IOWA FIRST BANCSHARES CORP.
300 East Second Street
Muscatine, Iowa 52761
PHONE (319) 263-4221
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
The annual meeting of shareholders of Iowa First Bancshares Corp., an Iowa
corporation, will be held at the corporate offices of the Company and its
subsidiary, First National Bank of Muscatine, Muscatine, Iowa, on Thursday,
April 16, 1998, beginning at 2:00 p.m. in order to:
1. Elect three Directors for terms of three years each.
2. Transact any other business which may be properly brought before the
meeting or any adjournment of the meeting.
Common stockholders of record as of the close of business on March 13, 1998 are
entitled to vote at the meeting.
Even if you plan to attend the meeting, we encourage you to sign and return the
enclosed proxy. If you are unable to attend the meeting because of illness or
any other reason, your vote will still be cast. If you do attend the meeting,
your proxy will automatically be suspended if you elect to vote in person.
We encourage your attendance at this meeting. The Officers and Directors want to
keep you, one of the owners of the Company, informed of its activities and
progress.
March 20, 1998 /s/ George A. Shepley
------------------------
George A. Shepley
Chairman of the Board
Chief Executive Officer
EVEN IF YOU PLAN TO ATTEND THE MEETING, PLEASE SIGN, DATE, AND RETURN THE
ENCLOSED PROXY IN THE ENCLOSED, POSTAGE-PAID ENVELOPE. IT IS IMPORTANT THAT
PROXIES BE RETURNED PROMPTLY.
PROXY STATEMENT
General Information Concerning the Solicitation of Proxies
This proxy statement is furnished on March 20, 1998, in connection with the
solicitation by the Board of Directors of the proxies in the accompanying form.
A shareholder who gives a proxy may revoke it at any time prior to its exercise
by filing with the Corporate Secretary a written revocation or a duly executed
proxy bearing a later date. The proxy will be suspended if the shareholder is
present at the meeting and elects to vote in person.
As of March 13, 1998, 1,827,129 shares of common stock were outstanding, each of
which is entitled to one vote at the meeting. Only shareholders of record as of
the close of business on March 13, 1998 will be entitled to notice of and to
vote at the meeting.
The affirmative vote of the holders of a majority of the outstanding shares
entitled to vote is required for adoption of motions and resolutions, except
that changes in voting rights, removal of Directors, amendments to the Articles
of Incorporation, and approval of mergers, consolidations, or partial
liquidations require the affirmative vote of the holders of two-thirds of the
outstanding shares entitled to vote.
Beneficial Owners of Common Stock
The following table sets forth information as of February 28, 1998, with respect
to any person who is known to the Company to be the beneficial owner of more
than 5 percent of the Company's common stock.
Name and Address Amount and Nature of Percent
of Beneficial Owner Beneficial Ownership of Class
- ------------------- -------------------- ---------
Carl J. Spaeth 177,315 (1) 9.71%
1630 Fifth Avenue
Moline, Illinois
George A. Shepley 113,021 (2) 6.19%
34 Colony Drive
Muscatine, Iowa
<PAGE>
(1) Includes 4,815 shares as beneficially and indirectly owned by Mr. Spaeth
regarding shares owned by Mr. Spaeth's spouse. Also includes 50,535 shares
owned by Spaeth and Co. and 34,200 shares owned by 10 Yen, Inc. Mr. Spaeth
is President of Spaeth and Co. and, as such, shares voting and dispositive
powers as to shares held by that entity. Mr. Spaeth is a director of 10
Yen, Inc. and, as such, shares voting and dispositive powers as to shares
held by that entity, of which he disclaims "beneficial ownership."
(2) Includes 94,121 shares as beneficially owned by Mr. Shepley because the
Company's management believes he has the power to exercise investment
decisions with respect to such shares.
The beneficial ownership of current, continuing and nominated Directors is set
out in the table on the following page. All current Directors and Executive
Officers as a group own beneficially 460,921 shares, which constitutes 25.2
percent of the class.
Election of Directors
At the annual meeting, shareholders will be asked to elect three Directors to
hold office for terms of three years each.
The Board of Directors and management recommend the election of the three
nominees listed herein. The named proxies intend to vote for the election of the
nominees. If, at the time of the meeting, any of such nominees is unable or
declines to serve, the discretionary authority provided in the proxy will be
exercised to vote for a substitute or substitutes, unless otherwise directed.
