<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
F & M BANCORPORATION, 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):
/ / $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2)
or Item 22(a)(2) of Schedule 14A.
/ / $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 (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:
- --------------------------------------------------------------------------------
/X/ Fee paid previously with preliminary materials.
- --------------------------------------------------------------------------------
/ / Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the form or schedule and the date of its filing.
(1) Amount previously paid:
- --------------------------------------------------------------------------------
(2) Form, schedule or registration statement no.:
- --------------------------------------------------------------------------------
(3) Filing party:
- --------------------------------------------------------------------------------
(4) Date filed:
- --------------------------------------------------------------------------------
<PAGE> 2
F&M LOGO
NOTICE OF ANNUAL MEETING
OF SHAREHOLDERS
ON APRIL 23, 1996
To Shareholders of F & M Bancorporation, Inc.:
The Annual Meeting of Shareholders of F & M Bancorporation, Inc. (the
"Corporation") will be held at the Paper Valley Hotel and Conference Center, 333
West College Avenue, Appleton, Wisconsin, on Tuesday, April 23, 1996, at 7:00
p.m., Central Daylight Time, for the following purposes:
(1) To elect three directors to the Board of Directors for three-year
terms expiring in 1999.
(2) To authorize loans to officers of the Corporation and its
subsidiaries to foster participation in the Corporation's Stock Purchase
Plan, which loans will be secured by the Corporation's Common Stock; the
amounts of these loans will exceed fifty percent (50%) of the value of the
Corporation's Common Stock given as security.
(3) To amend the Corporation's Articles of Incorporation to increase
the number of shares of Common Stock, $1 par value that the Corporation is
authorized to issue from Ten Million (10,000,000) shares to Twenty Million
(20,000,000) shares.
(4) To transact such other business as may properly come before the
meeting or any adjournment thereof.
Only shareholders of record on the books of the Corporation at the close of
business on March 15, 1996, will be entitled to vote at the meeting or any
adjournment of the meeting.
Your attention is called to the Proxy Statement accompanying this notice
for a more complete statement regarding the matters to be acted upon at the
meeting.
By Order of the Board of Directors
Janet M. Lakso
Janet M. Lakso, Secretary
Kaukauna, Wisconsin
March 27, 1996
PLEASE INDICATE YOUR VOTING DIRECTIONS, SIGN AND DATE THE ENCLOSED PROXY AND
RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE. IF YOU LATER FIND THAT YOU CAN BE
PRESENT AT THE MEETING, OR FOR ANY OTHER REASON DESIRE TO REVOKE YOUR PROXY, YOU
MAY DO SO AT ANY TIME BEFORE IT IS VOTED.
<PAGE> 3
F&M LOGO
PROXY STATEMENT
F & M BANCORPORATION, INC.
P.O. BOX 410
ONE BANK AVENUE
KAUKAUNA, WISCONSIN 54130-0410
SOLICITATION AND VOTING
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of F & M Bancorporation, Inc. (the
"Corporation") for the annual meeting of shareholders on Tuesday, April 23,
1996. Shares represented by properly executed proxies received by the
Corporation will be voted at the meeting and any adjournment thereof in
accordance with the terms of the proxies, unless revoked. Proxies may be revoked
at any time prior to the voting thereof, either by written notice filed with the
Secretary or the acting secretary of the meeting, or by oral notice to the
presiding officer during the meeting.
Shareholders of record at the close of business on March 15, 1996, will be
entitled to one vote on each matter presented for each outstanding share held.
The list of shareholders of record entitled to notice of and to vote at the
meeting will be available for inspection by any shareholder at the Corporation's
principal office at One Bank Avenue, Kaukauna, Wisconsin, prior to the meeting
and will also be available at the meeting. As of March 15, 1996, there were
5,955,108 shares of the Corporation's $1.00 par value voting common stock
("Common Stock" or "Common Shares") outstanding. This is the Corporation's only
class of stock. Any shareholder entitled to vote may vote either in person or by
a duly-authorized proxy.
A majority of the votes entitled to be cast on a matter, represented in
person or by proxy, constitutes a quorum for action on that matter. Directors
are elected by a plurality of the votes cast by holders of Common Stock entitled
to vote in the election at a meeting at which a quorum is present. "Plurality"
means that the individuals who receive the largest number of votes are elected
as directors up to the maximum number of directors to be chosen at the meeting.
Therefore, any shares not voted, whether by withheld authority, broker non-vote
or otherwise, have no effect in the election of directors except to the extent
that the failure to vote for an individual results in another individual
receiving a larger number of votes. Any votes attempted to be cast "against" a
candidate are not given legal effect and are not counted as votes cast in an
election of directors.
Approval of the lending provisions of the Corporation's Stock Purchase Plan
requires the affirmative vote of a majority of the shareholders voting on the
motion, assuming a quorum is present at the meeting. Therefore, abstentions and
broker non-votes will have no effect on the vote (other than with respect to
establishment of a quorum).
The affirmative vote of the holders of a majority of the outstanding shares
of Corporation's Common Stock outstanding on the record date is required to
adopt the proposed amendment to the Corporation's Articles of Incorporation.
Therefore, any shares not voted, whether by abstention, broker non-vote or
otherwise, will have the affect of a vote AGAINST the proposed amendment.
Expenses in connection with the solicitation of proxies will be paid by the
Corporation. Upon request, the Corporation will reimburse brokers, dealers,
banks and voting trustees, or their nominees, for reasonable expenses incurred
in forwarding copies of the proxy material and the annual report to the
beneficial owners of shares which such persons hold of record. Solicitation of
proxies will be principally by mail. Proxies may also be solicited in person or
by telephone, telecopy or telegraph by officers and regular employees of the
Corporation who will be separately compensated for such activities.
FOR THE SHAREHOLDERS' MEETING IN 1996, YOU WILL A RECEIVE A SINGLE PROXY
CARD FOR ALL SHARES REGISTERED IN YOUR NAME, INCLUDING THE SHARES YOU HOLD IN
THE DIVIDEND REINVESTMENT PLAN, IF ANY. THIS IS A CHANGE FROM THE PROCEDURE IN
THE PAST.
