Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of
1934
Filed by the registrant [X]
Filed by a party other than the registrant [ ]
Check the appropriate box:
[ ] Preliminary proxy statement
[X] Definitive proxy statement
[ ] Definitive additional materials
[ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
BIG SKY BANCORP, INC.
(Name of Registrant as Specified in Its Charter)
BIG SKY BANCORP, INC.
(Name of Person(s) Filing Proxy Statement)
Payment of filing fee (Check the appropriate box):
[X] No filing fee required.
[ ] $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:
N/A
(2) Aggregate number of securities to which transactions applies:
N/A
(3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11:
N/A
(4) Proposed maximum aggregate value of transaction:
N/A
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:
N/A
(2) Form, schedule or registration statement no.:
N/A
(3) Filing party:
N/A
(4) Date filed:
N/A
<PAGE>
<PAGE>
June 23, 1997
Dear Stockholder:
You are cordially invited to attend the Annual Meeting of
Stockholders of Big Sky Bancorp, Inc. to be held at 3600 Brooks Street,
Missoula, Montana on July 30, 1997 at 10:00 a.m., Mountain Time.
The Notice of Annual Meeting of Stockholders and Proxy Statement
appearing on the following pages describe the formal business to be transacted
at the meeting. During the meeting, we will also report on the operations of
the Company. Directors and officers of the Company, as well as a
representative from the Company's independent accounting firm, Deloitte &
Touche LLP, will be present to respond to appropriate questions of
stockholders.
It is important that your shares are represented at this meeting,
whether or not you attend the meeting in person and regardless of the number
of shares you own. To make sure your shares are represented, we urge you to
complete and mail the enclosed proxy card. If you attend the meeting, you may
vote in person even if you have previously mailed a proxy card.
We look forward to seeing you at the meeting.
Sincerely,
Michael E. McKee
President and Chief Executive Officer
<PAGE>
<PAGE>
BIG SKY BANCORP, INC.
711 South First Street
Hamilton, Montana 59840
(406) 363-4400
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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held On July 30, 1997
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NOTICE IS HEREBY GIVEN that the 1997 Annual Meeting of Stockholders of
Big Sky Bancorp, Inc. ("Company") will be held at 3600 Brooks Street,
Missoula, Montana on July 30, 1997 at 10:00 a.m., Mountain Time, for the
following purposes:
1. To elect two directors to serve until the 2000 Annual Meeting of
Stockholders;
2. To consider and vote upon a proposal to adopt the Big Sky Bancorp,
Inc. 1997 Management Recognition and Development Plan;
3. To ratify the appointment of Deloitte & Touche LLP as independent
auditors for the Company for the fiscal year ending March 31,
1998; and
4. To consider and act upon such other matters as may properly come
before the meeting or any adjournments thereof.
NOTE: The Board of Directors is not aware of any other business to come
before the meeting.
Any action may be taken on the foregoing proposals at the meeting on the
date specified above or on any date or dates which, by original or later
adjournment, the meeting may be adjourned. Stockholders of record at the
close of business on May 31, 1997 are entitled to notice of and to vote at the
meeting and any adjournments or postponements thereof.
You are requested to complete 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 the meeting and
vote in person.
BY ORDER OF THE BOARD OF DIRECTORS
ERNEST M. KWIATKOWSKI
CORPORATE SECRETARY
Hamilton, Montana
June 23, 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.
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<PAGE>
<PAGE>
PROXY STATEMENT
OF
BIG SKY BANCORP, INC.
711 SOUTH FIRST STREET
HAMILTON, MONTANA 59840
(406) 363-4400
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ANNUAL MEETING OF STOCKHOLDERS
July 30, 1997
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This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of Big Sky Bancorp, Inc. ("Company"), the
holding company for First Federal Savings and Loan Association of Montana
("First Federal" or "Association"), to be used at the Annual Meeting of
Stockholders of the Company ("Meeting"), which will be held at 3600 Brooks
Street, Missoula, Montana, on July 30, 1997 at 10:00 a.m., Mountain Time.
This Proxy Statement and the enclosed proxy card are being first mailed to
stockholders on or about June 23, 1997.
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VOTING AND PROXY PROCEDURE
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Stockholders Entitled to Vote. Stockholders of record as of the close of
business on May 31, 1997 are entitled to one vote for each share of common
stock ("Common Stock") of the Company then held. As of May 31, 1997, the
Company had 308,721 shares of Common Stock issued and outstanding.
Quorum. The presence, in person or by proxy, of at least a majority of
the total number of outstanding shares of Common Stock entitled to vote is
necessary to constitute a quorum at the Annual Meeting. Abstentions will be
counted as shares present and entitled to vote at the Annual Meeting for
purposes of determining the existence of a quorum. Broker non-votes will not
be considered shares present and will not be included in determining whether a
quorum is present.
Voting. The Board of Directors solicits proxies so that each stockholder
has the opportunity to vote on the proposals to be considered at the Annual
Meeting. When a proxy card is returned properly signed and dated, the shares
represented thereby will be voted in accordance with the instructions on the
proxy card. Where no instructions are indicated, proxies will be voted FOR
the nominees for directors set forth below, FOR adoption of the Big Sky
Bancorp, Inc. 1997 Management Recognition and Development Plan and FOR the
ratification of the appointment of Deloitte & Touche LLP as auditors for the
Company. If a stockholder attends the Annual Meeting, he or she may vote by
ballot.
The two directors to be elected at the Annual Meeting will be elected by
a plurality of the votes cast by stockholders present in person or by proxy
and entitled to vote. Stockholders are not permitted to cumulate their votes
for the election of directors. With regard to the election of directors,
votes may be cast for or withheld from each nominee. Votes that are withheld
will have no effect on the outcome of the election because directors will be
elected by a plurality of votes cast. With respect to the other proposals to
be voted upon, shareholders may vote for a proposal, against a proposal or may
abstain from voting. Adoption of the 1997 Management Recognition and
Development Plan and ratification of the appointment of Deloitte & Touche LLP
require the affirmative vote of a majority of the votes cast by stockholders
at the Annual Meeting. Thus, abstentions on the Company's proposals to adopt
the 1997 Management Recognition and Development Plan and to ratify the
appointment of auditors will have the effect of a vote against such proposals.
