<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. [ ] Confidential, for use of the
Commission only (as permitted by
Rule 14a-6(e)(2).
[X] Definitive proxy statement.
[ ] Definitive additional materials.
[ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12.
NATIONAL CITY BANCSHARES, INC.
- --------------------------------------------------------------------------------
(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:
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<PAGE> 2
NATIONAL CITY BANCSHARES, INC.
227 MAIN STREET
EVANSVILLE, INDIANA 47708
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 17, 2000
TO THE HOLDERS OF SHARES OF COMMON STOCK:
NOTICE IS HEREBY GIVEN that the Annual Meeting of the Shareholders of NATIONAL
CITY BANCSHARES, INC. (the "Corporation") will be held in the Auditorium of the
Evansville Auditorium and Convention Centre, "The Centre," 715 Locust Street,
Evansville, Indiana, on Wednesday, May 17, 2000, at 9:30 a.m., C.D.T., for the
purpose of considering and voting upon the following matters:
1. To elect four directors in Class II, each to serve a term expiring at the
2003 Annual Meeting of Shareholders.
2. To consider and act upon a proposal to amend the Corporation's Restated
Articles of Incorporation to change the name of the Corporation to
Integra Bank Corporation.
3. To approve or disapprove the appointment of PricewaterhouseCoopers, LLP
as the Corporation's auditors for 2000.
4. To transact such other business that may properly be brought before the
meeting.
Shareholders of record at the close of business on March 21, 2000, are the only
shareholders entitled to notice of and to vote at the meeting.
By Order of the Board of Directors,
/s/ James E. Adams
JAMES E. ADAMS, Secretary
April 19, 2000
IMPORTANT
WHETHER YOU EXPECT TO ATTEND THE MEETING OR NOT, PLEASE MARK, SIGN, DATE, AND
RETURN THE ACCOMPANYING PROXY IN THE ENCLOSED SELF-ADDRESSED ENVELOPE AS
PROMPTLY AS POSSIBLE. NO POSTAGE IS REQUIRED.
<PAGE> 3
NATIONAL CITY BANCSHARES, INC.
EVANSVILLE, INDIANA
PROXY STATEMENT
GENERAL INFORMATION
This Proxy Statement is furnished in connection with the solicitation by the
Board of Directors of National City Bancshares, Inc. (the "Corporation") of
Proxies to be voted at the Annual Meeting of Shareholders to be held on
Wednesday, May 17, 2000, in accordance with the foregoing notice.
The solicitation of Proxies on the enclosed form is made on behalf of the Board
of Directors of the Corporation. All costs associated with the solicitation will
be borne by the Corporation. The Corporation does not intend to solicit Proxies
other than by use of the mails, but certain officers and employees of the
Corporation or its subsidiaries, without additional compensation, may use their
personal efforts by telephone or otherwise, to obtain Proxies. The Proxy
materials are first being mailed to shareholders on or about April 19, 2000.
Any shareholder executing a Proxy has the right to revoke it by the execution of
a subsequently dated Proxy, by written notice delivered to the Secretary of the
Corporation prior to the exercise of the Proxy or by voting in person at the
meeting. The shares will be voted in accordance with the direction of the
shareholder as specified on the Proxy. In the absence of instructions, the Proxy
will be voted "FOR" the election of the four persons listed in this Proxy
Statement, "FOR" the proposal to change the name of the Corporation, and "FOR"
the appointment of auditors.
VOTING SECURITIES AND PRINCIPAL SHAREHOLDERS
Only shareholders of record at the close of business on March 21, 2000, will be
eligible to vote at the Annual Meeting or any adjournment thereof. As of March
21, 2000, the Corporation had outstanding 17,454,498 shares of common stock,
without par value. On all matters including the election of directors, each
shareholder will have one vote for each share held.
A quorum will be present if the holders of a majority of the outstanding shares
of common stock are present at the meeting, in person, or by Proxy. Directors
will be elected by a plurality of the votes cast by the shares entitled to vote
at the meeting. Approval of Proposal 2 (to change the name of the Corporation)
and Proposal 3 (the appointment of auditors) each require that the number of
votes in favor of the proposal be greater than the number opposing it.
A Proxy may indicate that all or a portion of the shares represented by such
Proxy are not being voted with respect to a specific proposal. This could occur,
for example, when a broker is not permitted to vote shares held in street name
on certain proposals in the absence of instructions from the beneficial owner.
Shares that are not voted with respect to a specific proposal will be considered
as not present and entitled to vote on such proposals, even though such shares
will be considered present for purposes of determining a quorum and voting on
other proposals. Abstentions on a specific proposal will be considered as
present, but not as voting in favor of such proposal. The non-voting of shares
or abstentions will not affect the outcome of any of the matters scheduled to be
considered at the meeting because none of those matters require the affirmative
vote of a specified number of shares.
<PAGE> 4
SECURITY OWNERSHIP OF MANAGEMENT AND PRINCIPAL OWNERS
The following table sets forth as of March 1, 2000, the number of shares of
common stock of the Corporation beneficially owned by the directors, the Named
Executive Officers listed in "Compensation of Executive Officers," all directors
and executive officers as a group, and the only person or group of persons who
beneficially owned more than 5% of the outstanding common stock of the
Corporation.
------------------------------------------------------------------------------
Name of Beneficial Owner Amount and Nature of Percent of
Beneficial Ownership (1) Class
------------------------------------------------------------------------------
Janice L. Beesley 72,745 (2) *
Stephen C. Byelick, Jr. 11,429 (3) *
Ben L. Cundiff 440,164 2.5%
Michael F. Elliott (estate of) 348,205 (4) 2.0%
Susanne R. Emge 28,343 (5) *
Donald G. Harris 13,878 *
H. Ray Hoops 2,241 *
Robert A. Keil 100,244 (6) *
John D. Lippert 79,159 (7) *
George D. Martin 216,373 (8) 1.2%
Ronald G. Reherman 11,137 (9) *
Curtis D. Ritterling 36,271 (10) *
Laurence R. Steenberg 32,415 (11) *
Robert D. Vance 791,916 (12) 4.5%
Michael T. Vea 9,187 *
Richard F. Welp 5,500 (13) *
All directors and executive 1,842,783 (14) 10.5%
officers as a group (16 persons)
The National City Bank of Evansville 1,069,494 (15) 6.1%
------------------------------------------------------------------------------
* Represents less than one percent.
