<PAGE> 1
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. 1)
Filed by the registrant [X]
Filed by a party other than the registrant [ ]
Check the appropriate box:
[X] Preliminary revised proxy statement [ ] Confidential, for Use of the
Commission Only (as permitted
by Rule 14a-6(e)(2))
[ ] Definitive proxy statement
[ ] Definitive additional materials
[ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
FIRST INDEPENDENCE CORPORATION
- -------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
FIRST INDEPENDENCE CORPORATION
- -------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of filing fee (Check the appropriate box):
[ ] $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2)
or Item 22(a)(2) of Schedule 14A.
[ ] $500 per each party to the controversy pursuant to Exchange Act
Rule 14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
- --------------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
- --------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing
fee is calculated and state how it was determined):
- --------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
- --------------------------------------------------------------------------------
(5) Total fee paid:
- --------------------------------------------------------------------------------
[ ] Fee paid previously with preliminary materials.
- --------------------------------------------------------------------------------
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the form or schedule and the date of its filing.
(1) Amount previously paid:
- --------------------------------------------------------------------------------
(2) Form, schedule or registration statement no.:
- --------------------------------------------------------------------------------
(3) Filing party:
- --------------------------------------------------------------------------------
(4) Date filed:
- --------------------------------------------------------------------------------
<PAGE> 2
FIRST INDEPENDENCE
CORPORATION
44 MICHIGAN AVE., DETROIT, MICHIGAN 48226
TELEPHONE 313-256-8400
September 20, 1996
To Our Shareholders:
You are cordially invited to attend the 1996 Annual Meeting of
Shareholders of First Independence Corporation, which will be held at 6:00 p.m.
on Monday, October 21, 1996, at the Livernois Branch office at 12200 Livernois,
Detroit, Michigan.
This letter is accompanied by a notice of annual meeting and proxy
statement and a proxy card. The Corporation's Annual Report on Form 10-KSB for
the year ended December 31, 1995, as filed with the Securities and Exchange
Commission, also is enclosed.
At the meeting, shareholders will: 1) elect nine (9) directors to serve
for one year and until their successors are duly elected and qualified and 2)
transact such other business as may properly come before the meeting or any
adjournment of it.
The enclosed notice of annual meeting and proxy statement should be read
carefully. They describe matters which are important for the Corporation and
its subsidiary, the Bank. Please sign and date the enclosed proxy card and
mail it promptly in the return envelope whether or not you plan to attend the
meeting. If you are present at the meeting and wish to vote in person, you may
withdraw your proxy and vote in person.
Very truly yours,
Don Davis
Chairman of the Board
IT IS IMPORTANT THAT YOUR SHARES BE VOTED AT THE MEETING. PLEASE SIGN AND
DATE THE ENCLOSED PROXY CARD AND RETURN IT TO THE CORPORATION.
<PAGE> 3
FIRST INDEPENDENCE CORPORATION
44 MICHIGAN AVENUE
DETROIT, MICHIGAN 48226
(313) 256-8400
______________
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TUESDAY, OCTOBER 21, 1996
The 1996 Annual Meeting of the shareholders of First Independence
Corporation will be held at the Livernois Branch office of First Independence
National Bank of Detroit, 12200 Livernois, Detroit, Michigan, on Monday,
October 21, 1996, at 6:00 p.m., for the following purposes:
(1) To elect 9 directors to hold office until the next annual meeting and
until their successors are elected and qualified; and
(2) To transact such other business as may properly come before the
meeting or any adjournment thereof.
Information concerning these matters is set forth in the accompanying
Proxy Statement. Only those common shareholders of record at the close of
business on August 31, 1996, are entitled to notice of and to vote at the Annual
Meeting.
IN ORDER TO ASSURE THAT YOUR SHARES WILL BE REPRESENTED AND VOTED AT THE
ANNUAL MEETING, PLEASE SIGN AND DATE THE ENCLOSED PROXY CARD AND RETURN IT
PROMPTLY IN THE RETURN ENVELOPE PROVIDED. IF YOU ATTEND THE MEETING, YOU MAY
WITHDRAW YOUR PROXY AND VOTE IN PERSON.
