LIBERTY ALL-STAR EQUITY FUND
Federal Reserve Plaza
Boston, Massachusetts 02210
(617) 722-6000
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
April 17, 1996
To the Shareholders of Liberty ALL-STAR Equity Fund:
NOTICE IS HEREBY GIVEN that the tenth Annual Meeting of Shareholders of
Liberty ALL-STAR Equity Fund ("ALL-STAR") will be held in the New England Room,
4th Floor, Federal Reserve Plaza, 600 Atlantic Avenue, Boston, Massachusetts, on
April 17, 1996 at 10:00 a.m., Boston time. The purpose of the Meeting is to
consider and act upon the following matters:
1. To elect two Trustees of ALL-STAR.
2. To ratify the selection by the Board of Trustees of KPMG Peat
Marwick LLP as ALL-STAR's independent auditors for the year ending December 31,
1996.
3. To transact such other business as may properly come before the
Meeting or any adjournments thereof.
The Board of Trustees has fixed the close of business on February 23,
1996 as the record date for the determination of the shareholders of ALL-STAR
entitled to notice of, and to vote at, the Meeting and any adjournments thereof.
YOUR BOARD OF TRUSTEES RECOMMENDS THAT YOU VOTE FOR ALL THE PROPOSALS.
By order of the Board of Trustees
John A. Benning, Secretary
YOUR VOTE IS IMPORTANT--PLEASE RETURN YOUR PROXY PROMPTLY.
YOU ARE CORDIALLY INVITED TO ATTEND THE MEETING. WE URGE YOU, WHETHER
OR NOT YOU EXPECT TO ATTEND THE MEETING IN PERSON, TO INDICATE YOUR VOTING
INSTRUCTIONS ON THE ENCLOSED PROXY, DATE AND SIGN IT, AND RETURN IT IN THE
ENVELOPE PROVIDED, WHICH NEEDS NO POSTAGE IF MAILED IN THE UNITED STATES. WE ASK
YOUR COOPERATION IN MAILING YOUR PROXY PROMPTLY.
February 28, 1996
LIBERTY ALL-STAR EQUITY FUND
PROXY STATEMENT
Annual Meeting of Shareholders
April 17, 1996
This Proxy Statement is furnished in connection with the solicitation
of proxies on behalf of the Board of Trustees of Liberty ALL-STAR Equity Fund
("ALL-STAR") to be used at the Annual Meeting of Shareholders of ALL-STAR to be
held on April 17, 1996 at 10:00 a.m. Boston time in the New England Room, 4th
Floor, Federal Reserve Plaza, 600 Atlantic Avenue, Boston, Massachusetts, and at
any adjournments thereof (such meeting and any adjournments being referred to as
the "Meeting").
The solicitation of proxies for use at the Meeting is being made
primarily by the mailing on or about February 29, 1996 of this Proxy Statement
and the accompanying proxy. Supplementary solicitations may be made by mail,
telephone, telegraph or personal interview by officers and Trustees of ALL-STAR
and officers and employees of Liberty Asset Management Company and its
affiliates. In addition, ALL-STAR has retained Corporate Investor
Communications, Inc. as agent to coordinate the distribution of proxy material
to and the return of proxies from banks, brokers, nominees and other custodians
at a fee of $6,500. The expenses in connection with preparing this Proxy
Statement and of the solicitation of proxies for the Meeting will be paid by
ALL-STAR. ALL-STAR will reimburse brokerage firms and others for their expenses
in forwarding solicitation material to the beneficial owners of shares. This
Proxy Statement is accompanied by ALL-STAR's 1995 Annual Report to Shareholders.
The Meeting is being held to vote on the matters described below.
PROPOSAL 1. ELECTION OF TRUSTEES
ALL-STAR's Board of Trustees is divided into three classes, each of
which serves for three years. The term of office of one of the classes expires
at the final adjournment of the Annual Meeting of Shareholders (or special
meeting in lieu thereof) each year. Unless authority is withheld, the enclosed
proxy will be voted for the election of James E. Grinnell and Harold W. Cogger
as Trustees to hold office until the final adjournment of the 1999 Annual
Meeting of Shareholders (or special meeting in lieu thereof) or until their
respective successors are elected. Mr. Grinnell has served as a Trustee since
the commencement of ALL-STAR's operations in 1986 and Mr. Cogger has been
nominated for election for the first time. They have consented to serve as
Trustees following the Meeting if elected, and are expected to be able to do so.
