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
THE SMITHFIELD COMPANIES
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement, if other than Registrant)
Payment of Filing Fee (Check the appropriate box):
(X) $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
( ) $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
( ) Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
( ) Fee paid previously with preliminary materials.
( ) Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule, or Registration Statement No.:
3) Filing Party:
4) Date Filed:
<PAGE>
[Smithfield Logo Here]
June 21, 1996
Dear Stockholder:
You are cordially invited to attend the Annual Meeting of Stockholders of
The Smithfield Companies, Inc. to be held at The Max, 425 Water Street,
Portsmouth, Virginia, on Tuesday, July 30, 1996 at 9:00 A.M.
The matters scheduled for consideration at the Annual Meeting are the
election of directors and the ratification of the appointment of the Company's
independent auditors. We will also report to you on the Company's condition and
performance, and you will have ample opportunity to question management on
matters that affect the interests of all stockholders.
Whether you plan to attend or not, please complete, sign, date and return
the enclosed proxy card in the accompanying envelope at your earliest
convenience. Your vote is important.
/s/ RICHARD S. FULLER
Richard S. Fuller
President and Chief Executive Officer
<PAGE>
[Smithfield Logo Here]
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO OUR STOCKHOLDERS:
The Annual Meeting of Stockholders of The Smithfield Companies, Inc. will
be held at The Max, 425 Water Street, Portsmouth, Virginia on Tuesday, July 30,
1996 at 9:00 A.M. for the following purposes:
1. To elect directors for the ensuing year, or until their successors have
been elected and qualified;
2. To ratify the appointment of Coopers & Lybrand L.L.P. as independent
auditors for 1997; and
3. To transact such other business as may properly come before the meeting
or any adjournment thereof.
Only stockholders of record at the close of business on June 7, 1996 will
be entitled to notice of and to vote at the Annual Meeting or any adjournment
thereof.
Your attention is directed to the Proxy Statement accompanying this Notice
for a more complete statement regarding the matters to be acted upon at the
Annual Meeting.
By Order of the Board of
Directors
Peter D. Pruden, III
SECRETARY
June 21, 1996
IMPORTANT NOTICE
WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING, PLEASE COMPLETE,
SIGN, DATE AND RETURN THE ENCLOSED PROXY AS SOON AS POSSIBLE IN THE POSTPAID
ENVELOPE PROVIDED.
<PAGE>
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
JULY 30, 1996
GENERAL
The following information is furnished in connection with the solicitation
on behalf of the Board of Directors of proxies to be used at the Annual Meeting
of Stockholders (the "Meeting") of The Smithfield Companies, Inc. ("the
Company") to be held Tuesday, July 30, 1996, at the time and place and for the
purposes set forth in the accompanying Notice of Annual Meeting of Stockholders,
and at any adjournment thereof. Stockholders may revoke their proxies at any
time prior to their exercise by written notice to the Company, by submitting a
proxy bearing a later date, or by attending the Meeting and requesting to vote
in person.
The cost of solicitation of proxies will be borne by the Company.
Solicitation is being made by mail, and if necessary may be made in person, or
by telephone, telegram or special letter by officers and regular employees of
the Company acting without compensation other than regular compensation. Proxies
properly executed will be voted at the Annual Meeting or any adjournments
thereof in the manner specified therein.
The approximate mailing date of this Proxy Statement and the accompanying
proxy is June 21, 1996.
OUTSTANDING STOCK, RECORD DATE AND VOTING SECURITIES
The only class of outstanding voting securities of the Company is its
Common Stock, no par or stated value (the "Common Stock").
Stockholders of record at the close of business on June 7, 1996 will be
entitled to vote at the Meeting. On that date, the Company had outstanding
1,376,460 shares of Common Stock. Each share of Common Stock is entitled to one
vote at the Meeting. The presence in person or by proxy of the holders of a
majority of the issued and outstanding shares of Common Stock will constitute a
quorum for the transaction of such business as shall come before the Meeting.
Voting rights of the Common Stock are non-cumulative, so that holders of a
majority of the outstanding shares represented at the Meeting can elect all of
the directors.
