<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant /X/
Filed by a party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for use of the Commission Only (as permitted
by Rule 14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to 240.14a-11(c) or
240.14a-12
First Place Financial Corporation
- -------------------------------------------------------------------------------
(Name of Registrant as Specified in its Charter)
- -------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than 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:
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(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:
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(5) Total fee paid:
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/ / 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.:
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(3) Filing Party:
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(4) Date Filed:
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<PAGE>
FIRST PLACE FINANCIAL CORPORATION
100 E. BROADWAY
FARMINGTON, NEW MEXICO 87401
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD WEDNESDAY, APRIL 23, 1997 AT 11:00 A.M.
TO OUR SHAREHOLDERS:
You are cordially invited to attend the Annual Meeting of the Shareholders
of First Place Financial Corporation (the "Company"), to be held at the San Juan
Country Club, 5775 Country Club Drive, Farmington, New Mexico, on Wednesday,
April 23, 1997 at 11:00 a.m., local time, for the following purposes:
1. TO ELECT FOUR DIRECTORS TO SERVE THREE-YEAR TERMS;
2. TO TRANSACT SUCH OTHER BUSINESS AS MAY BE PROPERLY BROUGHT BEFORE THE
ANNUAL MEETING OR AT ANY ADJOURNMENT OR POSTPONEMENT THEREOF.
The close of business on Wednesday, March 5, 1997 was fixed by the Board of
Directors as the Record Date for the determination of the Shareholders entitled
to notice of, and to vote at the 1997 Annual Meeting. In accordance with New
Mexico law, a list of the Company's Shareholders entitled to vote at the 1997
Annual Meeting will be available for examination at the offices of the Company,
3rd Floor, 100 E. Broadway, Farmington, New Mexico, for ten business days prior
to the Annual Meeting, between the hours of 9:00 a.m. and 5:00 p.m., and during
the Annual Meeting.
The Annual Meeting is expected to conclude before 12:00 noon. We hope
you will attend the Annual Meeting.
WHETHER OR NOT YOU EXPECT TO ATTEND, PLEASE IMMEDIATELY SIGN AND COMPLETE
THE ENCLOSED PROXY DESIGNATION AND INSTRUCTION CARD ("PROXY") AND RETURN IT IN
THE ENVELOPE PROVIDED SO THAT YOUR SHARES MAY BE REPRESENTED AT THE ANNUAL
MEETING. NO POSTAGE IS REQUIRED IF A PROXY IS MAILED IN THE UNITED STATES. IF
A MAJORITY OF OUTSTANDING SHARES ARE NOT PRESENT AT THE MEETING EITHER IN PERSON
OR BY PROXY, THE MEETING MUST BE ADJOURNED WITHOUT CONDUCTING BUSINESS, AND
ADDITIONAL EXPENSE WILL BE INCURRED TO RESOLICIT THE SHAREHOLDERS FOR A NEW
MEETING DATE.
Sent to you with this Notice and the accompanying Proxy Statement is the
Company's 1996 Annual Report to Shareholders, which contains the audited
financial statements of the Company and certain other information about the
Company and its operating results for 1996.
BY ORDER OF THE BOARD OF DIRECTORS
Dated April 1, 1997
JAMES C. BRADLEY
Secretary of the Company
<PAGE>
FIRST PLACE FINANCIAL CORPORATION
PROXY STATEMENT
APRIL 1, 1997
TABLE OF CONTENTS
PAGE
----
GENERAL INFORMATION FOR SHAREHOLDERS.................................... 1
Voting Securities.................................................... 1
Proxies.............................................................. 1
PRINCIPAL SHAREHOLDERS.................................................. 1
MANAGEMENT OF THE COMPANY............................................... 3
Board of Directors................................................... 4
Occupations.......................................................... 5
Board and Committee Meetings......................................... 5
Executive Officers................................................... 6
COMPENSATION OF MANAGEMENT.............................................. 6
Director Compensation................................................ 6
Summary of Compensation To Certain Executive Officers................ 7
Stock Options and Similar Awards to Executive Officers............... 8
Retirement Benefits.................................................. 8
Severance Agreements................................................. 10
Compensation Committee Report on Executive Compensation.............. 10
Compensation Committee Interlocks and Insider Participation.......... 12
CERTAIN TRANSACTIONS BY AND WITH MANAGEMENT AND OTHERS.................. 12
Credit Extensions.................................................... 12
Compliance with Section 16 Reporting Obligations..................... 12
COMPARATIVE PERFORMANCE OF THE COMPANY'S COMMON STOCK................... 13
PROPOSAL FOR SHAREHOLDER ACTION - Election of Directors................. 13
Voting Required...................................................... 13
OTHER BUSINESS.......................................................... 15
INDEPENDENT PUBLIC ACCOUNTANTS.......................................... 15
DEADLINE FOR SHAREHOLDER PROPOSALS...................................... 16
<PAGE>
GENERAL INFORMATION FOR SHAREHOLDERS
This Proxy Statement is furnished to its Shareholders by First Place
Financial Corporation, a New Mexico corporation (hereinafter called the
"Company"), in connection with the solicitation by the current Board of
Directors of proxies for use at the Annual Meeting of Shareholders to be held
at the San Juan Country Club, 5775 Country Club Drive, Farmington, New Mexcio
87402, on April 23, 1997 at 11:00 a.m., and at any and all adjournments
thereof.
A Proxy Designation and Instruction Form ("proxy") for your use in
connection with the Annual Meeting is enclosed. You are requested to date
and sign the enclosed proxy, and return it in the envelope provided.
VOTING SECURITIES
The Board of Directors has fixed the close of business on March 5, 1997
as the Record Date for determination of shareholders entitled to notice of
and to vote at the Annual Meeting (the "Record Date"). As of the Record
Date, there were 2,134,272 shares of the Company's common stock outstanding,
held of record by approximately 628 shareholders. The holders of record of
the shares of the Company's Common Stock on the Record Date entitled to be
voted at the Annual Meeting are entitled to cast one vote per share on each
matter submitted to a vote at the Annual Meeting.
