SCHEDULE 14A
Information Required in Proxy Statement
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
Filed by the Registrant: Yes.
Filed by a Party other than the Registrant: No.
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as Permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12
LOGANSPORT FINANCIAL CORP.
(Name Of Registrant As Specified In Its Charter)
LOGANSPORT FINANCIAL CORP.
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[ ] 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
(2) Aggregate number of securities to which transaction
applies: N/A
(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (Set forth
the amount on which the filing fee is calculated and
state how it was determined): N/A
(4) Proposed maximum aggregate value of transaction: N/A
(5) Total fee paid:
[ ] 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. N/A
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
[LOGO] LOGANSPORT FINANCIAL CORP.
723 East Broadway
Logansport, Indiana 46947
(219) 722-3855
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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
----------------------------------------
To Be Held On April 13, 1999
Notice is hereby given that the Annual Meeting of Shareholders of
Logansport Financial Corp. (the "Holding Company") will be held at the Holding
Company's office at 723 East Broadway, Logansport, Indiana, on Tuesday, April
13, 1999, at 2:00 p.m., Eastern Standard time.
The Annual Meeting will be held for the following purposes:
1. Election of Directors. Election of three of the directors of the
Holding Company for terms expiring in 2002 and one director for a term
expiring in 2001.
2. Approval of 1999 Stock Option Plan. Approval and ratification of the
Logansport Financial Corp. 1999 Stock Option Plan (the "1999 Option
Plan").
3. Other Business. Such other matters as may properly come before the
meeting or any adjournment thereof.
Shareholders of record at the close of business on February 12, 1999, are
entitled to vote at the meeting or any adjournment thereof.
We urge you to read the enclosed Proxy Statement carefully so that you may
be informed about the business to come before the meeting, or any adjournment
thereof. At your earliest convenience, please sign and return the accompanying
proxy in the postage-paid envelope furnished for that purpose.
A copy of our Annual Report for the fiscal year ended December 31, 1998, is
enclosed. The Annual Report is not a part of the proxy soliciting material
enclosed with this letter.
By Order of the Board of Directors
/s/ Thomas G. Williams
Thomas G. Williams, President and
Chief Executive Officer
Logansport, Indiana
March 10, 1999
IT IS IMPORTANT THAT THE PROXIES BE RETURNED PROMPTLY. THEREFORE, WHETHER OR NOT
YOU PLAN TO BE PRESENT IN PERSON AT THE ANNUAL MEETING, PLEASE SIGN, DATE AND
COMPLETE THE ENCLOSED PROXY AND RETURN IT IN THE ENCLOSED ENVELOPE WHICH
REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES.
LOGANSPORT FINANCIAL CORP.
723 East Broadway
Logansport, Indiana 46947
(219) 722-3855
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PROXY STATEMENT
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FOR
ANNUAL MEETING OF SHAREHOLDERS
April 13, 1999
This Proxy Statement is being furnished to the holders of common stock,
without par value (the "Common Stock"), of Logansport Financial Corp. (the
"Holding Company"), an Indiana corporation, in connection with the solicitation
of proxies by the Board of Directors of the Holding Company to be voted at the
Annual Meeting of Shareholders to be held at 2:00 p.m., Eastern Standard time,
on April 13, 1999, at the Holding Company's office at 723 East Broadway,
Logansport, Indiana, and at any adjournment of such meeting. The principal asset
of the Holding Company consists of 100% of the issued and outstanding shares of
common stock, $.01 par value per share, of Logansport Savings Bank, FSB
("Logansport Savings"). This Proxy Statement is expected to be mailed to the
shareholders on or about March 10, 1999.
The proxy solicited hereby, if properly signed and returned to the Holding
Company and not revoked prior to its use, will be voted in accordance with the
instructions contained therein. If no contrary instructions are given, each
proxy received will be voted for each of the matters described below and, upon
the transaction of such other business as may properly come before the meeting,
in accordance with the best judgment of the persons appointed as proxies.
Any shareholder giving a proxy has the power to revoke it at any time
before it is exercised by (i) filing with the Secretary of the Holding Company
written notice thereof (Dottye Robeson, 723 East Broadway, Logansport, Indiana
46947), (ii) submitting a duly executed proxy bearing a later date, or (iii) by
appearing at the Annual Meeting and giving the Secretary notice of his or her
intention to vote in person. Proxies solicited hereby may be exercised only at
the Annual Meeting and any adjournment thereof and will not be used for any
other meeting.
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
Only shareholders of record at the close of business on February 12, 1999
("Voting Record Date"), will be entitled to vote at the Annual Meeting. On the
Voting Record Date, there were 1,198,710 shares of the Common Stock issued and
outstanding, and the Holding Company had no other class of equity securities
outstanding. Each share of Common Stock is entitled to one vote at the Annual
Meeting on all matters properly presented at the Annual Meeting. The holders of
over 50% of the outstanding shares of Common Stock as of the Voting Record Date
must be present in person or by proxy at the Annual Meeting to constitute a
quorum. In determining whether a quorum is present, shareholders who abstain,
cast broker non-votes, or withhold authority to vote on one or more director
nominees will be deemed present at the Annual Meeting.
The following table sets forth certain information regarding the beneficial
ownership at the Common Stock as of February 12, 1999, by each person who is
known by the Holding Company to own beneficially 5% or more of the Common Stock.
Unless otherwise indicated, the named beneficial owner has sole voting and
dispositive power with respect to the shares.
Number of Shares of
Name and Address of Common Stock Percent of
Beneficial Owner (1) Beneficially Owned Class (2)
-------------------- ------------------ ---------
Friedman, Billings, Ramsey Group, Inc. (3) 107,900 9.00%
Eric F. Billings
Emanuel J. Friedman
W. Russell Ramsey
1001 19th Street North
Arlington, Virginia 22209-1710
Bay Pond Partners, L.P. (4) 81,000 6.75%
Wellington Management Company, LLP
Wellington Hedge Management LLC
Wellington Hedge Management, Inc.
75 State Street
Boston, Massachusetts 02109
John Hancock Advisers, Inc. (5) 77,500 6.46%
John Hancock Mutual Life Insurance Company
John Hancock Subsidiaries, Inc.
The Berkeley Financial Group
101 Huntington Avenue
Boston, Massachusetts 02199
(1) The information in this chart is based on Schedule 13D and 13G Reports
filed by the above-listed persons with the Securities and Exchange
Commission (the "SEC") containing information concerning shares held by
them, and information provided to the Holding Company after such filing
was made. It does not reflect any changes in those shareholdings which
may have occurred since the date of such information provided to the
Holding Company.
(2) Based upon 1,198,710 shares of Common Stock outstanding which does not
include options for 126,415 shares of Common Stock granted to certain
directors, officers and employees of the Holding Company and Logansport
Savings.
(3) A Schedule 13G was filed by these persons indicating that they share
dispositive and voting power with respect to these shares. Friedman,
Billings, Ramsey Group, Inc. controls FBR Fund Advisors, Inc., which
acts as adviser to the FBR Family of Funds which may beneficially own
over 5% of the Holding Company's outstanding shares.
(4) In Schedules 13G and 13D filed with the SEC, the entities listed above
indicate they may be the beneficial owners of the foregoing shares and
that over 5% of the Holding Company's outstanding shares may be deemed
to be beneficially owned by the Bay Pond Partners, L.P. ("Bay Pond"), a
Delaware limited partnership. Any shares not beneficially owned by Bay
Pond may be held by other clients of Wellington Management Company, LLP
("WMC"), a Massachusetts limited partnership and a registered
investment adviser. WMC's clients share with WMC investment and voting
power with respect to the shares held by those clients. Bay Pond also
shares dispositive power with respect to certain shares with Wellington
Hedge Management LLC ("WHM"), a Massachusetts limited liability
company, which is the sole general partner of Bay Pond, and with
Wellington Hedge Management, Inc., a Massachusetts corporation, which
is the managing member of WHM.
(5) In a Schedule 13G amendment filed with the SEC, the entities listed
above indicate they may be the beneficial owners of the foregoing
shares, which are held by the John Hancock Regional Bank Fund, a
registered investment company. John Hancock Advisers, Inc. ("Advisers")
acts as investment adviser to that fund. The other entities listed
above are parent company affiliates of Advisers. Advisers has sole
power to vote and dispose of the shares.
PROPOSAL I -- ELECTION OF DIRECTORS
The Board of Directors consists of eight members. The By-Laws provide that
the Board of Directors is to be divided into three classes as nearly equal in
number as possible. The members of each class are to be elected for a term of
three years and until their successors are elected and qualified. One class of
directors is to be elected annually. The four nominees for election as a
director this year are Charles J. Evans, Brian Morrill, David G. Wihebrink, and
Thomas G. Williams, each whom currently serves as a director whose term will
expire upon the completion of the election at the Annual Meeting. Mr. Morrill
was added to the Holding Company's Board of Directors in October, 1998. Messrs.
Evans, Wihebrink and Williams each have been nominated to serve for a three-year
term ending in 2002. Mr. Morrill has been nominated to serve for a two-year term
ending in 2001.
Unless otherwise directed, each proxy executed and returned by a
shareholder will be voted for the election of the nominees listed below. If any
person named as a nominee should be unable or unwilling to stand for election at
the time of the Annual Meeting, the proxy holders will nominate and vote for a
replacement nominee recommended by the Board of Directors. At this time, the
Board of Directors knows of no reason why the nominees listed below may not be
able to serve as directors if elected.
