SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the Registrant [ ]
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))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Sec. 240.14a-11(c) or Sec. 240.14a-12
CSB FINANCIAL GROUP, INC.
(Name of Registrant as Specified in its Charter)
CSB FINANCIAL GROUP, INC.
(Name of Person(s) Filing Proxy Statement)
Payment of filing fee (check the appropriate box)
[ ] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
<PAGE>
CSB Financial Group, Inc.
200 South Poplar Street
Centralia, Illinois 62801
(618) 532-1918
December 14, 1999
Dear Stockholder:
You are cordially invited to attend the annual meeting of stockholders of CSB
Financial Group, Inc. to be held at the Carlyle office of Centralia Savings
Bank, 801 12th Street, Carlyle, Illinois, on Friday, January 14, 2000, at 10:00
a.m., Central Time.
The attached notice of the annual meeting and proxy statement describes 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 of McGladrey & Pullen, LLP, the
corporation's independent auditors, will be present to respond to any
appropriate questions stockholders may have.
To ensure proper representation of your shares at the annual meeting, please
sign, date, and return the enclosed proxy card in the enclosed postage-prepaid
envelope as soon as possible even if you currently plan to attend the meeting.
This will not prevent you from voting in person, but will assure that your vote
is counted if you are unable to attend the meeting.
Sincerely,
CSB FINANCIAL GROUP, INC.
/s/ K. Gary Reynolds
- -------------------------------------
K. Gary Reynolds
President and Chief Executive Officer
<PAGE>
CSB FINANCIAL GROUP, INC.
200 SOUTH POPLAR STREET
CENTRALIA, ILLINOIS 62801
(618) 532-1918
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JANUARY 14, 2000
NOTICE IS HEREBY GIVEN, that the annual meeting of stockholders of CSB
Financial Group, Inc. will be held at the Carlyle office of Centralia Savings
Bank, 801 12th Street, Carlyle, Illinois, on Friday, January 14, 2000, at 10:00
a.m., Central Time.
The meeting is for the purpose of considering and acting upon:
1. The election of two directors of the corporation;
2. The approval of the appointment of McGladrey & Pullen, LLP as
independent auditors of the corporation; and
3. Other matters as may properly come before the meeting or any
adjournment of the meeting.
The board of directors has fixed the close of business on December 1,
1999, as the record date for the determination of the stockholders entitled to
vote at the meeting and any adjournment.
You are requested to complete and sign the enclosed proxy card which is
solicited by the board of directors and to mail it promptly in the enclosed
envelope.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ K. Gary Reynolds
K. Gary Reynolds
President and Chief Executive Officer
Centralia, Illinois
December 14, 1999
IMPORTANT: THE PROMPT RETURN OF PROXIES WILL SAVE THE CORPORATION THE EXPENSE OF
FURTHER REQUESTS FOR PROXIES IN ORDER TO ENSURE A QUORUM. A SELF-ADDRESSED
ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE. NO POSTAGE IS REQUIRED IF MAILED IN
THE UNITED STATES.
<PAGE>
PROXY STATEMENT
OF
CSB FINANCIAL GROUP, INC.
200 SOUTH POPLAR STREET
CENTRALIA, ILLINOIS 62801
(618) 532-1918
ANNUAL MEETING OF STOCKHOLDERS
JANUARY 14, 2000
GENERAL INFORMATION
This proxy statement is furnished in connection with the solicitation
of proxies by the board of directors of CSB Financial Group, Inc. to be used at
the annual meeting of stockholders of the corporation. The meeting will be held
at the Carlyle office of Centralia Savings Bank, 801 12th Street, Carlyle,
Illinois, on Friday, January 14, 2000, at 10:00 a.m., Central Time. The
accompanying notice of meeting, this proxy statement and the proxy card are
being first mailed to stockholders on or about December 14, 1999. The
corporation is the holding company for the savings bank.
Stockholders who execute proxies retain the right to revoke them at any
time. Unless revoked, the shares represented by these proxies will be voted at
the meeting and all adjournments of the meeting. A stockholder who has executed
a proxy has the power to revoke it at any time before it is voted by delivering
written notice of revocation to the Secretary of the corporation at 200 South
Poplar Street, Centralia, Illinois 62801, by executing and delivering a
subsequently dated proxy, or by attending the meeting and voting in person.