PROXIES
Shares of Common Stock which are entitled to be voted at the Annual
Meeting and which are represented by properly executed proxies will be voted
in accordance with the instructions indicated on such proxies. If no
instructions are indicated, such shares will be voted by the designated
persons named on the proxies (the "Proxy Holders") FOR the election of each
of the Director nominees and, in the discretion of the Proxy Holders, as to
any other matters which may properly come before the Annual Meeting. A
Shareholder who has executed and returned a proxy may revoke it at any time
prior to its exercise at the Annual Meeting by executing and returning a
proxy bearing a later date, by filing with the Secretary of the Company, at
the address of the principal executive offices of the Company set forth
above, a written notice of revocation bearing a later date than the proxy
being revoked, or by voting the Common Stock covered thereby in person at the
Annual Meeting.
PRINCIPAL SHAREHOLDERS
The following Table 1 provides information with respect to (i) the
common stock ownership of any person known to the Company to be the
beneficial owner of five percent (5%) or more of any class of the Company's
voting securities as of the Record Date, (ii) all other directors and certain
named executive officers, and (iii) all directors and executive officers of
the Company as a group.
1
<PAGE>
TABLE 1
PRINCIPAL SHAREHOLDERS OF THE COMPANY
NUMBER OF PERCENTAGE OF
SHARES TOTAL
BENEFICIALLY COMMON STOCK
NAME AND ADDRESS OWNED(1) OUTSTANDING(2)
- ---------------- ------------ --------------
First National Bank of Farmington 305,987(3) 8.35
100 E. Broadway
Farmington, NM 87401
Miriam M. Taylor(4) 120,654(5) 5.54
4360 Cardon Drive
Farmington, NM 87401
Thomas C. Taylor 120,654(6) 5.54
5909 Rinconada Drive
Farmington, NM 87402
Tom Bolack 120,450(7) 5.53
3901 Bloomfield Highway
Farmington, NM 87401
Myron C. Taylor(8) 98,384(9) 4.52
4000 Vista Pinon Drive
Farmington, NM 87401
Richard I. Ledbetter 36,683(10) 1.68
Robert C. Culpepper 33,336(11) 1.53
Marlo L. Webb 24,462(12) 1.12
Roy L. Owen 20,451(13) *
James D. Rose 13,790(14) *
Ben Heikkinen 13,392(15) *
Dennis E. Peterson 13,089(16) *
J. Gregory Merrion 4,424(17) *
Jack M. Morgan 2,202(18) *
Directors and Officers as a Group 501,317 23.02
(1) Unless otherwise noted, the indicated owner has sole voting power and sole
investment power.
(2) Shares issuable under stock options exercisable within 60 days of the
Record Date are considered outstanding for the purpose of calculating the
percentage of total outstanding Common Stock owned by directors, executive
officers and by directors and executive officers as a group. Such shares
are not considered outstanding for the purpose of calculating the
percentage of total outstanding Common Stock owned by any other person or
group.
(3) Of the 305,987 shares which the Trust Department of First National Bank of
Farmington holds in various fiduciary capacities, it has voting power over
178,262 shares (8.35% of the total outstanding shares) and no power to
vote the remaining 127,725 shares.
(4) Miriam M. Taylor resigned as a director of the Company effective March 1,
1996.
(5) Includes 31,800 shares held in a trust of which Mrs. Taylor has voting and
investment authority; and 21,174 shares beneficially owned by Thomas C.
Taylor and to which Miriam M. Taylor disclaims beneficial ownership.
2
<PAGE>
(6) Includes 9,598 shares owned jointly by Mr. Taylor and his wife as to which
voting and investment powers are shared; 3,926 shares owned by Mr.
Taylor's children; 2,085 option shares exercisable within 60 days of the
Record Date but which were unexercised as of the Record Date; and 99,480
shares beneficially owned by Miriam M. Taylor and to which Thomas C. Taylor
disclaims beneficial ownership.
(7) Includes 3,600 option shares exercisable within 60 days of the Record Date
but which were unexercised as of the Record Date.
(8) Myron C. Taylor was placed on long-term disability leave effective
December 31, 1996.
(9) Includes 41,528 shares owned jointly by Mr. Taylor and his wife as to which
voting and investment powers are shared; 48,097 shares held in two trusts
of which Myron C. Taylor is trustee; 6,600 option shares exercisable within
60 days of the Record Date but which were unexercised as of the Record
Date; and 2,159 shares in his account in the Company's Profit Sharing Plan.
(10) Includes 18,222 shares owned jointly by Mr. Ledbetter and his wife as to
which voting and investment powers are shared; 765 shares owned jointly
with Mr. Ledbetter's three children as to which voting and investment
powers are shared; 216 shares held in a self-directed IRA; 12,000 option
shares exercisable within 60 days of the Record Date but which were
unexercised as of the Record Date; and 3,392 shares in his account in the
Company's Profit Sharing Plan.
(11) Consists of shares held jointly in a living trust of which Mr. Culpepper
and his wife are co-trustees and share voting and investment powers.
(12) Includes 24,462 shares held in a living trust of which Mr. Webb and his
wife are co-trustees and share voting and investment powers.
(13) Includes 4,650 shares owned jointly by Mr. Owen and his wife as to which
voting and investment powers are shared.
(14) Includes 1,050 shares owned jointly by Mr. Rose and his wife as to which
voting and investment powers are shared; 150 shares held in a trust as to
which his wife shares voting and investment powers; 450 shares held in a
self-directed IRA as to which Mr. Rose does not exercise voting power;
9,600 option shares exercisable within 60 days of the Record Date but which
were unexercised as of the Record Date; and 2,540 shares in his account in
the Company's Profit Sharing Plan.
(15) Includes 10,092 shares owned jointly by Mr. Heikkinen and his wife as to
which voting and investment powers are shared; 750 shares held by Mr.
Heikkinen in a self-directed IRA; 750 shares held by Mrs. Heikkinen in a
self-directed IRA as to which Mr. Heikkinen does not have sole voting and
investment powers; and 1,800 option shares exercisable within 60 days of
the Record Date but which were unexercised as of the Record Date.
