April 15, 1996
Dear Stockholder:
On behalf of the Board of Directors of PEMI BANCORP, INC. (the
"Company") you are cordially invited to attend the Annual Meeting of
Stockholders of the Company to be held on May 20, 1996 at 1:30 p.m. at the
Campton branch office of the Pemigewasset National Bank, Route 49, Campton, New
Hampshire 03223.
The Notice of the Annual Meeting and the Proxy Statement which are
enclosed, describe the matters to be voted upon at the meeting. In addition to
the specific items on our agenda, we will discuss generally the operations of
the Company and its subsidiary, the Pemigewasset National Bank (the "Bank"). We
welcome any appropriate questions you may have concerning the Company and the
Bank, and we will provide time during the meeting for questions from
stockholders.
The Annual Meeting of the Company has been called for the purpose of
(i) electing directors, (ii) ratifying the appointment of Shatswell, MacLeod &
Company, P.C. as independent auditors of the Company for the fiscal year ending
December 31, 1996, and (iii) for transacting any other business that may
properly come before the meeting or any adjournment thereof.
The enclosed proxy is solicited on behalf of the Board of Directors of
the Company, and the expense of the solicitation will be borne by the Company.
Any person giving a proxy pursuant to this solicitation may revoke it at any
time by written notice given prior to the Annual Meeting of Stockholders or the
proxy may be withdrawn and you may vote in person should you attend the meeting.
The enclosed proxy will be voted "FOR" the proposed slate of directors unless
marked to the contrary. The Board of Directors of the Company currently consists
of nine (9) directors, two of whom have been nominated for reelection along with
a third individual who has been nominated for election at the 1996 Annual
Meeting for a term of three (3) years. The Board of Directors has set the number
of directorships at nine (9). The three (3) persons nominated for election at
the 1996 Annual Meeting are: Andrew L. Morse, Ann M. Reever and Dean H. Yeaton.
Unless marked to the contrary, the enclosed proxy will be voted "FOR" each of
the proposals. If you are unable to attend, it is still important that your
shares be represented at the Annual Meeting. Please execute and date the
enclosed proxy and return it as soon as possible in the envelope provided.
Sincerely,
Fletcher W. Adams
President, Treasurer and
Chief Executive Officer
A copy of the Company's Annual Report to Stockholders, including
financial statements of the Company for the fiscal year ended December 31, 1995,
is enclosed.
<PAGE>
PEMI BANCORP, INC.
PROXY STATEMENT
FOR THE
ANNUAL MEETING OF STOCKHOLDERS
MAY 20, 1996
<PAGE>
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
Notice is hereby given that the Annual Meeting of Stockholders of PEMI
BANCORP, INC. (the "Company") will be held on May 20, 1996 at 1:30 p.m. at the
Campton branch office of the Pemigewasset National Bank, Route 49, Campton, New
Hampshire 03223 for the following purposes:
1. To elect three (3) directors; who, with the six (6) directors
whose terms of office do not expire at this meeting, will
constitute the full Board of Directors of the Company.
2. To ratify the appointment of Shatswell, MacLeod &
Company, P.C. independent public accountants, as auditors
for the Company for the fiscal year ending December 31,
1996; and
3. To transact such other business as may properly come
before the meeting or any adjournment thereof.
Only holders of the Company's Common Stock of record at the close of
business on March 29, 1996 are entitled to notice of and to vote at this meeting
or any adjournment thereof.
All stockholders who find it convenient to do so are urged to attend
the meeting in person.
By Order of the
Board of Directors
FLETCHER W. ADAMS
President, Treasurer and
Chief Executive Officer
Note: Whether or not you plan to attend the meeting, please
mark, date and sign the enclosed proxy and return it to the
Company in the envelope accompanying this notice. If you are
present at the meeting, you may vote in person even though you
have sent a proxy. Any person may obtain the Company's Annual
Report, the first copy of which will be provided free of
charge, by contacting: Mary Durgin, Pemi Bancorp, Inc. 287
Highland Street, West Plymouth, New Hampshire 03264, telephone
(603) 536-3339.
<PAGE>
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 20, 1996
The accompanying proxy is solicited by the Board of Directors (the
"Board of Directors") of PEMI BANCORP, INC. (the "Company") for use at the
Annual Meeting of Stockholders (the "Annual Meeting") to be held at the Campton
branch office of the Pemigewasset National Bank (the "Bank"), Route 49, Campton,
New Hampshire 03223, on May 20, 1996 at 1:30 p.m. and at any adjournment of the
meeting.
