<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
[X] Definitive Proxy Statement Commission Only (as permitted
[_] Definitive Additional Materials by Rule 14a-6(e)(2))
[_] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
FIRSTFED 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)(1) and 0-11.
1. Title of each class of securities to which transaction applies:
----------------------------------------------------------------------
2. Aggregate number of securities to which transaction applies:
----------------------------------------------------------------------
3. Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
----------------------------------------------------------------------
4. Proposed maximum aggregate value of transaction:
----------------------------------------------------------------------
5. Total Fee Paid:
----------------------------------------------------------------------
[_] Fee paid previously with preliminary materials:
[_] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
1. Amount Previously Paid:
-------------------------------------------
2. Form, Schedule or Registration Statement No.:
-------------------------------------------
3. Filing Party:
-------------------------------------------
4. Date Filed:
-------------------------------------------
<PAGE>
[LETTERHEAD OF FIRSTFED BANCORP, INC. APPEARS HERE]
June 17, 1998
Dear Stockholder:
We invite you to attend the Annual Meeting of Stockholders (the "Meeting") of
FirstFed Bancorp, Inc. (the "Company") to be held at the main office of the
Company located at 1630 Fourth Avenue North, Bessemer, Alabama, on Tuesday, July
14, 1998 at 4:30 p.m., local time.
The attached Notice of Meeting and Proxy Statement describe the formal
business to be transacted at the Meeting. During the Meeting, we will also
report on the operations of the Company's two financial institution
subsidiaries, First Federal Savings Bank and First State Bank of Bibb County.
Directors and officers of the Company as well as representatives of Arthur
Andersen LLP, the Company's independent auditors, will be present to respond to
any questions the stockholders may have.
ON BEHALF OF THE BOARD OF DIRECTORS, WE URGE YOU TO SIGN, DATE AND RETURN THE
ENCLOSED PROXY CARD AS SOON AS POSSIBLE EVEN IF YOU CURRENTLY PLAN TO ATTEND THE
MEETING. Your vote is important, regardless of the number of shares you own.
This will not prevent you from voting in person but will assure that your vote
is counted if you are unable to attend the Meeting.
Sincerely,
/s/ B. K. Goodwin, III
B. K. Goodwin, III
Chairman of the Board, Chief Executive
Officer and President
<PAGE>
FIRSTFED BANCORP, INC.
1630 FOURTH AVENUE NORTH
BESSEMER, ALABAMA 35020
(205) 428-8472
- - --------------------------------------------------------------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JULY 14, 1998
- - --------------------------------------------------------------------------------
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders (the "Meeting")
of FirstFed Bancorp, Inc. (the "Company") will be held at the main office of the
Company located at 1630 Fourth Avenue North, Bessemer, Alabama, on Tuesday, July
14, 1998 at 4:30 p.m., local time.
A Proxy Card and a Proxy Statement for the Meeting are enclosed.
The Meeting is for the purpose of considering and acting upon the following
matters:
(i) The election of three directors of the Company for terms of
three years;
(ii) A proposed amendment to Section A of Article Fourth of the
Company's Certificate of Incorporation to increase the Company's
authorized common stock from 3,000,000 to 10,000,000 shares, and
thereby to increase the total number of shares of authorized
capital stock from 4,000,000 to 11,000,000 shares, of which
10,000,000 shares shall be common stock and 1,000,000 shares
shall be preferred stock; and
(iii) The transaction of such other matters as may properly come
before the Meeting or any adjournments thereof.
The Board of Directors is not aware of any other business to come before the
Meeting.
Any action may be taken on the foregoing proposals at the Meeting on the date
specified above or on any date or dates to which, by original or later
adjournment, the Meeting may be adjourned. Stockholders of record at the close
of business on June 5, 1998, are the stockholders entitled to vote at the
Meeting and any adjournments thereof.
You are requested to fill in and sign the enclosed form of proxy which is
solicited by the Board of Directors and to mail it promptly in the enclosed
envelope. The proxy will not be used if you attend and vote at the Meeting in
person.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Lynn J. Joyce
Lynn J. Joyce
Secretary
Bessemer, Alabama
June 17, 1998
- - --------------------------------------------------------------------------------
IMPORTANT: THE PROMPT RETURN OF PROXIES WILL SAVE THE COMPANY THE EXPENSE OF
FURTHER REQUESTS FOR PROXIES IN ORDER TO ENSURE A QUORUM. A SELF-ADDRESSED
ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE. NO POSTAGE IS REQUIRED IF MAILED IN
THE UNITED STATES.
- - --------------------------------------------------------------------------------
<PAGE>
PROXY STATEMENT
OF
FIRSTFED BANCORP, INC.
1630 FOURTH AVENUE NORTH
BESSEMER, ALABAMA 35020
ANNUAL MEETING OF STOCKHOLDERS
JULY 14, 1998
- - --------------------------------------------------------------------------------
GENERAL
- - --------------------------------------------------------------------------------
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of FirstFed Bancorp, Inc. (the "Company") to
be used at the Annual Meeting of Stockholders of the Company (the "Meeting")
which will be held at the main office of the Company located at 1630 Fourth
Avenue North, Bessemer, Alabama, on Tuesday, July 14, 1998 at 4:30 p.m., local
time. The accompanying Notice of Meeting and this Proxy Statement are being
first mailed to stockholders on or about June 17, 1998.
- - --------------------------------------------------------------------------------
VOTING AND REVOCABILITY OF PROXIES
- - --------------------------------------------------------------------------------
Proxies solicited by the Board of Directors of the Company will be voted in
accordance with the directions given therein. WHERE NO INSTRUCTIONS ARE
INDICATED, PROXIES WILL BE VOTED FOR THE NOMINEES FOR DIRECTOR SET FORTH BELOW
AND FOR THE PROPOSAL TO APPROVE AN AMENDMENT TO SECTION A OF ARTICLE FOURTH OF
THE COMPANY'S CERTIFICATE OF INCORPORATION TO INCREASE THE AUTHORIZED CAPITAL
STOCK. The proxy confers discretionary authority on the persons named therein
to vote with respect to the election of any person as a director where the
nominee is unable to serve or for good cause will not serve, and with respect to
matters incident to the conduct of the Meeting. If any other business is
presented at the Meeting, proxies will be voted by those named therein in
accordance with the determination of a majority of the Board of Directors.
