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 Commission only (as permitted by Rule
14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-12
FRANKLIN FINANCIAL CORPORATION
(Name of Registrant as Specified in Its Charter)
N/A
(Name of Person(s) Filing Proxy Statement, if
Other than the Registrant)
Payment of Filing Fee (Check appropriate box):
[X] $125 per Exchange Act rules O-11(c)(1)(ii), 14a-6(i)(1), 14a-6(j)(2) or
Item 22(a)(2) of Schedule 14A.
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
14(a)-6(i)(3)
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i) and O-11 (1)
Title of each number of securities to which transaction applies: (2)
Aggregate number of securities to which transaction applies: (3) Per unit
price or other underlying value of transaction computed pursuant to
Exchange Act Rule O-11.
[ ] Fee paid previously with preliminary materials
[ ] Check box is any part of the fee is offset as provided by Exchange Act
Rule O-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
<PAGE>
FIRST FRANKLIN CORPORATION
401 EAST COURT STREET
CINCINNATI, OHIO 45202
(513) 721-1031
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To be Held on April 22, 1996
Notice is hereby given that the Annual Meeting of Stockholders (the
"Meeting") of First Franklin Corporation ("First Franklin" or the "Company"),
the holding company for The Franklin Savings and Loan Company ("Franklin"),
will be held at the corporate office of the Company located at 401 East Court
Street, Cincinnati, Ohio 45202 on April 22, 1996, at 3:00 p.m.
A Proxy Card and a Proxy Statement for the Meeting are enclosed.
The Meeting is for the purpose of considering and acting upon:
1. The election of one director of the Company; and
2. Such other matters as may properly come before the Meeting or any
adjournments thereof.
The Board of Directors is not aware of any other business to come before
the Meeting.
Any action may be taken on the foregoing proposals at the Meeting on the
date specified above, or on any date or dates to which the Meeting may be
adjourned. Stockholders of record at the close of business on March 13, 1996,
are the stockholders entitled to vote at the Meeting and any adjournments
thereof.
You are requested to fill in and sign the enclosed form of Proxy, which
is solicited on behalf of the Board of Directors, and to mail it promptly in
the enclosed envelope. The Proxy will not be used if you give a later dated
proxy or if you attend and vote at the Meeting in person.
Cincinnati, Ohio
March 26, 1996
By Order of the Board of Directors
Thomas H. Siemers
President and Chief Executive Officer
================================================================================
IMPORTANT: THE PROMPT RETURN OF PROXIES WILL SAVE THE COMPANY THE
EXPENSE OF FURTHER REQUESTS FOR PROXIES TO ENSURE A QUORUM AT THE
MEETING. A SELF-ADDRESSED ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE.
NO POSTAGE IS REQUIRED IF MAILED WITHIN THE UNITED STATES.
================================================================================
<PAGE>
FIRST FRANKLIN CORPORATION
401 EAST COURT STREET
CINCINNATI, OHIO 45202
(513) 721-1031
PROXY STATEMENT
Annual Meeting of Stockholders
April 22, 1996
This Proxy Statement is furnished in connection with the solicitation on
behalf of the Board of Directors of First Franklin Corporation ("First
Franklin" or the "Company") of proxies to be used at the Annual Meeting of
Stockholders of the Company (the "Meeting"), which will be held at the
corporate office of the Company located at 401 East Court Street, Cincinnati,
Ohio 45202, on April 22, 1996, at 3:00 p.m., and at all adjournments of the
Meeting. The accompanying Notice of Annual Meeting of Stockholders and this
Proxy Statement are first being mailed to stockholders on or about March 26,
1996.
Stockholders who execute proxies retain the right to revoke them at any
time. Unless so revoked, the shares represented by such proxies will be voted
at the Meeting and all adjournments thereof. Proxies may be revoked by the
filing of a later-dated proxy prior to a vote being taken on a particular
proposal at the Meeting or by attending the Meeting and voting in person.
Proxies solicited on behalf of the Board of Directors of the Company will be
voted in accordance with the directions given therein and, where no
instructions are indicated, will be voted "FOR" the nominees and the adoption
of the proposals discussed herein.
A majority of the shares of the Company's issued and outstanding common
stock, (the "Common Stock") present in person or represented by proxy, shall
constitute a quorum for purposes of the Meeting. Abstentions and broker
non-votes are counted for purposes of determining a quorum.
