<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(a)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
POCAHONTAS BANKSHARES CORPORATION
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
POCAHONTAS BANKSHARES 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)(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:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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Notes:
<PAGE>
POCAHONTAS BANKSHARES CORPORATION
500 Federal Street
Bluefield, West Virginia 24701
March 30, 1999
Dear Shareholder:
You are cordially invited to attend the Annual Meeting of Shareholders of
Pocahontas Bankshares Corporation, (the "Company") a West Virginia corporation
and owner of 100% of the outstanding common stock of its subsidiaries, First
Century Bank, N.A., Bluefield, West Virginia and First Century Bank, Wytheville,
Virginia, which will be held on Tuesday, April 20, 1999, at 11:00 o'clock a.m.,
at Fincastle Country Club, Route 720, Double Gates, Bluefield, Virginia.
It is important that your shares be represented at the meeting. Whether or not
you plan to attend the meeting, you are requested to complete, date, sign and
return the enclosed proxy in the enclosed envelope for which postage has been
paid. If you have any questions regarding the information in the attached proxy
materials, please do not hesitate to call First Century Bank, N.A., (304)325-
8181.
You will be asked at the meeting to fix the number of directors for the
Company for the ensuing year at fourteen (14), and to elect the nominees
submitted for your consideration in the accompanying Proxy Statement. You will
also be asked to ratify the selection of independent auditors for the Company
for the year ending December 31, 1999. Additionally, you will be asked to
approve an amendment to the Articles of Incorporation changing the Company's
name to First Century Bankshares, Inc.
You are urged to read this accompanying Proxy Statement carefully, as it
contains detailed information regarding the nominees for directors of the
Corporation, the independent auditors of the Corporation and the proposed
amendment of the Articles of Incorporation.
Very truly yours,
/s/ B. L. Jackson Jr.
B. L. Jackson Jr.
Chairman of the Board
/s/ R. W. Wilkinson
R.W. Wilkinson, President
and Chief Executive Officer
<PAGE>
POCAHONTAS BANKSHARES CORPORATION
500 Federal Street
Bluefield, West Virginia 24701
________________________________________
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
________________________________________
TIME....................... 11:00 a.m. on Tuesday, April 20, 1999
PLACE...................... Fincastle Country Club
Route 720, Double Gates
Bluefield, Virginia
ITEMS OF BUSINESS.......... (1) To fix the number of directors for
the Company for the ensuing year at
fourteen (14) and to elect the
nominees submitted for your
consideration;
(2) To approve an amendment to the
Articles of Incorporation changing
the Company's name to First Century
Bankshares, Inc.;
(3) Ratify the selection of the
Company's independent auditors for
the fiscal year ending December 31,
1999; and
(4) To transact such other business
as may properly come before the
meeting. The Board of Directors at
present knows of no other business
to come before the annual meeting.
RECORD DATE................ Only those shareholders of record at
the close of business on March 25,
1999 shall be entitled to notice and
to vote at the meeting.
ANNUAL REPORT.............. Our 1998 Annual Report, which is not
a part of the proxy materials, is
enclosed.
PROXY VOTING............... It is important that your shares be
represented and voted at the Meeting.
Please MARK, SIGN, DATE and PROMPTLY
RETURN the enclosed proxy card in the
postage-paid envelope. Any proxy may
be revoked prior to its exercise at
the Meeting.
March 30, 1999............. B. L. Jackson
Chairman of the Board
<PAGE>
TABLE OF CONTENTS
<TABLE>
<S> <C>
PROXY STATEMENT.......................................................... 1
Shareholders Entitled to Vote....................................... 1
Proxies............................................................. 1
Vote By Mail........................................................ 1
Voting at the Annual Meeting........................................ 1
Voting of Other Matters............................................. 1
List of Shareholders................................................ 2
Required Vote....................................................... 2
Cost of Proxy Solicitation.......................................... 2
Shareholder Account Maintenance..................................... 3
Section 16(a) Beneficial Ownership Reporting Compliance............. 3
RECENT DEVELOPMENTS...................................................... 3
Acquisition of Branches............................................. 3
Consolidation of Virginia and West Virginia Subsidiaries............ 3
GOVERNANCE OF THE COMPANY................................................ 3
Board and Committee Membership...................................... 3
The Executive Committee............................................. 4
The Audit and Compliance Committee.................................. 4
Compensation Committee.............................................. 4
Related Transactions................................................ 4
Indemnification..................................................... 5
Fees and Benefit Plans for Directors................................ 5
Meeting Fees........................................................ 5
ITEM 1 -- ELECTION OF DIRECTORS.......................................... 6
Security Ownership of Directors and Officers........................ 6
Family Relationships................................................ 6
Retirement of John C. Shott......................................... 6
NOMINEES FOR DIRECTORS WHOSE TERMS EXPIRE IN 2000........................ 7
ITEM 2 -- APPROVAL OF AMENDMENT TO ARTICLES OF INCORPORATION............. 9
ITEM 3 -- APPROVAL OF AUDITORS........................................... 9
EXECUTIVE COMPENSATION................................................... 10
Cash Compensation................................................... 10
Summary Compensation Table.......................................... 10
OPTION GRANTS IN 1998.................................................... 11
EXECUTIVE COMPENSATION COMMITTEE REPORT.................................. 12
Overview of Compensation Philosophy................................. 12
Salaries....................................................... 12
Executive Annual Incentive Awards.............................. 12
Long-term Incentive Compensation............................... 12
</TABLE>
i
<PAGE>
<TABLE>
<S> <C>
Evaluation of Executive Performance................................. 12
Total Compensation.................................................. 13
Salaries............................................................ 13
President and CEO.............................................. 13
Other Named Executive Officer.................................. 13
Executive Annual Incentive Awards................................... 13
Long-Term Incentive Compensation - Stock Option Plan................ 13
President and CEO.............................................. 14
Other Named Executive Officer.................................. 14
Glossary............................................................ 14
Committee...................................................... 14
Executive Bonus Awards......................................... 14
Stock Options.................................................. 14
Named Executive Officers....................................... 14
Peer Group..................................................... 14
The Executive Compensation Committee................................ 14
Pocahontas Bankshares............................................... 15
Retirement Savings Plan........................................ 15
Pension Plan................................................... 15
PERFORMANCE GRAPH........................................................ 17
PRINCIPAL STOCKHOLDERS................................................... 18
REQUIREMENTS, INCLUDING DEADLINES, FOR SUBMISSION
OF PROXY PROPOSALS, NOMINATION OF DIRECTORS AND
OTHER BUSINESS OF SHAREHOLDERS........................................... 19
Stock Transfers..................................................... 19
FORM 10-K................................................................ 19
EXHIBIT A................................................................ 20
</TABLE>
ii
<PAGE>
Pocahontas Bankshares Corporation
500 Federal Street
Bluefield, West Virginia 24701
PROXY STATEMENT
- --------------------------------------------------------------------------------
These proxy materials are delivered in connection with the solicitation by
the Board of Directors of Pocahontas Bankshares Corporation ("Pocahontas," the
"Company," "we," or "us"), a West Virginia corporation, of proxies to be voted
at our 1999 Annual Meeting of Shareholders and at any adjournment or
postponement.