The Board of Directors has no reason to believe that any substitute nominee or
nominees will be required.
Information Concerning Nominees for Election as Directors
The Board of Directors presently consists of eleven Directors divided into three
classes, with four Directors in two classes and three Directors in one class.
Directors of one class are elected each year to hold office for a three-year
term, until their successors are duly elected and qualified, or until their
earlier resignation or removal. The terms of office of the current Class III
Directors will expire on the election of the Directors at the 1998 annual
meeting of shareholders.
The shareholders will be asked to elect each of the three Class III nominees
listed herein for terms of three years or until a successor is elected and
qualified or until his or her earlier resignation or removal. If all nominees
are elected they will fill all but one of the current twelve Directorships with
the intent that the vacancy be filled by the Board of Directors as provided in
the By-laws when the Board deems such action advisable. The Board of Directors
has not selected a nominee for the vacancy, and will not present a candidate for
the vacancy at the annual meeting.
Certain information is set out below and on the following page with respect to
the three persons nominated by the Board of Directors to serve as Directors and
with respect to the Directors continuing in office for terms expiring in 1999
and 2000. All nominees are currently Directors of the Company.
<PAGE>
IOWA FIRST BANCSHARES CORP.
DIRECTORS
<TABLE>
As of February 28, 1998
Common Stock
--------------------------
Amount and
Position(s) Nominated Nature of Percent
Held with Director For Term Beneficial of
Nominees the Company Age Since Expiring Ownership Class
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Roy J. Carver, Jr. Director 54 1989 2001 25,404 1.39%
Dean H. Holst Director. President and CEO, First National
Bank in Fairfield 58 1985 2001 22,342 1.22%
Dr. Victor G. McAvoy Director. 54 1994 2001 4,650 *
Continuing Term
Directors Expires
- --------------- -------
Kim K. Bartling Director. Executive Vice President, Chief
Operating Officer, and Treasurer 40 1994 2000 36,335 1.99%
Larry L. Emmert Director 56 1993 2000 15,250 *
Craig R. Foss Director 48 1994 1999 3,360 *
Donald R. Heckman Director 59 1984 1999 21,060 1.15%
D. Scott Ingstad Director and President. President and CEO,
First National Bank of Muscatine 47 1990 1999 21,160 1.16%
George A. Shepley Chairman of the Board and CEO 75 1983 2000 113,021 6.19%
Carl J. Spaeth Director 80 1984 2000 177,315 9.71%(1)
Beverly J. White Director 58 1988 1999 21,024 1.15%
<FN>
(1) Includes 4,815 shares as beneficially and indirectly owned by Mr. Spaeth
regarding shares owned by Mr. Spaeth's spouse. Also includes 50,535 shares
owned by Spaeth and Co. and 34,200 shares owned by 10 Yen, Inc. Mr. Spaeth
is President of Spaeth and Co. and, as such, shares voting and dispositive
powers as to shares held by that entity. Mr. Spaeth is a Director of 10
Yen, Inc. and, as such, shares voting and dispositive powers as to shares
held by that entity, of which he disclaims "beneficial ownership".
* Less than 1 percent of the outstanding stock of the Company.
</FN>
</TABLE>
Shares listed as beneficially owned include, for Directors who are also officers
of the Company, shares held in the Company's retirement plan for the benefit of
such individuals.
The business experience of each nominated and continuing Director is set forth
in the following section. All Directors have held their present position for at
least five years unless otherwise indicated.
Kim K. Bartling. Mr. Bartling has been Executive Vice President, Chief Operating
Officer and Treasurer since December 1996. He has served as Executive Vice
President and Chief Financial Officer of First National Bank of Muscatine since
February 1997. Mr. Bartling served as Senior Vice President, Chief Financial
Officer and Treasurer of the Company and First National Bank of Muscatine
beginning in 1988. Prior to serving in these positions he served as Vice
President/Finance of the Company and First National Bank of Muscatine since
1987. Mr. Bartling is also a Director of the Company.
Larry L. Emmert. Mr. Emmert has been President of Hoffmann, Inc., a general
building contractor located in Muscatine, Iowa, since 1981.
