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
UNION FINANCIAL BANCSHARES, INC.
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(Name of Registrant as Specified in Its Charter)
UNION FINANCIAL BANCSHARES, INC.
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(Name of Person(s) Filing Proxy Statement)
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:
N/A
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(2) Aggregate number of securities to which transactions applies:
N/A
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:
N/A
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(4) Proposed maximum aggregate value of transaction:
N/A
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[ ] 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
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(2) Form, schedule or registration statement no.:
N/A
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(3) Filing party:
N/A
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4) Date filed:
N/A
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<PAGE>
<PAGE>
December 30, 1997
Dear Stockholder:
You are cordially invited to attend the Annual Meeting of Stockholders of
Union Financial Bancshares, Inc. to be held in the Community Room of the
University of South Carolina, Union Campus, at Academy and North Mountain
Streets, Union, South Carolina, on Wednesday, January 21, 1998 at 2:00 p.m.,
Eastern time.
The Notice of Annual Meeting and Proxy Statement 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 Corporation. Directors
and officers of the Corporation, as well as a representative from the
Corporation's independent accounting firm, Elliott, Davis & Company, 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,
/s/ Carl L. Mason
Carl L. Mason
Chairman of the Board
<PAGE>
<PAGE>
UNION FINANCIAL BANCSHARES, INC.
203 West Main Street
Union, South Carolina 29379
(864) 427-9000
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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held on January 21, 1998
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NOTICE IS HEREBY GIVEN THAT the 1998 Annual Meeting of Stockholders of
Union Financial Bancshares, Inc. (the "Corporation") will be held in the
Community Room of the University of South Carolina, Union Campus, at Academy
and North Mountain Streets, Union, South Carolina on Wednesday, January 21,
1998, at 2:00 p.m., Eastern time, for the following purposes:
1. To elect two directors to serve for a term of three years;
2. To ratify the appointment of Elliott, Davis & Company, LLP as
auditors for the Corporation for the fiscal year ending
September 30, 1998; and
3. 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 any one of the foregoing proposals at the
meeting on the date specified above, or on any date or dates to which, by
original or later adjournment, the meeting may be adjourned. Stockholders of
record at the close of business on December 1, 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
/s/ Wanda J. Wells
WANDA J. WELLS
CORPORATE SECRETARY
Union, South Carolina
December 30, 1997
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IMPORTANT: THE PROMPT RETURN OF PROXIES WILL SAVE THE CORPORATION THE EXPENSE
OF FURTHER REQUESTS FOR PROXIES IN ORDER TO INSURE 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>
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PROXY STATEMENT
OF
UNION FINANCIAL BANCSHARES, INC.
203 West Main Street
Union, South Carolina 29379
(864) 427-9000
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ANNUAL MEETING OF STOCKHOLDERS
January 21, 1998
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This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of Union Financial Bancshares, Inc.
("Corporation") to be used at the Annual Meeting of Stockholders of the
Corporation. The Annual Meeting will be held in the Community Room of the
University of South Carolina, Union Campus, at Academy and North Mountain
Streets, on Wednesday, January 21, 1998, at 2:00 p.m., Eastern time. The
Corporation is the holding company for Provident Community Bank (the "Bank").
This Proxy Statement and the enclosed proxy card are being first mailed to
stockholders on or about December 30, 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 December 1, 1997 are entitled to one vote for each share of common
stock ("Common Stock") of the Corporation then held. As of December 1, 1997,
the Corporation had 834,100 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 and FOR ratification of the
appointment of Elliott, Davis & Company, LLP as the Corporation's auditors.
If a shareholder 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 shareholders present in person or by proxy
and entitled to vote. Stockholders are not permitted to cumulate their votes
for the election of directors. With respect to the election of directors,
votes may be cast for or withheld from each nominee. Votes that are withheld
and broker non-votes will have no effect on the outcome of the election
because the nominees receiving the greatest number of votes will be elected.
With respect to the ratification of auditors, stockholders may vote for the
proposal, against the proposal or may abstain from voting. Ratification of
the appointment of Elliott, Davis & Company, LLP will require the affirmative
vote of a majority of the shares present in person or by proxy at the Annual
Meeting. Thus, abstentions will have the same effect as a vote against
ratification of the appointment of the auditors while broker non-votes will
have no effect on the voting.
