UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
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 ss. 240.14a-11(c) or ss. 240.14a-12
UNITED BANCSHARES, INC.
(Name of Registrant as Specified In Its Charter)
Tucci & Tannenbaum, A Professional Corporation
2300 Packard Building, 111 S. 15th Street
Philadelphia, PA 19102
(215) 665-0600
(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:
N/A
(2) Aggregate number of securities to which transaction applies:
N/A
(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):
N/A
(4) Proposed maximum aggregate value of transaction:
N/A
(5) Total fee paid:
N/A
[ ] 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>
[United Bank Letterhead]
URGENT
IMMEDIATE RESPONSE REQUESTED
April 17, 1997
Dear Shareholder:
On behalf of the Board of Directors and management, I am pleased to invite
you to the 1997 Annual Meeting of Shareholders of United Bancshares, Inc. which
is to be held on Monday, May 19, 1997, at 10:00 a.m. at the Federal Reserve Bank
of Philadelphia, 100 North 6th Street, Philadelphia, PA. Accompanying this
letter are a Notice of Meeting, a Proxy Statement and a proxy form.
I urge you to read the enclosed material carefully and to complete, sign
and mail promptly the proxy form contained with this letter so that your vote
will be counted. A self-addressed stamped envelope is enclosed for your
convenience.
The officers, directors and staff of United Bank sincerely appreciate your
continuing support.
Sincerely,
/s/ Emma C. Chappell
Dr. Emma C. Chappell
<PAGE>
UNITED BANCSHARES, INC.
714 Market Street
Philadelphia, PA 19106
--------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON MAY 19, 1997
--------------
Dear Shareholders,
The Annual Meeting of the Shareholders of United Bancshares, Inc. ("UBS")
will be held at 10:00 a.m., local time, on Monday, May 19, 1997 at the Federal
Reserve Bank of Philadelphia, 10 Independence Place, Philadelphia, Pennsylvania
19106, for the following purposes:
1. To elect one Class A directors to serve until the expiration of
their three year term and until his successor is elected.
2. To elect three Class B directors to serve until the expiration of
their four year terms and until their successors are duly elected.
3. To ratify the appointment of Ernst & Young LLP as independent
auditors for the 1996 fiscal year.
4. To transact such other business as may properly come before the
Annual Meeting and any adjournment thereof.
By Order of the Board of Directors
WILLIAM B. MOORE, Secretary
April 16, 1997
<PAGE>
ANNUAL MEETING OF SHAREHOLDERS
MAY 19, 1997
PROXY STATEMENT
The enclosed proxy is solicited by and on behalf of the Board of Directors
of United Bancshares, Inc. ("UBS"). All costs of solicitation, (including
printing and mailing of this Proxy Statement, meeting notice and form of proxy,
as well as any necessary supplementary solicitations) will be paid by UBS. In
addition to the solicitation of proxies by mail, officers and employees of UBS
may solicit in person or by telephone. Persons holding shares as nominees will,
upon request, be reimbursed for their reasonable expenses in sending soliciting
materials to their principals.
All shareholders of UBS Common Stock of record as of the end of business on
April 10, 1997, are entitled to vote at the meeting or any adjourned session.
Each share is entitled to one vote. As of the date upon which the enclosed proxy
was mailed, there were issued and outstanding approximately 816,355 shares of
UBS Common Stock. This Proxy Statement was mailed to the shareholders of UBS on
or about April 21, 1997.
At the Annual Meeting, the shareholders of UBS are being asked to consider
and vote upon (i) the election of one Class A Director to serve for a term of
three years until his successor is duly elected and qualified, (ii) the election
of three Class B Directors to serve for a term of four years and until their
successors are elected and qualified, and (iii) the ratification of independent
auditors for UBS.
Shares represented by a properly executed proxy will be voted in accordance
with the instructions thereon, or if no specification is made, the persons named
as proxies will vote for management's slate of Directors, and all proposals as
recommended by the Board of Directors. Proxies may be revoked at any time before
they are exercised by the subsequent execution and submission of a revised
proxy, by written notice to the Secretary of UBS, or by voting in person at the
meeting. The mailing address of UBS is 714 Market Street, Philadelphia,
Pennsylvania 19106.
Shareholders who need directions to the location of the Annual Meeting
should call 215-829-2265 between the hours of 8:30 A.M. and 4:30 P.M., local
time, on any business day.
