<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
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 Section 240.14a-11(c) or
Section 240.14a-12
WESTERFED FINANCIAL CORPORATION
-----------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
-----------------------------------------------------------------------------
(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(j)(2).
/ / $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:*
----------------------------------------------------------------------
4) Proposed maximum aggregate value of transaction:
----------------------------------------------------------------------
*Set forth the amount on which the filing fee is calculated and state how it
was determined.
/ / 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>
[WESTERFED LETTERHEAD]
September 27, 1996
Dear Fellow Stockholder:
On behalf of the Board of Directors and Management of WesterFed
Financial Corporation, I cordially invite you to attend the Annual Meeting of
Stockholders. The meeting will be held at 9:00 a.m. on October 22, 1996 at the
Missoula Southgate Branch of Western Federal Savings Bank located at 2601
Garfield Street, Missoula, Montana.
The stockholders will be asked to vote on the election of Directors and
to ratify the appointment of an independent accountant as described in the
accompanying Notice of Annual Meeting of Stockholders and Proxy Statement.
Whether or not you attend the meeting, I encourage you to read the
enclosed Proxy Statement and then complete, sign and date the enclosed proxy
card and return it in the postage prepaid envelope provided. This will save
WesterFed additional expense in soliciting proxies and will ensure that your
shares are represented. Please note that you may vote in person at the meeting
even if you have previously returned the proxy.
Thank you for your attention to this important matter.
Sincerely,
/s/ LYLE R. GRIMES
---------------------------------
LYLE R. GRIMES
President/Chief Executive Officer
<PAGE>
WESTERFED FINANCIAL CORPORATION
110 East Broadway
Missoula, Montana 59802-4511
(406) 721-5254
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To be Held on October 22, 1996
Notice is hereby given that the Annual Meeting of Stockholders (the
"Meeting") of WesterFed Financial Corporation (the "Company") will be held at
the Missoula Southgate Branch of Western Federal Savings Bank of Montana, a
wholly owned subsidiary of the Company, located at 2601 Garfield Street,
Missoula, Montana at 9:00 a.m., Missoula, Montana time, on October 22, 1996.
A Proxy Card and a Proxy Statement for the Meeting are enclosed.
The Meeting is for the purpose of considering and acting upon:
1. The election of two directors of the Company;
2. The ratification of the appointment of KPMG Peat Marwick LLP as the
auditors of the Company for the fiscal year ending June 30, 1997;
and such other matters as may properly come before the Meeting, or any
adjournments or postponements thereof. The Board of Directors is not aware of
any other business to come before the Meeting.
Any action may be taken on the foregoing proposals at the Meeting on
the date specified above, or on any date or dates to which the Meeting may be
adjourned or postponed. Stockholders of record at the close of business on
August 30, 1996 are the stockholders entitled to vote at the Meeting and any
adjournments or postponements thereof.
A complete list of stockholders entitled to vote at the Meeting is
available for examination by any stockholder, for any purpose germane to the
Meeting, between 9:00 a.m. and 4:00 p.m. at the office of the Company located at
110 East Broadway, Missoula, Montana for a period of ten days prior to the
Meeting.
You are requested to complete and sign the enclosed form of proxy,
which is solicited on behalf of the Board of Directors, and to mail it promptly
in the enclosed envelope. The proxy will not be used if you attend and vote at
the Meeting in person.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Lyle R. Grimes
------------------------------------
Lyle R. Grimes
President and Chief Executive Officer
Missoula, Montana
September 27, 1996
- -------------------------------------------------------------------------------
IMPORTANT: THE PROMPT RETURN OF PROXIES WILL SAVE THE COMPANY THE EXPENSE
OF FURTHER REQUESTS FOR PROXIES TO ENSURE A QUORUM AT THE MEETING. A
SELF-ADDRESSED ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE. NO
POSTAGE IS REQUIRED IF MAILED WITHIN THE UNITED STATES.
- -------------------------------------------------------------------------------
<PAGE>
PROXY STATEMENT
WESTERFED FINANCIAL CORPORATION
110 East Broadway
Missoula, Montana 59802-4511
(406) 721-5254
ANNUAL MEETING OF STOCKHOLDERS
October 22, 1996
This Proxy Statement is furnished in connection with the solicitation
on behalf of the Board of Directors of WesterFed Financial Corporation (the
"Company") of proxies to be used at the Annual Meeting of Stockholders of the
Company (the "Meeting"), which will be held at the Missoula Southgate Branch of
Western Federal Savings Bank of Montana (the "Bank"), a wholly owned subsidiary
of the Company, located at 2601 Garfield Street, Missoula, Montana, on October
22, 1996, at 9:00 a.m., Missoula, Montana time, and all adjournments and
postponements of the Meeting. The accompanying Notice of Annual Meeting and this
Proxy Statement are first being mailed to stockholders on or about September 27,
1996.
At the Meeting, stockholders of the Company are being asked to consider
and vote upon the election of two directors and a proposal to ratify the
appointment of KPMG Peat Marwick LLP as auditors for the Company.
Vote Required and Proxy Information
All shares of the Company's common stock, par value $.01 per share (the
"Common Stock"), represented at the Meeting by properly executed proxies
received prior to or at the Meeting, and not revoked, will be voted at the
Meeting in accordance with the instructions thereon. If no instructions are
indicated, properly executed proxies will be voted for the director nominees and
the proposal set forth in this Proxy Statement. The Company does not know of any
matters, other than as described in the Notice of Annual Meeting, that are to
come before the Meeting. If any other matters are properly presented at the
Meeting for action, the persons named in the enclosed form of proxy and acting
thereunder will have the discretion to vote on such matters in accordance with
their best judgment.
Directors shall be elected by a plurality of the votes present in
person or represented by proxy at the Meeting and entitled to vote on the
election of directors. In all matters other than the election of directors, the
affirmative vote of a majority of shares present in person or represented by
proxy at the Meeting and entitled to vote on the matter shall be the act of the
stockholders. Proxies marked to abstain with respect to a proposal have the same
effect as votes against the proposal. Broker non-votes have no effect on the
vote. One-third of the shares of the Common Stock, present in person or
represented by proxy, shall constitute a quorum for purposes of the Meeting.
Abstentions and broker non-votes are counted for purposes of determining a
quorum.
