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 240.14a- 1 1 (c) or 240.14a-
12
First Community Bancshares, 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 l4a-
6(l)(4) and 0-ll.
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- I I (Set forth the amount on which
the filing fee is
calculated and state how it was determined:
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<PAGE>
First
Community
Bancshares, Inc.
1001 Mercer Street
Princeton, West Virginia 24740
Notice Of 1998
Annual Meeting of Stockholders
To the Stockholders of First Community Bancshares, Inc.:
The ANNUAL MEETING of Stockholders of First Community
Bancshares, Inc. will be
held at Princeton Elks Lodge, Old Bluefield-Princeton Road,
Princeton, West
Virginia, at 3:00 p.m., local time on April 14, 1998, 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 2001.
2. Ratification of the selection of Deloitte & Touche,
Pittsburgh,
Pennsylvania, as independent auditors for the year ending
December 31, 1998.
3. Transacting 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
17, 1998 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
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<PAGE>
PROXY STATEMENT
Annual meeting of Stockholders
To Be Held on Tuesday, April 14, 1998
The Board of Directors of First Community Bancshares, Inc., (The
"Corporation") solicits the enclosed proxy for use at the Annual
Meeting of
Stockholders of First Community Bancshares, Inc., which will be
held on
Tuesday, April 14,1998, at 3:00 p.m., (local time) at Princeton
Elks Lodge,
Old Bluefield-Princeton Road, Princeton, 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 officers,
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
18, 1998.
Voting
Shares of Common Stock (par value $1 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, 1998. Any
stockholder has the
power to revoke his proxy at any time before it is voted.
The Board of Directors has fixed March 17, 1998 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 to be considered.
As of the close of business on March 17, 1998, the outstanding
shares of the
Corporation consisted of 5,650,205 shares of Common Stock.
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<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 2001, 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>
<S> <C> <C> <C> <C>
Principal Occupation and Director of Class
Employment Last Five Years, Corporation Of
Name Age Principal Directorships Since Director
Allen T Hamner 56 Professor of Chemistry, West 1993 2001
Virginia Wesleyan College; Director
First Community Bank, Inc. & First
Community Bank of Mercer County
Inc.
B. W Harvey 66 President, Highlands Real Estate 1989 2001
Management, Inc.; Director, First Community
Bank, Inc. & First Community Bank
of Mercer County, Inc.
John M. Mendez 43 Vice President & Chief Financial Officer 1994
2001
of the Corporation; Vice-President -
Finance & Chief Administrative Officer
& Director, First Community Bank, Inc.
& First Community Bank of Mercer County,
Inc.; Director & Secretary, First Community
Bank of Southwest Virginia, Inc.; Director &
Assistant Corporate Secretary, Blue Ridge Bank
Harold Wood 79 Owner and Operator, Wood's General Store; 1989 2001
Director, First Community Bank, Inc. &
First Community Bank of Mercer County, Inc.
</TABLE>
4
<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>
<S> <C> <C> <C> <C>
Principal Occupation and Director of
Class
Employment Last Five Years,- Corporation Of
Name Age Pnncipal Directorships Since
Director
Sam Clark 66 Agent, State Farm Insurance; 1993 1999
Director, First Community Bank,
Inc. & First Community Bank of
Mercer County, Inc.
James L. Harrison, Sr. 50 President & Chief Executive 1989 2000
Officer of the Corporation;
President & Director of First Community
Bank, Inc., First Community Bank of
Mercer County, Inc. & First Community
Bank of Southwest Virginia, Inc.; Executive
Vice President & Director, Blue Ridge Bank.
I. Norris Kantor 68 Partner, Katz, Kantor & Perkins, 1989 2000
Attorneys-at-Law; Director,
First Community Bank, Inc. &
First Community Bank of Mercer
County, Inc.
A. A. Modena 69 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.
Robert E. Perkinson, Jr. 49 Vice President - Operations, MAPCO 1994 1999
Coal, Inc.; Permac, Inc.; Race Fork
Coal Company; South Atlantic
Coal, Inc.; Director, Virginia Coal
Association; Director, First Community
Bank, Inc. & First Community Bank
of Mercer County, Inc.
William P. Stafford 64 President, Princeton Machinery 1989 1999
Service, Inc.; Chairman of the
Board of the Corporation; Director,
First Community Bank, Inc. & First
Community Bank of Mercer County, Inc.
</TABLE>
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<PAGE>
<TABLE>
<CAPTION>
Continuing Directors
<S> <C> <C> <C> <C>
William P. Stafford, II34 Attorney, Brewster, Morhous & Cameron; 1994 2000
Director, First Community Bank, Inc. &
First Community Bank of Mercer County, Inc.
