<PAGE>
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement [_] CONFIDENTIAL, FOR USE OF THE
COMMISSION ONLY (AS PERMITTED BY
[X] Definitive Proxy Statement RULE 14C-5(D)(2))
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to (S)240.14a-11(c) or (S)240.14a-12
First Savings Bancorp, Inc.
------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
[_] $500 per each party to the controversy pursuant to Exchange Act Rule 14a-
6(i)(3).
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
Notes:
<PAGE>
FIRST SAVINGS BANCORP, INC.
Post Office Box 1657
205 S.E. Broad Street
Southern Pines, North Carolina 28388-1657
(910) 692-6222
NOTICE OF 1996 ANNUAL MEETING OF SHAREHOLDERS
To Be Held on October 23, 1996
NOTICE IS HEREBY GIVEN that the 1996 Annual Meeting of Shareholders
(the "Meeting") of First Savings Bancorp, Inc. (the "Company") will be held on
Wednesday, October 23, 1996, at 10:00 a.m., Eastern Time, at the Holiday Inn,
U.S. Highway 1 By-Pass, Southern Pines, North Carolina.
The Meeting is for the purpose of considering and voting upon the
following matters:
1. To elect three persons who will serve as directors of the Company
until the 1999 Annual Meeting of Shareholders or until their
successors are duly elected and qualify;
2. To ratify the selection of Dixon, Odom & Co., L.L.P. as the
independent auditor for the Company for the fiscal year ending
June 30, 1997; and
3. To transact such other business as may properly come before the
Meeting or any adjournments thereof. The Board of Directors is not
aware of any other business to be considered at the Meeting.
The Board of Directors has established September 12, 1996, as the
record date for the determination of shareholders entitled to notice of and to
vote at the 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 Meeting or any adjournments thereof. In the event there
are not sufficient shares present in person or by proxy to constitute a quorum
at the time of the Meeting, the Meeting may be adjourned in order to permit
further solicitation of proxies by the Company.
By Order of the Board of Directors
John F. Burns
Secretary
Southern Pines, North Carolina
September 18, 1996
A form of proxy is enclosed to enable you to vote your shares at the Meeting.
You are urged, regardless of the number of shares you hold, to complete, sign,
date and return the proxy promptly. A return envelope, which requires no postage
if mailed in the United States, is enclosed for your convenience.
<PAGE>
FIRST SAVINGS BANCORP, INC.
PROXY STATEMENT
SOLICITATION, VOTING AND REVOCABILITY OF PROXIES
General
This Proxy Statement is being furnished to shareholders of First
Savings Bancorp, Inc. (the "Company") in connection with the solicitation by the
board of directors of the Company (the "Board of Directors") of proxies to be
used at the Annual Meeting of Shareholders (the "Meeting") to be held on
Wednesday, October 23, 1996, at 10:00 a.m., Eastern Time, at the Holiday Inn,
U.S. Highway 1 By-Pass, Southern Pines, North Carolina, and at any adjournments
thereof. This Proxy Statement and the accompanying form of proxy were first
mailed to shareholders on September 19, 1996.
Other than the matters listed on the attached Notice of 1996 Annual
Meeting of Shareholders, the Board of Directors knows of no matters that will be
presented for consideration at the 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 Meeting or any adjournments thereof.
Revocability of Proxy
A proxy may be revoked at any time prior to its exercise by the filing
of a written notice of revocation with the Secretary of the Company, by
delivering to the Company a duly executed proxy bearing a later date, or by
attending the Meeting and voting in person. However, if you are a shareholder
whose shares are not registered in your own name, you will need appropriate
documentation from your recordholder to vote personally at the Meeting.
Solicitation
The cost of solicitation of proxies on behalf of the Board of Directors
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, without additional compensation therefor. The Company also will 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 out-of-pocket expenses in doing so.
<PAGE>
Voting Securities and Vote Required for Approval
Regardless of the number of shares of the Company's common stock, no
par value (the "Common Stock") owned, it is important that shareholders be
represented by proxy or be present in person at the Meeting. Shareholders are
requested to vote by completing the enclosed proxy card and returning it signed
and dated in the enclosed postage-paid envelope. Shareholders are urged to
indicate their vote in the spaces provided on the proxy card. Any shareholder
may vote for, against, or abstain from voting on any matter to come before the
Meeting. If the enclosed proxy is properly marked, signed, dated and returned,
and not revoked, it will be voted in accordance with the instructions therein.
If no instructions are given, the proxy will be voted for the nominees for
election to the Board of Directors named in this Proxy Statement and for the
other matters described in this Proxy Statement calling for a vote of the
shareholders. If instructions are given with respect to some but not all
proposals, such instructions as are given will be followed, but the proxy will
be voted for the proposals on which no instructions are given.
The securities which may be voted at the Meeting consist of shares of
the Common Stock, with each share entitling its owner to one vote on all matters
to be voted on at the Meeting. The close of business on September 12, 1996, has
been fixed by the Board of Directors as the record date ("Record Date") for the
determination of shareholders of record entitled to notice of and to vote at the
Meeting and any adjournments thereof. The total number of shares of the Common
Stock outstanding on the Record Date was 3,744,000.
The presence, in person or by proxy, of the holders of at least a
majority of the total number of shares of the Common Stock entitled to vote at
the Meeting is necessary to constitute a quorum at the Meeting. Since many of
our shareholders cannot attend the Meeting, it is necessary that a large number
be represented by proxy. Accordingly, the Board of Directors has designated
proxies to represent those shareholders who cannot be present in person and who
desire to be so represented. In the event there are not sufficient votes for a
quorum or to approve or ratify any proposal at the time of the Meeting, the
Meeting may be adjourned in order to permit the further solicitation of proxies.
In the election of directors, a nominee need only receive a plurality
of the votes cast in the election of directors in order to be elected. As a
result, those persons nominated who receive the largest number of votes will be
elected as directors. Accordingly, shares not voted for any reason respecting
any one or more nominees will not be counted as votes against such nominees.
