EAST TEXAS FINANCIAL SERVICES, INC.
1200 South Beckham Avenue
Tyler, Texas 75701
(903) 593-1767
- --------------------------------------------------------------------------------
December 23, 1996
Dear Fellow Stockholder:
On behalf of the Board of Directors and management of East Texas
Financial Services, Inc. (the "Company"), I cordially invite you to attend the
Annual Meeting of Stockholders of the Company. The meeting will be held at 2:00
p.m., local time, on January 22, 1997 at the offices of the Company, located at
1200 S. Beckham Avenue, Tyler, Texas.
An important aspect of the meeting process is the stockholder vote on
corporate business items. I urge you to exercise your rights as a stockholder to
vote and participate in this process. Stockholders are being asked to consider
and vote upon the proposals to elect two directors of the Company and to ratify
the appointment of auditors. In addition, the meeting will include management's
report to you on the Company's 1996 financial and operating performance.
We encourage you to attend the meeting in person. Whether or not you
plan to attend, however, please read the enclosed Proxy Statement and then
complete, sign and date the enclosed proxy and return it in the accompanying
postpaid return envelope as promptly as possible. This will save the Company
additional expense in soliciting proxies and will ensure that your shares are
represented at the meeting.
Very truly yours,
/s/Gerald W. Free
- -----------------
Gerald W. Free
President and Chief Executive Officer
<PAGE>
EAST TEXAS FINANCIAL SERVICES, INC.
1200 South Beckham Avenue
Tyler, Texas 75701
(903) 593-1767
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To be Held on January 22, 1997
Notice is hereby given that the Annual Meeting of Stockholders (the
"Meeting") of East Texas Financial Services, Inc. (the "Company") will be held
at the offices of the Company, located at 1200 S. Beckham Avenue, Tyler, Texas
on January 22, 1997 at 2:00 p.m., local time.
A Proxy Card and a Proxy Statement for the Meeting are enclosed.
The Meeting is for the purpose of considering and acting upon:
1. The election of two directors of the Company;
2. The ratification of the appointment of Bryant & Welborn, L.L.P.
as auditors for the Company for the fiscal year ending September
30, 1997.
and such other matters as may properly come before the Meeting, or at any
adjournments or postponements thereof. 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 to which the Meeting may be
adjourned or postponed. Stockholders of record at the close of business on
December 11, 1996 are the stockholders entitled to vote at the Meeting, and any
adjournments or postponements thereof. A complete list of stockholders entitled
to vote at the Meeting will be available at the main office of the Company
during the ten days prior to the Meeting, as well as at the Meeting.
You are requested to complete and sign the enclosed Proxy Card which is
solicited on behalf of the Board of Directors, and to mail it promptly in the
enclosed envelope. The Proxy will not be used if you attend and vote at the
Meeting in person.
By Order of the Board of Directors
/s/Gerald W. Free
- -----------------
Gerald W. Free
President and Chief Executive Officer
Tyler, Texas
December 23, 1996
IMPORTANT: THE PROMPT RETURN OF PROXIES WILL SAVE THE COMPANY THE EXPENSE OF
FURTHER REQUESTS FOR PROXIES TO ENSURE A QUORUM AT THE MEETING. A SELF-
ADDRESSED ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE. NO POSTAGE IS REQUIRED
IF MAILED WITHIN THE UNITED STATES.
<PAGE>
PROXY STATEMENT
EAST TEXAS FINANCIAL SERVICES, INC.