Don Davis
Chairman of the Board
September 20, 1996
<PAGE> 4
FIRST INDEPENDENCE CORPORATION
44 MICHIGAN AVENUE
DETROIT, MICHIGAN 48226
(313) 256-8400
--------------
PROXY STATEMENT
DATED SEPTEMBER 20, 1996
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD
OCTOBER 21, 1996
GENERAL INFORMATION
This Proxy Statement and the accompanying form of proxy are furnished in
connection with the solicitation of proxies by the Board of Directors of First
Independence Corporation (the "Corporation") for use at the annual meeting of
shareholders to be held at the Livernois Branch Office, 12200 Livernois, of
First Independence National Bank of Detroit, Detroit, Michigan, at 6:00 p.m. on
Monday, October 21, 1996 (the "Annual Meeting").
This Proxy Statement is being mailed on or about September 20, 1996 to all
holders of record of Common Stock as of the close of business on August 31,
1996. The cost of this solicitation will be borne by the Corporation. In
addition to solicitation by the use of mail, the directors, and officers of the
Corporation, without additional compensation, may solicit proxies personally or
by telephone or mail. A shareholder giving a proxy in connection with this
solicitation has the power to revoke it at any time prior to its exercise at
the Annual Meeting either by written notice received by the Corporation (Attn:
Secretary) at the address shown above at least 24 hours before the Annual
Meeting or by announcement of revocation at the Annual Meeting.
The purposes of the Annual Meeting are to:
1) Elect 9 directors to serve until the next annual meeting of
shareholders and until their successors are elected and
qualified; and
2) Transact such other business as properly may come before the
meeting or any adjournment thereof.
As of August 31, 1996, there were 336,760 shares of the Corporation's
common stock, par value $1.00 per share, outstanding, 4,000 shares of Class A
Preferred Stock, par value $100.00 per share, 3,200 shares of Class B
Preferred Stock, par value $100.00 per share, outstanding, 1,500 shares of
Class C Preferred Stock, Series MI-1, no par value, outstanding, and 529.508
shares of Class C Preferred Stock, Series 1994-1, no par value, outstanding.
Those common shareholders of record at the close of business on August 31,
1996, are entitled to vote at the meeting. As of that date, there were
approximately 2,100 record holders of the Corporation's common stock. Each
share of common stock is entitled to one vote on each matter presented.
OWNERSHIP OF THE CORPORATION'S EQUITY SECURITIES
The following table furnishes information with respect to the
beneficial owners of more than five percent of any class of the Corporation's
equity securities as of August 31, 1996.
1
<PAGE> 5
<TABLE>
<CAPTION>
Amount and
Nature of
Name and Address of Beneficial Percent of
Title of Class Beneficial Owner Ownership* Class
- -------------- ------------------- ---------- ----------
<S> <C> <C> <C>
Common Don Davis 198,455 59.01
Stock 15855 Wyoming
Detroit, Michigan
Common First Independence Corp. 36,363 10.80
Stock Employee Stock
Ownership Trust
44 Michigan Avenue
Detroit, Michigan
Class A Don Davis 3,000 75.00
Preferred 15855 Wyoming
Detroit, Michigan
Class A Tower Ventures, Inc. 1,000 25.00
Preferred 12655 North Central Expressway
Dallas, TX 75243
Class B Dearborn Capital Corp. 2,000 62.50
Preferred P.O. Box 1729
Dearborn, Michigan
Class B Hudson-Webber Foundation 1,200 37.50
Preferred 333 West Fort Street
Detroit, Michigan
Class C Michigan State Housing 1,500 100.00
Preferred Development Authority
(Series MI-1) 1200 6th Street
Detroit, Michigan 48226
Class C Blue Cross-Blue Shield of Michigan 137.150 25.92
Preferred 600 E. Lafayette
(Series 1994-1) Detroit, Michigan 48226
Class C Don Davis 88.500 16.71
Preferred 15855 Wyoming
(Series 1994-1) Detroit, Michigan
Class C Dearborn Capital Corp. 89.000 16.81
Preferred P.O. Box 1729
(Series 1994-1) Dearborn, Michigan
Class C Tower Ventures 68.875 13.01
Preferred 12655 North Central Expressway
(Series 1994-1) Dallas, TX 75243
</TABLE>
2
<PAGE> 6
<TABLE>
<CAPTION>
Amount and
Nature of
Name and Address of Beneficial Percent of
Title of Class Beneficial Owner Ownership* Class
- -------------- ---------------- ---------- -----
<S> <C> <C> <C>
Class C G-Tech, Inc. 38.583 7.29
Preferred 55 Technology Way
(Series 1994-1) West Greenwich, RI 02817
Class C Motor Enterprises 39.375 7.44
Preferred 3044 W. Grand Blvd.
