SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
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
|X| Definitive Proxy Statement Commission Only (as permitted by
|_| Definitive Additional Materials Rule 14a-6(e)(2))
|_| Soliciting Material Pursuant to
Rule 14a-11(c) or Rule 14a-12
FIRST FINANCIAL BANCORP
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
|X| No Fee Required.
|_| Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
- --------------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
- --------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee
is calculated and state how it was determined):
- --------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
- --------------------------------------------------------------------------------
(5) Total fee paid:
- --------------------------------------------------------------------------------
|_| Fee paid previously with preliminary materials.
|_| Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
- --------------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
- --------------------------------------------------------------------------------
(3) Filing Party:
- --------------------------------------------------------------------------------
(4) Date Filed:
- --------------------------------------------------------------------------------
<PAGE>
FIRST FINANCIAL BANCORP
701 South Ham Lane
Lodi, California 95242
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
May 18, 1999
TO EACH SHAREHOLDER OF
FIRST FINANCIAL BANCORP:
You are invited to attend the Annual Meeting of Shareholders of First
Financial Bancorp, a California corporation (the "Company"), which will be held
at the Company's executive offices, 701 South Ham Lane, Lodi, California 95242,
on Tuesday, May 18, 1999, at 5:30 p.m., Pacific Daylight Time, for the following
purposes:
1. To elect a Board of eight directors to serve until the next annual meeting
of shareholders or until their successors are elected and qualified. The
names of the nominees to be presented for election are set forth in the
accompanying Proxy Statement.
2. To transact such other business as may properly be brought before the
meeting or any adjournment or postponement thereof.
Section 2.05 of the Bylaws of the Company, as amended, provides as follows:
"Nominations for election to the Board of Directors may be made by the
Board of Directors or by any shareholder entitled to vote for the
election of directors. Nominations, other than those made by the Board
of Directors, shall be made in writing and shall be delivered or
mailed, with first-class United States mail postage prepaid, to the
Secretary not less than 20 days nor more than 50 days prior to any
meeting of shareholders called for the election of directors;
provided, however, that if less than 25 days' notice of the meeting is
given to the shareholders, such nomination shall be mailed or
delivered to the Secretary not later than the close of business on the
seventh day following the day on which the notice of the meeting was
mailed. Shareholder nominations shall contain the following
information: (a) the name, age, business address and, if known,
residence address of each proposed nominee; (b) the principal
occupation or employment of each proposed nominee; (c) the total
number of shares of capital stock of the Corporation that are
beneficially owned by each proposed nominee and by the nominating
shareholder; (d) the name and residence address of the notifying
shareholder; and (e) any other information the Corporation must
disclose regarding director nominees in the Corporation's proxy
solicitation. Nominations not made in accordance with this Section may
be disregarded by the
<PAGE>
Chairman of the meeting, and if the Chairman so instructs, the
inspectors of election may disregard all votes cast for each such
nominee."
Only shareholders of record at the close of business on April 5, 1999, are
entitled to notice of, and to vote at, the meeting. In order to ensure your
representation, please complete, sign and date the enclosed proxy as promptly as
possible and return it in the enclosed envelope. If you attend the meeting and
wish to vote in person, your proxy will not be used.
By Order of the Board of Directors,
Leon Zimmerman
President and Chief Executive Officer
Lodi, California
April 20, 1999
<PAGE>
FIRST FINANCIAL BANCORP
701 South Ham Lane
Lodi, California 95242
PROXY STATEMENT
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of First Financial Bancorp, a California
corporation (the "Company"), for the annual meeting of shareholders of the
Company, to be held on Tuesday, May 18, 1999, at 5:30 p.m., Pacific Time, at the
Company's executive offices, 701 South Ham Lane, Lodi, California 95242, and any
adjournment or postponement thereof (the "Annual Meeting"). The purposes of the
meeting are set forth in the Notice of Annual Meeting of Shareholders to which
this Proxy Statement is attached. The Company anticipates mailing this Proxy
Statement and form of proxy to its shareholders on or about April 20, 1999.
The cost of this solicitation will be paid by the Company. The solicitation
of proxies will be made primarily by use of the mails. In addition, directors,
officers and regular employees of the Company may make solicitations by
telephone, facsimile or personal interviews, and may request banks, brokers,
fiduciaries and other persons holding stock in their names, or in the names of
their nominees, to forward proxies and proxy materials to their principals and
obtain authorization for the execution and return of such proxies to management.
The Company will reimburse such banks, brokers and fiduciaries for their
out-of-pocket expenses incurred in connection therewith.
A proxy for use at the Annual Meeting is enclosed. Any proxy given may be
revoked by a shareholder at any time before it is exercised by filing with the
Secretary of the Company a notice in writing revoking it or by duly executing a
proxy bearing a later date. Proxies may also be revoked by any shareholder
present at the Annual Meeting who expresses a desire to vote such shares in
person. Subject to such revocation, all proxies duly executed and received prior
to or at the time of the Annual Meeting will be voted in accordance with the
instructions on the proxy. If no specification is made, proxies will be voted in
the election of directors "FOR" the nominees of the Board of Directors, and, at
the proxyholders' discretion, on such other matters, if any, which may come
before the meeting (including any proposal to postpone or adjourn the meeting).
OUTSTANDING SHARES AND VOTING RIGHTS
There were issued and outstanding 1,379,292 shares of the Company's common
stock, no par value (the "Common Stock"), on April 5, 1999, which has been set
as the record date (the "Record Date") for the purpose of determining the
shareholders entitled to notice of, and to vote at, the Annual Meeting.
The presence in person or by proxy of a majority of the shares entitled to
vote is necessary to constitute a quorum at the Annual Meeting. Abstentions and
broker non-votes will be counted for purposes of determining the presence or
absence of a quorum. "Broker non-votes" are shares held by brokers or nominees
who are present in person or represented by proxy, but which are not voted on a
particular matter because under applicable rules the broker cannot vote on the
matter in the absence of instructions from the beneficial owner. The effect of
abstentions and broker non-votes on the calculation of the required vote on
specific proposals to be brought before the Annual Meeting is discussed under
each proposal, where applicable.
