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
METROBANCORP
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(Name of Registrant as Specified In Its Charter)
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(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:
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(2) Aggregate number of securities to which transaction applies:
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(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):
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[ ] 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:
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<PAGE>
April 18, 2000
Dear Shareholder:
On behalf of the Board of Directors of MetroBanCorp, we would like to
invite you to the Annual Meeting of Shareholders to be held on Thursday, May 18,
2000, at 1:00 p.m., Indianapolis time, in the Three Meridian Plaza Conference
Center, 10333 North Meridian Street, Indianapolis, Indiana 46290. The formal
Notice of Annual Meeting of Shareholders, Proxy Statement, and Proxy are
enclosed and should be read closely.
The enclosed Proxy Statement contains information relating to the
actions to be taken at the Annual Meeting and information concerning events
which occurred during the past year. We urge you to review the Proxy Statement
in its entirety so that you are fully informed about the proposals which the
Board of Directors will present for your consideration and approval at the
Annual Meeting.
We hope that you will be able to attend the Annual Meeting in person. It
is important that your shares be voted at the Annual Meeting in accordance with
your preference. Please complete and sign the enclosed Proxy and return it in
the enclosed envelope at your earliest convenience. If you are able to attend
the Annual Meeting and wish to vote in person, you may withdraw your Proxy at
that time.
We recognize and express our appreciation to our shareholders for your
continuing support of your company. We continue to encourage the establishment
of your banking relationship with MetroBank. We look forward to seeing you on
May 18, 2000.
Sincerely,
Charles V. Turean
Executive Vice President and Secretary
<PAGE>
METROBANCORP
10333 NORTH MERIDIAN STREET, SUITE 111
INDIANAPOLIS, INDIANA 46290
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
----------------------------------------
Notice is hereby given that, pursuant to the call of the Board of
Directors, the Annual Meeting of Shareholders of MetroBanCorp will be held on
Thursday, May 18, 2000, at 1:00 p.m., Indianapolis time, in the Three Meridian
Plaza Conference Center, 10333 North Meridian Street, Indianapolis, Indiana
46290.
The Annual Meeting is being held for the following purposes:
1. Elect the Board of Directors to serve for the ensuing year.
2. To consider and vote upon a proposal to amend the 1994 Directors'
Stock Option Plan of MetroBanCorp to: (i) reserve an additional
217,500 shares of Metro common stock for issuance under the plan, and
(ii) provide for a cashless exercise option for payment of stock under
the plan.
3. To consider and vote upon a proposal to amend the 1994 Stock Option
and Stock Appreciation Rights Plan of MetroBanCorp to: (i) reserve an
additional 50,000 shares of Metro common stock for issuance under the
plan, (ii) provide for a cashless exercise option for payment of stock
under the plan, and (iii) provide for an automatic reload provision
under the plan.
4. Transact such other business as may properly come before the Annual
Meeting or any adjournment thereof.
Only shareholders of record at the close of business on March 31,
2000 are entitled to notice of and to vote at the Annual Meeting and any
adjournment thereof.
By Order of the Board of Directors
/s/ Charles V. Turean
Charles V. Turean
Secretary
April 18, 2000
Indianapolis, Indiana
YOUR VOTE IS IMPORTANT - PLEASE MAIL YOUR PROXY PROMPTLY. IN ORDER THAT THERE
MAY BE PROPER REPRESENTATION AT THE ANNUAL MEETING, YOU ARE URGED TO COMPLETE,
SIGN, DATE AND RETURN THE ENCLOSED PROXY IN THE ENVELOPE PROVIDED, WHETHER OR
NOT YOU PLAN TO ATTEND THE ANNUAL MEETING IN PERSON. NO POSTAGE IS REQUIRED IF
MAILED IN THE UNITED STATES.
<PAGE>
METROBANCORP
10333 North Meridian Street, Suite 111
Indianapolis, Indiana 46290
317-573-2400
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
to be held on May 18, 2000
GENERAL INFORMATION
This Proxy Statement is furnished to the shareholders of MetroBanCorp
("Company") in connection with the solicitation of proxies by the Board of
Directors of the Company for use at its Annual Meeting of Shareholders to be
held on Thursday, May 18, 2000 at 1:00 p.m., Indianapolis time, in the Three
Meridian Plaza Conference Center, 10333 North Meridian Street, Indianapolis,
Indiana 46290, and at any and all adjournments thereof. This Proxy Statement and
accompanying form of proxy is first being mailed to the Company's shareholders
on or about April 18, 2000.
Only shareholders of record as of March 31, 2000 will be entitled to
notice of and to vote at the Annual Meeting or any adjournment thereof. As of
March 31, 2000, the Company had 2,042,754 shares of common stock issued and
outstanding, which were held by 353 shareholders of record. There is no other
class or series of stock of the Company outstanding and entitled to vote at the
Annual Meeting. Each shareholder of record as of the record date will be
entitled to one vote for each share of common stock registered in the
shareholders name.
For the matters to be voted on at the Annual Meeting, each share is
entitled to one vote, exercisable in person or by proxy. Provided that a quorum
of shareholders is present at the Annual Meeting, there will be considered and
voted upon: (i) director nominees to be elected to the Board of Directors of the
Company; (ii) a proposal to amend the 1994 Directors' Stock Option Plan of
MetroBanCorp to: (a) reserve an additional 217,500 shares of common stock for
issuance under the plan, and (b) provide for a cashless exercise option for
payment of stock under the plan; and (iii) a proposal to amend the 1994 Stock
Option and Stock Appreciation Rights Plan of MetroBanCorp to: (a) reserve an
additional 50,000 shares of the Company's common stock for issuance under the
plan, (b) provide for a cashless exercise option for payment of stock under the
plan, and (c) provide for an automatic "reload" provision under the plan.
The cost of soliciting proxies will be borne by the Company. In addition
to use of the mails, proxies may be solicited personally or by telephone by
directors, officers and certain employees of the Company, none of whom will be
specially compensated for such soliciting.
Any shareholder giving a proxy has the right to revoke it at any time
before it is exercised. Therefore, execution of a proxy will not affect a
shareholder's right to vote in person if he or she attends the Annual Meeting.
