<PAGE> 1
SCHEDULE 14A
(RULE 14A-101)
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:
[ ] 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 Rule 14a-11(c) or Rule 14a-12.
ARGO BANCORP, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
ARGO BANCORP, INC.
- --------------------------------------------------------------------------------
(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:
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(4) Date Filed:
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<PAGE> 2
March 31, 2000
Dear Stockholder:
You are cordially invited to attend the Annual Meeting of Stockholders (the
"Annual Meeting") of Argo Bancorp, Inc. (the "Company"), the holding company for
Argo Federal Savings Bank, FSB (the "Savings Bank"), Summit, Illinois, which
will be held on May 2, 2000, at 12:00 p.m., at 7600 West 63rd Street, Summit,
Illinois 60501.
The attached notice of the Annual Meeting and proxy statement describe the
formal business to be transacted at the Annual Meeting. Directors and officers
of the Company as well as a representative of Crowe, Chizek and Company LLP, the
Company's independent auditors, will be present at the Annual Meeting to respond
to any questions from our stockholders.
The scheduled business of the Annual Meeting shall be the election of two
directors and the ratification of the appointment of Crowe, Chizek and Company
LLP as independent auditors for the fiscal year ending December 31, 2000.
The Board of Directors of the Company has determined that the matters to be
considered at the Annual Meeting are in the best interests of the Company and
its stockholders. For the reasons set forth in the proxy statement, the Board of
Directors unanimously recommends a vote "FOR" the matters to be considered.
PLEASE SIGN AND RETURN THE ENCLOSED PROXY PROMPTLY. YOUR COOPERATION IS
APPRECIATED SINCE A MAJORITY OF THE COMMON STOCK MUST BE REPRESENTED, EITHER IN
PERSON OR BY PROXY, TO CONSTITUTE A QUORUM FOR THE CONDUCT OF BUSINESS.
On behalf of the Board of Directors and all of the employees of the Company
and its subsidiaries, I wish to thank you for your continued support. We
appreciate your interest.
Sincerely yours,
John G. Yedinak
Chairman of the Board of Directors
<PAGE> 3
ARGO BANCORP, INC.
7600 WEST 63RD STREET
SUMMIT, ILLINOIS 60501
(708) 496-6010
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 2, 2000
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders (the "Annual
Meeting") of Argo Bancorp, Inc. (the "Company") will be held on May 2, 2000 at
12:00 p.m., at 7600 West 63rd Street, Summit, Illinois 60501.
The Annual Meeting is for the purpose of considering and voting upon the
following matters:
1. The election of two directors for a term of three years or until a
successor is elected and qualified;
2. The ratification of the appointment of Crowe, Chizek and Company LLP
as independent auditors for the fiscal year ending December 31, 2000;
and
3. Such other matters as may properly come before the Annual Meeting or
any adjournments thereof.
The Board of Directors has established March 24, 2000, as the record date
for the determination of stockholders entitled to notice of and to vote at the
Annual Meeting and any adjournments thereof. Only record holders of the common
stock of the Company as of the close of business on that date will be entitled
to vote at the Annual Meeting or any adjournments thereof. In the event there
are not sufficient votes for a quorum or to approve or ratify any of the
foregoing proposals at the time of the Annual Meeting, the Annual Meeting may be
adjourned in order to permit further solicitation of proxies by the Company. A
list of stockholders entitled to vote at the Annual Meeting will be available at
Argo Federal Savings Bank, FSB, 7600 West 63rd Street, Summit, Illinois, 60501,
for a period of ten days prior to the Annual Meeting and will also be available
at the meeting itself.
By Order of the Board of Directors
Frances M. Pitts
Secretary
Summit, Illinois
March 31, 2000
<PAGE> 4
ARGO BANCORP, INC.
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
MAY 2, 2000
SOLICITATION AND VOTING OF PROXIES
This proxy statement is being furnished to stockholders of Argo Bancorp,
Inc. ("Argo" or the "Company") in connection with the solicitation by the Board
of Directors of the Company (the "Board of Directors" or "Board") of proxies to
be used at the Annual Meeting of Stockholders (the "Annual Meeting") to be held
on May 2, 2000, at 12:00 p.m., at 7600 West 63rd Street, Summit, Illinois 60501,
and at any adjournments thereof. The 1999 Annual Report to Stockholders,
including the consolidated financial statements for the fiscal year ended
December 31, 1999, accompanies this proxy statement, which is first being mailed
to stockholders on or about March 31, 2000.
Regardless of the number of shares of common stock owned, it is important
that recordholders of a majority of the shares be represented by proxy or
present in person at the Annual Meeting. Stockholders are requested to vote by
completing the enclosed proxy and returning it signed and dated in the enclosed
postage-paid envelope. Stockholders are urged to indicate their vote in the
spaces provided on the proxy. PROXIES SOLICITED BY THE BOARD OF DIRECTORS OF
ARGO WILL BE VOTED IN ACCORDANCE WITH THE DIRECTIONS GIVEN THEREIN. WHERE NO
INSTRUCTIONS ARE INDICATED, SIGNED PROXIES WILL BE VOTED "FOR" THE ELECTION OF
THE NOMINEES FOR DIRECTOR NAMED IN PROPOSAL 1 OF THIS PROXY STATEMENT AND "FOR"
THE RATIFICATION OF THE INDEPENDENT AUDITORS AS SET FORTH IN PROPOSAL 2 OF THIS
PROXY STATEMENT.
The Board of Directors knows of no additional matters that will be
presented for consideration at the Annual Meeting. EXECUTION OF A PROXY,
HOWEVER, CONFERS ON THE DESIGNATED PROXYHOLDERS DISCRETIONARY AUTHORITY TO VOTE
THE SHARES IN ACCORDANCE WITH THEIR BEST JUDGMENT ON SUCH OTHER BUSINESS, IF
ANY, THAT MAY PROPERLY COME BEFORE THE ANNUAL MEETING OR ANY ADJOURNMENTS
THEREOF.