<PAGE>
On any matter submitted to a shareholder vote, each holder of Common Stock
will be entitled to one vote, in person or by proxy, for each share of stock
outstanding in the holder's name on the books of the Company as of the Record
Date. For the election of directors, each shareholder has cumulative voting
rights. Cumulative voting rights entitle each shareholder to cast that number of
votes which equals the number of shares held by such shareholder, multiplied by
the number of directors to be elected. Each shareholder may cast all his or her
votes for a single candidate or may distribute his or her votes among any or all
of the candidates as he or she chooses. In order for a shareholder to cumulate
votes, the nominee's name must be placed in nomination prior to the voting and
the shareholder desiring to cumulate votes must give notice at the Annual
Meeting prior to the voting of the shareholder's intention to cumulate votes. If
any shareholder has given such notice, all shareholders may cumulate their
votes. The proxy holders are given discretionary authority under the terms of
the proxy to cumulate votes with respect to shares for which they hold a proxy.
PRINCIPAL SHAREHOLDERS
As of April 5, 1999, no individual known to the Company owned beneficially
or of record more than five percent (5%) of the outstanding shares of its Common
Stock, except as described below:
Title or Name and Address of Number of Shares Percentage
Class Principal Owner Beneficially Owned Owned
- ----- --------------- ------------------ -----
Common Weldon D. Schumacher 108,319 (1) 7.85%
Stock 1303 Rivergate Drive
Lodi, CA 95240
Common Leon J. Zimmerman 76,561 (2) 5.37%
Stock 701 S. Ham Lane
Lodi, CA 95242
Common Raymond H. Coldani 73,169 (3) 5.30%
Stock 13199 N. Ray Road
Lodi, CA 95242
- --------------------
(1) Includes 2,266 shares owned by Dr. Schumacher's wife, 87,020 shares held as
community property and 525 shares subject to options that are exercisable
as of April 5, 1999, or become exercisable within 60 days thereafter.
(2) Includes 3,547 shares owned by Mr. Zimmerman's wife, 14,933 shares held in
trust by Mr. Zimmerman and his wife, and 45,000 shares subject to options
that are exercisable as of April 5, 1999, or become exercisable within 60
days thereafter.
(3) Includes 16,380 shares owned by Mr. Coldani's wife, 55,739 shares held as
community property and 1,050 shares subject to options that are exercisable
as of April 5, 1999, or become exercisable within 60 days thereafter.
2
<PAGE>
PROPOSAL NO. 1
ELECTION OF DIRECTORS OF THE COMPANY
The Bylaws provide that the Company's Board of Directors shall consist of
not less than eight nor more than fifteen directors. The authorized number of
directors to be elected at the Annual Meeting is eight. The term of office for
each director extends until the next annual meeting and until his or her
successor is elected and qualified.
The names of the eight nominees for whom votes will be cast pursuant to the
proxies which are hereby solicited are set forth below. Except for Steven M.
Coldani (who is being nominated to replace his father, Raymond H. Coldani, on
the Board of Directors) and David M. Philipp, all of the nominees are currently
serving as directors of the Company. With the execption of Steven M. Coldani,
David M. Philipp and Leon J. Zimmerman, all of the nominees have been serving in
such capacity since the organization of the Company in May, 1982.
Shares represented by executed proxies will be voted, if authority to do so
is not withheld, for the election of the eight nominees named below, subject to
the proxyholders' discretionary power to cumulate votes. Votes withheld and
broker non-votes as to one or more or all nominees have no legal effect,
although such votes will be counted as shares that are present for purposes of
determining the presence of a quorum. The eight nominees receiving the highest
number of affirmative votes of the shares entitled to be voted for them shall be
elected as directors. Instructions on the proxy to withhold authority to vote
for one or more of the nominees will result in such nominees receiving fewer
affirmative votes. If any of the Board of Directors' nominees is unable or
declines to serve as a director at the time of the Annual Meeting, the proxy
will be voted for any nominee who shall be designated by the present Board of
Directors to fill the vacancy.
<TABLE>
The following table sets forth certain information with respect to those
persons nominated by the Board of Directors of the Company for election as
directors, as well as all directors and executive officers as a group. All of
the shares shown in the following table are owned both of record and
beneficially except as indicated in the notes to the table. There is no family
relationship between any of the directors or executive officers. Steven M.
Coldani is the son of Raymond H. Coldani, a retiring Director of the Company.
The Company has only one class of shares, Common Stock, outstanding.
<CAPTION>
Common Stock Beneficially
Owned as of March 1, 1999
----------------------------
Number of
Name Age Position with Company Shares Percent
---- --- --------------------- ------ -------
<S> <C> <C> <C> <C>
Incumbent Nominees:
Benjamin R. Goehring (a,b,c,d) 67 Chairman of the Board 34,798(1) 2.51%
of Directors
Weldon D. Schumacher (a,b,d) 63 Vice Chairman of the 108,319(2) 7.85%
Board of Directors
Angelo J. Anagnos (b,c,d) 64 Director 27,192(3) 1.96%
Bozant Katzakian (a,c,d) 84 Director 44,632(4) 3.22%
Dennis R. Swanson (a,b,d) 65 Director 30,644(5) 2.21%
Leon J. Zimmerman 56 Director, President and 76,561(6) 5.37%
Chief Executive Officer
3
<PAGE>
New Nominees:
Steven M. Coldani 46 Director Nominee 18,649(7) 1.35%
David M. Philipp 36 Director Nominee 31,426(8) 2.28%
All directors and officers 396,141(9) 27.07%
as a group (10 persons)
<FN>
- -------------------------------
(a) Member of the Executive Committee
(b) Member of the Audit Committee and the Compensation and Stock Option
Committee
(c) Member of the Loan and Investment Committee
(d) Member of the Marketing Committee
- -------------------------------
</FN>
</TABLE>
(1) Includes 11,259 shares owned by Mr. Goehring's wife, 925 shares owned by
Mr. Goehring in joint tenancy with his children, and 4,200 shares subject
to options that are exercisable as of April 5, 1999 or become exercisable
within 60 days thereafter.
(2) Includes 2,266 shares owned by Dr. Schumacher's wife, 87,020 shares held as
community property and 525 shares subject to options that are exercisable
as of April 5, 1999 or become exercisable within 60 days thereafter.
