<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 RULE 14a-6(e)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to (S)240.14a-11(c) or (S)240.14a-12
SOUTHWEST 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] No fee required.
[_] 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.:
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(3) Filing Party:
-----------------------------------------------------------------------
(4) Date Filed:
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Notes:
<PAGE>
[COMPANY LETTERHEAD]
March 20, 1997
Dear Fellow Stockholder:
We invite you to attend the 1997 Annual Meeting of the Stockholders of
Southwest Bancorp, Inc. (the "Company") to be held in the Auditorium, Room 215,
of the Stillwater Public Library, 1107 South Duck Street, Stillwater, Oklahoma
on Thursday, April 24, 1997 at 11:00 a.m., Central Time.
The Annual Meeting has been called for the election of directors and to
consider any other matters as may properly come before the Annual Meeting or any
adjournments. Enclosed is a proxy statement, a proxy card and an Annual Report
to Stockholders for 1996. Directors and officers of the Company, as well as
representatives of Deloitte & Touche LLP, the Company's independent auditors,
will be present to respond to any questions the stockholders may have.
You are cordially invited to attend the Annual Meeting. WE URGE YOU TO
SIGN, DATE AND RETURN THE ENCLOSED PROXY CARD AS SOON AS POSSIBLE EVEN IF YOU
CURRENTLY PLAN TO ATTEND THE ANNUAL MEETING. This will not prevent you from
voting in person but will assure that your vote is counted if you are unable to
attend the meeting.
In addition, the Company plans to hold a reception and dinner for its
stockholders the evening of Wednesday, April 23, 1997, at 6:30 p.m. in
Stillwater, Oklahoma. If you plan to attend this reception and dinner please
fill out the enclosed card and return it to us by April 14, 1997 so we may make
the proper arrangements.
Sincerely,
/s/ Robert L. McCormick, Jr.
Robert L. McCormick, Jr.
President
<PAGE>
- --------------------------------------------------------------------------------
SOUTHWEST BANCORP, INC.
608 SOUTH MAIN STREET
STILLWATER, OKLAHOMA 74074
(405) 372-2230
- --------------------------------------------------------------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON APRIL 24, 1997
- --------------------------------------------------------------------------------
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders (the
"Annual Meeting") of Southwest Bancorp, Inc. (the "Company"), will be held in
the Auditorium, Room 215, of the Stillwater Public Library, 1107 South Duck
Street, Stillwater, Oklahoma at 11:00 a.m., Central Time, on Thursday, April 24,
1997.
A Proxy Card and a Proxy Statement for the Annual Meeting are
enclosed.
The Annual Meeting is for the purpose of considering and acting upon:
1. The election of five directors of the Company; and
2. The transaction of such other matters as may properly come before the
Annual Meeting or any adjournments thereof.
Note: The Board of Directors is not aware of any other business to come
before the Annual Meeting.
Any action may be taken on any one of the foregoing proposals at the Annual
Meeting on the date specified above or on any date or dates to which, by
original or later adjournment, the Annual Meeting may be adjourned.
Stockholders of record at the close of business on March 10, 1997, are the
stockholders entitled to notice of and to vote at the Annual Meeting and any
adjournments thereof.
A complete list of stockholders entitled to vote at the Annual Meeting will
be open for examination by any stockholder for any purpose germane to the Annual
Meeting during ordinary business hours at the Company's main office during the
ten days prior to the Annual Meeting.
You are requested to fill in and sign the enclosed form of proxy, which is
solicited by 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 Annual
Meeting in person.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Deborah T. Bradley
DEBORAH T. BRADLEY
SECRETARY
Stillwater, Oklahoma
March 20, 1997
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IMPORTANT: THE PROMPT RETURN OF PROXIES WILL SAVE YOUR COMPANY THE EXPENSE OF
FURTHER REQUESTS FOR PROXIES IN ORDER TO ENSURE A QUORUM. A SELF-ADDRESSED
ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE. NO POSTAGE IS REQUIRED IF MAILED IN
THE UNITED STATES.
- -------------------------------------------------------------------------------
<PAGE>
- --------------------------------------------------------------------------------
PROXY STATEMENT
OF
SOUTHWEST BANCORP, INC.
608 SOUTH MAIN STREET
STILLWATER, OKLAHOMA 74074
ANNUAL MEETING OF STOCKHOLDERS
APRIL 24, 1997
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- --------------------------------------------------------------------------------
GENERAL
- --------------------------------------------------------------------------------
This Proxy Statement is furnished in connection with the solicitation
of proxies by the Board of Directors of Southwest Bancorp, Inc. (hereinafter
called the "Company") to be used at the 1997 Annual Meeting of Stock holders of
the Company (hereinafter called the "Annual Meeting"), which will be held in the
Auditorium, Room 215, of the Stillwater Public Library, 1107 South Duck Street,
Stillwater, Oklahoma on Thursday, April 24, 1997, at 11:00 a.m., Central Time.
The accompanying Notice of Annual Meeting and form of proxy and this Proxy
Statement are first being mailed to stockholders on or about March 20, 1997.
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VOTING AND REVOCABILITY OF PROXIES
- --------------------------------------------------------------------------------
Proxies solicited by the Board of Directors of the Company will be
voted in accordance with the directions given therein. WHERE NO INSTRUCTIONS
ARE INDICATED, PROXIES WILL BE VOTED FOR THE NOMINEES FOR DIRECTORS SET FORTH
BELOW. The proxy confers discretionary authority on the persons named therein to
vote with respect to the election of any person as a director where the nominee
is unable to serve or for good cause will not serve, and with respect to matters
incident to the conduct of the Annual Meeting. If any other business is
presented at the Annual Meeting, proxies will be voted by those named therein in
accordance with the determination of a majority of the Board of Directors.
Proxies marked as abstentions will not be counted as votes cast. In addition,
shares held in street name which have been designated by brokers on proxy cards
as not voted will not be counted as votes cast. Proxies marked as abstentions
or as broker no votes, however, will be treated as shares present for purposes
of determining whether a quorum is present.
Stockholders who execute proxies retain the right to revoke them at
any time. Unless so revoked, the shares represented by properly executed
proxies will be voted at the Annual Meeting and all adjournments thereof.