Proxies solicited by the board of directors of the corporation will be voted in
accordance with the directions given in the proxies. Where no instructions are
indicated, proxies will be voted for the nominees for directors and for the
independent auditors set forth below.
A quorum of stockholders is necessary to take action at the meeting.
The presence, in person or by proxy, of the holders of a majority of the shares
of common stock entitled to vote at the meeting shall constitute a quorum. Votes
cast by proxy or in person at the meeting will be tabulated by the inspectors of
election appointed for the meeting and will be counted as present for purposes
of determining whether a quorum is present.
The expenses of solicitation, including the cost of printing and
mailing, will be paid by the corporation. Officers and employees of the
corporation may solicit proxies personally, by telephone or by telegram. The
corporation may also reimburse brokers, nominees and other fiduciaries for their
reasonable expenses in forwarding proxy solicitation material to beneficial
owners.
VOTING SECURITIES AND PRINCIPAL HOLDERS
Stockholders of record as of the close of business on December 1, 1999,
which is the record date, are entitled to one vote for each share of common
stock of the corporation then held. Stockholders are not permitted to cumulate
their votes for the election of directors. As of the record date, the
corporation had 732,299 shares of common stock issued and outstanding.
<PAGE>
The following table indicates, as of the record date, the number of
shares of common stock beneficially owned by each person known by the
corporation to be the beneficial owner of more than five percent of the
outstanding shares of common stock, each director of the corporation, the
executive officer (who is also a director) named in the Summary Compensation
Table below, and all directors and executive officers of the corporation as a
group.
Amount and Nature Of Percent of Common
Name of Beneficial Owner Beneficial Ownership(1) Stock Outstanding
- --------------------------------------------------------------------------------
First Financial Fund, Inc. 74,600 (2) 10.2%
Gateway Center Three
100 Mulberry Street, 9th Floor
Newark, New Jersey 07102
Wellington Management Company, LLP 74,600 (3) 10.2%
75 State Street
Boston, Massachusetts 02109
Wesley N. Breeze 8,827 (4) 1.2% (10)
A. John Byrne 21,105 (5) 2.9% (10)
Michael Donnewald 43,397 (6) 5.9% (10)
Larry M. Irvin 17,797 (7) 2.4% (10)
W. Harold Monken 29,347 (8) 4.0% (10)
K. Gary Reynolds 29,691 (9) 4.1% (10)
All directors and executive 164,039 22.4% (11)
officers as a group (8 persons)
- --------------------------------------
(1) Unless otherwise indicated, the nature of beneficial ownership for shares
shown in this column is sole voting and investment power.
(2) Based on Amended Schedule 13G dated February 12, 1999. All 74,600 shares
are beneficially owned with sole voting and shared investment power. These
are the same 74,600 shares reported as beneficially owned by Wellington
Management Company, LLP.
(3) Based on Amended Schedule 13G dated February 9, 1999. All 74,600 shares are
beneficially owned with no voting and shared investment power. These are
the same 74,600 shares reported as beneficially owned by First Financial
Fund, Inc.
(4) Of the 8,827 shares reported as beneficially owned by Wesley N. Breeze,
3,908 are held in joint tenancy with Robyn D. Breeze, his wife, and 572 are
held by Robert W. Baird & Co., Inc. in trust for the benefit of Wesley N.
Breeze and Robyn D. Breeze. Also includes options to purchase 3,105 shares
of common stock under the corporation's 1995 stock option and incentive
plan.
(5) Of the 21,105 shares reported as beneficially owned by A. John Byrne, 1,000
are held by Robert W. Baird & Co., Inc. in trust for the benefit of
Catherine S. Byrne, his wife, 12,500 are held by the Dwight P. Friedrich
Trust for which Mr. Byrne acts as trustee with shared voting and investment
power with respect to such shares and 2,000 are held by the Dwight P.
Friedrich Family Trust for which Mr. Byrne acts as trustee with shared
voting and investment power with respect to such shares. Also includes
options to purchase 3,105 shares of common stock under the corporation's
1995 stock option and incentive plan.
