<PAGE> 1
SCHEDULE 14A
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
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
MASSBANK Corp.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
MASSBANK Corp.
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)
Payment of filing fee (Check the appropriate box):
/X/ $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(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:
Set forth the amount on which the filing fee is calculated and state how it
was determined.
/ / 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
MASSBANK CORP.
123 HAVEN STREET
READING, MASSACHUSETTS 01867
NOTICE OF ANNUAL MEETING
To the Stockholders of
MASSBANK CORP.:
The Annual Meeting of Stockholders of MASSBANK Corp. (the "Corporation")
will be held at The Crowne Plaza, Two Forbes Road, Woburn, Massachusetts on
Tuesday, April 16, 1996 at 10:00 A.M. for the following purposes:
1. To consider and act upon a proposal to elect a total of four
Directors to serve until the 1999 Annual Meeting of Stockholders; and
2. To consider and act upon any other matters which may properly come
before the meeting or any adjournment thereof.
Only stockholders of record at the close of business on March 1, 1996 are
entitled to notice of and to vote at the meeting.
By Order of the Board of Directors,
ROBERT S. CUMMINGS, Secretary
Reading, Massachusetts
March 22, 1996
WHETHER OR NOT YOU EXPECT TO BE PRESENT AT THE MEETING, PLEASE COMPLETE AND
SIGN THE ENCLOSED PROXY AND RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE. IF YOU
WISH TO VOTE YOUR STOCK IN PERSON AT THE MEETING, YOUR PROXY MAY BE REVOKED.
<PAGE> 3
MASSBANK CORP.
PROXY STATEMENT
FOR
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD TUESDAY, APRIL 16, 1996
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of MASSBANK Corp. (the "Corporation") for the
Annual Meeting of Stockholders of the Corporation. At this meeting, stockholders
will consider and act upon the matters set forth in the accompanying Notice of
Annual Meeting.
The cost of soliciting proxies will be borne by the Corporation. The
solicitation of proxies by mail may be followed by the solicitation of certain
stockholders by officers or regular employees of the Corporation by telephone or
oral communication. The enclosed proxy, if executed and returned, may be revoked
at any time before it has been exercised by delivery of a revocation in writing
to the Secretary of the Corporation at the principal executive offices of the
Corporation, by delivering a later-dated proxy or by voting in person at the
meeting. Unless otherwise noted thereon, proxies solicited hereby will be voted
for the election of the nominees for Directors as set forth herein.
With respect to the election of Directors, the Corporation's By-laws
provide that such election shall be determined by a plurality of votes cast by
stockholders, and thus, in accordance with applicable state law, shares
represented by a proxy that withholds authority to vote for a particular nominee
or nominees and broker non-votes will have no effect on the outcome of voting
for the election of Directors.
Stock transfer books will not be closed, but the Board of Directors has
fixed the close of business on March 1, 1996 as the record date for determining
the stockholders entitled to notice of and to vote at this meeting and any
adjournment thereof. On that date, there were outstanding 2,765,262 shares of
Common Stock, and the holders thereof on that date are entitled to one vote for
each share held by them. All share information set forth herein has been
adjusted to reflect the 3-for-2 split of the Corporation's Common Stock,
effective September 9, 1994.
The principal executive offices of the Corporation are located at 123 Haven
Street, Reading, Massachusetts 01867; telephone number (617) 662-0100. The
approximate date on which this Proxy Statement and the enclosed Proxy are first
being sent to stockholders is March 22, 1996.
<PAGE> 4
ELECTION OF DIRECTORS
In accordance with the Corporation's Restated Certificate of Incorporation
and By-laws, the Board of Directors is divided into three approximately equal
classes, with each Director serving for a term of three years. As a consequence,
the term of only one class of Directors expires each year, and their successors
are elected for terms of three years. The Board of Directors is presently
comprised as follows:
Class I: Ms. Hickey, Messrs. Marshall and McPherson and Dr. Stackhouse,
who were elected to serve until the 1996 Annual Meeting of
Stockholders and until their successors are chosen and
qualified.
Class II: Messrs. Bedell, Costello, Cummings, Lapidus and Schurian, who
were elected to serve until the 1997 Annual Meeting of
Stockholders and until their successors are chosen and
qualified.
Class III: Messrs. Altschuler, Brandi, Bufferd, Carr and Dyson, who were
elected to serve until the 1998 Annual Meeting of Stockholders
and until their successors are chosen and qualified.
The Board of Directors has nominated each of the Class I Directors to stand
for re-election at the 1996 Annual Meeting of Stockholders to serve until the
1999 Annual Meeting of Stockholders and until their successors are chosen and
qualified. Unless otherwise noted thereon, proxies solicited hereby which are
executed and returned on a timely basis will be voted for such election of such
nominees. The Corporation believes that each of the Board of Directors' nominees
for Director will be able to serve. If one or more of such nominees should be
unable to serve, the individuals named in the enclosed Proxy will vote for such
other person or persons, if any, as the Board of Directors at the time may
recommend to serve in place of the person or persons unable to serve.
THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE FOR THE ELECTION
OF ITS NOMINEES. Information regarding these nominees for election as Directors,
as well as each current Director whose term is not scheduled to expire until the
1997 or the 1998 Annual Meeting of Stockholders, is set forth below.
SAMUEL ALTSCHULER CHAIRMAN, PRESIDENT AND DIRECTOR, ALTRON, INC., A
MANUFACTURER OF ELECTRONIC INTERCONNECT PRODUCTS
[PHOTO] Mr. Altschuler, 68, has served as a Director since 1986 and
as a Trustee of a predecessor bank since 1979. He is also a
member of the Compensation and Option Committee of the
Corporation. Mr. Altschuler has been associated with Altron,
Inc. since founding the company in 1970. Mr. Altschuler is a
Past President of IPC, an industry trade association.
2
<PAGE> 5
MATHIAS B. BEDELL RETIRED IN 1989 AS PRESIDENT OF BEDELL BROTHERS INSURANCE
AGENCY
[PHOTO] Mr. Bedell, 63, has served as a Director since 1986 and as a
Trustee of a predecessor bank since 1965. Mr. Bedell is also
a member of the Executive Committee of the Corporation and a
Director and Executive Committee member of MASSBANK for
Savings, (the "Bank") the Corporation's principal subsidiary.
