SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
Filed by the Registrant |X|
Filed by a Party other than the Registrant |_|
Check the appropriate box:
|_| Preliminary Proxy Statement |_| Confidential, for Use of
the Commission Only (as
permitted by Rule 14a-6(e)(2))
|X| Definitive Proxy Statement
|_| Definitive Additional Materials
|_| Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
INTERVEST BANCSHARES CORPORATION
(Name of Registrant as Specified in its Charter)
NOT APPLICABLE
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
|X| No fee required
|_| Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11
|_| Fee paid previously with preliminary materials
|_| Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by Registration
Statement number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid: _____________________________________
(2) Form, Schedule or Registration Statement No.: _______________
(3) Filing Party: _______________________________________________
(4) Date Filed: _________________________________________________
<PAGE>
Notice of Annual Meeting of Shareholders
to be held on Wednesday, May 24, 2000
NOTICE IS HEREBY GIVEN that the 2000 Annual Meeting of Shareholders
(the "Annual Meeting") of Intervest Bancshares Corporation (the "Company") will
be held on Wednesday, May 24, 2000, at 9:30 a.m., New York time, at the offices
of Intervest National Bank, One Rockefeller Plaza (Suite 300), New York, New
York for the following purposes:
1. To elect directors; and
2. To transact such other business as may properly come before the
Annual Meeting or any adjournments thereof.
Pursuant to the Bylaws, the Board of Directors has fixed the close of
business on April 17, 2000 as the record date for the determination of
shareholders entitled to notice of and to vote at the Annual Meeting. Only
holders of Class A or Class B Common Stock of record at the close of business on
that date will be entitled to notice of and to vote at the Annual Meeting or any
adjournment thereof.
By Order of the Board of Directors
New York, New York /s/Jerome Dansker
April 20, 2000 Jerome Dansker
Chairman of the Board
IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. THEREFORE, WHETHER OR NOT YOU
PLAN TO BE PRESENT IN PERSON AT THE ANNUAL MEETING, PLEASE SIGN, DATE AND
COMPLETE THE ENCLOSED PROXY AND RETURN IT IN THE ENCLOSED ENVELOPE WHICH
REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES.
<PAGE>
PROXY STATEMENT
2000 ANNUAL MEETING OF STOCKHOLDERS
MAY 24, 2000
INTERVEST BANCSHARES CORPORATION
10 Rockefeller Plaza (Suite 1015)
New York, New York 10020-1903
(212 ) 218-2800
This Proxy Statement is furnished in connection with the solicitation by the
Board of Directors (212) 218-2800York 10020-1903015)RS (sometimes referred to
herein as the "Board") of Intervest Bancshares Corporation, a Delaware
corporation (the "Company") of proxies for use at the Annual Meeting of
Stockholders (the "Annual Meeting"), to be held on May 24, 2000, or any
adjournment thereof, for the purposes set forth in the accompanying Notice of
Annual Meeting of Stockholders. This Proxy Statement and the accompanying proxy
are being mailed to stockholders commencing on or about April 20, 2000. The
Annual Report for the year ended December 31, 1999, including financial
statements, is being mailed to stockholders concurrently with the mailing of
this Proxy Statement.
You will find a form of proxy in the envelope in which you received this Proxy
Statement. Please sign and return this proxy in the enclosed postage-paid
envelope. A stockholder giving a proxy may revoke it at any time prior to the
commencement of the Annual Meeting by: filing a written notice of revocation
with the Secretary of the Company prior to the meeting; delivering to the
Secretary of the Company a duly executed proxy bearing a later date; or
attending the Annual Meeting, filing a written notice of revocation with the
Secretary of the meeting and voting in person.
If the enclosed form of proxy is properly signed and returned to the Company in
time to be voted at the Annual Meeting, the shares represented thereby will be
voted in accordance with the instructions marked thereon. Signed proxies with no
instructions thereon with respect to the proposal set forth in the accompanying
Notice of Annual Meeting will be voted FOR the election of the nominees as
director. If any other matters are properly brought before the Annual Meeting,
the persons named in the accompanying proxy will vote the shares represented by
such proxy on such matters as shall be determined by a majority of the Board of
Directors or its Executive Committee.