The affirmative vote of the holders of at least a majority of the
shares of the Common Stock present at the Meeting, in person or by proxy and
entitled to vote, is required to constitute shareholder approval of the issues
presented for a vote.
Abstentions will be counted for purposes of determining whether a
quorum is present at the Meeting. Abstentions will not be counted in tabulating
the votes cast on any proposal submitted to the shareholders.
Proxies solicited hereby will be returned to the Board of Directors,
and will be tabulated by one or more inspectors of voting designated by the
Board of Directors.
2
<PAGE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The Securities Exchange Act of 1934, as amended (the "Exchange Act"),
requires that any person or group who acquires the beneficial ownership of more
than 5% of the Common Stock notify the Securities and Exchange Commission (the
"SEC") and the Company. The Company is not aware of any person or group, as
defined in the Exchange Act, who held of record or who are known to the Company
to own beneficially, as of the Record Date, more than 5% of the Common Stock.
Set forth below is certain information as of the Record Date regarding
beneficial ownership of the Common Stock by each of the members of the Board of
Directors (including nominees for re-election at the Meeting), certain executive
officers of the Company, and the directors and all executive officers of the
Company as a group.
<TABLE>
<CAPTION>
Amount and
Nature of Sole Voting/ Shared Voting/ Percentage
Beneficial Investment Investment of
Name of Beneficial Owner Ownership Power Power Class(1)
- - ------------------------ --------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
H. David Bruton 80,984/(2)/ 77,184/(2)/ 3,800 2.14%
John F. Burns 116,149/(3)/ 30,985/(3)/ 85,164 3.09%
J. E. Causey 83,342/(2)/ 68,342/(2)/ 15,000 2.20%
Henry A. Clayton 62,416/(2)/ 62,416/(2)/ 0 1.65%
W. Harry Fullenwider 92,960/(2)/ 92,960/(2)/ 0 2.45%
Frank G. Hardister 83,334/(2)/ 83,334/(2)/ 0 2.20%
W. Harrell Johnson 61,839/(2)/ 59,509/(2)/ 2,330 1.63%
Joe Montesanti, Jr. 87,628/(2)/ 77,528/(2)/ 10,100 2.31%
Thomas F. Phillips 59,212/(2)/ 58,061/(2)/ 1,151 1.56%
William E. Samuels, Jr. 159,739/(4)/ 75,920/(4)/ 83,819 4.23%
Directors and all executive 824,098/(5)/ -- -- 19.84%
officers of the Company as a
group (11 persons)
</TABLE>
/(1)/ Based upon a total of 3,744,000 shares of the Common Stock outstanding
at the Record Date. Assumes the exercise of only those stock options
included with respect to the designated recipients.
/(2)/ Includes 45,000 shares which could be purchased pursuant to the
exercise of stock options granted to the named beneficial owner.
/(3)/ Includes 14,400 shares which could be purchased pursuant to the
exercise of stock options granted to Mr. Burns which are vested and
nonforfeitable. Mr. Burns also has stock options to purchase an
additional 21,600 shares. Additional options become vested on January
6 of each year. All options become vested upon Mr. Burns' death,
disability, satisfaction of requirements for retirement and subsequent
retirement, or satisfaction of requirements with respect to length of
employment. The number stated includes 71,819 allocated and
unallocated shares held by the First Savings Bank of Moore County,
Inc., SSB Employee Stock Ownership Plan. Mr. Burns is a trustee of
such Plan and has certain voting and investment power over such
shares.
3
<PAGE>
/(4)/ Includes 28,800 shares which could be purchased pursuant to the
exercise of stock options granted to Mr. Samuels which are vested and
nonforfeitable. Additional options become vested annually on January 6
of each year. All options become vested upon the death, disability or
retirement of Mr. Samuels. Mr. Samuels is eligible to retire at any
time. The number stated includes 71,819 allocated and unallocated
shares held by the First Savings Bank of Moore County, Inc., SSB
Employee Stock Ownership Plan. Mr. Samuels is a trustee of such Plan
and has certain voting and investment power over such shares.
/(5)/ Includes 448,200 shares which could be purchased pursuant to the
exercise of stock options granted to directors and executive officers.
This amount includes the options issued to Mr. Samuels to purchase
72,000 shares which are described in (4) above. This amount does not
include options to purchase 37,800 shares issued in the aggregate to
other executive officers which are not yet vested and which will only
become vested upon death, disability, satisfaction of requirements for
retirement and subsequent retirement, or satisfaction of requirements
with respect to length of employment. The number stated includes 71,819
allocated and unallocated shares held by the First Savings Bank of
Moore County, Inc., SSB Employee Stock Ownership Plan. William E.
Samuels, Jr., a director and an executive officer, and John F. Burns,
an executive officer, are trustees of such Plan and have certain voting
and investment power over such shares.
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
Section 16(a) of the Exchange Act requires the Company's executive
officers and directors, and persons who own more than ten percent of the Common
Stock, to file reports of ownership and changes in ownership with the SEC.
Executive officers, directors and greater than ten percent beneficial owners are
required by SEC regulations to furnish the Company with copies of all Section
16(a) forms they file.
Based solely on a review of the copies of such forms furnished to the
Company and written representations from the Company's executive officers and
directors, the Company believes that during the fiscal year ended June 30, 1996,
all but two of its executive officers and directors and greater than ten percent
beneficial owners complied with all applicable Section 16(a) filing
requirements. Mr. Samuels' and Mr. Burns' Initial Statement of Beneficial
Ownership on SEC Form 3, which were filed on a timely basis, omitted disclosure
regarding 71,819 allocated and unallocated shares of the Common Stock which are
held by Mr. Samuels and Mr. Burns as trustees and over which they have shared
voting and investment power. Upon discovery of this omission, Mr. Samuels and
Mr. Burns filed an amended Form 3 with the SEC.
PROPOSAL 1
ELECTION OF DIRECTORS
General
The Certificate of Incorporation of the Company provides that the
number of directors of the Company shall not be less than seven nor more than
fifteen. The exact number of directors shall be fixed or changed from time to
time by the Board of Directors. The Board of Directors has currently fixed the
size of the Board at ten members.