Revocation may be made prior to the Annual Meeting by written notice sent to
Charles V. Turean, Secretary, MetroBanCorp, P.O. Box 80451, Indianapolis,
Indiana 46280-0451; at the Annual Meeting in person or by oral or written notice
to the Secretary; or by duly executing and delivering to the Secretary a proxy
bearing a later date. To be effective, any revocation must be received before
the proxy is exercised.
The shares represented by proxies at the Annual Meeting will be voted as
instructed by the shareholders giving the proxy. In the absence of specific
instructions to the contrary, proxies will be voted FOR (i) the election of the
ten persons named as nominees in this Proxy Statement as Directors of the
Company; (ii) the proposal to amend the 1994 Directors' Stock Option Plan of
MetroBanCorp to: (a) reserve an additional 217,500 shares of common stock for
issuance under the plan, and (b) provide for a cashless exercise option for
payment of stock under the plan; and (iii) the proposal to amend the 1994 Stock
Option and Stock Appreciation Rights Plan of MetroBanCorp to: (a) reserve an
additional 50,000 shares of the Company's common stock for issuance under the
plan, (b) provide for a cashless exercise option for payment of stock under the
plan, and (c) provide for an automatic "reload" provision under the plan. Any
other matters that may properly come before the Annual Meeting or any
adjournment thereof will be acted
1
<PAGE>
upon by the persons named as proxies in the accompanying proxy in accordance
with the recommendation of the Board of Directors.
ELECTION OF DIRECTORS
The Board of Directors is composed of 10 members, all of who hold office
for a term of one year or until their respective successors are duly elected and
qualified. The following table sets forth certain information concerning each of
the 10 director nominees. All nominees were initially elected in 1987, except
Edward G. McMahon who was elected in 1988 and James C. Lintzenich who elected in
1999. If for any reason a director nominee becomes unable or unwilling to serve
at the time of the Annual Meeting (an event which the Board of Directors does
not anticipate at this time), the persons named as proxies in the accompanying
proxy will have discretionary authority to vote for a substitute nominee or
nominees named by the Board of Directors if the Board of Directors elects to
fill such nominee's position. The Board of Directors of the Company unanimously
recommends a vote FOR the election of each of the following nominees as a
director of the Company for the ensuing year:
<TABLE>
<CAPTION>
Shares and
Percent
Title of Position Principal Occupation Beneficially
Name and Age with Corporation for the Last Five Years Owned (1)
- ------------ ---------------- ----------------------- -------------
<S> <C> <C> <C>
Chris G. Batalis, 61 (2,3,7) Director President, Heptagon, 43,053 2.10%
615 W. Colfax Avenue Inc. (advertising)
South Bend, IN 46601
Ike G. Batalis, 53 (2,3,4,7) Director, President President and Chief 90,619 4.29%
10333 N. Meridian, Ste 111 and Chief Executive Executive Officer of
Indianapolis, IN 46290 Officer the Company and
MetroBank since 1987
Terry L. Eaton, 57 (3,5,7) Director Chairman, 47,697 2.32%
10645 Winterwood Eaton Investments
Carmel, IN 46032 (investments)
Evans M. Harrell, 73 (3,6,7) Director Real estate developer 46,797 2.28%
551 N. St. Mary's Lane N.W.
Marietta, GA 30064-1441
Robert L. Lauth, Jr., 48 Director Chairman and CEO, 48,509 2.36%
(3,7,13) Lauth Property Group
9777 N. College Avenue (real estate
Indianapolis, IN 46280 development and
management)
James C. Lintzenich, 46 (8,12) Director Vice Chairman & 57,170 2.81%
30 South Meridian Street CEO, USA Group, Inc.
Indianapolis, IN 46207-7039 (student loan
administration and
servicing)
Edward G. McMahon, 73 (7) Director Owner and President, 63,982 3.12%
112 Mill Farm Road McMahon Enterprises,
Noblesville, IN 46060 Inc.
(investments)
2
<PAGE>
Shares and
Percent
Title of Position Principal Occupation Beneficially
Name and Age with Corporation for the Last Five Years Owned (1)
- ------------ ---------------- ----------------------- -------------
R.D. "Rusty" Richardson, 50 Director President, Richardson 42,687 2.08%
(3,7,9) Partners (real estate
1535 Prestwick Lane partnerships and
Carmel, IN 46032 investments)
Edward R. Schmidt, 52 (3,7,10) Director Executive Vice 37,594 1.83%
30 South Meridian Street President, General
Indianapolis, IN 46207-7039 Counsel and Secretary
of USA Group, Inc.
Donald F. Walter, 68 (3,7,11) Director, President and Chief 47,090 2.29%
423 Sycamore St., Suite 101 Chairman Executive Officer,
PO Box 906 Walter and Keenan
Niles, MI 49120 Financial Consulting
Co. (financial
consultants); Director
of National Standard
Company and CerProbe
Corp.
Directors and Executive Officers as a group (13) 589,674 25.19%
</TABLE>
(1) Based upon information provided to the Company by each director and
executive officer.
(2) Chris G. Batalis and Ike G. Batalis are brothers.
(3) Includes 2,730 shares of common stock issuable under options granted
pursuant to the Company's Incorporators' and Founders' Stock Option
Program.
(4) Includes 3,698 shares held by a custodian for Mr. Batalis' benefit in an
individual retirement account, and 16,494 shares issuable under options
granted pursuant to the Company's 1987 Stock Option and Stock Appreciation
Rights Plan and the 1991 Stock Option and Stock Appreciation Rights Plan.
Also includes 41,364 shares of common stock issued under options granted
pursuant to the Company's 1994 Stock Option and Stock Appreciation Rights
Plan.
(5) Includes 18,191 shares of common stock held jointly with Mr. Eaton's
spouse.
(6) Includes 2,829 shares of common stock held by Mr. Harrell's spouse with
respect to which he disclaims any beneficial interest.
(7) Includes 910 shares of common stock issuable under options granted pursuant
to the Company's 1987 Directors' Stock Option Plan, 1,213 shares issuable
under options granted pursuant to the 1991 Directors' Stock Option Plan,
and 16,978 shares issuable under options granted pursuant to the 1994
Directors' Stock Option Plan.
(8) Includes 53,899 shares of common stock by USA Group, Inc., a corporation of
which Mr. Lintzenich is a Director and the Chief Executive Officer, and
includes 1,330 shares of common stock which are held in equal amounts by
two minor children, with respect to which he disclaims any beneficial
interests.