-2-
The following table sets forth certain information regarding the nominees
for the position of director of the Holding Company and each director continuing
in office after the Annual Meeting, including the number and percent of shares
of Common Stock beneficially owned by such persons as of the Voting Record Date.
Unless otherwise indicated, each director or nominee has sole investment and/or
voting power with respect to the shares shown as beneficially owned by him. No
nominee for director or director is related to any other nominee for director,
director, or executive officer of the Holding Company by blood, marriage, or
adoption, and there are no arrangements or understandings between any nominee
and any other person pursuant to which such nominee was selected. The table also
sets forth the number of shares of Holding Company Common Stock beneficially
owned by all directors and executive officers of the Holding Company as a group.
Director Common Stock
Director of of the Beneficially
Expiration of Logansport Holding Owned as of
Term as Savings Company February 12, Percentage
Name Director Since Since 1999 (1) of Class
- ------------------------------------------------------------------------------------------------------------------
Director Nominees
- -----------------
Charles J. Evans 2002 1997 1995 39,511(2) 3.2%
Brian Morrill 2001 1998 1998 -0-
David G. Wihebrink 2002 1991 1995 16,374(3) 1.4%
Thomas G. Williams 2002 1962 1995 56,732(4) 4.6%
Directors
- ---------
Continuing in Office
Norbert E. Adrian 2000 1979 1995 25,306(5) 2.1%
Donald G. Pollitt 2001 1960 1995 19,614(6) 1.6%
Susanne S. Ridlen 2001 1982 1995 9,864(7) .8%
William Tincher, Jr. 2000 1994 1995 22,399(8) 1.9%
All directors and executive officers
as a group (10 persons) 215,292(9) 17.0%
(1) Based upon information furnished by the respective directors or director
nominees. Under applicable regulations, shares are deemed to be
beneficially owned by a person if he or she directly or indirectly has or
shares the power to vote or dispose of the shares, whether or not he or she
has any economic power with respect to the shares. Includes shares
benefically owned by members of the immediate families of the directors or
director nominees residing in their homes.
(2) Includes 7,290 shares held jointly by Mr. Evans and his spouse, 23,607
shares subject to a stock option granted under the Logansport Financial
Corp. Stock Option Plan (the "Option Plan") and 7,935 shares are held under
the Logansport Savings Bank, FSB Recognition and Retention Plan and Trust
(the "RRP"). Does not include stock options for 15,738 shares which are not
exercisable for a period of 60 days following the Voting Record Date.
(3) Of these shares, 1,406 are held by Mr. Wihebrink as custodian for his minor
children, 3,146 shares are subject to a stock option granted under the
Option Plan and 1,587 shares are held under the RRP. Does not include stock
options for 3,150 shares which are not exercisable for a period of 60 days
following the Voting Record Date.
(4) Includes 23,607 shares subject to a stock option granted under the Option
Plan and 7,935 shares held under the RRP. Does not include stock options
for 15,738 shares which are not exercisable for a period of 60 days
following the Voting Record Date.
(5) Includes 8,000 shares held jointly by Mr. Adrian and his son, 4,719 shares
subject to a stock option granted under the Option Plan and 1,587 shares
held under the RRP. Does not include stock options for 3,150 shares which
are not exercisable for a period of 60 days following the Voting Record
Date.
(6) Includes 14,008 shares held jointly by Mr. Pollitt and his spouse, 4,019
shares subject to a stock option granted under the Option Plan and 1,587
shares held under the RRP. Does not include stock options for 3,150 shares
which are not exercisable for a period of 60 days following the Voting
Record Date.
(7) Includes 1,058 shares held jointly by Ms. Ridlen and her spouse, 4,719
shares subject to a stock option granted under the Option Plan and 1,587
shares held under the RRP. Does not include stock options for 3,150 shares
which are not exercisable for a period of 60 days following the Voting
Record Date.
(8) Of these shares, 17,552 are held jointly by Mr. Tincher with his spouse and
children, 3,146 shares are subject to a stock option granted under the
Option Plan and 1,587 shares are held under the RRP. Does not include stock
options for 3,150 shares which are not exercisable for a period of 60 days
following the Voting Record Date.
(9) The total of such shares includes 68,748 shares subject to stock options
granted under the Option Plan and 27,105 shares which are held under the
RRP. Does not include stock options for 48,416 shares which are not
exercisable within a period of 60 days following the Voting Record Date.
-3-
Presented below is certain information concerning the director nominees of
the Holding Company:
Norbert E. Adrian (age 69) retired as the General Manager of Rockwell
International ("Rockwell") in 1984 after 20 years of service. Rockwell is
located in Logansport, Indiana, and manufactures custom automotive parts. Prior
to his employment with Rockwell, Mr. Adrian was employed by the accounting firm
of Bailey, Cord and Williams.
Charles J. Evans (age 52) has served as Vice President and Senior Loan
Officer of Logansport Savings since 1980.
Brian Morrill (age 41) has served as President of Cass County Title
Company, Inc., a title insurance company founded by him which is based in
Logansport, Indiana, since 1994; prior thereto he served as Executive Director
of Cass County Family YMCA in Logansport, Indiana.
Donald G. Pollitt (age 71) is the former Business and Promotion Manager of
the Logansport Pharos-Tribune and a former President of the Rolling Hills Golf
Course in Logansport, Indiana.
Susanne S. Ridlen (age 58) has served as Faculty member of Indiana
University Kokomo since 1969. Ms. Ridlen also currently serves as a member of
the Board of Directors of the Cass County Community Foundation in Logansport,
Indiana.
William Tincher, Jr. (age 59) has served as Plant Manager for the Modine
Manufacturing Company ("Modine") since 1977. Modine is located in Logansport,
Indiana, and manufactures automotive cooling systems.
David G. Wihebrink (age 51) has served as Vice President and Chief
Financial Officer of TM Morris Manufacturing Co., Inc. ("Morris"), since 1988.
Morris is located in Logansport, Indiana, and manufactures lead wire assemblies
and wiring harnesses and stampings. Prior to his employment with Morris, Mr.
Wihebrink was a member of the accounting firm Smith, Thompson & Wihebrink
(Logansport) for 15 years. Mr. Wihebrink also currently serves as a member of
the Board of Directors of the Neal Home retirement home in Logansport, Indiana.
Thomas G. Williams (age 65) has served as President of Logansport Savings
since 1971.
THE DIRECTORS SHALL BE ELECTED UPON RECEIPT OF A PLURALITY OF VOTES CAST AT
THE ANNUAL SHAREHOLDERS MEETING. PLURALITY MEANS THAT INDIVIDUALS WHO RECEIVE
THE LARGEST NUMBER OF VOTES CAST ARE ELECTED UP TO THE MAXIMUM NUMBER OF
DIRECTORS TO BE CHOSEN AT THE MEETING. ABSTENTIONS, BROKER NON-VOTES, AND
INSTRUCTIONS ON THE ACCOMPANYING PROXY TO WITHHOLD AUTHORITY TO VOTE FOR ONE OR
MORE OF THE NOMINEES WILL RESULT IN THE RESPECTIVE NOMINEE RECEIVING FEWER
VOTES. HOWEVER, THE NUMBER OF VOTES OTHERWISE RECEIVED BY THE NOMINEE WILL NOT
BE REDUCED BY SUCH ACTION.
The Board of Directors and its Committees
During the fiscal year ended December 31, 1998, the Board of Directors of
the Holding Company met or acted by written consent ten times. No director
attended fewer than 75% of the aggregate total number of meetings during the
last fiscal year of the Board of Directors of the Holding Company held while he
served as director and of meetings of committees which he served during that
fiscal year. The Board of Directors of the Holding Company has an Audit
Committee, a Stock Compensation Committee and Nominating Committee, among its
other Board Committees. All committee members are appointed by the Board of
Directors.
-4-
The Holding Company's Audit Committee is comprised of all members of the
Board of Directors, recommends the appointment of the Holding Company's
independent accountants, and meets with them to outline the scope and review the
results of audits. The Audit Committee met one time during 1998.
The Stock Compensation Committee administers the Option Plan and the RRP,
and will administer the 1999 Option Plan if it is approved by the shareholders
of the Holding Company. The members of that Committee are Susanne Ridlen,
William Tincher, Jr., and David G. Wihebrink. It met two times during 1998.
The Board of Directors nominated the slate of directors set forth in the
Proxy Statement. Although the Board of Directors of the Holding Company will
consider nominees recommended by shareholders, it has not actively solicited
recommendations for nominees from shareholders nor has it established procedures
for this purpose. Article III, Section 12 of the Holding Company's By-Laws
provides that shareholders entitled to vote for the election of directors may
name nominees for election to the Board of Directors but there are certain
requirements that must be satisfied in order to do so. Among other things,
written notice of a proposed nomination must be received by the Secretary of the
Holding Company not less than 60 days prior to the Annual Meeting; provided,
however, that in the event that less than 70 days' notice or public disclosure
of the date of the meeting is given or made to shareholders (which notice or
public disclosure includes the date of the Annual Meeting specified in the
Holding Company's By-Laws if the Annual Meeting is held on such date), notice
must be received not later than the close of business on the 10th day following
the day on which such notice of the date of the meeting was mailed or such
public disclosure was made.