He also serves on the Compensation and Option Committee and
the Insurance Committee of the Corporation.
GERARD H. BRANDI CHAIRMAN OF THE BOARD, PRESIDENT AND CHIEF EXECUTIVE OFFICER
OF MASSBANK CORP. AND MASSBANK FOR SAVINGS
[PHOTO] Mr. Brandi, 47, has served as a Director since 1986. He
first joined a predecessor bank in 1975 and became a
Trustee in 1978. He has served the Bank and
Corporation in various capacities over the past twenty-one
years. Mr. Brandi was named President of the Corporation and
the Bank in 1986, Chief Executive Officer in 1992 and
Chairman in 1993. Mr. Brandi is also Chairman of the
Executive Committees of the Corporation and the Bank and a
member of the Asset/Liability Committee of the Corporation.
He is a Director of the Transaxion Corporation, the
Depositors Insurance Fund, Northeastern University's National
Council, The Lowell Plan, the New England Automated Clearing
House and the New England School of Banking at Williams
College. He also serves as the Vice Chairman and Director of
the Lowell Development and Finance Corp., and Treasurer and
Director of the Massachusetts Society for the Protection of
Animals. Mr. Brandi is a Trustee and Finance Committee member
of the Melrose-Wakefield Hospital and a Trustee and a member
of the Investment Committee of the Savings Bank Employees
Retirement Association.
ALLAN S. BUFFERD DEPUTY TREASURER AND DIRECTOR OF INVESTMENTS, MASSACHUSETTS
INSTITUTE OF TECHNOLOGY
[PHOTO] Mr. Bufferd, 58, was elected a Director in 1995. He is also a
member of the Asset/Liability Committee of the Corporation.
Mr. Bufferd serves as Vice Chairman and Life Trustee of the
Beth Israel Hospital, a Trustee of the Whiting Foundation and
Co-Chairman of the Investment Committee for the Combined
Jewish Philanthropies at Beth Israel Hospital. He is also a
member of the Investment Subcommittee and the Advisory
Committee on Economically Targeted Investments of the
Massachusetts State Teachers' and Employees' Retirement
Systems Trust. In addition, he is the Treasurer and a
Director of the Harvard Cooperative Society, a Director of
Automated Compliance Systems and a Director of Groundwater
Technology, Inc.
3
<PAGE> 6
PETER W. CARR RETIRED AS VICE PRESIDENT/FINANCE OF GUILFORD TRANSPORTATION
INDUSTRIES
[PHOTO] Mr. Carr, 65, has served as a Director since 1986 and as a
Trustee of a predecessor bank since 1980. Mr. Carr is also the
Chairman of the Audit Committee of the Corporation.
ALEXANDER S. PRESIDENT AND EDITORIAL PAGE EDITOR, THE LOWELL SUN
COSTELLO
[PHOTO] Mr. Costello, 42, has served as a Director since 1993. He is a
member of the Insurance Committee of the Corporation. Mr.
Costello is the Chairman of the Board of Directors of The
Lowell Plan, a non-profit organization dedicated to the
revitalization of the City of Lowell, and a member of the
Board of Governors of Saints' Memorial Hospital of Lowell.
ROBERT S. ATTORNEY, MANAGING PARTNER OF PEABODY & BROWN
CUMMINGS
[PHOTO] Mr. Cummings, 65, has served as a Director since 1986 and as a
Trustee of a predecessor bank since 1979. Mr. Cummings is
Secretary of the Corporation, a member of the Executive
Committee of the Corporation and a Director and Executive
Committee member of the Bank. He also serves as Chairman of
the Compensation and Option Committee of the Corporation. Mr.
Cummings is a Trustee and member of the Executive Committee of
Melrose-Wakefield Hospital, Chairman of the Commissioners of
Trust Funds of the Town of Reading, Secretary and Director of
the Massachusetts Society for the Protection of Animals and
Treasurer, Director and Executive Committee member of the
World Society for the Protection of Animals.
4
<PAGE> 7
ROBERT E. DYSON ATTORNEY, PARTNER OF DICK, DYSON AND BOLTON
[PHOTO] Mr. Dyson, 55, has served as a Director since 1986 and as a
Trustee of a predecessor bank since 1980. He is also a member
of the Trust Committee of the Bank. Mr. Dyson is a member of
the Trust Fund Commission for the City of Gloucester.
LOUISE A. HICKEY RETIRED AS VICE PRESIDENT FOR PATIENT SERVICES AT
MELROSE-WAKEFIELD HOSPITAL
[PHOTO] Ms. Hickey, 70, has served as a Director since 1986 and as a
Trustee of a predecessor bank since 1981. Ms. Hickey is a
member of the Compensation and Option Committee of the
Corporation. Ms. Hickey is an Honorary Trustee of the
Melrose-Wakefield Hospital.
LEONARD LAPIDUS UNITED STATES GOVERNMENT OFFICIAL
[PHOTO] Mr. Lapidus, 66, has served as a Director since 1994. He is a
member of the Asset/Liability Committee of the Corporation.
Mr. Lapidus served as a Director of the Bank from 1994 to
1995. Mr. Lapidus served from 1981 to 1994 as President of the
Depositors Insurance Fund, a fund established under
Massachusetts law to provide deposit insurance to
Massachusetts savings banks. Presently, he is a United States
Government official who advises, and arranges to place
advisors with, the governments of former Soviet bloc countries
to help them reform their banking and bank regulatory systems.
STEPHEN E. PRESIDENT AND TREASURER OF C. H. CLEAVES INSURANCE AGENCY,
MARSHALL INC.
[PHOTO] Mr. Marshall, 57, has served as a Director since 1986 and as a
Trustee of a predecessor bank since 1972. He is a member of
the Executive Committee of the Corporation and a Director and
Executive Committee member of the Bank. Mr. Marshall is also
Chairman of the Insurance Committee of the Corporation. Mr.
Marshall's affiliations include the Professional Insurance
Agents of Massachusetts, The American Cancer Society and the
Visiting Nurses Association.
5
<PAGE> 8
ARTHUR W. ACCOUNT MANAGER, THE ADVISORS GROUP
MCPHERSON
[PHOTO] Mr. McPherson, 70, has served as a Director since 1986 and as
a Trustee of a predecessor bank since 1973. Mr. McPherson is
also a member of the Audit Committee of the Corporation. Mr.
