<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:
/ / Preliminary proxy statement
/X/ Definitive proxy statement
/ / Definitive additional materials
/ / Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
SUFFOLK BANCORP
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
SUFFOLK BANCORP
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(Name of Person(s) Filing Proxy Statement)
Payment of filing fee (Check the appropriate box):
/X/ $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2).
/ / $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:
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(2) Aggregate number of securities to which transactions applies:
- --------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:1
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(4) Proposed maximum aggregate value of transaction:
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/ / 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 registrations statement number, or
the form or schedule and the date of its filing.
(1) Amount previously paid:
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(2) Form, schedule or registration statement no.:
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(3) Filing party:
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(4) Date filed:
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- ---------------
(1)Set forth the amount on which the filing fee is calculated and state
how it was determined.
<PAGE> 2
SUFFOLK BANCORP
6 West Second Street
Riverhead, New York 11901
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
March 11, 1994
To Shareholders of Suffolk Bancorp:
Notice is hereby given that the annual meeting of shareholders of Suffolk
Bancorp, a New York corporation (the "Company"), will be held at the FOX HILL
GOLF & COUNTRY CLUB, Oakleigh Avenue, Baiting Hollow, New York, on Tuesday,
April 12, 1994 at 1:00 P.M. for the purpose of considering and voting upon the
following matters:
1. The election of three directors to hold office for a term of three
years, and until their successors have been duly elected and
qualified.
2. The approval of the Board of Directors' selection of independent
auditors for the year ending December 31, 1994.
3. Any other business which may be properly brought before the meeting
or any adjournment thereof.
By Order of the Board of Directors
DOUGLAS IAN SHAW
Corporate Secretary
PLEASE SIGN AND RETURN THE ENCLOSED PROXY AS QUICKLY AS POSSIBLE, WHETHER YOU
PLAN TO ATTEND THE MEETING IN PERSON OR NOT. YOU MAY WITHDRAW YOUR PROXY AT
ANY TIME PRIOR TO THE EXERCISE OF THE PROXY AT THE MEETING BY GIVING WRITTEN
NOTICE TO THE SECRETARY OF THE COMPANY.
<PAGE> 3
SUFFOLK BANCORP
6 West Second Street
Riverhead, New York 11901
PROXY STATEMENT FOR
ANNUAL MEETING OF SHAREHOLDERS
April 12, 1994
This proxy statement is furnished in connection with the
solicitation by the Board of Directors of Suffolk Bancorp, a New York
corporation (the "Company"), of proxies to be voted at the annual meeting of
shareholders to be held at 1:00 P.M. on Tuesday, April 12, 1994 at the Fox Hill
Golf & Country Club, Oakleigh Avenue, Baiting Hollow, New York. This proxy
statement and the form of proxy are first being sent to shareholders on March
11, 1994. Any shareholder executing a proxy which is solicited hereby has the
power to revoke it. Revocation may be made effective by giving written notice
to the Secretary of the Company at any time prior to the exercise of the proxy.
Proxies will be solicited by mail. They also may be solicited
by directors, officers, and regular employees of the Company as well as those
of The Suffolk County National Bank (the "Bank") and Island Computer
Corporation of New York which are wholly owned subsidiaries of the Company,
personally or by telephone or telegraph, but such persons will receive no
additional compensation for such services. Copies of proxy material will be
furnished to brokerage houses, fiduciaries, and custodians to be forwarded to
the beneficial owners of the Company's common stock. The Company will bear all
costs of soliciting proxies.
As of March 4, 1994, there were 3,396,909 shares of common
stock, $5.00 par value, of the Company outstanding. Only holders of record of
such stock at the close of business on March 4, 1994 are entitled to notice of
and to vote at the annual meeting. Each shareholder of record on that date is
entitled to one vote for each share held.
PRINCIPAL SHAREHOLDERS OF THE COMPANY
To the knowledge of the Company, no person owns, of record or
beneficially, more than five percent of the outstanding shares of common stock
of the Company as of March 4, 1994.
