<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement [_] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
Lakeland 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):
-------------------------------------------------------------------------
(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:
-------------------------------------------------------------------------
(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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Notes:
<PAGE>
LAKELAND BANCORP, INC.
-------- ------- ----
OAK RIDGE, NEW JERSEY 07438
--- ------ --- ------ -----
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
May 14, 1997
Notice is hereby given that the Annual Meeting of Stockholders of Lakeland
Bancorp, Inc. will be held at its Administrative Office, 250 Oak Ridge Road, Oak
Ridge, New Jersey 07438 on Wednesday, May 14, 1997 at 5:00 p.m. for the
following purposes:
1. To elect two directors as set forth in the annexed Proxy Statement.
2. To transact such other business as may properly come before the
meeting.
In accordance with the Bylaws of Lakeland Bancorp, Inc., the close of business
on April 14, 1997, has been fixed as the record date for the determination of
stockholders entitled to notice of, and to vote at, the Annual Meeting of
Stockholders or any adjournment or adjournments thereof.
Enclosed is the Annual Report, a Proxy Statement, and form of Proxy. You are
cordially invited to attend this meeting. It is important that your shares be
represented, regardless of the number you own. Please return the enclosed
proxy, duly signed, as promptly as possible, in the enclosed self-addressed
envelope.
By Order of the Board of Directors
BRUCE G. BOHUNY, SECRETARY
Oak Ridge, New Jersey
April 18, 1997
<PAGE>
LAKELAND BANCORP, INC.
-------- -------- ----
PROXY STATEMENT
----- ---------
Annual Meeting of Stockholders, May 14, 1997
Approximate Mailing Date: April 18, 1997
SOLICITATION OF PROXY
------------ -- -----
THE ENCLOSED PROXY IS SOLICITED BY AND ON BEHALF OF THE BOARD OF DIRECTORS OF
LAKELAND BANCORP, INC. (hereinafter called "Lakeland") for use in connection
with the Annual Meeting of Stockholders to be held at its Administrative Office,
250 Oak Ridge Road, Oak Ridge, New Jersey 07438, on Wednesday, May 14, 1997, at
5:00 p.m., and at any adjournments thereof. The matters to be considered and
acted upon at such meeting are referred to in the enclosed notice of such
meeting and are more fully discussed below.
Only stockholders of record at the close of business on April 14, 1997, the
record date fixed by the Board of Directors, will be entitled to notice of, and
to vote at, the Annual Meeting. If the enclosed Proxy is properly executed and
returned to Lakeland and not revoked before its exercise, all shares represented
thereby will be voted as specified in the form of Proxy. If the Proxy is signed
but no specification is given, the shares will be voted in favor of the Board's
nominees for election to the Board. The Proxy will enable you to assure that
your shares are voted and to aid in securing a quorum at the meeting.
THE ENTIRE COST OF THIS SOLICITATION WILL BE BORNE BY LAKELAND. Officers and
regular employees of Lakeland may also, but without additional compensation,
solicit proxies by further mailings, personal conversations, telephone,
telegraph, or facsimile.
REVOCATION OF PROXY
---------- -- -----
THE ENCLOSED PROXY MAY BE REVOKED IN PERSON OR IN WRITING BY NOTIFICATION TO THE
SECRETARY, BRUCE G. BOHUNY, LAKELAND BANCORP, INC., 250 OAK RIDGE ROAD, OAK
RIDGE, NEW JERSEY 07438, AT ANY TIME PRIOR TO ITS EXERCISE OR BY SUBMITTING A
DULY SIGNED, LATER-DATED PROXY.
CAPITAL STOCK OUTSTANDING
------- ----- -----------
At the close of business on December 31, 1996, there were 3,375,590 shares of
Lakeland's common stock, par value $2.50 per share (the "Common Stock"),
outstanding and entitled to vote at the Annual Meeting. Each share will be
entitled to one vote on all matters properly coming before the meeting.