Presence in person or by proxy of the holders of a majority of the
outstanding shares of Common Stock entitled to vote at the Meeting will
constitute a quorum. Shares for which the holder has elected to abstain or to
withhold the proxies authority to vote on a matter will count toward a quorum,
but "broker non-votes" will not count toward a quorum. Except for the election
of directors, approval of other matters to be considered at the Meeting will
require the affirmative vote of the holders of at least a majority of the share
of outstanding Common Stock represented at the Meeting. If a stockholder,
present in person or by proxy, abstains on any matter, the stockholder's shares
will not be voted on such matter. Thus an abstention from voting on a matter has
the same legal effect as a vote "against" the matter, even though the
stockholder may interpret such action differently. Conversely, broker non-votes
have no effect on the vote. With respect to the election of directors, the
nominees receiving the greatest number of votes cast for the election of
directors will be elected.
1
<PAGE>
PRINCIPAL STOCKHOLDERS
The only persons known by the Company to own beneficially more than 5% of
the Company's Common Stock, the only class of outstanding voting securities of
the Company, as of June 7, 1996, are:
NAME AND ADDRESS OF AMOUNT AND NATURE OF PERCENT
BENEFICIAL OWNER BENEFICIAL OWNERSHIP OF CLASS
James L. Cresimore 257,118(1) 18.0%
P.O. Box 17743
Raleigh, NC 27619
SF Investments, Inc. 214,248 15.0%
R Thompson-Wilmington Trust
Rodney Square North
Wilmington, DE 19890
Peter D. Pruden, III 193,272(2) 13.5%
311 County Street
Portsmouth, VA 23704
Richard S. Fuller 185,356(3) 13.0%
311 County Street
Portsmouth, VA 23704
Quest Advisory Corp. 83,200 5.8%
1414 Avenue of the Americas
New York, NY 10019
The Smithfield Companies, Inc. 80,279(4) 5.6%
Employee Stock Ownership Plan
311 County Street
Portsmouth, VA 23704
(1) Includes 5,000 shares subject to presently exercisable stock options
and 3,500 shares owned by Mr. Cresimore's wife as to which Mr. Cresimore
disclaims beneficial ownership and which Mr. Cresimore's wife has sole voting
power and investment power.
(2) Includes 12,500 shares subject to presently exercisable stock options
and 2,000 shares held as custodian under the Uniform Gift to Minors Act.
Includes 4,484 shares in which Mr. Pruden had a vested interest pursuant to the
Company's Employee Stock Ownership Plan for which he exercises voting power but
does not exercise dispositive power.
(3) Includes 17,500 shares subject to presently exercisable stock options
and 200 shares owned by Mr. Fuller's wife as to which Mr. Fuller disclaims
beneficial ownership and which Mr. Fuller's wife has sole voting power and
investment power. Includes 5,656 shares in which Mr. Fuller had a vested
interest pursuant to the Company's Employee Stock Ownership Plan for which he
exercises voting power but does not exercise dispositive power.
(4) The trustee of the Company's Employee Stock Ownership Plan ("the ESOP")
is Central Fidelity Bank ("the Trustee"). The Trustee exercises voting power
with respect to shares of the ESOP not allocated to individual accounts and
exercises dispositive power to all shares held by the ESOP.
2
<PAGE>
ELECTION OF DIRECTORS
Three directors will be elected at the Annual Meeting. One director will be
elected to serve for a term of two years expiring on the date of the Annual
Meeting in 1998. Two directors will be elected to serve for terms of three years
expiring on the date of the Annual Meeting in 1999. Each director will continue
in office until a successor has been elected. If any nominee is unable to serve,
which the Board of Directors has no reason to expect, proxies will be voted for
the remaining nominees or such other person or persons as may be designated by
the Board of Directors. The names of the nominees for directors of the Company
and the names of directors of the Company whose terms of office will continue
after the Annual Meeting are listed in the following table.