Proxies marked as abstentions will not be counted as votes cast. In addition,
shares held in street name which have been designated by brokers on proxy cards
as not voted will not be counted as votes cast. Proxies marked as abstentions
or as broker no votes, however, will be treated as shares present for purposes
of determining whether a quorum is present.
Stockholders who execute proxies retain the right to revoke them at any time.
Unless so revoked, the shares represented by such proxies will be voted at the
Meeting and all adjournments thereof. Proxies may be revoked by written notice
to Lynn J. Joyce, Secretary of the Company, at the address shown above, by
filing of a later-dated proxy prior to a vote being taken on a particular
proposal at the Meeting or by attending the Meeting and voting in person. A
proxy will not be voted if a stockholder attends the Meeting and votes in
person. However, the mere presence of a stockholder at the Meeting will not, by
itself, revoke such stockholder's proxy.
- - --------------------------------------------------------------------------------
VOTING SECURITIES
- - --------------------------------------------------------------------------------
Stockholders of record as of the close of business on June 5, 1998 (the
"Record Date"), are entitled to one vote for each share of the Company's common
stock, par value $.01 per share (the "Common Stock"), then held, except that
pursuant to the Company's Certificate of Incorporation, beneficial owners of
shares of Common Stock exceeding 10% of the then-outstanding shares of Common
Stock are not permitted to vote such excess shares. As of the Record Date, the
Company had 1,494,549 shares of Common Stock issued, of which 1,204,598 shares
were outstanding. The presence, in person or by proxy, of the holders of record
of shares of capital stock of the Company entitling the holders to cast a
majority of the votes entitled to be cast is necessary to constitute a quorum at
the Meeting.
<PAGE>
- - --------------------------------------------------------------------------------
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
- - --------------------------------------------------------------------------------
Persons and groups beneficially owning more than 5% of the Common Stock are
required under federal securities laws to file certain reports with the
Securities and Exchange Commission ("SEC") detailing such ownership. The
following table sets forth information, as of the Record Date, with respect to
any person, including any group of persons, known by the Company to be the
beneficial owner of more than 5% of the issued and outstanding Common Stock.
Other than as disclosed below, management knows of no person who beneficially
owned more than 5% of the Common Stock at the Record Date.
<TABLE>
<CAPTION>
NAME AND ADDRESS OF AMOUNT AND NATURE OF PERCENT OF COMMON
BENEFICIAL OWNER BENEFICIAL OWNERSHIP(1) STOCK OUTSTANDING
---------------- ----------------------- -----------------
<S> <C> <C>
First Federal Savings Bank
Employee Stock Ownership Plan and Trust
1630 Fourth Avenue North
Bessemer, Alabama 35020 111,623 (2) 9.3%
Wellington Management Company(3)
75 State Street
Boston, Massachusetts 02109 126,000 10.5%
</TABLE>
- - ------------------------
(1) Based on information furnished by the respective beneficial owners. In
accordance with Rule 13d-3 under the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), a person is deemed to be the beneficial
owner, for purposes of this table, if that person either has or shares
voting or investment power with respect to such Common Stock or has a right
to acquire beneficial ownership at any time within 60 days from the Record
Date. As used herein, "voting power" is the power to vote or direct the
voting of shares, and "investment power" is the power to dispose or direct
the disposition of shares. Except as otherwise noted, ownership is direct,
and the named individuals exercise sole voting and investment power over the
shares of the Common Stock.
(2) Shares of Common Stock initially were acquired by the Employee Stock
Ownership Plan and Trust ("ESOP") in connection with the mutual-to-stock
conversion (the "Conversion") of First Federal Savings Bank ("First
Federal"), the Company's wholly-owned savings bank subsidiary. During
fiscal 1998, an additional 43,931 shares were acquired by the ESOP. A
committee consisting of all directors of the Company administers the ESOP.
An unrelated corporate trustee for the ESOP (the "ESOP Trustee") has been
appointed by the Board of Directors, which may instruct the ESOP Trustee
regarding investment of funds contributed to the ESOP. Shares held by the
ESOP and allocated to participating employees must be voted in accordance
with the instructions received from the participating employees.
Unallocated shares, and allocated shares for which no instruction has been
received, will be voted in the same proportion as the allocated shares for
which instruction has been received. As of the Record Date, 67,697 shares
of Common Stock in the ESOP had been allocated to participating employees,
and, therefore, the ESOP Trustee will vote the remaining 43,931 unallocated
shares in the same proportion as allocated shares.
(3) Includes First Financial Fund, a mutual fund.
2
<PAGE>
The following table sets forth, as of the Record Date, the beneficial ownership
of the Company's Common Stock by each of the Company's directors and nominees,
the executive officers named in the Summary Compensation Table and by all
executive officers and directors as a group.
<TABLE>
<CAPTION>
AMOUNT AND NATURE OF PERCENT OF COMMON
NAME BENEFICIAL OWNERSHIP(1) STOCK OUTSTANDING
---- ----------------------- -----------------
<S> <C> <C>
Fred T. Blair 18,256 (2) 1.52 %
B. K. Goodwin, III 37,132 (3) 3.02
James B. Koikos 22,681 (4) 1.88
A. W. Kuhn 57,034 4.73
Malcolm E. Lewis 44,261 (5) 3.67
E. H. Moore, Jr. 39,668 (6) 3.27
James E. Mulkin 38,933 3.23
Robert E. Paden 35,779 2.96
G. Larry Russell 29,029 (7) 2.38
All directors and executive officers as
a group (11 persons) 362,412 (3) 28.17
</TABLE>
- - ----------------------
(1) For the definition of beneficial ownership, see footnote 1 to the previous
table. Includes certain shares of Common Stock owned by businesses in which
the director is an officer or major stockholder or by spouses, by immediate
family members, or as a custodian or trustee for minor children, over which
shares the director effectively exercises sole or shared voting and/or
investment power, unless otherwise indicated. Includes 416 shares of Common
Stock awarded under First Federal's Recognition and Retention Plan ("RRP")
to Mr. Goodwin as to which shares such director has voting power. Includes
1,000 shares of Common Stock awarded to each director in connection with the
1995 Stock Option and Incentive Plan (the "1995 Stock Option Plan") as to
which shares such directors have voting power within 60 days after the
Record Date. Includes 167 shares, 26,903 shares, 4,538 shares, 112 shares,
168 shares, 9,817 shares, 112 shares, 3,318 shares, 14,818 shares and 82,073
shares of Common Stock, as to which shares Directors Blair, Goodwin, Koikos,
Kuhn, Lewis, Moore, Mulkin, Paden and Russell and all executive officers and
directors as a group, respectively, have the right to purchase pursuant to
stock options exercisable within 60 days after the Record Date. Includes 11
shares, 151 shares, 27 shares, 65 shares, 65 shares, 65 shares, 65 shares,
65 shares, 65 shares and 829 shares of Common Stock for Directors Blair,
Goodwin, Koikos, Kuhn, Lewis, Moore, Mulkin, Paden and Russell and for all
executive officers and directors as a group, respectively, pursuant to the
Company's Incentive Compensation Plan ("Incentive Plan") as to which shares
such directors have voting power.
