<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement [_] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
FIRSTFED FINANCIAL CORP
- --------------------------------------------------------------------------------
(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] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2)
or Item 22(a)(2) of Schedule 14A.
[_] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
-------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
-------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
-------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
-------------------------------------------------------------------------
(5) Total fee paid:
-------------------------------------------------------------------------
[_] 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:
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(4) Date Filed:
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Notes:
<PAGE>
FIRSTFED FINANCIAL CORP.
401 WILSHIRE BOULEVARD
SANTA MONICA, CALIFORNIA 90401-1490
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
APRIL 24, 1996
NOTICE IS HEREBY GIVEN that an annual meeting of stockholders (the "Annual
Meeting") of FirstFed Financial Corp. ("FFC" or the "Company") will be held in
the Starlight Room of the Miramar-Sheraton Hotel at 101 Wilshire Blvd., Santa
Monica, California 90401 on April 24, 1996 at 10:00 A.M., local time, for the
following purposes:
(1) To elect three Directors to hold office for a three-year term and
until their successors are duly elected and qualified.
(2) To ratify the appointment of KPMG Peat Marwick LLP as independent
public auditors of the Company for 1996.
(3) To transact such other business as may properly be brought before the
Annual Meeting or any adjournment or adjournments thereof.
Only stockholders of record at the close of business on March 4, 1996 are
entitled to notice of and to vote at the Annual Meeting or any adjournment or
adjournments thereof.
IMPORTANT: If your shares are held in the name of a brokerage firm or
nominee, only that holder can execute a proxy on your behalf. To ensure that
your shares are voted, we urge you to telephone the individual responsible for
your account today and obtain instructions on how to direct him or her to
execute a proxy.
If you receive more than one proxy in separate mailings, it is an indication
that your shares are registered differently in more than one account. All
proxy cards received by you should be signed and mailed to ensure that all of
your shares are voted.
Ann E. Lederer
Secretary
Santa Monica, California
March 18, 1996
IT IS REQUESTED THAT YOU PROMPTLY MARK, DATE AND SIGN THE ENCLOSED PROXY AND
RETURN IT IN THE ENCLOSED ENVELOPE WHETHER OR NOT YOU PLAN TO ATTEND THE
ANNUAL MEETING. THE PROXY MAY BE WITHDRAWN AT ANY TIME BEFORE IT IS VOTED AT
THE MEETING, OR STOCKHOLDERS MAY VOTE IN PERSON AS DESCRIBED IN THE
ACCOMPANYING PROXY STATEMENT.
<PAGE>
FIRSTFED FINANCIAL CORP.
401 WILSHIRE BOULEVARD
SANTA MONICA, CALIFORNIA 90401-1490
----------------
PROXY STATEMENT
----------------
INFORMATION RELATING TO VOTING AT THE ANNUAL MEETING
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of FirstFed Financial Corp. ["FFC", and
collectively with its subsidiary, First Federal Bank of California ("Bank"),
the "Company"] for use at the Annual Meeting of Stockholders to be held on
April 24, 1996, and at any adjournment thereof. The approximate date of
mailing of this Proxy Statement is March 18, 1996.
The Board of Directors of the Company has selected March 4, 1996 as the
record date for the Annual Meeting. Only those stockholders of record at the
close of business on that date will be entitled to notice of and to vote at
the Annual Meeting. The Company had a total of 10,614,402 shares of common
stock ("Company Stock") outstanding at that date. Stockholders will be
entitled to one vote for each share of Company Stock held by them of record at
the close of business on the record date on any matter that may be presented
for consideration and action by the stockholders at the Annual Meeting.
All valid proxies received in response to this solicitation will be voted in
accordance with the instructions indicated thereon by the stockholders giving
such proxies. If no contrary instructions are given, proxies received will be
voted in favor of the election of the three director nominees named in this
Proxy Statement and in favor of the other proposals described herein.
Abstentions and broker non-votes are counted for purposes of determining
whether a quorum of stockholders is present at the Annual Meetings but are not
considered as having voted for purposes of determining the outcome of a vote.
Proxies solicited hereby may be voted for adjournment of the Annual Meeting
(whether or not a quorum is present for the transaction of business) in order
to permit further solicitation of proxies if the Board of Directors of the
Company determines that such adjournment would be advisable in order to obtain
sufficient votes for approval of the matters to be voted upon at the Annual
Meeting.
The Board of Directors does not know of any other business to be presented
for action at the Annual Meeting. If any other business is properly presented
at the Annual Meeting and may properly be voted upon, the proxies solicited
hereby will be voted on such matters in accordance with the best judgment of
the proxy holders named in such proxies. A stockholder's proxy may be revoked
at any time before it is voted at the Annual Meeting by giving written notice
of such revocation to the Secretary of the Company (which notice may be given
by the filing of a duly executed proxy bearing a later date) or by attending
the Annual Meeting and voting in person.
The costs of this proxy solicitation will be paid by the Company. The
Company has retained Kissel-Blake, Inc. to assist in the solicitation of
proxies for a fee of $7,500 and reimbursement of certain expenses. To the
extent necessary, proxies may also be solicited by personnel of the Company in
person, by telephone, or through other forms of communications. Company
personnel who participate in this solicitation will not receive any additional
compensation for such solicitation. The Company will request record holders of
shares beneficially owned by others to forward this Proxy Statement and
related materials to the beneficial owners of such shares and will reimburse
such record holders for their reasonable expenses incurred in doing so.