(1) The nature of beneficial ownership, unless otherwise noted, represents
sole voting and investment power.
(2) Includes 31,689 shares with sole voting and investment power; 30,986
shares with sole voting and investment power by spouse; and 10,070 shares
that may be purchased pursuant to options exercisable within 60 days.
(3) Includes 241 shares with shared voting and investment power with spouse;
and 11,188 shares that may be purchased pursuant to options exercisable
within 60 days.
(4) The Estate of Michael F. Elliott is administered by The National City Bank
of Evansville Trust Department.
(5) Includes 10,642 shares with sole voting and investment power; 11,266
shares with shared voting and investment power with spouse; and 6,435
shares with sole voting and investment power by spouse.
(6) Includes 10,067 shares with sole voting and investment power; 10,777
shares with shared voting and investment power with spouse; and 79,400
shares that may be purchased pursuant to options exercisable within 60
days.
(7) Includes 17,302 shares with sole voting and investment power; 9,121 shares
with sole voting and investment power by spouse, and 52,736 shares that
may be purchased pursuant to options exercisable within 60 days.
<PAGE> 5
(8) Includes 204,273 shares with sole voting and investment power; 10,000
shares with sole voting and investment power by spouse; and 2,100 shares
owned by Dawson-Martin Partnership.
(9) Includes 3,799 shares with sole voting and investment power; and 7,338
shares with shared voting and investment power with spouse.
(10) Includes 2,922 shares with shared voting and investment power with spouse;
and 33,349 shares that may be purchased pursuant to options exercisable
within 60 days.
(11) All shares are held by a limited partnership of which Mr. Steenberg is a
general partner with sole voting and investment power.
(12) Includes 779,719 shares with sole voting and investment power; and 12,197
shares with sole voting and investment power by spouse.
(13) Includes 3,082 shares with sole voting and investment power; and 2,418
shares with shared voting and investment power with spouse.
(14) Includes 175,555 shares that may be purchased pursuant to options
exercisable within 60 days.
(15) Represents shares beneficially owned by the Corporation's subsidiary, The
National City Bank of Evansville, in the normal conduct of its trust
business. Includes 680,142 shares with sole voting power; 53,690 shares
with shared voting power; and 335,662 shares with no voting power.
ELECTION OF DIRECTORS
NOMINEES
As of the close of the meeting, the Board of Directors of the Company will
consist of twelve members. Four directors are to be elected at the meeting.
The following information is provided with respect to each nominee for director
and each present continuing director whose term of office extends beyond the
meeting.
Each of the nominees below currently serves as a director of the Corporation.
All nominees other than Mr. Cundiff and Mr. Vea were elected to their positions
at previous annual meetings. Mr. Cundiff was elected to the Board by the
directors in August 1998 and Mr. Vea was elected to the Board by the directors
in September 1999. The Board of Directors has no reason to believe that any of
the nominees will be unable to serve if elected. If any nominee is unable to
serve, the shares represented by all valid Proxies will be voted for the
election of such other person as the Board may recommend.
<PAGE> 6
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE FOLLOWING NOMINEES:
<TABLE>
<CAPTION>
DIRECTOR OF
NAME AND PRINCIPAL OCCUPATION CORPORATION
(PAST FIVE YEARS) AGE SINCE
- --------------------------------------------------------------------------------------------------------------------
CLASS II
--------
The following are the nominees whose terms shall expire at the Annual Meeting of
Shareholders in 2003.
<S> <C> <C>
Ben L. Cundiff 51 1998
Owner/Operator, Cundiff Farms
Susanne R. Emge 58 1985
Executive Director, St. Mary's Medical Center
Foundation of Evansville, Inc. (February 1997 to Present);
Senior Vice President - Community Relations and Trust Manager, The National
City Bank of Evansville (1996 to February 1997); and Vice President for
Corporate and Community Services, Deaconess Hospital, Inc. (1990 to 1995)
Laurence R. Steenberg 61 1985
President, BST Incorporated (Oil Production);
President, Service Telecom Corporation (1998 to Present);
President, Lot Resources (1996 to Present);
Director, J. H. Rudolph & Co., Inc. (1996 to Present);
Part Owner, World Connection Services, LLC,
(Internet services provider) (1994 to 1998),
Assistant Professor of Management, University of Evansville
(1989 to May 1997)
Michael T. Vea 41 1999
Chairman of the Board, President, and Chief Executive Officer of the
Corporation (January 2000 to Present);
Chairman of the Board and Chief Executive Officer of the Corporation
(September 1999 to January 2000); President and Chief Executive Officer, Bank
One, Cincinnati, Inc.
(1995-1999)
</TABLE>
<PAGE> 7
<TABLE>
<CAPTION>
DIRECTOR OF
NAME AND PRINCIPAL OCCUPATION CORPORATION
(PAST FIVE YEARS) AGE SINCE
- --------------------------------------------------------------------------------------------------------------------
CLASS III
---------
(Continuing Directors with Term to Expire 2001)
<S> <C> <C>
Dr. H. Ray Hoops 60 1996
President, University of Southern Indiana (1994 to Present);
John D. Lippert 66 1985
Retired; Chairman of the Board and Chief Executive Officer of
the Corporation (1993 to 1997)
Ronald G. Reherman 64 1985
Retired; Chairman of the Board, President and Chief Executive Officer,
SIGCORP, Inc. (Gas and Electric Public Utility Holding Company) (1996 to
March 2000); Chairman of the Board, Southern Indiana Gas and Electric Company
(SIGECO) (Public Utility) (1997 to March 2000); and President and Chief
Executive Officer, SIGECO (1990 to September 1997)
Robert D. Vance 59 1998
Retired; Interim Chairman of the Board and Interim Chief Executive Officer
of the Corporation (February 1999 to September 1999);
Senior Vice President, National City Bancshares, Inc.
(August 1998 to February 1999); and
Chairman and Chief Executive Officer, Community First Financial, Inc.
