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:
<TABLE>
<CAPTION>
<S> <C>
[ ] 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
</TABLE>
CENTRAL VIRGINIA BANKSHARES, 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):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
....................................................................
(2) Aggregate number of securities to which transaction applies:
....................................................................
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
....................................................................
(4) Proposed maximum aggregate value of transaction:
....................................................................
(5) Total fee paid:
....................................................................
[ ] Fee paid previously with preliminary materials.
....................................................................
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the form or schedule and the date of its filing.
(1) Amount previously paid:
....................................................................
(2) Form, Schedule or Registration Statement no.:
....................................................................
(3) Filing Party:
....................................................................
(4) Date Filed:
....................................................................
<PAGE>
CENTRAL VIRGINIA BANKSHARES, INC.
Dear Shareholders:
You are cordially invited to attend the Annual Meeting of Shareholders
of Central Virginia Bankshares, Inc. ("CVB"), which will be held on Tuesday,
April 27, 1999, at 10:00 a.m., at the Powhatan Village Building (old Powhatan
High School), 3910 Old Buckingham Road, Powhatan, Virginia, for the following
purposes:
(1) to elect three directors for a term of three years;
(2) to approve the appointment of Mitchell, Wiggins & Company,
LLP, as auditors for the year ended December 31, 1999; and
(3) to transact such other business as may properly come before
the meeting.
Whether or not you plan to attend in person, it is important that your
shares be represented at the Meeting. Please complete, sign, date and return
promptly the attached proxy card in the enclosed postage paid return envelope.
If you later decide to attend the Meeting and vote in person, or if you wish to
revoke your proxy for any reason prior to the vote at the Meeting, you may do so
and your proxy will have no further effect.
The Board of Directors and management of CVB appreciate your continued
support and look forward to seeing you at the Annual Meeting.
Sincerely yours,
RALPH LARRY LYONS
President and
Chief Executive Officer
Powhatan, Virginia
March 26, 1999
<PAGE>
CENTRAL VIRGINIA BANKSHARES, INC.
2036 New Dorset Road
P.O. Box 39
Powhatan, Virginia 23139-0039
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Be Held on April 27, 1999
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of
Central Virginia Bankshares, Inc. ("CVB") will be held at the Powhatan Village
Building (old Powhatan High School), 3910 Old Buckingham Road, Powhatan,
Virginia, on April 27, 1999, at 10:00 a.m. for the following purposes:
(1) to elect three directors for a term of three years and until
their respective successors are elected and qualified;
(2) to approve the appointment of Mitchell, Wiggins & Company,
LLP, as auditors for the year ended December 31, 1999; and
(3) to transact such other business as may properly come before
the meeting. Management is not aware of any other business,
other than procedural matters incident to the conduct of the
Annual Meeting.
The Board of Directors has fixed the close of business on March 5, 1999
as the record date for the determination of shareholders entitled to notice of,
and to vote at, the Annual Meeting.
BY ORDER OF THE BOARD OF DIRECTORS
Garland L. Blanton, Jr.
Secretary
Powhatan, Virginia
March 26, 1999
________________________________________________________________________________
YOU ARE CORDIALLY INVITED TO ATTEND THIS MEETING. IT IS IMPORTANT THAT YOUR
SHARES BE REPRESENTED REGARDLESS OF THE NUMBER YOU OWN. EVEN IF YOU PLAN TO BE
PRESENT, YOU ARE URGED TO COMPLETE, SIGN, DATE AND RETURN THE ENCLOSED PROXY
PROMPTLY IN THE ENVELOPE PROVIDED. IF YOU ATTEND THIS MEETING, YOU MAY VOTE
EITHER IN PERSON OR BY YOUR PROXY. ANY PROXY GIVEN MAY BE REVOKED BY YOU IN
WRITING OR IN PERSON AT ANY TIME PRIOR TO THE EXERCISE THEREOF.
________________________________________________________________________________
<PAGE>
CENTRAL VIRGINIA BANKSHARES, INC.
