Liberty Bancorp, Inc.
March 28, 1994
To Each Shareholder:
You are cordially invited to attend the Annual Meeting of Shareholders
which will be held this year in the First Place Auditorium, Lower Level, First
National Tower, 15 East Fifth Street, Tulsa, Oklahoma, on Wednesday, April
20, 1994, at 1:00 p.m. Accompanying this letter is the formal Notice of the
meeting and proxy material. Parking will be provided in the American Parking
Garage (entrance on Boulder Avenue between Fifth Street and Fourth Street).
We welcome your attendance at the meeting.
Sincerely,
/S/Charles E. Nelson
Charles E. Nelson
Chairman and Chief Executive Officer
Liberty Bancorp, Inc.
Liberty Tower -- 100 North Broadway
Oklahoma City, Oklahoma
NOTICE OF SHAREHOLDERS' MEETING
TO EACH SHAREHOLDER:
Notice is hereby given that the Annual Meeting of Shareholders of Liberty
Bancorp, Inc., an Oklahoma corporation, will be held in the First Place
Auditorium, Lower Level, First National Tower, 15 East Fifth Street, Tulsa,
Oklahoma, on Wednesday, April 20, 1994 at 1:00 p.m., for the following
purposes:
1. To elect four Directors for a term of three years; and
2. To transact such other business as may properly be brought before the
Annual Meeting.
The meeting may be adjourned from time to time and, at any reconvened
meeting, action with respect to the matters specified in this notice may be
taken without further notice to shareholders unless required by the Bylaws.
The holders of Common Stock of record at the close of business on March
1, 1994 shall be entitled to notice of, and to vote at, the Annual Meeting. A
list of such shareholders will be available at the Stock Transfer Department
of Liberty Bank and Trust Company of Oklahoma City, N.A., 100 North Broadway,
Oklahoma City, and the office of the Corporate Secretary at Liberty Bank and
Trust Company of Tulsa, N.A., 15 East Fifth Street, Tulsa, Oklahoma for ten
days before the Annual Meeting and at the Annual Meeting.
BY ORDER OF THE BOARD OF DIRECTORS
Kenneth R. Brown, Secretary
DATE: March 28, 1994
Please Sign The Enclosed Form of Proxy and Return It Promptly In The Envelope
Enclosed For That Purpose. You May Nevertheless Vote In Person If You Do
Attend The Meeting.
Liberty Bancorp, Inc.
PROXY STATEMENT
LIBERTY BANCORP, INC.
Liberty Tower -- 100 North Broadway
Oklahoma City, Oklahoma 73102
ANNUAL MEETING OF SHAREHOLDERS
April 20, 1994
The following information is furnished in connection with the Annual
Meeting of Shareholders of Liberty Bancorp, Inc. (the "Company") to be held on
Wednesday, April 20, 1994 at 1:00 p.m. in the First Place Auditorium, Lower
Level, First National Tower, 15 East Fifth Street, Tulsa, Oklahoma, and will
be mailed on or about March 28, 1994 to holders of record of Common Stock as
of the record date.
The record date and hour for determining shareholders entitled to vote
have been fixed at the time of the closing of business of the Company on March
1, 1994. On that date, the Company had outstanding 9,477,819 shares of Common
Stock. Each outstanding share of Common Stock is entitled to one vote.
The enclosed proxy for the Annual Meeting of Shareholders is being
solicited by the Company's Board of Directors and is revocable at any time
prior to the exercise of the powers conferred thereby. The cost of soliciting
the proxies in the enclosed form will be borne by the Company. In addition to
the use of the mails, proxies may be solicited by personal interview,
telephone and telegraph, and by banks, brokerage houses and other
institutions. Nominees or fiduciaries will be requested to forward the
solicitation material to their principals and to obtain authorization for the
execution of proxies. The Company may, upon request, reimburse banks,
brokerage houses and other institutions, nominees and fiduciaries for their
expenses in forwarding proxy materials to their principals.
Unless otherwise directed in the accompanying form of proxy, the persons
named therein will vote FOR the election of the four director nominees. As to
any other business which may properly come before the meeting, they will vote
in accordance with the recommendations of the Board of Directors, although the
Company does not presently know of any other such business.
ANNUAL REPORT
The Company's Annual Report to Shareholders, covering the fiscal year
ended December 31, 1993, including audited financial statements, is enclosed.
No parts of the Report are incorporated in this Proxy Statement or are deemed
to be a part of the material for the solicitation of proxies.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
At March 1, 1994, the Company had outstanding 9,477,819 shares of Common
Stock (excluding treasury stock). The following table sets forth, as of March
1, 1994, the number and percentage of shares beneficially owned, along with
the nature of such beneficial ownership, by those persons known by the Company
to be the beneficial owners of more than five percent of the outstanding
Common Stock based upon the most recent information provided by such persons
to the Company.
<TABLE>
<CAPTION>
Beneficial Ownership
Number of
Shares and Percent
Nature of of
Name Address Ownership Class
<S> <C> <C> <C>
John E. Kirkpatrick 1300 N. Broadway 1,792,895(2)(a) 18.92%
and Family Oklahoma City, OK 73103
Robert E. Torray 6610 Rockledge Dr. 1,188,591(b)
Suite 450 574,240(2)(c)
Bethesda, MD 20817 ---------
1,762,831 18.60%
State Farm Mutual One State Farm Plaza 645,161(1) 6.81%
Automobile Insurance Bloomington, IL 61710
Company
Liberty Bancorp, Inc. 100 N. Broadway 598,098(2)(d) 6.31%
Profit Sharing, Oklahoma City, OK 73102
Salary Deferral
and Employee Stock
Ownership Plan and
Trust Agreement
Helmerich & Payne, 1579 E. 21st Street 500,000(1)(e) 5.28%
Inc. Tulsa, OK 74114
</TABLE>
(1) Sole voting and investment power.
(2) Shared voting and investment power.
(a) John E. Kirkpatrick and various family members have indicated that
they act together in connection with the voting of shares of the Company's
Common Stock indicated as beneficially owned by them.
(b) Of the 1,188,591 shares of the Company's Common Stock shown, Mr.
Torray claims to have sole voting and investment power for 356,155 common
shares which he owns individually; 8,638 common shares which he owns in joint
tenancy with his wife; 600 shares held as custodian for his children; 1,000
shares held jointly with certain other individuals; and 4,000 shares held as
trustee of the Helen Thore Revocable Trust. Of the remaining 818,198 shares
being reported, Robert E. Torray & Co. (of which Mr. Torray is the sole
shareholder and President) beneficially owns in respect of its clients all
such shares. Of these 818,198 shares, Mr. Torray has sole voting power over
663,498 of such shares, sole dispositive power over 806,198 shares; and shared
dispositive power over 12,000 such shares.