(Series 1994-1) Detroit, Michigan 48202
Class C Hudson-Webber Foundation 35.400 6.69
Preferred 333 West Fort Street
(Series 1994-1) Detroit, Michigan
Class C AAA of Michigan 32.625 6.16
Preferred 1 Auto Club Drive
(Series 1994-1) Dearborn, Michigan 48126
</TABLE>
* Each owner possesses sole voting and investment power with respect to
the shares shown except as follows. The number of shares of Common
Stock shown for Mr. Davis includes 3,845 shares credited to his
account under the First Independence Corporation Employee Stock
Ownership Plan as of December 31, 1995, for which he only has sole
voting power. The shares shown for the First Independence Employee
Stock Ownership Trust are voted by the independent Trustee, except
that participants in the First Independence Corporation Employee Stock
Ownership Plan are entitled to direct the Trustee as to the manner of
voting shares allocated to their accounts. As of December 31, 1995,
all shares held by the Trust were allocated to participant's accounts.
Shares of preferred stock are not entitled to vote in the election of
directors, except that shares of Class A Preferred Stock may elect
additional directors in the case of certain dividend arrearage which
does not currently apply. Although there are dividend arrearages, the
holders of such stock have waived their right to elect directors until
after December 31, 1996.
ELECTION OF DIRECTORS
NOMINEES FOR BOARD OF DIRECTORS
The Board has established the number of directors at nine, but the
Board may change the number from time to time. The nine persons named below
have been nominated by the Board of Directors for election as directors to
serve until the next annual meeting and until their successors are elected and
qualified. The Board of Directors of the Corporation is not aware of any other
nominations for director to be made at the Annual Meeting.
It is the intention of the persons named in the enclosed proxy card to
vote such proxies for the election of the nominees named in this Proxy
Statement unless the proxies contain instructions to the contrary, in which
case they will be voted pursuant to such instructions. The Directors of the
Corporation intend to vote all shares beneficially owned by them for the
nominees named herein. Given that such Directors as a group beneficially own
approximately 60.51 percent of the outstanding shares of Common Stock entitled
to vote, such a vote would elect the nominees notwithstanding the votes cast by
other shareholders.
Five of the nominees for election to the Board of Directors (Mrs.
Whitten and Messrs. Davis, Morton, Silber, and Van Wyke) are currently members
of the Corporation's Board and of the Board of Directors of the Corporation's
subsidiary bank, First Independence National Bank of
3
<PAGE> 7
Detroit (the "Bank"). The four remaining nominees (Messrs. Clay, Garmo,
Shallal and Young) are new. Each of them has distinguished himself
professionally in the metropolitan Detroit business community. If any nominee
for any reason is unable or for good cause refuses to serve or be elected,
which is not anticipated, the persons named in the enclosed form of proxy
intend to vote for such other nominees, if any, as may be recommended by the
Board of Directors.
The information below is presented as of August 31, 1996, and is based
on information provided by the persons named.