SHAREHOLDER PROPOSALS
Shareholder proposals to be considered for inclusion in the
proxy statement and considered at the annual meeting must be submitted on a
timely basis. Proposals for the 1995 annual shareholders' meeting must be
received by the Company at its principal executive offices no later than
November 11, 1994. Any such proposals, as well as any questions related
thereto, should be directed to the Secretary of the Company.
ITEM 1. ELECTION OF DIRECTORS AND INFORMATION WITH RESPECT TO DIRECTORS
AND OFFICERS
The first item to be acted upon at the meeting of shareholders
is the election of three directors to hold office for three years, and until
their successors shall have been duly elected and qualified.
The By-Laws of the Company provide that the total number of
directors may be fixed by resolution of the Board of Directors. At present, the
Board has fixed the number of directors at eight. The By-Laws further provide
that the directors shall be divided into three classes, as nearly equal as
possible, with terms of office of each class expiring at the end of consecutive
years.
After the merger with Hamptons Bancshares, Inc., it is
anticipated that two additional directorships will be created and filled until
the annual meeting in 1995 by two former Hamptons Bancshares, Inc. directors.
All proxies which are received by the Board of Directors
conferring authority to so vote in the election of directors will be voted FOR
the three nominees listed below. All proxies received will be voted in
accordance with specific instructions contained therein. In the event any
nominee declines or is unable to serve, it is intended that the proxies will be
voted for a successor nominee designated by the Board of Directors. Each of
the three nominees has consented to being named in this proxy statement and to
serve if elected, and the Board of Directors knows of no reason to believe that
any nominee will decline or be unable to serve, if elected. The other five
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<PAGE> 4
members of the Board of Directors, who are listed below, are presently expected
to continue to serve on the Board until their respective terms expire.
The following information is provided with respect to the
nominees for directors to be elected at this annual meeting of shareholders and
the directors of the Company whose terms of office continue after this annual
meeting of shareholders of the Company.
NOMINEES FOR DIRECTOR AND DIRECTORS CONTINUING IN OFFICE
<TABLE>
<CAPTION>
Shares of
Common Stock
Owned
Position Served As Present Beneficially
and Offices Business Experience Director Term as of % of
Name 1/ Age With Company During Past 5 Years 2/ Since Expires 3/04/93 4/ Class
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
NOMINEES FOR A TERM OF THREE YEARS:
Hallock Luce 3rd 72 Director Vice President, Lupton & Luce, Inc. 1984 1994 47,266 1.39%
(general insurance)
Raymond A. Mazgulski 70 Chairman and Chairman, The Suffolk County 1984 1994 7,972 0.23%
Director National Bank
Peter Van de Wetering 62 Director President, Van de Wetering 1985 1994 17,110 0.50%
Greenhouses (wholesale nursery)
DIRECTORS CONTINUING IN OFFICE:
Joseph A. Deerkoski 59 Director President, See Neefus, Inc. 1987 1996 14,674 0.43%
(general insurance)
Edward J. Merz 62 President, President and Chief Executive 1984 1996 11,223 0.33%
Chief Executive Officer, The Suffolk County
Officer and National Bank; Chairman & Director,
Director Island Computer Corporation
of New York, Inc. 3/
Edgar F. Goodale 40 Director President, Riverhead 1989 1995 4,594 0.13%
Building Supply, Inc.
J. Douglas Stark 62 Director President, Stark Mobile Homes, 1984 1995 37,178 1.09%
Inc. (manufactured housing
community)
Howard M. Finkelstein 63 Director Partner, Smith, Finkelstein, 1984 1995 25,571 0.75%
Lundberg, Isler, and Yakaboski
(attorneys and general counsel
for the Bank)
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</TABLE>
1/ All of the nominees and all of the directors continuing in
office are also directors of the Bank. Of the nominees
and directors continuing in office, only Edward J. Merz has
been, within the Company's last fiscal year, an executive
officer of the Company.
2/ The business experience of each director during the past five
years was that typical of a person engaged in the principal
occupations for that period listed for each. Each of the
directors has held the same or another executive position with
the same employer during the past five years.