<PAGE>
George A. Shepley. Mr. Shepley has been Chairman of the Board and CEO of the
Company since 1983. Mr. Shepley served as President of the Company from 1989
until December 1996. He has served as Chairman of the Board, 1987 to present,
President, 1963 to 1989, First National Bank of Muscatine and Chairman of the
Board, 1986 to present, First National Bank in Fairfield.
Carl J. Spaeth. Mr. Spaeth has been President of Cabe Corporation and Spaeth and
Co., investment companies located in Moline, Illinois, since the 1960's. Mr.
Spaeth is also Director of 10 Yen, Inc., an investment company located in
Moline, Illinois.
Roy J. Carver, Jr. Mr. Carver has been Chairman of Carver Pump Company, a
manufacturer of industrial pumps used in military and civilian applications,
since 1981. Mr. Carver is also a Director of Bandag, Incorporated, which has
classes of securities registered with the Securities and Exchange Commission.
Craig R. Foss. Mr. Foss has been President and a shareholder of the law firm of
Foss, Kuiken, and Gookin, P.C., Fairfield, Iowa, since 1979.
Donald R. Heckman. Mr. Heckman is an investor. Prior to retirement, Mr. Heckman
had been Factory Manager of the H. J. Heinz Co. plant located in Muscatine,
Iowa, 1973 to February 1995. This plant produced and warehoused various consumer
products including ketchup, gravy and various sauces.
Dean H. Holst. Mr. Holst has served as President and CEO of First National Bank
in Fairfield since 1985, prior to which he served as Vice President from 1973 to
1985. Mr. Holst is also a Director of the Company.
D. Scott Ingstad. Mr. Ingstad has served as President and CEO of First National
Bank of Muscatine since 1990. Prior to joining the Company, Mr. Ingstad was
Senior Vice President/ Senior Loan Officer, First National Bank and Trust
Company, Columbia, Missouri, 1989 to 1990 and President and CEO, Commerce Bank
of Harrisonville, NA, Harrisonville, Missouri, 1986 to 1989. Mr. Ingstad is also
a Director and, as of December 1996, President of the Company.
Victor G. McAvoy. Dr. McAvoy has served as President of Muscatine Community
College and Vice-Chancellor of the Eastern Iowa Community College District since
1986.
Beverly J. White. Mrs. White has served as a Director of Quality Foundry Co.
since 1993 as well as Vice President beginning in 1996. Quality Foundry Co. is a
grey iron foundry specializing in semi-steel castings. Mrs. White also served as
Executive Vice President of Muscatine Development Corporation and Muscatine
Chamber of Commerce from 1990 to 1991 and as a Director of Muscatine Development
Corporation from 1989 to 1990.
Officers and Directors of the Company and its subsidiaries have had, and may
have in the future, banking transactions in the ordinary course of business of
the Company's subsidiaries. All such transactions are on substantially the same
terms, including interest rates on loans and collateral, as those prevailing at
the time for comparable transactions with others, involve no more than the
normal risk of collectibility, and present no other unfavorable features.
Meetings and Committees of the Board of Directors
The Board of Directors held twelve regular meetings and no special meetings
during the last fiscal year. All incumbent Directors attended at least 75% of
the regular Board of Directors meetings held after each Director was duly
elected and qualified. The annual retainer that each outside Director received
in 1997 was $5,300 plus $100 for each committee meeting attended. Executive
officers who also serve on the Board of Directors do not receive such retainer
or committee fees.
The Company has committees of the Board of Directors, which meet on an "as
needed" basis. During 1997, the Strategic Planning Committee met one time. Its
members are Mr. Emmert (Chairman), Mr. Spaeth, Mr. Heckman, Mr. McAvoy, Mr.
Shepley and Mrs. White. The Human Resource Committee met twice; its members are
Mrs. White (Chairperson), Mr. Emmert, Mr. Spaeth and Mr. Shepley. The Retirement
Plan Committee met one time during 1997; its members are Mr. Spaeth (Chairman),
Mr. Emmert, Mrs. White and Mr. Bartling.