(9) Includes 240 shares of common stock held in equal amounts for the benefit
of Mr. Richardson's minor son and daughter with respect to which he
disclaims any beneficial interest. Also includes 12,127 shares of common
stock held jointly with Mr. Richardson's spouse.
3
<PAGE>
(10) Includes 908 shares of common stock held by a custodian for Mr. Schmidt's
benefit in an individual retirement account.
(11) Includes 6,788 shares of common stock held by Donald F. Walter Financial
Consulting Co., of which Mr. Walter serves as the President and Chief
Executive Officer.
(12) Includes 1,821 shares of common stock issuable under options granted
pursuant to the 1994 Directors' Stock Option Plan.
(13) Includes 10,307 shares of common stock held jointly with Mr. Lauth's
spouse.
MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS AND
DIRECTORS FEES
Attendance at Meetings
During 1999, the Board of Directors of the Company held seven meetings.
All incumbent Directors attended 75% or more of the total number of 1999
meetings of the Board and of the Board committees to which they were appointed.
Committees
The Board of Directors of the Company has an Executive Committee, a
Nominating Committee and an Audit Committee. The members of the Executive
Committee are Terry L. Eaton, Chairman, Ike G. Batalis, Edward G. McMahon,
Edward R. Schmidt, and Donald F. Walter. The members of the Nominating Committee
are Robert L. Lauth, Jr., Chairman, Ike G. Batalis, Edward G. McMahon and R. D.
"Rusty" Richardson. The members of the Audit Committee are Evans M. Harrell,
Chairman, Chris G. Batalis and James C. Lintzenich. The Executive Committee acts
pursuant to the By-Laws of the Company and authorization of the Board of
Directors and approves or recommends to the Board compensation and employee
benefit matters. The Nominating Committee recommends prospective nominees for
election to the Boards of Directors of the Company and MetroBank ("Bank"), and
will consider shareholder recommendations for consideration as directors. These
recommendations should be forwarded by the shareholder to the Secretary of the
Company with biographical data about the recommended individual. The Audit
Committee performs the function of recommending the independent external
accountants, overseeing the work of the internal auditor and serving as liaison
to the Bank Audit Committee. The Executive Committee met four times in 1999. The
Nominating Committee met one time in 1999. The Audit Committee met three times
in 1999.
Director Compensation
In 1999, each director of the Company received an annual retainer of
$4,000 and a fee of $750 for each Board meeting attended. Directors of the
Company who also serve as directors of the Bank received an additional fee of
$375 for attending meetings of the Bank's Board. Members of the Company's
director committees receive $375 per meeting attended.
Executive officers of the Company and the Bank who serve as Directors do
not receive Directors fees, nor do they receive additional or separate
compensation from the Company for their Director service to the Company.
EXECUTIVE OFFICERS OF THE COMPANY
The executive officers of the Company are listed in the table below.
Each officer serves a term of office of one year or until the election and
qualification of his successor.
Name Age Office and Business Experience
- ---- --- ------------------------------
Ike G. Batalis 53 President and Chief Executive Officer of the
Company and Bank. Mr. Batalis has
4
<PAGE>
over thirty years of banking experience and served
as President and CEO of Wainwright Financial
Corporation prior to forming the Company.
Andrew E. Illyes 51 Executive Vice President and Senior Loan Officer of
Bank. Previously, he served as Community President
of Ameritrust National Bank, Central Indiana,
formerly American National Bank. Mr. Illyes has an
extensive bank lending background.
Gregory J. Murray 50 Executive Vice President - Commercial Lending of
Bank. Mr. Murray has over twenty-seven years of
banking experience. Prior to joining MetroBank, he
served as Senior Vice President of Union Planters
Bank, Indianapolis.
Charles V. Turean 47 Executive Vice President, Chief Financial Officer
and Secretary of the Company and Bank. Mr. Turean
has over twenty-five years of progressively
increasing financial responsibilities, including
fifteen years with banking institutions. Prior to
his current position, Mr. Turean was Senior Vice
President and Controller with Wainwright Financial
Corporation and served as Treasurer of Wainwright's
subsidiary insurance company. Mr. Turean is also a
certified public accountant.
EXECUTIVE COMPENSATION
The following table contains information with respect to cash
compensation paid by the Bank to any employee who served as an executive officer
of the Company or the Bank for the years ended December 31, 1999, 1998 and 1997,
and whose cash compensation exceeded $100,000 in 1999.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Annual Compensation Long Term Compensation
---------------------------------------- -----------------------
Securities
Name/Principal Other Annual Underlying
Position Year Salary Bonus Compensation ($) Options/SARs(#)
-------- ---- ------ ----- ---------------- ---------------
<S> <C> <C> <C> <C> <C>
Ike G. Batalis 1999 $130,050 $33,574 $27,289 4,725
President, CEO 1998 $127,500 $30,855 $22,353 4,420
1997 $125,000 $31,312 $19,898 5,336
Charles V. Turean 1999 $88,740 $18,336 $20,467 2,625
Executive Vice 1998 $87,000 $15,660 $16,885 2,888
President, CFO 1997 $83,000 $15,531 $14,154 3,032
</TABLE>
The following table provides information with respect to stock options
granted to or held by the Company's executive officers in 1999.
OPTION/SAR GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
Individual Grants
--------------------------------------------------------------------------
Number of % of Total Options
Securities Granted to
Underlying Options Employees in
Name Granted (#)(a) Fiscal Year Exercise Price Expiration Date
- ---- -------------- ----------- -------------- ---------------
<S> <C> <C> <C> <C> <C>
Ike G. Batalis 4,725 31.0% $7.140 12/30/2009
Charles V. Turean 2,625 17.3% $7.140 12/30/2009
</TABLE>
(a) Options are immediately exercisable. The exercise price of the option is
the market value of the common shares on the date of grant.
5
<PAGE>
Employment Agreements
The Company and the Bank have entered into written employment agreements
with Ike G. Batalis, Charles V. Turean, Gregory J. Murray, and Andrew E. Illyes.
