<PAGE> 1
SCHEDULE 14-A 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
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss.240.14a-11(c) or ss.240.14a-12
[ ] Confidential, For Use of the Commission Only
(as permitted by Rule 14a-6(e)(2))
CB Bancorp, Inc.
----------------
(Name of Registrant as Specified In Its Charter)
John Bruno, Muldoon, Murphy & Faucette
--------------------------------------
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 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:
....................................................................
<PAGE> 2
[ ] 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> 3
June 26, 1996
Dear Stockholder:
You are cordially invited to attend an annual meeting of stockholders (the
"Annual Meeting") of CB Bancorp, Inc. (the "Company"), the holding company for
Community Bank, A Federal Savings Bank (the "Bank"), which will be held on July
24, 1996 at 10:00 a.m., Central Daylight Time, at the Holiday Inn, 5820 South
Franklin, Michigan City, Indiana 46360.
The attached Notice of the Annual Meeting and the proxy statement describe
the formal business to be transacted at the Annual Meeting. Directors and
officers of the Company, as well as representatives of Crowe, Chizek and
Company, the Company's independent auditors, will be present at the Annual
Meeting to respond to appropriate questions.
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
unanimously recommends a vote "FOR" each matter to be considered.
PLEASE SIGN AND RETURN THE ENCLOSED PROXY CARD 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 the Bank, I wish to thank you for your continued support. We
appreciate your interest.
Sincerely yours,
/s/ Joseph F. Hefferman
Joseph F. Heffernan
Chairman of the Board of Directors
<PAGE> 4
----------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JULY 24, 1996
------------------
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of CB
Bancorp, Inc. will be held on July 24, 1996, at 10:00 a.m., Central Daylight
Time, at the Holiday Inn, 5820 South Franklin, Michigan City, Indiana 46360.
The Annual Meeting is for the purpose of considering and voting upon the
following matters:
1. The election of three directors for terms of three years each;
2. The approval of an amendment to the Certificate of Incorporation of
CB Bancorp, Inc. increasing the number of authorized shares of
common stock;
3. The ratification of Crowe, Chizek and Company as independent
auditors of the Company for the fiscal year ending March 31, 1997;
and
4. Such other matters as may properly come before the meeting or any
adjournments thereof.
The Board of Directors has fixed June 19, 1996 as the record date for the
determination of stockholders entitled to notice of and to vote at the Annual
Meeting and at 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 that there are
not sufficient votes 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 the Main Office of
the Holding Company and the Bank, for a period of ten days prior to or at the
Annual Meeting.
By Order of the Board of Directors
/s/ Allen E. Jones
Allen E. Jones
Secretary
Michigan City, Indiana
June 26, 1996
<PAGE> 5
--------------------
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
CB BANCORP, INC.
JULY 24, 1996
--------------------
SOLICITATION AND VOTING OF PROXIES
This proxy statement is being furnished to stockholders of CB Bancorp,
Inc. (the "Company"), in connection with the solicitation by the Board of
Directors of the Company ("Board of Directors" or the "Board") of proxies to be
used at the annual meeting of stockholders (the "Annual Meeting") to be held on
July 24, 1996 at the Holiday Inn, 5820 South Franklin, Michigan City, Indiana,
at 10:00 a.m., Central Daylight Time, and at any adjournments thereof. The 1996
Annual Report to Stockholders, including the consolidated financial statements
for the fiscal year ended March 31, 1996, accompanies this proxy statement.
This proxy statement and the accompanying proxy card are initially being
mailed to stockholders on or about June 26, 1996.
Regardless of the number of shares of common stock owned, it is important
that holders 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 card 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 card. 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, SIGNED PROXIES WILL BE VOTED FOR THE
ELECTION OF EACH OF THE NOMINEES FOR DIRECTOR NAMED IN THIS PROXY STATEMENT AND
FOR THE RATIFICATION OF EACH OF THE SPECIFIC PROPOSALS PRESENTED IN 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
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 additional
documentation from your recordholder to vote personally at the Annual Meeting.
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<PAGE> 6
The cost of solicitation of proxies in the form enclosed herewith will be
borne by the Company. Proxies may be solicited personally or by telephone or
telegraph by directors, officers and regular employees of the Company or
Community Bank, A Federal Savings Bank (the "Bank"), without additional
compensation therefor. The Company 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 material to and obtain
proxies from such beneficial owners, and will reimburse such holders for their
reasonable expenses in doing so.
VOTING PROCEDURES AND VOTES REQUIRED FOR APPROVAL
The securities which may be voted at the Annual Meeting consist of shares
of common stock of the Company (the "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. The close of business on June 19, 1996 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 this Annual
Meeting and any adjournments thereof. The total number of shares of Common Stock
outstanding on the Record Date was 1,175,226 shares.
As provided in the Company's Certificate of Incorporation, recordholders
of Common Stock who beneficially own in excess of 10% of the outstanding shares
of Common Stock (the "Limit") are not entitled to any vote with respect to the
shares held in excess of the Limit. A person or entity is deemed to beneficially
own shares owned by an affiliate of, as well as persons acting in concert with,
such person or entity. The Company's Certificate of Incorporation authorizes the
Board of Directors (i) to make all determinations necessary to implement and
apply the Limit, including determining whether persons or entities are acting in
concert, and (ii) to demand that any person who is reasonably believed to
beneficially own stock in excess of the Limit supply information to the Company
to enable the Board to implement and apply the Limit.
