<PAGE> 1
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
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.
COUNTY BANK CORPORATION
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement if Other Than the Registrant)
Payment of filing fee (check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
(1) Title of each class of securities to which transaction applies:
- --------------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
- --------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
- --------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
- --------------------------------------------------------------------------------
(5) Total fee paid:
- --------------------------------------------------------------------------------
[ ] Fee paid previously with preliminary materials.
- --------------------------------------------------------------------------------
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the form or schedule and the date of its filing.
(1) Amount Previously Paid:
- --------------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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<PAGE> 2
NOTICE OF
ANNUAL MEETING OF STOCKHOLDERS
AND
PROXY STATEMENT
APRIL 21, 2000
[COUNTY BANKCORP LOGO]
COUNTY BANKCORP
<PAGE> 3
COUNTY BANK CORP
83 WEST NEPESSING STREET
LAPEER, MICHIGAN 48446
NOTICE OF ANNUAL MEETING
OF STOCKHOLDERS
TO THE STOCKHOLDERS OF COUNTY BANK CORP
Notice is hereby given that the Annual Meeting of Stockholders of County Bank
Corp (the Corporation) will be held at the Pix Theatre, 172 East Nepessing
Street, Lapeer, Michigan on Friday, April 21, 2000 at 3:30 p.m. for the
following purposes:
1. To elect the following three (3) directors to comprise Class III of the
Board of Directors, to serve a three (3) year term to expire at the
Annual Meeting of Stockholders in 2003:
Michael H. Blazo, Thomas K. Butterfield and Timothy Oesch.
2. To amend Article III of the Corporation's Articles of Incorporation to
increase the total number of authorized common shares, $5 par value, from
1,200,000 to 3,000,000.
3. To transact such other business as may properly come before the meeting,
or any adjournment or adjournments thereof.
Only those stockholders of record at the close of business February 29, 2000
shall be entitled to notice of and to vote at said meeting or any adjournment
thereof.
You are cordially invited to attend the meeting in person. However, if you are
unable to be present, please execute and return promptly the enclosed proxy
which is solicited by the Board of Directors. The proxy is revocable and will
not affect your right to vote in person if you attend the meeting. If you are
unable to attend the meeting but desire to revoke your proxy, please contact
Laird Kellie, Secretary of the Corporation, prior to the date of the meeting.
Immediately following the meeting, wine and hors d'oeuvres will be served. I
welcome and encourage your attendance.
By Order of the Board of Directors
CURT CARTER
President and Chief Executive Officer
Dated March 24, 2000
1
<PAGE> 4
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
COUNTY BANK CORP
LAPEER, MICHIGAN
MARCH 24, 2000
This Proxy Statement is furnished to the stockholders of County Bank Corp (the
Corporation) in connection with the solicitation, by the Board of Directors of
the Corporation, of proxies to be used in voting at the Annual Meeting of
Stockholders to be held on April 21, 2000 at 3:30 p.m., at the Pix Theatre, 172
East Nepessing Street, Lapeer, Michigan. Solicitation of proxies is being made
by mail or telephone by employees of the Corporation's subsidiary, Lapeer County
Bank & Trust Co. (the Bank), and all costs will be at the Bank's expense.
Stockholders of record at the close of business on February 29, 2000 will be
entitled to vote. Each share is entitled to one vote on each matter to be voted
on at the meeting. On the record date, there were 1,200,000 shares authorized
and 1,186,472 shares of common stock, $5.00 par value, outstanding and entitled
to vote. This stock constitutes the only voting securities of the Corporation.
Beneficial ownership in excess of five percent (5%) of the common stock, as of
the record date is as follows:
Richard E. Calvert 87,184 shares of common stock
7784 E. Shore Road
Traverse City, Michigan 49686 7.35%
ELECTION OF DIRECTORS
Pursuant to the terms of the Articles of Incorporation of the Corporation, the
Board of Directors is divided into three (3) classes, designated as Class I,
Class II and Class III, with each class consisting of approximately one-third of
the total number of directors as fixed from time to time by the Board of
Directors. The current number of members of the Board of Directors, as fixed by
the directors, is nine (9). The directors serve staggered three-year terms, so
that directors of only one class are elected at each Annual Meeting of
Stockholders. At the forthcoming annual meeting, the stockholders will be asked
to elect three (3) directors to serve in Class III of the Board of Directors.
