<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
Peoples Financial Corporation
- --------------------------------------------------------------------------------
(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.
<PAGE> 2
[ ] 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 is 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> 3
[COMPANY LETTERHEAD]
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO THE SHAREHOLDERS:
NOTICE IS GIVEN that, pursuant to a call of its Directors, the Annual Meeting of
Shareholders of Peoples Financial Corporation (the "Company") will be held at
The Peoples Bank, 152 Lameuse Street, Biloxi, Mississippi, on April 5, 2000, at
7:00 P. M., local time, for the purpose of considering and voting upon the
following matters:
1. To elect six (6) Directors to hold office for a term of one (l) year, or
until their successors are elected and shall have qualified.
2. To approve the appointment of Piltz, Williams, LaRosa & Co. as the certified
public accountants of the Company.
3. To transact such other business as may properly come before the meeting or
any adjournments thereof.
Only those shareholders of record at the close of business on February 14, 2000,
shall be entitled to notice of, and to vote at, the meeting or any adjournments
thereof.
WHETHER OR NOT YOU EXPECT TO BE PRESENT AT THE MEETING, PLEASE DATE, SIGN AND
RETURN PROMPTLY THE ACCOMPANYING PROXY. IF YOU DO ATTEND THE MEETING, YOU MAY
REVOKE YOUR PROXY AND VOTE IN PERSON. THE PROXY ALSO MAY BE REVOKED AT ANY TIME
PRIOR TO ITS EXERCISE BY WRITTEN NOTICE TO THE SECRETARY OF THE COMPANY OR BY
EXECUTION OF A SUBSEQUENTLY DATED PROXY.
By Order of the Board of Directors
/s/ Chevis C. Swetman
---------------------------
Chevis C. Swetman
Chairman, President and Chief
Executive Officer
Dated and Mailed at
Biloxi, Mississippi
March 3, 2000
1
<PAGE> 4
PROXY STATEMENT FOR ANNUAL MEETING OF SHAREHOLDERS
I. GENERAL
This Proxy Statement is furnished in connection with the solicitation by the
Board of Directors of Peoples Financial Corporation (the "Company") of Proxies
for the Annual Meeting of Shareholders (the "Annual Meeting") to be held at The
Peoples Bank, 152 Lameuse Street, Biloxi, Mississippi, on April 5, 2000, at 7:00
P.M., local time, and any adjournment thereof, for the purposes stated in the
foregoing Notice of Annual Meeting of Shareholders.
Shareholders of record of the Company's Common Stock (the "Common Stock"), at
the close of business on February 14, 2000, (the "Record Date") are entitled to
receive notice of and to vote at the Annual Meeting or any adjournments thereof.
On the Record Date, the Company had outstanding 2,952,672 shares. A majority of
the outstanding shares constitutes a quorum. Except in the election of
directors, each share of Common Stock entitles the holder thereof to one (l)
vote on each matter presented at the Annual Meeting for Shareholder approval.
Action on a matter is approved if the votes cast in favor of the action exceed
the votes cast opposing the action. Abstentions are not counted.
Any person giving a Proxy has the right to revoke it at any time before it is
exercised. A shareholder may revoke his Proxy (l) by revoking it in person at
the Annual Meeting, (2) by written notification to the Secretary of the Company
which is received prior to the exercise of the Proxy, or (3) by a subsequent
Proxy presented to the Company prior to the exercise of the Proxy. All properly
executed Proxies, if not revoked, will be voted as directed. If the shareholder
does not direct to the contrary, the shares will be voted "FOR" the nominees
listed thereon and "FOR" each of the proposals described. Solicitation of
Proxies will be primarily by mail. Officers, directors, and employees of The
Peoples Bank (hereinafter referred to as the "Bank") also may solicit Proxies
personally. The Company will reimburse brokers and other persons holding shares
in their names, or in the names of nominees, for the expense of transmitting
Proxy materials. The cost of soliciting Proxies will be borne by the Company.