A proxy given pursuant to the solicitation may be revoked at any time
before it is voted. Proxies may be revoked by: (i) filing with the Secretary of
the Company at or before the Meeting a written notice of revocation bearing a
later date than the proxy, (ii) duly executing a subsequent proxy relating to
the same shares and delivering it to the Secretary of the Company at or before
the Meeting, or (iii) attending the Meeting and voting in person (although
attendance at the Meeting will not in and of itself constitute revocation of a
proxy). Any written notice revoking a proxy should be delivered to Douglas G.
Bardwell, Secretary, WesterFed Financial Corporation, 110 East Broadway,
Missoula, Montana 59802-4511.
Voting Securities and Certain Holders Thereof
Stockholders of record as of the close of business on August 30, 1996
will be entitled to one vote for each share of Common Stock then held. As of
that date, the Company had 4,395,108 shares of Common Stock issued and
outstanding (including a total of 91,120 shares not fully vested, subject to
restriction, which have been issued under the Company's Recognition and
Retention Plan (the "RRP")). The following table sets forth information
regarding share ownership of: (i) those persons or entities known by management
to beneficially own more than five percent of the Common Stock, (ii) the
Company's Chief Executive Officer and each other executive officer who made in
excess of $100,000 during fiscal 1996 (the "Named Officers") and (iii) all
directors and executive officers of the Company and the Bank as a group.
<PAGE>
<TABLE>
<CAPTION>
Shares
Beneficially Percent
Beneficial Owner Owned of Class
---------------- ------------ --------
<S> <C> <C>
WesterFed Financial Corporation Employee Stock Ownership Plan and Trust 354,933 8.1%
110 East Broadway
Missoula, Montana 59802-4511(1)
John Hancock Mutual Life Insurance Company, et al. 390,000 8.9
John Hancock Place
P.O. Box 111
Boston, Massachusetts 02117(2)
J. J. Cramer & Co., et al. 387,100 8.8
8th Floor
100 Wall Street
New York, New York 10005(3)
Named Officers and Directors and Executive Officers as a Group(4)
Lyle R. Grimes, President and Chief Executive Officer(5) 128,136 2.9
Douglas G. Bardwell, Vice President and Secretary(6) 77,627 1.8
James A. Salisbury, Treasurer and Chief Financial Officer(7) 66,330 1.5
Directors and executive officers of the Company and the Bank as a group (13 persons)(8) 641,216 13.7
</TABLE>
- --------------
(1) As reported in Amendment No. Two to a Schedule 13G
dated January 29, 1996. The amount reported represents shares held by the
Employee Stock Ownership Plan and Trust (the "ESOP"), 87,193 of which have
been allocated to accounts of participants. First Bankers Trust Company,
Quincy, Illinois, the trustee of the ESOP, may be deemed to beneficially own
the shares held by the ESOP which have not been allocated to accounts of
participants. Participants in the ESOP are entitled to instruct the trustee
as to the voting of shares allocated to their accounts under the ESOP.
Unallocated shares held in the ESOP's suspense account or allocated shares
for which no voting instructions are received are voted by the trustee in
the same proportion as allocated shares voted by participants.
(2) As reported in Amendment No. One to a Schedule 13G dated January 27, 1995 by
John Hancock Mutual Life Insurance Company and certain of its subsidiaries,
including John Hancock Advisers, Inc., a registered investment adviser,
which reported sole voting and dispositive power as to 390,000 shares of the
Common Stock held by two mutual funds for which it acts as investment
adviser.
(3) As reported in Amendment No. Five to a Schedule 13D dated July 17, 1996 by
J. J. Cramer & Co. ("JJCC"), Cramer Partners, L.P. ("CPLP"), James J.
Cramer, Karen L. Cramer and Cramer Capital Corporation ("CCC"). JJCC, CPLP
and CCC reported sole voting and dispositive power as to 387,100 shares and
James and Karen Cramer reported shared voting and dispositive power as to
such shares. Mr. Cramer is President of JJCC and CCC. CCC is the general
partner of CPLP.
(4) The address of each Named Officer is the same as that of the Company.
(5) Includes 43,514 shares held directly, 905 shares held in a custodial account
for a minor child, 3,759 shares allocated to the account of Mr. Grimes under
the ESOP, 23,514 shares, subject to restriction, awarded pursuant to the RRP
over which Mr. Grimes has voting and no dispositive power and 56,444 shares
subject to currently exercisable options granted pursuant to the 1993 Stock
Option and Incentive Plan (the "Stock Option Plan"). Excludes options to
purchase 70,000 shares which are not exercisable within 60 days of August
30, 1996.
(6) Includes 28,982 shares held directly, 1,414 shares held by Mr. Bardwell's
spouse, 3,601 shares allocated to the account of Mr. Bardwell under the
ESOP, 2,316 shares held in a custodial account for a minor child, 11,314
shares, subject to restriction, awarded pursuant to the RRP over which Mr.
Bardwell has voting and no dispositive power and 30,000 shares subject to
currently exercisable options granted pursuant to the Stock Option Plan.
Excludes options to purchase 14,366 shares which are not exercisable within
60 days of August 30, 1996.
(7) Includes 16,062 shares held directly, 2,900 shares held in custodial
accounts or by minor children, 5,000 shares held by a corporation of which
Mr. Salisbury is a director and executive officer, 3,272 shares allocated to
the account of Mr. Salisbury under the ESOP, 9,096 shares, subject to
restriction, awarded pursuant to the RRP over which Mr. Salisbury has voting
and no dispositive power and 30,000 shares subject to currently exercisable
options granted pursuant to the Stock Option Plan. Excludes options to
purchase 7,268 shares which are not exercisable within 60 days of August 30,
1996.
(8) Amount includes shares held directly, as well as shares held jointly with
family members, shares held in retirement accounts, shares allocated to the
ESOP accounts of the group members, held in a fiduciary capacity or by
certain family members, with respect to which shares the group members may
be deemed to have sole or shared voting and/or dispositive power. Amount
also includes an aggregate of 85,894 shares, subject to restriction, awarded
pursuant to the RRP over which the holders have voting but no dispositive
power and an aggregate of 298,341 shares subject to currently exercisable
options granted under the Stock Option Plan. Amount excludes 91,634 shares
subject to options which are not exercisable within 60 days of August 30,
1996.