(2) Includes 15,248 shares of Common Stock owned by Mr. Blair's wife.
(3) Includes 3,853 shares and 17,100 shares of Common Stock owned by the ESOP
and allocated to the accounts of Mr. Goodwin and all executive officers as a
group, respectively.
(4) Includes 6,000 shares held in a trust of which Mr. Koikos is a trustee.
(5) Includes 1,000 shares of Common Stock owned by Mr. Lewis's wife.
(6) Includes 2,000 shares of Common Stock owned by Mr. Moore's wife.
(7) Includes 2,020 shares of Common Stock owned jointly by Mr. Russell's wife
and minor children. Also includes 1,000 shares of Common Stock owned by Mr.
Russell's brother's political campaign fund, of which fund Mr. Russell is
Chairman and as to which shares Mr. Russell has voting power.
- - --------------------------------------------------------------------------------
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
- - --------------------------------------------------------------------------------
Based solely on the Company's review of the copies of ownership reports which
it has received in the past fiscal year, or written representations from
officers, from directors or from persons who own more than 10% of the Common
Stock that no annual report of change in beneficial ownership was required, the
Company believes that during the fiscal year ended March 31, 1998 ("fiscal
1998"), all the filing requirements applicable to such persons have been timely
met.
3
<PAGE>
- - --------------------------------------------------------------------------------
PROPOSAL I -- ELECTION OF DIRECTORS
- - --------------------------------------------------------------------------------
The Company's Board of Directors currently is composed of nine members. The
Company's Certificate of Incorporation requires that directors be divided into
three classes, as nearly equal in number as possible, each class to serve for a
three year period and until their successors are elected and qualified, with
approximately one-third of the directors elected each year. The Board of
Directors has nominated for election as directors B.K. Goodwin, III, A.W. Kuhn
and Robert E. Paden, all of whom are currently members of the Board, to each
serve as directors for three-year terms and until their successors are elected
and qualified. Under Delaware law, directors are elected by a plurality of the
votes present in person or by proxy and entitled to vote on the election of
directors.
It is intended that the persons named in the proxies solicited by the Board of
Directors will be voted for the election of the named nominees. If any nominee
is unable to serve, the shares represented by all properly executed proxies that
have not been revoked will be voted for the election of such substitute as the
Board of Directors may recommend, or the size of the Board of Directors may be
reduced to eliminate the vacancy. At this time, the Board knows of no reason why
any nominee might be unavailable to serve.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" ELECTION AS DIRECTORS OF ALL
THE NOMINEES LISTED BELOW.
The following table sets forth certain information regarding each of the
Company's directors. Each director of the Company is also a member of the Board
of Directors of First Federal, its wholly-owned savings bank subsidiary. In
addition, B. K. Goodwin, III, who serves as Chairman of the Board of Directors
of the Company, also serves as Chairman of the Board of Directors of First State
Bank of Bibb County ("First State"), which is wholly-owned by First State
Corporation, a wholly-owned subsidiary of the Company. No other director of the
Company serves as a director of First State.
BOARD NOMINEES FOR TERMS TO EXPIRE IN 2001
<TABLE>
<CAPTION>
YEAR FIRST ELECTED AS CURRENT
AGE AT DIRECTOR OF TERM TO
NAME RECORD DATE FIRST FEDERAL(1) EXPIRE
---- ----------- --------------- -------
<S> <C> <C> <C>
B. K. Goodwin, III 46 1995 1998
A. W. Kuhn 76 1979 1998
Robert E. Paden 67 1992 1998
DIRECTORS CONTINUING IN OFFICE
YEAR FIRST ELECTED AS CURRENT
AGE AT DIRECTOR OF TERM TO
NAME RECORD DATE FIRST FEDERAL(1) EXPIRE
---- ----------- --------------- -------
James B. Koikos 60 1995 1999
E. H. Moore, Jr. 64 1991 1999
James E. Mulkin 68 1992 1999
Fred T. Blair 70 1968 2000
Malcolm E. Lewis 88 1968 2000
G. Larry Russell 47 1990 2000
</TABLE>
- - -------------------------
(1) With the exception of Messrs. Mulkin and Paden, who were appointed as
directors of the Company in 1992, and Messrs. Goodwin and Koikos, who were
appointed as directors of the Company in 1995, all directors were initially
appointed in May 1991 in connection with the incorporation and organization
of the Company.
4
<PAGE>
Unless otherwise stated, the principal occupation of each director of the
Company for the last five years is set forth below.
B. K. GOODWIN, III. Mr. Goodwin is the Chairman of the Board, Chief Executive
Officer and President of the Company and First Federal, positions he has
occupied since January 1, 1996. He has also served as Chairman of the Board of
First State since January 1996. He had previously served as Senior Executive
Vice President of the Company and First Federal since February 1995. Prior to
that time, Mr. Goodwin served as Chairman of the Board, Chief Executive Officer
and President of Steiner Bank in Birmingham, Alabama, and as President, Chief
Operating Officer and Director of Secor Bank, Federal Savings Bank, in
Birmingham, Alabama.