4
<PAGE>
So long as the total number of directors is nine or more, the directors
shall be divided into three classes. Each class of directors shall be elected
for terms of three years each, or until their earlier death, resignation,
retirement, removal, or disqualification or until their successors shall be
elected and shall qualify.
The Board of Directors has nominated the three persons named below for
election as directors to serve until the 1999 Annual Meeting of Shareholders or
until their earlier death, resignation, retirement, removal or disqualification
or until their successors shall be elected and shall qualify.
The persons named in the accompanying form of proxy intend to vote any
shares of the Common Stock represented by valid proxies received by them to
elect the three nominees listed below as directors, unless authority to vote is
withheld or such proxies are revoked. Each of the nominees for election is
currently a member of the Board of Directors. In the event that any of the
nominees should become unavailable to accept nomination or election, it is
intended that the proxyholders will vote to elect in his stead such other person
as the present Board of Directors may recommend. The present Board of Directors
has no reason to believe that any of the nominees named herein will be unable to
serve if elected to office. In order to be elected as a director, a nominee need
only receive a plurality of the votes cast. Accordingly, shares not voted for
any reason respecting any one or more nominees will not be counted as votes
against such nominees. No shareholder has the right to cumulatively vote his or
her shares in the election of directors.
No person who is 75 years of age or older and who is not an employee of
the Company is eligible for election or re-election to the Board of Directors;
however, this provision does not apply to persons who were directors of the
Company at the time of the conversion of First Savings Bank of Moore County,
Inc., SSB (the "Bank") from a North Carolina-chartered mutual savings bank to a
North Carolina-chartered stock savings bank on January 6, 1994. As a result,
this provision does not apply to any of the nominees named below.
The Board of Directors recommends a vote FOR all of the following
---
nominees for election as directors.
The following tables set forth as to each nominee and each director
whose term is continuing, his name, age, principal occupation during the last
five years and the year he was first elected as a director.
<TABLE>
<CAPTION>
Age on Principal Occupation During Director
Name June 30, 1996 Last Five Years Since
- - ---- ------------- ----------------- -----
Nominees for Three-Year Term Expiring in 1999
<S> <C> <C> <C>
H. David Bruton 61 Physician, Sandhills Pediatrics, 1979
Inc.
Joe Montesanti, Jr. 76 Retired pharmacist 1962
Frank G. Hardister 61 Owner of Powell Funeral Home 1990
in Southern Pines, North
Carolina
</TABLE>
5
<PAGE>
<TABLE>
<CAPTION>
Directors with Three-Year Term Expiring in 1998
<S> <C> <C> <C>
J. E. Causey 81 Owner of Causey Construction 1960
and Causey Realty
Henry A. Clayton 73 Retired merchant 1954
William E. Samuels, Jr. 65 President and Chief Executive 1977
Officer of the Company and the
Bank
</TABLE>
<TABLE> <CAPTION>
Directors with Three-Year Term Expiring in 1997
<S> <C> <C> <C>
W. Harry Fullenwider 74 Attorney, Pollock, Fullenwider, 1957
Patterson and Thompson, P.A.,
Attorneys-at-Law
W. Harrell Johnson 72 Retired dentist 1959
Thomas F. Phillips 50 Automobile dealer and owner of 1985
Phillips Motor Company,
Carthage, North Carolina
John F. Burns 48 Executive Vice President, 1995
Secretary, Treasurer and Chief
Financial Officer of the
Company and the Bank
</TABLE>
Mr. Samuels is married to Mr. Causey's niece.
Meetings of the Board and Committees of the Board
The Board of Directors conducts its business through meetings of the
Board of Directors and through activities of its committees. The Board of
Directors has regular monthly meetings, and held 13 meetings in the fiscal year
ended June 30, 1996. No director attended fewer than 75% of the total number of
Board meetings and meetings of Board committees on which he served during the
year ended June 30, 1996.
The Executive Committee generally meets weekly, has primary
responsibility for approving loans and serves the role of the compensation
committee. This committee also has the power to act on behalf of the full Board
of Directors in the absence of a meeting of the entire Board of Directors. This
committee consists of W. Harry Fullenwider, Chairman, H. David Bruton, J. E.
Causey, Joe Montesanti, Jr. and William E. Samuels, Jr. During the fiscal year
ended June 30, 1996 the committee met 38 times.
The Audit Committee is responsible for supervising and consulting with
the internal auditor for the Company, maintaining proper internal controls and
meeting with the Company's independent auditing firm. This committee is composed
of directors H. A. Clayton, Chairman, Frank G. Hardister, W. Harrell Johnson and
Thomas E. Phillips. The Audit Committee met one time during the fiscal year
ended June 30, 1996.
6
<PAGE>
In addition, the Board of Directors appoints a nominating committee
each year prior to the annual meeting of shareholders to nominate persons for
election to the Board of Directors. This committee will consider nominees
recommended by shareholders if such recommendations are received by the
secretary of the Company in writing at least 120 days prior to the date of the
Company's annual shareholders' meeting. The composition of this committee varies
from year to year.
The Bank's board of directors has appointed two other standing
committees to which certain responsibilities have been delegated--the Investment
Committee and the Community Reinvestment Act Committee. The Board of Directors
and the Bank's board of directors appoint other committees of its members to
perform certain more limited functions from time to time and have appointed
committees to administer the various employee and director benefit plans which
have been established by the Bank.
Board of Directors of the Bank
The Bank also has a nine-member board of directors which is composed of
the same persons who are now directors of the Company, with the exception of Mr.
Burns who is not a director of the Bank.
Directors' Compensation
Directors' Fees. Members of the Board of Directors receive no fees or
compensation for their service. However, all members of the Board of Directors
are also directors of the Bank, with the exception of Mr. Burns who is not a
Bank director. During the fiscal year ended June 30, 1996, each member of the
Bank's board of directors received fees of $12,000 except for (i) J. E. Causey,
Chairman of the board of directors and member of the Executive Committee, who
received fees of $35,000 and (ii) the other members of the Executive Committee
(except Mr. Samuels) who received fees of $26,000. Mr. Samuels received annual
board fees of $12,000 per year. Mr. Samuels does not receive additional
compensation for serving on the Executive Committee.