Revocation of a Proxy. Stockholders who execute proxies retain the right
to revoke them at any time before they are voted. 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.
<PAGE>
<PAGE>
Attendance at the Annual Meeting will not automatically revoke a proxy, but a
shareholder in attendance may request a ballot and vote in person, thereby
revoking a prior granted proxy.
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SECURITIES OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
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Persons and groups who beneficially own in excess of 5% of the
Corporation's Common Stock are required to file certain reports regarding such
ownership pursuant to the Securities Exchange Act of 1934, as amended
("Exchange Act"). Based upon such reports, the following table sets forth, as
of December 1, 1997, certain information as to those persons who were
beneficial owners of more than 5% of the outstanding shares of Common Stock.
Management knows of no persons other than those set forth below who owned more
than 5% of the Corporation's outstanding shares of Common Stock at December 1,
1997. The table also sets forth, as of December 1, 1997, information as to
the shares of Common Stock beneficially owned by each director, by the Chief
Executive Officer of the Corporation and by all executive officers and
directors of the Corporation as a group.
Amount and Nature Percent of
of Beneficial Common Stock
Beneficial Owner Ownership (a) Outstanding
- ---------------- ------------- -----------
Beneficial Owners of More Than 5%
A. Foster Jordan 48,336 (b) 5.8%
537 Thompson Blvd.
Union, South Carolina 29379
Directors and Chief Executive Officer
Dwight V. Neese(c) 33,500 3.9
David G. Russell 10,966 1.3
Carl L. Mason 5,092 0.6
William M. Graham 6,248 0.7
Louis M. Jordan 38,106 4.6
Mason G. Alexander 5,300 0.6
James W. Edwards 2,375 0.3
All Executive Officers and 153,654 17.0
Directors as a group
(12 persons)
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(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
the Corporation's Common Stock if he or she has voting 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 the persons named in the table
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 December 1, 1997 through the
exercise of stock options granted pursuant to the Corporation's stock
option plans: Mr. Neese, 28,000; Mr. Russell, 3,000; Mr. Mason, 3,000;
Mr. Graham, 3,000; Mr. Jordan, 3,000; Mr. Alexander, 1,000; Mr. Edwards,
2,000; and all executive officers and directors as a group, 67,980.
(b) Based on Amendment No. 1 to Schedule 13D dated May 13, 1996. According
to this filing, Mr. Jordan has sole voting and dispositive power with
respect to 48,336 shares.
(c) Mr. Neese is also the Chief Executive Officer of the Corporation.
-2-
<PAGE>
<PAGE>
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PROPOSAL 1 -- ELECTION OF DIRECTORS
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The Corporation's Board of Directors consists of seven members. The
Board of Directors is divided into three classes with three-year staggered
terms, with approximately one third of the directors elected each year. Two
directors will be elected at the Annual Meeting to serve for a three-year
period, or until their respective successors have been elected and qualified.
The nominees for election this year are Mason G. Alexander and James W.
Edwards. The nominees are current members of the Board of Directors of the
Corporation.
It is intended that the proxies solicited by the Board of Directors will
be voted "FOR" the election of the above named nominees. If any nominee is
unable to serve, the shares represented by all valid proxies will be voted for
the election of such substitute director as the Board of Directors may
recommend. 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
election of Messrs. Alexander and Edwards.
The following table sets forth certain information regarding the nominees
for election at the Annual Meeting, as well as information regarding those
directors continuing in office after the Annual Meeting. Unless otherwise
indicated, the principal occupation for each person below has been his
occupation for the past five years.
