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 (Amendment No. )
Filed by the registrant [X]
Filed by a party other than the registrant [ ]
Check the appropriate box:
[X] 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 ss. 240.14a-11(c) or ss. 240.14a-12
CCF Holding Company
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(Name of Registrant as Specified in Its Charter)
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(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.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11. (set forth the amount on which the filing
fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] 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:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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PRELIMINARY COPY
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[CCF HOLDING COMPANY LETTERHEAD]
July 3, 1998
Dear Fellow Stockholder:
On behalf of the Board of Directors and management of CCF Holding
Company, (the "Company"), I cordially invite you to attend a special meeting of
stockholders to be held at the Heritage Bank branch located at 440 North Jeff
Davis Drive, Fayetteville, Georgia on August 4, 1998, at 4:30 p.m. The attached
Notice of Special Meeting and Proxy Statement describe the formal business to be
transacted at the meeting. Directors and officers of the Company will be present
to respond to any questions stockholders may have.
Our purpose in calling the meeting is to vote on an amendment to the
articles of incorporation of the Company that will clarify our ability to act as
a holding company for our subsidiary, Heritage Bank, regardless of the charter
that Heritage Bank holds. This matter is described in the accompanying Notice of
Special Meeting and Proxy Statement. The Board of Directors of the Company has
determined that the amendment is in the best interests of the Company and its
stockholders. For the reasons set forth in the proxy statement, the Board of
Directors unanimously recommends a vote "FOR" the amendment.
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE SIGN AND DATE THE
ENCLOSED PROXY CARD AND RETURN IT IN THE ACCOMPANYING POSTAGE-PAID RETURN
ENVELOPE AS PROMPTLY AS POSSIBLE. This will not prevent you from voting in
person at the meeting, but will assure that your vote is counted if you are
unable to attend the meeting. YOUR VOTE IS VERY IMPORTANT.
Sincerely,
David B. Turner
President and Chief Executive Officer
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CCF HOLDING COMPANY
101 NORTH MAIN STREET
JONESBORO, GEORGIA 30236
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NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
To be Held on August 4, 1998
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NOTICE IS HEREBY GIVEN that a special meeting of stockholders (the "Meeting") of
CCF Holding Company ("the Company"), will be held in the Heritage Bank branch at
440 North Jeff Drive, Fayetteville, Georgia on August 4, 1998 at 4:30 p.m. A
proxy card and a proxy statement for the Meeting are enclosed.
The Meeting is for the purpose of considering and acting upon the following
matter:
1. The approval of an amendment to Article 3 of the articles of
incorporation of the Company to remove language that may require the
Company to remain as a savings and loan holding company.
Execution of a proxy in the form enclosed also permits the proxy holder to vote,
in their discretion, upon such other matters that may come before the Meeting.
As of the date of mailing, the Board of Directors is not aware of any other
matters that may come before the Meeting.
Any action may be taken on the proposal 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
June 26, 1998 are the stockholders entitled to vote at the Meeting and any
adjournments thereof.
EACH STOCKHOLDER, WHETHER OR NOT HE OR SHE PLANS TO ATTEND THE MEETING, IS
REQUESTED TO SIGN, DATE AND RETURN THE ENCLOSED PROXY WITHOUT DELAY IN THE
ENCLOSED POSTAGE-PAID ENVELOPE. ANY PROXY GIVEN BY THE STOCKHOLDER MAY BE
REVOKED BY FILING WITH THE SECRETARY OF THE COMPANY A WRITTEN REVOCATION OR A
DULY EXECUTED PROXY BEARING A LATER DATE. ANY STOCKHOLDER PRESENT AT THE MEETING
MAY REVOKE HIS OR HER PROXY AND VOTE IN PERSON ON EACH MATTER BROUGHT BEFORE THE
MEETING. HOWEVER, IF YOU ARE A STOCKHOLDER WHOSE SHARES ARE NOT REGISTERED IN
YOUR OWN NAME, YOU WILL NEED ADDITIONAL DOCUMENTATION FROM YOUR RECORD HOLDER TO
VOTE IN PERSON AT THE MEETING.
