SCHEDULE 14A INFORMATION
(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:
[ ]Preliminary Proxy Statement [ ]Confidential, for Use of the
[x]Definitive Proxy Statement Commission Only (as permitted
[ ]Definitive Additional Materials by Rule 14a-6(e)(2))
[ ]Soliciting Material Under Rule 14a-12
CKF BANCORP, INC.
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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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CKF BANCORP, INC.
P.O. BOX 400
DANVILLE, KENTUCKY 40423-0400
PHONE (859) 236-4181
March 14, 2003
Dear Stockholder:
We invite you to attend the 2003 Annual Meeting of Stockholders of CKF
Bancorp, Inc. to be held at Central Kentucky Federal Savings Bank, 340 West Main
Street, Danville, Kentucky on Tuesday, April 15, 2003 at 4:00 p.m., local time.
The accompanying notice and proxy statement describe the formal business to
be transacted at the Annual Meeting. Also enclosed is an Annual Report to
Stockholders for the 2002 fiscal year. Directors and officers of the Company as
well as representatives of EKW & Associates, LLP, the Company's independent
auditors, will be present to respond to any questions the stockholders may have.
You are cordially invited to attend the Annual Meeting. REGARDLESS OF
WHETHER YOU PLAN TO ATTEND, WE URGE YOU TO SIGN, DATE AND RETURN THE ENCLOSED
PROXY CARD AS SOON AS POSSIBLE EVEN IF YOU CURRENTLY PLAN TO ATTEND THE ANNUAL
MEETING. This will not prevent you from voting in person but will assure that
your vote is counted if you are unable to attend the meeting.
Sincerely,
/s/ John H. Stigall
John H. Stigall
President and Chief
Executive Officer
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CKF BANCORP, INC.
340 WEST MAIN STREET
DANVILLE, KENTUCKY 40422
(859) 236-4181
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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON APRIL 15, 2003
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NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders (the "Annual
Meeting") of CKF Bancorp, Inc. (the "Company") will be held at Central Kentucky
Federal Savings Bank, 340 West Main Street, Danville, Kentucky at 4:00 p.m.,
local time, on Tuesday, April 15, 2003.
A Proxy Card and a Proxy Statement for the Annual Meeting are enclosed.
The Annual Meeting is for the purpose of considering and acting upon:
1. The election of two directors of the Company; and
2. The transaction of such other matters as may properly come before the
Annual Meeting or any adjournments thereof.
Note: The Board of Directors is not aware of any other business to come
before the Annual Meeting.
Any action may be taken on any one of the foregoing proposals at the Annual
Meeting on the date specified above or on any date or dates to which, by
original or later adjournment, the Annual Meeting may be adjourned. Stockholders
of record at the close of business on March 6, 2003, are the stockholders
entitled to vote at the Annual Meeting and any adjournments thereof.
You are requested to fill in and sign the enclosed Proxy Card which is
solicited by the Board of Directors and to mail it promptly in the enclosed
envelope. The Proxy Card will not be used if you attend and vote at the Annual
Meeting in person.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ William H. Johnson
William H. Johnson
Secretary
Danville, Kentucky
March 14, 2003
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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. 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
CKF BANCORP, INC.
340 WEST MAIN STREET
DANVILLE, KENTUCKY 40422
ANNUAL MEETING OF STOCKHOLDERS
APRIL 15, 2003
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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 CKF Bancorp, Inc. (the "Company"), the
holding company of Central Kentucky Federal Savings Bank ("Central Kentucky
Federal" or the "Bank"), to be used at the 2003 Annual Meeting of Stockholders
of the Company (the "Annual Meeting") which will be held at Central Kentucky
Federal Savings Bank, 340 West Main Street, Danville, Kentucky on Tuesday, April
15, 2003, at 4:00 p.m., local time. The accompanying Notice of Annual Meeting
and form of proxy and this Proxy Statement are being first mailed to
stockholders on or about March 14, 2003.
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VOTING AND REVOCABILITY OF PROXIES
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Proxies solicited by the Board of Directors of the Company will be voted in
accordance with the directions given therein. WHERE NO INSTRUCTIONS ARE
INDICATED, PROXIES WILL BE VOTED FOR THE NOMINEES FOR DIRECTORS SET FORTH BELOW.
The proxy confers discretionary authority on the persons named therein to vote
with respect to the election of any person as a director where the nominee is
unable to serve or for good cause will not serve, and with respect to matters
incident to the conduct of the Annual Meeting. If any other business is
presented at the Annual Meeting, proxies will be voted by those named therein in
accordance with the determination of a majority of the Board of Directors.
Proxies marked as abstentions will not be counted as votes cast. In addition,
shares held in street name which have been designated by brokers on proxy cards
as not voted will not be counted as votes cast. Proxies marked as abstentions or
as broker nonvotes, however, will be treated as shares present for purposes of
determining whether a quorum is present.
Stockholders who execute proxies retain the right to revoke them at any
time. Unless so revoked, the shares represented by properly executed proxies
will be voted at the Annual Meeting and all adjournments thereof. Proxies may be
revoked by written notice to the Secretary of the Company at the address above
or the filing of a later-dated proxy prior to a vote being taken on a particular
proposal at the Annual Meeting. A proxy will not be voted if a stockholder
attends the Annual Meeting and votes in person. The presence of a stockholder at
the Annual Meeting in itself will not revoke such stockholder's proxy.
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VOTING SECURITIES
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The securities entitled to vote at the Annual Meeting consist of the common
stock, $.01 par value per share, of the Company (the "Common Stock").
Stockholders of record as of the close of business on March 6, 2003 (the "Record
Date"), are entitled to one vote for each share then held. As of March 6, 2003,
there were 735,843 shares of the Common Stock issued and outstanding.