<PAGE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The information set forth below is based upon filings as of March 1, 1996
made by the listed entities with the Securities and Exchange Commission
("SEC"). Except as set forth below, no person is known to the Company to own
beneficially more than 5% of the outstanding shares of Company Stock:
<TABLE>
<CAPTION>
AMOUNT AND
NATURE OF
NAME AND ADDRESS BENEFICIAL PERCENT
OF BENEFICIAL OWNER OWNERSHIP OF CLASS
------------------- ---------- --------
<S> <C> <C>
Bankers Trust New York Corporation, Bankers Trust
Company and BT Australia Limited...................... 660,821(1) 6.23%
280 Park Avenue
New York, NY 10017
Sanford C. Bernstein & Co. Inc. ....................... 759,061(2) 7.20%
One State Street Plaza
New York, NY 10004
FMR Corp. ............................................. 631,600(3) 5.95%
82 Devonshire Street
Boston, Massachusets 02109
First Federal Bank of California Employee Stock
Ownership Plan and Trust............................... 761,057(3) 7.17%
401 Wilshire Boulevard
Santa Monica, CA 90401
Tiger Management Corporation,
Panther Partners, L.P. and
Panther Management Company, L.P. ...................... 953,700(5) 9.00%
101 Park Avenue
New York, NY 10178
</TABLE>
- --------
(1) According to their filing on Schedule 13G with the SEC dated December 31,
1995, Bankers Trust Company has sole voting power over 39,700 of these
shares, and BT Australia Limited has sole voting power over 604,000
shares. Bankers Trust Company has sole dispositive power over 56,821
shares and BT Australia Limited has sole dispositive power over 604,000
shares. According to the filing, Bankers Trust New York Corporation is a
parent holding company and Bankers Trust Company is its subsidiary bank.
BT Australia Limited is also an indirect subsidiary of Bankers Trust New
York Corporation.
(2) According to its filing on Schedule 13G with the SEC on February 7, 1996,
Sanford C. Bernstein & Co. Inc. ("Bernstein") has sole voting power over
590,425 of these shares, shared voting power over 11,169 of these shares,
and sole dispositive power over 759,061 of these shares. According to the
filing, Bernstein is an investment advisor/broker dealer holding these
shares for the accounts of discretionary clients.
(3) According to its filing on Schedule 13G with the SEC dated February 14,
1996, FMR Corp. is the parent holding company of Fidelity Management &
Research Company ("Fidelity"). FMR Corporation has the sole voting power
over 143,900 shares and sole dispositive power over 631,600 shares.
(4) According to its filing on Schedule 13G with the SEC dated February 14,
1996, the First Federal Bank of California Employee Stock Ownership Plan
and Trust holds sole voting power over 169,673 of these shares, shared
voting power over 591,384 of these shares, and sole dispositive power over
all 761,057 of these shares.
2
<PAGE>
(5) According to their filing on Schedule 13G with the SEC dated February 12,
1996, Tiger Management Corporation ("TMC"), Panther Partners, L.P.
("Panther") and Panther Management Company, L.P. ("PMCLP") report
ownership as follows: TMC has shared voting and dispositive power over
901,680 shares of Company stock, and Panther and PMCLP each have shared
voting and dispositive power over 52,050 shares. Julian H. Robertson, Jr.
is the ultimate controlling person of TMC and PMCLP, and reports shared
voting and dispositive power over 953,700 shares. TMC, Panther and PMCLP
are registered investment advisors.
SECURITY OWNERSHIP OF MANAGEMENT
The following table sets forth, as of February 26, 1996, information
concerning the beneficial ownership of shares of Company Stock by each
Director, the Company's Chief Executive Officer and the four other most highly
compensated named executive officers of the Company during the fiscal year
ended December 31, 1995, and all Directors and executive officers of the
Company as a group. Unless otherwise indicated, each person listed has sole
investment and voting power with respect to the shares indicated.
<TABLE>
<CAPTION>
AMOUNT AND
NATURE OF
BENEFICIAL PERCENTAGE
NAME OF BENEFICIAL OWNER OWNERSHIP(1)(2)(3) OF CLASS
------------------------ ------------------ ----------
<S> <C> <C>
Samuel J. Crawford, Jr. ......................... 65,528 *
James P. Giraldin................................ 11,437 *
Martin B. Gottlieb............................... 35,635 *
Christopher M. Harding........................... 3,838 *
Babette E. Heimbuch.............................. 207,604 1.96%
James L. Hesburgh................................ 36,096 *
June Lockhart.................................... 9,737 *
Shannon Millard.................................. 2,315 *
William S. Mortensen............................. 230,255 2.17%
William G. Ouchi................................. 3,000 *
William P. Rutledge.............................. 2,000 *
Charles F. Smith................................. 25,000 *
Steven L. Soboroff............................... 875 *
John R. Woodhull................................. 7,500 *
All Directors and Executive Officers as a Group
(15 persons).................................... 642,783 6.06%
</TABLE>
- --------
* Less than 1%.
(1) The number of shares shown for each person includes shares, if any, held
beneficially or of record by the person's spouse; voting and investment
power of the shares indicated may also be shared by spouses.
(2) Includes, with respect to Mr. Giraldin, Mr. Gottlieb, Ms. Heimbuch, Ms.
Millard, Mr. Mortensen, and all Directors and executive officers as a
group, shares held through the First Federal Bank of California Employee
Stock Ownership Plan and Trust. Also includes, with respect to all
executive officers, shares of restricted stock held in trust for such
persons while the restrictions apply.
(3) Includes, with respect to Ms. Heimbuch, 85,938 shares of Company Stock
subject to options granted under the Bank's 1983 Stock Option Plan which
are exercisable within 60 days of February 26, 1996. No other Director or
executive officer holds options which are exercisable within such date.
The percentage of outstanding shares owned by Ms. Heimbuch was computed
based upon the number of shares which would have been outstanding if such
options had been exercised.
3
<PAGE>
PROPOSAL 1
ELECTION OF DIRECTORS
The Certificate of Incorporation of the Company provides that the Board of
Directors shall consist of not less than seven and not more than fifteen
Directors unless a greater number is fixed by the Board of Directors, that the
Directors shall be divided into three staggered classes as nearly equal in
number as possible, that each class of Directors shall be elected for a term
of three years and that one class of Directors shall be elected annually. The
class of Directors scheduled to be elected at the Annual Meeting is composed
of three Directors who will be elected to serve a three year term until the
annual meeting of stockholders in 1999 or until their successors are duly
elected and qualified. The nominees receiving the highest number of votes, up
to the number of Directors to be elected, are elected.