A proxy may be revoked at any time prior to its exercise by the filing
of a written notice of revocation with the Secretary of the Company, by
delivering to the Company a duly executed proxy bearing a later date, or by
attending the Annual Meeting and voting in person. However, if you are a
stockholder whose shares are not registered in your own name, you will need
appropriate documentation from your recordholder to vote personally at the
Annual Meeting.
The cost of solicitation of proxies on behalf of management will be
borne by the Company. In addition to the solicitation of proxies by mail,
proxies may also be solicited personally or by telephone by directors, officers
and regular employees of the Company and Argo Federal Savings Bank, FSB (the
"Savings Bank") without additional compensation therefor. Argo will also request
persons, firms and corporations holding shares in their names, or in the name of
their nominees, which are beneficially owned by others, to send proxy materials
to and
<PAGE> 5
obtain proxies from such beneficial owners, and will reimburse such holders for
their reasonable expenses in doing so.
VOTING SECURITIES
The securities which may be voted at the Annual Meeting consist of shares
of common stock of Argo ("Common Stock"), with each share entitling its owner to
one vote on all matters to be voted on at the Annual Meeting except as described
below. There is no cumulative voting for the election of directors.
The close of business on March 24, 2000, has been fixed by the Board of
Directors as the record date (the "Record Date") for the determination of
stockholders of record entitled to notice of and to vote at the Annual Meeting
and any adjournments thereof. The total number of shares of Common Stock
outstanding on the Record Date was 2,004,896 shares.
The presence, in person or by proxy, of the holders of at least a majority
of the total number of shares of Common Stock entitled to vote is necessary to
constitute a quorum at the Annual Meeting. In the event there are not sufficient
votes for a quorum or to approve or ratify any proposal at the time of the
Annual Meeting, the Annual Meeting may be adjourned in order to permit the
further solicitation of proxies.
As to the election of directors, the proxy being provided by the Board of
Directors enables a shareholder to vote "FOR" the election of the nominees
proposed by the Board, or to "WITHHOLD VOTE" for the nominees being proposed.
Under Delaware law and the Company's certificate of incorporation, directors are
elected by a plurality of shares voted, without regard to either (i) broker
non-votes, or (ii) proxies as to which authority to vote for one or more of the
nominees being proposed is withheld.
As to the ratification for the appointment of Crowe, Chizek and Company LLP
as independent auditors of the Company set forth in Proposal 2, and all other
matters that may properly come before the Annual Meeting, by checking the
appropriate box, you may: (i) vote "FOR" the item; (ii) vote "AGAINST" the item;
or (iii) "ABSTAIN" with respect to the item. Under the Company's bylaws, unless
otherwise required by law, all such matters shall be determined by a majority of
the votes cast, without regard to either (a) broker non-votes, or (b) proxies
marked "ABSTAIN" as to that matter.
Proxies solicited hereby will be returned to the Company, and will be
tabulated by inspectors of election designated by the Board, who will neither be
employed by nor be directors of the Company or any of its affiliates.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The following table sets forth certain information as to those persons
believed by management to be beneficial owners of more than 5% of the
outstanding shares of Common
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<PAGE> 6
Stock on the Record Date, as disclosed in certain reports regarding such
ownership filed with the Company and with the Securities and Exchange Commission
(the "SEC"), in accordance with Sections 13(d) or 13(g) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act") by such persons and
groups. Other than those persons listed below, the Company is not aware of any
person or group, as such term is defined in the Exchange Act, that owns more
than 5% of the Common Stock as of the Record Date.
AMOUNT AND
NATURE OF
NAME AND ADDRESS OF BENEFICIAL PERCENT
TITLE OF CLASS BENEFICIAL OWNER OWNERSHIP OF CLASS
- ------------------------------------------------------------------------------
Common Stock John G. Yedinak 981,688 (1) 46.73%
1300 Hawthorne Lane
Hinsdale, Illinois 60521
Common Stock The Deltec Banking 501,224 (2) 25.00%
Corporation, Limited
Deltec House
Lyford Cay
Nassau, Bahamas
Common Stock Sergio Martinucci 283,676 (1) 13.89%
5440 N. Paris
Chicago, Illinois 60656
Common Stock Frances M. Pitts 111,145 (1) 5.40%
6624 Greene Road
Woodridge, Illinois 60517
- -----------------------
(1) Includes shares set forth below under "Proposal 1 - Information with
Respect to the Nominees, Continuing Directors and Executive Officers."
(2) On December 31, 1996, the Company entered into a Stock Purchase Agreement
(the"Purchase Agreement") with The Deltec Banking Corporation Limited, a
banking corporation organized under the laws of the Commonwealth of the
Bahamas ("Deltec") whereby Deltec acquired 25% of the issued and
outstanding shares of the Company as of that date at $9.50 per split
effected share for an aggregate purchase price of $4.2 million. The
Purchase Agreement was entered into following the submission by Deltec of a
Rebuttal of Control to the Office of Thrift Supervision ("OTS") and the
execution by Deltec International, S.A., the parent of Deltec, of a
Rebuttal Agreement with the OTS. Pursuant to the Purchase Agreement, the
Company, Deltec and John G. Yedinak also entered into a stockholder
agreement (the "Stockholder Agreement"). The Stockholder Agreement
stipulates that any time that the Company proposes to issue and sell any
additional shares of its Common Stock, it shall notify Deltec and shall
offer to sell to Deltec concurrently with the issuance and sale of
additional shares (including fractional shares) such number of shares so
that Deltec will continue to own 25% of the outstanding shares of the
Company's Common Stock. Generally, the additional shares offered and sold
to Deltec pursuant to the Stockholder Agreement will be at a similar price
and upon substantially the same terms and conditions as the other
additional shares sold. Additionally, in the event that the Company
purchases or otherwise acquires any of its outstanding shares of Common
Stock, it shall offer to purchase from Deltec such
3
<PAGE> 7
number of shares that, after the purchase, Deltec will continue to own 25%
of the outstanding shares of the Company's Common Stock. Arthur E. Byrnes
currently serves as Deltec's nominee and all of the shares owned by Deltec
are also attributable to Mr. Byrnes. During the term of the Stockholder
Agreement, and for so long as Deltec holds at least 15% of the Company's
Common Stock, Deltec has the right to nominate one director to the
Company's Board of Directors. The Stockholder Agreement also grants Deltec
registration rights in respect of any shares of Common Stock that Deltec
decides to sell. Furthermore, John G. Yedinak, the President and Chief
Executive Officer of the Company, has agreed that, during this time period,
he will vote all shares of the Company's Common Stock owned by him for the
nominee designated by Deltec. Finally, during the term of the Stockholder
Agreement, Deltec has agreed to remain in compliance with the Rebuttal
Agreement between Deltec and the OTS.