A. W. KUHN. Mr. Kuhn retired as the Executive Director of Bessemer Housing
Authority, a public housing program, in 1994.
ROBERT E. PADEN. Mr. Paden is a self-employed Attorney in Bessemer, Alabama.
JAMES B. KOIKOS. Mr. Koikos is a restaurateur. He is owner/partner of the
Bright Star Restaurant, Bessemer, Alabama, and the Merritt House, Birmingham,
Alabama.
E. H. MOORE, JR. Mr. Moore retired in 1992 from his position as President of
Deaton, Inc., a trucking company in Ensley, Alabama.
JAMES E. MULKIN. Mr. Mulkin is the President of Mulkin Enterprises, Bessemer,
Alabama, a diversified business operation.
FRED T. BLAIR. Mr. Blair is retired. On January 1, 1996, Mr. Blair retired
from his positions as Chairman of the Board, President and Chief Executive
Officer of the Company and First Federal. He had served as President and Chief
Executive Officer of the Company since its inception in 1991 and with First
Federal since 1968 and Chairman since 1995.
MALCOLM E. LEWIS. Mr. Lewis is retired.
G. LARRY RUSSELL. Mr. Russell is a self-employed Certified Public Accountant
in Bessemer, Alabama.
OTHER EXECUTIVE OFFICERS
C. LARRY SEALE, age 61, is Executive Vice President of the Company and First
Federal.
LYNN J. JOYCE, age 34, is Chief Financial Officer, Vice President, Secretary
and Treasurer of the Company and First Federal.
MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS
During fiscal 1998, the Board of Directors of the Company held 12 regular
meetings and one special meeting. During fiscal 1998, no director of the Company
attended fewer than 75% of the aggregate of the total number of meetings of the
Board of Directors of the Company and the total number of meetings held by all
committees of the Board on which he served. The Board of Directors of the
Company maintains committees, the nature and composition of which are described
below. All committees consist of the full Board of Directors, except that only
non-employee directors may serve on the Audit Committee.
The Audit Committee of the Company meets periodically to examine and approve
the audit report prepared by the independent auditors of the Company, to review
and recommend the independent auditors to be engaged by the Company, to review
the internal audit function and internal accounting controls, and to review and
approve conflict of interest and audit policies. During fiscal 1998, the Audit
Committee, which consists of all non-employee directors of the Company, met one
time.
The Company's Compensation Committee, which consists of all the directors of
the Company, meets periodically to evaluate the compensation and fringe benefits
of the directors, officers and employees and to recommend changes and to monitor
and evaluate employee morale. The Compensation Committee met one time during
fiscal 1998.
5
<PAGE>
The Company's Nominating Committee, which consists of all directors of the
Company, meets periodically for the purpose of nominating candidates for
director of the Company. While the Board of Directors will consider nominees
recommended by stockholders, it has not actively solicited recommendations from
the Company's stockholders for nominees, nor has it established any procedures
for this purpose. During fiscal 1998, the Board met once in its capacity as the
Nominating Committee. Stockholders who make nominations of candidates for
directors must make such nominations in accordance with the procedures set forth
in the Company's Bylaws.
EXECUTIVE COMPENSATION AND OTHER BENEFITS
Summary Compensation Table. The following table sets forth the cash and
noncash compensation for fiscal 1998, 1997 and 1996 awarded to or earned by the
Chief Executive Officer of the Company. No other executive officer of the
Company earned salary and bonus in fiscal 1998 in excess of $100,000 for
services rendered in all capacities to the Company and its subsidiaries.
<TABLE>
<CAPTION>
Long-Term Compensation
----------------------------------------------
Annual Compensation Awards Payouts
-------------------------------------- ------------------------------- --------------
Other Restricted Securities
Name and Fiscal Annual Stock Underlying All Other
Principal Position Year Salary Bonus Compensation/(1)/ Award(s)/(2)/ Options LTIP Payouts Compensation
- - --------------------- ------ --------- ------- ---------------- --------------- -------------- -------------- ---------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
B.K. Goodwin, III 1998 $156,250 $ 4,785 $ -- $ 834 235 $ -- $28,188/(3)/
Chairman of the 1997 138,750 5,805 -- 1,423 15,390 -- 25,938
Board, Chief 1996 101,250 19,685 -- 29,136 1,278 -- 23,188
Executive Officer
and President of
the Company and
First Federal;
Chairman of the
Board of First
State
</TABLE>
- - ----------------------
(1) Executive officers of the Company receive indirect compensation in the form
of certain perquisites and other personal benefits. The amount of such
benefits received by the named executive officer in fiscal 1998 did not
exceed 10% of the executive officer's salary and bonus.
(2) Calculated by multiplying the number of shares of Common Stock awarded
pursuant to the Incentive Plan based on the closing sale price of the Common
Stock on the date the shares were awarded as reported on the Nasdaq SmallCap
Market ($17.75 per share). See " --Directors' Compensation." Mr. Goodwin's
award for fiscal 1996 included an award pursuant to the RRP. As of March 31,
1998, Mr. Goodwin held 573 shares of restricted stock with an aggregate
value of $14,182 based on the closing sale price of the Common Stock on such
date ($24.75 per share). Of this amount, 308 shares will vest in 1998, 250
shares will vest in 1999 and 15 shares will vest in 2000. Pursuant to the
Incentive Plan and the RRP, Mr. Goodwin is entitled to receive dividends and
other distributions made with respect to such shares.
(3) Includes director's fees of $20,400 (including $2,400 received as a director
of First State) paid to Mr. Goodwin. See " -- Directors' Compensation." Also
includes $7,788 paid to Mr. Goodwin for unused vacation and sick leave.
Option Grants in Fiscal 1998. The following table contains information
concerning the grant of stock options during fiscal 1998 to the executive
officer named in the Summary Compensation Table, above. Options were granted
pursuant to the Incentive Plan or to the 1991 Stock Option Plan, or stock
options or stock appreciation rights pursuant to the 1995 Stock Option and
Incentive Plan.