(6) Includes options to purchase 3,105 shares of common stock under the
corporation's 1995 stock option and incentive plan.
(7) Of the 17,797 shares reported as beneficially owned by Larry M. Irvin,
1,250 are held by Matthew Irvin, his son. Also includes options to purchase
3,105 shares of common stock under the corporation's 1995 stock option and
incentive plan.
<PAGE>
(8) Of the 29,347 shares reported as beneficially owned by W. Harold Monken,
14,503 are held in joint tenancy with Jan Monken, his wife, and 5,245 are
held by Robert W. Baird & Co., Inc. in trust for the benefit of Jan Monken.
Also includes options to purchase 3,105 shares of common stock under the
corporation's 1995 stock option and incentive plan.
(9) Of the 29,691 shares reported as beneficially owned by K. Gary Reynolds,
313 are held in joint tenancy by Jeanette Reynolds, his wife, and Gregory
Reynolds, his son, and 313 are held by Jeanette Reynolds as custodian for
Kristen Reynolds, his daughter. Also includes options to purchase 15,525
shares of common stock under the corporation's 1995 stock option and
incentive plan.
(10) Percentage is calculated on a partially diluted basis, assuming only the
exercise of stock options by such individual which are exercisable within
60 days.
(11) Percentage is calculated on a fully diluted basis, assuming the exercise of
all stock options which are exercisable within 60 days.
PROPOSAL I - ELECTION OF DIRECTORS
The corporation's board of directors consists of six members. The
corporation's certificate of incorporation provides that directors are elected
for terms of three years, one-third of whom are elected annually. Two directors
will be elected at the meeting to serve for a three-year period, or until their
respective successors have been elected and qualified. The board of directors
has nominated for election as directors Wesley N. Breeze and Larry M. Irvin.
Directors Breeze and Irvin have both been members of the board of directors of
the corporation since its formation in December, 1994. Each director of the
corporation, including each director nominee, is also a director of the savings
bank.
If any nominee is unable to serve, the shares represented by all valid
proxies will be voted for the election of the substitute nominees as the board
of directors may recommend, or the board of directors may by resolution reduce
the size of the board. At this time, the board knows of no reason why any
nominee might be unable to serve. The two individuals receiving the highest
number of votes cast will be elected as directors of the corporation.
The following table shows for each nominee and director continuing in
office, his name, age, principal occupation and the year he first became a
director of the corporation. Unless otherwise indicated, the principal
occupation listed for each person below has been his occupation for the past
five years.
<TABLE>
Year First Year
Became Term
Name Age Principal Occupation Director(2) Expires
- --------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
DIRECTOR NOMINEES
Wesley N. Breeze 57 Owner and operator of Byrd Watson Drug 1986 2000
Store, Centralia, Illinois
Larry M. Irvin 58 Owner and operator of Irvin Funeral 1983 2000
Homes, Ltd., Centralia, Illinois
DIRECTORS CONTINUING IN OFFICE
Michael Donnewald 46 President of Donnewald Distributing Co., 1990 2001
Centralia, Illinois
W. Harold Monken 60 President and part-owner of an auto 1983 2001
dealership in Centralia, Illinois
A. John Byrne 68 Retired since 1996. Before that time, 1988 2002
he was an accountant with accounting firm
of Glass & Shuffet, Ltd., Centralia,
Illinois
K. Gary Reynolds 48 President and Chief Executive Officer of 1994 2002
the corporation and savings bank since
1994. Before that time, he was an
examiner with the Office of the
Comptroller of the Currency.
<PAGE>
<FN>
(1) At December 1, 1999.
(2) Includes previous service on the board of directors of the savings bank.
</FN>
</TABLE>
The board of directors recommends a vote "FOR" the
election of directors Breeze and Irvin each
for a term of three years.
MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS
The boards of directors of the corporation and the savings bank conduct
their business through meetings of the full boards and through meetings of
committees of the board. During the fiscal year ended September 30, 1999, the
board of directors of the corporation held 15 meetings, and the board of
directors of the savings bank held 12 meetings. No director of the corporation
or the savings bank attended fewer than 75 percent of the total meetings of the
boards and committee meetings on which that board member served during this
period.