2
<PAGE>
PROPOSAL I - ELECTION OF DIRECTORS
The Company's Board of Directors is composed of six members, each of
whom is also a director of the Bank. Approximately one-third of the directors
are elected annually. Directors of the Company are generally elected to serve
for a three-year term or until their respective successors shall have been
elected and shall qualify.
The table below sets forth certain information regarding the Company's
Board of Directors, including their terms of office. It is intended that the
proxies solicited on behalf of the Board of Directors (other than proxies in
which the vote is withheld as to one or more nominees) will be voted at the
Meeting for the election of the nominees identified below. If any nominee is
unable to serve, the shares represented by all such proxies will be voted for
the election of such substitute as the Board of Directors may recommend. At this
time, the Board of Directors knows of no reason why any of the nominees might be
unable to serve, if elected. Except as described herein, there are no
arrangements or understandings between any director or nominee and any other
person pursuant to which such director or nominee was selected.
<TABLE>
<CAPTION>
Shares of Common
Term Stock Beneficially Percent
Director to Owned at of
Name Age Position(s) Held Since(1) Expire August 30, 1996(2) Class
- ------------------------ ------- --------------------------------- -------- --------- -----------------------------
NOMINEES
<S> <C> <C> <C> <C> <C> <C>
Laurie C. DeMarois 43 Director N/A 1999 ---(3) ---
John E. Roemer 65 Director 1978 1999 51,757(4) 1.2%
DIRECTORS CONTINUING IN OFFICE
Marvin P. Reynolds 64 Chairman of the Board 1969 1997 58,075(5) 1.3
Robert F. Burke 64 Director 1994 1997 18,011(6) 0.4
Lyle R. Grimes 60 President, Chief Executive Officer 1983 1998 128,136(7) 2.9
and Director
Otto G. Klein, Jr., M.D. 57 Director 1988 1998 60,710(8) 1.4
</TABLE>
- --------------------------
(1) Includes service as a director of the Bank.
(2) Includes shares held directly, as well as shares which are subject to
presently exercisable options granted under the Stock Option Plan, held in
retirement accounts, held by certain members of the named individuals'
families, or held by trusts of which the named individual is a trustee or
substantial beneficiary, with respect to which shares the named individuals
may be deemed to have sole or shared voting and/or dispositive power. Also
includes 29,725 shares subject to options granted under the Stock Option
Plan which are exercisable within 60 days of August 30, 1996 and 3,993
shares, subject to restriction, granted under the RRP, respectively, to each
non-employee director of the Company, other than Robert F. Burke. (See
Footnote 6 below.)
(3) Pursuant to the terms of the RRP and subject to her election as a director
at the Meeting, Ms. DeMarois will receive an award of restricted stock equal
to $35,480. The exact number of shares of Ms. DeMarois' award under the RRP
will vary depending on the market price of the Common Stock on the date of
her election. Such shares will vest at a rate of one quarter of the initial
award per year commencing on the one-year anniversary of the date of grant,
subject in each case to the Bank meeting its fully phased-in capital
requirements. In addition, under the terms of the Stock Option Plan and
subject to her election as a director at the Meeting, Ms. DeMarois will
receive an option to purchase 15,084 shares of the Common Stock at a per
share exercise price equal to the market value per share of the Common Stock
on the date of her election.
(4) Includes 1,907 shares held by Mr. Roemer's spouse.
(5) Includes 20,000 shares held by a Keogh plan and 365 shares held by Mr.
Reynolds' spouse.
(6) Includes 15,084 shares subject to options granted under the Stock Option
Plan and 2,927 shares, subject to restriction, granted under the RRP.
(7) See Footnote 5 on page 2 for information regarding Mr. Grimes' share
ownership.
(8) Includes 20,000 shares held by a pension/profit sharing plan and 1,000
shares held in a custodial account for a minor child.
The business experience of each director and director nominee is set
forth below. All directors have held their present positions for at least the
past five years, except as otherwise indicated.
Lyle R. Grimes. Mr. Grimes is President and Chief Executive Officer of
the Company and the Bank, positions he has held since September 1993 and January
1983, respectively. Mr. Grimes is responsible for establishing policies and
plans for directing and controlling the activities of the Company and the Bank
in order to achieve the objectives set by the Board of Directors. Mr. Grimes
also acts as spokesman for the Company and the Bank and maintains business,
civic and governmental contacts. Mr. Grimes joined the Bank in 1958 and has
worked
3
<PAGE>
in all phases of the Bank's operations during his 38 years of employment with
the Bank. Mr. Grimes also serves as President and a Director of the Bank's
subsidiaries. Mr. Grimes served as a Director of the Federal Home Loan Bank of
Seattle from January 1993 to January 1995. Mr. Grimes graduated from the
University of Montana.
Otto G. Klein, Jr., M.D. Dr. Klein has practiced ophthalmology with the
Rocky Mountain Eye and Ear Center located in Missoula, Montana since 1978. Prior
to such time, he was a Clinical Associate Professor of Ophthalmology at the
University of Washington and partner of the Mason Clinic in Seattle. He is a
graduate of Stanford University and Cornell Medical School.
Laurie Caras DeMarois. Ms. DeMarois joined the Garden City Floral
Company in 1976. She now manages the Company and is the majority shareholder.
Ms. DeMarois has served as President of the Montana State Florists Association
and as a director on the boards of the Missoula Chamber of Commerce, United Way
and Rotary Club. Ms. DeMarois is a graduate of the University of Montana.
John E. Roemer. Mr. Roemer is retired. From 1953 to 1988, Mr. Roemer
was the owner and operator of Roemer's Tire Center, Inc. with retail tire and
automotive centers located in Missoula, Montana and Coeur d'Alene, Idaho.
Marvin P. Reynolds, D.D.S. Dr. Reynolds is a dentist who has practiced
in Missoula, Montana for over 37 years. He is a graduate of the Washington
University Dental School at St. Louis.
Robert F. Burke. Mr. Burke joined I.D.S. Financial Services, Inc.
("I.D.S."), Missoula, Montana, as a personal financial advisor in August 1991.