Management Remuneration and Related Transactions
Remuneration of Named Executive Officer
During the fiscal year ended December 31, 1998, no cash compensation was
paid directly by the Holding Company to any of its executive officers. Each of
such officers was compensated by Logansport Savings.
The following table sets forth information as to annual, long-term and
other compensation for services in all capacities to the Holding Company and its
subsidiaries for each of the three fiscal years ended December 31, 1998, of the
person who served as chief executive officer of the Holding Company during the
fiscal year ended December 31, 1998 (the "Named Executive Officer"). There were
no other executive officers of the Holding Company who earned over $100,000 in
salary and bonuses during that fiscal year.
Summary Compensation Table
Long Term Compensation
Annual Compensation Awards
-------------------------------------- ------------------------
Other All
Annual Restricted Securities Other
Name and Fiscal Compen- Stock Underlying Compen-
Principal Position Year Salary ($)(1) Bonus ($) sation($)(2) Awards($) Options(#) sation($)
- -------------------------------------------------------------------------------------------------------------------
Thomas G. Williams 1998 $79,800 $40,347 --- --- --- ---
President, Chief Executive 1997 $76,800 $38,898 --- --- --- ---
Officer and Director 1996 $74,800 $32,611 --- $165,313(3) 33,063 (4) ---
(1) Includes fees received for service on Logansport Savings Board of
Directors, including fees deferred pursuant to Mr. Williams' deferred
compensation agreement. Does not include commissions received on the sale
of credit life and mortgage life insurance or fees for appraisal services.
See "Transactions with Certain Related Persons."
(2) The Named Executive Officer of the Holding Company receives certain
perquisites, but the incremental cost of providing such perquisites does
not exceed the lesser of $50,000 or 10% of the officer's salary and bonus.
(3) The value of the restricted stock awards was determined by multiplying the
fair market value of the Common Stock on the date the shares were awarded
by the number of shares awarded. These shares vest over a five year period.
As of December 31, 1998, the number and aggregate value of restricted stock
holdings by Mr. Williams were 7,935 and $107,123, respectively. Dividends
paid on the restricted shares are payable to the grantee as the shares are
vested and are not included in the table.
(4) Effective January 14, 1997, these options were adjusted so as to be for the
purchase of 39,345 shares as a result of the Corporation's special cash
distribution paid on December 10, 1996.
-5-
Stock Options
The following table includes the number of shares covered by stock options
held by the Named Executive Officer as of December 31, 1998. Also reported are
the values for "in-the-money" options (options whose exercise price is lower
than the market value of the shares at fiscal year end) which represent the
spread between the exercise price of any such existing stock options and the
fiscal year-end market price of the stock. The Named Executive Officer did not
exercise any stock options during the fiscal year.
Outstanding Stock Option Grants and Value Realized As Of 12/31/98
Number of Unexercised Value of Unexercised In-the-Money
Options at Fiscal Year End Options at Fiscal Year End (1)
--------------------------------- -----------------------------------
Name Exercisable Unexercisable(2) Exercisable Unexercisable(2)
---- ----------- ---------------- ----------- ----------------
Thomas G. Williams 15,738 23,607 $ 46,742 $70,113
(1) Amounts reflecting gains on outstanding options are based on the average
between the high and low prices for the shares on December 31, 1998, which
was $13.50 per share.
(2) The shares represented could not be acquired by the Named Executive Officer
as of December 31, 1998.
Employment Contracts
Logansport Savings has entered into three-year employment contracts with
Mr. Williams, the Holding Company's President and Chief Executive Officer, and
Charles J. Evans, the Holding Company's Vice President (together, the
"Employees"). The contracts with the Employees extend annually for an additional
one-year term to maintain their three-year term if the Board of Directors of
Logansport Savings determines to so extend them, unless notice not to extend is
properly given by either party to the contract. Each Employee receives an
initial salary under the contract equal to his current salary subject to
increases approved by the Board of Directors. The contracts also provide, among
other things, for participation in other fringe benefits and benefit plans
available to Logansport Savings' employees. Each Employee may terminate his
employment upon sixty days' written notice to Logansport Savings. Logansport
Savings may discharge each Employee for cause (as defined in the contract) at
any time or in certain events specified by Office of Thrift Supervision ("OTS")
regulations. If Logansport Savings terminates an Employee's employment for other
than cause or if the employee terminates his own employment for cause (as
defined in the contract), the Employee will receive his base compensation under
the contract for an additional three years if the termination follows a change
of control in the Holding Company (as defined below). In addition, during such
period, the employee will continue to participate in Logansport Savings' group
insurance plans or receive comparable benefits. Moreover, within a period of
three months after such termination following a change of control, the employee
will have the right to cause Logansport Savings to purchase any stock options he
holds for a price equal to the fair market value (as defined in the contact) of
the shares subject to such options minus their option price. If the payments
provided for in the contract, together with any other payments made to the
employee by Logansport Savings, are deemed to be payments in violation of the
"golden parachute" rules of the Code, such payments will be reduced to the
largest amount which would not cause Logansport Savings to lose a tax deduction
for such payments under those rules. As of the date hereof, the cash
compensation which would be paid under the contracts to the Employees if the
contracts were terminated either after a change of control of the Holding
Company, without cause by Logansport Savings, or for cause by the Employees,
would be $345,250 for Mr. Williams and $239,250 for Mr. Evans. For purposes of
these employment contracts, a change of control of the Holding Company is
generally an acquisition of control, as defined in regulations issued under the
Change in Bank Control Act and the Savings and Loan Holding Company Act.
The employment contracts provide Logansport Savings protection of its
confidential business information and protection from competition by the
Employees should they voluntarily terminate their employment without cause or be
terminated by Logansport Savings for cause.
Executive Supplemental Retirement Income Agreements.
Logansport Savings has entered into supplemental retirement agreements
with Messrs. Williams and Evans (each, an "Executive"). These agreements provide
that upon retirement after attaining age 65, assuming continuous service to
Logansport Savings until that date, the Executive is entitled to receive annual
supplemental retirement benefits in an amount equal to 40% of the highest salary
received by the Executive during any 12 month period during his term of service
with Logansport Savings, subject to a maximum benefit of $42,000 annually in the
case of Mr. Williams and $52,000 annually in the case of Mr. Evans (the "Annual
Retirement Benefit"). These benefits are payable in equal monthly installments
over a period of 180 months following retirement.
The Executives may elect to receive early retirement benefits upon
attaining age 62, assuming continuous service to Logansport Savings until that
date. Upon an Executive's election to receive such benefits, the Executive is
entitled to receive his Annual Retirement Benefit, reduced by 3% in the case of
Mr. Williams and 2% in the case of Mr. Evans, for each year or fraction thereof
that the Executive's early retirement date precedes his normal retirement date.
These early retirement benefit payments begin at the Executive's normal
retirement date. However, earlier payment may be requested by the Executive,
subject to Board approval. If early payment is approved by the Board of
-6-
Directors, the Executive's benefit amount is reduced to the present value using
a discount rate equal to Logansport Savings' average cost of deposits for the
most recent 12 month period. If early payment is not approved by the Board, the
Executive is entitled to receive that portion of his Annual Retirement Benefit
which is required to be expensed and accrued under generally accepted accounting
principles (the "Accrued Benefit") and is vested. Mr. Williams' benefits are
fully vested. Mr. Evans' benefits are 60% vested and will continue to vest at
the rate of 20% for each additional calendar year of his service through
calendar year 2000.
If the Executive dies prior to retirement, his beneficiary will receive
an annual survivor's benefit in an amount equal to 40% of the Executive's annual
salary at death, subject to a maximum $42,000 in the case of Mr. Williams and
$52,000 in the case of Mr. Evans. The survivor's benefit is payable in equal
monthly installments over a period of 180 months. If the Executive dies after he
has begun receiving retirement benefits under his agreement, his beneficiary
will continue to receive the balance of the payments otherwise payable to the
Executive under his agreement. Upon the Executive's death, his beneficiary also
will receive a one-time lump sum death benefit in the amount of $12,500.
If the Executive is disabled prior to retirement, the Executive is
entitled to receive his Accrued Benefit payable in equal monthly installments
over a period of 180 months. If the Executive dies while receiving disability
benefit payments, his beneficiary is entitled to receive an annual survivor's
benefit in an amount equal to $42,000 in the case of Mr. Williams and $52,000 in
the case of Mr. Evans payable in equal monthly installments for the remainder of
the Executive's 180 month disability benefit period. In addition, at the
Executive's death, if the total disability benefit payments received, or to be
received, are less than $250,000, the Executive's beneficiary is entitled to a
lump sum payment in an amount sufficient to make the total benefits equal to
$250,000.
Payments of benefits under the agreements are conditioned upon (1) the
Executive not becoming employed by a competitor of Logansport Savings or
otherwise competing with Logansport Savings while receiving benefits under the
agreements and (2) in the case of Mr. Williams, the Executive rendering
reasonable business consulting advisory services to Logansport Savings for a
period of five years following his retirement. Mr. Evans' agreement provides
that if he is terminated for any reason other than cause, he is entitled to
receive that portion of his Accrued Benefit which has vested. No benefits are
provided if Mr. Evans voluntarily terminates his employment before he is
otherwise entitled to benefits under the agreement. If an Executive's employment
is terminated for cause, all benefits under his agreement are forfeited and the
agreement is rendered null and void. Logansport Savings expensed $61,541 in
connection with these agreements for the year ended December 31, 1998.