(c) Of the 574,240 shares of the Company's Common Stock over which Mr.
Torray may be deemed to have shared voting and investment power, The Energy
Recovery Fund owns 544,240 common shares. Mr. Torray is a general partner of
T&B Energy Limited Partnership, which is the general partner of Energy
Recovery Partners Limited Partnership, which is, in turn, the general partner
of the Energy Recovery Fund. These powers are shared with the other general
partner of T&B Energy Limited Partnership, Frank A. Benevento, II. Mr. Torray
may also be deemed to have shared voting and investment power as to 30,000
shares in the Torray Fund as President of the Torray Corporation, the
investment manager of the Torray Fund.
(d) Of these shares, 160,009 shares of the Company's Common Stock are
unallocated to employees and are owned by the Profit Sharing, Salary Deferral
and Employee Stock Ownership Plan and Trust. These shares are voted by the
Company's Employee Benefit Administration Committee, composed of certain
officers of the Company or its subsidiaries. The remaining 438,089 shares of
the Company's Common Stock in the Plan have been allocated to the individual
employees and are voted by those employees. All of these shares are held of
record by Liberty Bank and Trust Company of Oklahoma City, N.A. ("Liberty
Oklahoma City") as Trustee of the Plan and Liberty Oklahoma City has
dispositive power over such shares under certain circumstances. Liberty
Oklahoma City also holds of record additional shares, which represent less
than 1/2 of 1% of the Company's outstanding Common Stock, as Trustee under
other trust agreements.
(e) The shares indicated as beneficially owned by Helmerich & Payne,
Inc., of which corporation Mr. Walter H. Helmerich, III is Chairman, exclude
any shares held by him in various trust accounts and by another corporation of
which Mr. Helmerich is President. Mr. Helmerich disclaims beneficial
ownership of all shares held by Helmerich & Payne, Inc.
ELECTION OF DIRECTORS
The authorized number of directors of the Company following the Annual
Meeting will be twenty (20). The Bylaws specify that the directors of the
Company shall be divided into three classes approximately equal in number,
with each director serving a three-year term.
The following persons have been nominated by the Board of Directors for
election to three-year terms on the Company's Board of Directors: Robert S.
Ellis, M.D., Edward C. Lawson, Jr., Charles E. Nelson, and William G. Paul.
Additional nominations from the floor will be accepted at the Annual Meeting.
Should any of the nominees to the Board of Directors not be a candidate at the
Annual Meeting, all proxies received will be voted in favor of the remainder
of those nominated and for such substitute nominees, if any, as shall be
designated by the Board and nominated by any of the proxies named in the
enclosed proxy form.
Certain information concerning the Board's nominees to the Board of
Directors of the Company and other directors of the Company is set forth below
based on information supplied by the directors or nominees. All information
is as of March 1, 1994.
<TABLE>
<CAPTION>
Common Stock
Year Term Number of
Principal Occupation, First Year Expires Shares and
Directorships of Other Became a as a Nature of Percent
Name Public Companies and Age Director Director Ownership of Class(1)
Nominees
<S> <C> <C> <C> <C> <C>
Robert S. Ellis, M.D. Physician, Oklahoma Allergy Clinic, 1990 1994 4,458(2) .05%
Oklahoma City, OK; age 67
Edward C. Lawson, Jr. President, Lawson Petroleum Company 1990 1994 67(2)
(oil and gas drilling, exploration and 13,694(4)
production), Tulsa, OK; age 60 ------
13,761 .15%
Charles E. Nelson Chairman and Chief Executive Officer 1990 1994 914(2)
of the Company and Chairman, 61,086(3)
President and Chief Executive Officer 456(4)
of Liberty Oklahoma City, OK; age 51 1,688(5)
1,343(6)
------
65,487 .69%
William G. Paul Senior Vice President and General 1984 1994 3,646(2)
Counsel, Phillips Petroleum Company, 100(4)
(integrated public oil company), -----
Bartlesville, OK; age 63 3,746 .04%
Directors
Molly Shi Boren Attorney, Arlington, VA; age 50 1990 1995 10(2) --
Donald L. Brawner, M.D. Retired Surgeon, Tulsa, OK; age 69 1984 1995 101(2)
24,848(4)
------
24,949 .26%
Thomas G. Donnell President and Chief Executive Officer, 1990 1996 6(2) --
Cain's Coffee Company (manufacturer
and distributor of coffee, spices and
related products), Oklahoma City, OK;
age 60
Martin E. Fate, Jr. Private Consultant; Retired President,
Chief Executive Officer and Vice
Chairman, Public Service 1990 1995 600(2) .01%
Company of Oklahoma (public utility),
Tulsa, OK; age 61
William F. Fisher, Jr. Chairman, President and Chief 1990 1996 710(2) .01%
Executive Officer, FISHERCORP,
Inc., which owns Miss Jackson's
(department store), Tulsa, OK; age 54
C. W. Flint, Jr. Retired Chairman, Flint Industries, 1984 1996 4,066(2)(a) .04%
Inc. (construction of commercial
buildings and oilfield servicing);
Director, Helmerich & Payne, Inc.,
Pennzoil Corporation and Flint
Flint Resources Company, Tulsa,
OK; age 72
James L. Hall, Jr. Member, Crowe & Dunlevy, A 1990 1995 1,074(2)
Professional Corporation (attorneys), 1,449(4)
Oklahoma City, OK; age 58 -----
2,523 .03%
Raymond H. Hefner, Jr. President, Bonray, Inc.; 1986 1995 10(2)
General Partner, Hefner Enterprises 87,397(4)
(oil and gas drilling, exploration ------
and production), Oklahoma City, OK; 87,407 .92%
age 66
Walter H. Helmerich, III Chairman, Helmerich & Payne, Inc. 1984 1996 23,500(2)
(petroleum exploration and production, 6,000(4)
contract drilling, chemical manufactur- ------
ing, real estate development and 29,500(b) .31%
management); Director, Caterpillar,
Inc. Rikwell Company and Atwood
Oceanics, Inc.; Tulsa, OK; age 71
Joseph S. Jankowsky Private investor, Tulsa, OK; age 59 1990 1996 10(2) --
John E. Kirkpatrick Managing Partner, Kirkpatrick Oil 1984 1996 1,792,895(4)(c) 18.92%
Company (independent oil company);
Chairman Emeritus of the Company,
Oklahoma City, OK; age 86
Herb Mee, Jr. President and Director, Beard Oil 1990 1995 10(2) --
Company (natural resource exploration