If either of such nominees is unable or unwilling to do so at the time of the
Meeting, proxies will be voted for such substitute as the Trustees may recommend
(unless authority to vote for the election of Trustees has been withheld).
Information about the nominees for election as Trustees follows:
Name/Age Principal Occupation All-Star
and Address During Past Five Years Shares Owned(1)
James E. Grinnell (Age 66)(2) Private investor (since November,
22 Harbor Avenue 1988); Senior Vice
Marblehead, MA 01845 President-Operations, The Rockport
Company, importer and
distributor of shoes (May, 1986
to November, 1988). 8,375
Harold W. Cogger * (Age 59) President (since July, 1993), Chief
One Financial Center Executive Officer (since March,
Boston, MA 02111 1995) and Director (since March,
1984), Executive Vice President
(October, 1989 to July, 1993),
Colonial Management Associates,
Inc.; Executive Vice President,
Liberty Financial Companies,
Inc. (since March, 1995);
President (since October,
1994), Chief Executive Officer
(since March, 1995) and
Director (since October, 1981),
The Colonial Group, Inc. -0-
The following Trustees continue to serve in such capacity until their
terms of office expire and their successors are elected:
Name/Age and Address Principal Occupation All-Star Shares
During Past Five Years Owned(1)
Robert J. Birnbaum (Age 68)(2) Retired (since January, 1994);
313 Bedford Road Special Counsel, Dechert, Price &
Ridgewood, NJ 07405 Rhoads (September, 1988 to December,
1993); President and Chief Operating
Officer, New York Stock Exchange,
Inc.(May, 1985 to June, 1988) 3,000
Name/Age and Address Principal Occupation All-Star Shares
During Past Five Years Owned(1)
Richard W. Lowry (Age 59)(2) Private investor (since August,
10701 Charleston Drive 1987); Chairman and Chief Executive
Vero Beach, FL 32963 Officer, U.S. Plywood Corporation,
manufacturer and distributor of wood
products (August, 1985 to August,
1987). 84,694
- -----------------------
(1) Shows all shares owned beneficially, directly or indirectly, on the record
date for the Meeting. Such ownership includes voting and investment control.
ALL-STAR's Trustees and officers as a group then so owned less than 1% of the
shares of ALL-STAR outstanding.
(2) Member of the Audit Committee.
* "Interested person" of ALL-STAR, as defined in the Investment Company Act of
1940, by reason of his positions with Liberty Financial Companies, Inc. and
its affiliates.
As of February 23, 1996, John A. Benning, Secretary of ALL-STAR, and
other officers of Liberty Financial Companies, Inc. held 331,824 shares of
ALL-STAR, representing 0.42% of the outstanding shares, as co-trustees of the
Liberty Financial Companies, Inc. Savings and Investment Plan as to which they
share voting power.
The term of office of Messrs. Birnbaum and Lowry will expire on final
adjournment of the Annual Meetings (or special meetings in lieu thereof) in 1997
and 1998, respectively. Mr. Birnbaum has served as a Trustee since December,
1994, and Mr. Lowry has served since the commencement of ALL-STAR's operations
in 1986. Messrs. Birnbaum, Grinnell and Lowry are also trustees of Colonial
Trusts I through VII (the "Colonial Trusts"), the umbrella trusts for an
aggregate of 33 open-end funds (the "Colonial Funds") managed by Colonial
Management Associates, Inc. ("Colonial"), an affiliate of Liberty Asset
Management Company, five closed-end funds managed by Colonial (the "Colonial
Closed-End Funds"), and LFC Utilities Trust, an open-end investment company
managed by Stein Roe & Farnham Incorporated, another affiliate of Liberty Asset
Management Company. Messrs. Birnbaum, Grinnell and Lowry are also directors, and
Mr. Cogger is a nominee for director, of the Liberty All-Star Growth Fund, Inc.
(formerly The Charles Allmon Trust, Inc.), another closed-end multi-managed fund
managed by Liberty Asset Management Company.
During 1995 the full Board of Trustees of ALL-STAR held five meetings,
and the Audit Committee, which is comprised of all the Trustees who are not
"interested persons" of ALL-STAR, met once. All Trustees were present at all
meetings.
