M.S. CARRIERS LOGO HERE
April 4, 1997
Dear Shareholders:
It is a pleasure to invite you to the 1997 Annual Meeting
of Shareholders to be held at the Company's Office, 3171 Directors Row
in Memphis, Tennessee on May 2nd. I hope that those of you who find it
convenient will attend.
At the meeting we will report to you on the Company's
current operations and outlook, and members of the Board of Directors
and management will be pleased to respond to any questions you may
have.
Whether you own few or many shares of stock and
whether or not you plan to attend in person, it is important that your
shares be voted on matters that come before the meeting. I urge you to
specify your choices by marking the enclosed proxy card and returning
it promptly.
If you sign and return your proxy card without specifying your
choices, it will be understood that you wish to have your shares
voted in accordance with the Board's recommendations.
I look forward to seeing as many of you as possible
at the meeting.
Sincerely,
/s/ MICHAEL S. STARNES
Michael S. Starnes
Chairman of the Board
M.S. CARRIERS, INC.
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
Notice is hereby given that the Annual Meeting of Shareholders
of M.S. Carriers, Inc. (the "Company") will be held at the Company's
Office, 3171 Directors Row, Memphis, Tennessee, on Friday, May 2,
1997, at 9:00 a.m., local time, for the following purposes:
1. To elect directors for the ensuing year; and
2. To act upon such other matters as may properly come before
the meeting.
Shareholders of record at the close of business on March 7,
1997, will be entitled to vote at the meeting or any adjournment
thereof.
It is important that your shares be represented at the meeting.
Accordingly, you are urged to sign and return the enclosed proxy
card whether or not you plan to attend the meeting. If you do attend,
you may vote by ballot at the meeting, thereby canceling any proxy
vote previously given.
M.J. Barrow
Senior Vice President-Finance and
Administration and Secretary-Treasurer
M.S. CARRIERS, INC.
3171 Directors Row
Memphis, Tennessee 38116
PROXY STATEMENT
This proxy statement and the accompanying proxy card
are being mailed on or about April 4, 1997, to the shareholders of the
Company in connection with the solicitation of proxies by the Board of
Directors for the Annual Meeting of Shareholders in Memphis,
Tennessee. Proxies are solicited to give all shareholders of record at
the close of business on March 7, 1997, an opportunity to vote on
matters that come before the meeting. This procedure is necessary
because many shareholders will not be able to attend the meeting.
Shares can be voted only if the shareholder is present in person or
is represented by proxy.
When your proxy card is returned properly signed, the
shares represented will be voted in accordance with your directions.
You can specify your choices by marking the appropriate boxes on the
enclosed proxy card. If your proxy card is signed and returned without
specifying choices, the shares will be voted as recommended by the
Board of Directors. You may revoke your proxy at any time before it is
voted at the meeting.
Your vote is important. Accordingly, you are urged to
sign and return the accompanying proxy card whether or not you plan to
attend the meeting. If you do attend, you may vote by ballot at the
meeting, thereby canceling any proxy vote previously given.
As a matter of policy, proxies, ballots and voting tabulations
that identify individual shareholders are kept private by the
Company. Such documents are available for examination only by certain
representatives associated with processing proxy cards and tabulating
the vote. The vote of any shareholder is not disclosed except as may
be necessary to meet legal requirements.
As of March 7, 1997, the record date, there were 12,009,633
shares of Common Stock issued and outstanding. Each share of Common
Stock is entitled to one vote on each matter properly brought before
the meeting. A plurality of the shares of Common Stock present in
person or represented by proxy at the meeting is required for the
election of Directors.
BENEFICIAL OWNERSHIP OF COMMON STOCK
The following table set forth certain information as
of March 7, 1997, with respect to the beneficial ownership of the
Company's Common Stock by (i) each person known to the Company to be
the beneficial owner of more than 5% of the Company's Common Stock;
(ii) each director of the Company; (iii) each executive officer named
in the Summary Compensation Table; and (iv) all directors and
executive officers as a group.
OWNERSHIP OF COMMON STOCK
Name of Amount and Nature of Percent
Beneficial Owner Beneficial Ownership (1) of Class
- ---------------- ------------------------ --------
Michael S. Starnes
c/o M.S. Carriers, Inc.
3171 Directors Row
Memphis, Tennessee 38116......................... 3,106,058 25.9%
Wellington Management Company, LLP
75 State Street
Boston, Massachusetts 02109...................... 1,299,780(2) 10.8%
The Capital Group Companies, Inc., and
Capital Research and Management Company
333 South Hope Street
Los Angeles, CA 90071........................... 837,000(3) 7.0%
FMR Corp.