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
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Persons and groups beneficially owning more than 5% of the Common Stock are
required to file certain reports with respect to such ownership pursuant to the
Securities Exchange Act of 1934, as amended (the "Exchange Act"). The following
table sets forth, as of March 6, 2003, certain information as to the Common
Stock beneficially owned by any person or group of persons who is known to the
Company to be the beneficial owner of more than 5% of the Company's Common
Stock. Other than as disclosed below, management knows of no person who
beneficially owned more than 5% of the Common Stock at March 6, 2003.
NAME AND ADDRESS AMOUNT AND NATURE OF PERCENT OF SHARES OF
OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP (1) COMMON STOCK OUTSTANDING
- ------------------- ------------------------ ------------------------
CKF Bancorp, Inc. 64,639 (2) 8.78%
Employee Stock Ownership Plan and Trust
340 West Main Street
Danville, Kentucky 40422
John H. Stigall 59,915 (3) 8.14 (3)
Central Kentucky Federal Savings Bank
340 West Main Street
Danville, Kentucky 40422
W. Irvine Fox 41,700 (4) 5.67 (4)
One Charleston Greene
Danville, Kentucky 40422
<FN>
____________
(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 the
Common Stock if he or she has or shares voting or investment power with
respect to such security, or has a right to acquire beneficial ownership at
any time within 60 days from March 6, 2003. As used herein, "voting power"
is the power to vote or direct the voting of shares and "investment power"
is the power to dispose or direct the disposition of shares. Except as
otherwise noted, ownership is direct and the named individuals and group
exercise sole voting and investment power over the shares of the Common
Stock.
(2) These shares are held in a suspense account for future allocation among
participating employees as the loan used to purchase the shares is repaid.
The Employee Stock Ownership Plan ("ESOP") trustees, currently Directors
Fox, Bosley and Morley, vote all allocated shares in accordance with
instructions of the participants. Unallocated shares and shares for which
no instructions have been received are voted by the ESOP trustees in the
same ratio as participants direct the voting of allocated shares or, in the
absence of such direction, in the ESOP trustees' best judgment. As of March
6, 2003, approximately 36,372 shares had been allocated. The ESOP trustees
share dispositive power over all shares held by the ESOP trust.
(3) Includes 4,600 shares owned by Mr. Stigall's wife and 12,000 shares that
Mr. Stigall has the right to acquire upon the exercise of options
exercisable within 60 days of March 6, 2003. Assumes shares are transferred
to Mr. Stigall upon the exercise of options from outstanding shares held by
the CKF Bancorp, Inc. Incentive Plan Trust.
(4) Includes 2,000 shares that Mr. Fox has the right to acquire upon the
exercise of options exercisable within 60 days of March 6, 2003. Does not
include 31,500 shares held by the Incentive Plan Trust, over which shares
Mr. Fox shares voting and dispositive power. Assumes shares are transferred
to Mr. Fox upon the exercise of options from outstanding shares held by the
CKF Bancorp, Inc. Incentive Plan Trust.
</FN>
2
The following table sets forth information regarding the shares of Common
Stock beneficially owned as of March 6, 2003 by each director of the Company and
by all directors and executive officers as a group.
SHARES OF COMMON STOCK
BENEFICIALLY OWNED PERCENT
NAME AND POSITION AT MARCH 6, 2003 (1) OF CLASS
- ----------------- -------------------- --------
W. Irvine Fox, Chairman of the Board 41,700 5.67%
John H. Stigall, President, Chief Executive Officer and Director 59,915 8.14
Jack L. Bosley, Jr., Director 16,500 2.24
W. Banks Hudson, III, Director 24,000 3.26
William H. Johnson, Senior Vice President, Secretary
and Director 11,050 1.50
Yvonne York Morley, Director 3,600 .49
Warren O. Nash, Director 5,518 .75
Virginia R.S. Stump, Director 3,647 .50
All directors and executive officers of the Company,
as a group (11 persons) 183,224 24.90 (2)
<FN>
____________
(1) For the definition of "beneficial ownership," see footnote 1 to the table
above. Includes certain shares of Common Stock owned by businesses in which
the executive officer or director is an executive officer or major
stockholder, or by spouses, by immediate family members or as a custodian
or trustee, or by spouses as a custodian or trustee, over which shares such
executive officer or director effectively exercises sole or shared voting
and/or investment power. Does not include 36,321 unallocated shares held by
the ESOP trust, the voting of which is directed by the ESOP trustees in the
same proportion as ESOP participants vote allocated stock or, in the
absence of such direction, as directed by the Board of Directors. Does not
include 31,500 shares held by the Incentive Plan Trust, over which shares
Directors Fox, Bosley and Morley share dispositive power and over which
shares all directors share voting power. The amounts shown include 2,000,
12,000, 4,000, 0, 2,600, 2,000, 1,900, 400 and 5,000 shares of Common Stock
as to which stock options have been granted to Directors Fox, Stigall,
Bosley, Hudson, Johnson, Morley, Nash and Stump and all executive officers
and directors as a group, respectively, which options are exercisable
within 60 days of March 6, 2003.
(2) Assumes shares are transferred to the directors and executive officers upon
the exercise of options from outstanding shares held by the CKF Bancorp,
Inc. Incentive Plan Trust.
</FN>
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PROPOSAL I -- ELECTION OF DIRECTORS
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The Company's Board of Directors is currently composed of eight members.
The Company's Certificate of Incorporation requires that directors be divided
into three classes, as nearly equal in number as possible, the members of each
class to serve for a term of three years and until their successors are elected
and qualified, with approximately one-third of the directors elected each year.
