<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. )
Filed by the registrant [X]
Filed by a party other than the registrant [ ]
Check the appropriate box:
[X] Preliminary 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)
- -------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the 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)(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
April 24, 1997
To Our Shareholders:
You are cordially invited to attend the 1997 Annual Meeting of Shareholders
of First Independence Corporation, which will be held at 6:00 p.m. on Thursday,
June 5, 1997, 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, 1996, as filed with the Securities and Exchange
Commission, also is enclosed.
At the meeting, shareholders will: 1) elect eight (8) 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
THURSDAY, JUNE 5, 1997
The 1997 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 Thursday, June
5, 1997, at 6:00 p.m., for the following purposes:
(1) To elect 8 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
March 28, 1997, 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
April 24, 1997
<PAGE> 4
FIRST INDEPENDENCE CORPORATION
44 MICHIGAN AVENUE
DETROIT, MICHIGAN 48226
(313) 256-8400
______________
PROXY STATEMENT
DATED APRIL 24, 1997
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD
JUNE 5, 1997
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
Thursday, June 5, 1997 (the "Annual Meeting").
This Proxy Statement is being mailed on or about April 24, 1997 to all
holders of record of Common Stock as of the close of business on March 28, 1997.
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 8 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 March 28, 1997, 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 March 28, 1997, 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 March 28, 1997.
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 197,119 58.53
Stock 5840 Second Avenue
Detroit, Michigan 48202
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 5840 Second Avenue
Detroit, Michigan 48202
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 Dearborn Capital Corp. 89.000 16.81
Preferred P.O. Box 1729
(Series 1994-1) Dearborn, Michigan
Class C Don Davis 88.500 16.71
Preferred 5840 Second Avenue
(Series 1994-1) Detroit, Michigan 48202
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 7.64
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, 1996, 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 March 28, 1997, 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, 1997.
ELECTION OF DIRECTORS
NOMINEES FOR BOARD OF DIRECTORS
The Board has established the number of directors at eight, but the
Board may change the number from time to time. The eight 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 63.28 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.
All of the nominees for election to the Board of Directors are
currently members of the Corporation's Board
3
<PAGE> 7
and of the Board of Directors of the Corporation's subsidiary bank, First
Independence National Bank of Detroit (the "Bank"). 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 March 28, 1997, 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 ............................... 1996 35 334 *
Team Leader, Capacity Strategy and
Production Planning Department (1994-
Present), Staff, Treasurer's Office
(1989 - 1994), Chrysler Corporation,
motor vehicle manufacturer.
Don Davis ................................ 1980 58 198,455(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 ......................... 1996 58 334 *
President, Garmo & Co., P.C.,
Certified Public Accountants (1975 -
Present).
Dr. Charles E. Morton..................... 1969 71 3,700(b)(c) *
Emeritus Pastor, Metropolitan Baptist
Church; Adjunct Professor of
Philosophy, Oakland University.
Jamal Shallal ............................ 1996 57 334 *
Executive Vice President, Lincorp
Research, Inc., a management consulting
and investment management firm (1985 -
Present).
Dennis H. Silber.......................... 1980 57 5,124(b)(c) *
Vice President and Chief Executive
Officer, Fred Silber Co., distributor
of merchandise for outdoor amusement
and promotional industries.
</TABLE>
4
<PAGE> 8
<TABLE>
<S> <C> <C> <C> <C>
Gerald Van Wyke........................... 1989 53 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);
Alan C. Young ............................ 1996 42 334 *
Managing Director, Alan C. Young &
Associates, P.C. (1983 - Present).
All directors and officers
as a group (9 persons including 213,092 63.28
those named above)
</TABLE>
(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.
*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, 1996, 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 Finance Manager 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 President during 1996. The Corporation
and Bank had no other executive officer who received total annual salary and
bonus exceeding $100,000 in 1994 - 1996.
<TABLE>
<CAPTION>
Principal
Name Position Year Salary Bonus
- ---- -------- ---- ------ -----
<S> <C> <C> <C> <C>
Don Davis Chairman of the 1996 $131,462 -
Board of Directors 1995 $106,848 -
of the Corporation
and the Bank; Interim
President and Chief
Executive Officer
since 1996
Richard W. Shealey* President and 1995 129,909 -
Chief Executive 1994 119,000 -
Officer and
Director of the
Corporation and
the Bank
</TABLE>
__________________________________________________
* Richard W. Shealey's employment by the Bank terminated February 23, 1996.
6
<PAGE> 10
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 and the Bank did not grant any stock options in 1996 and no officer
or director exercised any options previously granted to him or her.
