<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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
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 14a6-(e)(2)
[X] Definitive proxy statement
[ ] Definitive additional materials
[ ] Soliciting material pursuant to Section 240.14a-11(C) or Section 240.14a-12
CNB CORPORATION
(Name of Registrant as Specified in its Charter)
N/A
(Name of Person(s) filing Proxy Statement,
if other than the Registrant)
Payment of filing fee (Check the appropriate box): N/A
[ ] $125 per Exchange Act Rules 0-11(c)(l)(ii), 14a-6(I)(l), or 14a-6(I)(2)
[ ] $500 per each party to the controversy pursuant to Exchange Act
Rule 14a-6(I)(3)
[ ] Fee computed on table below per Exchange Act Rules 14a-6(I)(4) and 0-11
(1) Title of each class of securities to which transaction applies:
(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:
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
<PAGE> 2
[ ] 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
[CNB CORPORATION LETTERHEAD]
April 17, 1998
Dear Shareholder:
You are cordially invited to attend the annual meeting of CNB Corporation to be
held at the Knights of Columbus Hall, 9840 S. Straits Highway (near the
intersection of highways U.S. 27 and M-33), Cheboygan, Michigan, at 5:30 p.m. on
Tuesday, May 19, 1998. The Notice of Annual Meeting and Proxy Statement follow
this letter and the Corporation's 1997 Annual Report is enclosed.
It is important that your shares be represented at the meeting. Whether or not
you plan to attend, we urge you to sign, date and return your Proxy as soon as
possible in the enclosed postage-paid envelope.
Dinner will be served following the meeting and we hope you will be able to join
us. If you intend to join us for dinner, please complete and return the enclosed
reservation card with your Proxy.
We appreciate your continuing support of CNB Corporation and we encourage you to
recommend the Corporation's services to your friends and neighbors.
We look forward to seeing you at the meeting.
Respectfully,
/s/ Robert E. Churchill
Robert E. Churchill
President & Chief Executive Officer
Enclosures
<PAGE> 4
CNB CORPORATION
303 North Main Street
Cheboygan, Michigan 49721
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 19, 1998
TO THE SHAREHOLDERS:
The Annual Meeting of Shareholders of CNB Corporation, a Michigan
corporation, will be held on Tuesday, May 19, 1998, at 5:30 p.m., at the Knights
of Columbus Hall, 9840 N. Straits Highway, Cheboygan, Michigan, for the
following purposes:
1. To elect nine directors, each to hold office for a one year term and
until his or her successor is elected and qualified.
2 To transact such other business as may properly come before the
meeting or any adjournment thereof.
The Board of Directors has fixed March 20, 1998, as the record date for
the determination of shareholders entitled to notice of and to vote at the
meeting or any adjournment thereof.
By order of the Board of Directors,
John P. Ward
----------------------------------
John P. Ward
Secretary
Dated: April 17, 1998
YOUR VOTE IS IMPORTANT. EVEN IF YOU PLAN TO ATTEND THE MEETING, PLEASE
DATE AND SIGN THE ENCLOSED PROXY FORM, INDICATE YOUR CHOICE WITH RESPECT TO THE
MATTERS TO BE VOTED UPON, AND RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE. IF
YOU DO ATTEND THE MEETING, YOU MAY, IF YOU WISH, REVOKE YOUR PROXY AND VOTE YOUR
SHARES IN PERSON. NOTE THAT IF THE STOCK IS HELD IN MORE THAN ONE NAME, ALL
PARTIES MUST SIGN THE PROXY FORM.
<PAGE> 5
CNB CORPORATION
303 North Main Street
Cheboygan, Michigan 49721
PROXY STATEMENT
1998 ANNUAL MEETING OF SHAREHOLDERS
MAY 19, 1998
This Proxy Statement and the enclosed Proxy are furnished in connection
with the solicitation of proxies by the Board of Directors of CNB Corporation
(the "Corporation"), a Michigan bank holding company whose sole subsidiary is
Citizens National Bank of Cheboygan (the "Bank"), to be voted at the Annual
Meeting of Shareholders of the Corporation to be held on May 19, 1998, at 5:30
p.m., at the Knights of Columbus Hall, 9840 South Straits Highway, Cheboygan,
Michigan (the "Annual Meeting"), or at any adjournment or adjournments thereof,
for the purposes set forth in the accompanying Notice of Annual Meeting and in
this Proxy Statement.
