[NOTIFY] 72731,2755
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:
[X] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6 (e) (2) )
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to
240.14a-11 (c) or 240.14a-12
FCFT, INC.
(Name of Registrant as Specified In Its Charter)
N.A.
(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:
__________________________________________
__________________________________________
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:
__________________________________________
<PAGE>
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>
FCFT, INC.
1001 Mercer Street
Princeton, West Virginia 24740
Notice of 1997
Annual Meeting of Stockholders
To the Stockholders of FCFT, Inc.:
The ANNUAL MEETING of Stockholders of FCFT, Inc. will be held at
Bluefield Country Club, 1501
Whitethorn Street, Bluefield, West Virginia, at 3:00 p.m., local time on
April 8, 1997, for the purpose of
considering and voting upon the following items as more fully discussed
herein.
1. Election of four directors to serve as members of the Board of
Directors, Class of 2000.
2. Adoption of the agreement of merger between FCFT, Inc., and a newly
formed Nevada corporation
formed solely to change the corporate domicile of FCFT, Inc. from
Delaware to Nevada.
3. Ratification of the selection of Deloitte & Touche, LLP,
Pittsburgh, Pennsylvania, as independent
auditors for the year ending December 31, 1997.
4. Transacting of such other business as may properly come before
the meeting, or any
adjournment thereof.
Only Stockholders of record at the close of business on March 10, 1997
are entitled to notice of and
to vote at such meeting or at any adjournment thereof.
To ensure your shares are represented at the Annual Meeting, please
complete, sign and return the
enclosed proxy as promptly as possible whether or not you plan to attend the
meeting. An addressed
return envelope is enclosed for your convenience. YOU MAY REVOKE YOUR
PROXY AT ANY TIME
PRIOR TO THE TIME IT IS VOTED.
By Order of the Board of Directors
John M. Mendez, Secretary to the Board
<PAGE>
PROXY STATEMENT
Annual Meeting of
Stockholders
To Be Held on Tuesday,
April 8, 1997
The Board of Directors of FCFT, Inc. (The "Corporation") solicits the
enclosed proxy for use at the
Annual Meeting of Stockholders of FCFT, Inc., which will be held on
Tuesday, April 8, 1997, at 3:00 p.m., (local time) at Bluefield Country
Club, 1501 Whitethorn Street, Bluefield, West Virginia, and at any
adjournment thereof.
The expenses of solicitation of the proxies for the meeting, including
the cost of preparing, assembling
and mailing the notice, proxy statement and return envelopes, the handling
and tabulation of
proxies received, and charges of brokerage houses and other institutions,
nominees or fiduciaries for
forwarding such documents to beneficial owners, will be paid by the
Corporation. In addition to the
mailing of the proxy material, solicitation may be made in person or by
telephone or telegraph by offi-
cers, directors or regular employees of the Corporation.
This Proxy Statement and the proxies solicited hereby are being first
sent or delivered to stockholders
of the Corporation on or about March 11, 1997.
Voting
Shares of Common Stock ($5 par value per share) represented by proxies
in the accompanying
form which are properly executed and returned to the Corporation will be
voted at the Annual
Meeting in accordance with the stockholder's instructions contained therein.
In the absence of
contrary instructions, shares represented by such proxies will be voted FOR
the election of the nominees
as described herein under "Election of Directors" and FOR ratification of the
selection of Deloitte
& Touche as independent public accountants for the year ended December 31,
1997. Any stockholder
has the power to revoke his proxy at any time before it is voted.
The Board of Directors has fixed March 10, 1997 as the record date for
stockholders entitled to
notice of and to vote at the Annual Meeting. Shares of Common Stock
outstanding on the record date
are entitled to be voted at the Annual Meeting, and the holders of record will
have one vote for each
share so held in the matters to be voted upon by the stockholders. There
are no cumulative voting
rights.
Directors are elected by a plurality of votes present in person or by
proxy and entitled to vote,
assuming a quorum is present. All other matters coming before the
meeting will be determined by
majority vote of those present in person or by proxy and entitled to vote.
Abstentions and broker
non-votes thus have no direct effect on the election of directors, but have
the effect of negative votes
on other matters considered.
As of the close of business on March 4, 1997, the outstanding shares
of the Corporation
consisted of 4,604,423 shares of Common Stock.
<PAGE>
Election of
Directors
The Corporation's Board of Directors is comprised of twelve directors,
including ten
non-employee directors, divided into three classes with staggered terms.