This proxy material is being mailed to shareholders commencing on or about
March 27, 1996.
<PAGE> 4
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information regarding the beneficial
ownership of Common Shares of the Corporation, as of March 15, 1996, by each
director, each executive officer named in the Summary Compensation Table below
and all directors and executive officers of the Corporation as a group.
NUMBER OF SHARES AND
NATURE OF BENEFICIAL OWNERSHIP(1)
<TABLE>
<CAPTION>
SOLE SHARED PERCENT
NAME OWNERSHIP(2) OWNERSHIP(3) TOTAL OF CLASS
- --------------------------------------------------- ------------ ------------ ------- --------
<S> <C> <C> <C> <C>
Otto L. Cox........................................ 6,200 5,900 12,100 *
Richard Grall...................................... 2,231 22 2,253 *
Paul J. Hernke..................................... 19,365 -- 19,365 *
Gail E. Janssen.................................... 60,527 15,400 75,927 1.3%
John W. Johnson.................................... 21,420 -- 21,420 *
Douglas A. Martin.................................. 4,994 -- 4,994 *
Duane G. Peppler................................... 3,000 11,000 14,000 *
Robert C. Safford(4)............................... 230,314 3,816 234,130 3.9%
Glenn L. Schilling................................. 17,198 6,743 23,941 *
Joseph F. Walsh.................................... 11,625 11,665 23,289 *
All directors and executive officers as a group
(18 persons)..................................... 392,557 107,385(5) 499,942 8.4%
</TABLE>
- -------------------------
* Less than 1%
(1) The beneficial ownership information shown is based on information furnished
by the named persons and is determined in accordance with Rule 13d-3, as
required for purposes of this Proxy Statement. It is not to be construed as
an admission of beneficial ownership for other purposes.
(2) The specified persons have sole powers of voting and disposition of the
shares listed. Includes shares subject to options held by the named persons
which are exercisable currently or within the next sixty days.
(3) The shares listed in this column are held either jointly by the named person
and his spouse or individually by the named person's spouse, except as
indicated in footnote 4.
(4) Mr. Safford disclaims beneficial ownership of 22,791 shares of Common Stock,
which are owned by his spouse, which are excluded from the shares reported
herein.
(5) This total includes 45,603 shares held by the Corporation's Employee's
Retirement Savings Plan and Trust ("Plan"). Officers Habert, Lakso and Voet
are the trustees of this Plan and have shared voting power for the Common
Shares held by the Plan.
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934 requires that the
Corporation's executive officers and directors, and persons who own more than
10% of the Common Stock, file reports of ownership and changes in ownership with
the Securities and Exchange Commission (the "SEC"). Executive officers,
directors and greater than 10% shareholders (collectively "insiders") are
required by SEC regulation to furnish the Corporation with copies of all Section
16(a) forms they file.
All publicly-held companies are required to disclose the names of any
insiders who fail to make any such filing on a timely basis during the last
fiscal year, and the number of delinquent filings and transactions, based solely
on a review of the copies of the Section 16(a) forms furnished to the
Corporation, or written representations that no such forms were required. Based
solely on the filings and written representations received by the Corporation,
except that Ms. Verbruggen filed her initial report of beneficial ownership on
2
<PAGE> 5
Form 3 late as the result of an internal miscommunication, the Corporation
believes that during fiscal year 1995, the Corporation's insiders have complied
with all Section 16(a) filing requirements applicable to them.
ELECTION OF DIRECTORS
The Corporation presently has nine directors who are elected to staggered
three-year terms. Each year, as directors' terms expire, successors are elected
as directors to serve a three-year term to fill expired terms. In 1996, three
persons are to be elected to the Board of Directors to serve until the annual
meeting in 1999, and until their respective successors have been elected. The
persons who are nominated as directors and for whom the proxies will be voted
(unless otherwise specified by a shareholder) are named below. All other
directors, whose terms continue, are also listed. If any of the nominees should
decline or be unable to act as director, which eventuality is not foreseen, the
proxies will be voted with discretionary authority for a substitute nominee
designated by the Board of Directors.
<TABLE>
<CAPTION>
NAME AND AGE PRINCIPAL OCCUPATION AND BUSINESS EXPERIENCE* DIRECTOR SINCE
- -------------------------------- ----------------------------------------------- --------------
<S> <C> <C>
NOMINEES FOR TERMS EXPIRING IN 1999
Otto L. Cox, 55(6)(7)........... Hospital Administrator, Affinity Health System, 1986
Inc. (health care); Director, F & M
Bank-Appleton
Douglas A. Martin, 44........... Regional Vice President-Southwest of the 1990
Corporation (since 1994); Vice-President
(1991-94); President F & M Bank-Fennimore;
Director and Chairman of each Southwest Region
bank
Glenn Schilling, 59(7)(8)....... Retired in 1991 as Vice President Thilmany Pulp 1980
& Paper Company (paper manufacturer); Director,
F & M Bank-Kaukauna
CONTINUING DIRECTORS -- TERMS EXPIRE IN 1997
John W. Johnson, 41(9).......... Regional Vice President-Northeast of the 1994
Corporation (since 1994); President and
Director F & M Bank-Northeast
Duane G. Peppler, 64(6)(7)...... Retired Vice President of the Corporation; 1985
Retired President, F & M Bank-Winnebago County;
Director, F & M Bank-Winnebago County
Joseph F. Walsh, 63(6)(7)(8).... Retired in 1993 as President, Hartjes-Walsh 1980
Insurance Management Inc. (insurance sales);
Director, F & M Bank-Kaukauna
CONTINUING DIRECTORS -- TERMS EXPIRE IN 1998
Paul J. Hernke, 60(6)(7)(8)..... Director Internal Audit and Risk Management, 1987
Campus Crusade for Christ (since 1994) Retired
in 1993 as President, Hernke Foods, Inc.,
(manufacturer of cheese and dairy products)
Gail E. Janssen, 65............. Chairman of the Board, President and Chief 1980
Executive Officer of the Corporation; Chairman
of the Board of all subsidiary banks except
Hilbert, Kiel, New London and the Southwest
Region banks(10)
Robert C. Safford, 65(6)(11).... President, R.E. Management, Inc. (real estate 1994
rental and management); Retired in 1994 as
Chairman of the Board, President and Chief
Executive Officer of First National Financial
Corporation and First National Bank of
Wisconsin (now part of F & M Bank-Northeast)
</TABLE>
- -------------------------
* Each of the persons has held the positions listed in the table above for at
least five years unless otherwise indicated.