Nominees for election at the forthcoming Annual Meeting are Michael H. Blazo,
Thomas K. Butterfield and Timothy Oesch, all of whom are present directors of
the Corporation. Nominations other than those made by or on behalf of management
must be made in accordance with Article III of the Corporation's Bylaws
requiring that advance notice and certain biographical information regarding the
proposed nominee be given to the Corporation. If elected, the nominees will
serve a three (3) year term, which shall expire at the Annual Meeting of
Stockholders in 2003, and until their successors are duly elected and shall have
qualified.
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<PAGE> 5
The persons named in the enclosed form of proxy will vote the proxy in
accordance with the choice specified. If no choice is specified, it is the
intention of the persons named in the enclosed form of proxy to elect the three
nominees named below.
INFORMATION AS TO NOMINEES
The names of the nominees for election as directors in Class III, together with
specific information about the nominees, are as follows:
<TABLE>
<CAPTION>
COUNTY BANK
DIRECTOR CORP SHARES
PRINCIPAL SINCE OWNED
OCCUPATION FOR (INCLUDING BENEFICIALLY* % OF
NAME AND AGE PAST FIVE (5) YEARS SUBSIDIARY) 2-16-00 OUTSTANDING
- ------------ ------------------- ----------- ------------- -----------
<S> <C> <C> <C> <C>
Michael H. Blazo President 1987 20,012 1.69
1427 Tanglewood Kirk Construction Co.
Lapeer, MI 48446
Age: 52
Thomas K. Butterfield Partner
1597 Peppermill Road Taylor, Butterfield, Riseman, 1978 29,400 2.48
Lapeer, MI 48446 Clark, Howell & Churchill, P.C.
Age: 57 Attorneys at Law
Timothy Oesch President 1993 3,382 .29
1043 N. Madison Nolin, Oesch, Sieting
Lapeer, MI 48446 & Macksoud, P.C.
Age: 49 Certified Public Accountants
<CAPTION>
INFORMATION AS TO DIRECTORS WHOSE TERMS OF OFFICE
WILL CONTINUE AFTER THE 2000 ANNUAL MEETING
CLASS I (TERM EXPIRES 2001)
<S> <C> <C> <C> <C>
Curt Carter President & CEO 1979 7,465 .63
390 Myers Road County Bank Corp and
Lapeer, MI 48446 Lapeer County Bank &
Age: 56 Trust Co.
Ernest W. Lefever, DPM Doctor of Podiatry 1996 600 .05
2016 Lakeview Drive
Lapeer, MI 48446
Age: 53
Charles E. Schiedegger President and Chief 1991 11,126 .94
2848 Galway Bay Drive Operating Officer
Metamora, MI 48455 Metamora Products
Age: 59 Corporation
CLASS II (TERM EXPIRES 2002)
David H. Bush, O.D. Doctor of Optometry 1987 46,300 3.90
1099 Pinetree
Lapeer, MI 48446
Age: 49
Patrick A. Cronin Agent 1993 2,228 .19
286 W. Coulter Road State Farm Insurance
Lapeer, MI 48446
Age: 46
James F. Harrington President 1998 11,672 .98
3151 Oakwood Road H & H Tool, Inc.
Oxford, MI 48370-1015 An automotive parts
Age: 58 manufacturer
</TABLE>
*Included in the shares set forth in the table above are shares owned by nominee
or director, his wife, minor children, certain other family members, controlled
corporations or similar business enterprises, and shares over which the nominee
or director has full or share voting control and power of disposition.
Executive Officers and Directors, as a group, own 132,785 shares or 11.19% of
the total outstanding shares of common stock of the Corporation as of February
16, 2000.
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<PAGE> 6
PROPOSED AMENDMENT TO INCREASE
THE NUMBER OF AUTHORIZED SHARES
The Board of Directors has approved and recommends to the stockholders an
amendment to the Articles of Incorporation of the Corporation increasing the
authorized common shares of the Corporation from 1,200,000 to 3,000,000 shares.