Proxies may be revoked by written notice to the Secretary of the Company at the
address above or by the filing of a later dated proxy prior to a vote being
taken on a particular proposal at the Annual Meeting. A proxy will not be voted
if a stockholder attends the Annual Meeting and votes in person. The presence
of a stockholder at the Annual Meeting alone will not revoke such stockholder's
proxy.
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VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
- --------------------------------------------------------------------------------
The only class of securities entitled to vote at the Annual Meeting
consists of the Company's common stock, $1.00 par value per share (the "Common
Stock"). Stockholder's of the Company's 9.20% Redeemable, Cumulative Preferred
Stock, Series A (the "Preferred Stock") are not entitled to vote at the Annual
Meeting. Common stockholders of record as of the close of business on March 10,
1997 (the "Record Date") are entitled to one vote for each share of Common Stock
then held, except in the election of directors, where common stockholders are
permitted to cumulate their votes. As of the Record Date, there were 3,766,515
shares of Common Stock issued and outstanding.
<PAGE>
Persons and groups beneficially owning in excess of 5% of the Common
Stock or in excess of 5% of the Preferred Stock are required to file certain
reports with respect to such ownership pursuant to the Securities Exchange Act
of 1934, as amended (the "Exchange Act"). The following table sets forth, as of
the most recent practicable date, certain information as to the Common Stock and
Preferred Stock beneficially owned by all persons who have filed the reports
required of persons beneficially owning more than 5% of the Common Stock or
Preferred Stock or who were known to the Company to beneficially own more than
5% of the Common Stock or Preferred Stock outstanding.
<TABLE>
<CAPTION>
AMOUNT AND NATURE PERCENT OF
OF BENEFICIAL SHARES
NAME OWNERSHIP (1) OUTSTANDING
- ------------------------------------- ------------------ ------------
<S> <C> <C>
Common Stock
George M. Berry 244,380 (2) 6.0%
Joyce P. Berry 229,940 (3) 6.1%
Paul C. Wise 735,311 (4) 19.5%
American Fidelity Assurance Company 343,918 (5) 9.1%
John Hancock Advisors, Inc. 215,500 (6) 5.7%
Stillwater National Bank
and Trust Company 258,600 (7) 6.9%
Preferred Stock
George M. Berry 1,000 *
Joyce P. Berry 400 *
</TABLE>
* Less than 1% of shares outstanding.
- -------------------------------------
(1) In accordance with Rule 13d-3 under the Exchange Act, a person is deemed to
be the beneficial owner, for purposes of this table, of any shares of
Common Stock or Preferred Stock if he or she has or shares voting or
investment power with respect to such Common Stock or Preferred Stock or
has a right to acquire beneficial ownership at any time within 60 days from
the Record Date. As used herein, "voting power" is the power to vote or
direct the voting of shares and "investment power" is the power to dispose
or direct the disposition of shares. Except as otherwise noted, ownership
is direct, and the named persons exercise sole voting and investment power
over the shares of the Common Stock or Preferred Stock.
(2) Includes 210,000 shares held by George M. Berry Revocable Inter Vivos Trust
and 25,000 shares held by Monica B. Berry Trust. The address of Mr. Berry
is 402 South Willis, Stillwater, Oklahoma 74074. Does not include shares
held by his children as to which he disclaims beneficial ownership.
(3) The address of Joyce P. Berry is 312 South Willis, Stillwater, Oklahoma
74074. Does not include shares held by her children as to which she
disclaims beneficial ownership. Includes 7,547 shares held by the Berry
Charitable Trust.
(4) Excludes any shares owned by his son, James B. Wise, M.D. as to which he
disclaims beneficial ownership. The address of Paul C. Wise is the
Stillwater National Bank and Trust Company, Box 1988, Stillwater, Oklahoma
74076.
(Footnotes continued on following page)
-2-
<PAGE>
(5) American Fidelity Assurance Company is a subsidiary of American Fidelity
Corporation ( "AFC") which in turn is controlled by Cameron Enterprises, A
Limited Partnership ("CELP").The general partners of CELP are Lynda L.
Cameron, William M. Cameron, Theodore M. Elam, and, as trustees, certain
officers of the Bank of Oklahoma, N.A.. The Address of American Fidelity
Assurance Company, AFC, and CELP is 2000 Classen Center, Oklahoma City,
Oklahoma 73106.
(6) John Hancock Advisors, Inc. is a subsidiary of The Berkley Financial Group,
John Hancock Subsidiaries, Inc. and John Hancock Mutual Life Insurance
Company. The principal business address of John Hancock Advisors, Inc. is
101 Huntington Avenue, Boston, Massachusetts 02199.
(7) Includes shares held in various trusts for which Stillwater National Bank
and Trust Company acts as trustee and over which it has sole or shared
dispositive power. Includes 210,000 shares held by the George M. Berry
Revocable Inter Vivos Trust. The address of Stillwater National Bank and
Trust Company is 608 South Main Street, Stillwater, Oklahoma 74074.
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PROPOSAL I -- ELECTION OF DIRECTORS
- --------------------------------------------------------------------------------
The Company's Board of Directors is currently composed of fourteen members.
Under the Company's Certificate of Incorporation, directors of the Company are
divided into three classes and elected for terms of three years and until their
successors are elected and qualified. At the Annual Meeting, five directors
will be elected for terms expiring at the 2000 Annual Meeting. The Board of
Directors has nominated for election George M. Berry, Joyce P. Berry, Joe Berry
Cannon, Robert B. Rodgers, and Paul C. Wise, all of whom are currently
directors, each to serve for a term of three years and until his successor is
elected and qualified. Under Oklahoma law, directors are elected by a
plurality of the votes present in person or represented by proxy at the Annual
Meeting and entitled to vote on the election of directors.