The Board of Directors is not aware of any matters other than as set forth
herein which are likely to be brought before the meeting. If other matters do
come before the meeting, the persons named in the accompanying Proxy or their
substitutes will vote the shares represented by such Proxies in accordance with
the recommendations of the Board of Directors of the Company.
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<PAGE> 5
II. ELECTION OF DIRECTORS
The following nominees have been proposed by the Board of Directors for election
at the Annual Meeting. The shares represented by properly executed Proxies will,
unless authority to vote is withheld, be voted in favor of these persons. In the
election of directors, each shareholder may vote his shares cumulatively by
multiplying the number of shares he is entitled to vote by the number of
directors to be elected. This product shall be the number of votes the
shareholder may cast for one nominee or by distributing this number of votes
among any number of nominees. If a shareholder withholds authority for one or
more nominees and does not direct otherwise, the total number of votes that the
shareholder is entitled to cast will be distributed equally among the remaining
nominees. Should any of these nominees be unable to accept the nomination, the
shares will be voted for such other persons as the Board of Directors shall
nominate. Each director is elected to hold office until the next annual meeting
of shareholders and until his successor is elected and qualified. Shareholders
may make nominations at the meeting. The persons who will be elected to the
Board of Directors will be the six nominees receiving the largest number of
votes.
<TABLE>
<CAPTION>
Director of
Business Experience Company Director of
Name Age During Last Five Years Since Bank Since
- ---------------------- ----- ------------------------------------- ----------- -----------
<S> <C> <C> <C> <C>
Drew Allen 49 President, Allen Beverages, Inc. 1996 1993
William A. Barq 78 Former Owner and President 1984 1971
(retired), Barq's Bottling Co., Inc.
Andy Carpenter 52 Executive Vice President, Peoples 1984 1984
Financial Corporation; Director and
Executive Vice President, The
Peoples Bank
Dan Magruder 52 President, Rex Distributing Co., Inc. 1993
Lyle M. Page 68 Partner, Page, Mannino, Peresich &
McDermott 1973
Chevis C. Swetman 51 Chairman of the Board, President 1984 1975
and Chief Executive Officer, Peoples
Financial Corporation; Chairman of
the Board, Director, President and
Chief Executive Officer, The
Peoples Bank
</TABLE>
3
<PAGE> 6
III. VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
On February 14, 2000, the Company had outstanding 2,952,672 shares of its Common
Stock, $1.00 par value, owned by approximately 664 shareholders. The following
is certain information about the shareholders beneficially owning more than five
percent of the outstanding shares of the Company.
<TABLE>
<CAPTION>
Amount and Nature of
Name & Address of Beneficial Owner Beneficial Ownership Percent of Class
- ---------------------------------- -------------------- ----------------
<S> <C> <C>
Ella Mae Barq 227,020 7.69%
P. O. Box 1347
Biloxi, MS 39533-1347
Chevis C. Swetman (1) 506,480 17.15%
1210 Beach Boulevard
Biloxi, MS 39530
(1) Includes shares owned by Mr. Swetman's son, shares owned by Mr. Swetman and
his wife jointly, shares owned by Mr. Swetman's IRA account, shares owned by the
IRA account of Mr. Swetman's wife and shares held by the Company's Employee
Stock Ownership Plan which have not been allocated to participants and for which
Mr. Swetman serves as trustee.
</TABLE>
4
<PAGE> 7
IV. OWNERSHIP OF EQUITY SECURITIES BY MANAGEMENT
The table sets forth the beneficial ownership of the Company's Common Stock as
of February 14, 2000, by persons who are currently serving as directors, persons
nominated for election at the Annual Meeting and each of the executive officers
named in Section V hereof. Also shown is the ownership by all directors and
executive officers as a group. The persons listed have sole voting and
investment power as to all shares except as indicated. Percent of outstanding
shares of Common Stock owned is not shown where less than one percent.