The Corporation presently has 1,186,472 shares of its $5 par value common stock
issued and outstanding. While the Corporation has no present plan or intention
to issue addition shares, by increasing the authorized shares of the
Corporation, your management and Board of Directors will have greater
flexibility in paying future share dividends, negotiating further expansion
opportunities and issuing shares for other proper corporate purposes. The Board
of Directors of the Corporation recommends the adoption of this proposal. If
approved, the Corporation will have available for future issuance, 1,813,528
shares of its common stock, without further action by stockholders, upon the
authorization of its Board of Directors. The issuance of additional shares by
the Corporation, other than on a pro rata basis such as a stock dividend, would
dilute the shareholders' ownership.
The availability of the authorized and unissued common shares of the Corporation
may have an antitakeover effect. If the Proposal is approved, the Corporation
would have the ability to issue additional shares, which could be issued for the
purpose of diluting a potential acquiror's ownership of the Corporation. The
Corporation also has a classified Board of Directors which divides the Board
into three classes with each Director elected for a three year term every three
years. The Corporation's Articles and Bylaws currently contain no other
provisions that were intended to be or could fairly be considered as
antitakeover in nature or effect. The Board of Directors has no present
intention to amend the Articles to add any antitakeover provisions, nor are the
above described provisions the result of management's knowledge of any effort to
obtain control of the Corporation by any means.
Holders of common shares are entitled to dividends when, as and if declared by
the Corporation's Board of Directors out of funds legally available therefore.
Exclusive voting rights are vested in holders of the common shares, each share
being entitled to one vote.
The Corporation is a Michigan chartered corporation and is subject to the
provisions of the Michigan General Corporation Law, including certain provisions
regarding statutory provisions effecting the purchase of certain levels of
voting power of the Corporation. Further, Federal law requires approval of the
Board of Governors of the Federal Reserve System before any person or company
acquires control of a bank holding company such as the Corporation.
In addition, the Corporation's Amended and Restated Articles of Incorporation
(the Articles) provide certain procedures which must be followed before the
Corporation may enter into a business combination with a related person. Such
transactions require the approval of 80% of the outstanding shares unless first
approved by the majority of the Board of Directors not affiliated with the
related person or certain other fair price requirements are met.
Approval of the proposed amendment requires the affirmative vote of at least a
majority of the outstanding shares or 593,237 shares of the Corporation as of
2/29/00.
If the proposed amendment is approved Article III of the Corporation's Articles
of Incorporation would read as follows:
Article III
The total authorized capital stock of the Corporation is three million shares of
common stock of Five Dollars ($5.00) par value, all of one class with equal
voting rights.
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<PAGE> 7
COMMITTEES AND MEETINGS OF THE BOARD OF DIRECTORS
As the bulk of the assets of County Bank Corp are held in the single subsidiary,
Lapeer County Bank & Trust Co., the Corporation utilizes the committees of the
Bank. The Board of Directors of County Bank Corp met six times during 1999.
Lapeer County Bank & Trust Co. (the Bank) held sixteen meetings of its Board of
Directors, of which twelve were regularly scheduled meetings and four were
special meetings. No director of the Bank or the Corporation attended less than
75% of the regularly scheduled and special meetings of the Corporation or the
Bank in 1999. Currently, members of the Board of Directors of the Corporation
also serve on the Board of Directors of the Bank, the Corporation's wholly owned
subsidiary.
The Bank currently has the following committees of its Board of Directors:
trust, loan and review, audit, compensation, insurance, investment, capital,
marketing and nominating. The audit committee consists of Messrs. Oesch,
Chairman; Schiedegger, Cronin and Blazo. Their function is to oversee the work
assigned to Plante & Moran, LLP, the Bank's external auditors and the internal
audit staff. The committee met four times during 1999. The compensation
committee consists of Messrs. Butterfield, Chairman; Bush, Cronin and Carter.
