UNITED OKLAHOMA BANKSHARES, INC.
4600 S. E. 29th
Del City, OK 73115
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Be Held
April 25, 1996
NOTICE IS HEREBY GIVEN that the 1996 Annual Meeting of the
Shareholders of United Oklahoma Bankshares, Inc. (the
"Company") will be held at the offices of the Company, 4600
S. E. 29th Street, Del City, Oklahoma, (Second Floor) on
Thursday, April 25, 1996, at 10:00 a.m., local time, for the
purpose of considering and voting upon the following matters:
1. To elect one (1) director for a term of three (3) years;
and
2. To elect one (1) director for a term of one (1) year;
and
3. To transact such other business as may properly come
before the meeting or any adjournment thereof. The Board of
Directors is not aware of any other business to be presented
to a vote of the shareholders at the Annual Shareholders
Meeting.
The Board of Directors has fixed March 22, 1996 as the record
date for the determination of the shareholders entitled to
notice of and to vote at the 1996 Annual Shareholders Meeting
and any adjournment thereof, and only shareholders of record
at the close of business on that date will be entitled to
notice of and to vote at such meeting and adjournments
thereof.
You are cordially invited to attend the meeting. Even if you
plan to attend, you are respectfully requested to read the
attached proxy statement, and then promptly date, sign and
return the enclosed proxy at your earliest convenience. You
may revoke your proxy at any time prior to exercise.
BY ORDER OF THE BOARD OF DIRECTORS
J. Michael Adcock
Secretary
Del City, Oklahoma
March 28, 1996
UNITED OKLAHOMA BANKSHARES, INC.
4600 S. E. 29th Street
Del City, Oklahoma 73115
<PAGE>
PROXY STATEMENT
This Proxy Statement is furnished to shareholders of United
Oklahoma Bankshares, Inc. (the "Company") in connection with
the solicitation of proxies to be used in voting at the 1996
Annual Meeting of Shareholders and at any adjournments
thereof to be held on Thursday, April 25, 1996 at the offices
of United Oklahoma Bankshares, Inc., 4600 S. E. 29th Street,
Del City, Oklahoma 73115 at 10:00 a.m., local time. It is
first being mailed to shareholders on or about March 28,
1996. THE ENCLOSED PROXY IS SOLICITED ON BEHALF OF THE BOARD
OF DIRECTORS OF THE COMPANY.
Accompanying this statement are an annual report on Form 10K,
Notice of Annual Meeting of Shareholders and a form of proxy
for such meeting solicited by the Board of Directors.
VOTING
General
On March 22, 1996, the record date for shareholders entitled
to vote at the Annual Shareholders Meeting, there were
2,532,237 shares of common stock of the Company outstanding
after deducting 273,148 shares of treasury stock. Each share
is entitled to one vote. The Certificate of Incorporation
does not afford shareholders the right to cumulate votes for
the election of directors.
Quorum and Vote Required
The affirmative vote of the holders of a majority of the
outstanding common stock, present and voting at the Annual
Shareholders Meeting in person or by proxy, is required for
the election of directors. Ameribank Corporation, an
Oklahoma corporation, headquartered in Shawnee, Oklahoma
("Ameribank"), as of March 15, 1996 owns 1,515,218 shares
(59.8%) of the Company's outstanding common stock. Ameribank
has indicated to the Company that it intends to vote all of
such shares FOR the nominees for directors of the Company.
Voting by Proxy
In voting by proxy with regard to the election of the
directors, shareholders may vote in favor of the nominees, or
withhold their votes as to the specific nominee. If no
specific instructions are given with regard to the matters to
be voted upon, the shares represented by a signed proxy card
will be voted "FOR" the election of the directors. The proxy
may be revoked at any time before it is exercised by giving
notice to the Secretary of the Company in person or in
writing or by subsequently granting a later dated proxy
relating to the same shares, at any time prior to its being
exercised. Any shareholder attending the meeting may vote in
person whether or not a proxy was previously filed. The
shares represented by all properly executed proxies received
in time for the Annual Shareholders Meeting will be voted
unless proxies are revoked. The cost of soliciting proxies
will be borne by the Company. Solicitation will be made by
mail, but in addition may be made by telephone by certain
<PAGE> 2
officers and employees of the Company without additional
compensation to them.
Principal Stockholders
The following table shows the name and address of each
shareholder who beneficially owns more than 5% of the
Company's common stock, the number of shares beneficially
owned by each, and the percent of outstanding common stock so
owned as of March 15, 1996.