McPherson serves as a Deacon and the Missions Co-ordinator
for the Park Street Church of Boston. He is also an Honorary
Director of the Melrose YMCA.
HERBERT G. CERTIFIED PUBLIC ACCOUNTANT
SCHURIAN
[PHOTO] Mr. Schurian, 59, has served as a Director since 1986 and
as a Trustee of a predecessor bank since 1973. He is a
member of the Executive Committee of the Corporation and a
Director and an Executive Committee member of the Bank. He
is Chairman of the Asset/Liability Committee and a member
of the Audit Committee of the Corporation. Mr. Schurian is
a member of the Massachusetts Society of Certified Public
Accountants and the Eastern Middlesex Association of
Retarded Citizens.
DONALD B. RETIRED AS PRESIDENT OF DENTAL HEALTH CONCEPTS IN 1995
STACKHOUSE, D.M.D.
[PHOTO] Dr. Stackhouse, 64, has served as a Director since 1986 and
as a Trustee of a predecessor bank since 1972. He is also a
member of the Executive Committee of the Corporation and a
Director and an Executive Committee member of the Bank. Dr.
Stackhouse is a former Clinical Professor in Graduate
Prothodontics at Tufts University and a Director of the L.D.
Pankey Dental Institute.
6
<PAGE> 9
<TABLE>
The following chart shows the number of shares of the Corporation's Common
Stock beneficially owned by each Director as of January 31, 1996.
<CAPTION>
SHARES OF
COMMON STOCK
BENEFICIALLY
OWNED AS OF
JANUARY 31,
NAME 1996(1)(2)
- ---- ------------
<S> <C>
Samuel Altschuler........................................................... 14,064
Mathias B. Bedell........................................................... 24,377(3)
Gerard H. Brandi............................................................ 112,929(4)(5)
Allan S. Bufferd............................................................ 950(6)
Peter W. Carr............................................................... 13,500(6)
Alexander S. Costello....................................................... 3,375
Robert S. Cummings.......................................................... 18,800
Robert E. Dyson............................................................. 12,150(6)
Louise A. Hickey............................................................ 10,856
Leonard Lapidus............................................................. 1,950
Stephen E. Marshall......................................................... 4,857
Arthur W. McPherson......................................................... 3,375
Herbert G. Schurian......................................................... 16,025(7)
Dr. Donald B. Stackhouse.................................................... 14,230
All Directors and executive officers as a group (19 persons)................ 346,729(5)(8)
<FN>
- ---------------
(1) Unless otherwise indicated, each person named has sole voting and sole
investment power with respect to all shares indicated. Includes the
following number of shares that the above listed Directors have the right to
acquire within 60 days through the exercise of options granted pursuant to
the Corporation's 1986 Stock Option Plan or 1994 Stock Incentive Plan: Mr.
Altschuler, 10,500 shares; Mr. Bedell, 13,250 shares; Mr. Brandi, 21,500
shares; Mr. Bufferd, 750 shares; Mr. Carr, 10,500 shares; Mr. Costello,
3,375 shares; Mr. Cummings, 13,250 shares; Mr. Dyson, 7,500 shares; Ms.
Hickey, 10,500 shares; Mr. Lapidus, 1,750 shares; Mr. Marshall, 4,750
shares; Mr. McPherson, 2,625 shares; Mr. Schurian, 11,375 shares and Dr.
Stackhouse, 10,750 shares, respectively.
(2) No individual Director beneficially owns more than one percent of the
Corporation's outstanding Common Stock, except Mr. Brandi, who beneficially
owns 4.1%.
(3) Includes 2,673 shares owned by Mr. Bedell's spouse, as to which shares Mr.
Bedell disclaims beneficial ownership.
(4) Includes 2,569 shares held by Mr. Brandi as custodian for his daughter and
various nieces and nephews and 5,183 shares owned by Mr. Brandi's spouse, as
to all of which shares Mr. Brandi disclaims beneficial ownership. Also
includes 65,257 shares owned jointly with Mr. Brandi's spouse.
(5) Includes shares allocated to the accounts of executive officers under the
Bank's Employee Stock Ownership Plan (the "ESOP"). The number of such
allocated shares included in the above table is as follows: Mr. Brandi --
8,620 and all executive officers as a group (six persons) -- 22,060. Does
not include any portion of the unallocated shares under the ESOP which may
be deemed to be beneficially owned by participating executive officers as a
result of their ability to direct the voting of such shares through the
voting of shares allocated to their accounts under the ESOP. The number of
such unallocated shares over which the executive officers may exercise
voting power is as follows: Mr. Brandi -- 5,221 and all executive officers
as a group -- 13,362.
7
<PAGE> 10
(6) Voting and investment power for these shares (other than shares which may be
acquired through the exercise of options as described above) is shared with
spouse as to all shares indicated.
(7) Includes 2,850 shares owned by Mr. Schurian's spouse and 300 shares owned by
his son and spouse, as to all of which shares Mr. Schurian disclaims
beneficial ownership.
(8) Includes 186,279 shares that such persons have the right to acquire through
the exercise of options granted pursuant to the Corporation's 1986 Stock
Option Plan or 1994 Stock Incentive Plan. As of January 31, 1996, all
Directors and executive officers as a group beneficially owned 11.8% of the
Corporation's outstanding Common Stock.
</TABLE>
BOARD AND COMMITTEE MEETINGS
During 1995, the Board of Directors of the Corporation held four meetings,
the Executive Committee of the Corporation held ten meetings, the Audit
Committee of the Corporation held four meetings and the Compensation and Option
Committee of the Corporation held two meetings. During 1995, each incumbent
Director attended at least 75% of the aggregate number of meetings of the
Corporation's Board of Directors and of the committees of which he or she was a
member, with the exception of Ms. Hickey, who attended four of six meetings, or
67% of the meetings.
The Executive Committee of the Corporation consists of Messrs. Bedell,
Brandi, Cummings, Marshall and Schurian and Dr. Stackhouse and is vested with
the authority of the Board of Directors in most matters between Board meetings.