1200 South Beckham Avenue
Tyler, Texas 75701
(903) 593-1767
ANNUAL MEETING OF STOCKHOLDERS
January 22, 1997
This Proxy Statement is furnished in connection with the solicitation
on behalf of the Board of Directors of East Texas Financial Services, Inc. (the
"Company") of proxies to be used at the second Annual Meeting of Stockholders
(the "Meeting") which will be held at the offices of the Company located at 1200
S. Beckham Avenue, Tyler, Texas on January 22, 1997 at 2:00 p.m., local time,
and all adjournments or postponements of the Meeting. The accompanying Notice of
Annual Meeting of Stockholders and this Proxy Statement are first being mailed
to stockholders on or about December 23, 1996. Certain of the information
provided herein relates to First Federal Savings and Loan Association of Tyler
(the "Association"), a wholly owned subsidiary and predecessor of the Company.
At the Meeting, stockholders of the Company are being asked to consider
and vote upon (i) the election of two directors of the Company and (ii) a
proposal to ratify the appointment of Bryant & Welborn, L.L.P. as the Company's
independent auditors for the fiscal year ending September 30, 1997.
Vote Required and Proxy Information
All shares of common stock of the Company, par value $.01 per share
(the "Common Stock"), represented at the Meeting by properly executed proxies
received prior to or at the Meeting and not revoked, will be voted at the
Meeting in accordance with the instructions thereon. If no instructions are
indicated, properly executed proxies will be voted for the nominees and the
adoption of the proposal set forth in this Proxy Statement. The Company does not
know of any matters, other than as described in the Notice of Annual Meeting of
Stockholders, that are to come before the Meeting. If any other matters are
properly presented at the Meeting for action, the persons named in the enclosed
Proxy Card and acting pursuant thereto will have the discretion to vote on such
matters in accordance with their best judgment.
Directors shall be elected by a plurality of the votes present in
person or represented by proxy at the Meeting and entitled to vote on the
election of directors. In all matters other than the election of directors, the
affirmative vote of the majority of shares present in person or represented by
proxy at the Meeting and entitled to vote on the matter shall be the act of the
stockholders. Proxies marked to abstain with respect to a proposal will have the
same effect as votes against the proposal. Broker non-votes will have no effect
on the vote. One-third of the shares of the Common Stock, present in person or
represented by proxy, shall constitute a quorum for purposes of the Meeting.
Abstentions and broker non-votes will be treated as shares present at the
Meeting for purposes of determining a quorum.
<PAGE>
Stockholders who execute proxies retain the right to revoke them at any
time. Unless so revoked, the shares represented by such proxies will be voted at
the Meeting and all adjournments or postponements thereof. Proxies may be
revoked by: (i) filing with the Secretary of the Company at or before the
Meeting a written notice of revocation bearing a later date than the proxy, (ii)
duly executing a subsequent proxy relating to the same shares and delivering it
to the Secretary of the Company at or before the Meeting or (iii) attending the
Meeting and voting in person (although attendance at the Meeting will not in and
of itself constitute revocation of a proxy). Any written notice revoking a proxy
should be delivered to Sandra J. Allen, Secretary, at the address shown above.
Voting Securities and Principal Holders Thereof
Stockholders of record as of the close of business on December 11, 1996
will be entitled to one vote for each share then held. As of that date, the
Company had 1,079,285 shares of Common Stock outstanding. The following table
sets forth, as of December 11, 1996, information regarding share ownership of:
(i) those persons or entities known by management to beneficially own more than
five percent of the Common Stock and (ii) all directors and executive officers
of the Company and the Association as a group. For information regarding the
beneficial ownership of Common Stock by directors of the Company, see "Proposal
I--Election of Directors-- General."
<TABLE>
<CAPTION>
Shares Percent
Beneficially of
Beneficial Owner Owned Class
---------------- ----- -----
<S> <C> <C>
East Texas Financial Services, Inc. 97,215(1) 9.01%
Employee Stock Ownership Plan
1200 South Beckham Avenue
Tyler, Texas 75701
The SC Fundamental Value Fund, L.P. 100,000 9.27
SC Fundamental Value BVI, Inc.
SC Fundamental Inc.
Gary N. Siegler
Peter M. Collery(2)
c/o Stephen M. Davis, Esq.
