the extent available.
COMPENSATION OF THE CHIEF EXECUTIVE OFFICER
- -------------------------------------------
In considering the compensation of J. W. Lander, Jr., the chief executive
officer of Gulf Southwest and Chairman of the Board of Gulf Southwest and
Merchants Bank, the Compensation Committee of Merchants Bank has taken into
account Mr. Lander's many years of experience in the Texas banking industry and
the fact that Mr. Lander has served as chief executive officer for more than
twenty years during which the banking industry in Texas experienced extreme
turmoil and numerous bank failures. The Compensation Committee of Merchants
Bank believes that Mr. Lander's leadership through this period was instrumental
in Gulf Southwest surviving and returning to profitability.
The Compensation Committee of Merchants Bank anticipates that Mr. Lander's
demonstrated leadership qualities and management skills will continue to
stimulate the growth and profitability of Merchants Bank and thus enhance
shareholder value. The Compensation Committee believes that the base salary
compensation provided to Mr. Lander is appropriate and reasonable in light of
his duties, performance and responsibilities.
Ben A. Brollier, Chairman
Max Bowen
John T. Malone
Herb Laufman
Richard L. Kinsel
7
<PAGE>
COMPANY STOCK PERFORMANCE
Because (i) there is no public market for the Common Stock and (ii) there
have been only nine quarterly dividends declared with respect to the Common
Stock during the last five fiscal years, the Performance Graph required by the
Securities and Exchange Commission which compares cumulative total shareholder
return on the Common Stock with cumulative total shareholder returns of (a) a
broad equity market index and (b) companies in the same industry or line of
business has been omitted.
Although Gulf Southwest has established a stock option plan, the Board of
Directors of Gulf Southwest has not deemed it appropriate to grant any options
under such plan.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Some of the officers and directors of Gulf Southwest and their affiliates
are customers of Merchants Bank. Such directors, officers and affiliates have
had transactions in the ordinary course of business with Merchants Bank,
including borrowings, all of which were on substantially the same terms and
conditions, including interest rates and collateral, as those prevailing from
time to time for comparable transactions with unaffiliated persons and did not
involve more than the normal risk of collectibility or features unfavorable to
Merchants Bank. Gulf Southwest expects that its directors and officers and
their affiliates will continue to enter into such transactions on similar terms
and conditions in the future.
COMPLIANCE WITH SECTION 16(A) OF
THE SECURITES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
Gulf Southwest's directors and executive officers, and persons who beneficially
own more than ten percent of the Common Stock, to file reports of beneficial
ownership of Common Stock and changes in beneficial ownership on Forms 3, 4 and
5 (collectively, "SEC Forms") with the Securities and Exchange Commission
("SEC"). Directors, executive officers and ten percent beneficial owners are
required under regulations promulgated by the SEC to furnish Gulf Southwest with
copies of all SEC Forms which they file.
Based solely on information provided to Gulf Southwest by its directors,
executive officers and ten percent beneficial owners, Gulf Southwest believes
that its directors, executive officers and ten percent beneficial owners have
complied with all filing requirements applicable to them with respect to
acquisitions and dispositions of shares of common stock occurring during 1995.
INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors has appointed Hidalgo, Banfill, Zlotnik & Kermali,
P.C. as independent auditors for the fiscal year ending December 31, 1995 and
for the current year. Such appointment does not require ratification or other
action by the Company's shareholders.
A representative of Hidalgo, Banfill, Zlotnik & Kermali, P.C. will be
present at the meeting to answer any questions and to make a statement if he
desires to do so.
8
<PAGE>
OTHER MATTERS
Management does not know of any matter to be acted upon at the meeting
other than the election of directors and the proposal to change the name of
Company. If other business comes before the meeting, the persons named in the
proxies will vote the proxies in accordance with their best judgment.
PROPOSALS BY SHAREHOLDERS
Shareholders who desire to present proposals to shareholders of the Company
at the 1997 annual meeting of shareholders and to have such proposals included
in the Company's proxy materials must submit their proposals to the Company no
later than January 15, 1997.
ANNUAL REPORT ON FORM 10-K
FORM 10-K. A copy of the Company's 1995 Annual Report on Form 10-K,
including the financial statements and schedules thereto, required to be filed
with the Securities and Exchange Commission, may be obtained without charge
(except for exhibits to such Annual Report, which will be furnished upon payment
of the Company's reasonable expenses in furnishing such exhibits) by any
shareholder upon written request to: Gulf Southwest Bancorp, Inc., 4200
Westheimer, Suite 210, Houston, Texas 77027, Attention: J. W. Lander, III.
1995 ANNUAL REPORT TO SHAREHOLDERS. The Annual Report to Shareholders of
the Company for the Fiscal Year ended December 31, 1995, is enclosed herewith.
The Annual Report, which includes audited financial statements, does not form
any part of the material for the solicitation of Proxies.
By Order of the Board of Directors,
J. W. Lander, III
President
9
<PAGE>
GULF SOUTHWEST BANCORP, INC.
PROXY FOR ANNUAL MEETING OF SHAREHOLDERS, JUNE 11, 1996
P THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
R The undersigned hereby appoints J.W. Lander, Jr. and J.W. Lander, III,
and each of them, with full power of substitution, proxies to vote the
O shares which the undersigned would be entitled to vote if personally
present at the Annual Meeting of its Shareholders to be held on June 11,
X 1996 at 8:00 a.m., local time at Merchants Bank, 999 North Shepherd,
Houston, Texas 77008, and any adjournments thereof, hereby revoking any
Y proxy heretofore given, subject to any directions indicated on the
reverse side of this card. If no directions are given, this proxy will
be voted FOR Proposals 1 and 2.
Your vote for the election of directors may be indicated on the reverse.
Nominees are: Norman H. Bird, A. Harrel Blackshear, Donald R. Harding,
J.W. Lander, Jr. and J.W. Lander, III.
This proxy is continued on the reverse side. Please sign and return
promptly in the envelope provided. No postage is required if mailed in
the United States. If you attend the Meeting and vote in person, the
proxy will not be used.
(Continued and to be signed and dated on reverse side.)
SEE REVERSE SIDE
<PAGE>
The Board of Directors recommends a vote FOR Proposals 1 and 2.
WITHHELD
FOR as to ALL Nominees
P 1. Election of Directors / / / /
R -------------------------------------------------------------
To withhold authority to vote for any nominee(s), write the
O name of each such nominee on the line provided above.
X
FOR AGAINST ABSTAIN
Y 2. Approval of Name Change / / / / / /
3. In the discretion of the proxies, upon such other business
as may properly come before the meeting.
Please sign exactly as name or names appear on this proxy. If
stock is held jointly, each holder should sign. If signing as
attorney, trustee, executor, administrator, custodian, guardian,
or corporate officer, please give full title.
DATED ____________________________, 1996
SIGNED _________________________________
________________________________________