All directors are elected for
three-year terms.
The nominees for the Board of Directors, to serve until the annual meeting
of stockholders in 2000,
are set forth below. All nominees are currently serving on the Corporation's
Board of Directors. In the
event any nominee is unable or declines to serve as a director at the time
of the Annual Meeting, the
proxies will be voted for any nominee who shall be designated by the present
Board of Directors to fill
the vacancy. In the event that additional persons are nominated for election
as directors, the proxy
holders intend to vote all proxies received by them for the nominees listed
below. All nominees named
herein have consented to be named and to serve as directors if elected.
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Principal Occupation and Director of Class
Employment Last Five Years; Corporation of
Name Age Principal Directorships Since Director
James L. Harrison, Sr. 49 President & Chief Executive 1989 2000
Officer of the Corporation;
President & Director of First
Community Bank, Inc., First
Community Bank of Mercer
County, Inc. & Citizens Bank
of Tazewell, Inc.
I. Norris Kantor 67 Partner, Katz, Kantor & Perkins, 1989 2000
Attorneys-at-Law; Director,
First Community Bank, Inc. &
First Community Bank of Mercer
County, Inc.
A.A. Modena 68 Past Executive Vice President and 1989 2000
Secretary of the Corporation
(Retired October 1, 1994);
Director, First Community Bank, Inc.
& First Community Bank of Mercer
County, Inc.
William P. Stafford, II 33 Attorney, Brewster, Morhous & 1994 2000
Cameron; Director, First Community
Bank, Inc. & First Community Bank
of Mercer County, Inc.
</TABLE>
<PAGE>
Continuing Directors
The following persons will continue to serve as members of the Board of
Directors until the Annual
Meeting of Stockholders in the year of the expiration of their designated
term. The name, age, principal
occupation and certain biographical information for each continuing
director is presented below:
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Principal Occupation and Director of Class
Employment Last Five Years; Corporation of
Name Age Principal Directorships Since Director
Sam Clark 65 Agent, State Farm Insurance; 1993 1999
Director, First Community Bank,
Inc. & First Community Bank of
Mercer County, Inc.
Allen T. Hamner 55 Professor of Chemistry, West Virginia 1993 1998
Wesleyan College; Director, First
Community Bank, Inc. & First Community
Bank of Mercer County, Inc.
B.W. Harvey 65 Vice President, Acme Markets of 1989 1998
Virginia, Inc.; President, Highlands
Real Estate Management, Inc.;
Director, First Community Bank, Inc.
& First Community Bank
of Mercer County, Inc.
John M. Mendez 42 Vice President & Chief Financial 1994 1998
Officer of the Corporation; Vice-
President-Finance & Chief
Administrative Officer &
Director, First Community Bank,
Inc., First Community Bank of
Mercer County, Inc. & Citizens Bank
of Tazewell, Inc.
Robert E Perkinson, Jr. 49 Vice President-Operations, MAPCO 1994 1999
Coal, Inc.; Permac, Inc.; Race Fork
Coal, Inc.; Director, Virginia Coal
Association; Director, First
Community Bank, Inc. & First
Community Bank of Mercer County, Inc.
William P. Stafford 63 President, Princeton Machinery 1989 1999
Service, Inc.; President, Melrose
Enterprises, Ltd.; Chairman of the
Board of the Corporation; Director,
First Community Bank, Inc. & First
Community Bank of Mercer County, Inc.
</TABLE>
<PAGE>
<TABLE>
Continuing Directors
<S> <C> <C> <C> <C>
W.W. Tinder, Jr. 71 Chairman & Chief Executive 1989 1999
Officer, Tinder Enterprises, Inc.;
President, Tinco Leasing Corporation
(Real Estate Holdings); Director,
First Community Bank, Inc. &
First Community Bank of Mercer County, Inc.
Harold Wood 78 Owner and Operator, Wood's General 1989 1998
Store; Director, First Community Bank, Inc.
& First Community Bank of Mercer County, Inc.
</TABLE>
Compensation of Directors
During 1996, non-employee members of the Board of Directors received
$500 per month. Directors
of the Corporation are also reimbursed for travel or other expenses incurred
in attendance at Board or
committee meetings. Directors who are employees of the Corporation receive
no additional compensation
for service on the Board or its committees.
