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
[X] Definitive proxy statement
[ ] Definitive additional materials
[ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
FIRST WASHINGTON BANCORP, INC.
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(Name of Registrant as Specified in Its Charter)
FIRST WASHINGTON BANCORP, INC.
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(Name of Person(s) Filing Proxy Statement)
Payment of filing fee (Check the appropriate box):
[X] No fee required.
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
N/A
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(2) Aggregate number of securities to which transactions applies:
N/A
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:
N/A
- ------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
N/A
- ------------------------------------------------------------------------------
[ ] 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:
N/A
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(2) Form, schedule or registration statement no.:
N/A
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(3) Filing party:
N/A
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(4) Date filed:
N/A
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<PAGE>
March 17, 2000
Dear Shareholder:
You are cordially invited to attend the Annual Meeting of Shareholders of
First Washington Bancorp, Inc. The meeting will be held at the Elks Lodge at
351 E. Rose Street, Walla Walla, Washington, on Friday, April 21, 2000, at
10:00 a.m., local time.
The Notice of Annual Meeting of Shareholders and Proxy Statement
appearing on the following pages describe the formal business to be transacted
at the meeting. During the meeting, we will also report on the operations of
the Company. Directors and officers of the Company, as well as a
representative of Deloitte & Touche LLP, the Company's independent auditors,
will be present to respond to appropriate questions of shareholders.
It is important that your shares are represented at this meeting, whether
or not you attend the meeting in person and regardless of the number of shares
you own. To make sure your shares are represented, we urge you to complete
and mail the enclosed proxy card. If you attend the meeting, you may vote in
person even if you have previously mailed a proxy card.
We look forward to seeing you at the meeting.
Sincerely,
/s/ Gary Sirmon
Gary Sirmon
President and Chief Executive Officer
<PAGE>
FIRST WASHINGTON BANCORP, INC.
10 S. First Avenue
Walla Walla, Washington 99362
(509) 527-3636
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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Be Held On April 21, 2000
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NOTICE IS HEREBY GIVEN that the 1999 Annual Meeting of Shareholders of
First Washington Bancorp, Inc. ("Company") will be held at the Elks Lodge at
351 E. Rose Street, Walla Walla, Washington, on Friday, April 21, 2000, at
10:00 a.m., local time, for the following purposes:
(1) To elect three directors to serve until the 2003 Annual Meeting of
Shareholders;
(2) The approval of the appointment of Deloitte & Touche LLP as the
Company's independent auditors for the fiscal year ending December
31, 2000; and
(3) To consider and act upon such other matters as may properly come
before the meeting or any adjournments thereof.
NOTE: 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, by original or later
adjournment, the meeting may be adjourned. Shareholders of record at the
close of business on March 2, 2000 are entitled to notice of and to vote at
the meeting and any adjournments or postponements thereof.
Please complete and sign the enclosed form of proxy, which is solicited
by the Board of Directors, and mail it promptly in the enclosed envelope. The
proxy will not be used if you attend the meeting and vote in person.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ D. Allan Roth
D. ALLAN ROTH
SECRETARY
Walla Walla, Washington
March 17, 2000
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IMPORTANT: The prompt return of proxies will save your company 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.
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<PAGE>
PROXY STATEMENT
OF
FIRST WASHINGTON BANCORP, INC.
10 S. First Avenue
Walla Walla, Washington 99362
(509) 527-3636
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ANNUAL MEETING OF SHAREHOLDERS
April 21, 2000
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This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of First Washington Bancorp, Inc.
("Company") to be used at the 2000 Annual Meeting of Shareholders of the
Company. The Company is the holding company for First Savings Bank of
Washington ("First Savings"), Inland Empire Bank ("Inland Empire") and Towne
Bank. First Savings, Inland Empire and Towne Bank are referred to
collectively herein as the "Banks." The Annual Meeting will be held at the
Elks Lodge at 351 E. Rose Street, Walla Walla, Washington on Friday, April 21,
2000, at 10:00 a.m., local time. This Proxy Statement and the enclosed proxy
card are being first mailed to shareholders on or about March 17, 2000.
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VOTING AND PROXY PROCEDURE
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Shareholders Entitled to Vote. Shareholders of record as of the close of
business on March 2, 2000 are entitled to one vote for each share of common
stock ("Common Stock") of the Company then held. As of March 2, 2000, the
Company had 11,185,859 shares of Common Stock issued and outstanding.
Quorum. The presence, in person or by proxy, of at least a majority of
the total number of outstanding shares of Common Stock entitled to vote is
necessary to constitute a quorum at the Annual Meeting. Abstentions will be
counted as shares present and entitled to vote at the Annual Meeting for
purposes of determining the existence of a quorum. Broker non-votes will be
considered shares present and will be included in determining whether a quorum
is present.
Voting. The Board of Directors solicits proxies so that each shareholder
has the opportunity to vote on the proposals to be considered at the Annual
Meeting. When a proxy card is returned properly signed and dated, the shares
represented thereby will be voted in accordance with the instructions on the
proxy card. Where no instructions are indicated, proxies will be voted in
accordance with the recommendations of the Board of Directors. If a
shareholder of record attends the Annual Meeting, he or she may vote by
ballot. The Board recommends a vote:
-- FOR the election of the nominees for director; and
-- FOR the approval of the appointment of Deloitte & Touche LLP as
independent auditors.
The affirmative vote of a plurality of the votes cast at the Annual
Meeting is required for the election of directors. Shareholders are not
permitted to cumulate their votes for the election of directors. Votes may be
cast for or withheld from each nominee. Votes that are withheld and broker
non-votes will have no effect on the outcome of the election because the
nominees receiving the greatest number of votes will be elected. In voting on
the ratification of the appointment of Deloitte & Touche LLP as independent
auditors, you may vote in favor of the proposal, vote against the proposal or
abstain from voting. This matter will be decided by the affirmative vote of a
majority of the votes present in person or represented by proxy at the annual
meeting and broker non-votes will have no effect on the voting. However,
abstentions will have the effect of a vote against the proposal.