You are invited to attend our Annual Meeting of Shareholders on April 20,
1999, beginning at 11:00 a.m. The Meeting will be held at the Fincastle Country
Club, Route 720, Double Gates, Bluefield, Virginia.
This Proxy Statement, form of proxy and voting instructions are being
mailed starting March 30, 1999.
SHAREHOLDERS ENTITLED TO VOTE
Holders of record of Pocahontas common shares at the close of business on
March 25, 1999 are entitled to receive this notice and to vote their shares at
the Annual Meeting. As of that date, there were 2,000,000 common shares
outstanding. Each common share is entitled to one vote on each matter properly
brought before the Meeting.
PROXIES
Your vote is important. Shareholders of record may vote their proxies by
mail. If you choose to vote by mail, a postage-paid envelope is provided.
Proxies may be revoked at any time before they are exercised by (1) written
notice to the Secretary of the Company, (2) timely delivery of a valid, later-
dated proxy or (3) voting at the Annual Meeting.
YOU MAY SAVE US THE EXPENSE OF A SECOND MAILING BY VOTING PROMPTLY. Choose
one of the following voting methods to cast your vote.
VOTE BY MAIL
If you choose to vote by mail, simply mark your proxy, date and sign it,
and return it to us in the postage-paid envelope provided.
VOTING AT THE ANNUAL MEETING
The method by which you vote now will in no way limit your right to vote at
the Annual Meeting if you later decide to attend in person. If your shares are
held in the name of a bank, broker or other holder of record, you must obtain a
proxy, executed in your favor, from the holder of record to be able to vote at
the Meeting.
All shares that have been properly voted and not revoked will be voted at
the Annual Meeting in accordance with your instructions. If you sign your proxy
card but do not give voting instructions, the shares represented by that proxy
will be voted as recommended by the Board of Directors.
VOTING OF OTHER MATTERS
If any other matters are properly presented at the Annual Meeting for
consideration, the persons named in the enclosed form of proxy will have the
discretion to vote on those matters for you. At the date this proxy statement
went to press, we do not know of any other matter to be raised at the Annual
Meeting.
1
<PAGE>
LIST OF SHAREHOLDERS
A list of shareholders entitled to vote at the Annual Meeting will be
available at the Annual Meeting and for ten days prior to the Meeting, between
the hours of 8:45 a.m. and 4:30 p.m., at our offices at 500 Federal Street,
Bluefield, West Virginia 24701, by contacting the Secretary of the Company.
REQUIRED VOTE
The presence, in person or by proxy, of the holders of a majority of the
votes entitled to be cast by the shareholders entitled to vote at the Annual
Meeting is necessary to constitute a quorum. Abstentions and broker "non-votes"
are counted as present and entitled to vote for purposes of determining a
quorum. A broker "non-vote" occurs when a nominee holding shares for a
beneficial owner does not vote on a particular proposal because the nominee does
not have discretionary voting power for that particular item and has not
received instructions from the beneficial owner.
A plurality of the votes cast is required for the election of Directors.
Abstentions and broker "non-votes" are not counted for purposes of the election
of Directors.
In the election of directors, shareholders cast one (1) vote for each
nominee for each share held. However, every shareholder has the right of
cumulative voting, in person or by proxy, in the election of directors.
Cumulative voting gives each shareholder the right to aggregate all votes which
he or she is entitled to cast in the election of directors and to cast all such
votes for one candidate or distribute them among as many candidates and in such
a manner as the shareholder desires.
At our 1999 Annual Meeting, the number of directors to be elected is
fourteen (14). Each shareholder has the right to cast fourteen (14) votes in the
election of directors for each share of stock held on the record date. If you
wish to exercise, by proxy, your right to cumulative voting in the election of
directors, you must provide a proxy showing how your votes are to be distributed
among one or more candidates. Unless contrary instructions are given by a
shareholder who signs and returns a proxy, all votes for the election of
directors represented by such proxy will be divided equally among the fourteen
(14) nominees. If cumulative voting is invoked by any share-holder, the vote
represented by the proxies delivered pursuant to this solicitation, which do not
contain contrary instructions, may be cumulated at the discretion of the Board
of Directors of Pocahontas Bankshares Corporation in order to elect to the Board
of Directors the maximum nominees named in this proxy statement.
On the record date, there were 2,000,000 shares of common stock outstanding
which are held by approximately 610 share-holders of record. A majority of the
outstanding shares of Pocahontas Bankshares Corporation will constitute a quorum
at the meeting.
The affirmative vote of two thirds (2/3) of the shares outstanding is
required to approve the Amendment to the Articles.
The affirmative vote of a majority of the votes cast is required to approve
the appoint-ment of PricewaterhouseCoopers, LLP. Abstentions and broker "non-
votes" are not counted for purposes of approving this matter.