Only holders of record at the close of business on March 29, 1996 are
entitled to notice of and to vote at the meeting. On that date, the Company had
outstanding 690,401 shares of Common Stock (the "Common Stock"). Each share of
Common Stock is entitled to one vote, and a majority of the outstanding shares
will constitute a quorum for transacting business at the Annual Meeting.
The cost of the solicitation of proxies will be borne by the Company.
In addition to this solicitation by mail being made initially on or about April
15, 1996, directors, officers, and regular employees of the Company and/or the
Bank may make solicitations by telephone, telegraph, mail or personal interviews
and arrangements may be made with banks, brokerage firms and others to forward
proxy material to their principals. The Company will bear the expenses of any
such additional solicitations. The Company presently estimates that the total
cost for any such solicitation will not exceed $5,000.
All stockholders regardless of whether or not they plan to attend the
meeting in person are urged to send in proxies to assure a good representation
of shares at the meeting. A proxy may be revoked by a stockholder at any time
before it is exercised by: (i) filing a written request at or before the meeting
with the Secretary of the Company; (ii) giving a duly executed proxy bearing a
later date; or (iii) appearing personally at the meeting and giving a contrary
vote.
<PAGE>
-2-
PRINCIPAL STOCKHOLDERS
The following table includes certain information as of March 29, 1996
regarding the principal stockholders of the Company. With the exception of the
stockholders listed below, the Company is not aware of any beneficial owner of
five percent (5%) or more of the Company's Common Stock.
Name and Address of Amount of Shares Percent
Beneficial Owner Beneficially Owned(1) Of Class
- ------------------- --------------------- --------
American Global Insurance Co. 43,200 6.26%
c/o Fiduciary Trust Co. Int.
Two World Trade Center
New York, NY 10048
Fletcher W. Adams 57,927(2) 8.39%
President, Treasurer and
Chief Executive Officer
of the Company and the Bank;
Director
- ----------
(1) Percentages are based upon the 690,401 shares of Common Stock
outstanding as of March 29, 1996. The definition of a beneficial owner
of a security includes any person who, directly or indirectly, through
any contract, arrangement, understanding, relationship or otherwise has
or shares voting power or investment power with respect to such
security.
(2) Includes 44,250 shares owned individually by Mr. Adams, 4,000 shares
owned jointly with his wife, 1,700 shares owned by his son, and 1,700
shares owned by his daughter and 6,277 shares owned by an estate of
which Mr. Adams is Trustee.
PROPOSAL (1)
ELECTION OF DIRECTORS
The Articles of Incorporation and Bylaws of the Company provide for the
election of directors by stockholders. Pursuant to the Company's Articles of
Incorporation and Bylaws, the number of directorships shall be not less than
nine (9) or greater than twelve (12) as fixed from time to time by the Board of
Directors. The Board of Directors has fixed the number of directorships at nine
(9). The Board of Directors of the Company is divided into three classes as
nearly equal in number as possible. Classes of directors serve for staggered
three year terms. The terms of office of the members of one class expire, and a
successor class is to be elected at each annual meeting of stockholders. Vacant
directorships may be filled, until the expiration of the term of the vacated
directorship, by the vote of a majority of the directors then in office.
<PAGE>
-3-
There are three (3) directorships on the Board of Directors which are
up for election this year and the following individuals have been nominated by
the Board of Directors to serve for a three (3) year term: Andrew L. Morse, Ann
M. Reever and Dean H. Yeaton. Ann M. Reever and Dean H. Yeaton currently serve
as directors of the Company. Andrew L. Morse has been nominated to serve as a
director of the Company. Unless otherwise directed, the enclosed proxy will be
voted "FOR" such nominees. In the event any one or more nominees is unable or
declines to serve (events which are not anticipated), the persons named in the
proxy may vote for some other person or persons. The persons receiving the
largest number of votes cast shall be elected as directors.
DIRECTORS
The following table sets forth selected information relative to each
nominee for election as a director at this Annual Meeting (the first three (3)
directors listed), and all other directors who will continue their respective
terms in office (the six (6) continuing directors).
NOMINEES FOR ELECTION
Director of
PEMI BANCORP, Shares of
Name, INC. since and Common Stock
Title and (Expiration Beneficially
(Principal Date of Owned As of Percentage
Occupation) Age Current Term) March 29, 1996(1) Of Class
- ----------- --- ------------- ---------------- ----------
Andrew L.
Morse 53 Not Applicable 1,000(2) .14%
Ann M.