(3) Includes 7,717 shares owned by Mr. Anagnos' wife and 4,200 shares subject
to options that are exercisable as of April 5, 1999 or become exercisable
within 60 days thereafter.
(4) Includes 40,432 shares held in trust by Mr. Katzakian and his wife as
trustees and 4,200 shares subject to options that are exercisable as of
April 5, 1999 or become exercisable within 60 days thereafter.
(5) Includes 10,292 shares held by Charles Schwab & Co., Custodian for
Individual Retirement Account of which Dr. Swanson is the sole beneficiary,
600 shares held by Bank of Lodi, N.A., Custodian for Individual Retirement
Account, of which Dr. Swanson is the sole beneficiary, 15,552 shares held
in trust by Mr. Swanson and his wife as trustees, and 4,200 shares subject
to options that are exercisable as of April 5, 1999 or become exercisable
within 60 days thereafter.
(6) Includes 3,547 shares owned by Mr. Zimmerman's wife, 14,933 shares held in
trust by Mr. Zimmerman and his wife, and 45,000 shares subject to options
that are exercisable as of April 5, 1999, or become exercisable within 60
days thereafter.
(7) Includes 4,079 shares held as community property by Mr. Coldani and his
wife and 1,340 shares held as custodian for minor children.
(8) Includes 1,120 shares owned by Mr. Philipp's wife, and 100 shares held as
custodian for minor children.
(9) Officers included in this total are the President and Chief Executive
Officer, the Senior Vice President and Chief Credit Officer and the Senior
Vice President and Operations Administrator in each case of the Company and
the Bank. Shares include 66,100 shares subject to options that are
exercisable as of April 5, 1999 or become exercisable within 60 days
thereafter.
4
<PAGE>
The following is a brief description of the business experience of each
nominee.
BENJAMIN R. GOEHRING was appointed Chairman of the Board of Directors of
the Bank in February, 1996 and Chairman of the Board of Directors of the Company
in April, 1996. He is President of T&G Technologies, Inc., and was formerly the
President and principal shareholder of Goehring Meat, Inc., a meat processing
concern headquartered in Lodi, California, prior to its sale to Victor Fine
Foods in 1988. He holds a Bachelor of Science degree from the University of
California. He is a member of many civic, fraternal and professional
organizations, and also serves on the board of directors for the National Meat
Association, the Mokelumne River School, and several environmental companies.
WELDON D. SCHUMACHER, M.D. was appointed Vice Chairman of the Board of the
Bank and the Company in April, 1996. Dr. Schumacher has been engaged in the
private practice of medicine in Lodi, California, since 1968. He holds a
Bachelor of Arts degree from Loma Linda University, Loma Linda, California, and
a Doctor of Medicine degree from Loma Linda University School of Medicine. Dr.
Schumacher is active in a number of civic and professional organizations,
including the San Joaquin County Medical Society, California Medical
Association, American Medical Association, American Academy of Family Physicians
and the Lodi District Chamber of Commerce.
ANGELO J. ANAGNOS is an active investor and an owner/manager of various
real estate holdings. He owned Sunwest Liquors and Delicatessen in Lodi,
California from 1983 to 1998. He was also the previous owner of Payless Market
and Liquors in Lodi, California from 1957 to 1983. Mr. Anagnos is a member of a
number of fraternal and professional organizations including Lodi Elks Club,
Lodi Eagles, Order of Ahepa, Lodi Hellenic Society, and the Lodi District
Chamber of Commerce.
BOZANT KATZAKIAN is a retired real estate broker and an investor. He was
Chairman of the Board of the Company from inception to April, 1996 and was
Chairman of the Board of the Bank from inception through February , 1995. He
also has served as Chairman of Delta Title Guaranty Co. and as a member of the
Board of Directors for Oceanic Financial Corporation in San Francisco and Old
Republic Title of San Francisco. Mr. Katzakian served eight years on the Lodi
City Council and was the Mayor of Lodi for three years. Mr. Katzakian was
instrumental in organizing the Lodi Area Crime Stoppers and served as its first
President. Mr. Katzakian has been active in, and is a past President of, the
Lodi Lodge of the Fraternal Order of Eagles, Lodi Lions Club, Lodi District
Chamber of Commerce, Lodi Board of Realtors, Lodi Grape Festival and National
Wine Show, Central Valley Division of California Cities, and District Seven
California Association of Realtors. Mr. Katzakian was also the 1968 Lodi
Outstanding Citizen of the Year, is a member of both the Realtors and United Way
Volunteer Hall of Fame, and past recipient of the Lions International Melvin
Jones Fellow Award.
DENNIS R. SWANSON, D.C. practiced chiropractic in Lodi from 1965 to 1995
and is presently semi-retired. He graduated from Los Angeles College of
Chiropractic in 1964 and has been active in State and local professional
organizations. He is a member of the American Chiropractic Association, the
California Chiropractic Association, and the San Joaquin County Chiropractic
Society. Dr. Swanson has served on the California State Board of Medical Quality
Assurance, and also served for 18 years as a commissioner of the Lodi Parks and
Recreation Commission.
LEON J. ZIMMERMAN joined the Company in April, 1990 and became President
and Chief Executive Officer of the Company in August, 1995. In the bank he
served as Executive Vice President and Chief Credit Officer until August, 1994
when he became President and Chief Executive Officer. He lives in Lodi with his
wife and has been in the San Joaquin-Sacramento Valley since 1960, serving in
various banking capacities since 1962. Mr. Zimmerman serves on many community
boards and committees, including San Joaquin County Education Foundation,
Economic Development Task Force and LEED - Sacramento Steering Committee. He is
an active member of Rotary, Chamber of Commerce and several other community
groups.
5
<PAGE>
STEVE COLDANI has been a real estate broker and investor in the greater San
Joaquin County area since 1976. He is the co-owner and secretary of Coldani
Realty Inc. in Lodi, California and co-owner of Graeagle Associates, Realtors in
Graeagle, California. He is a director of Lodi Memorial Hospital Foundation,
Inc. , member of the Lodi Associaiton of Realtors, and member of the Plumas
County Board of Realtors. Mr. Coldani is also a past president of the Lodi Board
of Realtors and a past director of the California Association of Realtors.