UNITED BANCSHARES, INC. PROXY STATEMENT
Page 1
<PAGE>
A copy of UBS's Annual Report for the year ended December 31, 1996,
including financial statements, is being distributed to each shareholder with
this Proxy Statement.
1. ELECTION OF DIRECTORS.
The Board of Directors of UBS has nominated the person listed below for
election as a Class A Director, to hold office until the expiration of a three
year term and until his successor is duly elected and qualified:
YEAR FIRST
PRINCIPAL BECAME TERM
NAME AGE OCCUPATION DIRECTOR WILL EXPIRE
- ---- --- ---------- -------- -----------
Luis A. 39 Executive Director 1993 2000
Cortes, Jr. of Hispanic Clergy
of Phila. vicinity
Phila., PA
The Board of Directors of UBS has nominated the three persons listed below
for election as Class B directors, each to hold office until the expiration of
their four year term and until his or her successor is elected and qualified:
YEAR FIRST
PRINCIPAL BECAME TERM
NAME AGE OCCUPATION DIRECTOR WILL EXPIRE
- ---- --- ---------- -------- -----------
Kemel G.
Dawkins 73 President, Kemrodco 1993 2001
Development and
Construction Company, Inc.,
President, Kem-Her
Construction Company
Inc., Phila., PA.
Angela M.
Huggins 53 Director of Facilities 1993 2001
Services, RMS Technologies
Inc., Marlton, NJ;
Elmer
Young, Jr. 72 Retired; 1993 2001
Previously Vice President
Glenmede Trust Company;
Senior Vice President
First Pennsylvania Bank
Phila., PA
UNITED BANCSHARES, INC. PROXY STATEMENT
Page 2
<PAGE>
If any such nominee is not available for election at the time of the
meeting, the persons named as proxies will vote for such substitute nominee as
the Board of Directors may recommend unless the number of directors serving on
the Board is reduced. All nominees are currently Directors of UBS and have
served in such capacity since UBS's inception. On April 10, 1997, the nominees
owned shares of UBS in the following amounts: Luis A. Cortes, Jr. (500 shares);
Angela M. Huggins (4,200 shares); Elmer Young, Jr. (100 shares); and Kemel G.
Dawkins (8,333 shares). On April 10, 1997, all directors and officers of UBS, as
a group, owned approximately 9.5% of all of the outstanding shares of UBS.
In addition to the nominees proposed above, the following persons will
serve as Directors of UBS during the ensuing year:
YEAR FIRST
PRINCIPAL BECAME TERM
NAME AGE OCCUPATION DIRECTOR WILL EXPIRE
- ---- --- ---------- -------- -----------
James F. 75 Vice Chairman of the 1993 1998
Bodine Bank and UBS; Retired
Managing Partner, Urban Affairs
S. Amos 78 Pastor, Philippian Baptist 1993 1999
Brackeen Church,
Phila., PA
Emma C. 56 Founder, Chairman, President 1993 1999
Chappell Chief Executive Officer, United
Bank of Philadelphia and United
Bancshares, Inc.
Phila., PA.
L. Armstead
Edwards 54 Owner and President, 1993 2000
P.A.Z., Inc.,
Phila., PA
Marionette 51 Secretary/ Treasurer 1996 2000
Y. Frazier since 1981,
John Frazier, Inc.,
Phila., PA; construction
William C. 72 Co-Founder, Ivy Leaf 1993 1998
Green Middle School
Phila., PA
UNITED BANCSHARES, INC. PROXY STATEMENT
Page 3
<PAGE>
YEAR FIRST
PRINCIPAL BECAME TERM
NAME AGE OCCUPATION DIRECTOR WILL EXPIRE
- ---- --- ---------- -------- -----------
William B. 54 Pastor, Tenth Memorial 1993 1999
Moore Baptist Church
Phila., PA
Verdaynea F. 34 Co-Founder, United 1997 1998
Eason Bank of Philadelphia
Phila., PA
Ernest L.
Wright 68 Founder, President and 1993 2000
CEO of Ernest L. Wright
Construction Company,
Phila., PA
The proxy holders will have the right to vote cumulatively for any or all
of the named nominees within each class or their substitutes, as the proxy
holders deem best. If any nominee becomes unavailable for any reason, it is
intended that the proxies will be voted for a substitute nominee designated by
the Board of Directors. The Board of Directors has no reason to believe that any
of the nominees will be unable to serve if elected. Any vacancy occurring on the
Board of Directors for any reason may be filled by a majority of the Directors
remaining in office, though less than a quorum. Each Director so elected shall
remain a Director until his or her successor is elected by the shareholders at
the annual meeting of the shareholders at which members of the Directors' class
are elected, or at any special meeting prior thereto called for such purpose.