<TABLE>
<CAPTION>
Name and Principal Bank Shares of Common
Occupation or Employment Director Stock of Corporation Percent of
for Last Five Years Since (a) Age Beneficially Owned (b) Common Stock
------------------------ --------- --- ---------------------- ------------
<S> <C> <C> <C> <C>
Barry Clay .............................. -- 35 -- *
Team Leader, Capacity Strategy
and Production Planning Department
(1994-Present), staff support for real
estate, project finance and mergers and
acquisitions, Treasurer's Office (1989-
1994), Chrysler Corporation, motor
vehicle manufacturer.
Don Davis ............................... 1980 57 198,455(b) 59.01
Chairman of the Board of the
Corporation and of the Bank;
President, United Sound Systems,
Inc. and President, Conquistador/
Groovesville Music, Inc.,
record producers and recording
studios; President, Liberty Risk
Management, Inc., insurance
agency; President Mahogany Investment
Advisors, investment advisory firm.
Georgis I. Garmo......................... -- 57 -- *
President, Garmo & Co., P.C., certified
public accountants, (1975 - present)
Dr. Charles E. Morton..................... 1969 70 3,700(b)(c) *
Emeritus Pastor, Metropolitan Baptist
Church; Adjunct Professor of
Philosophy, Oakland University.
Jamal Shallal............................. -- 56 -- *
Executive Vice President, Lincorp
Research, Inc., a management
consulting and investment management
firm (1985-present)
Dennis H. Silber.......................... 1980 56 5,124(b)(c) *
Vice President and Chief Executive
Officer, Fred Silber Co., distributor
of merchandise for outdoor amusement
and promotional industries.
Gerald Van Wyke........................... 1989 52 3,334(c) *
Attorney, Feikens, Vander Male, Stevens,
Bellamy & Gilchrist, P.C. (1994-present);
President, Covington Group, Inc.,
business consulting and merchant
banking company (1988-1994);
Eloise C. Whitten......................... 1983 66 3,334(c) *
Director, Michigan Department
of Social Services
Alan C. Young............................. -- 41 -- *
Managing Director, Alan C. Young
& Associates, P.C., (1983-
present)
All directors and officers
as a group (8 persons including 203,777 60.51
those named above)
</TABLE>
4
<PAGE> 8
(a) The Corporation was formed in 1986 and the incumbent directors have
been directors of the Corporation since its formation except
those persons for which a year after 1986 is shown.
(b) Each director possesses sole voting and investment power with respect
to the shares shown unless indicated otherwise below. The numbers of
shares shown for Mr. Don Davis include 3,845 shares allocated to his
account under the First Independence Corporation Employee Stock
Ownership Plan for which he has only sole voting power. The number of
shares shown for Dr. Morton includes 300 shares held jointly with his
wife in which they share voting and investment power. The number of
shares shown for Mr. Silber include 1,790 shares owned jointly with
his wife in which they share voting and investment power.
(c) Includes option to purchase up to 3,000 shares of Common Stock at $5
per share for a five-year period ending May 23, 2000. The options are
not exercisable until September 25, 1996.
*Less than one percent.
5
<PAGE> 9
EXECUTIVE OFFICERS
In addition to Mr. Don Davis listed in the table above, executive
officers of the Corporation, as of December 31, 1995, included Rose Ann Lacy,
Senior Vice President and Chief Financial Officer of the Corporation since 1989
and of the Bank since 1986, John Boudreau, Senior Vice President -
Administration of the Bank since 1994, and Brian Kimball, Senior Vice President
- - Senior Loan Officer of the Bank since 1995. Prior to joining the Bank, Mr.
Boudreau was Chief Financial Officer at Recall Management Corporation, Boston,
MA (1991-1994); Chief Financial Officer and Treasurer (1991) and Controller
(1989-1991) of Coolidge Bank & Trust, Boston, MA. Prior to joining the Bank,
Mr. Kimball was Senior Vice President and Senior Loan Officer at First National
Bank in Macomb County from 1987-1995.
EXECUTIVE COMPENSATION
The following table presents the cash compensation paid to the
Corporation's Chairman of the Board and to the President during 1995. The
Corporation and Bank had no other executive officer who received total annual
salary and bonus exceeding $100,000 in 1993 - 1995.