Each stockholder voting in the election of directors is entitled to
cumulate his or her votes by multiplying the number of shares of Common Stock
owned of record by the stockholder on the Record Date by the number of directors
to be elected. Each stockholder is then entitled to cast his or her total
cumulated votes for one nominee or distribute his or her votes among any number
of the nominees being voted on at the Annual Meeting. Stockholders, however,
may not cumulate their votes on the form of proxy solicited by the Board of
Directors. In order to cumulate votes, stockholders must attend the meeting and
vote in person or make arrangements with their own proxies. UNLESS OTHERWISE
SPECIFIED IN THE PROXY, HOWEVER, THE RIGHT IS RESERVED, IN THE SOLE DISCRETION
OF THE BOARD OF DIRECTORS, TO VOTE CUMULATIVELY, AND TO DISTRIBUTE VOTES AMONG
SOME OR ALL OF THE NOMINEES OF THE BOARD OF DIRECTORS IN A MANNER OTHER THAN
EQUALLY SO AS TO ELECT AS DIRECTORS THE MAXIMUM POSSIBLE NUMBER OF SUCH
NOMINEES.
It is intended that the persons named in the proxies solicited by the Board
of Directors will vote for the election of the named nominees. If any nominee
is unable to serve, the shares represented by all properly executed proxies that
have not been revoked will be voted for the election of such substitute as the
Board of Directors may recommend or the size of the Board of Directors may be
reduced to eliminate the vacancy. At this time, the Board knows of no reason
why any nominee might be unavailable to serve.
-3-
<PAGE>
The following table sets forth, for each nominee and each continuing
director, his or her name, age as of the Record Date, the year he or she first
became a director of the Company, and the year of expiration of his or her
current term as director. Each director of the Company is also a member of the
Board of Directors of the Company's wholly owned subsidiary, Stillwater National
Bank and Trust Company (the "Bank").
<TABLE>
<CAPTION>
YEAR FIRST
AGE AS ELECTED AS TERM
OF THE DIRECTOR OF CURRENTLY
NAME RECORD DATE THE COMPANY EXPIRES
- ------------------------------- ----------- ----------- ---------
BOARD NOMINEES FOR TERMS TO EXPIRE AT 2000 ANNUAL MEETING
<S> <C> <C> <C>
George M. Berry 81 1981 1997
Joyce P. Berry 74 1981 1997
Joe Berry Cannon 60 1981 1997
Robert B. Rodgers 43 1996 1997
Paul C. Wise 91 1981 1997
<CAPTION>
DIRECTORS CONTINUING IN OFFICE
<S> <C> <C> <C>
Thomas D. Berry 53 1981 1998
W. Haskell Cudd 89 1981 1998
David P. Lambert 57 1981 1998
Linford R. Pitts 59 1981 1998
J. Berry Harrison 58 1991 1999
Erd M. Johnson 67 1988 1999
Robert L. McCormick, Jr. 62 1981 1999
Lee A. Wise 38 1996 1999
James B. Wise, MD 60 1981 1999
</TABLE>
Presented below is certain information concerning the directors of the
Company. Unless otherwise stated, all directors have held the positions
indicated for at least the past five years. Except as set forth below, there
are no family relationships closer than first cousin among directors and
executive officers.
Robert L. McCormick, Jr. has been a director and Chief Executive
Officer of the Company since its inception in 1981. He has been President,
Chief Executive Officer and a director of the Bank since 1970. He is presently
a Regent, Oklahoma State Regents for Higher Education, and Vice Chairman of Task
Force 2000, a task force organized by the Governor of Oklahoma to reform the
common education system. He has served as President of the Independent Bankers
Association of America; President, Independent Bankers Association of Oklahoma;
President of the Board of Directors Stillwater Chamber of Commerce; Chairman and
President of the Board of Directors for the Oklahoma Academy for State Goals;
Chairman of the State Chamber, Oklahoma's Association of Business and Industry;
Chairman of the Board of Trustees of the Oklahoma State University Foundation;
1991 Drive Chairman for the Stillwater United Way; and was 1990 Citizen of the
Year of the Stillwater Chamber of Commerce.
George M. Berry has been a director of the Company since its inception
in 1981, and is also serving as Chairman of the Board of the Bank. Mr. Berry
has been a director of the Bank since 1954. His principal occupation is
personal investments. He is on the Board of Trustees of Sheerar Museum, a
director of the Friends of Music Oklahoma State University, a lifetime member of
the Advisory Board of the Salvation Army, and is on American Legion Honors
Detail. Robert B. Rodgers and J. Berry Harrison are his nephews and Joyce P.
Berry is his sister-in-law.
-4-
<PAGE>
Paul C. Wise has been a director of the Company since its inception in
1981, has been Executive Vice President of the Company since 1981, and served as
Corporate Secretary of the Company from 1981 until January 1996. He also serves
as Executive Vice President and Cashier of the Bank, which he joined in 1927.
Mr. Wise has been a director of the Bank since 1936. He has been a director and
Corporate Secretary of Stillwater Milling Co., Stillwater, Oklahoma during the
last five years. Mr. Wise is a Past President of the Chamber of Commerce and of
the Stillwater Lions Club. James B. Wise is his son and Lee A. Wise is his
granddaughter.
Joyce P. Berry has served as a director of the Company since its
inception in 1981 and is a member of its Audit Committee. She has been a
director of the Bank since 1978. Her principal occupation is personal
investments. Robert B. Rodgers and J. Berry Harrison are her nephews and George
M. Berry is her brother-in-law.
Thomas D. Berry has been a director of the Company since its inception
in 1981 and a member of the Compensation Committee. He has been a director of
the Bank since 1978. He is involved in oil and gas exploration in North Central
Oklahoma, and is an Auctioneer and Real Estate Broker in Stillwater, Oklahoma.
Joe Berry Cannon has been a director of the Company since its
inception in 1981 and a director of the Bank since 1961. He is a Professor of
Management at Oral Roberts University School of Business in Tulsa, Oklahoma.
Mr. Cannon served as Chairman, President, Chief Executive Officer and Senior
Trust Officer of First National Bank and Trust Co. in Blackwell, Oklahoma from
1968-1991. He has been a member of the Kiwanis Club, a member of the Methodist
Church Board of Directors, and a member of the American and Oklahoma Bar
Associations.