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
April 27, 1999
GENERAL INFORMATION
This Proxy Statement is furnished to holders of common stock, $1.25 par
value per share ("Common Stock"), of Central Virginia Bankshares, Inc. ("CVB")
in connection with the solicitation of proxies by the Board of Directors (the
"Board") of CVB to be used at the Annual Meeting of Shareholders to be held on
April 27, 1999, at 10:00 a.m. at the Powhatan Village Building (old Powhatan
High School), 3910 Old Buckingham Road, Powhatan, Virginia, and any adjournment
thereof (the "Annual Meeting").
The approximate date on which this Proxy Statement, the accompanying
proxy card and Annual Report to Shareholders (which is not part of CVB's
soliciting materials) are being mailed to CVB's shareholders is March 26, 1999.
In addition to solicitation by mail, officers and regular employees of CVB may
solicit proxies in person or by telephone. The cost of soliciting proxies will
be borne by CVB.
The proxy solicited hereby, if properly signed and returned to CVB and
not revoked prior to its use, will be voted in accordance with the instructions
contained thereon. If no contrary instructions are given, each proxy received
will be voted "for" the slate of director nominees set forth on the proxy and
described herein. Any shareholder giving a proxy has the power to revoke it at
any time before it is exercised by (i) filing written notice thereof with the
Secretary of CVB (Garland L. Blanton, Jr., Secretary, Central Virginia
Bankshares, Inc., 2036 New Dorset Road, P.O. Box 39, Powhatan, Virginia
23139-0039); (ii) submitting a duly executed proxy bearing a later date; or
(iii) appearing at the Annual Meeting or at any adjournment thereof and giving
the Secretary notice of his or her intention to vote in person. Proxies
solicited hereby may be exercised only at the Annual Meeting and any adjournment
thereof and will not be used for any other meeting.
Only shareholders of record at the close of business on March 5, 1999
(the "Record Date") will be entitled to vote at the Annual Meeting. On the
Record Date, there were 1,914,147 shares of Common Stock issued and outstanding
and approximately 1,613 record holders. Each share of Common Stock is entitled
to one vote at the Annual Meeting. CVB had no other class of equity securities
outstanding at the Record Date.
<PAGE>
ELECTION OF DIRECTORS; SECURITY OWNERSHIP OF
MANAGEMENT AND CERTAIN BENEFICIAL OWNERS
Election of Directors; The Nominees
The Articles of Incorporation and Bylaws of CVB provide that the Board
shall fix the number of directors of CVB and that such directors shall be
divided into three classes as nearly equal in number as possible. Currently, the
number of directors is fixed at eight. The members of each class are to be
elected for a term of three years and until their successors are elected and
qualified. One class of directors is to be elected annually. The following table
sets forth the names of the current directors, the class to which they belong,
and the years in which their terms of office will expire:
Class B Class A Class C
1999(1) 2000 2001
------- ---- ----
Ralph Larry Lyons Elwood C. May Charles W. Binford
Garland L. Blanton, Jr. Charles B. Goodman John B. Larus
Fleming V. Austin James T. Napier
____________________
(1) These three directors are the nominees for election at the Annual
Meeting for a three-year term expiring in 2002 and until their successors are
elected and qualified.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE NOMINEES BE ELECTED AS DIRECTORS.
The Board of Directors
Unless authority is withheld in the proxy, each proxy executed and
returned by a shareholder will be voted for the election of the three nominees
listed above. Proxies distributed in conjunction herewith may not be voted for
persons other than the nominees named thereon. If any person named as nominee
should be unable or unwilling to stand for election at the time of the Annual
Meeting, the proxy holders will nominate and vote for a replacement nominee or
nominees recommended by the Board. At this time, the Board knows no reason why
any of the nominees listed above would not be able to serve as a director if
elected. The proxy also confers discretionary authority upon the persons named
therein, or their substitutes, with respect to any other matter that may
properly come before the meeting.
In the election of directors, those nominees receiving the greatest
number of votes will be elected even if they do not receive a majority.
Abstentions and broker non-votes will not be considered a vote for, or a vote
against, a director.