<TABLE>
<CAPTION>
Principal Relocation
Name Position Year Salary Bonus Allowance
- ---- -------- ---- ------ ----- ----------
<S> <C> <C> <C> <C> <C>
Don Davis Chairman of the
Board of Directors
of the Corporation
and the Bank 1995 $106,848 - -
Richard W. Shealey President and 1995 129,909 - -
Chief Executive 1994 119,000 - -
Officer and 1993 95,000 - $25,000
Director of the
Corporation and
the Bank
</TABLE>
Richard W. Shealey's employment by the Bank terminated February 23,
1996. His contract provided that, upon any termination, he would receive a
payment of three (3) months' base compensation plus fringe benefits.
Fringe benefits and perquisites paid to Mr. Shealey in 1995 were less
than 10% of his total annual salary.
On September 25, 1995, the Board appointed a Stock Option Committee
which granted the stock options summarized below to the named officer and
directors pursuant to the 1995 Employee Stock Option Plan which was approved
by the Corporation's shareholders at the 1995 annual meeting of shareholders.
The Plan as proposed and adopted provided for a grant of options to the
directors who had served the Corporation for at least five years.
6
<PAGE> 10
<TABLE>
<CAPTION>
Number of % of Total
Securities Options Granted Exercise of Potential Realizable Value at
Underlying to Employees Base Price Assumed Annual Rates of Stock
Name Option Granted in Fiscal Year Per Share Expiration Date Price Appreciation for Option Term
- ---- -------------- -------------- --------- --------------- ----------------------------------
5% 10%
-- ---
<S> <C> <C> <C> <C> <C> <C>
Richard W. Shealey 37,417 100% $5/share July 09, 1999 $51,688 $114,217
Rev. C. Morton 3,000 * $5/share May 23, 2000 4,144 9,158
Dennis Silber 3,000 * $5/share May 23, 2000 4,144 9,158
Gerald Van Wyke 3,000 * $5/share May 23, 2000 4,144 9,158
Eloise Whitten 3,000 * $5/share May 23, 2000 4,144 9,158
</TABLE>
*None of the options shown above was exercised by any of the holders. The
estimated value at the time of grant was $4.45. Mr. Shealey's options expired
on February 23, 1996 when his employment terminated.
The Corporation and the Bank do not presently have any long-term
incentive compensation plans, except the Corporation's Employee Stock Ownership
Plan and the 1995 Employee Stock Option Plan which are described below.
The Corporation's Employee Stock Ownership Plan is qualified under
Section 401(a) of the Internal Revenue Code of 1986. All employees of the
Corporation and the Bank who have at least one year of service and who are at
least age twenty-one are eligible to participate. All shares of stock in the
plan are allocated to the accounts of the participants. Unvested shares
forfeited by terminated employees are reallocated among all Plan participants
as of the last day of the year of forfeiture in the proportion which each
participant's annual compensation bears to the total annual compensation of all
Plan participants. As of December 31, 1995, there were 3,845 shares allocated
under the Plan to Don Davis' account. No contributions were made to the plan
during 1995. Thus, there was no change in the total shares held in the Plan.
The Employee Stock Option Plan was adopted in 1995. It authorizes the
issuance of up to 67,352 shares of Common Stock to key salaried employees and
directors of the Corporation as an incentive to such key employees. Options
granted under the Plan may be incentive stock options within the meaning of
Section 422 of the Internal Revenue Code of 1986 or they may be non-qualified
options which do not meet the requirements of that section. The Plan is
administered by a stock option committee. At August 31, 1996, there were 55,352
shares available for option under the Plan and options were outstanding and
unexercised for 12,000 shares.
Directors who were not officers were paid the following fees for Bank
Board of Directors and Committee meetings: a monthly stipend of $200; a
meeting fee of $240 for each Board meeting; and $100 for each Committee
meeting. No fees are paid for attendance at the Corporation's Board or
Committee meetings.