Compensation Committee Report
The Human Resource Committee serves as the Company's compensation committee. The
Committee policy is to seek to provide fair and competitive compensation,
encourage the retention of highly qualified individuals and enhance shareholder
value by encouraging increased profitability of the Company. This policy is
intended to align the financial interest of the Company's and subsidiary banks'
officers (including executive officers) with those of the shareholders, as well
as to create an atmosphere that recognizes the contribution and performance of
each officer. In addition to merit-based promotions, the essential components of
the compensation policy for the Company's executive officers are base
compensation, bonuses and stock option awards.
<PAGE>
The Committee considers many factors when determining compensation levels for
executive officers. These factors include the extent to which each executive
officer contributes to enhancement of shareholder value and comparisons of the
Company's compensation of executive officers to the compensation paid to
executive officers by other companies in the banking industry, including peer
groups. The Committee also considers the extent to which each executive officer
contributes to attainment of earnings targets for the Company and each
subsidiary. Other factors include the executive officer's contribution to return
on average assets and return on average equity, contribution to the profitable
growth of the Company, and contribution to improvements in quality of assets
and, thus, quality of earnings.
In determining the base compensation of the executive officers for 1997, the
Committee considered all of the aforementioned factors, including the Company's
strong earnings performance and an average salary increase at the subsidiary
banks of approximately 3%-4%.
In determining the compensation level for the Chief Executive Officer, the
Committee specifically reviews trends in the Company's return on average assets
and equity. It looks at the overall return to shareholders, including dividends
paid and changes in the fair market value of the Company's stock. The Committee
also assesses the CEO's effectiveness in leadership and communication skills, as
demonstrated by the level at which the subsidiary banks attain their targets for
earnings and asset quality, and the effectiveness of the strategic and operating
planning process, which the CEO leads. During 1996, the Company's net earnings
increased approximately 13.6%, earnings per share increased 14.7%, and total
shareholder return was 24%. Return on average assets and equity was 1.26% and
14.5%, respectively. Additionally, nonaccrual loans and loans past due 90 days
or more increased a manageable $190,000 (19%).
This report submitted by the Human Resource Committee:
Beverly J. White, Chairperson
Larry L. Emmert
Carl J. Spaeth
Management Compensation
The following table sets forth the remuneration paid or accrued for the past
three years by the Company and its subsidiaries to the highest paid executive
officers whose 1997 cash compensation exceeded $100,000.
SUMMARY COMPENSATION TABLE
<TABLE>
Long Term Compensation
-----------------------------------------------
Annual Compensation Awards Payouts
------------------------------- --------------------------------- ------------
Restricted Stock All Other
Salary Bonus Other Annual Awards Options or SARs LTIP Payouts Compensation
Year $ % Compensation % # $(1)
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
George A. Shepley 1997 200,014 27,752 - - - - - - - - 17,854
Chairman and CEO 1996 195,709 27,889 - - - - - - - - 13,197
1995 190,009 28,026 - - - - - - - - 12,677
D. Scott Ingstad 1997 146,895 19,464 - - - - - - - - 14,221
Director and President 1996 139,900 17,837 - - - - - - - - 13,197
of the Company; 1995 134,380 17,469 - - - - - - - - 12,432
President and CEO, First
National Bank of Muscatine
Dean H. Holst 1997 114,529 8,890 - - - - - - - - 11,340
Director of the Company; 1996 110,119 15,141 - - - - - - - - 10,761
President and CEO, First 1995 106,912 13,765 - - - - - - - - 10,256
National Bank in Fairfield
Kim K. Bartling 1997 100,000 14,250 - - - - - - - - 9,875
Director , Executive Vice 1996 94,100 12,939 - - - - - - - - 9,260
President, Chief Operating 1995 90,045 12,494 - - - - - - - - 8,594
Officer
and Treasurer of the Company;
EVP and CFO, First National
Bank of Muscatine
<FN>
(1) Includes contributions to the employee stock ownership plan with 401(k)
provisions.
</FN>
</TABLE>
<PAGE>
Employee Stock Ownership Plan with 401(k) Provisions
The Company sponsors an employee stock ownership plan with 401(k) provisions. An
employee becomes a participant upon completing a minimum period of employment.
Employee contributions up to 6% of total compensation per employee are matched
by the employer at a rate of 50% of the employee contributed amount.