<TABLE>
<CAPTION>
Amount and Nature of
Beneficial Ownership of Percent of Outstanding
Common Stock Shares of Common Stock
- --------------------------------------- ----------------------- ----------------------
<S> <C> <C>
Drew Allen 1,920
William A. Barq 37,440 1.27%
Andy Carpenter 1,739(1)
A. Wes Fulmer 185
David M. Hughes 150
M. O. Lawrence, III 100
Dan Magruder 3,520(2)
Lyle M. Page 55,546(3) 1.88%
Jeannette E. Romero 680
Thomas J. Sliman 760
Chevis C. Swetman 506,480(4) 17.15%
F. Walker Tucei 14,561(5)
Robert M. Tucei 18,416
Lauri A. Wood 65
Directors and executive officers of the
Company as a group 641,562 21.73%
</TABLE>
(1) Includes shares held in IRA accounts in the names of Mr. Carpenter and his
wife.
(2) Includes shares owned by Mr. Magruder's wife and shares held in the IRA
account in the name of Mr. Magruder.
(3) Includes shares held in the IRA account of Mr. Page and shares held for
which Mr. Page serves as trustee.
(4) See note (1) at Section III.
(5) Includes shares owned by Mr. Tucei's wife.
5
<PAGE> 8
V. COMPENSATION OF EXECUTIVE OFFICERS AND DIRECTORS
EXECUTIVE COMPENSATION
The following table sets forth the aggregate compensation for 1999, 1998 and
1997 paid by the Bank to the Company's Chief Executive Officer and its four
other highest compensated executive officers whose compensation in the form of
salaries and bonuses exceeded $100,000 in 1999. The Company did not pay any
compensation during 1999.
<TABLE>
<CAPTION>
All Other
Annual Compensation Compensation
Name and Principal Position Year Salary Bonus (1)
- ----------------------------------- ---- ---------- ---------- ------------
<S> <C> <C> <C> <C>
Chevis C. Swetman, 1999 $ 203,760 $ 77,000 $ 9,840
President and Chief Executive 1998 $ 170,000 $ 107,000 $ 7,466
Officer 1997 $ 167,267 $ 91,150 $ 8,690
Andy Carpenter, 1999 $ 147,100 $ 38,000 $ 5,300
Executive Vice President 1998 $ 125,301 $ 57,000 $ 5,850
1997 $ 122,892 $ 53,500 $ 7,470
Jeannette E. Romero, 1999 $ 92,100 $ 13,900 $ 5,614
First Vice President 1998 $ 78,125 $ 25,000 $ 4,971
1997 $ 74,429 $ 23,000 $ 4,566
Thomas J. Sliman, 1999 $ 92,100 $ 18,900 $ 5,864
Second Vice President 1998 $ 78,200 $ 30,000 $ 4,494
1997 $ 74,625 $ 28,000 $ 4,831
Robert M. Tucei, 1999 $ 92,580 $ 18,900 $ 5,864
Vice President 1998 $ 78,175 $ 30,000 $ 4,099
1997 $ 74,625 $ 28,000 $ 4,676
</TABLE>
(1) Includes contributions and allocations pursuant to Employee Stock Ownership
Plan
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<PAGE> 9
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Compensation Committee of the Bank determines the salaries and bonuses of
the executive officers.
In establishing the salary of the Chief Executive Officer for 1999, the
Committee primarily considered Mr. Swetman's performance and the performance of
the Company during 1998 and the compensation levels of chief executive officers
of comparable financial institutions. In considering the performance of the
Company, the Committee considered the Company's return on average assets and
asset growth, but utilized no objective criteria. The Committee utilized asset
size peer group compensation data as provided by the Mississippi Bankers
Association (MBA) and the Bank Administration Institute (BAI).
The Committee considered the Company's return on average assets and asset growth
in establishing Mr. Swetman's bonus for 1999. Mr. Swetman was eligible to
receive a bonus of up to 30 percent of his salary if the Company achieved
specified return on average asset goals. In establishing Mr. Swetman's bonus for
1999, the Committee also considered the Company's asset growth during the year;
however, no objective criteria were established.