The voting securities of the Company entitled to vote at the Annual Meeting
consist of shares of Class A and Class B Common Stock. Only stockholders of
record at the close of business on April 17, 2000 are entitled to notice of and
to vote at the Annual Meeting. As of March 21, 2000, there were 3,535,629 shares
of the Company's Class A Common Stock and 355,000 shares of the Company's Class
B Common Stock issued and outstanding. The holders of the outstanding shares of
Class B Common Stock are entitled to vote for the election of two-thirds of the
directors of the Company rounded up to the nearest whole number, or eight
directors. The holders of the outstanding shares of Class A Common Stock of the
Company are entitled to vote for the election of the remaining directors of the
Company, or three directors. The holders of both Class A and Class B Common
Stock as of the record date are entitled to vote on all other matters to come
before the meeting, and each is entitled to one vote for each share held on the
record date.
A majority of the outstanding shares of Common Stock entitled to vote,
represented in person or by proxy, will constitute a quorum for the transaction
of business at the Annual Meeting. Abstentions and broker non-votes will be
counted as present for purposes of determining whether a quorum is present, but
will have no effect on the vote. If a quorum is present, the three nominees for
election by the holders of Class A Common Stock and the eight nominees for
election by the holders of Class B Common Stock who receive the highest number
of votes cast by holders of shares of Class A Common Stock and Class B Common
Stock, respectively, will be elected as directors of the Company.
1
<PAGE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding beneficial
ownership of the Company's Common Stock as of March 21, 2000 by (i) each person
who is known by the Company to be the beneficial owner of more than 5% of the
outstanding Common Stock of the Company, (ii) each of the Company's directors,
(iii) each executive officer of the Company and (iv) all directors and executive
officers of the Company as a group.
<TABLE>
Class A Common Stock Class B Common Stock
Name of
Beneficial Holder Number of Shares Percent of Class Number of Shares Percent of Class(1)
- ----------------- ---------------- ---------------- ---------------- -------------------
<S> <C> <C> <C> <C>
Helene D. Bergman 475,750(2) 13.28% 75,000 21.13%
Directors and Executive Officers
- --------------------------------
Lawrence G. Bergman, Director, 475,750(2) 13.28% 75,000 21.13%
Vice President and Secretary
Michael A. Callen, Director 50,000(3) 1.40% 0 0%
Lowell S. Dansker, Director, 962,000(4) 26.68% 150,000 42.25%
President and Treasurer
Jerome Dansker, Chairman, 1,001,965(5) 24.62% 250,000(5) 45.45%
Executive Vice President, Director
Milton F. Gidge, Director 30,563(6) 0.86% 0 0%
Wayne F. Holly, Director 12,200 0.35% 0 0%
Edward J. Merz, Director 5,200(7) 0.15% 0 0%
Lawton Swan, III, Director 2,500(8) 0.07% 0 0%
Thomas E. Willett, Director 6,000(9) 0.17% 0 0%
David J. Willmott, Director 87,500(10) 2.44% 0 0%
Wesley T. Wood, Director 102,500(11) 2.85% 0 0%
All directors and executive
officers as a group (11 persons) 3,211,928 61.86% 550,000 86.36%
- -----------------------------
<FN>
(1) Percentages have been computed based upon the total outstanding shares
of the Company plus, for each person and the group, shares that person
or the group has the right to acquire pursuant to warrants.
(2) Includes 47,500 shares of Class A common stock issuable upon the
exercise of warrants.
(3) Includes 38,750 shares of Class A common stock issuable upon the
exercise of warrants.
(4) Includes 70,000 shares of Class A common stock issuable upon the
exercise of warrants and 10,500 shares held as custodian for minor
children.
(5) Includes 533,465 shares of Class A common stock issuable upon the
exercise of warrants. The shares of Class B common stock include
195,000 shares issuable upon exercise of warrants.
(6) Includes 17,500 shares of Class A common stock issuable upon the
exercise of warrants.
(7) Includes 5,000 shares of Class A common stock issuable upon the
exercise of warrants.
(8) Includes 2,000 shares of Class A common stock issuable upon the
exercise of warrants.
(9) Includes 3,000 shares of Class A common stock issuable upon the
exercise of warrants.
(10) Includes 57,500 shares of Class A common stock issuable upon the
exercise of warrants.
(11) Includes 65,000 shares of Class A common stock issuable upon the
exercise of warrants.