COMMITTEES AND MEETINGS OF THE BOARD OF DIRECTORS
The members of the Corporation's Board of Directors also serve as the
members of the Board of Directors for the Bank. The Committees described below
also function in a similar dual capacity.
The Audit Committee during 1995 was composed of Dr. Charles E. Morton
and Gerald Van Wyke. The Audit Committee selects the Corporation's independent
auditors, reviews the results of prior audits and considers issues concerning
the current audit. The Committee also considers procedures for internal control
and audits. During 1995, the Committee held ten meetings.
The Executive Committee was composed of Richard W. Shealey, Gerald Van
Wyke, Don Davis, Dr. Charles Morton and Eloise Whitten. The Executive Committee
at times functions as a loan committee, reviewing loan applications and
delinquencies and approving loan applications. The Committee also functions in
lieu of the
7
<PAGE> 11
Corporation's and the Bank's Board between Board meetings. The Executive
Committee met thirteen times in 1995.
The Personnel/Internal Affairs Committee functions as a compensation and
nominating committee and was composed of Richard W. Shealey, Dennis H. Silber,
and Eloise C. Whitten. This Committee sets benefit policy and salary goals,
monitors salary expenses, recommends officer promotions and monitors the
conflict of interest policy. The Personnel/Internal Affairs Committee met one
time in 1995. The Committee does not consider nominees for director
recommended by security holders of the Corporation.
The Compliance Committee monitors management's efforts pursuant to the
Formal Agreement entered into in April, 1991 between the Bank and the office of
the Comptroller of the Currency with respect to various supervisory matters.
The directors who were members of this Committee during 1995 are Don Davis, Dr.
Charles Morton, Richard W. Shealey, and Gerald Van Wyke. The Compliance
Committee met six times in 1995.
In 1995, the Board of Directors of the Corporation met ten times and the
Board of the Bank met ten times. Each incumbent member of the Board except
Mrs. Whitten attended at least 75 percent of the total number of meetings held
by the Boards and Committees of which he or she was a member during 1995.
INTEREST IN CERTAIN TRANSACTIONS
In the ordinary course of its business, the Bank had during 1995, and
expects to have in the future, transactions with some of its directors and
officers, and their families and the companies with which they are associated.
All such transactions, which included commitments for loans and loans made by
the Bank, were based on terms, including rates, collateral and repayment terms,
substantially the same as those prevailing at the time for comparable
transactions with other persons, and in the opinion of the Board of Directors
and the management of the Bank such transactions did not and do not involve
more than the normal risk of collectability or present other unfavorable
features.
During 1995 and 1994, the Bank paid legal fees of approximately $86,800
and $60,000 to Feikens Vander Male, Stevens, Bellamy & Gilchrist, P.C., for
advisory and legal services. Director Van Wyke is a member of Feikens, Vander
Male, Stevens, Bellamy & Gilchrist, P.C.
INDEPENDENT AUDITORS
As for the past several years, Coopers & Lybrand has been selected to
serve the Corporation as independent auditors for 1996. A representative of
that firm is expected to be present at the meeting, will have the opportunity
to make a statement if he desires to do so, and will be available to respond to
appropriate questions.
PROPOSALS BY SHAREHOLDERS
Proposals by shareholders of the Corporation intended to be presented at
the next annual shareholders' meeting to be held in 1997 must be received by
the Corporation no later than January 31, 1997. Proposals must comply with
applicable laws and regulations and shall be delivered to 44 Michigan Avenue,
Detroit, Michigan 48226, Attention: Secretary. Any proposal which is mailed to
the Corporation should be mailed by certified or registered mail return receipt
requested.
OTHER MATTERS
The Corporation's management knows of no other matters to be presented
for action at the meeting. It is the intention of the persons named in the
accompanying form of proxy to vote the shares represented thereby in accordance
with the directions of management on any matters properly brought before the
meeting which are not
8
<PAGE> 12
set forth in the Notice of the Meeting and in this Proxy Statement.