Additionally, the employer may make discretionary profit-sharing contributions
to the plan; total annual contributions cannot exceed the amount that can be
deducted for federal income tax purposes. Participants may direct investment of
the funds they have contributed to their individual accounts under the plan
utilizing several fixed income and equity investment options. A portion of the
discretionary profit-sharing contributions made by the Company or its
subsidiaries for the participants may be directed for investment in common
shares of the Company. Participant (but not Company) contributions are included
in salary in the Summary Compensation Table. The Company and its subsidiaries
contributed a cash total of $279,237 to this plan for 1997.
Performance Incentive Plans
In addition to base compensation, each executive officer of the Company and the
subsidiaries has specific annual weighted goals which, if attained, will result
in year-end cash performance incentive pay equal to 10% of base pay. The maximum
annual payment under this incentive plan is 15% of base pay for substantially
exceeding the goals established. For the year ended December 31, 1997, amounts
paid or accrued under this incentive plan totaled $98,762 which included $70,356
for executive officers of the Company as a group. Also, the Company and
subsidiaries have discretionary performance incentive plans covering a majority
of employees. These plans encourage improved efficiency and effectiveness of
employees by increasing remuneration as a direct result of individual and
organizational goal attainment. Payments made or accrued under all performance
incentive plans, including the executive officer plan discussed above, totaled
$153,430 for 1997.
Executive Employment Agreements
In order to advance the interests of the Company by enabling the Company to
attract and retain the services of key executives upon which the successful
operations of the Company are largely dependent, the Board of Directors
tendered, effective January 1, 1996, Employment and Change in Control Agreements
to D. Scott Ingstad, Dean H. Holst and Kim K. Bartling. An Employment Agreement
was also tendered by the Board of Directors, effective September 1, 1996, to Tim
M. Nelson, Executive Vice President and Senior Loan Officer of one of the
Company's banking subsidiaries, First National Bank of Muscatine.
The Employment Agreements are for a base term of two years and automatically
renew unless 90 days notice of non-renewal is provided to the other party. If an
executive's employment is terminated prior to the expiration of the Agreement or
by the providing of notice of non-renewal, or if the executive is constructively
discharged (for example, as a result of a reduction in responsibilities or
compensation, or other breach of the Agreement by the Company), the executive is
entitled to a severance benefit of : (1) twelve months base pay; (2) any
vacation pay accrued but not yet taken; (3) an amount equal to the annual
average past three years payment under the Performance Incentive Plan; (4)
reimbursement of a portion of medical premiums paid by the executive such that
the same "cost-sharing" basis provided at the date of termination is maintained.
Upon a change in control, as defined, the Change in Control Agreements become
effective. The executive will, under the Agreement, remain employed by the
Company for three years after the effective date or until executive's normal
retirement date (the Employment Term), whichever is earlier. An executive who is
terminated or constructively discharged after a change in control is entitled to
the following for the remainder of the Employment Term: (1) base pay; (2)
payments under the Performance Incentive Plan; (3) perquisites to which the
executive was entitled on the date of the change in control; and (4)
contributions for benefits expected to be made to the Company's retirement
plans.
Supplemental Compensation will also be provided to mitigate the effects of any
excise taxes applicable to executive employment payments. Each executive is
subject to a confidentiality agreement, and if the executive voluntarily
terminates employment prior to a change in control or if executive's employment
is terminated for cause, the executive will be subject to noncompetition and
nonsolicitation agreements.
<PAGE>
Incentive Stock Option and Nonstatutory Stock Option Plan
The Company has an Incentive Stock Option and Nonstatutory Stock Option Plan
(hereinafter "Plan") for senior officers and directors. The purpose of the Plan
is to promote the interests of the Company and its shareholders by strengthening
its ability to attract and retain key officers and directors by furnishing
additional incentives whereby such officers and directors may be encouraged to
acquire, or to increase their acquisition of, the Company's common stock, thus
maintaining their personal and proprietary interest in the Company's continued
success and progress. The Human Resource Committee of the Company administers
the Plan. The option price is 100 percent of the fair market value of the common
stock ($9.00 per share, adjusted for stock splits and stock dividends) of the
Company at the grant date, January 1, 1993. All options granted under the Plan
vest ratably over five years and must be exercised within five years of the
grant date, thus the final date to exercise options pursuant to the Plan was
December 31, 1997. The Company retains Right of First Refusal on all shares
issued pursuant to the Plan.
The following table provides information regarding all stock options exercised
by the named executives during 1997 and the number and value of options held by
such executive officers at December 31, 1997.