COST OF PROXY SOLICITATION
We will pay the expenses of soliciting proxies. Proxies may be solicited on
our behalf by Directors, officers or employees in person or by telephone,
electronic transmission, facsimile transmission or by telegram. Brokers,
fiduciaries, custodians and other nominees have been requested to forward
solicitation materials to the beneficial owners of the Company's common stock.
Upon request we will reimburse these entities for their reasonable expenses.
2
<PAGE>
SHAREHOLDER ACCOUNT MAINTENANCE
We act as our own Transfer Agent. All communications concerning accounts of
shareholders of record, including address changes, name changes, inquiries as to
requirements to transfer common shares and similar issues can be handled by
calling the Financial Services Division of First Century Bank, N.A. at (304)
324-3276.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires our Directors
and executive officers to file reports of holdings and transactions in
Pocahontas shares with the SEC. Based on our records and other information, we
believe that in 1998 our Directors and executive officers met all applicable SEC
filing requirements.
- --------------------------------------------------------------------------------
RECENT DEVELOPMENTS
- --------------------------------------------------------------------------------
ACQUISITION OF BRANCHES
On December 23, 1998, the Company executed an agreement to purchase the
assets and assume certain liabilities of a branch owned by City National Bank of
West Virginia.
The branch acquired from City National Bank of West Virginia is located in
Hinton, West Virginia. Pocahontas will pay approximately $5 million for the
Hinton Branch.
On March 11, 1999, the Company filed an application with the Office of the
Comptroller of the Currency to acquire the branch. We anticipate regulatory
approval sometime in early April. Assuming receipt of regulatory approval, we
anticipate this transaction will close on May 21, 1999. Upon consummation, the
Company will have assets of approximately $360 million.
CONSOLIDATION OF VIRGINIA AND WEST VIRGINIA SUBSIDIARIES
On March 11, 1999, the Company filed an application with the Office of the
Comptroller of the Currency to consolidate its Virginia subsidiary, First
Century Bank, into its West Virginia subsidiary, First Century Bank, N.A. As a
result of this transaction, the Company will have a single subsidiary with
branch offices located in Wytheville, Fort Chiswell, and Bluefield, Virginia,
and Bluefield, Oceana, Pineville and Princeton, West Virginia.
Assuming receipt of regulatory approval, we anticipate the consolidation
will occur on May 14, 1999.
- --------------------------------------------------------------------------------
GOVERNANCE OF THE COMPANY
- --------------------------------------------------------------------------------
BOARD AND COMMITTEE MEMBERSHIP
During 1998, the Board of Directors met 5 times. The Board of Directors of
the Company has a standing Executive Committee, Audit & Compliance Committee and
Compensation Committee. The following directors attended fewer than 75% of the
aggregate of the total number of meetings of the Board of Directors and all
committees of the board on which he served: C. E. Richner, John C. Shott, and
Scott H. Shott.
3
<PAGE>
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------
Executive Audit & Compensation
Name Board Committee Compliance Committee
---- ----- --------- ---------- ---------
<S> <C> <C> <C> <C>
Paul Cole, Jr. X
Eustace Frederick X X*
B. L. Jackson, Jr. X*
Robert M. Jones, Jr. X X* X*
Harold L. Miller X
Charles A. Peters X X X
C. E. Richner X X
Byron K. Satterfield X X
John C. Shott X X
Scott H. Shott X X X
Walter L. Sowers X
J. Brookins Taylor X
Frank W. Wilkinson X
R. W. Wilkinson X X
1998 Meetings 5 6 4 3
-----------
* Chair
- ------------------------------------------------------------------------
</TABLE>
THE EXECUTIVE COMMITTEE
The Executive Committee is comprised of five directors, Robert M. Jones,
Jr., Charles A. Peters, Byron K. Satterfield, Scott H. Shott and R. W.
Wilkinson. The Executive Committee makes recommendations regarding nominees to
the Board of Directors, and is responsible for the management of the budget,
development of policies and implementation of such policies and review of
personnel and salaries. The Executive Committee performs such duties and
exercises the powers delegated to it by the Board of Directors.
THE AUDIT AND COMPLIANCE COMMITTEE
The Compliance and Audit Committee has the primary responsibility to review
and evaluate significant matters relating to audit, internal control and
compliance. It reviews, with representatives of the independent auditors, the
scope and results of the examination of financial statements, audit fees and any
recommendations with respect to internal controls and financial matters. This
committee is also responsible for monitoring trust activities, including the
review of the assets in each trust as to their safety and current value, and the
advisability of retaining or disposing of such assets. Current members of this
committee are Eustace Frederick, John C. Shott and C. E. Richner as well as two
(2) directors from the subsidiary bank's board of directors.
COMPENSATION COMMITTEE
The Compensation Committee consists of the non-employee members of the
Executive Committee. This Committee establishes the compensation and evaluates
the performance of the President and CEO and other executive officers.
RELATED TRANSACTIONS
Directors and executive officers of the Company and its subsidiaries,
members of their immediate families, and business organizations and individuals
associated with them have been customers of, and have had normal banking
transactions with, Pocahontas Bankshares Corporation. All such transactions were
made in the ordinary course of business, were made
4
<PAGE>
on substantially the same terms, including interest rates and collateral, as
those prevailing at the time for comparable transactions with other persons and
did not involve more than the normal risk of collectibility or present other
unfavorable features.
INDEMNIFICATION
We indemnify our Directors and officers to the fullest extent permitted by
law so that they will serve free from undue concern that they will not be
indemnified. This is required under our By-laws.
FEES AND BENEFIT PLANS FOR DIRECTORS
Directors of the Company do not receive a fee for their services. Board
fees are paid by our subsidiary banks. Directors of Pocahontas Bankshares
Corporation receive the following compensation.
MEETING FEES. Directors of the Company are paid $300 for each board
meeting attended during the year. Non-employee Directors also receive a fee of
$100 for each committee meeting attended. Directors of the Company who are also
directors of the various subsidiaries receive compensation as follows: First
Century Bank, N.A. - $200 for each board meeting attended and $100 for each
committee meeting attended; First Century Bank - $100 for each board meeting
attended and $50 for each committee meeting attended.
