<PAGE> 1
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- --------------------------------------------------------------------------------
SCHEDULE 14A
(RULE 14A)
INFORMATION REQUIRED IN PROXY STATEMENT
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:
<TABLE>
<S> <C>
/ / 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 sec.240.14a-11(c) or sec.240.14a-12
</TABLE>
TOWNE FINANCIAL CORPORATION
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Payment of filing fee (Check the appropriate box):
/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / 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):
(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:
- --------------------------------------------------------------------------------
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<PAGE> 2
TOWNE FINANCIAL CORPORATION
4811 Cooper Road
Blue Ash, Ohio 45242
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD OCTOBER 30, 1996
To the Shareholders of TOWNE FINANCIAL CORPORATION:
Notice is hereby given that the Annual Meeting of Shareholders of
Towne Financial Corporation, an Ohio corporation, will be held at 4811 Cooper
Road, Blue Ash, Ohio, on October 30, 1996, at 10:00 a.m., Eastern Standard
Time, for the purpose of considering and acting upon the following:
1. A proposal to elect two directors for a three year term
ending in 1999.
2. A proposal to ratify the appointment of Grant Thornton LLP as
the Corporation's independent public accountants for the
fiscal year ending June 30, 1997.
3. Such other business as may properly be brought before the
Annual Meeting or any adjournment(s) thereof.
The Board of Directors has fixed the close of business on September
10, 1996 as the record date for the determination of the shareholders entitled
to receive notice of, and to vote at, the meeting and any adjournment(s)
thereof, notwithstanding any subsequent transfers of stock.
Your attention is called to the accompanying Proxy and Proxy Statement
submitted with this Notice.
A copy of the Corporation's 1996 Annual Report is being forwarded to
you herewith, but is not deemed to be part of the official proxy soliciting
material. If any shareholder fails to receive a copy of the Annual Report, one
may be obtained by writing to the Chief Financial Officer of the Corporation.
BY ORDER OF THE BOARD OF DIRECTORS
Mildred Martin, Secretary
Blue Ash, Ohio
October 2, 1996
ALL SHAREHOLDERS ARE INVITED TO ATTEND THE MEETING IN PERSON. WHETHER YOU
EXPECT TO ATTEND OR NOT, PLEASE DATE AND SIGN THE ENCLOSED PROXY AND MAIL IT
PROMPTLY IN THE STAMPED ENVELOPE PROVIDED.
<PAGE> 3
GENERAL INFORMATION
This Proxy Statement is furnished in connection with the solicitation
of proxies by Towne Financial Corporation (hereinafter referred to as the
"Corporation"), the holding company for The Blue Ash Building and Loan Company
("Blue Ash"), for the Annual Meeting of Shareholders of the Corporation, to be
held on October 30, 1996. Such solicitation is being made by mail, although
the Corporation may also use its officers and regular employees to solicit
proxies from shareholders personally, or by telephone, telegraph or letter.
The costs of this solicitation will be borne by the Corporation. The
Corporation may request nominees and brokers to solicit their principals and
customers for their proxies, and in such event the Corporation may reimburse
such nominees and brokers for their reasonable out-of-pocket expenses.
All shares represented by valid proxies received pursuant to this
solicitation, and not revoked, will be voted at the Annual Meeting, and where a
specification is made on the proxy, such shares will be voted in accordance
with such specification. In the absence of any indication to the contrary,
shares will be voted in favor of the proposals set forth in the accompanying
Notice of Meeting and for the nominees for Directors set forth herein and, in
the discretion of the appointed proxies, upon such other matters as may
properly come before the meeting. Any proxy may be revoked by the shareholder
at any time prior to the voting thereof, by giving written notice to the
Corporation prior to the Annual Meeting or by giving oral notice to the
Corporation at the Annual Meeting.
The Board of Directors has fixed the close of business on September
10, 1996 as the record date for the determination of the shareholders entitled
to receive notice of, and to vote at, the Annual Meeting and at any
adjournment(s) thereof, notwithstanding any subsequent transfers of stock.