<TABLE>
<CAPTION>
SHARES OF STOCK
BENEFICIALLY
DIRECTOR PRINCIPAL OCCUPATION OWNED AS OF PERCENTAGE
NAME AND AGE OF DIRECTORS SINCE AND OTHER INFORMATION(1) JUNE 7, 1996 OF CLASS
<S> <C> <C> <C> <C>
NOMINEE FOR TERM ENDING
IN 1998
Bernard C. Baldwin, III (52) Partner with the law firm of 100 *
Edmunds & Williams
NOMINEES FOR TERM ENDING
IN 1999
Peter D. Pruden, III (51) 1981 Executive Vice President and 193,272(2)(4) 13.5%
Secretary of the Company
Edward Acree (71) 1983 President of Edward Acree and 27,978(3) 2.0%
Assoc.
CONTINUING DIRECTORS WHOSE
TERM ENDS IN 1997
James L. Cresimore (68) 1985 Chairman of Allegiance 257,118(3)(7) 18.0%
Brokerage Company; Chairman
of the Board
of the Company
Richard S. Fuller (49) 1981 President and Chief Executive 185,356(6) 13.0%
Officer of the Company
CONTINUING DIRECTOR WHOSE
TERM ENDS IN 1998
Frank H. Buhler (69) 1985 Chairman and C.E.O. of Old 15,020(3)(5) 1.1%
Dominion Box Co.
All Directors and Officers as 687,949 48.1%
a Group (7 persons)
</TABLE>
* Less than 1%.
(1) There has been no change in principal occupation or employment during
past five years.
(2) Includes 12,500 shares subject to presently exercisable stock options.
(3) Includes 5,000 shares subject to presently exercisable stock options.
(4) Includes 4,484 shares in which Mr. Pruden had a vested interest
pursuant to the Company's Employee Stock Ownership Plan. Includes 2,000 shares
held as custodian under the Uniform Gift to Minors Act.
3
<PAGE>
(5) Includes 4,980 shares owned by Mr. Buhler's wife as to which Mr. Buhler
disclaims beneficial ownership and which Mr. Buhler's wife has sole voting power
and investment power.
(6) Includes 5,656 shares in which Mr. Fuller had a vested interest
pursuant to the Company's Employee Stock Ownership Plan. Includes 17,500 shares
subject to presently exercisable stock options. Includes 200 shares owned by Mr.
Fuller's wife as to which Mr. Fuller disclaims beneficial ownership and which
Mr. Fuller's wife has sole voting power and investment power.
(7) Includes 3,500 shares owned by Mr. Cresimore's wife as to which Mr.
Cresimore disclaims beneficial ownership and which Mr. Cresimore's wife has sole
voting power and investment power.
COMPLIANCE WITH BENEFICIAL OWNERSHIP REPORTING RULES
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
directors, executive officers and persons who own more than 10% of the Company's
Common Stock, to file with the Securities and Exchange Commission initial
reports of ownership of the Company's Common Stock on Form 3 and reports of
changes therein on Form 4 and 5. Based on its review of the forms required by
Section 16(a) of the Securities Exchange Act of 1934 that have been received by
the Company or written representations from certain reporting persons that no
statements on Form 5 were required, the Company believes that all filing
requirements applicable to its officers, directors or beneficial owners of
greater than 10% of its Common Stock have been complied with.
INFORMATION CONCERNING THE BOARD OF DIRECTORS
DIRECTORS' FEES
Directors, who are not employees of the Company, receive $1,100 for each
Board meeting attended and $500 for each committee meeting attended.
Edward Acree, a director of the Company is the President of Edward Acree &
Associates, a marketing consulting firm which renders services to the Company.
Edward Acree & Associates received $12,000 from the Company during the 1996
fiscal year.
Bernard C. Baldwin, III, a director of the Company, is a partner with the
law firm of Edmunds & Williams, the Company's Counsel. Edmunds & Williams was
paid $61,333 in fees during the 1996 fiscal year.
COMMITTEES OF THE BOARD OF DIRECTORS AND MEETING ATTENDANCE
The Board of Directors held four meetings during the year. The committees
of the Board of Directors include a Compensation Committee and an Audit
Committee. The Board has no nominating Committee.