Provided that a quorum is present, directors will be elected by a plurality vote
(there is no right to vote stock cumulatively). A majority of the shares of
Common Stock outstanding on the record date will constitute a quorum for
purposes of the Annual Meeting. For purposes of determining the votes cast with
respect to any matter presented for consideration at the Annual Meeting, only
those votes cast "for" or "against" are included. Abstentions and broker non-
votes are counted only for the purpose of determining whether a quorum is
present at the Annual Meeting.
- 1 -
<PAGE>
To Lakeland's knowledge, there is only one person who beneficially owned more
than 5% of the outstanding voting securities of Lakeland as of December 31,
1996. Information regarding such persons' beneficial ownership is set forth
below:
Amount and Nature
of Beneficial Ownership
Name and Address as of December 31, 1996 % of Class
- ---------------- ----------------------- ----------
John W. Fredericks 222,424 (1) 6.59%
382 Osprey Lane
Mantoloking, N.J. 08738
(1) Includes 56,188 shares owned by Mr. Fredericks' wife, Jane D. Fredericks;
53,855 shares held in the name of John W. Fredericks, Jane D. Fredericks
and Mark J. Fredericks, Trustees for Fredericks Fuel and Heating Service
Employee Profit Sharing Plan U-A 7/1/71; and 46,665 shares held in the name
of Trust U/W Wilbur Fredericks.
PROPOSAL ONE -- ELECTION OF DIRECTORS
-------- --- -------- -- ---------
Unless a shareholder either indicates "withhold authority" on his proxy or
indicates on his proxy that his shares should not be voted for certain nominees,
it is intended that the persons named in the proxy will vote for the election as
directors of the two persons named in Table I below to serve until the
expiration of their respective terms and thereafter until their successors shall
have been duly elected and shall have qualified. Discretionary authority is
also solicited to vote for the election of a substitute for any of said nominees
who, for any reason presently unknown, cannot be a candidate for election.
Table I sets forth the names and ages of the nominees for election to the Board
of Directors, the positions and offices presently held by each such person
within Lakeland, the period during which each such person has served on
Lakeland's Board of Directors, the expiration of their respective terms, the
principal occupations and employment of each such person during the past five
years, and the
number of shares of Lakeland Common Stock which they beneficially owned as of
December 31, 1996. Table II set forth comparable information with respect to
those directors whose terms of office will continue beyond the date of the
Annual Meeting. Unless otherwise indicated, positions have been held for more
than five years. Unless otherwise stated in the footnotes following the tables,
the nominees and other directors listed in the tables have sole power to vote
and dispose of the shares which they beneficially owned as of December 31, 1996.
All of the persons named in both tables have been directors of Lakeland State
Bank for at least five years, with the exception of Mark J. Fredericks, who was
appointed to the Board of Directors of Lakeland Bancorp, Inc. and Lakeland State
Bank on October 12, 1994, to fill the unexpired term of Henry T. Drost, and Mary
Ann Deacon, who was appointed to the Board of Directors of Lakeland Bancorp,
Inc. and Lakeland State Bank on November 8, 1995. Mark J. Fredericks is John W.
Fredericks' son.
- 2 -
<PAGE>
TABLE I
NOMINEES FOR ELECTION AS DIRECTORS
<TABLE>
<CAPTION>
SHARES BENEFICIALLY
OWNED AS OF
DECEMBER 31, 1996
-------------------
DIRECTOR EXPIRATION BUSINESS NUMBER PERCENT
NAME AND ADDRESS SINCE OF TERM EXPERIENCE OF SHARES OF CLASS
- ---------------------------------------- ---------- ------------- ------------------- --------- --------
<S> <C> <C> <C> <C> <C>
Bruce G. Bohuny 1989 2000 Secretary, Lakeland 61,842 1.83%
Age 64 Bancorp, Inc. (a)
(5/19/89 to present);
Secretary, Lakeland
State Bank
(5/19/69) to present;
President,
Brooks Limited
(a real estate
development corp.),
Wyckoff, NJ
Mary Ann Deacon 1995 2000 Secretary/Treasurer 4,944 .15%
Age 45 of Deacon Homes Inc.
and Deacon Development
Corp. (real estate
development corps.),
Sparta, N.J.