and development), Oklahoma City, OK;
age 65
W. N. Pirtle Senior Vice President, Oklahoma 1990 1994 122(2) --
Natural Gas Company (public utility),
a division of ONEOK, Inc., Oklahoma
City, OK; age 61
V. Lee Powell President and Director, Fremont 1990 1995 212(2) --
Energy Corporation and Powell
Resources, Inc. (oil and gas
exploration), Oklahoma City, OK;
age 60
Jon R. Stuart President and Chief Executive Officer 1988 1995 94,857(2)
of First Stuart Corporation (radio 104,834(4)
broadcasting and investments in -------
commercial real estate and oil and gas 199,691 2.11%
properties), Tulsa, OK; age 45
Robert E. Torray Chairman and President, Robert E. 1988 1996 1,188,591(d)
Torray & Co., Inc. (investment 574,240(4)(e)
management company); President, The ---------
Torray Corporation; President, The Torray 1,762,831 18.60%
Fund; Chairman, Birmingham Capital
Management Company, Inc. and
Chairman, Energy Recovery Management,
Inc., Bethesda, MD; age 56
John S. Zink President, Zeeco, Inc. (manufacturer 1990 1996 10(2) --
of industrial combustion equipment),
Broken Arrow, OK; age 65
Named Executive
Officers Who Are Not
Nominees or Directors
W. H. Thompson, Jr. 252(2)
35,200(3)
997(5)
964(6)
------
37,413 .39%
William M. Bell 1,070(2)
25,000(3)
8,035(5)
476(6)
------
34,581 .36%
Kenneth R. Brown 3,129(2)
23,500(3)
2,861(5)
561(6)
------
30,051 .32%
Mischa Gorkuscha 2,489(2)
24,500(3)
560(4)
4,419(5)
595(6)
------
32,563 .34%
All directors, nominees 524,066(2)
and executive officers 213,686(3)
as a group (28 persons) 2,606,473(4)
25,950(5)
5,192(6)
806,198(7)
---------
4,181,565 43.15%
</TABLE>
(1) Percent of Common Stock is calculated without regard to shares of Common
Stock issuable upon exercise of outstanding stock options, except that any
shares a person is deemed to own by having a right to acquire by exercise of
an option are considered outstanding solely for purposes of calculating such
person's percentage ownership. Each share of Common Stock is entitled to one
vote on all matters submitted to shareholders.
(2) Sole voting and investment power.
(3) Right to acquire by exercise of stock option(s) currently exercisable or
exercisable within 60 days.
(4) Shared voting and investment power.
(5) Sole voting power under the Profit Sharing, Salary Deferral and Employee
Stock Ownership Plan and Trust Agreement.
(6) Sole voting power of restricted stock awarded under Management Incentive
Bonus Plan.
(7) Sole dispositive power.
(a) The shares indicated as beneficially owned by Mr. Flint exclude 96,320
shares of Common Stock owned by Flint Construction Company of South America,
Inc. ("Flint S.A.") of which Mr. Flint once served as an officer and director.
Mr. Flint still serves as a director of Flint S.A.'s parent company, Flint
Resources Company. However, he is no longer active in the day-to-day
operation of either company and does not have voting or dispositive power with
respect to these shares. Mr. Flint disclaims beneficial ownership of these
shares along with 3,270 shares of Common Stock held in trust accounts for
grandchildren for which his wife is sole trustee with sole voting and
dispositive power.
(b) The shares indicated as beneficially owned by Mr. Helmerich exclude
500,000 shares of Common Stock owned by Helmerich & Payne, Inc. of which
corporation Mr. Helmerich is Chairman. Mr. Helmerich disclaims beneficial
ownership of these shares.
(c) The 1,792,895 shares of Common Stock indicated as beneficially owned by
Mr. Kirkpatrick are owned by him together with members of his family as
indicated in Footnote (a) to the table under "SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS."
(d) See Footnote (b) to the table under "Security Ownership of Certain
Beneficial Owners."
(e) See Footnote (c) to the table under "Security Ownership of Certain
Beneficial Owners."
Each director of the Company also serves as a director of the Company's
two principal bank subsidiaries ("Subsidiary Banks"), Liberty Oklahoma City,
and Liberty Bank and Trust Company of Tulsa, N.A. ("Liberty Tulsa").
The principal occupations or business activities of all nominees and
directors listed above during the past five years have been substantially the
same as those listed above, except as set forth below. Mr. Charles E. Nelson
was employed as Chairman, President and Chief Executive Officer of Liberty
Oklahoma City in December, 1988, and elected as President and Chief Executive
Officer of the Company in December, 1989 and Chairman of the Company in
February, 1992. In addition to the positions listed for Mr. Raymond H.
Hefner, Jr., he served as Chairman and Chief Executive Officer of Bonray
Energy Corporation from June, 1957 until November, 1991. Mr. Joseph S.
Jankowsky, a private investor, served as President and Chief Executive Officer
of Atlas Life Insurance Company from 1962 until his retirement in 1991. Mr.
C. W. Flint, Jr. served as Chairman of Flint Industries, Inc. from December,
1973 until his retirement in June, 1992. Mr. Martin E. Fate, Jr. served as
President and Chief Executive Officer of Public Service Company of Oklahoma
from February, 1982 until May, 1992 and as Vice Chairman until his retirement
in May, 1993.
No family relationships exist between any executive officers and
directors of the Company.
Advisory Directors
The Board of Directors, by resolution, has established a group of
Advisory Directors of the Company and has appointed the persons described
below to serve in such capacity. Advisory Directors of the Company serve in
an advisory capacity to the Board of Directors of the Company and are
designated annually, but are not elected by the shareholders and are not
entitled to vote. Persons serving as Advisory Directors of the Company will
also serve as Advisory Directors of each of the Subsidiary Banks.
William C. Douce, age 74, is retired Chairman of the Board of Phillips
Petroleum Company. Mr. Douce is also a director of Petrolite Corporation in
St. Louis, Missouri.
Charles W. Flint, III, age 43, is Chairman and President of Flint
Construction of South America, Inc. and Flint Resources Company, and Chairman
and Director of Flint Industries, Inc.