Broker non-votes will have no effect on the outcome of the votes.
Revocation of a Proxy. Stockholders who execute proxies retain the right
to revoke them at any time. Proxies may be revoked by written notice
delivered in person or mailed to the Secretary of the Company or by filing a
later proxy prior to a vote being taken on a particular proposal at the Annual
Meeting. Attendance at the Annual Meeting will not automatically revoke a
proxy, but a stockholder in attendance may request a ballot and vote in
person, thereby revoking a prior granted proxy.
<PAGE>
<PAGE>
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
- ------------------------------------------------------------------------------
Persons and groups who beneficially own in excess of 5% of the Company's
Common Stock are required to file certain reports disclosing such ownership
pursuant to the Securities Exchange Act of 1934, as amended ("Exchange Act").
Based on such reports, the following table sets forth, as of May 31, 1997,
certain information as to those persons who were beneficial owners of more
than 5% of the outstanding shares of Common Stock. To the Company's
knowledge, no other person or entity beneficially owned more than 5% of the
Company's outstanding Common Stock as of May 31, 1997.
The following table also sets forth, as of May 31, 1997, information as
to the shares of Common Stock beneficially owned by (a) each director, (b)
each of the executive officers named in the Summary Compensation Table found
below (the "named executive officers") and (c) all executive officers and
directors of the Company as a group.
Percent of
Amount and Nature of Common Stock
Name Beneficial Ownership(a) Outstanding
- --------------- -------------------- -----------
Beneficial Owner of More Than 5%
Collette E. Maxwell 27,147 8.6%
358 Skyline Drive
Hamilton, Montana 59840
Arthur W. Capko 20,050 (b) 6.5
5743 Rosebrook Drive
Riverbank, California 95367
Leah C. Capko 19,550 (b) 6.4
5743 Rosebrook Drive
Riverbank, California 95367
Michael E. McKee 20,826 (c) 6.5
133 Creekside Drive
Hamilton, Montana 59840
Jeanette S. McKee 15,750 (d) 5.1
133 Creekside Drive
Hamilton, Montana 59840
-2-
<PAGE>
<PAGE>
Percent of
Amount and Nature of Common Stock
Name Beneficial Ownership(a) Outstanding
- --------------- -------------------- -----------
Directors and Executive Officers
Collette E. Maxwell* 27,147 8.6
Michael E. McKee** 20,826 6.5
Thomas H. Boone 14,848 4.8
Douglas N. Klein 14,620 4.7
Kurt F. Ingold 13,452 4.3
Robert K. Ford 8,480 2.7
All executive officers
and directors as a
group (7 persons) 110,700 32.2
_______
* Mrs. Maxwell is also the Executive Vice President of the Company.
** Mr. McKee is also the President and Chief Executive Officer of the
Company.
(a) 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 if he or she has voting and/or investment power
with respect to such security. The table includes shares owned by
spouses, other immediate family members in trust, shares held in
retirement accounts or funds for the benefit of the named individuals,
and other forms of ownership, over which shares the persons named in
the table may possess voting and/or investment power. The amounts
shown also include the following amounts of Common Stock which the
indicated individuals have the right to acquire within 60 days of May
31, 1997 through the exercise of stock options granted pursuant to the
Company's Stock Option Plan: Collette E. Maxwell, 8,714; Michael E.
McKee, 10,669; Thomas H. Boone, 2,848; Douglas N. Klein, 1,676; Kurt F.
Ingold, 2,848; Robert K. Ford, 2,849; all executive officers and
directors as a group, 34,800.
(b) Arthur W. Capko and Leah C. Capko have joint ownership of 19,550 shares
of the Company's Common Stock.
(c) Does not include 16,075 shares held by Mr. McKee's wife and adult
children as to which he disclaims beneficial ownership. Includes 2,850
shares of Common Stock jointly held with spouse, Jeanette S. McKee.
(d) Includes 2,850 shares of Common Stock jointly held with spouse, Michael
E. McKee.
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PROPOSAL I -- ELECTION OF DIRECTORS
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The Company's Board of Directors consists of six members. The directors
are divided into three classes as nearly equal in number as possible. The
term of office of only one class of directors will expire in each year, and
their successors will be elected for terms of three years and until their
successors are elected and qualified.
At the Meeting, two directors will be elected for three-year terms.
Unless otherwise specified in the proxy, it is intended that the proxies
solicited by the Board of Directors will be voted for the election of the
nominees named below.
If any nominee is unable to serve, the shares represented by all valid
proxies will be voted for the election of such substitute as the Board of
Directors may recommend or the Board of Directors may adopt
-3-
<PAGE>
<PAGE>
a resolution to amend the Bylaws and reduce the size of the Board. At this
time, the Board knows of no reason why any nominee might be unable to serve.
THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE "FOR" THE
NOMINEES NAMED BELOW FOR DIRECTORS OF THE COMPANY.
The following table sets forth certain information as to each nominee and
director continuing in office.
Year First Elected
Principal or Appointed Year Term
Name Age(a) Occupation(b) Director(c) Expires
- -------------- ------ ------------- ----------- -------
BOARD NOMINEES
Robert K. Ford 68 Retired executive of Champion 1985 2000(d)
International Corporation, a
forest products company.
Collette E. Maxwell 48 Executive Vice President of the 1991 2000(d)
Association since 1986 and of the
Company since 1994.
DIRECTORS CONTINUING IN OFFICE
Michael E. McKee 52 President and Chief Executive 1983 1998
Officer of the Association
since 1982 and of the Company
since 1994.
Thomas H. Boone 56 Partner in the law firm 1984 1998
of Boone, Karlberg & Haddon.
Douglas N. Klein 58 Owner of Collection Bureau 1984 1999
Services, a collection and
consumer credit reporting agency.
Kurt F. Ingold 53 Chairman of the Board of Directors 1984 1999
of the Association and of the
Company and President of Ingold
& Company, P.C., a certified public
accounting and financial consulting
firm in Missoula, Montana.
_______
(a) At May 1, 1997.
(b) Nominees and directors have held these vocations or positions for at
least five years, unless otherwise noted.
(c) Includes prior service on the Board of Directors of the Association.
(d) Assuming the individual is re-elected at the Annual Meeting.