</FN>
</TABLE>
2
<PAGE>
PROPOSAL ONE
ELECTION OF DIRECTORS
At the meeting, it is proposed to elect a board of 11 directors, each to serve
until the next annual meeting or until a successor is elected and qualified. If
no contrary specification is made, the persons named in the proxy card will vote
for the election of the nominees named below. If any of these persons should
decline election or should by reason of unexpected occurrence not be able to
serve, the persons named in the proxy card may exercise discretionary authority
to vote for a substitute or substitutes. All of the nominees are presently
serving as directors of the Company and, with the exception of Messrs. Holly and
Swan were elected by the shareholders. Mr. Holly was elected by the Board of
Directors to fill a vacancy created when a director retired from the Board and
Mr. Swan was elected by the Board of Directors to fill a vacancy created when
the size of the Board of Directors was, as permitted by the Bylaws, increased
from 10 to 11.
The names of the nominees and certain information about them are set forth
below.
For election by the holders of Class A Common Stock:
Michael A. Callen, age 59, serves as a Director of the Company, and has
served in such capacity since May, 1994. Mr Callen received a Bachelor of Arts
degree from the University of Wisconsin in Economics and Russian. Mr. Callen is
President of Avalon Argus Associates, a financial consulting firm. Mr. Callen
had been Senior Advisor, The National Commercial Bank, Jeddah, Kingdom of Saudi
Arabia for approximately five years and was a Director and Sector Executive at
Citicorp/Citibank, responsible for corporate banking activities in North
America, Europe and Japan. Mr. Callen is also a Director of Intervest National
Bank and Intervest Corporation of New York, and also serves as a director of
AMBAC, Inc.
Milton F. Gidge, age 70, serves as a Director of the Company, and has
served in such capacity since March, 1994. Mr. Gidge received a Bachelor of
Business Administration degree in Accounting from Adelphi University and a
Masters Degree in Banking and Finance from New York University. Mr. Gidge
retired in 1994 and, prior to his retirement, was a Director and Chairman-Credit
Policy of Lincoln Savings Bank, F.S.B. (headquartered in New York City). He is
also a Director of Intervest National Bank, Intervest Corporation of New York,
Interboro Mutual Indemnity Insurance Company and Vicon Industries, Inc. Mr.
Gidge was an officer of Lincoln Savings Bank, F.S.B. for more than five years.
Wayne F. Holly, age 43, serves as a Director of the Company and has
served in such capacity since June, 1999. Mr. Holly received a Bachelor of Arts
degree in Economics from Alfred University. Mr. Holly is President of Sage,
Rutty & Co., Inc., members of the Boston Stock Exchange, with offices in
Rochester, New York and Canandaigua, New York, and is also a Director of
Intervest National Bank and Intervest Corporation of New York. Mr. Holly has
been an officer and director of Sage, Rutty & Co., Inc. for more than five
years.
For election by the holders of Class B Common Stock:
Lawrence G. Bergman, age 55, serves as a Director, and as Vice
President and Secretary of the Company and has served in such capacities since
the Company was organized. Mr. Bergman received a Bachelor of Science degree and
a Master of Engineering (Electrical) degree from Cornell University, and a
Master of Science in Engineering and a Ph.D degree from The Johns Hopkins
University. Mr. Bergman is also a director of Intervest National Bank,
Co-Chairman of the Board and a member of the Loan Committee of Intervest Bank,
and a Director, Vice-President and Secretary of Intervest Corporation of New
York. During the past five years Mr. Bergman has been actively involved in the
ownership and operation of real estate and mortgage investments.
Jerome Dansker, age 81, serves as Chairman of the Board of Directors
and Executive Vice President of the Company. He has served as Executive Vice
President since 1994 and as Chairman of the Board since 1996. Mr. Dansker
received a Bachelor of Science degree from the New York University School of
Commerce, Accounts and Finance, a law degree from the New York University School
of Law, and is admitted to practice as an attorney in the State of New York. Mr.
Dansker is also Chairman of the Board of Intervest National Bank, a Director and
Chairman of the Loan Committee of Intervest Bank, and Chairman of the Board of
3
<PAGE>
Directors and Executive Vice President of Intervest Corporation of New York.
During the past five years, Mr. Dansker has been actively involved in the
ownership and operation of real estate and mortgage investments.