Judy Z. Kishner, age 46, is Senior Vice President of Sooner Pipe and
Supply Corporation located in Tulsa, Oklahoma.
Gene C. Meyer, age 61, is retired Southern Division Vice President of
Weyerhaeuser Forest Products Co. located in Hot Springs, Arkansas.
Clifton L. Taulbert, age 49, is President and Owner of The Freemount
Corporation located in Tulsa, Oklahoma and President of Texas Spike USA, Inc.
located in San Antonio, Texas.
J. Otis Winters, age 61, is Chairman of Pate, Winters & Stone, Inc., a
consulting firm located in Dallas, Texas.
Committees
Various members of the Company's Board of Directors comprise the
Nominating Committee, Audit Committee, Directors' Loan Review Committee, Trust
Committee, Investment Committee, Human Resources and Compensation Committee
and Marketing Committee of the Company.
The Nominating Committee evaluates and recommends to the Board nominees
for election to the Board of Directors. Although there is no formal procedure
for shareholders to recommend nominees for the Board of Directors, the Board
will consider such recommendations if received one hundred and twenty days in
advance of the Annual Meeting of Shareholders. Such recommendations should be
addressed to the Chairman of the Nominating Committee. During 1993, the
Nominating Committee was composed of Charles E. Nelson (Chairman), William F.
Fisher, Jr., Walter H. Helmerich, III, John E. Kirkpatrick, William G. Paul,
and Robert E. Torray. The Committee met once in 1993 to recommend the
nominees for directors in 1993.
The Audit Committee is responsible to the Board of Directors for
establishing and reviewing continuous and periodic internal and external
audits of the Company and its subsidiaries, reviewing the Company's compliance
with various regulations including the Community Reinvestment Act and meeting
with representatives of the Company's independent public accountants to review
the results of their audits. The Audit Committee was composed of John S. Zink
(Chairman), Molly Shi Boren, Edward C. Lawson, Jr., William G. Paul and J.
Otis Winters. The Committee met ten times in 1993.
The Directors' Loan Review Committee of Liberty Tulsa and Liberty
Oklahoma City are responsible to the Board of Directors for the general
oversight of the Company's lending activities. These two bank Committees were
merged in June of 1993 and now perform their duties on a combined basis. The
Company's internal loan review function reports directly to this combined
Committee. The membership of the combined Committee was composed of Joseph S.
Jankowsky (Chairman), Donald L. Brawner, M.D., Robert S. Ellis, M.D., C. W.
Flint, Jr., James L. Hall, Jr., R. H. Hefner, Jr., A. P. Martin (an advisory
director), Charles E. Nelson, Stephen D. Plunk, V. Lee Powell, W. H. Thompson,
Jr. and Henry Zarrow (an advisory director). Liberty Tulsa's Directors' Loan
Review Committee met five times during 1993 and Liberty Oklahoma City's
Directors' Loan Review Committee met five times during 1993 and the combined
Directors' Loan Review Committee met six times during 1993.
The Trust Committee ensures adequate policies and procedures of the
management of trust activities. This committee makes reports and
recommendations to the Board of Directors concerning trust activities and such
other matters as may be assigned by the Board of Directors. The Committee was
composed of Raymond H. Hefner, Jr. (Chairman), Thomas G. Donnell, William C.
Douce, Judy Z. Kishner, John E. Kirkpatrick and W. N. Pirtle. The Committee
met eleven times in 1993.
The Investment Committee ensures adequate investment and asset/liability
management policies. This committee makes reports and recommendations to the
Board of Directors concerning securities portfolio performance, investment
banking performance, mortgage banking activities, liability structure and
adequacy of procedures to manage sensitivity to fluctuations in interest rates
and other matters as may be assigned by the Board of Directors. This
Committee was composed of Herb Mee, Jr. (Chairman), Walter H. Helmerich, III,
Joseph S. Jankowsky, W. N. Pirtle, Robert E. Torray and J. Otis Winters and
met three times during 1993.
The Human Resources and Compensation Committee ensures adequate policies
and procedures concerning the management of human resources focusing on
compensatory systems, employee benefit plans and career development programs.
The Committee was composed of V. Lee Powell (Chairman), Martin E. Fate, Jr.,
Charles W. Flint, III, James L. Hall, Jr., Gene C. Meyer and William G. Paul
and met seven times during 1993. For more information concerning the
functions of the Human Resources and Compensation Committee with respect to
executive compensation, see "Executive Compensation and Other Information --
Human Resources and Compensation Committee Report on Executive Compensation."
The Marketing Committee provides guidance to management in the
development of policies regarding the marketing of products and services and
oversees the coordination of the marketing and business development activities
of the Company. The Committee also reviews certain aspects of the Company's
Community Reinvestment Act compliance programs. This committee was composed of
William F. Fisher, Jr. (Chairman), Robert S. Ellis, M.D., Martin E. Fate, Jr.,
Edward C. Lawson, Jr., Gerard J. Rothlein, Jr., Jon R. Stuart and Clifton L.
Taulbert. The Committee met four times during 1993.
The entire Board of Directors of the Company met eleven times during
1993.
During 1993, all directors of the Company attended at least 75% of the
aggregate of all meetings of the Board of Directors and committees on which
they served except C. W. Flint, Jr., James L. Hall, Jr., Raymond H. Hefner,
Jr., Herb Mee, Jr. and V. Lee Powell.
During 1993, all directors of the Company received $500 for each Board
meeting attended. Each director who served as a member of a committee
received $150 for each committee meeting attended and the chairman of each
committee received $250 for each meeting chaired.
Executive Officers
Certain information concerning the executive officers of the Company is
set forth below:
In addition to Charles E. Nelson, the Company's Chairman and Chief
Executive Officer, the following officers of the Company or its subsidiaries
serve on the Company's Managing Committee, which is the senior management
committee responsible for the development and implementation of Company
policies, subject to approval of the Board of Directors, when appropriate.
William M. Bell, age 58, is Senior Vice President of the Company and Vice
Chairman of Liberty Oklahoma City and is responsible for the Company's trust
activities. Mr. Bell has been with the Company for 28 years and has served as
a director of Liberty Oklahoma City for 21 years.
Kenneth R. Brown, age 57, is Senior Vice President and Secretary of the
Company and is responsible for the investments and the capital markets
activities of the Company. He also serves as Executive Vice President,
Secretary and Cashier of Liberty Oklahoma City. Mr. Brown has been with the
Company for 36 years.