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 (after
subtracting any shares held in excess of the Limit pursuant to the Company's
Certificate of Incorporation) 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 to 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 card being provided by the
Board of Directors enables a stockholder to vote "FOR" the election of the
nominees proposed by the Board, or to "WITHHOLD AUTHORITY" to vote for one or
more of the nominees being proposed. Under Delaware law and the Company's
Certificate of Incorporation and Bylaws, directors are elected by a plurality of
votes cast, 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 approval of an amendment to the Company's Certificate of
Incorporation increasing the number of authorized shares of Common Stock (the
"Amendment"), a shareholder may: (i) vote "FOR" the item; (ii) vote "AGAINST"
the item; or (ii) "ABSTAIN" with respect
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<PAGE> 7
to the item. Under Delaware law, the favorable vote of a majority of the
outstanding stock entitled to vote thereon is required to approve the Amendment.
Proxies marked "ABSTAIN" and broker non-votes shall be counted as a vote against
the Amendment.
As to the ratification of Crowe, Chizek and Company as independent
auditors of the Company and all other matters that may properly come before the
Annual Meeting, by checking the appropriate box, a shareholder may: (i) vote
"FOR" the item; (ii) vote "AGAINST" the item; or (iii) "ABSTAIN" with respect to
the item. Under the Company's Certificate of Incorporation and Bylaws, unless
otherwise required by law, all other matters shall be determined by a majority
of the votes cast, without regard to (a) broker non-votes, or (b) proxies marked
"ABSTAIN" as to that matter.
Proxies solicited hereby will be tabulated by inspectors of election
designated by the Board, who will not be employees or directors of the Company
or any of its affiliates. After the final adjournment of the Annual Meeting, the
proxies will be returned to the Board for safekeeping.
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 Company's
outstanding shares of Common Stock on the Record Date as disclosed in certain
reports regarding such ownership filed with the Company and with the Securities
and Exchange Commission, in accordance with Sections 13(d) or 13(g) of the
Securities Exchange Act of 1934, as amended ("Exchange Act") by such persons or
groups. Other than those persons listed below, the Company is not aware of any
person or group that owns more than 5% of the Company's Common Stock as of the
Record Date.
<TABLE>
<CAPTION>
AMOUNT AND
NATURE OF
NAME AND ADDRESS BENEFICIAL PERCENT
TITLE OF CLASS OF BENEFICIAL OWNER OWNERSHIP OF CLASS
- - -------------- ------------------- ---------- --------
<S> <C> <C> <C>
Common Stock Community Bank, A Federal Savings 87,316(1) 7.43%
Bank, Employee Stock Ownership
Plan and Trust ("ESOP")
126 E. Fourth Street
Michigan City, Indiana 46360
Common Stock First Save Associates, L.P. 50,400(2) 4.29
Second Save Associates, L.P. 39,996(2) 3.40
c/o First Manhattan Co.(2)
437 Madison Avenue
New York, New York 10022
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<PAGE> 8
<CAPTION>
AMOUNT AND
NATURE OF
NAME AND ADDRESS BENEFICIAL PERCENT
TITLE OF CLASS OF BENEFICIAL OWNER OWNERSHIP OF CLASS
- - -------------- ------------------- ---------- --------
<S> <C> <C> <C>
Common Stock John Hancock Advisers, Inc. 92,870(3) 7.90%
c/o John Hancock Mutual Life
Insurance Company
P.O. Box 111
Boston, MA 02117
- - --------------------
(1) The ESOP holds 87,316 shares, of which 37,103 shares have been allocated to employees with the
remaining shares unallocated. Directors administer the ESOP as a committee (the "ESOP
Committee"). Craig Braje, Esq., an unaffiliated person, has been appointed as the trustee for
the ESOP ("ESOP Trustee"). The ESOP Trustee, subject to his fiduciary duty, must vote all
allocated shares held in the ESOP in accordance with the instructions of the participating
employees. Under the ESOP, unallocated shares held in the suspense account will be voted by the
ESOP Trustee in a manner calculated to most accurately reflect the instructions received from
participants so long as such vote is in accordance with the provisions of Employee Retirement
Income Security Act of 1974, as amended ("ERISA").
(2) Information is based on the May 14, 1996 Amendment 3 to Schedule 13D in which First Manhattan
Co. disclosed that it is the general partner of the limited partnerships which together have
sole voting and dispositive authority over 90,396 shares of Common Stock. Notwithstanding the
filing of the Schedule 13D, First Manhattan Co. has disclaimed that First Save Associates, L.P.
and Second Save Associates, L.P. constitute a "group" as that term is used in Section 13(d)(3)
of the Securities and Exchange Act of 1934 ("Exchange Act").
(3) Information is based on the January 29, 1996 Schedule 13G filed by John Hancock Advisors, Inc.
</TABLE>
PROPOSALS TO BE VOTED ON AT THE ANNUAL MEETING
PROPOSAL 1. ELECTION OF DIRECTORS
The Board of Directors of the Company presently consists of seven (7)
directors. Each of the seven members of the Board of Directors of the Company
also presently serves as a director of the Bank. 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 three nominees proposed for election at the Meeting are Joseph F.
Heffernan, Robert V. Ott, and James J. Broad. Messrs. Heffernan, Ott and Broad
are presently directors of the Company and the Bank. Messrs. Heffernan, Ott and
Broad have been directors of the Bank since 1989, 1973 and 1992, respectively.