<TABLE>
<CAPTION>
Number of Securities % of Total Options Exercise or Base
Underlying Options Granted to Employees Price Expiration
Name Granted (# of Shares) in Fiscal Year ($ per Share) Date
---- --------------------- -------------------- ---------------- ----------
<S> <C> <C> <C> <C>
B. K. Goodwin, III 235/(1)/ 8.1% $17.75 9/30/07
</TABLE>
- - --------------
/(1)/ See " -- Directors' Compensation."
6
<PAGE>
Aggregate Fiscal 1998 Option Exercises and Fiscal Year-End Option Values. The
following table sets forth information concerning options exercised during
fiscal 1998 and the value of options held by the named executive officer at the
end of the fiscal year.
<TABLE>
<CAPTION>
Number of Securities Value of Unexercised
Underlying Unexercised In-the-Money Options at
Options at Fiscal Year-End Fiscal Year-End /(1)/
------------------------------ ----------------------------
Shares Value
Name Acquired on Exercise Realized Exercisable/Unexercisable Exercisable/Unexercisable
- - --------------------- ----------------------- ----------- ------------------------------ ----------------------------
<S> <C> <C> <C> <C>
B. K. Goodwin, III -- $ -- 26,903/-- $358,583/$ --
</TABLE>
- - -------------------
(1) Calculated based on the fair market value of the underlying Common Stock as
reported on the Nasdaq SmallCap Market at fiscal year-end.
Employment Agreements. Effective January 1, 1996, the Company and First
Federal entered into employment agreements with Mr. Goodwin in his respective
capacities as Chief Executive Officer and President of the Company and First
Federal (the "Employment Agreements"). The Employment Agreements are intended to
enable the Company and its banking subsidiaries to maintain a stable and
competent management base.
The Employment Agreements provide for three-year terms and may be extended
each year for an additional year so that the remaining term shall be three
years. Each of the Employment Agreements was extended for an additional year as
of January 1, 1998. The Employment Agreements provide for, among other things, a
discretionary cash bonus, participation in all employee benefit plans, death
benefits and reimbursement of reasonable out-of-pocket business expenses. In the
event of the executive's death, the Employment Agreements provide for payment of
the remaining compensation due thereunder, plus medical insurance for the
executive's spouse for six months thereafter.
The Employment Agreements provide for termination for cause at any time. In
the event termination is other than for cause, the executive would be entitled
to receive his base salary for the remaining term of the Employment Agreement,
plus his salary for an additional 12-month period. In addition, Mr. Goodwin
would be entitled, at his election, to continued insurance benefits coverage
through the expiration of the term of his Employment Agreements or a cash
payment in an amount equal to the cost of obtaining substantially equal
benefits.
In the event of a change in control of the Company or First Federal that
results in either the dismissal of the executive or the executive's voluntary
resignation for any reason within 30 days thereafter, the executive would be
entitled to a severance payment equal to the excess of (i) 2.99 times his "base
amount," as defined in Section 280G(b)(3) of the Internal Revenue Code, over
(ii) the sum of any other parachute payments, as defined under Section
280G(b)(2) of the Internal Revenue Code, that the executive receives on account
of the change in control. Subject to the foregoing, the Company and First
Federal also would continue the executive's life, health, accident, and
disability coverage for six months following termination and, in the event of
executive's death, pay death benefits and health insurance (for the remainder of
the six month period, if any) to the executive's surviving spouse, if any. In
addition, during the first year following a change in control, Mr. Goodwin would
receive such severance payment if he voluntarily terminates employment within 90
days of the occurrence of certain specified events (for example, a required move
of his personal residence or a material reduction in his base compensation)
which had not been agreed to in advance. The aggregate payments that would be
made to the executive assuming termination of employment under the foregoing
circumstances at March 31, 1998, and without regard to other severance payments
would have been approximately $600,000 to Mr. Goodwin.
In addition, all directors of the Company have entered into Indemnification
Agreements with the Company. For a description of the terms of such
Indemnification Agreements, see " -- Directors' Compensation --Indemnification
Agreements."
DIRECTORS' COMPENSATION
Fees. The directors of the Company receive $900 per month in connection with
their service on the Board of Directors of the Company and $600 per month in
connection with their service on the Board of Directors of First Federal. In
addition, Mr. Goodwin receives $200 per month in connection with his service as
Chairman of the Board of Directors of First State.
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Incentive Compensation Plan. The Company maintains the Incentive Plan, the
purpose of which is to provide incentive compensation for eligible employees and
directors in the event the Company achieves certain performance goals indicative
of its profitability and stability. A mathematical formula set forth in the
Incentive Plan determines three forms of incentive compensation that
participants may receive: (i) annual cash bonuses ("Bonuses"), (ii) restricted
stock awards ("Restricted Stock"), and (iii) stock options ("Options"). For each
year in which the Incentive Plan is in effect, the Company will pay each
participant a Bonus equal to the product of (i) the participant's annual base
salary or director's fees, and (ii) a "Bonus Percentage," defined as the sum of
(a) "Safe ROA Bonus Percentage" which considers return-on-assets ("ROA")
compared to the median ROA of other members of a peer group in the Southeast,
the nonperforming assets ("NPA") compared to the peer group and the CAMEL rating
of First Federal, plus (b) "Growth Rewards," which are determined by the Board
of Directors each year.
For each Incentive Plan year, each participating key employee and director
will receive a Restricted Stock award in the form of a right, conditioned on the
participant's future performance of services, to shares of Common Stock. On a
per capita basis, non-employee directors receive in the aggregate, shares of
Restricted Stock having an aggregate fair market value equal to 7% of the total
Bonuses paid to directors and key employees for such year. On a pro rata basis,
key employees receive a Restricted Stock award based on their relative
compensation equal to 14% of the total Bonuses paid to directors and key
employees for such year. Vesting of Restricted Stock awards will generally occur
at the rate of 33 1/3% per year of a participant's service after the date of the
Restricted Stock award. Vesting will be accelerated to 100% upon a participant's
retirement at or after age 65, death, discharge from service for any reason
other than cause, or a change in control of the Company. In the event of a
change in control, a participant will be entitled to receive Incentive Plan
benefits for the Plan year based on the number of days during the year in which
the Incentive Plan was in effect and the benefits paid to the participant during
the preceding three Incentive Plan years.
