<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 (S) 240.14a-12
Marathon Financial Corporation
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(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)(I) 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>
MARATHON FINANCIAL CORPORATION
4095 VALLEY PIKE
WINCHESTER, VIRGINIA 22602
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 2, 2000
The Annual Meeting of the Stockholders of Marathon Financial
Corporation ("Corporation") will be held at the Travelodge of Winchester, 160
Front Royal Pike, Winchester, Virginia, at 7:00 p.m. local time on Tuesday, May
2, 2000, for the following purposes:
. To elect three (3) directors for three (3) year terms;
. To ratify Yount, Hyde & Barbour, P.C. as the Corporation's public
accountant for 2000; and
. To transact other such business as may properly come before the
Annual Meeting or any adjournment thereof.
Stockholders of record at the close of business on March 31, 2000 are
entitled to notice of, and to vote at the meeting or any adjournment thereof.
You may withdraw your proxy at any time prior to exercise thereof by delivering
to the Corporation a proxy bearing a later date, by giving notice of revocation
to the Corporation in writing prior to the Annual Meeting, or by giving the
Corporation oral or written notice of the revocation at the Annual Meeting.
Stockholders are simultaneously furnished with a copy of the Annual
Report for the year ending December 31, 1999. All stockholders are urged to
attend the Annual Meeting.
By order of the Board of Directors,
Donald L. Unger
President and Chief Executive Officer
<PAGE>
MARATHON FINANCIAL CORPORATION
4095 VALLEY PIKE
WINCHESTER, VIRGINIA 22602
PROXY STATEMENT
FOR
2000 ANNUAL MEETING OF STOCKHOLDERS
This Proxy Statement is furnished in connection with the solicitation by
the management of Marathon Financial Corporation (hereinafter referred to as the
"Corporation"), on behalf of the Board of Directors, of proxies to be voted at
the Annual Meeting of Stockholders of the Corporation to be held on May 2, 2000
or any adjournment thereof. The cost of this solicitation will be borne by the
Corporation. Brokers will be reimbursed for their reasonable expenses in
soliciting proxies from beneficial owners. This proxy statement and the enclosed
form of proxy are first being sent to stockholders on or about April 3, 2000.
All properly executed proxies in the accompanying form received by the
Corporation prior to the meeting will be voted at the meeting in accordance with
any direction noted thereon. Any proxy may be revoked by delivering to the
Corporation a proxy bearing a later date, by giving notice of revocation to the
Corporation in writing prior to the Annual Meeting, or by giving the Corporation
oral or written notice of the revocation at the Annual Meeting.
VOTING SHARES AND VOTE REQUIRED
As of March 31, 2000, the record date for the determination of stockholders
entitled to notice of and to vote at the meeting (the "Record Date"), there were
2,051,441 shares of Common Stock of the Corporation outstanding. The presence
at the Annual Meeting, in person or by Proxy, of the holders of a majority of
the issued and outstanding shares of Common Stock entitled to vote at the Annual
Meeting shall constitute a quorum. In the event there are not sufficient votes
for a quorum at the time of the Annual Meeting, the meeting may be adjourned to
permit further solicitation of proxies. For all matters to be voted on at the
Annual Meeting, each share of Common Stock is entitled to one vote. Election of
directors will be by a plurality of votes cast. Abstentions and broker non-
votes will not be considered votes cast, but will be counted for purposes of
determining the presence or absence of a quorum.
Alice R. Hudson, O. L. Painter and James T. Wilson will serve as Inspectors
of Elections.
PROPOSAL I. ELECTION OF DIRECTORS
The Corporation's Board of Directors contains eleven individuals. Three
individuals are to be elected as directors of the Corporation at the Annual
Meeting to serve for a term of three
<PAGE>
years expiring in 2003, and eight directors will continue to serve in accordance
with their prior election. Nominees, Ralph S. Gregory and George R. Irvin, Jr.,
were last elected by the stockholders in 1997. Nominee, Walter H. Aikens was
appointed to the Board of Directors on September 18, 1998.
