<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:
<TABLE>
<S> <C>
[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
</TABLE>
First Liberty Financial Corp.
- --------------------------------------------------------------------------------
(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)(1) 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 LIBERTY FINANCIAL CORP LOGO)
December , 1998
Dear Stockholder:
You are invited to attend our Annual Meeting of Stockholders to be held on
January 27, 1999, in Macon, Georgia, at the time and place shown in the attached
notice. As we do at the meeting every year, in addition to considering the
matters described in the proxy statement, we will review our 1998 business
results and other matters of interest to our stockholders.
We hope that you will attend the meeting in person, but even if you plan to
do so, we encourage you to please vote your shares ahead of time by using the
enclosed proxy card. This will ensure that your First Liberty stock will be
represented at the meeting. If you attend the meeting and prefer to vote in
person, you may do so. The attached proxy statement explains more about proxy
voting. Please read it carefully.
Also enclosed is our regulatory Annual Report on Form 10-K, as filed with
the SEC. It contains more information than has been sent to you in the past. Our
summary annual report in the form that we have sent to stockholders in prior
years will be available on request in mid-January. If you would like a copy,
please call (912) 743-0911 and request one.
We are pleased to let you know that the summary annual report will also be
available next month on our website, www.firstlibertybank.com.
We look forward to your participation.
Sincerely,
Robert F. Hatcher
President and
Chief Executive Officer
<PAGE> 3
(FIRST LIBERTY FINANCIAL CORP LOGO)
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
OF FIRST LIBERTY FINANCIAL CORP.
<TABLE>
<S> <C>
DATE: Wednesday, January 27, 1999
TIME: 2:00 p.m.
PLACE: Ballroom
Crowne Plaza Hotel
108 First Street
Macon, Georgia
</TABLE>
MATTERS TO BE VOTED ON:
- Election of four directors
- Proposal to amend our articles of incorporation to increase authorized
common stock to 100,000,000 shares
- Any other matters that may be properly brought before the meeting
Only stockholders of record at the close of business on December 15, 1998
may vote at the meeting.
Your vote is important. Please complete, sign, date, and return your proxy
card promptly in the enclosed envelope.
By Order of the Board of Directors
/s/ RICHARD A. HILLS, JR.
RICHARD A. HILLS, JR.
Secretary
December , 1998
<PAGE> 4
FIRST LIBERTY FINANCIAL CORP.
201 SECOND STREET
MACON, GEORGIA 31297
PROXY STATEMENT
FOR
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD
JANUARY 27, 1999
This proxy statement is furnished to the stockholders of First Liberty
Financial Corp. in connection with the solicitation of proxies by its Board of
Directors to be voted at the 1999 Annual Meeting of Stockholders and at any
adjournments thereof (the "Annual Meeting"). The Annual Meeting will be held on
Wednesday, January 27, 1999, in the Ballroom of the Crowne Plaza Hotel, 108
First Street, Macon, Georgia, at 2:00 p.m.
The approximate date on which this proxy statement and the accompanying
proxy card are first being sent or given to stockholders is December , 1998.
As used in this proxy statement, the terms First Liberty, Company, we, our,
and us all refer to First Liberty Financial Corp. and its subsidiaries.
VOTING
GENERAL
The securities which can be voted at the Annual Meeting consist of First
Liberty's $1.00 par value common stock ("First Liberty stock"), with each share
entitling its owner to one vote on each matter submitted to the stockholders.
The record date for determining the holders of First Liberty stock who are
entitled to notice of and to vote at the Annual Meeting is December 15, 1998. On
the record date, shares of First Liberty stock were outstanding and
eligible to be voted.
QUORUM AND VOTE REQUIRED
The presence, in person or by proxy, of a majority of the outstanding
shares of First Liberty stock is necessary to constitute a quorum at the Annual
Meeting. In determining whether a quorum exists at the Annual Meeting for
purposes of all matters to be voted on, all votes "for" or "against" as well as
all abstentions (including votes to withhold authority to vote) will be counted.
In voting for the proposal to elect four directors (Proposal No. 1), you
may vote in favor of all nominees or withhold your votes as to all or as to
specific nominees. The vote required to approve Proposal No. 1 is governed by
Georgia law and is a plurality of the votes cast by the holders of shares
entitled to vote, provided a quorum is present. Votes withheld and broker
non-votes will not be counted and will have no effect.
In voting for the proposal to amend our articles of incorporation (Proposal
No. 2), you may vote in favor of or against the proposal or may abstain from
voting. The vote required to approve Proposal No. 2 is governed by Georgia law
and is a majority of the outstanding shares of Common Stock entitled to vote,
provided a quorum is present. Abstentions and broker non-votes are considered in
determining the number of votes required to obtain a majority of the shares
represented and entitled to vote at the Annual Meeting and will have the same
legal effect as a vote against such proposal.
Our directors and executive officers hold 4,142,513 shares of First Liberty
stock, or approximately 31% of all outstanding stock, and we believe that all of
those shares will be voted in favor of both proposals.
PROXIES
All properly executed proxy cards delivered pursuant to this solicitation
and not revoked will be voted at the Annual Meeting in accordance with the
directions given. In voting by proxy with regard to the election of directors,
you may vote in favor of all nominees, withhold your votes as to all
<PAGE> 5
nominees or withhold your votes as to specific nominees. In voting by proxy with
regard to the other proposal, you may vote for or against the proposal or
abstain from voting. You should specify your choices on the proxy card. IF NO
SPECIFIC INSTRUCTIONS ARE GIVEN WITH REGARD TO THE MATTERS TO BE VOTED UPON, THE
SHARES REPRESENTED BY A SIGNED PROXY CARD WILL BE VOTED "FOR" THE PROPOSALS
LISTED ON THE PROXY CARD. If any other matters properly come before the Annual
Meeting, the persons named as proxies will vote upon such matters according to
their judgment.
All proxy cards delivered pursuant to this solicitation are revocable at
any time before they are voted by giving written notice to the First Liberty's
Secretary at 201 Second Street, Macon, Georgia 31297, by delivering a later
dated proxy card, or by voting in person at the Annual Meeting.