(1987 to August 1998)
</TABLE>
<PAGE> 8
<TABLE>
<CAPTION>
DIRECTOR OF
NAME AND PRINCIPAL OCCUPATION CORPORATION
(PAST FIVE YEARS) AGE SINCE
- --------------------------------------------------------------------------------------------------------------------
CLASS I
-------
(Continuing Directors with Term to Expire 2002)
<S> <C> <C>
Janice L. Beesley 46 1995
Regional President, The National City Bank of Evansville,
(November 1998 to Present);
Chairman and Chief Executive Officer,
Alliance Bank (July 1997 to November 1998);
President and Chief Executive Officer,
United Financial Bancorp, Inc. (1992 to 1995)
Donald G. Harris 67 1986
President and Treasurer, Harris Development Corp.
(1994 to Present)
George D. Martin 52 1998
Member, R.R. Dawson Bridge Co., LLC (1970 to Present);
President, R.R. Dawson Realty, Inc. (1980 to Present);
Member, Dabney Group, LLC (1995 to Present);
and Chairman of the Board, The Progressive Bank, N.A.
(1987 to Present)
Richard F. Welp 58 1998
Southwest Region Manager, Land O'Lakes, Inc.
(1981 to Present)
</TABLE>
<PAGE> 9
COMMITTEES OF THE BOARD OF DIRECTORS
During 1999 the Board of Directors met fourteen times. Each of the directors
attended at least 75% of the aggregate number of meetings of the Board and
Committees on which the director served. The Board of Directors has standing
Compensation, Audit, and Executive Committees.
The Compensation Committee establishes the compensation of the Corporation's
executive officers, reviews and approves recommendations of management for the
compensation of the chief executive officers of the Corporation's banking
subsidiaries, recommends to the full Board the amount of the contribution to be
made to the Corporation's Profit Sharing Plan and administers and makes awards
under the Corporation's Stock Option and Incentive Plan. The Compensation
Committee is currently composed of Laurence R. Steenberg, Chair; Ben L. Cundiff,
Susanne R. Emge, John D. Lippert, George D. Martin, and Robert D. Vance. During
1999, the Compensation Committee met nine times.
The Audit Committee approves and reviews the internal audit programs of the
Corporation and its subsidiaries. The Audit Committee reviews the results of the
independent accountant's audit and reports to the Board of Directors. The Audit
Committee is currently composed of Ronald G. Reherman, Chair; Donald G. Harris,
H. Ray Hoops, and Richard F. Welp. During 1999 the Audit Committee met fifteen
times.
The Executive Committee was formed in 1999 to assist in the transition of
executive functions, first to Mr. Vance and then to Mr. Vea. The Executive
Committee is generally empowered to exercise all functions of the Board of
Directors that can be delegated to a committee between meetings of the full
Board. The Executive Committee is currently composed of Mr. Vea, Chair; Ben L.
Cundiff, Donald G. Harris, Laurence R. Steenberg, and Robert D. Vance. During
1999, the Executive Committee met ten times.
The director nominating function is performed by the entire Board of Directors.
Shareholders who wish to nominate persons for election as directors must comply
with the advance notice and eligibility requirements contained in Article III,
Section 9 of the Corporation's Bylaws, a copy of which is available on request.
Such request and any nominations should be addressed to the Secretary, National
City Bancshares, Inc., 227 Main Street, P. O. Box 868, Evansville, Indiana,
47705-0868.
Directors of the Corporation who are not employees of the Corporation or its
other subsidiaries receive an annual retainer of $8,000 plus $500 for each Board
of Directors' meeting attended and $250 for each committee meeting attended.
Directors who are corporate or subsidiary employees receive no separate
compensation for Board service.
<PAGE> 10
COMPENSATION OF EXECUTIVE OFFICERS
The following table sets forth the compensation for each of the persons who
served as Chief Executive Officer of the Corporation, and the Corporation's
executive officers whose compensation exceeded $100,000 for the year ended
December 31, 1999 (the "Named Executive Officers.")
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Long-Term
Annual Compensation Compensation
------------------- Awards
------
Securities
Underlying Options All Other
Name and Principal Position Year Salary Bonus (1) # Shares (2) Compensation
- -------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Michael T. Vea 1999 $112,630 0 110,250 $396,789 (3)
Chairman of the Board and 1998 0 0 -- 0
Chief Executive Officer 1997 0 0 -- 0
(Since September 1999)
Robert D. Vance 1999 208,312 0 9,450 13,200 (8)
Interim Chairman and 1998 53,925 0 4,199 (4) 5,000 (8)
Chief Executive Officer 1997 0 0 -- 0
(February - September 1999)
Michael F. Elliott 1999 72,009 0 0 175,000 (7)
Chairman of the Board and 1998 281,300 $18,008 49,611 (6) 16,480 (8)
Chief Executive Officer(5) 1997 215,929 34,650 23,151 (6) 18,397 (8)
(January - February 1999)
Robert A. Keil 1999 221,000 0 0 13,200 (8)
President 1998 201,650 35,658 27,561 16,480 (8)
1997 169,800 30,450 17,364 18,397 (8)
Curtis D. Ritterling 1999 244,400 0 0 13,200 (8)
Executive Vice-President, 1998 163,333 0 27,561 0
Assistant Secretary and 1997 25,095 0 5,788 0
Assistant Treasurer
Stephen C. Byelick, Jr. 1999 100,000 0 0 8,578 (8)
Controller 1998 86,599 0 7,716 8,920 (8)
1997 80,000 0 3,472 0
</TABLE>
(1) Amounts shown represent bonuses and amounts paid under incentive
compensation plans.
(2) Options granted have been adjusted for stock dividends.
(3) Amount includes signing bonus paid to Mr. Vea upon employment of $76,000,
award of 8,750 shares of $237,344, and allowance for relocation and
temporary living expenses and taxes on such income.
(4) Options lapsed with Mr. Vance's retirement on September 21, 1999.
(5) Mr. Elliott resigned his position with the Corporation effective February
16, 1999.
<PAGE> 11
(6) Options were forfeited by Mr. Elliott effective May 16, 1999.