Title Amount and Nature of Percent
of Class Name and Address Beneficial Ownership of Class(1)
Common Ameribank Corporation 1,515,218(2)(3) 59.84%
201 N Broadway
Shawnee, OK 74801
Common Sooner Southwest Bankshares, Inc. 106,796(4) 4.22%
P. O. Box 1020
Bristow, OK 74010
Common Illinois Refining Company 58,096(4) 2.29%
P. O. Box 1020
Bristow, OK 74010
Common Robert B. Krumme 5,000(4) 0.02%
P. O. Box 1020
Bristow, OK 74010
___________________
(1)All percentages were calculated after excluding shares
held in treasury stock.
(2)All of Ameribank Corporation's shares are pledged
pursuant to a Security Agreement as collateral for the
repayment of a note held by a financial institution.
(3)See Footnote (1) under Stock Ownership by Management,
page 3.
(4)On July 6, 1995, the Company was notified that Sooner
Southwest Bankshares, Inc., Illinois Refining Company and
Robert B. Krumme filed a Schedule 13D reporting the ownership
as a group of the shares listed above.
<PAGE> 3
Stock Ownership by Management
The following table sets forth the beneficial ownership by
management of the Company's common and 9% preferred stock,
which are the only classes of capital stock of the Company
outstanding, as of March 15, 1996, together with the percent
of the outstanding shares of each class so owned by each
director, and by all officers and directors of the Company
and its subsidiaries as a group.
Amount of
Name of Beneficial Ownership Percent of Class
Beneficial Owner Common 9% Preferred Common 9% Preferred
George N. Cook, Jr.(1) 247,435 17,309 9.77% 11.92%
D. Wesley Schubert(1) 247,435 17,309 9.77% 11.92%
J. Michael Adcock(1) 247,435 17,309 9.77% 11.92%
All officers and directors
as a group (six persons 790,521 51,927 31.22% 35.76%
including Messrs. Cook,
Schubert and Adcock)
____________________
(1)Ameribank Corporation and Messrs. George N. Cook, Jr.,
D. Wesley Schubert and J. Michael Adcock have entered into a
Stock Purchase Agreement, dated November 3, 1995, which
provides that Ameribank will sell to each of Messrs. Cook,
Schubert and Adcock 16.33% of the total number of shares of
Common Stock and 9% Cumulative Non-Voting Preferred Stock
which Ameribank owns or acquires in future purchases. The
terms provide that the purchase price for such stock shall be
the price at which Ameribank acquired the shares plus
interest, accrued from the date of acquisition of such stock
to the closing of the purchase contemplated by the agreement,
at a rate equal to the base rate of interest of Chase
Manhattan Bank, N.A. from time to time. The consummation of
the transactions are subject to (1) approval from the Board
of Governors of the Federal Reserve System; (2) the entering
into by the parties of a Shareholders' Agreement restricting
the future transfer of the stock by Messrs. Adcock, Schubert
and Cook; and (3) the entering into by the parties of a
Voting Trust Agreement appointing Ameribank as trustee to
vote the shares of Common Stock.
<PAGE> 4
THE COMPANY
The Company is a one-bank holding company registered under
the Bank Holding Company Act of 1956, as amended. The
principal business of the Company is the ownership and
supervision of United Bank ("Bank"), Del City, Oklahoma. The
Bank operates a wholly owned subsidiary, United Del City Bank
Tower, Inc. ("Tower"), which owns and operates the seven
story United Del City Bank Tower of which approximately 90%
of the first floor and a small amount of space on the second
floor are occupied by the Bank.
ELECTION OF DIRECTORS
In accordance with the Certificate of Incorporation and By-
Laws of the Company, the Board of Directors is divided into
three classes, one-third of whom are to be elected annually
for three-year terms. At the Annual Shareholders Meeting,
one nominee of the Company is to be elected to serve a term
of three years and one nominee is to be elected to serve a
one year term, and until their respective successors are
elected and qualified. The Board has nominated the following
persons to serve for the following terms:
Name of Nominee Proposed Term
J. Michael Adcock three (3) years
David A. Nichols one (1) year
If the above nominees should become unavailable for any
reason, or if an additional vacancy should occur before the
election (which events are not anticipated), the shares
represented by the enclosed proxy may be voted for such other
person(s) as may be determined by the holders of such proxy.