-4-
<PAGE>
<PAGE>
Meetings and Committees of the Board of Directors
The Boards of Directors of the Company and First Federal conduct their
business through meetings of the Boards and through their committees. During
the fiscal year ended March 31, 1997, the Board of Directors of the Company
held 12 meetings and the Board of Directors of First Federal held 12 meetings.
No director of the Company or First Federal attended fewer than 75% of the
total meetings of the Boards and committees on which such Board member served
during this period.
The following describes the duties and responsibilities of certain
committees of the Boards of Directors, current membership of these committees
and number of committee meetings held during the fiscal year ended March 31,
1997.
The Company's Executive Committee, consisting of Directors Ingold, McKee,
Boone and Klein, acts on behalf of the Board of Directors between regular
Board meetings. All actions taken by the Executive Committee are ratified by
the Board of Directors. The Executive Committee did not meet during the
fiscal year ended March 31, 1997.
The Audit Committee, consisting of Directors Ford, Ingold, Boone and
Klein, reviews the Company and its subsidiary's compliance with approved
policies and internal control procedures and monitors reports submitted to the
regulatory authorities. The Audit Committee reviews the examination of the
Company and its subsidiary by federal and state regulatory authorities and the
audit by the independent auditors. The Audit Committee meets on an as-needed
basis and met two times during the fiscal year ended March 31, 1997.
The full Board of Directors acts as Nominating Committee for the
nomination of members of the Board of Directors of the Company. The Board of
Directors held one meeting in its capacity as the Nominating Committee in
order to nominate the individuals for election at the Meeting.
The Company also maintains a standing Stock Option Committee, which is
responsible for administration of the Company's 1992 Stock Option and
Incentive Plan.
The Association's Compensation Committee consists of Directors Ford,
McKee, Boone and Ingold. The Compensation Committee evaluates the
qualifications and performances of the Association's principal officers and
determines the compensation and benefits to be paid to such individuals. This
committee met one time during the fiscal year ended March 31, 1997.
Other committees of the Association include the Senior Loan Approval
Committee (responsible for internal loan and appraisal policies as well as
compliance with Office of Thrift Supervision regulations), the Loan Collection
Committee (responsible for implementing the Association's policies regarding
repayment of obligations owed to the Association), the Asset/Liability
Committee (responsible for developing programs and procedures for implementing
the Board of Directors' formal policy on interest rate risk management), the
Real Estate Owned ("REO") Committee (responsible for disposition of property
owned by the Association), the Community Reinvestment Act ("CRA") Review
Committee (responsible for formulating CRA policy and monitoring compliance),
and the Data Processing Oversight and Review Committee.
Directors' Compensation
Members of the Company's Board of Directors also serve on the Board of
Directors of the Association. Members of the Association's Board of Directors
receive an annual fee of $6,000 plus $350 for each Board meeting attended.
Non-officer directors receive $125 for each special Board meeting and each
committee meeting attended. Mr. Ingold receives an additional annual fee of
$2,400 for serving as Chairman of the Board of Directors of the Association.
Directors of the Company receive no additional compensation for service on the
Company's Board of Directors.
-5-
<PAGE>
<TABLE>
<PAGE>
Executive Compensation
Summary Compensation Table. The following table sets forth the
compensation received by the Company's Chief Executive Officer and Executive
Vice President for each of the three fiscal years ended March 31, 1996. All
compensation is paid by the Association. No other executive officer of the
Company or the Association received in excess of $100,000 in salary and bonus
during the year ended March 31, 1997.
Long-Term Compensation
Annual Compensation Awards
Restricted Securities
Name and Other Annual Stock Underlying All Other
Position Year Salary($) Bonus($) Compensation($)(2) Award($) Options(#) Compensation($)(3)
- ---------------- ---- ------- ------ ------------ -------- --------- ------------
<S> <C> <C> <C> <C> <C> <C> <C>
Michael E. McKee 1997 107,535 11,400 -- -- 1,676 --
President and Chief 1996 104,600 15,250 -- -- -- --
Executive Officer 1995 100,875 14,000 -- -- -- --
Collette E. Maxwell 1997 93,630 11,400 -- -- 1,676 --
Executive Vice 1996 91,100 13,250 -- -- -- --
President 1995 88,050 12,000 -- -- -- --
_______
(1) Salary for Mr. McKee and Mrs. Maxwell includes directors' fees of $10,200, $9,800 and $9,000 for
fiscal years 1997, 1996 and 1995, respectively.
(2) Does not include perquisites which did not exceed the lesser of $50,000 or 10% of salary and bonus.
</TABLE>
<PAGE>
<PAGE>
Employment Agreements. In connection with the Association's conversion
from a federal mutual savings and loan association to a federal capital stock
savings and loan association, the Association entered into employment
agreements with Michael E. McKee and Collette E. Maxwell. Such employment
agreements have a term of three years. Additionally, on the anniversary of
the commencement date of such agreement, the term of such agreement may be
extended by the Board of Directors for an additional year, unless the
individual notifies the Association of his or her intention to terminate the
agreement. The agreements are terminable by the Association for "cause" (as
defined in the agreements) at any time or in certain events specified by
applicable regulations. The agreements also provide for a severance payment
if employment is terminated following a "change in control." This payment,
which will be made promptly after any "change in control," will be equal to
2.99 times the average annual compensation paid to each individual during the
five years immediately preceding the "change in control." The term "change in
control" is defined in the agreements as, among other things, any time during
the period of employment when a "change in control" is deemed to have occurred
under Office of Thrift Supervision regulations or a change in the composition
of more than a majority of the Board of Directors of the Association. Under
current provisions of the Internal Revenue Code of 1986, as amended, the
Association would not be subject to any penalty tax on the payment under the
agreements. Based upon the 1997 compensation levels for Mr. McKee and Mrs.
Maxwell, the aggregate payment which would have been payable under the terms
of the agreements had a change in control occurred in 1996 were $298,000 and
$255,000, respectively. The agreements may have an anti-takeover effect since
such agreements would make an acquisition of the Company and the Association
more costly for a potential acquiror.
The Association has entered into a salary continuation agreement with Mr.