2
<PAGE>
There is set forth hereafter as to each of the nominees, and the
remaining directors who will continue to serve, certain information including
age, principal occupation and, as of February 28, 1999, information respecting
beneficial ownership of Common Stock. The date shown for first election as a
director in the information below represents the year in which the nominee or
continuing director was first elected to the Board of CVB or previously to the
Board of Central Virginia Bank (the "Bank"). Unless otherwise indicated, the
business experience and principal occupations shown for each nominee or
continuing director has extended five or more years.
Ralph Larry Lyons, 50, has been a director since 1983.
Mr. Lyons is President and Chief Executive Officer of CVB and the Bank.
Garland L. Blanton, Jr., 68, has been a director since 1985.
Mr. Blanton is the retired President/Manager of Blanton & Pleasants
Hardware, Inc., a hardware retailer located in Cartersville, Virginia.
He also serves as Secretary of CVB.
Fleming V. Austin, 67, has been a director since 1993.
Mr. Austin is a retired executive vice president of CVB and the Bank.
Elwood C. May, 58, has been a director since 1973.
Mr. May is the owner/operator of Flatrock Hardware, Inc., a hardware
retailer located in Powhatan, Virginia.
Charles B. Goodman, 72, has been a director since 1978.
Mr. Goodman is President of Goodman Truck & Tractor Co., Inc., a truck,
tractor, and equipment dealer located in Amelia County, Virginia.
Charles W. Binford, 79, has been a director since 1973.
Mr. Binford is a retired partner in A.G. Smith & Co., a general
merchandise store located in Maidens, Virginia, and the retired
postmaster of Maidens, Virginia.
John B. Larus, 70, has been a director since 1973.
Mr. Larus serves as Chairman of the Boards of Directors of CVB and the
Bank. He is a managing partner in Stony Point Estates.
John T. Napier, 46, has been a director since 1997.
Mr. Napier is President of Napier Old Colony Realtors which has its
main office in Chesterfield County and has branch offices serving
Powhatan, Hanover and Henrico Counties and the City of Richmond. Mr.
Napier has been President of the firm since 1991 and has been involved
in the real estate business since 1976.
Other than Mr. Blanton and Mr. Goodman, who are brothers-in-law, there
are no family relationships among the officers and directors of CVB.
3
<PAGE>
Security Ownership of Management
The following table sets forth information as of February 28, 1999,
regarding the beneficial ownership of Common Stock by all directors and
nominees, by its President and Chief Executive Officer, and by all directors and
executive officers as a group. For the purposes of this table, beneficial
ownership has been determined in accordance with the provisions of Rule 13d-3
under the Securities and Exchange Act of 1934, as amended (the "Exchange Act"),
under which, in general, a person is deemed to be a beneficial owner of a
security if he has or shares the power to vote or direct the voting of the
security or the power to dispose or direct the disposition of the security, or
if he has the right to acquire beneficial ownership of the security within 60
days.
Common Stock
Name Beneficially Owned Percent of Class
---- ------------------ ----------------
Directors
- ---------
Fleming V. Austin(1) 5,000 .26%
Charles W. Binford(2) 21,201 1.11%
Garland L. Blanton, Jr.(3) 5,718 .30%
Charles B. Goodman(4) 11,518 .60%
John B. Larus(5) 32,174 1.69%
Ralph Larry Lyons(6) 25,769 1.35%
Elwood C. May(7) 7,706 .40%
James T. Napier 685 .04%
All present executive officers and
directors as a group (12 persons) 115,208 6.02%
- --------------------
(1) Includes 2,250 shares owned by Mr. Austin and his wife as joint tenants
and 1,502 shares owned by his wife.
(2) Includes 2,084 shares owned by Mr. Binford and his wife as joint tenants
and 1,122 shares owned by his wife.
(3) Includes 3,700 shares owned by Mr. Blanton and his wife as joint tenants
and 818 shares owned by his wife.
(4) Includes 3,378 shares owned by Mr. Goodman and his wife as joint tenants
and 5,844 shares owned by his wife.
(5) Includes 12,000 shares owned by Mr. Larus' wife.
(6) Includes 4,011 shares owned by Mr. Lyons and his wife as joint tenants,
1,700 shares owned by Mr. Lyons' minor son, and 3,700 shares owned by his
wife.
(7) Includes 4,632 shares owned by Mr. May and his wife as joint tenants.