The Audit Committee of the Corporation consists of Messrs. Carr, McPherson and
Schurian and is responsible for reviewing the Corporation's financial statements
and the scope of the audit, reviewing the Corporation's internal financial and
accounting controls and recommending to the Board the appointment of independent
auditors. The Compensation and Option Committee of the Corporation consists of
Messrs. Altschuler, Bedell and Cummings and Ms. Hickey. The Compensation and
Option Committee is responsible for making recommendations to the Board of
Directors of the Bank with respect to the policies which govern both annual
compensation and incentive stock ownership programs for the employees of the
Bank.
The Board of Directors of the Corporation acts as a nominating committee,
selecting nominees for election as Directors and executive officers. The Board
considers the recommendation of any stockholder with respect to nominees for
election to the Board if such recommendation is timely in accordance with, and
is accompanied by the information required by, the Corporation's By-laws. To
make a recommendation, a stockholder should send the nominee's name and
supporting information to the Secretary of the Corporation at the Corporation's
principal offices. See "Stockholder Proposals."
8
<PAGE> 11
PRINCIPAL STOCKHOLDERS
<TABLE>
The following table sets forth information with respect to each holder who,
to the knowledge of the Corporation, beneficially owned more than 5% of the
Corporation's Common Stock as of March 1, 1996.
<CAPTION>
AMOUNT AND NATURE OF PERCENT OF
BENEFICIAL OWNERSHIP OF COMMON STOCK
CORPORATION'S COMMON BENEFICIALLY
NAME AND ADDRESS STOCK OWNED
---------------- ----------------------- -------------
<S> <C> <C>
John A. Levin & Co., Inc.(1)..................... 265,450 9.6%
One Rockefeller Plaza
New York, NY 10020
Private Capital Management, Inc.(2) ............. 251,250 9.1%
3003 North Tamiami Trail
Naples, FL 33940
First Manhattan Co.(3)........................... 181,800 6.6%
437 Madison Avenue
New York, NY 10022
<FN>
- ---------------
(1) John A. Levin & Co., Inc. ("Levin") is an investment adviser registered
under the Investment Advisers Act of 1940. According to a filing made by it
with the Securities and Exchange Commission (the "SEC") on Schedule 13G
dated February 16, 1996, Levin possesses sole voting power over 30,450 of
the above shares, shared voting power over 144,000 of the above shares,
sole dispositive power over 30,450 of the above shares and shared
dispositive power over 235,000 of the above shares.
(2) Private Capital Management, Inc. ("PCM") is an investment adviser registered
under the Investment Advisers Act of 1940. According to the most recent
filing made by PCM with the SEC on Schedule 13D dated March 10, 1993, the
above shares have been purchased for the accounts of investment advisory
clients of PCM. PCM reported in such filing that it possesses shared
dispositive power over all of the above shares and no voting power over any
of these shares.
(3) First Manhattan Co. ("First Manhattan") is a broker or dealer registered
under the Securities and Exchange Act of 1934 and is an investment adviser
registered under the Investment Advisers Act of 1940. According to a filing
made by it with the SEC on Schedule 13G dated February 9, 1996, First
Manhattan possesses sole voting power over 136,000 of the above shares,
shared voting power over 9,100 of the above shares, sole dispositive power
over 136,000 of the above shares and shared dispositive power over 45,800
of the above shares.
</TABLE>
EXECUTIVE COMPENSATION
Until the Corporation becomes actively involved in other business, no
separate compensation is being paid to the executive officers of the
Corporation, all of whom are executive officers of the Bank and receive
compensation as such.
9
<PAGE> 12
SUMMARY OF COMPENSATION
<TABLE>
The following table sets forth for the fiscal years ended December 31,
1995, 1994 and 1993, a summary of the compensation paid by the Bank to the Chief
Executive Officer and the four additional executive officers whose remuneration
from the Corporation and its subsidiaries exceeded $100,000 during 1995.
<CAPTION>
LONG TERM
COMPENSATION
-------------------------------
AWARDS PAYOUTS
ANNUAL COMPENSATION --------------------- -------
-------------------------------------- RESTRICTED (1)
OTHER ANNUAL STOCK SECURITIES LTIP ALL OTHER
NAME AND PRINCIPAL SALARY BONUS COMPENSATION AWARD(S) UNDERLYING PAYOUTS COMPENSATION
POSITION YEAR ($) ($) ($) ($) OPTIONS(#) ($) ($)
- ------------------------ ---- ------- ------ ------------ -------- ---------- ------- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Gerard H. Brandi........ 1995 310,000 97,650 (2) -0- 2,500 -0- 63,830(3)
Chairman, President 1994 285,000 96,900 (2) -0- 3,750 -0- 47,301(3)
and Chief Executive 1993 275,000 88,000 (2) -0- 7,500 -0- 55,851(3)
Officer(4)
Donald R. Washburn...... 1995 102,000 22,950 (2) -0- 1,500 -0- 8,544(5)
Senior Vice President, 1994 93,600 22,464 (2) -0- 2,250 -0- 7,600(5)
Lending 1993 80,500 19,320 (2) -0- 3,750 -0- 19,978(5)
Donna H. West........... 1995 98,400 22,140 (2) -0- 1,500 -0- 8,212(6)
Senior Vice President, 1994 89,400 21,456 (2) -0- 2,250 -0- 7,415(6)
Retail Banking 1993 79,000 18,960 (2) -0- 3,750 -0- 19,540(6)
Reginald E. Cormier..... 1995 84,000 18,900 (2) -0- 1,500 -0- 7,047(7)
Vice President, 1994 77,400 18,576 (2) -0- 2,250 -0- 6,782(7)
Treasurer and Chief 1993 75,000 16,500 (2) -0- 3,750 -0- 19,902(7)
Financial Officer
David F. Carroll........ 1995 82,800 18,630 (2) -0- 1,500 -0- 7,046(8)
Vice President, 1994 79,200 19,008 (2) -0- 2,250 -0- 6,820(8)
Operations 1993 76,500 15,300 (2) -0- 3,750 -0- 19,289(8)
<FN>
- ---------------
(1) Includes (i) the cash value of shares of MASSBANK Common Stock acquired by
the Employee Stock Ownership Plan ("ESOP") and allocated to the named party
(but excluding any allocation of dividends and interest thereunder), and
(ii) such other items as are disclosed in individual footnotes below. Such
cash value was determined by multiplying the number of shares of Common
Stock so allocated by the closing price of the Common Stock on December 31
of the applicable year.