1
<PAGE>
Revocation of a Proxy. Shareholders who execute proxies retain the right
to revoke them at any time before they are voted. Proxies may be revoked by
written notice delivered in person or mailed to the Secretary of the Company
or by filing a later proxy prior to a vote being taken on a particular
proposal at the Annual Meeting. Attendance at the Annual Meeting will not
automatically revoke a proxy, but a shareholder of record in attendance may
request a ballot and vote in person, thereby revoking a prior granted proxy.
Participants in the First Washington Bancorp, Inc. ESOP. If a shareholder
is a participant in the First Washington Bancorp, Inc. Employee Stock
Ownership Plan (the "ESOP"), the proxy card represents a voting instruction to
the trustees of the ESOP as to the number of shares in the participant's plan
account. Each participant in the ESOP may direct the trustees as to the
manner in which shares of Common Stock allocated to the participant's plan
account are to be voted. Unallocated shares of Common Stock held by the ESOP
and allocated shares for which no voting instructions are received will be
voted by the trustees in the same proportion as shares for which the trustees
have received voting instructions.
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
- ------------------------------------------------------------------------------
Persons and groups who beneficially own in excess of 5% of the Company's
Common Stock are required to file certain reports disclosing such ownership
pursuant to the Securities Exchange Act of 1934, as amended ("Exchange Act").
Based on such reports, the following table sets forth, as of February 1, 2000,
certain information as to those persons who were beneficial owners of more
than 5% of the outstanding shares of Common Stock. To the Company's
knowledge, no other person or entity beneficially owned more than 5% of the
Company's outstanding Common Stock at February 1, 2000. Shares reflect the
10% stock dividend paid by the Company on August 17, 1998.
The following table also sets forth, as of February 1, 2000, information
as to the shares of Common Stock beneficially owned by (a) each director, (b)
each of the executive officers named in the Summary Compensation Table found
below (the "named executive officers") and (c) all executive officers and
directors of the Company as a group.
Number of Shares Percent of Shares
Name Beneficially Owned (1) Outstanding
- ---- ---------------------- -----------
Beneficial Owners of More Than 5%
First Washington Bancorp, Inc. 953,297 8.5%
Employee Stock Ownership Plan Trust
Westport Asset Management, Inc. 972,070 (2) 8.7
253 Riverside Avenue
Westport, Connecticut 06880
Dimensional Fund Advisors 714,930 (3) 6.4
1299 Ocean Avenue, 11th Floor
Santa Monica, California 90401
Directors
Robert D. Adams 66,710 (4) *
David B. Casper 76,772 (5) *
Margaret C. Langlie 16,296 *
Dean W. Mitchell 62,731 (6) *
Brent A. Orrico 101,067 (7) *
Wilber Pribilsky 76,970 (8) *
Marvin Sundquist 80,270 *
2
<PAGE>
Number of Shares Percent of Shares
Name Beneficially Owned (1) Outstanding
- ---- ---------------------- -----------
Named Executive Officers
Gary Sirmon** 260,759 2.3
Jesse G. Foster** 57,958 *
S. Rick Meikle** 66,608 *
D. Allan Roth 125,018 (9) 1.1
Michael K. Larsen 120,155 (10) 1.1
All Executive Officers and 1,128,188 10.1
Directors as a Group
(13 persons)
- ------------------
* Less than 1 percent of shares outstanding.
** Mr. Sirmon, Mr. Foster and Mr. Meikle are also directors of the Company.
(1) In accordance with Rule 13d-3 under the Exchange Act, a person is
deemed to be the beneficial owner, for purposes of this table, of any
shares of Common Stock if he or she has voting and/or investment power
with respect to such security. The table includes shares owned by
spouses, other immediate family members in trust, shares held in
retirement accounts or funds for the benefit of the named individuals,
and other forms of ownership, over which shares the persons named in
the table may possess voting and/or investment power. Shares held in
accounts under the Company's ESOP and shares of restricted stock
granted under the Company's Management Recognition and Development
Plan, as to which the holders have voting power but not investment
power, are included as follows: Mr. Adams, 7,514 shares; Mr. Casper,
7,514 shares; Mr. Mitchell, 7,514 shares; Mr. Pribilsky, 7,514 shares;
Mr. Sundquist, 7,514 shares; Mr. Orrico, 2,750 shares; Ms. Langlie, 0
shares; Mr. Sirmon, 39,776 shares; Mr. Foster, 852 shares; Mr. Meikle,
516 shares; Mr. Roth, 23,012 shares; Mr. Larsen, 22,990 shares; all
executive officers and directors as a group, 131,354 shares. The
amounts shown also include the following amounts of Common Stock which
the indicated individuals have the right to acquire within 60 days of
February 1, 2000 through the exercise of stock options granted pursuant
to the Company's stock option plans: Mr. Adams, 25,247; Mr. Casper,
25,247; Mr. Mitchell, 25,247; Mr. Pribilsky, 25,247; Mr. Sundquist,
25,247; Mr. Orrico, 1,760; Ms. Langlie, 7,432; Mr. Sirmon, 128,883; Mr.
Foster, 55,666; Mr. Meikle, 57,760; Mr. Roth, 55,471; Mr. Larsen,
55,471; and all executive officers and directors as a group, 495,697.
(2) Information concerning the shares owned by Westport Asset Management,
Inc. as of December 31, 1999 was obtained from a Schedule 13G dated
February 16, 2000. According to this filing, Westport Asset Management,
Inc., an investment advisor registered under the Investment Advisors
Act of 1940, has shared voting power with respect to 730,070 shares and
shared dispositive power with respect to 972,070 shares.
(3) Information concerning the shares owned by Dimensional Fund Advisors as
of December 31, 1999 was obtained from a Schedule 13G dated February 4,
2000. According to this filing, Dimensional Fund Advisors, an
investment advisor registered under the Investment Advisors Act of
1940, has sole voting and dispositive power with respect to 714,930
shares.
(4) Includes 2,301 shares owned by Mr. Adams' wife.
(5) Includes 1,562 shares owned by a company controlled by Mr. Casper.
(6) Includes 1,100 shares owned by a company controlled by Mr. Mitchell.
(7) Includes 10,876 shares owned by companies controlled by Mr. Orrico and
77,263 shares owned by trusts directed by Mr. Orrico.