Vote Required for Approval of the Proposals
Directors shall be elected by a plurality of the shares present in
person or represented by proxy at the Meeting and entitled to vote on the
election of directors.
Voting Securities and Principal Holders Thereof
Stockholders of record as of the close of business on March 13, 1996,
will be entitled to one vote for each share then held. As of that date, the
Company had 1,181,518 shares of Common Stock issued and outstanding.
The following table sets forth, as of March 13, 1996, share information
regarding (i) those persons or entities who were known by management to
beneficially own more than five percent of the outstanding shares of the
Company's Common Stock; and (ii) all directors and executive officers of the
Company and The Franklin Savings and Loan Company ("Franklin") as a group.
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<PAGE>
Shares Percent of
Name and Address of Beneficial Owner Beneficially Class
Owned
------------ ----------
Thomas H. Siemers(1) 170,824 14. 1%
First Franklin Corporation
401 East Court Street
Cincinnati, Ohio 45202
Margaret W. Walton(2) 60,729 5.1
First Franklin Corporation
401 East Court Street
Cincinnati, Ohio 45202
All directors and executive officers of 361,503 29.0
Franklin and the Company as a group
(11 persons)(3)
- -----------------------------
(1) Mr. Siemers, the President and Chief Executive Officer of the Company,
has sole voting and investment power with respect to 63,380 shares and
shared voting and investment power with his wife for 600 shares. In
addition, Mr. Siemers has options to purchase 28,972 shares granted
under First Franklin's Stock Option Plan. Mr. Siemers has voting power
with respect to 22,406 shares allocated to his account in The Franklin
Savings and Loan Company Employee Stock Ownership Plan ("ESOP").
Finally, as a trustee, Mr. Siemers may be deemed to have voting and/or
investment power with respect to another 40,466 shares of Common Stock
held by the ESOP, which have not been allocated to the accounts of
individual participants or which have been allocated to the accounts of
individual participants but may still be sold by the trustee, and with
respect to the 15,000 shares held by Franklin's Defined Benefit Pension
Plan ("Pension Plan").
(2) Ms. Walton, a Vice President of the Company, has sole voting and
investment power with respect to 40,000 shares and has options to
purchase 12,200 shares granted under First Franklin's Stock Option Plan.
Ms. Walton has voting power with respect to 8,529 shares allocated to
her account in the ESOP.
(3) Includes shares held directly, shares allocated to executive officers'
accounts in the ESOP, shares subject to options granted under the
Company's Stock Option Plan and shares held by controlled corporations
or certain family members, over which shares the specified individuals
or group effectively exercise sole or shared voting and investment
power. Such amount also includes the shares that may be deemed to be
beneficially owned by Mr. Siemers, as trustee of the ESOP and the
Defined Benefit Pension Plan of Franklin. Share information for each
director of the Company is included under "Election of Directors."
ELECTION OF DIRECTORS
The Board of Directors is currently composed of five members. Directors
are elected to serve for three year terms or until their respective successors
are elected and qualified. Approximately one-third of the Board of Directors
of the Company is elected annually.
In January 1996, Mary J. Hunter, a director of the Company and Franklin
retired and became a director emeritus of Franklin, who may attend Board
meetings in an advisory capacity. The board appointed James E. Cross, a
director of Franklin, to fill the vacancy created by her retirement for the
remainder of the term.
The following table sets forth certain information regarding the
composition of the Company's Board of Directors, including terms of office. It
is intended that the proxies solicited on behalf of the Board of Directors
(other than proxies in which the vote is withheld as to the nominee) will be
voted at this Meeting for the election of the nominee indicated below. If the
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<PAGE>
nominee is unable to serve, the shares represented by all valid proxies will
be voted for the election of such substitute as the Board of Directors may
recommend. At this time, the Board of Directors knows of no reason why the
nominee might be unable to serve if elected. Except as disclosed herein, there
are no arrangements or understandings between the nominee and any other person
pursuant to which the nominee was selected.
<TABLE>
Positions held Year first Shares
with elected beneficially Percent
Name Age the Company director of Term to owned of class
and Franklin the expire at March 13,
Company/Franklin 1996(1)
NOMINEES
<S> <C> <C> <C> <C> <C>
John L. Nolting 63 Director 1987/1981 1999 17,500 1.5%
DIRECTORS REMAINING IN OFFICE
Richard H. Finan 61 Director 1987/1968 1997 51,616 4.4
James E. Cross 60 Director 1996/1978 1997 21,136 1.8
Thomas H. Siemers 62 President, 1987/1953 1998 170,824(2) 14.1
Chief Executive
Officer and
Director
James E. Hoff, 63 Director 1993/1993 1998 - -
S.J.