(16) Includes 42 shares owned jointly by Mr. Peterson and his wife as to which
voting and investment powers are shared; 900 shares held in a self-
directed IRA; 7,500 option shares exercisable within 60 days of the Record
Date but which were unexercised as of the Record Date; and 4,647 shares in
his account in the Company's Profit Sharing Plan.
(17) Includes 1,769 shares held in a trust as to which Mr. Merrion exercises
sole voting and investment powers and 2,655 shares held in a trust as to
which his wife exercises sole voting and investment powers.
(18) Includes 2,202 shares owned jointly by Mr. Morgan and his wife as to which
voting and investment powers are shared.
*Owns less than 1 percent.
MANAGEMENT OF THE COMPANY
BOARD OF DIRECTORS
The business of the Company is managed under the direction of its Board
of Directors. The Board has responsibility for establishing broad corporate
policies for the overall performance of the Company and for the election and
compensation of officers of the Company. It is not, however, involved in
managing the Company and its operating units on
3
<PAGE>
a day-to-day basis. The Board is kept advised of the Company's operations
and results through regular written reports from, and discussions with, the
Chief Executive Officer, the President, and other Executive Officers of the
Company.
The Board of Directors meets regularly during the year to review
significant developments affecting the Company and to act on matters
requiring Board approval. It also holds special meetings when an important
matter requires Board action between scheduled meetings. Executive Officers
responsible for significant operations or supervisory activities are
regularly invited to meet with the Board of Directors to discuss their areas
of responsibility.
The Company regrets the necessity for Myron C. Taylor to take long-term
disability leave effective December 31, 1996. Mr. Taylor's experience and
contributions to the success of our Company will be missed by the Board and
his management colleagues.
Set out in Table 2, below, are the four (4) nominees for election as
directors and the six (6) other directors whose terms expire in 1998 and
1999, including the age of each person as of December 31, 1996 and the
positions each holds with the Company and its subsidiaries: First National
Bank of Farmington ("FNBF"), Burns National Bank of Durango ("BNBD"), and
Western Bank, Gallup ("WBG").
TABLE 2
BOARD OF DIRECTORS
<TABLE>
DIRECTOR
NOMINEES FOR ELECTION IN 1997 AGE SINCE POSITION WITH THE COMPANY AND SUBSIDIARIES
- ------------------------------ ---- -------- ------------------------------------------
<S> <C> <C> <C>
Robert S. Culpepper(1)(2)(3) 69 1983 Vice Chairman of the Board of Company and FNBF
J. Gregory Merrion(2)(3) 67 1975 Director of Company and FNBF
Roy L. "Bunky" Owen(2) 48 1991 Director of Company and FNBF
Marlo L. Webb(2)(3) 72 1975 Chairman of the Board of Company and FNBF Director
of BNBD
CLASS OF 1998
- -------------
Richard I. Ledbetter(3) 59 1976 Chief Executive Officer of Company; President,
Chief Executive Officer, and Director of FNBF,
Director of BNBD, Director of WBG
James D. Rose(3) 53 1989 President & Chief Operating Officer of Company;
Executive Vice President, Chief Operating Officer
and Director of FNBF, Director of BNBD, Director
of WBG
Thomas C. Taylor(1) 48 1991 Director of Company and FNBF
Class of 1999
- -------------
Tom Bolack 78 1985 Director of Company and FNBF
Ben A. Heikkinen(1) 56 1991 Director of Company and FNBF
Jack M. Morgan 72 1981 Director of Company and FNBF
</TABLE>
(1) Member of Audit Committee
(2) Member of Compensation Committee
(3) Member of Executive Committee
4
<PAGE>
OCCUPATIONS
MESSRS. LEDBETTER AND ROSE are principally employed by the Company and FNBF
in the positions set forth in Table 2 above and have been principally
employed by the Company and FNBF for the past five years.
MR. CULPEPPER is a retired insurance broker.
MR. MERRION is the retired chairman of Merrion Oil and Gas.
MR. OWEN is President of Woods Insurance Services, Inc.
MR. WEBB is the Chairman of the Board of Webb Automotive Group, Inc.
MR. TAYLOR is a private investor and Mayor of Farmington, New Mexico.
MR. BOLACK is an independent oil producer.
MR. HEIKKINEN is the President of Industrial Repair Services, Inc.
MR. MORGAN is an attorney-at-law.
BOARD AND COMMITTEE MEETINGS
The Board of Directors held twelve (12) regular meetings during 1996.
All Directors attended all of the meetings of the Board except Mr. Heikkinen,
Mr. Merrion and Mr. Taylor who each missed one (1) meeting, and Mr. Bolack,
who missed six (6) meetings.
The EXECUTIVE COMMITTEE of the Board of Directors exercises the powers
of the Board in the management of the business and affairs of the Company
between Board of Directors meetings or when the Board cannot reasonably or
timely be convened. The Executive Committee also serves as the Board's
nominating committee for the election of Directors. The Executive Committee
keeps regular minutes of its meetings and reports to the Board of Directors
at the regular meetings of the Board. The Executive Committee met one (1)
time during 1996 with all members present.
The AUDIT COMMITTEE of the Board, which met four (4) times during 1996,
reports to the Board of Directors with respect to various auditing and
accounting matters, the scope of audit procedures, the performance of the
internal auditors and examiners, and accounting and compliance practices of
the Company. All members of the Audit Committee attended all of the
scheduled meetings except Mr. Heikkinen and Mr. Merrion who each attended
three (3) meetings.
The COMPENSATION COMMITTEE administers the various incentive award and
equity plans of the Company on behalf of the Board of Directors. The
Compensation Committee also recommends compensation for the Executive
Officers of the Company. The Compensation Committee met five (5) times
during 1996. All members of the Committee attended all meetings, except Mr.
Merrion, who attended four (4) of the meetings.
5
<PAGE>
EXECUTIVE OFFICERS
Set forth below are the names, ages, and responsibilities of all
Executive Officers holding office as of the Record Date EXCEPT biographical
information for Messrs. Ledbetter (Chief Executive Officer) and Rose (President
and Chief Operating Officer), which is set forth in Table 2 above. Executive
Officers serve at the pleasure of the Board of Directors, although as disclosed
later in this Proxy Statement, Messrs. Ledbetter, Rose, Peterson and Taylor have
entered into agreements governing the termination of their employment with the
Company.