4
<PAGE>
Security Ownership of Certain Beneficial Owners
Management does not believe that any shareholder beneficially owns more
than 5% of the outstanding shares of Common Stock as of February 28, 1999.
The Board of Directors and Its Committees
Meetings of the Board of Directors are held regularly each month, and
there is also an organizational meeting following the Annual Meeting of
Shareholders. The Board held 13 meetings in the year ended December 31, 1998.
For such year, none of CVB's eight directors attended fewer than 75% of the
aggregate number of Board meetings and meetings of committees of which the
respective directors are members.
The Board of Directors has an Audit Committee and a Compensation
Committee.
The Audit Committee consists of Messrs. Blanton, Goodman and Napier.
The Audit Committee is responsible for the selection and recommendation of the
independent accounting firm for the annual audit and for the establishment, and
the assurance of the adherence to, a system of internal controls. It reviews and
accepts the reports of CVB's independent auditors and federal examiners. The
Audit Committee met two times during the year ended December 31, 1998.
The Compensation Committee consists of Messrs. Austin, Binford and
Larus. The Compensation Committee is responsible for reviewing and approving
salary grade levels for the Bank as well as recommended salary increases. The
Compensation Committee met once during the year ended December 31, 1998.
The full Board of Directors acts as a nominating committee.
Under CVB's Bylaws, notice of a proposed nomination complying with
certain specified requirements must be received by CVB not less than 60 nor more
than 90 days prior to any meeting of shareholders called for the election of
directors, provided in each case that if fewer than 70 days' notice of the
meeting is given to shareholders, such written notice shall be received not
later than the close of the tenth day following the day on which notice of the
meeting was mailed to shareholders.
The Bylaws of CVB require that the shareholder's notice set forth as to
each nominee (i) the name, age, business address and residence address of such
nominee, (ii) the principal occupation or employment of such nominee, (iii) the
class and number of shares of CVB that are beneficially owned by such nominee,
and (iv) any other information relating to such nominee that is required under
federal securities laws to be disclosed in solicitations of proxies for the
election of directors, or is otherwise required (including, without limitation,
such nominee's written consent to being named in a proxy statement as nominee
and to serving as a director if elected). The Bylaws of CVB further require that
the shareholder's notice set forth as to the shareholder giving the notice (i)
the name and address of such shareholder, and (ii) the class and amount of such
shareholder's beneficial ownership of CVB capital stock. If the information
supplied by the shareholder is deficient in any material aspect or if the
foregoing procedure is not followed, the chairman of the annual meeting may
determine that such shareholder's nomination should not be brought before the
annual meeting and that such nominee shall not be eligible for election as a
director of CVB.
5
<PAGE>
Executive Officers Who Are Not Directors
Joseph B. Keesee (age 59) is a Vice President and Senior Loan Officer.
Prior to joining CVB in 1995, he was Executive Vice President and Senior Lender
with Premier Bank, Wytheville, Virginia, for five years. Prior to joining
Premier Bank, he was Executive Vice President and Chief Executive Officer of
Rappahannock National Bank, Washington, Virginia, for two years, and a Senior
Vice President with Central Fidelity Bank in Culpeper, Virginia, for 19 years.
Mr. Keesee has 28 years of banking experience.
Judy M. Reynolds (age 37) is a Vice President of CVB. She serves as
branch manager of the Main Office in Powhatan and as branch coordinator. Ms.
Reynolds has been employed by CVB for 18 years.
F. William Kidd (age 52) is a Vice President and the Cashier of the
Bank. Mr. Kidd has been with CVB for 14 years and is presently responsible for
the computer operations and bookkeeping areas of the Bank.
Mr. Kidd also serves as the security officer for CVB.
Jodie S. Cocke (age 38) is a Vice President and Construction Lending
Officer. Prior to joining CVB in August 1998, she served as an Assistant Vice
President and Construction Loan Officer at Jefferson National Bank for four
years and at Pioneer Federal Savings Bank for nine years.