(8) Includes 2,750 shares owned by a company controlled by Mr. Pribilsky.
(9) Includes 1,106 shares owned by Mr. Roth's wife.
(10) Includes 2,502 shares owned by Mr. Larsen's wife.
3
<PAGE>
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PROPOSAL 1 -- ELECTION OF DIRECTORS
- ------------------------------------------------------------------------------
During 1999, the Board of Directors was reduced from eleven to ten
members. On June 20, 1999, Director Morris Ganquet died and on July 23, 1999,
Director R.R. "Pete" Reid retired from the Board. On January 1, 2000, the
Board of Directors appointed Ms. Margaret C. Langlie to fill the vacancy
created by the death of Mr. Ganquet.
The Board of Directors is divided into three classes with three-year
staggered terms, with one third of the directors elected each year. Three
directors will be elected at the Annual Meeting to serve for a three year
period, or until their respective successors have been elected and qualified.
The nominees for election this year are David B. Casper, Marvin Sundquist and
Margaret C. Langlie.
It is intended that the proxies solicited by the Board of Directors will
be voted for the election of the above named nominees. If any nominee is
unable to serve, the shares represented by all valid proxies will be voted for
the election of such substitute as the Board of Directors may recommend or the
Board of Directors may adopt a resolution to amend the Bylaws and reduce the
size of the Board. At this time the Board of Directors knows of no reason why
any nominee might be unavailable to serve.
The Board of Directors recommends a vote "FOR" the election of Messrs.
Casper and Sundquist and Ms. Langlie.
The following table sets forth certain information regarding the nominees
for election at the Annual Meeting, as well as information regarding those
directors continuing in office after the Annual Meeting.
Year First Elected
or Appointed Term to
Name Age (1) Director (2) Expire
---- ------- ------------ ------
BOARD NOMINEES
David B. Casper 63 1976 2003(3)
Marvin Sundquist 73 1982 2003(3)
Margaret C. Langlie 54 2000 2003(3)
DIRECTORS CONTINUING IN OFFICE
Gary Sirmon 56 1983 2001
Wilber Pribilsky 66 1987 2001
Robert D. Adams 58 1984 2001
Jesse G. Foster 61 1996 2002
Dean W. Mitchell 65 1979 2002
S. Rick Meikle 52 1998 2002
Brent A. Orrico 50 1999 2002
- ---------------
(1) As of December 31, 1999.
(2) Includes prior service on the Board of Directors of First Savings.
(3) Assuming the individual is re-elected.
4
<PAGE>
The present principal occupation and other business experience during the
last five years of each nominee for election and each director continuing in
office is set forth below:
David B. Casper is President of David Casper Ranch, Inc., a farming
operation he has owned since 1973.
Marvin Sundquist is the Secretary and former President and General
Manager of Sundquist Fruit and Cold Storage, Inc., a fruit grower and shipper,
with which he has been affiliated for 49 years.
Margaret C. Langlie is a director of Towne Bank, which she helped found
in 1991. She is a partner in the law firm of Langlie & Goddu which has
offices in Woodinville and Leavenworth, Washington.
Gary Sirmon is Chief Executive Officer, President and a director of the
Company and First Savings. He joined First Savings in 1980 as an executive
vice president and assumed his current position in 1982.
Wilber Pribilsky is the Chairman and Chief Executive Officer of Bur-Bee
Co., Inc., a wholesale food distributor, with which he has been affiliated for
52 years.
Robert D. Adams is a partner in and the President and Chief Executive
Officer of Carroll Adams Tractor Co., which sells and rents farm, industrial
and consumer equipment and with which he has been affiliated for 30 years.
Jesse G. Foster is the Chief Executive Officer, President and a Director
of Inland Empire. He joined Inland Empire in 1962.
Dean W. Mitchell is Manager of Tri-Cities Communications, Inc., which
operates KONA AM and FM radio stations, with which he has been affiliated for
42 years.
S. Rick Meikle is the Chief Executive Officer, President and a Director
of Towne Bank, which he helped form in 1991.
Brent A. Orrico has served on the Board of Directors of Towne Bank since
1992. He is also President of FAO Corporation, an asset management company,
and is a principal of B & O Financial Management Company.
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MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS
- ------------------------------------------------------------------------------
The Board of Directors of the Company conducts its business through
meetings of the Board and through its committees. During the calendar year
ended December 31, 1999, the Board of Directors of the Company held 14
meetings. No director of the Company attended fewer than 75% of the total
meetings of the Board and committees on which such person served during this
period.
The Executive Committee, consisting of Directors Casper, Adams, Pribilsky
and Sirmon, acts for the Board of Directors when formal Board action is
required between regular meetings. This committee has the authority to
exercise all powers of the full Board of Directors, except that it does not
have the power, among other things, to: declare dividends, issue stock, amend
the Bylaws, or approve any agreement of merger or consolidation other than
mergers with a subsidiary of the Company. The Executive Committee met once
during the year ended December 31, 1999.
The Audit Committee, consisting of Directors Adams, Pribilsky and Casper,
oversees management's fulfillment of its financial reporting responsibilities
and maintenance of an appropriate internal control system. It also recommends
the appointment of the Company's independent public accountants and oversees
the activities of the Company's internal audit functions. The Audit Committee
has a Charter which specifies its obligation and the Audit Committee believes
it has fulfilled its responsibility under the Charter. All members of the
Audit Committee are non-employee directors. The Audit Committee met six times
during the year ended December 31, 1999.
5
<PAGE>
The Compensation Committee, which consists of the entire Board of
Directors, sets salary policies and levels for senior management and oversees
all salary and bonus programs for the Company. The Compensation Committee met
four times during the year ended December 31, 1999.
The Incentive Stock Option Plan Committee, consisting of Directors
Casper, Mitchell, Sundquist, Adams, Pribilsky and Orrico, administers the
Company's stock option plan. This committee met three times during the year
ended December 31, 1999.
The Management Recognition and Development Plan Committee, consisting of
Directors Casper, Mitchell, Sundquist, Adams, Pribilsky and Orrico,
administers the Company's Management Recognition and Development Plan. This
committee met once during the year ended December 31, 1999.