No person being nominated as a director is being proposed for election pursuant
to any agreement or understanding between any person and the Company.
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<PAGE> 9
In the event that such nominee is unable to serve or declines to serve for
any reason, it is intended that proxies will be voted for the election of the
balance of those nominees named and for such other persons as may be designated
by the present Board of Directors. The Board of Directors has no reason to
believe that any of the persons named will be unable or unwilling to serve.
UNLESS AUTHORITY TO VOTE FOR THE DIRECTORS IS WITHHELD, IT IS INTENDED THAT THE
SHARES REPRESENTED BY THE ENCLOSED PROXY CARD WILL BE VOTED FOR THE ELECTION OF
ALL NOMINEES PROPOSED BY THE BOARD OF DIRECTORS.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF ALL NOMINEES
NAMED IN THIS PROXY STATEMENT.
INFORMATION WITH RESPECT TO NOMINEES, CONTINUING DIRECTORS AND EXECUTIVE
OFFICERS
The following table sets forth, as of the Record Date, the names of
nominees and continuing directors, their ages, a brief description of their
recent business experience, including present occupations and employment,
certain directorships held by each, the year in which each became a director of
the Bank and the year in which their terms (or, in the case of nominees, their
proposed terms) as director of the Company expire and the amount of Common Stock
and the percent thereof beneficially owned by each and all directors and
executive officers as a group.
<TABLE>
<CAPTION>
SHARES OF
NAME AND PRINCIPAL OCCUPATION EXPIRATION COMMON STOCK OWNERSHIP
AT PRESENT AND FOR THE DIRECTOR OF TERM AS BENEFICIALLY AS PERCENT
PAST FIVE YEARS AGE SINCE(1) DIRECTOR OWNED(2)(3) OF CLASS
- - --------------- --- -------- -------- ------------ ----------
NOMINEES
<S> <C> <C> <C> <C> <C>
Joseph F. Heffernan 60 1989 1999 54,555(4)(5)(6) 4.59%
Chairman of the Board,
President and CEO of the
Company; served as President
of the Bank since 1989; Mr.
Heffernan served as President
and CEO of Equitable Federal
Savings Bank, Fremont,
Nebraska from October 1984
until joining the Bank.
Robert V. Ott 68 1973 1999 12,408(7) 1.06
Realtor and Real Estate
Appraiser and Owner of Ott
Realty and Appraisal Co.
James J. Broad 56 1992 1999 9,300 *
President and Chairman of the
Board of Imperial Steel Tank
Company, Chicago, Illinois.
Also part owner and director
of Three Oaks Ford Mercury,
Three Oaks, Michigan.
-5-
<PAGE> 10
<CAPTION>
SHARES OF
NAME AND PRINCIPAL OCCUPATION EXPIRATION COMMON STOCK OWNERSHIP
AT PRESENT AND FOR THE DIRECTOR OF TERM AS BENEFICIALLY AS PERCENT
PAST FIVE YEARS AGE SINCE(1) DIRECTOR OWNED(2)(3) OF CLASS
- - --------------- --- -------- -------- ------------ ----------
CONTINUING DIRECTORS
<S> <C> <C> <C> <C> <C> <C>
Marvin L. Kominiarek, Jr., 57 1971 1998 24,662(4)(5) 2.08%
Divisional President-Financial
Services, Incorporated.
Prior to joining Financial
Services, Incorporated,
Mr. Kominiarek was part owner
of Kominiarek and Gring
Insurance, an insurance
brokerage firm in Michigan
City, Indiana.
Jon R. Bausback 56 1979 1998 20,040(7)(8) 1.69
Optometrist practicing in
Michigan City.
Ken O. Fryar 71 1969 1997 16,563(7) 1.41
Architect and owner of Ken
Fryar Associates, an
architectural firm and Ken Fryar
Builders, Inc., a construction
firm.
J. Patrick Smith 64 1974 1997 12,040(7)(8) 1.02
Attorney in private practice in
LaPorte, Indiana
All Directors and executive 192,172(9) 15.64%
officers as a group
(10 persons)
- - ---------------------------
*Less than 1.0% of the Company's voting stock.
(1) Includes years of service as a director of the Bank.
(2) Each person effectively exercises sole (or shares with spouse or other immediate family member) voting or dispositive
power as to shares reported.
(3) All shares and percentage amounts reflect the effect of a 2 for 1 stock split in the form of a 100% stock dividend
distributed February 24, 1994 to stockholders of record on February 9, 1994.
(4) Includes 3,852 and 1,926 shares awarded to Messrs. Heffernan and Kominiarek, respectively, under the Community Bank, A
Federal Savings Bank Recognition and Retention Plans and Trusts for Officers and Employees ("MRPs"), which vest at an
annual rate of 20% of the original number of shares awarded commencing on December 23, 1993, as to which voting may be
directed by Messrs. Heffernan and Kominiarek.
(footnotes continued on following page)
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<PAGE> 11
(5) Includes 12,329, 6,549 and 1,926 shares, which may be acquired through the exercise of stock options granted to Messrs.
Heffernan and Kominiarek and to Mr. Kominiarek's wife, respectively, under the CB Bancorp, Inc. 1992 Incentive Stock
Option Plan ("Option Plan"), which are currently exercisable. Does not include 8,219 and 4,367 and 1,248 shares awarded
to Messrs. Heffernan and Kominiarek and to Mr. Kominiarek's wife, respectively, under the Option Plan, which are not
presently exercisable and vest at an annual rate of 20% of the original amount granted beginning December 23, 1993.