All expenses incurred in connection with the solicitation of proxies will
be paid by us. Such costs include charges by brokers, fiduciaries and custodians
for forwarding proxy materials to beneficial owners of stock held in their
names. We have hired Corporate Investor Communications, Inc., a proxy
solicitation firm, to assist in soliciting proxies at a fee of $3,000 plus
out-of-pocket costs. Solicitation also may take place by mail, telephone and
personal contact by our directors and executive officers without additional
compensation.
PROPOSAL NO. 1
ELECTION OF DIRECTORS
Our Board of Directors consists of ten members, nine of whom are
non-employee directors. The other director is our President and Chief Executive
Officer. Our articles of incorporation provide that the Board shall be divided
into three classes, as nearly equal in number as possible, and that the Board
shall consist of not less than six members and not more than fifteen members,
with the exact number to be fixed from time to time by the Board. The Board has
fixed that number at ten. The term of office of one of the classes of directors
expires each year, and a new class of directors is elected each year by the
stockholders for a term of three years and until their successors are elected
and qualified.
The Board has nominated the following persons for submission to the
stockholders for election to a three-year term expiring at the 2002 annual
meeting:
C. Lee Ellis
Robert F. Hatcher
Ken B. Lanier
Thomas H. McCook.
Each of the nominees is currently a director.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE "FOR" THE
PROPOSAL TO ELECT THE FOUR NOMINEES NAMED ABOVE.
Each of the nominees has consented to serve if elected. If any nominee
should be unavailable to serve for any reason, the Board may designate a
substitute nominee (in which event the persons named as proxies will vote the
shares represented by all valid proxy cards for the election of such substitute
nominee), allow the vacancy to remain open until a suitable candidate is
located, or reduce the number of directors.
Information as of December 4, 1998 about each of the nominees and each of
the other directors is set forth below. Their ownership of First Liberty stock
is set forth in the table on page 5. All of them are directors of First Liberty
Bank (the "Bank") as well as directors of the Company.
NOMINEES FOR TERMS EXPIRING IN 2002:
C. Lee Ellis. Mr. Ellis, age 47, is executive Vice President, Investments,
of Alfa Mutual Insurance Company, Montgomery, Alabama. He has served as a
director of First Liberty since 1986.
Robert F. Hatcher. Mr. Hatcher, age 57, has served as our President and
Chief Executive Officer and as a director of First Liberty since 1990. Before
joining First Liberty in 1988, Mr. Hatcher was Senior Vice President of Trust
Company Bank of Middle Georgia, where he had been employed for 27 years.
2
<PAGE> 6
Ken B. Lanier. Mr. Lanier, age 60, is the retired chief executive officer
of Southland Bank Corporation of Georgia and Coffee County Bank in Douglas,
Georgia. He also serves as a paid consultant to the Bank. He has served as a
director of First Liberty since June 1998. See "Transactions with the Company."
Thomas H. McCook. Mr. McCook, age 59, is Vice President of Cherokee
Culvert Company, Inc., Macon, Georgia. He has served as a director of the
Company since 1984 and as a director of the Bank since 1978. Mr. McCook has
served as Chairman of the Boards of Directors of both entities since 1990.
CONTINUING DIRECTORS -- TERMS EXPIRE IN 2000:
Melvin I. Kruger. Mr. Kruger, age 69, is President and Chief Executive
Officer of L.E. Schwartz & Son, Inc., Macon, Georgia. He has served as a
director of First Liberty since 1993.
Herbert M. Ponder, Jr. Mr. Ponder, age 63, is the retired President of
Bank South, Macon, in Macon, Georgia. He has served as a director of First
Liberty since 1996.
Jo Slade Wilbanks. Ms. Wilbanks, age 51, is Central Region Manager of
Georgia Power Company, Macon, Georgia. She has served as a director of First
Liberty since 1994.
CONTINUING DIRECTORS -- TERMS EXPIRE IN 2001:
F. Don Bradford. Mr. Bradford, age 71, is the retired Chairman of the
Board and owner of Macon Janitor Service, Inc., Macon, Georgia. He has served as
a director of First Liberty since 1984 and as a director of the Bank since 1966.
Richard W. Carpenter. Mr. Carpenter, age 61, is President of Realmark
Holdings Corp., Atlanta, Georgia. He has served as a director of First Liberty
since 1984.
Harold W. Peavy, Jr. Mr. Peavy, age 62, is the retired founder and
president of Middle Georgia Bank in Byron, Georgia. He has served as a director
of First Liberty since 1996.
MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS
Our Board of Directors conducts regular meetings, generally on a monthly
basis, and also conducts some of its business through the three committees
described below. Additionally, all of the directors are members of the Bank's
Board of Directors. Our Board of Directors met 15 times during the year, and
each director attended at least 75% of the meetings of the full Board and of the
committees on which he or she serves.
The Audit Committee reviews with our independent accountants the scope and
results of their audit engagement and management letter, consults with
management concerning our accounting methods and the adequacy of our internal
controls, and oversees and reviews our internal auditing procedures. Mr.
Bradford, Mr. Carpenter, Mr. Kruger, and Mr. Peavy were members of this
committee during the year. This committee met four times during the year.
The Corporate Strategy Committee reviews and evaluates our strategic
alternatives and proposed acquisitions recommended by management. Mr. Bradford,
Mr. Carpenter, Mr. Ellis, Mr. Hatcher, Mr. Kruger, Mr. Lanier, Mr. McCook, Mr.
Peavy, Mr. Ponder and Ms. Wilbanks were members of this committee during the
year. This committee met 13 times during the year.
The Compensation and Benefits Committee determines the compensation levels
of our executive officers, reviews and evaluates our various benefit programs,
and reviews and sets the level of fees paid to directors. Mr. Ellis, Mr. McCook,
Mr. Ponder and Ms. Wilbanks were members of this committee during the year. This
committee met six times during the year.
In addition to serving on these committees, certain directors served during
the year as members of the Bank's Senior Loan Committee and its Community
Reinvestment Act Committee.