The Nominating Committee, which consists of the entire Board of
Directors, selects nominees for the election of directors and develops a list
of nominees for board vacancies. The Nominating Committee met nine times
during the year ended December 31, 1999.
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DIRECTORS' COMPENSATION
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Non-employee directors of the Company receive a retainer of $9,600 and a
fee of $600 per meeting attended, $400 per special meeting attended and $200
per committee meeting attended. Officers of the Company or its subsidiaries
who are also directors do not receive any fee or remuneration for services as
members of the Board of Directors or of any committee of the Board of
Directors.
In order to encourage the retention of qualified directors, the Company
has entered into deferred fee agreements whereby directors may defer all or a
portion of their regular fees until retirement. Each director may direct the
investment of the deferred fees toward the purchase of life insurance or the
Company's Common Stock. The Company has established a grantor trust to hold
the Common Stock investments. The assets of the trust are considered part of
the Company's general assets and the directors have the status of unsecured
creditors of the Company with respect to the trust assets. The deferred fee
agreements provide pre-retirement death and disability benefits in an amount
based on the value of the director's account balance upon the occurrence of
either event. At retirement, a director may elect to receive the balance of
his account in a lump sum or in annual installments over a period not
exceeding the life expectancy of the director and his beneficiary. At
December 31, 1999, the Company's estimated deferred compensation liability
expense accrual with respect to non-employee directors was $1.6 million.
6
<PAGE>
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EXECUTIVE COMPENSATION
- ------------------------------------------------------------------------------
Summary Compensation Table. The following information is furnished for
the Chief Executive Officer of the Company and for the four highest paid
executive officers of the Company who received salary and bonus in excess of
$100,000 for the year ended December 31, 1999. Shares reflect the 10% stock
dividend paid by the Company on August 17, 1998.
<TABLE>
Long-Term Compensation
Annual Compensation Awards
------------------------------------- ----------------------
Other Annual Restricted Securities All Other
Name and Compen- Stock Underlying Compen-
Position Year* Salary($) Bonus($)(1) sation($)(2) Award($) Options(#) sation($)(3)
- -------- ----- --------- ----------- ------------ -------- ---------- ------------
<S> <C> <C> <C> <C> <C> <C> <C>
Gary Sirmon 1999** $295,000 $ --- --- $ --- 30,700 $56,985
Chief Executive 1999*** 256,375 96,363 --- --- 18,247 60,373
Officer and 1998*** 228,125 52,938 --- --- --- 27,210
President
D. Allan Roth 1999** 138,000 --- --- --- 5,744 38,436
Treasurer 1999*** 133,265 35,000 --- --- 3,414 44,969
and Secretary 1998*** 128,809 24,375 --- --- --- 15,509
Michael K. Larsen 1999** 138,000 --- --- --- 5,744 31,986
Executive Vice 1999*** 133,265 35,000 --- --- 3,414 33,200
President 1998*** 128,809 24,375 --- --- --- 15,343
Jesse G. Foster 1999** 142,008 --- --- --- 7,424 20,317
President of 1999*** 135,511 39,636 --- --- 4,392 18,126
Inland Empire Bank 1998*** 125,622 18,000 --- --- --- 14,768
S. Rick Meikle(4) 1999** 141,000 ---(5) --- --- 7,999 44,662
President of 1999*** 125,250 106,000(5) --- --- 114,221(6) 15,474
Towne Bank
</TABLE>
- ------------------
* Effective December 31, 1999, the Company changed its fiscal year from
March 31 to December 31.
** Year ended December 31, 1999.
*** Year ended March 31.
(1) Bonuses for the calendar year ended December 31, 1999 were accrued during
the year but paid in January 2000.
(2) Does not include certain benefits, the aggregate amounts of which do not
exceed 10% of total annual salary and bonus.
(3) Amounts for calendar year 1999 reflect: for Mr. Sirmon, cash distribution
of accrued vacation leave of $24,853 pursuant to executive's election,
deferred compensation contribution of $16,132, and ESOP contribution of
$16,000; for Mr. Roth, cash distribution of accrued vacation leave of
$22,291 pursuant to executive's election, deferred compensation
contribution of $145, and ESOP contribution of $16,000; for Mr. Larsen,
cash distribution of accrued vacation leave of $16,453 pursuant to
executive's election, and ESOP contribution of $15,533; for Mr. Foster,
cash distribution of accrued vacation leave of $5,270, pursuant to
executive's election, and ESOP contribution of $15,047; for Mr. Meikle,
cash distribution of accrued sick leave of $6,300 pursuant to executive's
election, deferred compensation contribution of $22,362, and ESOP
contribution of $16,000.
(4) The Company acquired Towne Bank on April 1, 1998.
(5) Mr. Meikle's bonus was paid in January 1999 and has been included for the
fiscal year ended March 31, 1999 and not included in the year ended
December 31, 1999.
(6) Amount includes 26,990 of assumed options.
7
<PAGE>
Option Grants in Last Fiscal Year. The following table sets forth
information concerning the grant of stock options to the named executive
officers during the calendar year ended December 31, 1999. Shares reflect the
10% stock dividend paid by the Company on August 17, 1998.
<TABLE>
Individual Grants
---------------------------------------------------
Percent Potential Realizable Value at
Number of of Total Assumed Annual Rates of Stock
Securities Options Price Appreciation for Option
Underlying Granted to Exercise Term(2)
Options Employees in Price Expiration -----------------------------
Name Granted(1) Fiscal Year ($/sh) Date 5%($) 10%($)
---- ---------- ----------- ------ ---- ----- ------
<S> <C> <C> <C> <C> <C> <C>
Gary Sirmon 30,700 15.0% $15.0625 12/21/09 $290,813 $736,976
D. Allan Roth 5,744 2.8 15.0625 12/21/09 54,411 137,889
Michael K. Larsen 5,744 2.8 15.0625 12/21/09 54,411 137,889
Jesse G. Foster 7,424 3.6 15.0625 12/21/09 70,326 178,219
S. Rick Meikle 7,999 3.9 15.0625 12/21/09 75,772 192,022
</TABLE>
- ----------------
(1) Each option grant reported in the table vests at the rate of 20% per
annum. Options will become immediately exercisable in the event of a
change in control of the Company.