William Haskell Cudd has been a director of the Company since its
inception in 1981 and a director of the Bank since 1947. He has been employed
by Stillwater Milling Company since 1933 and became a director in 1935 and Vice-
President and Manager of Operations in 1937. In 1966, he became President and
Chief Executive Officer of Stillwater Milling Company. Mr. Cudd has served as
president of the Oklahoma Millers Association and president of the Oklahoma Feed
Manufacturers Association. At the present time, he serves as director of the
American Feed Industry Association. Mr. Cudd was inducted into the Oklahoma
State University College of Business Hall of Fame and is a member of the
Stillwater Chamber of Commerce.
J. Berry Harrison has been a director of the Company since 1991, and
is a member of the Audit Committee. He is currently an Oklahoma State Senator,
and has been a rancher and farmer in Ponca City, Oklahoma since 1962. Mr.
Harrison serves as Conservation District Director of Osage County, President of
the Oklahoma Association of Conservation Districts, and is a member of many
other civic groups in his Senate District. George M. Berry is his uncle, Joyce
P. Berry is his aunt, and Robert B. Rodgers is his cousin.
Erd M. Johnson has been a director of the Company since 1988, and is a
member of the Compensation Committee. He is presently Operating Partner of
Johnson Oil Partnership, Midland, Texas. Mr. Johnson is a retired Petroleum
Engineer and was Operating Partner of Johnson Ranch, Fairfax, Oklahoma prior to
its liquidation in 1997. Mr. Johnson served from 1984-87 as a director of
Beefmaster Breeders Universal, and from 1987-89 as its Treasurer. Mr. Johnson
is a former Trustee and Treasurer of Trinity School of Midland, Texas and a
former director and president of The Racquet Club, Midland, Texas.
David P. Lambert has been a director of the Company since its
inception in 1981 and is a member of the Audit Committee. He has been a
director of the Bank since 1979. He has also served as President and Chief
Executive Officer of Lambert Construction Company, Stillwater, Oklahoma since
1974, and is a Trustee of Stillwater Industrial Foundation, a Trustee of the
Oklahoma Construction Advancement Foundation, and a Director of the Stillwater
Chamber of Commerce.
Linford R. Pitts has been a director of the Company since its
inception in 1981, and is the chairman of the Audit Committee and a member of
the Compensation Committee. He has been a director of the Bank since 1977. He
is currently President of Stillwater Transfer & Storage Company in Stillwater,
Oklahoma, and invests in real estate and in oil and gas properties. Mr. Pitts
is a member of the Past Presidents Council of the Stillwater Chamber of
Commerce.
-5-
<PAGE>
Robert B. Rodgers has been a director of the Company and the Bank
since February 1996. His father, James W. Rodgers, Jr., resigned as a director
of the Company and the Bank in January 1996 due to ill health. Robert B. Rodgers
is president of Perry and Rodgers Motor Company in Pauls Valley, Oklahoma, and
is owner of Rapid Roberts Enterprises. He is director and former president and
chairman of the board of directors of CDI II insurance, a credit life insurance
company headquartered in Oklahoma City, Oklahoma. Mr. Rodgers also serves on the
board of directors and is Regional Vice President of the Oklahoma Auto Dealers
Association. In 1992, he received the Oklahoma Auto Dealers Presidents Award for
outstanding dealership operations in Oklahoma. George M. Berry is his uncle,
Joyce P. Berry is his aunt, and J. Berry Harrison is his cousin.
James B. Wise, M.D. has been a director of the Company since its
inception in 1981, and is chairman of the Compensation Committee and a member of
the Audit Committee. He has been a director of the Bank since 1981. Dr. Wise
is an Ophthalmologist and Eye Surgeon in Oklahoma City, Oklahoma and is serving
as a director of Stillwater Milling Company. He has written many research
papers on the subject of glaucoma surgery, glaucoma laser surgery and improving
eye care worldwide. He holds a patent on the widely used Wise laser iridotomy
lens. He is the owner of Long View Ranch, a diversified farming, cattle
ranching, and catfish production farm. He has served on the Centennial Advisory
Committee of Oklahoma State University, and has established the James & Verena
Wise Endowment Fund for Student Assistants of Oklahoma State University Library.
Paul C. Wise is his father and Lee A. Wise is his daughter.
Lee A. Wise has been a director of the Company since March 1996. Ms.
Wise is a doctoral candidate in computer science at the University of Oklahoma.
She is a graduate of Wesleyan University of Middletown, Connecticut
(undergraduate) and University of Oklahoma College of Law (law), and is a member
of the Oklahoma bar. Prior to engaging in her current studies, Ms. Wise was
engaged in the private practice of law in Oklahoma City, Oklahoma for ten years.
Her civic activities include charitable legal services and public legal
education. James B. Wise, M.D. is her father and Paul C. Wise is her
grandfather.
- --------------------------------------------------------------------------------
MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS
- --------------------------------------------------------------------------------
The Company's Board of Directors conducts its business through
meetings of the Board and of its committees. The Board of Directors of the
Company meets monthly and may have additional special meetings. During the year
ended December 31, 1996, the Board met twelve times. No director attended fewer
than 75% in the aggregate of the total number of Board meetings held during the
year ended December 31, 1996 and the total number of meetings held by committees
on which he or she served during such year.
The Company's Board of Directors has a standing Audit Committee
composed of Joyce P. Berry, J. Berry Harrison, David P. Lambert, Linford R.
Pitts, Chairman, and James B. Wise. The Board of Directors does not have a
standing nomination committee. The full Board of Directors performs this
function. The Board of Directors will consider nominees recommended by
stockholders, but has not established any procedures for submission of such
recommendations.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Compensation Committee consists of directors James B. Wise,
Chairman, Thomas D. Berry, Erd M. Johnson, and Linford R. Pitts. The
Compensation Committee meets periodically to evaluate the compensation and
fringe benefits of the directors, officers and employees and to recommend
changes and to monitor and evaluate employee morale. The Compensation Committee
met one time in 1996.
DIRECTOR COMPENSATION
Directors of the Company receive fees of $850 for each regular meeting
of the Board attended. The Board of Directors meets monthly.