The Audit Committee makes recommendations to the full Board as to
the firm of independent accountants to be selected, reviews the methods,
scope and results of audits and fees charged by such accountants, and reviews
ALL-STAR's internal accounting procedures and controls. ALL-STAR has no
nominating or compensation committee.
COMPENSATION
Liberty Asset Management Company or its affiliates pay the compensation
of all the officers of ALL-STAR. ALL-STAR pays the independent Trustees an
annual retainer of $5,000 per annum, plus $1,800 per meeting attended, with a
minimum of $14,000 per annum, plus out-of-pocket expenses relating to attendance
at meetings. The total fees accrued to the independent Trustees during the year
ended December 31, 1994 by ALL-STAR were $42,000 and out-of-pocket expenses
relating to their attendance at meetings were $6,678.
The following table shows, for the year ended December 31, 1995, the
compensation received from ALL-STAR for service as a Trustee by each person who
served as a Trustee during such year, and the aggregate compensation paid to
each such Trustee for service on the Board of Trustees of ALL-STAR and the Board
of Trustees or Directors of the Colonial Trusts, the Colonial Closed-End Funds,
LFC Utilities Trust and the Liberty All-Star Growth Fund, Inc. (of which Messrs.
Birnbaum, Grinnell and Lowry are also trustees or directors), and Liberty
Newport World Portfolio ("Liberty World") (of which Mr. Lowry was a director).
ALL-STAR has no bonus, profit sharing or retirement plans.
Total Compensation from ALL-STAR,
the Colonial Trusts, the Colonial
Closed-End Funds, LFC Utilities
Aggregate Compensation Trust, Liberty All-Star Growth
Name from ALL-STAR Fund, Inc. and Liberty World*
- ---- ----------------------- --------------------------------
Richard I. Roberts -0- -0-
Robert J. Birnbaum $14,000 $90,825
James E. Grinnell $14,000 $97,050
Richard W. Lowry $14,000 $100,400
- -----------------
* On March 27, 1995, four of the funds of Liberty Financial Trust, of which
Messrs. Birnbaum, Grinnell and Lowry were then trustees, were merged into
existing Colonial Funds, and a fifth Liberty Financial Fund was reorganized as a
new Colonial Fund. On April 21, 1995 Messrs. Birnbaum, Grinnell and Lowry were
elected as trustees of the Colonial Trusts and the Colonial Closed-End Funds.
They remain as trustees of Liberty Financial Trust (now Colonial Trust
VII), which is the umbrella trust for the Colonial Newport Tiger Fund, and
of the LFC Utilities Trust. Mr. Lowry served as a director of Liberty World
until February 26, 1995.
Officers
- --------
The following are the executive officers of ALL-STAR.
Principal Occupation
Name/Age and Address Position with Fund During Past Five Years
- -------------------- ------------------ ----------------------
Richard I. Roberts (Age 67) Chairman Chairman of ALL-STAR;
80 Front Street Director (August, 1985 to
Exeter, NH 03833 December, 1994), President
(August, 1985 to December,
1993), and Vice Chairman
(January, 1994 to December,
1994), Liberty Asset
Management Company.
Richard R. Christensen (Age 62) President President of Liberty Asset
Liberty Asset Management Company (since
Management Company January, 1995); President of
600 Atlantic Avenue Liberty Investment Services,
Boston, MA 02210 Inc. (April, 1987 to March
27, 1995).
William R. Parmentier (Age 43) Vice President Senior Vice President and
Liberty Asset Management Company Chief Investment Officer of
600 Atlantic Avenue Liberty Asset Management
Boston, MA 02210 Company (since May, 1995);
President, Liberty All-Star
Growth Fund, Inc.(since
November, 1995);Consultant
(October, 1994 to May,
1995); President, GQ Asset
Management, Inc. (July, 1993
to October, 1994); Assistant
Treasurer, Grumman
Corporation (December, 1974
to July, 1993).
Peter L. Lydecker (Age 42) Treasurer and Vice President of Colonial
Colonial Management Controller Management Associates, Inc.
Associates, Inc. (formerly Assistant Vice
One Financial Center President); Controller of
Boston, MA 02111 the Colonial Funds and the
Colonial Closed-End Funds
(formerly Assistant
Controller)
John A. Benning (Age 60) Secretary Senior Vice President,
600 Atlantic Avenue General Counsel and
Boston, MA 02210 Secretary, Liberty
Financial Companies, Inc.
and predecessor (since July,
1985); Vice President,
Secretary and
Director, Liberty Asset
Management Company (August,
1985 to present).