Mischa Gorkuscha, age 47, is Senior Vice President and Chief Financial
Officer of the Company, Chairman of Liberty Mortgage Company and Executive
Vice President of Liberty Oklahoma City. Mr. Gorkuscha has been with the
Company since 1976.
W. Jeffrey Pickryl, age 42, is Senior Vice President and Chief Credit
Officer of the Company and was elected President of Liberty Tulsa in November,
1993. Mr. Pickryl is responsible for the Company's commercial banking and
credit administration activities and has been with the Company since 1983.
Stephen D. Plunk, age 43, is Senior Vice President of the Company and
Executive Vice President of Liberty Oklahoma City. Mr. Plunk has been with
the Company for ten years, and served as President of Liberty Tulsa from
March, 1990 to November, 1993. Mr. Plunk has oversight responsibility for the
Company's operations and data processing activities as well as its special
assets operations.
Douglas L. Ruhl, age 45, is Senior Vice President of the Company and is
responsible for its retail banking activities. He is also Executive Vice
President of Liberty Oklahoma City. Mr. Ruhl has been with the Company since
1987.
W. H. Thompson, Jr., age 59, is President of the Company and is Chairman
and Chief Executive Officer of Liberty Tulsa. Mr. Thompson has been a director
of Liberty Tulsa since 1978 and has been with the Company since 1990. Prior
to his election as Chief Executive Officer of Liberty Tulsa, Mr. Thompson was
employed as an energy consultant with W. H. Thompson and Associates and prior
to that was President and Chief Executive Officer of MAPCO, Inc., a public
energy company. Mr. Thompson is responsible for the Company's human resources
functions and has oversight for its commercial banking and credit
administration activities.
All executive officers and senior officers serve at the pleasure of the
Board of Directors.
Compliance with SEC Reporting Requirements
Section 16 of the Securities Exchange Act of 1934 requires directors and
certain officers of the Company to file reports with the Securities and
Exchange Commission reflecting transactions by such persons in the Company's
Common Stock. During 1993, to the knowledge of the Company or based on
information provided by such persons to the Company, all officers and
directors of the Company subject to such filing requirements fully complied
with such requirements, except as set forth below.
During 1990, Gene C. Meyer, an advisory director of the Company, became
obligated to file one report covering one transaction. The obligation was not
discovered until 1993, at which time a report was filed.
During 1993, Donald L. Brawner, a director of the Company, was late
filing one report covering two transactions.
EXECUTIVE COMPENSATION AND OTHER INFORMATION
Summary of Cash and Certain Other Compensation
The following table provides certain summary information concerning
compensation paid or accrued by the Company and its subsidiaries, to or on
behalf of the Company's Chief Executive Officer and each of the four other
most highly compensated executive officers of the Company (determined as of
the end of the last fiscal year) (hereafter referred to as the named executive
officers) for the fiscal years ended December 31, 1991, 1992 and 1993:
<TABLE>
EXECUTIVE COMPENSATION AND OTHER INFORMATION
<CAPTION>
SUMMARY COMPENSATION TABLE
Annual Compensation(1) Long Term Compensation
Restricted All
Stock Other
Name and Principal Year Salary Bonus Awards(2) Options(#) Compensation(3)
Position
<S> <C> <C> <C> <C> <C> <C>
Charles E. Nelson 1993 $352,000 $84,975 $24,813 -0- $37,505
Chairman, Chief Executive Officer 1992 325,697 33,000 47,850 55,000 10,277
and Director of the Company and Chairman, 1991 304,447 12,000 -0- -0- 7,296
President and Chief Executive Officer of
Liberty Oklahoma City
W. H. Thompson, Jr. 1993 $237,000 $61,285 $17,987 -0- $81,507
President of the Company and 1992 214,265 23,800 34,361 35,000 8,188
Chairman and Chief Executive Officer of 1991 195,635 8,000 -0- -0- 3,980
Liberty Tulsa
William M. Bell 1993 $188,284 $44,033 $13,492 -0- $27,443
Senior Vice President-Trust of the 1992 $181,188 12,300 16,974 23,000 14,165
Company and Vice Chairman of Liberty 1991 $178,281 8,000 -0- -0- 12,353
Oklahoma City
Kenneth R. Brown 1993 $152,400 $44,033 $12,505 -0- $24,735
Senior Vice President-Investments and 1992 137,080 14,500 20,010 23,000 12,701
Secretary of the Company and Executive 1991 116,733 8,000 -0- -0- 9,959
Vice President, Secretary and Cashier of
Liberty Oklahoma City
Mischa Gorkuscha 1993 $146,676 $44,033 $12,681 -0- $21,878
Senior Vice President, Chief Financial 1992 133,768 14,500 21,361 23,000 10,439
Officer, Chairman of Liberty Mortgage 1991 116,000 8,000 -0- -0- 8,103
Company and Executive Vice President
of Liberty Oklahoma City
</TABLE>
(1) Personal benefits provided to each of the named executive officers under
various Company programs do not exceed 10% of total annual salary and bonus
reported for the named executive officer and are not included in this total.
(2) Amounts represent awards made pursuant to the Company's Management
Incentive Bonus Plan. Restricted stock awards in 1992 vest over five years at
the rate of 20% per year. Awards for 1993 vest on December 15, 1994 and
consist of 918; 665; 499; 463 and 469 shares for Mssrs. Nelson, Thompson,
Bell, Brown and Gorkuscha, respectively. The value of the restricted stock
awarded to each of the named executive officers is based on the closing sale
price per share of the Company's Common Stock reported in the NASDAQ National
Market System for the thirty-day period immediately preceding the date of
grant of the award as provided under the Management Incentive Bonus Plan.
Dividends are paid on shares of restricted stock. As of December 31, 1993,
the number and market value of shares of restricted stock holdings of each
named executive officer (which excludes shares previously awarded but are no
longer restricted) were as follows: Mr. Nelson -- 2,597 shares, $72,716; Mr.
Thompson -- 1,871 shares, $52,388; Mr. Bell -- 1,095 shares, $30,660; Mr.
Brown -- 1,165 shares, $32,620; and Mr. Gorkuscha -- 1,213 shares, $33,964.
(3) Amounts represent Company contributions pursuant to the Company's Profit
Sharing, Salary Deferral and Employee Stock Ownership Plan and Supplemental
Executive Retirement Plan.