The function of this committee is to review salaries and benefits of the Bank's
officers and employees. The committee met one time during 1999. The nominating
committee consists of Messrs. Butterfield, Schiedegger, Blazo and Carter. The
function of this committee is to review candidates for the Board of Directors of
the Corporation and the Bank. The committee did not meet in 1999.
REMUNERATION OF DIRECTORS AND OFFICERS
The Corporation does not currently pay fees to its directors. The Bank pays fees
to each of its directors at the rate of $400 per board meeting. Additionally,
committee members are paid a fee of $150 for each committee meeting attended.
The Corporation does not currently compensate any of its officers, and has no
employees. Its wholly owned subsidiary, Lapeer County Bank & Trust Co.,
separately compensates its officers, who include the same individuals as the
executive officers of the Corporation.
The following table summarizes compensation paid to the Chief Executive Officer
and the four most highly compensated executive officers other than the Chief
Executive Officer whose annual compensation exceeded $100,000.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
ANNUAL ALL
COMPENSATION: OTHER
NAME YEAR SALARY BONUS COMPENSATION
- ---- ---- -------- ----- ------------
<S> <C> <C> <C> <C>
Curt Carter 1999 $156,763 $15,000 $26,026(1)
President, Chief 1998 $152,690 $15,000 $25,913(2)
Executive Officer 1997 $146,491 $16,500 $25,201(3)
</TABLE>
(1) Includes a $25,616 contribution to the Bank's profit sharing plan and a
$410 matching employer contribution to a 401(k) plan.
(2) Includes a $25,514 contribution to the Bank's profit sharing plan and a
$399 matching employer contribution to a 401(k) plan.
(3) Includes a $24,513 contribution to the Bank's profit sharing plan and a
$688 matching employer contribution to a 401(k) plan.
5
<PAGE> 8
REPORT OF THE COMPENSATION COMMITTEE
The Corporation does not currently compensate any of its officers and has no
employees. Its wholly owned subsidiary, Lapeer County Bank & Trust Co.
separately compensates its officers, who include the same individuals as the
executive officers of the Corporation.
The Compensation committee (the "Committee") consists of three directors who are
not employed by the Corporation or the Bank and are not eligible to participate
in any of the Corporation's benefit plans, and the President and Chief Executive
Officer of the Corporation. The committee submits the following report.
Overview and Philosophy
The Committee, pursuant to authority delegated by the board of directors of the
Corporation, is responsible for determining compensation and benefit systems for
officers of the Bank. The Committee determines the annual salaries and other
compensation for officers based upon recommendations from the Bank's President
and Chief Executive Officer, as well as information from the Bank's human
resources department and independent outside consultants. With respect to the
compensation of the Bank's President and Chief Executive Officer, in addition to
the utilization of the Bank's human resources department and independent outside
consultants, the other members of the board of directors may provide input and
recommendations.
The Committee's determinations relating to executive compensation are intended
to align the financial interests of the officers with the long-term interests of
the Corporation's shareholders, and attract and retain high performing officers
to lead the Corporation to greater levels of profitability.
The compensation package structured for the Bank's officers has two components.
Base compensation (including salary, profit sharing, welfare benefits, and
perquisites) and cash awards under a bonus plan for performance during the year.
Base Compensation
Base compensation for the Bank's officers has been established at competitive
levels based upon information available to the Committee relating to
compensation for corresponding positions at similarly situated financial
institutions. Officer salaries are evaluated on a periodic basis utilizing
information from independent outside consultants, the Bank's human resources
department, and input from the Bank's President and Chief Executive Officer. The
Committee also takes into account individual performance, experience and unique
contributions or needs for certain expertise required by the Bank when
determining the actual base salary for each executive officer.
Base Compensation of the Chief Executive Officer
The committee reviewed Mr. Carter's performance for 1999 in December of that
year and awarded him a 6.7% merit increase effective January 1, 2000. In
support of the increase the committee first noted that the Corporation achieved
record earnings in 1999 while continuing to maintain strong credit quality. The
Committee noted the successful opening of the Imlay City Branch and the
leadership demonstrated in successfully guiding the Bank through a difficult
transition of the Senior Vice President and chief loan officer's position.