Mr. Christensen was appointed President of ALL-STAR effective November
30, 1994; Mr. Lydecker was appointed Treasurer and Controller effective March
17, 1995; and Mr. Parmentier was appointed Vice President effective October 19,
1995. Mr. Benning has served as Secretary since ALL-STAR's inception in August,
1986. Mr. Christensen also serves as President and a trustee of the Stein Roe
Variable Investment Trust and the Keyport Variable Investment Trust, other
investment companies managed by affiliates of Liberty Asset Management Company;
Mr. Lydecker serves as Controller of Keyport Variable Investment Trust; and
Messrs. Christensen, Lydecker and Parmentier serve as officers of the Liberty
All-Star Growth Fund, Inc. Each officer of ALL-STAR serves at the pleasure of
the Board of Trustees.
PROPOSAL 2. RATIFICATION OF SELECTION OF INDEPENDENT AUDITORS
By vote of the Board of Trustees, including the vote of the
non-interested Trustees, the firm of KPMG Peat Marwick LLP has been selected as
independent auditors for ALL-STAR for the year ending December 31, 1996. Such
selection is being submitted to the shareholders for ratification. The
employment of KPMG Peat Marwick LLP is conditioned on the right of ALL-STAR by
majority vote of its shareholders to terminate such employment. Such firm has
acted as independent auditors for ALL-STAR since its commencement of operations
in 1986.
The services provided by ALL-STAR's independent auditors include
examination of its annual financial statements, assistance and consultation in
connection with Securities and Exchange Commission filings, and review of
ALL-STAR's annual federal income tax returns. Representatives of KPMG Peat
Marwick LLP are expected to be present at the Meeting and will be given the
opportunity to make a statement if they should so desire.
OTHER BUSINESS
The Board of Trustees knows of no other business to be brought before the
Meeting. However, if any other matters properly come before the Meeting, it is
the intention of the Board that proxies that do not contain specific
instructions to the contrary will be voted on such matters in accordance with
the judgment of the persons designated therein as proxies.
MANAGEMENT
ALL-STAR's Fund Manager is Liberty Asset Management Company ("Liberty
Asset Management"), 600 Atlantic Avenue, Boston, Massachusetts 02210. Liberty
Asset Management is an indirect majority-owned subsidiary of Liberty Mutual
Insurance Company, Boston, Massachusetts. Liberty Asset Management implements
and operates ALL-STAR's multi-manager methodology described below and has
overall supervisory responsibility for the general management and investment of
ALL-STAR's securities portfolio, subject to ALL-STAR's investment objective and
policies and any directions of the Trustees.
Liberty Asset Management is also responsible for the provision of
administrative services to ALL-STAR under the Fund Management Agreement,
including the provision of office space, shareholder and broker-dealer
communications, compensation of all officers and employees of ALL-STAR who are
officers or employees of Liberty Asset Management or its affiliates, and
supervision of transfer agency, dividend disbursing, custodial and other
services provided by others. Certain of Liberty Asset Management's
administrative responsibilities to ALL-STAR have been delegated to its
affiliate, Colonial Management Associates, Inc.
The Multi-Manager Methodology
ALL-STAR allocates its portfolio assets on an approximately equal basis
among a number of independent investment management firms ("Portfolio
Managers"),- currently five in number,- each of which employs a different
investment style, and periodically rebalances the portfolio among the Portfolio
Managers so as to maintain an approximately equal allocation of the portfolio
among them throughout all market cycles. Liberty Asset Management analyzes and
evaluates information regarding investment management firms and recommends for
appointment or replacement from time to time as ALL-STAR Portfolio Managers
investment management firms representing a blending of different investment
styles which, in Liberty Asset Management's opinion, is appropriate to
ALL-STAR's investment objective. Liberty Asset Management allocates and
reallocates ALL-STAR's portfolio assets among the Portfolio Managers, monitors
and coordinates their investment activities for compliance with the investment
policies and restrictions applicable to ALL-STAR, and pays the Portfolio
Managers' fees.