Logansport Savings has purchased paid-up life insurance on the lives of
the Executives to fund the benefits payable under the supplemental retirement
agreements. See "-- Insurance to Fund Certain Benefits."
Compensation of Directors
All directors of Logansport are entitled to receive a monthly director
fee of $400. Total fees paid to directors for the year ended December 31, 1998
were $38,772. Logansport Savings' directors may, pursuant to deferred
compensation agreements, defer payment of some or all of the directors' fees
until after they retire or otherwise no longer serve as directors. Upon their
attainment of age 70, directors who participate in the deferred compensation
plan receive fixed monthly payments for 180 months, but may also elect to
receive their benefits in a lump sum. The amount of each director's monthly
payments depends on the amount of fees deferred and the period over which the
fees were deferred. The agreements also provide for the payment of disability
benefits and death benefits. The beneficiary of a director participating in the
deferred compensation plan also receives a $7,500 lump sum death benefit upon
the director's death. Logansport Savings has purchased paid-up life insurance on
the lives of directors participating in the deferred compensation plans to fund
benefits payable thereunder. Logansport Savings expensed $14,691 in connection
with these agreements for the year ended December 31, 1998. See "-- Insurance to
Fund Certain Benefits." Advisory Director, Forrest H. Montgomery, receives a
monthly advisory director fee of $331 pursuant to the terms of an amended death
benefit agreement. See "-- Death Benefit Agreement with Advisory Director."
Directors of the Holding Company are not currently paid directors'
fees. The Holding Company may, if it believes it is necessary to attract
qualified directors or otherwise beneficial to the Holding Company, adopt a
policy of paying directors' fees.
Death Benefit Agreement with Advisory Director
Logansport Savings has entered into an amended death benefit agreement
with Forrest H. Montgomery, an advisory director to Logansport. This agreement
provides for the payment of a monthly benefit in the amount of $331 which
commenced on April, 1992 upon Mr. Montgomery's retirement and continues for a
120-month period. If Mr. Montgomery dies while receiving monthly benefits under
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the Agreement, the unpaid balance of the monthly payments will be paid monthly
to his designated beneficiary for the remainder of the period. The payment of
these benefits is conditioned upon (i) Mr. Montgomery's continued service as an
advisory director to Logansport and (ii) Mr. Montgomery not becoming employed by
a competitor of Logansport Savings or otherwise competing with Logansport
Savings while receiving benefits under the agreement and for a period of two (2)
years thereafter.
Logansport Savings has purchased paid-up life insurance on the life of
Mr. Montgomery to fund the benefits payable under the amended death benefit
agreement. See "-- Insurance to Fund Certain Benefits."
Insurance to Fund Certain Benefits
Logansport Savings has purchased paid-up life insurance on the lives of
the Executives covered under the supplemental retirement income agreements with
Mr. Williams and Mr. Evans, and on the lives of the directors and the advisory
director covered under the deferred compensation agreements and the amended
death benefit agreement to fund the obligations under these agreements. The
insurance is provided by Transamerica Life Insurance Company. At December 31,
1998, the cash surrender value of the policies was carried on the books of
Logansport at an amount equal to $1,135,348.
Transactions With Certain Related Persons
Logansport Savings has followed a policy of offering to its directors,
officers, and employees real estate mortgage loans secured by their principal
residence and other loans. These loans are made in the ordinary course of
business with the same collateral, interest rates and underwriting criteria as
those of comparable transactions prevailing at the time and do not involve more
than the normal risk of collectibility or present other unfavorable features.
Loans to directors and executive officers totaled approximately $364,000, or
2.21% of shareholders' equity on a consolidated basis at December 31, 1998.
In addition to their compensation from Logansport Savings, Mr. Williams
and Mr. Evans also receive commissions on sales of credit life insurance and
mortgage life insurance to Logansport Savings' customers. Mr. Williams and Mr.
Evans are duly licensed to sell such products and retain 50% of the commissions
received on credit life and mortgage life insurance sales. Logansport Savings
receives the other half of the commissions earned by Mr. Williams and Mr. Evans
from the sales of these products. For the year ended December 31, 1998, Mr.
Williams received $9,368 in commissions from the sale of credit life and
mortgage life insurance. Mr. Evans received no commissions for 1998.
Logansport Savings currently utilizes Mr. Evans, who is a state
licensed appraiser, as a staff appraiser for substantially all residential
mortgage loans under $250,000. Mr. Williams serves as a review appraiser for all
appraisals performed by Mr. Evans. As part of closing costs, Logansport charges
an appraisal fee of approximately $100 for all residential mortgage loans. In
connection with their appraisal work, Mr. Evans and Mr. Williams receive 60% and
40%, respectively, of this appraisal fee. For the year ended December 31, 1998,
Mr. Evans and Mr. Williams received $11,550 and $3,450, respectively, as
compensation for their appraisal work.
Logansport Savings currently utilizes Cass County Title Company, Inc.
to provide title insurance or to perform real estate searches in connection with
its mortgage lending. Brian Morrill, a director of the Holding Company and of
Logansport Savings, is President and principal owner of Cass County Title
Company, Inc. During 1998, that company received fees for such title insurance
and real estate searches from Logansport Savings in the amount of $31,710, an
amount in excess of 5% of the gross revenues of Cass County Title Company, Inc.
PROPOSAL II -- STOCK OPTION PLAN
The Board of Directors of the Holding Company adopted the Logansport
Financial Corp. 1999 Stock Option Plan (the "1999 Option Plan") on February 9,
1999. The essential features of the 1999 Option Plan are summarized below, but
the 1999 Option Plan is set forth in full in Exhibit A to this Proxy Statement,
and all statements made in this summary are qualified by reference to the full
text of the 1999 Option Plan.
Purpose
The purpose of the 1999 Option Plan is to provide to certain directors,
officers and other key employees of the Holding Company and its subsidiaries
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(currently approximately ten persons) a favorable opportunity to acquire Common
Stock of the Holding Company and thereby increase the incentive of such persons
to work for the success of the Holding Company and its subsidiaries and better
enabling such entities to attract or retain capable directors and executive
personnel.
The 1999 Option Plan provides for the grant of both incentive stock options
(options that afford favorable tax treatment to recipients upon compliance with
certain restrictions and that do not normally result in tax deductions to the
Holding Company) and options that do not so qualify (non-qualified stock
options).
Administration
The 1999 Option Plan is administered, construed and interpreted by a
committee consisting of at least two members of the Holding Company's Board of
Directors. The Holding Company's Stock Compensation Committee will administer
the 1999 Option Plan. The Stock Compensation Committee selects the individuals
to whom options or cash awards will be granted and determines the time of grant,
the number of shares of stock to be covered by each option, the amount of any
cash awards, the option price, the period within which the option may be
exercised, whether the option is an incentive stock option or non-qualified
stock option, and any other terms and conditions of the options or cash awards
granted. Members of the Stock Compensation Committee must be nonemployee
directors of the Holding Company. The current members of that Committee are set
forth on page 4 of this Proxy Statement.
Reservation of Shares
The Holding Company has reserved 115,000 shares of its Common Stock for
issuance upon exercise of options to be granted under the 1999 Option Plan. No
stock options have been granted under the 1999 Option Plan as yet. Shares issued
under the 1999 Option Plan may be authorized but unissued shares or treasury
shares of the Holding Company. In the event of corporate changes affecting the
Holding Company's Common Stock, such as reorganizations, recapitalizations,
stock splits, stock dividends, mergers, consolidations, liquidations, and
extraordinary distributions (consisting of cash, securities, or other assets),
the Stock Compensation Committee may make appropriate adjustments in the number
and kind of shares reserved under the 1999 Option Plan and in the option price
under, and the number and kind of shares covered by, outstanding options granted
under the 1999 Option Plan. Any shares subject to an option which expires or is
terminated before exercise will again be available for issuance under the 1999
Option Plan.
Options and cash awards may be granted to directors, officers (including
officers who are members of the Board of Directors) and other key employees of
the Holding Company and its subsidiaries who are materially responsible for the
management or operation of the business of the Holding Company or its
subsidiaries and have provided valuable services to the Holding Company or its
subsidiaries. Such individuals may be granted more than one option under the
1999 Option Plan. However, no employee may be granted options under the 1999
Option Plan for more than 35,000 shares of Common Stock in any calendar year.
Terms of the Options
Stock Option Price. The price to be paid for shares of Common Stock upon
the exercise of each incentive stock option shall not be less than the fair
market value of such shares on the date on which the option is granted. However,
the Committee does have the discretion to award non-qualified stock options to
eligible employees and directors of the Holding Company or of its subsidiaries
at a price no less than 85% of the fair market value of the Common Stock on the
date the option is granted. Incentive stock options granted to holders of more
than 10% of the combined voting power of all classes of stock of the Holding
Company may be granted at an option price no less than 110% of the fair market
value of the stock on the date of grant.
Option Term. No option may have a term longer than ten years and one day
from the date grant. However, under the Internal Revenue Code of 1986, as
amended (the "Code"), incentive stock options may not have terms in excess of
ten years. Incentive stock options granted to holders of more than 10% of the
combined voting power of all classes of stock of the Holding Company may not
have terms in excess of five years.