(7) Represents amount paid to Mr. Elliott upon termination.
(8) Represents amounts contributed to the profit sharing plan and cash balance
plan provided for all employees who complete one year of service.
1999 STOCK OPTION GRANT TABLE
The following table sets forth the stock options granted to the Named Executive
Officers during 1999.
<TABLE>
<CAPTION>
Individual Grants
- --------------------------------------------------------------------------------
Number of % of Total
Securities Options
Underlying Granted to Exercise
Options Employees Price Expiration Grant Date
Name Granted in 1999 Per Share Date Present Value (3)
---- ---------- ---------- --------- ---------- -----------------
<S> <C> <C> <C> <C> <C>
Michael T. Vea 78,750 (1) 45.73% $25.83 09/06/09 $588,300
31,500 (2) 18.29% 25.83 09/06/09 236,100
Robert D. Vance 9,450 (1) 5.49% 23.81 10/19/09 71,900
</TABLE>
(1) The options vest in three equal installments on the first, second, and
third anniversaries of the grant date.
(2) The options vest in two equal installments on the first and second
anniversaries of the grant date.
(3) These values were established using the Black Scholes stock option
valuation model, modified to include dividends. Assumptions used to
calculate the Grant Date Present Value for options granted during 1999
were as follows:
(a) Expected Volatility - the variance in the percent change in stock
price during the 20-month period immediately preceding each grant,
which was 25.14% for Mr. Vea and 24.47% for Mr. Vance.
(b) Risk Free Rate - the average monthly rate for 10-year U.S. Treasury
zero-coupon obligations during the month of grant as published in the
Wall Street Journal, which was 6.42% for Mr. Vea and 6.52% for Mr.
Vance.
(c) Dividend Yield - the yield calculated by dividing the annualized
dividend rate of the Corporation's common stock in the amount of $0.80
per share by the fair market value of the stock on the date of grant,
which resulted in an assumed dividend yield of 3.10% for Mr. Vea and
3.36% for Mr. Vance.
(d) Time of Exercise - the maximum exercise period for each grant at the
time of the grant, which was 10 years.
<PAGE> 12
1999 STOCK OPTION EXERCISES AND YEAR-END VALUE TABLE
The following table sets forth the number and value of all unexercised stock
options held by the Named Executive Officers at year end.
<TABLE>
<CAPTION>
Value ($) of
Number (#) of Unexercised
Unexercised "in-the-money"
Options - Options -
12/31/99 12/31/99 (1)
-------- ------------
Shares Acquired Value Exercisable/ Exercisable/
Name on Exercise Realized ($) Unexercisable Unexercisable
---- --------------- ------------ ------------- -------------
<S> <C> <C> <C> <C>
Michael T. Vea 0 0 0/ 0/
110,250 0
Robert D. Vance 0 0 0/ 0/
9,450 $1,181
Michael F. Elliott 48,039 $289,800 0/ 0/
0 0
Robert A. Keil 10,067 53,053 85,300/ 268,311/
0 0
Curtis D. Ritterling 0 0 33,349/ 0/
0 0
Stephen C. Byelick, Jr. 0 0 11,188/ 0/
0 0
</TABLE>
(1) Value is calculated based on the closing market price of the common stock
on December 31, 1999 ($25.125), less the applicable option exercise price.
<PAGE> 13
COMPENSATION PLANS
Mr. Vea's Contract of Employment
- --------------------------------
Michael T. Vea is serving as Chief Executive Officer of the Corporation pursuant
to a Contract of Employment dated August 23, 1999. The contract is for an
initial term ending September 7, 2002 with automatic one-year renewals unless
either party elects otherwise. The contract provides for an annual base salary
of $350,000, which is subject to annual review by the Compensation Committee.
The base salary may be increased (but not decreased) based upon the performance
criteria described in the following sentence. The contract calls for the
Corporation to establish a performance bonus plan providing for additional
compensation to Mr. Vea based on performance of the Corporation as measured by
earnings and earnings per share growth, return on equity, and credit quality.
The contract also provided for additional cash payments to Mr. Vea as follows:
$40,000 on September 7, 1999; $12,000 on October 1, 1999 and on the first day of
each succeeding month through May 1, 2000; and $14,000 on June 1, 2000.
The contract provided for a one-time grant of 8,750 shares of the Corporation's
common stock and two grants of options to purchase shares of the Corporation's
common stock. One option grant, which was made under the Corporation's 1999
Stock Option and Incentive Plan, awarded Mr. Vea with options to purchase 75,000
shares at $27.125 per share, which vest annually in thirds commencing September
6, 2000. The other option grant, which was made outside of the 1999 Stock Option
and Incentive Plan, was for options to purchase 30,000 shares at $27.125 per
share, which vest annually in two halves commencing September 6, 2000.
The contract provides for a lump-sum severance payment to Mr. Vea if his
employment is terminated under certain circumstances by the Corporation or by
Mr. Vea. The amount of the payment would be equal to Mr. Vea's unpaid base
salary for the remaining term of the contract (but not less than one year)
unless Mr. Vea terminates his employment for "good reason" which would include a
change in control of the Corporation, in which case the severance payment would
be based upon Mr. Vea's base salary for a three-year period, plus an amount
equal to the larger of the performance bonus paid in the preceding year or the
average of the performance bonuses paid in the preceding three years. Mr. Vea is
required to pay any excise taxes with respect to any compensation paid to him
that would represent an "excess parachute payment" within the meaning of Section
280G of the Internal Revenue Code of 1986, as amended (the "Code"), unless the
Board has previously approved the change in control or Mr. Vea has terminated
his employment for certain of the criteria that constitute good reason after a
change in control of the Corporation has occurred.
Termination Benefits Agreements
- -------------------------------
The Corporation is a party to a Termination Benefits Agreement with the
following officers: James E. Adams, Stephen C. Byelick, Jr., John A. Crumrine,
D. Michael Kramer, and Curtis D. Ritterling (the "Covered Officers"). The
purpose of the agreements is to encourage them to remain with the Corporation by
assuring them of certain benefits in the event of a change in control of the
Corporation.