Under the terms of an exemptive order issued to ALL-STAR and Liberty
Asset Management by the Securities and Exchange Commission, a portfolio
management agreement with a new or additional Portfolio Manager recommended by
Liberty Asset Management, as well as a new portfolio management agreement with
an existing Portfolio Manager or its successor following a sale or other change
of control of the Portfolio Manager, may be entered into an advance of
shareholder approval, provided that the new agreement is at a fee no higher than
that provided in, and is on other terms and conditions substantially similar to,
ALL-STAR's agreements with its other Portfolio Managers, and that its
continuance is subject to approval by shareholders at ALL-STAR's regularly
scheduled annual shareholder meeting next following the date of the new or
additional portfolio management agreement.
The names and addresses of ALL-STAR's current Portfolio Managers are as
follows:
Columbus Circle Investors Palley-Needelman Asset Management, Inc.
One Station Place 800 Newport Center Drive, Suite 450
Stamford, CT 06902 Newport Beach, CA 92660
Cooke & Bieler, Inc. Provident Investment Counsel, Inc.
1700 Market Street, Suite 3222 300 North Lake Avenue
Philadelphia, PA 19103 Pasadena, CA 91101
Oppenheimer Capital
Oppenheimer Tower
World Financial Center
New York, NY 10281
INFORMATION ABOUT THE MEETING
All proxies solicited by the Board of Trustees which are properly
executed and returned in time to be voted at the Meeting will be voted at the
Meeting in accordance with the instructions thereon. If no specification is made
on a proxy, it will be voted FOR the election of the nominees listed under
Proposal 1 as Trustees and FOR the ratification of the Board's selection of
ALL-STAR's independent auditors for 1996. Any proxy may be revoked at any time
prior to its use by written notification received by ALL-STAR's Secretary, by
the execution of a later-dated proxy, or by attending the Meeting and voting in
person.
The election of Trustees is by plurality vote, and ratification of the
selection of ALL-STAR's independent auditors requires the affirmative vote of a
majority of the shares voting thereon, provided more than 50% of the outstanding
shares are present or represented at the Meeting. Only shareholders of record
may vote.
Broker-dealer firms holding ALL-STAR shares in "street name" for the
benefit of their customers and clients will request the instructions of such
customers and clients on how to vote their shares on each proposal before the
Meeting. ALL-STAR understands that, under the rules of the New York Stock
Exchange, if no instructions have been received prior to the date specified in
such broker-dealer firm's request for voting instructions, the broker-dealer
firms may grant authority to the proxies designated by ALL-STAR to vote for the
election of Trustees and for the ratification of the selection of ALL-STAR's
independent auditors.
The shares as to which ALL-STAR is granted authority by broker-dealer
firms to vote on the election of Trustees, as well as shares as to which
properly executed proxies are returned by the record shareholders, will be
counted as represented at the Meeting. Because of the effect of the New York
Stock Exchange rules referred to above, the failure of any ALL-STAR shareholder
whose shares are held in "street name" by a broker-dealer firm to timely furnish
his or her instructions on how to vote such shares on the election of Trustees
and the ratification of the selection of independent auditors will have the same
effect as a vote for such proposals. The withholding of a vote on the election
of Trustees or an abstention on the ratification of the selection of auditors
will have no effect.
All shareholders of record on February 23, 1996 are entitled to one
vote for each share held. As of that date 78,975,539 shares of beneficial
interest of ALL-STAR were issued and outstanding. Based on filings made by such
holders pursuant to Sections 13(d) and 16(a) of the Securities Exchange Act of
1934 (the "Exchange Act"), the following entities owned beneficially more than
five percent of the outstanding shares of All-Star:
Percent of
Name and Address No. of Shares Owned Outstanding Shares
- ---------------- ------------------- ------------------
Liberty Mutual Insurance
Company and Liberty Mutual
Fire Insurance Company
175 Berkeley Street
Boston, MA 02117 8,615,749 shares 10.9%
Liberty Mutual Insurance Company ("Liberty Mutual") and Liberty Mutual
Fire Insurance Company ("Liberty Fire") have sole voting and investment power
with respect to 7,754,177 and 861,572 shares, respectively. Liberty Mutual and
Liberty Fire are mutual insurance companies having identical Boards of Directors
and certain common executive officers. Liberty Mutual, indirectly through a
majority-owned subsidiary, owns all of the stock of Liberty Asset Management. To
the knowledge of ALL-STAR, on the record date for the Meeting no other
shareholder owned beneficially, as defined by Rule 13d-3 under the Securities
Exchange Act of 1934, more than 5% of the outstanding shares of ALL-STAR on that
date.