REMUNERATION
Summary of Cash and Certain Other Compensation
The following table shows, for the fiscal years ended December 31,
1998, 1997 and 1996, the cash compensation paid by CVB, as well as certain other
compensation paid or accrued for those years, to the Chief Executive Officer of
CVB in all capacities in which he served:
Summary Compensation Table
<TABLE>
<CAPTION>
Annual Compensation
------------------------------
All Other
Name and Compensation
Principal Position Year Salary ($) Bonus ($) ($) (a)
------------------ ---- ---------- --------- -------
<S> <C> <C> <C> <C>
Ralph Larry Lyons 1998 130,650 2,512 13,065
President, Chief Executive 1997 120,900 2,325 12,090
Officer and Director 1996 111,800 2,125 11,180
________________
</TABLE>
(a) Consists of contributions to the Profit Sharing/Retirement Plan.
7
<PAGE>
Options Grants in Last Fiscal Year
There were no grants of stock options to the executive officers during
the fiscal year ended December 31, 1998.
Option Exercises and Holdings
There were no options held by the Chief Executive Officer at December
31, 1998. The following table sets forth information with respect to exercised
and unexercised options held by such officer as of the end of the fiscal year:
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR END OPTION VALUE
<TABLE>
<CAPTION>
Number of unexercised Value of unexercised
Shares acquired Value options at in-the-money options at
Name on exercise (#) realized ($) December 31, 1998 (#) fiscal year end ($)
---- --------------- ------------ --------------------- -------------------
<S> <C> <C> <C> <C>
Ralph Larry Lyons -0- $-0- -0- $-0-
</TABLE>
Directors' Fees
Directors, including directors who are officers of CVB, received fees
of $700 for each meeting of the Board attended and $100 for each committee
meeting attended during fiscal 1998.
Certain Transactions
Some of the directors and officers of CVB, and some of the corporations
and firms with which these individuals are associated, are also customers of the
Bank in the ordinary course of business, or are indebted to the Bank with
respect to loans. It is also anticipated that some of the persons, corporations
and firms will continue to be customers of, and indebted to, the Bank on a
similar basis in the future. All loans extended to such persons, corporations
and firms were made in the ordinary course of business, did not involve more
than normal collection risk or present other unfavorable features, and were made
on substantially the same terms, including interest rates and collateral as
those prevailing at the same time for comparable Bank transactions with
unaffiliated persons. No such loan as of December 31, 1998 was non-accruing,
past due or restructured. At December 31, 1998, the aggregate amounts of loans
outstanding to all directors and officers of the Bank and members of their
immediate families were approximately $2,260,291.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's directors and executive officers, and any persons who own more than
10% of the Common Stock of the Company, to file with the Securities and Exchange
Commission reports of ownership and changes in ownership of common stock.
Officers and directors are required by SEC regulation to furnish the Company
with copies of all Section 16(a) forms that they file. Based solely on review of
the copies of such reports furnished to the Company or written representation
that no other reports were required, the Company believes that, during 1998, all
filing requirements applicable to its officers and directors were complied with.
7
<PAGE>
AUDITORS
The Board has appointed Mitchell, Wiggins & Company, LLP, independent
certified public accountants, to perform the audit of CVB's financial statements
for the year ending December 31, 1999. Representatives from Mitchell, Wiggins &
Company, LLP, will be present at the Annual Meeting, will be given the
opportunity to make a statement, if they so desire, and will be available to
respond to appropriate questions from shareholders.
PROPOSALS FOR 2000 ANNUAL MEETING
Under the regulations of the Securities and Exchange Commission, any
shareholder desiring to make a proposal to be acted upon at the 2000 Annual
Meeting of Shareholders must cause such proposal to be delivered, in proper
form, to the Secretary of CVB, whose address is P.O. Box 39, Powhatan, Virginia
23139-0039, no later than November 27, 1999, in order for the proposal to be
considered for inclusion in the Company's Proxy Statement. CVB anticipates
holding the 2000 Annual Meeting on April 25, 2000.