The affirmative vote of holders of a majority of the
Company's common stock represented at the meeting will be
necessary for the election, as a director, of the nominees.
The Company's secretary appoints an Inspector of Election to
tabulate all votes and certify the results of all matters
voted upon at this Annual Shareholders Meeting. Neither the
corporate law of the state of Oklahoma, the state in which
the Company is incorporated, nor the Company's Certificate of
Incorporation or By-Laws have any specific provisions
regarding the treatment of abstentions or broker non-votes.
It is the Company's policy to count abstentions and non-votes
for purposes of determining the presence of a quorum at the
meeting, and abstentions and non-votes will have the same
affect as a vote against the election of the nominees.
<PAGE> 5
Information Concerning Company Directors, Nominees and
Executive Officers
The following table and information sets forth the name and
age of each of the directors and executive officers of the
Company as of March 15, 1996, all current positions held with
the Company or its subsidiaries, the principal occupation,
and the year in which such person first became a director or
executive officer of the Company or its subsidiaries.
Beneficial
Officer or Ownership Position with the
Name and Age Director Since in Company Company or the Bank
Common Preferred
George N. Cook, Jr., 50 1995 9.77% 11.92% Chairman of the Board and
Director of the Company
and the Bank
D. Wesley Schubert, 43 1995 9.77% 11.92% President and Director of
the Company and Director
of the Bank
J. Michael Adcock, 47 1995 9.77% 11.92% Secretary and Director of
the Company and Director
of the Bank
William P. Dowling, 62(1) 1989 .06% President/CEO and
Director of the Bank
Ralph M. Sherrard, 47 1984 .06% Executive Vice President
and Director of the Bank
June A. O'Steen, 59 1984 .07% Executive Vice President,
Chief Financial Officer
and Director of the Bank
David A. Nichols, 65 1996 Nominee for Director of
the Company
Claude Rappaport, 42 1989 Director of the Bank
Richard A. Burpee, 62 1991 Director of the Bank
George N. Cook, Jr., Commercial Banker. Mr. Cook has been
President and Chief Executive Officer of American National
Bank and Trust Company of Shawnee, Oklahoma, a subsidiary of
Ameribank since 1992, and serves as Secretary of Ameribank.
From 1990 to 1992, Mr. Cook was an Associate with the Kansas
City bank consulting firm of Swords & Associates. From 1985
to 1990, Mr. Cook served as President and CEO of First
Continental Bank & Trust Company of Overland Park, Kansas.
Mr. Cook has served as a director of banks in Kansas,
Missouri and Colorado. In addition, Mr.
_____________________________________
(1)On March 15, 1996 Mr. Dowling resigned as President/CEO
and Director of the Bank.
<PAGE> 6
Cook is Director of First National Bank of Medicine Lodge,
Kansas. Mr. Cook was elected to fill the Director vacancies
of the Company and the Bank created by the resignation of
Gladys Tucker on May 16, 1995. He was elected as Chairman of
the Board of the Company and the Bank on June 15, 1995.
D. Wesley Schubert, C.P.A. Mr. Schubert, a Certified Public
Accountant, has been employed for the past fourteen years by
various businesses owned by Don Bodard, owner of Ameribank.
The businesses are involved in investments, oil and gas, and
banking. Mr. Schubert has been the Vice Chairman of American
National Bank & Trust Company of Shawnee, Oklahoma, a
subsidiary of Ameribank, and Vice President and Director of
Ameribank since October 23, 1991. Mr. Schubert is also
Chairman of the Board of First National Bank of Medicine
Lodge, Kansas. Mr. Schubert was elected to the Board of the
Company and the Bank on June 15, 1995 to fill the vacancy
created by the resignation of J. N. Ainsworth. Mr. Schubert
was also elected as the President of the Company on that
date.
J. Michael Adcock, General Counsel, Ameribank Corporation.
Mr. Adcock served in various management positions with Hadson
Corporation (A New York Stock Exchange Company) from 1983 to
1993, including Chief Executive Officer, President and Chief
Operating Officer and General Counsel. He currently serves
as a member of the Board of Directors of Grant Geophysical,
Inc. headquartered in Houston, Texas (a NASDAQ company),
Ameribank, American National Bank and Trust Company of
Shawnee, Oklahoma, and First National Bank of Medicine Lodge,
Kansas. In October, 1992, Hadson Corporation filed a Chapter
11 bankruptcy petition and plan of reorganization. The
bankruptcy court confirmed the plan of reorganization in
November, 1992, and the plan was consummated in December,
1992. Upon leaving Hadson Corporation in 1994, Mr. Adcock
was engaged in the private practice of law until March 1,
1996 when he joined Ameribank as its General Counsel. Mr.