(6) Includes 4,996 and 895 shares allocated under the ESOP to the accounts of Messrs. Heffernan and Kominiarek,
respectively.
(7) Includes 963 shares granted to each outside director of the Company with a minimum of ten years of service as a
director of the Bank under the Community Bank, A Federal Savings Bank Recognition and Retention Plans and Trusts for
Outside Directors ("DRPs") which vest at an annual rate of 20% of the original number granted commencing on the date of
grant (December 23, 1992), as to which each participant presently has voting power.
(8) Includes 9,632 shares subject to options granted to Messrs. Smith and Bausback under the CB Bancorp, Inc. 1992 Stock
Option Plan for Outside Directors ("Directors' Option Plan"), which are currently exercisable.
(9) Includes 16,371 shares (including 9,630 shares set forth in footnotes 4 and 7 above) subject to Awards under the MRPs
and DRPs and as to which voting may be directed; 53,166 shares subject to options under the Option Plan and Directors'
Option Plan which are currently exercisable (including 40,068 shares set forth in footnotes 5 and 8 above); and 13,311
shares held for executive officers in the aggregate under the ESOP.
</TABLE>
MEETINGS OF THE BOARD AND COMMITTEES OF THE BOARD
During fiscal 1996, the Board of Directors of the Company held twelve
regular meetings. All directors attended at least 75% in the aggregate of the
total number of Board meetings held and meetings of the committees on which they
served during fiscal 1996.
The Board of Directors of the Company and the Bank maintain committees,
the nature and composition of which are described below:
The Executive Committee consists of Messrs. Heffernan, Kominiarek and Ott.
This Committee generally meets twice a month to approve and/or review loans and
generally exercises most powers of the Board in intervals between meetings of
the Board. This Committee met 23 times in fiscal 1996.
The Audit Committee consists of Messrs. Broad (Chairman), Bausback and
Smith. The Audit Committee reviews the audited financial statements and meets
with the Company and the Bank's independent auditors. This Committee met 2 times
in fiscal 1996.
The Bank's Salary Review and Personnel Committee, consisting of Messrs.
Bausback, Broad, Fryar and Heffernan (Ex Officio), establishes compensation for
the Bank's executive officers and other employees.
The Bank's Interest Rate Risk/Business Plan Committee consists of Messrs.
Heffernan, Kominiarek and Ott and is responsible for supervising the Bank's
Business Plan and for establishing and monitoring the Bank's Asset/Liability
management policies and practices.
-7-
<PAGE> 12
The Company's Nominating Committee for the 1996 Annual Meeting consisted
of Messrs. Fryar, Kominiarek and Smith. The 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 nominations must contain all information relating to the nominee which
is required to be disclosed by the Company's Bylaws and by the Exchange Act. See
"Additional Information - Notice of Business to be Conducted at an Annual
Meeting." The Nominating Committee met one time in fiscal 1996.
DIRECTORS' COMPENSATION
DIRECTORS' FEES. Directors of the Company receive fees of $250 per quarter.
Directors of the Bank receive fees of $900 per month. Members of the Executive
Committee receive additional monthly fees of $375.
DIRECTORS' OPTION PLAN. Under the CB Bancorp, Inc. 1992 Stock Option Plan
for Outside Directors (the "Directors' Plan"), each Outside Director who had
completed ten years of service with the Bank was granted, effective December 23,
1992, non-statutory stock options to purchase 9,632 shares of Common Stock (as
adjusted for the 2-for-1 stock split). The Exercise price per share of each
option granted to date is $5.00 per share as adjusted for the 2-for-1 stock
split. All options granted to date are immediately exercisable. Each outside
director who has completed an initial ten years of service as a director of the
Bank subsequent to December 23, 1992 (referred to herein as a "Subsequent
Outside Director") will be granted non-statutory stock options to purchase 9,632
shares of Common Stock effective one year following the date of completion of
the initial ten year term, if available. The exercise price per share of each
option, if granted, will be the fair market value of the Common Stock on the
date of the grant. No options were granted under the Directors' Option Plan in
fiscal 1996.
RECOGNITION AND RETENTION PLANS AND TRUSTS FOR OUTSIDE DIRECTORS. Under
the DRPs, each outside Director who had completed ten years of service with the
Bank was awarded 2,408 shares of Common Stock effective December 23, 1992 as
adjusted for the 2-for-1 stock split. Outside Directors earn shares awarded to
them at the rate of 20% per year beginning one year from December 23, 1992. Each
Subsequent Outside Director will be granted an award of 2,408 shares of Common
Stock, effective one year following the date of completion of the initial ten
year term, if available. When shares become vested and are actually distributed
in accordance with the DRPs, participants will also receive amounts equal to any
accrued dividends with respect thereto. Awards will be 100% vested upon
termination due to death, disability or normal retirement or following a change
in control.
OUTSIDE DIRECTORS' EMERITUS PLAN. The Bank has adopted the Outside
Directors' Emeritus Plan (the "Directors' Emeritus Plan") to replace the Outside
Directors' Consultation and Retirement Plan. The purpose of the Directors'
Emeritus Plan is to ensure that the Bank may, if the Board so desires, have the
continued service and assistance of directors who are not officers
-8-
<PAGE> 13
or employees of the Bank in the conduct of the Bank's business in the future.