BOARD MEETINGS AND COMMITTEES
The Board of Directors of UBS, during the year ended December 31, 1996,
held ten meetings. The following Directors attended less than seventy-five
percent (75%) of the board meetings of UBS held: NONE.
The Board of UBS has a standing Human Resources Committee which is composed
of the following Directors, a majority of whom are not "interested persons" of
UBS:
S. Amos Brackeen
James F. Bodine
Emma C. Chappell
Kemel G. Dawkins
William C. Green
UNITED BANCSHARES, INC. PROXY STATEMENT
Page 4
<PAGE>
During the year ended December 31, 1996, the UBS Human Resources Committee held
one meeting. The Bank held three meetings of its Human Resources Committee which
is composed of the same members. The Committee is responsible principally for:
(1) evaluating the performance of UBS's executive officers, and developing and
approving the executive compensation plan (including base salary, customary
insurance and other benefits, and incentives) for such officers; and (2)
interviewing, evaluating and recommending to shareholders candidates for
election to UBS's Board of Directors.
The Committee will consider Director nominations recommended by
shareholders. Such nominations can be made by submitting a written request for
consideration of a candidate, including a resume, to Reverend S. Amos Brackeen,
Chairman of the Committee.
The Board of UBS also has a standing audit committee for the purpose of
interfacing with UBS's independent auditors and reviewing the internal controls
of UBS consisting of the following board members:
James F. Bodine
Luis A. Cortes, Jr.
Emma C. Chappell
Kemel G. Dawkins
William B. Moore
PRINCIPAL EXECUTIVE OFFICERS
NAME AGE OFFICE
- ---- --- ------
Emma C. Chappell .......... 56 Chairman, President and Chief
Executive Officer
James F. Bodine ............ 75 Vice Chairman
Reverend William B. Moore .. 54 Secretary
L. Armstead Edwards ........ 54 Treasurer
UNITED BANCSHARES, INC. PROXY STATEMENT
Page 5
<PAGE>
REMUNERATION OF DIRECTORS AND
EXECUTIVE OFFICERS
COMPENSATION TABLE
Name of
Individual or
Number Capacities in
in Group Which Served 1996 Salary 1996 Cash Bonus
- -------- ------------ ----------- ---------------
Emma C. Chairman, President $162,000 $0
Chappell Chief Executive Officer
1995 Salary 1995 Cash Bonus
----------- ---------------
$150,000 $23,285
1994 Salary 1994 Cash Bonus
----------- ---------------
$150,000 $35,000
The Bank elected at a meeting of its Board of Directors held January 6,
1994, to provide Directors with compensation for each meeting attended in the
amount of three hundred fifty dollars ($350) per Board meeting attended and one
hundred fifty dollars ($150) for each committee meeting attended. At a Board of
Directors meeting of the Bank held November 16, 1996 the Board voted to reduce
the fees paid for Board and committee meetings to $175 for each Board meeting
attended and $75 for each committee meeting attended. Directors who are also
salaried officers of the Bank receive no remuneration for their services as
Directors. UBS directors are not currently compensated for their service as
Directors of UBS. During the fiscal year ended December 31, 1996, the Bank paid
its "non-interested" Directors $34,550 in Directors' fees.
Dr. Emma C. Chappell, who is founder of the Bank serves as Chairman of the
Board, President, and Chief Executive Officer of UBS since UBS's formation,
receives a minimum annual salary of $150,000 for her service as Chairman,
President and Chief Executive Officer of the Bank. Dr. Chappell is not presently
compensated for her service as Director of UBS.
No deferred compensation or bonus compensation has been paid by UBS, or
will be paid by UBS on account of services rendered to UBS to the date of this
Proxy Statement. Neither the Bank nor UBS has provided, or will provide on
account of services performed through December 31, 1996 any further compensation
pursuant to any plan.
UNITED BANCSHARES, INC. PROXY STATEMENT
Page 6
<PAGE>
One hundred thousand shares of UBS's Common Stock are subject to a Long
Term Incentive Compensation Plan (the "Plan") under which options to purchase
UBS's Common Stock may be granted to key employees at a price not less than the
fair market value thereof at the date of the grant ("Options"), and Common Stock
may be awarded as Restricted Stock, subject for a period of time to substantial
risk of forfeiture and restrictions on disposition as determined by the
Compensation Committee as of the date of the grant ("Restricted Stock").