3/ Island Computer Corporation of New York, Inc. is a bank
service corporation wholly owned by Suffolk Bancorp which
supplies computer services to banks. Its Board of Directors is
non-salaried and consists of directors of Suffolk Bancorp and
officers of The Suffolk County National Bank.
4/ Included are the following shares in which directors disclaim
beneficial ownership: Joseph A. Deerkoski - 3,580 shares owned
by Patricia B. Deerkoski, wife; Howard M. Finkelstein - 5,184
shares owned by Deonne C. Finkelstein, wife; J. Douglas Stark
- 7,940 shares owned by Michele Stark, daughter, and 7,940
shares owned by Tracy Stark, daughter; Peter Van de Wetering -
1,681 shares owned by Joanna Van de Wettering, wife.
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<PAGE> 5
The primary business of the Company is the operation of The
Suffolk County National Bank. The directors of the Company met fifteen times
during the fiscal year ended December 31, 1993, and its Audit Committee met
three times. The Board of The Suffolk County National Bank met thirteen times,
and its Personnel Committee met six times in 1993. No director attended fewer
than 75 percent of the meetings of the Board of the Company and its committees,
or of the Bank and its committees.
The Boards of the Company and the Bank have standing Audit and
Personnel Committees composed as follows:
The Audit Committee consists of Messrs. J. Douglas Stark,
Hallock Luce 3rd, Joseph A. Deerkoski, and Edgar F. Goodale.
This committee reviews the internal audit controls and
procedures and the financial affairs of the Company and the
Bank, and reports the results to the Board. Additionally, the
committee reviews the certified examination prepared by the
independent auditors who also provide certain tax preparation
services.
The Personnel Committee consists of Messrs. Hallock Luce
3rd, J. Douglas Stark, and Howard M. Finkelstein. This
committee, at least annually, reviews salaries, benefits and
employment policies of the Company and the Bank and makes
recommendations to the Board.
The Company does not have a Nominating Committee.
COMPENSATION
The following table sets forth the cash compensation paid to
the CEO and each of the four highest paid executive officers of the Company
whose salary and bonus exceeded $100,000 as accrued for the fiscal year ended
December 31, 1993.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Long Term Compensation
---------------------------------
Annual Compensation Awards Payouts
- -----------------------------------------------------------------------------------------------------------------------------------
(a) (b) (c) (d) (e) (f) (g) (h) (i)
Restricted All Other
Other Annual Stock Options/ LTIP Compen-
Name and Salary Bonus Compensation Award(s) SARs Payouts sations
Principal Position Year ($) ($) ($) ($) (#) ($) ($) 1/
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Edward J Merz, 1993 $235,000 $41,000 n/a n/a 2062 n/a n/a
President and 1992 228,700 40,641 n/a n/a n/a n/a $6,636
Chief Executive Officer 1991 220,500 -0- - - - - n/a
Augustus C. Weaver 1993 $109,200 $15,000 n/a n/a 1091/264 n/a n/a
President, Island Computer 1992 116,086 20,165 n/a n/a n/a n/a -
1991 112,195 -0- - - - - n/a
Victor F. Bozuhoski, Jr. 1993 $123,550 $20,000 n/a n/a 1026 n/a n/a
Executive Vice-President, 1992 115,850 20,350 n/a n/a n/a n/a 4,122
Treasurer, 1991 109,850 -0- - - - - n/a
and Chief Financial Officer
John F. Hanley 1993 $100,276 $20,000 n/a n/a 936/417 n/a n/a
Senior Vice President 1992 94,600 22,410 n/a n/a n/a n/a n/a
Robert C. Dick 1993 $ 91,816 $15,000 n/a n/a 780/348 n/a n/a
Senior Vice President
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
1/ Includes (a) above-market or preferential earnings on deferred
compensation, and (b) company contributions to 401(K) plan.