Exercise of Option. The option price of each share of stock is to be paid
in full in cash at the time of exercise. Under certain circumstances, the 1999
Option Plan permits optionees to deliver a notice to their broker to deliver to
the Holding Company the total option price in cash and the amount of any taxes
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to be withheld from the optionee's compensation as a result of any withholding
tax obligation of the Holding Company. With the approval of the Stock
Compensation Committee, payment of the option price may also be effected by
tendering whole shares of the Holding Company's Common Stock owned by the
Optionee and cash having a fair market value equal to the cash exercise price of
the shares with respect to which the option is being exercised. Options may be
exercisable in full at any time during their term or in such installments, on a
cumulative basis, as the Stock Compensation Committee may determine, except that
no option may be exercised at any time as to fewer than 100 shares unless the
exercise is with respect to an entire residue of fewer than 100 shares, and no
option may be exercised during the first six months of its term.
Exercise of Options by Other than Outside Directors. Except as provided
below, upon termination of an optionholder's employment by the Holding Company
and its subsidiaries, all rights under any options granted to him but not yet
exercised terminate. In the event that an optionee retires pursuant to any then
existing pension plan of the Holding Company or its subsidiaries, his option may
be exercised by him in whole or in part within three years after his retirement
until the expiration of the option term fixed by the Committee, whether or not
the option was otherwise exercisable by him at his date of retirement; provided,
however, that if he remains a director or director emeritus of the Holding
Company he may exercise such option until the later of (a) three years after his
retirement or (b) six months after he ceases to be a director or director
emeritus of the Holding Company. If an optionee's employment by the Holding
Company and its subsidiaries terminates by reason of permanent and total
disability, his option may be exercised by him in whole or in part within one
year after such termination of employment, whether or not the option was
otherwise exercisable by him at the time of such termination of employment. If
the optionee dies while employed by the Holding Company or its subsidiaries,
within three years after his retirement (or, if later, six months following his
termination of service as a director or director emeritus of the Holding
Company), or within one year after his termination of employment because of
permanent and total disability, his option may be exercised by his estate or by
the person or persons entitled thereto by will or by the applicable laws of
descent or distribution at any time within one year after the date of such
death, whether or not the option was otherwise exercisable by the optionee at
the date of his death. Notwithstanding the foregoing, in no event may any option
be exercised after the expiration of the option term set by the Stock
Compensation Committee.
Exercise of Options by Outside Directors. Options granted to Outside
Directors terminate six months after the date such Outside Director ceases to be
a director and director emeritus of the Holding Company for any reason. If an
optionee who is an Outside Director ceases to be a director and a director
emeritus by reason of disability, any option granted to him may be exercised in
whole or in part within one year of such termination of service, whether or not
the option was otherwise exercisable by him at the time of such termination of
service. In the event of the death of an Outside Director while serving as a
director or director emeritus of the Holding Company, within six months after he
ceases to be a director and a director emeritus of the Holding Company, or
within one year after he ceases to be a director and a director emeritus of the
Holding Company by reason of disability, any option granted to him may be
exercised by his estate or by the person or persons entitled thereto by will or
by the applicable laws of descent or distribution at any time within one year
after the date of such death, whether or not the option was exercisable by the
optionee at the date of his death. Notwithstanding the foregoing, in no event
may any option be exercised after the expiration of the option term set by the
Stock Compensation Committee.
Nontransferability of Option. Options may not be transferred except by will
or the laws of descent and distribution or pursuant to a qualified domestic
relations order. During the lifetime of an optionee, they may be exercised only
by him or his guardian or legal representative.
Maximum Incentive Stock Options. The aggregate fair market value of stock
with respect to which incentive stock options are exercisable for the first time
by an optionee during any calendar year under the 1999 Option Plan may not
exceed $100,000. For purposes of these computations, the fair market value of
the shares is to be determined as of the date the option is granted and computed
in the manner determined by the Stock Compensation Committee consistent with the
requirements of the Code. This limitation does not apply to non-qualified stock
options granted under the 1999 Option Plan.
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Cash Awards. The Stock Compensation Committee may grant to optionees who
are granted non-qualified stock options the right to receive a cash amount which
is intended to reimburse the optionee for all or a portion of the federal, state
and local income taxes imposed upon the optionee as a result of the exercise of
a non-qualified stock option and the receipt of a cash award.
Replacement and Extension of the Terms of Options and Cash Awards. The
Stock Compensation Committee from time to time may permit an optionee under the
1999 Option Plan or any other stock option plan adopted by the Holding Company
or any of its subsidiaries, to surrender for cancellation any unexercised
outstanding stock option and receive from the optionee's employing corporation
in exchange therefor an option for such number of shares of Common Stock as may
be designated by the Stock Compensation Committee. Such optionees may also be
granted related cash awards.
Change of Control. In the event of a change of control of the Holding
Company, outstanding options which are not otherwise exercisable will become
immediately exercisable. Change of control, for this purpose, means an
acquisition of control of the Holding Company or of Logansport Savings within
the meaning of 12 C.F.R. ss. 574.4(a) (other than a change of control resulting
from a trustee or other fiduciary holding shares of Common Stock under an
employee benefit plan of the Holding Company or any of its subsidiaries). This
provision could result in adverse tax consequences to the Holding Company and to
the optionee as a result of the golden parachute provisions in the Code. Under
the golden parachute provisions, compensatory payments made by the Holding
Company to an employee following a change in control which are contingent on a
change in control and which exceed certain limits based on the average annual
compensation of the employee for the five calendar years before the change in
control are not deductible by the Holding Company and would subject the optionee
to a 20% excise tax. The value of any option which would become immediately
exercisable following a change in control (the spread between the then fair
market value of the option shares and the option price) could be deemed to be a
compensatory payment contingent on a change in control, and, thus, if such
amount, when added to any other payments made by the Holding Company to the
employee which are contingent on a change in control, would exceed the limits
described above, the excess amounts would be non-deductible and subject to the
excise tax.
The effect of this change of control provision which, under certain
circumstances, could accelerate benefits to optionholders may be to increase the
cost of a potential business combination or acquisition of control of the
Holding Company. To the extent that this increased cost is significant,
potential acquirors may be deterred from pursuing a transaction involving the
Holding Company, and its shareholders may be deprived of an opportunity to sell
their shares at a favorable price. However, the options which may be granted
under the 1999 Option Plan may be fully exercisable within six months following
the date of the grant, so the change of control provision described above may
not have a significant deterrent effect. Moreover, to the extent this provision
could operate to accelerate benefits under stock options awarded in the future,
the Board of Directors believes that the expected benefits of these provisions
in attracting and retaining qualified management personnel outweigh these
possible disadvantages.
Other Provisions
The Stock Compensation Committee may provide for such other terms,
provisions and conditions of an option as are not inconsistent with the 1999
Option Plan. The Stock Compensation Committee may also prescribe, and amend,
waive and rescind rules and regulations relating to the 1999 Option Plan, may
accelerate the vesting of stock options or cash awards granted or made under the
1999 Option Plan, may make amendments or modifications in the terms and
conditions (including exercisability) of the options relating to the effect of
termination of employment of the optionees, and may waive any restrictions or
conditions applicable to any option or the exercise thereof.
Amendment and Termination
The Board of Directors of the Holding Company may amend the 1999 Option
Plan from time to time, and, with the consent of the optionee, the terms and
provisions of his option or cash award, provided, however, that (1) no amendment
may, without the consent of an optionee, make any changes in any outstanding
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option or cash award which would adversely affect the rights of the optionee and
(2) without approval of the holders of at least a majority of the shares of the
Holding Company voting in person or by proxy at a duly constituted meeting, or
adjournment thereof, the following changes in the 1999 Option Plan may not be
made: an increase in the number of shares reserved for issuance under the 1999
Option Plan (except as permitted by the antidilutive provisions in the 1999
Option Plan); an extension of the option terms to more than 10 years and one day
from the date of grant of the option; or a material modification of the class of
employees eligible to receive options or cash awards under the 1999 Option Plan.
The Board of Directors of the Holding Company may terminate the 1999 Option Plan
at any time. In any event, no incentive stock options may be granted under the
Stock 1999 Option Plan after April 13, 2009.
Federal Income Tax Consequences
The grant of incentive and non-qualified stock options will have no federal
tax consequences to the Holding Company or the optionee. Moreover, if an
incentive stock option is exercised (a) while the employee is employed by the
Holding Company or its subsidiaries, (b) within three months after the optionee
ceases to be an employee of the Holding Company or its subsidiaries, (c) after
the optionee's death, or (d) within one year after the optionee ceases to be an
employee of the Holding Company or its subsidiaries if the optionee's employment
is terminated because of permanent and total disability (within the meaning of
ss. 22(e)(3) of the Code), the exercise of the incentive stock option will
ordinarily have no federal income tax consequences to the Holding Company or the
optionee. However, the amount by which the fair market value of the shares at
the time of exercise exceeds the option price of the option will, along with
other specified items, be considered taxable income in the taxable year of the
optionee in which the option was exercised for purposes of determining the
applicability of the alternative minimum tax. As a result, the exercise of an
incentive stock option may subject an optionee to an alternative minimum tax
depending on that optionee's particular circumstances.