VOTING SECURITIES
On September 10, 1996, the record date for the meeting, there were
208,000 shares outstanding of common stock, $1.00 par value, all of one class
and each entitled to one vote, owned by approximately 125 shareholders of
record. A list of shareholders of the Corporation may be examined at the
offices of the Corporation at the address given previously. There is no other
class of securities of the Corporation outstanding which has voting rights.
The presence either in person or by proxy of the persons entitled to vote a
majority of the Corporation's outstanding common shares is necessary for a
quorum for the transaction of business at the Annual Meeting of Shareholders.
2
<PAGE> 4
The following table sets forth certain information regarding the
beneficial ownership of the Corporation's common stock (its only outstanding
voting securities on September 10, 1996 (i) by each person who is known by the
Corporation to own beneficially more than 5% of the Corporation's common stock,
(ii) by each Director that owns common stock, and (iii) by all Directors and
Officers of the Corporation as a group.
<TABLE>
<CAPTION>
Name of Beneficial Amount & Nature
Owner of Identity of Beneficial Percent
of Group Ownership of Class (1)
- ----------------- --------------- ------------
<S> <C> <C>
Neil S. Strawser 11,350 (2) 5.3% (2)
Ralph E. Heitmeyer 11,350 (3) 5.3% (3)
William S. Siders 13,201 (4) 6.2% (4)
Herb L. Krombholz 11,350 (5) 5.3% (5)
William T. Thornell 2,306 (6) 1.1% (6)
John M. Kuhnell 11,350 (7) 5.3% (7)
Linda L. Lovitt 12,562 (8) 5.9% (8)
All Directors and 71,244 (9) 33.2% (9)
Officers as a Group
(8 in number)
</TABLE>
______________________
(1) Percentages are based on the aggregate of 208,000 shares of common
stock outstanding and 6,500 shares subject to presently exercisable options.
(2) Includes 6,000 shares owned by his IRA account, for which he has power
to dispose or direct the disposition and to vote or direct the voting and 1,000
shares subject to presently exercisable options.
(3) Includes 1,000 shares subject to presently exercisable options.
(4) Includes 1,760 shares owned by his IRA account and 532 shares in his
SEP account, for which he has power to dispose or direct the disposition and to
vote or direct the voting, 1,000 shares subject
3
<PAGE> 5
to presently exercisable options and 1,851 allocated Employee Stock Ownership
Plan ("ESOP") shares which are 100% vested.
(5) Includes 6,275 shares owned by his IRA account, for which he has power
to dispose or direct the disposition and to vote or direct the voting and 1,000
shares subject to presently exercisable options.
(6) Includes 500 shares subject to presently exercisable options and 1,231
allocated ESOP shares which are 60% vested.
(7) Includes 500 shares subject to presently exercisable options.
(8) Includes 3,757 shares owned by her IRA account, 2,157 in IRA account
of husband for which they have the power to dispose or direct the disposition
and to vote or direct the voting and 537 allocated ESOP shares which are 100%
vested.
(9) Includes 6,500 presently exercisable options held by eight officers
and directors and 4,068 allocated ESOP shares held by four officers.
Percentages are based on presently outstanding shares of 208,000 plus 6,500
shares subject to options.
None of the above persons have shared voting or investment powers with
regard to their shares of common stock.
ELECTION OF DIRECTORS
The Board of Directors of the Corporation presently consists of five
members. The Corporation's Articles of Incorporation and Code of Regulations
provide for the classification of the Board of Directors into three classes.
At each annual meeting of shareholders, directors constituting a class are
elected for a three year term. At the meeting, the directors in Class II are
to be elected to a term which will expire at the 1999 Annual Meeting and until
their successors are elected and qualified. The nominees are currently
directors. The shares represented by the enclosed Proxy will be voted for the
election as directors of the nominees named below unless otherwise indicated on
the Proxy in accordance with the foregoing. If the nominees become unavailable
for any reason or if a vacancy should occur before the election (which events
are not anticipated), the shares represented by the enclosed Proxy may be voted
for such other persons as may be determined by the holders of such proxies.