These directors have provided, and will continue to provide, expertise in
enabling the Bank to experience successful growth and development.
The Directors' Emeritus Plan provides that a participant will be
eligible, upon termination due to retirement, resignation, discharge, death,
disability or otherwise, to receive an amount equal to the most recently
received monthly board fee paid to the Outside Director prior to his termination
for a period of 48 months. Directors eligible to participate in the Directors'
Emeritus Plan consist of directors who are not active officers or employees of
the Bank, who have served as a director for at least three consecutive years and
have obtained the age of 55. However, an Outside Director with three years of
continuous service whose termination is due to retirement and is prior to his
obtaining age 55 will become eligible to receive benefits under the Directors'
Emeritus Plan when he reaches age 55. In addition, if an Outside Director with
three years of continuous service becomes disabled or dies prior to reaching age
55 or prior to his electing director emeritus status, he or his beneficiary
shall receive benefits under the Directors' Emeritus Plan.
DIRECTORS' DEFERRED FEE PLAN. In 1994, the Company implemented an unfunded
deferred compensation plan for its Board of Directors. Under the terms of the
plan, directors may elect to defer a portion of their fees with interest
credited to the participant's deferred balance at the greater of the Bank's
three-year moving average return on equity or an 8% annualized rate. The plan
provides for post-retirement benefits to the participating directors based upon
the tax deferred accumulation of deferred directors' fees. In addition to
retirement benefits, the plan provides for a pre-retirement disability and/or
death benefit, a post-retirement death benefit and a burial expense benefit to
the participating directors' beneficiary or estate at the time of death. At
March 31, 1994, Directors Heffernan, Broad, Fryar, Ott, Bausback, Kominiarek and
Smith had elected to defer all or a portion of their directors' fees. At March
31, 1996, deferred directors' fees and accumulated interest on such deferred
fees totalled $29,027 for Messrs. Heffernan, Broad, Fryar and Ott and $16,555,
$11,916 and $7,740 for Messrs. Bausback, Kominiarek and Smith, respectively.
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<PAGE> 14
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE. The following table shows, for the fiscal
years ended March 31, 1996, 1995 and 1994, the cash compensation paid by the
Bank, as well as certain other compensation paid or accrued for those years, to
the Chief Executive Officer (the "Named Executive Officer"). No other executive
officer of the Company or the Bank received an amount in salary and bonus in
excess of $100,000 in fiscal 1996. Other than certain directors' fees, the
Company did not pay any cash compensation to any individual during fiscal 1996.
<TABLE>
<CAPTION>
ANNUAL COMPENSATION LONG TERM COMPENSATION
------------------------------------------------ ---------------------------------------
AWARDS PAYOUTS
-------------------------- --------
SECURITIES
UNDERLYING
RESTRICTED EXERCISED
NAME AND OTHER ANNUAL STOCK OPTIONS/ ALL LTIP OTHER
PRINCIPAL FISCAL SALARY BONUS COMPENSATION AWARD(S) SARS PAYOUTS COMPENSATION
POSITION YEAR ($)(1) ($)(2) ($)(3) ($)(4)(5) (#)(6) ($) ($)(7)
- - -------------- ---- ------ ------ ------------ ---------- ---------- -------- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Joseph F. Heffernan 1996 $131,401 $ -- $ -- $ -- $ -- $ -- $33,705
Chairman of the
Board, President 1995 121,684 -- -- -- -- -- 21,669
and CEO of the
Company 1994 111,025 -- 153 -- -- -- 12,404
===================================================================================================================================
(1) Includes director's fees for CB Bancorp, Inc. and Community Bank, A Federal Savings Bank.
(2) No bonus was paid or accrued in fiscal 1996, 1995 or 1994.
(3) For fiscal years ended March 31, 1996, 1995 and 1994, 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 earnings with respect to long term incentive
plans prior to settlement or maturation; (c) tax payment reimbursements; or (d) preferential discounts on stock.
(4) The dollar value of shares awarded to Mr. Heffernan pursuant to the Community Bank, A Federal Savings Bank Recognition
and Retention Plans and Trusts for Officers and Employees ("MRP") is based on the initial public offering price of the
common stock of $5.00 per share (as adjusted for the 2-for-1 stock split). Such awards vest in equal installments at a
rate of 20% per year commencing on December 23, 1993. When shares become vested and are distributed, the recipient will
also receive an amount equal to accumulated dividends and earnings thereon (if any). At the Record Date, 5,778 shares
granted under the MRP to Mr. Heffernan had vested.
(5) All share and share price disclosures reflect the Company's 2-for-1 stock split distributed on February 24, 1994.
(6) The Company maintains the Option Plan for the benefit of officers and key employees. Options granted pursuant to the
Option Plan vest at a rate of 20% per year beginning one year from the date of grant (December 23, 1992). At the Record
Date, 12,329 options granted to Mr. Heffernan under the Option Plan had vested. Options granted include limited rights.
(7) Represents shares allocated to the Bank's Employee Stock Ownership Plan ("ESOP") at market value on the allocation date
of December 31, 1995 of $33,705 for Mr. Heffernan. As of March 31, 1996, three allocations have been made to each
participant's ESOP account.