The Board of Directors has nominated for election as directors W. Banks Hudson,
III and William H. Johnson, each of whom is currently a member of the Board, to
each serve for three years and until their successors are elected and qualified.
Under Delaware law, directors are elected by a plurality of the votes present in
person or by proxy and entitled to vote on the election of directors.
It is intended that the persons named in the proxies solicited by the Board
of Directors will be voted for the election of the named nominees. If any
nominee is unable to serve, the shares represented by all properly executed
proxies which have not been revoked will be voted for the election of such
substitute as the Board of Directors may recommend or the size of the Board of
Directors may be reduced to eliminate the vacancy. At this time, the Board knows
of no reason why any nominee might be unavailable to serve.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" ELECTION AS DIRECTORS OF ALL
OF THE NOMINEES LISTED BELOW.
3
The following table sets forth, for each nominee and each continuing
director, his or her name, age as of the Record Date, the year he or she first
became a director of the Company's principal subsidiary, Central Kentucky
Federal, and the expiration of his or her current term as a director of the
Company. All such persons, other than Ms. Morley, Mr. Johnson and Ms. Stump,
were initially appointed as directors of the Company in August 1994 in
connection with the incorporation and organization of the Company. Each director
of the Company is also a member of the Board of Directors of the Bank. There are
no arrangements or understandings between the Company and any director or
nominee pursuant to which such person has been selected as a director or nominee
for director of the Company, and no director or nominee is related to any other
director, nominee or executive officer by blood, marriage or adoption.
YEAR FIRST
AGE ELECTED CURRENT
AS OF THE DIRECTOR TERM
NAME RECORD DATE OF THE BANK TO EXPIRE
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BOARD NOMINEES FOR TERMS TO EXPIRE IN 2006
W. Banks Hudson, III 55 1981 2003
William H. Johnson 52 1999 2003
DIRECTORS CONTINUING IN OFFICE
W. Irvine Fox, Jr. 67 1970 2004
Warren O. Nash 68 1986 2004
John H. Stigall 59 1979 2004
Jack L. Bosley, Jr. 52 1984 2005
Yvonne York Morley 46 1998 2005
Virginia R.S. Stump 47 2001 2005
The principal occupation of each director of the Company for the last five
years is set forth below.
W. BANKS HUDSON III is an attorney with a legal practice in Danville,
Kentucky specializing in real estate, estate planning and business law. Mr.
Hudson serves or has served on the Board of Directors of the Boyle County
Industrial Foundation, the Bluegrass Community Foundation, the Lottie B. Ellis
Scholarship and Discretionary Fund Advisory Board as Chairman, the
Danville-Boyle County Chamber of Commerce, Bluegrass Regional Mental Health
Board, Heart of Danville, Inc. (Main Street Program) and the Investigative
Review Board of Ephraim McDowell Regional Medical Center. He is also a member of
the Danville Rotary Club, has previously served as a director, and is currently
chairman of its Classification/Membership Committee. He is a member of the Grace
Presbyterian Church.
WILLIAM H. JOHNSON joined the Bank as Senior Vice President in September
1998 and was named Secretary in April 1999. Prior to that he served for 16 years
as Vice President and Regional Manager of Great Financial Bank, F.S.B., and
Managing Officer of Commonwealth First Federal Savings and Loan Association,
Danville, Kentucky, for seven years. He is a member of the Rotary Club, the
Board of Directors of the Danville County Club, the Board of Directors of the
Heart of Danville and the Lexington Avenue Baptist Church.
W. IRVINE FOX, JR., Chairman of the Board since 1995, is a developer and a
certified residential real property appraiser. He is also a retired Colonel with
service in the United States Army and Kentucky Army National Guard. Mr. Fox is
an Elder of the Presbyterian Church of Danville. He has served as past chairman
of the Danville-Boyle County Chamber of Commerce and the Ephraim McDowell
Regional Medical Center Board of Trustees. He has also served as past president
of the Kiwanis Club of Danville and the Salvation Army Advisory Board. Mr. Fox
received the Danville-Boyle County Chamber of Commerce Outstanding Citizen Award
in January 2002.
WARREN O. NASH is a self-employed doctor of veterinary medicine in
Danville, Kentucky.
4
JOHN H. STIGALL has been employed by the Bank since 1971, first serving as
Assistant Secretary. From 1972 until 1979 he served in the position of
Secretary. From 1979 until 1994 he served as Executive Vice President and Chief
Executive Officer. He was elected to serve as President and Chief Executive
Officer on July 12, 1994. He has served on the board as Chairman and Treasurer
of the Kentucky League of Savings Institutions. He is a past member of the Board
of Directors of the Kentucky Bankers Association and currently serves as a
director of Intrieve, Inc., a director of the Danville-Boyle County Industrial
Foundation, a director of the McClure-Barbee House Foundation, a past member of
the Advisory Board of the Salvation Army, past President and director of the
Heart of Kentucky United Way, past President of the Chamber of Commerce, and
past Finance Chairman of the Wilderness Trail District Boy Scouts of America. He
received the Outstanding Citizen Award from the Danville-Boyle County Chamber of
Commerce in January 1993. He is a member of the Presbyterian Church of Danville
where he has served as Deacon, Trustee and Treasurer of this Church.
JACK L. BOSLEY, JR. is a farmer and a certified residential real property
appraiser.
YVONNE YORK MORLEY is the Executive Assistant to the President and
Assistant Secretary of the Board of Trustees of Centre College, Danville,
Kentucky. From October 1993 to October 1997, she was Assistant to the President
for External Affairs at Centre College. Before joining Centre College, she was
the Executive Director of the Heart of Danville Main Street Program in Danville,
Kentucky, for five years. Ms. Morley serves on the Board of Directors of the
Danville-Boyle County Community Development Council and the McClure-Barbee House
Foundation and is also a 1991 graduate of the Danville-Boyle County Chamber of
Commerce Leadership Program. She is a member of the SS Peter and Paul Catholic
Church.