PROPOSALS TO BE VOTED ON AT THE ANNUAL MEETING
PROPOSAL 1. ELECTION OF DIRECTORS
Directors are elected for staggered terms of three years each, with a term
of office of only one of the three classes of directors expiring each year.
Directors serve until their successors are elected and qualified.
The nominees proposed for election at the Annual Meeting are Arthur E.
Byrnes and Frances M. Pitts. Mr. Byrnes and Ms. Pitts are directors of the
Company. Ms. Pitts is not being proposed for election pursuant to any agreement
or understanding between any person and the Company. Mr. Byrnes is proposed for
election pursuant to the terms of the Stockholder Agreement between Deltec and
the Company.
In the event that the nominee is unable to serve or declines to serve for
any reason, it is intended that proxies will be voted for the election of such
other person as may be designated by the present Board of Directors. The Board
of Directors has no reason to believe that either Mr. Byrnes or Ms. Pitts will
be unable or unwilling to serve. UNLESS AUTHORITY TO VOTE FOR A DIRECTOR IS
WITHHELD, IT IS INTENDED THAT THE SHARES REPRESENTED BY THE ENCLOSED PROXY IF
EXECUTED AND RETURNED WILL BE VOTED "FOR" THE ELECTION OF THE NOMINEES PROPOSED
BY THE BOARD OF DIRECTORS.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ELECTION OF THE NOMINEES
NAMED IN PROPOSAL 1.
INFORMATION WITH RESPECT TO THE NOMINEES, CONTINUING DIRECTORS AND CERTAIN
EXECUTIVE OFFICERS: The following table sets forth, as of the Record Date, the
names of the nominees and continuing directors and the named Executive Officers,
as defined below, as well as their ages; a brief description of their recent
business experience, including present occupations and employment; certain
directorships held by each; and the year in which each first became a director
of the Company or Savings Bank and the year in which their term (or in the case
of the nominees, proposed terms) as director of the Company expires. This table
also sets forth the amount of Common Stock and the percent thereof beneficially
owned by each director and the named Executive Officers and all directors and
executive officers as a group as of the Record Date.
4
<PAGE> 8
<TABLE>
<CAPTION>
AMOUNT
NAME AND PRINCIPAL EXPIRATION AND NATURE OWNERSHIP
OCCUPATION AT PRESENT DIRECTOR OF TERM OF BENEFICIAL AS PERCENT
AND FOR PAST FIVE YEARS AGE SINCE(1)(2) AS DIRECTOR OWNERSHIP(3) OF CLASS
- ----------------------- --- ----------- ----------- ------------- --------
<S> <C> <C> <C> <C> <C> <C>
NOMINEES:
ARTHUR E. BYRNES 55 1997 2003 501,224 (5) 25.00%
Chairman, The Deltec Asset
Management Corporation, a wholly
owned subsidiary of Deltec;
Director of Deltec International
S.A., the parent holding company
of Deltec
FRANCES M. PITTS 41 1992 2003 111,145 (6) 5.40%
Executive Vice President and
Secretary of the Company; Senior
Vice President, General Counsel and
Secretary of the Savings Bank
CONTINUING DIRECTORS:
JOHN G. YEDINAK 50 1987 2001 981,688 (6) 46.73%
Chairman of the Board, President
and Chief Executive Officer of the
Company, Vice Chairman and Chief
Executive Officer of the Savings
Bank since 1987
SERGIO MARTINUCCI 65 1987 2001 238,676 (4) 13.89%
Vice President of the Company, and
Chairman of the Board of the Savings
Bank since 1987, Senior Vice-President
of Coldwell Banker Residential, a real
estate brokerage firm.
DONALD G. WITTMER 64 1992 2002 28,004 (4) 1.38%
President and owner of Wittmer
Financial Services, Ltd.
Stock ownership of all directors and
executive officers as a group (7 persons) -- -- -- 1,915,937 (7) 86.08%
</TABLE>
- ----------------------------
(1) Includes years of service as a director of the Savings Bank.
(2) All directors, except Ms. Pitts and Messrs. Wittmer and Byrnes, are
currently directors of the Savings Bank.
(3) Each person or relative of such person whose shares are included herein,
exercises sole (or shared with spouse, relative or affiliate) voting or
dispositive power as to the shares reported.
(4) Includes 38,000 and 24,000 shares subject to options which are currently
exercisable and which may be acquired by Mr. Martinucci and Mr. Wittmer,
respectively.
(5) See "Security Ownership of Certain Beneficial Owners" for a further
discussion of the ownership of Deltec.
(6) Includes 95,984 and 54,000 shares subject to options which are currently
exercisable and which may be acquired by Mr. Yedinak and Ms. Pitts,
respectively.
(7) Includes 220,984 shares subject to options which are currently exercisable.
5
<PAGE> 9
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Exchange Act requires the Company's officers (as
defined in regulations promulgated by the SEC thereunder) and directors, and
persons who own more than ten percent of a registered class of the Company's
equity securities, to file reports of ownership and changes in ownership with
the SEC. Officers, directors and greater than ten percent stockholders are
required by SEC regulation to furnish the Company with copies of all Section
16(a) forms they file.
Based solely on a review of copies of such reports of ownership furnished
to the Company, or written representations that no forms were necessary, the
Company believes that during the past fiscal year all filing requirements
applicable to its officers, directors and greater than ten percent beneficial
owners were complied with.