</TABLE>
Included in the amounts beneficially owned listed in the tables, the directors
of Lakeland Bancorp, Inc. held the following interests:
(a) Includes 7,418 shares owned by Mr. Bohuny's wife, Judy Bohuny; 383 shares
held in name of the Estate of Emma Bohuny -- Bruce G. Bohuny, Executor;
3,703 shares owned by Mr. Bohuny's son; 1,523 shares held in a Keogh Plan
for Bruce G. Bohuny; and 564 shares held by Brooks Ltd. of which Mr.
Bohuny is president.
TABLE II
OTHER DIRECTORS
<TABLE>
<CAPTION>
SHARES BENEFICIALLY
OWNED AS OF
DECEMBER 31, 1996
--------------------
DIRECTOR EXPIRATION BUSINESS NUMBER PERCENT
NAME AND ADDRESS SINCE OF TERM EXPERIENCE OF SHARES OF CLASS
- ------------------------- ------------- --------- ------------------ --------- ---------
<S> <C> <C> <C> <C> <C>
Robert B. Nicholson 1989 1999 Chairman, Lakeland 163,149 4.83%
Age 68 Bancorp, Inc. (b)
(5/19/89 to present);
Chairman, Lakeland
State Bank
(5/19/69 to present);
Chairman, Eastern
Propane Corp.,
Oak Ridge, NJ
(9/21/88 to present)
</TABLE>
- 3 -
<PAGE>
<TABLE>
<S> <C> <C> <C> <C> <C>
Arthur L. Zande 1989 1999 Executive Vice 9,927 .29%
Age 62 President & (c)
CEO, Lakeland
Bancorp, Inc.
(5/19/89 to present);
Executive Vice
President &
CEO, Lakeland
State Bank
(10/1/72 to present)
Mark J. Fredericks 1994 1999 President of Keil 70,726 2.10%
Age 35 Oil Company, (d)
Riverdale, NJ
John W. Fredericks 1989 1998 President, Lakeland 222,424 6.59%
Age 60 Bancorp, Inc. (e)
(5/19/89 to present);
President, Lakeland
State Bank
(5/19/69 to present);
President and Owner,
Fredericks Fuel and
Heating Service
Oak Ridge, NJ
John Pier, Jr. 1989 1998 Dentist, 40,973 1.21%
Age 70 West Milford,NJ (f)
</TABLE>
(b) Includes 44,688 shares owned by Mr. Nicholson's wife, Shirley M.
Nicholson; 18,670 shares registered in the name of Eastern Propane Corp.
(a corporation of which Mr. Nicholson is Chairman of the Board); and 4,697
shares owned by Mr. Nicholson's son, Robert B. Nicholson III.
(c) Includes 934 shares held jointly with Mr. Zande's wife, Nancy T. Zande.
(d) Includes 9,641 shares owned by Mr. Fredericks' wife, Shelley B.
Fredericks; 7,357 shares held by Mark J. Fredericks cust. for Douglas;
7,564 held by Mark J. Fredericks cust. for William; 7,563 shares held by
Mark J. Fredericks cust. for Leanne; 7,467 shares held by Mark J.
Fredericks cust. for Emily; 7,449 shares held by Keil Oil, Inc., Profit
and Sharing Plan, Inc., and 53,855 shares held by Mark J. Fredericks
Trustee for Fredericks Fuel and Heating Service.
(e) Includes 56,188 shares owned by Mr. Fredericks' wife, Jane D. Fredericks;
53,855 shares held in the name of John W. Fredericks, Jane D. Fredericks
and Mark J. Fredericks, Trustees for Fredericks Fuel and Heating Service
Employee Profit Sharing Plan U/A 7/1/71; and 46,665 shares held in the
name of Trust U/W Wilbur Fredericks.