3
<PAGE> 6
(6) Member of the Compensation Committee in 1995. In 1995, the Compensation
Committee held one meeting. The Compensation Committee reviews and makes
recommendations to the Board of Directors regarding overall compensation
policies, salaries, bonuses and benefits for the employees of the
Corporation and its subsidiaries.
(7) Member of the Stock Option Committee in 1995. In 1995, the Stock Option
Committee held one meeting. The Stock Option Committee reviews
recommendations and makes awards for the issuance of stock options to the
key employee participants in the F & M Bancorporation, Inc. 1993 Incentive
Stock Option Plan (the "Option Plan").
(8) Member of Audit Committee in 1995. In 1995, the Audit Committee met
quarterly and the results of those meetings were reported at each
subsequent directors' meeting. The Audit Committee reviews the functions
and findings of the Corporation's internal audit staff and its independent
public accountants and makes recommendations to the Board of Directors with
respect thereto.
(9) The agreement by which the Corporation acquired Pulaski Bancshares, Inc
("PBI") contemplated that a designee of PBI (which was Mr. Johnson) would
be appointed to the Corporation's Board of Director's and nominated for
re-election if consistent with safe and sound banking practices and the
Corporation's best interests.
(10) The Corporation has three regions: Fox Valley, Northeast and Southwest. The
Southwest Region includes the subsidiary banks in Fennimore, Lancaster and
Potosi. Hilbert, Kiel and New London are in the Fox Valley Region. Richard
Grall, Vice President-Fox Valley Region is Chairman of the Board of these
three banks.
(11) The agreement by which the Corporation acquired First National Financial
Corporation contemplated that Mr. Safford would be appointed to the
Corporation's Board of Directors, and renominated to that position (as he
was in 1995) provided he continues to own at least 60,000 Common Shares,
subject to shareholder and regulatory approval.
The Board of Directors held four regular meetings during 1995. All of the
directors attended at least 75% of the meetings of the Board of Directors and
committees of which they are members. Directors' fees for 1995 for non-employee
directors were $1,050 per quarter and $500 per meeting. For 1996, directors'
fees for non-employee directors have been set at $1,100 per quarter and $550 per
directors' meeting and $450 per committee meeting. Non-employee directors also
receive directors' fees from those subsidiary bank boards on which they serve.
No directors' fees are paid to employee-directors.
In 1993, the Corporation's shareholders approved the 1993 Stock Option Plan
for Non-Employee Directors of F & M Bancorporation, Inc. (the "Directors'
Plan"). Under the Directors' Plan, the Corporation's non-employee directors are
to receive an option to acquire 1,000 Common Shares on each succeeding January 1
during the term of the Directors' Plan. On each January 1 for 1995 and 1996,
each non-employee director acquired an option to acquire 1,000 common shares at
prices of $21.50 per share and $26.50 per share respectively.
As part of the Corporation's acquisition of First National Bank of
Wisconsin in February 1994, Mr. Safford entered into a non-competition agreement
with the Corporation under which Mr. Safford agreed not to compete with F & M.
Under the agreement, F & M will provide payments in the total amount of $500,000
to Mr. Safford over a five-year period from February 1994; payments of $100,000
were made in 1995.
4
<PAGE> 7
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following table sets forth information concerning the total
compensation of Gail E. Janssen, the Corporation's Chief Executive Officer and
John W. Johnson, Regional Vice-President-Northeast, Douglas Martin, Regional
Vice-President-Southwest and Richard Grall, Regional Vice-President-Fox Valley
for fiscal year 1995 and for the two prior fiscal years. No other Corporation
executive officer received a total annual salary and bonus in excess of $100,000
during the last fiscal year.
<TABLE>
<CAPTION>
LONG TERM COMPENSATION
----------------------
AWARDS
----------------------
ANNUAL
COMPENSATION(12) SECURITIES UNDERLYING
---------------- ---------------------- ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS(13) OPTIONS/SARS(14) COMPENSATION(15)
- ------------------------------- ---- -------- -------- ---------------------- ----------------
<S> <C> <C> <C> <C> <C>
Gail E. Janssen................ 1995 $233,791 $66,000 2,000 $ 47,636
Chairman, President and CEO 1994 200,187 42,385 4,000 63,269
1993 190,358 50,297 -- 34,145
Richard Grall(16).............. 1995 $ 99,672 $17,282 750 $ 8,008
Regional Vice-President 1994 81,223 14,567 1,000 6,858
Fox Valley 1993 71,252 12,660 -- 6,140
John W. Johnson(16)............ 1995 $127,542 $13,294 750 $ 8,223
Regional Vice-President 1994 97,846 12,000 -- 15,897
Northeast
Douglas Martin(16)............. 1995 $ 91,694 $14,623 750 $ 9,150
Regional Vice-President 1994 86,857 8,821 1,500 5,921
Southwest 1993 84,921 9,681 -- 6,277
</TABLE>
- -------------------------
(12) While the named individuals received perquisites or other personal benefits
in the years shown, in accordance with SEC regulations, the value of these
benefits are not indicated since they did not exceed, in the aggregate, the
lesser of $50,000 or 10% of the individual's salary and bonus in any year.
(13) Annual bonus amounts are earned and accrued during the years indicated but
paid in the following fiscal year.
(14) Represents options granted under the Option Plan. No SAR's are granted
thereunder.
(15) This column reflects the Corporation's contributions to named officers'
accounts in the Employee's Retirement Savings Plan and Trust and, for Mr.