4
<PAGE> 6
Information concerning the nominees and continuing Directors is set
forth below:
CLASS I DIRECTORS
( Terms Expire in 1998)
<TABLE>
<CAPTION>
Director Positions Currently Held with
Name Age Since (1) the Corporation and Blue Ash
---- --- --------- ----------------------------
<S> <C> <C> <C>
Neil S. Strawser 53 1976 Chairman of the Board and
Director of the Corporation and
Blue Ash
William T. Thornell 53 1996(2) Vice President and Director of the
Corporation and Blue Ash and Chief
Lending Officer of Blue Ash
CLASS II DIRECTORS
(Nominees for Terms Expiring in 1999)
<CAPTION>
Director Positions Currently Held with
Name Age Since (1) the Corporation and Blue Ash
---- --- --------- ----------------------------
<S> <C> <C> <C>
William S. Siders 49 1987 Executive Vice President and
Director of the Corporation and
Blue Ash and Managing Officer
of Blue Ash
Herb L. Krombholz 65 1972 Vice President and Director of
the Corporation and Blue Ash
CLASS III DIRECTOR
(Terms Expire in 1997)
<CAPTION>
Director Positions Currently Held with
Name Age Since (1) the Corporation and Blue Ash
---- --- --------- ----------------------------
<S> <C> <C> <C>
Ralph E. Heitmeyer 73 1960 President and Director of the
Corporation and Blue Ash
</TABLE>
5
<PAGE> 7
DIRECTOR EMERITUS
<TABLE>
<CAPTION>
Director Positions Currently Held with
Name Age Since (1) the Corporation and Blue Ash
---- --- --------- ----------------------------
<S> <C> <C> <C>
John M. Kuhnell 80 1958 Director Emeritus of the
Corporation and Blue Ash
</TABLE>
________________________
(1) The Corporation was organized in August, 1991 and each of the current
directors of the Corporation has served in such capacity since that
date, except for Mr. Thornell, who began his term in 1996. The years
listed in the table are the years in which each director became a
director of Blue Ash.
(2) Mr. Thornell was appointed to fill the vacancy in the Boards of the
Corporation and Blue Ash resulting from Mr. Kuhnell's retirement on
June 5, 1996.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMEND ELECTIONS
OF THE ABOVE CLASS II NOMINEES FOR DIRECTOR
The business experience of each of the directors for the past five
years is as follows:
Nominees:
- --------
WILLIAM S. SIDERS. Mr. Siders has served as Executive Vice President
of the Corporation since August, 1991. Mr. Siders has also been Blue Ash's
Executive Vice President and Managing Officer since 1982. Mr. Siders is
responsible for the daily operations of Blue Ash including managing
investments.
HERB L. KROMBHOLZ. Mr. Krombholz has served as a Vice President of
the Corporation since August, 1991 and a Vice President of Blue Ash since 1980.
Mr. Krombholz is the Chairman of the Board of a family-owned jewelry store in
Montgomery, Ohio.
Continuing Directors:
- --------------------
NEIL S. STRAWSER. Mr. Strawser has served as Chairman of the Boards
of the Corporation and Blue Ash since August 16, 1995. Prior to this Mr.
Strawser served as Vice-Chairman of the Board of the Corporation since June,
1993 and also served as Vice-Chairman of the Board of Blue Ash, having held
this position since June, 1993. Mr. Strawser is a part owner and actively
involved in the management of Parrott & Strawser Properties, Inc., a land
development and home building company located in Cincinnati, Ohio.
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<PAGE> 8
RALPH E. HEITMEYER. Mr. Heitmeyer has been the President of the
Corporation since August, 1991 and the President of Blue Ash since 1982. Mr.
Heitmeyer formerly owned and managed Elmer Heitmeyer Nursery in Kenwood, Ohio.