DENNIS E. PETERSON, 57, is Vice President of the Company and Executive Vice
President of First National Bank of Farmington.
JAMES C. BRADLEY, 51, is Secretary and Treasurer of the Company and Senior
Vice President of First National Bank of Farmington.
MYRON C. TAYLOR, 56, served as Secretary and Treasurer of the Company and
Senior Vice President and Investment Officer of First National Bank of
Farmington until taking long-term disability leave effective December 31,
1996.
COMPENSATION OF MANAGEMENT
DIRECTOR COMPENSATION
During 1996, Directors of the Company received a cash retainer of $100
per month and a $200 fee for attendance at each meeting of the Board of
Directors. Those Directors of the Company who also served as directors of
First National Bank of Farmington received a retainer of $200 per month and a
fee of $500 for each regular meeting of FNBF attended. Those Directors of
the Company who also served as Directors of Burns National Bank of Durango
received a retainer of $150 per month and a fee of $350 for each regular
meeting of BNBD attended. Those Directors of the Company who also served as
Directors of Western Bank, Gallup received a retainer of $200 per month and a
fee of $200 for each regular meeting of WBG attended. The fee for each
special meeting attended is one-half the regular meeting fee.
Director compensation is paid monthly to those Directors who do not
defer their compensation, as described below, but the full amount of the
retainer and projected fees are paid in advance at the start of the year for
those Directors who defer their compensation as described below.
Non-officer Directors of the Company received $250 per Loan Committee
meeting attended, $200 per meeting attended for the Executive Committee, Loan
Review Committee, and Audit Committee, and $100 per meeting attended for all
other Committees. All Committee fees for Directors of the Company are paid by
First National Bank of Farmington and are paid only to non-officer Directors.
The Chairman of First National Bank of Farmington received an additional
retainer of $500 per month.
Although the Bylaws permit payment of Directors' expenses incurred in
traveling to and attending Board of Directors meetings, no such payments were
made in 1996.
6
<PAGE>
Directors of the Company may enter into a compensation deferral
agreement with the Company whereby the payment of retainers and fees
otherwise receivable by a Director for service as a Director during a
specified five-year period may be deferred and held in an account for the
benefit of the Director which earns interest at a predetermined rate.
Distribution, in the form of 120 monthly payments, begins at the later of the
end of the five-year deferral period or age 65.
SUMMARY OF COMPENSATION TO CERTAIN EXECUTIVE OFFICERS
Set out in Table 3, below, is a Summary Compensation Table showing the
various elements of compensation paid during 1996 and during the previous two
years to the Company's Chief Executive Officer and to certain other Executive
Officers whose compensation was in excess of $100,000 in 1996:
TABLE 3
SUMMARY COMPENSATION TABLE
<TABLE>
Annual Compensation
---------------------------------------
Name and Salary Bonus(1) Other(2) All Other
Principal Position Year ($) ($) ($) Compensation(3)($)
- ---------------------------- ---- ------- -------- -------- ------------------
<S> <C> <C> <C> <C> <C>
Richard I. Ledbetter, 1996 205,000 45,152 22,800 10,850
Chief Executive Officer of
the Company and President 1995 190,000 65,735 18,425 10,162
and Chief Executive
Officer of First National 1994 170,000 73,102 12,900 6,466
Bank of Farmington
James D. Rose, 1996 185,000 40,637 22,800 9,554
President and Chief
Operating Officer of the 1995 160,000 59,162 18,425 8,634
Company and Executive Vice
President and Chief 1994 139,000 65,792 12,900 6,466
Operating Officer of First
National Bank of Farmington
Dennis E. Peterson, 1996 125,000 31,606 0 5,845
Vice President of the
Company and Executive Vice 1995 112,000 46,015 0 6,588
President of First National
Bank of Farmington 1994 106,500 51,171 0 6,466
Myron C. Taylor,(4) 1996 106,000 27,091 0 4,650
Secretary and Treasurer of
the Company and Senior 1995 100,000 39,441 0 5,797
Vice President of First
National Bank of Farmington 1994 92,500 43,861 0 5,829
</TABLE>
(1) Bonuses are listed in the year earned and accrued, although such bonuses
may be paid in the following year.
(2) Includes Director's Fees, if applicable.
(3) Amounts shown include contributions by the Company to the account of each
of the named Executive Officers in the First Place Financial Corporation
Profit Sharing Plan, a 401(k) plan open to all regular employees of the
Company. The named Executive Officers were allowed to contribute up to
5.73% of their salary to this plan not exceeding the IRS limitation
($9,500 in 1996) and the Company contributed a matching amount equal to
25% of the first 4% of salary up to the limit specified in Code Section
401(a)(17) deferred by the Executive Officer. The amounts accumulating in
the accounts under this plan are invested as directed by the Executive
Officer in one of several investment choices, including a fund which
invests solely in shares of the Company's common stock. Participants are
immediately vested in the employer matching contributions to their account
in this plan. For Messrs. Ledbetter, Rose, and Peterson, this amount also
includes amounts equal to (i) the difference between what each would have
received as a matching 401(k) contribution by the Company had the salary
limitation specified in Code Section 401(a)(17) not been reduced to
$150,000 and the actual matching contribution amount plus (ii) the
difference between what each would have received as his pro rata share of
the Company's voluntary contribution to the Profit Sharing Plan had the
salary limitation not been reduced to $150,000 and the actual amount
credited to his account.
(4) Mr. Taylor was placed on long-term disability leave effective December 31,
1996 and is no longer an active employee of the Company or FNBF.