Werber McMillin & Carnelutti
A Professional Corporation
711 Fifth Avenue
New York, New York 10022
So Gen International Fund, Inc. 104,000(3) 9.64
Societe Generale Asset Management Corp.
1221 Avenue of the Americas
New York, New York 10020
All directors and executive 270,976(4) 25.11
officers (10 persons) as a group
- ---------------
<PAGE>
(1) The amount reported represents shares held by the East Texas Financial
Services, Inc. Employee Stock Ownership Plan (the "ESOP"), 20,895 shares of
which have been allocated to accounts of participants. First Bankers Trust
Co., N.A., Quincy, Illinois, the trustee of the ESOP, may be deemed to
beneficially own the shares held by the ESOP which have not been allocated
to the accounts of participants.
(2) The above information regarding beneficial ownership by Messrs. Siegler and
Collery, both of whom are executive officers and directors of The SC
Fundamental Value Fund, L.P., SC Fundamental Value BVI, Inc. and SC
Fundamental Inc., is as reported by them in a statement dated January 19,
1995 on Schedule 13D under the Securities Exchange Act of 1934. Both
Messrs. Siegler and Collery reported sole voting and dispositive power over
no shares and shared voting and dispositive power over 100,000 shares. Both
The SC Fundamental Value Fund, L.P. and SC Fundamental Inc. reported sole
voting and dispositive power over no shares and shared voting and
dispositive power over 64,750 shares. SC Fundamental Value BVI, Inc.
reported sole voting and dispositive power over no shares and shared voting
and dispositive power over 32,250 shares.
(3) The above information regarding beneficial ownership is as reported by
SoGen International Fund, Inc. (the "Fund") and Societe Generale Asset
Management Corp. (the "Adviser") in a Schedule 13G dated February 14, 1996.
The Fund reported shared voting and dispositive power as to 85,000 shares
and the Adviser reported shared voting and dispositive power as to 104,000
shares.
(4) This amount includes shares held directly, as well as shares allocated to
the accounts of executive officers under the ESOP, held in retirement
accounts, in a fiduciary capacity or by certain entities or family members,
with respect to which shares the respective directors and officers may be
deemed to have sole voting and/or investment power. This amount also
includes an aggregate of 16,163 shares subject to options under the
Company's Stock Option and Incentive Plan (the "Stock Option Plan"), which
options are exercisable within 60 days of December 11, 1996.
</TABLE>
<PAGE>
PROPOSAL I
ELECTION OF DIRECTORS
General
The Company's Board of Directors currently consists of eight members,
each of whom is also a director of the Association. The Board is divided into
three classes, and approximately one-third of the directors are elected
annually. Directors of the Company are generally elected to serve for a
three-year term or until their respective successors are elected and qualified.
The following table sets forth certain information, as of December 11,
1996, regarding the composition of the Company's Board of Directors, including
each director's term of office. The Board of Directors acting as the nominating
committee has recommended and approved the nominees identified in the following
table. It is intended that the proxies solicited on behalf of the Board of
Directors (other than proxies in which the vote is withheld as to a nominee)
will be voted at the Meeting FOR the election of the nominees identified below.
If a nominee is unable to serve, the shares represented by all valid proxies
will be voted for the election of such substitute nominee as the Board of
Directors may recommend. At this time, the Board of Directors knows of no reason
why any nominee may be unable to serve, if elected. Except as disclosed herein,
there are no arrangements or understandings between the nominees and any other
person pursuant to which the nominees were selected.