The Termination Benefits Agreements provide for payments to the Covered Officers
upon the occurrence of certain events. Each Termination Benefits Agreement has a
term of three years and is automatically extended annually for an additional
one-year period unless notice is given by the Corporation or the Covered
Officer. The Termination Benefits Agreements are designed to protect the Covered
Officer against termination of his employment following a change in control of
the Corporation. For purposes of the Termination Benefits Agreement, a change in
control is broadly defined to include, among other things, the acquisition by a
person or group of persons of 25% or more of the combined voting power of the
stock of the Corporation, the replacement of a majority of the current Board of
Directors, or the approval by the shareholders of the Corporation of a merger,
consolidation or reorganization of the Corporation unless more than 60% of the
outstanding share of the Corporation resulting from such transaction are owned
by persons who were shareholders of the Corporation prior to such transaction.
<PAGE> 14
Following a change in control, the Covered Officer is entitled to the benefits
provided by the Termination Benefits Agreement if, after a change in control, he
terminates his employment with the Corporation in response to certain actions by
the Corporation which include, among other things, a substantial reduction in
his duties or responsibilities, a reduction in the level of salary payable to
him, the failure by the Corporation to continue to provide him with benefits
substantially similar to those previously provided to him, the required
relocation of the Covered Officer, or the breach by the Corporation of any of
the provisions of the Termination Benefits Agreement.
Upon termination of employment, a Covered Officer who is entitled to the
benefits payable under the Termination Benefits Agreement shall receive within
30 days following the termination all earned but unpaid salary, bonus, and
incentive payouts through the date of his termination. In addition, he shall be
entitled to a lump-sum payment of an amount equal to 2.9 times the Covered
Officer's average annual compensation paid by the Corporation for the past five
years, reduced by the amount of any "excess parachute payment" within the
meaning of Section 280G of the Code.
Profit Sharing Plan
- -------------------
The Corporation maintains a savings and profit sharing plan ("Profit Sharing
Plan") for substantially all full-time employees who have completed one year of
service. Employees may voluntarily contribute to the plan. The Corporation's
annual contribution to the plan, which is subject to the discretion of the Board
of Directors, cannot exceed 7% of the Corporation's net income before income
taxes.
Cash Balance Plan
- -----------------
The Corporation has a cash balance plan for employees of the Corporation and its
subsidiaries. The plan is a type of defined benefit plan intended to qualify
under section 401(a) of the Code under which participants are credited with
amounts based on annual compensation and interest. Pay-based credits are equal
to 5% of compensation, and interest is based on the annual rate of interest on
30-year Treasury securities. Compensation generally includes all W-2 wages plus
certain pre-tax deferrals to other plans of the Corporation up to $160,000, as
indexed for cost of living increases. The normal form of pension payment is a
life annuity. For a married participant, the normal payment is in the form of a
qualified joint and survivor annuity. Participants may elect to receive their
accrued retirement benefit in a single lump sum. The annual pension benefit is
not subject to any deduction for social security benefits.
Based on current compensation levels, the estimated annual benefits payable at
normal retirement age for Mr. Ritterling and Mr. Byelick is $41,000 and $12,700,
respectively. Mr. Vance received a lump sum payout of $8,123, computed on the
basis of his termination of employment, effective September 21, 1999. Mr. Keil
received a lump sum distribution of $16,672, computed on the basis of his
termination of employment, effective December 31, 1999.
Separation Agreement with Mr. Elliott
- -------------------------------------
The Corporation agreed to pay Mr. Elliott, the Corporation's former CEO,
$175,000 in severance during 1999. All other benefits with Mr. Elliott ceased as
of his date of separation of employment. In addition, all unvested options were
forfeited as of such date.
Agreements with Mr. Keil
- ------------------------
The Corporation is a party to a deferred excess benefit agreement with Mr. Keil.
The agreement is intended to compensate Mr. Keil for benefits that were not
available to him under the Corporation's pension plan because of certain legal
limits imposed on the plan and the early termination of the plan. The agreement
calls for a benefit payable in four equal annual installments upon termination
of employment equivalent to a benefit that would have been paid to Mr. Keil
under the pension plan if the plan had not been terminated and without regard to
any legal limitations imposed on the plan, reduced by the amount of the lump sum
benefit actually paid to Mr. Keil upon termination of the plan. After Mr. Keil's
retirement on December 31, 1999, the benefit was computed at $625,872 and the
payout began as described above. The Corporation agreed to pay Mr. Keil a lump
sum payment of $250,000 in connection with the termination of his employment as
a result of retirement. In addition, the Corporation entered into a Consulting
Agreement with Mr. Keil under which the Corporation agreed to engage Mr. Keil as
a consultant at a monthly fee equal to $5,000 per month for a period of up to
five months beginning effective as of January 1, 2000.
<PAGE> 15
REPORT OF THE COMPENSATION COMMITTEE ON EXECUTIVE COMPENSATION
Compensation Committee Philosophy
- ---------------------------------
The Compensation Committee of the Board of Directors of the Corporation
currently comprises the non-employee directors named below. The Committee
believes that the Corporation's compensation policies should meet the following
objectives:
- support a pay-for-performance policy that rewards executive officers for
coordinated and sustained effort toward enhancing the Corporation's
performance and maximizing the value of the Corporation to its
shareholders; and
- provide compensation opportunities which are competitive with those of
comparable institutions, allowing the Corporation to attract and retain
the highly skilled management personnel necessary to insure its long term
success.
These objectives are implemented in an executive compensation program which
includes competitive base salaries, cash bonuses tied to performance and
stock-based compensation.
Base Salaries
- -------------
The Compensation Committee reviews and approves salaries for the executive
officers in addition to Mr. Vea on an annual basis. The Committee also reviews
and approves the recommendations of management for the base salaries of the
chief executive officers of the Corporation's subsidiaries. The Committee
considers the recommendations of and relies on information provided by the CEO
in determining the salaries of the executive officers other than the CEO. The
Compensation Committee may also consider information derived from reports of
public companies in the banking industry and national surveys of compensation
data. Ultimately, however, the salaries are based on a subjective analysis of
each officer's performance during the prior year, as well as an evaluation of
the individual executive's expected future performance. In approving salary
decisions, the Committee exercises its discretion and judgment with no specific
formula being applied to determine salary levels.