MEETINGS OF THE BOARD AND COMMITTEES OF THE BOARD
The Board of Directors met on a monthly basis during the year ended
December 31, 1999. No director attended fewer than 75% of the total number of
Board and Committee meetings held during this period. The Board of Directors of
the Company maintains committees, the nature and composition of which are
described below:
Executive Committee. The Executive Committee of the Company consists of
Messrs. Yedinak, Wittmer, and Martinucci. This committee exercises the authority
of the Board of Directors with respect to matters requiring action between
meetings of the Board of Directors. Any actions by this committee require
subsequent ratification by the Board of Directors at the next regular meeting.
This committee meets as needed between regular meetings of the Board. The
Executive Committee met 12 times in 1999.
Compensation Committee. The Compensation Committee of the Company consists
of the full Board of Directors of the Company. The Board of Directors
establishes compensation and benefits for each of the executive officers of the
Company and the Savings Bank.
Audit Committee. The Audit Committee of the Company consists of Messrs.
Wittmer, Byrnes and Yedinak. The Audit committee met 12 times in 1999.
Nominating Committee. The Company's Nominating Committee for the 2000
Annual Meeting of Stockholders consisted of the entire Board of Directors. The
Nominating Committee considers and recommends the nominees for director to stand
for election at the Company's annual meeting of stockholders. The Company's
Bylaws provide for stockholder nominations of directors. These provisions
require such nominations to be made pursuant to timely notice in writing to the
Secretary of the Company. The stockholder's notice of nomination must contain
all information relating to the nominee which is required to be disclosed by the
Company's bylaws and by the Exchange Act. The Nominating Committee last met on
February 3, 2000.
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<PAGE> 10
DIRECTORS' COMPENSATION
Directors' Fees. Directors of the Company are paid $700 monthly for
attendance at meetings and for services rendered to the Company. Directors of
the Savings Bank are paid $700 for attendance at monthly meetings of the Board,
and are also compensated for service to and attendance at meetings of the
committees of the Board on which they serve at the rate of $400 ($450 for the
Chairman) for each committee meeting. The Chairman of each Board and each
committee is compensated at a higher rate for attendance at monthly meetings and
for duties performed during the month. The Secretary of the Board and of each
committee also receives compensation for services, at the rate of $400 each
meeting.
EXECUTIVE COMPENSATION
The report of the Compensation Committee and the stock performance graph
shall not be deemed incorporated by reference by any general statement
incorporating by reference this proxy statement into any filing under the
Securities Act of 1933 (the "Securities Act") or the Exchange Act, except as to
the extent that the Company specifically incorporates this information by
reference, and shall not otherwise be deemed filed under such Acts.
Compensation Committee Report on Executive Compensation. Under rules
established by the SEC, the Company is required to provide certain data and
information in regard to the compensation and benefits provided to the Company's
Chief Executive Officer and the other executive officers of the Company. The
disclosure requirements for the Chief Executive Officer and other executive
officers include the use of tables and a report explaining the rationale and
considerations that led to fundamental compensation decisions affecting those
individuals. In fulfillment of this requirement the Compensation Committee for
the Company (the "Committee"), has prepared the following report for inclusion
in this proxy statement:
The Company's Compensation Committee has responsibility for reviewing the
compensation policies and plans for the Company and its subsidiaries. The
policies and plans established are designed to enhance both short-term and
long-term operational performance of the Company and to build stockholder value
through appreciation in the price of the Company's Common Stock.
The Company provides certain benefits to all officers and employees who
meet certain minimum requirements, regardless of position. These benefits
include health insurance, vacation allowances, and life and long-term disability
insurance. Officers are also provided the opportunity to participate in the
Company's 401(k) Plan, Employee Stock Ownership Plan, and are eligible for
awards of Options under the Company's 1998 Stock Option Plan. In past years,
officers have also been paid discretionary bonuses based on the successful
operations of the Company and subsidiaries.
One of the Committee's primary objectives is to develop and maintain
compensation plans
7
<PAGE> 11
which provide the Company with the means of attracting and retaining high
quality executives at competitive compensation levels and implement compensation
plans which seek to motivate executives to perform to the fullest extent of
their abilities by aligning the financial interests of the Company's senior
management with those of its stockholders, thereby enhancing stockholder value.
The Committee considers the level of compensation paid to executive officers of
companies with operations and affiliates similar to that of the Company's, and
reviews market trends in annual increases awarded to senior management.
Adjustments to base salaries are made annually for all senior officers and
employees of the Company, and have averaged 4% annually in the last three years,
based on the Committee's consideration of comparable industry and market place
averages, and assessment of the individual contributions of executives to the
Company's overall operational success and performance.
Each of the named Executive Officers of the Company, President and Chief
Executive Officer John G. Yedinak, Executive Vice President, Secretary and
Corporate Counsel Frances M. Pitts and Executive Vice President Colleen A.
Kitch, have been provided long-term Employment Agreements by the Company as
described in this Proxy. In addition to establishing the mechanism for annual
adjustment to base salary compensation, these Employment Agreements also provide
for the payment of annual bonuses based on the results of operations of the
Company. Bonuses have been paid under the terms of each of the Employment
Agreements in four of the last five years. Although bonuses were earned in
fiscal 1997 under the terms of Mr. Yedinak's and Ms. Pitt's Agreements, each
declined to accept such bonuses during this period of restructuring by the
Company.
The compensation of the Company's Chief Executive Officer is set based on
the method described above. For 1999, Mr. Yedinak earned approximately $395,400
in salary and bonus. Although few, if any, financial services holding companies'
operations mirror that of the Company's, the Committee believes that, given the
level of his responsibilities and the diverse nature of the Company's
operations, Mr. Yedinak's 1999 compensation falls within the midrange of similar
companies.
