<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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 Rule 14a-11(c) or Rule 14a-12
SANDY SPRING BANCORP, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):[X] No fee required. [_]
Fee computed on table below per Exchange Act Rules 14a-6(i)(4) 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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(4) Proposed maximum aggregate value of transaction:
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(5) Total Fee Paid:
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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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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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<PAGE>
____________________________________________________________
SANDY SPRING BANCORP, INC.
17801 Georgia Avenue
Olney, Maryland 20832
(301) 774-6400
March 17, 2000
Dear Shareholder:
We invite you to attend the 2000 Annual Meeting of Shareholders of
Sandy Spring Bancorp, Inc. to be held at the Indian Spring Country Club, 13501
Layhill Road, Silver Spring, Maryland on Tuesday, April 18, 2000, at 3:00 p.m.
The enclosed Notice of Annual Meeting and Proxy Statement describe the
formal business to be transacted at the Annual Meeting. Also enclosed is the
Annual Report showing the results for 1999.
YOUR VOTE IS IMPORTANT. On behalf of the Board of Directors, we urge
----------------------
you to sign, date, and return the enclosed proxy as soon as possible, even if
you currently plan to attend the Annual Meeting. This will not prevent you from
voting in person, but will assure that your vote is counted if you are unable to
attend the Annual Meeting.
If you have any questions, please call Ronald E. Kuykendall, Corporate
Secretary, at (301) 774-6400.
Thank you for the cooperation and continuing support you have given
this institution.
Sincerely,
/s/ Hunter R. Hollar
Hunter R. Hollar
President and Chief Executive Officer
___________________________________________________________
<PAGE>
SANDY SPRING BANCORP, INC.
17801 GEORGIA AVENUE
OLNEY, MARYLAND 20832
(301) 774-6400
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON APRIL 18, 2000
NOTICE IS HEREBY GIVEN that the 2000 Annual Meeting of Shareholders
(the "Annual Meeting") of Sandy Spring Bancorp, Inc. ("Bancorp") will be held on
Tuesday, April 18, 2000, at 3:00 p.m. Eastern Time at the Indian Spring Country
Club, 13501 Layhill Road, Silver Spring, Maryland.
A Proxy and a Proxy Statement for the Annual Meeting and the 1999
Annual Report to Shareholders are enclosed.
The Annual Meeting is for the purpose of considering and acting upon:
(1) The election of four directors of Bancorp; and
(2) Such other business as may properly come before the Annual
Meeting or any adjournments thereof.
NOTE: The Board of Directors is not aware of any other business to
come before the Annual Meeting.
The Board of Directors has fixed the close of business on March 6,
2000, as the record date for determination of the shareholders entitled to vote
at the Annual Meeting. Only holders of record of Bancorp's Common Stock at the
close of business on that date will be entitled to notice of and to vote at the
Annual Meeting or any adjournments thereof.
In the event that there are not sufficient votes to conduct the
election of directors or to approve other business properly before the Annual
Meeting, the Annual Meeting may be adjourned in order to permit further
solicitation of proxies by Bancorp.
You are requested to fill in and sign the enclosed form of proxy, which
is solicited by the Board of Directors, and to mail it in the enclosed envelope.
The proxy will not be used if you attend and choose to vote in person at the
Annual Meeting.
By Order of the Board of Directors
/s/ Ronald E. Kuykendall
Ronald E. Kuykendall
Corporate Secretary
Olney, Maryland
March 17, 2000
IT IS IMPORTANT THAT THE PROXIES BE RETURNED PROMPTLY. WHETHER OR NOT YOU PLAN
TO BE PRESENT IN PERSON AT THE ANNUAL MEETING, PLEASE SIGN, DATE, AND COMPLETE
THE ENCLOSED PROXY AND RETURN IT IN THE ENCLOSED ENVELOPE. NO POSTAGE IS
REQUIRED IF THIS ENVELOPE IS MAILED IN THE UNITED STATES.
<PAGE>
SANDY SPRING BANCORP, INC.
17801 Georgia Avenue
Olney, Maryland 20832
(301) 774-6400
____________________
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
April 18, 2000
____________________
Solicitation, Voting, and Revocability of Proxies
This Proxy Statement is furnished in connection with the solicitation
of proxies by the Board of Directors of Sandy Spring Bancorp, Inc. ("Bancorp")
to be used at the 2000 Annual Meeting of Shareholders, to be held on Tuesday,
April 18, 2000, at 3:00 p.m. Eastern Time at the Indian Spring Country Club,
13501 Layhill Road, Silver Spring, Maryland. The accompanying Notice of Annual
Meeting and form of proxy and this Proxy Statement are being first mailed on or
about March 17, 2000 to shareholders of record as of the close of business on
March 6, 2000.
If the enclosed form of proxy is properly executed and returned to
Bancorp in time to be voted at the Annual Meeting, the shares represented by it
will be voted in accordance with the instructions marked on the form. Executed
but unmarked proxies will be voted FOR Proposal 1 to elect the four nominees of
Bancorp's Board of Directors as directors. Proxies marked as abstentions and
shares held in street name that have been designated by brokers on proxies as
not voted will not be counted as votes cast, but will be counted for purposes of
determining a quorum at the Annual Meeting. Bancorp does not know of any other
matters that are to come before the Annual Meeting except for incidental,
procedural matters. If any other matters are properly brought before the Annual
Meeting, the persons named in the accompanying proxy will vote the shares
represented by each proxy on such matters as determined by a majority of the
Board of Directors.
The presence of a shareholder at the Annual Meeting will not
automatically revoke that shareholder's proxy. However, shareholders may revoke
a proxy at any time prior to its exercise by filing with the Corporate Secretary
of Bancorp, Ronald E. Kuykendall, a written notice of revocation; by delivering
to Bancorp a duly executed proxy bearing a later date; or by attending the
Annual Meeting and voting in person.
The cost of soliciting proxies will be borne by Bancorp. In addition to
the solicitation of proxies by mail, Bancorp also may solicit proxies personally
or by telephone or telegraph through its directors, officers and regular
employees. Bancorp also will request persons, firms, and corporations holding
shares in their names or in the name of nominees that are beneficially owned by
others to send proxy materials to and obtain proxies from those beneficial
owners and will reimburse the holders for their reasonable expenses in doing so.