Janssen only, to the Non-Qualified Deferred Compensation Plan. In 1995, the
contributions to both of Mr. Janssen's accounts and to the accounts of
Messrs. Johnson, Martin and Grall were $47,636, $8,223; $9,150 and $8,008,
respectively.
(16) Mr. Johnson was elected to this position in August, 1994 and became an F &
M employee in 1994, in connection with F & M's acquisition of PBI;
therefore, no information prior to 1994 is provided. Mr. Martin was elected
to this position in May, 1994. Mr. Grall was elected to this position in
August, 1994.
5
<PAGE> 8
STOCK OPTIONS
The following table sets forth information on stock options under the
Option Plan granted in 1995 to the executive officers named in the Summary
Compensation table:
OPTION/SAR GRANTS IN LAST FISCAL YEAR: INDIVIDUAL GRANTS
<TABLE>
<CAPTION>
POTENTIAL
REALIZABLE VALUE
AT ASSUMED ANNUAL
RATE OF STOCK
NO. OF SECURITIES % OF TOTAL PRICE APPRECIATION
UNDERLYING OPTIONS GRANTED EXERCISE FOR OPTION TERM
OPTIONS TO EMPLOYEES OF BASE EXPIRATION ------------------
NAME GRANTED (17) IN FISCAL YEAR PRICE ($/SH) DATE 5% 10%
- ------------------------- ----------------- --------------- ------------ ---------- ------- -------
<S> <C> <C> <C> <C> <C> <C>
Gail E. Janssen.......... 2,000 15.1% $21.25 1/30/05 $26,720 $67,734
Richard Grall............ 750 5.7% $21.25 1/30/05 $10,023 $25,400
John W. Johnson.......... 750 5.7% $21.25 1/30/05 $10,023 $25,400
Douglas A. Martin........ 750 5.7% $21.25 1/30/05 $10,023 $25,400
</TABLE>
- -------------------------
(17) Represents options granted under the Option Plan to purchase Common Shares
at their fair market value on the date of option grant. No SAR's are
granted under the Option Plan.
The following table gives information as to the stock options held by the
named executive officers at December 31, 1995.
AGGREGATE OPTION/SAR EXERCISED IN LAST FISCAL YEAR AND FISCAL YEAR END
OPTION/SAR VALUES
<TABLE>
<CAPTION>
NUMBER OF SECURITIES
UNDERLYING VALUE OF UNEXERCISED
UNEXERCISED OPTIONS IN-THE-MONEY OPTIONS
AT FISCAL YEAR AT FISCAL YEAR
SHARES ACQUIRED END(19) END(20)
NAME ON EXERCISE(18) VALUE REALIZED(18) EXERCISABLE(21) EXERCISABLE(21)
- ---------------------------- --------------- ------------------ -------------------- --------------------
<S> <C> <C> <C> <C>
Gail E. Janssen............. -- -- 6,000 $ 32,000
Richard Grall............... -- -- 1,750 9,188
John W. Johnson............. 1,500 $ 19,350 9,905 155,993
Douglas A. Martin........... -- -- 2,250 12,000
</TABLE>
- -------------------------
(18) No stock options were exercised during 1995 by Messrs. Janssen, Martin or
Grall. Mr. Johnson exercised options to acquire 1,500 shares in August of
1995 as shown above. The options held at year end by Mr. Johnson included
9,155 shares for which options were granted by PBI prior to its acquisition
by the Corporation in March 1994. The options were assumed by the
Corporation in that acquisition. The Value Realized is based on the average
bid and asked price of Common Stock on the exercise date.
(19) Represents options granted under the Option Plan in the case of Messrs.
Janssen, Grall and Martin and by PBI and the Corporation in the case of Mr.
Johnson. No SAR's are granted under the Option Plan.
(20) Based upon the $26.00 closing price on the last trading day of the year.
(21) All options granted prior to December 31, 1995 were exercisable at that
date.
COMPENSATION AGREEMENT
In the acquisition of Pulaski State Bank ("Pulaski") (now part of F & M
Bank-Northeast), the merger agreement contemplated that Pulaski would enter into
an employment agreement with John W. Johnson in a form agreed to by F & M.
Pulaski entered into such an employment agreement with Mr. Johnson on November
4, 1993, subject to consummation of the acquisition (which occurred in March
1994). The employment agreement is for a term of three years from November 4,
1993. Following consummation of the merger, Mr. Johnson also became president of
First National in April, 1994, and of the combined entity resulting from the
merger of First National Bank and Pulaski in September 1994. In anticipation of
this
6
<PAGE> 9
merger, Mr. Johnson's base salary increased to $120,000 per year, upon assuming
the additional responsibilities as president of First National Bank. The merger
agreement also provided that, pursuant to a separate arrangement, certain
options to purchase shares of common stock of PBI, the parent company of
Pulaski, held by Mr. Johnson were converted into options to purchase Common
Shares at the same conversion ratio that the shares of PBI common stock were
converted into Common Shares in the merger of PBI and F & M.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The general compensation policies of the Corporation and its subsidiaries
are set by the Compensation Committee (the "Committee"). The Committee is
composed of four independent non-employee directors.
In addition, decisions as to the grant of options under the Corporation's
1993 Incentive Stock Option Plan (the "Option Plan") are made by the board's
stock option committee (the "Option Committee"). The Option Committee is
composed of five independent non-employee directors (of whom four also serve on
the Committee). Because of the importance of stock options to overall
compensation, the member of the Option Committee who is not a member of the
Committee also joins in this report.
In 1995, all of the officers except the Regional Vice Presidents were
employees of and compensated directly by the Corporation. The Regional Vice
Presidents' salaries were paid by the subsidiary banks for which they served as
President. Although the Regional Vice Presidents' salaries were paid by the
subsidiary banks, the policies used to set those salaries are under the general
supervision and direction of the Compensation Committee. In the case of Mr.
Johnson, certain compensation matters are covered in his employment agreement
with Pulaski, which was assumed by the Corporation.