Lowell S. Dansker, age 49, serves as a Director, President and
Treasurer of the Company, and has served in such capacities since the Company
was organized. Mr. Dansker received a Bachelor of Science in Business
Administration from Babson College, a law degree from the University of Akron
School of Law, and is admitted to practice as an attorney in New York, Ohio,
Florida and the District of Columbia. Mr. Dansker is also a Director and Chief
Executive Officer of Intervest National Bank, Co-Chairman of the Board of
Directors and a member of the Loan Committee of Intervest Bank and a Director,
President and Treasurer of Intervest Corporation of New York. During the past
five years, Mr. Dansker has been actively involved in the ownership and
operation of real estate and mortgage investments.
Edward J. Merz, age 68, serves as a Director of the Company and has
served in such capacity since February, 1998. Mr. Merz received a Bachelor of
Business Administration from City College of New York and is a graduate of the
Stonier School of Banking at Rutgers University. Mr. Merz is Chairman of the
Board of Directors of the Suffolk County National Bank of Riverhead and of its
parent, Suffolk Bancorp, and has been an officer and director of those companies
for more than five years. He is also a director of Intervest National Bank and
Intervest Corporation of New York.
Lawton Swan, III, age 57, serves as a director of the Company and has
served in that capacity since February, 2000. Mr. Swan received a Bachelor of
Science Degree from Florida State University in Business Administration and
Insurance. Mr. Swan is President of Interisk Corporation, a consulting firm
specializing in risk management and employee benefit plans, which he founded in
1978. He is also a director of Intervest National Bank, Intervest Bank and
Intervest Corporation of New York.
Thomas E. Willett, age 52, serves as a Director of the Company, and has
served in such capacity since March, 1999. Mr. Willett received a Bachelor of
Science Degree from the United States Air Force Academy and a law degree from
Cornell University School of Law. Mr. Willett has been a partner of Harris Beach
& Wilcox, LLP, a law firm in Rochester, New York, for more than five years and
is a director of Intervest National Bank and Intervest Corporation of New York.
David J. Willmott, age 61, serves as a Director of the Company, and has
served in such capacity since March, 1994. Mr. Willmott is a graduate of Becker
Junior College and attended New York University Extension and Long Island
University Extension of Southampton College. Mr. Willmott is the Editor and
Publisher of Suffolk Life Newspapers, which he founded more than 25 years ago
and is a Director of Intervest National Bank and Intervest Corporation of New
York.
Wesley T. Wood, age 57, serves as a Director of the Company, and has
served in such capacity since March, 1994. Mr. Wood received a Bachelor of
Science degree from New York University, School of Commerce. Mr. Wood is
President of Marketing Capital Corporation, an international marketing
consulting and investment firm which he founded in 1973. He is also a Director
of Intervest National Bank and Intervest Corporation of New York, a Director of
the Center of Direct Marketing at New York University, a member of the Marketing
Committee at Fairfield University in Connecticut, and a Trustee of St. Dominics
R.C. Church in Oyster Bay, New York.
The Board of Directors recommends a vote "FOR" the election of the
foregoing nominees for director.
Mr. Bergman's wife is the sister of Lowell S. Dansker, and Jerome Dansker is the
father of Lowell S. Dansker and Mrs. Bergman. Otherwise, there are no family
relationships between any director, executive officer or any person nominated or
chosen by the Board of Directors to become a director or executive officer.
4
<PAGE>
Meetings of the Board of Directors and Committees.
The Board of Directors held 6 meetings in 1999. During the period that
each director served as such, all of the directors (except Mr. Callen) attended
at least 75% of the total meetings held by the Board of Directors and by the
Committees on which they served during 1999.
Committees of the Board of Directors.
Currently, the Board of Directors has the following standing committees:
Executive Committee. Members of the Executive Committee are Lawrence G.
Bergman, Jerome Dansker and Lowell S. Dansker. The Executive Committee exercises
all of the power of the Board between meetings of the Board. The Executive
Committee held 5 meetings in 1999.
Audit Committee. Members of the Audit Committee are Lawrence G.
Bergman, Milton F. Gidge and Wesley T. Wood. The purpose of the Audit Committee
is to review the results of operations of the Company with officers of the
Company who are responsible for accounting matters and, from time to time, with
the Company's independent auditors. Mr. Bergman, who is an executive officer of
the Company, communicates regularly with the Company's independent auditors. The
Audit Committee did not hold any meetings in 1999.
Compensation of Directors.