On the other hand, the recipient of a non-qualified stock option generally
will realize taxable ordinary income at the time of exercise of his option in an
amount equal to the excess of the fair market value of the shares acquired at
the time of such exercise over the option price. A like amount is generally
deductible by the Holding Company for federal income tax purposes as of that
date, as long as the Holding Company withholds federal income tax with respect
to that taxable amount, assuming the optionholder's income is subject to income
tax withholding by the Holding Company. The 1999 Option Plan permits, under
certain circumstances, holders of non-qualified stock options to satisfy their
withholding obligation by having shares equal in value to the applicable
withholding taxes withheld from the shares which they would otherwise receive
upon the exercise of a non-qualified stock option.
Upon the sale of the shares acquired upon the exercise of an incentive
stock option no sooner than two years after the grant of the option and no
sooner than one year after receipt of the shares by the optionee, any capital
gain recognized would be taxed to the optionee at long-term rates. Upon the sale
of shares acquired upon the exercise of an incentive stock option prior to two
years after the grant of an option or prior to one year after receipt of the
shares by the optionee, the optionee will generally recognize, in the year of
disposition, ordinary income equal to the lesser of (a) the spread between the
fair market value of the shares on the date of exercise and the exercise price;
and (b) the gain realized upon the disposition of those shares. The Holding
Company will be entitled to a deduction equal to the amount of income recognized
as ordinary income by the optionee, so long as the Holding Company withholds
federal income tax with respect to that taxable amount (assuming the
optionholder's income is subject to income tax withholding by the Holding
Company). If the spread is the basis for determining the amount of ordinary
income realized by the optionee, there will be additional long-term or
short-term capital gain realized if the proceeds of such sale exceed such
spread.
Upon the subsequent sale of shares acquired upon exercise of a
non-qualified stock option, the optionholder will recognize long-term capital
gain or loss if the shares are deemed to have been held for 18 months or more,
and short-term capital gain or loss in all other cases. Currently, long-term
capital gains for noncorporate taxpayers are generally taxed at a maximum rate
of 20%. Short-term capital gains are taxed at the same rates as ordinary income.
Financial Accounting Consequences
At this time, neither the grant of incentive or non-qualified stock options
nor the issuance of shares upon exercise of such options will result in a
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compensation expense charge to the Holding Company's earnings for financial
accounting purposes, except that for non-qualified stock options, earnings will
be charged with the excess, if any, of the fair market value on the date of
grant over the exercise price of the option shares. Option proceeds from the
exercise of these options and tax savings from non-qualified stock options
(other than tax savings resulting from charges to earnings made when the
exercise price is less than fair market value of the option shares on the date
of grant) are credited to capital. The Financial Accounting Standards Board (the
"FASB") has adopted rules that require increased disclosure about the value of
stock options in financial statements for the Holding Company, including their
impact on earnings.
THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE TO APPROVE AND
RATIFY THE 1999 OPTION PLAN. SUCH ACTION REQUIRES THE APPROVAL OF THE HOLDERS OF
AT LEAST A MAJORITY OF THE SHARES OF THE HOLDING COMPANY'S COMMON STOCK VOTING
IN PERSON OR BY PROXY AND ENTITLED TO VOTE AT THE ANNUAL MEETING, OR ANY
ADJOURNMENT THEREOF. ABSTENTIONS WILL BE INCLUDED IN THE NUMBER OF SHARES
PRESENT AND ENTITLED TO VOTE ON THE PROPOSAL AND ACCORDINGLY TREATED AS "NO"
VOTES, BUT BROKER NON-VOTES WILL BE EXCLUDED FROM THE NUMBER OF SHARES PRESENT
AND ENTITLED TO VOTE ON THE PROPOSAL AND WILL HAVE NO EFFECT ON THE VOTE.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the 1934 Act requires that the Holding Company's officers
and directors and persons who own more than 10% of the Holding Company's Common
Stock file reports of ownership and changes in ownership with the Securities and
Exchange Commission (the "SEC"). Officers, directors and greater than 10%
shareholders are required by SEC regulations to furnish the Holding Company with
copies of all Section 16(a) forms that they file.
Based solely on its review of the copies of such forms received by it,
and/or written representations from certain reporting persons that no Forms 5
were required for those persons, the Holding Company believes that for the
fiscal year ended December 31, 1998, all filing requirements applicable to its
officers, directors and greater than 10% beneficial owners with respect to
Section 16(a) of the 1934 Act were satisfied in a timely manner.
ACCOUNTANTS
Grant Thornton LLP has served as auditors for the Holding Company since
1997. A representative of Grant Thornton LLP is expected to be present at the
Annual Meeting with the opportunity to make a statement if he so desires. He
will also be available to respond to any appropriate questions shareholders may
have. Grant Thornton LLP has been selected as the independent public accounting
firm to audit the Holding Company's books, records and accounts for the fiscal
year ended December 31, 1999.
SHAREHOLDER PROPOSALS
Any proposal which a shareholder wishes to have presented at the next
Annual Meeting of the Holding Company and included in the Holding Company's
proxy statement and form of proxy relating to that meeting, must be received at
the main office of the Holding Company no later than 120 days in advance of
March 10, 2000. Any such proposal should be sent to the attention of the
Secretary of the Holding Company at 723 East Broadway, Logansport, Indiana
46947. A shareholder proposal being submitted outside the processes of Rule
14a-8 promulgated under the Securities and Exchange Act of 1934 Act will be
considered untimely if it is received by the Holding Company later than 60 days
in advance of the Annual Meeting.
OTHER MATTERS
Management is not aware of any business to come before the Annual Meeting
other than those matters described in the Proxy Statement. However, if any other
matters should properly come before the Annual Meeting, it is intended that the
proxies solicited hereby will be voted with respect to those other matters in
accordance with the judgment of the persons voting the proxies.
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The cost of solicitation of proxies will be borne by the Holding Company.
The Holding Company will reimburse brokerage firms and other custodians,
nominees and fiduciaries for reasonable expenses incurred by them in sending
proxy material to the beneficial owners of the Common Stock. In addition to
solicitation by mail, directors, officers, and employees of the Holding Company
may solicit proxies personally or by telephone without additional compensation.
Each shareholder is urged to complete, date and sign the proxy and return
it promptly in the enclosed envelope.
By Order of the Board of Directors
/s/ Thomas G. Williams
Thomas G. Williams, President and
Chief Executive Officer
March 10, 1999
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Exhibit A
LOGANSPORT FINANCIAL CORP.
1999 STOCK OPTION PLAN
1. Purpose. The purpose of the Logansport Financial Corp. 1999 Stock
Option Plan (the "Plan") is to provide to directors, officers and other key
employees of Logansport Financial Corp. (the "Holding Company") and its
majority-owned and wholly-owned subsidiaries (individually a "Subsidiary" and
collectively the "Subsidiaries"), including, but not limited to, Logansport
Savings Bank, FSB (the "Bank"), who are materially responsible for the
management or operation of the business of the Holding Company or a Subsidiary
and have provided valuable services to the Holding Company or a Subsidiary, a
favorable opportunity to acquire Common Stock, without par value ("Common
Stock"), of the Holding Company, thereby providing them with an increased
incentive to work for the success of the Holding Company and its Subsidiaries
and better enabling each such entity to attract and retain capable directors and
executive personnel.
2. Administration of the Plan. The Plan shall be administered,
construed and interpreted by a committee (the "Committee") consisting of at
least two members of the Board of Directors of the Holding Company, each of whom
is a "Non-Employee Director" within the meaning of the definition of that term
contained in Reg. ss. 16b-3 promulgated under the Securities Exchange Act of
1934, as amended (the "1934 Act"). The members of the Committee shall be
designated from time to time by the Board of Directors of the Holding Company.
The decision of a majority of the members of the Committee shall constitute the
decision of the Committee, and the Committee may act either at a meeting at
which a majority of the members of the Committee is present or by a written
consent signed by all members of the Committee. The Committee shall have the
sole, final and conclusive authority to determine, consistent with and subject
to the provisions of the Plan:
(a) the individuals (the "Optionees") to whom options or successive
options or cash awards shall be granted under the Plan;
(b) the time when options or cash awards shall be granted hereunder;
(c) the number of shares of Common Stock to be covered under each option
and the amount of any cash awards;
(d) the option price to be paid upon the exercise of each option;
(e) the period within which each such option may be exercised;
(f) the extent to which an option is an incentive stock option or a
non-qualified stock option; and
(g) the terms and conditions of the respective agreements by which options
granted or cash awards shall be evidenced.
The Committee shall also have authority to prescribe, amend, waive, and rescind
rules and regulations relating to the Plan, to accelerate the vesting of any
stock options or cash awards made hereunder, to make amendments or modifications
in the terms and conditions (including exercisability) of the options relating
to the effect of termination of employment of the optionee (subject to the last
sentence of Section 12 hereof), to waive any restrictions or conditions
applicable to any option or the exercise thereof, and to make all other
determinations necessary or advisable in the administration of the Plan.