It is the intention of the persons named in the enclosed proxy, unless
otherwise instructed by the stockholders, to vote for the above-named nominees,
all of whom have consented to serve if elected. If, for any reason at the time
of the meeting, any of the nominees becomes unable or is unwilling to serve, the
persons named in the enclosed proxy will have discretionary authority to vote
for a substitute nominee or nominees. It is not anticipated that any nominee
will be unavailable for election.
Director-Nominees for Class I Directors serving until 2003:
Ralph S. Gregory, 61, has served as a director of the Corporation since
1989 and of the Bank since 1987. He is President of Gregory's, Incorporated
(commercial contractor) in Stephens City, Virginia.
George R. Irvin, Jr., 64, has served as a director of the Corporation since
1989 and of the Bank since 1987. He is retired and the former chairman of
Irvin, Incorporated (wholesale candy and tobacco distributor) in Edinburg,
Virginia.
Walter H. Aikens, 50, has served as a director of the Corporation since
1998 and of the Bank since 1998. He is President of H & W Construction Co.,
Inc., President of Aikens Corporation, and develops real estate for rental
property.
Continuing Class II Directors serving until 2001.
Frank H. Brumback, 75, has served as a director of the Corporation since
1989 and of the Bank since 1987. He is Chairman of the Bank and the
Corporation; Vice President of Woodbine Farms, Incorporated (orchardist) in
Winchester, Virginia; and President of BGW, Incorporated (real estate) in
Winchester, Virginia.
Robert W. Claytor, 52, has served as a director of the Corporation since
1989 and of the Bank since 1987. He is President of H. N. Funkhouser & Company
(petroleum distributor) in Winchester, Virginia.
Clifton L. Good, 62, has served as a director of the Corporation since 1989
and of the Bank since 1987. He is President of Clifton L. Good Realty,
Incorporated, in Front Royal, Virginia.
Donald L. Unger, 57, has served as a director of the Corporation since 1993
and of the Bank since 1993. He has served as President and Chief Executive
Officer of the Bank and the Corporation since April 1992.
<PAGE>
Continuing Class III Directors serving until 2002:
Joseph W. Hollis, 46, has served as a director of the Corporation since
1989 and of the Bank since 1987. He is President of B. J. Sager (beer
distributor) in Winchester, Virginia.
Gerald H. Kidwell, 78, has served as a director of the Corporation since
1989 and of the Bank since 1987. He is a farmer and former budget analyst with
the federal government in Washington, D.C.
Lewis W. Spangler, 57, has served as a director of the Corporation since
1989 and of the Bank since 1987. He is Vice President of Jones & Frank
Corporation (petroleum equipment sales & distribution) in Winchester, Virginia;
and Vice President and Manager of Oil Equipment Properties (real estate) in
Winchester, Virginia.
Thomas W. Grove, 59, has served as a director of the Corporation since 1993
and of the Bank since 1993. He is President of T. W. Grove Construction, Inc.
in Front Royal, Virginia.
Meetings and Committees of the Board of Directors
The Board of Directors held a total of 13 meetings in 1999. Each incumbent
director attended at least 75% of the aggregate of the number of meetings of the
board and the number of meetings held by all committees on which he served.
The Board of Directors of the Bank has standing Audit, Loan, Compensation,
Nominating, and Stock Option Committees.
The Audit Committee is responsible for receiving the audit and examination
reports of the internal accounting staff, the independent public accountants and
the banking examiners. The Audit Committee held seven meetings in 1999. The
present members of the Audit Committee are Messrs. Hollis, Good, Irvin, Kidwell,
and Unger.
The Loan Committee considers new loan applications which are in excess of
individual officer limits and monitors (with management) the Bank's loan
portfolio. The Loan Committee held 39 meetings in 1999. The present members of
the Loan Committee are Messrs. Claytor, Aikens, Brumback, Good, Gregory, Grove,
Kidwell, Spangler, and Unger.
The Compensation Committee is responsible for supervising, hiring, and
setting compensation levels for the Bank's personnel. The Compensation
Committee met five times in 1999. The present members of the Compensation
Committee are Messrs. Irvin, Claytor, Hollis, Spangler, and Unger.