VIRGINIA R.S. STUMP has served as Senior Vice President of the Bank since
June 2001, having joined the Bank through the acquisition of First Lancaster
Bancshares, Inc. Previously, Ms. Stump served as President and Chief Executive
Officer of First Lancaster Federal Savings Bank since 1985 where she also was a
member of the Board of Directors since 1983 and Chairman of the Board since
1993. Ms. Stump also served as Chairman of the Board, President and Chief
Executive Officer of First Lancaster Bancshares, Inc., the holding company for
First Lancaster Federal Savings Bank, since that company's formation in February
1996. Ms. Stump is also an owner in Garrard County's Bestway, a small
family-owned shop. Ms. Stump is a member of the Garrard County Community
Education Board.
EXECUTIVE OFFICERS WHO ARE NOT DIRECTORS
Set forth below is information concerning the executive officers of the
Company who are not directors.
ANN L. HOOKS, 58, is Vice President of the Bank. She first worked for the
Bank from 1967 through 1972, rejoined the Bank in 1974, and has served in her
present capacity since 1986. Ms. Hooks is a member of the Gethsemane Baptist
Church.
RUSSELL M. BROOKS, 52, is Vice President, Treasurer and Chief Financial
Officer of the Company and of the Bank. Mr. Brooks assumed these positions in
November 2001. Prior to joining the Company he served as Executive Vice
President of First Federal Savings Bank, Cynthiana, Kentucky, from 1998 to 2001
and served as Vice President of Kentucky Bank, Paris, Kentucky, from 1996 to
1998. He was Chief Executive Officer of Jessamine First Federal Savings and
Loan, Nicholasville, Kentucky, from 1989 until its acquisition by Kentucky Bank
in 1996. He resides in Nicholasville, Kentucky and is a member of Southland
Christian Church.
5
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MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS
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The Company's Board of Directors conducts its business through meetings of
the Board. The members of the Company's Board of Directors are also members of
the Bank's Board of Directors. The Board of Directors of the Company meets
quarterly and may have additional special meetings. The Company's Board of
Directors met five times during the year ended December 31, 2002. No director
attended fewer than 75% of the total number of Board meetings held during the
year ended December 31, 2002 and the total number of meetings held by committees
on which such director served during such fiscal year. The Company's Board of
Directors has standing Executive, Nominating, Audit, Compensation and Benefits
and Employee Recognition Plan Committees.
The Company's Nominating Committee consists of three directors appointed
annually by the Chairman of the Board to nominate persons for election as
directors at the Company's Annual Meeting. Directors Hudson, Bosley and Stigall
served on such committee for purposes of nominations for the Annual Meeting. The
Nominating Committee met one time during the fiscal year ended December 31,
2002. While the Board of Directors will consider nominees recommended by
stockholders, it has not actively solicited recommendations from the Company's
stockholders for nominees nor, subject to the procedural requirements set forth
in the Company's Certificate of Incorporation and Bylaws, established any
procedures for this purpose. The Company's Certificate of Incorporation sets
forth procedures that must be followed by stockholders seeking to make
nominations for directors. In order for a stockholder of the Company to make any
nominations, he or she must give written notice thereof to the Secretary of the
Company not less than thirty days nor more than sixty days prior to the date of
any such meeting; provided, however, that if less than forty days' notice of the
meeting is given to stockholders, such written notice shall be delivered or
mailed, as prescribed, to the Secretary of the Company not later than the close
of business on the tenth day following the day on which notice of the meeting
was mailed to stockholders. Each such notice given by a stockholder with respect
to nominations for the election of directors must set forth (i) the name, age,
business address and, if known, residence address of each nominee proposed in
such notice; (ii) the principal occupation or employment of each such nominee;
and (iii) the number of shares of stock of the Company which are beneficially
owned by each such nominee. In addition, the stockholder making such nomination
must promptly provide any other information reasonably requested by the Company.
The Company's non-employee Directors also act as the Company's Audit
Committee. The members of the Audit Committee are Directors Fox, Bosley, Hudson,
Nash and Morley. The members of the Audit Committee are "independent," as
"independent" is defined in Rule 4200(a)(15) of the National Association of
Securities Dealers listing standards. In its capacity as such, the Audit
Committee meets once a year to examine and approve the audit report prepared by
the independent auditors of the Company, to review the independent auditors to
be engaged by the Company, to review the internal audit function and internal
accounting controls, and to review and approve conflict of interest and ethics
policies. The Audit Committee also meets as needed in such capacity with the
Company's independent auditors to review the Company's accounting and financial
reporting policies and practices. The Company's Board of Directors has adopted a
written charter for the Audit Committee. The Committee met two times during the
year ended December 31, 2002.
The Bank Compensation and Benefits Committee, consisting of Directors Fox,
Nash and Stigall, meets periodically to evaluate the compensation and benefits
of the directors, officers and employees and recommend changes and to evaluate
employee morale. Directors Fox, Bosley and Morley also serve as the Stock Option
Committee for the Company's 1995 Stock Option and Incentive Plan and as trustees
for the ESOP and the Incentive Plan Trust. The Compensation and Benefits
Committee of the Bank met two times during the year ended December 31, 2002.
6
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DIRECTORS' COMPENSATION
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The members of the Board of Directors of the Company generally do not
receive a fee in their capacity as such. However, they receive compensation in
their separate capacities as members of the Board of Directors of the Bank.