I.D.S. is a wholly owned subsidiary of American Express Company. In January
1995, I.D.S. became American Express Financial Advisors, Inc. Prior to such
time, he was Chairman and President of the Bank of Sheridan, a commercial bank
located in Sheridan, Montana, from 1983 to 1990. Mr. Burke has approximately 32
years of experience in the banking industry. He is a graduate of the University
of Montana and the Pacific Coast Banking School.
Meetings and Committees of the Boards of Directors
Board and Committee Meetings of the Company. Meetings of the Company's
Board of Directors are generally held on a quarterly basis. The Board of
Directors of the Company held 15 meetings during the fiscal year ended June 30,
1996. No incumbent director attended fewer than 75% of the total number of
meetings held by the Board of Directors and by all committees of the Board of
Directors on which he served during the year.
The Board of Directors of the Company has standing Executive, Audit and
Compensation Committees.
The Executive Committee of the Company acts on issues arising between
regular board meetings. The Executive Committee is comprised of Directors
Grimes, Reynolds and Roemer. The Executive Committee did not meet during fiscal
1996.
The Audit Committee of the Company reviews audit reports and related
matters to ensure effective compliance by the Company with internal policies and
procedures. Directors Klein, Burke, Roemer and Grabow (Mr. Grabow will retire as
a director of the Company and the Bank at the Meeting) are members of this
Committee. The Audit Committee met one time during fiscal 1996.
The Compensation Committee of the Company is responsible for
administration of the RRP and Stock Option Plan. The current members of the
Compensation Committee are Directors Roemer, Klein and Reynolds.
This Committee held one meeting during fiscal 1996.
The entire Board of Directors acting as the Nominating Committee of the
Company is responsible for nominating persons to serve on the Board of Directors
of the Company. While the Board of Directors will consider nominees recommended
by stockholders, the Committee has not actively solicited such nominations.
Pursuant to the Company's Bylaws, nominations by stockholders must be delivered
in writing to the Secretary of the Company at least 30 days before the date of
the Meeting.
4
<PAGE>
Board and Committee Meetings of the Bank. During the year ended June
30, 1996, the Board of Directors of the Bank held 16 meetings. No director
attended fewer than 75% of the total meetings of the Board of Directors and
committees on which such Board member served during this period. The Board of
Directors of the Bank has standing Executive, Audit, Asset/Liability, Building,
Compensation and Benefits and Nominating Committees.
The Executive Committee of the Bank acts on issues arising between
regular board meeting dates. The Executive Committee consists of Directors
Grimes, Reynolds and Roemer. The Executive Committee held three meetings during
fiscal 1996.
The Audit Committee of the Bank is responsible for setting policies
with regard to internal controls and outside audits. In addition, the Audit
Committee reviews the reports of the Bank's internal auditor, independent
auditors and regulators and makes recommendations to the Board of Directors.
This committee is comprised of Directors Reynolds, Roemer, Klein, Grabow and
Burke. The Audit Committee is scheduled to meet quarterly and met three times
during fiscal 1996.
The Asset/Liability Committee of the Bank is responsible for oversight
of the Bank's investment activities and development of investment policies.
Directors Grimes, Burke and Klein serve on this committee with James Salisbury
acting as Chairman. The Asset/Liability Committee met four times during fiscal
1996.
The Building Committee of the Bank reviews corporate office building
needs and site acquisitions and makes recommendations to the Board of Directors.
This committee currently consists of Directors Grimes, Grabow, Roemer and Burke.
This committee met 12 times during fiscal 1996.
The Compensation and Benefits Committee of the Bank is comprised of
Directors Roemer, Klein and Reynolds. This committee reviews changes in the
benefit package offered to the Bank officers and employees and recommends salary
levels for executive officers for consideration by the full Board. This
committee meets as necessary and met two times during fiscal 1996.
The Nominating Committee of the Bank meets annually in order to
nominate candidates for membership on the Board of Directors. Directors Grimes,
Burke and Klein are the current members of this Committee. This committee met
two times during fiscal 1996.
Director Compensation
The Board of Directors of the Company are not paid for their service in
such capacity. Compensation of the Bank's directors is described below.
Cash Compensation. Non-employee directors of the Bank are currently
paid fees of $1,667 per month and $200 for each committee meeting attended,
unless held on a regular Board meeting day or by telephone. Messrs. Reynolds and
Roemer, the Chairman and Vice Chairman of the Bank, receive an additional fee of
$225 and $142 per month, respectively.
Directors' Deferred Income Plan. The Bank maintains a Directors'
Deferred Income Plan (the "Director Plan") for the benefit of the Bank's
non-employee directors. Directors participating in the Director Plan are
permitted to defer $4,000 or more of their directors' fees earned during each
fiscal year. Deferred fees are maintained in an account at the Bank and upon
retirement are paid to directors in monthly installments over a ten-year period.
The Director Plan also provides that, in the event of the death of a
participating director while serving on the Board, the director's designated
beneficiary shall receive an aggregate amount equal to the amount the director
would have deferred, to be paid on a monthly basis. At June 30, 1996, two
outside directors participated in the Director Plan.
Executive Compensation
The Company has not paid any compensation to its executive officers
since its formation. The Company does not presently anticipate paying any
compensation to such persons until it becomes actively involved in the operation
or acquisition of businesses other than the Bank.
5
<PAGE>
The following table sets forth the compensation paid or accrued by the
Bank during fiscal years indicated for services rendered by the Named Officers.
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
- --------------------------------------------------------------------------------------------------------------------------
Annual Compensation(1) Long-Term Compensation
- ---------------------------------------------------------------------------- -----------------------
Awards
------------------------
Restricted
Stock Options/ All Other
Fiscal Salary Bonus Award(s) SARs Compensation
Name and Principal Position Year ($) ($)(2) ($)(3) (#)(4) ($)
--------------------------- ------ ------ ------ --------- -------- ------------
<S> <C> <C> <C> <C> <C> <C>
Lyle R. Grimes, President and Chief Executive 1996 $ 220,000(5) $ 90,025 $ --- --- $ 136,802(6)
Officer 1995 210,000(5) 52,059 --- --- 128,086
1994 210,000(5) 70,000 470,280 126,444 80,080
Douglas G. Bardwell, Executive Vice President 1996 123,000(7) 33,555 --- --- 35,760(8)
and Chief Operating Officer 1995 117,000(7) 19,340 --- --- 32,031
1994 117,000(7) 36,457 226,260 44,366 16,287
James A. Salisbury, Treasurer and Chief 1996 100,000(9) 27,280 --- --- 22,048(10)
Financial Officer 1995 95,000(9) 15,704 --- --- 19,826
1994 95,000(9) 29,602 181,900 37,268 6,804
==========================================================================================================================
</TABLE>
- --------
(1) "Perquisites" received by the named officers are not presented in the table
as such amounts are below the minimum required for disclosure under
executive compensation disclosure rules adopted by the Securities and
Exchange Commission.