Set forth below are the names of the persons nominated by the Board of
Directors for election as Directors at the Annual Meeting, as well as all
other Directors, together with their ages, principal occupations and business
experience during the last five years, present directorships and the year each
first became a Director of the Bank and of the Company. All of the nominees
are presently Directors. If any nominees should be unable to serve as a
Director, the person or persons voting the proxies solicited hereby will
select another nominee in his or her place. The Company has no reason to
believe that any of the nominees will be unable or unwilling to serve if
elected.
<TABLE>
<CAPTION>
FIRST(1)
POSITION HELD BECAME TERM TO
NOMINEES FOR ELECTION AGE WITH COMPANY DIRECTOR EXPIRE(2)
- --------------------- --- ------------- -------- ---------
<S> <C> <C> <C> <C>
William G. Ouchi 52 Director 1995 1999
William P. Rutledge 54 Director 1995 1999
Charles F. Smith 63 Director 1989 1999
<CAPTION>
TERM
CONTINUING DIRECTORS EXPIRING
- -------------------- ---------
<S> <C> <C> <C> <C>
Christopher M. Harding 43 Director 1984 1997
Babette E. Heimbuch 48 Director, President & Chief 1986 1998
Operating Officer
James L. Hesburgh 62 Director 1975 1997
William S. Mortensen 63 Director, Chairman of the 1961 1998
Board & Chief Executive Officer
Steven L. Soboroff 47 Director 1991 1997
John R. Woodhull 62 Director 1988 1998
</TABLE>
- --------
(1) The date given is the earlier of the date such Director became a director
of First Federal Bank of California or a Director of the Company.
(2) Term of service if re-elected as a Director of the Company at the Annual
Meeting.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE FOR NOMINEES
WILLIAM G. OUCHI, WILLIAM P. RUTLEDGE AND CHARLES F. SMITH.
William S. Mortensen joined the Bank in 1955 and was appointed a member of
the Board of Directors in 1961. He was named President of the Bank in 1969,
Chairman of the Board of Directors of the Bank in 1982 and continues to serve
as Chairman of the Board today. He was named Chairman of the Board of FFC in
1987. In addition, he is a past president of the National Council of Savings
Institutions and the Western League of Savings Institutions and is a past
director of the Federal Home Loan Bank of San Francisco.
4
<PAGE>
Samuel J. Crawford, Jr. is retired from the practice of law in Southern
California. He has served as a Director of the Bank for more than thirty
years, and a Director of FFC since 1987. Mr. Crawford is retiring as a
director as of the date of the Annual Meeting.
Christopher M. Harding is a managing partner of the law firm of Lawrence &
Harding. He is active in numerous local civic groups and has served on the
Board of Directors of Santa Monica Area Chamber of Commerce since 1982. He has
served as a Director of the Bank since 1984, and of FFC since 1987.
Babette E. Heimbuch was previously employed by the accounting firm of KPMG
Peat Marwick LLP serving as the Audit Manager assigned to the Bank. Ms.
Heimbuch joined the Bank as Senior Vice President, Chief Financial Officer in
1982. She was appointed Executive Vice President in 1985, and was elected a
Director of the Bank in March, 1986. In 1987 she was appointed Senior
Executive Vice President of the Bank and of FFC and was elected a Director of
FFC. Ms. Heimbuch was named President and Chief Operating Officer of the Bank
and FFC in 1989. Ms. Heimbuch is a director of Sunrise Medical Inc. and is on
the Board of Advisors for both the UCLA and the Santa Monica UCLA Medical
Centers.
James L. Hesburgh is President and Chief Executive Officer of James L.
Hesburgh International, Inc. and Battley USA, Inc. Mr. Hesburgh is also a
director of Fremont Funding, Inc., Logicon, Inc., Roberts Sinto Corporation,
Sinto American, Inc. and Toastmaster, Inc. He serves as a Trustee of St.
John's Hospital and Health Center Foundation in Santa Monica, California. He
has served in senior management capacities with several major United States
corporations and specializes in international marketing and consulting. Mr.
Hesburgh has served as a Director of the Bank since 1975, and a Director of
FFC since 1987.
William G. Ouchi is a Professor of Management for the John E. Anderson
Graduate School of Management at the University of California, Los Angeles. In
1993 Dr. Ouchi was appointed to serve as special policy advisor to Los Angeles
Mayor Richard J. Riordan, and from 1994 to 1995 was Mayor Riordan's Chief of
Staff. Dr. Ouchi has written numerous books and articles on business
management and organization. Dr. Ouchi serves on the boards of Williams
College, KCET Public Television, California Community Foundation and the
Commission on Presidential Debates. He is also a member of the Consumer
Advisory Committee of the U.S. Securities and Exchange Commission and of the
Real Estate Advisory Committee of the Trust Company of the West.
June Lockhart is an internationally known, award winning motion picture,
television and stage actress. For the past thirty years she has been a
spokesperson for the City of Hope and for the American Cancer Society. She is
currently an associate member of the Radio and Television News Directors
Association. Ms. Lockhart is the chair of the International Advisory Board for
The National Association of Radio Talk Show Hosts. She has been a spokesperson
for International Hearing Dog, Inc. for over twenty years. Ms. Lockhart has
been a speaker for the Federal Reserve Bank. Ms. Lockhart has served as a
Director of First Federal since 1980, and of FFC since 1987. Ms. Lockhart is
retiring as a director as of the date of the Annual Meeting, but will continue
to serve as the Chair of the Bank's Executive Fair Lending/Community
Reinvestment Act ("CRA") Committee.
William P. Rutledge is Chairman of the Board and Chief Executive Officer of
Teledyne, Inc. He joined Teledyne in 1986. Mr. Rutledge also serves on the
boards of Lafayette College, George Washington University, KCET Public
Television and St. John's Hospital and Health Center.
Charles F. Smith is president of Charles F. Smith & Company, Inc. He serves
as a Director of Trans Ocean, Ltd., Logicon, Inc., Sizzler International, Inc.
and Fremont Funding, Inc., as Chairman of the Marymount High School Board of
Trustees, and is a Trustee of St. John's Hospital and Health Center
Foundation. Mr. Smith became a Director of the Bank and FFC in 1989.