DIRECTOR COMPENSATION
Outside directors, i.e., directors who are not our employees, are paid the
following fees: (i) Board of Directors -- Annual retainer of $6,000 paid in
quarterly installments and $500 (Chairman
3
<PAGE> 7
$800) per meeting attended or excused absence; (ii) Corporate Strategy Committee
- -- $250 per meeting; (iii) other committees -- $250 (committee chairmen $350)
per meeting. During the year, we paid our directors total fees of $149,550.
Our 1995 Director Stock Option Plan (the "Director Option Plan") was
adopted by the Board in 1995 and approved by our stockholders in 1996. The
Director Option Plan is intended to further the growth and development of First
Liberty by encouraging non-employee directors to expand their ownership
interests by purchasing First Liberty stock, thereby more closely aligning their
interests with those of stockholders generally. We have authorized a total of
180,000 shares of First Liberty stock for issuance under the Director Option
Plan. It is a "formula plan" which specifies when and in what amounts options
are to be granted to eligible directors. In addition to providing for initial
option grants to the directors in office at the time the plan was approved and
initial grants to new directors, it provides for annual grants of options to
purchase 2,250 shares to each director if the Company's net income equals or
exceeds 10% of stockholders' equity. In fiscal year 1998, Mr. Lanier received an
initial grant of options to purchase 2,250 shares at a price of $23.625 per
share upon his appointment to the Board in June 1998 and, as of December 1,
1998, each director received an annual grant of options to purchase 2,250 shares
at a price of $21.50 per share based upon the Company's return on equity for
1998. As of September 30, 1998, options with respect to 90,000 shares of First
Liberty stock had been granted under the Director Option Plan and were still
exercisable, no options had been exercised, and options with respect to 69,750
shares were available for grant.
STOCK OWNERSHIP
All share data has been adjusted to give effect to our 3-for-2 stock split as of
April 27, 1998.
Principal Stockholders
This table sets forth information as of December 4, 1998, regarding the
ownership of First Liberty stock by each person we believe owns more than 5% of
such stock. [Footnotes appear after the second table.]
<TABLE>
<CAPTION>
SHARES PERCENT
BENEFICIALLY OF
NAME AND ADDRESS OWNED(1) CLASS
---------------- ------------ -------
<S> <C> <C>
Thomas H. McCook............................................ 1,286,730(2) 8.67%
4848 Brittany Drive
Macon, Georgia 31210
Robert F. Hatcher........................................... 861,105(3) 5.97%
4870 Forsyth Road
Macon, Georgia 31210
</TABLE>
4
<PAGE> 8
Directors and Executive Officers
The following table sets forth information as of December 4, 1998,
regarding the ownership of First Liberty stock by each First Liberty director
(including nominees for director) and by the executive officers of First Liberty
and its subsidiaries, the Bank and Liberty Mortgage Corporation (the "Mortgage
Company"), named in the Summary Compensation Table on page 7, and by all
directors and executive officers as a group. An asterisk (*) indicates less than
one percent (1%) of outstanding First Liberty stock.
<TABLE>
<CAPTION>
SHARES PERCENT
BENEFICIALLY OF
NAME AND POSITION OWNED(1) CLASS
----------------- ------------ -------
<S> <C> <C>
F. Don Bradford............................................. 192,207(4) 1.40%
Director
Richard W. Carpenter........................................ 175,261(5) 1.28%
Director
Charles G. Davis............................................ 120,415(6) *
Executive Officer
C. Lee Ellis................................................ 638,687(7) 4.50%
Director and Nominee
Larry D. Flowers............................................ 85,064(8) *
Executive Officer
Robert F. Hatcher........................................... 861,105(3) 5.97%
Director and Nominee; Executive Officer
Melvin I. Kruger............................................ 24,604(9) *
Director
Ken B. Lanier............................................... 335,068(10) 2.41%
Director and Nominee
Thomas H. McCook............................................ 1,286,730(2) 8.67%
Director and Nominee
George A. Molloy............................................ 58,647(11) *
Executive Officer
Harold W. Peavy, Jr......................................... 436,748(12) 3.12%
Director
Herbert M. Ponder, Jr....................................... 21,251(13) *
Director
J. Larry Wallace............................................ 115,042(14) *
Executive Officer
Jo Slade Wilbanks........................................... 18,100(15) *
Director
All directors and executive officers as a group (20
persons).................................................. 4,758,935(16) 33.58%
</TABLE>
- ---------------
(1) This information is based upon information furnished to us by the persons
listed in the tables. Included are shares of First Liberty stock that may
be acquired within 60 days of December 4, 1998 upon the exercise of stock
options ("Option Shares"). Also included are shares allocated to the
accounts of certain executive officers under the our Employee Savings and
Stock Ownership Plan ("ESSOP Shares"). Not included are shares that may be
acquired upon the exercise of stock options not exercisable within 60 days
of December 4, 1998 and shares allocated to the accounts of certain
directors and executive officers under our Nonqualified Deferred
Compensation Plan, with respect to which those directors and executive
officers do not have voting and investment power. Unless otherwise
indicated, the persons listed in the tables have sole voting and investment
power with regard to the shares shown as owned by such persons.
(2) Includes 279,500 shares held by Mr. McCook as trustee for his children,
15,000 shares owned by his wife, and 15,750 Option Shares.
5
<PAGE> 9
(3) Includes 31,631 ESSOP Shares, 90,000 shares held in other retirement plans,
151,500 shares owned by two corporations with respect to which Mr. Hatcher
has voting and investment power, 6,037 shares owned by or for the benefit
of his wife, 22,162 shares held in a fiduciary capacity, and 166,500 Option
Shares. See also "Proposal -- Election of Directors -- Executive Employment
Agreements."
(4) Includes 19,198 shares owned by Mr. Bradford's wife, 1,941 shares held in a
retirement plan, 78,750 shares owned by a family partnership of which Mr.
Bradford is the general partner, and 15,750 Option Shares.
(5) Includes 56,461 shares owned by a family partnership of which Mr. Carpenter
is the general partner, 93,150 shares owned by a profit-sharing plan of
which he is the beneficial owner, 1,200 shares owned by an affiliated
corporation, and 15,750 Option Shares.
(6) Includes 21,695 ESSOP shares, 1,012 shares held in another retirement plan,
and 47,812 Option Shares.