(2) The dollar gains under these columns result from calculations required by
the Securities and Exchange Commission's rules and are not intended to
forecast future price appreciation of the Common Stock of the Company.
It is important to note that options have value to the listed executives
only if the stock price increases above the exercise price shown in the
table during the effective option period. In order for the listed
executives to realize the potential values set forth in the 5% and 10%
columns in the table, the price per share of the Company's Common Stock
would be approximately $24.54 and $39.07, respectively, as of the
expiration of the options granted on December 21, 1999.
Option Exercise/Value Table. The following information with respect to
options exercised during the fiscal year ended December 31, 1999, and
remaining unexercised at the end of the fiscal year, is presented for the
named executive officers. Shares reflect the 10% stock dividend paid by the
Company on August 17, 1998.
<TABLE>
Number of Securities Value of Unexercised
Underlying Unexercised In-the-Money Options
Shares Options at Fiscal Year End At Fiscal Year End ($)(1)
Acquired on Value -------------------------- --------------------------
Name Exercise (#) Realized($) Exercisable Unexercisable Exercisable Unexercisable
- ---- ------------ ----------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Gary Sirmon --- --- 128,883 128,789 $153,700 $102,469
Jesse G. Foster --- --- 55,666 47,466 42,335 28,224
D. Allan Roth --- --- 55,471 45,003 67,243 44,830
Michael K. Larsen --- --- 55,471 45,003 67,243 44,830
S. Rick Meikle --- --- 41,260 77,785 226,334 ---
8
</TABLE>
<PAGE>
- --------------
(1) Value of unexercised in-the-money options equals market value of shares
covered by in-the-money options on December 31, 1999 less the option exercise
price. Options are in-the-money if the market value of the shares covered by
the options is greater than the option exercise price.
Employment Agreements with Named Executive Officers. The Company entered
into employment agreements with Messrs. Sirmon, Roth, and Larsen
(individually, the "Executive") on July 1, 1998. The agreements provide that
the Executive's base salary is subject to annual review. The current base
salaries for Messrs. Sirmon, Roth, and Larsen, are $308,275, $144,210 and
$144,210, respectively. In addition to base salary, the agreements provide
for the Executive's participation in the employee benefit plans and other
fringe benefits applicable to executive personnel. The initial three-year
term of each agreement may be extended annually for an additional year at the
discretion of the Board of Directors of First Savings. The employment of the
Executive is terminable at any time for cause as defined in the agreements.
In addition, the Executive may be terminated without cause in which case the
Executive would continue to receive base salary and other benefits over the
remaining term of the agreement.
The agreements also provide for the payment of severance benefits to the
Executive in the event of his termination of employment following a change in
control of First Savings or the Company. Such benefits would include a lump
sum payment equal to 2.99 times the average of the Executive's five preceding
years' compensation and continuation of retirement, life, health, and
disability coverage for a three-year period. In the event of a change in
control of First Savings or the Company, the total cash payment due under the
agreements, excluding any benefits payable under any employee benefit plan,
would be approximately $1,774,581, $1,025,376 and $919,778 for Messrs. Sirmon,
Roth, and Larsen, respectively. For purposes of the agreements, "change in
control" includes, among other things, a change in control within the meaning
of the rules and regulations promulgated by the Board of Governors of the
Federal Reserve System under the Change in Bank Control Act of 1978, the
acquisition by any person of securities representing 20% or more of the
outstanding securities of First Savings or the Company, or a plan of
reorganization, merger, consolidation, or sale of substantially all of the
assets of First Savings or the Company in which First Savings or the Company
is not the resulting entity.
The agreements restrict the right of the Executive to compete against
First Savings or the Company for a period of one year following retirement in
the area of Walla Walla or any other area in which First Savings maintains a
full service branch office.
Inland Empire entered into an employment agreement with Mr. Foster on
September 30, 1994. The agreement was continued, with certain modifications,
following the acquisition of Inland Empire by the Company. The initial term
of the agreement expired on September 30, 1999. The agreement provides for an
automatic one-year extension unless either party gives notice of an intention
not to renew at least 60 days prior to the expiration date. Mr. Foster's base
salary, which is subject to periodic review, is currently $149,112. In the
event of Mr. Foster's termination without cause, the Bank is obligated to
continue his then current salary through the expiration date of the agreement.
In the event of Mr. Foster's resignation following a change in control of the
Bank (as defined in the agreement), the Bank is obligated to continue his base
salary for a 12 month period but, in any event, not longer than the expiration
date of the agreement. The agreement restricts Mr. Foster's ability to
compete with the Bank within a 50-mile radius of the Bank's main and branch
office locations during any period in which he is receiving compensation
payments from the Bank.
Towne Bank and the Company entered into an employment agreement with Mr.
Meikle on April 1, 1998. The initial term of the agreement expires on April
1, 2001. The agreement provides for automatic one-year extensions. Mr.
Meikle's base salary, which is subject to periodic review, is currently
$160,650. In the event of Mr. Meikle's termination without cause, the Bank is
obligated to continue his then current salary through the expiration date of
the agreement. In the event of Mr. Meikle's voluntary resignation during
theterm of the agreement, the Bank shall pay to Mr. Meikle the compensation
due him through his date of termination. The agreement restricts Mr. Meikle's
ability to compete with the Bank for a period of three years following such
termination in any city, town or county in which the Bank and/or the Company
has an office or has filed an application for regulatory approval to establish
an office, determined as of the effective date of such termination.
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Salary Continuation and Deferred Compensation Agreements. First Savings
has entered into salary continuation agreements with Messrs. Sirmon, Roth, and
Larsen (individually, the "Executive") to ensure their continued service with
First Savings through retirement. First Savings has purchased life insurance
to finance the benefits payable under the agreements. Assuming that the
Executive remains in the employ of First Savings to age 65, the agreements
provide for monthly payments over a minimum of a 180-month period following
retirement. The annual payment for Messrs. Sirmon, Roth, and Larsen would be
$112,000, $64,000, and $64,000, respectively. In the event of the Executive's
termination of employment by reason of death or disability prior to age 65,
the salary continuation benefit would be payable to the Executive or his
designated beneficiary.