McKee, effective March 16, 1994, which provides for the payment of $4,500 per
month for a period of 180 months following Mr. McKee's termination of
employment on or after the date he attains age 65. In the event of Mr.
McKee's earlier termination of employment, the vested portion of the salary
continuation benefit would be payable to Mr. McKee over 180 months. Vesting
under the agreement is determined as follows: 25% on the effective
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<PAGE>
<PAGE>
date of the agreement plus 2.5% for each six months of employment with the
Association thereafter. In the event of Mr. McKee's termination of employment
by reason of his death or disability, the agreement provides for the payment
of his vested benefit, but not less than $2,500 per month, over 180 months.
The Association has also entered into a salary continuation agreement
with Mrs. Maxwell, effective March 16, 1994, which provides for the payment of
$3,375 per month for a period of 180 months following Mrs. Maxwell's
termination of employment on or after the date she attains age 65. In the
event of Mrs. Maxwell's earlier termination of employment, the vested portion
of the salary continuation benefit would be payable to Mrs. Maxwell over 180
months. Vesting under the agreement is determined as follows: 25% on the
effective date of the agreement plus 2.0% for each six months of employment
with the Association thereafter. In the event of Mrs. Maxwell's termination
of employment by reason of her death or disability, the agreement provides for
the payment of her vested benefit, but not less than $1,667 per month, over
180 months.
The salary continuation agreements are unfunded and unsecured obligations
of the Association. The discounted present value of vested benefits will be
accrued as a liability by the Association.
Options Grants in Last Fiscal Year. The following table sets forth
information regarding stock option grants to the named executive officers
during the year ended March 31, 1997.
Percent of
Number of Total Options
Securities Granted to
Underlying Employees in Exercise Expiration
Name Options Granted(#) Fiscal Year Price ($) Date
- ---------- --------------- ----------- --------- ----------
Michael E. McKee 1,676 33% $15.00 1/22/07
Collette E. Maxwell 1,676 33% $15.00 1/22/07
Aggregated Option Exercises and Fiscal Year-End Option Value Table. The
following information with respect to options exercised during the fiscal year
ended March 31, 1997 and remaining unexercised at the end of the fiscal year,
is presented for the named executive officers.
<PAGE>
<TABLE>
<PAGE>
Value of Unexercised
Shares Number of Securities In-the-Money Options
Acquired on Value Underlying Unexercised Options at Fiscal Year End($)(1)
Name Exercise(#) Realized($) Exercisable Unexercisable Exercisable Unexercisable
- ---------------- ---------- ---------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> ,
Michael E. McKee -- -- 10,669 -- $204,712 --
Collette E. Maxwell -- -- 8,714 -- 167,200 --
_______
(1) The value of unexercised in-the-money options is calculated based on
the average of the bid and ask price for the Company's Common Stock
as of March 31, 1997.
-7-
</TABLE>
<PAGE>
<PAGE>
Certain Transactions with the Association
Federal regulations require that all loans or extensions of credit to
executive officers and directors must be made on substantially the same terms,
including interest rates and collateral, as those prevailing at the time for
comparable transactions with other persons and must not involve more than the
normal risk of repayment or present other unfavorable features. The
Association is therefore prohibited from making any new loans or extensions of
credit to the Association's executive officers and directors at different
rates or terms than those offered to the general public and has adopted a
policy to this effect. In addition, loans made to a director or executive
officer in an amount that, when aggregated with the amount of all other loans
to such person and his or her related interests, are in excess of the greater
of $25,000 or 5% of the Association's capital and surplus (up to a maximum of
$500,000) must be approved in advance by a majority of the disinterested
members of the Board of Directors.
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COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
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Section 16(a) of the Exchange Act requires the Company's executive
officers and directors, and persons who own more than 10% of any registered
class of the Company's equity securities, to file reports of ownership and
changes in ownership with the Securities and Exchange Commission. Executive
officers, directors and greater than 10% shareholders are required by
regulation to furnish the Company with copies of all Section 16(a) forms they
file.
Based solely on its review of the copies of such forms it has received
and written representations provided to the Company by the above referenced
persons, the Company believes that during fiscal 1997 all filing requirements
applicable to its reporting officers, directors and greater than 10%
beneficial owners were properly and timely complied with.
- ------------------------------------------------------------------------------
PROPOSAL II -- RATIFICATION OF THE MANAGEMENT
RECOGNITION AND DEVELOPMENT PLAN
- ------------------------------------------------------------------------------
The Board of Directors of the Company adopted the Big Sky Bancorp, Inc.
1997 Management Recognition and Development Plan ("MRDP") on May 21, 1997 for
the benefit of officers, employees and non-employee directors of the Company
and its subsidiaries. The MRDP will be effective upon receipt of shareholder
approval. The following description of the MRDP is qualified in its entirety
by reference to the complete text of the MRDP, which is attached to this Proxy
Statement as Exhibit A.
The purpose of the MRDP is to encourage and provide an additional
incentive to non-employee directors, officers and employees of the Company and
its subsidiaries to increase the value of the Company and its Common Stock by
permitting them to acquire a significant equity interest in the Company. The
MRDP is also intended to assist the Company in retaining superior personnel
and to strengthen their desire to remain as directors or employees of the
Company.
All awards under the MRDP to officers and employees are made in the
discretion of the Board of Directors, which is generally responsible for
administration of the MRDP. Each non-employee director will recieve a
one-time award of 750 shares upon the effective date of the MRDP.
MRDP awards are made in the form of Common Stock that is subject to
restrictions on transfer of ownership. MRDP awards generally will vest over a
minimum three-year period in equal installments beginning on the first
anniversary of the effective date of the MRDP. Awards to non-employee
directors will vest over a three-year period. If the employee or non-employee
director terminates service for reasons other
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<PAGE>
<PAGE>
than retirement, death or disability, the employee or director forfeits all
rights to the allocated shares under restriction. If the employee's or
director's termination is caused by retirement, death or disability, all
restrictions expire and all shares allocated become unrestricted. MRDP awards
also will become fully vested upon a change in control (as defined in the
MRDP) of the Company or the Association. Compensation expense in the amount
of the fair market value of the Common Stock at the date of the grant to the
officer or director will be recognized over the period in which the shares
vest. An eligible officer or director will be entitled to voting and other
shareholder rights with respect to the shares while restricted. However, the
shares, while restricted, may not be sold, pledged or otherwise disposed of
and dividends paid during the period of restriction will be held in escrow.