(2) Paid pursuant to the Annual Incentive Plan. See "Compensation Committee
Report on Executive Compensation."
(3 Represents the dollar value of awards of shares of Common Stock pursuant to
the RRP based upon the $10.00 per share market value on the date of grant.
At June 30, 1996, the market value of the restricted stock awards to
Messrs. Grimes, Bardwell and Salisbury was $699,777, $336,675 and $270,667,
respectively, based upon the closing price of the Common Stock as reported
on the Nasdaq National Market System on such date. Prior to vesting,
holders of restricted stock have the right to receive dividends, if any,
paid on shares of the Common Stock. At June 30, 1996, 50% of the initial
awards listed above had vested.
(4) Represents awards of options to purchase shares of Common Stock at an
exercise price of $10.00 per share, granted pursuant to the Stock Option
Plan.
(5) Includes zero, zero, and $6,369 deferred under the 401(k) Plan, and $346,
$253 and $152 deferred under the Flexible Compensation Plan in fiscal 1996,
1995 and 1994, respectively.
(6) Includes $115,000 accrued by the Bank for the benefit of Mr. Grimes under
the Benefit Equalization Plan. The Benefit Equalization Plan provides
supplemental retirement income to Mr. Grimes since his normal retirement
benefit is diminished as a result of IRS rules limiting benefits payable
under the Pension Plan. See "Benefit Plans." Also includes $18,198
allocated to Mr. Grimes' account under the ESOP (representing 1,223 shares
at $14.88 per share), $2,538 in unused sick leave, a $102 Christmas bonus
and the following insurance premiums paid by the Bank on Mr. Grimes'
behalf: $38 in life insurance, $688 in life insurance under the Salary
Continuation Plan and $238 in long-term disability.
(7) Includes $5,810, $4,680 and $4,680 deferred under the 401(k) Plan, and
$862, $841 and $752 deferred under the Flexible Compensation Plan in fiscal
1996, 1995 and 1994, respectively.
(8) Includes $12,695 accrued and a life insurance premium of $223 paid on
behalf of Mr. Bardwell under the Salary Continuation Plan. Also includes
$17,439 allocated to Mr. Bardwell's account under the ESOP (representing
1,172 shares at $14.88 per share), $1,419 of unused sick leave, a Christmas
bonus of $102, a long-term disability insurance premium of $238, a life
insurance premium of $38 and contributions to the 401(k) Plan of $3,606
paid by the Bank on behalf of Mr. Bardwell.
(9) Includes $4,878, $4,752 and $4,752 deferred under the 401(k) Plan, and
$900, $500 and $111 deferred under the Flexible Compensation Plan in fiscal
1996, 1995 and 1994, respectively.
(10) Includes $2,872 accrued and life insurance premiums of $85 paid on behalf
of Mr. Salisbury under the Salary Continuation Plan. Also includes $14,671
allocated to Mr. Salisbury's account under the ESOP (representing 986
shares at $14.88 per share), $1,154 in unused sick leave, a Christmas bonus
of $102, life insurance premiums of $38, a long-term disability insurance
premium of $198, and contributions to the 401(k) Plan of $2,928 paid by the
Bank on behalf of Mr. Salisbury.
6
<PAGE>
The following table sets forth certain information concerning the
number and value of unexercised stock options held by the Named Officers at June
30, 1996. No options or stock appreciation rights were awarded to the Named
Officers during fiscal 1996.
<TABLE>
<CAPTION>
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND FY-END OPTION/SAR VALUES
- ------------------------------------------------------------------------------------------------------------------
Number of Unexercised Value of Unexercised In-the-Money
Options/SARs at FY-End (#)(1) Options/SARs at FY-End ($)(2)
----------------------------- ---------------------------------
Shares Acquired Value
Name on Exercise (#) Realized ($) Exercisable Unexercisable Exercisable Unexercisable
---- --------------- ------------ ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Lyle R. Grimes N/A N/A 56,444 70,000 $275,447 $341,600
Douglas G. Bardwell N/A N/A 30,000 14,366 146,400 70,106
James A. Salisbury N/A N/A 30,000 7,268 146,400 35,468
</TABLE>
- --------------
(1) Represents options to purchase Common Stock granted pursuant to the Stock
Option Plan. Except for an option to purchase 26,444 shares of Common Stock
granted to Mr. Grimes, all of which vested in March 1994, the terms of the
option awards provide that shares will be exercisable at a rate of 10,000
shares per year, commencing on January 6, 1995.
(2) Represents the difference between the aggregate option exercise price and
the fair market value of the underlying shares based on the closing price
of $14.88 per share of the Common Stock as reported on the Nasdaq National
Market on June 30, 1996.
Employment Agreements
The Bank has entered into employment agreements with Messrs. Grimes,
Bardwell and Salisbury and four other executive officers. The employment
agreements are designed to assist the Bank in maintaining a stable and competent
management base. The employment agreements became effective January 6, 1994 and
provide for an annual base salary in an amount equal to the employee's current
salary. The agreements provide for termination upon the employee's death, for
cause or in certain events specified by Office of Thrift Supervision ("OTS")
regulations. The employment agreements are terminable by the employee upon 90
days' notice to the Bank.
The following discussion relates to the terms of the agreements with
Messrs. Grimes, Bardwell and Salisbury. These employment agreements provide for
an initial term of three years. Subject to annual Board approval following a
satisfactory annual performance review, on each annual anniversary of the
effective date of the agreement, each agreement shall be automatically extended
for an additional one-year period, unless either the employee or the Bank gives
notice to the contrary. The employment agreements provide for a lump sum payment
to the employee of up to 299% of his then-current annual compensation in the
event there is a change in control of the Bank where employment terminates
involuntarily in connection with such change in control of the Bank or the
Company or within 12 months thereafter. This termination payment is subject to
reduction by the amount of all other compensation to the employee deemed for
purposes of the Internal Revenue Code of 1986, as amended (the "Code") to be
contingent on a change in control. Such termination payments are provided on a
similar basis in connection with a voluntary termination of employment, where
the change in control was at any time opposed by the Bank's Board of Directors.