82 Devonshire Street
Boston, MA 02109................................ 689,500(4) 5.7%
Carl J. Mungenast .................................... 16,395(5) *
James W. Welch........................................ 146,464(6) 1.2%
M.J. Barrow........................................... 52,334(7) *
Robert P. Hurt ...................................... 41,785(8) *
Mike Reaves ......................................... 775(9) *
Morris H. Fair ...................................... 20,000(10) *
Jack H. Morris, III .................................. 23,000(11) *
All executive officers and directors as a group ...... 3,406,811 28.3%
* Indicates less than 1%.
(1) Beneficial ownership of Common Stock consists of sole voting and
investment power except as otherwise indicated.
(2) According to a Schedule 13G (Amendment No. 9) dated January 24,
1997, Wellington Management Company, LLP claims as of December
31, 1996, shared voting power with respect to 892,780 shares and
shared investment power with respect to 1,299,780 shares.
Wellington Management Company, LLP does not claim sole voting
power or sole investment power with respect to any of these
shares.
(3) According to a Schedule 13G (Amendment No. 2) dated February 12,
1997, the Capital Group Companies Inc. and Capital Research and
Management Company claim as of December 31, 1996, sole investment
power with respect to 837,000 shares. Neither The Capital Group
Companies,Inc. nor Capital Research and Management Company claim
sole voting power or shared voting power with respect to any of
these shares.
(4) According to a Schedule 13G dated February 14, 1997, FMR Corp.
claims as of December 31, 1996, sole voting power with respect to
108,100 shares and sole investment power with respect to 689,500
shares. FMR Corp. does not claim shared voting power or shared
investment power with respect to any of these shares.
(5) The shares of Common Stock shown as beneficially owned by Carl J.
Mungenast represent 395 shares allocated to his account in the
Company's Retirement Savings Plan and 16,000 shares which he may
acquire through the exercise of stock options within 60 days of
March 7, 1997.
(6) The shares of Common Stock shown as beneficially owned by James
W. Welch represent 100,000 shares owned directly by him, 6,464
shares allocated to his account in the Company's Retirement
Savings Plan and 40,000 shares which he may acquire through the
exercise of stock options within 60 days of March 7, 1997.
(7) The shares of Common Stock shown as beneficially owned by M. J.
Barrow represent 7,931 shares owned directly by him, 60 shares
owned by him as custodian for his children, 4,343 shares
allocated to his account in the Company's Retirement Savings Plan
and 40,000 shares which he may acquire through the exercise of
stock options within 60 days of March 7, 1997.
(8) The shares of Common Stock shown as beneficially owned by Robert
P. Hurt represent 17,600 shares owned directly by him, 4,185
shares allocated to his account in the Company's Retirement
Savings Plan and 20,000 shares which he may acquire through the
exercise of stock options within 60 days of March 7, 1997.
(9) The shares of Common Stock shown as beneficially owned by Mike
Reaves represent 775 shares allocated to his account in the
Company's Retirement Savings Plan.
(10) The shares of Common Stock shown as beneficially owned by Morris
H. Fair represent 19,000 shares owned directly by him and 1,000
shares which he may acquire through the exercise of stock options
within 60 days of March 7, 1997.
(11) The shares of Common Stock shown as beneficially owned by Jack H.
Morris represent 22,000 shares owned directly by him and 1,000
shares which he may acquire through the exercise of stock options
within 60 days of March 7, 1996.
ELECTION OF DIRECTORS
(Item 1 on Proxy Card)
At the meeting, the shares represented by the enclosed proxy
card will be voted for the election of the six nominees named below,
unless otherwise instructed on the proxy card. If you do not wish your
shares to be voted for particular nominees, please identify the
exceptions in the appropriate space provided on the proxy card.
If at the time of the meeting one or more of the nominees have
become unavailable to serve, shares represented by proxies will
be voted for the remaining nominees and for such other persons as may
be determined by the holders of such proxies or, if none, the size of
the Board will be reduced. The Board knows of no reason why any of the
nominees will be unavailable or unable to serve.
All of the nominees are members of the present Board. The table
below sets forth certain information regarding each nominee.