A recipient of an award who receives a grant of restricted stock and does
not elect to be taxed at the time of grant will not recognize income upon an
award of shares of Common Stock, and the Company will not be entitled to a
deduction until the termination of the restrictions. Upon such termination,
the recipient will recognize ordinary income in an amount equal to the fair
market value of the Common Stock at the time (less any amount paid by the
recipient for such shares) and the Company will be entitled to a deduction in
the same amount after satisfying federal income tax withholding requirements.
However, the recipient may elect to recognize ordinary income in the year the
restricted stock is granted in an amount equal to the fair market value of the
shares at that time, determined without regard to the restrictions. In that
event, the Company will be entitled to a deduction in such year and in the
same amount. Any gain or loss recognized by the recipient upon subsequent
disposition of the stock will be capital in nature.
The MRDP may utilize authorized but unissued shares of Common Stock from
the Company in fulfillment of awards. Any such use of shares by the MRDP
could dilute the holdings of the Company's shareholders. The MRDP also may
also utilize shares of Common Stock held by the Company as treasury stock. No
more than 15,000 shares may be issued under the MRDP, subject to adjustment in
the event of a stock dividend, stock split, or similar event. The Board of
Directors can terminate the MRDP at any time, and if it does so, any shares
not allocated will revert to the Company.
New Plan Benefits
The MRDP provides that each non-employee director will receive 750 shares
each. Although the Company anticipates that stock awards will be made to
officers and employees on or after the effective date of the MRDP, the Board
has not made specific determinations regarding the size of individual awards.
The Board of Directors has determined that the MRDP is desirable and will
produce incentives for management that will benefit the Company and its
shareholders. The Board of Directors believes that the MRDP will be a
significant factor in aligning the interests of management with those of
shareholders and that the terms of the MRDP are consistent with the terms of
similar stock compensation programs implemented by other financial
institutions in the Company's peer group. The MRDP must be approved by a
majority of the shares of Common Stock of the Company present or represented
by proxy at the Meeting. The Board of Directors recommends a vote "FOR" the
adoption of the MRDP attached as Exhibit A.
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PROPOSAL III -- RATIFICATION OF APPOINTMENT OF AUDITORS
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The Board of Directors has renewed the Company's arrangements with
Deloitte & Touche LLP to be independent auditors for the fiscal year ending
March 31, 1998, subject to ratification by the Company's stockholders.
Although the appointment of independent auditors is not required to be
approved by stockholders, the Board of Directors believes stockholders should
participate in such selection through ratification. If the stockholders fail
to ratify the appointment of Deloitte & Touche LLP as independent
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auditors, the Board of Directors will reconsider its selection. A
representative of Deloitte & Touche LLP is expected to be present at the
Meeting, will have the opportunity to make a statement if he or she desires to
do so, and will be available to respond to appropriate questions.
The ratification of the appointment of auditors must be approved by a
majority of the votes cast by stockholders at the Meeting. The Board of
Directors recommends that stockholders vote "FOR" the ratification of the
appointment of Deloitte & Touche LLP as independent auditors of the Company
for the fiscal year ending March 31, 1998.
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STOCKHOLDER PROPOSALS
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Proposals of stockholders intended to be presented at the Company's
annual meeting to be held in 1998 must be received by the Company no later
than February 20, 1998 to be considered for inclusion in the proxy materials
and form of proxy relating to such meeting. Any such proposal shall be
subject to the requirements of the proxy rules adopted under the Exchange Act.
In addition, the Company's Certificate of Incorporation provides that in
order for business to be brought before the Annual Meeting, a shareholder must
deliver notice to the Secretary not less than 30 nor more than 60 days prior
to the date of the Annual Meeting; provided that if less than 31 days' notice
of the Annual Meeting is given to shareholders, such notice must be delivered
not later than the close of the tenth day following the day on which notice of
the Annual Meeting was mailed to shareholders. The notice must state the
shareholder's name, address and number of shares of Common Stock held, and
briefly discuss the business to be brought before the Annual Meeting, the
reasons for conducting such business at the Annual Meeting and any interest of
the shareholder in the proposal.
The Company's Certificate of Incorporation provides that if a shareholder
intends to nominate a candidate for election as a director, the shareholder
must deliver written notice of his or her intention to the Secretary of the
Company not less than thirty days nor more than sixty days prior to the date
of the Annual Meeting of shareholders; provided, however, that if less than
thirty-one days' notice of the Annual Meeting is given to shareholders, such
written notice must be delivered to the Secretary of the Company not later
than the close of the tenth day following the day on which notice of the
Annual Meeting was mailed to shareholders. The notice must set forth (i) the
name, age, business address and, if known, residence address of each nominee
for election as a director, (ii) the principal occupation or employment of
each nominee, (iii) the number of shares of Common Stock of the Company which
are beneficially owned by each such nominee, (iv) such other information as
would be required to be included pursuant to the Exchange Act in a proxy
statement soliciting proxies for the election of the proposed nominee,
including, without limitation, such person's written consent to being named in
the proxy statement as a nominee and to serving as a director, if elected, and
(v) as to the shareholder giving such notice (a) his or her name and address
as they appear on the Company's books and (b) the class and number of shares
of the Company which are beneficially owned by such shareholder.
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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. 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 judgment of the person or
persons voting the proxies.
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MISCELLANEOUS
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The cost of solicitation of proxies will be borne by the Company. The
Company will reimburse brokerage firms and other custodians, nominees and
fiduciaries for reasonable expenses incurred by them in sending proxy material
to the beneficial owners of the Common Stock. In addition to solicitations by
mail, directors, officers and regular employees of the Company and the
Association may solicit proxies personally, by telecopier or by telephone,
without additional compensation.
The Company's Annual Report to Stockholders, including financial
statements for the year ended March 31, 1997, prepared in conformity with
generally accepted accounting principles, accompanies this Proxy Statement.
Such Annual Report is not to be treated as part of the proxy solicitation
materials nor as having been incorporated herein by reference.