Effective immediately following last year's Annual Meeting, employee
directors no longer receive board fees for their service on the Company's Board
and on the boards of the Company's subsidiaries.
5
<PAGE>
ITEM 1 -- ELECTION OF DIRECTORS
- --------------------------------------------------------------------------------
The Board of Directors consists of one class of fourteen (14) Directors.
Fourteen (14) Directors will be elected at our 1999 Annual Meeting to serve for
a one-year term expiring at our Annual Meeting in the year 2000.
The persons named in the enclosed proxy intend to vote the proxy for the
election of each of the fourteen nominees, unless you indicate on the proxy card
that your vote should be withheld from any or all of such nominees. Each nominee
elected as a Director will continue in office until his or her successor has
been elected, or until his or her death, resignation or retirement.
The Board of Directors has proposed the following nominees for election as
Directors with terms expiring in 2000 at the Annual Meeting: Paul Cole, Jr.,
Eustace Frederick, B. L. Jackson, Jr., Robert M. Jones, Jr., Harold L. Miller,
Charles A. Peters, C. E. Richner, Byron K. Satterfield, John H. Shott, Scott H.
Shott, Walter L. Sowers, J. Brookins Taylor, Frank W. Wilkinson and R. W.
Wilkinson.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF THESE NOMINEES
FOR ELECTION AS DIRECTORS.
We expect each nominee for election as a Director to be able to serve if
elected. If any nominee is not able to serve, proxies will be voted in favor of
the remainder of those nominated and may be voted for substitute nominees,
unless the Board chooses to reduce the number of Directors serving on the Board.
The principal occupation and certain other information about the nominees
for Director are set forth on the following pages.
SECURITY OWNERSHIP OF DIRECTORS AND OFFICERS
As of February 28, 1999, Directors and the named executive officers of the
Company:
. owned beneficially, directly or indirectly, the number of shares of common
stock indicated; and
. held the number of options exercisable within sixty (60) days after that
date, to purchase the number of shares indicated pursuant to the Company's
Stock Option Plans.
All Directors and executive officers as a group owned 453,185 shares or
22.54% of the Company's common stock.
FAMILY RELATIONSHIPS
Mr. Frank W. Wilkinson is the son of R. W. Wilkinson. Scott H. Shott is
John H. Shott's uncle. John H. Shott is the son of John C. Shott.
RETIREMENT OF JOHN C. SHOTT
Effective April 20, 1999, John C. Shott will retire from the Company's
Board of Directors. We thank Mr. Shott for his many years of dedicated service.
6
<PAGE>
<TABLE>
<CAPTION>
Amount of Beneficial
Name and Age as of the Position, Principal Occupation Ownership of Shares of
April 20, 1999 Meeting Date Business Experience and Directorships Common Stock and Options
- ----------------------------------------------------------------------------------------------------------------
NOMINEES FOR DIRECTORS WHOSE TERMS EXPIRE IN 2000
- ----------------------------------------------------------------------------------------------------------------
Shares Options %
- ----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Paul Cole, Jr. ................ 67 President, Cole Motor Company and Cole 20,500 1,000 1.06%
Chevrolet - Cadillac; Director of the
Company since 1998.
- ----------------------------------------------------------------------------------------------------------------
Eustace Frederick.............. 68 Mining Engineering Consultant; formerly 3,200 1,000 *
Senior Vice President, Consolidation Coal
Company; Director of the Company since
1987.
- ----------------------------------------------------------------------------------------------------------------
B. L. Jackson ................. 74 Formerly, President, The First National Bank 12,780 1,000 *
of Bluefield. Chairman of the Board of the *
Company. Director of the Company since
1983.
----------------------------------------------------------------------------------------------------------------
Robert M. Jones ............... 46 Physician and Surgeon. Director of the 62,856 1,000 3.17%
Company since 1993.
- ----------------------------------------------------------------------------------------------------------------
Harold L. Miller .............. 64 Former President, Flat Top Insurance 3,078 1,000 *
Agency. Director of the Company since
1984.
- ----------------------------------------------------------------------------------------------------------------
Charles A. Peters ............. 76 President, Peters Equipment, Inc. Secretary 13,260 1,000 *
of the Company. Director of the Company
since 1983.
- ----------------------------------------------------------------------------------------------------------------
C. E. Richner ................. 75 President, C. E. Richner Drilling Company. 2,924 1,000 *
Director of the Company since 1989.
- ----------------------------------------------------------------------------------------------------------------
Byron K. Satterfield .......... 59 Executive Vice President and Trust Officer 17,540 - *
of First Century Bank, N.A. Director of the
Company since 1984.
----------------------------------------------------------------------------------------------------------------
John H. Shott ................. 50 Attorney, Shott, Gurganus & Williamson. 2,052 1,000 *
New Nominee for Director.
- ----------------------------------------------------------------------------------------------------------------
Scott H. Shott ................ 72 Vice President, The Hugh I. Shott, Jr., 25,148 1,000 1.30%
Foundation. Director of the Company since
1985.
- ----------------------------------------------------------------------------------------------------------------
Walter L. Sowers .............. 59 President, Pemco Corporation, Manufacturer 8,421 1,000 *
of Electrical Products. Director of the
Company since 1983.
- ----------------------------------------------------------------------------------------------------------------
</TABLE>
7
<PAGE>
<TABLE>
<CAPTION>
Amount of Beneficial
Name and Age as of the Position, Principal Occupation Ownership of Shares of
April 20, 1999 Meeting Date Business Experience and Directorships Common Stock and Options
- ----------------------------------------------------------------------------------------------------------------
Shares Options %
- ----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
J. Brookins Taylor .......... 71 Physician. Director of the Company since 36,196 1,000 1.81%
1984.
- ----------------------------------------------------------------------------------------------------------------
Frank W. Wilkinson .......... 37 Vice President, Marketing and Branch 6,948 - *
Administration, First Century Bank, N.A.
Director of the Company since 1996.
- ----------------------------------------------------------------------------------------------------------------
R. W. Wilkinson ............. 66 Chairman, First Century Bank. President and 225,000 - 11.25%
Chief Executive Officer of the Company and (1)
First Century Bank, N.A. Director of the
Company since 1983.