In establishing executive compensation, the Compensation Committee focuses
primarily on the following considerations:
1. Attraction and retention of qualified personnel;
2. Providing compensation which is competitive with businesses similar
in size and nature to the Corporation;
3. General economic conditions;
4. Providing incentives to personnel to achieve the Corporation's
goals, which include achieving an adequate return on equity to enhance the
ability of the Corporation to pay dividends and to increase the value of
the Corporation's stock; and
5. The individual performance of each executive officer, assessed
against the requirements and duties of his or her specific job.
In considering the first two factors, the Committee relies on periodic
compensation surveys and analyses of amounts paid by companies deemed by the
Committee to be comparable to the Corporation. The Committee has used published
salary information available from outside sources such as salary survey data, as
well as salary survey information for the Corporation's market area provided by
a consultant retained by the Corporation. Because of different sources and
purposes, the group of companies in these surveys is not the same as the
companies in the NASDAQ Bank Stock Index used in the performance graph below.
With this information, the Committee sets the base salary and bonus for its
President and Chief Executive Officer and establishes a fund for salaries for
the other executive officers. The President then sets the salaries for these
officers, subject to review and approval by the Board of Directors.
Once a salary range for a position is set, the Committee determines the
actual base salary to be paid to the specific individual. This decision is based
upon the executive officer's background, experience, skill, demonstrated
expertise and contributions to the Corporation's performance.
The Corporation utilizes an incentive bonus plan (the "Bonus Plan") for its
executive officers. In 1995, all executive officers were eligible to participate
in this plan, except the Regional Vice Presidents. Under the
7
<PAGE> 10
Bonus Plan, these officers were able to earn a bonus based on the return on
opening equity ("ROOE") achieved by the Corporation in 1995. The Committee
established a 15.0% target ROOE for 1995 which was selected to complement the
Corporation's internally established goal for the year, and a target bonus
amount which these executive officers could earn if that target ROOE was
achieved. The actual bonus amount is determined by multiplying the target bonus
amount by the bonus multiplier set by the Committee, based on the actual ROOE.
As ROOE increases from 13.0% to 17.0%, the multiplier increases from 0.6 to
1.4. No bonus would be paid if ROOE was not at least 13.0%, although the
Committee does have discretion to deviate from the bonus formula if Committee
felt unusual circumstances justified payment of a bonus. Although the Regional
Vice Presidents did not participate in the Bonus Plan, they did participate in a
similar incentive bonus plan as Presidents and CEOs of subsidiary banks of the
Corporation. For 1995, the adjusted ROOE which was used by the Committee to
reflect the certain unusual factors, resulting in a bonus of $66,000 for Mr.
Janssen.
The Committee believes that this Bonus Plan encourages achievement of the
Corporation's annual goals. The Corporation strives to set an aggressive target
ROOE. The Committee feels the Bonus Plan provides a strong incentive to reach
this goal by providing a bonus for achieving the targeted ROOE and an additional
bonus if the Corporation achieves superior results compared to the targeted
ROOE. At the same time, if the Corporation falls short of the targeted ROOE but
meets a minimum threshold, the Bonus Plan provides a reduced financial benefit
in recognition that the Corporation performed acceptably but fell short of its
goal. Overall, the Committee believes that this plan is well suited to assist
the Corporation in reaching its target ROOE.
In 1993, the Corporation's shareholders approved the Option Plan, providing
for the grant of options to executive officers and other key employees. The
Option Plan was proposed for the purpose of providing an additional incentive to
those persons which would result in an increased identification with
shareholders of the Corporation by offering increased stock ownership. In 1995,
the Option Committee made grants of options under the Option Plan ranging from
500 to 2,000 shares. The Option Committee based its determination on the number
of shares to be subject to options for officers upon the position and duties of
the officers within the Corporation, and the desire to provide a meaningful
incentive to such officers in comparison to their respective salary levels.
In 1995, the Board of Directors approved the Officer's Stock Purchase Plan
(the "Purchase Plan"), intended to increase the identification of officers with
shareholders by establishing guidelines for minimum continuing ownership of
Common Shares by specified officers and employees. To facilitate the holding of
shares, the Purchase Plan provides for loans to such persons for the purchase of
shares (subject to shareholder approval). While the Committee does not consider
the Purchase Plan to be a compensation vehicle, it believes that the ownership
and loan provisions of the Purchase Plan will provide a further incentive to
officers based upon corporate performance to the extent it is reflected in the
market price of Common Shares.
The factors that are used to determine the CEO's annual base salary as well
as his incentive compensation are the same as those described above for all
executive officers. In particular, during 1995, the CEO's base salary was above
the mid-point of his salary range because of the Committee's evaluation of his
past performance and the Corporation's performance, including (i) asset and
earnings growth; (ii) returns on equity and assets; (iii) the continued
development of both new and existing markets through acquisitions, expansion of
existing operations and internal growth; and (iv) the willingness of the CEO to
remain involved in the Corporation beyond his anticipated 1995 retirement date
to assist in the transition to his successor. Also, the Committee believes that
the CEO contributed positively to the non-quantifiable factors which foster
employee morale, organizational strength and success of the Corporation as a
whole. The CEO's bonus was determined in accordance with the Bonus Plan formula
set forth above. For the reasons highlighted above, the CEO is also eligible to
participate in the Option Plan. The Chief Executive Officer was granted an
option for 2,000 shares in 1995. The number of shares subject to options granted
by the Option Committee was the result of the factors discussed above and in
recognition of the significant responsibilities that the Chief Executive Officer
in particular has undertaken on behalf of the Corporation and was the same as
the awards for 1993 and 1994, which were granted jointly in 1994.
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<PAGE> 11
Because of the Corporation's current compensation structure, the Committee
believes it unlikely that the Corporation will be affected by the provisions of
the Omnibus Budget Reconciliation Act of 1993 which limit the deductibility to
employers of executive compensation in excess of $1 million annually although
the Option Plan was approved by the shareholders and is, therefore, exempt from
the limitation. The Committee intends to monitor this matter in future years.