In addition, during the fiscal year ended June 30, 1996, all of the
Bank's directors except Mr. Samuels received a cash bonus of $22,500, pursuant
to the Bank's Bonus Compensation Plan. Mr. Samuels and Mr. Burns received a
$36,000 and a $18,000 bonus, respectively, under the Bonus Compensation Plan
during the fiscal year ended June 30, 1996. The Bonus Compensation Plan provides
that additional incentive compensation will be payable quarterly to those
directors and officers who hold unexercised stock options issued pursuant to the
First Savings Bank of Moore County, Inc., SSB Non-qualified Stock Option Plan
for Directors and the First Savings Bank of Moore County, Inc., SSB Employee
Stock Option Plan. See "-- Directors Compensation -- Directors Stock Option
Plan" and "-- Employees Stock Option Plan." Under the Bonus Compensation Plan,
incentive compensation will be paid soon after the close of each of the
Company's fiscal quarters. The amount of incentive compensation awarded
quarterly to directors and officers under the Bonus Compensation Plan will be
equal to the number of shares subject to unexercised options granted under such
plans times the amount of dividends awarded per share of the Common Stock
outstanding during such immediately preceding fiscal quarter.
Directors Stock Option Plan. Members of the Board of Directors are
eligible recipients under the First Savings Bank of Moore County, Inc., SSB
Non-qualified Stock Option Plan for Directors (the "Directors Plan"). Pursuant
to the Directors Plan, 360,000 shares of the Common Stock have been reserved for
issuance upon the exercise of stock options which were granted to non-employee
directors under the Directors Plan. Of this amount, options to purchase 45,000
shares of the Common Stock have been granted
7
<PAGE>
to each member of the Board of Directors, other than Mr. Samuels and Mr. Burns,
who received no options under the Directors Plan. The options were granted to
directors in recognition of their past service to the Bank and as an incentive
for their continued performance. No cash consideration was paid for the options.
Options granted under the Directors Plan have an exercise price of
$10.00 per share, the fair market value of the underlying securities on the date
the options were granted. Options granted under the Directors Plan have a term
of ten years and are not transferable except upon death. However, if an optionee
ceases to be a director of the Bank for any reason other than death or
disability and prior to attaining age 70, he must exercise his options, if at
all, within three months thereafter. The options granted under the Directors
Plan became vested in the recipients and nonforfeitable when they were granted.
The Bank's board of directors can amend the Directors Plan at any time; however,
the Bank's board of directors cannot make any change which would deprive an
existing option holder of any of his rights without his consent. There are
limitations on the number of amendments which may occur with respect to certain
provisions of the Directors Plan. In addition, if the Bank desires for the Plan
to continue to satisfy the requirements of Rule 16b-3 under the Exchange Act,
shareholder approval is required for certain amendments to the Directors Plan.
Options granted pursuant to the Directors Plan do not qualify as
incentive stock options under Section 422 of the Internal Revenue Code of 1986,
as amended (the "Code") and are therefore non-qualified stock options. In
general, the holder of a non-qualified stock option will recognize compensation
income equal to the amount by which the fair market value of the Common Stock
received on the date of exercise exceeds the sum of the exercise price and any
amount paid for the non-qualified stock option. If the optionee elects to pay
the exercise price in whole or in part with the Common Stock, the optionee
generally will not recognize any gain or loss on the Common Stock surrendered in
payment of the exercise price. The Bank generally will not recognize any income
or be entitled to claim any deduction upon the grant of a non-qualified stock
option. At the time the optionee is required to recognize compensation income
upon the exercise of the non-qualified stock option, the Bank generally will be
entitled to claim a deduction in the amount equal to such compensation income.
Holders of unexercised options under the Directors Plan are also
entitled to receive bonus compensation paid pursuant to the Bank's Bonus
Compensation Plan.
Executive Officers
The Company has three executive officers (as such term is defined in
the federal securities laws). The following table sets forth certain information
with respect to those persons.
8
<PAGE>
<TABLE>
<CAPTION>
Employed By
Age on Positions and Occupations the Company
Name June 30, 1996 During Last Five Years Since
- - ---- ------------- ------------------------ ------
<S> <C> <C> <C>
William E. Samuels, 65 President and Chief Executive 1967
Jr. Officer of the Company and the
Bank
John F. Burns 48 Executive Vice President, 1972
Secretary, Treasurer and Chief
Financial Officer of the Company
and the Bank
Timothy S. Maples 35 Vice President, Controller and 1993
Internal Auditor of the Company
and the Bank/1/
</TABLE>
/1/Prior to his employment with the Bank, Mr. Maples served as a Vice
President/Commercial Lending Officer with Mid South Company (and its
predecessor, First Carolina Company) and prior to that, was a public
accountant with Deloitte & Touche LLP.
Management Compensation
Summary Compensation Table. Employees of the Company receive no
compensation for their service. However, the following table shows, for the
three fiscal years ending June 30, 1996, 1995, and 1994, the cash compensation
paid by the Bank, as well as certain other compensation paid or accrued for
those years, to William E. Samuels, Jr. and John F. Burns.