- ----------------------------------------------------------------------------------------------------------------
</TABLE>
* Indicates the Director owns less than 1% of the Company's issued and
outstanding shares.
(1) Includes 205,000 shares owned of record by Mr. Wilkinson. Also includes
20,000 shares owned of record by Mr. Wilkinson's wife, as to which Mr.
Wilkinson disclaims beneficial ownership.
8
<PAGE>
ITEM 2 -- APPROVAL OF AMENDMENT TO ARTICLES OF INCORPORATION
- --------------------------------------------------------------------------------
On February 16, 1999, your Board of Directors approved for presentation at
the Annual Meeting, an amendment to the Company's Articles of Incorporation
changing the Company's name from "Pocahontas Bankshares Corporation" to "First
Century Bankshares, Inc." The primary reason for the proposed change is the
marketability of the proposed new name as the Company continues to expand beyond
the Bluefield, West Virginia area. A copy of the proposed amendment is attached
to these proxy materials as Exhibit A.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE APPROVAL OF THE AMENDMENT TO
THE ARTICLES OF INCORPORATION CHANGING THE COMPANY'S NAME.
ITEM 3 -- APPROVAL OF AUDITORS
- --------------------------------------------------------------------------------
The Board of Directors has appointed PricewaterhouseCoopers, LLP to serve
as our independent auditors for 1999, subject to the ratification of our
shareholders.
Representatives of PricewaterhouseCoopers, LLP will be present at the
Annual Meeting to answer questions. They will also have the opportunity to make
a statement if they desire to do so.
The affirmative vote of a majority of votes cast on this proposal is
required for the approval of this proposal.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE APPROVAL OF
PRICEWATERHOUSECOOPERS, LLP AS OUR INDEPENDENT AUDITORS FOR THE YEAR 1999.
9
<PAGE>
EXECUTIVE COMPENSATION
- --------------------------------------------------------------------------------
CASH COMPENSATION
Executive officers of the Company are not compensated for services rendered
to the Company. Executive officers of its subsidiaries are compensated for
services rendered. The table below sets forth the cash compensation of the
Company's Chief Executive Officer and any executive officer of Pocahontas
Bankshares Corporation or its subsidiaries earning $100,000 or more for the
years ended December 31, 1998, 1997 and 1996.
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------
SUMMARY COMPENSATION TABLE
- -------------------------------------------------------------------------------------------------------------------
Long Term
Annual Compensation Compensation
-----------------------------------------------------------------------
Securities
Name and Other Underlying All
Principal Position Year Salary Bonus /(1)/ Compensation /(2)/ Options Other /(3)/
<S> <C> <C> <C> <C> <C> <C>
R. W. Wilkinson 1998 $196,760 $82,532 $1,800 23,820 $45,641
Chairman, President and CEO
1997 $187,280 $69,304 $5,100 0 $41,565
1996 $181,680 $29,533 $4,600 0 $28,669
Byron K. Satterfield 1998 $101,360 $13,971 $1,400 7,395 $13,966
Executive Vice President and
Trust Officer
1997 $ 95,680 $14,009 $3,900 0 $11,844
1996 $ 92,868 $13,361 $3,700 0 $10,998
- -------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) The amounts in the Bonus column include cash bonuses paid pursuant to The
Executive Bonus Plan. Mr. Wilkinson received the following amounts under
this plan: 1998 - $30,015; 1997 - $21,137; and 1996 -$20,603. Mr. received
the following amounts under this plan: 1998 - $10,350; 1997 - $10,795; and
1996 - $10,528. A similar bonus plan is in effect for the fiscal year
ending December 31, 1999. Additionally, under a split-dollar life insurance
arrangement, Mr. Wilkinson received the following bonus amounts to be
applied to the cost of insurance: 1998 - $52,517; 1997- $48,167; and 1996 -
$8,930. Mr. Satterfield received the following amounts under a similar
split-dollar life insurance arrangement: 1998 -$3.621; 1997 - $3,214; and
1996 - $2,833.
(2) Includes amounts paid for services as a director.
(3) Includes amounts contributed by the Corporation pursuant to its qualified
401(k) retirement savings plan as follows: Mr. Wilkinson, 1998 - $5,000;
1997 - $4,750; and 1996 - $4,220; Mr. Satterfield, 1998 - $5,000; 1997 -
$4,000; and 1996 - $4,200. Additionally, the current dollar value of the
benefit to executive officers of the remainder of the premiums paid by the
Corporation under a split-dollar life insurance arrangement, projected on
an actuarial basis, is as follows: Mr. Wilkinson, 1998 - $40,641; 1997 -
$36,815; and 1996 - $24,449; Mr. Satterfield, 1998 - $8,966; 1997 - $7,844;
and 1996 - $6,798.
The Corporation provides certain personal benefits to officers not
directly related to job performance, such as personal use of automobiles and the
portion of club dues and fees which may be attributable to personal use.
Management of the Corporation has concluded that the aggregate amounts of such
personal benefits do not exceed the lesser of either $50,000 or 10% of total
salary and bonus for any individual officer.
10
<PAGE>
OPTION GRANTS IN 1998
This table shows all options to purchase our common stock granted to each
or our Named Executive Officers in 1998 and the potential value of such grants
at stock price appreciation rates of 5% and 10%, compounded annually over the
maximum ten-year term of the options. The 5% and 10% rates of appreciation are
required to be disclosed by Securities and Exchange Commission rules and are not
intended to forecast possible future appreciation, if any, in our stock price.
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------------------
Potential Realization Value at
Assumed
Annual Rages of Stock Price
Individual Grants Appreciation for Option Term ($)
---------------------------------------------------------------- --------------------------------
Percent of
Number of Total
Securities Options Exercise
Name Underlying Granted to or
Options Employees Base
Granted in Price Expiration
(#)(1) Fiscal Year ($/Sh)(2) Date 5% 10%
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
R. W. Wilkinson 23,820 41% 20.25 July 1, 2008 303,352 768,729
Byron K. Satterfield 7,395 13% 20.25 July 1, 2008 94,177 238,654
</TABLE>
(1) Option grants for Named Executive Officers who received grants in 1998
consisted of grants that are exercisable over five (5) years at a rate of
20% per year on each anniversary date beginning on July 1, 1999.