-6-
<PAGE>
- --------------------------------------------------------------------------------
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
- --------------------------------------------------------------------------------
As members of the Compensation Committees of the Company and the Bank,
it is our duty to review compensation policies applicable to senior officers; to
consider the relationship of corporate performance to that compensation; to
recommend salary and bonus levels for senior officers for consideration by the
Boards of Directors of the Company and the Bank; and to administer various
incentive plans of the Company and the Bank.
Overview. Under the compensation policies of the Company, which are
endorsed by the Compensation Committee, compensation is paid based both on the
senior officer's performance and the performance of the entire Company. In
assessing the performance of the Company and the Bank for purposes of
compensation decisions, the Compensation Committee considers a number of
factors, including profits of the Company and the Bank during the past year
relative to their profit plans, changes in the value of the Company's stock,
reports of federal regulatory examinations of the Company and the Bank, growth,
business plans for future periods, and regulatory capital levels. The
Compensation Committee assesses individual executive performance based upon its
determination of the officer's contributions to the performance of the Company
and the accomplishment of the Company's strategic goals, such as the completion
of the Company's public offerings of Common Stock in 1993 and Preferred Stock in
1995. In assessing performance for 1996 and previous years, the members of the
Committee did not make use of a mechanical weighting formula or use specific
performance targets, but instead weighed the described factors as they deemed
appropriate in the total circumstances.
Base Salary. The 1996 salary levels of the Company's senior officers
were established in 1995 consistent with this compensation policy. In its 1995
review of base compensation, the Committee determined that the performance of
Mr. McCormick in managing the Company and the Bank was excellent, based upon the
1995 financial performance of the Company, including the growth in assets,
income, and capitalization during 1995; the financial performance trends for
1995 and the preceding four years, which included growth in assets, net income,
and stockholders' equity in each year; the results of confidential regulatory
examinations; his continued involvement in community affairs in the communities
served by the Company; the Company's planned levels of financial performance for
1996; and a general level of satisfaction with the management of the Company and
the Bank. Based upon the results of this review, the salary of Mr. McCormick was
established at $214,750 per year for 1996, which represented an increase of
13.2% over his 1995 base salary.
Bonuses. No bonuses were awarded to executive officers in 1996.
Stock Options. The purposes of the Company's 1994 Stock Option Plan
(the "Option Plan") are to attract, retain and motivate key officers of the
Company and the Bank by providing key officers with a stake in the success of
the Company, as measured by the value of its shares, and to increase the
commonality of interests among key employees and other shareholders. Members of
the Compensation Committee serve as the Stock Option Committee, which has
general responsibility for granting stock options to key employees and
administering the Option Plan. During 1996, incentive stock options for 35,000
were granted at an exercise prices of $ 18.50 to $19.25 per share (the fair
market value of the shares on the dates of grant). None of these stock options
were granted to Mr. McCormick or the other named executive officers.
No member of the Compensation Committee is a former or current
officer or employee of the Company or the Bank.
March 11, 1997 James B. Wise, MD, Chairman
Thomas D. Berry
Erd M. Johnson
Linford R. Pitts
-7-
<PAGE>
STOCK PERFORMANCE COMPARISONS
The Company completed its initial public offering of securities on December
23, 1993. The following table compares the cumulative total return on a
hypothetical investment of $100 in the Common Stock at the closing price on
December 23, 1993 through December 31, 1996, with the hypothetical cumulative
total return on the Nasdaq Stock Market Index (U.S. Companies) and the Nasdaq
Bank Index for the comparable period.
CUMULATIVE TOTAL SHAREHOLDER RETURN
COMPARED WITH PERFORMANCE OF SELECTED INDEXES
[GRAPH APPEARS HERE]
December 23, 1993 through December 31, 1996
- -----------------------------------------------------------------------------
<TABLE>
<CAPTION>
12/23/93 12/31/93 12/31/94 12/31/95 12/31/96
-------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
The Company $100 $104 $110 $159 $178
NASDAQ Stock Market 100 102 100 141 174
Index (U.S.)
NASDAQ Bank Index 100 104 104 154 204
- ------------------------------------------------------------------------------
</TABLE>
-8-
<PAGE>
- -------------------------------------------------------------------------------
EXECUTIVE COMPENSATION AND OTHER BENEFITS
- -------------------------------------------------------------------------------
The following table summarizes compensation earned by or awarded to the
Company's Chief Executive Officer and the Company's four most highly compensated
executive officers whose aggregate annual salary and bonuses exceeded $100,000
during 1996 (the "Named Executive Officers").
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM COMPENSATION
------------------------------
ANNUAL COMPENSATION AWARDS PAYOUTS
--------------------------------------------------- --------------- ----------
OTHER SECURITIES ALL OTHER
NAME AND ANNUAL UNDERLYING LTIP COMPEN-
PRINCIPAL POSITION YEAR SALARY BONUS COMPENSATION(1) OPTIONS/SARS(2) PAYOUTS(3) SATION
- ------------------------------- ---------- -------- ----------- ----------------- ------------------ ---------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
Robert L. McCormick, Jr. 1996 $214,750 -- -- -- $15,738 $27,559 (5)
President of the Company; 1995 $189,750 $50,000 (4) -- -- 20,467 30,022
Vice Chairman and Chief 1994 165,000 24,750 (4) -- 42,000 11,304 29,627
Executive Officer of
the Bank
Thomas E. Bennett, Jr. 1996 130,450 -- -- -- 47,214 15,768 (6)
President, Tulsa Division 1995 118,450 20,000 -- -- 13,644 19,206
of the Bank 1994 103,000 15,450 -- 30,000 11,304 18,857
Rick J. Green 1996 119,411 -- -- -- 15,738 15,762 (7)
President, Central 1995 109,411 34,421 -- -- 13,644 19,181
Oklahoma Division of 1994 95,140 14,271 -- 30,000 11,304 17,573
the Bank
Stanley R. White 1996 113,250 -- -- -- 15,738 14,284 (8)
Chief Lending Officer 1995 108,750 10,000 -- -- 13,644 17,132
of the Bank 1994 97,500 9,750 -- 30,000 11,304 16,362
Kerby E. Crowell 1996 102,400 -- -- -- 15,738 12,712 (9)
Executive Vice President 1995 100,869 -- -- -- 13,644 14,971
and Chief Financial Officer 1994 89,300 -- -- 20,000 11,304 13,875
- ----------------------
</TABLE>
(1) Consists of certain perquisites and other personal benefits, the value of
which in the aggregate did not exceed the lesser of $50,000 or 10% of
salary and bonus for any Named Executive Officer.