Steven L. Soboroff is an investor, real estate representative for retailers
and Managing Partner of Soboroff Partners. He is President of Big Brothers of
Greater Los Angeles and President of the Recreation and Parks Commission for
the City of Los Angeles. Mr. Soboroff became a Director of the Bank and FFC in
1991.
5
<PAGE>
John R. Woodhull is President, Chief Executive Officer, and Chairman of the
Board of Logicon, Inc., and serves on the boards of Adams Business Forms,
Sunrise Medical, Inc. and the Los Angeles Metropolitan YMCA. Mr. Woodhull
became a director of the Bank and FFC in 1988.
Directors' Fees. Directors of the Bank, including Directors who are officers
of the Bank, receive annual directors' fees of $13,200, and Directors who are
not officers of the Bank also receive $1,250 for each regular meeting of the
Board attended. Members of the Executive Committee of the Board who are not
officers of the Bank receive $1,000 per month. Directors, excluding the Legal-
Audit Committee Chair, who are Chairs of Board Committees receive $400 per
quarter. The Legal-Audit Committee Chair currently receives an annual retainer
of $10,620. Other members of the Legal-Audit Committee receive $600 per month.
Directors of FFC receive no compensation.
Committees of the Board of Directors. The Company has standing Legal-Audit,
Executive Fair Lending/Community Reinvestment Act ("CRA"), Compensation and
Executive Committees. The Legal-Audit Committee currently consists of Messrs.
Crawford (Chair), Smith and Woodhull, all of whom are non-employee directors.
The Committee reviews litigation and reports on various legal, accounting and
auditing matters, including the selection of the Company's independent
auditors, the scope of audit procedures, the nature of services performed by
the independent auditors, the performance of the Company's independent and
internal auditors, its accounting practices, and monitors the Company's legal
and regulatory compliance programs. During the year ended December 31, 1995,
the Legal-Audit Committee held four meetings.
The Executive Fair Lending/CRA Committee held four meetings in 1995. Its
responsibilities include monitoring the Bank's Community Reinvestment Act
activities and ensuring that the Bank complies with all directives from its
Board of Directors. Members of the Committee are Bank Director June Lockhart
(Chair) and Officers Shannon Millard, Diana Wright (CRA Officer), Nancy
Elander, Larry Flores, Craig Smith, Ann Lederer, Kendon Studebaker, Robert
Satnick, Megan Davidson, Mel Calloway and Lumen O'Connor.
The Compensation Committee, which held eight meetings in 1995, currently
consists of Directors Hesburgh (Chair), Soboroff and Harding, all of whom are
outside directors. This Committee administers the Company's salary and other
compensation programs. See "EXECUTIVE COMPENSATION--Report of Board
Compensation Committee."
The Executive Committee met three times in 1995 and is presently comprised
of Chairman Mortensen and Directors Crawford, Hesburgh, Smith and Woodhull.
FFC does not have a standing nominating committee of the Board of Directors
(or another committee performing similar functions). The Bylaws of FFC provide
that only persons nominated in accordance with the procedures set forth
therein shall be eligible for election as Directors. Shareholder nominations
must be made pursuant to written notice received by FFC not less than 60 days
nor more than 90 days prior to the scheduled date of the Annual Meeting. Such
notice must state the nominee's name, age and address (business and
residence), the nominee's principal occupation or employment, and the class
and number of shares of Company Stock beneficially owned by the nominee on the
date of the notice. The required notice must also disclose certain information
relating to the nominee which would be required to be disclosed in a proxy
statement and in certain other filings under the federal securities laws. In
addition, the shareholder making the nomination must disclose his or her name
and address as they appear on FFC's books, the name and principal business or
residence address of any other record or beneficial stockholders known by the
nominating shareholder to support such nominee, and the class and number of
shares of Company Stock beneficially owned by the nominating shareholder and
any such supporting stockholders on the date of the notice.
Meetings of the Board of Directors. During 1995 there were twelve regular
meetings of the Board of Directors of the Bank and FFC. Each Director attended
at least 80% of the aggregate number of such meetings and of the meetings of
the Committee on which he or she served during the period during which he or
she held a position on the Board.
6
<PAGE>
Information Relating to Executive Officers. Set forth below are the names
and ages of the current executive officers of the Company, other than Mr.
Mortensen and Ms. Heimbuch (see "ELECTION OF DIRECTORS"), together with the
positions held by these persons.
<TABLE>
<CAPTION>
NAME AGE TITLE
---- --- -----
<S> <C> <C>
Megan Davidson................. 35 Executive Vice President/Chief Lending
Officer
James P. Giraldin.............. 43 Executive Vice President/Chief Financial
Officer
Shannon Millard................ 33 Executive Vice President/Chief Credit
Officer
William F. Watt................ 55 Executive Vice President/Marketing and
Retail Banking
</TABLE>
Megan Davidson joined the Company in 1993 as Senior Vice President,
Secondary Marketing. In 1994 she was promoted to Executive Vice President,
Chief Lending Officer. Previously, Ms. Davidson was employed by Western
Federal Savings for ten years, most recently as Senior Vice President.
James P. Giraldin joined the Company in 1992 as Executive Vice
President/Chief Financial Officer. Prior to joining FFC, Mr. Giraldin was
Chief Executive Officer of Irvine City Bank for five years. He previously
served as Chief Financial Officer for two other savings and loan associations
and was a certified public accountant with KPMG Peat Marwick.
Shannon Millard joined the Company in 1992. In 1994 she was promoted to her
current position of Executive Vice President/Chief Credit Officer. Ms. Millard
was formerly with the Bank of California for six years, most recently as the
Vice President in charge of Real Estate Services. Prior to that, Ms. Millard
was with Sumitomo Bank.
William F. Watt joined the Company in 1996 as Executive Vice
President/Marketing and Retail Banking. Before joining the Company, Mr. Watt
was Senior Vice President of Countrywide Credit Industries, Inc. for
approximately two and one-half years. He was Senior Vice President, Retail
Banking Division with Union Federal Bank for two years, and Senior Vice
President of California Federal Bank for approximately eight years in both
Marketing and Retail Banking. Mr. Watt has been employed in marketing and
banking for financial institutions for an aggregate of more than thirty years.