</TABLE>
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<PAGE> 15
EMPLOYMENT AGREEMENTS. The Bank and the Company have entered into
employment agreements with Mr. Heffernan, who is sometimes referred to herein as
the "executive." These employment agreements are intended to ensure that the
Bank and the Company will be able to maintain a stable and competent management
base.
The employment agreements with the Bank and the Company provide for a
three-year term. Commencing on the first anniversary date and continuing each
anniversary date thereafter, the respective Boards of Directors may extend the
agreements for an additional year so that the remaining terms shall be three
years. The agreements provide that the executive's base salary will be reviewed
annually. In addition to the base salary, the agreements provide for, among
other things, disability pay, participation in stock benefit plans and other
fringe benefits applicable to executive personnel. The agreements provide for
termination by the Bank or the Company for cause at any time. In the event the
Bank or the Company choose to terminate the executive's employment for reasons
other than for cause, or in the event of the executive's resignation from the
Bank and the Company upon (i) a material change in the executive's functions,
duties or responsibilities, or relocation of his principal place of employment,
(ii) liquidation or dissolution of the Bank or the Company, or (iii) a breach of
the agreement by the Bank or the Company, the executive, or in the event of
death, his beneficiary, would be entitled to severance pay or liquidated damages
in an amount equal to the salary to which he would be entitled for the remaining
term of the agreement. The agreements provide that the failure to re-elect the
executive to his current offices or to nominate the executive to the board of
directors shall constitute an event of termination.
If termination as described above follows a change in control of the Bank
or the Company, the executive or, in the event of death prior to payment, his
beneficiary, would be entitled to a severance payment equal to three times his
average annual compensation over the past three years of employment with the
Bank or the Company. The Bank and the Company would also continue the
executive's life, health and disability coverage for the remaining unexpired
term of the agreements. The employment agreements contain a provision to the
effect that if, in the event of a change in control, the aggregate payments
under the agreements would constitute an excess parachute payment under Section
280G of the Code (which imposes an excise tax on the recipient and denial of the
deduction for such excess amounts to the employer), payments under the
agreements shall be reduced to one dollar below the amount which would trigger
an excise tax under Section 280G. Payments to the executive under the Bank's
agreement are guaranteed by the Company in the event that payments or benefits
are not paid by the Bank.
For purposes of the employment and change in control agreements and the
stock option plans described herein, a "change in control" generally means the
acquisition by any person or group of persons of 25% or more of the Company's or
the Bank's outstanding securities, a change in the incumbent boards of directors
such that incumbent members (which includes members approved by incumbent
members) cease to constitute a majority of the respective boards, or a
transaction in which the Bank or the Company is not the surviving institution.
In the event of a change in control, based upon the past fiscal year's
compensation, the executive would be entitled to receive a severance payment of
$364,110 in addition to other non-cash benefits provided under the employment
agreements.
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<PAGE> 16
STOCK OPTION PLAN. The Company maintains the CB Bancorp, Inc. 1992
Incentive Stock Option Plan (the "Option Plan"). There were no grants to the
Named Executive Officer under the Option Plan during the fiscal year ended March
31, 1996.
The following table provides certain information with respect to the number
of shares of Common Stock represented by outstanding stock options held by the
Named Executive Officer as of March 31, 1996. Also reported are the values for
"in-the-money" options which represent the positive spread between the exercise
price of existing stock options and the fiscal year-end price of the Common
Stock. No options were exercised by the Named Executive Officer duirng fiscal
1996.
<TABLE>
<CAPTION>
FISCAL YEAR-END OPTION/SAR VALUES
---------------------------------
VALUE OF UNEXERCISED
NUMBER OF SECURITIES IN-THE-MONEY
OPTIONS/SARS AT OPTIONS/SARS AT
FISCAL YEAR-END (#)(1) FISCAL YEAR-END($)(2)
NAME EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE
- - -------------- ------------------------- -------------------------
<S> <C> <C>
Joseph F. Heffernan 12,329/8,219 $160,277/$106,842
- - ------------------
(1) Based upon $18.00, the closing bid price of the Common Stock as reported on the Nasdaq Small-Cap
Market on March 31, 1996. The exercise price of the options is $5.00.
(2) Options are subject to limited rights (SARs) 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 or the Bank. Upon the exercise of limited rights, the optionee would receive cash
payments 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
rights is exercised.
</TABLE>
INDEBTEDNESS OF MANAGEMENT AND TRANSACTIONS WITH CERTAIN RELATED PERSONS
The FIRREA 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. In addition, loans made
to a director or executive officer in excess of the greater of $25,000 or 5% of
the Bank's capital or surplus (up to a maximum of $500,000) must be approved in
advance by a majority of the disinterested members of the Board of Directors.
The Bank's policy regarding loans to directors and executive officers is in
accordance with the requirements of the FIRREA.
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<PAGE> 17
At March 31, 1996, all outstanding loans made by the Bank to directors and
executive officers and members of their immediate families had been made in the
ordinary course of business, on substantially the same terms, including interest
rates and collateral, as those prevailing at the time for comparable
transactions with other persons and did not involve more than the normal risk of
collectibility or present other unfavorable features.