(2) In each case, represents stock options granted under the Company's Stock
Option Plan.
(3) In each case, consists of payouts under the Company's Performance Unit
Plan.
(4) Bonus was deferred at election of Mr. McCormick.
(5) Consisted of $9,800 in directors' fees, $2,656 in dollar value of term life
insurance premiums paid by the Company for the benefit of Mr. McCormick and
$15,103 contributed to Mr. McCormick's account in the Profit Sharing Plan.
(6) Consisted of $665 in dollar value of term life insurance premiums paid by
the Company for the benefit of Mr. Bennett and $15,103 contributed to Mr.
Bennett's account in the Profit Sharing Plan.
(7) Consisted of $659 in dollar value of term life insurance premiums paid by
the Company for the benefit of Mr. Green and $15,103 contributed to Mr.
Green's account in the Profit Sharing Plan.
(Footnotes continued on following page)
-9-
<PAGE>
(8) Consisted of $1,073 in dollar value of term life insurance premiums paid by
the Company for the benefit of Mr. White and $13,211 contributed to Mr.
White's account in the Profit Sharing Plan.
(9) Consisted of $587 in dollar value of term life insurance premiums paid by
the Company for the benefit of Mr. Crowell and $12,125 contributed to Mr.
Crowell's account in the Profit Sharing Plan.
The following table sets forth information concerning the number and
potential realizable value at the end of the year of options held by each the
Named Executive Officers.
YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS
OPTIONS AT YEAR-END AT YEAR-END (1)
SHARES ACQUIRED VALUE --------------------------- --------------------------
NAME ON EXERCISE REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- --------------------------- ------------------- ---------------- ------------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Robert L. McCormick, Jr. $ -- $ -- 21,000 21,000 $162,750 $162,750
Thomas E. Bennett, Jr. -- -- 17,000 13,000 131,750 100,750
Rick J. Green -- -- 17,000 13,000 131,750 100,750
Stanley R. White -- -- 17,000 13,000 131,750 100,750
Kerby E. Crowell -- -- 17,000 13,000 131,750 100,750
- ------------------
</TABLE>
(1) Calculated based on the product of: (a) the number of shares subject to
options and (b) the difference between the fair market value of the
underlying Common Stock at December 31, 1996, based on the closing sale
price of the Common Stock on December 31, 1996 as reported on the Nasdaq
National Market ($20.50 per share), and the exercise price of the options
($12.75 per share).
No options or stock appreciation rights ("SARs") were exercised by the
Named Executive Officers during 1996. No options or SARs were granted to the
Named Executive Officers during 1996. No SARs were held by any Named Executive
Officer at year-end. No options or SARs held by any Named Executive Officer
repriced during the Company's last ten full years.
SEVERANCE ARRANGEMENTS
The Bank has adopted a Severance Compensation Plan pursuant to which
Messrs. McCormick, Bennett, Green, White and Crowell are entitled to lump-sum
severance compensation upon a qualifying termination of service equal to their
respective average total annual base compensation for the two years prior to the
termination. For purposes of the Severance Compensation Plan, a qualifying
termination of service is defined as either an involuntary termination of
service or a voluntary termination of service for good reason, in either case
within two years following a change-in-control occurring after the effective
date of the Severance Compensation Plan. Good reason would include: (i) a
reduction in their base salary; (ii) their assignment without their consent to a
location other than in Oklahoma; (iii) the failure to maintain them in a
position of comparable authority or responsibility; or (iv) a material reduction
in their level of incentive compensation or benefits. A change-in-control is
deemed to occur whenever: (i) any entity or person becomes the beneficial owner
of or obtains voting control over 50% or more of the outstanding shares of
common stock of either the Company or the Bank; (ii) the shareholders of either
the Company or the Bank approve (a) a merger or consolidation in which the
Company or the Bank is not the survivor or pursuant to which the outstanding
shares of either would be converted into cash, securities or other property of
another corporation other than a transaction in which shareholders maintain the
same proportionate ownership interests, or (b) a sale or other disposition of
all or substantially all of the assets of either the Company or the Bank; or
(iii) there shall have been a change in a majority of the Boards of Directors of
either the Company or the Bank within a twelve-month period unless each new
director was approved by the vote of two-thirds of the directors still in office
who were in office at the beginning of the twelve-month period. Messrs.
McCormick, Bennett, Green, White, and Crowell would have received lump-sum
severance payments of $202,250, $124,450, $114,411, $110,500, and
-10-
<PAGE>
$101,634, respectively, upon a qualifying termination of service if such
termination had occurred on December 31, 1996.
- --------------------------------------------------------------------------------
CERTAIN TRANSACTIONS
- --------------------------------------------------------------------------------
The Bank has and expects to have in the future, banking transactions with
certain officers and directors of the Company and the Bank and greater than 5%
shareholders of the Company and the immediate families and associates of such
persons. Such transactions are in the ordinary course of business, and loans
have been and will be made on substantially the same terms, including interest
rates and collateral, as those prevailing at the time for comparable
transactions with other persons. In the opinion of the Company's management,
such loans did not involve more than normal risk of collectibility or present
other unfavorable features.
- --------------------------------------------------------------------------------
SECURITY OWNERSHIP OF MANAGEMENT
- --------------------------------------------------------------------------------
The following table sets forth, as of March 10, 1997, the beneficial
ownership of the Company's Common Stock and Preferred Stock by each of the
Company's directors, each of the Named Executive Officers and by all directors
and executive officers as a group.