Pursuant to such agreements, Mr. Batalis has been selected as a director and the
chief executive officer of the Company and the Bank, Messrs. Murray and Illyes
have been selected to serve as executive vice presidents and directors of the
Bank, and Mr. Turean has been selected to serve as executive vice president of
the Company and the Bank and a director of the Bank. Each of the executive
officers may terminate his respective employment agreement at will with 90 days'
prior written notice, for good reason (as defined in each employment agreement)
upon 30 days' prior written notice, or within 6 months of a change in control
(as defined in each employment agreement) of the Company. Such agreements
provide that upon termination of such executive officer's employment as a result
of a change in control of the Company or the Bank, he would be entitled to an
amount equivalent of 3 years' base salary in the case of Mr. Batalis, and 2
years' base salary for each of Mr. Turean and Mr. Murray and Mr. Illyes. Except
for these employment agreements, there are no other arrangements or
understandings between any of the directors or executive officers and any other
person according to which any of them has been selected for their respective
positions as directors or executive officers of the Company.
In connection with Mr. Batalis' employment agreement, the Board of
Directors of the Company adopted on December 10, 1992 an Incentive Plan, which
provides for the establishment of a fund in an amount equal to 4% of the net
total sale value of the Company (as defined in the Incentive Plan) in the event
of an acquisition of the Company. Upon consummation of an acquisition of the
Company, 75% of the amount in the fund shall be paid to the Chief Executive
Officer of the Company, currently Mr. Batalis, and the remainder shall be paid
to such other employees of the Company as determined by the Board of Directors
of the Company.
Thrift and Retirement Plan
Effective January 1, 1988, the Board of Directors of Company adopted the
MetroBanCorp Employees' Thrift and Retirement Plan ("Thrift Plan"). The Bank
adopted the Thrift Plan effective April 4, 1988. The Thrift Plan is funded by
contributions to Norwest Bank Indiana, N.A., in South Bend, Indiana, as Trustee.
Salary redirection or "401(k)" contributions are made by participants by
redirecting a portion of their compensation from the Bank to the Thrift Plan, on
a pre-tax basis, in an amount not less than 1 percent nor more than 10 percent
of their compensation. Matching contributions of up to 6 percent are made to the
Thrift Plan by the Bank and relate to the amount of salary contributions made by
each participant. For 1999, the Bank's matching contribution was 100 percent of
each participant's salary redirection for those participants who elect to make
salary redirection contributions of not less than 2 percent of compensation.
For an employee to be eligible to participate in the Thrift Plan, the
employee must have attained the age of 21 and have been credited with 1,000
hours of service for the Company or the Bank during the twelve-month period
commencing with the employee's date of hire. The portion of each participant's
account under the Thrift Plan attributable to the Bank's matching contribution
becomes fully vested after the completion of 5 years of service. Participants
are fully vested at all times in their salary redirection amounts. Benefits
under the Thrift Plan are distributable to participants or their beneficiaries
in a lump sum payment in cash or in kind. For the year ended December 31, 1999,
the Bank made $69,300 in matching contributions to the Thrift Plan.
Other Employee and Director Benefit Plans
In addition to the Thrift Plan, Company maintains other benefit plans
for its employees and directors, including the 1987 Stock Option and Stock
Appreciation Rights Plan of MetroBanCorp, the 1987 Directors' Stock Option Plan
of MetroBanCorp, the Incorporators' and Founders' Stock Option Program of
MetroBanCorp, the 1991 Stock Option and Stock Appreciation Rights Plan of
MetroBanCorp, the 1991 Directors' Stock Option Plan of MetroBanCorp, the 1994
Stock Option and Stock Appreciation Rights Plan of MetroBanCorp, the 1994
Directors' Stock Option Plan, and the MetroBanCorp Supplemental Executive
Retirement Plan.
6
<PAGE>
In connection with the organization of the Company and the Bank, the
Board of Directors adopted, and at their first meeting the shareholders of the
Company approved, the following stock option plans: (i) 1987 Stock Option and
Stock Appreciation Rights Plan of MetroBanCorp ("1987 Employee Plan"), (ii) 1987
Directors' Stock Option Plan of MetroBanCorp ("1987 Directors' Plan"), and (iii)
Incorporators' and Founders' Stock Option Program of MetroBanCorp
("Incorporators' and Founders' Plan") (collectively referred to herein as the
"1987 Plans").
Summary Description of 1987 Employee Plan
The 1987 Employee Plan provides for the award of incentive stock options
("ISOs"), within the meaning of Section 422 of the Internal Revenue Code of
1986, as amended ("Code"), non-qualified stock options ("NSOs") and stock
appreciation rights ("SARs") to officers and key employees of the Company and
its subsidiaries, including the Bank. As of April 18, 2000, options to acquire
13,224 shares (10,900 shares adjusted for the 1998 5%, 1999 10% and 2000 5%
stock dividends) of the Company common stock had been granted in the form of
NSOs to key employees and officers of the Company and the Bank. No ISOs have
been granted under the 1987 Employee Plan. A total of 18,191 shares (15,000
shares adjusted for the 1998 5%, 1999 10% and 2000 5% stock dividend) of the
Company common stock have been reserved for issuance under the 1987 Employee
Plan.
Summary Description of 1987 Directors' Plan
The 1987 Directors' Plan originally provided for the grant of NSOs to
individuals who serve as directors of the Company or the Bank, up to an
aggregate of 20,617 shares (17,000 shares adjusted for the 1998 5%, 1999 10% and
2000 5% stock dividends) of Company common stock. The 1987 Directors' Plan
originally provided for the grant of NSOs to acquire the Company common stock at
a price per share equal to the greater of $10.00 per share or the fair market
value of the stock on the date of grant. The 1987 Directors' Plan also provides
that outstanding options vest and become exercisable in increments of 303 shares
(250 shares adjusted for the 1998 5%, 1999 10% and 2000 5% stock dividends) at
December 31, 1988 and 121 shares (100 shares adjusted for the 1998 5%, 1999 10%
and 2000 5% stock dividends) at December 31st of each year thereafter through
1993, but only if such person is in service as a director as of a vesting date.
As of April 18, 2000, options to acquire 15,774 shares (13,000 shares adjusted
for the 1998 5%, 1999 10% and 2000 5% stock dividends) of the Company common
stock have been granted to directors of the Company and the Bank at an initial
option price of $10.00, and all of these options have vested as of December 31,
1999.