6
<PAGE> 9
Bonus Plan
All of the Bank's employees that were employed prior to September participated
in a cash bonus plan. The cash bonus plan is designed to motivate the Bank's
employees to achieve goals based on net earnings of the Bank. The dollar amount
of the cash bonus was recommended by the President and Chief Executive Officer
of the Bank in December of 1999 based on the Bank's earnings and growth. The
Committee, based on the recommendations of the President and Chief Executive
Officer with input from the Bank's human resource department, establishes each
officer's bonus. The cash bonus was funded at $164,000.
Chief Executive Officer's Award
Mr. Carter received a bonus of $15,000.00 for 1999 under the cash bonus plan.
The Committee reviewed the performance of the Bank against the targeted goals.
The Bank posted record earnings in 1999 but only slightly higher than the
previous year's record earnings. Based on individual performance while guiding
the Bank through a difficult senior management transition, expansion of the
Bank's branch network and successful and timely completion of Federal Y2K
regulatory requirements, the Committee established the award at the same level
as 1998.
THE COMPENSATION COMMITTEE
Thomas K. Butterfield, Chairman Patrick Cronin
David H. Bush Curt Carter
COMPENSATION COMMITTEE AND TRANSACTIONS
WITH DIRECTORS & OFFICERS
Compensation Committee Interlocks and Insider Participation
Mr. Curt Carter, the Corporation's President and Chief Executive Officer served
on the Bank's compensation committee, which is responsible for compensation
matters (see Report of Compensation Committee). He did not participate in any
decisions regarding his own compensation as an Executive Officer.
The Compensation Committee Chairman, Mr. Thomas K. Butterfield, is a partner in
the law firm of Taylor, Butterfield, Riseman, Clark, Howell, & Churchill, P.C.,
which rendered legal services to the Corporation's wholly owned subsidiary,
Lapeer County Bank & Trust Co. during 1999. Lapeer County Bank & Trust Co. plans
to employ this firm for legal services in 2000.
Other Transactions with Officers and Directors
Some of the directors and officers of the Corporation and the companies with
which they are associated were customers of and had banking transactions with
the Bank in the ordinary course of the Bank's business during 1999. All loans
included in such transactions were made on the same terms and conditions as
those prevailing at the time for other borrowers, and in the opinion of the
management of the Bank, did not involve more than a normal risk of
collectibility. On December 31, 1999, loans approximating $3,873,000, which is
equal to 16.3% of stockholders' equity, were outstanding to directors, officers
and their associated companies.
During 1999 the Bank paid legal fees in the amount of $44,042 to the firm of
Taylor, Butterfield, Riseman, Clark, Howell & Churchill, P.C., of which Mr.
Butterfield is a partner. The Bank expects to receive legal services from that
firm during 2000.
7
<PAGE> 10
SECTION 16(A) BENEFICIAL OWNERSHIP COMPLIANCE
Section 16(a) of the Securities and Exchange Act of 1934 requires the
Corporation's officers, directors, and persons who own more than ten percent of
a registered class of the Corporation's equity securities to file reports of
ownership and changes of ownership with the Securities and Exchange Commission.
Officers and directors and greater than ten percent shareholders are required by
SEC regulation to furnish the Corporation with copies of all Section 16(a) forms
that they file.
Based solely on review of the copies of such forms furnished to the Corporation
or written representations that no Form 5s were required, the Corporation
believes that all Section 16(a) filing requirements applicable to officers and
directors were complied with, except for the late reporting of single
transactions on a Form 4 by each of Mr. Harrington, Mr. Lefever and Mr. Cady,
and a late reporting on a Form 3 by Mr. Cady. The Corporation has no
shareholders who are ten percent beneficial owners.
RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANTS
The financial statements of the Corporation were reported on by Plante & Moran,
LLP, a firm of independent public accountants. Their opinion appears in the 1999
Annual Report of the Corporation.
No fees were paid to Plante & Moran, LLP for non audit services during 1999. A
representative of Plante & Moran, LLP will be present at the Annual Meeting and
will be available to answer questions asked by the stockholders and will be
offered an opportunity to make a statement.