-3-
<PAGE> 6
STOCK OPTION AND OTHER PLANS
The Company has in effect two stock option plans for its
employees and employees of its subsidiaries. The plans are an incentive stock
option plan (the "Incentive Stock Option Plan") and a non-qualified stock
option plan (the "Non-Qualified Plan"). Under the Plans, options to purchase up
to 330,000 shares of Common Stock may be issued. As of March 4, 1994, options
for 313,503 shares remain to be granted.
Under the Plans, key employees are granted options to purchase
Common Stock of the Company at a price equal to the fair market value of the
shares on the date that the option is granted. Almost all of the Company's 323
employees could qualify as key employees, but the Personnel Committee granted
options to 25 employees. The Personnel Committee of the Board of Directors
determines the optionee, the number of shares covered by the options, and the
exercise price of options granted under the Plans. The options issued expire,
to the extent not exercised, on the fifth anniversary of the date on which it
was granted, or on termination of the employment of the optionee unless the
termination resulted from death, disability, or retirement. In those events,
the option expires in two years, one year, and three months after termination
of employment, respectively. The exercise price may be paid either in cash or
by delivery of shares of the Company's Common Stock, valued at the market
price. Optionees may also be given stock appreciation rights in connection with
the option. The Personnel Committee may, in its discretion, establish
provisions for the exercise of stock options different from those described in
this paragraph. Copies of the Plans are available upon shareholder request.
The following table details options and stock appreciation
rights granted to executive officers.
OPTION/SAR EXERCISES AND YEAR-END VALUE TABLE
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR, AND FY-END OPTION/SAR
VALUE
<TABLE>
<CAPTION>
(a) (b) (c) (d) (e)
Value of
Number of Unexercised
Unexercised In-the-Money
Options/SARs at Options/SARs at
FY-End (#) FY-End ($)
Shares Acquired Value
Name on Exercise (#) Realized ($) Exercisable Exercisable 1/
- --------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Edward J. Merz 2,062 22,434.56 -0- -0-
Augustus C. Weaver 764 9,142.82 -0- -0-
Victor F. Bozuhoski, Jr. 577 5,556.51 449 $ 4,099.37
John F. Hanley 417 10,417.67 -0- -0-
Robert C. Dick 348 8,681.40 -0- -0-
- --------------------------------------------------------------------------------------------------------------------------
</TABLE>
1/ Market value of underlying securities at year-end, minus the base price.
-4-
<PAGE> 7
COMPENSATION PURSUANT TO PLANS
The Company has a defined-benefit pension plan. It is the
only form of contingent remuneration. It is non-contributory and is applicable
to all officers and employees after one year of service and attainment of age
21. Annual Retirement Allowance is equal to 1 3/4 percent of Average
Compensation times Creditable Service up to 35 years, plus 1 1/4 percent of
Average Compensation times Creditable Service in excess of 35 years (up to 5
such years), less .49% of the Final Three Year Average Compensation (limited to
Covered Compensation) times Creditable Service up to 35 years. "Average
Compensation" is the average of compensation during the five consecutive years
of employment affording the highest such average. "Covered Compensation" is the
average of the Social Security taxable wage base for the 35 years ending with
the year an individual attains Social Security Retirement Age. Vesting is 100%
after five years of service from employment. The total pension plan expense for
all officers and employees for 1993 was $312,032.
<TABLE>
<S> <C>
The table to the right presents the APPROXIMATE ANNUAL RETIREMENT BENEFITS BASED ON
estimated retirement benefits payable under the AVERAGE ANNUAL EARNINGS FOR HIGHEST FIVE
Plan based on selected compensation amounts and CONSECUTIVE YEARS
years of service, after deducting Social Security
Benefits. Average 15 Years of 25 Years of 35 Years of
Earnings Service Service Service
---------------------------------------------------
$ 50,000 $ 11,455 $ 19,092 $ 26,729
100,000 24,580 40,967 57,354
Only those directors who are also 150,000 37,750 62,842 87,979
executive officers of the Company participate in 200,000 50,830 84,717 112,820
the plan. 228,860 58,406 97,344 112,820
235,840 60,238 110,397 112,820
---------------------------------------------------
</TABLE>
The single plan maximum benefit limit under Internal Revenue
Code Section 415 as of January 1, 1993, $115,641 ($112,820 under the Normal
Form of Payment for a Single Participant), is reflected in the benefits. The
maximum annual compensation allowed under a qualified plan, $235,840 for 1993,
is also reflected in the calculations.