Summary Description of Incorporators' and Founders' Plan
Under the Incorporators' and Founders' Plan, the Company has granted to
each of the eleven incorporators of the Company options to acquire 303 shares
(250 shares adjusted for the 1998 5%, 1999 10% and 2000 5% stock dividends) of
the Company common stock, for an aggregate of 3,333 shares, at an initial option
price of $10.00 per share. In addition, the ten founders who advanced funds to
the Company for payment of organizational and other expenses have been granted
options to purchase an aggregate of 24,270 shares (20,000 shares adjusted for
the 1998 5%, 1999 10% and 2000 5% stock dividends) of the Company common stock
at the rate of one share for each $10.00 advanced to the Company at an initial
option price of $10.00 per share.
Repricing of Stock Options and Stock Appreciation Rights, Extension of Term of
Outstanding Options and Termination of 1987 Plans
In 1991, the 1987 Plans were amended to: (i) reprice the NSOs granted
under the 1987 Plans at a price of $5.57 per share ($6.75 per share adjusted for
the 1998 5%, 1999 10% and 2000 5% stock dividends), (ii) reprice each SAR
granted under the 1987 Employee Plan at $5.57 per share ($6.75 per share
adjusted for the 1998 5%, 1999 10% and 2000 5% stock dividends), and (iii)
extend, until December 31, 2000, the term of each option (and related SAR, in
the case of the 1987 Employee Plan) granted under the 1987 Plans. In addition,
the Board of Directors of the Company determined not to grant any new options or
SARs under the 1987 Employee Plan or any new NSOs under the 1987
7
<PAGE>
Directors' Plan, to terminate such plans with respect to the grant of new NSOs
and SARs thereunder, and to adopt new option plans for the employees and
directors of the Company and the Bank. In connection therewith, the 1987 Plans
were amended to provide that options and SARs granted thereunder which lapse or
otherwise terminate will not be made available for reissuance. All other terms
and conditions of the NSOs and SARs, as provided in the 1987 Plans and the stock
option agreements executed by the optionees under the 1987 Plans, remain in
effect.
Summary Description of 1991 Employee Plan
Company adopted, effective as of March 31, 1991, the 1991 Stock Option
and Stock Appreciation Rights Plan of MetroBanCorp ("1991 Employee Plan"). The
1991 Employee Plan provides for the granting of ISOs, within the meaning of
Section 422 of the Code, NSOs and SARs to officers and key employees of the
Company and its subsidiaries, including the Bank. ISOs and NSOs may be granted
with or without the SARs under the 1991 Employee Plan. With respect to options
granted in tandem with SARs in the event an optionee elects to exercise a SAR,
the underlying option or applicable portion thereof must be surrendered.
Underlying options will not be exercisable by an optionee to the extent they are
surrendered upon exercise of a related SAR.
Over the life of the 1991 Employee Plan, the Company is authorized to
issue 24,255 shares (20,000 shares adjusted for the 1998 5%, 1999 10% and 2000
5% stock dividends) of its common stock pursuant to the exercise of ISOs, NSOs
and SARs. This maximum is subject to adjustment for any future stock dividends,
splits, combinations or other changes in capitalization as described in the plan
document. The 1991 Employee Plan will terminate on March 30, 2001, but the
Company's Board of Directors retains the right to amend, modify, suspend or
discontinue the 1991 Employee Plan.
NSOs granted under the 1991 Employee Plan may be exercisable at a price
established by the committee which administers the plan. ISOs may be exercisable
only at a price which is not less than the fair market value of the stock on the
date of grant. As of April 18, 2000, options for 18,919 shares (15,600 shares
adjusted for the 1998 5%, 1999 10% and 2000 5% stock dividends) of common stock
have been granted, in the form of NSOs, under the 1991 Employee Plan at an
exercise price of $5.57 per share ($6.75 per share adjusted for the 1998 5%,
1999 10% and 2000 5% stock dividends).
Summary Description of 1991 Directors' Plan
Company adopted the 1991 Directors' Stock Option Plan of MetroBanCorp
("1991 Directors' Plan") effective as of March 31, 1991. The 11 individuals who
constituted the members of the Board of Directors of the Company on May 1, 1991
received grants of NSOs and the 15 individuals who constituted the members of
the Board of Directors of the Bank on May 1, 1991 received grants of NSOs under
the 1991 Directors' Plan. Members of the Board of Directors of the Company who
are also directors of the Bank may not receive grants of options in both
capacities. With respect to Bank directors, however, options may be re-granted
if they have been forfeited or if the shares to which they relate remain
unpurchased upon expiration or termination of the option.
Over the life of the 1991 Directors' Plan, the Company is authorized to
issue 19,404 shares (16,000 shares adjusted for the 1998 5%, 1999 10% and 2000
5% stock dividends) of its common stock pursuant to the exercise of options
thereunder. Of this number, 13,340 shares (11,000 shares adjusted for the 1998
5%, 1999 10% and 2000 5% stock dividends) are reserved for issuance pursuant to
the exercise of options by members of the Board of Directors of the Company and
6,064 shares (5,000 shares adjusted for the 1998 5%, 1999 10% and 2000 5% stock
dividends) are reserved for issuance pursuant to the exercise of options granted
to the members of the Board of Directors of the Bank. The aggregate maximum is
subject to adjustment for any future stock dividends, splits, combinations or
other changes in capitalization as described in the plan document. The 1991
Directors' Plan will terminate on March 30, 2001, but the Board of Directors of
Company retains the right to suspend, terminate or amend the 1991 Directors'
Plan at any time.
For members of the Board of Directors of the Bank, options will vest in
each optionee and become exercisable commencing December 31, 1991 and,
thereafter, on the last day of each calendar year in which the director is a
member of the Board of Directors of the Bank in accordance with the following
schedule:
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Percentage of Option Shares Vesting Each Year
Calendar Year of Service Ended -----------------
------------------------------
December 31, 1991 20%
December 31, 1992 20%
December 31, 1993 20%
December 31, 1994 20%
December 31, 1995 20%
Options granted under the 1991 Directors' Plan to members of the Board
of Directors of the Company will fully vest and become exercisable on and after
the date of grant. At April 18, 2000, options to acquire 10,917 shares (9,000
shares adjusted for the 1998 5%, 1999 10% and 2000 5% stock dividends) were
outstanding and vested to directors of the Company, and options to acquire 3,035
shares (2,500 shares adjusted for the 1998 5%, 1999 10% and 2000 5% stock
dividends) were outstanding and vested to directors of the Bank. The exercise
price for all of these outstanding options was $5.57 per share ($6.75 per share
adjusted for the 1998 5%, 1999 10% and 2000 5% stock dividends).