</TABLE>
- -------------------------------
(1) May include shares held directly, shares allocated under the ESOP to the
accounts of directors who are full-time employees of Franklin, shares
subject to options granted under the Company's Stock Option Plan and
shares held by controlled corporations or certain family members with
respect to which shares the listed individuals or group members may be
deemed to have sole or shared voting and investment power.
(2) Includes 15,000 shares held by Franklin's Pension Plan, of which Mr.
Siemers is the trustee, and 40,466 shares held by the Company's ESOP
which have not been allocated to the account of any participant or have
been allocated, but over which Mr. Siemers, as trustee, retains
investment power.
The business experience of each director during the last five years is as
follows:
John L. Nolting has been the President and Chief Executive Officer of
DataTech Services, Inc., a computer service company located in Cincinnati,
since 1974, President and Chief Executive Officer of Queen City Leasing, an
automobile leasing company located in Cincinnati, since 1980, and Director and
President of DirectTeller Systems, Inc.
Richard H. Finan has been an Ohio State Senator since 1978 and a lawyer
practicing in Sharonville, Ohio, since 1961. Director Finan also serves as
counsel of record for Madison Service Corporation, Franklin's wholly-owned
subsidiary, and DirectTeller Systems, Inc., a joint venture between the
Company and DataTech Services, Inc.
James E. Cross is a partner in the Dayton, Ohio law firm of Allbery Cross
Fogarty. He was a member of the Board of Directors of Central Savings in
Dayton, Ohio when it merged with Franklin in 1978, and has served as a
director of Franklin since then.
Thomas H. Siemers has been employed by Franklin since 1949, has been a
director of Franklin since 1953, and has served as President and Chief
Executive Officer since 1968. From 1978 to 1983, Mr. Siemers served as a
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<PAGE>
director of the Federal Home Loan Bank of Cincinnati. Mr. Siemers also served
as the Chairman of the Ohio Savings and Loan League in 1981 and 1982 and on
the Executive Committee of the U.S. League of Savings Institutions from 1982
to 1985. President Siemers served as a director and Secretary to the Ohio
Financial Service Corporation, Columbus, Ohio for approximately 17 years,
until his resignation in June, 1987.
James E. Hoff, S.J., has been President of Xavier University in
Cincinnati, Ohio, since 1991. Prior to his arrival at Xavier, Fr. Hoff was
President of the Creighton Foundation and Vice President of University
Relations at Creighton University.
Meetings of the Board of Directors and Committees
Meetings of the Company's Board of Directors are held regularly on a
quarterly basis. During the year ended December 31, 1995, the Board of
Directors held a total of five regular and special meetings. No incumbent
director of the Company attended fewer than 75% of the total meetings of the
Board of Directors during this period, except for Fr. Hoff, who attended only
three meetings.
The Company has no standing audit, compensation or nominating committees.
The full Board of Directors acts as the nominating committee for the annual
selection of its nominees for election of directors and, with the exception of
Mr. Siemers, as the audit committee. During 1995, the Board of Directors met
once acting as a nominating committee and once acting as the audit committee.
While the Board of Directors will consider nominees recommended by
stockholders, it has not actively solicited nominations nor established any
procedures for this purpose.
The Board of Directors of Franklin, the principal subsidiary of the
Company, consists of the five directors of the Company and Francis J. Macke,
Donald E. Newberry, Sr. and Mary W. Sullivan. Meetings of Franklin's Board of
Directors are generally held on a monthly basis. The Board of Directors held a
total of 12 meetings during 1995. No director attended fewer than 75% of the
total number of meetings of the Board of Directors and meetings held by all
committees of the Board of Directors on which he served. The Board of
Directors of Franklin has standing executive, compensation and loan
committees.
The Executive Committee consists of the President and one member of the
Board of Directors who is selected weekly on an alternating basis from the
entire Board. This committee meets weekly (except during weeks when the full
Board meets) and exercises the power of the Board of Directors between regular
Board meetings. All actions of this committee are reviewed and ratified by the
full Board of Directors. This committee met 40 times during 1995.
The Compensation Committee reviews and makes recommendations to the Board
of Directors with respect to executive compensation and other benefit
programs. The Compensation Committee is comprised of Messrs. Siemers, Finan
and Nolting. One meeting was held by this committee during 1995.