For 1994 and subsequent years, Section 401(a)(17) of the Code limits to
$150,000 (indexed) per employee the amount of compensation that is considered
for purposes of determining the maximum contribution to First Savings's tax-
qualified profit sharing plan on behalf of each eligible employee. First
Savings credits certain executive officers whose total compensation exceeds
$150,000 with additional deferred compensation to restore amounts that may not
be contributed to the profit sharing plan as a consequence of the Section
401(a)(17) limitation. For the fiscal year ended December 31, 1999, $16,132
was credited as deferred compensation on behalf of Mr. Sirmon; $145 was
credited as deferred compensation for Mr. Roth; and $10,362 was credited as
deferred compensation for Mr. Meikle.
Inland Empire has entered into an agreement with Mr. Foster to provide
him with supplemental retirement benefits. The agreement was continued, with
certain modifications, following the acquisition of Inland Empire by the
Company. The agreement provides that, following Mr. Foster's retirement at or
after attaining age 62 (or in the event of his prior death or disability) and
for a 12-year period thereafter, the Bank will pay him (or his beneficiary)
an annual benefit equal to 40 percent of his average annual salary during the
three years preceding his retirement. In the event of his termination of
employment prior to age 62, Mr. Foster's benefits would be deferred until age
62. The agreement also restricts Mr. Foster's ability to compete with the
Bank within a 50-mile radius of the Bank's main and branch office locations
for a one-year period following his termination of employment.
Notwithstanding anything to the contrary set forth in any of the
Company's previous filings under the Securities Act of 1933, as amended, or
the Exchange Act that might incorporate future filings, including this Proxy
Statement, in whole or in part, the following Report of the Compensation
Committee and Performance Graph shall not be incorporated by reference into
any such filings.
Report of the Compensation Committee. Under rules established by the
Securities and Exchange Commission, the Company is required to provide certain
data and information in regard to the compensation and benefits provided to
the Company's Chief Executive Officer and other executive officers. The
disclosure requirements for the Chief Executive Officer and other executive
officers include the use of tables and a report explaining the rationale and
considerations that led to the fundamental executive compensation decisions
affecting those individuals. The Compensation Committee of the Board of
Directors of the Company is responsible for establishing and monitoring
compensation policies of the Company and for reviewing and ratifying the
actions of the Compensation Committees of the Boards of Directors of First
Savings, Inland Empire and Towne Bank. Performance is evaluated and salaries
are set by the Compensation Committees of the Banks.
General. The Banks' Compensation Committees' duties are to recommend and
administer policies that govern executive compensation. The Committees
evaluate individual executive performance, compensation policies and salaries.
The Committees are responsible for evaluating the performance of the Chief
Executive Officers of the Banks while the Chief Executive Officers of the
Banks evaluate the performance of other senior officers of the respective
Banks and make recommendations to the Committees regarding compensation
levels. The committees have final authority to set compensation levels.
Compensation Policies. The executive compensation policies of the Banks
are designed to establish an appropriate relationship between executive pay
and the Company's and the Banks' annual performance, to reflect the attainment
of short- and long-term financial performance goals and to enhance the ability
of the Company and the Banks
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to attract and retain qualified executive officers. The principles underlying
the executive compensation policies include the following:
-- To attract and retain key executives who are vital to the long-term
success of the Company and the Banks and are of the highest caliber;
-- To provide levels of compensation competitive with those offered
throughout the financial industry and consistent with the Company's
and the Banks' level of performance;
-- To motivate executives to enhance long-term shareholder value by
building their equity interest in the Company; and
-- To integrate the compensation program with the Company's and the
Banks' annual and long-term strategic planning and performance
measurement processes.
The Committees consider a variety of subjective and objective factors in
determining the compensation package for individual executives including: (1)
the performance of the Company and the Banks as a whole with emphasis on
annual performance factors and long-term objectives; (2) the responsibilities
assigned to each executive; and (3) the performance of each executive of
assigned responsibilities as measured by the progress of the Company and the
Banks during the year.
Base Salary. The Banks' current compensation plan involves a combination
of salary, cash bonuses to reward short-term performance, stock options to
reward long-term performance and deferred compensation. The salary levels of
executive officers are designed to be competitive within the banking and
financial services industries. In setting competitive salary levels, the
Compensation Committees continually evaluate current salary levels by
surveying similar institutions in Washington, Oregon, the Northwest and the
United States. The Committees' peer group analysis focuses on asset size,
nature of ownership, type of operation and other common factors. Specifically,
the Committees annually review the Northwest Financial Industry Salary Survey
prepared by Milliman & Robertson, Inc. (actuaries and consultants) covering 93
Northwest financial organizations, the Oregon Bankers Association salary
survey covering all banks in the state of Oregon, Federal Home Loan Bank
("FHLB") of Seattle data covering the seven states of the 12th FHLB District,
the America's Community Bankers' Compensation Survey which covers 452
responding financial institutions, the Watson Wyatt Survey of Top Management
Compensation, the Moss-Adams Oregon, Washington, and Montana Community Bank
Compensation Survey and the SNL Executive Compensation Review.
Bonus Program. A short-term incentive bonus plan is in effect for the
officers of the Banks which is designed to compensate for performance. The
plan is designed to provide for bonuses of up to 35% of salary for the chief
executive officers, up to 25% of salary for executive vice presidents, up to
20% of salary for senior vice presidents and up to 15% of salary for vice
presidents and certain other officers. In certain circumstances, bonuses may
be payable at higher levels based on exceptional performance in excess of
established targets. The performance bonus is based primarily on quantifiable
data such as return on assets, return on equity and level of operating
expenses. Subjective evaluation of performance is limited.
Deferred Compensation. To the extent that executive officers'
contributions to First Savings retirement programs are limited by applicable
law, First Savings credits each affected executive with deferred compensation
in the amount of the additional annual contribution the executive would have
received if such limits were not applicable.