Summary Description of 1994 Stock Option and Stock Appreciation Rights Plan
The Company adopted, effective as of April 28, 1994, the 1994 Stock
Option and Stock Option Appreciation Rights Plan of MetroBanCorp ("1994 Employee
Plan"), which provides for the granting of ISOs, NSOs, and SARs to officers and
key employees of the Company and the Bank. As of April 18, 2000, options to
acquire 55,064 shares have been granted, in the form of NSOs, to officers and
key employees of the Company and the Bank, at an option price ranging from $4.12
to $8.55 per share ($5.00 to $9.875 adjusted for the 1998 5%, 1999 10% and 2000
5% stock dividends) (which price was equal to the per share fair market value of
the common stock on the date on which the options were granted). Also, as of
April 18, 2000, options to acquire 23,888 shares have been granted in the form
of ISOs to officers of the Company and the Bank, at an option price ranging from
$7.14 to $8.55 per share (adjusted for the 1998 5%, 1999 10% and 2000 5% stock
dividends) (which price was equal to the per share fair market value of the
common stock on the date on which the options were granted). The shareholders of
the Company approved an increase of 60,638 shares (50,000 shares adjusted for
the 1998 5%, 1999 10% and 2000 5% stock dividends) of common stock available for
issuance under the 1994 Employee Plan at the 1996 annual meeting. As a result, a
total of 89,744 shares (74,000 shares adjusted for the 1998 5%, 1999 10% and
2000 5% stock dividends) of the Company's common stock have been reserved for
issuance under the 1994 Employee Plan.
Summary Description of 1994 Directors' Stock Option Plan
The 1994 Directors' Stock Option Plan of MetroBanCorp ("1994 Directors'
Plan"), adopted effective as of April 28, 1994, provides for the granting of
NSOs to directors of the Company. As of April 18, 2000, options to acquire
228,004 shares (188,000 shares adjusted for the 1998 5%, 1999 10% and 2000 5%
stock dividends) of the Company common stock have been granted, in the form of
NSOs, to directors of the Company at an option price ranging from $5.05 to $8.55
per share ($6.125 and $9.875 per share adjusted for the 1998 5%, 1999 10% and
2000 5% stock dividends) (which price was equal to the per share fair market
value of the common stock on the date on which the options were granted). The
shareholders of the Company approved an increase of 215,263 shares (177,500
shares adjusted for the 1998 5%, 1999 10% and 2000 5% stock dividends) of common
stock available for issuance under the 1994 Directors' Plan at the 1996 annual
meeting. A total of 60,638 shares (50,000 shares adjusted for the 1998 5%, 1999
10% and 2000 5% stock dividends) of the Company's common stock have been
reserved for issuance under the 1994 Directors' Plan.
Summary Description of Supplemental Executive Retirement Plan
Effective January 1, 1993, the Board of Directors adopted the
MetroBanCorp Supplemental Executive Retirement Plan ("SERP"), an unfunded,
non-qualified deferred compensation plan, for certain key managerial
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<PAGE>
employees of the Company. The Company has also entered into a Trust Agreement
with Norwest Bank Indiana, N.A. ("Trust") to pay benefits due under the SERP.
The SERP and Trust are designed to allow participants to defer a portion of
their compensation in addition to their deferrals under the Thrift Plan and to
provide a vehicle for the holding and investment of such deferrals until a
distributable event occurs under the SERP. Participants in the SERP may not make
deferrals in any year unless they have made the maximum deferral allowable under
the Thrift Plan. The maximum deferral a participant may make for a year under
the SERP and the Thrift Plan is 25 percent of compensation. The SERP also allows
the Company to make discretionary contributions which match a portion of a
participant's deferrals and to make supplemental contributions under the SERP.
All contributions to the Trust and any earnings thereon are subject to the
claims of the Company's creditors. A participant's benefit under the SERP is
distributable within 30 days of the participant's termination of employment with
the Company for any reason and is equal to the amount of annual compensation
deferred by such participant and any employer contributions plus any earnings
thereon. The participant benefits by a deferral of recognition of income to the
extent of the amount deferred, the extent of employer contributions and the
extent of earnings on such contributions. The Company must also postpone its tax
deductions with respect to the amounts deferred until they are recognized by the
participant. Under applicable law, employees who qualify for participation under
the SERP must be limited to individuals who are members of a select group of
management or who are highly compensated employees. The current participants in
the SERP are Ike G. Batalis, Charles V. Turean, Gregory J. Murray, and Andrew E.
Illyes. For the year ended December 31, 1999, the Bank made $28,100 matching
contributions to the SERP.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Certain directors of the Company and the companies with which they are
affiliated, and certain principal officers of the Bank, are customers of, and
have banking transactions with, the Bank in the ordinary course of business. All
such loans and commitment for loans included in such transactions have been made
on substantially the same terms, including interest rates and collateral, as
those prevailing at the time for comparable transactions with unrelated persons
and, in the opinion of management, did not involve more than a normal risk of
collectibility or present other unfavorable features.
Loan transactions with directors and their affiliates and principal
officers of the Company for 1999 were as follows (dollars in thousands):
Balance at Beginning of Year $ 1,326
Loans Made 561
Loans Repaid (775)
--------
Balance at End of Year $ 1,112
========
Deposits held for directors and their affiliates and principal officers
of the Company as of December 31, 1999 were $4.4 million.
Certain directors and the companies with which they are affiliated also
provide services to the Company. The Company conducts business with these
affiliated companies for advertising and public relations, legal services and
leasing office space.