The Compensation Committee includes Edward Acree, Chairman, James L.
Cresimore and Frank H. Buhler. The committee approves the compensation to be
paid to the Company's executive officers and also approves the issuance of stock
options under the Company's Stock Option Plan. The committee held two meetings
during the year.
The Audit Committee includes Frank H. Buhler, Chairman and Edward Acree.
The Committee's primary responsibility is the recommendation to the Board of
Directors of a firm to be engaged by the Company as its independent public
accountants and to review the results of the independent accountants'
examination and recommendations with respect to accounting practices and
procedures and internal control. The Committee held one meeting during the year.
4
<PAGE>
All Directors of the Company attended at least 75% of all meetings of the
Board and of Committees of the Board on which they served.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
James L. Cresimore, Chairman of the Board of the Company, serves on the
Compensation Committee. Mr. Cresimore is not an employee, nor does he receive a
salary (other than director's fees) from the Company.
James L. Cresimore, Chairman of the Board of the Company is Chairman of the
Board of Allegiance Brokerage Company, a food broker which performed food
brokerage services for the Company's Bunker Hill division. Allegiance received
payments for sales brokerage commissions totaling $68,377 from the Company
during the 1996 fiscal year.
Frank H. Buhler, a director of the Company is Chairman and C.E.O. of Old
Dominion Box Co. which supplies packaging materials to the Company's Bunker Hill
and Williamsburg units. Old Dominion Box Co. received $7,289 from the Company
during the 1996 fiscal year.
The Company believes the terms of these arrangements are competitive with
those available from unaffiliated vendors and are in the normal course of
business.
EMPLOYMENT AGREEMENTS
The Company has employment agreements, dated June 7, 1988 with Richard S.
Fuller and Peter D. Pruden, III. These employment agreements are initiated only
if an individual or entity owns an 20% interest in the Company's Common Stock by
direct or beneficial ownership and the employee is still in the employment of
the Company. Until an 20% interest in the Company's Common Stock is owned by an
individual or entity, Messrs. Fuller and Pruden are at will employees of the
Company. If the employment agreement is initiated, the employee will receive a
gross annual salary of an amount equal to the highest annual salary ever
received by the employee from the Company. The term of the employment agreements
are five years from the date they are initiated. In the event of a "change in
control" of the Company, the employee may terminate his employment and receive a
one time severance pay of three times the employee's annual salary. "Change in
control" is defined as (a) the acquisition by a third person or entity of 30% or
more of the Company's outstanding shares or (b) a transaction that results in
the persons who were directors of the Company before the transaction ceasing to
constitute a majority of the Board of Directors of the Company and the Board
fails to recommend the transaction to the stockholders of the Company.
5
<PAGE>
EXECUTIVE COMPENSATION
The following table sets forth the annual and long-term compensation for
the Company's Chief Executive Officer and its other executive officers whose
annual compensation exceeded $100,000 as well as the total compensation paid to
each individual for the Company's two previous fiscal years.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
ANNUAL COMPENSATION AWARDS
NAME AND OTHER ANNUAL STOCK ALL OTHER
PRINCIPAL POSITION YEAR SALARY BONUS COMPENSATION OPTIONS COMPENSATION (1)
($) ($) ($) (#) ($)
<S> <C> <C> <C> <C> <C> <C>
Richard S. Fuller, 1996 119,226 50,000 * -- 18,076
President and Chief 1995 116,019 49,754 * -- 6,714
Executive Officer 1994 112,407 32,734 * -- 5,671
Peter D. Pruden, III 1996 100,769 24,279 * -- 14,681
Executive Vice 1995 98,064 18,842 * -- 5,144
President 1994 95,020 15,199 * -- 4,335
</TABLE>
*Perquisites during the year were not in excess of the lesser of $50,000 and 10%
of salary and bonus. There is no other "Other Annual Compensation."
(1) These amounts include Company contributions to its Profit Sharing Plan and
Employee Stock Ownership Plan allocated to each named executive officer.