(7) Includes 15,750 Option Shares and 613,937 shares owned by Alfa Mutual
Insurance Company and its affiliates. Mr. Ellis is deemed to beneficially
own the shares owned by Alfa by virtue of his position with that company.
(8) Includes 2,939 ESSOP Shares and 55,125 Option Shares.
(9) Includes 7,854 shares owned by Mr. Kruger jointly with his wife, 1,000
shares owned by a private foundation with respect to which Mr. Kruger has
voting and investment power, and 15,750 Option Shares.
(10) Includes 73,784 shares owned by Mr. Lanier's wife, 187,500 shares owned by
a family partnership of which Mr. Lanier is the general partner, and 4,500
Option Shares.
(11) Includes 2,960 ESSOP Shares and 55,687 Option Shares.
(12) Includes 425,496 shares owned by a corporation, with respect to which Mr.
Peavy has sole voting and investment power, and 4,500 Option Shares.
(13) Includes 1,000 shares owned by Mr. Ponder's wife, 2,500 shares held in a
fiduciary capacity, and 6,750 Option Shares.
(14) Includes 29,901 ESSOP Shares, 3,374 shares held in trust for Mr. Wallace's
children, and 34,687 Option Shares.
(15) Includes 15,750 Option Shares.
(16) Includes 143,358 ESSOP Shares and 616,422 Option Shares.
6
<PAGE> 10
EXECUTIVE COMPENSATION
The following table sets forth the total annual compensation paid in each
of the last three fiscal years to our chief executive officer and the other four
most highly compensated executive officers who received an annual salary and
bonus in excess of $100,000 (collectively, the "Named Executive Officers") in
each of our last three fiscal years.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM
COMPENSATION
AWARDS
------------
SECURITIES
ANNUAL COMPENSATION UNDERLYING ALL OTHER
----------------------- OPTIONS COMPENSATION
NAME AND PRINCIPAL POSITION YEAR SALARY($) BONUS($)(1) (NO.)(2) ($)(3)
--------------------------- ---- --------- ----------- ------------ ------------
<S> <C> <C> <C> <C> <C>
Robert F. Hatcher........................ 1998 275,000 110,000 33,000 81,600
President and Chief Executive Officer 1997 260,000 62,400 30,000 5,400
of the Company and the Bank 1996 247,008 98,803 37,500 6,250
Larry D. Flowers......................... 1998 153,625 29,000 9,000 6,196
Executive Vice President 1997 115,939 20,900 18,000 5,317
of the Bank 1996 103,451 20,000 -0- 4,117
Charles G. Davis......................... 1998 145,500 28,200 6,750 6,328
Executive Vice President 1997 139,286 16,080 7,500 5,350
of the Bank 1996 132,375 25,500 15,000 6,146
J. Larry Wallace......................... 1998 144,000 27,600 7,500 6,097
Executive Vice President 1997 129,339 24,800 15,000 5,298
of the Bank 1996 122,563 23,600 -0- 5,010
George A. Molloy......................... 1998 141,750 27,600 4,500 6,073
President and Chief Executive Officer 1997 136,036 15,600 7,500 5,295
of the Mortgage Company 1996 128,750 25,000 7,500 3,788
</TABLE>
- ---------------
(1) Consists of payments under our Officer Profit Sharing Plan and Performance
Excellence Plan. See "Other Compensation and Benefit Plans."
(2) Consists of grants of incentive stock options under our 1992 Stock Incentive
Plan (the "Officer Option Plan"). They vest in equal amounts on the date of
grant and on the first, second and third anniversaries of that date. All
unvested options vest in the event of a "change of control" of First
Liberty.
(3) Consists of contributions by First Liberty under the ESSOP and, in the case
of Mr. Hatcher, our 1998 contribution to the SERP portion of our
Nonqualified Deferred Compensation Plan -- See "Other Compensation and
Benefit Plans."
EXECUTIVE EMPLOYMENT AGREEMENTS
Mr. Hatcher. Our 1990 employment agreement with Mr. Hatcher, as amended,
provides for (a) his employment at the pleasure of the Board of Directors, (b) a
salary subject to annual review by the Board, (c) the initial grant to Mr.
Hatcher of stock options, (d) the payment to him of one year's salary if his
employment is terminated for any reason other than cause, and (e) the payment to
his SERP account of two years' salary in the event of a "change of control" of
First Liberty or the Bank. Additionally, Mr. Hatcher is entitled to other
employment benefits made available to our other officers generally. The Board
has approved annual salary increases for Mr. Hatcher and the grant of additional
stock options as disclosed in this and prior proxy statements. On October 28,
1998, the Board authorized an increase in Mr. Hatcher's annual
7
<PAGE> 11
salary to $285,000 (effective as of October 1, 1998) and granted to him options
to purchase 60,000 shares of First Liberty stock at a price of $18.50 per share,
fully vested on the date of grant.
Mr. Flowers. Larry D. Flowers was employed by the Bank in 1993 and
presently serves as Executive Vice President in charge of retail banking. The
Bank entered into a pre-employment agreement with him in 1992, which provides
for the payment to him of six months salary if his employment is terminated in
the event of a "change of control" of First Liberty or the Bank unless he is
offered a comparable position with an acquiring company.
Mr. Davis. Charles G. Davis was employed by the Bank in 1976 and presently
serves as Executive Vice President in charge of operations. The Bank entered
into an agreement with him in, 1990, which provides for the payment to him of
one year's salary if his employment is terminated for any reason other than
cause or in the event of a "change in control" of First Liberty or the Bank.
Mr. Wallace. J. Larry Wallace was employed by the Bank in 1983 and
presently serves as Executive Vice President in charge of construction lending.
The Bank entered into an agreement with him in June 28, 1995, which provides for
the payment to him of six months salary if his employment is terminated in the
event of a "change in control" of First Liberty or the Bank unless he is offered
a comparable position with an acquiring company.
Mr. Molloy. George A. Molloy was employed as President and Chief Executive
Officer of the Mortgage Company in 1995. The Mortgage Company entered into an
agreement with him in 1995, which provides for the payment to him of six months
salary if his employment is terminated in the event of a "change in control" of
First Liberty or the Bank or the Mortgage Company unless he is offered a
comparable position with an acquiring company.