The Nominating Committee nominates persons to serve on the Board of
Directors and is comprised of three members who change annually. The Nominating
Committee met one time in 1999. The present members of the Nominating Committee
are Messrs. Claytor, Good and Spangler.
<PAGE>
The Stock Options Committee is comprised of Messrs. Irvin, Hollis, Claytor
and Spangler. The Committee is responsible for administering the 1996 Long-Term
Incentive Plan. The Stock Options Committee did not meet in 1999.
EXECUTIVE COMPENSATION
Summary of Executive Compensation Table
The following table presents an overview of executive compensation paid
during 1999, 1998 and 1997 to Donald L. Unger, the Corporation's President and
Chief Executive Officer. No other executive officer's compensation totaled over
$100,000 during 1999.
Summary Compensation Table
<TABLE>
<CAPTION>
Long Term
Annual Compensation Compensation
------------------- ------------
Securities
Underlying All Other
Name Year Salary Bonus Options (#) Compensation
---- ---- -------- ------ ------------ ------------
<S> <C> <C> <C> <C> <C>
Donald L. Unger 1999 $122,000 $8,050 -0- $9,760/(1)/
President & Chief 1998 $115,000 $8,050 -0- $9,200/(2)/
Executive Officer 1997 $108,000 $6,040 $2,203/(3)/ $8,000/(4)/
</TABLE>
____________
/(1)/ Includes $5,155 in contributions to the Corporation's 401(k) Plan on
behalf of Mr. Unger, and $2,845 in contributions to the Corporation's
Excess Benefit Plan on behalf of Mr. Unger pursuant to Mr. Unger's
Employment Agreement.
/(2)/ Includes $2,153 in contributions to the Corporations 401(k) Plan on behalf
of Mr. Unger, and $7,047 in contributions to the Corporation's Excess
Benefit Plan on behalf of Mr. Unger pursuant to Mr. Unger's Employment
Agreement.
/(3)/ These options were granted by the Board of Directors in lieu of
compensation.
/(4)/ Includes a $5,155 contribution to the Corporation's 401(k) Plan on behalf
of Mr. Unger, and $2,845 accrued pursuant to Mr. Unger's previous
Employment Agreement.
<PAGE>
Fiscal Year End Option Values
The following table presents, for Donald L. Unger, information regarding
the number and value of all his unexercised stock options at December 31, 1999.
Number of Value of
Unexercised Unexercised
Options at in-the-Money
12/31/99 (#) Options at
Exercisable/ 12/31/99 ($)
Name Unexercisable (1)
---- ------------- ------------
Donald L. Unger 17,500/7,500 20,790/8,910
_________________________________
(1) Based upon a market value of $ 6.19 per share as of the close of trading
for the year ended December 31, 1999.
Executive Officer Employment Agreement
The Corporation and Mr. Unger entered into an employment agreement on April
1, 1998 (the "Agreement"). The Agreement was automatically renewed on March 31,
2000 for a one year period, and will automatically renew for successive one year
periods thereafter unless expressly terminated by the Corporation.
As compensation under the Agreement, Mr. Unger receives a base salary of
$108,000. As additional compensation under the Agreement and at the election
and in the discretion of the Board of Directors, Mr. Unger may receive a bonus
in the form of cash or options to purchase common stock of the Corporation. The
Agreement permits Mr. Unger to participate in any benefit plans adopted by the
Corporation under the same terms and conditions as other employees of the
Corporation.
In the event of a change in control of the Corporation, the Agreement
provides that Mr. Unger shall receive a cash payment equal to the greater of (i)
the amount of salary due to Mr. Unger for the remainder of the term of the
Agreement or (ii) the product of his annual salary and the multiple of the book
value per share of the Corporation's Common Stock received by the Corporation's
stockholders in connection with such change of control, provided such multiple
does not exceed 3.