Reever 51 1993 2,450(3) .35%
Director (1996)
(Self-employed
business manager
Member of Pemi-
Baker Regional
School Board,
Director of
Swift Water
Girl Scout Council)
- ---------
Footnotes follow table
<PAGE>
-4-
CONTINUING DIRECTORS
Director of
PEMI BANCORP, Shares of
Name INC. since and Common Stock
Title (Expiration Beneficially
(Principal Date of Owned As of Percentage
Occupation) Age Current Term) March 29, 1996(1) Of Class
- ----------- --- ------------- ----------------- ----------
Dean H.
Yeaton 58 1986 3,850(4) .56%
Director; (1996)
(President
Yeaton Oil Co,;
President Dean
H. Yeaton, Inc.)
John P.
Clark 46 1991 1,760(5) .25%
Director; (1997)
(Executive
Assistant to
the President
of Plymouth
State College)
James E.
Currie 72 1985 3,600(6) .52%
Director; (1997)
(Vice President
and Secretary of the
Company)
Milton E.
Pettengill 69 1985 8,800(7) 1.27%
Chairman of (1997)
the Board of
Directors;
(Retired
President and
Chief Executive
Officer of the
Company and the Bank)
Fletcher W.
Adams 59 1985 57,927(8) 8.39%
Director; (1998)
(President,
Treasurer and
Chief Executive
Officer of the
Company and the Bank)
- ----------
Footnotes follow table
<PAGE>
-5-
CONTINUING DIRECTORS
Director of
PEMI BANCORP, Shares of
Name INC. since and Common Stock
Title and (Expiration Beneficially
(Principal Date of Owned As of Percentage
Occupation) Age Current Term) March 29, 1996(1) Of Class
- ----------- --- ------------- ---------------- ----------
John H.
Noyes 49 1994 9,500(9) 1.38%
Director; (1998)
(Treasurer; Noyes
Insurance Agency,
Inc., President;
Central Square
Insurance, Inc.)
Charles H.
Clifford, Jr. 59 1985 2,400(10) .35%
Director; (1998)
(President of
Clifford-Nicol
Printing, Inc.)
All Directors as a group 91,287 13.22%
====== =====
Nine (9) Individuals
- --------------------
(1) Percentages are based upon the 690,401 shares of Common Stock
outstanding. The definition of beneficial owner includes any person
who, directly or indirectly, through any contract, arrangement,
understanding, relationship or otherwise has or shares voting power or
investment power with respect to such security.
(2) All shares are owned individually by Mr. Morse.
(3) All shares are owned individually by Mrs. Reever.
(4) Includes 1,400 shares owned individually by Mr. Yeaton and
2,350 shares owned jointly with his wife.
(5) All shares owned individually by Mr. Clark.
(6) Includes 1,400 shares owned individually by Mr. Currie and
2,200 shares owned jointly with his wife.
<PAGE>
-6-
(7) Includes 1,000 shares owned individually by Mr. Pettengill and
7,800 shares owned jointly with his wife.
(8) Includes 44,250 shares owned individually by Mr. Adams, 4,000 shares
owned jointly with his wife, 1,700 shares owned by his son, and 1,700
shares owned by his daughter and 6,277 shares owned by an estate of
which Mr. Adams is Trustee.
(9) All shares are owned individually by Mr. Noyes.
(10) All shares are owned individually by Mr. Clifford.
Listed below is a brief biographical description of each nominee for
election as a Director at this Annual Meeting (the first three directors listed)
and all other directors who will continue their respective terms in office.
NOMINEES
- --------
Mr. Morse has been nominated to serve as a director of the Company. Mr.
Morse has been the owner of Waynes Market since 1991.
Ann M. Reever has been a director of the Company and the Bank since
1993. Mrs. Reever, a self-employed business manager, has been a member of the
Pemi-Baker Regional School Board since 1989 and a Director of the Swift Water
Girl Scout Council since 1991.
Dean H. Yeaton has been a director of the Company since 1986. Mr.
Yeaton has been a director of the Bank since 1986. Mr. Yeaton is the President
of Dean H. Yeaton, Inc., and the President of Yeaton Oil Company.
CONTINUING DIRECTORS
- --------------------
John P. Clark has been a director of the Company and the Bank since
April of 1991. Mr. Clark is the Executive Assistant to the President of Plymouth
State College and has held his position with the College since 1985.
James E. Currie has been a director of the Company since it was
organized in 1985. Prior to retiring in July of 1986, Mr. Currie was Vice
President and Senior Loan Officer of the Bank. Mr. Currie is also a director of
the Bank and has been a director of the Bank since 1976.