STOCK OPTION PLAN
All share data and exercise prices have been adjusted to give effect to our
3-for-2 stock split as of April 27, 1998.
Officer Option Plan. In 1992, we adopted a new stock option plan, the
First Liberty Financial Corp. 1992 Stock Incentive Plan (the "Officer Option
Plan"), which was approved by our stockholders in 1993. This plan is intended to
further the growth and development of First Liberty by encouraging our key
officers of the First Liberty to obtain a proprietary interest in the First
Liberty by purchasing its stock. The Officer Option Plan provides for both
incentive stock options ("ISOs") and non-incentive options ("Non-ISOs"). The
Officer Option Plan is administered by the Compensation Committee.
We have reserved 1,354,500 shares of First Liberty stock for issuance under
the Officer Option Plan. As of September 30, 1998, options with respect to
shares of First Liberty stock had been granted and were still exercisable
(subject to vesting), and options with respect to 147,825 shares of First
Liberty stock had been exercised. The exercise price of each option is
determined by the Compensation Committee at the time of grant, although the
exercise price for ISOs may not be less than 100% of fair market value of the
First Liberty stock as of the date of grant.
During 1998, options with respect to 121,250 shares of First Liberty stock
were granted under that plan to the Named Executive Officers and nine other
officers. Such options vest in equal amounts on the date of grant and on the
first, second, and third anniversaries of that date, subject to an acceleration
of vesting in the event of a "change of control" of First Liberty. We did not
"re-price" any options during the year.
8
<PAGE> 12
The following table lists all grants of options under the Officer Option
Plan to the Named Executive Officers for the fiscal year ended September 30,
1998, and contains certain information about the potential realizable value of
those options.
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
POTENTIAL
INDIVIDUAL GRANTS REALIZABLE
------------------------- VALUE AT ASSUMED
NUMBER OF % OF TOTAL ANNUAL RATES
SECURITIES OPTIONS OF STOCK PRICE
UNDERLYING GRANTED TO EXERCISE APPRECIATION(1)
OPTIONS EMPLOYEES IN PRICE EXPIRATION -----------------
NAME GRANTED FISCAL YEAR ($/SHARE) DATE 5%($) 10%($)
---- ---------- ------------ --------- ---------- ------- -------
<S> <C> <C> <C> <C> <C> <C>
Robert F. Hatcher.................. 33,000 32.35 15.83 10/29/07 328,528 832,555
Larry D. Flowers................... 9,000 8.82 20.33 1/29/08 115,069 291,607
Charles G. Davis................... 6,750 6.62 20.33 1/29/08 86,302 218,705
J. Larry Wallace................... 7,500 7.35 20.33 1/29/08 95,891 243,006
George A. Molloy................... 4,500 4.41 20.33 1/29/08 57,534 145,804
</TABLE>
- ---------------
(1) Assumes a ten-year option term.
The following table summarizes the aggregate number of options exercised
during 1998 by the Named Executive Officers and the aggregated values of all
options held by the Named Executive Officers as of September 30, 1998.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
NUMBER OF SECURITIES
UNDERLYING UNEXERCISED VALUE OF UNEXERCISED
SHARES OPTIONS AT FISCAL YEAR-END IN-THE-MONEY OPTIONS
ACQUIRED ON (NO.) AT FISCAL YEAR-END(1)($)
EXERCISE VALUE --------------------------- ---------------------------
NAME (NO.) REALIZED(1)($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- ----------- -------------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Robert F. Hatcher......... 47,250 588,026 72,937 61,313 597,726 386,047
Larry D. Flowers.......... 12,000 255,540 40,500 13,500 399,182 107,811
Charles G. Davis.......... -0- -0- 35,062 11,888 353,968 94,069
J. Larry Wallace.......... 13,500 171,936 21,562 11,888 188,782 94,069
George A. Molloy.......... -0- -0- 47,812 8,438 521,599 63,559
</TABLE>
- ---------------
(1) This value is computed by subtracting the option exercise price from the
market price of the First Liberty stock on September 30, 1998 and
multiplying that result by the applicable number of shares.
OTHER COMPENSATION AND BENEFIT PLANS
Officer Profit Sharing Plan. We had an Officer Profit Sharing Plan (the
"OPSP") from 1990 through the first quarter of 1998. Under that plan, all of our
officers were eligible to receive annual bonus payments to reward them for their
collective effort in maximizing our "core earnings," i.e., our net income from
recurring operations. The OPSP provided that if core earnings for the fiscal
year in question were equal to or more than a predetermined minimum level, the
plan participants would receive additional cash compensation based upon a
percentage of annual salary, with the percentage increasing as the amount of
core earnings increased. If our minimum core earnings goal for the year in
question was not attained, no payments were made under the OPSP for that year.
If the minimum core earnings goal was attained, there was a "base payment" for
all participants, a portion of which was allocated to a performance component
for participants other than our executive officers. Payment of the full
performance component was dependent upon a
9
<PAGE> 13
participant's performance of certain predetermined goals for the year. Our
executive officers other than Mr. Hatcher were entitled to receive two times the
applicable base payment and he was entitled to receive between three and five
times the applicable base payment, as determined annually by the Compensation
and Benefits Committee (the "Committee"), which oversees the administration of
the plan. Due to the implementation of our new Performance Excellence Plan
("PEP") as of January 1, 1998, the OPSP was in effect for only the first quarter
of the year. Our executive officers did not receive their OPSP payments for the
first quarter until the end of the fiscal year and those payments were
aggregated with their PEP payments for the other three quarters of the year.
Performance Excellence Plan. The PEP is our new performance-based profit
sharing plan that replaced the OPSP. All of our full-time and part-time
employees (including officers), except those who are compensated on a commission
basis, are eligible to participate in the plan. It carries forward from the OPSP
the corporate objective of rewarding "performance excellence" and allows each
participant to earn additional compensation based upon our profitability (which
determines a "multiplier") and individual performance measured by predetermined
"scorecard" components (which determine a "basis"). The multiplier times the
basis yields a result that is the percentage of salary used to calculate the PEP
payment. All participants other than executive officers receive the PEP payments
they earn on a quarterly basis. Our executive officers receive their PEP
payments on an annual basis and their only scorecard component is our core
earnings. In 1998, our executive officers other than Mr. Hatcher has a basis of
"10" and a multiplier of "2" (based upon core earnings of $1.29 per share) that
resulted in PEP payments of 20% of annual salary (including the first quarter
OPSP payment). Mr. Hatcher had a basis of "10" and a multiplier of "4" that
resulted in a PEP payment of 40% of annual salary (including the first quarter
OPSP payment).