WILLIAM T. THORNELL. Mr. Thornell has been a Vice President of the
Corporation and a Vice President and Chief Loan Officer of Blue Ash since
August, 1992. Prior thereto Mr. Thornell worked for Seven Hills Savings
Association of Cincinnati for seventeen years.
Director Emeritus:
- -----------------
JOHN M. KUHNELL. Mr. Kuhnell has been Director Emeritus of the
Corporation and Blue Ash since June 5, 1996. Mr. Kuhnell served as Chairman of
the Board of the Corporation, since its organization in August, 1991 to August
16, 1995. Mr. Kuhnell also served as Chairman of Blue Ash from 1978 to August
16, 1995. Prior to retiring, Mr. Kuhnell held the position of Chief of Police
for the Silverton, Ohio police department.
None of the Directors are related.
Board Meeting and Committees
- ----------------------------
Meetings of the Corporation's Board of Directors are held regularly on
a quarterly basis. During the fiscal year ended June 30, 1996, the Board of
Directors held a total of nine regular and special meetings. Meetings of Blue
Ash's Board of Directors are generally held twice a month. The Board of
Directors held a total of 32 meetings during the fiscal year ended June 30,
1996. No incumbent director attended fewer than 90% of the total number of
meetings of the Board of Directors of the Corporation and Blue Ash, except for
John M. Kuhnell.
In addition, the Executive Committee of Blue Ash, which consists of
any three directors, generally meets during weeks when the full Board of
Directors does not. The Executive Committee exercises the power of the full
Board of Directors and all actions are reviewed and ratified by the full Board
of Directors. This committee met 13 times during the fiscal year ended June
30, 1996.
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<PAGE> 9
EXECUTIVE OFFICERS WHO ARE NOT DIRECTORS
Mildred Martin, age 62, currently serves as Secretary of the
Corporation, having served as such since its organization in August, 1991.
Ms. Martin also serves as Secretary of Blue Ash and has held that office for
over thirteen years.
Joseph L. Michel, age 31, currently serves as a Vice President, Chief
Financial Officer and Treasurer of the Corporation and Blue Ash, having served
as such since March, 1994. Prior thereto Mr. Michel worked for over six years
with the accounting firm of Grant Thornton LLP specializing in financial
institution audit and tax work.
EXECUTIVE COMPENSATION
Summary
- -------
The following table is a summary of certain information on amounts
paid to the Corporation's chief executive officer during each of the last three
fiscal years. No other executive officer of the Corporation received
compensation in the aggregate exceeding $100,000 during the last fiscal year.
<TABLE>
SUMMARY COMPENSATION TABLE
<CAPTION>
Annual Compensation
--------------------
All Other
Name and Salary Bonus Compensation
Principal Position Year $ $ $ (1)
- ------------------ ---- -------- ------ ------------
<S> <C> <C> <C> <C>
William S. Siders, 1996 74,385 19,000 11,969
Executive Vice 1995 68,955 20,000 14,697
President and 1994 66,137 19,200 15,106
Managing Officer
- -------------
</TABLE>
(1) Includes the Corporation's contribution to the ESOP valued at $9,237,
$11,662 and $11,767 for 1996, 1995 and 1994, respectively, and the
Corporation's payment of $2,732, $3,035 and $3,339 for health, life and
disability insurance premiums for 1996, 1995 and 1994, respectively.
OPTION GRANTS IN FISCAL 1996
No options were granted to the Corporation's chief executive officer
during the fiscal year ended June 30, 1996.
OTHER COMPENSATION
The directors of the Corporation currently do not receive any
renumeration in their capacity as such. The directors of Blue Ash receive an
annual fee for service on the Board. Messrs. Strawser and Heitmeyer each
receive $22,600 and Messrs. Siders, Krombholz
8
<PAGE> 10
and Thornell each receive $20,000. In his capacity as Director Emeritus of
Blue Ash, Mr. Kuhnell receives an annual fee of $10,000. In addition, Messrs.
Heitmeyer and Siders each receive a yearly automobile allowance of $4,800 for
the use of their automobile in the course of business.