VOTING AT THE MEETING
This Proxy Statement has been mailed on or about April 17, 1998, to all
holders of record of common stock of the Corporation as of the record date. The
Board of Directors of the Corporation has fixed the close of business on March
20, 1998, as the record date for the determination of shareholders entitled to
notice of and to vote at the Annual Meeting and any adjournment thereof.
The Corporation's only class of outstanding stock is its common stock,
par value $2.50 per share. There are presently 1,025,884 shares of common stock
of the Corporation outstanding. Each outstanding share will entitle the holder
thereof to one vote on each separate matter presented for vote at the meeting.
Votes cast at the meeting and submitted by proxy are counted by the inspectors
of the meeting, who are appointed by the Corporation.
If a Proxy in the enclosed form is properly executed and returned to
the Corporation, the shares represented by the Proxy will be voted at the Annual
Meeting and any adjournment thereof. If a shareholder specifies a choice, the
Proxy will be voted as specified. If no choice is specified, the shares
represented by the Proxy will be voted for the election of all of the nominees
named in this Proxy Statement and in accordance with the judgment of the persons
named as proxies with respect to any other matter which may come before the
meeting or any adjournment thereof.
A Proxy may be revoked before exercise by notifying the Secretary of
the Corporation in writing, or by submitting a Proxy of a later date or
attending the meeting and voting in person. All shareholders are encouraged to
date and sign the enclosed Proxy form, indicate your choice with respect to the
matters to be voted upon, and return it to the Corporation.
<PAGE> 6
ELECTION OF DIRECTORS
The Bylaws of the Corporation provide for a Board of Directors
consisting of a minimum of one and a maximum of seventeen members. The Bylaws
also provide that at each annual meeting, the shareholders shall elect directors
to hold office until the succeeding annual meeting. A director shall hold office
for the term for which he or she is elected and until his or her successor is
elected and qualified. Directors must be shareholders.
Nine persons have been nominated for election to the Board, each to
serve one year expiring at the 1999 Annual Meeting of Shareholders. The Board
has nominated Robert E. Churchill, James C. Conboy, Jr., Kathleen M. Darrow,
Thomas J. Ellenberger, Thomas J. Fisher, Vincent J. Hillesheim, John L. Ormsbee,
Francis J. VanAntwerp, Jr. and John P. Ward. All of the nominees are incumbent
directors previously elected by the Corporation's shareholders.
Unless otherwise directed by a shareholder's Proxy, the persons named
as proxy holders in the accompanying Proxy will vote for the nominees named
above. In the event any of such nominees shall become unavailable, which is not
anticipated, the Board of Directors in its discretion may designate substitute
nominees, in which event the enclosed Proxy will be voted for such substitute
nominees. Proxies cannot be voted for a greater number of persons than the
number of nominees named.
A plurality of the votes cast at the meeting is required to elect the
nominees as directors of the Corporation. Shares not voted at the meeting,
whether by abstention, broker non-vote, or otherwise, will not be treated as
votes cast at the meeting.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ELECTION OF ALL
NOMINEES AS DIRECTORS.
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<PAGE> 7
INFORMATION ABOUT DIRECTOR NOMINEES
The following table sets forth certain information regarding each
nominee, including name, age, principal occupation for the past five years, and
term of service as a director of the Corporation. The information set forth in
the table is based in part on information provided by each nominee.
<TABLE>
<CAPTION>
HAS SERVED
AS A DIRECTOR
NAME AND AGE PRINCIPAL OCCUPATION SINCE (1)
------------ -------------------- -------------
<S> <C> <C>
Robert E. Churchill, 57 (3) President and Chief Executive Officer of the Corporation 1983
and the Bank.
James C. Conboy, Jr., 50 (2)(3) Attorney/Partner, Bodman, Longley & Dahling LLP. 1983
Kathleen M. Darrow, 55 (2) Group Sales & Special Events Coordinator for the 1996 (4)
Mackinac State Historic Parks; President/Co-owner of
Darrow Bros. Excavating, Inc.