Compensation of Directors
In 1999, directors of the Corporation were paid an annual retainer fee of
$1,200 and directors' fees for meetings attended as follows:
Board of Directors Meetings $ 400
Loan, Audit and Compensation Committee Meetings $ 50
<PAGE>
Defined Contribution Retirement Plan
The Corporation has a defined contribution retirement plan under Section
401(k) of the Internal Revenue Code covering employees who have completed six
months of service and who are at least 21 years of age.
Certain Relationships and Related Transactions
The Corporation's officers, directors, their immediate families and
affiliated companies in which they are stockholders maintain normal business
relationships with the Bank. Loans made by the Bank are made in the ordinary
course of business on the same terms, including interest rates and collateral,
as those prevailing at the time for comparable transactions with others, and do
not involve more than normal risks of collectibility or present other
unfavorable features. The aggregate amount of such loans was $2,743,082 at
December 31, 1999.
The Bank also has a lease with Post Office Plaza, L.C. of which Donald L.
Unger, President, Chief Executive Officer and director of the Corporation, and
Thomas W. Grove, a director of the Corporation, each own 25%. The lease
arrangement was approved by the Bureau of Financial Institutions of the Virginia
State Corporation Commission and the Federal Reserve Board in regard to
establishing a branch at 300 Warren Avenue, Front Royal, Warren County,
Virginia. The land lease became effective in July 1993 and converted into a
lease for both the land and building thereon in June 1996. The lease expires on
June 30, 2016. The rent paid on the lease totaled $47,354 for the year 1999.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
directors, executive officers and persons who beneficially own more than 10% of
a registered class of equity securities of the Corporation to file initial
reports of ownership (Forms 3) and reports of changes in beneficial ownership
(Forms 4 and 5) with the SEC and NASDAQ. Such persons are also required under
the rules and regulations promulgated by the SEC to furnish the Corporation with
copies of all Section 16(a) forms they file. Based solely on a review of the
copies of such forms furnished to the Corporation, the Corporation believes that
all reporting requirements under Section 16(a) for 1999 were met in a timely
manner by its directors and executive officers.
SECURITY OWNERSHIP OF MANAGEMENT
The following table sets forth information as of March 31, 2000, relating
to the beneficial ownership of the Corporation's Common Stock by (i) each of the
Corporation's directors and named executive officer who own Common Stock and
(ii) all of the Corporation's directors and executive officers as a group. The
Corporation is not aware of any person or group of affiliated persons who owns
more than 5% of the Common Stock of the Corporation. All of the Corporation's
directors and named executive officer receive mail at the Corporation's
principal executive offices at 4095 Valley Pike, Winchester, Virginia 22602.
<PAGE>
Number of Shares Percent of
Name Beneficially Owned Outstanding Shares
---- ------------------ ------------------
Walter H. Aikens 19,864/(1)/ *
Frank H. Brumback 42,055/(2)/ 2.38%
Robert W. Claytor 55,061/(3)/ 3.01%
Clifton L. Good 64,943/(4)/ 3.35%
Ralph S. Gregory 74,856/(5)/ 3.98%
Thomas W. Grove 16,009/(6)/ 1.12%
Joseph W. Hollis 65,701/(7)/ 3.53%
George R. Irvin, Jr. 74,710/(8)/ 3.97%
Gerald H. Kidwell 62,529/(9)/ 3.43%
Lewis W. Spangler 44,031/(10)/ 2.48%
Donald L. Unger 24,022/(11)/ 2.01%
Directors and Executive
Officers as a Group 543,781 29.12%
(11 persons)
_______________
* Less than 1% ownership
Unless otherwise indicated in the footnotes, the individuals named
above have sole voting and investment powers over the shares beneficially owned
by them.
(1) Includes (i) 11,806 shares held by Aikens Investments Limited Partnership,
L.L.P. and (ii) 3,529 shares held by Harry W. Aikens Limited Partnership,
L.L.P. ("Aikens Limited"). Mr. Aikens disclaims beneficial ownership of the
3,529 shares owned by Aikens Limited.