7
<PAGE>
EXECUTIVE COMPENSATION
The following SUMMARY COMPENSATION TABLE includes compensation for the years
ended December 31, 1995, 1994 and 1993 for services in all capacities awarded
to, earned by, or paid to the Company's Chief Executive Officer and the four
other named executive officers of the Company.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM COMPENSATION
-----------------------------
ANNUAL COMPENSATION AWARDS PAYOUTS
--------------------------- --------------------- -------
SECURITIES
OTHER RESTRICTED UNDERLYING ALL OTHER
NAME & ANNUAL STOCK OPTIONS/ LTIP COMPEN-
PRINCIPAL SALARY BONUS COMPEN- AWARD SAR'S PAYOUTS SATION
POSITION YEAR $ $ SATION ($)(2) (#) ($) ($)(3)
--------- ---- ------- ------ ------- ---------- ---------- ------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
William S. Mortensen.... 1995 342,480 95,000 (1) -0- -0- -0- 4,392
Chief Executive Officer 1994 329,280 -0- (1) -0- -0- -0- 1,907
1993 322,800 -0- (1) 77,969 -0- -0- 2,929
Babette E. Heimbuch..... 1995 239,340 70,000 (1) -0- -0- -0- 4,392
President 1994 230,100 -0- (1) -0- -0- -0- 1,907
1993 225,540 -0- (1) 54,835 -0- -0- 2,629
James P. Giraldin....... 1995 184,440 60,000 (1) -0- -0- -0- 4,392
Chief Financial Officer 1994 177,240 -0- (1) 41,662 10,000 -0- 1,907
1993 173,760 75,000 (1) -0- -0- -0- 2,629
Shannon Millard(4)...... 1995 157,500 60,000 (1) -0- -0- -0- 4,392
Chief Credit Officer
Martin B. Gottlieb(5)... 1995 163,980 40,000 (1) -0- -0- -0- 4,392
Director of Marketing/ 1994 157,680 -0- (1) -0- -0- -0- 1,907
Retail Banking 1993 154,560 -0- (1) 38,035 -0- -0- 2,629
</TABLE>
- --------
(1) Perquisites to each officer did not exceed the lesser of $50,000 or 10% of
the total salary and bonus for such officer.
(2) Based on the price at December 29, 1995 of $14.125 per share. The
aggregate restricted stock holdings at December 31, 1995 for the named
executive officers consisted of approximately 37,695 shares worth $532,442
at the then current market value, without giving effect to the diminution
of value attributable to the restrictions on such stock. The value of all
restricted stock awards at the end of the last fiscal year based upon a
stock price of $14.125 per share as of December 30, 1995 is $198,738,
$144,456, $65,257, $26,767 and $97,222 for Mr. Mortensen, Ms. Heimbuch,
Mr. Giraldin, Ms. Millard and Mr. Gottlieb, respectively. The number of
restricted stock awards held by Mr. Mortensen, Ms. Heimbuch, Mr. Giraldin,
Ms. Millard and Mr. Gottlieb at the end of the last fiscal year is 14,070,
10,227, 4,620, 1,895 and 6,883, respectively. No restricted stock award
vests in under four years from the date of grant. Dividends will be paid
on the restricted stock if and when paid on the Company Stock. Stock
dividends shall be subject to all of the restrictions applicable to the
restricted stock.
(3) Employee Stock Ownership Plan contributions.
(4) Information regarding Ms. Millard's compensation in 1994 and 1993 was not
required to be disclosed pursuant to SEC rules.
(5) Mr. Gottlieb retired effective March 15, 1996.
8
<PAGE>
PENSION PLAN TABLE
BENEFITS AT AGE 65:
<TABLE>
<CAPTION>
YEARS OF PARTICIPATION
----------------------------------
FINAL FIVE YEAR
AVERAGE SALARY 20 25 30 35 40
- --------------- ------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C>
$ 50,000..................................... 14,890 18,812 22,334 26,057 26,057
100,000..................................... 32,890 41,112 49,334 57,557 57,557
150,000..................................... 50,890 63,612 76,334 89,057 89,057
200,000..................................... 50,890 63,612 76,334 89,057 89,057
250,000..................................... 50,890 63,612 76,334 89,057 89,057
300,000..................................... 50,890 63,612 76,334 89,057 89,057
350,000..................................... 50,890 63,612 76,334 89,057 89,057
400,000..................................... 50,890 63,612 76,334 89,057 89,057
450,000..................................... 50,890 63,612 76,334 89,057 89,057
500,000..................................... 50,890 63,612 76,334 89,057 89,057
</TABLE>
Pension Plan. The Bank has a non-contributory defined benefit pension plan
(the "Pension Plan").
The foregoing table shows the estimated annual benefits upon retirement to
participants in specified remuneration and years of service classifications.
The amounts shown are subject to the maximum benefit limitations set forth in
the Internal Revenue Code. The pension benefits shown are based upon
retirement at age 65 and the payment of a single life annuity to the
participants. Social security payments reduce the amounts to be paid
thereunder.
The maximum annual benefit currently permitted under the Pension Plan is
$120,000 (single life). Benefits shown are payable for life with 10 years
payments guaranteed.
Estimated credited years of service for each of the individuals named in the
Summary Compensation Table are: Mr. Mortensen--41 years, Ms. Heimbuch--14
years, Mr. Giraldin--3 years, Ms. Millard--3 years and Mr. Gottlieb--15 years.
Each of their "covered" compensation" (the maximum amount permitted to be used
for calculating benefits pursuant to the Internal Revenue Code) under the
Pension Plan was $150,000.
SERP TABLE*
BENEFITS AT AGE 60:
<TABLE>
<CAPTION>
YEARS OF SERVICE
---------------------------------------
FINAL FIVE YEAR
AVERAGE SALARY
AND BONUS 20 25 30 35 40
- --------------------------- ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C>
$150,000................................ 55,795 69,294 60,292 51,291 49,491
200,000................................ 85,785 106,794 97,792 88,791 85,991
250,000................................ 115,795 144,294 135,292 126,291 124,491
300,000................................ 145,795 181,794 172,792 163,791 161,991
350,000................................ 175,795 219,294 210,292 201,291 199,491
400,000................................ 205,795 256,794 247,792 238,791 236,991
450,000................................ 235,795 294,294 285,292 276,291 274,491
500,000................................ 265,795 331,794 322,792 313,791 311,991
</TABLE>
- --------
* The amounts under the SERP are in addition to the Pension Plan benefits.