Section 16(a) of the Securities Exchange Act of 1934 requires the
Corporation's directors and certain officers, and persons who own more than ten
percent of the Corporation's Common Stock to file with the SEC initial reports
of beneficial ownership and reports of changes in beneficial ownership of the
Corporation's equity securities. These officers, directors and greater than
ten-percent shareholders are required by SEC regulation to furnish the
Corporation with copies of these reports. Directors Morton, Shealey, Silber
and Van Wyke filed such reports late with respect to the stock options awarded
to them on September 5, 1995. To the Corporation's knowledge, based solely on
review of the copies of such reports furnished to the Corporation and written
representations that no other reports were required, all other Section 16(a)
filing requirements applicable to its officers, directors, and greater than
ten-percent beneficial owners were complied with.
SHAREHOLDERS ARE URGED TO DATE AND SIGN THE ENCLOSED
PROXY AND RETURN IT PROMPTLY IN THE ENCLOSED
POSTAGE PAID ENVELOPE.
9
<PAGE> 13
FIRST INDEPENDENCE CORPORATION
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
FOR THE ANNUAL SHAREHOLDERS' MEETING, MONDAY, OCTOBER 21, 1996
I, the undersigned shareholder of the First Independence Corporation,
hereby appoint Don Davis, Eloise C. Whitten and Dr. Charles E. Morton, and
each of them, my proxies, with power of substitution to vote all of the
Common Stock of said Corporation standing in my name on its books on August
31, 1996, at the annual meeting of the shareholders to be held on Monday,
October 21, 1996 at 6:00 p.m. or at any and all adjournments thereof, on the
proposals contained in the Notice of said meeting, and on any other
business properly coming before the meeting. The proxyholders shall have
all the powers I would possess if present personally. I revoke all proxies
previously given by me for any meeting of shareholders of the Corporation.
If no direction is made with respect to a proposal, this proxy will be
voted FOR such proposal. In their discretion, the proxies are authorized to
vote on such other matters as may properly come before the meeting,
including the election of any person as Director where a nominee named in
the Proxy Statement dated September 20, 1996 is unable to serve or will not
serve.
PLEASE VOTE, DATE AND SIGN ON OTHER SIDE AND RETURN PROMPTLY IN ENCLOSED
ENVELOPE.
Note: Please sign exactly as name(s) appear(s) on stock records. When
signing as attorney, administrator, trustee, guardian or corporate officer,
please so indicate.
HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?
- ------------------------------------- -----------------------------------
- ------------------------------------- -----------------------------------
- ------------------------------------- -----------------------------------
- -------------------------------------------------------------------------------
DETACH CARD
<PAGE> 14
<TABLE>
<S><C>
/X/ PLEASE MARK VOTES
AS IN THIS EXAMPLE
With- For All
For hold Except
1.) Election of Directors / / / / / /
BARRY CLAY, DON DAVIS, GEORGIS I. GARMO, DR. CHARLES E. MORTON, JAMAL
SHALLAL, DENNIS H. SILBER, GERALD VAN WYKE, ELOISE C. WHITTEN, ALAN C.
YOUNG.
To withhold authority to vote for any individual nominee, mark
the "For All Except" box and strike a line through the nominee's
name in the list above.
RECORD DATE SHARES: I (we) acknowledge receipt of the Notice of Annual Meeting and Proxy
Statement dated September 20, 1996 and ratify all that the proxies or
either of them or their substitutes may lawfully do by virtue hereof and
revoke all former proxies.
UNLESS OTHERWISE SPECIFIED, THE PROXIES ARE APPOINTED TO VOTE FOR THE
ELECTION OF ALL DIRECTORS AND TO VOTE FOR AUTHORIZATION OF THE CLASS C
PREFERRED STOCK AND FOR THE INCREASE IN AUTHORIZED COMMON STOCK AND
ISSUANCE THEREOF WITH OR WITHOUT VOTING RIGHTS.
Mark box at right if comments or address change have been / /
noted on the reverse side of this card.
Please be sure to sign and date this Proxy. Date
- ---------------------------------------------------
Shareholder sign here Co-owner sign here
</TABLE>