(2) Perquisites did not exceed 10% of total salary and bonus.
(3) Consists of the Bank's payment of permanent life insurance premiums in the
amount of $3,226, $3,226 and $2,044 in 1995, 1994 and 1993, respectively,
under Mr. Brandi's executive supplemental retirement agreement, ESOP
allocations valued at $10,474, $17,143 and $53,807 representing 330, 749 and
2,290 shares of Common Stock respectively on December 31, 1995, 1994 and
1993, determined in accordance with footnote 1 above, and contributions of
$50,130 and $26,932 to a rabbi trust for a deferred compensation program for
Mr. Brandi in 1995 and 1994, respectively.
(4) Mr. Brandi was elected Chairman of the Board of Directors in January, 1993.
(5) Consists of ESOP allocations of $8,544, $7,600 and $19,978 representing 269,
332 and 850 shares of Common Stock at December 31, 1995, 1994 and 1993,
respectively, determined in accordance with footnote 1 above.
10
<PAGE> 13
(6) Consists of ESOP allocations of $8,212, $7,415 and $19,540 representing 259,
324 and 831 shares of Common Stock at December 31, 1995, 1994 and 1993,
respectively, determined in accordance with footnote 1 above.
(7) Consists of ESOP allocations of $7,047, $6,782, and $19,902 representing
222, 296 and 847 shares of Common Stock at December 31, 1995, 1994 and 1993,
respectively, determined in accordance with footnote 1 above.
(8) Consists of ESOP allocations of $7,046, $6,820, and $19,289 representing
222, 298 and 821 shares of Common Stock at December 31, 1995, 1994 and 1993,
respectively, determined in accordance with footnote 1 above.
</TABLE>
OPTION GRANTS
<TABLE>
The following table sets forth certain information regarding options
granted during 1995 to the Chief Executive Officer and the other executive
officers named above.
<CAPTION>
POTENTIAL
REALIZABLE VALUE
INDIVIDUAL GRANTS AT ASSUMED ANNUAL
------------------------------------------------------------- RATES OF STOCK
NUMBER OF % OF TOTAL PRICE
SHARES OPTIONS APPRECIATION FOR
UNDERLYING GRANTED TO EXERCISE OR OPTION TERM
OPTIONS EMPLOYEES BASE PRICE -----------------
NAME GRANTED IN FISCAL YEAR PER SHARE EXPIRATION DATE 5% 10%
---- ---------- -------------- ----------- ----------------- ------- -------
<S> <C> <C> <C> <C> <C> <C>
Gerard H. Brandi....... 2,500 10.9% $23.125 January 16, 2005 $36,358 $92,138
Chairman, President
and Chief Executive
Officer
Donald R. Washburn..... 1,500 6.5% $ 26.50 July 17, 2005 $24,999 $63,351
Senior Vice
President, Lending
Donna H. West.......... 1,500 6.5% $23.125 January 16, 2005 $21,815 $55,283
Senior Vice
President, Retail
Banking
Reginald E. Cormier.... 1,500 6.5% $23.125 January 16, 2005 $21,815 $55,283
Vice President,
Treasurer and Chief
Financial Officer
David F. Carroll....... 1,500 6.5% $23.125 January 16, 2005 $21,815 $55,283
Vice President,
Operations
</TABLE>
11
<PAGE> 14
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR END OPTION VALUE
<TABLE>
The following table sets forth certain information regarding options
exercised during the fiscal year ended December 31, 1995 and options held as of
December 31, 1995 by the Chief Executive Officer and the other executive
officers named above.
<CAPTION>
NUMBER OF SHARES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY
OPTIONS AT OPTIONS AT
FISCAL YEAR END FISCAL YEAR END
SHARES ACQUIRED VALUE
NAME ON EXERCISE REALIZED EXERCISABLE / UNEXERCISABLE EXERCISABLE / UNEXERCISABLE
---- --------------- -------- --------------------------- ---------------------------
<S> <C> <C> <C> <C>
Gerard H. Brandi......... 38,000 $685,750 42,479/0 $706,637/0
Chairman, President and
Chief Executive
Officer
Donald R. Washburn....... 2,200 $ 44,550 14,819/0 $216,585/0
Senior Vice President,
Lending
Donna H. West............ 1,800 $ 36,900 13,834/0 $198,826/0
Senior Vice President,
Retail Banking
Reginald E. Cormier...... 0 $ 0 9,750/0 $110,875/0
Vice President,
Treasurer and Chief
Financial Officer
David F. Carroll......... 2,500 $ 28,750 13,175/0 $181,981/0
Vice President,
Operations
</TABLE>
12
<PAGE> 15
COMPARATIVE STOCK PERFORMANCE BY THE CORPORATION
<TABLE>
The following chart compares the performance of the Common Stock of the
Corporation (assuming reinvestment of dividends) with the S&P 500 Index and a
group comprised of 18 industry peers, including the Corporation (the "Peer
Group"). The chart assumes a $100 investment was made on December 31, 1990 in
the Common Stock of MASSBANK Corp., the stocks included in the S&P 500 and the
stocks of the Peer Group.
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN
AMONG MASSBANK CORP., THE S&P 500 INDEX AND THE PEER GROUP
[GRAPH]
<CAPTION>
MEASUREMENT PERIOD MASSBANK S&P 500 IN-
(FISCAL YEAR COVERED) CORP. DEX PEER GROUP(1)
<S> <C> <C> <C>
12/31/90 100.00 100.00 100.00
12/31/91 130.07 130.48 135.30
12/31/92 255.12 140.41 215.72
12/31/93 277.01 154.57 278.67
12/31/94 276.45 156.29 280.54
12/31/95 394.43 210.57 432.38
</TABLE>
(1) The banks in the Peer Group are: American Bank of CT, Andover Bancorp, Inc.,
Bank of New Hampshire Corp., Banknorth Group, Inc., Boston Bancorp, CFX
Corporation, D.S. Bancor, Inc., Dime Financial Corp., Family Bancorp, First
Essex Bancorp, Framingham Savings Bank, Granite State Bank Shares, MASSBANK
Corp., Medford Savings Bank, Norwich Financial Corp., Somerset Savings Bank,
UST Corporation and Walden Bancorp, Inc.