(f) Includes 2,064 shares owned by Mr. Pier's wife, Jane Pier; 4,312 shares
owned by Mr. Pier and his wife, Jane Pier, jointly; 120 shares held by Mr.
Pier's wife, Jane Pier, as Custodian for Mr. Pier's son, John Pier, under
the N.J. Uniform Gift to Minors Act; and 6,058 shares held in an IRA for
Mr. Pier.
- 4 -
<PAGE>
The executive officers and directors of Lakeland (8 persons) benefically owned
573,985 shares (or 17%) of Lakeland's outstanding Common Stock on December 31,
1996.
EXECUTIVE COMPENSATION
-----------------------
The following table sets forth, for the years ended December 31, 1994, 1995, and
1996, the cash compensation paid by Lakeland and its subsidiary, as well as
certain other compensation paid or accrued by such entities for those years, to
or with respect to Lakeland's Chief Executive Officer, the only executive
officer whose total annual salary and bonus for 1996 exceeded $100,000 (the
"Named Officer"), for services rendered in all capacities as an executive
officer during such period.
SUMMARY COMPENSATION TABLE
----------------------------
<TABLE>
<CAPTION>
Name and Principal Annual Compensation (A) All Other (B)
Position Year Salary Bonus Compensation
- ------------------- ---- ------------- -------- -------------
<S> <C> <C> <C> <C>
Arthur L. Zande 1996 $180,000 $ - $ 74,350
Executive Vice
President and 1995 165,000 - 100,923
Chief Executive
Officer 1994 155,769 - 30,421
</TABLE>
(A) During the three years ended December 31, 1996, Mr. Zande did not receive
perquisites (i.e., personal benefits) in excess of 10% of his reported
salary and bonus.
(B) All other compensation in 1996 was comprised of the following: An annual
contribution of $1,404 made by Lakeland State Bank for annual premiums for
term life insurance in excess of $50,000 for Mr. Zande; annual
contributions to the Bank's profit sharing plan on behalf of Mr. Zande of
$16,193; increases to Mr. Zande's profit sharing plan account of $50,417,
reflecting his allocated portion of plan earnings and forfeitures; and the
fair market value of the personal use of a company car of $6,336.
BOARD COMMITTEES AND DIRECTORS' COMPENSATION
------------------------------------------------
The Board of Directors of Lakeland does not have a remuneration committee or any
other committee other than those discussed herein. No remuneration was paid to
committee members during 1996 for attendance at committee meetings.
The Board of Directors met twenty-four times during 1996 and no director
attended less than 75% of the aggregate of the total number of meetings of the
Board and the total number of meetings held by all committees of the Board on
which he served.
- 5 -
<PAGE>
The Audit Committee, which consists of John Pier, Jr., Albert S. Riggs, and
Bruce G. Bohuny, reviews the reports submitted by Radics and Company, Lakeland's
independent accountants. Recommendations and comments made by the accountants
are then discussed with the Board of Directors and management. The Audit
Committee met four times during 1996.
The Nominating Committee, consisting of Albert S. Riggs and John Pier, met once
during 1996 to select nominees for the Board of Directors. This Committee has
not developed procedures for considering nominations made by shareholders.
All directors of Lakeland receive an annual retainer fee of $4,500, with the
exception of Arthur L. Zande. Directors currently receive a fee of $500 for
each meeting of Lakeland's Board of Directors which they attend.
COMPENSATION COMMITTEE INTERLOCKS
----------------------------------
AND
---
INSIDER PARTICIPATION
----------------------
The Board of Directors does not maintain a compensation committee. Accordingly,
compensation decisions are made by the entire Board of Directors. During the
year ended December 31, 1996, the following individuals served as members of the
Board of Directors:
Bruce G. Bohuny Robert B. Nicholson
Mary Ann Deacon John Pier, Jr.
John W. Fredericks Albert S. Riggs
Mark J. Fredericks Arthur L. Zande
Of the persons named, Messrs. Nicholson, John Fredericks, Zande, and Bohuny were
and are employees of Lakeland or its subsidiary.