The Loan Committee recommends policies on residential, commercial and
consumer lending to the Board of Directors and reviews loan applications. The
Loan Committee has authority to approve loans in amounts of up to $350,000.
Members of this committee are Mr. Siemers, Mr. Harry Barnaclo and Ms. Margaret
Walton. The committee met approximately 65 times during 1995.
The full Board of Directors appoints a nominating committee for the
annual selection of its nominees for election of directors. While the
nominating committee and the Board of Directors will consider nominees
recommended by others, it has not actively solicited nominations nor
established any procedures for this purpose.
Compensation of the Board of Directors
Directors of the Company and Franklin receive directors' fees of $1,000
per meeting. No fees are currently paid by the Company or Franklin for
committee membership.
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<PAGE>
Executive Compensation
The Company currently does not pay any compensation to its executive
officers. The following table shows the compensation paid or granted by
Franklin and its subsidiaries for services rendered during the periods
indicated to any executive officer whose annual compensation exceeded $100,000
during the fiscal year.
<TABLE>
Summary Compensation Table
-------------------------------
------------------------
All other compensation
- -------------------------------------------------------------------------------------
Annual compensation
-------------------------------------------
Name and principal position Year Salary($) Bonus($) ($)(1)
- -------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Thomas H. Siemers - President, 1995 $204,922 - $14,365
Chief Executive Officer and 1994 197,047 $10,000 13,359
Director of the Company, 1993 183,704 25,000 17,834
Franklin and Madison
Service Corporation;
Chairman of the Board of
DirectTeller Systems, Inc.
Daniel T. Voelpel - Vice 1995 $97,957 - $9,398
President and Chief 1994 94,263 $ 7,000 9,018
Financial Officer of 1993 90,135 7,000 8,300
the Company and Franklin
and Treasurer of Madison
Service Corporation and
DirectTeller Systems, Inc.
- -----------------------------
(1) Represents the Company's contributions to the ESOP on behalf of Mr.
Siemers and Mr. Voelpel.
</TABLE>
No stock options were awarded under the Stock Option Plan during 1995.
The following table sets forth certain information concerning the number and
value of stock options at December 31, 1995, held by these listed individuals.
No stock appreciation rights or limited stock appreciation rights have been
granted to any director or executive officer under the Company's Stock Option
Plan.
<TABLE>
Aggregated Option/SAR Exercises in Last Fiscal Year
and FY-End Option/SAR Values
Shares Value Number of unexercised Value of unexercised in-the-money
Acquired on Realized options/SARs at FY-end (#) options/SARs at FY-end ($)(2)
Name Exercise (#) ($)(1) ---------------------------- ---------------------------------
- ---- ----------- ------ Exercisable Unexercisable Exercisable Unexercisable
----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Thomas H. Siemers 2,500 $30,625 28,972 - $315,215 -
Daniel T. Voelpel - - 12,200 - 132,736 -
- ----------------------------------
</TABLE>
(1) Value is based upon the sales price of $17.25 per share of the Company's
Common Stock as reported on The Nasdaq Stock Market at the time of the
trade closest in time to the exercise of the options, less the exercise
price of $5.00 per share.
(2) Value is based upon the sales price of $15.88 per share of the Company's
Common Stock as reported on The Nasdaq Stock Market on December 29,
1995, less the exercise price of $5.00 per share.
-6-
<PAGE>
Employment Contract
On May 1, 1984, the Board of Directors of Franklin approved a five year
employment agreement with Mr. Siemers. The contract provides for automatic
extensions of one year each upon the expiration of one year of the contract,
until either Franklin or the employee gives written notice to the contrary.
The contract provides for termination upon the employee's death, for cause or
in certain events specified by federal regulations. The contract is terminable
by the employee upon 90 days' notice to Franklin.
The employment agreement provides for a salary as determined by the
Board of Directors but not less than the employee's current annual salary.
Salary increases will be reviewed not less often than annually thereafter and
are subject to the sole discretion of the Board of Directors.