Adcock was elected to the Board of the Company and the Bank
on June 15, 1995 to fill the vacancy created by the
resignation of Dr. Willis J. Wheat. Mr. Adcock was also
elected as the Secretary of the Company on that date. Mr.
Adcock is the son-in-law of Don Bodard, owner of Ameribank.
William P. Dowling. Mr. Dowling served as President/CEO and
Director of the Bank from February, 1989 to March 15, 1996
when he resigned. Prior to that, Mr. Dowling served as
Executive Vice President of The Liberty National Bank and
Trust Company of Oklahoma City, where he had been employed
since 1959.
Ralph M. Sherrard. Mr. Sherrard has served as Director of
the Bank since 1989 and as Executive Vice President of the
Bank since 1987. From 1979 until 1987, Mr. Sherrard was
Senior Vice President of United Oklahoma Bank ("UOB").
<PAGE> 7
June A. O'Steen. Ms. O'Steen has served as Director of the
Bank since 1994. Ms. O'Steen, prior to becoming Executive
Vice President, Chief Financial Officer and Chief Operating
Officer in 1992, served as Senior Vice President and Chief
Financial Officer of the Bank since 1989, and served as
Senior Vice President and General Auditor since 1984. Prior
to that time, Ms. O'Steen had been with UOB since 1962.
Claude Rappaport. Mr. Rappaport has served as Director of
the Bank since January, 1989. Mr. Rappaport is President of
L&S Bearing Company, a subsidiary of LSB Industries, Inc., a
manufacturing company with which he has been employed since
1978.
Retired Lieutenant General Richard A. Burpee, USAF. Mr.
Burpee has served as a Director of the Bank since May, 1991,
having served in the United States Air Force since 1953 and
recently retired. Lt. General Burpee was commander of the
Oklahoma City Air Logistics Center, Tinker Air Force Base
from 1983 through 1985. He has many distinguished military
decorations and awards. He served as Vice President,
Development and Community Relations, University of Central
Oklahoma until 1996 when he became the Director of Aviation
and Aerospace Development for the Greater Oklahoma City
Chamber of Commerce.
David A. Nichols. Mr. Nichols entered banking in 1961 at
Brotherhood State Bank, Kansas City, Kansas, initially in
business development, consumer and commercial lending. In
1965 he was one of the three organizers of the Tower State
Bank, Kansas City Kansas, where he was serving as President
in 1982 when the bank was sold. He was a minority
shareholder and served on the Boards of Directors of a
privately owned group of seven community banks in Kansas,
Illinois and Colorado, supervising the banks' performance and
working closely with the CEOs and the Boards. After the
death of the principal shareholder in 1991, he negotiated the
sale of the banks/bank holding companies. In March, 1994 a
group of three purchased the holding company that owned 97%
of First State Bank, Kansas City, Kansas, the last of the
seven banks mentioned above to be sold. He currently serves
as Director, Loan Committee member and Chairman of the Board
of this bank. He has also been an advisory director of
Central Bank of Kansas City, Missouri since 1993. Mr.
Nichols is a director of Concorde Career Colleges, Inc. of
Kansas City, Missouri (a NASDAQ company).
<PAGE> 8
CORPORATE GOVERNANCE
Meetings of the Board of Directors. During fiscal 1995, the
Board of Directors had four meetings. The Company documented
transactions by executing unanimous written consents. All
directors attended the meetings of the Board.
Committees of the Board of Directors. The Board of Directors
currently serves as the Audit Committee, Compensation
Committee, and the Nominating Committee.
The Company's Audit Committee (1) is responsible for
directing and reviewing routine and special internal audits,
both on a continuous and periodic basis; (2) reviews the
effectiveness of the internal auditing department with the
auditor, executive management, outside auditors and
regulatory examiners and is responsible for insuring the
continued effectiveness of the department; (3) reviews
reports of the outside certified public accountants and
regulatory examiners and management's responses to those
reports to determine if appropriate actions are taken to
correct deficiencies disclosed in the reports; and (4)
reviews and approves an annual audit frequency schedule,
goals and objectives for the internal auditing department.
All outside directors are members of the Audit Committee.