Mr. John Fredericks and Mr. Nicholson are two of the three partners in a joint
venture which owns certain property in Newton, New Jersey. Lakeland State Bank
rents space (pursuant to a lease expiring on October 1, 2000) in the building
located on this property for a branch office, at an annual rental of $58,359.
Mr. John Fredericks and Mr. Nicholson are the President and Chairman,
respectively, of Lakeland.
Lakeland State Bank has had, and expects to have in the future, transactions in
the ordinary course of its business with directors, officers, principal
stockholders, and their associates, on the same terms, including interest rates
and collateral, as those prevailing at the same time for comparable transactions
with others, and that do not involve more than the normal risk of collectability
or other unfavorable features.
- 6 -
<PAGE>
BOARD REPORT ON EXECUTIVE COMPENSATION
------------------------------------------
Lakeland does not have a compensation committee, and, accordingly, policies
concerning the compensation of executive officers, including the Chief Executive
Officer, are established by the entire Board of Directors. Pursuant to
regulations adopted by the Securities and Exchange Commission, the Board has
prepared the following report with respect to compensation for executive
officers.
Lakeland's current compensation program focuses upon the salaries of executive
officers and is designed to provide appropriate reimbursement for services
rendered. Traditionally, the salaries of the Chief Executive Officer and the
other executive officers have been set at levels which are perceived by the
Board to be comparable to the salaries of executive officers of other banks
which the Board considers to be comparable to Lakeland.
Included in this comparison of comparable banks are 14 banks in New Jersey
ranging in asset size from $175,000,000 to $474,000,000. Of these 14 banks, 3
are included in the Peer Group Index, which is comprised of Media General
Financial Services' Middle Atlantic Banks Group, and are represented in the
Performance Graph, which is shown later in this document.
Salaries are determined annually, and, accordingly, the Board reviews each
executive officer's performance on a yearly basis. With respect to Mr. Zande's
salary, in addition to the comparative analysis described above, the Board
specifically focuses on the Chief Executive Officer's individual performance and
the manner in which such performance contributed to Lakeland's overall
performance during the prior year. Mr. Zande does not participate in the
determination of his own salary.
Executive officers are also provided with standard benefits, including various
health and life insurance benefits. Lakeland also makes contributions to the
Bank's profit sharing plan on behalf of executive officers, as well as all other
employees. The Board of Directors authorized a contribution to the Profit
Sharing Plan of $200,000 in 1996. The total profit sharing contribution made on
behalf of Mr. Zande is included in the column entitled "All Other Compensation"
in the Summary Compensation Table. The Company has not granted stock options to
its executive officers.
The Board believes that an appropriate compensation program can help in
fostering Lakeland's growth. The Board seeks to reflect an appropriate balance
between providing rewards to executive officers while at the same time
effectively controlling cash compensation costs. The Board intends to continue
monitoring Lakeland's compensation program so that this balance is appropriately
maintained.
By: The Board of Directors
Bruce G. Bohuny Robert B. Nicholson
Mary Ann Deacon John Pier, Jr.
John W. Fredericks Albert S. Riggs
Mark J. Fredericks Arthur L. Zande
- 7 -
<PAGE>
PERFORMANCE GRAPH
------------------
The following chart compares the Company's cumulative total shareholder return
(on a dividend reinvested basis) over the past five years with the Nasdaq Market
Index and the Peer Group Index. The Peer Group Index is comprised of Media
General Financial Services' Middle Atlantic Banks Group which consists of 141
financial institutions.