OPTION/SAR GRANT TABLE
There were no options or SAR's granted to executive officers during the year
ended March 31, 1996.
AGGREGATE OPTION/SAR EXERCISES IN
THE LAST FISCAL YEAR AND FISCAL YEAR END OPTION/SAR VALUES
<TABLE>
<CAPTION>
VALUE OF UNEXERCISED
NUMBER OF UNEXERCISED IN-THE-MONEY
OPTIONS/SARS AS OF OPTIONS/SARS
SHARES ACQUIRED VALUE 3/31/96 AS OF 3/31/96
NAME ON EXERCISE REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
(#) ($) (#) (#) ($) ($)
<S> <C> <C> <C> <C> <C> <C>
Richard S. Fuller 0 0 17,500 0 $58,750 0
Peter D. Pruden, III 0 0 12,500 0 $41,250 0
</TABLE>
The fair market value of a share of common stock on March 31, 1996 was $11.25.
6
<PAGE>
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Compensation Committee of the Board is comprised of nonemployee
directors and has the responsibility for establishing general compensation and
employee benefit policies and the specific compensation of the Company's
executive officers. The Compensation Committee also has the authority to fix the
terms of and grant options under the Company's Stock Option Plan. Conceptually,
the committee believes bonuses should only be awarded for above average
performance.
In general, the Compensation Committee strives to meet the following
objectives in making compensation decisions: 1) provide overall compensation
that equals industry standards to ensure the Company's ability to attract and
retain highly qualified personnel; 2) re-enforce performance objectives through
the use of incentive compensation programs, 3) reward excellent individual
performance with special consideration to specific projects completed or adverse
conditions overcome; and 4) provide incentive to contribute to the long-term
growth of the Company and shareholder value. The committee believes the
compensation paid for the year ended March 31, 1996 met its objectives. There
are currently three principal components to executive compensation -- salaries,
bonuses and stock options. Total compensation is weighted more heavily on
incentives that are based on the income generated by each operating division of
the Company.
BASE COMPENSATION: Base salaries are determined annually based on the
executive's background, experience and overall performance with the Company. The
Committee annually examines market compensation levels and trends observed in
the labor market. Salary decisions are determined by the committee in a
subjective annual review considering all of the above informal policies and
practices, with consideration given to direct input from the Chief Executive
Officer ("CEO"). This annual review consists of discussions with the CEO and
considers the decision-making responsibilities, experience and work performance
of each executive. After considering all of these objectives, the Committee
recommended increases in base compensation of approximately 3% during the year.
ANNUAL BONUS PLAN: Bonuses are determined annually on the basis of an
informal plan which sets targets that an individual may achieve. The established
targets are set at the beginning of the fiscal year. Minimum income standards
based on a rate of return on assets must be established before a bonus is
received. The CEO's input is considered when setting measures and goals for
other executive officers. Bonus awards for most executive officers are
calculated pursuant to a formula based on pre-tax income, either on a
consolidated basis or for a particular subsidiary and also includes amounts for
pre-established goals during the year. Bonus awards in 1996 included amounts
associated with the successful sale of the Company's Bunker Hill division. Bonus
awards for fiscal 1996 averaged 32% of the executive base salary compared to an
average of 26% for fiscal 1995. The increase is due to the sale of the Bunker
Hill division during the year.
STOCK OPTIONS: Individual stock option grants are determined by the
Committee on an individual basis to provide executive officers long term
incentives to increase shareholder value.
CEO COMPENSATION: In evaluating compensation for the chief executive
officer, the Compensation Committee has historically followed the same
principles generally applicable to other executive officers. Base compensation
for 1996 for the CEO increased 3% over 1995 which was comparable to the other
executive officers. For fiscal 1996 the Compensation Committee recommended a
bonus for Mr. Fuller which was based on the Committee's view of his leadership
and individual performance and the execution of the sale of assets of the
Company's Bunker Hill division. Mr. Fuller's fiscal 1996 bonus amounted to 42%
of his base salary compared to 43% for fiscal 1995.