Long Term Incentive Compensation. The Company, with shareholder
approval, on July 26, 1996, adopted the 1996 Management Recognition and
Development Plan and the 1996 Stock Option Plan, and on July 24, 1998, the
1998 Stock Option Plan, under which officers may receive grants and awards.
The Company believes that stock ownership by the Company's and the Banks'
officers is a significant factor in aligning the interests of the officers
with those of shareholders. Stock options and stock awards under such plans
were allocated based upon regulatory practices and
11
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policies, the practices of other recently converted financial institutions as
verified by external surveys and based upon the officers' level of
responsibility and contributions to the Company and the Banks.
Compensation of the Chief Executive Officer. During the calendar year
ended December 31, 1999, the base salary of Gary Sirmon, President and Chief
Executive Officer of the Company and First Savings, was $295,000. In
addition, he was credited with $32,132 in other compensation (comprised of
Deferred Compensation - $16,132 and Employees' Stock Ownership Plan -
$16,000). This resulted in total compensation of $327,132, which represents a
16.8% decrease from the twelve month period ended March 31, 1999. In
addition, Mr. Sirmon took a $24,853 cash distribution of accrued vacation.
The Committee believes that Mr. Sirmon's compensation is appropriate based on
the Company's overall compensation policy, on the basis of the Committee's
consideration of peer group data, and the superior financial performance of
the Company during the fiscal year. Mr. Sirmon did not participate in the
Committee's consideration of his compensation level for the fiscal year.
Compensation Committee:
Dean Mitchell, Chairman
Marvin Sundquist, Vice-Chairman
Robert D. Adams
David B. Casper
Jesse G. Foster
Wilber Pribilsky
Gary Sirmon
S. Rick Meikle
Brent A. Orrico
Margaret C. Langlie
Compensation Committee Interlocks and Insider Participation. Mr. Sirmon,
President and Chief Executive Officer of the Company and First Savings, Mr.
Foster, President and Chief Executive Officer of Inland Empire, and Mr.
Meikle, President and Chief Executive Officer of Towne Bank, serve as members
of the Compensation Committee of the Company and their respective Banks.
Although Mr. Sirmon recommends compensation to be paid to executive officers,
the entire Board of Directors of First Savings reviews such recommendations
and sets the compensation for Mr. Sirmon. Similarly, the entire Board of
Directors of Inland Empire sets the compensation for Mr. Foster, and the
entire Board of Directors of Towne Bank sets the compensation for Mr. Meikle.
Performance Graph. The following graph compares the cumulative total
shareholder return on the Company's Common Stock with the cumulative total
return on the Nasdaq (U.S. Stock) Index, a peer group of the SNL $1 Billion to
$5 Billion Asset Bank Index and a peer group of the SNL $1 Billion to $5
Billion Asset Thrift Index. Total return assumes the reinvestment of all
dividends.
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COMPARISON OF CUMULATIVE TOTAL RETURN *
[Performance graph appears here]
11/01/95 12/31/95 12/31/96 12/31/97 12/31/98 12/31/99
First Washington -------- -------- -------- -------- -------- --------
Bancorp, Inc. $100.00 $105.91 $150.20 $227.54 $221.62 $139.92
Nasdaq Total U.S. 100.00 101.31 124.64 152.73 215.21 388.80
SNL $1B-$5B Banks 100.00 105.13 136.28 227.28 226.75 208.40
SNL $1B-$5B
Thrifts 100.00 106.11 139.23 247.14 221.84 198.66
* Assumes $100 invested in the Company's Common Stock at the closing price
per share and each index on November 1, 1995 (the date on which the Company's
Common Stock was first traded publicly) and that all dividends were
reinvested. Information for the graph was provided by SNL Securities L.C.
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COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
- ------------------------------------------------------------------------------
Section 16(a) of the Exchange Act requires the Company's executive
officers and directors, and persons who own more than 10% of any registered
class of the Company's equity securities, to file reports of ownership and
changes in ownership with the Securities and Exchange Commission. Executive
officers, directors and greater than 10% shareholders are required by
regulation to furnish the Company with copies of all Section 16(a) forms they
file.
13
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Based solely on its review of the copies of such forms it has received
and written representations provided to the Company by the above referenced
persons, the Company believes that during the fiscal year ended December 31,
1999 all filing requirements applicable to its reporting officers, directors
and greater than 10% shareholders were properly and timely complied with,
except for Mr. Orrico who filed an amended Form 3 after an error was
discovered in the original filing.
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TRANSACTIONS WITH MANAGEMENT
- ------------------------------------------------------------------------------
Federal regulations require that all loans or extensions of credit to
executive officers and directors of insured financial institutions must be
made on substantially the same terms, including interest rates and collateral,
as those prevailing at the time for comparable transactions with other
persons, except for loans made pursuant to programs generally available to all
employees, and must not involve more than the normal risk of repayment or
present other unfavorable features. The Company's subsidiary financial
institutions are therefore prohibited from making any new loans or extensions
of credit to executive officers and directors at different rates or terms than
those offered to the general public, except for loans made pursuant to
programs generally available to all employees, and has adopted a policy to
this effect. In addition, loans made to a director or executive officer in an
amount that, when aggregated with the amount of all other loans to such person
and his or her related interests, are in excess of the greater of $25,000 or
5% of the institution's capital and surplus (up to a maximum of $500,000) must
be approved in advance by a majority of the disinterested members of the Board
of Directors.
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PROPOSAL II -- APPROVAL OF APPOINTMENT OF INDEPENDENT AUDITORS
- ------------------------------------------------------------------------------
Deloitte & Touche LLP served as the Company's independent auditors for he
calendar year ended December 31, 1999. The Board of Directors has appointed
Deloitte & Touche LLP as independent auditors for the fiscal year ending
December 31, 2000, subject to approval by stockholders. A representative of
Deloitte & Touche LLP will be present at the Meeting to respond to
stockholders' questions and will have the opportunity to make a statement if
he or she so desires.
THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE "FOR" THE
APPROVAL OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS INDEPENDENT AUDITORS
OF THE COMPANY FOR THE FISCAL YEAR ENDING DECEMBER 31, 2000.
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OTHER MATTERS
- ------------------------------------------------------------------------------
The Board of Directors is not aware of any business to come before the
Annual Meeting other than those matters described above in this Proxy
Statement. However, if any other matters should properly come before the
Annual Meeting, it is intended that proxies in the accompanying form will be
voted in respect thereof in accordance with the judgment of the person or
persons voting the proxies.