<TABLE>
<CAPTION>
Name of Officer Capacities In Which Served Years of Creditable Service
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Edward J. Merz President and Chief Executive Officer 18
Victor F. Bozuhoski, Jr. Executive Vice-President, 28
Treasurer, and Chief Financial Officer
Augustus C. Weaver President, Island Computer 7
John F. Hanley Senior Vice-President 22
Robert C. Dick Senior Vice-President 13
- ----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
-5-
<PAGE> 8
Directors and executive officers of the Company and the Bank,
who as a group total 14, beneficially own 173,680 shares of common stock which
is 5.11 percent of the outstanding shares of common stock of the Company as of
March 4, 1994.
BENEFICIAL INTEREST OF EXECUTIVE OFFICERS
<TABLE>
<CAPTION>
# of beneficially % of total shares
Name Position Held owned shares outstanding
- ----------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Edward J. Merz President,CEO and 11,223 0.33%
Director
Victor F. Bozuhoski, Jr. Executive Vice-President 2,916 0.08%
Treasurer and CFO
Augustus C. Weaver President, Island Computer 781 0.02%
John F. Hanley Senior Vice President 2,407 0.07%
Robert C. Dick Senior Vice President 791 0.02%
- ----------------------------------------------------------------------------------------------
</TABLE>
DIRECTORS' COMPENSATION
With the exception of directors' fees described below,
directors of the Company are not compensated in any way for their services. All
directors of the Bank receive an annual fee of $15,000 for their services. All
directors of the Bank, except Messrs. Mazgulski and Merz, also receive $750 per
meeting of the Finance Committee and $600 per meeting of any other committee of
which each may be a member.
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<PAGE> 9
The following table compares the total return to shareholders
of Suffolk Bancorp with the NASDAQ Market Index, and a group of 180 national
commercial banks, both of which Suffolk Bancorp is a part.
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN
AMONG SUFFOLK BANCORP, NASDAQ MARKET INDEX AND
ONE-HUNDRED-EIGHTY NATIONAL COMMERICAL BANKS*
<TABLE>
<CAPTION>
- -------------------------- FISCAL YEAR ENDING --------------------------------
COMPANY 1988 1989 1990 1991 1992 1993
<S> <C> <C> <C> <C> <C> <C>
SUFFOLK BANCORP 100 101.92 64.58 82.05 187.64 222.81
PEER GROUP 100 119.88 83.44 131.91 183.18 204.08
BROAD MARKET 100 112.89 91.57 117.56 118.71 142.40
</TABLE>
*Source Media General Financial Services
ASSUMES $100 INVESTED ON JANUARY 1, 1989
ASSUMES DIVIDEND REINVESTED
FISCAL YEAR ENDING DECEMBER 31, 1993
TRANSACTIONS WITH DIRECTORS, EXECUTIVE OFFICERS AND ASSOCIATES
Some of the nominees, directors continuing in office, and
executive officers of the Company, as well as members of their immediate
families and the corporations, organizations, trusts, and other entities with
which they are associated, are also customers of the Bank in the ordinary
course of business, or are indebted to the Bank
-7-
<PAGE> 10
in respect to loans of $60,000 or more, and it is anticipated that such persons
and their associates will continue to be customers of and indebted to the Bank
in the future. All such loans, however, were made in the ordinary course of
business, did not involve more than normal risk of collectibility or present
other unfavorable features, and were made on substantially the same terms,
including interest rates and collateral, as those prevailing at the same time
for comparable transactions with unaffiliated persons. At present, none of
these loans to nominees, directors, executive officers, or their associates is
non-performing.