BY ORDER OF THE BOARD OF DIRECTORS
Charles S. Tucker
Secretary
Jonesboro, Georgia
July 3, 1998
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IMPORTANT: THE PROMPT RETURN OF PROXIES WILL SAVE THE COMPANY THE EXPENSE OF
FURTHER REQUESTS FOR PROXIES IN ORDER TO INSURE A QUORUM AT THE MEETING. A
SELF-ADDRESSED ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE. NO POSTAGE IS REQUIRED
IF MAILED IN THE UNITED STATES.
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PROXY STATEMENT
OF
CCF HOLDING COMPANY
101 NORTH MAIN STREET
JONESBORO, GEORGIA 30236
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SPECIAL MEETING OF STOCKHOLDERS
August 4, 1998
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GENERAL
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This proxy statement is furnished in connection with the solicitation
of proxies by the Board of Directors of the Company to be used at the Special
Meeting of Stockholders of the Company which will be held at a branch office of
the Heritage Bank (the "Bank"), the wholly owned subsidiary of the Company,
located at 440 North Jeff Drive, Fayetteville, Georgia on August 4, 1998, 4:30
p.m. local time. The accompanying Notice of Meeting and this proxy statement are
being first mailed to stockholders on or about July 3, 1998.
At the Meeting, stockholders will consider and vote upon the approval
of an amendment to the articles of incorporation of the Company to remove
language that may require the Company to remain as a savings and loan holding
company. The Board of Directors of the Company (the "Board" or the "Board of
Directors") knows of no additional matters that will be presented for
consideration at the Meeting. Execution of a proxy, however, confers on the
designated proxy holder discretionary authority to vote the shares represented
by such proxy in accordance with their best judgment on such other business, if
any, that may properly come before the Meeting or any adjournment thereof.
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VOTING AND REVOCABILITY OF PROXIES
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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 thereof. Proxies may be revoked by written
notice to the Secretary of the Company at the address above or by the filing of
a later dated proxy prior to a vote being taken on a particular proposal at the
Meeting. A proxy will not be voted if a stockholder attends the Meeting and
votes in person. Proxies solicited by the Board of Directors will be voted in
accordance with the directions given therein. Where no instructions are
indicated, signed proxies will be voted "FOR" the amendment to the articles of
incorporation. The proxy confers discretionary authority with respect to matters
the Board does not know about a reasonable time before this solicitation on the
persons named on the proxy to vote with respect to such other matters, if any,
that may properly come before the Meeting or any adjournment thereof.
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VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
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Stockholders of record as of the close of business on June 26, 1998
(the "Record Date"), are entitled to one vote for each share of common stock of
the Company (the "Common Stock") then held. As of the Record Date, the Company
had [899,024] shares of Common Stock issued and outstanding.
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The articles of incorporation of the Company (the "Articles") provide
that in no event shall any record owner of any outstanding Common Stock which is
beneficially owned, directly or indirectly, by a person who beneficially owns in
excess of 10% of the then outstanding shares of Common Stock (the "Limit") be
entitled or permitted to any vote with respect to the shares held in excess of
the Limit. Beneficial ownership is determined pursuant to the definition in the
Articles and includes shares beneficially owned by such person or any of his or
her affiliates or associates (as such terms are defined in the Articles), shares
which such person or his or her affiliates or associates have the right to
acquire upon the exercise of conversion rights or options and shares as to which
such person and his or her affiliates or associates have or share investment or
voting power, but shall not include shares beneficially owned by any employee
stock ownership plan or similar plan of the issuer or any subsidiary.
The presence in person or by proxy of at least a majority of the
outstanding shares of Common Stock entitled to vote (after subtracting any
shares held in excess of the Limit) is necessary to constitute a quorum at the
Meeting. Any shares for which a broker indicates on the proxy that it does not
have discretionary authority (the "broker non-votes") will not be considered
present for purposes of determining whether a quorum is present. In the event
there are not sufficient votes for a quorum or to ratify the proposal at the
time of the Meeting, the Meeting may be adjourned in order to permit the further
solicitation of proxies.
As to the approval of the amendment to the Articles as set forth in
Proposal I, by checking the appropriate box, a stockholder may: vote "FOR" the
item, (ii) vote "AGAINST" the item, or (iii) vote to "ABSTAIN" on such item.