Option Exercises and Holdings
The following table provides information, with respect to the named
executive officers, concerning the exercise of options during the Company's
last fiscal year and unexercised options held as of the end of the last fiscal
year:
<TABLE>
OPTION EXERCISES AND YEAR-END VALUE TABLE
<CAPTION>
Shares Number of Unexercised Value of Unexercised In-the-
Acquired Options at FY-End (#) Money Options at FY-End
Name on Exercise(#) Realized($) Exercisable Unexercisable Exercisable(1) Unexercisable(1)
<S> <C> <C> <C> <C> <C> <C>
Charles E. Nelson 914 $14,258 50,086 79,000 $767,242 $786,000
W. H. Thompson, Jr. -0- -0- 28,200 46,800 430,050 472,200
William M. Bell -0- -0- 20,400 32,600 312,600 314,400
Kenneth R. Brown 1,250 26,500 19,150 32,600 293,100 314,400
Mischa Gorkuscha 500 7,800 19,900 32,600 304,800 314,400
</TABLE>
(1) Market value of underlying shares of Common Stock at year-end ($28.00 per
share), minus the exercise price.
Shareholder Return Performance
Set forth below is a line graph comparing the yearly percentage change in
the cumulative total shareholder returns on the Company's Common Stock against
the cumulative total return of the NASDAQ Stock Market (U.S. Companies) Index
and the index for NASDAQ Bank Stocks compiled by the University of Chicago
Center for Research in Security Prices ("CRSP") for the period of five fiscal
years commencing January 1, 1989 and ended December 31, 1993. The line graph
assumes that the value of the investment in the Company's Common Stock and
each index was $100 on January 1, 1989 and that any dividends were reinvested.
The Company views the four-year period commencing January 1, 1990, which
generally coincides with the election of Charles E. Nelson as President and
Chief Executive Officer of the Company and the formation of the Company's
present management team, rather than the full five-year period reflected in
the line graph, as the appropriate time frame to measure the Company's
shareholder return performance in relation to shareholder return performance
generally.
<TABLE>
COMPARISON OF FIVE YEAR CUMULATIVE RETURN
AMONG LIBERTY BANCORP INC, CRSP INDEX for NASDAQ STOCK MARKET
(US Companies)
AND CRSP INDEX for NASDAQ BANK STOCKS
<S> <C> <C> <C>
Nasdaq
Measurement Period LIBERTY BANCORP US Nasdaq
Fiscal Year Cove INC Companies Bank Stocks
Measurement Pt-12/30/88 $100 $100 $100
FYE 12/29/89 $108.1 $121.2 $111.2
FYE 12/31/90 $ 81.1 $103.0 $ 81.4
FYE 12/31/91 $145.9 $165.2 $133.6
FYE 12/31/92 $327.0 $192.1 $194.2
FYE 12/31/93 $305.6 $219.2 $221.3
</TABLE>
Compensation Committee Interlocks and Insider Participation
During 1993, the Human Resources and Compensation Committee of the Board
of Directors was composed of V. Lee Powell (Chairman), Martin E. Fate, Jr.,
Charles W. Flint, III, James L. Hall, Jr., Gene C. Meyer and William G. Paul.
The members of the Human Resources and Compensation Committee are not and have
never been officers or employees of the Company or its subsidiaries. During
1993, Mr. William M. Bell, an executive officer of the Company, served as a
member of the Compensation Committee of ONEOK, Inc. of which Mr. W. N. Pirtle,
a director of the Company, is an executive officer.
James L. Hall, Jr., a director of the Company and a member of the Human
Resources and Compensation Committee, is a member of the law firm of Crowe &
Dunlevy, A Professional Corporation, which provides legal services to the
Company and its subsidiaries.
Human Resources and Compensation Committee Report on Executive Compensation
Overview and Philosophy
The Human Resources and Compensation Committee of the Board of Directors
(the "Committee") is primarily responsible for the development and
implementation of the Company's executive compensation programs consistent
with the compensation philosophy approved by the Board of Directors in 1992 as
a part of a comprehensive review of the Company's executive compensation
program. The Committee makes recommendations to the Board of Directors of the
Company with respect to the various executive compensation plans which have
been adopted by the Company as well as the specific compensation levels of
executive officers. The Committee periodically reviews the Company's
strategic plan to assure that the executive officer compensation programs
support the objectives of the plan. The Board of Directors oversees the
Committee by ratification and approval of Committee actions or
recommendations.
Base Salaries
Base salary levels for the Company's executive officers are set relative
to comparably sized and situated companies in the banking industry. It is the
objective of the Company to maintain base salaries that are market-centered or
on the average competitive with amounts paid to senior executives with
comparable qualifications, experience and responsibilities at other companies
engaged in the same or similar business as the Company. After reviewing
national and regional compensation data prepared by independent consultants,
the Committee recommended executive officer salary increases in 1993 averaging
7.4% for all executive officers as a group and ranging from 4% to 10%
individually. The increases were primarily merit based but also include
competitive market considerations, generally designed to compensate executive
officers at levels approximating the mid-point of the salary range for their
respective positions.
Annual Incentive Compensation
Annual incentive compensation was accrued in 1993 under the Company's
Management Incentive Bonus Plan (the "Bonus Plan") adopted in 1992. The
purpose of the Bonus Plan is to attract, retain and motivate key executives by
providing a direct financial incentive in the form of an annual cash bonus and
restricted stock compensation in such proportion as the committee determines
upon the achievement of predetermined performance goals. The Bonus Plan
provides for incentive compensation up to a maximum percentage of an
executive's Salary (as defined in the Bonus Plan). In 1993, the Committee
recommended and the Board approved Company performance objectives based on
asset quality and return on assets and reviewed the individual performance
objectives of each executive officer permitting bonuses of up to 35% of
Salary. At the end of the year, the Committee reviewed the performance grades
of individual officers and authorized payment of bonuses under the Bonus Plan
based on the results of such review. Bonuses under the Bonus Plan for the
named executives approximated 32% of Salary for 1993. Bonuses under the Bonus
Plan were paid in cash up to 25% of Salary and any amount in excess of 25% was
paid in restricted stock with a one year vesting period.
Equity Incentives
The Company's 1990 Stock Option Plan (the "1990 Plan") and the restricted
stock payout provision of the Bonus Plan compose the basis of the Company's
long-term incentive plans for executive officers. The specific objective of
these programs is to align executive and shareholder long-term interests by
creating a strong link between executive pay and shareholder return. It is
the intention of the Company that executives develop and maintain a
significant, long-term stock ownership position in the Company's Common Stock.