<PAGE>
<TABLE>
<CAPTION>
Shares of
Common Stock Percent
Position(s) Held Director Term to Beneficially of
Name Age in the Company Since(1) Expire Owned(2) Class
---- --- -------------- -------- ------ -------- -----
<S> <C> <C> <C> <C> <C> <C>
NOMINEES
Jack W. Flock 83 Chairman of the Board 1948 2000 33,611 3.11%
Charles R. Halstead 69 Director 1994 2000 5,161 0.48
DIRECTORS CONTINUING IN OFFICE
Gerald W. Free 57 President, Chief Executive 1984 1998 21,671 2.01
Officer and Director
M. Earl Davis 58 Director 1988 1999 5,136 0.48
H.H. Richardson, Jr. 64 Director 1994 1998 5,611 0.52
Jim M. Vaughn, M.D. 84 Director 1949 1998 53,111 4.92
James W. Fair 71 Director 1951 1999 63,111 5.85
L. Lee Kidd 61 Director 1977 1999 63,111(3) 5.85
(1) Includes service as a director of the Association.
(2) Includes shares held directly, as well as shares held in retirement
accounts, in a fiduciary capacity or by certain entities or family members,
with respect to which shares the respective directors may be deemed to have
sole or shared voting and/or investment power. Also includes shares subject
to options of 6,076 and 1,045 under the Company's Stock Option Plan which
are exercisable within 60 days of December 11, 1996 to President Free and
each non-employee director, respectively. The amount reflected for Mr. Free
also includes 4,250 shares which have been allocated to him under the ESOP.
(3) 30,000 of such shares are owned by a limited partnership, of which Mr. Kidd
is a limited partner. Mr. Kidd has disclaimed beneficial ownership of these
securities.
</TABLE>
The principal occupation of each director of the Company and each
nominee for director is set forth below. All directors and nominees have held
their present positions for at least five years unless otherwise indicated.
Jack W. Flock is Chairman of the Board of Directors, a position he has
held since 1983. Mr. Flock is a full-time practicing attorney, of counsel to
Ramey & Flock, P.C. located in Tyler. Prior to his of counsel relationship, he
was President of Ramey & Flock, P.C. Mr. Flock retired in 1995, after 20 years
as Chairman of the Board of Trustees of Tyler Junior College.
Charles R. Halstead is a geologist and is involved in oil and gas
related investments in East Texas. Mr. Halstead is a former mayor of Tyler.
Gerald W. Free is the President and Chief Executive Officer of First
Federal, a position he has held since May 1983.
<PAGE>
H. H. Richardson, Jr. is the President of H. H. Richardson, Jr.
Construction Company, which is involved in home building and development in the
Tyler area.
Jim M. Vaughn retired in 1993 after 50 years as an ophthalmologist in
Tyler. Dr. Vaughn recently retired from the board of trustees of Tyler Junior
College after 40 years of service. He currently serves on the development board
of The University of Texas at Tyler and The University of Texas Health Center at
Tyler.
M. Earl Davis is the Vice President Compliance/Marketing of First
Federal, a position he has held since March 1996. Prior to taking this position
with First Federal, he was the Executive Vice President of Administration for
Tyler Pipe Industries located in Tyler. He served in various capacities with
that company for 32 years. Tyler Pipe Industries is the largest manufacturing
firm in East Texas and one of the largest manufacturers of cast iron pipe in the
United States. Mr. Davis also has served on numerous boards of civic
organizations in the Tyler area.
James W. Fair is involved in real estate development in the Tyler area.
Mr. Fair also is an investor in various oil and gas related ventures in East
Texas. Mr. Fair serves as a trustee for Tyler Junior College, Director of the
Tyler Economic Development Counsel, Inc. and board member of the East Texas
Hospital Foundation, and is a former mayor of Tyler.
L. Lee Kidd is an independent oil and gas operator in East Texas. In
addition, he is involved in real estate development in the Tyler area.
Meetings and Committees of the Board of Directors
Meetings of the Company's Board of Directors generally are held on a
monthly basis. The Board of Directors met 12 times during the fiscal year ended
September 30, 1996. During fiscal 1996, no incumbent director of the Company
attended fewer than 75% of the aggregate of the total number of Board meetings.
The Company has not established any standing committees independent of the
committees of the Association's Board of Directors.