Thomas J. Ellenberger, 47 (2)(3) Part owner, Vice President and Secretary of Albert 1995 (4)
Ellenberger Lumber Co. (retail lumber sales).
Thomas J. Fisher, 68 (2)(3) Chairman of the Board of the Corporation and the Bank. 1993
Chairman of the Board of North Country Homes
Corporation (residential home builder/dealer).
Vincent J. Hillesheim, 47 (2)(3) President of Crusoe's Rivertown Motors, Inc., d/b/a 1994
Anchor In Marina; President of Lincoln Bridge Plaza,
Inc. (commercial property leases).
John L. Ormsbee, 59 (2) Sole proprietor of Jack's Sales (auctioneering services, 1980
logging, and Christmas tree sales) and The Outpost
(retail sporting goods sales).
Francis J. VanAntwerp, Jr., President/Owner of Durocher Dock & Dredge, Inc. 1990
53 (2) (marine construction); President/Owner of Salvor, Ltd.
(real estate and equipment leasing).
John P. Ward, 61 Senior Vice President and Secretary /Treasurer of the
Corporation, and Senior Vice President and Cashier of
the Bank. 1994
</TABLE>
(1)Any service as a director prior to 1985, the year the Corporation was
formed, would have been as a director of the Bank. Since 1985, all
directors of the Corporation also have been directors of the Bank.
(2)Member of the Audit Committee.
(3)Member of the Compensation Committee.
(4)Service as a director prior to May, 1996 was as a director of the Bank.
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<PAGE> 8
COMMITTEES AND MEETINGS OF THE BOARD OF DIRECTORS
The Board of Directors of the Corporation has an Audit Committee. The
Committee is comprised of directors Conboy, Darrow, Ellenberger, Fisher,
Hillesheim, Ormsbee and VanAntwerp. Five meetings of the Audit Committee were
held during 1997. The Committee is responsible for the recommendation of the
independent accounting firm to be engaged for the external audit, directing and
supervising investigations into matters relating to audit functions, reviewing
with independent auditors the plan and results of the external audit, the
establishment and continued supervision of internal auditing procedures,
reviewing the degree of independence of the auditors, and reviewing the adequacy
of internal accounting controls.
The Board of Directors of the Bank has a Compensation Committee. The
Compensation Committee, comprised of directors Churchill, Conboy, Ellenberger,
Fisher and Hillesheim, met five times during 1997. The Committee reviews and
makes recommendations to the Board of Directors relating to remuneration,
including benefit plans, to be paid to the directors and officers of the
Corporation and the Bank.
All directors of the Corporation also serve as the Board of Directors
of the Bank. The Board of Directors of the Corporation held a total of six
meetings during 1997, including the organizational meeting and one special
meeting. The Board of Directors of the Bank held a total of twenty-five meetings
during 1997, including the organizational meeting. All directors attended 75% or
more of the aggregate number of meetings of the two Boards and the Committees on
which they served during the year, except for Mr. VanAntwerp who attended 69%.
There are no family relationships between or among any of the directors,
nominees or executive officers of the Corporation.
COMPENSATION OF DIRECTORS
All directors initially elected prior to January 1, 1994 participate in
the Citizens National Bank of Cheboygan 1985 Directors' Deferred Compensation
Plan in lieu of current payment of director fees. The plan was adopted by the
Bank in 1985 and in 1993 participation in the plan was closed to directors
initially elected after January 1, 1994. The plan provides for retirement and
death benefits to be paid to the participating directors by the Bank over a
minimum of fifteen years. The Bank is the owner and beneficiary of life
insurance policies which are structured to fund the Bank's obligations under the
terms of the plan.
Directors initially elected after January 1, 1994, may participate in
the Citizens National Bank of Cheboygan 1997 Deferred Compensation Plan. The
plan was adopted by the Bank effective September 1, 1997. The plan permits
deferral of all or any portion of current director fees. Amounts deferred are
credited with interest at a rate equal to the Bank's "yield on earning assets"
as calculated at year end of the prior year. Upon separation for any reason of
the services of a participating director from the Bank, the director will be
entitled to receive the balance of his or her account either in a lump sum or in
approximately equal installments over a period of ten years.