The Company's Compensation Committee is responsible for
setting the compensation for the Chief Executive Officer and
President of the Bank and reviewing the criteria that form
the basis for management's officers and employees
compensation recommendations in this regard for the Company
and its subsidiaries. The Compensation Committee is also
responsible for administering the employee benefit plans for
the Company and its subsidiaries. All outside directors are
members of the Compensation Committee.
The Company's Nominating Committee is responsible for
recommending nominees for election as directors at the Annual
Meeting of Shareholders and recommending candidates to fill
vacancies created on the Board resulting from death,
resignation or an increase in the Board. The Board, acting
as the Committee, will consider nominees for directors
recommended by shareholders. In order to be considered for
nomination at the 1997 Annual Shareholder Meeting,
shareholder recommendations, together with relevant
supporting material, should be submitted to the Committee in
care of the Secretary of the Company by December 15, 1996.
Compensation
Directors. There were no meetings held in 1995 for which the
Company's directors were paid a fee. Non-management
Directors of the Bank received $200 for every Board meeting
attended in 1995 through June, then $400 for the remaining
Board meetings held for the year. In 1995, management Bank
Directors each received $200 for every Board meeting attended
through June, then $300 for the remaining Board meetings held
for the year. Nonmanagement Bank Directors received $150 for
Executive Committee meetings and all other committee meetings
attended through June, 1995.
<PAGE> 9
Executive Officers. The total cash compensation paid to the
Company's Chairman of the Board and Chief Executive Officer
and to each of the Company's and its subsidiaries' most
highly compensated executive officers whose cash compensation
exceeded $100,000 for services rendered in all capacities to
the Company and its subsidiaries during the three years ended
December 31, 1995, 1994 and 1993 is as follows.
The Company qualifies as a Small Business Issuer as defined
under applicable regulations of the Securities and Exchange
Commission. Therefore, only that information as to executive
compensation required of Small Business Issuers is presented.
Annual Compensation
Name and Principal Position Year Salary $ Bonus $ All Other $
William P. Dowling, 1995 109,500 300 62,827(1)
President/CEO of the Bank 1994 106,600 300 4,797(1)
1993 103,500 300 2,329(1)
______________________________________________
(1)Mr. Dowling resigned March 15, 1996 and was paid
severance pay of $55,000. Ameribank agreed to buy his common
stock at $.50 per share which was the tender offer price
offered to all other shareholders. The other amounts listed
under All Other $ is the matching portion of the Company's
401K Plan and Directors Fees. The Company's 401K
contributions were $4,927, $4,797 and $2,329 for the years
1995, 1994 and 1993 respectively; and Mr. Dowling was paid
$2,900 for Directors Fees during 1995.
<PAGE> 10
Certain Transactions
In the ordinary course of business, the Bank has had banking
transactions with some of the directors, executive officers
and controlling shareholders of the Company. All such loans
are and have been made in compliance with applicable laws, in
the ordinary course of business and on substantially the same
terms (including interest rates and collateral) as those
prevailing at the time for comparable transactions with
unaffiliated persons. In the opinion of management, none of
such loans involved more than the normal risk of
collectibility or presented any other unfavorable features.
Messrs. Cook, Schubert, Adcock and Bodard are members of
Enterprise Technology Group, L.L.C. ("ETG") which provides
computer hardware and software technology solutions and
consulting services to banks as well as other private and
governmental entities. ETG has provided services to the
banking subsidiary of the Company relating to processing
technology. The subsidiary banks of Ameribank and the
Company have decided to implement a plan to upgrade their
processing techniques, and ETG will advise both subsidiary
banks and consult with them regarding such implementation.
The fees payable by the subsidiary banks of Ameribank and the
Company to ETG will be approximately $75,000 each. Such fees
will not exceed the prices charged other customers of ETG and
are competitive with those charged by other companies in the
business of providing such services.
All transactions entered into between the Company or the Bank
and any officer, director or controlling shareholder of the
Company are made on terms no less favorable to the Company or
the Bank than could be obtained from unaffiliated parties.
It is the policy of the Company that transactions with and
loans to officers and directors be approved by a majority of
the directors of the Company other than those with an
interest in the transaction or loan.