Under the Company's Articles and Bylaws, the approval of the amendment to the
Articles will be determined by a majority of votes eligible to be cast,
including (a) broker non-votes and (b) proxies marked "ABSTAIN." All other
matters, unless otherwise required by law, shall be determined by a majority of
votes cast affirmatively or negatively without regard to (a) broker non-votes or
(b) proxies marked "ABSTAIN" as to that matter.
Persons and groups owning in excess of 5% of the Common Stock are
required to file certain reports regarding such ownership pursuant to the
Securities Exchange Act of 1934, as amended (the "1934 Act"). The following
table sets forth, as of the Record Date, persons or groups who own more than 5%
of the Common Stock, as well as directors and executive officers as a group.
Other than as noted below, management knows of no person or group that owns more
than 5% of the outstanding shares of Common Stock at the Record Date.
<TABLE>
<CAPTION>
Percent of Shares of
Amount and Nature of Common Stock
Name of Beneficial Owner Beneficial Ownership (1) Outstanding
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<S> <C> <C>
First Financial Fund, Inc.
One Seaport Plaza - 25th Floor
New York, New York 10292(2) 129,580 14.4%
Wellington Management Company
75 State Street
Boston, Massachusetts 02109(3) 129,580 14.4%
John Hancock Advisers, Inc.
101 Huntington Avenue
Boston, Massachusetts 02199(4) 82,940 9.2%
</TABLE>
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<TABLE>
<CAPTION>
Percent of Shares of
Amount and Nature of Common Stock
Name of Beneficial Owner Beneficial Ownership (1) Outstanding
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<S> <C> <C>
Jeffrey L. Gendell, et al.
200 Park Avenue, Suite 3900
New York, New York 10166(5) 74,910 8.3%
Heritage Bank Employee Stock Ownership Plan
101 North Main Street, Jonesboro, Georgia(6) 79,200 8.8%
All directors and executive officers as a group
(10 people)(7) 103,441 11.1%
</TABLE>
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(1) Adjusted to reflect a 10% stock dividend paid on January 2, 1998 except
with respect to First Financial Fund, Inc. and Wellington Management
Company. The Company believes the Schedules 13G filed by these owners and
the other owners listed in footnotes (2) and (3) already reflect the 10%
stock dividend.
(2) Based on an amended Schedule 13G filed on February 10, 1998 showing sole
voting and shared dispositive power with respect to 129,580 shares.
(3) Based on an amended Schedule 13G filed on February 10, 1998 showing no
voting power and shared dispositive power with respect to 129,580 shares
owned by investment advisory clients of the filer. Amount shown may include
some or all of the shares held by First Financial Fund, Inc.
(4) Based on an amended Schedule 13G jointly filed on February 4, 1998 with
John Hancock Mutual Life Insurance Company, John Hancock Subsidiaries, Inc.
and The Berkeley Financial Group showing sole voting and dispositive power
by the filer with respect to 82,940 shares.
(5) Based on a Schedule 13D filed October 3, 1997 showing shared voting and
dispositive power with Tontine Partners, L.P., Tontine Financial Partners,
L.P., Tontine Management, L.L.C., Tontine Overseas Associates, Ltd. with
respect to 51,810 shares and sole voting and dispositive power of Jeffrey
L. Gendell with respect to 23,100 shares, for a total of 74,910.
(6) Based upon a Schedule 13G showing shared voting and dispositive power with
respect to the shares so owned.
(7) Excludes 77,401 shares of Common Stock held under an employee stock
ownership plan (the "ESOP") (79,200 shares minus the 1,775 shares allocated
to executive officers) and 30,355 shares held in a management stock bonus
plan (the "MSBP") for which Directors Kemp, Mundy, Lee and Tucker serve as
members of the ESOP or MSBP Committee or Trustee Committee. Such
individuals disclaim beneficial ownership with respect to such shares held
in a fiduciary capacity. Unallocated shares and allocated shares for which
no timely direction is received will be voted by the ESOP trustees as
directed by the Board of Directors or the ESOP Committee, subject to the
ESOP trustees' fiduciary duties. Includes 32,991 shares of common stock
that the individuals have the right to acquire through the exercise of
options within 60 days of the Voting Record Date.
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PROPOSAL I - AMENDMENT TO ARTICLES OF INCORPORATION
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Article 3 and the Purpose of the Amendment
The board of directors of the Company has adopted a resolution amending
Article 3 of the Articles.