The corporation does not maintain any standing audit, nominating or
compensation committee of its board of directors. The full board acts on all
matters regarding its audit function and the nomination of individuals for
election as directors. Because all employees of the corporation and the savings
bank are compensated only at the savings bank level, all matters relating to
compensation are addressed by the savings bank's board of directors, except
matters relating to the corporation's 1995 stock option and incentive plan and
the corporation's 1997 nonqualified stock option plan are addressed by the
corporation's option plan committee and matters relating to the corporation's
management development and recognition plan are addressed by the corporation's
management recognition plan committee.
The option plan committee is comprised of Messrs. Breeze, Byrne and
Monken. The management recognition plan committee is comprised of Messrs.
Breeze, Byrne and Monken. Each of these committees met one time during the
fiscal year ended September 30, 1999.
EXECUTIVE COMPENSATION
Summary Compensation Information. The following tables indicate
compensation information for the fiscal years ended September 30, 1999, 1998 and
1997 for the corporation's and the savings bank's Chief Executive Officer. The
amounts reflected in the tables were paid by the savings bank for services
rendered to the savings bank. Officers of the corporation do not receive any
additional compensation for serving in these capacities. No officer or employee
of the savings bank received compensation in excess of $100,000 in the fiscal
year ended September 30, 1999. The person named in the tables is sometimes
referred to as the "named executive officer."
<TABLE>
Annual Compensation Long-Term Compensation
---------------------------- ----------------------
Restricted Securities
Name and Other Annual Stock Underlying All Other
Principal Position Year Salary Bonus Compensation Award Options(#) Compensation
- ----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
K. Gary Reynolds 1999 $71,440 $1,000 $ - - $ -- - - $11,710(1)
President and Chief 1998 $70,640 $ - - $ - - $ -- - - $34,755(2)
Executive Officer 1997 $70,640 $ 900 $ - - $48,438(3) 25,875 $14,852(4)
<FN>
(1) Consists of an ESOP allocation of 661.648 shares at $8.63 per share or
approximately $5,710 at the date of allocation and $6,000 in directors'
fees.
<PAGE>
(2) Consists of an ESOP allocation of 2,130 shares at $13.50 per share or
approximately $28,755 at the date of allocation and $6,000 in directors'
fees. The increased ESOP allocation for fiscal 1998 resulted indirectly
from a one-time significant reduction in the ESOP loan.
(3) Consists of an award on October 10, 1996 of 5,175 shares of restricted
stock at $9.36 per share, the market value per share at that date, under
the corporation's management recognition plan. These shares vest over a
five year period from the date of grant with 20% vesting on each
anniversary date of the initial grant date.
(4) Consists of an ESOP allocation of 785 shares at $10.13 per share or
approximately $7,952 at the date of allocation and $6,900 in directors'
fees.
</FN>
</TABLE>
The following table shows information for the fiscal year end values of
unexercised options under the corporation=s stock option plan.
<TABLE>
Number Of
Securities Underlying Value of Unexercised
Unexercised Options In-the-Money Options
at Fiscal Year End (#) at Fiscal Year End (1)
-------------------------- --------------------------
Shares Acquired Value
Name on Exercise(#) Realized Exercisable Unexercisable Exercisable Unexercisable
- -------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
K. Gary Reynolds - - $ - - 10,350 15,525 $9,212 $13,817
President and Chief
Executive Officer
<FN>
(1) This amount represents the difference between the market value of one share
of the corporation's common stock on September 30, 1999, $10.25, and the
option exercise price, $9.36, times the total number of shares subject to
exercisable or unexercisable options.