For the purposes of the employment agreements, a change in control is defined to
mean an acquisition of control of the Bank or the Company (other than by a
trustee or other fiduciary holding securities under an employee benefit plan of
the Company or its subsidiary) as defined in OTS regulations which would require
the filing of an application for acquisition of control or notice of change in
control. The agreements provide, among other things, for participation in an
equitable manner and employee benefits applicable to executive personnel.
Based on current salary information, if Messrs. Grimes, Bardwell and
Salisbury had been terminated as of June 30, 1996, under circumstances entitling
each of them to severance pay as described above, such individuals would have
been entitled to receive a lump sum cash payment of approximately $680,237,
$349,572 and $280,241, respectively.
Benefit Plans
Pension Plan and Benefit Equalization Plan. The Bank's employees are
included in the Financial Institutions Retirement Fund, a multiple employer
comprehensive pension plan (the "Pension Plan"). This noncontributory defined
benefit retirement plan covers all employees who have met minimum service
requirements.
7
<PAGE>
The Bank's policy is to fund pension costs accrued. In addition to
administrative expenses of the Pension Plan paid by the Bank, the Bank made
contributions totaling approximately $307,275 to such plan during fiscal 1996.
The following table illustrates annual pension benefits payable upon
retirement at age 65 to a participant electing to receive the standard form of
retirement benefits based on various levels of compensation and years of
service.
<TABLE>
<CAPTION>
PENSION PLAN TABLE
- --------------------------------------------------------------------------------------------------------------------------
Years of Service
--------------------------------------------------------------------------------
Remuneration 15 20 25 30 35
------------ --------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C>
$ 50,000 $ 15,000 $ 20,000 $ 25,000 $ 30,000 $ 35,000
75,000 22,500 30,000 37,500 45,000 52,500
100,000 30,000 40,000 50,000 60,000 70,000
125,000 37,500 50,000 62,500 75,000 87,500
150,000 45,000 60,000 75,000 90,000 105,000
175,000 52,500 70,000 87,500 105,000 109,991*
200,000 60,000 80,000 100,000 109,991* 109,991*
225,000 67,500 90,000 109,991* 109,991* 109,991*
</TABLE>
*Maximum annual benefit payable.
At June 30, 1996, Messrs. Grimes, Bardwell and Salisbury had 37 years, 21
years 11 months and 15 years six months, respectively, of credited services
under the Plan. Retirement benefits payable under the Pension Plan are based
upon salary contained in the Summary Compensation Table.
The Bank also maintains a Benefit Equalization Plan for the benefit of
certain highly compensated individuals whose normal benefits payable upon
retirement under the Pension Plan are reduced due to limits placed on benefits
payable under the Pension Plan by federal law. This plan provides for an annual
retirement benefit commencing at the normal retirement date (as defined in the
Bank's Pension Plan) equal to the actuarial equivalent of the participant's
accrued benefit (as determined before applying the limitations contained in the
Pension Plan and any dollar limitation for the amount considered compensation)
minus the actuarial equivalent of the participant's accrual provided under the
Pension Plan. In the event of the participant's death prior to the date payments
are due to commence under this plan, the plan provides for a death benefit
payable to the participant's beneficiary. Currently, Mr. Grimes is the only
person participating in this plan. Information regarding the amount contributed
by the Bank to this plan on behalf of Mr. Grimes is contained in the Summary
Compensation Table.
Salary Continuation Plan. The Bank has adopted the Salary Continuation
Plan ("SCP") for the benefit of 14 officers. The SCP provides for the payment of
monthly retirement benefits to participating officers for a period of ten years
upon retirement at age 55, provided the officer has at least 20 years of service
to the Bank. Benefits payable under the SCP are equal to 1/120 of such officer's
monthly salary for calendar 1992. The SCP also provides for a benefit equal to
one to two times the participant's 1992 salary, in the event of such person's
death while employed by the Bank. Information regarding amounts contributed to
the SCP during the past three fiscal years on behalf of the Named Officers is
contained in the Summary Compensation Table.
Compensation Committee Report on Executive Compensation
The Compensation and Benefits Committee has furnished the following report
on executive compensation:
Compensation Policies. This report reflects the Company's compensation
policies as endorsed by the Board of Directors and the Committee. The Committee
recommends to the Board of Directors amounts of cash compensation for executive
officers of the Company and its subsidiaries. With regard to the compensation
actions affecting the CEO, all of the non-employee members of the Board of
Directors acted as the approving body.
8
<PAGE>
The Annual Incentive Plan of the Company is designed to:
1. support a pay-for-performance policy that differentiates compensation based
on corporate, business unit, and individual performance;
2. motivate key senior officers to achieve strategic business initiatives and
award them for their achievement;
3. provide compensation opportunities that are comparable to those offered by
other leading companies, allowing the Company to compete for and retain
talented executives who are critical to the Company's long-term success;
and
4. align the interests of executives with the long-term interests of
stockholders through award opportunities that can result in ownership of
Common Stock.
At present, the Annual Incentive Plan is comprised of salary, annual
cash incentive opportunities, long-term incentive opportunities in the form of
stock options, restricted stock and miscellaneous benefits typically offered to
executives by major corporations. Along with other eligible employees, executive
officers also participate in the Company's 401(k) Plan, which provides for
matching contributions, a defined benefit retirement program, and the ESOP.
Annual incentive plans for executive officers of the Bank were
developed in 1993 with the assistance of outside consultants with implementation
occurring in fiscal year 1994. During the fiscal year, incentive plans for each
of the three Named Officers listed in the compensation table, as well as other
senior officers, were established based on stated goals and objectives which are
drawn by the Bank's Business Plan. Incentives are awarded based on attainment of
those goals. However, all annual incentives are eliminated entirely under this
incentive plan if a set minimum of before-tax earnings in dollars is not met
during the fiscal year. There is also a maximum before-tax earnings set in
dollars above which incentives will not be paid. The Board believes that tying
executive officers' income more directly to institution performance will more
closely align individual objectives and interests with stockholder value.