Milton E. Pettengill has been the President, Chief Executive Officer
and a director of the Company since it was organized in 1985. In January of
1990, he became Chairman of the Company. Mr. Pettengill has been with the Bank
since 1951. He has been an executive officer of the Bank since 1974, and a
director of the Bank since 1973. Retiring in January of 1990, he now serves as
Chairman of the Board.
<PAGE>
-7-
Fletcher W. Adams has been a director of the Company since it was
organized in 1985. From 1985 until 1990, Mr. Adams was the Executive Vice
President of the Company. In January, 1990, Mr. Adams became President and Chief
Executive Officer of the Company. Mr. Adams is also the President, Chief
Executive Officer and a Director of the Bank. Mr. Adams joined the Bank as
Executive Vice President in June of 1984. Prior to joining the Bank in June of
1984, Mr. Adams was the President of Adams Supermarket, Inc., a company which
owned a supermarket. Mr. Adams has been a director of the Bank since 1973.
John H. Noyes has been a director of the Company and the Bank since
1994. Mr. Noyes is the Treasurer of Noyes Insurance Agency, Inc. and since 1991
has served as President of Central Square Insurance, Inc.
Charles H. Clifford, Jr., has been a director of the Company since it
was organized in 1985. Mr. Clifford has been a director of the Bank since 1980.
Mr. Clifford is a partner in the business firm of Clifford-Nicol Printing and is
that firm's President.
EXECUTIVE COMPENSATION
The following table sets forth for the fiscal years ended December 31,
1995, 1994 and 1993, respectively, the remuneration received by the President,
Treasurer and Chief Executive Officer of the Company and Bank, respectively. No
individual employed by the Bank or Company received more than $100,000 in
compensation during fiscal years 1995, 1994 and 1993, respectively.
SUMMARY COMPENSATION TABLE
Name And
Principal Position Year Salary Bonus
- ------------------ ---- ------ -----
Fletcher W. Adams 1995 $93,600(1) $1,830(2)
President, Treasurer and 1994 $87,100(1) $1,715(3)
Chief Executive Officer of 1993 $82,800(1) $ 100(3)
the Company and the Bank
- ----------
(1) Includes salary and fees received for attendance at Board of
Director Meetings of the Bank and Company, respectively.
<PAGE>
-8-
(2) This amount includes a bonus of $1,730 equal to one week of salary.
Every full time employee of the Bank with seniority of one year or more
received a year end bonus equivalent to one week of salary. This amount
also includes a $100 Christmas bonus received by each full-time
employee of the Bank with seniority of one year or more.
(3) This amount includes a bonus of $1,615 equal to one week of salary.
Every full time employee of the Bank with seniority of one year or more
received a year end bonus equivalent to one week of salary. This amount
also includes a $100 Christmas bonus received by each full-time
employee of the Bank with seniority of one year or more.
(4) This amount represents a $100 Christmas bonus received by each
full-time employee of the Bank with seniority of one year or more.
In addition to the cash compensation paid to the executive officers of
the Company and the Bank, Mr. Adams received group life, health, hospitalization
and medical reimbursement insurance coverage. However, these plans do not
discriminate in scope, terms, or operation, in favor of officers of the Company
and the Bank and are available generally to all full-time employees.
Employment Contracts
- --------------------
There are no employment agreements with any employees of the Company or
Bank.
Pension Plan
- ------------
The Bank has a qualified pension plan covering substantially all of its
employees meeting certain eligibility requirements. Benefits paid under this
plan are based on fifty percent (50%) of monthly compensation reduced by 1/20
for each year of service less than twenty (20) years.
Compensation Of Directors
- -------------------------
The directors of the Company and the Bank receive $300 for each Board
of Directors meeting which they attend except for the Chairman of the Board of
Directors who receives $475 for each Board of Directors meeting which he
attends. In addition, members of various Board of Director's Committees receive
a fee of $150 per committee meeting attended.
<PAGE>
-9-
BOARD OF DIRECTORS MEETINGS
During 1995, the Board of Directors of the Bank and the Company met
thirteen (13) and five (5) times, respectively. All directors, while holding
such positions, attended at least 75% of the meetings held.
The following committees of the Bank assist the Board of Directors of
the Bank in the discharge of its responsibilities. All members are appointed
annually and serve until their successors are named. All committees report their
deliberations and recommendations to the Board. The principal responsibility and
membership of each committee are set forth below:
EXECUTIVE COMMITTEE
The Committee members are: John P. Clark, James E. Currie,
and Dean H. Yeaton.