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<PAGE> 9
During 1997, directors participating in the 1985 Directors' Deferred
Compensation Plan received a deferred annual retainer of $4,000 for service on
the Board of Directors of the Corporation and the Bank. Directors not eligible
to participate in the 1985 Directors' Deferred Compensation Plan received a
quarterly retainer of $1,625 for service on the two Boards. The chairman of the
board received an additional quarterly retainer of $200. Directors are not
compensated for attendance at Board or Committee meetings, but are reimbursed
for travel expenses for meetings attended.
COMPENSATION OF EXECUTIVE OFFICERS
SUMMARY COMPENSATION TABLE
The following table sets forth the compensation received by the named
executive, who is the only executive officer whose annual compensation exceeded
$100,000 for each of the three years ended December 31, 1997.
<TABLE>
<CAPTION>
ANNUAL COMPENSATION
----------------------------------------------------------
NAME AND OTHER ANNUAL
PRINCIPAL POSITION YEAR SALARY BONUS COMPENSATION
------------------ ---- ------ ----- ------------
<S> <C> <C> <C> <C>
Robert E. Churchill 1997 $134,000(1)(2) $58,203 $6,974(3)
President and Chief 1996 $129,000(2) $52,477 $6,318(4)
Executive Officer
1995 $114,000(2) $47,537 $5,860(5)
</TABLE>
(1) Includes compensation deferred under the 1997 Deferred Compensation Plan.
(2) Includes director fees of $4,000 and compensation deferred under 401(k)
Plan.
(3) Includes employer's matching contribution of $5,474 under 401(k) Plan.
(4) Includes employer's matching contribution of $5,176 under 401(k) Plan.
(5) Includes employer's matching contribution of $4,249 under 401(k) Plan.
-5-
<PAGE> 10
AGGREGATE OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
The following table sets forth the options exercised by the named
executive under the CNB Corporation 1996 Stock Option Plan during the fiscal
year ended December 31, 1997 and the value of unexercised options as of such
date.
<TABLE>
<CAPTION>
NUMBER OF SECURITIES VALUE OF
UNDERLYING UNEXERCISED UNEXERCISED IN-THE-MONEY
OPTIONS AT FISCAL YEAR END(1) OPTIONS AT FISCAL YEAR END(2)
----------------------------- -----------------------------
SHARES
ACQUIRED VALUE
NAME ON EXERCISE REALIZED
---- ----------- -------- EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Robert E. Churchill
President and Chief
Executive Officer 0 0 3,150 0 $39,438 0
</TABLE>
(1)The number of shares underlying unexercised options has been adjusted to
reflect a 5% stock dividend.
(2)The value shown is calculated by determining the difference between the fair
market value of the common stock and the exercised price of the options
(adjusted for a 5% stock dividend) at fiscal year end. For purposes of this
table, fair market value is deemed to be $43.00 per share, the price at which
the stock last traded on or before December 31, 1997.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Certain of the directors and officers of the Corporation have had and
are expected to have in the future, transactions with the Bank, or have been
directors or officers of corporations, or members of partnerships, or sole
proprietors of businesses which have had and are expected to have in the future,
transactions with the Bank. In the opinion of management, all such transactions
with officers and directors and with such related businesses are made in the
ordinary course of business and substantially on the same terms, including
interest rates and collateral, as those prevailing at the same time for
comparable transactions with other customers, and these transactions do not
involve more than normal risk of collectibility or present other unfavorable
features.
Director Conboy, a partner in the firm of Bodman, Longley & Dahling,
LLP serves as general legal counsel for the Corporation and the Bank on a fee
for service basis.
-6-
<PAGE> 11
OWNERSHIP OF COMMON STOCK
The following table sets forth certain information as of March 20,
1998, with respect to those persons known by the Corporation to be the
beneficial owner of more than five percent (5%) of the Corporation's outstanding
common stock.