Otto L. Cox, Chairman
Paul J. Hernke, Member
Duane G. Peppler, Member
Robert C. Safford, Member
Joseph F. Walsh, Member
(Glenn L. Schilling, Member, Stock Option Committee)
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Mr. Peppler, one of the members of the Compensation Committee, is a former
executive officer of the Corporation and former President of one of the
Corporation's subsidiary banks. Mr. Peppler retired as an officer of the
Corporation and as President of the bank in 1991. There are no other members of
the Compensation Committee with reportable interlocks nor do any members of the
Corporation's management participate in Compensation Committee determinations.
PERFORMANCE GRAPH
The following graph compares the cumulative total return on Corporation
Common Stock with the NASDAQ Stock Market Index for U.S. Companies and the
NASDAQ Bank Stock Index. The values on the graph show the relative performance
of a $100 investment made on December 31, 1990, in Corporation Common Stock and
in each of the indices, with reinvestment of dividends. Comparisons are affected
by the decline in the comparative indexes from 1989 to 1990, which decline was
not experienced by Corporation Common Stock; as a result of those prior
declines, the indexes show a higher rate of appreciation than the Common Shares,
due to their relatively depressed starting point. As to the Corporation Common
Stock, the graph uses the reported bid price on the indicated dates, except at
December 31, 1995. For that date, the graph uses the closing price of
Corporation Common Stock as reported on NASDAQ on that date.
<TABLE>
<CAPTION>
Measurement Period F&M Ban- NASDAQ Stock NASDAQ Bank
(Fiscal Year Covered) corporation Market Stock Index
<S> <C> <C> <C>
1990 100 100 100
1991 117 161 164
1992 178 187 239
1993 239 215 272
1994 266 210 271
1995 329 295 404
</TABLE>
9
<PAGE> 12
OFFICERS' STOCK PURCHASE PLAN
The F & M Bancorporation, Inc.'s Officers' Stock Purchase Plan (the
"Purchase Plan") is designed to encourage members of senior management of the
Corporation and its subsidiary banks to increase their stock ownership in the
Corporation and to enhance the Corporation's business by facilitating that
purchase. The Corporation believes that the Purchase Plan is in the
Corporation's and its shareholders' best interests as it contemplates increased
ownership of Corporation Common Stock by those persons, as it will increase
their identification with Corporation shareholders and provide them additional
incentive to maximize value for the Corporation. The Purchase Plan was
unanimously approved by the Board of Directors. The Purchase Plan was
tentatively adopted by the Board on August 10, 1995; final approvals by the
Board of Directors of the Purchase Plan were received on November 6, 1995 and
January 31, 1996. Directors who are also executive officers participated in the
votes. Although participation may be deemed to constitute a conflict of interest
with respect to the approval of loan terms which may apply to such persons, the
Board believed that participation was appropriate because the Purchase Plan as a
whole is intended to create an obligation on the part of those persons to
acquire additional shares, and because the Purchase Plan received the unanimous
approval of the non-interested directors (which itself was sufficient to approve
the Purchase Plan).
Under the terms of the Purchase Plan (which description herein constitutes
the entire Purchase Plan, and by which the Corporation will be bound), covered
executives (who are persons in the employment categories below) are expected to
own Corporation Common Stock in a recommended minimum amount as set forth below:
Corporate CEO
Regional vice presidents
Other corporate officers
and Bank CEOs
4 times annual taxable compensation
3 times annual taxable compensation
2 times annual taxable compensation
While not establishing mandatory purchase obligations, the level of stock
ownership above is expected to be achieved within five years after commencement
of the Purchase Plan, with 20% of the target to be met in the first year and an
additional 20% each following year. In determining compensation, W-2 income
(minus option exercises) from the prior year will be used. For example, 1995
compensation would be used to establish ownership targets for 1996.
Subject to shareholder approval at the meeting, the Purchase Plan provides
for the extension of full recourse, secured loans by the Corporation to enable
covered executives to purchase these shares, by exercise of stock options or by
purchase of shares of Corporation Common Stock at the fair market value in the
open market or otherwise. The Corporation believes this loan program will assist
the executives in acquiring these shares. Loan proceeds must be used to acquire
shares of Corporation Common Stock; participants may use those proceeds to
acquire shares in excess of the goals set under the Purchase Plan.
Under the terms of the Purchase Plan, an executive participating in the
Purchase Plan may borrow a maximum of the lesser of 100% of the target ownership
set forth above or an amount sufficient to permit the executive to purchase
three (3) times the number of shares of Corporation Common Stock which are owned
directly (without pledge hereunder). (In other words, an employee must own at
least 25% of the shares of Corporation Common Stock without financing under the
Purchase Plan.) There is no maximum dollar value of loans to such executives,
subject to the individual limitations set forth above. For example, based on
1995 compensation, the maximum loan value to Messrs. Janssen, Grall, Johnson and
Martin would be $1,098,668, $338,190, $413,677 and $293,283 respectively. The
maximum loan value to all executive officers as a group would be $2,916,441.
Under the Purchase Plan, the Corporation will finance the full amount to be
borrowed, subject to the limitations described above. This loan must be secured
by shares of the Corporation's Common Stock with a fair market value equal to at
least one hundred ten percent (110%) of the loan, set as of the date of the loan
(and not adjusted for future changes in valuation). At the present time, until
receiving shareholder approval for stock acquired under the Purchase Plan, the
maximum loan value of the Corporation Common Stock
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<PAGE> 13
under federal margin regulations is 50% of its fair market value. The margin
regulations are promulgated by the Federal Reserve Board and govern lending on
the basis of publicly traded securities. Without an exemption, the regulations
generally limit such lending to no more than 50% of the value of the securities
used as collateral for such loans. Shareholder approval is being sought to
exempt loans under the Purchase Plan from that 50% limit.
Participants will have full ownership rights (including voting and the
right to receive dividends) to all shares owned under the Purchase Plan,
including pledged shares. Participants will also have full rights to dispose of
such shares, subject to repayment or refinancing of loans as to which such
shares serve as collateral.