Meeting Attendance
The Board of Directors held 11 meetings during 1996. All directors and
those nominees who are cur-
rently directors attended at least 75% of all meetings of the Board and any
committee of which they are
a member with the exception of I. Norris Kantor who attended eight meetings.
Board Committees
The Board of Directors of the Corporation has an Audit Committee
consisting of Messrs. Kantor,
Chairman; Wood; and William P.Stafford, all non-employee members of the
Board. The Audit Committee of the Board of Directors, which held four
meetings during 1996, reviews and acts on reports to the Board with respect
to various auditing and accounting matters, the scope of the audit procedures
and the results thereof, the internal accounting and control systems of the
Corporation, the nature of service
performed for the Corporation by and the fees to be paid to the independent
auditors, the perfor-
mance of the Corporation's independent and internal auditors and the
accounting practices of the
Corporation. The Audit Committee also recommends to the full Board of
Directors the auditors to be
appointed by the Board (subject to stockholders ratification). The Board
does not maintain Nominat-
ing or Compensation Committees.
Transactions With Directors and Officers
Some of the directors and officers of the Corporation and members of their
immediate families are at
present, as in the past, customers of the Corporation's subsidiary banks,
and have had and expect to
have transactions with the banks. In addition, some of the directors and
officers of the Corporation are,
as in the past, also officers of or partners in entities which are customers
of the banks and which have
had and expect to have transactions with the banks. Such transactions were
made in the ordinary
course of business, were made on substantially the same terms, including
interest rates and collateral,
as those prevailing at the time for comparable transactions with other
persons, and did not involve
more than normal risk of collectibility or present other unfavorable features.
<PAGE>
Principal Stockholders
The following sets forth information with respect to those persons, who
to the knowledge of man-
agement, beneficially owned more than 5% of the Corporation's outstanding
stock as of March 4,
1997. All shares are subject to the named entity's sole voting and
investment power.
<TABLE>
<S> <C> <C> <C>
Title of Name and Address Shares Beneficially Percent
Class of Beneficial Owner Owned of Class
Common The H.P. and Anne S. Hunnicutt Foundation (1) 517,120 11.44%
P.O. Box 309, Princeton, WV 24740
</TABLE>
(1) William P. Stafford is deemed beneficial owner of the same shares by
virtue of his position as
President of the Foundation.
Ownership of Common Stock by Directors and Executive Officers
The following table sets forth the beneficial ownership of the Common
Stock of the Corporation as
of March 4, 1997, by each director and nominee, each executive officer
named in the Summary
Compensation Table, and all directors and executive officers as a group
including each executive officer
named in this Proxy Statement.
<TABLE>
<S> <C> <C>
Percent of Class
Name of Group Number of Shares Beneficially Owned
Sam Clark 20,316 *
Allen T. Hamner 1,688 *
James L. Harrison, Sr. 28,594 *
B.W. Harvey 3,772 *
I. Norris Kantor 9,791 *
John M. Mendez 8,893 *
A.A. Modena 17,639 *
Robert E. Perkinson, Jr. (1) 9,082 *
William P. Stafford (2) 91,214 2.02%
William P. Stafford, II 62,510 1.38%
W.W.Tinder, Jr. 32,400 *
Harold Wood 10,840 *
All Directors and Executive Officers
as a group (Twelve Persons) 296,739 6.57%
</TABLE>
(1) Mr. Perkinson serves as Co-trustee of the Trust Under Agreement
for Robert E. Perkinson, Sr.,
and by virtue of voting power is deemed to share beneficial ownership of
an additional 129,987 shares
or 2.88% of the Corporation's outstanding stock held by the Trust.
(2) Mr. Stafford serves as President of The H.P. and Anne S. Hunnicutt
Foundation, and by virtue of
voting power is deemed beneficial owner of an additional 517,120 shares
or 11.44% of the
Corporation's outstanding stock held by the Foundation.
*Less than one percent.
Reports of Changes in Beneficial Ownership
Based on a review of the forms submitted to the Corporation during and
with respect to its fiscal year ended December 31, 1996, no person required
to file reports pursuant to Section 16 of the Securities Exchange Act of 1934
failed to file any such report on a timely basis during that year.