<TABLE>
<CAPTION>
AMOUNT AND NATURE OF BENEFICIAL OWNERSHIP(1)
--------------------------------------------
SOLE VOTING SHARED VOTING TOTAL
NAME AND ADDRESS OF AND DISPOSITIVE OR DISPOSITIVE BENEFICIAL PERCENT OF
BENEFICIAL OWNER POWER POWER(2) OWNERSHIP CLASS
------------------- --------------- -------------- ---------- ----------
<S> <C> <C> <C> <C>
Dessie M. Ormsbee
P.O. Box 5157
Cheboygan, MI 49721 30,671 30,671 61,342 5.98%
</TABLE>
(1)The numbers of shares stated include shares personally owned of record by
that person and shares which, under applicable regulations, are considered to
be otherwise beneficially owned by that person. Under these regulations, 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 dispositive power with respect to
the security. Voting power includes the power to vote or direct the voting of
the security. Dispositive power includes the power to dispose or direct the
disposition of the security. A person will also be considered the beneficial
owner of a security if the person has a right to acquire beneficial ownership
of the security within sixty days.
(2)These numbers include shares over which the listed person is legally entitled
to share voting or dispositive power by reason of joint ownership, trust, or
other contract or property right, and shares held by spouses and children
over whom the listed person may have substantial influence by reason of
relationship.
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<PAGE> 12
The following table sets forth certain information as of March 20,
1998, as to the common stock of the Corporation owned beneficially by each
director, the executive named in the Summary Compensation Table above, and by
all directors and executive officers of the Corporation as a group.
<TABLE>
<CAPTION>
AMOUNT AND NATURE OF BENEFICIAL OWNERSHIP(1)
--------------------------------------------
SOLE VOTING SHARED VOTING TOTAL
NAME OF AND/OR AND/OR BENEFICIAL PERCENT OF
BENEFICIAL OWNER DISPOSITIVE POWER DISPOSITIVE POWER(2) OWNERSHIP CLASS
---------------- ----------------- -------------------- ---------- ----------
<S> <C> <C> <C> <C>
Robert E. Churchill 11,560 11,560(3) 1.13%
James C. Conboy, Jr. 656 5,470 6,126 *
Kathleen M. Darrow 1,184 1,184 *
Thomas J. Ellenberger 1,694 5,977 1,671
Thomas J. Fisher 4,788 1,590 6,378 *
Vincent J. Hillesheim 1,287 1,287 *
John L. Ormsbee 11,298 11,298 22,596 2.20%
Francis J. VanAntwerp, Jr.
460 5,755 6,215 *
John P. Ward 3,452 3,452(3) *
All directors and officers
as a group (11 persons) 18,896 47,715 66,611(4) 6.49%
</TABLE>
*Less than 1%.
(1)The numbers of shares stated include shares personally owned of record by
that person and shares which, under applicable regulations, are considered
to be otherwise beneficially owned by that person. Under these regulations,
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 dispositive power with respect to
the security. Voting power includes the power to vote or direct the voting
of the security. Dispositive power includes the power to dispose or direct
the disposition of the security. A person will also be considered the
beneficial owner of a security if the person has a right to acquire
beneficial ownership of the security within sixty days.
(2)These numbers include shares over which the listed person is legally entitled
to share voting or dispositive power by reason of joint ownership, trust, or
other contract or property right, and shares held by spouses and children
over whom the listed person may have substantial influence by reason of
relationship.
(3)The amounts shown do not include 3,150 and 1,575 shares that may be acquired
within 60 days by Mr. Churchill and Mr. Ward, respectively, through the
exercise of stock options.
(4)This amount does not include 7,875 shares that may be acquired within 60 days
by executive officers of the Corporation through the exercise of stock
options.
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<PAGE> 13
RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANTS
The firm of Crowe, Chizek and Company, LLP examined and certified the
financial statements of the Corporation and the Bank for the year ended December
31, 1997. Crowe, Chizek and Company, LLP have been the independent public
accountants of the Bank since 1980 and for the Corporation since its formation
in 1985. Pursuant to the recommendation of the Audit Committee, the Board of
Directors has reappointed Crowe, Chizek and Company, LLP as the independent
public accountants of the Corporation and the Bank for the year ending December
31, 1998. A representative of Crowe, Chizek and Company, LLP is not expected to
be at the Annual Meeting of Shareholders.
SHAREHOLDER PROPOSALS
Any shareholder proposal to be considered by the Corporation for
inclusion in the 1999 Annual Meeting of Shareholders proxy materials must comply
with Rule 14a-8 under the Securities Exchange Act of 1934 and be received by the
Corporation no later than December 15, 1998.