Social security payments do not reduce the amounts to be paid under the
SERP.
9
<PAGE>
Supplemental Executive Retirement Plan. The Bank has adopted a Supplemental
Executive Retirement Plan ("SERP") covering the Chairman of the Board and
President. The foregoing table shows the estimated annual benefits payable
upon retirement at age 60 to participants in the SERP for the indicated levels
of average compensation and various periods of service, assuming no future
changes in such plan and based upon the current formula.
Stock Option and Stock Appreciation Rights Plan. Until August 18, 1993,
options to purchase shares of the Company's common stock were granted under
the First Federal 1983 Stock Option and Stock Appreciation Rights Plan, as
amended in 1987 ("1983 Stock Plan"). The 1983 Plan expired by its terms in
1993 and has been replaced by the 1994 Stock Option and Stock Appreciation
Rights Plan ("1994 Stock Plan").
No options were granted to the named executive officers under the 1994 Stock
Plan during 1995.
There were no exercises of stock options by the CEO and the other named
executive officers during the year ended December 31, 1995.
Certain Relationships and Related Transactions. The Bank offered mortgage
loans and consumer loans to Company Directors and officers (Vice President and
above) until the end of 1989 (at which time the Bank stopped offering such
loans, except loans on savings accounts and overdraft lines of credit, to
Company Directors and officers). These loans were made in the ordinary course
of business and, in the judgment of management, did not involve more than the
normal risk of collectability. To qualify under the Employee Loan Benefit
Program ("ELBP"), all real estate and home equity credit line loans were
required to be secured by the employee's primary residence. Employee real
estate loan benefits required one year of full-time employment with the
Company.
All ELBP loans were made on substantially the same terms as those prevailing
at the time for comparable transactions with non-affiliated persons, except
for the interest rates and loan fees charged thereon.
ELBP real estate loans are written as adjustable mortgage loans ("AMLs"),
and are modified while the person is employed by the Company to a rate
approximately equal to (but not less than) the Bank's cost of funds during the
month prior to the loan approval for the first three months of the loan.
Thereafter, the interest rate adjusts monthly to a rate equal to the Federal
Home Loan Bank's Eleventh District Cost of Funds. Fees were charged for
appraisal, credit report, title policy and documents costs only. All
preferential rates are subject to increase upon termination of the
individual's employment with the Company.
The following table sets forth amounts in excess of $60,000 in the aggregate
receivable from Directors and executive officers as of December 31, 1995.
LOANS TO DIRECTORS & EXECUTIVE OFFICERS
<TABLE>
<CAPTION>
HIGHEST BALANCE UNPAID
OUTSTANDING BALANCE INTEREST RATE
NAME TYPE OF LOAN DURING 1995($) AT 12/31/95($) AT 12/31/95 YEAR MADE
---- ------------ --------------- -------------- ------------- ---------
<S> <C> <C> <C> <C> <C>
Babette E. Heimbuch..... 1st TD 390,514 383,682 5.116% 1988
William S. Mortensen.... 1st TD 91,232 77,096 5.111% 1989
John Woodhull........... 1st TD 370,294 362,293 5.111% 1989
</TABLE>
Termination of Employment and Change of Control Arrangements. The Company
has no employment contracts with any of the named executive officers,
including Mr. Mortensen.
The Restricted Stock Bonus Plan described in the Report of the Compensation
Committee below and the 1983 and 1994 Stock Plans provide for accelerated
vesting of rights in the event of certain change of control events.
10
<PAGE>
REPORT OF THE COMPENSATION COMMITTEE
OF
FIRSTFED FINANCIAL CORP.
Decisions on compensation of the Company's executives are made by a three-
member Compensation Committee composed entirely of outside directors. Set
forth below is the report submitted by Messrs. Hesburgh (Chair), Harding and
Soboroff addressing the Company's compensation policies for 1995 as they
affected Mr. Mortensen (the Company's Chief Executive Officer) and the
Company's other executive officers.
The Members of the Compensation Committee have the responsibility to oversee
the Company's various compensation plans, including its annual bonus plan,
restricted stock plan, Employee Stock Ownership Plan ("ESOP"), and annual
salary review. The Committee reviews compensation levels of all members of
management, including executive officers, evaluates their performance, and
considers officer succession and related matters. The Committee reviews with
the Board all aspects of compensation for officers at the level of vice
president or above, as well as reviewing bonus compensation for assistant vice
presidents.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
No person who served as a member of the Compensation Committee was an
employee of the Company or any of its subsidiaries, was formerly an officer of
the Company or any of its subsidiaries, or had any relationship with the
Company or its subsidiaries requiring disclosure, except as specifically
described in this Proxy Statement.
COMPENSATION PHILOSOPHY
The Compensation Committee's executive compensation philosophy is to provide
competitive levels of compensation, tie compensation levels and individual
compensation to the Company's operating performance, and assist the Company in
attracting and retaining talented management.
The principal elements of the Company's executive compensation are base
salary, annual bonus, stock options and restricted stock awards. Each of these
elements are discussed below. In reviewing and making recommendations as to
overall levels of compensation, the Compensation Committee also takes into
account deferred and non-cash benefits, including pension benefits, insurance
and other benefits. Compensation has been and will continue to be structured
so as to be tax deductible.
BASE SALARY
Executive officer base salaries are initially determined, but not
established, by reference to the competitive marketplace for executive talent
for the responsibilities of the particular position. The Company's Human
Resources Department participates in, obtains information from, and analyzes
the results of a salary and benefits survey conducted annually by the Western
League of Savings Institutions ("Western League"). The Western League survey
is considered an effective tool to initiate the Compensation Committee review
process since it utilizes information obtained from other savings institutions
in California. The Company has utilized the Western League survey annually for
over twenty years. The Compensation Committee reviews the results of the
annual survey to ensure that the Company's salary grades and benefits are
comparable to those provided by its peers. The Committee's goal generally is
to be within the 75th percentile of what it has determined to be the
appropriate peer group as reported on the Western League survey.