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MISCELLANEOUS
- ------------------------------------------------------------------------------
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 the Common Stock. In addition to
solicitations by mail, directors, officers and regular employees of the
Company may solicit proxies personally or by telecopier or telephone without
additional compensation.
The Company's 1999 Annual Report to Shareholders, including financial
statements, has been mailed to all shareholders of record as of the close of
business on March 2, 2000. Any shareholder who has not received a copy of
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such annual report may obtain a copy by writing to the Company. The Annual
Report is not to be treated as part of the proxy solicitation material or
having been incorporated herein by reference.
A copy of the Company's Form 10-K for the calendar year ended December
31, 1999, as filed with the Securities and Exchange Commission, will be
furnished without charge to shareholders of record as of March 2, 2000 upon
written request to D. Allan Roth, Secretary, First Washington Bancorp, Inc.,
10 S. First Avenue, PO Box 907, Walla Walla, Washington 99362.
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SHAREHOLDER PROPOSALS
- ------------------------------------------------------------------------------
Proposals of shareholders intended to be presented at the Company's
annual meeting to be held in 2001 must be received by the Company no later
than November 24, 2000 to be considered for inclusion in the proxy materials
and form of proxy relating to such meeting. Any such proposals shall be
subject to the requirements of the proxy rules adopted under the Exchange Act.
In addition, the Company's Articles of Incorporation provide that in
order for business to be brought before the Annual Meeting, a shareholder must
deliver notice to the Secretary not less than 30 nor more than 60 days prior
to the date of the Annual Meeting; provided that if less than 31 days' notice
of the Annual Meeting is given to shareholders, such notice must be delivered
not later than the close of the tenth day following the day on which notice of
the Annual Meeting was mailed to shareholders. The notice must state the
shareholder's name, address and number of shares of Common Stock held, and
briefly discuss the business to be brought before the Annual Meeting, the
reasons for conducting such business at the Annual Meeting and any interest of
the shareholder in the proposal.
The Company's Articles of Incorporation provide that if a shareholder
intends to nominate a candidate for election as a director, the shareholder
must deliver written notice of his or her intention to the Secretary of the
Company not less than thirty days nor more than sixty days prior to the date
of the Annual Meeting of shareholders; provided, however, that if less than
thirty-one days' notice of the Annual Meeting is given to shareholders, such
written notice must be delivered to the Secretary of the Company not later
than the close of the tenth day following the day on which notice of the
Annual Meeting was mailed to shareholders. The notice must set forth (i) the
name, age, business address and, if known, residence address of each nominee
for election as a director, (ii) the principal occupation or employment of
each nominee, (iii) the number of shares of Common Stock of the Company which
are beneficially owned by each such nominee, (iv) such other information as
would be required to be included pursuant to the Exchange Act in a proxy
statement soliciting proxies for the election of the proposed nominee,
including, without limitation, such person's written consent to being named in
the proxy statement as a nominee and to serving as a director, if elected, and
(v) as to the shareholder giving such notice (a) his or her name and address
as they appear on the Company's books and (b) the class and number of shares
of the Company which are beneficially owned by such shareholder.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ D. Allan Roth
D. ALLAN ROTH
SECRETARY
Walla Walla, Washington
March 17, 2000
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REVOCABLE PROXY The undersigned hereby appoints Dean W.
FIRST WASHINGTON BANCORP, INC. Mitchell, Robert D. Adams and Wilber
ANNUAL MEETING OF SHAREHOLDERS Pribilsky, and each of them, with full
April 21, 2000 powers of substitution to act as attorneys
and proxies for the undersigned, to vote
all shares of Common Stock of First
Washington Bancorp, Inc. ("the Company")
which the undersigned is entitled to vote
at the Annual Meeting of Shareholders, to
be held at the Elks Lodge at 351 E. Rose
Street, Walla Walla, Washington, on Friday,
April 21, 2000, at 10:00 a.m., local time,
and at any and all adjournments thereof, as
indicated.
1. The election as director of the nominees listed below (except as marked to
the contrary below).
David B. Casper Marvin Sundquist
Margaret C. Langlie [ ] FOR [ ] VOTE WITHHELD
INSTRUCTIONS: To withhold your vote for any individual nominee, write the
nominee's name on this line.
------------------------------------------------
2. The approval of the appointment of Deloitte & Touche LLP as independent
auditors for the fiscal year ending December 31, 2000.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
3. In their discretion, upon such other matters as may properly come before
the meeting.
The Board of Directors recommends a vote "FOR" the listed propositions.
The proxies or the Trustees of the ESOP, as the case may be, will vote your
shares as directed on this card. If you do not indicate your choices on this
card, the proxies will vote your shares in accordance with the directors'
recommendations. If any other business is presented at the Annual Meeting,
the proxies will vote your shares in accordance with the directors'
recommendations. At the present time, the Board of Directors knows of no
other business to be presented at the Annual Meeting. This proxy card also
confers discretionary authority on the Board of Directors to vote with respect
to the election of any person as director where the nominees are unable to
serve or for good cause will not serve and on matters incident to the conduct
of the Annual Meeting.
<PAGE>
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
Should the undersigned be present and elect to vote at the Annual Meeting
or at any adjournment thereof and after notification to the Secretary of the
Company at the Annual Meeting of the shareholder's decision to terminate this
proxy, then the power of said 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 the Notice of Annual Meeting of Shareholders, a
Proxy Statement dated March 17, 2000 and the Annual Report to Shareholders.
Please sign exactly as your name appears on the
address label. When signing as attorney,
executor, administrator, trustee or guardian,
please give your full title. If shares are held
jointly, each holder should sign.
Dated: , 2000
----------------------------
----------------------------------------
PRINT NAME OF SHAREHOLDER
----------------------------------------
SIGNATURE OF SHAREHOLDER
----------------------------------------
PRINT NAME OF SHAREHOLDER
----------------------------------------
SIGNATURE OF SHAREHOLDER
PLEASE COMPLETE, DATE, SIGN AND MAIL THIS
PROXY PROMPTLY IN THE ENCLOSED POSTAGE
PREPAID ENVELOPE.
<PAGE>