7
<PAGE>
STOCK OPTIONS AND SIMILAR AWARDS TO EXECUTIVE OFFICERS
No stock options were granted to executive officers listed in Table 3
during 1996. The following table provides information concerning the
exercise of options and similar awards by these Executive Officers during
1996:
TABLE 4
OPTION/SAR EXERCISES BY CERTAIN EXECUTIVE OFFICERS DURING 1996
AND YEAR-END OPTION/SAR VALUES(1)
<TABLE>
Value of Unexercised
Unexercised in-the-Money Share
Shares Options/SARs Options/SARs
Acquired Value --------------------------- ---------------------------
Name On Exercise Realized Exercisable Unexercisable Exercisable Unexercisable
- -------------------- ----------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Richard I. Ledbetter 0 $0 12,000 3,000 $609,600 $152,400
James D. Rose 0 0 9,600 2,400 487,680 121,920
Dennis E. Peterson 0 0 7,500 1,875 381,000 95,250
Myron C. Taylor 0 0 6,600 1,650 335,280 83,820
</TABLE>
(1) The option price for all shares is $26.67 per share. At December 31, 1996,
the bid price for a share of stock was $56.00, making the value of each
option $29.33. The value of a SAR is equal to the sum of (i) the difference
between the current formula price calculated as adjusted book value times
1.54 ($46.27) and the option price ($26.67) plus (ii) the cumulative
increase in dividends declared versus the $.867 per share declared in 1992.
For 1993, 1994, 1995 and 1996 this cumulative increase was $1.87, making
the value of each SAR $21.47. The combined value of each option and
accompanying SAR at December 31, 1996 was $50.80.
Stock options have been awarded to the named Executive Officers upon
recommendation of the Compensation Committee under the First Place Financial
Corporation Nonstatutory Stock Option Plan ("NSO Plan"). Under this plan,
the Company may grant key employees stock options and stock appreciation
rights. This plan is geared to creating a unity of interest between
management and the Shareholders in looking toward maximizing the share price
of the Company's common stock. The grant of options and stock appreciation
rights are also a key element of the Company's compensation policy for its
Executive Officers. (See "Report of the Compensation Committee", below.)
RETIREMENT BENEFITS
The Company provides a RETIREMENT PLAN to its employees, including
Executive Officers, that is funded by the Company. The following Table 5-A
illustrates the estimated annual retirement benefits payable upon retirement age
under the current Retirement Plan.
TABLE 5-A
RETIREMENT BENEFITS
(CURRENT PLAN)
<TABLE>
Career Years of Service
Average -------------------------------------------------------------------------
Earnings 15 20 25 30 35 40 45
-------- ------- -------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
$120,000 $24,850 $ 33,100 $ 41,350 $ 49,600 $ 57,850 $ 57,850 $ 57,850
130,000 27,100 36,100 45,100 54,100 63,100 63,100 63,100
140,000 29,350 39,100 48,850 58,600 68,350 68,350 68,350
170,000 36,100 48,100 60,100 72,100 84,100 84,100 84,100
200,000 42,850 57,100 71,350 85,600 99,850 99,850 99,850
230,000 49,600 66,100 82,600 99,100 115,600 115,600 115,600
260,000 56,350 75,100 93,850 112,600 131,350 131,350 131,350
310,000 67,600 90,100 112,600 135,100 157,600 157,600 157,600
360,000 78,850 105,100 131,350 157,600 183,850 183,850 183,850
410,000 90,100 120,100 120,100 180,100 210,100 210,100 210,100
</TABLE>
8
<PAGE>
The Company also maintains an EXECUTIVE SUPPLEMENTAL INCOME PLAN which
provides for payment to all officers (and their beneficiaries) of First
National Bank of Farmington who were covered by the Retirement Plan prior to
the most recent restatement of the Plan effective January 1, 1990 and whose
benefit under the most recent restatement of the Plan is less than it would
have been prior to the restatement. The amount of the payment to each
participant is based on the difference between the higher of the benefit to
which they would have been entitled prior to the most recent restatement
(under either the Original Plan or the First Restatement of the Plan) and the
benefit to which they are entitled under the current Plan. When applicable,
the Plan may provide for payment to highly paid Executive Officers and their
beneficiaries, that portion of benefits otherwise payable under the terms of
the Retirement Plan which cannot be paid by the Retirement Plan because of
benefit restrictions imposed on the Retirement Plan by Section 415 of the
Internal Revenue Code.
Table 5-B, below, illustrates the estimated incremental annual
retirement benefits payable upon retirement at age 65 to Messrs. Ledbetter,
Peterson, and Taylor under the Executive Supplemental Income Plan based on
what their benefits would have been under the First Restatement of the Plan
and on various assumptions of final compensation levels and years of service
upon which retirement benefits are based:
TABLE 5-B
FOR MESSRS. LEDBETTER, PETERSON, AND TAYLOR
(FIRST RESTATEMENT)
<TABLE>
Final Years of Service
Average -------------------------------------------------------------------------
Earnings 15 20 25 30 35 40 45
-------- ------- -------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
$120,000 $ 8,450 $ 11,300 $ 14,150 $ 17,000 $ 20,156 $ 32,156 $ 44,156
130,000 9,200 12,300 15,400 18,500 21,906 34,906 47,906
140,000 9,950 13,300 16,650 20,000 23,656 37,656 51,656
170,000 12,200 16,300 20,400 24,500 28,806 45,906 62,906
200,000 14,450 19,300 24,150 29,000 34,156 54,156 74,156
230,000 16,700 22,300 27,900 33,500 39,406 62,406 85,406
260,000 18,950 25,300 31,650 38,000 44,656 70,656 96,656
310,000 22,700 30,300 37,900 45,500 53,406 84,406 115,406
360,000 26,450 35,300 44,150 53,000 62,156 98,156 134,156
410,000 30,200 40,300 50,500 60,500 70,906 111,906 152,906
</TABLE>
Table 5-C, below, illustrates the estimated annual incremental
retirement benefits payable upon normal retirement at age 65 to Mr. Rose
under the Executive Supplemental Income Plan based on what his benefits would
have been under the Original Plan and on various assumptions of final
compensation levels and years of service upon which retirement benefits are
based:
TABLE 5-C
PENSION PLAN TABLE FOR MR. ROSE
(ORIGINAL PLAN)
Final Years of Service
Average ------------------------------
Earnings 15 20 25
-------- -------- -------- --------
$120,000 $ 22,598 $ 30,164 $ 37,730
130,000 24,428 32,604 40,780
140,000 26,258 35,044 43,830
170,000 31,748 42,364 52,980
200,000 37,238 49,684 62,130
230,000 42,728 57,004 71,280
260,000 48,218 64,324 80,430
310,000 57,368 76,524 95,680
360,000 66,518 88,724 110,930
410,000 75,668 100,924 126,180
9
<PAGE>
The estimated retirement benefits shown in the above tables are computed
on a life only annuity basis.