For other executive officers, the Committee's recommendation concerning salaries
was based upon the compensation levels of executive officers of comparable
financial institutions, the performance of the Company during 1998 and the
individual performance of these officers. The performance of the Company for
purposes of establishing salaries was evaluated based on return on average
assets. Individual performance was measured using criteria such as level of job
responsibility, achievement of work goals and management skills. The Committee
also considered asset size peer group compensation data as provided by the MBA
and BAI for executive officers with similar duties and responsibilities.
The executive officers' bonuses for 1999 were based on the Company's performance
and the performance of these individuals. The Company's performance was measured
by the Company's return on average assets, and each executive officer was
eligible to receive a bonus of a specified percentage of the officer's salary if
the Company achieved prescribed return on asset goals. Individual performance
was measured using the criteria described above in establishing salaries.
Messrs. Swetman and Carpenter abstain from discussions and decisions regarding
their own compensation.
This report is presented by the Compensation Committee, consisting of the
following persons:
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Drew Allen, Chairman Tyrone J. Gollott Dan Magruder Chevis C. Swetman
Andy Carpenter Rex E. Kelly Jeffrey H. O'Keefe
</TABLE>
PERFORMANCE GRAPH
The following graph compares the Company's annual percentage change in
cumulative total shareholder return on common shares over the last five years
with the cumulative total return of a broad equity market index of companies
with comparable market capitalization and a peer group consisting of the Media
General Financial Services Industry Group 045-East South Central Banks. The
Company is not listed on an exchange or over the counter market. Accordingly, a
custom broad market group consisting of more than two hundred (200)
publicly-held companies with total market capitalization within five (5) percent
of the Company's as of December 31, 1999, was compiled by Media General
Financial Services. A list of the companies included in the peer group index
follows the graph. The performance of the Company's stock is calculated using
the
7
<PAGE> 10
same formula used by Media General in its computation. The market price utilized
in this computation is an aggregate of the trading prices known by the transfer
agent for each reporting period.
This presentation assumes that $100 was invested in shares of the relevant
issuers on January 1, 1995, and that dividends received were immediately
invested in additional shares. The graph plots the value of the initial $100
investment at one year intervals. For purposes of constructing this data, the
returns of each component issuer have been weighted according to that issuer's
market capitalization.
Five Year Cumulative Return
<TABLE>
<CAPTION>
1994 1995 1996 1997 1998 1999
<S> <C> <C> <C> <C> <C> <C>
Peoples Financial Corporation 100.00 118.38 134.72 212.24 366.97 409.61
Broad Market 100.00 109.03 125.85 137.79 109.69 90.10
Peer Group 100.00 147.91 188.81 326.72 311.16 258.80
</TABLE>
MG Industry Group 045-East South Central Banks:
<TABLE>
<S> <C> <C>
Acadiana Bancshares, Inc. Compass Bancshares, Inc. MidSouth Bancorp
Admiralty Bancorp Cl B Crescent Banking Company National Commerce Bancorp.
Alabama National Bancorp Eastern Virginia Bankshares Peoples Banctrust Co.
AmSouth Bancorporation Eufaula BancCorp, Inc. Peoples Holding Co
Auburn National Bancorporation, Inc. Farmers Capital Bank CP Premier Financial Bancorporation
Banc Corporation First M & F Corp Regions Financial Corporation
BancorpSouth, Inc. First Tennessee National Corp. Republic Bancorp, Inc. CL A
Bank of the Ozarks, Inc. First United Bancshares S. Y. Bancorp, Inc.
Bankfirst Corporation Florida Banks, Inc. Simmons First National Corp
Britton & Koontz Cap CP FNB Corporation (VA) South Alabama Bancorp.
Cardinal Financial Corp Hancock Holding Company. SouthTrust Corp.
CBT Corp Hibernia Corp Class A Trustmark Corp.
CNB Florida Bankshares ISB Financial Corp Union Planters Corp.