No options were granted in 1993 because all of the shares authorized under the
1990 Plan had been granted in prior years.
The Company provides welfare benefits and retirement benefits to the
executive officers that are generally available to Company employees. The
Company contributions to the Profit Sharing, Salary Deferral and Employee
Stock Ownership Plan ("Retirement Plan") are invested exclusively in Common
Stock. Thus, the Retirement Plan design aligns employees' and shareholders'
long-term financial interests. Company Common Stock represented 39.5% of
total Retirement Plan assets allocated to employees based on market value at
December 31, 1993. The market value of the shares of the Company Common Stock
in the Retirement Plan and allocated to employee accounts was $12,005,340 at
December 31, 1993 compared to $793,149 at December 31, 1987.
Chief Executive Officer Compensation
Mr. Charles E. Nelson has served as Chief Executive Officer of the
Company since his election in December, 1989. The Committee views the
Company's performance since Mr. Nelson's election as Chief Executive Officer
as the appropriate time frame to measure the Company's performance in relation
to executive compensation generally, and Mr. Nelson's compensation in
particular, rather than the five-year period commencing in 1989. His base
salary paid in fiscal year 1993 was $352,000, an increase of $26,303, or 8%,
over the previous year. The 1993 amount reflects a 10% base salary increase
in May, 1993 recommended by the Committee after review of chief executive
compensation in similarly situated banking companies, the Company's
performance in 1992 and the first quarter in 1993 and the performance of Mr.
Nelson's management team. Mr. Nelson's bonus for 1993 under the Bonus Plan
was $109,788, consisting of $84,975 in cash and the remaining portion in
restricted stock, and represented approximately 24% of total salary and bonus.
Mr. Nelson's bonus was based primarily on the achievement of the Company
performance objectives and, to a lesser extent, on his individual performance,
which was reviewed and graded by the Committee. Mr. Nelson's total salary and
bonus in 1993 increased 14% over his 1992 salary and bonus, compared to a 102%
increase in the Company's net income in 1993 over 1992.
Mr. V. Lee Powell, Chairman
Mr. Martin E. Fate, Jr.
Mr. Charles W. Flint, III
Mr. James L. Hall, Jr.
Mr. Gene C. Meyer
Mr. William G. Paul
Members of the Human Resources and Compensation Committee
Termination of Employment and Change in Control Arrangements
In January, 1993, the Board of Directors approved a Severance
Compensation Plan for the benefit of the executive officers of the Company,
including all of the named executives, which provides a severance payment to
the participating executives if their employment with the Company or a
successor is terminated within two years following a change in control, if
such change in control occurs prior to January 20, 1996. Change in control
for purposes of this plan is defined in the same manner as other Company plans
having change in control provisions as (i) the date any entity or person
becomes the beneficial owner or obtains voting control of 25% or more of the
outstanding Common Stock of the Company; (ii) the date the shareholders
approve a definitive agreement to merge or consolidate the Company with or
into another corporation or sell substantially all of the assets of the
Company; or (iii) a change in the composition of a majority of the Board of
Directors within a twelve-month period. The termination of employment must be
involuntary for reasons other than death, disability or cause (as defined in
the plan) or voluntary with Good Reason (as defined in the plan, which
includes reductions in compensation, relocation or demotions). The amount of
severance payment payable under this plan is equal to two times a
participant's average salary for the two years immediately preceding the
termination reduced by the amount of any payments under the Company's
Supplemental Executive Retirement Plan and is in no event greater than the
amount that would be deductible to the Company under applicable Internal
Revenue Code "golden parachute" payment limitations after taking into
consideration all payments to a participant covered by such limitations (such
as the payments deemed to have been received due to any acceleration of
vesting of stock options, restricted stock grants or other benefits).
A change in control (as defined above) would also result in the
realization of other benefits by the named executive officers, including
accelerated vesting of options outstanding under the Company's 1990 Stock
Option Plan, removal of restrictions on shares of Common Stock awarded under
the Company's Management Incentive Bonus Plan and accelerated vesting of
benefits under the Company's Supplemental Executive Retirement Plan.
CERTAIN TRANSACTIONS
Certain principal shareholders, directors of the Company and their
associates were customers of and had loan transactions during 1993 with
Liberty Oklahoma City and Liberty Tulsa. No such loans made during 1993 and
none of them currently outstanding are classified as nonaccrual, past due,
restructured or potential problem loans, and all such loans (i) were made in
the ordinary course of business, (ii) were made on substantially the same
terms, including interest rates and collateral, as those prevailing at the
time for comparable transactions with other persons and (iii) did not involve
more than normal risk of collectibility or present other unfavorable features
at the time the loans were made. William M. Bell, an executive officer of the
Company, has an outstanding mortgage loan from the Company made pursuant to
the Company's Executive Mortgage Assistance Plan, which plan has been
discontinued by the Company. Mr. Bell is the only executive officer of the
Company with a loan outstanding under this plan. The largest amount borrowed
by Mr. Bell during the year ended December 31, 1993 was $139,074.33 and the
amount outstanding at December 31, 1993 was $134,589.58, with an interest rate
of 7%.
In February, 1993, the Company acquired First National Holding Company
("FNHC"), a one-bank holding company which owned First National Bank, Jenks,
Oklahoma ("FNB Jenks"). FNHC was merged into the Company and FNB Jenks was
merged into Liberty Tulsa, with the former office of FNB Jenks becoming a
branch of Liberty Tulsa. The consideration paid by the Company to the
shareholders of FNHC consisted of a total of 104,116 shares of the Company's
Common Stock valued pursuant to the provisions of the Agreement and Plan of
Reorganization entered into in connection with the acquisition at $31.26 per
share, based on the average of the highest and lowest sales prices for shares
of the Company's Common Stock as reported in the NASDAQ National Market System
for the fifteen trading days immediately prior to the consummation of the
acquisition.
Members of the family and certain trusts for the benefit of members of
the family of Charles W. Flint, Jr., a director of the Company, were
shareholders of FNHC. Susan Flint Seay (daughter), Charles W. Flint, III
(son) and advisory director ofthe Company and Cynthia Coman Flint (daughter-
in-law) as well as trusts for the benefit of grandchildren of Mr. Flint, of
which Joan F. Flint (spouse) is trustee, received as their pro rata portion of
the acquisition price a total of 58,744 shares of the Company's Common Stock.
Also a shareholder in FNHC, Flint Construction Company of South America, Inc.