The securities that can be voted at the Annual Meeting consist of
shares of common stock, par value $1.00 per share, (the "Common Stock") of
Bancorp. Each share entitles its owner to one vote on all matters. The close of
business on March 6, 2000 has been fixed by the Board of Directors as the record
date for determination of shareholders entitled to vote at the Annual Meeting;
there were approximately 2,400 record holders of the Common Stock as of that
record date. The number of shares outstanding on March 6, 2000 was 9,619,975 The
presence, in person or by proxy, of at least a majority of the total number of
outstanding shares of Common Stock is necessary to constitute a quorum at the
Annual Meeting.
A copy of the Annual Report to Shareholders for the year ended December
31, 1999 accompanies this Proxy Statement. Bancorp is required to file an Annual
Report on Form 10-K for its year ended December 31, 1999 with the Securities and
Exchange Commission ("SEC"). Shareholders may obtain, free of charge, a copy of
this Annual Report on Form 10-K by writing Ronald E. Kuykendall, Corporate
Secretary, at Sandy Spring Bancorp, Inc., 17801 Georgia Avenue, Olney, Maryland
20832.
1
<PAGE>
Stock Ownership of Management
The following table sets forth information as of March 6, 2000, with
respect to the shares of Common Stock beneficially owned by each director
continuing in office and nominee for director of Bancorp, by certain executive
officers of Bancorp and by all directors and executive officers of Bancorp as a
group. This information is based upon the most recent report of beneficial
ownership of securities filed with the Securities and Exchange Commission. To
the knowledge of management, no person beneficially owns more than 5% of the
outstanding shares of Common Stock.
<TABLE>
<CAPTION>
Amount and Percentage of Trust Percentage of
Nature of Beneficial Common Stock Preferred Trust Preferred
Name Ownership/(1)(2)(3)/ Outstanding Securities/(4)/ Securities Outstanding
---- -------------------- ----------- --------------- ----------------------
<S> <C> <C> <C> <C>
John Chirtea 20,042 * *
Susan D. Goff 449 * *
Solomon Graham 4,895 * *
Gilbert L. Hardesty 2,600 * *
Joyce R. Hawkins 34,988 * 7,000 *
Hunter R. Hollar 52,206 * *
Thomas O. Keech 70,301 * 400 *
Charles F. Mess 6,083 * *
Robert L. Mitchell 11,000 * *
Robert L. Orndorff, Jr. 108,025 1.12% 3,500 *
David E. Rippeon 7,794 * *
Lewis R. Schumann 57,756 * 347 *
W. Drew Stabler 34,991 * *
James H. Langmead 14,374 * *
Lawrence T. Lewis 27,861 * 1,000 *
Frank H. Small 13,564 * *
Stanley L. Merson 28,577 * *
All directors and executive officers
as a group (20 persons) 519,854 5.34% 12,247 *
</TABLE>
* Less than 1%.
(1) Under the rules of the SEC, an individual is considered to
"beneficially own" any share of Common Stock which he or she, directly
or indirectly, through any contract, arrangement, understanding,
relationship, or otherwise, has or shares: (1) voting power, which
includes the power to vote, or to direct the voting of, such security;
and/or (2) investment power, which includes the power to dispose, or to
direct the disposition, of such security. In addition, an individual is
deemed to be the beneficial owner of any share of Common Stock of which
he or she has the right to acquire voting or investment power within 60
days of March 6, 2000. Includes 106,470 shares of Common Stock subject
to outstanding options which are exercisable within 60 days of March 6,
2000, of which Hunter R. Hollar, James H. Langmead, Lawrence T. Lewis,
Frank H. Small, and Stanley L. Merson ("Named Executive Officers") hold
options to purchase 43,534 shares, 12,000 shares, 8,500 shares, 9,000
shares, and 21,034 shares of Common Stock, respectively. Executive
officers who are not Named Executive Officers hold options for 12,402
shares. Also includes 495 shares, 1,433 shares, 642 shares, 1,564
shares, and 2,791 shares of Common Stock owned by Mr. Hollar, Mr.
Langmead, Mr. Lewis, Mr. Small, and Mr. Merson, respectively, and 6,696
shares of Common Stock owned by executive officers who are not Named
Executive Officers, as participants in Bancorp's Cash and Deferred
Profit Sharing Plan.
(2) Includes shares owned directly by directors and executive officers of
Bancorp as well as shares held by their spouses and minor children and
trusts of which certain directors are trustees. Also includes 51,656
shares held by a trust for which Mr. Schumann is trustee, but in which
he has no pecuniary interest.
(3) Fractional shares resulting from participation in the dividend
reinvestment plan have been rounded to the nearest whole share.
(4) 9.375% Cumulative Trust Preferred Securities issued by Sandy Spring
Capital Trust I, a wholly owned subsidiary of Bancorp.
2
<PAGE>
Election of Directors
(Proposal 1)
The Board of Directors has set the total number of directors at
thirteen, in accordance with Bancorp's Articles of Incorporation and Bylaws.
Bancorp's Articles of Incorporation divide the directors into three classes, as
nearly equal in number as possible. In general, the term of office of only one
class of directors expires in each year, and their successors are elected for
terms of three years and until their successors are elected and qualified. At
the Annual Meeting a total of four director-nominees will be elected for
three-year terms. With respect to the election of directors, each shareholder of
record on the record date is entitled to one vote for each share of Common Stock
held. A plurality of all the votes cast at the Annual Meeting will be sufficient
to elect a nominee as a director.
Information as to Nominees and Continuing Directors
The following table sets forth the names of the Board of Directors'
four nominees for election as directors. Also shown is certain other
information, some of which has been obtained from Bancorp's records and some of
which has been supplied by the nominees and continuing directors, with respect
to their principal occupations during the past five years, their ages at
December 31, 1999, the periods during which they have served as directors, and
the positions they currently hold with Bancorp. It is the intention of the
persons named in the proxy to vote the shares represented by each properly
executed proxy for the election as directors of the four nominees listed below
for terms of three years, unless otherwise directed by the shareholder. The
Board of Directors believes that each of the nominees will stand for election
and will serve if elected as director. If any person nominated by the Board of
Directors fails to stand for election or is unable to accept election, the
proxies will be voted for the election of such other person or persons as the
Board of Directors may recommend.
The Board of Directors recommends a vote "FOR" each of the nominees
named below as a director of Bancorp.