Employee Savings and Stock Ownership Plan. The First Liberty Financial
Corp. Employee Savings and Stock Ownership Plan ("ESSOP") combines in one plan a
Section 401(k) cash-or-deferred plan with an employee stock ownership plan. All
employees who meet certain criteria as to hours of service are eligible to
participate in the ESSOP. An ESSOP participant may elect to contribute on a
before-tax basis up to 10% of his or her compensation per year, subject to a
maximum dollar limitation which is adjusted for inflation from time to time. The
ESSOP offers five investment alternatives, including First Liberty stock, in
which a participant may invest the funds allocated to his or her account.
We are required to make Employer Matching Contributions of 50% of the
participants' net before-tax contributions, up to a maximum of 6% of each
participant's compensation for each plan year. We also may make Employer
Discretionary Contributions to the ESSOP in an amount equal to not more than 10%
of the total compensation paid to each participant during the plan year. The
Company's contributions to the ESSOP with respect to any participant become 20%
vested after two years of service and vest in increments of 20% for each year of
service thereafter, with 100% vesting after five years of service.
Nonqualified Deferred Compensation Plan. The First Liberty Financial Corp.
Nonqualified Deferred Compensation Plan (the "NDCP") is an unfunded plan
maintained for the purpose of allowing compensation payable to a select group of
highly compensated officers and directors (including members of the Bank's
numerous community boards of directors) to be deferred, based upon an election.
Eligibility to participate in the NDCP is limited to directors and those
officers having the title of First Vice President or above, a group presently
comprising approximately 25 officers.
The NDCP enables its officer participants to defer up to 20% of the amount
they would otherwise receive as total compensation and have those funds invested
by an independent trustee in one or more of five investment alternatives,
including First Liberty stock. Director participants are permitted to have their
funds invested only in First Liberty stock.
Additionally, to the extent that officer participants in the NDCP do not
receive their full entitlement of Employer Matching Contributions or Employer
Discretionary Contributions under the ESSOP due to limitations imposed on their
maximum contributions by required discrimination tests, those participants are
eligible to defer such amounts under the NDCP. Our contributions of
10
<PAGE> 14
such amounts to the NDCP have the same vesting as under the ESSOP.
As of September 30, 1998, we amended the NDCP to add a supplemental
executive retirement plan (SERP) provision for such executive officers as the
Committee may designate from year to year. In 1998 the Committee designated only
Mr. Hatcher to receive this supplemental benefit and made a SERP contribution of
$75,000 to the NDCP on his account.
TRANSACTIONS WITH THE COMPANY
Loans. The Bank has a policy of offering loans to its directors, officers
and employees (who in some cases also are directors, officers and employees of
the Company) for the financing and improvement of their personal residences as
well as consumer loans. If to directors and certain executive officers and if
required by applicable banking regulations, all such loans are approved in
advance by the Bank's Board of Directors and are made on substantially the same
terms, including interest rates and collateral, as those for comparable
transactions prevailing at the time with unrelated persons and do not involve
more than the normal risk of collectibility or contain other unfavorable
features.
During the fiscal year ended September 30, 1998, none or our executive
officers or directors had loans from the Bank in excess of an aggregate amount
of $60,000 per person.
Loans as a Percentage of Stockholders' Equity. As of September 30, 1998,
the aggregate outstanding balance of the Bank's loans to our executive officers
and directors was approximately $100,000, or 0.1% of stockholders' equity.
Other Transactions. On June 19, 1998, we acquired Southland Bank
Corporation of Georgia ("SBC") and its two subsidiaries, Southland Bank and
Coffee County Bank. Ken B. Lanier, the chairman and chief executive officer of
SBC and one of its principal stockholders, and his wife, exchanged their SBC
stock for 350,068 shares of First Liberty stock (on the same exchange basis as
other SBC stockholders). Additionally, as provided in the Agreement and Plan of
Merger for that transaction, the Bank entered into a Consulting Agreement with
Mr. Lanier under which he is to be paid total compensation of approximately
$160,000 during a three-year term, and we agreed to appoint him to our Board of
Directors and nominate him for reelection at the Annual Meeting. See Proposal
No. 1, Election of Directors. Other than these transactions with Mr. Lanier,
during the year there were no transactions with the Company or any of its
subsidiaries in which the amount involved exceeded $60,000 and in which any
director or executive officer of the Company, any nominee for election as a
director, any principal stockholder, or any member of the immediate family of
any of them had a direct or indirect material interest.
REPORT ON EXECUTIVE COMPENSATION
The First Liberty Financial Corp. Compensation and Benefits Committee makes
this report on executive compensation for the fiscal year ended September 30,
1998.
One of the committee's responsibilities is to determine the compensation of
the executive officers of First Liberty Financial Corp. and its subsidiaries
("First Liberty"), including those named in the Summary Compensation Table which
appears elsewhere in this proxy statement. The components of executive
compensation are salary, incentive stock options, bonus awards under First
Liberty's old Officer Profit Sharing Plan (the "OPSP") and new Performance
Excellence Plan (the "PEP"), and contributions by First Liberty to its
retirement plan, the Employee Savings and Stock Ownership Plan (the "ESSOP")
and, under certain circumstances, the Nonqualified Deferred Compensation Plan
(the "NDCP"). Since the basis for determining the ESSOP and NDCP components of
compensation was no different for executive officers than it was for other
participants in those plans during fiscal 1998, those plans will not separately
be discussed in this report.