Nonemployee Directors of the Bank receive fees of $900 per month and do not
receive any fees for service on committees of the Board of Directors. The
Chairman of the Board receives an additional $450 per month. Directors who are
officers do not receive fees for service as directors. During fiscal year 2002,
directors' fees totaled $59,400. Directors are eligible to participate in the
Central Kentucky Federal Savings Bank Deferred Compensation Plan (the "Deferred
Compensation Plan"), the Director Retirement Plan and the Company's 1995 Stock
Option and Incentive Plan, each of which is further described below.
DEFERRED COMPENSATION PLAN. The Bank's Board of Directors has established a
deferred compensation plan (the "Deferred Compensation Plan") for the exclusive
benefit of members of the Bank's Board of Directors and the President of the
Bank. Pursuant to the terms of the Deferred Compensation Plan, directors may
elect to defer the receipt of all or part of their future fees, and the Bank's
President may elect to defer receipt of up to 25% of his or her future
compensation. Deferred amounts will be credited quarterly to a bookkeeping
account in the participant's name, which will also be credited with the
investment return which would have resulted if such deferred amounts had been
invested at the Bank's highest annual rate of interest on certificates of
deposit, regardless of their term. Participants may cease future deferrals any
time. Changes in participant elections generally become effective only as of the
following January 1st, except that elections designating a beneficiary or
ceasing future contributions will be given immediate effect.
A participant may elect to have the amounts deferred and any related
accumulated earnings thereon distributed beginning during the first 15 days of
January of either the calendar year immediately following termination of
employment, a specific date following employment not later than the year in
which the participant will attain 72 years of age, or the year in which the
participant attains 70 years of age. At the election of the participants,
distributions will either be in a lump sum or monthly over a period of not more
than 10 years. Participants may change elections as to the timing or form of
distributions only with respect to subsequently deferred compensation. The Bank
will pay any benefits due under the Deferred Compensation Plan from the general
assets of the Bank.
DIRECTOR RETIREMENT PLAN. The Bank adopted, and the stockholders of the
Company subsequently approved, a retirement plan (the "Director Retirement
Plan") which became effective as of January 1, 1994. Each of the non-employee
Directors of the Company is also a Director of the Bank and is therefore a
participant in the Director Retirement Plan. Under the Director Retirement Plan,
a participant who terminates service with the Bank's Board of Directors for any
reason other than death will receive a lump sum payment equal to the product of
(i) his or her "Benefit Percentage," (ii) his or her "Vested Percentage," and
(iii) 75% of the amount of the monthly fee he or she received for service on the
Board during the calendar year preceding his or her retirement. A participant's
"Benefit Percentage" is based on his or her overall years of service as a
non-employee director of the Bank, and increases in increments of 25% from 0%
for less than five years of service, to 25% for five to ten years of service, to
50% for eleven to fifteen years of service, to 75% for sixteen to nineteen years
of service, to 100% for twenty or more years of service; provided that a
participant's Benefit Percentage accelerates to 100% upon his or her retirement
at age 70 with 15 or more years of service. A participant's "Vested Percentage"
equals 20% if the participant was serving on the Board on the date of the
Conversion and increases by 20% at the end of each year following the Bank's
conversion to stock form (the "Conversion"). Benefit payments will be made from
the Bank's general assets, although the Bank may establish a grantor trust in
order to provide itself with a source from which benefits may be paid.
In the event that a participant in the Director Retirement Plan dies before
collecting any retirement benefits, the Bank will pay to the participant's
estate a lump sum payment in an amount equal to 50% of the benefit that the
participant would have received had the participant terminated service on the
Board of Directors on the date of his death. In the event a participant
terminates service on the Bank's Board of Director due to a "disability" or
following a "change in control" (as each such term is defined in the Director
Retirement Plan) of either the Company or the Bank, the participant's Vested
Percentage shall become 100% and the participant shall be entitled to a lump sum
payment of his or her retirement benefits. Although the "change of control"
provision is included in
7
the Director Retirement Plan primarily for the protection of participants in the
event of such a "change in control," it may also be regarded as having an
anti-takeover effect, which may reduce the vulnerability of the Company and the
Bank to hostile takeover attempts and certain other transactions not negotiated
with and approved by the Board of Directors. During the year ended December 31,
2002, the Bank accrued $4,306, $3,230 and $2,584 for the benefit of Directors
Nash, Bosley and Morley, respectively. No other amounts were accrued under this
plan during the year ended December 31, 2002.
1995 STOCK OPTION AND INCENTIVE PLAN. The Company adopted, and the
stockholders subsequently approved, the Company's 1995 Stock Option and
Incentive Plan (the "Option Plan"). During the year ended December 31, 2002, no
options were issued under this plan to directors, except options to acquire
2,000 shares were awarded to Director Stump. These options have a term of 10
years with an exercise price of $18.73 per share and become exercisable at the
rate of 20% per year beginning one year after the date of grant.
- --------------------------------------------------------------------------------
EXECUTIVE COMPENSATION AND OTHER BENEFITS
- --------------------------------------------------------------------------------
SUMMARY COMPENSATION TABLE. The following table sets forth the cash and
noncash compensation years awarded to or earned by the Chief Executive Officer
for the fiscal years ended December 31, 2002, 2001 and 2000. No executive
officer received a total salary and bonus in excess of $100,000 during fiscal
year 2002, 2001 or 2000.