<TABLE>
<CAPTION>
Member Term
Position(s) Held of Board Currently
Name Age With Bancorp Since/(1)/ Expires
---- --- --------------- ------------- -------
<S> <C> <C> <C> <C>
Director-Nominees for Terms to Expire
at the 2003 Annual Meeting
Susan D. Goff 54 Director 1994 2000
Robert L. Mitchell 63 Director 1991 2000
Robert L. Orndorff, Jr. 43 Director 1991 2000
David E. Rippeon 50 Director 1997 2000
Continuing Directors
Solomon Graham 56 Director 1994 2001
Gilbert L. Hardesty 59 Director 1997 2001
Charles F. Mess 61 Director 1987 2001
Lewis R. Schumann 56 Director 1994 2001
W. Drew Stabler 62 Chairman of the 1986 2001
Board of Directors
</TABLE>
3
<PAGE>
<TABLE>
<CAPTION>
Member Term
Position(s) Held of Board Currently
Name Age With Bancorp Since/(1)/ Expires
---- --- --------------- ------------- -------
<S> <C> <C> <C> <C>
Continuing Directors
(continued)
John Chirtea 62 Director 1990 2002
Joyce R. Hawkins 66 Director 1995 2002
Hunter R. Hollar 51 President, Chief 1990 2002
Executive Officer and
Director
Thomas O. Keech 66 Director 1995 2002
</TABLE>
(1) The Boards of Directors of Bancorp and its principal subsidiary, Sandy
Spring National Bank (the "Bank"), are composed of the same persons.
Includes term of office as a director of the Bank prior to the
formation of Bancorp as the holding company for the Bank in January
1988.
The principal occupation(s) and business experience of each nominee and
director of Bancorp for the last five years are shown below.
Director-Nominees:
Susan D. Goff is President of M.D. IPA, Inc., a vice president of
Optimum Choice, Inc., and a senior vice president of their parent holding
company, Mid-Atlantic Medical Services, Inc., a health maintenance organization.
Robert L. Mitchell is President and Chief Executive Officer of
C-I/Mitchell and Best Company, which is engaged in homebuilding and real estate
development.
Robert L. Orndorff, Jr. is President of RLO Contractors, Inc., an
excavating contractor.
David E. Rippeon is President and Chief Executive Officer of
Gaithersburg Farmers Supply, Inc., a tractor and equipment dealership.
Continuing Directors:
Solomon Graham is founder, President, and Chief Executive Officer of
Quality Biological, Inc., a biotechnology firm providing reagents for medical
research.
Gilbert L. Hardesty is a retired bank executive, having served as
President of Crestar Bank - Annapolis from June 1994 to June 1997 and as
President of Annapolis Federal Savings Bank from April 1986 to June 1994.
Charles F. Mess, M.D. is in the practice of general orthopedics.
Lewis R. Schumann is a partner in the law firm of Miller, Miller and
Canby, Chtd.
W. Drew Stabler is a partner in Pleasant Valley Farm, a crop and
livestock operation.
John Chirtea is a real estate consultant who is retired from LCOR, a
national real estate development company. In prior years, Mr. Chirtea was a
partner in the Linpro Co., the predecessor company of LCOR.
4
<PAGE>
Joyce R. Hawkins is a realtor with Weichert Realtors.
Hunter R. Hollar is President and Chief Executive Officer of Bancorp
and the Bank. From 1990 through 1993, Mr. Hollar served as President of Bancorp
and President and Chief Operating Officer of the Bank.
Thomas O. Keech retired as Vice President of Bancorp and Executive Vice
President of the Bank effective December 31, 1995. Mr. Keech previously served
as Vice President and Treasurer of Bancorp and Executive Vice President and
Chief Financial Officer of the Bank.
Corporate Governance and Other Matters
During 1999, each of Bancorp's and the Bank's Boards of Directors held
12 regular meetings.
The average attendance was 92% for meetings of Bancorp's and the Bank's
Boards of Directors. All incumbent directors attended 75% or more of the
aggregate of (a) the total number of meetings of the Boards of Directors and (b)
the total number of meetings held by all committees on which they served during
the period of their service during the year, except for Robert L. Mitchell who
attended 70%. Mr. Mitchell's service as First Vice President of the National
Homebuilders Association during 1999 made it impractical for him to attend a
number of meetings.
Bank directors who are not employed by the Bank receive an annual
retainer of $4,000 and fees of $400 ($500 for the Chairman) for attendance at
each meeting of the Board of Directors, $400 for each Executive Committee
meeting, and $300 for other committee meetings. Bancorp directors who are not
employed by Bancorp do not receive any additional compensation except for fees
of $400 ($500 in the case of the Chairman) for attendance at each meeting of the
Board of Directors not held in conjunction with a meeting of the Bank's Board of
Directors and except for fees of $300 for each meeting of the Audit and
Nominating Committees. Directors of Sandy Spring Mortgage Corporation who are
not employed by Bancorp or any of its subsidiaries receive fees of $300 for each
meeting of its Board.
Directors of the Bank are eligible to defer all or a portion of their
fees under Director Fee Deferral Agreements between the Bank and individual
directors. Amounts deferred accrue interest at the prime rate. Except in the
case of death or financial emergency, deferred fees and accrued interest are
payable only following termination of a director's service on the board. The
Director Fee Deferral Agreements also provide for benefits that may exceed
deferred fees and accrued interest in the event a party dies while a director of
the Bank, but only to the extent the Bank owns an insurance policy in effect on
the director's life at the time of death that pays a greater amount than the
total of deferred fees and accrued interest.
Bancorp's Board of Directors has standing Audit and Nominating
Committees. The Bank has a standing Human Resources Committee that performs the
functions of a compensation committee. The functions, composition, and number of
meetings for these committees in 1999 were as follows:
Audit Committee - The Audit Committee is composed of John Chirtea,
Chairman, Solomon Graham, Gilbert L. Hardesty, Joyce R. Hawkins, Thomas O.
Keech, and David E. Rippeon. The Audit Committee, whose members are neither
officers nor employees of Bancorp or the Bank, provides general oversight of the
internal audit function, reviews the findings of external audits and
examinations, evaluates the adequacy of the Bank's insurance coverage, reviews
the activities of the Bank's Compliance Council, reviews the annual report to
shareholders and Form 10-K on behalf of the Board and monitors internal controls
for financial reporting. During 1999, four meetings were held.