This Committee's primary responsibility is to act on behalf of the
Board in its absence. The Committee is responsible for matters which require
board review but arise between full board meetings. This Committee also
coordinates the work of other committees.
DIRECTORS' LOAN REVIEW COMMITTEE
The Committee members are: Charles H. Clifford, Jr., Ann M.
Reever and John H. Noyes.
The Committee's primary responsibility is to review the Bank's loan
portfolio and approve loan requests over $100,000 and mortgage requests over
$150,000. Moreover, this Committee ensures that the Bank's lending policies are
adequate and that lending activities are conducted in accordance with the Bank's
Loan Policy, applicable rules and regulations.
NOMINATING/SALARY COMMITTEE
The Committee members are: John P. Clark, James E. Currie,
and Ann M. Reever.
This Committee's primary responsibility is to evaluate the performance
of the Bank's officers and to establish Bank officer compensation. Additionally,
the Committee oversees suggestions for Board Committee nominations.
<PAGE>
-10-
EMPLOYEES PENSION TRUST COMMITTEE
The Committee members are: Fletcher W. Adams and Dean H. Yeaton.
The Committee's primary responsibility is to oversee and monitor the
Employee's Pension Trust (the "Trust") activities and to provide guidance to the
Trust's investment practices.
AUDIT AND BOARD COMPLIANCE COMMITTEE
The Committee members are: John P. Clark, John H. Noyes and
Charles H. Clifford, Jr.
The Committee monitors and evaluates the Bank's operations and
compliance with board policies, applicable laws and regulations.
This Committee is also responsible for engaging a reputable accounting
firm to perform auditing services in compliance with the Office of the
Comptroller of the Currency's guidelines and to assist the Bank and Company in
the preparation of financial statements and annual reporting documents.
COMPLIANCE AND COMMUNITY REINVESTMENT ACT COMMITTEES
The Compliance and Community Reinvestment Act (CRA) Committee
members are: Ann M. Reever and certain members of the Bank's
management team.
The Compliance Committee evaluates the Bank's compliance with state and
federal banking regulations which affect the Bank and the Bank's performance in
complying with same. The CRA Committee ensures that all credit functions are
governed by appropriate consumer protection regulations.
ASSET/LIABILITY COMMITTEE
The Committee members are: John H. Noyes and certain members of the
Bank's Management Team.
This Committee is responsible for recommending policies and procedures
to the Board of Directors which Management believes will enable the Bank to
achieve its goal of earning a satisfactory and consistent level of profit. This
Committee strives to protect the Bank's profits from exposure to interest rate
risks and to protect the Bank's interest margins from uncontrolled erosion.
<PAGE>
-11-
Certain Relationships And Related Transactions
- ----------------------------------------------
Some of the directors and executive officers of the Company and
companies or organizations with which they are associated, have had, and may
have in the future, banking transactions with the Bank in the ordinary course of
the Bank's business. As of December 31, 1995, the Bank had outstanding $402,310
in loans to directors and executive officers of the Company and the Bank and
immediate family members of such executive officers and directors, which
represents 3.53% of capital.
The federal banking laws and regulations limit the aggregate amount of
indebtedness which banks may extend to bank insiders. Pursuant to such laws and
regulations, banks may extend credit to executive officers, directors, principal
stockholders or any related interest of such persons, if the extension of credit
to such persons is in an amount that, when aggregated with the amount of all
outstanding extensions of credit to such individuals, does not exceed the bank's
unimpaired capital and unimpaired surplus. As of December 31, 1995, the
aggregate amount of extensions of credit to insiders was well below this limit.
All loans and commitments to loan to the Company's and Bank's
directors, executive officers and their associates are made on substantially the
same terms, including interest rates, collateral and repayment terms, as those
prevailing at the time for comparable transactions with other persons and, in
the opinion of Management, do not involve more than a normal risk of collection
or, except as specified below, present other unfavorable features.
PROPOSAL (2)
RATIFICATION OF AUDITORS
Shatswell, MacLeod & Company, P.C. served as the Company's independent
public accountants for the fiscal year ending December 31, 1995. The Board of
Directors has appointed Shatswell, MacLeod & Company, P.C. as independent public
accountants for the fiscal year ending December 31, 1996.
The Company has been advised that a representative of Shatswell,
MacLeod & Company, P.C. will be present at the Annual Meeting of Stockholders.