SHAREHOLDER RETURN
Set forth below is a graph which summarizes the cumulative return experienced by
the Corporation's shareholders over the past five years compared with the S&P
500 Index and the S&P Major Regional Banks index. The presentation assumes that
the value of the investment in the Corporation's common stock and each index was
$100 on December 31, 1994 and that all dividends were reinvested.
CUMULATIVE TOTAL RETURNS
[CHART]
<TABLE>
<CAPTION>
1994 1995 1996 1997 1998 1999
<S> <C> <C> <C> <C> <C> <C>
County Bank Corp. 100 144 199 273 388 405
S&P 500 100 138 169 226 290 351
S&P Major Regional Banks 100 157 215 324 357 307
</TABLE>
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<PAGE> 11
OTHER MATTERS
The Board of Directors knows of no other matters which are to be brought before
the Annual Meeting. However, if any other matters properly come before the
meeting, it is the intention of the persons named in the enclosed form of proxy
to vote such proxy in accordance with their judgment on such matters.
A shareholder of the Corporation may obtain a copy of the Annual Report on Form
10-K for the fiscal year ended December 31, 1999 without charge by submitting a
written request to the following address:
Attention: Mr. Joseph Black, Treasurer
County Bank Corp
PO Box 250
Lapeer, MI 48446-0250
STOCKHOLDER PROPOSALS
The deadline for stockholders to submit proposals to be considered for inclusion
in Management's proxy, for next year's Annual Meeting of Stockholders, is
December 29, 2000. Proposals should be sent by certified mail, return receipt
requested to Laird A. Kellie, Secretary, County Bank Corp, 83 W. Nepessing
Street, PO Box 250, Lapeer, Michigan 48446.
Curt Carter
President and
Chief Executive Officer
9
<PAGE> 12
COUNTY BANK CORP
PROXY FOR 2000 ANNUAL MEETING
The undersigned stockholder of County Bank Corp hereby appoints Curt Carter
and/or Laird Kellie or as proxies with full power of
substitution to vote all of the capital stock of County Bank Corp, Lapeer,
Michigan, registered in the name of the undersigned at the close of business on
February 29, 2000 at the Annual Meeting of Stockholders of County Bank Corp,
Lapeer, Michigan, to be held at 3:30 p.m., Friday, April 21, 2000 at the Pix
Theatre, 172 East Nepessing St., Lapeer, Michigan.
1. To elect the following nominees to the Board of Directors:
<TABLE>
<S><C>
Class III Directors (Term expires 2003): Michael H. Blazo Thomas K. Butterfield Timothy Oesch
FOR ALL NOMINEES ( )* WITHHOLD ALL AUTHORITY ( )
</TABLE>
*NOTE: Withhold authority to vote for one or more nominees by placing their
name(s) on the line below:
----------------------------------------------------------------------------
2. To amend Article III of the Corporation's Articles of Incorporation to
increase the total number of authorized common shares, $5 par value, from
1,200,000 to 3,000,000.
FOR ( ) AGAINST ( ) ABSTAIN ( )
3. To transact such other business as may properly come before the meeting or
any adjournment thereof:
This proxy confers authority to vote "FOR" each proposition listed above unless
"AGAINST", or "WITHHOLD" is indicated. If any other business is presented at
the meeting, this proxy shall be voted in accordance with the judgment and
recommendations of the Board of Directors. All shares represented by properly
executed proxies will be voted as directed.
<PAGE> 13
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE NOMINEES. This proxy is
solicited on behalf of the Board of Directors and may be revoked prior to its
exercise by either written notice or personally at the meeting or by a
subsequently dated proxy.
DATED NUMBER OF SHARES
---------- ----------
----------------------------
----------------------------
Signature(s) of Stockholder(s)
(All joint owners must sign.
When signing as Attorney,
Executor, Administrator,
Trustee, or Guardian, please
give full title.
If more than one Trustee,
ALL should sign.)
PLEASE SIGN AND RETURN
IMMEDIATELY IN THE ENCLOSED
ENVELOPE.