The Association's Board of Directors generally meets monthly and may
have additional special meetings upon request of the Chairman of the Board, the
President or one-third of the directors. The Board of Directors of the
Association met 12 times during the year ended September 30, 1996. During fiscal
1996, no incumbent director of the Association attended fewer than 75% of the
aggregate of the total number of Board meetings and the total number of meetings
held by the committees of the Board of Directors on which he served. The Board
of Directors has standing Executive, Audit and Compensation Committees which
also serve like functions for the Company's Board of Directors.
The Executive Committee, composed of Directors Flock (Chairman), Fair,
Vaughn and Free, generally meets on an annual basis to discuss salary
recommendations for all employees. This committee met once in fiscal 1996.
The Audit Committee, composed of Directors Kidd (Chairman), Davis,
Richardson and Free, provides for and reviews the Company's annual independent
audit. This committee met once during the fiscal year ended September 30, 1996.
<PAGE>
The full Board of Directors of the Company acts as a Nominating
Committee for the annual selection of nominees for election as directors.
Pursuant to the Company's Bylaws, nominations for directors by stockholders must
be made in writing and delivered to the Secretary of the Company at least 30
days prior to the meeting and such written nomination must contain certain
information as provided in the Company's Bylaws. While the Board of Directors
will consider nominees recommended by stockholders, it has not actively
solicited nominations.
Executive Compensation
The Company has not paid any compensation to its executive officers
since its formation. The Company does not presently anticipate paying any
compensation to such persons until it becomes actively involved in the operation
or acquisition of business other than the Association.
The executive officers of the Company also hold the same positions with
the Association and receive compensation from the Association. The following
table sets forth information concerning the compensation for services in all
capacities to the Association for the year ended September 30, 1996 of its Chief
Executive Officer. No other executive officer of the Association received
compensation in excess of $100,000 in fiscal 1996.
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
Long Term
Annual Compensation Compensation
Awards
Restricted
Stock Options/ All Other
Fiscal Salary Bonus Award(s) SARs Compensation
Name and Principal Position Year ($)(1) ($) ($)(2) (#) ($)(3)
--------------------------- ---- ------ --- ------ --- ------
<S> <C> <C> <C> <C> <C> <C>
Gerald W. Free, President and Chief 1996 173,474 18,000 --- --- 5,781
Executive Officer
1995 162,450 14,000 171,647 30,380 4,050
1994 146,000 15,600 --- --- 3,678
(1) Includes $15,600, $14,950 and $9,100 in director's fees for fiscal 1996,
1995 and 1994, respectively.
(2) Based on the $14.125 closing price of the Common Stock on the Nasdaq
National Market on July 26, 1995, the date of grant. The shares of
restricted stock vest in five equal annual installments subject to certain
conditions with the first installment having vested on July 26, 1996.
Dividends are paid on the restricted shares to the extent and on the same
date as dividends are paid on all other outstanding shares of the Common
Stock. The dividends, however, are held by the Company for the account of
Mr. Free until the vesting of the underlying shares. Based on the $15.50
closing price per share of the Common Stock on the Nasdaq National Market
on September 30, 1996, the 9,721 restricted shares held by Mr. Free on such
date had an aggregate market value of $150,676.
(3) Consists of term life insurance premiums paid by the Company on behalf of
Mr. Free and a company car.
</TABLE>
<PAGE>
No stock options or stock appreciation rights ("SARs") were granted
during fiscal 1996.
The following table provides information as to stock options exercised
by the Company's Chief Executive Officer during the fiscal year ended September
30, 1996 and the value of the options held by the Chief Executive Officer on
September 30, 1996.