Long-term incentives for executive officers, and to a lesser degree for
employees, were provided during the fiscal year ending 1994 with the
implementation of the RRP and the Stock Option Plan, which were approved by the
stockholders at the Special Meeting of Stockholders held on March 29, 1994. The
price of the Common Stock must increase over time to maximize the benefit of the
RRP and for the employee to realize any benefit from the options awarded under
the Stock Option Plan.
Salaries. The base salaries paid to Messrs. Grimes, Bardwell and
Salisbury were increased 5.0%, 5.13%, and 5.26%, respectively, for fiscal year
1995-96. This change reflected consideration of the Company's performance and
competitive data on similar companies indicating that such changes would be
commensurate with experience and individual performance. The other executive
officers will be granted base salary increases based on competitive data,
individual performance, position, tenure and internal comparability
considerations. The Compensation Committee will review and change the
compensation strategy as needed in order that it be responsive to stockholder
interests over time.
Bonus Awards for Fiscal 1996. Executive officers of the Company were
awarded cash bonuses during the year based on a review of the Company's fiscal
year performance and individual performance. The Company performance review
included an assessment of how the Company's before-tax earnings compared with
goals set by the Board of Directors and the goals included in the Business Plan.
Additional factors that are taken into account by the non-employee members of
the Board of Directors were their assessment of non-performing loans, interest
rate risk, regulatory ratings, the degree of customer satisfaction and morale of
the Company's employees. Based on all these factors, the amount of bonus paid to
Grimes, Bardwell and Salisbury were 40.9%, 27.3% and 27.3% of their base
salaries, respectively, as compared to the maximum possible award of 60%, 40%,
and 40%, respectively.
RRP and Stock Option Plan Awards. The RRP and Stock Option Plan (the
"Plans") are designed to align a significant portion of the executive officer's
compensation, and to a lesser degree other employees compensation, with
stockholders' interests. The Plans, approved by stockholders in 1994, permit the
granting of stock based awards. To date, two types of awards have been granted
to executive officers and other key employees:
9
<PAGE>
1. Stock Option -- a right to purchase shares of Common Stock over a ten-year
period at the market price on the date of grant.
2. Restricted Stock -- shares of Common Stock the recipient cannot sell or
otherwise dispose of until the applicable restriction period lapses and
which are forfeited if the recipient terminates employment for any reason
other than retirement, disability, or death prior to the lapsing of the
restriction period (or applicable portion of such period).
No Stock Options or Restricted Stock were granted during fiscal 1996 to
Messrs. Grimes, Bardwell, Salisbury and other executive officers and employees.
In making future grants, the Committee will consider, among other things, the
individual's position and years of service, the value of the individual's
service to the Bank and the responsibilities of the individual as an executive
officer of a public company as well as the practices of other financial
institutions.
In 1993, Section 162(m) was added to the Internal Revenue Code, the
effect of which is to eliminate the deductibility of compensation over $1
million, with certain exclusions, paid to each of certain highly compensated
executive officers of publicly held corporations, such as the Company. Section
162(m) applies to remuneration (both cash and non-cash) that would otherwise be
deductible for tax years beginning on or after January 1, 1994, unless expressly
excluded. Although the current compensation of each of the Company's executive
officers is below the $1 million threshold, the Company intends to consider the
new provision in establishing future compensation policies and has amended its
Stock Option Plan to comply with the requirements of Section 162(m).
The Compensation and Benefits Committee
John E. Roemer (Chairman) Marvin P. Reynolds Otto G. Klein, Jr., M.D.
Stockholder Return Performance Presentation
The graph below compares the cumulative total stockholder return on the
Company's Common Stock to the cumulative total return of the Nasdaq Market Index
and the SIC Industry Group, an index of federally chartered savings
institutions, for the period January 10, 1994, the date the Company's Common
Stock commenced trading on the Nasdaq National Market, through June 30, 1996.
The graph assumes that $100 was invested on January 10, 1994 and that all
dividends were reinvested.
CUMULATIVE TOTAL RETURN
WESTERFED FINANCIAL CORPORATION, NASDAQ
MARKET INDEX AND SIC INDUSTRY GROUP OF
FEDERALLY CHARTERED SAVINGS INSTITUTIONS
$160|------------------------------------------------------------------|
| & |
| |
$150|------------------------------------------------------------------|
| * |
D | |
O $140|------------------------------------------------------------------|
L | |
L | |
A $130|------------------------------------------------------------------|
R | |
S | & |
$120|------------------------------------------------------------------|
| *# # |
| |
$110|------------------------------------------------------------------|
| &# |
| * |
$100|--------------*&#-------------------------------------------------|
| |
| |
$90|---------------|-------------|--------------|--------------|------|
1/10/94 6/30/94 6/30/95 6/30/96
*=NASDAQ 100 101 119 149
&=Savings Index 100 105 123 155
#=Westerfed 100 109 119 119
10
<PAGE>
Certain Transactions
The Bank has followed a policy of granting loans to eligible directors,
officers, employees and members of their immediate families for the financing of
their personal residences and for consumer purposes. All such loans, except as
described below, to directors and the seven executive officers of the Bank are
required to be made in the ordinary course of business and on the same terms,
including collateral and interest rates, as those prevailing at the time for
comparable transactions and do not involve more than the normal risk of
collectibility. Loans to full-time employees, with at least one year of service
with the Bank (other than executive officers) secured by a first mortgage on the
employee's principal residence are made under a standard adjustable-rate
mortgage program and modified to a reduced interest rate equal to one percent
over the Bank's cost of funds subject to their continued employment. Full-time
employees (other than executive officers) with over one year of service with the
Bank also receive a preferential rate on consumer and home improvement loans
obtained from the Bank. The rate on these loans is modified by a margin (which
varies depending on the type of loan) over the Bank in-house consumer loan
index. Loans on savings accounts are extended to employees at a rate of one
percent above the savings account yield and all processing fees are waived.
All loans by the Bank to its executive officers and directors are
subject to OTS regulations restricting loans and other transactions with
affiliated persons of the Bank. Federal law prohibits a savings association from
making loans to its executive officers and directors at favorable rates or on
terms not comparable to those prevailing to the general public.