(2) The exercise price for all stock option grants shown in this column is the
average of the closing prices reported on the last five (5) business days
prior to the date on which the common stock traded.
- --------------------------------------------------------------------------------
11
<PAGE>
EXECUTIVE COMPENSATION COMMITTEE REPORT
Please see the glossary at the end of this report for definitions of the
capitalized terms used in this report which have not already been defined in
this Proxy Statement.
OVERVIEW OF COMPENSATION PHILOSOPHY
The Committee establishes the salaries and other compensation of the
executive officers of the Company, including its President and CEO and other
Named Executive Officers. The Committee consists entirely of independent
Directors who are not officers or employees of the Company.
The Company's executive compensation program is designed to:
. retain executive officers by paying them competitively, motivate them to
contribute to the Company's success, and reward them for their performance;
. link a substantial part of each executive officer's compensation to the
performance of both the Company and the individual executive officer; and
. encourage ownership of Company common stock by executive officers.
As discussed below, the program consists of, and is intended to balance,
three elements:
. SALARIES. Salaries are based on the Committee's evaluation of individual job
performance and an assessment of the salaries and total compensation mix paid
by the Company's Peer Group to executive officers holding equivalent
positions.
. EXECUTIVE ANNUAL INCENTIVE AWARDS. Executive Annual Incentive Awards are based
on an evaluation of both individual and Company performance against
qualitative and quantitative measures.
. LONG-TERM INCENTIVE COMPENSATION. Long-term incentive awards, which consist of
stock options are designed to insure that incentive compensation is linked to
the long-term performance of the Company and its common stock.
EVALUATION OF EXECUTIVE PERFORMANCE
The Committee does not usually rely solely on predetermined formulae or a
limited set of criteria when it evaluates the performance of the President and
CEO and the Company's other executive officers. Instead, the Committee
considers:
. management's overall accomplishments;
. the accomplishments of the individual executives;
. the Company's financial performance; and
. other criteria discussed below.
In 1998, management continued to effectively implement its long-term
strategies, which included:
. growth and expansion of the current market share.
. growth into new markets.
The Committee believes that the success of these strategies is evidenced
by:
. the Company's strong financial performance in 1998;
. the Company's completed branch acquisition in 1998, within the Company's
current market.
. execution of an agreement to acquire a branch in the Company's target expanded
market.
12
<PAGE>
TOTAL COMPENSATION
Target total compensation levels of Company executives are established with
consideration given to an analysis of competitive market total compensation. The
total compensation package for each executive is then broken down into the basic
components indicated above and discussed in more detail below. In recent years,
the Committee has been directing a shift in the mix of the Company's executive
compensation towards incentive compensation, with proportionately lesser
emphasis on salaries. This strategy is intended to increase the performance
orientation of the Company's executive compensation, and the Committee intends
to continue this emphasis in 1999. Based on available public data and the
analysis of its outside compensation advisors, the total compensation of Mr.
Wilkinson and the other Named Executive Officers generally fell in the median of
total compensation paid by the Peer Group to their executives holding equivalent
positions. The Committee believes that position was consistent with the
outstanding performance of the Company compared to the Peer Group.
SALARIES
In setting salaries, the first element of executive compensation, the
Committee did not use a predetermined formula. Instead, the 1998 salaries of the
President and CEO and the other executive officers were based on:
. the Committee's evaluation of each officer's individual job performance;
. an assessment of the Company's performance; and
. a consideration of salaries paid by the Peer Group to executive officers
holding equivalent positions.
PRESIDENT AND CEO. Mr. Wilkinson's salary in 1998 totaled $196,760.
Compensation for 1999 has not been set. It is anticipated that Mr. Wilkinson's
salary will be adjusted for inflation.
OTHER NAMED EXECUTIVE OFFICER. The 1998 salary of Mr. Satterfield, the
other Named Executive Officer is shown in the "Salary" column of the Summary
Compensation Table.
EXECUTIVE ANNUAL INCENTIVE AWARDS
The second element of the executive compensation program is the Executive
Bonus Plan.
The Board of Directors adopted the Executive Bonus Plan in 1998. Under the
terms of this plan, the Board awards a bonus based on a formula which considers
the return of average assets and overall growth of the Company.
For 1998, an annual incentive award of $30,015 for Mr. Wilkinson was
approved by the Committee and confirmed by the Board. The Annual Incentive
Awards for 1998 paid to each of the Named Executive Officers are shown in the
"Bonus" column of the Summary Compensation Table.
LONG-TERM INCENTIVE COMPENSATION -STOCK OPTION PLAN
In 1998, Mr. Wilkinson and the other executive officers participated in the
Company's long-term incentive compensation program, the third element of
executive compensation. As discussed below, the program consisted of stock
option grants made under the Company's Stock Option Plan.
The Compensation Committee recommended and the Board approved the granting
of Stock Options to each executive officer in 1998 under the Company's Officer
Stock Option Plan. In selecting the size of the stock option grants, the
Committee reviewed:
. competitive data relating to similar grants made by the Peer Group to
executive officers holding comparable positions; and
. the individual stock ownership of the Company's executive officers.
13
<PAGE>
PRESIDENT AND CEO. Based upon this data, Mr. Wilkinson was awarded Stock
Options for 23,820 shares of common stock.
OTHER NAMED EXECUTIVE OFFICER. The other Named Executive Officer, Mr.
Satterfield, was awarded the number of Stock Options shown in the table headed
"Option Grants in 1998." The Key-Employee Stock Options of the Named Executive
Officers and all other executive officers will vest over a five (5) year period
with twenty (20) percent of the options vesting each year.
GLOSSARY
COMMITTEE. The Executive Compensation Committee of the Board of Directors
which is comprised of the non-employee members of the Executive committee.