9
<PAGE>
<TABLE>
<CAPTION>
Annual Compensation
-------------------------------------------------------------
Name and Other Annual
Principal Position Year Salary Bonus Compensation
- - ------------------ ------ -------- ------- ------------
<S> <C> <C> <C> <C>
William E. Samuels, Jr., 1996 $150,000/(1)/ $55,738/(2)/ $ --
President, Chief Executive 1995 145,560/(1)/ 52,858/(2)/ --
Officer and Director of the 1994 141,120/(1)/ 11,266/(2)/ 197,784/(3)/
Company and Bank
John F. Burns, 1996 $ 93,000 $30,852/(7)/ $ --
Executive Vice President, 1995 89,625 29,412/(7)/ --
Secretary, Treasurer and Chief 1994 86,250 7,453/(7)/ 97,416/(8)/
Financial Officer of the
Company and Bank
- - ------------------------------
</TABLE>
<TABLE>
<CAPTION>
Long Term Compensation Awards All Other Compensation
----------------------------------------- ---------------------------
Securities Underlying
Restricted Options/Stock
Name and Stock Appreciation Rights
Principal Position Year Awards ("SARs") (in shares)
- - ------------------ ------ ------------ --------------------
<S> <C> <C> <C> <C>
William E. Samuels, Jr., 1996 $ -- -- $18,000/(6)/
President, Chief Executive 1995 -- -- 18,000/(6)/
Officer and Director of the 1994 241,200/(4)/ 72,000/(5)/ 22,025/(6)/
Company and Bank
John F. Burns, 1996 $ -- -- $14,921/(11)/
Executive Vice President, 1995 -- -- 13,689/(11)/
Secretary, Treasurer and Chief 1994 118,800/(9)/ 36,000/(10)/ 14,738/(11)/
Financial Officer of the
Company and Bank
- - ------------------------------
</TABLE>
/(1)/ Includes directors' fees from the Bank in the amount of $12,000.
/(2)/ Includes annual bonus of $36,000, $33,120 and $0 under Bonus Compen-
sation Plan in fiscal 1996, 1995 and 1994, respectively, and other
discretionary bonuses.
/(3)/ Consists of a cash bonus which was paid to recipients of stock awards
under the Bank's Management Recognition Plan in order to compensate
such recipients for the tax liability associated with such stock
awards. Other perquisites for each of the fiscal years reported did not
exceed the lesser of $50,000 or 10% of salary and bonus as reported for
Mr. Samuels.
/(4)/ Pursuant to the Bank's Management Recognition Plan, Mr. Samuels has
been awarded 24,120 shares of the Common Stock which had a market value
of $10.00 per share on the date of the grant (January 6, 1994). The
shares awarded were 100% vested at the time of grant and are not
subject to forfeiture. Mr. Samuels has all rights of ownership with
respect to such shares, including the right to receive dividends.
/(5)/ Mr. Samuels has been granted options to purchase 72,000 shares of the
Common Stock, pursuant to the First Savings Bank of Moore County, Inc.,
SSB Employee Stock Option Plan. The options entitle the recipients to
purchase, at any time during a period ending ten years from the date of
the grant, shares of the Common Stock in exchange for an exercise price
of $10.00 per share, which was the fair market value of the shares on
the date of the grant. 20% of the options vested on January 6, 1994,
the date of the grant, 10% vested on January 6, 1995 and on January 6,
1996, and 10% will vest on that same date of each year thereafter.
Options become 100% vested at retirement, death or disability. In
addition, options would automatically vest and may be exchanged for
cash payments in the event of a change in control of the Company.
/(6)/ Includes $10,164, $9,527 and $13,149 contributed or allocated by the
Bank pursuant to the Bank's defined contribution profit sharing plan
and $7,836, $8,473 and $8,875 contributed by the Bank pursuant to the
Bank's Employee Stock Ownership Plan during fiscal 1996, 1995 and 1994,
respectively.
/(7)/ Includes annual bonus of $18,000, $16,560 and $0 under Bonus
Compensation Plan in fiscal 1996, 1995 and 1994, respectively, and
other discretionary bonuses.
/(8)/ Consists of a cash bonus which was paid to recipients of stock awards
under the Bank's Management Recognition Plan in order to compensate
such recipients for the tax liability associated with such stock
awards. Other perquisites for each of the fiscal years reported did not
exceed the lesser of $50,000 or 10% of salary and bonus as reported for
Mr. Burns.
/(9)/ Pursuant to the Bank's Management Recognition Plan, Mr. Burns has been
awarded 11,880 shares of the Common Stock which had a market value of
$10.00 per share on the date of the grant (January 6, 1994). The shares
awarded were 100% vested at the time of grant and are not subject to
forfeiture. Mr. Burns has all rights of ownership with respect to such
shares, including the right to receive dividends.
/(10)/ Mr. Burns has been granted options to purchase 36,000 shares of the
Common Stock, pursuant to the First Savings Bank of Moore County, Inc.,
SSB Employee Stock Option Plan. The options entitle the recipients to
purchase, at any time during a period ending ten years from the date of
the grant, shares of the Common Stock in exchange for an exercise price
of $10.00 per share, which was the fair market value of the shares on
the date of the grant. 20% of the options vested on January 6, 1994,
the date of the grant, 10% vested on January 6, 1995 and on January 6,
1996, and 10% will vest on that same date of each year thereafter.
Options become 100% vested at retirement, death or disability. In
addition, options would automatically vest and may be exchanged for
cash payments in the event of a change in control of the Company.
/(11)/ Includes $8,425, $7,245 and $8,799 contributed or allocated by the Bank
pursuant to the Bank's defined contribution profit sharing plan and
$6,496, $6,444 and $5,939 contributed by the Bank pursuant to the
Bank's Employee Stock Ownership Plan during fiscal 1996, 1995 and 1994,
respectively.
10
<PAGE>
Employees Stock Option Plan. Pursuant to the First Savings Bank of
Moore County, Inc., SSB Employee Stock Option Plan (the "Employees Plan"),
360,000 shares of the Common Stock have been reserved for issuance upon the
exercise of options which could be granted under the Employees Plan. Eleven
officers of the Bank have been granted options to purchase 270,000 shares of the
Common Stock.
Options granted under the Employees Plan have a vesting schedule which
provides that 20% of the options granted vested automatically on January 6,
1994, and 10% vested or will vest on each subsequent anniversary date, so that
the options would be completely vested in eight years. Options become 100%
vested at retirement, death or disability, if earlier. In addition, options
granted under the Employees Plan immediately vest and may be exchanged for cash
payments upon a "change in control" of the Bank. The definition of "change in
control" in the Employees Plan is similar to that described below under the
heading "-- Employment Agreements."