3. Eligibility. The Committee may, consistent with the purposes of the
Plan, grant options and cash awards to officers and other key employees and
directors of the Holding Company or of a Subsidiary who in the opinion of the
A - 1
Committee are from time to time materially responsible for the management or
operation of the business of the Holding Company or of a Subsidiary and have
provided valuable services to the Holding Company or a Subsidiary; provided,
however, that in no event may any employee who owns (after application of the
ownership rules in ss. 425(d) of the Internal Revenue Code of 1986, as amended
(the "Code")) shares of stock possessing more than 10 percent of the total
combined voting power of all classes of stock of the Holding Company or any of
its Subsidiaries be granted an incentive stock option hereunder unless at the
time such option is granted the option price is at least 110% of the fair market
value of the stock subject to the option and such option by its terms is not
exercisable after the expiration of five (5) years from the date such option is
granted. No employee may be granted options under the Plan for more than 35,000
shares of Common Stock in any calendar year. Subject to the foregoing
provisions, an individual who has been granted an option under the Plan (an
"Optionee"), if he is otherwise eligible, may be granted an additional option or
options if the Committee shall so determine.
4. Stock Subject to the Plan. There shall be reserved for issuance upon
the exercise of options granted under the Plan, 115,000 shares of Common Stock
of the Holding Company, which may be authorized but unissued shares or treasury
shares of the Holding Company. Subject to Section 7 hereof, the shares for which
options may be granted under the Plan shall not exceed that number. If any
option shall expire or terminate or be surrendered for any reason without having
been exercised in full, the unpurchased shares subject thereto shall (unless the
Plan shall have terminated) become available for other options under the Plan.
5. Terms of Options. Each option granted under the Plan shall be
subject to the following terms and conditions and to such other terms and
conditions not inconsistent therewith as the Committee may deem appropriate in
each case:
(a) Option Price. The price to be paid for shares of stock upon
the exercise of each option shall be determined by the Committee at the
time such option is granted, but such price in no event shall be less
than the fair market value, as determined by the Committee consistent
with Treas. Reg. ss. 20.2031-2 and any requirements of ss. 422A of the
Code, of such stock on the date on which such option is granted;
provided, however that the Committee shall have discretion to award
non-qualified stock options to eligible employees or directors of the
Holding Company or of a Subsidiary at a price no less than 85% of the
fair market value of the Common Stock on the date of grant, as
determined by the Committee consistent with Treas. Reg ss. 20.2031-2.
(b) Period for Exercise of Option. An option shall not be
exercisable after the expiration of such period as shall be fixed by
the Committee at the time of the grant thereof, but such period in no
event shall exceed ten (10) years and one day from the date on which
such option is granted; provided, that incentive stock options granted
hereunder shall have terms not in excess of ten (10) years and
non-qualified stock options shall be for a period not in excess of ten
(10) years and one day from the date of grant thereof. Options shall be
subject to earlier termination as hereinafter provided.
(c) Exercise of Options. The option price of each share of stock
purchased upon exercise of an option shall be paid in full at the time
of such exercise. Payment may be in (i) cash, (ii) if the Optionee may
do so in conformity with Regulation T (12 C.F.R. ss. 220.3(e)(4))
without violating ss. 16(b) or ss. 16(c) of the 1934 Act, pursuant to a
broker's cashless exercise procedure, by delivering a properly executed
exercise notice together with irrevocable instructions to a broker to
promptly deliver to the Holding Company the total option price in cash
and, if desired, the amount of any taxes to be withheld from the
Optionee's compensation as a result of any withholding tax obligation
of the Holding Company or any of its Subsidiaries, as specified in such
notice, or (iii) with the approval of the Committee, by tendering whole
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shares of the Holding Company's Common Stock owned by the Optionee and
cash having a fair market value equal to the cash exercise price of the
shares with respect to which the option is being exercised. For this
purpose, any shares so tendered by an Optionee shall be deemed to have
a fair market value equal to the mean between the highest and lowest
quoted selling prices for the shares on the date of exercise of the
option (or if there were no sales on such date the weighted average of
the means between the highest and lowest quoted selling prices for the
shares on the nearest date before and the nearest date after the date
of exercise of the options as prescribed by Treas. Reg. ss. 20-2031-2),
as reported in The Wall Street Journal or a similar publication
selected by the Committee. The Committee shall have the authority to
grant options exercisable in full at any time during their term, or
exercisable in such installments at such times during their term as the
Committee may determine; provided, however, that options shall not be
exercisable during the first six (6) months of their term. Installments
not purchased in earlier periods shall be cumulated and be available
for purchase in later periods. Subject to the other provisions of this
Plan, an option may be exercised at any time or from time to time
during the term of the option as to any or all whole shares which have
become subject to purchase pursuant to the terms of the option or the
Plan, but not at any time as to fewer than one hundred (100) shares
unless the remaining shares which have become subject to purchase are
fewer than one hundred (100) shares. An option may be exercised only by
written notice to the Holding Company, mailed to the attention of its
Secretary, signed by the Optionee (or such other person or persons as
shall demonstrate to the Holding Company his or their right to exercise
the option), specifying the number of shares in respect of which it is
being exercised, and accompanied by payment in full in either cash or
by check in the amount of the aggregate purchase price therefor, by
delivery of the irrevocable broker instructions referred to above, or,
if the Committee has approved the use of the stock swap feature
provided for above, followed as soon as practicable by the delivery of
the option price for such shares.
(d) Certificates. The certificate or certificates for the shares
issuable upon an exercise of an option shall be issued as promptly as
practicable after such exercise. An Optionee shall not have any rights
of a shareholder in respect to the shares of stock subject to an option
until the date of issuance of a stock certificate to him for such
shares. In no case may a fraction of a share be purchased or issued
under the Plan, but if, upon the exercise of an option, a fractional
share would otherwise be issuable, the Holding Company shall pay cash
in lieu thereof.
(e) Termination of Option. If an Optionee (other than a director
of the Holding Company or a Subsidiary who is not an employee of the
Holding Company or a Subsidiary (an "Outside Director")) ceases to be
an employee of the Holding Company and the Subsidiaries for any reason
other than retirement, permanent and total disability (within the
meaning of ss. 22(e)(3) of the Code), or death, any option granted to
him shall forthwith terminate. Leave of absence approved by the
Committee shall not constitute cessation of employment. If an Optionee
(other than an Outside Director) ceases to be an employee of the
Holding Company and the Subsidiaries by reason of retirement, any
option granted to him may be exercised by him in whole or in part
within three (3) years after the date of his retirement, whether or not
the option was otherwise exercisable at the date of his retirement;
provided, however, that if such employee remains a director or director
emeritus of the Holding Company, the option granted to him may be
exercised by him in whole or in part until the later of (a) three (3)
years after the date of his retirement, or (b) six months after his
service as a director or director emeritus of the Holding Company
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terminates. (The term "retirement" as used herein means such
termination of employment as shall entitle such individual to early or
normal retirement benefits under any then existing pension plan of the
Holding Company or a Subsidiary.) If an Optionee (other than an Outside
Director) ceases to be an employee of the Holding Company and the
Subsidiaries by reason of permanent and total disability (within the
meaning of ss. 22(e)(3) of the Code), any option granted to him may be
exercised by him in whole or in part within one (1) year after the date
of his termination of employment by reason of such disability whether
or not the option was otherwise exercisable at the date of such
termination. Options granted to Outside Directors shall cease to be
exercisable six (6) months after the date such Outside Director is no
longer a director or director emeritus of the Holding Company or a
Subsidiary for any reason other than death or disability. If an
Optionee who is an Outside Director ceases to be a director and a
director emeritus by reason of disability, any option granted to him
may be exercised in whole or in part within one (1) year after the date
the Optionee ceases to be a director and a director emeritus by reason
of such disability, whether or not the option was otherwise exercisable
at such date. In the event of the death of an Optionee while in the
employ or service as a director or director emeritus of the Holding
Company or a Subsidiary, or, if the Optionee is not an Outside
Director, within three (3) years after the date of his retirement (or,
if later, six months following his termination of service as a director
or director emeritus of the Holding Company or a Subsidiary) or within
one (1) year after the termination of his employment by reason of
permanent and total disability (within the meaning of ss. 22(e)(3) of
the Code), or, if the Optionee is an Outside Director, within six (6)
months after he is no longer a director and a director emeritus of the
Holding Company or of Subsidiary for reasons other than disability or,
within one (1) year after the termination of his service by reason of
disability, any option granted to him may be exercised in whole or in
part at any time within one (1) year after the date of such death by
the executor or administrator of his estate or by the person or persons
entitled to the option by will or by applicable laws of descent and
distribution until the expiration of the option term as fixed by the
Committee, whether or not the option was otherwise exercisable at the
date of his death. Notwithstanding the foregoing provisions of this
subsection (e), no option shall in any event be exercisable after the
expiration of the period fixed by the Committee in accordance with
subsection (b) above.
(f) Nontransferability of Option. No option may be transferred by
the Optionee otherwise than by will or the laws of descent and
distribution or pursuant to a qualified domestic relations order as
defined by the Code or Title I of the Employee Retirement Income
Security Act, or the rules thereunder, and during the lifetime of the
Optionee options shall be exercisable only by the Optionee or his
guardian or legal representative.
(g) No Right to Continued Service. Nothing in this Plan or in any
agreement entered into pursuant hereto shall confer on any person any
right to continue in the employ or service of the Holding Company or
its Subsidiaries or affect any rights the Holding Company, a
Subsidiary, or the shareholders of the Holding Company may have to
terminate his service at any time.
(h) Maximum Incentive Stock Options. The aggregate fair market
value of stock with respect to which incentive stock options (within
the meaning of ss. 422A of the Code) are exercisable for the first time
by an Optionee during any calendar year under the Plan or any other
plan of the Holding Company or its Subsidiaries shall not exceed
$100,000. For this purpose, the fair market value of such shares shall
be determined as of the date the option is granted and shall be
computed in such manner as shall be determined by the Committee,
consistent with the requirements of ss. 422A of the Code.