CVB's Bylaws also prescribe the procedure a shareholder must follow to
nominate Directors or to bring other business before shareholders' meetings. For
a shareholder to nominate a candidate for Director or to bring other business
before a meeting, notice must be received by the Secretary of CVB not less than
60 days and not more than 90 days prior to the date of the meeting. Based upon
an anticipated date of April 25, 2000 for the 2000 Annual Meeting of
Shareholders, CVB must receive such notice no later than February 25, 2000 and
no earlier than January 26, 2000. Notice of a nomination for Director must
describe various matters regarding the nominee and the shareholder giving the
notice. Notice of other business to be brought before the meeting must include a
description of the proposed business, the reasons therefor, and other specified
matters. Any shareholder may obtain a copy of the CVB's Bylaws, without charge,
upon written request to the Secretary of CVB.
ANNUAL REPORT AND FINANCIAL STATEMENTS
A copy of CVB's Annual Report to Shareholders for the year ended
December 31, 1998 accompanies this Proxy Statement. Additional copies may be
obtained by written request to the Secretary of CVB at the address indicated
below. Such Annual Report is not part of the proxy solicitation materials.
UPON RECEIPT OF A WRITTEN REQUEST OF ANY PERSON WHO, ON THE RECORD
DATE, WAS RECORD OWNER OF COMMON STOCK OR WHO REPRESENTS IN GOOD FAITH THAT HE
OR SHE WAS ON SUCH DATE THE BENEFICIAL OWNER OF SUCH STOCK ENTITLED TO VOTE AT
THE ANNUAL MEETING OF SHAREHOLDERS, CVB WILL FURNISH TO SUCH PERSON, WITHOUT
CHARGE, A COPY OF ITS ANNUAL REPORT ON FORM 10-KSB FOR THE FISCAL YEAR ENDED
DECEMBER 31, 1998 AND THE EXHIBITS THERETO REQUIRED TO BE FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION UNDER THE EXCHANGE ACT. ANY SUCH REQUEST
SHOULD BE MADE IN WRITING TO GARLAND L. BLANTON, JR., SECRETARY, CVB, 2036 NEW
DORSET ROAD, P.O. BOX 39, POWHATAN, VIRGINIA 23139-0039. THE FORM 10-KSB IS NOT
PART OF THE PROXY SOLICITATION MATERIALS.
OTHER MATTERS
The Board of Directors of CVB is not aware of any other matters that
may come before the Annual Meeting. However, the proxies may be voted with
discretionary authority with respect to any other matters that may properly come
before the Annual Meeting.
8
<PAGE>
REVOCABLE PROXY
CENTRAL VIRGINIA BANKSHARES, INC.
2036 New Dorset Road
P. O. Box 39
Powhatan, Virginia 23139-0039
PROXY FOR ANNUAL MEETING OF SHAREHOLDERS
Proxy Solicited by the Board of Directors
The undersigned hereby constitutes James T. Napier and John B. Larus or
either one of them, attorneys and proxies, with power of substitution in each,
to act for the undersigned with respect to all shares of Common Stock of Central
Virginia Bankshares, Inc. ("CVB") held of record by the undersigned on March 5,
1999, at the Annual Meeting of Shareholders to be held at the Powhatan Village
Building (old Powhatan High School), 3910 Old Buckingham Road, Powhatan,
Virginia, on Tuesday, April 27, 1999, at 10:00 a.m., or any adjournment thereof,
for the following purposes:
<TABLE>
<CAPTION>
<S> <C> <C>
_ _
1. Election of Directors |_| FOR all nominees listed below |_| WITHHOLD AUTHORITY to vote for all
(except as marked to the contrary) nominees
</TABLE>
(Instruction: To withhold authority to vote for any individual nominee, strike a
line through the nominee's name in the list below)
Ralph Larry Lyons, Garland L. Blanton, Jr. and Fleming V. Austin
2. To approve the appointment of Mitchell, Wiggins & Company, LLP, as auditors
for the year ended December 31, 1999.
_ _ _
|_| FOR |_| AGAINST |_| ABSTAIN
3. To vote on such other business as may properly come before the meeting.
_
Please check this box if you plan to |_|
attend the 1999 Annual Meeting of
Shareholders.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR
ALL NOMINEES LISTED IN ITEM 1 AND FOR ITEM 2.
Please sign your name exactly as it appears on the stock certificate. All
of several joint owners should sign. Fiduciaries should give full title.
_______________________________________
Signature
_______________________________________
Date
_______________________________________
Signature
_______________________________________
Date