Outside of normal customer relationships, none of the
directors or officers of the Company or their associates currently maintains or
has maintained within the past 12 months any significant business or personal
relationship with the Company or the Bank other than such as arises by virtue
of position or ownership interest in the Company or the Bank except for the
following: The law firm of Smith, Finkelstein, Lundberg, Isler & Yakaboski, of
which Director Finkelstein is a partner, has been employed by the Bank during
the past fiscal year as general counsel and was paid $75,721.91. It is
anticipated that the Bank will employ this law firm on a similar basis in the
future. The insurance firm of See Neefus, Inc., in which Director Deerkoski has
an equity interest, was paid $169,871.67 for insurance premiums on various
commercial and liability policies.
ITEM 2. APPROVAL OF INDEPENDENT AUDITORS
KPMG Peat Marwick, Certified Public Accountants, were the
auditors for the Company and the Bank for the year ended December 31, 1993 and
the Board of Directors has selected them as auditors for the year ending
December 31, 1994. A resolution will be presented to the meeting to approve the
selection by the Board of Directors of said accountants as independent
auditors. The auditors will report on the consolidated financial statements of
the Company for the current fiscal year and perform such other non-audit
services as may be required of them. A representative of KPMG Peat Marwick will
be present at the shareholders meeting. This representative will have an
opportunity to make a statement, if he so desires, and will be available to
respond to appropriate questions from the shareholders.
The affirmative vote of the holders of a majority of the
shares present in person or represented by proxy and entitled to vote is
required for approval of the Board of Directors' selection of independent
auditors for the year ending December 31, 1994. The Board of Directors
recommends a vote FOR this proposal, which is Item 2 on the proxy card.
OTHER MATTERS
The Board of Directors of the Company is not aware of any
other matters that may come before the meeting. However, the proxies may be
voted with discretionary authority with respect to any other matters that may
properly come before the meeting.
Date: March 11, 1994
By Order of the Board of Directors
DOUGLAS IAN SHAW
Corporate Secretary
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<PAGE> 11
SUFFOLK BANCORP
PROXY FOR THE ANNUAL MEETING OF SHAREHOLDERS - APRIL 12, 1994
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoint(s) LEONE W. CORWIN
and JAMES F. SAUER as proxies, each with the power
to appoint his substitute, and hereby authorizes
them to represent and to vote, as designated on the
matters shown on the reverse side in the manner
directed, and upon any other matter which may
properly come before the meeting, all the shares of
common stock of Suffolk Bancorp held on record by
the undersigned on March 4, 1994 at the annual
meeting of shareholders to be held on
April 12, 1994, or any adjournment thereof. The
undersigned hereby revokes any proxy previously
given.
(continued and to be signed on reverse side)
<PAGE> 12
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE,
THIS PROXY WILL BE VOTED FOR PROPOSALS 1 AND 2.
1. ELECTION OF DIRECTORS
To vote your shares for all director nominees, mark the "FOR" box. To withhold
voting for all nominees, mark the "WITHHOLD" box. If you wish your shares
voted "FOR" one or more nominees, but not all, mark the "EXCEPTION" box and
enter the name(s) of the exception(s) in the space provided.
NOMINEES: Hallock Luce 3rd, Raymond A. Mazgulski,
Peter Van de Wetering
FOR WITHHOLD EXCEPTION
/ / / / / /
Exceptions:
- -------------------------------------------------
- -------------------------------------------------
2. PROPOSAL TO APPROVE THE APPOINTMENT OF KPMG PEAT MARWICK as the independent
public accountants of the Company.
FOR AGAINST ABSTAIN
/ / / / / /
NO OFFICER OR EMPLOYEE OF THE COMPANY MAY BE NAMED AS PROXY.
Please sign exactly as name appears on reverse side.
DATED:-------------------------------------,1994
- -------------------------------------------------
Signature
- -------------------------------------------------
Signature if held jointly
When shares are held by joint tenants, both should sign. When signing as
attorney, as executor, administrator, trustee or guardian, please give full
title as such. If a corporation, please sign in full corporate name by
president or other authorized officer. If partnership, please sign in
partnership name by authorized person.
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY FORM PROMPTLY USING THE ENCLOSED
ENVELOPE.