Year First
Elected or
Appointed Term to
Name Age (a) Principal Occupation Director (b) Expire
- ---- ------- -------------------- ------------ ------
BOARD NOMINEES
Mason G. Alexander 65 Director of Mid-South 1996 2001(c)
Management Company,
Spartanburg, South
Carolina
James W. Edwards 60 Dean of Academics at the 1996 2001(c)
University of South
Carolina, Union Campus,
Union, South Carolina
DIRECTORS CONTINUING IN OFFICE
David G. Russell 69 Self-employed accountant, 1978 1999
Union, South Carolina
Carl L. Mason 53 President of Cone Finishing, 1989 1999
a textile finishing company
William M. Graham 53 Sole owner and operator of 1990 1999
Graham's Flowers, Union,
South Carolina
Louis M. Jordan 62 Major stockholder of Jordan's 1971 2000
Ace Hardware, Inc., Union,
South Carolina
(table continued on following page)
-3-
<PAGE>
<PAGE>
Year First
Elected or
Appointed Term to
Name Age (a) Principal Occupation Director (b) Expire
- ---- ------- -------------------- ------------ ------
Dwight V. Neese 47 President and Chief Executive 1995 2000
Officer of the Corporation
and the Bank since September
1995. Former Executive Vice
President and Chief Operating
Officer of Home Federal
Savings Bank of South Carolina,
from February 1992 to September
1995. Previously Senior Vice
President/Division President of
First Savings Bank, FSB,
Greenville, South Carolina
- ------------------
(a) At September 30, 1997.
(b) Includes prior service on the Board of Directors of the Bank.
(c) Assuming the individual is re-elected.
Meetings and Committees of the Board of Directors
The Boards of Directors of the Corporation and the Bank conduct their
business through meetings of the Boards and through their committees. During
the fiscal year ended September 30, 1997, the Board of Directors of the
Corporation held 12 meetings and the Board of Directors of the Bank held 13
meetings. No director of the Corporation or the Bank attended fewer than 75%
of the total meetings of the Board of Directors and committee meetings on
which such Board member served during this period.
The Bank's Human Resource Committee, composed of Directors Alexander
(Chairman), Mason and Russell, meets as needed to review the employee wage and
benefit package, hear employee grievances and prepare employee job
descriptions. This Committee met six times during the 1997 fiscal year.
The Corporation's Audit/Compliance Committee, composed of Directors
Russell (Chairman), Edwards and Jordan, meets as needed to select and review
the work performed by the independent auditors. This Committee met four times
during the 1997 fiscal year.
The Corporation's Nominating Committee, composed of Directors Jordan
(Chairman), Mason and Graham, selects nominees for election as directors.
This Committee met one time during fiscal year 1997 to appoint nominees for
director at the Annual Meeting.
The Corporation and the Bank also maintain Loan, Asset/Liability, Long
Range Planning and Strategic Planning Committees.
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DIRECTORS' COMPENSATION
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The seven members of the Corporation's Board of Directors are the same
seven individuals who serve on the Bank's Board of Directors. Members of the
Board of Directors of the Bank receive a monthly fee of $900. The Chairman of
the Board of Directors receives an additional monthly fee of $300. Committee
members do not receive additional fees for committee meetings attended.
Currently, directors do not receive any fees for service on the Corporation's
Board of Directors.
-4-
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<PAGE>
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EXECUTIVE COMPENSATION
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Summary Compensation Table
The following information is furnished for the Chief Executive Officer of
the Corporation. No other executive officer of the Corporation or the Bank
received salary and bonuses in excess of $100,000 during the fiscal year ended
September 30, 1997.
<PAGE>
<TABLE>
Annual Compensation Long-Term Compensation
------------------------------------ ----------------------
Name and Other Annual Securities Underlying All Other
Position Year Salary($) Bonus($) Compensation($) Options(#) Compensation($)
- -------- ---- --------- -------- --------------- ---------- ---------------
<S> <C> <C> <C> <C> <C> <C>
Dwight V. Neese (1) 1997 $115,000 $27,000 -- -- $18,132(2)
President and Chief 1996 108,000 -- -- -- 7,863
Executive Officer 1995 9,000 -- -- 40,000 --
- ----------------
(1) Mr. Neese joined the Corporation in September 1995.
(2) Represents employer contribution to 401(k) plan of $7,089 and
contribution to money purchase pension plan of $11,043.
</TABLE>
<PAGE>
Option Exercise/Value Table
The following information with respect to options exercised during the
fiscal year ended September 30, 1997 and remaining unexercised at the end of
the fiscal year is presented for Mr. Neese.