<TABLE>
<CAPTION>
COMMON STOCK PREFERRED STOCK
------------------------------ ------------------------------
AMOUNT AND AMOUNT AND
NATURE OF PERCENT OF NATURE OF PERCENT OF
BENEFICIAL SHARES BENEFICIAL SHARES
NAME OWNERSHIP (1) OUTSTANDING (2) OWNERSHIP (1) OUTSTANDING (2)
- ----------------------------- ------------- ---------------- ------------- ---------------
<S> <C> <C> <C> <C>
George M. Berry 244,380 (3) 6.49% 1,000 *
Joyce P. Berry 229,940 (4) 6.10 400 *
Thomas D. Berry 15,627 (5) *
Joe Berry Cannon 74,322 (6) 4.63
W. Haskell Cudd 28,000 (7) *
J. Berry Harrison 35,392 *
Erd M. Johnson 61,504 (8) 1.63
David P. Lambert 14,125 (9) *
Robert L. McCormick, Jr. 74,000 (10) 1.95
Linford R. Pitts 7,125 *
Robert B. Rodgers 15,086 (11) *
Lee A. Wise 527 (12) *
James B. Wise, MD 113,775 (13) 3.02 2,000 *
Paul C. Wise 735,311 (14) 19.52
Thomas E. Bennett, Jr. 20,789 (15) *
Kerby E. Crowell 21,625 (16) *
Rick J. Green 19,407 (17) *
Stanley R. White 21,975 (18) *
All Directors and Executive
Officers as a Group
(22 persons) 1,866,365 (19) 48.41% 3,400 *
- ------------------
</TABLE>
* Less than one percent of shares outstanding.
(1) For the definition of beneficial ownership, see footnote 1 to the table in
"Voting Securities and Principal Holders Thereof." Unless otherwise
indicated, ownership is direct and the named individual exercises sole
voting and investment power over the shares listed as beneficially owned by
such person.
(2) In calculating the percentage ownership of each named individual and the
group, the number of shares outstanding includes any shares of the Common
Stock or Preferred Stock which the individual or the group has the right to
acquire within 60 days of the Record Date.
(Footnotes continued on following page)
-11-
<PAGE>
(3) Includes 210,000 shares held by George M. Berry Revocable Inter Vivos Trust
and 25,000 shares held by Monica B. Berry Trust. Does not include shares
held by his children as to which he disclaims beneficial ownership.
(4) Includes 7,547 shares held by Berry Charitable Trust. Does not include
shares held by her children as to which she disclaims beneficial ownership.
(5) Includes 11,200 shares held jointly with Kay R. Berry, his spouse.
(6) Include 163,889 shares held by the Jennie Goodson Cannon Trust, of which
Mr. Berry as co-trustee, shares voting and investment power. Excludes
18,270 shares beneficially owned by his wife, Beverly Cannon, as trustee.
(7) Includes 25,200 shares held by the W. Haskell Cudd Living Trust.
(8) Excludes 10 shares held by his wife, Ann W. Johnson. Includes 2,610 shares
held by Johnson Oil Partnership of which Mr. Johnson is a general partner.
(9) Includes 7,000 shares which are held by his wife
(10) Includes 44,000 shares held by Robert L. McCormick, Jr. Trust and 9,000
shares held by Peggy Anne McCormick Trust. Includes 21,000 shares which
Mr. McCormick has the right to acquire within 60 days of the Record Date
upon the exercise of options issued under the 1994 Stock Option Plan.
(11) Excludes any shares owned by his father, James W. Rodgers, Jr. and his
mother, Sarah Jane Berry Rodgers.
(12) Excludes any shares owned by her father, James B. Wise, M.D., or her
grandfather, Paul C. Wise.
(13) Excludes any shares owned by his father, Paul C. Wise.
(14) Excludes any shares owned by his son, James B. Wise, M.D.
(15) Includes 3,089 shares held by Mr. Bennett or his spouse as trustee or
custodian. Includes 17,000 shares which Mr. Bennett has the right to
acquire within 60 days of the Record Date pursuant to the exercise of
options issued under the 1994 Stock Option Plan.
(16) Includes 17,000 shares which Mr. Crowell has the right to acquire within 60
days of the Record Date pursuant to the exercise of options issued under
the 1994 Stock Option Plan.
(17) Includes 280 shares held jointly with his spouse and 2,127 held by his
spouse. Includes 17,000 shares which he has the right to acquire within 60
days of the Record Date pursuant to the exercise of options issued under
the 1994 Stock Option Plan.
(18) Includes 17,000 shares which he has the right to acquire within 60 days of
the Record Date pursuant to the exercise of options issued under the 1994
Stock Option Plan. Includes 170 shares held by his spouse.
(19) Includes shares held by certain directors and executive officers as
custodians under Uniform Transfers to Minors Acts, by their spouses and
children and for the benefit of certain directors and executive officers
under individual retirement accounts ("IRAs") and living trusts. Includes
89,000 shares which executive officers have the right to acquire within 60
days of the Record Date pursuant to the exercise of options issued under
the 1994 Stock Option Plan.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
- --------------------------------------------------------------------------------
Based solely on the Company's review of the copies of initial statements of
beneficial ownership on Form 3 and reports of changes in beneficial ownership on
Form 4 that it has received in the past year, annual statements of changes in
beneficial ownership on Form 5 with respect to the last fiscal year, and written
representations that no such annual statement of change in beneficial ownership
was required, the Company believes that all persons subject to such reporting
requirements have complied with the reporting requirements with respect to
fiscal year 1996.
RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANTS
- --------------------------------------------------------------------------------
Deloitte & Touche LLP, which was the Company's independent certified public
accounting firm for 1996, has been retained by the Board of Directors to be the
Company's auditors for 1997. A representative of Deloitte & Touche LLP is
expected to be present at the Annual Meeting to respond to stockholders'
questions and will have the opportunity to make a statement if he so desires.
- --------------------------------------------------------------------------------
OTHER MATTERS
- --------------------------------------------------------------------------------
The Board of Directors is not aware of any business to come before the
Annual Meeting other than those matters described above in this Proxy Statement
and matters incident to the conduct of the Annual Meeting. However, if any
other matters should properly come before the Annual Meeting, it is intended
that proxies in the accompanying form will be voted in respect thereof in
accordance with the determination of a majority of the Board of Directors.
-12-
<PAGE>
- --------------------------------------------------------------------------------
MISCELLANEOUS
- --------------------------------------------------------------------------------
The cost of soliciting 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 solicitations by mail,
directors, officers and regular employees of the Company may solicit proxies
personally or by telegraph or telephone without additional compensation.