Additionally, in 1995, the Company participated in the SNL Executive
Compensation Review of 1995 ("SNL Review") in order to analyze more closely
the compensation of executive officers.
Annual salary adjustments are determined by evaluating the performance of
the Company generally and the performance of each executive officer. General
annual salary adjustments to base salary for executive officers in 1995 ranged
from 4 percent to 10 percent.
11
<PAGE>
ANNUAL BONUSES
A portion of the annual compensation of each officer is based upon the
performance of the Company, as well as the individual contribution of the
officer to the Company's performance. While corporate performance measures
such as net income, earnings per common share, return on stockholders equity
and return on average total assets are considered, the Committee does not
apply a specific quantitative formula in making compensation decisions. Non-
financial performance measures also may be included, such as product
development, efficiency, customer relations, and employee relations. No
particular weight is given to one factor over another among these performance
measures. For 1995, the most important qualitative factor was the Committee's
assessment of management's ability to respond to the continuing problems
presented due to the prolonged recession and resulting poor condition of
Southern California's real estate market. In the past, bonuses have typically
ranged from 0 percent of base salary to 50 percent awarded for outstanding
accomplishments during the year. Thus, for years in which the Company's net
earnings are significant, a large portion of an executive officer's
compensation may be determined by the Compensation Committee at the end of
each year based upon the officer's contribution to the Company's performance
during the year. For purposes of establishing the annual bonus pool, the
Company's performance is measured against earnings goals established prior to
the commencement of each fiscal year by the Board. The maximum bonus pool
typically has been equivalent to seven percent of year-end net profit before
federal income tax.
Based upon information available at the time the Compensation Committee made
its year-end determination as to annual bonuses, in 1995, net earnings were
anticipated but were less than in prior years (prior to 1994) due to the
continuing effect of the recession in Southern California, the related decline
in the real estate market and the continued adverse effects of the January
1994 Northridge earthquake. The Committee felt the Company's executive
officers and certain other officers had made truly outstanding achievements in
meeting the challenges of the year, and, accordingly, the Committee awarded
discretionary cash bonuses for 1995 to these individuals. Executive Officers
William S. Mortensen, Babette E. Heimbuch, James P. Giraldin, Megan Davidson,
Martin Gottlieb and Shannon Millard received bonuses of $95,000, $70,000,
$60,000, $40,000, $40,000 and $60,000 respectively. Bonuses were also paid
pursuant to various Bank-wide performance based incentive plans.
STOCK OPTIONS AND RESTRICTED STOCK
The Compensation Committee believes that stock ownership by management and
employees and performance-based compensation arrangements in the form of
Company Stock are beneficial in ensuring that management's interest in the
Company's performance corresponds to those of the Company's shareholders. It
also believes that stock ownership helps attract and retain key executives.
The Company awards stock options and restricted stock grants in furtherance of
this philosophy.
Awards of stock options typically are made upon employment or promotion of
officers at the level of vice president and above. The awards are based upon a
standardized dollar value at each participating level of responsibility and
reflect the Compensation Committee's determination of the appropriate
incentive for the responsibilities of that particular officer level. Other
stock option awards may be made to officers of the Company from time to time.
No bonus stock option awards were made during 1995.
In addition to stock options, as indicated above, restricted stock grants
are made by the Compensation Committee as part of the Company's bonus program.
Restricted stock grants may be made to officers at the level of assistant vice
president and above. Restricted stock grants of 66 shares each were made in
August 1995 to 12 members of a special cost reduction committee.
CHIEF EXECUTIVE OFFICER COMPENSATION
Chief Executive Officer William S. Mortensen's base salary for 1996 was
increased by ten percent (10%). The Committee noted Mr. Mortensen's dedication
to excellent financial performance of the Company during his more than twenty-
five years of continuous leadership as Chief Executive Officer. The Committee
also noted Mr. Mortensen's leadership contributions towards the Company's
accomplishments during 1995. The Committee
12
<PAGE>
considered the fact that despite the very difficult economic environment that
continued throughout 1995, the Company returned to profitability, capital
levels well exceeded the regulatory requirements, and important structural
changes had been made to better position the Company for the future. In
addition, several new programs were initiated and developed during 1995. The
Committee awarded Mr. Mortensen a cash bonus of $95,000 in recognition of his
dedication to enhancing the Company's profitability.
The level of Mr. Mortensen's aggregate salary for 1995 was comparable to the
Company's performance ranking in relation to the peer groups (based on
geographic location, asset size and levels of Return on Average Assets) shown
in the Western League Survey and SNL Review. The other benefits received by
Mr. Mortensen are set forth in the Summary Compensation Table.
Compensation Committee:
James L. Hesburgh (Chair)
Christopher M. Harding
Steven L. Soboroff
13
<PAGE>
PERFORMANCE GRAPH
The SEC has adopted a requirement that companies include in their proxy
statements a line graph presentation comparing cumulative five-year
shareholder returns with two other specified indices. The Board of Directors
has selected published indices consisting of the New York Stock Exchange
Market Index and the Industry Group 541--Savings and Loan Index. These indices
are prepared and published by The New York Stock Exchange and Media General
Financial Services respectively, which are not affiliated with the Company.
COMPARISON OF 5-YEAR CUMULATIVE TOTAL RETURN
AMONG FIRSTFED FINANCIAL CORP.,
NYSE MARKET INDEX AND PEER GROUP INDEX
[Performance graph reflecting data points in following table]
<TABLE>
<CAPTION>
FISCAL YEAR ENDING
------------------------------------------------
1990 1991 1992 1993 1994 1995
------ ------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C> <C>
FIRSTFED FINANCIAL.......... $100 $170.80 $146.95 $122.14 $ 96.37 $107.82
PEER GROUP INDEX............. 100 161.52 214.43 265.89 254.68 403.39
NYSE MARKET INDEX............ 100 129.41 135.50 153.85 150.86 195.61
</TABLE>
It should be noted that this graph represents historical stock price
performance and is not necessarily indicative of any future stock price
performance.