They will be afforded the opportunity to make a statement, should they desire to
do so, and respond to appropriate questions.
The favorable vote of a majority of the shares represented at the
meeting is required to ratify the appointment of Shatswell, MacLeod & Company,
P.C.
<PAGE>
-12-
PROPOSAL (3)
OTHER MATTERS
The Board of Directors knows of no other matters which may be presented
for consideration at the meeting. However, if any other matters properly come
before such meeting, the persons named in the enclosed proxy will vote in their
discretion on such matters.
THE BOARD OF DIRECTORS RECOMMEND THAT
STOCKHOLDERS VOTE "FOR" PROPOSALS (1), (2) AND (3)
STOCKHOLDERS' PROPOSALS
Stockholders' proposals intended to be presented at the Annual Meeting
of Stockholders in 1997 must be received by the Company not later than December
31, 1996, in order to be considered for inclusion in the Company's proxy
statement and form of proxy relating to the 1997 Annual Meeting of Stockholders.
PEMI BANCORP, INC.
By /s/ FLETCHER W. ADAMS
----------------------------
FLETCHER W. ADAMS
Its President, Treasurer and
Chief Executive Officer
<PAGE>
PROXY FOR 1996 ANNUAL MEETING
OF
PEMI BANCORP, INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
PEMI BANCORP, INC.
The undersigned holder(s) of the Common Stock of PEMI BANCORP, INC. do
hereby nominate, constitute and appoint Bertram W. Pulsifer and Robert H. Rand
jointly and severally, proxies with full power of substitution, for us and in
our name, place and stead to vote all the Common Stock of said Company, standing
in our name on its books on March 29, 1996 at the Annual Meeting of its
stockholders to be held at the Campton branch office of the Pemigewasset
National Bank, Route 49, Campton, New Hampshire 03223 on May 20, 1996 at 1:30
p.m. or at any adjournment thereof with all the powers the undersigned would
possess if personally present, as follows:
THE BOARD OF DIRECTORS RECOMMENDS A VOTE
"FOR" PROPOSALS (1) THROUGH (3).
1. ELECTION OF DIRECTORS
Proposal to elect three (3) persons to serve as directors of the
Company. Such individuals are to serve for a three (3) year term and until their
successors are elected and qualified and with the six (6) continuing directors
whose terms of office do not expire at this meeting, will constitute the full
Board of Directors of Pemi Bancorp, Inc.
NOMINEES: To serve a three (3) year term: Andrew L. Morse; Ann M. Reever; and
Dean H. Yeaton.
______FOR all nominees listed above.
FOR ALL NOMINEES EXCEPT:
-------------------------------------------
-------------------------------------------
______WITHHOLD AUTHORITY TO VOTE FOR ALL NOMINEES LISTED ABOVE.
2. APPOINTMENT OF AUDITORS
Proposal to ratify the resolution adopted by the Board of Directors
appointing the independent public accounting firm of Shatswell, MacLeod &
Company, P.C. as independent auditors of PEMI BANCORP, INC. for the fiscal year
ending December 31, 1996.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
<PAGE>
-2-
3. OTHER BUSINESS
Proposal to conduct whatever other business may properly be brought
before the meeting or any adjournment thereof. Management at present knows of no
other business to be presented by or on behalf of the Company or its management
at the meeting. However, if any other matters are properly brought before the
meeting, the persons named in this proxy or their substitutes will vote in
accordance with their best judgment.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
THIS PROXY WILL BE VOTED IN ACCORDANCE WITH THE SPECIFICATION
INDICATED. IF NO SPECIFICATION IS INDICATED, THIS PROXY WILL BE VOTED "FOR"
PROPOSALS (1) THROUGH (3).
DATE:___________ ______________________________(L.S.)
Signature
______________________________
Print Name
DATE:___________ ______________________________(L.S.)
Signature
______________________________
Print Name
PLEASE SIGN AND RETURN When signing as attorney, executor,
administrator, trustee or guardian,
give full title. If more than one
trustee, all should sign. All joint
owners should sign.
THIS PROXY MAY BE REVOKED AT ANY TIME PRIOR TO THE MEETING BY WRITTEN NOTICE TO
THE COMPANY OR MAY BE WITHDRAWN AND YOU MAY VOTE IN PERSON SHOULD YOU ATTEND THE
ANNUAL MEETING.
PLEASE CHECK BELOW IF YOU PLAN TO ATTEND THE ANNUAL MEETING.
[ ] I PLAN TO ATTEND THE ANNUAL MEETING.