In addition, for each Incentive Plan year, each participating key employee and
director will receive Options to purchase five times the number of shares
subject to a Restricted Stock award granted to the participant for such year.
1991 Stock Option Plan. Pursuant to the FirstFed Bancorp, Inc. 1991 Stock
Option Plan for Outside Directors, non-employee directors first elected to the
Board of Directors subsequent to the Conversion automatically are awarded
options to acquire 2,000 shares of Common Stock, provided sufficient options are
available for grant under such plan.
Recognition and Retention Plan. Pursuant to the RRP, newly elected non-
employee directors automatically are awarded 1,000 shares of restricted Common
Stock, provided shares are available for grant under such plan.
1995 Stock Option Plan. Pursuant to the 1995 Stock Option Plan, directors and
selected employees of the Company and its affiliates are eligible to receive
options to acquire shares of Common Stock, stock appreciation rights and
restricted stock awards (collectively, the "Awards"). The Company has reserved
72,000 shares of Common Stock for issuance of Awards under the 1995 Stock Option
Plan. Effective May 19, 1998, each director of the Company received a restricted
stock award for 1,000 shares of Common Stock that vests at the rate of 20% per
year of service and accelerates to 100% upon a Change in Control, as defined in
the 1995 Stock Option Plan, or termination of service due to death, disability,
or retirement after age 65. Awards may also be granted at the discretion of a
committee that is comprised solely of non-employee members of the Board of
Directors. Participants may elect to defer receipt of all or a percentage of
shares that would otherwise be transferred upon the vesting of a restricted
stock award.
Deferred Compensation Plan. The Company maintains a Deferred Compensation Plan
pursuant to which directors, officers and select employees may annually elect to
defer the receipt of Board fees and up to 25% of their salary. In June 1998, the
Company merged the Directors' Retirement Plan with and into the Deferred
Compensation Plan. Associated with the Deferred Compensation Plan is a separate
grantor trust to which all fee and salary deferrals may be contributed. The
trust assets will be used to pay benefits to participants, but are subject to
the claims of general creditors until distributed from the trust. Subject to the
guidelines under the Deferred Compensation Plan, each participant may elect (i)
the time and manner under which his or her Plan benefit will be paid, and (ii)
the measure of the deemed investment return on his or her deferred compensation
account. Such return may be based in whole or part on either the rate of return
on Common Stock or First Federal's highest
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yielding one-year certificate of deposit. Each director of the Company, whenever
elected or appointed and whether or not also employed by the Company, is also
entitled to receive an initial credit to his or her account of $71,000, which
will vest based on his or her overall years of service as a director of the
Company. Benefits become payable upon a director's termination of service on the
Board of Directors for any reason. If a participant dies prior to collecting his
or her entire vested benefit under the Deferred Compensation Plan, the value of
such vested but unpaid benefit will be paid to the director's designated
beneficiary or estate. The Company expects to regularly contribute amounts to
the trust equal to the accrued expense for Plan benefits. The Board of Directors
of the Company is responsible for management of the operation and administration
of the Deferred Compensation Plan and has the discretion to amend the Plan and
the related trust agreement (subject to participant consent as to vested
benefits).
Indemnification Agreements. The Company has entered into Indemnification
Agreements (the "Indemnification Agreements") with each of the Company's
directors and with certain officers of the Company and First Federal. The
Indemnification Agreements provide for retroactive as well as prospective
indemnification to the fullest extent permitted by law against any and all
expenses (including attorneys' fees and all other costs and obligations),
judgments, fines, penalties and amounts paid in settlement in connection with
any claim or proceeding arising out of that person's service as an officer or
director of the Company or First Federal. The Indemnification Agreements also
provide for the prompt advancement of expenses to the director or officer in
connection with investigating, defending or being a witness or participating in
any proceeding. The Indemnification Agreements further provide a mechanism
through which the director or officer may seek court relief in the event the
Company's Board of Directors (or other person appointed by such Board)
determines that the director or officer would not be permitted to be indemnified
under applicable law. The Indemnification Agreements impose on the Company the
burden of proving that the director or officer is not entitled to
indemnification in any particular case.
Following a Change in Control, all determinations regarding a right to
indemnity and a right to advancement of expenses shall be made by independent
legal counsel to be selected by the director or officer and approved by the
Board. The Indemnification Agreements provide that a change in control shall be
deemed to have occurred if (i) any "person" (as such term is used in Sections
13(d) and 14(d) of the Securities Exchange Act of 1934, as amended), other than
a trustee or other fiduciary holding securities under an employee benefit plan
of the Company or a corporation owned directly or indirectly by the stockholders
of the Company in substantially the same proportions as their ownership of stock
of the Company, is or becomes the "beneficial owner" (as defined in Rule 13d-3
under said Act), directly or indirectly, of securities of the Company
representing 25% or more of the total voting power represented by the Company's
then outstanding Voting Securities, or (ii) during any 24-consecutive-month-
period, individuals who at the beginning of such period constitute the Board of
Directors of the Company and any new director whose election by the Board of
Directors or nomination for election by the Company's stockholders was approved
by a vote of at least two-thirds (2/3) of the directors then still in office who
either were directors at the beginning of the period or whose election or
nomination for election was previously so approved, cease for any reason to
constitute a majority thereof, or (iii) the stockholders of the Company approve
a merger or consolidation of the Company with any other corporation, other than
a merger or consolidation which would result in the voting securities of the
Company outstanding immediately prior thereto continuing to represent (either by
remaining outstanding or by being converted into voting securities of the
surviving entity) at least 80% of the total power represented by the voting
securities of the Company or such surviving entity outstanding immediately after
such merger or consolidation, or (iv) the stockholders of the Company approve a
plan of complete liquidation of the Company or an agreement for the sale or
disposition by the Company (in one transaction or a series of transactions) of
all or substantially all the Company's assets. In the event of a potential
change in control, the director or officer may require the Company to establish
a trust in an amount sufficient to cover the anticipated claims under the
agreement.