<PAGE>
<TABLE>
Value of Unexercised
Number of Securities In-the-Money Options
Shares Underlying Unexercised Options at Fiscal Year End($)(1)
Acquired on Value ------------------------------ --------------------------
Name Exercise (#) Realized($) Exercisable Unexercisable Exercisable Unexercisable
- ---- ------------ ----------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Dwight V. Neese -- -- 21,900 18,100 $342,078 $282,722
______________
(1) Value of unexercised in-the-money options equals market value of shares
covered by in-the-money options on September 30, 1997 less the option
exercise price. Options are in-the-money if the market value of the
shares covered by the options is greater than the option exercise price.
</TABLE>
<PAGE>
Employment Agreement
Effective September 5, 1995, the Corporation and the Bank entered into a
three-year employment agreement ("Agreement") with Dwight V. Neese, President
and Chief Executive Officer. The term of the Agreement may be extended for an
additional 12 full calendar months by action of the Board of Directors on the
anniversary date of the Agreement. Mr. Neese's base salary for the 1998
fiscal year is $120,000. The Agreement may be terminated at any time by the
Board of Directors for "cause," as defined in the Agreement. In the event
that Mr. Neese's employment is terminated without "cause," the Agreement
provides that Mr. Neese's current salary and benefits would be continued
through the remaining term of the Agreement. The Agreement provides for
severance payments if employment is terminated following a change in control
(as defined in the Agreement), equal to 2.99 times the average annual
compensation paid to Mr. Neese during the five years immediately preceding the
change in control and continuation of other employee benefits for three years.
The sum would be paid promptly after any change in control. Based upon the
1997 compensation level of Mr. Neese, the aggregate payment that would be
payable should a change in control occur in 1998 under the terms of the
Agreement would be approximately $358,800. Section 280G of the Internal
Revenue Code of 1986, as amended ("Code"), states that severance payments that
equal or exceed three times the base compensation of the individual are deemed
to be "excess parachute payments" if they are contingent upon a change in
control. Individuals receiving excess parachute payments are subject to a 20%
excise tax on the amount of such excess payments, and the Corporation is not
entitled to deduct such excess payments.
-5-
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<PAGE>
The Agreement might have an anti-takeover effect since it could make an
acquisition of the Corporation more costly for a potential acquiror.
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TRANSACTIONS WITH MANAGEMENT
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Federal regulations require that all loans or extensions of credit to
executive officers and directors must generally be made on substantially the
same terms, including interest rates and collateral, as those prevailing at
the time for comparable transactions with other persons (unless the loan or
extension of credit is made under a benefit program generally available to all
other employees and does not give preference to any insider over any other
employee) and must not involve more than the normal risk of repayment or
present other unfavorable features. In addition, loans made to a director or
executive officer in an amount that, when aggregated with the amount of all
other loans to such person and his 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. The Corporation's policy is
not to make any new loans or extensions of credit to executive officers and
directors at different rates or terms than those offered to the general public
and to have the Board of Directors approve all loans to executive officers and
directors.
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PROPOSAL 2 -- RATIFICATION OF APPOINTMENT OF AUDITORS
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The Board of Directors has appointed Elliott, Davis & Company, LLP to be
its auditors for the 1998 fiscal year, subject to the ratification by
stockholders. A representative of Elliott, Davis & Company, LLP is expected
to be present at the Annual Meeting to respond to appropriate questions from
stockholders and will have the opportunity to make a statement should he or
she desire to do so.
If the ratification of the appointment of the auditors is not approved by
a majority of the votes cast by stockholders at the Annual Meeting, other
independent public accountants will be considered by the Board of Directors.
The Board of Directors recommends that stockholders vote "FOR" the
ratification of the appointment of auditors.
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OTHER MATTERS
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The Board of Directors is not aware of any business to come before the
Annual Meeting other than those matters described 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 Corporation.
The Corporation 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 the Common Stock. In addition to
solicitations by mail, directors, officers, and regular employees of the
Corporation may solicit proxies personally or by telecopier or telephone
without additional compensation.
The Corporation's Annual Report to Stockholders has been mailed to all
stockholders of record as of the close of business on December 1, 1997. Any
stockholder who has not received a copy of such Annual Report may obtain a
copy by writing the Corporation. The Annual Report is not to be treated as a
part of the proxy solicitation material or as having been incorporated herein
by reference.
-6-
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<PAGE>
A copy of the Corporation's Form 10-KSB for the fiscal year ended
September 30, 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, Union Financial Bancshares, Inc., 203 West
Main Street, Union, South Carolina 29379.