W W Tinder, Jr. 72 Chairman & Chief Executive Officer, 1989 1999
Tinder Enterprises, Inc.; President,
Tinco Leasing Corporation (Real Estate
Holdings); Director, First Community Bank,
Inc. & First Community Bank of
Mercer County, Inc.
</TABLE>
Compensation of Directors
During 1997, non-employee members of the Board of Directors received a
director's fee of $500 per month. Directors of the Corporation may also
be
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 I 1 meetings during 1997. All directors and
those
nominees who are currently directors attended at least 75% of all meetings
of the Board and any committee of which they were a member.
Board Committees
The Board of Directors of the Corporation has an Audit Committee
consisting
of Messrs. Wood, Chairman; Stafford; and Tinder, all non-employee members
of the Board. The Audit Committee of the Board of Directors, which held
four
meetings during 1997, 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 performance 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
stockholder
ratification). The Board does not maintain Nominating 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.
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<PAGE>
Principal Stockholders
The following sets forth information with respect to those persons,
who to
the knowledge of management, beneficially owned more than 5% of the
Corporation's outstanding stock as of March 17, 1998. 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) 646,400
11.44%
(1) William P. Stafford is deemed a beneficial owner of the same
shares by
virtue of his position as President of the Foundation.
</TABLE>
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 17, 1998, 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 sharesBeneficially Owned
Robert L. Buzzo 4,792 *
Sam Clark 31,645 *
Allen I Hamner 2,078 *
James L. Harrison, Sr. 38,024 *
B. W Harvey 5,720 *
I. Norris Kantor 12,613 *
John M. Mendez 12,598 *
A. A- Modena 21,332 *
Robert E. Perkinson, Jr. (1) 11,351 *
William P. Stafford (2) 114,016 2.02%
William P. Stafford, 11 78,137 1.38%
W W Tinder, Jr. 40,201 *
Harold Wood 13,550 *
All Directors and Executive Officers
as a group (Fhirteen Persons) 386,057 6.83%
</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 139,040 shares or 2.46% 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 646,000 shares or 11.44% of the Corporation's
outstanding stock
held by the Foundation.
*Less than one percent.
7
<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 disclosure is determined by the
subsidiary bank's Executive Committee (executive management in the case of
Mr. Mendez and Mr. Buzzo), 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
compensation (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 compensation policy of
the Committee is to provide competitive levels of compensation with
appropriate recognition 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, 1997, 1996 and 1995
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, 1997, 1996 and 1995.
<TABLE>
<CAPTION>
Summary Compensation Table
<S> <C> <C> <C> <C> <C>
Capacities in Which OtherAnnual
Name of Individual Served Year Salary Bonus Compensation
(2)
James L. Harrison, Sr.President, Chief Executive1997 $193,687 -
$56,274
Officer & Director of the 1996 193,821 -
43,235
Corporation; President & 1995 192,834 -
60,805
Director of First Community
Bank of Mercer County, Inc., First
Community Bank, Inc.
& First Community Bank of
Southwest Virginia, Inc.; Executive
Vice President & Director,
Blue Ridge Bank.
John M. Mendez Vice President & Chief1997$ 144,60822,910$ 6,153
Financial Officer of the 1996 135,307 14,295
10,413
Corporation; Vice President-1995123,44122,457
11,870
Finance, Chief Administrative
Officer & Director of First
Community Bank, Inc.; and First Community
Bank
of Mercer County, Inc.; Director &
Secretary, First Community Bank
of Southwest Virginia, Inc.; Assistant
Corporate Secretary & Director, Blue Ridge Bank
</TABLE>
8
<PAGE>
<TABLE>
<S> <C> <C> <C> <C>
Robert L. Buzzo Vice President of the1997$ 80,402$26,396 $ 13,943
Corporation; Chief 1996 76,881 7,668 11,267
Executive Officer of1995 77,977 2,550 6,927
First Community Bank
- Bluefield; Director of
First Community Bank, Inc.
& First Community Bank
of Mercer County, Inc.
</TABLE>
(1) No long-term compensation is paid to the named executive officers.
(2) Other Annual Compensation includes non-qualified deferred compensation
arrangements, deferred bonuses and non-cash fringe benefits.
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,
1997
with cumulative total shareholder return of 1) The Standard & Poor'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 geo-
<TABLE>
<S> <C> <C> <C>
First Community
Bancshares, Inc. S& P 500 PEER
12/31/92 100 100 100
12/31/93 201 110 128
12/31/94 269 112 118
12/31/95 301 153 149
12/31/96 327 188 173
12/31/97 486 246 260
</TABLE>
9
<PAGE>
graphic location. The graph assumes an initial investment of $
100 on
December 31, 1992 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.
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 contract,
or twelve
months, whichever is greater.
Retirement Benefits
Prior to 1997, the Corporation and its subsidiaries maintained a
non-contributory Defined Benefit Pension Plan (the "Plan"), which
was available
to all employees meeting certain eligibility requirements.