Colonial Bancgroup Cl A Lamar Capital Corp United Financial Holding
Community Financial Group Mid-America Bancorp KY Whitney Holding Corp.
Community Trust Bncp Inc.
</TABLE>
DIRECTORS' COMPENSATION
During 1999, directors who are employees of the Bank did not receive any
compensation for serving on the Board of the Bank or the Company or on any Board
Committee. William A. Barq, Vice Chairman of the Board of Directors of the Bank,
received an annual retainer of $3,000. All other non-employee Directors received
an annual retainer of $2,000. Non-employee Directors additionally receive $200
per board meeting attended and $100 - $150 per committee meeting attended.
Directors may defer all or a portion of their Directors' fees pursuant to the
Directors Deferred Income Plan which provides specified retirement and death
benefits.
8
<PAGE> 11
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION IN COMPENSATION
During 1999, no executive officer of the Company or any of its subsidiaries
served as a member of the compensation committee (or other board or committee
performing similar functions) or the board of directors of another entity, one
of whose executive officers served on the compensation committee or board of
directors of the Company.
VI. TRANSACTIONS WITH MANAGEMENT
No officer, director, their related entities, or their immediate family members
have been indebted to the Company at any time during 1999. However, the Bank has
had in the past, now has, and expects to have in the future, banking
transactions in the ordinary course of its business with directors, officers,
principal shareholders and their related entities and immediate family members.
These transactions are on substantially the same terms, including interest rates
and collateral, as those prevailing at the same time for comparable transactions
with others, and do not involve more than normal risks of collectability or
present other unfavorable features. Other than these transactions, there were no
material transactions with any such persons during the year ended December 31,
1999.
VII. OTHER INFORMATION CONCERNING DIRECTORS
During 1999, the Company did not have standing audit, compensation or nominating
committees. However, during 1999, the Bank had standing audit and compensation
committees which met on a regularly scheduled basis.
There were 15 meetings of the Board of Directors of the Company held during
1999. Of those directors serving during 1999, none attended fewer than 75
percent of the Board meetings.
VIII. SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Directors, executive officers of the Company and holders of more than 10 percent
of the Company's outstanding shares are required to file reports under Section
16 of the Securities Exchange Act of 1934. Federal regulations require
disclosure of any failures to file these reports on a timely basis. The Company
believes that during 1999 its officers, directors and greater than 10 percent
beneficial owners complied with all filing requirements.
9
<PAGE> 12
IX. EXECUTIVE OFFICERS
The following sets forth certain information with respect to the executive
officers of the Company who are not also directors as of December 31, 1999:
<TABLE>
<CAPTION>
Name (Age) Position
- -------------------------- ---------------------------------------------------------
<S> <C>
Jeannette E. Romero (54) First Vice President, Peoples Financial Corporation since
1994; Senior Vice President, The Peoples Bank since
1990
Thomas J. Sliman (63) Second Vice President, Peoples Financial Corporation
since 1985; Senior Vice President, The Peoples Bank
since 1988
Robert M. Tucei (53) Vice President, Peoples Financial Corporation since
1995; Senior Vice President, The Peoples Bank since
1988
David M. Hughes (44) Vice President, Peoples Financial Corporation since
1995; Senior Vice President, The Peoples Bank since
1994
A. Wes Fulmer (40) Vice President and Secretary, Peoples Financial
Corporation since 1997; Senior Vice President, The
Peoples Bank since 1997
M. O. Lawrence, III (54) Vice President, Peoples Financial Corporation since
1998; Senior Vice President, The Peoples Bank since
1998
Lauri A. Wood (38) Chief Financial Officer and Controller, Peoples Financial
Corporation since 1994; Senior Vice President/Cashier,
The Peoples Bank since 1996
</TABLE>
10
<PAGE> 13
X. INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors has appointed Piltz, Williams, LaRosa & Co., a firm of
independent certified public accountants, as auditors for the fiscal year ending
December 31, 2000. Piltz, Williams, LaRosa & Co. has been auditors for the
Company since it commenced business in 1984 and have been associated with The
Peoples Bank since 1965.