The Compensation Committee reviewed information assembled by the Corporation's
compensation consultant, Towers Perrin, in determining the compensation levels
for new employees hired during 1999 for three non-CEO executive positions. The
consultant gathered pay data from three surveys and its own database to
determine compensation for these three positions. The Committee approved base
salaries and signing bonuses at levels above the median base salaries determined
by the compensation consultant for such positions at comparably sized
institutions because the Committee concluded that the approved amounts were
necessary to attract the most qualified individuals interested in filling the
positions.
Cash Bonuses
- ------------
Each executive officer has an opportunity to earn a cash bonus based upon
performance. Annual incentive bonus opportunities for executive officers are
based on the Committee's belief that a significant portion of the annual
compensation of each executive officer should be contingent upon performance.
During 1999, the Committee reviewed and approved specific performance targets
based on net income that had been recommended by Mr. Vance with input from the
executive officers and the CEOs of its subsidiaries. A specific net income
target (adjusted to give effect to the payment of the bonus amounts) and bonus
amount was set for the Corporation's executive officers and for each subsidiary.
The payout of a subsidiary's bonus is determined by management of the
subsidiary.
Bonus payouts totaling $103,700 were approved to the two subsidiaries which had
achieved their adjusted net income targets. No bonuses were paid to the
Corporation's executive officers or to the other subsidiaries because their
targets had not been achieved.
<PAGE> 16
Stock-Based Compensation
- ------------------------
The Compensation Committee believes that the grant of stock options will
motivate executives to create long-term growth in shareholder value. Pursuant to
the Corporation's 1999 Stock Option and Incentive Plan (the "Stock Option
Plan"), options are granted at the discretion of the Committee. The number of
option shares covered by such grants is determined based upon assessment of the
individual's performance. The Committee considers the recommendation of and
relies on information provided by the CEO in determining the number of option
shares to be granted to the non-CEO executive officers. The Committee believes
that the periodic grant of time-vested stock options provides an incentive that
focuses the executives' attention on managing the business as owners of an
equity stake in the Corporation. It further motivates executives to maximize
long-term growth and profitability because value is created in the options only
as the Corporation's stock price increases after the option is granted.
The only awards made in 1999 under the Stock Option Plan to any executive
officers were awards to Mr. Vea, Mr. Vance and three newly appointed executive
officers. All option awards were made with exercise prices equal to fair market
value on the date of grant and vest equally in thirds over three years (except
Mr. Vea), beginning one year from the date of grant. Mr. Vea's awards are
discussed below.
Compensation of CEO
- -------------------
Three individuals served as CEO of the Corporation during 1999.
Michael F. Elliott resigned his positions with the Corporation effective
February 16, 1999. Under a Separation Agreement with Mr. Elliott, the terms of
which were approved by the Board of Directors, the Corporation paid Mr. Elliott
$175,000 in severance. All other benefits to Mr. Elliott ceased as of his date
of separation. Options granted to Mr. Elliott during 1998 were forfeited at the
time of his resignation.
Robert D. Vance served as interim CEO from the date of Mr. Elliott's resignation
through September 7, 1999. Mr. Vance was paid an annual base salary of $300,000
for his services as CEO. In addition, on October 20, 1999, the Committee made an
award under the Stock Option Plan to Mr. Vance of options to purchase 9,000
shares of common stock at $25.00 per share, which vest annually in thirds
commencing October 19, 2000.
Michael T. Vea began serving as CEO on September 7, 1999. Mr. Vea's compensation
for 1999 was determined by a Contract of Employment negotiated between Mr. Vea
and the special committee of the Board of Directors of the Corporation formed to
locate a new CEO. The terms of the contract were approved by the Corporation's
Board of Directors and are summarized elsewhere in this document. Under Mr.
Vea's contract, he is entitled to an annual base salary of $350,000 which is
subject to annual review by the Committee. Mr. Vea's contract also provides for
the following additional cash payments: $40,000 on September 7, 1999; $12,000 on
October 1, 1999 and on the first day of each month succeeding through May 1,
2000; and $14,000 on June 1, 2000. Mr. Vea's contract also provided for a
one-time grant of 8,750 shares of the Corporation's common stock and two grants
of options to purchase shares of the Corporation's common stock. One option
grant, which was made under the Stock Option Plan, was for options to purchase
75,000 shares at $27.125 per share, which vest annually in thirds commencing
September 6, 2000. The other option grant, which was made outside of the Stock
Option Plan, was for options to purchase 30,000 shares at $27.125 per share,
which vest annually in two halves commencing September 6, 2000.
Section 162(m)
- --------------
Section 162(m) of the Internal Revenue Code limits the deductibility of
compensation paid to certain executives of public companies in excess of $1
million in any year unless the compensation qualifies as performance-based
compensation. Historically, the compensation paid to the Corporation's executive
officers would not have been affected by Section 162(m). None of the
compensation paid to executive officers of the Corporation for 1999 is
nondeductible. The Committee will consider the possible impact of Section 162(m)
on future compensation decisions and will endeavor, where possible, to make
compensation awards which qualify as performance-based compensation.
<PAGE> 17
Submitted by the Compensation Committee:
Laurence R. Steenberg, Chair; Ben L. Cundiff; Susanne R. Emge; John D.
Lippert; George D. Martin; and Robert D. Vance.
Compensation Committee Interlocks and Insider Participation in Compensation
Decisions
- ---------------------------------------------------------------------------
No member of the Compensation Committee is involved in a relationship requiring
disclosure as an interlocking executive officer/director or under Item 404 of
Regulation S-K or as a former officer or employee of the Corporation, except
that Mr. Lippert and Mr. Vance (who was appointed to the Committee after he
resigned his position as an officer of the Corporation) are former officers of
the Corporation.