("Flint S.A.") received as its pro rata portion of the acquisition price
27,389 shares of the Company's Common Stock. Flint S.A. is a wholly-owned
subsidiary of Flint Resources Company. Flint Resources Company is wholly-
owned by the children of Mr. Flint and trusts for the benefit of the children
and grandchildren of Mr. Flint. Mr. Flint is a director of Flint Resources
Company. The terms of the acquisition were negotiated at arm's length by
management and approved by the Boards of Directors of FNHC and the Company.
The Board of Directors of the Company was fully informed of the interests of
Mr. Flint's family prior to the approval of the acquisition by the
disinterested members of the Board of Directors.
In December, 1993, the Company acquired Tulbancorp, Inc. ("Tulbancorp"),
a one-bank holding company which owned Bank of Tulsa, Tulsa, Oklahoma ("Bank
of Tulsa"). Tulbancorp was merged into the Company and Bank of Tulsa was
merged into Liberty Tulsa, with former offices of Bank of Tulsa becoming
branches of Liberty Tulsa. The consideration paid by the Company to the
shareholders of Tulbancorp consisted of a total of 348,095 shares of the
Company's common stock which had a value, based on the closing sales price of
the Company's common stock as reported in the NASDAQ National Market System on
December 31, 1993, of $9,746,660. Jon R. Stuart, a director of the Company,
was a shareholder of Tulbancorp and received as his prorata portion of the
acquisition price a total of 59,641 shares of the Company's Common Stock. The
terms of the acquisition were negotiated at arm's length by management and
approved by the Boards of Directors of Tulbancorp and the Company. The Board
of Directors of the Company was fully informed of the interests of Mr. Stuart
prior to the approval of the acquisition by the disinterested members of the
Board of Directors.
VOTING
Directors will be elected by a plurality of the votes of the shares
present in person or represented by proxy at the Annual Meeting. Any other
matters properly brought before the Annual Meeting will be decided by a
majority of the votes cast on the matter, unless otherwise required by law.
Because directors are elected by a plurality rather than a majority of
the shares present in person or represented by proxy at the Annual Meeting,
proxies marked "withhold authority" with respect to any one or more nominees
will not affect the outcome of the nominee's election unless the nominee
receives no affirmative votes or unless other candidates are nominated for
election as directors.
Shares represented by limited proxies will be treated as represented at
the meeting only as to such matter or matters for which authority is granted
in the limited proxy. Shares represented by proxies returned by brokers where
brokers' discretionary authority is limited by stock exchange rules will be
treated as represented at the Annual Meeting only as to such matter or matters
voted on in the proxies.
INDEPENDENT PUBLIC ACCOUNTANTS
Arthur Andersen & Co., independent public accountants, has been
reappointed by the Board of Directors of the Company as independent auditors
for the Company to examine and report on its financial statements for 1994.
They have been auditors of the accounts of the Company (and previously of
Liberty National Corporation) since 1971. They were auditors of the accounts
of First Tulsa Bancorporation, Inc. from 1978 until its consolidation into the
Company in 1984. Representatives of Arthur Andersen & Co. are expected to be
present at the Annual Meeting, with the opportunity to make a statement if
they desire to do so, and will be available to respond to appropriate
questions.
Ernst & Young, independent public accountants, have been reappointed by
the Board of Directors of the Company as independent auditors for certain
subsidiaries of the Company to examine and report on the financial statements
of these subsidiaries for 1994. They have been auditors of the accounts of
these subsidiaries since 1971.
PROPOSALS OF SHAREHOLDERS
The Board of Directors will consider proposals of shareholders intended
to be presented for action at the Annual Meeting of Shareholders. According
to the rules of the Securities and Exchange Commission, such proposals shall
be included in the Company's Proxy Statement if they are received in a timely
manner and if certain other requirements are met. For a shareholder proposal
to be included in the Company's Proxy Statement relating to the 1995 Annual
Shareholders' Meeting, a written proposal complying with the requirements
established by the Securities and Exchange Commission must be received at the
Company's principal executive offices, located at 100 North Broadway, Oklahoma
City, Oklahoma 73102, no later than November 28, 1994.
OTHER MATTERS
Management does not know of any matters to be presented for action at the
meeting other than those listed in the Notice of Meeting and referred to
herein. If any other matters properly come before the meeting, it is intended
that the Proxy solicited hereby will be voted in accordance with the
recommendations of the Board of Directors.
COPIES OF THE ANNUAL DISCLOSURE STATEMENTS FOR LIBERTY OKLAHOMA CITY AND
LIBERTY TULSA MAY BE OBTAINED WITHOUT CHARGE TO THE SHAREHOLDERS BY WRITING TO
THE CONTROLLER, LIBERTY BANCORP, INC., P.O. BOX 25848, OKLAHOMA CITY,
OKLAHOMA, 73125.
COMMON STOCK
PROXY
Liberty Bancorp, Inc.
100 Broadway, Oklahoma City, OK 73102
This Proxy is Solicited on Behalf of the Board of Directors
The undersigned hereby appoints Mischa Gorkuscha and Myra D. Trahern as
Proxies, each with the power to appoint his or her substitute, and hereby
authorizes them to represent and to vote, as designated below, all the shares
of Common Stock held of record by the undersigned on March 1, 1994 at the
Annual Meeting of Stockholders to be held on April 20, 1994 or any
reconvention thereof.
1. FOR all nominees listed below __ WITHHOLD AUTHORITY __
(except as marked to the to vote for the nominees listed
contrary below) below
(INSTRUCTION: to withhold authority to vote for any individual nominee,
strike through the nominee's name in the list below)
Robert S. Ellis, M.D., Edward C. Lawson, Jr., Charles E. Nelson and William
G. Paul.
2. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting.
IF ANY OTHER BUSINESS IS PRESENTED AT THE ANNUAL MEETING, THIS PROXY
SHALL VOTE IN ACCORDANCE WITH THE RECOMMENDATIONS OF THE BOARD. THIS PROXY
WILL BE VOTED AS DIRECTED, BUT IF NO DIRECTIONS ARE INDICATED, IT WILL BE
VOTED FOR THE NOMINEES LISTED IN ITEM 1.
DATED:______________________________, 1994
_______________________________________________
(Signature of Stockholder)
_______________________________________________
(Signature of additional Stockholder, if any)
Sign exactly as stock is held. When signing as
attorney, executor, administrator, trustee or
guardian, please give full title. If more than
one trustee, all should sign. All joint owners
must sign.