OTHER BUSINESS
The Board of Directors is not aware of any matter to be presented for
action at the meeting, other than the matters set forth herein. If any other
business should come before the meeting, or any adjournment thereof, the Proxy
will be voted in respect thereof in accordance with the best judgment of the
persons authorized therein, and discretionary authority to do so is included in
the Proxy. The cost of soliciting proxies will be borne by the Corporation. In
addition to solicitation by mail, officers and other employees of the
Corporation and the Bank may solicit proxies by telephone or in person, without
compensation other than their regular compensation.
The Annual Report of the Corporation for 1997 is included with this
Proxy Statement. Copies of the report will also be available for all
shareholders attending the Annual Meeting.
Shareholders are urged to sign and return the enclosed proxy in the
enclosed envelope. A prompt response will be helpful and appreciated.
By order of the Board of Directors
John P. Ward
----------------------------------
John P. Ward
Secretary
Dated: April 17, 1998
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<PAGE> 14
CNB CORPORATION
303 North Main Street
Cheboygan, Michigan 49721
PROXY FOR ANNUAL MEETING OF SHAREHOLDERS
MAY 19, 1998
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Thomas J. Ellenberger, Vincent J.
Hillesheim, and John L. Ormsbee, and each of them, as Proxies, each with the
power to appoint his substitute, and hereby authorizes them to represent and to
vote, as designated below, all the shares of common stock of CNB Corporation
held of record by the undersigned on March 20, 1998, at the Annual Meeting of
Shareholders to be held May 19, 1998, and at any adjournment thereof.
1. In the election of nine directors to be elected for terms expiring in 1999:
<TABLE>
<CAPTION>
<S><C>
[ ] FOR all nominees listed below (except as [ ] WITHHOLD AUTHORITY to vote for
marked to the contrary below) all nominees listed below
</TABLE>
(INSTRUCTION: To withhold authority to vote for any individual nominee strike a
line through the nominee's name in the list below.)
Robert E. Churchill Thomas J. Ellenberger John L. Ormsbee
James C. Conboy, Jr. Thomas J. Fisher Francis J. VanAntwerp, Jr.
Kathleen M. Darrow Vincent J. Hillesheim John P. Ward
COMPLETE AND SIGN ON REVERSE
<PAGE> 15
The undersigned shareholder instructs the Proxies to vote as specified
in this Proxy on the matters described in the Proxy Statement dated April 17,
1998. This Proxy, when properly executed, will be voted by the Proxies in the
manner directed herein by the undersigned shareholder. IF NO CHOICE IS
SPECIFIED, THIS PROXY WILL BE VOTED FOR ALL NOMINEES LISTED IN PROPOSAL 1. BY
EXECUTION OF THIS PROXY, THE UNDERSIGNED SHAREHOLDER CONFERS UPON THE
ABOVE-APPOINTED PROXIES THE DISCRETIONARY AUTHORITY TO VOTE UPON ANY OTHER
MATTERS WHICH MAY PROPERLY COME BEFORE THE MEETING, AND REVOKES ANY PRIOR
PROXIES.
The undersigned shareholder acknowledges receipt of the 1997 Annual
Report to Shareholders, and the Notice of Meeting and Proxy Statement, both
dated April 17, 1998.
The giving of this Proxy does not affect the right of the undersigned
shareholder to vote in person should the undersigned shareholder attend the
annual meeting. This Proxy may be revoked at any time before it is voted.
Each shareholder must sign exactly as his/her name appears below. For
shares held jointly, each joint owner must sign. If signing as attorney,
executor, trustee or in some other representative capacity, sign name and give
full title. If a corporation, sign in full corporate name by authorized officer.
If a partnership, sign in partnership name by authorized person. Brokers
executing proxies should indicate in the space below the number of shares with
respect to which authority is conferred by this Proxy if less than all shares
held by such brokers as nominees are to be voted.
The _________ shares represented by this Proxy are registered on our
books as follows:
Date: , 1998 ---------------------------------------
------------ Signature
Brokers-Number of Shares ---------------------------------------
----------- Signature
---------------------------------------
Signature
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY
IN THE ENCLOSED ENVELOPE PROMPTLY.