Loans made under the Purchase Plan will be for a term of either 3 or 5
years, which may be selected by the executive. Loans will bear interest at 100%
of the "applicable federal rate" ("APR") as provided in the Internal Revenue
Code to avoid "unstated interest." As of March 1, 1996, the APR for quarterly
interest for a three year term was 4.96% and, for a five year term was 5.34%.
Interest will be payable quarterly. Use of the APR is intended to avoid imputed
compensation income to the executive (which could result from below market rate
interest rates), but also avoid imputed interest income to the Corporation
beyond the amount of interest actually received.
Prior to loan maturity, no principal payments will be due under the terms
of the loan under the Purchase Plan, so long as the individual remains an
employee of the Corporation. Interest and principal is due in full upon normal
maturity of the note in the case of continuing employment, retirement, death or
disability, or within 90 days of other termination of employment. The loans will
be "full recourse," meaning that participants must repay such amounts in full
even if the value of the Common Shares held as collateral would be insufficient
to repay all amounts due.
The Purchase Plan will be administered by the Compensation Committee, which
is composed of three or more members of the board, and none of whom is an
employee of the Corporation or its subsidiaries or eligible to participate in
the Purchase Plan. The Compensation Committee may interpret the Purchase Plan
and, subject to its provisions, may prescribe, amend and rescind rules and make
all other determinations necessary or desirable for the Purchase Plan's
administration. The Board of Directors may also, at any time, terminate or amend
the Purchase Plan. Shareholder approval will not be required for such actions
(unless such changes materially increase benefits to insiders or they would
affect the exemption from margin requirements, in which event such approval
would be sought, or the margin exemption would terminate). Subject to these
limitations, the Committee may also establish additional terms and conditions,
such as collateral provisions, interest rates or extended repayment terms in
response to such factors as applicable regulations, prevailing market interest
rates and unforeseen personal financial hardships (such as illness or natural
disaster). The Committee may not, however, forgive indebtedness incurred under
the Purchase Plan.
Since the Board's approval of the Purchase Plan, the Corporation has
financed the purchase by participants of approximately 13,600 Common Shares,
with loans aggregating $327,375. Such loans that are permitted under federal
margin (and other) regulations without prior approval of loans under the
Purchase Plan by the Corporation's shareholders.
Based upon F&M's estimates, the Corporation does not believe that the
increase in ownership of Corporation Common Stock would cause a material
decrease in the percent of Common Stock owned by non-insider shareholders
assuming full attainment of Purchase Plan goals. Based upon estimated total
ownership goals, current market values, and known current ownership of
participants, the Corporation believes the increase in ownership by Purchase
Plan participants as a group would represent less than 2% of the Corporations's
outstanding shares, and increased ownership by all directors and executive
officers as a group would represent less than 1% of such shares.
THE BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE FOR APPROVAL OF PROVISIONS
OF THE PURCHASE PLAN WHICH ALLOW FOR LENDING, AS IT BELIEVES THAT THESE WILL
ASSIST THE COVERED PERSONS ACHIEVE THE GOAL OF INCREASED OWNERSHIP OF
CORPORATION COMMON STOCK.
Approval of the lending provisions of the Purchase Plan requires the
affirmative vote of a majority of the shareholders voting on the motion,
assuming a quorum is present at the meeting. In the event shareholders do
11
<PAGE> 14
not approve the lending provisions of the Purchase Plan, the Purchase Plan may
be implemented, but the Corporation will not be permitted to make loans equal to
100% of the amount of Corporation Common Stock being purchased to the
participants in the Purchase Plan.
PROPOSED AMENDMENT TO ARTICLES OF INCORPORATION
REGARDING AUTHORIZED SHARES
The Corporation's Board of Directors recommends the adoption of the
amendment to the Articles of Incorporation to increase the number of authorized
Shares of Common Stock of the Corporation. The proposed amendment was
unanimously supported by all of the directors of the Corporation. The
Corporation's Articles of Incorporation currently authorize up to Ten (10)
Million shares of Common Stock, $1.00 par value. The Board recommends that the
Articles of Incorporation be amended to increase the total number of shares
authorized from Ten (10) Million to Twenty (20) Million.
The proposed amendment provides that more Common Shares will be available
for issuance in the future. The Board believes it is prudent to provide
flexibility by authorizing a sufficient number of shares to avoid the necessity,
as well as delay and expense, of an additional shareholder vote in the
foreseeable future. At March 15, 1996, of the Ten (10) Million authorized
shares, 5,955,108 were issued and outstanding. An additional 789,455 shares have
been allocated (but are as yet unissued) for utilization in the 1993 Stock
Option Plan, the option to John Johnson assumed by the Corporation, the
remaining shares subject to issuance under the Corporation's Dividend
Reinvestment Plan and the pending acquisition of Community State Bank, leaving
only 3,255,437 shares unissued and available for issuance. While none of these
actions would require the amendment, the Board wishes to plan ahead in the event
of future needs for shares.
The Board of Directors has chosen the particular number of shares primarily
to save possible Wisconsin Secretary of State filing fees in the future. Under
Wisconsin statutes, the filing fee for any change in articles of incorporation
increasing the number of authorized shares by one million or more is $10,000,
irrespective of the number of additional shares authorized. Because the Board of
Directors determined that at least one million additional shares should be
authorized to anticipate possible corporate needs, it determined that it would
be advisable at this time to authorize a higher number to save future filing
fees should more shares be required in future years.
While management is actively investigating and expects to continue to
investigate business opportunities and considerations which may require the
issuance of stock for cash or other consideration or in acquisitions or stock
distributions, there are presently no definite plans, commitments or
arrangements for the issuance of additional shares of stock except as described
above. The Board believes that it is in the Corporation's best interest to have
the authority to issue additional shares of Common Stock for use in possible
acquisitions, as well as a means of obtaining additional capital and for other
corporate purposes. Although management could use such shares to block an
attempt to take over the Corporation, the increase in authorized shares is not
proposed for that purpose. Although the Corporation has a classified Board of
Directors, neither the Corporation's Articles of Incorporation nor Bylaws
contain any other provisions which are intended to inhibit a takeover of the
Corporation. Certain provisions of the Wisconsin Business Corporation Law may
restrict voting power of any shareholders owning more than 20% of the
Corporation's shares, impose super majority voting requirements in certain
business combinations involving shareholders (or affiliates) owning more than
10% of the Corporation's shares, and impose certain other limitations on persons
taking control of a corporation without the approval of its board.