Directors of the Company receive a fee of $500 per Board meeting attended. The
Chairman of the Executive Committee receives $100 per meeting attended and the
other members of the Executive Committee receive $25 per meeting attended.
EXECUTIVE COMPENSATION
Executive Compensation Summary Table
The following table sets forth information concerning total compensation paid
during the last three years to Intervest Bank's chief executive officer. No
other officer of the Company or its subsidiaries had annual compensation in
excess of $100,000.
<TABLE>
SUMMARY COMPENSATION TABLE
Annual Compensation Long-Term Compensation
------------------------------------------------------------- ---------------------------------
Name and Principal Other Annual
Position Year Salary Bonuses Compensation Awards(1) Pay-Outs
- ------------------ ---- ------ ------- ------------ --------- --------
<S> <C> <C> <C>
Keith A. Olsen, 1999 $125,000 $17,500 ---- ----- -----
President
1998 $125,000 $10,000 ---- 5,000 -----
1997 $115,000 $10,000 ---- ----- -----
- ------------------------------
<FN>
(1) These represent warrants to purchase the number of shares of Class A
Common Stock set forth in the table.
</FN>
</TABLE>
Employment Agreement with Keith A. Olsen
Intervest Bank has an employment agreement with Mr. Keith A. Olsen that expires
December 31, 2000. The agreement provides for a base annual salary of not less
than $125,000 and also provides for the payment of up to two years' severance in
certain instances upon termination of employment.
5
<PAGE>
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Company's subsidiary banks had, and expect to have in the future,
various loan and other banking transactions in the ordinary course of business
with directors and executive officers of the Company and its subsidiaries (or
associates of such persons). In the opinion of management, all such
transactions: (i) have been or will be made in the ordinary course of business,
(ii) have been and will be made on substantially the same terms, including
interest rates and collateral on loans, as those generally prevailing at the
time for comparable transactions with unrelated persons, and (iii) have not and
will not involve more than the normal risk of collectability or present other
unfavorable features. The total dollar amount of extensions of credit, including
unused lines of credit, to directors and executive officers and any of their
associates was $3.4 million as of December 31, 1999, which represented
approximately 15.8% of total stockholders' equity of the Company.
The Company, as well as directors of the Company and corporations
affiliated with certain directors of the Company, have in the past and may in
the future participate in mortgage loans originated by the Company's subsidiary
banks. Such participations are on substantially the same terms as would apply
for comparable transactions with other persons and the interest of the
participants in the collateral securing those loans is pari passu with the
originating bank.
Intervest Bank leases office space from a corporation in which Robert
J. Carroll, Esq., a director of Intervest Bank, is an officer and in which he
has an ownership interest. Thomas E. Willett, Esq., a director of the
Corporation, is a partner in the law firm of Harris Beach & Wilcox, LLP, which
firm provided legal services to the Company and its subsidiaries during 1999.
During 1999, the Company agreed to acquire Intervest Corporation of New
York. The shareholders of Intervest Corporation of New York included officers
and directors of the Company. The merger was approved by the boards of directors
of both companies, the shareholders of both companies and the Federal Reserve
Bank of Atlanta. In the merger, the Shareholders of Intervest Corporation of New
York received an aggregate of 1,250,000 shares of Class A Common Stock of the
Company in exchange for all of the shares of stock of Intervest Corporation of
New York. Those shares are included in the shares disclosed in the table on page
2. The merger became effective in March 2000.
Except for the transactions described above and outside of normal
customer relationships, none of the directors, officers or present shareholders
of the Company and no corporations or firms with such persons or entities are
associated, currently maintains or has maintained since the beginning of the
last fiscal year, any significant business or personal relationship with the
Company or with its subsidiary banks other than such as arises by virtue of such
position or ownership interest in the Company.
COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's executive officers, directors and persons who beneficially own more
than 10% of the Company's Common Stock to file initial reports of ownership and
reports of changes in ownership with the Securities and Exchange Commission
("SEC"). Such persons are required by SEC regulations to furnish the Company
with copies of all Section 16(a) forms filed by such persons.
Based solely on the Company's review of such forms furnished to the
Company and written representations from certain reporting persons, the Company
believes that all filing requirements applicable to the Company's executive
officers, directors and more than 10% stockholders were satisfied.