AGGREGATE OPTIONS EXERCISED IN FISCAL 1996
John M. Kuhnell exercised an option on June 3, 1996 for 500 shares at
$11.50 per share for an aggregate option price of $5,750.
EMPLOYMENT AGREEMENTS
Blue Ash has entered into employment agreements with Mr. Siders, Mr.
Thornell and Mr. Michel, which establish their respective duties and
compensation. Each agreement terminates on March 1, 1998 and may be extended
for an additional one-year period after a review of the employee's performance
by the Board of Directors of Blue Ash. The Board of Directors of Blue Ash will
annually review the employee's performance and may extend the term of the
agreements and make such other changes to the agreements as they deem
appropriate; however, any material change would be subject to approval by the
Regional Director of the Office of Thrift Supervision. The agreements provide
for annual base salaries of $78,135 for Mr. Siders, $62,300 for Mr. Thornell
and $55,000 for Mr. Michel, exclusive of directors' fees and bonuses.
The agreements provide that they may be terminated by Blue Ash at any
time for cause, as defined in the agreements, or upon 90 days prior written
notice without cause. If the agreements are terminated for cause, the employee
will not be entitled to receive any compensation or other benefits after the
termination. If the employee is terminated by Blue Ash for any reason other
than cause, the employee would be entitled to receive for the duration of the
term of the agreement, monthly severance payments equal to the highest monthly
salary paid to the employee at any time pursuant to the agreement; provided,
however, that such severance payments would be deferred if payment thereof
would cause Blue Ash to fail to meet its minimum regulatory capital
requirements. Additionally, if as a result of regulatory intervention, the
employee is suspended or is prohibited from participating in the business
affairs of Blue Ash, the employee's compensation will likewise be suspended or
terminated.
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<PAGE> 11
EMPLOYEE STOCK OWNERSHIP PLAN AND TRUST
The Board of Directors of Blue Ash has adopted an Employee Stock
Ownership Plan ("ESOP") for the exclusive benefit of eligible employees.
Employees age 21 or older who have completed at least six months of service
with Blue Ash are eligible to participate in the ESOP. The ESOP may be funded
by Blue Ash's discretionary contributions of cash, which will be invested
primarily in the common stock of the Corporation. Benefits under the ESOP may
be paid in shares of common stock or in cash.
Contributions to the ESOP and shares released from the suspense
accounts will be allocated among participants on the basis of compensation in
the year of allocation. Participants' benefits generally become vested 20% per
year or 100% upon completion of five years of credited service. Forfeitures
will be reallocated among remaining participating employees in the same
proportion as contributions. Benefits may be payable upon death, retirement,
or separation from service. Blue Ash's contributions to the ESOP are not
fixed, so benefits payable under the ESOP cannot be estimated.
The ESOP may also purchase common stock in the open market. The ESOP
is subject to the requirements of the Employee Retirement Income Security Act
of 1974, as amended (which applies to all employee stock ownership plans), and
the regulations of the Internal Revenue Service and the Department of Labor
thereunder.
The Board of Directors has appointed The Fifth Third Bank as the Plan
Administrator. First National Bank, Dayton is the trustee for the ESOP ("ESOP
Trustee"). The ESOP Trustee generally will vote all shares of stock held under
the Plan; however, the ESOP Trustee will be required to vote allocated shares
in accordance with the participants' instructions under circumstances specified
in the ESOP. As of September 10, 1996, the ESOP held 20,264 shares of common
stock.
CERTAIN TRANSACTIONS
Blue Ash, like many financial institutions, has followed a policy of
granting loans to eligible officers, directors and employees for the financing
of their personal residences and for consumer purposes. Blue Ash's policy does
not include the granting of unsecured personal loans. Real estate loans have
been made in the ordinary course of business and remain on substantially the
same terms and conditions as those of comparable transactions prevailing at the
time, and do not involve more than the normal risk of collectibility or present
other unfavorable features. All loans by Blue Ash to its directors and
executive officers are subject to OTS regulations restricting loan and other
transactions with affiliated persons of Blue Ash. Prior to the passage of the
Financial Institutions Reform, Recovery, and Enforcement Act of
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<PAGE> 12
1989 ("FIRREA"), Blue Ash made loans to executive officers and directors
without closing costs and at a reduced interest rate of one percent over the
cost of funds. FIRREA prohibits Blue Ash from making loans to its executive
officers and directors at favorable rates or on terms not comparable to those
prevailing to the general public. Blue Ash's policy towards loans to executive
officers and directors currently complies with this limitation. The aggregate
dollar amount of loans to related parties was approximately $12,000 at June 30,
1996.