<PAGE>
Report on Executive Compensation
Executive Compensation Policy
Executive officers of the Corporation are not compensated by the
Corporation, but rather, by a
wholly-owned subsidiary bank. Accordingly, compensation of the executive
officers who qualify for dis-
closure is determined by the subsidiary bank's Executive Committee
(executive management in the
case of Mr. Mendez), consisting of bank directors Bailey, Harvey, Perkinson,
William P. Stafford, and Tinder. Although a member of the Executive
Committee, Mr. Harrison does not participate in any Committee discussions
related to his employment provisions or compensation. Executive
compensations (including compensation of the Chief Executive Officer),
as determined by the Executive Committee
("Committee"), is not tied directly to Company performance through specific
criteria. The compensa-
tion policy of the Committee is to provide competitive levels of
compensation with appropriate recog-
nition of responsibility of the respective officers. Management
compensation is intended to be set at
levels that the Committee believes to be consistent with other companies
in the banking industry of
similar size, operations, and performance.
Dr.
James P. Bailey Robert E. Perkinson, Jr.
B.W.
Harvey William P. Stafford
W.W. Tinder, Jr.
Executive Compensation for the Years Ended December 31, 1996, 1995 and 1994
The following summary compensation table sets forth the information
concerning compensation
for services in all capacities awarded to, earned by or paid to the
Corporation's President and Chief
Executive Officer and to other executive officers of the Corporation whose
salary and bonus exceeded
$100,000 during the years ended December 31, 1996, 1995, and 1994.
Summary Compensation Table
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
Capacities in Which Other Annual
Name of Individual Served Year Salary Bonus Compensation
James L. Harrison, Sr. President , Chief Exec- 1996 $189,999 ----- $32,054
utive Officer & Director 1995 193,821 ----- 57,115
of the Corporation; President 1994 193,595 ----- 21,511
& Director of First Community
Bank, Inc. & First Community
Bank of Mercer County, Inc.
& Citizens Bank of Tazewell, Inc.
John M. Mendez Vice President & Chief 1996 134,978 $14,295 $5,460
Financial Officer and Director 1995 123,365 22,533 7,130
of the Corporation; 1994 113,195 12,108 6,316
Vice President-Finance,
Chief Administrative Officer &
Director of First Community
Bank, Inc., First Community
Bank of Mercer County, Inc. &
Citizens Bank of Tazewell, Inc.
</TABLE>
No long term compensation is paid to the named executive officers.
<PAGE>
Comparative Performance of the Company
The following chart compares cumulative total shareholder return on the
Corporation's common
stock for the five-year period ended December 31, 1996 with cumulative
total shareholder return of 1)
The Standard & Poore's 500 market index ("S & P 500"); and 2) a group
of four Peer Bank Holding
Companies ("Peer"), selected by management of the Corporation based
upon relative asset size and
geographic location. The graph assumes an initial investment of $100 on
December 31, 1991 in the
Corporation's common stock and each of the comparative investments with
dividends from each of
the investments reinvested at year-end in additional shares of the stock at
the then current market
value.
<TABLE>
<S> <C> <C> <C>
FCFT, INC. S &P 500 PEER
12/31/91 90 100 123
12/31/92 107 108 207
12/31/93 216 118 200
12/31/94 278 120 181
12/31/95 312 164 224
12/31/96 326 202 232
</TABLE>
<PAGE>
Employment Contracts
Under the provisions of employment contracts with Messrs. Harrison
and Mendez, in the event of a
change in control of the Corporation, Harrison and Mendez may elect to
terminate services and be
compensated at their annual salary for the balance of the term of the
contract or for a period of twelve
months, whichever is greater. In the event either officer is dismissed
for reasons other than cause, as
defined, he will be compensated at his annual salary for the balance
of the term of the three-year con-
tract, or twelve months, whichever is greater.
Retirement Benefits
Through October 1996, the Corporation and its subsidiaries maintained
a non-contributory Defined
Benefit Pension Plan, for all employees meeting certain eligibility
requirements. In October 1996, bene-
fits under this plan were frozen with termination of the plan set for
November 1996. Future retirement
benefits will be provided principally through the Company's Employee
Stock Ownership and Savings
Plan.
Annual benefits payable upon retirement to eligible employees were
calculated as the sum of (i) the
product of one percent of the employee's highest ten-year average
compensation, (up to $150,000),
multiplied by the years of service; and (ii) one-half of one percent of
the employee's highest ten-year
average compensation in excess of $7,800 (up to $150,000), multiplied by
years of service not in excess
of 35. An employee's highest ten-year average compensation consists of
1/10th of all amounts received
by an employee as remuneration during the highest 10 consecutive years
of compensation during the
15 years of service immediately preceding the normal retirement date,
the early retirement date or the
disability retirement date. With the pending termination of this plan,
benefits as computed above will
become payable in the form of private annuities or the actuarial equivalent
of the life annuities at date
of termination.