THE FOREGOING REPORT OF THE BOARD COMPENSATION COMMITTEE AND THE PERFORMANCE
GRAPH THAT APPEARS IMMEDIATELY AFTER SUCH REPORT SHALL NOT BE DEEMED TO BE
SOLICITING MATERIAL OR TO BE FILED WITH THE SEC OR INCORPORATED BY REFERENCE
IN ANY DOCUMENT SO FILED.
14
<PAGE>
PROPOSAL 2
Appointment of Independent Auditors. KPMG Peat Marwick LLP has been the
independent public auditors of the Bank for more than twenty-five years and,
upon recommendation of the Legal-Audit Committee, has been appointed by the
Board of Directors as the auditors of the Company for 1996. The stockholders
of the Company are requested to ratify this appointment. A representative of
KPMG Peat Marwick LLP is expected to be present at the Annual Meeting with the
opportunity to make a statement if he or she so desires and to respond to
appropriate questions.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE FOR THE
APPOINTMENT OF KPMG PEAT MARWICK LLP AS THE COMPANY'S INDEPENDENT PUBLIC
AUDITORS FOR 1996.
COMPLIANCE WITH SECTION 16(A) OF
THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934 requires executive
officers and directors and persons who beneficially own more than ten percent
(10%) of the Company's stock, to file initial reports of ownership and reports
of changes in ownership with the SEC and the New York Stock Exchange.
Executive officers, directors and greater than ten percent (10%) beneficial
owners are required by SEC regulations to furnish the Company with copies of
all Section 16(a) forms they file.
Based solely on its review of the copies of such forms furnished to the
Company and written representations from the executive officers and directors,
the Company believes that all Section 16(a) filing requirements applicable to
its executive officers, directors and greater than ten percent (10%)
beneficial owners were satisfied.
STOCKHOLDER PROPOSALS
Any stockholder of the Company wishing to have a proposal considered for
inclusion in the Company's 1997 proxy solicitation materials must set forth
such proposal in writing and file it with the Secretary of the Company on or
before November 22, 1996. Stockholder proposals not included in the Company's
1997 proxy solicitation materials must, in order to be considered at the 1997
Annual Meeting, be submitted in writing to the Secretary of the Company by no
earlier than January 17, 1997 nor later than February 19, 1997.
The Board of Directors of the Company will review any stockholder proposals
which are filed as required and will determine whether such proposals meet
applicable criteria for inclusion in its 1996 proxy solicitation materials for
consideration at the 1996 Annual Meeting.
ANNUAL REPORT
The Company's Annual Report on Form 10-K for the fiscal year ended December
31, 1995, including, but not limited to, statements of consolidated financial
condition and related consolidated statements of operations, stockholders'
equity and cash flows for fiscal years ended December 31, 1995, 1994 and 1993,
prepared in conformity with generally accepted accounting principles, has been
sent to stockholders. A copy of the Annual Report on Form 10-K for year ended
December 31, 1995 may be obtained without charge by writing to the Secretary
at the address indicated in the following paragraph.
UPON WRITTEN REQUEST OF ANY SHAREHOLDER SOLICITED HEREBY, THE COMPANY WILL
PROVIDE FREE OF CHARGE A COPY OF ITS 1995 ANNUAL REPORT ON FORM 10-K WHICH HAS
BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. REQUESTS SHOULD BE
DIRECTED TO SECRETARY, FIRSTFED FINANCIAL CORP, 401 WILSHIRE BLVD., SANTA
MONICA, CALIFORNIA 90401.
By Order of the Board of Directors
Ann E. Lederer, Corporate Secretary
15
<PAGE>
REVOCABLE PROXY
FIRSTFED FINANCIAL CORP.
401 Wilshire Boulevard, Santa Monica, California 90401
Proxy for Annual Meeting-April 24, 1996
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
The undersigned hereby appoints William S. Mortensen, Babette E. Heimbuch and
James P. Giraldin, as proxies, each with the power to appoint his/her
substitute, and hereby authorizes them to represent and to vote as designated on
the reverse all shares of Common Stock of FirstFed Financial Corp. held of
record by the undersigned on March 4, 1996, at the annual meeting of
stockholders to be held on April 24, 1996, or any adjournment thereof.
A vote FOR nominees Ouchi, Rutledge and Smith, and FOR Proposal 2 is recommended
by the Board of Directors.
PLEASE MARK, SIGN, DATE AND MAIL THE PROXY CARD PROMPTLY
USING THE ENCLOSED ENVELOPE.
(Continued and to be signed on reverse side.)
- --------------------------------------------------------------------------------
FIRSTFED FINANCIAL CORP.
PLEASE MARK VOTE IN OVAL IN THE FOLLOWING MANNER USING DARK INK ONLY. [X]
[ ]
1. ELECTION OF DIRECTORS (Year of Expiration of
Nominees' Proposed Terms as Directors: 1999)
William G. Ouchi, William P. Rutledge,
Charles F. Smith
---------------------------------------------
FOR ALL
(Except Nominee(s)
FOR WITHHOLD written below)
[_] [_] [_]
2. Ratification of KPMG Peat Marwick LLP as the
Company's independent public auditors for 1996.
FOR AGAINST ABSTAIN
[_] [_] [_]
3. In their discretion, the proxies are authorized to
vote upon such other business that may properly
come before the meeting.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS
PROXY WILL BE VOTED FOR THE DIRECTORS NAMED IN PROPOSAL 1 AND FOR
PROPOSALS 2 AND 3.
Dated: , 1996
--------------------
Signature
-----------------------------------------------------
Signature if jointly held
-------------------------------------
Please sign exactly as name appears below. When shares are held by joint
tenants, both should sign. When signing as attorney, executor, administrator,
trustee or guardian, please give full title as such. If a corporation, please
sign in full corporation name, by president or other authorized officer. If a
partnership, please sign in partnership name by authorized person.