A copy of the Company's Annual Report on Form 10-KSB for the fiscal year
ended March 31, 1997, as filed with the Securities and Exchange Commission,
will be furnished without charge to stockholders as of the record date upon
written request to the Corporate Secretary, Big Sky Bancorp, Inc., 711 South
First Street, Hamilton, Montana 59840.
BY ORDER OF THE BOARD OF DIRECTORS
ERNEST M. KWIATKOWSKI
CORPORATE SECRETARY
Hamilton, Montana
June 23, 1997
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Exhibit A
BIG SKY BANCORP, INC.
1997 MANAGEMENT RECOGNITION AND DEVELOPMENT PLAN
SECTION 1. PURPOSE AND ADOPTION OF THE PLAN
1.01 PURPOSE. The purpose of the Big Sky Bancorp, Inc. 1997
Management Recognition and Development Plan is to assist the Corporation and
its subsidiaries in retaining and motivating key management employees and
non-employee directors who will contribute to the Corporation's success. The
Plan is intended to recognize the contributions of key management personnel to
the success of the Corporation and its subsidiaries, to link the benefits paid
to eligible employees and directors who have substantial responsibility for
the successful operation, administration and management of the Corporation
with the enhancement of shareholder value and to provide eligible employees
and directors with an opportunity to acquire a greater proprietary interest in
the Corporation through the grant of restricted shares of Stock which, in
accordance with the terms and conditions set forth below, will vest only if
the employees meet the vesting criteria established by the Board and this
Plan.
1.02 ADOPTION AND EFFECTIVE DATE. The Plan shall be effective upon
approval by the Corporation's shareholders at the 1997 annual meeting of
shareholders. The Plan will be so approved if at such meeting a quorum is
present and the votes of the holders of a majority of the securities of the
Corporation present or represented by proxy and entitled to vote with respect
to the Plan shall be cast in favor of its approval.
SECTION 2. DEFINITIONS
For purposes of this Plan, the capitalized terms set forth below
shall have the following meanings:
ASSOCIATION means First Federal Savings and Loan Association of
Montana, Hamilton, Montana.
AWARD AGREEMENT means a written agreement between the Corporation and
a Participant specifically setting forth the terms and conditions of an award
of Restricted Stock granted to a Participant pursuant to Article V of the
Plan.
BOARD means the Board of Directors of the Corporation.
CHANGE IN CONTROL shall mean an event deemed to occur if and when (a)
an offeror other than the Company purchases shares of the common stock of the
Company or the Association pursuant to a tender or exchange offer for such
shares, (b) any person (as such term is used in Sections 13(d) and 14(d)(2) of
the Exchange Act) is or becomes the beneficial owner, directly or indirectly,
of securities of the Company or Association representing twenty-five percent
(25%) or more of the combined voting power of the Company's or the
Association's then outstanding securities, (c) the membership of the board of
directors of the Company or the Association changes as the result of a
contested election, such that individuals who were directors at the beginning
of any twenty-four (24) month period (whether commencing before or after the
date of adoption of this Plan) do not constitute a majority of the Board at
the end of such period, or (d) shareholders of the Company or the Association
approve a merger, consolidation, sale or disposition of all or substantially
all of the Company's or the Association's assets or a plan of partial or
complete liquidation. If any of the events enumerated in clauses (a) - (d)
occur, the Board shall determine the effective date of the Change in Control
resulting therefrom.
CORPORATION means Big Sky Bancorp, Inc., a Delaware corporation, and
its successors.
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DATE OF GRANT means the date as of which an award of Restricted Stock
is granted in accordance with Article V.
DIRECTOR means a member of the Board of Directors of the Corporation
who is not also an employee of the Corporation or its subsidiaries.
DISABILITY means any physical or mental injury or disease of a
permanent nature which renders a Participant incapable of meeting the
requirements of the employment or service performed by such Participant
immediately prior to the commencement of such disability. The determination
of whether a Participant is disabled shall be made by the Board in its sole
and absolute discretion.
EFFECTIVE DATE means the date as of which the Plan shall become
effective, as determined in accordance with Section 1.02.
EXCHANGE ACT means the Securities Exchange Act of 1934, as amended.
FAIR MARKET VALUE shall be determined as follows:
(a) If the stock is traded or quoted on the Nasdaq Stock Market or
other national securities exchange at the time of grant of the award, then the
Fair Market Value shall be the average of the highest and lowest selling price
on such exchange on the date such award is granted or, if there were no sales
on such date, then on the next prior business day on which there was a sale.
(b) If the stock is not traded or quoted on the Nasdaq Stock Market
or other national securities exchange, then the Fair Market Value shall be a
value determined by the Board in good faith on such basis as it deems
appropriate.
PARTICIPANT means any officer selected by the Board, pursuant to
Section 3.02, to participate under the Plan or any Director who receives an
award of Restricted Stock pursuant to Section 5.01(f).
PLAN means this Big Sky Bancorp, Inc. 1997 Management Recognition and
Development Plan, as the same may be amended from time to time.
RESTRICTED STOCK means shares of Stock awarded to a Participant
subject to restrictions as described in Article V.
RETIREMENT means, (i) in the case of an officer or employee,
termination of employment or after attaining age 65 or (ii) in the case of a
Director, termination of service as a director at or after attaining age
70.
STOCK means the common stock, par value $0.01 per share, of the
Corporation.
SECTION 3. ADMINISTRATION AND PARTICIPATION
3.01 ADMINISTRATION. The Plan shall be administered by the Board
which shall have exclusive and final authority and discretion in each
determination, interpretation or other action affecting the Plan and its
Participants. The Board shall have the sole and absolute authority and
discretion to interpret the Plan, to establish and modify administrative rules
for the Plan, to select, in accordance with Section 3.02, the persons
who will be Participants hereunder, to impose, in accordance with Section
5.01, such conditions and restrictions as it determines appropriate and to
take such other actions and makes such other determinations in connection
with the Plan as it may deem necessary or advisable.