The contract provides for payment to the employee of an amount equal to
the present value of the employee's salary for the unexpired term of the
contract in the event there is a change in control of Franklin where
employment terminates involuntarily in connection with such change of control
or within six months thereafter. If Mr. Siemers' employment were terminated in
connection with a change in control while earning his current salary as of
December 31, 1995, at which date the unexpired term of the contract was 52
months, Mr. Siemers could have received a cash payment of up to approximately
$764,100 pursuant to his contract. Such termination payments are provided on a
similar basis in connection with a voluntary termination of employment in
connection with a change in control which was at any time opposed by
Franklin's Board of Directors. The contract provides, among other things, for
participation in an equitable manner in employee benefits applicable to
executive personnel.
Transactions with Management and Indebtedness of Management
Franklin, like many financial institutions, has followed the policy of
granting to its officers, directors and employees loans for the financing and
improvement of their personal residences and consumer loans for other
purposes. Except as set forth below, such loans are made in the ordinary
course of business and are made on substantially the same terms and
collateral, except for loan fees and interest rates on loans to employees who
are not officers or directors, as those of comparable transactions prevailing
at the time, and do not involve more than the normal risk of collectibility or
present other unfavorable features. Currently, for employees who are not
directors, officers or principal shareholders of the Company or Franklin,
interest rates are generally set at 1% over Franklin's cost of funds, subject
to adjustment to market rates in the event that the employment relationship is
terminated. Interest rates on loans originated after August 9, 1989, are set
at market rates for directors, officers and principal shareholders. Except for
loans made to directors, officers and principal shareholders, loan fees on
mortgage loans are generally waived except to the extent of direct loan
origination expenses incurred by Franklin.
Franklin's policy is to grant certain consumer loans to employees, other
than officers, directors, and principal shareholders, at the prevailing market
rate and modify them to 1% over Franklin's cost of funds. If the employment
relationship is terminated, the rate will revert to the contract rate and the
modification will be cancelled. Other loans are reviewed on an individual
basis and any preferential treatment given is based on the employees length of
service, work performance and past credit history. All loans by Franklin to
its directors and executive officers are subject to regulations requiring that
loans and other transactions involving directors, executive officers and
principal shareholders be on terms and conditions comparable to those for
similar transactions with non-affiliates.
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<PAGE>
Set forth below is certain information at December 31, 1995, as to all
loans made by Franklin to each of its directors or executive officers which
were granted prior to August 9, 1989 at less than market rates and which for
any one individual resulted in an aggregate indebtedness to Franklin exceeding
$60,000 at any time since January 1, 1994:
<TABLE>
Largest Balance as Market
Nature of amount of December Current interest
Name Date of indebtedness outstanding 31, interest rate at the
loan since 1995 rate time of
January origination
1, 1994
- ------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Richard H. 6/15/84 First $89,850 $82,498 8.25% 10.50%
Finan mortgage -
personal
residence
Mary J. 10/29/81 First 94,366 - 8.25 12.50
Hunter mortgage -
personal
residence
</TABLE>
In 1989, the Company entered into a joint venture called DirectTeller
Systems, Inc. ("DirectTeller"), with DataTech Services, Inc. ("DataTech"), for
the purpose of marketing computer software developed by DataTech to financial
institutions. Director Nolting is the President and Chief Executive Officer of
DataTech. When this venture was approved by the Board of Directors of the
Company, Director Nolting abstained from voting on the matter. The Company
initially contributed $50,000 and DataTech contributed the software it
developed to the initial capitalization of DirectTeller. Under the terms of
the joint venture, the Company is responsible for maintaining the financial
records of DirectTeller and DataTech is obligated to manage the day to day
operations of DirectTeller, including software maintenance and marketing.
DataTech does not receive a management fee for performing these services. The
Company currently owns a 51% interest in DirectTeller. The Company's
investment in such venture was $50,000 at December 31, 1995.
Director Finan is an attorney at law who from time to time provides
legal services to Madison Service Corporation and DirectTeller. During the
year ended December 31, 1995, fees paid by the subsidiaries of Franklin and
the Company did not exceed five percent of Mr. Finan's gross revenues for the
last fiscal year.
Section 16(a) of the Exchange Act requires the Company's directors and
executive officers and persons who own more than 10% of a registered class of
the Company's equity securities to file with the SEC initial reports of
ownership and reports of changes in the Company by the tenth day of the month
following a change. Officers, directors and greater than 10% stockholders are
required by SEC regulation to furnish the Company with copies of all Section
16(a) forms they file. To the Company's knowledge, based solely on a review of
the copies of such reports furnished to the Company and written
representations that no other reports were required, during the fiscal year
ended December 31, 1995, all Section 16(a) filing requirements applicable to
its officers, directors and greater than 10% beneficial owners were complied
with.