PROPOSAL 2. APPROVAL OF AN AMENDMENT TO THE
COMPANY'S CERTIFICATE OF INCORPORATION
INCREASING THE NUMBER OF AUTHORIZED SHARES
OF COMMON STOCK
At a meeting of the Board of Directors held on March 20, 1996, the Board of
Directors unanimously approved and agreed to recommend to the Company's
stockholders that they approve the adoption of an amendment to the Company's
Certificate of Incorporation that would increase the number of authorized shares
of the Common Stock from the 1,500,000 shares presently authorized to 3,000,000
shares. The Board of Directors believes that this proposal is in the best
interest of the Company and its stockholders and recommends a vote FOR the
proposed amendment.
Paragraph A of Article FOURTH of CB Bancorp's Certificate of Incorporation
states:
"A. The total number of shares of all classes of stock which the
Corporation shall have authority to issue is two million (2,000,000) consisting
of:
1. Five hundred thousand (500,000) shares of Preferred Stock, par
value one cent ($.01) per share (the "Preferred Stock"); and
2. One million and five hundred thousand (1,500,000) shares of
Common Stock, par value one cent ($.01) per share (the "Common Stock")."
The Board of Directors has approved an amendment to Article FOURTH,
paragraph A of the Certificate of Incorporation increasing the total number of
authorized shares of all classes of stock from 2,000,000 to 3,500,000 and by
increasing the number of authorized shares of Common Stock from 1,500,000 to
3,000,000 shares. A copy of the Amendment is attached to the proxy statement as
Exhibit A. The par value of the Common Stock and Preferred Stock will remain
$.01 per share. The amendment is subject to the approval of shareholders of the
Company.
PURPOSE OF AMENDMENT
The Certificate of Incorporation currently authorizes the issuance of up to
1,500,000 shares of Common Stock and 500,000 shares of Preferred Stock. As of
the Record Date, the Company had 1,175,226 shares of Common Stock outstanding
and none of the authorized shares of Preferred Stock were outstanding. The Board
of Directors considers the proposed increase in the number of authorized shares
desirable because it would give the Board the necessary flexibility to issue
Common Stock in connection with stock dividends and splits, acquisitions,
financings,
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<PAGE> 18
employee benefits and for other general corporate purposes. Without an increase
in the number of authorized Common Stock, the number of available shares for
issuance may be insufficient to consummate one or more of the above
transactions. Approving an increase in the number of authorized shares at this
time would also avoid the expense and delay incidental to obtaining stockholder
approval of an amendment to the Certificate of Incorporation increasing the
number of authorized shares at the time of one of the transactions described
above, except as may be required for a particular issuance by applicable law. As
a result, the Board is proposing an amendment of the Certificate of
Incorporation to increase the authorized Common Stock from 1,500,000 to
3,000,000 shares, which would increase the authorized, unissued and unreserved
Common Stock available for issuance from 324,774 to 1,824,774 shares.
Authorized, unissued and unreserved common stock may be issued from time
to time for any proper purpose without further action of the shareholders,
except as required by the Certificate of Incorporation, applicable law or the
listing requirements of the Nasdaq Small-Cap Market, on which the Common Stock
is listed. Delaware law requires that an amendment to the Certificate of
Incorporation be approved by a majority of the outstanding shares of Common
Stock.
Each share of Common Stock authorized for issuance has the same rights and
is identical in all respects with each other share of Common Stock. The newly
authorized shares of Common Stock will not affect the rights, such as voting and
liquidation rights, of the shares of Common Stock currently outstanding.
Shareholders will not have preemptive rights to purchase any subsequently issued
shares of Common Stock. The Company has no current plans to issue the newly
authorized shares of Common Stock.
The ability of the Board of Directors to issue additional shares of Common
Stock without additional shareholder approval may be deemed to have an
anti-takeover effect, since unissued and unreserved shares of Common Stock could
be issued by the Board of Directors in circumstances that may have the effect of
deterring takeover bids. The Board of Directors does not intend to issue any
additional shares of Common Stock except on terms which it deems in the best
interests of the Company and its shareholders.
UNLESS MARKED TO THE CONTRARY, THE SHARES REPRESENTED BY THE ENCLOSED
PROXY WILL BE VOTED FOR THE APPROVAL OF THE AMENDMENT TO THE CERTIFICATE OF
INCORPORATION TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK FROM
1,500,000 SHARES TO 3,000,000 SHARES.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE
APPROVAL OF AN AMENDMENT TO THE CERTIFICATE OF
INCORPORATION INCREASING THE NUMBER OF AUTHORIZED
SHARES OF COMMON STOCK.
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<PAGE> 19
PROPOSAL 3. RATIFICATION OF APPOINTMENT
OF INDEPENDENT AUDITORS
The Company's and the Bank's independent auditors for the fiscal year
ended March 31, 1996 were Crowe, Chizek and Company. The Company's Board of
Directors has reappointed Crowe, Chizek and Company to continue as independent
auditors for the Company for the fiscal year ending March 31, 1997 subject to
ratification of such appointment by the stockholders.
Representatives of Crowe, Chizek and Company will be present at the
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 Meeting.
UNLESS MARKED TO THE CONTRARY, THE SHARES REPRESENTED BY THE ENCLOSED
PROXY CARD WILL BE VOTED FOR RATIFICATION OF THE APPOINTMENT OF CROWE, CHIZEK
AND COMPANY AS THE INDEPENDENT AUDITORS OF THE COMPANY.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR RATIFICATION OF THE
APPOINTMENT OF CROWE, CHIZEK AND COMPANY AS THE INDEPENDENT AUDITORS OF THE
COMPANY.