The Company has been advised that neither the firm nor any of its partners has
any direct or any material indirect financial interest in the securities of the
Company or any of its subsidiaries, except as auditors and consultants on
accounting procedures and tax matters. The Board does not anticipate that
representatives of Piltz, Williams, LaRosa & Co. will attend the Annual Meeting.
Although not required to do so, the Board of Directors has chosen to submit its
appointment of Piltz, Williams, LaRosa & Co. for ratification by the Company's
shareholders. It is the intention of the persons named in the PROXY to vote such
Proxy "FOR" the ratification of this appointment. If this proposal does not
pass, the Board of Directors will reconsider the matter.
XI. PROPOSALS OF SHAREHOLDERS
In order for a shareholder proposal to be included in a Proxy Statement and form
of Proxy prepared by the Board of Directors, it must meet the requirements of
Rule 14a-8 of the Securities Exchange Act of 1934 and be received at the
principal executive offices of the Company not less than 120 days in advance of
the date the previous year's Proxy Statement and form of Proxy were mailed to
shareholders. Thus, a shareholder proposal must be received before November 3,
2000 in order to be included in the Proxy Statement and form of Proxy for the
2001 annual meeting.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Chevis C. Swetman
Chevis C. Swetman
Chairman
11
<PAGE> 14
PROXY
PEOPLES FINANCIAL CORPORATION
ANNUAL MEETING OF SHAREHOLDERS
April 5, 2000
The undersigned hereby appoint(s) Chevis C. Swetman and Andy Carpenter, or
either of them, the true and lawful attorneys-in-fact for the undersigned, with
full power of substitution, to vote as proxies for the undersigned at the Annual
Meeting of Shareholders of Peoples Financial Corporation (the "Company") to be
held in the Directors' Room of The Peoples Bank, Biloxi, Mississippi, 39530, at
7:00 P.M., local time, on April 5, 2000, and at any and all adjournments
thereof, the number of shares which the undersigned would be entitled to vote if
then personally present, for the following purposes:
1. The election of the following six persons as directors. (INSTRUCTIONS:
AUTHORITY TO VOTE FOR ANY NOMINEE MAY BE WITHHELD BY LINING THROUGH OR
OTHERWISE STRIKING OUT THE NAME OF ANY NOMINEE.)
Drew Allen William A. Barq Andy Carpenter
Dan Magruder Lyle M. Page Chevis C. Swetman
For all nominees Against all
except as indicated [ ] nominees [ ]
2. To approve the appointment of Piltz, Williams, LaRosa & Co. as the
independent certified public accountants of the Company.
Approve [ ] Disapprove [ ] Abstain [ ]
3. Transaction of such other business as may properly come before the
Annual Meeting or any adjournments thereof.
Approve [ ] Disapprove [ ] Abstain [ ]
THIS PROXY, WHICH IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF THE
COMPANY, WILL BE VOTED FOR THE ABOVE PROPOSALS, UNLESS A CONTRARY DIRECTION IS
INDICATED, IN WHICH CASE IT WILL BE VOTED AS DIRECTED. IF AUTHORITY IS GRANTED
PURSUANT TO PROPOSAL 3 ABOVE, THE PROXIES INTEND TO VOTE ON ANY OTHER BUSINESS
COMING BEFORE THE ANNUAL MEETING IN ACCORDANCE WITH THE DIRECTION OF A MAJORITY
OF THE BOARD OF DIRECTORS OF THE COMPANY.
Please date the Proxy and sign your name exactly as it appears on the stock
records of the Company. When shares are held by joint tenants, both should sign.
When signing as attorney, executor, administrator, trustee or guardian, please
give full titles as such. If signed as a corporation, please sign full corporate
name by authorized officer.
---------------------------------------
Signature
---------------------------------------
Signature
Date
----------------------------------
Number of Shares
----------------------