DAVID M. PHILIPP is the Chief Financial Officer for, and an investor in,
AMI, ETA, and EFX, a group of electronic commerce companies that develop and
market transportation and supply-chain logistics solutions. Mr. Philipp is a CPA
and was the Chief Financial Officer for the Company and the Bank from April,
1992 to April, 1999. Prior to joining the Company and the Bank, he was the
Budget Director and Financial Analyst for a national retailer from 1990 to 1992
and he was with KPMG, LLP from 1986 to 1990. Mr. Philipp lives with his wife and
two sons in El Dorado Hills, California.
Committees of the Board of Directors
In order to facilitate the handling of various functions of the Board of
Directors, the Board has appointed several standing committees, including an
Executive Committee, an Audit Committee, a Loan and Investment Committee, a
Marketing Committee, and a Compensation and Stock Option Committee. The regular
meetings of the Loan and Investment, Audit and Marketing Committees are held
jointly each month. With the current exception of Leon Zimmerman, who is not a
member of any committee of the Company's board, membership of these committees
is the same for the Company and the Bank. The members of such committees are set
forth above in the table under "ELECTION OF DIRECTORS OF THE COMPANY."
The Board of Directors has not established a nominating committee or
similar committee. The Board of Directors has approved the nominees listed above
as candidates for election as directors. Nominees for election to the Board of
Directors may also be nominated by shareholders, pursuant to the procedures set
forth in the Company's Bylaws and in the Notice of Annual Meeting of
Shareholders to which this Proxy Statement is attached.
The Executive Committee meets from time to time as necessary and, while the
Board is not in session, possesses all the powers and may exercise all the
duties of the Board of Directors in the management of the business of the
Company which may, by law, be delegated to it by the Board of Directors. The
Executive Committee met one time during 1998.
The Audit Committee is empowered to (i) meet with the independent auditors
of the Company and review the scope of the annual audit, any open questions as
to the choice of acceptable accounting principles to be applied and all other
matters relating to the auditors' relationship with the Company, (ii) advise and
assist the Board in evaluating the auditors' performance, including the scope
and adequacy of the auditors' examination, (iii) nominate, with the approval of
the Board, the firm of independent auditors to be submitted to the shareholders
of the Company for ratification at the annual meeting thereof, if such
submission is deemed desirable by the Board, (iv) review the Company's annual
financial statements and discuss such statements with the auditors prior to
their release, (v) receive and consider the auditors' comments and suggestions
as to the internal audit and control procedures, adequacy of staff and other
matters, (vi) perform such other functions and undertake such investigations
relating to the financial accounting aspects of the Company as the Board may
direct, and (vii) retain and consult with counsel or other experts as the
Committee may consider necessary or appropriate in the discharge of its duties.
The functions of the Committee are limited to the foregoing and do not include
normal management functions concerning accounting or auditing practices. The
Audit Committee met twelve times during 1998 on a joint basis with the Loan and
Investment and Marketing Committees.
6
<PAGE>
The Loan and Investment Committee is authorized and empowered to (i)
establish investment and loan policies, (ii) establish individual investment and
loan limits, (iii) supervise and administer the investment and loan function,
(iv) undertake such other functions as the Board may from time to time direct.
The Loan and Investment Committee met twelve times on a joint basis with the
Audit and Marketing Committees and fourteen times on a separate basis during
1998.
The Marketing Committee is empowered to oversee and guide the efforts of
the Company with respect to (i) cultivating and promoting the Company's position
within the community, (ii) the marketing of products and services, and (iii) the
discharge of responsibilities with respect to the Community Reinvestment Act.
The Marketing Committee met twelve times on a joint basis with the Loan and
Investment Committee and the Audit Committee during 1998.
The Compensation and Stock Option Committee is authorized and empowered to
investigate and recommend to the Board (i) the compensation to be paid to
executive officers of the Company and the Bank, (ii) the amount of any bonus
under the terms of any contract of employment between the Company or the Bank
and any executive officer, (iii) employee benefit plans deemed appropriate for
the employees of the Company and the Bank, (iv) supervise the administration of
any such employee benefit plans adopted by the Company and the Bank and (v)
undertake such other investigations and perform such other functions as the
Board may from time to time direct. The Compensation and Stock Option Committee
met three times during 1998.
The Board of Directors of the Bank held twelve regular meetings and four
special meetings during 1998. The Board of Directors of the Company held twelve
regular meetings and four special meetings during 1998. No director attended
fewer than 75% of the total number of meetings of the Boards and the committees
on which he served during 1998.
Compensation of Directors
During 1998, fees totaling $175,700 and $23,150 were paid to the Directors
for attending meetings of the Bank's Board of Directors and the Company's Board
of Directors, respectively. Each Director received $650 for each Bank Board
meeting, $600 for each joint Bank Audit, Loan, and Marketing Committee meeting
attended, and $300 for each individual Bank committee meeting attended outside
of the joint committee meeting schedule. Each director received $650 for each
special Company Board meeting attended. The Chairman of the Board of Directors
of the Bank was paid $850 for each Bank Board meeting attended and was also paid
a special project fee by the Company of $350 per month through June, 1998. Each
Committee Chairman was paid and additional $100 for each joint Bank Audit, Loan,
and Marketing Committee meeting attended and $400 for each individual Bank
committee meeting attended outside of the joint committee meeting schedule.
The Directors have also received options to purchase shares of the
Company's Common Stock pursuant to the automatic grant features of the 1991
Director Stock Option Plan. For more information, see the discussion of the 1991
Director Stock Option Plan under "Change in Control Arrangements -- 1991 Stock
Option Plans" herein.