6
<PAGE>
STOCKHOLDER PROPOSALS TO BE PRESENTED
AT NEXT ANNUAL MEETING
Proposals of stockholders intended to be presented at the next annual
meeting of stockholders of the Company (i) must be received by the Company at
its offices at 10 Rockefeller Plaza (Suite 1015), New York, New York 10020 no
later than December 26, 2000 and (ii) must satisfy the conditions established by
the Securities and Exchange Commission for stockholder proposals to be included
in the Company's Proxy Statement for that meeting. The persons named in the
proxies distributed by the Company may use their discretion in voting proxies
with respect to shareholder proposals not included in the proxy statement for
the 2001 annual meeting, unless the Company receives notices of such proposals
prior to March 7, 2001.
OTHER MATTERS
The cost of solicitation of proxies by the Company will be borne by the
Company. In addition to the solicitation of proxies by mail, the Company,
through its directors, officers and regular employees, may also solicit proxies
personally or by telephone, telegraph or fax. The Company will request persons,
firms and corporations holding shares of Common Stock in their names or in the
names of their nominees, which are beneficially owned by others, to send proxy
material to and obtain proxies from such beneficial owners and will reimburse
such holders for their reasonable expenses in doing so.
As of this date, the Board of Directors does not know of any business
to be brought before the meeting other than as specified above. However, if any
other matters properly come before the meeting, it is the intention of the
persons named in the enclosed proxy to vote in such manner as may be determined
by a majority of the Board of Directors or its Executive Committee.
Copies of the 1999 Annual Report of the Company are included in this
mailing to stockholders and additional copies may be obtained from the Secretary
of the Company, 10 Rockefeller Plaza (Suite 1015), New York, New York 10020.
By Order of the Board of Directors
Lawrence G. Bergman
Secretary
Dated: April 20, 2000
A copy of the Annual Report of the Company on Form 10-KSB for its most
recent fiscal year, as filed with the Securities and Exchange Commission, will
be furnished upon request and without charge to beneficial holders of the Class
A Common Stock of the Company. Written requests should be directed to: Intervest
Bancshares Corporation, Attention: Secretary, 10 Rockefeller Plaza (Suite 1015),
New York, New York 10020. Telephone inquiries should be directed to (212)
218-2800.
7
<PAGE>
PROXY INTERVEST BANCSHARES CORPORATION
PROXY SOLICITED BY THE BOARD OF DIRECTORS
Annual Meeting of Shareholders On May 24, 2000
The undersigned, revoking any proxy heretofore given, hereby
constitutes and appoints Lawrence G. Bergman, Jerome Dansker and Lowell S.
Dansker, or any of them, proxies of the undersigned, each with full power of
substitution, to vote all shares of Class A Common Stock of INTERVEST BANCSHARES
CORPORATION (the "Company") which the undersigned is entitled to vote at the
Annual Meeting of Shareholders to be held Wednesday, May 24, 2000 at 9:30 A.M.
local time (the "Annual Meeting"), and at any adjournment or postponement
thereof, as hereinafter specified with respect to the following proposals, more
fully described in the Notice of and Proxy Statement for the Annual Meeting,
receipt of which is hereby acknowledged. The Board of Directors recommends a
vote FOR all of the director nominees.
DIRECTOR NOMINEES:
Michael A. Callen, Milton F. Gidge, Wayne F. Holly
WITHHELD
FOR all nominees for all
listed above Nominees To withhold authority to vote
for any individual nominee,
1. Election of |_| |_| print the name(s) on the lines
Directors below.
______________________________
______________________________
______________________________
______________________________
==============================
2. In their discretion, upon any other business which may properly come
before the Annual Meeting or any adjournment or postponement thereof.
THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED FOR THE PROPOSAL SET FORTH
HEREIN UNLESS A CONTRARY CHOICE IS SPECIFIED. SAID PROXIES WILL USE THEIR
DISCRETION WITH RESPECT TO ANY OTHER MATTERS WHICH PROPERLY COME BEFORE THE
ANNUAL MEETING OR ANY ADJOURNMENT THEREOF.
Signature _______________ Date _______ Signature _________________ Date_______
Note: (Please sign exactly as name appears hereon. For joint accounts, each
joint owner should sign. Executors, administrators, trustees, etc. should so
indicate when signing).
COMPLETE, DATE, SIGN AND MAIL THIS PROXY IN THE ENCLOSED POSTAGE-PAID ENVELOPE.