The following table includes the approximate annual retirement
benefits that will be payable in a life
annuity form under various assumptions as to salary and years of credit
service classifications:
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
10-Year Highest Years of Service
Compensation 15 25 35 45
$75,000.00 $16,920 $27,150 $38,010 $45,510
$100,000.00 $21,915 $36,525 $51,135 $61,135
$125,000.00 $27,540 $45,900 $64,260 $76,760
$150,000.00 $33,165 $55,275 $77,385 $92,385
$175,000.00 $33,165 $55,275 $77,385 $92,385
$200,000.00 $33,165 $55,275 $77,385 $92,385
$225,000.00 $33,165 $55,275 $77,385 $92,385
</TABLE>
Compensation for purposes of the plan consists of all salary and earned
income paid by the
Corporation and is substantially identical to amounts reported in the Summary
Compensation Table. The benefits listed in the table above are computed
on the basis of a straight life annuity and are subject to any deductions
for social security benefits or other off-set amounts.
As of October 31, 1996, the date of the benefit freeze, the credited
years of service under the retire-
ment plan for the individuals named in the Summary Compensation Table
were as follows: James L.
Harrison, Sr.-12 years and John M. Mendez-12 years.
<PAGE>
Employee Stock Ownership And Savings Plan
The individuals listed in the Summary Compensation Table are covered
under the Company's
Employee Stock Ownership And Savings Plan ("ESOP"). Contributions to the
ESOP portion of the plan
are made annually at the discretion of the Board of Directors. Allocations
of those contributions to par-
ticipant's accounts are made on the basis of relative compensation (up to
$150,000). Allocations to the
accounts of the individuals named in the Summary Compensation Table for
the 1996 year were: James
L. Harrison, Sr.-$10,500; and John M. Mendez-$10,500.
The 401(k) Savings portion of the plan matches deferred employee
contributions at the rate of 25%
up to 6% of compensation. Matching contributions for 1996 for the covered
persons listed in the
Summary Compensation Table were as follows: James L. Harrison, Sr.-$2,250;
and John M. Mendez-$2,250.
Wrap Plan
In July 1996, the Corporation created a Supplemental Executive
Retirement Plan ("Plan") for the purpose of providing deferred
compensation which cannot be accumulated under the Basic Savings Plan
due to the deferral limitations on tax-qualified pension plan benefits and
contributions for highly compensated employees. The Company makes
a nonqualified matching credit on employee contributions at the rate of 25%
up to 6% of compensation to the extent not included in the basic plan. There
were no matching contributions for 1996 for the covered persons listed in the
Summary Compensation Table.
Change in Corporate Domicile
The Corporation is currently organized under the laws of the state of
Delaware. The proposed change in domicile to the state of Nevada will, at
current rates, save approximately $50,000 per year in franchise taxes. The
change will be effected by formation of a new Nevada corporation and merging
the Corporation into it, with the Nevada corporation to be the survivor,
pursuant to an agreement of merger (the "Agreement") between the Corporation
and the new Nevada corporation.
The Agreement provides that on the effective date of the merger,
outstanding shares will be exchanged on a one for one basis; and each
stockholder will have exactly the same interest in the new corporation
after that date as he or she previously held in the Corporation. The
transaction will be free of tax consequences and no material impact on the
market for the Corporation's common stock is expected. The articles of
incorporation and bylaws of the new corporation will be similar to those
of the Corporation; and
the new corporation will have a capital structure identical to that of the
Corporation, as shown in the financial statements contained in the
accompanying annual report to stockholders. The rights of stockholders
under Nevada law will be similar to their former rights under Delaware law.
The officers, directors, employees and executive offices of the Corporation
will not change, and the new corporation will succeed to all assets and
liabilities of the Corporation. After the effective date, the Nevada
corporation will be operated in the same manner as the Corporation,
with the same policy as to dividends and similar matters.
The proposal must be approved by the holders of a majority of the
Corporation's outstanding shares, and is subject to approval by the Federal
Reserve Board.
THE BOARD OF DIRECTORS RECOMMENDS ADOPTION OF THE AGREEMENT OF MERGER
CHANGING THE CORPORATION'S DOMICILE.