The Board of Directors amended the Plan, freezing benefit
accruals as of
October 31, 1996, and providing for the termination of the Plan
as of November
30, 1996. This action, which was part of a restructure of the
Company's
employee benefit program, was intended to simplify retirement
benefits
through the use of a single defined contribution plan (Employee
Stock
Ownership and Savings Plan).
As a result of the Plan freeze and termination, no benefits
accrued under
this Plan in 1997. Benefit accruals for previous years were
designed to
provide annual retirement benefits for eligible employees
calculated as the
sum of: (i) the product of one percent of the employees' highest
compensation
(up to $150,000 for years subject to limitation) in the last ten
years; and
(ii) one-half of one percent of the employees' highest
compensation in the
last ten years in excess of $7,800 (up to $150,000 for years
subject to
limitation), with the sum of (i) and (ii) multiplied by years of
service up to
35. The actuarial equivalent of total benefits accrued under
this formula
through the date of the Plan freeze were distributed to or
transferred to
other plans, at the direction of the respective employee on
February 9, 1998
in settlement of Plan benefits. Distributions on behalf of
executive officers
named in the Summary Compensation Table were as follows:
Harrison - $62,979;
Mendez - $54,916; and Buzzo - $100,330.
Employee Stock Ownership 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
participants'
accounts are made on the basis of relative W-2 compensation (up
to $160,000).
Allocations to the accounts of the individuals named in the
Summary
Compensation Table for the 1997 year were: James L. Harrison,
Sr. - $16,000;
and John M. Mendez -$16,000; and Buzzo -$12,074.
Savings Plan
The Plan also provides a 401 (k) Savings feature and matches
employee
contributions at the rate of 25% up to 6% of compensation.
Matching
contributions for 1997 for the covered persons listed in the
Summary
Compensation table were as follows: Harrison - $1,086; Mendez -
$1,109; and
Buzzo - $1,109.
10
<PAGE>
Wrap Plan
The Corporation maintains a Supplemental Executive Retirement
Plan ("Plan")
for the purpose of providing deferred compensation which cannot
be accumulated
under the Basic Plan provisions above because of deferral and
covered
compensation limitations on tax-qualified pension plan benefits.
The Company
makes a non-qualified matching credit on employee contributions
at the rate
of 25% up to 6% of compensation under the 401(k) feature of the
basic plan and
contributions in lieu of basic plan ESOP contributions for
compensation in
excess of the $160,000 compensation limit. Contributions under
this Plan for
1997 for the covered persons listed in the Summary Compensation
Table were as
follows: Harrison - $2,928; Mendez - $2,25 1; and Buzzo - none.
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 subsidiaries for
the fiscal
year ending December 31, 1998. The firm of Deloitte & Touche 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 1997, Deloitte & Touche 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 has recommended to
the Board of
Directors that Deloitte & Touche be appointed as independent
auditors for the
year ended December 31, 1998. The Board of Directors has made
that
appointment and recommends that the stockholders ratify the
selection of
Deloitte & Touche as independent auditors for the ensuing year.
A representative of Deloitte & Touche is not expected to be
present at the
meeting. However, inquiries or questions of Deloitte & Touche
may be directed
to Mr. Kenneth A. Liss, Partner, Deloitte & Touche, 2500 One PPG
Place,
Pittsburgh, PA 15222-5401, (412) 338-7200.
Other Matters
All properly executed proyies received by the Corporation will
be voted at the
meeting in accordance 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.
11
<PAGE>
Stockholder Proposals
If any stockholder intends to present a proposal at the 1999
Annual Meeting,
such proposals must be received by the Corporation at its
principal executive
offices on or before November 11, 1998. 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
March 18,1998
12
<PAGE>
Proxy for Annual Meeting of Stockholders
FIRST COMMUNITY BANCSHARES, 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 First Community Bancshares, Inc. (the
"Corporation') to be
held on Tuesday, April 14, 1998, at the Princeton Elks Lodge, Old
Bluefield-Princton Road, Princeton, West Virginia, at 3:00 P.M.,
local time,
and any adjournments 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.
I. FOR [ ]the election of 4 directors - Class of 2001 WITHHOLD
AUTHORITY [ ]
Allen T. Hamner John M. Mendez You may withhold authority
to vote for any
nominee by lining
B.W. Harvey Harold Wood through or
otherwise striking
out his name.
2. 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, 1998.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
3. To vote upon such other business as may properly come before
this meeting.
CONTINUED ON REVERSE
13
<PAGE>
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 I AND 2 ABOVE.
Dated: 1998
Signature of
Stockholder
Signature of
Stockholder
[ ] Please check if you plan
to attend the
Stockholders' Meeting on
April 14, 1998
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.
14
<PAGE>