<TABLE>
<CAPTION>
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FY-END
OPTION VALUES
Value of
Number of Unexercised
Securities In-the-Money
Underlying Options at
Unexercised FY-End ($)(1)
Options at
FY-End (#)
Shares Acquired Value
Name on Exercise (#) Realized Exercisable Unexercisable Exercisable Unexercisable
($) (#) (#) ($) ($)
---- --------------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Gerald W. Free ---- ---- 6,076 24,304 $8,355 $33,418
(1) Represents the aggregate market value (market price of the Common Stock
less the exercise price) of the options granted based upon the exercise
price of the option ($14.125 per share) and the closing price of the Common
Stock ($15.50 per share) as reported on the Nasdaq National Market on
September 30, 1996.
</TABLE>
Compensation of Directors
The Board of Directors of the Company are not paid for their service in
such capacity. Directors of the Association receive fees of $1,300 per regularly
scheduled meeting of the board and receive no fees for service on board
committees.
Employment Agreement
The Association entered into an employment agreement with Mr. Free,
effective January 10, 1995, for a three-year term at an annual base salary equal
to his then current salary. While the contract remains in force, salary
increases will be reviewed not less often than annually and are subject to the
sole discretion of the Board of Directors. The employment agreement provides for
annual extensions for one additional year, but only upon express authorization
by the Board of Directors at the end of each year. The employment agreement also
provides for termination upon the employee's death, for cause or in certain
events specified by Office of Thrift Supervision ("OTS") regulations. The
employment agreement is terminable by Mr. Free upon 90 days notice to the
Association.
<PAGE>
In the event there is a "change in control" (as defined in the
employment agreement) of the Company or the Association and Mr. Free's
employment is terminated involuntarily in connection with such change in control
or within 12 months thereafter, Mr. Free is entitled to receive continuing
payments of the salary payable under the agreement over the portion of the term
of the agreement that would remain but for the termination, plus a payment equal
to 299% of the base amount of compensation as defined in the Internal Revenue
Code of 1986, as amended (the "Code"); provided that total payments under the
agreements must be limited to the maximum amount that would not cause certain
adverse tax consequences to the Association and Mr. Free under Section 280G of
the Code. Assuming a change in control had taken place as of September 30, 1996,
the aggregate amount payable to Mr. Free pursuant to this change in control
provision would have been approximately $479,895. The employment agreement also
provides for participation in an equitable manner in employee benefits
applicable to executive personnel.
Certain Transactions
The Association has followed a policy of granting loans to officers,
directors and employees, if such loans are made in the ordinary course of
business and on the same terms and conditions, including interest rates and
collateral, as those of comparable transactions prevailing at the time, in
accordance with the Association's underwriting guidelines, and do not involve
more than the normal risk of collectibility or present other unfavorable
features. Loans to executive officers and directors must be approved by a
majority of the disinterested directors and loans to other officers and
employees must be approved by the Association's loan committee. All loans by the
Association to its directors and executive officers are subject to OTS
regulations restricting loan and other transactions with affiliated persons of
the Association. Federal law currently requires that all loans to directors and
executive officers be made on terms and conditions comparable to those for
similar transactions with non-affiliates. The association was in compliance with
this requirement and loans to all directors and executive officers and their
associates totalled approximately $446,125 at September 30, 1996, which amount
was less than 1.0% of stockholders' equity at that date.
PROPOSAL II
RATIFICATION OF THE APPOINTMENT OF AUDITORS
The Board of Directors has renewed the Company's arrangement for Bryant
& Welborn, L.L.P. to be its auditors for the 1997 fiscal year, subject to the
ratification of the appointment by the Company's stockholders. A representative
of Bryant & Welborn, L.L.P. is expected to attend the Meeting to respond to
appropriate questions and will have an opportunity to make a statement if he so
desires.
THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE "FOR" THE
RATIFICATION OF THE APPOINTMENT OF BRYANT & WELBORN, L.L.P. AS THE COMPANY'S
AUDITORS FOR THE FISCAL YEAR ENDING SEPTEMBER 30, 1997.