Set forth below is Article 3 as it currently exists.
PURPOSE; POWERS. The purpose of the Corporation is to act as a savings
and loan holding company and to engage in any lawful act or activity
for which corporations may be organized under the Georgia Business
Corporation Code (hereinafter referred to as the "Code"). The
Corporation shall have all the powers of a corporation organized under
said Code.
As it is currently written, Article 3 may require the Company to remain
as a savings and loan holding company because of the unintended consequence of
use of the word "and" rather than "or" in the first sentence. The Company is a
financial institution holding company in the savings and loan holding company
form. The Company wishes to remain as a financial institution holding company,
but in the bank holding company form. For the Company, the primary difference
between the two forms is that Heritage Bank would hold a bank charter rather
than a thrift charter.
The current wording of Article 3 is not required for the Company to
operate Heritage Bank in either form. However, the current wording may not allow
the Company to operate as a bank holding company because federal law does not
enable the Company to be both a savings and loan holding company and a bank
holding company. The proposed amendment would eliminate doubt about whether the
Company can be a bank holding company.
Set forth below is Article 3 as it is proposed to be amended.
PURPOSE; POWERS. The purpose of the Corporation is to engage in any
lawful act or activity for which corporations may be organized under
the Georgia Business Corporation Code (hereinafter referred to as the
"Code"). The Corporation shall have all the powers of a corporation
organized under said Code.
The amendment would remove the words "to act as a savings and loan
holding company and" from Article 3 as they are not necessary.
The Company wishes to obtain a commercial bank charter for Heritage
Bank so that the charter of the bank will more closely match the current
operations of Heritage Bank. The Company does not intend to materially
restructure the operations of Heritage Bank once it becomes a commercial bank as
the restructuring has already been accomplished. The application to become a
commercial bank has received regulatory approval. However, at the time the
charter of Heritage Bank is switched to that of a commercial bank, the Company
will become a bank holding company by operation of law. The Company has applied
for approval to become a bank holding company and expects that this approval
will be received. The Company does not intend to materially restructure its
operations after it becomes a bank holding company.
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The amendment is being proposed because it is not clear whether the
current language in Article 3 will allow the Company to become a bank holding
company.
Background of the Amendment and the Impact of the Amendment
General. The primary activity of the Company is monitoring its
investment in Heritage Bank. The Company does not expect to fundamentally change
the operations of the Company or Heritage Bank in the future, regardless of
whether the amendment to the Articles is approved.
The Company has come to realize during the past several years that in
order to remain competitive in the financial services industry, it, through
Heritage Bank, must provide more services than those provided by the traditional
thrift institution. During the past several years, Heritage Bank has transformed
itself from a traditional thrift institution (generally offering limited
passbook and other accounts and primarily offering one- to four-family
residential mortgage loans) to a financial institution offering the expanded
services of a commercial bank (generally also offering checking and other types
of accounts and commercial and other types of loans). During this time period,
Heritage Bank has grown from one full service branch with two customer service
facilities into five full service branches, deposits have doubled, the loan
portfolio has doubled and total assets have nearly doubled.
Heritage Bank no longer operates as a traditional thrift but still has
a thrift charter. Likewise, the Company controls an entity that is very much
like a bank but the Company is not a bank holding company. Most financial
institutions do not hold thrift charters and most holding companies of financial
institutions are not savings and loan holding companies. The proposed amendment
and change in charter would allow Heritage Bank to complete, in form, the change
that has already occurred in substance.
Company. The Company is currently regulated by the Office of Thrift
Supervision of the Department of the Treasury. The Company has applied to become
a bank holding company regulated by the Board of Governors of the Federal
Reserve System. The Company will be chartered by the State of Georgia both
before and after the proposed change in form. The principal difference will be
that (1) the Company will be subject to capital requirements that should not
materially impact the Company and (2) the Company will be expected to be a
"source of strength" to Heritage Bank. This second new requirement would require
the Company to provide capital to Heritage Bank in the event Heritage Bank
became undercapitalized but it is not expected that this requirement will have a
material impact on the Company as Heritage Bank has for many years had capital
levels greatly in excess of the amount required under either its current
regulatory requirements or those that would result from becoming a commercial
bank.