Nominating Committee - The Nominating Committee is composed of W. Drew
Stabler, Chairman, Solomon Graham, John Chirtea, Hunter R. Hollar, and Charles
F. Mess. The Nominating Committee makes recommendations to the Board of
Directors with respect to nominees for election as directors. While the
Nominating Committee will consider nominees recommended by shareholders, it has
not actively solicited recommendations by Bancorp's shareholders for nominees
nor has it established any procedures for this purpose other than as set forth
in the Bylaws. See "Shareholder Proposals." During 1999, no meetings were held.
Human Resources (Compensation) Committee - The Human Resources
Committee is composed of Robert L. Orndorff, Jr., Chairman, John Chirtea, Susan
D. Goff, Charles F. Mess, Robert L. Mitchell and W. Drew Stabler. The Human
Resources Committee recommends salaries and other compensation for executive
officers, conducts an annual review of the salary budget, considers other
compensation plans and makes recommendations to the Board, deals with matters of
personnel policy and, with the Stock Option Committee, administers the 1999,
1992, and 1982 Stock Option Plans. During 1999, two meetings were held.
5
<PAGE>
Executive Compensation
Summary Compensation Table
The following table sets forth the cash and noncash compensation for
each of the last three years awarded to or earned by (i) the Chief Executive
Officer, and (ii) each of the four other most highly compensated executive
officers of Bancorp whose salary and bonus earned in 1999 exceeded $100,000 (the
"Named Executive Officers").
<TABLE>
<CAPTION>
Long-Term
Compensation
------------
Name and Principal Annual Compensation Stock Option All Other
-------------------
Position in 1999 Year Salary Bonus Grants (Shares)/(1)/ Compensation/(2)/
- ------------------ ---- -------- ------- -------------------- ------------------
<S> <C> <C> <C> <C> <C>
Hunter R. Hollar 1999 $276,000 $75,979 10,600 $ 3,872
President and Chief Executive 1998 224,750 80,536 3,000 4,960
Officer of Bancorp and the Bank 1997 203,885 31,658 6,000 6,896
James H. Langmead 1999 160,000 42,416 4,500 3,872
Vice President and Treasurer 1998 137,025 46,674 1,500 4,241
of Bancorp and Executive Vice 1997 119,473 17,443 3,000 5,149
President and Chief Financial
Officer of the Bank
Lawrence T. Lewis 1999 160,000 42,416 4,500 3,872
Executive Vice President 1998 136,500 46,482 1,500 4,223
of the Bank 1997 118,000 17,227 3,000 5,086
Frank H. Small 1999 145,000 38,439 4,500 2,339
Executive Vice President 1998 120,450 41,038 1,500 3,729
of the Bank 1997 105,342 15,380 3,000 3,027
Stanley L. Merson 1999 140,000 31,472 1,600 3,388
Senior Vice President 1998 122,375 40,435 1,500 3,788
of the Bank and 1997 111,254 16,244 3,000 4,795
President, Sandy Spring
Mortgage Corporation
</TABLE>
(1) Share amounts adjusted to give retroactive effect to a 2-for-1 stock
split declared on January 28, 1998.
(2) Amounts shown in this column pertain to deferred compensation under
Bancorp's Cash and Deferred Profit Sharing Plan. The amount of indirect
compensation in the form of personal benefits received in 1999 by
Messrs. Hollar, Langmead, Lewis, Merson and Small did not exceed 10% of
the annual compensation paid to each such executive officer.
6
<PAGE>
Stock Option Plans. Bancorp maintains stock option plans to attract,
retain, and motivate key officers of Bancorp and the Bank by providing them with
a stake in the success of Bancorp as measured by the value of its shares. The
following information has been adjusted to give retroactive effect to a 2-for-1
stock split declared on January 28, 1998.
The 1999 Stock Option Plan (the "1999 Option Plan"), which was approved
by the shareholders at the 1999 Annual Meeting of Shareholders, authorizes the
issuance of up to 400,000 shares of Common Stock, subject to certain adjustments
for changes in Bancorp's capital structure. The 1999 Option Plan has a term of
10 years from its effective date (February 24, 1999) after which date no stock
options may be granted. As of March 6, 2000, options for 73,350 shares were
outstanding under the 1999 Option Plan. The 1999 Option Plan replaced a plan
adopted in 1992 (the "1992 Option Plan"), which was terminated except with
respect to options that were outstanding on the plan's termination date. As of
March 6, 2000, options for 127,500 shares were outstanding under the 1992 Option
Plan. The 1992 Option Plan replaced a plan adopted in 1982 (the "1982 Option
Plan"), which was terminated except with respect to options that were
outstanding on the plan's termination date. As of March 6, 2000, options for
12,000 shares were outstanding under the 1982 Option Plan. The 1999 Option Plan,
the 1992 Option Plan, and the 1982 Option Plan are referred to below as the
"Option Plans."
The Option Plans provide for the grant of "incentive options" as
defined in Section 422 of the Code. The 1992 Option Plan also provides for the
grant of "non-incentive options" to officers and other employees on terms and
conditions established by the Stock Option Committee, which administers the
Option Plans. The Stock Option Committee is comprised of all disinterested
(outside) directors (i.e., all directors other than Mr. Hollar).
Options have been granted under the Option Plans only to key employees
of Bancorp and its subsidiaries. Under the Option Plans, the maximum option term
is 10 years from the date of grant. Options granted under the Option Plans prior
to 1996 were immediately exercisable upon grant. Options granted in 1996, 1997,
1998, and 1999 were first exercisable as follows: one-third upon the date of
grant, one-third upon the first anniversary of the date of grant, and one-third
upon the second anniversary of the date of grant. The exercise price of a stock
option may not be less than 100% of the fair market value of the Common Stock on
the date of grant. The exercise price of stock options must be paid for in full
in cash or shares of Common Stock, or a combination of both. The Stock Option
Committee has the discretion when making a grant of stock options under the 1999
Plan to impose restrictions on the shares to be purchased in exercise of such
options.
The Committee also has the authority to cancel stock options
outstanding under the 1992 Option Plan and the 1999 Option Plan with the consent
of the optionee and to grant new options at a lower exercise price in the event
that the fair market value of the Common Stock at any time prior to the exercise
of the outstanding stock options falls below the exercise price of such option.