<PAGE>
STOCKHOLDER PROPOSALS
In order to be eligible for inclusion in the Company's proxy materials
for the next Annual Meeting of Stockholders, any stockholder proposal to take
action at such meeting must be received no later than August 23, 1997, at the
Company's main office located at 1200 South Beckham Avenue, Tyler, Texas 75701.
Any such proposal shall be subject to the requirements of the proxy rules
adopted under the Exchange Act.
OTHER MATTERS
The Board of Directors is not aware of any business to come before the
Meeting other than those matters described above in this Proxy Statement.
However, if any other matter should properly come before the Meeting, it is
intended that holders of the proxies will act in accordance with their best
judgment.
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 materials
to the beneficial owners of Common Stock. In addition to solicitation by mail,
directors, officers and regular employees of the Company and/or the Association
may solicit proxies personally or by telegraph or telephone without additional
compensation.
BY ORDER OF THE BOARD OF DIRECTORS
/s/Gerald W. Free
- -----------------
Gerald W. Free
President and Chief Executive Officer
Tyler, Texas
December 23, 1996
<PAGE>
REVOCABLE PROXY
EAST TEXAS FINANCIAL SERVICES, INC.
ANNUAL MEETING OF STOCKHOLDERS
January 22, 1997
The undersigned hereby appoints the Board of Directors of East Texas
Financial Services, Inc. (the "Company"), and the survivor of them, with full
powers of substitution, to act as attorneys and proxies for the undersigned to
vote all shares of Common Stock of the Company which the undersigned is entitled
to vote at the Annual Meeting of Stockholders (the "Meeting"), to be held at
company offices located at 1200 S. Beckham Avenue, Tyler, Texas, at 2:00 p.m.,
local time, on January 22, 1997, and at any and all adjournments or
postponements thereof, as follows:
I. The election of the following
directors for three-year terms:
FOR WITHHELD
JACK W. FLOCK [ ] [ ]
CHARLES R. HALSTEAD [ ] [ ]
FOR AGAINST ABSTAIN
II. The ratification of the [ ] [ ] [ ]
appointment of Bryant & Welborn,
L.L.P. as independent auditors
for the Company for the fiscal
year ending September 30, 1997.
In their discretion, upon such other matters as may properly come
before the Meeting or any adjournment or postponement thereof.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE LISTED PROPOSITIONS.
THIS PROXY WILL BE VOTED AS DIRECTED, BUT IF NO INSTRUCTIONS ARE SPECIFIED, THIS
PROXY WILL BE VOTED FOR THE PROPOSITIONS STATED. IF ANY OTHER BUSINESS IS
PRESENTED AT SUCH MEETING, THIS PROXY WILL BE VOTED BY THOSE NAMED IN THIS PROXY
IN THEIR BEST JUDGMENT. AT THE PRESENT TIME, THE BOARD OF DIRECTORS KNOWS OF NO
OTHER BUSINESS TO BE PRESENTED AT THE MEETING.
<PAGE>
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
Should the undersigned be present and elect to vote at the Meeting or
at any adjournment or postponement thereof, and after notification to the
Secretary of the Company at the Meeting of the stockholder's decision to
terminate this Proxy, then the power of such 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 Notice of the Meeting, a Proxy Statement and an
Annual Report to Stockholders.
Dated: ____________________________
- ------------------------------ ------------------------------
PRINT NAME OF STOCKHOLDER PRINT NAME OF STOCKHOLDER
- ------------------------------ ------------------------------
SIGNATURE OF STOCKHOLDER SIGNATURE OF STOCKHOLDER
Please sign exactly as your name appears above on this card. When signing as
attorney, executor, administrator, trustee or guardian, please give your full
title. If shares are held jointly, each holder should sign.
PLEASE PROMPTLY COMPLETE, DATE, SIGN AND MAIL THIS PROXY IN THE
ENCLOSED POSTAGE-PAID ENVELOPE