Pursuant to the Plan, options are granted in tandem with Stock Appreciation
Rights allowing the holder of an Option to surrender the Option and receive an
amount equal to the appreciation in market value of a fixed number of shares of
Common Stock from the date of the grant of the Option ("SARs"). SARs may be
payable in Common Stock or cash or a combination of both. The Plan also allows
the Compensation Committee to grant Performance Shares, which are contingent
rights to receive, when certain performance criteria have been attained, amounts
of Common Stock and cash determined by the Compensation Committee for such an
award ("Performance Shares"). Such rights are subject to forfeiture or reduction
if performance goals specified are not met during the performance period.
No grants have been made pursuant to the Plan as of the date of this Proxy
Statement.
2. INDEPENDENT AUDITORS
The Board of Directors has selected Ernst & Young LLP as independent
auditors to audit and certify consolidated financial statements of UBS for the
year ending December 31, 1996 and to provide certain accounting services to UBS
during 1997. Ernst & Young LLP has served in this capacity since UBS's
inception.
A representative of Ernst & Young LLP will be present at the meeting if
requested by a shareholder (either by telephone or in writing) in advance of the
meeting. Such requests should be directed to the Secretary of UBS.
REQUIRED VOTE
An affirmative vote of a majority of the shares of UBS represented at
the meeting will be required to ratify this appointment. The Board of Directors
recommends a vote for this proposal.
UNITED BANCSHARES, INC. PROXY STATEMENT
Page 7
<PAGE>
3. CERTAIN RELATIONSHIPS AND RELATED
TRANSACTIONS.
OFFICERS AND DIRECTORS OF UNITED
BANK OF PHILADELPHIA
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION AND YEAR FIRST TERM
NAME AGE OTHER DIRECTORSHIPS BECAME DIRECTOR WILL EXPIRE
- ---- --- ------------------- --------------- -----------
<S> <C> <C> <C> <C>
James F.
Bodine ... 75 Vice Chairman of the 1992 1998
Bank and UBS
Retired as Managing
Partner, Urban Affairs
Partnership
Phila., PA. since 1987.
S. Amos
Brackeen ... 78 Founder and Pastor, 1992 1999
Philippian Baptist
Church, Phila., PA.
Emma C.
Chappell ... 56 Founder, Chairman of 1992 1999
the Board, President
and CEO of the
Bank and UBS. Prior to 1991,
Vice President, Continental Bank
Phila., PA
Luis A.
Cortes, Jr... 39 Executive Director 1992 2000
of the Hispanic Clergy
of Philadelphia & Vicinity
Phila., PA
Kemel G.
Dawkins ... 73 President, Kemrodco 1992 2001
Development and
Construction Company, Inc.,
President, Kem-Her
Construction Company
Inc., Phila., PA.
</TABLE>
UNITED BANCSHARES, INC. PROXY STATEMENT
Page 8
<PAGE>
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION AND YEAR FIRST TERM
NAME AGE OTHER DIRECTORSHIPS BECAME DIRECTOR WILL EXPIRE
- ---- --- ------------------- --------------- -----------
<S> <C> <C> <C> <C>
Verdaynea F. 34 Co-Founder, United Bank 1997 1998
Eason ... of Philaelphia,
Philadelphia, PA
L. Armstead
Edwards ... 54 Owner and President, 1992 2000
P.A.Z., Inc.,
Phila., PA
Marionette
Y. Frazier 51 Secretary/ Treasurer 1996 2000
since 1981, John
Frazier, Inc.,
Phila., PA; construction
William C.
Green .... 72 Co-Founder, Ivy Leaf 1992 1998
Middle School,
Phila., PA
Angela M.
Huggins ... 53 Director of Facilities 1992 2001
Services, RMS Technologies
Inc., Marlton, NJ; Director
A & J Management, Inc.;
Director, Mainline Academy.
William B.
Moore ... 54 Pastor, Tenth Memorial 1992 1999
Baptist Church,
Phila., PA
Ernest L.
Wright ... 68 Founder, President and 1992 2000
CEO of Ernest L. Wright
Construction Company, Phila., PA
Elmer
Young, Jr... 72 Retired; 1992 2001
Previously Vice President
Glenmede Trust Company;
Senior Vice President
First Pennsylvania Bank
</TABLE>
Each of these officers and directors are also officers and directors of
UBS. See "Election of Directors."