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3.02 DESIGNATION OF PARTICIPANTS. Participants in the Plan shall be
such officer and employees of the Corporation and its subsidiaries as the
Board, in its sole discretion, may designate. The Board shall consider such
factors as it deems pertinent in selecting Participants. Directors shall
participate in the Plan only to the extent provided in Section 5.01(f)
SECTION 4. STOCK ISSUABLE UNDER THE PLAN
4.01 NUMBER OF SHARES OF STOCK ISSUABLE. Subject to adjustments as
provided in Section 6.03, the maximum number of shares of Stock available for
issuance under the Plan shall be 15,000. The Stock to be offered under the
Plan shall be authorized and unissued Stock or Stock which shall have been
reacquired by the Corporation and held in its treasury.
4.02 SHARES SUBJECT TO TERMINATED AWARDS. Shares of Stock forfeited
as provided in Section 5.02 may again be issued under the Plan.
SECTION 5. RESTRICTED STOCK
5.01 RESTRICTED STOCK AWARDS. Subject to the terms of this Plan, the
Board may grant to any officer or employee Participant an award of Restricted
Stock in respect of such number of shares of Stock, and subject to such terms
and conditions relating to forfeitability and restrictions on delivery and
transfer (whether based on performance standards, periods of service or
otherwise), as the Board shall determine in its sole discretion. The terms of
all such Restricted Stock awards shall be set forth in an Award Agreement
between the Corporation and a Participant which shall contain such provisions,
not inconsistent with this Plan, as shall be determined by the Board.
(a) ISSUANCE OF RESTRICTED STOCK. As soon as practicable after the
Date of Grant of Restricted Stock, the Corporation shall cause to be
transferred on the books of the Corporation shares of Stock, registered on
behalf of the Participant, evidencing such Restricted Stock, but subject to
forfeiture to the Corporation retroactive to the Date of Grant if an Award
Agreement delivered to the Participant by the Corporation with respect to the
Restricted Stock is not duly executed by the Participant and timely returned
to the Corporation. Unless the Board determines otherwise, until the lapse or
release of all restrictions applicable to an award of Restricted Stock, the
stock certificates representing such Restricted Stock shall be held in custody
by the Corporation or its designee.
(b) LIMITATIONS ON AWARDS. Notwithstanding anything herein to the
contrary, no award of Restricted Stock under the Plan shall vest more rapidly
than in substantially equal installments over a three-year period beginning on
the Date of Grant.
(c) SHAREHOLDER RIGHTS. Beginning on the Date of Grant of the
Restricted Stock and subject to execution of the Award Agreement as provided
in Section 5.01(a), the Participant shall become a shareholder of the
Corporation with respect to all Stock subject to the Award Agreement and shall
have all of the rights of a shareholder, including, but not limited to, the
right to vote such Stock and the right to receive dividends and other
distributions paid with respect to such Stock; provided, however, that any
Stock distributed as a dividend or otherwise with respect to any Restricted
Stock as to which the restrictions have not yet lapsed shall be subject to the
same restrictions as such Restricted Stock and shall be held as prescribed
in Section 5.01(a). Cash dividends paid with respect to Restricted Stock
shall be held by the Corporation in escrow until such time as the Participant
vests in such shares. The Corporation may credit a reasonable rate of
interest to such cash dividends prior to distribution.
(d) RESTRICTION ON TRANSFERABILITY. None of the Restricted Stock
may be assigned, transferred (other than by will or the laws of descent and
distribution), pledged, sold or otherwise disposed of prior to lapse or
release of the restrictions applicable thereto.
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(e) DELIVERY OF STOCK UPON RELEASE OF RESTRICTIONS. Upon expiration
or earlier termination of the forfeiture period without a forfeiture, and the
satisfaction of or release from any other conditions prescribed by the Board,
the restrictions applicable to the Restricted Stock shall lapse. As promptly
as administratively feasible thereafter, subject to the requirements of
Section 6.02, the Corporation shall deliver to the Participant or, in case of
the Participant's death, to the Participant's legal representatives, one or
more stock certificates for the appropriate number of shares of Stock, free of
all such restrictions, except for any restrictions that may be imposed by law.
(f) Notwithstanding anything herein to the contrary, upon the
Effective Date, each Director shall receive an award of 750 shares of
Restricted Stock. All Director awards shall vest in equal installments over
a three-year period beginning on the Date of Grant and such awards shall, in
all other respects, be subject to the terms and conditions of this Plan.
5.02 TERMS OF RESTRICTED STOCK; FORFEITURE OF RESTRICTED STOCK.
Subject to Section 5.02(b), all Restricted Stock shall be forfeited and
returned to the Corporation and all rights of the Participant with respect to
such Restricted Stock shall cease and terminate in their entirety if during
the forfeiture period the employment or service as a Director of the
Participant with the Corporation and its subsidiaries terminates for any
reason. Subject to the terms of the Plan, the Board, in its sole discretion,
shall establish the forfeiture period for each grant of Restricted Stock, and
may provide for the forfeiture period to lapse in installments.
Notwithstanding the foregoing, upon the termination of a Participant's
employment (or service as a Director) by reason of death, Disability,or
Retirement all forfeiture restrictions imposed on Restricted Stock shall
immediately and fully lapse. In addition, upon the occurrence of a Change in
Control, all forfeiture restrictions imposed on Restricted Stock shall
immediately and fully lapse.
SECTION 6. MISCELLANEOUS
6.01 LIMITATIONS ON TRANSFER. The rights and interest of a
Participant under the Plan may not be assigned or transferred other than by
will or the laws of descent and distribution. During the lifetime of a
Participant, only the Participant personally may exercise rights under the
Plan.
6.02 TAXES. The Corporation shall be entitled to withhold (or secure
payment from the Participant in lieu of withholding) the amount of any
withholding or other tax required by law to be withheld or paid by the
Corporation with respect to any Stock issuable under this Plan, or with
respect to any income recognized upon the lapse of restrictions applicable to
Restricted Stock and the Corporation may defer issuance of Stock hereunder
until and unless indemnified to its satisfaction against any liability for any
such tax. The amount of such withholding or tax payment shall be determined
by the Board or its delegate and shall be payable by the Participant at such
time as the Board determines. Such withholding obligation may be satisfied
by, without limitation, the payment of cash by the Participant to the
Corporation, the tendering of previously acquired shares of Stock of the
Participant or the withholding, at the appropriate time, of shares of Stock
otherwise issuable to the Participant, in a number sufficient, based upon the
Fair Market Value of such Stock, to satisfy such tax withholding requirements.