The following table provides certain information with respect to the
number of shares of the Common Stock represented by outstanding stock options
held by Messrs. Samuels and Burns as of June 30, 1996. Also reported are the
value for "in-the-money" options which represents the positive spread between
the exercise price of existing stock options and the last sales price of the
Common Stock as of June 30, 1996 as reported on the Nasdaq National Market. No
options were exercised by either Mr. Samuels or Mr. Burns during the fiscal year
ended June 30, 1996.
<TABLE>
<CAPTION>
Aggregated Option/SAR Exercises in Last Fiscal Year
and Fiscal Year-End Option/SAR Values
Value of
Number of Securities Unexercised
Shares Underlying Unexercised in-the-Money
Acquired Value Options/SARs at Options/SARs at
Name on Exercise Realized Fiscal Year End/(1)/ Fiscal Year End/(2)/
- - ------------------- ------------- ---------- ------------------------ ---------------------------
<S> <C> <C> <C> <C> <C> <C>
Exercisable Unexercisable Exercisable Unexercisable
----------- ------------- ----------- -------------
William E. Samuels, Jr. 0 0 28,800 43,200/(3)/ $243,072 $364,608
John F. Burns 0 0 14,400 21,600 $121,536 $182,304
- - ------------------------
</TABLE>
/(1)/ 40% of the stock options were vested as of June 30, 1996.
/(2)/ The exercise price of the stock options is $10.00. On June 30, 1996,
the last sale price for the Common Stock as reported on the Nasdaq
National Market was $18.44.
/(3)/ Mr. Samuels is eligible to retire at any time and at such retirement
all remaining unexercisable shares would become exercisable.
Employment Agreements. The Bank has entered into employment agreements
with William E. Samuels, Jr., President and Chief Executive Officer, and John F.
Burns, Executive Vice President and Chief Financial Officer, in order to
establish their duties and compensation and to provide for their continued
employment with the Bank. Each of the agreements provides for an initial term of
employment of three years. Commencing on the first anniversary date and
continuing on each anniversary date thereafter, the agreements will be extended
for an additional year so that the remaining term will be three years unless
written notice of non-renewal is given by the Bank's board of directors after
conducting a performance evaluation of the employee. Mr. Samuels' agreement now
provides for an annual base salary of $138,000
11
<PAGE>
and Mr. Burns' agreement now provides for an annual base salary of $93,000. The
agreements also provide that the base salary shall be reviewed by the Board of
Directors not less often than annually. In the event of a change in control (as
defined below), the employees' base salaries must be increased by at least 5%
annually. In addition, the employment agreements provide for profitability and
discretionary bonuses and participation in other pension, profit-sharing or
retirement plans maintained by the Bank, as well as fringe benefits normally
associated with such employees' offices. The employment agreements provide that
they may be terminated by the Bank for cause, as defined in the agreements, and
that they may otherwise be terminated by the Bank (subject to vested rights) or
by the employees.
The employment agreements provide that if employment is terminated in
connection with, or within 24 months after, a change in control or if the nature
of the employees' compensation, duties or benefits are diminished following a
change in control, and the employees terminate their employment, the employees
will be entitled to receive compensation equal to 2.99 times their average
annual compensation for income tax purposes for the most recent five tax years
prior to the change in control, payable in lump sum or in equal monthly
payments. For purposes of the employment agreement, a change in control
generally will occur if (i) after the effective date of the employment
agreement, any "person" (as such term is defined in Sections 3(a)(9) and
13(d)(3) of the Exchange Act) directly or indirectly, acquires beneficial
ownership of voting stock, or acquires irrevocable proxies or any combination of
voting stock and irrevocable proxies, representing 25% or more of any class of
voting securities of the Company, or acquires in any manner control of the
election of a majority of the directors of the Company, (ii) the Company
consolidates or merges with or into another corporation, association or entity,
or is otherwise reorganized, where the Company is not the surviving corporation
in such transaction, or (iii) all or substantially all of the assets of the
Company are sold or otherwise transferred to or are acquired by any other entity
or group.
Payments under the employment agreements in the event of a change in
control may constitute excess parachute payments under Section 280G of the Code
resulting in the imposition of excise taxes on the recipients and denial of a
deduction to the Bank for all amounts in excess of the executives' average
annual compensation for the five tax years preceding the change in control. Each
agreement provides that benefits payable to the employee as a result of a change
in control will be modified or reduced to the extent deemed to be necessary by
the Bank's board of directors to avoid the imposition of excise taxes on the
employee or the disallowance of a deduction to the Bank.
Compensation Committee Interlocks and Insider Participation. The
Executive Committee of the Bank's board of directors serves the role of the
compensation committee. The executive committee determines the compensation of
the executive officers and the Bank's other employees. During the fiscal years
ended June 30, 1996, the executive committee consisted of W. Harry Fullenwider,
H. David Bruton, J. E. Causey, Joe Montesanti and William E. Samuels, Jr. Mr.
Samuels is also President and Chief Executive Officer of the Company and the
Bank. Mr. Samuels participates in decisions of the Bank's executive committee
and board of directors regarding compensation of all executive officers of the
Bank other than himself. Mr. Fullenwider's law firm, Pollock, Fullenwider,
Patterson & Thompson, P.A., from time to time has provided during the last
fiscal year, and expects to provide during the current fiscal year, legal
services to the Bank.
12
<PAGE>
Report of Compensation Committee on Executive Compensation. It is
the responsibility of the Bank's executive committee to review and evaluate
performance of the Bank's executive officers. The salary of each executive
officer, including Mr. Samuels, the Chief Executive Officer, is determined
based upon the executive officer's contributions to the Bank's overall
profitability, maintenance of regulatory compliance standards, professional
leadership, and management effectiveness in meeting the needs of day to day
operations. In addition, the executive officers of the Bank are eligible to
receive (i) discretionary bonuses based on profit--as are all other employees --
declared by the Bank's board of directors based upon after-tax net income of
the Bank and (ii) bonuses under the Bonus Compensation Plan.
H. David Bruton
J. E. Causey
W. Harry Fullenwider
Joe Montesanti
William E. Samuels, Jr.