Principal Occupation
Business Experience and
Other Directorships Director
Name Of Public Companies (1) Age Since
- ---- ----------------------- --- --------
Michael S. Starnes (2) Chairman of the Board, 52 1978
President and Chief Executive
Officer of the Company
James W. Welch Senior Vice President - Marketing 53 1982
of the Company
M.J. Barrow Senior Vice President - Finance and 52 1982
Administration, Secretary-Treasurer
of the Company
Carl J. Mungenast (3) Advisor to the Chairman 57 1994
of the Company
Morris H. Fair Senior Vice President, 67 1986
Union Planters Corporation
Jack H. Morris, III Chief Executive Officer of 66 1986
Auto Glass of Memphis, Inc.
(1) Each of the nominees except Mr. Mungenast has held substantially
the same principal occupation during the past five years.
(2) Mr. Starnes is a director of RFS Hotel Investors, Inc., a real
estate investment trust.
(3) Mr. Mungenast was employed by Sears Roebuck & Company from 1958
until his retirement in December 1993. At the time of his
retirement, he was Senior Vice President for Sears Logistics
Services in Itasca, Illinois and responsible for all
distribution, transportation and home delivery services for
Sears. Mr. Mungenast's employment with the Company as Executive
Vice President and Chief Operating Officer commenced April 1,
1994. Due to health reasons, Mr. Mungenast's duties were reduced
and he was named Advisor to the Chairman effective June 1, 1996.
ADDITIONAL INFORMATION RELATED
TO THE BOARD OF DIRECTORS
The Board of Directors has the responsibility for establishing
broad corporate policies and for the overall performance of the
Company. Members of the Board who are not officers are kept informed
of the Company's business through discussions with the Chairman and
other officers, by reviewing analysis and other reports, as well as by
participating in Board meetings. To assist the Board in carrying out
its duties, the Board has established an Audit Committee and an
Executive Compensation Committee.
Regular meetings of the Board of Directors are held each
quarter, and special meetings are scheduled when required. The Board
held four meetings in 1996 and each director attended 75% or more of
the meetings.
The Audit Committee meets with management and the independent
auditors to consider the adequacy of the internal controls of the
Company and the objectivity of financial reporting. The Audit
Committee recommends to the Board the appointment of the independent
auditors. The members of the Committee are Messrs. Starnes, Fair and
Morris. The Committee met once during 1996 and each member attended
that meeting.
The Executive Compensation Committee administers reviews and
approves the salaries and other remuneration arrangements for
senior management. The members of the Committee who are not employees
of the Company administer the Company's Stock Option Plans. The
members of the Committee are Messrs. Starnes, Fair and Morris. The
Committee met twice during 1996 and each member attended the meetings.
Compensation of Directors
Directors who are not full-time employees receive a fee of
$1,500 for each meeting of the Board they attend and for each
Committee Meeting they attend if not held on a day on which a meeting
of the Board is held. Directors who are also officers of the Company
receive no additional compensation for services as directors. Under
the Company's Non-Employee Directors Stock Option Plan, which was
approved by the shareholders, each non-employee director receives an
automatic, non-discretionary award of an option to purchase 2,500
shares of Common Stock upon their election to the Board. The option
price per share is equal to the fair market value of the Common Stock
on the date of the grant. Each stock option shall vest and become
exercisable in five (5) equal annual installments on the anniversary
dates of the date of the grant. If a non-employee director ceases
to be a director of the Company for any reason other than death or
disability, all options granted to him or her shall immediately
terminate; provided, however, the non-employee director shall have
thirty (30) days from the date on which he or she ceased to be a
director to exercise any portion of the option which was exercisable
on the date that the non-employee director ceased to be a director of
the Company.
EXECUTIVE COMPENSATION
The following table and related notes summarizes the
compensation paid by the Company to its Chief Executive Officer and
the four other most highly compensated executive officers for the
three fiscal years ended December 31, 1996.