UNITED BANCSHARES, INC. PROXY STATEMENT
Page 9
<PAGE>
LOANS TO OFFICERS AND DIRECTORS
As of December 31, 1996, the Bank had loans to certain officers and
directors and their affiliated interests in aggregate dollar amount of
approximately $819,000 and held deposits of certain officers and directors of
$196,000. Such transactions are made on substantially the same terms, incluidng
interest rate and collateral, as those prevailing at the time for other
non-related party transactions.
4. OTHER INFORMATION.
BENEFICIAL OWNERSHIP OF COMMON STOCK
The following table sets forth certain information regarding UBS's Common
Stock owned by: (i) each person who is known by the Board of Directors of UBS to
be the beneficial owner of more than 5% of UBS's outstanding Common Stock; (ii)
each of UBS's Directors, nominees for Director and principal officers of UBS as
a group:
Shareholders Owning in Excess of Five Percent of Registrant's Common Stock
<TABLE>
<CAPTION>
Amount of UBS Percentage
Shareholders Beneficial Ownership Common Stock
- ------------ -------------------- ------------
<S> <C> <C>
CoreStates Bank, N.A. 50,000 6.12%
Broad and Chestnut Streets
Philadelphia, PA 19101
Greater Philadelphia Urban Affairs Coalition 47,500 5.82%
121 North Broad Street
Philadelphia, PA 19107
Philadelphia Municipal 41,667 5.10%
Retirement System
2000 Two Penn Center
Philadelphia, PA 19102
</TABLE>
UNITED BANCSHARES, INC. PROXY STATEMENT
Page 10
<PAGE>
Directors and Officers of the Bank
Shares of Registrant's Common Stock
Name Beneficially Owned Percentage
- ---- ------------------ ----------
James F. Bodine 10,833 1.33%
S. Amos Brackeen 5,000 .61%
Emma C. Chappell(1) 7,000 .86%
Luis A. Cortes, Jr 500 .06%
Kemel G. Dawkins 8,333 1.02%
Verdaynea F. Eason 50 .01%
L. Armstead Edwards 10,833 1.33%
Marionette Y. Frazier 9,350 1.14%
William C. Green (2) 13,833 1.69%
Angela M. Huggins 4,200 .51%
William B. Moore 1,000 .12%
Ernest L. Wright 5,000 .62%
Elmer Young, Jr 100 .01%
------ ----
TOTAL 80,815 9.41%
====== ====
- ----------
(1) Dr. Chappell also acts as Trustee of a voting trust agreement pursuant to
which Fahnstock, Inc deposited 5,209 shares of Common Stock of UBS with Dr.
Chappell as Trustee, to be voted by Dr. Chappell pursuant to the terms of
the Voting Trust. The term of the Voting Trust is ten years.
Dr. Chappell acts as Trustee of a voting trust agreement pursuant to which
NationsBank Corporation deposited 33,500 shares of Common Stock of UBS with
Dr. Chappell as Trustee, to be voted by Dr. Chappell pursuant to the terms
of the Voting Trust. The term of the Voting Trust is ten years.
Dr. Chappell also owns options to purchase up to 29,694 shares of the
common stock of UBS at a purchase price of $8.54 per share . This option
was awarded on September 15, 1993 and remains in effect for a term of five
years from that date.
(2) Owned jointly with Liller B. Green, his wife.
LITIGATION
No other material claims have been instituted or threatened by or
against UBS or its affiliates other than in the normal course of business.
ADJOURNMENT
If sufficient votes in favor of any of the proposals set forth herein are
not received by the time scheduled for the meeting, the persons named as proxies
may propose one or more adjournments of the meeting for a period or periods of
not more than 60 days in the aggregate to permit further solicitation of proxies
with respect to any such proposal. Any adjournment will require the affirmative
vote of a majority of the votes cast on the question in person or by proxy at
the
UNITED BANCSHARES, INC. PROXY STATEMENT
Page 11
<PAGE>
session of the meeting to be adjourned. The persons named as proxies will vote
in favor of such adjournment those proxies which they are entitled to vote in
favor of such proposals. They will vote against any such adjournment those
proxies required to be voted against any such proposals. The Bank pays the costs
of any additional solicitation and of any adjourned session.
OTHER MATTERS
The Board of Directors knows of no other business to be brought before the
meeting. However, if any other matters come before the meeting, it is the
intention that the proxies which do not contain specific restrictions to the
contrary will be voted on such matters in accordance with the judgment of the
persons named on the enclosed form of proxy.