Effective April 3, 1998, the Company and the Bank established a director
emeritus program (the "Director Emeritus Program") for retired members of the
Board of Directors. Any Director who has served continuously for at least ten
years as a Director of the Company or the Bank prior to retirement is eligible
to be granted the status of "Director Emeritus" under the Director Emeritus
Program. A Director Emeritus is required to (a) represent the goodwill of the
Company and the Bank in the community, (b) promote the continued profitability
of the Company and the Bank, (c) maintain communication and meet periodically
with the President and the Chairman, (d) provide consultation in his field of
expertise, and (e) comply with the Company's policies applicable to the
activities of a Director Emeritus. A Director Emeritus does not have the status
of a Director of the Company or the Bank and is not entitled to attend or vote
at any
7
<PAGE>
meetings of the Board of Directors or committees of the Board of Directors. The
term of any Director Emeritus is three years. No fees or other compensation will
be paid to a Director Emeritus, although any such person with a Director
Supplemental Compensation Agreement will be eligible for annual payments
totaling $7,500 during each of the first three years of service as a Director
Emeritus (for more information regarding such payments, see the discussion of
Director Supplemental Compensation Agreements under "Supplemental Compensation
Agreements" herein below). Raymond H. Coldani and Michael D. Ramsey, founding
Directors of the Company and the Bank, are retiring from the Board of Directors,
effective as of the date of the Annual Meeting, and it is anticipated that Mr.
Coldani and Mr. Ramsey will each be approved as a Director Emeritus at the first
meeting of the Board of Directors of the Company to be held subsequent to the
Annual Meeting.
During 1998, each member of the Board of Directors became entitled to
certain fringe benefits, payable upon death, disability or retirement and upon
early termination of service as a Director due to a change in control or certain
other events other than voluntary resignation, pursuant to the terms of
individual Director Supplemental Compensation Agreements and Life Insurance
Endorsement Method Split Dollar Plan Agreements signed with the Bank. Said
Agreements were made effective as of April 3, 1998, the premium date of
single-premium life insurance policies purchased by the Bank on the lives of
certain executive officers (Leon J. Zimmerman and David M. Philipp) and the
Directors (Benjamin R. Goehring, Weldon D. Schumacher, Bozant Katzakian, Angelo
J. Anagnos, Raymond H. Coldani [now retiring from the Board], Michael D. Ramsey
[now retiring from the Board], Frank M. Sasaki [now deceased] and Dennis R.
Swanson). For more information, see the discussion of Director Supplemental
Compensation Agreements under "Supplemental Compensation Agreements" herein
below.
EXECUTIVE COMPENSATION
Summary Compensation Table
<TABLE>
The following table sets forth, for each of the last three fiscal years,
the compensation of Leon J. Zimmerman, President and Chief Executive Officer of
the Company and the Bank, and David M. Philipp, former Executive Vice President
and Chief Financial Officer of the Company and the Bank. No other executive
officer of the Company or the Bank received for the fiscal year ended December
31, 1998 annual salary and bonus exceeding $100,000.
<CAPTION>
Long-Term Compensation
------------------------------
Annual Compensation Awards Payouts
---------------------------------------------- ------------------- -------
Restricted
Other Annual Stock LTIP All Other
Year Salary (1) Bonus Compensation (2) Award(s) Options Payouts Compensation (3)
---- ---------- ------- ---------------- -------- ------- ------- ----------------
<S> <C> <C> <C> <C> <C> <C> <C>
Leon J. Zimmerman:
1998 $140,000 $22,531 - - - - $7,924
1997 $128,750 $12,500 - - - - $5,081
1996 $125,000 - - - - - $5,000
David M. Philipp: (4)
1998 $ 97,800 $16,345 - - - - $5,673
1997 $ 93,400 $ 9,340 - - - - $3,797
1996 $ 93,400 - - - - - $3,736
<FN>
- ----------------------------
(1) Amounts shown for each year include compensation earned and received as
well as amounts earned but deferred at the officer's election.
8
<PAGE>
(2) Mr. Zimmerman and Mr. Philipp did not receive perquisites or other personal
benefits in excess of the lesser of $50,000 or 10% of his total annual
salary and bonus during 1998, 1997 and 1996.
(3) All other compensation includes contributions to the Bank of Lodi Employee
Stock Ownership Plan (see description herein below) and matching
contributions to the Company's 401(k) Profit Sharing Plan. All other
compensation does not include the value of certain fringe benefits payable
to each of Messrs. Zimmerman and Philipp pursuant to Executive Supplemental
Compensation Agreements and Life Insurance Endorsement Method Split Dollar
Plan Agreements, entered into between the Bank and each of Messrs.
Zimmerman and Philipp, dated as of April 3, 1998 (to coincide with the
premium date of single-premium life insurance policies purchased by the
Bank on their lives), upon death, retirement or termination of employment
without cause (for more information, see the discussion of Executive
Supplemental Compensation Agreements under "Supplemental Compensation
Agreements" hereinbelow).
(4) Mr. Philipp resigned from the Company and the Bank effective April 5, 1999.
</FN>
</TABLE>
Employment Agreements
Leon J. Zimmerman, President and Chief Executive Officer of the Company and
the Bank, entered into an Employment Agreement with the Company, effective
September 30, 1998, for a one year term ending April 30, 1999, subject to
automatic extensions for additional one-year periods and also subject to certain
early termination provisions. The Agreement provides for a base salary of
$140,000 per annum, with increases effective on the 1st of January each year,
commencing with January 1, 1999, at the sole discretion of the Board of
Directors based upon a review of his performance during the previous year and
competitive factors. Such salary includes Mr. Zimmerman's service on the Board
of Directors of the Company and the Bank. The Agreement also provides that Mr.
Zimmerman shall participate in any officer bonus plan and he is entitled to the
same group insurance plans and other benefits made available to employees
generally, plus the use of an automobile. The Company may immediately terminate
the Agreement if the termination is for cause. The Company may also terminate
the Agreement without cause by giving Mr. Zimmerman thirty (30) days' written
notice. In the event the Company terminates Mr. Zimmerman's employment without
cause, Mr. Zimmerman will be entitled to receive as severance compensation an
amount equal to twelve months' salary. Upon a change in control, or if Mr.
Zimmerman is terminated after a change in control or he voluntarily terminates
his employment within two years after a change in control in response to a
constructive termination, Mr. Zimmerman will be entitled to receive as severance
compensation an amount equal to two times his average annual compensation for
the two years immediately preceding the change in control. For purposes of the
Agreement, "change in control" means a change in control of the Company of a
nature that would be required to be reported in response to Item 6(e) of
Schedule 14A of Regulation 14A (or in response to any similar item on any
similar schedule or form) promulgated under the Securities Exchange Act. A
"constructive termination" is defined by the Agreement to include a material
reduction in base salary, a material change in responsibilities, or a
requirement to relocate.