13
<PAGE>
Performance Graph
The following graph compares the Company's cumulative shareholder
return on the Common Stock with a Nasdaq (U.S. companies) index and with a
savings institution peer group whose stock is quoted on Nasdaq. The graph was
prepared using data through June 28, 1996.
COMPARISON OF FIVE YEAR-CUMULATIVE TOTAL RETURNS
Performance Graph for
First Savings Bank of Moore County, Inc., SSB
Prepared by the Center for Research in Security Prices
Produced on 08/12/96 including data to 06/28/96
<TABLE>
<CAPTION>
Date Company Index Market Index Peer Index
----- ------------- ------------ ----------
<S> <C> <C> <C>
06/28/91 59.602 39.150
07/31/91 63.131 42.141
08/30/91 66.270 44.131
09/30/91 66.513 44.062
10/31/91 68.712 44.485
11/29/91 66.405 43.053
12/31/91 74.518 45.939
01/31/92 78.875 49.383
02/28/92 80.662 50.540
03/31/92 76.855 51.756
04/30/92 73.559 54.485
05/29/92 74.514 55.087
06/30/92 71.601 57.924
07/31/92 74.138 61.860
08/31/92 71.872 60.307
09/30/92 74.543 61.426
10/30/92 77.479 63.387
11/30/92 83.644 67.374
12/31/92 86.723 71.658
01/29/93 89.191 76.764
02/26/93 85.864 79.776
03/31/93 88.349 84.232
04/30/93 84.578 83.518
05/28/93 89.631 81.083
06/30/93 90.045 84.991
07/30/93 80.l52 91.001
08/31/93 ` 94.811 95.842
09/30/93 97.635 100.150
10/29/93 99.829 100.760
11/30/93 96.852 97.737
13/21/93 99.551 100.547
01/06/94 100.000 100.000 100.000
01/31/94 100.893 102.573 103.044
02/28/94 102.679 101.615 101.904
03/31/94 101.766 95.365 98.362
04/29/94 107.143 94.127 101.712
05/31/94 108.929 94.357 109.043
06/30/94 126.087 90.906 112.167
07/29/94 131.491 92.771 114.744
08/31/94 135.093 98.685 117.490
09/30/94 140.756 98.433 115.155
10/31/94 129.441 100.367 108.527
11/30/94 122.199 97.038 101.481
12/30/94 116.565 97.311 102.558
01/31/95 114.744 97.856 107.954
02/28/95 118.387 103.031 114.853
03/31/95 122.837 106.084 115.549
04/28/95 120.087 109.424 119.822
05/31/95 122.837 112.248 121.984
06/30/95 134.160 121.343 126.067
07/31/95 134.160 130.258 131.263
08/31/95 141.614 132.894 144.466
09/29/95 144.371 135.951 147.334
10/31/95 149.996 135.174 145.306
11/30/95 146.246 138.345 150.313
12/29/95 134.494 137.604 153.722
01/31/96 145.347 138.278 152.082
02/29/96 138.741 143.550 155.159
03/29/96 138.953 144.018 157.922
04/30/96 145.615 155.968 160.559
05/31/96 146.567 163.144 161.536
06/28/96 143.751 155.784 161.827
</TABLE>
<TABLE> <CAPTION>
- - ------------------------------------------------------------------------------------------------------------------------------------
Legend
Symbol CRSP Total Returns Index for: 06/28/91 06/30/92 06/30/93 06/30/94 06/30/95 06/28/96
- - ------ ---------------------------- -------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
_______ . First Savings Bank of Moore County, Inc., SSB 126.1 134.2 143.8
...___. (star) Nasdaq Stock Market (US Companies) 59.6 71.6 90.0 90.0 121.3 155.8
- - ------- (triangle) NASDAQ Stocks (SIC 6030-6039 US Companies) 39.1 57.9 85.0 112.2 126.1 161.8
Savings Institutions
Notes:
A. The lines represent monthly index levels derived from compounded daily returns that include all dividends.
B. The indexes are reweighed daily, using the market capitalization on the previous trading day.
C. If the monthly interval, based on the fiscal year-end, is not a trading day, the preceding tading day is used.
D. The index level for all series was set to $100.00 on 01/06/94.
- - ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
14
<PAGE>
Certain Indebtedness and Transactions of Management
The Bank makes loans to its executive officers and directors in the
ordinary course of its business. These loans are currently made on substantially
the same terms, including interest rates, collateral and repayment terms, as
those then prevailing for comparable transactions with nonaffiliated persons,
and do not involve more than the normal risk of collectibility or present any
other unfavorable features. Applicable regulations prohibit the Bank from making
loans to its executive officers and directors at terms more favorable than could
be obtained by persons not affiliated with the Bank. The Bank's policy
concerning loans to executive officers and directors currently complies with
such regulations.
PROPOSAL 2
RATIFICATION OF SELECTION OF INDEPENDENT AUDITOR
Deloitte & Touche LLP was the Company's independent auditor for the
year ended June 30, 1996. Dixon, Odom & Co., L.L.P. has been selected as the
Company's independent auditor for the year ending June 30, 1997. Such selection
is being submitted to the Company's shareholders for ratification.
Representatives of Deloitte & Touche LLP and Dixon, Odom & Co., L.L.P. are
expected to attend the Meeting and will be afforded an opportunity to make a
statement, if they so desire, and to respond to appropriate questions from
shareholders.
As of August 29, 1996, Dixon, Odom & Co., L.L.P. has been engaged as
the Company's new independent auditor. The decision to change independent
auditors was based on several factors, including location and cost, and was
approved by the Executive Committee. Deloitte & Touche LLP's report on the
Company's financial statements for the fiscal years ended June 30, 1996 and 1995
did not contain an adverse opinion or disclaimer of opinion and was not
qualified or modified as to uncertainty, audit scope or accounting principles.