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 1997, a stockholder proposal
must be received by the Secretary of the Company at the address set forth on the
first page of this Proxy Statement, not later than February 26, 1997. Any such
proposal will be subject to 17 C.F.R. ss. 240.14a-8 of the Rules and Regulations
under the Securities Exchange Act of 1934, as amended.
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 ninety (90) days
before the time originally fixed for such meeting; provided, however, that in
the event that less than one hundred (100) days notice or prior public
disclosure of the date of the meeting is given or made to stockholders, notice
by the stockholder to be timely must be received not later than the close of
business on the tenth day following the day on which such notice of the date of
the Annual Meeting was mailed or such public disclosure was made. 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
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<PAGE> 20
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 the 1996 Annual Meeting any stockholder proposal which does
not meet all of the requirements for inclusion established by the Securities and
Exchange Commission in effect at the time such proposal is received.
OTHER MATTERS WHICH MAY PROPERLY COME BEFORE THE MEETING
The Board of Directors knows of no business which will be presented for
consideration at the Meeting other than as stated in the Notice of Annual
Meeting of Stockholders. If, however, other matters are properly brought before
the 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 Meeting, you are urged to
return your proxy promptly. If you are present at the Meeting and wish to vote
your shares in person, your proxy may be revoked by voting at the Meeting.
A COPY OF THE FORM 10-KSB (WITHOUT EXHIBITS) FOR THE YEAR ENDED MARCH 31,
1996, AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, WILL BE FURNISHED
WITHOUT CHARGE TO STOCKHOLDERS OF RECORD UPON WRITTEN REQUEST TO GEORGE L.
KOEHM, VICE PRESIDENT AND TREASURER, 126 E. FOURTH STREET, MICHIGAN CITY,
INDIANA 46360.
By Order of the Board of Directors
/s/ Allen E. Jones
Allen E. Jones
Secretary
Michigan City, Indiana
June 26, 1996
YOU ARE CORDIALLY INVITED TO ATTEND THE MEETING IN PERSON.
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, YOU ARE
REQUESTED TO SIGN AND PROMPTLY RETURN THE ACCOMPANYING PROXY
IN THE ENCLOSED POSTAGE-PAID ENVELOPE.
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<PAGE> 21
EXHIBIT A
CERTIFICATE OF AMENDMENT
TO THE
CERTIFICATE OF INCORPORATION
OF CB BANCORP, INC.
Paragraph A of Article FOURTH of CB Bancorp's Certificate of Incorporation
is hereby amended to state:
"A. The total number of shares of all classes of stock which the
Corporation shall have authority to issue is three million and five hundred
thousand (3,500,000) consisting of:
1. Five hundred thousand (500,000) shares of Preferred Stock, par
value one cent ($.01) per share (the "Preferred Stock"); and
2. Three million (3,000,000) shares of Common Stock, par value one
cent ($.01) per share (the "Common Stock")."
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<PAGE> 22
[FRONT SIDE]
REVOCABLE PROXY
CB BANCORP, INC.
ANNUAL MEETING OF STOCKHOLDERS
JULY 24, 1996
10:00 A.M.
----------------------------------
The undersigned hereby appoints the Proxy Committee of the Board of CB
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 Common
Stock of CB Bancorp, Inc. which the undersigned is entitled to vote only at the
Annual Meeting of Stockholders, to be held at the Holiday Inn, 5820 South
Franklin, Michigan City, Indiana, on July 24, 1996, at 10:00 a.m., Central
Daylight Time, and at any and all adjournments thereof, as follows:
1. The election as directors of all nominees listed (except as marked to the
contrary below).
Joseph F. Heffernan, Robert V. Ott and James J. Broad
FOR VOTE WITHHELD FOR ALL EXCEPT
--- ------------- --------------
/ / / / / /
INSTRUCTION: To withhold authority to vote for any individual nominee, mark "For
All Except" and write that nominee's name in the space provided below.
---------------------------------------------------------------------------
2. The approval of an amendment to the Certificate of Incorporation of CB
Bancorp, Inc. increasing the number of authorized shares of common stock.
FOR AGAINST ABSTAIN
--- ------- -------
/ / / / / /
<PAGE> 23
3. The ratification of Crowe, Chizek and Company as independent auditors of
the Company for the fiscal year ending March 31, 1997.
FOR AGAINST ABSTAIN
--- ------- -------
/ / / / / /
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" EACH OF THE
LISTED PROPOSALS.
<PAGE> 24
[BACK SIDE]
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 MEETING, THIS PROXY WILL BE
VOTED BY THOSE NAMED IN THIS PROXY IN THEIR BEST JUDGMENT. AT THE PRESENT TIME,
THE BOARD OF DIRECTORS KNOWS OF NO OTHER BUSINESS TO BE PRESENTED AT THE
MEETING.
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
The undersigned acknowledges receipt from the Company prior to the
execution of this proxy of a Notice of Meeting and of a Proxy Statement dated
June 26, 1996.
Dated:
---------------------------
PRINT NAME OF STOCKHOLDER
-------------------------
SIGNATURE OF STOCKHOLDER
------------------------
PRINT NAME OF STOCKHOLDER
-------------------------
SIGNATURE OF STOCKHOLDER
------------------------
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.
----------------------------------
PLEASE COMPLETE, DATE, SIGN AND MAIL THIS PROXY
PROMPTLY IN THE ENCLOSED POSTAGE-PAID ENVELOPE.
