<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)
FIRST INDEPENDENCE CORPORATION
- -------------------------------------------------------------------------------
(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:
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<PAGE> 2
FIRST INDEPENDENCE
CORPORATION
44 MICHIGAN AVE., DETROIT, MICHIGAN 48226
TELEPHONE 313-256-8400
April 30, 1998
To Our Shareholders:
You are cordially invited to attend the 1998 Annual Meeting of
Shareholders of First Independence Corporation, which will be held at 6:00 p.m.
on Thursday, June 4, 1998, 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, 1997, as filed with the Securities and
Exchange Commission, also is enclosed.
At the meeting, shareholders will: 1) elect seven (7) 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 4, 1998
The 1998 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
4, 1998, at 6:00 p.m., for the following purposes:
(1) To elect seven (7) 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 31, 1998, 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 30, 1998
<PAGE> 4
FIRST INDEPENDENCE CORPORATION
44 MICHIGAN AVENUE
DETROIT, MICHIGAN 48226
(313) 256-8400
--------------
PROXY STATEMENT
DATED APRIL 30, 1998
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD
JUNE 4, 1998
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 4, 1998 (the "Annual Meeting").
This Proxy Statement is being mailed on or about April 30, 1998 to all
holders of record of Common Stock as of the close of business on March 31, 1998.
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 7 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 31, 1998, 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 31, 1998, 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 31, 1998.
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 197,180 58.55
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 off
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, 1997, 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 31,
1998, 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.
ELECTION OF DIRECTORS
NOMINEES FOR BOARD OF DIRECTORS
The Board has established the number of directors at seven, but the
Board may change the number from time to time. The seven 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 60.15
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.
3
<PAGE> 7
All of the nominees for election to the Board of Directors 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 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 31, 1998, 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 36 334 *
President, Barclay Mortgate Funding Group
(1997 to present), mortgage lender; Team
Leader, Capacity Stragegby and Production
Planning Department (1994-1997).
Don Davis ................................ 1980 59 197,180(b) 58.55
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 59 334 *
President, Garmo & Co., P.C.,
Certified Public Accountants (1975 -
Present).
Dr. Charles E. Morton.................... 1969 72 3,700(b)(c) *
Emeritus Pastor, Metropolitan Baptist
Church; Adjunct Professor of
Philosophy, Oakland University.
Jamal Shallal ............................ 1996 58 334 *
Executive Vice President, Lincorp
Research, Inc., a management consulting
and investment management firm (1985 -
Present).
Geneva J. Williams........................ 1997 49 334 *
Executive Vice President and Chief
Operating Officer, United Way Community
Services, Detroit, Michigan (1995-present);
President and Chief Executive Officer,
</TABLE>
4
<PAGE> 8
United Community Services of Metropolitan
Detroit (1991-1995)
<TABLE>
<S> <C> <C> <C>
Alan C. Young ............................ 1996 43 334 *
Managing Director, Alan C. Young &
Associates, P.C. (1983 - Present).
All directors and officers
as a group (10 persons including 202,550 60.15
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.
(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, 1997, 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 1995 - 1997.
<TABLE>
<CAPTION>
Principal
Name Position Year Salary Bonus
- ---- --------- ---- ------ -----
<S> <C> <C> <C> <C>
Don Davis Chairman of the 1997 $148,293 -
Board of Directors 1996 $131,462 -
of the Corporation
and the Bank; Interim
President and Chief
Executive Officer
since 1996
Richard W. Shealey* President and 1995 129,909 -
Chief Executive
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, 1997, there were 3,845 shares allocated
under the Plan to Don Davis' account. No contributions were made to the plan
during 1997.
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 31, 1998, there were 64,352
shares available for option under the Plan and options were outstanding and
unexercised for 3,000 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 1997 was composed of Dr. Charles E. Morton
and Gerald Van Wyke, a prior director who resigned in September, 1997, and
Messrs. Shallal, Young and Garmo. 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 1997, the Committee held 10 meetings.
The Executive/Compliance Committee was composed of Don Davis, Dr.
Charles Morton, Gerald Van Wyke until September, 1997, and Georgis Garmo and
Barry Clay. 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 10 times in 1997.
The Personnel/Internal Affairs Committee functions as a compensation
and nominating committee and was composed of Messers. Clay, Davis, Garmo and Dr.
Morton. 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 1997. The
Committee does not consider nominees for director recommended by security
holders of the Corporation.
In 1997, 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, 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 1997.
7
<PAGE> 11
INTEREST IN CERTAIN TRANSACTIONS
In the ordinary course of its business, the Bank had during 1997, 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 collectibility or present other unfavorable features.
The Corporation and Bank during 1997, retained the law firm of Feikens,
Stevens, Kennedy, Hurley & Galbraith, P.C., for legal services. Mr. Van Wyke, a
director until September, 1997, is an attorney with that firm.
INDEPENDENT AUDITORS
The Board of Directors has selected Crowe, Chizek & Company, L.L.P., as
its independent auditors for 1998 as it did for 1997. 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 & 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(as)(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 1999 must be received by
the Corporation no later than January 31, 1999. 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
8
<PAGE> 12
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. 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 of Section
16(a) filing requirements applicable to its officers, directors, and greater
than ten-percent beneficial owners were complied with during the past two years.
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, THURSDAY, JUNE 4, 1998
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 31, 1998, at the
annual meeting of the shareholders to be held on Thursday, June 4, 1998 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 30, 1998 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
|_| 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, GENEVA J. WILLIAMS, 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 30, 1998 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
11