COMPARATIVE STOCK PERFORMANCE
The following is a line graph comparing the cumulative total shareholder return
among National City Bancshares, Inc. (NCBE); the Center for Research in
Securities Prices (CRSP), at the University of Chicago, Total Return Index for
Nasdaq Bank Stocks (NASDAQ BANKS); and the CRSP Total Return Index for The
Nasdaq Stock Market, U.S. Companies only, (NASDAQ STOCK MARKET). It assumes that
$100 was invested December 31, 1994, and all dividends were reinvested. Fiscal
year ending December 31 data is used. The shareholder return shown on the graph
is not necessarily indicative of future performance.
<TABLE>
(GRAPH)
1994 1995 1996 1997 1998 1999
------ ------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C> <C>
NCBE 100.00 111.29 146.94 240.33 214.15 155.46
NASDAQ BANKS 100.00 149.00 196.73 329.39 327.00 314.35
NASDAQ STOCK MARKET 100.00 141.34 173.89 213.07 300.43 555.99
</TABLE>
<PAGE> 18
TRANSACTIONS WITH MANAGEMENT
Directors and officers of the Corporation and its subsidiaries and their
affiliates have transactions with the Corporation's subsidiaries. These
transactions consist of extensions of credit made by the subsidiaries in the
ordinary course of business on substantially the same terms, including interest
rates and collateral, as those prevailing at the time for comparable
transactions with other persons. In the opinion of management, except for the
transaction described in the following paragraph, those transactions do not
involve more than a normal risk of being collectible or present other
unfavorable terms.
In 1995, NCBE Leasing Corp., the Corporation's leasing subsidiary ("NCBE
Leasing") entered into a transaction with Southern Indiana Minerals, Inc.
("SIMI"). SIMI is a wholly-owned subsidiary of SIGCORP, Inc., the holding
company for Southern Indiana Gas and Electric Company ("SIGECO") and nine other
nonregulated subsidiaries. Mr. Reherman, a director of the Corporation, is an
executive officer of SIMI and SIGCORP. SIMI has developed a process to recycle
filter cake from SIGECO's emission control services into a filler material used
in the paint and roof coating industries. This allows SIGECO to avoid disposing
of the filter cake in a landfill. NCBE Leasing acquired plant and equipment at a
total cost of $3.8 million and entered into a lease with SIMI for a term of 15
years, with rental payments commencing in October 1997. The largest amount of
SIMI's obligation to NCBE Leasing during 1999 under the lease was $4,401,000. At
March 1, 2000, SIMI's obligation under the lease was $4,098,000. SIMI has been
in a research and development phase of operations and, to date, has incurred
losses from operations. Although SIGCORP has continued to provide equity to SIMI
to fund its operating losses and meet its obligations under the lease, it is not
known whether SIMI will be able to achieve profitable operations. Under the
Corporation's lending policies, loans which are current, but as to which serious
doubt exists as to repayment ability, may be placed on a non-accrual basis which
means that interest recognition is suspended. Due to uncertainties regarding
SIMI's ability to operate profitably in the future, the lease with SIMI was
placed on a non-accrual basis in the Corporation's consolidated financial
statements for 1999.
SECTION 16 (A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), requires the Corporation's executive officers and directors, and persons
who own more than 10% of a registered class of the Corporation's equity
securities, to file reports of ownership and changes in ownership with the
Securities and Exchange Commission. Executive officers, directors, and greater
than 10% shareholders are required by SEC regulation to furnish the Corporation
with copies of all Section 16(a) forms they file.
Based solely on review of the copies of such forms furnished to the Corporation,
or written representations that no Forms 5 were required, the Corporation
believes that during 1999 all Section 16(a) filing requirements applicable to
its executive officers, directors, and greater than 10% beneficial owners were
complied with, except that the Form 3 filed by James E. Adams, Executive Vice
President, failed to report 210 shares.
<PAGE> 19
PROPOSAL 2: PROPOSAL TO
CHANGE THE NAME OF THE CORPORATION
On December 15, 1999, the Board of Directors of the Corporation adopted, and is
recommending to the shareholders for their approval at the meeting, a resolution
to amend the Corporation's Restated Articles of Incorporation to change the name
of the Corporation to Integra Bank Corporation. The text of the Board's
resolution is as follows:
RESOLVED, that Article I of the Corporation's Restated
Articles of Incorporation is hereby amended to read as follows:
"ARTICLE I
Name
The name of the Corporation is Integra Bank Corporation."
The Board of Directors believes that the change in corporate name is an
important component of management's strategic plan to improve the profitability
and facilitate the future growth of the Corporation. One aspect of this plan
involves the consolidation of the Corporation's twelve separate banking
subsidiaries into a single, multi-state, bank. The plan also contemplates the
adoption of a distinctive new name for the Corporation and its banking
subsidiary. The Board believes that the presence of a larger banking
organization using the name "National City" in many of the geographic areas
where the Corporation operates or may operate in the future limits the potential
growth of the Corporation.
Stock certificates evidencing common stock of the Corporation may be retained by
shareholders and need not be exchanged for certificates containing the
Corporation's new name. Stock certificates reflecting the new corporate name
will be issued to shareholders upon any purchase, sale or other disposition of
common stock following the effective date of the name change.
If approved by the shareholders, the proposed amendment will become effective
upon the filing of Articles of Amendment with the Indiana Secretary of State.
This filing is expected to take place shortly after the meeting. However, the
Board of Directors may, without further vote by the shareholders, delay or
abandon the proposed name change if the Board concludes that such action would
be in the best interests of the Corporation and its shareholders.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE PROPOSAL TO AMEND THE
CORPORATION'S RESTATED ARTICLES OF INCORPORATION TO CHANGE THE NAME OF
THE CORPORATION.
<PAGE> 20
PROPOSAL 3: APPOINTMENT OF AUDITORS
The appointment of PricewaterhouseCoopers, LLP ("PricewaterhouseCoopers") as
auditors for the Corporation during 2000 will be submitted to the meeting in
order to permit shareholders to express their approval or disapproval. In the
event of a negative vote, a selection of other auditors will be made by the
Board of Directors. Representatives of PricewaterhouseCoopers will be present at
the meeting and will be given an opportunity to respond to questions and make a
statement, if they desire.