Payments made to director-affiliated companies are as follows (dollars
in thousands):
1999 1998 1997
---- ---- ----
Advertising & Public Relations $212 $178 $208
Lease Payments - 2 11
Legal Services 7 6 7
---- ---- ----
Total $219 $186 $226
==== ==== ====
The Bank purchased student loans from a company of which certain
executive officers serve as directors of the Company and the Bank. The loans are
serviced by and guaranteed by the seller. Loan servicing fees paid to the seller
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<PAGE>
were $31,000, $37,000 and $63,000 in 1999, 1998 and 1997, respectively. The
loans are purchased on the same terms as those offered by the seller to other
institutions. There were no purchases of student loans in 1999, 1998 or 1997. In
1999 and 1998, the Bank sold $32,000 and $3.5 million respectively, of student
loans back to the seller.
PRINCIPAL SHAREHOLDERS
The following table contains certain information concerning persons,
other than directors of the Company, who to the knowledge of the Company may be
deemed to beneficially own as of December 31, 1999 more than 5% of the Company's
outstanding shares of common stock.
Name and Address of Amount and Nature of Percent of
Beneficial Owner Beneficial Ownership Class
---------------- -------------------- ----------
Mary Morris Leighton and
Judd C. Leighton (1) 486,313 23.89%
211 West Washington Avenue
Suite 2400
South Bend, Indiana 46601
John Hancock Advisers, Inc. (2) 145,130 7.14%
101 Huntington Avenue
Boston, Massachusetts 02199-7603
(1) Mary Morris Leighton and Judd C. Leighton are husband and wife. Mrs.
Leighton disclaims beneficial ownership of 271,049 shares of common stock
beneficially owned by her husband. Shares held by Mr. Leighton include
2,427 shares of common stock issuable under options granted pursuant to the
Company's Incorporators' and Founders' Stock Option Program.
(2) John Hancock Advisers, Inc., a wholly owned subsidiary of John Hancock
Mutual Life Insurance Company, beneficially own these shares of common
stock. 57,849 shares are held by the John Hancock Bank & Thrift Opportunity
Fund, a closed-end diversified management company registered under Section
8 of the Investment Company Act. 87,281 shares are held by the John Hancock
Regional Bank Fund, an open-end diversified management company registered
under Section 8 of the Investment Company Act.
-----------------------------
PROPOSAL TO AMEND THE 1994 DIRECTORS' STOCK OPTION PLAN OF METROBANCORP
The 1994 Directors' Stock Option Plan of MetroBanCorp ("1994 Directors'
Plan"), adopted effective as of April 28, 1994 and most recently amended
effective as of February 8, 1999, provided for the granting of NSOs to directors
of Metro and the Bank to promote the growth and prosperity of Metro and the
Bank. As of April 18, 2000, a total of 275,901 shares of Metro's common stock
will have been reserved for issuance under the 1994 Directors' Plan, of which
213,462 shares had been made the subject of option grants as of that date.
The Board of Directors has determined that it would be appropriate,
subject to the approval of the shareholders of Metro, to amend the 1994
Directors' Plan to: (i) reserve an additional 217,500 shares of Metro common
stock for issuance under the plan, and (ii) add a cashless exercise feature for
payment of the exercise price of options granted under the plan.
In general, a cashless exercise feature allows an optionee to exercise
an option through a same day sale or margin commitment from the optionee and a
broker-dealer where, respectively, the optionee elects to sell a portion of the
Metro stock purchased to pay the option price or to pledge the shares purchased
to the broker-dealer as security for a loan from the broker-dealer the proceeds
of which were used by the optionee to pay the option price.
The Board of Directors of Metro has amended the 1994 Directors' Plan to
provide for these changes. In connection with the increase in the number of
shares issuable on the exercise of options granted under the 1994 Directors'
Plan to reflect the reservation of 217,500 additional shares of Metro common
stock, the increase would
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<PAGE>
result in an increase in the number of shares reserved for issuance from 275,901
to 493,401 shares. 187,500 of the 217,500 newly reserved shares of Metro common
stock have been reserved for issuance specifically to members of the Board of
Directors of Metro pursuant to the exercise of options granted commencing in
calendar year 2002 and for the following four consecutive years at the rate of
3,750 options per director per year. 30,000 shares have been reserved for
issuance to the Bank Directors pursuant to the exercise of options granted
commencing in calendar year 2002 and for the following four consecutive years at
the rate of 600 options per director per year. All other provisions of the 1994
Directors' Plan, as provided in the plan document, shall remain the same.
Recommendation
The Board of Directors of Metro recommends a vote "FOR" approval to
amend the 1994 Directors' Stock Option Plan of MetroBanCorp to provide for these
changes.
PROPOSAL TO AMEND THE 1994 STOCK OPTION AND STOCK APPRECIATION RIGHTS PLAN OF
METROBANCORP
The 1994 Stock Option and Stock Appreciation Rights Plan of MetroBanCorp
("1994 Employee Plan"), adopted effective as of April 28, 1994 and most recently
amended effective as of February 8, 1999, provided for the granting of ISOs,
NSOs and SARs to the officers and key employees of Metro to promote the growth
and prosperity of Metro and Bank. As of April 18, 2000, a total of 89,744 shares
of Metro's common stock had been reserved for issuance under the 1994 Employee
Plan, of which 78,952 shares had been made the subject of option grants.
The Board of Directors has determined that it would be appropriate,
subject to the approval of the shareholders of Metro, to amend the 1994 Employee
Plan to: (i) reserve an additional 50,000 shares of Metro common stock for
issuance under the plan, (ii) add a cashless exercise feature for payment of the
exercise price of options granted under the plan, and (iii) add an automatic
reload feature to the plan in the case of NSOs.
In general, an automatic reload feature provides that if a participant
exercises an NSO and pays all or a portion of the exercise price in shares in
Metro common stock, such participant is issued a new NSO to purchase additional
shares equal to the number of shares surrendered to Metro in such payment. Such
new NSO is required to have an exercise price equal to the per share fair market
value of Metro stock on the date the NSO is granted, be exercisable six months
from the date of grant and expire on the same date as the original option.
Any shares sold in the exercise of an ISO through the cashless exercise
feature will constitute a disqualifying disposition of the shares. On such a
disqualifying disposition, the optionee must recognize,, as compensation, the
difference between the exercise price for the shares and the proceeds from the
sale of the shares. In this case, Metro would be entitled to a tax deduction, as
a compensation expense, equal to the amount of income recognized by the
optionee.