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, 1996, there were 3,845 shares allocated
under the Plan to Don Davis' account. No contributions were made to the plan
during 1996.
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 March 28, 1997, 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 1996 was composed of Dr. Charles E. Morton
and Gerald Van Wyke and, after the 1996 annual meeting, Messrs. Young and
Garmo also were members. 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 1996, the Committee held 11 meetings.
The Executive Committee was composed of Don Davis, Dr. Charles Morton,
Gerald Van Wyke, Jamal Shallal, 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 Corporation's and the Bank's Board between Board meetings. The
Executive Committee met 11 times in 1996.
The Personnel/Internal Affairs Committee functions as a compensation and
nominating committee and was composed of Dennis H. Silber, Barry Clay, 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 1996. 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 1996 are Don Davis, Dr.
Charles Morton, Gerald Van Wyke, and Jamal Shallal. The Compliance Committee
met 3 times in 1996.
In 1996, the Board of Directors of the Corporation met 10 times and the
Board of the Bank met 10 times. Each incumbent member of the Board, except
Directors Silber, Whitten, Young, Garmo and Shallal 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 1996.
INTEREST IN CERTAIN TRANSACTIONS
In the ordinary course of its business, the Bank had during 1996, 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
7
<PAGE> 11
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 collectibility or present other unfavorable
features.
INDEPENDENT AUDITORS
The Board of Directors has selected Crowe, Chizek & Company, L.L.P., as
its independent auditors for 1997 as it did 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.
During September and October, 1996, the Corporation's Audit Committee
recommended solicitation of proposals from several independent accountants for
the 1996 audit in an effort to reduce costs. The Audit Committee recommended
that Crowe, Chizek and Company, LLP, serve as the Corporation's independent
accountants for 1996 after reviewing competitive proposals from certain firms.
The selection of Crowe, Chizek and Company, LLP, was approved by the Board of
Directors on October 21, 1996.
The Corporation has never previously consulted Crowe, Chizek and
Company with respect to the application of any accounting principle to any
specific transaction, nor with respect to any other matter.
Coopers and Lybrand, LLP was the Corporation's independent accountant
from 1986 through 1995. There have not been, during the most recent two fiscal
years nor during any subsequent interim period through October 21, 1996, when
Crowe, Chizek and Company was selected by the Board of Directors, nor during
any prior period, any disagreement between Coopers and Lybrand and the
Corporation or other matters or events required to be reported pursuant to Item
304(a)(1)(iv) and (v) of Regulation S-K between such parties on any matter of
accounting principles or practices, financial statement disclosure or auditing
scope or procedure. Furthermore, the reports by Coopers and Lybrand on the
Corporation's financial statements for each of the last two fiscal years did
not contain an adverse opinion or a disclaimer of opinion, nor were they
qualified nor modified as to uncertainty, audit scope, or accounting
principles. The report for fiscal year 1995 contained a paragraph which
emphasized certain disclosures in the footnotes to the financial statements. A
copy of that report is set forth at page 41 of the 10-KSB filed June 28, 1996
for fiscal year 1995. There were no disagreements between the Corporation and
Coopers and Lybrand regarding that paragraph. Coopers and Lybrand did not
resign or decline to stand for re-election. It was not selected as independent
accountant for 1996 based on the Audit Committee's evaluation of the competing
proposals. In a letter dated November 5, 1996, attached as Exhibit 16 to the
Corporation's Form 8-K/A filed November 5, 1996, Coopers and Lybrand agreed
with the statements concerning their firm as set forth above.
PROPOSALS BY SHAREHOLDERS
Proposals by shareholders of the Corporation intended to be presented at
the next annual shareholders' meeting to be held in 1998 must be received by
the Corporation no later than January 31, 1998. 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 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, Silber and Van
Wyke filed such reports late with respect to the stock options awarded to them
on September 25, 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.
8
<PAGE> 12
FIRST INDEPENDENCE CORPORATION
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
FOR THE ANNUAL SHAREHOLDERS' MEETING, THURSDAY, JUNE 5, 1997
I, the undersigned shareholder of the First Independence Corporation,
hereby appoint Don Davis, Alan C. Young, 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 March 28, 1997, at the
annual meeting of the shareholders to be held on Thursday, June 5, 1997 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 April 24, 1997 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> 13
<TABLE>
<S> <C>
[ ] PLEASE MARK VOTES AS IN THIS EXAMPLE
1. ELECTION OF DIRECTORS [ ] FOR [ ] WITHHOLD AUTHORITY [ ] FOR ALL EXCEPT
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 April 24, 1997 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.
Please be sure to sign and date this Proxy. Date
_________________________________________________________________
Shareholder sign here Co-owner sign here
</TABLE>
10