The Company has also provided Termination Agreements to certain senior
executives of the Company which, in material part, establish base salary
compensation and eligibility for bonus compensation, grant awards of Stock
Options under the Company's 1998 Stock Option Plan based on operational results,
and provide for the payment of additional compensation in the event of
termination based on a change-of-control of the Company or its subsidiary, the
Savings Bank. Termination Agreements have, in the most recent two year period,
been provided to the Chief Financial Officer of the Company, and the Chief
Operating Officer of the Savings Bank. In 1999, 5,000 Stock Options were issued
pursuant to the terms of the Termination Agreements. No bonus payments or
additional compensation based on the change-in-control provisions were paid in
either 1998 or 1999 under any of the Agreements.
Section 162(m) of the Internal Revenue limits tax deductions for executive
compensation to $1 million. There are several exemptions to Section 162(m),
including one for qualified performance-based compensation. To be qualified,
performance-based compensation must meet
8
<PAGE> 12
various requirements, including stockholder approval. The Committee intends to
consider annually whether it should adopt a policy regarding 162(m) and to date
has concluded that it is not appropriate to do so. One reason for this
conclusion is that, assuming current compensation policies remain in place,
Section 162(m) will not be applicable in the near term to any executive's
compensation.
Submitted by the members of the Compensation Committee of the Board of
Directors: Sergio Martinucci, Donald G. Wittmer, Arthur Byrnes, John G. Yedinak,
Frances M. Pitts
STOCK PERFORMANCE GRAPH
The graph on the following page draws a six-year comparison of stockholder
return on the Company's Common Stock based on the market price of the Common
Stock assuming reinvestment of dividends, with the cumulative total returns of
companies on the Nasdaq Stock Market Index and the SNL Midwest Thrift Index
supplied by SNL Securities, LC.
9
<PAGE> 13
[GRAPH]
<TABLE>
<CAPTION>
Period Ending
-----------------------------------------------------------------------------------------------
Index 12/31/94 12/31/95 12/31/96 12/31/97 12/31/98 12/31/99
- ----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Argo Bancorp, Incorporated 100.00 105.76 131.43 146.68 166.83 228.88
NASDAQ - Total US* 100.00 141.33 173.89 213.07 300.25 542.43
SNL Midwest Thrift Index 100.00 151.14 190.42 306.89 283.55 235.73
</TABLE>
* Source: CRSP, Center for Research in Security Prices, Graduate School of
Business, The University of Chicago 1999. Used with permission. All rights
reserved. crsp.com.
10
<PAGE> 14
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE. The following table shows for the fiscal years
ending December 31, 1997, 1998 and 1999, the cash compensation paid by the
Company and its subsidiaries, as well as certain other compensation paid or
accrued for those years, to the Chief Executive Officer and to the other
executive officers of the Company who received total salary and bonus in excess
of 100,000 in 1999 (the "Named Executive Officers").
<TABLE>
<CAPTION>
ANNUAL COMPENSATION LONG TERM COMPENSATION
------------------- ----------------------
AWARDS PAYYOUTS
----------------------- --------
OTHER RESTRICTED SECURITIES ALL OTHER
ANNUAL STOCK UNDER- LTIP COMPEN-
COMPEN- AWARD(S) LYING PAYOUTS SATION
NAME AND SALARY BONUS SATION ($) OPTIONS/ ($)(5) ($)
PRINCIPAL OFFICER YEAR ($)(1)(2) ($)(3) ($)(4) SARS(#)
- --------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
John G. Yedinak 1999 $391,961 $ 33,684 $ -- $ -- $ -- None $14,223(6)
President and 1998 378,811 40,398 -- -- -- None 17,701
Chief Executive 1997 359,804 176,000 -- -- -- None 24,816
Officer of th
Company and
President and
Chief Executive
Officer of the
Savings Bank
Frances M. Pitts 1999 $156,526 $21,769 $ -- $ -- $ -- None $13,211(6)
Executive Vice 1998 161,781 20,199 -- -- -- None 14,569
President and 1997 144,615 70,500 -- -- -- None 23,482
Secretary of the
Company and
Senior Vice
President,
General Counsel
and Secretary of
the Savings Bank
Colleen A. Kitch 1999 $132,658 $161,818 $ -- $ -- $ -- None $ 9,015(6)
Executive Vice 1998 112,859 -0- -- -- -- None 6,917
President of the 1997 92,306 -0- -- -- -- None 4,643
Company
</TABLE>
(1) Includes amounts of salary deferred pursuant to the Savings Bank 401(k)
Plan. Under the Plan, participants may elect to have up to the lesser of
12% or $10,000 of annual compensation deferred for the Plan year.
(2) Includes directors' fees received from the Company and the Savings Bank
with respect to Mr. Yedinak; and directors' fees and secretary's fees
received from the Company and the Savings Bank with respect to Ms. Pitts.
(3) Includes deferred bonus amounts as described under the "Employment
Agreements" with respect to Mr. Yedinak and Ms. Pitts. Such bonuses were
based upon the financial results of the Company for 1998 and 1999. No
bonuses were paid for 1997.
(4) For 1997, 1998 and 1999 there were no (a) perquisites over the lesser of
$50,000 or 10% of the individual's total salary and bonus for the years;
(b) payments of above market preferential earnings on deferred
compensation; (c) payments of earnings with respect to long term incentive
plans prior to settlement or maturation; (d) tax payment reimbursements; or
(e) preferential discounts on stock.
(5) The Company does not maintain a long-term incentive plan and, therefore,
there were no payouts or awards under such plan.
(6) Includes $5,000 and $5,000 contributed by the Savings Bank pursuant to the
401(k) Plan for the account of Mr. Yedinak and Ms. Pitts, respectively, and
$2,366 contributed by the Company for the account of Ms. Kitch for the year
ended December 31, 1999. Excludes $83,351 and $11,907 which represents the
market value of premiums paid on supplemental polices covering life (with
proceeds to be paid to the Company and the Bank) and long-term disability
for Mr. Yedinak and Ms. Pitts for the year ended December 31, 1999.