Compensation to Executive Officers for 1996 included in the earnings base
for the purpose of calculating total retirement benefits as shown in Tables 5-A
and 5-B is equal to the five-year final average salary including bonus. As of
December 31, 1996, the credited years of service under all retirement plans for
the Executive Officers named in Table 3 were 38 years for Mr. Ledbetter, 31
years for Mr. Taylor, 14 years for Mr. Rose, and 7 years for Mr. Peterson.
SEVERANCE AGREEMENTS
Messrs. Ledbetter, Peterson, Rose and Taylor have entered into agreements
with the Company providing that in the event of a "change of control" of the
Company, or the Executive Officer's previous employer, if different, if the
Executive Officer is terminated without cause or if the Executive Officer's
duties are significantly changed, he is entitled to a special compensation
payment equal to three (3) multiplied by the Executive Officer's then base
annual compensation. Such agreements were originally for three (3) year terms
with automatic annual renewals for an additional one (1) year unless timely
notice is given. During 1996, no such notices were given. These agreements
also deal with any other termination of the employment of these officers with
the Company, other than retirement.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Compensation Committee of the Board of Directors consists of four (4)
non-employee Directors. The Committee meets one (1) or more times annually to
review and determine matters pertaining to the compensation of the Executive
Officers of the Company including the four (4) named officers in Table 3, above.
The Committee met on October 23, 1996 and passed resolutions affecting base
salary and short-term incentive compensation for these Executive Officers.
To the Shareholders of First Place Financial Corporation:
The Compensation Committee annually reviews the elements of compensation
for the Executive Officers of the Company and recommends to the Board of
Directors the level of compensation for these Executive Officers for the
following year. The Committee is provided with detailed information and
proposals from management. The Committee's decisions are made within the
context of a uniform structure and set of compensation principles which apply to
all of the Company's Executives, including the Executive Officers subject to the
Committee's review.
Chief among these principles is that First Place Financial Corporation will
provide total compensation opportunities that are competitive with those
provided by comparable financial institutions and commensurate with First
Place's overall performance. The three main elements of the compensation
package are base salary, short-term (annual) incentives, and long-term
incentives. Total compensation for Executive Officers can be described as
consisting of an average or below-average base salary, an average annual cash
incentive opportunity based on performance, and an above-average long-term
equity-based incentive opportunity tied to increases in Shareholder value. The
Committee believes that this compensation mix is in the best interests of the
Shareholders and supports the business and financial objectives of the Company.
10
<PAGE>
BASE SALARY. Each year the company reviews relevant information regarding
executive compensation in the banking industry. During 1996, the Company
performed an analysis of the compensation paid in 1995 to executive
officers of publicly traded banking companies with assets between $500
million and $1.0 billion. While the data is analyzed from a number of
different perspectives, primary emphasis is given to compensation related
to return on equity and return on assets. So long as the Company's
performance in these two categories ranks in the top half, the Compensation
Committee feels that the Chief Executive Officer's base salary should
approximate the median for the group.
The base salaries for the other Executive Officers are set based upon the
Committee's assessment of their respective contributions and worth to the
Company. In times of excellent corporate performance, Executive Officers
may receive substantial supplemental rewards through short-term and long-
term incentives.
CHIEF EXECUTIVE OFFICER SALARY ACTION. The Committee approved an
increase of 9.8% in Mr. Ledbetter's base salary to become
effective January 1, 1997. This increase places Mr. Ledbetter's
base salary approximately 3% above the 1995 median for his
position and approximately 6% below the projected 1997 median for
his position.
OTHER NAMED EXECUTIVE OFFICERS. Mr. Rose and Mr. Peterson received
increases averaging 6.5%, also effective January 1, 1997. Mr.
Taylor, who was also listed in Table 3, was placed on long-term
disability leave effective December 31, 1996.
SHORT-TERM INCENTIVES. All the named Executive Officers participate in the
Annual Profit Sharing Bonus Plan (APSBP) of First National Bank of
Farmington which provides for a payment to Executive Officers and other
officers and exempt employees based on the bank's return on equity relative
to its Uniform Bank Performance Report peer group. The Committee sets the
percentage of the bonus pool to be paid to each Executive Officer and
management determines the percentages for all other participants. The
Committee has approved the continuation of this plan for 1997 with no
changes to the basic design or bonus opportunity levels.
CHIEF EXECUTIVE OFFICER BONUS. Mr. Ledbetter's percentage of the
APSBP pool was set at 10% for 1996. Because of the superior
return on equity achieved by First National Bank of Farmington
relative to its peer group, Mr. Ledbetter earned a bonus equal to
22% of his 1996 base salary.
OTHER NAMED EXECUTIVE OFFICERS. The other three (3) named
Executive Officers employed by First National Bank of Farmington
were awarded bonus payments ranging from 6% to 9% of the bonus
pool.
LONG-TERM INCENTIVES. In 1996, the Committee awarded options on 1,000
shares under its NON-STATUTORY STOCK OPTION plan to a non-executive
officer. In September 1996, the Company also adopted a Second Non-
Statutory Stock Option plan covering all officers and directors of the
Company and its subsidiaries except for the six officers who have been
awarded options under the Non-Statutory Stock plan. Under the terms of the
Second Non-Statutory Stock Option plan, each director of the Company was
granted options on 200 shares of Company stock at an exercise price of
$44.65, which was the fair market value on the date the options were
granted. The options vest one year from the date of issue.
11
<PAGE>
REPRICING OF OPTIONS. The Company has never repriced options. The
Compensation Committee has no such intention at this time.
Robert S. Culpepper, Chairman
J. Gregory Merrion
Roy L. "Bunky" Owen
Marlo L. Webb
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Members of the Compensation Committee have no interlocking relationships as
defined in SEC Regulations.