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While not requiring the maintenance of directors' and officers' liability
insurance, the Indemnification Agreements require that the directors and
officers be provided with maximum coverage if there is such a policy. Further,
the Indemnification Agreements provide that if the Company pays a director or
officer pursuant to an Indemnification Agreement, the Company will be subrogated
to such director's or officer's rights to recover from third parties.
TRANSACTIONS WITH MANAGEMENT
First Federal and First State each offer loans to officers and directors of
First Federal, First State and the Company in the ordinary course of business.
Such loans to directors and executive officers were made in the ordinary course
of business, were made on substantially the same terms, including interest rates
and collateral, as those prevailing for comparable transactions with non-
affiliates and do not involve more than the normal risk of collectibility or
present other unfavorable features.
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PROPOSAL II -- AMENDMENT TO CERTIFICATE OF INCORPORATION
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Section A of Article Fourth of the Company's Certificate of Incorporation
currently authorizes the issuance of a total of 4,000,000 shares of capital
stock, of which 3,000,000 shares shall be Common Stock and 1,000,000 shares
shall be preferred stock, par value $.01 per share ("Preferred Stock"). As of
the Record Date, there were outstanding 1,204,598 shares of Common Stock and no
shares of Preferred Stock. In addition, as of the Record Date, there were
289,951 shares of Common Stock held as treasury stock.
The proposed amendment to Section A of Article Fourth of the Certificate of
Incorporation is to increase the number of authorized shares of Common Stock
from 3,000,000 to 10,000,000 shares, and thereby to increase the total number of
shares of authorized capital stock from 4,000,000 to 11,000,000. The entire text
to Section A of Article Fourth of the Certificate of Incorporation, as proposed
to be amended, is attached hereto as Exhibit A and incorporated herein by
reference.
REASONS FOR THE AMENDMENT
Although the Company has no present plan, arrangement or understanding to
issue additional shares of Common or Preferred Stock other than pursuant to the
Company's current stock benefit plans and the Company's Dividend Reinvestment
and Stock Purchase Plan, the Board of Directors believes that the availability
of an increased number of shares of Common Stock will provide the Company with
needed flexibility in meeting corporate needs that may arise. In the future,
additional authorized but unissued shares of Common Stock would be available for
general corporate purposes, including but not limited to, possible issuances in
future mergers or acquisitions, in a future public offering or private
placement, or under a future stock benefit plan. If the proposed amendment is
approved, the Board of Directors currently intends to consider a stock dividend
or stock split subsequent to the Annual Meeting. The Board of Directors does not
intend to issue any additional shares of capital stock except on terms which the
Board of Directors deems to be in the best interests of the Company and its
stockholders.
The proposed increase in the number of shares of Common Stock authorized for
issuance will not affect the rights, such as voting and liquidation rights, of
the outstanding shares of Common Stock. If, however, additional shares were
issued, other than pursuant to a stock dividend or stock split, the percentage
ownership interests of existing stockholders would be reduced and, depending on
the terms pursuant to which the new shares were issued, the book value of
outstanding shares could be diluted. Each share of the Common Stock will have
the same rights and will be identical in all respects with each other share of
Common Stock. Holders of Common Stock do not have any preemptive right to
subscribe for or purchase any additional securities issued by the Company.
POSSIBLE ANTI-TAKEOVER EFFECT OF AMENDMENT
The additional authorized but unissued shares of Common Stock could,
consistent with the fiduciary responsibility of the Company's directors, be
issued without stockholder approval in transactions that might dilute the
percentage ownership of current stockholders and/or render more difficult a
change in control of the Company. For example, such shares could be used to
create a substantial voting block favorable to the Board of Directors, to effect
an acquisition that would preclude an acquirer's gaining control or to dilute an
acquirer's voting power. The Board of Directors, however, is not aware of any
effort to obtain control of the Company and does not currently contemplate the
issuance of the authorized shares for the foregoing purposes.
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In addition to an increase in authorized shares of Common Stock that could be
issued to defend against a hostile acquisition of the Company, other provisions
of the Company's Certificate of Incorporation and Bylaws and other limitations
which could be viewed as having an "anti-takeover" effect include: (i) a
limitation on beneficial ownership in excess of 10% of the outstanding Common
Stock; (ii) a classified Board of Directors; (iii) denial of cumulative voting
and the call of special meetings by other than the Board of Directors; (iv) a
super-majority vote (80%) to approve business combinations with principal
stockholders and to amend or repeal certain provisions of the Certificate of
Incorporation and Bylaws; (v) factors set forth in the Certificate of
Incorporation to be considered by the Board of Directors when evaluating offers;
(vi) notice requirements for nominations and new business; (vii) acceleration of
management benefits in the event of a change in control; (viii) Delaware
corporate law limitations on acquisitions by principal stockholders; and (ix)
federal regulatory approval requirements.
In the judgment of the Board of Directors, the Board is in the best position
to consider all relevant factors and to negotiate for what is in the best
interests of the stockholders of the Company. Accordingly, the Board of
Directors of the Company believes that it is in the best interests of the
Company and its stockholders to encourage potential acquirers to negotiate
directly with the Company's Board of Directors and that the proposed amendment
will encourage such negotiations and help to discourage non-negotiated takeover
attempts.
RECOMMENDATION OF THE BOARD OF DIRECTORS
Approval of the above-described amendment to Section A of Article Fourth of
the Certificate of Incorporation requires the affirmative vote of a majority of
the outstanding Common Stock entitled to be voted thereon at the Meeting. THE
BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" APPROVAL OF THE AMENDMENT TO SECTION
A OF ARTICLE FOURTH OF THE CERTIFICATE OF INCORPORATION.
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RELATIONSHIP WITH INDEPENDENT AUDITORS
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Arthur Andersen LLP, which was the Company's independent auditors for fiscal
1998, is expected to be retained by the Board of Directors to be the Company's
auditors for the fiscal year ending December 31, 1998. A representative of
Arthur Andersen LLP is expected to be present at the Meeting to respond to
stockholders' questions and will have the opportunity to make a statement if he
or she so desires.
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OTHER MATTERS
- - --------------------------------------------------------------------------------
The Board of Directors is not aware of any business to come before the Meeting
other than those matters described above in this Proxy Statement. However, if
any other matters should properly come before the Meeting, it is intended that
proxies in the accompanying form will be voted in respect thereof as directed by
a majority of the Board of Directors.