Includes $9,223 and $8,211 the market value of the allocations of shares
made under the Employee Stock Ownership Plan for 1999 to Mr. Yedinak and
Ms. Pitts respectively, and $6,660 for the market value of stock awards
vesting under the Management Recognition and Retention Plan to Ms. Kitch.
11
<PAGE> 15
EMPLOYMENT AGREEMENTS. The Company and the Savings Bank (collectively, the
"Employer") entered into employment agreements ("Agreements") with each of Mr.
Yedinak and Ms. Pitts (the "Executives"), effective November 1, 1996. A similar
Agreement was executed by the Company for Ms. Kitch effective November 1, 1999.
The Savings Bank Agreements provided for a three year term and commencing on the
first anniversary date and continuing each anniversary date thereafter, the
Board of Directors may extend the agreements for an additional year so that the
remaining term shall be three years after conducting a performance evaluation of
the Executives. The Savings Bank employment Agreements for Mr. Yedinak and Ms.
Pitts were renewed in November 1999. The Company Agreements provide for a five
year term (three years under the Agreement with Ms. Kitch) and shall be extended
on a daily basis unless written notice of non-renewal is given by the Board of
the Company. Under the Agreements with each of the Executives, base compensation
of $193,632.00 and $167,107.00 with respect to Mr. Yedinak, and $38,120.00 and
$111,848.00, with respect to Ms. Pitts, will be paid by each of the Company and
Savings Bank, respectively. Under the Agreement with Ms. Kitch, base
compensation of $130,000 will be paid by the Company. The salary amounts under
the Agreements may be increased at the discretion of the Board of Directors, or
authorized committee of the Board, of each of the Company and the Savings Bank.
The salary may not be decreased during the term of the Agreements without the
prior written consent of the Executives or Ms. Kitch.
Pursuant to the Agreements, in addition to the Executives' base
compensation, an amount equal to 2% for Mr. Yedinak and 1% for Ms. Pitts of
gross profits of each of the Company and Savings Bank shall be credited as
additional compensation to the Executive to be paid on the earlier of
termination for other than cause, death or disability, the expiration of the
Agreements, or annually on the anniversary date of the Agreements. The Agreement
with Ms. Kitch does not contain this provision. The deferred amounts will be
forfeited if the Executive is terminated prior to the anniversary date of the
Agreements for any reason other than death or disability. The Agreements also
provide for, among other things, participation in stock benefits plans and other
fringe benefits applicable to executive personnel. The Agreements provide for
termination by the Savings Bank or the Company for cause, as defined in the
Agreements, at any time.
In the event the Savings Bank or the Company chooses to terminate the
Executives' or Ms. Kitch's (together the "Executive Officers") employment for
reasons other than for cause, or in the event of the Executive Officer's
resignation from the Savings Bank and (or) the Company upon: (i) termination of
employment other than for disability, retirement or cause or (ii) the Executive
Officer's resignation upon: (a) a failure to re-elect the Executive Officer for
his current offices or failure to nominate or renominate the Executive Officer
to the Board (as applicable); (b) a material denotive change in the Executive
Officer's functions, duties or responsibilities; (c) a relocation of the
Executive Officer's principal place of employment by more than 30 miles; (d) a
material reduction in benefits or perquisites being provided to the Executive
Officer under the Agreements; (e) liquidation or dissolution of the Savings Bank
or the Company; or (f) a breach of the Agreements by the Savings Bank or the
Company, the Executive Officer or, in the event of death, his beneficiary would
be entitled to receive an amount equal to the base salary increased annually by
four percent (4.0%) due to the Executive
12
<PAGE> 16
Officer for the remaining term of the Agreements and the contributions that
would have been made on the Executive Officer's behalf to any employee benefit
plans of the Savings Bank or the Company during the remaining term of the
Agreements. The Savings Bank and the Company would also continue to pay for the
Executive Officer's life, health and disability coverage for the remaining term
of the Agreements.
Under the Agreements, if voluntary or involuntary termination follows a
change in control of (as applicable) the Savings Bank or the Company (as defined
in the Agreements), the Executive, in the event of his/her death, his/her
beneficiary would be entitled under the Company Agreements to a severance
payment equal to five times the average of the three preceding taxable years'
annual compensation. Under the Savings Bank Agreements, the Executives would be
entitled to a severance payment equal to three times the Executive's average
annual compensation for the five most recent taxable years. The Savings Bank and
the Company would also continue the Executive's life, health, and disability
coverage for sixty months. Notwithstanding that both the Savings Bank and the
Company Agreements provide for a severance payment in the event of a change in
control, the Executives would only be entitled to receive a severance payment
under one agreement. Any excise taxes due as a result of an "excess parachute
payment" under the Company Agreements will be reimbursed under the Agreements.
Based solely on the Salary and Bonus reported in the Summary Compensation Table
for 1999 assuming all compensation was paid under the Company Agreement with
respect to Mr. Yedinak, Ms. Pitts and Ms. Kitch, and excluding any benefits
under any employee plan which may be payable following a change in control and
termination of employment, Mr. Yedinak, Ms. Pitts and Ms. Kitch, would be
entitled to severance payments of approximately $2,301,097.00, $958,984.00 and
$499,641.00, respectively.
Payments to the Executives under the Savings Bank Agreements will be
guaranteed by the Company in the event that payments or benefits are not paid by
the Savings Bank. Payment under the Company Agreements would be made by the
Company. The Agreements also provide that the Savings Bank and Company shall
indemnify the Executive Officers to the fullest extent allowable under federal
and Delaware law, respectively.
MANAGEMENT RECOGNITION PLAN AND TRUST. The Management Recognition and
Retention Plan (the "MRP") provides stock awards to officers and key employees.
Awards made after June 1, 1995 are subject to performance goals and vest at a
rate of 16.66% on the last day of each six month period following the date of
grant. Awards made prior to June 1, 1995 are not subject to performance goals
and vest at a rate of 33.33% per year commencing on the date of grant. As of
December 31, 1999, no shares were outstanding pursuant to grants under the MRP
and 27,332 shares remain available for future grants.