It is our policy to determine the salary components of executive
compensation principally upon the basis of corporate performance, although the
elements of corporate performance may vary from year to year and among the
various executive officers. Among the performance factors which we consider are
corporate
11
<PAGE> 15
profitability, capital levels, and corporate performance relative to such
industry standards as problem asset levels, loan production, regulatory
compliance, and asset-liability management. We do not use a formula to calculate
the relative weight of these performance factors, but do give significant
subjective weight to the increase in the overall value of First Liberty from
year to year. We also take into account how the overall level of First Liberty's
executive compensation compares with the executive compensation levels of
similar-sized bank and thrift holding companies in the Southeastern United
States.
In order to better carry out our responsibilities, we have continued our
standing practice of employing a professional compensation and benefits
consultant to conduct an annual executive compensation review and make
recommendations based upon that review. In general, our consultant found that
the salary component of executive compensation within First Liberty was
generally within competitive market limits and that the chief executive
officer's salary was within competitive limits. The consultant also determined
that the bonus component of executive compensation was within competitive
limits. All other employment benefits of the executive officer group were found
to be generally within competitive limits.
In setting the fiscal 1998 compensation of Robert F. Hatcher, First
Liberty's President and Chief Executive Officer, which included a salary
increase of approximately 6% and a continuation of the level of his bonus award
(under both the OPSP and the PEP) within a range of from 30% to 50% of salary,
we did not apply an objective formula but did take into account the factors
listed below. It should, however, be noted that the amount of the base bonus
award is objectively determined for all officers of First Liberty, including Mr.
Hatcher.
1. During fiscal 1997, First Liberty continued to increase in value, as
reflected by an approximate 9% increase in stockholders' equity from the
end of fiscal 1996. During that same period, the market value of First
Liberty stock increased by approximately 51%.
2. First Liberty continued to be profitable for the eighth consecutive
year following two years of losses. Net income for fiscal 1997 increased by
approximately 22% from fiscal 1996.
3. First Liberty's total assets increased by approximately 8% from
fiscal 1996 to fiscal 1997.
4. First Liberty's non-performing assets declined by approximately 5%
during fiscal 1997.
Early in fiscal 1998, we granted to all of First Liberty's executive
officers, including Mr. Hatcher, options to acquire 102,000 shares of First
Liberty stock, in the aggregate, as an additional element of compensation for a
job well done in fiscal 1997. In doing so, we took into account the number of
options previously granted to the members of that group.
The committee had no interlocks or relationships requiring disclosure under
applicable SEC rules during fiscal 1998.
FIRST LIBERTY FINANCIAL CORP.
COMPENSATION AND BENEFITS COMMITTEE:
C. Lee Ellis, Chairman
Thomas H. McCook
Herbert M. Ponder, Jr.
Jo Slade Wilbanks
PROPOSAL NO. 2
PROPOSAL TO INCREASE FIRST LIBERTY'S AUTHORIZED COMMON STOCK
First Liberty is now authorized to issue 25,000,000 shares of common stock,
par value $1.00 per share. Our Board of Directors recommends that you approve an
amendment to our articles of incorporation that would increase the authorized
shares of First Liberty stock from 25,000,000 shares
12
<PAGE> 16
to 100,000,000 shares. The number of authorized shares of preferred stock will
remain at 5,000,000 shares. If you approve this amendment, the first sentence of
Section 5 of our articles of incorporation will read as follows:
The total number of shares of all classes of the capital stock which
the corporation has authority to issue is 105,000,000, of which
100,000,000 shall be common stock, par value $1.00 per share, and
5,000,000 shall be serial preferred stock, without par value.
Our stockholders approved an amendment to the articles of incorporation at
the 1987 annual meeting to increase our authorized common stock to 25,000,000
shares. Since that increase was approved, we have issued approximately
10,000,000 shares of First Liberty stock in two 3-for-2 stock splits and three
corporate acquisitions, and upon conversion of other equity securities issued in
connection with other corporate acquisitions. As of December 4, 1998, there are
approximately 11,400,000 shares of First Liberty stock available for issuance.
The purpose of the proposed increase is to provide more shares for general
corporate purposes, including stock dividends and splits, raising additional
capital, stock issuances under employee stock plans, and possible future
acquisitions. The Board of Directors believes that an increase in the total
number of shares of authorized First Liberty stock will help us to meet our
future needs, and give us greater flexibility in responding quickly to
advantageous business opportunities.
We regularly explore opportunities for acquisitions of financial
institutions and related businesses, including acquisitions made by exchanging
First Liberty stock for the stock of the acquired entity. Other than our
previously announced pending acquisition of Vidalia Bankshares, Inc., there are
no present plans, understandings, or agreements for issuing a material number of
additional shares from the currently authorized shares of First Liberty stock or
the additional shares proposed to be authorized.
Because an increase in the number of authorized shares could be viewed as
having an anti-takeover effect, SEC rules require us to disclose all provisions
of our articles of incorporation and by-laws and other provisions that could be
viewed as having such an effect. These include
- - under our articles of incorporation, we have the authority to issue one or
more series of preferred stock up to a maximum of 5,000,000 shares (none of
which is presently outstanding); and
- - our stockholder rights plan could have a deterrent effect against a hostile
takeover of First Liberty.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE FOR THE
PROPOSAL TO AMEND FIRST LIBERTY'S ARTICLES OF INCORPORATION TO INCREASE THE
AUTHORIZED SHARES OF FIRST LIBERTY STOCK.
13
<PAGE> 17
PERFORMANCE GRAPH
The following graph shows the comparison of five-year cumulative total
return among (i) First Liberty stock, (ii) the Standard & Poor's 500 Stock
Index, and (iii) the Nasdaq Bank Index.
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN*
AMONG FIRST LIBERTY FINANCIAL CORP., THE S&P 500 INDEX
AND THE NASDAQ BANK INDEX
(GRAPH)
<TABLE>
<CAPTION>
FIRST
LIBERTY
Measurement Period FINL NASDAQ
(Fiscal Year Covered) CORP S & P 500 BANK
<S> <C> <C> <C>
9/93 100.00 100.00 100.00
9/94 87.88 103.69 105.20
9/95 134.65 134.53 132.63
9/96 168.07 161.89 169.27
9/97 256.92 227.37 281.99
9/98 298.97 247.93 279.84
</TABLE>
- ---------------
* $100 INVESTED ON 09/30/93 IN STOCK OR INDEX --
INCLUDING REINVESTMENT OF DIVIDENDS.