RATIFICATION OF APPOINTMENT OF INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors has appointed Grant Thornton LLP as independent
public accountants of the Corporation with respect to its operations for the
fiscal year ending June 30, 1997, subject to ratification by the holders of
common stock of the Corporation. In taking this action, the members of the
Board considered carefully Grant Thornton LLP's performance for the Corporation
in that capacity since its original retention in 1995, its independence with
respect to the services to be performed and its general reputation for
adherence to professional auditing standards. Representatives of the firm are
expected to be present at the Annual Meeting and to be available to respond to
appropriate questions from shareholders. Their representatives will also be
provided an opportunity to make a statement, if they desire to do so.
OTHER MATTERS
Management does not know of any other matters which may come before
the meeting. However, if any other matters are properly presented to the
meeting, or any adjournment thereof, it is the intention of the persons named
in the accompanying Proxy to vote, or otherwise act, in accordance with their
judgment on such matters.
SHAREHOLDER PROPOSALS
Proposals intended to be presented by shareholders at the next annual
meeting of the Corporation must be received by the Corporation, to be
considered for inclusion in any proxy material, no later than June 6, 1997, at
the Corporation's offices at 4811 Cooper Road, Blue Ash, Ohio 45242.
BY THE ORDER OF THE BOARD OF DIRECTORS
Mildred Martin, Secretary
Blue Ash, Ohio
October 2, 1996
11
<PAGE> 13
REVOCABLE PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE
BOARD OF DIRECTORS
TOWNE FINANCIAL CORPORATION
The undersigned hereby appoints Mildred Martin and
PROXY FOR William S. Siders as Proxies, each with the
ANNUAL MEETING power to appoint his or her substitute, and
OF hereby authorizes them to represent and to vote,
SHAREHOLDERS as designated below, all the shares of common stock
OCTOBER 30, held of record by the undersigned on September 10,
1996 1996 at the Annual Meeting of Shareholders of the
Corporation to be held on October 30, 1996 or
any adjournment thereof.
1. ELECTION OF DIRECTORS
FOR all nominees listed below
(except as marked to the contrary) ___________
WITHHOLD AUTHORITY
to vote for all nominees listed below ________
INSTRUCTION: To withhold authority to vote for any
individual nominee strike a line
through the nominee's name in the
list below.
WILLIAM S. SIDERS and HERB L. KROMBHOLZ
2. RATIFICATION OF GRANT THORNTON LLP
AS INDEPENDENT PUBLIC ACCOUNTANTS
FOR THE FISCAL YEAR ENDING JUNE 30, 1997.
FOR ____________
AGAINST ____________
3. In their discretion, the Proxies are authorized
to vote upon such other business as may properly
come before the meeting.
<PAGE> 14
TOWNE FINANCIAL CORPORATION
4811 COOPER ROAD
BLUE ASH, OHIO 45242
PROXY FOR This Proxy when properly executed will be voted in the
ANNUAL MEETING manner directed herein by the undersigned shareholder.
OF If no direction is made, the proxy will be voted for
SHAREHOLDERS Proposals 1 and 2.
OCTOBER 30,
1996
Please sign exactly as name appears hereon. When shares
are held by joint tenants, both should sign. When
signing as attorney, as executor, administrator, trustee
or guardian, please give full title as such. If a
corporation, please sign in full corporate name by
President or other authorized officer. If a
partnership, please sign in partnership name by
authorized person.
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE
ENCLOSED ENVELOPE.