7
<PAGE>
Option Grants in 1999
---------------------
The following table contains information concerning the grant of stock
options under the Option Plans to the Chief Executive Officer and each of the
other Named Executive Officers. The Option Plans do not provide for the grant of
stock appreciation rights.
<TABLE>
<CAPTION>
Individual Grants
-------------------------------------------------------------------------
Potential Realizable
% of Total Value at Assumed
Options Options Exercise Annual Rates of Stock
Granted Granted to or Price Appreciation
(Number Employees Base Price Expiration for Option Term
---------------
Name of Shares)(1) in Year ($ per Share)(2) Date 5% 10%
- ---- ------------- ----------- ---------------- ---- -- ---
<S> <C> <C> <C> <C> <C> <C>
Hunter R. Hollar 10,600 14.45% $25.8125 12/15/2009 $172,073 $436,068
James H. Langmead 4,500 6.13 25.8125 12/15/2009 73,050 185,123
Lawrence T. Lewis 4,500 6.13 25.8125 12/15/2009 73,050 185,123
Frank H. Small 4,500 6.13 25.8125 12/15/2009 73,050 185,123
Stanley L. Merson 1,600 2.18 25.8125 12/15/2009 25,973 65,822
</TABLE>
(1) Options granted during 1999 were exercisable as follows: one-third upon
the date of grant, one-third upon the first anniversary of the date of
grant, and one-third upon the second anniversary of the date of grant.
(2) In each case, the exercise price was equal to the fair market value of
the Common Stock on the date of grant.
Aggregated Option Exercises in
1999 and Year End Option Values
-------------------------------
The following table sets forth information concerning the exercise of
options by a Named Executive Officer during 1999 and the value of options held
by the Chief Executive Officer and the other Named Executive Officers at
December 31, 1999.
<TABLE>
<CAPTION>
Value of
Number of Unexercised
Unexercised Options In-the-Money
at Year End Options
-----------
Shares Acquired Exercisable/ at Year End/(1)/
----------------
on Exercise Unexercisable Exercisable/
Name (Number of Shares) Value Realized/(1)/ (Number of Shares) Unexercisable
- ---- ------------------ ------------------- ------------------ -------------
<S> <C> <C> <C> <C>
Hunter R. Hollar -0- $ -0- 43,534/8,066 $ 503,143/$6,624
James H. Langmead -0- -0- 12,000/3,500 82,946/ 2,813
Lawrence T. Lewis -0- -0- 8,500/3,500 35,696/ 2,813
Frank H. Small -0- -0- 9,000/3,500 39,446/ 2,813
Stanley L. Merson -0- -0- 21,034/1,566 254,541/ 999
</TABLE>
(1) The difference between the fair market value of the underlying
securities at exercise or year-end and the exercise or base price.
8
<PAGE>
Pension Plan Table
The table below shows estimated annual benefits payable upon retirement
to persons in the specified remuneration and years-of-service categories if such
retirement had occurred on December 31, 1999. The benefits listed are provided
on a 10-year certain-and-life basis and are not subject to deduction for Social
Security or other offset amounts.
<TABLE>
<CAPTION>
Highest 5-Year Years of Credited Service at Retirement
----------------------------------------------------------------------------------
Average Earnings 15 20 25 30 35 40 and above
- ---------------- ------ ------ ------ ------ ------ --------------
<S> <C> <C> <C> <C> <C> <C>
$ 25,000 $ 5,625 $ 7,500 $ 9,375 $ 11,250 $ 13,125 $ 15,000
75,000 16,875 22,500 28,125 33,750 39,275 45,000
125,000 28,125 37,500 46,875 56,250 65,625 75,000
150,000 33,750 45,000 56,250 67,500 78,750 90,000
160,000 and more 36,000 48,000 60,000 72,000 84,000 96,000
</TABLE>
Earnings covered by the Pension Plan are total wages, including
elective pre-tax contributions under Section 401(k) of the Internal Revenue
Code, overtime pay, bonuses, and other cash compensation, which for the named
executives correspond, in general, to the total of the amounts in the "Salary"
and "Bonus" columns in the Summary Compensation Table, up to a total of
$160,000. Benefits are computed on a monthly basis at the rate of 1.5% of
highest five-year average monthly earnings multiplied by years of service up to
40 years for eligible persons retiring at age 65. Early retirement is also
permitted by the Pension Plan at age 55 after at least 10 years of service. As
of February 25, 2000, Bancorp's executive officers shown in the compensation
table had accumulated the following years of credited service toward retirement:
Mr. Hollar - 9 years, Mr. Langmead - 8 years, Mr. Lewis - 4 years, Mr. Small - 9
years, and Mr. Merson - 17 years.
Supplemental Executive Retirement Agreements. The Bank, upon the
recommendation of the Human Resources Committee, has entered into individual
Supplemental Executive Retirement Agreements ("SERA's") with certain executives
of the Bank, including Mr. Hollar and each of the Named Executive Officers. The
SERAs are designed to provide certain post-retirement benefits to enable a
targeted level of covered retirement income to be met and to provide certain
pre-retirement death and disability benefits should the executive die or become
disabled prior to retirement age. The annual post-retirement deferred
compensation benefit is designed to replace between 65% and 70% of the
executive's projected final average pay at retirement date in conjunction with
the Bank's Pension Plan and Deferred Profit Sharing Plan, Social Security
retirement benefits, and any benefits payable to the executive under a prior
employer's pension plan. Normal retirement benefits are payable in equal monthly
payments over 15 years or until the death of the executive, whichever is longer.
Using a 70% income replacement target for Mr. Hollar, an annual amount of
$285,168 per year has been projected to be paid over a 15-year period at age 65.
Executives who reach age sixty with ten years of service are eligible for
reduced benefits upon early retirement, payable over 15 years. Reduced benefits
also are available in the event of disability, voluntary termination, or
termination by the Bank without just cause. Benefits payable by reason of the
death of the executive are based upon accrued retirement benefits or, if
greater, the approximate value of payments received by the Bank under insurance
coverage obtained by the Bank on the executive's life, and are payable over 15
years.