SUMMARY COMPENSATION TABLE
Long-Term
Annual Cmpensation Compensation Other Compensation
------------------- ------------ --------------------------------
Profit Retirement
Name and Principal Sharing Savings Life
Position Year Salary Bonus Options Plan(1) Plan(2) Insurance(3)
- ------------------ ---- -------- ------- ------- ------- ---------- ------------
Michael S. Starnes 1996 $325,728 $ -- 30,000 $ -- $ -- $63,643
Chairman of the Board, 1995 325,246 -- -- -- -- 64,238
President and Chief 1994 313,190 29,096 -- 834 -- 73,775
Executive Officer
James W. Welch 1996 179,178 -- 20,000 -- 4,750 5,887
Senior Vice President- 1995 188,178 -- -- -- 4,620 4,387
Marketing 1994 179,178 16,574 20,000 834 -- 4,052
M. J. Barrow 1996 131,765 -- 20,000 -- 3,294 5,984
Senior Vice President- 1995 138,365 -- -- -- 3,170 4,667
Finance and Administration 1994 135,313 12,188 20,000 817 2,772 4,313
Secretary, Treasurer
Mike Reaves 1996 123,077 -- 20,000 -- 3,736 --
Senior Vice President- 1995 94,071 900 5,000 -- 3,736 --
Driver Services 1994 46,731 41 5,000 862 -- --
Carl J. Mungenast 1996 103,838 -- 25,000 -- 3,931 --
Advisor to the Chairman 1995 205,815 -- 40,000 -- 4,620 --
1994 190,401(5) 18,500 50,000 -- -- --
(1) The Company's contribution to the named individual's account in
the Company's Profit-Sharing Plan. The Profit- Sharing Plan was
merged into the Retirement Savings Plan during 1996.
(2) The Company's contribution to the named individual's account in
the Company's Retirement Savings Plan.
(3) Premiums paid by the Company on split-dollar life insurance
policies covering the named individual. Upon the death of an
individual, the Company will be reimbursed the amount it has paid
in premiums.
(4) Mr. Mungenast was employed as Executive Vice President and Chief
Operating Officer of the Company from April 1, 1994 to June 1,
1996. Due to health reasons, Mr. Mungenast's duties were reduced
and he was named Advisor to the Chairman on June 1, 1996.
(5) The amount listed under this column includes $44,247 of
reimbursed relocation expenses.
OPTION GRANTS IN 1996
The following table provides information with respect to stock
options granted to the Chief Executive Officer and each of the
four other most highly compensated executive officers during the year
ended December 31, 1996.
Individual Grants Potential realizable
% of value at assumed
Number of Total annual rates
Securities Options Exercise of stock price
Underlying Granted to or Base appreciation for
Options Employees in Price Expiration option term
Name Granted (#) Fiscal Year ($/SH) Date 5% 10%
- ------------------------------------------------------------------------------------------------------------------------
Michael S. Starnes 30,000 1.9% $18.00 2/04/06 $339,603 $860,620
James W. Welch 20,000 1.3% 18.00 2/04/06 226,402 573,747
M.J. Barrow 20,000 1.3% 18.00 2/04/06 226,402 573,747
Mike Reaves 20,000 1.3% 18.00 2/04/06 226,402 573,747
Carl J. Mungenast 25,000 1.6% 18.00 2/04/06 283,002 717,184
AGGREGATED OPTION EXERCISES IN 1996 AND YEAR-END VALUE TABLE
The following table sets forth information with respect to
stock options exercised by the Chief Executive Officer and each of the
four other most highly compensated executive officers during the year
ended December 31, 1996.
Number of Value of Unexercised
Unexercised Options In-the-Money Options
At December 31, 1996 At December 31, 1996(1)
Shares Acquired Value
Name on Exercise Realized Exercisable Unexercisable Exercisable Unexercisable
- ------------------------------------------------------------------------------------------------------------------------
Michael S. Starnes -- -- -- 90,000 -- --
James W. Welch 50,000 $731,250 40,000 40,000 $364,900 --
M. J. Barrow -- -- 40,000 40,000 $364,900 --
Mike Reaves -- -- -- 30,000 -- --
Carl J. Mungenast -- -- 16,000 49,000 -- --
(1) This amount is the aggregate of the number of options multiplied
by the difference between the average sale price of $16.31 of the
Common Stock on the last trading day in 1996 minus the exercise
price for those options.
Employment Contracts
The Company has employment agreements with Michael S.
Starnes, Carl J. Mungenast, James W. Welch and M.J. Barrow. Under each
of these employment agreements, the Executive Compensation Committee
of the Company's Board of Directors determines the annual base salary
of the executive officer and may award discretionary bonuses to the
executive officer. Each executive officer is entitled to participate
in all employee benefit plans generally available to the Company's
employees. The Company shall reimburse all ordinary and necessary
business expenses incurred by each of these executive officers.
Each of these employment agreements provides that the employment
of the executive officer may be terminated by either the Company or
the executive officer upon thirty days' notice. Mr. Mungenast's and
Mr. Welch's employment agreements contain certain non-competition and
confidentiality provisions which continue after the term of their
employment.