David M. Philipp, former Executive Vice President, Chief Financial Officer
and Secretary of the Company and the Bank, entered into an Employment Agreement
containing similar terms to those of Mr. Zimmerman with the Company, effective
September 30, 1998, for a one-year term ending April 30, 1999, subject to
automatic extensions for additional one-year periods and also subject to certain
early termination provisions. The Agreement provided for a base salary of
$97,800 per annum. Mr. Philipp resigned from the Company effective April 5,
1999, and the provisions of his contract are no longer in effect.
9
<PAGE>
Supplemental Compensation Agreements
Effective April 3, 1998 the Bank has entered into a Supplemental
Compensation Agreement ("SCA") with Leon J. Zimmerman, President and Chief
Executive Officer of the Company and the Bank, with David M. Philipp, former
Executive Vice President, Chief Financial Officer and Secretary of the Company
and the Bank, and with each of the eight Directors of the Company and the Bank
(Benjamin R. Goehring, Weldon D. Schumacher, Bozant Katzakian, Angelo J.
Anagnos, Raymond H. Coldani, Michael D. Ramsey, Frank M. Sasaki, and Dennis R.
Swanson). Each SCA provides lifetime income benefits of $7,500 per annum as well
as a death benefit to the participant. At the same time, the Bank has invested
in single-premium life insurance policies written on the lives of the same
officers and Directors. The Bank is the designated beneficiary on all of the
policies. The policies were purchased in order to indirectly offset the
anticipated costs of benefits payable pursuant to the SCA's. The Bank also
entered into a Life Insurance Endorsement Method Split Dollar Plan Agreement
with each officer and Director in order to provide for the division of death
proceeds of such policies as between the Bank and the designated
beneficiary(ies).
Executive Supplemental Compensation Agreements. Each Executive SCA provides
for the payment of certain benefits upon retirement (age 62 or older) or early
retirement (prior to attaining age 62), upon death or disability prior to
retirement, or in the event employment is terminated prior to retirement. If the
employment of the executive is terminated prior to the executive attaining age
62, other than by reason of death disability or retirement, then the entitlement
of the executive to the benefits specified in his Executive SCA will depend on
whether the executive is terminated (i) without cause, or on account of or after
a change in control of the Bank, in which case the designated benefits will be
payable, or (ii) with cause, or by voluntary resignation of the executive prior
to 100 percent vesting of his benefits, in which case all rights and benefits
will be forfeited.
For Leon J. Zimmerman, the benefits designated in his Executive SCA were
60% vested on April 1, 1998, and will be 80% vested on April 2, 1999, and 100%
vested on April 2, 2000. Mr. Zimmerman will be entitled to receive a projected
benefit under his Executive SCA that is equal to 43% of his 1998 total
compensation at his normal retirement age of 62.
Mr. Philipp has resigned from the Company and the Bank, effective April 5,
1999, and will, therefore forfeit all rights and benefits under his Executive
SCA.
Director Supplemental Compensation Agreements. Each Director SCA provides
for the payment of certain benefits, commencing after the expiration of the
initial three year period as Director Emeritus following retirement from the
Board of Directors of the Bank, and continuing until the Director's death.
During service as Director Emeritus, he will also be entitled to receive certain
payments during the three-year period commencing on his retirement date from the
Board of Directors. Each Director SCA further provides for the payment of
certain benefits in the event the Director becomes disabled while serving on the
Board of Directors of the Bank, which benefits will continue until the
Director's death, and certain other benefits in the event the service of the
Director is terminated, other than by reason of death, disability or retirement,
prior to age 65, which benefits depend on whether his service is terminated (i)
without cause, or on account of or after a change in control of the Bank, in
which case the designated benefits will be payable, or (ii) with cause, or by
voluntary resignation of the Director prior to 100 percent vesting of his
benefits, in which case all rights and benefits will be forfeited. All current
directors are fully vested in these benefits.
The benefits are defined in each Director SCA. Upon a Director's
retirement, and assuming that he serves as a Director Emeritus, the Bank will
pay to the Director the sum of $7,500 per year for the first three years of such
service. In any event, commencing on the third anniversary of the Director's
retirement, the Bank will pay to the Director the sum of $7,500 per year,
continuing until the Director's death.
10
<PAGE>
Aggregated Option Exercises in 1998 and Fiscal Year-end Option Values
<TABLE>
The following table sets forth information pertaining to options exercised
during the last fiscal year and unexercised options as of the end of the last
fiscal year for Leon J. Zimmerman, President and Chief Executive Officer of the
Company and the Bank and David M. Philipp, Executive Vice President and Chief
Financial Officer of the Company and the Bank:
<CAPTION>
Number of Value Realized Securities Underlying Value of Unrealized
Shares (Market Price at Number of Unexercised in-the-money
Acquired exercise less Options at FY-End Options at FY-End
on Exercise exercise price) Exercisable Unexercisable Exercisable Unexercisable
----------- --------------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C>
Leon J. Zimmerman:
- - 45,000 - $213,750 -
David M. Philipp:
- - 30,000 - $142,500 -
</TABLE>
No options were granted to Mr. Zimmerman or to Mr. Philipp in 1998 and they
did not exercise any options in 1998.
Transactions with Management
During 1998, certain directors and officers of the Company and the Bank had
loans outstanding with the Bank. Such loans were made in the ordinary course of
business on substantially the same terms, including interest rate 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.
There are no existing or proposed material interests or transactions
between the Company and any of its executive officers or directors.
Change in Control Arrangements
Employment Contract. Upon a change in control, or if Mr. Zimmerman is
terminated after a change in control or he voluntarily terminates his employment
within two years after a change in control in response to a constructive
termination, Mr. Zimmerman will be entitled to receive as severance compensation
an amount equal to two times his average annual compensation for the two years
immediately preceding the change in control. For purposes of the Agreement,
"change in control" means a change in control of the Company of a nature that
would be required to be reported in response to Item 6(e) of Schedule 14A of
Regulation 14A (or in response to any similar item on any similar schedule or
form) promulgated under the Securities Exchange Act. A "constructive
termination" is defined by the Agreement to include a material reduction in base
salary, a material change in responsibilities, or a requirement to relocate.