Change-in-Control Benefits. If within six months prior to, or two years
after, a change-in-control, the Bank terminates the employment of an executive
who is a party to a SERA without just cause, or the executive voluntarily
terminates employment for good reason, the executive is eligible for normal
retirement or early retirement benefits, at his or her election. These benefits
are payable beginning at the retirement (or early retirement) age if the change
in control has been approved by a majority of the directors of the Bank who were
directors prior to the change in control, or otherwise beginning in the month
following the executive's termination.
Employment Agreements. In December 1990, Bancorp and the Bank entered
into an Employment Agreement (the "1990 Agreement") with Hunter R. Hollar (the
"Executive"). The Agreement provided for automatic one-year extensions on each
January 1 after its initial term ended on December 31, 1993, provided that
neither Bancorp nor Mr. Hollar had given written notice at least 90 days prior
to a renewal date of intention not to renew the Agreement. The 1990 Agreement,
as renewed, was in effect until January 30, 1997, when the 1990 Agreement was
replaced with a new employment agreement (the "Agreement").
9
<PAGE>
The Boards of Directors of Bancorp and the Bank believe that the
Agreement assures fair treatment of the Executive in relation to his career with
Bancorp by assuring him of some financial security. The Agreement also protects
the shareholders by encouraging the Executive to continue his attention to his
duties without distraction in a potential merger or takeover circumstance and by
helping to maintain the Executive's objectivity in considering any proposals to
acquire Bancorp.
The Agreement has an initial term of three years, and is subject to
automatic one-year extensions of such term on each January 30, provided that
neither Bancorp nor the Executive has given written notice at least 60 days
prior to the renewal date of intention not to renew. The Agreement provides for
the payment of cash and other benefits to the Executive, including a fixed
salary, reviewed annually and subject to increase or decrease at the Board of
Directors' discretion, provided that the salary may not be less than $190,000.
The Executive also is entitled to participate in bonus and fringe benefit,
incentive compensation, life insurance, medical, profit sharing and retirement
plans, and to continued participation in a supplemental retirement arrangement.
The Executive is entitled to reimbursement of reasonable business expenses, the
use of an automobile (with reimbursement for expenses), and membership dues at a
country club located in the Olney, Maryland area. With minor exceptions, the
Agreement terminates, and there are no additional payments due under it, upon
termination based upon death, retirement, or just cause (as defined) by Bancorp,
or upon voluntary termination by the Executive without good reason (as defined).
Upon termination for disability, the Executive is entitled to receive his salary
through the term of the Agreement, reduced by payments under any disability plan
maintained by Bancorp, plus regular employee benefits. Upon termination of the
Executive without just cause by Bancorp, or with good reason by the Executive,
the Executive is entitled to salary and bonuses for the remaining term of the
Agreement, payable in a lump sum based upon prior year compensation levels. The
Executive is prohibited from conflicts of interest, and must maintain the
confidentiality of nonpublic information regarding Bancorp and its customers.
The Executive also is bound by a covenant not to compete and not to interfere
with other employees of Bancorp if the Executive is terminated for just cause,
disability, or retirement or resigns without good reason.
Change in Control Benefits. In the event of a change-in-control of
Bancorp, the Executive is entitled to payment of certain benefits. If within six
months prior to, or two years after, a change-in-control, Bancorp terminates the
Executive's employment without good cause, or the Executive voluntarily
terminates employment for good reason (as defined in the Agreement), then
Bancorp, or its successor, is required to make a lump-sum cash payment to the
Executive equal to 2.99 times the sum of the Executive's annual salary at the
highest rate in effect during the preceding twelve months and bonuses for the
preceding calendar year. The Executive also is entitled to continued
participation for a three-year period in certain Bancorp-sponsored health and
welfare plans. These payments and benefits, are limited, however, so as not to
exceed the amount allowable as a deduction under Section 280G of the Internal
Revenue Code. As of December 31, 1999, if a change-in-control had occurred and
the Executive had terminated employment with good reason or had been terminated
from employment without just cause, then $653,804 would have been payable to the
Executive under the change-in-control provisions of the Agreement, after
application of the limitations of Section 280G of the Code. Bancorp does not
believe that payment of this amount would have a material adverse affect on the
financial or operating condition of Bancorp or the Bank.
Agreements with Other Named Executive Officers. The other Named
Executive Officers also entered into employment agreements with Bancorp. The
material terms and conditions of each of these agreements are similar to those
of the Current Agreement entered by Mr. Hollar, except that (a) each of them is
for an initial term of two years, and (b) the compensation and duties, and
provisions relating to duties, are different in each agreement. Under the
agreements, the other Named Executive Officers are not entitled to club
memberships or use of an automobile. The agreements call for the employment of
Mr. Langmead, Mr. Lewis, Mr. Merson, and Mr. Small at Bancorp, the Bank and,
with respect to Mr. Merson, Sandy Spring Mortgage Corporation, at minimum base
salaries of $110,000, $110,000, $100,000, and $95,000, respectively.
10
<PAGE>
Report of the Human Resources Committee
As members of the Human Resources Committee, it is our duty to review
compensation policies applicable to executive officers; to consider the
relationship of corporate performance to that compensation; to recommend salary
and bonus levels and stock option grants for executive officers for
consideration by the Boards of Directors of Bancorp and the Bank or their
committees, as appropriate; and to administer various incentive plans of Bancorp
and the Bank.
Under the compensation policy of Bancorp, which is endorsed by the
Human Resources Committee, compensation is paid based on both the executive
officers' performance and the performance of the entire company. In assessing
the performance of Bancorp and the Bank for purposes of compensation decisions,
the Human Resources Committee considers a number of factors, including salaries
paid by financial services companies with characteristics similar to Bancorp's
to officers with similar responsibilities, profits of Bancorp and the Bank
during the past year relative to their profit plans, reports of federal
regulatory examinations of Bancorp and the Bank, growth, business plans for
future periods, regulatory capital levels, and changes in the value of Bancorp's
stock. The Human Resources Committee assesses individual executive performance
based upon the executive's responsibilities and the Committee's determination of
the executive's contributions to the performance of Bancorp and the
accomplishment of Bancorp's strategic goals. In assessing performance for
purposes of establishing base salaries, the members of the Committee do not make
use of a mechanical formula, but instead weigh the factors described above as
they deem appropriate in the circumstances. The 1999 salary levels of Bancorp's
executive officers were established consistent with this compensation policy.