By the Compensation Committee
Edward Acree, Chairman, Frank H. Buhler,
James L. Cresimore
7
<PAGE>
PERFORMANCE GRAPH
The following graph sets forth the cumulative shareholder return (assuming
reinvestment of dividends), for the period from March 31, 1991 through March 31,
1996 from an investment of $100 in: 1) The Company's Common Stock 2) The Russell
2000, a small-cap overall market index, and 3) a Company-selected peer group
(the Peer Group Index)
[Graph Goes Here]
3/91 3/92 3/93 3/94 3/95 3/96
The Smithfield Companies, Inc. 100 112 118 109 140 181
The Peer Group Index 100 83 86 102 147 131
The Russell 2000 100 121 139 154 163 211
The Peer Group Index, which is weighted by market capitalization, consists
of seven publicly traded companies in the food manufacturing industry whose
business and operations are believed by the Company's management to be
comparable to those of the Company. The Companies included in the Peer Group
Index are: Doughtie's Foods, Inc., Provena Foods, Inc., Seneca Foods Corp.,
Stokely USA, Inc., and Goodmark Foods, Inc.
APPOINTMENT OF AUDITORS
Subject to ratification by the shareholders the Board of Directors has
re-appointed Coopers & Lybrand L.L.P. as independent accountants to audit the
financial statements of the Company for the current fiscal year.
Representatives of Coopers & Lybrand L.L.P. are expected to be present at
the Annual Meeting and will have an opportunity to make a statement if they so
desire and will be available to respond to appropriate questions.
8
<PAGE>
1997 ANNUAL MEETING OF STOCKHOLDERS
Any shareholder desiring to make a proposal to be acted upon at the 1997
Annual Meeting must present such proposal to the Company no later than March 31,
1997, by certified mail, return receipt requested.
OTHER MATTERS
As of the date of this Proxy Statement, management of the Corporation has
no knowledge of any matters to be presented for consideration at the Annual
Meeting other than those referred to above. If any other matters properly come
before the Annual Meeting, the persons named in the accompanying proxy intend to
vote such proxy, to the extent entitled, in accordance with their best judgment.
Copies of the Company's Annual Report on Form 10-K for the year ended March
31, 1996, as filed with The Securities and Exchange Commission, can be obtained
without charge, upon written request to: Mark D. Bedard, Chief Financial
Officer, The Smithfield Companies, Inc., The Smithfield Building, 311 County
Street, Suite 203, Portsmouth, Virginia 23704.
By Order of the Board of Directors,
Peter D. Pruden, III
SECRETARY
June 21, 1996
9
<PAGE>
THE SMITHFIELD COMPANIES, INC.
PROXY THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Richard S. Fuller and Peter D. Pruden, III as
Proxies, each with the power to appoint his substitute and hereby authorizes
them to represent and to vote as designated below, all the shares of common
stock of The Smithfield Companies, Inc. held on record by the undersigned on
June 7, 1996, at the annual meeting of shareholders to be held on July 30, 1996,
or any adjournment thereof.
1. ELECTION OF DIRECTORS:
<TABLE>
<S> <C>
[ ] FOR all nominees listed below [ ] WITHHOLD AUTHORITY to vote for all nominees
listed below
(except as indicated to the contrary below)
</TABLE>
Bernard C. Baldwin, III, Peter D. Pruden, III and Edward Acree
(INSTRUCTION: To withhold authority to vote for any individual nominee write
that nominee's name on the space provided below.)
2. PROPOSAL TO RATIFY THE APPOINTMENT OF COOPERS & LYBRAND L.L.P. as the
independent public accountants of the corporation.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
3. The transaction of any other business which may properly come before the
Meeting. Management at present knows of no other business to be presented at
the Meeting.
(Continued and to be signed on the reverse)
<PAGE>
(Continued from other side)
This proxy, when properly executed, will be voted in the manner directed by
the undersigned shareholder. If no direction is made this proxy will be voted
FOR each proposal.
Dated , 1996
Signature
Signature if held jointly
Please mark, sign, date and return
the Proxy Card promptly, using the
enclosed envelope.