STOCK OPTION PLANS. On May 20, 1998 the Stockholders of the Company
approved the Incentive Stock Option Plan. The Incentive Stock Option Plan
provides for discretionary awards of options to purchase Common Stock to
officers and key employees as determined by a committee of disinterested
directors. During 1999, 5,000 stock options were granted under the Incentive
Stock Option Plan. All options available to purchase common stock held by
employees
13
<PAGE> 17
under Argo Bancorp, Inc. 1991 Employee Stock Option and Incentive Plan (the
"1991 Stock Option Plan") have been granted, and the Plan is now closed. The
following table provides certain information with respect to option exercises in
the previous fiscal year by Named Executive Officers and the number of shares of
Common Stock represented by outstanding stock options held by the Named
Executive Officers as of December 31, 1999. Also reported are the values for
"in-the-money" options which represent the positive spread between the exercise
price of any such existing stock options and the year-end price of the Common
Stock. As of December 31, 1999, 377,000 options to purchase shares of Common
Stock are available for grant (all under the Incentive Stock Option Plan) and
371,068 options to purchase Common Stock have been granted under predecessor
plans and are currently outstanding.
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND
FISCAL YEAR END OPTION/SAR VALUES
<TABLE>
<CAPTION>
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY
SHARES OPTIONS AT FISCAL YEAR END OPTIONS/SARS
ACQUIRED ON AT FISCAL YEAR END AT FISCAL YEAR-END
NAME EXERCISE VALUE REALIZED (#)(1)(2)(3)(4) ($)(5)
- ----------------- ------------- -------------- ---------------------------- -----------------
<S> <C> <C> <C> <C>
EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
John G. Yedinak 0 $ -- 95,984(6) -- $734,278 $ --
Frances M. Pitts 0 $ -- 54,000(7) -- $426,000 $ --
</TABLE>
- --------------------------------
(1) All options become 100% exercisable upon death, disability, retirement or a
change in control, as defined generally under the Incentive Stock Option
Plan. In addition, vesting of non-statutory options may be accelerated by a
committee consisting of outside directors.
(2) The purchase price may be made in whole or in part through the surrender of
previously held shares of common stock.
(3) Under limited circumstances, such as death, disability or normal retirement
of an employee, the employee (or his beneficiary) may request that the
Company, in exchange for the employee's surrender of an option, pay to the
employee (or beneficiary) the amount by which the fair market value of the
Common Stock exceeds the exercise price of the option on the date of the
employee's termination of employment. It is within the companys discretion
to accept or reject such a request.
(4) Options are subject to limited (SAR) rights pursuant to which the options,
to the extent outstanding for at least six months, may be exercised in the
event of a change in control of the Company. Upon the exercise of a limited
right, the optionee would receive a cash payment equal to the difference
between the exercise price of the related option on the date of grant and
the fair market value of the underlying shares of Common Stock on the date
the limited right is exercised.
(5) The price of the Common Stock on December 31, 1999 was $11.50.
(6) The exercise price for 95,984 options is $3.85.
(7) The exercise price for 50,000 options is $3.50 and the exercise price for
4,000 options is $5.00.
INDEBTEDNESS OF MANAGEMENT AND TRANSACTIONS WITH CERTAIN RELATED PERSONS
The Savings Bank has adopted a policy which requires that all loans or
extensions of credit to executive officers and directors must be made on
substantially the same terms, including interest rates and collateral, as those
prevailing at the time for comparable transactions with the general public and
must not involve more than the normal risk of repayment or present other
unfavorable features.
14
<PAGE> 18
PROPOSAL 2. RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS
The Company's independent auditors for the year ended December 31, 1999
were Crowe, Chizek and Company LLP. The Board of Directors has appointed Crowe,
Chizek and Company LLP as independent auditors for the Company for the year
ending December 31, 2000.
On December 2, 1998, the Company dismissed KPMG Peat Marwick LLP ("KPMG")
as the company's independent accountants and engaged Crowe, Chizek and Company
LLP as its independent accountants. KPMG's reports on the financial statements
of the Company for the past two fiscal years did not contain an adverse opinion
or a disclaimer of opinion and were not qualified or modified as to uncertainty,
audit scope, or accounting principles. The decision to change independent
accountants was approved by the Company's Board of Directors and its Audit
Committee. During the Company's fiscal years ending December 31, 1996 and
December 31, 1997 and the subsequent interim period preceding the dismissal,
there were no disagreements with KPMG on any matter of accounting principles or
practices, financial statement disclosure, or auditing scope or procedure which,
if not resolved to the satisfaction of KPMG, would have caused KPMG to make
reference to the subject matter of the disagreement(s) in connection with their
report. The Company has provided KPMG with a copy of this disclosure and KPMG
has written a letter addressed to the Securities and Exchange Commission (the
"Commission") stating that it agrees with the above statements.
On the date of dismissal of KPMG, the Company engaged Crowe, Chizek and
Company LLP as independent accountants for the fiscal year ending December 31,
1998. Prior to the appointment of Crowe, Chizek and Company LLP, the Company did
not engage or consult with Crowe, Chizek and Company LLP regarding any of the
matters described in Item 304(a)(2) of Regulation S-K.
Representatives of Crowe, Chizek and Company LLP will be present at the
Annual Meeting. They will be given an opportunity to make a statement if they
desire to do so and will be available to respond to appropriate questions from
stockholders present at the Annual Meeting.
UNLESS MARKED TO THE CONTRARY, THE SHARES REPRESENTED BY THE ENCLOSED PROXY
WILL BE VOTED FOR RATIFICATION OF THE APPOINTMENT OF CROWE, CHIZEK AND COMPANY
LLP AS THE INDEPENDENT AUDITORS OF THE COMPANY.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR RATIFICATION OF THE
APPOINTMENT OF CROWE, CHIZEK AND COMPANY LLP AS THE INDEPENDENT AUDITORS OF THE
COMPANY.