Messrs. Webb, Merrion, Owen, and Culpepper, members of the Company's Board
of Directors' Compensation Committee, through companies with whom each of these
Directors is affiliated, had borrowing and similar credit transactions with one
or more of the Company's subsidiary banks during 1996. Each of these
transactions is believed by the Company to have been done in the ordinary course
of the subsidiary bank's lending business and on the same or substantially
similar terms to other similar loan or credit transactions with unrelated
persons. Specifically, Messrs. Webb, Merrion, Owen and Culpepper (through
affiliated companies) each had credit extensions and/or credit commitments
during 1996 in excess of $300,000 but less than $5,000,000.
CERTAIN TRANSACTIONS BY AND WITH MANAGEMENT AND OTHERS
CREDIT EXTENSIONS
Most of the Directors and Executive Officers of the Company, members of
their immediate families, and corporations and other organizations of which they
are affiliates, are borrowers from one or more of the Company's subsidiary
banks. During 1996, these persons, firms and corporations have had loan
transactions with one or more of these banks, all of which were done in the
ordinary course of business and were on substantially the same terms, including
interest rates and collateral, as those prevailing at the time for comparable
transactions with unaffiliated persons, and did not involve more than the normal
risk of collectability or present other unfavorable features to the Company.
Specifically, Mrs. Taylor, Messrs. Ledbetter, Morgan, Rose, and Peterson (or
their affiliates) each had credit extensions and/or credit commitments during
1996 in excess of $60,000 but less than $500,000; Messrs. Thomas Taylor,
Heikkinen and Bolack (or their affiliates) each had credit extensions and/or
credit commitments of over $500,000 but less than $4,000,000.
COMPLIANCE WITH SECTION 16 REPORTING OBLIGATIONS
Each Director, Executive Officer and beneficial owner of ten percent or
more of the Common Stock of the Company is required under the Securities
Exchange Act of 1934 to file reports with the Securities and Exchange Commission
evidencing their ownership of, and their current transactions in, the Company's
equity securities. This is a personal obligation of the Executive Officers and
Directors. Based on a review of the reporting forms provided to the Company by
its Directors and Executive Officers, it appears that the following individuals
did not timely file Form 4 during 1996. J. Gregory Merrion filed one Form 4
late which included
12
<PAGE>
two reportable transactions; Robert C. Rhien filed one Form 4 late which
included one reportable transaction; Myron C. Taylor filed one Form 4 late
which included three reportable transactions and Thomas C. Taylor filed one
Form 4 late which included three reportable transactions.
COMPARATIVE PERFORMANCE OF THE COMPANY'S COMMON STOCK
Set out in Table 6, below, is a five-year comparison and graphic display
of the relative performance of $100 invested on December 31, 1991 in the
Company's Common Stock and the same amount invested on the same day in the
S & P Major Regional Bank Index and the NASDAQ Composite Index:
TABLE 6
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN(1)
BETWEEN FIRST PLACE FINANCIAL CORPORATION AND S & P MAJOR REGIONAL BANK INDEX
AND NASDAQ COMPOSITE INDEX
- ------------------------------------------------------------------------------
INDEX 1991 1992 1993 1994 1995 1996
- ------------------------------------------------------------------------------
First Place 100.000 116.990 143.723 166.996 192.110 269.184
S & P Regionals 100.000 127.225 134.741 127.440 200.430 273.630
NASDAQ Composite Index 100.000 125.454 132.486 128.246 179.442 220.180
(1) Total Return Assumes Quarterly Reinvestment of Dividends.
The Company's stock is measured against the NASDAQ Composite Index and the
S & P Regionals which trade on the New York Stock Exchange. The Company's stock
is quoted on the NASDAQ Bulletin Board but there is not an active market maker
for the stock.
13
<PAGE>
PROPOSAL FOR SHAREHOLDER ACTION - ELECTION OF DIRECTORS
VOTE REQUIRED
A majority of the share votes entitled to be cast at the Annual Meeting is
required for a quorum at the Annual Meeting. In the election of Directors, the
nominees receiving the highest number of votes will be elected. Holders of
shares of the Company's Common Stock are entitled to one vote on each matter
submitted to a vote at the Annual Meeting for each share held of record at the
Record Date. Abstentions and broker non-votes will not be counted for or
against the election of any nominee, although all shares represented at the
meeting will be counted towards a quorum.
Any Shareholder signing and delivering a proxy has the power to revoke it
at any time before the vote at the Annual Meeting by notifying the Secretary of
the Company in writing prior to 9:15 a.m. local time on April 23, 1997, or by
voicing such revocation in person at the Annual Meeting at the time votes are
requested.
If a Shareholder wishes to designate someone other than the Proxy Holders
as his authorized agent to vote by proxy at the Annual Meeting, he may do so by
crossing out the names of all of the designated persons printed on the proxy
card and by writing in the name of another person or persons (not more than two
(2)) to act as agent for the Shareholder in voting his shares. Such a special
proxy designation signed by the Shareholder(s) must be presented at the Meeting
by the person or persons designated on the card by the Shareholders.
The cost of preparing, assembling and mailing these proxy materials will be
borne by the Company. The solicitation of proxies by the Directors is being
made by mail, and may also be made by agents of the Company, in person, by
telephone, or by mail. No additional compensation will be given to employees or
Directors for such solicitation. Custodians of securities held for Shareholders
of record (for example, banks, brokers, etc.) may be paid their reasonable
out-of-pocket expenses incurred in forwarding proxy materials to Shareholders.
This Proxy Statement and the enclosed form of proxy are being mailed to
Shareholders beginning on April 1, 1997. Mailed together with this Proxy
Statement is a copy of the Company's 1996 Annual Report to Shareholders.
Shareholders who do not receive a copy of the 1996 Annual Report with this Proxy
Statement, or who desire extra copies, should contact the Company at (505) 324-
9523.
The Executive Committee of the Board serves as the nominating committee for
the current Directors. Nominations for election as a Director also will be
accepted from the floor by any Shareholder at the 1997 Annual Meeting. While no
formal procedure exists with respect to nominations for Directors outside of the
Annual Meeting other than through the function of the Executive Committee as the
Board's own nominating committee, Shareholders are free to write to the
Executive Committee, c/o Richard I. Ledbetter, Chief Executive Officer, P.O. Box
4540, Farmington, New Mexico 87499-4540, with any suggestions concerning
nominations to the Board of Directors.