Certain Transactions with Management
Mr. Starnes owns 20% and his brother, C.R. Bobby Starnes, owns
40% of the common stock of Southern Drayage, Inc., a Mississippi
corporation ("SDI"). SDI is a motor common carrier providing services
in markets which are not served by the Company. During 1996, the
Company paid SDI $547,000 for transportation services provided by SDI
to the Company's logistics operations. The terms on which SDI provided
services to the Company were no less favorable than those which the
Company could have obtained from other carriers.
REPORT OF THE EXECUTIVE COMPENSATION COMMITTEE
The Executive Compensation Committee of the Board of Directors
(the "Committee") is composed of the Chairman of the Board and
two Directors who are not employees of the Company. The Committee is
responsible for establishing and administering the Company's executive
compensation plans.
Compensation Philosophy and Objectives
The Company applies a consistent philosophy to compensation for
all employees, including senior management. This philosophy is
based on the premise that superior performance of the Company results
from the coordinated efforts of all employees working toward common
objectives. The Company strives to achieve those objectives through
teamwork that is focused on meeting the expectations of the Company's
customers and shareholders.
The Company's goal is to attract, retain and reward executive
officers who contribute to the long-term success of the Company.
The philosophy underlying the executive compensation plans is the
alignment of compensation with the Company's business objectives and
performance. In addition, the Company seeks to align the interests of
executive officers with those of the shareholders. Key principles of
this philosophy are:
[BULLET] Providing fairness in compensation plans which deliver pay
commensurate with the Company's performance and the
individual's performance.
[BULLET] Providing equity-based incentives for the executive officers
to insure that they are motivated over the long term to
manage the Company's business as owners rather than just
employees.
The Company strives to structure salaries for its executive
officers that are comparable with those of the Company's competitors
and other publicly held companies headquartered in Memphis,
Tennessee. During 1993, the Company implemented an incentive plan for
certain management and administrative employees, including executive
officers. Under this plan, participants are awarded bonuses equal to a
predetermined percentage (up to 40%) of their quarterly salaries based
upon the Company's operating ratio for the calendar quarter. The
objective of the plan is to tie the management group together as a
team so that each person's efforts are focused towards the
profitability of the entire Company rather than towards the
profitability of individual departments within the Company. No bonuses
were awarded under the incentive plan in 1996 as the Company did not
achieve the targeted operating ratios during the year.
The Company's Stock Option Plans are the vehicles utilized to
provide long-term incentives to executive officers. Grants under
these plans are tied to the value of the Company's Common Stock,
thereby providing an additional incentive for executive officers to
maximize shareholder value. Options granted under the plans have a
term of ten years and typically vest over a five-year period. An
executive officer receives value from the grant of options under these
plans if the Company's Common Stock appreciates over the long term and
the executive officer continues in the employ of the Company.
Company Performance and CEO Compensation
The base salary of Mr. Starnes did not increase during 1996.
The Committee specifically considered (i) Mr. Starnes' performance as
Chairman, President and Chief Executive Officer, (ii) the compensation
paid to chief executive officers of other publicly-held trucking
companies and (iii) the Company's financial results. The factors were
considered subjectively, and none was given any specific weight.
Mr. Starnes did not receive a bonus in 1996 under the Company's
incentive plan as the Company did not achieve its targeted
operating ratios during the year. In February 1996, Mr. Starnes was
awarded an option to purchase 30,000 shares of Common Stock. The
Committee considered Mr. Starnes' contribution to the Company and the
number of options previously granted to Mr. Starnes in making this
award.
EXECUTIVE COMPENSATION COMMITTEE
Michael S. Starnes, Chairman
Morris H. Fair
Jack H. Morris III
COMPARISON OF CUMULATIVE TOTAL SHAREHOLDER RETURN (1)
[COMPARISON GRAPH GOES HERE]
YEAR ENDING DECEMBER 31
1990 1991 1992 1993 1994 1995 1996
M.S. Carriers, Inc. 100 163 242 236 242 222 178
NASDAQ Combined
Composite Index 100 157 181 207 201 281 345
Peer Group Index 100 172 236 282 209 197 227
(1) Assumes $100 invested on December 31, 1990 in M.S. Carriers, Inc.
Common Stock, NASDAQ Composite Index and Peer Group Index with
reinvestment of dividends.
(2) This peer group is composed of J.B. Hunt Transport Services, Inc.
and Werner Enterprises Inc., two other truckload carriers. This
index has not been weighted to reflect the relative market
capitalization of the peer group companies.