</FN>
</TABLE>
Employment Agreement. The savings bank entered into an employment
agreement with K. Gary Reynolds, effective August 1, 1999. The employment
agreement provides that Mr. Reynolds will be employed for a term expiring on
November 30 of each year. The term of the agreement will be automatically
renewed for another one-year period, unless the board of directors of the
savings bank has given Mr. Reynolds 90 days notice before November 30 of the
given year of its intent not to renew the employment agreement. In this
circumstance, the employment agreement will expire on November 30 of the next
year. Under the employment agreement, Mr. Reynolds's base salary for fiscal 1999
was $71,440 per year. Mr. Reynolds will be entitled to receive annually an
increase in his base salary in an amount at least equal to the average
percentage increase, if any, granted to other officers and employees of the
savings bank. In addition to base salary, the agreement provides for
participation in any group health, medical, hospitalization, dental care, sick
leave pay, life insurance, or death benefit and disability plan offered by the
savings bank to its employees. The agreement also provides for participation in
the ESOP, the corporation's management recognition plan and the corporation's
stock option plan.
The employment agreement provides for continuing benefits in the event
Mr. Reynolds is terminated, or his employment agreement is not renewed, other
than for "cause" as defined in the employment agreement. In these instances, Mr.
Reynolds will receive severance pay equal to 24 months of his base salary. The
employment agreement also provides that Mr. Reynolds may elect to treat any
substantial change in his duties and responsibilities, made without his consent,
or any material reduction in his compensation, as a termination by the savings
bank without cause.
<PAGE>
DIRECTORS' COMPENSATION
All directors of the savings bank, regardless of whether officers or
not, receive a fee of $500 for each regular monthly meeting of the board they
attend. No fees are paid for attending committee meetings. Directors of the
corporation do not receive any fees in consideration of their service.
TRANSACTIONS WITH MANAGEMENT
The savings bank makes loans to its executive officers and directors
and their affiliates in the ordinary course of its business. These loans to
executive officers, directors and their affiliates are made on substantially the
same terms, including interest rates and collateral, as those prevailing at the
time the transaction is originated for comparable transactions with
nonaffiliated persons and do not, in the opinion of the savings bank's
management, involve more than the normal risk of collectibility or present any
other unfavorable features. As of September 30, 1999, approximately $490,610 was
outstanding from the savings bank to its executive officers and directors and
their affiliates.
PROPOSAL II - APPROVAL OF APPOINTMENT OF INDEPENDENT AUDITORS
The board of directors has appointed McGladrey & Pullen, LLP,
independent public accountants, to be the corporation's independent auditors for
the 2000 fiscal year. The board of directors recommends a vote in favor of
approval of this appointment. The board will reconsider this appointment if it
is not approved. A representative of McGladrey & Pullen, LLP is expected to be
present at the meeting to respond to appropriate questions of stockholders and
to make a statement if he desires.
OTHER MATTERS
The board of directors of the corporation is not aware of any business
to come before the meeting other than the matters described above in this proxy
statement. However, if any other matters should properly come before the
meeting, it is intended that proxies in the accompanying form will be voted in
respect of said matters in accordance with the judgment of the person or persons
voting the proxies.
The corporation's Annual Report to Stockholders, including financial
statements, has been mailed with this proxy statement to all stockholders of
record as of the close of business on December 1, 1999. The Annual Report to
Stockholders is not to be treated as part of the proxy solicitation material or
as having been incorporated by reference in this proxy statement.
NOTICE PROVISIONS FOR STOCKHOLDER NOMINATIONS OF DIRECTORS
Any stockholder wishing to nominate an individual for election as a
director must comply with particular provisions in the corporation's certificate
of incorporation. The corporation's certificate of incorporation establishes an
advance notice procedure regarding the nomination, other than by or at the
direction of the board of directors of the corporation, of candidates for
election as directors. Generally, the notice must be delivered to or mailed to
and received by the Secretary of the corporation at its principal executive
offices not later than the close of business on the 40th day nor earlier than
the close of business on the 70th day before the first anniversary of the
preceding year's annual meeting. The stockholder also must comply with other
provisions contained in the corporation's certificate of incorporation regarding
the nomination of an individual for election as a director. For a copy of all
the provisions in the corporation's certificate of incorporation regarding the
nomination of an individual for election as a director, an interested
stockholder should contact the Secretary of the corporation at 200 South Poplar
Street, Centralia, Illinois 62801.