EXECUTIVE BONUS AWARDS. These awards are annual cash payments which may be
awarded by the Committee pursuant to the Company's Bonus Plan which sets a
maximum award to each executive officer on the basis of both Company performance
and individual performance over the prior year. Qualitative and quantitative
performance indicators are used to serve as the basis for an assessment of the
performance of the executive officers are published by the Committee (and
approved by the Board in the case of the CEO) at the beginning of the
performance period.
STOCK OPTIONS. Stock options granted under the Company's Stock Option Plan
to a select group of management employees are considered to have a substantial
impact on the Company's operations.
NAMED EXECUTIVE OFFICERS. This refers to the executive officers of the
Company who earn salaries in excess of $100,000.
PEER GROUP. This group consists of a national peer group of banks with
assets of 200-500 Million Dollars.
THE EXECUTIVE COMPENSATION COMMITTEE
Robert M. Jones
Charles A. Peters
Scott H. Shott
14
<PAGE>
POCAHONTAS BANKSHARES
CORPORATION PLANS
RETIREMENT SAVINGS PLAN. The Company maintains a qualified 401(k)
retirement savings plan. All full time employees are eligible to participate on
a voluntary basis, after completing their first year of service. All employee
contributions are matched by the Company at a rate of fifty percent (50%) of the
employee contribution for 1998.
PENSION PLAN. The Company and its subsidiaries have maintained a qualified,
noncontributory pension plan for which each year's accrued costs are funded by
the Bank. This Plan was amended January 1, 1989, to incorporate any new
subsidiaries which may become associated with the Company.
Amounts are accrued or set aside each fiscal year to provide fixed benefits
to employees in the event of retirement at a specified age after a specified
number of years of service. The amount of estimated annual benefits upon
retirement assumes that the employee will continue to be employed at his or her
present compensation until retirement at age 65.
All employees who have attained the age of 22 and who have been employed
for at least six (6) months are eligible to participate. Benefits are determined
on an actuarial basis under a formula which takes into consideration the
participant's years of service and highest average earnings.
The cost of contributions to the plan is not included in the table
contained under the caption "Executive Compensation" because the regular
actuaries of the plan cannot readily calculate the amount of the contribution
applicable to individual members of the plan. Because of the present excess
funded position of the pension plan, no contributions have been made since 1985.
The table set forth below illustrates the estimated annual retirement
benefits payable to salaried employees, based on approximate current salary
levels, assuming retirement at age 65 on January 1, 1999.
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------
Average Annual
Salary, Highest Years of Service
Five Years ------------------------------------------------------
- -----------------
15 20 25 30 35 40
------- ------- ------- ------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
$ 15,000 $ 4,275 $ 5,700 $ 7,125 $ 8,550 $ 9,975 $ 11,400
$ 25,000 7,125 9,500 11,875 14,250 16,625 19,000
$ 35,000 9,975 13,300 16,625 19,950 23,275 26,600
$ 45,000 12,825 17,100 21,375 25,650 29,925 34,200
$ 55,000 15,675 20,900 26,125 31,350 36,575 41,800
$ 65,000 18,525 24,700 30,875 37,050 43,225 49,400
$ 75,000 21,375 28,500 35,625 42,750 49,875 57,000
$ 85,000 24,225 32,300 40,375 48,450 56,525 64,600
$ 95,000 27,075 36,100 45,125 54,150 63,175 72,200
$105,000 29,925 39,900 49,875 59,850 69,825 79,800
- ----------------------------------------------------------------------------
</TABLE>
15
<PAGE>
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------
Average Annual
Salary, Highest Years of Service
Five Years ------------------------------------------------------
- -----------------
15 20 25 30 35 40
------- ------- ------- ------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
$115,000 32,775 43,700 54,625 65,550 76,475 87,400
$125,000 35,625 47,500 59,375 71,250 83,125 95,000
$135,000 38,475 52,300 64,125 76,950 89,775 102,600
$145,000 41,325 55,100 68,875 82,650 96,425 110,200
$150,000 42,750 57,000 71,250 85,500 99,750 114,000
$155,000 44,175 58,900 73,625 88,350 103,075 117,800
$160,000 45,600 60,800 76,000 91,200 106,400 121,000
- ----------------------------------------------------------------------------
</TABLE>
As of December 31, 1998, Mr. Wilkinson had 36 credited years of
service and Mr. Satterfield had 35 credited years of service under the pension
plan.
16
<PAGE>
PERFORMANCE GRAPH
This graph compares our total shareholder returns (assuming reinvestment of
dividends), the NASDAQ stock index and the Carson Medlin Company's Independent
Bank Index. The Independent Bank Index is the compilation of the total return
to shareholders over the past five years of a group of 23 independent community
banks located in the southeastern states of Florida, Georgia, North Carolina,
South Carolina, Tennessee, Virginia and West Virginia.
[GRAPH APPEARS HERE]
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------
1993 1994 1995 1996 1997 1998
- -------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
POCAHONTAS BANKSHARES CORPORATION 100 147 182 214 230 293
INDEPENDENT BANK INDEX 100 119 151 191 280 296
NASDAQ INDEX 100 98 138 170 209 293
- -------------------------------------------------------------------------
</TABLE>
17
<PAGE>
PRINCIPAL STOCKHOLDERS
The following table sets forth, as of February 28, 1999, the persons or
entities who to the best information and knowledge of the Corporation,
beneficially own more than 5% of the outstanding shares of the Corporation's
Common Stock. Except where otherwise indicated, the following stockholders are
the record owners of, and possess sole voting and investment powers with respect
to, all of their shares.
<TABLE>
<CAPTION>
Name and Address Amount and Nature of Percent
of Beneficial Owner Beneficial Ownership of Class
------------------- -------------------- ---------
<S> <C> <C>
R. W. Wilkinson 225,000/(1)/ 11.25%
2207 Orchard Way
Bluefield, West Virginia 24701
The Ethel N. Bowen Foundation 130,000/(2)/ 6.50%
500 Federal Street
Bluefield, West Virginia 24701
</TABLE>
(1) Includes 205,000 shares owned of record by Mr. Wilkinson. Also includes
20,000 shares owned of record by Mr. Wilkinson's wife, as to which Mr. Wilkinson
disclaims beneficial ownership.