EMPLOYMENT AGREEMENT
The Corporation and the Bank have entered into a three year employment
agreement with Mr. Brandi, and the Bank has entered into two-year employment
agreements with Messrs. Carroll, Cormier and Washburn and Ms. West (each an
"Employment Agreement" and collectively the "Employment Agreements"). Mr.
Brandi's Employment Agreement is scheduled to expire in 1999, unless extended as
explained below. The Employment Agreements of Messrs. Carroll, Cormier and
Washburn and Ms. West are scheduled to expire in 1998, unless extended as
explained below. Pursuant to the Employment Agreements, Mr. Brandi, Mr. Carroll,
13
<PAGE> 16
Mr. Cormier, Mr. Washburn and Ms. West are paid current annual salaries of
$322,800, $86,520, $87,900, $106,800, and $103,200, respectively.
Under the respective Employment Agreements, the Corporation or the Bank, as
the case may be, may terminate the officer's employment, without incurring any
continuing obligations to him or her, at any time for "cause", as defined in the
Employment Agreement. On each anniversary of the respective Employment
Agreement, unless the Corporation or the Bank, as the case may be, or the
officer has previously given the specified notice to the other of his, her or
its election not to extend the respective Employment Agreement, an additional
one-year period is automatically added to the term of the Employment Agreement.
In addition, the Employment Agreements provide generally that if the
Corporation or the Bank, as the case may be, were to terminate the officer's
employment for any reason other than for "cause," or, solely with respect to Mr.
Brandi, he were to terminate his own employment upon the occurrence of a
significant change in the responsibilities, powers or authorities exercised by
him from those exercised immediately prior to a "Change in Control," or
following a reduction in his annual compensation, or for other reasons as set
forth in his Employment Agreement, the officer would be entitled to continue to
receive the compensation and benefits specified in the Employment Agreement for
the duration of what otherwise would have been its term. The compensation and
benefits payable to Mr. Brandi in the foregoing situations provide for an
adjustment factor tied to increases in the Consumer Price Index. A "Change in
Control" is generally defined in Mr. Brandi's Employment Agreement to mean (i)
the occurrence of a tender or exchange offer, business combination, sale of
assets, contested election or combination of transactions, the result of which
is that the persons who were directors of the Corporation or the Bank before
such transactions cease to constitute a majority of the Board of Directors of
the Corporation or the Bank, respectively, or (ii) the acquisition by a person
or group of persons of beneficial ownership of 25% or more of the Common Stock
of the Corporation or the Bank, as the case may be, which is not approved by the
respective Board of Directors in the manner established by Mr. Brandi's
Employment Agreement. In addition, Mr. Brandi's Employment Agreement provides
that in the event Mr. Brandi is not elected to, or is subsequently removed from,
the offices of Chief Executive Officer of the Corporation or the Bank, then such
event would be treated as a termination without cause by the Corporation and the
Bank, and Mr. Brandi would be entitled to exercise his rights described in this
paragraph under the Employment Agreement.
EXECUTIVE SEVERANCE AGREEMENT
The Corporation and the Bank have entered into an Executive Severance
Agreement with Mr. Brandi, and the Bank has entered into Executive Severance
Agreements with Mr. Carroll, Mr. Cormier, Mr. Washburn and Ms. West (each an
"Executive Severance Agreement" and collectively the "Executive Severance
Agreements"). The Executive Severance Agreements generally provide that if there
were a "Change in Control" of the Corporation, as defined therein, and if at any
time during the two year period following the Change in Control, either the
Corporation or the Bank, as the case may be, were to terminate the employment of
any of the above named officers for any reason other than for deliberate
dishonesty with respect to the Corporation or the Bank, conviction of certain
crimes, gross and willful failure to perform his or her duties, or for other
reasons as set forth in the Executive Severance Agreements, or any of the above
named officers were to terminate his or her employment following a substantial
adverse change in his or her title or responsibilities or a reduction in his or
her annual base salary, or for other reasons as set forth in the Executive
Severance Agreements, the named officer would be entitled to receive a lump sum
payment equal to approximately three times his or her average annual
compensation over the five previous years of his or her employment with the
Corporation or the Bank, as the case may be. For purposes of the Executive
Severance Agreements, a "Change in Control" is generally deemed to have occurred
when (i) a person or group of persons acquires beneficial ownership of 50% or
more of the Common Stock of the Corporation, (ii) as a result of a tender offer,
proxy contest, merger or similar transaction, persons who were Directors before
such
14
<PAGE> 17
transaction cease to constitute at least a majority of the Board of Directors of
the Corporation, or (iii) the stockholders of the Corporation approve a merger,
a plan of liquidation or an agreement for the sale of all or substantially all
of the Corporation's assets.
Any payments under the Executive Severance Agreement or the Employment
Agreement are subject to reduction if such payments are non-deductible to the
Corporation or the Bank as a result of Section 280G of the Internal Revenue Code
of 1986, as amended (the "Internal Revenue Code"). In addition, if the officer
becomes entitled to receive cash compensation pursuant to both the Employment
Agreement and the Executive Severance Agreement, he or she is required to elect
to receive cash compensation pursuant to only one of such agreements. The
officer would be entitled to continue to receive any benefits he or she is
eligible for under his or her Employment Agreement regardless of the agreement
under which he or she elected to receive cash compensation.
PENSION PLAN
The Bank provides a retirement plan for all of its eligible employees
through the Savings Banks Employees Retirement Association ("SBERA"), an
unincorporated association of savings banks operating within Massachusetts and
other organizations which provide services to or for savings banks.
<TABLE>
The following table illustrates annual minimum pension benefits for
retirement at age 65 under the most advantageous plan provisions (in effect on
December 31, 1995) available for various levels of compensation and years of
service. The figures in this table are calculated on the basis of a
straight-life annuity and are based on the assumption that the Plan continues in
its present form. The benefits are not subject to any deduction for Social
Security or other offset amounts.
<CAPTION>
ANNUAL PENSION BENEFIT BASED ON YEARS OF SERVICE
-------------------------------------------------
25
AVERAGE 10 15 20 YEARS
COMPENSATION(1)(2) YEARS YEARS YEARS OR MORE
------------------ ------- ------- ------- -------
<S> <C> <C> <C> <C>
$100,000.................................... $19,541 $29,312 $39,083 $48,853
120,000.................................... 23,741 35,612 47,483 59,353
140,000.................................... 27,941 41,912 55,883 69,853
150,000.................................... 30,041 45,062 60,083 75,103
<FN>
- ---------------
(1) Average compensation for purposes of this table is based on the three years
immediately preceding retirement.