The Board of Directors of Metro has amended the 1994 Employee Plan to
provide for these changes. In connection with the increase in the number of
shares issuable upon the exercise of options granted under the 1994 Employee
Plan to reflect the reservation of 50,000 additional shares of Metro common
stock for issuance thereunder, the increase would result in an increase in the
number of shares reserved for issuance from 89,744 shares to 139,744 shares. All
other terms and conditions of the 1994 Employee Plan, as provided in the plan
document, remain in effect.
Recommendation
--------------
The Board of Directors of Metro recommends a vote "FOR" approval to
amend the 1994 Stock Option and Stock Appreciation Rights Plan of MetroBanCorp
to provide for these changes.
INDEPENDENT PUBLIC ACCOUNTANTS
Arthur Andersen LLP continues to serve as independent public accountants
for the Corporation. As of the proxy mailing date, the Audit Committee has not
yet considered the appointment of independent public accountants for
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<PAGE>
the year ended December 31, 2000. The Audit Committee expects to make a
recommendation to the Board following the Audit Committee's May, 2000 meeting.
Representatives of Arthur Andersen LLP will be present at the Annual Meeting,
will have the opportunity to make a statement if they desire to do so and will
be available to respond to appropriate questions
SHAREHOLDER PROPOSALS
Any proposals which shareholders desire to present at the 2001 Annual
Meeting of Shareholders must be received by the Company at its principal
executive office on or before November 30, 2000, to be considered for inclusion
in the Company's proxy material for that meeting. Any such proposals should be
sent to the attention of Charles V. Turean, Secretary, MetroBanCorp, P.O. Box
80451, Indianapolis, Indiana 46280-0451.
ANNUAL REPORT
Upon written request, the Company will provide without charge to each
shareholder who does not otherwise receive a copy of the Company's Annual Report
to Shareholders a copy of the Company's Annual Report on Form 10-KSB which is
required to be filed with the Securities and Exchange Commission. Requests
should be directed to: Charles V. Turean, Executive Vice President,
MetroBanCorp, P.O. Box 80451, Indianapolis, Indiana 46280-0451.
VOTE REQUIRED
The nominees for election as directors of the Company named in this
Proxy Statement will be elected by a plurality of the votes cast. Action on the
other items or matters to be presented at the meeting will be approved (assuming
a quorum is present) if the votes cast in favor of the action exceed the votes
cast opposing the action. Abstentions or broker non-votes will not be voted for
or against any items or other matters presented at the meeting. Abstentions will
be counted for purposes of determining the presence of a quorum at the annual
meeting, but broker non-votes will not be counted for quorum purposes if the
broker has failed to vote as to all matters.
OTHER MATTERS
The Annual Meeting is called for the purposes set forth in the attached
Notice of Annual Meeting of Shareholders. The Board of Directors of the Company
does not know of any matters requiring action on the part of shareholders at the
Annual Meeting other than those described in the Notice. However, execution and
delivery of the enclosed proxy will confer discretionary authority upon the
named proxies with respect to any matters which are not presently known to the
Board of Directors and which may properly come before the Annual Meeting. It is
the intention of the persons named in the proxy to vote pursuant to the proxy
with respect to such matters in accordance with their best judgment.
By Order of the Board of Directors
/s/ CHARLES V. TUREAN
CHARLES V. TUREAN
Secretary
Date: April 18, 2000
Indianapolis, Indiana
<PAGE>
PROXY METROBANCORP
10333 North Meridian Street, Suite 111
Indianapolis, Indiana 46290
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoint(s) Ike G. Batalis, Terry L. Eaton, and
Donald F. Walter, and each of them, as Proxies of the undersigned, each with the
power of substitution and re-substitution, and authorizes each of them to
represent and to vote, as designated below, all of the shares of common stock of
MetroBanCorp held of record by the undersigned on March 31, 2000, and which the
undersigned would be entitled to vote at the Annual Meeting of Shareholders, to
be held on Thursday, May 18, 2000, and any adjournment thereof, with all of the
powers the undersigned would have if personally present.
1. Election of Directors:
___ FOR the election of all nominees listed below (except as marked to the
contrary).
___ WITHHOLD AUTHORITY to vote for all nominees listed below.
Chris G. Batalis Evans M. Harrell Edward G. McMahon Donald F. Walter
Ike G. Batalis Robert L. Lauth, Jr. R. D. "Rusty" Richardson
Terry L. Eaton James C. Lintzenich Edward R. Schmidt
TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, PLACE A LINE
THROUGH THE NAME OF THAT NOMINEE.
2. Amend 1994 Directors' Stock Option Plan
Approve the amendment to the 1994 Directors' Stock Option Plan of
MetroBanCorp to: (i) reserve an additional 217,500 shares of Metro common
stock for issuance under the Plan, and (ii) provide for a cashless exercise
option for payment of stock under the Plan.
_____ FOR _____ AGAINST _____ ABSTAIN
(continued on other side)
(continued from other side)
3. Amend 1994 Stock Option and Stock Appreciation Rights Plan
Approve the amendment to the 1994 Stock Option and Stock Appreciation
Rights Plan of MetroBanCorp to: (i) reserve an additional 50,000 shares of
Metro common stock for issuance under the Plan, (ii) provide for a cashless
exercise option for payment of stock under the Plan, and (iii) provide for
an automatic reload provision under the Plan.
_____ FOR _____ AGAINST _____ ABSTAIN
4. In their discretion, on such other business as may properly come before the
Annual Meeting and any adjournment thereof.
THIS PROXY WILL BE VOTED AS DIRECTED, BUT IF NOT OTHERWISE DIRECTED, THIS PROXY
WILL BE VOTED "FOR" EACH ITEM LISTED ABOVE. ON ANY OTHER MATTERS THAT MAY
PROPERLY COME BEFORE THE ANNUAL MEETING, THIS PROXY WILL BE VOTED IN ACCORDANCE
WITH THE BEST JUDGMENT OF THE ABOVE-NAMED PROXIES.
_______________________________
(Signature of Shareholder)
(Place label with # of shares here)
_______________________________
(Signature of Shareholer)
DATE_____________________, 2000
Joint owners should each sign personally. Trustees and others signing in a
representative capacity should indicate the capacity in which they sign.
Sign exactly as your name appears on your stock certificates.