(i) Agreement. Each option shall be evidenced by an agreement
between the Optionee and the Holding Company which shall provide, among
other things, that, with respect to incentive stock options, the
Optionee will advise the Holding Company immediately upon any sale or
transfer of the shares of Common Stock received upon exercise of the
option to the extent such sale or transfer takes place prior to the
later of (a) two (2) years from the date of grant or (b) one (1) year
from the date of exercise.
(j) Investment Representations. Unless the shares subject to an
option are registered under applicable federal and state securities
laws, each Optionee by accepting an option shall be deemed to agree for
himself and his legal representatives that any option granted to him
and any and all shares of Common Stock purchased upon the exercise of
the option shall be acquired for investment and not with a view to, or
for the sale in connection with, any distribution thereof, and each
notice of the exercise of any portion of an option shall be accompanied
by a representation in writing, signed by the Optionee or his legal
representatives, as the case may be, that the shares of Common Stock
are being acquired in good faith for investment and not with a view to,
or for sale in connection with, any distribution thereof (except in
case of the Optionee's legal representatives for distribution, but not
for sale, to his legal heirs, legatees and other testamentary
beneficiaries). Any shares issued pursuant to an exercise of an option
may bear a legend evidencing such representations and restrictions.
6. Incentive Stock Options and Non-Qualified Stock Options. Options
granted under the Plan may be incentive stock options under ss. 422A of the Code
or non-qualified stock options, provided, however, that Outside Directors shall
be granted only non-qualified stock options. All options granted hereunder will
be clearly identified as either incentive stock options or non-qualified stock
options. In no event will the exercise of an incentive stock option affect the
right to exercise any non-qualified stock option, nor shall the exercise of any
non-qualified stock option affect the right to exercise any incentive stock
option. Nothing in this Plan shall be construed to prohibit the grant of
incentive stock options and non-qualified stock options to the same person,
provided, further, that incentive stock options and non-qualified stock options
shall not be granted in a manner whereby the exercise of one non-qualified stock
option or incentive stock option affects the exercisability of the other.
7. Adjustment of Shares. In the event of any change after the effective
date of the Plan in the outstanding stock of the Holding Company by reason of
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any reorganization, recapitalization, stock split, stock dividend, combination
of shares, exchange of shares, merger or consolidation, liquidation,
extraordinary distribution (consisting of cash, securities, or other assets), or
any other change after the effective date of the Plan in the nature of the
shares of stock of the Holding Company, the Committee shall determine what
changes, if any, are appropriate in the number and kind of shares reserved under
the Plan, and the Committee shall determine what changes, if any, are
appropriate in the option price under and the number and kind of shares covered
by outstanding options granted under the Plan. Any determination of the
Committee hereunder shall be conclusive.
8. Cash Awards. The Committee may, at any time and in its discretion,
grant to any Optionee who is granted a non-qualified stock option the right to
receive, at such times and in such amounts as determined by the Committee in its
discretion, a cash amount ("cash award") which is intended to reimburse the
Optionee for all or a portion of the federal, state and local income taxes
imposed upon such Optionee as a consequence of the exercise of a non-qualified
stock option and the receipt of a cash award.
9. Replacement and Extension of the Terms of Options and Cash Awards.
The Committee from time to time may permit an Optionee under the Plan or any
other stock option plan heretofore or hereafter adopted by the Holding Company
or any Subsidiary to surrender for cancellation any unexercised outstanding
stock option and receive from his employing corporation in exchange therefor an
option for such number of shares of Common Stock as may be designated by the
Committee. Such Optionees also may be granted related cash awards as provided in
Section 8 hereof.
10. Change in Control. In the event of a Change in Control, all options
previously granted and still outstanding under the Plan regardless of their
terms, shall become exercisable. For this purpose, "Change in Control" shall
mean a change in control of the Holding Company or the Bank, within the meaning
of 12 C.F.R. ss. 574.4(a) (other than a change of control resulting from a
trustee or other fiduciary holding shares of Common Stock under an employee
benefit plan of the Holding Company or any of its Subsidiaries).
11. Tax Withholding. Whenever the Holding Company proposes or is
required to issue or transfer shares of Common Stock under the Plan, the Holding
Company shall have the right to require the Optionee or his or her legal
representative to remit to the Holding Company an amount sufficient to satisfy
any federal, state and/or local withholding tax requirements prior to the
delivery of any certificate or certificates for such shares, and whenever under
the Plan payments are to be made in cash, such payments shall be net of an
amount sufficient to satisfy any federal, state and/or local withholding tax
requirements. If permitted by the Committee and pursuant to procedures
established by the Committee, an Optionee may make a written election to have
shares of Common Stock having an aggregate fair market value, as determined by
the Committee, consistent with the requirements of Treas. Reg. ss. 20.2031-2,
sufficient to satisfy the applicable withholding taxes, withheld from the shares
otherwise to be received upon the exercise of a non-qualified option.
12. Amendment. The Board of Directors of the Holding Company may amend
the Plan from time to time and, with the consent of the Optionee, the terms and
provisions of his option or cash award, except that without the approval of the
holders of at least a majority of the shares of the Holding Company voting in
person or by proxy at a duly constituted meeting or adjournment thereof:
(a) the number of shares of stock which may be reserved for
issuance under the Plan may not be increased, except as provided in
Section 7 hereof;
(b) the period during which an option may be exercised may not
be extended beyond ten (10) years and one day from the date on which
such option was granted; and
(c) the class of persons to whom options or cash awards may be
granted under the Plan shall not be modified materially.
No amendment of the Plan, however, may, without the consent of the
Optionees, make any changes in any outstanding options or cash awards
theretofore granted under the Plan which would adversely affect the rights of
such Optionees.
13. Termination. The Board of Directors of the Holding Company may
terminate the Plan at any time and no option or cash award shall be granted
thereafter. Such termination, however, shall not affect the validity of any
option or cash award theretofore granted under the Plan. In any event, no
incentive stock option may be granted under the Plan after the date which is ten
(10) years from the effective date of the Plan.
14. Successors. This Plan shall be binding upon the successors and
assigns of the Holding Company.
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15. Governing Law. The terms of any options granted hereunder and the
rights and obligations hereunder of the Holding Company, the Optionees and their
successors in interest shall be governed by Indiana law.
16. Government and Other Regulations. The obligations of the Holding
Company to issue or transfer and deliver shares under options granted under the
Plan or make cash awards shall be subject to compliance with all applicable
laws, governmental rules and regulations, and administrative action.
17. Effective Date. The Plan shall become effective on the date the
Plan is approved by the holders of at least a majority of the shares of the
Holding Company voting in person or by proxy at a duly constituted meeting or
adjournment thereof and any options granted pursuant to the Plan may not be
exercised until the Board of Directors of the Holding Company has been advised
by counsel that such approval has been obtained and all other applicable legal
requirements have been met.
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REVOCABLE PROXY LOGANSPORT FINANCIAL CORP.
Annual Meeting of Shareholders
April 13, 1999
The undersigned hereby appoints Dianne Hoffman and Dottye Robeson, with
full powers of substitution, to act as attorneys and proxies for the undersigned
to vote all shares of common stock of Logansport Financial Corp. which the
undersigned is entitled to vote at the Annual Meeting of Shareholders to be held
at the office of Logansport Financial Corp. at 723 East Broadway, Logansport,
Indiana, on Tuesday, April 13, 1999, at 2:00 P.M., and at any and all
adjournments thereof, as follows:
1. The election as directors of all nominees listed below, except as marked to
the contrary [ ] FOR [ ] VOTE WITHHELD
INSTRUCTIONS: To withhold authority to vote for any individual nominee, strike a
line through the nominee's name on the list below:
Charles J. Evans David G. Wihebrink Thomas G. Williams
(each for a three-year term)
Brian Morrill
(for a two-year term)
2. Approval and ratification of the Logansport Financial Corp. 1999 Stock
Option Plan [ ] FOR [ ] AGAINST [ ] ABSTAIN
In their discretion, the proxies are authorized to vote on any other business
that may properly come before the Meeting or any adjournment thereof.
The Board of Directors recommends a vote "FOR" each of the listed propositions.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
This Proxy may be revoked at any time prior to the voting thereof.
The undersigned acknowledges receipt from Logansport Financial Corp., prior to
the execution of this Proxy, of Notice of the Meeting, a Proxy Statement and an
Annual Report to Shareholders.
THIS PROXY WILL BE VOTED AS DIRECTED, BUT IF NO INSTRUCTIONS ARE SPECIFIED, THIS
PROXY WILL BE VOTED FOR EACH OF THE DIRECTOR NOMINEES AND APPROVAL OF LOGANSPORT
1999 STOCK OPTION PLAN. IF ANY OTHER BUSINESS IS PRESENTED AT SUCH MEETING, THIS
PROXY WILL BE VOTED BY THOSE NAMED IN THIS PROXY IN THEIR BEST JUDGMENT. AT THE
PRESENT TIME, THE BOARD OF DIRECTORS KNOWS OF NO OTHER BUSINESS TO BE PRESENTED
AT THE MEETING. ____________________, 1999
---------------------------
Signature of Shareholder
---------------------------
Signature of Shareholder
Please sign 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.