Mr. Hollar became Chief Executive Officer of Bancorp and the Bank
effective January 1, 1994. During 1999, the level of Mr. Hollar's annual salary
was subject to the terms of an employment agreement with Bancorp and the Bank
dated January 30, 1997. Under this agreement, Mr. Hollar's annual salary is
reviewed annually and is subject to increase at the discretion of the Board of
Directors.
The Committee conducted a review of executive officer base compensation
in December 1998. Changes in base compensation for 1999 were effective on
January 1, 1999. In its review, the Committee determined that the performance of
Mr. Hollar was excellent, based upon the 1998 financial performance of Bancorp,
including the growth in assets, income, and capitalization during 1998; the
financial performance trends for 1998 and the preceding four years, which
include growth in assets, net operating income, and stockholders equity in each
year; the results of confidential regulatory examinations; Bancorp's planned
levels of financial performance for 1999; Mr. Hollar's continued involvement in
community affairs in the communities served by Bancorp; and a general level of
satisfaction with the management of Bancorp and its subsidiaries. As a result of
this review, which included a comparison of Mr. Hollar's compensation with
compensation paid to officers of comparable institutions, Mr. Hollar's salary
was increased by $46,000 to $276,000.
Executive officers of Bancorp and the Bank have been granted incentive
stock options under Bancorp's Stock Option Plans. The purposes of the Stock
Option Plans are to attract, retain, and motivate key officers of Bancorp and
the Bank by providing them with a stake in the success of Bancorp as measured by
the value of its shares. Options are granted at exercise prices equal to the
fair market value of the shares on the dates of grant. The Stock Option
Committee, which consists of the disinterested directors of Bancorp, has general
responsibility for granting stock options to key employees and administering the
plans. The Human Resources Committee recommends to the Stock Option Committee
the recipients and the amounts and other terms of options to be granted. During
1999, incentive stock options for 25,700 shares were granted to Named Executive
Officers at an exercise price of $25.8125 per share, including options for
10,600 shares granted to Mr. Hollar, 4,500 shares each granted to Mr. Langmead,
Mr. Lewis, and Mr. Small, and 1,600 shares granted to Mr. Merson.
The Human Resources Committee recommends to the Board of Directors the
amount to be contributed each year to the Bank's Cash and Deferred Profit
Sharing Plan. Under this Plan, each participant receives an allocation based
upon the participant's compensation for the year. Each executive officer of
Bancorp participates in the Plan. In 1995, the Human Resources Committee adopted
a formula to establish the amount of aggregate contribution to the profit
sharing plan. This formula uses measures of loan and deposit growth,
profitability, asset quality, and productivity ratios compared with those
measures for the prior year and target levels established for the Bank. For
1999, the Human Resources Committee recommended, and the Board of Directors of
the Bank approved, an aggregate contribution of
11
<PAGE>
$351, 294 or 2.42% of annual compensation of eligible participants, which was
based upon the results of the formula.
The Bank also awards quarterly cash bonuses to participants, including
executive officers, based upon the performance of the Bank or business units,
and annual bonuses for executive officers based solely on Bank performance, in
each case using the formula described above. Performance bonuses of $75,979,
$42,416, $42,416, $38,439, and $31,472 were awarded to Mr. Hollar, Mr. Langmead,
Mr. Lewis, Mr. Small, and Mr. Merson, respectively, in 1999.
No member of the Human Resources Committee is a former or current
officer or employee of Bancorp or the Bank.
March 9, 2000 HUMAN RESOURCES COMMITTEE
Robert L. Orndorff, Jr., Chairman
John Chirtea
Susan D. Goff
Charles F. Mess
Robert L. Mitchell
W. Drew Stabler
12
<PAGE>
Stock Performance Comparisons
The following graph and table show the cumulative total return on the
Common Stock of Bancorp over the last five years, compared with the cumulative
total return of a broad stock market index, the Standard and Poor's 500 Index
("S&P 500") a narrower index, the SNL $1-$5 Billion Bank Index, and a Peer Group
Index of Mid-Atlantic bank holding companies with assets of from $1 billion to
$5 billion. The cumulative total return on the stock or the index equals the
total increase in value since December 31, 1994, assuming reinvestment of all
dividends paid into the stock or the index. The graph and table were prepared
assuming that $100 was invested on December 31, 1994, in the Common Stock and
the securities included in the indexes.
[Graph]
<TABLE>
-------------------------------------------------------------------------------------------------
1994 1995 1996 1997 1998 1998
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Sandy Spring Bancorp. Inc. $100.0 $138.7 $129.6 $207.3 $254.7 $234.8
S&P 500 Index 100.0 137.6 169.0 225.4 289.8 350.5
SNL $1B-$5 Billion Banks 100.0 134.5 174.3 290.7 290.1 266.6
Peer Group Index 100.0 116.3 128.6 208.4 206.1 171.4
-------------------------------------------------------------------------------------------------
</TABLE>
The Peer Group index includes the seventeen bank holding companies
other than Bancorp headquartered in the states of Maryland, Virginia,
Pennsylvania, New Jersey, and West Virginia (the Mid-Atlantic Region) with
assets at December 31, 1999, of at least $1 billion and not more than $3
billion. The institutions included in this index are BT Financial Corp, City
Holding Co., F&M Bancorp MD, F&M National Corp., FCNB Corp, Harleysville
National Corp, Main Street Bancorp, Inc., National Penn Bancshares, Inc., Omega
Financial Corp., Patriot Bank Corp, S&T Bancorp, Inc., Sterling Financial Corp,
Sun Bancorp, Inc., United National Bancorp, US Bancorp, Inc., Wesbanco, Inc.,
and Yardville National Bancorp. Returns are weighted according to the issuer's
stock market capitalization at the beginning of each year shown.
13
<PAGE>
Transactions and Relationships with Management
Bancorp and the Bank have had in the past, and expect to have in the
future, banking transactions with directors and executive officers in the
ordinary course of business on substantially the same terms, including interest
rates and collateral on loans, as those prevailing at the same time for
comparable transactions with other persons. In the opinion of management, these
transactions do not and will not involve more than the normal risk of
collectibility or present other unfavorable features.
Director Lewis R. Schumann is a partner in the law firm of Miller,
Miller and Canby, Chtd., which Bancorp and the Bank have retained during 1999
and expect to retain during the current year. The law firm provides legal
services on matters such as routine litigation, personnel policies and
practices, customer account forms and issues, and Bank properties.