The Company's 1996 Annual Report to Stockholders, including financial
statements, has been mailed to all stockholders of record as of the close of
business on the Record Date. Any stockholder who has not received a copy of
such Annual Report may obtain a copy by writing to the Secretary of the Company.
Such Annual Report is not to be treated as a part of the proxy solicitation
material or as having been incorporated herein by reference.
- --------------------------------------------------------------------------------
STOCKHOLDER PROPOSALS
- --------------------------------------------------------------------------------
In order to be eligible for inclusion in the Company's proxy materials
for next year's Annual Meeting of Stockholders, any stockholder proposal to take
action at such meeting must be received at the Company's executive office at 608
South Main Street, Stillwater, Oklahoma 74074 no later than November 25, 1997.
Any such proposals shall be subject to the requirements of the proxy rules
adopted under the Securities Exchange Act of 1934, as amended.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Deborah T. Bradley
DEBORAH T. BRADLEY
SECRETARY
Stillwater, Oklahoma
March 20, 1997
- -------------------------------------------------------------------------------
ANNUAL REPORT ON FORM 10-K
- -------------------------------------------------------------------------------
A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED DECEMBER
31, 1996 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION WILL BE FURNISHED
WITHOUT CHARGE TO STOCKHOLDERS AS OF THE RECORD DATE UPON WRITTEN REQUEST TO:
KERBY E. CROWELL, SOUTHWEST BANCORP, INC., 608 SOUTH MAIN STREET, STILLWATER,
OKLAHOMA 74074.
- --------------------------------------------------------------------------------
-13-
<PAGE>
REVOCABLE PROXY
SOUTHWEST BANCORP, INC.
--------------------------------------
ANNUAL MEETING OF STOCKHOLDERS
APRIL 24, 1997
--------------------------------------
The undersigned hereby appoints Joyce P. Berry, Joe Berry Cannon and Robert L.
Hert, with full powers of substitution to act, as attorneys and proxies for the
undersigned, to vote all shares of Common Stock of the Company which the
undersigned is entitled to vote at the Annual Meeting of Stockholders (the
"Annual Meeting"), to be held in the Auditorium, Room 215, of the Stillwater
Public Library, 1107 South Duck Street, Stillwater, Oklahoma on Thursday, April
24, 1997 at 11:00 a.m., Central Time, and at any and all adjournments thereof,
as indicated below and in accordance with the determination of a majority of the
Board of Directors with respect to other matters which come before the Annual
Meeting.
VOTE
FOR WITHHELD
--- --------
1. The election as directors of all
nominees listed below (except as [ ] [ ]
marked to the contrary below).
George M. Berry
Joyce P. Berry
Joe Berry Cannon
Robert B. Rodgers
Paul C. Wise
INSTRUCTION: TO WITHHOLD YOUR VOTE FOR ANY INDIVIDUAL NOMINEE,
INSERT THAT NOMINEE'S NAME ON THE LINE PROVIDED BELOW.
------------------------------------------------------------------
UNLESS CONTRARY DIRECTION IS GIVEN, THE RIGHT IS RESERVED IN THE
SOLE DISCRETION OF THE BOARD OF DIRECTORS TO DISTRIBUTE VOTES AMONG
SOME OR ALL OF THE ABOVE NOMINEES IN A MANNER OTHER THAN EQUALLY SO
AS TO ELECT AS DIRECTORS THE MAXIMUM POSSIBLE NUMBER OF SUCH
NOMINEES.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" EACH OF THE LISTED
NOMINEES.
- --------------------------------------------------------------------------------
THIS PROXY WILL BE VOTED AS DIRECTED, BUT IF NO INSTRUCTIONS ARE SPECIFIED, THIS
PROXY WILL BE VOTED FOR EACH OF THE NOMINEES. IF ANY OTHER BUSINESS IS PRESENTED
AT THE ANNUAL MEETING, THIS PROXY WILL BE VOTED BY THOSE NAMED IN THIS PROXY IN
ACCORDANCE WITH THE DETERMINATION OF A MAJORITY OF THE BOARD OF DIRECTORS. AT
THE PRESENT TIME, THE BOARD OF DIRECTORS KNOWS OF NO OTHER BUSINESS TO BE
PRESENTED AT THE ANNUAL MEETING. THIS PROXY CONFERS DISCRETIONARY AUTHORITY ON
THE HOLDERS THEREOF TO VOTE WITH RESPECT TO THE ELECTION OF ANY PERSON AS
DIRECTOR WHERE THE NOMINEE IS UNABLE TO SERVE OR FOR GOOD CAUSE WILL NOT SERVE
AND MATTERS INCIDENT TO THE CONDUCT OF THE ANNUAL MEETING.
<PAGE>
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
Should the undersigned be present and elect to vote at the Annual Meeting or
at any adjournment thereof and after notification to the Secretary of the
Company at the Annual Meeting of the stockholder's decision to terminate this
proxy, then the power of said attorneys and proxies shall be deemed terminated
and of no further force and effect. The undersigned hereby revokes any and all
proxies heretofore given with respect to the shares of Common Stock held of
record by the undersigned.
The undersigned acknowledges receipt from the Company prior to the execution
of this proxy of a Notice of Annual Meeting, the Company's Proxy Statement for
the Annual Meeting and the 1996 Annual Report to Stockholders.
Dated: , 1997
-------------------------
- ------------------------------------- ---------------------------------
PRINT NAME OF STOCKHOLDER PRINT NAME OF STOCKHOLDER
- ------------------------------------- ---------------------------------
SIGNATURE OF STOCKHOLDER SIGNATURE OF STOCKHOLDER
Please sign exactly as your name appears on the envelope in which this card was
mailed. When signing as attorney, executor, administrator, trustee or guardian,
please give your full title. If shares are held jointly, each holder should
sign.
[ ] Please check here if you plan
to attend the Annual Meeting.
- --------------------------------------------------------------------------------
PLEASE COMPLETE, DATE, SIGN AND MAIL THIS PROXY PROMPTLY IN THE ENCLOSED
POSTAGE-PREPAID ENVELOPE.
- --------------------------------------------------------------------------------