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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 Corporation's executive
officers and directors, and persons who beneficially own more than 10% of any
registered class of the Corporation's equity securities, to file reports of
ownership and changes in ownership with the SEC. Executive officers,
directors and greater than 10% shareholders are required by regulation to
furnish the Corporation 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 Corporation by the above
referenced persons, the Corporation believes that during the fiscal year ended
September 30, 1997 its reporting officers, directors and greater than 10%
shareholders properly and timely complied with all applicable filing
requirements.
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STOCKHOLDER PROPOSALS
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Proposals of stockholders intended to be presented at the Corporation's
annual meeting to be held in 1999 must be received by the Corporation no later
than September 1, 1998 to be considered for inclusion in the proxy materials
and form of proxy relating to such meeting. Any such proposals shall be
subject to the requirements of the proxy rules adopted under the Exchange Act.
The Corporation's Certificate of Incorporation provides that in order for
a stockholder to make nominations for the election of directors or proposals
for business to be brought before the Annual Meeting, a stockholder must
deliver notice of such nominations and/or proposals 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
stockholders, 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 stockholders. As specified in the Certificate of Incorporation, the notice
with respect to nominations for election of directors must set forth certain
information regarding each nominee for election as director, including such
person's written consent to being named in the proxy statement as a nominee
and to serving as a director, if elected, and certain information regarding
the stockholder giving such notice. The notice with respect to business
proposals to be brought before the Annual Meeting must state the stockholder'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
stockholder in the proposal.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Wanda J. Wells
WANDA J. WELLS
CORPORATE SECRETARY
Union, South Carolina
December 30, 1997
-7-
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<PAGE>
REVOCABLE PROXY
UNION FINANCIAL BANCSHARES, INC.
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ANNUAL MEETING OF STOCKHOLDERS
January 21, 1998
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The undersigned hereby appoints the Board of Directors as the official
proxy committee with full powers of substitution to act as attorneys and
proxies for the undersigned, to vote all shares of Common Stock of Union
Financial Bancshares, Inc. (the "Corporation") which the undersigned is
entitled to vote at the Annual Meeting of Stockholders, to be held at the
Community Room of the University of South Carolina, Union Campus, Academy and
North Mountain Streets, Union, South Carolina, on Wednesday, January 21, 1998
at 2:00 p.m., local time, and at any and all adjournments thereof, as follows:
VOTE
FOR WITHHELD
1. The election as directors of all [ ] [ ]
nominees listed below (except as
marked to the contrary below) or
until their successors have been
elected and qualify.
Mason G. Alexander
James W. Edwards
INSTRUCTION: To withhold your
vote for any individual nominee,
write the nominee's name on the
line below.
FOR AGAINST ABSTAIN
--- ------- -------
2. The ratification of the appointment of [ ] [ ] [ ]
Elliott, Davis & Company, LLP as auditors
for the Corporation for the 1998 fiscal year.
3. In their discretion, upon such other matters
as may properly come before the meeting.
The Board of Directors recommends a vote "FOR" each of the listed
propositions.
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This proxy will be voted as directed, but if no instructions are specified
this proxy will be voted FOR each of the propositions stated. If any other
business is presented at the Annual Meeting, this proxy will be voted by the
Board of Directors in its best judgement. At the present time, the Board of
Directors knows of no other business to be presented at the Annual Meeting.
This proxy also confers discretionary authority on the official proxy
committee to vote with respect to approval of the minutes of the prior meeting
of stockholders, 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.
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<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
Corporation 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 Corporation prior to the
execution of this proxy of Notice of the Annual Meeting of Stockholders, a
Proxy Statement dated December 30, 1997 and an Annual Report.
Dated: , 199__
--------------------
- ------------------------------------ ------------------------------------
PRINT NAME OF STOCKHOLDER PRINT NAME OF STOCKHOLDER
- ------------------------------------ ------------------------------------
PRINT NAME OF STOCKHOLDER PRINT NAME 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.
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PLEASE COMPLETE, DATE, SIGN AND MAIL THIS PROXY PROMPTLY IN THE ENCLOSED
POSTAGE-PAID ENVELOPE.
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<PAGE>