Depending upon the consideration for which they may be issued, the future
issuance of shares may have a dilutive effect on the Corporation's per share
earnings or book value per share. However, the Corporation does not have any
current plans for the issuance of shares which is expected to have a materially
dilutive effect.
The Board of Directors has, as to the presently authorized shares, and will
have as to the newly authorized shares, the power to issue shares for such
lawful consideration (not less than the par value) as may be fixed from time to
time by the Board. It is not anticipated that further shareholder approval for
the issuance of additional shares would be solicited or required, except as may
be required by NASDAQ listing
12
<PAGE> 15
requirements in connection with certain compensation programs or significant
acquisitions. No shareholder, as such, has any preemptive or preferential rights
to purchase shares of the Corporation or any obligations of the Corporation
which are convertible into shares.
The affirmative vote of the holders of a majority of Common Shares
outstanding on March 15, 1996 is required to adopt the proposed amendment. THE
BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE PROPOSED AMENDMENT.
TRANSACTIONS WITH THE CORPORATION
The Corporation's subsidiary banks have, and expect to continue to have,
regular dealings with directors and officers of the Corporation and its
subsidiaries, as well as their associates and the firms which they serve in
various capacities. Certain of such persons and firms have been indebted to the
Corporation's subsidiary banks for loans made in the ordinary course of
business. Since March 10, 1979, the effective date of the Financial Institutions
Regulatory Interest Rate Control Act, all such loans are required to be, have
been and are made on substantially the same terms, including interest rates and
collateral, as those prevailing at the time for comparable transactions with
other persons, and do not involve more than the normal risk of collectibility or
present other unfavorable features. See also "Officers Stock Purchase Plan"
above for proposed lending arrangements.
AUDITORS
The Board of Directors anticipates reappointing the firm of Wipfli Ullrich
Bertelson as independent auditors to audit the financial statements of the
Corporation for the year 1996. Wipfli Ullrich Bertelson has acted as the
Corporation's auditor since 1986. Representatives of Wipfli Ullrich Bertelson
are expected to be present at the annual meeting of shareholders to respond to
appropriate questions and to make a statement if they so desire.
OTHER MATTERS
The Board of Directors has not been informed and is not aware that any
other matters will be brought before the meeting except as set forth herein.
However, proxies may be voted with discretionary authority with respect to any
other matters that may properly be presented at the meeting.
SHAREHOLDER PROPOSALS
Shareholder proposals must be received by the Corporation no later than
November 29, 1996, in order to be considered for inclusion in the Proxy
Statement for next year's annual shareholders meeting.
By Order of the Board of Directors
Janet M. Lakso
Janet M. Lakso, Secretary
Kaukauna, Wisconsin
March 27, 1996
A COPY OF THE CORPORATION'S ANNUAL REPORT TO THE SECURITIES AND EXCHANGE
COMMISSION ON FORM 10-K FOR THE FISCAL YEAR ENDED DECEMBER 31, 1995, WILL BE
PROVIDED WITHOUT CHARGE TO EACH RECORD OR BENEFICIAL OWNER OF THE CORPORATION'S
COMMON SHARES AS OF MARCH 15, 1996, ON THE WRITTEN REQUEST OF SUCH PERSON
DIRECTED TO: JANET M. LAKSO, SECRETARY, F & M BANCORPORATION, INC., ONE BANK
AVENUE, P.O. BOX 410, KAUKAUNA WI 54130-0410.
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<PAGE> 16
F&M BANCORPORATION, INC.
1996 ANNUAL MEETING OF SHAREHOLDERS
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Gail E. Janssen, Duane G. Peppler and Joseph F.
Walsh, and each of them, proxies, with full power of substitution, to represent
and to vote as designated herein all shares of stock the undersigned is
entitled to vote at the Annual Meeting of Shareholders of F&M Bancorporation,
Inc. to be held at the Paper Valley Hotel and Conference Center, 333 West
College Avenue, Appleton, Wisconsin, on Tuesday, April 23, 1996, at 7:00 p.m.,
Central Time, and at any adjournment thereof, hereby revoking any and all
proxies heretofore given:
<TABLE>
<S> <C> <C>
(1) ELECTION OF DIRECTORS: [ ] FOR all nominees listed below [ ] WITHHOLD AUTHORITY to vote for
for three-year terms expiring all nominees listed below
in 1999 (except as marked to
the contrary below)
</TABLE>
OTTO L. COX, DOUGLAS A. MARTIN AND GLENN SCHILLING
(if you wish to withhold authority for a specified nominee, cross out the name
of that nominee)
(2) AUTHORIZATION OF LOANS to officers under the corporation's Officers'
Stock Purchase Plan:
[ ] FOR [ ] AGAINST [ ] ABSTAIN
(3) AMENDMENT OF ARTICLES to increase the number of authorized shares of
Common Stock to 20 million:
[ ] FOR [ ] AGAINST [ ] ABSTAIN
(4) OTHER MATTERS: In their discretion, on such other matters as may
properly come before the meeting or any adjournment thereof;
all as set out in the Notice of Meeting and Proxy Statement relating to the
meeting, receipt of which is hereby acknowledged.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS GIVEN, THIS PROXY WILL BE
VOTED FOR THE NOMINEES IN PROPOSAL 1 AND FOR PROPOSALS 2 AND 3.
Please return promptly in the enclosed
envelope.
Dated this day of , 1996
---- ----------------
-----------------------------------------------
Signature of shareholder
-----------------------------------------------
Signature of shareholder
PLEASE SIGN PERSONALLY AS NAME APPEARS AT LEFT.
When signing as attorney, executor,
administrator, personal representative, trustee
or guardian, given full title as such. If
signer is a corporation, sign full corporate
name by duly authorized officer. If stock is
held in the name of two or more persons, all
should sign.