STOCKHOLDER PROPOSALS
To be eligible for inclusion in the Company's proxy materials for next
year's Annual Meeting of Stockholders, any stockholder proposal requesting
action at such meeting must be received at the Company's main office, 401 East
Court Street, Cincinnati, Ohio 45202, no later than December 1, 1996. Any such
proposal shall be subject to the requirements of the proxy rules adopted under
the Securities Exchange Act of 1934, as amended.
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<PAGE>
OTHER MATTERS
The Board of Directors is not aware of any business to come before the
Meeting other than those matters described above in this Proxy Statement.
However, if any other matter should properly come before the Meeting, it is
intended that holders of the proxies will act in accordance with their best
judgment.
The cost of solicitation of proxies will be borne by the Company. The
Company will reimburse brokerage firms and other custodians, nominees and
fiduciaries for reasonable expenses incurred by them in sending proxy
materials to the beneficial owners of Common Stock. In addition to
solicitation by mail, directors, officers and regular employees of the Company
may solicit proxies personally or by telegraph or telephone without additional
compensation.
The Company's Annual Report to Stockholders, including financial
statements, is also enclosed. Any stockholders who have not received a copy of
such Annual Report may obtain a copy by writing to the Company. Such Annual
Report is not to be treated as part of the proxy solicitation materials, nor
as having been incorporated herein by reference.
BY ORDER OF THE BOARD OF DIRECTORS
Thomas H. Siemers
President and Chief Executive Officer
Cincinnati, Ohio
March 26, 1996
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<PAGE>
___________________________
REVOCABLE PROXY
FIRST FRANKLIN CORPORATION
ANNUAL MEETING OF STOCKHOLDERS
April 22, 1996
The undersigned hereby appoints James E. Hoff, S.J., Richard H. Finan,
James E. Cross and Thomas H. Siemers, or any one of them, with full powers of
substitution and resubstitution, to act as proxy or proxies for the
undersigned to vote all shares of Common Stock of First Franklin Corporation
(the "Company") which the undersigned is entitled to vote at the Annual
Meeting of Stockholders (the "Meeting"), to be held on April 22, 1996 at the
corporate office of the Company located at 401 East Court Street, Cincinnati,
Ohio, at 3:00 P.M., and at any and all adjournments thereof, as follows:
I. The election of the following director for a term expiring in 1999:
____ FOR the nominee listed ____ WITHHOLD authority to vote
below (except as otherwise for the nominee listed below
indicated)
JOHN L. NOLTING JOHN L. NOLTING
In their discretion, the proxies are authorized to vote on any other business
that may properly come before the Meeting or any adjournment thereof.
The Board of Directors recommends a vote "FOR" John L. Nolting.
THIS PROXY WILL BE VOTED AS DIRECTED, BUT IF NO INSTRUCTIONS ARE SPECIFIED,
THIS PROXY WILL BE VOTED FOR THE DIRECTORS AND THE PROPOSITIONS LISTED. IF ANY
OTHER BUSINESS IS PRESENTED AT SUCH MEETING, THIS PROXY WILL BE VOTED BY THOSE
NAMED IN THIS PROXY IN THEIR BEST JUDGEMENT. AT THE PRESENT TIME, THE BOARD OF
DIRECTORS KNOWS OF NO OTHER BUSINESS TO BE PRESENTED AT THE MEETING.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
<PAGE>
This proxy shall be deemed terminated and of no further force and effect if
the undersigned attends and votes in person at the Annual Meeting or submits a
later-dated proxy.
The undersigned acknowledges receipt from the Company, prior to the execution
of this Proxy, of Notice of the Meeting, a Proxy Statement dated March 26,
1996, and a copy of the 1995 Annual Report To Stockholders.
____________________________________ ____________________________________
PRINT NAME OF STOCKHOLDER PRINT NAME OF STOCKHOLDER
____________________________________ ____________________________________
SIGNATURE OF STOCKHOLDER SIGNATURE OF STOCKHOLDER
Date: ________________________, 1996 Date: ________________________, 1996
Please sign exactly as your name appears above on this card. When signing as
attorney, executor, administrator, trustee or guardian, please give your full
title. If shares are held jointly, each holder should sign.
PLEASE PROMPTLY COMPLETE, DATE, SIGN AND MAIL THIS PROXY IN THE
ENCLOSED POSTAGE-PAID ENVELOPE