(2) These shares are held by First Century Bank, N.A. as a safekeeping
custodian for The Ethel N. Bowen Foundation. The Ethel N. Bowen Foundation is a
private charitable foundation, the affairs of which are governed by a board of
directors composed of five persons. Four of these directors are also directors
of Pocahontas Bankshares Corporation and First Century Bank, N.A. and include:
B. L. Jackson, Jr., B. K. Satterfield, F. W. Wilkinson, and R. W. Wilkinson. The
fifth director is Henry C. Bowen.
18
<PAGE>
REQUIREMENTS, INCLUDING DEADLINES, FOR SUBMISSION
OF PROXY PROPOSALS AND
OTHER BUSINESS OF SHAREHOLDERS
________________________________________________________________________________
The Board is not aware of any matters that are expected to come before the
Annual Meeting other than those referred to in this Proxy Statement. If any
other matter should come before the Annual Meeting, the persons named in the
accompanying proxy intend to vote the proxies in accordance with their best
judgment.
Under the rules of the SEC, shareholder proposals intended to be presented
at the Company's 1999 Annual Meeting of Shareholders must be received by us,
Attention: Secretary, at our principal executive offices by December 31, 1999
for inclusion in the proxy statement and form of proxy relating to that meeting.
STOCK TRANSFERS
Shares of the Company's common stock are occasionally bought and sold by
private individuals, firms or corporations. In many instances, the Company does
not have knowledge of the purchase price or the terms of the purchase. No
definitive records of bids and ask or sale prices are available.
If you would like information about firms that make a market in our stock,
you may contact J. Ronald Hypes, Treasurer, Pocahontas Bankshares Corporation,
500 Federal Street, Bluefield, West Virginia 24701.
________________________________________________________________________________
FORM 10-K
________________________________________________________________________________
THE COMPANY WILL FURNISH WITHOUT CHARGE TO EACH PERSON WHOSE PROXY IS BEING
SOLICITED, UPON THE REQUEST OF ANY SUCH PERSON, A COPY OF THE COMPANY'S ANNUAL
REPORT ON FORM 10-K FOR 1998. REQUESTS FOR COPIES OF SUCH REPORT SHOULD BE
DIRECTED TO J. RONALD HYPES, TREASURER, POCAHONTAS BANKSHARES CORPORATION, 500
FEDERAL STREET, BLUEFIELD, WEST VIRGINIA 24701.
________________________________________________________________________________
Whether or not you plan to attend the Meeting, please mark, sign, date and
promptly return the enclosed proxy in the enclosed envelope. No postage is
required for mailing in the United States.
By Order of the Board of Directors,
March 30, 1999
19
<PAGE>
EXHIBIT A
PROPOSED AMENDMENT TO THE COMPANY'S ARTICLES OF INCORPORATION
Article I which reads:
I. The undersigned agrees to become a corporation by the name of
POCAHONTAS BANKSHARES CORPORATION.
would be amended to read:
I. The undersigned agrees to become a corporation by the name of FIRST
CENTURY BANKSHARES, INC.
<PAGE>
PROXY SOLICITED BY THE BOARD OF DIRECTORS FOR
THE ANNUAL MEETING OF STOCKHOLDERS OF
POCAHONTAS BANKSHARES CORPORATION
The undersigned stockholder(s) of POCAHONTAS BANKSHARES CORPORATION, hereby
appoints and constitutes CHARLES A. PETERS, C. E. RICHNER, BYRON K.
SATTERFIELD AND WALTER L. SOWERS, or any one of them, but if more than one
present, a majority of them present, to act as lawful attorney or proxy of the
undersigned, with the power of substitution for and in the name, place and
stead of the undersigned, to vote at the Annual Meeting of Stockholders of the
Corporation to be held on April 20, 1999, at Fincastle Country Club, Route
720, Double Gates, Bluefield, Virginia, at 11:00 a.m. or any adjournment
thereof, for the following purposes and upon any other matters that may come
before the meeting or any adjournment thereof, with all the powers the
undersigned would possess if personally present, hereby revoking all previous
proxies:
1. To elect fourteen (14) directors of the Corporation for terms of one year,
and until their successors are elected and qualified.
[_] FOR all nominees listed below [_] WITHHOLD AUTHORITY
(except as marked to the contrary You also may withhold authority to
below) vote for any nominee by lining through
or otherwise striking out his name.
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Paul Cole, Jr. Harold L. Miller John H. Shott J. Brookins Taylor, M.D.
Eustace Frederick Charles A. Peters Scott H. Shott Frank. W. Wilkinson
B. L. Jackson, Jr. C. E. Richner Walter L. Sowers R. W. Wilkinson
Robert M. Jones, M.D. Byron K. Satterfield
</TABLE>
2. To approve an amendment to the Articles of Incorporation changing the
Corporation's name to First Century Bankshares, Inc.
[_] FOR [_] AGAINST [_] ABSTAIN
(Continued and to be signed on reverse side)
<PAGE>
3. To ratify the selection of the firm of PricewaterhouseCoopers, LLP, as
independent auditors of the Corporation for the fiscal year ending December
31, 1999.
[_] FOR [_] AGAINST [_] ABSTAIN
4. In their discretion, the Proxies are authorized to vote upon such other
business as may properly be brought before the meeting or any adjournment
thereof.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED STOCKHOLDER(S). IF NO DIRECTION IS MADE, THIS PROXY
WILL BE VOTED RATABLY FOR PROPOSAL 1 AND WILL BE VOTED FOR PROPOSALS 2 AND 3.
Dated this .................., 1999
...................................
Signature
...................................
Signature
(When signing as an attorney,
administrator, trustee or
guardian, please give full title
as such. If a corporation, please
sign in full corporate name by
President or other authorized
officer. If a partnership, please
sign in partnership name by
authorized person. For joint
accounts, each joint owner should
sign.)
(Please date and sign exactly as name(s) appear on the share certificate.)