During such year and the subsequent interim period through August 29, 1996,
there were no disagreements between the Company and Deloitte & Touche LLP on any
matter of accounting principles of practice, financial statement disclosure or
auditing scope or procedure which, if not resolved to the satisfaction of such
auditor, would have caused it to make reference to the subject of such
disagreement in connection with its reports. During its two most recent fiscal
years and the subsequent interim period ended August 29, 1996, the Company has
not consulted Dixon, Odom & Co., L.L.P. with regard to either: (i) application
of accounting principles to a specified transaction, either completed or
proposed; or the type of audit opinion that might be rendered on the Company's
financial statements, or (ii) any matter that was either the subject of a
disagreement or a reportable event.
The Board of Directors recommends that the shareholders vote for
ratification of the selection of Dixon, Odom & Co., L.L.P. as independent
auditor for the Company for the fiscal year ending June 30, 1997.
15
<PAGE>
PROPOSALS FOR 1997 ANNUAL SHAREHOLDERS' MEETING
It is presently anticipated that the 1997 Annual Meeting of
Shareholders will be held in October of 1997. In order for shareholder proposals
to be included in the proxy materials for that meeting, such proposals must be
received by the Secretary of the Company at the Company's principal executive
office not later than June 26, 1997, and meet all other applicable requirements
for inclusion therein.
The Company's bylaws provide that, in order to be eligible for
consideration at the annual meeting of shareholders, all nominations of
directors, other than those made by the Company's Board of Directors, must be
made in writing and must be delivered to the Secretary of the Company not less
than 30 days nor more than 50 days prior to the meeting at which such
nominations will be made; provided, however, if less than 21 days notice of the
meeting is given to shareholders, such nominations must be delivered to the
Secretary of the Company not later than the close of business on the seventh day
following the day on which the notice of meeting was mailed.
OTHER MATTERS
Management knows of no other matters to be presented for consideration
at the Meeting or any adjournments thereof. If any other matters shall properly
come before the Meeting, it is intended that the proxyholders named in the
enclosed form of proxy will vote the shares represented thereby in accordance
with their judgment, pursuant to the discretionary authority granted therein.
MISCELLANEOUS
The Annual Report of the Company for the year ended June 30, 1996,
which includes financial statements audited and reported upon by the Company's
independent auditor, is being mailed along with this Proxy Statement; however,
it is not intended that the Annual Report be a part of this Proxy Statement or a
solicitation of proxies.
THE FORM 10-K FILED BY THE COMPANY WITH THE SEC, INCLUDING THE
FINANCIAL STATEMENTS AND SCHEDULES THERETO, WILL BE PROVIDED FREE OF CHARGE UPON
WRITTEN REQUEST DIRECTED TO: FIRST SAVINGS BANCORP, INC., POST OFFICE BOX 1657,
205 S.E. BROAD STREET, SOUTHERN PINES, NORTH CAROLINA 28388-1657, ATTENTION:
WILLIAM E. SAMUELS, JR.
By Order of the Board of Directors,
John F. Burns
Secretary
Southern Pines, North Carolina
September 18, 1996
16
<PAGE>
FIRST SAVINGS BANCORP, INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
FOR ANNUAL MEETING OF STOCKHOLDERS
OCTOBER 23, 1996
The undersigned hereby appoints
--------------------------------------------
and
- - -----------------------------------------------------------------------------
and each or any of them proxies, with power of
- - ------------------------
substitution, to vote all shares of the undersigned at the Annual Meeting of
Stockholders of First Savings Bancorp, Inc. (the "Company") to be held on
October 23, 1996, at 10:00 a.m., at the Holiday Inn, U.S. Highway 1 By-Pass,
Southern Pines, N.C. or at any adjournment thereof, upon the matters set forth
in the Proxy Statement for such meeting, and in their discretion, on such other
business as may properly come before the meeting, as follows:
1. ELECTION OF DIRECTORS [_]FOR ALL NOMINEES listed below
(except as written to the contrary below)
[_]WITHHOLD AUTHORITY
(to vote for all listed nominees)
Term Ending at 1999 Annual Meeting H. David Bruton, Joe Montesanti, Jr.
and Frank G. Hardister
(To withhold authority to vote for any individual nominee, write the
nominee's name on the line below:)
---------------------------------------------------------------------------
2. To ratify the selection of Dixon, Odom & Co., LLP as the independent auditor
for the Company for the fiscal year ending June 30, 1997.
[_] FOR [_] AGAINST [_] ABSTAIN
IF PROPERLY MARKED, DATED, SIGNED AND RETURNED, THIS PROXY WILL BE VOTED AS
DIRECTED, BUT IF NO INSTRUCTIONS ARE SPECIFIED, THIS PROXY WILL BE VOTED FOR THE
PROPOSALS STATED. IF INSTRUCTIONS ARE GIVEN WITH RESPECT TO SOME BUT NOT ALL
PROPOSALS, SUCH INSTRUCTIONS AS ARE GIVEN WILL BE FOLLOWED, BUT THE PROXY WILL
BE VOTED FOR THE PROPOSALS AS TO WHICH NO INSTRUCTIONS ARE GIVEN. IF ANY OTHER
BUSINESS IS PRESENTED AT SUCH 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.
(Continued and to be signed on the other side)
<PAGE>
(Continued from the other side)
A PROXY MAY BE REVOKED AT ANY TIME PRIOR TO ITS EXERCISE BY THE FILING OF A
WRITTEN NOTICE OF REVOCATION WITH THE SECRETARY OF THE COMPANY, BY DELIVERING TO
THE COMPANY A DULY EXECUTED PROXY BEARING A LATER DATE, OR BY ATTENDING THE
ANNUAL MEETING AND VOTING IN PERSON.
- - --------------------------------------------------------------------------------
The undersigned acknowledges receipt from the Company prior to the
execution of this proxy of a Notice of Annual Meeting of Stockholders and of a
Proxy Statement.
Dated:
-------------------------, 1996
-------------------------------------
Signature
-------------------------------------
Signature if held jointly
NOTE: When shares are held by joint
tenants, both should sign. Persons
signing as Executor, Administrator,
Trustee, etc. should so indicate.
Please sign exactly as the name
appears on the proxy.
PLEASE MARK, SIGN AND RETURN THIS PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.