15
<PAGE> 19
ADDITIONAL INFORMATION
STOCKHOLDER PROPOSALS
To be considered for inclusion in the proxy statement and proxy relating to
the Annual Meeting of Stockholders to be held in 2001, a stockholder proposal
must be received by the Secretary of the Company at the address set forth on the
Notice of Annual Meeting of Stockholders, not later than December 10, 2000. Any
such proposal will be subject to 17 C.F.R. ss. 240.14a-8 of the Rules and
Regulations under the Exchange Act.
NOTICE OF BUSINESS TO BE CONDUCTED AT AN ANNUAL MEETING
The bylaws of the Company provide an advance notice procedure for certain
business to be brought before an annual meeting. In order for a stockholder to
properly bring business before an annual meeting, the stockholder must give
written notice to the Secretary of the Company not less than thirty (30) days
nor more than sixty (60) days prior to such annual meeting, provided, however,
that if less than thirty-one days' notice of the annual meeting is given to
stockholders, notice by the stockholder shall be delivered to the Secretary of
the Company not later than the close of business of the tenth (10) day following
the day on which notice of the annual meeting was mailed to stockholders. The
notice must include the stockholder's name and address as it appears on the
Company's record of stockholders, a brief description of the proposed business,
the reason for conducting such business at the annual meeting, the class and
number of shares of the Company's capital stock that are beneficially owned by
such stockholder, and any material interest of such stockholder in the proposed
business. In the case of nominations to the Board, certain information regarding
the nominee must be provided. Nothing in this paragraph shall be deemed to
require the Company to include in its proxy statement and proxy relating to an
annual meeting any stockholder proposal which does not meet all of the
requirements for inclusion established by the SEC in effect at the time such
proposal is received.
OTHER MATTERS WHICH MAY PROPERLY COME BEFORE THE ANNUAL MEETING
The Board of Directors knows of no business which will be presented for
consideration at the Annual Meeting other than as stated in the Notice of Annual
Meeting of Stockholders. If, however, other matters are properly brought before
the Annual Meeting, it is the intention of the persons named in the accompanying
proxy to vote the shares represented thereby on such matters in accordance with
their best judgment.
Whether or not you intend to be present at the Annual Meeting, you are
urged to return your proxy promptly. If you are present at the Annual Meeting
and wish to vote your shares in person, your proxy may be revoked by voting at
the Annual Meeting.
16
<PAGE> 20
A COPY OF THE FORM 10-K (WITHOUT EXHIBITS) FOR THE YEAR ENDED DECEMBER 31,
1999, AS FILED WITH THE SEC WILL BE FURNISHED WITHOUT CHARGE TO STOCKHOLDERS OF
RECORD UPON WRITTEN REQUEST TO ARGO BANCORP, INC., MS. FRANCES M. PITTS,
SECRETARY, 7600 WEST 63RD STREET, SUMMIT, ILLINOIS 60501.
By Order of the Board of Directors
Frances M. Pitts
Secretary
Summit, Illinois March 31, 2000
YOU ARE CORDIALLY INVITED TO ATTEND THE ANNUAL MEETING IN PERSON. WHETHER OR NOT
YOU PLAN TO ATTEND THE ANNUAL MEETING, YOU ARE REQUESTED TO SIGN AND PROMPTLY
RETURN THE ACCOMPANYING PROXY IN THE ENCLOSED POSTAGE-PAID ENVELOPE.
17
<PAGE> 21
[FRONT SIDE]
REVOCABLE PROXY
ARGO BANCORP, INC.
ANNUAL MEETING OF STOCKHOLDERS
MAY 2, 2000
12:00 P.M. CENTRAL TIME
The undersigned hereby appoints the official proxy committee of the Board
of Directors of Argo Bancorp, Inc. (the "Company"), each with full power of
substitution, to act as attorneys and proxies for the undersigned, and to vote
all shares of Commons Stock of the Company which the undersigned is entitled to
vote only at the Annual Meeting of Stockholders, to be held on May 2, 2000 at
12:00 p.m. Central Time, at 7600 West 63rd Street, Summit, Illinois and at any
and all adjournments thereof, as follows:
1. The election of directors of all nominees listed (except as marked to
the contrary below).
Arthur Byrnes and Frances Pitts
FOR VOTE WITHHELD
|_| |_|
INSTRUCTION: To withhold your vote for any individual nominee, write that
nominee's name on the line provided below:
--------------------------------
1. For ratification of Crowe, Chizek and Company, LLP as auditors of the
Company for the financial year ending December 31, 2000
FOR AGAINST ABSTAIN
|_| |_| |_|
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" EACH OF
THE LISTED PROPOSALS.
<PAGE> 22
[BACK SIDE]
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
THIS PROXY IS REVOCABLE AND WILL BE VOTED AS DIRECTED, BUT IF NO
INSTRUCTIONS ARE SPECIFIED, THIS PROXY WILL BE VOTED FOR EACH OF THE PROPOSALS
LISTED. IF ANY OTHER BUSINESS IS PRESENTED AT THE ANNUAL MEETING, INCLUDING
WHETHER OR NOT TO ADJOURN THE MEETING, THIS PROXY WILL BE VOTED BY THOSE NAMED
IN THIS PROXY IN THEIR BEST JUDGMENT. AT THE PRESENT TIME, THE BOARD OF
DIRECTORS KNOW OF NO OTHER BUSINESS TO BE PRESENTED AT THE ANNUAL MEETING.
The undersigned acknowledges receipt from the Company prior to the
execution of this proxy of a Notice of Annual Meeting of Stockholders and of a
Proxy Statement dated March 31, 2000 and of the Annual Report of Shareholders.
Please sign exactly as your name appears on this card. When signing as
attorney, executor, administrator, trustee or guardian, please give your full
title. If shares are held jointly, each holder may sign but only one signature
is required.
Dated: __________________________________________
-----------------------------------------
SIGNATURE OF STOCKHOLDER
-----------------------------------------
SIGNATURE OF STOCKHOLDER
-----------------------
PLEASE COMPLETE, DATE, SIGN AND MAIL THIS PROXY PROMPTLY
IN THE ENCLOSED POSTAGE-PAID ENVELOPE