On May 20, 1998, the Corporation engaged the accounting firm of
PricewaterhouseCoopers as auditors for 1998. McGladrey & Pullen, LLP
("McGladrey") had served as the Corporation's auditors for 1997 and earlier
years. The change in auditors occurred as a result of a formal proposal process
involving three accounting firms, including PricewaterhouseCoopers. The decision
was approved by the Board of Directors. During the period from January 1, 1997
through May 20, 1998, there were no disagreements with McGladrey on any matter
of accounting principles or practices, financial statement disclosure, or
auditing scope or procedure, or any reportable events. McGladrey's report on the
consolidated financial statements of the Corporation for the years ended
December 31, 1997, contained no adverse opinion or disclaimer of opinion and was
not qualified or modified as to uncertainty, audit scope or accounting
principles.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE APPOINTMENT OF
PRICEWATERHOUSECOOPERS, LLP.
SHAREHOLDER PROPOSALS FOR 2000 ANNUAL MEETING
The date by which shareholder proposals must be received by the Corporation for
inclusion in the proxy materials relating to the 2001 annual meeting of
shareholders is December 21, 2000. The Corporation's By-Laws provide that
shareholders are required to give advance notice to the Corporation of any
nomination by a shareholder of candidates for election as directors and of any
business to be brought by a shareholder before a shareholders' meeting. With
respect to annual meetings, the By-Laws generally provide that a shareholder of
record entitled to vote at such meeting may nominate one or more persons for
election as director or directors or properly bring business before such meeting
only if the shareholder gives written notice thereof to the Secretary of the
Corporation not less than 90 days prior to the annual meeting. The notice must
contain specified information about each nominee or the proposed business and
the shareholder making the nomination or proposal. These advance notice and
eligibility provision are set forth in Article II, Section 9, and Article III,
Section 8 of the Corporation's By-Laws, a copy of which is available upon
request. Such requests and any shareholder proposals should be sent to James E.
Adams, Secretary, National City Bancshares, Inc., 227 Main Street, P. O. Box
868, Evansville, Indiana 47705-0868.
INCORPORATION BY REFERENCE
To the extent this Proxy Statement has or will be specifically incorporated by
reference into any filing by the Corporation under the Securities Act of 1933,
as amended, or the Securities Exchange Act of 1934, as amended, the sections of
this Proxy Statement entitled "Report of the Compensation Committee" and
"Comparative Stock Performance" shall not be deemed to be so incorporated unless
specifically otherwise provided in any such filing.
<PAGE> 21
OTHER MATTERS
The Board of Directors of the Corporation is not aware of any other matters that
may come before the meeting. However, the enclosed Proxy will confer
discretionary authority with respect to matters which are not known to the Board
of Directors at the time of printing hereof and which may properly come before
the meeting. A COPY OF THE CORPORATION'S 1999 ANNUAL REPORT ON FORM 10-K FILED
WITH THE SECURITIES AND EXCHANGE COMMISSION HAS BEEN MADE AVAILABLE TO
SHAREHOLDERS. EXHIBITS TO THE 10-K WILL BE MADE AVAILABLE UPON REQUEST, EXCEPT
THAT NATIONAL CITY BANCSHARES, INC. RESERVES THE RIGHT TO CHARGE A REASONABLE
ADMINISTRATIVE FEE FOR COPYING AND MAILING COSTS OF EXHIBITS. ADDRESS ALL
REQUESTS, IN WRITING, FOR THIS DOCUMENT TO JAMES E. ADAMS, SECRETARY, NATIONAL
CITY BANCSHARES, INC., 227 MAIN STREET, P. O. BOX 868, EVANSVILLE, INDIANA
47705-0868.
By Order of the Board of Directors,
/s/ James E. Adams
JAMES E. ADAMS
Secretary
April 19, 2000
<PAGE> 22
IMPORTANT PROXY INFORMATION
PLEASE RETURN
PLEASE FOLD AND DETACH HERE
- --------------------------------------------------------------------------------
<TABLE>
PROXY
<S> <C>
NATIONAL CITY BANCSHARES, INC. THIS PROXY IS SOLICITED ON BEHALF OF THE BOARDS OF DIRECTORS.
227 Main Street, P. O. Box 868 The undersigned hereby appoints John A. Crumrine and D. Michael Kramer, Proxies, each with
Evansville, IN 47705-0868 the power to appoint his or her substitute, and hereby authorizes them to represent and to
vote as below, all the shares of Common Stock of National City Bancshares, Inc.. held of
record by the undersigned on March 21, 2000, at the Annual Meeting of Shareholders to be
held on May 17, 2000, or any adjournment thereof.
1. ELECTION OF DIRECTORS -- CLASS II (term to expire 2003)
FOR all nominees listed below WITHHOLD AUTHORITY
(except as marked to the contrary below) [ ] to vote for all nominees listed below [ ]
INSTRUCTIONS: To withhold authority to vote for any individual nominee, strike a line through the nominee's name in the
list below.
Ben L. Cundiff Susanne R. Emge Laurence R. Steenberg Michael T. Vea
2. To consider and act upon a proposal to amend the Corporation's Restated Articles of Incorporation to change the name of the
Corporation to Integra Bank Corporation.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
3. To approve the appointment of PricewaterhouseCoopers, LLP as the Corporation's auditors for 2000.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
(continued, and to be signed on the other side)
(continued from other side)
4. The Proxies are authorized to vote in accordance with the recommendations of the Board of Directors upon such other business
as may properly come before the Meeting.
THIS PROXY CONFERS AUTHORITY TO VOTE "FOR" EACH PROPOSITION LISTED ABOVE UNLESS OTHERWISE INDICATED. (IF ANY OTHER BUSINESS IS
PRESENTED AT SAID MEETING, THIS PROXY SHALL BE VOTED IN ACCORDANCE WITH THE RECOMMENDATIONS OF THE BOARD OF DIRECTORS.)
PLEASE MARK, SIGN, DATE, AND RETURN THIS PROXY CARD PROMPTLY USING THE ENCLOSED POSTAGE-PAID ENVELOPE.
Please sign exactly as the name appears below. Joint owners should both sign. Trustee, corporate officers, and others
signing in a representative capacity should indicate the capacity in which
they sign.
DATED , 2000
------------
------------------------------------
Signature
------------------------------------
Signature, if held jointly
</TABLE>