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MISCELLANEOUS
- - --------------------------------------------------------------------------------
The cost of soliciting proxies will be borne by the Company. The Company will
reimburse brokerage firms and other custodians, nominees and fiduciaries for
reasonable expenses incurred by them in sending proxy materials to the
beneficial owners of common stock. In addition to solicitations by mail,
directors, officers and regular employees of the Company may solicit proxies
personally or by telegraph or telephone without additional compensation.
The Company's 1998 Annual Report to Stockholders, including financial
statements, is being mailed to all stockholders of record as of the close of
business on the Record Date. Any stockholder who has not received a copy of such
Annual Report may obtain a copy by writing to the Secretary of the Company. Such
Annual Report is not to be treated as a part of the proxy solicitation material
nor as having been incorporated herein by reference.
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STOCKHOLDER PROPOSALS
- - --------------------------------------------------------------------------------
The Board of Directors has changed the fiscal year-end of the Company from
March 31 to December 31 of each year, effective December 31, 1998. Such a change
will, among other things, permit the Company to report results of operations at
the same time as most bank holding companies. As a result of this change, it is
expected that the 1999 Annual Meeting of Stockholders will be held on or about
April 27, 1999. In order to be eligible for inclusion in the Company's proxy
materials for the 1999 Annual Meeting, any stockholder proposal to take action
at such meeting must be received at the Company's main office at 1630 Fourth
Avenue North, Bessemer, Alabama 35020, no later than December 1, 1998. Nothing
in this paragraph shall be deemed to require the Company to include in its proxy
statement and proxy relating to the 1999 Annual Meeting any stockholder proposal
which does not meet all of the requirements for inclusion established by the SEC
or the Company's Certificate of Incorporation or Bylaws in effect at the time
such proposal is received.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Lynn J. Joyce
Lynn J. Joyce
Secretary
Bessemer, Alabama
June 17, 1998
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ANNUAL REPORT ON FORM 10-KSB
- - --------------------------------------------------------------------------------
A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-KSB FOR THE FISCAL YEAR ENDED
MARCH 31, 1998, AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION WILL BE
FURNISHED WITHOUT CHARGE TO STOCKHOLDERS AS OF THE RECORD DATE UPON WRITTEN
REQUEST TO THE SECRETARY, FIRSTFED BANCORP, INC., 1630 FOURTH AVENUE NORTH,
BESSEMER, ALABAMA 35020.
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EXHIBIT A
FOURTH: A. The total number of shares of all classes of stock which
the Corporation shall have authority to issue is eleven million (11,000,000)
consisting of:
1. one million (1,000,000) shares of Preferred Stock, par
value one cent ($.01) per share (the "Preferred Stock"); and
2. ten million (10,000,000) shares of Common Stock, par
value one cent ($.01) per share (the "Common Stock").
<PAGE>
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REVOCABLE PROXY
FIRSTFED BANCORP, INC.
BESSEMER, ALABAMA
ANNUAL MEETING OF STOCKHOLDERS
JULY 14, 1998
The undersigned hereby appoints James E. Mulkin, E.H. Moore, Jr. and James B.
Koikos, or any of them, with full powers of substitution, to act as proxies for
the undersigned to vote all shares of the Company's common stock which the
undersigned is entitled to vote at the Annual Meeting of Stockholders (the
"Meeting"), to be held at the main office of the Company located at 1630 Fourth
Avenue North, Bessemer, Alabama, on Tuesday, July 14, 1998 at 4:30 p.m., local
time, and at any and all adjournments thereof, as follows:
1. The election as directors of the nominees listed below.
B.K. Goodwin, III, A.W. Kuhn and Robert E. Paden FOR [_] WITHHOLD [_]
INSTRUCTION: To withhold your vote for any nominee, write that nominee's
name on the line below.
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THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" ELECTION AS DIRECTORS OF ALL
THE NOMINEES LISTED ABOVE.
2. Amendment to Section A of Article Fourth of the Company's Certificate of
Incorporation to increase the Company's authorized common stock from
3,000,000 to 10,000,000 shares.
FOR [_] AGAINST [_] ABSTAIN [_]
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE PROPOSED AMENDMENT TO THE
CERTIFICATE OF INCORPORATION.
THIS PROXY WILL BE VOTED AS DIRECTED, BUT IF NO INSTRUCTIONS ARE SPECIFIED,
THIS PROXY WILL BE VOTED FOR EACH OF THE NOMINEES FOR ELECTION AS A DIRECTOR
AND FOR THE PROPOSED AMENDMENT TO THE CERTIFICATE OF INCORPORATION. IF ANY
OTHER BUSINESS IS PRESENTED AT THE MEETING, THIS PROXY WILL BE VOTED BY THOSE
NAMED IN THIS PROXY AS DIRECTED BY A MAJORITY OF THE BOARD OF DIRECTORS. AT THE
PRESENT TIME, THE BOARD OF DIRECTORS KNOWS OF NO OTHER BUSINESS TO BE PRESENTED
AT THE MEETING.
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THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
Should the undersigned be present and elect to vote at the Meeting or at any
adjournment thereof and after notification to the Secretary of the Company at
the Meeting of the stockholder's decision to terminate this proxy, then the
power of said attorneys and proxies shall be deemed terminated and of no
further force and effect.
The undersigned acknowledges receipt from the Company prior to the execution
of this proxy of notice of the Meeting, a Proxy Statement dated June 17, 1998
and the Company's 1998 Annual Report to Stockholders.
Dated: ___________ , 1998
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PRINT NAME OF STOCKHOLDER
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SIGNATURE OF STOCKHOLDER
-------------------------------------
PRINT NAME OF STOCKHOLDER
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SIGNATURE OF STOCKHOLDER
Please sign exactly as your name appears on the envelope in which this card
was mailed. When signing as attorney, executor, administrator, trustee or
guardian, please give your full title. If shares are held jointly, each holder
should sign.
PLEASE COMPLETE, DATE, SIGN AND MAIL THIS PROXY PROMPTLY IN THE ENCLOSED
POSTAGE-PREPAID ENVELOPE.
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