In the event a quorum is present but votes sufficient for approval of
any proposals recommended by the Trustees have not been received, those proxies
that have been received may be voted on adjournment of the Meeting in a manner
considered to be consistent with the intention of the shareholders submitting
such proxies.
Compliance with Section 16(a) of the Securities Exchange Act of 1934
Section 16(a) of the Exchange Act requires ALL-STAR's Trustees and
officers and persons who own more than ten percent of ALL-STAR's outstanding
shares (collectively, "Section 16 reporting persons"), to file with the
Securities and Exchange Commission ("SEC") initial reports of ownership and
reports of changes in ownership of ALL-STAR shares. Section 16 reporting persons
are required by SEC regulations to furnish ALL-STAR with copies of all Section
16(a) forms they file.
To ALL-STAR's knowledge, based solely on a review of the copies of such
reports furnished to ALL-STAR and on representations that no other reports were
required, during the year ended December 31, 1995, the Section 16 reporting
persons complied with all Section 16(a) filing requirements applicable to them,
except that Messrs. Christensen's and Grinnell's statements of changes in
beneficial ownership on Form 4 for the month of June, 1995 with respect to four
transactions in ALL-STAR shares by Mr. Christensen and members of his family and
one transaction by Mr. Grinnell, and Mr. Lydecker's initial statement of
beneficial ownership of securities on Form 3, were filed late.
SUBMISSION OF CERTAIN SHAREHOLDER PROPOSALS
Under the proxy rules of the Securities and Exchange Commission, shareholder
proposals meeting tests contained in those rules may, under certain conditions,
be included in ALL-STAR's proxy material for a particular annual shareholders
meeting. Under the foregoing proxy rules, proposals submitted for inclusion in
the proxy material for the 1997 Annual Meeting must be received by ALL-STAR on
or before October 31, 1996. The fact that ALL-STAR receives a shareholder
proposal in a timely manner does not ensure its inclusion in its proxy material,
since there are other requirements in the proxy rules relating to such
inclusion.
February 28, 1996
PROXY PROXY
LIBERTY ALL-STAR EQUITY FUND
PROXY SOLICITED BY THE BOARD OF TRUSTEES OF LIBERTY ALL-STAR EQUITY FUND
FOR 1996 ANNUAL MEETING
The undersigned, revoking previous proxies, hereby appoints Richard R.
Christensen, John A. Benning and John L. Davenport, or any one or more
of them, attorneys, with power of substitution, to vote all shares of
Liberty ALL-STAR Equity Fund (the "Fund") which the undersigned is
entitled to vote at the 1996 Annual Meeting of the Fund to be held in
the New England Room, 4th Floor, Federal Reserve Plaza, 600 Atlantic
Avenue, Boston, Massachusetts on April 17, 1996 at 10:00 A.M. and at any
adjournments thereof. All powers may be exercised by a majority of said
proxy holders or substitutes voting or acting or, if only one votes or
acts, then by that one. This undersigned directs said proxy holders to
vote as specified upon the proposals shown on the reverse side, each of
which is described in the proxy statement for the Meeting, receipt of
which is acknowledged.
Said proxies will vote this proxy as directed, or if no direction is
indicated, FOR proposals 1 and 2 unless authority to do so is
specifically withheld in the manner provided, and will use their
discretion with respect to any matters referred to in Item 3.
PLEASE VOTE, DATE, AND SIGN ON OTHER SIDE AND RETURN PROMPTLY IN
ENCLOSED ENVELOPE.
Please sign this proxy exactly as your name appears on the reverse side
of this card. Joint owners should each sign personally. Trustees and
other fiduciaries should indicate the capacity in which they sign, and
where more than one name appears, a majority must sign. If a
corporation, this signature should be that of an authorized officer who
should state his or her title.
X PLEASE MARK VOTES AS IN THIS EXAMPLE
- ---
1. Election of Trustees. ____FOR ____ WITHHOLD ___FOR ALL EXCEPT
Nominee - Harold W. Cogger (1999 Class)
Nominee - James E. Grinnell (1999 Class)
If you do not wish to vote your shares for any individual nominee, mark the
"FOR ALL EXCEPT" box and strike a line through the nominee's name in the list
above.
2. Ratification of selection of independent public auditors.
____FOR ____AGAINST ____ABSTAIN
3. In their discretion, upon such other business as may properly come before
the Meeting.
Please be sure to sign and date this Proxy. Date:
Shareholder sign here Co-owner sign here