<PAGE>
Ratification of the Selection of Auditors
Pursuant to the Bylaws of the Corporation, stockholders will be asked
to ratify the selection of
Deloitte & Touche, LLP, Pittsburgh, Pennsylvania, as independent auditors of
the Corporation and its sub-
sidiaries for the fiscal year ending December 31, 1997. The firm of Deloitte
& Touche, LLP, as independent auditors has examined the financial statements
of the Corporation and its subsidiaries each year since 1985 and has no
relationship with the Corporation or its subsidiaries except in its capacity
as auditors. In connection with its audit of the Corporation's financial
statements for the years ended December 31, 1985 through 1996, Deloitte &
Touche, LLP, reviewed the Corporation's annual reports to stockholders and its
filings with the Securities and Exchange Commission and conducted reviews of
quarterly reports to stockholders.
The Audit Committee of the Board of Directors recommended to the Board of
Directors that Deloitte
& Touche, LLP, be appointed as independent auditors for the year ended
December 31, 1997. The Board of Directors has made that appointment and
recommends that the stockholders ratify the selection of
Deloitte & Touche, LLP, as independent auditors for the ensuing year.
A representative of Deloitte & Touche, LLP, is not expected to be
present at the meeting . However,
inquiries or questions of Deloitte & Touche, LLP, may be directed to Mr.
Kenneth A. Liss, Partner, Deloitte & Touche, LLP, 2500 One PPG Place,
Pittsburgh, PA 15222-5401, (412) 338-7200.
Other Matters
All properly executed proxies received by the Corporation will be voted
at the meeting in accor-
dance with the specifications contained thereon. The Board of Directors
knows of no other matter
which may properly come before the meeting for action. However, if any other
matter does properly
come before the meeting, the persons named in the proxy materials enclosed
will vote in accordance
with their judgment upon such matter.
Stockholder Proposals
If any stockholder intends to present a proposal at the 1998 Annual
Meeting, such proposals must
be received by the Corporation at its principal executive offices on or before
November 13, 1997.
Otherwise, such proposal will not be considered for inclusion in the
Corporation's Proxy Statement for
such meeting.
You are urged to properly complete, execute and return the enclosed
form of proxy.
By Order of the Board of Directors
John M. Mendez, Secretary to the Board
March 11, 1997
<PAGE>
Proxy for Annual Meeting of Stockholders
FCFT, INC. 1001 MERCER STREET, PRINCETON, WEST VIRGINIA 24740
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby constitutes and appoints Robert L. Schumacher and
Barbara J. Buchanan, or either of them, attorney and proxy with full power of
substitution, to represent the undersigned at the Annual Meeting of the
Stockholders of FCFT, Inc. (the "Corporation") to be held on Tuesday, April 8,
1997, at Bluefield Country Club, Whitethorn Street, Bluefield, West Virginia
24701, at 3:00 p.m., local time, and any adjournment thereof, with all power
then possessed by the undersigned, and to vote, at that meeting or any
adjournment thereof, all shares which the undersigned would be entitled to
vote if personally present.
1. FOR [ ] the election of 4 directors-Class of 2000
James L. Harrison, Sr. A.A. Modena
I. Norris Kantor William P. Stafford, II
WITHHOLD AUTHORITY [ ]
You may withhold authority to vote for any nominee by lining through
or otherwise striking out his name.
2. To adopt the agreement of merger by which the Corporation will change its
corporate domicile from Delaware to Nevada.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
3. To ratify the selection of the firm Deloitte & Touche, LLP, Pittsburgh,
Pennsylvania, as independent auditors for the Corporation for the fiscal year
ending December 31, 1997.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
4. To vote upon such other business as may properly come before this meeting.
CONTINUED ON REVERSE
SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS SPECIFIED. IF AUTHORITY IS
NOT WITHHELD OR IF NO CHOICE IS SPECIFIED, THIS PROXY WILL BE VOTED FOR
ITEMS 1, 2 AND 3 ABOVE.
Dated: _________________________, 1997 ________________________________
Signature of Stockholder
________________________________
Signature of Stockholder
[ ] Please check if you plan to attend the Stockholder's Meeting on April 8,
1997.
Please sign your name(s) exactly as shown imprinted hereon. If more than one
name appears as part of registration name, all names must sign. If acting in
executor, trustee or other fiduciary capacity, please sign as such.