FISCAL YEAR ENDING SEPTEMBER 30.
COMPLIANCE WITH SECTION 16(A) OF THE 1934 ACT
Section 16(a) of the Securities Exchange Act of 1934 and regulations of the
SEC require our executive officers and directors and persons who beneficially
own more than ten percent of any class of our equity securities, as well as
certain affiliates of such persons, to file initial reports of ownership of any
equity securities of First Liberty and subsequent reports of changes in
ownership of such securities with the SEC and the National Association of
Securities Dealers, Inc. Such persons also are required by SEC regulations to
furnish us with copies of all Section 16(a) reports they file. Based solely on
our review of the copies of such reports that we have received and written
representations from such reporting persons that no other reports were required
for those persons, we believe that, during the fiscal year ended September 30,
1998, all filing requirements applicable to our directors and executive officers
were complied with in a timely manner.
14
<PAGE> 18
SPECIAL NOTE CONCERNING INDEPENDENT ACCOUNTANTS
The firm of Coopers & Lybrand L.L.P. (now PricewaterhouseCoopers LLP) has
served as our independent accountants each year since 1977, and we consider them
to be well qualified. Our Board of Directors has selected PricewaterhouseCoopers
LLP to serve as our independent accountants for the fiscal year ending September
30, 1999. Representatives of that firm will be present at the Annual Meeting.
They will be available to answer your questions at that time.
STOCKHOLDER PROPOSALS FOR 2000 ANNUAL MEETING
Stockholder proposals that are intended to be presented at our 2000 Annual
Meeting of Stockholders must be received by us no later than
, 1999 in order to be included in our proxy statement and related
proxy materials for that meeting. In addition, the proxy solicited by the Board
of Directors for that meeting will confer discretionary authority to vote on any
stockholder proposal presented at that meeting unless we are provided with
notice of such proposal no later than , 1999.
OTHER MATTERS WHICH MAY COME BEFORE THE ANNUAL MEETING
Our Board of Directors knows of no matters other than those referred to in
the accompanying Notice of Annual Meeting of Stockholders which may properly
come before the Annual Meeting. However, if any other matter should be properly
presented for consideration and voting at the Annual Meeting or any adjournments
thereof, it is the intention of the persons named as proxies on the enclosed
form of proxy card to vote the shares represented by all valid proxy cards in
accordance with their judgment of what is in First Liberty's best interests.
ANNUAL REPORTS
A copy of our Annual Report on Form 10-K (the "10-K") is being mailed to
each stockholder of record together with these proxy materials. The 10-K is not
a part of our soliciting material.
15
<PAGE> 19
(FIRST LIBERTY FINANCIAL CORP LOGO)
<PAGE> 20
REVOCABLE PROXY
FIRST LIBERTY FINANCIAL CORP.
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS FOR THE 1999 ANNUAL MEETING OF
STOCKHOLDERS
The undersigned hereby acknowledges receipt of the enclosed Notice of Annual
Meeting (the "Notice") and Proxy Statement for the 1999 Annual Meeting of
Stockholders (the "Annual Meeting") of First Liberty Financial Corp. (the
"Company"), and hereby appoints THOMAS H. McCOOK, ROBERT F. HATCHER, and RICHARD
A. HILLS, JR., and each of them, proxies with full powers of substitution, to
act for and in the name of the undersigned to vote all shares of common stock of
the Company which the undersigned is entitled to vote on all matters which may
come before the Annual Meeting, to be held in the Ballroom of the Crowne Plaza
Hotel, 108 First Street, Macon, Georgia, on the date and at the time specified
in the Notice, and at any and all adjournments thereof, as indicated below.
1. ELECTION OF DIRECTORS. Elect as directors the four nominees listed below to
serve until the 2002 Annual Meeting of Stockholders and until their
successors are elected and qualified (except as marked to the contrary
below):
<TABLE>
<C> <S> <C>
[ ] FOR all nominees listed below [ ] WITHHOLD AUTHORITY to vote for
(except as marked to the contrary below) all nominees listed below
</TABLE>
(INSTRUCTION: TO WITHHOLD YOUR VOTE FOR ANY INDIVIDUAL NOMINEE, STRIKE A LINE
THROUGH THE NOMINEE'S NAME IN THE LIST BELOW.)
C. Lee Ellis, Robert F. Hatcher, Ken B. Lanier, and Thomas H. McCook
2. INCREASE AUTHORIZED SHARES. Amend the Company's articles of incorporation to
increase the number of authorized shares of common stock to 100,000,000.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
3.In their discretion, the proxies are authorized to vote upon such other
business as properly may come before the Annual Meeting and any adjournments
thereof.
(Continued and to be signed on other side)
(Continued from other side)
THIS PROXY CARD WILL BE VOTED AS DIRECTED. IF NO INSTRUCTIONS ARE SPECIFIED,
THIS PROXY CARD WILL BE VOTED IN THE DISCRETION OF THE PROXIES "FOR" THE
PROPOSALS LISTED ON THE REVERSE SIDE OF THIS PROXY CARD. IF ANY OTHER BUSINESS
IS PRESENTED FOR A VOTE OF THE STOCKHOLDERS AT THE ANNUAL MEETING, THIS PROXY
CARD WILL BE VOTED BY THE PROXIES IN THEIR BEST JUDGMENT. AT THE PRESENT TIME,
THE BOARD OF DIRECTORS KNOWS OF NO OTHER BUSINESS TO BE PRESENTED.
If the undersigned is present and elects to withdraw this proxy card and vote
in person at the meeting or any adjournments thereof and notifies the Secretary
of that decision before it is voted, then the power of the named proxies shall
be deemed terminated and of no further force and effect.
Please mark, date and sign exactly as
your name appears on this proxy card.
When shares are held jointly, both
holders should sign. When signing as
attorney, executor, administrator,
trustee or guardian, please give your
full title. If the holder is a
corporation or partnership, the full
corporate or partnership name should
be written and a duly authorized
officer should sign.
-------------------------------------
SIGNATURE
-------------------------------------
SIGNATURE, IF SHARES HELD JOINTLY
DATE:
-------------------------------------