LONG-TERM
COMPENSATION
ANNUAL COMPENSATION AWARDS
SECURITIES
NAME AND FISCAL OTHER ANNUAL UNDERLYING ALL OTHER
PRINCIPAL POSITION YEAR SALARY BONUS COMPENSATION(1) OPTIONS(#) COMPENSATION
- ------------------ ------ ------ ----- --------------- ------------ ------------
John H. Stigall 2002 $110,547 -- $ 1,200 -- $ 15,789 (2)
President and Chief 2001 95,900 -- 1,200 -- 14,255
Executive Officer 2000 87,600 -- 1,200 -- 18,646
<FN>
- ---------------
(1) Executive officers of the Bank receive indirect compensation in the form of
certain perquisites and other personal benefits. The amount of such
benefits received by the named executive officer in fiscal years 2002, 2001
and 2000 did not exceed 10% of the executive officer's salary during such
year.
(2) Includes $1,658 in matching contributions under the Bank's 401(k) plan and
$14,131 for the allocation of Common Stock to Mr. Stigall's account under
the ESOP.
</FN>
OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION VALUES. The
following table sets forth for the named executive officer the fiscal year-end
value of unexercised "in-the-money" options. No options were granted to the
named executive officer during the year ended December 31, 2002, and the named
executive officer did not exercise any options during the year ended December
31, 2002.
NUMBER OF VALUE OF
SECURITIES UNDERLYING UNEXERCISED
UNEXERCISED OPTIONS IN-THE-MONEY OPTIONS
AT FISCAL YEAR-END AT FISCAL YEAR END (1)
------------------ ----------------------
NAME EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE
- ---- -------------------------- -------------------------
John H. Stigall 12,000 / 0 $66,300 / $0
<FN>
- -------------
(1) Based on the aggregate fair market value of the shares of Common Stock
underlying the options at December 31, 2002 less the aggregate exercise
price ($13.125 per share). For purposes of this calculation, the fair
market value per share of the Common Stock at fiscal year end is assumed to
be equal to the closing sale price on December 31, 2002 or, if not on such
date, then the immediately preceding date on which such price was available
($18.65 per share). Unexercised options are considered "in-the-money" if
the exercise price is less than fair market value of the underlying Common
Stock.
</FN>
8
EMPLOYMENT AGREEMENTS. The Company and the Bank have entered into separate
employment agreements (the "Employment Agreements") with Mr. John H. Stigall
(the "Executive"), who serves as President and Chief Executive Officer of the
Bank and of the Company. In such capacities, the Executive is responsible for
overseeing all operations of the Bank and the Company, and for implementing the
policies adopted by the Boards of Directors. Such Boards believe that the
Employment Agreements assure fair treatment of the Executive in relation to his
career with the Company and the Bank by assuring him of some financial security.
The Employment Agreements have a term expiring on December 11, 2005 with an
annual base salary payable by the Bank and with the Company guaranteeing the
Bank's obligations, but not agreeing to pay the Employee any other compensation.
Each Employment Agreement provides the Executive with a salary review by the
Board of Directors not less often than annually, as well as with inclusion in
any discretionary bonus plans, retirement and medical plans, customary fringe
benefits and vacation and sick leave. The Employment Agreement will terminate
upon the Executive's death and is terminable by the Bank in the event of the
Executive's death or for "just cause" as defined in the Employment Agreements.
In the event of termination for just cause, no severance benefits are available.
If the Company or the Bank terminates the Executive without just cause, the
Executive will be entitled to a continuation of his salary and benefits from the
date of termination through the remaining term of the Employment Agreement plus
an additional 12-month period (but not in excess of his five years' average
compensation). If his employment is terminated due to "disability" (as defined
in the Employment Agreement), the Executive's right to compensation ceases on
the day of termination. In the event of the Executive's death during the term of
the Employment Agreement, his estate will be entitled to receive his salary
through the end of the month of the Executive's death. Severance benefits
payable to the Executive or to his estate will be paid in a lump sum or in
installments, as he (or his estate) elects. The Executive is able to voluntarily
terminate his Employment Agreement by providing 60 days' written notice to the
Boards of Directors of the Bank and the Company, in which case the Executive is
entitled to receive only his compensation, vested rights and benefits up to the
date of termination.
The Employment Agreements contain provisions stating that in the event of
the Executive's involuntary termination of employment in connection with, or
within one year after, any change in control of the Bank or the Company, other
than for "just cause," the Executive will be paid within 10 days of such
termination an amount equal to the difference between (i) two times his "base
amount," as defined in Section 280G(b)(3) of the Code, and (ii) the sum of any
other parachute payments, as defined under Section 280G(b)(2) of the Code, that
the Executive receives on account of the change in control. "Control" generally
is defined, by reference to the Director Retirement Plan, as the acquisition, by
any person or entity, of the ownership or power to vote more than 25% of the
Bank's or Company's voting stock, the control of the election of a majority of
the Bank's or the Company's directors, or the exercise of a controlling
influence over the management or policies of the Bank or the Company. In
addition, under the Employment Agreement, a change in control occurs when,
during any consecutive two-year period, directors of the Company or the Bank at
the beginning of such period cease to constitute two-thirds of the Board of
Directors of the Company or the Bank, unless the election of replacement
directors was approved by a two-thirds vote of the initial directors then in
office. The Employment Agreement with the Bank provides that within 5 business
days of a change in control, the Bank shall fund, or cause to be funded, a trust
in the amount of two times the Executive's base amount, that will be used to pay
the Executive amounts owned to him upon termination other than for just cause
within one year of the change in control. The amount to be paid to the Executive
from this trust upon his termination is determined according to the procedures
outlined in the Employment Agreement with the Bank, and any money not paid to
the Executive is returned to the Bank. The Employment Agreements also provide
for a similar lump sum payment to be made in the event of the Executive's
voluntary termination of employment within one year following a change in
control, upon the occurrence, or within 90 days thereafter, of certain specified
events following the change in control, which have not been consented to in
writing by the Executive, including (i) the requirement that the Executive move
his personal residence or perform his principal executive functions more than 35
miles from the Bank's current primary office, (ii) a material reduction in the
Executive's base compensation as then in effect, (iii) the failure of the
Company or the Bank to maintain existing or substantially similar employee
benefit plans, including material vacation, fringe benefits, stock option and
retirement plans, (iv) the assignment to the Executive of duties and
responsibilities which are materially different from other than those normally
associated with his position with the Bank, (v) a material reduction in the
Executive's authority and responsibility, and (vi) the failure to re-elect the
Executive to the Company's or the Bank's Board of Directors. The aggregate
payments that would be made to Mr. Stigall assuming his termination of
employment under the foregoing circumstances at December 31, 2002 would have
been approximately $184,507. These provisions may have an anti-takeover effect
by making it more expensive for a potential acquiror to obtain control of the
Company. In the event that the
9
Executive prevails over the Company and the Bank in a legal dispute as to the
Employment Agreement, he will be reimbursed for his legal and other expenses.