14
<PAGE>
The Bylaws of the Company provide for a Board of Directors of no fewer than
9 and no more than 13 members. Directors are elected by class to three-year
staggered terms. After the resignation of Miriam M. Taylor, effective March 1,
1996, there are two classes with three (3) Directors each and one class with
four (4) Directors.
The persons named below will be placed in nomination by the Board of
Directors for election as Directors of the Company at the 1997 Annual Meeting,
to serve a three year term or until their successors are elected and qualified:
Robert S. Culpepper
J. Gregory Merrion
Roy L. "Bunky" Owen
Marlo L. Webb
ALL DULY SIGNED AND DELIVERED PROXIES WILL BE VOTED FOR THE ELECTION OF ALL
OF THE NOMINEES LISTED ABOVE IN THE ABSENCE OF CONTRARY DIRECTION. The
Directors know of no reason why any nominee listed above may be unable to serve
as a Director. If any nominee is unable to serve, the shares present at the
1997 Annual Meeting through proxies will be voted FOR the election of such other
person(s) as the Board of Directors may nominate at the Annual Meeting, or the
current Directors may conclude to reduce the number of Directors to be elected.
If all four (4) nominees listed above are elected at the 1997 Annual
Meeting, the composition of the new Board will be eight (8) Directors whose
principal occupation or employment is and has been outside of the Company, and
two (2) Directors who are currently Executive Officers of the Company.
All of the nominees were elected to their present term of office by a vote
of the Shareholders at the 1994 Annual Meeting.
OTHER BUSINESS
Management does not know of any other business to be presented at the
Meeting. However, if any other business is presented, it is the intention of the
Proxy Holders to vote according to their best judgment with respect to such
other business.
INDEPENDENT PUBLIC ACCOUNTANTS
In June 1996, the Audit Committee of the Board of Directors of the Company
approved the engagement of KPMG Peat Marwick, LLP as the Company's principal
auditors for the year ending December 31, 1996. Prior to engaging KPMG,
Chandler and Company served as the Company's independent public accountants and
had audited the Company's accounts since 1988. A member of KPMG Peat Marwick
will be in attendance at the Annual Meeting to make a statement on behalf of the
firm if he so desires and to answer appropriate questions, if any, from
Shareholders.
15
<PAGE>
DEADLINE FOR SHAREHOLDER PROPOSALS
If any Shareholder wishes to present a proposal for action at the 1998
ANNUAL MEETING of the Shareholders, the Shareholder must comply with applicable
Securities and Exchange Commission Regulations, including adequate notice to the
Company. Any proposal must be submitted in writing by Certified Mail--Return
Receipt Requested, to First Place Financial Corporation, Attention: Secretary of
the Company, P.O. Box 4540, Farmington, New Mexico 87499-4540, on or before
December 26, 1997.
16
<PAGE>
APPENDIX/PROXY CARD
(FRONT OF CARD)
<TABLE>
<S> <C> <C>
- -------------------------------------------------------------------------------------------------------------------------------
FIRST PLACE FINANCIAL CORPORATION PROXY DESIGNATION THIS PROXY DESIGNATION AND
POST OFFICE BOX 4540 AND INSTRUCTION CARD INSTRUCTION IS SOLICITED BY
FARMINGTON, NEW MEXICO 87499 YOUR BOARD OF DIRECTORS
The undersigned shareholder of First Place Financial Corporation hereby appoints J. GREGORY MERRION, JACK M. MORGAN, AND
ROY L. "BUNKY" OWEN, or _________________________________, or any one or more of them severally or jointly with full power of
substitution, the attorneys and agents of the undersigned to vote as proxy with respect to all shares registered in the name of
the undersigned, or which the undersigned would be entitled to vote, at the Annual Meeting of the Shareholders of First Place
Financial Corporation to be held at the San Juan Country Club, 5775 Country Club Drive, Farmington, New Mexico, 87402, on
Wednesday, the 23rd day of April, 1997 at 11:00 a.m., local time, and at all adjournments thereof, provided however, that such
vote shall be specified below on the proposal more fully set forth in the First Place Financial Corporation Proxy Statement.
1. ELECTION OF DIRECTORS FOR ALL nominees listed below / / WITHHOLD AUTHORITY TO VOTE / /
(except as marked to the contrary below) for ALL nominees listed below
IMPORTANT
INSTRUCTIONS: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, STRIKE A LINE THROUGH THE NOMINEE'S NAME IN THE
LIST BELOW.
ROBERT S. CULPEPPER J. GREGORY MERRION ROY L. "BUNKY" OWEN MARLO L. WEBB
(Continued and to be SIGNED on the other side)
- -------------------------------------------------------------------------------------------------------------------------------
(BACK OF CARD)
- -------------------------------------------------------------------------------------------------------------------------------
THE SHARES INDICATED ON THIS PROXY INSTRUCTION CARD, WHEN THIS CARD IS PROPERLY EXECUTED, WILL BE VOTED IN THE
MANNER DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE ON THE PROXY CARD, THESE SHARES
WILL BE VOTED FOR ALL OF THE LISTED NOMINEES FOR DIRECTORS.
In their discretion, the Proxies are authorized to vote upon such other business as may properly come before
the meeting.
PLEASE MARK, SIGN, DATE AND RETURN The undersigned acknowledges receipt of the Proxy Statement and the
THIS PROXY INSTRUCTION CARD PROMPTLY 1996 Annual Report, and executes this Proxy Instruction Card.
USING THE ENCLOSED ENVELOPE.
Dated: _______________________________________________________ , 1997
P
_____________________________________________________________________
R __ __ Signature of Shareholder
| |
O _____________________________________________________________________
Signature of Shareholder
X
NOTE: (a) Proxy instruction cards for shares registered in the
Y |__ __| names of joint tenants must be signed by each of the
joint owners or by the survivor of them as such.
(b) When signing as attorney, executor, administrator, or
guardian, please give your full title as such.
(c) Proxy instruction cards for shares registered in the
names of trustees must be signed by all trustees or by
one trustee as co-trustee for self and other trustees.
- -------------------------------------------------------------------------------------------------------------------------------
</TABLE>
17