Because of the limited operations of the Company both before and after
the proposed amendment, the change in form is not expected to have a material
impact on the Company or its stockholders.
Heritage Bank. Primarily, Heritage Bank is currently regulated by the
Office of Thrift Supervision of the Department of the Treasury as a federally
chartered savings bank. Secondarily, Heritage Bank is regulated by the Federal
Deposit Insurance Corporation. Heritage Bank has applied for and received
approval to become a Georgia-chartered commercial bank primarily regulated by
the Department of Banking of Georgia and secondarily regulated by the Federal
Deposit Insurance Corporation. Heritage Bank has, for many years, had capital
levels greatly in excess of the amount required under either its current
regulatory requirements or those that would result from becoming a
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commercial bank. The difference between these capital levels is not significant
to Heritage Bank. The level and amount of federal deposit insurance will not be
affected by the proposed changes.
Because Heritage Bank is already operated in large measure as a
commercial bank, the change in charter of Heritage Bank and the change in form
of the Company is not expected to have a material impact on Heritage Bank or its
customers.
Stockholder Approval
Article 3 may not be amended without the approval of the stockholders
of the Company. Pursuant to the Articles, a majority of the votes eligible to be
cast must be voted by stockholders, in person or by proxy, in favor of Proposal
I.
THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE "FOR" THE
APPROVAL OF THE AMENDMENT TO THE ARTICLES.
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MISCELLANEOUS
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The cost of soliciting 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 solicitations by mail,
directors, officers and regular employees of the Company may solicit proxies
personally or by telephone without additional compensation. The Company may
retain a proxy solicitor to assist in the solicitation of proxies at a cost of
approximately [$3,000], plus reimbursement of certain incurred expenses.
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OTHER MATTERS
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The Board of Directors is not aware of any business to come before the
Meeting other than the matter described 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 thereof in accordance
with the judgment of the persons named in the accompanying proxy.
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STOCKHOLDER PROPOSALS
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In order to be eligible for inclusion in the Company's proxy materials
for next year's annual meeting of Stockholders, any stockholder proposal to take
action at such meeting must be received at the Company's executive offices at
101 North Main Street, Jonesboro, Georgia 30236, no later than November 18,
1998.
BY ORDER OF THE BOARD OF DIRECTORS
Charles S. Tucker
Secretary
Jonesboro, Georgia
July 3, 1998
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CCF HOLDING COMPANY
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SPECIAL MEETING OF STOCKHOLDERS
August 4, 1998
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The undersigned hereby appoints the Board of Directors of CCF Holding
Company ("Company"), or its designee, 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 a special meeting of
stockholders ("Meeting"), to be held at the Heritage Bank branch located at 440
North Jeff Davis Drive, Fayetteville, Georgia on August 4, 1998, at 4:30 p.m.
and at any and all adjournments thereof, in the following manner:
FOR AGAINST ABSTAIN
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1. The approval of an amendment to Article 3 of
the articles of incorporation of the Company
to remove language that may require the
Company to remain as a savings and loan
holding company. |_| |_| |_|
In their discretion, such attorneys and proxies are authorized to vote upon such
other business as may properly come before the Meeting or any adjournments
thereof.
The Board of Directors recommends a vote "FOR" the listed proposition.
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THIS PROXY WILL BE VOTED AS DIRECTED, BUT IF NO INSTRUCTIONS ARE SPECIFIED, THIS
SIGNED PROXY WILL BE VOTED FOR THE PROPOSITION 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.
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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 Meeting, or
at any adjournments thereof, and after notification to the Secretary of the
Company at the Meeting of the stockholder's decision to terminate this proxy,
the power of said attorneys and proxies shall be deemed terminated and of no
further force and effect. The undersigned may also revoke this proxy by filing a
subsequently dated proxy or by written notification to the Secretary of the
Company of his or her decision to terminate this proxy.
The undersigned acknowledges receipt from the Company prior to the
execution of this proxy of Notice of Special Meeting of Stockholders and a proxy
statement dated July 3, 1998.
Dated: , 1998
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SIGNATURE OF STOCKHOLDER SIGNATURE OF STOCKHOLDER
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PRINT NAME OF STOCKHOLDER PRINT NAME OF STOCKHOLDER
Please sign exactly as your name appears on this proxy. 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-PREPAID ENVELOPE.
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