- --------------------------------------------------------------------------------
TRANSACTIONS WITH MANAGEMENT
- --------------------------------------------------------------------------------
The Bank offers loans to its directors and executive officers. These loans
were made in the ordinary course of business on substantially the same terms,
including interest rates and collateral, as those prevailing at the time for
comparable transactions with other persons and did not involve more than the
normal risk of collectibility or present other unfavorable features. Under
current law, the Bank's loans to directors and executive officers are required
to be made on substantially the same terms, including interest rates, as those
prevailing for comparable transactions with other persons and must not involve
more than the normal risk of repayment or present other unfavorable features.
Furthermore, all loans to such persons must be approved in advance by a
disinterested majority of the Bank's Board of Directors. At December 31, 2002,
loans to directors and executive officers and their affiliates totaled $977,316,
or 7.23% of the Company's stockholders' equity, at that date.
- --------------------------------------------------------------------------------
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
and matters incident to the conduct of the Annual Meeting. 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 determination of a majority of the Board of Directors.
- --------------------------------------------------------------------------------
RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANTS
- --------------------------------------------------------------------------------
Miller, Mayer, Sullivan & Stevens, LLP ("MMSS") served as the Company's
independent auditors for the 2002 fiscal year. The Board of Directors has
retained EKW & Associates, LLP ("EKW") to be the Company's independent auditors
for the 2003 fiscal year. A representative of MMSS and of EKW is expected to be
present at the Annual Meeting to respond to stockholders' questions and will
have the opportunity to make a statement if he so desires.
On November 12, 2002, MMSS resigned as independent auditors of the Company.
On November 12, 2002, the Company engaged EKW as its successor independent audit
firm. The Company's engagement of EKW was approved by the Company's Audit
Committee and approved by the Company's Board of Directors on November 12, 2002.
MMSS served as the Company's independent accountants to audit the Company's
consolidated financial statements as of and for the fiscal year ended December
31, 2001. MMSS's report on the Company's consolidated financial statements as of
and for the year ended December 31, 2001 did not contain an adverse opinion or
disclaimer of opinion and was not qualified or modified as to uncertainty, audit
scope, or accounting principles.
During the Company's fiscal year ended December 31, 2001 and the subsequent
interim period from January 1, 2002 through November 12, 2002, there were no
disagreements with MMSS on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedure, which
disagreements, if not resolved to the satisfaction of MMSS, would have caused
MMSS to make reference to the subject matter of the disagreements in their
report on the financial statements for such years.
10
- --------------------------------------------------------------------------------
REPORT OF THE AUDIT COMMITTEE
- --------------------------------------------------------------------------------
The Audit Committee of the Board of Directors (the "Audit Committee") has:
1. Reviewed and discussed the audited financial statements for the fiscal
year ended December 31, 2002 with the management of the Company.
2. Discussed with the Company's independent auditors the matters required
to be discussed by Statement of Accounting Standards No. 61, as the
same was in effect on the date of the Company's financial statements;
and
3. Received the written disclosures and the letter from the Company's
independent auditors required by Independence Standards Board Standard
No. 1 (Independence Discussions with Audit Committees), as the same
was in effect on the date of the Company's financial statements.
Based on the foregoing materials and discussions, the Audit Committee
recommended to the Board of Directors that the audited financial statements for
the fiscal year ended December 31, 2002 be included in the Company's Annual
Report on Form 10-KSB for the year ended December 31, 2002.
Members of the Audit Committee
W. Irvine Fox, Jr.
Jack L. Bosley, Jr.
W. Banks Hudson, III
Yvonne York Morley
Warren O. Nash
- --------------------------------------------------------------------------------
AUDIT AND OTHER FEES PAID TO INDEPENDENT ACCOUNTANT
- --------------------------------------------------------------------------------
AUDIT FEES
During the fiscal year ended December 31, 2002, the aggregate fees billed
for professional services rendered for the audit of the Company's annual
financial statements and the reviews of the financial statements included in the
Company's Quarterly Reports on Form 10-QSB filed during the fiscal year ended
December 31, 2002 were $34,100.
FINANCIAL INFORMATION SYSTEMS DESIGN AND IMPLEMENTATION FEES
The Company did not engage MMSS or EKW to provide advice to the Company
regarding financial information systems design and implementation during the
fiscal year ended December 31, 2002.
ALL OTHER FEES
For the fiscal year ended December 31, 2002, the aggregate fees billed by
MMSS and EKW for all other services (other than audit services and financial
information systems design and implementation services) were $14,550.