5. FINANCIAL STATEMENTS
The consolidated financial statements of UBS are not set forth in this
Proxy Statement. However, they are distributed herewith in the Annual Report of
UBS for the year ended December 31, 1996.
----------------------------
YOUR VOTE IS IMPORTANT
NO MATTER HOW MANY SHARES YOU OWN
Please indicate your voting instructions on the enclosed Proxy Form, date
and sign it, and return it in the envelope provided, which is addressed for your
convenience and needs no postage, if mailed in the United States. In order to
avoid additional expense to UBS or further solicitation, we ask your cooperation
in mailing your Proxy Form promptly.
----------------------------
UNITED BANCSHARES, INC. PROXY STATEMENT
Page 12
<PAGE>
UNITED BANCSHARES, INC.
PROXY
ANNUAL MEETING OF SHAREHOLDERS TO BE HELD MAY 19, 1997
---------------
THIS PROXY IS SOLICITED ON BEHALF OF
THE BOARD OF DIRECTORS
---------------
VOTE THIS PROXY FORM TODAY!
YOUR PROMPT RESPONSE WILL SAVE THE BANK
THE EXPENSE OF ADDITIONAL MEETINGS
The undersigned hereby constitutes and appoints Emma C. Chappell and James
F. Bodine, or either of them, proxy of the undersigned with full power of
substitution to vote all of the shares of United Bancshares, Inc. that the
undersigned may be entitled to vote at the Annual Meeting of Shareholders of
United Bancshares, Inc. to be held at the Federal Reserve Bank of Philadelphia,
10 Independence Mall, Philadelphia, PA 19106 on May 19, 1997 at 10:00 A.M.,
prevailing time, and any adjournments thereof. All powers may be exercised by a
majority of said proxy holders or substitutes voting or acting or, if only one
votes and acts, then by that one. This Proxy shall be voted on the proposals
described in the Proxy Statement as specified below. Receipt of the Notice of
the Meeting and the accompanying Proxy Statement is hereby acknowledged.
Please refer to the Proxy Statement discussion of each of these matters.
IF NO SPECIFICATION IS MADE, THE PROXY SHALL BE VOTED FOR THE PROPOSALS.
As to any other matters, said attorneys shall vote in accordance with their
best judgment.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE
FOR EACH OF THE FOLLOWING.
1. PROPOSAL FOR ELECTION OF ONE CLASS A DIRECTOR. To elect the nominee
listed below as Director:
Luis A. Cortes, Jr. [ ] FOR [ ] AGAINST [ ] ABSTAIN
2. PROPOSAL FOR ELECFTION OF CLASS B DIRECTORS. To elect the three nominees
listed below:
Kemel G. Dawkins [ ] FOR [ ] AGAINST [ ] ABSTAIN
Angela M. Huggins [ ] FOR [ ] AGAINST [ ] ABSTAIN
Elmer Young, Jr. [ ] FOR [ ] AGAINST [ ] ABSTAIN
3. PROPOSAL FOR RATIFICATION OF INDEPENDENT AUDITORS. To ratify the
selection of Ernst & Young LLP as independent auditors for 1996.
[ ] FOR [ ] AGAINST [ ] ABSTAI
4. In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the Annual Meeting and any adjournment
thereof.
<PAGE>
(Please Date and Sign Below)
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL
BE VOTED FOR PROPOSALS 1-4.
THIS PROXY SHOULD BE DATED, SIGNED BY THE SHAREHOLDER EXACTLY AS HIS OR HER
NAME APPEARS ON HIS OR HER STOCK CERTIFICATE AND RETURNED PROMPTLY TO THE BANK
IN THE ENCLOSED ENVELOPE. PERSONS SIGNING IN A FIDUCIARY CAPACITY SHOULD SO
INDICATE.
NOTE: PLEASE SIGN EXACTLY AS YOUR NAME APPEARS ON THIS PROXY.
WHEN SIGNING IN A FIDUCIARY CAPACITY, SUCH AS EXECUTOR,
ADMINISTRATOR, TRUSTEE, ATTORNEY, GUARDIAN, ETC., PLEASE
SO INDICATE. CORPORATE AND PARTNERSHIP PROXIES SHOULD
BE SIGNED BY AN AUTHORIZED PERSON INDICATING THE
PERSON'S TITLE.
Dated: _______________________, 1997
-------------------------------------
-------------------------------------
Signature(s) (Title(s), if applicable)
-------------------------------------
Please print name
PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE.