[GRAPH APPEARS HERE]
COMPARISON OF CUMULATIVE TOTAL RETURN
OF COMPANY, INDUSTRY INDEX AND BROAD MARKET
- ------------------------------ FISCAL YEAR ENDING ------------------------------
COMPANY 1991 1992 1993 1994 1995 1996
LAKELAND BANCORP INC 100 129.87 164.22 206.20 273.52 345.51
INDUSTRY INDEX 100 125.23 155.57 147.70 224.28 317.65
BROAD MARKET 100 100.98 121.13 127.17 164.96 204.98
RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANTS
----------------------------------------------------
Radics and Company, certified public accountants, has been auditing Lakeland and
Lakeland State Bank since 1982 and has been selected by the Board of Directors
to examine and report on Lakeland's financial statements for the year ending
December 31, 1997. Lakeland does not anticipate that a representative will be
present at the annual meeting. Any questions relating to the 1996 financial
statements will be answered by Lakeland's management.
OTHER BUSINESS
---------------
Management is not aware of any other business to be brought up at the meeting
for action by stockholders at such meeting other than the matters described in
the notice. However, the enclosed Proxy will confer discretionary authority
with respect to matters which are not known to management at the time of
printing hereof and which may come properly before the meeting.
- 8 -
<PAGE>
SHAREHOLDER PROPOSALS
----------------------
Shareholder proposals for the next Annual Meeting to be held in April 1998 must
be received in writing by Lakeland by December 14, 1997, in order to be included
in the next annual Proxy Statement.
You are cordially invited to attend the Annual Meeting in person, if possible.
Your participation in the meeting and discussion of Lakeland's affairs will be
welcomed.
By Order of the Board of Directors
BRUCE G. BOHUNY, SECRETARY
Oak Ridge, New Jersey
April 18, 1997
A copy of Lakeland's annual report for the year ended December 31, 1996,
including financial statements, accompanies this Proxy Statement. The annual
report is not to be regarded as proxy soliciting material or as a communication
by means of which any solicitation is to be made.
A copy of Lakeland Bancorp, Inc.'s Annual Report on Form 10-K for the year ended
December 31, 1996, filed with the Securities and Exchange Commission, is
available (excluding exhibits) without cost to shareholders upon written request
made to Bruce G. Bohuny, Lakeland State Bank, 250 Oak Ridge Road, Oak Ridge, New
Jersey 07438.
- 9 -
<PAGE>
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
OF
LAKELAND BANCORP, INC.
The undersigned hereby appoints John W. Fredericks and Robert B. Nicholson, and
each of them, with full power of substitution, to vote for and on behalf of the
undersigned at the annual meeting of stockholders of the Company to be held on
May 14, 1997, and at any adjournment thereof, upon matters properly coming
before the meeting, as set forth in the related Notice of Meeting and Proxy
Statement, both of which have been received by the undersigned. Without
otherwise limiting the general authorization given hereby, said attorneys and
proxies are instructed to vote as follows:
1. Election of Directors
Nominees:
Mary Ann Deacon and Bruce G. Bohuny
2. Transactions of such other business as may properly come before the meeting
and any adjournment thereof.
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING YOU ARE URGED TO EXECUTE AND
RETURN THIS PROXY, WHICH MAY BE REVOKED AT ANY TIME PRIOR TO ITS USE.
<PAGE>
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED BY THE
UNDERSIGNED SHAREHOLDER. IF THIS PROXY IS EXECUTED BUT NO DIRECTION IS MADE,
THIS PROXY WILL BE VOTED "FOR" EACH OF THE BOARD'S NOMINEES.
FOR WITHHELD AGAINST
ALL NOMINEES ALL NOMINEES ABSTAIN
[ ] [ ] [ ]
NOMINEES: Mary Ann Deacon
Bruce G. Bohuny
(The Board recommends a vote "FOR")
Instruction: To withhold authority to vote for any individual nominee,
write that name in the space provided below:
- -------------------------------
IMPORTANT
PLEASE SIGN AND DATE AND RETURN PROMPTLY
Note: Please sign exactly as your name appears
hereon. Give full title if Attorney, Executor,
Administrator, Trustee, Guardian, etc.
-----------------------------------------------
, 1997
------------------------------------------------
SIGNATURE(S) DATE
[ ] Please stop mailing an Annual Report.
I have more than one account.