11
- --------------------------------------------------------------------------------
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
- --------------------------------------------------------------------------------
Pursuant to regulations promulgated under the Exchange Act, the Company's
officers and directors and all persons who beneficially own more than ten
percent of the Common Stock ("Reporting Persons") are required to file reports
detailing their ownership and changes of ownership in the Common Stock and to
furnish the Company with copies of all such ownership reports that are filed.
Based solely on the Company's review of the copies of such ownership reports
which is has received in the past fiscal year or with respect to the past fiscal
year, or written representations from the Reporting Person that no annual report
of changes in beneficial ownership were required, the Company believes that
during fiscal year 2002 all Reporting Persons have complied with these reporting
requirements.
- --------------------------------------------------------------------------------
MISCELLANEOUS
- --------------------------------------------------------------------------------
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 telegraph or telephone without additional compensation.
The Company's 2002 Annual Report to Stockholders, including financial
statements, has been mailed to all stockholders of record as of the close of
business on the Record Date. Any stockholder who has not received a copy of such
Annual Report may obtain a copy by writing to the Secretary of the Company. Such
Annual Report is not to be treated as a part of the proxy solicitation material
or as having been incorporated herein by reference.
- --------------------------------------------------------------------------------
STOCKHOLDER PROPOSALS
- --------------------------------------------------------------------------------
Under the Company's Certificate of Incorporation, stockholder proposals
must be submitted in writing to the Secretary of the Company at the address
stated later in this paragraph no less than 30 days nor more than 60 days prior
to the date of such meeting; provided, however, that if less than forty days'
notice of the meeting is given to stockholders, such written notice shall be
delivered or mailed, as prescribed, to the Secretary of the Company not later
than the close of business on the tenth day following the day on which notice of
the meeting was mailed to stockholders. For consideration at the Annual Meeting,
a stockholder proposal must be delivered or mailed to the Company's Secretary no
later than March 24, 2003. 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 office at 340 West Main Street, Danville, Kentucky 40422 no
later than November 17, 2003. Any such proposals shall be subject to the
requirements of the proxy rules adopted under the Exchange Act.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ William H. Johnson
William H. Johnson
Secretary
Danville, Kentucky
March 14, 2003
12
REVOCABLE PROXY
CKF BANCORP, INC.
- --------------------------------------------------------------------------------
ANNUAL MEETING OF STOCKHOLDERS
APRIL 15, 2003
- --------------------------------------------------------------------------------
The undersigned hereby appoints W. Irvine Fox, Virginia R.S. Stump and
Warren O. Nash with full powers of substitution, to act as attorneys and proxies
for the undersigned, to vote all shares of Common Stock of CKF Bancorp, Inc.
which the undersigned is entitled to vote at the Annual Meeting of Stockholders
(the "Annual Meeting"), to be held at Central Kentucky Federal Savings Bank, 340
West Main Street, Danville, Kentucky on Tuesday, April 15, 2003 at 4:00 p.m.,
local time, and at any and all adjournments thereof, as indicated below and in
accordance with the determination of a majority of the Board of Directors with
respect to other matters which come before the Annual Meeting.
VOTE
FOR WITHHELD
--- --------
1. The election as directors of all
nominees listed below (except as
marked to the contrary below). [ ] [ ]
W. Banks Hudson, III
William H. Johnson
INSTRUCTION: To withhold authority to vote for any individual
nominee, insert that nominee's name on the line provided below.
_______________________________________
The Board of Directors recommends a vote "FOR" each of the nominees listed
above.
- --------------------------------------------------------------------------------
THIS PROXY WILL BE VOTED AS DIRECTED, BUT IF NO INSTRUCTIONS ARE SPECIFIED, THIS
PROXY WILL BE VOTED FOR EACH OF THE NOMINEES. IF ANY OTHER BUSINESS IS PRESENTED
---
AT THE ANNUAL MEETING, THIS PROXY WILL BE VOTED BY THOSE NAMED IN THIS PROXY IN
ACCORDANCE WITH THE DETERMINATION OF A MAJORITY OF THE BOARD OF DIRECTORS. AT
THE PRESENT TIME, THE BOARD OF DIRECTORS KNOWS OF NO OTHER BUSINESS TO BE
PRESENTED AT THE ANNUAL MEETING. THIS PROXY CONFERS DISCRETIONARY AUTHORITY ON
THE HOLDERS THEREOF TO VOTE WITH RESPECT TO THE ELECTION OF ANY PERSON AS
DIRECTOR WHERE THE NOMINEE IS UNABLE TO SERVE OR FOR GOOD CAUSE WILL NOT SERVE
AND MATTERS INCIDENT TO THE CONDUCT OF THE ANNUAL MEETING.
- --------------------------------------------------------------------------------
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 stockholder'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 hereby revokes any and all proxies
heretofore given with respect to the shares of Common Stock held of record by
the undersigned.
The undersigned acknowledges receipt from the Company prior to the execution of
this proxy of a Notice of Annual Meeting, the Company's Proxy Statement for the
Annual Meeting and an Annual Report for the 2002 fiscal year.
Dated: ________________________, 2003
_____________________________________ ___________________________________
PRINT NAME OF STOCKHOLDER PRINT NAME OF STOCKHOLDER
_____________________________________ ___________________________________
SIGNATURE OF STOCKHOLDER SIGNATURE OF STOCKHOLDER
Please sign exactly as your name appears on the envelope in which this card was
mailed. When signing as attorney, executor, administrator, trustee or guardian,
please give your full title. If shares are held jointly, each holder should
sign.
- --------------------------------------------------------------------------------
PLEASE COMPLETE, DATE, SIGN AND MAIL THIS PROXY PROMPTLY IN THE ENCLOSED
POSTAGE-PREPAID ENVELOPE.
- --------------------------------------------------------------------------------