Shareholder Proposals
From time to time, individual shareholders may wish to submit proposals
that they believe should be voted upon by the shareholders. The Securities and
Exchange Commission has adopted regulations that govern the inclusion of such
proposals in Bancorp's annual proxy materials. Shareholder proposals intended to
be presented at the 2000 Annual Meeting of Shareholders may be eligible for
inclusion in Bancorp's proxy materials for that Annual Meeting if they received
by Bancorp at its executive offices not later than November 18, 2000.
In addition, Bancorp's Bylaws require that to be properly brought
before an annual meeting, shareholder proposals for new business must be
delivered to or mailed and received by Bancorp not less than thirty nor more
than ninety days prior to the date of the meeting; provided, however, that if
less than forty-five days notice of the date of the meeting is given to
shareholders, such notice by a shareholder must be received not later than the
fifteenth day following the date on which notice of the date of the meeting was
mailed to shareholders or two days before the date of the meeting, whichever is
earlier. Each such notice given by a shareholder must set forth certain
information specified in the Bylaws concerning the shareholder and the business
proposed to be brought before the meeting.
Shareholders also may nominate candidates for director, provided that
such nominations are made in writing and received by Bancorp at its executive
offices not later than December 18, 2000. The nomination should be sent to the
attention of Bancorp's Corporate Secretary and must include, concerning the
director nominee, the following information: full name, age, date of birth,
educational background and business experience, including positions held for at
least the preceding five years, home and office addresses and telephone numbers,
and a signed representation to timely provide all information requested by
Bancorp for preparation of its disclosures regarding the solicitation of proxies
for election of directors. The name of each such candidate for director must be
placed in nomination at the Annual Meeting by a shareholder present in person.
The nominee must also be present in person at the Annual Meeting. A vote for a
person who has not been duly nominated pursuant to these requirements will be
deemed to be void.
Compliance with Section 16(a) of the Securities Exchange Act Of 1934
Section 16(a) of the Securities Exchange Act of 1934 requires Bancorp's
executive officers and directors, and persons who own more than ten percent of a
registered class of Bancorp's equity securities, to file reports of ownership
and changes in ownership on Forms 3, 4, and 5 with the Securities and Exchange
Commission. Executive officers, directors and greater than ten percent
stockholders are required by applicable regulations to furnish Bancorp with
copies of all Forms 3, 4, and 5 they file.
Based solely on Bancorp's review of the copies of such forms it has
received and written representations from certain reporting persons, Bancorp
believes that all its executive officers and directors complied with all filing
requirements applicable to them with respect to transactions during 1999.
14
<PAGE>
Independent Auditors
The Board of Directors anticipates the selection of Stegman & Company,
certified public accountants, to audit the books and accounts of Bancorp for the
year ending December 31, 2000. Stegman & Company has served as independent
auditors for Bancorp and its subsidiary and predecessor, Sandy Spring National
Bank of Maryland, without interruption for many years. Stegman & Company has
advised Bancorp that neither the accounting firm nor any of its members or
associates has any direct financial interest in or any connection with Bancorp
and its subsidiaries other than as independent public auditors. A representative
of Stegman & Company will be present at the Annual Meeting, will have the
opportunity to make a statement, and will also be available to respond to
appropriate questions.
ACTION WITH RESPECT TO REPORTS
Action taken at the Annual Meeting to approve the minutes of the 1999
Annual Meeting of Shareholders does not constitute approval or disapproval of
any of the matters referred to in those minutes.
By order of the Board of Directors
/s/ Ronald E. Kuykendall
Ronald E. Kuykendall
Corporate Secretary
Dated: March 17, 2000
15
<PAGE>
REVOCABLE PROXY
SANDY SPRING BANCORP, INC.
ANNUAL MEETING OF SHAREHOLDERS
April 18, 2000
The undersigned hereby constitutes and appoints John Chirtea and Thomas O.
Keech and each of them the proxies of the undersigned, with full power of
substitution, to attend the annual meeting of shareholders (the "Annual
Meeting") of Sandy Spring Bancorp, Inc. ("Bancorp") to be held at the Indian
Spring Country Club, 13501 Layhill Road, Silver Spring, Maryland on Tuesday,
April 18, 2000 at 3:00 p.m. Eastern Time, or at any adjournment thereof, and to
vote all the shares of stock of Bancorp which the undersigned may be entitled to
vote, upon the following matters:
FOR WITHHOLD
--- --------
1. The election as directors of all nominees
listed below (except as marked to the
contrary below). ____ ____
Susan D. Goff
Robert L. Mitchell
Robert L. Orndorff, Jr.
David E. Rippeon
INSTRUCTION: To withhold authority to vote for any individual nominee,
print the nominee's name on the line below.
____________________________________________
2. The transaction of such other business as may properly come before the
Annual Meeting or any adjournment thereof.
The Board of Directors recommends a vote "FOR" the election of all director
nominees as shown in Item I.
________________________________________________________________________________
THIS PROXY WILL BE VOTED IN ACCORDANCE WITH THE INSTRUCTIONS MARKED HEREIN. IF
NO INSTRUCTIONS TO THE CONTRARY ARE MARKED HEREIN, THIS PROXY WILL BE VOTED FOR
THE ELECTION OF DIRECTORS AND AS DETERMINED BY A MAJORITY OF THE BOARD OF
DIRECTORS AS TO OTHER MATTERS.
________________________________________________________________________________
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
The undersigned shareholder hereby acknowledges receipt of a copy of the
accompanying Notice of Annual Meeting of Shareholders and Proxy Statement and
hereby revokes any proxy or proxies previously given. This proxy may be revoked
at any time prior to its exercise.
_____________________________________________
Signature Date
_____________________________________________
Signature Date
______________________________________________
Signature Date
Please sign exactly as your name appears above. When signing as attorney,
executor, administrator, trustee or guardian,
<PAGE>
etc., please give your full title. If the shareholder is a corporation, please
provide the full name of the corporation and the name and title of the signing,
duly appointed officer. If shares are held jointly, each holder should sign.
________________________________________________________________________________
PLEASE COMPLETE, DATE, SIGN AND MAIL THIS PROXY PROMPTLY IN THE ENCLOSED
POSTAGE-PREPAID ENVELOPE.
________________________________________________________________________________