(2) Includes (i) 7,000 shares which Mr. Brumback has a right to acquire within
60 days through exercise of stock options granted under the 1996 Long-Term
Incentive Plan (the "Incentive Plan") and (ii) 16,802 shares owned jointly
by Mr. Brumback and his nephew, Harman Brumback.
(3) Includes (i) 7,000 shares which Mr. Claytor has a right to acquire within
60 days through exercise of stock options granted under the Incentive Plan,
(ii) 29,352 shares owned jointly by Mr. Claytor and his wife, (iii) 2,928
held in Mr. Claytor's IRA account, (iv) 2,928 shares held in Mr. Claytor's
wife's IRA account, (v) 353 shares held directly by Mr. Claytor's wife and
(vi) 5,618 shares held by Mr. Claytor's daughter. Mr. Claytor disclaims
beneficial ownership of the 353 shares owned directly by his wife, the
2,928 shares held in Mr. Claytor's wife's IRA account and the 5,618 shares
held directly by his daughter.
(4) Includes (i) 4,000 shares which Mr. Good has a right to acquire within 60
days through exercise of stock options granted under the Incentive Plan,
(ii) 20,328 shares owned jointly by Mr. Good and his wife, (iii) 20,970
shares owned by Clifton L. Good Realty, Incorporated ("Good Realty") and
(iv) 5,556 shares held directly by Mr. Good's wife. Mr. Good owns 50% of
Good Realty, and he has shared voting and investment power with respect to
such shares. Mr. Good disclaims beneficial ownership of the 5,556 shares
owned directly by his wife.
(5) Includes (i) 7,000 shares which Mr. Gregory has a right to acquire within
60 days through exercise of stock options granted under the Incentive Plan,
(ii) 43,427 shares owned jointly by Mr. Gregory and his wife, (iii) 402
shares owned jointly by Mr. Gregory, his wife and children, (iv) 2,423
shares held in Mr. Gregory's IRA account and (v) 3,834 shares owned by
Gregory's, Incorporated ("Gregory's"). Mr. Gregory is President of
Gregory's, and he has shared voting and investment power with respect to
such shares.
<PAGE>
(6) Includes 7,000 shares which Mr. Grove has a right to acquire within 60 days
through exercise of stock options granted under the Incentive Plan.
(7) Includes (i) 7,000 shares which Mr. Hollis has a right to acquire within 60
days through exercise of stock options granted under the Incentive Plan,
(ii) 36,009 shares owned jointly by Mr. Hollis and his wife, (iii) 201
shares held by Mr. Hollis for the benefit of his daughter, (iv) 17,646
shares owned by B.J. Sager, Incorporated ("Sager"), (v) 1,615 shares held
directly by Mr. Hollis' wife and (vi) 201 shares held by Mrs. Hollis for
the benefit of her daughter. Mr. Hollis is President of Sager, and he has
shared voting and investment power with respect to such shares. Mr. Hollis
disclaims beneficial ownership of the 1,615 shares owned directly by his
wife.
(8) Includes (i) 7,000 shares which Mr. Irvin has a right to acquire within 60
days through exercise of stock options granted under the Incentive Plan and
(ii) 1,210 shares held directly by Mr. Irvin's wife. Mr. Irvin disclaims
beneficial ownership of the 1,210 shares owned directly by his wife.
(9) Includes (i) 5,000 shares which Mr. Kidwell has a right to acquire within
60 days through exercise of stock options granted under the Incentive Plan
and (ii) 54,520 shares owned jointly by Mr. Kidwell and his wife and (iii)
2000 shares owned directly by Mr. Kidwell's wife. Mr. Kidwell disclaims
beneficial ownership of the shares held directly by his wife.
(10) Includes (i) 7,000 shares which Mr. Spangler has a right to acquire within
60 days through exercise of stock options granted under the Incentive Plan,
(ii) 4,442 shares held in Mr. Spangler's IRA account, (iii) 201 shares
owned by Mr. Spangler's wife, and (iv) 201 shares owned by Mr. Spangler's
daughter. Mr. Spangler disclaims beneficial ownership of the 201 shares
owned directly by his wife.