<PAGE>
NOTICE PROVISIONS FOR STOCKHOLDER PROPOSALS
Any stockholder wishing to bring business before an annual meeting must
comply with particular provisions in the corporation's bylaws. The corporation's
bylaws establish an advance notice procedure regarding matters to be brought
before an annual meeting of stockholders of the corporation other than by or at
the direction of the board of directors of the corporation. This notice must be
delivered to or mailed to and received by the Secretary of the corporation at
its principal executive offices not later than the close of business on the 40th
day nor earlier than the close of business on the 70th day before the first
anniversary of the preceding year's annual meeting. The stockholder also must
comply with other provisions contained in the corporation's bylaws regarding the
bringing of business before an annual meeting. For a copy of all the provisions
in the corporation's bylaws regarding the bringing of business before an annual
meeting, an interested stockholder should contact the Secretary of the
corporation at 200 South Poplar Street, Centralia, Illinois 62801.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Based solely on a review of copies of Form 3, 4 and 5 beneficial
ownership reports and amendments furnished to the corporation, and written
representations that no other reports were required, the corporation believes
that its directors and executive officers complied with all applicable
requirements of Section 16(a) of the Exchange Act during the fiscal year ended
September 30, 1999.
INCLUSION OF STOCKHOLDER PROPOSALS IN PROXY MATERIALS
In order to be eligible for inclusion in the corporation's proxy
materials for next year's annual meeting of stockholders, any stockholder
proposal to take action at that meeting must be received at the corporation's
main office at 200 South Poplar Street, Centralia, Illinois, no later than
August 16, 2000. Any proposal shall be subject to the requirements of the proxy
rules adopted under the Exchange Act.
FORM 10-KSB
A COPY OF THE FORM 10-KSB FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 1999 AS FILED
WITH THE SECURITIES AND EXCHANGE COMMISSION WILL BE FURNISHED WITHOUT CHARGE TO
STOCKHOLDERS AS OF THE RECORD DATE UPON WRITTEN REQUEST TO K. GARY REYNOLDS,
PRESIDENT, CSB FINANCIAL GROUP, INC., 200 SOUTH POPLAR STREET, CENTRALIA,
ILLINOIS 62801.
<PAGE>
REVOCABLE PROXY
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
OF CSB FINANCIAL GROUP, INC.
The undersigned hereby appoint(s) W. Harold Monken and A. John Byrne,
or either of them, as proxies for the undersigned, with full power of
substitution, to act and to vote all the shares of common stock of CSB Financial
Group, Inc. that the undersigned would be entitled to vote if personally present
at the annual meeting of stockholders to be held at the Carlyle office of
Centralia Savings Bank, 801 12th Street, Carlyle, Illinois, on January 14, 2000,
or at any adjournment or postponement of the meeting. Said proxies are directed
to vote as instructed on the matters shown on this card and otherwise at their
discretion. Receipt of a copy of the notice of said meeting and proxy statement
are hereby acknowledged.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED STOCKHOLDER(S). IF NO DIRECTIONS ARE GIVEN, THIS PROXY WILL
BE VOTED FOR THE ELECTION OF ALL DIRECTOR NOMINEES AND APPROVAL OF THE
APPOINTMENT OF INDEPENDENT AUDITORS LISTED BELOW.
(Please sign, date and mail in the enclosed return envelope.)
PLEASE MARK YOUR VOTE IN THE BOX IN THE FOLLOWING MANNER USING DARK INK ONLY :
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" ALL THE NOMINEES
Election of Directors For All
Except the
Withhold Nominee(s)
Nominees: For Authority Written Below
- -------------------------------------------------------------------------
Wesley N. Breeze [ ] [ ] [ ]
Larry M. Irvin [ ] [ ] [ ]
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR"
MCGLADREY & PULLEN, LLP AS INDEPENDENT AUDITORS
Approval of the Appointment Withhold
of McGladrey & Pullen, LLP For Authority
as Independent Auditors [ ] [ ]
Dated:
------------------ --------------------------------------------
Signature of Stockholder
--------------------------------------------
Signature of Stockholder (if held jointly)
IMPORTANT: Please sign exactly as your name or names
appear on the left. If stock is held jointly, all joint owners must
sign. Executors, administrators, trustees, guardians, custodians,
corporate officers and others signing in a representative capacity should put
their full title.
Please check the following box if you plan to attend the
meeting. [ ]