1991 Stock Option Plans. On February 19, 1991, the Board of Directors
adopted (i) the First Financial Bancorp 1991 Employee Stock Option Plan (the
"Employee Stock Option Plan"), under which officers and key full-time salaried
employees of the Company and its subsidiaries may be granted options to purchase
shares of the Company's Common Stock; and (ii) the First Financial Bancorp 1991
Director Stock Option Plan (the "Director Stock Option Plan"), under which
members of the Board of Directors are granted options to purchase shares of the
Company's Common Stock. At the 1991 Annual Meeting, the shareholders approved
the adoption of the Employee Stock Option Plan and the Director Stock Option
Plan (collectively referred to as the "1991 Stock Option Plans"). The 1991 Stock
Option Plans are intended to further the
11
<PAGE>
growth, development and financial success of the Company and its subsidiaries by
providing additional incentives to members of the Board of Directors, officers
and key employees, and by assisting them in acquiring shares of the Company's
Common Stock, which will allow them to benefit directly from the Company's
growth, development and financial success. The Director Stock Option Plan was
amended at the 1995 annual meeting of shareholders in respect of the timing of
option grants. Section 5(a) of the Director Stock Option Plan, as amended,
provides that, on May 1, 1995, each person who is an eligible Board member and
who has continuously served on the Board since June 18, 1991, shall be granted
an option to purchase 3,150 shares of Common Stock. Accordingly, on May 1, 1995,
each of the Directors of the Company (including six of the nominees described in
this Proxy Statement) was granted a nonstatutory option for 3,150 shares of
Common Stock.
The Board of Directors of the Company adopted a new, 1997 Stock Option Plan
and the shareholders approved such Plan at the annual meeting held on April 22,
1997. No additional option grants will be made under the 1991 Stock Option Plans
after such date. Such discontinuance will not adversely affect any stock option
previously granted and outstanding under the 1991 Stock Option Plans.
1997 Stock Option Plan. On March 20, 1997, the Board of Directors adopted
the First Financial Bancorp 1997 Stock Option Plan (the "1997 Stock Option
Plan"), under which directors, officers and key full-time salaried employees of
the Company and its subsidiaries and any consultant to the Company and its
subsidiaries who is not a member of the Board of Directors may be granted
options to purchase shares of the Company's Common Stock. At the 1997 Annual
Meeting, the shareholders approved the adoption of the 1997 Stock Option Plan.
The 1997 Stock Option Plan is intended to further the growth, development and
financial success of the Company and its subsidiaries by providing additional
incentives to members of the Board of Directors, officers and key employees and
consultants.
Change in Control. In the event of a sale, dissolution or liquidation of
the Company or a merger or consolidation in which the Company is not the
surviving or resulting corporation, the Board has the power to cause the
termination of options which are then outstanding under the Company's 1991 Stock
Option Plans if the surviving or resulting corporation does not agree to assume
all outstanding options under such plans; provided, however that in such event
the optionees shall have the right prior to such sale, liquidation, dissolution,
merger or consolidation to notification thereof as soon as practicable and,
thereafter until three days prior to the effectiveness of such sale,
dissolution, liquidation, merger or consolidation, to exercise the option
without regard to the vesting provisions. This right is conditioned upon the
execution of a definitive agreement of merger or consolidation or final plan of
sale, liquidation, or dissolution. Under the 1997 Stock Option Plan, in the
event of a change in control of the Company, the outstanding options will be
subject to the terms of the agreement of merger or reorganization. Such an
agreement may provide for the assumption of outstanding options, for payment of
a cash settlement or for acceleration of exercisability, in all cases without
the consent of the optionees.
Employee Stock Ownership Plan
Effective January 1, 1992, the Company and the Bank established the Bank of
Lodi Employee Stock Ownership Plan. The plan covers all employees, age 21 or
older, beginning with the first plan year in which the employee completes at
least 1,000 hours of service. The Bank's annual contributions to the plan are
made in cash and are at the discretion of the Board of Directors based upon a
review of the Company's consolidated profitability. Contributions to the plan
are invested primarily in the common stock the Company and are allocated to
participants on the basis of salary in the year of allocation. Benefits become
20% vested after the third year of credited service, with an additional 20%
vesting each year thereafter until 100% vested after seven years. The Bank's
contribution to the plan for 1998 was $117,000.
12
<PAGE>
Profit Sharing Plan
Effective January 1, 1997, the Company established the First Financial
Bancorp 401(k) Profit Sharing Plan. The plan covers all employees, age 18 or
older, beginning with the first plan year in which the employee completes at
least 1,000 hours of service. The plan is intended to supplement income upon
retirement; the actual retirement benefit for each employee will depend on the
amount in the employee's plan account balance at the time of retirement. For
each plan year, participating employees may elect to have a portion of their
compensation contributed to the plan, and the Company or the Bank may, at its
discretion, make matching or other contributions. Company and Bank contributions
to the plan for the benefit of employees become 20% vested after the second year
of service, with an additional 20% vesting each year thereafter until 100%
vested after six years. The Company has appointed Benjamin R. Goehring, Weldon
D. Schumacher, Angelo J. Anagnos, and Dennis R. Swanson as Trustees to hold all
amounts contributed to the plan and to make all distributions and benefit
payments. The Company did not make any contributions to the plan for 1998. Total
contributions to the plan by the Bank for 1998 were $38,013.
Compliance with Section 16(a) of the Securities Exchange Act of 1934
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
directors and executive officers, and any person who owns more than ten percent
of the Company's Common Stock, to file with the Securities and Exchange
Commission (the "SEC") initial reports of ownership and reports of changes in
ownership of Common Stock of the Company. Directors, executive officers and
greater than ten percent shareholders, if any, are required by SEC regulations
to furnish the Company with copies of all Section 16(a) forms they file. To the
Company's knowledge, based solely on review of the copies of such reports
furnished to the Company and written representations that no other reports were
required, all directors and executive officers of the Company were in compliance
with the applicable Section 16(a) filing requirements. To the Company's
knowledge, during the fiscal year ended December 31, 1998, no person owned more
than ten percent of the Common Stock of the Company.
INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors has selected KPMG LLP as the Company's certified
public accountant for 1999. KPMG LLP audited the financial statements of the
Company for the year ended December 31, 1998. KPMG LLP has no interest,
financial or otherwise, in the Company. The services rendered by KPMG LLP during
the 1998 fiscal year were audit services and included consultation in connection
with various accounting, tax reporting, strategic planning, and compensation
matters. The Audit Committee of the Board of Directors of the Company approved
each professional service rendered by KPMG LLP during the 1998 fiscal year, and
the possible effect of each such service on the independence of that firm was
considered by the Audit Committee of the Board of Directors before such service
was rendered.
A representative of KPMG LLP is expected to be present at the Annual
Meeting and will have an opportunity to make a statement and to respond to
appropriate questions.
13
<PAGE>
ANNUAL REPORT
The annual report of the Company containing audited financial statements
for the fiscal year ended December 31, 1998, has been combined with the required
information of Form 10-K Annual Report. The Company's combined Annual Report, on
Form 10-K for the year ended December 31, 1998, as filed with the Securities and
Exchange Commission under the Securities Exchange Act of 1934, accompanies this
Proxy Statement.
SHAREHOLDERS' PROPOSALS FOR 2000 ANNUAL MEETING
Next year's Annual Meeting is scheduled to be held on April 25, 2000.
Management of the Company will have discretionary authority to vote proxies
obtained by it in connection with any shareholder proposal not submitted on or
before the November 30, 1999 deadline. Any proposal of a shareholder intended to
be presented at the Company's 2000 Annual Meeting must be received by the
Company no later than December 21, 1999 for inclusion in the Proxy Statement and
form of proxy for that meeting subject to the SEC's proxy rules. Any such
proposal should be directed to the attention of the President, First Financial
Bancorp, 701 South Ham Lane, Lodi, California 95242.
OTHER MATTERS
Management knows of no other matters to be voted upon at the Annual
Meeting. If any other matter properly comes before the Annual Meeting, it is the
intention of the persons named in the enclosed form of proxy to vote on such
matters in accordance with their judgment.
You are urged to sign, date and return the enclosed proxy in the envelope
provided. No further postage is required if the envelope is mailed from within
the United States. If you subsequently decide to attend the Annual Meeting and
wish to vote your shares in person, you may do so. Your cooperation in giving
this matter your prompt attention is appreciated.
By Order of the Board of Directors,
Leon J. Zimmerman
President and Chief Executive Officer
Lodi, California
April 20, 1999
14
<PAGE>
Appendix A
FIRST FINANCIAL BANCORP
SOLICITED BY THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF SHAREHOLDERS
ON MAY 18, 1999
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned holder of Common Stock acknowledges receipt of a copy of the
Notice of Annual Meeting of Shareholders of First Financial Bancorp and the
accompanying Proxy Statement dated April 20, 1999, and revoking any Proxy
heretofore given, hereby constitutes and appoints Benjamin R. Goehring and
Weldon D. Schumacher, and each of them, with full power of substitution, as
attorneys and proxies to appear and vote all of the shares of Common Stock of
First Financial Bancorp, a California corporation, outstanding in the name of
the undersigned which the undersigned could vote if personally present and
acting at the Annual Meeting of Shareholders of the First Financial Bancorp, to
be held at 701 South Ham Lane, Lodi, California, on Tuesday, May 18, 1999, at
5:30 p.m., or at any adjournments or postponements thereof, upon the following
items as set forth in the Notice of Meeting and Proxy Statement and to vote
according to their discretion on all other matters which may be properly
presented for action at the meeting or any adjournments or postponements
thereof. The above-named proxy holders are hereby granted discretionary
authority to cumulate votes represented by the shares covered by this proxy in
the election of directors.
(Continued, and to be marked, dated and signed, on the other side)
<PAGE>
Please mark
votes as [X]
indicated in
the example
1. To elect as directors the eight nominees set forth below
[ ] FOR all nominees listed below [ ] WITHHOLD AUTHORITY
(except as marked to the to vote for all nominees
contrary below) listed below
INSTRUCTIONS: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, STRIKE A
LINE THROUGH THE NOMINEE'S NAME ON THE LIST BELOW:
Angelo J. Anagnos, Steven M. Coldani, Benjamin R. Goehring, Bozant Katzakian,
David M. Philipp, Weldon D. Schumacher, Dennis R. Swanson, and Leon J.
Zimmerman.
2. In their discretion, to transact such other business as may properly come
before the Meeting.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ELECTION OF DIRECTORS
NOMINATED BY THE BOARD OF DIRECTORS. THE PROXY, WHEN PROPERLY EXECUTED, WILL BE
VOTED AS DIRECTED. IF NO DIRECTION IS MADE, IT WILL BE VOTED "FOR" THE ELECTION
OF DIRECTORS NOMINATED BY THE BOARD OF DIRECTORS.
I/We do [ ] or do not [ ] expect to attend
this meeting.
SHAREHOLDER(S) NO. OF COMMON SHARES
____________________________________ ____________
____________________________________ ____________
Dated: ______________________, 1999
Please date and sign exactly as your name(s) appears. When signing as attorney,
executor, administrator, trustee, or guardian, please give full title. If more
than one trustee, all should sign. All joint owners should sign.
WHETHER OR NOT YOU PLAN TO ATTEND THIS MEETING, PLEASE SIGN AND RETURN THIS
PROXY AS PROMPTLY AS POSSIBLE IN THE ENCLOSED POSTAGE-PAID ENEVELOPE.
THIS PROXY IS SOLICITED BY, AND ON BEHALF OF THE BOARD OF DIRECTORS
AND MAY BE REVOKED PRIOR TO ITS EXERCISE.
Signature(s) ___________________________________________________________________
Date __________________________________________
NOTE: Please sign as name appears hereon. Joint ownership should each sign. When
signing as attorney, executor, administrator, trustee or guardian, please give
full title as such.