(2) Under applicable federal laws, the maximum compensation that may be used for
plan years beginning in 1995 to calculate benefits under the Bank's
retirement plan is $150,000.
</TABLE>
Mr. Brandi, Mr. Carroll, Mr. Cormier, Mr. Washburn and Ms. West will have
an estimated 40, 29, 25, 35 and 35 credited years of service, respectively,
under the plan at age sixty-five.
EXECUTIVE SUPPLEMENTAL RETIREMENT AGREEMENT
The Corporation and the Bank have entered into an Executive Supplemental
Retirement Agreement with Mr. Brandi. The Executive Supplemental Retirement
Agreement provides in general for monthly payments upon retirement (assuming
continued employment with the Bank to age 65) and for monthly payments to a
beneficiary in lieu of retirement payments if Mr. Brandi dies prior to his
retirement. Mr. Brandi's agreement provides for 180 monthly payments of $2,500
upon his retirement and 120 monthly payments of $3,000 in the case of his death
prior to retirement. The agreement is substantially funded by an insurance
policy owned by the Bank on the life of Mr. Brandi.
15
<PAGE> 18
REPORT OF THE COMPENSATION AND OPTION COMMITTEE
The Compensation and Option Committee (the "Committee") of the Board of
Directors of the Corporation is comprised of the following non-employee
Directors: Samuel Altschuler, Mathias B. Bedell, Robert S. Cummings (Chairman)
and Louise A. Hickey. The Committee is responsible for making recommendations to
the Board of Directors of the Bank with respect to the policies that govern both
annual compensation and incentive stock ownership programs for the employees of
the Bank.
COMPENSATION PHILOSOPHY
The goals of the compensation program are to align compensation with
business objectives and performance, and to enable the Bank to attract, retain
and reward executive officers who contribute to the success of the Bank.
STRUCTURE OF COMPENSATION
Compensation paid to the Bank's Chief Executive Officer ("CEO") and other
executive officers consists primarily of the following elements: base salary,
annual performance incentives in the form of cash bonuses, and long term
performance incentives in the form of stock option awards, as discussed below.
BASE SALARY
Several factors determine base salary, including the Corporation's
performance, individual performance, compensation paid in prior years and
compensation of officers employed by similar institutions. The Committee reviews
competitive salary information from independent surveys. The Committee also
consults with the CEO with respect to the salaries for the other executives. The
Committee reviews recommendations of management for the annual salary, benefits
and incentives budget as part of the overall planning and budgeting process of
the Corporation, and submits its recommendations to the Board of Directors of
the Bank.
CHIEF EXECUTIVE OFFICER COMPENSATION
The compensation paid to Gerard H. Brandi, the CEO of the Bank and the
Corporation, consisted of his annual base salary, a cash bonus, awards of stock
options and deferred compensation contributions. For 1995, the Committee
considered the following factors (without any specific weighting of these
measures) in determining the compensation to be paid to Mr. Brandi: the
Corporation's size and performance, including its profitability, efficiency and
share price performance, Mr. Brandi's performance and the compensation of chief
executive officers at similar institutions. Based on these factors Mr. Brandi's
annual compensation, consisting of base salary and an annual performance
incentive in the form of a cash bonus, was increased approximately 6.7% during
1995, and he was awarded options to acquire 2,500 shares of Common Stock.
INCENTIVE PROGRAMS
Profit Sharing and Incentive Compensation Bonus Plan. All non-officer
employees of the Bank are eligible to receive annual profit-sharing
distributions based on the Corporation's net income. All officers and senior
executives (including the CEO) are eligible to receive incentive bonuses based
upon the following factors (without any specific weighting of these measures):
the Corporation's net income, return on assets, earnings per share and other
specific goals and objectives. Because substantially all of the target goals for
these factors were met for 1995, bonuses were awarded during 1995 with respect
to the CEO and the other executive officers.
Stock Option Awards. The Corporation's 1986 Stock Option Plan and 1994
Stock Incentive Plan are intended as performance incentives for participants who
contribute to the attainment of long-term strategic
16
<PAGE> 19
objectives of the Corporation. The Plans enable persons to whom options are
granted to acquire or increase a proprietary interest in the success of the
Corporation. The long-term strategic objectives of the Corporation are set forth
in a five year strategic plan which is revised annually. Because substantially
all of the Corporation's strategic objectives were attained, stock options were
awarded to the CEO, Directors and Bank officers.
Employee Stock Ownership Plan. All full-time employees of the Bank and the
Corporation who have at least one year of service are eligible to participate in
the Employee Stock Ownership Plan ("ESOP"). The ESOP provides these persons with
a long-term ownership interest in the Corporation that is designed to serve as
an incentive for individual performance.
The Committee's policy with respect to Section 162(m) of the Internal
Revenue Code is to make every reasonable effort to ensure that compensation is
deductible to the extent permitted and appropriate, while simultaneously
providing the Corporation's executives with appropriate rewards for their
performance.
This report has been furnished by Samuel Altschuler, Mathias B. Bedell,
Robert S. Cummings and Louise A. Hickey, the members of the Committee.
* * * * *
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION IN COMPENSATION
DECISIONS
The Bank has made a loan, under which the indebtedness exceeded $60,000
during 1995, to a corporation of which Mr. Altschuler, a member of the
Compensation and Option Committee, is an executive officer. This loan was made
in the ordinary course of business, on substantially the same terms as those
prevailing at the time for comparable transactions with other persons, and did
not involve more than the normal risk of collectibility or present other
unfavorable features.
DIRECTOR COMPENSATION
Members of the Executive Committee received $200 for each Board of
Directors meeting of the Corporation attended during 1995, and will receive $400
for each meeting during 1996.
Members of the Board of Directors of the Corporation (excluding Executive
Committee members and employees of the Corporation or the Bank) received $375
for each Board of Directors or committee meeting attended during 1995, and will
receive $400 for each meeting during 1996, and members of the Executive
Committee (excluding employees of the Bank) received during 1995, and will
receive during 1996, an annual payment of $6,000 plus $200 for each meeting
attended of the Board of Directors of the Bank and of any committee thereof.