Set forth below is certain information as to loans made by the Bank
prior to changes in federal law to each of its directors and executive officers
whose aggregate indebtedness exceeded $60,000 at any time since July 1, 1995, at
a preferential interest rate pursuant to the Bank's loan policy at the time such
loans were made. Each of the loans was made in the ordinary course of business
and did not involve more than the normal risk of collectibility. All loans
designated as residential loans are first mortgage loans secured by the
borrower's principal place of residence.
<TABLE>
<CAPTION>
Largest
Date Amount Market Modified
of Original Outstanding Balance at Rate at Rate at
Name and Position Loan Type of Loan Amount Since 7/1/95 6/30/96 Origination Origination
- ----------------------------------- -------- ------------------------- ------------ ----------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
Lyle R. Grimes 02/88 Residential $ 92,800 $ 74,055 $ 72,417 8.75% 7.46%
President and Chief Executive Officer
Otto G. Klein 05/87 Residential 125,000 110,611 108,035 8.75 7.44
Director 07/88 Line of Credit N/A 3,089 1,567 17.90 15.00
John E. Roemer 06/89 Residential 99,750 92,429 90,624 9.75 8.52
Director 05/85 Line of Credit N/A 1,104 6 17.90 15.00
</TABLE>
In addition to the loans listed in the tables above, the Bank has in
the ordinary course of business made loans to its directors, executive officers
and members of their immediate families or affiliates thereof on substantially
the same terms, including interest rates and collateral, as those prevailing at
the time for comparable transactions with unrelated parties and did not involve
more than the normal risk of collectibility or present other unfavorable
features. All loans to such persons totalled approximately $255,047, or .32% of
the Company's stockholders' equity, at June 30, 1996.
PROPOSAL II - RATIFICATION OF APPOINTMENT OF AUDITORS
The Board of Directors of the Company has appointed KPMG Peat Marwick
LLP, independent accountants, to be the Company's auditors for the fiscal year
ending June 30, 1997. Representatives of KPMG Peat Marwick LLP are expected to
attend the Meeting to respond to appropriate questions and to make a statement
if they so desire.
The Board of Directors recommends that stockholders vote "FOR" the
ratification of the appointment of KPMG Peat Marwick LLP as the Company's
auditors for the fiscal year ending June 30, 1997.
11
<PAGE>
STOCKHOLDER PROPOSALS
In order to be eligible for inclusion in the Company's proxy materials
for the next Annual Meeting of Stockholders, any stockholder proposal to take
action at such meeting must be received at the Company's office located at 110
East Broadway, Missoula, Montana 59802-4511, no later than May 30, 1997. Any
such proposal shall be subject to the requirements of the proxy rules adopted
under the Securities Exchange Act of 1934.
OTHER MATTERS
The Board of Directors is not aware of any business to come before the
Meeting other than those matters described above in this Proxy Statement.
However, if any other matter should properly come before the Meeting, it is
intended that holders of the proxies will act in accordance with their best
judgment.
The cost of solicitation of proxies will be borne by the Company. The
Company will reimburse brokerage firms and other custodians, nominees and
fiduciaries for reasonable expenses incurred by them in sending proxy materials
to the beneficial owners of Common Stock. In addition to solicitation by mail,
directors, officers and regular employees of the Company and/or the Bank may
solicit proxies personally or by telegraph or telephone without additional
compensation.
Missoula, Montana
September 27, 1996
12
<PAGE>
WESTERFED FINANCIAL CORPORATION
ANNUAL MEETING OF STOCKHOLDERS
OCTOBER 22, 1996
The undersigned hereby appoints the Board of Directors of WesterFed
Financial Corporation (the "Company"), with full powers of substitution, to
act as attorneys and proxies for the undersigned to vote all shares of
capital stock of the Company which the undersigned is entitled to vote at the
Annual Meeting of Stockholders (the "Meeting") to be held at the Missoula
Southgate Branch of Western Federal Savings Bank, 2601 Garfield Street,
Missoula, Montana, on October 22, 1996 at 9:00 a.m. and at any and all
adjournments and postponements thereof.
1. The election as directors of all nominees listed below (except as marked
to the contrary)
[ ] FOR [ ] VOTE WITHHELD
INSTRUCTION: To withhold your vote for any individual nominee, strike a
line in that nominee's name below.
LAURIE C. DEMAROIS JOHN E. ROEMER
2. The ratification of the appointment of KPMG Peat Marwick LLP as auditors
for the Company for the fiscal year ending June 30, 1997.
[ ] FOR [ ] AGAINST [ ] VOTE WITHHELD
In their discretion, the proxies are authorized to vote on any other
business that may properly come before the Meeting or any adjournment or
postponement thereof.
THIS PROXY WILL BE VOTED AS DIRECTED, BUT IF NO INSTRUCTIONS ARE
SPECIFIED, THIS PROXY WILL BE VOTED FOR THE PROPOSAL AND EACH OF THE NOMINEES
LISTED ABOVE. 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.
The Board of Directors recommends a vote "FOR" the proposal
and the election of the nominees listed above.
(Continued and to be SIGNED on Reverse Side)
- -------------------------------------------------------------------------------
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
Should the undersigned be present and choose to vote at the Meeting or at
any adjournments or postponements thereof, and after notification to the
Secretary of the Company at the Meeting of the stockholder's decision to
terminate this proxy, then the power of such attorneys or proxies shall be
deemed terminated and of no further force and effect. This proxy may also be
revoked by filing a written notice of revocation with the Secretary of the
Company or by duly executing a proxy bearing a later date.
The undersigned acknowledges receipt from the Company, prior to the
execution of this proxy, of notice of the Meeting, a Proxy Statement and an
Annual Report to Stockholders.
Dated:__________________, 1996 ______________________________________
Signature of Stockholder
______________________________________
Signature of Stockholder
Please sign exactly as your
name(s) appear(s) to the left.
When signing as attorney,
executor, administrator, trustee
or guardian, please give your
full title. If shares are held
jointly, each holder should
sign.
PLEASE COMPLETE, DATE, SIGN AND MAIL THIS PROXY PROMPTLY IN THE ENCLOSED
POSTAGE-PAID ENVELOPE.