(11) Includes (i) 15,000 shares which Mr. Unger has a right to acquire within 60
days through exercise of stock options granted under the Incentive Plan,
(ii) 2,500 shares which Mr. Unger has a right to acquire within 60 days
through exercise of stock options granted under Mr. Unger's Employment
Agreement, and (iii) 4,522 shares owned jointly by Mr. Unger and his wife.
INDEPENDENT PUBLIC ACCOUNTANTS
Yount, Hyde & Barbour, P.C. served as the Corporation's independent
public accountant in 1999 and has been selected by the Corporation to audit the
books and accounts of the Corporation and its subsidiary in 2000. The Board of
Directors desires that such appointment be ratified by the Corporation's
stockholders. The Corporation does not expect that a representative of Yount,
Hyde & Barbour, P.C. will be present at the Annual Meeting. If such
representative is present, however, he or she will have an opportunity to make a
statement and will be available to respond to appropriate questions.
SUBMISSION OF PROPOSALS FOR 2001
Proposals of stockholders intended to be presented at the next Annual
Meeting must be received by the Corporation no later than December 6, 2000, in
order to be considered for inclusion in the Corporation's proxy materials for
the 2001 Annual Meeting of Stockholders.
<PAGE>
OTHER MATTERS
Management is not aware of any other business to come before the meeting as
of the date of the preparation of this Proxy Statement. If, however, any
matters not presently known to management should come before the meeting,
including matters incident to the conduct of the meeting, the proxy holders will
vote the shares represented by such proxies in accordance with their discretion.
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY PROMPTLY.
By order of the Board of Directors,
Donald L. Unger
President and Chief Executive Officer
Winchester, Virginia
April 3, 2000
<PAGE>
MARATHON FINANCIAL CORPORATION
4095 VALLEY PIKE
WINCHESTER, VIRGINIA 22602
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
FOR THE MAY 2, 2000 ANNUAL MEETING OF STOCKHOLDERS
The undersigned acknowledges receipt of the Notice of Annual Meeting of
Stockholders and Proxy Statement, dated the 3/rd/ day of April, 2000, and
revoking all prior proxies, hereby appoints Thomas W. Grove and Joseph W.
Hollis, and either of them as proxies with full power of substitution, and
hereby authorizes such proxies, and either of them, to represent and to vote, as
designated below, all of the shares of common Stock of marathon Financial
Corporation, held of record by the undersigned on March 31, 2000, at the Annual
Meeting of Stockholders to be held on May 2, 2000 or at any adjournment thereof.
The Board of Directors Unanimously Recommends a vote in favor of Proposal 1
and Proposal 2.
1. For election of Directors for the term specified in the Proxy Statement and
until their successors are elected and have qualified.
[_] IN FAVOR [_] AGAINST
Ralph S. Gregory
George R. Irvin, Jr.
Walter H. Aikens
AUTHORITY TO VOTE FOR ONE OR MORE NOMINEES MAY BE WITHHELD BY STRIKING
THROUGH THE NOMINEE'S NAME LISTED ABOVE.
2. For ratification of Yount, Hyde & Barbour, P.C. to serve as the
Corporation's public accountant to audit the books and accounts of the
Corporation and its subsidiary in 2000.
[_] IN FAVOR [_] AGAINST
3. In their discretion, upon such other matters as may properly come before
the meeting.
This proxy when properly executed will be voted in the manner directed
herein by the undersigned stockholder. If no direction is made, this proxy
will be vote in favor of Proposal 1 and Proposal 2.
PLEASE SIGN exactly as your name appears hereon. When shares are held by
-----------
joint tenants, only one such person needs to sign. When signing as
attorney, executor, administrator, trustee or guardian, please give full
title as such. If a corporation, please sign in full corporate name by
president and other authorized officer. If a partnership, please sign in
partnership name by authorized person. Please mark sign, date and return
---------------------------------
this proxy promptly using the enclosed envelope.
-----------------------------------------------
DATE:____________________________, 2000 _____________________________
Signature
[_] Will attend meeting. _____________________________
Signature