Compliance with 16(a) of the Exchange Act
In 1995, Messrs. Schubert and Adcock failed to make their
Form 3 filings as required by Section 16(a) of the Securities
Exchange Act of 1934. The duty to make these filings was
triggered by the election of Messrs. Schubert and Adcock to
the Company's Board of Directors. These transactions have
been reported on Messrs. Schubert and Adcock's Form 5 for
1995 filed in February, 1996. Ameribank was delinquent in
filing Form 4 for 1995. The transactions that triggered such
filing were the various acquisitions of common stock during
1995. Ameribank filed its Form 5 in February, 1996.
Relationship with Independent Public Accountants
The firm of KPMG Peat Marwick ("KPMG") audited the Company's
consolidated financial statements for fiscal year 1995.
Representatives of KPMG are expected to be present at the
Annual Shareholders Meeting with the opportunity to make a
statement if they desire to do so and to be available to
respond to appropriate questions from shareholders.
<PAGE> 11
Shareholder Proposals
Any proposals of shareholders intended to be presented at the
1997 Annual Shareholders Meeting of the Company must be
received for inclusion in the Proxy Statement and proxy
relating to the meeting not later than December 15, 1996. No
shareholder proposals were received by the Company for
inclusion in this Proxy Statement.
Other Matters That May Come Before the Annual Meeting
The Board of Directors knows of no business which will be
presented for action at the meeting other than that described
in the Notice of Annual Meeting of Shareholders. If other
matters do come before the Annual Shareholders Meeting or any
adjournments thereof, it is intended that proxies will be
voted in accordance with the judgment of the person or
persons exercising the authority conferred to them.
It is important that proxies be returned promptly.
Therefore, shareholders who do not expect to attend the 1996
Annual Shareholders Meeting in person are requested to
complete and return the proxy card as soon as possible.
By Order of the Board of Directors
J. Michael Adcock
Secretary
Del City, OK
March 25, 1996
The Company's 1995 Annual Report and Form 10-K, as filed with
the Securities and Exchange Commission, which includes
audited financial statements, is included in this mailing to
stockholders of the Company with these proxy materials.
SEE APPENDIX "A"
<PAGE> 12
APPENDIX "A"
UNITED OKLAHOMA BANKSHARES, INC.
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
FOR ANNUAL MEETING OF SHAREHOLDERS ON APRIL 25, 1996
The undersigned hereby appoints and constitutes June
O'Steen as true and lawful agent and proxy with full power of
substitution, to represent the undersigned in all matters
coming before the 1996 Annual Meeting of Shareholders of
United Oklahoma Bankshares, Inc. (the "Company") to be held
at the office of the Company, 4600 Southeast 29th Street, Del
City, Oklahoma, on April 25, 1996, at 10:00 a.m., local time,
and any adjournments hereof, and to vote as follows:
I. ELECTION OF DIRECTORS:
Nominee: J. Michael Adcock, for a term of three years.
Nominee: David A. Nichols, for a term of one year.
[] VOTE FOR nominees listed above, OR [] VOTE WITHHELD from J. Michael Adcock
[] VOTE WITHHELD from David A. Nichols
_____________________________________________________________
_____________________________________________________
II. OTHER MATTERS.
In her discretion, to vote with respect to any other
matters that may come before the meeting or any adjournments
thereof, including matters incident to its conduct.
WHEN PROPERLY EXECUTED, THIS PROXY WILL BE VOTED IN THE
MANNER SPECIFIED ABOVE BY THE SHAREHOLDER. TO THE EXTENT
CONTRARY SPECIFICATIONS ARE NOT GIVEN, THIS PROXY WILL BE
VOTED FOR THE NOMINEES LISTED ABOVE, WITH THE DISCRETIONARY
AUTHORITY SET FORTH IN THE ACCOMPANYING PROXY STATEMENT.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
OF THE COMPANY.
PLEASE SIGN AND DATE ON THE REVERSE SIDE AND RETURN
PROMPTLY IN THE ENCLOSED ENVELOPE. NO POSTAGE IS NECESSARY
IF MAILED IN THE UNITED STATES.
<PAGE>
SEE REVERSE SIDE FOR MATTERS TO BE VOTED ON
I RESERVE THE RIGHT TO REVOKE THIS PROXY AT ANY TIME BEFORE
THE EXERCISE THEREOF.
_______ I plan to attend the meeting.
_______ I do not plan to attend the meeting.
_____________________________________________, 1996
Month Day
__________________________________________________
Signature
__________________________________________________
Signature
Please sign exactly as
name(s) appears on proxy card, indicating
official position for representative capacity.
FOR JOINT ACCOUNTS, EACH OWNER SHOULD SIGN
<PAGE>