Directors of the Corporation and the Bank are also reimbursed for expenses
incurred in connection with attendance. In addition, during 1995 the chairmen of
the various committees of the Board of Directors of the Corporation (other than
the Executive Committee) received, and will receive in 1996, an additional $50
for each committee meeting over which they preside and the Secretary of the
Corporation, who is also the Clerk of the Bank, received, and will receive in
1996, an additional annual payment of $1,000.
INDEBTEDNESS OF MANAGEMENT
The Bank has made loans to one Director, who is also an executive officer,
one executive officer and a company of which a Director of the Corporation is an
executive officer, under which the indebtedness of such persons exceeded $60,000
during 1995. Loans to such persons were made in the ordinary course of business,
were made on substantially the same terms as those prevailing at the time for
comparable transactions with
17
<PAGE> 20
other persons, and did not involve more than the normal risk of collectibility
or present other unfavorable features.
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
Mathias B. Bedell, a member of the Board of Directors of the Corporation,
inadvertently failed to file on a timely basis one report required by Section 16
of the Securities Exchange Act of 1934, as amended.
INDEPENDENT PUBLIC ACCOUNTANTS
A representative of KPMG Peat Marwick LLP, the independent public
accountants for the Corporation, expects to be present at the Annual Meeting and
will have an opportunity to make a statement, if he or she desires to do so. The
representative will be available to respond to appropriate questions.
STOCKHOLDER PROPOSALS
For a proposal of a stockholder to be included in the Board of Directors'
Proxy Statement for the Corporation's 1997 Annual Meeting, it must be received
at the principal executive offices of the Corporation on or before November 18,
1996. Such a proposal must also comply with the requirements as to form and
substance established by the Securities and Exchange Commission for such a
proposal to be included in the Proxy Statement.
In addition, the Corporation's By-laws also provide that any stockholder
wishing to have any director nominations or a stockholder proposal considered at
an annual meeting must provide written notice of such nominations or stockholder
proposal and certain other information as set forth in the By-laws of the
Corporation to the Secretary of the Corporation at its principal executive
offices (a) not less than 75 days nor more than 120 days prior to the
anniversary of the immediately preceding annual meeting of stockholders (the
"Anniversary Date") or (b) in the event that the annual meeting of stockholders
is scheduled to be held on a date more than seven days prior to the Anniversary
Date, not later than the close of business on (i) the 20th day (or if that day
is not a business day for the Corporation, on the next succeeding business day)
following the first date on which the date of such meeting was publicly
disclosed or (ii) if the first date of such public disclosure occurs more than
75 days prior to such scheduled date of such meeting, then the later of (1) the
20th day (or if that day is not a business day for the Corporation, on the next
succeeding business day) following the first date of such public disclosure or
(2) the 75th day prior to such scheduled date of such meeting (or if that day is
not a business day for the Corporation, on the next succeeding business day).
Any stockholder desiring to submit a nomination or proposal must comply with the
By-laws of the Corporation.
OTHER MATTERS
The Board of Directors is not aware of any other matters which may come
before the meeting. It is the intention of the persons named in the enclosed
Proxy to vote the Proxy in accordance with their best judgment if any other
matters shall properly come before the meeting.
WHETHER OR NOT YOU EXPECT TO BE PRESENT AT THE MEETING, PLEASE SIGN THE
ENCLOSED PROXY AND RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE. IF YOU WISH TO
VOTE YOUR STOCK IN PERSON AT THE MEETING, YOUR PROXY MAY BE REVOKED.
March 22, 1996
18
<PAGE> 21
MASSBANK CORP.
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
P
R
O
X
Y
The undersigned hereby appoints GERARD H. BRANDI and REGINALD E.
CORMIER, and each of them, Proxies with power of substitution to vote on behalf
of the undersigned at the Annual Meeting of Stockholders of MASSBANK Corp. to
be held at The Crowne Plaza, Two Forbes Road, Woburn, Massachusetts, on
Tuesday, April 16, 1996 at 10:00 o'clock in the forenoon, and at any
adjournment thereof, hereby granting full power and authority to act on behalf
of the undersigned at this meeting and any adjournment thereof. In their
discretion, the Proxies are authorized to vote upon such other business as may
properly come before the meeting or any adjournment thereof.
Your vote for the election of directors may be indicated on the
reverse. The nominees for Class I are Louise A. Hickey, Stephen E. Marshall,
Arthur W. McPherson and Dr. Donald B. Stackhouse.
The Board of Directors recommends a vote FOR all nominees listed in
Class I.
-----------
SEE REVERSE
CONTINUED AND TO BE SIGNED ON REVERSE SIDE SIDE
-----------
<PAGE> 22
PLEASE MARK
/ X / VOTES AS IN
THIS EXAMPLE.
When properly executed, this proxy will be voted in the manner directed
herein by the undersigned stockholder. If no direction is given, this proxy
will be voted FOR the nominees listed in this proxy, so that a stockholder
wishing to vote in accordance with the Board of Directors' recommendation need
only sign and date this proxy and return it in the enclosed envelope.
1. Election of Class I Directors (see reverse)
To vote your shares for all Director nominees, mark the "FOR" box. To withhold
voting for all nominees, mark the "WITHHOLD" box. If you do not wish your
shares voted "FOR" a particular nominee, mark the "FOR ALL EXCEPT" box and enter
the name(s) of the exception(s) in the space provided; your shares will be
voted for the remaining nominees.
FOR WITHHOLD
/ / / /
FOR ALL
EXCEPT
/ /
------------------------------------------------------------------------
If only one of the Proxies is present and acting at the meeting in person or by
substitute, then that one shall have and may exercise all of the power and
authority of said Proxies hereunder. The undersigned hereby revokes any proxy
previously given and acknowledges receipt of the Notice of Annual Meeting and
Proxy Statement and a copy of the Annual Report for the fiscal year ended
December 31, 1995.
MARK HERE
FOR ADDRESS / /
CHANGE AND
NOTE AT LEFT
Please sign exactly as your name appears hereon. If
signing as attorney or for an estate, trust or
corporation, title or capacity should be stated.
Signature: Date:
--------------------------- ---------
Signature: Date:
--------------------------- ---------