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND FY-END
OPTION/SAR VALUES
<TABLE>
Number of Value of
Securities Underlying Unexercised
Unexercised In-the-Money
Options/SARs at Options/SARs at
FR-End (#) FR-End ($)(2)
Shares Acquired Value --------------------------- ---------------------------
Name on Exercise (#) Realized ($)(1) Exercisable Unexercisable Exercisable Unexercisable
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
George A. Shepley 9,000 $171,000 0 0 $0 $0
D. Scott Ingstad 14,100 $250,100 0 0 $0 $0
Dean H. Holst 5,100 $100,725 0 0 $0 $0
Kim K. Bartling 12,000 $170,700 0 0 $0 $0
<FN>
(1) Value realized is calculated based on the difference between the option
exercise price and the higher of the most recent known market or appraisal
price of the Company's common stock on the date of exercise multiplied by
the number of shares to which the exercise relates.
(2) Represents the aggregate market value (market price of the common stock
less the exercise price) of the options granted based upon the bid price of
$28.75 per share of the common stock on December 31, 1997.
</FN>
</TABLE>
Comparative Performance By The Company
The graphical chart omitted herein compares the performance of the Company's
common stock with (i) the Media General Financial Services, Inc. (MGFS) Index
for NASDAQ Stock Market (U.S. Companies), and (ii) the MGFS Index for the stocks
of banks and bank holding companies located in the West North Central United
States which are listed on the New York Stock Exchange or NASDAQ (representing
approximately twenty-one companies). Most of these companies are considerably
larger than Iowa First Bancshares Corp. The chart assumes an investment of $100
on January 1, 1993, in each of the Company's common stock, the NASDAQ National
Market Index and the stocks in the bank peer group. Each year's performance is
for the twelve months ended December 31. The index level for all series was set
to 100.00 on January 1, 1993. The overall performance assumes dividend
reinvestment throughout the period. The Company's common stock is not listed on
any stock market exchange thus the price used for the Company's common stock in
the chart was the greater of the year-end bid price supplied by one of the
brokerage firms which acts as a market maker for the Company or the appraisal
price supplied by an independent appraiser. The data points used in the omitted
graph are as follows:
Comparison of 5-Year Cumulative Total Return Among
Iowa First Bancshares Corp.,
NASDAQ Market Index and Peer Group Index
1992 1993 1994 1995 1996 1997
------------------------------------------------------
Iowa First Bancshares 100 150.75 178.46 237.36 293.86 433.57
Peer Group Index 100 111.47 113.79 168.59 233.65 408.81
NASDAQ Market Index 100 119.95 125.94 163.35 202.99 248.30
Assumes $100 invested on January 1, 1993.
Assumes dividends reinvested.
<PAGE>
Independent Auditors
Representatives of McGladrey & Pullen, LLP, independent auditors for the
Company, will be present at the annual meeting, will have an opportunity to make
any statement they desire, and will be available to respond to appropriate
questions.
Deadline for Shareholder Proposals for 1999 Annual Meeting
Proposals by shareholders intended to be presented at the 1999 annual meeting
must be received at the Company's executive offices no later than November 20,
1998, to be included in the proxy statement and proxy form.
Deadline for Shareholder Nominations of Directors for 1999 Annual Meeting
Proposals by shareholders for vacant directorships intended to be presented at
the 1999 annual meeting must be received at the Company's executive offices no
later than November 20, 1998, to be included in the proxy statement and proxy
form.
General
The entire cost of soliciting proxies for the annual meeting is paid by the
Company. No solicitation other than by mail is contemplated.
The Board of Directors knows of no other matters which will be brought before
the meeting, but, if other matters properly come before the meeting, the persons
named in the proxy intend to vote the proxy according to their best judgment.
On written request to the undersigned at 300 East Second Street, Muscatine, Iowa
52761, the Company will provide, without charge to the shareholder, a copy of
its Annual Report on Form 10-K, including financial statements and schedules,
filed with the Securities and Exchange Commission for its most recent fiscal
year.
Information set forth in this proxy statement is as of March 13, 1998, unless
otherwise dated.
/s/ George A. Shepley
-------------------------
March 20, 1998 George A. Shepley
Chairman of the Board and
Chief Executive Officer