AUDITORS
The Board of Directors has appointed Ernst & Young as
independent auditors for the year ended December 31, 1997. One
or more members of Ernst & Young are expected to be present at
the Annual Meeting, will have the opportunity to make a statement, if
they so desire, and will be available to respond to appropriate
questions.
SHAREHOLDER PROPOSALS
Proposals intended to be presented at the 1998 Annual Meeting
of Shareholders should be sent to M.J. Barrow, Secretary, M.S.
Carriers, Inc., P. O. Box 30788, Memphis, Tennessee 38130-0788, and
must be received by December 15, 1997, in order to be included in the
proxy materials for the 1998 annual meeting.
OTHER MATTERS
In addition to the matters described above, there will be an
address by the Chairman and a general discussion period during
which shareholders will have an opportunity to ask questions about the
Company's business.
If any matter not described herein should come before
the meeting, the persons named in the accompanying proxy card will
vote the shares represented by them in accordance with their best
judgment. At the time this proxy statement went to press, the Company
knew of no other matters which might be presented for shareholder
action at the meeting.
OTHER INFORMATION
The enclosed proxy card is being solicited by the Board of
Directors and the entire cost of such solicitation will be paid
by the Company. If the proxy is properly executed, the shares
represented by it will be voted at the Annual Meeting. If a
shareholder has specified how his shares are to be voted, they will be
voted in accordance with such specification. To the extent necessary
to assure sufficient representation at the meeting, certain officers
and other regular employees of the Company may, by telephone,
telegraph or personal interview, request the return of proxies.
It is intended that the shares represented by the proxy not
limited to the contrary will be voted in favor of all items listed on
the proxy and in the discretion of the persons named in the proxies
on any other matter which may properly come before the meeting.
FINANCIAL STATEMENTS
Financial statements for the Company are included in the Annual
Report to shareholders for the year 1996 which is being mailed to
shareholders with this proxy statement but which is not a part of
the proxy soliciting materials. Additional copies of these statements,
as well as the Annual Report to the Securities and Exchange Commission
on Form 10-K, may be obtained without charge from M.J. Barrow,
Secretary, M.S. Carriers, Inc., P.O. Box 30788, Memphis, Tennessee
38130-0788.
The above notice and proxy statement are sent by order of the
Board of Directors.
M.J. Barrow
Secretary
[ATTACHMENT -- PROXY CARD]
FRONT
M.S. CARRIERS, INC. PROXY CARD
3171 Directors Row
Memphis, Tennessee 38116
This proxy is solicited on behalf of the Board of Directors
for the Annual Meeting on May 2, 1997.
The undersigned hereby appoints Michael S. Starnes and M.J.
Barrow, or either of them, proxies, with the powers the
undersigned would possess if personally present, and with full
power of substitution, to vote all common shares of the
undersigned in M.S. Carriers, Inc., at the Annual Meeting of the
Shareholders to be held at the Company's Office, 3171 Directors
Row, Memphis, Tennessee, beginning at 9:00 a.m. on May 2, 1997,
and at any adjournment thereof, upon all subjects that may
properly come before the meeting, including the matters described
in the proxy statement furnished herewith, subject to any
directions indicated on the other side of this card. If no
directions are given, the proxies will vote for the election of
all listed nominees and, at their discretion, on any other matter
that may properly come before the meeting.
Your vote for the election of Directors may be indicated on
the other side. Nominees are Michael S. Starnes, Carl J.
Mungenast, James W. Welch, M.J. Barrow, Jack H. Morris, III and
Morris H. Fair.
Please sign on the other side and return promptly. If you do
not sign and return a proxy, or attend the meeting and vote by
ballot, your shares cannot be voted.
BACK SIDE
Please mark votes [X]
bullet To vote your shares for all Director nominees, mark the
"For" box on Item "1".
bullet To withhold voting for all nominees, mark the
"Withhold" box.
bullet If you do not wish your shares voted "For" a particular
nominee, mark the "For All Except" box and enter the
names of those you do not want to vote for in the space
provided; your shares will be voted for the remaining
nominees.
Directors recommend a vote "For"
With- For All
For hold Except*
1. Election of All [ ] [ ] [ ]
Directors
(Page 3)
*Exceptions
Please sign this proxy and return it promptly whether or not you
plan to attend the meeting. If signing for a corporation or
partnership or as agent, attorney or fiduciary, indicate the
capacity in which you are signing. If you do attend the meeting
and decide to vote by ballot, such vote will supersede this
proxy.
Sign here as name(s) appear on reverse side
x
x
Date , 1997