The Board shall be authorized, in its sole discretion, to establish such rules
and procedures relating to any such withholding methods as it deems necessary
or appropriate, including, without limitation, rules and procedures relating
to elections by Participants who are subject to the provisions of Section 16
of the Exchange Act.
6.03 ADJUSTMENTS TO REFLECT CAPITAL CHANGES. The amount and kind of
Stock available for issuance under the Plan and the limit on the number of
shares of Stock in respect of which awards may be made to any Participant in
any calendar year shall be appropriately adjusted to reflect any stock
dividend, stock split, combination or exchange of shares, merger,
consolidation or other change in capitalization with a similar substantive
effect upon the Plan. The Board shall have the power and sole discretion to
determine the nature and amount of the adjustment, if any, to be made pursuant
to this Section 6.03.
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6.04 NO RIGHT TO AWARD; NO RIGHT TO EMPLOYMENT. No employee or other
person shall have any claim of right to be permitted to participate or be
granted an award under this Plan. Neither the Plan nor any action taken
hereunder shall be construed as giving any employee any right to be retained
in the employ of the Corporation.
6.05 GOVERNING LAW. The Plan and all determinations made and actions
taken pursuant to the Plan shall be governed by the laws of the State of
Delaware other than the conflict of laws provisions of such laws, and shall be
construed in accordance therewith.
6.06 CAPTIONS. The captions (i.e., all Section and subsection
headings) used in the Plan are for convenience only, do not constitute a part
of the Plan, and shall not be deemed to limit, characterize or affect
in any way any provisions of the Plan, and all provisions of the Plan shall be
construed as if no captions had been used in the Plan.
6.07 SEVERABILITY. Whenever possible, each provision in the Plan and
every Award Agreement shall be interpreted in such manner as to be effective
and valid under applicable law, but if any provision of the Plan or any Award
Agreement shall be held to be prohibited by or invalid under applicable
law, then (a) such provision shall be deemed amended to accomplish the
objectives of the provision as originally written to the fullest extent
permitted by law and (b) all other provisions of the Plan and every Award
Agreement shall remain in full force and effect.
6.08 LEGENDS. All certificates for Stock delivered under the Plan
shall be subject to such transfer restrictions set forth in the Plan and such
other restrictions as the Board may deem advisable under the rules,
regulations and other requirements of the Securities and Exchange Commission,
any stock exchange upon which the Stock is then listed and any applicable
federal or state securities law, and the Board may cause a legend or legends
to be endorsed on any such certificates making appropriate references to such
restrictions.
6.09 AMENDMENT AND TERMINATION.
(a) AMENDMENT. The Board shall have complete power and authority to
amend the Plan at any time it is deemed necessary or appropriate; provided,
however, that no amendment shall be made without shareholder approval if such
approval is necessary if company with an applicable tax laws or regulatory
requirement. No termination or amendment of the Plan may, without the consent
of the Participant to whom any award shall theretofore have been granted under
the Plan, adversely affect the right of such individual under such award.
(b) TERMINATION. The Board shall have the right and the power to
terminate the Plan at any time. Unless sooner terminated by action of the
Board, the Plan shall automatically terminate, without further action of the
Board or the Corporation's shareholders, on the tenth anniversary of the
Effective Date. No award shall be granted under the Plan after the
termination of the Plan, but the termination of the Plan shall not have any
other effect and any award outstanding at the time of the termination of the
Plan shall continue in effect in accordance with its terms as if the Plan has
not terminated.
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BIG SKY BANCORP, INC.
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ANNUAL MEETING OF STOCKHOLDERS
July 30, 1997
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The undersigned hereby appoints the official proxy committee
consisting of all of the members of the Board of Directors of Big Sky Bancorp,
Inc. (the "Company"), 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, to be held at 3600 Brooks Street, Missoula, Montana, on July 30,
1997, at 10:00 a.m., Mountain Time, and at any and all adjournments thereof,
as follows:
FOR WITHHELD
I. The election as directors of all nominees listed below [ ] [ ]
(except as marked to the contrary below).
Robert K. Ford
Collette E. Maxwell
INSTRUCTION: To withhold your vote for any individual
nominee, write the nominee's name on the line below.
FOR AGAINST ABSTAIN
II. The ratification of the adoption of the
Big Sky Bancorp, Inc. 1997 [ ] [ ] [ ]
Management Recognition and
Development Plan.
FOR AGAINST ABSTAIN
III. The ratification of the appointment of [ ] [ ] [ ]
Deloitte & Touche LLP as independent
auditors for the Company for the
fiscal year ending March 31, 1998.
The Board of Directors recommends a vote "FOR" the listed proposals.
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THIS PROXY WILL BE VOTED AS DIRECTED, BUT IF NO INSTRUCTIONS ARE SPECIFIED
THIS PROXY WILL BE VOTED "FOR" THE PROPOSALS STATED. IF ANY OTHER BUSINESS IS
PRESENTED AT THE MEETING, THIS PROXY WILL BE VOTED BY THOSE NAMED IN THIS
PROXY IN THEIR BEST JUDGMENT. AT THE PRESENT TIME, THE BOARD OF DIRECTORS
KNOWS OF NO OTHER BUSINESS TO BE PRESENTED AT THE MEETING. THIS PROXY ALSO
CONFERS DISCRETIONARY AUTHORITY ON THE BOARD OF DIRECTORS TO VOTE WITH RESPECT
TO THE ELECTION OF ANY PERSON AS DIRECTOR WHERE A NOMINEE LISTED ABOVE IS
UNABLE TO SERVE OR FOR GOOD CAUSE WILL NOT SERVE, AND MATTERS INCIDENT TO THE
CONDUCT OF THE ANNUAL MEETING.
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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 acknowledges receipt from the Company prior to the
execution of this Proxy, of the Notice of the Annual Meeting of Stockholders,
a Proxy Statement dated June 23, 1997 and the 1997 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 a corporation, please sign in full
corporate name by the president or other authorized officer. If a
partnership, please sign in partnership name by authorized person. For joint
accounts, only one signature is required.
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PLEASE COMPLETE, DATE, SIGN AND MAIL THIS PROXY PROMPTLY IN THE ENCLOSED
POSTAGE-PAID ENVELOPE.
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